HomeMy WebLinkAbout24141AGREEMENT INFORMATION
AGREEMENT NUMBER
24141
NAME/TYPE OF AGREEMENT
PERPETUAL LOVE L TRUST, LLC
DESCRIPTION
ACCESS, CONSTRUCTION, & DONATION
AGREEMENT/STATE-OF-THE-ART RECREATIONAL
FACILITY/FILE I D : 11785/R-22-0153/MATTER I D : 20-2473
EFFECTIVE DATE
November 10, 2022
ATTESTED BY
TODD B. HANNON
ATTESTED DATE
11/10/2022
DATE RECEIVED FROM ISSUING
DEPT.
11/14/2022
NOTE
DOCUSIGN AGREEMENT BY EMAIL
DocuSign Envelope ID: 0966FA47-ED69-4F92-ABAC-B4B068085D9D
CITY OF MIAMI
DOCUMENT ROUTING FORM
ORIGINATING DEPARTMENT: DREAM
DEPT. CONTACT PERSON: Sandy Lila EXT. 1461
NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Perpetual Love L Trust, LLC
IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? ❑ YES ® NO
TOTAL CONTRACT AMOUNT: $ ° FUNDING INVOLVED? ❑ YES ® NO
TYPE OF AGREEMENT:
❑ MANAGEMENT AGREEMENT
❑ PROFESSIONAL SERVICES AGREEMENT
❑ GRANT AGREEMENT
❑ EXPERT CONSULTANT AGREEMENT
❑ LICENSE AGREEMENT
❑ PUBLIC WORKS AGREEMENT
❑ MAINTENANCE AGREEMENT
❑ INTER -LOCAL AGREEMENT
❑ LEASE AGREEMENT
❑ PURCHASE OR SALE AGREEMENT
OTHER: (PLEASE SPECIFY): Access, Construction and Donation Agreement
PURPOSE OF ITEM (BRIEF SUMMARY): The City is the fee simple owner of approximately 5.39 acres of certain
real property located at 150 Northeast 19 Street, Miami, Florida 33132 ("Property"). Perpetual Love L Trust, LLC.
wishes to develop a state-of-the-art recreational facility worth no less than ten million dollars ($10,000,000.00) on the
Property for the benefit of the City, its residents, and visitors, and donate the same to the City in fee simple upon
completion of construction.
COMMISSION APPROVAL DATE: 04/28/2022 FILE ID: 11785 ENACTMENT NO.: R-22-0153
IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN:
ROUTING INFORMATION
Date
PLEASE PRINT AND SIGN
APPROVAL BY DEPARTMENTAL INTERIM DIRECTOR
November 10, 2022 I
12:42:02 EST
PRINT: Jacqucliuraboadg,
SIGNATURE:
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SUBMITTED TO RISK MANAGEMENT
November 10, 2022 I
18:09:18 EST
PRINT: Ann-Marieo
SIGNATURE:
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Assigned ACA: N/A
SUBMITTED TO CITY ATTORNEY
Matter ID#: 20-2473 November 10, 2022 I
16:36:14 EST
PRINT: Victor'
SIGNATURE:�"�
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APPROVAL BY ASSISTANT CITY MANAGER
November 10, 2022 I
18:24:26 EST
PRINT: Larry
SIGNATURE:
M. S'w19 fed by:
RECEIVED BY CITY MANAGER
November 10, 2022 I
16:42:02 EST
PRINT: Arthur
SIGNATURE:
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,—DocuSigned by:
A,^F No-e
ATTESTED BY THE CITY CLERK
1) ONE ORIGINAL TO CITY CLERK,
November 10, 2022 I 18:29:52
EST
PRINT: Todd B.
SIGNATURE:
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Hannon
�DocuSigned by:
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2)
ONE COPY TO CITY ATTORNEY'S OFFICE,
3) REMAINING ORIGINAL(S) TO ORIGINATING
DEPARTMENT
PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE
EXECUTION BY THE CITY MANAGER
DocuSign Envelope ID: 0966FA47-ED69-4F92-ABAC-B4B068085D9D
ACCESS, CONSTRUCTION, AND DONATION AGREEMENT
This Access, Construction, and Donation Agreement ("Agreement"), made and entered into
this loth day of November, 2022 ("Effective Date"), by and between the CITY OF MIAMI, a
municipal corporation of the State of Florida whose principal address is 3500 Pan American Drive,
Miami, Florida 33133 ("City"), and PERPETUAL LOVE L TRUST, LLC, a foreign limited liability
company, whose principal address is, 3921 Alton Rd, #465, Miami Beach, FL 33140 ("Donor",
organized under the laws of the State of Florida) (collectively the "Parties"), is entered into as follows:
WITNESSETH:
WHEREAS, the City is the fee simple owner of approximately 5.39 acres of certain real
property located at 150 Northeast 19 Street, Miami, Florida 33132 and commonly referred to as
Biscayne Park, which is more particularly described in the legal description attached hereto and
incorporated herein as Exhibit "A" (the "Property"); and
WHEREAS, Donor wishes to develop a state-of-the-art recreational facility on the Property
for the benefit of the City, its residents and visitors, and donate the same to the City in fee simple upon
completion of construction;
NOW THEREFORE and in consideration of the premises and the mutual covenants and
conditions contained herein, the parties hereto agree as follows:
I. Recitals. The above recitals are incorporated as if set forth in full herein.
IL Description of the Donation. Donor agrees to construct, grant, donate, and give to the
City, subject to the terms provided herein, a recreational facility on the Property, which shall be worth
no less than ten million ($10,000,000.00) dollars. The donated improvements shall include, but not
necessarily be limited to, the following: (i) a climate controlled indoor athletic complex comprising
approximately 140,400 square feet of active recreational use consisting of an athletic field capable of
accommodating soccer, mini -soccer and lacrosse as well as five multipurpose courts capable of
accommodating basketball and tennis; (ii) an outdoor passive park area situated along the western
boundary of the Property; (iii) a concrete block structure ("CBS structure") containing approximately
two thousand (2,000) square feet that shall include, at a minimum, a concession stand, restrooms, a
weight room, storage room(s), Parks' office space sufficient to accommodate three staff members and
ancillary storage connected to such office, and a rooftop viewing platform; (iv) a new onsite surface
parking lot situated along the eastern boundary of the Property; (v) the furniture, fixtures, and
equipment(collectively referred to hereinafter as the "Donated Improvements"). The Donated
Improvements shall be designed and constructed in substantial compliance with the concept plans
attached hereto and, by this reference, incorporated herein as Exhibit "B" (the "Concept Plans"). The
final construction drawings consistent with the Concept Plans ("Development Plans") shall be
submitted to the City for final review and approval, which shall not be unreasonably withheld. No
Major Modification to the City -approved Development Plans shall be permitted without the approval
of the City Manager, which shall not be unreasonably withheld upon a showing of good cause. For the
purposes of this Agreement, a "Major Modification" shall mean any material changes, modifications,
amendments or substitutions to the City -approved Development Plans. Without limiting the generality
Biscayne Park Construction Agreement Page 1
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of the foregoing, design changes expressly required for compliance with design regulations and
applicable laws shall not require the City's approval and Donor shall be permitted to make such
changes to the extent that they achieve compliance but not beyond that without the City's consent.
