HomeMy WebLinkAbout24142AGREEMENT INFORMATION
AGREEMENT NUMBER
24142
NAME/TYPE OF AGREEMENT
PERPETUAL LOVE L TRUST, LLC
DESCRIPTION
REVOCABLE LICENSE AGREEMENT/STATE-OF-THE-ART
RECREATIONAL FACILITY/FILE I D : 11785/R-22-0153/MATTE R
ID: 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:0E5A564E-AAF3-480A-96D4-52245571C7EC
CITY OF MIAMI
DOCUMENT ROUTING FORM
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31.10
U H
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: $ TBD 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):
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. Upon the successful completion and conveyance of the of the Facility to the City, the City
desires to have food and beverage service to be provided to the general public through concession operations at the
facility.
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 1
13:07:38
EST
PRINT: Jacqu
SIGNATURE.
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SUBMITTED TO RISK MANAGEMENT
November 10, 2022
I 18:07:12
EST
PRINT: Ann-Mioommy:
SIGNATURE:
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Assigned ACA: N/A
SUBMITTED TO CITY ATTORNEY
Matter ID#: 20-2473 November 10, 2022
14:37:10
EST
PRINT: Victor
SIGNATURE:
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M�iulcFzed by:
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APPROVAL BY ASSISTANT CITY MANAGER
November 10, 2022
I 18:23:40
EST
PRINT: Larry
SIGNATURE:
M. ppous gfted by:
RECEIVED BY CITY MANAGER
November 10, 2022
17:38:48
EST
PRINT: Arthur
SIGNATURE:
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,-DocuSigned by:
Ai-4- Noriev,
ATTESTED BY THE CITY CLERK
1) ONE ORIGINAL TO CITY CLERK,
November 10, 2022
18:28:20
EST
PRINT: Todd
SIGNATURE:
—aj CFOC67zaeasa...
B. Hannon
DocuSigned by:
E46D7560DCF1459...
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
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REVOCABLE LICENSE AGREEMENT
This Revocable License Agreement ("Agreement") is entered this 10th day of November 2022 (but is
effective as of the Commencement Date as hereinafter defined) by and between the CITY OF MIAMI, a
municipal corporation of the State of Florida ("City"), PERPETUAL LOVE L TRUST, LLC, a foreign
limited liability company (hereinafter "Licensee"), organized under the laws of the State of Florida, together
the Parties ("Parties").
RECITALS
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");
WHEREAS, Licensee wishes to develop a state-of-the-art recreational facility, which shall include
a structure suitable for concessions, on the Property for the benefit of the City, its residents and visitors (the
"Facility"), and donate said Facility to the City in fee simple upon completion of construction, a conceptual
of the Facility is attached as Exhibit "B";
WHEREAS, upon the successful completion and conveyance of the of the Facility to the City, the
City desires to have food and beverage service to be provided to the general public through concession
operations at the Facility;
WHEREAS, the City and the Licensee (hereinafter collectively referred to as the "Parties") desire
and intend to enter into this Agreement for the use of the Property;
WHEREAS, this Agreement is revocable at -will by the City and without the consent of the
Licensee;
WHEREAS, this Agreement does not transfer an interest the subject Property, including any
leasehold interest in the Property or any real property owned by the City;
WHEREAS, this Agreement does not confer a right to use the Property, or any real property owned
by City for any general purposes;
WHEREAS, this Agreement permits only certain, enumerated, specific, listed permitted uses and
does not permit anything further;
WHEREAS, this Agreement is subject to the audit and inspection rights set forth in Sections 18-
100 and 18-102 of the Code of the City of Miami, Florida as amended ("Code");
WHEREAS, this Agreement permits only certain enumerated, specific, listed permitted uses, and
does not permit anything further.
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WHEREAS, this Agreement confers no exclusive possession of the Property;
WHEREAS, this Agreement does not convey or transfer any right to exclude the City from any
real property;
WHEREAS, the City and Licensee desire to enter into this Revocable License Agreement;
WHEREAS, the Parties jointly and voluntarily stipulate as to the accuracy of these recitals;
NOW THEREFORE, in consideration of the mutual covenants set forth herein, the parties hereby
agree as follows:
AGREEMENT
ARTICLE I
DEFINITIONS
1.1 Recitals. The foregoing recitals are hereby incorporated and made a part of this Agreement.
1.2 Definitions.
(a) "Area(s)" shall mean the certain portions of the Property occupied as the Facility within
Biscayne Park, located at 150 NE 19th Street, Miami, Florida 33132, Miami, Florida,
designated for the Licensee's use.
(b) "City Manager" means the administrative head of the City's government who has been
appointed by the City Commission of the City of Miami in accordance with the provisions of
the Charter of the City of Miami, as amended, and who is authorized to execute this Agreement
and other documents including notices required hereunder.
(c) "City -sponsored Event" shall mean an event sponsored by the City on the Property.
(d) "Commencement Date" shall mean the date upon which the Facility has received a certificate
of occupancy and has been conveyed to and accepted by the City.
(e) "Concession Area" shall mean that certain portion ofthe Facility consisting of a concrete block
structure to be constructed for the purposes of providing food and beverage concessions in
accordance with this Agreement within the Park.
(f)
(g)
"Contract Administrator" shall mean the Director of Parks and Recreation for the City of
Miami.
"Director" shall mean the Director of the Department of Parks and Recreation for the City of
Miami.
(h) "Environmental 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 Tox\Substances Control Act; the Pollutant Discharge Prevention and Control
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(i)
Act; the Water Resources Restoration and Preservation Act; the Florida Air and Water
Pollution Control Act; the Florida Safe Drinking Water Act; and the Florida Environmental
Reorganization Act of 1975.
"Food and Beverage Services" shall mean on site preparation, storage, and sale of food and
beverages to the general public through counter service within the Concession Area.
(j) "Gross Revenues" shall mean the entire amount of the revenues generated, collected or
accrued, by the Licensee in connection with its use of the Park, including but not limited to
sales made or performed by means of mechanical or other vending devices on the Park, whether
such revenues shall be credit or cash or otherwise, and whether the foregoing be collected or
uncollected and shall include any finance charges or similar payments received by Licensee as
a result of any of the foregoing. Gross Revenues shall not include any amount of any sales,
use or gross sales tax imposed by any federal, state or governmental authority directly on sales
and collected from customers, provided that the amount is added to the selling price therein
and paid by the Licensee to such governmental authority. Additionally, Gross Revenues shall
not include verifiable independent third party expenses reasonably incurred by Licensee
directly resulting from its use of the Property pursuant to this Agreement provided the costs for
security, operations, and maintenance to be reimbursed to the City shall not be excluded from
Gross Revenues or otherwise reduce the amounts due to the City.
(k) "Inventory" shall mean furniture, fixtures and equipment owned by the City and located
within the Concession Area.
(1) "Licensee" shall mean Perpetual Love L Trust, LLC, a Florida limited liability company, or
it's assigns, provided that such assignee may only be an associated special purpose entity
subject to approval by the City Manager and not an independent third party.
(m) "Maintenance and Security Contribution" shall mean all costs associated with the
maintenance, operation, and security at the Property as may be incurred by the City for the safe
and continued operation of the Facility and any component thereof, including without
limitation the daily costs of providing water, sewer, internet/data service, electricity, and any
similar services to the Property.
(n) "Operating Schedule" shall mean such schedule provided annually in advance to the Contract
Administrator setting forth the dates and times that Licensee shall use the Facility. In no event
shall the Operating Schedule permit the Licensee to utilize greater than two-thirds of the
Facility during School Hours. In no event shall the Operating Schedule permit the Licensee to
utilize greater than one-third of the Facility during any hours of the facility's operation other
than School Hours.
(o) "Parties" shall mean the City and the Licensee.
(p)
(q)
"Permitted Use(s)" means the specific uses for which the Licensee has been authorized to
operate and use the designated Areas within the Property, namely, primarily for recreational
activities and ancillary uses as more particularly described in Section 3.1.
"Program Consultants" shall be other individuals or entities that provide activities at the
Property pursuant to an agreement with Licensee to provide activities and services as permitted
pursuant to Section 3.1 entitled "Permitted Use(s)". The City shall not be included in the
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definition of "Program Consultant."
(r) "Property" shall mean the approximately 5.39 acres of City -owned real property and
improvements located at 150 NE 19th Street, Miami, Florida, 33132 as more particularly known
as Biscayne Park and described in the map found in Exhibit "A" attached hereto and made a
part hereof.
(s) "Special Event" shall mean activities held within the Areas of the Property which exceed the
scope of the regular program activities conducted at the Property and outlined in this
Agreement.
(t) "Use Fee" is the monthly fee that Licensee shall pay to the City for the use of the Property.
ARTICLE II
COMMENCEMENT DATE, EFFECTIVE TERM AND RENEWAL
2.1 Commencement Date. The Commencement Date of this Agreement shall commence upon the
successful completion and conveyance of the Facility and a certificate of occupancy has been
conveyed to and accepted by the City and shall continue until terminated as provided herein (the
"Term"). In the event that the Facility is not successfully conveyed to and accepted by the City in
the manner required under this Agreement, the Term shall not commence, and this Agreement shall
have no further force or effect.
ARTICLE III
PERMITTED USES AND MANNER OF PROPERTY USE
3.1 Permitted Use(s). The City of Miami Parks Department will manage the facility, subject to
Licensee's reservation rights listed herein. Licensee has requested access to the Property for the
purpose of performing those activities that are customary and incidental to the educational and
recreational programs at the Academy, including its successors and assigns. Subject to the
Operating Schedule and other conditions and limitations contained in this Agreement, the City
grants Licensee a reservation to the athletic field and courts during the Term of this Agreement for
school hours, which begin at 7:00 AM and end at 3:30 PM EST, Monday through Friday ("School
Hours"). School use of the facilities within the athletic complex shall occur during staggered times,
resulting in continuous public access and use of unreserved program areas. Licensee's right of first
reservation shall remain in effect during the term of the Agreement even if the climate -controlled
structure is removed from the Property for any reason whatsoever. On the Commencement Date
and on a biannual basis thereafter, Licensee shall provide the Contract Administrator with the
Operating Schedule. The City shall not be limited in reserving the Facility for public use at all other
times.
