Finance and Citywide Addendum 7 28 17TO:
A^IAMIBEACH
FINANCE AND CITYWIDE PROJECTS COMMITTEE MEETTNG
ADDENDUM MATERIAL
COMMISSION CHAMBERS, 3RD FLOOR, CITY HALL
JULY 28,2017 AT 3:15 PM
Commissioner Ricky Arriola, Chair
Commissioner Joy Malakoff, Vice Chair
Commissioner John Alem6n,
Commissioner Micky Steinberg,
FROM: Jimmy L. Morales, City
DATE: July 28,2017
SUBJECT: ADDENDUM MATERIAL FOR FINANCE AND CITYWIDE PROJECTS
coMMtTTEE (FCWPC) ON FRIEAy, JULY 28,2017
ADDENDUM MATERIAL ITEMS 13.23
NEW BUSINESS
13. Discussion To Allocate $2,500, As Requested By The Hispanic Affairs Gommittee,
To Fund Enhanced Entertainment During The Hispanic Heritage Month Kick-off
Event, Band Shell Band Night, On September 14, 2011, At The Band Sheil
Commission ltem C4L and R9AB, July 26,2017
(Sponsored by Commissioner Rosen Gonzalez and Commissioner Steinberg
Leonor Hernandez, Office Manager and Community Liaison/Hispanic Affairs Committee
Liaison
stafus; ltem from the July 26,2017 commission meeting encrosed.
f 4. Discussion Regarding The Methodotogy For Future Stormwater Rate lncreases
Commission ltem C4M, July 26,2017
(Sponsored by Commissioner Alem6n)
Eric Carpenter, Assistant City Manager/Public Works Director
Sfafus; ltem enclosed.
15. Discussion Regarding A ProposalTo Build A Public Baywalk From l$-l2Streets
And A Public Marina
Commission ltem C4N, July 26,2017
(Sponsored by Vice-Mayor Arriola)
Tom Mooney, Planning Director
Margarita Wells, Acting Environment and Sustainability Director
Sfalus; Drscussion at committee.
1
16. Discussion Regarding The Management Agreement Between The City Of Miami
Beach And The Sabrina Cohen Foundation, lnc., Providing For The Foundation To
Manage, Operate And Maintain The Adaptive Recreation Genter On The Gity's
Behalf
Commission ltem R7AC, July 26,2017
(Sponsored by Commissioner Malakoff)
John Rebar, Parks and Recreation Director
Sfafus; ltem enclosed.
17. Discussion Regarding Tesla Supercharger Stations At The Pennsylvania Avenue
Garage
Commission ltem R9R, July 26,2017
(Parking)
Saul Frances, Parking Director
Stafus: ltem from the July 26,2017 Commission meeting enclosed.
18. Discussion Regarding The Completion Of The 2012 CIP Project For Stillwater That
lncluded A Sign, lmproved Landscaping And Lighting At The Entrance
Commission ltem R9AD, July 26,2017
(Sponsored by Commissioner Steinberg)
David Martinez, Capital lmprovement Projects Director
Stafus; Discussion at committee.
19. Discussion Regarding $20,000 ln Funding For The Sobe Arts Production Of Testa, A
Multidisciplinary Opera September 28 Through October 1,2017 At The Golony
Theatre Miami Beach
Commission ltem R9AJ, July 26,2017
(Tourism, Culture, and Economic Development)
Eva Silverstein, Tourism, Culture, and Economic Development Director
Sfafus; ltem from the July 26,2017 Commission meeting enclosed.
DEFERRED ITEMS
20. Discussion Regarding The Formation Of A SpecialAssessment District On Alton Road,
From Dade Boulevard To 63'd Street, ForThe Purpose Of Undergrounding Utilities And
Fiber Cable
Commission ltem C4H, July 26,2017
(Sponsored by Commissioner Malakoff)
Sfafus; ltem deferred to the Sepfember 8,2017 FCWPC meeting, pending research.
2
21. Discussion Regarding Gonsidering The lmplementation Of A Student Loan
Reduction Program For City Employees, To Help Pay Off Their Student Debt Faster
Commission ltem C4l, July 26,2017
(Sponsored by Commissioner Rosen Gonzalez)
Michael Smith, Human Resources Director
Sfafus.' ltem deferred to the September 8,2017 FCWPC meeting, pending research.
22. Discussion Regarding Gonsideration Of A License Agreement With Design Miami lt,
LLC For Use Of Portions Of The New Gonvention Center Park, Located To The West
of rhe Miami Beach Gonvention center, ForA Period of ren (i0) years
Commission ltem C4J, July 26,2017
(Tourism, Culture, and Economic Development)
Eva Silverstein, Tourism, Culture, and Economic Development Director
Sfafus; ltem deferred to the September 8,2017 FCW?C meeting, pending
negotiations.
23. Discussion To Gonsider Amending Our Gity Employee Leave Ordinance For Time
Donations For Employees Caring For lll Family Members
Commission ltem C4K, July 26,2017
(Sponsored by Commissioner Alem6n)
Michael Smith, Human Resources Director
Sfafus.' ltem deferred to the September 8,2017 FCWPC meeting, pending research.
3
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712712017 Coversheet
Commission Gommittee Assignments - C4 L
MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Commissioner Kristen Rosen Gonzalez
DATE: July 26,20't7
SUBJECT REFERRAL TO THE FINANCE AND CITYWIDE PROJECTS COMMITTEE TO ALLOCATE $2,500, AS REQUESTED
BY THE HISPANIC AFFAIRS COMMITTEE, TO FUND ENHANCED ENTERTAINMENT DURING THE HISPANIC
HERITAGE MONTH KICK.OFF EVENT, BAND SHELL BAND NIGHT, ON SEPTEMBER 14, 20'17, AT THE BAND
SHELL.
ANALYSIS
At their June 12, 2017 meeting, the Hispanic Affairs Committee passed a motion urging the City Commission and the
Administration to allocate $2,500 to be used to enhance entertainment (band) during the Hispanic Heritage Month Kick-off event,
Band Shell Band Night, s9leduted for September 14,2017, at the Band Shell. The Rhythm Foundation ii contributing $1,000 for
this event. A copy of LTC 356-2017, which details the motion, is attached hereto.
I herby request that the Finance and Citywide Projects Committee allocate $2,500 for this event.
Legislative Tracking
Commissioner Kristen Rosen Gonzalez
ATTACHMENTS:
Description
D LTC # 366-2017
https://miamibeach.novusagenda.com/agendapublic/CoverSheet.aspx?ltemlD=4410&MeetinglD=2965
712812017 Coversheet
New Business and Commission Requests - R9 AB
MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: CommissionerMickySteinberg
DATE: July 26,2017
SUBJECT: DISCUSSION ABOUT ENHANCING THE HISPANIC HERITAGE MONTH KICK-OFF EVENT, SCHEDULED FoR
SEPTEMBER 14, 2017 AT THE BAND SHELL AS REQUESTED BY THE HISPANIC AFFAIRS COMMITTEE.
Leoislative Trackino
Commissioner Micky Steinberg
ATTAGHMENTS:
Description
D LTC 356-2017 HispanicAffairs Committee
ANALYSIS
Please add to the July 26,2017 Commission Meeting Agenda, a discussion about enhancing the Hispanic Heritage Month Kick-off
event, scheduled for September 14,2017 at the Band Shell as requested by the Hispanic Affairs Committee.
https://miamibeach.novusagenda.com/agendapublic/CoverSheet.aspx?ltemlD=4434&MeetinglD=296 1116
AAIAMIBEACH
OFFICE OF THE CITY T./ANAGER
No. LTC# 356-2017 LETTER TO COMMISSION
TO:
FROM:
DATE:
SUBJECT:
Mayor Philip Levine and Mpmbers
Jimmy L. Morales, City Manager
July 7, 2017
Hispanic Affairs Committee
The Purpose of this Leffer to the Commission (LTC) is to inform the Gommission of a Motion
passed by the Hispanic Affairs Committee at their June 12, 2017 meeting.
Members Present: Miguel Brizuela, Luz Angela Diaz, Regina Suarez, Ana Cecilia Velasco,
Francis Trullenque
Via Telephone: Alex Femandez
MOTION: to urge the City Commission and Admlnistration to allocate $2,500.00 to be used to
enhance entertainment (band) during the Hispanic Heritage Month Kick-off event, Band Shell
Band Night, scheduled for September 14,2017 al the Band Shell. The Rhythm Foundation is
contributing $1,000.00 for this event.
Motion Made byr Luz Angela Diaz
Motion Seconded by: Miguel Brizuela
Motion Adopted 4-0 by voice
Marcia Monserrat, Ghief of Staff
Members of the Hispanic Affalrs Committee
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MIAMI BEACH
City of Miomi Beoch, 1700 Convenlion Cenler Drive, Miomi Beoch, Florido 33 I39, www.miomibeochfl.gov
E MEMORANDUM
Members of the Finance and Projects
Jimmy L. Morales, City Manager
July 28,2017
FCWPC-DISGUSSION R
RATE INCREASES
TO:
FROM:
DATE;
SUBJECT:THE METHODOLOGY FOR FUTURE STORMWATER
BACKGROUND
Public Works staff has conducted additional research and determined that it is in the best
interest of the City of Miami Beach to index the storm water fees in accordance with the
Consumer Price lndex (CPl). There was a similar action taken last year to index the water and
sewer fees.
CONCLUSION
The following is presented to the members of the FCWPC for discussion and further direction.
lLot(rctlJF/FRS
F:\WORK\$ALL\1) EMPLOYEE FOLDERS\FIORELLA SARMIENTO\CITY COMMITTEES AND LTCs - ALL YEARS\FINANCE
COMMITTEE- ALL ITEMS\FCWPC rate methodology.doc
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DIScussIoN er CoMMITTeT MEETING
11
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MIAMIBEACH
City of iliomi Beqch, l 200 Convention Center Drive, Miomi Beoch, Florido 33139, www.miomibeochfl.gov
C E MEMORANDUM
Members of the Finance and Projects
FROM: Jimmy L. Morales, City Manager
DATE: July 28,2017
THE CITY OF MIAMI BEACH AND THE SABRINA COHEN FOUNDATION,
INC., PROVIDING FOR THE FOUNDATION TO MANAGE, OPERATE AND
MAINTAIN THE ADAPTIVE RECREATION CENTER ON THE CITY'S BEHALF.
ANALYS!S
At the July 26, 2017 City Commission meeting, the collaboration and funding portion of the
Collaboration, Funding and Management Agreement ("Agreement") between the City and the
Sabrina Cohen Foundation, lnc. for an Adaptive Recreation Center was approved.
The management portion of the Agreement was referred to the Finance and Citywide Projects
Committee ("FCWCP"), with a direction to discuss and include the City Manager's following
recommendations:
a. A requirement that within six months of the date of adoption of this resolution, the
Foundation submit drawings, plans and operating plan with sufficient detail to enable the
City to accurately estimate the construction costs, the costs of FF&E, and the operation
and maintenance costs of the Facility;
b. A schedule of fundraising thresholds and deadlines based upon the cost estimates (i.e.
25o/o of funds by end of year one; 50% by end of year two; and 10Oo/o by end of year
three plus the first year's O&M costs); and
c. The City's right to terminate if any of the foregoing deliverables and deadlines are not
met.
ACTION
Administration requests a discussion on the points made by the City Manager and any other
edits to the draft management agreement.
Attachment
Exhibit A - July 26, 2017 Commission ltem RTAC
/1-
,,-rr#$
13
Resolutions - R7 AC
MIAMIBEACH
TO:
FROM:
DATE:
COMMISSION MEMOMNDUM
Honorable Mayor and Members of the City Cornrnission
Jimmy L. Morales, City Manager
July 26,2017
SUBJECT A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, ACCEPTING THE PROPOSAL FROM THE SABRINA
COHEN FOUNDATION, INC., A FLORIDA NOT-FOR-PROFIT CORPORATION
("FOUNDAT|ON"), FOR THE FOUNDATTON, A PUBLTC CHAR|TY TO FUND-
RAISE AND CONTRIBUTE ALL OF THE EXPENSES RELATED TO THE CITY'S
DESIGN AND CONSTRUCTION OF A CITY-OWNED PARKS AND RECREATION
FACILITY TO BE LOCATED AT A PORTION OF THE CITY'S "P72" SURFACE
PARKTNG LOT AT 53RD STREET AND COLLTNS AVENUE (THE "p72 LOT" ), AND
WHICH FACILITY ONCE COMPLETED, WILL BE USED AS AN ADAPTIVE
RECREATION CENTER SERVING PERSONS WITH PHYSICALAND COGNITIVE
DISABILITIES, SENIORS, AND ABLE.BODIED INDIVIDUALS WITH TEMPORARY
INJURIES, WITH THE INTENT OF EXPANDING THE CITY'S ACCESSIBLE
BEACH PROGRAMMING FOR THE BENEFIT OF THE GENERAL PUBLIC (THE
'FACILITY"); PROVIDING THAT THE FOOTPRINT FOR THE FACILITY SHALL BE
APPROXIMATELY BUT NOT MORE THAN, 5,OOO SQUARE FEET, WITH A
MAXTMUM HETGHT OF TWENTY FOUR (24) FEET, AND CONTATNING A
BUILDING HAVING NO MORE THAN 1O,OOO SQUARE FEET, WITH THE FINAL
LOCATION FOR THE FACILITY AT THE P72 LOT TO BE DETERMINED BY THE
CITY COMMISSION; PROVIDING THAT ALL PLANS AND SPECIFICATIONS FOR
THE FACILITY SHALL BE SUBJECT TO APPROVAL BY THE CITY AND
FURTHER, PROVIDING FOR THE FOUNDATION TO MANAGE, OPERATE AND
MAINTAIN THE ADAPTIVE RECREATION CENTER ON THE CITY'S BEHALF,
FOR A TERM OF NINE (9) YEARS AND THREE HUNDRED SIXTY FOUR DAYS,
COMMENCING UPON THE CITY'S COMPLETION OF THE CONSTRUCTION OF
THE FACILITY FURTHER ACCEPTING THE WRITTEN RECOMMENDATION OF
THE CITY MANAGER (AS FURTHER SET FORTH rN THE C|TY COMMTSSTON
MEMORANDUM ACCOMPANYTNG THIS RESOLUTTON) AND WATVTNG, By 5t7TH
VOTE, THE FORMAL COMPETITIVE BIDDING REQUIREMENT, FINDING SUCH
WAIVER TO BE IN THE BEST INTEREST OF THE CITY AND APPROVING, IN
SUBSTANTIAL FORM, A FUNDING, COLLABORATION AND MANAGEMENT
AGREEMENT WITH THE FOUNDATION; AND AUTHORIZING THE MAYOR AND
CITY CLERK TO EXECUTE AN AGREEMENT SUBSTANTIALLY IN THE FORM
ATTACHED TO THE COMMISSION MEMORANDUM ACCOMPANYING THIS
RESOLUTION.
