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HomeMy WebLinkAbout24322AGREEMENT INFORMATION AGREEMENT NUMBER 24322 NAME/TYPE OF AGREEMENT ALLAPATTAH COMMUNITY ACTION, INC. DESCRIPTION REVOCABLE LICENSE AGREEMENT/DAY CARE CENTER 1836 NW 22ND PLACE, MIAMI, FL/FILE ID: 12765/R-22- 0451/MATTER ID: 22-1267 EFFECTIVE DATE January 1, 2023 ATTESTED BY TODD B. HANNON ATTESTED DATE 3/21/2023 DATE RECEIVED FROM ISSUING DEPT. 3/22/2023 NOTE DOCUSIGN AGREEMENT BY EMAIL DocuSign Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095BBD10E2 CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: REAL ESTATE AND ASSET MANAGEMENT DEPT. CONTACT PERSON: Michael Rivers EXT. 1460 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: _Allapattah Community Action, Inc. Day Care IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? ❑ YES ® NO TOTAL CONTRACT AMOUNT: $ FUNDING INVOLVED? ❑ YES ® NO TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT LICENSE AGREEMENT ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT OTHER: (PLEASE SPECIFY): PURPOSE OF ITEM (BRIEF SUMMARY): License Agreement enclosed for Allapattah Community Action, Inc. Day Care that DREAM is requesting that the City Manager review and sign. COMMISSION APPROVAL DATE: 11/17/2022 FILE ID: 12765 ENACTMENT NO.: R-22-0451 IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION Date PLEASE PRINT AND SIGN APPROVAL BY DEPARTMENTAL DIRECTOR March 13, 2023 I 11:23:03 EDT PRINT: Andrew Frey SIGNATURE: r—DocuSigned by: AA.lrew G.). Frey �—'3AD076C SUBMITTED TO RISK MANAGEMENT March 13, 2023 I 12:L3:29 EDT PRINT: Ann -Marie Sharpe SIGNATURE: cr7C4C0... ,—DocuSigned by: Frame rawwvq Assigned ACA: Domini Gibbs-Sorey-- SUBMITTED TO CITY ATTORNEY Matter ID#: 22-1267 March 15, 2023 I O March 15, 2023 I 16: 10: 39: 25 EDT 46: 27 EDT PRINT: Victoria Mendez SIGNATURE: �27395C6318214E7... p—DocuSigned by: � �4--e APPROVAL BY ASSISTANT CITY MANAGER March 21, 2023 I 09:56:14 EDT PRINT: Larry M. Spring SIGNATURE: 'Rl-� JMhbl-EURb/... —DocuSigned by: bon 5pvil4 RECEIVED BY CITY MANAGER PRINT: Arthur Noriega V SIGNATURE: ,—DocuSigned by: A' �°"�5" ATTESTED BY THE CITY CLERK March 21, 2023 17: 1) ONE ORIGINAL TO CITY CLERK, 2) ONE COPY TO CITY ATTORNEY'S OFFICE, 3) REMAINING ORIGINAL(S) TO ORIGINATING DEPARTM ENT 42: 56 EDT PRINT: Todd B. Hannon"V SIGNATURE: r'�'/" 4`A... DocuSigned by: id E46D7560DCF1459... PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER DocuSign Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095BBD10E2 REVOCABLE LICENSE AGREEMENT ISSUED BY THE CITY OF MIAMI TO ALLAPATTAH COMMUNITY ACTION, INC., DAY CARE CENTER 1836 NW 22ND PLACE MIAMI, FLORIDA DocuSign Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095BBD10E2 TABLE OF CONTENTS 1. Recitals 6 2. Definition 6 3. Purpose 7 4. Interest Conferred by this Agreement 7 5. Manner of Property Use 8 6. Occupancy and Term 8 7. Continuous Duty to Operate 8 8. Use Fee 9 9. Late Fee 9 10. Worthless Check Draft 9 11. Guaranty Deposit 10 12. Services and Utilities 11 13. Reporting Requirements 12 14. Condition of the Property and Maintenance 15 15. Alterations, Additions or Replacements 15 16. Violations, Liens, and Security Interests 16 17. City Access to Property 17 18. Indemnification and Hold Harmless 18 19. Insurance 19 20. No Liability 19 21. Safety 20 22. Taxes and Fees 20 23. Revocation by Request of Either of the Parties Without Cause 20 24. Revocation by City Manager for Cause 21 25. Notices 21 26. Advertising 21 27. Hazardous Materials 22 28. Radon Gas 23 29. Licenses, Authorizations and Permits 23 30. Compliance with all Applicable Laws 24 31. Ownership of Improvements 24 32. Surrender of Property 24 33. Severability 25 34. Invalidity 25 35. No Assignment or Transfer 26 36. Public Records 26 37. Conflict of Interest 26 38. American with Disabilities 26 39. Nondiscrimination 27 40. Amendments and Modifications 27 41. Attorney(s') Fees 27 DocuSign Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095BBD10E2 42. Litigation; Venue 27 43. Wavier of Jury Trail 28 44. Indulgence Wavier 28 45. Time of Essence 28 46. No Interpretation Against Draftsmen 28 47. Further Acts 29 48. Third Party Beneficiary 29 49. No Partnership 29 50. Headings 29 51. Authority 29 52. Entire Agreement 29 53. Special Provisions 30 54. Electronic Signatures/Counterparts 30 EXHIBIT A - DESCRIPTION OF PROPERTY EXHIBIT B - REPORTING REQUIREMENTS EXHIBIT C - INSURANCE REQUIRMENTS EXHIBIT D - CITY RESOLUTION EXHIBIT E - ALLAPATTAH COMMUNITY ACTION, INC. BOARD RESOLUTION EXHIBIT F — PROPERTY DEED DocuSign Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095BBD10E2 REVOCABLE LICENSE AGREEMENT This Revocable License Agreement ("Agreement") is made and entered into this 1st day of Janaury , 2023 (Effective Date"), by and between the City of Miami a municipal corporation of the State of Florida, with address at 444 SW 2nd Avenue Miami, FL 33130("City") and Allapattah Community Action, Inc. ("Licensee"), a non-profit corporation incorporated under the laws of the State of Florida, with address at 1836 NW 22nd Place Miami, FL 33125. RECITALS WHEREAS, the City and Licensee ("Parties") desire and intend to enter into this Agreement for the use of City -owned property located at 1836 NW 22 Place, Miami, Florida ("Property'); and WHEREAS, Licensee's organizational purpose is to operate a low cost, day care service to qualifying area residents; and WHEREAS, the City and Licensee are parties to a Revocable License Agreement "RLA" dated August 13, 2007, where the initial term was for one hundred and twenty months (120) months; and WHEREAS, the City and Licensee entered into a second RLA dated December 5, 2012, where the initial term was for one hundred and twenty months (120) months; and WHEREAS, Licensee has continued to occupy the Property as shown in Exhibit A under the terms of the aforementioned RLA's ; and WHEREAS, Licensee has expressed its interest in continuing to utilize the Property; and WHEREAS, this Revocable License Agreement is not assignable; and WHEREAS, this Agreement is revocable -at -will by the City and without the consent of the Licensee; and WHEREAS, this Agreement does not transfer an interest in real property including any leasehold interest in real property owned by the City; and WHEREAS, this Agreement does not confer a right to use any real property for any general purposes; and DocuSign Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095BBD10E2 WHEREAS, this Agreement permits only certain, enumerated, specific, listed permitted uses and does not permit anything further; and 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 ("City Code"); and WHEREAS, this Agreement confers no exclusive possession of the Property; and WHEREAS, this Agreement does not convey or transfer any right to exclude the City from any real property; and WHEREAS, the City and Licensee desire and intend to enter into a Revocable License Agreement; and WHEREAS, the Parties jointly and voluntarily stipulate as to the accuracy of these recitals; NOW THEREFORE, in consideration of the mutual covenants set forth herein, the Parties hereby agree as follows: 1. Recitals. 1.1 The foregoing recitals are hereby incorporated and made a part of this Agreement. 2. Definitions. 2.1 "Contract Manager" is the City Manager for the City of Miami. 2.2 "Director" shall mean the Director of the Real Estate and Asset Management Department for the City of Miami. 2.3 "Effective Date" shall mean the date that is first written above. 2.4 "Hazardous Material Laws" means all applicable requirements of federal, state and local environmental, public health and safety laws, regulations, orders, permits, licenses, approvals, ordinances and directives, including but not limited to, all applicable requirements of: the Clean Air Act; the Clean Water Act; the Resource Conservation and Recovery Act, as amended by the Hazardous and Solid Waste Amendments of 1984; the Safe Drinking Water Act; the Comprehensive Environmental Response, Compensation and Liability Act, as amended by the Superfund Amendments and Reauthorization Act of 1986; the DocuSign Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095BBD10E2 Occupational Health and Safety Act; the Toxic Substances Control Act; the Pollutant Discharge Prevention and Control Act; the Water Resources Restoration and Preservation Act; the Florida Air and Water Pollution Control Act; the Florida Safe Drinking Water Act; and the Florida Environmental Reorganization Act of 1975. 2.5 "Parties" shall mean the City and the Licensee. 2.6 "Permitted Use" shall mean the use of the subject City -owned property primarily and principally as a child day care facility, and for no other purposes without the prior written consent of the City which may be withheld. 2.7 "Property' shall mean the City -owned real property and improvements containing approximately of 5,293 adjusted square feet of building space on a 28,600 square foot lot located at 1836 NW 22 Place, Miami, Florida, as more particularly described in Exhibit "A" attached hereto and made a part hereof. 3. Purpose. The City is the owner of the Property. The City has determined that the Property is not needed at this time by any of the City's offices or departments. The City has expressed its desire to assist the Licensee in accomplishing its purpose and in furtherance thereof authorizes the Licensee to occupy and use the Property for the agreed upon use, under the conditions hereinafter set forth. The use of the Property is strictly limited to the terms of this Agreement and is not to be used for any other purpose whatsoever. Any use of the Property not authorized under this Agreement must receive the prior written consent of the City, which consent may be withheld, denied, or conditioned for any or no reason, including, but not limited to additional financial consideration. 