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Subject to existing zoning, all governmental restrictions and the issuance of this
Agreement, this Agreement authorizes the Licensee to occupy and use the Areas primarily for the
purpose of operating recreational activities at the Facility, concessions, limited special events, and
together with ancillary uses associated with such programs, and for no other purpose whatsoever
("Permitted Uses"). For the avoidance of doubt, in no event shall any adult entertainment or
promotion of illicit activities occur on the Property. The Licensee shall request prior written consent
from the City Manager and the Director to use the Areas and Property for any other use, and
Licensee shall not be authorized to use the Areas and Property for that use until the Licensee has
received the written consent of the City Manager and the Director, which consent may be approved,
conditioned or withheld in their collective discretion.
Licensee shall ensure that all Licensee's programs will be staffed during the program's
hours of operation and that all children participating in the Licensee's program(s) shall be fully
supervised. Licensee shall be authorized to provide food and beverage services as described under
Article V of this Agreement. Provided that applicable laws are amended to allow the sale and
consumption of beer and wine at the Property, Licensee shall have the right to sell beer and wine
beverages to patrons of the Facility provided that Licensee first secures all necessary state and local
licenses.
3.2 Neighborhood Farmer's Market & Picnic Venues: In the interest of further activating the
Property for community use, the Licensee shall have the right to use the open -aired passive park
located outside of the Facility on the western boundary of the Property, as depicted and described
on the Concept Plans ("Passive Park"), for a farmer's market during one weekend each month,
subject to availability as set forth in the Operating Schedule and further subject to the public use
requirements provided in this Agreement including without limitation the City's Code, including
without limitation Chapter 62. For the avoidance of doubt, all revenue secured from the
neighborhood farmer's market shall be included in the revenue allocation provided in this
Agreement. Licensee shall have the right to use the Passive Park as a picnic venue, subject to
availability as set forth in the Operating Schedule and further subject to the public use requirements
provided in this Agreement. Onsite food preparation in the Passive Park shall be prohibited.
Notwithstanding the foregoing, visitors to the Passive Park may order food and nonalcoholic
beverages by offsite delivery services.
3.3 Special Events. Parties, receptions, conferences, meetings, socials, and any other Special
Events will be permitted via a Parks Use permit only. Licensee shall not host any Special Event
without first obtaining the prior written approval of the Director, which approval may be
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withheld, conditioned, or approved in the Director's sole discretion. Any violation of these
prohibitions may result in the termination of this Agreement pursuant to the terms of this
Agreement. Absent any authorized written waivers as described under this Agreement, Licensee's
failure to obtain the required Special Events permit and to pay any and all required fees shall
constitute a violation of this Agreement and cause for subsequent termination within the terms of
Article herein. City hereby grants to Licensee the right of first refusal to hold special events on the
Property ("Licensee Events") subject to the issuance of special event permits and further subject to
compliance with the Operating Schedule and public use requirements provided in this Agreement.
Licensee Events shall be limited to twelve (12) events per year and each Licensee Event shall be
limited to a duration of three consecutive days. Licensee shall provide six (6) months prior written
notice of all Special Events.
3.4 Manner of Property Use. Licensee's use of the Property is nonexclusive, and Licensee
acknowledges that the City and other users may use the Property and Licensee's use shall not
conflict with other Property users. Licensee acknowledges and agrees to abide by the terms and
obligations related to this Agreement as to the Permitted Uses, manner of operation, designated
use areas and maintenance and utility obligations.
3.5 Duty to Operate for Public Purpose. Licensee, at all times during Licensee's use of the Areas
shall: (i) utilize the Areas solely in furtherance of the Permitted Uses described in Section 3.1
herein; (iii) operate recreational programs serving children and teenagers; and (iv) from time
to time, upon request of the City, furnish the City with current disclosure information with
respect to the identity of the officers and directors of Licensee's corporation.
3.6 Interest Conferred By This Agreement. This Agreement confers no exclusive possession or
tenancy of the Area or Property. The Licensee cannot exclude the City from the Area. Licensee
agrees that this Agreement has been issued by the City to authorize Licensee to occupy the
Areas solely for the limited purposes set forth herein.
This Agreement solely authorizes Licensee to the temporary use of the Area for the
limited purposes set forth herein and for no other purpose. The Parties hereby agree that the
provisions of this Agreement do not constitute a lease. The rights of Licensee hereunder are
not those of a tenant but, are a mere personal privilege to do certain acts of a temporary
character described herein on the Property and to use the Area, subject to the terms of this
Agreement. The City retains dominion, possession, and control of the Area. Therefore, no
lease interest in the Area is conferred upon Licensee under the provisions hereof Licensee does
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not and shall not claim at any time any interest or estate of any kind or extent whatsoever in
the Area by virtue of this Agreement or its use of the Area hereunder. Additionally, Licensee
does not and shall not claim at any time any interest or estate of any kind or extent whatsoever
in the Area by virtue of any expenditure of funds by the Licensee for Improvements,
construction, repairs, partitions, or alterations to the Area which may be authorized by the City.
ARTICLE IV
PROGRAMMING ACTIVITIES
4.1 Fiscal and Park Management.
(a) No Funding from City. The City is not providing any funding to the Licensee under this
Agreement. Accordingly, notwithstanding anything contained herein to the contrary, the
provisions of this Agreement that may be interpreted to impose any funding or other monetary
contribution obligations on the City to the Licensee shall not apply.
(b) Maintenance & Security Costs. The City shall operate the Park and the Facility.
Notwithstanding anything contained herein to the contrary, Licensee shall be required to
provide the City with the Maintenance and Security Contribution for ten (10) years. Licensee
shall have the right to retain a security company to secure the Facility and the Property and that
the retention of said security company is exempt from the City's competitive solicitation
requirements. Licensee shall pay, at its sole cost and expense, all costs associated with said
security contract(s) for ten (10) years.
(c) Assignments. The Licensee shall not assign this Agreement to another party or otherwise
subcontract any portion of this Agreement to another party without the prior written approval
from the City in its sole discretion.
(d) Compliance. The Licensee agrees to maintain and ensure its compliance, as applicable, with
federal, state, county, and local laws.
4.2 Removal of Facility.
(a) Casualty. In the event of a casualty resulting in the destruction of the climate controlled
athletic complex by more than fifty percent (50%) of its replacement cost value, including
labor and material costs, Licensee may elect to reconstruct the climate controlled athletic
complex at its sole cost and expense or, in the alternative, remove the canvas enclosure and
convert the Property to an open-air athletic complex, which shall also be completed at
Licensee's sole expense and cost. Destruction of the climate controlled athletic complex
shall mean damage to the facility that makes the facility uninhabitable, either in whole or
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in part. In no event shall the City be required to reconstruct the facility.
(b) Useful Life. At the termination of the useful life of the climate controlled athletic complex,
Licensee may elect to reconstruct the climate controlled athletic complex at its sole cost
and expense or, in the alternative, remove the canvas enclosure and convert the Property
to an open-air athletic complex, which shall also be completed at Licensee's sole expense
and cost. The useful life of the climate controlled athletic complex shall not be less than 20
years from the date of installation. In no event shall the City be required to reconstruct the
facility.
4.3 Insurance Requirements. On the Commencement Date, the Licensee shall provide the City's Risk
Management Department original Certificates of Insurance in accordance to Exhibit "D", which is
attached hereto and is incorporated herein. Failure by the Licensee to comply with this Section shall
be a material breach of this Agreement. The City will not permit Licensee to utilize the Park until all
required Certificates of Insurance have been provided to and have been approved by the City.
(a) Certificate Holder.
Certificate holder must read:
The City of Miami, Florida
c/o Risk Management Department
444 S.W. 2nd Avenue, 9th Floor
Miami, Florida 33130
(b) Classification and Rating. All insurance policies required above shall be issued by companies
authorized to do business under the laws of the State of Florida, with the following
qualifications:
The company must be rated no less than "A-" as to management, and no less than "Class V"
as the financial strength, by the latest edition of Best's Insurance Guide, published by A.M.
Best Company, Oldwick, New Jersey, or its equivalent, subject to the reasonable approval of
the City.
The Licensee and/or the Licensee's insurance agent, as applicable, shall notify the City, in
writing, of any material changes in insurance coverage, including, but not limited, to any
renewals of existing insurance policies, not later than thirty (30) days prior to the
Commencement Date of making any material changes to the insurance coverage except for ten
(10) days for lack of payment changes. The Licensee shall be responsible for ensuring that all
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applicable insurances are maintained and submitted to the City for the duration of this
Agreement.
In the event of any change in the Licensee's Programming, the City may increase, waive or
modify, in writing any of the foregoing insurance requirements. Any request by the Licensee
to decrease, waive or modify any of the foregoing insurance requirements shall be approved,
in writing, by the City to any such decrease, waiver or modification.
In the event that an insurance policy is canceled, lapsed or expired during the effective period
of this Agreement, the City shall not permit the Licensee to utilize the Park until a new
Certificate of Insurance required under this Section is submitted and approved by the City. The
new insurance policy shall cover the time period commencing from the date of cancellation of
the prior insurance policy.
The City may require the Licensee to furnish additional and different insurance coverage, or
both, as may be required from time to time under applicable federal or state laws or the City
requirements. Provision of insurance by the Licensee, in no instance, shall be deemed to be a
release, limitation, or waiver of any claim, cause of action or assessment that the City may have
against the Licensee for any liability of any nature related to performance under this Agreement
or otherwise.
All insurance required hereunder may be maintained by the Licensee pursuant to a master or
blanket policy or policies of insurance.
4.4 Records, Reports, Audits and Monitoring. The provisions of this Section shall survive the expiration
or termination of this Agreement, consistent with Florida laws.
(a) Accounting Records. The Licensee shall keep accounting records that conform to generally
accepted accounting principles (GAAP). All such records will be retained by the Licensee for
not less than three (3) years beyond the last date that all applicable terms of this Agreement
have been complied with, and program specific audits have been completed by the City.
However, if any audit, claim, litigation, negotiation or other action involving this Agreement
or modification hereto has commenced before the expiration of the retention period, then the
records shall be retained until completion of the action and resolution of all issues which arise
from it, or until the end of the regular retention period, whichever is later.
(b) Program Specific Audit. City reserves the right to audit the records of the Licensee at any
time during the performance of the Agreement, and for a period not less than three (3) years
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beyond the last date that all applicable terms of this Agreement have been complied with, and
final payment has been received. The Licensee agrees to provide to the City all financial and
other applicable records and documentation relevant to the Programming provided pursuant to
this Agreement.
