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25336
AGREEMENT INFORMATION AGREEMENT NUMBER 25336 NAME/TYPE OF AGREEMENT FLAGLER EYE CARE, INC. DESCRIPTION REVOCABLE LICESE AGREEMENT/174 E FLAGLER STREET M IAM I, FLORIDA 33131/FILE ID: 14650/R-23-0429/MATTER ID: 23-2322 EFFECTIVE DATE January 1, 2025 ATTESTED BY TODD B. HANNON ATTESTED DATE 12/17/2024 DATE RECEIVED FROM ISSUING DEPT. 12/17/2024 NOTE DOCUSIGN AGREEMENT BY EMAIL REVOCABLE LICENSE AGREEMENT ISSUED BY THE CITY OF MIAMI TO FLAGLER EYE CARE, INC. FOR THE OCCUPANCY OF THE PROPERTY LOCATED AT 174 E FLAGLER STREET MIAMI, FLORIDA Table of Contents RECITALS 3 1. Incorporation of Recitals and Exhibits 3 2. Purpose 4 3. Occupancy and Use Period 4 4. Interest Conferred by this Agreement 4 5. Continuous Duty to Operate 5 6. Use Fee. /Minimum Annual Guarantee 5 7. Late Fees 6 8. Returned Check Fee 6 9. Guarantee Deposit 6 10. Services and Utilities 7 11. Reporting Requirements 8 12. Condition of the Property and Maintenance 9 13. Alterations, Additions or Replacements 9 14. Violations, Liens and Security Interests 10 15. City Access to Property 11 16. Indemnification and Hold Harmless 11 17. Insurance 12 18. No Liability 12 19. Safety 13 20. Taxes and Fees 13 21. Revocation or Termination 13 22. Notices 14 23. Advertising 14 24. Hazardous Materials 15 25. Radon Gas 15 26. Licenses, Authorizations and Permits 16 27. Compliance with all Applicable Laws 16 28. Ownership of Improvements 16 29. Surrender of Property 16 30. Severability 16 1 31. Invalidity 17 32. No Assignment or Transfer 17 33. Public Records 17 34. Americans with Disabilities Act 18 35. Nondiscrimination 18 36. Attorney(s') Fees 18 37. Litigation; Venue 18 38. Waiver of Jury Trial 18 39. Indulgence Waiver 18 40. Time of Essence. 19 41. No Interpretation Against Draftsmen 19 42. Further Acts 19 43. Third Party Beneficiary 19 44. No Partnership 19 45. Headings 19 46. Authority 19 47. Entire Agreement 20 48. Special Provisions 20 49. Electronic Signatures/Counterparts 20 EXHIBIT A EXHIBIT B EXHIBIT C - EXHIBIT D EXHIBIT E EXHIBITS - DESCRIPTION OF PROPERTY AND AREA - REPORTING REQUIREMENTS INSURANCE REQUIREMENTS - CITY RESOLUTION — LICENSEE'S CORPORATE RESOLUTION OR PROOF OF SIGNING AUTHORITY EXHIBIT F — PROPERTY DEED EXHIBIT G — ANTI -HUMAN TRAFFICKING AFFIDAVIT 2 REVOCABLE LICENSE AGREEMENT This Revocable License Agreement ("Agreement") is made and entered into this tst day of January 2025 ("Effective Date"), by and between the City of Miami a municipal corporation of the State of Florida, with address at 444 SW 2nd Avenue Miami, FL 33130 ("City") and Flagler Eye Care, Inc. incorporated under the laws of the State of Florida, with its principal address at 174 E. Flagler Street, Miami, FL 33131 ("Licensee") (collectively the "Parties"). RECITALS WHEREAS, the City is the owner of the real property located at 174 E Flagler Street, Miami, Florida 33131, as further described in Exhibit "A" (the "Property"); and WHEREAS, Licensee is requesting permission to temporarily use approximately 664 square feet of land located on the Property, as further described in Exhibit "A" (the "Area"), for the purpose of eye care center and other eye retail items; and WHEREAS, the Parties desire and intend to enter into this Agreement for Licensee's use of the Area; and WHEREAS, this Agreement is personal to the Licensee and is not assignable or otherwise transferable; and WHEREAS, this Agreement is revocable -at -will by the City and without the consent of the Licensee; and WHEREAS, this Agreement does not transfer an interest in real property including any leasehold or similar possessory interest or estate interest in the Property; and WHEREAS, this Agreement does not convey or transfer any possessory interest or other right to exclude the City from the Property; and WHEREAS, this Agreement does not convey or transfer any right to use the Property for any other purpose than those specifically enumerated herein; and WHEREAS, this Agreement is subject to the audit and inspection rights set forth in Sections 18-100 and 18-102 of the Code of the City of Miami, Florida as amended ("City Code"); and WHEREAS, the Parties jointly and voluntarily stipulate as to the accuracy of these recitals; NOW THEREFORE, in consideration of the mutual covenants set forth herein, the Parties hereby agree as follows: 1. Incorporation of Recitals and Exhibits. The Recitals are true and correct and are hereby incorporated into and made a part of this Agreement. The following exhibits are attached hereto and are hereby incorporated into and made a part of this Agreement: EXHIBIT A — DESCRIPTION OF PROPERTY AND AREA EXHIBIT B — REPORTING REQUIREMENTS EXHIBIT C — INSURANCE REQUIREMENTS 3 EXHIBIT D — CITY RESOLUTION EXHIBIT E — LICENSEE'S CORPORATE RESOLUTION OR PROOF OF SIGNING AUTHORITY EXHIBIT F — PROPERTY DEED EXHIBIT G — ANTI -HUMAN TRAFFICKING AFFIDAVIT In the event of a conflict between the provisions of this Agreement or any of its exhibits, the conflict shall be resolved in favor of this Agreement. 2. Purpose. The City is the owner of the Property. The City has determined that the Area is not needed at this time by any of the City's offices or depai intents. The Licensee wishes to use the Area for retail store ("Permitted Uses"). The City is willing to assist the Licensee by temporarily authorizing the Licensee to occupy and use the Area for the Permitted Uses, under the terms and conditions hereinafter set forth. Licensee's use of the Area is strictly limited to the Permitted Use and is not to be used for any other purpose whatsoever. Any use of the Area not authorized under this Agreement must receive the prior written consent of the City, which consent may be withheld, in its sole and absolute discretion, for any reason or no reason or conditioned upon any additional terms or financial consideration the City may require. 3. Occupancy and Use Period. This Agreement is effective as of the Effective Date first written above and shall remain in effect through the earlier of: (i) 12 months from the Effective Date ("Term"); or (ii) Cancellation or termination by request of either Party or by the City Manager for cause made pursuant to Section 22. This Agreement may be renewed for an additional two (2) one (1) year options upon the written approval of the City Manager. Licensee must submit in writing no earlier than sixty (60) days prior to the expiration of the current term request to exercise renewal options. 4. Interest Conferred by this Agreement. The City hereby authorizes the Licensee to occupy the Area solely for the limited purpose of the Permitted Uses and no other purpose. The Parties hereby agree that the provisions of this Agreement do not constitute a lease and the rights of Licensee hereunder are not those of a tenant but are a mere personal privilege to do certain acts of a temporary character and to otherwise use the Area consistent with the Permitted Uses subject to the terms of this Agreement. No leasehold interest in the Area is conferred upon Licensee under the provisions hereof and Licensee does not and shall not claim at any time any leasehold estate or ownership interest in the Area by virtue of 4 this Agreement or its use of the Area hereunder, irrespective of any expenditure of funds by the Licensee for improvements, construction, repairs, partitions, or alterations to the Area which may be authorized by the City. Additionally, Licensee understands and agrees that the City does not confer any exclusive possessory interest or tenancy to the Area to Licensee under the provisions of this Agreement. The City retains dominion, possession, and control of the Area and the Property. Licensee may not exclude the City, its officials, employees, agents, or representatives or the public from the Area. 5. Continuous Duty to Operate. Intentionally Omitted. 6. Use Fee. In consideration of this Agreement, the Licensee agrees to pay the fee below for a given month. 