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City of Tamarac Resolution R-2022-056 Revocable License Agmt for Landscape Maintenance
Temporary Resolution No. 13672 August 25, 2021 Page 1 of 4 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-20*- ()56" A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA APPROVING A TRI-PARTY REVOCABLE LICENSE AGREEMENT BETWEEN BROWARD COUNTY, CH REALTY IX-TAYLOR/THEUS I MIAMI TAMARAC L.P, AND THE CITY OF TAMARAC, TO ALLOW FOR THE ACCESS, USE, INSTALLATION AND MAINTENANCE OF LANDSCAPING WITHIN A PORTION OF THE RIGHT-OF-WAY OF ROCK ISLAND ROAD AND APPROVING AN AGREEMENT BETWEEN THE CITY OF TAMARAC AND CH REALTY IX-TAYLOR/THEUS I MIAMI TAMARAC L.P. ALLOWING THE TRANSFER OF THE MAINTENANCE OBLIGATION TO CH REALTY IX- TAYLOR/THEUS I MIAMI TAMARAC L.P. OR ITS THIRD PARTY LANDSCAPE MAINTENANCE PROVIDER; AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO EXECUTE THE TRI-PARTY REVOCABLE LICENSE AGREEMENT AND AGREEMENT TO MAINTAIN LANDSCAPING; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, Florida Statutes provide that municipalities shall have the governmental, corporate, and proprietary powers to enable them to conduct municipal government, perform municipal functions, and render municipal service, and exercise any power for municipal purposes, except when expressly prohibited by law; and WHEREAS, Article IV, Section 4.07 of the City Charter of the City of Tamarac ("City") empowers the City to adopt, amend, or repeal such ordinances and resolutions as may be required for the proper governing of the City; and WHEREAS, Section 10-4.4(F)(2), Code of Ordinances, requires street trees be planted in the landscape area of public streets in conjunction with new construction and development; and 134287861.1 Temporary Resolution No. 13672 August 25, 2021 Page 2 of 4 WHEREAS, on May 22, 2019, the City Commission approved Resolution No. R- 2019-33 granting major site plan approval (with conditions) for Rock Island Self Storage to allow for the construction of a four (4) story 88,000 square foot self -storage facility; and WHEREAS, Case No. 17-SP-18 for Rock Island Storage containing the New Site Development Plan reviewed under Electronic Plan Review Project No. PE19-10000018 was finalized by staff on October 3, 2019, and WHEREAS, the Landscape Plan, attached as Sheet No. L-1 and approved under Electronic Plan Review Project No. PE19-10000018 as part of the New Site Development Plan, shows the installation of required street trees within a portion of the northern swale of the Rock Island Road right-of-way, and WHEREAS, Broward County requires the City of Tamarac and the owner ("Ch Realty IX-Taylor/Theus I Miami Tamarac L.P.") of the property abutting the Rock Island Road right-of-way to enter into a Tri-Party Revocable License Agreement ("License Agreement") to allow for the access, use, installation, and maintenance of proposed landscaping within the Rock Island Road right-of-way, as the right-of-way is owned and maintained by Broward County ("Maintenance Agreement'); and WHEREAS, the City Commission of the City of Tamarac, Florida deems it to be in the best interest of the business owners, residents, and visitors of the City of Tamarac to approve the License Agreement and Maintenance Agreement between Broward County, Ch Realty IX-Taylor/Theus I Miami Tamarac LP, and the City of Tamarac. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, THAT: SECTION 1: 134287861.1 The foregoing whereas clauses are hereby ratified and Temporary Resolution No. 13672 August 25, 2021 Page 3 of 4 confirmed as being true and correct and are hereby made a specific part of this Resolution upon adoption hereof; all exhibits attached hereto are incorporated herein and made a specific part thereof. SECTION 2: The License Agreement attached as Exhibit "1" to allow for the access, use, and installation and maintenance of landscaping within a portion of the right- of-way of Rock Island Road is approved, and the appropriate City officials are authorized to execute the License Agreement on behalf of the City. SECTION 3: The Maintenance Agreement attached as Exhibit "1"to allow for the maintenance of landscaping within a portion of the right-of-way of Rock Island Road is approved, and the appropriate City officials are authorized to execute the Maintenance Agreement on behalf of the City. SECTION 4: All Resolutions or parts of Resolutions in conflict herewith are hereby repealed to the extent of such conflict. SECTION 5: If any clause, section, other part, or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution. This Resolution shall become effective immediately upon its passage and adoption. 134287861.1 Temporary Resolution No. 13672 August 25, 2021 Page 4 of 4 PASSED, ADOPTED AND APPROVED this 25th day of May 2022. ATTEST: 'km- 1. '1' -�- I lb- KIMBERLY OILLON, CMC ACTING CITY CLERK MIC ELLE GOMEZ MAYOR RECORD OF COMMISSION VOTE: MAYOR GOMEZ DIST 1: COMM. BOLTON DIST 2: V/M GELIN DIST 3: COMM. VILLALOBOS DIST 4: COMM. PLACKO APPROVED AS TO FORM AND LEGAL SUFFICIENCY FOR THE USE AND RELIANCE OF THE CITY OF TAMARAC ONLY. JOWN-R-gERIN JR. CITY ATTORNEY This Resolution was filed in the Office of the City Clerk on this day of 2022. 134287861.1 Return recorded copy to: Broward County Highway Construction & Engineering Division 1 North University Drive, Suite 300E Plantation, FL 33324-2038 Document reviewed by: Al DiCalvo Senior Assistant County Attorney 115 S. Andrews Avenue, Room 423 Fort Lauderdale, FL 33301 Folio: 494113272380 INSTR # 118386330 Recorded 09/07/22 at 11:02 AM Broward County Commission 23 Page(s) Mtg Doc Stamps: $0.00 Int Tax $0.00 #1 NOTICE: PURCHASERS, GRANTEES, HEIRS, SUCCESSORS, AND ASSIGNS OF ANY INTEREST IN THE BURDENED PARCEL SET FORTH IN EXHIBIT A ARE HEREBY PUT ON NOTICE OF THE OBLIGATIONS SET FORTH WITHIN THIS AGREEIY,ENT, WHICH SHALL RUN WITH THE BURDENED PARCEL. REVOCABLE LICENSE AGREEMENT BETWEEN BROWARD COUNTY, CH REALTY IX-TAYLOR/THEUS I MIAMI TAMARAC, L.P., AND THE CITY OF TAMARAC This Revocable License Agreement ("Agreement") between Broward County, a political subdivision of the State of Florida ("County"), CH Realty IX-Taylor/Theus I Miami Tamarac, L.P., a Delaware limited partnership authorized to do business in the State of Florida ("Licensee"), and the City of Tamarac, a municipal corporation organized and existing under the laws of the State of Florida ("City") (collectively, the "Parties"), is entered into and effective as of the date this Agreement is fully executed by the Parties (the "Effective Date"). RECITALS A. Licensee is the owner of property described in the attached Exhibit A (the "Burdened Property"); B. The Burdened Property is adjacent to a right-of-way as set forth in Exhibit B (the "Revocable License Area") located on Rock Island Road; C. County owns and controls the Revocable License Area and Rock Island Road; D. Licensee seeks and County is amenable to Licensee's nonexclusive access and use of the Revocable License Area to make certain improvements in the Revocable License Area, as set forth in Exhibit C (the "Improvements"), and to maintain the Improvements, as set forth in Exhibit D (the "Maintenance Obligations"); Revocable License Agreement Page 1 of 15 CH Realty IX-Taylor/Theus I Miami Tamarac, L.P. Approved BCC S 2 Submitted By ` RETURN TO DOCUMENT CONTROL �� E. The Improvements and maintenance thereof will benefit the residents of County and City; fL. F. City, through formal action of its governing body taken on the ZS day of , 20A, has accepted responsibility for the Maintenance Obligations and other sucd obligations of Licensee under the terms of this Agreement should Licensee fail to comply with such obligations; and G. City has authorized the appropriate municipal officers to execute this Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: SECTION 1. DEFINITIONS 1.1. Approved Plans means the construction documents and specifications depicting and defining the Improvements, including all materials to be installed in the Revocable License Area as referenced in the plans submitted to and approved by the Contract Administrator, and filed under Project Reference Number 210304001. 