(c) Access to Records. The Licensee shall permit access to all records including subcontractor
records, which relate to this Agreement at its place of business during regular business hours.
The Licensee agrees to deliver such assistance as may be necessary to facilitate a review or
audit by the City to ensure compliance with the terms of this Agreement. The City reserves
the right to require the Licensee to submit to an audit by an auditor of the City's choosing and
at the City's expense.
(d) Public Records. Licensee 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 Licensee 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. Licensee's failure or refusal to comply
with the provisions of this Section shall result in immediate termination of the Agreement by
the City. Pursuant to the provisions of Chapter 119.0701, Florida Statutes, Licensee must
comply with the Florida Public Records Laws, specifically Licensee must:
i. Keep and maintain public records that ordinarily and necessarily would be required
by the City in order to perform the service/Programming.
ii. 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.
iii. Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law.
iv. Meet all requirements for retaining public records and transfer, at no cost to the
City, all public records in possession of the Licensee upon termination of this
Agreement and destroy any duplicate public records that are exempt or confidential
and exempt from public records disclosure requirements.
v. All records stored electronically must be provided to the City in a foiniat
compatible with the information technology systems of the City.
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(e) Survival. Licensee agrees that any of the obligations in this Section 4.3.8 will survive the term,
termination, and cancellation hereof.
IF LICENSEE HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,
FLORIDA STATUTES, TO LICENSEE'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.
4.5 Licensing. The Licensee (and any subcontractors, as applicable,) shall obtain and maintain in full force
and effect during the term of this Agreement any and all licenses, certifications, approvals, insurances,
permits and accreditations, required by the City, Miami -Dade County, State of Florida, or the Federal
Government. The Licensee must be qualified and registered to do business in the State of Florida both
prior to and during the Effective Term with the City.
4.6 Staff and Volunteer Background Check Requirements. All employees, agents, servants, partners,
or principals of the Licensee at the Property and all individuals made a part of the reservation of areas
of the Donated Improvements, including volunteers, by the Licensee shall successfully complete Level
II background checks, and shall be monitored by Licensee Licensee on a continuous basis to ensure
ongoing compliance.
4.7 Regulatory Compliance.
(a) Non -Discrimination and Civil Rights. The Licensee shall not discriminate against an
employee, volunteer, agent, servant, partner, principal, or participant of the Licensee on the
basis of race, color, gender, pregnancy, marital status, familial status, sexual orientation,
religion, ancestry, national origin, disability, or age.
The Licensee shall demonstrate that it has standards, policies, and practices necessary to
render programming in a manner that respects the worth of the individual and protects and
preserves the dignity of people of diverse cultures, classes, races, religions, sexual orientation,
ages, and ethnic backgrounds.
The Licensee agrees to abide by Chapter 11A of the Code of Miami -Dade County ("County
Code"), as amended, which prohibits discrimination in employment, housing and public
accommodations; Title VII of the Civil Rights Act of 1968, as amended, which prohibits
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discrimination in employment and public accommodation; the Age Discrimination Act of
1975, 42 U.S.C. Section 6101, as amended, which prohibits discrimination in employment
because of age; Section 504 of the Rehabilitation Act of 1973, 29 U.S.C. § 794, as amended,
which prohibits discrimination on the basis of disability; and the Americans with Disabilities
Act, 42 U.S.C. §12101 et seq., which prohibits discrimination in employment and public
accommodations because of disability.
(b) Conflict of Interest. The Licensee represents that the execution of this Agreement does not
violate the City's Conflict of Interest Code, Miami Dade County's Conflict of Interest and
Code of Ethics Ordinance, and Florida Statutes §112 as amended, which are incorporated
herein by reference as if fully set forth herein. The Licensee agrees to abide by and be governed
by these conflict -of -interest provisions throughout the course of this Agreement and in
connection with its obligations hereunder.
(c) Licensing. The Licensee shall obtain and maintain in full force and effect during the term of
this Agreement any and all licenses, certifications, approvals, insurances, permits and
accreditations, required by the City, Miami -Dade County, State of Florida, or the Federal
Government. The Licensee must be qualified and registered to do business in the State of
Florida both prior to and during the Term.
(d) Sexual Harassment. The Licensee shall complete an incident report in the event a program
participant, employee, agent, servant, partner, principal or subcontractor makes an allegation
of sexual harassment, sexual misconduct or sexual assault by another program participant,
employee, agent, servant, partner, principal or subcontractor arising out of the performance of
this Agreement and the Licensee has knowledge thereof. The Licensee shall provide written
notification to the City within three (3) business days after the Licensee is informed of such an
allegation. The Licensee shall provide written notification to the City, within seven (7)
business days, if any legal action which is filed as a result of such an alleged incident.
(e) Proof of Policies. The Licensee and subcontractor, as applicable, shall keep on file copies of
its policies including but not limited to confidentiality, incident reporting, sexual harassment,
non-discrimination, equal opportunity and/or affirmative action, Americans with Disabilities
Act, and drug -free workplace.
4.8 Publicity. All publicity, public relations, advertisements and signs within the control of the Licensee
must recognize the City for the support of all contracted activities and be reviewed and approved by
the City prior to release or distribution. No press conference regarding the Programming being
provided by the Licensee under this Agreement shall be scheduled without the prior written consent of
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the City.
4.9 Publications. The Licensee agrees to supply the City, without charge, up to three copies of any
publication developed in connection with implementation of programs addressed by this Agreement.
Such publications will be reviewed and approved by the City prior to release or distribution and state
that the program is supported and funded by the City. The Licensee agrees that the City will have use
of copyrighted materials developed under this Agreement to the extent provided in, and subject to, the
provisions of Sections 4.319 and 4.3.20 below.
4.10 Convrights and Right to Data/ Materials. Where activities supported by this Agreement produce
original writing, data, sound recordings, pictorial reproductions, drawings or other graphic
representations and works of similar nature, the City has a license to reasonably use, duplicate and
disclose such materials in whole or in part in a manner consistent with the purposes and terms of this
Agreement, and to have others acting on behalf of the City to do so, provided that such use does not
compromise the validity of any copyright, trademark or patent. The Licensee agrees to allow the City
and others acting on behalf of the City to have reasonable use of the same consistent with the purposes
and terms of this Agreement, at no cost to the City, provided that such use does not compromise the
validity of such copyright, trademark or patent. Licensee shall not manufacture, use, display, or
otherwise employ any facsimile or reproduction of the city seal without the express approval of the city
commission.
Licensee acknowledges and agrees that Licensee and its employees, contractors, subcontractors,
and other representatives may be photographed or recorded while at the Park. Licensee hereby grants
and conveys to the City all right, title, and interests in any and all such photographs, images, video,
audio, and audio recordings created by the City or any City representatives in connection with the Park.
Moreover, Licensee hereby irrevocably consents to and grants to the City and anyone authorized by the
City, the exclusive right to use of any and all (i) photographs, (ii) audio and audio recordings; and (iii)
video and video recordings containing the image or likeness of Licensee, its employees, contractors,
subcontractors, and any other representatives of Licensee, for any lawful purpose whatsoever in
connection with the City's activities.
This Agreement is subject to the provisions, limitations and exceptions of Chapter 119, Florida
Statutes, regarding public records. The Licensee is responsible for payment of required licensing fees
if intellectual property owned by any parties other than Licensee is incorporated by the Licensee into
the services required under this Agreement. Such licensing should be in the exclusive name of the
Licensee. Payment for any licensing fees or costs arising from the use of others' intellectual property
shall be at the sole expense of the Licensee.
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Licensee shall indemnify and hold harmless the City from any and all claims of Licensee's
employees, contractors, subcontractors, or other representatives related to or in connection with any of
the foregoing. The provisions of this Section shall survive the expiration of earlier termination of this
Agreement.
4.11 Breach of Programming Provisions.
(a) Breach. A material breach by the Licensee shall have occurred under this Agreement if the
Licensee fails to fulfill any of its obligations under this Agreement. Waiver of breach of
any provisions of this Agreement shall not be deemed to be a waiver of any other breach
and shall not be construed to be a modification of the terms of this Agreement. Licensee
agrees to report to City of a breach in writing immediately after Licensee learns of said
breach.
(b) Remedies. If the Licensee fails to cure any monetary breach of this Agreement within ten
(10) days, or in the case of a non -monetary breach within thirty (30) days after receiving
written notice from the City identifying the breach, the City may pursue any or all of the
following remedies:
i. The City may, at its sole discretion, enter into a written performance improvement plan
with the Licensee to cure any breach of this Agreement as may be permissible under
state or federal law. Any such remedial plan shall be an addition to this Agreement
and shall not affect or render void or voidable any other provision contained in this
Agreement, costs, or any judgments entered by a court of appropriate jurisdiction.
ii. The City may terminate this Agreement by giving written notice to the Licensee of
such termination and specifying the date of termination at least five (5) business days
before the effective date of termination. In the event of such termination, the City may
(a) request the Licensee to deliver to the City clear and legible copies of all finished or
unfinished documents, studies, surveys, reports prepared and secured by the Licensee
within the Park subject to the rights of the Licensee as provided for herein; and (b)
terminate or cancel, without cause, any other agreements entered into between the City
and the Licensee by providing separate written notices to the Licensee of each such
termination and specifying the effective date of termination, which must be at least five
(5) business days before the effective date of such termination, in which event the City
shall continue to review and pay verifiable requests for payment as provided for in
such other agreements for services that were performed and/or for deliverables that
were substantially completed prior to the effective date of such termination. The
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Licensee shall be responsible for their direct and indirect costs associated with such
termination, including their own attorney's fees. Prior to the effective date of
termination, the Licensee shall promptly cease using the City's logo, seal and/or any
other reference to the City in connection with such Services, and shall promptly return,
to the City, such logos, seals, and other items provided by the City. Notwithstanding
anything in this Agreement to the contrary, the City may only terminate this Agreement
after an affirmative four -fifths (4/5) vote of the City Commission of the City of Miami.
iii. The City may seek enforcement of this Agreement including but not limited to filing
an action with a court of appropriate jurisdiction. In the event litigation, arbitration, or
mediation, between the parties hereto, arises out of the terms of this Agreement, each
party shall be responsible for its own attorney's fees, costs, charges, and expenses
through the conclusion of all appellate proceedings, and including any final settlement
or judgment.