6.1 Monthly Use Fee. In consideration of this Agreement, commencing on the Effective Date, Licensee agrees to pay a use fee to the City in the amount of Two Thousand, Thirty-three Dollars and Fifty Cents ($2,033.50) per month, plus State Use Tax, if applicable, for each month or any portion thereof that Licensee uses or occupies the Area ("Monthly Use Fee"), which Monthly Use Fee shall be paid in advance and in full on the first day of each month without notice or demand. Monthly Use Fee shall be increased annually by five percent (5%) on October 1 of each year. Payments shall be made payable to the "City of Miami" and shall be delivered to the following address: City of Miami Depaiiment of Finance Attn: Cash Receipts Section 444 SW 2nd Avenue, 6th Floor Miami, Florida 33130 6.2 Percentage of Total Monthly Gross Receipts. Intentionally Omitted. 6.3 Manner of Payment. 5 (i) Commencing on the Effective Date, and on the first day of each following month, the Licensee shall pay to the City the Monthly Use Fee as indicated above. (ii) All payments hereunder shall be made payable to the "City of Miami" and shall be delivered to the following address: City of Miami Department of Finance Attn: Cash Receipts Section 444 SW 2"d Avenue, 6th Floor Miami, Florida 33130 For online payments, visit http://miamigov.com/pay 6.4 Common Areas Costs. Licensee shall have the non-exclusive right to the use or benefit of the areas and/or facilities made available by the City for the safety, benefit or convenience of licensees on the Property ("Common Area") to the extent and in the manner as may be reasonably designated by the City. Licensee shall be responsible to pay for a portion of Common Area Costs, which amount shall be determined by multiplying the City's total Common Area Costs for the Property by a fraction, the numerator of which is the number of rentable square feet in the Premises, and the denominator of which is the aggregate number of rentable square feet in the commercial portion of the Property. "Common Area Costs" shall mean the costs incurred by the City or the reasonably estimated value of such costs, whether or not directly incurred by the City, for the provision, maintenance, and operation of the Common Areas, including but not limited to utilities, security, HVAC, trash collection, janitorial services, and any other services or expenses reasonably related to the upkeep and operation of the Common Areas. City currently arranges for a collection of trash and garbage, the provision of water, and other benefits to Common Areas. Accordingly, Licensee shall pay a portion of the costs thereof as provided herein, which is currently estimated to be $2.82 per rentable square foot. This amount is due monthly in the amount of $156.00, which shall be paid in addition to the Monthly Use Fee. 7. Late Fees. In the event the City does not receive any installment of the Monthly Use Fee within five (5) days of the date in which it is due, Licensee shall pay to the City a late charge in an amount equal to five percent (5%) of the Monthly Use Fee. Such late fees shall constitute additional fees due and payable to the City by Licensee upon the date of payment of the delinquent payment referenced above. Acceptance of such late charge shall not constitute a waiver of Licensee's violations with respect to such overdue amount, nor shall it prevent the City from pursuing any remedy which the City may be otherwise be entitled. 6 8. Returned Check Fee In the event any check is returned to the City as uncollectible, the Licensee shall pay to City a returned check fee ("Returned Check Fee") based on the following schedule: Returned Amount Returned Check Fee $00.01 - $50.00 $20.00 $50.01 - $300.00 $30.00 $300.01 - $800.00 $40.00 Over $800 5% of the returned amount The Returned Check Fee shall constitute additional fees due and payable to City by Licensee, upon the date of payment of the delinquent payment referenced above. Acceptance of Returned Check Fee by City shall, in no event, constitute a waiver of Licensee's violations with respect to such overdue amount nor prevent City from the pursuit of any remedy to which City may otherwise be entitled. 9. Guarantee Deposit. Due on the Effective Date of this Agreement, and as a condition to its effectiveness, Licensee shall pay to the City a guarantee deposit in the amount of Three Thousand Eight Hundred 7 Seventy Three Dollars and Thirty Four Cents ($3,873.34) ("Guarantee Deposit") to be held by the City throughout the Term of this Agreement, including any renewal periods. The Guarantee Deposit shall secure the Licensee's performance under this Agreement and full payments of the fees and charges due hereunder, including, but not limited to the Use Fee(s), maintenance, repairs, restoration, or other applicable charges, or to defray the expenses incurred by the City as a consequence of Licensees use or non-use of the Area. The City shall return the Guarantee Deposit, or any unexpended portion thereof, to Licensee upon the full satisfaction of Licensee's obligations herein. The City may deduct the cost of any repairs necessary to restore the Area to its preexisting condition, repairs or replacements of any damaged equipment or materials, any costs or expenses the City incurs as a result of Licensee's failure to perform any of its obligations herein, or outstanding fees or charges due to the City from the Guarantee Deposit. In the event the amount necessary for repairs or replacements or to satisfy payments due or perform any of Licensee's obligations herein exceeds the Guarantee Deposit, then Licensee agrees to pay the excess balance to the City within five (5) business days of the City's request for payment. Should the City use any amount of the Guarantee Deposit, Licensee shall reimburse the amount used to ensure the Guarantee Deposit remains at the amount indicated above within five (5) business days of the City's request for payment. The use of the Guarantee Deposit or any portion thereof by the City shall not prevent the City from exercising any other right or remedy provided for under this Agreement or at law and shall not limit any recovery to which City may be otherwise entitled. 10. Services and Utilities. 10.1 Licensee's Responsibilities. Licensee, at its sole cost and expense, shall pay for all utilities which may include, but is not limited to, electricity, water, storm water fees, gas, telephone, television, cable, telecommunications, internet, garbage and sewage disposal used by Licensee during its use of the Area, as well as all costs for installation of any lines and equipment necessary. Licensee, at its sole cost, shall install, as applicable, all utilities required for its use, and arrange for direct utility billing from all applicable utility companies for such services. The City is not a guarantor or in any manner responsible for payment of Licensee's responsibilities as they are set forth in this Agreement. Licensee, at its sole cost and expense, shall provide cleaning and janitorial services and hire pest and termite control services for the Area, as needed, to ensure that the Area will at all times be in a clean and sanitary condition and free from vermin. Licensee agrees to provide any and all security it deems necessary to protect its operations and equipment. Licensee shall ensure that all appropriate equipment and lights have been turned off and appropriate doors locked at the close of operations within the Area each day. Licensee shall be responsible to take prudent preventive maintenance measures to safeguard the Area from storms and other "Acts of God" as that term is defined by Florida law. 10.2 City's Responsibility. City, at its sole cost, shall pay for the following utilities: None. The City reserves the right to interrupt, curtail or suspend the provision of any utility service provided by it, including but not limited to, heating, ventilating and air conditioning systems and 8 equipment serving the Property, when necessary by reason of accident or emergency, or for repairs, alterations or improvements in the judgment of City desirable or necessary to be made or due to any cause beyond the reasonable control of the City. The work of such repairs, alterations or improvements shall be prosecuted with reasonable diligence. The City shall in no respect be liable for any failure of the utility companies or governmental authorities to supply utility service to Licensee or for any limitation of supply resulting from governmental orders or directives, Licensee shall not claim any damages by reason of the City's or other individual's interruption, curtailment or suspension of a utility service, nor shall the Agreement or any of Licensee's obligations hereunder be affected or reduced thereby. 