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HomeMy WebLinkAbout26070AGREEMENT INFORMATION AGREEMENT NUMBER 26070 NAME/TYPE OF AGREEMENT MIAMI YACHT CLUB, INC. DESCRIPTION LEASE AGREEMENT/USE OF PORTION OF WATSON ISLAND/FILE I D : 18463/R-25-0477/MATTER I D : 24-2368 EFFECTIVE DATE April 1, 2026 ATTESTED BY TODD B. HANNON ATTESTED DATE 4/3/2026 DATE RECEIVED FROM ISSUING DEPT. 4/3/2026 NOTE DOCUSIGN AGREEMENT BY EMAIL LEASE AGREEMENT BETWEEN THE CITY OF MIAMI A MUNICIPAL CORPORATION OF THE STATE OF FLORIDA, (City) AND MIAMI YACHT CLUB, INC. (Lessee) FOR THE USE OF A PORTION OF WATSON ISLAND TABLE OF CONTENTS ARTICLE I - DESCRIPTION AND TERM 1.1 Defmitions 1.2 Description of Premises 1.3 Term of Lease ARTICLE II - PURPOSE OF USE AND OCCUPANCY 2.1 Purpose of Use and Occupancy of Leased Property 2.1.1 State Approval 2.1.2 Non -Waiver of Pre -Existing Rights 2.2 Limitations on Commercial Activities 2.3 Additional Limitations and Restrictions on Lessee's Use 2.4 Continuous Duty to Operate ARTICLE III - ENVIRONMENTAL PROVISIONS 3.1 Environmental Condition of Leased Property; Disclaimer 3.2 Lessee Environmental Covenant 3.3 Indemnification 3.4 Disclosure, Warning and Notice Obligations 3.5 Environmental Tests and Audits 3.6 Survival of Lessee's Obligations ARTICLE IV - COMMUNITY SERVICES ARTICLE V RENT AND FINANCIAL OBLIGATIONS 5.1 Rent 5.2 Percentage Rent 5.3 Additional Rent 5.4 Sales, Use and Rent Taxes; Assessments; Property Taxes 5.5 Unpaid Fees; Holdover 5.6 Accord and Satisfaction 5.7 Adjustment to Base Rent 5.8 Interest on Late Payments 5.9 Overpayment and Underpayment 5.10 Special Assessments or Taxes 5.11 Payment of Ad Valorem Taxes 5.12 Security Deposit 5.13 Returned Check Fee 5.14 Annual Audit Report 5.15 Annual Reports 5.16 Triple Net Lease ARTICLE VI - RECORDS AND AUDITING 6.1 Records of Sales ARTICLE VII - LICENSES; COMPLIANCE WITH LAWS 7.1 Licenses and Permits 7.2 Governmental Regulations ARTICLE VIII - ALTERATIONS TO THE LEASED PROPERTY 8.1 Acceptance of Premises by Lessee 8.2 Construction 8.3 Alterations 8.4 Construction Bonds 8.5 Contractor Requirements 8.6 No Liens 8.7 Payment and Performance Bonds 8.8 Proof of Available Funding 8.9 Reserve Funds for Capital Improvements ARTICLE IX -LESSOR'S INSPECTION AND RIGHT OF ENTRY 9.1 Inspection by Lessor 9.2 Lessor's Right of Entry ARTICLE X - UTILITY CHARGES ARTICLE XI - NO REPRESENTATION BY LESSOR 11.1 Condition of Leased Property ARTICLE XII - MAINTENANCE AND REPAIR 12.1 Maintenance and Repair of Leased Property 12.2 Preventive Maintenance and Services ARTICLE XIII - INDEMNIFICATION AND INSURANCE 13.1 Indemnification and Hold Harmless 13.2 Insurance 13.3 Commercial General Liability 13.4 Business Auto Liability 13.5 Workers' Compensation and Employers Liability 13.6 Property, Wind and Flood Insurance 13.7 Additional Insured Endorsement 13.8 Loss Payee Endorsement 13.9 Certificate of Insurance 13.10 Waiver of Subrogation 13.11 Premiums and Proceeds 13.12 Deductibles, Coinsurance and Self -Insured Retention 13.13 Right to Review, Reject or Adjust Insurance 13.14 No Representation of Coverage Adequacy 13.15 Pollution Legal Liability 13.16 Umbrella Liability 13.17 Liquor Liability 13.18 Indemnification 13.19 Damage or Loss to Lessee's Property 13.20 Destruction of Leased Premises ARTICLE XIV - EMINENT DOMAIN 14.1 Permanent Taking 14.2 Temporary Taking 14.3 Condemnation ARTICLE XV - ASSIGNMENT AND SUBLETTING ARTICLE XVI - OWNERSHIP OF IMPROVEMENTS ARTICLE XVII - SIGNAGE ARTICLE XVIII — DEFAULT PROVISIONS 18.1 Default by Lessee 18.2 Default by City ARTICLE XIX — NOTICES ARTICLE XX — MISCELLANEOUS PROVISIONS 20.1 Ingress and Egress 20.2 Successors 20.3 Surrender of Leased Property 20.4 Amendments 20.5 Award of Agreement 20.6 Conflict of Interest 20.7 Construction of Agreement 20.8 Governing Law and Venue; Attorneys' Fees 20.9 Waiver of Jury Trial 20.10 Severability 20.11 Waiver 20.12 Captions 20.13 Radon 20.14 Time of Essence 20.15 Non -Exclusivity of Remedies 20.16 Incorporation by Reference 20.17 Survival 20.18 No Third -Party Beneficiary 20.19 Public Entity Crimes 20.20 Public Records 20.21 Minimum Established Rates ARTICLE XXI — HOLD OVER ARTICLE XXII — QUIET ENJOYMENT ARTICLE XXIII — AFFIRMATIVE ACTION 23.1 Affirmative Action; Nondiscrimination; Minority/Women Business Utilization 23.2 Nondiscrimination ARTICLE XXIV — MARINE PATROL 24.1 Additional Consideration 24.2 Lessee Not Responsible for Marine Patrol Personal Property ARTICLE XXV — ENTIRE AGREEMENT ARTICLE XXVI — ANTI -HUMAN TRAFFICKING ARTICLE XXVII — ACCESS AND AUDITS ARTICLE XXVIII — ELECTRONIC SIGNATURES / COUNTERPARTS EXHIBITS Exhibit A — Leased Property Exhibit B — Marine Patrol Area Exhibit C — Anti -Human Trafficking Affidavit Exhibit D — Minimum Established Rates Exhibit E — Lessee's Work Exhibit F — Community Services LEASE AGREEMENT This Lease Agreement ("Lease"), is made and entered into this 1st day of April 2026, ("Effective Date") by and between the City of Miami, a municipal corporation of the State of Florida by and through its City Commission (hereinafter referred to as "City" or "Lessor") and the Miami Yacht Club, Inc. a not -for -profit corporation (EIN:#59-0681086); hereinafter called the "Lessee" or "Lessee". The Lessor and Lessee, together the "Parties" agree as follows: WITNESSETH: WHEREAS, City is the owner of certain real property as more specifically described hereinafter which Lessee desires to lease from City; and WHEREAS, the Lessee has operated a sailboat facility on a portion of Watson Island since 1947; and WHEREAS, the Lessee desires to continue to provided marine -recreation services to the community, which include: (i) the promotion and operation of amateur sailing regattas; training for youth in the sport of sailing and in general provide boating instruction and safety training for its members, the youth of the area and to the public; (ii) Marine Patrol boat storage;; (iii) establishing and conducting regattas; and, (iv) providing community service programs including youth sailing camps; and WHEREAS, the Lessee's operation of the sailboat facility at Watson Island has been of benefit to the general welfare of the City of Miami and its residents, and has brought and will continue to bring international publicity to Miami; and WHEREAS, on November 2, 1993, the electorate of the City of Miami approved Charter Amendment No. 1 thereby amending the Charter of the City of Miami to establish a procedure for waiving competitive bidding and referendum requirements when entering into a lease or extending an existing lease with a non-profit, non-commercial, water -dependent organization which provides or seeks to provide marine -recreation services and/or activities to the community at any city -owned waterfront property, provided certain conditions are met pertaining to public access, public use, waterfront setback and view -corridor requirements, fair return to the City, compliance with the master plan and requirements prescribed by ordinance pertaining to an organization using city - owned facilities; and WHEREAS, the Commission of the City of Miami, Florida, by Resolution No. 97- 535, passed and adopted on July 24, 1997, determined that it is in the best interest of the City of Miami to enter into a lease agreement with the Lessee for the provision of marine recreation services in accordance with the provisions of Section 29-D of the Charter of the City of Miami; and WHEREAS, the current lease agreement with the Lessee is set to expire on March 31, 2026; and WHEREAS, the Lessee wishes to continue to operate and enter into a new Lease agreement for its continued operation; and WHEREAS, City is willing to lease such property to the Lessee for the use set forth hereinafter; and WHEREAS, during the initial term of the lease, the Lessee shall construct certain Improvements as more specifically described in this Lease, including (i) installation of a Modular Dockmaster Office and associated bathroom facilities; (ii) Dry Storage and Partial Concrete Dock Replacement at an estimated cost of $3,720,000; and, Partial Concrete Dock Replacement at an estimated cost $1,270,000; and WHEREAS, Lessee shall be solely responsible for the construction and cost of all improvements to the marina, building, and restaurant located at the Property, including but not limited to labor, supplies, materials, equipment, professional services, any surrounding or adjacent municipal, governmental, regulatory requirements, land development, building, electrical, marine related or similar permits, consents, and approvals or any utility and telecommunications or computer hook-ups; and WHEREAS, the City and Lessee desire and intend to enter into a new Lease Agreement authorizing the Lessee's leasing of the Property as provided herein commencing April 1, 2026, and continue for an initial term of Thirty (30) years with two (2) options to renew of five (5) years each. NOW, THEREFORE, in consideration of the premises and mutual covenants hereinafter contained to be observed and performed, the parties hereto do hereby covenant and agree as follows: ARTICLE I DESCRIPTION AND TERM The recitals set forth above are true and correct and are adopted as if fully set forth here. 1. DEFINITIONS Any word contained in the text of this Lease Agreement shall be read as the singular or the plural, and as the masculine, feminine or neuter gender as may be applicable in the particular context. More specifically, however, for the purposes of this Lease Agreement the following words shall have the meanings attributed to them in this Section: "Board of Trustees for the Internal Improvement Trust Fund" (hereinafter "TIITF") shall mean the state agency which oversees the activities of the State of Florida Department of Environmental Protection. "City Manager" means the administrative head of the City's government who has been appointed by the City Commission of the City of Miami in accordance with the provisions of Section 15 of the Charter of the City of Miami, as amended, and who is authorized to execute this Lease and other documents including notices required hereunder. "Club Members" means those individuals who have applied for and been accepted for membership into any one of several classes of membership in the Miami Yacht Club. Classes of membership include, but are not limited to: Active Members, Associate Members, Life Members, Honorary Members, Junior Members, Business Members, and Senior Members. Requirements for the various classes of membership are contained in the By -Laws of the Miami Yacht Club and may be changed from time to time by approval of a majority vote of the general membership. "Department of Environmental Protection" or "DEP", shall refer to the administrative agency of the State of Florida, or any successor agency, that administers and regulates the use of submerged lands deeded to the City and those submerged lands which are still state-owned and leased to the City. "Hazardous Materials" means any toxic or hazardous substance, material, or waste, and any other t:ontaminant, pollutant or constituent thereof, whether liquid, solid, semi -solid, sludge and/or gaseous, including without limitation, chemicals, compounds, pesticides, petroleum products including crude oil and any fraction thereof, asbestos containing materials or other similar substances or materials which are regulated or controlled by, under or pursuant to any federal, state or local statutes, laws, ordinances, codes, rules, regulations, orders or decrees, not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendment and Reauthorization Act of 1986 ("SARA"). U.S.C. §9601, et seq. (hereinafter collectively "CERCLA"); the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 ("RCRA") and subsequent Hazardous and Solid Waste Amendments of 1984, also known as the 1984 "RCRA" amendments, 42 U.S.C. §6901 et seq.; the Hazardous Material Transportation Act, 49 U.S.C. §1801, et seq.; the Clean Water Act, as amended, 33 U.S.C.§1311, et seq.; the Clean Air Act, as amended, 42 U.S.C. §7401-7642; Toxic Substance Control Act, as amended, 15 U.S.C. §2601 et seq.; the Federal Insecticide, Fungicide, and Rodenticide Act ("FIFRA"), as amended, 7 U.S.C. §136-136y; the Emergency Planning and Community Right -to -Know Act of 1986 ("EPCRTKA" or "EPCRA"), as amended, 42 U.S.C. §11001, et seq. (Title Ill of SARA); the Occupational Safety and Health Act of 1970 ("OSHA"), as amended, 29 U.S.C. §651, et seq.; any similar state statute, including without limitation, and by way of example, Chapters 376 or 403, Florida Statutes, as amended; or in the regulations implementing such statues or which has been or shall be determined at any time by any agency or the court to be a hazardous or toxic substance regulated under any other Environmental Laws; or any substance or material that is or becomes regulated by any federal, state, or local governmental authority. "Environmental Laws" shall include, but shall not be limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendment and Reauthorization Act of 1986 ("SARA"), 42 U.S.C. §96C11, et seq. (hereinafter collectively "CERCLA"); the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 ("RCRA") and subsequent Hazardous and Solid Waste Amendments of 1984, also known as the 1984 "RCRA" amendments, 42 U.S.C. §691)1 et seq.; the Hazardous Material Transportation Act, 49 U.S.C. §1801, et seq.; the Clean Water Act, as amended, 33 U.S.C. §1311, et seq.; the Clean Air Act, as amended, 15 U.S.C. §26()1 et seq.; the Federal Insecticide, Fungicide, and Rodenticide Act ("FIFRA"), as amended, 7 U.S.C. §136- 136y; the Emergency Planning and Community Right -to -Know Act of 1986 ("EPC:RTKA" or "EPCRA"), as amended, 42 U.S.C. §11001, et seq. (Title Ill of SARA); the Occupational Safety and Health Act of 1970 ("OSHA"), as amended, 29 U.S.C. §651, et seq.; any similar state statute, including without limitation Chapters 252,255,376,403,442, Florida Statutes, as amended; and the regulations promulgated thereunder, and any other local laws or regulations, including, but not limited to Chapter 24, Environmental Protection, of the Code of Metropolitan Dade County, Florida, as all of the foregoing may be amended, modified, supplemented, superseded or replaced at any time during the Term, that govern or relate to: "Gross Revenue" shall mean the entire amount of the revenues and/or percentages of revenues collected or accrued from all sources derived from the operation of the Leased Property, without limitation, including fees to Club members for the storage of boats (wet and dry), dockage fees, membership dues, initiation fees, or use fees for rental of the Clubhouse for use by Club members; and the total sale price of all food and beverages sold on the property. "Improvements" shall mean all existing improvements located on the Leased Property as of the Lease Commencement Date together with all future improvements constructed and/or installed thereon by Lessee. "Leasehold Mortgage" means a mortgage, deed of trust, or other instrument, or any security interest given in connection therewith, which together constitute an encumbrance or lien upon the Lessee's leasehold interest, or any related personal property, as security for any loan, provided that a Leasehold Mortgage shall not encumber the City's fee simple interest in the City Property. "Leasehold Mortgagee" means any holder of the Leasehold Mortgage or note, or notes secured by it. "Lease Year' shall mean any period of time consisting of Twelve (12) consecutive calendar months commencing on the Lease Commencement Date and each anniversary thereafter during the Term. "Applicable Law" means applicable laws, Florida Statutes, codes, City and Miami -Dade County ordinances, orders, judgments, decrees and injunctions from courts having jurisdiction over the Subject Property, rules, and requirements of State and local boards and agencies with jurisdiction over the Subject Property, now existing or hereafter enacted, adopted, foreseen and unforeseen, ordinary and extraordinary, which may be applicable to the Subject Property or any part of it. "Parties" means Lessor and Lessee. "Prime Interest Rate" means that rate of interest charged by First Union National Bank of Florida (or if this bank is not in existence or making loans at the Prime Interest Rate, then the Prime Interest Rate shall be that rate so charged by the bank located in Dade County having the largest net worth at the applicable time) from time to time on Ninety (90) day commercial loans to its most creditworthy corporate borrowers. "Section", "subsection", "paragraph", "subparagraph", "clause", or "subclause" followed by a number or letter means the section, subsection, paragraph, subparagraph, clause or subclause of this Lease Agreement so designated. "Submerged Lands Area" shall mean the City -owned, submerged lands located within the Property and deeded to the City by the State of Florida to be used by the Lessee for? 1.2 DESCRIPTION OF PREMISES The Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor a parcel of land consisting of approximately 3.69 acres of upland and the improvements constructed thereon, and approximately 2.87 acres of submerged land, located in the City of Miami, Dade County, Florida, as legally described in (Exhibit A) attached hereto and by this reference incorporated herein and made a part hereof, (hereinafter the "Leased Property"). 1.3 TERM OF LEASE The term of this Lease shall commence and become effective on April 1, 2026, hereafter the Effective Date, as hereinafter defined (the "Commencement Date") and shall remain in effect for a period of Thirty (30) years (the "Term"), unless extended or sooner terminated pursuant to the provisions of this Lease. City hereby grants to Lessee, so long as Lessee shall not be in default of any term, covenant, condition or payment of rent under this Lease, the right and option to extend the Term of this Lease for two (2) successive period(s) of five (5) year(s) each under the same terms and conditions of this Lease and commencing upon the expiration of the initial Term of this Lease or any extension thereof. Lessee shall exercise its options to extend, if at all, by written notice to the City received by the City on or before One Hundred and Eighty (180) days prior to the expiration of the initial Term of this Lease or any extension thereof. The City Manager shall approve or deny each renewal option on behalf of the City, such denial being authorized only upon a then existing default in the Lease Failure of Lessee to duly and timely exercise its option to extend the Term of this Lease shall be deemed a waiver of Lessee's right to said option and all further options. ARTICLE II PURPOSE OF USE AND OCCUPANCY 2.1 PURPOSE OF USE AND OCCUPANCY OF LEASED PROPERTY Lessee shall use and occupy the Leased Property solely for the purpose of operating a yacht club, which at all times during the Term must operate as a nonprofit, noncommercial, water -dependent organization which provides or seeks to provide marine recreational services and/or activities to the public and whose rules and regulations respecting membership shall at all times during the Term be promulgated and enforced in compliance with all requirements pertaining to membership prescribed by ordinance for organizations using City of Miami owned facilities. Lessee, subject to the limitations contained in this Section and other applicable provisions of this Lease, is also permitted to use and occupy the Leased Property to conduct public services incidental to boat club operations, including: promoting amateur sailing regattas; training youth in the sport of sailing and providing boating instruction and safety ("Permitted Uses"). The Leased Property shall not be used for any other purpose without the prior written consent of the City Manager, which consent may be withheld in the City Manager's sole discretion. 