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24018
AGREEMENT INFORMATION AGREEMENT NUMBER 24018 NAME/TYPE OF AGREEMENT DADE HERITAGE TRUST, INC. DESCRIPTION LEASE AGREEMENT/JACKSON HOUSE FOR HISTORIC PRESERVATION ACTIVITIES & SERVICES/FILE ID: 16-01008/R- 16-0348/MATTER I D : 16-3132 EFFECTIVE DATE March 3, 2022 ATTESTED BY TODD B. HANNON ATTESTED DATE 2/28/2022 DATE RECEIVED FROM ISSUING DEPT. 8/23/2022 NOTE DOCUSIGN AGREEMENT BY EMAIL LEASE AGREEMENT ISSUED BY THE CITY OF MIAMI TO DADE HERITAGE TRUST, INC. FOR THE PROPERTY LOCATED AT 190 SE 12th TERRACE, MIAMI, FLORIDA 33131 AKA DR. JACKSON'S OFFICE TABLE OF CONTENTS 1. Recitals. 4 2. Definitions. 6 3. Purpose(s) 7 4. Manner of Property Use 8 5. Occupancy and Term 8 6. Continuous Duty to Operate. 8 7. Annual Use Fee 8 8. Late Fees 9 9. Returned Check Fee. 10 10. Guarantee Deposit. 10 11. Lessee Maintenance and Repairs 11 12. Services and Utilities. 12 13. Reporting Requirements. 13 14. Condition of the Property and Maintenance. 16 15. Alterations, Additions or Replacements. 16 16. Violations, Liens and Security Interests. 17 17. City Access to Facility. 18 18. Indemnification and Hold Harmless. 19 19. Insurance. 20 20. No Liability. 20 21. Safety. 21 22. Taxes, Other Payments, and Fees. 21 23. Federal Tax Matters and State Constitutional Law Matters Relating To Tax -Exempt and Taxable Bond Financing 22 24. Termination by City Manager for Cause. 22 25. Notices 23 26. Advertising 24 27. Hazardous Materials. 24 28. Radon Gas 25 29. Licenses, Authorizations and Permits. 26 30. Compliance with all Applicable Laws. 26 31. Ownership of Improvements. 26 32. Surrender of Property. 26 33. Severability. 27 34. Invalidity. 28 35. No Assignment or Transfer. 28 36. Public Records. 28 37. Conflict of Interest 30 38. Americans with Disability Act 31 39. Nondiscrimination. 31 40. Affirmative Action. 32 41. Minority/Women Business Utilization. 32 42. Amendments and Modifications 32 43. Attorney(s') Fees, Costs and Expenses - 33 44. Litigation 33 45. Waiver of Jury Trial 33 46. Waiver. 33 47. Time of Essence. 34 48. No Interpretation Against Draftsmen. 34 49. Further Acts. 34 50. No Third Party Beneficiary. 34 51. No Partnership. 34 52. Headings. 35 53. Authority. 35 54. Entire Agreement. 35 55. Special Provisions. 35 COMPOSITE EXHIBIT A: COMPOSITE EXHIBIT A: 37 EXHIBIT Al LEGAL DESCRIPTION 37 EXHIBIT A2 LOCATION OF ROPERTY 38 COMPOSITE EXHIBIT B 39 City Commission Resolution No. R-16-0348, adopted July 29, 2016 40 City Commission Resolution No. R-16-0618, adopted December 8, 2016 47 COMPOSITE EXHIBIT C 48 Authorization of the Board of Trustees of Dade Heritage Trust, Inc. 49 Internal Revenue Code Section 501(c)(3) Determination of Lessee's Not -for -Profit Status 50 Confirmation of Active Status from Florida Secretary of State 51 COMPOSITE EXHIBIT D: REPORTING REQUIREMENTS 55 COMPOSITE EXHIBIT E: INSURANCE REQUIREMENTS 56 EXHIBIT F HISTORICAL CAPITAL FUNDING SOURCES 58 3 LEASE AGREEMENT This Lease Agreement ("Agreement") is made this 3 day of March, 2022, ("Effective Date") by and between the City of Miami, a municipal corporation of the State of Florida, whose address is 3500 Pan American Drive, Miami, Florida 33133 ("City") and Dade Heritage Trust, Inc. ("Lessee"), a non-profit corporation incorporated under the laws of the State of Florida and a federally designated not -for profit organization under Section 501(c)(3) of the U.S. Internal Revenue Code, whose address is 190 SE 12th Terrace, Miami, Florida 33131. RECITALS WHEREAS, the City and Lessee ("Parties") desire and intend to enter into a lease agreement ("Agreement") for the use of City -owned property located at 190 SE 12th Terrace, Miami, Florida 33131 as described in Composite Exhibit A attached and incorporated and as defined below in Section 2 ("Property"), also known as Dr. Jackson's Office; and WHEREAS, the Property was originally the doctor's office and surgery facility of Dr. James M. Jackson, Miami pioneer, and is listed in the national register as a historic landmark; and WHEREAS, the Property is designated as a Historic Resource/Site by the City; and WHEREAS, the Lessee's organizational purpose is to promote historic preservation within the City and the wider Miami -Dade County community; and WHEREAS, Lessee has expressed its interest in utilizing this City -owned property for its not -for -profit -organizational Permitted Uses as defined in Section 2 below, and has requested a lease in order to assist with undertaking capital improvements at the Property; and WHEREAS, It is the intent of the City and the Lessee for the Property to be used as an educational, cultural, historic site, and community visitors' center and for Lessee's services and uses of the Property for historical, educational, visitors, and cultural public community purposes serve paramount public purposes under the laws of the State of Florida; and WHEREAS, pursuant to Section 29-B of the Charter of the City of Miami, as amended ("Charter"), the City and the Lessee have received approval to enter into this Agreement by: (a) 4 Miami City Commission ("City Commission") Resolution No. R-16-0348, adopted July 29, 2016 attached and incorporated as part of Composite Exhibit B, for a required Charter amendment; (b) the affirmative vote of the electorate in the special election held on November 8, 2016 to amend the Charter to authorize the City Commission by a four -fifths (4/5ths) affirmative vote to waive competitive bidding and execute a lease with Lessee for the Property for a term of thirty (30) years, with two (2) thirty (30) year renewals, for minimum annual rent of $600.00 with consumer price index adjustments, with restrictions, reversions, and retention by the City of all other rights; (c) City Commission Resolution No. R-16-0618, adopted December 8, 2016, officially acknowledging the City Clerk's certification of the canvass and declaration of results of the City's special election held on November 8, 2016; and (d) City Commission Resolution R-21-0125, adopted March 26, 2021 limiting the initial term of the Agreement to five (5) years with one (1) five (5) year renewal with City Commission approval required for any further renewals (collectively, "Voter Referendum Approval" also attached and incorporated as part of Composite Exhibit B; and WHEREAS, this Agreement permits only certain, enumerated, specific, listed permitted uses and does not permit anything further; and WHEREAS, this Agreement requires that Lessee must maintain and comply at all times with Sections 18-188 and 18-189 of the City of Miami Code, as amended, and with any and all federal, state, and local compliance requirements and funder requirements related to funding from time to time for the Property; and WHEREAS, this Agreement does not convey or transfer any right to exclude the City from any real property, building(s), and facilities on the Property; and WHEREAS, Lessee's Board of Trustees has authorized its President to execute, enter into, and comply with the terms and conditions of this Agreement pursuant to its not -for -profit organizational Resolution No. 01, adopted January 27, 2022 attached and incorporated as part of Composite Exhibit C; and WHEREAS, the Parties jointly and voluntarily stipulate as to the accuracy of these recitals; and 5 NOW THEREFORE, in consideration of the mutual covenants set forth herein, the sufficiency of which the Parties hereby acknowledge, the Parties hereby agree as follows: 1. Recitals. The foregoing recitals are hereby incorporated and made a part of this Agreement. 2. Definitions. A. "Certified Inspector" is an individual qualified to conduct property inspections and who holds the proper licenses and certifications in the specialized area of work. B. "City Manager" is the City Manager for the City of Miami. C. "Consumer Price Index" or "CPI" means the monthly indices for the applicable month published by the Bureau of Labor Statistics of the United States Department of Labor as the Consumer Price Index for All Items, Miami - Ft Lauderdale, Florida, Base Year 1982-84=100. D. "Director" shall mean the Director of the Department of Real Estate and Asset Management for the City of Miami. E. "Effective Date" shall mean the date that this Agreement is fully executed by the Parties. In the event the Effective Date does not fall on the first day of the month, the Effective Date shall be adjusted to be the first day of the following month. F. "Hazardous Material Laws" means all applicable requirements of federal, state and local environmental, public health and safety laws, regulations, orders, permits, licenses, approvals, ordinances and directives, including but not limited to, all applicable requirements of: the Clean Air Act; the Clean Water Act; the Resource Conservation and Recovery Act, as amended by the Hazardous and Solid Waste Amendments of 1984; the Safe Drinking Water Act; the Comprehensive Environmental Response, Compensation and Liability Act, as amended by the Superfund Amendments and Reauthorization Act of 1986; the Occupational Health and Safety Act; the Toxic Substances Control Act; the Pollutant Discharge Prevention and Control Act; the Water Resources Restoration and Preservation Act; the Florida Air and Water Pollution Control Act; the Florida Safe Drinking 6 Water Act; and the Florida Environmental Reorganization Act of 1975, all as may be amended from time to time. G. "Permitted Uses" shall mean the use of the subject City -owned Property primarily and principally as the principal headquarters for the Lessee's historic preservation activities and services as well as an authorized tourist visitors center', and secondarily as a display museum, educational, and cultural facility for historic artifacts and/or memorabilia relating to the Dr. Jackson Office, historic Miami, or historic Miami -Dade County, and for no other purposes without the prior written consent of the City Manager which (1) may be withheld or conditioned at the discretion of the City Manager, and (2) must comply with all federal, state, and local funding compliance and legal requirements. H. "Property" shall mean the City -owned real property, building(s), facilities, and improvements consisting of approximately 1,457 adjusted square feet of building space on a 6,000 square foot lot located at 190 SE 12th Terrace, Miami, Florida 33131, the legal description of which is more particularly described in Exhibit "Al" and the location map for which is depicted in Exhibit "A2" attached hereto and made a part hereof (collectively, "Composite Exhibit A"). 3. Purpose(s). The City is the owner of the Property. The City has determined that the Property is not needed at this time by any of the City's offices or departments. The City has expressed its desire to assist the Lessee in accomplishing its purpose, the required Voter Referendum Approval has occurred to amend the Charter to allow this Agreement, and in furtherance thereof the City Commission has authorized the Lessee to occupy and use the Property for the Permitted Uses, under the conditions hereinafter set forth. The use of the Property is strictly limited to the Permitted Uses and is not to be used for any other purposes whatsoever. Any use of the Property not authorized under the Permitted Uses must (a) be requested in writing by Lessee to the City Manager at least fifteen (15) business days before the contemplated date for such additional use to begin, (b) receive the prior written consent, denial, or conditioned use approval of the City Manager or his/her designee, which consent may be withheld, denied, or conditioned for any or no reason, 7 including, but not limited to additional financial consideration and/or legal compliance, and (c) must comply with all federal, state, and local funding compliance and legal requirements. 4. Manner of Property Use. Lessee's use of the Property is non-exclusive and Lessee acknowledges and agrees to abide by the terms and obligations as set forth in the services to be provided, manner of operation, use areas, and maintenance and utility obligations; provided however, the City agrees not to enter into another Lease Agreement or other similar agreement on this Property that would interfere with Lessee's ability to operate on the Property. 5. Occupancy and Term. In accordance with the Voter Referendum Approval attached and incorporated in Composite Exhibit B, this Agreement shall commence on the Effective Date for an initial term of five (5) years with one(1) five (5) year option to renew for a maximum period of ten (10) years. 6. Continuous Duty to Operate. Except where the Property is rendered unusable by reason of fire or other casualty, Lessee shall at all times during this Agreement, occupy the Property upon the Effective Date and shall thereafter continuously conduct operations in the Property in accordance with the terms of this Agreement. It is understood and agreed to by the Parties that Lessee's standard hours of operation on the Property, excluding holidays, shall be between 9:00AM and 6:OOPM, Monday through Friday; 10:OOAM 5:OOPM on Saturday, and 12:OOPM to 5:OOPM on Sundays. 