(c) Survival. The provisions of this Section shall survive the expiration or termination of this
Agreement.
4.12 Programming Indemnification by Licensee. The Licensee agrees to indemnify, hold/save
harmless, release, and defend at its own costs and expense, the City, its officials, and employees from
claims (collectively referred to as "Indemnitees") and each of them from and against all loss, costs,
penalties, fines, damages, claims, expenses, 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 negligent performance or non-performance, of the
Services/Programming contemplated by this Agreement (whether active or passive), of the Licensee or
its employees or subcontractors, which is directly caused, in whole or in part, by any act, omission,
default or negligence (whether active or passive or in strict liability) of the Licensee, or any of them, or
(ii) the failure of the Licensee to comply materially with any of the requirements herein, or (iii) the
failure of the Licensee 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
even if it is alleged that the City, its officials and/or employees were negligent. The Licensee expressly
agrees to indemnify, hold/ save harmless, release, and defend at its own costs and expense, the
Indemnitees, or any of them, from and against all liabilities which may be asserted by an employee or
former employee of the Licensee, or any of its subcontractors, as provided above, for which the
Licensee's liability to such employee or former employee would otherwise be limited to payments
under state Workers' Compensation or similar laws. The Licensee further agrees to indemnify, hold/
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save harmless, release, and defend at its own costs and expense, 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 the Licensee's negligent performance under this
Agreement, compliance with which is left by this Agreement to the Licensee, and (ii) any and all claims,
and/or suits for labor and materials furnished by the Licensee or utilized in the performance of this
Agreement or otherwise. The Licensee's obligations to indemnify, hold/ save harmless, release, and
defend at its own costs and expense, the Indemnitees shall survive the termination/expiration of this
Agreement. The Licensee understands and agrees that any and all liabilities regarding the use of any
subcontractor for Services related to this Agreement shall be borne solely by the Licensee throughout
the duration of this Agreement and that this provision shall survive the termination or expiration of this
Agreement, as applicable.
The City hereby covenants that it will not and does not hereby waive any rights, privileges or
other benefits granted by the laws of sovereign immunity, as may be amended, including, but
not necessarily limited to, those rights in tort actions, recovery limits, and limitation on attorney
fees.
4.13 Autonomy. The Parties agree that the Licensee and its employees, agents, servants, partners,
principals are independent contractors, and not agents or employees of the City. They shall not attain
any rights, status or benefits under the Civil Service or Pension Ordinances of the City, or any rights,
status or benefits generally afforded classified or unclassified employees, temporary or permanent, by
virtue of this Agreement. Further, the Licensee and its employees, agents, servants, partners, principals
and subcontractors shall not be entitled to any of the Florida Worker's Compensation benefits,
healthcare benefits, or Unemployment Compensation benefits, available to employees of the City. In
the event this Agreement is terminated, with or without cause, neither the Licensee nor its employees,
agents, servants, partners, principals and subcontractors shall have recourse to any City grievance or
disciplinary procedures. Access to, and use of, City Parks and Recreation facilities does not alter the
status of the Licensee and its employees, agents, servants, partners, principals and subcontractors as
independent contractors.
ARTICLE V
CONCESSION LICENSE
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5.1 Concession Generally.
(a) Description of Concession. The City grants to Licensee, subject to the exceptions and
conditions hereinafter set forth, the privilege to occupy the Concession Area for the purpose of
providing Food and Beverage Services and for no other purpose whatsoever without prior
written consent of the City Manager, which consent may be conditioned or withheld at City
Manager's sole discretion, and which may require additional consideration.
(b) Naming of the Concession Area. In consideration of the obligations of Licensee set forth
herein, the CBS building shall be named "Centner Pavilion at Biscayne Park" during the Tenn
of this Agreement. Subject to the naming of the CBS building as provided herein, all other
naming and signage rights are reserved by the City in accordance with the City's ordinances.
(c) Operation of Concession. Upon the Commencement Date and throughout the Term, the
Licensee shall provide Food and Beverage Services in a manner consistent with similar
concessions continuously, in accordance with a scheduled to be approved by the Director.
(d) Sanitation. The Licensee shall, at its sole cost and expense, maintain and keep fixtures,
equipment and personal property, whether owned by the Licensee, the City, or third parties,
and all parts of the Concession Area, in a clean and sanitary condition satisfactory to the City.
Licensee is responsible for all janitorial related services including the necessary equipment and
cleaning supplies to fulfill the janitorial requirements for the cleaning of the Concession Area
upon the close of business of each working day. The Licensee shall provide the Food and
Beverage Services in strict compliance with all applicable Federal, State and local laws and
regulations.
(e) Quality and Price Control. As a condition of this Agreement, the Licensee agrees to comply
with standards of quality as may from time to time be adopted by the City in order to ensure
attainment of quality of Food and Beverage Services as hereinabove set forth. It is the intention
of the parties that all matters such as prices, portions and quality of food and beverages shall
be the same as, or better than that available in comparable concessions in the Greater Miami
area and for that purpose all such matters shall be proposed by the Licensee but shall be subject
to the prior written approval of the Director.
(f) Food and Beverage Warranty. Licensee warrants that all merchandise dispensed or served
hereunder (cafeteria, vending, and/or catering services) shall, in all respects, be suitable for
human consumption and, in particular, it shall conform to whatever Federal, State, county and
local health laws which relate to it.
(g) Licensee Responsibilities. The Licensee covenants and agrees that Licensee shall, at its sole
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cost and expense, operate, manage and maintain the Concession Area, provide the Food and
Beverage Services required under this Agreement and further specifically agrees as follows:
Licensee shall, at its sole cost and expense:
- Purchase all food, beverages, supplies and materials necessary for the operation
of Food and Beverage Services.
Provide and replace, as necessary, all short life smallware including, but not
limited to, all paper products, plastic ware, silverware, dishes, glasses, cups,
bowls, cookware, cooking utensils, serving utensils, uniforms, tablecloths, trays,
laundry items, and cleaning supplies.
Furnish, and remove all decorations and promotional material for merchandising
in serving and dining areas.
- Provide all pest control services in the Concession Area.
- Provide all cleaning and janitorial services for the Concession Area including but
not limited to emptying of trash containers; wiping all tables and chairs,
microwave, windowsill; cleaning of equipment, walls and floor tiled areas using
a safe method for the grease removal without damaging the equipment and
building surfaces.
- The Licensee shall, at its sole cost and expense, pay all federal, state and local
taxes which may be assessed against its operations, equipment, or merchandise
while in or upon the Park.
- The Licensee shall, at its sole cost and expense, provide telephone service for its
own use.
- The Licensee shall be responsible for security at the Concession Area during the
scheduled hours of operation. The Licensee shall ensure that all appropriate
equipment and lights have been turned off and appropriate doors locked at the
close of operation within the Concession Area each day and ensure that no cash
is left on the Park.
- The Licensee shall provide the Contract Administrator with the name, phone
number, pager number and cellular phone number of a management individual
that will be available at any time to call in the case of emergencies. This
individual must be available by phone 24 hours a day, seven days a week.
- Licensee shall assume all operating costs except as provided herein, retain all
receipts and be responsible for payment of all labor, food, operating supplies and
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all other general administration expenses.
- Licensee shall, at its sole cost and expense, be responsible for the provision,
installation, repair and preventive maintenance of all food service equipment
necessary to operate the Park that is not part of the Inventory.
- Licensee shall, at its sole cost and expense, provide proper cleaning and removal
of grease monthly from exhaust hoods and at least two semi-annual range hood
system inspections or more often if circumstances dictate and the proper
maintenance and removal of grease from grease traps not less than twice per year.
Licensee shall further be responsible for providing, at its sole cost and expense,
plumbing maintenance and repair caused by its use of the Concession Area.
Licensee shall be responsible for compliance of any applicable laws to operate
the business and to provide copies of the operational licenses, permits and
required inspection certificates to the Contract Administrator upon request.
(h) Furnishings and Equipment. The furnishings, fixtures, and equipment ("FF&E") at the
Facility shall be the sole property of the City. The Licensee may use such FF&E located within
the Concession Area, free of any charge, and the Licensee hereby accepts the use of such
Inventory "as is" and "where is". The Licensee, at its sole cost and if needed, shall repair,
replace, and/or maintain all Concession Area FF&E according to reasonable standards
acceptable to the City. Documentation of said repairs or replacements shall be maintained and
provided to the City. The Licensee shall not remove or replace any of the items listed in the
Inventory from the Park without the prior written consent of the Director. Licensee shall, at its
sole cost and expense, be responsible for the normal operation, cleaning, preventative
maintenance, reasonable care and repair of all the Inventory.
(i) Garbage Removal and Recycling. The Licensee shall, at its sole cost and expense, provide a
sufficient number of trash and garbage receptacles within the Concession Area and other areas
designated for its use, and for the use by its customers. The Licensee shall, at its sole cost and
expense, be responsible for the disposal of such receptacles and the removal of trash and
garbage from the Park utilizing acceptable environmental techniques and canisters. All trash
and garbage collected by the Licensee must be removed at the time of collection and sent to
areas designated by the Contract Administrator.
(j) Utilities. The Licensee shall be solely responsible for the cost and expense, to furnish air
conditioning, heat, hot and cold water, lights, electric current, sewage, gas, and utilities and
shall have installed metering devises which measures the Concession's usage of utilities. The
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Licensee must abide by the rules, regulations, schedules and practices that may be set forth by
the City, in its reasonable discretion. When necessary to protect the health, safety and welfare
of the Park and the public, including, but not limited to, reason of accident, emergency or for
any other cause beyond the reasonable control of the City, the City reserves the right to
interrupt, curtail or suspend the provision of any utility service, including but not limited to,
heating, ventilating and air conditioning systems and equipment serving the Concession Area,
to which the Licensee may be entitled hereunder.
The City shall in no respect be liable for any failure of the utility companies or governmental
authorities to supply utility service to Licensee or for any limitation of supply resulting from
governmental orders or directives. No diminution or abatement of Monthly Use Fee or other
charges, nor damages, shall be claimed by Licensee by reason of the City's or other individual's
interruption, curtailment or suspension of a utility service, nor shall this Concession Agreement
or any of Licensee's obligations hereunder be affected or reduced thereby.
(k) Parking. City shall not be responsible for providing parking to Licensee.
