HomeMy WebLinkAboutExhibitMASTER JOINT USE AGREEMENT BY AND BETWEEN
THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA,
AND THE CITY OF MIAMI
THIS MASTER JOINT USE AGREEMENT ("Agreement") is made and entered
into this day of , 202_, by and between THE CITY OF MIAMI, a municipal
corporation of the State of Florida ("CITY"), and THE SCHOOL BOARD OF MIAMI-DADE
COUNTY, FLORIDA, a body corporate and politic existing under the laws of the State of
Florida ("BOARD" or "School Board"). The BOARD and CITY are sometimes referred to
individually in this Agreement as a "Party" and collectively as the "Parties".
WITNESSETH
WHEREAS, the BOARD and CITY are mutually interested in and concerned with
providing and making recreational programs, activities and facilities available for the use
and benefit of the students of Miami -Dade County Public Schools ("District") and the
residents of the CITY; and
WHEREAS, the BOARD owns and has under its jurisdiction certain real property
which is used by the BOARD for administrative, recreational and educational purposes
("School Site(s)"), and the CITY owns and has under its jurisdiction certain real property
which is used by the CITY for public park purposes ("Park Site(s)"); and
WHEREAS, the Parties are desirous of entering into this Agreement to allow
designated Park Sites and designated School Sites located within the CITY to be made
available to both Parties for recreational programs, activities, and functions, under terms
and conditions outlined within this Agreement; and
WHEREAS, the Parties have formulated a plan for operating their respective
recreational and educational program(s) at the School Sites and Park Sites, which the
Parties represent to be a plan in accordance with all local, County, State, School Board,
Federal and/or Centers for Disease Control ("CDC") guidelines and requirements related
to the COVID-19 pandemic, as such CDC guidelines may be amended from time to time,
and have adopted policies and procedures to address operational criteria and
requirements that may be implemented for any future pandemic ("Operating Plan"); and
WHEREAS, the City Commission of the City of Miami by the adoption of Resolution
No. , at its meeting of , 20_, approved this Agreement; and
WHEREAS, The School Board of Miami -Dade County, Florida, has authorized this
Agreement in accordance with Board Item No. , BA# , at its
meeting of , 20_
NOW, THEREFORE, for and in consideration of the sum of One Dollar ($1.00),
restrictions, conditions and covenants hereinafter contained and other good and valuable
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consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties
agree as follows:
RECITALS
The Parties agree that the above recitals are true and correct and are incorporated herein
by reference.
II.
TERM; CONSIDERATION
This Agreement shall be effective upon the date on which the last of the Parties executes
this Agreement ("Effective Date"), which date shall also serve as the commencement
date ("Commencement Date"). The CITY and BOARD, through their respective
designees, shall confirm the Commencement Date in a separate written instrument,
which shall be attached hereto and become a part hereof as Exhibit "A". The
term of this Agreement shall be for a period of forty (40) year8 commencing on the
Commencement Date (the "Term"), unless otherwise canceled or terminated as set forth
herein. The Parties agree that, effective with the Commencement Date of this Agreement,
use of the School Sites and Park Sites included under this Agreement shall be as set forth
herein. This provision shall govern any additional School Sites or Park Sites included
under this Agreement subsequent to the Commencement Date. The Parties further
acknowledge and agree that any permits, agreements or other arrangements in effect
between the CITY and BOARD, and not otherwise addressed in this Agreement, shall
remain in full force and effect under the terms of each such agreement.
The CITY and the BOARD shall pay each to the other as consideration for use and
occupancy of the School Sites and Park Sites throughout the term of this Agreement, and
any renewal thereof, the sum of one dollar ($1.00) per year in advance beginning on the
Commencement Date, and on the anniversary date of the Commencement Date each
year thereafter. The Parties may, at their option, pay the full rental amount of $40.00 for
the Term, or any remaining amount, in advance.
All payments to the BOARD for rent or any other expenses under this Agreement shall be
made payable to The School Board of Miami -Dade County, Florida', and shall be remitted
to the following location:
Miami -Dade County Public Schools
Governmental Affairs and Land Use
Office of Facilities Design & Construction
Attention: Design and Planning Officer
1450 N.E. 2nd Avenue, Room 525
Miami, Florida 33132
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All payments to CITY for rent or any other expenses under this Agreement shall be made
payable to the `City of Miami', and shall be remitted to the following location:
City of Miami
Attention: City Manager
444 SW 2 Avenue
Miami, Florida 33130
III.
PREMISES TO BE JOINTLY USED; ADDING OR DELETING SITES
A. Demised Premises:
The BOARD and CITY acknowledge and agree that, effective with the
Commencement Date, certain School Sites or portions thereof will be made available to
the CITY under this Agreement, as set forth in Exhibit "B-1" ( School) and
Exhibit "B-2" ( School), and certain Park Sites or portions thereof will be made
available to the BOARD under this Agreement, as set forth in Exhibit "B-3"
( Park) and Exhibit "B-4" ( Park) (collectively referred to herein as
Exhibit "B" or the "Demised Premises", attached hereto and made a part hereof). As a
condition precedent to entering into this Agreement, the Parties acknowledge and agree
that the Demised Premises may be modified subsequent to the Commencement Date to
include additional Park Sites and/or additional School Sites, as set forth below. In
conformance with Article XXV of this Agreement, the Parties shall have the right to access
other portions of the School Sites and Park Sites listed in Exhibit "B" for the specific and
limited purpose of gaining ingress to and egress from the Demised Premises.
Exhibit "B" shall include demarked aerials, written descriptions and other related
materials, including specific operational criteria for each location, if such operational
criteria delegates responsibility in a manner other than the standard processes set forth
elsewhere in this Agreement. Specific operational criteria may include, but is not limited
to, dates and times of use, responsibility for facility maintenance, payment of utilities or
other operational expenses, and damage and destruction responsibilities. The Parties
acknowledge and agree that in the event of a conflict between the provisions set forth in
this Agreement, and the operational criteria set forth in Exhibit "B", the provisions of
Exhibit "B" shall govern.
Each page of Exhibit "B-1, Exhibit "B-2", Exhibit "B-3" and Exhibit "B-4" shall be initialed
and dated by both Parties or their authorized designees, reflecting agreed usage of the
facilities as of the Commencement Date. In a similar fashion, any future modification to
all or a portion of Exhibit "B", including adding additional Park Sites or School Sites (as
set forth below), shall be initialed and dated to reflect the effective date of such
modification.
For avoidance of doubt, the Parties acknowledge and agree that the specific locations
and facilities included as part of the Demised Premises shall be as set forth in Exhibit "B",
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with each page thereof to be initialed and dated by the Parties or their authorized
designees to reflect the effective date of current or updated usage.
B. Adding/Deleting Sites to the Demised Premises:
Subsequent to the Commencement Date, Park Sites or School Sites, in whole or in part,
may be added to this Agreement upon receipt of a written request for same. The
requesting Party shall submit the request to the property owner in compliance with Article
XIX hereof, fully indicating the portion of the subject School Site or Park Site that it wishes
to use, the proposed hours of use, maintenance responsibilities, improvements to be
made, if any, and/or any other relevant information impacting the operation and use of the
particular site that the property owner may require to fully vet the request. The Party
receiving the request shall timely review same, and shall have the sole authority to grant
or deny the request, as set forth below, said approval not to be unreasonably withheld. If
approved, Exhibit "B" shall be modified to include the additional site, as set forth below,
including specific operational criteria, if any.
In addition to the provisions of Article XVI, subsequent to the Commencement Date,
individual Park Sites and School Sites, in whole or in part, may be deleted from this
Agreement upon receipt of written notice (as set forth in Article XIX) to the other Party.
The Parties acknowledge and agree that due to the ongoing operation of school and park
educational and recreational programs, the requesting Party shall notify the other Party
no less than ninety (90) days prior to the date it desires the School Site or Park Site to be
deleted from this Agreement. Unless otherwise agreed to by the Parties, said termination
of use of the Park Site or School Site shall be effective at the completion of the then
current school year, as set forth annually in the BOARD'S official Elementary and
Secondary School Calendar ("School Calendar"), or CITY recreational season then in
effect. Concurrent with the effective date of deletion of the Park Site or School Site from
this Agreement, Exhibit "B" shall be modified to delete the site, as set forth below
In the event a School Site or Park Site is deleted from this Agreement, in whole or in part,
or in the event of cancellation of this Agreement, the Parties acknowledge and agree that,
should a claim be made specifically related and limited to the School Site or Park Site
used by the other Party for the period up to and including five (5) years from termination
of such use, the other Party shall cooperate with the property owner in addressing and
resolving such claims.
Any modification of Exhibit "B" shall be in writing and executed by both the CITY and the
BOARD.
C. Effective Date of Added or Deleted Site:
The Parties acknowledge and agree that, for purposes of this Agreement, the CITY has
authorized the City Manager of the City of Miami ("City Manager"), or his/her designee,
and the BOARD has authorized the Superintendent of Schools ("Superintendent"), to
modify Exhibit "B" for the limited purpose of adding Park Sites and School Sites to this
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Agreement or deleting Park Sites and School Sites from this Agreement, without further
action or approval from the City Commission or School Board, respectively. However, all
such modifications to Exhibit "B" shall be accomplished through an amendment to this
Agreement, in conformance with the provisions of Article XIII, and the amended Exhibit
"B" shall become effective concurrent with the later date of execution of the amended
Exhibit "B" by the Parties or their authorized designees. Concurrent with the amendment
to Exhibit "B", the Parties, through their authorized designees, shall initial and date each
page of Exhibit "B" so amended, reflecting the effective date of same. Exhibit "B" shall
thenceforth remain in full force and effect until such time as it may be further amended.
The Parties agree that each time the Demised Premises is adjusted to add or delete a
School Site or Park Site, in whole or in part, the definition of Demised Premises shall
automatically include or exclude the revised premises.
D. West End Park/Fairlawn Elementary School:
Notwithstanding any other provisions of this Agreement, the Parties hereby acknowledge
and agree that use of playground, athletic and recreational facilities at West End Park by
the School Board shall be maintained as a perpetual easement for the use and benefit of
Fairlawn Elementary School pursuant to all rights arising from that certain Dedication
Agreement ("Dedication Agreement") dated May 10, 195,1 by and between the City of
Miami and the Board of Public Instruction of Dade County Florida, now known as The
School Board of Miami -Dade County, Florida, as recorded in Book 3438, at page 543 of
the public records of Miami -Dade County, Florida. Said Dedication Agreement is attached
hereto and is made a part hereof as Exhibit "C". In that regard, as it relates to West End
Park, this Agreement shall be used exclusively to set forth the specific operational criteria
related to its use by Fairlawn Elementary School.