RECOMMENDATION
Accept the proposal from the Sabrina Cohen Foundation, lnc., a Florida mt-for-profit corporation ("Foundation"), for
Page 2633 of 3438
14
the Foundation, a public ctnrity, to fund-raise and contribute all of the epenses related to the City's design and
construction of a City-owned parks and recreation facility, to be located at a portion of the City's "P72" surface
parking lot at 53d Street and Collins Avenue (lhe "P72lot"), and which facility, once completed, will be used as an
adaptive recreation center seMng persons with physical and cognitive disabilities, seniors, and able-bodied
individuals with temporary injuries, with the intent of epanding the City's accessible beach programming for the
benefit of the general public (the "Facility''); proMdirg that the footprint for the Facility shall be approximately, but not
more than, 5,000 sqmre feet, with a maximum height of twenty four (24) feet, and containing a building lnving rn
more than 10,000 square feet, with the final location for the Facility attrc P72 Lot to be determined by the City
Commission; providing that all plans and specifications for the Facility shall be subject to approwl by the City; and
further, providing for the Foundation to manage, operate and maintain the adaptive recreation center on the City's
behalf, for a term of nine (9) years and three hundred sixty four da;a, commencing upon the City's completion of the
constnrtion of the Facility; further accepting the written recommendation of the City Manager (as further set forth in
the City Commission memorandum accompanyirg this Resoh-rtion) and waive, by 5/7ths rcte, the formal competitiw
bidding requirement, finding such waiver to be in the best interest of the City, and approving, in substantial form, a
Funding, Collaboration and Management Agreement with the Foundation and authorilng the Mayor and City Clerk
to execute an agreement substantially in the form attached to the Commission memorandum accompanlng this
Resolution.
ANALYSIS
At the March 22,2017 City Commission meeting, a discussion on a possible anangement with the Sabrina Cohen
Foundation, lnc., a Florida not-for-profit corporation (the "Foundation"), for the constnrction and operation of a Citp
owned adaptire recreation center at a portion of the City's "P72" surtace parkirB lot located at 53d Street and
Collins Avenue (the "Facility''), was refened to the Finance & Citywide Projects Committee by Commissioner
Malakoff.
The Foundation's corrept for the Facility, which would be a City-owned building under the aegis of the City's Parks
and Recreation Department, represents the Foundation's attempt to (1 ) build on the successful implementation of the
adaptive beach days that provide disabled persons with the abilityto enjoythe City's beaches; and (2) respond to the
main community concems and objections raised with respect to an earlier proposed project at a different location,
Allison Park.
Specifically, the Foundation's proposalforthe project is as follows:
The Foundation, as a public charity, will raise 100% of the funding required forthe design ard construction of a
City-owned Facility, with no Cityfunds used forthe developmentof the Facility.
The City would not proceed with the design and construction of the Facility until the Foundation has raised
sr-rfficient funds for design and construction, and has transfened such funds to the City. lt is anticipated that the
project costs will be approximately $4.5 million, subject to further refinement during the design development
process.
The Gity would be the owner of the Facility, with the primary purpose of proMding the general public and
specifically, persons living with phpical and cognitirc disabilities, seniors, and able-bodied individuals with
temporary injuries, with an accessible access point to the beach and related beach programming.
The Facility would be located on a portion of the P72 surface parking lot adjacent to Beach View Park, with a
footprint of approximately 5,000 sqrr€lre feet, and a maximum of two stories (for a total of approximately 10,000
square feet). The final location of the Facility within the P72 Lot shall be determined by the City
Commission as part of the design development process. The site map for tE P72 Lot is attached as
E$ibitA.
Page 2634 of 3438
15
The Facility would not impact any greenspace or park land, and would be designed and developed with
the intent of minimilng impacts to parking spaces.
ln view of the Foundation's commitment to funding 100% of the design and constnrction costs for the Facility,
and its experience with adaptive beach programming, if the Foundation raises the funding and the
Facility is built, the Foundation would also manage and operate the Center on the City's behalf, for a
term of less than ten (10) yeans. All operational and maintenance costs would be the responsibility of the
Foundation.
o Among other potential events of termination, the City rnay terminate the agreement for lts
convenience if the Foundation does not raise the requisite project funding within three (3) years.
AttheApril 21,2017 Finance and Cityrryide Projects Committee ('Finance Commiftee"), this itemwas discussed
and direction was gircn for the City to continue to develop an agreement, based on the aforementioned terms, which
were presented to the Finance Committee. The proposed Agreement attached hereto has not been reviewed by the
Finarre Committee.
The Administration has worked wih the City Attorney's Office to draft the proposed Collaboration, Funding and
Management Agreement, attached as Et'ribit "B" to this Commission Memorandum. The Administration has also
conducted its first phase of community outreach inviting the three neighboring condominiums to a public
inpuUinformational meeting on April 17,2017, where City Staff, Sabrina Cohen and Miami Beach Residents
discussed the location and operation of the potential Center. One of the top concems for the residents was amilable
parking atlolP72. Residents rciced their concem owr insufficient parking and that the Center should be built at a
different other location. The Parking Department was asked to provide data regarding P72 usage. Parking survey
data shows P72has 139 park spaces and on average 53% of the lot is empty.
At the April 21,2017 Finance Committee meeting, the Administration epressed that one of the top corrcems for the
residents was for parking at the P72 parkirg lot, with a number of residents indicating that there is cunently
insufficient parking, and that the Center should be built at another location.
The proposed Agreement, it must be noted, does not gLrarantee a project. Rather, the Agreement outlines the
framework for the City and Foundation to further develop the project, and specifically, for the Foundation to conduct
the fund+aising that will be required for the project, with initial milestones for progress and funding of the project.
lf it is the direction of the City Commission to accept the proposal fom the Foundation and proceed with the
proposed project at the proposed location, as outlined aborc, I would suggest that the Agreement also reflect the
following:
A requirement that within six months of the date of adoption of this resolution, the Foundation submit drawirgs,
plans and operatirg plan with sufiicient detail to enable the City to accurately estimate the construction costs,
the costs of FF&E, and the operation and maintenance costs of the Facility
A schedule of fundraising thresholds and deadlines based upon the cost estimates (i.e.25o/o of funds by end of
year one; 50% by end of year two; and 100% by end of year three plus the first year's O&M costs); and
The City's right to terminate if any of the foregoirg deliverables and deadlines are rpt met.
lf the City Commission decides to accept the Foundation's proposal, then the City Manager recommends the waiver
of the formal competitive bidding requirements with respect to the Foundation's management of the Facility, for a
termoflessthanten(10)years. Specifically,ifteFacilityisconstructed,itwouldbeinthebestinterestoftheCityto
permit the Foundation to manage and operate the Facility for a term of less than ten (10) pars, in view of (i) the
Foundation's successful implementation of adaptire beach programming in Miami Beach, and (ii) the finarrcial
commitments the Foundation is undertaking to raise all of the funds for the design and construction of the project, as
well as the maintenance and operation of the Facility (other than capital repairs, which will be the City's respomibilig
a.
b.
Page 2635 of 3438
16
as the owner of the Facility).
Sirrce May 2016, the Foundation has operated an Adaptiw Beach Day program, seMng over 600 unique visitors
including Miami Beach, Miami-Dade and Broward residents as wellas tourists from abroad. Visitors have included
disabled individuals, seniors, veterans, and children with special needs. The program has volunteers ranging from
high schoolstudents, college students, phpical therapy students to locals. Each Beach Day is consistently averaging
approximately 100 visitors, with 2540 disabled participants. ln the last )ear, tle Foundation l'ns had over 800
individuals signin for an Adaptirc Beach Day. More information on the Foundation and its Leadership can be found
at htp://sabrinasadaptivebeach.com/.
There is precedent in the City for similar arranoements involving not-for-orofits. The City partnered with
the Boys and Girls CIub for the construction of a facili$r in Flamingo Park to offer programming for
children. The City entered into a Management Agreernent with Unidad in connec'tion with the
construction and operation of a senior citizen center in Bandshell Park in North Beach.
Legislative Tracking
Parks and Recreation
Sponsor
Commissioner Joy Malakoff
ATTACHMENTS:
Description
o E*ribit A - Site Map of P72
^ Eflibit B Collaboration, Funding and ManagernentAgreement between The City of Miami Beach, Florida" and The Sabrina Cohen Foundation, lnc. for an Adaptive Recreation Center
o Exhibit C - Sabrina Cohen Foundation Leadership lnforrnation
o ExfribitD - Resolution
D SCRAdaptive Recreation Center
Page 2636 of 3438
17
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18
July 18,2017
between the CITY OF
laws of the State of
corporation, whose
Florida, 33139 ('F
WHEREAS, ThE
Avenue, which includes
Beach Mew Park. and
and greater access to
Beach View Park
existing surface
recreation services to
seniors, and
eage ztse of 3438
,TION, FUNDING AND MANAGEMENT AGREEMENT
BETWEEN
THE CITY OF MIAM! BEAGH, FLORIDA
AND
THE SABRINA COHEN FOUNDATION, INC.
FOR
AN ADAPTIVE REGREATION CENTER
,ismadeandexecutedasofthis-dayof-,2017,byand
lAMl BEACH, a municipal corporation organized and existing under the
('Cit/), and Sabrina Cohen Foundation, lnc., a Ftorida not-for-profit
office is located at 1800 Sunset Harbour Drive, #2406, MiamiBeach,
TION) (each, a nPafi,'and collectively, the "Parties').
WITNESSETH
REGITALS:
is the owner of certain real property located at and around 5301 Collins
Fire Station 3, the parking lot areas east and south of Fire Station 3,
iated facilities (the "Property'); and
WHEREAS, in effort to provide enhanced recreational programming at Beach View Park
City's beaches, the City desires to expand the footprint available for
without reducing any existing Park greenspace; and
WHEREAS, iN of the foregoing, the City desires to repurpose a portion of the
lot area, described more fully below, to provide expanded parks and
public, including persons living with physical and cognitive disabilities,
individuals with temporary injuries; and
19
July 18, 2017
and beach
sEcTroN 1.
successful adaptive day program within the Ci$ of Miami Beach, with accessible beach
programming at or near Park: and
WHEREAS,
exists as a 501(c)3
donations in the State
and recreational needs,
City's best interest to
programming in Miami
conditions herein
1.1. The
square feet of land
TION is a Florida not-for-profit corporation of the State of Florida, that
charig under the tnternal Revenue Code, entitled to solicit and accept
Florida for charitable purposes. The Foundation cunently operates a
FOUNDATION's prior experience in developing adaptive beach
: and
in consideration of the premises and the mutual covenants and
it is agreed by the parties hereto as follows:
shall consist of a footprint of approximately, but not more than, 5,000
east of 5301 Collins Avenue, on a portion of the "P72" surfiace parking
2
Page 2639 of 3438
WHEREAS, in of the limited funding available to the City to support its City-wide parks
Foundation desires to collaborate with the City to provide the necessary
construction of a City-owned adaPtive recreationalfacility which, oncefunding for the design
completed, will be in accordance with this Agreement for the purposes specified herein
("Adaptive Recreation with the intent of providing an accessible access point to the beach,
for persons living with physical and cognitive disabilities, seniors, and
able-bodied individuals temporary injuries; and
WHEREAS, the has identified a portion of the Property as an ideal location for the
proposed Adaptive Center;and
WHEREAS, thE is desirous of forging a partnershipwith FOUNDATION to managethe
proposed Adaptive Center on the Propefi, and has deemed that it woutd be in the
!/UHEREAS, thE is desirous that FOUNDATION play a primary role in the operation and
managementof the Adaptive Recreation Center, as set forth in the terms and conditions
of thisAgreement, and
20
July 18, 2017
lot generally described
up to 10,000 sq. ft.,
precise location at the
development process
FOUNDATION, and
management,
the Term (as defined in
stated herein, and
Date, and during the T
Premises, and shallbe
condition, and without
to its condition or as to
greenspace.
SECTION 2.
2.1
Date").
2.2 The
certificate of
Centeronthe Premises
and three hundred and
shallexecute a wriften
Possession Date, the
3
Page 2640 of 3438
Exhibit ?" attached hereto, and which shall contain a two-story building of
a maximum height of twenty four (24) feet thereon, and with the final
to be determined by the City Gommission, as part of the design
in Section 5 of this Agreement (the'Premises").
1.2. The City,as of the Possession Date (as defined in Section 2 herein), grants to
TION accepts from the City, this Agreement for the exclusive use,
, and operation of the Adaptive Recreation Center on the Premises, for
2 herein), in conformance with the purposes and for the period
to allthe terms and conditions set forth herein. As of the Possession
FOUNDATION shall have the primary use and occupation of the
for its management, operation, programming, and maintenance.
1.3. As of the Date, FOUNDATION shallaccept the Premises, in its "as is"
representations or wananties of any kind or nature whatsoever by City as
use or occupancy which may be made thereof.
1.4. At no shallthe Premises include, nor reduce, any existing Beach Mew Park
shall be effective on the date it is signed by both Parties ("Effective
of this Agreement shal! commence on the date of issuance of a final
by the Miami Beach Building Department for the Adaptive Recreation
Date'), and shall continue thereafterfora period of nineyearc
four days (9 years, 364 days) (the 'Term").
2.3 \Mthin (30) days afterthe Possession Date, the City Manager and Foundation
, filed with the City Clerk, for the purposo of memorializing the
of expiration of the Term, and the use period referenced in Section 4.1 ol
21
July 18, 2017
this Agreement.
sEcTtoN 3.
3.1. The
development, design
limitation, any and all
Premises for its
Costs'). The parties
donor/grant funds (from
cover the Project Costs.
3.2. The
City funds for the
programmlng or
Foundation further
have no obligation to
respectthereto shall
Ci$ Commission's sole
will not use the
municipal surface
expiration or earlier
3.4. Atall
Center. With respect to
non-permanent fi xtures,
permanent fixtures, in
the City, if any.
3.5. Any
3.3. ln order
agrees to solicit contributions and grant funds to coverthe costs of
construction of the Adaptive Recreation Center including, without
fixtures and equipment required to manage and operate the
purposes (collectively, these costs shall be refened to as the'Project
jointty develop the estimated budget for Project Costs, and anticipate that
other than city or city-related grant entities) will be sufficient to
acknowledges that the City has not identified or appropriated any
and construction of the Adaptive Recreation Center, or for any
at or on the Premises, and that such funds may not be forthcoming. The
and agrees that by entering into this Agreement, the City shall
any funds for the Project Costs, and any funding commitments with
City Commission approval, which approval, if given at all, Ehall be at the
permit the Foundation time to engage in necessary fundraising, the City
or dedicate the Premises for any purpose otherthan its cunent uses as a
lot, until sufficient funds are raised to cover the Proiect Costs, or the
of this Agreement.
City shall retain ownership of the Premises and the Adaptive Recreation
fixtures and equipment, the Foundation shall own any furniture,
equipmentthat is paid forwith Foundation funds. The Gityshallown all
to any equipment, non-permanent fixtures and furniture paid for by
the City accepts from the Foundation for the Adaptive Recreation Center
4
Page 2641 of 3438
22
July {8, 2017
shall be used
potential grant
support of the design
opportunities that may
reason, the parties
applicant), the City will,
be responsible for
3.7. The
donation, grant or
Center that contains
expressly contained in
programming atthe
or any limitation with
donationsthat include
Agreement. The Citt's
solicit donations for any
the City forthe design
Costs and do not
Commission has not
the purposes outlined
SEGTION 4.
(40) years thereafter,
serving persons living
temporary injuries.
supportthe design and construction of theAdaptive Recreation Center.