III. Permitting Obligations. Donor shall be responsible for securing, at its sole cost and
expense, all permits and authorizations necessary for the construction of the Donated Improvements.
This obligation shall include, but not be limited to, the procurement of all professional services
required to obtain construction permits for the Donated Improvements, including architectural design
services, engineering services, environmental consulting services, and the like. Donor shall be
responsible for securing the waiver of lien rights, in a form acceptable to the City Attorney, from all
vendors hired by or on behalf of the Donor concerning work related to the design and permitting of
the Donated Improvements and shall require that any and all agreements with such vendors be subject
to, and incompliance with, the terms of this Agreement.
IV. Construction Rights and Obligations. In consideration of the capital contribution
pledged by Donor to the City for improvements to Biscayne Park, the City hereby acknowledges and
agrees that the Donor shall have the right to construct or cause to be constructed the Donated
Improvements at its sole cost and expense and that Donor's procurement of professional construction
services, construction materials and labor are exempt from the City's competitive solicitation
requirements. Donor's obligation to construct or cause to be constructed the Donated Improvements,
at its sole cost and expense, shall include all costs and expenses associated with the design and
construction of both onsite and offsite water, sewer, and stormwater enhancements necessary for the
construction of the Donated Improvements. Donor shall be responsible for securing waivers of lien
rights, in a form acceptable to the City Attorney, from all contractors and materialmen hired by or on
behalf of the Donor concerning work related to the construction of the Donated Improvements.
V. Performance Bond. Prior to the commencement of construction, Donor, or its
contractors shall post a payment and performance bond in favor of the City as insurance that the
Donated Improvements are completed in substantially the form prescribed by Section 255.05, Fla.
Stat., subject to the approval of the City Risk Management Director. The performance bond shall be
equivalent to One Hundred and ten percent (110%) of the contracted prices for the Donated
Improvements, including the infrastructure enhancements, in a form acceptable to the City Attorney.
The payment and performance bond shall be in place until the work is fully completed and accepted
and all warranties and similar documents and releases have been submitted.
VI. Construction. Subject to the conditions and limitations hereinafter contained, the
City grants to Donor, its agents, representatives, employees, contractors, sub -contractors and
consultants non-exclusive access in, to, over, under and across the Property for the purposes of
constructing the Donated Improvements. Said authority shall be valid at all times during the Term of
this Agreement and shall expire at the expiration or earlier termination of this Agreement. During
construction, Donor shall take all reasonable measures necessary to ensure the safety and security of
the area and maximize public usage of the areas not under construction, to the extent feasible.
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VII. Condition of Property and Environmental Disclaimer.
1. Donor agrees that the City shall, under no circumstances, be liable for any latent, patent
or other defects in the Property. No representations or warranties whatsoever are made as
to its condition, state, or characteristics. EXPRESSED WARRANTIES AND IMPLIED
WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR USE AND
HABITABILITY ARE HEREBY DISCLAIMED. IMPLIED WARRANTIES OF
MERCHANTABILITY AND/OR SUITABILITY ARE HEREBY DISCLAIMED. No
representation whatsoever is made as to any environmental, potable water, surface water,
soil matter, or soil condition. The Property is accepted in "AS IS" condition.
2. The City has not made, does not make, and specifically negates and disclaims any
representations, warranties, promises, covenants, agreements or guaranties of any kind or
character whatsoever, whether express or implied, oral or written, (past, present, or future)
of, as to, concerning, or with respect to environmental matters with reference to the
Property, including, but not limited to: (a) the value, nature, quality, or condition of the
Property, including, without limitation, the water, minerals, soil, and geology, (b) the
compliance of or by the Property or its operation with any Environmental Requirements,
(c) any representations regarding compliance with any environmental protection,
pollution, or land use, zoning or development of regional impact laws, rules, regulations,
orders, or requirements, including the existence in or on the Property of Hazardous
Materials.
"Environmental Requirements" shall mean all laws, ordinances, statutes, codes,
rules, regulations, agreements, judgments, orders, and decrees, now or hereafter
enacted, promulgated, or amended of the United States, the states, the counties,
the cities, or any other political subdivision, agency or instrumentality
exercising jurisdiction over City or Donor, the Property, or the use of the
Property, relating to pollution, the protection or regulation of human health,
natural resources, or the environment, or the emission, discharge, release, or
threatened release of, pollutants, contaminants, chemicals, or industrial, toxic or
hazardous substances or waste, or Hazardous Materials into the environment
(including, without limitation, ambient air, surface water, groundwater, land, or
soil).
Hazardous Materials" shall mean and include without limitation, any substance,
which is or contains (A) any "hazardous substance" as now or hereafter defined
in the Comprehensive Environmental Response, Compensation, and Liability
Act of 1980, as amended (42 U.S.C., Section 9601 et seq.) ("CERCLA") or any
regulations promulgated under or pursuant to CERCLA; (B) any "hazardous
waste" as now or hereafter defined in the Resource Conservation and Recovery
Act (42 U.S.C., Section 6901 et seq.); (C) any substance regulated by the Toxic
Substances Control Act (15 U.S.C., Section 2601 et. Seq.); (D) gasoline, diesel
fuel, or other petroleum hydrocarbons; asbestos and asbestos containing
materials, in any form, whether friable or non -friable; (F) polychlorinated
biphenyls; and (G) any additional substances or material which: (i) is now or
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hereafter classified or considered to be hazardous or toxic under Environmental
Requirements as hereinafter defined; (ii) causes or threatens to cause a nuisance
on the Property or adjacent property or poses or threatens to pose a hazard to
the health or safety of persons on the Property or adjacent property; or (iii)
would constitute a trespass if it emanated or migrated from the Property.
VIII. Utility Easement. Subject to the conditions and limitations hereinafter contained,
the City shall grant the necessary utility easements, as may be required for the installation,
operation, maintenance, repair, relocation, replacement and removal of utility lines, water and sewer
lines, and below ground facilities serving any portion of the Property as contemplated in the
Development Plans, and in a form acceptable to the City Attorney.
IX. Permitting and Construction Timing. Donor agrees to apply for construction permits
for the Donated Improvements, including all infrastructure enhancements, within twenty four (24)
months following the execution of this Agreement, which may only be exceeded for good cause
acceptable to the City Manager, and further agrees to diligently pursue the issuance of said permits
without unreasonable delay(s). Prior to submittal, the Donor shall provide the City the opportunity to
review and approve the construction documents to ensure that the design meets the terms of this
Agreement as well as the City's needs. This shall not be interpreted to waive the City's regulatory
authority. As a project of community significance, the City agrees to use reasonable good faith efforts
to sign off on required permits, as owner. Donor shall obtain, at its sole cost and expense, Full Permit
Issuance for the Donated Improvements. For purposes of this Agreement, the term "Full Permit
Issuance" shall mean any and all building permits necessary for the construction of the Donated
Improvements, including master and sub -permits. Notwithstanding anything to the contrary contained
herein, the Donated Improvements shall be completed, as evidenced by the issuance of a TCO, CO, or
equivalent, no later than Forty two (42) months, which may only be exceeded for good cause
acceptable to the City Manager.
