HomeMy WebLinkAboutExhibitREVOCABLE LICENSE AGREEMENT
ISSUED BY THE
CITY OF MIAMI
TO THE
MIAMI ROWING AND WATERSPORTS CENTER, INC.
FOR THE OCCUPANCY OF
A PORTION OF THE PROPERTY KNOWN AS
THE MIAMI ROWING CENTER
LOCATED AT
3601 RICKENBACKER CAUSEWAY
MIAMI, FLORIDA
Table of Contents
RECITALS 3
1. Incorporation of Recitals and Exhibits. 3
2. Permitted Uses. 4
3. Program Operator 5
4. Manner of Property Use. 5
5. Use Period. 5
6. Termination 5
7. No Interest Conferred by this Agreement. 6
8. Use Fee 6
9. Additional Percentage Fee. 6
10. Financials. 8
11. Returned Check Fee 9
12. Late Fees. 9
13. Security Deposit 9
14. Taxes and Other Assessments 10
15. Condition of the Area and Maintenance. 10
16. Alterations, Additions or Replacements. 10
17. Violations, Liens and Security Interests. 11
18. Licenses, Authorizations and Permits 11
19. No Liability. 11
20. Indemnification and Hold Harmless. 12
21. Insurance. 13
22. Safety. 13
23. Americans with Disability Act 13
24. City Access to Area. 13
25. Notices. 14
26. Advertising 14
27. Hazardous Materials. 15
28. Radon Gas. 15
29. Compliance with all Applicable Laws. 16
30. Ownership of Improvements 16
31. Surrender of Area 16
32. Severability. 17
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33. Invalidity. 17
34. No Assignment or Transfer 17
35. Public Records. 17
36. Americans with Disabilities Act. 18
37. Nondiscrimination 18
38. Litigation; Venue; Governing Law. 18
39. Waiver of Jury Trial; Attorney's Fees. 19
40. Waiver. 19
41. Time of Essence. 19
42. Interpretation 19
43. Further Acts. 19
44. Third Party Beneficiary 19
45. No Partnership. 20
46. Amendments 20
47. Headings. 20
48. Authority. 20
49. Entire Agreement. 20
50. Electronic Signatures/Counterparts. 20
EXHIBITS
EXHIBIT A — DESCRIPTION OF PROPERTY AND AREA
EXHIBIT A-1 — DESCRIPTION OF AREA
EXHIBIT B — MANNER OF USE
EXHIBIT C — INSURANCE REQUIREMENTS
EXHIBIT D — LICENSEE'S CORPORATE RESOLUTION OR PROOF OF AUTHORITY
EXHIBIT E — ANTI -HUMAN TRAFFICKING AFFIDAVIT
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REVOCABLE LICENSE AGREEMENT
This Revocable License Agreement ("Agreement") is made and entered into this day
of , 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 Miami Rowing & Watersports Center, Inc., a Florida Not for Profit Corporation, with its
principal address at 3601 Rickenbacker Causeway, Miami, FL 33149 ("Licensee" and/or
"MRWC") (City and Licensee hereinafter collectively the "Parties").
RECITALS
WHEREAS, the City owns and operates a public facility known as the Miami Rowing
Center, located at 3601 Rickenbacker Causeway, Miami, FL 33149, as further described in
Exhibit "A" (the "Property"); and
WHEREAS, Licensee has utilized a portion of the Property pursuant to a revocable
license agreement which has since expired, and wishes to continue to utilize a portion of the
Property pursuant to such terms and conditions set forth herein; and
WHEREAS, the Parties desire and intend to enter into this Agreement for Licensee's
continued use of the Property, specifically by authorizing the Licensee's use of the space located
at the Property and identified in the attached Exhibit "A-1" as the Area ("Area"); and
WHEREAS, this Agreement is personal to the Licensee, non -assignable, revocable -at -will
by the City, and does not convey any real property interest, leasehold, possessory interest, or
exclusive access to the Property; and
WHEREAS, this Agreement does not authorize any right to use the Property for any
purpose other than those limited purposes explicitly enumerated herein; 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 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
EXHIBIT A-1 — DESCRIPTION OF AREA
EXHIBIT B — MANNER OF USE
EXHIBIT C — INSURANCE REQUIREMENTS
EXHIBIT D — LICENSEE'S CORPORATE RESOLUTION
EXHIBIT E — ANTI -HUMAN TRAFFICKING AFFIDAVIT
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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. Permitted Uses.
The Parties wish to authorize Licensee to use the Area for public water -dependent
recreational and educational activities, which activities may include rowing, kayaking, paddling,
group and individual instruction, lectures, clinics, classes, and camps, together with associated
ancillary uses, and for no other purpose whatsoever ("Permitted Uses").
The use of jet skis and motorized vessels is strictly prohibited, except for non jet ski
motorized vessels used solely as safety boat in direct support of authorized activities and in
accompaniment of kayaks, rowing sculls, or sailboats.