2.1.1 STATE APPROVAL Lessee's use of the Submerged Lands Area of the Leased Property shall be subject to approval by DEP and any restrictions set forth by DEP for the use of said Submerged Lands Area of the Leased Property. The Parties agree to cooperate to resolve any claim by the State of Florida that any deed restriction or other condition imposed by the State as a condition of the use of the Submerged Lands is not satisfied, including, where necessary, to amend the terms of the Lease to comply with such condition. All matters relating to obtaining such approvals, complying with any DEP requirements or State of Florida conditions, and satisfying any deed restrictions or other conditions imposed in connection with the use of the Submerged Lands Area shall be at Lessee's sole cost and expense. In the event that the State of Florida determines that any such condition has not been satisfied, either party may, following reasonable efforts to accommodate the State's claim, challenge such determination through any available administrative or judicial process, including all appeals, at Lessee's sole cost and expense. In the event of a final determination that the Submerged Lands Area cannot be used, then either party shall have the right to terminate this Agreement, without liability or recourse. 2.1.2 NON -WAIVER OF PRE-EXISTING RIGHTS The parties mutually covenant and agree that the fact this Lease has been made and entered into shall not be taken or construed to add to, take away from , or limit the rights, title or privileges of the City in or to the Submerged Lands hereby leased except as herein provided; nor shall such fact be taken or construed to add to, take away from, or limit the rights, title or privileges of Lessee therein, by reason of its right of use of the upland of said Lease by waiver or implication except as herein provided. 2.2 LIMITATIONS ON COMMERCIAL ACTIVITIES Lessee agrees that the Permitted Uses of the Leased Property are strictly limited to non- commercial, water dependent recreational and educational activities. Any ancillary activities shall be subordinate to, and in furtherance of, the Permitted Uses, and shall be conducted solely as necessary to serve Club Members and their guests to enhance utilization of the Leased Property to promote public access to the Leased Property, and only to the extent expressly authorized herein: (i) Lessee may sell food and beverages, including alcoholic beverages, and Club memorabilia to Club Members and their guests; (ii) Lessee may sell food and beverages excluding alcoholic beverages to the general public; (iii) Lessee may charge fees to Club Members for the storage of boats (wet and dry), dockage fees, membership dues, initiation fees, or use fees for rental of the Clubhouse for use by Club Members. 2.3 ADDITIONAL LIMITATIONS AND RESTRICTIONS ON LESSEE'S USE OF LEASED PROPERTY Only minor repairs and servicing of Club Members' boats shall be permitted on the Leased Property. The Leased Property shall not be used for the purpose of major maintenance or overhauling of Club Members' boats or craft. Except for the refilling by a licensed company of propane fuel tanks for cooking purposes, there shall be no sale or dispensing of fuel on the Leased Property. Lessee agrees and acknowledges that, pursuant to Section 38-78 of the City code, as may be amended from time to time, Lessee shall not sell, use, provide food in, or offer the use of polystyrene food service articles as defined in City Code Section 38-78 in the concession areas. A violation of this section shall be deemed a default under the terms of this Agreement. Notwithstanding the above, this section shall not apply to expanded polystyrene food service articles used for prepackaged food that have been filled and sealed prior to receipt by Lessee. 2.4 CONTINUOUS DUTY TO OPERATE Except where the Leased Property is rendered untenantable by reason of fire or other casualty, Lessee shall at all times during the Lease Term: (i) occupy the Leased Property; (ii) shall continuously conduct operations in the Leased Property in accordance with the terms of this Lease and shall at all times keep the Leased Property fully stocked with materials, trade fixtures and furnishings necessary and proper to operate the Leased Property and (iii) operate the yacht club during hours established herein or as such hours may be modified from time to time at the Lessee's discretion for the sole purpose of benefitting the club and restaurant operation, ("Required Operating Hours"). As of the Lease Date the minimum Required Operating Hours of the Property are Sunday through Saturday, excluding holidays, for eight hours a day and the minimum Required Operating Hours of the food and beverage operations are five days a week for eight hours a day. The days and hours of operation are to be determined by the Lessee and modified per season or special events. Lessee shall provide notice and keep posted the current operating hours for the public at all times. If the Lessee fails or refuses to satisfy any of the foregoing requirements in items (i) through (iii), then in such event Lessor shall have the right, in addition to all remedies herein provided for Default, to collect, and Lessee shall be obligated to pay, as Additional Payments, fifty percent (50%) of the average of the three previous years for the same dates for each day that Lessee does not comply with said requirements. (iv) Lessee shall not commit or suffer to be committed any waste upon the Leased Property, commit or permit the maintenance or commission of any nuisance or other act or thing which may result in damage or depreciation of value of the Property, or which may affect City's fee interest in the Leased Property or which results in an unsightly condition. All refuse is to be removed from the Leased Property at Lessee's sole cost and expense, and Lessee will keep such refuse in proper waste containers on the Leased Property until removed. Lessee will keep access to the Leased Property, the parking areas and other contiguous areas to the Leased Property free and clear of obstruction. Lessee, at its sole cost and expense, will keep the Leased Property free of rodents, vermin and other pests. ARTICLE III ENVIRONMENTAL PROVISIONS 3.1 ENVIRONMENTAL CONDITION OF LEASED PROPERTY; CITY DISCLAIMER City makes no covenant, representation or warranty as to the suitability of the Leased Property for any purpose whatsoever or as to the environmental condition thereof. Lessee acknowledges that it has had, as a result of Lessee's past use and occupancy of the Leased Property, an opportunity to inspect the Leased Property, observe its physical characteristics and existing conditions, and accordingly hereby waives any and all objections to or complaints about physical characteristics and existing conditions of the Leased Property, including without limitation, subsurface conditions and Hazardous Materials in, at, on or under the Leased Property. Lessee further acknowledges and agrees that the Leased Property is to be leased to, and accepted by, Lessee in its present condition, "AS IS" and with all faults. 3.2 LESSEE ENVIRONMENTAL COVENANT Lessee shall not cause or permit any Hazardous Materials to be brought upon, treated, stored, disposed of, discharged, released, produced, manufactured, generated, refined or used upon, about or beneath the Leased Property or any portion thereof by the Lessee, its agents, employees, contractors, licensees, Club Members, or invitees, other than Hazardous Materials of a nature and in amounts which are incidental to and customarily present at similar marine facilities. Lessee shall, at its sole cost and expense, be responsible for performing any removal, remediation, cleanup or restoration required as a result of a release of Hazardous Materials in or about the Leased Property, caused by the placement of the Hazardous Materials in or about the Leased Property (excluding any release caused by the Marine Patrol). Upon termination or expiration of this Lease Agreement, Lessee shall, at its sole cost and expense, cause all Hazardous Materials, including their storage devices, placed in or about the Leased Property by Lessee or its agents, employees, contractors, licensees, Club Members, or invitees at Lessee's direction, to be removed from the Leased Property and transported for use, storage or disposal in accordance and compliance with all applicable Environmental Laws. Lessor acknowledges that it is not the intent of this Article III to prohibit Lessee from operating the Leased Property for the use described in Section 2.1. Lessee may operate according to the custom of the industry so long as the use or presence of the Permitted Hazardous Materials is strictly and properly monitored according to all Environmental Laws. If Lessee shall breach the covenant in this Section, then in addition to any other rights and remedies which may be available to Lessor under this Lease Agreement or otherwise at law or in equity, Lessor may require Lessee to take all actions, or to reimburse Lessor for the costs of any and all actions taken by Lessor, as are necessary to comply with all Environmental Laws and to abate any significant present or potential health risk with respect to any Hazardous Material present at the Leased Property. 3.3 INDEMNIFICATION Without limitation of Lessee's indemnification obligations as provided in this Lease, Lessee agrees to indemnify, defend (at its own cost and expense), covenant not to sue, and hold harmless the City, their respective officers, officials, and employees, in their individual or official capacity (hereinafter collectively referred to as the "Indemnitees") from and against any and all claims, liabilities, damages, or causes of action of any nature ("Liabilities") arising out of, resulting from, or in connection with: (i) the Lessee's use of the Premises, (ii) the direct or indirect performance or non-performance of this Lease, , and/or (iii) the failure of Lessee to comply with any of the provisions contained herein, or to conform to statutes, ordinances, rules, regulations, conditions of approval, permits or requirements of any governmental authority, federal or state, in connection with the procuring or performance of this Lease, including, without limitation all actions and omissions by Lessee taken as a result of or in connection with this Lease. Without limitation of the foregoing, Lessee expressly agrees to indemnify, covenant not to sue, and hold harmless the indemnitees, or any of them, from and against all Liabilities which may be asserted by an employee or former employee of Lessee, or any of its subcontractors, agents, representatives, or consultants as provided above, for which Lessee's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation laws or similar laws. In the event that any action, cause of action, claim, demand or proceeding is brought against the Indemnitees, Lessee shall, upon written notice from the City, resist and defend such action or proceeding by counsel reasonably satisfactory to the City. Lessee expressly understands and agrees that any insurance protection required by this Contract or otherwise provided by Contractor shall in no way limit the responsibility to indemnify, hold, keep and save harmless and defend the Indemnitees. This indemnification provision shall survive the expiration, termination, failure to renew, or cancellation of this Lease and shall continue in effect until the expiration of the corresponding statute of limitations. Lessee recognizes the broad nature of this indemnification provision and all other indemnification obligations contained in this Lease and specifically acknowledges that City would not have entered into this Lease without Lessee's agreement to indemnify City and further acknowledges the receipt of good and valuable separate consideration provided by City in support hereof in accordance with the laws of the State of Florida. This provision shall survive expiration or termination of this Lease. 3.4 DISCLOSURE, WARNING AND NOTICE OBLIGATIONS Lessee shall comply with all laws, ordinances and regulations in the State of Florida regarding the disclosure of the presence or danger of Hazardous Materials. Lessee acknowledges and agrees that all reporting and warning obligations required under the Environmental Laws are the sole responsibility of Lessee, whether or not such Environmental Laws permit or require Lessor to provide such reporting or warning, and Lessee shall be solely responsible for complying with Environmental Laws regarding the disclosure of, the presence or danger of Hazardous Materials. Lessee shall immediately notify Lessor, in writing, of any complaints, notices, waming, reports or asserted violations of which Lessee becomes aware relating to Hazardous Materials on or about the Leased Property. Lessee shall also immediately notify Lessor if Lessee knows or has reason to believe a complaint, notice, warning, report or asserted violation will be issued with respect to the Leased Property. To the extent that the Marine Patrol stores or utilizes any Hazardous Materials at the Leased Property, the Marine Patrol shall comply with all laws, ordinances and regulations in the State of Florida regarding the disclosure of the presence or danger of Hazardous Materials. 3.5 ENIVIRONMENTAL TESTS AND AUDITS Lessee shall not perform or cause to be performed any Hazardous Materials surveys, studies, reports or inspections, relating to the Leased Property without obtaining Lessor's advance written consent, which consent will not be unreasonably denied. At any time during the Lease Term, Lessor shall have the right to enter upon the Leased Property in order to conduct appropriate tests to establish whether the Leased Property is in compliance with all applicable Hazardous Materials Laws. 3.6 SURVIVAL OF LESSEE'S OBLIGATIONS The respective rights and obligations of Lessor and Lessee under this Article III shall survive the expiration or termination of this Lease. ARTICLE IV COMMUNITY SERVICES In accordance with the requirements set forth in Section 29-D of the Charter of the City of Miami, and Sections 2-778 thru 2-780 and Sections 18-188 through 18-190 of the City of Miami Code, as amended, and to enhance public access to the Leased Property and the benefit to be afforded to residents of the City of Miami under this Lease, Lessee shall provide the following certain community services to the Lessor summarized below and more specifically described in Exhibit F, attached hereto and made a part hereof: i. Programming: a. Youth Sailing (recreational and competitive) b. Weekend & After School Sailing c. Sailing & Windsurfing Lessons d. Summer Camps offerings for youths, aged 7-15 e. U.S. Sailing Olympic Development Program & U.S. Sailing Team f. Sailing (recreational and competitive) g. Regattas ii. Community Engagement: MYC will share its space by providing event space and catering at no cost or at a significantly reduced cost for local non -profits serving Miami and beyond. Nonprofit organizations may include: a. Rotary Club of Miami b. South Florida Emerald Society c. Overtown Youth Center d. Red Dragons Miami Dragon Boat Racing Team e. Veterans Oceans Adventures Further, by partnering with local organizations that serve underserved populations, they are able to extend our impact to a broader community, ensuring that those who might otherwise be excluded from water -based activities are included and supported. These partnerships help to further their mission of making sailing and environmental education accessible to all, especially those in underprivileged neighborhoods. iii. Scholarships Provide Scholarships for water based activities. Miami Yacht Club will provide Sixty Thousand Dollars ($ 60,000.00) in annual scholarship value for water -based activities, lunch and education for approximately Seventy L70J youths. iv. Environmental Education Miami Yacht Club will host at least five (5) events per year with mission -aligned non -profits in Miami and beyond, to provide educational experiences that teach participants about the local marine environment, conservation efforts, and sustainable practices. v. City of Miami Marine Patrol At no cost to the Marine Patrol, that currently occupies approximately 1,000 square feet of office space, four wet slips, nine dry storage spaces, 10x12 foot storage facility in northwest corner, and seven parking spaces. Miami Yacht Club will be expanding this office space by also providing the upstairs conference room at 235 square feet, until the construction of a permanent facility is finished. Any costs associated with any modifications of the space shall be at the sole cost of the Marine Patrol unless otherwise mutually agreed in advance of such modification. vi. Watson Island Mooring Field (WIMF) MYC has a current licensing agreement with the City of Miami (the "License") whereby MYC contributes 2,000 square feet of its leasehold for dedicated space to the management office and upland facilities for the WIMF management team. MYC also provides two temporary trailers, fencing, water and electrical under the agreement, as well as providing 50 linear feet of dockage for two WIMF vessels. Lessee and City hereby agree that the License shall terminate on the Effective Date of this Lease without further action by the parties hereto. In addition to the rights and privileges granted by Lessee to City provided in Section 4.7 (v),(vi) hereinabove, Lessee agrees to provide the following, at no cost to the City: WET SLIP 1. City's use of Wet Storage Slip #1 (more specifically described as the South side of the J Dock running Easterly for an approximate length of 50 feet from the Western bulkhead, see site plan, Exhibit ?, attached hereto and made a part hereof. UPLAND FACILITIES 2. City's use of the Upland Facilities (more specifically described as the land bounded at the Southeastem most corner of the property and fenced in for a total of 2,000 square feet and to include both suitable office and restroom trailers to be provided by CLUB for exclusive use by the CITY for its mooring field operations, see Exhibit ? and Exhibit ?, attached hereto and made a part hereof. a.) Lessee, at its sole cost and expense, will provide and maintain the restroom trailer(s) and suitable office trailer throughout the term of this Lease. b.) The Slip and Upland Facilities are to be used at the sole risk of the City, and the Lessee shall not be liable for the care or protection of any vessel or transient boater. There is no warranty of any kind as to the condition of piers, walks, gangways, ramp or mooring gear, trailers, nor shall the Lessee be responsible for injuries to persons or property occurring upon the Lease Property, unless such injury to persons or property are caused by the negligent acts or omissions of the Lessee, its officers, agents, or employees. The City agrees that the Lessee shall not be the bailee of any vessel brought to the dock, and in no way does this Lease create a bailment relationship. c.) The City agrees to maintain possession, custody and control of the J Dock and Upland