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HomeMy WebLinkAboutUse Agreement between the CMB and The Rythm Foundation, Inc.Docusign Envelope ID: F8DD1B92-92B3-8105-8392-8DAFD95CB457 JUL 2 3 2026 USE AGREEMENT THIS USE AGREEMENT (this 'Agreement") is made and entered into this day of 202_ (the "Effective Date"), by and between the City of Miami Beach, Florida, a Florida municipal corporation, organized and existing under the laws of the State of Florida, having its principal offices at 1700 Convention Center Dr.ve, Miami Beach Florida 33139 (the "City" or "Licensor") and The Rhythm Foundation, Inc., a Flonr,a not-for-profr, corporation, whose mailing address .s PO Box 414625, Miami Beach, Florida ("Licensee"), 1 PREMISES: Licensor hereby grants to Licensee the non-exclusive right to use the first floor of the Gty-owned property located at 7605 Collins Ave, Miami Beach, Florida 33141 ('Property"), consisting of approximately 1.OF0 square feet C'Premses")- as more fully described to Exhibit "A". attached hereto 2. TERM: The term of this Agreement ("Term") shall commence on August 1, 2026 ("Commencement Date") and expire on January 31, 2027 The City reserves the right to terminate this Agreement at any time, with or without cause. upon written notice to Licensee, effective immediately 3. USE OF PREMISES. TA) The Premises shall be used exclusively for administrelive -related tasks, including out not limited to clerical functions, document preparat.on routine business correspondence, scheduling, and other comparaole office or adminisirative activities customarily associated with the operation of a professional business environment Any additional use requires prior written consent from the Licensor. which may be approved at the sole discretion of the City Manager Licensee shall use the Premises p.rsuant to the Rules and Regulations incorporated herein by reference and attached hereto as Ex ibit "B" anc only during the following hours 7.00 AM to 7:00 PM. iBl The Premises. including all fixtures equipment, and utilities, are provided "AS -IS" and "WHERE -IS" wrthoit warranties, express or implied The Licensee assumes full responsibility for inspections and waives any claims related to condition, stability, or fitness for a particular purpose The licensor is not responsible for repairs, al,erations, or improvements jefore or after the Effective Date The Licensor shall not be liable for business interruptions or any damages suffered by L. ensee inciiding, without limitation, oterruptions and/or damages incurred as a result of repair work in the surrounding area of the Premises. (C) Lcensee shall • Maintain the Premises in a clean and orderly condit on. • Comply with all applicable laws regulations, and municipal requirements and • Obtain prior written approval for any alterations. installations, or improvements Failure to comply may result n immediate lermination of this Agreement, following written notice of termination from the Licensor (0) Use of Common Areas: The Licensor retains exclusive control over all common areas including but not limited to sidewalks, parking areas access roads. elevators, stair.vays and restrooms The Licensee is granted a n,-in•exd,:sive right to use these areas at the Licensor's discretion 4. DEPOSIT USE FEES & DAMAGES: In consderahon of the Agreement, the Licensee shall not be required to remit a deposit, however. File Licensee shall pay a use fee in the amount of One Dollar ($1 00) plus the cost of utalttles (water gas, and e.ectr,c) The foregoing is conditionec apon the Licensee s full and continued compliance with all to-ms and conditions set forth herein Ho vever, if the Licensee fails to comply. Licensee shad oe responsible '01 a l applicable tees ano charges inck;dins t),,t not IimtFc' to the Docusign Envelope ID: F8DD1B92-92B3-8105-8392-8DAFD95CB457 'air market use fee for Licensee's use of the Premises and )anitonal expenses associxe d with such use in the event that Licensee falls to maintain the Premises in a clean and orderly fashion Additionally. Licenser shall be responsible for any damage to the Premises caused by Licensee or any officer, employee. contractor, agent guest, Invitee, or assignee of Licensee All such amounts shall be due and payable within five (5) days from Licensees receipt o" the Invoice 5. ENVIRONMENTAL PROVISIONS: (A) Licensee shalt not knowingly incorporate Into, use, or otherwise place or dispose of at the Premises or the Property (or allow others to Incorporate into, use or otherwise place or dispose of at the Premises or the Property) any Hazardous Materials, as hereinafter deftned, unless (i) such Hazardous Materials are for use in the ordinary course of business (i ej , as with office or cleaning supplies), (n) notice of and a copy of the current matenal safety data sheet is provided to Licensor for each such Hazardous Material (except for Hazardous Materials used by Licensee in the ordinary course of business (, a as with office or cleaning supplies)), and (iii) such materials are handled and disposed of in accordance with as applicable governmental laws, rules, and regulations If Licensor or Licensee ever has knowledge of the presence in the Premises or the Properly of Hazardous Materials wh ch affect the Premises such party shad notify the other thereof in writing promptly after obtaining such knowledge. For purposes of ,his Agreement, "Hazardous Materials" shall mean (a) petroleum and its constituents (b) radon gas asbestos n any form which is or could become friable urea formaldehyde foam insulation, transformers or other equipment which contain dielectric f'a►id containing levels of polychlorinateid bipnenyls in excess of federal, state er local safety guidelines, whichever are more stnrgent, ic) any substance, gas. matenal or chemical which is or may hereafter be defined as or included in the definition of "hazardous substances." "hazardous materials." "hazardous wastes," "pollutants or contaminants." "solid wastes.' or words of similar import under any applicable governmental laws, rules, and regulations including, but not limited to, the Comprehensive Environmental Response. Compensation and Liability Act, as amended, 42 U.S C § 9061 et seq the Hazardous Materials Transportation Act as amended, 49 U S C § 1801, et seq . the Resource Conservatocr and Recovery Act, as amended. 