Ancillary uses such as receptions, conferences, meetings, socials, and any other special
events (collectively, "Special Events"), may be permitted on the Property, provided that the
Licensee obtains a parks use permit issued by the City prior to conducting any such use, which
parks use permit may be granted, denied, or conditioned at the City's sole discretion. The sale,
distribution and/or consumption of alcoholic beverages at the Property is strictly prohibited unless
specifically authorized in writing in advance of a Special Event by the City Manager or designee
and provided that Licensee obtains all required permits, complies with all applicable laws and
regulations, and provides insurance coverage for liquor liability in a form and amounts acceptable
to the City's Risk Manager. In the event that a Special Event is authorized in writing by the City,
Licensee hereby agrees to require all subcontractors, vendors or concessionaire companies to
include an insurance provision under their agreement with all subcontractors, vendors or
concessionaire companies listing the City and the Licensee as an additional insured on all
corresponding third -party liability policies, including but not limited to liquor and umbrella
coverage. The subcontractors, vendors or concessionaire companies shall deliver to the Licensee
and the City copy of such agreement or addendum along with the applicable certificate of insurance
with limits acceptable to the City and Licensee.
Licensee shall be authorized to operate concession sales subject to application and approval
by the City Manager or designee whose approval may be conditioned or withheld in his sole
discretion; Concession sales may only be authorized during the specific days and hours the licensee
operates its programs.
Licensee shall ensure that the Area and all of Licensee's activities thereon, or resulting
from, in connection with or relating to Licensee's use of the Property, shall be available to all
segments of the community including the physically disabled and financially disadvantaged. Youth
(non -adult) residents of the City of Miami shall not be required to obtain a membership in order to
participate in Licensee's rowing program and other programs.
The Licensee's use of the Area and any other portion of the Property which may be
authorized by the City shall be conditioned upon approval or a waiver of use by the State of Florida
Department of Environmental Protection ("DEP") to the City. The City shall promptly give notice
to Licensee in the event the waiver is terminated by DEP for said use of the Property. In the event
DEP charges the City a fee for said use, Licensee shall be solely responsible for such Fee.
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3. Program Operator
Licensee shall operate, manage, supervise and administer activities in the Area consistent
with the Permitted Uses as an independent licensee and not as an employee or contractor of the
City. Licensee shall be solely responsible for all activities in connection with its use of the Area
and any other authorized use of the Property. Should Licensee wish to enter into professional
services agreements with third parties for programming in the Area ("Program Operators"),
Licensee shall first obtain the prior written approval of the City Manager or designee, which
approval may be conditioned or withheld in the City Manager or designee's sole and absolute
discretion. Licensee's agreements with Program Operators shall in all events be subject to the terms
of this Agreement and shall further include a provision that Program Operators shall comply with
the terms and conditions of this Agreement.
4. Manner of Property Use.
Licensee shall use the Area in a safe, clean, and orderly manner, consistent with all
applicable laws, regulations, and industry standards governing public waterfront recreational
facilities, including but not limited to all recognized governing or accrediting bodies for water -
based recreational programs. Licensee shall further abide by the terms and obligations as set forth
in Exhibit "B" attached hereto and made a part hereof.
5. Use Period.
Subject to the termination rights set forth in Section 6 below, this Agreement shall be
effective as of the Effective Date and shall automatically expire sixty (60) months thereafter, unless
extended as provided herein. The City may, at its sole and absolute discretion, authorize one
extension of up to an additional sixty (60) months on the same terms and conditions (as may be
extended, the "Term"). If the Licensee wishes to seek such extension, it must submit a written
request no earlier than one hundred twenty (120) days and no later than ninety (90) days prior to
the expiration of the initial Term. Any extension of this Agreement shall be subject to the approval
of the City of Miami Commission.
6. Termination.
6.1 Termination for Default.
If the Licensee violates any term, condition, or restriction of this Agreement, the City may
provide written notice specifying the nature of the violation and allowing the Licensee ten (10)
days to cure or otherwise correct the deficiency. If the Licensee fails to cure the violation within
the specified period, this Agreement shall be automatically terminated without the need for further
action by the City.
6.2 Termination for Convenience.
Notwithstanding any language contained in this Agreement to the contrary, either Party
may terminate this Agreement without cause, at any time, in the terminating Party's sole and
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absolute discretion, by providing the non -terminating Party thirty (30) days prior written notice
thereof.
7. No Interest Conferred by this Agreement.
Notwithstanding any language contained in this Agreement to the contrary, the Parties
hereby agree that this Agreement is a revocable license agreement and that the provisions of this
Agreement do not grant or otherwise constitute a lease or other property interest and that the rights
of Licensee hereunder are not those of a tenant, easement holder, or owner, but are a mere personal
privilege to do certain acts of a temporary character and to otherwise use the Area on a non-
exclusive basis consistent with the Permitted Uses and subject to the terms of this Agreement. This
Agreement does not confer any real property interest in the Area to the Licensee. The Licensee
shall not, at any time, claim any leasehold estate, easement, ownership interest, or irrevocable right
to use the Property, including, without limitation, the Area or any portion thereof, by virtue of this
Agreement, regardless of any expenditures the Licensee may make for improvements,
construction, repairs, partitions, or alterations to the Area, whether or not authorized by the City.