Facilities, and to keep all vessels properly secured in a manner that will not damage Lease Property or other vessels. d.) The Lessee's facilities are not safe locations for vessels during tropical storms or hurricanes and the Lessee believes significant damage to vessels and to the facilities will likely occur in a major storm if vessels are left in their slips during these times. The City agrees that it is its responsibility to be aware of the threat or approach of a tropical storm or hurricane. During hurricanes, regardless of whether the vessel is in a wet or dry slip, the City is strongly encouraged to remove any vessel from the Club's premises to avoid damage to the Club 's property or to the vessels belonging to other members. Lessee hereby commits to additional future planning in phased development to establish permanent office space and upland facilities from its existing temporary structure Pump out Station vii. Pump -Out Station Lessee may install a pump -out station to service the pump -out boat for the WIMF management team. viii. Public Purpose Availability Lessee agrees that for reasonable public purpose, it will make the Club facilities available, at no cost to Lessor, three (3) times a year for public events as designated by the Miami City Commission, upon, available dates. Lessor shall provide a written request to Lessee for the staging of a community service event at least fourteen (14) days prior to the scheduled event. Lessee shall immediately notify Lessor of any scheduling conflicts. In the event it becomes necessary for the Lessor to cancel or reschedule an event, the Lessor shall provide written notice to Lessee a minimum of seven (7) calendar days prior to the scheduled event. Neither party shall be liable to the other party for acts of God which require the cancellation, rescheduling or modification of an events' activities. ARTICLE V RENT AND FINANCIAL OBLIGATIONS 5.1 RENT Lessee shall pay City base rent of One hundred forty four thousand Dollas and Zero Cents ($144,000.00) (the "Annual Rent"), commencing on the Commencement Date, during the term of this Lease in equal monthly installments of Twelve Thousand Dollars and Zero Cents ($12,000.00), together with all applicable sales taxes thereon, on the first day of each month, in advance, without any prior demand therefor or any deduction, holdback or setoff whatsoever. If the Term hereof commences and/or expires on other than the first or last day of a calendar month, the Annual Rent payable for such month shall be prorated and paid on a per diem basis using a thirty (30) day month. If the Term hereof commences and/or expires on other than the first or last day of a calendar month, the Annual Rent payable for such month shall be prorated and paid on a per diem basis using a thirty (30) day month. All payments hereunder shall be made payable to the "City of Miami" and shall be delivered to the following address: City of Miami Department of Finance Attn: Cash Receipts Section 444 SW 2nd Avenue, 6th Floor Miami, Florida 33130 For online payments, visit http://miamigov.com/pay 5.2 PERCENTAGE RENT In addition to the payment of Annual Base Rent, commencing thirty days after the expiration of the first calendar month after the Commencement Date and thereafter within thirty days after the expiration of each every calendar month of the Lease Term, Lessee shall pay the City, without any prior demand and without any deduction or setoff whatsoever, an amount equal to ten percent (10%) of Gross Revenue in excess of One hundred and twenty thousand dollars and zero cents ($120,000) (the "Percentage Rent"). Lessee shall pay the Percentage Rent in the manner and upon the conditions hereinafter provided. Within thirty (30) days after the end of each calendar month Lessee shall pay to City in the form and at such address as provided for in Section 2.1. Lessee shall submit the Percentage Rent along with a Financial Sales Report, certified to be correct by the Lessee's Chief Financial Officer, reporting Gross Sales generated and certifying the amount of Gross Revenues of the preceding calendar month. 5.3 ADDITIONAL RENT Any and all sums of money or charges required to be paid by Lessee under this Lease other than the Annual Rent shall be considered "Additional Rent", whether or not the same is specifically so designated, and City shall have the same rights to enforce due and timely payment by Lessee of all Additional Rent as are available to City with regards to Annual Rent. 5.4 SALES, USE AND RENT, TAXES, ASSESSMENTS, AD VALOREM, REAL AND PERSONAL PROPERTY TAXES. Lessee shall pay all sales, use or rent taxes assessed by any governmental authority against the Annual Rent and/or Additional Rent, if any, even if such tax is intended to be imposed against City. Lessee shall pay before delinquency all ad valorem and non -ad valorem taxes and assessments, whether general or special and all tangible or intangible personal property taxes and assessments of any kind or nature which may be levied by any governmental authority against the Premises, Lessee's leasehold interest in the Premises, Lessee's Alterations or personal property located on the Premises. 5.5 UNPAID FEES, HOLDOVER In the event Lessee fails to make timely payment of any rentals, fees, charges, and payments due and payable in accordance with the terms of this Lease within ten (10) days after same shall become due and payable, interest at the rate of one and one-half percent (11/2 %) per month (or the highest rated permitted by law if lower) shall accrue against the delinquent payment(s) from the date due until the date payment is received by City. Such interest shall constitute Additional Rent. Notwithstanding the foregoing, City shall not be prevented from terminating this Lease for default in the payment of rentals, fees, charges, and payments due to City pursuant to this Lease or from enforcing any other provisions contained herein or implied by law. In the event Lessee shall holdover, refuse or fail to relinquish possession of the Premises at the expiration or termination of this Lease, Lessee shall be liable to City for any and all damages, and in addition thereto, Lessee shall also be strictly liable to pay to City during the entire period of such holdover, double rental, as provided for in Chapter 83.06, Florida Statutes. 5.6 ACCORD AND SATISFACTION In the event Lessee pays any amount that is less than the amount stipulated to be paid under this Lease, such payment shall be considered to be made only on account of the stipulated amount. No endorsement or statement on any check or letter shall be deemed an accord and satisfaction. The City may accept any check or payment without prejudice to City's right to recover the balance due or to pursue any other remedy available to City pursuant to this Lease or under the law. 5.7 ADJUSTMENT TO BASE RENT Commencing on the first anniversary of the of the Commencement Date, and on the commencement of each subsequent one (1) year period thereafter during the term of this Lease (hereinafter referred to as an "Adjustment Date"), the Annual Rent shall be increased by two and half percent (2.5%). In no event shall the Annual Rent be lower than two and a half percent (2.5%) over the Annual Rent in effect in the immediately preceding year. 5.8 INTEREST ON LATE PAYMENTS Any payment made by Lessee for any rental, fee or charge as required to be paid under the provisions of this Lease, which is not received by Lessor within five (5) days after same shall become due, shall be subject to interest at the prime interest rate, or such other rate as specified as the general interest rate on obligations in Florida by Chapter 687, Florida Statutes, whichever is higher, from the date such payment is due until such time as the payment is actually received by the City. 5.9 OVERPAYMENT AND UNDERPAYMENT In the event that the Lessee can demonstrate, by standard and generally acceptable accounting practices, that it has made an overpayment in the Percentage Rent in remitting the sum due in accordance with Section 4.3 of this Lease, such overpayment shall be refunded promptly to the Lessee exclusive of interest thereon, but if the Lessee has made an underpayment in the Percentage Rent then said underpayment shall be paid to the Lessor with interest thereon at the prime interest rate from the date that it was originally due until it is paid, or such other interest rate as is set forth in Chapter 687, Florida Statutes, as amended, whichever is higher. 5.10 SPECIAL ASSESSMENTS OR TAXES Notwithstanding that Lessor retains title to the Leased Property and any improvements thereto during the Lease Term hereof, Lessee covenants and agrees to pay any and all charges, taxes, or assessments, levied against the Leased Property and improvements, personal property or operations thereon, including, but not limited to, ad valorem taxes. Payment thereof shall commence with and shall include taxes assessed for the current year, if any. The Lessee fuilher covenants and agrees to pay all of said charges, taxes, or assessments, if any, lawfully assessed, on such dates as they become due and payable. 5.11 PAYMENT OF AD VALOREM TAXES Lessee agrees that to the extent that the Leased Property, Lessee's Leasehold Estate and the leasehold improvements are subject to ad valorem taxation, Lessee, at the option of the Lessee, may enroll in the Miami Dade County Ad Valorem Tax Payment Plan (the "Tax Plan"). Failure to pay taxes when due shall constitute an Event of Lessee's Default under this Lease. In the event the Tax Plan is discontinued, the City Manager and Lessee shall develop a payment method to ensure the monthly or quarterly payment of such taxes in advance of the due date. In the event Lessee appeals an ad valorem tax or the assessment value, Lessee shall immediately notify Lessor of its intention to appeal said tax and shall furnish and keep in effect a surety bond, of a responsible and substantial surety company reasonably acceptable to Lessor, or other security reasonably satisfactory to Lessor in an amount sufficient to pay one hundred percent of the contested tax with all interest on it and costs and expenses, including reasonable attorneys' fees, to be incurred in connection with it. 5.12 SECURITY DEPOSIT Due on the Effective Date of this Agreement, and as a condition to its effectiveness, Lessees shall pay to the City a security deposit in the amount of Twenty Four Thousand Dollars and Zero Cents ($24,000.00) ("Guarantee Deposit") to be held by the City throughout the Term of this Agreement, including any renewal periods. The Guarantee Deposit shall secure the Lessee's performance under this Agreement. Upon termination of the agreement, the City shall return the Guarantee Deposit, or any unexpended portion thereof, to Lessee upon the full satisfaction of Lessee's obligations herein. The City may deduct the cost of any repairs necessary to restore the Area to its preexisting condition, repairs or replacements of any damaged equipment or materials, any costs or expenses the City incurs as a result of Lessee's failure to perform any of its obligations herein, or outstanding fees or charges due to the City from the Guarantee Deposit. 5.13 RETURNED CHECK FEE In the event any check is returned to the City as uncollectible, the Lessee shall pay to City a returned check fee ("Returned Check Fee") based on the following schedule: Returned Amount Returned Check Fee $00.01 - $50.00 $20.00 $50.01 - $300.00 $30.00 $300.01 - $800.00 $40.00 Over $800 5% of the returned amount The Returned Check Fee shall constitute additional fees due and payable to City by Lessee, upon the date of payment of the delinquent payment referenced above. Acceptance of Returned Check Fee by City shall, in no event, constitute a waiver of Lessee's violations with respect to such overdue amount nor prevent City from the pursuit of any remedy to which City may otherwise be entitled. 5.14 ANNUAL AUDIT REPORT Within one hundred eighty (180) days after the end of Lessee's fiscal year, which as of the date of this Lease is October 1, 2026, Lessee shall deliver or cause to be delivered to the Director, whose address is 14 NE 1st Avenue 2nd Floor, Miami, FL 33132, Certified Audited Financial Statements ("Financial Statements") for the fiscal year which includes any and all Gross Revenues received by the Lessee (and Program Operators, if any) for the use of the Property. The Director shall be notified within ten (10) days of any change to the Lessee's fiscal year. If the end of the Lessee's fiscal year does not coincide with the end of a Lease Year for purposes of calculating percentage rent, the Financial Statements shall be separated by Lease Year. Such Financial Statements shall be prepared by an independent Certified Public Accountant ("CPA") prepared using Generally Accepted Accounting Principles ("GAAP") contracted at the Lessee's sole cost and expense. In the event Lessee is unable to timely submit the compilation Financial Statements and provided Lessee has commenced and diligently pursued the completion of the compilation, Lessee may request from the Director a thirty (30) day extension to complete the Financial Statements, which request shall not be unreasonably denied. Said CPA shall certify that he/she made a complete examination of the books, state sales tax returns, and federal income tax returns of Lessee and that such statements are prepared in accordance with GAAP and represents the Gross Revenues, other revenues, if any, and expenses of Lessee for the period indicated therein. In the event the Lessee fails to prepare or deliver any required Financial Statements to the City within the time set forth above, and without limitation of the City's remedies under this Agreement, the City, upon thirty (30) days' notice to Lessee, may elect to exercise either or both of the following remedies: To treat as a default of this Agreement, any such omission continuing after thirty (30) days' notice thus entitling the City, without further notice, to exercise its right to cancel this Agreement and resort to other legal remedies; and/or To cause an audit and/or accounting, pursuant to the provisions for this Agreement to be made at the sole cost and expense of the Lessee. Lessee shall pay the full cost of such audit within thirty (30) days of receipt of an invoice indicating the cost of such audit. Failure to pay such invoice shall constitute a default of this Agreement as provided in Section 18.1. below. Notwithstanding the above and during the Lease Term and for a period expiring three (3) years after the expiration of the Lease Term, at its option, the City may, at its sole cost and expense, audit Lessee's business affairs, records, files, sales slips and sales tax records in connection with Lessee's sales and revenues on, from or related to the use of the Property for the period covered by any financial statement, report or record furnished to the City. Lessee shall allow the City or auditors of the City to inspect all or any part of the source documents and records for the aforesaid monthly reports on not less than 48 hours' advance written notice. Said inspection shall be conducted at the sole discretion of the City. Records shall be available Tuesday through Friday, inclusive, between the hours of 9:00 AM and 5:00 PM at the Property. Copies requested by the City shall be furnished to the City at no cost. The acceptance of City of payments of Percentage Rent shall be without prejudice to City's right to conduct an examination of Lessee's books and records of its Gross Revenues and inventories of merchandise on the Property in order to verify the amount of annual Gross Revenues made by Lessee in and from the Property. 5.15 ANNUAL REPORTS As a condition precedent to the commencement of this Agreement, on each October 1st, during the Lease Term, the Lessee shall prepare and present an Annual Report (hereinafter "Annual Report") consisting of the following items describing the Lessee's use of the Property and public purpose benefits accomplished during each foregoing fiscal year: List of Public Services to City Residents: Lessee shall provide a list of public services provided to City of Miami residents, along with the total number of adults and/or children provided with instruction and/or other public services during the previous year. The sign-up sheet shall be available for on -site inspection during the City's annual inspection of the Property. List of international, national and local regattas and other public events hosted and/or co -sponsored by Lessee for the previous year. Numerical count of members, including members in each category of Lessee's club membership for previous year. State whether your organization had any independent contractor(s) working on -site at the Property for the previous year. If so, describe what type of work the independent contractor(s) was engaged in and the method of payment. Preventive Maintenance Inspection Report. Lessee shall, at its sole cost and expense, have a qualified property inspector perform a physical inspection of the Property ("Preventive Maintenance Inspection"), including all structural components and mechanical equipment as part of a preventive maintenance program. Lessee shall submit a written report of such inspection ("Preventive Maintenance Report") to the Director, or the Director's designee, on the fifth anniversary of the Lease Commencement Date and every five (5) years thereafter. If the Preventive Maintenance Report identifies any conditions requiring repair, replacement, or modification, Lessee shall also submit a proposed remediation plan for such conditions, which plan shall be subject to the approval by the City Manager or his/her designee. Lessee shall promptly perform all approved remediation in accordance with the approved plan and within the timeframes specified by the City Manager or his or her designee. 5.16 TRIPLE NET LEASE This Lease shall be deemed to be a Triple Net Lease without cost or expense to City including, but not limited to, cost and expenses relating to taxes, insurance, and the maintenance and operation of the Leased Property. ARTICLE VI RECORDS AND AUDITING 6.1 RECORDS OF SALES During the Lease Term, Lessee shall maintain and keep, or cause to be maintained and kept at the tease Property, a full, complete and accurate record and account of all Gross Revenues arising or accruing by virtue of its operations conducted at or from the Leased Property, for each day of the Lease Term. All records and accounts including sales slips (which will be serially numbered), cash register tapes, bank statements or duplicate deposit slips, mail orders, telephone orders and all other supporting records, shall be available for inspection arid audit by the Lessor and its duly authorized agents or representatives during the hours of 8:00 AM to 5:00 PM, Mondays through Friday, and shall be in accordance with generally accepted account procedures. Lessee must provide point of sale machines or such other cash registers or accounting control equipment deemed reasonably necessary and consented to by the City Manager, for proper control of cash and payments whether such transaction is a cash or credit transaction. Lessee shall keep and preserve, or cause to be kept and preserved, said records for not less than sixty (60) months after the payment of the Percentage Rent due under the terms hereof. For the same period of time, Lessee shall also retain copies of all sales and tax returns covering its operations at the Leased Property, and any other governmental tax or other returns which show Lessee's sales therein, and shall, upon demand, deliver photographic copies thereof to the Lessor. The Lessee will cooperate with the Lessor's internal auditors (or such other auditors designated by Lessor) in order to facilitate the Lessor's examination of records and accounts. ARTICLE VII LICENSES; COMPLIANCE WITH LAWS 7.1 LICENSES AND PERMITS The Lessee shall, at Lessee's sole cost and expense, obtain any and all licenses and permits necessary and in connection with Lessee's use and occupancy of the Premises. Lessee's liquor license shall be restricted to a License for Clubs, currently referred to as a Type 11(c) License for Clubs as issued by the State of Florida. 