42 U S C. § 6901 et seq. the Federal Water Pollution Control Act, as amended, 33 U S C § 1251, et seq . and Florida Statutes, Chapters 376 and 403 and (d) any other chemical, material, gas, or substance, the exposure to o, release of which is regulated by any governmental or (;Uasi-goverrirmental entity having jurisdiction over the Retail Space or Ine operat.ons thereon (B) If Licensee or its officers employees, agents, or contractors shall ever violate tt e provisions of subsection (A), above. then Licensee shall glean -up, remove. and dispose of the Hazardous Material causing the violaton, in compliance with all applicable governmental standards, laws, rules. and regulations and repair any damage to the Premises or Retail Space within such period of time as may be reasonable under the circumstances after written notice by Licensor, provided that such work shall commence not later than thirty (30) days `rom such nonce and be diligently and continuously carried to completion by Licensee or Licensee's designated contractors. Licensee shall notify Licensor of its method time, and procedure for any clean-up or removal of Hazardous Materials under this provision and Licensor shall have the right to require reasonable changes in such method. time. or procedure or to require the same to be done after normal business hogs or when tie Property ,s otherwise closed (i e . holidays) ,f reasonably required for the protection of other Licensees or Occupants of the Property (C) Licensee agrees to defend indemnify, and hold harmless Licensor, and the City of Miami Beach Florida (the "City") against any and all claims, costs expenses, damages. liability. and the like, which Licensor may hereafter be liable for, suffer incur, or pay ansing under any aoplicable environmentai laws, rues, and regulations and resulting from or wising out of any breach of Ire covenants contained in this section, or out of any act. activity, or violation of any applicable ervironinental laws, rules and regulations on the part of Licensee its officers, agents, employees. or contractors Licensee's liability under this section shall survive the expiration cr any termination of this Agreement Docusign Envelope ID: F8DD1B92-92B3-8105-8392-8DAFD95CB457 6. NO LIENS: Licensee must ensure no bens are faed against the Premises or Licensor s Property and must remove any filed liens within five (5) days Nothing in this section implies the t icensor's consent to subject its Property to mechanic s lien liability 7. INDEMNIFICATION: (A) Licensee shall indemnify, defend and hold harmless Licensor, its officers employees, agents and contractors from and against any and all actions (whether at law or in equity), claims. liabilities, losses, and expenses, including, but not limited to, attorneys fees aria costs, ter personal, economic or bodily Injury. wrongful death, loss of or damage to property, which may arise or be alleged to have arisen in r.,hole or in par, by any of the following (1) an act of omission on the par, of Licensee or any officer employee contractor. agent, invitee. guest, or assignee of Licensee (2) any use. misase neglect, or unlawful use of the Premises by Licensee or any office,, employee contractor agent guest invitee or assignee of Licensee and or (3) any breach, violation. or nonperformance of any undertaking by Licensee under this Agreement To that extent Licensee shall pay ail suer. Claims and losses and snail pay all suet- costs and judgments which may ssue from any Lawsuit arising from such c-aims and losses and shall pay all costs and attorneys fees expended by Licensor in the defense of sach claims and losses ncluding appeals (B) Licensee expressly understands and agrees that the insurance protection required by this Agreement or otherwise provide by Licensee shall ;n no way limit the Licensee s responsibility to indemnify. defend and hold harmless the Licensor or Its officers, employees, agents and instrumentalities as herein provided The provisions of this section and of this ndemnification shall survive termination or expiration of this Agreement & INSURANCE (A) The license sha I not be effective, nor shalt Licensee take possession of the Premises, untii all Insurance required under this section has been obtained and such insurance has been approved by the City s Risk Manager Licensee shall maintain and carry Insurance sufficient to cover the operations and activities to be earned out on the Premises, including the fol;owing min.mum insurance (1) Commercial General Liability Insurance on a recurring basis, including products and completed operations property damage, bodily injury and personal & advertising injury with limits no less than 51.000,000,00 A certified copy of Licensees Irsurance Policy must be filed and approved by the Risk Manager prior to commencement. (2) Workers Compensation & Employers Liability, as required pursuant to Florida Statates A certified copy of Licensees insurance Policy must be filed and approved by the Rise Manager prior to commencement of use (3) Autonxoile Insurance n the amount of $1.010.000 CO If no justness vehicle is used for the operations. I icensee shalt provide personal auto insurance A certified copy of the Licensee s Insurance Policy must be filed approved by the Rsk klanager prior to commencement (4) Professional Liability, in the ainount of 51000,000 (NOTE required for professional se,wces or when working in such a capticity that tt-e Crt r oetP.rmines Profess ona- Liability cow.°rage to be necessary, such as .