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HomeMy WebLinkAbout23018AGREEMENT INFORMATION AGREEMENT NUMBER 23018 NAME/TYPE OF AGREEMENT OVERTOWN YOUTH CENTER, INC. DESCRIPTION DISBURSEMENT AGREEMENT/ALLOCATION FROM MAYOR'S OFFICE FOR CAPITAL IMPROVEMENTS/FILE ID: 4631/0- 13790/MATTER ID: 19-248 EFFECTIVE DATE February 10, 2020 ATTESTED BY TODD B. HANNON ATTESTED DATE 2/10/2020 DATE RECEIVED FROM ISSUING DEPT. 2/25/2020 NOTE a3olg DISBURSEMENT AGREEMENT BY AND BETWEEN THE CITY OF NIIAMI AND THE OVERTOWN YOUTH CENTER, INC. This DISBURSEMENT AGREEMENT ("Agreement") is entered into as of this day of , 2019 ("Effective Date") by and between the CITY OF MIAMI, a municipal corporation of the State of Florida, with a principal address at 444 S.W. 2nd Avenue, Miami, Florida 33130 ("CITY"), and OVERTOWN YOUTH CENTER, INC., a not -for -profit corporation ofthe State ofFlorida, with a principal address at 450 N.W. 14th Street, Miami, Florida, 33136 ("RECIPIENT"). The CITY and the RECIPIENT are hereinafter collectively referred to as the "PARTIES." RECITALS WHEREAS, the CITY and the RECIPIENT entered into a Lease Agreement dated February 28, 2001, which was amended on June 6, 2016 and January 16, 2018 (collectively, "Lease Agreement"), for the lease of certain property as describe in Composite Exhibit A, attached and incorporated herein; and WHEREAS, the CITY and RECIPIENT in the Second Amendment to the Lease Agreement, attached and incorporated herein as Exhibit A-3, agreed to extend the term of the lease to February 28, 2066, in exchange for the RECIPIENT investing no less than Two Million, Five Hundred Thousand Dollars ($2,500,00.00) in significant capital improvements; and WHEREAS, RECIPIENT's Capital Campaign, attached and incorporated herein as Exhibit "B," is to construct and expand the Overtown Youth Center to allow the RECIPIENT to, inter alia: • Serve as an economic empowerment center providing a holistic approach to eliminating barriers to success for both children and families; Doc. No. 1182032 DISBURSEMENT AGREEMENT CITY OF MIAMI OVERTOWN YOUTH CENTER, INC. • Increase its capacity to serve over Five Thousand (5,000) youth and families using the newly renovated facility as the main hub that will deploy staff and services to the community -at -large; • Expand services to more youth in Overtown as well as other areas in need such as Wynwood, Allapattah, Little Haiti, Little Havana, and, eventually, throughout Miami - Dade County and beyond; and • Expand youth and family services, vocational training opportunities, collaborative programming, family empowerment services, alternative educational solutions, counseling, therapy, etc.; and WHEREAS, RECIPIENT's Capital Campaign Goal is to raise Fifteen Million Dollars ($15,000,000.00) to support the construction and expansion of the Overtown Youth Center; and WHEREAS, .in the Fiscal Year 2018-2019 City of Miami Operating Budget, pursuant to Ordinance 13790 adopted on September 27, 2018, the CITY allocated and appropriated One Million Dollars ($1,000,000.00) ("FUNDS") in support of the RECIPIENT's Capital Campaign, attached and incorporated herein as Exhibit "C;" and WHEREAS, CITY and the RECIPIENT wish to enter into this Agreement to set forth the terms and conditions relating to the disbursement and the use of the FUNDS in the not to exceed amount of One Million Dollars ($1,000,000.00) for the Capital Campaign; NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein, the parties agree as follows: TERMS AND CONDITIONS 1. RECITALS. The recitals and all statements contained therein are true and correct and are hereby incorporated into this Agreement. 2. FUNDS. Subject to the terms and conditions set forth herein and RECIPIENT's compliance with all of its obligations hereunder, the CITY hereby agrees to make available to the RECIPIENT the FUNDS to be used solely for the Capital Campaign, and as disbursed in 2 Doc. No. 1182032 DISBURSEMENT AGREEMENT CITY OF M[A.MI OVERTOWN YOUTH CENTER, INC. the manner hereinafter provided. 3. USE OF FUNDS. The Grant shall be used by RECIPIENT to assist RECIPIENT in meeting its Capital Campaign goal and to support the construction and expansion of the Overtown Youth Center. The FUNDS shall be used solely for any expenses directly related to the construction and expansion of the Overtown Youth Center and any additional construction costs directly related to the RECIPIENTS Capital Campaign. The construction and expansion activities eligible for funding are those activities identified and described in Exhibit "D," attached and incorporated herein by this reference. 4. DISBURSEMENT OF FUNDS. Subject to the terms and conditions contained in this Agreement, and at the time of execution of this Agreement, the CITY shall make available to RECIPIENT the not to exceed amount of One Million Dollars ($1,000,000.00) in Funds. Payment will be made in one (1) lump sum and only after RECIPIENT has submitted to the CITY and the CITY has received an invoice. The invoice shall constitute a "Proper Invoice" as defined by Florida Statutes Section 218.73 and 218.74. In no event shall payments to RECIPIENT under this Agreement exceed One Million Dollars ($1,000,000.00), nor shall FUNDS be paid in any additional installments, nor shall FUNDS be used in any form inconsistent with the terms, conditions, obligations, and requirements contained herein. 5. TERM. The term of this Agreement shall commence on the date first above written and shall terminate upon the termination of the Lease Agreement, attached and incorporated herein as Composite Exhibit "A." However, all rights of the CITY to audit or inspect, to require reversion of assets, to enforce representations, warranties and certifications, to default remedies, to limitation of liability and indemnification, and to recovery of fees, expenses, and costs shall survive the expiration or earlier termination of this Agreement. 6. COMPLIANCE WITH POLICIES AND PROCEDURES. RECIPIENT understands that the use of the FUNDS is subject to specific reporting, record keeping, administrative and contracting guidelines, audit, and other requirements affecting the activities funded by the FUNDS for the Capital Campaign. RECIPIENT covenants and agrees to comply with any and all such requirements, and represents and warrants to the CITY that the FUNDS shall be used in accordance with all of the requirements, terms and conditions contained therein, as the same may be amended during the term hereof. Without limiting the foregoing, RECIPIENT represents and warrants that it will comply with, and the FUNDS will be used in 3 Doc. No. 1182032 DISBURSEMENT AGREEMENT CITY OF MIAMI OVERTOWN YOUTH CENTER, INC. accordance with, all applicable federal, state, and local codes, laws, rules and regulations. RECIPIENT also represents and warrants that it shall comply with any and all requirements, compliance measures, and restrictions for any additional restricted funds (e.g., bond funds, grants, etc.) it may have received from the CITY, Miami -Dade County, other public entities, or any and all other providers of restricted funds as it relates to its Capital Campaign or any other capital or operational projects associated with the Overtown Youth Center. 7. RECORDS, INSPECTIONS, REPORTS/AUDITS AND EVALUATION. To the extent required by law, the Inspection and Audit provisions set forth in Sections 18-101 and 18-102 of the Code of the City of Miami, as amended ("City Code") are deemed as being incorporated by reference herein and additionally apply to this Agreement. RECIPIENT understands, acknowledges, and agrees that: (a) The CITY must meet certain record keeping and reporting requirements with regard to the FUNDS and that in order to enable the CITY to comply with its record keeping and reporting requirements, RECIPIENT shall maintain all records as required by the CITY; and (b) At the CITY's request, and no later than thirty (30) days thereafter, RECIPIENT shall deliver to the CITY such reports and written statements relating to the use of the FUNDS as the CITY may require from time to time; and (c) All costs and expenses for which the FUNDS are used shall be at actual cost with no markups; and (d) The CITY shall have the right to conduct audits of RECIPIENT's records pertaining to the FUNDS and to visit and to inspect the Capital Campaign site and activities, in order to conduct its monitoring and evaluation activities, and that RECIPIENT shall cooperate with the CITY in the performance of these activities; and (e) RECIPIENT's failure to comply with these requirements or the receipt or discovery (by monitoring, evaluation, or audit) by the CITY of any inconsistent, incomplete, or inadequate information shall be grounds for the immediate termination of this Agreement by the CITY. 8. REVERSION OF ASSETS. Upon the expiration, termination, or cancellation of the term of this Agreement, any unspent FUNDS shall immediately revert to the possession and ownership of the CITY and RECIPIENT shall transfer to the CITY all unused FUNDS at 4 Doc. No. 1182032 DISBURSEMENT AGREEMENT CITY OF MIAMI OVERTOWN YOUTH CEN1'nR, INC. the time of such expiration, termination, or cancellation. 9. INSURANCE REQUIREMENTS. At all times during the term hereof, the RECIPIENT shall maintain insurance acceptable to the CITY. Insurance Requirements are attached and incorporated herein as Exhibit "E" and the RECIPIENT shall furnish to the CITY original certificates of insurance indicating that the RECIPIENT is in compliance with the provisions described in Exhibit "E." 10. REMEDIES FOR NON-COMPLIANCE. If RECIPIENT fails to perform any of its obligations or covenants hereunder, or materially breaches any of the terms, conditions, obligations, or requirements contained herein, then the CITY shall have the right to take one or more of the following actions, in addition to any other remedies available to it in law and/or equity: (a) Withhold cash payments, pending correction of the deficiency by RECIPIENT; (b) Recover payments made to RECIPIENT; (c) Disallow (that is, deny the use of the FUNDS for) all or any part of the cost for the activity or action for the Capital Campaign not in compliance; (d) Withhold further awards for the Capital Campaign; and (e) Take such other remedies that may be legally permitted. 11. NON-DISCRIMINATION. RECIPIENT, for itself and on behalf of its contractors and sub -contractors, agrees that it shall not discriminate as to race, sex, color, religion, national origin, age, marital status, sexual orientation, or disability in connection with its performance under this Agreement. Furthermore, RECIPIENT represents that no otherwise qualified individual shall, solely, by reason of his/her race, sex, color, religion, national origin, age, marital status, sexual orientation, or disability be excluded from the participation in, be denied benefits of, or be subjected to discrimination under any program or activity receiving financial assistance pursuant to this Agreement. 12. CONFLICT OF INTEREST. RECIPIENT has reviewed and is familiar with the following provisions regarding conflict of interest in the performance of this Agreement by RECIPIENT. RECIPIENT covenants, represents and warrants that it will comply with all such conflict of interest provisions, including, but not limited to the: (a) Code of the City of Miami, Florida, Chapter 2, Article V; and (b) Miami -Dade County Code, Section 2-11.1. 5 Doc. No. 1182032 DISBURSEMENT AGREEMENT CITY OF MIAMI OVERTOWN YOUTH CENTER, INC. 13. CONTINGENCY CLAUSE. Funding for this Agreement is contingent on the availability of funds and continued authorization for Capital Campaign activities, and is subject to amendment or termination due to lack of funds or authorization, reduction of funds, and/or change in regulations. 14. CERTIFICATIONS RELATING TO THE FUNDS. RECIPIENT certifies that: (a) All expenditures of the FUNDS shall be made only for the Capital Campaign and in accordance with the provisions of this Agreement. (b) Reasonable accounting records for the Capital Campaign shall be maintained by RECIPIENT. (c) The expenditures of the FUNDS shall be properly documented and such documentation shall be maintained on file at the RECIPIENT's site. (d) Periodic progress reports shall be provided to the CITY as requested from time to time. (e) No expenditure of FUNDS shall be used for political activities. (f) RECIPIENT shall be liable to the CITY for any amount of the FUNDS expended in a manner inconsistent with this Agreement. 15. MARKETING. (a) RECIPIENT shall consult with the City Manager, or his/her designee, regarding all uses and displays of the recognition of the CITY. (b) RECIPIENT shall prominently display signage acknowledging the CITY's funding contribution to the Capital Campaign at RECIPIENT's primary place of business, and for a minimum period of two (2) years after the completion of the Capital Campaign. (c) RECIPIENT shall produce, publish, advertise, disclose, or exhibit the CITY's name and/or logo, in acknowledgement of the CITY's contribution to the Capital Campaign, in all forms of media and communications created by RECIPIENT in relation to this Agreement and/or the Capital Campaign, for the purpose of publication, promotion, illustration, advertising, trade or any other lawful purposes, including but not limited to stationary, newspapers, periodicals, billboards, posters, email, direct mail, flyers, telephone, public events, and television, radio, or internet advertisements or postings, or interviews. (d) The CITY shall have the right to approve the form and placement of all acknowledgements, which approval shall not be unreasonably withheld. (e) RECIPIENT further agrees that the CITY's name and logo may not be otherwise used, 6 Doc. No. 1182032 DISBURSEMENT AGREEMENT CITY OF MIAMI OVERTOWN YOUTH CENI'hR, INC. copied, reproduced, altered in any manner, or sold to others for purposes other than those specified in this Agreement. Nothing in this Agreement, or in RECIPTFNT's use of the CITY's name and logo, confers or may be construed as conferring RECIPIENT any right, title, or interest whatsoever in the CITY's name, identifying information, and logo beyond the limited right granted in this Agreement. 16. DEFAULT. If RECIPIENT fails to comply with any term or condition of this Agreement, or fails to perform any of its obligations hereunder, then RECIPIENT shall be in default. Upon the occurrence of a default hereunder the CITY, in addition to all remedies available to it by law, may immediately, upon written notice to RECIPIENT, terminate this Agreement whereupon all payments, advances, or other compensation paid by the CITY to RECIPIENT while RECIPIENT was in default shall be immediately returned to the CITY. RECIPIENT understands and agrees that termination of this Agreement under this section shall not release RECIPIENT from any obligations accruing prior to the effective date of termination. Additionally, the occurrence of a default by the RECIPIENT in the Lease Agreement shall constitute an occurrence of default by the RECIPIENT in this Agreement. The CITY shall also be able to take any and all other actions and such other remedies that may be legally permitted. 17. LEASE AGREEMENT. This Agreement is not intended to and does not amend or alter any of the terms, obligations, rights, duties, covenants, warranties, conditions, representations, or requirements of the Lease Agreement, nor shall this Agreement be interpreted to be an amendment or alteration of any of the terms, obligations, rights, duties, covenants, warranties, conditions, representations, or requirements of the Lease Agreement. All actions taken in furtherance of this Agreement shall be in compliance with the terms, obligations, and duties of the Lease Agreement. RECIPIENT further represents and warrants that as of the Effective Date of this Agreement the RECIPIENT is not in default of the Lease Agreement and that it shall comply with any and all of the terms, obligations, rights, duties, covenants, warranties, conditions, representations, and requirements of the Lease Agreement. 18. NO LIABILITY OF THE CITY. None of the respective officers, employees, agents, representatives, or principals, whether disclosed or undisclosed, of the CITY shall have any personal liability with respect to any of the provisions of this Agreement. Any liability of the CITY under this Agreement shall be subject to the limitations imposed by Section 768.28, Florida Statutes. 7 Doc. No. 1182032 DISBURSEMENT AGREEMENT CITY OF MIAMI OVERTOWN YOUTH CENTER, INC. 19. SPECIFIC PERFORMANCE. In the event of breach of the Agreement by the CITY, the RECIPTFNT may only seek specific performance ofthe Agreement and any recovery shall be limited to the actual amount of the Capital Campaign costs not to exceed the amount of funding authorized in this Agreement. In no event shall the CITY be liable to RECIPIENT for any additional compensation, other than that provided herein, or for any consequential or incidental damages. 20. INDEMNIFICATION OF THE CITY. RECIPIENT hereby agrees to indemnify, protect, save, defend, release, and hold harmless the CITY and its respective officers, employees, agents, representatives, and principals from and against any and all claims, actions, damages, liability and expense (including fees, costs, and expenses of attorneys, investigators and experts) in connection with loss of life, personal injury, or damage to property arising out of the performance or non-performance of this Agreement. and the Capital Campaign, except to the extent such loss, injury or damage was caused by the gross negligence of the City or its respective officers, employees, agents, representatives, and principals. RECIPIENT shall also require its contractors to indemnify, save, defend and hold harmless the CITY and its respective officers, employees, agents, representatives and principals, and further provide certificates of insurance as stipulated in Exhibit "E." 21. DISPUTES. In the event of a dispute between the CITY and RECIPIENT as to the terms and conditions of this Agreement, the City Manager and RECIPTFNT shall notify each in writing ofthe dispute and proceed in good faith to resolve the dispute within thirty (30) days of such written notice. If the dispute is not resolved within such thirty (30) days, the dispute shall be submitted to the Miami City Commission ("City Commission") for resolution within ninety (90) days thereof, or such longer period as may be agreed to by the parties to this Agreement. The City Commission's decision shall be deemed final and binding on the parties. 22. CAPTIONS. The captions in this Agreement are for convenience only and are not a part of this Agreement and do not in any way define, limit, describe, or amplify the terms and provisions of this Agreement or the scope or intent thereof. 23. CONSTRUCTION. Should the provisions of this Agreement require judicial or arbitral interpretation, it is agreed that the judicial or arbitral body interpreting or construing the same shall not apply the assumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that an instrument is to be construed 8 Doc. No. 1182032 DISBURSEMENT AGREEMENT CITY OF MIAMI OVERTOWN YOUTH CENTER, INC. more strictly against the party which itself or through its agents prepared same, it being agreed that the agents of both parties have equally participated in the preparation of this Agreement. 24. COVENANTS. Each covenant, agreement, obligation, term, condition or other provision herein contained shall be deemed and construed as a separate and independent covenant of the party bound by, undertaking or making the same, not dependent on any other provision of this Agreement unless otherwise expressly provided. All of the terms and conditions set forth in this Agreement shall apply throughout the term of this Agreement unless otherwise expressly set forth herein. 25. CONFLICTING TERMS. In the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms of this Agreement shall govern. 26. WAIVER. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing by the non -breaching party. 27. SEVERABILITY. Should any provision contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable under the laws of the State of Florida, then such provision shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to conform with such laws, that same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. 28. NO THIRD -PARTY BENEFICIARY RIGHTS. No provision of this Agreement shall, in any way, inure to the benefit of any third parties so as to constitute any such third party a beneficiary of this Agreement, or of anyone or more of the terms hereof, or otherwise give rise to any cause of action in any party not a party hereto. 29. OWNERSHIP OF DOCUMENTS. Upon request by the CITY, all documents developed by RECIPIENT pursuant to this Agreement shall be delivered to the CITY upon completion of this Agreement, and may be used by the CITY, without restriction or limitation. RECIPIENT agrees that all documents maintained and generated pursuant to this Agreement shall be subject to all provisions of the Public Records Law, Chapter 119, Florida Statutes. It is further understood by and between the parties that any document which is given by the CITY to the RECIPTFNT pursuant to this Agreement shall at all times remain the property of the 9 Doc. No. 1182032 DISBURSEMENT AGREEMENT CITY OF MIAMI OVERTOWN YOUTH CENTER, INC. CITY, and shall not be used by RECIPIENT for any other purposes whatsoever, without the written consent of the CITY, which may be conditioned or withheld by the CITY, in its sole discretion. 30. PUBLIC RECORDS. RECIPIENT understands that the public shall have access, at all reasonable times, to all documents and information pertaining to the CITY, subject to the provisions of Chapter 119, Florida Statutes, and any specific exemptions there from, and RECIPIENT agrees to allow access by the CITY and the public to all documents subject to disclosure under applicable law unless there is a specific exemption from such access. RECIPIENT further understands that this Agreement is subject to disclosure pursuant to the provisions of Chapter 119, Florida Statutes. RECIPIENT's failure or refusal to comply with the provisions of this section shall result in immediate termination of the Agreement by the CITY. Pursuant to the provisions of Section 119.0701, Florida Statutes, RECIPIENT must comply with the Florida Public Records Laws, specifically the RECIPIENT must: A. Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. B. Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. C. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. D. Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of the RECIPIENT upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. E. All records stored electronically must be provided to the CITY in a format compatible with the information technology systems of the public agency. RECIPIENT agrees that any of the obligations in this section will survive the term, termination and cancellation hereof. IF THE RECIPIENT HAS QUESTIONS REGARDING THE 10 Doc. No. 1182032 DISBURSEMENT AGREEMENT CITY OF MIAIvII OVERTOWN YOUTH CENTER, INC. APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE RECIPIENT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1883, PUBLICRECORDS@MIAMIGOV.COM, AND 444 SW 2 AVENUE, 9TH FLOOR, MIAMI, FLORIDA 33130. 31. AWARD OF AGREEMENT. RECIPIENT warrants that it has not employed or retained any person employed by the CITY to solicit or secure this Agreement, and that it has not offered to pay, paid, or agreed to pay any person employed by the CITY any fee, commission percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of the FUNDS. 32. NON-DELEGABILITY. The obligations of RECIPIENT under this Agreement shall not be delegated or assigned to any other party without the CITY's prior written consent which may be conditioned or withheld by the CITY, in its sole discretion. 33. CONSTRUCTION OF AGREEMENT, GOVERNING LAW, AND VENUE. This Agreement shall be construed and enforced in accordance with Florida law without regard to its conflicts of law provisions. In the event of litigation, controversies, or legal problems arising out of or as a result of this Agreement, shall be submitted to the jurisdiction of the State of Florida courts in the Eleventh Judicial Circuit in and for Miami -Dade County, Florida. The venue shall be Miami -Dade County, Florida. Each party shall be responsible for its own attorney's fees, costs, and expenses. Moreover, RECIPIENT -acknowledges that it shall adhere to any and all state, local, and federal laws, rules and regulations in undertaking the Capital Campaign and in complying with this Agreement, to include the Code of the City of Miami, Florida, as amended. 34. WAIVER OF JURY TRIAL. RECIPIENT and the CITY hereby knowingly, irrevocably, voluntarily, and intentionally waive any right either may have to a trial by jury in respect to any action, proceeding, claim, or counterclaim based on this Agreement and/or the Project, or arising out of, under, or in connection with this Agreement, the Project, any renewal(s) hereof, any amendment, extension, or modification of this Agreement, or any other agreement executed between the parties in connection with this Agreement, the Capital Campaign, or any other course of conduct, course of dealing, statements (whether verbal or 11 Doc. No. 1182032 DISBURSEMENT AGREEMENT CITY OF MIAMI OVERTOWN YOUTH CENTER, INC. written), or any other actions of any party hereto. This waiver is a material inducement for the CITY and the RECIPIENT to enter into this Agreement. 35. TERMINATION OF CONTRACT FOR CONVENIENCE. The CITY retains the right to terminate this Agreement at any time for convenience, without penalty to the CITY. In that event, the CITY shall give five (5) days written notice of termination to RECIPIENT. 36. NOTICE. All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by personal service, or by registered mail, addressed to the party at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served, or, if by mail, on the fifth (5th) day after being posted, or the date of actual receipt, whichever is earlier. To CITY: City of Miami 444 SW 2nd Avenue Miami, FL 33130 Attn: Emilio T. Gonzalez, City Manager With a copy to: Office of the City Attorney 444 S.W. 2nd Avenue, 9th Floor Miami, FL 33130 Attn: Victoria Mendez, City Attorney To RECIPIENT: Overtown Youth Center, Inc. c/o Mourning Family Foundation, Inc. 450 NW 14th Street Miami, Florida, 33136 37. INDEPENDENT CONTRACTOR. RECIPIENT, its contractors, subcontractors, employees, and agents shall be deemed to be independent contractors, and not agents or employees of the CITY, and shall not attain any rights or benefits under the civil service or pension programs of the CITY, or any rights generally afforded its employees;, further, they shall not be deemed entitled to Florida Workers' Compensation benefits as employees of the 12 Doc. No. 1182032 DISBURSEMENT AGREEMENT CITY OF MIAMI OVERTOWN YOUTH CENTER, INC. CITY. 38. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereto, and their respective heirs, executors, legal representatives, successors, and assigns. 39. ENTIRE AGREEMENT. This instrument constitutes the sole and only agreement of the parties hereto relating to the FUNDS, and correctly set forth the rights, duties, and obligations of the parties. There are no collateral or oral agreements or understandings between the CITY and RECIPIENT relating to this Agreement, the FUNDS, or the Capital Campaign. Any promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. This Agreement shall not be modified in any manner except by an instrument in writing executed by the authorized representatives of the parties. 40. AMENDMENTS. No amendment to this Agreement shall be binding on either party, unless in writing and signed by the authorized representatives of both parties. 41. AUTHORITY. Both the CITY and RECIPIENT certify that each possesses the legal authority to enter into this Agreement. A resolution, motion or similar action has been duly adopted as an official act of each party as a governing body, authorizing the execution of this Agreement, and identifying the official representative of each to act in connection herewith and to provide such additional information as may be required by the terms of this Agreement. RECIPIENT' s authorized representative for this Agreement is identified in RECIPIENT' s corporate authorization, attached and incorporated as Exhibit "F." 42. SURVIVAL. All obligations (including but not limited to indemnity and obligations to defend, release, and hold harmless) and rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Agreement shall survive such expiration or earlier termination. [SIGNATURES APPEAR ON THE FOLLOWING PAGE] {Remainder of Page Intentionally Left Blank} 13 Doc. No. 1182032 11-14 CiAtou0 DISBURSEMENT AGREEMENT CITY OF MIAMI OVERTOWN YOUTH CENTER, INC. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized as of the day and year above written. ATTEST: By: Name: Title: ATTEST: APPROVED ASRANCE REQUIREME S: f By: Ann -Marie S arpe, 1 irector, Risk Manage ent Department OVERTOWN YOUTH CENTER, INC., a Florida Not For P t Corporation By. Brown xetive Director CITY 0 of the S AMI, a Munici . al C rporation Florid. ("CIT ") • Emilio T. Gonzalez, C. T T . ager APPROVED AS TO FORM AND CORRECTNESS: By: .} rr Victoria 'ndez, City Attorney XEA // Doc. No. 1182032 14 COMPOSITE EXHIBIT A Exhibit A-1: LEASE AGREEMENT Exhibit A-2: FIRST AMENDMENT TO LEASE AGREEMENT Exhibit A-3: SECOND AMENDMENT TO LEASE AGREEMENT Doc. No. 1182032 EXHIBIT A-1 LEASE FROM THE CITY OF M AMI TO OVERTOWN YOUTH CENTER FOR THE USE OF A PORTION OF GIBSON PARK TABLE OF CONTENTS ARTICLE I EXHIBITS AND DEFINITIONS 1.1 Exhibits 1.2 Defined Terms; Singular, Plural and Gender ARTICLE II DESCRIPTION AND TERM 2.1 The Demise 2.2 Term of Use and Conditions Precedent 2.3 Option to Extend 1 4 5 5 ARTICLE III PURPOSE OF USE AND OCCUPANCY 3 , 1 Authority to. Lease 5 3.2 Purpose of Use and Occupancy of Subject Property 6 3.3 Operations 6 3.4 Annual Plan 6 3.5 Continuous Duty to Operate 7 3.6 Overtown Advisory Board 7 3,7 Police Protection 8 ARTICLE IV POSSESSION OF THE SUBJECT PROPERTY AND CONSTURCITON OF LEASEHOLD IMPROVEMENTS -4.1 The Leasehold Improvements 8 4.2 Lessee's Financial Obligations 4.3 Delivery of Possession of Subject Property 4.4 Additional Security for Lessee's Construction Obligations 11 4.5 Time for Commencement and completion of construction of the 13 Leasehold Improvements ARTICLE V CONSIDERATION 5.1 Annual Fee 15 5.2 Security Deposit 15 5.3 Additional Payments 16 5.4 Promotion of Lessor 16 5.5 Community Services 16 ARTICLE VI RRECORDS AND AUDITING 6.1 Records 6.2 Audit ARTICLE VII LICENSES; COMPLIANCE WITH LAWS 7.1 Licenses and Permits 7.2 Compliance with Laws • . . ARTICLE VIII MAINTENANCE AND REPAIRS 8.1 Maintenance and Repair of Subject Property 8.2 Preventative Maintenance and Services 17 17 18 18 19 20 ARTICLE IX ALTERATIONS 9.1 Alterations 21 9.2 Payment, Performance Bonds and Letters of Credit 21 9.3 Mechanics' Lien 22 9.4 Personal Property 23 ARTICLE X 10.1 10.2 ARTICLE XI 11.1 11.2 LESSOR'S INSPECTION AND RIGHT OF ENTRY Inspection by the Lessor The Lessor's Right of Entry UTILITY CHARGES Lessee to Provide and Pay for Utilities Lessor Not Liable for Failure of Utilities 23 23 23 24 • ARTICLE XII CONDITION OF SUBJECT PROPERTY 12.1 Condition of Subject Property 24 11 ARTICLE XIII INDEMNIFICATION AND INSURANCE 13.1 Indemnification 25 13.2 Insurance 25 13.3 Damage or Loss to Lessee's Property 27 ARTICLE XIV DAMAGE AND DESTRUCTION 14.1 Destruction of Subject Property • 28 ARTICLE XV COVENANT AGAINST WASTE AND INSPECTION 15.1 Waste 15.2 Inspection of Subject Property 29 29 ARITICLE XVI PAYMENT OF IMPOSITIONS 16.1 Special Assessments and Taxes 29 16.2 Appealing Ad Valorem Taxes 30 16.3 Proof of Payment 30 ARTICLE XVII EMINENT DOMAIN 17.1 Eminent Domain ARTICLE XVIII ASSIGNMENTS AND SUBLETTING 18.1 Assignment and Subletting of Subject Property 18.2 Event of Bankruptcy 31 32 32 ARTICLE XIX OWNERSHIP OF IMPROVEMENTS 19.1 Ownership of Improvements 33 ARTICLE XX SIGNAGE 20.1 Signs 34 ARTICLE XXI ENVIRONMENTAL LIABILITY 21.1 Definition of Terms 34 21.2 Lessee Inspection 36 21.3 Lessee Environmental Covenant 37 21.4 Remediation 38 111 21.5 Closure 39 21.6 Environmental Liens 39 21.7 Environmental Indemnity 40 21.8 Environmental Assessment at End of Lease Term 41 ARTICLE XXII DEFAULT PROVISIONS 22.1 Events of Default — Lessee 42 22.2 Remedies in Event of Lessee's Default 43 22.3 Repeated Defaults 44 22.4 Automatic Termination of Lease 44 ARTICLE XXIII NOTICES 23.1 Notices ARTICLE XXIV HOLDING OVER 24.1 Holding Over ARTICLE XXV UNAVOIDABLE DELAY 25.1 Unavoidable Delay(s) 25.2 Manner of Notice of Unavoidable Delay(s) and Conditions with Respect to Performance of Obligations 45 45 46 46 ARTICLE XXVI MISCELLANEOUS PROVISIONS 26.1 Ingress and Egress 47 26.2 Successors and Assigns 47 26.3 Surrender of Subject Property 47 26.4 Amendments 47 26.5 Construction of Agreement 47 26.6 Court Costs and Attorneys' Fees 48 26.7 Waiver of Jury Trial 48 26.8 Severability 48 26.9 Waiver 48 26.10 Captions 49 26.11 Radon 49 26.12 No Recordation 49 26.13 Agreement Preparation 49 26.14 Conflict of Interest 49 iv 26.15 Award of Agreement 49 ARTICLE XXVII QUIET ENJOYMENT 27.1 Quiet Enjoyment ARTICLE XXVIII AFFIRMATIVE ACTION 28.1 Affirmative Action 28.2 Nondiscrimination • • 50 50 50 ARTICLE XXIX MINORITY PROCUREMENT 29.1 Minority/Women Business Utilization 50 ARTICLE XXX ENTIRE AGREEMENT 30.1 Entire Agreement 51 ARTICLE XXXI APPROVAL BY OVERSIGHT BOARD 31.1 Approval by Oversight Board 51 EXHIBIT A EXHIBIT B Legal Description of Property Possession Certificate v LEASE AGREEMENT This Lease Agreement (the "Agreement" or "Lease Agreement"), is made and entered into this c, 4.4 day of , 2001, by and between the City of Miami, a municipal corporation of the State of Florida (hereinafter called the "Lessor") and the Overtown Youth Center, a non-profit corporation of the State of Florida (hereinafter called the "Lessee"). WITNESSETH NOW, THEREFORE, in consideration of the premises and mutual covenants herein after contained to be observed and performed, the Parties hereto do.hereby covenant and agree as follows: ARTICLE I EXHIBITS AND DEFINITIONS 1.1. Exhibits Attached hereto and forming a part of this Lease Agreement are the following Exhibits: Exhibit A -- Legal Description of Subject Property Exhibit B Possession Date Certificate 1.2. Defined Terms: Singular. Plural And Gender. 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: (a) - "Annual Plan" has the meaning ascribed to it in Section 3.4. (b) "Certificate of Occupancy" means the certificate issued by the City of Miami Building Department as defined within the South Florida Building Code Section 307.1 and in accordance with City of Miami Ordinance No. 61-45. (c) "City" or the "Lessor" has the meaning ascribed to it in the opening paragraph of this Lease Agreement. 1 (d) "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 Agreement and other documents including notices required hereunder. (e) "Construction Documents" means the final working drawings and specifications including the following information: definitive architectural and landscape architectural drawings; definitive foundation and structural drawings; definitive electrical and mechanical drawings; and plans for all lighting facilities affecting the exterior appearance of the Leasehold Improvements. (f) "Design and Site Plan" has the meaning ascribed to it in Section 4.6. (g) "Director" means the department head in charge of Lessor's Department of Parks and Recreation. (h) "Environmental Condition Acceptance Notice" means written notification from Lessee to Lessor stating that Lessee completed its investigation • and evaluation of the environmental conditions on the Subject Property, and that Lessee elects to proceed with the development of the Project. (i) "Event of Lessee's Default" has the meaning ascribed to it in Section 22.1. (j) "Fiscal Year" means each consecutive twelve-month interval commencing on January 1st and expiring December 31 st. (k) "Impositions" means all governmental assessments, including assessments imposed by the City, franchise fees, excises, license and permit fees, fire fees, parking surcharges, levies, charges and taxes, including ad valorem real estate taxes on the land under the Subject Property and the Leasehold Improvements, general and special, ordinary and extraordinary properly levied against the Subject Property and the Leasehold Improvements and/or the Lessee's Leasehold Estate which constitute a lien on the Subject Property or the Leasehold Improvements. (1) "Initial Term" has the -meaning ascribed to it in Section 2.2. (m) "Lease Date" means the date this Lease Agreement is last signed by the Lessee and City Manager on behalf of the Lessor, after approval by the City of Miami Commission. 2 (n) "Lease Term" means the Initial Term, and if the Lessee elects to extend the term, after Lessee exercises its option with respect thereto, all references in this Lease Agreement to the Term shall be deemed to include the Additional Tenn(s) as such terms are described and fixed in Section 2.3, and additional extensions created by Unavoidable Delay. (o) "Lease Year" shall mean any period of time consisting of Twelve (12) consecutive calendar months commencing on the Possession Date and each anniversary thereafter during the Lease Term. (p) "Leasehold Improvements" means all the buildings; structures and improvements, including the improvements described in the approved Design and Site Plan and Construction Documents, and any improvement constructed thereafter from time to time during the Lease Term that are hereafter located upon the Subject Property; as well as any apparatus and equipment incorporated into the Leasehold Improvements at any time, including all fittings, appliances, machinery, heating equipment, lighting equipment, cooling equipment, air conditioning and ventilating equipment, wiring, controls, communications equipment, plumbing, switchboards, antennae, elevators, escalators, floor coverings, refrigerating equipment, hot water heating and all other appliances and equipment; excepting only in each case articles of Personal Property and trade fixtures owned by Lessee, or others which can be removed without defacing or materially injuring the Leasehold Improvements. (q) "Legal Requirements or Applicable Law" means applicable laws, Florida Statutes, codes, City and 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. (r) "Lessee" has the meaning ascribed to it in the opening paragraph of this Lease Agreement as well as Lessee's successors and/or assigns. (s) "Operating Budget" has the meaning ascribed to it in Section 3.4. (t) "Parties" means the Lessor and Lessee. (u) "Person" means any natural person, trust, firm, partnership, corporation, joint venture, association, or any other legal or business entity investment enterprise. (v) "Personal Property" means all property owned and used by the Lessee in connection with and located upon the Subject Property, subject to rights of any secured party or title retention agreement of a third party. (w) "Possession Date" means the date described in Section 4.3. (x) "Required Operating Hours" means the hours described in Section 3.5. (y) "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. : (z) "Special Event" means an event that confers exclusive use of the Subject Property to a private entity or community organization for a specific period of time to the exclusion of regular public use programming. (aa) "Subject Property" means the land to be demised under the terms of this Lease Agreement, more particularly described in Exhibit A attached hereto and made a part hereof, together with all appurtenant rights belonging and all buildings and improvements now or hereafter located on or under such land including, without limitation, all of the Leasehold Improvements. (bb) "Unavoidable Delav(s)" means damage or destruction by fire or other casualty, whether similar or dissimilar, acts of the federal, state, county and/or city governments, including acts pertaining to strikes, embargoes, shortages of material or labor, labor troubles or labor disputes, force majeure, unusually adverse weather conditions, or other like or unlike events or conditions beyond the control of the Parties, including any court actions, and injunctions by third parties. (cc) "Work" means all construction to be performed by the Lessee, including any repairing, restoring, removing, or replacing of the Leasehold Improvements. ARTICLE II DESCRIPTION AND TERM 2.1 The Demise Upon and subject to the terms, covenants and conditions hereinafter set forth, Lessor hereby leases to Lessee and Lessee hereby leases from Lessor the Subject Property. 4 2.2 Term of Use and Conditions Precedent The term of this Lease Agreement shall be for a five (5) year period (the "Initial Term") commencing on the Possession Date and expiring five (5) years thereafter, unless sooner terminated as provided herein. 2.3 Option to Extend The Lessee is hereby granted the option of extending this Lease Agreement for five (5) additional five (5) year periods (the "Additional Terms") provided that no Even, of Default, as this term is defined in Section 22.1 herein, has occurred and is continuing, and provided Lessee can demonstrate to the City Manager that it can continue to perform all of its covenants, agreements and obligations under this Lease Agreement in a fiscally sound manner. If Lessee elects to exercise its option, Lessee must deliver written notice of its intent to the Lessor six (6) months in advance of expiration of the Initial Term or of the then Additional Term, but no earlier than twelve (12) months prior to the expiration of the Initial Term or the then Additional Term. In the event any option to extend the Initial Term or any Additional Tenn of this Lease Agreement is exercised, the Lessor will retain the Security Deposit provided for in Section 5.2 hereof, for the same purposes as described therein. ARTICLE III PURPOSE OF USE AND OCCUPANCY 3.1 Authority for Lease Lessor and Lessee acknowledge that this Lease being executed pursuant to an exemption under Section 29-B of the City of Miami Charter that exempts from the competitive bidding requirements established therein a disposition "implementing fa] project[s] authorized under the Florida Community Redevelopment Act of 1969." The non-profit status of Lessee, together with the authorized use of the Subject Property are the factors that qualify this Lease under the aforementioned exemption. Accordingly, in the event that the property ceases to be used for the purposes described in Section 3.2 below, or Lessee ceases to be a not -for -profit corporation, then this Lease Agreement and all rights of Lessee hereunder shall immediately and automatically terminate 3.2 Purpose of Use and Occupancy of Subject Property Lessee represents and warrants to the Lessor that it shall use the Subject Property exclusively to provide public educational and recreational opportunities, at no cost, to inner City youth and their families primarily residing in the Overtown area.. The Subject Property shall not be used for any other purpose, provided, however, that with the prior written consent of the City Manger, Lessee may expand the use of the Subject Property to add other uses to implement projects authorized under the Florida Community Redevelopment Act of 1969. 3.3 Operations The Lessee shall conduct its operations in an orderly manner reasonably intended notto disturb or be offensive to customers, patrons or others in the immediate vicinity of such operations. 3.4 Annual Plan Prior to the commencement of program operation and on each October 1st during the Lease Term hereof, the Lessee shall prepare and present, in a form. reasonably acceptable to the Director, the following items for the upcoming Fiscal Year, for the Lessee's operations at the Subject Property, for the review and approval of the Director (hereinafter collectively referred to as the "Annual Plan"), which approval shall not be unreasonably withheld or delayed: 1 (a) A description of programs and activities and their related policies, rules, procedures and objectives; (b) A description of staffing and supervision and responsibilities of each staff member; (c) A description of the Lessee's general marketing strategy, including target population; (d) A budget for the upcoming Fiscal Year ("Operating Budget") which budget shall include a projected income and expense statement, a projected balance sheet and projected source and application of funds. More specifically, the proposed budget shall include, but not be limited to, the following detailed projections: (1) Revenues by categories from all revenue sources associated with operations in the Subject Property and any inkind services; (2) Operating expenses for the Lessee's services conducted at the Subject Property; (3) Administrative costs; 6 (4) Utilities expense; (5) Repairs and maintenance expenses; (6) General Expenses; (7) Reserves for replacement and major repairs. In the event this Lease Agreement is extended beyond the Initial Term, prior to the commencement of Lease Year six (6) and on each October 1st thereafter, Lessee shall submit a budget of Lessee's recommended repairs, renewals, revisions, rebuilding, replacements, substitutions and improvements to the Subject Property, the furnishings and equipment...which are of a capital nature, and a Schedule of Sources and Applications of Funds (in reasonable detail) relating thereto (the "Capital Budget"). The Schedule of Sources and Applications of Funds shall be subject to the approval of the Lessor prior to the commencement of any such work in accordance with Section 9.1 of this Lease Agreement. The Capital Budget shall include a copy of the engineer's report prepared pursuant to Section 8.1 and an estimate for the cost of plans and specifications, material and labor; The Lessee agrees to use its best efforts to make such changes to its programs and operations, in a timely manner, as may be reasonably requested by the Director and/or the OAB from time to time. In the event of a dispute between the Parties regarding the approval of the Annual. Plan, the Parties agree to mutually select a neutral third party to resolve the disagreement. 3.5 Continuous Duty To Operate Except where the Subject Property is rendered untenantable by reason of fire, act of God, or other casualty, the Lessee shall at all times during the Lease Term hereof (i) occupy the Subject Property; (ii) continuously conduct operations on the Subject Property in accordance with the terms of this Lease Agreement; (iii) at all times keep the Subject Property fully stocked with materials, trade fixtures and furnishings necessary and proper to operate the Subject Property and (iv) keep the Subject Property open for operation during hours established from time to time and approved by the Director, which approval shall not be unreasonably withheld (hereinafter the "Required Operating Hours"). 3.6 Overtown Advisory Board Upon request of the Lessor, Lessee shall submit a copy of its Annual Plan to the Overtown Advisory Board ("OAB") for its review in order to obtain its feedback and recommendations. 7 3.7 Police Protection As a specific obligation of the Lessor under this Lease Agreement, the Lessor agrees to provide appropriate police protection for the benefit of the Lessee in connection with the operation of the Subject Property in a manner consistent with police protection provided by the Lessor to those similar type facilities that are owned and/or operated by the Lessor. ARTICLE IV POSSESSION OF THE SUBJECT PROPERTY AND CONSTRUCTION OF LEASEHOLD IMPROVEMENTS 4.1. The Leasehold Improvements The Parties agree that the development of the Leasehold Improvements as defined herein shall be developed by Lessee, at its sole cost and expense, and pursuant to proper permits and substantially in the manner provided by this Section, and in accordance with the provisions of this Lease, and Applicable Law, shall design and construct on the Subject Property the Leasehold Improvements. The Lessee shall design and construct the Leasehold Improvements that• are to be more particularly described in the Design and Site Plan and Construction Documents. The Leasehold Improvements include the construction of an approximately 17,000 square foot building plus site improvements. 4.2 Lessee's Financial Obligations It shall be the responsibility of the Lessee to secure sufficient Rinds to design, construct and lease the Leasehold Improvements in such a manner as to meet its obligations under this Lease. Lessee hereby covenants that Lessee shalt initially invest or cause to be invested no less than two million five hundred thousand dollars ($2,500,000) for the total construction costs of the Leasehold Improvements. 4.3. Delivery of Possession of Subiect Property (the "Possession Date") (a) The Lessor shall deliver possession of Subject Property to Lessee, and Lessee, subject to the provisions of Article XXV, Unavoidable Delay, shall take possession thereof within thirty (30) days after the following conditions precedent ("Conditions Precedent") to the Possession Date have been complied with by the respective Parties: (1) The Lessee shall have submitted to the Lessor proof satisfactory to the City Manager that funds are available to construct the Leasehold Improvements; (2) The Lessee shall have submitted to the City Manager for his approval a plan for funding the maintenance and operation of the Subject Property during the Lease Term. (3) The Lessor must own and/or control the use of the Subject Property. (4) The City Manager shall have approved the Design and Site Plan, as provided in Section 4.6, which approval shall not be unreasonably withheld or delayed; (5) The Lessor shall have received the Environmental Condition Acceptance Notice from the Lessee; (6) The Lessor shall make available to Lessee, on or before ninety (90) days after the Lease Date, for examination, a current, accurate and complete abstract of title or opinion of title for the Subject Property in order for the Lessee to determine and confirm whether the Lessor's fee simple title to the Subject Property is good, marketable and insurable. The Parties acknowledge the Lessor has requested the Community Redevelopment Agency to convey Lot 1, Block 2, Sost's Subdivision, as recorded in Plat Book B, Page 27 of the Public Records of Miami -Dade County, Florida, to Lessor for the purpose of entering into this Lease. It shall be the responsibility of the Lessor to diligently pursue the conveyance of this lot to Lessor. Lessee shall be responsible for making its own examination at its own expense which examination shall be complete within thirty (30) days of receipt, as to the state of the Lessor's title to the Subject Property. If title is found defective, Lessee shall notify Lessor in writing specifying defect(s). If said defect(s) render title unmarketable, the Lessor shall have one hundred twenty (120) days from receipt of notice within which to remove said defect(s). In the event the objection(s) are not cured to the reasonable satisfaction of the Lessee, (i) Lessee may accept this Lease Agreement with the existing title condition; (ii) Lessee may take necessary corrective title actions at no cost to Lessor; or (iii) at its option, the Lessee may terminate the Lease Agreement if the Lessee determines that the Lessor's title is defective, without either party being liable to the other therefor. If the Lessee elects to take corrective title actions, the Lessor shall cooperate with and assist the Lessee in curing any title objections; (7) The Lessee, at its sole cost and expense, shall procure a current and accurate survey of the Subject Property, to be made by a surveyor licensed in the State of Florida. The survey shall be certified to the Lessor and Lessee. Lessee shall be responsible for making its own examination of the survey. In the event any encroachment is found, it shall be treated as an objection to title and shall be handled as provided in (5) above. The date that the Lessor delivers possession of the Subject Property to Lessee in accordance with this Article, by notice in writing, is herein called the "Possession Date". Lessor and Lessee agree to execute a Possession Date Certificate in the form of the certificate attached hereto as Exhibit B. In the event the Possession Date does not fall on the first day of the month, the Possession Date shall be adjusted to be the first day of the following month. (b) Lessee and the Lessor shall use good faith efforts to satisfy all of the aforesaid conditions precedent to Lessee's taking possession of the Subject Property. It is recognized by the Parties hereto that it is not the intention of either party to encumber the Subject Property with this Lease Agreement for an indefinite period of time during the period of satisfaction of the aforesaid conditions precedent and that therefore: (1) Any Lessor review and/or approval required above shall be promptly undertaken by the Lessor, but in no event shall the period of time available to the Lessor for such review and/or approval exceed fifteen (15) days from receipt by the Lessor of such request. In the event that such review by the Lessor requires additional or remedial action by the Lessee, the Lessee shall promptly undertake such additional or remedial action, but in no event shall the period of time available to the Lessee for such additional or remedial action exceed fifteen (15) days from receipt of the Lessor's request; provided, however, that if such additional or remedial action cannot reasonably be cured within such fifteen (15) day period, that Lessee shall be provided such additional time as is necessary so long as Lessee shall commence the cure within said thirty (30) day period, and be 10 diligently and continuously