7. Annual Use Fee. A. Annual Use Fee. In consideration of this Agreement, Lessee shall pay to the City a minimum annual rent in the amount of six hundred dollars ($600.00) (the "Annual Use Fee") in the manner set forth in Subparagraph B below. B. Manner of Payment. Commencing on the Effective Date of this Agreement, and on the first (1st) day of the month of the anniversary date of the Effective Date for each year thereafter, during the term of 8 the Agreement, Lessee shall pay to the City: (a) the Annual Use Fee plus (b) as and if applicable to a not -for -profit lessee: all State of Florida Use Taxes and any and all other taxes, impositions, assessments, or fees payable by a lessee to another governmental entity or agency thereof (collectively, "Other Payments"), for the Lessee to use the Property, to the following address: City of Miami, Finance Department Attention: Cash Receipts Section 444 SW 2nd Avenue, 3rd Floor Miami, Florida 33130 C. Annual Increase. Commencing on the first day of the month of the anniversary date of the Effective Date and each year thereafter ("Anniversary Date"), the Annual Use Fee payable by Lessee as rent shall increase by a percentage equal to the increase indicated by the CPI over the prior year. in no event shall such CPI adjustment result in a decrease in the Annual Use Fee. D. Special Event Fees, Licenses, Insurance and Other Special Event Requirements. Lessee shall be responsible for any special event application(s), special event fee(s), licenses, insurance, and other special event requirements (collectively, "Special Event Requirements") required by the City, Miami -Dade County, or otherwise for all of Lessee's special events held on and at the Property. 8. Late Fees. In the event any Annual Use Fee payment is not received by the City on or before five (5) business days after the annual anniversary payment date, or in the event any Other Payments are not made when due, Lessee shall pay to City a fee in an amount equal to five percent (5%) of the respective Annual Use Fee or other amounts owed ("Late Fee"). Such Late Fee shall constitute additional fees due and payable to City by Lessee upon the date of payment of the delinquent payment referenced above. Acceptance of such Late Fee by City shall, in no event, constitute a waiver of Lessee's violations with respect to such overdue amount nor prevent City from the pursuit of any remedy to which City may otherwise be entitled. In the event at any time any Other Payments and/or Special Event Requirements are not paid by Lessee to the 9 appropriate governmental entity or agency thereof, then Lessee shall be solely responsible to such governmental entity or agency thereof for any late fees, interest, penalties, or other amounts related thereto in addition to the Late Fee specified above. 9. Returned Check Fee. In the event any check is returned to the City as uncollectible, the Lessee shall pay to City a returned check fee ("Returned Check Fee") based on the following schedule; Returned Amount Returned Check Fee $ 00.01 - $ 50.00 $20.00 $ 50.01- $300.00 $30.00 $300.01 - $800.00 $40.00 OVER $800.01 5% of the returned amount. The Returned Check Fee shall constitute additional fees due and payable to City by Lessee, upon the date of payment of the delinquent payment referenced above. Acceptance of Returned Check Fees by City shall, in no event, constitute a waiver of Lessee's violations with respect to such overdue amount nor prevent City from the pursuit of any remedy to which City may otherwise be entitled. 10. Guarantee Deposit. Simultaneously with the execution of this Agreement, the Lessee shall deposit with City a Guarantee Deposit in the amount of One Thousand Two Hundred Dollars ($1,200.00) as guarantee for the full and faithful performance by Lessee of all obligations of Lessee under this Agreement or in connection with this Agreement. If Lessee is in violation (as provided in Paragraph 16 herein) beyond any applicable notice or cure period, the City may use, apply or retain all or any part of the Guarantee Deposit for the payment of (i) any fee or other sum of money which Lessee was obligated to pay but did not pay, (ii) any sum expended by City on Lessee's behalf in accordance with the provisions of this Agreement, or (iii) any sum which City may expend or be required to expend as a result of Lessee's 10 violation. The use, application or retention of the Guarantee Deposit or any portion thereof by City shall not prevent City from exercising any other right or remedy provided for under this Agreement or at law and shall not limit any recovery to which City may be entitled otherwise. At any time or times when City has made any such application of all or any part of the Guarantee Deposit, the Lessee shall deposit the sum or sums equal to the amounts so applied by City within ten (10) days of written notice by the City in order for Lessee to replenish the Guarantee Deposit to the required One Thousand Two Hundred Dollars ($1,200.00) level. Provided Lessee is not in violation of this Agreement, the Guarantee Deposit or balance thereof, as the case may be, shall be returned to Lessee upon the termination of this Agreement or upon any later date after which Lessee has vacated the Property in the same condition or better as existed on the Effective Date, ordinary wear and tear excepted. Upon the return of the Guarantee Deposit (or balance thereof) to the Lessee, City shall be completely relieved of liability with respect to the Guarantee Deposit. Lessee shall not be entitled to receive any interest on the Guarantee Deposit. 11. Lessee Maintenance and Repairs. The Lessee shall be required, at its sole cost and expense, to provide all Property maintenance, repairs and replacements during the Term including, without limitation, any and all structural portions of the building and facilities including the roof and any and all nonstructural portions of the building; the facilities, the security, plumbing, electrical, heating, fixed fans, and air-conditioning systems, internet systems, and equipment; all doors, floor coverings, interior walls, ceilings, decoration (e.g., carpeting, painting, wall coverings, drapes and other window treatments, refinishing, etc.), and all fixtures and equipment therein. Should Lessee intend to seek any loan or financing of any type for capital maintenance, repairs, and replacements at the Property, including but not limited to any such loan or financing which would or potentially could encumber title to the Property in any way, then Lessee must and shall obtain prior written consent and approval of the City Commission in order to do so. Lessee hereby acknowledges that the Property is governmental property which cannot and shall not be mortgaged or pledged as security for any loan or financing. 11 12. Services and Utilities. A. Lessee's Responsibilities. Lessee, at its sole cost and expense, shall pay for all utilities which may include, but is not limited to, electricity, water, storm water fees, gas, telephone, internet, garbage and sewage disposal used by Lessee during its occupancy of the Property, as well as all costs for installation of any lines and equipment necessary, except those utilities specifically set forth in Subparagraph 12 B below to be provided by City. Lessee, at its sole cost, shall install, as applicable, all utilities required for its use, and arrange for direct utility billing from all applicable utility companies for such services. Lessee, at its sole cost and expense, shall provide cleaning and janitorial services and hire pest and termite control services for the Property, as needed, to ensure that the Property will at all times be in a clean and sanitary condition and free from vermin. Lessee agrees to provide any and all security it deems necessary to protect its operations and equipment. Lessee shall ensure that all appropriate equipment and lights have been turned off and appropriate doors locked at the close of operations within the Property each day. Lessee shall be responsible to implement prudent preventive maintenance measures to safeguard the Property from storms and other "Acts of God" as that term is defined at such time by Florida law. B. City's Responsibilities. City, at its sole cost, shall pay for the following utilities: None. The City reserves the right to interrupt, curtail or suspend the provision of any utility service provided by it, including but not limited to, heating, ventilating and air conditioning systems and equipment serving the Property, to which Lessee may be entitled hereunder, when necessary by reason of accident, Acts of God, or emergency, or for repairs, alterations or improvements in the judgment of City desirable or necessary to be made or due to difficulty in obtaining supplies or labor or for any other cause beyond the reasonable control of the City. The work of such repairs, alterations or improvements shall be prosecuted with reasonable diligence. The City shall in no respect be liable for any failure of the utility companies or governmental 12 authorities to supply utility service to Lessee or for any limitation of supply resulting from governmental orders or directives. Lessee shall not claim any damages by reason of the City's or other individual's interruption, curtailment or suspension of a utility service, nor shall the Lessee or any of Lessee's obligations hereunder be affected or reduced thereby. 13. Reporting Requirements. Lessee shall prepare, or cause to be prepared, the following reports and documents identified in Paragraph sub -sections A, B, C, and D below and submit them to the Director of the Department of Real Estate and Asset Management City of Miami, 444 SW 2nd Avenue, 3rd Floor, Miami, FL 33130 by the timeframes identified below and detailed in Exhibit "D" attached hereto and incorporated herein by reference. A. Financials. Within one hundred twenty (120) days after the end of its fiscal year, Lessee shall deliver or cause to be delivered to the City of Miami's Director, Department of Real Estate and Asset Management ("Director"), an audited financial statement which includes, among other things, information on the Lessee's business operations for the fiscal year, including the following: i) grants, subsidies, rebates, credits or similar benefits received from any federal, state, regional or local body, agency, authority, department or organization which revenues are (a) unrestricted or are to be used for general operating expenses, and (b) restricted or to be used specifically for capital projects at the Property or for other specific uses; ii) all donations and contributions received which revenues are (a) unrestricted or are to be used for general operating expenses and (b) restricted or to be used specifically for capital projects at the Property or for other specific uses; iii) revenue from services, program fees, membership dues; iv) revenue from, advertising and sponsorships conducted on the Property; v) revenue from concession sales, tours, and all other receipts whatsoever of all business conducted in or from the Property; vi) all revenue from sales and services generated on or from the Property; and 13 vii) all revenue received by Lessee in connection with the use of the Property, any facility thereon, or any portion thereof for any period of time, including without limitation, special events and fundraising events, held on the Property. Such audited financial statement shall be prepared by an independent certified public accountant ("CPA") employed at the Lessee's sole cost and expense. In the event Lessee is unable to timely submit the audited financial statement and provided Lessee has commenced and diligently pursued the completion of the audited financial statement, Lessee may request from the Director a thirty (30) day written extension to complete the audited financial statement, which request shall not be unreasonably denied. Said CPA shall attest that such statement is prepared in accordance with generally accepted accounting principles and practices and represents the results of operations for the period indicated therein. Notwithstanding the above and during the effective term of this Agreement, as described in Paragraph 5 herein, and for a period expiring three (3) years after the expiration of the term, at its option, the City may, at its sole cost and expense, audit Lessee's business affairs, records, program files, tour files, special events files, sales slips and sales tax records in connection with Lessee's tours, special events, sales on, from or related to the Property for the period covered by any financial statement, report or record furnished to the City. Lessee shall allow the City or auditors of the City to inspect all or any part of the source documents and records for the aforesaid monthly reports. Said inspection shall be conducted at the sole discretion of the City. Records shall be available Monday through Friday, inclusive, between the hours of 8:00 AM and 5:00 PM at the Lessee's address provided in Paragraph 24 of this Agreement. Copies requested by the City shall be furnished to the City at no cost. B. IRS Form 990 Tax Returns. In the event Lessee cannot provide audited financial statements, as set forth in Paragraph 13 A herein, Lessee shall provide City with a copy of its most recent IRS Form 990 Tax Return no later than three (3) months after the end of its fiscal