-,ork nq with niir.ors Docusign Envelope ID: F8DD1B92-92B3-8105-8392-8DAFD95CB457 (B; All insurance poluat,'_::rt s; be issued by companies authorized to do business under the laws of the State of Florida. The companies must be rated no less than A-' as to management and not less than Class VI' as to strength by the latest adition of Best s Insurance Guide, published by A M Best Company (Ci Timely renewal certificates will be provided to the Licensor as coverage renews The insurance certificates for General Liability shall include t icensor as an additional insured and shall contain a waiver of subrogation endorsement Licensee's insurance shall be primary and not contributory for direct claims arising out of this Agreement under the Commercial General Liability policy If the Professional Lability coverage is provided on a claims rnade basis then such insurarce shall cont!nue for 13) years following the expiration or termination of this Agreement (D) Original certificates of Insurance must be submitted to the City's Risk Manager for approval, prior to any use, work and;or services commencing and will be kept on file in the Office of the Risk Manager licensor shall have the right to obtain from Licensee specimen copies of the insurance policies in the event that submitted cemficates of insurance are inadequate to ascertain compliance with required coverage (E) Licensee is also solely responsible for obtaining and submitting all insurance certificates for any sub -contractor (F) Compliance with the foregoing requirements shall not releve the Licensee of the liabilities and obligations under this section or under any other portion of this Agreement 9. DEFAULT TERMINATION & SURRENDER OF PREMISES: (A) DEFAULT & TERMINATION The foliowmg actions shall constitute ar event of default by Licensee (a, If Licensee abandons or vacates the Premises during the Term other than as consistent with moving in or out (bi If l icensee fans to timely pay any rental or other arnowits due as required by this Agreement: (c) If Licensee fails to discharge or band off any lien filed on the Prenrses wither five (5) days of written notice from Licensor (d► If Licensee fads to comply with any other terms and conditions of this Agreement and does not cure such default within ten (10) days after written notice from Licensor or (e) If Licensee fails to meet the insurance requirements n Section 7 and such default is not cured -mthin twenty-four (24) hours of verba' or written notice from the C,ty In the event of an uncured default, the City may terminate this Agreement -w-thcut further notice Additionally upon termination, the C,ty shall have the right to maintain any and all actions at law or suits n ecuity or other proper proceedings to obtain damages resulting from Licensee's default. (B) SURRENDER OF PREMISES & HOLDOVER OCCUPANCY Upon expiration or earlier termination of this Agreement, Licensee shall immediately vacate the Premises removing all installations and personal property placed therein, teav!ng the Premises swept clean with any damage caused `Iron) any installations or use of the Premises by Licensee restored to the same condition as prior to Lessee s commencement o` use excepting ord=nary wear and tear Any property not removes: shad be deemed abandoned and rray be stored or disposed of by Licensor at Licensees expense If Licensee remains n possession beyond the Term w4hout a written extension, sa:o possession shall constitute trespass by Licensee and may be prosecuted as such In addition Licensee shall pay to the City Five Hundred and ^0 100 ($500 00 i Dollars per day as liquidated damages for su::h trespass and holding over 10. SUBLICENSE & ASSIGNMENT: Licensee shill not sublicense the Premises or any part thereof. nor ign this License w.thotit ino prior vvnttei• consent of Licensor which consent Wray be granted or den •ed al t',e sale discrction of liv, (Manager Docusign Envelope ID: F8DD1B92-92B3-8105-8392-8DAFD95CB457 11. PERMITS & LICENSES, Licensee is solely responsible at its cirri expense, for obtaining ail necessary permits and licenses requ:red for Its use and operations on the Premises 12. CITY'S RIGHT OF ENTRY: The City and its authorized agents may enter the Premises at any reasonable tirne to inspect, prevent waste, conduct necessary repairs or improvements to the Premises or other portions of the Property or address fire and life safety concerns Whenever feasible Licensor will provide prior not;ce to Licensee except in emergencies where cmmedlate action is requ+red to prevent Property damage, injury or loss of life, as determined at the Lessor's sole discretion This right of entry does not create any obligation for the City to perform work that is the Licensee s responsibility under this Agreement and any action taken by the City shall not waive Licensee's ob,igations or defaults 13. NOTICES: Every notice demand, request or other communication which may be required or given under this Agreement, .hall be in wriling and deemed given when sent by overnight air courier or by United States certified or registered mall, postage prepaid, return receipt requested, and sh31' be addressed to the licensor and L censee at the addresses set forth herein or at such other address as shall be designated in writing by the parties TO LICENSOR: City of Kliami Beach 1700 Convention Center Drive Miami Beach Florida 33139 Attention. Director of Asset Management Division. Ozzie Dorn inguezLmiamlbeachfl gov WITH A COPY TO. City of Miami Beach 17CO Convention. Center Drive Miami Beach. Florida 33139 Attention City Attorney TO LICENSEE: The Rhythm Foundation Inc. PO Box 414625 Miami Beach. FL 33141 Attention Adam GanUZa Licensee and Licensor may change such address at any time upon giving the other party written notification Communications between the parties relating to the administration of this Agreement and tie permitted uses thereunder (excluding legal demands) may be providea to the other party via a-fna., Written notifications under this License must be in writing and shall be deemec to be served when delivered to the address of the addressee and upon receipt, with, evidence of receipt for any emailed notices 14. PROHIBITIONS REGARDING SALE OR USE OF EXPANDED POLYSTYRENE FOOD SERVICL ARTICLES. SINGLE -USE PLASTIC BEVERAGE STRAWS, AND SINGLE -USE PLASTIC STIRRERS: (A) Licensee hereby agrees and acKnewledges that. pursuan! to Section 82-7 of the City Code as may be amended from time to :ime, Licensee shall not sell, use, prov de food in, or offer the use of expanded polystyrene food service articles ;as defined in City Code Section 82-7) in the Premises A violation of tt`is section shall be deemed a default under the terms of this Agreement. Notwithstanding the above this section shall not apply to expanded polystyrene food service articles used for prepackaged food that have bee„ filled and sealed prior to receipt by t .censee t8) Additionally Licensee agrees and acknowledges that, pursuant to Section 82-6 of the City Code as