endeavoring to complete such additional or remedial action; and (2) The Lessee or the Lessor may terminate this Lease Agreement if all of the aforesaid Conditions Precedent are not satisfied on or before Six (6) months from the Lease Date, provided that, subject to the mutual consent of the Parties, the time for performance of any of the Conditions Precedent may be reasonably extended and Lessee may postpone taking possession of the Subject Property in the event of: • (i) Any Unavoidable Delay; (ii) Delay in connection with review and approval by the City Commission and/or City Manager; and/or (iii) Delay in curing a title defect. (c) Notwithstanding anything herein to the contrary, prior to the Possession Date, the Lessee shall not be required to perform any of its obligations hereunder except as provided for in Article XXI with respect to Lessee's entry upon the Subject Property for purposes of conducting or causing the investigation and evaluation of the environmental conditions at the Subject Property. (d) Subject .to Lessor's cooperation, the Lessee hereby undertakes and assumes sole and exclusive responsibility to cause and obtain the permitting of all the Leasehold Improvements in accordance with the Construction Documents. Lessor agrees to cooperate fully and promptly in the permitting process including, but not limited to, joining in any permit application, plats, opinion of titles, gap affidavits and other applicable applications or affidavits if required to do so. To the extent legally permissible, the Lessor shall waive building permit fees associated with construction of the initial Leasehold Improvements. j 4.4 Additional Security For Lessee's Construction Obligations. In connection with the commencement and completion of construction of the Leasehold Improvements, the Lessee further agrees with the Lessor as follows: (a) Prior to the commencement of construction of the Leasehold Improvements, the Lessee, at Lessee's sole cost and expense, shall obtain a Payment and Performance Bond or Letter of Credit. (b) The Payment and Performance Bond shall be issued by a company authorized to do business in the State of Florida in an amount equal to one hundred percent (100%) of the cost of the 11 Leasehold Improvements plus unpaid professional design fees related to the preparation of the Construction Documents, for the Leasehold Improvements, naming the Lessor as the owner/obligee and the Lessee as the principal guaranteeing the payment and performance of Lessee's Leasehold construction obligations hereunder, free of mechanic's or other liens. The conditions of the payment and performance bond shall be to insure that the Lessee will: (1) promptly make payment to all claimants, as defined in §255.05 Florida Statutes, supplying the Lessee with labor, materials, or supplies, used directly or indirectly by the Lessee in the prosecution of the Work provided for in this Lease Agreement; and (2) pay the Lessor all losses, damages, expenses, costs, and attorneys fees, including appellate proceedings, that the Lessor rightfully sustains because of a default by the Lessee pursuant to claims made under §255.05, Florida Statutes, as amended; and (3) perform the guarantee of all Work and materials furnished under this Lease Agreement relating to the Leasehold Improvements. The payment and performance bond shall be reduced in amount as the Work proceeds as certified by Lessee's architect, and may be terminated at such time as the Leasehold Improvements are completed as evidenced by the issuance of a Certificate of Occupancy; and reasonably satisfactory evidence is provided by the Lessee to the City Manager that the requirements of the payment and performance bond have been satisfactorily concluded. The form of the payment and performance bond shall be approved by the City Manager, which approval shall not be unreasonably withheld. (c) Should Lessee wish to utilize a Letter of Credit instead of a Payment and Performance Bond, then the Letter of Credit shall be in an amount equal to one hundred (100%) percent of the cost of the Leasehold Improvements plus unpaid professional design fees related to the preparation of the Construction Documents, for the Leasehold Improvements and issued by a state or federal banking institution, or, if not by a state or federal banking institution, then by an institution approved by the Finance Director of the Lessor, which approval shall not be unreasonably withheld or delayed. The Letter of Credit shall insure the faithful performance by the Lessee of all of its construction obligations, under the same terms and conditions as the Payment and Performance Bond, as set forth in Section 4.4 (b) for the Leasehold Improvements. The Letter of Credit shall be renewed annually and shall be maintained at the Lessor's Department of Finance during the entire term of construction and until a 12 Certificate of Occupancy is issued for the Leasehold Improvements. The letter of credit shall be reduced in amount as the Work proceeds as certified by Lessee's architect, and may be terminated at such time as the Leasehold Improvements are completed as evidenced by the issuance of a Certificate of Occupancy for the Leasehold Improvements; and reasonably satisfactory evidence is provided by the Lessee to the City Manager that the requirements of the letter of credit have been satisfactorily concluded. The form of the Letter of Credit shall be approved by the City Manager, which approval shall not be unreasonably withheld or delayed. (d) During the course of construction, the Lessee shall prtoide the Lessor (if Lessor requires by notice in writing), once each month, a certificate of Lessee's architect (or copy thereof) certifying that those portions of the Leasehold Improvements completed are in substantial accordance with the permitted Construction Documents; (e) During the course of construction, Lessor, its architects, engineers, agents and employees may enter upon at reasonable times, and inspect the Subject Property, and the construction of the Leasehold Improvements for the purpose of seeing that the Work conforms with the agreements contained herein. Lessee shall maintain copies of all Construction Documents and specifications relating to the construction and the construction site, and Lessor may examine the same at all reasonable times; and if required by Lessor, Lessee shall furnish them with copies thereof at no cost. If during construction, Lessor, or its architect or engineer shall reasonably determine that the construction is not proceeding in accordance with the provisions of this Lease Agreement or with the Construction Documents and specifications, Lessor shall give written notice to Lessee specifying in detail the particular deficiency or defect and Lessee shall thereupon take such steps as are necessary to correct such deficiency or omission. 4.5 Time for Commencement and Completion of Leasehold Improvements. (a) Design and Site Plan. Lessee, with the advice and reasonable consent of the Lesspr, will prepare and submit to the City Manager for his approval a preliminary design and site plan for the Leasehold Improvements. (b) Construction Documents. Based upon the approved Design and Site Plan, Lessee shall cause the preparation of all drawings, plans, specifications and other documents necessary for application for a Major Use Special Permit (the "Construction Documents"). Lessee shall cause the final Construction Documents to be completed and submitted to the appropriate authorities within ninety (90) 13 days of the Possession Date. Within thirty (30) days after the City Commission's approval of the Major Use Special Permit, Lessee shall apply for a building permit. Lessee agrees that, subject to Unavoidable Delays, it shall promptly commence and diligently prosecute to full completion the development of the Leasehold Improvements within thirty (30) days after the date of receipt of a building permit and shall complete construction within twelve (12) months thereafter, subject to Unavoidable Delays. In the event of Unavoidable Delay, the date for commencement and/or the scheduled completion date shall be correspondingly extended by the same number of days involved in the period of the Unavoidable Delay. (c) Design and Site Plan, and Construction Documents a;d.all Work by Lessee with respect to the Subject Property and the construction of the Leasehold Improvements thereon shall be performed in accordance with this Lease, the Miami Charter and Code, the South Florida Building Code and with the provisions of all other applicable federal, state and local laws and ordinances. (d) No approval by the City Manager or the City Commission of any Design and Site Plan or Construction Documents, respectively, pursuant to this Section shall relieve Lessee of any obligation it may have at law to file such Construction Documents with any department of the Lessor or any other governmental authority having jurisdiction over the issues; or to obtain any building or other permit or approval required by law. Lessee acknowledges that any approval given by the City Commission or the City Manager pursuant to this Section shall not constitute an opinion or agreement by the Lessor that the plans are structurally sufficient or in compliance with any laws, codes or other applicable regulations. (e) After the Possession Date and during the construction of the Leasehold Improvements and throughout the Term, the Lessee shall permit appropriate representatives (such as building, zoning and fire inspectors) of the Lessor access to the Subject Property at all reasonable times, as the Lessor deems necessary for proper purposes of this Lease Agreement including, but not limited to, inspection of all work being performed in connection with the construction of the Leasehold Improvements. Any such access and inspections shall not interfere with or delay the Work being performed by or on behalf of the Lessee. Additionally, upon being contacted by the Lessee, the Lessor agrees to expeditiously cooperate with and assist Lessee in obtaining such inspections. (f) In respect to the Lessee's use and occupancy of the Subject Property (and the subsurface of it) during the progress and period of construction, or by anyone acting under the Lessee, except for the negligence of the Lessor, its officers, agents, and employees, contractors or subcontractors or invitees, the Lessee covenants to indemnify, defend and hold harmless the Lessor and its agents and employees from and against all claims and demands whatsoever for loss or damage, including Subject Property damage, 14 personal injury and wrongful death which occurs at the Subject Property arising out of construction and development of the Subject Property including the Leasehold Improvements, which the Lessee is responsible for and which results from the actions or omissions of Lessee or any of its agents, contractors, servants, employees, licensees or invitees. (g) Within ninety (90) days after completion of all of the Leasehold Improvements, the Lessee shall furnish the Lessor with a final survey prepared by a registered land surveyor showing all improvements constructed by the Lessee, for itself, to be within the perimeter lines of the Subject Property and a copy of as -built Construction Documents. ARTICLE V CONSIDERATION 5.1 Annual Fee The Lessee agrees to pay to the Lessor an annual rent of one dollar and 00/100 ($1.00), plus State of Florida Sales and Use Tax, if applicable, which shall be paid in advance and in full on the first day of each Lease Year, without notice or demand (hereinafter the "Annual Fee"). Payments shall be made payable to "City of Miami" and shall be mailed to City of Miami, Department of Finance, Rental Collections, 444 SW 2nd Avenue, 6th Floor, Miami, Florida 33130, or such other address as may be designated from time to time. 5.2 Security Deposit Simultaneously with the execution of this Lease Agreement by Lessee, Lessee shall deposit with Lessor the sum of one thousand dollars and 00/100 ($1,000) as a security deposit (the "Security Deposit"). The Security Deposit shall be security for the payment and performance by Lessee of all of Lessee's obligations, covenants, conditions, and agreements under this Lease. Lessor shall have the right, but shall not be obligated, to apply all or any portion of the Security Deposit to make any such payment or perform any such act on Lessee's part without waiving its right based upon any default of Lessee and without releasing Lessee from any obligations hereunder. Lessee shall promptly deposit with Lessor the amount necessary to restore the Security Deposit to its full amount. The Security Deposit shall not be deemed liquidated damages and application of the Security Deposit to reduce Lessor's damages, shall not preclude Lessor from recovering from Lessee all additional damages incurred by Lessor. The Security 15 Deposit shall bear no interest. If legally permissible, Lessor shall be entitled to co -mingle the Security Deposit with Lessor's other funds. If Lessee fully and faithfully complies with all of the terms, provisions and conditions of the Lease, the Security Deposit shall be returned to Lessee without interest after both: (i) the expiration of the Lease Term, as may be extended pursuant to the provisions of this Lease, and (ii) Lessee's delivery to Lessor of the entire Subject Property in the good condition, ordinary wear and tear excepted; have occurred. In the event of a sale or transfer of Lessor's interest in the Subject Property, Lessor shall have the right to transfer the Security Deposit to such transferee and thereafter Lessor shall be released from all liability relating to the return of the Security Deposit, and Lessee shall look to such transferee for the return of the Security Deposit. 5.3 Additional Payments In addition to the Annual Fee, all other payments or charges payable by the Lessee, however denoted, are called "Additional Payments". 5.4 Promotion of the Lessor The Lessee acknowledges the benefits afforded to it by the Lessor's providing the Subject Property for use for the Lessee's operations, and shall provide recognition of the City of Miami, in a manner reasonably satisfactory to the Lessor, in all its marketing, advertising and promotional materials including those materials used for Special Events. 5.5 Community Services In consideration of the granting of this Lease, the Lessee shall permit the Lessor to use the Property and the improvements, at no cost, in connection with an event held or sponsored by the Lessor, subject to said use not interferingWith the scheduled programs being offered by the Lessee. Lessee shall use its best efforts to work with the Lessor regarding the scheduling of an event. 16 ARTICLE VI RECORDS AND AUDITING 6.1 Records During the Lease Term of this Lease Agreement, the Lessee shall maintain and keep, or cause to be maintained and kept at the Subject Property or such other location as may be approved by the Director, a full, complete and accurate daily record and account of all revenues and expenses arising or accruing by virtue of its operations conducted at or related to the Subject Property,jncluding, but not limited to, any grants, donations, foundation support, tournaments, Special Events and/or other contributions to the Lessee. All records and accounts shall be available for inspection and/or audit by the Lessor and its duly authorized agents or representatives during the hours of 8:00 AM to 5:00 PM, Monday through Friday, and shall be maintained in accordance with generally accepted accounting principles. The Lessee shall keep and preserve, or cause to be kept and preserved, said records for not less than sixty (60) months after the expiration of this Lease Agreement. For the same period of time, the Lessee shall also retain copies of all sales and tax returns covering its operations at the Subject Property, and shall, upon demand, deliver photographic copies thereof to. the Lessor at no cost. The Lessee will cooperate with the Lessor's internal auditors (or such other auditors designated by the Lessor) in order to facilitate the Lessor's examination of records and accounts. The Lessee agrees that all documents, records and reports maintained and generated pursuant to this Lease Agreement shall be subject to the provisions of the Public Records Law, Chapter 119, Florida Statutes. 6.2 Audit The Lessee shall deliver or cause to be delivered to the Director within sixty (60) days after the end of each Fiscal Year, a financial statement for the prior Fiscal Year for the Lessee's operations and services at the Subject Property, compiled by an independent certified public aeeountant (the "CPA"), at the Lessee's sole cost and expense. In the event the Possession Date falls between July Ist and December 31 st, the Lessee shall not be required to file a financial statement for its first Fiscal Year of operation at the Subject Property until the end of the following Fiscal Year. If the Possession Date falls between January 1st and June 30th, the Lessee shall be required to submit a financial statement for the Fiscal Year or portion thereof in accordance with the time frame set forth above. 17 In the event Lessee is in default, upon request of Lessor, Lessee shall deliver to or cause to be delivered to the Director within sixty (60) days after receipt of the request from Lessor, a financial statement for each Fiscal Year specified in the request for the Lessee's operations and services at the Subject Property, prepared and certified by an independent certified public accountant (the "CPA"), at the Lessee's sole cost and expense. Said CPA shall certify that he made a complete examination of the books, state sales tax returns, and federal income tax returns of the Lessee and that the financial statements are prepared in accordance with generally accepted accounting principles and practices and represents the revenues and expenses of the Lessee for the period indiced therein. Notwithstanding the above and during the sixty (60) month period described in the Section 6.1 of this Lease Agreement entitled "Records", at its option, the Lessor may cause, at its sole cost and expense, a complete audit to be made of the Lessee's business affairs in connection with the Lessee's operations on, from or related to the Subject Property for the period covered by any financial statement, report or record furnished by the Lessee to the Lessor. 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 Subject Property. To the extent permitted by law, the Lessor shall waive any;nd all license and permit fees. 7.2 Compliance with Laws Lessee accepts this Lease Agreement and hereby acknowledges that Lessee, at its sole cost and expense, shall comply with all Applicable Laws, as the same may be amended, replaced, supplemented or superseded from time to time, and any and all requirement of public liability, fire and other policies of insurance which may be applicable to its operations, activities, rights, and obligations under this Lease, and the Leasehold Improvements, is a condition of this Lease. 18 ARTICLE VIII MAINTENANCE AND REPAIRS 8.1 Maintenance and Repair of Subject Property The Lessee shall, at its sole cost and expense, at all times during the Lease Term, provide all maintenance, including preventive maintenance, repairs, substitutions and replacements, as necessary, to the Subject Property including, without limitation, the equipment, pavement, driveways, lighting, interior walls, fixtures, floor coverings, elevator (if applicable), ceilings, plumbing, mechanical, heating, air conditioning, electrical and life safety systems and structural portions including exterior wails, windows, underflooring and roof. All maintenance, repairs and replacements shall be performed in a manner and level of service satisfactory to the Director as compared to similar type facilities. The Lessee shall not commit or suffer to be committed, any waste in or upon the Subject Property or do anything in or on the Subject Property which, in the Lessor's sole opinion, detracts from the appearance of the Subject Property. All repairs or replacements shall be performed to the satisfaction of the Director. In addition to the above, in the event this Lease Agreement is extended beyond the Initial Tenn, commencing in the sixth Fiscal Year, and biennially thereafter, the Lessee, at its sole cost and expense, shall have a qualified engineer perform a physical inspection of the Subject Property including, but not limited to, all structural components, plumbing, Life safety and mechanical equipment as part of a preventive maintenance program and shall submit the engineer's report to Director with the proposed Capital Budget. Upon the expiration or earlier termination of this Lease Agreement as provided herein, all revenues held in reserve for the purpose of repairing, replacing or modifying those items specified in the Capital Budget provided for above, shall be deposited with the Lessor within sixty (60) days following the expiration or earlier termination of this Lease Agreement. Nothing herein shall imply that the Lessee should perform maintenance, repair and inspections only as required hereunder. The Lessee shall, at all times, be responsible for the condition ofthe Subject Property and shall perform repairs required in a timely manner so as to prevent injury to persons and waste to the Subject Property 19 8.2 Preventative Maintenance and Services Lessee shall, at its sole cost and expense, provide the following preventive maintenance and services: (a) Cleaning and janitorial services for the Subject Property; (b) Grounds services including lawn, shrub and tree maintenance and removal of any rubbish or obstructions from the Subject Property; (c) Interior and exterior window cleaning to be performe, f as needed but no less than once every one hundred and twenty (120) days; (d) Vermin control as necessary, but no less than once every sixty (60) days; (e) Periodic maintenance and cleaning of kitchen and exhaust equipment, and grease trapsor grease inceptors, if applicable. (f) 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 Subject Property as necessary, but no less than once every four years; 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 Subject Property to be cleaned or repaired without waiving 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 Agreement as provided in Section 22.1 below. Notwithstanding the above, Lessee's failure to perform the corrective measures or cleanup to the Subject Property as directed without the necessity of Lessor repairing the Subject Property shall constitute a default of this Lease Agreement as provided in Seaton 22.1 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 Subject Property and shall perform repairs required in a timely manner so as to prevent injury to persons and waste to property. 20 ARTICLE IX ALTERATIONS 9.1 Alterations Lessor's consent shall not be required as to any non-structural improvement, repair, alteration, repair, addition, deletion, partition or change (hereinafter collectively called "Alterations") to the Subject Property involving a cost less than twenty-five thousand dollars ($25,000). Prior to construction of any structural Alteration or any non-structural Alteration involving a cost in excess of twenty-five thousand dollars ($25,000), the Lessee shall submit for prior approval by the Director detailed plans and specifications of the proposed Alterations, and proof of funding and/or its financing plans. The Lessee shall be solely responsible for applying and acquiring all necessary building, zoning and other permits. The Lessee shall be responsible for any and all costs associated with any Alterations including, but not limited to, design, construction, installation and permitting costs. All Alterations to the Subject Property, whether or not by or at the expense of the Lessee, shall, unless otherwise provided by written agreement of the Parties hereto, immediately upon their completion become the property of the Lessor and shall remain and be surrendered with the Subject Property. All Alterations must be in compliance with all statutes, laws, ordinances and regulations of the State of Florida, Miami -Dade County, City of Miami and any other agency that may have jurisdiction over the Subject Property as they presently exist and as they may be amended hereafter. All equipment and personal property used by the Lessee at the Subject Property shall be of good quality and suitable for its purpose. The Lessee agrees that the Director shall make the final decision, using his or her reasonable discretion, as to the age, condition, design and acceptability of Alterations and equipment, furnished for installation and use. 9.2 Payment, Performance Bonds And Letters Of Credit No construction shall commence on the Subject Property until the Lessee has written approval from the Director which approval shall not be unreasonably withheld or delayed. The Lessor, at its sole discretion, may mandate that the requested construction be secured by means of a performance bond or letter of credit (hereinafter "L.C.") in the amount of one hundred percent (100%) of the total construction cost, or in such other amounts as may be designated by the Director. The Lessee shall be responsible for 21 maintaining or causing to be maintained said bonds or L.C. in full force and effect throughout the construction period. Any bond or L.C. provided to the Lessor hereunder shall be issued by insurance and surety companies or banks acceptable to the Lessor and duly qualified to transact such business in the State of Florida and shall be, subject to form and substance approval by the Director. 