The permission granted by this Agreement to allow Licensee to utilize the Area for the limited
purposes set forth herein is not assignable, mortgageable, or otherwise alienable by Licensee.
Additionally, Licensee understands and agrees that the City does not confer any exclusive use of
the Area. The City retains dominion, possession, and control of the Area and the remainder of the
Property. Licensee may not exclude the City, its officials, employees, agents, or representatives or
the public from the Area. Without limitation of the foregoing, the Parties further understand and
agree that this Agreement does not constute a management agreement or otherwise permit the
Licensee to manage the Area on the City's behalf, it being understood that notwithstanding any
limtiations that may be imposed upon Licensee's use, the City shall not be responsible for payment
to Licensee for any goods or services and that Licensee shall in no event be considered a contractor
or agent of the City.
8. Use Fee.
Commencing on the Effective Date of this Agreement, and on the first day of each month
thereafter during the term of the Agreement, Licensee shall pay to the City a monthly use fee equal
to Two Thousand Five Hundred Dollars ($2,500.00), plus sales tax, use tax, and all other applicable
taxes or assessments ("Use Fee"). The Use Fee shall be due each month without notice or demand.
Payments shall be made payable to "City of Miami" and shall be mailed to 444 S.W., 2nd Avenue,
6th Floor, Finance Department, Attention: Treasury Management/Receipts, Miami, Florida 33130,
or paid online at a designated website provided by the City, or to such other address as may be
designated from time to time by the City Manager. Licensee shall be responsible for all costs and
expenses associated with or arising out of its operations, including but not limited to, security,
equipment, insurance, assessments, fees, or costs.
9. Additional Percentage Fee.
In addition to the payment of the Use Fee as provided for in Section 8, commencing on
the Effective Date, Licensee and each Program Operator, if applicable, shall pay monthly to the
City a fee in the amount of thirteen percent (13%) of their respective Gross Revenues derived
from their respective use of the Property, plus State of Florida Use taxes, if applicable
(hereinafter "Additional Percentage Fee"). On or before the thirtieth (30th) day following
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the end of each month, Licensee shall remit its and the Program Operator's Additional
Percentage Fees to the City.
For purposes of this Agreement, the term "Gross Revenues" shall include the following
revenue received by Licensee:
a) all revenue from services, program fees and membership dues;
b) all revenue derived from advertising and sponsorships conducted on the Property;
c) all revenue from concession sales;
d) all other receipts whatsoever of all business conducted in or from the Property;
e) all revenue from sales and services generated on or from the Property;
f) all revenue received by Licensee or any business entity or venture which has
involvement of Licensee's principals, in connection with the use of the
Property, any facility thereon, or any portion thereof for any period of time,
including without limitation, special events, regattas, or tournaments, held on
the Property, or at Marine Stadium;
g)
all grants, subsidies, rebates; credits or similar benefits received from any federal,
state, regional or local body, agency, authority, department or organization
which revenues are unrestricted or are to be used for general operating expenses.
h) all donations and contributions received which revenues are unrestricted or are
to be used for general operating expenses.
No deduction shall be allowed for direct or indirect discounts, unless generally offered to
employees or the public on a uniform basis.
Gross Revenues shall not include the following:
a) any amount of any sales, use or gross sales tax imposed by any federal, state or
governmental authority directly on sales and collected from customers, provided
that the amount is added to the selling price therein and paid by the Licensee to such
governmental authority;
b) collection of insurance proceeds;
c) monies collected for events that are done for charities wherein the total amount
collected is paid to the charitable sponsor or not -for -profit organizations;
d) all gratuities paid to employees;
e) any grants, subsidies, credits or similar benefits received from any federal, state,
regional or local body, agency, authority, department or organization which
revenues are restricted or for capital expenditures to the Property;
f) any donations or contributions which revenues are restricted for capital
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expenditures, including capital improvements for boats and equipment, as
approved by the City, to the Property;
Gross Revenues, whether for cash, credit, credit cards or otherwise, shall be recognized
in the period the service was provided or sale took place. Payments received in advance are
deferred and are recognized as revenue in the period the service is rendered or sale takes place.
Grants shall be recorded as income during the period designated by the grants or when the
Licensee has incurred expenditures in compliance with the restrictions of the grantor. If a sale
is by credit card no deduction shall be allowed for any commission associated with such sale.