year. 14 C. Preventive Maintenance Report. No later than August 315t of each year, Lessee, at its own cost and expense, shall cause a Certified Inspector to perform physical inspection of the Property, including all structural, mechanical and electrical components as part of a preventive maintenance program and shall submit an inspection report to the City of any deteriorating conditions found at the Property ("Preventive Maintenance Report"). Within sixty (60) days of completing said inspection, Lessee shall submit a remediation plan to the City, to be approved by the City Manager or his/her designee, for all conditions requiring repair, replacement or modification as noted in the inspection report. As part of the physical inspection of the Property, Lessee shall perform or cause to be performed, the following preventive maintenance services: i) Cleaning and janitorial services for the city -owned Property; ii) Grounds services, including lawn, shrub and tree maintenance and removal of any rubbish or obstructions from the City -owned property; iii) Interior and exterior window cleaning to be performed as needed but no less than once every one hundred and twenty (120) days; iv) Vermin control as necessary, but no less than once every sixty (60) days; v) Periodic maintenance and cleaning of kitchen and exhaust equipment, and grease traps or grease inceptors, if applicable; vi) Painting of interior and exterior of buildings, including caulking of all window and door frames, painting of signs, if applicable and restriping of parking lot on the leased Property, as necessary, but no less than every four (4) years; vii) Pressure clean roof as necessary, or upon written request by the City Manager; viii) Replace roof as necessary or upon written request by the City Manager; and ix) Such other preventive maintenance and repairs at the Property as Lessee and City may agree in writing from time to time for health and safety purposes. If Lessee refuses, neglects or fails to provide the above services or does not provide adequate services within thirty (30) days after written demand from the City, City may take corrective measures or cause the Property to be cleaned or repaired without waiving its right(s) or remedies against Lessee, based upon any violation of the Lessee and without releasing 15 Lessee from any obligations hereunder. Lessee shall pay City, as additional payments, the full cost of such work within thirty (30) days of Lessee's receipt from the City of an invoice indicating the cost of such corrective measures or clean-up. Failure to pay such invoice as directed without the necessity of City repairing the Property shall constitute a violation of this Agreement. Nothing herein shall imply that maintenance, repair and inspections should be performed by Lessee only at the suggested intervals. Lessee shall, at all times, be responsible for the condition of the Property and shall perform repairs required in a timely manner so as to prevent injury to person and waste to property. D. Federal and State not -for -profit status. No later than August 315t of each year, Lessee shall provide to the Director updated evidence confirming Lessee's continued Federal and State not -for -profit active status. 14. Condition of the Property and Maintenance. Lessee accepts the Property "as is", in its present condition and state of repair and without any representation by or on behalf of City, and agrees that City shall, under no circumstances, be liable for any latent, patent or other defects in the Property. Lessee, at its sole cost, shall maintain the Property in good order and repair at all times and in an attractive, clean, safe and sanitary condition and shall suffer no waste or injury thereto. Lessee shall be responsible for all interior and exterior non-structural repairs to the Property required or caused by Lessee's use of parts or all thereof. Lessee agrees to make all changes necessary to the Property at Lessee's sole cost and expense in order to comply with all city, county and state code requirements for Lessee's occupancy thereof. 15. Alterations, Additions or Replacements. Except in the event of an emergency, Lessee shall not make any repair without first receiving the written approval of the City Manager or his/her designee, which approval may be 16 conditioned or withheld for any or no reason whatsoever, including a condition to pay additional fees if such alteration will affect the cost of services being provided by the City. If the City Manager or his/her designee approves such request, no repair or alteration shall be commenced until plans and specifications therefore shall have been submitted to and approved by the City Manager or his/her designee. The Lessee shall be solely responsible for applying and acquiring all necessary permits, including but not limited to, building permits. The Lessee shall be responsible for any and all costs associated with any alterations including, but not limited to, design, construction, installation and permitting costs. All alterations to the Property, whether or not by or at the expense of the Lessee, shall, unless otherwise provided by written agreement of the parties hereto, immediately upon their completion become the property of the City and shall remain and be surrendered with the Property. In the event of an emergency, Lessee may reasonably proceed to perform such repair work and shall immediately notify City of such work. All alterations must be in compliance with all statutes, laws, ordinances and regulations of the State of Florida, Miami -Dade County, City of Miami and any other agency that may have jurisdiction over the Property as they presently exist and as they may be amended hereafter. In the event of an emergency, Lessee shall reasonably proceed to perform such repair work and shall immediately notify the City Manager or his/her designee of such work. 16. Violations, Liens and Security Interests. The Lessee shall not suffer or permit any statutory, laborers, material person, or construction liens to be filed against the title to the Property, nor against any alteration by reason of work, labor, services or materials supplied to the Lessee or anyone having a right to possession of the Property. Nothing in this Agreement shall be construed as constituting the consent or request of the City, expressed or implied, by inference or otherwise, to any contractor, subcontractor, laborer or material man for the performance of any labor or the furnishing of any materials for any specific alteration, or repair of or to the Property nor as giving the Lessee the right, power or authority to contract for or permit the rendering of any services or the furnishing of any materials that would give rise to the filing of any construction liens against the Property. 17 If any construction lien shall at any time be filed against the Property, the Lessee shall cause it to be discharged of record within fifteen (15) days after the date the Lessee acquires knowledge of its filing. If the Lessee shall fail to discharge a construction lien within that period, then in addition to any other right or remedy available to the City, the City may, but shall not be obligated to, discharge the lien either by paying the amount claimed to be due or by procuring the discharge of the lien by deposit in court of bonding or other acceptable form of security in lieu thereof. Additionally, the City may compel the prosecution of an action for the foreclosure of the construction lien by the lienor and pay the amount of the judgment, if any, in favor of the lienor (with interest, costs and allowances), with the understanding that all amounts paid by the City shall constitute additional payments due and payable under this Agreement and shall be repaid to the City by the Lessee immediately upon rendition of any invoice or bill by the City. The Lessee shall not be required to pay or discharge any statutory, laborers, supplies, material persons or construction lien so long as (i) the Lessee shall in good faith proceed to contest the lien by appropriate proceedings, (ii) the Lessee shall have given notice in writing to the City of its intention to contest the validity of the lien, and (iii) the Lessee shall furnish and keep in effect a surety bond of a responsible and substantial surety company reasonably acceptable to the City or other security reasonably satisfactory to the City in an amount sufficient to pay one hundred ten (110%) percent of the amount of the contested lien claim with all interest on it and costs and expenses, including reasonable attorneys' fees, to be incurred in connection therewith. Lessee further agrees to hold City harmless from, and to indemnify the City against, any and all claims, demands and expenses, including reasonable attorney's fees, by reason of any claims of any contractor, subcontractor, materialman, laborer or any other third person with whom Lessee has contracted or otherwise is found liable for, in respect to the Property. 17. City Access to Facility. City and its authorized representative(s) shall have at all times access to the Property. City will maintain a complete set of keys to the Property. Lessee, at its sole cost and expense, may duplicate or change key locks to the Property but not until first receiving written approval from the Director for such work. In the event Lessee changes key locks as approved by the 18 Director, Lessee, at its sole cost and expense, must also provide to City a copy or copies of said keys, if more than one copy is required. The City shall have access to and entry into the Property at any time to (a) inspect the Property, (b) to perform any obligations of Lessee hereunder which Lessee has failed to perform after written notice thereof to Lessee, Lessee not having cured such matter within ten (10) days of such notice, (c) to assure Lessee's compliance with the terms and provisions of this Agreement and all applicable laws, ordinances, rules and regulations, (d) to show the Property, inclusive of the Property, to prospective purchasers or tenants, and (e) for other purposes as may be deemed necessary by the City Manager in the furtherance of the City's corporate purpose, provided, however, that City shall make a diligent effort to provide at least twenty-four (24) hours advance notice and Lessee shall have the right to have one or more of its representatives or employees present during the time of any such entry. The City shall not be liable for any loss, cost or damage to the Lessee by reason of the exercise by the City of the right of entry described herein for the purposes listed above. The making of periodic inspection or the failure to do so shall not operate to impose upon City any liability of any kind whatsoever nor relieve the Lessee of any responsibility, obligations or liability assumed under this Agreement. 18. Indemnification and Hold Harmless. Lessee shall indemnify, defend and hold harmless the City and its officials, employees and agents (collectively referred to as "Indemnitees") and each of them from and against all loss, costs, penalties, fines, damages, claims, fees, and expenses (including attorney's fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from, or in connection with (i) the performance or non-performance of the services contemplated by this Agreement which is or is alleged to be directly or indirectly caused, in whole or in part, by any act, omission, default or negligence (whether active or passive) of Lessee or its employees, agents or subcontractors (collectively referred to as "Lessee"), regardless of whether it is, or is alleged to be, caused in whole or part (whether joint, concurrent or contributing) by any act, omission, default or negligence (whether active or passive) of the Indemnitees, or any of them (but not 19 their gross negligence or willful misconduct) or (ii) the failure of the Lessee to comply with any of the paragraphs herein or the failure of the Lessee to conform to statutes, ordinances, or other regulations or requirements of any governmental authority, federal or state, in connection with the performance of this Agreement. Lessee expressly agrees to indemnify and hold harmless the Indemnitees, or any of them, from and against all liabilities which may be asserted by an employee or former employee of Lessee, or any of its subcontractors, as provided above, for which the Lessee's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. Lessee further acknowledges that, as lawful consideration for being granted the right to utilize and occupy the Property, Lessee, on behalf of itself, its agents, invitees and employees, does hereby release from any legal liability the City, its officers, agents and employees, from any and all claims for injury, death or property damage resulting from Lessee's use of the Property. Lessee shall similarly require all contractors, subcontractors, materialmen, laborers or any other third person with whom Lessee has contracted in respect to the Property to indemnify, defend, and hold harmless the City for any Liabilities arising in relation to such third party's contract, access, or use of the Property. 