HomeMy WebLinkAbout26156AGREEMENT INFORMATION
AGREEMENT NUMBER
26156
NAME/TYPE OF AGREEMENT
COCONUT GROVE SAILING CLUB, INC.
DESCRIPTION
LEASE AGREEMENT/2990 SOUTH BAYSHORE DRIVE, MIAMI,
FLORIDA/FILE ID: 18546/R-25-0527/MATTER ID: 25-481
EFFECTIVE DATE
June 9, 2026
ATTESTED BY
TODD B. HANNON
ATTESTED DATE
6/9/2026
DATE RECEIVED FROM ISSUING
DEPT.
6/9/2026
NOTE
DOCUSIGN AGREEMENT BY EMAIL
LEASE AGREEMENT
BETWEEN THE
CITY OF MIAMI
AND
COCONUT GROVE SAILING CLUB, INC.
FOR THE OCCUPANCY OF THE PROPERTY
LOCATED AT 2990 SOUTH BAYSHORE DRIVE
MIAMI, FLORIDA
TABLE OF CONTENTS
Page
ARTICLE I ARTICLE 1 DEFINITIONS 2
1.1 Definitions 2
ARTICLE II PROPERTY 5
2.1 Description of Property. 5
ARTICLE III TERM OF AGREEMENT 5
3.1 Length of Term and Commencement Date 5
3.2 Intentionally Deleted 5
ARTICLE IV USE 6
4.1 Permitted Use 6
4.2 Limitations on Commercial Activities.. 6
4.3 Additional Limitations on Use of Property 7
4.4 Waste or Nuisance. 7
4.5 Governmental Regulations 7
4.6 Surrender of Property. 8
4.7 Mooring Field Amenities. 8
ARTICLE V STATE APPROVAL 8
5.1 State Approval. 8
ARTICLE VI CONTINUOUS DUTY TO OPERATE 9
ARTICLE VII HAZARDOUS SUBSTANCE 9
7.1 Hazardous Substance. 10
7.2 Indemnification for Hazardous Materials. 10
7.3 Radon Gas. 11
7.4 Environmental Condition of Property; City Disclaimer. 11
7.5 Disclosure, Warning and Notice Obligations. 11
7.6 Environmental Tests and Audits. 11
7.7 Survival of Tenant's Obligations. 11
ARTICLE VIII RENT AND OTHER PAYMENTS 11
8.1 Minimum Monthly Rent & Percentage Rent(s) 11
8.1.1 Minimum Rent Payment .11
8.1.2 Percentage Rent 12
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TABLE OF CONTENTS
(continued)
Page
8.1.3 Additional Rent 14
8.1.4 Taxes and Assessments 14
8.2 Manner of Payment 14
8.3 Triple Net Lease 15
8.4 Holdover. 15
8.5 Returned Check Fee 15
8.6 Late Charges. 15
8.7 Adjustment of Minimum Monthly Rent and Security. 16
8.8 Security Deposit 16
ARTICLE IX PROGRAM OPERATORS/INDEPENDENT CONTRACTORS 17
9.1 Program Operators and Independent Contractors 17
ARTICLE X MAINTENANCE 17
10.1 Condition of the Property and Maintenance. 17
10.2 Preventive Maintenance and Services. 18
10.3 Preventive Maintenance Reserve Requirement. 19
ARTICLE XI AUDITS AND REPORTING 19
11.1 Records of Sales 19
11.2 Rate Sheet. 19
11.3 Audit Report 20
11.4 Annual Report . 21
11.5 Preventive Maintenance Inspection Report. 21
ARTICLE XII POSSESSION AND CONSTRUCTION OF IMPROVEMENTS 22
12.1 Delivery of Possession of Subject Property 22
12.2 Alterations. 22
12.3 Construction Bonds 22
12.4 Contractor Requirements. 22
12.5 No Liens 23
12.6 Tenant's Construction and Improvement Obligations. 23
12.7 Licenses, Authorizations and Permits. 24
ARTICLE XIII ASSIGNMENT AND SUBLETTING 24
ARTICLE XIV OWNERSHIP OF IMPROVEMENTS AND PROPERTY 24
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TABLE OF CONTENTS
(continued)
Page
14.1 Ownership of Improvements and Personal Property. 24
ARTICLE XV NO LIABILITY 25
15.1 No Liability. 25
15.2 Force Majeure. 25
ARTICLE XVI COMPLIANCE WITH LAWS 26
16.1 Compliance With Laws 26
16.2 Non-discrimination. 27
16.3 No Discrimination in Hiring. 27
16.4 Americans with Disability Act 27
16.5 Conflict of Interest. 27
ARTICLE XVII COMMUNITY SERVICES 28
ARTICLE XVIII INSURANCE AND INDEMNIFICATION 28
18.1 Insurance. 28
18.2 Commercial General Liability. 28
18.3 Business Auto Liability 28
18.4 Workers' Compensation & Employers Liability. 28
18.5 Property, Wind, & Flood Insurance. 28
18.6 Umbrella Liability 29
18.7 Protection and Indemnity . 29
18.8 Liquor Liability 29
18.9 Additional Insured Endorsement . 29
18.10 Loss Payee Endorsement. 30
18.11 Certificate of Insurance. 30
18.12 Waiver of Subrogation .30
18.13 Premium and Proceeds 31
18.14 Deductibles, Coinsurance, & Self -Insured Retention .31
18.15 Right to Review, Reject or Adjust Insurance 31
18.16 No Representation of Coverage Adequacy. 31
18.17 Insurance for Special Events and Outside Persons/Groups. 31
18.18 Pollution Legal Liability. 32
18.19 Indemnification. 32
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TABLE OF CONTENTS
(continued)
Page
ARTICLE XIX DESTRUCTION OF PROPERTY 32
20.1 Default Provisions 32
20.2 Termination And Remedies For Default 35
ARTICLE XX MISCELLANEOUS PROVISIONS 36
21.1 City's Access to Property 36
21.2 Public Records. 37
21.3 Notices. 38
21.4 Advertising 39
21.5 Waiver 39
21.6 Waiver of Jury Trial. 39
21.7 Invalidity. 39
21.8 Time of Essence. 39
21.9 No Interpretation Against Draftsmen 39
21. 10 Further Acts. 39
21.11 Litigation 39
21.12 Attorney's Fees .40
21.13 Third Party Beneficiary 40
21.14 No Partnership. 40
21.15 No Recordation. 40
21.16 Amendments and Modifications. 40
21.17 Titles and Headings 40
21.18 City's Rights as Sovereign . 40
21.19 Anti -Human Trafficking. 40
21.20 Entire Agreement. 41
21.21 Authority. 41
21.22 Electronic Signatures; Counterparts. 41
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LEASE AGREEMENT
This Lease Agreement ("Agreement") is entered into this 9th day of June , 2026
by and between the City of Miami, a municipal corporation of the State of Florida ("City"), and
the Coconut Grove Sailing Club, Inc. a not -for -profit corporation ("Tenant") organized under the
laws of the State of Florida. Together, the City and Tenant are referred to herein as the "Parties."
RECITALS
WHEREAS, City is the owner of certain real property located at 2990 South Bayshore
Drive, Miami, Florida, and legally described in the attached and incorporated Exhibit "A" (the
"Property"); and
WHEREAS, the Tenant has operated a sailing club at the Property since 1946; and
WHEREAS, City Charter Section 29-B sets forth a procedure for waiving competitive
bidding and referendum requirements when entering into a lease or extending an existing lease
with a non-profit, non-commercial, water -dependent organization which provides or seeks to
provide marine -recreation services and/or activities to the community at any City -owned
waterfront property, provided certain conditions are met pertaining to public access, public use,
waterfront setback and view -corridor requirements, fair market value return to the City,
compliance with requirements prescribed by the ordinance pertaining to an organization using city -
owned facilities; and
WHEREAS, pursuant to City Commission Resolution No. 11-0236 passed and adopted
on June 9, 2011, the City and the Tenant, entered into a lease agreement in accordance with the
provisions of Section 29-D of the City Charter, which is set to expire on June 30, 2026 ("Original
Lease");
WHEREAS, Tenant desires to continue to provide marine -related recreation services to
the community, including: (i) the promotion of sailing as a sport and recreational activity, (ii)
provide sailing and boating instruction to the public; (iii) the promotion of seamanship and
navigation, (iv) the sponsorship of races and regattas;
WHEREAS, the Tenant's operation of the sailing facility on Bayshore Drive has been of
benefit to the general welfare of the City of Miami and its inhabitants and has brought and will
continue to bring international publicity to Miami;
WHEREAS, the City and Tenant, are desirous to enter into a new agreement to continue
providing the aforementioned services to the community; and
WHEREAS, pursuant to City Commission Resolution R-25-0527, passed and adopted on
December 11, 2025, the Miami City Commission authorized the City Manager to negotiate and
execute a lease agreement between the City and the Tenant subject to terms and conditions set
forth therein; and
WHEREAS, City is willing to lease such property to Tenant subject to compliance with
Section 29-D of the City Charter and for the use set forth hereinafter; and
NOW THEREFORE, in consideration of the mutual covenants set forth hereinafter to be
observed and performed, the Parties do hereby covenant and agree as follows:
ARTICLE I
DEFINITIONS
1.1 Definitions.
Any word contained in the text of this 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. In
addition to other terms defined in the text of the Agreement, the following words shall have the
meanings attributed to them in this Section:
a) "Applicable Laws" means all applicable laws, Florida Statutes, codes, City
and Miami -Dade County ordinances, judgments, decrees and injunctions from courts
having jurisdiction over the subject Property, permit requirements, rules, and other
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 Tenant, the Property or any part of it.
b) "Board of Trustees for the Internal Improvement Trust Fund" (hereinafter
"TIITF") shall mean the state agency which oversees the activities of the State of Florida
Department of Environmental Protection.
c) "City" shall mean the City of Miami as lessor and owner of the Property.
d) "City Manager" means the administrative head of the City of Miami'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 Agreement and other documents including
notices required hereunder.
e) "Club Members" means those individuals who have applied for and been
accepted for membership into any one of several classes of membership in the Coconut
Grove Sailing Club.
f) "Coconut Grove Sailing Club" or "Club" shall mean the sailing club
operated by Tenant within the Property.
g) "Department of Environmental Protection" or "DEP", shall refer to the
administrative agency of the State of Florida, or any successor agency, that administers and
regulates the use of submerged lands deeded to the City.
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h) "Director" shall mean the Director of the Department of Real Estate and
Asset Management or successor department of the City of Miami charged with managing
this Agreement.
i) "Environmental Laws" shall include but not be limited to all applicable
federal, state and local environmental, public health and safety laws, regulations, orders,
permits, licenses, approvals, ordinances and directives, including but not limited to, all
applicable requirements of the Clean Air Act; the Clean Water Act; the Resource
Conservation and Recovery Act, as amended by the Hazardous and Solid Waste
Amendments of 1984; the Safe Drinking Water Act; 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 "CERCLA"), the Occupational Health and Safety Act; the Toxic Substances
Control Act; the Pollutant Discharge Prevention and Control Act; the Water Resources
Restoration and Preservation Act; the Florida Air and Water Pollution Control Act; the
Florida Safe Drinking Water Act; and the Florida Environmental Reorganization Act of
1975.
j) "Force Majeure" shall mean any of the following events: (i) natural
disasters, such as named storms, fires, floods, freezes, earthquakes and pandemics (but,
with respect to pandemics, only if such pandemic results in a government order requiring
the cessation of activities within the Property), (ii) wars, terrorist acts, civil disturbances,
riots, revolts, insurrections, sabotage, commercial embargoes between countries, attacks,
emergencies, and hostilities, (iii) transportation disasters, be they maritime, railroad, air or
land, (iv) fires or explosions, or (v) any order from a governmental agency that requires
the closure of all or a material portion of the Property for reasons outside of the reasonable
control of the Tenant..
k) "Gross Revenues" shall mean the revenues collected or accrued from all
sources derived from the operation of the Property as more particularly defined in Section
8.1.4 below.
1) "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, components,
pesticides, petroleum products, including crude oil or 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, CERCLA, the Solid Waste
Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976
("RCRA") and subsequent Hazardous and Solid Waste Amendments of 1984, also known
as the 1984 "RCRA" amendments, 42 U.S.C. §6901 et seq., the Hazardous Material
Transportation Act, 49 U.S.C. §1801 et. Seq., the Clean Water Act, as amended, 33 U.S.C.
§1311, et. seq., the Clean Air Act, as amended, 42 U.S.C. § 7401-7642, Toxic Substance
Control Act, as amended, 15 U.S.C. §2601 et seq., the Federal Insecticide, Fungicide and
Rodenticide Act ("FIFRA"), as amended, 7 U.S.C. §136-136y, the Emergency Planning
and Community Right -to -Know Act of 1986 ("EPCRTKA" or "EPCRA"), as amended, 42
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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, and by way of example, Chapters 376 or 403, 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.
m) "Independent Contractors" shall mean person(s) that provide services for
the Tenant on a non -employee basis for compensation.
n) "Lease Year" shall mean the period of time consisting of twelve (12)
consecutive calendar months commencing on the Lease Commencement Date and each
anniversary thereafter during the Lease Term.
o) "Mooring" shall mean a floating buoy affixed to the bay bottom by a line,
thereby providing moorage for boats and vessels.
p) "Mooring Field" shall mean the marine anchorage facility of the Property
where the Moorings are located.
q) "Program Operators" shall be other entities or individuals that provide
services and/or conduct activities which are Permitted Uses at the Property pursuant to an
agreement with Tenant and which receive payment for such services or activities directly
from Tenant's patrons. The City shall not be included in the definition of "Program
Operator."
r) "Property" shall mean the City -owned upland real property and
improvements, together with the Submerged Lands Area, as more particularly described
respectively in Exhibit "A" attached hereto and made a part hereof.
s) "State Deed" shall mean Deed No. 19448, recorded in Book 3130, Page 260
of the Miami -Dade County Public Records, as corrected by Corrective Deed No. 19448
recorded in Book 23852, Page 4531 of the Miami -Dade County Public Records, whereby
the Internal Improvement Trust Fund of the State of Florida conveyed certain lands to the
City subject to public purpose use restrictions as more particularly set forth therein.
t) "Submerged Lands Area" shall mean the City -owned, submerged lands
located within the Property and deeded to the City by the State of Florida pursuant to the
State Deed to be used by the Tenant for the Mooring Field and its watersports activities
subject to compliance with the restrictions set forth in the State Deed and the terms of this
Agreement.
u) "City -sponsored Event" shall mean an event sponsored by the City on the
Property.
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v) "Improvements" shall mean all existing improvements located on the
Property as of the Lease Commencement Date together with all future improvements
constructed and/or installed thereon by Tenant.
ARTICLE II
PROPERTY
2.1 Description of Property.
In consideration of the rents, covenants and agreements hereafter reserved and contained
on the part of the Tenant to be observed and performed, the City demises and leases to the Tenant,
and Tenant rents from City, the Property, together with all improvements located thereon including
uplands and submerged lands adjacent to Peacock Park along Bayshore Drive, as described in
Exhibit "A" which is attached hereto and made a part hereof, for the purposes of developing,
constructing and operating thereon a membership -based sailing club that is open to the public
through a membership application process, providing sailing instruction, sailing activities,
including regattas and incidental activities subject to the restrictions, conditions, covenants and
easements herein reserved and granted. Membership shall be available to the general public in
accordance with Tenant's established application procedures, which shall be made available to the
public. Tenant shall administer such procedures and admit members in a fair and consistent
manner, without discrimination in violation of applicable law, and without requiring invitation or
sponsorship by existing members.