X. Conveyance of Donated Improvements: Donor shall convey to the City the Donated
Improvements that, together with the infrastructure enhancements, shall constitute the gift (hereinafter
referred to as the "Gift"). The Gift shall be conveyed to the City by a bill of sale, in a form acceptance
to the City Attorney, free of liens and encumbrances within sixty (60) calendar days following the
issuance of a certificate of occupancy/certificate of completion for the Donated Improvements,
whichever is determined to be necessary in the sole discretion of the City's Building Official.
Notwithstanding any language contained in this Agreement to the contrary, in no event shall the City
be liable to Donor for any funding or other monetary compensation or payment in connection with the
Donated Improvements or the use thereof.
XI. Naming. In consideration of the capital expenditures as set forth herein, the CBS
structure shall initially be named the "Centner Pavilion at Biscayne Park".
XII. Jessica Lunsford Act. Donor recognizes that the Property is a public park open to
children and students. All employees, agents, servants, partners, principals, volunteers, and
subcontractors of Donor who work in direct contact with children, the elderly, or individuals with
disabilities or who may come into direct contact with children, the elderly, or individuals with
disabilities at the Park must complete a Level 2 background screening that complies with its
requirements as required by applicable law. Level 2 Background screenings must be completed
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through the Florida Department of Law Enforcement (FDLE) VECHS (Volunteer & Employee
Criminal History System) Program. Satisfactory background screening documentation will be
accepted from those entities that already conduct business with the Depaitinent of Children and
Families (DCF), the Department of Juvenile Justice (DJJ), Department of Elder Affairs (DOEA) or
the Miami Dade County Public School System (MDCPS). In required, a clearance letter from the
MDCPS Office of Professional Standards indicating the person has successfully completed a Level 2
screening will be accepted. The Foundation is required to review and keep abreast of the Dru Sjodin
National Sex Offender Public Website.
XIII. Term. The term of this Agreement shall commence upon the execution hereof and shall
expire upon the completion and conveyance of the Donated Improvements to the City, unless
otherwise earlier terminated pursuant to the terms of this Agreement, and in all events subject to any
surviving provisions contained herein ("Term").
XIV. No Partnership. Nothing in this Agreement shall be construed to make the parties hereto
partners or joint ventures or render either of said parties liable for the debts or obligations of the other.
Donor is not an agent, representative or affiliate of the City. Accordingly, neither Donor, nor Donor' s
employees, nor any contractor or subcontractor hired by Donor to provide any services under this
Agreement shall attain, nor be entitled to, any rights or benefits under the Civil Service or Pension
Ordinances of the City, nor any rights generally afforded classified or unclassified employees. Donor
further understands that Florida Workers' Compensation benefits available to employees of the City
are not available to Donor, Donor' s employees, or any contractor or subcontractor hired by Donor to
provide any services hereunder, and Donor agrees to provide or to require contractors and
subcontractor(s) to provide, as applicable, adequate workers' compensation insurance for any
employee or agent of Donor rendering services to the City under this Agreement. Donor further
understand and agree that Donor's, its contractors' or subcontractors' use or entry upon City properties
shall not in any way change its or their status as an independent contractor.
XV. Bonding, Insurance: Prior to utilizing the property, as authorized under this agreement
Donor shall obtain and always maintain during the term hereof, such insurance coverage(s) as may be
required by the City. Donor shall further require its contractors to provide a certificate of insurance
required as of the Effective Date of this Agreement are attached hereto as Exhibit "C" and incorporated
herein by this reference. Donor shall correct any insurance certificates as requested by the City' s Risk
Management Administrator. All such insurance, including renewals, shall be subject to the approval
of the City for adequacy of protection and evidence of such coverage(s) and shall be furnished to the
City Risk Management Administrator on Certificates of Insurance indicating such insurance to be in
force and effect and providing that the City is provided with written notice of cancellation or material
change from the insurer in accordance with policy provisions. Completed Certificates of Insurance
shall be filed with the City prior to the performance of services hereunder, provided, however, that
Donor shall at any time upon request file duplicate copies of the policies of such insurance with the
City.
Donor understands and agrees that all liabilities regarding the use of any of Donor's employees
or any of Donor's contractors or subcontractors for services related to this Agreement shall be borne
solely by Donor throughout the term of this Agreement and that this provision shall survive the
termination of this Agreement. Donor further understands and agrees that insurance for each employee
of Donor and each contractor and subcontractor providing services related to this Agreement shall be
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maintained in good standing and approved by the City Risk Management Administrator throughout
the duration of this Agreement.
Donor shall be responsible for assuring that the insurance certificates required under this
Agreement remain in full force and effect for the duration of this Agreement, including any extensions
hereof. If insurance certificates are scheduled to expire during the term of this Agreement and any
extension hereof, Donor shall be responsible for submitting new or renewed insurance certificates to
the City's Risk Management Administrator at a minimum of ten (10) calendar days in advance of such
expiration. In the event that expired certificates are not replaced, with new or renewed certificates
which cover the term of this Agreement and any extension thereof then the City may suspend this
Agreement until the new or renewed certificate(s) are received in acceptable form by the City's Risk
Management Administrator.
Compliance with the foregoing requirements shall not relieve Donor of Donor' s liabilities and
obligations under this Agreement.
XVI. Indemnification. Donor shall indemnify, defend and hold harmless the City and its
officials, employees, and its designated third -party administrator for claims (collectively referred to as
"Indemnitees") and each of them from and against all loss, costs, penalties, fines, damages, claims,
expenses (including attorney's fees) or liabilities (collectively referred to as "Liabilities") by reason
of any injury to or death of any person or damage to or destruction or loss of any property arising out
of, resulting from, or in connection with (i) the performance or non-performance of the services
contemplated by this Agreement (whether active or passive) of Donor or their employees or
contractors or subcontractors (collectively referred to as "Provider") which is directly caused, in whole
or in part, by any act, omission, default or gross negligence (whether active or passive or in strict
liability) of the Provider, or any of them, or (ii) the failure of the Provider to comply materially with
any of the requirements herein, or the failure of the Provider to conform to statutes, ordinances, or
other regulations or requirements of any governmental authority, local, federal or state, in connection
with the performance of this Agreement, including without limitation, Provider's failure to comply
with Environmental Requirements. Donor expressly agrees to indemnify, defend and hold harmless
the Indemnitees, or any of them, from and against all liabilities which may be asserted by Donor, an
employee or former employee of Donor, or any of its contractors or subcontractors, as provided above,
for which the Donor's liability to such employee or former employee would otherwise be limited to
payments under state Workers' Compensation or similar laws. Donor further agrees to indemnify,
defend and hold harmless the Indemnitees from and against (i) any and all liabilities imposed on
account of the violation of any law, ordinance, order, rule, regulation, condition, or requirement,
related directly to Provider' s performance under this Agreement, and (ii) any and all claims, and/or
suits for labor and materials furnished by Provider or utilized in the performance of this Agreement or
otherwise. Additionally, and without limiting the foregoing, Donor shall indemnify and hold the City
harmless from all claims of liability resulting from unpaid invoices of any and all vendors hired by or
on behalf of Donor for work conducted on the Property in furtherance of this Agreement. Donor further
agrees to have its contractors comply with all provisions under this section.