19. Insurance. Lessee, at its sole cost, shall obtain and maintain in full force and effect at all times throughout the period of this Agreement, the insurance as set forth in Composite Exhibit "E" attached hereto and made a part hereof. Lessee shall require all contractors, subcontractors, materialmen, laborers or any other third person with whom Lessee has contracted in respect to the Property to provide certificates of insurance as may be requested by the City of Miami Risk Management Department. 20. No Liability. In no event shall the City be liable or responsible for injury, loss or damage to the property, improvements, fixtures and/or equipment belonging to or rented by Lessee, its officers, agents, employees, invitees or patrons occurring in or about the Property that may be stolen, 20 destroyed, or in any way damaged, including, without limitation, fire, flood, steam, electricity, internet, gas, water, rain, vandalism or theft which may leak or flow from or into any part of the Property, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the Property, or from hurricane or any Act of God or any act of negligence of any user of the facilities or occupants of the Property or any person whomsoever whether such damage or injury results from conditions arising upon the Property or upon other portions of the Property or from other sources. Lessee indemnifies the City, its officers, agents and employees from and against any and all such claims even if the claims, costs, liabilities, suits, actions, damages or causes of action arise from the negligence or alleged negligence of the City, including any of its employees, agents, or officials. Lessee further acknowledges that as lawful consideration for being granted the right to utilize and occupy the Property, Lessee, on behalf of himself, his agents, invitees and employees, does hereby release from any legal liability the City, its officers, agents and employees, from any and all claims for injury, death or property damage resulting from Lessee's use of the Property. 21. Safety. Lessee will allow City inspectors, agents or representatives the ability to monitor its compliance with safety precautions as required by federal, state or local laws, rules, regulations and ordinances. By performing these inspections, the City, its agents, or representatives are not assuming any liability by virtue of these laws, rules, regulations and ordinances. Lessee shall have no recourse against the City, its agents, or representatives from the occurrence, non-occurrence or result of such inspection(s). Upon issuance of a notice to proceed, the Lessee shall contact the Risk Management Department at (305) 416-1700 to schedule the inspection(s) and shall also notify the Department of Real Estate and Asset Management at 305-416-1450 of such inspection(s). 22. Taxes, Other Payments, and Fees. Lessee shall pay before any fine, penalty, interest or costs is added for nonpayment, any and all, as and if applicable to a not -for -profit lessee, State of Florida Use Taxes and any and all 21 other taxes, impositions, assessments, or fees payable by a lessee to another governmental entity or agency thereof and all charges, fees, taxes, impositions, or assessments levied against the Property, if any, its proportionate share of use of the Property and/or against personal property of any kind, owned by or placed in, upon or about the Property by Lessee, including, but not limited to, ad valorem taxes, fire fees, special assessments, and parking surcharges (collectively, "Other Payments"). In the event Lessee appeals an Other Payment, Lessee shall immediately notify the City of its intention to appeal said Other Payment and shall furnish and keep in effect a surety bond of a responsible and substantial surety company reasonably acceptable to the City Manager, or his designee, or other security reasonably satisfactory to the City Manager or his/her designee, in an amount sufficient to pay one hundred percent (100%) of the contested Other Payment with all interest thereon, costs and expenses, including reasonable attorneys' fees to be incurred in connection with it. 23. Federal Tax Matters and State Constitutional Law Matters Relating To Tax -Exempt and Taxable Bond Financing The Lessee acknowledges that it is advised by the City that the Property of the City used under this Agreement has not as of this date been improved by funds from any tax-exempt bonds, as verified in Exhibit F attached and incorporated. The City and the Lessee both understand and agree that in the future an opinion of the City's Bond Counsel would be required to determine whether any improvements to the Property could be financed with tax-exempt or taxable bonds issued for the benefit of the City. It is the intent of the City and the Lessee for the Property to be used as an educational, cultural, historic site, and community visitors' center and for Lessee's uses of the Property for historical, educational, visitors, and cultural public community purposes serve paramount public purposes under the laws of the State of Florida. 24. Termination by City Manager for Cause. If, at the sole and complete discretion of the City Manager, Lessee in any manner violates the restrictions and conditions of this Agreement, then, and in the event, after ten (10) days 22 written notice given to Lessee by the City Manager within which to cease such violation or correct such deficiencies, and upon failure of Lessee to do so after such written notice within said ten (10) day period, this Agreement shall be automatically terminated without the need for further action by the City. Notwithstanding the foregoing, in the event that any such violation cannot with the exercise of reasonable diligence, be cured within such 10-day period, then Lessee shall have such reasonable period of time as is necessary to cure the same. 25. Notices. All notices or other communications which may be given pursuant to this Agreement shall be in writing and shall be deemed properly served if delivered by personal service or by certified mail addressed to City and Lessee at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served or if by certified mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier: CITY OF MIAMI City of Miami Office of the City Manager 3500 Pan American Drive, Miami, FL 33133 WITH COPIES TO: City of Miami Office of the City Attorney 444 SW 2nd Avenue, 9th Floor Miami, Florida 33130 LESSEE Executive Director Dade Heritage Trust, Inc. 190 SE 12th Terrace Miami, Florida 33132 Director City of Miami Department of Real Estate and Asset Management 444 SW 2 Avenue, 3rd Floor Miami, FL 33130 23 26. Advertising. Lessee shall not permit any signs or advertising matter to be placed either in the interior or upon the exterior of the Property without having first obtained the written approval of the Director or his/her designee, which approval may be withheld for any or no reason, at his/her sole discretion. Lessee shall, at its sole cost and expense, install, provide, maintain such sign, decoration, advertising matter or other things as may be permitted hereunder in good condition and repair at all times. Lessee must further obtain approval from all governmental authorities having jurisdiction and must comply with all applicable requirements set forth in the City of Miami Code and Zoning Ordinance. Upon the cancellation of this Agreement, Lessee shall, at its sole cost and expense, remove any sign, decoration, advertising matter or other thing permitted hereunder from the Property. If any part of the Property is in any way damaged by the removal of such items, said damage shall be repaired by Lessee at its sole cost and expense. Should Lessee fail to repair any damage caused to the Property within ten (10) days after receipt of written notice from City directing the required repairs, City shall cause the Property to be repaired at the sole cost and expense of Lessee. Lessee shall pay City the full cost of such repairs within five (5) days of receipt of an invoice indicating the cost of such required repairs. Lessee hereby understands and agrees that the City may, at its sole discretion, erect or place upon the Property an appropriate sign indicating City's having issued this Agreement. 27. Hazardous Materials. The Lessee shall, at its sole cost and expense, at all times and in all respects comply with all federal, state and local laws, statutes, ordinances and regulations, rules, rulings, policies, orders and administrative actions and orders relating to hazardous materials ("Hazardous Materials Laws"), including, without limitation, any Hazardous Materials Laws relating to industrial hygiene, environmental protection or the use, storage, disposal or transportation of any flammable explosives, toxic substances or other hazardous, contaminated or polluting materials, substances or wastes, including, without limitation, any "Hazardous Substances", "Hazardous Wastes", "Hazardous Materials" or "Toxic Substances" (collectively "Hazardous Materials"), under any such laws, ordinances or regulations. The Lessee shall, at its sole cost and 24 expense, procure, maintain in effect and comply with all conditions of any and all permits, licenses and other governmental and regulatory approvals relating to the presence of Hazardous Materials within, on, under or about the Property or required for the Lessee's use of any Hazardous Materials in or about the Property in conformity with all applicable Hazardous Materials Laws and prudent industry practices regarding management of such Hazardous Materials. Upon cancellation or revocation of this Permit, the Lessee shall, at its sole cost and expense, cause all Hazardous Materials, including their storage devices, placed in or about the Property by the Lessee or at the Lessee's direction, to be removed from the Property and transported for use, storage or disposal in accordance and compliance with all applicable Hazardous Materials Laws. The Lessee may operate according to the custom of the industry so long as the use or presence of Hazardous Materials is strictly and properly monitored according to, and in compliance with, all applicable governmental requirements. The requirements of this paragraph of the Lessee shall survive the cancellation or revocation of this Lease. In no event shall Lessee be responsible or have any liability for any Hazardous Materials that are not released or stored on the Property by Lessee or its agents or employees except to the extent any liabilities arising from Hazardous Materials are exacerbated by Lessee's action or inaction. The City represents that: To the best of its knowledge there are no environmental violations, whether under federal, state, or local laws, existing on the Property; To the best of its knowledge there are no Hazardous Materials presently existing on the Property. 28. Radon Gas. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. Lessee may, have an appropriately licensed person test the Property for 25 radon. If the radon level exceeds acceptable EPA standards, the City may choose to reduce the radon level to an acceptable EPA level, failing which either party may cancel this Lease. 29. Licenses, Authorizations and Permits. Lessee shall obtain, or cause to be obtained, and maintain in full force and effect throughout the period of this Agreement, at its sole expense, all licenses, authorizations and permits that are necessary for Lessee to conduct its commercial activities. Lessee shall be responsible for paying the cost of said applications and obtaining said licenses, authorizations and permits. 30. Compliance with all Applicable Laws. Lessee accepts this Agreement and hereby acknowledges that Lessee's strict compliance with all applicable federal, state and local laws, ordinances and regulations is a condition of this Agreement, and Lessee shall comply therewith as the same presently exist and as they may be amended hereafter. This Agreement shall be construed and enforced according to the laws of the State of Florida. 31. Ownership of Improvements. As of the Effective Date and throughout the term of this Agreement, all buildings and improvements thereon shall be vested in City. Furthermore, title to all alterations made in or to the Property, whether or not by or at the expense of Lessee, shall, unless otherwise provided by written agreement, immediately upon their completion become the property of the City and shall remain and be surrendered with the Property. 32. Surrender of Property. In either event of cancellation pursuant to Paragraph 24, or at the expiration of the time limited by the notice, Lessee shall peacefully surrender the Property broom cleaned and in good condition and repair together with all alterations, fixtures, installation, additions and 26 improvements which may have been made in or attached on or to the Property. Upon surrender, Lessee shall promptly remove all its personal property, trade fixtures and equipment and Lessee shall repair any damage to the Property caused thereby. Should Lessee fail to repair any damage caused to the Property within ten (10) days after receipt of written notice from City directing the required repairs, City shall cause the Property to be repaired at the sole cost and expense of Lessee. Lessee shall pay City the full cost of such repairs within ten (10) days of receipt of an invoice indicating the cost of such required repairs. At City's option, City may require Lessee to restore the Property so that the Property shall be as it was on the Effective Date. In the event Lessee fails to remove its personal property, equipment and fixtures from the Property within the time limit set by the notice, said property shall be deemed abandoned and thereupon shall become the sole personal property of the City. The City, at its sole discretion and without liability, may remove and/or dispose of same as City sees fit, all at Lessee's sole cost and expense. 