ARTICLE III
TERM OF AGREEMENT
3.1 Length of Term and Commencement Date.
The term of this Agreement shall commence and become effective on July 1, 2026 ("Lease
Commencement Date") and shall remain in effect for forty (40) years thereafter (the "Lease
Term"), unless extended or sooner terminated pursuant to the provisions of this Agreement.
ARTICLE IV
USE
4.1 Permitted Uses.
Tenant shall use and occupy the Property solely and exclusively to provide and promote
sailing and water sport activities and incidental activities to the public on a membership basis,
provided some activities shall be provided for non-members as more particularly described herein,
including but not limited to individual and group sailing instruction for adults and youth, lectures,
clinics, classes, camps, regattas and other boating events, receptions and conferences, meetings
and social events, banquets, minor boat repairs, kayaking, paddleboarding, together with
associated ancillary uses, subject to the limitations contained in this this Agreement ("Permitted
Uses").
Tenant shall ensure that the Property and all of Tenant's activities thereon, or resulting
from, in connection with or relating to Tenant's use of the Property, shall be available on a first-
5
come, first -serve basis to all segments of the community, including the physically disabled and
financially disadvantaged. Tenant shall operate, manage, supervise and administer activities
during its use of the Property independently from the City, and shall be neither a contractor nor an
employee of the City. Tenant may request written consent from the City Manager to use the
Property for any other use, but shall not be authorized to use the Property for such use until Tenant
has received the written consent of the City Manager, which consent may be conditioned or
withheld in the City Manager's sole and absolute discretion.
Without limitation of the default provisions set forth in this Agreement, Use of the Property
for any purpose other than the Permitted Uses shall be a default of this Agreement, provided
Tenant shall have an opportunity to cure for a period not exceeding thirty (30) days following
written notice.
4.2 Limitations on Commercial Activities.
Tenant agrees that the Permitted Uses of the Property are strictly limited to non-
commercial, water -dependent recreational and educational activities. Any ancillary activities shall
be subordinate to, and in furtherance of, the Permitted Uses, and shall be conducted solely as
necessary to serve Club Members and their guests, to enhance utilization of the Property, to
promote public access to the Leased Property, and only to the extent expressly authorized herein:
a) Tenant may sell food and beverages, including alcoholic beverages and
Club memorabilia, on the Property to the general public, subject to obtaining all required
licenses and observing all applicable laws. Provided, however, there shall be no sale,
distribution and/or consumption of alcoholic beverages at the Property unless and until
Tenant has obtained the required permits, complied with all required permits, laws and
codes, and obtained the necessary liquor liability insurance coverage to accommodate the
sale of alcohol and/or alcohol consumption on site;
b) Restaurant seating shall have a maximum number of seats in accordance
with applicable governmental regulations. This shall not preclude Tenant from serving a
larger number of individuals for banquets or special events sponsored by the Tenant,
subject to compliance with Applicable Laws;
c) Tenant may charge fees to Club Members and non-members for use of
upland boat storage, moorings, dockage fees, maintenance fees, membership dues,
initiation fees or rental fees for the use of banquet/dining room portions of the Property for
use by Club Members;
d) The Tenant must employee a dock master or other employee knowledgeable
about boats, sailing and boat safety procedures and regulations to oversee the Moorings;
e) The Moorings shall be offered to members and to the general public on a
first -come, first -serve basis in compliance with City and State public purpose requirements
and regulations. The Tenant has the discretion to re -assign vessels for various reasons,
including but not limited to the following: to maximize occupancy; to maintain or repair
Mooring fixtures; to relocate vessels when repairs are required; and to relocate vessels
during times of weather -related or during other emergencies; and
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f) The Tenant or Tenant's dockmaster may require evidence that a vessel
which is slated to be moored in the Mooring Field or stored on the Property meet certain
safety and sanitation regulations prior to allowing any vessel to be moored or stored and
may refuse to allow any vessel that does not provide such proof or that does not otherwise
meet the conditions set forth in this Agreement be moored or stored at the Property.
4.3 Additional Limitations on Use of Property.
Notwithstanding any provisions contained herein to the contrary, the following activities
are strictly prohibited and shall not, under any circumstance, be performed or permitted on the
Property:
a) Jet skis or similar watercraft.
b) Major maintenance, repairs, or overhauling of boats or watercraft.
c) Sale, storage, or dispensing of fuel on the Property; provided, however, that
fuel may be dispensed solely for the refilling of propane fuel tanks by a licensed company
for on -site cooking purposes and for fueling boat engines on Club -owned vessels. The
foregoing limited exception shall not otherwise permit the sale of fuel, the storage of fuel
on the Property (other than for the sole purpose of fueling Tenant's vessels as authorized
herein), or the maintenance of fuel reserves, tanks, or inventory on the Property for any
purpose other than the limited exceptions specified herein.
d) Any vessel that is not seaworthy or lacks proper title and current
registration.
e) Hedge or other landscaping along the Bayshore Drive property line that in
any way obstructs, impairs, or diminishes visibility lines to the water's edge.
4.4 Waste or Nuisance.
Tenant shall not commit or suffer to be committed any waste upon the Property, commit
or permit the maintenance or commission of any nuisance or other act or thing which may result
in damage or depreciation of value of the Property, or which may affect City's fee interest in the
Property or which results in an unsightly condition. All refuse is to be removed from the Property
at Tenant's sole cost and expense and Tenant will keep such refuse in proper waste containers on
the Property until removed. Tenant will keep the access to the Property, the parking areas and other
contiguous areas to the Property free and clear of obstruction. Tenant, at its sole cost and expense,
will keep the Property free of rodents, vermin and other pests.
4.5 Governmental Regulations.
Tenant shall, at Tenant's sole cost and expense, comply with all ordinances, laws, statutes
and regulations promulgated thereunder of all municipal, state, federal and other applicable
governmental authorities, now in force, or which may hereafter be in force, pertaining to Tenant
or Tenant's use of the Property, or the Property generally. Tenant shall indemnify, defend and save
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City harmless from any and all penalties, fines, costs, expenses, suits, claims, or damages resulting
from Tenant's failure to perform its obligations in this Section.
4.6 Surrender of Property.
Upon termination or expiration of this Agreement, Tenant, at its sole cost and expense, if
so directed by City, shall remove Tenant's personal property, removable furniture, fixtures and
equipment and alterations from the Property and shall surrender the Property to the City in the
same or better condition the Property was in as of the Lease Commencement Date, reasonable
wear and tear excepted. Upon surrender of the Property, title to any and all remaining
improvements, alterations or property within the Property shall vest in City.
4.7 Mooring Field Amenities.
In connection with the use of the Mooring Field, Tenant agrees to provide the following
amenities for members and non-member mooring holders alike:
a) Vehicle parking;
b) ADA accessible bathrooms and shower facilities;
c) Garbage collection and recycling facilities;
d) Sewage pump -out facilities;
e) On -shore potable water; and
f) Shuttle service to mooring field and dockage for boaters to facilitate access
to the mooring field.
ARTICLE V
STATE APPROVAL
5.1 State Approval.
The Tenant's use of the Submerged Lands Area of the Property shall conform with all
restrictions, conditions, and requirements imposed pursuant to the State Deed. Further, the Tenant
shall, at its sole cost and expense, comply with all restrictions, conditions, and requirements
imposed by DEP or the State of Florida in connection with the use of the Submerged Lands Area.
The Parties agree to reasonably cooperate, at Tenant's sole cost and expense, to resolve any claim
by DEP or the State of Florida that any deed restriction or other condition imposed as a condition
of the use of the Submerged Lands has not been satisfied, including, where necessary, amending
the terms of the Lease to comply with such restriction or condition. All matters relating to obtaining
such approvals or confirmations, complying with any DEP or State of Florida requirements, and
satisfying any deed restrictions or other conditions imposed in connection with the use of the
Submerged Lands Area, including any administrative or judicial proceedings, shall be at Tenant's
sole cost and expense. Attached as Exhibit "B" is a letter from DEP, Bureau of Public Land
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Administration, Division of State Lands, dated March 10, 2026, confirming that the use of the
Submerged Lands Area is in compliance with the public purpose deed restriction.
In the event that the State of Florida or DEP issues a written determination that any
applicable restriction or condition has not been satisfied, either party may, following reasonable
efforts to accommodate the State's requests, challenge such determination through any available
administrative or judicial process, including all appeals, at Tenant's sole cost and expense;
provided, however, that no such challenge may result in the loss, forfeiture, or encumbrance of the
City's fee simple interest in the Property.
ARTICLE VI
CONTINUOUS DUTY TO OPERATE
6.1 Continuous Duty to Operate.
Except where the Property is rendered untenantable by reason of Force Majeure or other
casualty, Tenant shall, at all times during the Lease Term, occupy the Property upon the Lease
Commencement Date and thereafter continuously conduct operations on the Property in
accordance with the terms of this Agreement.
If the Tenant fails or refuses to satisfy any of the foregoing requirements, then in such event
City shall have the right, in addition to all remedies herein provided for default, to collect and
Tenant shall be obligated to pay, as Additional Payments, fifty ($50.00) dollars and 00/100
($50.00) for each day that Tenant does not comply with said requirements.
Notwithstanding the foregoing, Tenant shall have the right to terminate this Agreement by
providing thirty (30) days written notice to the City, in the event that its operation is not
commercially feasible for a period which exceeds six (6) months in duration as a result of a
destruction of the property, or a portion thereof, by Force Majeure or other casualty.
ARTICLE VII
HAZARDOUS SUBSTANCE
7.1 Hazardous Substance.
Tenant shall not use, maintain, store or dispose of any contaminants including, but not
limited to, Hazardous Materials or toxic substances, chemicals or other agents used or produced
in Tenant's operations, on the Property or any adjacent land in any manner not permitted by
Environmental Laws. Furthermore, Tenant shall not cause or permit the Disposal of Hazardous
Materials upon the Property in violation of Environmental Laws or upon adjacent lands and shall
operate and occupy the Property in compliance with all Environmental Laws. For purposes hereof,
Hazardous Materials shall mean any hazardous or toxic substance, material, waste of any kind,
petroleum product or by-product, contaminant or pollutant as defined or regulated by
Environmental Laws. Disposal shall mean the release, storage, use, handling, discharge or disposal
of such Hazardous Materials. Environmental Laws shall mean any applicable federal, state or local
laws, statutes, ordinances, rules, regulations or other governmental restrictions.
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Any Disposal of a Hazardous Material in violation of Environmental Laws, whether by
Tenant or any third party, shall be reported to City immediately upon the knowledge thereof by
Tenant. Tenant shall be solely responsible for the entire cost of remediation and clean up of any
Hazardous Materials disposed of or discovered upon the Property or emanating from the Property
onto adjacent lands, as a result of the use and occupancy of the Property by Tenant, or Tenant's
agents, licensees, invitees, subcontractors or employees.
City recognizes and agrees that Tenant may use materials in normal quantities that are
applicable to the use of the Property for the purposes stated herein and that such use by Tenant
shall not be deemed a violation of this section, so long as the levels are not in violation of any
Hazardous Materials Laws. Tenant may operate according to the custom of the industry so long as
the use or presence of Hazardous Materials is strictly and properly monitored according to all
applicable governmental requirements. If Tenant shall breach the covenants in this section, then in
addition to any other rights or remedies which may be available to City under this Agreement or
otherwise at law or in equity, City at its sole discretion may require Tenant to take all actions, or
to reimburse City for the costs of any and all actions taken by City, as are necessary to comply
with all Environmental Laws and to abate or remediate any significant present or potential health
risk with respect to any Hazardous Materials present at the Property.
7.2 Indemnification for Hazardous Materials.
Tenant shall indemnify, protect, defend and hold City free and harmless from and against
any and all claims, liabilities, penalties, forfeitures, losses and expenses (including attorneys' fees)
or death of or injury to any person or damage to any property whatsoever, arising from or caused
in whole or in part, directly or indirectly, by the presence in or about the Property of any Hazardous
Materials placed in or about the Property or used by Tenant or at Tenant's direction or placed or
used by any club member or by Tenant's failure to comply with any Hazardous Materials Law or
in connection with any removal, remediation, clean-up, restoration and materials required under
the provisions of this Agreement or by any regulatory agency. Nothing herein shall be construed
to require Tenant to indemnify, protect, defend and hold City free and harmless from and against
claims, regulatory actions by governmental agencies, liabilities, penalties, forfeitures, losses and
expenses (including attorneys' fees) or death of or injury to any person or damage to any property
whatsoever, arising from or caused in whole or in part, directly or indirectly by the presence in or
about the Property of any Hazardous Materials placed in or about the Property by the City, except
to the extent exacerbated or mishandled by Tenant.
TENANT ACKNOWLEDGES THAT CITY WOULD NOT HAVE ENTERED INTO
THIS AGREEMENT WITHOUT THE INDEMNIFICATION CONTAINED HEREIN AND
ACKNOWLEDGES THE RECEIPT AND SUFFICIENCY OF SEPARATE GOOD AND
VALUABLE CONSIDERATION FOR SUCH INDEMNIFICATION. THIS PROVISION
SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT.
7.3 Radon Gas.
Radon is a naturally occurring radioactive gas that, when it has accumulated in a building
in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels
of radon that exceed federal and state guidelines have been found in buildings in Florida.
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Additional information regarding radon and radon testing may be obtained from your county
public health unit.
7.4 Environmental Condition of Property; City Disclaimer.
City makes no covenant, representation, or warranty as to the suitability of the Property for
any purpose whatsoever or as to the environmental condition thereof. Tenant acknowledges that it
has had, as a result of Tenant's past use and occupancy of the Property, an opportunity to inspect
the Property, observe its physical characteristics and existing conditions and accordingly hereby
waives any and all objections to or complaints about physical characteristics and existing
conditions of the Property, including without limitation, subsurface conditions and Hazardous
Materials, in at, or under the Property. Tenant further acknowledges and agrees that the Property
is to be leased to, and accepted by, Tenant, in its present condition, "AS IS" and with all faults.
7.5 Disclosure, Warning and Notice Obligations.
Tenant shall comply with all laws, ordinances and regulations in the State of Florida
regarding the disclosure of the presence or danger of Hazardous Materials. Tenant acknowledges
and agrees that all reporting and warning obligations required under the Hazardous Materials Laws
are the sole responsibility of Tenant, whether or not such Hazardous Materials Laws permit or
require City to provide such reporting or warning and Tenant shall be solely responsible for
complying with Hazardous Materials Laws regarding the disclosure of, the presence or danger of
Hazardous Materials. Tenant shall immediately notify City, in writing, of any complaints, notices,
warning, reports or asserted violations of which Tenant becomes aware relating to Hazardous
Materials on or about the Property. Tenant shall also immediately notify City if Tenant knows or
has reason to believe a complaint, notice, report or asserted violation will be issued with respect
to the Property.
7.6 Environmental Tests and Audits.
Tenant shall not perform or cause to be performed any Hazardous Materials, surveys,
studies, reports or inspections, relating to the Property without obtaining City's advance written
consent, which consent shall not be unreasonably denied. At any time during the Lease Term, City
shall have the right to enter upon the Property in order to conduct appropriate tests to establish
whether the Property is in compliance with all applicable Hazardous Materials Laws.