3.6. The City'Office of GrantsAdministration shatt meetwith the Foundation to identify
that may be available to either the City, the Foundation, or both, in
construction of the Adaptive Recreation Center. With respect to grant
be available to public entities such as the City (or forwhich, forwhatever
that it would be more advantageous for the City to directly serye as the
its sole discretion, apply for such grants. The Foundation shall otherwise
for any grants in support of the Adaptive Recreation Center.
agrees that, as part of its fundraising efforts, it will not accept any
funds for the development or construction of the Adaptive Recreation
restriction or imposes any requirements on the City other than those
Section 4, inctuding, without limitation, any requirement of specific
any requirement that would involve the expenditure of public funds,
to the City's selec-tion of any manager/operator for the Premises. All
interior or exterior naming rights shall be subject to the provisions of this
with respect to the foregoing is not to restrict the Foundation's ability to
purpose, but rather to ensure that any donations transfened to
construction of the Adaptive Recreation Center are strictly forthe Project
any additional use restrictions or other commitments that the City
approved, (other than the restriction that the donation be used for
4.1 TheCity that, commencing on the Possession Date, and fora period of for$
Premises shalt be primarily used as an adaptive recreation center mainly
physical and cognitive disabilities, seniors, able-bodied individuals with
5
Page 2642 of 3438
23
July 18, 2017
4.2
available to cover the
the Premises shall be
include a combination
with the intent for the
persons living with
temporary injuries, (for
determining
the Premises any other
offering electric beach
City approved
Premises, whether
and/or the "approved
additional programs,
uses, as specifically
prior written approval
Commission's sole
Agreement.
prior written consent if
herein; for purposes of
use that is neither a
programmatic change
forth in this Section 4, or
or uses whatsoever. ln
uses not expressly
4.3 The
the foregoing, if Foundation, or other third-party, funding is not
costs for the Adaptive Recreation Center as contemplated herein,
for the most closely-related Parks Department purposes, which may
programming with other general Parks Department programming,
to continue to serve as an accessible access point to the beach for
and cognitive disabilities, seniors and able-bodied individuals with
(40) years from the date the Premises is opened to the public). In
for the Premises, the City agrees to evaluate the feasibility of relocating to
programming offered elsewhere in the City, such as City programs
for use by persons with physical disabilities (hereinaftel the foregoing
activities, services, and uses by FOUNDATION with respect to the
generating or not, shall be collectively refened herein to as the "uses"
. ln the event that FOUNDATION seeks to use the Premises for
activities and uses which are materially different than the approved
herein, then each such proposed new use shall be subjectto the
the City Commission which approval, if given at all, shall be at the City
and which shall be memorialized as an amendment to this
the preceding, FOUNDATION shall not be required to obtain the Citt's
proposed new use is reasonably related to the approved uses set forth
Section 4, the term 'reasonably related' shall refer to a proposed new
change in the approved uses, nor represents a material
said approved uses.
shall be used by FOUNDATION solely and exclusively forthe uses set
other uses as may be approved by the City, and for no other purposes
event that FOUNDATION uses the Premises for any purposes and/or
in Section 4 herein, such use shall be considered a default underthis
6
Page 2643 of 3438
24
July 18, 2017 DRAFT
Agreement and the City
set forth in Section 27
City shall be entitled to
use(s).
sEcTtoN 5.
5.1 The
construction of the
Adaptive Recreation
mutual agreement of
contingency to cover
Centerwill be designed
5.2 The
be administered as a
including, without
Recreation Center shall
contractwith the
othervendors required
the City's Capital
preliminary budgetfor
schedule, outlining
Project-related
design of the Adaptive
be entitled to all remedies, including termination of thisAgreement, as
. ln addition, notwithstanding any other terms of this Agreement, the
immediate relief, whether at law or equity, to restrain such improper
budget of the Project Costs for the development, design and
Recreation Center shall be developed after the concept design for the
is approved bythe City and the Foundation, and shall be subjectto the
Foundation and the City. The preliminary budget shall include a 10o/o
circumstances and Project Costs, and the Adaptive Recreation
this budget.
design and construction of theAdaptive Recreation Centershall
project in accordance with all City procurement and applicable laws,
, LEED certification requirements, and the budget for the Adaptive
such requirements. The City shall be responsibleforentering into the
, the construction contractor, and any ancillaryprofessionals or
complete the Adaptive Recreation Center and related improvements, and
Office shall serve as the contract adrninistrator. Once the
Costs is established, the Foundation and Ci$ shall establish a proiect
timeframes for Foundation's fund-raising efforts, and the completion of
5.3 The City not enter into any binding agreement with an architect/engineerforthe
Center until all of the following events have occuned:
Foundation has transferred the funds sufficient to coverthe total contract
for architectural/engineering fees; and
7
Page 2644 of 3438
(1)
25
July 18, 2017 DRAFT
the Adaptive Recreation
5.5 The
Adaptive Recreation
Adaptive Recreation
preliminary elevations,
heights; and other i
FOUNDATION's initial
Manager shal! have 21
proposed Concept Plan
shall be subject to
Should the City
automatically terminate
grant an extension, at
(2\Foundation has evidenced to the City that has it has received total
ptedges orgrant commitments in an amount sufficientto coverthe
1 Project Costs, and that such pledges and commitments are
to be fulfilled within nine (9) months following execution of the
between City and the architect/engineer; and
naming rights associated with donations or grants are approved
rant to-SeCtion 16 herein and the Citt's Naming Ordinance, but only if
r donation is (i) contingent upon naming rights being confened, and (ii) if
amount of the donation is required for purposes of covering the total
amount for architectural and engineering services for the Adaptive
Center.
5.4 The Ci$not enter into a binding agreement with a construction contractor for
until such time as allof the following events have occurred:
(1)
(2)
Foundation transfers the funds sufficient to cover the total estimated
costs, and
naming rights associated with donations or grants are approved
rant to Section 16 herein and the City's Naming Ordinance, but only if
donation is (i) contingent upon naming rights being confened, and (ii) if
amount of the donation is required for purposes of covering the total
amount for the construction of the Adaptive Recreation Center.
agrees to provide and pay for the initial concept rendering for the
("Concept Plan Design') detailing the proposed improvements for the
in sufficient detail; the layout and siting, including without limitation,
but not limited to, size of building footprint, number of stories,
nents and appurtenan@s proposed upon the Premises. Upon
ission of the proposed Concept Plan Design to the Ci$, the City
to review and provide the Foundation with any comments to the
. Following review bythe City Manager, the Concept Plan Design
by the Mayor and City Commission at a regularly scheduled meeting.
decline to approve the Concept Plan Design, then this Agreement shal!
be of no further force or effect, unless the City Commission deems to
sole discretion. ln the event of automatic termination of this Agreement
8
Page 2645 of 3438
26
July 18, 2017
pursuant to this
the design
intended
Facility exceed
anticipated or
the issuance of a
allclaims from the
, each Party shalt bear its own costs and expenses incurred in
connection with this and neither Party shall have any further liability to the other.
5.6 The documents, including plans and specifications, for the Adaptive
developed consistentwith the approved Concept Plan Design. DuringRecreation Center, shall
period, the Foundation agrees to provide City with input with respect to
design development.City agrees to provide full consideration to the Foundation's input,
particularly with respect aspects of the design that may enhance the use of the Premises for its
subjectto City'sfinal
purposes. All design documents, plans and specffications shall be
and pursuant to all applicable governmental requirements, including
regulatory approval by
Premises.
Design Review Board and agencies having jurisdiction over the
5.7 As part of the design development process, the City shall require the
architecUengineer to an updated estimate of the construction costs, and the estimate of total
Project Costs shall be accordingly. ln the event the estimates to desigtVconstruct the
funds, or in the event cost overruns with respect to the Project Costs are
during the construction of theAdaptive Recreation Center, the City and
the Foundation shall together to either identify additional funds or adjust the project scope, as
necessary. Exceptfor expenditure of the funds received from the Foundation for the Adaptive
Recreation Center, City have no obligation to expend any funds to design, construct , equip or
operate the Adaptive Center.
5.8 ln the the Adaptive Recreation Center and related improvements are
developed, designed constructed for less than the amounts contributed by the Foundation for
Project Costs, then any funds shall be returned to the Foundation within 60 days following (i)
of Occupancy and (ii) receipt of a certificate of final paymenUrelease of
contractor.
9
Page 2646 of 3438
27
July 18,2017 DRAFT
5.9 Any
Center shall be
fund, and used solely for
5.10 The initial
In the eventthe
million, the milestone
basis.
sEcTtoN 6.
(as same may be
contained in this
exclusive right to:
transfened by the Foundation to the Gity for the Adaptive Recreation
for separately from any other City funds, in a restricted special revenue
of Project Costs.
for the project are as follows:
will initiate the design solicitation process to selectthe architecUengineer
the project, as referenced in Section 5.3, once the Foundation has
to the Caty $500,000 for the project.
will initiate the construction bid process to select the contractor for the
as referenced in Section 5.4, once the Foundation has raised an
$4 million.
and City agree upon a final Project budget in an amount otherthan $4.5
identified in this Section 5.10 shall be adjusted on a proportionate
6.1. From and the Possession Date, and subject to the approved uses in Section 4
from time to time), and the terms, limitations and required approvals
FOUNDATION is authorized and required, and shall have the
and direct the Adaptive Recreation Center and coordinate and
all approved uses thereof at the Premises;
and provide forthe day-today maintenance and housekeeping for
Premises:
ise and direct all Adaptive Recreation Center employees and
consistent with the provisions of this Agreement;
and supervise detailed, accurate and complete financial and other
of all its activities under this Agreement in accordance wtth generally
accounting principles. All fi nancial records maintained pursuant to
Agreement shall be retained by FOUNDATION as long as such records
required to be retained pursuantto Florida Public Records Law, and shal!
made available upon reasonable notice by the City;
and implement programs and activitieswhich supportand promote
goals and priorities and approved uses, as set forth in Section 4; and
10
Page 2647 of 3438
28
July 18, 2017
6.2. The
approved uses, FOUN
activities at the
Department, or such
that any such activities
hereby agree to use
manner in the
that each Pafi will be
services and programs.
Agreement and shall
days following the
6.4.
operation forthe
final normaloperating
agreement of the City
circumstances (i.e.
extend its hours of
approvalof the Ci$
6.3.
sEcTloN 7.
rdinate with the City for such public use of the Premises by the Clty, as
forth in Section 10.2 of the Agreement, which coordination and
shall not be unreasonably withheld. Such public uses of the
ses by the City shall be conducted pursuant to policies and procedures,
shallbeestablished and mutuallyagreed upon by FOUNDATION and
City, within six (6) months of execution of this Agreement by the parties
agree and acknowledge that, in furtherance of, and consistentwith, the
TION and the City may agree to provide certain recreation and leisure
that will be programmed through the City's Parks and Recreation
provider as the City may reasonably delegate, and provided, however,
not interferewith the primary approved uses. FOUNDATION andthe City
efforts in mutually determining and agreeing upon the time, place, and
of such services and programs within the Premises, and further agree
for its respective costs associated with the provision of said
The Foundation shall commence operations pursuant to this
the Adaptive Recreation Center to the general public within thirty (30)
Date.
The City and FOUNDATION herein agree that the hours of
shall not exceed 8:00 AM to 9:00 PM, Monday through Sunday, with the
(within the parameters set forth herein) to be determined on mutua!
Foundation. The parties recognize and acknowledge that, under certain
events, specialprogramming, etc.), FOUNDATION willbe permitted to
but in no event shall said hours be shortened without the priorwritten
or his designee, which approval shall not be unreasonably withheld.
11
Page 2648 of 3438
29
July 18,20'17 DRAFT
7,1
FOUNDATION may
the Premises, including,
and sale of food and
generating uses
used to help fund F
in the event that
accounting period, the
by FOUNDATION to
conducted upon orfrom
first be approved, in
7.2
other place within
complete records and
programs, events,
designated
records and accounts.
twenty (120) days
30h, which is atso the
designee, with an
Agreement for the prior
certified as true,
SEGTION 8.
8.1.
October 1st of each
The City herein acknowledges that
additional revenues from a portion of the uses it conducts upon orfrom
not limited to, special events on the Premises, specialty sales, classes'
FOUNDATION herein acknowledges that any and all revenue
upon or from the Premises must be directly related to, consistentwith, or
flON's management, operation, and maintenance of the Premises and,
s) pertaining to the Premises exceed expenses during an annual
and FOUNDATION agree that such excess, if any, may also be applied
the programming of FOUNDATION. Any revenue-generating uses
Premises that are not consistent with the uses in this subsection, shall
, by the City Manager or his designee, prior to commencement of same.
FOUNDATION shall keep on the Premises, or such
Dade County, Florida, as approved by the City, true, accurate, and
of all receipts and expenses for any and all uses, servi@s,
and/or revenue generating activities/operations being conducted and/or
transacted upon or from Premises pursuant to this Agreement and shall give the City, or its
access during reasonable business hours to examine and audit such
the term of this Agreement, no later than one hundred and
the closing of FOUNDATTON's fiscal year (October 1't - September
s fiscal year), FOUNDATION shal! provide the City Manager or his
report of all activities and/or operations conducted pursuant to this
, along with audited financialstatements. Said statements shallbe
and complete by FOUNDATION and by its certified public accountant.
theterm of thisAgreement, FOUNDATION shallprepareand present, on
fiscal year (October 1 - September 30h), a proposed, detailed line item
12
Page 2649 of 3438
30
July 18,2017
annual operating budget
his designee. Said
end balance sheet;
the budget shallalso
8.2.
be the Adaptive
then-known (planned)
SECTION 9.
9.1
and every partthereol
doors and windows,
expressly provided in
not be responsible to
infrastructure that may
b.
c.
d.
e,
f.
the Adaptive Recreation Center, for review by the City Manager and/or
shall include a projected income and expense statement; projected year
of projected income sources; and application of funds. Additionally,
but not be limited to, the following detailed projections:
revenues by categories from all revenue sources and revenue
activities derived from or upon the Premises;
expenses of the Adaptive Recreation Center/Premises;
, labor and general expenses;
, advertising and promotion expenses;
repairs and maintenance costs (to the extent such repairs and
are the responsibility of FOUNDATION, as provided herein);
ition to subsection (f) above, identify forthe Ci$, such long term capital
and maintenanoe of facility infrastructure (which the City is
for, as provided herein); in conjunction with this subsection (f)
TION agrees to allow the City and/or its designee access to the
as the City may deem necessary for the purpose of the City
ing its own facility assessment methodology (as is used bythe City in
the condition of other Cityowned structures).
Accompanying FOUNDATION's proposed annual budget shall
Genter programmatic plan for the upcoming fiscalyear, detailing the
activities, events, and operations, and the number of users anticipated.
FOUNDATION agrees to maintain the Premises,
condition during theterm of theAgreement, including the plumbing,
wil! not suffer or permit any strip or waste of the Premises. Except as
Agreement, it is understood bythe parties hereto that FOUNDATION shall
for any costs related to capital repairs or other improvements or
required afterthe Possession Date (i.e. including, but not limited to, roof,
13
Page 2650 of 3438
31
July 18, 2017
structural elements and i
capital improvements)
construction-related
sentence, FOUNDA
infrastructure repairs
thereafterto commence
9.2
satisfaction of the City,
equipment thereon
above), in good, clean,
for day to day
Premises, and all
limitation, daily removal
Premises, including all
FOUNDATION shall
expense, throughout
service company
maintenance and repair
Notwithstanding
and repairof the
and City laws, codes,
additions, or
to the City, forthe prior
improvements, or
approved, shallbe
HVAC, plumbing and sewerlines, majorelectrical, and similar
the Premises, or repairs, if any, that may be required to correct any
performed by any City contractors. Notwithstanding the preceding
shall provide the City with prompt notice of needed capita! and/or
are deemed to be required, and the City shall have a reasonable time
id repairs, at City's cost and expense..