9.3 Mechanics' Liens The Lessee shall not permit any mechanics' liens to be filed against the Subject Property, against the Lessee's interest in the property, or against any Alteration by reason of work, labor, services or materials supplied to the Lessee or anyone having a right to use the Subject Property. Nothing in this Lease Agreement shall be construed as constituting the consent or request of the Lessor, expressed or implied, by inference or otherwise, to any contractor, subcontractor, laborer or materialman for the performance of any labor or the furnishing of any materials for any specific Alteration, or repair of or to the Subject Property nor as giving the Lessee the right, power or authority to contract for or permit the rendering of any services of the furnishing of any materials that would give rise to the filing of any mechanics liens against the Lessor's interest in the Subject Property. If any mechanics' lien shall at any time be filed against the Subject Property, the Lessee shall cause it to be discharged of record within fifteen (15) days after the date the Lessee has knowledge of its filing. If the Lessee shall fail to discharge a mechanics' lien within that period, then in addition to any other right or remedy, the Lessor may, but shall not be obligated to, discharge the lien either by paying the amount claimed to be due or by procuring the discharge of the lien by deposit in court of bonding, or in the event the Lessor shall be entitled, if it so elects, to compel the prosecution of any action for the foreclosure of the mechanics' lien by the lienor and to pay the amount of the judgment, if any, in favor of the lienor with interest, costs and allowances with the understanding that all amounts paid by the Lessor shall constitute Additional Payments due and payable under this Lease Agreement and shall be repaid to the Lessor by the Lessee immediately upon rendition of an invoice or bill by the Lessor. Notwithstanding the aforementioned, the Lessee shall not be required to pay or discharge any mechanics' lien, and will not be considered to have committed an Event of Default, as hereinafter defined, so long as: (i) the Lessee shall in good faith proceed to contest the lien by appropriate proceedings, (ii) the Lessee shall have given notice in writing to the Lessor of its intention to contest the validity of the lien, and (iii) the Lessee shall furnish and keep in effect a surety bond of a responsible and substantial surety company reasonably acceptable to Lessor or other security reasonably satisfactory to Lessor in an amount sufficient to pay one hundred ten percent of the amount of the 22 contested lien claim with interest costs and expenses, including reasonable attorneys' fees, to be incurred in connection therewith. 9.4 Personal Property The Lessee shall have the right to remove any movable personal property that it places in or on the Subject Property. If any part of the Subject Property is damaged by the removal of such items, said damage shall be repaired by the Lessee at its sole cost and expense. The Lessee's failure to repair any damage caused to the Subject Property within fifteen (15) days after receipt of written notice from the Lessor directing the required repairs, shall constitute an Event of Default. The Lessor may, however, elect to cause the Subject Property to be repaired at the sole cost and expense of the Lessee. The Lessee shall pay the Lessor the full cost of such repairs within fifteen (15) days of receipt of an invoice indicating the cost of such required repairs. ARTICLE X LESSOR'S INSPECTION AND RIGHT OF ENTRY 10.1 Inspection by the Lessor The Lessor shall have the authority to make periodic inspections of the Subject Property and improvements thereof, during normal working hours. The Lessee, at its sole cost and expense, shall be required to make any modifications in cleaning or maintenance methods reasonably required by the Lessor. 10.2 The Lessor's Right Of Entry The Lessee agrees to permit the Lessor to enter upon the Subject Property at all reasonable times, for any purpose the Lessor deems necessary to, incident to, or connected with the performance of the Lessor's duties and obligations hereunder or in the exercise of its municipal functions. ARTICLE XI UTILITY CHARGES 11.1 Lessee to Provide and Pay for Utilities. The Lessee shall pay, or cause to be paid, all proper charges, including connection and tapping fees, for the use of gas, electricity, light, heat, water, sewer, storm sewer and power, fire lines, telephone, 23 trash and garbage removal, protective services and other communication services, and for all other public or private utility services, which shall be used, rendered or supplied upon or in connection with the Subject Property and the Leasehold Improvements or any part of it, at any time during the Lease Term. The Lessee shall comply with all contracts relating to any services and will do all other things required for the maintenance and continuance of all services as are necessary for the proper maintenance and operation of the Subject Property and the Leasehold Improvements. The Lessee will also, at its sole cost and expense, procure any and all necessary permits, licenses or other authorization required for the lawful and proper installation and maintenance upon the Subject Property of wires, pipes, conduits, tubes and other equipment and appliances for use in supplying any such utilities, services or substitutes to the Subject Property and the Lessor will cooperate with and assist the Lessee in such endeavor. 11.2 Lessor Not Liable for Failure of Utilities Lessor shall not be liable (other than for its own or any of its agents, servants and employees gross negligence) for any failure of water supply, sewer, gas or electric current, or for any injury or damage to any person or property caused by or resulting water, sewer, gas or electricity which may leak or flow from the water, sewer or gas mains on to any part of the Leasehold Improvements or the Subject Property. ARTICLE XII CONDITION OF SUBJECT PROPERTY 12.1 Condition of Subject Property The Lessee takes the Subject Property in its present "as is" condition and state of repair and without any representation by or on behalf of the Lessor, and agrees that the Lessor shall not be liable for any latent, patent or other defects on or in the Subject Property. At the expiration or earlier termination of the Lease Term of this Lease Agreement, the Lessee shall surrender the Subject Property "broom clean" and in good order and condition, ordinary wear and tear. 24 ARTICLE XIII INDEMNIFICATION AND INSURANCE 13.1 Indemnification The Lessee shall indemnify, protect, defend and hold harmless the Lessor, its officials, agents 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 Subject Property or the surrounding areas, whether such claim shall be made by the Lessee, or an employee, agent, contractor, invitee or guestof the Lessee, an employee, agent or official of the Lessor or by any third party, and whether it relates to injury to persons (including death) or damage to property and whether it is alleged that the Lessor or its employees, agents or officials were negligent. The 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 all costs, attorneys' fees, expenses and liabilities incurred in and about the defense of any such claims and the investigation thereof. The Lessee shall also indemnify, defend, protect and hold the Lessor harmless from and against any and all claims arising from any breach or default in performance of any obligation of the Lessee's part to be performed under the terms of this Lease Agreement, or arising from any act, neglect, fault or omission of the Lessee, its employees, agents, contractors, invitees and guests, and from and against all costs, attorneys' fees, expenses and liability incurred in connection with any such claim or any action or proceeding brought thereon. In case any action or proceeding shall be brought against the Lessor by reason of any claim, upon notice from the Lessor the Lessee shall defend the same at the Lessee's expense by counsel approved in writing by the Lessor. The Lessor reserves the right to defend itself. The Lessee shall immediately notify the Lessor, in writing, of any claim or action filed, of whatever nature, arising out of the use or operation of the Subject Property by the Lessee, its employees, agents, contractors, invitees and guests. The Lessee shall also immediately notify the Lessor if the 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 Subject Property by the Lessee, its employees, agents, contractors, invitees and guests. 13.2 Insurance The Lessee, at its sole cost and expense, shall obtain and maintain in full force and effect at all times throughout the Lease Term of this Lease Agreement and through any periods of extensions, and 25 shall require any contractor performing work on the Subject Property prior to the commencement of the work, the following insurance: (a) Commercial General Liability insurance on a comprehensive general liability coverage form, or its equivalent, including contractual liability, products and completed operations, personal injury and premises and operations coverages against all claims, demands or actions, bodily injury, personal injury, death or property damage occurring in the Subject Property with such limits as may be reasonably requested by the Lessor from time to time but not less than $1,000,000 per occurrence combined single limit for bodily injury and property damage. The Lessor shall be named as Additional Insured on the policy or policies of insurance. (b) "All Risk" property insurance against loss or damage by fire, windstorm, flood with such endorsement for extended coverage, vandalism, malicious mischief and special coverage, insuring 100% of the replacement cost of the Subject Property (exclusive of excavations, foundations and footings), including but not limited to, alterations, improvements, fixtures, equipment, furniture and all other personal property in and about the Subject Property. Such policy may have a deductible not to exceed three percent (3%) of insured value. The Lessor shall be named as a Loss Payee. (c) Automobile liability insurance covering all owned, non -owned and hired vehicles used in conjunction with operations covered by this agreement. The policy or policies of insurance shall contain such limits as maybe reasonably requested by the Lessor from time to time but not less than $500,000 for bodily injury and property damage. The requirements of this provision may be waived upon submission of a written statement that no automobiles are used to conduct business. (d) Worker's Compensation in the form and amounts required by Florida law. (e) The Lessor reserves the right to amend the insurance requirements by the issuance of a notice in writing to the Lessee. The Lessee shall provide any other insurance or security reasonably required by the Lessor. (f) The policy or policies of insurance required shall be so written that the policy or policies may not be canceled or materially changed without thirty (30) days advance written notice to the Lessor. Said notice should be delivered to the City of Miami, Department of Risk Management, 444 SW 2 Avenue, 9th Floor, Miami, FL 33130 with copy to City of Miami, Office of Asset Management, 444 SW 2 Avenue, 3rd Floor, Miami, FL 33130. (g) A current Evidence of Insurance and Policy of Insurance evidencing the aforesaid required insurance coverage shall be supplied to the Office of Asset Management of the Lessor at the 26 commencement of the term of this Lease Agreement and a new Evidence and Policy shall be supplied at least twenty (20) days prior to the expiration of each such policy. Insurance policies required herein shall be issued by companies authorized to do business under the laws of the State of Florida, with the following qualifications as to management and financial strength: the company should be rated "A" as to management, and no less than class "X" as to financial strength, in accordance with the latest edition of Best's Key Rating Guide, or the company holds a valid Florida Certificate of Authority and is a member of the Florida Guarantee Fund. Receipt of any documentation of insurance by the Lessor or by any of its representatives, which indicates less coverage than required, does not' onstitute a waiver of the Lessee's • obligation to fulfill the insurance requirements herein. In the event the Lessee shall fail to procure and place such insurance, the Lessor may, but shall not be obligated to, procure and place same, in which event the amount of the premium paid shall be paid by the Lessee to the Lessor as Additional Payments upon demand and shall in each instance be collectible on the first day of the month or 'any subsequent month following the date of payment by the Lessor. Failure to pay such amount within the time frame provided shall constitute an Event of Default. The Lessee's failure to procure insurance shall in no way release the Lessee from its obligations and responsibilities as provided herein. 13.3 Damage Or Loss To Lessee's Property The Lessor shall not be liable for injury or damage which may be sustained to the Subject Property or sustained by a person, goods, wares, merchandise or other property of the Lessee, or the Lessee's employees, agents, contractors, invitees, and guests or of any other person in or about the Subject Property caused by or resulting from any peril whatsoever which may affect the Subject Property, including, without limitation, fire, steam, electricity,.gas,water, rain or theft which may leak or flow from or into any part of the Subject Property, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires,. appliances, plumbing, air conditioning or lighting fixtures of the Subject Property, or from hurricane or any act of God or any act of negligence of any user of the facilities or occupants of the Subject Property or any person whomsoever, including the Lessor, its officers, employees or agents, whether such damage or injury results from conditions arising upon the Subject Property or upon other portions of the Subject Property or from other sources. 27 ARTICLE XIV DAMAGE AND DESTRUCTION 14.1 Destruction of Subject Property If during the Lease Term or any extension hereof, the Subject 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 Subject 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 ninety (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 Agreement shall remain in full force and effect, or not repair or replace, in which event the Lease Agreement 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 deposit said funds in its account to be used as reserves for replacement. 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 Agreement under any of the provisions of this Article XIV, 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 Subject 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. Lessee understands that Lessor will not carry insurance of any kind on the Subject Property or improvements thereon, or on Lessee's furniture, furnishing or on any fixtures or equipment, inventory 28 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 Subject Property, or any inconvenience, interruption or annoyance occasioned to Lessee or its operations by such damage, repair or replacement. ARTICLE XV COVENANT AGAINST WASTE AND INSPECTION 15.1. Waste Except as otherwise permitted by this Lease Agreement, the Lessee covenants not to do or suffer any demolition, waste or damage, disfigurement or injury to the Subject Property or the Leasehold Improvements or any part of it. The provisions of this Section 19.1 shall not apply to any demolition or disfigurement involved with repairs, renovations, upgrading or new construction at the Subject Property. 15.2 Inspection of Subject Property Lessor, its agents, employees and authorized representatives may enter the Subject Property at any time in response to an emergency, and at reasonable times as 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 XVI PAYMENT OF IMPOSITIONS 16.1 Special Assessments And Taxes The Lessee is performing a public service that could properly be performed by the Lessor and therefore the Subject_Property should be exempt from ad valorem taxes. The Parties acknowledge that the common objective of the Parties to provide community recreational and educational programs and activities may be best achieved through this joint and concerted action of the Parties. Notwithstanding the above, in the event any Imposition is imposed,the Lessee agrees to pay or cause to be paid, all Impositions before any fine, penalty or interest is added for nonpayment. If by law any Imposition is payable or may, in the case of taxes, at the option of the taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance of the Imposition), the 29 Lessee may pay the same (and any accrued interest on the unpaid balance of the Imposition), in installments before any fine, penalty, interest or cost is added for the nonpayment of any installment and interest. Any Imposition relating to a fiscal period of the taxing authority, a part of which period is included before the Possession Date and part of which is included after the Possession Date shall be adjusted as between the Lessor and the Lessee as of the commencement of the Lease Term, so that the Lessee shall pay that portion of the Imposition attributable to that part of the fiscal period included in the Lease Term, and the Lessor shall pay the remainder, if applicable. Any Imposition relating to a fiscal period of the taxing authority, a part of which period is included wiihin the Lease Term and a part of which is included in a period of time after Lease Term shall be adjusted as between the Lessor and the Lessee as of the termination of the Lease Term, so that the Lessee shall pay that proportion of the Imposition attributable to that part of the fiscal period included in the term of this Lease, and the Lessor shall pay the remainder, if applicable. The Lessee, at its sole cost and expense, may apply for a total or partial tax exemption if eligible. 16.2 Appealing Ad Valorem Taxes In the event the Provider appeals an ad valorem tax or the assessment value, the Provider shall immediately notify the City of its intention to appeal said tax and, if requested by City, shall furnish and keep in effect a surety bond of a responsible and substantial surety company reasonably acceptable to the City, or other security reasonably satisfactory to the City, in an amount sufficient to pay one hundred percent of the contested tax with all interest on it and costs and expenses, including reasonable attorneys' fees, to be incurred in connection therewith. The Provider shall provide such surety bond or other form of security as may be satisfactory to the City in the event the Provider appeals any such tax for the purpose of obtaining exempt status. 16.3 Proof of Payment Within thirty (30) days after the date whenever any Imposition is paid by Lessee, upon request by Lessor, the Lessee shall furnish to Lessor official receipts of the appropriate taxing authority, photocopies or other proof satisfactory to the Lessor, evidencing the payment. 30 ARTICLE XVII EMINENT DOMAIN 17.1 Eminent Domain (a) Permanent Taking If the whole or portion of the Subject Property is taken under power of eminent domain or sold, transferred or conveyed in lieu thereof, and such taking affects the primary purpose of this Lease Agreement as outlined in Section 3.2 hereof, either Lessor or Lessee shall have the right to terminate this Lease Agreement as of the earlier of the date of vesting of title or the date possession is taken by the condemning authority; such right shall be exercised by the giving of written notice to the other party on or before said date. Lessor shall receive the entire award which may be made in such taking or condemnation and Lessee hereby assigns to Lessor any and all rights of Lessee now or hereafter arising in or to the same whether or not attributable to the value of the unexplored portion of this Lease. Lessor agrees to place the award proceeds received for the building in escrow which funds will be used to build a similar building at a location in the City of Miami with priority given to locations in the Overtown area. Proceeds received for the land shall be used in the manner Lessor, at its sole discretion, deems fit. The Lessor shall consult with the Lessee regarding the location of the new building. The Lessor shall not be required to expend funds in excess of the amount of the award. In this regard, the Lessor's construction of a new building may not result in a building the same as the one being replaced. To the extent Iegally permissible, if this Lease Agreement is terminated as a result of condemnation, the Parties shall enter into a new Iease agreement for the new building to provide for continued operation of Lessee's programs at the new building site under the same terms and conditions contained in this Lease Agreement, as may be modified by the mutual consent of the Parties. In the event the award is insufficient to build a new building, Lessor shall consult with the Lessee to identify a parks and recreation project that the funds can be used for. It is the intent of the parties that the proceeds received from the building be used for the purpose of benefiting the same persons intended to benefit under this Lease Agreement. The Lessee agrees that the Lessor shall make the final decision as to any new building location or identification of a parks and recreation project as provided for above. In the event this Lease Agreement is not terminated by Lessor or Lessee as provided above, or if such taking, or sale, transfer or conveyance in lieu thereof, does not affect the primary purpose of this Lease, then this Lease Agreement shall automatically terminate as to the portion of the Subject Property so taken as of the earlier of the date of vesting of title 31 or the date possession is taken by the commencing authority. If any part of the Subject Property is taken and if such part affects Lessor or Lessee's ability to perform any covenant contained in this Lease, then the respective party shall upon such taking be relieved of such covenant. Lessee hereby waives any and all rights it might otherwise have to terminate this Lease Agreement or to any condemnation proceedings under any statutes, laws, or ordinances in the State of Florida. Lessor shall restore the remaining portion of the Subject Property, to the extent practical, to render it reasonably suitable for the primary purpose of this Lease. Lessor shall not be obligated to expend any amount greater than the award for the restoration. (b) Temporary Taking , In the event of temporary taking of all or any portion of the Subject Property for a period of thirty (30) days or less, then this Lease Agreement shall not terminate. Lessor shall be entitled to receive the entire award made in connection with any such temporary taking. ARTICLE XVIII ASSIGNMENTS AND SUBLETTING 18. I Assignment and Subletting of Subject Property This Lease is not assignable. Further, the Lessee shall not, at any time during the Lease Term of this Lease Agreement, mortgage, pledge or otherwise encumber this Lease Agreement, the term, or any interest hereunder; without the prior written approval of the City Manager, which approval may conditioned or withheld, for any or no reason whatsoever, at his sole discretion. 18.2 Event of Bankruptcy If this Lease Agreement is assigned to any person or entity pursuant to the provision of the United States Bankruptcy Code, as the same may be amended from time to time (hereinafter the "Bankruptcy Code"), any and all monies or other consideration payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to the Lessor, shall be and remain the exclusive property of the Lessor, and shall not constitute the property of the Lessee or the estate of the Lessee within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting the Lessor's property under this Section not paid or delivered to the Lessor shall be held in trust for the benefit of the Lessor and shall be promptly paid or delivered to the Lessor. Any person or entity to which this Lease Agreement is assigned pursuant to the provisions of the Bankruptcy Code shall 32 be deemed without further act ordeed to have assumed all of the obligations arising under this Lease Agreement on and after the date of such assignment. ARTICLE XIX OWNERSHIP OF IMPROVEMENTS 19.1 Ownership of Improvements As of the Possession Date and throughout the Lease Terin, title to the Subject Property, all buildings and improvements thereon shall be vested in Lessor. Furthermore, title to all Leasehold Improvements and Alterations made in or to the Subject 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 Subject Property. Any furniture, furnishing, equipment or other articles of movable Personal Property owned by the Lessee and located in the Subject Property, shall be and shall remain the property of the Lessee and may be removed by it at any time during the Lease Term so long as the Lessee is not in default of any of its obligations under this Lease Agreement and the same have not become a fixture, and so long as such does not materially affect the Lessee's ability to use the Subject Property and conduct its operations as provided herein. However, if any of the Lessee's property is removed and such removal causes damage to the Subject Property, the Lessee shall repair such damage at its sole cost and expense in accordance with the provisions of the Section of this Lease Agreement entitled "Personal Property". Any property belonging to the Lessee and not removed by the Lessee at the expiration or earlier termination of the Lease Agreement, shall be deemed to be abandoned by the Lessee, and the Lessor may keep or dispose of such property at the Lessee's sole cost and expense. The Lessee will reimburse the Lessor for any costs associated with such abandoned property within fifteen (15) days of after receipt of written notice. At the expiration ofthe Lease Tenn hereof, the Lessee shall deliver to the Lessor the keys and combination to all safes, cabinets, vaults, doors and other locks left by the Lessee on the Subject Property. 33 ARTICLE XX . SIGNAGE 20.1 Sgns Lessee shall be permitted to install signage similar to that located at similar type facilities subject to Lessee obtaining the prior written approval of the Director, which approval shall not be unreasonably withheld or delayed. Lessee must further obtain approval from all governmental authorities having jurisdiction, and must comply with all applicable requirements set folth in the City of Miami Code and Zoning Ordinance. Upon the expiration or earlier termination of this Lease, for any reason, Lessee shall, at its sole cost and expense, remove and dispose of all signs located on the Subject Property, ARTICLE XXI ENVIRONMENTAL LIABILITY 21.1. Definition of Terms. For purposes of this Article XXI, the following terms shall have the meaning attributed to them in this Section 20.1: (a) "Hazardous Materials" means any toxic or hazardous substance, material, or waste, and any other contaminant, 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"), 42 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-ICnow Act of 1986 ("EPCRTKA" or "EPCRA"), as 34 amended, 42 U.S.C. §1100I, et seq. (Title III 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 252, 255, 376, 403 or 442, Florida Statutes, as amended; or in the regulations implementing such statutes, 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. (b) "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. §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, 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 III 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, and 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 replacedat any time during the Lease Term, that govern or relate to: (1) The existence, cleanup and/or remedy of contamination of Subject Property; (2) The protection of the environment from spilled, deposited or otherwise emplaced contamination; (3) The control of hazardous or toxic substances or wastes; or (4) The use, generation, discharge, transportation, treatment, removal or recovery of Hazardous Materials. 