11. Reporting Requirements. Intentionally Omitted. 11.2 Preventive Maintenance Report. Intentionally Omitted. 9 12 Condition of the Area and Maintenance. Licensee accepts the Area "as is", in its present condition and state of repair and without any representation or affirmation by or on behalf of City, and agrees that City shall, under no circumstances, be liable for any latent, patent, or other defects in the Area. Licensee, at its sole cost, shall maintain the Area in its current condition, subject to reasonable wear and tear, ordinary wear and tear excepted, at all times and in an attractive, clean, safe and sanitary condition and shall suffer no waste or injury thereto. Licensee shall be responsible for all interior and exterior non- structural repairs to the Area required or caused by Licensee's use of part thereof. Licensee agrees to make all changes necessary to the Area at Licensee's sole cost and expense in order to comply with all City, County, and State code requirements for Licensee's occupancy thereof. 13 Alterations, Additions or Replacements. Except in the event of an emergency, Licensee shall not make any repair in excess of One Thousand Dollars $1,000.00 without first receiving the written approval of the City, which approval may be conditioned, denied, or withheld for any or no reason whatsoever, including a condition to pay additional fees if such alteration will affect the cost of services being provided by the City. If the City Manager or his/her designee approves such request, no repair or alteration shall be commenced until plans and specifications therefore shall have been submitted to and approved by the City Manager or his/her designee. The Licensee shall be solely responsible for applying and acquiring all necessary permits, including but not limited to, building permits. The Licensee shall be responsible for any and all costs associated with any alterations including, but not limited to, design, construction, installation and permitting costs. All alterations to the Area, whether or not by or at the expense of the Licensee, shall, unless otherwise provided by written agreement of the parties hereto, immediately upon their completion become the property of the City and shall remain and be surrendered with the Area. In the event of an emergency, Licensee may reasonably proceed to perform such repair work and shall immediately notify City of such work. All alterations must be in compliance with all statutes, laws, codes, ordinances and regulations of the State of Florida, Miami -Dade County, City of Miami and any other agency that may have jurisdiction over the Property as they presently exist and as they may be amended hereafter. In the event of an emergency, Licensee shall reasonably proceed to perform such repair work and shall immediately notify the City Manager or his/her designee of such work. 10 14 Violations, Liens and Security Interests. The Licensee shall not suffer or permit any statutory, laborers, material person, or construction liens to be filed against the title to the Property, nor against any alteration by any reason, including but not limited to, by reason of work, labor, services, tax liabilities or materials supplied to the Licensee or anyone having a right to possession of the Property. Nothing in this Agreement shall be construed as constituting the consent or request of the City, expressed or implied, by inference or otherwise, to any contractor, subcontractor, laborer or material person for the performance of any labor or the furnishing of any materials for any specific alteration, or repair of or to the Property nor as giving the Licensee the right, power or authority to contract for or permit the rendering of any services or the furnishing of any materials that would give rise to the filing of any construction liens against the Property. If any construction, tax or other lien shall at any time be filed against the Property, the Licensee shall cause it to be discharged of record within fifteen (15) days after the date the Licensee acquires knowledge of its filing. If the Licensee shall fail to discharge a construction or other lien within that period, then in addition to any other right or remedy available to the City, the City may, but shall not be obligated to, discharge the lien either by paying the amount claimed to be due or by procuring the discharge of the lien by deposit in court of bonding or other acceptable form of security in lieu thereof. Additionally, the City may compel the prosecution of an action for the foreclosure of the construction lien by the lienor and pay the amount of the judgment, if any, in favor of the lienor (with interest, costs and allowances), with the understanding that all amounts paid by the City shall constitute additional payments due and payable under this Agreement and shall be repaid to the City by the Licensee immediately upon rendition of any invoice or bill by the City. The Licensee shall not be required to pay or discharge any statutory, laborers, supplies, material person or construction lien so long as the Licensee proceeds as follows: (i) the Licensee shall in good faith proceed to contest the lien by appropriate proceedings; (ii) the Licensee shall have given notice in writing to the City of its intention to contest the validity of the lien; and (iii) the Licensee shall furnish and keep in effect a surety bond of a responsible and substantial surety company reasonably acceptable to the City or other security reasonably satisfactory to the City in an amount sufficient to pay one hundred ten percent (110%) of the amount of the contested lien claim with all interest on it and costs and expenses, including reasonable attorneys' fees, to be incurred in connection therewith. Licensee further agrees to hold City harmless from, and to indemnify the City against, any and all claims, demands and expenses, including reasonable attorney's fees, by reason of any claims of any contractor, subcontractor, material person, laborer or any other third person with whom Licensee has contracted or otherwise is found liable for, in respect to the Property. 11 15 City Access to Area. City and its authorized representative(s) shall have access to the Area at all reasonable times, whether or not during normal business hours. City will maintain a complete set of keys to the Area, if applicable. Licensee, at its sole cost and expense, may duplicate or change key locks to the Area but not until first receiving written approval from the Director for such work. In the event Licensee changes key locks as approved by the Director. Licensee, at its sole cost and expense, must also provide to City a copy or copies of said keys, if more than one copy is required. The City shall have access to and entry into the Area at any time to (a) inspect the Area, (b) to perform any obligations of Licensee hereunder which Licensee has failed to perform after written notice thereof to Licensee, Licensee not having cured such matter within ten (10) days of such notice, (c) to assure Licensee's compliance with the terms and provisions of this Agreement and all applicable laws, ordinances, codes, rules and regulations, (d) to show the Property, inclusive of the Area, to prospective purchasers or tenants, and (e) for other purposes as may be deemed necessary by the City Manager in the furtherance of the City's corporate/municipal purposes, provided, however, that the City shall make a diligent effort to provide at least 24-hours advance written notice and Licensee shall have the right to have one or more of its representatives or employees present during the time of any such entry. The City, its officials, employees and agents, shall not be liable for any loss, cost or damage to the Licensee by reason of the exercise by the City of the right of entry described herein for the purposes listed above. The making of periodic inspection or the failure to do so shall not operate to impose upon City any liability of any kind whatsoever nor relieve the Licensee of any responsibility, obligations or liability assumed under this Agreement. 