FOUNDATION shall, at its sole cost and expense, to the
maintain, and repairthe Premises, and all improvements, fi(ures, and
forthose items the City is responsible for as setforth in subsection 9.1
sanitary order. FOUNDATION assumes sole responsibility and expense
janitorial services, and routine maintenance of the interior of the
fixtures, and equipment thereon. This shall include, without
of litter, garbage and debris generated by FOUNDATION's use of the
disposal generated by its operations and activities. At Citt's option,
required to obtain, and continuously maintain in good standing, at its
Term, a maintenance and repair contract, approved by the City, with a
approved in writing by the City, providing for the preventative
all air conditioning units servicing the Premises.
City and FOUNDATION's respective roleswith regard to maintenance
FOUNDATION shall comply with any and all State, Miami-Dade County,
and regulations, etc. with regard to its respective obligations.
9.3 ln the that FOUNDATION desires or deems it appropriate to make alterations,
to the Premises after the Possession Date, it will submit plans for same
approval of the City Manager or his designee. No such alterations,
shall be made without the express written approval of the City and, if
FOUNDATION's sole cost and expense, and shallbecomethe property
14
Page 2651 of3438
32
of the Ci$ upon
permitthe creation of
alterations,
9.4
with the approved uses
are lost, stolen, or
sole cost and expense
9.5
and shall be solely
Premises. There shall
Premises. FOUNDA
furnishings thereon.
damaged materials,
damaged personal
and/or other third
SECTION 10.
scheduled in and
previous month. Any
July 18,2017 DRAFT
of this Agreement. FOUNDATION shatl not have the right to create or
attaching to the City's interest in the Premises as a resultof anysuch
or additions.
FOUNDATION must provide and
maintain, at its sole cost
as reasonably required,
expense, alllabor, personnel, materials, equipment, and fumishings,
operate the Premises as an adaptive recreation center, in accordance
forth herein. ln the event any materials, equipment, and/orfurnishings
they shall be promptly replaced or repaired (funding permitted) atthe
the FOUNDATION.
ion. FOUNDATION shall have a neat and orderly operation at all times
for the necessary housekeeping services to properly maintain the
no living quarters nor shall anyone be permitted to live within the
shatl make the Premises available for inspection during hours of operation
by the City Manager or authorized representative.
9.6 Securitv.TION shall be responsible for and provide reasonable security
measureswhich maybe to protectthe Premises and any of the materials, equipment, and
no circumstances shal! the City be responsible for any stolen or
and fumishings, nor shall the City be responsible for any stolen or
of FOUNDATION's employees, contractors, patrons, guests, invitees,
10.1 FOUNDA shall provide an annual written report of the activities and events
to the Premises and, with each such report, shall report on the activities
which actually occuned the number of persons participating in those activities during the
activity(ies) conducted upon orfrom the Premises must be
15
Page 2652 of 3438
33
July 18, 2017
in accordance with
Ci$ in accordance
conducted upon orfrom
management, operation,
tothe Premises exceed
agree that such excess,
the City, if any, and
FOUNDATION. For
grantfunding, and
ear-marked toward the
the net earnings
benefit of any private
and finalauthority in
operation and
operated and utilized in
10.2
used for programming
BeachViewPark.
thereof, subjectto
limited to, recreational
sponsored special
payment of any rental or
with such uses
make the Premises
FOUNDATION and the
provided in Section 7 of this Agreement (or, othennrise approved by the
. Att revenues received by FoUNDATION in connection with uses
Premises shall be dedicated exclusively to help fund FOUNDATION's
maintenance of the Premises. ln the eventthat revenue(s) pertaining
during an annualaccounting period, the City and FOUNDATION
any, shalt first be applied to offset any contributions previously made by
then be applied by FOUNDATION to support the programming of
herein, "revenues'shall also be deemed to include public/private
donations and contributions received by FOUNDATION specifically
, management and programming of the Premises. No portion of
fiom the activities of FOUNDATION at the Premises shall inure to the
Notwithstanding foregoing, the City Manager or his designee, shall have the absolute
FOUNDATION's activities with regard to this Agreement and its
of the Premises, such that the City is assurcd that the Premises is being
with the terms of this Agreement.
. FOUNDATION and the City have agreed thatthe Premises may be
with the primary uses, and serve as an adjunct to the adjacent
with this, the City shall have the rightto use the Premises, or any part
, forthe benefrtof the communi$ forsuch purposes including, but not
sponsored by the City, public meetings, training classes, City
and other public purposes as deemed necessary by the City, withoutthe
fee, except that direct out-of-pocket expenses incurred in connection
reasonable expenses incuned by FOUNDATION in order to open and
in connection with a City use thereof) shall be paid by the City.
agree to develop mutually acceptable guidelines and regulations to
16
Page 2653 of 3438
34
July 18, 2017
permit City and
SECTION 11.
11.1 This
agreement that FOUN
the Adaptive Recreation
11.2 ln
Adaptive Recreation
forthis Agreement,
grantfunding and
improvements as may
continued operation
uses contemplated in
approved uses shatl,
FOUNDATION's sole
FOUNDATION willuse
programming of the
continuing basis.
Similarly,
FOUNDATION's
specifically, to obtain
Recreation Center, and
highest levels of
effortswith respectto
only to fund the design
continued management
use of the Premises, in accordance with the terms herein.
is made with the express consideration, understanding and
,TION will contribute the funds required to design, construct and operate
on the Premises.
to the Foundation's contribution for the design and construction of the
, throughout the Term of this Agreernent, and as further consideration
TION shall atso use its best efforts to continue to obtain public/private
contributions, not only for such other capital renovations and
mutually agreed to by the Parties hereto but, more importantly, for the
support of the Adaptive Recreation Center (and to sustain the approved
Agreement). FOUNDATION hereby wanants and represents that such
the Term of this Agreement, be funded and operated, at
and expense. lt is the intent of the City and FOUNDATION that
efforts to increase its funding forthe maintenanoe, operation and
and toward sustaining and increasing the approved uses, on a
the and FOUNDATION herein agree that a vital component of
statement, with respect to this Agreement, is to use its best efforts:
funding contributions to construct and operate the Adaptive
continue to operate and manage the Premises in accordance with the
Accordingly, FOUNDATION herein represents that it shall use its best
a coherent and consistent grants writing and submittal effort, not
construction of the Adaptive Recreation Center, but to fund the
operation of the Adaptive Recreation Center and the Premises.
17
Page 2654 of 3438
35
July 18, 2017
obligated to
operation and
Agreement.
SECTION I2.
approval of the City
City. Any assignment
made with the
Agreement, remain a
for-profrt corporation, or
determines that the
shall be subject to
SECTION 13.
approved uses
such use shall not be
sEcTtoN t4.
FOUNDATION
conduct of its operation
the responsibility of
FOUNDATION shall
Premises and its
lawsof theCity;
hereafter to be adopted.
18
Page 2655 of 3438
FOUNDATION acknowledges and understands that the City shall in no way be
and/or othenrise contribute any funds for FOUNDATION's day-today
of the Premises, except as may be otherwise set forth in this
FOUNDATION not assign this Agreement, or any part thereof, without the prior written
ion, which approval shall be given, if at all, at the sole discretion of the
in violation of this Section 12 shal! be nulland void. ThisAgreement is
that FOUNDATION shall at all times, throughout the term of this
corporation. ln the eventthat FOUNDATION ceasesto be a not-
City, through the City Manager, in his sole discretion and judgment,
is not being used forthe stated purposes in Section 4, thisAgreement
upon thifi (30) days written notice by the Ci$ to FOUNDATION.
The Adaptive Center and Premises shall exist for the use of the public, for the
with Section 4 and the terms of this Agreement, and the public's right to
upon by any act of the FOUNDATION or any third-party.
to obtain and pay for all permits and licenses necessary for the
activities on the Premises and agrees to complywith all laws goveming
employer with respect to persons employed by FOUNDATION.
be solely responsible for payment of any and all taxes levied on the
ln addition, FOUNDATION shallcomptywith all rules, regulationsand
County; the State of Florida; and the U.S. Govemment, now in force or
36
July 18, 2017
sEcTroN 15.
15.1
licenses or permits for
Agreement and shall
Premises (including,
trash collection, and
15.2
delinquency alltaxes
Premises by reason
FOUNDATION upon or
uses of the Premises
public purposes and,
Appraiser.ll however,
be responsible for
sEcTtoN 16.
approaches to the
signage containing
all applicable planning
temporary banners
provided, however, that
shall be subjectto
FOUNDATION shalt pay any fees imposed by law for
uses or activities of FOUNDATION upon the Premises or under this
to the City, before delinquency any and all charges for utilities at or on the
limited to, water, electricity, gas, heating, @oling, sewer and telephone'
expenses associated with the operation of the Premises).
FOUNDATION agrees to and shall pay before
assessments of any kind assessed or levied upon FOUNDATION or the
this Agreement or by reason of the business or other activities of
connection with the Premises. The Parties agree that the operation and
those operations and uses convenient and necessary therefore, are for
no ad valorem taxes should be assessed by the Dade County Tax
taxes are assessed by said Property Tax Appraiser, FOU NDATION shall
of same.
FOUNDATION provide, at its sole cost and expense,required signs at all public
reasonable discretion, saidas determined by FOUNDATION in its
the following language:
OPERA-BY SABRTNA COHEN FOUNDATION, !NC.
Alladvertising,and postings shall be approved by the City and shall be subjectto
zoning requirements of the City.
The Foundation have the right to erect interior signage, including, without limitation,
signage is subjectto City Manage/s approval) and exteriorsignage;
names affixed thereon (including, without limitation, any sponsor names)
as required by the Citt's Naming Ordinance, as codified in Chapter 82,
19
Page 2656 of 3438
37
July ,l8,2017
ArticleVl, Sections 82
ln no event
the following types of
sEcTtoN 17.
'17.1. The
or suspended at any
performance by acts
rebellion, strikes,
FOUNDATION's or
17.2.
untenantable, in whole
discretion: (i) elect, as
property; or (ii) elect not
further that FOUNDA
FOUNDATION's repair
of the date of said
the event the (a) City
notice to the City within
repair the damage with
notice, FOUNDATION
funds immediately
acting in its reasonable
unless othenadse
demonstrated that it has
procedures, contrac'tors,
to the repair, then and in
through 82-505 of the city code, as may be amended ftom time to time.
interior or exterior signage include the names of any company selling
guns, tobacco, alcohol, gambling, and medical mar'ljuana.
of any act by FOUNDATION or the City hereunder may be delayed
while, but only so tong as, either Party is hindered in or prevented from
God ( inctuding, without limitation, hunicanes), the elements of war,
fire, explosion or any other casualty or occurrence not due to
negligence and beyond the reasonable control of the Parties.
!n the event a Force Majeure renders the Premises
in part, as determined by City, the City may, at its sole option and
as practicable, to utilize the insurance proceeds to repairthe damaged
repair or restore the damaged property and, in such event (and provided
does not elect, andlor does not comply with the procedures for
the Premises using its own funds), thisAgreement shall beterminated as
of damage or casualty. Nofutthstanding the preceding sentence, in
not to restore or repair the damage: (b) FOUNDATION gives written
(60) days of the casualty that FOUNDATION is willing to undertake the
own or other available funds; (c) within twelve (12) months following such
to the Ci$'s sole satisfaction and discretion, that it has adequate
to undertake the repair; and (d) the City and FOUNDATION, each
agree within a reasonable time (but not to exceed six (6) months
in writing by Crty Manager) after the City deems that FOUNDATION has
funds to undertake the repair, to the conditions, timing, plans,
disbursement mechanisms and other matters with respect
event, FOUNDATTON shalt be entitled to effect the repair with its own
20
Page 2657 of 3438
38
July 18,2017 DRAFT
funds; provided that
than eighteen (18)
capability.
sEcTtoN 18.
notice by authorized
municipal officer or
Premises. FOUNDA
such inspectors on the
this Agreement.
The City or its
to examine the condition
the condition of the
shall be exercised in
FOUNDATION's activiti
by other casualty that
upon the Premises to
emergency repairs,
obligation to keep the
terms hereof, FOUNDA
FOUNDATION of Citt's
SEGTION 19.
reasons of any
agency or offtcial as a
reserved to the City
21
Page 2658 of 3438
TION must complete any and all repairs and/or restoration no later
from the date of the City's approval of FOUNDATION's funding
FOUNDATION that the Premises may be inspected at any time upon reasonable
of the City, or by any other State, County, Federal and/or
having responsibilities for inspections of such operations and/or
ag rees to un dertake i m med iately the conection of any defi ciency cited by
which is properlythe responsibility of FOUNDATION pursuantto
shall have the right to enter upon the Premises at all reasonable times
use thereof: (including, without limitation, forthe purpose of assessing
, as also referenced in subsec{ion E.1(g), provided, only, that such right
manner so as not to interfere with FOUNDATION in the conduct of
on the Premises; and if the Premises are damaged by fire, windstorm or
the Premises to be exposed to the elements, then the City may enter
emergency repairs; but if the City exercises its option to make
act or acts shall not be deemed to excuse FOUNDATION from his
ises in repair. lf City makes any emergency repairs pursuant to the
shall reimburse the City for all such repairs upon receipt by
of repairs made and statement and proof of costs incurred.
FOUNDATION waives al! claims for compensation for loss or damage sustained by
with its operation and management of the Premises by any public
of their enforcement of any laws or ordinances or of any of the rights
Any such interference shall not relieve FOUNDATION from any
39
July 18,2017
obligation hereunder.
sEcTtoN 20.
of insurance coverage
The policies of
coverage except upon
written approval of City.
such policy, which shall
obtained from
!nsurance Guide (latest
or substitute company
22
Page 2659 of 3438
FOUNDATION maintiain, at FOUNDATION's sole cost and expense, thefollowing types
alltimes throughout the term of this Agreement:
liability insurance with not less than the followinga.
aggregate $2,000,000
andadvertising(injury) $1,000,000
(Per occurrence)$1,000,000
$ 100,000
$ 5,000
damage
Expense
rkers Compensation lnsurance shal! be required under
Laws of the State of Florida.
lnsurance shall be provided covering allowned,
, and hired vehicles and non-ownership liabilityfor not
than the following limits (only if FOUNDATION provides
services):
lnjury
lnjury
$1,000,000 per person
$1,000,000 per accident
$ 500,000 per accidentDamage
lnsurance (fire, windstorm, other perils) shall be the
of the City.
referred to above shall not be subjectto cancellation or changing
least thirty (30) days written notice to City and then subject to the prior
TION shall provide City with a Certificate of lnsurance for each
the City as an additional named insured. Allsuch policies shall be
authorized to do business in the State of Florida with an A.M. Besfs
rating acceptable to the City's Risk Manager, and any replacement
also be subject to the approval of the City's Risk Manager. Should
40
July 18,2017
FOUNDATION failto
required amounts, the
expended by City in
sEcTtoN 21.
21.1
servants and
or nature arising out of
employees in
Agreement.
21.2 ln
agents, servants and
kind or nature arising
and forwhich the City,
shall not apply,
City, its agents,
21.3
preclude subrogation
employees and agents.
Agreement.
SECTION 22.
or supervision, cause to
event any lien is filed,
days therefrom, and in
automatically terminate
23
Page 2660 of 3438
maintain or renew the policies of insurance referred to above, in the
may, at its sole discretion, obtain such insurance, and any sums
said insurance, shall be repaid by FOUNDATION to City.
shall indemniff, hold harmless and defend the City' its agents,
from and against any claim, demand or cause of action of whatsoever kind
, omission, or negligent act of FOUNDATION, its agents, seruants or
with the performance of the Foundation's obligations under this
FOUNDATION shall indemniff, hold harmless and defend the City' its
from and against any claim, demand or cause of action of whatever
any misconduct of FOUNDATION not included in subsection2l .l above
agents, servants or employees are alleged to be liable. This subsection
to any such liability as may be the result of the willful misconduct of the
or employees.