7.7 Survival of Tenant's Obligations.
The respective rights and obligations of City and Tenant under this Article VII shall survive
the expiration of termination of this Agreement.
ARTICLE VIII
RENT AND OTHER PAYMENTS
8.1 Minimum Monthly Rent & Percentage Rent(s).
Commencing on the Lease Commencement Date and each and every calendar month
during the Lease Term, Tenant hereby agrees to pay in advance to the City on the 1st day of each
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month and City agrees to accept the greater of the Minimum Rent or Percentage Rent, as such
terms are hereinafter defined. In addition, Tenant shall pay State of Florida State Use Tax, if
applicable, in connection with Tenant's use of Property. The rent obligations of Tenant are more
particularly set forth below:
8.1.1 Minimum Rent Payment.
Tenant shall pay City an annual minimum rent equal to One Hundred Eighty Thousand and
00/100 dollars ($180,000.00), as adjusted pursuant to Section 8.7 below ("Minimum Rent"),
payable in monthly installments, without notice, on the Lease Commencement Date and the first
day of each month thereafter.
8.1.2 Percentage Rent.
Percentage Rent for the prior month, if any is due, shall be due and payable to the City
simultaneously with the current month's Minimum Rent.
Percentage Rent shall be equal to ten percent (10%) of the combined Gross Revenues of
the Tenant and any and all Program Operator(s) on an annual basis ("Percentage Rent").
Commencing on the anniversary date of this Agreement, and every year thereafter, the Tenant
shall provide to the City a reconciliation of the Gross Revenues received during the past year to
determine whether the Percentage Rent paid on a monthly basis in the aggregate exceeded the
Tenant's annual Percentage Rent obligation. Any Tenant excess payment of Percentage Rent shall
be credited against the Minimum Rent payments due.
For purposes of this Agreement, the term "Gross Revenues" shall include the following
revenue received by Tenant:
a) all revenue from services and business conducted by Tenant or any Program
Operators in or from the Property;
b) all revenue from program fees and membership dues;
c) all revenue derived from advertising and sponsorships conducted on the
Property;
d) all revenue from concession sales (not reported in (a) above);
e) all revenue from vending sales and services including, but not limited to,
vending machines, and entertainment devices both for cash and on credit, rendered in or
upon the Property;
f) all revenue received by Tenant or any Program Operators in connection with
the special events uses of the Property, any facility thereon, or any portion thereof for any
period of time, including without limitation, regattas, banquets, tournaments, receptions
and parties held on or initiated from the Property;
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g) all revenue received by Tenant from Program Operators for activities or
services performed by Program Operators on the Property;
h) all grants, subsidies, rebates, credits or similar benefits received from any
federal, state, regional or local body, agency, authority, department or organization which
revenues are unrestricted or are to be used for general operating expenses; and
i) all donations and contributions received which revenues are unrestricted or
are to be used for general operating expenses.
Gross Revenues shall not include the following:
a) any amount of any sales, use or gross sales tax imposed by any federal, state
or governmental authority directly on sales and collected from customers, provided that the
amount is added to the selling price therein and paid by the Tenant to such governmental
authority;
b) collection of insurance proceeds;
c) monies collected for events that are done for charitable purposes wherein
the total amount collected is paid to the charitable sponsor or not -for -profit organizations;
d) all gratuities paid to employees and holiday contributions of Club Members
intended for Tenant employees;
e) any restricted grants, subsidies, credits or similar benefits received from any
federal, state, regional or local body, agency, authority, depai intent or organization which
revenues are restricted or whose restricted revenues are earmarked for capital expenditures
to the Property;
f) any restricted donations, member fees or contributions whose revenues are
earmarked for capital expenditures, as approved by the City, to the Property;
g) credit card processing/merchant service fees to the extent such fees are not
collected from the payor; and
h) Revenues received for providing instructional services that satisfy the
public purpose requirements of this Agreement provided they are deposited in a special
account restricted to the payment of costs associated with such instructional purposes.
i) The cost of all insurance premiums paid by Tenant.
J)
the Tenant.
The amount of Ad Valorem and Non Ad Valorem property taxes paid by
Gross Revenues, whether for cash, credit, credit cards or otherwise, shall be recognized in
the period the service was provided or sale took place with due allowance made for future write-
offs for non-payment. Payments received in advance are deferred and are recognized as revenue
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in the period the service is rendered or sale takes place. Grants shall be recorded as income during
the period designated by the grants or when the Tenant has incurred expenditures in compliance
with the restrictions of the grantor. If a sale is by credit card, no deduction shall be allowed for any
commission associated with such sale.
Gross Revenues shall be reduced by the amount of any future write-off for non-payment
and for any refund made upon any sale in or from the Property, provided said amounts had been
previously included in "Gross Revenue," not to exceed the sum so previously included, where the
merchandise sold is thereafter returned by the purchaser and accepted by the Tenant, and if such
refund is in the form of a credit to customer, such credit shall be included in Gross Revenues when
used. If there is any underpayment of Percentage Rent, Tenant shall pay the City the amount of
the deficiency within thirty (30) days of the City receipt of the Percentage Rent payment. If the
Percentage Rent is not paid after thirty (30) days, Tenant shall be charged a late payment fee in
accordance with Section 8.6 until the underpayment amount is paid in full.
8.1.3 Additional Rent.
Any and all sums of money or charges required to be paid by Tenant under this Agreement
other than the Minimum Rent or Percentage Rent shall be considered "Additional Rent", whether
or not the same is specifically so designated, and City shall have the same rights to enforce due
and timely payment by Tenant of all Additional Rent as are available to City with regards to
Minimum Rent and Percentage Rent.
8.1.4 Taxes and Assessments.
Tenant shall be solely responsible for and shall pay, before delinquency and before any
fine, penalty, interest, or cost is imposed, all taxes, assessments, charges, and fees of any kind
levied or assessed by any governmental authority or entity against the Minimum Rent, Percentage
Rent and/or Additional Rent, if any, against the Property, even if such tax is intended to be imposed
against City, or against Tenant's leasehold interest in the Property, Tenant's Alterations, or
personal property located on the Property. Such obligations shall include, without limitation, all
sales, use, rent, ad valorem and non -ad valorem taxes, general or special assessments, fire fees,
parking surcharges, and other governmental charges (collectively, "Assessments").
Tenant may appeal any Assessment, provided that Tenant promptly notifies City of its
intent to do so and timely pays such Assessment, either in a lump sum or pursuant to an installment
plan, as permitted by law. Failure by Tenant to pay any Assessment or installment thereof when
due shall constitute a default under this Agreement, subject to Section 18.1.
8.2 Manner of Payment.
Every 15th day of the calendar month, Tenant shall pay the City the Minimum Rent for
such month, together with the Percentage Rent for the preceding calendar month, and all other
Additional Rent due and owing at such time, to the City of Miami, Department of Finance at the
address noted below:
City of Miami
Finance Department
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444 SW 2nd Avenue, 6th Floor
Miami, Florida 33130
Rent payment shall be accompanied by the corresponding Gross Revenue Report itemizing
Gross Revenues for the applicable rent period, substantially in the form of Exhibit "C."
8.3 Triple Net Lease.
This Agreement shall be what is commonly referred to as "triple net" to City, it being
understood by the parties that City shall receive the rent payable hereunder free and clear of any
and all impositions, taxes, liens, charges, and expense of any nature whatsoever relating to
ownership or operation of the Property, including without limitation those relating to taxes, if any,
insurance, repair, maintenance, use, care, or operation, except as specifically provided for the
calculation of Percentage Rent.
8.4 Holdover.
In the absence of any written agreement to the contrary, if the Tenant should remain in
occupancy of the Property after the expiration of the Lease Term, Tenant shall so remain as a
tenant from month -to -month and the prorated Minimum Rent, Percentage Rent, and Additional
Rent shall be the same as the last in effect at the end of the Term. All provisions of this Agreement
applicable to such tenancy shall remain in full force and effect.
8.5 Returned Check Fee.
In the event any check is returned to the City as uncollectible, the Tenant shall pay to the
City a returned check fee (the "Returned Check Fee") based on the following schedule:
Returned Check Amount
$00.01 — 50.00.00
$50.01 - 300.00
$300.01 - 800.00
OVER $800
Returned Check Fee Amount
$20.00
$30.00
$40.00
5% of the returned amount.
Such Returned Check Fee shall constitute additional fees due and payable to the City by
Tenant, upon the date of payment of the delinquent payment referenced above. Acceptance of such
Returned Check Fee by the City shall not constitute a waiver of Tenant's violations with respect
to such overdue amounts nor prevent the City from the pursuit of any remedy to which the City
may otherwise be entitled.
8.6 Late Charges.
Tenant hereby acknowledges that late payment by the Tenant to the City of the Minimum
Rent, Percentage Rent, or Additional Rent due hereunder will cause the City to incur costs not
contemplated by this Agreement, the exact amount of which will be extremely difficult to
ascertain. Accordingly, if any installment of the Rent, Percentage Rent or any other sum due from
Tenant shall not be received by the City within fifteen (15) days after the date on which such sum
is due, Tenant shall pay to the City a late charge ("Late Charge") of two hundred fifty and XX/100
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dollars ($250.00). Any amount not paid to the City within this time frame will bear interest at a
compounding interest rate of eighteen percent (18%) per annum from its due date. Payment of
such interest shall not cure any violation by Tenant under this Agreement. The Parties hereby agree
that such Late Charge represents a fair and reasonable estimate of the costs the City will incur by
reason of late payment by Tenant. Acceptance of such late payments by the City shall not constitute
a waiver of the Tenant's violation with respect to such overdue amount, nor prevent the City from
exercising any of its other rights and remedies granted hereunder or at law or in equity.
8.7 Adjustment of Minimum Rent and Security Deposit.
Beginning on the first anniversary of the Lease Commencement Date and on each
anniversary thereafter, the Minimum Rent and Security Deposit shall each be increased by an
amount equal to three percent (3%) of the amount due in the immediately preceding year.
8.8 Security Deposit.
City currently holds the sum of Eleven Thousand Eight Hundred Thirty -Three and 33/100
Dollars ($11,833.33) ("Existing Security Deposit") as security pursuant to the terms of the Original
Lease by and between City and Tenant. Upon the Lease Commencement Date, the Existing
Security Deposit shall be credited, transferred, and applied as part of the security deposit required
under this Agreement. On the Lease Commencement Date, Tenant shall deposit with City the
additional sum of Eighteen Thousand One Hundred Sixty Six and 67/100 Dollars ($18,166.67),
which, together with the Existing Security Deposit, shall constitute the total initial security deposit
under this Agreement (the "Security Deposit") in an amount equal to two (2) months of the initial
monthly Minimum Rent under this Agreement. Beginning on the first anniversary of the Lease
Commencement Date, and on each anniversary thereafter, Tenant shall deposit an additional
amount equal to three percent (3%) of the Security Deposit then in effect. The Security Deposit
shall be security for the payment and performance by Tenant of all of Tenant's obligations,
covenants, conditions and agreements under this Agreement. City 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 Tenant's part without waiving its right based upon any default of Tenant
and without releasing Tenant from any obligations hereunder. Tenant shall promptly deposit with
City 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 City's
damages shall not preclude City from recovering from Tenant all additional damages incurred by
City. If Tenant fully and faithfully complies with all of the terms, provisions and conditions of the
Agreement, the Security Deposit shall be returned to Tenant, without interest, after both: (i) the
expiration of the Lease Term, as may be extended pursuant to the provisions of this Agreement
and (ii) Tenant's delivery to City of the entire Property and improvements in the manner required
by this Agreement. In the event of a sale or transfer of City's interest in the Property, City shall
transfer the Security Deposit to such transferee and thereafter City shall be released from all
liability relating to the return of the Security Deposit and Tenant shall look to such transferee for
the return of the Security Deposit so long as such transferee acknowledges receipt of the Security
Deposit.
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ARTICLE IX
PROGRAM OPERATORS/INDEPENDENT CONTRACTORS
9.1 Program Operators and Independent Contractors.
Tenant shall be solely responsible for all of its activities during its use at the Property.
Tenant shall be allowed to enter into professional services agreements with Program Operators
and/or Independent Contractors that wish to provide accounting, administrative services or any
other services in connection with the Permitted Uses. Tenant's agreements with Program Operators
shall include a provision that any Program Operators receiving payments directly from activity or
service patrons shall comply with the terms and conditions of this Agreement including, but not
limited to, the requirement to pay Percentage Rent in accordance with Section 8.1 herein which
shall be collected by Tenant from Program Operator on a monthly basis and paid to the City
simultaneously with Tenant's monthly fee payments.
In the event that Tenant restructures or changes its method of payment to Program
Operators and/or Independent Contractors in a way which would respectively trigger
reclassification of Program Operators and/or Independent Contractors, Tenant agrees to notify the
Director within ten (10) days after such an occurrence. In such event, the Tenant shall immediately
notify entities or individuals newly reclassified as Program Operators of their obligations to
immediately commence paying Percentage Rent in the manner described in Section 8 herein. The
City, upon notification by Tenant of such event(s), shall adjust its payment records and collections
systems accordingly with payments to reflect any retroactive payments due from Program
Operators.
ARTICLE X
MAINTENANCE
10.1 Condition of the Property and Maintenance.
Tenant acknowledges that it is currently in possession of the Property and has an obligation
to maintain such Property in good order pursuant to the Original Lease which is set to expire upon
the Lease Commencement Date. Tenant shall remain responsible for the maintenance and repair
thereof after the Lease Commencement Date pursuant to the terms of this Agreement. Tenant
certifies that Tenant has inspected the Property and accepts same "As Is", in its existing condition,
together with all defects, latent or patent, if any, and subject to all easements, encumbrances,
restrictions and matters of record. Tenant further acknowledges that the City has made no
warranties or representations of any nature whatsoever regarding the Property including, without
limitation, any relating to the physical condition of the Property or any improvements or equipment
located thereon, or the suitability of the Property or any improvements for Tenant's intended use
of the Property. No repair work, alterations, or remodeling of the Property is required to be done
by City as a condition of this Agreement. Tenant agrees to perform any and all work at its own
cost and expense which is necessary to fully equip and maintain the Property for the lawful use of
the Property by Tenant.
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Tenant agrees to make any changes necessary to the Property at Tenant's sole cost and
expense in order to comply with all City, County and State code requirements for Tenant's
occupancy thereof.
10.2 Preventive Maintenance and Services.
Tenant shall, at its sole cost and expense, provide the following preventive maintenance
and services for the Property:
a) Cleaning and janitorial services for the Property;
b) Grounds services, including lawn, shrub and tree maintenance and removal
of any rubbish or obstructions from the Property;
c) Interior and exterior window cleaning to be performed as needed but not
less than once every one hundred and twenty (120) days;
d) Pest control, including but not limited to termite and vermin control, as
necessary, but not less than once every sixty (60) days;
e) Periodic maintenance and cleaning of kitchen and exhaust equipment and
grease traps or 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
Property as necessary;
g) Pressure clean roof as necessary, or upon written request by the City
Manager or his/her designee; and
h) Reseal all wood docks and decks as necessary.