This section shall be interpreted to comply with Sections 725.06 and/or 725.08, Florida
Statutes. Donor's obligations to indemnify, defend and hold harmless the Indemnitees shall survive
the termination of this Agreement.
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Donor understands and agrees that all liabilities regarding the use of any contractor or
subcontractor for services related to this Agreement shall be borne solely by Donor throughout the
duration of this Agreement and that this provision shall survive the termination of this Agreement.
The City hereby covenants that it will not and does not hereby waive any rights, privileges or
other benefits afforded under Sec. 768.28, Fla. Stat., as may be amended, including, but not necessarily
limited to, those rights in tort actions, recovery limits, and limitation on attorney fees.
XVII. Waiver of Liability. In no event, shall the City be liable to Donor or their contractors,
sub -contractors, representatives, heirs or assigns for any direct, consequential, general, incidental or
special damages, or costs, debts, or liabilities of the Donor related to this Agreement.
XVIII. Notices. All notices pursuant to this Agreement shall be in writing and sent by certified
mail or delivered by personal service to the addresses for each of the Parties appearing on page one
(1) of this Agreement and as indicated below, with a copy sent via email as provided below, or as the
same may be changed in writing from time to time.
For the Donor to:
Perpetual Love L Trust, LLC,
3921 Alton Rd, #465
Miami Beach, FL 33140
Attention: Jamie Mandel, Esq.
jbmandel@dlccapmgmt.com
With copy to:
The Riley Law Firm, LLC.
16343 SW 256 Street
Homestead, Florida 33031
Attention: William W. Riley, Jr., Esq.
w.riley@rileyfirm.org
For the City to:
City Manager
City of Miami
444 S.W. 2nd Avenue, loth Floor
Miami, Florida 33130
Anoriega@miamigov.com
Director of Parks and Recreation
City of Miami
444 S.W. 2nd Avenue, 8th Floor
Miami, Florida 33130
Bahernandez@miamigov.com
City Attorney
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City of Miami
444 S.W. 2nd Avenue, 9th Floor
Miami, Florida 33130
Vmendez@miamigov.com
It is Donor's responsibility to advise the City in writing of any changes in their contact names,
mailing addresses, email addresses and/or telephone numbers. 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.
XIX. Default. A breach or default of the terms of this Declaration may only be alleged by
the parties having rights hereunder. In the event of a default by Donor, City shall give written notice
to Donor, specifying the nature of such default. In the event of a default by City, Donor shall give
written notice to City, specifying the nature of such default.
XX. Termination.
1. Upon the occurrence of any failure by a Party hereto (the "Defaulting Party") to perform
any of its obligations under this Agreement, then the other Party (the "Non -Defaulting
Party") shall provide notice of such failure to the Defaulting Party and afford the
Defaulting Party a grace period to cure said failure, as follows: Defaulting Party shall
afford the Non -Defaulting Party a grace period of thirty (30) days to cure any default;
provided, however, that if any non -monetary failure cannot be cured within such thirty
(30) day period, the Defaulting Party shall be afforded such additional time, not to exceed
a total of one hundred and twenty (120) days, as shall be reasonably required to cure such
failure, if the Defaulting Party has commenced the appropriate cure within said initial
thirty (30) day period and thereafter proceeds with reasonable diligence to cure said
failure. Notwithstanding the foregoing, if the default is of such a nature that an emergency
situation arises constituting an unsafe or unsanitary condition, the period for cure of such
default shall be accelerated to a period of time which is reasonable in light of the nature of
the emergency. All costs incident to curing a default by the Donor under this subsection
shall be the sole responsibility and obligation of, and accordingly, shall be borne by, the
Donor.
2. City shall have the right to terminate this Agreement at its sole option, for any reason
whatsoever, upon at least thirty (30) days' written notice to the Donor provided that said
termination is first approved by the City Commission of the City of Miami by a four -fifths
(4/5) vote.
3. Upon termination by either Party or expiration of the Agreement, Donor's rights to occupy
the Property will end forthwith.
XXI. Successors and Assigns. This Agreement may not be assigned or conveyed without
the prior written approval of the City Manager in his sole and absolute discretion. This Agreement
shall bind, and the benefit thereof shall inure to the respective successors and assigns of the parties
hereto.
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XXII. Governing Law. This Agreement shall be interpreted and construed in accordance with
and governed by the laws of the State of Florida. The Parties, in their performance of this Agreement
will comply with all applicable federal, state, county and city laws, codes, and regulations.
XXIII. Venue, Attorney's Fees, and Waiver of Jury Trial. Venue in any proceedings between
the parties shall be in Miami -Dade County, Florida. Each party shall bear its own attorney's fees. Each
party waives any defense, whether asserted by motion or pleading, that the aforementioned courts are
an improper or inconvenient venue. Moreover, the parties' consent to the personal jurisdiction of the
aforementioned courts and irrevocably waive any objections to said jurisdiction. The parties
irrevocably waive any rights to a jury trial.
XXIV. Titles and Headings. Title and paragraph headings are for convenient reference and are
not a part of this Agreement.
XXV. No Waiver. No waiver or breach of any provision of this Agreement shall constitute a
waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be
effective unless made in writing.
XXVI. Severability. Should any provision, 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, Miami -Dade County or the City of Miami, such
provision, 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 the 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.
XXVII. Modifications and Amendments. No modification or amendment hereto shall
be valid unless in writing and executed by properly authorized representatives of the Parties hereto.
The City Manager shall have the sole authority to amend or to modify this Agreement on behalf of the
City for any non -material revision. Major revisions shall be subject to the review and approval of the
City Commission.
XXVIII. City Not Liable For Delays: Donor hereby understands and agrees that in no
event shall the City be liable for, or responsible to Donor or any subcontractor, or to any other person,
firm, or entity for or on account of, any stoppages or delay(s) in work herein provided for, or any
damages whatsoever related thereto, because of any injunction or other legal or equitable proceedings
or on account of any delay(s) for any cause over which the City has no control in its proprietary
capacity.
XXIX. No Third -Party Beneficiary: No persons other than the Donor and the City (and their
successors and assigns) shall have any rights whatsoever under this Agreement.
XXX. Survival: All obligations (including but not limited to indemnity and obligations to
defend and hold harmless) and rights of any party arising during or attributable to the period prior to
expiration or earlier termination of this Agreement shall survive such expiration or earlier termination.
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XXXI. Non -Discrimination: Donor represents to the City that Donor does not and will not
engage in discriminatory practices and that there shall be no discrimination in connection with Donor's
performance under this Agreement on account of race, color, sex, religion, age, handicap, marital
status or national origin. Donor further covenants that no otherwise qualified individual shall, solely
by reason of his/her race, color, sex, religion, age, handicap, marital status or national origin, be
excluded from participation in, be denied services, or be subject to discrimination under any provision
of this Agreement.
XXXII. Public Records Law: Donor understands that the public shall have access, at all
reasonable times, to all documents and information pertaining to the City, subject to the provisions of
Chapter 119, Florida Statutes, and any specific exemptions there from, and Donor agrees to allow
access by the City and the public to all documents subject to disclosure under applicable law unless
there is a specific exemption from such access. Donor's failure or refusal to comply with the
provisions of this Section may result in immediate termination of the Agreement by the City.
