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HomeMy WebLinkAboutExhibitREVOCABLE LICENSE AGREEMENT AMONG CITY OF MIAMI, ASPIRA OF FLORIDA, INC., A FLORIDA NONPROFIT CORPORATION AND ASPIRA PROPERTIES, INC., A FLORIDA NONPROFIT CORPORATION FOR THE USE OF THE PROPERTY LOCATED AT N.E. 19TH STREET, SOUTH OF N.E. MIAMI COURT, MIAMI, FLORIDA AND 1900 N.E. MIAMI COURT, MIAMI, FLORIDA 4848-2536-8623.4 CONTENTS 1. Purposes 2 2. Occupancy And Use Period 3 3. Interest Conferred By This Agreement 4 4. Use Fee 4 5. Late Fee 4 6. Returned Check Fee 5 7. Maintenance and Repairs 5 8. Permitted Use of Parking Area/Parking Space Signage, Restroom and NET Office 6 9. Utilities 6 10. Condition Of The Property 7 11. Alterations, Additions Or Replacements 7 12. Violations, Liens And Security Interests 9 13. City Access To Parking Area and Licensee's Property 10 14. Licensee's Access to NET Office 11 15. Indemnification And Hold Harmless 12 16. Insurance 12 t7. No Liability 14 18. Taxes and Fees 15 19. Termination By Request Of Either Of The Parties Without Cause 15 20. Termination For Cause 16 21. Notices 16 22. Advertising 17 23. Ownership Of Improvements 17 24. Surrender Of Parking Area and NET Office 18 25. Severability 19 26. No Assigmuent Or Transfer 19 27. Nondiscrimination 19 28. Affirmative Action 19 4848-2536-8623.4 29. Minority/Women Business Utilization 30. Waiver Of Jury Trial 31. Waiver 32. Amendments And Modifications 33. Court Costs And Attorney(s)' Fees 34. Compliance With All Laws Applicable 35. Entire Agreement 36. Conflict of Interest Exhibit "A" - The Parking Area Exhibit "B — The Restroom Area & NET Office Exhibit "C" — Form of Indemnity/User Agreement 4848-2536-8623.4 ii 20 20 20 20 21 21 21 21 REVOCABLE LICENSE AGREEMENT This REVOCABLE LICENSE AGREEMENT (this "Agreement") is made this _ day of 2016, among the CITY OF MIAMI (the "City"), a municipal corporation of the State of Florida, ASPIRA OF FLORIDA, INC., a not-for-profit corporation incorporated under the laws of the State of Florida ("Aspira of Florida") and ASPIRA PROPERTIES, INC., a not-for-profit corporation incorporated under the laws of the State of Florida ("Aspira Properties") (Aspira of Florida and Aspira Properties are collectively, the "Licensee"). WHEREAS, Licensee provides greater educational opportunity for minority students by offering small schools operated by community-based organizations that have the credibility in their neighborhoods to deliver services to youth and their parents, developing a better educated, more community conscious and committed youth; and WHEREAS, the City is the owner of certain real property and thirty (30) on -grade parking spaces located at 150 N.E. 19t" Street, Miami, Florida, (the "Parking Area"); and WHEREAS, the City's Neighborhood Enhancement Team ("NET") helps residents,. businesses and property owners access city, county, state and federal government services; and WHEREAS, Licensee is constructing improvements on the property located at 1900 N.E. Miami Court, Miami, Florida ("Licensee's Property") which include the restrooms and hallway access shaded in yellow on Exhibit B (the "Restroom Area") and the office, restroom and storage area shaded in green on Exhibit B (the "NET Office"). The Licensee's Property is situated next to 150 N.E. 19th Street, and Licensee needs to acquire additional parking spaces for the Licensee's Property; and WHEREAS, the City is authorizing a revocable license to the Licensee, for the use of the Parking Area, for the sum of one dollar ($1.00) per year (the "Parking Area License"); WHEREAS, in exchange for the Parking Area License, the Licensee is authorizing a revocable license to the City for the use of the Restroom Area and the NET Office pursuant to the terms of this Agreement; and WHEREAS, the Licensee is completely responsible for each parking space signage installation and maintenance thereof in the Parking Area and the Parking Area shall be fully maintained and kept in good repair at Licensee's sole expense; and 4848-2536-8623.4 WHEREAS, the City's Department of Parks and Recreation ("Parks and Recreation") desires to provide access to the shall coordinate the opening and closing of the Restroom Area described herein, during Permitted Events (as defined herein); and WHEREAS, Parks and Recreation shall provide security services for the Restroom Area during Permitted Events; and WHEREAS, Parks and Recreation shall clean the Restroom Area after such Permitted Events; and WHEREAS, the City shall equip, install and maintain of all improvements in the NET Office and all improvements therein shall be fully maintained and kept in good repair at the City's sole expense; and WHEREAS, this Agreement is revocable at will in accordance with the terms of this Agreement; and WHEREAS, in order to carry out the intent as expressed herein and in consideration of the mutual agreements subsequently contained, the City and Licensee agree as follows: 1. Purposes. The City is the owner of the Parking Area. The City has determined that the Parking Area is not needed at this time by any of the City's offices or departments. The City has expressed its desire to assist Licensee in accomplishing its purpose and in furtherance thereof authorizes Licensee to occupy and use the Parking Area for the Permitted Use, as hereinafter defined, under the conditions hereinafter set forth. Licensee's faculty, staff and parents may use the Parking Area for parking purposes on an exclusive basis Monday through Friday from 6 a.m. to 4 p.m. (the "Exclusive Use"), Licensee shall install signage on each parking space informing the public of the Exclusive Use and providing instructions and time schedules stating when the Parking Area is available for public use. Licensee shall have the right to use the Parking Area for parking purposes in conjunction with the general public at all other times not specifically herein excluded (collectively with the Exclusive Use, "Permitted Use"). Any use of the Parking Area not authorized under the Permitted Use must receive the written consent of the City Manager, which consent may be withheld for any or no reason, including, but not limited to additional financial consideration. 2 4848-2536-8623.4 The Licensee is constructing the Restroom Area. The Licensee has determined it wishes to assist the City when Permitted Events occur at 150 N.E. 19th Street. "Permitted Events" shall mean a weekend event that takes place in 150 N.E. 19th Street which has been formally approved by the appropriate City agencies and does not conflict with another event sponsored at the Licensee's Property. In furtherance thereof, the Licensee authorizes the use of its Restroom Area during Permitted Events at 150 N.E. 19th Street. Parks and Recreation shall (a) obtain an indemnity/user agreement in the form attached hereto as Exhibit C (the "Indemnity/User Agreement") for each proposed user of the Restroom Area and provide copies of the Indemnity/User Agreement to the Licensee prior to each Permitted Event; and (b) provide coordinate the opening and closing of the Restroom Area during Permitted Events and provide security services thereto pursuant to the terns and conditions of this Agreement. Further, Parks and Recreation shall clean the Restroom Area after Permitted Events. Any other use of the Licensee's Property not authorized by this Agreement must receive written consent of the Licensee. The Licensee is constructing the NET Office. The Licensee has determined it wishes to provide the NET Office space to the City pursuant to the terms of this Agreement. The NET Office shall be used to administer the City's NET program which provides a location for City residents to (a) obtain information on City services and programs (housing, economic development, social programs and public improvements); (b) obtain information on county, state and federal services; (c) receive feedback for improving neighborhoods; and (d) serve as a liaison between the City and neighborhood and homeowner associations (the "Permitted NET Office Uses"). 