If Tenant refuses, neglects or fails to provide the above services or does not provide
adequate services within thirty (30) days after written demand from the City, City may take
corrective measures or cause the Property to be cleaned or repaired without waiving its right based
upon any violation of Tenant and without releasing Tenant from any obligations hereunder. In this
event, Tenant shall pay the City's Department of Finance, Treasury Management/Receipts Section,
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 clean-up. Failure to pay such invoice shall
constitute a violation and default of this Agreement as provided in 18.1 herein.
Nothing herein shall imply that maintenance, repair and inspections should be performed
by Tenant only at the suggested intervals. Tenant, shall at all times, be responsible, for the
condition of the Property and shall perform repairs required in a timely manner so as to prevent
injury to persons and waste to the Property.
In addition to the above services, Tenant shall comply with the Preventive Maintenance
Inspection and Reporting requirements in Section 11.4 herein.
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10.3 Preventive Maintenance Reserve Requirement.
Tenant agrees to set up a reserve account in a separate account designated to fund Capital
Improvements for the Property. In order to meet this goal, Tenant agrees to deposit on a yearly
basis by the end of each calendar year, the sum of at least Six Thousand Dollars and 00/100
($6,000.00) such that the ending balance over a five year period, calculated without permitted
withdrawals for capital improvements during that period, is not less than Thirty Thousand Dollars
and 00/100 ($30,000.00). A "Capital Improvement" is defined as a capital expenditure of five
thousand dollars and 00/100 ($5,000.00) or more, resulting in the acquisition, improvement or
addition to fixed assets in the form of buildings or improvements, more or less permanent in
character and durable equipment with a life expectancy of at least three years. Capital
improvements include the Tenant's construction and improvement obligations specifically
provided for in Section 12.6 of this Agreement. Tenant furthermore agrees that the annual
contribution shall be increased every five years by five percent (5%) of the annual contribution in
effect for the immediately preceding five-year period. All contributions to the capital account will
be excluded from the calculation of Gross Revenue.
ARTICLE XI
AUDITS AND REPORTING
11.1 Records of Sales.
During the Lease Term, Tenant shall maintain and keep, or cause to be maintained and kept
at the Property, a full, complete and accurate record and account of all income as necessary to
confirm Gross Revenues arising or accruing by virtue of its operations conducted at or from the
Property, for the preceding seven (7) year period, on a rolling basis. All records and accounts,
including sales slips (which will be serially numbered), cash register tapes, bank statements or
duplicate deposit slips, mail orders, telephone orders and all other supporting records, shall be
available for inspection and audit by the City and its duly authorized agents or representatives
during the hours of 9:00 AM to 5:00 PM, Monday through Friday and shall be in accordance with
generally accepted accounting procedures. Tenant shall keep and preserve or cause to be kept and
preserved said records of point of sale machines or other cash registers or other accounting control
equipment for not less than sixty (60) months after the payment of the Percentage Rent due under
the terms hereof. For the same period of time, Tenant shall also retain copies of all sales and tax
returns covering its operations at the Property and any other governmental tax or other returns
which show Tenant's sales therein and shall, upon demand, deliver photographic copies thereof to
the City. The Tenant will cooperate with the City's internal auditors (or such other auditors
designated by City) in order to facilitate the City's examination of records and accounts.
11.2 Rate Sheet.
Tenant's current schedule of fees for each of the services and amenities provided is attached
hereto as Exhibit "D" ("Rate Sheet"). All fees set forth in the Rate Sheet represent minimum fees
for such services and amenities. Any increase in cost or modifications to the scope of the Rate
Sheet shall be provided to the City, together with the intended effective date thereof, prior to the
implementation of such changes.
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11.3 Audit Report.
Within one hundred eighty (180) days after the end of Tenant's fiscal year, which as of the
date of this Agreement is June 30, Tenant shall deliver or cause to be delivered to the Director,
whose address is 444 S.W. 2nd Avenue, 3rd Floor, Miami, FL 33130, Certified Audited Financial
Statements ("Financial Statements") for the fiscal year which includes any and all Gross Revenues
received by the Tenant (and Program Operators, if any) for the use of the Property. If the end of
Tenant's fiscal year does not coincide with the end of the City's fiscal year, the Financial
Statements shall be segregated and reported in a manner that clearly reflects Gross Revenues
attributable to each City fiscal year, or in such other reasonable format as may be requested by the
City. Such Financial Statements shall be prepared by an independent Certified Public Accountant
("CPA") prepared using Generally Accepted Accounting Principles ("GAAP") contracted at the
Tenant's sole cost and expense. In the event Tenant is unable to timely submit the compilation
Financial Statements and provided Tenant has commenced and diligently pursued the completion
of the compilation, Tenant may request from the Director a thirty (30) day extension to complete
the Financial Statements, which request shall not be unreasonably denied. Said CPA shall certify
that he/she made a complete examination of the books, state sales tax returns, and federal income
tax returns of Tenant and that such statements are prepared in accordance with GAAP and
represents the Gross Revenues, other revenues, if any, and expenses of Tenant for the period
indicated therein.
In the event the Tenant fails to prepare or deliver any required Financial Statements to the
City within the time set forth above, and without limitation of the City's remedies under this
Agreement, the City, upon thirty (30) days notice to Tenant, may elect to exercise either or both
of the following remedies:
a) To treat as a default of this Agreement, any such omission continuing after
thirty (30) days notice thus entitling the City, without further notice, to exercise its right to
cancel this Agreement and resort to other legal remedies; and/or
b) To cause an audit and/or accounting, pursuant to the provisions for this
Agreement to be made at the sole cost and expense of the Tenant. Tenant shall pay the full
cost of such audit within thirty (30) days of receipt of an invoice indicating the cost of such
audit. Failure to pay such invoice shall constitute a default of this Agreement as provided
in Section 18.1. below.
Notwithstanding the above and during the Lease Term and for a period expiring three (3)
years after the expiration of the Lease Term, at its option, the City may, at its sole cost and expense,
audit Tenant's business affairs, records, files, sales slips and sales tax records in connection with
Tenant's sales and revenues on, from or related to the use of the Property for the period covered
by any financial statement, report or record furnished to the City.
Tenant shall allow the City or auditors of the City to inspect all or any part of the source
documents and records for the aforesaid monthly reports on not less than 48 hours' advance written
notice. Said inspection shall be conducted at the sole discretion of the City. Records shall be
available Tuesday through Friday, inclusive, between the hours of 9:00 AM and 5:00 PM at the
Property. Copies requested by the City shall be furnished to the City at no cost.
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The acceptance of City of payments of Percentage Rent shall be without prejudice to City's
right to conduct an examination of Tenant's books and records of its Gross Revenues and
inventories of merchandise on the Property in order to verify the amount of annual Gross Revenues
made by Tenant in and from the Property.
11.4 Annual Report.
As a condition precedent to the commencement of this Agreement, and consistent with the
reporting requirements summarized in Exhibit "E" attached and incorporated herewith, on each
June 1st during the Lease Term, the Tenant shall prepare and present, on the form attached in
Exhibit "F" attached and incorporated herein, an Annual Report (hereinafter "Annual Report")
consisting of the following items describing the Tenant's use of the Property and public purpose
benefits accomplished during each foregoing fiscal year:
a) List of Public Services to City Residents: Tenant shall provide a list of
public services provided to City of Miami residents free of charge, along with the total
number of adults and/or children provided with sailing instruction and/or other public
services during the previous fiscal year. The sign-up sheet shall be available for on -site
inspection during the City's annual inspection of the Property.
b) List of international, national and local regattas and other public events
hosted and/or co -sponsored by Tenant for the previous year.
c) Numerical count of members, including members in each category of
Tenant's club membership for previous year.
d) State whether your organization had any independent contractor(s)
working on -site at the Property for the previous year. If so, describe what type of work the
independent contractor(s) was engaged in and the method of payment.
11.5 Preventive Maintenance Inspection Report.
Tenant shall, at its sole cost and expense, have a qualified property inspector perform a
physical inspection of the Property ("Preventive Maintenance Inspection"), including all structural
components and mechanical equipment as part of a preventive maintenance program. Tenant shall
submit a written report of such inspection ("Preventive Maintenance Report") to the Director, or
the Director's designee, on the fifth anniversary of the Lease Commencement Date and every five
(5) years thereafter. If the Preventive Maintenance Report identifies any conditions requiring
repair, replacement, or modification, Tenant shall also submit a proposed remediation plan for
such conditions, which plan shall be subject to the approval by the City Manager or his/her
designee. Tenant shall promptly perform all approved remediation in accordance with the
approved plan and within the timeframes specified by the City Manager or his or her designee.
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ARTICLE XII
POSSESSION AND CONSTRUCTION OF IMPROVEMENTS
12.1 Delivery of Possession of Subject Property.
After the Lease Commencement Date, upon execution and delivery of this Agreement, the
City shall be deemed to have delivered possession of the Property to the Tenant. The Parties
acknowledge that Tenant was in possession of the Property prior to the Lease Commencement
Date pursuant to the terms of the Original Lease.
12.2 Alterations.
Tenant shall not make any improvements, physical additions, modifications or alterations
to the Property (hereinafter collectively referred to as "Alterations"), without the prior written
consent of City in each instance, which may be withheld in the City's sole and absolute discretion.
Tenant shall submit detailed plans and specifications for all such Alterations to City for City's
written approval prior to commencing work on same. Tenant agrees and acknowledges that all
work performed to the Property, whether pursuant to this Section or otherwise, shall be performed
and accomplished solely for the benefit of Tenant, and not for the benefit of City, such work being
nevertheless subject to each and every provision of this Agreement. Notwithstanding the
foregoing, the Tenant may perform routine repair and maintenance in the ordinary course of
operations at its discretion without notice or consent of the City, provided that such work does not
constitute a capital improvement, material alteration, expansion, or replacement that materially
alters the Property, its improvements, or any portion thereof. All work done by Tenant shall be
done in a good and workmanlike manner and shall be diligently prosecuted to completion strictly
in accordance with the approved plans and specifications therefor. Upon giving its approval for
any work or Alterations, City may specify whether the Alteration is to be removed by Tenant, at
Tenant's sole cost and expense, upon the termination or expiration of this Agreement.
12.3 Construction Generally.
Tenant shall ensure that all Alterations are constructed to completion in accordance with
the terms of this Agreement, all Applicable Laws, all required permits and regulatory approvals,
and the approved plans therefor. Tenant shall also ensure that all persons or entities performing
work or providing materials relating to such improvements including, without limitation, all
contractors, subcontractors, sub -subcontractors, laborers, materialmen, suppliers and
professionals, are paid in full for such services and materials.
12.4 Contractor Requirements.
Tenant shall also require contractors to furnish for the benefit of City a payment and
performance bond to City equal to the cost of the improvements and in form and substance as
required under Section 255.05, Florida Statutes. Tenant shall also require all contractors to furnish
satisfactory evidence of statutory Worker's Compensation insurance, commercial general liability
insurance, commercial automobile insurance, and physical damage insurance on a Builder's Risk
form with the interest of City endorsed thereon, in such amounts and in such manner as City may
reasonably require. City may require additional insurance for any alterations approved hereunder,
in such amount as City reasonably determines to be necessary.
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12.5 No Liens.
Tenant covenants and agrees that nothing contained in this Agreement shall be construed
as consent by City to subject the estate or interest of City to liability under the Construction Lien
Law of the State of Florida, it being expressly understood that the Property shall not be subject to
such liability. Tenant shall notify any and all parties or entities performing work or providing
materials relating to any improvements made by Tenant of this provision of this Agreement. If so
requested by City, Tenant shall file a notice satisfactory to City in the Public Records of City of
Miami, Florida stating that City's interest shall not be subject to liens for improvements made by
Tenant. In the event that a construction lien is filed against the Property or other City property in
connection with any work performed by or on behalf of Tenant, Tenant shall satisfy such claim,
transfer same to security, or commence an action in court to challenge such action in court on
behalf of the City within thirty (30) days from the date of filing. In the event that Tenant fails to
comply with this obligation, City may satisfy the claim or transfer the same to security and
thereafter charge Tenant, and Tenant shall promptly pay to City upon demand, as Additional Rent,
all costs incurred by City in connection with the satisfaction or transfer of such claim, including
attorney's fees. Further, Tenant agrees to indemnify, defend, and save City harmless from and
against any damage or loss incurred by City as a result of any such lien.
12.6 Tenant's Construction and Improvement Obligations.
Tenant, at its sole cost and expense, shall plan, design and make the following
improvements at the Property:
a) Within the first ten (10) years after the Lease Commencement Date, Tenant
shall replace the existing seawall. Such replacement shall constitute full reconstruction and
not repair, maintenance, or partial replacement. Tenant shall prepare and submit a
preliminary design and construction plan for the seawall to the City Manager for City's
approval within twenty four (24) months of the Lease Commencement Date. Tenant shall,
at its sole cost and expense, complete the construction of said seawall by no later than ten
(10) years after the Lease Commencement Date of this Agreement; and
b) Within the first twenty (20) years after the Lease Commencement Date,
Tenant shall complete all dredging necessary for safe navigation, vessel mooring, and other
water recreational uses, consistent with the intended use of the Property; and
c) During the Lease Term, Tenant shall repair existing docks as necessary and
replace any dock that is no longer suitable for its intended use such that all docks are
maintained in good condition and repair at all times.
The City shall cooperate with Tenant, at no cost to the City, in making all application for
permits from any and all authorities having jurisdiction, and prosecuting the same, as necessary to
commence and complete the improvements. To the extent that Tenant wishes to utilize grant funds
to perform any of the improvements, the City shall cooperate with Tenant in making all application
for grants available for such improvements, provided the same shall be at no cost to the City, or
otherwise result in the reduction in value of the Property or other liability to the City.
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12.7 Licenses, Authorizations and Permits.
Tenant shall obtain, or cause to be obtained, and maintain in full force and effect throughout
the Lease Term, at its sole expense, all licenses, authorizations and permits that are necessary for
Tenant to conduct its operations which shall be publicly accessible, water -related recreational and
educational activities. Tenant shall be responsible for paying the cost of said applications and
obtaining said licenses, authorizations and permits.
ARTICLE XIII
ASSIGNMENT AND SUBLETTING
Tenant may not assign, transfer, mortgage, pledge or encumber its rights or obligations in
this Agreement in whole or in part, nor sublet or rent all or any portion of the Property nor grant
any easements affecting the Property, without prior written consent of City, which may be granted
or withheld at City's sole and absolute discretion. Any attempted assignment, transfer, mortgage,
pledge, encumbrance or subletting without such consent shall be null and void, without legal effect
and shall constitute a breach of this Agreement. This provision shall be construed to include a
prohibition against any assignment, transfer, mortgage, pledge, encumbrance, or sublease, by
operation of law, legal process, receivership, bankruptcy, or otherwise, whether voluntary or
involuntary. No assignment or sublease, whether or not approved by Landlord, shall release Tenant
from any obligation under this Lease, and Tenant shall remain fully liable as a primary obligor.
Notwithstanding any language contained in this Agreement to the contrary, The Tenant shall have
no authority to encumber, and shall not permit any encumbrance upon, the City's fee simple
interest in the Property.
ARTICLE XIV
OWNERSHIP OF IMPROVEMENTS AND PROPERTY
14.1 Ownership of Improvements and Personal Property.
As of the Lease Commencement Date and throughout the Lease Term, Tenant agrees that
all buildings and improvements constructed by Tenant on the Property shall not be erected without
prior approval of the City Manager and upon completion thereon shall be vested in the City.