Pursuant to the provisions of Chapter 119.0701, Florida Statutes, Donor must comply with the Florida
Public Records Laws, specifically Donor must:
1. Keep and maintain public records that ordinarily and necessarily would be required by the
City in order to perform the service/construction.
2. Provide the public with access to public records on the same terms and conditions that the
City would provide the records and at a cost that does not exceed the cost provided in
Chapter 119 or as otherwise provided by law.
3. Ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law.
4. Meet all requirements for retaining public records and transfer, at no cost to the City, all
public records in possession of the Donor upon termination of this Agreement and destroy
any duplicate public records that are exempt or confidential and exempt from public
records disclosure requirements.
5. All records stored electronically must be provided to the City in a format compatible with
the information technology systems of the City.
6. Donor agrees that any of the obligations in this Section will survive the term, termination,
and cancellation hereof.
IF DONOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,
FLORIDA STATUTES, TO DONOR' S DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS 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 OR THE CITY' S PARKS AND
RECREATION DEPARTMENT CUSTODIAN OF RECORDS AT 8TH FLOOR, MIAMI
RIVERSIDE CENTER, 444 S.W. 2ND AVENUE, MIAMI, FLORIDA 33130.
XXXIII. Compliance with Laws: Donor understands that agreements with local governments
Biscayne Park Construction Agreement l Page 10
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are subject to certain laws and regulations, including laws pertaining to public records, conflict of
interest, record keeping, etc. City and Donor agree to comply with and observe all applicable Federal,
State and local laws, rules, regulations, codes and ordinances, as they may be amended from time to
time, including but not limited to licensure, and certifications required by law for professional service
providers. Donor further agrees to include in all of Donor's agreements with contractors and
subcontractors for any services related to this Agreement this provision requiring contractors and
subcontractors to comply with and observe all applicable federal, state, and local laws rules,
regulations, codes and ordinances, as they may be amended from time to time.
XXXIV. Enforcement. Enforcement shall be by action against any parties or person
violating, or attempting to violate, any covenants set forth in this Agreement. This enforcement
provision shall be in addition to any other remedies available at law, in equity or both.
XXXV. Force Majeure. Neither the City nor the Donor shall be liable for any failure
or delay in performance of its obligations under this Agreement arising out of or caused, directly or
indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God;
earthquakes; pandemics; fires; floods; wars; civil or military disturbances; acts of terrorism; sabotage;
strikes; epidemics; riots; power failures; computer failure and any such circumstances beyond its
reasonable control as may cause interruption, loss or malfunction of utility, transportation, computer
(hardware or software) or telephone communication service; accidents; labor disputes; acts of civil or
military authority; governmental actions; or inability to obtain labor, material, equipment or
transportation.
XXXVI. City Manager: As used herein, the term "City Manager" shall include the City
Manager of the City of Miami or his designee. In the event that the City of Miami changes its form of
government in a manner that eliminates the City Manager position then the term "City Manager" shall
include the city administrator responsible for performing those duties currently performed by the City
Manager, such as a Deputy Mayor or his designee.
XXXVII. Entire Agreement. This Agreement with any attachments referenced below
embodies and constitutes the entire understanding between the City of Miami and Donor concerning
the Gift, and all prior or contemporaneous agreements, understandings, representations, and
statements, oral or written with respect thereto, are merged therein. The Parties agree that there are no
commitments, agreements, or understandings concerning the subject matter of this Agreement that are
not contained in this Agreement, and that this Agreement contains the entire agreement between the
parties as to all matters contained herein. Accordingly, it is agreed that no deviation from the terms
hereof shall be predicated upon any prior representations or agreements, whether oral or written. It is
further agreed that any oral representations or modifications concerning this Agreement shall be of no
force or effect.
XXXVIIL City as Owner. The City retains all of its sovereign prerogatives and rights as
a City under all applicable laws, including, but not limited to, matters pertaining to the planning,
design, construction, development and operation on the Property. The City is entering into this
Agreement only in its proprietary (not regulatory) capacity and retains all of its sovereign prerogatives
and rights and regulatory authority (quasi-judicial or otherwise) as a City under all applicable laws,
and shall in no way be estopped from withholding or refusing to issue any approvals, licenses or
Biscayne Park Construction Agreement Page 11
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permits or applications for building, zoning, planning or development under present or future laws and
regulations whatever nature applicable to the planning, design, construction and development on the
Property, or the operation thereof; provided, without diminishing the foregoing, that the City (in its
capacity as owner) agrees to reasonably cooperate with Donor in Donor' s efforts to expedite permits.
XXXIX. Non -Discrimination. Donor shall not discriminate or allow its personnel to
discriminate against any person based upon race, religion, color, sex, ancestry, age, national origin,
mental or physical handicap, in the use of the Park and improvements thereof.
XL. Conflict of Interest. Donor is aware of the conflict -of -interest laws as set forth in
Section 2-611 of the Code of the City of Miami, Florida, as amended, and agrees that it will comply
in all respects with the terms thereof.
XLI. Certification. The Donor certifies that it possesses the legal authority to enter into this
Agreement by way of resolution, motion or other similar action that has been duly adopted or passed,
as an official act of the Donor' s governing body, including all understandings and assurances
contained herein, and directing and authorizing the person(s) identified as the official
representatives(s) of the Donor, to act in connection with the Agreement, and to provide such
additional information as may be required from time to time by the City.
XLII. Donor. Donor means Perpetual Love L Trust, LLC, a Florida limited liability company
or its assigns provided that such assignment(s) is to a special purpose entity and not to one or more
third parties.
XLIII. Counterparts. This Agreement may be executed in any number of counterparts, each
of which so executed shall be deemed to be an original, and such counterparts shall together constitute
but one and the same Agreement. The parties shall be entitled to sign and transmit an electronic
signature of this Agreement (whether by facsimile, PDF or other email transmission), which signature
shall be binding on the party whose name is contained therein. Any party providing an electronic
signature agrees to promptly execute and deliver to the other parties an original signed Agreement
upon request.
EXECUTION PAGES TO FOLLOW
Biscayne Park Construction Agreement Page 12
DocuSign Envelope ID: 0966FA47-ED69-4F92-ABAC-B4B068085D9D
DocuSigned by:
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"DONOR", a foreign limited liability company
DDocuSigned by:
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(Signature of Witness) (Signature of Donor)
William W. Riley, Jr., Esq Jamie Mandel
(Print/Type Name of Witness) (Print/Type Name of Donor)
3921 Alton Road #465, Miami Beach, FL 33140
ATTEST:
DocuSigned by:
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Todd BHnr19904.