1.2. Board means the Board of County Commissioners of Broward County, Florida. 1.3. Contract Administrator means the Director of the Broward County Highway Construction and Engineering Division, or designee. 1.4. County Administrator means the administrative head of County, as appointed by the Board. 1.5. County Attorney means the chief legal counsel for County, as appointed by the Board. 1.6. Division means the Broward County Highway Construction and Engineering Division. SECTION 2. GRANT OF REVOCABLE LICENSE 2.1. County hereby grants to Licensee a revocable license for nonexclusive access and use of the Revocable License Area solely for the purposes of making the Improvements, performing the Maintenance Obligations, and taking other actions as may be required by this Agreement. The Improvements must meet County's Minimum Standards Applicable to Public Right -of -Way Under Broward County Jurisdiction as described in Section 25.1, Exhibit 25.A, of the Broward County Administrative Code. 2.2. Other than for the purposes identified in this Agreement, Licensee may not use the Revocable License Area for any other purpose whatsoever without written amendment of this Agreement executed with the same formalities as this Agreement. Licensee may not permit the Revocable License Area to be used in any manner that will violate the terms of this Agreement or any laws, administrative rules, or regulations of any applicable governmental entity or agency. 2.3. County shall have full and unrestricted access to the Revocable License Area at all times. Revocable License Agreement Page 2 of 15 CH Realty IX-Taylor/Theus I Miami Tamarac, L.P. 2.4. This Agreement is merely a right to access and use and grants no estate in the Revocable License Area to Licensee, City, or any other party. SECTION 3. LICENSEE'S OBLIGATIONS 3.1. Licensee shall make application to the Division for a permit to perform the Improvements as set forth in the Approved Plans. Licensee may not proceed with the Improvements until all permits have been issued and all permit conditions for commencement of construction have been satisfied. 3.2. Licensee may not make any alterations to the Improvements without first obtaining a permit from the Division and the written approval of the Contract Administrator for such alterations. 3.3. Licensee shall make the Improvements at its own expense and in accordance with the Approved Plans and to the Contract Administrator's satisfaction. Licensee shall not be entitled to any compensation from County for making the Improvements. 3.4. Following Licensee's installation of the Improvements and County's approval of same (as set forth in Section 5), Licensee shall provide County with signed and sealed certified as -built drawings and warranties for all work performed as set forth in the Approved Plans. 3.5. Once the Improvements have been made, Licensee shall perform the Maintenance Obligations at its own expense and in accordance with the requirements set forth in Exhibit D. As part of the Maintenance Obligations, Licensee shall keep the Improvements and the Revocable License Area clean, sanitary, and in good condition consistent with industry -standard maintenance standards and techniques. The Maintenance Obligations shall include all repair and replacement of materials due to any cause, including but not limited to normal wear and tear, acts of God, vandalism, and accidents. Licensee shall promptly replace all defective or unsightly materials, as well as any materials that the Contract Administrator determines, in his/her reasonable discretion, should be replaced for safety reasons or because such materials would interfere with any County property or County operations. All replacements must be approved in writing by the Contract Administrator. 3.6. If Licensee takes any action or makes any omission that causes or results in alterations to the Revocable License Area (or any materials on the Revocable License Area), which alterations are not specified in the Approved Plans, Licensee shall, at its own expense, restore the Revocable License Area to its condition before the alterations were made or such condition as approved in writing by the Contract Administrator. If Licensee fails to make such restoration within thirty (30) calendar days after County's request, County may make the restoration or exercise its rights as provided in Section 4 of this Agreement. If County elects to make the restoration, it will invoice Licensee for the costs thereof. Licensee shall pay such invoice within thirty (30) calendar days after receipt. 3.7. If Licensee takes any action or makes any omission that causes or results in damage to the Revocable License Area (or any materials on the License Area), Licensee shall, at its own expense, repair such damage. If Licensee fails to make such repair within thirty (30) calendar days Revocable License Agreement Page 3 of 15 CH Realty IX-Taylor/Theus I Miami Tamarac, L.P. after County's request, County may make the repair or exercise its rights as provided in Section 4 of this Agreement. If County elects to make the repair, it will invoice Licensee for the costs thereof. Licensee shall pay such invoice within thirty (30) calendar days after receipt. 3.8. If the Revocable License Area is serviced by any utilities (including but not limited to electricity, water, sewage, or gas), Licensee shall be solely responsible for the cost of such utilities. 3.9. If the Revocable License Area contains an irrigation or water pump system, Licensee shall maintain same in compliance with the requirements set forth in Exhibit D and all applicable rules and regulations of the applicable South Florida Water Management District. 3.10. Licensee shall provide the Contract Administrator with immediate verbal notice, followed by written notice (in the manner set forth in Section 8 of this Agreement), of any condition on the Revocable License Area that might present a risk of damage to the Revocable License Area or adjacent property, or might pose a risk of injury to any person. 3.11. Licensee shall provide the Contract Administrator with immediate verbal notice, followed by prompt written notice (in the manner set forth in Section 8 of this Agreement), of any damage to the Revocable License Area or any injury to any person on the Revocable License Area. 3.12. Licensee may retain a third party to make the Improvements and/or perform the Maintenance Obligations. If Licensee retains a third party for such purpose(s), Licensee shall enter into a written contract with the third party under which the third party must agree to make the Improvements and/or perform the Maintenance Obligations in accordance with the requirements of this Agreement. Licensee shall provide the Contract Administrator with a copy of any such contract(s). Notwithstanding Licensee's use of any third party, Licensee shall remain obligated and responsible for making the Improvements and performing the Maintenance Obligations if the third party does not. Licensee may not relieve itself of any of its obligations under this Agreement by contracting with a third party. SECTION 4. CITY'S OBLIGATIONS 4.1. If Licensee fails to timely comply with any one of the requirements set forth in Sections 3.5 and 3.9, upon written demand of Contract Administrator, City shall, at its own expense, immediately perform the Maintenance Obligations for the duration of this Agreement. In addition, if Licensee fails to timely comply with any one of the requirements in Section 3, upon written demand of Contract Administrator, City shall, at its own expense, cure any and all deficiencies or failures by Licensee identified in the Contract Administrator's written notice to City. City shall cure such deficiencies and failures within thirty (30) calendar days after such notice. If City fails to timely comply with its obligations under this section, County may fulfill such obligations, and then invoice the City for the cost thereof. City shall pay such invoice within thirty (30) calendar days after receipt. 