7.2 GOVERNMENTAL REGULATIONS. Lessee shall, at Lessee's sole cost and expense, comply with all ordinances, laws, statutes and regulations promulgated thereunder of all City, municipal, state, federal and other applicable governmental authorities, now in force, or which may hereafter be in force, pertaining to Lessee or Lessee's use of the Leased Property, or the Leased Property generally. Lessee shall indemnify, defend and save City harmless from any and all penalties, fines, costs, expenses, suits, claims, or damages resulting from Lessee's failure to perform its obligations in this Section. ARTICLE VIII ALTERATIONS TO THE LEASED PROPERTY 8.1 ACCEPTANCE OF PREMISES BY LESSEE Lessee certifies that Lessee has inspected the Premises and accepts same "As Is", in its existing condition, together with all defects, latent or patent, if any, and subject to all easements, encumbrances, restrictions and matters of record. Lessee further acknowledges that the City has made no warranties or representations of any nature whatsoever regarding the Premises including, without limitation, any relating to the physical condition of the Premises or any improvements or equipment located thereon, or the suitability of the Premises or any improvements for Lessee's intended use of the Premises. No repair work, alterations, or remodeling of the Premises is required to be done by City as a condition of this Lease. The Parties acknowledge that Lessee was in possession of the Leased Property prior to the Lease Commencement Date pursuant to the terms of the Original Lease. 8.2 CONSTRUCTION Lessee shall be solely responsible for any and all improvements, repairs alterations or other work necessary to render the Premises suitable for Lessee's intended use. Lessee shall design and construct such improvements at Lessee's sole cost and expense, in accordance with the requirements of this Lease and in full compliance with applicable building codes and zoning regulations. All of Lessee's construction and improvements shall be made and performed in a good and workmanlike manner and shall be diligently performed to completion. 8.3 ALTERATIONS Lessee shall perform, at its sole cost and expense, the "non aspirational" alterations, improvements and additions set forth on Exhibit "E" attached hereto ("Lessee's Work"). Lessee shall perform Lessee's Work in a good and workmanlike manner and shall diligently pursue the same until completion. In the event Lessee's Work has not been completed by seven (7) years following the Effective Date hereof, City shall have the option of terminating this Lease by written notice to Lessee. Lessee shall not make any improvements, additions, modifications, or alterations to the Premises (hereinafter collectively referred to as "Alterations"), without the prior written consent of City in each instance, which may be withheld in the City's sole and absolute discretion. Lessee shall submit detailed plans and specifications for all such Alterations to City for City's written approval prior to commencing work on same. Lessee agrees and acknowledges that all work performed to the Premises, whether pursuant to this Section or otherwise, shall be performed and accomplished solely for the benefit of Lessee, and not for the benefit of City, such work being nevertheless subject to each and every provision of this Lease. All work done by Lessee shall be done in a good and workmanlike manner and shall be diligently prosecuted to completion strictly in accordance with the approved plans and specifications therefor. Upon giving its approval for any work or Alterations, City may specify whether the Alteration is to be removed by Lessee, at Lessee's sole cost and expense, upon the termination or expiration of this Lease. 8.4 CONSTRUCTION BONDS Lessee shall ensure that all Alterations are constructed to completion in accordance with the approved plans therefor and that all persons or entities performing work or providing materials relating to such improvements including, without limitation, all contractors, subcontractors, sub - subcontractors, laborers, materialmen, suppliers and professionals, are paid in full for such services and materials. Lessee shall also require contractors to furnish for the benefit of City a payment and performance bond to City equal to the cost of the improvements and in the form required under Section 255.05, Florida Statutes and in accordance with the amounts specified therein. Lessee shall also require contractors to furnish satisfactory evidence of statutory Worker's Compensation insurance, commercial general liability insurance, commercial automobile insurance, and physical damage insurance on a Builder's Risk form with the interest of City endorsed thereon, in such amounts and in such manner as City may reasonably require. City may require additional insurance for any alterations or improvements approved hereunder, in such amount as City reasonable determines to be necessary. 8.5 CONTRACTOR REQUIREMENTS Intentionally left blank. 8.6 NO LIENS Lessee covenants and agrees that nothing contained in this Lease shall be construed as consent by City to subject the estate of City to liability under the Construction Lien Law of the State of Florida, it being expressly understood that City's estate shall not be subject to such liability. Lessee shall notify any and all parties or entities performing work or providing materials relating to any improvements made by Lessee of this provision of this Lease. If so requested by City, Lessee shall file a notice satisfactory to City in the Public Records of City of Miami, Florida stating that City's interest shall not be subject to liens for improvements made by Lessee. In the event that a construction lien is filed against the Lessee's Premises or other City property in connection with any work performed by or on behalf of Lessee, Lessee shall satisfy such claim, or transfer same to security, within 10 days from the date of filing. In the event that Lessee fails to satisfy or transfer such claim within said 10 day period, City may do so and thereafter charge Lessee, and Lessee shall promptly pay to City upon demand, as Additional Rent, all costs incurred by City in connection with the satisfaction or transfer of such claim, including attorney's fees. Further, Lessee agrees to indemnify, defend, and save City harmless from and against any damage or loss incurred by City as a result of any such construction lien. 8.7 PAYMENT AND PERFORMANCE BONDS No construction of Alterations with a cost in excess of two hundred thousand dollars ($200,000.00) shall commence on the Premises until Lessee has secured and submitted to the Lessor for approval pursuant to the City of Miami Code and Section 255.05, Florida Statutes, as may be amended, payment and performance bonds in the amount of one hundred twenty-five percent (125%) of the total construction cost of the Alterations. Lessee shall be responsible for maintaining said bonds in full force and effect throughout the construction of the Alterations. All bonds shall be issued by insurance and surety companies acceptable to the Lessor and duly qualified to transact such bonding business in the State of Florida, subject to form and substance approval by Lessor's City Manager. 8.8 PROOF OF AVAILABLE FUNDING Prior to the commencement of any Alterations to the Leased Property, in excess of ten thousand dollars ($10,000.00), lessee shall provide to Lessor documentation verifying the availability and source of funds required to complete the proposed Alterations. 8.9 RESERVE FUNDS FOR CAPITAL IMPROVEMENTS Lessee agrees by the end of Lease Years one through thirty, Lessee shall deposit in a separate account by the end of each of these lease years the sum of ten thousand dollars and 00/100 ($10,000.00) (the "Annual Contribution") for the purpose of establishing a Reserve Fund for the sole purpose of funding "Capital Improvements" to the Lease Property, and no other purpose. A Capital Improvement is defined as a capital expenditure of five thousand dollars and 00/100 ($5,000.00) or more, resulting in the acquisition, improvement or addition to fixed assets in the form of buildings or improvements, more or less permanent in character and durable equipment with a life expectancy of at least three years. By the end of the initial Term, Lease Year Thirty (30), said Reserve Fund shall have an ending balance of no less than Four hundred thousand dollars ($400,000.00). The Annual Contribution shall be increased by two and a half percent (2.5%) during the prior year during the term of the lease and any extensions thereof. It is the intent of the Reserve Fund to facilitate the funding of Capital Improvements. The Annual Contribution required above is a minimum contribution and is not meant to limit the ability of Lessee to deposit additional monies in said fund for the purpose of funding Capital Improvements which may be desired or required pursuant to this Lease. ARTICLE IX LESSOR'S INSPECTION AND RIGHT OF ENTRY 9.1 INSPECTION BY LESSOR City or City's agents shall have the right, upon reasonable prior notice to Lessee (except that no notice need be given in case of emergency) to enter the Premises for the purpose of inspection of the Premises and the improvements located thereon. Any such entrance into the Premises shall be conducted by City in a manner calculated to minimize interference with or disruption of Lessee's operations within the Premises. 9.2 LESSOR'S RIGHT OF ENTRY Lessee agrees to permit Lessor to enter upon the Leased Property at all reasonable times, for any purpose Lessor deems necessary to, incident to, or connected with the performance of Lessor's duties and obligations hereunder or in the exercise of its rights and functions. ARTICLE X UTILITY CHARGES Lessee shall be solely responsible for and promptly pay all costs and expenses relating to providing utility service to the Premises, including, without limitation, construction and connection charges and shall pay directly to the utility company or the provider of such service all charges and assessments for any utility services provided including, without limitation, water, sewer, gas, electricity, trash collection and removal, , or any other utility used or consumed on the Premises. In no event shall City be liable for an interruption or failure in the supply of any such utility to the Premises. ARTICLE XI NO REPRESENTATION BY LESSOR 11.1 CONDITION OF LEASED PROPERTY Lessee takes the Leased Property "as is", in its present condition and state of repair and without any representation by or on behalf of Lessor, and agrees that Lessor shall, under no circumstances, be liable for any latent, patent, or other defects in the Leased Property. ARTICLE XII MAINTENANCE AND REPAIR 12.1 MAINTENANCE AND REPAIR OF LEASED PROPERTY Lessee shall, at its sole cost and expense, at all times during the Lease Term, keep and maintain in good order, condition and repair the Leased Property and every part thereof, including, without limitation, air conditioning and heating systems, decoration, plumbing, mechanical, electrical, fixtures, floor coverings, elevator, structural, window and roof repairs and replacements. Lessee shall not commit, or suffer to be committed, any waste in or upon the Leased Property or do anything in or on the Leased Property which, in Lessor's sole opinion, detracts from the appearance of the Leased Property. All repairs or replacements shall be performed to the satisfaction of Lessor. City shall not be obligated or required to make or conduct any maintenance or repairs whatsoever to the Premises. Lessee shall keep and maintain all portions of the Premises, and all Alterations or improvements currently existing or constructed hereinafter on or about the Premises, in good condition and repair, at Lessee's sole cost and expense. 12.2 PREVENTIVE MAINTENANCE AND SERVICES Lessee shall, at its sole cost and expense, provide the following preventive maintenance and services: (i) Cleaning and janitorial services for the Leased Property; (ii) Grounds services including lawn, shrubs and tree maintenance and removal of any rubbish or obstructions from the Leased Property; (iii) Interior and exterior window cleaning to be performed as needed but no less than once every one hundred and twenty (120) days; (iv) Vermin control as necessary, but no less than once every sixty (60) days; (v) Periodic maintenance and cleaning of kitchen and exhaust equipment, and grease traps or grease inceptors, if applicable. (vi) Painting of interior and exterior of buildings including caulking of all window and door frames, painting of signs, if applicable, and restriping of parking lot on the Leased Property as necessary, but no less than once every four years; (vii) Pressure clean roof as necessary, or upon written request by the City Manager. (viii) Reseal all wood docks and decks as necessary, but no less than once every two years; In addition to the above, Lessee, at its sole cost and expense, shall have a qualified property inspector perform a physical inspection of the Leased Property including all structural components and mechanical equipment as part of a preventive maintenance program and shall submit an inspection report to Lessor of conditions found. Such physical inspection shall be performed on the first anniversary of the Term and annually thereafter. Within sixty (60) days of completing said inspection, Lessee shall submit remediation plan to Lessor, to be approved by the City Manager, for all conditions requiring repair, replacement or modification as noted in the inspection report. If Lessee refuses, neglects or fails to provide the above services or does not provide adequate services within thirty (30) days after written demand from Lessor, Lessor may take corrective measures or cause the Leased Property to be cleaned or repaired without having its right based upon any default of Lessee and without releasing Lessee from any obligations hereunder. Lessee shall pay Lessor, as Additional Payments, the full cost of such work within thirty (30) days of receipt of an invoice indicating the cost of such corrective measures or cleanup. Failure to pay such invoice shall constitute a default of this Lease as provided in Section 18.1 below. Notwithstanding the above, Lessee's failure to perform the corrective measures or cleanup to the Leased Property as directed without the necessity of Lessor repairing the Leased Property shall constitute a default of this Lease as provided in Section 18.1 below. Nothing herein shall imply that maintenance, repair and inspections should be performed by Lessee only at the suggested intervals. Lessee shall, at all times, be responsible for the condition of the Leased Property and shall perform repairs required in a timely manner so as to prevent injury to persons and waste to property. ARTICLE XIII INDEMNIFICATION AND INSURANCE 13.1 INDEMNIFICATION AND HOLD HARMLESS Lessee shall indemnify, protect, defend and hold harmless the Lessor, its officials and employees, from and against any and all claims, suits, actions, damages or causes of action of whatever nature arising out of the use or operation of the Leased Property, whether such claim shall be made by an employee or Club Member of Lessee, an employee of the Lessor or by any third party, and whether it relates to injury to persons (including death) or damage to property Lessee shall, at its own cost and expense, pay and satisfy all costs related to any orders, judgments or decrees which may be entered thereon, and shall pay all costs, attorneys' fees, expenses and liabilities incurred in and about the defense of any such claims and the investigation thereof. Lessee shall further indemnify, defend, protect and hold Lessor harmless from and against any and all claims arising from any breach or default in performance of any obligation of Lessee's part to be performed under the terms of this Lease, or arising from any act, neglect, full or omission of Lessee, its Club Members, agents, contractors, employees and servants and from and against all costs, attorneys' fees, expenses and liability incurred in connection with such claim or any action or proceeding brought thereon. In case any action or proceeding shall be brought against Lessor by reason of any claim, Lessee upon notice from Lessor shall defend the same at Lessee's expense by counsel approved in writing by Lessor. Lessor reserves the right to defend itself. Lessee shall immediately notify Lessor, in writing, of any claim or action filed, of whatever nature, arising out of the use or operation of the Lease Properly by Lessee, its members, agents, contractors, employees or servants. Lessee shall also immediately notify Lessor if Lessee knows or has reason to believe a claim or action will be filed, of whatever nature, arising out of the use or operation of the Leased Property by Lessee, its members, agents, contractors, employees or servants. 13.2 INSURANCE Unless otherwise specified in this Lease, Lessee shall maintain, at its sole expense, in full force and effect at all times during the life of this Lease or the performance of work hereunder, insurance limits, coverages or endorsements required herein. Lessee hereby agrees the requirements contained herein, as well as City's review or acceptance of insurance, is not intended to and shall not in any manner limit nor qualify Lessee's liabilities and obligations under this Lease. Lessee shall cause any contractor or subcontractor to perform work within the Premises on behalf of Lessee to, always during the performance of such work, maintain in full force and effect insurance of the same type and amount as Lessee required herein. 13.3 Commercial General Liability Lessee shall maintain: Commercial General Liability with limits of liability not less than $1,000,000 Each Occurrence, $2,000,000 policy aggregate including coverage for, but not limited to, Premises/Operations, Products/Completed Operations, Contractual Liability, Personal/Advertising Injury and Cross Liability; Fire Legal liability with a limit not less than $100,000. Lessee shall ensure such coverage is provided on a primary and non contributory basis. 13.4 Business Auto Liability Lessee shall maintain Business Automobile Liability with limits of liability not less than $500,000 Each Occurrence for owned, non -owned, and hired automobiles. In the event Lessee has no owned automobiles, this requirement shall be to maintain only Hired & Non -Owned Auto Liability. This amended coverage may be satisfied by way of endorsement to the Commercial General Liability, or separate Business Auto Liability. Lessee shall ensure such coverage is provided on a primary basis. 