Iv.
USE OF DEMISED PREMISES
The BOARD and CITY agree to use the Demised Premises for recreational and
educational purposes for the benefit of the District's students and the citizens of the City
of Miami, and for no other purpose. Non-compliance with this provision shall be deemed
a material breach hereunder. The Parties agree to accept the School Sites and Park Sites
set forth in Exhibit "B", in their "as -is", "where -is" condition as of the Effective Date of this
Agreement, including with respect to their environmental condition, subject to all
easements, covenants and other encumbrances and limitations of record. In the same
fashion, unless otherwise agreed to by the Parties, the Parties shall accept any additional
School Sites and Park Sites as may be included under this Agreement in the future in the
condition they are in at the time of such occupancy. Notwithstanding this provision, either
Party shall have the right to conduct limited due diligence activities on the other Party's
property, as set forth in Article XL(H), in anticipation of requesting the addition of such site
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to the Demised Premises under this Agreement, subject to the approval of the property
owner, such approval not to be unreasonably withheld.
As further set forth in Article V, each Party shall provide proper supervision of the Demised
Premises during its period of use using trained and qualified personnel stationed at the
Demised Premises, and keep the Demised Premises safe and secure. The Parties shall
promptly notify the impacted property owner or its designee of any and all notices or
communications received from any jurisdictional entity related to any incidents that
occurred on or near the Demised Premises during its daily period of use of the Demised
Premises, in relation to any health and safety issues or law enforcement incidents.
Thereafter, the Parties shall provide the property owner with all information reasonably
requested by the property owner, and shall cooperate with the property owner in
implementing any policies or procedures required to mitigate any further incidents in this
regard.
A. USE OF SCHOOL SITES
Unless otherwise set forth elsewhere in this Agreement, the CITY acknowledges and
agrees that the BOARD shall have full control, custody, right and use of the School Sites,
including all buildings, playfields, parking, ancillary and recreational facilities located
thereon, during regular school hours, as established from time to time by the school
principal or designee at each School Site ("School Site Administrator"), at his/her sole
authority, on regular school days during the academic school year (as set each year
through the School Calendar) or during those times otherwise established for use by the
School Site Administrator under this Agreement ("Board's Period of Use of School
Site(s)"). The CITY shall have full control, custody, right and use of the designated
portion(s) of the School Sites included under this Agreement on weekdays beginning after
regular school hours, as determined by each School Site Administrator, and ending at the
CITY'S designated closing time, but in no event later than the standard closing time for
CITY Parks, and on weekends and BOARD Holidays (as established in the School
Calendar) beginning at 8:00 a.m., and ending at the CITY'S designated closing time, but
in no event later than the standard closing time for CITY Parks, or as otherwise agreed
to in writing by the Parties and set forth in Exhibit "B" of this Agreement ("City's Period
of Use of School Site(s)").
Notwithstanding the foregoing, the BOARD, at its sole option, may use the School Sites,
or portions thereof from time to time, at times and days that would otherwise be within the
City's Period of Use of School Sites, as may be required for special events and functions,
including but not limited to, community meetings, athletic or other practices, home games,
pre -scheduled tournaments, intramural sports, extracurricular athletics/activities, after
care programs and summer school, during which time it shall have full control, custody,
right and use of same. In that event, the School Site Administrator or designee shall so
notify the CITY designee, in writing, with a minimum of forty-eight (48) hours advance
notice.
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Notwithstanding the above, the CITY acknowledges that because of the need to ensure
the safety of District staff, students and faculty, maintain the security and integrity of
School Sites, including buildings and grounds, and preclude vandalism of same, the
School Site Administrator, upon a minimum of seven (7) calendar days prior written notice,
reserves the unilateral right to limit or alter the means by which the CITY may use a
School Site.
Additionally, in the event park patrons or others create an unsanitary or unsafe condition
within a School Site (e.g. as a result of individuals seeking access to bathroom facilities
or drinking water), the CITY agrees to take all steps necessary to correct this situation to
the satisfaction of the BOARD; failing which, the Superintendent, upon a minimum of
seven (7) calendar days prior written notice, shall have the right to place the CITY in
default.
The CITY, in addition to its own utilization of a School Site, shall have the option of
contracting with not -for -profit recreation service providers (i.e. Optimist Club, Khoury
League) to use the School Site to provide CITY -sponsored recreational services and
programs to the general public during the City's Period of Use of School Sites. In that
event, the CITY shall be responsible during such use for all maintenance, clean-up, risk
management, security and supervision of the School Site and all other terms and
conditions set forth in this Agreement, the same as if the CITY itself were utilizing the
School Site. Further, the CITY shall require such entities or groups to provide liability
insurance and other required insurance coverage as determined by the District's Office
of Risk and Benefits Management, naming both the CITY and the BOARD as additional
insureds, in accordance with the rules and regulations established from time to time by
the District for use of the School Site. As a precondition to use of a School Site by such
an entity, the CITY shall obtain a certificate of insurance evidencing same and shall
provide a copy thereof to the BOARD.
In the event the CITY seeks to utilize a portion of a School Site during the Board's Period
of Use of School Sites for CITY provided or contract provided after -school services and/or
activities, the CITY, through its authorized designee, shall make a written request (as set
forth in Article XIX) to the BOARD seeking approval for same, which request shall be
approved or denied through the BOARD'S authorized designee, such approval not to be
unreasonably delayed or withheld.
B. USE OF PARK SITES
Other than as specified herein or as specifically agreed to in Exhibit "B", the BOARD shall
have full control, custody, right and use of the designated portions of the Park Sites
included under this Agreement during regular school hours on regular school days during
the regular academic school year as established each year through the School Calendar
("Board's Period of Use of Park Site(s)"). The CITY shall have full control, custody, right
and use of the individual Park Sites and all parking, ancillary and recreational facilities
located thereon, at all other times, unless otherwise agreed to in writing by the Parties
("City's Period of Use of Park Site(s)"). The BOARD acknowledges that because of the
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nature of parks, areas of the Park Sites not reserved for use by the BOARD may be open
and available for use and enjoyment by the general public. Notwithstanding this provision,
given the critical safety and security needs of the District, the CITY shall assist the
BOARD as required to address any safety/security issues such use by the public may
cause during the Board's Period of Use of Park Sites.
Notwithstanding the foregoing, the CITY, at its sole option, may use the Park Sites, or
portions thereof from time to time, at times and days that would otherwise be within the
Board's Period of Use of Park Sites, as may be required for special events and functions,
during which time it shall have full control, custody, right and use of same. In that event,
the CITY designee shall so notify the School Site Administrator, in writing, with a minimum
of forty-eight (48) hours advance notice.
Notwithstanding the above, the BOARD acknowledges that because of the need to
ensure the safety of Park patrons and staff, maintain the security and integrity of Park
Sites, including buildings and grounds, and preclude vandalism of same, the CITY
designee, upon a minimum of seven (7) calendar days prior written notice, reserves the
unilateral right to limit or alter the means by which the BOARD may use a Park Site.
Additionally, in the event District staff, students and faculty create an unsanitary or unsafe
condition within a Park Site (e.g. as a result of District staff, students and faculty seeking
access to bathroom facilities or drinking water), the BOARD agrees to take all steps
necessary to correct this situation to the satisfaction of the CITY; failing which, the City
Manager, upon a minimum of seven (7) calendar days prior written notice, shall have the
right to place the BOARD in default.
The BOARD, in addition to its own utilization of a Park Site, shall have the option of
contracting with not -for -profit recreation service providers (i.e. Optimist Club, Khoury
League) to use the Bark Site to provide BOARD -sponsored recreational services and
programs to the general public during the Board's Period of Use of Park Sites. In that
event, the BOARD shall be responsible during such use for all maintenance, clean-up,
risk management, security and supervision of the Park Site and all other terms and
conditions set forth in this Agreement, the same as if the BOARD itself were utilizing the
Park Site. Further, the BOARD shall require such entities or groups to provide liability
insurance and other required insurance coverage as determined by the CITY, naming
both the CITY and the BOARD as additional insureds, in accordance with the rules and
regulations established from time to time by the CITY for use of the Park Site. As a
precondition to use of a Park Site by such an entity, the BOARD shall obtain a certificate
of insurance evidencing same and shall provide a copy thereof to the CITY.
In the event the BOARD seeks to utilize a portion of a Park Site during the City's Period
of Use of Park Sites for BOARD provided or contract provided after -school services
and/or activities, the BOARD, through its authorized designee, shall make a written
request (as set forth in Article XIX) to the CITY seeking approval for same, which request
shall be approved or denied through the CITY'S authorized designee, such approval not
to be unreasonably delayed or withheld.
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C. USE OF ADDITIONAL FACILITIES ATA SCHOOL SITE OR PARK SITE
In the event a Party, on a one time or interim basis, seeks to use an additional educational
or recreational facility or amenity within a School Site or Park Site listed in Exhibit "B", but
which facility or amenity is not otherwise included as a part of the Demised Premises, and
the property owner provides written approval for such one time or interim usage, the
requesting Party agrees to be bound by all terms and conditions of this Agreement,
including, but not limited to supervision, security and liability. In the event such use is
approved, the requesting Party shall reimburse the property owner for operating costs
actually borne by the property owner to keep the facility open on such days, including, but
not necessarily limited to, utilities, additional maintenance costs and custodial/janitorial
staff and services. Use of a School Site by the CITY may require the CITY to complete a
'Temporary Use of School Building Facilities - Temporary Use Agreement'.
D. USE OF SCHOOL SITES AND PARK SITES FOR SPECIAL EVENTS
Notwithstanding the foregoing or anything contained herein to the contrary, the Parties
may seek use of a School Site or Park Site, from time to time, for special events and
functions ("Special Event") that require substantial advance planning and preparation. In
that event, the requesting Party is to make written application to the property owner (as
set forth in Article XIX) at least sixty (60) days in advance of the proposed Special Event,
indicating the nature of the event, event duration, impact on site operations and any other
relevant information as may be required by the property owner. The approval of such
Special Event shall not be unreasonably delayed or withheld.
The requesting Party will make every reasonable effort to confine the use of portable band
shells or the installation of tents, portable toilets, equipment or other such facilities to
adjacent or nearby BOARD -owned or CITY -owned lands. In addition, the requesting Party
shall further ensure that adequate supervision and security is provided during the Special
Event to address vehicular traffic, parking, security and crowd control issues.