Furthermore, title to all Alterations made in or to the Property, whether or not by or at the expense
of Tenant, shall, unless otherwise provided by written agreement, immediately upon their
completion become the property of the City and shall remain and be surrendered with the Property.
Any furniture, furnishing, equipment or other articles of movable personal property owned
by Tenant and located in the Property, shall be and shall remain the property of the Tenant and
may be removed by it at any time during the Lease Term so long as Tenant is not in default of any
of its obligations under this Agreement and the same have not become a part of the freehold and
so long as such does not materially affect Tenant's ability to use said Property and conduct its
operations as provided herein. However, if any of the Tenant's property is removed and such
removal causes damage to the Property, Tenant shall repair such damage at its sole cost and
expense. Should Tenant fail to repair any damage caused to the Property within thirty (30) days
after receipt of written notice from City directing the required repairs, City shall cause the Property
to be repaired at the sole cost and expense of the Tenant. Tenant shall pay City the full cost of such
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repairs within thirty (30) days of receipt of an invoice indicating the cost of such required repairs.
Failure to pay such invoice shall constitute a default of this Agreement as provided in Section 18.1
below.
Any property belonging to the Tenant and not removed by Tenant at the expiration or
earlier termination of the Agreement, shall, at the election of the City, be deemed to be abandoned
by Tenant, and the City may keep or dispose of such property and restore the Property to good
order within ten (10) days after billing therefore. At the expiration of the Lease Term, Tenant shall
deliver to the City the keys and combination to all safe cabinets, vaults, doors and other locks left
by Tenant on the Property.
ARTICLE XV
NO LIABILITY
15.1 No Liability.
Except to the extent caused solely by the gross negligence or intentional misconduct of the
City, in no event shall the City be liable or responsible for injury, loss or damage to the personal
property, improvements, fixtures and/or equipment belonging to or rented by Tenant, the Program
operators, their respective officers, agents, employees, invitees or patrons occurring in or about the
Property that may be stolen, destroyed, or in any way damaged by, including, without limitation,
fire, flood, steam, electricity, gas, water, rain, vandalism or theft which may leak or flow from or
into any part of the Property, or from the breakage, leakage, obstruction or other defects of the
pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the Property,
or from hurricane or any act of God or any act of negligence of any user of the facility or occupants
of the Property or any person whomsoever whether such damage or injury results from conditions
arising upon the Property or upon other portions of the Property or from other sources. Tenant
indemnifies the City its officers, agents and employees from and against any and all such claims
even if the claims, costs, liabilities, suits, actions, damages or causes of action arise from the
negligence or alleged negligence of the City, including any of its employees, representatives,
agents, or officials.
Tenant further acknowledges that as lawful consideration for being granted the right to
utilize and occupy the Property, Tenant, on behalf of itself, its agents, invitees and employees,
does hereby release from any legal liability the City, its officers, agents and employees, from any
and all claims for injury, death or property damage resulting from Tenant's use of the Property.
15.2 Force Majeure.
To the extent that the performance by either Party of any obligation under this Agreement
is actually prevented, delayed, retarded or hindered by a Force Majeure Event, and such Party
promptly notifies the other Party of the existence of such Force Majeure Event, identifies the same
to the other Party as a Force Majeure Event, and articulates the measures the non -performing or
delayed Party intends to take to mitigate such Force Majeure Event, then such Party's performance
of such obligation shall be deferred by the period of time in which performance is so prevented,
delayed, retarded or hindered. Notwithstanding the foregoing, a Force Majeure Event shall not be
applicable to Tenant's obligations (i) to pay Minimum Rent, Percentage Rent, or Additional Rent
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and all other amounts due to City under this Agreement, except to the extent provided for damage
or destruction under Article XIX below, (ii) to surrender the Property at the end of the Lease Term,
(iii) to maintain insurance, or (iv) to comply with its representations and warranties under this
Agreement.
ARTICLE XVI
COMPLIANCE WITH LAWS
16.1 Compliance With Laws.
This Agreement shall be construed and enforced according to the laws of the State of
Florida.
Tenant accepts this Agreement and hereby acknowledges that Tenant's strict compliance
with all Applicable Laws, including without limitation, the United States Army Corps of Engineers
(USACE) authorizations, State of Florida Department of Environmental Protection (DEP)
regulations, State Submerged Lands Lease/Permits, if any, Florida Building Code, City Zoning
regulations, and Fire Codes, is a condition of this Agreement. Tenant shall comply with all
Applicable Laws as the same presently exist and as they may be amended hereafter. Tenant and
its authorized agents shall also comply with reasonable directives of the City Manager and/or his
or her designee(s). Without limitation of the foregoing, Tenant represents and warrants to the City
that Tenant shall comply with §§ 18-188 (Discrimination by lessees of city -owned property —
Prohibited), 18-189 (Same —Requirements for organizations using city facilities), 18-190
(Same —Provisions of sections 18-188 and 18-189 to be part of lease), 18-191 (Same —
Termination of lease for violations), and 2-780 (Gambling prohibition required in leases of city -
owned property) of the Code, each to the extent applicable and as may be amended, all of which
are incorporated herein by reference as though fully set forth herein.
Tenant and its employees, representatives, agents, officials, will not use or knowingly
permit any other person to use the Property, or any portion thereof, including but not limited to the
Mooring Field or amenities for any improper, immoral or offensive purpose or for any purpose or
in any manner which is a violation of any Applicable Laws. Should the Tenant observe activity
which may violate the covenants of this section which is a result of a third party outside Tenant's
reasonable control, the Tenant shall use its best efforts to correct the offending conduct using its
own resources and shall be deemed to have complied with the covenants of this section by
reporting violations to the proper law enforcement agency in the event that the Tenant's property
manager, dockmaster or other representative cannot correct the offending conduct.
16.2 Non-discrimination.
Tenant represents and warrants to the City that Tenant does not and will not engage in
discriminatory practices and that there shall be no discrimination in connection with Tenant's use
of the Property on account of race, national origin, ancestry, color, sex, religion, age, handicap,
familial status, marital status or sexual orientation.
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16.3 No Discrimination in Hiring.
In the performance of this Agreement or any extension thereof, Tenant and/or its authorized
agents shall not discriminate against any employee or applicant for employment because of race,
national origin, ancestry, color, sex, religion, age, handicap, familial status, marital status or sexual
orientation. Tenant and/or its authorized agents will take actions necessary to ensure that
employees are fairly treated during employment without regard to their race, national origin,
ancestry, color, sex, religion, age, handicap, familial status, marital status or sexual orientation.
Such action shall include, but not be limited to, the following: employment, upgrading, demotion
or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms
of compensation.
16.4 Americans with Disability Act.
Tenant shall affirmatively comply with all applicable provisions of the Americans with
Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City
including Titles I and If of the ADA (regarding nondiscrimination on the basis of disability) and
all applicable regulations, guidelines and standards. Additionally, Tenant shall take affirmative
steps to ensure non-discrimination in the employment of disabled persons.
16.5 Conflict of Interest.
Tenant is aware of the conflict of interest laws of the City (Miami City Code Chapter 2,
Article V), Dade County, Florida (Dade County Code, Section 2-11.1 et, seq.) and of the State of
Florida as set forth in the Florida Statutes and agrees that it will fully comply in all respects with
the terms of said laws and any future amendments thereto.
Tenant further covenants that no person or entity under its employ, presently exercising
any functions or responsibilities in connection with this Agreement, has any personal financial
interests, direct or indirect, with the City. Tenant further covenants that, in the performance of this
Agreement, no person or entity having such conflicting interest shall be utilized in respect to
services provided hereunder. Any such conflict of interest(s) on the part of Tenant, its employees
or associated persons, or entities must be disclosed in writing to the City.
ARTICLE XVII
COMMUNITY SERVICES
It shall be a condition of this Lease, that Lessee shall provide sailing instruction at least
twenty-six (26) weeks per year and summer sailing camps at least six (6) weeks per year to benefit
the community at large on a first come first serve basis, at Lessee's sole cost.
For each Lease Year, or portion thereof, in which Lessee fails to provide any of the
community services, in whole or in part, described above herein, or fails to provide reasonable
notice of cancellation, Lessee shall be in default of this Lease and shall pay to Lessor, as Additional
Payment, the amount of One Thousand Dollars ($1,000.00) (hereinafter the "Community Service
Fee"). The payment of such Community Service Fee shall not operate to cure Lessee's default, nor
shall it prevent Lessor from the pursuit of any remedy to which Lessor would otherwise be entitled
to under this Lease, including the right of termination of all of Lessee's possessory rights
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hereunder. Lessor acknowledges Lessee's active participation in providing community services to
the public and considered the same in granting a waiver of competitive bidding and referendum
requirements as provided in Section 29-D of the City of Miami Charter. City acknowledges
Tenant's active participation in providing community services to the public since 1946 and
considered the same in negotiating and entering into this Agreement. City encourages Tenant to
continue to provide such community services to the public, primarily to the residents of the City
of Miami
ARTICLE XVIII
INSURANCE AND INDEMNIFICATION
18.1 Insurance.
Unless otherwise specified in this Agreement, Tenant shall maintain, at its sole expense, in
full force and effect at all times during the life of this Agreement or the performance of work
hereunder, insurance limits, coverages or endorsements required herein. Tenant hereby agrees the
requirements contained herein, as well as City's review or acceptance of insurance, is not intended
to and shall not in any manner limit nor qualify Tenant's liabilities and obligations under this
Agreement. Tenant shall cause any contractor or subcontractor performing work within the
Property on behalf of Tenant to, at all times during the performance of such work, maintain in full
force and effect insurance of the same type and amount as Tenant required herein.
18.2 Commercial General Liability.
Tenant shall maintain: Commercial General Liability with limits of liability not less than
$1,000,000 Each Occurrence, $2.000,000 general aggregate including coverage for, but not limited
to, Products/Completed Operations, Contractual Liability, Personal/Advertising Injury and Cross
Liability; Fire Legal liability with a limit not less than $100,000. Tenant shall ensure such coverage
is provided on a primary and non contributory basis. City must be listed as an additional insured.
18.3 Business Auto Liability.
Tenant shall maintain Business Automobile Liability with limits of liability not less than $500,000
per accident on all owned, non -owned, and hired automobiles. In the event Tenant has no owned
automobiles, this requirement shall be to maintain only Hired & Non -Owned Auto Liability. This
amended coverage may be satisfied by way of endorsement to the Commercial General Liability,
or separate Business Auto Liability. Tenant shall ensure such coverage is provided on a primary
basis. The City must be listed as additional insured.
18.4 Workers' Compensation & Employers Liability.
Tenant shall maintain Workers' Compensation & Employers Liability in accordance with
Chapter 440 Florida Statutes and applicable Federal Acts. Tenant shall ensure such coverage is
provided on a primary basis.
18.5 Property, Wind, & Flood Insurance.
Tenant shall maintain: (1) property insurance in an amount not less than 100% of the total
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replacement cost of any buildings, additions, betterments and improvements to the property,
including those made by or on behalf of Tenant, as well as Tenant's personal property and contents
located on the Property. The settlement clause shall be on a Replacement Cost basis. Coverage
shall be written with a Special - Cause of Loss (All -Risk) form including coverage named storm
and hail, along with Ordinance & Law in an amount not less than 25% of the property insurance
limit. (2) Flood insurance, regardless of the flood zone, in an amount not less than 100% of the
total replacement cost of any buildings, additions, betterments, or improvements, including those
made by or on behalf of Tenant as well as Tenant's contents located on the Property; or the
maximum amount available from the National Flood Insurance Program, whichever is less. (3)
Windstorm insurance, unless included as a covered peril in the property insurance, in an amount
not less than 100% of the total replacement cost of any buildings, additions, betterments or
improvements, including those made by or on behalf of Tenant as well as Tenant's personal
property and contents located on the Property, or the maximum amount available under the Florida
Windstorm Underwriting Association, whichever is less. Tenant shall ensure such coverage is
provided on a primary basis. In addition, coverage for business income must also be included with
sufficient limits to replace loss of income, and business expenses including rent. The City must be
listed as loss payee.
18.6 Umbrella Liability
Tenant shall provide a certificate of insurance with regards to umbrella liability with limits
of $1,000,000 per occurrence, $2,000,000 policy aggregate. The City must be listed as additional
insured. Coverage should be excess following form over all third party liability policies contained
herein including liquor.
18.7 Protection & Indemnity, If Applicable
Tenant shall provide the City with a certificate of insurance affording coverage for
Protection and Indemnity as may be applicable in connection with Tenant's operations with limits
of $1,000,000 per occurrence and policy aggregate. The City must be listed as additional insured
on this coverage.
18.8 Liquor Liability
Tenant shall provide the City with a certificate of insurance affording coverage for liquor
liability with limits of $1,000,000 per common cause, $2,000,000 policy aggregate listing the City
as an additional insured.
18.9 Additional Insured Endorsement.
Tenant shall cause each liability insurance policy required to be maintained by Tenant to
be endorsed to add the City as an Additional Insured on, except for Workers' Compensation and
Business Auto Liability. The CG 2011 Additional Insured - Managers or City's of Property or CG
2026 Additional Insured - Designated Person or Organization endorsements, or their equivalent,
shall be used to endorse the Commercial General Liability policy. The standard Additional Insured
endorsement offered by the insurer shall be used to endorse the other policies, when required.
Tenant shall ensure the Additional Insured endorsements provide coverage on a primary basis. The
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Additional Insured endorsement shall read "City of Miami, a Municipal Corporation of the State
of Florida, its Officers, Employees and Agents", c/o Risk Management Dept., 100 North Andrews
Avenue, Miami, FL 33301.
18.10 Loss Payee Endorsement.
Tenant shall cause the Property, Flood and Windstorm Insurance policies to be endorsed
to add the City as a Loss Payee. Tenant shall ensure the Loss Payee endorsement provides coverage
on a primary basis. The Loss Payee endorsement shall read "City of Miami, a municipal
corporation of the state of Florida, c/o Risk Management Dept., 100 North Andrews Avenue,
Miami, FL 33301.
18.11 Certificate of Insurance.
Tenant will deliver to the City, a certificate of insurance with respect to each required
policy to be provided by the Tenant under this Section. The required certificates must be signed
by the authorized representative of the Insurance Company shown on the certificate.
Submit certificates of insurance to:
City of Miami
c/o Risk Management Dept
14 NE 1st Avenue, 2nd Floor
Miami, FL 33132
Subsequently, Tenant shall, during the Lease Term, and prior to each renewal thereof,
provide such evidence to the City. The certificate of insurance shall include a minimum thirty (30)
day endeavor to notify due to cancellation or non -renewal of coverage. In the event coverage is
cancelled or not renewed during the life of this Agreement, Tenant shall furnish thirty (30) days
prior to, but in no case later than the expiration of such insurance, a new certificate of insurance
evidencing replacement coverage. Should Tenant fail to maintain the insurance required herein,
the City shall have the right, but not the obligation, to purchase or maintain said insurance, and
Tenant shall promptly pay as Additional Rent, upon demand from City, all premiums and expenses
incurred by City.