2. Occupancy and Use Period. This Agreement shall commence as of (the "Effective Date") and shall continue on a month-to-month basis until the first to occur of the following: (a) termination by the express written agreement of the parties hereto; or (b) termination by request of any of the parties hereto, subject to the notice provisions of "Termination By Request Of Either Of The Parties Without Cause" and "Termination For Cause." 3 4848-2536-8623,4 3. Interest Conferred by This Agreement. Licensee agrees that this Agreement has been issued by the City to authorize Licensee to occupy the Parking Area solely for the limited purpose of the Permitted Use, to authorize the City to use the Licensee's Restroom Area when Permitted Events take place at 150 N.E. 19th Street as provided herein and to authorize the City to use the NET Office for Permitted NET Office Uses as provided herein, or a City Parks and Recreation Office and for no other purposes. The parties hereby agree that the provisions of this Agreement do not constitute a lease and the rights of Licensee and the City hereunder are not those of tenants, but a mere personal privilege to do certain acts of a temporary character and to otherwise use the Parking Area, the Restrooms and the NET Office subject to the terms of this Agreement. No leasehold interest is conferred upon Licensee or the City under the provisions hereof and neither Licensee nor the City shall claim at any time any leasehold estate or ownership interest by virtue of this Agreement. Additionally, neither Licensee nor the City shall claim at any time any interest or estate of any kind or extent whatsoever by virtue of any expenditure of funds by Licensee or the City for improvements, construction, repairs, partitions or alterations to the Parking Area or the NET Office which may be authorized by the other party. 4. Use Fee. In consideration for this Agreement, Licensee agrees to pay to the City for the use of the Parking Area an Annual Use Fee of one dollar ($1.00) per year, plus State Use Tax, if applicable, which shall be paid on commencement date, and the first day of each anniversary of this Agreement, without notice or demand (the "Annual Use Fee"). The Licensee shall also permit the City to use the Restroom Area and the NET Office as provided herein. Payments shall be made payable to "City of Miami" and shall be mailed to Department of Real Estate and Asset Management, 444 S.W. 2nd Avenue, 3''d Floor, Miami, Florida 33130, or such other address as may be designated from time to time. 5. Late Fee. In the event any installment of the Annual Use Fee is not received by the City on or before the fifth day of this Agreement's anniversary, Licensee shall pay to the City a late charge in an amount equal to five percent (5%) of the Annual Use Fee. Such late fee shall constitute additional fees due and payable to the City by Licensee upon the date of payment of the 4 4848-2536-8623.4 delinquent payment referenced above. Acceptance of such late charge by the City shall, in no event, constitute a waiver of Licensee's violations with respect to such overdue amount nor prevent the City from the pursuit of any remedy to which the City may otherwise be entitled. 6. Returned Check Fee. In the event any check is returned to the City as uncollectible, Licensee shall pay to the City a returned check fee (the "Returned Check Fee") based on the following schedule; Returned Amount Returned Check Fee $00.01 - 50.00 $20.00 $50.01 - 300.00 $30.00 $300.01 - 800.00 $40.00 OVER $800 5% of the returned amount. The Returned Check Fee shall constitute additional fees due and payable to the City by Licensee, upon the date of payment of the delinquent payment referenced above. Acceptance of any Returned Check Fee by the City shall, in no event, constitute a waiver of Licensee's violations with respect to such overdue amount nor prevent the City from the pursuit of any remedy to which the City may otherwise be entitled. 7. Maintenance and Repairs Licensee, at Licensee's sole expense, shall perform all repairs and replacements and all routine maintenance necessary to maintain the Parking Area and keep the Parking Area clean and orderly. Parks and Recreation shall coordinate the opening and closing of the Restroom Area during Permitted Events and provide a security guard to patrol the area outside of the Restroom Area during any time period that the Restroom Area are unlocked for any the Permitted Events. The security guard shall also ensure that the Restroom Area is vacated and the doors locked to the Restroom area after the Permitted Event. Further, Parks and Recreation shall clean the Restroom Area promptly after Pennitted Events but in no event later than the next opening hours of the Licensee's Property. The Licensee, at the Licensee's sole expense, shall perform all repairs and replacements and all routine maintenance necessary to maintain the NET Office and keep the NET Office clean and orderly. 5 4848-2536-8623.4 8. Permitted Use of Parking Area/Parking Space Signage, Restroom and NET Office Licensee's faculty, staff and parents may use the Parking Area for parking purposes only on an exclusive basis Monday through Friday from 6 a.m. to 4 p.m. Licensee shall provide a sample of parking space signage to the Director of the Department of Real Estate Asset Management (hereinafter "Director"), for approval by the Director. The Director may refuse approval of any proposed signage that in the Director's sole opinion is inconsistent with or inappropriate for public display. Following the Director's approval, Licensee shall have the right to place parking space signs which are permitted by applicable zoning ordinances and private restrictions. Licensee is responsible for all costs associated with parking space signage installation and maintenance thereof. Licensee shall repair all damage to the Parking Area resulting from the removal of signs installed by Licensee. The City may use the Licensee's Property for Permitted Events held at 150 N.E. 19th Street as provided herein. The City shall notify the Licensee of said Permitted Events as soon as possible, but not less than three (3) business days prior to said event. The City may use of the NET Office for the Permitted NET Office Uses during the hours of 8:00 a.m. — 6:00 p.m., Monday Sunday. No improvements or equipment may be installed in the NET Office without the prior written consent of the Licensee. Upon approval, the City shall equip, install and maintain of all improvements in the NET Office and all improvements therein shall be fully maintained and kept in good repair at the City's sole expense. 9. Utilities Licensee shall pay for all utilities, 'including but not limited to, electricity, water, stormwater fees, gas, telephone, garbage and sewage disposal used by Licensee during its occupancy of the Parking Area and the City's use of the Restroom Area, as well as all costs for installation of any lines and equipment necessary. Licensee, at its sole cost, shall install all utilities required for its use and install separate utility meters required thereby and shall be billed directly by the applicable utility company for such service. Licensee shall pay for all utilities, including but not limited to, electricity, water, stormwater fees, gas, telephone, garbage and sewage disposal used by the City during its occupancy of the NET Office. 