13.5 Workers' Compensation & Employers Liability. Lessee shall maintain Workers' Compensation & Employers Liability in accordance with Chapter 440 Florida Statutes and applicable Federal Acts. Lessee shall ensure such coverage is provided on a primary basis. 13.6 Property, Wind, & Flood Insurance. Lessee shall maintain: (1) property insurance in an amount not less than 100% of the total replacement cost of any buildings, additions, betterments, and improvements to the property, including those made by or on behalf of Lessee, as well as Lessee's personal property and contents located on the Premises. The settlement clause shall be on a Replacement Cost basis. Coverage shall be written with a Special - Cause of Loss (All -Risk) form and include an endorsement for Ordinance & Law in an amount not less than 25% of the property insurance limit. (2) Flood insurance, as may be warranted in an amount not less than 100% of the total replacement cost of any buildings, additions, betterments, or improvements, including those made by or on behalf of Lessee as well as Lessee's contents located on the Premises; or the maximum amount available from the National Flood Insurance Program, whichever is less. (3) Windstorm insurance, unless included as a covered peril in the property insurance, in an amount not less than 100% of the total replacement cost of any buildings, additions, betterments or improvements, including those made by or on behalf of Lessee as well as Lessee's personal property and contents located on the Premises, or the maximum amount available under the Florida Windstorm Underwriting Association, whichever is less. Lessee shall ensure such coverage is provided on a primary basis. 13.7 Additional Insured Endorsement Lessee shall cause each liability insurance policy required to be maintained by Lessee to be endorsed to add the City, its officials, employees and agents as an Additional Insured on all liability policies contained herein, except for Workers' Compensation. The CG 2011 Additional Insured - Managers or Lessors of Premises. CG 2037 or CG 2026 Additional Insured - Designated Person or Organization endorsements, or their equivalent, shall be used to endorse the Commercial General Liability policy. The standard Additional Insured endorsement offered by the insurer shall be used to endorse the other policies, when required. Lessee shall ensure the Additional Insured endorsements provide coverage on a primary and non contributory basis. The Additional Insured endorsement shall read "City of Miami" 13.8 Loss Payee Endorsement Lessee shall cause the Property, Flood and Windstorm Insurance policies to be endorsed to add the City as a Loss Payee. Lessee shall ensure the Loss Payee endorsement provides coverage on a primary basis. The Loss Payee endorsement shall read "City of Miami, a municipal corporation of the state of Florida, c/o Risk Management Dept. 13.9 Certificate of Insurance Lessee will deliver to the City, a certificate of insurance with respect to each required policy to be provided by the Lessee under this Section. The required certificates must be signed by the authorized representative of the Insurance Company shown on the certificate. Submit certificates of insurance to: City of Miami c/o Risk Management Dept 14 N.E. 1st Avenue 2nd floor Miami, Florida 33132 Subsequently, Lessee shall, during the term of the Lease, and prior to each renewal thereof, provide such evidence to the City. The certificate of insurance shall include a minimum thirty (30) day endeavor to notify due to cancellation or non -renewal of coverage. In the event coverage is cancelled or not renewed during the life of this Lease, Lessee shall furnish thirty (30) days prior to, but in no case later than the expiration of such insurance, a new certificate of insurance evidencing replacement coverage. Should Lessee fail to maintain the insurance required herein, the City shall have the right, but not the obligation, to purchase or maintain said insurance, and Lessee shall promptly pay as Additional Rent, upon demand from City, all premiums and expenses incurred by City. 13.10 Waiver of Subrogation Lessee hereby agrees to a Waiver of Subrogation for each required policy. When required by the insurer or should a policy condition not allow a pre -loss agreement to waive subrogation without an endorsement, Lessee shall notify its insurer and request the policy be endorsed with a Waiver of Transfer of Rights of Recovery Against Others, or its equivalent. This Waiver of Subrogation requirement shall not apply to any policy, which includes a condition prohibiting such an endorsement, or voiding coverage should Lessee enter into such an agreement on a pre -loss basis. 13.11 Premiums and Proceeds Lessee shall not keep, use, sell or offer for sale in or upon the Premises any article which may be prohibited by any condition, provision or limitation of the property, flood, or wind insurance policies. Lessee shall be responsible for all premiums, including increases, for all insurance policies required by this Lease. All property, flood or windstorm insurance proceeds as a result of a loss shall be made available for use to promptly replace, repair or rebuild the buildings, betterments and improvements, including those made by or on behalf of Lessee, in order to ensure a replacement cost settlement and avoid policy cancellation. 13.12 Deductibles, Coinsurance, & Self -Insured Retention Lessee shall be fully and solely responsible for any deductible, coinsurance penalty, or self -insured retention; including any losses, damages, or expenses not covered due to an exhaustion of limits or failure to comply with the policy terms. 13.13 Right to Review, Reject or Adjust Insurance The City's Risk Management Department shall have the right, but not the obligation, to review, adjust, reject or accept insurance policies, limits, coverages, or endorsements throughout the life of this Lease. The City reserves the right, but not the obligation, to review and reject any insurer providing coverage because of poor financial condition or by way of illegal operation. The City shall provide Lessee written notice of such action, and Lessee shall agree to cure or comply with such action within thirty (30) days receipt thereof. 13.14 No Representation of Coverage Adequacy The limits, coverages or endorsements identified herein primarily transfer risk and minimize liability for the City, and Lessee agrees not to rely upon such requirements when assessing risk or determining appropriate types or limits of coverage to protect Lessee against any loss exposures, whether as a result of this Lease or otherwise. 13.15 Pollution Legal Liability Lessee shall maintain Pollution Liability, or similar Environmental Impairment Liability as may be applicable, at a minimum limit not less than $1,000,000 per occurrence/$2,000,000 annual aggregate providing coverage for damages including, but not limited to, third -party liability, clean up, corrective action including assessment, remediation and defense costs. When a self -insured retention or deductible exceeds $10,000, the City reserves the right, but not the obligation, to review and request a copy of Lessee's most recent annual report or audited financial statements in evaluating the acceptability of a higher self -insured retention or deductible in relationship to Lessee's financial condition. Lessee shall cause the pollution liability policy shall be endorsed to include "City of Miami its Officers, Employees and Agents" as an Additional Insured. 13.16 Umbrella Liability Lessee shall maintain umbrella liability with limits of $1,000,000 per occurrence and policy aggregate listing the City as additional insured. The coverage must be excess follow form over all corresponding liability policies including liquor, if applicable. 13.17 Liquor Liability. If applicable, the Lessee shall maintain liquor liability with limits of $1,000,000 per common cause, $2,000,000 policy aggregate listing the City, its officials, employees and agents as additional insured. 13.18 INDEMNIFICATION Without limitation of Lessee's indemnification obligations as provided in this Lease, Lessee agrees to indemnify, defend (at its own cost and expense), covenant not to sue, and hold harmless the City, their respective officers, officials, and employees, in their individual or official capacity (hereinafter collectively referred to as the "Indemnitees") from and against any and all claims, liabilities, damages, or causes of action of any nature ("Liabilities") arising out of, resulting from, or in connection with: (i) the Lessee's use of the Premises, (ii) the direct or indirect performance or non-performance of this Lease, (iii) the failure of Lessee to comply with any of the provisions contained herein, or to conform to statutes, ordinances, rules, regulations, conditions of approval, permits or requirements of any governmental authority, federal or state, in connection with the procuring or performance of this Lease, including, without limitation all actions and omissions by Lessee taken as a result of or in connection with this Lease. Without limitation of the foregoing, Lessee expressly agrees to indemnify, covenant not to sue, and hold harmless the indemnitees, or any of them, from and against all Liabilities which may be asserted by an employee or former employee of Lessee, or any of its subcontractors, agents, representatives, or consultants as provided above, for which Lessee's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation laws or similar laws. In the event that any action, cause of action, claim, demand or proceeding is brought against the Indemnitees, Lessee shall, upon written notice from the City, resist and defend such action or proceeding by counsel reasonably satisfactory to the City. Lessee expressly understands and agrees that any insurance protection required by this Contract or otherwise provided by Contractor shall in no way limit the responsibility to indemnify, hold, keep and save harmless and defend the Indemnitees. This indemnification provision shall survive the expiration, termination, failure to renew, or cancellation of this Lease and shall continue in effect until the expiration of the corresponding statute of limitations. Lessee recognizes the broad nature of this indemnification provision and all other indemnification obligations contained in this Lease and specifically acknowledges that City would not have entered into this Lease without Lessee's agreement to indemnify City and further acknowledges the receipt of good and valuable separate consideration provided by City in support hereof in accordance with the laws of the State of Florida. This provision shall survive expiration or termination of this Lease. 13.19 DAMAGE OR LOSS TO LESSEE'S PROPERTY Lessor shall not be liable for injury or damage which may be sustained to the Leased Property or sustained by a person, goods, wares, merchandise or other property of the Lessee, or Lessee's employees, agents, representatives, invitees, members, guests or of any other person in or about the Leased Property caused by or resulting from any peril whatsoever which may affect the Leased Property, including, without limitation, fire, steam, electricity, gas, water, rain or theft which may leak or flow from or into any part of the Leased Property, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the Leased Property, or from hurricane or any act of God or any act of negligence of any user of the facilities or occupants of the Leased Property or any person whomsoever, including Lessor, its officers, employees or agents, whether such damage or injury results from conditions arising upon the Leased Property or upon other portions of the Leased Property or from other sources. Lessor shall not be liable for any damages arising from any act or neglect of: (a) the Lessee, Club Member, visitor dr invitee of Lessee; or (b) any officer, employee, or agent of the Lessee. ARTICLE XIII DAMAGE AND DESTRUCTION 13.20 DESTRUCTION OF LEASED PROPERTY If during the Lease Term or any extension hereof, the Leased Property shall be damaged by fire or other casualty, Lessee shall be responsible for filing the necessary claim with the insurance company. Upon receipt of the insurance proceeds, Lessee shall endorse such payment and furnish same to the Lessor for deposit in Lessor's Deposit Refundable Account. Lessee shall within ninety (90) days of receipt of such insurance proceeds, commence and continue to repair or replace the Leased Property to substantially the same condition or better that existed prior to such fire or other casualty. It shall be the responsibility of the Lessee to ensure sufficient proceeds are received to cover the cost of such repair or replacement. The Lessee shall further be responsible for payment of any deductible, co -payment and/or any difference in the cost of the repair or replacement and insurance proceeds received. In the event insurance proceeds, co -payment and deductible are inadequate to complete the repairs or replacement, Lessee shall within nirlety (90) days after the date of such damage provide written notice to Lessor of its option to either repair or replace at Lessee's sole cost and expense, in which case this Lease shall remain in full force and effect, or not repair or replace, in which event the Lease shall terminate as of the date of such notice to Lessor. If Lessee terminates this Lease, all insurance proceeds payable shall thereupon be paid directly to and retained solely by Lessor. In the event the repairs or replacement are performed at a cost which is less than the insurance proceeds available, the Lessee shall receive such excess funds. Lessor shall not be liable for any inconvenience or annoyance to Lessee or injury to Lessee's operations resulting in any way from such casualty damage or repair thereof. Upon any termination of this Lease under any of the provisions of this Article XIII, Lessee and Lessor shall each be released thereby from any further obligations hereunder accruing after the effective date of such termination, except that such release shall not apply to any sums then accrued or due, or to Lessee's obligations regarding Surrender of the Leased Property and Hazardous Materials, and at such time the remaining balance of the Security Deposit, less any sums Lessor is entitled to deduct, shall be returned to Lessee. In the event of any repair or replacement as provided in this Section, Lessee's Minimum Guarantee shall be equitably abated proportionately based upon the degree to which Lessee's use of the Leased Property is impaired commencing from the date of such damage or destruction and continuing during the period of such repair or replacement. Notwithstanding the foregoing, there shall be no abatement whatsoever if either (i) the damage is due to the act, omission, fault or neglect of Lessee or its employees, agents, representatives, members or guests, or (ii) if the use and enjoyment of the Leased Property is not affected for more than five (5) calendar days of operation. Lessee understands that Lessor will not carry insurance of any kind on the Leased Property or improvements thereon, or on Lessee's furniture, furnishing or on any fixtures or equipment, inventory or other personal items under the provisions of this Lease, that Lessor shall not be obligated to repair any damage thereto or replace the same and that Lessee shall not be entitled to any compensation from Lessor for loss of the same or for loss of the use of the whole or any part of the Leased Property, or any inconvenience, interruption or annoyance occasioned to Lessee or its operations by such damage, repair or replacement. ARTICLE XV EMINENT DOMAIN 14.3 CONDEMNATION If the Premises, or any part thereof, or any improvements thereto, shall be taken, appropriated or condemned by exercise of the power of eminent domain, or conveyed or transferred pursuant to an agreement in lieu of condemnation, City shall be entitled to the entire award therefor, including, without limitation, any award relating to both Lessee's leasehold estate and City's reversionary interest in the fee simple estate, without deduction, claim or setoff for any present or future estate of Lessee. Lessee hereby assigns and relinquishes to City all right, title and interest in such award and shall execute all documents required to evidence such result. Notwithstanding the foregoing, Lessee shall be entitled to pursue in such condemnation proceeding such award as may be allowed for moving expenses, business damages, and value of any crops. In the event of a total taking of the Premises, the rent shall be pro -rated, and this Lease shall terminate upon, the date title vests in the condemning authority. Notwithstanding such termination, Lessee shall remain liable for all matters arising under this lease prior to such termination. In the event of a partial taking, Rent shall be reduced on a pro-rata basis. In the event of a temporary taking, Rent shall be abated on a pro rata basis for the period of time Lessee is unable to use the portion of the Premises temporarily taken. After such period, Rent shall be restored to the Rent which would have been then due without regard to such taking. City shall have no obligation to restore the Premises improvements or otherwise perform any work upon same as a result of any such taking ARTICLE XV ASSIGNMENT AND SUBLETTING Pursuant to Section 18-605(3) of the City Code of Ordinances, Lessee may not assign, transfer, mortgage, pledge or encumber this Lease in whole or in part, nor sublet or rent all or any portion of the Premises nor grant any easements affecting the Premises, without prior written consent of City Commission, which may be granted or withheld at City's sole and absolute discretion. Any attempted assignment, transfer, mortgage, pledge, encumbrance or subletting without such consent shall be null and void, without legal effect and shall constitute a breach of this Lease. This provision shall be construed to include a prohibition against any assignment, transfer, mortgage, pledge, encumbrance, or sublease, by operation of law, legal process, receivership, bankruptcy, or otherwise, whether voluntary or involuntary. No assignment or sublease, whether or not approved by City, shall release Lessee from any obligation under this Lease, and Lessee shall remain fully liable as a primary obligor. Notwithstanding any language contained in this Lease to the contrary, The Lessee shall have no authority to encumber, and shall not permit any encumbrance upon, the City's fee simple interest in the Leased Property ARTICLE XVI OWNERSHIP OF IMPROVEMENTS As of the Lease Date and throughout the Lease Term, title to the Leased Property, and all buildings and improvements thereon shall at all times remain vested in Lessor. Furthermore, title -to all Alterations made in or to the Leased Property during the Lease Term, whether or not by or at the expense of Lessee, shall, unless otherwise provided by written agreement, immediately upon their completion become the property of Lessor and shall remain and be surrendered with the Leased Property. Any furniture, furnishing, equipment or other articles of movable personal property owned by Lessee and located in the Leased Property, shall be and shall remain the property of Lessee and may be removed by it at any time during the term of this Lease so long as Lessee is not in default of any of its obligations under this Lease and the same have not become a part of the freehold. However, if any of the Lessee's