4.2. City may retain a third party to perform the Maintenance Obligations. If City retains a third party for such purpose(s), City shall enter into a written contract with the third party under which the third party agrees to perform the Maintenance Obligations in accordance with the Revocable License Agreement - Page 4 of 15 CH Realty IX-Taylor/Theus I Miami Tamarac, L.P. requirements of this Agreement. City shall provide the Contract Administrator with a copy of any such contract(s). Notwithstanding City's use of any third party, City shall remain obligated and responsible for performing the Maintenance Obligations if the third party does not. City may not relieve itself of any of its obligations under this Agreement by contracting with a third party. SECTION S. COUNTY'S OBLIGATIONS 5.1. County shall review the Approved Plans to determine whether to issue a permit for the Approved Plans and shall issue a permit only if the Approved Plans comply with all applicable County permitting requirements. 5.2. County shall inspect the Improvements and may reject work that does not conform to the Approved Plans. 5.3. After receiving signed and sealed certified as built drawings that the Improvements are in conformance with the Approved Plans, and receiving request for a final inspection, County shall perform a final inspection of the Improvements and notify Licensee and City of County's final approval or rejection of the Improvements. 5.4. County shall have no further obligations under this Agreement other than those stated in this section but may exercise any and all rights it has under this Agreement. SECTION 6. RISK OF LOSS All Improvements not permanently affixed to the Revocable License Area shall remain the property of Licensee, and all risk of loss for the Improvements (whether permanently affixed or not) shall be Licensee's risk alone. However, Licensee may not remove, replace, or alter any of the Improvements without the Contract Administrator's written consent and any required permitting. SECTION 7. TERM AND TERMINATION 7.1. This Agreement shall begin on the Effective Date and continue in perpetuity unless terminated as provided in this section. 7.2. This Agreement may be terminated for cause by County if Licensee, City, or both breach any obligations under this Agreement and have not corrected the breach within thirty (30) calendar days after receipt of written notice identifying the breach. County may, at the option of the Contract Administrator, cause such breach to be corrected and invoice the breaching party or parties for the costs of the correction or may terminate this Agreement. If County opts to correct the breach and invoice the breaching party or parties for the costs of correction, the invoiced party or parties (as applicable) shall pay such invoice within thirty (30) calendar days after receipt. If County erroneously, improperly, or unjustifiably terminates for cause, such termination shall, at County's sole election, be deemed a termination for convenience, which shall be effective thirty (30) calendar days after such notice of termination for cause is provided. 7.3. This Agreement may be terminated for convenience by the Board. Termination for convenience by the Board shall be effective on the termination date stated in the written notice Revocable License Agreement Page 5 of 15 CH Realty IX-Taylor/Theus I Miami Tamarac, L.P. provided by County, which termination date shall not be less than thirty (30) calendar days after the date of such written notice. 7.4. This Agreement may also be terminated by the County Administrator upon such notice as the County Administrator deems appropriate if the County Administrator determines that termination is necessary to protect the public health or safety. Termination under this section shall be effective on the date County provides notice of such termination. 7.5. Upon termination of this Agreement, Licensee shall peaceably surrender its use of the Revocable License Area. If City has assumed the Maintenance Obligations pursuant to Section 4, City shall peaceably surrender use of the Revocable License Area. 7.6. If County terminates this Agreement, Licensee shall remove all Improvements, materials and equipment installed or placed in the Revocable License Area, unless the Contract Administrator, in writing, authorizes Licensee to leave any such Improvements, materials, or equipment in the Revocable License Area. In addition, Licensee shall be obligated to repair any damage to the Revocable License Area resulting from the removal of any Improvements, materials, and equipment. If Licensee fails to comply with these removal and/or repair obligations within thirty (30) days of termination, County may perform them, and then invoice Licensee for the cost thereof. Licensee shall pay such invoice within thirty (30) calendar days after receipt. 7.7. If County terminates this Agreement, Licensee shall restore the Revocable License Area to its condition before the Improvements or to such condition as approved in writing by the Contract Administrator. If Licensee fails to make such restorations within thirty (30) days of termination, County may make them and then invoice Licensee for the costs thereof. Licensee shall pay such invoice within thirty (30) calendar days after receipt. 7.8. County shall have no obligation to compensate Licensee or City for any loss resulting from or arising out of the termination of this Agreement. 7.9. If tree mitigation is required as a result of termination of this Agreement, Licensee must obtain a Broward County Environmental Licensing and Building Permitting Division, Tree Preservation Program Agreement required by Chapter 27, Article XIV, Sections 27-401 through 27-414 of the Broward County Tree Preservation and Abuse Ordinance, as may be amended from time to time, to provide for relocation, removal, and replacement per the tree removal Agreement requirements at Licensee's sole cost and expense. 7.10. If Licensee fails to comply with the requirements of Sections 7.6, 7.7, and/or 7.9, City shall perform said requirements within thirty (30) days of written notice from the Contract Administrator. If City fails to timely perform such requirements, County may perform them, and then invoice City for the cost thereof. City shall pay the invoice within thirty (30) calendar days after receipt. 