4. Interest Conferred by this Agreement. This Agreement confers no exclusive possession or tenancy of the Property. The Licensee cannot exclude the City from the Property. This Agreement solely authorizes Licensee to the temporary use of the Property 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 DocuSign Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095BBD10E2 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 Property, subject to the terms of this Agreement. The City retains dominion, possession, and control of the Property. Therefore, no lease interest in the Property is upon Licensee under the provisions hereof. Licensee does not and shall not claim at any time any interest or estate of any kind or extent whatsoever in the Property by virtue of this Agreement or its use of the Property hereunder. Additionally, Licensee does not and shall not claim at any time any interest or estate of any kind or extent whatsoever in the Property by virtue of any expenditure of funds by the Licensee for improvements, construction, repairs, partitions, or alterations to the Property which may be authorized by the City. 5. Manner of Property Use. Licensee's use of the Property is non-exclusive and Licensee acknowledges and agrees to abide by the terms and obligations as set forth in the services to be provided, manner of operation, use areas and maintenance and utility obligations, provided however, the City agrees not to enter into another Revocable License Agreement or other similar Agreement on this Property that would interfere with Licensee's ability to operate on the Property. 6. Occupancy and Term. This Agreement is revocable -at -will. Unless this Agreement is revoked or terminated as provided in this Agreement, this Agreement shall commence upon the Effective Date and shall continue, provided Licensee is not in violation of the Agreement, for a period of ten (10) years subject to a 30-day revocable provision until the earlier to occur of: (i) termination or cancellation by request of either of the Parties hereto, subject to the notice provisions of Paragraph 23, 'Revocation by Request of Either of the Parties Without Cause"; or, (ii) termination or cancellation pursuant to Paragraph 24, "Revocation By City for Cause. DocuSign Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095BBD10E2 7. Continuous Duty to Operate. Except where the Property is rendered unusable by reason of fire or other casualty, Licensee shall at all times during this Agreement, occupy the Property upon the Effective Date and shall thereafter continuously conduct operations in the Property in accordance with the terms of this Agreement 8. Use Fee. 8.1 Monthly Use Fee. In consideration of this Agreement, Licensee shall pay to City the following Monthly Use Fee as set forth in Subparagraph B below: 8.2 Manner of Payment. Commencing on the Effective Date of this Agreement, and on the first day of each month thereafter, during the term of the Agreement, Licensee shall pay to the City a monthly Use Fee in the amount of Fifty Dollars ($50.00), plus State of Florida Use Tax (if applicable) for the Licensee to use the Property, to the following address: City of Miami Department of Finance Attention: Cash Receipts Section 444 SW 2nd Avenue, 6th Floor Miami, Florida 33130 (Checks shall be made payable to the `'City of Miami") 9. Late Fees. In the event any Use Fee payment is not received by the City on or before the tenth (loth) day of the month, Licensee shall pay to City a late charge in an amount equal to three percent (3%) or Two Hundred Dollars ($250.00) per month, whichever is greater. Such late 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 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. DocuSign Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095BBD10E2 10. Worthless Check Draft. In the event any check is returned to the City as uncollectible, the Licensee shall pay to City a returned check fee ("Worthless Check Fee") based on the following schedule: Returned Amount Returned Check Fee $00.01 - $ 50.00 $50.01 - $300.00 $300.01 - $800.00 Over $800.00 $20.00 $30.00 $40.00 5% of the returned amount The Worthless Check Draft shall constitute additional fees due and payable to City by Licensee, upon the date of payment of the delinquent payment referenced above. Acceptance of Returned Check Fee by City shall, in no event, constitute a waiver of Licensee's violations with respect to such overdue amount nor prevent City from the pursuit of any remedy to which City may otherwise be entitled. 11. Guaranty Deposit. The City acknowledges that the Licensee provided the City with deposits totaling Three Hundred Dollars ($300.00), hereinafter referred to as the Guaranty Deposit, as required under the Revocable License Agreement entered on August 13, 2002 and expiring on August 12, 2012. As such, no additional Guaranty Deposit will be required. If the Licensee is in violation beyond any applicable notice or cure period, the City may use, apply or retain all or any part of the Guaranty Deposit for the payment of (i) any fee or other sum of money which Licensee was obligated to pay but did not pay, (ii) any sum expended by City on Licensee's behalf in accordance with the provisions of this Agreement, or (iii) any sum which City may expend or be required to expend as a result of Licensee's violation. Should the City use, apply or retain all or any part of the Guaranty, Licensee shall reimburse the amount used, applied, or retained within fifteen (15) days of the City's application of the Guaranty Deposit. The use, application or retention of the Guaranty Deposit or any portion thereof by the DocuSign Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095BBD10E2 City shall not prevent the City from exercising any other right or remedy provided for under this Agreement or at law and shall not limit any recovery to which City may be entitled otherwise. Provided Licensee is not in violation of this Agreement, the Guaranty Deposit or balance thereof, as the case may be, shall be returned to Licensee after the expiration date or upon any later date after which Licensee has vacated the Property in the same condition or better as existed on the Effective Date, ordinary wear and tear excepted. Upon the return of the Guaranty Deposit (or balance thereof) to the Licensee, the City shall be completely relieved of liability with respect to the Guaranty Deposit. Licensee shall not be entitled to receive any interest on the Guaranty Deposit. 12. Services and Utilities. 12.1 Licensee's Responsibilities. Licensee, at its sole cost and expense, shall pay for all utilities which may include, but is not limited to, electricity, water, storm water fees, gas, telephone, television, cable, telecommunications, internet, garbage and sewage disposal used by Licensee during its occupancy of the Property, as well as all costs for installation of any lines and equipment necessary. Licensee, at its sole cost, shall install, as applicable, all utilities required for its use, and arrange for direct utility billing from all applicable utility companies for such services. The City is not a guarantor or in any manner responsible for payment of Licensee's responsibilities as they are set forth in this Agreement. Licensee, at its sole cost and expense, shall provide cleaning and janitorial services and hire pest and termite control services for the Property, as needed, to ensure that the Property will at all times be in a clean and sanitary condition and free from vermin. Licensee agrees to provide any and all security it deems necessary to protect its operations and equipment. Licensee shall ensure that all appropriate equipment and lights have been turned off and appropriate doors locked at the close of operations within the Property each day. Licensee shall be responsible to take prudent preventive maintenance measures to safeguard the Property from storms and other "Acts of God" as that term is defined by Florida law. 12.2 City's Responsibility. City, at its sole cost, shall pay for the following utilities: None. 11 DocuSign Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095BBD10E2 The City reserves the right to interrupt, curtail or suspend the provision of any utility service provided by it, including but not limited to, heating, ventilating and air conditioning systems and equipment serving the Property, to which Licensee may be entitled hereunder, when necessary by reason of accident or emergency, or for repairs, alterations or improvements in the judgment of City desirable or necessary to be made or due to difficulty in obtaining supplies or labor or for any other cause beyond the reasonable control of the City. The work of such repairs, alterations or improvements shall be prosecuted with reasonable diligence. The City shall in no respect be liable for any failure of the utility companies or governmental authorities to supply utility service to Licensee or for any limitation of supply resulting from governmental orders or directives, Licensee shall not claim any damages by reason of the City's or other individual's interruption, curtailment or suspension of a utility service, nor shall the Revocable License or any of Licensee's obligations hereunder be affected or reduced thereby. 13. Reporting Requirements. Licensee shall prepare, or cause to be prepared, the following reports and documents identified in Paragraph sub -sections A, B and C below and submit them to the Director of Real Estate and Asset Management Department, City of Miami, 444 SW 2nd Avenue, 3rd Floor, Miami, FL 33130 by the timeframes identified below and detailed in Exhibit "B" attached hereto and incorporated herein by reference. 