35 (c) "Environmental Activity" shall mean any activity on the Subject Property which involves the handling, use, or disposal of Hazardous Materials or which is subject to regulation under any Environmental Law. (d) "Environmental Record" shall mean any document, correspondence, report, assessment, analytical result, governmental approval, or other record concerning any Hazardous Materials, in compliance with Environmental Laws, Environmental Activity or. any other environmental matter pertaining to the Subject Property in Lessor's possession. 21.2 Lessee Inspection. (a) Lessee, at its sole cost and expense, shall have the right to conduct an environmental inspection of the Subject Property (the "Audit"). If the Audit reveals (i) any violations of any Environmental Laws with respect to any Hazardous Material present or any Environmental Activity conducted or permitted at the Subject Property; (ii) any present or contingent liability which may attach or be attributed to a prior owner, lessee, sublessee or operator of the Lessor of the Subject Property; or (iii) any significant risk to the health or safety of occupants of the Subject Property arising from any Hazardous Materials present or Environmental Activity conducted or permitted at the Subject Property (the foregoing conditions are hereinafter referred to as "Environmental Conditions"), then Lessee shall deliver to Lessor a notice (the "Audit Notice") of each Environmental Condition affecting the Subject Property, together with a copy of the Audit Report and an estimate of the cost and time period necessary to remedy any such Environmental Condition. The Lessee and Lessor shall have fifteen (15) days from the date the Lessor receives the Audit Notice to negotiate a mutually agreeable remediation protocol. In the event the Lessee and Lessor are unable to reach agreement with respect thereto within the fifteen (15) day period provided herein, either party shall have the right to cancel this Lease Agreement by written notice to the other party whereupon (i) all property data and all studies, analysis, reports and plans respecting the Subject Property delivered by Lessor to Lessee or prepared by or on behalf of the Lessee shall be delivered by Lessee to the Lessor; and then (ii) except as otherwise hereafter provided in this Section, the Parties shall thereupon be relieved of any and all further responsibility hereunder and neither party shall have any further obligation on behalf of the other. 36 (1) In the event Lessee's environmental inspections of the Subject Property are acceptable to Lessee, in Lessee's sole judgment, then Lessee shall deliver to Lessor the Environmental Condition Acceptance Notice. (2) Upon Lessee performing the Audit of the Subject Property and either (i) accepting the environmental status of the Subject Property, or (ii) remediating any Environmental Condition(s) at the Subject Property as may be mutually agreed to as provided. above, Lessee shall provide Lessor with notice pursuant to this Article XXI, thereby agreeing to take the Subject Property "AS IS" without • any further representations from Lessor as to the condition or suitability of the Subject Property for the purpose of this Lease Agreement as set forth in Section 3.2 of this Lease. (b) Release. Lessee, on behalf of itself and its heirs, successors and assigns, hereby waives, releases, acquits and forever discharges Lessor, officials and employees, agents, representatives and any other person acting on behalf of Lessor, and the successors and assigns of any of the preceding, of and from any and all claims, actions, causes of action, demands, rights, damages, costs, expenses or compensation whatsoever, direct or indirect, known or unknown, foreseen or unforeseen, which Lessee or any of its heirs, successors or assigns now has or which may arise in the future on account of or in any way related to or in connection with Hazardous Materials or Environmental Condition(s), in, at, on, under or related to the Subject Property, or any violation or potential violation of any Environmental Law applicable thereto. 21.3 Lessee Environmental Covenant. (a) Throughout the Lease Term of this Lease Agreement, Lessee shall not undertake or permit any Environmental Activity other than (i) in compliance with all Environmental Laws and (ii) in such manner as not to present a significant present or potential health risk to Lessor, its agents, employees and guests. 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 Environmental Activity conducted or permitted or any 37 Hazardous Material present or potential health risk with respect to any Environmental Activity conducted or permitted or any Hazardous Material present at the Subject Property. Lessee's obligation under this Section shall survive the expiration or earlier termination of this Lease Agreement for a period of one (1) year or such other time frame established pursuant to Section 21.8. (b) Permitted Hazardous Materials. Lessee shall not cause, permit or suffer any Hazardous Materials to be brought upon, treated, stored, disposed of, discharged, released, produced, manufactured, generated, refined or used upon, about or beneath the Subject Property or any portion thereof by Lessee, its agents, employees, contractors or invitees other than those Hazardous Materials incidental to and customarily present at educational and recreational facilities in the State of Florida (the "Permitted Hazardous Materials"). The Permitted Hazardous Materials may only be brought upon, kept and used in or about the Subject Property by such parties in strict compliance with all Environmental Laws and applicable handling, storage, use and disposal procedures (the "Approved Handling Procedures"). 21.4. Remediation In the event Lessor discovers any breaches under this Lease Agreement or any violations of Environmental Laws pursuant to the foregoing, without limitation: (i) any contamination of the Subject Property from Hazardous Materials caused or permitted to be on the Subject Property by Lessee, its agents, employees, contractors, licensees or invitees (such parties being collectively referred to as "Lessee" for purposes of this Section 21.4); (ii) a violation of any Environmental Laws, or the non- compliance with any Approved Handling Procedures, with respect to any Hazardous Materials or any Environmental Activity conducted or permitted by Lessee at the Subject Property; or (iii) a breach by Lessee of its covenants and obligations under this Lease Agreement, then Lessee shall immediately cease all operations on the Subject Property involving the use of Hazardous Materials found not to be in compliance with Environmental Laws or Approved Handling Procedures until such operations are brought into compliance therewith. To the extent of any Hazardous Material contamination of the Subject Property or other properties caused or permitted by Lessee, Lessee shall promptly commence and pursue to completion, at Lessee's sole cost and expense, a remediation program with respect to such Hazardous Materials; provided, however, Lessor may at its option (but in no event shall be obligated to) elect to conduct the remediation program at Lessee's sole cost and expense, the design and scope of 38 which shall be determined solely by Lessor and Lessor's environmental consultants and any pertinent governmental agencies. 21.5 Closure If any Environmental Laws or any permits, variances, licenses or similar entitlements, authorizations or approvals involve or contain closure or post -closure requirements or conditions, Lessee shall comply with and satisfy all such requirements and conditions prior to the expiration or earlier termination of this Lease Agreement, and in no event later than Lessee's vacating the Subject Property. Lessee shall, upon Lessor's request, provide Lessor with security acceptable to the Lessor to secure Lessee's obligations to comply with and satisfy such closure and post -closure requirements and conditions. If Lessor determines that Lessee will not or will be unable to comply with and satisfy such requirements and conditions prior to the expiration or earlier termination of this Lease Agreement, or prior to Lessee's vacating the Subject Property, Lessor may, but shall not be obligated to, comply with or satisfy such requirements and conditions on Lessee's behalf and may apply the security provided by Lessee for such purposes. Any such action by Lessor shall not be deemed a waiver or excuse of any default by Lessee in the performance of its obligations under this Article XXI, but shall be in addition to and not in lieu of any other rights or remedies available to Lessor at law or in equity with respect to Lessee's default in such obligations. 21.6 Environmental Liens. Lessee shall promptly notify Lessor as to any liens threatened or attached against the Subject Property pursuant to any Environmental Law. In the event that such a lien is filed against the Subject Property, then Lessee shall, within thirty (30) days from the date that the lien is filed against the Subject Property, and at any rate prior to the date any governmental agency or other party commences proceedings to foreclose on such lien, either: (a) pay the claim and remove the lien from the Subject. Property; or (b) furnish either (i) a bond satisfactory to Lessor in the amount of the claim out of which the Iien arises, (ii) a cash deposit in the amount of the claim out of which the lien arises, or (iii) other security satisfactory to the Lessor in an amount sufficient to discharge the claim out of which the lien arises. 39 21.7 Environmental Indemnity.' (a) Indemnity. With respect to the presence of any Hazardous Materials in, at, on, under or about the Subject Property or the threatened releases of any Hazardous Materials in, at, on, under or about the Subject Property, or any Environmental Activity conducted or permitted by Lessee or any other party on the Subject Property during the Lease Term of this Lease Agreement or holdover period, or any violation of any Environmental Laws pertaining to the condition of the Subject Property or any Environmental Activity thereon to the extent caused by Lessee at any time or caused by Lessee's officers, employees, agents, subcontractors, licensees or invitees during the Lease Term of the Lease Agreement, or the breach of any warranty or covenant or the inaccuracy of any representation of Lessee contained in this Lease Agreement, and subject to other defenses allowed by law, Lessee hereby indemnifies, defends and holds harmless Lessor from and against any suits, actions, legal or administrative proceedings, demands, claims, liabilities, fines, penalties, losses, injuries, damages, penalties, expenses or costs, including interest and reasonable attorneys' fees for attorneys of Lessor's choice, costs of defense (direct and on appeal), settlement or judgment, of any and every kind whatsoever paid, incurred or suffered by, claimed or assessed against Lessor under any Environmental Law, without limitation, and any and all statutes, laws, ordinances, codes, rules, regulations, orders or decrees, or regulation with respect to or imposing liability including strict liability, or other standards of conduct concerning any Hazardous Materials or Environmental Activity, by any person or entity or governmental department or agency for, with respect to, or as direct or indirect result of the presence in or under, or the transportation, handling, management, storage, spill, escape seepage, leakage, spillage, discharge, emission, or release to/from the Subject Property of any Hazardous Material, which is in any way connected with any death or injury to any person, destruction or damage to any property, potential or actual impacts, contamination or adverse effects on the environment, violation of Environmental Law, or any loss to the Lessor occasioned in any way by Hazardous Materials or any Environmental Activity on the Subject Property caused by (i) Lessee's breach of any term or provision of this Lease Agreement; or (ii) the negligent or intentional activities of the Lessee before, during or after Lessee's occupancy of the Subject Property. (b) Lessee's Direct Obligation. This indemnity specifically includes the direct obligation of Lessee to perform, at its sole cost and expense, any remedial or other activities required, ordered, recommended or requested by any agency or government official or otherwise necessary to avoid or minimize injury or Liability to any person, or to prevent the spread of pollution, however it came to be 40 located thereon (hereinafter, the "Remedial Work"). Lessee shall perform all such Remedial Work in its own name in accordance with Environmental Laws. (c) Lessor's Option. Without waiving its rights hereunder, Lessor may, at its option, perform such remediation as described herein and thereafter seek reimbursement for the costs thereof from Lessee. Lessee shall permit Lessor access to the Subject Property to perform such remedial activities. (d) Reimbursement. Whenever Lessor has incurred costs described in this Section, Lessee shall, within thirty (30) days of receipt of notice thereof, reimburse Lessor for all such expenses together with interest from the date of expenditure at prime rate. (e) Survival of Indemnity Provisions. Lessee's obligations hereunder shall survive the expiration or earlier termination of the Lease Term of the Lease Agreement, the discharge of all other obligations owed by the Parties to each other, and any transfer of title to the Subject Property (whether by sale, foreclosure, deed in lieu of foreclosure or otherwise) for a period of no more than one (1) year or such other time frame established pursuant to Section 21.8. (f) Successors and Assigns. Subject to Article VIII pertaining to the transfer rights of the Parties, this Article XX shall be binding upon and inure to the benefit of the Parties hereto and their respective executors, administrators, legal representatives, heirs, successors and assigns. 2 1.8 Environmental Assessment at End of Lease Term. (a) At any time within the six (6) month period prior to the expiration of the Lease Term of the Lease Agreement, or upon earlier termination of the Lease Agreement, Lessee, upon wrirten request by Lessor, shall cause to be prepared at it sole cost and expense an environmental audit (the "End -Term Audit") of the Subject Property and the Leasehold Improvements to determine the environmental condition of the Subject Property and the Leasehold Improvements. The End -Term Audit shall be completed by an 'environmental consultant of Lessee's choice with the approval of the City Manager, which approval shall not be unreasonably withheld. If the End -Term Audit indicates the presence of Hazardous Materials or any Environmental Condition not present or indicated in the Audit, then Lessee and Lessor shall together deterrnine whether the presence of such Hazardous Materials or Environmental Condition was caused by Lessee or some other third party. If the contaminator is the Lessee, including its agents, officials, employees, contractors, 41 subcontractors, licenses, or invitees, the Lessee shall pay or cause to be paid all costs associated with the required remediation and clean-up. (b) In the event that it is determined that the Lessee, including its agents, officials, employees, contractors, subcontractors, licensees or invitees, is the contaminator, but that the presence of such new Hazardous Materials was caused by the acts or negligence of a third party, the Lessor and Lessee shall fully cooperate with each other in all matters relating to the identification and clean-up responsibilities of such third party contaminator and its clean-up responsibilities. • ARTICLE mai DEFAULT PROVISIONS 22.1 Events of Default - Lessee. Each of following events is defined as an Event of Default: (a) The failure of the Lessee to pay any Annual Fee or Additional Payments, when due and the continuance of the failure for a period of thirty (30) days after notice in writing from the Lessor to the Lessee; (b) The failure of the Lessee to perform any of the other covenants, conditions and agreements of this Lease Agreement on the part of the Lessee to be performed and the continuance of the failure for a period of thirty (30) days after notice in writing (which notice shall specify the respects in which the Lessor contends that the Lessee has failed to perform any of the covenants, conditions and agreements) from the Lessor to the Lessee, unless with respect to any default which cannot be cured within thirty (30) days, the Lessee, or any person holding by, through or under the Lessee, in good faith, promptly after receipt of written notice, shall have commenced and continued diligently to reasonably prosecute all action necessary to cure the default; (c) The failure to maintain tax-exempt status under section 501 (c) (3) of the Internal Revenue Code of 1986, as amended; (d) The Property ceases to be used for the purposes described in Section 3.2 above. (e) The filing of an application by the Lessee: (i) for a consent to the appointment of a receiver, trustee or Liquidator of itself or all its assets; (ii) of a voluntary petition in bankruptcy or the filing of a pleading in any court of record admitting in writing its inability to pay its debts as they come due; (iii) of a general assignment for the benefit of creditors; (iv) of an answer admitting the material 42 allegations of, or its consenting to, or defaulting in answering, a petition filed against it in any bankruptcy proceeding; or (f) The entry of an order, judgment or decree by any court of competent jurisdiction, adjudicating the Lessee as bankrupt, or appointing a receiver, trustee or liquidator of it or of its assets, and this order, judgment or decree continuing unstayed and in effect for any period of sixty (60) consecutive days, or if this Lease Agreement is taken under a writ of execution. In the event this Lease Agreement is assumed by or assigned to a trustee pursuant to the provisions of the US Bankruptcy Code, as the same may be amended from timeto time, the trustee shall cure any default under this Lease Agreement and shall provide the Lessor with adequate assurance of future performance of all of the terms and conditions of this Lease Agreement. If the trustee does not cure such default and provide such adequate assurance within the applicable time periods provided by the Bankruptcy Code, then this Lease Agreement shall be deemed rejected automatically and the Lessor shall have the right immediately to possession of the Subject Property and shall be entitled to all remedies provided by the Bankruptcy Code for damages for breach or termination of this Lease Agreement. 22.2 Remedies in Event of Lessee's Default The Lessor may treat any one or more of the Event(s) of Default as a breach of this Lease Agreement, and thereupon at its option, without further notice or demand of any kind to the Lessee or any other person, the Lessor shall have, in addition to every other right or remedy existing at law or in equity, do any one or more of the following: (a) Elect to cancel and terminate this Lease Agreement and dispossess the Lessee by giving a three (3) day notice of such election to the Lessee, and reenter the Subject Property, without the necessity of legal proceedings. In the event of such termination, the Lessor shall have the right to seek any damages sustained by it by reason of the Lessee's actions or inactions and the resulting termination of this Lease Agreement. Upon termination of this Lease Agreement, the Lessee shall immediately cease all operations at the Subject Property and surrender the Subject Property in accordance with the provisions contained herein. (b) Perform, on behalf of and at the expense of the Lessee, any obligation of the Lessee under this Lease Agreement which the Lessee has failed to perform, the cost of which performance by the Lessor, together with interest thereon at the rate of twelve percent (12%) from the date of such expenditure, shall be deemed Additional Payments and shall be payable by the Lessee to the Lessor upon 43 demand. The Lessee agrees that the Lessor shall not be liable to the Lessee for any damage resulting to the Lessee as a result of such action. (c) Exercise any other legal or equitable right or remedy, which it may have under this Lease Agreement, at law or in equity. Notwithstanding the provisions of clause (b) above and regardless of whether an Event of Default shall have occurred, the Lessor may exercise the remedy described in clause (b) without any notice to the Lessee if the Lessor, in the exercise of its good faith judgment, believes it would be injured by failure to take rapid action or if the unperformed obligation of the Lessee constitutes an emergency. All of the remedies of the Lessor shall be cumulative and enforcing one or more of the remedies herein provided upon an Event of Default shall not be deemed or construed to constitute a waiver of such default, or an election of remedies. Any costs and expenses incurred by the Lessor in enforcing any of its rights or remedies under this Lease Agreement shall be deemed to be an Additional Payment and shall be repaid to the Lessor by the Lessee upon demand. 22.3 Repeated Defaults If more than twice during any twelve (12) month period during the Lease Term hereof, the Lessee fails to satisfy or comply with the same or substantially the same requirements or provisions under this Lease Agreement, (except where such repeated default arises from acts of God or results from causes or conditions not attributable, directly or indirectly, to the Lessee, its guests, employees, agents or others within the Lessee's control), then at the Lessor's election, the Lessee shall not have any right to cure such repeated default. In the event of the Lessor's election not to allow a cure of a repeated failure to satisfy or comply, the Lessor shall have all of the rights and remedies provided in this Lease Agreement relative to an Event of Default. 22.4 Automatic Termination of Lease: This Lease shall terminate automatically in the event that the Subject Property ceases to be used for the purposes described in Section 3.2 of this Lease, and such improper use is not discontinued within fifteen (15) days after receipt of written notice from the Lessor to Lessee, unless with respect to any cessation of use which cannot be corrected within fifteen (I5) days, the Lessee, or any person holding by, through or under the Lessee, in good faith, promptly after receipt of written notice, shall have 44 commenced and continued diligently to reasonably prosecute all action necessary to correct any improper use. ARTICLE XXIII NOTICES 23.1 Notice All notices or other communications which shall or may be given pursuant to this Lease Agreement shall be in writing and shall be delivered by personal servi;e or by certified mail addressed to the Parties at their respective addresses indicated below or as the same may be changed in writing from time to time. Such notice shall be deemed given on the day on which personally served, or if by certified mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. NOTICE TO LESSOR: NOTICE TO LESSEE: City of Miam Overtown Youth Center City Manager 444 SW 2 Avenue, I0th Floor Miami, Florida 33130 WITH COPY TO: City of Miami Office of Asset Management 444 SW 2 Avenue, 3rd Floor Miami, FL 33130 City of Miami City Attorney 444 SW 2 Avenue, 9th Floor Miami, FL 33 130 ARTICLE XXIV HOLDING OVER 24.1 Holding Over The Lessee shall vacate the Subject Property upon the expiration or earlier termination of this Lease Agreement. The Lessee shall reimburse the Lessor for and indemnify the Lessor against all damages incurred by the Lessor from any delay by the Lessee in vacating the Subject Property. If the 45 Lessee remains in possession of all or any part of the Subject Property after the expiration of the Lease Term hereof, with or without the express or implied consent of the Lessor, such occupancy shall be from month -to -month only and not a renewal hereof or an extension for any further term, subject to all conditions, provisions and obligations of this Lease Agreement in effect on the last day of the last Lease Term hereof, except that the month -to -month tenancy will be terminable on fifteen (15) days notice given at any time by either party. ARTICLE XXV UNAVOIDABLE DELAY 25.1 Unavoidable Delay(s) For the purpose of any of the provisions of this Lease, neither the Lessor nor the Lessee, as the case may be, nor any successor in interest, shall be considered in breach of or in default of any obligations under this Lease, including but not limited to the preparation of the Subject Property for development, the performance of the conditions precedent to Lessee taking possession of the Subject Property, the commencement and completion of construction of the Leasehold Improvements, or progress in respect thereto in the event of an Unavoidable Delay(s), in accordance with the provisions of Section 25.2 below. 25.2 Manner of Notice of Unavoidable Delay(s) and Conditions With Respect to Performance of Obligations In the event of Unavoidable Delay(s), the time for performance of obligations, covenants, and/or agreements which are affected by the Unavoidable Delay(s) shall be extended for the period of time of the Unavoidable Delay(s) or for such period of time as may be necessary under thecircumstances, provided that the Party seeking the benefit of the provisions of this Section shall: (a) As soon as reasonably possible, but no later than thirty (30) days after such Party shall have become aware of the Unavoidable Delay(s), give notice, in writing, to the other Party of the Unavoidable Delay(s), which notice shall specify which of the obligations, covenants, and/or agreements of this Lease Agreement the notifying Party is unable to perform at the time of such notice and how the Unavoidable Delay(s) has affected the Parry's performance of such obligations, covenants, and/or agreements; 46 (b) As soon as reasonably possible, the Party claiming such Unavoidable Delay(s) shall commence and shall continue diligently the performance of such obligations, covenants, and/or agreements so delayed. ARTICLE XXVI MISCELLANEOUS PROVISIONS 26.1 Ingress And Egress Subject to rules and regulations, statutes and ordinances and terms of this Lease Agreement governing the use of the Subject Property, the Lessee, its employees, agents, contractors, invitees and guests shall have ingress and egress to and from the Subject Property. 26.2 Successors And Assigns This Lease Agreement shall be binding upon the Parties hereto, their heirs, executors, legal representatives, successors and assigns. 26.3 Surrender Of Subject Property Upon the expiration or earlier termination of this Lease Agreement by lapse of time or otherwise, the Lessee shall promptly and peacefully surrender and deliver possession of the Subject Property to the Lessor in accordance with the covenants herein contained. 