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Letter Agreement Between CMB & Little Havanaz~o9- a 7~ s z ~_ ;r`r~n~~~:~~~Vn~l BEACH City of Miami Beach, 1700 Convention Center Drive, Miami Beach. Florida 33139. vrvnv.miamibeachfl.gov OFFICE OF REAL ESTATE. HOUSING & COMMUNITY DEVELOPMENT -el: 305.673.7193, Foz: 305.673.7033 July 15, 2009 Mr. Ramon Perez Dorrbecker President Little Havana Activities & Nutrition Centers of Dade County, Inc. 700 SW 8th Street Miami, Florida 33130 RE: LETTER AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND LITTLE HAVANA ACTIVITIES & NUTRITION CENTERS OF DADE COUNTY, INC. FOR THE USE OF THE SOUTH SHORE COMMUNITY CENTER PLAYGROUND FACILITY (THE "PREMISES") Dear Mr. Perez Dorrbecker: The following Letter Agreement ("Agreement")shall confirm the understanding between the City of Miami Beach ("City") and Little Havana Activities & Nutrition Centers of Dade County, Inc. ("LHANC"). The City herein agrees to grant LHANC use of the City owned Premises, located at 833 Sixth Street, Miami Beach, Florida, and as more specifically delineated in "Exhibit A", attached hereto and incorporated herein. It is the intent of the parties that the term of this Letter Agreement, including any renewal terms, is to run concurrent with the term of that certain Lease Agreement between the City and LHANC, dated September 9, 2009 (the `Lease Agreement"). Accordingly, this Letter Agreement shall be for an initial term of four years (4) years and three hundred sixty four (364) days, commencing on the 2nd day of October. 2009 (the "Commencement Date"). and ending on the 30t" day of September. 2014. Provided that LHANC is in good standing, and at the City's sole discretion, commencing upon written notice from LHANC to the City, the City may extend the term of this Letter Agreement, upon the same terms and conditions, for one (1) additional five (5) year term; and provided further, that in the event that the Lease Agreement is not renewed (pursuant to Subsection 2.2 of the Lease Agreement), then LHANC shall, at its option, have the right to terminate this Letter Agreement upon seven (7) days written notice to the City. Page 2 Additionally, in the event that the renewal option is not exercised pursuant to Subsection 2.2 of the aforestated Lease Agreement, then this Letter Agreement shall automatically terminate, and shall be null and void and of no further force and effect. Additionally, if, at any time during the term of this Letter Agreement, the Lease Agreement is terminated or otherwise ceases to be of any legal force and effect, for whatever reason whatsoever, then this Letter Agreement shall automatically terminate, and shall be null and void and of no further force and effect. NOTWITHSTANDING ANYTHING STATED HEREIN, THIS LETTER AGREEMENT MAY BE TERMINATED BY EITHER PARTY, WITHOUT CAUSE AND FOR CONVENIENCE AT ANY TIME DURING THE TERM (INCLUDING ANY RENEWAL TERM), UPON FURNISHING THIRTY (30) DAYS WRITTEN NOTICE TO THE OTHER PARTY. As consideration for the City's agreement to allow LHANC to utilize the Premises, LHANC shall be solely responsible for the day-today maintenance of the Premises, including housekeeping and trash collection (i.e.: collection and removal of trash/garbage and placement into dumpster outside the Premises). LHANC agrees to indemnify and hold harmless the City of Miami Beach and its officers, employees and agents, from and against any and all actions, claims, liabilities, losses, and expenses, including, but not limited to, attorneys' fees, for personal, economic or bodily injury, wrongful death, loss of or damage to the Premises, whether at law or in equity, which may arise or be alleged to have arisen from the negligent acts, errors, omissions or other wrongful conduct of LHANC, its employees, agents, sub-consultants, or any other person or entity acting under LHANC's control, and/or it's invitees and guests, in connection with this Agreement; and to that extent, LHANC shall pay all such claims and losses and shall pay all such costs and judgments which may issue from any lawsuit arising from such claims and losses, and shall pay all costs and attorneys' fees expended by the City in the defense of such claims and losses, including appeals. Nothing contained in this paragraph orelsewhere in this Agreement is in any way intended to be a waiver of the limitation placed upon the City's liability as set forth in Section 768.28, Florida Statutes. In addition to LHANC's obligation to indemnify and hold harmless the City, asset forth in the preceding paragraph, LHANC further acknowledges and agrees that it