13.1 Financials. Within one hundred twenty (120) days after the end of its fiscal year, Licensee shall deliver or cause to be delivered to the City of Miami's Director of Real Estate and Asset Management Department, an audited financial statement which includes, among other things, information on the Licensee's business operations for the fiscal year, including the following: i) grants, subsidies, rebates, credits, or similar benefits received from any federal, state, regional or local body, agency, authority, department or organization which revenues are unrestricted or are to be used for general operating expenses; ii) all donations and contributions received which revenues are unrestricted or are to be used for general operating expenses; 12 DocuSign Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095BBD10E2 iii) revenue from services, program fees, membership dues; iv) revenue from advertising and sponsorship conducted on the Property; v) revenue from concession sales and all other receipts whatsoever of all business conducted in or from the Property; vi) all revenue from sales and services generated on or from the Property; vii) all revenue by Licensee or any business entity or venture which has involvement of Licensee's principals, in connection with the use of the Property, any facility thereon, or any portion thereof for any period of time, including without limitation, special events and fundraising events, held on the Property; Such audited financial statement shall be prepared by an independent certified public accountant (CPA) employed at the Licensee's sole cost and expense. In the event Licensee is unable to timely submit the audited financial statement and provided Licensee has commenced and diligently pursued the completion of the audited financial statement, Licensee may request from the City a thirty (30) day extension to complete the audited financial statement, which request shall not be unreasonably denied. Said CPA shall attest that such statement is prepared in accordance with generally accepted accounting principles and practices and represents the results of operations for the period indicated therein. Notwithstanding the above and during the Effective Term of this Agreement described in Paragraph 6 herein and for a period expiring three (3) years after the expiration of the term, at its option, the City may, at its sole cost and expense, audit Licensee's business affairs, records, program files, sales slips and sales tax records in connection with Licensee's sales on, from or related to the Property for the period covered by any financial statement, report or record furnished to the City. Licensee shall allow the City or auditors of the City to inspect all or any part of the source documents and records for the aforesaid monthly reports. Said inspection shall be conducted at the sole discretion of the City. Records shall be available Monday through Friday, inclusive, between the hours of 8:00 AM and 5:00 PM at the Licensee's address provided in Paragraph 25 of this Agreement. Copies requested by the City shall be furnished to the City at no cost. DocuSign Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095BBD10E2 13.2 IRS Form 990 Tax Returns. Licensee shall deliver or cause to be delivered to the City of Miami's Director of the Department of Real Estate and Asset Management annually a copy of its IRS Form 990 30 days after it is due to the IRS. If Licensee request an extension from the IRS, Licensee must submit a copy of the approved extension request to the Director. Thereafter, submit the Form 990 when it has been officially submitted. Tax Return no later than three months after the end of its fiscal year. 13.3 Preventive Maintenance Report. No later than December 31 of each year, Licensee, at its own cost and expense, shall perform a physical inspection of the Property in accordance with City, County and State code requirements as part of a preventive maintenance program and shall submit an inspection report to the City of any deteriorating conditions found at the Property ("Preventive Maintenance Report"). Within sixty (60) days of completing said inspection, Licensee shall submit a remediation plan to the City, to be approved by the City Manager or his/her designee, for all conditions requiring repair, replacement or modification as noted in the inspection report. As part of the physical inspection of the Property, Licensee shall perform or cause to be performed, the following preventive maintenance services: i) Cleaning and janitorial services for the Property; ii) Grounds services, including lawn, shrub and tree maintenance and removal of any rubbish or obstructions from the Property; iii) Interior and exterior window cleaning to be performed as needed but no less than once every one hundred and twenty (120) days; iv) Vermin control as necessary, but no less than once every sixty (60) days; iv) Periodic maintenance and cleaning of kitchen and exhaust equipment, and grease traps or grease inceptors, if applicable; v) Painting of interior and exterior of buildings, including caulking of all window and door frames, painting of signs, if applicable and restriping of parking lot on the licensed Property, as necessary, but no less than every five (5) years; vi) Pressure clean roof as necessary, or upon written request by the City; viii) Replace roof as necessary or upon written request by the City. 14 DocuSign Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095BBD10E2 If Licensee refuses, neglects or fails to provide the above services or does not provide adequate services within thirty (30) days after written demand from the City, City may take corrective measures or cause the Property to be cleaned or repaired without waiving its right, based upon any violation of the Licensee and without releasing Licensee from any obligations hereunder. Licensee shall pay City as additional payments the full cost of such work within thirty (30) days of Licensee's receipt from the City of an invoice indicating the cost of such corrective measures or clean-up. Failure to pay such invoice as directed without the necessity of City repairing the Property shall constitute a violation of this Agreement. Nothing herein shall imply that maintenance, repair, and inspections should be performed by Licensee only at the suggested intervals. Licensee shall, at all times, be responsible for the condition of the Property and shall perform repairs required in a timely manner so as to prevent injury to person and waste to property. 14. Condition of the Property and Maintenance. Licensee accepts the Property "as is", in its present condition and state of repair and without any representation or affirmation by or on behalf of City, and agrees that City shall, under no circumstances, be liable for any latent, patent, or other defects in the Property. Licensee, at its sole cost, shall maintain the Property in its current condition, subject to reasonable wear and tear, ordinary wear and tear excepted, at all times and in an attractive, clean, safe, and sanitary condition and shall suffer no waste or injury thereto. Licensee shall be responsible for all interior and exterior non-structural repairs to the Property required or caused by Licensee's use of part thereof. Licensee agrees to make all changes necessary to the Property at Licensee's sole cost and expense in order to comply with all City, County, and State code requirements for Licensee's occupancy thereof. 15. Alterations, Additions or Replacements. Except in the event of an emergency, Licensee shall not make any repair in excess of One Thousand Dollars $1,000.00 without first receiving the written approval of the City, which approval may be conditioned, denied, or withheld for any or no reason whatsoever, including a condition to pay additional fees if such alteration will affect the cost of services being provided 15 DocuSign Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095BBD10E2 by the City. If the City Manager or his/her designee approves such request, no repair or alteration shall be commenced until plans and specifications therefore shall have been submitted to and approved by the City Manager or his/her designee. The Licensee shall be solely responsible for applying and acquiring all necessary permits, including but not limited to, building permits. The Licensee shall be responsible for any and all costs associated with any alterations including, but not limited to, design, construction, installation and permitting costs. All alterations to the Property, whether or not by or at the expense of the Licensee, shall, unless otherwise provided by written agreement of the parties hereto, immediately upon their completion become the property of the City and shall remain and be surrendered with the Property. In the event of an emergency, Licensee may reasonably proceed to perform such repair work and shall immediately notify City of such work. All alterations must be in compliance with all statutes, laws, codes, ordinances and regulations of the State of Florida, Miami -Dade County, City of Miami, and any other agency that may have jurisdiction over the Property as they presently exist and as they may be amended hereafter. In the event of an emergency, Licensee shall reasonably proceed to perform such repair work and shall immediately notify the City Manager or his/her designee of such work. 16. Violations, Liens, and Security Interests. The Licensee shall not suffer or permit any statutory, laborers, material person, or construction liens to be filed against the title to the Property, nor against any alteration by any reason, including but not limited to, by reason of work, labor, services, tax liabilities or materials supplied to the Licensee or anyone having a right to possession of the Property. Nothing in this Agreement shall be construed as constituting the consent or request of the City, expressed or implied, by inference or otherwise, to any contractor, subcontractor, laborer or material person for the performance of any labor or the furnishing of any materials for any specific alteration, or repair of or to the Property nor as giving the Licensee the right, power or authority to contract for or permit the rendering of any services or the furnishing of any materials that would give rise to the filing of any construction liens against the Property. If any construction, tax, or other lien shall at any time be filed against the Property, the Licensee shall cause it to be discharged of record within fifteen (15) days after the date the Licensee acquires knowledge of its filing. If the Licensee shall fail to discharge a construction or other lien within that period, then in addition to 16 DocuSign Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095BBD10E2 any other right or remedy available to the City, the City may, but shall not be obligated to, discharge the lien either by paying the amount claimed to be due or by procuring the discharge of the lien by deposit in court of bonding or other acceptable form of security in lieu thereof. Additionally, the City may compel the prosecution of an action for the foreclosure of the construction lien by the lienor and pay the amount of the judgment, if any, in favor of the lienor (with interest, costs and allowances), with the understanding that all amounts paid by the City shall constitute additional payments due and payable under this Agreement and shall be repaid to the City by the Licensee immediately upon rendition of any invoice or bill by the City. The Licensee shall not be required to pay or discharge any statutory, laborers, supplies, material person or construction lien so long as (i) the Licensee shall in good faith proceed to contest the lien by appropriate proceedings, (ii) the Licensee shall have given notice in writing to the City of its intention to contest the validity of the lien, and (iii) the Licensee shall furnish and keep in effect a surety bond of a responsible and substantial surety company reasonably acceptable to the City or other security reasonably satisfactory to the City in an amount sufficient to pay one hundred ten 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 therewith. Licensee further agrees to hold City harmless from, and to indemnify the City against, any and all claims, demands and expenses, including reasonable attorney's fees, by reason of any claims of any contractor, subcontractor, material person, laborer or any other third person with whom Licensee has contracted or otherwise is found liable for, in respect to the Property. 