may be amended from ante to time Licensee sha" not offer the use of single -use plastic beverage strains or single -use plastic st•rrers 'its def.ned n Cly Code Section 82-8: in the Premises A violation of this sect on sha't he deemed a tc:(w r ii,)(Icr the terms of this Agreement NMwithstand ng Docusign Envelope ID: F8DD1B92-92B3-8105-8392-8DAFD95CB457 the above, the requirements of Section 82.8 shall not restrict Licensee fron prov;dirig a beverage with, or offering the use of, a single-(ise plastic beverage straw or single -use plastic stirrer to an individual with a disability or medical condition that impairs the consumption of beverages without a single -use plastic beverage straw or single -use plastic stirrer. (C) As additional consideration for this Agreement, separate and apart from the requirements of Sections 82-7 and 82-8 of the City Code Licensee agrees not to. (1) sell, use, provide food in, or offer the use of expanded polystyrene food service articles in the Premises. A violation of this section shall be deemed a default under the terms of this Agreement Notwithstanding the above this section shalt not apply to expanded polystyrene food service articles used for prepackaged food that have been filled and sealed prior to receipt by Licensee and (2) offer the use of single -use plastic beverage straws or single -use plastic stirrers in the Premises A violabon of this section shall be deemed a default under the terms of this Agreement Notwithstanding the above Licensee shall be permitted to provide a oeverage with. or offer the use of a single -use plastic beverage straw or single -use plastic stirrer to an ndiv,dual with a disability or medical condition that impairs the consumption of beverages without a single - use plastic beverage straw or single -use plastic stirrer 15. LICENSEE'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW: (A) Licensee shall comply with Florida Public Records law under Chapter 119, Florida Statutes, as may be amended from time to time (B, The term "public records shall have the meaning set forth in Section 119.011(12), which means all documents, papers, letters, maps, books, tapes. photographs, films, sound recordings, data processing software. or other material regardless of the physical form, characteristics or means of transmiss on, made or rece ved pursuant to la•.v or ordinance or in connection with the transaction of official business or the City (C) Pursuant to Section 119 0701 of the Fler,da Statutes, if the Licensee meets the definition of "Contractor" as defined in Section 119.0701(1Xa), the Licensee shall (1) Keep and maintain public records required by the City to perform the service (2) Upon request from the City s custodian of public records. provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119. Flonda Statutes or as otherwise provided by law (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed, except as authorized by law, for the duration of the contract term and follow ng completion of th,s Agreement if the L icensee does not transfer the records to the City (4) Upon completion of this Agreement, transfer, at no cost to the Ci!y all public records in possession of the Licensee or keep and maintain pub c records required by the City to perform the service If the Licensee transfers all pubt-c records to the City upon complet on of this Agreement, the I icensee shall destroy any duplicate public records Ihat are exempt or confidential and exempt from public records disclosure requ rerients. If the Licensee keeps and aiairit3 i)s PUNK records upon cornpIntion of this Agreement. the '_icensee shalt meet all appiicabve requirements for retawinq public ri:corc}s All recores slure 7 e'ecironica'.ly moil 5e provided to the Docusign Envelope ID: F8DD1B92-92B3-8105-8392-8DAFD95CB457 City. upon req:jest from the City s custodian of public records, in a format ghat is compatib!e with the information technology systems of the City (D) REQUEST FOR RECORDS NONCOMPL IANCE (1) A request to inspect or copy public records relating to the City s contract for services must be made directly to the City If the City does not possess the requested records. the City shall !mmediately notify the L censee of the request, and the Licensee must provide thn records to the City or alio%v the records to be inspected or coped ,*thin a reasonable tame. Q) Licensee's fai-ure to comply with the City request for records steal constitute a breach of this Agreement, and the City, at Its sole discretion may (1) unilaterally terminate this Agreement (2) avail itself of the remedies set forth under this Agreement. and/or (3) avail itself of any available remedies at lair or In equity. (3) A Licensee who falls to provide the public records to the City within a reasonable time may be subject to penalties under s 119 10 (E) CIVIL ACTION 0) If a civil action is filed against a Licensee to compe! production of public records relating to the City's contract for services, the court shall assess and award against the Licensee the reasonable costs of enforcement, including reasonable attorneys fees. if a The court determines that the Licensee unlawfully refused to comply with the public records request .within a reasonable time. and b At least 8 business days before firing the action. the plaintiff provided written notice of the public records request, including a statement that the Licensee, has not complied with the request. to the City and to the Licensee (2) A nonce compl,es witf• suhparagraph {1)(b) if it is sent to the Clty's custodian of public records and to the Licensee at the Licensee's address listed on its contract with the City or to the Licensees registered agent Such notices must be sent by common carrier delivery service or by registered. Global Express Guaranteed, or certified mail, :with postage or shipping paid by the sender and with evidence of delivery wh,ch may be in an electronic format. (3) A Licensee .vho complies with a public records request within 8 business days after the nonce is sent is net liable for tie reasonable costs of enforcement (Fi IF THE LICENSEE HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, OR AS TO THE LICENSEE'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT CITY OF MIAMI BEACH ATTENTION: RAFAEL E. GRANADO, CITY