26.4 Amendments The City Manager and the Lessee, by mutual agreement, shall have the right but not the obligation to amend this Lease Agreement. Such amendments shall be effective only when signed by the City Manager and the Lessee and shall be incorporated as a part of this Lease Agreement. The City Manager is authorized to amend or modify this Lease Agreement as needed. 26.5 Construction Of Lease Agreement This Lease Agreement shall be construed and enforced according to the laws of the State of Florida. 47 26.6 Court Costs And Attorneys' Fees In the event of any litigation between the Parties, all expenses, including reasonable attorneys fees and court costs, at both the trial and appellate levels incurred by the prevailing party, shall be paid by the non -prevailing paty. 26.7 Waiver Of Jury Trial The Parties hereby knowingly, irrevocable, voluntarily and intentionally waive any right either may have to a trial by jury in respect of any action, proceeding, claim or counterclaim based on this Lease Agreement, or arising out of, under or in connection with this Lease Agreement or any amendment or modification of this Lease Agreement, or any other agreement executed by and between the Parties in connection with this Lease Agreement, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party hereto. This waiver of jury trial provision is a material inducement for the Lessor and the Lessee entering into the subject transaction. 26.8 Severability If any provision of the Lease Agreement, or any paragraph, sentence, clause, phrase, or word, or the application thereof, is held invalid, the remainder of the Lease Agreement shall be construed as if such invalid part were never included herein and the Lease Agreement shall be and remain valid and enforceable to the fullest extent permitted by law. 26.9 Waiver The acceptance of the Annual Fee or Additional Payments by the Lessor, with knowledge of any breach of this Lease Agreement by the Lessee or of any default on the part of the Lessee in the observance or performance of any of the conditions, agreements or covenants of this Lease Agreement, shall not be deemed to be a waiver of any provision of this Lease Agreement. No waiver of any provision hereof shall be deemed to have been made unless such waiver is in writing and signed by the City Manager or the Lessee. The failure of either party to insist upon the strict performance of any of the provisions or conditions of this Lease Agreement 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. 48 26.10 Captions The captions contained in this Lease Agreement are inserted only as_a matter of convenience and for reference and do not define, limit or prescribe the scope of this Lease Agreement or the intent of any provisions thereof. 26.11 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 your county public health unit. 26.12 No Recordation The Lessee shall not record this Lease Agreement without the prior written consent of the Lessor. However, the City Manager may require that this Lease Agreement be recorded or a "Short Form" memorandum of this Lease Agreement be executed by both Parties and recorded. 26.13 Agreement Preparation This Lease Agreement is the result of negotiations between the Parties and has been typed/printed by one party for the convenience of both Parties. The Parties agree that this Lease Agreement shall not be construed in favor of or against either of the Parties. 26.14 Conflict of Interest Lessee is aware of the conflict of interest laws of the City of Miami as set forth in Article 5, Conflicts of Interest, of Chapter 2 of the Code of the City of Miami, Florida, as amended, and agrees that it will fully comply in all respects with the terms thereof. 26.15 Award of Agreement Lessee warrants that it has not employed or retained any person employed by Lessor to solicit or secure this Lease Agreement and 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. 49 ARTICLE XXVII QUIET ENJOYMENT 27.1 Quiet Enjoyment Lessor covenants and agrees that so 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 Subject Property and all part thereof for that portion of the Lease Term, free from eviction or disturbance by Lessor or any person claiming under, by or through Lessor. ARTICLE XXVIII AFFIRMATIVE ACTION 28.1 Affirmative Action Lessee shall have in place an Affirmative Action/Equal Employment Opportunity Policy and shall institute a plan for its achievement which will require that action be taken to provide equal opportunity in hiring and promoting for women, minorities, individuals with disabilities, and veterans. Such plan will include a set of positive measures which will be taken to insure nondiscrimination in the work place as it relates to hiring, firing, training and promotion. In lieu of such a policy/plan, Lessee shall submit a Statement of Assurance indicating that their business is in compliance with all relevant Civil Rights laws and regulations. 28.2 Nondiscrimination Lessee agrees that there will be no discrimination against any person based upon race, religion, color, sex, ancestry, age, national origin, mental or physical handicap, in the use of the Subject Property and improvements thereof. It is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, Lessor shall have the right to terminate this Lease. ARTICLE XXIX MINORITY PROCUREMENT 29.I Minority/Women Business Utilization Lessee shall make every good faith effort to purchase/contract fifty-one (51 %) of its annual goods and services requirements from Hispanic, Black and Women businesses/professionals 50 registered/certified with the City of Miami's Office of Minority/Women Business Affairs. Such lists will be made available to Lessee at the time of the signing of the Iease with the City of Miami and updates will be routinely provided by the Lessor's Office of Minority/Women Business Affairs. ARTICLE XXX ENTIRE AGREEMENT 30.1 Entire Agreement This Lease Agreement represents the total agreement between the Parties. All other prior agreements between the Parties, either verbal or written, are superseded by this Lease Agreement and are therefore no longer valid. ARTICLE XXXI APPROVAL BY OVERSIGHT BOARD 31.1 Approval By Oversight Board The State of Florida has appointed an Emergency Financial Oversight Board (hereinafter the "Oversight Board") which is empowered to review and approve all pending City of Miami contracts. As a result, contracts shall not be binding on the Lessor until such time as they have been approved by the Oversight Board. Attestation of this Lease Agreement by the City Clerk shall constitute evidence of approval by the Oversight Board. 51 IN WITNESS WHEREOF, the Parties hereto have individually, through their proper officials, executed this Lease Agreement the day and year first herein above written. Walter 3. F Clerk THE CITY OF MIAMI, a municipal corpor. t of the State o By: Car os City anaget1 STATE OF FLORIDA ) COUNTY OF DADE ) The foregoing instrument was acknowledged before Pict c J, , 200a,1 by Carlos A. Gimenez, as City Manager of the corporation of the State of Florida, on behalf of the corporation. He/she is produced as identification and who did (did otary Public Signature Print Name of Notary/ mmi sion No. 52 me this 6 day of City of Miami, a municipal ona y now to me or has not) take an oath. ATTES +r By: % r ill i/ Print arne & Title STATE OF FLORIDA COUNTY OF DADE The foregoing instrume c , 2000, by l�c, profit core tion of t$JState of Florida, or has pro fed Notary Print N ature ' vPU ,,,. Ronald R. Fieldstone es Dcc.15.2001 er: uaally Known Other 1.D._ Commission No. OVE�� R�7Y By: R t Name & Titl aad)T was acj }ge before me this 6 �✓`d� , Y tFn,7of the Overtown Youth Center, a non - on behalf of the corporation. He/she is personally known to me as identification and who did (did not) take an oath. 53 owte relic APPROVED AS SURANGE REQU N S Mario Soldevilla Risk Management 4 day of EXHIBIT A LEGAL DESCIPTION OF SUBJECT PROPERTY Lots 1, 2, 3, 4 and 5 and the East 25' of Lot 6 Block 2 Sost's Subdivision (PB B-27) Containing approximately 57,316 SF EXHIBIT B POSSESSION DATE CERTIFICATE This Possession Date Certificate is entered into by Lessor and Lessee pursuant to Section 4.3 of the Lease. 1) Definitions. In this certificate the following terms have the meanings given to them: Lessor: City of Miami Lessee: Overtown Youth Center, Inc. Lease: Lease Agreement dated , 2000 between Lessor and Lessee. Subject Property: As legally described in Exhibit A attached to the Lease. 2) Confirmation of Possession Date: Lessor and Lessee confirm that the Possession Date of the Lease is , 20.__ and the expiration date of the Initial Term is 3) Acceptance of the Subject Property. Lessee accepted the Subject Property on Lessor and Lessee have executed this Possession Date Certificate as of the dates set forth below: ATTEST: By: Walter J. Foeman Clerk STATE OF FLORIDA COUNTY OF DADE THE CITY OF MIAMI, a municipal corpo •lion of the State o y�•ida By: Alik C' nager The foregoing instrument was acknowledged before me this day of , 20, by Carlos A. Gimenez, as City Manager of the City of Miami, a municipal corporation of the State of Florida, on behalf of the corporation. He/she is personally known to me or has produced as identification and who did (did not) take an oath. Notary Public Signature Print Name of Notary Commission No. 55 ATTEST OVE 0 OUTH C TER By: ame & itle STATE OF FLORIDA COUNTY OF DADE y: Print Name & Title a .+ 4,��� foregoing instrument was acknowledged before me this day of / 1/ , 2W.4, by (l v4/dr'e d., Pr1' €d-- of the Overtown Youth Center, a non- profit corporateof the Sta f Florida, on behalf of the corporation. He/she is personally known to me or has produc : as identification and who did (did not) take an oath. Notary ' u • is Signature Print NamskaXwia na1d R. Fieldstone unni lion = CC 702716 , i ,. Ex;. ' Dcc. 15,2001 Commiss = 7 = �,,Pg.Pe;sa� iylinmin ,',,,mit%``�, ( J Other 1.D. APPROVED AS TO FORM AND CORRECTNESS By: Alejandro VilarelIo Lessor's Attorney 56 te oEjF0 Elba aP rnrtment if &tdte I certify the attached is a true and correct copy of the Articles of Incorporation of OVERTOWN YOUTH CENTER, INC., a Florida corporation, on October 19, 2000, as shown by the records of this office. I further certify the document was electronically received under FAX audit 111; number H00000055209. This certificate is issued in accordance with section 15.16, Florida Statutes, and authenticated by the code noted below G The document number of this corporation is N00000006972. Given under my hand and the Great Seal of the State of Florida, at Tallahassee, the Capital, this the Nineteenth day of October, 2000 Authentication Code:'000A00054927-101900-N00000006972-1/1 ,9(i0 Lam, ' trtl�erine nrris ezr2hrrof $fate CERTIFICATE OF CORPORATE RESOLUTION OF OVERTOWN YOUTH CENTER, J NC. 1, Martin Z. Margulies, President of 121 Overtowu Youth Center, Inc., a Florida non-profit corporation (the "Corporation"), hereby certify that as Pwssident of the Corporation, the following Resolution has bear adapted: RESOLVED (hat Masiin Z. Margulies, as President of the Corporation is hereby authorized to execute that certain Lease Agreement dated on or about November 3, . • 2000, by and between the City of Miami, as.Lessor and the Corporation, as Lessee for the use of a portion of the property known as ~Gibson Park". IN WITNESS WHEREOF, 1, Martin Z. Margulies, as President of the Corporation, have executed this Certificate of Corporate Resolution this G'h day of November, 2000. LNI.UiRARY1[9ionbWarriliaWia,p: reetw Wn yoatb.an.,htd 11R DD11:71AM . 2 OVERT; WN YOUTH C') ER, INC. s, P dent CORPORATE ACTION OF DIRECTORS OF OVERTOWN YOUTH CENTER, INC. The undersigned, being all'of the Directors of Overtown Youth Center, Inc., a Florida non- profit corporation (the "Corporation"), hereby ratify that the Certificate of Corporate Resolution attached hereto as Exhibit A was unanimously adopted in accordeance with the Bylaws of the Corporation and the statutes of tlw State of Florida. 1N WITNESS WHEREOF, the Directors of the Corporation, have executed this Corporate Action rffectivc this 6h day of November. 2000. Mart'Z. Margulies, Dirt �r Shannon Selby, Director otuo oununk, Dir FLORIDA DEPARTMENT OF STATE Katherine Harris Secretary of State October 19, 2000 OVERTOWN YOUTH CENTER, INC. 430 GRAND BAY DRIVE SUITE 1004 KEY BISCAYNE, FL 33149 The Articles of Incorporation for OVERTOWN YOUTH CENTER, INC. were filed on October 19, 2000, and assigned document number N00000006972. Please refer to this number whenever corresponding with this office. Enclosed is the certification requested. To be official, the certification for a certified copy must be attached to the original document that was electronically submitted and filed under FAX audit number H00000055209. A corporation annual report/uniform business report will be due this office between January 1 and May 1 of the year following the calendar year of the file date year. A Federal Employer Identification (FEI) number will be required before this report can be filed. Please apply NOW with the Internal Revenue Service by calling 1-800-829-3676 and requesting form SS-4 Please be aware if the corporate address changes, it is the responsibility of the corporation to notify this office. Should you have questions regarding corporations, please contact this office at the address given below. Becky McKnight Document Specialist New Filings -Swction Division of Corporations Letter Number: 000A00054927 Division of Corporations - P.O. BOX 6327 Tallahassee, Florida 32314 tAkrivvvvvvjj<.v, a//J ARTICLES OF INCORPORATION OF OVERTOWN YOUTH CENTER, INC., a Florida corporation not for Profit The undersigned, acting as incorporator of OVERTOWN YOUTH CENTER, INC., under the Florida Not For Profit Corporation Act, adopts the following articles of incorporation: ARTICLE 1 NAME The name of the corporation is Overtown Youth Center, Inc., (hereinafter referred to as the "Corporation"), a Florida corporation not for profit. ARTICLE II TERM This corporation shall have perpetual existence unless terminated sooner in accordance with the laws of the State of Florida. ARTICLE I11 INCORPORATION The name and street address of the incorporator is as follows: Martin Z. Margulies Overtown Youth Center, Inc. 430 Grand Bay Drive, Suite 1004 Key Biscayne, Florida 33149 ARTICLE N pCRPOSE (a) The Corporation is organized and shall be operated exclusively for charitable, educational and community purposes, within the meaning of Sections 501(c)(3) and 509(a)(3) of the Internal Revenue Code of 1986; as amended (the "Code"), including for such purposes the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Code. (((H00000055209 1))) (b) • Included among the charitable, educational and community purposes for which the Corporation is organized and operated exclusively, as qualified and limited by other provisions of these Articles of Incorporation, are the following: 1. To develop and operate a facility to be known as "Overtown Youth Center" to include both educational and sports components. 2. The Corporation intends to enter into a Lease Agreement with the City of Miami to lease a portion of Gibson Park and to cause the Overtown Youth Center to be developed and be responsible for the operation and maintenance of same. ARTICLE V ACTIVITIES NOT PERMITTED Notwithstanding any other provision of these Articles, the Corporation will not carry on any other activities not permitted to be carried on by (a) a corporation exempt from Federal income tax under Section 501(c)(3) of the Code or the corresponding provision of any future United States Internal Revenue Law or (b) a corporation, contributions to which are deductible under Section 170(c)(2) of the Code or any other corresponding provision of any future United States Internal Revenue Law. ARTICLE VI DEDICATION AND DISTRIBUTION OF ASSETS No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its trustees, officers, directors or other private individuals, except that the Corporation shall be authorized and empowered to reimburse for properly vouchered out-of-pocket expenses and to make payments and distributions in furtherance of the purposes set forth in Article IV hereof. The assets of the Corporation shall be permanently and exclusively dedicated to charitable, educational or community purposes within the meaning of Section 50I(c)(3) of the Code. Upon the liquidation, dissolution or winding -up of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Corporation, distribute all of the assets of the Corporation to organizations is in existence at such time and qualify as an exempt organizations under Section 501(c)(3) does not qualify as an exempt organization under Section 501(c)(3) of the Code. Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the Corporation is then located, such Court to 2 (((H000000552091))) (((H00000055209 1))) be one which has competent jurisdiction over both the Corporation and the assets to be disposed of, exclusively for the charitable, educational or community purposes or to such organization or organizations, as the Court shall determine, which are organized and operated exclusively for such purposes. ARTICLE VII INITIAL BOARD OF DIRF.C'FORS The powers of this Corporation shall be exercised, its properties controlled, and its affairs conducted by a Board of Directors. The number of the directors of the Corporation shall be no less than three (3) nor more then nine (9). The method of election of Directors shall be stated in the Bylaws of the Corporation. The number of Directors of the Corporation may be increased or diminished from time to time by the Bylaws but shall never be less than three (3). The names and addresses of the first members of the Board of Directors are as follows: Name Martin Z. Margulies Shannon Selby Alonzo Mourning 430 Grand Bay Drivc, Suite 1004 Key Biscayne, Horida 33149 430 Grand Bay Drive, Suite 1004 Key Biscayne, Florida 33149 c/o Zo's Sununer Groove 430 Grand Bay Drive, Suite 1004 Key Biscayne, Florida 33149 ARTICLE VIII VNDEMNIFICATION To the extent permitted by law, the Corporation shall indemnify any person who was or is a party to any proceeding by reason of the fact that he is or was a director, officer, employee, or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise against liability incurred in connection with such proceeding, including any appeal thereof, if he acted in good faith and in a manner he reasonably believed to he in, or not opposed to, the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The Corporation shall reimburse each person for all costs and expenses, including attorneys' fees, reasonably incurred by him in 3 (((H00000055209 t))) connection with any such liability in the manner provided for by law or in accordance with the Corporation's Bylaws. The rights accruing to any person under the foregoing provision shall not exclude any other right to which he may be lawfully entitled, nor shall anything therein contain or restrict the right of the Corporation to indemnify or reimburse such person in any proper case even though not specifically provided for herein. ARTICLE IX PIEMERSHIP The period of duration is perpetual. The qualification for members, if any, and the manner of their admission shall be regulated by the Bylaws. ARTICLE X BYLAWS The Board of Directors of this Corporation may provide such Bylaws for the ouduct of the business of the Corporation and the carrying out of its purposes as such Directors may deem necessary from time to time. Upon notice properly given, the Bylaws may be amended, altered or rescinded by majority vote of the Directors present at any regular or special meeting called for that purpose, subject to any limitations set forth in the Corporations Not for Profit Law of Florida concerning corporate action that must be authorized or approved by a majority of the Members of the Corporation. ARTICLE XI AMENDMENTS TO ARTICLES OF INCORPORATION An amendment to these Articles of Incorporation may be proposed by any Director of the Corporation, but such amendment may be adopted only after receiving an affirmative vote of the majority of the Members. 4 WH00000055209 1))) kkkritx VV J 1 ))) ARTICLE XII INITIAL REGISTERED AGENT AND OFFICE The name and address of the initial registered agent of this Corporation is Ronald R. Fieldstone, whose address is 201 Alhambra Circle, Suite 601, Coral Gables, FL 33134. ARTICLE XIII PRINCIPAL OFFICE ADDRESS The initial principal office of the corporation shall be located at 430 Grand Bay Drive, Suite 1004, Key Biscayne, Florida 33149. IN WITNESS WHEREOF, the undersigned 161/.4a:0a/de, subscribed and acknowledged these Articles of Incorporation on this /V day of 0 , 2000, for the purposes of forming this Corporation not for profit under the laws of the Stale OfFlprida. MARTIN Z. MARGWIES, Incorporator ACCEPTANCE OF APPOINTMENT AS REGISTERED AGENT Having been designated as registered agent for Overto foregoing Articles of Incotporation, L on behalf of Overtown Yo profit corporation, hereby agree to accept service of process with all statutes relative to the complateand proper perform I am familiar with and accept the obligations of that positio HALIDKARY;ClientArviscaullaidoeMrtanc.upd 10/17/00 03:14 I'M 5 enter, Inc. in the ., a Florida not -for - ration and to comply a registered agent. (((H00000055209 ID) EXHIBIT A-2 AMENDMENT NO. 1 FIVE-YEAR EXTENSION TO THE LEASE AGREEMENT BETWEEN THE CITY OF MIAMI AND THE OVERTOWN YOUTH CENTER, INC. FOR USE OF A PORTION OF GIBSON PARK This Amendment No. 1 to the Lease Agreement (the "Amendment") is entered into this tv day of Tof.e, , 2016, byand between the City of Miami, a municipal corporation of the State of Florida (hereinafter the "City" or "Lessor"), and the Overto wn _ _ Youth Center,- Inc., a not for profit corporation of the State of Florida (hereinafter the "Overtown Youth Center" or "Lessee") for the purpose of amending that certain Lease Agreement between the Lessor and Lessee dated February 28, 2001 (the "Agreement"). • WHEREAS, the City and the Overtown Youth Center entered into a Lease Agreement dated February 28, 2001, for use of approximately fifty seven thousand three hundred sixteen (57,316) square feet of the City's property located at Gibson Park, 380 Northwest 14th Street, Miami, Florida for the exclusive provision of public educational and recreational opportunities, atno cost, to the inner City youth and their families residing in the Overtown area; WHEREAS, said Agreement was executed pursuant to an exemption granted under Section 29-B of the Charter of the City of Miami, Florida, as amended, from the competitive bidding process established for a disposition implementing projects authorized under the Florida Community Redevelopment Act of 1969 as provided by Part III, Chapter 163, Florida Statutes, as amended; WHEREAS, the Agreement had an initial term of five (5) years (the "Initial Term") with five (5) additional five (5) year options to extend; WHEREAS, the Initial Term was for the period of February 28, 2001 through February 28, 2006 at which time the options to extend commenced with three (3) remaining five (5) year options to extend for a fifteen (15) year duration currently available, as long as thereis no default with any of the Agreement provisions; WHEREAS, the City desires to provide an extension of five (5) additional years above and beyond the Agreement's remaining fifteen (15) year duration for a total remaining term of twenty (20) years for the period commencing on the possession date and expiring on February 28, 2036, unless sooner terminated in accordance with the Agreement; WHEREAS, pursuant to Resolution No. /C-19.561 the City Manager is authorized to execute this Amendment No. 1 to the Agreement for extension of the same by five (5) additional years for a total remaining term of twenty (20) years; NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth and such other valuable consideration, the parties hereby covenant and agree as follows: 1. Section 2.2 entitled "Term of Use and Conditions Precedent" is amended in its entirety and replaced as follows: The term of this lease commences on the possession date and expires on February 28, 2036, unless sooner terminated pursuant to Section 22.1 entitled "Events of De:ault.-.1essee,".Section.22.3_ entitled. "Repeated_Defaults." and/or S.ection..22.4 _.. entitled "Automatic Termination of Lease;" 2. Section 2.3 entitled "Option to Extend" is deleted in its entirety. Except as specifically provided herein, all of the terms and provisions of the Agreement shall remain in effect. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. ATTEST: By: odd B. annon City Cleric APPROV ' e -AS TO 1 RM AND CO t:^ TNES ATTEST: Signature CAtV/ a /.2-StC, C Print Name and Title LESSOR: CITY OF MIAMI, a municipal corporation of the State of Florida By: �d��� Daniel J.'so� City Mana r / APPROVES TO IN ; .►' REQUIREMENTS; . 13y: Ann-,Arie Sharpe Risk). anagement SSEE: irector OVERTOWN YOUTH CENTER, INC., a not for prof corporation of the State of Florida ignatur j�NvA' �)(e. j; ✓e, Dir'ee 4v7 Print Name and Title EXHIBIT A-3 AMENDMENT NO. 2 TO THE LEASE AGREEMENT BETWEEN THE CITY OF MIAMI AND THE OVERTOWN YOUTH CENTER FOR USE OF A PORTION OF GIBSON PARK This Amendment No. 2 to the Lease Agreement (the "Amendment") is entered into this day of , 2018, by and between the City of Miami, a municipal corporation of the State of Florida (herein after called the "Lessor"), and the Overtown Youth Center, a not -for -profit corporation of the State of Florida (hereinafter called the "Lessee") for the purpose of amending that certain Lease Agreement between the Lessor and Lessee dated February 28, 2001, (the "Agreement"); WHEREAS, the City of Miami ("City") and the Overtown Youth Center, a not - for -profit corporation of the State of Florida entered into a Lease Agreement dated February 28, 2001, for a term of five (5) years (the "Initial Term") which was for the period February 28, 2001 through February 28, 2006; WHEREAS, Lessee has the option to extend the term of the Lease Agreement for five (5) additional five (5) year periods (the "Additional Term"), which shall be for the period February 28, 2006 through February 28, 2031; as long as the Lessee is not in default of any of the Lease provisions; WHEREAS, Lessee requested and was granted an extension of the Lease by five (5) years above and beyond its remaining fifteen (15) year duration for the requested total period of twenty (20) years (which is February 28, 2031 through February 28, 2036); WHEREAS, Lessee has encountered such a great demand within the community for the opportunity to utilize the services provided at the center that they wish to invest no less than $2,500,000 to expand the building in order to serve a greater number of children within the neighboring community. WHEREAS, Lessee is requesting that the Lease Agreement be extended by an additional 30 years, for a total remaining term of approximately 50 years in exchange for the significant capital to be invested in the property. NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and in consideration of other valuable consideration the parties covenant and agree as follows: 1. Section 2.2 entitled "Term of Use and Conditions Precedent" is amended in its entirety and replaced as follows: The term of this lease commences on the possession date and expires on February 28, 2066 unless sooner terminated pursuant to Section 22.1 entitled "Events of Default - Lessee," Section 22.3 entitled "Repeated Defaults" and/or Section 22.4 entitled "Automatic Termination of Lease;" 2. Section 1.2 entitled "Defined Terms; Singular, Plural and Gender" is amended to add the following: (cc) "Additional Leasehold Improvements" means all of the buildings, structures and improvements to be done in exchange for the extension of the Lease Term provided in Amendment 2 to the Lease Agreement; 3. Lessee will submit to the City Manager for his approval a preliminary design for the Additional Leasehold Improvements. Upon written approval by the City Manager, Lessee shall cause the preparation of all drawings, plans, specifications and other documents necessary to apply for applicable permits and be in accordance with the Lease Agreement, the Miami Charter and Code, the South Florida Building Code and all other applicable federal, state and local laws and ordinances. 