7.11. Notice of termination shall be provided in accordance with Section 8 of this Agreement, except that notice of termination by the County Administrator, pursuant to Section 7.4 of this Revocable License Agreement Page 6 of 15 CH Realty IX-Taylor/Theus I Miami Tamarac, L.P. Agreement may be verbal notice that shall be promptly confirmed in writing in accordance with Section 8 of this Agreement. SECTION 8. NOTICES Whenever any party desires or is required to give notice to another, such notice must be in writing, sent by certified United States Mail, postage prepaid, return receipt requested, or sent by commercial express carrier with acknowledgement of delivery, or by hand -delivery with a request for a written receipt of acknowledgment of delivery, together with a contemporaneous email, addressed to the party for whom it is intended at the place last specified in this section. The manner in which and persons to whom notice shall be provided will remain the sarne unless and until changed in writing in accordance with this section. The Parties respectively designate the following persons for receipt and issuance of notice: FOR COUNTY: Assistant Director, Broward County Highway Construction and Engineering Division 1 N University Dr, Ste 300B Plantation, FL 33324-2038 Email: bterrier@broward.org FOR CITY: Attn: Kathleen Gunn, City Manager City of Tamarac 7525 NW 88th Avenue Tamarac, FL 33321-2401 954-597-3510 Email: Kathleen.Gunn@tamarac.org FOR LICENSEE: Attn: David Ellison, Manager CEDM Tamarac Self Storage, LLC 4408 Forest Dr., Suite 350 Columbia, SC 29206 803-256-1050 Email: dellison@taylortheus.com SECTION 9. INDEMNIFICATION 9.1. Licensee shall indemnify and hold harmless County, and all of County's, past, present, and future officers, agents, servants, and employees (collectively, "Indemnified Party") from and against any and all causes of action, demands, claims, losses, liabilities, and expenditures of any kind, including attorneys' fees, court costs, and expenses (collectively, a "Claim"), raised or asserted by any person or entity not a party to this Agreement, which Claim is caused or alleged to be caused in whole or in part, by any intentional, reckless, or negligent act or omission of Licensee, its then current or former officers, employees, agents, servants or assigns, arising from, Revocable License Agreement - Page 7 of 15 CH Realty IX-Taylor/Theus I Miami Tamarac, L.P. relating to, or in connection with this Agreement. If any Claim is brought against an Indemnified Party, Licensee shall, at its own expense, upon written notice from County defend each Indemnified Party against each such Claim by counsel satisfactory to County, or, at the option of County, pay for an attorney selected by the County Attorney to defend the Indemnified Party. 9.2. If Licensee or City contract with a third party to perform any of their obligations under this Agreement, the party contracting with a third party must enter into written agreements with such third parties, which contracts are required to include an indemnification provision by such third party in favor of the Indemnified Party using the language provided in Section 9.1. 9.3. County and City are entities subject to Section 768.28, Florida Statutes, as may be amended from time to time, and agree to be fully responsible for the negligent or wrongful acts and omissions of their respective agents or employees to the extent permitted by law. Nothing herein is intended to serve as a waiver of sovereign immunity by any party to which sovereign immunity may be applicable. Nothing herein shall be construed as consent by either party to be sued by third parties in any matter arising out of this Agreement or any other contract. 9.4. The provisions of this Section 9 shall survive the expiration or earlier termination of this Agreement. SECTION 10. INSURANCE 10.1. For the duration of the Agreement, Licensee shall, at its sole expense, maintain the minimum coverages stated in Exhibit E in accordance with the terms and conditions of this section. Licensee shall maintain insurance coverage against claims relating to any act or omission by Licensee, its agents, representatives, employees, or any third parties in connection with this Agreement. County reserves the right at any time to review and adjust the limits and types of coverage required under this section. 10.2. Licensee shall ensure that "Broward County, Florida" is listed and endorsed as an additional insured as stated in Exhibit E on all policies required under this section. 10.3. On or before the Effective Date, or at least fifteen (15) days before the commencement of the Improvements, Licensee shall provide County with a copy of all Certificates of Insurance or other documentation sufficient to demonstrate the insurance coverage required by Exhibit E and this section. If and to the extent requested by County, Licensee shall provide complete, certified copies of all required insurance policies and all required endorsements within thirty (30) days after County's request. 10.4. Licensee shall ensure that all insurance coverages required by this section remain in full force and effect for the duration of this Agreement and until all performance required by Licensee has been completed, as determined by Contract Administrator. Licensee or its insurer shall provide notice to County of any cancellation or modification of any required policy at least thirty (30) days prior to the effective date of cancellation or modification, and at least ten (10) days prior to the effective date of any cancellation due to nonpayment, and shall concurrently provide County with a copy of Its updated Certificates of Insurance evidencing continuation of the -Revocable License Agreement Page 8 of 15 CH Realty IX-Taylor/Theus I Miami Tamarac, L.P. required coverage(s). Licensee shall ensure that there is no lapse in coverage at any time during the time period for which coverage is required by this section. 10.5. Licensee shall ensure that all required insurance policies are issued by insurers: (1) assigned an A.M. Best rating of at least "A" with a Financial Size Category of at least Class VII; (2) authorized to transact insurance in the State of Florida; or (3) a qualified eligible surplus lines insurer pursuant to Section 626.917 or 626.918, Florida Statutes, with approval by County's Risk Management Division. 10.6. If Licensee maintains broader coverage or higher limits than the minimum insurance requirements stated in Exhibit E, County shall be entitled to any such broader coverage and higher limits maintained by Licensee. All required insurance coverages under this section shall provide primary coverage and shall not require contribution from any County insurance, self- insurance or otherwise, both of which shall be in excess of and shall not contribute to the insurance required and provided by Licensee. 10.7. Licensee shall declare in writing any self -insured retentions or deductibles over the limit(s) prescribed in Exhibit E and submit to County for approval at least fifteen (15) days prior to the Effective Date or commencement of the Improvements. Licensee shall be solely responsible for and shall pay any deductibles or self -insured retention applicable to any claim against County. County may, at any time, require Licensee to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Licensee agrees that any deductible or self -insured retention may be satisfied by either the named insured or County, if so elected by County, and Licensee agrees to obtain same in endorsements to the required policies. 10.8. Unless prohibited by the applicable policy, Licensee waives any right to subrogation that any of Licensee's insurers may acquire against County and agrees to obtain same in an endorsement of Licensee's insurance policies. 