Resolution 2021-31848RESOLUTION NO. 2021-31848
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF
THE FINANCE AND ECONOMIC RESILIENCY COMMITTEE, AT ITS JULY
30, 2021 MEETING, TO ESTABLISH A SPONSORSHIP PROGRAM WITH
THE SABRINA COHEN FOUNDATION, INC (FOUNDATION) TO SECURE
FUNDING FOR A FULLY ADAPTIVE PARK PROJECT AT BEACH VIEW
PARK AND THE ADAPTIVE RECREATION CENTER (CENTER)
THROUGH NAMING RIGHTS OR OTHER SPONSORSHIP
OPPORTUNITIES (SPONSORSHIPS) RELATED TO THE PARK PROJECT
ELEMENTS, SUBJECT TO APPROVAL OF SPONSORSHIPS BY THE
CITY COMMISSION AND COMPLIANCE WITH REGULATORY
REQUIREMENTS; AND APPROVING, IN SUBSTANTIAL FORM,
AMENDMENT NO. 3 TO THE COLLABORATION, FUNDING AND
MANAGEMENT AGREEMENT BETWEEN THE CITY AND THE
FOUNDATION, ESTABLISHING THE GUIDELINES FOR THE
SPONSORSHIP PROGRAM; AND FURTHER AUTHORIZING THE CITY
MANAGER AND CITY CLERK TO EXECUTE THE FINAL AMENDMENT
AND ANY ADDITIONAL DOCUMENTS OR AGREEMENTS REQUIRED TO
EFFECTUATE THE COMMITTEE'S RECOMMENDATION.
WHEREAS, on October 31, 2017, the City Commission adopted Resolution No. 2017-
30082, approving a Management Agreement with the Sabrina Cohen Foundation (the
"Foundation"), for the Foundation to raise the funds and be responsible for all of the expenses
related to the City's design, development, and construction of an Adaptive Recreation Center
(the "Center") to be located within a portion of the City's P72 surface parking lot at 53rd Street
and Collins Avenue; and
WHEREAS, the Agreement provides that the City would be the owner of the Center,
which would be used for the primary purpose of providing the general public and, specifically
persons living with physical and cognitive disabilities with an accessible access point to the
beach and related beach programming; and
WHEREAS, on July 2, 2018, the Mayor and City Commission adopted Resolution No.
2018-30377, approving the Foundation's proposed Concept Plan for the Center; and
WHEREAS, on January 16, 2019, the Mayor and City Commission adopted Resolution
No. 2019-30671, approving Amendment No. 1 to the Agreement, updating certain technical
references, consistent with the Concept Plan approved by the City Commission on July 2, 2018
and applicable provisions of the City Code; and
WHEREAS, on July 31, 2019, the Mayor and City Commission adopted Resolution
No. 2019-30922, approving Amendment No. 2 to the Agreement, extending the fundraising
schedule and deadlines in the Agreement by 12 months in order to provide the Foundation with
additional time to raise donations for the design and construction of the Center; and
WHEREAS, due to the COVID-19 emergency, the Foundation was entitled to an
extension to their fundraising schedule and deadline, which is set to expire in September 2021;
and
Page 688 of 1657
WHEREAS, the project includes a new 3 -story wellness center that will house an
adaptive gym, rooftop pool, robotics lab, locker rooms, and storage space for the Adaptive
Beach Days Program and the cost of the project is currently estimated at $15 to $20 million to
be funded entirely by private donations; and
WHEREAS, funding has been secured through the Miami -Dade County Building Better
Communities General Obligation Bond Program, from which the County has allocated $577,000
for the design and construction of public infrastructure improvements associated with the
development of an inclusive outdoor park; and
WHEREAS, this project is separate from the Adaptive Recreation Center and not
included in the management agreement; and
WHEREAS, on April 29, 2021, the Mayor and City Commission adopted Resolution
No. 2021-31683, accepting a grant allocation; and
WHEREAS, the funds will be provided to the City on a reimbursement basis, and in
addition to the $577,000, the Foundation has separately identified $73,000 in additional funds to
be donated to the City and applied to the project; and
WHEREAS, during the June 11, 2021 Finance and Economic Resiliency Committee
(FERC) meeting, the Committee recommended that the City appropriate and match, dollar for
dollar, future donations made to the Foundation for the design and construction of the Center,
up to an amount not -to -exceed $1.6 million from the settlement agreement between Ocean
Terrace Holding and its related entities, and further provided that the Foundation be required to
raise the funds within a period of time specified by the Mayor and City Commission; and
WHEREAS, on June 23, 2021, the Mayor and City Commission adopted Resolution
No. 2021-31751, directing the City to appropriate an amount not -to -exceed $2.5 million, for the
City to match future donations made to the Foundation for the design and construction of the
Center, provided that the Foundation raise the funds within a period of time to be determined by
the Mayor and City Commission; and
WHEREAS, the Foundation approached the City with the concept of developing an
outdoor fully adaptive park ("Park Project") at the City's Beach View Park, located adjacent to
the Center; and
WHEREAS, the Foundation has the ability to raise funds through a donor recognition
program in connection with the elements of the Park Project which could be used to fund the
Park Project, and once fully funded, all surplus funds would be allocated to the development of
the Center; and
WHEREAS, during the July 30, 2021 FERC meeting, the Committee recommended
the approval of the Park Project scope and conceptual plan; the approval of the Foundation's
donation to the City, in the amount of up to $73,000 for the Park Project; that the City
collaborate with the Foundation to leverage additional funding and offset additional costs for the
Park Project, and for the design and construction of the Center; and further recommended that
the Administration meet with the Middle Beach Association to discuss the Park Project; and
Page 689 of 1657
WHEREAS, additional funding would be secured through sponsorships in the form of,
but not limited to, a brick paver program and the naming opportunities of park amenities and will
be recognized in the form of a small plaque or on a donor board located within the park; and
WHEREAS, outlined below are the initial proposed sponsorship opportunities, which
are subject to modification during the fundraising efforts:
Naming Opportunities
• Art Installation: $25,000
• The Pathway of Inclusion: $150,000
• Bridge to the Beach: $150,000
• 1st of its kind Beach Viewing Platforms (North & South): $150,000 each
• Outdoor Fitness Area: $100,000
• Equipment in Outdoor Fitness Area: $25,000 each
• Plant Sculpture Mazes: $100,000
• Butterfly Garden: $100,000
• Climbing Mounds/Open Play Space: $100,000
• Picnic Benches: $10,000 each
• Children's Outdoor Playground:
• "The Classroom": $150,000
• Zipline: $100,000
• Swings: $100,000
• Play Structure/Slides: $100,000
Approval Process:
Recognition from the naming opportunities will follow all established City standards. It
will require a positive recommendation from Neighborhoods and Quality of Life
Committee and approval from the full City Commission, and if required under the City's
Code of Ordinances, it may be followed by a public hearing and a 5/7th City
Commission vote, to approve a Land Development Regulations (LDRs) waiver, as per
Section 138-5 of the City Code, entitled, "General advertising signs," which specifically
states: "[n]o general advertising sign shall be constructed, erected, used, operated or
maintained in the City,"
Brick Paver Program: "The Pathway to Inclusion"
As part of the plans for the project, a new and improved ADA accessible pathway
within the park will be created. There is an opportunity for 11,000 bricks to be
purchased for the following fee:
4" x 8" Bricks: $500
8" x 8" Bricks: $1,000
Approval Process:
Recognition from the brick paver program will follow all established City standards. All
pavers are subject to approval by the City Manager or her designee; and
WHEREAS, the Administration recommends approving, in substantial form,
Amendment No. 3 to the Collaboration, Funding and Management Agreement, incorporated
herein by reference and attached to the City Commission Memorandum accompanying this
Resolution; said Amendment memorializing the cooperation between the City and the
Page 690 of 1657
Foundation, relating to the naming rights and sponsorship opportunities ("Sponsorships")
associated with the Park Project elements ("Sponsorship Program"); and further authorizing the
City Manager to execute any additional documents or agreements which may be required to
effectuate the Committee's recommendations.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City
Commission hereby approve and accept the recommendation of the Finance and Economic
Resiliency Committee, at its July 30, 2021 meeting, to establish a Sponsorship Program with the
Sabrina Cohen Foundation, Inc (Foundation) to secure funding for a fully adaptive park project
at Beach View Park and the Adaptive Recreation Center (Center) through naming rights or other
sponsorship opportunities related to the Park Project elements, subject to approval of
Sponsorships by the City Commission and compliance with regulatory requirements; and
approve, in substantial form, Amendment No. 3 to the Collaboration, Funding and Management
Agreement between the City and the Foundation, establishing the guidelines for the
Sponsorship Program; and further authorize the City Manager and City Clerk to execute the
final Amendment and any additional documents or agreements required to effectuate the
Committee's recommendation.
PASSED and ADOPTED this 17u' day of September 2021.
ATTEST:
�i SEP 2 2�
Raf el E. Granado, City Clerk
Page 691 of 1657
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
Q'i & I (,)- 001� 0 :.-
+City Attorney ..
Resolutions - C7 Q
MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Alina T. Hudak, City Manager
DATE: September 17, 2021
SUBJECT.A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF
THE FINANCE AND ECONOMIC RESILIENCY COMMITTEE, AT ITS JULY
30, 2021 MEETING, TO ESTABLISH A SPONSORSHIP PROGRAM WITH
THE SABRINA COHEN FOUNDATION, INC (FOUNDATION) TO SECURE
FUNDING FOR A FULLY ADAPTIVE PARK PROJECT AT BEACH VIEW
PARK AND THE ADAPTIVE RECREATION CENTER (CENTER) THROUGH
NAMING RIGHTS OR OTHER SPONSORSHIP OPPORTUNITIES
(SPONSORSHIPS) RELATED TO THE PARK PROJECT ELEMENTS,
SUBJECT TO APPROVAL OF SPONSORSHIPS BY THE CITY
COMMISSION AND COMPLIANCE WITH REGULATORY REQUIREMENTS;
AND APPROVING, IN SUBSTANTIAL FORM, AMENDMENT NO. 3 TO THE
COLLABORATION, FUNDING AND MANAGEMENT AGREEMENT
BETWEEN THE CITY AND THE FOUNDATION, ESTABLISHING THE
GUIDELINES FOR THE SPONSORSHIP PROGRAM; AND FURTHER
AUTHORIZING THE CITY MANAGER AND CITY CLERK TO EXECUTE
THE FINAL AMENDMENT AND ANY ADDITIONAL DOCUMENTS OR
AGREEMENTS REQUIRED TO EFFECTUATE THE COMMITTEE'S
RECOMMENDATION.
MR01TV1717,1115119171
The Administration recommends accepting the recommendation of the Finance and Economic
Resiliency Committee, at its July 30, 2021 meeting, to establish a Sponsorship Program with
the Sabrina Cohen Foundation, Inc (Foundation) to secure funding for a fully adaptive park
project at Beach View Paris and the Adaptive Recreation Center (Center) through naming rights
or other sponsorship opportunities related to the Park Project elements, subject to approval of
Sponsorships by the City Commission and compliance with regulatory requirements; and
approve, in substantial form, Amendment No. 3 to the Collaboration, Funding and Management
Agreement between the City and the Foundation, establishing the guidelines for the
Sponsorship Program; and further authorize the City Manager and City Clerk to execute the final
Amendment and any additional documents or agreements required to effectuate the
Committee's recommendation.
Page 621 of 1657
BACKGROUND/HISTORY
Project Timeline
On October 31, 2017, the City Commission adopted Resolution No. 2017-30082, approving a
Management Agreement with the Sabrina Cohen Foundation (the "Foundation"), for the
Foundation to raise the funds and be responsible for all of the expenses related to the City's
design, development, and construction of an Adaptive Recreation Center (the "Center") to be
located within a portion of the City's P72 surface parking lot at 53rd Street and Collins Avenue.
The Agreement provides that the City would be the owner of the Center, which would be used
for the primary purpose of providing the general public, specifically persons living with physical
and cognitive disabilities, with an accessible access point to the beach and related beach
programming.
On July 2, 2018, pursuant to the Agreement's terms, the City Commission adopted Resolution
No. 2018-30377 approving the Foundation's proposed concept plan for the Center.
On January 16, 2019, the City Commission approved Amendment No. 1 via Resolution No.
2019-30671 updating certain technical references, consistent with the concept plan approved
by the City Commission on July 2, 2018 and applicable provisions of the City Code.
On July 31, 2019, the City Commission approved Amendment No. 2 via Resolution No. 2019-
30922 extending the fundraising schedule and deadlines in the Agreement by 12 months to
provide the Foundation with additional time to raise donations for the design and construction of
the Adaptive Recreation Center.
Due to the COVI D-19 emergency, the Foundation was entitled to an extension to their
fundraising schedule and deadline, which is set to expire in September 2021.
Project Costs
The project includes a new 3 -story wellness center that will house an adaptive gym, rooftop
pool, robotics lab, locker rooms, and storage space for the Adaptive Beach Days Program.
Planned services include a resource library, yoga and meditation classes and various therapy
forms (water, art, dance, music). The cost of the project is currently estimated at $15 to $20
million to be funded entirely by private donations.
The Foundation has worked with Miami -Dade County to secure funding for an accessible park
to complement the mission of the future Adaptive Recreation Center. Funding has been
secured through the Miami -Dade County Building Better Communities General Obligation Bond
Program, from which the County has allocated $577,000 for the design and construction of
public infrastructure improvements associated with the development of an inclusive outdoor park
(Exhibit "A"). This project is separate from the Adaptive Recreation Center and not included in
the management agreement. On April 29, 2021, the Mayor and City Commission adopted
Resolution No. 2021-31683 accepting a grant allocation.
The funds will be provided to the City on a reimbursement basis. In addition to the $577,000,
the Foundation has separately identified $73,000 in additional funds to be donated to the City
and applied to the project.