The Party conducting the Special Event shall remove all refuse or debris generated by
the event and shall repair all damage to the School Site or Park Site that occurred during
the Special Event, prior to the property owner's next Period of Use. In connection with the
Special Event, the Parties may charge and collect admission, concession and/or other
fees, provided the fees are utilized, in whole or in part, to offset costs associated with the
Special Event. The requesting Party shall ensure that any and all vendors, operators or
providers of services occupying the School Site or Park Site, shall do so only with its
approval, and under its supervision and control. All such vendors, operators and service
providers shall be required to maintain a policy of general liability insurance from an
insurance company licensed to do business in Florida and with an A.M. Best's rating of
"B+" or better, with a single limit of no less than one million dollars ($1,000,000), without
interruption during the event, naming the "City of Miami" and "The School Board of Miami -
Dade County, Florida, and its members, officers and employees" as additional insured(s)
on all liability coverages except Workers' Compensation Insurance.
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E. ADDITIONAL RULES AND REGULATIONS FOR USE OF SITES
The BOARD and CITY may promulgate and enforce reasonable rules and regulations
governing their use of School Sites and Park Sites during their respective Periods of Use,
and shall provide adequate supervision of the facilities at all times that they conduct or
sanction activities thereon. Any such additional rules and regulations will be in compliance
with CITY and BOARD Policies, and will be reviewed by the Joint Use Committee (as
hereinafter described) for recommendation purposes only.
Unless otherwise set forth in Exhibit "B" or elsewhere in this Agreement, in the event use
of facilities within a School Site or Park Site creates a cost to the property owner, beyond
that which would normally be borne by the property owner as a part of its routine
operations (e.g. bathroom paper goods, janitorial services, staff overtime, field lighting,
HVAC usage, etc.), the user agrees to reimburse the property owner for the actual cost
of same.
The sale or consumption of alcoholic beverages on any School Site is prohibited at all
times. Neither Party shall commit nor permit any violations of applicable laws, rules and
regulations of the BOARD, including School Board Policies, CITY, County, State, or
Federal Government upon the Demised Premises. Use of any portion of a School Site for
carnivals, fairs, mechanical rides, midways, or the same or similar kinds of activities is
expressly prohibited.
The School Site Administrator and the CITY designee for each location shall work
collaboratively to determine and implement the means and methods required to access
the Demised Premises during each Parties Period of Use. This may include installation
of locks, issuance of keys, etc. The Parties agree to secure and lock all perimeter and
parking lot gates, as required by the property owner, at the completion of its Period of
Use, and shall remove all unauthorized vehicles remaining in the parking lots prior to the
other Party's Period of Use. The Parties shall remove said vehicles using all lawful means,
and may post signs to facilitate same, after securing approval from the property owner.
The Parties agree that portions of the Demised Premises may be closed from time to time
to reduce wear and tear on the facilities. In addition, play equipment, play surfaces,
parking lots, ancillary facilities and buildings may be unavailable during a Party's Period
of Use to provide for the completion of maintenance or construction activities. The Parties
acknowledge that the method, scope and scheduling of any such closure impacting use
of the Demised Premises shall be coordinated in a timely manner between the Parties,
and the Parties shall work collaboratively in this regard.
F. COMPLIANCE WITH EMERGENCY ORDERS
Notwithstanding any other provisions of the Agreement, the Parties acknowledge and
agree that they shall each comply with Miami -Dade County Emergency Orders, as each
Order may be subsequently modified, extended or amended, as well as any other local,
County, State, School Board or Federal Orders and CDC guidelines currently in place or
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that may be implemented, from time to time, related to a pandemic crisis ("Emergency
Orders") at all times in their use of the Demised Premises under this Agreement. These
restrictions may include, but are not limited to, social distancing requirements, site
supervision to ensure compliance, requirements for Personal Protective Equipment,
sanitizing protocols, closure of facilities or restrictions on maximum capacity, inspections,
licensing, permitting, etc., by all applicable jurisdictional entities. At the request of either
Party or its designee, the other Party shall provide sufficient documentation certifying
compliance with any and all requirements set forth in the Emergency Orders ("Certificate
of Compliance"). It is understood and agreed that, by virtue of accepting possession of
the Demised Premises or continuing use and occupancy of same while under Emergency
Orders and providing the Certificate of Compliance, each Party certifies to the other full
compliance therewith, and further represents and certifies that it shall continue to be in
full compliance with any and all requirements set forth in the Emergency Orders, until
such time as one Party notifies the other Party otherwise in compliance with the provisions
of Article XIX of this Agreement. Non-compliance with the foregoing procedures and
requirements shall be deemed a material breach of the Agreement.
G. OPERATING EXPENSES
As further set forth in Article VII and Article VIII, the Parties acknowledge and agree that,
unless otherwise set forth in Exhibit "B" or elsewhere in this Agreement, each Party shall
retain responsibility for the routine maintenance and operation of its own properties
("Operating Expenses"). In the event one Party can clearly demonstrate that certain non -
routine Operating Expenses (beyond those fees and costs normally associated with the
routine operation of the impacted site) are being borne by the property owner due to the
other Party's use and occupancy of the subject site, the Party creating the non -routine
expense shall work collaboratively with the property owner to reduce these costs, or shall
reimburse the property owner for same.
V.
SECURITY AND SUPERVISION
SCHOOL SITES
The CITY acknowledges and agrees that the School Site Administrator shall have overall
responsibility for operational issues at any School Site, including without limitation, site
security and safety. At all times during its use of a School Site, the CITY shall comply with
all such requirements and coordinate with the School Site Administrator on an ongoing
basis to ensure the safety of students, staff, visitors, invitees and the public. The CITY
shall comply with all safety and security criteria, as established by the School Site
Administrator, and provide proper supervision and security in its use of the site, and
maintain the site safe and secure at all times during City's Period of Use of School Site.
In that regard, the CITY acknowledges and agrees that the School Site shall be
supervised by a member of the CITY'S staff, who remains on the premises at all times
during the City's Period of Use of School Site. In addition, the CITY shall secure and lock
all doors and gates within the School Site at the completion of the City's daily Period of
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Use of School Sites, if and as directed by the School Site Administrator. For senior high
school facilities, the CITY acknowledges that due to intense year-round use of high school
recreational facilities by student sports teams and other school functions, careful
coordination with the School Site Administrator will be required to ensure the safety of
students and staff, and avoid interference with critical school operations.
The CITY shall promptly notify the School Site Administrator of any and all notices or
communications received by the CITY from any jurisdictional entity, as well as provide
notice to the BOARD of any incidents that occurred in relation to any health, safety or law
enforcement incidents within, or adjacent to, the School Site. Thereafter, the CITY shall
provide the BOARD with all information reasonably requested by the BOARD, and shall
cooperate with the BOARD in implementing any policies or procedures by the CITY
required to mitigate any further incidents in this regard. The CITY'S failure to comply with
the Supervision and Security provisions shall, at the BOARD's sole option, be deemed a
default under the Agreement.
The Parties acknowledge and agree that, unless otherwise agreed to in writing, School
District Police Officers shall be utilized for all events taking place on School Sites and
requiring the presence of police.
PARK SITES
The BOARD acknowledges and agrees that the CITY designee shall have overall
responsibility for operational issues at any Park Site, including without limitation, site
security and safety. At all times during its use of a Park Site, the BOARD shall comply
with all such requirements and coordinate with the CITY designee on an ongoing basis
to ensure the safety of students, staff, visitors, invitees and the public. The BOARD shall
comply with all safety and security criteria, as established by the CITY designee, and
provide proper supervision and security in its use of the site, and maintain the site safe
and secure at all times during Board's Period of Use of Park Site. In that regard, the
BOARD acknowledges and agrees that the Park Site shall be supervised by a member
of the School's staff, who remains on the premises at all times during the Board's Period
of Use of Park Site. In addition, the BOARD shall secure and lock all doors and gates
within the Park Site at the completion of the Board's daily Period of Use of Park Sites, if
and as directed by the CITY designee.
The BOARD shall promptly notify the CITY designee of any and all notices or
communications received by the BOARD from any jurisdictional entity, as well as provide
notice to the CITY of any incidents that occurred in relation to any health, safety or law
enforcement incidents within, or adjacent to, the Park Site. Thereafter, the BOARD shall
provide the CITY with all information reasonably requested by the CITY, and shall
cooperate with the CITY in implementing any policies or procedures by the BOARD
required to mitigate any further incidents in this regard. The BOARD'S failure to comply
with the Supervision and Security provisions shall, at the CITY'S sole option, be deemed
a default under the Agreement.
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The Parties acknowledge and agree that, unless otherwise agreed to in writing, City of
Miami Police Officers shall be utilized for all events taking place on Park Sites and
requiring the presence of police.
Notwithstanding any other provisions of this Agreement, the Parties acknowledge and
agree that certain tragic events have taken place in our community in recent years
impacting the safety and wellbeing of public school students. That, coupled with recent
legislative mandates, have made the safety and security of District students a high priority,
both for the BOARD and the CITY. In order to address these pressing needs, the Parties
shall convene a Safety Committee ("Safety Committee"), separate and apart from the
Joint Use Committee, which shall be comprised of the impacted School Site Principal, or
designee, the impacted Park Site Supervisor, or designee, a representative of the City of
Miami Police Department, a representative of the School District Police Department, and
any other member(s) that the Safety Committee mutually agree should participate due to
their particular knowledge or expertise. The role of the Safety Committee will be to survey
each proposed Park Site to be utilized under this Agreement in order to: (1) establish
specific geographic boundaries within the impacted Park Site (i.e. all or a portion of the
Park Site area) to be used exclusively by the impacted School during normal School hours
("Area of Use"); (2) establish the means and method of demarking the Area of Use
through the use of temporary or permanent barricades, fencing or other security
measures; (3) confirm the role of School staff or assigned School Resource Officer to
enforce the School's exclusive use of the Area of Use during the Board's Period of Use
of Park Site; and (4) determine placement and quantity of signage to be posted on or near
the impacted Park Site advising limited hours of use by the public during the Board's
Period of Use of Park Site. In the event the Safety Committee is unable to come to a
mutual agreement related to these specific issues, the matter will be referred to the Joint
Use Committee for further review and recommendation.
VI.
IMPROVEMENTS TO DEMISED PREMISES BY CITY AND BOARD
A. IMPROVEMENTS TO OWN SITES
The BOARD and CITY, at their sole option, may construct additional recreational or
educational facilities on their own sites, and maintain equipment related to the
construction of any such facilities thereon, at such time as the property owner determines
such a need. The BOARD and CITY agree to notify the other in writing with as much
advance notice as possible, and in no case less than ninety (90) days prior to the start of
on -site activities, of its intent to construct such facilities. The Parties agree to cooperate
in every reasonable way, including coordination through the Joint Use Committee, to
minimize the disturbance to the peaceful possession and use of the School Sites and
Park Sites by the other Party during any such construction activities.