33. Severability. It is the express intent of the parties that this Agreement constitutes a Lease -and fulfills paramount public purposes as an educational, cultural, historic site, and visitors center. To further this intent, the parties agree as follows: (i) if any provision of this Agreement, or the application thereof to any circumstance, suggest that an agreement other than a Lease, has been created, then such provision shall be interpreted in the light most favorable to the creation of a Lease, and (ii) if any provision of this Agreement, or the application thereof to any circumstance, is determined by a court of competent jurisdiction to have created an agreement other than a Lease, then such provision shall be stricken and, to the fullest extent possible, the remaining provisions of this Agreement shall not be affected thereby and shall continue to operate and remain in full force and effect. With regard to those provisions which do not affect the parties intent for this Agreement, should any provision, section, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provision, section, 27 paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. 34. Invalidity. In the event that any non -material provision of this Agreement shall be held to be invalid for any reason, such invalidity shall not affect the remaining portions of this Agreement and the same shall remain in full force and effect. 35. No Assignment or Transfer. Lessee cannot assign or transfer its privilege of occupancy and use granted unto it by this Agreement. Any assignment, sale or disposition of this Agreement or any interest therein by Lessee is not allowed by the Voter Referendum Approval and shall result in the immediate and automatic termination of this Agreement without notice by the City Manager. 36. Public Records. Lessee understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City contracts, subject to the provisions, limitations and exemptions of Chapter 119, Florida Statutes, and agrees to allow access as applicable by the City and the public to all documents subject to disclosure under applicable law. Lessee's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this IRS Safe Harbor Lease by the City. IF LESSEE AS THE CONTRACTING PARTY UNDER THIS LEASE 28 AGREEMENT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO LESSEE'S DUTY AS THE CONTRACTOR TO PROVIDE PUBLIC RECORDS RELATING TO THIS LEASE AGREEMENT AS A PUBLIC CONTRACT, PLEASE CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT TELEPHONE NUMBER 305-416-1800, EMAIL: PublicRecords@miamigov.com, AND MAILING ADDRESS: PUBLIC RECORDS C/O OFFICE OF THE CITY ATTORNEY, 9TH FLOOR, MIAMI RIVERSIDE CENTER, 444 S.W. 2ND AVENUE, MIAMI, FLORIDA 33130. LESSEE MAY ALSO CONTACT THE CITY DEPARTMENT AND ADMINISTRATOR ADMINISTERING THIS LEASE AGREEMENT AT TELEPHONE NUMBER 305.416.1429, AND MAILING ADDRESS: THE CITY OF MIAMI, DEPARTMENT OF REAL ESTATE AND ASSET MANAGEMENT C/O DIRECTOR, 3RD FLOOR, MIAMI RIVERSIDE CENTER, 444 S.W. 2ND AVENUE, MIAMI, FLORIDA 33130. Pursuant to the provision of § 119.0701, Florida Statutes, Lessee must comply with Florida public record laws, specifically the Lessee must: (a) Keep and maintain public records required by the public agency in order to undertake its activities and perform the services of the Permitted Uses at the Property. (b) Upon request from the City's custodian of public records, provide the City as the public agency 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 Chapter119.0701, Florida Statutes, or as otherwise provided by law. 29 (c) 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 contract term of this Lease Agreement and all renewals hereof, and following the completion of this Lease Agreement as a public contract if Lessee as the contractor does not transfer the records to the City as the public agency. (d) Upon completion of this Lease Agreement as a public contact, transfer, at no cost, to the public agency all public records in possession of Lessee as the contractor or keep and maintain public records required by the City as the public agency to undertake is activities and perform the services of the Permitted Uses hereunder. If Lessee as the contractor transfers all public records to the City as the public agency upon completion of this Lease Agreement and all renewals hereof as the public contract, Lessee as the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Lessee as the contractor keeps and maintains public records upon completion of this Lease Agreement and all renewals hereof as the public contract, Lessee as the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City as the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the City as the public agency. 37. Conflict of Interest. Lessee is aware of the conflict of interest laws of the City of Miami (Miami City Code Chapter 2, Article V), Dade County, Florida (Dade County Code, Section 2-11.1 et. seq.) and of the State of Florida as set forth in the Florida Statutes, and agrees that it will fully comply in all 30 respects with the terms of said laws and any future amendments thereto. Lessee covenants that no person or entity under its employ, presently exercising any functions or responsibilities in connection with this Agreement, has any personal financial interests, direct or indirect, with the City. Lessee further covenants that, in the performance of this Agreement, no person or entity having such conflicting interest shall be utilized in respect to services provided hereunder. Any such conflict of interest(s) on the part of Lessee, its employees or associated persons, or entities must be disclosed in writing to the City. 38. Americans with Disability Act. Lessee shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines and standards. Additionally, Lessee shall take affirmative steps to ensure nondiscrimination in employment of disabled persons. 39. Nondiscrimination. In the performance of this Agreement or any extension thereof, Lessee and/or its authorized agents shall not discriminate in connection with its occupancy and use of the Property and improvements thereon, or against any employee or applicant for employment because of race, ancestry, national origin, color, sex, religion, age, disability, familial status, marital status, or sexual orientation. Lessee and/or its authorized agents will insure that its employees are fairly treated during employment without regard to their race, national origin, ancestry, color, sex, religion, age, disability, familial status, marital status, or sexual orientation. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay, or other forms of compensation. 31 40. Affirmative Action. Lessee shall have in place an Affirmative Action/Equal Employment Opportunity Policy and shall institute a plan for its achievement which will require that action be taken to provide equal opportunity in hiring and promoting for women, minorities, the disabled and veterans. Such plan will include a set of positive measures which will be taken to insure nondiscrimination in the work place as it relates to hiring, firing, training and promotion. In lieu of such a policy/plan, Lessee shall submit a Statement of Assurance indicating that their operation is in compliance with all relevant Civil Rights laws and regulations. 41. Minority/Women Business Utilization. Lessee shall make every good faith effort to purchase/contract fifty-one percent (51%) of its annual goods and services requirements from Hispanic, Black and Women businesses/professionals registered/certified with the City Office of Minority/Women Business Affairs. Such lists will be made available to the Lessee at the time of the issuance of the Agreement by the City and updates will be routinely provided by the City's Office of Minority/Women Business Affairs. 42. Amendments and Modifications. No amendments or modifications to this Agreement shall be binding on either party unless in writing, approved as to form and correctness by the City Attorney, and signed by both parties. The City Manager is authorized to amend or modify this Agreement as needed on behalf of the City so long as such amendment complies with the Voter Referendum Approval and the City Commission's related resolutions attached in Composite Exhibit B. The Lessee's President, or officer acting in the President's capacity, pursuant to Lessee's By -Laws is authorized to amend of modify this Agreement as needed on behalf of the Lessee. 32 43. Attorney(s') Fees, Costs and Expenses. In the event it becomes necessary for either party to institute legal proceedings to enforce the provisions of this Agreement, each party shall bear its own attorneys' fees, costs, and expenses through all trial and appellate levels. 44. Litigation. Any dispute herein shall be resolved in the courts of Miami -Dade County, Florida. The parties shall attempt to mediate any dispute without litigation. However, this is not intended to establish mediation as a condition precedent before pursuing specific performance, equitable or injunctive relief. 45. Waiver of Jury Trial. The parties hereby knowingly, irrevocable, voluntarily and intentionally waive any right either may have to a trial by jury in respect of any action, proceeding or counterclaim based on this Agreement, or arising out of, under or in connection with this Agreement or any amendment or modification of this Agreement, or any other agreement executed by and between the parties in connection with this Agreement, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party hereto. This waiver of jury trial provision is a material inducement for the City and Lessee entering into the subject transaction. 46. Waiver. Any and all requests for a waiver or waivers hereunder must be in writing signed by the submitting party and acknowledged by the other party. Any waiver by either party or any breach by either party of any one or more of the covenants, conditions or provisions of this Agreement shall not be construed to be a waiver of any subsequent or other breach of the same or any covenant, condition or provision of this Agreement, nor shall any failure on the part of the City to require or exact full and complete compliance by Lessee with any of the covenants, conditions or provisions of this Agreement be construed as in any manner changing the terms hereof to 33 prevent the City from enforcing in full the provisions hereto, nor shall the terms of this Agreement be changed or altered in any manner whatsoever other than by written agreement of the City and Lessee by their respective authorized representatives as set forth above in Section 42. 47. Time of Essence. It is expressly agreed by the parties hereto that time is of the essence with respect to this Agreement. If the final day of any period falls on a weekend or legal holiday, then the final day of said period or the date of performance shall be extended to the next business day thereafter. 48. No Interpretation Against Draftsmen. The parties agree that no provision of this Agreement shall be construed against any particular party and each party shall be deemed to have drafted this Agreement. 49. Further Acts. In addition to the acts and deeds recited herein and contemplated to be performed, executed and/or delivered by the parties, the parties each agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered any and all such further acts, deeds and assurances as may be necessary to consummate the transactions contemplated hereby. 50. No Third Party Beneficiary. This Agreement is solely for the benefit of the parties hereto and no third party shall be entitled to claim or enforce any rights hereunder. 51. No Partnership. Nothing contained herein shall make, or be construed to make any party a principal, agent, partner or joint venturer of the other. 34 52. Headings. Title and paragraph headings are for convenient reference and are not a part of this Agreement. 53. Authority. Each of the parties hereto acknowledges it is duly authorized to enter into this Agreement and that the signatories below are duly authorized to execute this Agreement in their respective behalf. 54. Entire Agreement. This instrument and its attachments constitute the sole and only agreement of the parties hereto and correctly sets forth the rights, duties and obligations of each to the other as of its date. Any prior agreements, promises, negotiations or representations not expressly set forth in this Agreement are of no force or effect. 