(1) City Access to Facility. City and its authorized representative shall have at all times access to
the Park assigned to the Licensee. City will maintain a complete set of keys to the Concession
Area. Licensee shall immediately provide keys to the City for any new equipment or key
changes. Key changes must be approved in writing, in advance by the Contract Administrator.
(m) Performance Review/Inspections. Licensee's Manager will schedule formal meetings with
Contract Administrator ninety (90) days after the Commencement Date and semi-annually
thereafter, to review all aspects of Licensee's performance under this Agreement. The Licensee
shall present to City operational issues, completed programs, ideas for new programs,
improvements and financial results.
(n) Condition of Premises. Licensee accepts the Concession Area in its present condition and
state of repair and without any representation by or on behalf of the City, and agrees that the
City shall, under no circumstances, be liable for any latent, patent or other defects in the
Concession Area. 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 or surface water, or soil matter or condition and the Premises are
accepted in "AS IS" condition. Licensee represents that it has been afforded the opportunity
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and has the expertise, or the resources necessary to engage others with the expertise, to fully
inspect and examine the condition of the Areas and Licensee has concluded that the existing
condition of the Areas is acceptable to Licensee and suitable for. Licensee's intended
operations.
5.2 Payments.
(a) Payment and Funding by Licensee. Notwithstanding anything contained in the Agreement to the
contrary, it is agreed to by the parties that all Gross Revenues generated by the Licensee from the
Facility and the Property (with the exception of Special Events which shall be paid as provided
below), as further defined below, shall be evenly split between the parties. On or before February
28 of each calendar year, Licensee shall provide to the City annual accounting statements of all
Gross Revenues generated from the Facility and the Property for the previous calendar year. The
fifty percent (50%) revenue allocation to the Licensee shall be used to offset the maintenance,
operational and security costs associated with the Facility and the Property. The fifty percent (50%)
revenue allocation to the City shall be paid by Licensee to the City regardless of the foregoing
costs. Licensee shall pay to the City the revenue and profit allocation on or before April 30 of each
calendar year. Licensee shall pay the City Twenty-five percent (25%) of all Gross Revenues
generated from Special Events at the Property. The City shall have the right, as it may require, and
at its sole discretion, to audit Licensee's accounts to ensure that all revenue and profit are
appropriately allocated and disbursed.
(b) Returned Check Fee. In the event any check is returned to the City as uncollectible, the Licensee
shall pay to City a returned check fee (the "Returned Check Fee") based on the following schedule:
Returned Amount Returned Check Fee
$00.01 - 50.00 $20.00
$50.01 - 300.00 $30.00
$300.01 - 800.00 $40.00
OVER $800 5% of the returned amount.
The Returned Check Fee shall constitute additional fees due and payable, to City by Licensee,
upon the date of payment of the delinquent payment referenced above. Acceptance of Returned
Check Fee by City shall, in no event, constitute a waiver of Licensee violations with respect to
such overdue amount nor prevent City from the pursuit of any remedy to which City may
otherwise be entitled.
(c) Late Fee. In the event any installment of the monthly fee is not received by the City within five
(5) days of the same becoming due, Licensee shall pay the City a late charge of ten percent (10%)
of the total amount due. Such late fee shall constitute additional fees due and payable to City by
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Licensee upon the date of payment of the delinquent payment referenced above. Acceptance of
such late charge by City shall, in no event, constitute a waiver of Licensee's violations with respect
to such overdue amount nor prevent City from the pursuit of any remedy to which City may
otherwise be entitled. Any amount not paid to the City within fifteen (15) days after the date on
which such amount is due shall bear interest at the maximum rate permissible by law from its due
date until paid. Payment of such interest shall not excuse or cure any violation by the Licensee.
5.3 Personnel.
(a) Personnel Generally. For the avoidance of doubt, as part of Licensee's responsibly to reimburse
the City for expenses, Licensee shall, at its own expense, shall be responsible for all costs
associated with the City's staffing of personnel at the Facility.
5.4 Indemnification With Respect to Concession License. Licensee shall indemnify, protect, defend and
hold City free and harmless from and against any and all claims, liabilities, penalties, forfeitures, losses
and expenses (including attorneys' fees) or death of or injury to any person or damage to any property
whatsoever, arising from or caused in whole or in part, directly or indirectly, by the presence in or about
the Park of any Hazardous Materials placed in or about the Park by Licensee or at Licensee's direction
or used by Licensee or by Licensee's failure to comply with any laws governing Hazardous Materials
or in connection with any removal, remediation, cleanup, restoration and materials required hereunder
to return the Concession Area and any other property of whatever nature to their condition existing
prior to the appearance of the Hazardous Materials. The City hereby covenants that it will not and
does not hereby waive any rights, privileges or other benefits granted by the laws of sovereign
immunity, as may be amended, including, but not necessarily limited to, those rights in tort
actions, recovery limits, and limitation on attorney fees.
5.5 Records and Auditing.
(a) Records of Sales. During the term of this Agreement and any extension thereto, Licensee shall
maintain and keep, or cause to be maintained and kept at the Concession Area or such other location
in Miami to be approved by Contract Administrator, a full, complete and accurate record and
account of all Gross Revenues arising or accruing by virtue of its operations conducted at or from
the Concession Area and Park, for each day of the term and all extensions thereof. All records and
accounts including sales slips (which will be serially numbered), cash register tapes, bank
statements or duplicate deposit slips, mail orders, telephone orders, settlement report sheet of
transactions with subcontractors, Licensees and licensees, income and sales tax returns and all other
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supporting records, shall be available for inspection and audit by the City and its duly authorized
agents or representatives during the hours of 8:00 AM to 5:00 PM, Monday through Friday, and
shall be in accordance with generally accepted accounting principles. Licensee must provide point
of sale machines or such other cash registers or accounting control equipment deemed reasonably
necessary and consented to by the Contract Administrator, for proper control of cash and payments
whether such transaction is a cash or credit transaction. Licensee shall keep and preserve, or cause
to be kept and preserved, said records for not less than thirty-six (36) months after the payment of
the Concession Fee due under the terms hereof. For the same period of time, Licensee shall also
retain copies of all sales and tax returns covering its operations at the Park, and any other
governmental tax or other returns, which show Licensee's sales therein, and shall, upon demand,
deliver photographic copies thereof to the City at no cost. The Licensee will cooperate with the
City's internal auditors (or such other auditors designated by City) in order to facilitate the City's
examination of records and accounts.
(b) Audits. Commencing within sixty (60) days after the end of each Calendar Year, as hereinafter
defined, the Licensee shall deliver or cause to be delivered to the City of Miami, Department of
Parks and Recreation, 444 S.W. 2nd Avenue, Miami, FL 33130, a Gross Revenue report for the
prior Agreement year, certified by an independent certified public accountant ("CPA") employed
at the Licensee's sole cost and expense. Said CPA shall certify that he made a complete
examination of the books, state sales tax returns, and federal income tax returns of Licensee and
that such report (hereinafter the "Audited Gross Revenue Report") is prepared in accordance with
generally accepted accounting principles and practices and represents the Gross Revenue of the
Licensee for the period indicated therein. "Calendar Year" shall mean each twelve-month period
commencing on January 1st and expiring December 31st of each year. In the event the
Commencement Date falls between July 1st and December 31st, the Licensee shall not be required
to file a certified financial statement for its first calendar year of operation at the Park until the end
of the following Calendar Year.
In the event the Licensee fails to prepare or deliver any required Audited Financial Statement to
the City within the time set forth above, the City may elect to exercise either or both of the following
remedies:
i. To treat, as a default of this Agreement, any such omission continuing after thirty (30)
days notice thus entitling the City, without further notice, to exercise its right to cancel
this Agreement and resort to other legal remedies; and/or
ii. To cause an audit and/or accounting, pursuant to the provisions of this Agreement to
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be made at the sole cost and expense of Licensee. Licensee shall pay the full cost of
such audit within ten (10) days of receipt of an invoice indicating the cost of such audit.
Notwithstanding the above, at its option, City may cause, at any time within sixty (60) months of
receipt of any Concession Fee furnished by Licensee, a complete audit to be made of Licensee's
business affairs, records, files, sales slips and sales tax records in connection with Licensee's sales
on, from or related to the Park for the period covered by any such statement furnished by
Licensee. If such audit shall disclose an underpayment of fees, Licensee shall pay City any
unpaid balance within thirty (30) days of receipt of notice from City that such balance is due. If
such audit shall disclose an overpayment, City shall credit any such overpayments to future rents
due.
Licensee shall allow the City or the auditors of the City to inspect all or any part of the
compilation procedures for the aforesaid monthly reports. Said inspection shall be reasonable
and is 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 Park or at such other location in
Miami, which may be approved by the Contract Administrator.
The acceptance by City of payments of the Concession Fee shall be without prejudice to City's
right to conduct an examination of Licensee's books and records of its Gross Revenues and
inventories of merchandise on or for the Park in order to verify the amount of annual Gross
Revenues made by Licensee in and from the Concession Area and Park.
5.6 Alterations and Improvements to Concession Area.
(a) Alterations. Licensee shall not make or permit to be made any construction, repairs,
alterations, additions, partitions or changes to the Concession Area (hereinafter collectively
called "Alterations") without the prior written consent of the Contract Administrator. Licensee
shall have the right to remove any movable personal property and trade fixtures that it places
in or at the Park provided a list is itemized and provided to the City in advance of placing it at
the Property. If any part of the Park is in any way damaged by the removal of such items, said
damage shall be repaired by Licensee at its sole cost and expense. Should Licensee fail to
repair any damage caused to the Park within ten (10) days after receipt of written notice from
City directing the required repairs, City shall cause the Park to be repaired at the sole cost and
expense of Licensee. Licensee 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. Failure to pay such invoice
shall be sufficient cause to terminate this Agreement. Notwithstanding the above, this
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Agreement may be terminated due to Licensee's failure to repair the Park as directed without
the necessity of City repairing the Park.
5.7 Liens and Encumbrances. The Licensee shall keep the Concession Area free and clear of any liens
and encumbrances. 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 materialman for the performance of any labor or the furnishing of any materials for any specific
Alteration, or repair of or to the Park nor as giving the Licensee the right, power or authority to contract
for or permit the rendering of any services or the furnishing of any materials that would give rise to the
filing of any mechanics liens or other encumbrance against the City's interest in Biscayne Park.