CLERK 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 Docusign Envelope ID: F8DD1692-92B3-8105-8392-8DAFD95C6457 E-MAIL: RAFAFLGRANAC ot(tMIAMIBEACHFL.uOV PHONE: 345-673-7411 16. INSPECTOR GENERAL AUDIT RIGHTS (A) Pursuant to Section 2-256 of the Code of the City of Miami Beach, the City has established the Office of the Inspector Generai which may, or a random basis, perform reviews, audits, nspections and investigations on all City contracts, throughout the duration of said contracts This random audit is separate and distinct from any other audit performed by or on behalf of the City (B) The Office of the Inspector General is authorized to investigate City affairs ano empoevereo to review past, present and proposed City programs, accounts, records, contracts and transactions In addition the Inspector General has the power to subpoena witnesses. administer oaths, require the production of witnesses and monitor City pro;ecls and programs. Monitoring of an existing City project or program may include a report concerning whether the project is on time within budget and in conformance with the contract documents and applicable law. The Inspector General shad have the power to audit investigate, monitor oversee, inspect and review operations, activities performance an procurement process including but not limiteo to project aesigr, bid specifications, (bid/proposal) submittals, activities of the Licensee, its officers, agents and employees, lobbyists, City staff and elected o'ficials to ensure compliance with the contrac, documents and to detect fraud and corruption Pursuant tc Sectior 2-378 of the City Code, the City !s allocating a percentage of its overall annua, contract expenditures to fund the activities and operations of the Office of Inspector General (C) Upon ten (10) days written notice to the Licensee, the Licensee shall make all req:tested records and documents available to the Inspector General for inspection and copying. The Insoector General is empowered to retain the ser✓ices of independent private sector auditors to audit, invest gate. monitor, overseer nspect and review operations activities, performance and procurement process including but not limited to project cosign bid specifications (bto%proposal) submittals activities of the Licensee its officers agents and employees. lobbyists City staff and elected oP.ciafs to ensure compliance with the contract documents and to detect fraud and corruption (D) The Inspector General shall have the right to inspect and copy all documents and records in the Licensees possession, custody or control which in the Inspector General's sole judgment, pertain to performance of the contract, including, but not limited to original estimate files. change order estimate f ;es, worksheets, proposals and agreements from and witn successful subcontractors and suppliers. all project -related corespdr`<dence, memoranda instructions, financial documents, construction documents, (bitl;proposal) and contract documents, back -change documents, 311 documents and records which involve cash. trade or volume discounts, insurance proceeds. rebates, or dividends received, payroll and personnel records and supporting documentation for the aforesaid documents and records (E) The Licensee shall make available at its office at all reasonable times the records. rriatenats and other evidence regarding the acquisition (bid preparation) and performance of this Agreement. for examination, audit, or reproduction, until three (3) years after final payment under this Agreement or for any longer period required oy statute or by other clauses of this Agreement. In adoition F this Agreement is completely or partially terminated the Licensee shall make available records relating to the -work terminated until three (3) years after any resulting final termination settlement and rr. The Licensee sha] make available reccrus relating to appeals or to Jigation or the settlement cf ciaims ansing tinder or rclatirg to t"is Agreement until such appeals lit,gat on, or claims are 'maily resu!veu. Docusign Envelope ID: F8DD1B92-92B3-8105-8392-8DAFD95CB457 (F) The provisions in this section shall apply to the Licensee, is officers, agents. employees subcontractors and supp'iers The Licensee shall incorporate tt a provisions in this section in all subcontracts and all other agreements executed by the Licensee in connect 0 with the performance of this Agreement. (G) Nothing in this section shall impair any independent right to the C,ty to conduct audits or invest,gative activities The provisions of this section are neither ,ntended nor shall they be construed to impose any liability on the City by the Licensee or third parties 17. E-VERIFY: A) To the extent that Licensee provides labor, supp::es, or services under this Agreement, L censee shall comply with Section 448 095. Fonda Statutes, "Employment El,gibility" ('E-Veriiy Statute'), as may be amended from time to t,me Pursuant to the E-verify Statute, commencing on January 1. 2021 Licensee shall register with and use the E-Verify system to verify the work author5zation status of all newly hired employees dunng the Term of this Agreement Additionally. Licensee shall expressly require any subcontractor performing work or providing services pursuant to this Agreement to ikewise utilize the U S Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor If Licensee enters into a contract wilt) an approved subcontractor, the subcontractor must provide the Licensee with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien Licensee shall maintain a copy of such al"idavit for the duration of this Agreement or such other extended period as may be required under this Agreement. (B) TERMINATION RIGHTS. (1) if Licensor has a good faith tel,ef that Licensee has knowingly violated Section 448 09(1), Florida Statutes, which prohibits any person from knowingly employing, hiring. recruiting, or referring an alien who is not duly authorized to work by the immigration laws or the Attorney General of the United States, Licensor stall terminate this Agreement with Licensee for cause, and Licensor shall thereafter have or owe no further obligation or ►iaoiiity to Licensee (2) If Licensor has a good faith oelief that a subcontractor has knowingly violated the