10.9. If any of the policies required under this article provide claims -made coverage: (1) any retroactive date must be prior to the Effective Date; (2) the required coverage must be maintained after termination or expiration of the Agreement for at least the duration stated in Exhibit E; and (3) if coverage is canceled or nonrenewed and is not replaced with another claims - made policy form with a retroactive date prior to the Effective Date, Licensee must obtain and maintain "extended reporting" coverage that applies after termination or expiration of the Agreement for at least the duration stated in Exhibit E. 10.10. Licensee shall require that each third party retained by Licensee for performance of any of Licensee's obligations under this Agreement maintain coverage that adequately covers the performance of the third party on substantially the same insurance terms and conditions required of Licensee under this Section. Licensee shall ensure that all such third parties comply with these requirements and that "Broward County, Florida" is named as an additional insured under the third parties' policies. Revocable License Agreement Page 9 of 15 CH Realty IX-Taylor/Theus I Miami Tamarac, L.P. 10.11. Licensee shall not permit any third party to provide services under this Agreement unless and until the requirements of this section are satisfied. If requested by County, Licensee shall provide, within one (1) business day, evidence of any third party's compliance with this section. 10.12. City is a governmental entity and is fully responsible for the negligent or wrongful acts and omissions of its agents or employees, subject to any applicable limitations of Section 768.28, Florida Statutes. 10.13. Within five (5) calendar days after request by County, City must provide County with written verification of liability protection that meets or exceeds any requirements of Florida law. 10.14. If City contracts with one or more third parties to perform any of City's obligations set forth herein, City shall require that each third party (and any subcontractors retained by the third party) procure and maintain insurance coverages as provided in Exhibit E and Sections 10.1 through 10.11 of this Agreement. City must ensure that all such third parties name "Broward County, Florida" as an additional insured and certificate holder under the applicable insurance policies. City shall not permit any third party to provide services required by this Agreement until the insurance requirements of the third party under this section are met. If requested by County, City shall furnish evidence of all insurance required by this section. 10.15. County reserves the right, but not the responsibility, to periodically review any and all insurance coverage(s) required by this Agreement and to reasonably adjust the limits and/or types of coverage required herein, from time to time throughout the term of this Agreement. SECTION 11. MISCELLANEOUS 11.1. Independent Contractor. Licensee and City are each an independent contractor under this Agreement. In performing under this Agreement, neither Licensee, City, nor any of their respective agents shall act as officers, employees, or agents of County. Neither Licensee nor City has the power or right to bind County to any obligation not expressly undertaken by County under this Agreement. 11.2. Third Party Beneficiaries. Licensee, City, and County do not intend to directly or substantially benefit a third party by this Agreement. Therefore, the Parties acknowledge that there are no third -party beneficiaries to this Agreement and that no third party shall be entitled to assert a right or claim against either of them based upon this Agreement. 11.3. Assignment and Performance. Neither this Agreement nor any right or interest herein may be assigned, transferred, or encumbered by Licensee or City, except to successors in interest taking title to Licensee's Burdened Property, without the prior written consent of County, which consent may be withheld in County's sole discretion. Licensee and City each represent that each person and entity that will perform services under this Agreement is duly qualified to perform such services by all appropriate governmental authorities, where required, and is sufficiently experienced and skilled in the area(s) for which such person or entity will render services. Licensee and City each agree that all services under this Agreement will be performed in a skillful and respectful manner, and that the quality of all such services will equal or exceed prevailing industry standards for the provision of such services. Revocable License Agreement Page 10 of 15 CH Realty IX-Taylor/Theus I Miami Tamarac, L.P. 11.4. Materiality and Waiver of Breach. Each requirement, duty, and obligation set forth herein was bargained for at arm's-length and is agreed to by the Parties. Each requirement, duty, and obligation set forth herein is substantial and important to the formation of this Agreement, and each is, therefore, a material term of this Agreement. County's failure to enforce any provision of this Agreement will not be deemed a waiver of such provision or modification of this Agreement. A waiver of any breach of a provision of this Agreement will not be deemed a waiver of any subsequent breach and will not be construed to be a modification of the terms of this Agreement. 11.5. Compliance with Laws. Licensee and City shall each comply with all applicable federal, state, and local laws, codes, ordinances, rules, and regulations in performing its duties, responsibilities, and obligations pursuant to this Agreement. 11.6. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter. It may not be modified or terminated except as provided in this Agreement. If any provision is deemed invalid by a court of competent jurisdiction, it shall be considered severed from this Agreement:, and such severance shall not invalidate the remaining provisions. 11.7. Joint Preparation. This Agreement has been jointly prepared by the Parties and will not be construed more strictly against either party. 11.8. Interpretation. The headings contained in this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement include the other gender, and the singular includes the plural, and vice versa, unless the context otherwise requires. Terms such as "herein," "hereof," "hereunder," and "hereinafter," refer to this Agreement as a whole and not to any particular sentence, paragraph, or section where they appear, unless the context otherwise requires. Whenever reference is made to a section of this Agreement. such reference is to the section as a whole, including all of the subsections of such section, unless the reference is made to a particular subsection. 11.9. Priority of Provisions. If there is a conflict or inconsistency between any term, statement, requirement, or provision of any Exhibit attached hereto or referenced or incorporated herein and any provision in this Agreement, the provisions contained in this Agreement shall prevail and be given effect. 11.10. Law, Jurisdiction, Venue, Waiver of Jury Trial. This Agreement will be interpreted and construed in accordance with and governed by the laws of the State of Florida. The Parties agree that the exclusive venue for litigation arising from, related to, or* in connection with this Agreement shall be in the state courts of the Seventeenth Judicial Circuit in and for Broward County, Florida. If any claim arising from, related to, or in connection with this Agreement must be litigated in federal court, the Parties agree that the exclusive venue for such lawsuit shall be in the United States District Court or United States Bankruptcy Court for the Southern District of Florida. BY ENTERING INTO THIS AGREEMENT, LICENSEE, CITY, AND COUNTY HEREBY Revocable License Agreement Page 11 of 15 CH Realty IX-Taylor/Theus I Miami Tamarac, L.P. EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO THIS AGREEMENT. 