Page 622 of 1657
Ocean Terrace Settlement Agreement
A settlement agreement between Ocean Terrace Holding and its related entities and the City
was approved by the City Commission on April 21, 2021. Of the total $3 million contribution to
the City, $1 million is earmarked for the 72nd Street Community Complex and $400,000 is
needed to cover the legal fees for the settlement agreement, leaving a total of $1.6 million that
is uncommitted and available to fund a capital project.
During the June 11, 2021 Finance and Economic Resiliency Committee (FERC) meeting, the
Committee recommended that the City appropriate and match, dollar for dollar, future donations
made to the Foundation for the design and construction of the project, up to an amount not -to -
exceed $1.6 million, and further provided that the Foundation be required to raise the funds
within a period of time specified by the Mayor and City Commission.
At the June 23, 2021 Commission meeting, Resolution No. 2021-31751 was passed directing
the City to appropriate an amount not -to -exceed $2.5 million, for the City to match future
donations made to the Sabrina Cohen Foundation for the design and construction of the
Adaptive Fitness and Recreation Center, to be located at 53rd Street and Collins Avenue,
provided that the Foundation raise the funds within a period of time to be determined by the
Mayor and City Commission.
ANALYSIS
During the July 30, 2021 FERC meeting, the Committee approved the project scope and
conceptual plan, as well as accepted the Foundation's donation of up to $73,000 to the City for
the adaptive outdoor park project. The Committee also approved authorization via an
amendment to the Collaboration, Funding and Management Agreement between the City and
Foundation (Exhibits "B", "C", and "W), which will allow the City to work with the Foundation to
leverage additional funding and offset additional costs for the outdoor park project, and for the
designand construction of the adaptive recreation center.
Additional funding will be secured through sponsorships in the form of, but not limited to, a brick
paver program and the naming opportunities of park amenities. These sponsorships will be
recognized in the form of a small plaque or on a donor board located within the park. Outlined
below are the initial proposed sponsorship opportunities, which are subject to modification
during the fundraising efforts:
Naming Opportunities
• Art I nstallation: $25,000
• The Pathway of Inclusion: $150,000
• Bridge to the Beach: $150,000
• 1 st of its kind Beach Viewing Platforms (North & South): $150,000 each
• Outdoor Fitness Area: $100,000
• Equipment in Outdoor Fitness Area: $25,000 each
• Plant Sculpture Mazes: $100,000
• Butterfly Garden: $100,000
• Climbing Mounds/Open Play Space: $100,000
• Picnic Benches: $10,000 each
• Children's Outdoor Playground:
"The Classroom": $150,000
Zipline: $100,000
Page 623 of 1657
Swings: $100,000
Play Structure/Slides: $100,000
Approval Process:
Recognition from the naming opportunities will follow all established City standards. It will also
require a positive recommendation from Neighborhoods and Quality of Life Committee and
approval from the full City Commission. It will then be followed by a public hearing and a 5/7t'
City Commission vote, as all plaques/signage require a Land Development Regulations (LDRs)
waiver, as per Section 138-5 of the City Code, entitled, "General advertising signs," which
specifically states: "[n]o general advertising sign shall be constructed, erected, used, operated
or maintained in the City."
Brick Paver Program: "The Pathway to Inclusion"
As part of the plans for the project, a new and improved ADA accessible pathway within the park
will be created. There is an opportunity for 11,000 bricks to be purchased for the follow fee:
* 4" x 8" Bricks: $500
• 8" x 8" Bricks: $1,000
Approval Process:_
Recognition from the brick paver program will follow all established City standards. All pavers
are subject to approval by the City Manager or her designee.
In addition, Amendment No. 3 will include clarification that all surplus funding would go towards
the design and construction of the Center and would count towards the Foundation's fundraising
goal for the Center.
SUPPORTING SURVEY DATA
N/A
FINANCIAL INFORMATION
N/A
Am ount(s)/Account(s):
N/A
Applicable Area
Middle Beach
Is this a "Residents Rigbt
to Know" item, pursuant to
City Code Section 2-147
Yes
Strategic Connection
Non -Applicable
Legislative Tracking
Parks and Recreation
Does this item utilize G.O.
Bond Funds?
Yes
Page 624 of 1657
ATTACHMENTS:
Description
❑ ExhibitA- MDC Resolution No. R-913-04
❑ Exhibit B - Collaboration Funding and Management Agreement between CMB and Sabrina
Cohen Foundation
❑ Exhibit C —Amendment No. 1 to Collaboration, Funding and Management Agreement
❑ Exhibit D — Amendment No. 2 to Collaboration, Funding and Management Agreement
❑ Exhibit E — Draft Amendment No. 3 to Collaboration, Funding and Management Agreement
❑ Resolution
Page 625 of 1657
OFFICIAL F= COPY
CLE M OF TAE HOARD
OF COUNTY CohnWISSION- M
)ZA10-DADS COUNTY. FLORIDA
MEMORANDUM
TO: Honorable Chairman Jose "Pepe" Diaz
and Members, Board of County Commissioners
FROM: Geri Bonzon-Keenan
County Attorney
Agenda Item No. 5(C)
DATE: April 20, 2021
SUBJECT: Resolution approving significant
modification to Building Better
Communities General Obligation
Bond ("Bond") Program Project
No. 161- "Unincorporated
Municipal Service Area —
Infrastructure Improvements",
as identified in Appendix A to
Resolution No. R-913-04, after
Resolution No. R-257-21
a public hearing, to change the
project name and location;
approving allocation of
$577,000.00 to the City of Miami
Beach of Project No. 161 funds
for infrastructure improvements
associated with development
of Sabrina Cohen Adaptive
Recreation Center to be built
at 5301 Collins Avenue, Miami
Beach, Florida 33140
The accompanying resolution was prepared and placed on the agenda at the request of Prime Sponsor
Commissioner Eileen Higgins.
GBK/smm
Geri Bonzon-Keenan
County Attorney
Page 6�6 of 1657
MEMORANDUM
(Revised)
TO: Honorable Chairman Jose "Pepe" Diaz
and Members, Board of County Commissioners
FROM:2oLnzon---K`eenan
County Attorney
Please note any items checked.
DATE: April 20, 2021
SUBJECT: Agenda Item No. 5(C)
"3 -Day Rule" for committees applicable if raised
6 weeks required between first reading and public hearing
4 weeks notification to municipal officials required prior to public
hearing
Decreases revenues or increases expenditures without balancing budget
Budget required
Statement of fiscal impact required
Statement of social equity required
Ordinance creating a new board requires detailed County Mayor's
report for public hearing
No committee review
Applicable legislation requires more than a majority vote (i.e., 2/3's
present , 2/3 membership , 3/5's , unanimous , CDMP
7 vote requirement per 2-116.1(3)(h) or (4)(c) , CDMP 2/3 vote
requirement per 2-116.1(3)(h) or (4)(c) , or CDMP 9 vote
requirement per 2-116.1(4)(c)(2) _) to approve
Current information regarding funding source, index code and available
balance, and available capacity (if debt is contemplated) required
Page 6Y of 1657
Approved Mayor Agenda Item No. 5(C)
Veto 4-20-21
Override
RESOLUTION NO. R-257-21
RESOLUTION APPROVING SIGNIFICANT MODIFICATION
TO BUILDING BETTER COMMUNITIES GENERAL
OBLIGATION BOND ("BOND") PROGRAM PROJECT NO.
161 - "UNINCORPORATED MUNICIPAL SERVICE AREA —
INFRASTRUCTURE IMPROVEMENTS", AS IDENTIFIED IN
APPENDIX A TO RESOLUTION NO. R-913-04, AFTER A
PUBLIC HEARING, TO CHANGE THE PROJECT NAME AND
LOCATION; APPROVING ALLOCATION OF $577,000.00 TO
THE CITY OF MIAMI BEACH OF PROJECT NO. 161 FUNDS
FOR INFRASTRUCTURE IMPROVEMENTS ASSOCIATED
WITH DEVELOPMENT OF SABRINA COHEN ADAPTIVE
RECREATION CENTER TO BE BUILT AT 5301 COLLINS
AVENUE, MIAMI BEACH, FLORIDA 33140
WHEREAS, pursuant to Resolution No. R-914-04 ("Public Infrastructure Resolution'), the
voters of Miami -Dade County (the "County") approved the issuance of general obligation bonds in a
principal amount not to exceed $352,182,000.00 to construct and improve walkways, bikeways,
bridges and access to the Seaport and other municipal and neighborhood infrastructure improvements
to enhance quality of life; and
WHEREAS, Appendix A to the Public Infrastructure Resolution lists projects eligible for
funding from the Building Better Communities General Obligation Bond Program (the "Bond
Program") by project number, municipal project location, Commission district, project name, project
description, street address and allocation; and
WHEREAS, one of the original projects listed in Appendix A to the Public Infrastructure
Resolution is Project No. 161 — "Unincorporated Municipal Service Area — Infrastructure
Improvements" ("Project No. 161") in Commission District 5, with a municipal project location of
Page 61 of 1657
Agenda Item No. 5(C)
Page No. 2
unincorporated Miami -Dade County, a project location of "various", an original allocation of
$577,000.00 and a project description as follows: "Various infrastructure improvements to include
but not be limited to: sidewalks, resurfacing and guardrails in District 5"; and
WHEREAS, to date, no funds from Project No. 161 have been spent; and
WHEREAS, according the 2010 U.S. Census Bureau, nearly one in five U.S. residents have
a disability; and
WHEREAS, the City of Miami Beach (the "City"), in collaboration with the Sabrina Cohen
Foundation (the "Foundation"), is in the process of developing the Sabrina Cohen Foundation
Adaptive Recreation Center at 5301 Collins Avenue, Miami Beach, Florida 33140 which will consist
of a City -owned building (the "Center") for community wellness and recreation programs focusing
on persons with various disability needs along with associated public, outdoor facilities and amenities
(the "project"); and
WHEREAS, the project is located on the beach and will be open to, and serve, all County
residents and visitors worldwide; and
WHEREAS, the project will be unique in Florida and the United States as it will provide
access to the beach as well as a state-of-the-art health and wellness facility for County residents,
tourists worldwide and visitors living with disabilities and mobility challenges; and
WHEREAS, since 2016, the Foundation has hosted Adaptive Beach Days twice a month to
provide access to the beach and ocean for disabled individuals, veterans; children with special needs,
and the elderly; and
Page 6�P of 1657
Agenda Item No. 5(C)
Page No. 3
WHEREAS, the project will be developed in two phases, consisting of the outdoor public
access space and amenities as phase 1 to allow for year-round access to the beach, and the Center as
phase 2; and
WHEREAS, the Center and outdoor public access space will be equipped with adaptable
playgrounds, picnic areas, accessible walkways, and exercise equipment, and additional quality of
life improvements for the community at large; and
WHEREAS, the Center and surrounding outdoor public space will put the County, the City,
South Florida, and Florida on the map as a welcoming and accommodating destination for those with
disabilities and their families; and
WHEREAS, the goal of the County, the City, and the Foundation is to improve the quality
of life and make the County an accessible place for residents and visitors; and
WHEREAS, the project will, most importantly, be an invaluable amenity and service to
County residents and visitors worldwide that are physically disabled and allow them to enjoy the
beach; and
WHEREAS, the project will be developed, owned and operated by the City and the design
and construction of the public infrastructure improvements needed for the project are approximately
$650,000.00, which will be developed as part of phase 1; and
WHEREAS, this Board desires to approve a significant modification of Project No. 161 to
modify the municipal project location from "UMSA" to "Miami Beach" and the name of Project No.
161 from "Unincorporated Municipal Service Area — Infrastructure Improvements" to "Infrastructure
Improvements"; and
Page 6�0 of 1657
Agenda Item No. 5(C)
Page No. 4
WHEREAS, this Board further desires to approve an allocation of $577,000.00 of Project
No. 161 funds to the City for the design and construction of the public infrastructure improvements
associated with the project; and
WHEREAS, the Project No. 161 funds will go towards development of phase 1 of the project,
and the Foundation has identified the remaining $73,000.00 in additional funds necessary to complete
phase 1; and
WHEREAS, the City's contribution to the project is the public land and the Center,
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY
COMMISSIONERS OF MIAMI-DADE COUNTY, FLORIDA, that this Board:
Section 1. After a public hearing, approves the significant modification of Project No.
161 to modify the municipal project location from "UMSA" to "Miami Beach" and the name of
Project No. 161 from "Unincorporated Municipal Service Area — Infrastructure Improvements" to
"Infrastructure Improvements".
Section 2. Approves the allocation of $577,000.00 of Project No. 161 funds to the City
for the design and construction of the public infrastructure improvements associated with the project.
The Prime Sponsor of the foregoing resolution is Commissioner Eileen Higgins. It was
offered by Commissioner Eileen Higgins , who moved its adoption. The motion was
seconded by Commissioner Oliver G. Gilbert, III and upon being put to a vote, the vote was as
follows:
Page 6t1 of 1657
Agenda Item No. 5(C)
Page No. 5
Jose "Pepe" Diaz, Chairman aye
Oliver G. Gilbert, III, Vice -Chairman aye
Sen. Rene Garcia
aye
Keon Hardemon
aye
Sally A. Heyman
aye
Danielle Cohen Higgins
aye
Eileen Higgins
aye
Joe A. Martinez
aye
Kionne L. McGhee
aye
Jean Monestime
aye
Raquel A. Regalado
aye
Rebeca Sosa
aye
Sen. Javier D. Souto
aye
The Chairperson thereupon declared this resolution duly passed and adopted this 20'h day of
April, 2021. This resolution shall become effective upon the earlier of (1) 10 days after the date of
its adoption unless vetoed by the County Mayor, and if vetoed, shall become effective only upon an
override by this Board, or (2) approval by the County Mayor of this resolution and the filing of this
approval with the Clerk of the Board.