6 4848-2536-8623.4 10. Condition of the Property. Licensee accepts the Parking Area "as is," in its present condition and state of repair and without any representation by or on behalf of the City, and agrees that the City shall, under no circumstances, be liable for any latent, patent or other defects in the Parking Area. Licensee, at its sole cost, shall maintain the Parking Area in good order and repair at all times and in an attractive, clean, safe and sanitary condition and shall suffer no waste or injury thereto. Licensee shall be responsible for all repairs to the Parking Area caused by Licensee's negligence or willful act. Further, Parks and Recreation shall maintain the Restroom Area in good order and repair and in an attractive, clean, safe, and sanitary condition, and shall suffer no waste or injury thereto, during and after Permitted Events. The City shall be responsible for all repairs to the Restroom Area for damages caused during Permitted Events at 150 N.E. 19th Street. Licensee agrees to make all changes necessary to the Parking Area at Licensee's sole cost and expense in order to comply with all City, County and State code requirements for Licensee's occupancy thereof, but shall not be required to make capital repairs or improvements of any kind unless said improvements result from actions by Licensee. The City accepts the NET Office "as is," in its present condition and state of repair and without any representation by or on behalf of the Licensee, and agrees that the Licensee shall, under no circumstances, be liable for any latent, patent or other defects in the NET Office. Notwithstanding the foregoing, Licensee shall provide furniture for the City's use of the NET Office. The Licensee, at its sole cost, shall maintain the NET Office in good order and repair at all times and in an attractive, clean, safe and sanitary condition and shall suffer no waste or injury thereto. The City shall be responsible for all repairs to the NET Office caused by the City's negligence or willful act. The Licensee agrees to make all changes necessary to the NET Office at the City's sole cost and expense in order to comply with all City, County and State code requirements for the City's occupancy thereof, but shall not be required to make capital repairs or improvements of any kind unless said improvements result from actions by the Licensee. 11. Alterations, Additions or Replacements. Except as otherwise expressly set forth herein, no obstructions shall be erected within the Parking Area so as to preclude or materially hinder its use by Licensee. Except in the event of an emergency, Licensee shall not make any repair or alteration required or permitted to be 7 4848-2536-8623.4 performed to the Parking Area by Licensee unless and until Licensee shall have caused plans and specifications therefore to be prepared, at Licensee's sole expense, by an architect or other duly qualified person and shall have obtained the City Manager's written approval of such plans and specifications, which approval may be conditioned or withheld for any or no reason whatsoever. Licensee shall submit to the City Manager proof of funding and/or its financing plans along with the plans and specifications. Licensee shall be solely responsible for applying and acquiring all necessary permits, including but not limited to, building permits. Licensee shall be responsible for any and all costs associated with any alterations including, but not limited to, design, construction, installation and permitting costs. All alterations to the Parking Area, whether or not by or at the expense of Licensee, shall, unless otherwise provided by written agreement of the parties hereto, immediately upon their completion become the property of the City and shall remain and be surrendered with the Parking Area. In the event of an emergency, Licensee may proceed to perform any such repair work without first obtaining the City's approval of the same; provided however that Licensee shall immediately notify City of such work. - Except as otherwise expressly set forth herein, no obstructions shall be erected within the NET Office so as to preclude or materially hinder its use by the City. Except in the event of an emergency, the City shall not make any repair or alteration required or permitted to be performed to the NET Office by the City unless and until the City shall have caused plans and specifications therefore to be prepared, at the City's sole expense, by an architect or other duly qualified person and shall have obtained the Licensee's written approval of such plans and specifications, which approval may be conditioned or withheld for any or no reason whatsoever. The City shall be solely responsible for applying and acquiring all necessary permits, including but not limited to, building permits. The City shall be responsible for any and all costs associated with any alterations including, but not limited to, design, construction, installation and permitting costs. All alterations to the NET Office, whether or not by or at the expense of the City, shalt, unless otherwise provided by written agreement of the parties hereto, immediately upon their completion become the property of the Licensee and shall remain and be surrendered with the NET Office. In the event of an emergency, the City may proceed to perform any such repair work without first obtaining the Licensee's approval of the same; provided however that the City shall immediately notify the Licensee of such work. 8 4848-253'6-8623.4 All alterations must be in compliance with all statutes, laws, ordinances and regulations of the State of Florida, Miami -Dade County, City of Miami and any other agency that may have jurisdiction over the Parking Area or the NET Office, as applicable, as they presently exist and as they may be amended hereafter. 12. Violations, Liens and Security Interests. Licensee, at its expense and with due diligence and dispatch, shall secure the cancellation or discharge of, or bond off, in the manner permitted by law, all notices of violations arising from or otherwise in connection with Licensee's improvements or operations in the Parking Area which shall be issued by any public authority having or asserting jurisdiction. Licensee shall promptly pay its contractors and material providers for all work and labor provided at Licensee's request. Should any such lien be asserted or filed, regardless of the validity of said liens or claims, Licensee shall bond off or discharge the same within fifteen (15) calendar days of Licensee's receipt of notice of the filing of said lien. In the event Licensee fails to discharge or bond off said lien by paying the full amount claimed, Licensee shall pay the City upon demand any amount paid out by the City, including the City's costs, expenses and attorneys' fees. Licensee further agrees to hold the City harmless from, and to indemnify the City against, any and all claims, demands and expenses, including attorneys' fees, by reason of any claims of any contractor, subcontractor, materialman, laborer or any other third person with whom Licensee has contracted or otherwise is found liable to, with respect to the Parking Area. Nothing contained in this Agreement shall be deemed, construed or interpreted to imply any consent or agreement on the part of the City to subject the City's interest or estate in the area to any liability under any mechanic's or other lien asserted by any contractor, subcontractor, materialsman or supplier thereof against any part of the Parking Area or any of the improvements thereon and each such contract shall provide that the contractor must insert a statement in any subcontract or purchase order that the contractor's contract so provides for waiver of lien and that the subcontractor, materialman and supplier agree to be bound by such provision. The City, at its expense and with due diligence and dispatch, shall secure the cancellation or discharge of, or bond off, in the manner permitted by law, all