If any lien shall at any time be filed against the Park as a result of any Alteration undertaken by
Licensee, the Licensee shall cause it to be discharged of record within ten (10) days after the date the
Licensee has knowledge of its filing. If the Licensee shall fail to discharge a lien within that period,
then in addition to any other right or remedy, the City may, but shall not 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 in the event the City shall be entitled, if it so elects, to compel the prosecution of
any action for the foreclosure of the lien by the lien or and to pay the amount of the judgment, if any,
in favor of the lien or with interest, costs and allowances with the understanding that all amounts paid
by the City shall constitute an additional fee due and payable under this Agreement and shall be repaid
to the City by the Licensee immediately upon rendition of an invoice or bill by the City. The Licensee
shall not be required to pay or discharge any lien so long as the Licensee shall in good faith proceed to
contest the lien by appropriate proceedings and if the Licensee shall have given notice in writing to the
City of its intention to contest the validity of the lien and shall furnish and keep in effect a surety bond
of a responsible and substantial surety company reasonably acceptable to City or other security
reasonably satisfactory to City in an amount sufficient to pay one hundred ten percent (110%) of the
amount of the contested lien claim with all interest on it and costs and expenses, including reasonable
attorneys' fees, to be incurred in connection with it.
5.8 Insurance Related to Concession Area and Concessions. Licensee shall obtain and maintain
throughout the Term the types and amounts of insurance coverage set forth in Exhibit D, attached hereto
and incorporated herein by this reference, as may be amended by the Department of Risk Management
from time to time.
5.9 Damage to Licensee's Property.
(a) Risk of Loss. City shall not be liable for injury or damage to the property or merchandise of
the Licensee or its employee's, invitees, patrons occurring in or about the Park caused by or
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resulting from anyone or any peril whatsoever which may affect the Park, including, without
limitation, fire, steam, electricity, gas, water, rain, vandalism or theft which may leak or flow
from or into any part of the Park, or from the breakage, leakage, obstruction or other defects of
the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the
Concession Area or within the Park, or from hurricane or any act of God or any act of
negligence of any user of the facilities or occupants of the Park or any person whomsoever,
whether such damage or injury results from conditions arising upon the Concession Area, Park
or upon other portions of the Park or from other sources.
Notice of Damage. The Licensee shall give City prompt written notice of any fire, damage or
injury occurring in the Concession Area or Park.
Vandalism and Theft. Where vandalism or theft occurs to Licensee's machines, equipment or
operation, it shall be the sole responsibility and liability of Licensee to insure, repair or replace
damaged or stolen equipment at Licensee's expense within forty-eight (48) hours. All
vandalism shall be reported to the Contract Administrator immediately upon discovery. City
will not be responsible for any of Licensee's losses or thefts, and any such losses must be borne
solely by the Licensee out of its own funds they may not be used to diminish or be absorbed
by payment due the City.
ARTICLE VII
MAINTENANCE, REPAIRS AND IMPROVEMENTS
7.1 Condition of the Property and Maintenance. Licensee accepts the Area "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 Area or the Property.
Licensee, at its sole cost, shall maintain the exterior and interior of the Area 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. License shall be responsible for all repairs to the Area required. Licensee shall be responsible
for the maintenance and condition of the Area and shall perform repairs required in a timely manner so
as to prevent injury to person and waste to property. Licensee agrees to make all changes necessary to
the Area at Licensee's sole cost and expense in order to comply with all City, county, state and federal
code requirements for Licensee's use or occupancy thereof
7.2 Improvements. No additional improvements shall be allowed without the City's prior written consent,
at its sole and absolute discretion.
7.3 Additional Expenses. Under no circumstances will the City be liable for any costs or expenses incurred
by Licensee under this Agreement or as a result of its programs or related activities beyond those that
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are specifically set forth in this Agreement.
ARTICLE IX
CITY ACCESS TO PROPERTY AND LIABILITY
9.1 City Access to Property. City and its authorized representative(s) shall have at all times access to the
Area. City will maintain a complete set of keys to the Area. Licensee, at its sole cost and expense, may
duplicate or change key locks to the Area but not until first receiving written approval from the Director
for such work. In the event Licensee changes key locks as approved by the Director, Licensee, at its
sole cost and expense, must also provide to City a copy or copies of said keys, if more than one copy
is required.
The City shall have access to and entry into the Area at any time to (a) inspect the Area, (b) to
perform any obligations of Licensee hereunder which Licensee has failed to perform after written notice
thereof to Licensee, Licensee not having cured such matter within ten (10) days of such notice, (c) to
assure Licensee's compliance with the terms and provisions of this Agreement and all applicable laws,
ordinances, codes, rules and regulations, (d) to show the Property, inclusive of the Area, to prospective
purchasers or tenants, and (e) for other purposes as may be deemed necessary by the City Manager in
the furtherance of the City's corporate/municipal purposes; provided, however, that the City shall make
a diligent effort to provide at least 24-hours advance written notice and Licensee shall have the right to
have one or more of its representatives or employees present during the time of any such entry. The
City, its officials, employees and agents, shall not be liable for any loss, cost or damage to the Licensee
by reason of the exercise by the City of the right of entry described herein for the purposes listed above.
The making of periodic inspection or the failure to do so shall not operate to impose upon City any
liability of any kind whatsoever nor relieve the Licensee of any responsibility, obligations or liability
assumed under this Agreement.
9.2 No Liability and Indemnification. In no event shall the City be liable or responsible for injury, loss
or damage to the property, improvements, fixtures and/or equipment belonging to or rented by
Licensee, the Program Consultants, their officers, agents, employees, invitees or patrons occurring in
or about the Property that may be stolen, destroyed, or in any way damaged, including, without
limitation, fire, flood, steam, electricity, gas, water, rain, vandalism or theft which may leak or flow
from or into any part of the Property, or from the breakage, leakage, obstruction or other defects of the
pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the Areas or
Property, or from hurricane or any act of God or any act of negligence of any user of the facilities or
occupants of the Areas or Property or any person whomsoever whether such damage or injury results
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from conditions arising upon the Areas or Property or upon other portions of the Property or from other
sources. Licensee indemnifies the City its officers, agents and employees from and against any and all
such claims even if the claims, costs, liabilities, suits, actions, damages or causes of action arise from
the negligence or alleged negligence of the City, including any of its employees, agents, or officials.
Licensee further acknowledges that as lawful consideration for being granted the right to utilize
and occupy the Areas or Property, Licensee, on behalf of itself, its agents, invitees and employees, does
hereby release from any legal liability the City, its officers, agents and employees, from any and all
claims for injury, death or property damage resulting from Licensee's use of the Areas or Property. The
City hereby covenants that it will not and does not hereby waive any rights, privileges or other
benefits granted by the laws of sovereign immunity, as may be amended, including, but not
necessarily limited to, those rights in tort actions, recovery limits, and limitation on attorney
fees.
ARTICLE X
REVOCATION AND TERMINATION OF LICENSE AGREEMENT
10.1 Revocation by Request of Either of the Parties Without Cause. The City may revoke this
Agreement at any time without cause by giving not less than thirty (30) days written notice to the non -
revoking party prior to the effective date of the revocation provided the City has obtained 4/5ths
approval by the City Commission. This is a revocation for convenience clause and neither party shall
have any recourse against the other party due to the exercise of such revocation provided; however,
that Licensee must pay its fees due to the City under this Agreement through the effective date of such
revocation.
10.2 Revocation by City Manager For Cause. Licensee and its Program Consultants agree to abide by
each and every term and condition of this Agreement. If Licensee defaults, then, and in that event, after
ten (10) days written notice given to Licensee by the City Manager within which to cease such violation
or to begin to correct such deficiencies, and upon failure of Licensee to do so after such written notice,
within said ten (10) day period, this Agreement may be revoked only after a four -fifths (4/5) vote of
the City Commission of the City of Miami.
ARTICLE XI
NOTICES
11.1 Notices. All notices or other communications, which shall or may be given pursuant to this
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Agreement shall be in writing and shall be delivered by hand or registered mail addressed to the other
party at the address indicated herein. Such notice shall be deemed given on the day on which hand
delivered or mailed, on the fifth day after being posted or the date of actual receipt, whichever is earlier.
If to City of Miami:
With a copy to:
If to Licensee:
City Manager
City of Miami
3500 Pan American Drive
Miami, Florida 33133
City Attorney
City of Miami
444 SW 2nd Avenue, Suite 945
Miami, Florida 33130
Department of Parks & Recreation
City of Miami
444 SW 2nd Avenue, 8th Floor
Miami, Florida 33130
Depaitalent of Real Estate and Asset Management
City of Miami
444 SW 2nd Avenue, 3rd Floor
Miami, Florida 33130
Perpetual Love L Trust, LLC
3921 Alton Rd. # 465
Miami, Beach, Florida 33140
Attn: Jamie B. Mandel, Esq., President
ARTICLE XII
INDEMNIFICATION AND HOLD HARMLESS
12.1 Indemnification. Licensee shall indemnify, defend and hold harmless the City and its officials,
employees and agents (collectively referred to as "Indemnitees") and each of them from and against all
loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities
(collectively referred to as "Liabilities") by reason of any injury to or death of any person or damage to
or destruction or loss of any property arising out of, resulting from, or in connection with:
(i) the performance or non-performance of the 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 Licensee or its
employees, agents or subcontractors (collectively referred to as "Licensee"), regardless
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of whether it is, or is alleged to be, caused in whole or part (whether joint, concurrent
or contributing) by any act, omission or default or negligence (whether active or
passive) of the Indemnitees, or any of them or unless such injuries or damages are
ultimately proven to be the result of grossly negligent or willful acts or omissions on
the part of the City, its officials and/or employee; or,
(ii) the failure of the Licensee to comply with any of the sections herein or the failure of
the Licensee to conform to statutes, ordinances, codes, rules, or other regulations or
requirements of any governmental authority, federal or state, in connection with the
performance of this Agreement. Licensee expressly agrees to indemnify and hold
harmless the Indemnitees, or any of them, from and against all liabilities which may
be asserted by an employee or former employee of Licensee, or any of its
subcontractors, as provided above, for which the Licensee's liability to such employee
or former employee would otherwise be limited to payments under state Workers'
Compensation or similar laws.