The terms of insurance policies refened to in Section 20 shall
against FOUNDATION, the City and their respective officers,
21.4 The of this Sec,tion 21 shallsurvive thetermination and/orexpiration of this
FOUNDATION that it will not suffer, or through its actions or anyone under its control
filed upon the Premises any lien or encumbrance of any kind. ln the
DATION agrees to cause such lien to be discharged within ten (10)
with the applicable law. lf this is not accomplished, the City may
Agreement, without further notice to FOUNDATION.
41
July 18,2017
SECTION 23.
shall be necessary for
FOUNDATION's
background checks for
the City for evaluating
agents, independent
purpose(s) shallnot be
the City, and shall not
the City or any rights
shall not be deemed
City. Additionally,
volunteers, and/or
the purpose set forth
turpitude orfelony.
thisAgreement.
Premises at alltimes.
FOUNDATION shall
23.2
23.1 The City FOUNDATION recognize that in the performance of this Agreement, it
TION to retain qualified individuals to effectuate and optimize
and operation of the Premises. Foundation shall conduct
employees working at the Premises, consistent with the criteria utilized by
for employment. Any such individuals, whether employees,
volunteers, and/or other, retained by FOUNDATION for such
to be agents, employees, partners, joint venturers or associates of
any rights or benefits under the civil service or pension ordinances of
afforded classified orunclassified employees of the City;furtherthey
to the Florida Worke/s Compensation benefits as employees of the
TION, and/or any employees, agents, independent contractors,
acting underthe authority and/orwith the permission of FOUNDATION for
shall never have been convicted of any offense involving moral
to complywith this provision shall constitute causeforthetermination of
TION shalt have an experienced manager or managers overseeing the
criminalactivi$ on the Premises caused by or knowingly permitted by
in automatic termination of this Agreement.
Ci$'s contract administrator shall be the City Manager and/or his
FOUNDATION shall name a specific individual to serve as its
administrator.
City's contract administrator shall have the authorityto give all approvals
the Ci$ while administering this Agreement, with the exception of items
would require City Commission approval. The City's contract
Shall be the liaison between the City and FOUNDATION on all
matters relating to this Agreement.
Shall be responsible for ensuring that any information supplied by
24
Page 2661 of3438
42
July 18,2017 DRAFT
SECTION 24.
whatsoever, the
violation of any Federal,
governmentalrule or
not use the Premises
licensing requirements
and activities conducted
permit operation of any
Except as may result
Premises to become
prevent fire on the
equipment at alltimes.
sEcTtoN 25.
lamps, turpentine,
25
Page 2662 of 3438
FOUNDATTON is property dishibuted to the appropriate City
departments.
Shal! be responsible for contract compliance by FOUNDATION
(including, without limitation, FOUNDATION's activities,
programming, operations, management, and maintenance of the
Premises).
TION shall name an individua! who shall serve as the general
of the Premises and who:
Shalt be the liaison between the City and FOUNDATION on all
matters relating to this Agreement.
Shall be responsible forthe day-to{ay managementand supervision
of the Premises.
Shall be responsible for providing supervision and direction to the
Premises' em ployees, agents, contractors, and/or volunteers.
FOUNDATION not use, nor suffer or permit any person to use in any manner
for any improper, immoral or offensive purpose, or for any purpose in
, County, or municipal ordinance, rule, order or regulation, or of any
now in effect or hereafter enacted or adopted. FOUNDATION shall
any unlawful purpose and shall comply with all laws, permitting, and
in force or hereafter adopted, applicable to the Premises or the uses
the Premises. FOUNDATION agrees notto usethe Premisesfor, orto
or dangerous activity, nuisance or anything against public policy.
acts of force majeure, FOUNDATION agrees that it wil! not allow the
or vacant. FOUNDATION shalltake appropriate precautions to
maintaining existing fire detection devices and extinguishing
FOUNDATION not to use or permit in the Premises the storage of illuminating oils, oil
benzine, naphtha, or other similar substances, or explosives or any
43
July 18,2017 DRAFT
kind, or any substance or
State of Florida.
SEGTION 26.
It is expressly
employees, offi@rs, and
own benefit; and that
volunteers and/or
event whatsoever in
performance of their
sEcTtoN 27.
lf either Party
Agreement, and such
defaulting Party shall
vacate or re-enter the
also pursue any and all
termination rights
theCityftom exercising
in other sections hereto.
sEcTroN 28.
termination thereof,
togetherwith any and all
maintenance,
appliances or other
Premises, free of all
together with all structural
26
Page 2663 of 3438
28.1 FOUNDA
prohibited in the standard policies of fire insurance companies in the
and agreed by and between the parties hereto that all individuals,
of the City are acting in a representative capacity and notfortheir
FOUNDATION, nor any of its employees, agents, contractors,
shal! have any claim against them or any of them as individuals in any
with any acts or duties which are reasonably related to the
to perform in accordance with any of the terms and conditions of this
is not cured within thirty (30) days afterwritten notice is given, the non-
the right to terminate this Agreement and, as the case may be, either
without further notice or demand. At its option, either Party may
remedies available to seek redress for such default. The default and
the parties in this Section 27, shall in no way limit or othenrise preclude
other rights to terminate this Agreement, as may be expressly provided
shall, on or before the last day of the term herein, or the sooner
and quietly leave, sunender and yield unto the City, the Premises,
located at or on the Premises and used by FOUNDATION in the
or operation of the Premises, excluding any equipment, fumishings,
property which can be removed without material injury to the
claims and encumbrances and rights of others, and broom-clean,
, alterations, additions, and improvementswhich mayhave been
44
July 18, 2017
made upon the
subject, however, to the
the provisions of this
termination of this
abandoned by FOUN
removed and disposed
may see fit. lf the
subsection, FOUNDA
reason thereot and
any), so far as such
as and when herein
express orimplied)
this Agreement.
SECTION 29.
29.1. The F
convenience at any time
design of the Adaptive
29.2. The F
convenience without
Foundation are unable to
construction of the
scope reductions, if either
available funds.
29.3. The
if, as part of the design
27
Page 2664 of 3438
in good order, condition and repair, reasonable wear and tear excepted,
provisions of this subsection. Any property which pursuant to
is removable by FOUNDATION on or at the Premises upon the
and is not so removed may, at the option of the City, be deemed
, and either may be retained by the City as its property, or may be
by City, at the sole cost of the FOUNDATION, in such manner as the City
are not sunendered at the end of the term as provided in this
shall make good to the Ci$ all damages which the City shall suffer by
indemnify, the City against allclaims made by a succeeding occupant (if
is occasioned by the failure of FOUNDATION to sunender the Premises
28.2 FOUNDA ON covenants and agrees that it will not enter into agreements (whether
to the Premises for a period of time beyond the stated expiration date of
and the C ity shall each have the right to terminate this Ag reement for
to City's execution of the agreementwtth the architect/engineerforthe
ion Center, with each Pafi to bear their own costs and fees.
and the City shall each have the right to terminate this Agreement for
or liability if, pursuant to Section 5 of this Agreement, the City and
on the budget of the Project Costsforthe development, design and
Recreation Center, or identify additionalfunds or agree upon project
both are needed in the event that the anticipated Project Costs exceed
shall have the right to terminate this Agreement for its convenience
for the Adaptive Recreation Center, changes to the plans and
45
July 18,2017 DRAFT
specifications are
changes render the
29.4. lf the
(3) years following the
29.5. ln the
that it can no longer
and uses herein, then
orderto allow FOUNDA
Agreement for its
29.6. Any
to the other Party. ln the
Section 29 or any
obligation to the other
SECTION 30.
registered or certified ma
All notices from
certified mailto City at
with copies to:
by the applicable city boards or agencies having jurisdiction, and such
Recreation Center economically unfeasible.
has not contributed the total Project Costs to the City within three
.Date, City may terminate this Agreement for its convenience.
that FOUNDATION loses its funding at anytime during the Term, such
and operate the Premises in accordance with the goals and priorities
Ci$ may, at its discretion: (i) supplement any lack or loss of funds in
to continue to manage and operate the Center: or (ii) terminate this
for convenience shall be efrective upon thirty (30) days written notice
of a termination for convenience of this Agreement pursuant to this
thereof, neither Pafi shall have any liability or owe any further
All notices from City to FOUNDATION shall be deemed duly served if mailed by
to FOUNDATION at the following address:
Cohen Foundation, !nc.
1800 Sunset Harbour Drive #2406
Beach, Florida 33139
to the City shall be deemed duly serued if mailed by registered or
following address:
of Miami Beach
Manager
Convention Center Drive
iBeach, Florida 33139
of Miami Beach
lion: Asset Manager
Convention Center Drive, 3d Ftoor
Beach, Florida 33139
28
Page 2665 of 3438
46
July {8, 20{7 DRAFT
FOUNDATION and the
other Pafiwriften
SECTION 31.
national origin, physical
Agreement; and further,
operation of the
public; subject to the
regulations to provide for
sEcroN 32.
32.1. This
the State of Florida, both
The exclusive venue for
Florida, if in state court,
BY ENTERING INTO
RIGHTS EITHER
RELATED TO, OR ARI
32.2. lfa
the dispute cannot be
the dispute by
altemative dispute
resorting to litigation or
SECTION 33.
The City desires
its liability for any cause
may change the above mailing addressed at any time upon giving the
All notice underthis Agreement must be in writing.
FOUNDATION that there shall be no discrimination as to race, sex, color, creed,
or sexual orientation in the operations referred to by this
shall be no discrimination regarding any use, service, maintenanceor
All facilities located on the Premises shall be made available to the
of FOUNDATION to establish and enforce reasonable rules and
safety, orderly operation and security of the facilities.
shall be governed by, and construed ln accordancewith, the laws of
and remedial, without regard to principles of conflict of !aws.
litigation arising out of this Agreement shall be Miami-Dade County,
the U.S. District Court, Southem District of Florida, if in federal court.
AGREEMENT, CITY AND FOUNDATION EXPRESSLY WAIVE ANY
MAY HAVE TO A TRTAL BY JURY OF ANY CIVIL LITIGATION
OUT OF, THIS AGREEMENT.
arises out ol or related to, this Agreement, or the breach thereof, and if
through negotiation, the parties agree first to try in good faith to settle
administered by the American Arbitration Association, or other similar
organization, person or source agreeable to the parties, before
dispute resolution procedure.
enter into this Agreement only if in so doing the City can place a limit on
action for money damages due to an alleged breach by the City of this
29
Page 2666 of 3438
47
July 18,2017
Agreement, so that its
hereby expresses his
Gity for any damage
less the amount of all
hereby agrees that the
of $10,000, which
pursuant to this
performance or
Nothing contained in
waiver of the limitation
SECTION 34.
34.1
omissions in connection
affect the authority of
34.2
of the promises,
FOUNDATION
commitments bythe
under separate grant
understandings,
betweenthem other
expressly contained in
herewith by the parties
34.3
Agreement shall be
Accordingly, and
for any such breach never exceeds the sum of $10,000. Contractor
to enter into this Agreement with Contractofs recovery from the
for breach of contract to be limited to a maximum amount of $10,000,
actually paid by the City to Contractor pursuant to this Agreement.
any otherterm or condition of this Agreement, Contractor
shall not be liable to the Contractor for damages in an amount in excess
shall be reduced by the amount actually paid by the City to Contractor
for any action or claim for breach of contract arising out of the
of any obligations imposed upon the City by this Agreement.
paragraph or elsewhere in this Agreement is in any way intended to be a
upon the City's liabitity as setforth in Section 768.28, Florida Statutes.
Nothing in this Agreement or in the parties' acts or
shall be deemed in any mannerto waive, impair, limit orothenruise
City in the discharge of its police or govemmental power.
This Agreement, togetherwith the attachments hereto, contains all
conditions, inducements and understandings between City and
the operation and management of the Premises (except for funding
CDBG, and/or FEMA which may be expressly committed forthe Premises
r), and there are no promises, agreements, conditions,
, wananties or representations, oral or written, express or implied,
as expressly set forth herein and in such attachments thereto or as may be
enforceable wriften agreements or instruments executed simultaneously
No covenant, agreement, term or condition of this
modifted, altered, orwaived except by a written instrument of change,
30
Page 2667 of 3438
48
July 18, 2017 DRAFT
modification, alteration,
shall affect or alterthis
this Agreement shall
subsequent default
34.4
Agreement shall be
this Agreement, or now
othenrise expressly
exercise by a Party of
now or hereafter existing
limited bythe terms of
Party of any or all other
existing at law or in
terms of this Agreement)
34.5
provided inthis
of its obligations
34.6
requirements of, this
times within which
Recreation Center.
u.7
as to the condition of the
34.8
it is an independent
pursuant to this
waiver executed by City and FOUNDATION. No waiver of any default
but each and every covenant, agreement, term and condition of
in full force and effect with respect to any other then existing or
.-Each right and remedy of either Par$ provided for in this
and shall be in addition to every other right or remedy provided for in
hereafter existing at law or in equity or by statute or otherwise (except as
by the terms of this Agreement), and the exercise or beginning of the
one or more of the rights or remedies provided for in this Agreement, or
law or in equity or by statute or otherwise (except as otherwise expressly
shal! not preclude the simultaneous or later exercise by such
or remedies provided for in this Agreement or now or hereafter
or by statute or othenryise (except as othenrise expressly limited by the
Unless otherwise expressly
when either Party exercises any of its tights, or renders or performs any
, such Party shall do so at its sole cost and expense.
Time is of the essence with respect to all matters in, and
as to both City and FOUNDATION including, but not limited to, the
TION must commence and complete construction of the Adaptive
City and FOUNDATION have made no representations herein
FOUNDATION acknowledges, represents and confirms that
in the performance of all activities, functions, duties and obligations
31
Page 2668 of 3438
49
July 18,2017 DRAFT
The parties
partnership, joint
for the purpose of
notwithstanding any
construed or deemed to
tenancy-in-common,
dratsoever between the
and/or expiration of this
34.9
structure, equipment or
agreement and not a
Premises shall continue
agreements, stipulations
34.10
upon any person, other
rights or remedies under
acknowtedge that it is not their intention to create between themselves a
tenancy-in-common, joint tenancy, co-ownership or agency relationship
Agreement, or for any other purpose whatsoever. Accordingly'
or provisions contained herein, nothing in this Agreement, shall be
, or to express an intent to create, a partnership, ioint venture,
tenancy, co-ownership, or agency relationship of any kind or nature
ies hereto. The provisions of this Sedion 34.8 shallsurvive termination
is expressly understood and agreed that no part, parcel, building,
is leased to FOUNDATION; that this Agreement is a management
; and that FOUNDATION's right to operate, manage, and coordinate the
so long as FOUNDATION complieswiththe undertakings, provisions,
conditions of thls Agreement.
Nothing in this Agreement, express or implied, shall confer
the Parties hereto and their respective su@essorc and assigns, any
by reason of this Agreement.
32
Page 2669 of 3438
50
July 18,2017 DRAFT
tN WITNESS WHEREOF. the parties hereto have caused their names to be signed and their
seals to be affixed; all as of this day and year first written above.