notices of violations arising from or otherwise in connection with the City's improvements or operations in the NET Office which shall be issued by any public authority having or asserting jurisdiction. The City shall promptly 9 4848-2536-8623.4 pay its contractors and material providers for all work and labor provided at the City's request. Should any such lien be asserted or filed, regardless of the validity of said liens or claims, the City shall bond off or discharge the same within fifteen (15) calendar days of the City's receipt of notice of the filing of said lien. In the event the City fails to discharge or bond off said lien by paying the full amount claimed, the City shall pay the Licensee upon demand any amount paid out by the Licensee, including reasonable Licensee's costs and expenses. Nothing contained in this Agreement shall be deemed, construed or interpreted to imply any consent or agreement on the part of the Licensee to subject the Licensee's interest or estate in the area to any liability under any mechanic's or other lien asserted by any contractor, subcontractor, material provider or supplier thereof against any part of the NET Office or any of the improvements thereon and each such contract shall provide that the contractor must insert a statement in any subcontract or purchase order that the contractor's contract so provides for waiver of lien and that the subcontractor, materialman and supplier agree to be bound by such provision. 13. City Access to Parking Area and Licensee's Property. City and its authorized representative(s) shall have at all times access to the Parking Area and, during. Permitted Events, to the Restroom Area. To the extent the Parking Area and/or the Restroom Area require key access for ingress and/or egress, City will maintain a complete set of keys to the Parking Area and/or the Restroom Area. Licensee, at its sole cost and expense, may duplicate or change key locks to the Parking Area but not until first receiving written approval from the Director for such work. If no response within thirty (30) days, the City will be deemed to have approved Licensee request. In the event Licensee changes key locks as approved by the Director, Licensee, 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 Parking Area at any time to (a) inspect the Parking Area, (b) to perform any obligations of Licensee hereunder which Licensee has failed to perform after written notice thereof to Licensee, Licensee not having cured such matter within ten (10) days of such notice, (c) to assure Licensee's compliance with the terms and provisions of this Agreement and all applicable laws, ordinances, rules and regulations, (d) to show the Parking Area to prospective purchasers or tenants, and (e) for other purposes as may be deemed necessary by the City Manager in the furtherance of the City's municipal corporate purpose; provided, 10 4848-2536-8623.4 however, that City shall make a diligent effort to provide at least 24 -hours' advance notice of any such entry and Licensee shall have the right to have one or more of its representatives or employees present during the time of any such entry. The City shall not be liable for any loss, cost or damage to Licensee by reason of the exercise by the City of the right of entry described herein for the purposes listed above unless same is caused by the negligence or willful act of the City, its employees or agents. 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 Licensee of any responsibility, obligations or liability assumed under this Agreement. 14. Licensee's Access to NET Office. The Licensee and its authorized representative(s) shall have at all times access to the NET Office. To the extent the NET Office requires key access for ingress and/or egress, the City and the Licensee will maintain a complete set of keys to the NET Office. The City, at its sole cost and expense, may duplicate or change key locks to the NET Office but not until first receiving written approval from the Licensee for such work. If no response within thirty (30) days, the Licensee will be deemed to have approved the City's request. In the event the City changes key locks as approved by the Licensee, the City, at its sole cost and expense, must also provide to the Licensee a copy or copies of said keys, if more than one copy is required. The Licensee shall have access to and entry into the NET Office at any time to (a) inspect the NET Office, (b) to perforin any obligations of the City hereunder which the City has failed to perform after written notice thereof to the City, the City not having cured such matter within ten (10) days of such notice, (c) to assure the City's compliance with the terms and provisions of this Agreement and all applicable laws, ordinances, rules and regulations, (d) to show the NET Office to prospective purchasers or tenants, and (e) for other purposes as may be deemed necessary by the Licensee; provided, however, that the Licensee shall make a diligent effort to provide at least 24 -hours' advance notice of any such entry and the City shall have the right to have one or more of its representatives or employees present during the time of any such entry. The Licensee shall not be liable for any loss, cost or damage to the City by reason of the exercise by the Licensee of the right of entry described herein for the purposes listed above unless same is caused by the negligence or willful act of the Licensee, its employees or agents. The making of periodic inspection or the failure to do so shall not operate to impose upon the Licensee any liability of 11 4848-2536-8623.4 any kind whatsoever nor relieve the City of any responsibility, obligations or liability assumed under this Agreement. 15. Indemnification and Hold Harmless. Licensee shall indemnify, hold harmless and defend the City from and against any and all claims, suits, actions, damages or causes of action of whatever nature arising during the period of this Agreement, for any personal injury, loss of life or damage to property sustained in or on the Parking Area, by reason of or as a result of Licensee's use or operations thereon, and from and against any orders, judgments or decrees which may be entered thereon, and from and against all costs, attorneys' fees, expenses and liabilities incurred in and about the defense of any such claims and the investigation thereof, except to the extent that any such claims, costs, liabilities, suits, actions, damages or causes of action arise from the sole negligence of the City, including any of its employees, agents, or officials. The City expressly acknowledges, and accepts its responsibility under applicable law (only to the extent allowed under Section 768.28, Florida Statutes) for property loss, property damage, and bodily injury, or incidents to persons, arising out, or resulting from the negligent act or omission performed by the City under this Agreement, unless however, such claim or demand shall arise out of or result from the negligence or willful misconduct of the Licensee, its servants, agents, employees, or assigns, or to claims in the nature of contract, equity, or violation(s) of an applicable law. This is a statement of City responsibility, and shall not be construed or interpreted as a hold harmless, duty to defend, covenant not to sue, release, or indemnification by the City to any third party, including the Licensee. Excepting only the express statement in this paragraph, the City expressly reserves its sovereign immunity, and its privileges, defenses, and claims relating to its sovereign immunity. 