17. City Access to Property. City and its authorized representative(s) shall have access to the Property at all reasonable times, whether or not during normal business hours. City will maintain a complete set of keys to the Property. Licensee, at its sole cost and expense, may duplicate or change key locks to the Property but not until first receiving written approval from the Director for such work. In the event 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 Property at any time to (a) inspect the Property, (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 17 DocuSign Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095BBD10E2 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 Property, to prospective purchasers or tenants, and (e) for other purposes as may be deemed necessary by the City Manager in the furtherance of the City's corporate/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. 18. Indemnification and Hold Harmless. Licensee shall indemnify, defend and hold harmless the City and its officials, employees and agents (collectively referred to as "Indemnitees") and each of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from, or in connection with (i) the performance or non-performance of the 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 of whether it is, or is alleged to be, caused in whole or part (whether joint, concurrent or contributing) by any act, omission or default or negligence (whether active or passive) of the Indemnitees, or any of them or unless such injuries or damages are ultimately proven to be the result of grossly negligent or willful acts or omissions on the part of the City, its officials and/or employee; or, (ii) the failure of the Licensee to comply with any of the paragraphs herein or the failure of the Licensee to conform to statutes, ordinances, codes, rules, or other regulations or requirements of any governmental authority, federal or state, in connection with the performance of this Agreement. Licensee expressly agrees to indemnify and hold harmless the Indemnitees, or any of them, from 18 DocuSign Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095BBD10E2 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 Property, Licensee, on behalf of himself, his agents, invitees and employees, does hereby release from any legal liability the City, its officers, agents and employees, from any and all claims for injury, death or property damage resulting from Licensee's use of the Property. 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. 19. Insurance. Licensee, at its sole cost, shall obtain and maintain in full force and effect at all times throughout the period of this Agreement, the insurance as set forth in Exhibit "C" attached hereto and made a part hereof. 20. No Liability. In no event shall the City be liable or responsible for injury, loss or damage to the property, improvements, fixtures and/or equipment belonging to or rented by Licensee, its 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 Property, or from hurricane or any act of God or any act of negligence of any user of the facilities or occupants of the Property or any person whomsoever whether such damage or injury results from conditions arising upon the Property or upon other portions of the Property or from other sources. 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. 19 DocuSign Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095BBD10E2 Licensee further acknowledges that as lawful consideration for being granted the right to utilize and occupy the Property, Licensee, on behalf of himself, his agents, invitees, and employees, does hereby release from any legal liability the City, its officers, agents, and employees, from any and all claims for injury, death, or property damage resulting from Licensee's use of the Property. 21. Safety. Licensee will allow City inspectors, agents, or representatives the ability to monitor its compliance with safety precautions as required by federal, state, or local laws, rules, regulations, and ordinances. By performing these inspections, the City, its agents, or representatives are not assuming any liability by virtue of these laws, rules, regulations, and ordinances. Licensee shall have no recourse against the City, its agents, or representatives from the occurrence, nonoccurrence or result of such inspection(s). Upon issuance of a notice to proceed, the Licensee shall contact the Risk Management Department at (305) 416-1700 to schedule the inspection(s). 22. Taxes and Fees. Licensee shall pay before any fine, penalty, interest or costs is added for nonpayment, any and all charges, fees, taxes, impositions, or assessments levied against the Property (collectively Assessments), its proportionate share of use of the Property and/or against personal property of any kind, owned by or placed in, upon or about the Property by Licensee, including, but not limited to, ad valorem taxes, fire fees, if any, and parking surcharges. In the event Licensee appeals an Assessment, Licensee shall immediately notify the City Manager of its intention to appeal said Assessment and shall furnish and keep in effect a surety bond of a responsible and substantial surety company reasonably acceptable to the City Manager, or his/her authorized designee, or other security reasonably satisfactory to the City Manager, or his/her authorized designee, in an amount sufficient to pay one hundred percent (100%) of the contested Assessment with all interest on it and costs and expenses, including reasonable attorneys' fees to be incurred in connection with it. DocuSign Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095BBD10E2 23. Revocation by Request of Either of the Parties Without Cause. Either Party 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. 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. 24. Revocation by City Manager for Cause. If at the sole and complete discretion of the City Manager, Licensee in any manner violates the restrictions, terms, and conditions of this Agreement, then, and in the event, after ten (10) days written notice given to Licensee by the City Manager within which to cease such violation or correct such deficiencies or begin to correct deficiencies that are by their nature not correctable within 10 days, and upon failure of Licensee to do so after such written notice within said ten (10) day period, this Agreement shall be automatically revoked without the need for further action by the City. Upon such automatic revocation, Licensee shall abide by the terms of Paragraphs 6 and 32 herein. 25. Notices. All notices or other communications which may be given pursuant to this Agreement shall be in writing and shall be deemed properly served if delivered by personal service or by certified mail addressed to City and Licensee at the address indicated herein or as the same may be changed in writing from time to time. Such notice shall be deemed given on the day on which personally served or if by certified mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier: CITY OF MIAMI City of Miami Office of the City Attorney Attn: City Attorney 444 S.W. 2 Avenue, 9th Floor Miami, FL 33130 LICENSEE Allapattah Community Action, Inc. Day Care Center Attn: Executive Director 1836 N.W. 22 Place Miami, FL 33125 21 DocuSign Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095BBD10E2 WITH A COPY TO City of Miami Department of Real Estate and Asset Management Attn: DREAM Director 444 SW 2 Avenue, 3rd Floor Miami, FL 33130 26. Advertising. Licensee shall not permit any signs or advertising matter to be placed either in the interior or upon the exterior of the Property without having first obtained the approval of the Director or his/her designee, which approval may be withheld for any or no reason, at his/her sole discretion. Licensee shall, at its sole cost and expense, install, provide, maintain such sign, decoration, advertising matter or other things as may be permitted hereunder in good condition and repair at all times. Licensee must further obtain approvals, permits, or other required approvals by whatever name called, from all governmental authorities having jurisdiction, and must comply with all applicable requirements set forth in the Miami -Dade County Code, the City of Miami Code and Zoning Ordinance. Any signage existing as of the date of this Agreement is in compliance with the requirements in this section. Upon the revocation or expiration of this Agreement, Licensee shall, at its sole cost and expense, remove any sign, decoration, advertising matter or other thing permitted hereunder from the Property. If any part of the Property 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 Property within ten (10) days after receipt of written notice from City directing the required repairs, City shall cause the Property to be repaired at the sole cost and expense of Licensee. Licensee shall pay City the full cost of such repairs within five (5) days of receipt of an invoice indicating the cost of such required repairs. Licensee hereby understands and agrees that the City may, at its sole discretion, erect or place upon the Property an appropriate sign, plaque, or historic marker indicating City's having issued this Agreement. DocuSign Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095BBD10E2 27. Hazardous Materials. The Licensee shall, at its sole cost and expense, at all times and in all respects comply with all federal, state and local laws, statutes, ordinances and regulations, rules, rulings, policies, orders and administrative actions and orders relating to hazardous materials ("Hazardous Materials Laws"), including, without limitation, any Hazardous Materials Laws relating to industrial hygiene, environmental protection or the use, storage, disposal or transportation of any flammable explosives, toxic substances or other hazardous, contaminated or polluting materials, substances or