18.12 Waiver of Subrogation.
Tenant hereby agrees to a Waiver of Subrogation for each required policy. When required
by the insurer or should a policy condition not allow a pre -loss agreement to waive subrogation
without an endorsement, Tenant shall notify its insurer and request the policy be endorsed with a
Waiver of Transfer of Rights of Recovery Against Others, or its equivalent. This Waiver of
Subrogation requirement shall not apply to any policy, which includes a condition prohibiting such
an endorsement, or voiding coverage should Tenant enter into such an agreement on a pre -loss
basis.
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18.13 Premiums and Proceeds.
Tenant shall not keep, use, sell or offer for sale in or upon the Property any article which
may be prohibited by any condition, provision or limitation of the property, flood, or wind
insurance policies. Tenant shall be responsible for all premiums, including increases, for all
insurance policies required by this Agreement. All property, flood or windstorm insurance
proceeds as a result of a loss shall be made available for use to promptly replace, repair or rebuild
the buildings, betterments and improvements, including those made by or on behalf of Tenant, in
order to ensure a replacement cost settlement and avoid policy cancellation. In the event the
Property is rendered untenantable in whole or in part, the insurance proceeds collected in
connection therewith shall be promptly paid to the City and utilized in the manner set forth in
Section 19.1.
18.14 Deductibles, Coinsurance, & Self -Insured Retention.
Tenant shall be fully and solely responsible for any deductible, coinsurance penalty, or
self -insured retention; including any losses, damages, or expenses not covered due to an exhaustion
of limits or failure to comply with the policy terms.
18.15 Right to Review, Reject or Adjust Insurance.
The City's Risk Management Department shall have the right, but not the obligation, to
review, reject or accept insurance policies, limits, or endorsements throughout the life of this
Agreement. The City reserves the right, but not the obligation, to review and reject any insurer
providing coverage because of poor financial condition or by way of illegal operation. The City
shall provide Tenant written notice of such action, and Tenant shall agree to cure or comply with
such action within thirty (30) days receipt thereof.
18.16 No Representation of Coverage Adequacy.
The limits, coverages or endorsements identified herein primarily transfer risk and
minimize liability for the City, and Tenant agrees not to rely upon such requirements when
assessing risk or determining appropriate types or limits of coverage to protect Tenant against any
loss exposures, whether as a result of this Agreement or otherwise.
18.17 Insurance for Special Events and Outside Persons/Groups.
Excluding City or its affiliates, when Tenant permits or schedules the use of the Property
for a special event or outside persons/groups, Tenant shall require the special event or outside
person/group to maintain Commercial General Liability, as described in Section 7.01, with limits
of liability not less than $1,000,000. Tenant shall ensure that City and Tenant are named as
Additional Insured under such policy, as described in Section 7.05. Tenant shall obtain and, when
requested by the City, furnish copies of certificates of insurance evidencing such coverage for the
special event or outside person/group.
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18.18 Pollution Legal Liability.
Tenant shall maintain Pollution Liability, or similar Environmental Impairment Liability,
at a minimum limit not less than $1,000,000.00 per occurrence/$2,000,000.00 annual aggregate
providing coverage for damages including, but not limited to, third -party liability, clean up,
corrective action including assessment, remediation and defense costs. When a self -insured
retention or deductible exceeds $10,000.00, the City reserves the right, but not the obligation, to
review and request a copy of Tenant's most recent annual report or audited financial statements in
evaluating the acceptability of a higher self -insured retention or deductible in relationship to
Tenant's financial condition. Tenant shall cause the pollution liability policy shall be endorsed to
include "City of Miami Board of City Commissioners, a Political Subdivision of the State of
Florida, its Officers, Employees and Agents" as an Additional Insured.
18.19 Indemnification.
Without limitation of Tenant's indemnification obligations as provided in this Agreement,
Tenant agrees to indemnify, defend (at its own cost and expense), covenant not to sue, and hold
harmless the City, their respective officers, officials, and employees, in their individual or official
capacity (hereinafter collectively referred to as the "Indemnitees") from and against any and all
claims, liabilities, damages, or causes of action of any nature ("Liabilities") arising out of, resulting
from, or in connection with: (i) the Tenant's use of the Property, (ii) the direct or indirect
performance or non-performance of this Agreement, whether it is, or is alleged to be, directly or
indirectly caused, in whole or in part, by any act, omission, default, or negligence (whether active
or passive) of the indemnitees, or any of them, and/or (iii) the failure of Tenant to comply with
any of the provisions contained herein, or to conform to statutes, ordinances, rules, regulations,
conditions of approval, permits or requirements of any governmental authority, federal or state, in
connection with the procuring or performance of this Agreement, including, without limitation all
actions and omissions by Tenant taken as a result of or in connection with this Agreement. Without
limitation of the foregoing, Tenant expressly agrees to indemnify, covenant not to sue, and hold
harmless the indemnitees, or any of them, from and against all Liabilities which may be asserted
by an employee or former employee of Tenant, or any of its subcontractors, agents, representatives,
or consultants as provided above, for which Tenant's liability to such employee or former
employee would otherwise be limited to payments under state Workers' Compensation laws or
similar laws.
In the event that any action, cause of action, claim, demand or proceeding is brought against
the Indemnitees, Tenant shall, upon written notice from the City, resist and defend such action or
proceeding by counsel reasonably satisfactory to the City. Tenant expressly understands and agrees
that any insurance protection required by this Contract or otherwise provided by Contractor shall
in no way limit the responsibility to indemnify, hold, keep and save harmless and defend the
Indemnitees. This indemnification provision shall survive the expiration, termination, failure to
renew, or cancellation of this Agreement and shall continue in effect until the expiration of the
corresponding statute of limitations. Tenant recognizes the broad nature of this indemnification
provision and all other indemnification obligations contained in this Agreement and specifically
acknowledges that City would not have entered into this Agreement without Tenant's agreement
to indemnify City and further acknowledges the receipt of good and valuable separate
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consideration provided by City in support hereof in accordance with the laws of the State of
Florida. This provision shall survive expiration or termination of this Agreement.
ARTICLE XIX
DESTRUCTION OF PROPERTY
19.1 Destruction of Property
In the event the Property shall be destroyed or so damaged or injured by fire or other
casualty during the Term of this Lease or any extension thereof, whereby the same shall be
rendered untenantable in whole or in part then the Tenant shall, upon Tenant's determination in
consultation with the City, and considering all available insurance proceeds, that complete or
partial renovation is commercially reasonable, commence restoration thereof within sixty (60)
days and thereafter diligently pursue the restoration to completion. If complete or partial
renovation is not commercially reasonable, then this Agreement shall be terminated, and the City
shall receive all insurance proceeds payable on account of said casualty. Notwithstanding the
foregoing, if the damage or destruction occurs during the last five years of the lease term, the City
may at its option terminate this Agreement and receive all insurance proceeds payable on account
of said casualty. In the event the determination is made to restore the Property which has been
rendered untenantable in its entirety, Tenant shall have no obligation to pay Rent until such time
as the Property is restored to a condition that permits its use, in whole or in part. In the event this
Lease is terminated pursuant to this provision, the parties shall be relieved of all further obligations
hereunder arising after the date of such termination. The termination herein mentioned shall be
evidenced in writing. Notwithstanding any language contained herein to the contrary, in no event
shall any termination of this Agreement serve to waive or diminish the City's rights or remedies
in connection with any rights or obligations arising prior to the effective date of termination or
otherwise surviving the termination or expiration of this Agreement.
ARTICLE XX
DEFAULT AND TERMINATION
20.1 Default Provisions.
Each of following events is defined as an Event of Default under the terms and conditions
of this Agreement:
a) The failure of Tenant to fulfill any monetary obligations, including without
limitation a failure to pay any Minimum Monthly Rents, Percentage Rents, Additional
Rents, property taxes, utility payments and any other fees related to the Property, including
but not limited to, assessments and any other additional payments which are due and owing
and the continuance of the failure for a period of fifteen (15) days after notice in writing
from the City to Tenant;
b) The failure of the Tenant to perform any of the other covenants, conditions
and agreements of this Agreement on the part of the Tenant 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 nature of the default) from the City to the Tenant, unless with
respect to any default which cannot be cured within thirty (30) days, the Tenant, in good
33
faith, promptly after receipt of written notice, shall have commenced and continued
diligently to reasonably prosecute all actions necessary to cure the default and shall have
so notified the City in writing;
c) The consistent failure to make timely payments of the Minimum Rent,
Percentage Rent, Additional Rent or any other additional payments due and payable by
Tenant. In such case, no notice or opportunity to cure shall be required after the first notice
of nonpayment in any Lease Year has been issued;
d) The failure of the Tenant to use and operate the submerged lands portion of
the Property in compliance with the provisions of the State Deed or other conditions
imposed by the State of Florida in connection therewith. Such failure shall constitute an
Event of Default if the Tenant fails to cure the foregoing violation within the earlier of ten
(10) days written notice thereof or the cure periods established by the State. No cure period
shall apply to any repeat violation of the same or similar nature or any violation that, in
Landlord's reasonable determination, jeopardizes the State Deed or Landlord's interest in
the Property. Any pattern or practice of noncompliance, whether or not cured, shall
constitute an immediate Event of Default;
e) The failure to maintain tax-exempt status under section 501(c)(7) of the
internal revenue code, as amended, which is not promptly cured;
f) The filing of an application by the Tenant: (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; of an answer admitting the material allegations of, or its consenting to, or
defaulting in answering, a petition filed against it in any bankruptcy proceeding;
g) The entry of an order, judgment or decree by any court of competent
jurisdiction, adjudicating the Tenant 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 Agreement is taken under
a writ of execution;
h) The repeated failure of Tenant to remit any information, to the City's
satisfaction, requested to monitor compliance with this Agreement. In such case, no notice
or opportunity to cure shall be required after the first notice of failure to provide requested
information in any Lease Year has been issued. Without limiting the generality of the
foregoing, in the event this 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 time to time,
the trustee shall cure any default under this Agreement and shall provide the City with
adequate assurance of future performance of all of the terms and conditions of this
Agreement. If the trustee does not cure such default and provide such adequate assurances
within the applicable time periods provided by the Bankruptcy Code, then this Agreement
shall be deemed rejected automatically and the City shall have the right immediately to
34
possession of the Property and shall be entitled to all remedies provided by the Bankruptcy
Code for damages for breach or termination of this Agreement; or
i) Tenant's discontinuance of the use and operation of the Property for the
purposes and uses allowed under this Agreement, after first having been given the
opportunity to cure said violation within thirty (30) days.
20.2 Termination And Remedies For Default.
The City may treat any one or more of the Event(s) of Default as a breach of this
Agreement, and thereupon at its option, without further notice or demand of any kind to the Tenant
or any other person, the City 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 Agreement and dispossess the Tenant by
giving a ten (10) day notice of such election to the Tenant, and re-enter the property,
without any additional opportunity to cure and without the necessity of legal proceedings.
In the event of such termination, the City shall have the right to seek any damages sustained
by it by reason of the Tenant's actions or inactions and the resulting termination of this
Agreement. Upon termination of this Agreement, the Tenant shall immediately cease all
operations at the Property and surrender the Property in accordance with the provisions
contained herein.
b) Perform, on behalf of and at the expense of the Tenant, any obligation of
the Tenant under this Agreement which the Tenant has failed to perform, the cost of which
performance by the City, together with interest thereon at the rate of eighteen percent (18%)
from the date of such expenditure, shall be deemed additional payments and shall be
payable by the Tenant to the City upon demand. The Tenant agrees that the City shall not
be liable to the Tenant for any damage resulting to the Tenant as a result of such action.
c) Exercise any other legal or equitable right or remedy which it may have
under this Agreement, at law or in equity.
Notwithstanding the provisions of clauses (a) through (c) above and regardless of whether
an Event of Default shall have occurred, the City may exercise the remedy described in clause (i)
without any notice to the Tenant if the City, in the exercise of its commercially reasonable good
faith judgment, believes it would be injured by failure to take rapid action or if the unperformed
obligation of the Tenant constitutes an emergency.
All of the remedies of the City 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 City in enforcing any of its rights or remedies
under this Agreement shall be deemed to be Additional Rent and shall be repaid to the City by the
Tenant upon demand.
35
ARTICLE XXI
MISCELLANEOUS PROVISIONS
21.1 City's Access to Property.
The City and its authorized representative(s) shall have at all times access to the Property.
The City will maintain a complete set of keys to the Property. Tenant, at its sole cost and expense,
may duplicate or change key locks to the Property but not until first receiving written approval
from the Director for such work. In the event Tenant changes key locks as approved by the
Director, Tenant, at its sole cost and expense, must also provide to the City a copy or copies of
said keys, if more than one copy is required.
The City shall have access to and entry into the Property at any time to (a) inspect the
Property, (b) to perform any obligations of Tenant hereunder which Tenant has failed to perform
after written notice thereof to Tenant, Tenant not having cured such matter within ten (10) days of
such notice, (c) to assure Tenant's compliance with the terms and provisions of this Agreement
and all applicable laws, ordinances, rules and regulations, (d) to show the Property, to prospective
purchasers, tenants or others, and (e) for other purposes as may be deemed necessary by the City
Manager in the furtherance of the City's corporate purpose, provided however that City shall make
a diligent effort to provide at least 24-hours advance notice and Tenant shall have the right to have
one or more of its representatives or employees present during the time of any such entry. The City
shall not be liable for any loss, cost or damage to the Tenant by reason of the exercise by the City
of the right of entry described herein for the purposes listed above. The making of periodic
inspection or the failure to do so shall not operate to impose upon the City any liability of any kind
whatsoever nor relieve the Tenant of any responsibility, obligations or liability assumed under this
Agreement.
21.2 Public Records.
Tenant understands that the public shall have access, at all reasonable times, to all
documents and information pertaining to City agreements, subject to the provisions of Chapter
119, Florida Statutes, and agrees to allow access by the City and the public to all documents subject
to disclosure under applicable laws. Tenant shall additionally comply with Section 119.0701,
Florida Statutes, including without limitation: (1) keep and maintain public records that ordinarily
and necessarily would be required by the City to perform this service; (2) if required, provide the
public with access to public records on the same terms and conditions as the City would at the cost
provided by Chapter 119, Florida Statutes, or as otherwise provided by law; (3) ensure that public
records that are exempt or confidential and exempt from disclosure are not disclosed except as
authorized by law; (4) meet all requirements for retaining public records and transfer, at no cost,
to the City all public records in its possession upon termination of this Agreement and destroy any
duplicate public records that are exempt or confidential and exempt from disclosure requirements;
and, (5) provide all electronically stored public records that must be provided to the City in a
format compatible with the City's information technology systems. Notwithstanding the
foregoing, Contractor shall be permitted to retain any public records that make up part of its work
product solely as required for archival purposes, as required by law, or to evidence compliance
with the terms of the Agreement.
36
SHOULD TENANT DETERMINE TO DISPUTE ANY PUBLIC
ACCESS PROVISION REQUIRED BY FLORIDA STATUTES, THEN
TENANT SHALL DO SO AT ITS OWN EXPENSE AND AT NO COST
TO THE CITY. IF TENANT HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO
TENANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO
THE LEASE, CONTACT THE CUSTODIAN OF PUBLIC RECORDS
AT (305) 416-1800, VIA EMAIL AT
PUBLICRECORDS@MIAMIGOV.COM, OR REGULAR MAIL AT
CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND
AVENUE, 9TH FLOOR, MIAMI, FL 33130. THE TENANT MAY
ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF
MIAMI DEPARTMENT WHO IS ADMINISTERING THIS
AGREEMENT.