Attest:CITY OF MIAMI BEACH
Cig Clerk Philip Levine, Mayor
STATE OF FLORIDA
COUNTY OF MIAMI.DADE
The foregoing instrument was acknowledged before me this day of
.l 2017 , by Mayor Philip Levine and Rafael Granado, City Clerk, ortheirdesignees
respectivetyrcn behalf of the CITY OF MIAMI BEACH, known to me to be the persons described in
and who executed the foregoing instrument, and acknowledged to and before me that they executed
said instrument for the purposes therein expressed.
WITNESS my hand and officialseal, this day of 2017.
Notary Public, State of Florida at Large
Commission No.:
My Commission Expires:
33
Page 2670 of 3438
SS:
51
,ffii$$#:Ht
"' " " !L;:--i'-'--ff ,':i6l-r, ,
Page 2671 of 3438
52
July 18,2017 DRAFT
SABRINA COHEN FOUNDATION, lNC.
President
STATE OF FLORIDA
COUNTY OF
The foregoing nstrument was acknowledged before me this day of
, by , on behalf of the Sabrina Cohen
Foundation, lnc., known meto be ine persons described in and who executed the foregoing
instrument, and
purposes therein
to and before me that they executed said instrument for the
WTNESS my and officialsea!, this daY of 2017.
Notary Public, State of Florida at Large
Commission No.:
My Commission Expires:
)
) SS:
)
Page 2672 of 3438
53
July 18,2017 DRAFT
EXHIBIT A
P72 SURFACE PARKING LOT
pfgg zozs or 3438
54
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\ i I t! t',t: l:\/a' l))arl ttlt) lln)tlt)t)
SABRINA COHEN. Founder / President
Sabrina is the voice and face of the Foundation. A C5 quadriplegic, as the result of a spinal
cord injury from a car accident in 1992, she has been a health advocate for research and
rehabilitation since her injury. Sabrina established the Sabrina Cohen Foundation in 2006 to
raise funds for research and quality of life fitness initiatives for the disabled community. Sabrina
continuously travels tirelessly and extensively - from schools and universities to scientific
conferences - to be a spokesperson for this cause.
JASPER NELISSEN. Director
VP/General Manager Conill Miami at Saatchi & Saatchi Worldwide, Jasper has brought a
distinctive flair to the agency while expanding the office's client businesses and staff levels. As
Saatchi & Saatchi's Director of Global Reinvention from 2006-10, Jasper was involved with
developing work process, company strategy and transformation programs. He has trained
employees in Europe, Asia and the U.S., and managed organizational change in a number of
key markets, including Germany and the Netherlands. Jasper was previously an Account
Director at Saatchi & Saatchi, where he led efforts on European and global accounts.
CHARLOTTE LIBOV. Communications Director
Medical writer/ author at Newsmax Health. Charlotte Libov has written about medical and
health care topics for more than 15 years. Since becoming a health book author in 1993, she
has written or co-written five books, including The Woman's Heaft Book, which was adapted by
PBS for a documentary, and received a book award from the American Medical Writers
Association. Before becoming a medical author and freelancer, she was a New York Times
contributor and has written health articles for Ladies'Home Journal, Neurology Nor,y, and
Arthritis Today. She is also a professional speaker on women's health issues and has
appeared on radio and television health shows. Libov has a bachelor's degree with honors
from the University of Connecticut and a master's degree in mental health counseling from the
University of Oregon.
ANGEL PARDO. Director
Angel Pardo is the President of Doctors Medical Rentals, DMR Corporation, an Assistive
Technology provider specializing in meeting the needs of clients ranging from Neo-Natal to
Bariatric, with experience caring for those with ALS, Cerebral Palsy, Muscular Dystrophy and
Spinal Cord lnjury. DMR's state-ofthe-art facility is located in South Florida, with an evaluation
area and full diagnostic capabilities for repair with a large inventory of parts - all of which is fully
accessible. DMR has been a proud sponsor of the Sabrina Cohen Foundation since its
inception.
ARYAN RASHED. Director
With a strong passion for the fitness and wellness industry, Aryan is the co owner of JetSet
Pilates also known as JetSet Miami. Aryan's clients range from beginners to professional
athletes and celebrities. JetSet fuses principles of Pilates, balance, flexibility, strength, core,
circuit, and strength training. Aryan created her own JetSet adaptive fitness program currently
Page 2675 of 3438
56
.t'-\ r.,.: r r,., :
:, _ ,..1', 1 L,> /. ..r ': r'r, '.),
taught at Jackson Memorial Hospital and the Miami VA and is looking forurvard to working with
Sabrina Cohen Foundation to continue to implement training for paralysis community and
beyond. Aryan is also an attorney, barred in Florida and Washington DC, received her
Master's from Stanford University, earned her BA from UC Berkeley, worked at the Women and
Public Policy Program at Harvard University, has been a featured expert on various fitness and
wellness forums, and currently serves as an ambassador for Lululemon South Miami.
BERNIE SIEGEL, Director
Bernard Siegel, J.D., is the founder and Executive Director of Genetics Policy lnstitute (GPl), a
nonprofit organization with offices in Palm Beach, Florida; Silicon Valley, California and
Washington, D.C. He founded and co-chairs the annual World Stem Cell Summit, founded and
serves editor-in-chief of the peer-reviewed World Stem Cell Report and is the editor of the 360
Stem Cell & Regenerative Medicine weekly newsletter. He founded and is the spokesperson
for the Stem Cell Action Coalition, a 100+ member international alliance of nonprofits and
research institutions leading the global "Pro-Cures Movement."
Dr. John Chae, M.D,
ClevelandFES Cenier
Professor and Director of Research, Physical Medicine and Rehabilitation
Director, Stroke Rehabilitation
Dr. Joshua Hare, M.D.
University of Miami
Louis Lemberg Professor of Medicine
Director, lnterdisciplinary Stem Cell lnstitute
Dr. Hunter Peckham Ph.D.
Case Wesfern Resele University
Donnell lnstitute, Professor
Director, Functional Electrical Stimulation Center
Dr. Rajiv Ratan, M.D., Ph.D.
Cornell University
Professor of Neurology and Neurobiology
Director, Burke-Cornell Medical Research lnstitute
Page 2676 of 3438
57
SABRINA
SERVING
WTH THE
SHALL BE
WITH A
wlTH THE
AND
FURTHER
BY5/7THS
and Collins Avenue
lot areas east and
facilities (the "Property')
Park and greater
for Beach View Park
existing P 72 Lot area,
Page 2677 of 3438
RESOLUTION NO.
A RESOLUTION
MIAMI BEACH,
THE MAYOR AND GITY COMII'IISSION OF THE CITY OF
FLORIDA, ACCEPTING THE PROPOSAL FROM THE
FOUNDATION, tNC., A FLORIDA NOT-FOR-PROFIT
CORPORATION DATION"), FOR THE FOUNDATION, A PUBLIC
CHARITY, TO
RELATED TO
AND CONTRIBUTE ALL OF THE EXPENSES
CITY'S DESTGN AND CONSTRUCTION OF A CITY.
OWNED PARKS
PORTION OF
DETERMINED
FOUNDATION
RECREATION
AND RECREATION FACILITY, TO BE LOCATED AT A
CITYS "P72'' SURFACE PARKTNG LOT AT 53RD STREET
AND COLLINS E (THE "P72 LOT"), AND WHICH FAClLlft ONCE
COMPLETED,BE USED AS AN ADAPTIVE RECREATION CENTER
WITH PHYSICAL AND COGNITIVE DISABILITIES,
SENIORS, AND INDIVIDUALS WTH TEMPORARY INJURIES,
OF EXPANDING THE CITY'S ACCESSIBLE BEACH
PROGRAMMING FOR THE BENEFIT OF THE GENERAL PUBLIG (THE
.,FACILITY"};DING THAT THE FOOTPRINT FOR THE FACILITY
,TELY, BUT NOT MORE THAN, 5,OOO SQUARE FEET,
HEIGHT OF TWENW FOUR (241 FEET, AND
CONTAINING A HAVING NO MORE THAN IO,OOO SQUARE FEET,
LOCATION FOR THE FACILITY AT THE P72 LOT TO BE
THE ctTY COMMISSION; PROVIDING THAT ALL PI-ANS
FOR THE FACILITY SHALL BE SUBJECT TO
APPROVAL BY THE CITY; AND FURTHER, PROVIDING FOR THE
MANAGE, OPERATE AND MAINTAIN THE ADAPTIVE
oN THE CtTyS BEHALF, FOR A TERM OF NINE (9)
YEARS AND
THE CITY'S
MANAGER (AS
MEMORANDUIII
HUNDRED SIXTY FOUR DAYS, COITIMENCING UPON
PLETION OF THE CONSTRUCTION OF THE FACILITY;
THE WRITTEN RECOMMENDATION OF THE CITY
FURTHER SET FORTH IN THE CITY COMMISSION
AGCOMPANYING THIS RESOLUTION) AND WAIVING,
THE FORMAL COMPETITIVE BIDDING REQUIREMENT,
FINDING SUCH TO BE IN THE BEST INTEREST OF THE C!TY, AND
APPROVING,IN
iiANAGEMENT
THE MAYOR
BSTANTIAL FORM, A FUNDING, COLLABORATION AND
wlTH THE FOUNDATION; AND AUTHORIZING
CITY CLERK TO EXECUTE AN AGREEMENT
SUBSTANTIALL IN THE FORTU ATTACHED TO THE GOMMISSION
iNEMORANDUM ANYING THIS RESOLUTION.
WHEREAS, thE is the owner of certain real property located at and around 53d Street
Collins Avenue), which includes City Fire Station 3, the surface parking
of Fire Station 3 (the 'P72 Lot"), Beach View Park, and associated
and
WHEREAS, iN effort to provide enhanced recreational programming at Beach Mew
to the City's beaches, the City desires to expand the footprint available
without reducing any existing Park greenspace; and
WHEREAS, iN of the foregoing, the City desires to repurpose a portlon of the
provide expanded parks and recreation services to the public, including
58
persons living with
temporary injuries; and
WHEREAS, the
profit corporation of the
Revenue Code, entitled
purposes; and
WHEREAS, the
within the City of Miami
WHEREAS, iN
parks and recreational
necessary funding for
with the intent of
persons living with
temporary injuries (the
WHEREAS, it is
design and construction
purpose of providing the
disabilities, seniors, and
point to the beach and
Mew Park, with a
four (24) feet (for a total
Memorandum
Lot to be determined by
Committee'), the
term sheet presented to
wHEREAS, thein substantial form,
incorporated herein by
accompanying this
and three hundred sixty
the Facility; and
WHEREAS, as
the City Commission's
as set forth herein,
requirements with
years and three
Page 2678 of 3438
and cognitive disabilities, seniors, and able-bodied individuals with
Cohen Foundation, lnc. (the'Foundation") is a Florida not-for-
of Florida, that exists as a 501(c)3 public charity under the lntemal
to soticit and accept donations in the State of Florida for charitable
oundation currently operates a successful adaptive beach day program
with accessible beach programming at or near Allison Park; and
of the limited funding available to the City to support its City-wide
the Foundation desires to collaborate with the City to provide the
design and construction of a City-owned adaptive recreational facility,
an accessible access point to the beach, and beach programming, for
and cognitive disabilities, seniors, and able-bodied individuals with
; and
that the Foundation will raise approximately $4.5 million for the
the Facility; and
WHEREAS, thE would be the owner of the Facility, which will be used for the primary
public and specifically, persons living with physical and cognitive
individuals with temporary injuries, with an accessible access
beach programming; and
WHEREAS, the would be located on a portion of the P72 Lol adjacent to Beach
of approximately 5,000 square feet, and a maximum height of twenty
approximately 10,000 square feet); and
WHEREAS, the map for lhe P72 Lot is attached as Exhibit ?" to the Commission
this Resolution, with the ftnal location of the Facility within the P72
Ci$ Commission as part of the design development process; and
WHEREAS, at April 21 , 2A17 Finance and Citywide Projects Committee ('Finance
ion was directed to continue to develop an agreement, based on the
Finance Committee;
recommends that the Mayor and City Commission approve,
proposed Funding, Collaboration and Management Agreement
and attached as Exhibit uB'to the Commission Memorandum
; with said management agreement having a term of nine (9) years
(364) days, commencing upon the City's completion of construction of
forth in the Commission Memorandum accompanying this Resolution, if
is to proceed with the proposed proiect at the proposed location
City Manager recommends the waiver of the competitive bidding
to the Foundation's management of the Facility, for a term of nine (9)
sixty four (364) days, as being in the best interests of the City, in view of
59
the Foundation's commitment to funding the design and construction costs for the Facility, and its
experience with adaptive beach programming within the City of Miami Beach.
NOW, THEREFORE, BE IT DULY RESOLVED THAT THE MAYOR AND CIry COMMISSION
OF THE CITY OF MIAM! BEACH, FLORIDA, that the Mayor and City Commission, hereby accept
the proposal from the Sabrina Cohen Foundation, lnc., a Florida not-for-profit corporation
("Foundation"), for the Foundation, a public charity, to fund-raise and contribute all of the expenses
related to the City's design and construction of a City-owned parks and recreation facility, to be
located at a portion of the City's "P72" surface parking lot at 53rd Street and Collins Avenue (the
"P72 lot"), and which facility, once completed, will be used as an adaptive recreation center
serving persons with physical and cognitive disabilities, seniors, and able-bodied individuals with
temporary injuries, with the intent of expanding the City's accessible beach programming for the
benefit of the general public (the "Facility"); provide that the footprint for the Facility shall be
approximately, but not more than, 5,000 square feet, with a maximum height of twenty 'four (24)
feet, and containing a building having no more than 10,000 square feet, with the final location for
the Facility at the P72Lot to be determined by the City Commission, provide that all plans and
specifications for the Facility shall be subject to approval by the City, and further, providing for the
Foundation to manage, operate and maintain the adaptive recreation center on the City's behalf,
for a term of nine (9) years and three hundred sixty four days, commencing upon the City's
completion of the construction of the Facility, further accept the written recommendation of the City
Manager (as further set forth in the City Commission memorandum accompanying this Resolution)
and waive, by 5/7ths vote, the formal competitive bidding requirement, finding such waiver to be in
the best interest of the City, and approve, in substantial form, a Funding, Collaboration and
Management Agreement with the Foundation; and authorize the Mayor and City Clerk to execute
an agreement substantially in the form attached to the Commission memorandum accompanying
this Resolution.
PASSED and ADOPTED this day of
ATTEST:
RAFAEL E. GRANADO, CITY CLERK PHILIP LEVINE, MAYOR
2017.
APPHOVEDASTO
FOFIM & I.ANGUAGE
&FOREXECUTION
L
Page 2679 of 3438
60
iB:
oT eF. (,13\,ofiqq.'-.
33AUOIIIAJ I $Iil0i
ylolTu9S*l ilol il
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-_---BllO tet$srrrit ii.)
Page 2680 of 3438
61
SABRINA COHEN FOUNDATION
Adaptive Recreation Center
The Sabrina Cohen Foundation (SCF) is working with the City of Miami Beach
to develop a project that best meefs the unique health and wellness
needs of ifs disabled resrdenfs and visitors. SCF will lead a capital campaign
to deliver a sfafe-of-the-art Adaptive Recreation Center, a first-of-a-kind
permanent beach house with full wheelchal access and accomodations to
provide adaptive watersport activities for the entire community.
--\
\-)i, ;..; .:.:1 " i-; '
Page 2681 of3438
Executiw Summary 12017
62
ln 201,2, Sdbrina Cohen, Disabled Advocate and
President of the Sabrina Cohen Foundation (SCF),
a pproached her hometown with a novel idea:
:.^Y t :; Be ;ch ir:r AL.