wastes, including, without limitation, any "Hazardous Substances", "Hazardous Wastes", "Hazardous Materials" or "Toxic Substances" (collectively "Hazardous Materials"), under any such laws, ordinances or regulations. The Licensee shall, at its sole cost and expense, procure, maintain in effect and comply with all conditions of any and all permits, licenses and other governmental and regulatory approvals relating to the presence of Hazardous Materials within, on, under or about the Property or required for the Licensee's use of any Hazardous Materials in or about the Property in conformity with all applicable Hazardous Materials Laws and prudent industry practices regarding management of such Hazardous Materials. Upon revocation or expiration of this Agreement, the Licensee shall, at its sole cost and expense, cause all Hazardous Materials, including their storage devices, placed in or about the Property by the Licensee or at the Licensee's direction, to be removed from the Property and transported for use, storage or disposal in accordance and compliance with all applicable Hazardous Materials Laws. The Licensee may operate according to the custom of the industry so long as the use or presence of Hazardous Materials is strictly and properly monitored according to, and in compliance with, all applicable governmental requirements. The requirements of this Paragraph shall survive the revocation or expiration of this Agreement. The City represents that: To the best of its knowledge there are no environmental violations, whether under federal, state, or local laws, existing on the Property; To the best of its knowledge there are no Hazardous Materials presently existing on the Property. DocuSign Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095BBD10E2 28. Radon Gas. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. Licensee may, have an appropriately licensed person test the 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. 29. Licenses, Authorizations and Permits. Licensee shall obtain, or cause to be obtained, and maintain in full force and effect throughout the term of this Agreement, at its sole expense, all local, state, and federal licenses, authorizations and permits that are necessary for Licensee to conduct its commercial activities. Licensee shall be responsible for paying the cost of said applications and obtaining said licenses, authorizations and permits. 30. 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. 31. Ownership of Improvements. As of the Effective Date and throughout the use period, all buildings and improvements on the Property shall be vested with the City. Furthermore, title to all alterations made in or to the Property, whether or not by or at the expense of Licensee, shall, unless otherwise provided by written agreement, immediately upon their completion become the property of the City and shall remain and be surrendered with the Property. DocuSign Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095BBD10E2 32. Surrender of Property. In either event of early termination or revocation of this Agreement, Licensee shall peacefully surrender the Property 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 Property. Licensee shall promptly remove all its personal property, trade fixtures, and equipment and Licensee shall repair any damage to the Property caused thereby. Should Licensee fail to repair such damage to the Property within ten (10) days after receipt of written notice from City directing the required repairs, City may cause the Property to be repaired at the sole cost and expense of Licensee. Licensee shall pay City the full reasonable cost of such repairs within ten (10) days of receipt of an invoice indicating the cost of such required repairs. Ordinary wear and tear shall be deemed not to include damage or injury caused by moving Licensee's property or trade fixtures into or out of the Licensed Property. At City's option, City may require Licensee to restore the Property so that the Property shall be as it was on the Effective Date of this Agreement. In the event Licensee fails to remove its personal property, equipment, and fixtures from the Property within the time limit set by the notice, said property shall be deemed abandoned and thereupon shall become the sole personal property of the City. The City, at its sole discretion and without liability, may remove and/or dispose of same as City sees fit, all at Licensee's sole cost and expense. 33. 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. 25 DocuSign Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095BBD10E2 With regard to those provisions which do not affect the parties intent for this Agreement, should any provision, section, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provision, section, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. 34. Invalidity. In the event that any non -material provision of this Agreement shall be held to be invalid for any reason, such invalidity shall not affect the remaining portions of this Agreement and the same shall remain in full force and effect. 35. No Assignment or Transfer. Licensee cannot assign or transfer its privilege of occupancy and use granted unto it by this Agreement. Any assignment, sale or disposition of this Agreement or any interest therein by Licensee shall result in the automatic revocation of this Agreement without notice by the City. 36. Public Records. Licensee understands that the public shall have access, at all reasonable times, to City contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable law. IF LICENSEE HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO LICENSEE'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS(a�MIAMIGOV.COM, OR REGULAR EMAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FL, MIAMI, FL 33130. LICENSEE MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS AGREEMENT. 26 DocuSign Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095BBD10E2 37. Conflict of Interest. Licensee is aware of the conflict of interest laws of the City of Miami (Miami City Code Chapter 2, Article V), Miami -Dade County, Florida (Miami -Dade County Code, Section 2-11.1 et. seq.) and of the State of Florida as set forth in the Florida Statutes, as amended, and agrees that it will fully comply in all respects with the terms of said laws and any future amendments thereto. Licensee covenants that no person or entity under its employ, presently exercising any functions or responsibilities in connection with this Agreement, has any personal financial interests, direct or indirect, with the City. Licensee further covenants that, in the performance of this Agreement, no person or entity having such conflicting interest shall be utilized in respect to services provided hereunder. Any such conflict of interest(s) on the part of Licensee, its employees or associated persons, or entities must be disclosed in writing to the City. 38. 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. 39. Nondiscrimination. In the performance of this Agreement or any extension thereof, Licensee and/or its authorized agents shall not discriminate in connection with its occupancy and use of the Property and improvements thereon, or against any employee or applicant for employment because of race, ancestry, national origin, color, sex, religion, age, disability, familial status, marital status, or sexual orientation. Licensee and/or its authorized agents will ensure that its employees are fairly treated during employment without regard to their race, national origin, ancestry, color, sex, religion, age, disability, familial status, marital status, or sexual orientation. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation. DocuSign Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095BBD10E2 40. Attorney(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. 41. 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. 42. 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. 43. Indulgence Waiver. The indulgence by either party or any breach by either party of any one or more of the covenants, conditions or provisions of this Agreement shall not be construed to be a waiver of any subsequent or other breach of the same or any covenant, condition or provision of this Agreement, nor shall any failure on the part of the City to require or exact full and complete compliance by Licensee with any of the covenants, conditions or provisions of this Agreement be construed as in any manner changing the terms hereof to prevent the City from enforcing in full the provisions hereto, nor shall the terms of this Agreement be changed or altered in any manner whatsoever other than by written agreement of the City and Licensee. 28 DocuSign Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095BBD10E2 44. 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. 45. 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 of negotiations between the Parties and has been typed/printed by one party for the convenience of both Parties, and the Parties covenant that this Agreement shall not be construed in favor of or against either of the Parties. This Agreement may be amended only by written document, properly authorized, executed, and delivered by both parties hereto. For the City, appropriate authorization shall be constructed to mean appropriate formal action by the City Manager or the City Manager's designee, or if required by law, the Miami City Commission. This Agreement shall not be constructed in favor of one party or the other. All matters involving this Agreement shall be governed by the laws of the State of Florida. 46. 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. 47. 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. DocuSign Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095BBD10E2 48. No Partnership. Nothing contained herein shall make, or be construed to make any party a principal, agent, partner, or joint venture of the other. 49. Headings. Title and paragraph headings are for convenient reference and are not a part of this Agreement. 50. 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. 