MIAMI-DADE COUNTY, FLORIDA
BY ITS BOARD OF
G0MM�ss COUNTY COMMISSIONERS
0
Go UN n ,Z HARVEY RUVIN, CLERK
*`* Melissa Adames
By:
Deputy Clerk
Approved by County Attorney as
to form and legal sufficiency.
Monica Rizo Perez
Page 612 of 1657
aul-i - 3mg,_
COLLABORATION, FUNDING AND MANAGEMENT AGREEMENT
BETWEEN
THE CITY OF MIAMI BEACH, FLORIDA
AND
THE SABRINA COHEN FOUNDATION, INC.
FOR
AN ADAPTIVE RECREATION CENTER
THIS AGREEMENT, is made and executed on this 2nd day of November, 2017, by and
between the CITY OF MIAMI BEACH, a municipal corporation organized and existing under the
laws of the State of Florida ("City"), and THE SABRINA COHEN FOUNDATION, INC., d/b/a
The Sabrina Cohen Foundation, a Florida not-for-profit corporation, whose principal office is
located at 1800 Sunset Harbour Drive, #2406, Miami Beach, Florida, 33139 ("FOUNDATION")
(each, a "Party," and collectively, the "Parties").
RECITALS:
WHEREAS, since 2015, the City has explored opportunities to provide greater access to
the City's beaches to persons living with physical and cognitive disabilities, including through
development of a wellness center on City -owned property; and
WHEREAS, the City is the owner of certain real property located at and around 5301
Collins Avenue, which includes City Fire Station 3, the parking lot areas east and south of Fire
Station 3, Beach View Park, and associated facilities (the "Property"); and
WHEREAS, in an effort to provide enhanced recreational programming at Beach View
Park and greater access to the City's beaches, the City desires to expand the footprint available
for Beach View Park facilities, without reducing any existing Park greenspace, and to use a
portion of the Property to provide expanded parks and recreation services to the public,
including persons living with physical and cognitive disabilities, seniors living with disabilities,
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and able-bodied individuals with temporary injuries; and
WHEREAS, the FOUNDATION is a Florida not-for-profit corporation of the State of
Florida, that exists as a 501(c)(3) public charity under the Internal Revenue Code, and currently
operates a successful adaptive beach day program within the City of Miami Beach, with
accessible beach programming at or near Allison Park; and
WHEREAS, in view of the limited funding available to the City to support its City-wide
parks and recreational needs, the FOUNDATION approached the City with a proposal to
provide the necessary funding for the design, development, and construction of a City -owned
adaptive recreational facility (hereinafter referred to as the "Adaptive Recreation Center" or
"Center") which, once completed, will be used in accordance with this Agreement for the
purposes specified herein, with the intent of providing an accessible access point to the beach,
and beach programming for persons living with physical and cognitive disabilities, seniors living
with disabilities, and able-bodied individuals with temporary injuries; and
WHEREAS, on March 22, 2017, Commissioner Joy Malakoff sponsored a referral to the
Finance and Citywide Projects Committee ("Finance Committee"), for discussion of a possible
agreement with the FOUNDATION for the Center at the Property; and
WHEREAS, on April 17, 2017, the City conducted a community outreach meeting to
obtain public input as to the conceptual terms of the FOUNDATION's proposal; and
WHEREAS, on April 22, 2017, the Finance Committee discussed the FOUNDATION's
proposal for the Center, obtained public input with respect to the FOUNDATION's proposal, and
directed the Administration to work with the FOUNDATION to develop an agreement with
respect thereto; and
WHEREAS, the City and the FOUNDATION prepared an agreement with the proposed
terms for the FOUNDATION's funding of the design, development and construction costs for the
Center, and management and operation thereof, which was presented to the City Commission
at its July 26, 2017 meeting; and
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WHEREAS, at the July 26, 2017 City Commission meeting, following public input and
discussion, the Mayor and City Commission endorsed the concept for the Center at the
Property, and referred the proposed Agreement to the Finance Committee for further review and
comment; and
WHEREAS, at the July 28, 2017 Finance Committee meeting, the Finance Committee
discussed the terms of the proposed Agreement, provided additional direction to the
Administration and City Attorney's Office with regard to proposed terms for the Agreement, and
provided the public with an additional opportunity to comment on the proposed Agreement; and
WHEREAS, at the September 20, 2017 Finance Committee meeting, the Finance
Committee considered a revised draft of the proposed Agreement (incorporating the Finance
Committee's July 28, 2017 comments, as well as other negotiated terms), heard additional
public input and comment, and favorably recommended that the City Commission approve this
Agreement; and
WHEREAS, following further public input, on _3L, 2017, the City Commission
adopted Resolution No. 2017- 3L)o (4, and approved this Agreement; and concluded that,
subject to the FOUNDATION's obligation to cover the costs for the design, development and
construction of the Center, the City is desirous of forging a partnership with FOUNDATION to
manage the proposed Center on a portion of the Property, and has deemed that it would be in
the City's best interest to utilize FOUNDATION's prior experience in developing adaptive beach
programming in Miami Beach.
NOW THEREFORE, in consideration of the premises and the mutual covenants and
conditions herein contained, it is agreed by the parties hereto as follows:
SECTION 1. INCORPORATION OF RECITALS. The above recitals are true and correct and
are incorporated by reference as if fully set forth herein.
SECTION 2. THE PREMISES: GRANT OF RIGHTS.
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2.1. The premises shall consist of a footprint of approximately (but not more than )
5,000 square feet of land located east of 5301 Collins Avenue, on a portion of the Property
described in Exhibit "A," attached hereto, and which shall contain a two-story building of up to a
maximum (but no more than) 10,000 sq. ft., with a maximum (but not to exceed) height of
twenty four (24) feet, and with the final precise location on the Property to be determined by,
and subject to the final approval of, the City Commission, as part of the design development
process outlined in Section 6 of this Agreement (the approved location/site of the Center on the
Property shall hereinafter be referred to as the "Premises").
2.2. The City, as of the Possession Date (as defined in Section 3 herein), and
provided that the FOUNDATION has (i) raised all of the funds required for the design,
development, and construction of the Center, and (ii) timely and satisfactorily complied with all
of its obligations pursuant to Sections 4, 5 and 6 of this Agreement, grants to FOUNDATION,
and FOUNDATION accepts from the City, this Agreement for the exclusive use, management,
coordination, and operation of the Center, for the Term (as defined in Section 3 herein), in
conformance with the purposes stated herein, and subject to all the terms and conditions set
forth herein. As of the Possession Date, and during the Term, FOUNDATION shall have the
primary use and occupation of the Premises and the Center, and shall be responsible for the
Center's management, operation, programming, and maintenance.
2.3. As of the Possession Date, FOUNDATION shall accept the Premises and the
Center, in their "as is" condition, and, except as specifically provided herein, without any
representations or warranties of any kind or nature whatsoever by City as to their respective
condition or as to their use or occupancy which may be made thereof.
2.4. At no time shall the Premises or the Center include, nor reduce, any existing
Beach View Park greenspace.
SECTION 3. EFFECTIVE DATE: POSSESSION DATE: TERM.
3.1 This Agreement shall be effective on the date it is signed by both Parties
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("Effective Date").
3.2 The term of this Agreement shall commence on the date of issuance of a final
certificate of occupancy by the City of Miami Beach Building Department for the Center
("Possession Date"), and shall continue thereafter for a term of nine (9) years (the "Term").
3.3 Within thirty (30) days after the Possession Date, the City Manager and
FOUNDATION shall execute a written memorandum, filed with the City Clerk, for the purpose of
memorializing the Possession Date, the date of expiration of the Term, and the use period
referenced in Section 5 of this Agreement.
SECTION 4. DEVELOPMENT OF ADAPTIVE RECREATION CENTER.
4.1. The FOUNDATION agrees to cover any and all hard and soft costs required for
the design, development and construction of the Center including, without limitation, any permit
fees or impact fees that may be required, and any and all furniture, fixtures and equipment
required to manage and operate the Center for its intended purposes (Collectively, all such
design, development, and construction costs shall be hereinafter referred to as the "Project
Costs").
4.2. THE FOUNDATION ACKNOWLEDGES THAT THE CITY HAS NOT
IDENTIFIED OR APPROPRIATED ANY CITY (OR OTHER) FUNDS FOR THE DESIGN,
DEVELOPMENT, AND CONSTRUCTION OF THE CENTER, OR FOR ANY PROGRAMMING,
MANAGEMENT OR OPERATION COSTS AT THE CENTER. THE FOUNDATION FURTHER
ACKNOWLEDGES AND AGREES THAT BY ENTERING INTO THIS AGREEMENT, THE
CITY SHALL HAVE NO OBLIGATION TO CONTRIBUTE ANY FUNDS FOR THE PROJECT
COSTS, OR FOR ANY PROGRAMMING, MANAGEMENT OR OPERATION COSTS. ANY
CITY FUNDING COMMITMENTS WITH RESPECT THERETO SHALL REQUIRE PRIOR CITY
COMMISSION APPROVAL, WHICH APPROVAL, IF GIVEN AT ALL, SHALL BE AT THE
CITY COMMISSION'S SOLE DISCRETION.
4.3. In order to permit the FOUNDATION time to engage in the necessary
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fundraising, the City will not use the Premises or dedicate the Premises for any purpose other
than its current use as a municipal surface parking lot, for the period of time provided in Section
7 hereof (during which time, the FOUNDATION shall be required to actively raise the necessary
funds to cover the Project Costs).
4.4. Any funds the City accepts from the FOUNDATION for the Center shall be used
exclusively to support the design, development and construction of the Center. Any donations
transferred by the FOUNDATION to the City for the Center (the "Project Donations") shall be
accounted for separately, in a restricted special revenue fund, and used solely by the City for
payment of Project Costs.
4.5. The Parties acknowledge and agree that the Premises and Center shall be
owned by the City, as a parks and recreation building under the auspices of the City's Parks and
Recreation Department. At all times, City shall retain ownership of the Premises and the
Center. With respect to furniture, fixtures and equipment, the FOUNDATION shall own any
furniture, non -permanent fixtures, and equipment that is paid for with FOUNDATION funds. The
City shall own all permanent fixtures, as well as any equipment, non -permanent fixtures and
furniture paid for by the City, if any, as part of the City's Parks and Recreation Department asset
inventory.
4.6. The City's Office of Grants Administration shall meet and work with the
FOUNDATION in good faith to identify potential grant opportunities that may be available to
either the City, the FOUNDATION, or both, in support of the design, development, and
construction of the Center. The FOUNDATION shall otherwise be responsible for applying for
any grants in support of the Center. With respect to grant opportunities that may only be
available to the City (in its capacity as a public entity), the City, in good faith, may, at its sole
discretion, apply for such grants, provided that the City shall have no obligation to apply for
grants that require a City funding match, unless such grant application is approved by the City
Commission, and which approval shall be at the City Commission's sole discretion. Except as
Page 638 of 1657
otherwise stated above. City's sole obligation pursuant to this subsection shall be to meet with
the FOUNDATION to assist in identifying potential grant opportunities for the FOUNDATION to
follow-up on, at its discretion.
-4.7. The FOUNDATION agrees that, as part of its fundraising efforts, it will not accept
any donation, grant, or other funds for the design, development or construction of the Center
that contains any restriction or imposes any requirements on the City (other than the general
restriction that any donation, grant, or other funds be applied for the design, development or
construction of the Center); and, specifically, the FOUNDATION shall not accept any donation,
grant or other funds that include, without limitation, any requirement of specific programming at
the Center, any requirement that would involve the expenditure of public funds, or any limitation
with respect to the City's selection of any manager/operator for the Center. All donations,
grants, or other funding that require any interior or exterior naming rights shall be subject to the
provisions of this Agreement, including Section 16 hereof, and the City's Naming Ordinance, as
codified in Chapter 82, Article VI, Sections 82-501 through 82-505 of the City Code, as may be
amended from time to time. The City's intent with respect to the foregoing is not to restrict the
FOUNDATION's fundraising efforts, but rather to ensure that any funds transferred to the City
for the design, development, and construction of the Center are strictly for the Project Costs,
and do not include any additional use restrictions or other commitments that the City
Commission has not previously approved.
SECTION 5. APPROVED PERMITTED USES OF THE ADAPTIVE RECREATION CENTER.
5.1. The City agrees that following the issuance of a final certificate of occupancy for
the Center, the Center shall be used solely (i) as an adaptive recreation center serving persons
living with physical and cognitive disabilities, seniors living with disabilities, and able-bodied
individuals with temporary injuries; and (ii) for ancillary uses reasonably or logically connected
thereto (such ancillary uses including, without limitation, strength, conditioning, cardio,
resistance training, yoga, meditation, art and music classes, wellness programs or related
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activities, charitable fundraisers, specialty sales [such as sunscreen lotion, towels, and the like],
and the sale of food and non-alcoholic beverages), as well as supporting beach access and
connectivity programs including, without limitation, adaptive surf and scuba, shoreline flotation
and swimming programming (together, the uses in Section 5.1(i) and 5.1(ii) shall be defined as,
and may hereinafter be referred to as, the "Approved Uses"), The Premises shall be used by
FOUNDATION solely and exclusively for the Approved Uses, or such other uses as may be
approved by the City Commission, as set forth in Section 5.2 below, and for no other purposes
or uses whatsoever.
5.2. In the event that the FOUNDATION seeks to use the Premises for any use other
than the Approved Uses, the FOUNDATION shall notify the City Manager of the proposed new
use, in writing. If the City Manager determines that the proposed new use is not reasonably or
logically connected to the Approved Uses, then each such proposed new use shall be subject to
the prior written approval of the City Commission, which approval, if given at all, shall be at the
City Commission's sole discretion, and which shall be memorialized as an amendment to this
Agreement.
5.3. In no event shall the Center be used as a hall for hire, banquet hall, or
similar third -party venue rental, or for the sale of alcoholic beverages (provided,
however, that the FOUNDATION may serve alcoholic beverages at charitable fund-raisers
at the Premises from time to time).