16 Indemnification and Hold Harmless. Licensee shall indemnify, defend and hold harmless the City and its officials, employees and agents (collectively referred to as "Indemnitees") and each of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from, or in connection with (i) the performance or non-performance of the obligations contemplated by this Agreement which is or is alleged to be directly or indirectly caused, in whole or in part, by any act, omission, default or negligence (whether active or passive) of Licensee or its employees, agents or subcontractors (collectively referred to as "Licensee"), regardless of whether it is, or is alleged to be, caused in 12 whole or part (whether joint, concurrent or contributing) by any act, omission or default or negligence (whether active or passive) of the Indemnitees, or any of them or unless such injuries or damages are ultimately proven to be the result of grossly negligent or willful acts or omissions on the part of the City, its officials and/or employee; or, (ii) the failure of the Licensee to comply with any of the paragraphs herein or the failure of the Licensee to conform to statutes, ordinances, codes, rules, or other regulations or requirements of any governmental authority, federal or state, in connection with the performance of this Agreement. Licensee expressly agrees to indemnify and hold harmless the Indemnitees, or any of them, from and against all liabilities which may be asserted by an employee or former employee of Licensee, or any of its subcontractors, as provided above, for which the Licensee's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. Licensee further voluntarily and knowingly acknowledges that, as lawful consideration for being granted the right to utilize and occupy the Area, Licensee, on behalf of himself, his agents, invitees and employees, does hereby release from any legal liability the City, its officers, agents and employees, from any and all claims for injury, death or property damage resulting from Licensee's use of the Area. The Licensee affirms that the granting of this Agreement is good, sufficient and independent consideration granted by the City for this Indemnification and Hold Harmless, which shall survive the termination or expiration of the Agreement. Nothing herein is intended to act as a waiver of the City's sovereign immunity beyond the limitations set forth in Section 768.28, Florida Statutes. 17 Insurance. Licensee, at its sole cost, shall obtain and maintain in full force and effect at all times throughout the period of this Agreement, the insurance as set forth in Exhibit "C" attached hereto and made a part hereof. 18 No Liability. In no event shall the City be liable or responsible for injury, loss or damage to the property, improvements, fixtures and/or equipment belonging to or rented by Licensee, its officers, agents, employees, invitees or patrons occurring in or about the Area that may be stolen, destroyed, or in any way damaged, including, without limitation, fire, flood, steam, electricity, gas, water, rain, vandalism or theft which may leak or flow from or into any part of the Area, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the Area, or from hurricane or any act of God or any act of negligence of any user of the facilities or occupants of the Area or any person whomsoever whether such damage or injury results from conditions arising upon the Area or upon other portions of the Area or from other sources. Licensee indemnifies the City, its officers, agents and employees from and against any and all such claims even if the claims, costs, liabilities, suits, actions, damages or causes of action arise from the negligence or alleged negligence of the City, including any of its employees, agents, or officials. Licensee further acknowledges that as lawful consideration for being granted the right to utilize and occupy the Area, Licensee, on behalf of himself, his agents, invitees, and employees, does hereby release from any legal liability the City, its officers, agents, and employees, from any and all claims for injury, death, or property damage resulting from Licensee's use of the Area. 13 19 Safety. Licensee will allow City inspectors, agents or representatives the ability to monitor its compliance with safety precautions as required by federal, state or local laws, rules, regulations, and ordinances. By performing these inspections, the City, its agents, or representatives are not assuming any liability by virtue of these laws, rules, regulations, and ordinances. Licensee shall have no recourse against the City, its agents, or representatives from the occurrence, nonoccurrence or result of such inspection(s). Upon issuance of a notice to proceed, the Licensee shall contact the Risk Management Department at (305) 416-1700 to schedule the inspection(s). 20 Taxes and Fees. Licensee shall pay before any fine, penalty, interest or costs is added for nonpayment, any and all charges, fees, taxes, impositions, or assessments levied against the Property (collectively Assessments), its proportionate share of use of the Property and/or against personal property of any kind, owned by or placed in, upon or about the Area by Licensee, including, but not limited to, ad valorem taxes, fire fees, if any, and parking surcharges. In the event Licensee appeals an Assessment, Licensee shall immediately notify the City Manager of its intention to appeal said Assessment and shall furnish and keep in effect a surety bond of a responsible and substantial surety company reasonably acceptable to the City Manager, or his/her authorized designee, or other security reasonably satisfactory to the City Manager, or his/her authorized designee, in an amount sufficient to pay one hundred percent (100%) of the contested Assessment with all interest on it and costs and expenses, including reasonable attorneys' fees to be incurred in connection with it. 21 Revocation or Termination. (i) Revocation by Request of Either of the Parties Without Cause. Either Party may revoke this Agreement at any time without cause by giving not less than thirty (30) days written notice to the non -revoking Party prior to the effective date of the revocation. This is a revocation for convenience clause and neither party shall have any recourse against the other party due to the exercise of such revocation provided; however, that Licensee must pay its fees due to the City under this Agreement through the effective date of such revocation. (ii) Revocation by City Manager for Cause. If at the sole and complete discretion of the City Manager, Licensee in any manner violates the restrictions, terms, and conditions of this Agreement, then, and in the event, after ten (10) days written notice given to Licensee by the City Manager within which to cease such violation or correct such deficiencies or begin to correct deficiencies that are by their nature not correctable within 10 days, and upon failure of Licensee to do so after such written notice within said ten (10) day period, this Agreement shall be automatically revoked without the need for further action by the City. Upon such automatic revocation, Licensee shall abide by the terms of Paragraphs 6 and 32 herein. 