51. Entire Agreement. The Parties hereto agree that this License set forth the entire agreement between the Parties, and there are no promises or understandings other than those stated herein. None of the provisions, terms and conditions contained in this License may be added to, modified, superseded, or otherwise altered, except as may be specifically authorized herein or by written instrument executed by the Parties hereto 52. Special Provisions. Licensee maintains a special Reserve/Maintenance Fund, titled "Repair and Maintenance", as part of the Head Start Program budget allocation and requirements totaling Five Thousand Dollars ($5,000.00). These monies are to ensure that the Licensee performs and identifies repairs on the Property and paints the interior and exterior building on the Property is painted once every five (5) years. The Licensee shall issue an annual report to the City Manager and the Director as to the status and the amounts of this fund. The first such report shall be submitted on or before December 31, 2023 to the City addresses listed in Paragraph 25. DocuSign Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095BBD10E2 54. Electronic Signatures/Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. The Parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF, or other email transmission), which signature shall be binding on the Party whose name is contained therein. Any Party providing an electronic signature agrees to promptly execute and deliver to the other Parties an original signed Agreement upon request. IN WITNESS WHEREOF, the parties hereto have executed this Agreement of the day and year first above written. (The remainder of this page was intentionally left blank) DocuSign Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095BBD10E2 LINCENSEE Allapattah Community Action, Inc., a Florida non for profit AUTHORIZED REPRESENTATIVE: ATTEST: DocuSigned by: Ky,,ti, Vcl riv,tyt Miguel Del Rivero Executive Director March 13, 2023 1 09:02:06 EDT Date: Corporate Seal:,- DocuSigned by: ,-DocuSigned by: March 13, 2023 1 08:02:17 !a{rnaa NLlr0 turvu-s '-FCE9289FB0134RE... Patricia Miro-Turnes Date: Program Director CITY OF MIAMI, a municipal corporation ATTEST: of the State of Florida DocuSigned by: Nri� iJorieg.. 4500-V2.7.2re42A Arthur Noriega, V DocuSigned by: March 21, 2023 I 11:03:01 EDT /L March 21, 2023 1 17:42:56 EDT City Manager E4oD73DODcr1439... Todd B. Hannon City Clerk APPROVED AS TO INSURANCE APPROVED AS TO FORM AND REQUIREMENTS: CORRECTNESS: [-DocuSigned by: Frank rot, 273'J�c0310214n... Ann -Marie Sharpe Risk Management DocuSigned by: March 13, 2023 1 12:43:29 EDT 'j/ g��_� 0 r�1crrr roFc04:57 Date: Victoria Mendez City Attorney Matter lD # 22-1267 F-s March 15, 2023 1 16:46:27 EDT Date: 32 DocuSig n Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095BBD10E2 SEARCH: EXHIBIT A DESCRIPTION OF PROPERTY Folio Number: 01-3134-28-0130 Lots 17-20 of the Washburn Subdivision According to the Plat thereof, As located in Plat Book 4, page 112 of the Publica Records of Miami -Dade County Florida. 1836 NW 22 Place Suite Q PROPERTY INFORMATION Folio: 01-3134-028-0130 Sub -Division: WASHBURNS SUB Property Address 1836 NW 22 PL Owner CITY OF MIAMI-DEPT OF P&D ASSET MANAGEMENT DIVISION Mailing Address 444 SW 2 AVE STE #325 MIAMI, FL 33130-1910 PA Primary Zone 8002 PARKS & RECREATION Primary Land Use 8940 MUNICIPAL MUNICIPAL Beds !Baths lHatt 0/0/0 Floors 1 Living Units 0 Actual Area Living Area Adjusted Area 5,293Sq.Ft Lot Size 28,600 Sq.Ft 33 Back to Search Results DocuSign Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095BBD10E2 EXHIBIT B REPORTING REQUIRMENTS TYPE OF REPORT DUE DATE Audited Financial Statement No later than 120 days after end of fiscal year Form 990 No later than 30 days after its been submitted to the IRS Preventative Maintenance Report Anniversary Date of Agreement Reserve/Maintenance Fund Report By December 31' annually DocuSign Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095BBD10E2 EXHIBIT C INSURANCE REQUIRMENTS I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence General Aggregate Limit Products/Completed Operations Personal and Advertising Injury B. Endorsements Required City of Miami listed as an additional insured Contingent and Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement Abuse and Molestation Coverage II. Business Automobile Liability $1,000,000 $2,000,000 $1,000,000 $1,000,000 A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident $500,000 B. Endorsements Required City of Miami included as an Additional Insured Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation DocuSign Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095BBD10E2 Employer's Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident. $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit IV. Property Commercial Property Insurance covering the Building and Business Personal Property owned by Allapattah Community Action Inc. 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, including wind and named storm coverage and hail, and flood. Ordinance and law coverage and debris removal shall also be included as well as business income. The property COI must reflect replacement cost valuation, and list the City as loss payee. V Professional/E&O Limits of Liability Each Claim $1,000,000 Policy Aggregate $1,000,000 VI. Student Accident $10,000 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 36 DocuSign Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095BBD10E2 and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. DocuSign Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095BBD10E2 EXHIBIT D CITY OF MIAMI RESOLUTION [on the following page] 38 DocuSign Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095BBD10E2 City of Miami Legislation Resolution Enactment Number: R-22-0451 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 12765 Final Action Date:11/17/2022 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), BY A FOUR -FIFTHS AFFIRMATIVE VOTE, AFTER AN ADVERTISED PUBLIC HEARING, RATIFYING, APPROVING, AND CONFIRMING 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 OF MIAMI; WAIVING THE REQUIREMENTS FOR SAID PROCEDURES; AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE A REVOCABLE LICENSE AGREEMENT ("LICENSE") BETWEEN THE CITY OF MIAMI ("CITY") AND ALLAPATTAH COMMUNITY ACTION, INC., ("LICENSEE") FOR THE LICENSEE'S USE OF THE CITY -OWNED PROPERTY LOCATED AT 1836 NORTHWEST 22ND PLACE, MIAMI, FLORIDA FOR THE PURPOSE OF PROVIDING LOW-COST DAY-CARE SERVICE TO AREA RESIDENTS FOR A MONTHLY USE FEE EQUAL TO FIFTY DOLLARS ($50.00) PLUS TAXES, IF APPLICABLE WITH TERMS AND CONDITIONS AS MORE SPECIFICALLY SET FORTH IN SAID AGREEMENT; FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE ALL NECESSARY DOCUMENTS, INCLUDING AMENDMENTS AND MODIFICATIONS TO SAID AGREEMENT, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, AS MAY BE NECESSARY. WHEREAS, the City of Miami ("City") is the owner of the property located at 1836 Northwest 22 Place, Miami, Florida ("Property'); and WHEREAS, the City entered into a Revocable License Agreement on August 13, 2002, with Allapattah Community Action, Inc. ("Licensee") for use of the Property to allow Licensee to operate a low-cost day-care service to qualifying area residents ("Original License"); and WHEREAS, the Original License has expired, and Licensee has expressed its interest in continuing to utilize the Property for its uses; and WHEREAS, in light of the various benefits provided to the community by Licensee, the City has determined it is in the City's best interest to enter into a new Revocable License Agreement ("Agreement") to allow Licensee to continue to provide the services indicated herein under the same terms and conditions as the Original License, subject to the inclusion certain insurance requirements and such changes required by the City Attorney; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Section. Section 2. Pursuant to Section 18-85(a) of the Code, by a four -fifths (4/5ths) affirmative vote, after an advertised public hearing, the City Manager's written findings, attached and DocuSign Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095BBD10E2 incorporated as Exhibit "A," that competitive negotiation methods and procedures are not practicable or advantageous, and waiving the requirements for said procedures, are hereby ratified, approved, and confirmed. Section 3. The City Manager is hereby authorized' to execute the Agreement in a form acceptable to the City Attorney, between the City and Licensee, for the continued use of the Property, for the purpose of providing low-cost day-care service to area residents providing for a monthly use fee equal to fifty dollars ($50) plus taxes, with terms and conditions as more specifically set forth in said agreement. Section 4. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND CORRECTNESS: 4 . • r_ j t6 ia'N, deer �zy ttor ey ) 11/6/2022 Pursuant to the resolution, this item became effective immediately upon adoption by the Commission. 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. DocuSign Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095BBD10E2 EXHIBIT E ALLAPATTAH COMMUNITY ACTION, INC. BOARD RESOLUTION [on the following page] DocuSign Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095BBD10E2 CORPORATE RESOLUTION WHEREAS, the City of Miami has agreed to issue a Revocable License to ALLAPATTAH COMMUNITY ACTION, INC., for the Child Care Center, located at 1836 NW 22nd Place, Miami, Florida 33125; and WHEREAS, ALLAPATTAH COMMUNITY ACTION, INC., has agreed to accept this License; and WHEREAS, the Board of Directors of ALLAPATTAH COMMUNITY ACTION, Inc., has examined terms, conditions, and obligations of the attached Revocable License with the CITY OF MIAMI, for Child Care Center; and WHEREAS, The Board of Director of ALLAPATTAH COMMUNITY ACTION., at a duly corporate meeting has considered the matter in accordance with the by-laws of the corporation; NOW, THEREFORE BE IT RESOLVED BY THE BOARD OF DIRECTORS OF ALLAPATTAH COMMUNITY ACTION, INC., that the Chairman and/or Secretary be hereby authorized to enter into a Revocable License in the name of and on behalf of this corporation, with the City of Miami IN WITNESS WHEREOF, this 10TH day OF February, 2023 Armando Pomar Secretary/Treasurer SEAL DocuSign Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095BBD10E2 EXHIBIT F PROPERTY DEED 40 DocuSign Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095BBD10E2 r GE 201 RAMCO FORM $ DEED, WARRANTY STATUTORY cP.c4/14 Made this phis indrnturt, l0th day of JULY BilWten MARTHA ROSELLA JOHNSON, a Widow, of the County of Dade , in the State of Florida part y of the first part, and THE CITY OF MIAMI, a Municipal corporation of the County of Dade , in the State of Florida party of the second part, , A. D. 1967 ttrleSSetho That the said party of the first part, for and in consideration of the sum of TEN ($10.00) DOLLARS and other good and valuable considerationTvoUNW to her in hand paid by the said party of the second part, the receipt whereof is hereby acknowledged, has granted, bargained and sold to the said party of the second part, its heirs and assigns forever, the following described land, situate, lying and being in the County of Dade ,State of Florida to -wit: An undivided one—half (1/2) interest of Lot 1, and thei North 30 feet of Lot 2, in Block 2, of WASHBURNS SUBDIVISION, according to the Plat thereof, recorded in Plat Book 4, at Page 112, of the Public Records of Dade County, Florida. coMPTROLLER • ?52t And the said part Y of the first part do es hereby fully warrant the title to said land, and will defend the same against the lawful claims of all persons whomsoever. in 'i,l, ItnesS hereof, The said party of the first part has .hrnd and seal the day and year first above written. Signed, i .an delivered in presence of us 072.