5.4. If the FOUNDATION uses the Premises or the Center for any purposes and/or
uses not expressly approved in Section 5 herein, such use shall be considered a default under
this Agreement and the City shall be entitled to all remedies, including termination of this
Agreement (upon expiration of the applicable notice and cure period), as set forth in Section 27
herein. In addition, notwithstanding any other terms of this Agreement, the City shall be entitled
to seek immediate relief, whether at law or equity, to restrain such improper use(s).
5.5. If at any time during the Term, the FOUNDATION or any successor organization
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is not able to cover the operating, maintenance and programming costs for the Center, in the
manner as contemplated herein, the City shall use good faith efforts to seek another qualified
vendor to assume the maintenance and programming obligations described herein and, in the
event that the City is unable to secure an agreement with another qualified vendor, the City shall
assume control of the Center and shall use the Center for the most closely -related Parks
Department purposes, as determined by the City Commission in its reasonable discretion,
provided, however, that the Center building shall continue to serve as an accessible entry point
to the beach. In determining the most "closely related" Parks Department purposes, the Parties
agree that the City may use the Center for Parks Department programming, such as providing
general wellness or recreational programming, in combination with beach accessibility (which
may be satisfied, without limitation and by way of example only, by making available electric
beach chairs at the Premises, and providing space within the Center for persons to temporarily
store their wheelchairs while the electric beach chairs are in use).
5.6. Following the Possession Date, and for a period of forty (40) years thereafter, the
City agrees that the Center building shall be used for the benefit of the public, for the Approved
Uses and purposes as provided herein, pursuant to Sections 5.1 through 5.5 of this Agreement.
5.7. The provisions of this Section 5 shall specifically survive termination of this
Agreement.
SECTIONS. PROJECT ADMINISTRATION AND BUDGET FOR DESIGN, DEVELOPMENT
AND CONSTRUCTION OF ADAPTIVE RECREATION CENTER.
6.1. The budget of the Project Costs for the design, development, and construction of
the Center shall be subject to the mutual agreement of the City and the FOUNDATION, and
subject to final approval by the City Commission. The budget shall include a 10% contingency
for the City to cover unforeseen circumstances and Project Costs, and the Center will be
designed to this budget.
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6.2. The design, development, and construction of the Center shall be administered
as a City project in accordance with all City procurement and applicable laws, including, without
limitation, LEED certification requirements, and the budget for the Center shall reflect such
requirements. The City shall be responsible for entering into the contract with the architect -
engineer, the construction contractor, and any ancillary professionals or other vendors required
to complete the Center and related improvements, and the City's Capital Improvements Office
shall serve as the contract administrator. Once the budget for the Project Costs is established,
the FOUNDATION and City shall finalize the project schedule, outlining proposed timeframes
for FOUNDATION's fund-raising efforts (based on the milestones set forth in Section 7 of this
Agreement), and timeframes for the completion of Project -related deliverables.
a. No later than six (6) months following the Effective Date, the
FOUNDATION, at its sole cost and expense, shall submit to the City Manager a preliminary
draft concept design, and a proposed operating plan, with sufficient detail to enable the City to
accurately estimate the Project Costs, including construction costs, FF&E costs, and the
operation and maintenance costs of the Center ("Draft Concept Plan"). The Draft Concept Plan
shall, at a minimum, include details with respect to the proposed design for the Center, including
layout and siting, preliminary elevations, size of building footprint, height, and other
improvements and appurtenances proposed upon the Premises. Upon the FOUNDATION's
submission of the Draft Concept Plan to the City Manager, the City Manager shall have sixty
(60) days to review and provide the FOUNDATION with any comments thereto, including
comments with respect to a preliminary estimate of Project Costs.
b. Following the City Manager's review of the Draft Concept Plan and
development of a preliminary estimate of the Project Costs, as outlined in this Section 6, the
FOUNDATION may submit and seek City Commission approval of two (2) versions of its
concept design, including: (i) a base concept design, with a proposed design and scope
sufficient to meet the intended purposes of the Center (the "Base Concept Design"); and (ii) an
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enhanced concept design, with additional design features or components that may be included
if the FOUNDATION exceeds its fund-raising goals ("Enhanced Concept Design") (collectively,
the Base Concept Design and the Enhanced Concept Design shall be referred to herein as the
"Concept Plan"). At a minimum, the Concept Plan shall include landscaped, vegetative "green"
roof elements, and shall ensure that no public access to the City's beach is blocked. In
considering the FOUNDATION's proposed Concept Plan, the City Commission shall also
consider the City Manager's comments or recommendations, if any, with respect to the
proposed Concept Plan.
C. The Concept Plan shall be subject to approval by the Mayor and City
Commission at a regularly noticed meeting, which approval shall not be unreasonably withheld.
Should the City Commission decline to approve the Concept Plan, the City Commission may
either grant the FOUNDATION additional time to submit a revised Concept Plan for its
consideration, or the Commission may terminate this Agreement, at its sole discretion. In the
event of termination of this Agreement pursuant to this subsection, each Party shall bear its own
costs and expenses incurred in connection with this Agreement, and, except as otherwise
stated in this Agreement, neither Party shall have any further liability to the other.
6.3. The design documents, including plans and specifications, for the Center, shall
be developed consistent with the approved Concept Plan. During the design development
period, the FOUNDATION agrees to provide City with input with respect to design development.
The City agrees to provide full consideration to the FOUNDATION's input, particularly with
respect to aspects of the design that may enhance the use of the Premises for its intended
accessibility -related purposes. All design documents, plans and specifications shall be subject
to City Manager's final approval, and all applicable governmental requirements, including
regulatory approval by the Historic Preservation Board and agencies having jurisdiction over the
Premises.
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6.4. As part of the design development process, the City shall require the
architect/engineer to provide an updated estimate of the construction costs, and the estimate of
total Project Costs shall be adjusted accordingly, with the budget for the Center to be subject to
City Commission approval. In the event the estimates to design/construct the Facility exceed
available funds, or in the event cost overruns with respect to the Project Costs are anticipated or
experienced during the construction of the Center, the City and the FOUNDATION shall work
together to either identify additional funds or adjust the project scope, as necessary. Except for
the expenditure of the funds received from the FOUNDATION for the Center, City shall have no
obligation to expend any funds to design, construct, equip or operate the Center.
In the event the Center and related improvements are developed, designed and
constructed for less than the amounts contributed by the FOUNDATION for Project Costs, then
any unused Project Donations shall be returned to the FOUNDATION within 60 days following
(i) the issuance of a Certificate of Occupancy and (ii) receipt of a certificate of final
payment/release of all claims from the construction contractor.
6.5. The City Manager, at his or her discretion, may request the participation of a
FOUNDATION representative on the evaluation committee for the architect/engineer or
contractor for the project.
SECTION 7. MILESTONES
7.1 The initial milestones for the project are as follows:
a. No later than six (6) months following the Effective Date, the
FOUNDATION shall submit to the City Manager the Draft Concept Plan.
b. The FOUNDATION commits to the following fundraising schedule and
deadlines, based on the estimated budget of Project Costs for the Base Concept Design:
(i) 25% of Project Costs raised (in cash, donation pledges and grant
commitments) within twelve (12) months following the City Commission's approval of the
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Concept Plan;
(ii) 50% of Project Costs raised (in cash, donation pledges and grant
commitments) within twenty-four (24) months following the City Commission's approval of the
Concept Plan; and
(iii) 100% of Project Costs raised (in cash, donation pledges and grant
a
commitments) within thirty-six (36) months following the City Commission's approval of the
Concept Plan.
7.2 The City shall not enter into any binding agreement with an architect/engineer for
the design of the Center until all of the following events have occurred;
a. the FOUNDATION has transferred the funds sufficient to cover the total
contract amount for architectural/engineering fees; and
b. the FOUNDATION has evidenced to the City's Financial Officer that it has
received total donation pledges or grant commitments in an amount sufficient to cover the
remaining Project Costs, and that such pledges and commitments are anticipated to be fulfilled
within nine (9) months following execution of the agreement between City and the
architectlengineer; and
C. any naming rights associated with donations or grants are approved
pursuant to Section 16 herein and the City's Naming Ordinance, but only if such donation is (i)
contingent upon naming rights being conferred, and (ii) if the amount of the donation is required
for purposes of covering the total contract amount for architectural and engineering services for
the Center.
d. The City's agreement with the architect for the Center shall be subject to
the City Commission's prior approval.
e. City will initiate the design solicitation process to select the
architectlengineer for the project, as referenced herein, within ninety (90) days following the
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FOUNDATION's transfer of the funds required for design (currently estimated to be $500,000),
and satisfaction of the requirements of this Section 7.2 (and subsections thereof).
7.3 The City shall not enter into a binding agreement with a construction contractor
for the Center until such time as all of the following events have occurred:
a. the FOUNDATION transfers the funds sufficient to cover the total
estimated construction costs, and
b. any naming rights associated with donations or grants are approved
pursuant to Section 16 herein and the City's Naming Ordinance, but only if such donation is (i)
contingent upon naming rights being conferred, and (ii) if the amount of the donation is required
for purposes of covering the total contract amount for the construction of the Center.
C. The City's agreement with the contractor for the Center shall be subject to
the City Commission's prior approval.
d. City will initiate the construction bid process to select the contractor for
the project, as referenced herein, on the later of (i) the date of completion of design; and ninety
(90) days after the FOUNDATION has transferred the funds required for construction (currently
estimated to be $4 million) and satisfied the requirements of this Section 7.3 (and subsections
thereof).
7.4 As provided in Section 29.4 of this Agreement, the City may terminate this
Agreement for its convenience if the FOUNDATION has not contributed the total Project Costs
to the City within three (3) years following the City Commission's approval of the Concept Plan,
or if the FOUNDATION has not met any of the fund-raising milestones set forth in this Section 7
of this Agreement. Prior to exercising its right to terminate this Agreement for failure to achieve
any of the fund-raising milestones provided in this Section 7, the City, through its City Manager,
shall first provide the FOUNDATION with advance written notice of the City's intent to terminate
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the Agreement for failure to achieve a fund-raising milestone, and a thirty (30) day opportunity to
cure the fund-raising deficiency.
7.5 In the event the FOUNDATION and City agree upon a final Project budget in an
amount other than $4.5 million, the milestone amounts identified in this Section 7 shall be
adjusted on a proportionate basis.
SECTIONS. OPERATION AND MANAGEMENT OF THE ADAPTIVE RECREATION
CENTER.
6.1. From and after the Possession Date, and subject to the Approved Uses in
Section 5 (as same may be amended from time to time), and the terms, limitations and required
approvals contained in this Agreement, FOUNDATION is authorized and required, and shall
have the exclusive right to:
a. Manage and direct the Center and coordinate and supervise all Approved
Uses thereof at the Premises;
b. Maintain and provide for the day-to-day maintenance and housekeeping
for the Premises;
C. Supervise and direct all Center employees and personnel consistent with
the provisions of this Agreement;
d. Maintain and supervise detailed, accurate and complete financial and
other records of all its activities under this Agreement in accordance with generally accepted
accounting principles. All financial records maintained pursuant to this Agreement shall be
retained by FOUNDATION as long as such records are required to be retained pursuant to
Florida Public Records Law, and shall be made available upon reasonable notice by the City;
e. Develop and implement programs and activities which support and
promote the goals and priorities and Approved Uses, as set forth in Section 5; and
f. Coordinate with the City for such public use of the Premises by the City,
as set forth in Section 12.2 of the Agreement, which coordination and cooperation shall not be
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unreasonably withheld. Such public uses of the Premises by the City shall be conducted
pursuant to policies and procedures, which shall be established and mutually agreed upon by
FOUNDATION and the City, within six (6) months ofthe Effective Date..
8.2. Opening Date. The FOUNDATION shall commence operations pursuant to this
Agreement and shall open the Center to the general public within thirty (30) days following the
Possession Date.
8.3. Hours of Operation. The City and FOUNDATION herein agree that the hours of
operation for the Premises shall not exceed 8:00 AM to 9:00 PM, Monday through Sunday, with
the final normal operating hours (within the parameters set forth herein) to be determined on
mutual agreement of the City and FOUNDATION. The parties recognize and acknowledge that,
under certain circumstances (e.g., community events, special programming, etc.),
FOUNDATION will be permitted to extend its hours of operation, but in no event shall said hours
be shortened without the prior written approval of the City Manager or his designee, which
approval shall not be unreasonably withheld.
8.4. High Impact Citywide Events. Upon notice by the City Manager or his or her
designee, the FOUNDATION agrees to close the Center for a maximum of fourteen (14) days
per year, to accommodate City's parking needs during Citywide special events (such as the
annual boat show). The City shall provide the Foundation with at least fourteen (14) days
advance written notice, for the FOUNDATION to close the Center for a special event pursuant
to this Section.
SECTION 9. REVENUE FROM ADAPTIVE RECREATION CENTER RELATED
ACTIVITIES/FINANCIAL RECORDS AND REPORTS.
9.1 Revenue from Premises -Related Activities. The City herein acknowledges that
FOUNDATION may derive revenues from a portion of the uses it conducts at the Center,
including, but not limited to, classes, wellness programs or related activities, charitable
fundraisers for the FOUNDATION or Center, specialty sales (such as sunscreen lotion, towels,
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Foundation -related merchandise, and the like), and the sale of food and non-alcoholic
beverages. FOUNDATION herein acknowledges that all revenue generating uses conducted
upon or from the Premises must be directly related to, consistent with, or used to help fund
FOUNDATION's management, operation, and maintenance of the Premises and Center and, in
the event that revenue(s) pertaining to the Premises exceed expenses during an annual
accounting period, the City and FOUNDATION agree that such excess, if any, may also be
applied by FOUNDATION to support the programming of FOUNDATION. Any revenue -
generating uses conducted upon or from the Premises that are not consistent with the uses in
this subsection, shall first be approved, in writing, by the City Manager or his designee, prior to
commencement of same.