'l- .,,i:t'., Sr-': s
r. 1-l ii:.1 :r l.;.it Lr ,,,
r ,i r i ,-: .t,,t i 3. ','-'--
!--: ri:l,trr-l:r
Sabrina Cohen Foundation
Founded in 2006, the Sabrina Cohen Foundation (SCF) is a 501c3 nonprofit
organization dedicated to funding innovative programs that provide a better quality of
life for those living with paralysis and other conditions. Beach access is a main initiative
of SCF, who will play a leading role in the day-to-day management of the Adaptive
Recreation Center and fundraising activities for long-term sustainability.
Page 2682 of 3438
Executive Summary | 201 7
63
ln the summer of 2016, SCF launched "Adaptive Beach Days," a program that takes
place twice a month with specialized staff / volunteers, plus adaptive beach equipment
to make a day at the beach possible to anyone. The demand for this program emerged
rapidly. To date, the program has served:
o Over 1,500 visitors including Miami Beach,
Miami-Dade and Broward County residents
o Tourists from France, Turkey, Venezuela and Italy
TW;Lq
Disabled individuals, seniors, veterans and
children with special needs
Volunteers range from high school students, college
students, physical therapy students and localsEIE
o Participants range between 5 - 65 years' old
Each "adaptive beach day" attracts approximately 100 guests, with 25 -40 of them being
disabled participants. Because of the growing demand, expanding the current program with
more days and securing a permanent location with a structure to house all equipment on
site, is needed. For this, the development of a first of a kind, all-inclusive Adaptive
Recreation Center is being proposed.
Foundation Sponsors I ncl ude:
ACCES$
{
IT CURISTOPHER&DnNn{ REEVE For.JNDATroN
,/.-,(\lr\
'li{t\'',1r.!,
r \,,, | . t ' tt \. \
fl
.\} CRESCENi HEIGHTS
ir ,ra-\'ts.. _..., ..lt
Page 2683 of 3438
Executive Summary | 2017
64
PROPOSED SITE:
5301 Collins Avenue, Miami Beach
Designed with a universal design approach, the Center will welcome the entire
community to a safe and comfortable environment. Components will include:
. Max height 24" feel (two levels), and up to 10,000 sq. ft total
o Storage area for Adaptive Equipment - access decks and beach wheelchairs
o Accessible Changing Stations / Locker Rooms / Restrooms
. Snack Bar / Nutrition Zone to stay hydrated and cool
. Open Space Exercise Area
. Program Space / Group Classes (Yoga I Art I Music / Meditation)
Page 2684 of 3438
Executive Summary | 2017
65
Why ls lnclusive Recreation lmportant?
When people with disabilities are creating their everyday to-do list, they oftentimes
prioritize a lot of things over fun. Leisure isn't something that is put at the top of their list
for various reasons, such as limited transportation, recreational places aren't accessible
and people with disabilities don't often think about recreation for themselves because
society has "included them" by letting them watch, rather than finding a way for them to
participate in activities. ln most communities, the beach is a "no-go zones" for the
disabled because the sand is difficult to navigate for someone visually impaired or with
mobility issues.
Recreation is a great stress reducer and can help to relieve symptoms of anxiety
and depression.
Allows people an opportunity to laugh and feeljoyful.
Provides an opportunity to develop new friendships.
Helps someone feel a part of the community and to feel empowered by a sense
of inclusiveness.
. Enables one to learn about themselves and discover activities they are good
at. The Solution:
The Adaptive Recreation Center will be the first ever state-of-the-art facility on the east
coast catering exclusively to individuals living with disabilities. Participants will indulge in
a uniquely empowering experience, combining physical fitness with recreational
activities that promote mental and spiritual wellness. The center will feature a diverse
menu of programs and amenities for everyone at a single convenient location, featuring
wheelchair accessible entrances and a pathway with decking that extends from landside
to Oceanside, a truly one-of-a-kind seaside destination, inviting disabled people to live
healthier, longer, and more joyful lives.
"People with disabilities should have the same opportunity to
improve their health and enhance their abilities as everyone."
Page 2685 of 3438
Executive Summary | 2017
66
. Approximately 56 million Americans today have a disability.
o The obesity rate for children with disabilities in the U.S. is 38% higher than for
children without disabilities.
. Adults with disabilities are physically active about half as often as adults
without disabilities (12o/o vs. 22%).
. By the year 2030, 71.5 million Baby Boomers will be over the age of 65 and
demanding services and environments that address their age-related physical
changes.
r President's Gouncil on Fitness, Sports & Nutrition I I Can Do lt, You Can Do lt
Who will be Served
Disabled Citizens: Assuming that incidence rates by age remain the same, by 2030
nearly 24o/o of the total U.S. population will be disabled (and over 15% severely
disabled). The total disabled population will increase by 30.9 million and the severely
disabled population will increaseby 21 million, when compared to 1997.
Senior Citizens: The largest demographic shift since 19th century urbanization is upon
us. There are currently 43 million Americans age sixty-five and over, comprising 13o/o of
the population. By 2030 this number will swell to an estimated seventy-two million
people, nearly 1 of every 5 people. This demographic transition will affect nearly all
aspects of our economic and political structures and will have profound effects on our
infrastructure and public resources.
Wounded Warriors: Over 48,000 servicemen and women have been physically injured
in the recent military conflicts. ln addition to the physicalwounds, it is estimated as many
as 400,000 service members live with the invisible wounds of war including combat-
related stress, major depression, and posttraumatic stress disorder. Another 320,000
are believed to have experienced a traumatic brain injury while on deployment.
. U.S. Census Bureau,1997 and 2001
Page 2686 of 3438
Executive Summary | 2017
67
"Putting lives ba ck into motion"
Community Volunteer Benefits: Over the past two decades a growing body of
research indicates that volunteering provides individual health benefits in addition to
social ones. Those who volunteer have lower mortality rates, greater functional ability,
and lower rates of depression later in life than those who do not volunteer. Perhaps the
biggest benefit people get from volunteering is the satisfaction of incorporating service
into their lives and making a difference in their community and country. The Adaptive
Recreation Center will aim to provide worthwhile and invaluable reasons to serve, such
as pride, satisfaction, and accomplishment. We will be recognized as a place where we:
-l- Solve Problems for the disabled
+ Strengthen our Community
+ lmprove Lives
ffa-"
fn
fI/a'
Page 2687 of 3438
Executive Summary | 2017
68
$500K Design & Architecture
$3.5M Center Build Out
$200K Equipment / Furniture
$300K Operations
$500K Reserve Fund
FEATURES
Welcome Center
Storage area for beach equipment
Locker rooms / Restrooms
Juice bar/ Healthy snack zone
Exercise / Group Classes room
Scooe of Proiect:
NOTE: This is just a rough estimate of the building details. Exact layout TBD
Changing Rooms
''\,, -.\\
On-srte Storage
1
\
ffi
Beach
Accese
-'\.r
\
'r. ;'Ltitt ,-t i'\,tt,,-ti.r * ltt tt"ft:tftt)1l
,l
Open Space
Page 2688 of 3438
Executive Summary | 2017
69
-Phase !- Launch "Adaptive Beach Days" to go from concept to
reality; Spearhead Adaptive Playground initiative; Receive land use
approvals and permits to develop an Adaptive Recreation Center
-Phase ll - Launch capital campaign; Apply for grant funding /
sponsorships and national marketing campaign
.Phase lll - Recreation Center build out
Fundraising Campaign Gift Table
(Appx. Number / Range Of Gifts anticipated to Reach $5M Goal)
Number Of Gifts:
4
4
10
10
12
20
ln fhe Flanoe of:Total:
$s00,000
$250,000
$100,000
$50,000
$25,000
Under $25,000
$2,000,000
$1,000,000
$1,000,000
$500,000
$300,000
$200,000
SOURCES OF FUNDS WILL INCLUDE:
a
a
a
a
a
a
a
Pledges/ Major Gifts
Foundations
Grants
General Contributors
Sabrina Cohen Foundation Auxiliary Board
Kickoff Launch Party (+Ongoing Events)
Communications/Social Media Campaigns
Page 2689 of 3438
Executive Summary | 2017
70
Open Space Exercise Area Accessible Changing Room
Healthy Snack Zone Welcome Center
Healing Room / Program Activities Spacious Storage Area
The SCF Adaptive Recreation Center will give donors the chance to show their support through:
o Naming Opportunities throughout the Center . Foundation sponsorship opportunities as deemed appropriate
- A Benefactor's Wall or monument within the Center Corporate sponsorships prominently displayed
Page 2690 of 3438
Executive Summary | 2017
71
With the development of the Adaptive Recreation Center,
the Sabrina Cohen Foundation will continue to defy odds,
push limits and inspire others to reach their full potential.
Jd
*"*.
"Treat a person as he is, and he will remain as he is.
Treat him as he could be, & he will become what he should be."
- Coach Jimmy Johnson
HISTORY: Sabrina Cohen, a c5 quadriplegic is a nationally recognized figure in the field of
disability health and fitness advocacy. She is a national winner in Self Magazine's "Women
Doing Good" competition, a WebMD American Health Hero and winner of the "Overcoming
Adversity" category in the America lnspired National Competition. A motivational speaker since
the age of '14, she has appeared on CNN, The Today Show, has been honored by the American
Red Cross, and received a Certificate of Special Congressional Recognition by Congresswoman
Debbie Wasserman Schultz for outstanding contributions and efforts on behalf of the community
and government.
For more information about this project, contact us at 305.968.8024
or sabrina@sabrinacohenfoundation.orq.
Visit SCF online at www.sabrinacohenfoundation.oro
Page 2691 of3438
Executive Summary | 2017
72
,T'E,J'
sEVE
AJT'EE
AJ
73
New Business and Commission Reouests - R9 R
COMMISSION MEMORANDUM
Honorable Mayor and Menbers of the City Cormission
Jimmy L. Morales, City Manager
July 26,2017
MIAMI BEACH
TO:
FROM:
DATE:
SUBJECT DISCUSSION REGARDING TESLA SUPERCHARGER STATIONS AT THE
P E N NSYLVAN IAAVE N U E GARAG E.
RECOMMENDATION
The Adninistration is seeking direction regarding Tesla's Concession Agreenrent requirernents for a
rninimlm term of five (5) years and providing no financial return to the City.
ANALYSIS
On April 19,2017, the Sustainability and Resiliency Cormittee nnde a nlrtion referring a discussion
to the City Cormission, with a favorable recomrnendation, regarding the installation of Tesla electric
vehicle charging stations at the Pennsylvania Avenue parking garage or other underutilized city
garages.
At the Sustainability Cormittee on Apri! 25,2017, a Tesla representative provided inforrnation on the
benefits of Tesla's SuperChargers electric vehicle charging stations. The Tesla representative briefly
nentioned that the conpany has worked with other cities to install SuperChargers at their cost.
However, during that presentation, he did not delve into details of the agreenents Tesla cunently has
with other municipalities. The Sustainability Cormittee passed a nption supporting the City's efforts
to begin discussions with Tesla for the installation of electric vehicle charging stations in City
garages.
PennsylvaniaAvenue Garage - Pilot Program
City staff had initiated discussions with Tesla for a turnkey SuperChargers station one (1) year pilot
program at the Pennsylvania Avenue garage (1661 Pennsylvania Avenue), where Tesla would be
responsible for all the equipnent, permitting, installation, operation, rnaintenance and other costs
related to the installation of the stations. !n turn, the City would provide the minirnrm required ten (10)
parking spaces, as requested by Tesla, on the top (or second from the top) floor for one station with
several connectors.
Upon further discussions, Tesla proposed an agreement (Attachnent A) and provided a usage
analysis (Attachnent B) for additional parking revenues in the form of short term parking sessions.
The Adninistration is seeking direction regarding following issues:
Pilot Program Term
o Tesla states a one (1) year pilot is not cost effective and it is seeking a minimum five (5) year
Page 3081 of3438
74
term. Tesla cites its capital investnrent for the infrastructure and Supercharger stations is
estirnated $SOOK+ and $240K+ on annually utility e&enses requiring a tonger term for their
investnent.
o Testa nentioned the Sth level does not provide a good custoner eperience given erposure to
the etenrents, and requested the 3rd or 4th tevel of the garage.
Financial Retum to the City
o Tesla states it does not provide a financial return in other conparable venues. Moreover, Tesla
asserts its SuperCharger stations will generate additional parking revenues in the form of short
term parking sessions while users patronize businesses for quick transactions (30 minutes or
less) (Attachrnent B).
o Blink Network, the City's cunent electric vehide (EV) charging station provider does provide
the City with a financial return of 15% of profit, net of specified operational e)(penses, however
the retum in noninal based on 4 spaces.
o Based on cunent usage of two EV stations at four (4) parking spaces at the City's 13th Street
and Collins Avenue Garage over the last 12 npnths, the City's share is estirnated at $30 for
each parking space, annually. While this is seeningly inrmterial, the use of EV stations is
anticipated to increase. ln fact, Volvo has announced that it will fully transition from internal
conbustion engines to either hybrids or powered solely by batteries by 2019.
CONCLUS!ON
The Adninistration is seeking direction regarding Tesla's requirenents for a ninim.rm term of five (5)
years and providing no financial return to the City.
ln the event the city cannot reach an agreenent with Tesla as the above rnentioned, the city could
eplore other innovative arrangernents that could benefit mutual sides. E><anples of innovative
projects could include battery solutions for the punp stations and a solar roof demonstration project.
Legislative Tracking
Parking
ATTACHMENTS:
Description
o Tesla Agreenent - Proposed
o Tesla Analysis - Garage Utilization
Page 3082 of 3438
75
SUPERCHARGER AGREEMENT
This Supercharger Agreement (the "Agreemenf ) is effective as of , 20_ (the "EffectiveDate,,)byandbetweena-("Go!.E!eJEI!y,)andTeslaMotors,lnc.,aDelaware
corporation ("Tesla").
WHEREAS, Tesla, through the provision of Supercharger services at the Property, will provide value to
Counterparty by attracting Tesla vehicle owners and the public to, and providing additional visibility of,
the Property;
WHEREAS, Counterparty acknowledges the value of Tesla's Supercharger at the Property and desires to
grant possession and control of the Premises to Tesla pursuant to the terms set forth herein;
NOW THEREFORE, in consideration of the above and for other good and valuable consideration, the
receipt and legal sufficiency of which is hereby acknowledged, the parties agree as follows:
1. CONTACT INFORMATION:
Counterparty's Address for Notices:
[Counterparty Name]
[Address ]
IAddress]
Attention: [ ]
Phone: [ ]
Email: [ ]
Tesla's Address for Notices:
Tesla Motors, lnc.
3500 Deer Creek Road
Palo Alto, CA 94304
Attention: Supercharger Team
Phone: (650) 681-5000
Email : superchargerlease@teslamotors.com
2.
24-hour Technical Support & Service:
877-79-TES LA (87 7 -7 98-37 szl
PREMISES: Counterparty hereby grants to Tesla possession and control of _ (_) parking
spaces, up to five (5) feet of additional parking width to comply with the Americans with
Disabilities Act of 1990 and approximately 200-400 square feet of landscaped space for
equipment (the "Premises") on the property commonly known as _, located at
and as depicted on Exhibit A attached hereto (the "plcperty") in order to
build an electric vehicle supercharging station to charge Tesla vehicles (the "supercharser
Station").