B. IMPROVEMENTS TO THE OTHER PARTY'S SITES
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The CITY and BOARD may request permission (as set forth in Article XIX), to construct
additional recreational improvements on the other Party's site, which approval may be
granted at the property owner's sole authority. Unless otherwise agreed to by the Parties,
all such construction shall be at the requesting Parties sole cost and expense. As further
set forth in Article VI, in conformance with Articles VII, VIII and XX of this Agreement, prior
to initiating any such project on the other Party's site, the Parties shall, at a minimum,
assign responsibility for Maintenance, Utilities and for Damage or Destruction for the
proposed improvement. Once determined and agreed to, Exhibit "B" shall be modified,
as necessary, to reflect these responsibilities, as well as the proposed improvement, as
provided for in Article III.
The Parties acknowledge that discussions have been held concerning improvements by
the CITY at School, including the installation of . The Parties further
acknowledge that discussions have been held concerning improvements by the CITY at
School, including the installation of . As a condition precedent to the
commencement of this Agreement, the Parties acknowledge and agree that the CITY
shall make certain improvements at School and at School, as further set forth
and detailed in Exhibit "B-1" and Exhibit "B-2".
Each Party shall be responsible for generating construction documents, securing any
permits, zoning variances or similar legislation, regulatory or governmental approvals as
provided for in Article XXV, and license and/or use approvals which may be required for
the construction of any improvement on the other Party's property. Work to be constructed
on School Sites, shall comply with the State Requirements for Educational Facilities, the
Jessica Lunsford Act, and the District's design criteria, specifications and safety codes.
Work shall commence only after issuance of proper permits, in conformance with the
requirements of the applicable Building Department or other appropriate jurisdictional
governmental entity, and shall at all times be in compliance with all applicable laws, rules
and regulations, as provided under Article XXV of this Agreement. The work shall conform
at all times to the safety criteria established with and approved by the property owner, or
designee, and shall neither unreasonably disrupt nor interfere with the property owner's
operations. The contractors and subcontractors performing the work shall indemnify,
defend, save and hold harmless the property owner, its employees and representatives
from any and all liability, damages and claims. In addition, as a pre -condition to
commencing the work, the contractor(s) shall provide the property owner with insurance
certificates evidencing insurance coverage and limits meeting, at a minimum, the property
owner's requirements. The Parties acknowledge and agree that construction of
improvements on the other Parties site may require approval by the School Board or City
Commission, at each Party's sole discretion.
The Party performing the work shall cause any contractors doing work within the property
owner's site to indemnify, defend and hold harmless the property owner, its employees
and representatives from any and all liability, damages and claims, and, if so required, to
provide a payment and performance bond. In addition, the Party performing the work shall
require its contractors to provide proof of insurance coverage in the types and amounts
of coverage as may be required by the property owner, including but not limited to
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Commercial General Liability Insurance, Automobile Liability Insurance, Worker's
Compensation Insurance and Property Coverage, and naming the property owner as
additional insured on the Commercial General Liability Insurance.
The Party conducting the work does hereby agree to indemnify and hold harmless the
other Party, to the extent of the monetary limitations included within Florida Statutes,
Section 768.28, subject to the provisions in this act whereby the Party conducting the
work shall not be held liable to pay a personal injury or property damage claim or judgment
by any one person which exceeds the sum of $200,000, or any claim or judgment, or
portions thereof, which, when totaled with all other claims or judgments paid by the Party
conducting the work arising out of the same incident or occurrence, exceeds the sum of
$300,000, from and against any claims, liabilities, losses and causes of action arising out
of or in connection with any construction costs and expenses for improvements made by
the Party constructing the work.
Unless otherwise agreed to in writing by the Parties, for work taking place on School Sites,
the District's Building Department shall be the entity responsible for reviewing and
approving all construction documents, issuing construction permits and providing final
acceptance of the work, and the CITY shall be responsible for providing payment to the
BOARD, in advance, of all costs to be borne by the District for jurisdictional plan review,
permitting and inspection services prior to commencement by the District's consultant of
such services. For all work taking place on School Sites, contractors must be pre -
qualified, in compliance with BOARD Policy.
It is expressly understood by the Parties that each property owner shall establish the
process to be followed to make the requested improvements (i.e. requirement for a Bond),
and construction activities may not commence on the other Party's property until the
property owner, or its designee, has received all required items and has notified the other
Party, in writing, as to the date work may commence.
VII.
MAINTENANCE AND CUSTODIAL SERVICES
As further set forth in Article IV(G) of this Agreement, unless specified to the contrary in
Exhibit "B" or elsewhere in this Agreement or any amendment hereto, the BOARD shall
be responsible for providing all routine maintenance, repair and upkeep of the School
Sites, and the CITY shall be responsible for providing all routine maintenance, repair and
upkeep of the Park Sites. In addition, the BOARD and CITY shall provide all routine
custodial or janitorial services to their respective properties. All such maintenance and
custodial/janitorial services provided by the Parties shall be in accordance with that
Party's standards, operating procedures and frequency of service. In that regard, each
Party shall keep all facilities and equipment located on their property in a safe, clean and
working condition at all times. Each property owner shall maintain or repair the turf, trees
and other landscaping, irrigation system, field and security lighting, fencing and other
access controls, walking and driving surfaces, parking lots, play apparatus, P.E. shelters,
baseball/softball/football/soccer fields and other like improvements located on their
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respective property. Other than alternate arrangements that are made dealing with
responsibility for removal of trash/litter resulting from a Special Event, large sporting event
or other such activity, each Party shall remove litter and trash generated by them during
their respective Period of Use prior to the other Party's next Period of Use. In addition,
the Parties shall repair those improvements to grounds, buildings, recreational
improvements, ancillary facilities or any other improvements where the property owner
can clearly substantiate that the improvements were damaged as a result of the actions,
or lack of action, of the other Party.
Notwithstanding the above or any other provisions of the Agreement, while operating
under any Emergency Order or School Board Policy relating thereto, each Party shall be
solely legally responsible and fully liable for compliance with all maintenance
requirements and mitigating measures, at its sole cost and expense. Occupancy of the
Demised Premises by one Party while operating under any Emergency Order or School
Board Policy relating thereto shall be deemed a representation to the other Party, on
which that Party will rely, that the Party is in full compliance with all Emergency Orders,
and will continue to be in full compliance with all applicable Emergency Orders.
In the event one Party requires maintenance to buildings, ancillary facilities, recreational
facilities and grounds at the other Party's facilities beyond what is routinely provided by
the property owner, the requesting Party may provide same at its sole cost and expense,
after first securing the written approval of the School Site Administrator or CITY designee,
as applicable, such approval not to be unreasonably delayed or withheld. Any such
maintenance activities on School Sites or Park Sites shall be provided by the requesting
Party during its Period of Use, or as otherwise agreed to.
In compliance with the December 1999 version of the State Requirements for Educational
Facilities, or its successor document, the CITY shall conduct annual inspections of any
bleachers it has placed on the School Sites, to ensure they are in a safe condition and
free from hazard, and shall secure a certificate from a structural engineer on a biennial
basis attesting to same. A copy of the biennial certificate shall be provided to the BOARD
without demand.
Notwithstanding the above, the Parties reserve the right to promulgate and enforce
reasonable rules and regulations regarding maintenance activities on their own property,
with said rules to be reviewed by the Joint Use Committee for recommendation purposes
only.
VIII.
UTILITIES
As further set forth in Article IV(G) of this Agreement, unless set forth in Exhibit "B" or
otherwise agreed to in writing by the Parties, the BOARD and CITY shall each establish
utility accounts in its name, and pay for the electricity, water and sewer, solid waste
disposal, storm water fees, garbage, trash and any other utilities consumed on their
respective properties.
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Ix.
JOINT USE COMMITTEE
A Joint Use Committee co-chaired by the CITY'S Director, Department of Parks &
Recreation, or his/her successor or designee, and the District's Region Superintendent
with oversite responsibility for School Sites included in Exhibit "B", or his/her successor
or designee, shall be established as of the Commencement Date of this Agreement.
Except as otherwise provided in this Agreement, responsibilities of the Joint Use
Committee shall include, but are not limited to: 1) coordinating and resolving any issues
pertaining to the routine scheduling, use, operation, management and supervision of the
Demised Premises; 2) reviewing staff recommendations and making recommendations
related to adding/deleting/modifying sites to be utilized by the Parties under this
Agreement; 3) recommending modifications to the Operating Expenses related to
maintenance, custodial and/or janitorial services within the Demised Premises; 4)
recommending modifications to the CITY'S or BOARD'S hours and/or Periods of Use; 5)
recommending the establishment or modification of rules and regulations at School Sites
and Park Sites; and 6) assisting with resolution of disputes regarding this Agreement.
The Joint Use Committee shall meet annually prior to the start of the District's academic
school year, and as needed thereafter provided there is business to discuss.
The Parties acknowledge and agree that CITY and District staff shall maintain a collegial
working relationship, and ensure that proper communication is maintained between the
Parties, particularly as concerns operations or activities on a School Site or Park Site that
may impact the use by the other Party.
X.
LIABILITY FOR DAMAGE OR INJURY
Subject to the limitations included within Section 768.28, Florida Statutes, the BOARD
shall not be liable for any damage or injury which may be sustained by the CITY or any
persons on or about the School Sites, other than damage or injury resulting from the
negligent performance or failure of performance on the part of the BOARD, its agents,
representatives or employees, or failure of the BOARD to perform its covenants under
this Agreement. The BOARD shall not be responsible or liable for any loss of business,
consequential damages or any other damages arising from acts of God.
The CITY shall not be liable for any damage or injury which may be sustained by the
BOARD or any persons on or about the Park Sites, other than damage or injury resulting
from the negligent performance or failure of performance on the part of the CITY, its
agents, representatives or employees, or failure of the CITY to perform its covenants
under this Agreement. The CITY shall not be responsible or liable for any loss of business,
consequential damages or any other damages arising from acts of God.
XI.
INDEMNIFICATION AND HOLD HARMLESS
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The CITY does hereby agree to indemnify and hold harmless the BOARD, to the extent
of the limitations included within Florida Statutes, Section 768.28, subject to the
provisions in this act whereby the CITY shall not be held liable to pay a personal injury or
property damage claim or judgment by any one person which exceeds the sum of
$200,000, or any claim orjudgment, or portions thereof, which, when totaled with all other
claims or judgments paid by the CITY arising out of the same incident or occurrence,
exceeds the sum of $300,000 from any and all personal injury or property damage claims,
liabilities, losses and causes of action which may arise as a result of the negligence of
the CITY. However, nothing herein shall be deemed to indemnify the BOARD from any
liability or claim arising out of the negligent performance or failure of performance of the
BOARD or as a result of the negligence of any unrelated third party.