14 22 Notices. All notices or other communications which may be given pursuant to this Agreement shall be in writing and shall be deemed properly served if delivered by personal service or by certified mail addressed to City and Licensee at the address indicated herein or as the same may be changed 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: AS TO THE LICENSEE AS TO THE CITY: Name: Raymond Scott Johnston Art Noriega V. City Manager Title: President 444 SW 2nd Avenue, 10th Floor Miami, FL 33130 Address 1: 1750 SW 18 Avenue, anoriega@miamigov.com Address 2: Miami, FL 33145 WITH A COPY TO: Email: rsjcharlie@gmail.com George K. Wysong III City Attorney 444 SW 2" Avenue, 9th Floor Miami, FL 33130 gwysong@miamigov.com 23 Advertising. Licensee shall not permit any signs or advertising matter to be placed either in the interior or upon the exterior of the Area without having first obtained the approval of the Contract Manager or his/her designee, which approval may be withheld for any or no reason, at his/her sole discretion. Licensee shall, at its sole cost and expense, install, provide, maintain such sign, decoration, advertising matter or other things as may be permitted hereunder in good condition and repair at all times. Licensee must further obtain approvals, permits, or other required approvals by whatever name called, from all governmental authorities having jurisdiction, and must comply with all applicable requirements set forth in the Miami -Dade County Code, the City of Miami Code and Zoning Ordinance. Any signage existing as of the date of this Agreement is in compliance with the requirements in this section. Upon the revocation or expiration of this Agreement, Licensee shall, at its sole cost and expense, remove any sign, decoration, advertising matter or other thing permitted hereunder from the Area. If any part of the Area is in any way damaged by the removal of such items, said damage shall be repaired by Licensee at its sole cost and expense. Should Licensee fail to repair any damage caused to the Area within ten (10) days after receipt of written 15 notice from City directing the required repairs, City shall cause the Area to be repaired at the sole cost and expense of Licensee. Licensee shall pay City the full cost of such repairs within five (5) days of receipt of an invoice indicating the cost of such required repairs. Licensee hereby understands and agrees that the City may, at its sole discretion, erect or place upon the Area an appropriate sign, plaque, or historic marker indicating City's having issued this Agreement. 24 Hazardous Materials. The Licensee shall, at its sole cost and expense, at all times and in all respects comply with all federal, state and local laws, statutes, ordinances and regulations, rules, rulings, policies, orders and administrative actions and orders relating to hazardous materials ("Hazardous Materials Laws"), including, without limitation, any Hazardous Materials Laws relating to industrial hygiene, environmental protection or the use, storage, disposal or transportation of any flammable explosives, toxic substances or other hazardous, contaminated or polluting materials, substances or wastes, including, without limitation, any "Hazardous Substances", "Hazardous Wastes", "Hazardous Materials" or "Toxic Substances" (collectively "Hazardous Materials"), under any such laws, ordinances or regulations. The Licensee shall, at its sole cost and expense, procure, maintain in effect and comply with all conditions of any and all permits, licenses and other governmental and regulatory approvals relating to the presence of Hazardous Materials within, on, under or about the Area or required for the Licensee's use of any Hazardous Materials in or about the Area in conformity with all applicable Hazardous Materials Laws and prudent industry practices regarding management of such Hazardous Materials. Upon revocation or expiration of this Agreement, the Licensee shall, at its sole cost and expense, cause all Hazardous Materials, including their storage devices, placed in or about the Area by the Licensee or at the Licensee's direction, to be removed from the Area and transported for use, storage or disposal in accordance and compliance with all applicable Hazardous Materials Laws. The Licensee may operate according to the custom of the industry so long as the use or presence of Hazardous Materials is strictly and properly monitored according to, and in compliance with, all applicable governmental requirements. The requirements of this Paragraph shall survive the revocation or expiration of this Agreement. The City represents that: (i) To the best of its knowledge there are no environmental violations, whether under federal, state, or local laws, existing on the Property; and (ii) To the best of its knowledge there are no Hazardous Materials presently existing on the Property. 25 Radon Gas. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. Licensee may, have an appropriately licensed person test the Area for radon. If the radon level exceeds acceptable EPA standards, the City may choose to reduce the radon level to an acceptable EPA level, failing which either party may cancel this License. 16 26 Licenses, Authorizations and Permits. Licensee shall obtain, or cause to be obtained, and maintain in full force and effect throughout the term of this Agreement, at its sole expense, all local, state, and federal licenses, authorizations and permits that are necessary for Licensee to conduct its commercial activities. Licensee shall be responsible for paying the cost of said applications and obtaining said licenses, authorizations and permits. 27 Compliance with all Applicable Laws. Licensee accepts this Agreement and hereby acknowledges that Licensee's strict compliance with all applicable federal, state, and local laws, codes, ordinances, and regulations is a condition of this Agreement, and Licensee shall comply therewith as the same presently exist and as they may be amended hereafter. This Agreement shall be construed and enforced according to the laws of the State of Florida. 28 Ownership of Improvements. As of the Effective Date and throughout the use period, all buildings and improvements on the Property shall be vested with the City. Furthermore, title to all alterations made in or to the Property, whether or not by or at the expense of Licensee, shall, unless otherwise provided by written agreement, immediately upon their completion become the property of the City and shall remain and be surrendered with the Property. 29 Surrender of Area. In either event of early termination or revocation of this Agreement, Licensee shall peacefully surrender the Area in good condition and repair together with all alterations, fixtures, installation, additions, and improvements which may have been made in or attached on or to the Area. Licensee shall promptly remove all its personal property, trade fixtures, and equipment and Licensee shall repair any damage to the Area caused thereby. Should Licensee fail to repair such damage to the Area within ten (10) days after receipt of written notice from City directing the required repairs, City may cause the Area to be repaired at the sole cost and expense of Licensee. Licensee shall pay City the full reasonable cost of such repairs within ten (10) days of receipt of an invoice indicating the cost of such required repairs. Ordinary wear and tear shall be deemed not to include damage or injury caused by moving Licensee's property or trade fixtures into or out of the Licensed Area. At City's option, City may require Licensee to restore the Area so that the Area shall be as it was on the Effective Date of this Agreement. In the event Licensee fails to remove its personal property, equipment, and fixtures from the Area within the time limit set by the notice, said property shall be deemed abandoned and thereupon shall become the sole personal property of the City. The City, at its sole discretion and without liability, may remove and/or dispose of same as City sees fit, all at Licensee's sole cost and expense. 30 Severability. It is the express intent of the parties that this Agreement constitutes a license and not a lease. To further this intent, the parties agree as follows: (i) if any provision of this Agreement, or the application thereof to any circumstance, suggest that a lease, rather than a license, has been created, then such provision shall be interpreted in the light most favorable to the creation of a 17 license and (ii) if any provision of this Agreement, or the application thereof to any circumstance, is determined by a court of competent jurisdiction to have created a lease rather than a license, then such provision shall be stricken and, to the fullest extent possible, the remaining provisions of this Agreement shall not be affected thereby and shall continue to operate and remain in full force and effect. With regard to those provisions which do not affect the parties intent for this Agreement, should any provision, section, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provision, section, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. 31 Invalidity. In the event that any non -material provision of this Agreement shall be held to be invalid for any reason, such invalidity shall not affect the remaining portions of this Agreement and the same shall remain in full force and effect. 