55. Special Provisions. A. The Lessee agrees to perform any fundraising and grant writing activities in order to raise sufficient funding to undertake and complete the renovations necessary in the future to maintain the subject historic Property in good working order and repair. B. Lessee shall create a special Reserve/Maintenance Fund to set -aside Five Thousand Dollars ($5,000) to ensure that the interior and exterior building on the Property is painted every five (5) years. The Lessee shall issue an annual report to the City Manager and the Director as to the status and the amounts of this fund. The first such report shall be submitted on or before 12/31/19 to the City addresses listed in Paragraph 24. C. Consistent with Paragraph 13 C herein, Lessee shall obtain a Preventive Maintenance Report and present such report to the City Manager and the Director prior to the annual anniversary date of the Agreement, along with a plan of action as to how Lessee intends to perform any identified repairs on the Property. IN WITNESS WHEREOF, the parties hereto have executed this Agreement of the day and year first above written. ATTEST: Todd B. Ha City Clerk APPROVED AS TO INSURANCE APPROVED AS ::1M QUREENTS: CORRECT : By Ann-Marie arpe,1 Director Departmen of Risk Management rney CITY OF MIAMI, a municipal corporation of the State of Florida By: Arthur No Aega V City Manager ATTEST: WITNESSES: By: Cbc144-e (n" _' By: Print Name Signature C(A.vid5A-4e 4tVf Signature (t V-ec k�[�l�i�SCri Print Name LESSEE: By:L21-240-- Signature Girt fft,lt Print Name PV-e-S ke-Y4 Title Authorized Officer Date 1 Zd'IZ't- CORPORATE SEAL COMPOSITE EXHIBIT A: EXHIBIT Al PROPERTY LEGAL DESCRIPTION Lot A, Block 3 Amended Plat of Hibiscus Place, according to the Plat thereof, as located in Plat Book 3, Page 110 of the Public Records of Dade County Florida. 37 COMPOSITE EXHIBIT A: EXHIBIT A2 LOCATION OF PROPERTY 38 COMPOSITE EXHIBIT B City Commission Resolution No. R-16-0348, adopted July 29, 2016, and City Commission Resolution No. R-16-0618, adopted December 8, 2016 39 City of Miami Legislation Resolution: R-16-0348 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 16-01008 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), APPROVING, SETTING FORTH AND SUBMITTING TO THE ELECTORATE A PROPOSED CHARTER AMENDMENT, AMENDING THE CHARTER OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CHARTER"), KNOWN AS CHARTER AMENDMENT NO. 1; AMENDING SECTION 29-B OF THE CHARTER, ENTITLED "CITY -OWNED PROPERTY SALE OR LEASE -GENERALLY", TO AUTHORIZE THE CITY COMMISSION BY A FOUR -FIFTHS (4/5THS) AFFIRMATIVE VOTE, TO WAIVE COMPETITIVE BIDDING AND EXECUTE A LEASE WITH DADE HERITAGE TRUST, INC. FOR THE CITY -OWNED BUILDING LOCATED AT 190 SOUTHEAST 12TH TERRACE, FOR A TERM OF THIRTY (30) YEARS, WITH TWO THIRTY (30) YEAR RENEWALS, FOR MINIMUM ANNUAL RENT OF $600.00 WITH CONSUMER PRICE INDEX ADJUSTMENTS, WITH RESTRICTIONS, REVERSIONS, AND RETENTION BY THE CITY OF ALL OTHER RIGHTS; CALLING FOR A SPECIAL ELECTION AND PROVIDING THAT CHARTER AMENDMENT NO. 1 WILL BE SUBMITTED TO THE ELECTORATE AT THE SPECIAL ELECTION TO BE HELD ON NOVEMBER 8, 2016; DESIGNATING AND APPOINTING THE CITY CLERK AS THE OFFICIAL REPRESENTATIVE OF THE CITY COMMISSION WITH RESPECT TO THE USE OF VOTER REGISTRATION BOOKS AND RECORDS; FURTHER DIRECTING THE CITY CLERK TO CAUSE A CERTIFIED COPY OF THE HEREIN RESOLUTION TO BE DELIVERED TO THE SUPERVISOR OF ELECTIONS OF MIAMI-DADE COUNTY, FLORIDA, NOT LESS THAN 45 DAYS PRIOR TO THE DATE OF SUCH SPECIAL ELECTION; PROVIDING AN IMMEDIATE EFFECTIVE DATE FOR THIS RESOLUTION. Final Action Date: 7/29/2016 WHEREAS, in 1972, the Dade Heritage Trust, Inc. ("DHT"), a not -for -profit corporation authorized by the State of Florida and under Section 501(c)(3) of United States Internal Revenue Code and nationally recognized by the National Trust for Historic Preservation, began its first preservation effort in Miami -Dade County with the City of Miami ("City") to acquire, restore and preserve the original 1905 Office of Dr. James Jackson ("Dr. Jackson's Office") now located at 190 Southeast 12th Terrace, which is part of the City's Parks and Recreation Department facilities; and WHEREAS, in order to assist the City with the continued restoration and preservation of the building and improvements (collectively, "Building") at Dr. Jackson's Office and in order to continue to provide the community with educational, cultural, visitor, historic preservation, and other appropriate recreational services, the City and DHT desire to enter into a thirty (30) year lease of the Building, with two (2) thirty (30) year renewals, with a minimum annual rent of $600.00, with Consumer Price Index adjustments and with certain restrictions and reversions on uses of the Building by DHT, and retention by the City of all other rights related to the Building, the land, and otherwise; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted City of Miami Page 1 of 7 File Id: 16-01008 (Version: 3) Printed On: 8/16/2021 File Number: 16-01008 Enactment,Vumiber: R-16-03-18 by reference and incorporated as if fully set forth in this Section. Section 2. In accordance with the provisions of Section 29-B of the Charter of the City of Miami, as amended ("Charter"), and §6.03 of the Miami -Dade County Home Rule Charter, a Special Election is being called and directed to be held in the City of Miami, Florida, from 7:00 A.M. until 7:00 P.M., on Tuesday, November 8, 2016, including for the purpose of submitting to the qualified electors of the City for their approval or disapproval the proposed lease measure for the Building known as Charter Amendment No. 1. Section 3. Section 29-B of the Charter is proposed to be amended in the following particulars: (1) "CHARTER AND CODE OF THE CITY OF MIAMI, FLORIDA SUBPART A. THE CHARTER Sec. 29-B. City -owned property sale or lease -Generally. Notwithstanding any provision to the contrary contained in this Charter or the City Code, and except as provided below, the city commission is prohibited from favorably considering any sale or lease of property owned by the city unless there is a return to the city of fair market value under such proposed sale or lease. The city commission is also prohibited from favorably considering any sale or lease of city -owned property unless (a) there shall have been, prior to the date of the city commission's consideration of such sale or lease, an advertisement soliciting proposals for said sale or lease published in a daily newspaper of general paid circulation in the city, allowing not less than ninety (90) days for the city's receipt of proposals from prospective purchasers or lessees, said advertisement to be no less than one-fourth (') page and the headline in the advertisement to be in a type no smaller than 18-point and, (b) except as provided below, there shall have been at least three (3) written proposals received from prospective purchasers or lessees; however, if there are Tess than three (3) such proposals received and if the guaranteed return under the proposal whose acceptance is being considered is equal to fair market value the city commission determines that the contemplated sale or lease will be in the city's best interest then, subject to the approval of a majority of the votes cast by the electorate at a referendum, the sale or lease may be consummated. In the case of city -owned property which is not waterfront, when the value of such property to be sold or leased (individual leaseholds within a single city -owned property shall not be considered as a single parcel of property for such valuation purposes) is five hundred thousand dollars ($500,000) or less, based on an appraisal performed by a state -certified appraiser, the city commission, by a 4/5ths affirmative vote, may sell or lease said city -owned property after compliance with the advertisement requirements set forth above but without the necessity of a referendum. The above provisions and any other city requirements for competitive bidding shall not apply when: (a) conveying property to implement housing programs or projects which are intended to benefit persons or households with low and/or moderate income, the criteria of which to be provided for by federal and/or state law or by the city commission; City of Miami Page 2 of 7 File Id: 16-01008 (Version: 3) Printed On: 8/16/2021 File Number: 16-01008 Enactment Number: R-16-0348 (b) conveying property to implement projects authorized under the Florida Community Redevelopment Act of 1969, as amended; (c) conveying property to implement projects of any governmental agency or instrumentality; (d) disposing of property acquired as a result of foreclosure; (e) disposing of property acquired in connection with delinquent taxes which properties were conveyed to the city by the Miami -Dade board of county commissioners under the provisions of Section 197.592 Florida Statutes, as amended; and (f) disposing of non -waterfront property to the owner of an adjacent property when the subject property is 7,500 square feet or less or the subject non -waterfront property is non -buildable. Notwithstanding anything herein to the contrary, the city commission, by a 4/5ths affirmative vote, may: (a) grant a lessee of city -owned property a one-time extension during the last five years of its lease, without the necessity of a referendum, for the purpose of funding additional capital improvements. The extended term shall not exceed twenty-five percent of the original term or ten years, whichever is less. The granting of such an extension is subject to the lessee paying fair market rent as determined by the city at the time of such extension and not being in default of its lease with the city nor in arrearage of any monies due the city; and (b) amend the Lease Agreement between the City of Miami and Biscayne Bay Restaurant Corp., d/b/a Rusty Pelican, dated February13, 1`9 t0 the option0, as amended, treo extend the lease for an additional term of fifteen (15) years, for two (2) additional five (5) year periods, (ii) increase the amount of the minimum guarantee to the City to at least $360,000 per lease year effective upon execution of the lease amendment, and (iii) require Rusty Pelican to complete capital improvements to the property, including a public baywalk, in the amount of not less than $3 Million, within twenty-four (24) months of the effective date of the lease amendment. and (c) waive competitive bidding and execute a lease with Dade Heritage Trust, Inc. for the City -owned building located at 190 Southeast 12th Terrace, for a term of thirty (30) years, with two (2) thirty (30) year renewals, for minimum annual rent of $600.00 with Consumer Price Index adjustments, with restrictions, reversions, and retention by the City of all other rights. Notwithstanding anything in this Charter to the contrary, the City may enter into leases or management agreements, for any City -owned submerged lands, with entities having a possessory or ownership interest in the abutting riparian uplands for building marinas, docks or like facilities, using methods adopted by ordinance on the condition that such leases or management agreements result in a return to the City of at least fair market value." City of Miami Page 3 of 7 File Id: 16-01008 (Version: 3) Printed On: 8/16/2021 File Number: 16-01008 Enactment :Number: R-16-03-18 The Charter Amendment proposed in this Section shall be known as Charter Amendment No. 1 Section 4. The Special Election shall be held at the voting places in the precincts designated, all as shown on the list attached hereto and made a part hereof and referred to as Exhibit No. 1 or as may be designated by the Supervisor of Elections of Miami -Dade County, Florida, in conformity with the provisions of the general laws of the State of Florida ("State"). The Precinct Election Clerks and Inspectors to serve at said polling places on said Special Election date shall be those designated by the Supervisor of Elections of Miami -Dade County, Florida, for such purpose in accordance with the general laws of the State. A description of the registration books and records which pertain to Special Election precincts wholly or partly within the City and which the City is adopting and desires to use for holding such Special Election is all registration cards, books, records and certificates pertaining to electors of the City and established and maintained as official by the Supervisor of Elections of Miami -Dade County, Florida, in conformity with the provisions of the general laws of the State, are hereby adopted and declared to be, and shall hereafter be recognized and accepted as, official registration cards, books, records and certificates of the City. Section 5. In compliance with Section 100.342, Florida Statutes (2016), regarding any Special Election not otherwise provided for there shall be at least thirty (30) days' notice of the Special Election by publication in a newspaper of general circulation in the City. The City Clerk is authorized and directed to publish notice of the adoption of this Resolution and of the provisions hereof, at least twice, once in the fifth week and once in the third week prior to the week in which the aforesaid Special Election is to be held, in newspaper(s) of general circulation in the City which notice shall be substantially in the following form: "NOTICE OF SPECIAL ELECTION TO AMEND THE MIAMI CITY CHARTER TO BE HELD ON TUESDAY, NOVEMBER 8, 2016 IN THE CITY OF MIAMI, FLORIDA