The BOARD does hereby agree to indemnify and hold harmless the CITY, to the extent
of the limitations included within Florida Statutes, Section 768.28, subject to the
provisions in this act whereby the BOARD shall not be held liable to pay a personal injury
or property damage claim or judgment by any one person which exceeds the sum of
$200,000, or any claim orjudgment, or portions thereof, which, when totaled with all other
claims or judgments paid by the BOARD arising out of the same incident or occurrence,
exceeds the sum of $300,000 from any and all personal injury or property damage claims,
liabilities, losses and causes of action which may arise as a result of the negligence of
the BOARD. However, nothing herein shall be deemed to indemnify the CITY from any
liability or claim arising out of the negligent performance or failure of performance of the
CITY or as a result of the negligence of any unrelated third party.
The provisions of this Article shall survive tll"e expiration or early termination or
cancellation of this Agreement.
XII.
NO LIABILITY FOR PERSONAL PROPERTY
The Parties agree to insure or self -insure their interests in personal property to the extent
each Party deems necessary or appropriate and hereby waive all rights to recovery for
loss or damage of such property by any cause whatsoever. The Parties hereby waive all
rights of subrogation under any policy or policies they may carry on property placed or
moved on the other Party's sites.
XIII.
AMENDMENTS
In addition to an extension of the term, as set forth in Article XXIV, and modifications to
Exhibit "B", as set forth in Article III, both of which shall be accomplished through the
execution by the Parties of an amendment to this Agreement, the BOARD and CITY, by
mutual agreement, shall have the right, but not the obligation, to amend this Agreement,
which shall be accomplished through the execution by the Parties of an amendment to
this Agreement duly approved by the School Board and by the CITY in compliance with
all applicable laws, including, without limitation, Section 1013.15(1), F.S. Such
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amendments shall be effective only when signed by the BOARD and CITY and shall be
incorporated as part of this Agreement. The Parties acknowledge and agree that
proposed amendments which modify the language of this Agreement in any substantive
sense will require the review and approval of the School Board and City Commission.
XIV.
ASSIGNMENT AND SUBLETTING
Except as otherwise provided elsewhere in this Agreement, neither Party shall assign,
transfer, pledge, hypothecate or otherwise dispose of this Agreement for the term hereof,
or underlet the School Sites or Park Sites or any part thereof, or permit the said School
Sites or Park Sites to be occupied by other persons, firms, corporations, or governmental
units during the other Party's Period of Use, except with the prior written consent of the
other Party.
XV.
RIGHT OF ENTRY
Other than in the event of an emergency, and subject to the provisions of Article XXV,
after first providing a minimum of 24-hours advance notice to the School Site
Administrator or CITY designee, as applicable, the property owner, or any of its authorized
agents, representatives or employees, shall have the right to enter its own property during
the other Party's Period of Use to examine the same, provided their actions do not in any
way interfere with the other Party's use of the Park Sites or School Sites.
This right of entry includes, but is not limited to, the right of the BOARD and CITY, or any
of its authorized agents, representatives or employees, to enter its own property during
the other Party's Period of Use for the purpose of examination related to the design and/or
construction of recreational, educational or parking facilities. It is agreed and understood
by the Parties that such examinations may include, but are not limited to, test borings and
surveys which require entry by personnel on to, or leaving materials and equipment on a
site for an extended period of time. The Parties agree to work together to minimize the
effect of these examinations on the other Party.
XVI.
CANCELLATION
This Agreement may be cancelled by either Party, without cause or penalty, by providing
the other Party with a minimum of one (1) year prior written notice. Notwithstanding this
provision, the Parties acknowledge and agree that, due to the ongoing operation of school
and Park educational and recreational programs, unless otherwise agreed to, the
effective date of any such cancellation may not impact the completion of the current
academic school year or recreational season then in effect.
XVII.
DEFAULT
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The BOARD shall notify the CITY in writing regarding the CITY'S failure to perform or to
comply with the terms and condition of this Agreement. If the CITY fails to cure the default
within thirty (30) days after receiving written notice or does not provide the BOARD with
a written response indicating the status of the CITY'S curing of the default and providing
a mutually agreeable schedule to cure the default, said approval not to be unreasonably
withheld, within thirty (30) days after receiving written notice, the BOARD shall have the
right to immediately terminate this Agreement, in part or in whole and without penalty,
upon thirty (30) days additional written notice to the CITY.
Notwithstanding the above, the Parties acknowledge and agree that any material breach
of this Agreement by the CITY beyond the Cure Period (defined below) may result in the
cancellation of this Agreement, irrespective of any other provisions of this Agreement. The
BOARD shall provide the CITY with written notice of a material breach of this Agreement,
specifying the facts that form the basis of the material breach. The CITY shall have three
(3) business days from the date it receives the written notice to cure the material breach
("CITY'S Cure Period"). The following shall constitute a material breach on the part of
the CITY: (1) other than discontinuing on -site activities to protect the health and wellbeing
of clients and staff during a health emergency, failure to operate the CITY'S program(s)
on the School Sites for more than one -hundred twenty (120) consecutive days after the
Commencement Date of this Agreement, (2) failure to comply with the Jessica Lunsford
Act, (3) failure to comply with Article XXXVII of this Agreement regarding infrastructure
improvements and regulatory compliance, (4) failure to pay taxes or special assessments
as outlined in Article XXXVII of this Agreement, (5) in the event the tax-exempt status of
the School Site(s) is rescinded or is at risk of being rescinded due to the lease, use or
occupancy of the School Site(s) by the CITY, (6) unauthorized assignment or sublet of
the School Site(s), (7) failure to pay expenses to the BOARD, if any, (8) use of the School
Site(s) for any reason not provided for in Article IV of this Agreement, (9) failure to comply
with COVID-19 protocols or any other pandemic protocols, including any and all
Emergency Orders and the provisions of the Certificate of Compliance, as set forth in
Article IV of this Agreement; and (10) failure to comply with the security and safety criteria
set forth in Article V of this Agreement.
The CITY shall notify the BOARD in writing regarding the BOARD'S failure to perform or
to comply with the terms and conditions of this Agreement. If the BOARD fails to cure the
default within thirty (30) days after receiving written notice or does not provide the CITY
with a written response indicating the status of the BOARD'S curing of the default and
providing a mutually agreeable schedule to cure the default, said approval not to be
unreasonably withheld, within thirty (30) days after receiving written notice, the CITY shall
have the right to immediately terminate this Agreement, in part or in whole and without
penalty, upon thirty (30) days additional written notice to the BOARD.
Notwithstanding the above, the Parties acknowledge and agree that any material breach
of this Agreement by the BOARD beyond the Cure Period (defined below) may result in
the cancellation of this Agreement, irrespective of any other provisions of this Agreement.
The CITY shall provide the BOARD with written notice of a material breach of this
Agreement, specifying the facts that form the basis of the material breach. The BOARD
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shall have three (3) business days from the date it receives the written notice to cure the
material breach ("BOARD's Cure Period"). The following shall constitute a material
breach on the part of the BOARD: (1) other than discontinuing on -site activities to protect
the health and wellbeing of students and staff during a health emergency, failure to
operate the BOARD'S program(s) on the Park Sites for more than one -hundred twenty
(120) consecutive days after the Commencement Date of this Agreement, (2) failure to
comply with Article XXXVII of this Agreement regarding infrastructure improvements and
regulatory compliance, (3) failure to pay taxes or special assessments as outlined in
Article XXXVII of this Agreement, (4) in the event the tax-exempt status of the Park Site(s)
is rescinded or is at risk of being rescinded due to the lease, use or occupancy of the Park
Site(s) by the BOARD, (5) unauthorized assignment or sublet of the Park Site(s), (6)
failure to pay expenses to the CITY, if any, (7) use of the Park Site(s) for any reason not
provided for in Article IV of this Agreement, (8) failure to comply with COVID-19 protocols
or any other pandemic protocols, including any and all Emergency Orders and the
provisions of the Certificate of Compliance, as set forth in Article IV of this Agreement;
and (9) failure to comply with the security and safety criteria set forth in Article V of this
Agreement.
XVIII.
INSURANCE REQUIREMENTS
The CITY shall maintain and provide evidence of public liability insurance or an ongoing
self-insurance program covering the CITY, its officers and employees for any activities
related to this Agreement.
The BOARD shall maintain and provide evidence of public liability insurance or an
ongoing self-insurance program covering the BOARD, its officers and employees for any
activities related to this Agreement.
XIX.
NOTICE AND GENERAL CONDITIONS
A. All notices or communications under this Agreement by either Party to the other
("Notice") shall be sufficiently given or delivered if dispatched by (1) certified U.S. mail,
postage pre -paid, return receipt requested, (2) hand delivery, (3) Federal Express or other
comparable overnight mail service, or (4) electronic mail, to the following addresses, or
as the same may be changed in writing from time to time.
In the case of notice or communication to the BOARD:
The School Board of Miami -Dade County, Florida
c/o Superintendent of Schools
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Perla Tabares Hantman School Board Administration Building
1450 N.E. Second Avenue, Room 912
Miami, Florida 33132
With a copy to:
Miami -Dade County Public Schools
Attention: Chief Facilities Design and Construction Officer
1450 N.E. Second Avenue, Room 525
Miami, Florida 33132
E-mail: RPerez6@oaoescnoois.net
With a copy to:
The School Board of Miami -Dade County, Florida
School Board Office of General Counsel
1450 NE 2nd Avenue, Room 400
Miami, FL 33132
Attn: General Counsel
E-mail: Walter.Harvey@dadeschools.net and ACraft@dadeschools.net
In the case of notice or communication to the CITY:
City of Miami
Attention: City Manager
444 SW 2 Avenue
Miami, Florida 33130
Email: parks@miamigov.com
With a copy to:
City Attorney's Office
444 SW 2nd Avenue
Suite 945
Miami, Florida 33130
Email:
B. Title and paragraph headings are for convenient reference and are not intended to
confer any rights or obligations upon the Parties to this Agreement.
C. For purposes of this Agreement, the Superintendent of Schools or his/her designee
shall be the party designated by the BOARD to grant or deny any approvals required
under this Agreement dealing with making improvements by either Party within the
Demised Premises, modifying schedules or periods of use, and any other operational
issues.
