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Home My Public Portal About2022-19 Approving a term sheet for the fourth amendment to the agreement for use of St. Agnes Catholic Church Athletic Field witRE S O L U T IO N N O . 2 0 2 2 -1 9 A RE S O L U T IO N O F T HE V IL L A G E C O UN C IL O F T H E V IL L A G E O F KE Y B IS C A YN E , F L O RI D A , A P P R O V IN G A T E RM S H E E T F O R T H E F O U R T H A M E N D M E N T T O T H E A G RE E M E N T F O R U S E O F S T . A G N E S C A T H O L IC C H U R C H A T HL E T IC F IE L D WI T H T H E A R C H D IO C E S E O F M IA M I; P R O V ID IN G F O R A U T H O RI Z A T IO N ; P R O V ID IN G F O R IM P L E M E N T A T IO N ; A N D P R O VI D IN G F O R A N E F F E C T IV E D A T E . W H E RE A S , pursuant to Resolution No. 2004-28, the Village Council of the Village of Key Biscayne (the "Village") approved and authorized an Agreement for Use of St. Agnes Catholic Church Athletic Field (the "Agreement") with the Archdiocese of Miami (the "Archdiocese"); and WHEREAS, the Agreement has been amended three times since its execution on June 23, 2004, and was most recently amended for the third time on April 30, 2019, pursuant to Resolution 2019-26, to extend the term of the Agreement and adjust the fees to be paid to the Archdiocese; and WHEREAS, the Village Council and the Archdiocese desire to enter into a Fourth Amendment to the Agreement to extend the term of the Agreement, as particularly described in the term sheet attached hereto as Exhibit "A" (the "Term Sheet"); and WHEREAS, the Village Council finds that this Resolution is in the best interest and welfare of the citizens of the Village. NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF KEY BISCAYNE, FLORIDA AS FOLLOWS: Section 1. Recitals. That each of the above-stated recitals are hereby adopted, confirmed, and incorporated herein. Section 2. Term Sheet Approved. That the Term Sheet, in substantially the form attached hereto as Exhibit "A," is hereby approved. Section 3. Authorization. That the Village Manager is authorized to negotiate and execute a Fourth Amendment to the Agreement consistent with the Term Sheet and in substantially the form attached hereto as Exhibit "A," subject to approval by the Village Attorney as to form, content, and legal sufficiency. Section 4. all action necessary to implement the intent and purpose of this Resolution. Section 5. adoption. Im plementation. That the Village Manager is authorized to take any and Effective Date. That this Resolution shall be effective immediately upon PASSED and ADOPTED this 12th day of ____,A=p=n=·1 __ _,, 2022. ATTEST: Oo'-' %)j' '\5, \.'..ocb JOCELl'NB.K VILLAGE CLERK APPROVED AS TO FORM AND LEGAL SUFFICIENCY: ~jl~ WEISS SEROTA HELFMAN COLE & BIERM AN, P.L. VILLAGE ATTORNEY EXHIBIT "A" St. Agnes Field Lease Terms 1. Extend the term of the agreement for up ten (10) years, but no less than five (S) years. 2. Exclusive use of the field from 5:30 PM to 10:00 PM Monday through Friday and use from 8:00 am to 9:00 PM on Saturday. 3. The Village will maintain the grass and irrigation system at the field. 4. The Village will maintain separate water and electrical meters and pay all water and electrical fees associated with the operation and maintenance of the field. 5. The Village will have access to use the field for the Village athletic programs managed by the Village or its subcontractors. 6. The Village is authorized to install lighting equipment at the field and retrofit the existing equipment. If the agreement is terminated the field lights will remain the property of the Village. The Village may relocate the field lighting, at its own expense, upon the termination of the agreement. EXHIBIT "B" THIRD AMENDMENT TO AGRE EMENT FOR USE OF ST. AGNES CATHOLIC CHURCH ATHLETIC FIELD THIS THIRD AMENDMENT TO AGREEMENT FOR USE OF ST. AGNES CATl{QLIC CHURCH ATHLETIC FIELD (this "Third Amendment") is entered into as of this_~_.,:?_ day of /YJ~ , 2019 by and between the VILLAGE OF KEY BISCAYNE, a Florida municipal 'coiation (''Village") and THE MOST REVEREND THOMAS W ENSKI , Archbishop of the Archdiocese of Miami, his successors in office, a corporation sole (hereinafter the "Owner"). WITNESSETH: W HEREAS, Village and Owner entered into that certain Agreement dated ·June 23rd, 2004 (the "Agreement") regarding the Village's use of the St. Agnes Catholic Church's athletic field; and W HEREAS, Village and Owner entered into an Amendment to Agreement for Use of St. Agnes Catholic Church Athletic Field on August 31th, 2009 (HFirst Amendment") and a Second Amendment to Agreement for Use of St. Agnes Catholic Church Athletic Field on September 19111, 2014 ("Second Amendment"), wherein the parties modified the fees payable, the term of the Agreement and provided for termination of the Agreement; and WHEREAS, Village and Owner wish to further modify the Agreement in accordance with the terms and conditions set forth herein in this Third Amendment. NOW, THEREFORE, for and in consideration of the mutual promises set forth herein, the parties do hereby agree as follows: I. The above recitals are true and correct and are incorporated herein by this reference. All initially capitalized terms used but not otherwise defined herein shall have the meaning ascribed thereto in the Agreement. 