9.2 Financial Records and Reports. FOUNDATION shall keep on the Premises, or
such other place within Miami Dade County, Florida, as approved by the City, true, accurate,
and complete records and accounts of all receipts and expenses for any and all uses, services,
I
programs, events, activities, and/or revenue generating activities/operations being conducted
and/or transacted upon or from the Premises pursuant to this Agreement and shall give the City,
or its designated representative, access during reasonable business hours to examine and audit
such records and accounts. Throughout the term of this Agreement, no later than one hundred
and twenty (120) days following the closing of FOUNDATION's fiscal year (October 1S' —
September 30'', which is also the City's fiscal year), FOUNDATION shall provide the City
Manager or his designee, with an annual report of all activities and/or operations conducted
pursuant to this Agreement for the prior year, along with audited financial statements. Said
statements shall be certified as true, accurate and complete by FOUNDATION and by its
certified public accountant.
SECTION 10. ANNUAL BUDGET AND FUNDING FOR THE ADAPTIVE RECREATION
CENTER.
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10.1 THIS AGREEMENT IS MADE WITH THE EXPRESS CONSIDERATION,
UNDERSTANDING AND AGREEMENT THAT THE FOUNDATION SHALL BE
RESPONSIBLE FOR, AND WILL CONTRIBUTE THE FUNDS REQUIRED TO, DESIGN,
DEVELOP, CONSTRUCT AND THEREAFTER OPERATE, MANAGE AND PROGRAM THE
CENTER. FOUNDATION FURTHER ACKNOWLEDGES AND UNDERSTANDS THAT THE
CITY SHALL IN NO WAY BE OBLIGATED TO SUPPLEMENT AND/OR OTHERWISE
CONTRIBUTE ANY FUNDS FOR FOUNDATION'S DAY-TO-DAY OPERATION,
MAINTENANCE AND/OR PROGRAMMING.
10.2 Annual Budget for the Adaptive Recreation Center. Throughout the Term of this
Agreement, FOUNDATION shall prepare and present, by July 1" of each City fiscal year
(October 1 - September 30"'), a proposed, detailed line item annual operating budget for the
Center, for review and approval by the City Manager and/or his designee, which approval shall
not be unreasonably withheld. Said budget shall include a projected income and expense
statement; projected year end balance sheet; statement of projected income sources; and
application of funds. Additionally, the budget shall also include, but not be limited to, the
following detailed projections:
a. Gross revenues by categories from all revenue sources and revenue
generating activities derived from the Center;
b. Operating expenses of the Center;
C. Administrative, labor and general expenses;
d. Marketing, advertising and promotion expenses;
e. Utility costs;
f. Regular repairs and maintenance costs (to the extent such repairs and
maintenance are the responsibility of FOUNDATION, as provided herein);
and
g. In addition to subsection (f) above, identify for the City, such long term
capital repairs and maintenance of facility infrastructure (which the City is
responsible for, as provided herein); in conjunction with this subsection (f)
FOUNDATION agrees to allow the City and/or its designee access to the
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Premises, as the City may deem necessary for the purpose of the City
conducting its own facility assessment methodology (as is used by the
City in assessing the condition of other City -owned structures).
10.3 Programmatic Plan. Accompanying FOUNDATION's proposed annual budget
shall be the Center programmatic plan for the upcoming fiscal year, detailing the then -known
(planned) activities, events, and operations, and the number of users anticipated. The annual
programmatic plan, including, without limitation, with respect to proposed events at the Center,
shall also be subject to the City Manager's or his designee's review and approval, which
approval shall not be unreasonably withheld.
SECTION 11. MAINTENANCE, REPAIRS, AND ALTERATIONS.
11.1 General Maintenance and Repair. FOUNDATION agrees to maintain the Center,
and every part thereof, in good condition during the term of the Agreement, including the
plumbing, doors and windows, and will not suffer or permit any strip or waste of the Center.
Except as expressly provided in this Agreement, it is understood by the parties hereto that
FOUNDATION shall not be responsible to pay for any costs related to capital repairs or other
improvements or infrastructure that may be required after the Possession Date (i.e. including,
but not limited to, roof, structural elements and infrastructure, HVAC, plumbing and sewer lines,
major electrical, and similar capital improvements) for the Center or the Premises, or repairs, if
any, that may be required to correct any construction -related deficiencies performed by any City
contractors. Notwithstanding the preceding sentence, FOUNDATION shall provide the City with
prompt notice of needed capital and/or infrastructure repairs that are deemed to be required,
and the City shall have a reasonable time thereafter to commence said repairs, at City's cost
and expense.
11.2 Day to Day Maintenance. FOUNDATION shall, at its sole cost and expense, to
the satisfaction of the City, keep, maintain, and repair the Center, and all improvements,
fixtures, and equipment thereon (except for those items the City is responsible for as set forth in
subsection 11.1 above), in good, clean, and sanitary order. FOUNDATION assumes sole
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Page 651 of 1657
responsibility and expense for day to day housekeeping, janitorial services, and routine
maintenance of the interior of the Center, and all improvements, fixtures, and equipment
thereon. This shall include, without limitation, daily removal of litter, garbage and debris
generated by FOUNDATION's use of the Center, including all garbage disposal generated by its
operations and activities. At City's option, FOUNDATION shall be required to obtain, and
continuously maintain in good standing, at its expense, throughout the Term, a maintenance
and repair contract, approved by the City Manager or his designee, , providing for the
preventative maintenance and repair of all air conditioning units servicing the Premises.
FOUNDATION shall comply with all applicable State, Miami -Dade County, and City
laws, codes, rulesor other governmental requirements with regard to its obligations under this
Section.
11.3 Alterations. In the event that FOUNDATION desires or deems it appropriate to
make alterations, additions, or improvements to the Center after the Possession Date, it will
submit plans for same to the City, for the prior written approval of the City Manager or his
designee. No such alterations, improvements, or additions shall be made without the express
written approval of the City Manager and, if approved, shall be made at FOUNDATION's sole
cost and expense, and shall become the property of the City upon termination of this
Agreement. FOUNDATION shall not have the right to create or permit the creation of any lien
attaching to the City's interest in the Center or the Premises as a result of any such alterations,
improvements, or additions.
11.4 Labor/Personnel/Materials/Epuipment/Fumishings. FOUNDATION must provide
and maintain, at its sole cost and expense, all labor, personnel, materials, equipment, and
furnishings, as reasonably required, to operate the Center as an adaptive recreation center, in
accordance with the Approved Uses set forth in Section 5 hereof. In the event any materials,
equipment, and/or furnishings are lost, stolen, or damaged, they shall be promptly replaced or
repaired (funding permitting) at the sole cost and expense of the FOUNDATION.
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Page 652 of 1657
11.5 Orderly Operation. FOUNDATION shall have a neat and orderly operation at all
times and shall be solely responsible for the necessary housekeeping services to properly
maintain the Center. There shall be no living quarters nor shall anyone be permitted to live
within the Center. FOUNDATION shall make the Center available for inspection during hours of
operation by the City Manager or his authorized representative(s).
11.6 Securltv. FOUNDATION shall be responsible for and provide reasonable security
measures which may be required to protect the Center and any of the materials, equipment,
and furnishings thereon. Under no circumstances shall the City be responsible for any stolen or
damaged materials, equipment, and furnishings, nor shall the City be responsible for any
stolen or damaged personal property of FOUNDATION's employees, contractors, patrons,
guests, invitees, and/or other third parties.
SECTION 12. ANNUAL REPORTS FOR USE OF PREMISESICITY USE OF PREMISES.
12.1 FOUNDATION shall provide an annual written report of the activities and events
scheduled in and pertaining to the Center and, with each such report, shall report on the
activities which actually occurred and the approximate riumber of persons participating in those
activities during the previousyear. Any revenue -generating activity(ies) conducted upon or from
the Center must be in accordance with those provided in Section 9 of this Agreement (or,
otherwise approved by the City in accordance therein). All revenues received by FOUNDATION
in connection with uses conducted upon or from the Center shall be dedicated exclusively to
help fund FOUNDATION's management, operation, and maintenance of the Center. In the
event that revenue(s) pertaining to the Center exceed expenses during an annual accounting
period, the City and FOUNDATION agree that such excess, if any, shall first be applied to
provide for the programming and Approved Uses of the Center intended for the next fiscal year,
then to offset any contributions previously made by the City (other than capital improvements as
described in Section 11 of this Agreement), if any, and may then be applied by FOUNDATION
to support the general programming of FOUNDATION. For purposes herein, "revenues" shall
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Page 653 of 1657
also be deemed to include public/private grant funding, and unrestricted donations and
contributions received by FOUNDATION specifically ear -marked toward the operation,
management and programming of the Center. No portion of the net earnings resulting from the
activities of FOUNDATION at the Center shall inure to the benefit of any private individual.
12.2 As provided in Section 5.3 of the Agreement, in no event shall the Center be
used as a hall for hire, banquet hall, or similar third -party venue rental, or for the sale of
alcoholic beverages (provided, however, that the FOUNDATION may serve alcoholic beverages
at charitable fund-raisers or community events at the Center from time to time).
12.3 Notwithstanding the foregoing, the City Manager or his designee, shall have the
absolute and final authority in overseeing FOUNDATION's activities with regard to this
Agreement and its operation and management of the Center, such that the City is assured that
the Center is being operated and utilized in accordance with the terms of this Agreement.
12.4 Use by the City. FOUNDATION and the City have agreed that the Center may be
used by the City for wellness or other programming consistent with the Approved Uses and the
requirements of Section 5. Consistent with this, the City shall have the right to use the Center,
subject to availability, without the payment of any rental or use fee, except that direct out-of-
pocket expenses incurred in connection with such uses (including reasonable expenses
incurred by FOUNDATION in order to open and make the Premises available in connection with
a City use thereof) shall be paid by the City. FOUNDATION and the City agree to develop
mutually acceptable guidelines (such as advance notice requirements for any City use, to permit
City's use of the Premises, in accordance with the terms herein, in a manner that does not
unduly disrupt the FOUNDATION's operations or programming).
SECTION 13. ASSIGNMENT.
FOUNDATION may not assign this Agreement, or any part thereof, without the prior
written approval of the City Commission, which approval shall be given, if at all, at the sole
discretion of the City Commission. Any assignment made in violation of this Section 13 shall be
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Page 654 of 1657
null and void. This Agreement is made with the understanding that FOUNDATION shall at all
times, throughout the term of this Agreement, remain a not-for-profit exempt corporation under
the Intemal Revenue Code, This Agreement shall automatically terminate in the event the
Internal Revenue Service revokes the FOUNDATION's exempt public charity status.
SECTION 14. USE OF THE ADAPTIVE RECREATION CENTER IS PRIMARY.
The Center and the Premises shall exist for the use of the public, for the Approved Uses
consistent with Section 5 and the terms of this Agreement, and the public's right to such use
shall not be infringed upon by any act of the FOUNDATION or any third -party.
SECTION 15. PERMITS: LICENSES: UTILITIES, TAXES: ASSESSMENTS.
15.1 Licenses, Permits. Compliance with Laws. FOUNDATION shall pay any fees
imposed by law for licenses or permits for any uses or activities of FOUNDATION upon the
Center or under this Agreement. The FOUNDATION agrees to comply with all laws, ordinances,
rules and governmental requirements that may be applicable to its performance under this
Agreement, including, without limitation, laws or governmental requirements now in force or
hereafter to be adopted by the City, Miami -Dade County, the State of Florida, and the U.S.
Government.
15.2 Utilities. The FOUNDATION shall pay to the City, before delinquency any and all
charges for utilities at or on the Center (including, but not limited to, water, electricity, gas,
heating, cooling, sewer and telephone, trash collection, and other expenses associated with the
operation of the Premises).
15.3 Procedure If Taxes Assessed. FOUNDATION agrees to and shall pay before
delinquency all taxes and assessments of any kind assessed or levied upon the Center or the
Premises by reason of this Agreement, or by reason of the business or other activities of
FOUNDATION upon or in connection with the Center or the Premises. The Parties agree that
the operation and uses of the Center and the Premises and those operations and uses
convenient and necessary therefore, are for public purposes and, therefore, no ad valorem taxes
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Page 655 of 1657
should be assessed by the Miami -Dade County Tax Appraiser. If, however, said taxes are
assessed by said Property Tax Appraiser, FOUNDATION shall be responsible for payment of
same.
SECTION 16. SIGNAGE; NAMING RIGHTS
16.1 FOUNDATION shall provide, at its sole cost and expense, required signs at all
public approaches to the Center, as determined by FOUNDATION in its reasonable discretion,
said signage containing substantially the following language:
[ l
OPERATED BY THE SABRINA COHEN FOUNDATION
16.2 The FOUNDATION shall have the right to erect interior signage, including,
without limitation, temporary interior signage (such as banners, which shall be subject to the
City Manager's or designee's prior written approval which will not be unreasonably withheld)
and exterior signage; provided, however, that in the case of permanent interior or exterior
signage, the names affixed thereon (including, without limitation, any sponsor names) shall be
subject to approval as required by the City's Naming Ordinance, as codified in Chapter 82,
Article VI, Sections 82-501 through 82-505 of the City Code, as may be amended from time to
time.
16.3 In no event may any interior or exterior signage include the names of any
company selling the following types of products: guns, tobacco, alcohol, gambling, and medical
marijuana.
16.4 All advertising, signage and postings shall be approved by the City and shall be
subject to all applicable planning and zoning requirements of the City.
SECTION 17. FORCE MAJEURE.
17.1 The performance of any act by FOUNDATION or the City hereunder may be
delayed or suspended at any time while, but only so long as, either Party is hindered in or
prevented from performance by acts of God (including, without limitation, hurricanes), the
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Page 656 of 1657
elements of war, rebellion, strikes, lockouts, fire, explosion or any other casualty or occurrence
not due to FOUNDATION's or City's negligence and beyond the reasonable control of the
Parties.