32 No Assignment or Transfer. Licensee cannot assign, sublicense, sell, or transfer its privilege of occupancy and use granted unto it by this Agreement. Any assignment, sublicense, sale or disposition of this Agreement or any interest therein by Licensee shall result in the immediate automatic revocation of this Agreement without notice by the City. 33 Public Records. Licensee understands that the public shall have access, at all reasonable times, to City contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable law. IF LICENSEE HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO LICENSEE'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS(a,MIAMIGOV.COM, OR REGULAR EMAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FL, MIAMI, FL 33130. LICENSEE MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS AGREEMENT. 33. Conflict of Interest. Licensee is aware of the conflict of interest laws of the City of Miami (Miami City Code Chapter 2, Article V), Miami -Dade County, Florida (Miami -Dade County Code, Section 2-11.1 et. seq.) and of the State of Florida as set forth in the Florida Statutes, as amended, and agrees that it will fully comply in all respects with the terms of said laws and any future amendments thereto. Licensee covenants that no person or entity under its employ, presently exercising any functions or responsibilities in connection with this Agreement, has any personal financial interests, direct or indirect, with the City. Licensee further covenants that, in the performance of this Agreement, 18 no person or entity having such conflicting interest shall be utilized in respect to services provided hereunder. Any such conflict of interest(s) on the part of Licensee, its employees or associated persons, or entities must be disclosed in writing to the City. 34. Americans with Disabilities Act. Licensee shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines and standards. Additionally, Licensee shall take affirmative steps to ensure nondiscrimination in employment of disabled persons. 35. Nondiscrimination. In the performance of this Agreement or any extension thereof, Licensee and/or its authorized agents shall not discriminate in connection with its occupancy and use of the Property and improvements thereon, or against any employee or applicant for employment because of race, ancestry, national origin, color, sex, religion, age, disability, familial status, marital status or sexual orientation. Licensee and/or its authorized agents will ensure that its employees are fairly treated during employment without regard to their race, national origin, ancestry, color, sex, religion, age, disability, familial status, marital status or sexual orientation. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation. 36. Attorney(s') Fees. In the event it becomes necessary for either party to institute legal proceedings to enforce the provisions of this Agreement, each party shall bear its own attorneys' fees. 37. Litigation; Venue. Any dispute or civil action herein shall be resolved in the state and federal courts located in Miami -Dade County, Florida. The parties shall attempt to mediate any dispute without litigation. If the parties agree to mediate any such dispute the standards and procedures of set forth in Chapter 44, Florida Statutes, "Mediation Alternatives to Judicial Action", as amended, will apply. However, this is not intended to establish mediation as a condition precedent before pursuing specific performance, equitable or injunctive relief. 38. Waiver of Jury Trial. The parties hereby knowingly, irrevocable, voluntarily, and intentionally waive any right either may have to a trial by jury in respect of any action, proceeding or counterclaim based on this Agreement, or arising out of, under or in connection with this Agreement or any amendment or modification of this Agreement, or any other agreement executed by and between the parties in connection with this Agreement, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party hereto. This waiver of jury trial provision is a material inducement for the City and Licensee entering into the subject transaction. 39. Waiver. The waiver by either party or any breach by either party of any one or more of the covenants, conditions or provisions of this Agreement shall not be construed to be a waiver of any subsequent or other breach of the same or any covenant, condition or provision of this Agreement, nor shall 19 any failure on the part of the City to require or exact full and complete compliance by Licensee with any of the covenants, conditions or provisions of this Agreement be construed as in any manner changing the terms hereof to prevent the City from enforcing in full the provisions hereto, nor shall the terms of this Agreement be changed or altered in any manner whatsoever other than by written agreement of the City and Licensee. 40. Time of Essence. It is expressly agreed by the parties hereto that time is of the essence with respect to this Agreement. If the final day of any period falls on a weekend or legal holiday, then the final day of said period or the date of performance shall be extended to the next business day thereafter. 41. No Interpretation Against Draftsmen. The Parties agree that no provision of this Agreement shall be construed against any particular party and each party shall be deemed to have drafted this Agreement. This Agreement is the result of negotiations between the Parties and has been typed/printed by one party for the convenience of both Parties, and the Parties covenant that this Agreement shall not be construed in favor of or against either of the Parties. This Agreement may be amended only by written document, properly authorized, executed, and delivered by both parties hereto. For the City, appropriate authorization shall be constructed to mean appropriate formal action by the City Manager or the City Manager's designee, or if required by law, the Miami City Commission. This Agreement shall not be constructed in favor of one party or the other. All matters involving this Agreement shall be governed by the laws of the State of Florida. 42. Further Acts. In addition to the acts and deeds recited herein and contemplated to be performed, executed and/or delivered by the Parties, the Parties each agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered any and all such further acts, deeds and assurances as may be necessary to consummate the transactions contemplated hereby. 43. Third Party Beneficiary. This Agreement is solely for the benefit of the Parties hereto and no third party shall be entitled to claim or enforce any rights hereunder. 44. No Partnership. Nothing contained herein shall make, or be construed to make any party a principal, agent, partner or joint venture of the other. 45. Headings. Title and paragraph headings are for convenient reference and are not a part of this Agreement. 46. Authority. Each of the Parties hereto acknowledges it is duly authorized to enter into this Agreement and that the signatories below are duly authorized to execute this Agreement in their respective behalf. 20 47. Entire Agreement. The Parties hereto agree that this License set forth the entire agreement between the Parties, and there are no promises or understandings other than those stated herein. None of the provisions, terms and conditions contained in this License may be added to, modified, superseded, or otherwise altered, except as may be specifically authorized herein or by written instrument executed by the Parties hereto. 48. Electronic Signatures/Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. The Parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF, or other email transmission), which signature shall be binding on the Party whose name is contained therein. Any Party providing an electronic signature agrees to promptly execute and deliver to the other Parties an original signed Agreement upon request. 