Licensee further voluntarily and knowingly acknowledges that, as lawful consideration for being
granted the right to utilize and occupy the Area, Licensee, on behalf of itself, its agents, invitees and
employees, does hereby release from any legal liability the City, its officers, agents and employees,
from any and all claims for injury, death or property damage resulting from Licensee's use of the Area.
The Licensee affirms that the granting of this Agreement is good, sufficient and independent
consideration granted by the City for this Indemnification and Hold Harmless, which shall survive the
termination or expiration of the Agreement. The City hereby covenants that it will not and does
not hereby waive any rights, privileges or other benefits granted by the laws of sovereign
immunity, as may be amended, including, but not necessarily limited to, those rights in tort
actions, recovery limits, and limitation on attorney fees.
ARTICLE XIII
MISCELLANEOUS
13.1 Hazardous Materials.
(a) Environmental Warranty. Licensee shall, at its sole cost and expense, at all times and in all
respects comply with all federal, state and local laws, statutes, ordinances and regulations,
rules, rulings, policies, orders and administrative actions ("Hazardous Materials Laws"),
including, without limitation, any Hazardous Materials Laws relating to industrial hygiene,
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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", under any such laws, ordinances or
regulations (collectively "Hazardous Materials"). Licensee shall, at its sole cost and expense,
procure, maintain in effect and comply with all conditions of any and all permits, licenses and
other governmental and regulatory approvals relating to the presence of Hazardous Materials
within, on, under or about the Park required for Licensee's use of any Hazardous Materials in
or about the Park in conformity with all applicable Hazardous Materials Laws and prudent
industry practices regarding management of such Hazardous Materials. City recognizes and
agrees that Licensee may use materials in normal quantities that are applicable to the use of
the Park for the purposes stated herein and that such use by Licensee shall not be deemed a
violation of this Section, so long as the levels are not in violation of any Hazardous Materials
Laws. Upon termination or expiration of this Agreement, Licensee shall, at its sole cost and
expense, cause all Hazardous Materials, including their storage devices, placed in or about the
Park by Licensee or at Licensee's direction to be removed from the Park and transported for
use, storage or disposal in accordance and compliance with all applicable Hazardous Materials
Laws. Licensee may operate according to the custom of the industry so long as the use or
presence of Hazardous Materials is strictly and properly monitored according to all applicable
governmental requirements.
(b)Disclosure, Warning and Notice. Licensee acknowledges and agrees that all reporting and
warning obligations required under the Hazardous Materials Laws are the sole responsibility
of Licensee, whether or not such Hazardous Materials Laws permit or require the City to
provide such reporting or warning, and Licensee shall be solely responsible for complying
with Hazardous Materials Laws regarding the disclosure of, the presence or danger of
Hazardous Materials. Licensee shall immediately notify City, in writing, of any complaints,
notices, warning, reports or asserted violations of which Licensee becomes aware relating to
Hazardous Materials on or about the Park. Licensee shall also immediately notify City if
Licensee knows or has reason to believe a complaint, notice, warning, report or violation will
be released on or about the Park. Notwithstanding the above, Licensee must submit a list to
Contract Administrator of all chemical products (soaps, glass cleaners, detergents, degreasers,
etc.) it proposes to use in its operations. Such list shall be accompanied by a Material Safety
Data Sheet for each product. It shall be the responsibility of Licensee to keep the list updated
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as products are added or deleted and shall provide new or updated Material Safety Data Sheets
as conditions warrant. City reserves the right to require any product to be deleted from such
list if, in the sole opinion of the City, such product is causing damage to the Premises or is
unsafe.
(c) Survival of Obligations. The obligations of Licensee in this Section shall survive the
expiration or earlier termination of this Agreement.
13.2 Radon Gas. Radon is a naturally occurring radioactive gas that, when it has accumulated in a
building in sufficient quantities, may present health risks to persons who are exposed to it over time.
Levels of radon that exceed federal and state guidelines have been found in buildings in Florida.
Additional information regarding radon and radon testing may be obtained from your county public
health unit. Licensee may, have an appropriately licensed person test the Property for radon. If the
radon level exceeds acceptable EPA standards, the City may choose to reduce the radon level to an
acceptable EPA level, failing which either party may cancel this License.
13.3 Safety. Licensee will allow City inspectors, agents or representatives the ability to monitor its
compliance with safety precautions as required by federal, state or local laws, rules, regulations and
ordinances. By performing these inspections, the City, its agents, or representatives are not assuming
any liability by virtue of these laws, rules, regulations and ordinances. Licensee shall have no recourse
against the City, its agents, or representatives from the occurrence, non- occurrence or result of such
inspection(s). Upon issuance of a notice to proceed, the Licensee shall contact the Risk Management
Depaituient at (305) 416-1700 to schedule the inspection(s).
13.4 Assessments or Taxes. Licensee covenants and agrees to pay, before any fine, penalty, interest, or
costs is added for nonpayment, all municipal, county or state taxes assessed against the Property, the
concessions, any occupancy interest or personal property of any kind, owned by or placed in, upon or
about the Property or any component thereof due to or as a result of the activities of Licensee. In the
event Licensee appeals a tax, Licensee shall immediately notify City of its intention to appeal said tax
and shall furnish and keep in effect a surety bond of a responsible and substantial surety company
reasonably acceptable to City or other security reasonably satisfactory to City in an amount sufficient
to pay one hundred percent of the contested tax with all interest on it and costs and expenses, including
reasonable attorneys' fees, to be incurred in connection with it.
Failure of the Licensee to pay any Assessment or any installment payment thereof shall constitute
a violation under this Agreement.
13.5 Licenses, Authorizations and Permits. Licensee shall obtain, or cause to be obtained, and
maintain in full force and effect throughout the term of this Agreement, at its sole expense, all local,
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state and federal licenses, authorizations and permits that are necessary for Licensee to conduct its
commercial activities. Licensee shall be responsible for paying the cost of said applications and
obtaining said licenses, authorizations and permits.
13.6 Compliance with all Applicable Laws. Licensee accepts this Agreement and hereby
acknowledges that Licensee's strict compliance with all applicable federal, state and local laws, codes,
ordinances and regulations is a condition of this Agreement, and Licensee shall comply therewith as
the same presently exist and as they may be amended hereafter. This Agreement shall be construed and
enforced according to the laws of the State of Florida.
13.7 Surrender of Area and Property. In either event of termination or revocation of this Agreement,
Licensee shall peacefully surrender the Area broom cleaned and in good condition and repair together
with all alterations, fixtures, installation, additions and improvements which may have been made in or
attached on or to the Area. Licensee shall promptly remove all its personal property, trade fixtures and
equipment and Licensee shall repair any damage to the Area caused thereby. Should Licensee fail to
repair such damage to the Area within ten (10) days after receipt of written notice from City directing
the required repairs, City may cause the Area to be repaired at the sole cost and expense of Licensee.
Licensee shall pay City the full reasonable cost of such repairs within ten (10) days of receipt of an
invoice indicating the cost of such required repairs. At City's option, City may require Licensee to
restore the Area so that the Area shall be as it was on the Commencement Date of this Agreement. In
the event Licensee fails to remove its personal property, equipment and fixtures from the Area within
the time limit set by the notice, said property shall be deemed abandoned and thereupon shall become
the sole personal property of the City. The City, at its sole discretion and without liability, may remove
and/or dispose of same as City sees fit, all at Licensee's sole cost and expense.
13.8 Severability. It is the express intent of the parties that this Agreement constitutes a license and not
a lease. To further this intent, the parties agree as follows: (i) if any provision of this Agreement, or the
application thereof to any circumstance, suggest that a lease, rather than a license, has been created,
then such provision shall be interpreted in the light most favorable to the creation of a license and (ii)
if any provision of this Agreement, or the application thereof to any circumstance, is determined by a
court of competent jurisdiction to have created a lease rather than a license, then such provision shall
be stricken and, to the fullest extent possible, the remaining provisions of this Agreement shall not be
affected thereby and shall continue to operate and remain in full force and effect. With regard to those
provisions which do not affect the parties intent for this Agreement, should any provision, section,
paragraph, sentence, word or phrase contained in this Agreement be determined by a court of
competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of
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Florida or the City of Miami, such provision, section, paragraph, sentence, word or phrase shall be
deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then
same shall be deemed severable, and in either event, the remaining terms and provisions of this
Agreement shall remain unmodified and in full force and effect or limitation of its use.
13.9 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.
13.10 No Assignment or Transfer. Licensee shall not sell, assign this Agreement, or any part thereof to
any other party. The License granted by this Agreement is personal to the Licensee. Licensee cannot
assign, sell or transfer its privilege of occupancy and use granted unto it by this Agreement. Any
assignment, sale or disposition of this Agreement by Licensee, whether voluntary or involuntary,
contrary to the foregoing provision shall result in the automatic revocation of this Agreement without
notice by the City Manager.
13.11 Public Records. Licensee understands that the public shall have access, at all reasonable times, to
City contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by
the City and the public to all documents subject to disclosure under applicable law.
13.12 Conflict of Interest. Licensee 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, as amended, and agrees that it will fully
comply in all respects with the terms of said laws and any future amendments thereto. Licensee
covenants that no person or entity under its employ, presently exercising any functions or
responsibilities in connection with this Agreement, has any personal financial interests, direct or
indirect, with the City. Licensee further covenants that, in the performance of this Agreement, no
person or entity having such conflicting interest shall be utilized in respect to services provided
hereunder. Any such conflict of interest(s) on the part of Licensee, its employees or associated persons,
or entities must be disclosed in writing to the City.
13.13 Americans with Disabilities Act. Licensee shall affirmatively comply with all applicable
provisions of the Americans with Disabilities Act ("ADA") in the course of providing any work, labor
or services funded by the City including Titles I and II of the ADA (regarding nondiscrimination on the
basis of disability) and all applicable regulations, guidelines and standards. Additionally, Licensee shall
take affirmative steps to ensure nondiscrimination in employment of disabled persons.
13.14 Nondiscrimination. In the performance of this Agreement or any extension thereof, Licensee
and/or its authorized agents shall not discriminate in connection with its occupancy and use of the Area
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and improvements thereon, or against any employee or applicant for employment because of race,
ancestry, national origin, color, sex, religion, age, disability, familial status, marital status or sexual
orientation. Licensee and/or its authorized agents will 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.
13.15 Amendments and Modifications. No amendments or modifications to this Agreement shall be
binding on either party unless approved by the City Commission, approved as to legal form and
correctness by the City Attorney, provided in writing and signed by both parties.