11.11. Amendments. No modification, amendment, or alteration in the terms or conditions contained herein will be effective unless contained in a written document prepared with the same or similar formality as this Agreement and executed by the Parties. 11.12. Incorporation by Reference. Any and all Recital clauses stated above are true and correct and are incorporated by reference. The attached Exhibits are incorporated into and made a part of this Agreement. 11.13. Representation of Authority- Each individual executing this Agreement on behalf of a party represents and warrants that he or she is, on the date he or she signs this Agreement, duly authorized by all necessary and appropriate action to execute this Agreement on behalf of such party and does so with full legal authority. 11.14. Counterparts and Multiple Originals. This Agreement may be executed in multiple originals, and may be executed in counterparts, each of which will be deemed to be an original, but all of which, taken together, will constitute one and the same agreement. 11.15. Nondiscrimination. No party to this Agreement may discriminate on the basis of race, color, sex, religion, national origin, disability, age, marital status, political affiliation, sexual orientation, pregnancy, or gender identity and expression in the performance of this Agreement. 11.16. Time of the Essence. Time is of the essence for Licensee's and City's performance of all obligations under this Agreement. 11.17. Binding Effect. All of the obligations, covenants, and conditions under this Agreement shall be construed as covenants running with the Burdened Property and Revocable License Area and all rights given to and obligations imposed upon the respective parties shall extend and be binding upon the successors in interest and permitted assigns of the Parties. 11.18. Recording. Licensee, at its own expense, shall record this fully executed Agreement in its entirety in the Public Records of Broward County, Florida. (The remainder of this page is intentionally left blank.) Revocable License Agreement Page 12 of 15 CH Realty IX-Taylor/Theus I Miami Tamarac, L.P. IN WITNESS WHEREOF, the Parties hereto have made and executed this Agreement: BROWARD COUNTY through its BOARD OF COUNTY COMMISSIONERS, signing by and thr ugh its Mayor or Vice -Mayor, authorized to execute same by Board action on the 2 ;:4N-ay of 201 ,. CH Realty IX-Taylor/Theus I Miami Tamarac, L.P., signing by and through its Manager , authorized to execute same, and City of Tamarac, signing by and through its Mayor , duly authorized to execute same. ATTEST: Bro and Coun y Administrator, as ex ficio Clerk of the Broward County Board of County Commissioners J . CREATED Z " V: OCTlst air -; 1915 �,: 07 !!/!Illlitti County BROWARD CgtJ�TY, by and rough its Board of o utv Com loners By /Vice-M of , 20`LZ Approved as to form by Andrew J. Meyers Broward County Attorney Governmental Center, Suite 423 115 South Andrews Avenue Fort Lauderdale, Florida 33301 Telephone: (954) 357-760C Telecopier: (954) 357-7641 Digitally signed by Al A Al A DiCalvo DDae:2022.06.1012:36:34 By -04'00' Al A DiCalvo (Date) Senior Assistant County Attorney MICHAEL KERR Digitally 2906 0; SI7:59-"W By Michael J. Kerr Deputy County Attorney AAD CHRealtyLP Tri-PartyRLA-2021-04-Rock Island Rd v3-Final-2022-0207 2/7/22 (Date) Revocable License Agreement Page 13 of 15 CH Realty IX-Taylor/Theus I Miami Tamarac, L.P. REVOCABLE LICENSE AGREEMENT BETWEEN BROWARD COUNTY, CH REALTY IX-TAYLOR/THEUS I MIAMI TAMARAC, L.P., AND THE CITY OF TAMARAC Licensee WITNESSES: CH REALTY IX-TAYLOR/THEUS I MIAMI nature L /' Print Name, u re Print Na STATE OF 2c,tj'VI. C A161LY COUNTY OFc��) TAMARAC, L.P., a Delaware limited partnership By: CEDM TAMARAC SELF STORAGE, LLC, a South Carolina limited liability company, its general partner _ By uthorized Signor - DO.,; d O ll, "0- / M & -I-o. e l (Print Name and Title) i gtclay of PA w" to , 20 Z7- The foregoing instrument was acknowledged before me by means of Q physical presence or ❑ online notarization, this day of tj'llay6 � , 20� by 1�ci�td ill Mgjq Name and Title) of CEDM Tamarac Self Storage, LLC, a limited liability company, on behalf of the company. He/she is personally known to me or who has produced as identification. STATE OF SOUTH CAROLINA NOTARY PUBLIC JENNiFER ALBERT NOTARY EXPI'FiATION 10/11/23 My Commission Expires: Serial No., if any: Revocable License Agreement Page 14 of 15 CH Realty IX-Taylor/Theus I Miami Tamarac, L.P. REVOCABLE LICENSE AGREEMENT BETWEEN BROWARD COUNTY, CH REALTY IX-TAYLOR/THEUS I MIAMI TAMARAC, L.P., AND THE CITY OF TAMARAC City ATTEST: City'C rk (Print Name) (SEAL) OF TA W : ESTABLISHED� Q' O 1963 : q �_.. SEALCo f CITY OF TAMARAC By Mayor-Commissi ner Mit.hcl,lz *�. L7Orn�r2 (Print or Type Name) :L Z S day of City Manager (Print or Type Name) APPROVEFAAS TO LEGAL FORM: By rney Revocable License Agreement Page 15 of 15. CH Realty IX-Taylor/Theus I Miami Tamarac, L.P. EXHIBIT A LEGAL DESCRIPTION OF BURDENED PROPERTY: TRACT H OF SABAL PALM BY PRESTIGE, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 178, PAGES 71 THROUGH 87, OF THE PUBLIC RECORDS OF BROWARD COUNTY, FLORIDA. THIS SITE CONTAINS 76,621 SQUARE FEET (1.7590 ACRES), MORE OR LESS. THIS SITE LIES IN SECTION 12, TOWNSHIP 49 SOUTH, RANGE 41 EAST, BROWARD COUNTY, FLORIDA. EXHIBITA Page 1 of 1 SKETCH AND LEGAL DESCRIPTION BY PULICE LAND SURVEYORS, INC. �S 5381 NOB HILL ROAD �S SUNRISE, FLORIDA 33351 TELEPHONE: (954) 572-1777 • E-MAIL: surveys@pulicelandsurveyors.com CERTIFICATE OF AUTHORIZATION LB#3870 LEGAL DESCRIPTION (REVOCABLE LICENSE AREA): A PORTION OF THE RIGHT-OF-WAY DEDICATION OF ROCK ISLAND ROAD RECORDED IN OFFICIAL RECORDS BOOK 8057, PAGE 634 AND RIGHT-OF-WAY TRACT P, SABAL PALM BY PRESTIGE, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 178, PAGE 71, BOTH OF THE PUBLIC RECORDS OF BROWARD COUNTY, FLORIDA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHERLY SOUTHWEST CORNER OF TRACT H, OF SAID, SABAL PALM BY PRESTIGE; THENCE SOUTH 01 °30'24" EAST ALONG THE SOUTHERLY EXTENSION OF THE WESTERLY LINE OF SAID TRACT H, ALSO BEING THE EASTERLY LINE OF SAID RIGHT-OF-WAY TRACT P 4.48 FEET; THENCE SOUTH 88'29'36" WEST 21.00 FEET TO A POINT ON A LINE LYING 44.00 FEET EAST OF AND PARALLEL TO THE WEST LINE OF SECTION 12, TOWNSHIP 49 SOUTH, RANGE 41 EAST; THENCE NORTH 01°30'24" WEST ALONG SAID PARALLEL LINE 269.14 FEET; THENCE NORTH 88`29'36" EAST 28.00 FEET TO A POINT ON SAID WESTERLY LINE OF TRACT H AND EASTERLY LINE OF RIGHT-OF-WAY TRACT P; THENCE ALONG SAID WESTERLY LINE AND SAID EASTERLY LINE, THE FOLLOWING 3 COURSES AND DISTANCES; 1) SOUTH 01 °30'24" EAST 145.23 FEET; 2) SOUTH 02°29'51 " WEST 100.24 FEET; 3) SOUTH 01 "30'24" EAST 19.43 FEET TO THE POINT OF BEGINNING. SAID LANDS LYING AND BEING IN THE CITY OF TAMARAC., BROWARD COUNTY, FLORIDA AND CONTAINING 7,018 SQUARE FEET, MORE OR LESS. NOTES: 1) BEARINGS ARE BASED ON NORTH AMERICAN DATUM OF 1983 (1990 ADJUSTMENT) WITH THE WESTERLY RIGHT-OF-WAY LINE OF ROCK ISLAND ROAD BEING N01 `30'24"W AS SHOWN ON THE PLAT BOOK 178, PAGE 71. 2) THIS IS NOT A SKETCH OF SURVEY AND DOES NOT REPRESENT A FIELD SURVEY. 3) THIS SKETCH IS NOT VALID WITHOUT THE ORIGINAL SIGNATURE AND SEAL OR AN ELECTRONIC SIGNATURE AND ELECTRONIC SEAL OF A FLORIDA LICENSED SURVEYOR AND MAPPER. 