17.2 Premises Unusable. In the event a Force Majeure renders the Center or the
Premises untenantable, in whole or in part, as determined by City, the City may, at its sole
option and discretion: (i) elect, as soon as practicable, to utilize the insurance proceeds to repair
the damaged property; or (ii) elect not to repair or restore the damaged property and, in such
event (and provided further that FOUNDATION does not elect, and/or does not comply with the
procedures for FOUNDATION's repair of the Center using its own funds), this Agreement shall
be terminated as of the date of said occurrence of damage or casualty. Notwithstanding the
preceding sentence, in the event the (a) City elects not to restore or repair the damage; (b)
FOUNDATION gives written notice to the City within sixty (60) days of the casualty that
FOUNDATION is willing to undertake the repair the damage with its own or other available
funds; (c) within twelve (12) months following such notice, FOUNDATION proves, to the City's
sole satisfaction and discretion, that it has adequate funds immediately available to undertake
the repair; and (d) the City and FOUNDATION, each acting in its reasonable discretion, agree
within a reasonable time (but not to exceed six (6) months unless otherwise extended in writing
by City Manager) after the City deems that FOUNDATION has demonstrated that it has
adequate funds to undertake the repair, to the conditions, timing, plans, procedures,
contractors, subcontractors, disbursement mechanisms and other matters with respect to the
repair, then and in that event, FOUNDATION shall be entitled to effect the repair with its own
funds; provided that FOUNDATION must complete any and all repairs and/or restoration no
later than eighteen (18) months from the date of the City's approval of FOUNDATION's funding
capability.
SECTION 18. INSPECTION.
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Page 657 of 1657
FOUNDATION agrees that the Center may be inspected at any time upon reasonable
notice by authorized representatives of the City, or by any other State, County, Federal and/or
municipal officer or agency having responsibilities for inspections of such operations and/or
Center. FOUNDATION agrees to promptly undertake the correction of any deficiency cited by
such inspectors on the Center, which is properly the responsibility of FOUNDATION pursuant to
this Agreement. The City agrees to promptly undertake the correction of any deficiency cited by
such inspectors on the Center, which is properly the responsibility of the City pursuant to this
Agreement.
The City Manager or his designated representatives shall have the right to enter upon
the Center at all reasonable times to examine the condition and use thereof; (including, without
limitation, for the purpose of assessing the condition of the facility, as also referenced in
subsection 10.2(g), provided, only, that such right shall be exercised in such manner so as not
to interfere with FOUNDATION in the conduct of FOUNDATION's activities on the Center; and if
the Center is damaged by fire, windstorm or by other casualty that causes the Center to be
exposed to the elements, then the City may enter upon the Center to make emergency repairs;
but if the City exercises its option to make emergency repairs, such act or acts shall not be
deemed to excuse FOUNDATION from his obligation to keep the Center in repair. If City makes
any emergency repairs pursuant to the terms hereof, FOUNDATION shall reimburse the City for
all such repairs, to the extent said repairs are the obligation of the FOUNDATION under the
terms of this Agreement, upon receipt by FOUNDATION of City's notice of repairs made and
statement and proof of costs incurred.
SECTION 19. WAIVER OF INTERFERENCE.
FOUNDATION hereby waives all claims for compensation for loss or damage sustained
by reasons of any interference with its operation and management of the Center by any public
agency or official as a result of their enforcement of any laws or ordinances or of any of the
rights reserved to the City herein. Any such interference shall not relieve FOUNDATION from
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Page 658 of 1657
any obligation hereunder.
SECTION 20. INSURANCE.
FOUNDATION shall maintain, at FOUNDATION's sole cost and expense, the following
types of insurance coverage at all times throughout the Term of this Agreement:
a. General liability insurance with not less than the following
limits:
General aggregate
$2,000,000
Personal and advertising (injury) $1,000,000
(Per occurrence) $1,000,000
Fire damage $ 100,000
Medical Expense $ 5,000
b. Workers Compensation Insurance shall be required under
the Laws of the State of Florida.
C. Automobile Insurance shall be provided covering all
owned, leased, and hired vehicles and non -ownership
liability for not less than the following limits (only if
FOUNDATION provides transportation services):
Bodily Injury $1,000,000 per person
Bodily Injury $1,000,000 per accident
Property Damage $ 500,000 per accident
d. Property Insurance (fire, windstorm, other perils) shall be
the responsibility of the City in an amount not less than the
final total Project Costs.
The policies of insurance referred to above shall not be subject to cancellation or
changing coverage except upon at least thirty (30) days written notice to City and then subject
to the prior written approval of City. FOUNDATION shall provide City with a Certificate of
Insurance for each such policy, which shall name the City as an additional named insured. All
such policies shall be obtained from companies authorized to do business in the State of Florida
with an A.M. Best's Insurance Guide (latest edition) rating acceptable to the City's Risk
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Page 659 of 1657
Manager, and any replacement or substitute company shall also be subject to the approval of
the City's Risk Manager. Should FOUNDATION fail to obtain, maintain or renew the policies of
insurance referred to above, in the required amounts, the City may, at its sole discretion, obtain
such insurance, and any sums expended by City in obtaining said insurance, shall be repaid by
FOUNDATION to City.
SECTION 21. INDEMNIFICATION.
21.1 FOUNDATION shall indemnify, hold harmless and defend the City, its agents,
servants and employees from and against any claim, demand or cause of action of whatsoever
kind or nature to the extent arising out of any error, omission, or negligent act of FOUNDATION,
its agents, servants or employees in connection with the performance of the FOUNDATION's
obligations under this Agreement.
21.2 In addition, FOUNDATION shall indemnify, hold harmless and defend the City, its
agents, servants and employees from and against any claim, demand or cause of action of
whatever kind or nature arising out of any misconduct of FOUNDATION not included in
subsection 21.1 above and for which the City, its agents, servants or employees are alleged to
be liable. This subsection shall not apply, however, to any such liability as may be the result of
the gross negligence or willful misconduct of the City, its agents, servants or employees.
21.3 Subrogation. The terms of insurance policies referred to in Section 20 shall
preclude subrogation claims against FOUNDATION, the City and their respective officers,
employees and agents.
21.4 The provisions of this Section 21 shall survive the termination and/or expiration of
this Agreement.
SECTION 22. NO LIENS.
FOUNDATION agrees that it will not suffer, or through its actions or anyone under its
control or supervision, cause to be filed upon the Center or the Premises any lien or
encumbrance of any kind. In the event any lien is filed, FOUNDATION agrees to cause such
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Page 660 of 1657
lien to be discharged within thirty (30) days of reciept of notice from the City concerning the
subject lien, and in accordance with the applicable law. If this is not accomplished, the City may
automatically terminate this Agreement, without further notice to FOUNDATION.
SECTION 23. FOUNDATION EMPLOYEES AND MANAGERS.
23.1 The City and FOUNDATION recognize that in the performance of this
Agreement, it shall be necessary for FOUNDATION to retain qualified individuals to effectuate
and optimize FOUNDATION's management and operation of the Center. FOUNDATION shall
conduct background checks for its employees working at the Center, consistent with the criteria
utilized by the City for evaluating applicants for employment. Any such individuals, whether
employees, agents, independent contractors, volunteers, and/or other, retained by
FOUNDATION for such purpose(s) shall not be deemed to be agents, employees, partners,
joint venturers or associates of the City, and shall not obtain any rights or benefits under the civil
service or pension ordinances of the City or any rights generally afforded classified or
unclassified employees of the City; further they shall not be deemed entitled to the Florida
Worker's Compensation benefits as employees of the City. Additionally, FOUNDATION, and/or
any employees, agents, independent contractors, volunteers, and/or others, acting under the
authority and/or with the permission of FOUNDATION for the purpose set forth herein, shall
never have been convicted of any offense involving moral turpitude or a felony. Failure to
comply with this provision shall constitute cause for the termination of this Agreement upon
thirty (30) days written notice and opportunity to cure. FOUNDATION shall have an
experienced manager or managers overseeing the Center at all times. Any criminal activity at
the Center caused by or knowingly permitted by FOUNDATION shall result in automatic
termination of this Agreement.
23.2 Contract Administration.
a. The City's contract administrator shall be the City Manager and/or his
designee. FOUNDATION shall name a specific individual to serve as its
contract administrator.
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Page 661 of 1657
b. The City's contract administrator shall have the authority to give all
approvals for the City while administering this Agreement, with the
exception of items which would require City Commission approval. The
City's contract administrator:
(i) Shall be the liaison between the City and FOUNDATION on all
matters relating to this Agreement.
(ii) Shall be responsible for ensuring that any information supplied by
FOUNDATION is property distributed to the appropriate City
departments.
(iii) Shall be responsible for contract compliance by FOUNDATION
(including, without limitation, FOUNDATION's activities,
programming, operations, management, and maintenance of the
Center).
C. FOUNDATION shall name an individual who shall serve as the general
manager of the Center and who:
(i) Shall be the liaison between the City and FOUNDATION on all
matters relating to this Agreement.
(ii) Shall be responsible for the day-to-day management and
operation of the Center.
(iii) Shall be responsible for providing supervision and direction to the
Center's employees, agents, contractors, and/or volunteers.
23.3 "Key Person" Clause. The Parties acknowledge that, in recognition of the
success of the FOUNDATION's adaptive beach days, and Ms. Sabrina Cohen's instrumental
efforts with regard thereto, the City's selection of the FOUNDATION, and Ms. Sabrina Cohen's
participation as part of the FOUNDATION's Board and/or management, is an integral and
primary consideration for City's decision to approve this Agreement. Accordingly, the
FOUNDATION shall exercise its best efforts to ensure the continuing, ongoing and active
participation of Ms. Sabrina Cohen as part of the Adaptive Recreation Center project.
SECTION 24. NO IMPROPER USE.
FOUNDATION will not use, nor suffer or permit any person to use in any manner
whatsoever, the Center or the Premises for any improper, immoral or offensive purpose, or for
any purpose in violation of any Federal, State, County, or municipal ordinance, rule, order or
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Page 662 of 1657
regulation, or of any governmental rule or regulation now in effect or hereafter enacted or
adopted. FOUNDATION shall not use the Center or the Premises for any unlawful purpose and
shall comply with all laws, permitting, and licensing requirements now in force or hereafter
adopted, applicable to the Center or the Premises or the uses and activities conducted on the
Center or the Premises. FOUNDATION agrees not to use the Center or the Premises for, or to
permit operation of any offensive or dangerous activity, nuisance or anything against public
policy. Except as may result from acts of force majeure, FOUNDATION agrees that it will not
allow the Center or the Premises to become unoccupied or vacant. FOUNDATION shall take
appropriate precautions to prevent fire on the Center or the Premises, maintaining existing fire
detection devices and extinguishing equipment at all times.
SECTION 25. NO DANGEROUS MATERIALS.
FOUNDATION agrees not to use or permit in the Center or the Premises the storage of
illuminating oils, oil lamps, turpentine, gasoline, benzine, naphtha, or other similar substances,
or explosives or any kind, or any substance or thing prohibited in the standard policies of fire
insurance companies in the State of Florida.
SECTION 26. NO CLAIM AGAINST CITY OFFICERS, EMPLOYEES, INDIVIDUALS.
It is expressly understood and agreed by and between the parties hereto that all
individuals, employees, officers, and agents of the City are acting in a representative capacity
and not for their own benefit; and that neither FOUNDATION, nor any of its employees, agents,
contractors, volunteers and/or others, shall have any claim against them or any of them as
individuals in any event whatsoever in conjunction with any acts or duties which are reasonably
related to the performance of their duties.
SECTION 27. DEFAULT AND TERMINATION.
If either Party fails to perform in accordance with any of the terms and conditions of this
Agreement, and such default is not cured within thirty (30) days after written notice is given, the
non -defaulting Party shall have the right to terminate this Agreement and, as the case may be,
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Page 663 of 1657
either vacate or re-enter the Center, without further notice or demand. At its option, either Party
may also pursue any and all legal remedies available to seek redress for such default. The
default and termination rights afforded the parties in this Section 27, shall in no way limit or
otherwise preclude the City from exercising such other rights to terminate this Agreement, as
may be expressly provided in other sections hereto.
SECTION 28. PROCEDURE UPON EXPIRATION ANDMR TERMINATION BY CITY.
28.1 FOUNDATION shall, on or before the last day of the term herein, or the sooner
termination thereof, peaceably and quietly leave, surrender and yield unto the City, the Center,
together with any and all fixtures located at or on the Center and used by FOUNDATION in the
maintenance, management or operation of the Center, excluding any equipment, furnishings,
appliances or other personal property which can be removed without material injury to the
Premises, free of all liens, claims and encumbrances and rights of others, and broom -clean,
together with all structural changes, alterations, additions, and improvements which may have
been made upon the Center, in good order, condition and repair, reasonable wear and tear
excepted, subject, however, to the subsequent provisions of this subsection. Any property
which pursuant to the provisions of this subsection is removable by FOUNDATION on or at the
Center upon the termination of this Agreement and is not so removed may, at the option of the
City, be deemed abandoned by FOUNDATION, and either may be retained by the City as its
property, or may be removed and disposed of by City, at the sole cost of the FOUNDATION, in
such manner as the City may see fit. If the Center isnot surrendered at the end of the term as
provided in this subsection, FOUNDATION shall make good to the City all damages which the
City shall suffer by reason thereof, and shall indemnify, the City against all claims made by a
succeeding occupant (if any), so far as such delay is occasioned by the failure of FOUNDATION
to surrender the Premises as and when herein required.
28.2 FOUNDATION covenants and agrees that it will not enter into agreements
(whether express or implied) relating to the Center for a period of time beyond the stated
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Page 664 of 1657
expiration date of this Agreement.
28.3 In the event of termination of this Agreement for any reason, if the City is still in
possession or control of unexpended Project Donations then, along with its notice of termination
(assuming the City is terminating) or, within thirty (30) days of receipt of a notice of termination
from the FOUNDATION, the City shall provide the FOUNDATION with an accounting of the
Project Donations, along with a check in an amount equal to the unexpended Project Donations
in the CITY's possession or control.