PURSUANT TO RESOLUTION NO. R-16-0348 A Special Election will be held on Tuesday, November 8, 2016 from 7:00 A.M. until 7:00 P.M. in the City of Miami, Florida, at the polling places in the several Special Election precincts designated by the Board of County Commissioners of Miami -Dade County, Florida, as set forth herein, unless otherwise provided by law, and submitting to the qualified electors of the City of Miami, Florida, the following question: "Shall the Miami Charter be changed to authorize the City Commission by a four -fifths (4/5ths) affirmative vote, to waive competitive bidding and execute a lease with Dade Heritage Trust, Inc. for the City -owned building located at 190 Southeast 12th Terrace, for a term of 30 years, with two 30 year renewals, for minimum annual rent of $600.00, with Consumer Price Index adjustments, with restrictions, reversions, and retention by the City of all other rights?" Charter Amendment No. 1 will amend Section 29-B of the Miami Charter to authorize the City Commission by a four -fifths (4/5ths) affirmative vote, to waive competitive bidding and execute a lease with Dade Heritage Trust, Inc. for the City -owned building located at 190 Southeast 12th Terrace, Miami, Florida, for a term of thirty (30) years, City of Miami Page 4 of 7 File Id: 16-01008 (Version: 3) Printed On: 8/16/20 1 File Number: 16-01008 Enactment Number: R-16-0348 with two (2) thirty (30) year renewals, for minimum annual rent of $600.00, with Consumer Price Index adjustments, with restrictions, reversions, and retention by the City of all other rights?" By order of the Commission of the City of Miami, Florida. City Clerk A list of City of Miami polling places follows: (Insert list of City of Miami Polling Places.) YES (For the Measure) NO (Against the Measure) Section 6. The official ballot to be used at said Special Election shall be in full compliance with the laws of the State with respect to absentee ballots and to the use of the mechanical voting machines or the Computer Election System, and shall be in substantially the following form, to wit: "OFFICIAL BALLOT" SPECIAL ELECTION TUESDAY, NOVEMBER 8, 2016 FOR APPROVAL OR DISAPPROVAL OF THE FOLLOWING QUESTION: Charter Amendment to Allow Leasing of City -owned Dr. Jackson's Office to Dade Heritage Trust, Inc. "Shall the Miami Charter be changed to authorize the City Commission, by a four -fifths (4/5ths) affirmative vote, to waive competitive bidding and execute a lease with Dade Heritage Trust, Inc. for the City -owned building located at 190 Southeast 12th Terrace, for a term of 30 years, with two 30 year renewals, for minimum annual rent of $600.00, with Consumer Price Index adjustments, with restrictions, reversions, and retention by the City of all other rights?" City of Miami Page 5 of 7 File 1(1: 16-01008 (Version: 3) Printed On: 8/16/2021 File Number: 16-01008 Encictmem;Vmnber. R-16-03-18 YES (For the Measure) NO (Against the Measure) Section 7. The form of the ballot shall be in accordance with requirements of general election laws. Electors desiring to vote in approval of the Question described above shall be instructed to vote their selection next to the word "YES" within the ballot containing the statement relating to the Question. Electors desiring to vote to disapprove the Question shall be instructed to vote their selection next to the word "NO" within the ballot containing the statement relating to the Question. Once individuals are satisfied with their choice, they shall press the "Vote" button and the ballot shall be cast. Section 8. The City Clerk shall cause to be prepared absentee ballots containing the Question set forth in Section 6 above for the use of absentee electors entitled to cast such ballots in said Special Election. Section 9. All qualified electors of said City shall be permitted to vote in said Special Election and the Supervisor of Elections of Miami -Dade County, Florida, is hereby requested, authorized, and directed to furnish, at the cost and expense of the City, a list of all qualified electors residing in the City as shown by the registration books and records of the Office of said Supervisor of Elections and duly certify the same for delivery to and for use by the election officials designated to serve at the respective polling places in said general election precincts. Section 10. For the purpose of enabling persons to register who are qualified to vote in said Special Election to be held on Tuesday, November 8, 2016, and who have not registered under the provisions of the general laws of the State and Chapter 16 of the Code of the City of Miami, Florida, or who have transferred their legal residence from one voting precinct to another in the City, they may register Monday through Friday, from 8:00 A.M. to 5:00 P.M. at the Miami -Dade County Elections Department located at 2700 Northwest 87th Avenue, Doral, Florida, within such period of time as may be designated by the Supervisor of Elections of Miami -Dade County, Florida. In addition to the above place and times, qualified persons may register at such branch offices and may also use any mobile registration van for the purpose of registration in order to vote in the herein described Special Election during such times and on such dates as may be designated by the Supervisor of Elections of Miami -Dade County, Florida. Section 11. Todd B. Hannon, the City Clerk of the City of Miami, Florida, or his duly appointed successor, is hereby designated and appointed as the official representative of the Commission of the City of Miami, Florida, in all transactions with the Supervisor of Elections of Miami -Dade County, Florida, related to matters pertaining to the use of the registration books and the holding of said Special Election. Section 12. The City Clerk shall deliver a certified copy of this Resolution to the Supervisor of Elections of Miami -Dade County, Florida, not less than forty-five (45) days prior to the date of the Special Election. Section 13. This Resolution shall become effective immediately upon its adoption and signature of the Mayor. {1} City of Miami Page 6 of 7 File Id: 16-01008 (Version: 3) Printed On: 8/16/2021 File Number: 16-01008 Enactment ,Vumber: R-16-0348 Footnotes: {1} If the Mayor does not sign this Resolution, it shall become effective at the end of ten (10) calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. City of Miami Page 7 of 7 File Id: 16-01008 (Version: 3) Printed On: 8/16/2021 .101 . ,,. o g City of Miami Legislation Resolution: R-16-0618 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 1404 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), OFFICIALLY ACKNOWLEDGING THE CITY CLERK'S CERTIFICATION OF THE CANVASS AND DECLARATION OF RESULTS OF THE CITY OF MIAMI SPECIAL ELECTION HELD ON NOVEMBER 8, 2016. Final Action Date: 12/8/2016 BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The City Commission hereby officially acknowledges the City Clerk's Certification of the Canvass and Declaration of Results of the City of Miami Special Election held on November 8, 2016.1 APPROVED AS TO FORM AND CORRECTNESS: nd ez. city Attor 1 Acknowledgement of election results are administrative acts which do not require the Mayor's signature. Page 1 of 1 File ID: 1404 (Revision:) Printed On: 6/27/2018 City of Miami COMPOSITE EXHIBIT C Authorization of the Board of Trustees of Dade Heritage Trust, Inc. Internal Revenue Code Section 501(c)(3) Determination of Lessee's Not -for -Profit Status Confirmation of Active Status from Florida Secretary of State 48 Celebrating DADE HERITAGE Preservation. Education. Advocacy. Founded 1972 RESOLUTION OF THE DADE HERITAGE TRUST INC. BOARD OF DIRECTORS RESOLUTION-01 JANUARY 27, 2022 RESOLVED, THAT THE Board of Directors of Dade Heritage Trust Inc. hereby authorizes and directs President Dona M. Spain to execute the Lease Agreement issued by the City of Miami to Dade Heritage Trust Inc. for the property located at 190 SE 12 Terrace, Miami, FL 33131, AKA Dr. Jackson's Office. 06-(/ Dolly Maclntyre Secretary Dade Heritage Trust • 190 SE 12 Terrace, Miami, FL 33131 • 305-358-9572 www.dadeheritagetrust.org fir t4 03815 I�jDcnartntcnt : f the ay j'® to{ern al Kevenue rreServ{ceury P.O. Box 2508 Cincinnati OH 45201 DADE HERITAGE TRUST INC 190 SE 12TH TER MIAMI FL 53131-3204 Employer '.D number: Form 990 required: 59-2194849 YES In reply refer to: 0752484920 Nov. 03, 2021 LTR 4168C 0 59-2194849 000000 00 00059641 BODC: TE Dear DADE HERITAGE TRUST INC: We're responding to your request dated Oct. 25, 2021, about your tax-exempt etatus. We issued you a determination letter in FEBRUARY, 1976, recognizing You as tax-exempt under Internal Revenue Code (IRC) Section 501(c) (03). We also shoe you're not a private foundation as defined under IRC Section 509'_a) because you're described in IRC Sections 509(a)(1) and 170(b)(1)(A(vi). Donors can deduct contributions they make to you as provided in IRC Section 170. You're also qualified to receive tax deductible bequests, legacies, devises, transfers, or gifts under IRC Sections 2055, 2106, and 2522. In the heading of this letter, we indicated whether you must file an annual information return. If you're required to file a return, you must file ore of the following by the 15th day of the 5th month after the end of your annual accounting period: - Form 9,90, Return of Organization Exempt From Income Tax - Form 990E2, Short Form Return of Organization Exempt From Income Tax - Form 990-N, Electronic Notice (e-Postcard) for Tax --Exempt Organizations Not Required to File Form 990 or Form 990-EZ - Form 990-PF, Return of Private Foundation or Section 4947(a)(1) Trust Treated as Private Foundation According to IRC Section 6033(i), if you don't file a required annual information return or notice for 3 consecutive years, we'll revoke your tax-exempt status on the due date of the 3rd required return or notice. You can get IRS forms or publications you need from our website at www.irs.govlforms-pubs or by calling 800-TAX-FORM (800-829-3676). If you have questions, call 877-829-5500 between 8 a.m. and 5 p.m., 12/27/21, 2:40 PM Detail by Entity Name DIVISION OF CORPORATIONS Department of State / Division. of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Florida Not For Profit Corporation DADE HERITAGE TRUST, INC. Filing Information Document Number 723568 FEI/EIN Number 59-2194849 Date Filed 05/31/1972 State FL Status ACTIVE Last Event AMENDMENT Event Date Filed 05/29/2012 Event Effective Date NONE Principal Address 190 S.E. 12TH TERRACE MIAMI, FL 33131 Mailing Address 190 S.E. 12TH TERRACE MIAMI, FL 33131 Registered Agent Name & Address MACINTYRE, DOLLY 190 SE 12TH TERRACE MIAMI, FL 33131 Name Changed: 09/10/2015 Address Changed: 01/17/1997 Officer/Director Detail Name & Address Title President SPAIN, DONA 432 VALENCIA AVENUE CORAL GABLES, FL 33134 Title Officer https://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=DADEHE... 1 /5 12/27/21, 2:40 PM Detail by Entity Name Maclntyre, Dolly 409 Viscaya Avenue Coral Gables, FL 33134 Title Treasurer GARCIA-SERRA, MARIO 190 S.E. 12TH TERRACE MIAMI, FL 33131 Title EXECUTIVE DIRECTOR RUPP, CHRISTINE A 13141 SE 96 Avenue Miami, FL 33176 Title Officer Gibson, Suzanne 1103 Peppertree Drive Great Falls, VA 22066 Title Officer Rosenberg, Michael 3550 Royal Palm Avenue Miami, FL 33133 Title Officer Ehrenhaft, Bruce 2221 Country Club Prado Coral Gables, FL 33134 Title Officer Fuller, William 1637 SW 8 Street #200 Miami, FL 33135 Title Officer Bennett, Lisa 1534 Palermo Avenue Coral Gables, FL 33134 Title Officer Jain, Avra 7272 NE 6 Court #5 Miami, FL 33138 https://search.sunbiz.org/Inquiry/CorporationSe arch/Search ResultDetail?inquirytype=EntityName&directionType=1 nitial&searchNameOrder=DADEH E... 2/5 12/27/21, 2:40 PM Detail by Entity Name Title Officer Bensaadon, Gal 6358 Manor Lane South Mlami, FL 33143 Title Officer Rolando, Margaret 200 South Biscayne Blvd. #1400 Mlami, FL 33131 Title Officer McKenzie, Gavin 2247 NW 17 Avenue Miami, FL 33142 Title Officer Meehan, Matthew 1400 South Greenway Drive Coral Gables, FL 33134 Title Officer Webster, Carla 261 NE 82 Street Miami, FL 33138 Title VP Garrido, Michelle 900 Biscayne Blvd. #5004 Miami, FL 33132 Title Officer van Walleghem, Ian 2901 Ponce de Leon Blvd. Coral Gables, FL 33134 Title Officer Wolfson, Luke 9400 South Dadeland Blvd. #100 Miami, FL 33156 Title Officer Moore, Emmett https://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=DADENE... 3/5 12/27/21, 2:40 PM Detail by Entity Name 592 NE 60 Street Miami, FL 33137 Title Past President Richter, Vinson 6358 Manor Lane South Miami, FL 33143 Title Officer Lehman, Scott 121 Alhambra Plaza Suite 1500 CORAL GABLES, FL 33134 Title Officer Colyer, Jacquetta 190 SE 12th Terrace Miami, FL 33131 Annual Reports Report Year Filed Date 2019 04/15/2019 2020 03/13/2020 2021 01/28/2021 Document Images 01/28/2021 — ANNUAL REPORT 03/13/2020 — ANNUAL REP 04/15/2019 — ANNUAL REP" F 03/05/2018 — ANNUAL REPORT 01/06/2017 — ANNUAL REPORT 03/09/2016 — ANNUAL REPORT 11!18/2015 —AMENDED ANNUAL REPORT 09/10/2015 — Reg. Agent Change 04/02/2015 — ANNUAL REP:: T 01/0712014 --ANNUAL REP 03/20/2013 — ANNUAL REP 05/29/2012 — Amendment 04/24/2012 — ANNi J L REP RT 031^. 