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D. In addition to the above, the Superintendent of Schools shall also be the party
designated by the BOARD to execute Due Diligence Agreements, as hereinafter defined,
and to grant or deny any approvals required by this Agreement within the authority
granted to the Superintendent by the School Board in this Agreement, including without
limitation amending any exhibits to the Agreement, cancellation and/or termination of this
Agreement, placing the CITY in default, and adding School Sites and Park Sites to the
Agreement or deleting School Sites and Park Sites from the Agreement as provided
herein.
E. For purposes of this Agreement, the City Manager of the City of Miami or his/her
designee shall be the party designated by the CITY to grant or deny any and all approvals
required under this Agreement, including, without limitation, modifying the areas or
periods of use, reviewing and approving all matters relating to the CITY's construction of
improvements on School Sites, authorizing modifications to Exhibit "B" for the limited
purpose of adding School Sites and Park Sites to the Agreement or deleting School Sites
and Park Sites from the Agreement, and any other operational issues. The City Manager
of the City of Miami, or his/her designee, shall also be the party designated by the CITY
to execute Due Diligence Agreements, and grant or deny any approvals required by this
Agreement for the renewal, cancellation and/or termination of this Agreement, and placing
the BOARD in default as provided herein.
F. Except as otherwise provided in this Agreement, any Notice shall be deemed received
only upon actual delivery at the address set forth above. Notices delivered after 5:00 PM
(at the place of delivery) or on a non -business day, shall be deemed received on the next
business day. If any time for giving Notice contained in this Agreement would otherwise
expire on a non -business day, the Notice period shall be extended to the next succeeding
business day. "Day" as used in this Agreement shall be defined as calendar day, unless
otherwise provided. Counsel for the BOARD and Counsel for the CITY may deliver Notice
on behalf of the BOARD and the CITY, respectively. Any party or other person to whom
Notices are to be sent or copied may notify the other Parties of any change in name or
address to which Notices shall be sent by providing the same pursuant to this provision.
XX.
DAMAGE OR DESTRUCTION
Other than damage or destruction caused by the actions of one Party on the other Party's
property, as enumerated below, in the event one or more School Sites or Park Sites
should be destroyed or so damaged by fire, windstorm or other casualty to the extent the
facilities are rendered untenantable or unfit for the other Party, the other Party may
immediately discontinue use of the impacted School Site or Park Site on a temporary
basis by so notifying the property owner in writing. Unless set forth in Exhibit "B" or
otherwise agreed to in writing by the Parties, the BOARD shall cause the impacted
improvements at the School Site, and the CITY shall cause the impacted improvements
at the Park Site, to be repaired and placed in a safe, secure and useable condition and
compatible for District and CITY use, within one hundred eighty (180) days from the date
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of said damage or destruction, or other reasonable period of time as mutually agreed to
by the Parties, which shall be determined based upon the scope and nature of the
damages, costs of the necessary repairs, coordination with FEMA or other jurisdictional
entities, and available funding for such repairs by the responsible Party. The Parties
acknowledge and agree that, unless otherwise agreed to, repair/replacement of the
damaged/destroyed facilities at a School Site shall be strictly and exclusively limited to
repair/replacement of those improvements necessary to render the facility capable of
serving the District's public school students and staff in a traditional public school setting,
and repair/replacement of the damaged/destroyed facilities at a Park Site shall be strictly
and exclusively limited to repair/replacement of those improvements necessary to render
the facility capable of serving park patrons and staff in a traditional CITY park setting, and
may not include any construction, improvements or upgrades to the facility that may have
been completed by the CITY or BOARD under this Agreement. Should the facilities not
be repaired and rendered tenantable within the aforementioned time period, then the
other Party may, at its sole option, place the property owner in default, as provided in
Article XVII, or delete the impacted site from the Agreement.
Any damage or destruction sustained to one Party's property as a result of the actions of
the other Party, shall be repaired by the other Party, at its sole cost and expense.
For avoidance of doubt, unless otherwise set forth in Exhibit "B" or elsewhere in this
Agreement, each property owner shall at all times be responsible for damage and
destruction of improvements on its own property.
XXI.
NON-DISCRIMINATION
Both Parties agree that there will be no discrimination against any person based upon
race, color, sex, religious creed, ancestry, ethnic or national origin, citizenship status,
mental or physical handicap, genetic information, age, political beliefs, sexual orientation,
gender, gender identification, marital status, social and family background, linguistic
preference, pregnancy or as otherwise provided by law, in the use of the School Sites
and Park Sites and improvements thereon. It is expressly understood that upon a
determination by a court of competent jurisdiction that discrimination by a Party has
occurred, such event shall be treated as a Default hereunder.
XXII.
PEACEFUL POSSESSION
Subject to the terms, conditions, and covenants of this Agreement, both Parties agree
that the CITY shall and may peaceably have, hold and enjoy the above -described School
Sites, and the BOARD shall and may peaceably have, hold and enjoy the above -
described Park Sites, without hindrance or molestation by the property owner. Subject to
the provisions of Article XXIX, at the expiration of this Agreement, the Parties shall,
without demand, quietly and peaceably deliver up possession of the School Sites and
Park Sites and all improvements thereon to the applicable property owner in good order
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and repair, except for normal wear and tear, or decay and damage by the elements, or
other Acts of God.
XXIII.
SUCCESSORS AND ASSIGNS
This Agreement shall extend to and be binding upon the Parties herein, their heirs,
executors, legal representatives, successors and assigns, subject to conditions set forth
in this Agreement.
XXIV.
EXTENSION OF TERM
If not in default in performance of the obligations set forth in this Agreement, the Parties
may extend the term of this Agreement, by mutual agreement, under the same terms and
conditions set forth herein for two (2) additional terms of two (2) years each from the
expiration of the original term or any renewal thereof, provided one Party gives Notice to
the other at least ninety (90) days prior to the expiration of the then current term. Any such
extension shall require the approval of the School Board and City Commission, and shall
be facilitated through the execution by the Parties of an amendment to this Agreement.
XXV.
COMPLIANCE WITH FEDERAL, STATE, AND LOCAL LAWS
All Parties hereby agree that they shall comply with all applicable laws, rules, regulations,
ordinances and codes of Federal, State and Local Governments, including, without
limitation, the Americans with Disabilities Act, the Jessica Lunsford Act, and COVID-19
restrictions or any restrictions and/or measures relating to a pandemic as may be defined
by federal, state, local and/or School Board policy, as all may be further amended from
time to time and to the extent required by applicable law.
XXVI.
CONSTRUCTION OF AGREEMENT
This Agreement shall be construed and enforced according to the laws of the State of
Florida and the venue for any disputes shall be in Miami -Dade County, Florida.
XXVII.
SEVERABILITY
In the event any paragraph, clause or sentence of this Agreement or any future
amendment is declared invalid by a court of competent jurisdiction, such paragraph,
clause or sentence shall be stricken from the Agreement and the balance of the
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Agreement shall not be affected by the deletion thereof, provided to do so would not
render interpretation of the Agreement provisions ambiguous or a nullity.
XXVIII.
WAIVER
No waiver of any provision hereof shall be deemed to have been made unless such waiver
is in writing and signed by the CITY or BOARD. The failure of either Party to insist upon
strict performance of any of the provisions or conditions of this Agreement shall not be
construed as waiving or relinquishing in the future any such covenants or conditions, but
the same shall continue and remain in full force and effect.
XXIX.
SURRENDER OF PREMISES
Notwithstanding any other provision of this Agreement, upon the cancellation, termination
or expiration of this Agreement or any extension thereof, or elimination of a particular
School Site or Park Site from Exhibit "B", the CITY and BOARD agree to promptly and
peacefully surrender and deliver possession of the premises to the applicable property
owner in good order and repair and in as good condition as existed on the
Commencement Date of this Agreement, ordinary wear and tear, or damage by fire,
windstorm or other Acts of God, excepted. The Parties shall be required to promptly
remove all of its personal property and other items from the other Party's property,
including any signage it installed. At the property owners sole option, the CITY or BOARD
shall remove any improvements or facilities constructed by it on the other Party's property,
and restore the area to the same or better condition as existed before the Commencement
Date of this Agreement, within ninety (90) days of said termination, cancellation or
expiration, or other reasonable period of time agreed to by the Parties. In the event the
property owner elects to retain any or all of the improvements constructed by the other
Party on its property, title to said improvements shall be conveyed to the property owner
without compensation or remuneration.
XXX.
BACKGROUND SCREENING REQUIREMENTS AND
COMPLIANCE WITH SCHOOL CODE
In accordance with the requirements of Sections, 1012.465, 1012.32, and 1012.467,
Florida Statutes, School Board Policies 6320 and 8475, as amended from time to time,
the CITY agrees that the CITY and all of its employees, agents, contractors, and
subcontractors who provide or may provide services under this Agreement will complete
criminal history checks, and all background screening requirements, including level 2
screening requirements as outlined in the above -referenced Statutes and School Board
Policies prior to entering or providing services relating to the School Sites.
Additionally, the CITY agrees that each of its employees, representatives, agents,
subcontractors or suppliers who are permitted access on the School Site when students
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are present, who have direct contact with students or who have access to or control of
school funds must meet level 2 screening requirements as described in the above -
referenced Statutes and School Board Policies.
Pursuant to the 2007 amendments to the Jessica Lunsford Act enacted by the Florida
Legislature, requirements for certain fingerprinting and criminal history checks shall be
inapplicable to non -instructional contracted personnel who qualify for exemption from
level 2 screening requirements as provided under § 1012.468, Fla. Stat. (2007). In
addition, the provisions of § 1012.467, Fla. Stat. (2007) are incorporated herein by
reference, and any provisions of this Agreement that may be inconsistent with, contrary
to, or determined to be in conflict with § 1012.467, will be superseded by said Statute.
A non -instructional contractor who is exempt from the screening requirements set forth in
§ 1012.465, § 1012.468 or § 1012.467, Florida Statutes, is subject to a search of his or
her name or other identifying information against the registration information regarding
sexual predators and sexual offenders maintained by the Department of Law
Enforcement under § 943.043 and the national sex offender public registry maintained by
the United States Department of Justice. The CITY will not be charged for this search.
Further, upon obtaining clearance by the BOARD, if BOARD deems necessary, BOARD
will issue a photo identification badge which shall be worn by the individual at all times
while on the School Site when students are present.
The CITY agrees to bear any and all costs associated with acquiring the required
background screening including any costs associated with fingerprinting and obtaining
the required photo identification badge. The CITY agrees to require all its affected
employees to sign a statement, as a condition of employment with the CITY in relation to
performance under this Agreement, agreeing that the employee will abide by the
heretofore described background screening requirements, and also agreeing that the
employee will notify the CITY/Employer of any arrest(s) or conviction(s) of any offense
enumerated in BOARD Policies 6320 and 8475 within 48 hours of its occurrence. The
CITY agrees to provide the BOARD with a list of all of its employees who have completed
background screening as required by the above -referenced statutes and who meet the
statutory requirements contained therein. The CITY agrees that it has an ongoing duty to
maintain and update these lists as new employees are hired and in the event that any
previously screened employee fails to meet the statutory standards. The CITY further
agrees to notify the BOARD immediately upon becoming aware that one of its employees
who was previously certified as completing the background check and meeting the
statutory standards is subsequently arrested or convicted of any disqualifying offense.