16. Insurance. A. Licensee's Insurance. Licensee, at its sole cost, shall obtain and maintain in full force and effect at all times throughout the period of this Agreement, the following insurance coverage: 1. Commercial General liability insurance on a Commercial General liability coverage form, or its equivalent, including premises, operations, contingent and contractual exposures, and personal and advertising injury liability against all claims, demands or actions for 12 4848-2536-8623.4 bodily injury, personal injury, death or property damage occurring in or about the Parking Area with such limits as may be reasonably requested by the City from time to time, but not less than $1,000,000 per occurrence, $2,000,000 policy aggregate for bodily injury and property damage. The City shall be named as an additional insured on the policy or policies of insurance. The insurance shall also be endorsed to reflect primary insurance clause endorsement. 2. Automobile liability insurance covering all owned, non -owned and hired vehicles owned by Licensee and used in conjunction with operations covered by this Agreement. The policy or policies of insurance shall contain a combined single limit of at least $500,000 for bodily injury and property damage per accident. The requirements of this provision in terms of owned autos will be waived upon submission of a written statement from Licensee that no automobiles are used to conduct business. 3. "All Risk" property insurance against loss or damage by fire, windstorm, with such endorsements for extended coverage, vandalism, malicious mischief, flood and special coverage, insuring 100% of the replacement cost of Licensee's improvements, fixtures, equipment, furniture and all other personal property in and about the Parking Area, including business income coverage preferably written on an actual loss sustained basis. 4. Worker's Compensation in the form and amounts required by State law. 5. Professional/E&O Liability with limits of $1,000,000 per claim, $1,000,000 policy aggregate with retro date coverage included. 6. The City of Miami, Division of Risk Management, reserves the right to reasonably amend the insurance requirements by the issuance of a notice in writing to Licensee. The Licensee shall provide any other insurance or security reasonably required by the City. 7. The policy or policies of insurance required shall be so written that the policy or policies may not be canceled or materially changed without thirty (30) days' advance written notice to the City. Said notice should be delivered to the City of Miami, Division of Risk Management, 444 SW 2 Avenue, 9t" Floor, Miami, Florida 33130, with copy to City of Miami, Department of Real Estate and Asset Management, 444 SW 2 Avenue, 3' Floor, Miami, Florida 3 313 0, or such other address that may be designated from time to time. 8. A current Certificate of Insurance evidencing the aforesaid required insurance coverage shall be supplied to the Department of Real Estate and Asset Management at 13 4848-2536-8623.4 the commencement of the term of this Agreement and a new Certificate shall be supplied at least twenty (20) days prior to the expiration of each such policy. Insurance policies required above shall be issued by companies authorized to do business under the laws of the State of Florida, with the following qualifications as to management and financial strength: the company should be rated "A" as to management, and no less than class " W as to financial strength, in accordance with the latest edition of Best's Key Rating Guide, or the company holds a valid Florida Certificate of Authority issued by the State of Florida, Department of Insurance, and is a member of the Florida Guarantee Fund. Receipt of any documentation of insurance by the City or by any of its representatives which indicates less coverage than required does not constitute a waiver of the Licensee's obligation to fulfill the insurance requirements herein. In the event Licensee shall fail to procure and place such insurance, the City may, but shall not be obligated to, upon five (5) days' prior written notice, procure and place same, in which event the amount of the premium paid shall be paid by Licensee to the City as an additional fee upon demand and shall in each instance be collectible on the first day of the month or any subsequent month following the date of payment by the City. Licensee's failure to procure insurance shall in no way release Licensee from its obligations and responsibilities as provided herein. B. City's Insurance. The City of Miami is self-insured in accordance and subject to the provisions and limitations as set forth in Section 768.28 of the Florida Statutes. The City shall maintain current certificates of Self Insurance Coverage naming Licensee as the certificate holder and shall provide copies of such certificates to Licensee upon request. 17. No Liability. Unless caused by the neglect or willful act or omission of the City, its employees or agents, in no event shall the City be liable or responsible for injury, loss or damage to the property, improvements, fixtures and/or equipment belonging to or licensed to Licensee, its officers, agents, employees, invitees or patrons occurring in or about the Parking Area that may be stolen, destroyed, or in any way damaged, including, without limitation, by fire, flood, steam, electricity, gas, water, rain, vandalism or theft which may leak or flow from or into any part of the Parking Area, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the 14 4848-2535-8623.4 Parking Area, or from hurricane or any act of God or any act of negligence of any user of the facilities or occupants of the Parking Area or any person whomsoever whether such damage or injury results from conditions arising upon the Parking Area or upon other portions of the Parking Area or from other sources. Licensee indemnifies the City its officers, agents and employees from and against any and all such claims except to the extent that the claims, costs, liabilities, suits, actions, damages or causes of action arise from the negligence, alleged negligence, or willful act of the City, including any of its employees, agents, or officials. Licensee further acknowledges that as lawful consideration for being granted the right to utilize and occupy the Parking Area, Licensee, on behalf of itself, its agents, invitees and employees, does hereby release from any legal liability the City, its officers, agents and employees, for any and all claims for injury, death or property damage resulting from Licensee's use of the Parking Area, except for any such claims or damage arising out of the City's negligence, alleged negligence or willful act. This section 17 shall only relate to the Parking Area and shall not affect the City's liability described in section 16 hereof. 18. Taxes and Fees Unless exempted by law, Licensee shall pay before any fine, penalty, interest or costs is added for nonpayment, any and all charges, fees, taxes or assessments levied against the Parking Area and/or against any occupancy interest or personal property of any kind, owned by or placed in, upon or about the Parking Area by Licensee, including, but not limited to, ad valorem taxes, fire fees and parking surcharges. In the event Licensee appeals a tax or fee, Licensee shall immediately notify the City of its intention to appeal said tax or fee and shall furnish and keep in effect a surety bond of a responsible and substantial surety company reasonably acceptable to the City or other security reasonably satisfactory to the City in an amount sufficient to pay one hundred percent (100%) of the contested tax or fee with all interest on it and costs and expenses, including reasonable attorneys' fees, to be incurred in connection with it. 19. Termination by Request of Either of the Parties Without Cause. Notwithstanding anything to the contrary contained herein, the City or Licensee may terminate this Agreement without cause by providing not less than 180 days' notice prior to said termination. 