Gross Revenues- shall be reduced by the amount of any refund made upon any sale in or from
the Property, provided said amounts had been previously included in "Gross Revenue," not to
exceed the sum so previously included, where the merchandise sold is thereafter returned by
the purchaser and accepted by the Licensee, and if such refund is in the form of a credit to
customer, such credit shall be included in Gross Revenues when used.
10. Financials.
Within ninety (90) days after the end of its fiscal year, Licensee shall deliver or cause
to be delivered to the City of Miami's Director, Department of Public Facilities, whose address
is 444 S.W. 2nd Avenue, 3rd Floor, Miami, FL, 33130, an audited financial statement for the
Licensee's and Program Operators' fiscal year which includes the Licensee's and the Program
Operator's gross revenues. Such financial statement shall be prepared by Licensee's accountant,
employed respectively at Licensee's and the Program Operator's sole cost and expense. In the event
Licensee or a Program Operator is unable to timely submit the audited financial statement and
provided Licensee and the Program Operator has commenced and diligently pursued the
completion of the audit, Licensee and the Program Operator may request from the Director a
thirty (30) day extension to complete the audit which request shall not be unreasonably denied.
Said accountant shall attest that such statement is prepared in accordance with generally
accepted accounting principles and practices and represents the Gross Revenues, other revenues,
if any, for the period indicated therein.
Notwithstanding the above and during the Term described in Section 5 of this
Agreement and for a period expiring three (3) years after the expiration of the Term, at its
option, the City may, at its sole cost and expense, audit Licensee and the Program Operator's
business affairs, records, files, sales slips and sales tax records in connection with Licensee and
the Program Operator's sales on, from or related to the Property for the period covered by any
financial statement, report or record -furnished to the City.
Licensee and its Program Operators shall allow- the City or auditors of the City to inspect
all or any part of the source documents and records for the aforesaid monthly reports. Said
inspection shall be conducted at the sole discretion of the City. Records shall be available
Monday through Friday, inclusive, between the hours of 8:00 AM and 5:00 PM at the Licensee's
address provided in Section 25 of this Agreement. Copies requested by the City shall be
furnished to the City at no cost.
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11. 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
$00.01 - $50.00
$50.01 - $300.00
$300.01 - $800.00
Over $800
Returned Check Fee
$20.00
$30.00
$40.00
5% of the returned amount
The Returned Check Fee shall constitute additional fees due and payable to City by
Licensee, upon the date of payment of the delinquent payment referenced above. Acceptance of
Returned Check Fee by City shall, in no event, constitute a waiver of Licensee's violations with
respect to such overdue amount nor prevent City from the pursuit of any remedy to which City
may otherwise be entitled.
12. Late Fees.
Licensee hereby acknowledges that late payment by the Licensee to the City of any fees or
other sums due hereunder will cause the City to incur costs not contemplated by this Agreement,
the exact amount of which will be difficult to ascertain. Accordingly, if any installment of any fee
or other sum due from Licensee shall not be received by the City within five (5) days after the date
on which such sum is due, Licensee shall pay to the City a late charge equal to five percent (5%)
of such overdue amount per month. The parties hereby agree that such late charge shall be made
on a compounding basis and represents a fair and reasonable estimate of the costs the City will
incur by reason of late payment by Licensee. 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.
13. Security Deposit.
Due on the Effective Date of this Agreement, and as a condition to its effectiveness,
Licensee shall pay to the City a security deposit in the amount of seven hundred and fifty dollars
($750.00) ("Security Deposit") to be held by the City throughout the Term.
If Licensee is -in violation beyond any applicable notice or cure period, the City may use,
apply or retain all or any part of the Security Deposit for the payment of (i) any fee or other sum
of money which Licensee was obligated to pay but did not pay, (ii) any sum expended by City on
Licensee's behalf in accordance with the provisions of this Agreement, or (iii) any sum which City
may expend or be required to expend as a result of Licensee's violation. Should the City use, apply
or retain all or any part of the Security Deposit, Licensee shall reimburse the amount used, applied
or retained within fifteen (15) days of the City's application of the Security Deposit; The use,
application or retention of the Security 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 the City may be entitled otherwise.
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Provided Licensee is not in violation of this Agreement, the Security Deposit or balance
thereof, as the case may be, shall be returned to Licensee after the expiration date or upon any later
date after which Licensee has vacated the Area in the same condition or better as existed on the
Effective Date, ordinary wear and tear excepted. Upon the return of the Security (or balance
thereof) to the Licensee, the City shall be completely relieved of liability with respect to the
Security Deposit. Licensee shall not be entitled to receive any interest on the Security Deposit.