4. Lessee has two (2) years following the execution of this Amendment by all parties to provide evidence of funding necessary to complete the Additional Leasehold Improvements Except as specifically provided herein, all of the terms and provisions of the Agreement shall remain in effect. IN WITNESS WHEREOF, the parties hereto have executed this Agreement of the day and year first above written. LESSOR: ATTEST: By: Todd B. Hannon City Clerk APPROVD AS TO FORM AND CORRE TNES By: Vi toria M: ndez City Attorney CITY OF MIAMI, a municipal corporation of the State of Fl ,r By: Emilio T. Gonzalez City Manager ATTEST Signature) A�lG Z/V11,5 Z-&45C Print Name and Title OVE r3 OWN YOUTH CENTER G • y . rl n for pro,•( cmlpP toI 1(16 ' » I 'k( l\WO.. Kali Print Name and Title APP OVED AST NCE REQUIREMENTS: By � J EXHIBIT B OVERTOWN YOUTH CENTER, INC. CAPITAL CAMPAIGN Doc. No. 1182032 MOURNING FAMILY FOUNDATION OVERTOWN YOUTH CENTER CAPITAL CAMPAIGN OVERVIEW OVERTOWN YOUTH CENTER CAPITAL CAMPAIGN INSPIRE I EMPOWER I ENRICH I EXPOSE CAPITAL CAMPAIGN Capital Campaign Executive Summary As of June 10, 2019; OYC's Capital Campaign team has been working aggressively to ensure that we are working towards meeting the scheduling goals and timeline of this project. The team currently exists of the Overtown Youth Center, The Mourning Family Foundation who serves as the Development team; Claro serving as the Project Management Team, Kobi Karp as the design team, Design to Form as the Architect of Record and ANF as the preconstruction services firm; who is expected to serve as the official construction firm. Our Capital Campaign team meets every week and have made significant progress in the areas of design, land and environmental surveys; as well as the initial phases of preconstruction services. Our project management team along with our legal teams have had several meetings with the City of Miami planning and zoning departments who have all agreed to make this project a priority and expedite plans through the City of Miami. Schematic Design and Design documents have been reviewed by the City and comments have been provided; in which these comments are being addressed by our project management and design team. Originally, the existing demolition date was scheduled to take place in August of 2019; however, we are experiencing a 4 month delay due to a required entitlement and warrant requirement mandated by the City of Miami. Reasons for 4 Demolition Delay: • The Entitlement process is due based on the fact that this new facility will serve as a multi —use complex OYC be utilized for the following purposes: • Community Resource Center ■ After School Program Provider • Landlord to Theodore Gibson Charter School during school hours Additional Reasons for the entitlement process and attaining a warrant. • OYC will be expanding more than 50% of its original size as community center This effort is being lead by Javier Avino with Bilzin Sumberg, as a pro-bono consultant. Estimated Warrant Timeline — City of Miami 1 July 2019 Submit Warrant plan set and supporting materials through ePlan. August -September 2019 Obtain and respond to comments from Zoning Department and Planning Department. September -October 2019 Revise plans and supporting materials pursuant to City comments. October 2019 Mailed notice sent to abutting owners and homeowner associations. 30 day notice period commences. November 2019 Preparation and issuance of final Warrant. (15-day appeal period after issuance). The dates above are intended as an approximate timeline. The process can be affected by a number of variables including City workload and the extent of design -related comments that require adjustments Accomplishments/Strengths: • Schematic Design work Complete • Asbestos Survey Complete • Land and Environmental Surveys 90% Complete • Design Documents almost complete • Cohesive Team Effort • City of Miami's Current Support • Fundraising Pipeline of Interested Donors, Community, etc. • Relocation of Plan Agreements executed • NMTC Allocation Committed • Bridge Lender Committed Challenges: • Collections of Existing Pledges • Entitlement Delay • Parking Requirement Construction Update — See Attached Timeline > Selected ANF Group to Perform Construction Services > 100% Schematic Design Complete > 90% Complete Design Documents Complete —100% complete by June14th > 33% Construction Documents — 7/12/19 > 100% Construction Documents - 10/4/19 2 > Est. Permit Approvals by November Critical Dates Task Start Complete Final Pricing 10/7/19 11/1/2019 Demolition and Foundations 11/4/19 1/24/2020 Punch -list and Final Inspections 11/16/20 12/15/2020 Certificate of Occupancy 1/15/21 4/15/2021 Financial Recap Financial Recap as of May 31, 2019 Total Revenues $3,281,340.72 Expenses $270,340.73 Net $ 3,008,915.71 3 ,„:,,f------=----i----:--''' - ...... F--2 Gran17.LP1t46F-F%'.'-.':?-FIF.,-..q„,. i1 .'"'?..F.TT1-5.1;',F,f" F"-FMT.'" - r,-, -. .... ',FT: .;•-e--Aii-;-:,'d;',1.-::,,-7?--,-1-7,:4-;',"=-4,- ' :ZPIedge Period ;>.: ::-'41.- '''' -'-'''''''' .... M, , MI.; ' C5'n-mFrittTd;'' - '7°V.-1,t';',-zA--.*-1;--,.t3:--,Zii--?---',-1,------- PAffilleirtOntes Expecte palm:en gfateilftyCluSktetyC /-.I' ''''''''' _ F 1"..4-''''..1'r...'-'2":""'M'F1'-?-0.1kM'''' Committed Pledges: Total - _ Paid as of Q1 ' 2019 Q2 iii19 Q3 2019 Q42019 ..- - . Total Collected @ 2019 Year End Arison Family $ . 2,000,000 2 Year Period $ 1,000,000 $ 500,000 $ S00,000 $ 2,000,000 Mike Fernandez $ 2,000,000 2 Year Pe riod $ 500,000 $ 375,000 $ 875,000 Le nnar Foundation $ 1,000,000 2018 $ 1,000,000 - $ 1,000,000 Bank of America $ - 1,000,000 2 Year Period $ 250,000 , ' $ 250,000 $ 500,000 Jane Hsiao - 1,000,000 10 Year Pe rio d $ 100,000 , . $ 100,000 Steve Holzman (Investment Accoount) $ . 7.80,000 2018 $ 280,000 , ' . - $ 280,000 Mark Fisher 5 " 250,000 5 Year Period $ 25,000 . $ 25,000 $ 50,000 The Soffer Family $ '2,000,000 5 Year Period $ 100,000 $ ' 400,000 $ 500,000 Audrey Edmonson - Miami Dade County $ - 10,000 2018 $ 10,000 $ 10,000 City of Miami $ , 1,000,000 2019 $ 1,000,000 , $ 1,000,000 David Starch $ ' 250,000 5 Year Period $ .50,000 . $ 50,000 Altman Family .. $ 500,000 2019 , , $ 500,006 $ 500,000 Randy Perkins , m $ 250,000 2019 . S 250,000 $ 250,000 Stuart Rothainer S. ' 3,000 2019 $ 3,000 $ 250,000 $ 253,000 Total Projected Pledges $ " 11,543,000 $ 3,268,000 $ 900,000 $ 1,550,000 $ 1,650,000 $ 7,368,C00 Snap Shot of Next 4 Months Cash Outlay Incurred to Date , 19-Jun 19-Jul 19-Aug 19-Sep Projectedi Cash Outlay $ $ 270,340.00 - $ 92,297.00 132,805.00 $ 152,138.00 $ 182,401.00 $ 559,641.00 4 OYC Existing Financial Recap By the Numbers Total Operating Budget Total Staff Funding Structure: $3.8M 52 Full Time and Part Time Government Funding 30% Foundation and other Grants 30% Individual and Corporate Giving 40% During Construction > During construction, OYC will continue uninterrupted programmatic services. > OYC will continue to provide in school, after school and summer program services for youth in temporary spaces provided by OYC's program partners. > OYC is in the process of identifying additional partners and/or soliciting local developers to secure additional space in Overtown to continue to provide family services to over 400 families thru its United Way's EDEN place resource center After Construction > OYC will serve as the largest economic empowerment center providing a holistic approach to eliminating barriers to success for both children, families , and the community at largest > Expand programmatic services to over 5,000 youth and families over the next 5 years throughout economically disadvantaged communities such as Wynwood, Allapattah, Little Haiti, Little Havana, and eventually as far north as Miami Gardens and as far south as Homestead > Strategically expand youth and family services in the areas of employment services, vocational training opportunities, alternative educational solutions, collaborative programming, and innovative family service solutions. Progress To - Date 12/2017 - Hired SB Friedman as a NMTC consultant 03/2018 — Executed Contract with Design to Form as the Architect of Record 04/2018 — Executed Pro Bono Contract with Kobi Karp 06/2018 — Executed contract with Claro 5 Committed Revenues To - Date Donor, Commitment Mike Fernandez $ 2,000,000.00 Don Soffer $ 2,000,000.00 Micky and Madeleine Arison $ 2,000,000.00 Stuart Miller $ 1,000,000.00 Jane Hsiao $ 1,000,000.00 City of Miami $ 1,000,000.00 Bank of America $ 1,000,000.00 David Storch $ 250,000.00 Steve Holzman $ 280,000.00 Randy Perkins $ 250,000.00 Mark Fisher $ 250,000.00 Jeff Altman $ 500,000.00 Stuart Rothainer $ 3,000.00 Audrey Edmonson $ 10,000.00 TOTAL $ 11,543,000.00 Estimated New Market Tax Credit Allocation 3,500,000.00 Currently Executed Contracts Design to Form - Architect of Record + Mechanical, Structural & Engineering Fees $ 791,000.00 Claro - Owner's Representative $ 323,952.00 ANF- Pre Construction Services $ 50,000.00 6 Long Term Sustainabllity Plan OYC will continue to seek various funding opportunities — i.e. local and government funding. OYC plans to partner with Thelma & Theodore Gibson Charter as an in -school tenant. This partnership plans to yield approximately $250K per year. OYC plans to expand it's participant base; expand its programmatic services to families; and expand it's services into other communities over the next five years. OYC's intended services will attract additional funding opportunities. Building Design 7 Contact Information Tina Brown, Executive Director, Overtown Youth Center E: tina.brown@overtownyouth.org 0: (305) 349-1204 M: (305) 527-2924 Bill Diggs, President, The Mourning Family Foundation E: bdiggs @mourningfamilyfoundation.org 0: (305) 476-0095 8 9 EXHIBIT C ORDINANCE 13790 ADOPTED SEPTEMBER 27, 2018 Doc. No. 1182032 City of Miami Legislation Ordinance: 13790 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 4631 Final Action Date: 9/27/2018 AN ORDINANCE OF THE MIAMI CITY COMMISSION ADOPTING A FINAL BUDGET AND MAKING APPROPRIATIONS RELATING TO OPERATIONAL AND BUDGETARY REQUIREMENTS FOR THE FISCAL YEAR BEGINNING OCTOBER 1, 2018 AND ENDING SEPTEMBER 30, 2019; RATIFYING, APPROVING, AND CONFIRMING CERTAIN NECESSARY ACTIONS OF THE CITY MANAGER AND DESIGNATED CITY DEPARTMENTS IN ORDER TO UPDATE THE RELEVANT DEPARTMENTS, FINANCIAL CONTROLS, PROJECT CLOSE-OUTS, ACCOUNTING ENTRIES, AND COMPUTER SYSTEMS IN CONNECTION THEREWITH AND FOR GRANTS IN PROGRESS; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, pursuant to Sections 200.065(2)(a)(4) and (2)(c), Florida Statutes (2018), the City Manager has prepared and submitted to the City Commission a proposed budget of the expenditures and revenues of all City of Miami ("City") Departments, Offices, and Boards for the Fiscal Year beginning October 1, 2018 and ending September 30, 2019 ("Fiscal Year 2018-19"); and WHEREAS, a copy of the proposed budget has been posted on the City's website and has been on file in the Office of the City Clerk since July 9, 2018; and WHEREAS, the General Fund Budget for Fiscal Year 2018-19 is $763,002,000.00 and the total Budget for all non -capital funds is $1,098,979,000.00; and WHEREAS, the City's final general operating ad valorem millage rate is 7.5865; and WHEREAS, the major source of revenue for the General Fund is derived from the category identified as "Property Taxes" in the amount of $359,685,000.00; and WHEREAS, this proposed budget recommends the transfer of $3.751 million from the Transportation Trust Fund for the expansion of the Trolley Program ($1.2 million to Capital Project Fund and $2.551 million to General Special Revenue Fund); and WHEREAS, expenditures from the Transportation Trust Fund will require authorization by a supermajority of the City Commission, ensuring the money collected will be spent in the best interest of all the residents of and visitors to the City; and WHEREAS, this proposed budget recommends the creation of a new department to be named Human Services which will perform the administrative functions as required to direct and manage the Citywide Initiatives, Workforce Initiatives, Childcare, Health Initiatives and Live Healthy Little Havana, and Veterans Affairs and Homeless Services; and WHEREAS, as part of this proposed budget, the Office of Film and City of Miami Page 1 of 8 File ID: 4631 (Revision: B) Printed On: 7/2/2019 File ID: 4631 Enactment Number: 13790 Entertainment, Office of Transportation Management, and Office of Veterans Affairs and Homeless Services are removed from the City's Table of Organization; and WHEREAS, it is in the best interests of the City to authorize the City Manager to make any necessary changes to adjust, amend, and appropriate the City's Operating Budget, Five -Year Financial Plan, Strategic Plan, and Multi -Year Capital Plan, all for the purposes set forth in this Ordinance; and WHEREAS, it is in the best interests of the City to ratify, approve, and confirm certain necessary actions of the City Manager and designated City Departments in order to update the relevant financial controls, project close-outs, accounting entries, and computer systems in connection therewith and for grants in progress; and WHEREAS, provisions have been duly made by the City Commission for Public Hearings on the proposed budget before the City Commission as a Committee of the Whole and Public Hearings thereon have been held as required pursuant to Section 200.065, Florida Statutes (2018); NOW, THEREFORE, BE IT ORDAINED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Ordinance are adopted by reference and incorporated as if fully set forth in this Section. Section 2. The Proposed Budget, as submitted to the City Commission on July 9, 2018, is incorporated herein by reference and is amended to include all of the applicable changes contained in the memorandum titled "Information for First Budget Hearing — Fiscal Year 2018-19 Proposed Budget," attached and incorporated herein as Exhibit "A," was previously adopted as the tentative budget on first reading. Section 3. The Proposed Budget, as submitted to the City Commission on September 27, 2018, is incorporated herein by reference and is amended to include all of the applicable changes contained in the memorandum titled "Information for Second Budget Hearing — Fiscal Year 2018-19 Proposed Budget," attached and incorporated herein as Exhibit "B," and is hereby adopted. Section 4. The following appropriations are made for the municipal operations of the General Fund for the Fiscal Year 2018-19: City of Miami Page 2 of 8 File ID: 4631 (Revision: B) Printed on: 7/2/2019 File ID: 4631 Enactment Number: 13790 GENERAL FUND APPROPRIATIONS Departments, Boards and Offices: Mayor $ 1,454,000 Commissioners 3,912,000 City Manager 2,850,000 Agenda Coordination 402,000 Auditor General 1,368,000 Building 14,285,000 Capital Improvements 3,658,000 City Attorney 9,356,000 City Clerk 1,845,000 Civil Services 445,000 Code Compliance 6,934,000 Communications 2,149,000 Equal Opportunity and Diversity Programs 464,000 Finance 9,296,000 Fire -Rescue 143,167,000 General Service Administration 25,258,000 Grants Administration 1,712,000 Housing and Community Development 1,689,000 Human Resources 4,736,000 Human Services 4,381,000 Innovation and Technology 13,597,000 Management and Budget 2,499,000 Neighborhood Enhancement Team (NET) 7,382,000 Parks and Recreation 47,754,000 Planning 5,789,000 Police 245,192,000 Procurement 2,572,000 Real Estate and Asset Management 13,090,000 Resilience and Public Works 22,432,000 Resilience and Sustainability 723,000 Risk Management 2,952,000 Solid Waste 33,884,000 Zoning 3,089,000 Transfers -OUT 54,600,000 Non -Departmental ( 68, 086, 000 TOTAL GENERAL FUND $ 763,002,000 City of Miami Page 3 of 8 File ID: 4631 (Revision: B) Printed on: 7/2/2019 File ID: 4631 Enactment Number: 13790 Reserves Based on Financial Integrity Principles: (Included in General Fund — NDA) Contingency Reserves $ 5,000,000 Undesignated Reserves TOTAL RESERVES $ 5,000,000 Section 5. The above appropriations for the municipal operations of the General Fund are made based on the following sources of revenues for Fiscal Year 2018-19: GENERAL FUND REVENUES Property Taxes $ 359,685,000 Franchise Fees and Other Taxes 115,757,000 Interest 3,623,000 Transfers -IN 5,348,000 Fines and Forfeitures 5,460,000 Intergovernmental Revenues 77,579,000 Licenses and Permits 67,037,000 Other Revenues (Inflows) 10,241,000 Charges for Services 118,272,000 TOTAL GENERAL FUND $ 763,002,000 Section 6. The following appropriations are made for the municipal operations of Debt Service Funds for Fiscal Year 2018-19: DEBT SERVICE FUNDS APPROPRIATONS General Obligation Bonds 22,520,000 Special Obligation Bonds 51,303,000 TOTAL DEBT SERVICE FUNDS $ 73,823,000 Section 7. The above appropriations for the municipal operations of Debt Service Funds are made based on the following sources of revenues for Fiscal Year 2018-19: DEBT SERVICE FUNDS REVENUES Property Taxes $ 22,843,000 Transfers -In and Other Revenues 50,980,000 TOTAL DEBT SERVICE FUNDS $ 73,823,000 Section 8. The following appropriations are made for the municipal operations of Special Revenue Funds for Fiscal Year 2018-19: City of Miami Page 4 of 8 File ID: 4631 (Revision: B) Printed on: 7/2/2019 File ID: 4631 Enactment Number: 13790 SPECIAL REVENUE FUNDS General Special Revenue Human Services Planning Services Planning and Zoning Tree Trust Fund Public Art Fund Fire Rescue Services UASI-Fire Rescue NET Offices and Code Enforcement Parks and Recreation Services Police Services Police E911-Wireless Police E911-Non Wireless Police E911-Prepaid Law Enforcement Trust Fund Public Works Services ' Solid Waste Recycling Trust City Clerk Services Community Development' Homeless Program Bayfront/Riverfront Land Acquisition Rouse Miami Ballpark Parking Facilities Departmental Improvement Initiative Transportation and Transit Emergency Funds TOTAL SPECIAL REVENUE FUNDS Tn APPROPRIATIONS $ 3,069,000 458,000 12,601,000 3,610, 000 160,000 3,283, 000 11,644, 000 1,667,000 1,116, 000 8,482,000 2,048,000 1,565,000 3,771,000 1,911,000 16, 512, 000 158,000 1,180, 000 51, 845, 000 2,735,000 1,539,000 5,329,000 9,722,000 17, 333, 000 100,000 $ 161,838,000 Section 9. The above appropriations for the municipal operations of Special Revenue Funds are made based on the following sources of revenues for Fiscal Year 2018- 19: SPECIAL REVENUE FUNDS All Sources TOTAL SPECIAL REVENUE FUNDS REVENUES 161,838,000 161,838,000 Section 10. The following appropriations are made for the municipal operations of Internal Service Funds for Fiscal Year 2018-19: INTERNAL SERVICE FUND Life and Health Insurance Workers' Compensation Others TOTAL INTERNAL SERVICE FUND APPROPRIATIONS $ 63,261, 000 19,204,000 17,851,000 $ 100,316,000 City of Miami Page 5 of 8 File ID: 4631 (Revision: B) Printed on: 7/2/2019 File ID: 4631 Enactment Number: 13790 Section 11. The above appropriations for the municipal operations of Internal Service Funds are made based on the following sources of revenues for Fiscal Year 2018- 19: INTERNAL SERVICE FUND REVENUES All Sources $ 100,316,000 TOTAL INTERNAL SERVICE FUND $ 100,316,000 Section 12. This Ordinance is an ordinance of precedent and all other ordinances and resolutions in conflict with it are held null and void insofar as they pertain to these appropriations; however, no provision contained in this Ordinance shall be construed to violate the Anti -Deficiency Act as set forth in Sections 18-500 through Sections 18-503 of the Code of the City of Miami, Florida, as amended ("City Code"). The appropriations are the anticipated expenditure requirements for the City but are not mandatory should efficient administration of City Departments and Boards or altered economic conditions indicate that a curtailment in certain expenditures is necessary or desirable for the general welfare of the City. The City Manager is specifically authorized' to create awards and to transfer funds between accounts and awards, and to withhold any of these appropriated funds from encumbrance or expenditure should such action appear advantageous to the economic and efficient operation of the City. The City Manager is also authorized' to transfer any excess unrestricted moneys from other funds to the General Fund provided that those are appropriated moneys which are no longer needed to implement the original purpose of the appropriation, which are legally available at the time of such transfer, and whose expenditure is not limited to use for any other specified purpose. Section 13. The City Manager is authorized' to make any necessary changes to adjust, amend, and appropriate the City's Operating Budget, Five -Year Financial Plan, Strategic Plan, and the Multi -Year Capital Plan, with transfers in and/or out, as necessary and applicable, of legally available funds and to designate projects, services, components, values, amounts, and uses, as necessary and applicable, for purposes set forth in this Ordinance. Section 14. All departments and the number of employees designated therein provided for in this budget either by position summary or by the organizational chart are deemed approved by the City Commission. Any permanent change regarding same shall require City Commission approval. Section 15. The City Manager is authorized' to administer the executive pay plan and benefit package to disburse the funds appropriated herein for said purpose in a manner he or she deems appropriate. The City Manager is also authorized' to administer and disburse the City Commission benefit package. With the exception of those positions in which the salary is established by City Commission action, the City Manager is further authorized' to establish the salaries of those employees in executive and staff positions in accordance with the executive and staff pay plan. These employees may receive any salary increases given in Section 16. Section 16. The City Manager is authorized' to disburse any funds that may be designated by the City Commission as cost -of -living or other pay adjustments to Civil Service, executive, and staff employees as may be approved by the City Manager. 