15 4848-2536-8623.4 20. Termination for Cause. If the Licensee or the City in any manner violates the restrictions and conditions of this Agreement, then, and in the event, after thirty (30) days' written notice given to the defaulting party within which to cease such violation or correct such deficiencies, and upon failure of the defaulting party or Lender (as hereinafter defined) to do so after such written notice within said thirty (30) day period, this Agreement shall be automatically canceled without the need for further action by the City or the Licensee. 21. Notices. All notices or other communications which may be given pursuant to this Agreement shall be in writing and shall be deemed properly served if delivered by personal service, by certified mail or by nationally recognized overnight courier service, addressed to the City and Licensee at the address indicated herein, as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served; if by certified mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier; or if by overnight courier, on the day after deposit with such courier. Any notice hereunder may be given on behalf of a party by its legal counsel. CITY OF MIAMI City of Miami Office of the City Manager 444 SW 2nd Avenue, IOth Floor Miami, FL 33130 WITH A COPY TO City of Miami City Attorney 444 S.W. 2"d Avenue, Suite 945 Miami, FL 33130 WITH A COPY TO LICENSEE Aspira of Florida, Inc 6100 Blue Lagoon Drive, Suite 460 Miami, FL 33126 Attn: President/CEO WITH A COPY TO Aspira Properties, Inc. 6100 Blue Lagoon Drive, Suite 460 Miami, FL 33126 Attn: Director WITH A COPY TO City of Miami Kutak Rock LLP Dep. of Real Estate & Asset Management 303 Peachtree Street NE, Suite 2750 444 SW 2nd Avenue, Yd Floor Atlanta, GA 30308-3201 Miami, FL 33130 Attn: Drew Marlar, Esquire 16 4848-2536-8623,4 22. Advertising. Except as otherwise set forth in this Agreement, Licensee shall not permit any signs or advertising matter to be placed in the Parking Area without having first obtained the approval of the Director or his designee, which approval may be withheld for any or no reason, at his sole discretion. Licensee shall, at its sole cost and expense, install, provide, maintain such sign, decoration, advertising matter or other things as may be permitted hereunder in good condition and repair at all times. Licensee must further obtain approval from all govermnental 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, Licensee shall, at its sole cost and expense, remove any sign, decoration, advertising matter or other thing permitted hereunder from the Parking Area. If any part of the Parking Area is in any way damaged by the removal of such items, said damage shall be repaired by Licensee at its sole cost and expense. Should Licensee fail to .repair any damage caused to the Parking Area within ten (10) days after receipt of written notice from City directing the required repairs, the City shall cause the Parking Area to be repaired at the sole cost and expense of Licensee. Licensee shall pay the City the full cost of such reasonable repairs within thirty (30) days of receipt of an invoice indicating the cost of such required repairs. Licensee hereby understands and agrees that the City may, at its sole discretion, erect or place upon the Parking Area an appropriate sign indicating City having entered into this Agreement. 23. Ownership of Improvements. As of the Effective Date and throughout the term of this Agreement, all buildings and improvements in the Parking Area shall be vested in the City and all buildings and improvements in the Restrooms and NET Office shall be vested in the Licensee. Title to all alterations made in or to the Parking Area, whether or not by or at the expense of Licensee, shall, unless otherwise provided by written agreement, immediately upon their completion become the property of the City and shall remain and be surrendered with the Parking Area at the termination or expiration of this Agreement. Title to all alterations made in or to the NET Office, whether or not by or at the expense of the City, shall, unless otherwise provided by written agreement, immediately upon 17 4848-2536-8623.4 their completion become the property of the Licensee and shall remain and be surrendered with the NET Office at the termination or expiration of this Agreement. 24. Surrender of Parking Area and NET Office. The City agrees not to terminate this Agreement by reason of any default by Licensee without prior written notice thereof to Lender and the lapse of thirty (30) days after the expiration Licensee cure period for such default hereunder. Licensee agrees to provide to the City the name and address of any Lender. In either event of termination pursuant to "Termination By Request Of Either Of The Parties Without Cause" or "Termination For Cause", or at the expiration of the time limited by the notice, Licensee shall peacefully surrender the Parking Area and the City shall peacefully surrender the NET Office in good condition and repair together with all alterations, fixtures, installation, additions and improvements which may have been made in or attached on or to the Parking Area or the NET Office, as applicable. Upon surrender, Licensee and the City shall promptly remove all its personal property, trade fixtures and equipment and Licensee shall repair any damage to the Parking Area and the City shall repair any damage to the NET Office caused thereby. Should Licensee fail to repair any damage caused to the Parking Area within ten (10) days after receipt of written notice from the City directing the required repairs, City shall cause the Parking Area to be repaired at the sole cost and expense of Licensee. Licensee shall pay the City the full cost of such reasonable repairs within thirty (30) days of receipt of an invoice indicating the cost of such required repairs. At the City's option, the City may require Licensee to restore the Parking Area so that the Parking Area shall be substantially the same as it was on the Effective Date. In the event Licensee fails to remove its personal property, equipment and fixtures from the Parking Area within the time limit set by the notice, said property shall be deemed abandoned and thereupon shall become the sole personal property of the City. The City, at its sole discretion and without liability, may remove and/or dispose of same as the City deems fit, all at Licensee's sole cost and expense. Should the City fail to repair any damage caused to the NET Office within ten (10) days after receipt of written notice from the Licensee directing the required repairs, the Licensee may cause the NET Office to be repaired at the sole cost and expense of the City. The City shall pay 18 4848-2536-8623,4 the Licensee the full cost of such reasonable repairs within thirty (30) days of receipt of an invoice indicating the cost of such required repairs. At the Licensee's option, the Licensee may require the City to restore the NET Office so that the NET Office shall be substantially the same as it was on the Effective Date. In the event the City fails to remove its personal property, equipment and fixtures from the NET Office within the time limit set by the notice, said property shall be deemed abandoned and thereupon shall become the sole personal property of the Licensee. The Licensee, at its sole discretion and without liability, may remove and/or dispose of same as the Licensee deems fit, all at the City's sole cost and expense. 25. Severability. Should any provisions, paragraphs, sentences, words or phrases contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unlawful under the laws of the State of Florida or the City, such provisions, paragraphs, sentences, words or phrases shall be deemed modified to the extent necessary in order to conform with such laws, and the same may be deemed severable by the City, and in such event, the remaining terms and conditions of this Agreement shall remain umnodified and in full force and effect. 