2011 —AN _. _ p 7 01,05i2010 — A?: ; .LREF= PT 01130/200E — ANNUAL REPCiRT 07114.'2008 — ANNUAL REPORT 07.31/2007 — ANNUAL REPORT 02.'27/2006 -- ANNUAL REPORT View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityN ame&directionType=Initial&searchNameOrder=DADEHE... 4/5 12/27/21, 2:40 PM 01/28/2005 — ANNUAL REPORT 02/1212004 — ANNUAL REPORT 01/3112003 — ANNUAL REPORT 08'21 /2002 — ANNUAL REPORT 02/20/2002 —ANNUAL REPORT 07/26/2001 — ANNUAL REPORT 01129/2000 — ANNUAL REPORT 03/02/1999 — ANNUAL REPORT G1/ 16/ 1998 — ANNUAL REPORT 01/17/1997 — ANNUAL REPORT 02/15/1996 — ANNUAL REPORT 06/22/1995 — ANNUAL REPORT Detail by Entity Name View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format https://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=DADEH E... 5/5 COMPOSITE EXHIBIT D Reserve/Maintenance Fund Report By December 31 annually REPORTING REQUIREMENTS TYPE OF REPORT DUE DATE Audited Financial Statement No later than 120 days after end of fiscal year or Form 990 Preventative Maintenance Report Anniversary Date of Agreement Reserve/Maintenance Fund Report By December 31 annually 55 EXHIBIT E INSURANCE REQUIREMENTS18 I. Commercial General Liability (Primary & Non Contributory) Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $ 1,000,000 General Aggregate Limit $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $ 1,000,000 Endorsements Required City of Miami included as an additional insured Contractual Liability Waiver of Subrogation Premises & Operations Liability Primary and Non Contributory endorsement II. Business Automobile Liability Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto/Owned Autos/Scheduled Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 Endorsements Required City of Miami included as an Additional Insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation IV. Employer's Liability 56 Limits of Liability $100,000 for bodily injury caused by an accident, each accident. $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit V. Property Coverage Dade Heritage Trust shall maintain "All Risk" special form coverage for Real and Business Personal Property coverage insuring against all risk of direct physical loss or damage, including coverage for windstorm, hail, and flood, as applicable and insuring 100% replacement on the building and Lessee's improvements, including all its equipment, fixtures, furniture and all other personal property in and about the property. The policy or insurance certificate should further include coverage for sprinkle leakage, if applicable, ordinance and law coverage and business interruption and extra expense, preferably written on an actual loss sustained basis, if available. The evidence of property must insure against 1 100% replacement cost basis valuation with a maximum deductible of $5,000 as to all other perils, and 5% on windstorm, hail, if market available. The City shall be named as an Additional Insured and loss payee on this coverage. VI. Umbrella Liability Limits of Liability Each Occurrence Policy Aggregate $1,000,000 $1, 000, 000 City of Miami listed as an additional insured. Coverage is excess over all applicable liability policies contained herein. The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change. The City reserves the right to reasonably amend the insurance requirements by the issuance of a notice in writing to Lessee. The Lessee shall provide any other insurance or security reasonably required by the City. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. 57 EXHIBIT F HISTORICAL CAPITAL FUNDING SOURCES NONE 58 DADEHER-01 ALARA , ACC.PRO CERTIFICATE OF LIABILITY INSURANCE �� DATE(MM/DD/YYYY) 2/2/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Hub International Florida 777 SW 37th Avenue Suite 500 Miami, FL 33135 CONTACT Annabel Lara NAME: PHONE FAX (A/c, No, Ext): (305) 569-6724 (A/C, No):(305) 508-6115 a DD RIEss: annabel.lara@hubinternational.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Great American Insurance Company 16691 INSURED Dade Heritage Trust, Inc. 190 SE 12th Terrace Miami, FL 33131 INSURER B : INSURERC: INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTRINSD TYPE OF INSURANCE ADDL SUBR W VD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS -MADE OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE POLICY OTHER: LIMIT APPLIES PEI° PER: LOC GENERAL AGGREGATE $ PRODUCTS-COMP/OPAGG $ $ AUTOMOBILE A LIABILITY ANY AUTO OWNED SCHEDULED AUTOS AUUTOS ONLY COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per Pccident $ $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N / A PER STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ A A DIRECTORS & OFFICERS RETENTION-1,000 EPP4029456 EPP4029456 8/17/2021 8/17/2021 8/17/2022 8/17/2022 LIMIT AGGREGATE 1,000,000 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) MUSEUM & OFFICE CERTIFICATE HOLDER CANCELLATION Cityof Miami Risk Management Dept. 444 SW 2nd Avenue, 9th Floor Miami, FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 4WRLY EVIDENCE OF PROPERTY INSURANCE ALARA DATE (MM/DD/YYYY) 2/2/2022 THIS EVIDENCE OF PROPERTY INSURANCE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE ADDITIONAL INTEREST NAMED BELOW. THIS EVIDENCE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS EVIDENCE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE ADDITIONAL INTEREST. AGENCY Hub International Florida 777 SW 37th Avenue Suite 500 Miami, FL 33135 PHONEo, Ext): 305) 444-2324 FAx !305 444-1974 CODE: E-MAIL ADDRESS: SUB CODE: CUSTOMER ID #: DADEHER-01 COMPANY Great American Insurance Company INSURED Dade Heritage Trust, Inc. 190 SE 12th Terrace Miami, FL 33131 LOAN NUMBER POLICY NUMBER MAC152356105 EFFECTIVE DATE 8/17/2021 EXPIRATION DATE 8/17/2022 CONTINUED UNTIL TERMINATED IF CHECKED THIS REPLACES PRIOR EVIDENCE DATED: PROPERTY INFORMATION LOCATION/DESCRIPTION 190 SE 12th Terrace Miami FL 33131 Museum & Office THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS EVIDENCE OF PROPERTY INSURANCE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. COVERAGE INFORMATION PERILS INSURED BASIC BROAD SPECIAL COVERAGE / PERILS / FORMS AMOUNT OF INSURANCE DEDUCTIBLE BUILDING X WIND $435,788 2,500 EQUIPMENT BREAKDOWN -HISTORIC REPLACEMENT COST -- -NO COINSURANCE - $435,788 2,500 REMARKS (Including Special Conditions) CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ADDITIONAL INTEREST NAME AND ADDRESS City of Miami Risk Management Dept. 444 SW 2nd Avenue, 9th Floor Miami, FL 33130 ADDITIONAL INSURED MORTGAGEE LENDER'S LOSS PAYABLE X LOSS PAYEE LOAN # AUTHORIZED REPRESENTATIVE ACORD 27 (2016/03) © 1993-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DADEHER-01 ALARA , ACC.PRO CERTIFICATE OF LIABILITY INSURANCE �� DATE(MM/DD/YYYY) 2i2i2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Hub International Florida 777 SW 37th Avenue Suite 500 Miami, FL 33135 CONTACT Annabel Lara NAME: PHONE FAX (A/c, No, Ext): (305) 569-6724 (A/C, No):(305) 508-6115 a DD RIEss: annabel.lara@hubinternational.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A:CNA Insurance Company (Europe) Ltd INSURED Dade Heritage Trust, Inc. 190 SE 12th Terrace Miami, FL 33131 INSURER B : INSURERC: INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTRINSD TYPE OF INSURANCE ADDL SUBR W VD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY X B4014378220 11/17/2021 11/17/2022 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) 1,000,000 $ MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE POLICY OTHER: LIMIT APPLIES PRO PRO - PER: LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS-COMP/OPAGG $ 2,000,000 $ A AUTOMOBILE X LIABILITY ANY AUTO OWNED X SCHEDULED AUTOS AUUTOS ONLY B4014378220 11/17/2021 11/17/2022 COMBINED SINGLE LIMIT (Ea accident) 1,000,000 $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per Pccident $ $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N / A PER STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ A A SPECIAL/RC/500 DED 2% WIND DED B4014378220 B4014378220 11/17/2021 11/17/2021 11/17/2022 11/17/2022 CONTENTS EDP 35,852 50,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) BUSINESS INCOME & EXTRA EXPENSE IS INCLUDED IN PACKAGE POLICY. City of Miami is Additional Insured. CERTIFICATE HOLDER CANCELLATION Cityof Miami Risk Management Dept. 444 SW 2nd Avenue, 9th Floor Miami, FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Olivera, Rosemary From: Olivera, Rosemary Sent: Tuesday, August 23, 2022 3:47 PM To: Lila, Sandy; Lee, Denise Cc: Ewan, Nicole Subject: RE: Dade Heritage Trust, Inc. Lease Agreement I will add this document to our records as a copy. ROSEMARY OLIVERA CITY CLERK'S OFFICE MIAMI CITY HALL 3500 PAN AMERICAN DRIVE MIAMI, FL 33133 305-250-5365 ROLIVERA@MIAMIGOV.COM From: Lila, Sandy <SLila@miamigov.com> Sent: Tuesday, August 23, 2022 12:53 PM To: Olivera, Rosemary <ROlivera@miamigov.com>; Lee, Denise <DLee@miamigov.com> Cc: Ewan, Nicole <newan@miamigov.com> Subject: RE: Dade Heritage Trust, Inc. Lease Agreement Yes, please do so for now. Thank you Olivera and Denise. Kind regards, Sandy Lila Lease Manager Department of Real Estate and Asset Management 444 SW 2 Avenue, 3rd Floor Miami, Florida 33130 slila@miamigov.com From: Olivera, Rosemary <ROlivera@miamigov.com> Sent: Tuesday, August 23, 2022 10:54 AM To: Lee, Denise <DLee@miamigov.com>; Lila, Sandy <SLila@miamigov.com> Cc: Ewan, Nicole <newan@miamigov.com> Subject: RE: Dade Heritage Trust, Inc. Lease Agreement Importance: High Good morning Sandy, If you would like to have this copy as the only copy the City Clerk's Office receives, we will add it to our records but we will not be able to certify this document to anyone that contacts our office for a certified original. It will be entered into the system as a copy. They will be directed to the initiating department for an original certified copy of the document. A copy of this email will be attached to the document in our system to allow the opportunity to properly direct any requests for originals to the correct individual. ROSEMARY OLIVERA CITY CLERK'S OFFICE MIAMI CITY HALL 3500 PAN AMERICAN DRIVE MIAMI, FL 33133 305-250-5365 ROLIVERA@MIAMIGOV.COM From: Lee, Denise <DLee@miamigov.com> Sent: Tuesday, August 23, 2022 10:34 AM To: Lila, Sandy <SLila@miamigov.com> Cc: Ewan, Nicole <newan@miamigov.com>; Olivera, Rosemary <ROlivera@miamigov.com> Subject: RE: Dade Heritage Trust, Inc. Lease Agreement Sandy, When Agreements come to the City Clerks office for attestation, the City Clerk attests the City Manager's signature which is an original wet signature. In turn, the City Clerk signs and seals the agreements. It is our practice, that when an agreement is submitted for signatures, that there are 3 physical copies. Once all three have been signed, attested, and routing has completed, one copy is supposed to be submitted to the City Clerks office for our records. See instructions on the routing form below: ROUTING INFORMATION APPROVAL BY DEPARTMENTAL DIRECTOR SUBMITTED TO RISK MANAGEMENT SUBMITTED TO CITY ATTORNEY APPROVAL BY ASSISTANT CITY MANAGER RECEIVED BY CITY MANAGER 1 } ONE ORIGINAL, TO CITY CLERK, 21 ONE COPY TO CITY A`1 TORNEY'S OFFICE, 31 REMAINING ONIGINAL($) TO ORIGINATHIG DEPARTMENT Regards, 2 Deve' Le& Legislative Services Representative I City of Miami Office of the City Clerk 3500 Pan American Drive Miami, FL 33133 Direct Line: (305) 250-5367 Main Office: (305) 250-5361 w w w.miamigov.com/cityclerk "A Uttle' rogrowEad Day AddkUp To-134Rex+A1t " From: Lila, Sandy <SLila@miamigov.com> Sent: Tuesday, August 23, 2022 10:18 AM To: Lee, Denise <DLee@miamigov.com> Cc: Ewan, Nicole <newan@miamigov.com>; Olivera, Rosemary <ROlivera@miamigov.com> Subject: RE: Dade Heritage Trust, Inc. Lease Agreement Denise: Unfortunately, I only have the electronic version available. Just for my knowledge going forward, the below language is starting to be incorporated in our agreements. What do we in these scenarios? "COUNTERPARTS AND ELECTRONIC SIGNATURES. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein..." Kind regards, Sandy Lila Lease Manager Department of Real Estate and Asset Management 444 SW 2 Avenue, 3rd Floor Miami, Florida 33130 slila@miamigov.com From: Lee, Denise <DLee@miamigov.com> Sent: Tuesday, August 23, 2022 9:57 AM To: Lila, Sandy <SLila@miamigov.com> Cc: Ewan, Nicole <newan@miamigov.com>; Olivera, Rosemary <ROlivera@miamigov.com> Subject: RE: Dade Heritage Trust, Inc. Lease Agreement Good morning Sandy, 3 The City Clerk's Office requires an original paper document for our records. Copies are not acceptable for certification. Regards, Dew Lee/ Legislative Services Representative I City of Miami Office of the City Clerk 3500 Pan American Drive Miami, FL 33133 Direct Line: (305) 250-5367 Main Office: (305) 250-5361 www.miamigov.com/cityclerk "A LittlerogrowEadvDay AdS Up To-34►2e wit-." From: Lila, Sandy <SLila@miamigov.com> Sent: Tuesday, August 23, 2022 9:44 AM To: Lee, Denise <DLee@miamigov.com> Cc: Ewan, Nicole <newan@miamigov.com> Subject: Dade Heritage Trust, Inc. Lease Agreement Good morning Denise, I hope all is well. I am providing the attached fully executed agreement for your records. Kind regards, Sandy Lila Lease Manager Department of Real Estate and Asset Management 444 SW 2 Avenue, 3rd Floor Miami, Florida 33130 slila@miamigov.com 4