foregoing subsection (A), but Licensee otherwise complied with such subsection, the City will promptly notify Licensee and order Licensee to immediately terminate the contract with the subcontractor. Licensees failure to terminate a subcontractor shall be an event of default under this Agreement, entitling Licensor to terminate this Agreement for cause i31 A contract terminated under the foregong subsection rB)(1) or (B1(2) is not in breach of contract and may not be considered as such (4) Licensor or Licensee or a subcontractor may file an action with the Circuit or County Court lu challenge a termination under the foregoing subsection (8)(1) or (SX2) no later than 20 calendar days after the date on which the contract was terminated (5) H Licensor terminates this Agreement with Licensee under the foregoing subsection (B)(. ), Licensee may nol be av:arded a public contract for at east ! year after the date of termination of this Agreement tG) Licensee Is liab:e for any add tonal costs ncurred by the City as a result o` the termination of this Agreement under this SPCtion 18. FORCE MAJEURE: Docusign Envelope ID: F8DD1B92-92B3-8105-8392-8DAFD95CB457 (A) The City does no: guarantee uninterrupteu access to or use of the Premises, as usacee may be suspended or decayed due to events of force majeure, as defined herein Neither party shall be I+able or responsible for ary delay, damage, ;oss, or failure to perform caused by a force majeure event provided that the affected party notifies :he other in writing within ten (10) days of gaining actual knowledge of the force majeure event (B) For the purposes of this provision,_A -Force Majeure event is an event that fi) in fact causes a delay in the performance of the Licensee or i_icensor's obligations under this Agreement, and (ii) ?s heyond the reasonable control of such party unable to perform the oblsgat,on, and (ni) is not due to an intentional act error omission, or negligence of such party, and tiv) could not have reasonably been foreseen and prepared for by such party at any time prior to the occurrence of the event Subject to !ne foregoing criteria, Force Majeure rnay include events such as war, civil insurrection, not, fires. epidemics. pandernics, terrorism, sabotage, explosions. embargo restrictions. rguaranbne restrictions, transportation accidents strikes. strong hurricanes or tornadoes. earthquakes, or other acts of God which prevert performance Force Majeure shall not include technological impossibility, inclement weather. or failure to secure any of the recuired permits pursuant to this Agreement (C) In the event that an event of Force Majeure delays a party s performance under this Agreement for a time period greater ,han thirty (30) days. Licensor may, at the sole discretion of the City Manager, terminate this Agreement on a given date, by giving written notice to Licensee of such termination If this Agreement is :erminated pursuant to this section. Licensor sha" be discharged from any and all liabilities, duties, and terms ansing out of, or by virtue of. this Agreement In no event will any condition of Force Majeure extend this Agreement beyond its stated term. 19. LICENSEE'S COMPLIANCE WITH ANTI -HUMAN TRAFFICKING LAWS. Licensee agrees to comply with Section 787 06, Florida Statutes, as may be amended from time to time, and has executed the Anti -Human Trafficking Affidavit, .containing the certification of compliance with antihuman trafficking laws as required by Sec:ion 787.t3E(13). Florida Statutes incorporated herein by reference and attached hereto as part of Exhibit"C" 20. PROHIBITION ON CONTRACTING WITH A BUSINESS ENGAGING IN A BOYCOTT: I licensee warrants and represen:s that it is not currently engaged in, and will not engage in a boycott. as defined in Section 2-375 of the City Code In accordance wan Section 2-375 1(2xa) of the City Code, Licensee hereby certifies that Licensee a not %urgently engaged in, and for the duration of this Agreement. will not engage in a boycott of Israel, as evidenced from the sirynec Certif;cation incorporated herein by reference and attachec hereto as oart of Exhibit "C" 21. PROHIBITION ON CONTRACTING WITH AN INDIVIDUAL OR ENTITY WHICH HAS PERFORMED SERVICES FOR COMPENSATION TO A CANDIDATE FOR CITY ELECTED OFFICE (A; L,cersee warrants and represents that. mthin two (2� years prior to the Effective Date L censee has not received compensation for services performed for a candidate for City elected office. as contemplated by the prohibitions and exceptions of Section 2-379 of the City Coee. (B) For the avoidance of Ccubt. the restrictions on conlractincj With Licensor pursuant to Section 2-379 of the Ci:y Code stall no'' ap , to the following (1 i Any individual or entity that prov des goods to a candidate: for office (2) Any individua or entity that provides services to a candidate for office if those same services are regularly performed by the irdividual cr entity it the ordinary course of business for clients or customers other ttan candidates for office This rnciudes •:nthout .irritaticn, Danks, tele:)kone or intern}et service providers, printwg companies evert venues, !t'F081lrcin',s callprers ;alit,;;'),,)t:al'r'n nrov`OErs. and Office supply vPrldniS Docusign Envelope ID: F8DD1B92-92B3-8105-8392-8DAFD95CB457 f 3) Any individual or entity which performs licensed professional services r'ircluding for example, legal or accounting services) 22. PROHIBITION AGAINST CONTRACTING WITH FOREIGN COUNTRIES OF CONCERN WHEN AN INDIVIDUAL'S PERSONAL IDENTIFYING INFORMATION MAY BE ACCESSED: L,censee hereby agrees to comply with Section 287 138 Florida Statutes, as may be amended from time to tilive. .vhrch states that as of Jaruary 1. 