21.3 Notices.
All notices or other communications, which shall or may be given pursuant to this
Agreement shall be in writing and shall be delivered by hand or certified mail, return receipt
requested, addressed to the other party, their counsel and/or representatives at the respective
addresses indicated herein or as the same may be changed in writing from time to time. Such notice
shall be deemed given on the day on which hand -delivered or, if by mail, on the fifth day after
being posted or the date of actual receipt, whichever is earlier.
If to City of Miami:
With a copy to:
City Manager
City of Miami
3500 Pan American Drive
Miami, Florida 33133
City Attorney
City of Miami
444 S.W. 2nd Avenue, 9th Floor
Miami, Florida 33130
Department of Real Estate and Asset
Management
City of Miami
14 NE 1st Avenue, 2nd Floor
Miami, Florida 33132
If to Tenant: Coconut Grove Sailing Club, Inc.
Attn: Commodore
37
With a copy to:
21.4 Advertising.
2990 South Bayshore Dr
Miami, FL 33133
Coconut Grove Sailing Club, Inc.
Attn: General Manager
2990 South Bayshore Dr
Miami, FL 33133
Tenant shall not permit any signs or advertising matter to be placed either in the interior or
upon the exterior of the Property without having first obtained the approval of the Director or
his/her designee, which approval may be withheld for any or no reason, at his/her sole discretion.
In connection with its operation of the bar, Tenant shall be authorized to maintain customary bar
displays such as spigot handles and labeling. Tenant shall, at its sole cost and expense, install,
provide, maintain such signs, decorations, advertising matter or other things as may be permitted
hereunder in good condition and repair at all times. Tenant must further obtain approval from all
governmental authorities having jurisdiction and must comply with all applicable requirements set
forth in the City of Miami Code and Zoning Ordinance. Upon the cancellation of this Agreement,
Tenant shall, at its sole cost and expense, remove all signs, decorations, advertising matter or other
things permitted hereunder from the Property. If any part of the Property is in any way damaged
by the removal of such items, said damage shall be repaired by Tenant at its sole cost and expense.
Should Tenant fail to repair any damage caused to the Property within ten (10) days after receipt
of written notice from the City directing the required repairs, the City shall cause the Property to
be repaired at the sole cost and expense of Tenant. Tenant shall pay the City the full cost of such
repairs within five (5) days of receipt of an invoice indicating the cost of such required repairs.
Tenant hereby understands and agrees that the City may, at its sole discretion, erect or place
upon the Property an appropriate sign indicating City's having issued this Agreement.
Tenant may display banners for sponsors and donors of its various sailing regattas and
events without seeking Director approval, provided Tenant shall comply with all Applicable Laws,
including obtaining all necessary permits or other regulatory approvals. All banners shall be
temporary in nature and shall be removed promptly after the conclusion of the applicable regatta
or event. In no event shall any banner (i) promote or depict tobacco products, vaping, illegal
activity, obscenity, sexually suggestive conduct, or adult entertainment, or (ii) promote, endorse,
or otherwise cast a favorable light upon the government of any country or territory that is subject
to comprehensive economic sanctions administered by the U.S. Depaitruent of the Treasury's
Office of Foreign Assets Control (OFAC), the U.S. Depait,uient of State, or any other agency of
the United States government.
21.5 Waiver.
Any waiver by either party or any breach by either party of any one or more of the
covenants, conditions or provisions of this Agreement shall not be construed to be a waiver of any
subsequent or other breach of the same or any covenant, condition or provision of this Agreement,
nor shall any failure on the part of the City to require or exact full and complete compliance by
38
Tenant with any of the covenants, conditions or provisions of this Agreement be construed as in
any manner changing the terms hereof to prevent the City from enforcing in full the provisions
hereto, nor shall the terms of this Agreement be changed or altered in any manner whatsoever other
than by written agreement of the City and Tenant.
21.6 Waiver of Jury Trial.
The Parties hereby knowingly, irrevocably, voluntarily and intentionally waive any right
either may have to a trial by jury in respect of any action, proceeding or counterclaim based on
this Agreement, or arising out of, under or in connection with this Agreement or any amendment
or modification of this Agreement, or any other agreement executed by and between the Parties in
connection with this Agreement, or any course of conduct, course of dealing, statements (whether
verbal or written) or actions of any party hereto. This waiver of jury trial provision is a material
inducement for the City and Tenant entering into the subject transaction.
21.7 Invalidity.
In the event that any non -material provision of this Agreement shall be held to be invalid
for any reason, such invalidity shall not affect the remaining portions of this Agreement and the
same shall remain in full force and effect.
21.8 Time of Essence.
It is expressly agreed by the Parties hereto that time is of the essence with respect to this
Agreement. If the final day of any period falls on a weekend or legal holiday, then the final day of
said period or the date of performance shall be extended to the next business day thereafter.
21.9 No Interpretation Against Draftsmen.
The Parties agree that no provision of this Agreement shall be construed against any
particular party and each party shall be deemed to have drafted this Agreement.
21.10 Further Acts.
In addition to the acts and deeds recited herein and contemplated to be performed, executed
and/or delivered by the Parties, the Parties each agree to perform, execute and/or deliver or cause
to be performed, executed and/or delivered any and all such further acts, deeds and assurances as
may be necessary to consummate the transactions contemplated hereby.
21.11 Litigation.
Any dispute herein shall be resolved in the courts of Miami -Dade County, Florida. The
Parties shall attempt to mediate any dispute without litigation. However, this is not intended to
establish mediation as a condition precedent before pursuing specific performance, equitable or
injunctive relief. This Agreement shall be construed and enforced according to the laws of the
State of Florida.
39
21.12 Attorney's Fees.
Except as explicitly set forth herein, each party shall bear their own respective attorney's
fees in any dispute arising in connection with this Agreement.
21.13 Third Party Beneficiary.
This Agreement is solely for the benefit of the Parties hereto and no third party shall be
entitled to claim or enforce any rights hereunder.
21.14 No Partnership.
Nothing contained herein shall make, or be construed to make any party a principal, agent,
partner or joint venturer of the other.
21.15 No Recordation.
The Tenant shall not record this Agreement without the prior written consent of the City.
However, the City Manager may require that this Agreement be recorded or a "Short Form"
memorandum of this Agreement be executed by both Parties and recorded.
21.16 Amendments and Modifications.
No amendments or modifications to this Agreement shall be binding on either party unless
in writing, signed by both Parties and approved by the City Manager. The City Manager is
authorized to approve non -substantive amendments or modifications to this Agreement as needed.
21.17 Titles and Headings.
Title and section headings are for convenient reference and are not a part of this Agreement.
21.18 City's Rights as Sovereign.
The City is entering into this Agreement only in its proprietary (not regulatory) capacity
and retains all of its sovereign prerogatives and rights and regulatory authority (quasi-judicial or
otherwise) as a municipality under all applicable laws (all of which shall be absolute and unfettered
in all respects). In no event shall any language contained in this Agreement serve to waive or
diminish the City's regulatory authority or rights, including without limitation, that the City retains
all rights of sovereign immunity.
21.19 Anti -Human Trafficking.
Tenant confirms and certifies that neither it, nor any entity engaged by it in connection
with this Agreement, is in violation of Section 787.06, Florida Statutes, and that it does not and
shall not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes.
Landlord shall execute and submit to the City an Affidavit, of even date herewith, in compliance
with Section 787.06(13), Florida Statutes, attached an incorporated herein as Exhibit "G." If
Tenant fails to comply with the terms of this subsection, the City may suspend or terminate this
40
Agreement immediately, without prior notice, and in no event shall the City be liable to Tenant for
any additional compensation or for any consequential or incidental damages.
21.20 Entire Agreement.
This Agreement represents the entire understanding between the Parties hereto as to the
subject matter hereof, and supersedes all prior written oral negotiations, representations,
warranties, statements or agreements between the Parties hereto as to the same. There are no
promises, terms and conditions, or obligations other than those contained herein, and no party has
relied upon the statements or promises of the representatives of any party hereto.
21.21 Authority.
Each of the Parties hereto acknowledges it is duly authorized to enter into this Agreement
and that the signatories below are duly authorized to execute this Agreement on their respective
behalf.
21.22 Electronic Signatures; Counterparts.
This Agreement may be executed in any number of counterparts, each of which so executed
shall be deemed to be an original, and such counterparts shall together constitute but one and the
same Lease. The parties shall be entitled to sign and transmit an electronic signature of this
Agreement (whether by facsimile, PDF or other email transmission), which signature shall be
binding on the party whose name is contained therein. Any party providing an electronic signature
agrees to promptly execute and deliver to the other parties an original signed Agreement upon
request.
Remainder intentionally left blank
Signatures on following page
41
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly
executed and delivered by their respective officers and hereunto duly authorized as of the date first
above written.
ATTEST:
By:
Signa
Print Name A
By „..!2--,1 geer—
.tur
Print Name6. ' fit'. 7/
ATTEST:
,-DocuSigned by:
E46D7560DCF1459...
Todd B. Hannon
City Clerk
Signed by:
TENANT:
COCONUT GROVE SAILING CLUB,
INC., a nonprofit organization under the laws
of the Sta _.. f Florida
By,
Print Name:
Si
STriltecifcre.
Lirtierayn
Signature MarlekJ e'er
Print Name: La`t,xe' • S% ios6
CORPORATE SEAL
APPROVED AS TO INSURANCE
REQUIREMENTS:
,-DocuSigned by:
Fri abWIe,
-27395C6318214E7...
David Ruiz, Interim Director
Department of Risk Management
42
[Corporate Seal]
CITY OF MIAMI, a municipal corporation
of the State of Florida
Signed by:
A68C256F2C6A478...
James Reyes
City Manager
APPROVED AS TO FORM AND
CORRECTNESS:
,-DocuSigned by:
Abriy,4wysb 111
...,"- 88776E9FE88248B...
George K. Wysong III
City Attorney
Matter ID 25-481
EXHIBIT"A"
LEGAL DESCRIPTION OF PROPERTY
Uplands
Commence at the intersection of the City monument line of McFarlane Road and the City
monument line of South Bayshore Drive; thence run northeasterly along the City monument line
of South Bayshore Drive a distance of 32.57' to a point; thence run southeastwardly along a line
32.50' northeasterly and parallel with the City monument line of McFarlane Road, a distance of
200.44' to the Point of Beginning; thence run northeastwardly along a line 200.00' southeasterly
of and parallel with the City monument line of South Bayshore Drive a distance of 292.00' to a
point; thence run southeastwardly along a line 324.50' northeasterly of and parallel with the City
monument line of McFarlane Road a distance of 150.00', more or less, to the present high tide
line of Biscayne Bay; thence meandering the high tideline of Biscayne Bay run southwestwardly
a distance of 298.00', more or less, to a point 32.50' northeasterly of the City monument line of
McFarlane Road; thence run northwestwardly along a line 32.50' northeasterly of and parallel
with the City monument line of McFarlane Road a distance of 180.00', more or less to the Point
of Beginning, including all buildings, structures or other installations now existing thereon;
containing 1.1 acres more or less.
Submerged Lands
A portion of Sovereign Submerged Land in Sections 21 and 22, Township 54, Range 41 East, in
Biscayne Bay, Miami -Dade County, Florida, being more particularly described as follows:
Commence at the City Monument at the intersection of City Monument lines of McFarlane Road
and South Bayshore Drive; thence South 45°42'41" East, along the City Monument line of
McFarlane Road, a distance of 398.44 feet; thence South 37°12'19" West, a distance of 464.38
feet to a point which is known as Station 14+00.00 in the stationing of the Dinner Key Marina;
thence South 45°42'41" East, a distance of 286.06 feet to the Point of Beginning;
thence continue South 45°42'41" East, a distance of 261.93 feet; thence North 61 °47'34" East, a
distance of 999.68 feet; thence South 74°44'09" East, a distance of 339.04 feet; thence South
46°49'25" East, a distance of 150.00 feet; thence North 43°10'35" East, a distance of 148.86 feet;
thence North 46°49'25" West, a distance of 971.99 feet; thence North 73°59'29" West, a distance
of 443.86 feet; thence South 45°17'41 " West, a distance of 499.98 feet; thence South 35°56'52"
West, a distance of 41.76 feet; thence South 46°17'01" East, a distance of 365.29 feet; thence
South 44°58'26" West, a distance of 502.94 feet to the Point of Beginning.
Said Sovereign Submerged Lands lying and being in the City of Miami, Miami -Dade County,
Florida, containing a total area of 20.20 acres (879,973 square feet), more or less.
EXHIBIT "B"
DEP LETTER
Letter attached on the following six (6) pages
FLORIDA DEPARTMENT OF
Environmental Protection
Marjory Stoneman Douglas Building
3900 Commonwealth Boulevard
Tallahassee, FL 32399
March 10, 2026
City of Miami
14 NE 1st Avenue, 2nd Floor
Miami, FL 33132
Subject: Coconut Grove Sailing Club
Ron DeSantis
Governor
Jay Collins
Lt. Governor
Alexis A. Lambert
Secretary
To whom it may concern:
In 2010, the Department issued a letter in regards to a proposed use on lands
owned by the City of Miami subject to a deed restriction for public purposes
(Board of Trustees Deed Number 19447). The opinion letter is attached for
reference as Attachment A. At that time, the Department stated that the
proposed use complied with the deed restriction because the Sailing Club is open
to the general public on a "first come, first serve" basis and advertises as such.
The lease between the City and the Club is due to expire and the parties desire
to enter into a new lease, per City resolution R-25-0527 attached as Attachment
B. So long as the Club continues to operate on a first come, first serve basis and
continues to advertise the same, the activity complies with the aforementioned
public purpose deed restriction.
Regards,
Brad Richardson, Chief
Bureau of Public Land Administration
Division of State Lands
FLOR
April 15, 2010
Mr. Peter Branning
Coconut Grove Sailing Club
2990 South Bayshore Drive
Miami, Florida 33133
Dear Mr. Branning:
Florida Department of
Environmental Protection
Marjory Stoneman Douglas Building
3900 Commonwealth Boulevard
Tallahassee, Florida 32399-3000
Charlie Crlsl
cillvcrnor
(ill koltiinip
It Governor
Mithuel W. 'Sole
IV
Attachment A
Because the Coconut Grove Sailing Club has (i) revised its mooring license agreement to
provide that the sailboat moorings are open to the general public on a "first come, first serve"
basis as defined in subsection 18-21.003(27), Florida Administrative Code, with no qualifying
requirement for membership in the club and; (ii) amended its charter and updated its website
to reflect this, the Division of State Lands has determined that the facility now complies with
the restrictive covenant in Board of Trustees of the Internal Improvement Trust Fund Deed No.
19447 to the City of Miami that requires the deeded lands "be used solely for public purposes,
including municipal purposes and not otherwise."
If you have any questions or need additional information, please feel free to call me at 850-245-
2806 or via email at scott.woolam@dep.state.fl.us
Sincerely,
Scott E. Woolam, Chief
Bureau of Public Land Administration
Division of State Lands
"Altort• Prcltectron, Lc'., Prl>I.