26. No Assignment or Transfer. Neither party may assign or transfer its privilege of occupancy and use granted unto it by this Agreement; provided however, that Licensee shall have the right to assign this agreement to any Lender of Licensee in connection with any financing related to Licensee's personal property, trade fixtures, equipment and such other improvements (each, "Lender"). 27. Nondiscrimination. Licensee shall not discriminate as to race, color, religion, sex, national origin, age, disability or marital status in connection with its occupancy and use of the Parking Area and improvements thereon. 28. Affirmative Action. Licensee shall have in place an Affirmative Action/Equal Employment Opportunity Policy and shall institute a plan for its achievement which will require that action be taken to provide equal opportunity in hiring and promoting for women, minorities, the disabled and 19 4848-2536-8623.4 veterans. Such plan will include a set of positive measures which will be taken to insure nondiscrimination in the work place as it relates to hiring, firing, training and promotion. In lieu of such a policy/plan, Licensee shall submit a Statement of Assurance indicating that their operation is in compliance with all relevant Civil Rights laws and regulations. 29. Minority/Women Business Utilization. Licensee shall make every good faith effort to purchase/contract fifty-one percent (51 %) of its annual goods and services requirements from Hispanic, Black and Women businesses/professionals registered/certified with the City Office of Minority/Women Business Affairs. Such lists will be made available to Licensee at the time of the issuance of the Agreement by the City and updates will be routinely provided by the City's Office of Minority/Women Business Affairs. 30. Waiver of Jury Trial. The parties hereby knowingly, irrevocable, voluntarily and intentionally waive any right either may have to a trial by jury in respect of any action, proceeding or counterclaim based on this Agreement, or arising out of, under or in connection with this Agreement or any amendment or modification of this Agreement, or any other agreement executed by and between the parties in connection with this Agreement, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party hereto. This waiver of jury trial provision is a material inducement for the City and Licensee entering into the subject transaction. 31. Waiver. No failure on the part of either party to enforce or insist upon performance of any of the terms of this Agreement, nor any waiver of any right hereunder by either party, unless in writing, shall be construed as a waiver of any other term or as a waiver of any future right to enforce or insist upon the performance of the same term. 32. Amendments and Modifications. No amendments or modifications to this Agreement shall be binding on either party unless in writing, approved as to form and correctness by the City Attorney, and signed by both parties. 20 4848-2536-8623.4 33. Court Costs and Attorney(s)' Fees. In the event it becomes necessary for the City to institute legal proceedings to enforce the provisions of this Agreement, each party shall be responsible for its own court costs and reasonable attorneys' fees through all trial and appellate levels. 34. Compliance with All Laws Applicable. Licensee and the City each accept this Agreement and hereby acknowledge that Licensee's and the City's strict compliance with all applicable federal, state and local laws, ordinances and regulations is a condition of this Agreement, and Licensee and the City shall comply therewith as the same presently exist and as they may be amended hereafter. This Agreement shall be construed and enforced according to the laws of the State of Florida. 35. Entire Agreement. This instrument and the attachments hereto constitute the sole and only agreement of the parties hereto regarding the subject matter hereby and correctly set forth the rights, duties and obligations of each to the other as of its date. Any prior agreements, promises, negotiations or representations not expressly set forth in this Agreement are of no force or effect. This Agreement is the result of negotiations between the parties and has been typed/printed by one party for the convenience of both parties, and the parties covenant that this Agreement shall not be construed in favor of or against either of the parties. 36. Conflict of Interest. Licensee is aware of the conflict of interest laws of the City of Miami (Miami City Code Chapter 2, Article V), Dade County, Florida (Dade County Code, Section 2-11.1 et. secli.) 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. Licensee covenants that no person or entity under its employ, presently exercising any functions or responsibilities in connection with this Agreement, has any personal financial interests, direct or indirect, with the City. Licensee further covenants that, in the performance of this. Agreement, no person or entity having such conflicting interest shall be utilized in respect to services provided hereunder. Any such conflict of interest(s) on the part of Licensee, its employees or associated persons, or entities must be disclosed in writing to the City. 21 4848-2536-8623,4 IN WITNESS WHEREOF, the parties hereto have executed this Agreement of the day and year first above written. ATTEST: By: Todd B. Hannon City Clerk APPROVED AS TO INSURANCE REQUIREMENTS: Ann -Marie Sharpe, Director Risk Management Department WITNESS: By: Signature Print Name By: Signature By: Print Name 22 4848-2536-8623.4 CITY OF MIAMI, a municipal corporation of the State of Florida By: Daniel J. Alfonso City Manager APPROVED AS TO FORM AND CORRECTNESS: By: Victoria Mendez City Attorney LICENSEE: Aspira of Florida, Inc., a non-profit corporation of the State of Florida By: Signature Print Name LICENSEE: Aspira Properties, Inc., a non-profit corporation of the State of Florida By: Signature Print Name Exhibit A — The Parking Area 4848-2536-8623A Exhibit B — The Restrooms and NETOffice I I i I I I f N G?i r C,C7C'Ykt PI,AC"y 4848-2536-8623A 0 6; Exhibit C — Form of Indemnity/User Agreement CITY OF MIAMI OFFICE OF PARKS AND RECREATION INDEMNITY/USER AGREEMENT (Applicant must not leave any sections blank; document must be completed and executed) This INDEMNITY/USER AGREEMENT ("Agreement") made this day of , 20___, by and between the CITY OF MIAMI, FLORIDA ("City") and it's instrumentalities, including, but not limited to the CITY OF MIAMI DEPARTMENT OF PARKS AND RECREATION (the "Parks Department"), ASPIRA OF FLORIDA, INC., a Florida nonprofit corporation ("Aspira") and ASPIRA PROPERTIES, INC., a Florida nonprofit corporation ("Aspira Properties") (the City, the Parks Department, Aspira and Aspira Properties, together with their respective directors, officers, employees, agents, volunteers, successors and/or assigns, collectively, the "Indemnitees"), and a. (Legal name of Entity/herein after referred to as "Indemnitor/User"); should mirror legal name exactly as it appears on the Certificate of Insurance. b. For use of the following City -owned and/or other property: Biscayne Park located at 150 N.E. 19th Street, Miami, Florida and the Restrooms located on the property owned by Aspira Properties, Inc. located at 1900 N.E. Miami Court, Miami, Florida (collectively, the "Premises"); c. For the following Special Event (Name of Event) (the "Event"): d. For a term commencing at AM/PM on , 20 and ending on AM/PM on , 20 ("the Term"). INDEMNIFICATION/RISK OF LOSS INDEMNITOR/USER agrees to indemnify, defend, save and hold harmless the Indemnitees from, and