1 The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to, those prescribed by applicable City Charter and City Code provisions. City of Miami Page 6 of 8 File ID: 4631 (Revision: B) Printed on: 7/2/2019 File ID: 4631 Enactment Number: 13790 Section 17. Nothing contained in this Ordinance shall be construed as to prohibit or prevent the City Manager, the City's administrative head who is responsible for the efficient administration of all Departments, from exercising the power granted to and imposed upon him in the Charter of the City of Miami, Florida, as amended ("Charter"), to fix, adjust, raise, or lower salaries and to create, abolish, fill, or hold vacant, temporary, or permanent positions whenever it has been determined by the City Manager to be in the best interest of efficient and economical administration of the City and all its Departments. The authority contained in this Section shall also be applicable whenever the City Manager shall cause a Department to reorganize itself to perform its services more efficiently. Such reorganization may include reduction of budgeted positions, reclassification of positions, and alteration of the number of budgeted positions in any given classification. Section 18. The transfer of funds between the detailed accounts comprising any separate amount appropriated by the above sections hereof is approved and authorized when such transfer shall have been made at the request of the City Manager and when such transfer shall have been made of any part of an unencumbered balance of an appropriation to or for a purpose or object for which the appropriation for the herein fiscal year has proved insufficient. Section 19. The transfer of funds between the detailed accounts comprising any separate amount appropriated by the above sections hereof is approved and authorized when such transfer of funds is made at the request of the City Manager and when such transfer is to be made between the detailed accounts appropriated to the same office, department, or division. Section 20. To effect salary adjustments, the City Manager is further authorized' to make departmental and other transfers from any reserve accounts established in the General Fund and is authorized' to approve transfers for any unforeseen requirements of all appropriated funds as may be required so long as such transfer is consistent with the provisions contained in Chapter 18, Article IX of the City Code. Section 21. To facilitate effective budgetary control and sound fiscal management, the City Manager is further authorized' to transfer funds from departmental budget reserve accounts to the Emergency Account of Non -Departmental Accounts to other Funds, and to departmental budget reserve accounts from the Emergency Account of Non -Departmental Accounts to other Funds. Section 22. The Emergency Account is declared to be appropriated to meet emergency expenses and is subject to expenditure by the City Manager for any emergency purpose. Section 23. Except as herein provided, transfers between items appropriated shall be authorized by resolution(s) or ordinance(s) amendatory hereto, except that (a) transfers from the Non -Departmental Accounts may be made by resolution and (b) any mid -year budget amendment(s) that do not involve any changes of City Departments may be made by resolution. Section 24. The City Manager is authorized' to invite or advertise for bids for the purchase of any material, equipment, physical improvement, or service provided by the aforementioned appropriations or which may be provided for in accordance with the authority of Chapter 18 of the City Code for which formal bidding is required, such bids to be returnable to A City of Miami Page 7 of 8 File ID: 4631 (Revision: B) Printed on: 7/2/2019 File ID: 4631 Enactment Number: 13790 the City Commission or City Manager in accordance with Charter or Code provisions. Section 25. Expenditure of the herein appropriated funds is authorized in the procurement of goods and services by award or contract for the same by the City Commission following the use, if applicable, of competitive negotiations unless the award of such contract by the City Manager is expressly allowed under City Code provisions. Section 26. Certain necessary actions by the City Manager and the designated City Departments in order to update the relevant Departments, financial controls, project close- outs, accounting entries, and computer systems in connection therewith and for grants in progress, are hereby ratified, approved, and confirmed. Section 27. This Ordinance shall become effective immediately upon its second reading, adoption, and signature of the Mayor.2 APPROVED AS TO FORM AND CORRECTNESS: ndez, ity ttor ey 10/1/2018 2 This Ordinance shall become effective as specified herein unless vetoed by the Mayor within ten (10) days from the date it was passed and adopted. If the Mayor vetoes this Ordinance, it shall become effective immediately upon override of the veto by the City Commission or upon the effective date stated herein, whichever is later. City of Miami Page 8 of 8 File ID: 4631 (Revision: B) Printed on: 7/2/2019 Table of Contents NDA Schedule Program Account Description FY 2017-18 Adopted Budget FY 2018-19 Adopted Budget Description 346 NW 29th St LLC Tax Abatement Settlement Year 2 549000 Other Current Charges and Obligation 0 2,000,000 Payment of the 346 NW 29th St LLC Settlement Citywide Subscriptions and Memberships 554000 Subscription, Membership, License 92,000 103,000 Annual membership fee to the Miami -Dade County League of Cities ($20,000), the Florida League of Cities ($40,500), the National League of Cities ($19,000), the Greater of Miami Chamber of Commerce ($3,100), and the annual subscription for legislative research ($1,900), International Hispanic Network ($2,000), Network Forum for Black Public Administrators ($5,000); Sister Cities International ($2,000); US Conference of Mayors ($9,000) Civilian Investigative Panel (CIP) 881000 Aids to Government Agencies 1,174,000 1,174,000 City contribution to the Civilian Investigative Panel Virginia Key Beach Trust (VKBT) 881000 Aids to Government Agencies 300,000 300,000 City contribution to the Virginia Key Beach Trust Liberty City Community Revitalization Trust 881000 Aids to Government Agencies 199,000 199,000 City contribution to the Liberty City Community Revitalization Trust Latin Champions Professional Golf Association 881000 Aids to Government Agencies 50,000 50,000 City contribution to the Latin Champions Professional Golf Association Coconut Grove Business Improvement District 882000 Aids to Private Organizations 280,000 280,000 Contribution of 20 percent of the Parking Surcharge in the Coconut Grove Business Improvement District Do The Right Thing 882000 Aids to Private Organizations 110,000 110,000 City Contribution to Do The Right Thing Police Athletic League 882000 Aids to Private Organizations 400,000 400,000 City Contribution to Police Athletic League Camillus House Day Program 882000 Aids to Private Organizations 100,000 100,000 Camillus House Day Program City Year 882000 Aids to Private Organizations 100,000 100,000 City Year Program Overtown.Youth) 882000 Aids to:Private Organizations) 0 (1,000,000OvertownYouth:Center) Center; Super Bowl 882000 Aids to Private Organizations 0 500,000 Super Bowl 2020 Downtown Employment Program 882000 Aids to Private Organizations 63,000 Downtown Employment Program Reserve for Uncollectables 896000 Budget Reserve 9,126,000 5,779,000 Budget reserve for uncollectable revenues City Manager's Reserve 896000 Budget Reserve 200,000 125,000 Reserve for other uses to be determined during the fiscal year Police Training Reserve 896000 Budget Reserve 100,000 100,000 Police Training Reserve 348 EXHIBIT D CONSTRUCTION AND EXPANSION ACTIVITIES Doc. No. 1182032 ID 0 rmdaoske Task Nae IDuration m I Start Finish Halt2,2r18I Hall m . 1 s 11019Half2, 21019N Hal; . . 1 s 1. 21020Half2. 21020IFNI:1,21021 m ,,,, ,, N 1 2 3 4 5 6 7 8 9 10 .0 ..0 isir .0 V .0 V .4 V .0 V MP , V. .0, i V t.ri ; .,,,, ..71 Overtown Youth Center Development Schedule 683 days -Toe 9/4/18 ;Thu 4/15/21 Concept and Entitlement Phase 304 days flue 9/4/18 Fri 11/1/19 Concept Design Phase 37 days iTue 9/4/18 Wed 10/24/1 Preliminary Concept Design Package 20 days Tue 9/4/18 ;Mon 10/1/18 . . Owner Presentation 1 day ,Tue 10/2/18 Tue 10/2/18 Revise Concept Design 15 days Wed 10/3/18 Tue 10/23/18 Final Concept Design/Owner Presentation 1 day Wed 10/24/18 Wed 10/24/1: Entitlement Design Phase 55 days ITue 9/18/18 Mon 12/3/18 Predevelopment Review Conference ,I. day Tue 9/18/18 Tue 9/18/18 Preliminary Entitlement Design ,15 days ;Thu 10/25/18 Wed 11/14/1 ...... 1--I 3 ' 8 Liii...................1 11 12 13 14 15 16 17 V .1 ' Owner Review Meeting and Comment 5 days 1Thu 11/15/18 Wed 11/21/1 V .4 : , Finalize Entitlement Package for City Submission 8 days [Thu 11/22/18 Mon 12/3/18 01 . Entitlement Presubmission Package to Owner/Attorney 109 days The 12/4/18 Fri 5/3/19 11/ 5 18 .0 Waiver/Warrant/Exemption/Variance Process . 130 days Mon 5/6/19 Fri 11/1/19 1 I 19 20 21 22 23 24 040 - Requirements, process and public hearings -TBD 130 days Mon 5/6/19 Fri 11/1/19 .0 Document Development and Permitting '264 days Wed 12/5/18 Mon 12/9/19 1 .1 : Consultants, Testing and Inspection for Design 88 days Wed 12/5/18 Fri 4/5/19 ort. .33 ' Fully Engage Architect for the Work (101) 36 days Wed 12/5/18 Wed 1/23/19 . . , . . ... . ... .,.... .. .... .. ... . . 1.7. , Engage Geotech and Perform Testing .78 days Wed 12/5/18 Fri 3/22/19 V .1 . Engage and Obtain Update Site Survey 88 days Wed 12/5/18 .Fri 4/5/19 I . , _ „.., 25 26 27 28 29 30 31 32 33 34 35 V .0 - Engage and Obtain Phase 1 Environmental Survey 78 days Wed 12/5/18 ,Fri 3/22/19 0.1 • Engage and Obtain Life Safety Report 45 days IWed12/5/18 Tue 2/5/19 ..t Design Development Documents 92 days 1Thu 1/24/19 'Fri 5/31/19 V .11 Prepare Schematic Design Documents 37 days :Thu 1/24/19 Fri 3/15/19 .1 50% Design Development Documents 20 days Mon 4/8/19 Fri 5/3/19 .4.1 100% DD Pricing and Owner Review 20 days iMon 5/6/19 .Fri 5/31/19 sT1 Prepare Construction Documents 90 days Mon 6/3/19 Fri 10/4/19 tur. ,• 33% Construction Documents _30 days Mon 6/3/19 Fri 7/12/19 ... 66% Construction Documents (Demo Permit Submittal) 730 days :Mon 7/15/19 Fri 8/23/19 .0 100% Construction Documents (Full Permit Submittal) 30 days Mon 8/26/19 Fri 10/4/19 .51 County and State Permit Submittals / Approvals 100 days Mon 7/22/19 Fri 12/6/19 - -I 36 37 38 .0 First San. Submitall for DERM Approvals 40 days on 7/22/19 Fri 9/13/19 .1 , Full Run - Submit for DERM Approvals 40 days 'Mon 7/22/19 Fri 9/13/19 .0 Submit for FDOT Approvals 60 days Mon 9/16/19 Fri 12/6/19 Task Project Snn,rn: 1 1 Manual Task Start -only E Deadline a Project: OYC Development Sche Date: Wed 6/5/19 Split Inactive Task Duration -only Finish -only 3 Progress 0 d Milestone Inactive Milestone Manual Summary Rollup ExtemalTasks - - - --- a Manual Progress Summary Inactive Summary 1 1 Manuel Summary • External Milestone a> Page 1 ID 0 rmaosdke Task Name [Duration Start Finish Hal; 2, 20185 1 N Hal; 1, 1019m m H jf 2, 2019, I Hal15 ; 1, 1020m i HI 2, 40201s 1 N !Hai 1, 1021m 1 m M 39 40 41 42 43 44 45 46 ,.!: Submit for MDWASD Approvals 40 days Mon 9/16/19 Fri 11/8/19 'MI Submit for Health Department Approvals 20 days Mon 11/11/19 Fri 12/6/19 ,... , City Class II Permit Submittal Approvals 80 days '5don 7/15/19 Fri 11/1/19 5 : Submit to City of Miami Bldg - Get Process Number 5 day Mon 7/15/19 Fri 7/19/19 .4 Review of Documents by Private Provider 30 days I,Aon 8/26/19 Fri 10/4/19 ,m. First Run - Review by Fire 10 days Mon 10/7/19 Fri 10/18/19 M. , First Run - Review by Zoning 10 days Mon 10/7/19 'Fri 10/18/19 aa First Run - Review by Public Works 10 days Mon 10/7/19 .Fri 10/18/19 7 • e ... 4611f1 _ 12 9 47 48 49 50 .M. ; First Run - Review by Urban Forestry .10 days 'Mon 10/7/19 Fri 10/18/19 Mt ' Demo and Foundations Permit Issued by City of Miami 1 day Fri 11/1/19 Frill/1/19 M. ' City Class I Permit Submittal Approvals 61 days Mon 9/16/19 Mon 12/9/19 M. : Full Review by Fire 30 days 'Mon 9/16/19 Fri 10/25/19 . 51 52 53 54 55 56 57 M. ' Full Review by Zoning 30 days -Mon 9/16/19 Fri 10/25/19 PS Full Review by Public Works 30days Mon 9/16/19 :Fri 10/25/19 ,7°. Full Review by Urban Forestry 40 days Mon 9/16/19 Fri 11/8/19 Mt Full Vertical Permit Authorizations all Jurisidictions 1 day Mon 12/9/19 Mon 12/9/19 on Construction (14 Month Duration) '399 days iMon 10/7/19 Thu 4/15/21 .8 , Final Pricing Complete Scope / NTP Issued 20 days Mon 10/7/19 Fri 11/1/19 .,..... • M., . Demolition and Foundations 60 days Mon 11/4/19 Fri 1/24/20 .M, . Shell Structure / Dry -In 80 days ;Mon 1/27/20 Fri 5/15/20 .5 i Site and Utility Work 130 days ;Mon 1/27/20 Fri 7/24/20 RI Interior and Finishes 130 days Mon 5/18/20 Fri 11/13/20 Mt , Punchlist and Final Inspections 22 days 'Mon 11/16/20 Tue 12/15/20 An , TCO / FF&E / OS&E / Facility Startup 22 days Wed 12/16/20 Thu 1/14/21 . M. 1 Certificate of Occupancy 65 days •Fri 1/15/21 Thu 4/15/21 58 59 60 61 62 63 4- , Project: OYC Development Sche Date: Wed 6/5/19 Task - -1 Project Summary 5 1 Manual Task 6 - ,5 Start -only C Deadline o Spin I Inactive Task Duratton-only Finish -only ] Progress ""—'—'—''''', Milestone 0 Inactive Milestone 0 Manual Summary Rollup Ext rnal Tasks ,, Manual Progress Summary Inactrve Summary 1""..' 1 Manual Summary 1 External Milestone 0 • Page 2 EXHIBIT E INSURANCE REQUIREMENTS Doc. No. 1182032 INSURANCE REQUIREMENTS- OVERTOWN YOUTH CENTER, INC. CAPITAL IMPROVEMENTS AGREEMENT I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $2,000,000 Personal and Adv. Injury $1,000,000 Products/Completed Operations $1,000,000 B. Covered Exposures and Endorsements City of Miami included as an additional insured. Primary and Non Contributory Endorsement Contingent and Contractual Liability Premises and Operations Sexual Abuse and Molestation Coverage II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident $1,000,000 B. Endorsements Required City of Miami included as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer's Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit IV. Professional/Error's & Omissions Liability Combined Single Limit Each Claim $1,000,000 General Aggregate Limit $1,000,000 Retro Date Included V. Umbrella Liability Each Occurrence Policy Aggregate $1,000,000 $1,000,000 Excess follow form over all applicable liability policies contained herein VI. Property Commercial Property Insurance covering the Building, including fixtures, equipment, and improvements on an All Risk/Direct Physical Loss or Damage basis including the perils of windstorm and hail, and flood. Coverage should be included for demolition and increased cost of construction that are caused by legal requirements regulating the construction or repair of damaged facilities or subject property, and including ordinance and law coverage. The valuation should be subject to replacement cost of the property insured. In addition, the policy should afford coverage for boiler and machinery and sprinkler leakage, if applicable, along with business income coverage. The City shall be included as additional insured and loss payee. VII. Crime Coverage Employee Dishonesty, Theft, forgery and alteration, money and securities The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. EXHIBIT E INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE- OVERTOWN YOUTH CENTER INC CONSTRUCTION PHASE Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $1,000,000 B. Endorsements Required City of Miami listed as an additional insured Continent and Contractual Liability Primary and Non Contributory Clause Endorsement Premises/Operations liability Explosion, Collapse and Underground Hazard II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami listed as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation Employer's Liability A. Limits of Liability $500,000 for bodily injury caused by an accident, each accident. $500,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit IV. Umbrella Policy A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $ 1,000,000 Aggregate $ 1,000,000 City of Miami listed as an additional insured Excess Follow Form over all applicable liability policies V. Owners & Contractor's Protective Each Occurrence General Aggregate City of Miami listed as named insured $1,000,000 $1,000,000 VI. Payment and Performance Bond $TBD City of Miami listed as Obligee VII. Builders' Risk Causes of Loss: All Risk -Specific Coverage Project Location Valuation: Replacement Cost Deductible: $10,000 All other Perils 5% maximum on Wind City of Miami listed as additional insured and loss payee A. Limit/Value at Location or Site $ B. Coverage Extensions: As provided by the carrier The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. OVERYOU-01 '` RLT CERTIFICATE OF LIABILITY INSURANCE �+�^'� DATE(MM/DD/YYYY) 08/27/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE. COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # 194467 Integro USA Inc. d/b/a Integro Insurance Brokers 2727 Paces Ferry Road, Building Two, Suite 1500 Atlanta, GA 30339 CONTACT NAME: (Palo, Ext): 1 (678) 324-3300 (alc, Na):1 (678) 324-3303 ADDRESS: INSURER(S) AFFORDING COVERAGE NAIL # INSURER A: Philadelphia Indemnity Insurance Company 18058 INSURED Overtown Youth Center, Inc. Randy Escoffery 450 NW 14th Street Miami, FL 33136 INSURERB:Technology Insurance Company 42376 INSURER C INSURER D : INSURERE: INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLIC ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DDIYYYYI POLICY EXP IMM/DDIYYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY X PHPK2000250 07/01/2019 07/01/2020 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGETORENTED PREMISES (Ea occurrence) 100,000 $ MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES JE� PER: LOC GENERAL AGGREGATE $ 3,000,000 PRODUCTS - COMP/OP AGG $ 3,000,000 PROFESSIONAL $ 1,000,000 A AUTOMOBILE X _ X LIABILITY ANY AUTO OWNED AUTOS ONLY AUTOS ONLY X X SCHEDULED AUTOS NON-OWNEDUUTN PHPK2000250 07/01/2019 07/01/2020 COMBINED SINGLE LIMIT (Ea accident) 1,000,000 $ BODILYINJURY(Perperson) $ BODILY INJURY (Per accident) $ (Peer accidentDAMAGE $ $ A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE X PHUB681735 07/01/2019 07/01/2020 EACH OCCURRENCE $ 3,000,000 AGGREGATE $ 3,000,000 DED I X RETENTION $ 10,000 $ 3,000,000 B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY EXCLUDED? PROPRIETOR/PARTNER/EXECUTIVE (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y/ N N / A TWC3800270 07/01/2019 07/01/2020 PER EOTH R E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT 1,000,000 $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Certificate holder is an additional insured with respect to the liability arising out of the operations of the named insured. The General Liability policy is primary and non-contributory as required by written contract per Form PI-GL-005(07/12). The General Liability policy includes $500,000 Each Occurrence/$500,000 Aggregate Abuse & Molestation coverage. CERTIFICATE HOLDER CANCELLATION City of Miami 444 SW 2nd Avenue Miami, FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AWiRL8 OVERYOU-01 CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YYYY) 06/27/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # 194467 Integro USA Inc. d/b/a Integro Insurance Brokers 2727 Paces Ferry Road, Building Two, Suite 1500 Atlanta, GA 30339 INSURED Overtown Youth Center, Inc. Randy Escoffery 450 NW 14th Street Miami, FL 33136 CONTACT NAME: (A/CC,NNo, Ext): 1 (678) 324-3300 E-MAIL ADDRESS: (arc, No):1 (678) 324-3303 INSURER(S) AFFORDING COVERAGE INSURER A:Phlladelphia Indemnity Insurance Company _ INSURERS _ Technology Insurance Company __ INSURER C : NAIC # 18058 42376 -. INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE DG\/ICIr d All IIIAC2CD- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE {JSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR THER CUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLIC ES SCRI HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. SHOWN MAY HAVE BEEN REDUCED BY PAI CLAI INSR TYPE OF INSURANCE IANSD IILIMITS SWVD 1 POLICY NUMBER I (MMILDD//YY EYFYYI (M /DDY YL LIMITS A X COMMERCIAL GENERAL X LIABILITY OCCUR X PHPK2000250 ri _ �' 'U IEACH I 1019 q Y 0 1/2020 OCCURRENCE $ 1,000,000 ! CLAIMS -MADE DA GE TO RENTED MISES (Ea occurrence) $ 100,000 MED EXP (Any one person) $ 5,000 PERSONAL BADVINJURY $ 1,000,000 _GEM_ AGGREGATE LIMIITAPPLIES POLICY 1 1 JECT OTHER: PER: GENERAL AGGREGATE $ $ 3,000,000 3'000,000 1 LOC PRODUCTS - COMP/OP AGG PROFESSIONAL $ 1,000,000 A AUTOMOBILELIABILITY X -- X ANY AUTO AUTOS ONLY ED HIRED AUTOS ONLY X I SCHEDULEDUTOS X INON-OWNED AUTOS ONLY PHPK2000250 i 07/01/2019 i 07/01/2020 COMBINED SINGLE, LIMIT (Ea accident) $ 1,000,000 BODILY INJURY LPe person) _ BODILY INJURY (Per accident) $ _ $ $ PROPERTY DAMAGE (Per accident) $ A X UMBRELLA LIAB EXCESS UAB X OCCUR CLAIMS -MADE X PHUB681735 07/01/2019 07/01/2020 EACH OCCURRENCE $ 3,000,000 AGGREGATE $ 3,000,000 DEDlTRETENTION $ 10,000 $ 3,000,000 B AND EMPLOY RS' LIABIIOTM Y / N PROPRIETOR/PARTNER/EXECUTIVEANYIREXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below N 1 A TWC3800270 i 07/01/2019 07/01/2020 STATUTE I ERH E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 i I I DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Certificate holder is an additional insured with respect to the liability arising out of the operations of the named insured. CERTIFICATE HOLDER CANCELLATION City of Miami 444 SW 2nd Avenue Miami, FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ACORD 25 (2016/03) PI-GL-005 (07/12) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED PRIMARY AND NON-CONTRIBUTORY INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Effective Date: 07/01/2017 Name of Person or Organization (Additional Insured): City of Miami 444 SW 2nd Ave Miami, FL 33130-1910 SECTION II — WHO IS AN INSURED is amended to include as an additional insured the person(s) or organization(s) shown in the endorsement Schedule, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of or relating to your negligence in the performance of "your work" for such person(s) or organization(s) that occurs on or after the effective date shown in the endorsement Schedule. This insurance is primary to and non-contributory with any other insurance maintained by the person or organization (Additional Insured), except for Toss resulting from the sole negligence of that person or organization. This condition applies even if other valid and collectible insurance is available to the Additional Insured for a loss or "occurrence" we cover for this Additional Insured. The Additional Insured's limits of insurance do not increase our limits of insurance, as described in SECTION III — LIMITS OF INSURANCE. All other terms, conditions, and exclusions under the policy are applicable to this endorsement and remain unchanged. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. DISBURSEMENT AGREEMENT CITY OF MIAMI OVERTOWN YOUTH CENTER, INC. EXHIBIT F CORPORATE AUTHORIZATION Doc. No. 1182032 rOVERTOWN YOUTH CENTER Avreermirti YOUTH CEENTEk 450 NW 14th St. Miami, FL 33136 P. 305.349.1204 F.305.349.1214 www.overtownyouth.org Corporate Resolution WHEREAS, Overtown Youth Center, a Florida non-profit, desires to enter into a Agreement with the City of Miami, a copy of which is attached hereto; and WHEREAS, the Board of Directors at a duly held corporate meeting has considered the matter in accordance with the Articles and By -Laws of the not -for -profit corporation; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that Tina Brown is hereby authorized and instructed to enter into the Agreement and undertake the responsibilities and obligations as stated in such proposed Agreement in the name and on behalf of this corporation with the City of Miami upon terms and conditions contained in the proposed Agreement to which this resolution is attached. DATED this day of ATTEST: Oveout Center, Board Chair Print Name: S phen Marino Executi Print N e Director me: Tina Brown Overtown Youth Cen er, Finance Director (CORPORATE SEAL) Print Name: Randy E coffery ok a Yance Torres =COMMISSION 1 GG223719 �= EXPIRES: RES: May 31, 2022 Bonded ihru Aaron Notary DIVISION OF CORPORATIONS DtvtJJOH of F+ilrid%! Department of State / Division of Corporations / Search Records / Detail By Document Number / Detail by Entity Name Florida Not For Profit Corporation OVERTOWN YOUTH CENTER, INC. Filing Information Document Number N00000006972 FEI/EIN Number 65-1048896 Date Filed 10/19/2000 State FL Status ACTIVE Last Event AMENDED AND RESTATED ARTICLES Event Date Filed 07/20/2010 Event Effective Date NONE Principal Address 450 NW 14TH STREET MIAMI, FL 33136 Changed: 04/11/2011 Mailing Address 450 NW 14TH STREET MIAMI, FL 33136 Changed: 05/01/2014 Registered Agent Name & Address Mourning Family Foundation, INC. 450 NW 14TH STREET MIAMI, FL 33136 Name Changed: 01/16/2013 Address Changed: 01/17/2012 Officer/Director Detail Name & Address Title DP MOURNING, ALONZO HJR. 450 NW 14TH STREET MIAMI, FL 33136 Title ED BROWN, TINA 450 NW 14TH STREET MIAMI, FL 33136 Title D SICLE, CANDY 5750 COLLINS AVE 11B MIAMI BEACH, FL 33140 Title DT MARINO, STEPHEN A 100 SE 2ND STREET - 30TH FLOOR MIAMI, FL 33131 Annual Reports Report Year Filed Date 2017 05/01/2017 2018 03/14/2018 2019 01/28/2019 Document Images 01/28/2019 --ANNUAL REPORT 03/14/2018 — ANNUAL REPORT 05/01/2017 — ANNUAL REPORT 04/18/2016 — ANNUAL REPORT 01/15/2015 —ANNUAL REPORT 05/01/2014 — ANNUAL REPORT 01/16/2013 -- ANNUAL REPORT 04/13/2012 — ANNUAL REPORT 01/17/2012 — ANNUAL REPORT 04/11/2011 --ANNUAL REPORT 07/20/2010 — Amended and Restated Articles 02/24/2010 — ANNUAL REPORT 01/05/2009 --ANNUAL REPORT 02/27/2008 -- ANNUAL REPORT 06/12/2007 —ANNUAL REPORT 10/10/2006 — REINSTATEMENT 04/25/2005 — ANNUAL REPORT 04/29/2004 — ANNUAL REPORT View image in PDF format View image in PDF. format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format 12/10/2003 -- Amended and Restated Articles View image in PDF format 04/26/2003 —ANNUAL REPORT View image in PDF format 05/14/2002 -- ANNUAL REPORT View image in PDF format U2/28/2001 — ANNUAL REPUK I 02/14/2001 -- Amended and Restated Articles 10/19/2000 — Domestic Non -Profit view image in I'uF format View image in PDF format View image in PDF format iarida Depan-moot of State, Division or Corporations OVERTOWN YOUTH CENTER CAPITAL CAMPAIGN Mourning Family Foundation_ Overtown Youth Center MOURNING FAMILY FOUNDATION Overtown Youth Center Attention: Tina Brown 450 NW 14th Street INVOICE NO. Miami, Florida 33136 DATE Phone: 305.349.1204 CUSTOMER ID TO City of Miami 444 SW 2nd Avenue Miami, FL 33130 07.15.2019 - City of Miami July 15, 2019 IICONTACT IIPURPOSE IIPAYMENTTERMS IIDUE DATE II TINA BROWN CAPITAL CAMPAIGN COMMITMENT 2018-2027 Due upon receipt 7/15/19 IIQUANTITY IIDESCRIPTION II UNIT PRICE IILINE TOTAL 1.00 Capital Campaign Payment Qualified Non Profit: Overtown Youth Center - 501c3 EIN #65 -1048896 EXEMPT #85-8012747429C-7 For the Purpose of: Constructing a new Facility and Expanding Programmatic Services $ 1,000,000.00 $ 1,000,000.00 SUBTOTAL $ 1,000,000.00 TOTAL $ 1,000,000.00 Make ALL checks payable to the Overtown Youth Center THANK YOU Inspire. Empower. Enrich. EXPOSE 3olg Form W-9 (Rev. October 2018) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification ► Go to www.irs.govIFormW9 for instructions and The latest information. Give Form to the requester. Do not send to the IRS. (as shown on your income tax return). N his line; do not leave this tine blank. Business nam disre e tity name, if ditfereove -On t Checkappropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the following seven boxes. ❑ IndividuaVsole proprietor or 0 C Corporation ❑ S Corporation ❑ Partnership ❑ Trust/estate single -member LLC ❑ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) P. Note: Check the appropriate box in the line above for the tax classification of the single -member owner. Do not check LLC if the LLC is classified as a single -member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single -member LLC that disregarded from the owner should chec a appropriate box for the tax lassification of its owner. • [Other (see instructions} ► �� �((� 0 h \7o — Li Address (number, street. and a t. or suite no. S instructions 6 City. sta e, and ZIP code 7 List account number(s) here. 4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3): Exempt payee code (if any) Exemption from FATCA reporting code (if any) Requester's name and address (optional) Part 1 Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box, The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social secur. y number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for F art I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later. Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Number To Give the Requester for guidelines on whose number to enter. Social security number or Employer identification number t D �{ Certification Under penalties of perjjury,1 certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding. or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. I am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cr.. s o item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and .ivld7y* on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured • rop -tilt!: cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you . e nr' • uired to :n the certification, but you must provide your correct TIN. See the instructions tor Part ll, later. Sign Here Signature of U.S. person_► General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published. go to www.frs.gov/FormW9. Purpose of Form - An individual or entity (Form W-9 requester) who is required to file an information retum with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (MN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information retum the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following. • Form 1099-INT (interest eamed or paid) Date ► l ` f 1 (CI • Form 1099-DIV (dividends, including those from stocks or mutual funds) • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from real estate transactions) • Form 1099-K (merchant card and third party network transactions) • Form 1098 (home mortgage interest), 1098-E (student loan interest). 1098-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later. Cat. No. 10231X Form W-9 (Rev. 10-2018)