Kith
Attachment B
AGENDA ITEM COVER PAGE
File ID: #18546
Resolution
Sponsored by: Commissioner Damian Pardo
A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S),
PURSUANT TO SECTION 29-D OF THE CHARTER OF THE CITY OF MIAMI,
FLORIDA, AS AMENDED, WAIVING COMPETITIVE BIDDING AND REFERENDUM
REQUIREMENTS, AND AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND
EXECUTE A LEASE AGREEMENT ("AGREEMENT"), IN A FORM ACCEPTABLE TO
THE CITY ATTORNEY, BETWEEN THE CITY OF MIAMI ("CITY") AND COCONUT
GROVE SAILING CLUB, INC., A NON-PROFIT FLORIDA CORPORATION
("LESSEE"), FOR THE LEASING OF CITY -OWNED PROPERTY LOCATED AT 2990
SOUTH BAYSHORE DRIVE, MIAMI, FLORIDA, AS LEGALLY DESCRIBED IN
EXHIBIT "A," ATTACHED AND INCORPORATED ("PROPERTY"), PROVIDED SAID
AGREEMENT SHALL COMMENCE ON JULY 1, 2026, FOR A TOTAL TERM OF
FORTY (40) YEARS, FOR AN ANNUAL BASE RENT EQUAL TO THE GREATER OF
ONE HUNDRED AND EIGHTY THOUSAND DOLLARS AND ZERO CENTS
($180,000.00), SUBJECT TO A THREE PERCENT (3%) INCREASE PER YEAR, OR
PERCENTAGE RENT EQUAL TO TEN PERCENT (10%) OF GROSS SALES, WITH
TERMS AND CONDITIONS AS MORE SPECIFICALLY SET FORTH IN SAID
AGREEMENT; FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE
AND EXECUTE ALL NECESSARY DOCUMENTS, INCLUDING AMENDMENTS AND
MODIFICATIONS TO SAID AGREEMENT, IN FORMS ACCEPTABLE TO THE CITY
ATTORNEY, AS MAY BE NECESSARY FOR SAID PURPOSE.
City of Miami
Legislation
Resolution
Enactment Number: R-25-0527
City Hall
3500 Pan American Drive
Miami, FL 33133
www.miamigov.com
File Number: 18546 Final Action Date:12/11/2025
A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S),
PURSUANT TO SECTION 29-D OF THE CHARTER OF THE CITY OF MIAMI,
FLORIDA, AS AMENDED, WAIVING COMPETITIVE BIDDING AND REFERENDUM
REQUIREMENTS, AND AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND
EXECUTE A LEASE AGREEMENT ("AGREEMENT"), IN A FORM ACCEPTABLE TO
THE CITY ATTORNEY, BETWEEN THE CITY OF MIAMI ("CITY") AND COCONUT
GROVE SAILING CLUB, INC., A NON-PROFIT FLORIDA CORPORATION
("LESSEE"), FOR THE LEASING OF CITY -OWNED PROPERTY LOCATED AT 2990
SOUTH BAYSHORE DRIVE, MIAMI, FLORIDA, AS LEGALLY DESCRIBED IN
EXHIBIT "A," ATTACHED AND INCORPORATED ("PROPERTY"), PROVIDED SAID
AGREEMENT SHALL COMMENCE ON JULY 1, 2026, FOR A TOTAL TERM OF
FORTY (40) YEARS, FOR AN ANNUAL BASE RENT EQUAL TO THE GREATER OF
ONE HUNDRED AND EIGHTY THOUSAND DOLLARS AND ZERO CENTS
($180,000.00), SUBJECT TO A THREE PERCENT (3%) INCREASE PER YEAR, OR
PERCENTAGE RENT EQUAL TO TEN PERCENT (10%) OF GROSS SALES, WITH
TERMS AND CONDITIONS AS MORE SPECIFICALLY SET FORTH IN SAID
AGREEMENT; FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE
AND EXECUTE ALL NECESSARY DOCUMENTS, INCLUDING AMENDMENTS AND
MODIFICATIONS TO SAID AGREEMENT, IN FORMS ACCEPTABLE TO THE CITY
ATTORNEY, AS MAY BE NECESSARY FOR SAID PURPOSE.
WHEREAS, the City of Miami ("City") is the owner of real property and improvements
located at 2990 South Bayshore Drive, Miami, Florida, legally described in Exhibit "A," attached
and incorporated ("Property"); and
WHEREAS, Coconut Grove Sailing Club, Inc.'s ("Lessee") organizational purpose
includes: (i) the promotion of sailing as a sport and recreational activity; (ii) sailing and boating
instruction to the public; (iii) the promotion of seamanship and navigation; (iv) the sponsorship of
races and regattas to its members and for the welfare of the general public; and
WHEREAS, Section 29-D of the Charter of the City of Miami, Florida, as amended ("City
Charter"), establishes a procedure for waiving competitive bidding and referendum requirements
when entering into a lease or extending an existing lease with a non-profit, non-commercial,
water -dependent organization which provides or seeks to provide marine -recreation services
and/or activities to the community at any City -owned waterfront property, provided certain
conditions are met pertaining to public access, public use, waterfront setback and view -corridor
requirements, fair return to the City, compliance with the master plan and requirements
prescribed by ordinance pertaining to an organization using City -owned facilities; and
WHEREAS, the City Commission, pursuant to Resolution No. R-11-0236, adopted on
June 9, 2011, determined that it was in the best interest of the City to enter into a lease
agreement with Lessee for the provision of marine recreation services in accordance with the
provisions of Section 29-D of the City Charter; and
WHEREAS, in accordance with Resolution No. R-11-0236, the City entered into a lease
agreement with the Lessee, and said lease is set to expire on June 30, 2026; and
WHEREAS, City is willing to enter into a new lease agreement ("Agreement") with
Lessee commencing July 1, 2026, for a total term of forty (40) years, for the uses set forth
hereinafter, and subject to compliance with the restrictions contained in City Charter Section 29-
D; and
WHEREAS, the annual base rent shall be equal to the greater of One Hundred and
Eighty Thousand Dollars and Zero Cents ($180,000.00), increasing annually by three percent
(3%), or ten percent (10%) of Gross Sales; and
WHEREAS, the security deposit shall be equal to Thirty Thousand Dollars and Zero
Cents ($30,000.00) ("Security Deposit"); and
WHEREAS, the City currently holds the sum of Eighteen Thousand Five Hundred and
Forty Three Dollars and Ninety Cents ($18,543.90) as a security deposit under the current lease
between City and Lessee, and, simultaneously with the execution of the new Agreement,
Tenant shall deposit with City the additional sum of Eleven Thousand Four Hundred Fifty Six
Dollars and Ten Cents ($11,456.10) so that the total Security Deposit equals two (2) months of
the initial monthly minimum rent under the Lease; and
WHEREAS, during the first ten (10) years of the lease term, the Lessee shall construct
certain improvements to be more specifically described in the Agreement, including (i)
replacement of the seawall at an estimated cost of One Million, Seven Hundred Fifty Thousand
Dollars ($1,750,000.00), (ii), during the first twenty (20) years of the lease term, the Lessee shall
replace the north and south dock and associated dredging at an estimated cost of Two Million
Dollars ($2,000,000.00), and (iii) continue capital repairs as needed; and
WHEREAS, Lessee shall be responsible, at its sole cost and expense, for the
construction of all improvements within the Property, including, but not limited to, labor,
supplies, materials, equipment, and professional services; and
WHEREAS, Lessee shall also be responsible, at its sole cost and expense, for
complying with all governmental and regulatory requirements, including, but not limited to,
obtaining all necessary land development, building, electrical, marine -related, or other permits,
consents, and approvals, as well as any utility, telecommunications, or computer hook-ups; and
WHEREAS, the agreement shall be presented to the City's Climate Resilience
Committee Advisory Board ("CRC") on the next feasible CRC Board agenda for its review in
accordance with Section 2-1271 of the Code of the City of Miami, Florida;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF
MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the Preamble to this Resolution are
adopted by reference and incorporated as if fully set forth in this Section.
Section 2. The City Manager is authorized' to negotiate and execute the Agreement, in
a form acceptable to the City Attorney, with Lessee, for the lease of the Property, provided said
Agreement shall commence on July 1, 2026, and continue for a total term of forty (40) years, for
an annual base rent equal to the greater of One Hundred and Eighty Thousand Dollars and
Zero Cents ($180,000.00), subject to a Three percent (3%) increase per year, or percentage
rent equal to ten percent (10%) of gross sales, with terms and conditions as more specifically
set forth in said Agreement.
Section 3. The City Manager is further authorized to negotiate and execute all
documents, including amendments and modifications to the Lease Agreement, in forms
acceptable to the City Attorney, as may be necessary for said purpose.
Section 4. This Resolution shall become effective immediately upon its adoption and
signature of the Mayor.2
APPROVED AS TO FORM AND CORRECTNESS:
rge = . WY1 ng III, Cty ttor -y 12/2/2025
1 The herein authorization is further subject to compliance with all legal requirements that may be
imposed, including but not limited to, those prescribed by applicable City Charter and City Code
provisions.
2 If the Mayor does not sign this Resolution, it shall become effective at the end of ten (10) calendar days
from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective
immediately upon override of the veto by the City Commission.
EXHIBIT "C"
SAMPLE GROSS REVENUE REPORT
Gross Revenue Report shall include but not limited to the following categories:
Revenue Source
Current Month
Year -to -Date (YTD)
Contributions & Donations
Corporate/Foundation
Grants
Government Grants
Membership Fees
In -Kind Contributions
Event Revenue
Program Service Revenue
Sponsorship Revenue
Restaurant Revenue
Fundraising Revenue
Investment & Other
Income
Miscellaneous / Other
Revenue
Total Gross Revenue
The report shall be prepared in a accordance with Generally Accepted Accounting
Principles standards (GAAP) , and it must be certified true and accurate by
signature of the organization's CFO or CEO.
EXHIBIT "D"
RATE SHEET
Regular Member
One -Time Initiation Fee:
$1,500.00 (For City of Miami Residents ONLY)
$2500.00 (For Non -City of Miami Residents)
Dues $880.00 + tax once a year in July
Capital Assessment $165.00 once a year in July
Facility, Operations, and Maintenance Fee $49.50 (+tax) monthly
Non -Resident Member
Dues $880.00 + tax once a year in July
Capital Assessment $165.00 once a year in July
Facility, Operations, and Maintenance Fee $24.75 (+tax) monthly
Junior Member- For those under 18 and active in Youth Racing
Dues $330.00 + tax once a year in July
Associate Member — For those members over 18 years of age but younger than 25
Annual Dues: $880.00 + tax once a year in July
Annual Capital Assessment $165.00 once a year in July
F 0 & M* fee $49.50 (+tax)
*Upon turning 25, Associate Members may become Regular Members and pay a deferred
initiation fee.
Service Member — For those who actively serve in a branch of the US Armed Forces
Capital Assessment $165.00 once a year in July
Facility, Operations, and Maintenance Fee $49.50 (+tax) monthly
Member Boat Usage:
Adopt a Boat — Cruising Program $214.50 per month
Adopt a Boat — Flying Scot Program $104.50 per month
Adopt a Boat- Sunfish & Laser $66 per month
Member Boat Use Ensign Program- Regular Members may use the boats for $33 per
hour. All other Membership Classes the hourly rate is $38.50 per hour.
Kayak: $15.00 per hour regular members $20.00 per hour all other members
Mooring:
Monthly Mooring Rates
$82.5 FOM* Fee + $12.10 per foot
Monthly Strip and Rack Fees
Strip: $60.50 FOM* Fee + $9.63 per foot
Rack: $60.5 FOM* Fee + $49.50 per month
Transient Moorings: $2.50 per foot per day
Room Rental: $600 weekend/ $400 weekday (4 hour increments)
The above rates are accurate as of May 1, 2026
Gross Revenue Report
Preventive Maintenance Inspection
Report
EXHIBIT "E"
REPORTING REQUIREMENTS
REPORT DUE DATE
Audit Report
90 days after end of Tenant's fiscal
year subject to date as established on
Section 11.3
Annual Report (see attached form) Anniversary of Lease
Commencement Date (July 1)
By 15th day of each Month
Anniversary of the Lease
Commencement Date (July 1)
EXHIBIT "F"
ANNUAL REPORT
Please note that all of the following questions relate to data and documentation relating to
the preceding year.
List of free, Public Services to City residents, including numbers of people served by
activity.
List of free, Public Services
Unduplicated Nos.
Of Persons Served
(Adults vs. Youth)
#1 /
#2
#3 /
#4
#5
2) No. of CGSC Members:
3) Independent Contractors
■ Yes, CGSC had Independent Contractors in the previous fiscal year.
■ No, CGSC did not have any Independent Contractors in the previous fiscal
year.
4) If you answered "Yes" in Item 1. D. above, list the types of services provided by
each category of Independent Contractor used and types of fee payments.
Types of Independent Contractors Type of Fee Payment
(e.g. Flat Fee, Bonus/ Commission, Direct Payment by patrons to Contractor)
#1.
#2
#3
#4
5) A. No. of CGSC Member wetslips
used in Submerged Land Area:
B. No. of CGSC Member wetslips used in
Outer or Inner Mooring Fields:
C. No. of unduplicated transients using
Wetslips previous year:
D. No. of transient wetslips:
EXHIBIT "G"
ANTI -HUMAN TRAFFICKING AFFIDAVIT
The undersigned affirms, certifies, attests, and stipulates as follows:
a The entity/individual is a nongovernmental entity authorized to transact business in
the State of Florida (hereinafter, "nongovernmental entity"),
b The nongovernmental entity is either executing, renewing, or extending a contract
(including but not limited to, any amendments, as applicable) with the City of
Miami ("City") or one of its agencies, authorities, boards, trusts, or other City entity
which constitutes a governmental entity as defined in Section 287.138(1), Florida
Statutes (2024).
c The nongovernmental entity is not in violation of Section 787.06, Florida Statutes
(2024), titled "Human Trafficking."
d The nongovernmental entity does not use "coercion" for labor or services as defined
in Section 787.06, Florida Statutes (2024).
Under penalties of perjury, pursuant to Section 92.525, Florida Statutes, I declare the
following:
a I have read and understand the foregoing Anti -Human Trafficking Affidavit and
that the facts, statements and representations provided in Section 1 are true and
correct.
b I am an officer, a representative, or individual of the nongovernmental entity
authorized to execute this Anti -Human Trafficking Affidavit.
FURTHER AFFIANT SAYETH NAUGHT.
Nongovernmental Entity/Individual: COCONUT GROVE SAILING CLUB, INC.
Name: PRIS ' : AN
Signatur
Office Address: 2990 SO. BAYSHORE DR, MIAIVII, FL 33133
Title: COMMODORE
Email Address: MANAGER@CGSC.ORG Main Phone Number: 305-444-4571
Olivera, Rosemary
From: Alfonsin, Gabriela
Sent: Tuesday, June 9, 2026 1:27 PM
To: Hannon, Todd
Cc: Ewan, Nicole; Olivera, Rosemary
Subject: Lease Agreement - Coconut Grove Sailing Club
Attachments: CGSC Lease Fully Executed (06-09-2026).pdf
Good afternoon,
Attached please find a fully executed copy of an amendment from DocuSign that is to be considered an original
agreement for your records.
Thankyou,
Gabriela Alfonsin, MPA
Lease Manager
Department of Real Estate and Asset Management (DREAM)
14 NE 1st Avenue, 2' Floor, Miami, FL 33132
Tel: 305-416-1461
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