SECTION 29. TERMINATION FOR CONVENIENCE OR FOR LACK OF FUNDING.
29.1. The FOUNDATION and the City, through its City Manager, shall each have the
right to terminate this Agreement for convenience at any time prior to City's execution of the
agreement with the architectlengineer for the design of the Center, with each Party to bear its
own costs and fees.
29.2. The FOUNDATION and the City, through its City Manager, shall each have the
right to terminate this Agreement for convenience without penalty or liability if, pursuant to
Section 6 of this Agreement, the City and FOUNDATION are unable to agree on the final budget
of the Project Costs for the design, development, and construction of the Center.
29.3. The FOUNDATION shall have the right to terminate this Agreement for its
convenience if, as part of the design reviews for the Center, changes to the plans and
specifications are required by the applicable City boards or agencies having jurisdiction, and
such changes render the Center economically unfeasible.
29.4. If the FOUNDATION has not contributed the total Project Costs to the City within
three (3) years following the City Commission's approval of the Concept Plan, or if the
FOUNDATION has not met any of the milestones set forth in Section 7 of this Agreement, the
City, through its City Manager, may terminate this Agreement for its convenience.
29.5. In the event that FOUNDATION has insufficient funding at any time during the
Term, such that it can no longer manage and operate the Premises in accordance with the
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Page 665 of 1657
goals and priorities and uses herein, then the City may, at its sole discretion: (i) supplement
any lack or loss of funds in order to allow FOUNDATION to continue to manage and operate
the Center; or (ii) terminate this Agreement for its convenience.
29.6. Any termination for convenience shall be effective upon thirty (30) days written
notice to the other Party. In the event of a termination for convenience of this Agreement
pursuant to this Section 29 or any subsection thereof, the procedure upon termination, as set
forth in Section 28, shall govern and control, and, except as otherwise stated herein, neither
Party shall have any liability or owe any further obligation to the other Party.
SECTION 30. NOTICES.
All notices from the City to FOUNDATION shall be deemed duly served if mailed by
registered or certified mail to FOUNDATION at the following address:
Sabrina Cohen Foundation, Inc.
1800 Sunset Harbour Drive #2406
Miami Beach, Florida 33139
Attention:
All notices from FOUNDATION to the City shall be deemed duly served if mailed by registered
or certified mail to City at the followin� address:
City of Miami Beach
City Manager
1700 Convention Center Drive
Miami Beach, Florida 33139
Attention: City Manager
with copies to: City of Miami Beach
1700 Convention Center Drive, 3`4 Floor
Miami Beach, Florida 33139
Attention: Asset Manager.
FOUNDATION and the City may change the above mailing addressed at any time upon giving
the other Party written notification. All notice under this Agreement must be in writing.
SECTION 31. NO DISCRIMINATION.
34
Page 666 of 1657
The FOUNDATION agrees to comply with City of Miami Beach Human Rights
Ordinance, as codified in Chapter 62 of the City Code, as may be amended from time to time,
prohibiting discrimination in employment, housing, public accommodations, or public services,
on the basis of actual or perceived race, color, national origin, religion, sex, intersexuality,
sexual orientation, gender identity, familial and marital status, age, ancestry, height, weight,
domestic partner status, labor organization membership, familial situation, political affiliation, or
disability.. All facilities located on the Center shall be made available to the public, subject to
the right of FOUNDATION to establish and enforce reasonable rules and regulations to provide
for the safety, orderly operation and security of the facilities.
SECTION 32. VENUEMIAIVER OF JURY TRIAL/DISPUTE MEDIATION.
32.1 This Agreement shall be governed by, and construed in accordance with, the
laws of the State of Florida, both substantive and remedial, without regard to principles of
conflict of laws. The exclusive venue for any litigation arising out of this Agreement shall be
Miami -Dade County, Florida, if in state court, and the U.S. District Court, Southern District of
Florida, if in federal court. BY ENTERING INTO THIS AGREEMENT, CITY AND
FOUNDATION EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL
BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS
AGREEMENT.
32.2 If a dispute arises out of, or related to, this Agreement, or the breach thereof, and
if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to
settle the dispute by mediation administered by the American Arbitration Association, or other
similar alternative dispute resolution organization, person or source agreeable to the parties,
before resorting to litigation or other dispute resolution procedure.
SECTION 33. LIMITATION OF LIABILITY.
The City desires to enter into this Agreement only if in so doing the City can place a limit
on its liability for any cause of action for money damages due to an alleged breach by the City of
35
Page 667 of 1657
this Agreement, so that its liability for any such breach never exceeds the sum of $10,000.
Contractor hereby expresses his willingness to enter into this Agreement with Contractor's
recovery from the City for any damage action for breach of contract to be limited to a maximum
amount of $10,000, less the amount of all funds actually paid by the City to Contractor pursuant
to this Agreement.
Accordingly, and notwithstanding any other term or condition of this Agreement,
Contractor hereby agrees that the City shall not be liable to the Contractor for damages in an
amount in excess of $10,000, which amount shall be reduced by the amount actually paid by
the City to Contractor pursuant to this Agreement, for any action or claim for breach of contract
arising out of the performance or non-performance of any obligations imposed upon the City by
this Agreement. Nothing contained in this paragraph or elsewhere in this Agreement is in any
way intended to be a waiver of the limitation placed upon the City's liability as set forth in
Section 768.28, Florida Statutes.
SECTION 34. MISCELLANEOUS PROVISIONS.
34.1 City's Governmental Capacifir. Nothing in this Agreement or in the parties' acts or
omissions in connection herewith shall be deemed in any manner to waive, impair, limit or
otherwise affect the authority of the City in the discharge of its police or governmental power.
34.2 Representation on FOUNDATION Board of Directors. The FOUNDATION
agrees that the City Manager, or his or her designee, shall be a voting member of the
FOUNDATION's Board of Directors ("Board"), as of the Effective Date, with voting power
equivalent to 1/6th of the total members of the Board. For example, if the Board consists of six
(6) members (including the City Manager or designee), the City Manager's (or designee's) vote
shall be equivalent to one (1) vote; if the Board consists of twelve (12) members, the City
Manager's vote shall be equivalent to two (2) votes; and so on.
34.3 Entire Agreement. This Agreement, together with the attachments hereto,
contains all of the promises, agreements, conditions, inducements and understandings between
36
Page 668 of 1657
City and FOUNDATION concerning the operation and management of the Center, and there are
no promises, agreements, conditions, understandings, inducements, warranties or
representations, oral or written, express or implied, between them other than as expressly set
forth herein and in such attachments thereto or as may be expressly contained in any
enforceable written agreements or instruments executed simultaneously herewith by the parties
hereto.
34.4 Waiver: Modification. No covenant, agreement, term or condition of this
Agreement shall be changed, modified, altered, or waived except by a written instrument of
change, modification, alteration, or waiver executed by City and FOUNDATION. No waiver of
any default shall affect or alter this Agreement, but each and every covenant, agreement, term
and condition of this Agreement shall continue in full force and effect with respect to any other
then existing or subsequent default thereof.
34.5 Remedies Cumulative. Each right and remedy of either Party provided for in this
Agreement shall be cumulative and shall be in addition to every other right or remedy provided
for in this Agreement, or now or hereafter existing at law or in equity or by statute or otherwise
(except as otherwise expressly limited by the terms of this Agreement), and the exercise or
beginning of the exercise by a Party of any one or more of the rights or remedies provided for in
this Agreement, or now or hereafter existing at law or in equity or by statute or otherwise (except
as otherwise expressly limited by the terms of this Agreement), shall not preclude the
simultaneous or later exercise by such Party of any or all other rights or remedies provided for in
this Agreement or now or hereafter existing at law or in equity or by statute or otherwise (except
as otherwise expressly limited by the terms of this Agreement).
34.6 Performance at Each Party's Sole Cost and Expense. Unless otherwise
expressly provided in this Agreement, when either Party exercises any of its rights, or renders or
performs any of its obligations hereunder, such Party shall do so at its sole cost and expense.
34.7 Time is of the Essence. Time is of the essence with respect to all matters in, and
37
Page 669 of 1657
requirements of, this Agreement as to both City and FOUNDATION including, but not limited to,
the times within which the FOUNDATION must raise the Project Donations necessary for the
design, development and construction of the Center, and the times within which the City must
commence and complete construction of the Center.
34.8 No Representations. City and FOUNDATION have made no representations
herein as to the condition of the Premises.
34.9 Partnership Disclaimer. FOUNDATION acknowledges, represents and confirms
that it is an independent contractor in the performance of all activities, functions, duties and
obligations pursuant to this Agreement.
The parties hereby acknowledge that it is not their intention to create between
themselves a partnership, joint venture, tenancy -in -common, joint tenancy, co -ownership or
agency relationship for the purpose of this Agreement, or for any other purpose whatsoever.
Accordingly, notwithstanding any expressions or provisions contained herein, nothing in this
Agreement, shall be construed or deemed to create, or to express an intent to create, a
partnership, joint venture, tenancy -in -common, joint tenancy, co -ownership, or agency
relationship of any kind or nature whatsoever between the parties hereto. The provisions of this
Section 34.9 shall survive termination and/or expiration of this Agreement.
34.10 Not a lease. -It is expressly understood and agreed that no part of the Property or
Center, or any part, parcel, building, structure, equipment or space is leased to FOUNDATION;
that this Agreement is solely in the nature of a funding and management agreement, and is not
a lease, and in no event shall this Agreement be construed to confer any legal or equitable
interest of any kind whatsoever in the Center or the Premises. The FOUNDATION's license to
operate and manage the Center shall continue only so long as this Agreement remains in effect,
and provided further that FOUNDATION complies with the undertakings, provisions,
agreements, stipulations and conditions of this Agreement.
38
Page 670 of 1657
34.11 No Third Party Rights. Nothing in this Agreement, express or implied, shall confer
upon any person, other than the Parties hereto and their respective successors and assigns,
any rights or remedies under or by reason of this Agreement.
IN 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. ; - = == C Yt OF MIAMI A
Ej
City CI rk� '� \nG� lin or
STATE OF FLORIDA ) '/,,/,�'•• •••�'"• �%'
SS:
COUNTY OF MIAMI-DADE
•"W -1-.11:.i l
The foregoing instrument was acknowledged before me this 1 day of
C)Jb�eA/_ , 2017, by Mayor Philip Levine and Rafael Granado, City Clerk, or their
designees respectively, on 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.
S�I -
WITNESS my hand and official seal, thisday ofa� 1�V , 2017.
My Commission Expires:
s(
Notary Public, State of Flori at Large
Commission No.:
;;��' ., �HGM*EMLERI
; . t. "= NotrY Wdit - Stateaf
Cwan ssion 1GG 1411Ky
Conon. Expims Sep ' ` Bonded (hough RMiadl i O
APPROVED AS TO
FORM & LANGUAGE
Z7—
ON
Ct 3�617
OW P -e Date
39
Page 671 of 1657
Attest:
SABRINA COHEN FOUNDATION, INC.
Name: J Sabrina -Cohen, President
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this 42 'Lei day of
2017, by Sabrina Cohen, on behalf of the Sabrina Cohen Foundation, Inc.,
known to me to be the person described in and who executed the foregoing instrument, and
acknowledged to and before me that they executed said instrument for the purposes therein
expressed.
d
WITNESS my hand and official seal, this day of '� , 2017.
My Commission Expires:
otary P lic, State of Florida at Large
r,►NOMMU5 ommis on No.:
rr. '"•s ryopryPublk-5pteofNodda
• Caaunl W100011355
�C�,,,,�SMu16.202t
40
Page 672 of 1657
EXHIBIT A
[SKETCH OF PREMISES]
41
Page 673 of 1657
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PARKING SPACEI39
PA uw i";'°•�'
AMENDMENT NO. 1 TO THE
COLLABORATION, FUNDING AND MANAGEMENT AGREEMENT
BETWEEN
THE CITY OF MIAMI BEACH, FLORIDA
AND
THE SABRINA COHEN FOUNDATION, INC.
FOR AN ADAPTIVE RECREATION CENTER
This Amendment No. 1 (Amendment) to the Collaboration, Funding and Management
Agreement dated November 2, 2017 ("Agreement"), by and between the City of Miami
Beach (Ci�t ', and the Sabrina Cohen Foundation, Inc. ( the "Foundation"), is entered into
as of this X1_ day of , 2019:
tAO
RECITALS
WHEREAS, on October 31, 2017, the Mayor and City Commission adopted
Resolution No. 2017-30082, approving and authorizing the Mayor and City Clerk to
execute the Agreement with the Foundation, for the Foundation to raise the funds and be
responsible for all of the expenses related to the City's design, development and
construction of an Adaptive Recreation Center ("Center"), to be located within a portion of
the City's "P72" surface parking lot at 53rd Street and Collins Avenue (the "P72 Lot"); and
WHEREAS, the City would be the owner of the Center, which would be used for the
primary purpose of providing the general public and specifically, persons living with
physical and cognitive disabilities, including seniors living with disabilities and able-bodied
individuals with temporary injuries, with an accessible access point to the beach and
related beach programming; and
WHEREAS, on July 2, 2018, pursuant to the Agreement's terms, the Mayor and City
Commission adopted Resolution No. 2018-30377, approving, in the City's proprietary
capacity, the Concept Plan for the Center, a copy of which is attached hereto and
incorporated by reference as Exhibit "A-1"; and
WHEREAS, the City and the Foundation desire to amend the Agreement and
accomplish the purposes outlined in this Amendment No. 1.
NOW THEREFORE, in consideration of the mutual promises and conditions
contained herein, and other good and valuable consideration, the sufficiency of which is
hereby acknowledged, the City and Consultant hereby agree to amend the Agreement as
follows:
1. ABOVE RECITALS.
The above recitals are true and correct and are Incorporated as part of this
Amendment.