Failure by the CITY to notify the BOARD of such arrest or conviction within 48 hours of
being put on notice and within 5 business days of the occurrence of qualifying arrest or
conviction, shall constitute grounds for the BOARD, at its sole option, to place the CITY
in default.
The Parties further agree that failure by the CITY to perform any of the duties described
in this Article XXX shall constitute a material breach of the Agreement.
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XXXI.
LEGAL FEES AND COURT COSTS
In the event of any litigation or adverse proceedings between the Parties under this
Agreement, each Party shall be responsible for its own attorney's fees and court costs
through trials and appellate levels. The provisions of this paragraph shall survive the
expiration or early termination or cancellation of this Agreement.
XXXII.
SIGNAGE
The Parties shall be permitted to erect identification signage on the other Party's property,
subject to the express prior written approval of the property owner, or its designee. Upon
the termination, expiration or cancellation of this Agreement, the Parties shall remove, at
their expense, any signage erected by it on the other Party's land, and restore the area
to the same or better condition as existed prior to installation of the signage.
XXXIII.
FLORIDA PUBLIC RECORDS LAW; AUDITS
AND INSPECTIONS & ACCESS TO RECORDS
This Agreement shall be subject to Florida's Public Records Laws, Chapter 119, Florida
Statutes. The Parties understand the broad nature of these laws and agrees to comply
with Florida's Public Records Laws and laws relating to records retention. The Parties
shall keep and maintain public records required by the other to perform the service. The
Parties shall keep records to show their compliance with this Agreement. The Parties
contractors and subcontractors must make available, upon request of the other Party, a
Federal grantor agency, the Comptroller General of the United States, or any of their duly
authorized representatives, any books, documents, papers, and records of the applicable
Party or its assigns, contractors or subcontractors which are directly pertinent to this
specific Agreement for the purpose of making audit, examination, excerpts, and
transcriptions. Upon request from either Party's custodian of public records, the other
Party shall provide the requesting Party with a copy of the requested records or allow the
records to be inspected or copied within a reasonable time at a cost that does not exceed
the cost provided in this chapter or as otherwise provided by law. The Parties shall ensure
that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law for the duration of
the term of this Agreement and following the expiration or early termination or cancellation
of this Agreement if the Parties do not transfer the records to the other Party. The Parties,
their assigns, contractors and sub -contractors shall retain all records for five (5) years
after final payment is made or received and all pending matters are completed pursuant
to Title 34, Sections 80.36(b)(1). The Parties, upon completion of the Agreement, shall
transfer, at no cost to the other, all public records in their possession or keep and maintain
public records required by the other Party to perform the service. If the one Party transfers
all public records to the other Party upon completion of the Agreement, the transferring
Party shall destroy any duplicate public records that are exempt or confidential and
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exempt from public records disclosure requirements. If a Party keeps and maintains
public records upon completion of the Agreement, the Party shall meet all applicable
requirements for retaining public records. All records stored electronically must be
provided to the other Party, upon request from the requesting Party's custodian of public
records, in a format that is compatible with the information technology systems of the
requesting Party. The Parties shall incorporate this provision into every contract that it
enters into relating to the Agreement.
IF THE CITY HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,
FLORIDA STATUTES, TO THE BOARD'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS AT 305-995-1128, prr@dadeschools.net, and 1450 NE 2 Avenue, Miami,
Florida 33132.
IF THE BOARD HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER
119, FLORIDA STATUTES, TO THE CITY'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, CONTACT THE CITY'S CUSTODIAN OF PUBLIC
RECORDS AT 305-250-5360, clerks@miamigov.com, or 3500 Pan American Drive,
Miami, Florida 33133
XXXIV.
HAZARDOUS MATERIALS
For purposes of this Agreement, the term "Hazardous Substances" shall include, but not
be limited to, flammable substances, explosives, radioactive materials, asbestos,
polychlorinated biphenyls, chemicals known to cause cancer or reproductive toxicity,
pollutants, contaminants, hazardous wastes, medical wastes, toxic substances or related
materials, petroleum and petroleum products, and substances declared to be hazardous
or toxic by Environmental Law. The term "Environmental Law" shall mean any law,
ordinance, rule, order, decree, judgment, regulation and guideline (present and future), of
any governmental, quasi -public authority and applicable board of insurance underwriters
related to environmental conditions on, under, or about a School Site or Park Site, or
arising from the use or occupancy of the site, including, but not limited to, soil, air, surface
and/or ground water conditions, or governing the use, generation, storage, transportation,
or disposal of Hazardous Substances in, on, at, to or from a site. The term "Hazardous
Substances Discharge" shall mean any deposit, spill, discharge, or other release of
Hazardous Substance that occurs during the term, at or from a site or that arises at any
time from the BOARD or CITY'S use or occupancy of a School Site or Park Site.
Neither the BOARD nor CITY shall cause or permit to occur: (a) any violation of any
Environmental Law on a School Site or Park Site or (b) the use, generation, release,
manufacture, refining, production, processing, storage or disposal of any Hazardous
Substances on, under, or about a site, or the transportation to or from a School Site or
Park Site of any Hazardous Substance.
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Both Parties shall comply with all applicable Environmental Laws with respect to School
Sites and Park Sites. Both Parties shall make all submissions to, provide all information
required by and otherwise fully comply with all requirements of any governmental
authority arising under Environmental Laws with respect to a site during the term of this
Agreement. Any previously conducted site assessment reports shall be provided by the
Parties on all sites if available. Determination of responsibility shall be established by both
Parties for all remediation of contaminants prior to the Parties effecting an agreement for
site remediation. If any governmental authority requires any clean-up or clean-up
measures because of any Hazardous Substances Discharge demonstrated to have been
caused by either Party with respect to a site, then the responsible Party shall, at its own
expense, prepare and submit the required plans and all related bonds and other financial
assurances and shall carry out all such clean-up plans. The Parties shall promptly notify
each other of any notices or communications received from any jurisdictional entity in
relation to any environmental findings on a site, and shall promptly provide the other Party
with all information reasonably requested by the other Party regarding its use, generation,
storage, transportation or disposal of Hazardous Substances in or at a site.
The Parties shall indemnify the other against any Hazardous Substances Discharge
demonstrated to have been caused by one Party on the other Party's site. The obligations
and liability of the Parties under this paragraph shall survive the expiration or termination
of this Agreement.
XXXV.
This Article intentionally deleted
XXXVI.
SUBORDINATION AND ESTOPPEL
This Agreement is and shall be subject and subordinate to any deed restrictions,
conveyance and ground or underlying leases and the rights of the Parties under those
leases and to all financing that may now or hereafter affect the leases, and to all renewals,
modifications, consolidations, replacements and extensions thereof. This provision shall
be self -operative and no further instrument of subordination shall be necessary. However,
in confirmation of this subordination, either Party shall execute promptly any certificate
that the BOARD or CITY may request. In addition, at the BOARD'S or CITY'S request,
the other Party shall execute and return an Estoppel Letter, confirming the substantive
terms and status of this Agreement, within thirty (30) days of receipt of such a request.
XXXVII.
TAXES AND REGULATORY COMPLIANCE
The CITY and BOARD shall be responsible for collection and payment of any taxes, fees
or other assessments, including but not limited to sales tax, ad valorem tax, all licenses,
permits or other taxes which may be imposed on the other Party's property as a result of
the use and occupancy of the site by the other Party. If at any time during the term of this
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Agreement, there is a requirement by any jurisdictional entity for infrastructure
improvements or other regulatory compliance due to the use or occupancy of the site, the
other Party acknowledges and agrees that it shall be responsible for compliance with all
applicable requirements, at its sole cost and expense.
XXXVIII.
USE OF FACILITY AS A REVENUE GENERATOR
Other than as set forth in Exhibit "B", the property owner shall always retain the exclusive
right to be the sole authorizer and recipient of revenue generators, in compliance with its
Policies, relating to its property, including, without limitation, third party advertising or
installation of wireless telecommunications facilities, provided such endeavors do not
unreasonably interfere with the other Party's rights to peaceful enjoyment of the
applicable sites under this Agreement. Notwithstanding any provision contained in this
Agreement, neither Party may allow or engage in any activity which may impact the
respective Parties' immunity or exemption from the consequences of any tax whatsoever.
XXXIX.
REPRESENTATIONS
The CITY is duly organized, validly existing, and in good standing under the laws of the
State of Florida and has full power to execute, deliver, and perform its obligations under
this Agreement. The execution and delivery of this Agreement, and the performance by
the CITY of its obligations under this Agreement, have been duly authorized by all
necessary actions of the CITY, and do not contravene or conflict with any rules,
regulations, policies or laws governing the CITY, or any other agreement binding on the
CITY. The individual(s) executing this Agreement on behalf of the CITY has/have full
authority to do so.
The BOARD is duly organized, validly existing, and in good standing under the laws of
the State of Florida and has full power to execute, deliver, and perform its obligations
under this Agreement. The execution and delivery of this Agreement, and the
performance by the BOARD of its obligations under this Agreement, have been duly
authorized by all necessary action of the BOARD, and do not contravene or conflict with
any rules, regulations, policies or laws governing the BOARD, or any other agreement
binding on the BOARD. The individual(s) executing this Agreement on behalf of the
BOARD has/have full authority to do so.
XL.
MISCELLANEOUS PROVISIONS
A. RECORDATION: This Agreement may not be recorded in the public records of Miami -
Dade County, Florida, in any form, by either Party.
B. EMINENT DOMAIN: If any part of a School Site or Park Site utilized under this
Agreement is taken in the exercise of the power of eminent domain, this Agreement shall
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terminate for that specific parcel on the date title vests in the taking authority. The Parties
may pursue all available remedies for the taking, but will have no interest in the award
made to the property owner.
C. 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 health department.
D. TIME IS OF THE ESSENCE: Time is of the essence in the performance of this
Agreement.