4) ALL RECORDED DOCUMENTS ARE PER THE PUBLIC RECORDS OF BROWARD COUNTY. CLIENT: TAYLOR/THEUS HOLDINGS, INC SCALE: 1"=50' DRAWN: L.H. ORDER NO.: 68706 DATE: 06/1 1 /21 REVOCABLE LICENSE AREA ROCK ISLAND ROAD, TAMARAC, FLORIDA FOR: ROCK ISLAND STORAGE SHEET 1 OF 2 THIS DOCUMENT IS NEITHER FULL NOR COMPLETE WITHOUT SHEETS 1 AND 2 ❑ OHN F. PULICE, PROFESSIONAL SURVEYOR A4TMAPPER LS2691 H BETH BURNS, PROFESSIONAL SURVEYOR AND MAPPER LS6136 ❑ VICTOR R. GILBERT, PROFESSIONAL SURVEYOR AND MAPPER LS6274 ❑ DONNA C. WEST, PROFESSIONAL SURVEYOR AND MAPPER LS4290 STATE OF FLORIDA _. - SKETCH AND LEGAL DESCRIPTION BY POLICE LAND SURVEYORS, INC. �S 5381 NOB HILL ROAD �$ SUNRISE, FLORIDA 33351 TELEPHONE: (954) 572-1777 • E-MAIL: surveys@pulicelandsurveyors.com CERTIFICATE OF AUTHORIZATION LB#3870 I an 3� �a o° I3 Q N 0^ �• o r� ao �m a a~ 3 MM LLI Z � o �� }"� I Q m 3c� F-_ ZI od Hn U J o 0r 7 = '^ mm d w v_/ I m z n� Y� 0 o 3� UI W c Qoa 'mac o > U WwW C ~ c LLI Q C w o I w � Z N --44'— S88°29'36"W 21.00' w IK J m 029'36"E 28.00' Z= -iw� IY wad o TRACT A Q_o SPRING HOUSE, AN OXFORD COMMUNITY �w �, PLAT BOOK 128, PAGE 50 go: a moo- w 41 NORTH LINE OF TRACT H I §a W W� I TRACT H SABAL PALM BY PRESTIGE gg PLAT BOOK 178, PAGE 71 ^W I I I I S02029'51 "W 100.24' I I I S01 °30'24"E 19.43' I I 'OINT OF BEGINNINGI ORTHERLY SW CORNER TRACT "H" —SO1 030'24"E 4.48' REMAINING 15' X 12' ' FPL EASEMENT INSTRUMENT 1116886466 & (0.R.8. 16544, PAGE 5J2) r U Q 0 w Z N a w \ I I NON -VEHICULAR 7C7PLO18PAGE \I & SOUTH LINE 0r TRACT H \ ./T/-4—i \ NORTH RIGHT-OF-WAYILINEJ --— — _ _ _ _ — WEST COMMERCIAL BOULEVARD (NW 56TH STREET) I I (STATE ROAD NO. 870) CLIENT: TAYLOR/THEUS HOLDINGS, INC SCALE: 1"=50' DRAWN: L.H. ORDER NO.: 68706 DATE: 06/11 /21 REVOCABLE LICENSE AREA ROCK ISLAND ROAD, TAMARAC, FLORIDA FOR: ROCK ISLAND STORAGE SHEET 2 OF 2 THIS DOCUMENT IS NEITHER FULL NOR COMPLETE WITHOUT SHEETS 1 AND 2 LEGEND: Q_ CENTERLINE —/—/— NON —VEHICULAR ACCESS LINE O.R.B. OFFICIAL RECORDS BOOK EXHIBIT C Revocable License Agreement between Broward County, CH Realty IX-Taylor/Theus I Miami Tamarac, L.P., a Delaware limited partnership, and the City of Tamarac for the installation of improvements within county right-of-way along Rock Island Road, as shown on Exhibit B, in the City of Tamarac. SCOPE OF IMPROVEMENTS: This Revocable License Agreement authorizes the installation of landscaping improvements for an area approximately 270 feet long and 28 feet wide along the east side of Rock Island Road, north of West Commercial Boulevard, in the City of Tamarac. All work will be according to the approved plans that are on file in Broward County Highway Construction and Engineering Division's Paving and Drainage Section. A full-sized set of plans are on file with the Broward County Highway Construction and Engineering Division under Project Reference No. 210304001. NOTES: All landscaping shall be properly installed, maintained, and fertilized in accordance with the Broward County NatureScape program and Florida -Friendly Landscaping principles. Broward County NatureScape program information can be found at: http://www.broward.org/NatureScape/Pages/Default.aspx Florida -Friendly Landscaping principles and information can be found at: http://floridayards.org EXHIBIT C Page 1 of 1 EXHIBIT D Broward County Highway Construction and Engineering Division Revocable License Agreement Minimum Maintenance Performance Requirements General Requirements Licensee hereby agrees to provide maintenance in the Revocable License Area as described herein and in accordance with all articles of this Agreement. The specifications herein are the minimum standards and do not prevent the Licensee from performing any additional measures necessary to ensure proper maintenance. The Licensee shall maintain all installed landscape, irrigation, and any decorative specialty hardscape treatments placed in the Revocable License Area as follows: Landscaping • Fertilize all vegetation on a routine timeframe to meet the requirement of each plant specie. • Maintain all vegetation free from disease and harmful insects as possible. Mulch the vegetation beds and keep them free from weeds. • All mulched areas will be replenished at a minimum of once a year. Mulch should be maintained to a depth of three (3) inches. • The preferred species of mulch is shredded melaleuca or pine bark. • Cut the grass to maintain a neat and proper appearance. • Prune all plants to remove all dead or diseased parts of plants and all parts of plants which present a visual hazard or physical obstacle to the designated use of the areas. • Remove and replace all vegetation that is dead or diseased or that otherwise falls below the initial level of beautification of the Revocable License Area and ensure that such vegetation is of the same grade as specified in the original approved plans and specifications and the same size as those existing at the time of replacement. • Remove litter and illegal dumping from the Revocable License Area. • Trim all plant material, including ground cover, shrubs, plants, bases of palms and hedges, to maintain a neat and proper appearance. • Maintain shrubs at a maximum height of twenty-four (24) inches to ensure sight visibility per Florida Department of Transportation / Broward County guidelines. • Ground cover and shrub beds, mulch, and other areas must remain weed -free and all undesirable vegetation, including vines, must be removed. Trash/litter must be cleaned regularly. • Trim, prune, and thin all ground cover to retain its natural form in proportionate size to one another. Aesthetic pruning of ground cover shall include the removal of dead and/or broken branches. • At the completion of each ground cover trimming operation, all trimmed material, along with any trash/litter within the Revocable License Area shall be removed from the site. • Monitor and control undesirable insects and ant mounds. EXHIBIT D Page 1 of 3 o Tree and Palm • Tree and palm tree pruning will be done in accordance with Article 11 of the Broward County Natural Resource Protection Code, Code of Ordinances. Tree -trimming will be performed by a contractor that is in possession of a Broward County tree -trimming license (minimum Class "B" license). • Maintain a clearance of 14'- 6" from grade to lowest limbs of tree over vehicular travel lanes and 7'- 0" clearance over pedestrian walkways. • Maintain travel lanes to be clear of any palm fronds, branches or debris. • Dead fronds from palm trees must be removed from the ground immediately. Sabal and Washington Palms must be thinned of dead or dying fronds twice annually. • Canopy Trees must be pruned to remove sucker growth and to maintain clear visibility between grade and a height of at least 7'- 0". All damaged, dead, or diseased limbs resulting from weatheror pests must be removed upon discovery of defective condition. • Ornamental Trees such as Cattley Guava, Ligustrum and Oleander Standards must be pruned on a semi-annual basis by thinning and shaping to maintain the desired shape of the trees. o Tree Fertilization • Canopy Trees (up to three inches (3" )caliper must be fertilized to maintain good health. • All palms must be fertilized three (3) times per year. Tree Grates/Tree Root Ball/Tree Pit "Surround" Zone • Tree grates must be maintained and adjusted in a manner appropriate to prevent interference with the growth of the tree's trunk. • Tree grates must be maintained in a manner appropriate to maintain ADA compliance on any abutting walking surface. • Damages to tree grates that present a visual or physical deficiency must be repaired within thirty (30) days of notification to the Licensee. • Damages to tree grates that present a liability to the County must be repaired within twenty-four (24) hours of notification to the Licensee. • Tree grates must be pressure washed a minimum of once per year or more frequently, when necessary. Watering Requirements Watering requirements for trees commences on the day of tree installation. The watering period is for 3 months