(Address)
CITY OF MIAMI, a municipal corporation
of the State of Florida
By:
LADocuSignedby:
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Arthur Noriega, City Manager
APPROVED AS TO LEGAL FORM
AND CORRECTNESS:
By:
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DocuSigned by:
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Victoria Mendez, City Attorney
APPROVED AS TO INSURANCE:
By:
ocuSigned by:
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Anne Marie Sharpe, Director of Risk
Management
Biscayne Park Construction Agreement Page 13
DocuSign Envelope ID: 0966FA47-ED69-4F92-ABAC-B4B068085D9D
EXHIBIT "A"
LEGAL DESCRIPTION:
THE SOUTH 1/2 OF THE NORTH 1/2 OF THE NE 1/4, SECTION 36, TOWNSHIP 53 SOUTH,
RANGE 41 EAST
LESS:
COMMENCE AT THE NE CORNER OF SECTION 36, TOWNSHIP 53 SOUTH, RANGE 41
EAST. THENCE SOUTHERLY ALONG THE EAST LINE OF THE NE 1/4, OF SAID SECTION 36,
A DISTANCE OF 382.14 FEET TO A POINT IN THE SOUTH RIGHT OF WAY LINE OF NE 19
ST; THENCE S 87° 31' 11" W, A DISTANCE OF 35.97 FEET TO A POINT IN THE WEST RIGHT
OF WAY LINE OF NE 2ND AVE. BEING THE POINT OF BEGINNING. THENCE CONTINUE S
87° 31' 11" W, A DISTANCE OF 255.53 FEET TO A POINT; THENCE S 01° 31' 27" E A
DISTANCE OF 282.27 FEET TO A POINT; IN THE NORTH LINE OF THE "CEMENTERY OF
THE CITY OF MIAMP', AS RECORDED IN PLAT BOOK B, AT PAGE 18, OF THE MIAMI
DADE COUNTY PUBLIC RECORDS; THENCE N 87° 31' 11" E AND ALONG THE NORTH
LINE OF SAID NORTH LINE OF THE CEMENTERY OF THE CITY OF MIAMI A DISTANCE
OF 250.04' TO A POINT IN THE WEST RIGHT OF WAY LINE OF NE 2ND AVE.; THENCE N
00° 24' 43" W, AND ALONG THE WEST RIGHT OF WAY LINE OF NE 2ND AVE, A DISTANCE
OF 282.70 FEET TO THE POINT OF BEGINNING.
AND LESS:
COMMENCE AT THE NW CORNER OF E 1/4 OF THE NE 1/4, SECTION 36, TOWNSHIP 53
SOUTH, RANGE 41 EAST. THENCE RUN SOUTHWARDLY ALONG THE WESTERLY LINE
OF NE 1/4 OF THE NE 1/4. OF SAID SECTION 36, FOR A DISTANCE OF 347.00 FEET, MORE OR
LESS TO AN INTERCEPTION WITH A LINE BEING 15 FEET SOUTHERLY OF, AND
PARALLEL WITH THE SOUTHERLY LINE OF THE E 1/4 OF THE NE 1/4, OF SAID SECTION
36, THENCE DEFLECTING 90° 44' 50" TO THE LEFT RUN EASTWARDLY ALONG A LINE
15.00 FEET SOUTHERLY OF, AND PARALLEL WITH THE SOUTHERLY LINE OF THE NE 1/4
OF THE NE 1/4, OF SAID SECTION 36 FOR A DISTANCE OF 70.33 FEET TO THE POINT OF
BEGINNING. THENCE DEFLECTING 102° 54' 51" TO THE RIGHT RUN
SOUTHWESTWARDLY FOR A DISTANCE OF 167.58 FEET TO A POINT, SAID POINT BEING
35.00 FEET EASTERLY OF, AND PERPENDICULAR TO THE WESTERLY LINE OF THE NE
1/4 OF THE NE 1/4, OF SAID SECTION 36; THENCE 12° 10' 01" TO THE LEFT RUN
SOUTHWARDLY ALONG A LINE 35.00 FEET EASTERLY OF AND PARALLEL WITH, THE
WESTERLY LINE OF THE N.E. 1/4, OF SAID SECTION 36 FOR A DISTANCE OF 152.72 FEET
TO A POINT OF INTERSECTION WITH THE NORTHERLY BOUNDARY OF THE CEMETERY
OF THE CITY OF MIAMI, AS RECORDED IN PLATY BOOK B, AT PAGE 18, OF THE PUBLIC
RECORDS OF MIAMI DADE COUNTY; THENCE DEFLECTING 90° 40' 49" TO THE LEFT
RUN NORTHWARDLY ALONG A LINE 165.00 FEET EASTERLY OF AND PARALLEL WITH
THE WESTERLY LINE OF N.E. 1/4 OF THE NE 1/4 OF SAID SECTION 36 FOR A DISTANCE OF
Biscayne Park Construction Agreement Page 14
DocuSign Envelope ID: 0966FA47-ED69-4F92-ABAC-B4B068085D9D
175.97 THENCE DEFLECTING 42° 27' 30" TO THE RIGHT RUN NORTHEASTWARDLY FOR
A DISTANCE OF 144.39 FEET TO A POINT, SAID POINT BEING A POINT OF CURVATURE
TANGENT TO A LINE 50 FEET SOUTHERLY OF AND PARALLEL WITH THE SOUTHERLY
LINE OF N.E. 1/4 OF THE NE 1/4, OF SAID SECTION 36; THENCE RUN WESTWARDLY AND
NORTHWESTWARDLY ALONG THE ARC OF A CURVE CONCAVE NORTHEASTERLY
HAVING A RADIUS OF 50.00 FEET THROUGH A CENTRAL ANGLE OF 72° 32' 33" FOR A
DISTANCE OF 63.30 FEET TO A POINT; THENCE RUN WESTWARDLY ALONG A LINE
BEING 15.00 FEET SOUTHERLY OF, AND PARALLEL WITH THE SOUTHERLY LINE OF
NORTH 1/2 OF THE NORTH 1/z OF THE NE 1/4 OF THE NE 1/4, SECTION 36 FOR A DISTANCE
OF 144.01 FEET TO THE POINT OF BEGINNING. ALL THE DESCRIBED AREA IS
RECORDED IN PLAT BOOK 93-42 "FIRE STATION SITE — 1972", MIAMI DADE COUNTY
PUBLIC RECORDS.
AKA: 150 NE 19 STREET, MIAMI, FLORIDA 33132 (FOLIO NO. 01-3136-000-0020)
Biscayne Park Construction Agreement l Page 15
DocuSign Envelope ID: 0966FA47-ED69-4F92-ABAC-B4B068085D9D
EXHIBIT "B"
CONCEPT PLANS
Biscayne Park Construction Agreement Page 16
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Biscayne Park Construction Agreement Page 18
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Biscayne Park Construction Agreement Page 20
DocuSign Envelope ID: 0966FA47-ED69-4F92-ABAC-B4B068085D9D
EXHIBIT "C"
INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE ACCESS
CONSTRUCTION & DONATION AGREEMENT PERPETUAL LOVE TRUST,
LLC
I. Commercial General Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $1,000,000
General Aggregate Limit $ 2,000,000
Products/Completed Operations $ 1,000,000
Personal and Advertising Injury $1,000,000
B. Endorsements Required
City of Miami listed as an Additional Insured
Contingent and Contractual Liability
Premises and Operations Liability
Explosion, Collapse and Underground Hazard
Primary Insurance Clause Endorsement
Completed Operations extended for (3) years after project completion
II. Business Automobile Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit
Any Auto
Including Hired, Borrowed or Non -Owned Autos
Any One Accident $ 1,000,000
B. Endorsements Required
City of Miami included as an Additional Insured
Worker's Compensation
Limits of Liability
Statutory -State of Florida
Waiver of subrogation
Biscayne Park Construction Agreement Page 21
DocuSign Envelope ID: 0966FA47-ED69-4F92-ABAC-B4B068085D9D
Employer's Liability
A. Limits of Liability
$1,000,000 for bodily injury caused by an accident, each accident.