E. BROKERS: Subject to limitations of Section 768.28, F.S., as same may be amended
from time to time, the CITY and BOARD each represents that there are no brokers,
salesmen or finders involved in the transaction contemplated by this Agreement. If any
other claim for a brokerage fee or commission in connection with this transaction is made
by any broker, salesman or finder claiming to have dealt by, through or on behalf of the
CITY or BOARD ("Indemnitor"), and in consideration of the mutual promises contained
in this Agreement, Indemnitor shall indemnify and hold harmless the other Party
("Indemnitee"), and Indemnitee's officers, directors, agents and representatives, from
and against any and all liabilities, damages, claims, fees and expenses whatsoever,
except attorneys' fees, court costs or costs of defense, with respect to said claim for
brokerage. The provisions of this Paragraph shall survive the expiration or earlier
termination or cancellation of this Agreement.
F. PROMOTION. Other than activities undertaken to promote the CITY'S or BOARD'S
recreational and educational programs at one or more School Sites and Park Sites, the
Parties shall not be permitted to use the property owner's site for promotion or advertising
of any type or nature whatsoever. The Parties will make every effort to co -promote
programs, events, and activities of community benefit through the distribution of fliers and
use of online methods.
G. COUNTERPARTS. This Agreement and any amendments thereto may be executed in
any number of counterparts, each of which when executed and delivered shall be an
original; however, all such counterparts together shall constitute but one and the same
instrument. Signature and acknowledgment pages, if any, may be detached from the
counterparts and attached to a single copy of the document to physically form one
Agreement, as amended. Electronic signatures shall be deemed as originals.
H. DUE DILIGENCE: The Parties acknowledge and agree that, at the requesting Party's
option, in order to determine the viability of adding a Park Site or School Site to this
Agreement or increasing/modifying an area currently used under this Agreement, each
Party shall have an ability to conduct due diligence investigations on the subject property
("Due Diligence Investigations"). Such Due Diligence Investigations shall be facilitated
through the use of a Due Diligence Agreement ("Due Diligence Agreement") to be
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reviewed and approved by both Parties. Once duly executed by the Parties, the
requesting Party may access the subject site, with full right to: (a) inspect the site; (b)
conduct any and all inspections, investigations and tests on the site, including, but not
limited to, soil borings and hazardous waste studies, reasonably necessary for the
requesting Party to determine the viability of the site for its intended use, and (c) make
such other inspections and examinations with respect to the site as its counsel, licensed
engineers, or other representative may have deemed necessary. The Parties
acknowledge that all Due Diligence Investigations shall be conducted at the requesting
Party's sole cost and expense and must be completed in compliance with all terms and
conditions of the Due Diligence Agreement.
I. SOVEREIGN IMMUNITY: No provision contained in this Agreement shall be deemed a
waiver of either Party's sovereign immunity.
J. WAIVER OF TRIAL BY JURY: THE PARTIES WAIVE TRIAL BY JURY IN ANYACTION,
PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER PARTY AGAINST THE
OTHER WITH RESPECT TO ANY MATTER ARISING UNDER THIS AGREEMENT OR
USE OR OCCUPATION OF THE DEMISED PREMISES.
K. HUMAN TRAFFICKING AFFIDAVIT: Section 787.06(13), Florida Statutes, requires all
nongovernmental entities executing, renewing, or extending a contract with a
governmental entity to provide an affidavit signed by an officer or representative of the
nongovernmental entity, under penalty of perjury, that the nongovernmental entity does
not use coercion for labor or services as defined in that statute. In compliance with the
Florida Statute, and as a condition precedent to the Commencement of this Agreement,
the Parties covenant and agree to require all non -governmental entities executing,
renewing, or extending a contract under this Agreement to execute the attached subject
affidavit (attached hereto as Exhibit "D").
L. E-VERIFY: As per Florida Statutes, as amended from time to time, the Parties are
required to register with and use the E-Verify system to verify the work authorization status
of all newly hired employees. Should the CITY utilize a subcontractor to perform services
under this Agreement, the CITY shall obtain an affidavit stating that the subcontractor
does not employ, contract with, or subcontract with an unauthorized alien. If a Party fails
to obtain the Affidavit from its subcontractor and/or register with and use the E-Verify
system, this Agreement shall terminate immediately. In addition, the offending entity may
not be awarded a public contract for at least one (1) year after the date on which the
contract was terminated. A contractor is liable for any additional costs incurred by a public
employer as a result of the termination of a contract.
XLI.
ENTIRE AGREEMENT
This Agreement and all Exhibits attached hereto, as those Exhibits may be substituted
from time to time as provided for herein, constitute the entire agreement between the
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Parties and supersedes all previous negotiations, and it may be modified only by an
agreement in writing signed by the BOARD and the CITY.
[INDIVIDUAL SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the BOARD and CITY have caused this Agreement to be
executed by their respective and duly authorized officers the day and year first written
above.
WITNESSES AS TO THE BOARD: BOARD:
THE SCHOOL BOARD OF MIAMI-
DADE COUNTY, FLORIDA
Print Name:
Address: 1450 NE 2 Ave., Miami, FI. 33132
By:
Dr. Jose L. Dotres
Superintendent of Schools
Date:
Print Name:
Address: 1450 NE 2 Ave., Miami, FI. 33132 RECOMMENDED:
TO THE BOARD: APPROVED AS TO
RISK MANAGEMENT ISSUES:
Office of Risk and Benefits Management
Risk and Benefits Officer
Date:
TO THE BOARD: APPROVED AS TO
TREASURY MANAGEMENT ISSUES:
Office of Treasury Management
Treasurer
Date:
Raul F. Perez
Chief Facilities Design & Construction
Officer
Date:
TO THE BOARD: APPROVED AS TO
FORM AND LEGAL SUFFICIENCY:
School Board General Counsel
Date:
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WITNESSES AS TO THE CITY: CITY:
CITY OF MIAMI
By:
Print Name: Arthur Noriega, V
Address: City Manager
Date:
Print Name:
Address:
ATTEST:
Todd Hannon
City Clerk
Date:
APPROVED AS TO RISK
REQUIREMENTS:
David Ruiz
Interim Risk Management Director
APPROVED AS TO FORM AND LEGAL
SUFFICIENCY:
By:
George K. Wysong III
Date:
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EXHIBIT "A"
TO
MASTER JOINT USE AGREEMENT BY AND BETWEEN THE SCHOOL BOARD OF
MIAMI-DADE COUNTY, FLORIDA, AND THE CITY OF MIAMI
COMMENCEMENT DATE
The Parties shall generate a written confirmation of the Commencement Date of this
Agreement, which written confirmation shall be attached hereto and become a part hereof
as Exhibit "A".
[Consisting of two (2) pages, including this title page]
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EXHIBIT "B"
TO
MASTER JOINT USE AGREEMENT BY AND BETWEEN THE SCHOOL BOARD OF
MIAMI-DADE COUNTY, FLORIDA, AND THE CITY OF MIAMI
DESCRIPTION OF DEMISED PREMISES
Effective with the Commencement Date, the BOARD shall make available to the CITY
the School Sites set forth in Exhibit "B-1" ( School) and Exhibit "B-2"
( School), and the CITY shall make available to the BOARD the Park Sites set
forth in Exhibit "B-3" ( Park), and Exhibit "B-4" ( Park), collectively
referred to and attached hereto as Exhibit "B". The Parties acknowledge and agree that
subsequent to the Commencement Date, additional Park Sites and School Sites may be
added to this Agreement, which additional sites shall become a part hereof as Exhibit "B".
[Consisting of pages, including this title page]
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EXHIBIT "B-1"
MASTER JOINT USE AGREEMENT BY AND BETWEEN THE SCHOOL BOARD OF
MIAMI-DADE COUNTY, FLORIDA, AND THE CITY OF MIAMI
SITE -SPECIFIC OPERATIONAL CRITERIA: SCHOOL
[consisting of a total of (_) pages
This Exhibit "B-1" describes the Demised Premises and specific operational criteria for
School, located at , Miami, Florida.
Master Joint Use Agreement/School Board and City of Miami/Draft #3 11.13.25
Page 39 of 44
EXHIBIT "B-2"
MASTER JOINT USE AGREEMENT BY AND BETWEEN THE SCHOOL BOARD OF
MIAMI-DADE COUNTY, FLORIDA, AND THE CITY OF MIAMI
SITE -SPECIFIC OPERATIONAL CRITERIA: SCHOOL
[consisting of a total of ( ) pages]
This Exhibit "B-2" describes the Demised Premises and specific operational criteria for
School, located at , Miami, Florida.
Master Joint Use Agreement/School Board and City of Miami/Draft #3 11.13.25
Page 40 of 44
EXHIBIT "B-3"
MASTER JOINT USE AGREEMENT BY AND BETWEEN THE SCHOOL BOARD OF
MIAMI-DADE COUNTY, FLORIDA, AND THE CITY OF MIAMI
SITE -SPECIFIC OPERATIONAL CRITERIA: PARK
[consisting of a total of ( ) pages]
This Exhibit "B-3" describes the Demised Premises and specific operational criteria for
Park, located at , Miami, Florida.
Master Joint Use Agreement/School Board and City of Miami/Draft #3 11.13.25
Page 41 of 44
EXHIBIT "B-4"
MASTER JOINT USE AGREEMENT BY AND BETWEEN THE SCHOOL BOARD OF
MIAMI-DADE COUNTY, FLORIDA, AND THE CITY OF MIAMI
SITE -SPECIFIC OPERATIONAL CRITERIA: PARK
[consisting of a total of ( ) pages]
This Exhibit "B-4" describes the Demised Premises and specific operational criteria for
Park, located at , Miami, Florida.
Master Joint Use Agreement/School Board and City of Miami/Draft #3 11.13.25
Page 42 of 44
EXHIBIT "C"
TO
MASTER JOINT USE AGREEMENT BY AND BETWEEN THE SCHOOL BOARD OF
MIAMI-DADE COUNTY, FLORIDA, AND THE CITY OF MIAMI
DEDICATION AGREEMENT
Dedication Agreement setting forth the perpetual easement for the use of West End Park
by Fairlawn Elementary School, is attached hereto as Exhibit "C".
[Consisting of four (4) pages, including this title page]
Master Joint Use Agreement/School Board and City of Miami/Draft #3 11.13.25
Page 43 of 44
EXHIBIT "D"
TO
MASTER JOINT USE AGREEMENT BY AND BETWEEN THE SCHOOL BOARD OF
MIAMI-DADE COUNTY, FLORIDA, AND THE CITY OF MIAMI
AFFIDAVIT
In compliance with Section 787.06(13), Florida Statutes, the CITY and BOARD covenant
and agree to require all non -governmental entities executing, renewing, or extending a
contract under this Agreement to execute the subject Affidavit, attached hereto as Exhibit
[Consisting of two (2) pages, including thg title page]
Master Joint Use Agreement/School Board and City of Miami/Draft #3 11.13.25
Page 44 of 44