14. Taxes and Other Assessments
Licensee shall pay before any fine, penalty, interest or costs is added for nonpayment, any
and all charges, fees, taxes or assessments levied against the Area, the Property, or its use thereof
(collectively "Assessments"), including without limitation against personal property of any kind,
owned by or placed in, upon or about the Property by Licensee, which Assessments may include
but shall not be limited to: ad valorem taxes, fire fees, parking surcharges, etc. In the event Licensee
appeals an Assessment, Licensee shall immediately notify the City of its intention to appeal said
Assessment and shall furnish and keep in effect a surety bond of a responsible and substantial
surety that is reasonably acceptable to the City or other security reasonably satisfactory to the City
in an amount sufficient to pay one hundred percent of the contested Assessment with all interest
on it and costs and expenses, including reasonable attorneys' fees, to be incurred in connection
with it.
15. 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 or better 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 agrees to make all changes necessary to the
Area at Licensee's sole cost and expense, and subject to City Manager approval, in order to comply
with all City, County, and State code requirements for Licensee's occupancy thereof. Without
limitation of the foregoing, Licensee shall comply with all maintenance responsibilities set forth
in Exhibit "B" of this Agreement.
16. Alterations, Additions or Replacements.
Except in the event of an emergency, Licensee shall not make any repair without first
receiving the written approval of the City Manager, 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. In the event of an emergency involving an imminent threat to life safety or property,
Licensee shall 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
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may have jurisdiction over the Property as they presently exist and as they may be amended
hereafter. 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.
17. Violations, Liens and Security Interests.
The Licensee shall not suffer or permit any statutory, laborers, materials, construction, or
other liens to be filed against the Property or any portion thereof, 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.
18. 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 activities. Licensee shall
be solely responsible for paying the cost of said applications and obtaining said licenses,
authorizations and permits.
19. 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,
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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.
20. 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 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 agents or
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. The Licensee further hereby agrees to require all subcontractors, vendors or concessionaire
companies to contractually indemnify, defend, covenant not to sue and hold harmless the City and
Licensee as required under this section.
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 itself, its agents,
invitees and employees, does hereby release from any legal liability the City, its officers, agents
and employees, from any and all claims for injury, death or property damage resulting from
Licensee's use of the Area. 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
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intended to act as a waiver of the City's sovereign immunity beyond the limitations set forth in
Section 768.28, Florida Statutes.
21. 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.
22. 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).
23. Americans with Disability Act
Licensee shall affirmatively comply with all, applicable provisions of the Americans with
Disabilities Act ("ADA") 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.
24. City Access to Area.
City and its authorized representative(s) shall have access to the Area at all 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 City Manager or designee for such work. In
the event Licensee changes key locks as approved by the City Manager or designee. 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 any 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
13
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.
25. 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:
Art Noriega
City Manager
444 SW 2"d Avenue, 10th Floor
Miami, FL 33130
anoriega@miamigov.com
WITH A COPY TO:
Office of the City Attorney
City Attorney
444 SW 2"d Avenue, 9th Floor
Miami, FL 33130
Department of Parks & Recreation
City of Miami
444 SW 2nd Avenue, 8th Floor
Miami, Florida 33130
Department of Public Facilities
City of Miami
444 SW 2nd Avenue, 3rd Floor
Miami, Florida 33130
26. 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 City 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.
14
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 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.
27. 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.
28. 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.
15
29. 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.
Without limitation of the foregoing, Licensee confirms and certifies that it is not in violation
of Section 787.06, Florida Statutes, and that it does not and shall not use "coercion" for labor or
services as defined in Section 787.06, Florida Statutes. The Licensee shall execute and submit to
the City an Affidavit, of even date herewith, in compliance with Section 787.06(13), Florida
Statutes, attached an incorporated herein as Exhibit "E." If the Licensee fails to comply with the
terms of this Section, the City may suspend or terminate this Agreement immediately, without
prior notice, and in no event shall the City be liable to Licensee for any additional compensation
or for any consequential or incidental damages.
30. 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.
31. Surrender of Area.
Upon expiration or earlier termination 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.
16
32. 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
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.
33. 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.
34. 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.
35. 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.
17
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,
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.
36. 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.
37. 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.
Licensee represents and warrants to the City that Licensee does not and will not engage in
discriminatory practices and that there shall be no discrimination in connection with Licensee's use
of the Property on account of race, color, sex, religion, age, handicap, marital status or national
origin.
38. Litigation; Venue; Governing Law.
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. All matters involving this Agreement shall be
governed by and interpreted in accordance with the laws of the State of Florida.
18
39. Waiver of Jury Trial; Attorney's Fees.
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. 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.
40. 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 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.
41. 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.
42. Interpretation
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.
43. 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.
44. 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.
19
45. No Partnership.
Nothing contained herein shall make, or be construed to make any party a principal, agent,
partner or joint venture of the other.
46. Amendments
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.
47. Headings.
Title and paragraph headings are for convenient reference and are not a part of this
Agreement.
48. 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.
49. Entire Agreement.
The Parties hereto agree that this Agreement 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 Agreement 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.
50. 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.
20
IN WITNESS WHEREOF, the parties hereto have executed this Agreement of the day and
year first above written.