2024. a governmental entity may not accept a bid on, a proposal for. or a reply to. or erter into a contract with an entity which would grant the entity access to an individual's personal identifying information (PII), unless the entity provides tithe governmertal entity with an affidavit signed by an officer or representative of the entity under penalty of perjury attesting that the entity does not meet any of the criteria in Paragraphs 2(a)-(c) of Section 287 '38, Florida Statutes (a) the entity is owned by a government of a foreign country of cori;ern (b) the government of a foreign country of concern has a controlling interest in the entity, or (c) the entity is organized cinder the laws of or has its principal place of business in a foreign country of concern (each a 'Prohibited Entity') A foreign country of concern is defined r Section 281 ' 38 (1)(c ), Florida Statutes, as may be amended from time to time, as the People's Republic of China, the Russian Federation, the Isiamic Republic of Iran, the Democratic People's Republic of Korea the Republic of Cuba. the Verezuelan regime of Nicolas Maduro. or the Syrian Arab Republic, including any agency of or any other entity of significant control of such foreign country of concem Additionally, beginning July 1. 2025. a governmental entity may not extend or renew a contract with a Prohibited Entity Licensee warrants and represents that It does not fall within the definition of a Prohibited Entity, and as such, has caused an authorized representative of Licensee to execute the Prohibition Against Contracting with Entities of Foreign Countries of Concern Affidavit rcorporated hereir by reference and attached hereto as part of Exhibit "C" 23. NOT A LEASE: It is expressly understood that no part of the Premises, buildings, structures, or equipment referercec ,n this Agreement is eased This Agreement is stl ict'y a Use Agreemert, not a lease ano the right to use the Premises shall remain in effect only as long as all terms, conditions, and obligations set forth herein are met. 24, WAIVER: No waiver by Licensor any time of any of the terns or conditions of this Agreemen shall ',e deemed at any time thereafter a waiver of the same or any other term or conditions hereof 25. SEVERABILITY: If ary term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent. be invalid or unenforceable the remainder of this Agreemer:, or the application of such term or provision to peroors or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term and provision of this Agreement shad be valid and be erforceat:•ie for the'ul es: extent permitted oy law 26. GOVERNING LAW/VENUE: This Agreement sham be governed by and construed in accordance with We law of the State of Florida. This Agreement shall be enforceab a in Atiami-Dade County Fonda, and if legal actior is necessary by either party with respect to the enforcement of any or at of the terms or cordi:ions herein exclusive venue for the enforcement of same shall lie in Miami -Dade County. F orida By entering into this License. L censee and Lessor expressly waive any rights either party may have to a tna by Jury o` any civil 1igaticn related to, or arisira out of, ;h s License 27. NO DISCRIMINATION: In connectior with the use of the Premises, Licensee shall not exoude from participation in deny the benefits of, or subject to discrimination anyone or, the grounds of race co or rat!cr.al origin, sex, age. disabi ity, refigior: income or family status Acdil,onally. Licensee shati comply fully with, ;he City of Miami Beach Human Rights Ordinan e codified n1 Chapter 62 of the City Cede as may be an ende(! frnnl time to time, prohibiting diSCr urination w F•mpi,-)ymrnt (including :ndependef t contractors; nousng, p,iblic accorixriodations, public sei ar:ul r conrF;ctiur \, ith its membershili or pohcles because of actual c- p•*rc(!ived race color r,at onal occ;w, Docusign Envelope ID: F8DD1B92-92B3-8105-8392-8DAFD95CB457 religion, sex, intersexuality, gender identity. sexual orientation. rnantai and familial statusage, disability. ancestry, height weight, hair texture andlor hairstyle, domestic partner status tabor orgarr7atton inembership. familial situation, or political affiliation 28, CHANGES AND ADDITIONS: This Agreement cannot be modified or amended w•thout the express written consent of the parties No modification, amendment. or alteration of the terms or conditions contained herein shalt be effective unless contained in a written docurnwit executed with the same formality and of equal dignity herewith The City Manager is the adman strative officer of the City, duthonxed to approve any changes to this Agreement within :he purchasing limits of the City Manager's authority 29. LIMITATION OF LIABILITY/NO WAIVER OF SOVEREIGN IMMUNITY: Licensors liability for monetary damages due to an alleged oreach of this Agreement shall not exceed One Thousand and 00r :00 (S1,000.00) Dollars in total Licensee agrees that any claims against Licensor, whether for breach of contract or any otner cause, are limited to this maximum amount. This provision or any other provision in this Agreement shall not waive or alter the liability limits established under Florida Statutes Section 768,28 (SIGNATURE PAGES FOLLOVVI Docusign Envelope ID: F8DD1B92-92B3-8105-8392-8DAFD95CB457 IN WITNESS WHEREOF the parties hereto have hereurto executers and delivered this Agreement the day and year first above written ATTEST: Signed by: Clra"h By: FAB88AOBFB5E4CF .. Rafael E. Granado, Clerk 7/23/2026 1 10:35 AM EDT Date. ATTEST: By: - -- ness �.� . r-�. l� ✓, '� l�riw�h Print Name Date: 0 -7// 3/4 C LICENSOR CITY OF MIAMI BEACH, a Florida municipal corporation By. -C'W4M,nagc LICENSEE; The Rhythtff<Foundatio , Inc. i By, APPROVED AS TO FORM & LANGUAGE At FOR EXECUTION City Attorney;- Date Docusign Envelope ID: F8DD1B92-92B3-8105-8392-8DAFD95CB457 EXHIBIT "A" PREMISES Docusign Envelope ID: F8DD1B92-92B3-8105-8392-8DAFD95CB457 EXHIBIT "B" RULES AND REGULATIONS Licensor has established the following policies and procedures concerning the use of .icensor s propeitiestfaci!ities t Staff will be designated as necessary during the period of use, use Is valid only during the Term of this Agreement Licensee is provided use of the Premises however the property may not tic: opened to the general public 3 Licensee is responsible for all janitorial services, including trash removal and maintenance of the Premises in a clean and orderly condition .1, No lammable products and/or open flames are aloud. s Music or audio sound !evels must be maintained within the Premises 6 Caterers must bang in pre-cooked food, cooking food is not allowed on Premises or surrounding areas 7. No barbecues, open fires or sternos except for North Shore Oper Space Park A Pursuant to Section 82-7 of the City Code. L i c e n s e e acknowledges and agrees that it shall be unlawful