- rC4. e 46/ Richa Schutte hereunto set MARTHA ROSELLA JOHNSO Widow og"\° DocuSign Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095BBD10E2 45tate Of XIRVOY A MINNESOTA toady pf E Ki1NDIYOHI Hereby fertify, That on this day, before me, an officer duly authorized in the State afore- said and in the County aforesaid to take acknowledgments, personally appeared MARTHA ROSELLA JOHNSON, a Widow, to me known to be the person described in and who executed the foregoing instrument and she acknowledged before me that she executed the same. itneSS my hand and official seal in the County and State last aforesaid this day of JULY ,A.D.1967 Notary Public, My commission expires 0 f1 HSFZM g o. U1 w H U] H 0 o0 ri- N 0 • we P A t�P wH 0 o H• PO cr. rt (D rF N ^` p N rh, 0 H. HI 10th • c , • rs..1 co FYI 0 CD ':gl C 5) :7 O 0 0 3 m DocuSign Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095BBDICE2 a5566 ACE 200 WARRANTY DEED STATUTORY F. S. 689,02 RAMCO FORM S (PHOTO) ccA-w--i 3 ect.i4c u) his 4 'rnturi, Made this d�'1day of July BETWEEN DELORES JOHNSON, a single woman, of the County of Dade , A. D. 19 67 , in the State of Florida ,party of the first part, and TFIE CITY OF MIAMI, a Municipal corporation of the County of Dade , in the State of Florida , whose post office address is 65 South West First Street, Miami, Florida, part y of the second part, ttttessekh, That the said part y of the first part, for and in consideration of the sum of TEN ($10 ®00) DOLLARS and other good and valuable consideration RMkCK to her in hand paid by the said party of the second part, the receipt whereof is hereby acknowl- edged, ha s granted, bargained, and sold to the said party of the second part, its heirs and assigns forever, the following described land, situate, and being in the County of Dade State of Florida , to -wit: An undivided one—half (1/2) interest of Lot 1, and the North 30 feet of 1Lot,2, in Block 2, of WASHBURNS t.,SUBDIVISION®, according to the Plat ly' 1ereof, recorded in Plat Book 4, at Page 112, of the Public Records of Dade County, Florida. State of Firwir'^., County of Dade. This instrument iss filed for record the -j, doy of 1967 ai„"Z and du9y record d in OFFICIAL. RED E3onk_,. on Pate add ht . C7tt %_ 5"` F. 8. LEATrYERMAN Cterk Citcuit Court Oga Sy .,-4;4' 4 ti C, And the said party of the first part do es hereby fully warrant (he title to said land, and will defend the same against the lawful claims of all persons whomsoever. 1nlifitness ii i hereof, The said party; of the first part ha S hereunto set her hand and seal the day and year first above written. Signed sea��eliv ere d in the prese ce of: 'STATE OF FLORIDA, COUNTY OF DADE officer duly authorized in the State aforesaid to me known to be the person described before me that she executed the same, WITNESS my hand and official seal July A. D. 19 67 . LORES JO SON, a single woman I HEREBY CERTIFY that on this day, before me, an and in the County aforesaid to take acknowledgments, personally appeared DELORES JOHNSON, a single woman in and who executed the foregoing instrument and She acknowledged in the County and State last aforesaid this t 1 AT E r F F` I l I 1 I DOCUh5ENTARY4 ,- srAMP (AX LOIAPiROLLER 1 JuL2o`s1 l 10 NOTARY PUBLIC, My Commission Expu'es NOTARY PUBLIC, STATE of FLORTpA a}`} MY COMMISSION EXPIRES MAY 'la 11970 ,q BONAED THROUC>N FRCO W: DIE YE1.'4}"D FST day of 0 O RAMCO FORM S (PHOTO) arranty STATUTORY F. S. 689.02 deed D1 T,ORES JOHNSON, a single woman To THE CITY OF MIAMI , a Municipal corporation. '61 jilt 20 PM 2 CLERIC C!((y(" COURT�Y BADE C.O. FLA. I T Tcjy ?g: olpk.: "vs,zR Coa. ; 444 /„.-3//7 m m 0 D m 0 m 00 m m 1 0) 0 1 )59 w Cn N FOR RE CO 07 0 n DocuSign Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095BBD10E2 Vi t.l: 5593 PAGE 69 RAMCO FORM s (PHOTO) WARRANTY DEED STATUTORY F. S. 689.02 his {ni cuturc, Made this 11 day of August , A, D. 19 67 BETWEEN MAUDE M. AVERY, a widow, of the County of Dade , in the State of Florida , party of the first part, and THE CITY OF MIAMI, :a Municipal corporation of the County of Dade , in the State of Florida, , whose post office address is 65 Southwest First Street, Miami, Florida 33130, 6 of the second part, itrreSSethy, That the said part y of the first part, for and in consideration of the sum of TEN ($10.00) DOLLARS and other good and valuable consideration XNUNK to her in hand paid by the said party ,. of the second part, the receipt whereof is hereby acknowl- edged, has granted, bargained, and sold to the said party of the second part, its heirs and assigns forever, the following described land, situate, and being in the County of Dade State of Florida , to -wit: part y li ti Lot 4, in Block 2, of WASHBURN'S SUBDIVISION, according to the Plat thereof, recorded in Plat Book 4 at Page 112 of the Public Records of Dade County, Florida. State of Florida, Count if *elk This instrument wars 130d fir Wad the, .It ___ -day of 1967 at2...•19 aoff duty recorded in OFFICIAL RECORDS 8uok 5 1 cn Page l.e'ikl__Fils 1t 67R E 6. L.EATH%R':MIAN �Clefk ri; t Court ` ,- By 7L .,� D, C. 9TA`VE OF FL OP11:3A 1' DOCUMENTARY p , r STAMP TAX I -COMPTROLLER e700==AUOI67z/p� 32•T0 I0�22.Y F. rYr �GFi'a. _. And the said party of the first part does hereby fully warrant the title to said land, and will defend the same against the lawful claims of all persons whomsoever: ° if WitneSS littnip The said parry- of the first part ha S hereunto set her hand and seal the day and year first above written. Signed, sled and'elivered` in the presence of: STATE OF FLORIDA, COUNTY OF DADE MAUDE M. AVERY, a Widow I F1EREBY CERTIFY that on this day, before me, an officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments, personally appeared MAUDE M. AVERY, a Widow, to me known to be the person described in and who executed the foregoing instrument and before me that She executed the same. WITNESS my hand and official seal in the County and State last aforesaid this August, A. D. 1967. she acknowledged ;(14G0 ).7 ,dkr it NOTARY PUBLIC, State of ".:NOfARY.PUI.II1 STATE of FLORIDA at LARG£ -MY COMMISSION EXPIRES MAR. 10, 1908 909005 THROUGH FH20 W. 0106T0.uousT RAMCO FORM S (PHOTO) arranty STATUTORY F. S. 689.02 4/6 'h e'e'f"X t)-,-4,J),,i1 /2/e, • FILED FOR RECO5I'D Deed '61 AUG 1 1 PM 2 MAUDE M AVERY, a Widow, THE'CITY OF MIAMI, A Municipal Corporation. end duly recorded in Record verified, E. Ph LEA.Tflirs F..B. La AMERMAN CLERK CIRCUIT COURT DADE CO. FLA. STEM 01? FLORIDA igOilltrY OF DADE f This inennunent. WSD filed fon retvsn—e* • 11: 1967 OFFICIAL it...t.CuitilS on PAGE .. ' Clerk Cennt DocuSign Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095BBD10E2 o vorpore"`11.) Il C U gy7 tend i AUL Made this 20 day of December TUTBLANX REGISTeRED U.S.PAT.OFPICE Tuttle Law Prinr, Pubbshers,Pur/and, Ih. Between G. DAVID PARRISH and J'AN T, PARRISH, his wife, of the County of Dade and State of Florida parties of the first part, and THE CITY 0 2 MIANI, a municipal ei corporation existing under the laws of the State of Florida having its principal place of business in the County of Dade and State of 1''1. or 1.da party of the second part, Witnesseth, that the said parties of the first part, for and in consideration of the sum of Tan Dollars and other good w valuable consider. at%Wllcirs to them in hand paid, the receipt whereof is hereby acknowledged, ha granted, bargained, sold, aliened, remised, released, enfeoffed, conveyed and con- firmed and by these presents do grant, bargain, sell, alien, remise, release, enfeoff, convey and confirm into the said party of the second part and its succes- sors and assigns forever, all that certain parcel of land lying and being in the County of Dade and State of Florida, more particularly described as follows: Lot 5, in Block 2, of WASHBURN? S SUBDIVISION, according to the plat thereof recorded in Plat ]3ook t, pace 112, of the public records of Dade County, Florida, also known as 1690 N. We 22nd .Place, Miami, Florida, with improvements thereon, 0 uOCLItJ bNI`I•AR' COMPTROLLER -/ Tog'ther with all the tenements, hereditaments and appurtenances, with every privilege, right, title, interest and estate, dower and right of dower, reversion, remainder and easement thereto belonging or in anywise appertaining: To Have and tiHold the same in fee simple forever. ,dnd the said parties of the first part do covenant with the said party of the second part that they are lawfully seized of the said premises, that they are free of all incumbrance, and that they have good right and lawful authority to sell the same; and that said part of the first part doth hereby fully warrant the title to said land, and will defend the same against the lawful claims of all persons whomsoever. W tn+.'ss Where the said parties of the first part have hereunto set their hands and seal the day and year above written. Signed, Sealed and Delivered in Our Presence: a . David Parrish / i/1 , /111) , Jan" T. 'Fdrrisn, .as wite s DocuSign Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095B13D10E2 State of -Florida, County of Dade I HEREBY CERTIFY, That on this 20 day of December a . D. 19 6.7, before me personally appeared G. David Parrish and Jan T. Parrish, the wife of G. David Parrish, to me known to be the person described in, and who executed the foregoing conveyance to The City of Miami, a municipal corporation of the State of Florida and severally acknowledged the execution thereof to be their free act and deed for the uses and purposes therein mentioned, WITNESS my signature and official seal at Miami i,n;t114,".09).