LICENSEE
Miami Rowing and Watersports Center,
ATTEST: Inc., a Florida Not for Profit Corporation
Witness 1:
BY:
BY:
NAME:
NAME:
TITLE: President
TITLE:
Witness 2:
BY:
NAME:
TITLE:
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
I HEREBY CERTIFY that on this day of , 20 , personally appeared
before me, an officer duly authorized to administer oaths and take acknowledgements,
, as President of Miami Rowing and Watersports Center, Inc., a
Florida Not for Profit Corporation.
He/She is personally known to me or has produced as identification.
NOTARY PUBLIC STATE OF FLORIDA
Print Name:
Commission No.:
Commission Expires:
21
ATTEST:
THE CITY OF MIAMI, A MUNICIPAL
CORPORATION OF THE STATE OF
FLORIDA
BY: BY:
Todd B. Hannon
City Clerk
Arthur Noriega V
City Manager
APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE
CORRECTNESS: REQUIREMENTS:
BY: BY:
George K. Wysong III David Ruiz, Interim Director
City Attorney Risk Management
22
EXHIBIT A
DESCRIPTION OF PROPERTY
23
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EXHIBIT A-1
DESCRIPTION OF AREA
24
In front of Boat Storage
5,585.61 sq. ft.
City of
Miami
First Floor Area
(Boat Storage)
7,161.44 sq. ft.
Gym Area
1,095.55
sq. ft.
Trailer Storage/
Outdoor Gym
5,097.36 sq. ft.
EXHIBIT B
MANNER OF PROPERTY USE
1. Services and Use Areas
A. Basic Services
Licensee hereby acknowledges that the following are the Basic Services that Licensee and
it's property operators are authorized to operate at the Area and any other portion of the Property
and their hours of use:
i. Provides masters and similar rowing, sailing, kayaking and paddling activities in the
basin at this facility from approximately Mondays to Fridays 5:30 AM — 8:00 PM and
on Saturdays and Sundays from 5:30 AM — 2:00 PM.
ii. Provides dragon boat paddling activities outside the basin on Tuesdays, Wednesdays,
and Thursdays from approximately 5:00 PM —7:45 PM and weekends from 7:00 AM —
1:30 PM.
iii. Provides outrigger canoe paddling activities outside the basin from approximately 5:30
AM to 7:45 PM Monday through Friday and 5:30 AM to 1:30 PM Saturday and
Sunday.
iv. Provides youth rowing, including use of the weight room, rowing (ergonomic)
machines, Picnic area, and green areas, year-round weekdays from approximately 3:30
PM — 7:30 PM and on weekends from 5:45 AM-12:00 PM. Morning practice during
the week: Inform the Park Manager in advance from approximately 5:00 AM -7:00
AM.
v. Provides youth rowing camp for the months of June, July, and August on weekdays
from approximately 6:00 AM — 12:00 PM and 4:30 PM — 7:30 PM. Activities for the
youth MRWC Summer Camp use the weight room, ergonomic machines, Picnic area,
and green areas, and rowing, kayaking and paddling activities in the basin. MRWC and
the City of Miami Department of Parks and Recreation ("Department") shall review
this program's operations every two weeks to ensure they remain compatible, and that
strict supervision is provided as set forth herein. The Department shall have the right
to make programmatic changes in the event that the MRWC youth program and the
Depaitinent's aquatic program develop operational conflicts which could include, but
is not limited to, restructuring hours of operation, requiring additional supervision or
canceling the program.
vi. Provides youth MRWC Elite Camp hours during the months of June, July, and August
on weekdays from approximately 6:30 AM — 11:00 AM and 4:30 PM — 7:30 PM and
on weekends from 6:30 AM — 11:00 AM. Activities for the youth MRWC Elite Camp
use the weight room, ergonomic machines, Picnic area, and green areas and rowing.
25
vii. Provides masters, coaching group, Learn to Row, Private class and members activities
outside the basin from approximately Monday to Friday 5:30 AM — 7:45 PM and on
Saturdays and Sundays from 5:30 AM —1:30 PM
viii. Any programming conflicts resulting from the Basic Services provided above shall be
resolved by the City Manager or designee at his or her sole discretion.
B. Additional Services
Licensee may from time to time utilize the Property for "Additional Services" upon the
expressed written approval of the Department. An Additional Service is hereby defined as a
program or service that is consistent with the Permitted Uses more fully set forth in the Licensee's
Revocable License Agreement with the City and which Additional Service is offered on a routine
or continuing basis, i.e. not a one-time event or Special Event.