shall be solely responsible for providing any and all measures to secure and safeguard any and all personal items and/or property on the Premises. LHANC further acknowledges and agrees that under no circumstances shall the City be in any way responsible or liable, whether to LHANC or to any third party(ies) for any stolen, damaged, or destroyed personal property (including, without limitation, personal property, equipment, furniture, records) and/or any other property within the Premises. LHANC shall also be required, at its sole cost and expense, to comply and maintain with all insurance requirements of the City. LHANC agrees that it shall not occupy and/or utilize the Premises until proof of the following insurance coverages) have been furnished to and approved by the City's Risk Manager: We are oommrtletl to provding excellent public sernce and safety to all who live, work, and play in ow vibrant «op~cal. mstonc communM Page 3 Comprehensive General Liability, in the minimum amount of One Million ($1,000,000) Dollars (subject to adjustment for inflation) per occurrence for bodily injury and property damage. The City of Miami Beach must be named as an additional insured on this policy. Workers Compensation and Employers Liability coverage in accordance with Florida statutory requirements. Proof of these coverages must be provided by submitting original certificates of insurance. All policies must provide thirty (30) days written notice of cancellation to both the City's Risk Manager and Asset Manager at 1700 Convention Center Drive. All insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida and must have a rating of B+:VI or better per A.M. Best's Key Rating Guide, latest edition, and certificates are subject to the approval of the City's Risk Manager. This Agreement embodies the entire agreement and understanding between the parties hereto, and there are no other agreements and understandings, oral or written with reference to the subject matter hereof that are not merged herein and superseded hereby. No alteration, change, or modification of the terms of this Agreement shall be valid unless amended in writing, signed by both parties hereto. If the aforestated terms and conditions meet with your approval, please acknowledge by signing in the space provided below. Upon execution by the City, we will forward a fully executed copy to your office for your records. This Agreement shall be enforceable in Miami-Dade County, Florida, and if legal action is necessary by any party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for the enforcement of same shall lie in Miami-Dade County, Florida. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, both substantive and remedial, without regard to principals of conflict of laws. The exclusive venue for any litigation arising out of this Agreement shall be Miami-Dade County, Florida, if in State court, and the U.S. District Court. Southern District of Florida, if in federal court. BY ENTERING INTO THIS AGREEMENT, THE CITY OF MIAMI BEACH AND LITTLE HAVANA ACTIVITIES & NUTRITION CENTERS OF DADE COUNTY, INC. EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS AGREEMENT. Sincerely, Anna Parekh Director AP:rlr th'e are comrntlotl to promtlmg excellent public Service and safety to all v~ho live. work. and play in our wDrent. Iropioai. historic community. Page 4 I have read this Letter Agreement and, fully understanding same, agree to be bound by the terms and conditions contained herein Attest: CITY OF MIAMI BEACH, FLORIDA C Jor~e M. Gonz~le~, ity ~ anager Date Attest: LITTLE HAVANA ACTIVITIES Sr NUTRITION CENTERS OF DADE COUNTY, INC. ~'-pia-I rs+ J.,c'L:C L-~.~" 2 1 /:C</~~,_ ~ -a/ . D `f Ramon Perez Dorrbecker, President Date APPROVED AS TO FORM & LANGUAGE CORPORATE SEAL & FOR EXECUTION laffix seal here] v ~~ K 19 r4 - orn at F.tRHCD~$ALL''~ECONLSALLSP.SSETIGSTREET-CTRtLEASESILHANC'~Daycare South Shore Letter Agree.FINAL3.doc YVO aie committed Io providing excellent public service aM salery to ail who hve. vrork. and play in Onr vibrant, tropical, hislonc community Page 5 EXHIBIT A the "Premises" r . ~ d ... __....._ ~ ~. _. L-.. i3 ~ i; ~ - a~ QI _ ; ~~ ~.' ~,.~ amra ~-L 1 ~''^: ~ -.'~ ': ~ R I l __- ~~ Vii, ill ' I_1 ' ~, ~ ~. a - ' ~ ( / ' ~ 1 ~AiIULSK 1 ~ iI . ~ y , L_, v '~ i { '~ 1 ~~ 4nw xc~xv ~ r Y c ~ .~. / ~ ~ / > ~., ~, ! ;,. ~..~ q} r, ~ _ ~~~ tt1 4 ~`~ f ~ ~ . , x , : .. , u ? . .., ~e-.,.~~m~.,,..,,.~,.. ~ MIAMIBEACH _ t-~. ~ ` rs.r.ux bVe are committetl to provitling excellent puohc sorvwe aM sa'ety to all who Irve. vrork. antl play in our vibrant, tropical. historic comrtmnity.