21 IN WITNESS WHEREOF, the parties hereto have executed this Agreement of the day and year first above written. ATTEST: Witness 1: BY: ''' 1-1k NAME: TITLE: 4 61 6 Witness 2: BY: lL- J9.,Lt NAME: QMli TITLE: 'Vi) I CC. 22 LICENSEE Hagler Eye Care, Inc. A FIorida/For Profit Corporation BY: NAME: Raymond Johnston TITLE: President ATTEST: BY: Signed by: //DocuSigned by: �— E46D7560DCF1459... Todd B. Hannon City Clerk THE CITY OF MIAMI, A MUNICIPAL CORPORATION OF THE STATE OF FLORIDA DocuSigned by: BY: artlaurNoin�a 850CF6C372DD42A... Arthur Noriega V City Manager APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: (--DocuSigned by: Gbroc, (Aisam ill BY: `— 88776E9FE882488... George K. Wysong III City Attorney 23 DocuSigned by: BY: vas & Gb�v) 27395C6318214E7... Ann -Marie Sharpe Director of Risk Management EXHIBIT A DESCRIPTION OF PROPERTY AND AREA Property: Olympia Theater Retail Folio No.: 01-0112-010-1010 Legal Description: MIAMI NORTH PB B-41 LOTS 1 & 2 & S55FT OF LOT 3 & N 45FT OF LOTS 18-19-20 LESS W 2 IN OF N65FT OF LOT 2 BLK 121 LOT SIZE IRREGULAR 75R-148292 - OR 9053-723 TYPE OF REPORT EXHIBIT B REPORTING REQUIRMENTS DUE DATE Intentionally Omitted. Intentionally Omitted. 25 EXHIBIT C INSURANCE REQUIRMENTS I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $2,000,000 Products/Completed Operations $1,000,000 Personal and Advertising Injury $1,000,000 B. Endorsements Required City of Miami listed as an additional insured Primary Insurance Clause Endorsement II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident $300,000 B. Endorsements Required 26 City of Miami included as an Additional Insured Letter can be provided if no vehicle exposure is anticipated in connection with This agreement. �. Worker's Compensation (i) Limits of Liability Statutory -State of Florida Waiver of subrogation (ii) Employer's Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident. $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit Letter can be provided, if less than (4) employees IV. Property Commercial Property Insurance affording coverage for the Business Personal Property owned by Flagler Eye Care, Inc. The 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, including wind and named storm, hail, and flood, if applicable. Coverage must also be included for business income. The property COI must reflect replacement cost valuation, and list the City as loss payee. 27 The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change, or in accordance to 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. 28 / ACORD® CERTIFICATE OF LIABILITY INSURANCE �..."---- DATE (MM/DD/YYYY) 11 /05/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER The Insurance Shop, LLC I -Shop Online Insurance Agency, LLC 3901 South Providence Rd Suite B Columbia, MO 65203 CONTACT Ashley Baker (A/C,, N , Ext): 573-445-5535 (AA//C, No): 833-492-5952 E-MAIL h I service nsuranceso Ilc.com ADDRESS: p INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Prop & Cas Ins Co of Hartford 34690 INSURED Flagler Eye Care Inc 10 Se 2nd Ave Miami, FL 33131 INSURER B: INSURER C : INSURERD: INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBERLIMITS POLICY EFF (MM/DD/YYYY) POLICY EXP (MMIDD/YYYY) A X COMMERCIAL GENERAL LIABILITY 84SBMBL4WPW 10/23/2024 10/23/2025 EACH OCCURRENCE $ 1 ,000,000 CLAIMS -MADE X OCCUR DAMAGE RENTE PREMISESO(Ea occur ence) $ 1 ,000,000 MED EXP (Any one person) $ 10,000 PERSONAL&ADVINJURY $ 1,000,000 GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES PRO JECT PER: LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OPAGG $ 2,000,000 $ AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS NON -OWNED AUTOS ONLY COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB EXCESS LIAB O OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N /A PER STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ A EPLI 84SBMBL4WPW 10/23/2024 10/23/2025 Each Claim: Annual Aggregate: $25,000 $25,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The general liability policy includes a blanket additional insured endorsement that provides additional insured status on a primary, non-contributory basis only when there is a written contract between the named insured and City of Miami that requires such status. CERTIFICATE HOLDER CANCELLATION City of Miami Risk Manager 444 SW 2nd Avenue 9th Floor Miami FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD FLAGLER EYE CARE 10 S.E.. 2nd Ave. Miami, FL 3313/ 305,374-B993 olicig r1,/ c_etke, ; f 44,E . )-(ifh a /4 000 dew /4, t) 114,p, MI 0 . 29 Good morning, I have heard back from the Hartford. I a poLogi ze, but they have declined adding the property coverage due to the following: After reviewing the property at 10 SE 2nd Ave, Miami, FL 33131, it has been determined that the location is ineligible for property coverage due to current underwriting guidelines for coastal locations due to the distance to coast and year built. As a result, we are unable to add property coverage to the selected location. I have touched base with the producer, but none of our other carriers will write this type of coverage. I deeply apologize for any inconvenience. Thank you, Ashley Baker Service Team The Insurance Shop CA DBA: I -Shop Online Insurance Agency, LLC 3809 South Providence Columbia, MO 65203 To provide a higher level of service to our clients and partners, service and renewal teams have been implemented. Service requests including certificates and changes to current policies can be emailed to service@insuranceshopllc com. Renewal questions can be emailed to quoteteam@insuranceshopllc.com. 888.611.7467Insurance Shop Phone 833.492.5952 Insurance Shop Fax 573.445.5535 Insurance Shop local www.I nsu ranceShopl lc. com www. W orkersCompensati onShop. com www. Ge nera Ilia hi IityShop. com The Insurance Shop. Worker pnsationSIio cam GeneralLiabitiryShop •e shop insurance so you dont hare to L wa ahep work c�cmp °� +ma's as •f]rede to we -shop GL ranee so you doa'I have to 30 EXHIBIT D CITY OF MIAMI RESOLUTION [on the following page] 31 C ity Of M larni Legislation Resolution Enactment Plum her: R-23-0413 CH, Ha Pan. dam, _- 31'.13 a aa.rriarnpa+.00m File Number. 14650 Final Action Date:51292023 A RESOLUTION OF THE CRY OF MIAMI COM MISSION. WITH ATTACHMENT'S: AUTHORIZING THE CITY MANAGER TO EXECUTE A REVOCABLE LICENSE AGREEMENT (`AGREEMENT'), IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, BETWEEN THE CITY OF MIAMI''CFr) AND FLAGLER EYE CARE.. INC. (LICENSEE), FOR THE USE OF PROPERTY LOCATED AT 174 & 176 EAST FLAGLER STREET. MIAMI, FLORIDA ('PROPERTY'), FOR A ONE-YEAR TERM AND PROVIDING FOR A MONTHLY USE FEE ±'MONTHLY USE FEE'1 OF ONE THOUSAND NINE HUNDRED THIRTY-SIX DOLLARS AND SIXT''-SEVEN CENTS 4.1,23 .67) WITH TWO {2) ONE YEAR OPTION TO RENEW WITH ADD TIONAL TERMS AND CONDITIONS AS SPECIFIED ON THE TERM SHEET, ATTACHED AND INCORPORATED AS EXHIBIT 'A PROVIDED L CENSEE IS CURRENT ON ALL PAYMENTS TO THE CITY, FURTHER AUTHORIZING THE CFIY MANAGER TO NEGDTIATE AND EXECUTE ALL NECESSARY DOCUMENTS, INCLUDING AMENDMENTS TO SAID AGREEMENT, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, FOR SAID PURPOSES STATED HEREIN. WHEREAS, on July 24, 1475, the City of Miami acquired, by way Dia Special Warranty deed, the property located a1 174 E. Nagler Street Miami, FL 33131, the Olympia Theater and Tower, also known as the Gasman Center for the Pertorrning Arts ham Maurice Gasman Cultural CenierTar the Performing Ails, Inc.; and WHEREAS, Me previously existrig sub -lease and license agreement 'MEN the Licensee was preeioy managed by airld party and has since expired; and WHEREAS, the Licensee currentfyr occupies commercial space at the Propertyr, and 'A'- E''EAS. the Departmental Real Estate andAeee1 Management {'DREAM'} :::^3: =t,= C ,Y eater Into a new Revocable License Agreement{'Agreenenr) wllh :ern, prodding fora monthly use lee {'monthly ruse fee] of one - .=:::h.ry-six dollars and slaty-ee en cents (S1,934.67), stu1tltio'2} one . .. - _ r MTh ac 3 tonal terns and conditions as spedned on 1he term sheet a-a.r ora:Ed as El 1Ibti'A'; and Who=EAS, me City of M am! Issued RFP 1568396 i'RFP'}for Vie resiaration, Irnproverneni; and lease al Olympia Theater and Tower and -said RFP e3¢ilred an March 3, 2023; NOW, THEREFORE, 9E rr RESOLVED BY THE COMMISSION OF THE CRY OF MRMI, FLORIDA Section 1. The redits anti fntlhgs contained In blue Preamble 10 this Resolution are adopted by reference and Incorporated whiny set forth In this Section. :iscUla9 2. The City Manager Is authorized' to negotiate and, execute T1ie Agreement, In a form acceptable to the City Attorney, between the Crty and LIcsnsee, tqr use ar mmrnerclal space located al 174-176 East FlaglerStreet, Warn!, Florida, avhh terms and condltons 3E more spedlically SEI north In attached and Incorporated Exh1lt'A.