2. Owner agrees that the Village has paid the annual license fee under the Agreement entitling the Village to use the St. Agnes Catholic Church's athletic field through September 30,2 019. 3. Section 4 of the Agreement is hereby deleted and replaced as follows: 4. Fees. Beginning October 1, 2019, the Village shall pay the Owner an annual license fee of sixty thousand and 00/100 Dollars ($60,000) for the licenses granted to Village herein, which fee shall be paid in equal monthly installments of Five Thousand Dollars and 00/100 ($5,000) on the first day of each month during the Term. For any partial month during the Tenn, the monthly installment payment shall be prorated on a per diem basis based on the number of days in such month. The annual license fee shall increase by three percent (3%) on October 1, 2020 and each October !51 thereafter by an additional three percent (3%) over the previous year's K:\Docs\0103\00 l\J6P7058. DOC ann ual license fee. Th e equa l m onth ly installm ents w ill be adjusted accordingly start ing in October of each year . Own er here by directs th e Village to mak e all payments required hereun der directly to St. A gnes Cath olic Church at 10 0 Har bor D rive, Key Biscayn e, Florida 33149. N otw ith stan ding th e fo regoing, the Vill age, at its sole option, m ay elect to pay th e ann ual fee in one (1) ann ual paym ent provided such paym ent is made befo re October 15th of each year of the Term. Section 3.1 of the Agreement is hereby deleted and replaced as follows: 3.1 The term of this Agreement has previously commenced and shall be extended for an additional five (5) year period commencing on October 1, 2019 and expire at 11 :59 p.m. on September 30, 2024 (the "Term"). s_'.,. Section 24 of the Agreement is hereby deleted and replaced as follows: 4. The Owner or Village shall be entitled to terminate this Agreement for any reason whatsoever upon at least twelve (12) months prior written notice to the other party. To prevent termination of this Agreement during an athletic sport season, this Agreement may only be terminated as of October 1st of a particular calendar year (e.g, to terminate the Agreement on October 1, 2021, notice must be given no later than October 1, 2020). 6. In the event of any conflict or ambiguity between the terms and provisions of this Third Amendment and the terms and provisions of the Agreement, the First Amendment, and the Second Amendment, the terms and provisions of this Third Amendment shall control. 7. · Except as otherwise specifically set forth herein, the Agreement is hereby ratified and affirmed and shall remain unmodified and in full force and effect in accordance with its terms. 8. This Third Amendment may be executed in several counterparts, each of which shall be deemed an original, but all of which, when taken together, shall constitute one and the same instrument. An executed facsimile or electronic copy of this Third Amendment shall have the same force and effect as an original hereof. (Signatures of parties follow on next page) 2 K:\Occs\0103\00l\l6P70S8.DOC IN W IT N E S S W H E RE O F th e p art ies hav e ex ecu ted th is T h ird A m en d m en t as of th e d ate fi rst set fo rt h abo v e. WITNESSES: OWNER: THE MOST REVEREND THOMAS WENSKI, Archbishop of the Archdiocese of Miami, his successors in office, a corporation sole Print Name: ry._b\ l Ko';;.~ VILLAGE: VILLAGE OF KEY BISCAYNE, a Florida municipal corporation Print Nanie: c),:if>;c.o. C'...,c.rc-iq Print Name: Kaf4y6J,1fl 4,, lpt:t I By:_\._)tvu_J_ Andrea Agha, Village Manager Attest: A ppro ved as to legal form an d ::,fi c~L Village Attorney 3 K:\Docs\0 I 03\00 l\36P70S8.DOC S T A T E O F F L O R ID A C O UN T Y O F _M I A M I -D A D E ) S S : ) The foregoing Agreement was acknowledged before me this J..2> day of l)1r1% , 2019 by THE MOST REVEREND THOMAS WENS KI, Archbishop of the Archdi ese of Miami, who (check one) [ ] is personally known to me or [ ] has produced a Florida drivers license as identification. (Signature of person taking acknowledgment) Arthhisht\~ 1hemt"-S G .\\W.v)✓-)ki (Name of acknwledger typed, printed or stamped) A-<cJ\b,sbc,p - b ,'/_)(_Q '-J~ of M'i0-..,w-~ (Title or rank) (Serial number, if any) STATE OF FLORIDA ) ) ss. COUNTY OF MIAMI-DADE ) The foregoing Agreement was acknowledged before me this fil::: day of J-.,/ ¥1 , 2019 by ANDRE A AGHA, as Village Manager of the Village of Key Biscay;,~lorida municipal corporation, who (check one) [>4 is personally known to me or [ ] has produced a Florida drivers license as identification. My Commission Expires: 4 K:\Docs\OIOJ\OOIIJ6P7058.DOC