C. Special Events
The Department shall have the sole authority, discretion and responsibility for authorizing
Special Events and the related permit at the Property, the collection of fees in connection therewith,
and establishing permittee liability insurance requirements to utilize the Property for a Special
Event. Any inquiries made from outside parties to the Licensee for a Special Event should be
referred to the Department. MRWC hereby agrees to require all subcontractors, vendors or
concessionaire companies to include an insurance provision under their agreement with all
subcontractors, vendors or concessionaire companies listing the City and MRWC as an additional
insured on all corresponding third -party liability policies, including but not limited to liquor and
umbrella coverage. The subcontractors, vendors or concessionaire companies shall deliver to
MRWC and the City copy of such agreement or addendum along with the applicable certificate of
insurance with limits acceptable to the City and MRWC. In the event that the City issues a permit
to a non -Licensee permittee, the City shall have the sole responsibility to clean or caused to be
cleaned the Property and repair any damages resulting from the Special Event.
For purposes of this Agreement, the term "Special Events" as it relates to the Licensee shall
mean activities at the Property, which exceed the scope of the regular program activities,
especially, but not in any way limited to events which involve a charge to the membership or
public. If the Licensee elects to have a Special Event, it shall at its sole cost and expense, obtain
the prior written approval of the Department, obtain all applicable permits and pay any and all
other costs associated with the issuance of any permits including, but not limited to, the cost of
additional insurance, off -duty police, fire -rescue services and cleanup related to the Special Event.
D. Use Areas
Licensee shall have the nonexclusive right (in common with other occupants of the
Property) to use the common areas of the Property, for the purposes intended, subject to such rules
and regulations as the City may establish from time to time. Licensee shall keep the common areas
clear of clutter.
26
The use areas set forth below are for the purposes of prioritizing the use of space at the
Property. Notwithstanding, Licensee shall have the right to use other portions of the Property not
specifically identified below subject to its availability and with the Department's written
authorization and for the limited purpose of providing its Permitted Use as defined in its Revocable
License Agreement with the City:
i. MRWC shall have the right to store the following items on the ground level of the areas
designated as In Front of Boat Storage, First Floor Area, Trailer Storage/ Outdoor Gym,
and Yard Boat Area, as depicted in Exhibit A-1: (i) between six (6) and ten (10) dragon
boats; (ii) between six (6) and eight (8) OC-6 canoes; (iii) up to eighty (80) OC-1 and
OC-2 canoes; (iv) between eight (8) and ten (10 ) sailboats (v) between six (6) and ten
(10) small boats; and (vi) five (5) storage sheds.
ii. MRWC may be provided with the right to exterior storage for additional dragon boats
in the Yard Boat Area, depicted in Exhibit A-1, as determined by the Department, in
its sole discretion, subject to maintaining a through -fare to the water in the Yard Boat
Area.
iii. MRWC may be provided with additional exterior storage in such other locations that
may be available as determined by the Department, in its sole discretion.
iv. MRWC may be provided with use to other areas of the Property subject to availability
and with the Depailiuent's authorization.
v. MRWC shall have the right to store its rowing and paddling vessels within the
remainder of the First Floor Area (Boat Storage) depicted in Exhibit A-1.
vi. MRWC may be provided with exterior storage of vessels in the area depicted in Exhibit
A-1 subject to maintaining a through -fare to the water in the boatyard area.
vii. MRWC shall have the right to use the maintenance/repair area (the "Boat Repair
Shop") as depicted in Exhibit A-1.
viii. MRWC shall have the right to store two storage trailer and two storage containers in
the Trailer Storage area depicted in Exhibit A-1 and conditioned on the trailer having
all its required permits.
ix. MRWC shall ensure that it launches all its vessels during the months of June, July and
August at times not in conflict with the Department's program activities who will be
launching safety and chase vessels and rotating activities on the hour, and each half
hour. In the event both the Licensee and the Department are launching vessels at the
same time (as for instance in the mornings during MRWC' Summer Camp sessions)
the two groups shall share the launch space cooperatively, making room for each
other's uses.
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x. MRWC shall have the right to use the weightlergometer (the "Gym Area") room as
depicted in Exhibit A-1 during the term, provided that during the months of June
through August the department shall have use of said room when not in use by MRWC
in its summer rowing camp.
xi. MRWC shall have the right to utilize the Property to conduct its annual Miami
International Regatta, the Sunshine State Games, Miami Masters Regatta, Miami
Paddlefest, the South Florida Rowing Championships, and the annual Blue Blazer
Night, and the annual Award Dinner as listed with the City of Miami Special Events
Committee which shall include set-up and dismantling time on the day before and after.
xii. The Department and MRWC shall provide strict supervision of their program
participants and shall repair, at their sole cost, any damage caused by its respective
officers, employees, participants, invitees and guests.
xiii. Licensee shall have the non-exclusive privilege to use the common area parking of the
Property and adjacent City parking area not to be utilized by others, at no additional
cost. Licensee shall also have the non-exclusive privilege to use Marine Stadium/Flex
Park when not being utilized by others for Special Events, but such use shall be subject
to additional cost per City Code 53-53.
xiv. The City of Miami reserves the right to use the Property, at no cost, during the Term
provided that such use shall be done in such a manner as to minimize any interference
with approved programs of the respective Licensees. The City shall make every effort
to provide advance notice to the Licensees. The Property facilities will be closed for
use by the City by 8:00 PM on weekdays and 2:00 PM on weekends, unless prior notice
is provided to the City by a Licensee and permission is granted by the Parks Department
manager.