` SEcUon 3. This Resalutian shall became eftecUve Immediately upon tit eideptlan. APPROVED AS TO FORM AND CORRECTNESS: R;rnl5la �1R +ia :�IHr Y1;ii i alp '^} 5/111i1M NOTE :1-Pusrerrtto 'a-r.:.- :- : '_ bee -one erreQ e2 rrrrrenlatety upon actquori byte Oor rrisstm. NOTE = ' =.:: ' - ' :' - :crteeners amendment by law daparirneril area per legal cplricn, ti may be cen=: -.-.. - . r,3 wesskxt. 32 EXHIBIT E LICENSEE'S CORPORATE RESOLUTION OR PROOF OF SIGNING AUTHORITY [on the following page] 33 9/19/24, 11:54 AM Detail by Entity Name DIVISION OF CORPORATIONS t r\1 "' iI .org r'J?PJ� ��rrr tut u/Jiria! Stare of 1:104d svebsite Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Florida Profit Corporation FLAGLER EYE CARE, INC Filing Information Document Number FEI/EIN Number Date Filed State Status Last Event Event Date Filed Event Effective Date Principal Address 10 S.E 2ND AVE MIAMI, FL 33131 Changed: 04/29/2002 Mailing Address 10 S.E 2ND AVE MIAMI, FL 33131 F58313 59-2165335 01 /01 /1982 FL ACTIVE AMENDMENT 08/22/2022 NONE Changed: 04/29/2002 Registered Agent Name & Address JOHNSTON, RAYMOND SCOTT 1750 SW 18 AVE 1750 SW 18 Ave miami,florida, FL 33145 Address Changed: 06/19/2020 Officer/Director Detail Name & Address Title P JOHNSTON, RAYMOND S https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=1 nitial&searchNameOrder=FLAGLER.. 1/2 9/19/24, 11:54 AM 1750 SW 18 AVENUE MIAMI, FL 33145 Detail by Entity Name Annual Reports Report Year Filed Date 2022 04/27/2022 2023 04/24/2023 2024 04/23/2024 Document Imams 04/23/2024 --ANNUAL REPORT 04/24/2023 --ANNUAL REPORT 08/22/2022 --Amendment 04/27/2022 --ANNUAL REPORT 04/08/2021 --ANNUAL REPORT 06/19/2020 --ANNUAL REPORT 06/13/2019 --ANNUAL REPORT 04/12/2018 --ANNUAL REPORT 04/12/2017 --ANNUAL REPORT 04/19/2016 --ANNUAL REPORT 04/23/2015 --ANNUAL REPORT 04/21/2014 --ANNUAL REPORT 03/18/2013 --ANNUAL REPORT 02/07/2012 --ANNUAL REPORT 03/15/2011 --ANNUAL REPORT 04/26/2010 --ANNUAL REPORT 04/21/2009 --ANNUAL REPORT 04/15/2008 --ANNUAL REPORT 04/27/2007 --ANNUAL REPORT 04/24/2006 --ANNUAL REPORT 03/19/2005 --ANNUAL REPORT 04/13/2004 --ANNUAL REPORT 04/24/2003 --ANNUAL REPORT 04/29/2002 --ANNUAL REPORT 04/26/2001 --ANNUAL REPORT 01/28/2000 --ANNUAL REPORT 01/23/1999 --ANNUAL REPORT 05/11/1998 --ANNUAL REPORT 01/31/1997 --ANNUAL REPORT 06/12/1996 --ANNUAL REPORT 07/24/1995 --ANNUAL REPORT View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=1 nitial&searchNameOrder=FLAGLER... 2/2 EXHIBIT F PROPERTY DEED 35 CL -J 750.148532 WARRANTY D[[O. SPECIAL ,[Oaa CORP. 'I5 JUL 24 t �: 33 ric.9053'►c 723 . 3his 'special IOarrantg Deed Madc the 24th day of July . A. D. 1C 754 MAURICE GUSMAN CULTURAL CENTER FOR THE PERFORMING ARTS, INC., a corpo Lion not for profit existing under the Laws of,the State of Florida bosatg York} $nb7 $B&APIRaiMP4 and having Its principal place of business at 174 E. Flagler Street, Miami, Florida, 33131 ' hereinafter called the grantor, to • THE CITY OF MIAMI, a Florida municipal,corporation whose postofJico addross is 3500 Pan American Drive, Miami, Florida 33133 hereinafter called the grantee: - (Wherever d herein the terms ”grantor"nd "t t antes" h latall shepartiesthis instrument and the helm legal representatives and usigoa of individuals, and the 'successors and aausm ofcorporation.) tJitnesseth: Thai the grantor, for and in consideration of the sum of .$ 1. 00 and other valuable considerations. receipt whereof is hereby acknowledged, by these presents dons grant, bargain, sell, alien. remise, release. convey and confirm unto the grantee, all that certain land situate in Dade County. Florida, viz: Lot 1, Lot 2 (less the West 2 inches of the North 65 feet), the South 55 feet of Lot 3, and the North 45 feet of Lots 18, 19, and 20, Block 121 North, CITY OF MIAMI, according to the Plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Dade County, Florida. Subject to restrictions, limitations and conditions of record, if any, it is not the intention of the Grantor herein to re- impose them. V6S5Ei Subject to taxes for the year 1975 and subsequent years. Provided that the facility on the property shall be administered by the Members of the Off -Street Parking Board of the City of Miami or their successors. Together With all the tenements. herrditamrnts and appurtenances thereto belonging or in any- wise appertaining, To I'taue and to Mold, the same in fee .simple forever. End the grantor hereby covenants with said grardre Ihai if is lawfully seized of said lane in fGe simple: that it has good right and lntuft.l authority to Intl and convey said land: that it hrrrby �aI ...,arr- - "r rants the title fo said land and will defend the same against the lawful claims of all persons claiming through or under the said grantor. Snot COUNTY 15-2030 Illllllllm �' ilti O1 (COlppRiATE SEAL) _ V • cn r ATTEV).:' . ROSE.: R13IN Ass stant Signed, s�kafEvf"an , delivrrrd j{t the presence of: STATE OF Add,rtr FLORIbA ) COUNTY OF DADE 1 HEREBY CERTIFY that on this day, before mr, an officer duly authorised in the Susr and per.onallr repeated MAURICE GUSMAN and ROSE A. CORBIN in Witness the grantor has caused these presents to be executed in its name. and its corporate seal to be hereunto affixed, by its of firer thererinlo duly authorized, the day and year first above written. MAURICE GUSMAN CULTURAL CENTER FOR THE PERFORMING ARTS, INC. By SS: GUS Pmident ,ktOttDI0 0[ WIICML ,ICU,=. 800k Or Daft aa=am ,anal. nLCO,D vualto RICHARD P. BRINKER. CLERK CIRCUIT COURT County aforr..id to take acknowledgments. well known to me to be the I'rr.ldent and Alas istant Secretary rr,pecthely of the corporation named at grantor to the foregoing deed. and that they .r,rrally acknowledged earcuting the same in the presence of two sulocrihing witnesses freely and voluntarily under authority duly Nested in them by said corporation and that the veal affixed thereto is the true corporate teal of said corporation. WITNESS my hand and official teal in the County and Sale last aforesaid this 24th day of July . A. D. 1975; at ttttttttl tii,,,,,, Ha 44, ThiF Insinuncia prcparcd by: Michel E. Anderson Assistant City Attorney 65 S.W. First Street ;rot Miami, Florida 33130 nor /? 61: {,t .„ r, i,s G O/ •IOaUd l�Y, t, T.; AUGUST u. , ....... „v' (tt 0 r. I EXHIBIT G ANTI -HUMAN TRAFFICKING AFFIDAVIT 1. The undersigned affirms, certifies, attests, and stipulates as follows: a. The entity/individual is a nongovernmental entity authorized to transact business in the State of Florida (hereinafter, "nongovernmental entity"). b. The nongovernmental entity is either executing, renewing, or extending a contract (including, but not limited to, any amendments, as applicable) with the City of Miami ("City") or one of its agencies, authorities, boards, trusts, or other City entity which constitutes a governmental entity as defined in Section 287.138(1), Florida Statutes (2024). c. The nongovernmental entity is not in violation of Section 787.06, Florida Statutes (2024), titled "Human Trafficking." d. The nongovernmental entity does not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes (2024). 2. Under penalties of perjury, pursuant to Section 92.525, Florida Statutes, I declare the following: a. I have read and understand the foregoing Anti -Human Trafficking Affidavit and that the facts, statements and representations provided in Section 1 are true and correct. b. I am an officer, a representative, or individual of the nongovernmental entity authorized to execute this Anti -Human Trafficking Affidavit. FURTHER AFFIANT SAYETH NAUGHT. Nongovernmental Entity/Individual: Name: k� ,r — Tit i* ` e4 7)CPC44 t Signature: ,�'( J Office Address: / o ...I o?Azc 61i/l- %'i�; , I F/dl. 3 3/3/ Email Address: ('tV`C A r/-.e v, Main Phone Number: eskl'- 3 `' Y,,y '.3 Olivera, Rosemary From: Alfonsin, Gabriela Sent: Tuesday, December 17, 2024 2:34 PM To: Hannon, Todd; Olivera, Rosemary; Ewan, Nicole Subject: RLA - Flagler Eye Care, Inc. Attachments: Flagler_Eye_Care_RLA.pdf Good afternoon, Please find attached a fully executed copy of an agreement from DocuSign that is to be considered an original agreement for your records. Thankyou, Gabriela Alfonsin, MPA Lease Manager Department of Real Estate and Asset Management (DREAM) 444 SW 2' Avenue, 3rd Floor, Miami, FL 33130 Tel: 305-416-1461 1