$1,000,000 for bodily injury caused by disease, each employee
$1,000,000 for bodily injury caused by disease, policy limit
IV. Umbrella Policy
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $ 3,000,000
Aggregate $ 3,000,000
City of Miami listed as an additional Insured. Coverage is excess follow form over all
liability polices contained herein.
VI. Payment and Performance Bond
City of Miami listed as Obligee
VII. Builders' Risk
$TBD
Causes of Loss: All Risk -Specific Coverage Project Location
Valuation: Replacement Cost
Deductible: $10,000 All other Perils
5% maximum on Wind/Hail and Flood
City of Miami listed as loss payees
A. Coverage Extensions: As provided by carrier
The above policies shall provide the City of Miami with written notice of cancellation or
material change from the insurer not less than (30) days prior to any such cancellation or
material change, or in accordance to policy provisions.
Companies authorized to do business in the State of Florida, with the following qualifications, shall
issue all insurance policies required above:
The company must be rated no less than "A-" as to management, and no less than "Class
V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by
A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates
of insurance are subject to review and verification by Risk Management prior to insurance
approval.
Biscayne Park Construction Agreement Page 22
DocuSign Envelope ID: 0966FA47-ED69-4F92-ABAC-B4B068085D9D
City of Miami
Resolution R-22-0153
Legislation
City Hall
3500 Pan American Drive
Miami, FL 33133
www.miamigov.com
File Number: 11785 Final Action Date: 4/28/2022
A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S),
BY A FOUR -FIFTHS (4/STHS) AFFIRMATIVE VOTE, AFTER AN ADVERTISED
PUBLIC HEARING, RATIFYING, APPROVING, AND CONFIRMING THE CITY
MANAGER'S FINDING, ATTACHED AND INCORPORATED AS ATTACHMENT
"A," THAT COMPETITIVE NEGOTIATION METHODS AND PROCEDURES
ARE NOT PRACTICABLE OR ADVANTAGEOUS, PURSUANT TO SECTION
18-85(A) OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED;
WAIVING THE REQUIREMENTS FOR SAID PROCEDURES; FURTHER
AUTHORIZING THE ACCEPTANCE OF A DONATION FROM THE
PERPETUAL LOVE L TRUST, LLC OR AN AFFILIATE THEREOF
("CENTNER"), WITH A MINIMUM VALUE OF TEN MILLION DOLLARS
($10,000,000), IN THE FORM OF A RECREATIONAL FACILITY TO BE
CONSTRUCTED ON THE CITY OF MIAMI OWNED PROPERTY LOCATED AT
150 NORTHEAST 19 STREET, MIAMI, FLORIDA KNOWN AS BISCAYNE
PARK ("PARK"); FURTHER AUTHORIZING THE CITY MANAGER TO
NEGOTIATE AND EXECUTE A DONATION AND CONSTRUCTION
AGREEMENT WITH CENTNER, IN A FORM ACCEPTABLE TO THE CITY
ATTORNEY, PROVIDING FOR CENTNER TO CONSTRUCT ON THE PARK
THE RECREATIONAL FACILITY AT CENTNER'S SOLE COST AND EXPENSE;
FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND
EXECUTE A REVOCABLE LICENSE AGREEMENT WITH CENTNER, IN A
FORM ACCEPTABLE TO THE CITY ATTORNEY, AUTHORIZING FOR
CENTNER TO PROVIDE LIMITED PROGRAMMING AT THE PARK AND FOR
CENTNER TO PAY FOR ALL MAINTENANCE AND SECURITY EXPENSES AT
THE RECREATIONAL FACILITY AT CENTNER'S SOLE COST AND EXPENSE,
AUTHORIZING CENTNER TO OPERATE CONCESSIONS WITHIN THE
RECREATIONAL FACILITY AND, PROVIDING THAT FIFTY PERCENT (50%)
OF ALL REVENUES GENERATED BY CENTNER SHALL BE PAID TO THE
CITY, WITH THE REMAINING AMOUNT TO BE UTILIZED BY CENTNER FOR
THE COST OF MAINTENANCE, OPERATIONS, AND SECURITY AT THE
PARK, FOR A TERM OF TEN (10) YEARS; FURTHER AUTHORIZING AND
DIRECTING THE CITY MANAGER TO TERMINATE THE EXISTING
REVOCABLE LICENSE AGREEMENT WITH THE PEOPLE UNITED TO LEAD
THE STRUGGLE FOR EQUALITY, INC. ON THE PARK; FURTHER
AUTHORIZING AND DIRECTING THE CITY MANAGER TO TERMINATE OR
AMEND THE EXISTING REVOCABLE LICENSE AGREEMENT WITH TEMPLE
ISRAEL OF GREATER MIAMI, INC. AS NECESSARY TO PERMIT THE
DEVELOPMENT OF THE FACILITY ON THE PARK; FURTHER AUTHORIZING
THE CITY MANAGER TO EXECUTE ANY AND ALL OTHER NECESSARY
DOCUMENTS, ALL IN FORMS ACCEPTABLE TO THE CITY ATTORNEY, IN
ORDER TO IMPLEMENT THE ACCEPTANCE OF SAID DONATION AND
IMPLEMENTATION OF THE DONATION AND CONSTRUCTION AGREEMENT
AND REVOCABLE LICENSE AGREEMENT.