E. General Meetings and Events
Licensee may be provided throughout the Term to use the meeting room in
connection with its Permitted Use, subject to its availability. Licensee shall coordinate said use
with the Department, providing sufficient advance notice to its representative. Licensee shall clean
the meeting room, common areas, and other areas it may have used at the conclusion of its
activities. Failure to clean the area may result in the revocation of this privilege at the sole
discretion of the Department.
2. Licensee's Duties and Responsibilities
During the Term, Licensee, at its sole cost and expense, shall perform and oversee all tasks
related to the provision of its programs, including, but not limited to, the following:
i. Be responsible for the provision, installation, repair, maintenance, and replacement
of all equipment necessary for its programs.
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ii. Provide adequate personnel to provide quality service at all times: The City shall
notify Licensee of any employees of Licensee that are not deemed to be performing in the best
interest of the City;
iii. Upon conclusion of its activities, clean the Property and secure any movable
equipment in the designated storage areas;
iv. Provide security as is required for similar facilities for its Permitted Uses;
v. Insure that all appropriate equipment and lights have been turned off and
appropriate door locked at the close of operation within the property each day;
vi. Assume all operating costs, except as provided herein, retain all receipts and be
responsible for payment of all labor, operating supplies, and all other general administration
expenses related to its Permitted Uses;
vii. At all times during the Term continuously conduct
operations in the Property in accordance with the terms of this Agreement, except where the
Property is rendered unusable by reason of fire or other causality;
viii. Be responsible for compliance of any applicable laws to operate the business and
to provide copies of the operational licenses, permits and required inspection certificates to the
City upon request;
ix. Pay all federal, state and local taxes, which may be assessed against its operations,
equipment, or merchandise while in or on the Property.
3. Maintenance and Utilities
A. Utilities
In consideration of their shared use of the Property, the Licensee agrees and acknowledges
that expenses for water and electric utilities shall be paid to the City on a monthly reimbursement
basis as a flat fee in the amount of Six Hundred Ninety -Six Dollars And Twenty -Five Cents
($696.25). The respective monthly amounts obligated in this Section shall be paid to the City on
the first day of each month along with the monthly Use Fee.
B. Maintenance:
Licensee shall provide litter control and janitorial services including the provision of
supplies, minor plumbing tasks such as un-clogging sinks and toilets at least three times per week
(e.g. Monday, Wednesday, and Friday) and must provide adequate hand towels given the level of
use by patrons to the Property. Any Program Operator, for their part, shall pay a monthly fee of
$100 for janitorial services. Each organization shall provide clean-up and janitorial services
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immediately after their own Special Events and/or provide for such clean-up and janitorial services
through the Department of Parks and Recreation, irrespective of the date the event occurs.
Except for the janitorial services above, the Department shall provide all routine
maintenance and repairs to the building, including all plumbing, electrical, heating, and air
conditioning systems and equipment, all doors, floor coverings, interior walls, ceilings, decoration
(e.g. carpeting, painting, wall coverings, drapes and other window treatments, etc.), and all fixtures
and equipment therein throughout the Term, unless such maintenance and/or repair becomes
necessary due to the misuse, act, neglect, fault or omission of a Licensee, its employees, agents,
customers, licensees, or invitees in or about the Property, in which case the respective Licensee
shall bear the sole cost and expense of the repair.
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EXHIBIT C
INSURANCE REQUIRMENTS
MIAMI ROWING CLUB RLA
T. Commercial General Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $1,000,000
General Aggregate Limit $ 2,000,000
Personal and Adv. Injury $ 1,000,000
Products/Completed Operations $ 1,000,000
B. Endorsements Required
City of Miami listed as additional insured
Primary Insurance Clause Endorsement
Contingent Exposures Included
Abuse and Sexual Misconduct Included
II. Business Automobile Liability
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
$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
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IV. Professional/E&O Liability
Combined Single Limit
Each Claim $1,000,000
Policy Aggregate $1,000,000
Retro date included
V Umbrella Liability
Each Occurrence
Policy Aggregate
$1,000,000
$1,000,000
Excess Follow Form over the general liability and auto policies
VI. Property
Commercial Property Insurance affording coverage on Business Personal Property owned
by the LICENSEE. The policy 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
coverage written on an All Risk or Direct Physical Loss or Damage basis with no
coinsurance, including wind and named storm coverage and hail not to exceed 5%
deductible. Business Income should also be included, along with flood, if applicable.
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.
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EXHIBIT D
LICENSEE'S CORPORATE RESOLUTION OR PROOF OF SIGNING AUTHORITY
[on the following page]
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EXHIBIT E
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:
Signature:
Name:
Office Address:
Email Address:
Title:
Phone Number:
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