against all loss, cost, penalties, fines damages, claims of any nature, including expenses and attorneys' fees, and any all liabilities by reason of injury to, or death of any person, or damage to, or destruction, or loss to any property arising out of, or in connection with any act, omission, default, liability, or negligence whether active, or passive of the INDEMNITOR/USER, directors, officers, employees, agents, volunteers, contractors, 4848-2536-8623,4 subcontractors or invitees, and the INDEMNITOR/USER further agrees to indemnify, defend, and hold the Indemnitees harmless against all liabilities which may be asserted by an employee, or former employee of the INDEMNITOR/USER, or any of its contractors or subcontractors as provided above, for which the INDEMNITOR/USER's liability to such employee or former employee would otherwise be limited to payments under workers' compensation or similar laws. In addition, the INDEMNITOR/USER understands, and agrees that Indemnitees shall not be liable for any loss, injury, or damage to any personal property or equipment of the INDEMNITOR/USER, its directors, officers, employees, agents, volunteers, contractors, subcontractors or invitees placed on the Premises, and shall be at the risk of the INDEMNITOR/USER thereof. The indemnification shall survive termination of this Agreement. Responsible for Damage: If the Premises or any portion thereof, or any structure attached thereto, or any equipment, fixture, or other item contained therein shall be destroyed, damaged, marred, altered, or physically changed in any manner whatsoever arising out of, or in connection with any act, omission, default, liability, or negligence whether active, or passive of the INDEMNITOR/USER, directors, officers, employees, agents, volunteers, contractors, subcontractors or invitees, then Indemnitor/User shall be responsible for the full and prompt repair or replacement thereof to the satisfaction of Indemnitees. Indemnitor/User is to properly care for all equipment entrusted to Indemnitor/User and all such equipment so entrusted which is lost, stolen, or disappeared shall be the sole responsibility of Indemnitor/User and Indemnitor/User shall pay the full replacement cost thereof to Indemnitees. Ordinances and Regulations: Indemnitor/User shall comply with all applicable laws, statutes and ordinances and all rules and requirements of the City of Miami and if applicable, Miami -Dade County, State of Florida and the United States government, as applicable, as same may be amended from time to time. Indemnitor/User shall not admit to the Premises a larger number of persons than the total number designated by the appropriated City Department and if applicable the number that can safely and freely move about. Insurance: Indemnitor/User shall, as a condition precedent to being allowed to conduct the Event hereunder, deliver to the City of Miami Department of Real Estate and Asset Management, located at City of Miami, 444 S.W. Avenue, 3rd Floor, Miami Florida, 33130 and to Aspira Properties, Inc., located at 6100 Blue Lagoon Drive, Suite 460, Miami, Florida 33126, a certificate of insurance in accordance with the insurance requirements described in Exhibit A. It is understood and agreed that all coverage provided by the Indemnitor/User is primary to any insurance or self-insurance program the Indemnitees have and the Indemnitor/User, and its insurance shall have no right of recovery or subrogation against Indemnitees. Indemnitees reserve the right to request copies of all insurance policies, including all applicable endorsements in connection with this Agreement. Other Terms and Conditions: The Indemnitor/User shall provide, at Indemnitor/User's sole cost and expense, off-duty City of Miami Police Officers and off-duty City of Miami Firefighters as required by the City of Miami Police and Fire Departments. C-2 4848-2536-8623.4 IN WITNESS WHEREOF, the Indemnitor/User by and through its authorized representative, has executed this Agreement this day of I, 20 , (this date must match the date on the notarization section below). The undersigned hereby warrants, represents and certifies to Indemnitees that he/she is the lawful representative of Indemnitor and that he/she has the authority to execute this Agreement by and on behalf of Indemnitor and bind Indemnitor/User to the terms and conditions herein. Signed, sealed and delivered in our presence: WITNESSES: Printed Name Printed Name STATE OF ) SS COUNTY OF INDEMNITOR/USER: a By: Printed Name: Its: Date Signed: 20 I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State aforesaid and in the County aforesaid, to take acknowledgments, personally appeared Wnsert Entity Officer's Name:[, the Wnsert Officer's Position: of nsert Grantor Nae: , a Insert type and state of organization: , on behalf of the Wnsert type of organization: , to me known to be the person described in and who executed the foregoing instrument and that he acknowledged before me that (s)he executed the same. WITNESS my hand and official seal in the County and State last aforesaid on , 20 . Printed Name: Notary Public, County, My Commission Expires: C-3 4848-2536-8623.4 EXHIBIT A INDEMNITY/USER AGREEMENT INSURANCE REQUIREMENTS I Commercial General Liability A - Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $2,000,000 Personal and Adv. Injury $1,000,000 Products/Completed Operations $1,000,000 B - Endorsements Required The City of Miami, the City of Miami Department of Parks and Recreation, Aspira of Florida, Inc. and Aspira Properties, Inc., together with their successors and assigns shall be named as an additional insured with respect to general liability and liquor liability, Contingent and Contractual liability, Premises and Operations Liability, Primary Insurance Clause Endorsement and Host Liquor Liability/Liquor Liability Additional Insured Endorsement must be provided. II Business Automobile Liability (If Applicable) C - Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident $300,000. D - Endorsements Required The City of Miami, the City of Miami Department of Parks and Recreation, Aspira of Florida, Inc. and Aspira Properties, Inc., together with their successors and assigns shall be named and included as an Additional Insured. III Worker's Compensation (If Applicable) Limits of Liability Statutory -State of Florida Employer's Liability E - Limits of Liability $100,000 for bodily injury caused by an accident, each accident $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit 4848-2536-8623.4 III Umbrella Liability (Excess Follow Form including liquor) Note: Indemnitees, reserve the right to require umbrella liability with limits acceptable to the Indemnitees. Indemnitor/User shall comply with this requirement when applicable, and further agrees the City of Miami, the City of Miami Department of Parks and Recreation, Aspira of Florida, Inc. and Aspira Properties, Inc., together with their successors and assigns shall be named as an additional insured on this coverage. The Indemnitor/User also agrees to furnish Indemnitees with copies of all applicable policies and endorsements relative to the event in question within (10) days of such request. The above policies shall provide the City of Miami, the City of Miami Department of Parks and Recreation, Aspira of Florida, Inc. and Aspira Properties, Inc., together with their successors and assigns shall be provided with written notice of cancellation or material change from the insurer in accordance with policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class W as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company or its equivalent. All policies and/or certificates of insurance are subject to review and verification by Indemnitees prior to insurance approval. 4848-2536-8623, v. 4 A-2 4848-2536-8623.4