property is removed and such removal causes damage to the Leased Property, Lessee shall repair such damage at its sole cost and expense. Should Lessee fail to repair any damage caused to the Leased Property within thirty (30) days after receipt of written notice from Lessor directing the required repairs, Lessor shall cause the Leased Property to be repaired at the sole cost and expense of Lessee. Lessee shall pay Lessor the full cost of such repairs within thirty (30) days of receipt of an invoice indicating the cost of such required repairs. Failure to pay such invoice shall constitute a default of this Lease as provided in Section 18.1 below. Any property belonging to Lessee and not removed by Lessee at the expiration or earlier termination of the Lease, shall, at the election of the Lessor, be deemed to be abandoned by Lessee, and the Lessor may keep or dispose of such property and restore the premises to good order within ten (10) days after notice to the Lessee. At the expiration of the Lease Term, Lessee shall deliver to the Lessor the keys and combination to all safes, cabinets, vaults, doors and other locks left by Lessee on the Leased Property. ARTICLE XVII SIGNAGE Lessee shall not permit any signs or advertising matter to be placed on any portion of the Leased Property except with prior written approval of the City Manager, which approval may withheld, for any or no reason whatsoever, at their sole discretion. Lessee must further obtain approval from all govemmental authorities having jurisdiction and must comply with all Applicable Laws. Upon the expiration or earlier termination of this Lease, or if directed to by the Lessor as a result of a violation of Applicable Law or the terms of this Lease, Lessee shall, at its sole cost and expense, remove and dispose of all signs located on the Leased Property. ARTICLE XVIII DEFAULT PROVISIONS 18.1 DEFAULT BY LESSEE The occurrence of any one or more of the following shall constitute an Event of Default by Lessee under this Lease: (i) Lessee's failure to pay any sum due hereunder within fifteen (15) days after the same shall become due; (ii) Lessee's failure to perform or observe any of the agreements, covenants or conditions contained in the Lease on Lessee's part to be performed or observed if such failure continues for more than thirty (30) days after notice from City; (iii) Lessee's vacating or abandoning the Premises; or (iv) Lessee's leasehold estate being taken by execution, attachment or process of law or being subjected to any bankruptcy proceeding. If any Event of Default occurs, then at any time thereafter while the Event of Default continues, City shall have the right to pursue such remedies as may be available to City under the law, including, without limitation, the right to immediately terminate this Lease upon a specified date, in which event this Lease shall then expire on the date specified as if that date had been originally fixed as the expiration date of the Term of this Lease. 18.2 DEFAULT BY CITY City shall not be in default unless City fails to perform obligations required of City within a reasonable time, but in no event later than thirty (30) days after written notice by Lessee to City, specifying wherein City has failed to perform such obligations; provided, however, that if the nature of City's obligations is such that more than thirty (30) days are required for performance then City shall not be in default if City commences performance within such thirty (30) day period and thereafter diligently pursues the same to completion. ARTICLE XIX NOTICES All notices, consents, approvals, and elections (collectively, "notices") to be given or delivered by or to any party hereunder shall be in writing and shall be (as elected by the party giving such notice) hand delivered by messenger, courier service, or national overnight delivery service (provided in each case a receipt is obtained), telecopied, faxed or emailed, or alternatively shall be sent by United States Certified Mail, with Return -Receipt Requested. The effective date of any notice shall be the date of delivery of the notice if by personal delivery, courier services, or national overnight delivery service, or on the date of transmission with confirmed answer back if telecopied, faxed or emailed if transmitted before 5PM on a business day and on the next business day if transmitted after 5PM or on a non -business day, or if mailed, upon the date which the return receipt is signed or delivery is refused or the notice designated by the postal authorities as non - deliverable, as the case may be. The parties hereby designate the following addresses as the addresses to which notices may be delivered, and delivery to such addresses shall constitute binding notice given to such party: (a) If to the City at: Attn: City Manager City of Miami 444 SW 2nd Avenue, loth Floor Miami, Florida 33130 with a copy to: Attn: City Attorney City of Miami Attorney's Office 444 SW 2nd Avenue, 9th Floor Miami, Florida 33130 Attn: Director Department of Real Estate and Asset Management 14 NE 1st Avenue, 2nd Floor Miami, Florida 33132 (b) If to the Lessee at: Attn: Commodore Miami Yacht Club 1001 MacArthur Causeway Miami, FL 33132 ARTICLE XX MISCELLANEOUS PROVISIONS 20.1 INGRESS AND EGRESS Subject to all Applicable Laws and the terms of this Lease governing the use of the Leased Property, Lessee, his agents, representatives, Club Members, visitors and invitees shall have ingress and egress to and from the Leased Property. 20.2 SUCCESSORS This Lease shall be binding upon the parties herein, their heirs, executors, legal representatives, successors and assigns. 20.3 SURRENDER OF LEASED PROPERTY Upon termination or expiration of this Lease, Lessee, at its sole cost and expense, if so directed by City, shall remove Lessee's personal property, removable fixtures, equipment and Alterations from the Premises and shall surrender the Premises to the City in the same condition the Premises were in as of the Commencement Date of this Lease, reasonable wear and tear excepted. Upon surrender of the Premises, title to any and all remaining improvements, Alterations or property within the Premises shall vest in City. 20.4 AMENDMENTS Lessor and Lessee by mutual agreement, shall have the right but not the obligation to amend this Lease. Such amendments must be approved by the City Commission in a form acceptable to the City Attorney and shall be effective only when signed by Lessor and Lessee and shall be incorporated as a part of this Lease. The City may, at its discretion, propose amendments of the Lease to conform with changes in applicable City, County, State and Federal laws, directives guidelines and objectives. 20.5 AWARD OF AGREEMENT Lessee warrants that it has not offered to pay, paid, or agreed to pay any person employed by Lessor any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of this Lease. 20.6 CONFLICT OF INTEREST Lessee is aware of the conflict of interest laws of the City of Miami (Code of the City of Miami, Florida, Chapter 2, Article V), of Miami -Dade County, Florida (Code of Miami -Dade County, Florida (Code of Miami -Dade County, Florida, Section 2-11.1) and of the State of Florida (as set forth in Florida Statutes) and agrees it will fully comply in all respects with the terms of said laws and any future amendments. 20.7 CONSTRUCTION OF AGREEMENT This Lease shall be construed and enforced according to the laws of the State of Florida. 20.8 GOVERNING LAW AND VENUE, ATTORNEYS' FEES This Lease shall be governed by the laws of the State of Florida. Any legal action necessary to enforce the Lease will be held in a court of competent jurisdiction located in City of Miami, Florida. No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity, by statute or otherwise. No single or partial exercise by any party of any right, power, or remedy hereunder shall preclude any other or further exercise thereof. Without limitation of the indemnification provisions contained in this Lease, in the event of any dispute between the parties, each party shall bear its own attorneys' fees and costs, inclusive of administrative, litigation and appellate proceedings. 20.9 WAIVER OF JURY TRIAL Lessee waives a trial by jury of any and all issues arising in any action or proceeding between the parties hereto, or their successors or assigns, under or connected with this Lease, or any of its provisions, the relationship of the parties, the Lessee's use or occupancy of the Leased Property, Lessee's rights thereto, and/or any claim of injury or damage and any emergency statutory or any other statutory remedy, or otherwise. 20.10 SEVERABILITY If any provision of the Lease, or any paragraph, sentence, clause, phrase, or word, or the application thereof, is held invalid, the remainder of the Lease shall be construed as if such invalid part were never included herein and the Lease shall be and remain valid and enforceable to the fullest extent permitted by law. 20.11 WAIVER No waiver of any provision hereof shall be deemed to have been made unless such waiver is in writing and signed by Lessor or Lessee. The failure of either party to insist upon the strict performance of any of the provisions or conditions of this Lease shall not be construed as waiving or relinquishing in the future any such covenants or conditions but the same shall continue and remain in full force and effect. 20.12 CAPTIONS The captions contained in this Lease are inserted only as a matter of convenience and for reference and in no way define, limit or prescribe the scope of this Lease or the intent of any provisions thereof. 20.13 RADON 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 City's public health unit. 20.14 TIME OF ESSENCE Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. 20.15 NON -EXCLUSIVITY OF REMEDIES No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power, or remedy hereunder shall preclude any other or further exercise thereof. 20.16 INCORPORATION BY REFERENCE Exhibits attached hereto and referenced herein shall be deemed to be incorporated into this Lease by reference. 20.17 SURVIVAL Notwithstanding any early termination of this Lease, Lessee shall remain obligated hereunder to perform any duty, covenant or obligation imposed upon Lessee hereunder arising prior to the date of such termination. 20.18 NO THIRD -PARTY BENEFICIARY No provision of this Lease is intended to, or shall be construed to, create any third -party beneficiary or to provide any rights to any person or entity not a party to this Lease. 20.19 PUBLIC ENTITY CRIMES As provided in Section 287.132-133, Florida Statutes, a person or affiliate who has been placed on the State of Florida convicted vendor list following a conviction for a public entity crime may not submit a bid for a period of thirty-six (36) months from the date of being placed on the convicted vendor list. By entering into this Lease or performing any work in furtherance hereof, Lessee certifies that it, its affiliates, suppliers, subcontractors and consultants who will perform hereunder, have not been placed on the convicted vendor list maintained by the State of Florida Department of Management Services within the thirty-six (36) months immediately preceding the effective date hereof. This notice is required by Section 287.133(3)(a), Florida Statutes. 20.20 PUBLIC RECORDS Lessee understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City agreements, 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 laws. City shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keep and maintain public records that ordinarily and necessarily would be required by the City to perform this service; (2) if required, provide the public with access to public records on the same terms and conditions as the City would at the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from disclosure are not disclosed except as authorized by law; (4) meet all requirements for retaining public records and transfer, at no cost, to the City all public records in its possession upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from disclosure requirements; and, (5) provide all electronically stored public records that must be provided to the City in a format compatible with the City's information technology systems. Notwithstanding the foregoing, Contractor shall be permitted to retain any public records that make up part of its work product solely as required for archival purposes, as required by law, or to evidence compliance with the terms of the Agreement. SHOULD LESSEE DETERMINE TO DISPUTE ANY PUBLIC ACCESS PROVISION REQUIRED BY FLORIDA STATUTES, THEN LESSEE SHALL DO SO AT ITS OWN EXPENSE AND AT NO COST TO THE CITY. IF LESSEE HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO LESSEE'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THE CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS@MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FLOOR, MIAMI, FL 33130. THE LESSEE MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS LEASE. 20.21 MINIMUM ESTABLISHED RATES At any time during the term or extended term during the Lease, Lessee shall not charge less than the established minim rates incorporated hereto in (Exhibit D). Lessee shall control the rates and in the even the rates are to be changed, lessee shall notify lessor ten (10) days prior to changing such rates. In no event shall the rates increase more than fifty percent (50%) within a one-year period or be less than the previous year rates. ARTICLE XXI HOLD OVER Lessee shall vacate the Leased Property upon the expiration or earlier termination of this Lease. Lessee shall reimburse Lessor for and indemnify Lessor against all damages incurred by Lessor from any delay by Lessee in vacating the Leased Property. If Lessee remains in possession of all or any part of the Leased Property after the expiration of the Lease Term, with or without the express oi- implied consent of Lessor, such tenancy shall be from month -to -month only and not a renewal hereof or an extension for any further term, and in such case, except that the month -to - month tenancy will be terminable on thirty (30) days notice given at any time by either party. ARTICLE XXII QUIET ENJOYMENT Lessor covenants and agrees that sci long as no default exists in the performance of Lessee's covenants and agreements contained herein, Lessee may peaceably and quietly hold and enjoy the Leased Property and all part thereof for that portion of the Lease Term, free from eviction or disturbance by Lessor or any person ilaiming under, by or through Lessor. ARTICLE XXIII AFFIRMATIVE ACTION 23 AFFIRMATIVE ACTION; NONDISCRIMINATION;MINORITY;WOMEN BUSINESS UTILIZATION Lessee represents and warrants to City that Lessee shall comply with §§ 18-188 (Discrimination by lessees of City -owned property —Prohibited), 18-189 (Same —Requirements for organizations using City facilities), 18-190 (Same —Provisions of sections 18-188 and 18-189 to be part of lease), 18-191 (Same —Termination of lease for violations), 2-778 (Affirmative action clause and minority procurement clause to be part of lease of city -owned property), and 2-780 (Gambling prohibition required in leases of city -owned property) of the Code, each to the extent applicable and as may be amended, all of which are incorporated herein by reference as though fully set forth herein. ARTICLE XXV MARINE PATROL 24.1 ADDITIONAL CONSIDERATION In addition to the Base Rent and the Percentage Rent under Article IV, the Lessee agrees to provide at no cost to the Lessor: (i) approximately 1,000 square feet of space located on the second floor of the Leased Property, which shall be occupied and used solely by the City of Miami Marine Patrol (the "Marine Patrol") for office purposes (the "Marine Patrol Office"); (ii) all utilities services required by the Marine Patrol for the comfortable and safe use of the Marine Patrol Office; (iii) four (4) water slips and nine (9) dry storage spaces for exclusive use by the Marine Patrol; (iv) adequate space on the North East corner of the clubhouse suitable for the placement of a 10 x12 storage facility; and (v) use of the conference room located on the second floor of the clubhouse. The areas referred to herein are generally depicted in Exhibit "B " attached hereto and by this reference incorporated herein. The Lessor shall notify the Lessee in writing, of the date of termination of the Marine Patrol's use and occupancy of the Marine Patrol Office and the other areas depicted in Exhibit B, which notification shall be provided at least thirty days prior to the effective date of such termination. The Marine Patrol is authorized, but not required, to make, at its sole cost and expense, certain improvements to the Marine Patrol Office, including the installation of new carpeting, an alarm system, and an air conditioning unit, and certain repairs including plumbing, tile, painting, and plaster work. Any alarm system installed by the Marine Patrol at the Marine Patrol Office or the storage facility may be removed by the Marine Patrol at such time as the Marine Patrol terminates its use of the Marine Patrol Office. The Marine Patrol hereby agrees that all weapons which are utilized on the Leased Property shall be secured in a locked area when not otherwise in use. 24.2 LESSEE NOT RESPONSIBLE FOR MARINE PATROL PERSONAL PROPERTY The Lessee shall not be liable or responsible for loss or damage to any personal property, improvements, fixtures, equipment belonging to or rented by the Marine Patrol that may be stolen, destroyed, or in any way damaged unless such loss or damage is caused by the negligence of the Lessee, its employees, Club Members or guests. Marine Patrol agrees to permit Lessee to enter upon the Marine Patrol Office during all reasonable working hours for any purpose Lessee deems necessary to, incident to, or connected with the performance of Lessee's duties and obligations hereunder or in the exercise of its rights and functions. ARTICLE XXV ENTIRE AGREEMENT This Lease represents the total agreement between the parties. All other prior agreements between the parties, either verbal or written, are superseded by this Lease and are therefore no longer valid. ARTICLE XXVI ANTI -HUMAN TRAFFICKING Lessee confirms and certifies that it is not in violation of Section 787.06, Florida Statutes, and that it does not and shall not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes. The Lessee shall execute and submit an Affidavit, attached hereto as (Exhibit C) of even date herewith, in compliance with Section 787.06(13), Florida Statutes. If the Lessee fails to comply with the terms of this Section, this Lease may be suspended or terminated immediately, without prior notice, and in no event shall the Lessee be entitled to any damages, including without limitation direct, consequential, or incidental damages. ARTICLE XXVII - ACCESS AND AUDITS Lessee acknowledges and agrees that the City of Miami Office of the Inspector General ("IG"), pursuant to Section 2-160 of the Code of the City of Miami, Florida, as amended ("City Code"), may at any time audit, inspect, review, monitor, oversee, and investigate this Agreement and any solicitation, award, performance, payment, change order, claim, dispute, or closeout activity relating to this Lease Agreement. Lessee's agreement to IG oversight is a material condition and inducement to the City's award and continued performance of this Lease Agreement. Any failure to comply with this provision is a material breach. In addition to any other rights and remedies, the City may withhold payments, suspend performance, set off amounts owed, and/or terminate this Lease Agreement for default. Lessee shall reimburse the City and/or the IG, upon demand, for all costs and expenses incurred to enforce this provision or to respond to, remedy, or cure Lessee's noncompliance, including reasonable attorneys' fees, court costs, third -party costs (including court reporters and vendors), and staff time. This provision is intended to be enforceable by the IG as an express third -party beneficiary and survives expiration or termination of the Lease Agreement. ARTICLE XXVIII ELECTRONIC SIGNATURES/COUNTERPARTS This Lease 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 Lease. The Parties shall be entitled to sign and transmit an electronic signature of this Lease (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 Lease upon request. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK IN WITNESS WHEREOF. the parties hereto have duly executed this Lease as of the day and year first above written. Signed and delivered in the presence of: WITNESS: 4 Witness Si nature acci ue11 Print Witness Name I\ itncss 'tgnat re W I C 66 Mode( Print Witness Name LESSEE: Miami Yacht Club, Inc. By: MIL \ CD (Print Name) (Title) (Print Name) JiCt- CI: mrY)cc r7 (Title) (SEAL) OR .a (corporation not for profit) APPROVED AS TO FORM AND CORRECTNESS DocuSigned by: By: LGtorlf. z Risefll 88776E9FE88248B... George K. Wysong III City Attorney 5;tial Matter ID:24-2368 ATTEST: By: CDocu3igned by FaRn7cAnn(`pt45Q Todd B. Hannon City Clerk LESSOR: THE CITY OF MIAMI, a municipal corporation of the State of Florida APPROVED AS TO INSURANCE REQUIREMENTS DocuSigned by: Cfi� 45F4f David Ruiz, Interim Director Risk Management Department Signed by: BY: 4686a€6r-268A4z8... James Reyes City Manager EXHIBIT "A" THE "LEASED PROPETY" BOUNDARY SURVEY LEGAL DESCRIPTION: Commence at a SURVEY OF A PORTION OF SECTION s706DESGNa EDASAPARRTOFSSTA OFFICIAL AINrMIAM-DADE COUNTY, FLORIDA,. reconlec n.,we00I,Re00,as,Mkml-0adeCounty, Nod., sok I point toftheTangeMro�, center noxheafWatsonenera, Douglas bl2lmm ,o,wa having° radiusMacArthur 69re� the aealeof� s.b� the angle of the f e ,vef,a eol670.70 fe0, more oriess, to the Point,/ mp Beginning ,Lo)ua moefe,.escrroeathence South °52'5, West, e o)ae SS feel; distance *, <, S"Ea+La akrae, eaf ass o1 thence North .tance a.350.00 fe(; thencemoreSouth e95es (0, e�l aSket thence oSss Eaa,Q aam a Ix ssket more o,Ieum we voieL�o)Beq Coem v fi.56acres more or iesscakubtions2a acres more o,mu being submerged meal. (rIo re the Lease from The yofMiami oMiami Yacht crab For me Use of Portion of Watson Island,o Exhibit,,) FOLIO NO. 01-32.31-000-0011 I HEREBY MR d/ma,othea myEYolme above ,a/LAee0property aacomp..under of , o,«a, tBOUNDARY aiIbret rbb.�yeema,e.reea, the,ds,/Proc set forth by the Fbricla Boa,a of Land Surveyors m n-,rElama AamesLmHve Code. Pursuant to Section 072027, Fb.dcla Statutes. DELTA MAPPING AND SURVEYING,. DELTA MAPPING AND SURVEYING.,INC. PROFE4IONAL SURVEYOR AND MAPPER NO. 3280 CERTIFICATE OF AUTHORIZATION STATE OF FLORIDA L.B. NO 7950 STATE OF FLORIDA 786029-1020 FAX: .6592-1152 iyL 10086C0.31a COMMUNITY NO 120660 DATE OF MAP: 9,1.9 2)THERE MAY BE ADDITIONAL RESTRICTIONS THAT ARE NOT SHOWN ON rHIGGURVEY THAT MAY BE FOUND 3HE PUBLIC RECORDS OF THIS COUNTY )Er3M TITLE WILL HAVE MBE MADE TODETERMINE RECORDED INSTRUMENTS, 0Y, AFFECTING PROPERTY ),THIS CERTIFICATION IS ONLY FOR THE LANDS AS DESCRIBED, ISNOT A N CERTIFICATION of TITLE sx OCATION AND IDENTIFICATION OF UTILITIES, ANYARE SHOWN IN ACCORDANCE WITH RECORDED PLAT 0)Ow TITLE n,Yac OF SURVEY: BOUNDARYSURVEDS B)rHE HEREIN CAPTIONED PROPERTY WAS SURVEYED AND DESCRIBED BASED ON THE SHOWN LEGAL DESCRIPTION: PROVIDED BY CLIENT DKUR VEY MAP AND REPORT OR THE COPIES THEREOF ARE NOT VALID AND FOR REFERENCE ONLY, UNLESS SIGNED AND SEALED WITH THE ORIGINAL RAISED SEAL OF A FLORIDA LICENSED SURVEYOR AND MAPPER i0Erxl USEOErHEENTM NA M E D EOW. HE APPROPRIATE AUTHORIT 1' PRIOR TORN DESCRIBED. SURVEYOR SHALL BE NOTIFIED AS TO ANY DEVIATION FROM UTILITIES SHOWN HEREON. ii)rHE SURVEYOR OF RECORD DOES NOT DETER MINE OWNERSHIP O MEASUREMENTS SHOWN HEREON DEPICT B)acwSTANDARDS (sla7 SAC), Is 'COMMERCIAL, THE MINIMUM RELATIVE DISTANCE ACCURAC Y FOR THE TYPE OF BOUNDARY SURVEY I SI FOOT IN 10000 FEET. THE ACCURACY OBTAINED BY MEASUREMENT AND CALCULATION OF A CLOSED GEOMETRI C FIGURE WAS FOUND TO EXCEED THI S REQUIREMENT iapN SOME INSTANCES, GRAPHICREPRESENTATIONS HAVE BEEN ILLUSTRATE RELATIONSHIPS BETWEEN PHYSICAL IMPROVEMENT S EXAGGERATED MO ND/OR LOT LINES.ALL CASES, DIMENSIONS s)HOATTEMPT . igCo ANY DESIGN WORK ON THE HEREIN DESCRIBED nPARCEL ADDITIONS OR DELETIONS TO SURVEY MAPS OR REPORT S BY OTHER THAN THE SIGNING PARTY OR PARTIES! S PROHIBITED WITHOUT WRITTEN CONSENT OF THE SIGNING PARTY OR PARTIES IF ELEVATIONS ARE SHOWN, THEY ARE BASED ON A CLOSED LEVEL LOOP USING THIRD ORDER PROCEDURE AND ARE RELATIVE TO THE NATIONAL GEODETIC VERTICAL DATUM 0E1929. +0.0 DENOTES EXISTING ELEVATION ELEVATION REFERS TO THE NATIONAL GEODETIC VERTICAL DATUM OF MEANSEA LEVEL 0E1929 BENCHMARK: 0,52-R ELEVATION: +fi70' LOCATOR INDEX: 0250 BEARINGS HEREON ARE BASED UPON THE WESTERLY PROPERT 1' LINE WITH AN A.UMED BEARING OF SOUTH 09 DEGREES .52 SECONDS 5.3 MINUTES EAST, SAID LINE TOBE CONSIDER ED A WELL MONUMENT. LINE A. LOCATION SKETCH NOT TO SCALE TRIO REM HAS BEEN ELECTRONICALLY SIGNED& SEALED BY WALDO F. PAR, L59184 ON MARCHII ZGZB URNS A MORAL SIGNATURE CERTIFIED BY IDOSTRUST. DIGITALLY SLOWED PANTED COPIES OF THIS DOCUMENT ARE NOT CONSIDERED SIGNED AND SEALED AND THESIGNATURE MUST BE VERIFIED ON ANY ELECTRONIC COPIES. THE SEAL APPEARING ON THIS DOCUMENT WAS AUTHORIZED BY WALDO F. PAEZ, LS3284 ON MARCHIO 2026. 0) s,rrp,, ond Planners ,B-z02a SCALE: DRAWN BY: GRAPHIC SCALE 589 ° 05' 20"W 220.12' " PE is ,SOUTHEASTERLY) k` ROCKIEnv SURVEYTIE LIE 508° 7'15"E 346.53' BOUNDARY SURVEY r11N Ara N09° 52' 53"W 450.55' ,A„7,Aa:?rz01Ea uan7. xooEIc Ts"W MEAN MUIR L/NF FIN/SX FLOOR 509° 52' 53°E 387.3°' (BASIS OF BEARING) v C,o 00" 0s1 P �g5 JR ,eCrx R0 JG050" 00 W 0 > Z MO a) W 11-19-2024 DRAWN BY: DRAWING NO• 25-0245 EXHIBIT "B" MARINE PATROL AREA 1 Norsru'w Locatias 11(TGll IOTSI p/�� PO.B. 'mom +K+11 scrum l101 .s rucioc1 ►*mucus.* St CAUTION MAKI ifte �t toil* om.' +P1Rr� dsr Rr w sun rr so* 7.7d 1{Pr.s* 00-11 N O$ 521 s]" W 4 0.ss' �rOla�N-aflfirti0a iafrO.l o10. ON • Ran* UUSW Ross Oast P• O.B. liliM jeasi.1 • LOIIIM Pr1 I'1, 1111 um. Ng �u1.11� .4 Kr H1'I.001 i Wl1 01 4 1 jr a Pal mom sprats's scam MT Ir*I.POP R.M • • _-- a MW w Immor f.oOT__.R rA 1+r. — M — 811110181 r /ry rm. an r N.I MOM M. M•• all.i. PION !so a M PM EIMPIOOPO KIr4r-- "...O.. op ...ran MOM lb OBI *I MM m SrimsO/ as MK rMI= 00 Ae♦ R Iw1< .NAL IMOONIM r sow 1Msl r r111S r MOO= R .1i1. I_RO YRr—sssl r Mrs II� de P.r R1 IPSI1 Pgfcw 1w R — r MM. ✓ POINIONIMIRImp rMwrsWMOODY MOO MR P O _ . Rr1Al MM. WO AP �1111�1 — Y i. PU.Ir — 4.1 .III. Imo* di.. MO PUPS •sA ^IM/r a r EXHIBIT "C" ANTI -HUMAN TRAFFICKING AFFIDAVIT 1. The undersigned affirms, certifies, attests, and stipulates as follows: a. The entity/individual is a nongovernmental entity authorized to transact business in the State of Florida (hereinafter, "nongovernmental entity"). b. The nongovernmental entity is either executing, renewing, or extending a contract (including, but not limited to, any amendments, as applicable) with the City of Miami ("City") or one of its agencies, authorities, boards, trusts, or other City entity which constitutes a governmental entity as defined in Section 287.138(1), Florida Statutes (2024). c. The nongovernmental entity is not in violation of Section 787.06, Florida Statutes (2024), titled "Human Trafficking." d. The nongovernmental entity does not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes (2024). 2. Under penalties of perjury, pursuant to Section 92.525, Florida Statutes, I declare the following: a. I have read and understand the foregoing Anti -Human Trafficking Affidavit and that the facts, statements and representations provided in Section 1 are true and correct. b. I am an officer, a representative, or individual of the nongovernmental entity authorized to execute this Anti -Human Trafficking Affidavit. FURTHER AFFIANT SAYETH NAUGHT. Nongovernmental Entity/Individual: Signature: Name: Office Address: Email Address: 6ACCX.4-k. �AOCr\€ CL1-,tib elk Title: \! Lce CGrr ,C61 v t1 W 3Phone l.k L- i 31 2 Number: 305— 3-7-1-9%77 '�[ c c. C r \c c re iikSaAAS L4c c * CiLLL, Carte EXHIBIT "D" MINIMUM ESTABLISHED RATES MYC RATES 2025 SUBJECT TO APPROAL FROM THE BOARD (taxes not included) MEMBERSHIP TYPES & DUES TOTAL FULL ACTIVE $152.87 SPOUSAL ACTIVE $28.43 SOCIAL $81.09 NON-RESIDENT $81.10 JUNIOR (ANNUALLY) $64.21 STORAGE RATES PER FT / MOTNHLY WET SLIP $2108 DRY SLIP $1196 WAVE ON BEACH $48.38 SUP / KAYAK RACK $43.00 MEMEBRSHIP DOCKAGE PER DAY FULL MEMBER TDOCK $50.00 FULL MEMBER JDOCK $25.00 FULL MEMBER TSPOT (TRAILER DRY SPOT) $20.00 MEMEBRSHIP PARKING MONTHLY FULL MEMBER 1 PARKING SPACE - MONTHLY (LIMITED/10) $150.00 TRANSIENT DOCKAGE PER FT / PER DAY TRANSIENT NON-MEMBER - TDOCK $4.00 TRANSIENT RECIPROCITY YACHT CLUB MEMBER - TDOCK $3.00 TRANSIENT NON-MEMBER - JDOCK $3.00 TRANSIENT RECIPROCITY YACHT CLUB MEMBER - JDOCK $2.00 TRANSIENT RECIPROCITYYACHT CLUB MEMBER -TRAILER SPOT $20.00 EXHIBIT "E" "LESSEE'S WORK" Exhibit E The Miami Yacht Club is proud to present its Capital Improvements Plan, a multi -phase initiative designed to modernize, enhance our historic waterfront property. With the successful execution of a License Agreement with the City of Miami, Phase 1 is already underway, laying the foundational infrastructure necessary for long-term improvements. Subsequent phases, which are contingent upon the execution of a new lease, are strategically planned to significantly upgrade our facilities, expand capacity, and reinforce our commitment to serving the City, our members, and the broader boating community. This comprehensive vision underscores the Miami Yacht Club's dedication to sustainability, functionality, and continued excellence on the Biscayne Bay waterfront. CAPITAL IMPROVEMENTS PHASE 1 License Agreement executed with the City of Miami, this phase is complete. Modular Dockmaster Office and Bathrooms Modular Office Containers: $109,183 Land Improvements: 11,873.85 Electrical / Fencing / Permitting: 5,520 Misc. Costs: 3,287 Total Investment: 129,864 The following phases are post execution of a new lease to allow for financing of the improvements: PHASE 2 Dry Storage, Partial Concrete Dock Replacement Fixed Docks with Utilities: 675,000 Demolition of Existing Docks: 750,000 Dry Storage Racks: 800,000 Concrete Slab: 350,000 Sitework / Landscaping: 160,000 Permitting / Fees: 95,000 Contingency: 200,000 Professional Fees:240,000 Forklift: 450,000 Total Phase 2: 3,720,000 Phase 2 Continued A Vision for Expanded Dry Rack Storage at the Miami Yacht Club As the Miami Yacht Club continues to evolve to meet the needs of our city's maritime enthusiasts, we are excited to pursue a key enhancement to our campus: the development of a modern, expanded vertical dry rack storage facility. This project is central to our long-term plan to improve member services, elevate operational efficiency, and generate sustainable revenue that supports the continued vitality of our club long into the future. Miami's boating community continues to grow, and with that growth comes increased demand for convenient, secure, and accessible dry storage. Our vision includes the construction of a vertical dry rack facility that will dramatically expand our capacity, allowing us to safely accommodate a greater number of vessels while optimizing our existing waterfront footprint. This initiative is more than an amenity, it's a strategic investment in the future of the club. By increasing our dry storage capacity, we unlock the potential to welcome new members, reduce waitlists, and generate significant additional revenue through both membership dues and monthly storage fees. We envision a structure that integrates seamlessly with our campus, respects the scale and beauty of our waterfront, and reflects modern environmental and architectural standards. From material selection to storm -resilient construction, this project will uphold our commitment to building responsibly on the bay. PHASE 3 Partial Concrete Dock Replacement : North Fixed Docks with Utilities: 750,000 Demolition of Existing Docks: 75,000 Permitting / Fees: 95,000 Professional Fees: 100,000 Contingency: 100,000 Sitework / Landscaping: 150,000 Subtotal: 1,270,000 North Dock Infrastructure & Utility Upgrades As part of our long-term vision for the Miami Yacht Club is committed to investing in critical infrastructure improvements including a partial replacement of our North Dock. This upgrade will provide modern utility access for water, power, and communications, while significantly enhancing safety, durability, and storm resilience for all who rely on our dock facilities. The outlined Capital Improvements Plan represents a thoughtful and forward -looking vision for the future of the Miami Yacht Club. Phases 1 through 3 are fully developed and budgeted, reflecting immediate and essential infrastructure investments that align with our mission and the expectations of the City. These phases are integral to the proposed new lease and will be actively pursued upon its execution. * All timelines and projected completion dates are subject to delays beyond the control of the Miami Yacht Club, including but not limited to: (i) delays caused solely or primarily by zoning, permitting, or other regulatory approval processes; and (ii) events commonly referred to as Force Majeure, including but not limited to natural disasters, extreme weather events, war, or other acts of God. Final definitions and conditions are to be determined through legal review and negotiation Looking ahead, Miami Yacht Club remains optimistic about expanding its scope of improvements beyond Phase 3. These aspirational future phases will be collaboratively explored with City Management and Commissioners, with the shared goal of realizing the full potential of this iconic site and an improved Watson Island. PHASE 4: Aspirational Existing Clubhouse Renovation, Partial Concrete Dock Replacement, Science and Sustainability Research Spaces, Youth Sailing Facility, Event Space and Blue Tech base camp. Fixed Docks with Utilities: 750,000 Demolition of Existing Docks: 100,000 Clubhouse Renovation: 2,000,000 Light House Building: 2,500,000 Permitting / Fees: 95,000 Contingency: 300,000 Professional Fees: 175,000 Sitework / Landscaping: 150,000 Subtotal: 6,070,000 As proud stewards of one of Miami's most iconic waterfront institutions, the Board of the Miami Yacht Club is committed to charting a bold and inclusive course for the future. Rooted in a rich maritime legacy, we are envisioning a transformed campus that serves not just our members, but the greater Miami community residents, families, students, scientists, and environmental innovators alike. Our aspirational goals reflect a shared desire to create a hub of activity, education, and environmental leadership right on the water's edge. New Multi -Use Facility Building The Light House: Miami Yacht Club's Beacon for the Future Rising gracefully along the shoreline of Watson Island, The Light House will be the centerpiece of the Miami Yacht Club's next chapter, a forward -thinking facility that honors our maritime roots while embracing a bold, community and education focused future. Envisioned as a dynamic, multi -purpose space, The Light House is designed to serve as a vibrant nexus for education, innovation, environmental stewardship, and civic engagement. A Launchpad for Youth Sailing At the heart of The Light House will be a dedicated wing for our 501c3 Youth Sailing Foundation that will serve as a welcoming space where young Miamians of all backgrounds can learn the fundamentals of sailing, seamanship, and leadership. Outfitted with classrooms, locker rooms, and a flexible indoor/outdoor rigging yard, this area will offer year-round programming designed to empower the next generation of sailors, environmental stewards, and community leaders. With direct access to our protected bay, it will be a true launching point of bright sailing futures for the next generation of Olympic greats. Innovation Dock: A Home for Blue Tech Within this new facility, we will house the Innovation Dock that will be a state-of-the-art workspace and wet labs for Blue Tech startups and marine innovators. These adaptable studios will support the development and real -world testing of new technologies focused on clean water, sustainable boating, aquaculture, and climate resilience. As a living laboratory on the bay, the building will foster public -private partnerships that place Miami at the forefront of the Blue Economy. EcoLab: Marine Science in Action Also included in this space will be the EcoLab, an environmental research and learning center operated in collaboration with local universities and marine conservation organizations. Complete with research tanks, analysis stations, and a digital classroom, the EcoLab will host visiting scientists, student groups, and citizen science initiatives focused on restoring Biscayne Bay and preserving our fragile coastline. Sunset Deck: Event Space with a Purpose Crowning the building, an expansive, light -filled event space and rooftop terrace. The Sunset Deck will offer breathtaking views of the bay and downtown skyline. Designed to host community partner events, nonprofit fundraisers, educational seminars, and private rentals, this space will serve as both a revenue generating asset and a resource for Miami's civic and cultural organizations. Fully equipped with modern A/V capabilities, catering support, and flexible seating, it will be as versatile as it is inspiring. A Sustainable Symbol Constructed with environmentally conscious materials and powered by renewable energy, the Sunset Deck will be a showcase of sustainable design. From solar panels, energy efficient lighting and rainwater harvesting, every element of the building will reflect our deep commitment to protecting the waters we call home. More Than a Building The Light House is more than bricks and mortar, it is a symbol of the Miami Yacht Club's enduring promise to serve our members, our neighbors, and our environment. It is where sails are raised, ideas are born, partnerships are forged, and the community comes together. We're not just building a facility; we're building the future of what a boating club can mean for a City. Aspirational Public / Private Partnership Investments Mooring Field and Marine Patrol Building At the Miami Yacht Club, our commitment to stewardship extends beyond our docks. As we look to the future, we are proud to announce our ambition to build a new, purpose -driven facility that honors both our responsibility to the mooring field community and our dedication to our partnership with the Miami Marine Patrol to continue to enhance maritime safety and environmental protection. This new Mooring Field & Marine Patrol Office would replace the current spaces provided for the mooring field operations and the Miami Marine Patrol offices. This space will serve as a vital hub, functioning both as the operations center for our mooring field staff partners and as a state-of-the-art station for the Miami Marine