for any person to carry any expanded polystyrene food service articles (as defined in City Code Section 82-7) onto any beach or into any park within the City Additionally. Licensee is prohibited from selling, using. providing food n, or offering the use of expanded polystyrene food service artices in the Premises or surrounding area, other than expanded polystyrene food service articles used for prepackaged food that have been filled and sealed prior to eceipt by L ICPnsee, Section 82- 8 of the City Code bans single -use plastics Straw/stirrers on the beach and all City properties, including marinas parKs, piers, docks boat ramps and sidewalk cafes (as well as contractors and special events permittees) Single use plastic stirrers and plastic straws are not allowed into any park within the City Licensee is prohibited from using single -use plastic beverage straws or single -use plastic stirrers m the Premises provided however that Licensee shall be permitted to offer the use of a single -use piasnc beverage straw or single -use plastic stirrer to an individual with a disability or medicar condit:on that impairs the consumption of beverages without a single -use plastic beverage straw or single -use plastic stirrer t ,s the resaonsibi;;y of Licensee to supervise guests . , No animals permitted Vehicles can park in areas designated for vehicle parking only Docusign Envelope ID: F8DD1B92-92B3-8105-8392-8DAFD95CB457 t.; Renter agrees to abide by all city. county. and state laws during use of City of Miami Beach facilities including Chapter 46, Article IV Noise Violations may result In fines and penalties 14 Please contact the Asset Management Division to deter nine if your event qualifies for a Special Events Perrn:t at the CITY MANAGER S OFFICE Please be advised t1at the Special Events Off.ce requires a sixty (60) day notice pr.or to the event start date in order to process a application 1 a Start reserves the rght to remove any patror no: fo'lowing above rues tn. Baboons are prohibited in public marinas parks & beaches IF YOU HAVE ANY QUESTIONS OR CONCERNS, PLEASE CALL: ASSET MANAGEMENT DIVISION 305-673-7193 Docusign Envelope ID: F8DD1B92-92B3-8105-8392-8DAFD95CB457 EXHIBIT "C' CITY'S AFFIDAVITS AND CERTIFICATIONS This Exhibit includes affidavits and certifications required under applicable Florida law and the Code of the City of Miami Beach in conrect;on wits the execut on and administration of this Agreement To ensure acknowledgment and understanding of each requirement, Licensee shall initial each section Included in this Exhibit The act of nit:aling conf,rms Licensee s review of, and agreerr>Qnt to the statements contained therein Licensee shall also sign and notarize trze acknowledgment at the end of this Exhibit, ailarming the truth and accuracy of all initialed statements This Exhibit must be completed by a person authorized to make the following attestat.ons on behalf of Licensee Initials��� In accordance with Section 787 06(13), Florida Statutes, incoraorated herein by reference the undersigned on behalf of Licensee, hereby attests under penalty of perjury that Licensee does not use coercion for labor or services as defined in Section 787 0& Florida Statutes entitled'Hurnan Trafficking - Initials 7� In accordance w;Ih Section Z-375 1(2)(a) of the City Ccde. Licensee hereby certifies that it is not curren;'y engaged rn, and for the duration of the Agreement aril! not engage in, a boycott of Israe�, as defined r Section 2-375 1 ( 1 ) of the City Ccde Docusign Envelope ID: F8DD1B92-92B3-8105-8392-8DAFD95CB457 InitialslV In accordance vvith Section 287 138. Florida Statutes incorporated herein by reference the undersigned on behalf of licensee hereby attests under penalty of perjury that Licensee does not meet any of the f6iovving criteria in Paragraphs 2(a)-(c) of Section 287 138, Fonda Statutes (a) Licensee is owned by a government of a foreign country of concern, (bi the government of a foreign country of concern has a controlling interest in Licensee or (c) Licensee is organized under the laws of or has its principal place of business in a foreign country of concern (SIGNATURE PAGE FOLLOWSi Docusign Envelope ID: F8DD1B92-92B3-8105-8392-8DAFD95CB457 SIGNATURE AND NOTARIZATION BY SIGNING AND NOTARIZING THIS PAGE, YOU ARE ATTESTING TO THE AFFIDAVITS AND CERTIFICATIONS IN SECTIONS 1-3 OF THIS EXHIBIT I understand that 1 am sweanng or affirming under oath, under penalties of perjury, to the truthfulness of the claims made in this Exhibit and that the purishment for '(nov ingly making a false statement may include fires ardor Imprisonment. The unaersigned Is authorized to execute this affidavit on behalf of Licersee The Rhythm Fourdation. Inc. a Flonca rat -for -profit corporation. / Name -Tale r' (Address) State of Courty of The foregoing irstrument vas ackno:vleoged before me by means of physicai veserce or online notarization, this i Lift day of i =� 202� by yl 1, -'; r y-1--+-`= as -_. �!�_.�.Li J�_� . _� of The Rhythm Foundation, Inc, a Florida rot -for -profit corporation, known to me to be the person described herein or who produced _ _ as idertificatlor anc who dicldid rot take an oath NO j"ARY PUBLIC (Signature' i Pnrt Name' My CommiSS or expires j E:A Sl3iLkA K. CA&WkS u\' COMMISSION t HH T7422" EXPIRES Am 22.2030 Granado, Rafael From: DocuSign - CMB <CMB@Docusign.miamibeachfl.gov> Sent: Wednesday, July 22, 2026 1:43 PM To: Granado, Rafael Subject: Complete with Docusign: The Rhythm Foundation Use Agreement.pdf MIAMIBEACH Kevin Sanchez KevinSanchez@miamibeachfl.gov Hi Rafael, This Use Agreement for the Rhythm Foundation to use the 7605 Collins Ave house was approved at the June 24, 2026, Commission meeting pursuant to Resolution 2026-34337. Powered by dP docusign Do Not Share This Email This email contains a secure link to Docusign. Please do not share this email, link, or access code with others. Alternate Signing Method Visit Docusign.com, click 'Access Documents', and enter the security code: AD80CD2D41 D1 85C883B6COAB8C8BC8C83 Copyright© 2026 Docusign, Inc. All rights reserved. 221 Main Street, Suite 1550 San Francisco, CA 94105 This message was sent to you by Kevin Sanchez who is using the Docusign Electronic Signature Service. 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