CONSTRUCTION: Upon delivery of possession of the Premises to Tesla, Tesla shall, at its sole
expense, construct improvements as described in and pursuant to the procedures set forth in
Exhibit B. attached hereto and made a part hereof, and will install certain trade fixtures
indicated in Exhibit B (the "Trade Fixtures" as further described and defined in Exhibit B).
lNlTlAL FOOTPRINT: A total of
-
(-) parking spaces shall be outfitted with charge posts
("SgEfgIglqers") to charge Tesla vehicles. lnitially,
-
(_) parking spaces shall serve as
dedicated charging stalls to be used only by Tesla vehicles ("Dedicated_S!g!!g"), and _ (_)
Page 1
Page 3083 of 3438
3.
4.
Tesla Motors, lnc. @2015 (v. 20150923-2)
76
5.
5.
parking spaces shall serve as charging stalls to be used by Tesla vehicles and will also be
available for general parking of non-Tesla vehicles for a maximum of thirty (30) minutes
("EnableC-5!e!8"). The Dedicated Stalls and Enabled Stalls and any applicable restrictions shall
be identified by signage substantially similar to the signage depicted in Exhibit B. Tesla shall
have the option to convert Enabled Stalls into Dedicated Stalls on ten (10) days written notice in
order to meet demand for Supercharging services, subject to Counterparty approval, which shall
not be unreasonably withheld, conditioned or delayed.
POSSESSION DATE: The first date where Tesla may enter the Premises and Property to begin its
work pursuant to the Agreement is , 20_ (the "Possesslgn Date").
COMMENCEMENT DATE: The date that the Supercharger Station opens to the public (the
"Commencement Date") shall be within one hundred and fifty (150) days following the
Possession Date, provided that no external permitting, utility or other requirements beyond
Tesla's control delay the installation, despite the best efforts of Tesla. Tesla shall deliver written
notice to Counterparty promptly following the Commencement Date to confirm such date for
recordkeeping pu rposes.
TERM: The initial term of the Agreement shall expire five (5) years from the Commencement
Date (the "!-E!!!g!-Term"). Tesla shall have the right to twice extend the Agreement and each
extension shall be for an additional period of five (5) years (each a "Renewal Term" and
together with the lnitial Term, the "Term"). To extend the Term, Tesla shall deliver written
notice of such extension to Counterparty no later than thirty (30) days prior to the expiration of
the Term. ln the event of a sale or transfer of the Property or Premises by Counterparty while
the Agreement is in effect, Tesla's rights shall be conveyed with the Property or Premises.
UTltlTlES: Tesla agrees to arrange and pay the charges for all Tesla-related utility services
provided or used in or at the Premises during the Term. Tesla shall pay directly to the utility
company the cost of installation of any and all such Tesla-related utility services and shall
arrange to have the utility service separately metered. Counterparty shall not be responsible for
any damages suffered by Tesla in connection with the quality, quantity or interruption of utility
service, unless the cause of the disruption or damage was due to Counterparty's gross
negligence or willful misconduct.
USE: Tesla shall use and occupy the Premises during the Term for a Supercharger Station and
incidental purposes, including generating photovoltaic electricity and operating an energy
storage system. All use of the Premises by Tesla shall comply with applicable codes, laws, and
ordinances.
PAYMENT FOR CHARGING SERVTCES: Counterparty shall have no right to request or accept
payment from Tesla, Tesla customers or any other third-parties in connection with Tesla
Su percha rging services.
11. MAINTENANCE: Tesla shall be responsible for maintaining the Trade Fixtures and lnfrastructure
(as defined in Exhibit B) and Counterparty shall not have any liability for damage to the Trade
Fixtures or the lnfrastructure unless such damage is caused by Counterparty's gross negligence
or willful misconduct. Notwithstanding the foregoing, Counterparty's normal responsibility to
maintain the common areas of the Property shall also apply to the Premises, such as for snow
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7.
8.
9.
10.
Tesla Motors, lnc. @2015 (v. 20150923-2)
77
L2.
removal and garbage collection. Counterparty agrees to coordinate any parking lot maintenance
with Tesla to ensure that charging stalls remain available for vehicle charging at all times. Tesla
may, in its discretion and at its sole cost, install security cameras and other equipment to
monitor the Premises from off-site.
COUNTERPARry COVENANTS: Counterparty represents that they are the owner of the Property
and that this Agreement does not violate any agreement, lease or other commitment of
Counterparty. Counterparty shall not take any action that would impair or interrupt the use of
the Premises or the Trade Fixtures. Counterparty agrees to notify Tesla within a commercially
reasonable time if (i) it has knowledge of third-parties impairing or misusing the Premises or
Trade Fixtures, or (ii) it obtains knowledge of a needed repair to the Premises or Trade Fixtures.
lf non-Tesla motorists repeatedly park in the Dedicated Stalls, thereby impairing use of the
Dedicated Stalls, or if motorists repeatedly park in the Enabled Stalls for greater than the
permitted duration, then the parties shall together determine and implement an appropriate
and effective strategy for preventing such impairment, including, without limitation, alternative
signage and painted asphalt. Counterparty shall use commercially reasonable efforts to actively
monitor the Premises to ensure that use of the Supercharging stalls is not impaired.
ASSIGNMENT: Tesla shall not assign this Agreement voluntarily or by operation of law, or any
right hereunder, nor sublet the Premises or any part thereof, without the prior written consent
of Counterparty, which shall not be unreasonably withheld, conditioned or delayed; provided
that the foregoing prohibition shall not limit Tesla's ability to transfer this Agreement to a
company that is controlled by, controls, or is under common control with Tesla.
ALTERATIONS: Excepting the items of Exhibit B, Tesla shall not make or permit to be made any
alterations, changes in or additions to the Premises without the prior written consent of
Counterparty, which shall not be unreasonably withheld, conditioned or delayed. Upon
termination of this Agreement, unless terminated due to a default of Counterparty, the
lnfrastructure shall become the property of Counterparty; provided that all Trade Fixtures and
all related intellectual property shall at all times remain the property of Tesla and all Trade
Fixtures will be promptly removed by Tesla upon termination of the Agreement.
SIGNAGE: Tesla signage to be installed at the Premises is represented in Exhibit B and shall
include signs to identify Dedicated Stalls and Enabled Stalls. Any material revisions or additions
to the signage depicted in Exhibit B shall be subject to Counterparty approval, which shall not be
unreasonably withheld, conditioned or delayed. All signage shall be professionally prepared,
installed and maintained at Tesla's expense.
INDEMNIFICATION: Except to the extent of any gross negligence or willful misconduct of
Counterparty, Tesla hereby agrees to indemnify, hold harmless and defend the property,
Counterparty, its managers, members, agents and representatives from all liability, damages,
loss, costs and obligations, including, court costs and attorney's fees, on account of or arising
out of or alleged to have arisen out of any claim of any third party directly related to Tesla's use
of the Premises. Tesla shall promptly remove or bond any liens placed on the property as a
result of any claims for labor or materials furnished to or for Tesla at or for use on the premises.
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Page 3085 of 3438
13.
t4.
15.
16.
Tesla Motors, lnc. @2015 (v. 20150923-2)
78
t7.
18.
Except to the extent of any gross negligence or willful misconduct of Tesla, Counterparty hereby
agrees to indemnify, hold harmless and defend Tesla, its directors, officers, employees,
consultants, agents and representatives from all liability, damages, loss, costs and obligations,
including, court costs and attorney's fees, on account of or arising out of or alleged to have
arlsen out of directly or indirectly, any claim of any third party directly related to Counterparty's
actions with respect to the Premises.
DESTRUCTION: Any total destruction of the Premises shall, at Counterparty's or Tesla's written
election within thirty (30) days of such destruction, terminate the Agreement.
DEFAULT: Each of the following shall constitute an "Event of Default" by Tesla under this
Agreement:
(1) the failure by Tesla to perform or observe any material term or condition of the
Agreement and such failure continues for a period of thirty (30) days after receipt of written
notice thereof, provided however, that if the nature of such default is such that the same cannot
reasonably be cured within said thirty (30) day period, then Tesla shall have such additional time
as is reasonably required to cure such failure provided Tesla commences to cure such failure
within such thirty (30) day period and proceeds to cure such failure with diligence and
continuity; or
(21 the appointment of a receiver or trustee to take possession of all or
substantially all of the assets of Tesla located at the Premises if possession is not restored to
Tesla within sixty (60) days; or a general assignment by Tesla for the benefit of creditors; or any
action or proceeding commenced by or against Tesla under any insolvency or bankruptcy act, or
under any other statute or regulation having as its purpose the protection of creditors and in the
case of involuntary actions filed against the Tesla the same are not discharged within sixty (60)
days after the date of commencement.
REMEDIES: Counterparty and Tesla acknowledge and agree that each party shall have all
remedies available at law or in equity if the other party is in default under the terms of this
Agreement. lf an Event of Default has occurred and is continuing, then Counterparty, in addition
to any other remedies given at law or in equity, may:
(A) continue this Agreement in effect by not terminating Tesla's right to possession
of said Premises and thereby be entitled to enforce all Counterparty's rights and remedies under
this Agreemen! or
(B) bring an action to recover and regain possession of said Premises in the manner
provided by the laws of eviction of the State where the Premises are located then in effect.
INSUMNCE: Tesla shall carry commercial general liability insurance with limits of not less than
One Million Dollars (51,000,000) for bodily injury or death and property damage and an
umbrella insurance policy of not less than Five Million Dollars (S5,0OO,OOo). A certificate
evidencing such insurance shall be delivered to Counterparty upon the execution of this
Agreement and from time to time thereafter as may be requested by Counterparty. Upon
request, Tesla shall include Counterparty as additional insured on its commercial general liability
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19.
20.
Tesla Motors, lnc. @2015 (v. 20150923-2)
79
2t.
and umbrella insurance policies. Tesla will also carry worker's compensation insurance in
accordance with state and federal law.
CONFIDENTIATIW AND PUBLICITY:
(A) Tesla and Counterparty agree that the terms of this Agreement are confidential
information, and both parties agree not to disclose such confidential information to any person
or entity other than (i) financial, legal and space planning consultants that have a "need to
know" such confidential information and have agreed to abide by confidentiality terms no less
protective than the terms of this Agreement and (ii) as required by law.
(B) Neither party will use the other party's name, trademark or logo without such
other party's prior written consent.
EXCTUSIONS: Notwithstanding anything herein to the contrary, Tesla shall not be liable for, and
Counterparty expressly releases Tesla from any claims from, speculative, indirect, consequential
or punitive damages, including any lost sales or profits of Counterparty.
ENVIRONMENTAL MATTERS: Counterparty represents and warrants that the Premises shall be
delivered free of environmental contamination. Tesla shall have no liability for any
environmental contamination unless caused by Tesla, its agents, employees or contractors.
During the Term, Counterparty is responsible for remediating any pre-existing contamination or
any contamination not caused by Tesla, its agents, contractors or employees. Tesla shall have no
liability for diminution in value of the Property as it relates to environmental contamination.
NOTICES: All notices or demands shall be in writing and shall be deemed duly served or given
only if delivered by prepaid (i) U.S. Mail, certified or registered, return receipt requested, or (ii)
reputable, overnight courier service (such as UPS or FedEx) to the addresses of the respective
parties as specified in Section 1 above. Counterparty and Tesla may change their respective
addresses for notices by giving notice of such new address in accordance with the provisions of
this paragraph.
BROKERS: Counterparty and Tesla represent to each other that each has dealt with no broker
and each hereby agrees to indemnify and hold the other harmless from any claims for any such
commissions or fees.
SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon and shall inure to the
benefit of counterparty and Tesla and their respective successors and assigns.
GOVERNING LAW: This Agreement shall be governed by the laws of the State where the
Premises are located.
TIME: Time is of the essence in this Agreement.
COUNTERPARTS: This Agreement may be executed in counterparts, each of which shall be
deemed an original and all of which together will constitute one agreement. Signed copies
transmitted electronically in PDF or similar format shall be treated as originals.
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22.
23.
24.
25.
25.
27.
28.
29.
Tesla Motors, lnc. @2015 (v. 20150923-2)
80
[Sign otu re poge fol lows.]
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Tesla Motors, lnc. @2015 (v. 20150923-2)
81
lN WITNESS WHEREOF, the parties hereto have each caused an authorized representative to execute
this Agreement as of the Effective Date first written above.
COUNTERPARTY:TESIA:
Tesla Motors,lnc.
a Delaware corporation
By:
Name:
Title:
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Name:
Title:
Tesla Motors, lnc. 02015 (v.2015@23-2)
82
EXHIBIT A
Premises and Property Depiction and Address
Property Address:
Premises and Property Depiction:
Page 3090 of 3438
83
EXHIBIT B
Tesla lmprovements
Tesla shall install the Supercharger Station on the Premises pursuant to the terms of this Exhibit B. Tesla
installation shall include the installation of the infrastructure for the Supercharger Station, which may
include power supply, utility connections, concrete pads, conduit and wiring (the "!nfrastructure").
The Supercharger Station will also include certain trade fixtures as determined by Tesla, which may
include, without limitation, the charger cabinets ("Supercharger Cabin ), Superchargers, switchgear,
signage, fence or other visual barriers, canopy, solar panels, and an energy storage system (the '@Q
Fixtures").
The Trade Fixtures to be installed as of the Commencement Date will include the following:
_ (_) Superchargers Cabinets
_ (_) Superchargers
Switchgear and meter panel
r Signage
The installation of the lnfrastructure and the Trade Fixtures is collectively referred to as the '@!g
lmprovements." Tesla will not perform the Tesla lmprovements until the plans and specifications,
including exact locations, have been approved by Counterparty, which approval may be by e-mail
communication and shall not be unreasonably withheld, conditioned or delayed. All Tesla lmprovements
shall at all times comply with applicable laws, codes and ordinances and lnfrastructure and Trade
Fixtures shall be installed, maintained and replaced at Tesla's sole cost.
Signage
Dedicated Stall Sign Example Enabled Stall Sign Example
Page 3091 of3438
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Page 3092 of 3438
85
Site: 1561 Pennsylvania Ave, Miami Beach , FL 33139
Charge Posts: 20
Monthly vehicle charge session capactiy for total stall coun
Average vehicle occupancy: 2 people
Average monthly new customers on property at capacity: 2
lnstallation cost: -S1M (covered by Tesla)
Utility cost: SZOk+ / month (covered by Tesla)
BEACH PARKING REVENUE ANALYSIS:
Estimated Monthly Revenue
to MiamiBeach
Estimated Annual Revenue
to Miami Beach
ANALYSIS: value to surrounding retail and restaurant (Lincoln Road)
I TNTANGTBIE BENEFITS:
Top 1% demographic on property
Future prooflng with fastest possible EV charging in world
New market share (electric vehicle travelers) due to Supercharger presence
Page 3093 of 3438
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Page 3094 of3438
87
Iesla Usage Analysis
As of 6l1l2oL7
t (20): 10,000 vehicle charge sessions per month
!0,000 customers
Estimated 5 yr term
Revenue to Miami Beach
Page 3095 of 3438
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712712017 coversheet
New Business and Commission RequesG - R9 AJ
MIAMI BEACH
GOMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Jimmy L. Morales, City Manager
DATE: July 26,2017
SUBJECT DISCUSSION REGARDING $2O,OOO IN FUNDING FOR THE SOBE ARTS PRODUCTION OF TESLA, A
MULTIDISCIPLINARY OPERA SEPTEMBER 28 THROUGH OCTOBER 1,2017 AT THE COLONY THEATRE MIAMI
BEACH.
Legislative Tracking
Tourism, Culture and Economic Development
https://miamibeach.novusagenda.com/agendapublidCoverSheet.aspx?ltemlD=4503&MeetinglD=296 1t192