City of Miami Page 1 of 4 File ID: 11785 (Revision:) Printed On: 11/9/2022
DocuSign Envelope ID: 0966FA47-ED69-4F92-ABAC-B4B068085D9D
File ID: 11785 Enactment Number: R-22-0153
SPONSOR(S): Commissioner Alex Diaz de la Portilla
WHEREAS, the City of Miami's ("City") owns the property located at 150 Northeast 19th
Street, Miami, Florida, known as Biscayne Park ("Park"); and
WHEREAS, on October 22, 2020 the City Commission passed Resolution No. R-20-
0352 directing the City Manager to negotiate with the David and Leila Centner Family
Foundation Inc. for the potential donation of ten million dollars ($10,000,000) to invest in park
space in the City of Miami ("Resolution"); and
WHEREAS, such Resolution further required the negotiations to include public input
including input from the School Board of Miami -Dade County and the OMNI Community
Redevelopment Agency; and
WHEREAS, the City wishes to permit the development of a state of the art recreational
facility ("Facility") at the Park and accept the donation thereof, which shall have a value of at
least ten million dollars ($10,000,000); and
WHEREAS, on April 5, 2022, the City held a public meeting at the Centner Academy to
obtain public feedback on the proposed Facility, including input from representatives of the
School Board of Miami -Dade County and the OMNI Community Redevelopment Agency; and
WHEREAS, the City desires to enter into a Donation and Construction Agreement for
Centner to access and construct upon the Park to develop the Facility by The Perpetual Love L
Trust, LLC or an affiliate of the David and Leila Centner Family Foundation Inc. ("Centner") at
Centner's sole cost and expense and donate the same to the City; and
WHEREAS, the City further desires to enter into a Revocable License Agreement
authorizing for Centner to provide limited programming at the Park, to pay for all maintenance
and security expenses at the recreational facility at Centner's sole cost and expense,
authorizing Centner to operate concessions within the recreational facility and, providing that
fifty percent (50%) of all revenues generated by Centner shall be paid to the City, with the
remaining amount to be utilized by Centner for the cost of maintenance, operations, and
security at the Park, for a term of ten (10) years; and
WHEREAS, the City has an existing Revocable License Agreement dated March 19,
1996 with the People United to Lead the Struggle for Equality, Inc. on the Park, which is
terminable at will by the City with thirty (30) days' notice ("PULSE License"); and
WHEREAS, the Licensee under the PULSE License has not been active on the site for a
significant amount time and the development of the Facility will require the termination of the
PULSE License; and
WHEREAS, the City also has an existing Revocable License Agreement dated August
23, 2002 with Temple Israel of Greater Miami, Inc. on the Park, which is terminable at will by the
City with thirty (30) days' notice ("Temple License"); and
WHEREAS, the development of the Facility will require the use of a portion of the land
subject to the Temple License; and
WHEREAS, the City wishes to terminate the PULSE License and either partially
terminate or amend the Temple License in order to facilitate the development of the Facility; and
City of Miami Page 2 of 4 File ID: 11785 (Revision:) Printed on: 11/9/2022
DocuSign Envelope ID: 0966FA47-ED69-4F92-ABAC-B4B068085D9D
File ID: 11785 Enactment Number: R-22-0153
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF
MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the Preamble of this Resolution are
adopted by reference incorporated as if fully set forth in this section.
Section 2. The City Manager is authorized' to accept a donation from Centner, with a
minimum value of ten million dollars ($10,000,000), in the form of a recreational facility to be
constructed upon the Park.
Section 3. By a four -fifths (4/5ths) affirmative vote, after an advertised public hearing,
the City Manager's recommendation and finding, attached and incorporated as Exhibit "A," that
competitive negotiation methods and procedures are not practicable or advantageous to the
City pursuant to Section 18-85(a) of the Code of the City of Miami, Florida, is ratified, approved,
and confirmed, the requirements for said procedures are waived, and the City Manager's
recommendations and finding, attached and incorporated as Exhibit "A," that Centner is the
most qualified organization to provide the herein described services, is approved.
Section 4. The City Manager is further authorized' negotiate and execute a Donation
and Construction Agreement, in a form acceptable to the City Attorney, with Centner, providing
for Centner to access and construct upon the Park a recreational facility at Centner's sole cost
and expense.
Section 5. The City Manager is further authorized' to negotiate and execute a
Revocable License Agreement, in a form acceptable to the City Attorney, with Centner,
providing for Centner to provide limited programming at the Park, to pay for all maintenance and
security expenses at the recreational facility at Centner's sole cost and expense, authorizing
Centner to operate concessions within the recreational facility and, providing that fifty percent
(50%) of all revenues generated by Centner shall be paid to the City, with the remaining amount
to be utilized by Centner for the cost of maintenance, operations, and security at the Park, for a
term of ten (10) years.
Section 6. The City Manager is further authorizedi and directed to terminate the PULSE
License.
Section 7. The City Manager is further authorized' and directed to terminate or amend
the Temple License as necessary to permit the development of the Facility on the Park.
Section 8. The City Manager is further authorized' to execute any and all other
necessary documents, all in forms acceptable to the City Attorney, including, without limitation,
a termination and/or amendment of all existing license agreements within the Park, in order to
implement the acceptance of said donation and implementation of the Donation and
Construction Agreement and Revocable License Agreement.
Section 9. This Resolution shall become effective immediately upon its adoption and
signature of the Mayor.2
1 The herein authorization is further subject to compliance with all legal requirements that may be
imposed, including but not limited to those prescribed by applicable City Charter and City Code
provisions.
City of Miami Page 3 of 4 File ID: 11785 (Revision:) Printed on: 11/9/2022
DocuSign Envelope ID: 0966FA47-ED69-4F92-ABAC-B4B068085D9D
File ID: 11785 Enactment Number: R-22-0153
APPROVED AS TO FORM AND CORRECTNESS:
dez, ity ttor
ey 5/4/2022
2 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 4 of 4 File ID: 11785 (Revision:) Printed on: 11/9/2022
DocuSign Envelope ID: 0966FA47-ED69-4F92-ABAC-B4B068085D9D
Detail by Entity Name
FLORIDA DEPARTMENT of STATE
DIVISION OF CORPORATIONS
DIVISION of
,,,,51044r,Z CORPORATIONS
an official Stale of Fiorida website
Department of State / Division of Corporations / Search Records / Search by Entity Name /
Detail by Entity Name
Foreign Limited Liability Company
PERPETUAL LOVE L TRUST, LLC
Filing Information
Document Number M18000008674
FEI/EIN Number 83-2661686
Date Filed 09/20/2018
State DE
Status ACTIVE
Principal Address
3921 ALTON RD, #465
MIAMI BEACH, FL 33140
Mailing Address
3921 ALTON RD, #465
MIAMI BEACH, FL 33140
Registered Agent Name & Address
CORPORATION SERVICE COMPANY
1201 HAYS STREET
TALLAHASSEE, FL 32301-2525
Authorized Person(s) Detail
Name & Address
Title P
MANDEL, JAMIE B, ESQ
3921 ALTON RD, #465
MIAMI BEACH, FL 33140
Title Manager
DLC Capital Management
3921 ALTON RD, #465
MIAMI BEACH, FL 33140
Annual Reports
Report Year Filed Date
2020 06/19/2020
https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&search NameOrder=PERPET... 1 /2
DocuSign Envelope ID: 0966FA47-ED69-4F92-ABAC-B4B068085D9D
2021
2022
04/15/2021
04/11/2022
Detail by Entity Name
Document Images
04/11/2022 -- ANNUAL REPORT
04/15/2021 -- ANNUAL REPORT
06/19/2020 -- ANNUAL REPORT
04/22/2019 -- ANNUAL REPORT
09/20/2018 -- Foreign Limited
View image in PDF format
View image in PDF format
View image in PDF format
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Florida Department of State, Division of Corporations
https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&search NameOrder=P ERPET... 2/2
Olivera, Rosemary
From: Lila, Sandy
Sent: Monday, November 14, 2022 7:43 AM
To: Lee, Denise; Olivera, Rosemary
Cc: Hannon, Todd; Lorenzo, Jacqueline; Hernandez, Barbara
Subject: Matter ID 20-2473 Perpetual Love L Trust, LLC - 11/10/22
Attachments: ACDA_Routing_Package_Perpetual_Love_L_Trust,_LLC_(Biscayne_Park).pdf
Good morning,
Please find attached the fully executed copy of an Access, Construction and Donation Agreement from
DocuSign that is to be considered an original agreement for your records.
Matter ID 20-2473 Perpetual Love L Trust, LLC - 11/10/22
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
0: (305)416-1461
1