13.16 Attornev(s') Fees. In the event it becomes necessary for either party to institute legal proceedings
to enforce the provisions of this Agreement, each party shall bear its own attorneys' fees through all
trial and appellate levels.
13.17 Litigation; Venue. Any dispute or civil action herein shall be resolved in the courts of Miami -
Dade County, Florida. The parties shall attempt to mediate any dispute without litigation. If the parties
agree to mediate any such dispute the standards and procedures of set forth in Chapter 44, Florida
Statutes, "Mediation Alternatives to Judicial Action", as amended, will apply. However, this is not
intended to establish mediation as a condition precedent before pursuing specific performance,
equitable or injunctive relief.
13.18 Waiver of Jury Trial. The Parties hereby knowingly, irrevocable, voluntarily and intentionally
waive any right either may have to a trial by jury in respect of any action, proceeding or counterclaim
based on this Agreement, or arising out of, under or in connection with this Agreement or any
amendment or modification of this Agreement, or any other agreement executed by and between the
parties in connection with this Agreement, or any course of conduct, course of dealing, statements
(whether verbal or written) or actions of any party hereto. This waiver of jury trial provision is a material
inducement for the City and Licensee entering into the subject transaction.
13.19 Waiver. 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 Licensee
with any of the covenants, conditions or provisions of this Agreement be construed as in any manner
changing the terms hereof to prevent the City from enforcing in full the provisions hereto, nor shall the
terms of this Agreement be changed or altered in any manner whatsoever other than by written
35
DocuSign Envelope ID:0E5A564E-AAF3-480A-96D4-52245571C7EC
agreement of the City and Licensee.
13.20 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.
13.21 No Interpretation Against Draftsmen. The Parties agree that no provision of this Agreement shall
be construed against any particular party and each party shall be deemed to have drafted this Agreement.
This Agreement is the result f negotiations between the Parties and has been typed/printed by one party
for the convenience of both Parties, and the Parties covenant that this Agreement shall not be construed
in favor of or against either of the Parties.
13.22 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.
13.23 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.
13.24 No Partnership. Nothing contained herein shall make, or be construed to make any party a
principal, agent, partner or joint venture of the other.
13.25 Headings. Title and section headings are for convenient reference and are not a part of this
Agreement.
13.26 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.
13.27 Execution Requirement. Licensee shall execute this Agreement no later than thirty (30) calendar
days following City Commission approval. Licensee's failure to execute the Agreement within this time
frame shall result in an automatic revocation of the City Commission's approval.
13.28 Bond Compliance. The Parties acknowledge that, if applicable, the Parties shall comply with any
and all bond obligations and restrictions, including but not limited to, Homeland
Defense/Neighborhood Improvements Improvement Bonds, Sunshine State Loan Pool and Internal
Revenue Service conditions.
13.29 Entire Agreement. This instrument and its attachments marked and incorporated herein constitute
the sole and only agreement of the Parties hereto and correctly set 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.
36
DocuSign Envelope ID:0E5A564E-AAF3-480A-96D4-52245571C7EC
THIS SPACE LEFT BLANK INTENTIONALLY
IN WITNESS WHEREOF, the parties hereto have executed this Agreement of the day and year
first above written.
DocuSigned by:
C5CA9355DC41454...
(Signature of Witness)
William W. Riley, Jr., Esq
"LICENSEE", a foreign limited liability company
DocuSigned by:
r-
57R9C3718&D4LE
(Signature of Licensee)
Jamie Mandel
(Print/Type Name of Witness) (Print/Type Name of Licensee)
3921 Alton Road #465, Miami Beach, FL 33140
(Address)
CITY OF MIAMI, a municipal
corporation of the State of Florida
DocuSigned by:
ATTEST: DocuSigned by: Qr�Pl�a
By: 850CF6C372DD42A...
E46D7560DCF1459...
Todd. BEI% erk
37
Arthur Noriega, City Manager
APPROVED AS TO LEGAL
FORM AND CORRECTNESS:
DocuSigned by:
g/LC1-7-1—>
By: F1EF90AF6FE0457...I
Victoria Mendez, City Attorney
APPROVED AS TO INSURANCE:
DocuSigned by:
By:
tram,. GowkV
27395C6318214E7...
Anne Marie Sharpe, Director of
Risk Management
DocuSign Envelope ID:0E5A564E-AAF3-480A-96D4-52245571C7EC
EXHIBIT "A"
LEGAL DESCRIPTION:
THE SOUTH'/2 OF THE NORTH'/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
MIAMI", 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 2' AVE.; THENCE N 00° 24' 43" W, AND ALONG THE
WEST RIGHT OF WAY LINE OF NE 2' 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
CEMENTERY 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
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
38
DocuSign Envelope ID:0E5A564E-AAF3-480A-96D4-52245571C7EC
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 OF THE NORTH
1/2 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)
39
DocuSign Envelope ID:0E5A564E-AAF3-480A-96D4-52245571C7EC
EXHIBIT "B"
(CONCEPT PLAN SHOWING CONCESSION AREA)
40
DocuSign Envelope ID:0E5A564E-AAF3-480A-96D4-52245571C7EC
DocuSign Envelope ID:0E5A564E-AAF3-480A-96D4-52245571C7EC
DocuSign Envelope ID:0E5A564E-AAF3-480A-96D4-52245571C7EC
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EXHIBIT "C"
(MAP OF BISCAYNE PARK FROM PROPERTY APPRAISER'S WEBSITE)
's OFFICE OF THE PROPERTY APPRAISER
Summary Report
Plop erty Mtn Malian
F olio:
01-31 3 6-000-0020
Properly Address:
150 N E t 9 ST
Miemk,FL 33132.1011
Outer
CITY OF MIAMI-DEPT OF P80
ASSET MANAGEMENT DIVISION
Mailing Address
444 SVV 2 AVE STE 0326
M I AM I, FL 33130-1910
PA Primary Zone
8000 COMMUNITY FACILITIES
Primary Land Use
8348 BOARD OF PUBLIC
INSTRUCTION : BOARD OF PUBLIC
INSTRUCTION
Beds/Baths/Half
01010
Floors
1
Living Units
0
Actual Area
Sq.Ft
Living Area
Sg,Ft
Adjusted Area
2,070 Sq.Ft
Lot Size
310.889 Sq.Ft
Year Built
1964
Assessment YtfoMali on
Year
2022
2021
2020
Land Value
$6,377,180
$9,377,190
$6,377,190
Building Value
$250,185
$220,163
T220,193
XF Value
$2,640
$2,640
$2,640
Market Value
$6,630,005
$8,599,963
$6.599,963
Assessed Value
$2,291 ,292
$2,082,993
$1,653,630
Benefits Information
Be nett
Type
2022
2021
2020
IIoMiOrnestead
Cep
Assessment
Reduction$9.338,713
$9.51 6,990
$4,706.353
Municipal
Exam ption
$2,291,292
$2,082,993
31,893,630
Note: Not all benef s are applicable to all Taxable Values 0.e. County, School
Board, City, Regional).
Short Legal Description
36 53 91 7.32 AC MIL
S112 OF N112 OF NE 114 Of NE114
LESS BEG 382.13FT5 & 35.97FTW OF
NE COR OF NE114 W225.53FT
5282.27FT E250.04FT N282.70FT TO
Generated On : 1119f2022
Taxable Value Information
20221 2021 2020
County
E xemption Value
$2,291 ,292
$2,082,993
$1 ,893,630
Taxable Value
$0
$0
$0
School B nerd
E xemption Value
$6,630,005
$6,699,983
$6,699,933
Taxable Value
$]
$0
$0
City
Exemption Value
$2,291 ,292
32,082,993
$1 ,893,630
Taxable Value
$0
$0.
$U
Ragland
Exemption Value
$2,291 .292'
$2,082,993
$1 ,893,630
Taxable Value
$0
$0
$0
Sales Information
Previous Sale
Price
OR Book -Page
Qualification D ascription
The Office of the Property Appraiser is continually edding and updating Ihe tax roll. This PI ebsike may notreflectthe most current information on record. The Property Appraiser
and Miami Dade Chum; assumes no liability, sea full disclaimer and user Agreement at http:/Yenev.miamidada.gov/info/ddelaimer.asp
Version.
45
DocuSign Envelope ID:0E5A564E-AAF3-480A-96D4-52245571C7EC
EXHIBIT "D"
INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE
PERPETUAL LOVE L 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
Primary Insurance Clause Endorsement
Worker's Compensation
Limits of Liability
Statutory -State of Florida
Waiver of subrogation
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
III. PROPERTY
Commercial Property Insurance covering the Business Personal Property owned
by the Licensee. Commercial property insurance shall, at a minimum, cover the
perils insured under the ISO Special Causes of Loss Special Form (CP 10 30), or
a substitute form providing equivalent coverages written on an All Risk or Direct
Physical Loss or Damage basis with no coinsurance, including wind and named
46
DocuSign Envelope ID:0E5A564E-AAF3-480A-96D4-52245571C7EC
storm coverage and hail not to exceed 5% deductible. Business income should
also be afforded relative to loss of rents.
IV. Umbrella Liability
Each Occurrence
Policy Aggregate
$1,000,000
$1,000,000
City of Miami listed as an additional insured. Coverage is excess follow
form over the general liability, auto policies and liquor policies.
V Auto Liability
Limits of Liability Per Accident
Owned or Scheduled Vehicles
Hired and Non Owned Auto Exposures
City listed as an additional insured.
VI. Liquor Liability, If Applicable
Each Common Cause
Policy Aggregate
City listed as an additional insured
$500,000
$1,000,000
$2,000,000
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.
DocuSign Envelope ID:0E5A564E-AAF3-480A-96D4-52245571C7EC
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:0E5A564E-AAF3-480A-96D4-52245571C7EC
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:0E5A564E-AAF3-480A-96D4-52245571C7EC
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:0E5A564E-AAF3-480A-96D4-52245571C7EC
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:0E5A564E-AAF3-480A-96D4-52245571C7EC
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:0E5A564E-AAF3-480A-96D4-52245571C7EC
2021
2022
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Florida Department of State, Division of Corporations
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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: RLA_Routing_Package_Perpetual_Love_L_Trust,_LLC_(Biscayne_Park).pdf
Good morning,
Please find attached the fully executed copy of a Revocable License 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
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