&nty of Dade and State of Florida, the day and ConAvisqvbn -.gxpiresh'eiv"- /0 a)\ .a A Notci /Priblic State Of Ylorida at arge rn 0 0 0 0 z Anvcv: ''.11=wrzeowl'i hi ,,1 I r., C..) V 2cp-, cl) c,,.-JJ -VI '''.'h \a). 0 -7, t..) C.) r. (7) r...., 0'71,— •,' ,.. .-- ..,, ,.. "kG\ DocuS.gn Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095BBD10E2 r,LL, u'..o(.d4', Iil L).) WARRANTY DEED (TO CORPORATION) This Instrument Was Prepared By: ANTHONY J. DOLUCCA, SR„ Attorney 155 N. E. 2nd St., Miami, Florida RAMOO'S FORM 34 arraniU O rii 0145 3Ytbi'ut1t.1 P, Made, this 25th day of April , A. D. 19h8 BETWEEN AMEL'IA SMOYER, the unremarried widow of GLEN S. SMOYER, of the County of Dade part y of the first part, and CITY OF in Dade County, Florida, 65 S existing under the laws of the State of business in the County of Dade and lawfully authorized to transact business in WITNESSETFI: That the said part TEN DOLLARS and o. g. v, c. to her and State of Florida MIAMI, a municipal x,corporation, .Fl. First Street, Miami, Florida, Florida , having its principal place of and State of Florida the State of Florida, party of the second part. of the first part, for and in consideration of the sum of i�oiia`rs, in hand paid by the said party of the second part, the receipt whereof- is hereby acknow- ledged, has granted, bargained and sold to the said party of the second part, its successors and assigns, forever, the following described land situate, lying and being in the County of E2 STATE OF m FLORIDA Dade and State of Florida, to -wit:, ������ DOCUMENTARY SUR TAX Lot 3 and the South twenty (20) feet of Lot 2, Block 2, of WASHBURN' S SUBDIVISION, according to the Plat thereof, as recorded In Flat Book 4, at Page 112 of the Public Reeords o' Dade County, Florida. SUBJECT TO: 1) Real property taxes for the year 1968 and: subsequent years. 2) Conditions, restric of record. $11 00 tions and zoning ordinances .''TATE)'" LC.) I ).'�: � ? DOCUMENTARY wt STA/V1P TAX COMPTROLLER psy APR26Gtl TATE OF FLORIDA DOCUMENTARY SUR TAX And the said party of the first part does hereby fully warrant the title to said land, and will defend the same against the lawful claims of all persons whomsoever. IN WITNESS WHEREOF, the said party of the first part has hereunto set her hand and seal the day and year above written. Signs sealed and deliveredyn presence of us: •r (Seal) (Seal) ur�lGo'rtll�lf'� DocuSign Envelope ID: E8EF4F6D-C3E9-4755-A67C-nD909a5BBD1C68 i,E2 STATE OF FLORIDA, COUNTY OF J Iiirrrhp &kttfg, That on..this day personally appeared before,, me, .an officer duly authorized to administer oaths and take. acknowledgments, to me well known to be the person described in and who executed the foregoing deed, and acknow- ledged before me that executed the same freely and voluntarily for the purposes therein expressed. And 3 . Uzttper (IIL't'tif t, That the said , known to me to be the wife of the said • , on a separate and private examination taken and niade by and before me, separately and apart from her said husband, did acknow- ledge that she made herself a party to said deed for the purpose of renouncing, relinquishing and conveying all her right, title and interest, whether dower, homestead or of separate property, statutory or equitable, in and to the lands descibed therein, and that she executed the said deed freely and voluntarily and with- out any compulsion, constraint, apprehension, or fear of or from her said husband. lli ittt.030 my hand and official seal at ,-County of and State of Florida, this day of , A. D. 19 Notary Public, State of My commission expires STATE OF FLORIDA, County of DADE 3 limbo bg (1 raft That on this day personally appeared before me, an officer duly authorized to administer oaths and take acknowledgments, AMELIA SMOYER, the Unremarried widow of GLEN S. SMOYER', to me well known to be the person ledged before me that she expressed. li li described ira an who executed the foregoing deed, and acknow- executed the same freely and voluntarily for the purposes therein ltttetig my hand and official seal at Miami , County of Dade: and State of Florida, this 25th My Commission. Expires° NOTARY PUBLIC, STATF,ef--FLONIDA-at LARGE MY COMMISSION EXPIRES' NOV, 17, 1968 SOIWCC THROUGH Fr= W. DIES'rk LHORuL day 0 Ariril nary-Pub1i f� ta_te o! 0 ,r- X ITT rn GCS Ur) t^- 0fez nl 0 Ir 0 4'I `J C) in 0 t; A 0 0 trk DocuSign Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095BBD10E2 Li -1U WARRANTY DEED OFFICIAL FORM 5 , PHOTOSTAT OFFICIAL LEGAL FORMS HIALEAH. FLORIDA iarrantp 4aecb ?fit jt 3lnbentUre, Made this 9th day of April Mt:leen ALICE L. SCOTT, a single woman, of the County of Dade , in the State of Florida, part y THE CITY. OF MIAMI, a Municipal corporation of the Miami, Dinner Key, Florida 33133, of the County of Dade , in the State of Florida, party , Al. D. 1969 of the first part, and State of Florida, of the second part. itnettetfj, That the said part y of the first part, for and in consideration of the sum of Ten Dollars and Other Good and Valuable Considerations to her in hand paid by the party of the second part, the receipt whereof is hereby acknowledged, has granted, bargained and sold to the said party of the second part, its *xitxxxit assigns, forever, the following described land, situate, lying and being in the County of Dade and State of Florida, to -wit: trd Lots_6 and 7, Block 2, WASHBURN`S SUBDIVISION, according to the Plat thereof, recorded in Plat Book 4, Page_112, of the'Public Records of Dade County, Florida, , i0827 FLQRI APR'tf)'69. O.UUMENTAR'Y 13tdIFITAkjE _ r 2.5. 8 5 And the said part y of the first part do es hereby fully warrant title to said land, and will defend the same against the lawful claims of all persons whomsoever. In ;Yd. ! itne$t do, fjereof, the said part y of the first part hand and seal the day and year above written. 'igneb, l eafeb anti befibereb in pretence of us: • fie Mate of Jforiba, Countp of DADE has hereunto set her luE�L L. SCOTT Clod; Circuit Court oy 41__ C, 3i jtelrebp Ceetif' that on this clay personally appeared before me, an officer duly authorized to administer oaths and take acknowledgments, ALICE L. SCOTT, a single woman, to nze well known to be the persondescribed in and who executed the foregoing deed, and acknowledged before me that she executed the same freely and voluntarily for the pur- pose therein expressed. State of Florida, County of bade ,aa� 'This instrument w-; filed for record thej___tiay of 7S(i9 L4 .t'M. and dukyLecorded In OFFICIAL RECOR5* Boo! ._on Page . .Filet 6%- No, 69 R'.V E .� I EITHERMAN itriett my hand and official seal at Hialeah, County of Dade and State of day of April , A. D. 79 69 . My commission expires: his Instrument Was Prepared Sy; ERNEST N. STAMEY, Attorney 76 E. Sth Strast, i-li©loah, Florida Florida Notary Public, S • DocuSign Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095BBD10E2 Detail by Entity Name DIVISION OF CORPORATIONS L5VJ JJC,wl of f� yy p DJ:LP rJ j. rI E i ua� u r lute of Florida w eitThe Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Florida Not For Profit Corporation ALLAPATTAH COMMUNITY ACTION, INC. Filing Information Document Number 742637 FEI/EIN Number 59-2000654 Date Filed 05/03/1978 State FL Status ACTIVE Last Event AMENDMENT Event Date Filed 09/02/2022 Event Effective Date NONE Principal Address 1836 NW 22 PLACE MIAMI, FL 33125 Changed: 05/14/2018 Mailing Address 2257 NW N. RIVER DR. MIAMI, FL 33125-2241 Changed: 04/21/1986 Registered Agent Name & Address Del Rivero, Miguel, CHRM 1169 SW 85th Ct MIAMI, FL 33144-4063 Name Changed: 02/27/2023 Address Changed: 02/27/2023 Officer/Director Detail https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&search NameOrder=ALLAPAT.. 1/3 DocuSign Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095BBD10E2 Name & Address Detail by Entity Name Title D FAJARDO, ALVARO 6039 COLLINS AVE #633 MIAMI BEACH, FL 33140 Title Director DUTTON, DOUGLAS 7853 W. 36TH AVE #1C1 HIALEAH, FL 33018 Title Secretary/Treasurer Pomar, Armando V 7710 Abbott Ave 4 Miami Beach, FL 33141 Title Director Balbuena, Francisco M 9581 Fountainbleu Blvd 203 Miami, FL 33172 Title Director Barrios, Jose A 3001 NW 17 Street Miami, FL 33125 Title CHRM DEL RIVERO, MIGUEL 1169 SW 85TH CT MIAMI, FL 33144-4063 Title V ABREU, MARIA 13022 SW 88th Lane MIAMI, FL 33186 Title D VILLORIN, ARMANDO 6375 SW 38 STREET MIAMI, FL 33155 https://search.su nbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&search NameOrder=ALLAPAT.. 2/3 DocuSign Envelope ID: E8EF4F6D-C3E9-4755-A67C-D9095BBD10E2 Annual Reports Detail by Entity Name Report Year Filed Date 2021 02/16/2021 2022 04/27/2022 2023 02/27/2023 Document Images 02/27/2023 --ANNUAL REPORT 09/02/2022 --Amendment 04/27/2022 --ANNUAL REPORT 02/16/2021 --ANNUAL REPORT 01/28/2020 --ANNUAL REPORT 03/14/2019 --ANNUAL REPORT 03/18/2018 --ANNUAL REPORT 04/05/2017 --ANNUAL REPORT 03/04/2016 --ANNUAL REPORT 03/31/2015 --ANNUAL REPORT 01/09/2014 --ANNUAL REPORT 04/17/2013 --ANNUAL REPORT 01/20/2012 --ANNUAL REPORT 04/21/2011 --ANNUAL REPORT 01/04/2010 --ANNUAL REPORT 02/23/2009 --ANNUAL REPORT 05/13/2008 --ANNUAL REPORT 02/06/2008 --ANNUAL REPORT 05/02/2007 --ANNUAL REPORT 03/22/2007 --Amendment 02/08/2007 --ANNUAL REPORT 02/06/2006 --ANNUAL REPORT 03/11/2005 --ANNUAL REPORT 02/17/2004 --ANNUAL REPORT 04/17/2003 --ANNUAL REPORT 01 /31 /2002 --ANNUAL REPORT 02/13/2001 --ANNUAL REPORT 06/09/2000 --ANNUAL REPORT 03/23/1999 --ANNUAL REPORT 06/15/1998 --Amendment 05/14/1998 --ANNUAL REPORT 03/13/1997 --ANNUAL REPORT 01 /31 /1996 --ANNUAL REPORT 03/30/1995 --ANNUAL REPORT View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Florida Department of State, Division of Corporations https://search.su nbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&search NameOrder=ALLAPAT... 3/3 Olivera, Rosemary From: Rivers, Michael Sent: Wednesday, March 22, 2023 12:10 PM To: Hannon, Todd Cc: Lee, Denise; Olivera, Rosemary; Gibbs-Sorey, Domini; Lila, Sandy; Frey, Andrew; Blue, Sabrina Subject: Matter 22-1267 Allapattah Community Action, Inc (Day Care) Attachments: Complete Package-Allapattah Community Action, Inc (Day Care).pdf Good afternoon Todd, Please find attached the fully executed copy of an agreement from DocuSign that is to be considered an original agreement for your records. Regards, Michael Rivers, Special Project Asst. Real Estate & Asset Management City of Miami 444 SW 2nd Ave, 3rd Floor Miami, FI 33130 mrivers@miamigov.com i