Patrol, a long-standing tenant and essential partner in safeguarding Biscayne Bay. To bring this vision to life, we are hopeful that the City of Miami will stand with us, not only through grant opportunities, but also by encouraging support and coordination from the developers and stakeholders of neighboring parcels on Watson Island. Together, we have a unique opportunity to align our goals and build a world -class waterfront infrastructure that serves the city, protects the environment, and strengthens our maritime community. We see this project as a cornerstone for broader collaboration and progress across the island. A Modern Home for Our Mooring Field Team The new facility will provide a professional, functional, and comfortable workspace for the mooring field team, an area that serves as a refuge for local boaters and visiting mariners alike. With enhanced technology, modern equipment storage, and improved waterfront access, the mooring field staff will be better equipped than ever to manage field operations, uphold safety standards, and offer hospitality and support to our growing Miami boating community. This investment reflects our respect for the behind -the -scenes heroes who ensure the integrity, cleanliness, environmental compliance, and security of the mooring field every day. A New Chapter for the Miami Marine Patrol As Miami's marine environment faces increasing pressures from traffic, tides, and climate, the need for a strong and visible marine law enforcement presence has never been greater. That's why we are proud to design this facility with a dedicated space for the City of Miami Marine Patrol, whose work protects our waters, enforces environmental and safety regulations, and responds swiftly to emergencies on the bay. This state-of-the-art station will include secure vessel docking, briefing rooms, surveillance capabilities, and amenities that allow patrol officers to remain fully equipped and responsive. By investing in this space, we are deepening our commitment to public safety and environmental accountability on the water. Let's Chart the Course —Together As the Miami Yacht Club approaches its 100th year, we stand at a defining moment, not just for our club, but for our city, our bay, and the legacy we all share. This vision for our campus is bold, but it is also deeply rooted in service: to our youth, to our environment, to innovation, and to the generations of Miamians who deserve access to the water that defines us. We invite the City of Miami, private corporate partners, philanthropic partners, City leaders and community organizations to join us in bringing this vision to life. Together, we have the opportunity to transform Watson Island into a model of public access to coastal greenspaces, educational excellence, and civic pride. With thoughtful investment and united effort, we can create a space that reflects not only where Miami has been, but where it is going. As the only Olympic stakeholder representing Miami in international sailing around the world, the Miami Yacht Club is more than a club, it is a symbol of Miami's soul and national leadership as a City. Let us honor that legacy and build something truly extraordinary, together that can remind the Country why Miami is the Magic City. The course is set. Let's sail forward —united, ambitious, and anchored in purpose. EXHIBIT "F" "COMMUNITY SERVICES" Exhibit F Miami Yacht Club Exhibit: Community Benefits for the City of Miami Located on Miami's Watson Island for nearly 100 years, the Miami Yacht Club serves as a non- profit, non-commercial, community -driven hub dedicated to providing access to water - dependent recreation, marine education, youth and adult sailing, and environmental stewardship. Through our unique blend of education, recreation, and environmental advocacy, we are committed to positively impacting the lives of Miami residents and protecting Biscayne Bay. MYC's membership currently consists of over 400 members that represent all districts of the City of Miami and Miami -Dade County. Within the last ten years alone, our members have contributed to our programs that have introduced sailing to over 15,000 children and organized over 280,000 hours of community service. The Miami Yacht Club, along with its Miami Yacht Club Youth Sailing Foundation, is dedicated to its stated public purpose and commits to using its best efforts to provide and expand upon the following community benefits for the City of Miami: I. Youth Sailing (recreational and competitive) a. We offer comprehensive sailing programs for youth, focusing on both skill development and personal growth. These programs are designed to introduce young people to sailing, teach them teamwork and leadership skills, and encourage environmental stewardship. Our youth participants gain the confidence and knowledge to navigate the waters while also understanding the importance of preserving them for future generations. b. Approximately 1,000 youths, aged 8-18, participate each year in sailing activities at the MYC through our MYC Youth Sailing Foundation (YSF). i. YSF occupies approximately 3,600 square feet on the MYC premises. ii. YSF operates year-round, providing weekend and after school sailing and STEM activities, as well as spring break and summer camp activities. iii. MYC has a competitive Opti Team that participates in regattas local throughout the year. c. Weekend & After School Sailing i. All programs and policies support both amateur, competitive, and recreational sailors at all skill levels. We strive to develop competence, confidence and character in our sailors in a fun and safe environment. ii. Participants in these sailing programs are from: 1. Miami -Dade Public Schools 2. Fisher Island Day School 3. Cushman School d. Sailing & Windsurfing Lessons i. For more information on group, individual lessons rates: https://mycyouthsailinq.org/ e. Summer Camps i. Annual Summer Camps offerings for youths, aged 7-15: https://mycyouthsailing.org/summer-camp.php f. U.S. Sailing Olympic Development Program & U.S. Sailing Team i. Annual host of i420 Midwinters competition ii. Annual host of 29ers Midwinters competition iii. Annual host of Nacra 15 Regatta iv. Annual host of Open Bic North America competition II. Adult Sailing (recreational and competitive) a. Regattas i. We host the longest -running regatta in the City of Miami, the Miami to Key Largo Race — we are in our 70th year of the historic race. ii. We are a proud member of the Biscayne Bay Yacht Racing Association (BBYRA), where we participate and contribute via volunteers in approximately four races a year. iii. We are the annual host of the Conch Cup Regatta. b. Historical partners: i. U.S. Sailing Team & U.S. Olympic Development Program 1. The "Olympic Development Program" is composed of athletes competing in Olympic equipment and working to make the Top 20 in the world to qualify for the US Sailing Team. 2. https://www.ussailinq.org/teams/odp/ ii. U.S. Olympic Trials 1. MYC hosted the U.S. Olympic Trials for two sailing classes in January & February of 2024. 2. Two sailors from the MYC participated in the 2024 Olympics in Paris/Marseille, putting Miami sailors who grew up training at the MYC in the international spotlight. iii. Veterans Oceans Adventures 1. Veterans Oceans Adventures' mission is to provide veterans with the opportunity to experience the healing power of water. Simply put, we take veterans sailing, diving and paddling. 2. https://veteransoceanadventures.org/ iv. Warrior Sailing 1. Warrior Sailing provides maritime education for wounded, ill, and injured veterans, to support wellness, recovery and reintegration. We do so by facilitating opportunities for skill development and building partnerships between the military and marine communities. Using sailing as a platform, Warrior Sailing positively impacts the participant's physical and mental health while reconnecting them with the camaraderie and teamwork previously found in military service. 2. https://warriorsailing.org/ c. Sailing Lessons i. We partner with Charisma Sailing to offer U.S. Sailing accredited sailing school for adults that operates out of the MYC. ii. https://charismasailing.org/ III. Community Engagement a. A cornerstone of our success is the collaboration we have with a wide range of nonprofit organizations across Miami. MYC will share its space by providing event space and catering at no cost or at a significantly reduced cost for local non -profits serving Miami and beyond. b. Nonprofit organizations include: i. Rotary Club of Miami ii. South Florida Emerald Society iii. Miami Foundation iv. Red Dragons Miami Dragon Boat Racing Team c. Further, by partnering with local organizations that serve underserved populations, we are able to extend our impact to a broader community, ensuring that those who might otherwise be excluded from water -based activities are included and supported. These partnerships help to further our mission of making sailing and environmental education accessible to all, especially those in underprivileged neighborhoods. d. Historical partners include: i. Overtown Youth Center 1. Since its founding, OYC Miami has continuously provided holistic programming to erase generational cycles by providing the necessary resources to level the playing field for children, families and adults in our community. 2. https://oycmiami.org/ ii. Lotus House 1. Sheltering 1,550+ women, youth and children annually, Lotus House is the largest women's homeless shelter in the country. 2. In 2023, MYC hosted a "Night on the Bay" for the National Women's Shelter Conference & Lotus House, providing dinner and entertainment for over 75 attendees from women's shelters across the country. 3. https://lotushouse.org/ iii. Amigos for Kids 1. Amigos for Kids' mission is to prevent child abuse and neglect by valuing children, strengthening families, and educating communities. 2. In 2021, MYC and MYC YSF hosted a group of approximately 30 youths aged 7-12 from Amigos for Kids, providing a day on the water learning how to sail and paddleboard and water safety. 3. https://www.amigosforkids.org/ iv. Jack and Jill Foundation 1. Through service projects, Jack and Jill of America creates a medium of contact for children to stimulate their growth and development. Through lobbying, educational programming, dissemination of education materials, and the organization of community and charitable events, Jack and Jill has promoted the public awareness and interests of children including child development, child growth, child quality of life, child care and the promotion of children's rights. 2. https://www.jackandjillinc.org/chapter/miami/ v. Genesis Hopeful Haven 1. GHH's mission is to prepare youth to successfully transition from the foster care system to a purpose -driven adulthood by providing a haven that promotes hope, healing and independence. 2. https://ghhaven.org/ vi. Breakthrough Miami 1. Breakthrough Miami uses a unique "students -teaching -students" model to create a rigorous, vibrant learning community, where highly motivated, traditionally underrepresented 5th-12th grade students are supported to achieve post -secondary success and emerging leaders are inspired to become the next generation of educators and advocates. 2. https://breakthroughmiami.org/ e. Scholarship Program details with partners: i. So far in 2024 & 2025 alone, we provided approximately $60,000 in scholarship for water -based activities, lunch and education for 145 youths from many of the groups listed above: Programs and scholarships donated Sailors Value Full Spring Day Scholarship_ Genesis Hopeful Haven 2024 40 kids -1 day 80 per camper 3,200 Full Summer Scholarship_ Genesis Hopeful Haven 2024 12 Kids- 2 weeks 450 per camper 10,800 Full Summer Scholarship_ Overtown Youth Center 2024 12 Kids- 2 weeks 450 per camper 10,800 Partial Scholarship Summer 2024 8x8=64 225 per week 14,400 Full Scholarship Opti Program 2024 2 5,000perseason 10,000 Partial Scholarship Opti Program 2024 1 4,000 Partial Scholarship Recreational Fall 2024 8 x 12=96 30 per day 2,880 Partial Scholarship Recreational Winter 2025 5x10=50 30perday 1,500 Partial Spring Scholarship Recreational 2025 5x6=30 30 per day 900 Partial Spring Scholarship_ Jack Jill Foundation 2025 25 kids 450 Full Scholarship_JuniorSeaKeepers Workshop 2025 12 80perday 960 CIT 2 day Workshop 22025 15 teens 30 per day 900 145 $60,790 IV. Environmental Education a. Another core aspect of our mission is environmental education. Our goal is to provide a BlueTech hub for environmental stewards and help those in Miami better understand how to protect and preserve the natural beauty of Miami's waterways. b. MYC hosts approximately five events per year with mission -aligned non -profits in Miami and beyond, where we provide educational experiences that teach participants about the local marine environment, conservation efforts, and/or sustainable practices. c. Historical partners in our environmental education and resiliency support endeavors include: i. Junior SeaKeepers 1. The Junior SeaKeepers Program offers a unique marine science program for high school students in South Florida to gain practical experience in oceanographic research while actively participating in marine conservation efforts. Under the guidance of local and global marine science experts, students have explored various marine science topics, honing their skills in scientific research, effective science communication, and community engagement. 2. In 2024, MYC hosted the Junior SeaKeepers' Graduation and Research Symposium for our 2023-24 3. https://www.youtube.com/watch?v=Rmc5kwLRSkA ii. Blue Scholars Initiative 1. Blue Scholars Initiative engages students in marine biology, marine ecology and watershed concepts, providing a better understanding of, and connection to, the marine ecosystem and the impact of human stresses. Through hands-on, experiential learning, students further investigate the rich biodiversity beneath the surface, conduct citizen science and develop a passion for the environment, inspiring our next generation of ocean stewards to solve our most pressing and difficult issues. 2. https://bluescholars.org/ iii. Big Blue & You 1. Big Blue & You was born out of a dream to make marine science more accessible, especially for youth in underrepresented communities, and is dedicated to inspiring and educating the next generation of ocean stewards through the power of art, science, and media. 2. https://bigblueandyou.org/ iv. VolunteerCleanup.org 1. Volunteer Cleanup builds a grassroots movement against marine debris by helping facilitate educational shoreline, waterway and neighborhood cleanups. 2. https://volunteercleanup.org v. Miami Waterkeepers 1. Miami Waterkeeepers' mission is to protect South Florida's waters by advocating for resilient solutions grounded in science, rooted in nature, and driven by community. 2. https://www.miamiwaterkeeper.org/ vi. Surfrider Miami 1. The Surfrider Foundation is dedicated to the protection and enjoyment of the world's ocean, waves and beaches, for all people, through a powerful activist network. 2. https://miami.surfrider.org/ d. International Coastal Cleanup (ICC) i. MYC has been an annual host site for the annual International Coastal Cleanup event since 2021. MYC provides a venue for volunteers to help us protect Bay Biscayne by removing trash and debris from the waterways of Watson Island. In 2025 alone, we had 156 volunteers who helped remove 2,068 pounds of trash from Watson Island. MYC provides lunch, refreshments and safety equipment for the event each year. Our ICC partners over the years have included: Miami Waterkeepers, VolunteerCleanup.org, Big Blue & You, and Blue Scholars Initiative. ii. Miami Dade County's Baynanza 1. MYC was the host of the afterparty for the Miami Dade County Baynanza in 2022 and 2023. Over 50 volunteers attended each event, and MYC provided food, refreshments and live entertainment, as well as promotion for the `Protect Biscayne Bay' specialty license plate in 2022. iii. Greater Miami Chamber of Commerce 1. In 2023, MYC held a reception after the Chamber's Resilient Solutions Summit, hosting over 50 attendees of the Summit, providing beverages and refreshments. iv. Seaworthy Collective 1. MYC is the proud home base of the Seaworthy Collective, providing co -working space for the Collective and its volunteers, as well as event space for its Showcases and Board Meetings. Seaworthy Collective is a nonprofit that supports current and aspiring entrepreneurs driving innovation for ocean impact (AKA BlueTech). Our mission is to make BlueTech accessible; bringing all hands on deck via programs to co -create and grow early -stage startups as well as build and educate our community. We empower Sea Change Makers — founders of all backgrounds leading profitable and planet positive businesses addressing pollution, coastal resilience and adaptation, as well as greenhouse gas reduction and removal. 2. https://www.seaworthycollective.com/ V. City of Miami Marine Patrol a. At no cost to the Marine Patrol, they occupy approximately 1,000 square feet of office space, four wet slips, nine dry storage spaces, 10x12 foot storage facility in northwest corner, seven parking spaces. b. We propose expanding this office space by also providing our upstairs conference room at 235 square feet, until the construction of a permanent facility is finished. VI. Watson Island Mooring Field (WIMF) a. The MYC has a current licensing agreement with the City of Miami whereby MYC contributes 2,000 square feet of our leasehold for dedicated space to the management office and upland facilities for the WIMF management team. We also provide two temporary trailers, fencing, water and electrical under the agreement, as well as providing 50 linear feet of dockage for two WIMF vessels. b. We plan to incorporate our existing WIMF non-exclusive license agreement by reference and commit to additional future planning in phased development to establish permanent office space and upland facilities from its existing temporary structure. c. We also hope to install a pump -out station to service the pump -out boat for the WIMF management team. Olivera, Rosemary From: Alfonsin, Gabriela Sent: Friday, April 3, 2026 12:25 PM To: Olivera, Rosemary Subject: RE: Miami Yacht Club Lease Agreement Attachments: MYC_Lease.pdf Hi Rosemary, Sending you the document — the other was the resolution which is already in your files. Thank you, Gabriela Alfonsin, MPA Lease Manager Department of Real Estate and Asset Management (DREAM) 14 NE 1st Avenue, 2"d Floor, Miami, FL 33132 Tel: 305-416-1461 From: Olivera, Rosemary <ROlivera@miamigov.com> Sent: Friday, April 3, 2026 12:19 PM To: Alfonsin, Gabriela <GAlfonsin@miamigov.com> Subject: RE: Miami Yacht Club Lease Agreement Importance: High Hi Gabriela, Please send the separate documents as one complete document in the order they should be in for our records. From: Alfonsin, Gabriela <GAlfonsin@miamigov.com> Sent: Friday, April 3, 2026 12:09 PM To: Hannon, Todd <thannon@miamigov.com> Cc: Olivera, Rosemary <ROlivera@miamigov.com>; Ewan, Nicole <newan@miamigov.com> Subject: Miami Yacht Club Lease Agreement Good afternoon, Attached please find a fully executed copy of an agreement from DocuSign that is to be considered an original agreement for your records. Thank you, Gabriela Alfonsin, MPA Lease Manager Department of Real Estate and Asset Management (DREAM) 14 NE 1st Avenue, 2' Floor, Miami, FL 33132 Tel: 305-416-1461 1