Page 675 of 1657
2. MODIFICATIONS. The Agreement is hereby amended (deleted items s#Fusk
through and inserted items underlined as follows:
a. Section 2.1 of the Agreement is hereby amended to read as follows:
The premises shall consist of a footprint of approximately (but not more than ) 5,000
square feet of land located east of 5301 Collins Avenue, on a portion of the Property
described in Exhibit "A" attached hereto, and which shall contain a Mm atesin e
building with floomlates not to exceed 5.000 square feet
(excluding exterior balconies or walkways, with a maximum
(but not to exceed) height of twenty four (24) feet, measured from Base Flood Elevation +
5 feet to the roof of the building in accordance with the City's Land Development
Regulations, and with the Center to be located o
the northeast corner of the Lot as set forth In Exhibit "A-1" approved by the City
Commission in Resolution No. 2018-30377. deleFmined ". Fid subjeet to the
(the approved location/site of the Center on the Property shall
hereinafter be referred to as the "Premises").
b. Section 6.3 is hereby amended to read as follows:
The design documents, including plans and specifications, for the Center, shall be
developed consistent with the approved Concept Plan. During the design development
period, the FOUNDATION agrees to provide City with input with respect to design
development. The City agrees to provide full consideration to the FOUNDATION's input,
particularlywith respect to aspects of the design that may enhance the use of the Premises
for its intended accessibility -related purposes. All design documents, plans and
specifications shall be subject to City Manager's final approval, and all applicable
governmental requirements, including regulatory approval by the
Design Review Board and agencies having jurisdiction over the Premises, in accordance
with the Citv's Land Development Regulati.
3. RATIFICATION.
Except as amended herein, all other terms and conditions of the Agreement shall
remain unchanged and in full force and effect. In the event there is a conflict
between the provisions of this Amendment and the Agreement, the provisions of
this Amendment shall govern.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their appropriate officials, as of the date first entered above.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
Page 676 of 1657
SABRINA COHEN FOUNDATION, INC.:
By:
Name:
Secretary
CITY OF MIAMI BEACH, FLORIDA:
ATTEST:
By:
Rafael Gra do, City CI r
INCORPI ORATED: �
v �� =•�. !fir . �' J -
f
Name:
President
Page 677 of 1657
Dan Gelber, Mayor
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
GRr y (W DaW
AMENDMENT NO. 2 TO THE
AGREEMENT BETWEEN
THE CITY OF MIAMI BEACH, FLORIDA
AND
THE SABRINA COHEN FOUNDATION, INC.
FOR AN ADAPTIVE RECREATION CENTER
This Amendment No. 2 (Amendment) to the Funding, Collaboration and Management
Agreement dated November 2, 2017 ("Agreement"), by and between the City of Miami
Beach ("City"), and the Sabrina Cohen Foundation, Inc. (the "Foundation"), is entered
into as of this Li day of 4trl7, 2019:
Au9
RECITALS
WHEREAS, on October 31, 2017, the Mayor and City Commission adopted
Resolution No. 2017-30082, approving and authorizing the Mayor and City Clerk to
execute the Agreement with the Foundation, for the Foundation to raise the funds and
be responsible for all of the expenses related to the City's design, development and
construction of an Adaptive Recreation Center ("Center") to be located at a portion of the
City's "P72" surface parking lot at the 53rd Street and Collins Avenue (the "P72 Lot"); and
WHEREAS, the City would be the owner of the Center, which will be used for the
primary purpose of providing the general public and specifically, persons living with
physical and cognitive disabilities, including seniors living with disabilities and able-
bodied individuals with temporary injuries, with an accessible access point to the beach
and related beach programming; and
WHEREAS, on July 2, 2018, pursuant to the Agreement's terms, the Mayor and
City Commission adopted Resolution No. 2018-30377, approving, in the City's
proprietary capacity, the Concept Plan for the Center, a copy of which is attached hereto
and incorporated by reference as Exhibit "A-1'; and
WHEREAS, on January 16, 2019, the City Commission approved Amendment No.
1 via Resolution No. 2019-3067 updating certain technical references, consistent with
the Concept Plan approved by the City Commission on July 2, 2018 and applicable
provisions of the City Code; and
WHEREAS, the City and the Foundation desire to amend the Agreement and
accomplish the purposes outlined in this Amendment No. 2.
NOW THEREFORE, in consideration of the mutual promises and conditions
contained herein, and other good and valuable consideration, the sufficiency of which is
hereby acknowledged, the City and Consultant hereby agree to amend the Agreement
as follows:
Page 678 of 1657
1. ABOVE RECITALS.
The above recitals are true and correct and are incorporated as part of this
Amendment.
2. MODIFICATIONS. The Agreement is hereby amended (deleted items s#wslE
through and inserted items underlined) as follows:
Section 7.1.b of the Agreement is hereby amended as follows:
b. The FOUNDATION commits to the following fundraising schedule and
deadlines, based on the estimated budget of Project Costs for the Base Concept
Design:
(i) 25% of Project Costs raised (in cash, donation pledges and grant
commitments) within twelve (12) twenty-four (24) months following the
City Commission's approval of the Concept Plan;
(ii) 50% of Project Costs raised (in cash, donation pledges and grant
commitments) within tW8Rty f^..r (24) thirty-six (36) months following
the City Commission's approval of the Concept Plan;
(iii) 100% of Project Costs raised (in cash, donation pledges and grant
commitments) within thiFty-si* {36) forty-eight (48) months following
the City Commission's approval of the Concept Plan.
3. RATIFICATION.
Except as amended herein, all other terms and conditions of the Agreement shall
remain unchanged and in full force and effect. In the event there is a conflict
between the provisions of this Amendment and the Agreement, the provisions of
this Amendment shall govern.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their appropriate officials, as of the date first entered above.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
Page 679 of 1657
CITY OF MIAMI BEACH, FLORIDA:
ATTEST:
By:
Rafael Granado, City Clerk
'J", c ,
Name:
President
Dan Gelb or --
Page 680 of 1657
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
City Attomeyn Date
ape
L996 10 689 968d
RESOLUTION NO, 2019-30922
A RESOLUTION OF THE MAYOR AND CITY CONI ISSION OF THE
CITY OF MIAMI BEACH, FLORIDA, APPROVING AND AUTHORIZING
THE MAYOR AND CITY CLERK TO EXECUTE AMENDMENT NO. 2
TO THE COLLABORATION, FUNDING AND MANAGEMENT
AGREEMENT BETWEEN THE CITY AND THE SABRINA COHEN
FOUNDATION, INC. FOR AN ADAPTIVE RECREATION CENTER,
WITH SUCH AMENDMENT NO. 2 EXTENDING THE FUNDRAISING
SCHEDULE AND DEADLINES IN SECTION 7.1.13 OF THE
AGREEMENT BY TWELVE (12) MONTHS, IN ORDER TO PROVIDE
THE FOUNDATION WITH ADDITIONAL TIME TO RAISE DONATIONS
FOR THE DESIGN AND CONSTRUCTION OF THE ADAPTIVE
RECREATION CENTER.
WHEREAS, on October 31, 2017, the Mayor and City Commission adopted Resolution
No. 2017-30082, approving'a Collaboration, Funding and Management Agreement ("Agreement")
with the Sabrina Cohen Foundation, Inc. (the "Foundation"), for the Foundation to raise the funds
and be responsible for all of the expenses related to the City's design, development and
construction of an Adaptive Recreation Center (the "Center"), to be located within a portion of the
City's "P72° surface parking lot at 531d Street and Collins Avenue (the "P72 Lot"); and
WHEREAS, the Agreement provides that the City would be the owner of the Center,
which would be used for the primary purpose of providing the general public and, specifically,
persons living with physical and cognitive disabilities, including seniors living with disabilities and
able-bodied individuals with temporary injuries, with an accessible access point to the beach and
related beach programming; and
WHEREAS, on July 2, 2018, pursuant to the Agreement's terms, the Mayor and City
Commission adopted Resolution No. 2018-30377, and approved, In the City's proprietary
capacity, the Foundation's proposed Concept Plan for the Center, and
WHEREAS, on January 16, 2019, the City Commission approved Amendment No.1 via
Resolution No. 2019-30671 updating certain technical references, consistent with the Concept
Plan approved by the City Commission on July 2, 2018 and applicable provisions of the City Code;
and
WHEREAS, the City and the Foundation desire to amend the Agreement, a copy of
which is attached to the Commission Memorandum accompanying this Resolution, to extend the
fundraising schedule and deadlines In Section 7.1.b by a period of twelve (12) months, In order
to provide the Foundation with additional time to raise the requisite donations for the design and
construction of the Adaptive Recreation Center.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA that the Mayor and City Commission
hereby approve and authorize the Mayor and City Clerk to execute Amendment No. 2 to the
Collaboration, Funding and Management Agreement between the City and the Sabrina Cohen
Foundation, Inc. for an Adaptive Recreation Center, with such Amendment No. 2 extending the
Fundraising Schedule and Deadlines in Section 7.1.b by twelve (12) months, in order to provide
the Foundation with additional time to raise donations for the design and construction of the
Adaptive Recreation Center.
Page 682 of 1657
PASSED and ADOPTED this 9/ day of 7u� 2019.
DAN GELBER, MAYOR
ATTEST:
lis . r 'tom►
RAFA L E. GRANADO, CITY CLERK
Page 683 of 1657
APPROVED AS TO
FORM & LANGUAGE
$ FOA IEXECUTION
AMENDMENT NO. 3 TO THE
AGREEMENT BETWEEN
THE CITY OF MIAMI BEACH, FLORIDA
AND
THE SABRINA COHEN FOUNDATION, INC.
FOR AN ADAPTIVE RECREATION CENTER
This Amendment No. 3 (Amendment) to the Funding, Collaboration and Management
Agreement dated November 2, 2017 ("Agreement"), by and between the City of Miami
Beach ("City"), and the Sabrina Cohen Foundation, Inc. (the "Foundation"), is entered into
as of this day of , 2021:
RECITALS
WHEREAS, on October 31, 2017, the Mayor and City Commission adopted
Resolution No. 2017-30082, approving and authorizing the Mayor and City Clerk to
execute the Agreement with the Foundation, for the Foundation to raise the funds and be
responsible for all of the expenses related to the City's design, development and
construction of an Adaptive Recreation Center ("Center") to be located at a portion of the
City's "P72" surface parking lot at the 53rd Street and Collins Avenue (the "P72 Lot"); and
WHEREAS, the City would be the owner of the Center, which will be used for the
primary purpose of providing the general public and specifically, persons living with
physical and cognitive disabilities, including seniors living with disabilities and able-bodied
individuals with temporary injuries, with an accessible access point to the beach and
related beach programming; and
WHEREAS, on July 2, 2018, pursuant to the Agreement's terms, the Mayor and City
Commission adopted Resolution No. 2018-30377, approving, in the City's proprietary
capacity, the Concept Plan for the Center, a copy of which is attached hereto and
incorporated -by reference as Exhibit "A-1"; and
WHEREAS, on January 16, 2019, the City Commission approved Amendment No.
1 via Resolution No. 2019-3067 updating certain technical references, consistent with the
Concept Plan approved by.the City Commission on July 2, 2018 and applicable provisions
of the City Code; and
WHEREAS, on July 31, 2019, the City Commission approved Amendment No. 2 via
Resolution No. 2019-30922 extending the Fundraising Schedule and Deadlines in Section
7.1.b by twelve (12) months, in order to provide the Foundation with additional time to
raise donations for the design and construction of the Adaptive Recreation Center; and
WHEREAS, the City and the Foundation desire to amend the Agreement and
accomplish the purposes outlined in this Amendment No. 3.
Page 684 of 1657
NOW THEREFORE, in consideration of the mutual promises and conditions
contained herein, and other good and valuable consideration, the sufficiency of which is
hereby acknowledged, the City and Consultant hereby agree to amend the Agreement as
follows:
1. ABOVE RECITALS.
The above recitals are true and correct and are incorporated as part of this
Amendment.
2. MODIFICATIONS. The Agreement is hereby amended (deleted items stFuGk
thmugh and inserted items underlined) as follows:
a. Section 35 of the Agreement is hereby created to read as follows:
Section 35. Outdoor Adaptive Park and Beach Project
The City work with the FOUNDATION to leverage additional funding to offset costs
for the design and construction of the outdoor adaptive park and beach proiect (the
"Park"), adjacent to the future Adaptive Recreation Center. The City will remain the
owner of the Park.
The FOUNDATION will solicit said additional funding through sponsorships in the
form of, but not limited to, a brick paver program and the naming opportunities of
park amenities. These sponsorships will be recognized in the form of a small
plaque or on a donor board located within the park.
All funds fundraised via said opportunities by the FOUNDATION, will be donated
to the City foremost for the design and construction of the park. All surplus funding
would go towards the design and construction of the Center and would count
towards the FOUNDATION'S fundraising goal for the Center.
All sponsors/donors will be approved by the City before execution via an
agreement between the FOUNDATION and the sponsor/donor. The
FOUNDATION will take full responsibility of providing the sponsor/donor with their
full benefits. The FOUNDATION will also assume all costs related to the creation,
installation maintenance, and replacement of all plagues/signage. Recognition
from the fundraising opportunities will follow all established City standards.
3. RATIFICATION.
Except as amended herein, all other terms and conditions of the Agreement shall
remain unchanged and in full force and effect. In the event there is a conflict
between the provisions of this Amendment and the Agreement, the provisions of
this Amendment shall govern.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their appropriate officials, as of the date first entered above.
Page 685 of 1657
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
Page 686 of 1657
SABRINA COHEN FOUNDATION, INC.:
By:
Name:
Secretary
CITY OF MIAMI BEACH, FLORIDA:
ATTEST:
By:
Name:
President
Rafael Granado, City Clerk Dan Gelber, Mayor
Page 687 of 1657