for tree establishment per the following watering schedule at the rate of 5 gallons per application: EXHIBIT D Page 2 of 3 • First 3 weeks: Watering occurs every day • Weeks 4-8: Watering occurs every other day • Weeks 9-12: Watering occurs once per week Watering requirements for turf grass commences on the day of turf grass installation. The watering period is every day for 1 month for turf grass establishment by saturating the root zone to a depth of approximately 4 inches. EXHIBIT D Page 3 of 3 EXHIBIT E INSURANCE REQUIREMENTS Project: Revocable License Agreement with CH Realty IX-Tavlor/Theus I Miami Tamarac, L.P. and City of Tamarac Agency: Highway Construction and Engineering Division 'I YPE OF INSURANCE ADnr, SCnR MINIMI,M LIABILITY LIMITS insn v ,m Each Occurrence Aggregate GENERAL LIABILITY - Broad form H ® Bodily Injury 0 Commercial General Liability 0 Premises —Operations Property Damage 0 XCU Explosion/Collapse/Underground 0 Products/Completed Operations Hazard Combined Bodily Injury and Property $1,000,000 $2,000,000 0 Contractual Insurance Damage 0 Broad Form Property Damage 0 Independent Contractors Personal Injury O Personal Injury — Products & Completed Operations Per Occurrence or Claims -Made: 0 Per Occurrence ❑ Claims -Made Gen'l Aggregate Limit Applies per: ❑ Project ❑ Policy ❑ Loc. ❑ Other AUTO LIABILITY 0 Comprehensive Form Bodily Injury (each person) Bodily Injury (each accident) 0 Owned 0 Hired Property Damage 0 Non -owned 0 Any Auto, if applicable Combined Bodily Injury and Property Damage $1,000,000 NoM. May be waived if no driving will be done in performance of services/project. ❑ EXCESS LIABILITY / UMBRELLA Per Occurrence or Claims -Made: ❑ Per Occurrence ❑ Claims -Made Note: May be used to supplement minimum liability coverage requirements. 0 WORKER'S COMPENSATION N/A Each Accident STATUTORY LIMITS Note: U.S. Longshoremen & Harbor Workers'Act & Jones Act is required for any activities on or about navigable water. 0 EMPLOYER'S LIABILITY Each Accident $500,000 ❑ PROFESSIONAL LIABILITY (ERRORS & Each Claim: OMISSIONS) All engineering, surveying and design *Maximum Deductible: professionals. ❑ POLLUTION / ENVIRONMENTAL Each Claim: LIABILITY *Maximum Deductible: ❑ Installation floater is required if Builder's Risk or Property are not carried. Note: Coverage must be "All Risk", Completed Value. *Maximum Deductible (Wind and/or Flood): Completed Value *Maximum Deductible: Description of Operations: `Broward County" shall be listed as Certificate Holder and endorsed as an additional insured for liability, except as to Professional Liability. County shall be provided 30 days written notice of cancellation, 10 days' notice of cancellation for non-payment. Contractors insurance shall provide primary coverage and shall not require contribution from the County, self-insurance or otherwise. Any self -insured retention (SIR) higher than the amount permitted in this Agreement must be declared to and approved by County and may require proof of financial ability to meet losses. Contractor is responsible for all coverage deductibles unless otherwise specified in the agreement CER FIFICATE HOLDER: Digitally signed by Broward CA�rrd A11.04 LL 115 South ,lndre�t5 Avenue Date:20 Date:2021.11.04 Port Lauderdale. Florida 33301 09:38:47-04'00' Risk Management Division EXHIBITE Page 1 of 1 Page 1 of 1 ACOORV L..--- CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDIYYYY) 02/09/2022 _ THIS- CERTIFICATE IS ISSUED AS -A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Willis Towers Watson Insurance Services West, Inc. c/o 26 Century Blvd P.O. Box 305191 CONTACT NAME: Willis Towers Watson Certificate Center PHONE FAX FAX 1-888-467-2378 AIC No E-MAIL ADDRESS: certificates@willis.com INSURERS AFFORDING COVERAGE NAIC# Nashville, TN 372305191 USA INSURER A: Phoenix Insurance Company 25623 INSURED CH Realty IX-Taylor/Theus I Miami Tamarac, L.P. INSURER B Allied World National Assurance Company 10690 -- 3819 Maple Avenue INSURERC: INSURER D: Dallas, TX 75219 INSURER E : INSURER F : COVERAGES CFRTIFICATF N1IMRFR• W23905884 RFVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF MM/DD/YYVY POLICY EXP MM/DD/YYW LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE � OCCUR DAMAGERENTED PREMISESS( PREMIEa occurrence $ 300,000 X MED EXP (Any one person) $ 0 A Terrorism Included - X No Deductible/SIR PERSONAL & ADV INJURY $ 1,000,000 Y-660-8K286702-PHX-21 06/01/2021 06/01/2022 GEML AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY PRO- JECT Fx_1 LOC PRODUCTS -COMP/OPAGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) ANY AUTO $ OWNED SCHEDULED AUTOS ONLY AUTOS $ BODILY INJURY (Per accident) PROPERTY DAMAGE Per accident HIRED NON -OWNED AUTOS ONLY AUTOS ONLY $ _._ B X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000,000 EXCESS LIAB CLAIMS -MADE 0307-5793 06/01/2021 06/01/2022 DED X RETENTION$ 10,000 $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETOR/PARTNER/EXECUTIVE PER OTH- STATUTE ER E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N / A E.L. DISEASE - EA EMPLOYEE — - - $ (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Tamarac Self -Storage, 5100 W Commercial Blvd (NEC Commercial Blvd & Rock Island Rd), Tamarac, FL 33319 This is for vacant land excludes development activities. urm I Irium I C nULUGK Broward County 201 N.W. 84TH Ave. Plantation, FL 33324 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD SR. 1D: 22196758 —TCH: 2406506 This Instrument prepared by: Janna P. Lhota, Esq. HOLLAND & KNIGHT LLP 515 E. Las Olas Blvd., Suite 1200 Fort Lauderdale, FL 33301 Folio No.: 4941-13-27-2380 AGREEMENT TO MAINTAIN LANDSCAPING This Agreement to Maintain Landscaping is executed this q day of V, 2022, by and between CH REALTY IX-TAYLOR/THEUS I MIAMI TAMARAC, L.P., a Delaware limited partnership ("Owner"), and the CITY OF TAMARAC, a municipal corporation organized and existing under the laws of the State of Florida ("City"). WHEREAS, on or about the date hereof, the parties have entered in to that certain Revocable License Agreement with Broward County (the "RLA"); WHEREAS, the RLA obligates the City to perform certain Maintenance Obligations (as defined in the RLA) in the event Owner fails to timely perform such Maintenance Obligations; and WHEREAS, the parties have agreed to execute this agreement to ensure the City that Owner will perform its obligations as and when required under the RLA. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Owner and City agree as follows: Owner, including any successor in interest, agrees to perform the Maintenance Obligations and otherwise comply with its obligations under the RLA, including without limitation: a. to enter into a written contract with a third party landscape maintenance provider under which the third party must agree to make the Improvements (as defined in the RLA) and/or perform the Maintenance Obligations in accordance with the requirements of the RLA; b. to provide a permanent performance bond in the form of a cash deposit in the amount 125% of the cost of annual maintenance of the Improvements as provided in the attached Exhibit "A" to be held in a separate account by the City. In the event Owner fails to perform its Maintenance Obligations under the RLA, subject to providing prior notice to Owner and a reasonable opportunity to cure the failure, City shall be entitled to recover from the permanent performance bond any costs incurred by the City as a result of Owner's failure to perform under this agreement or the RLA. Should the City draw upon the permanent performance bond, the City HSB 6876487 v.I shall promptly notify Owner, and Owner shall promptly restore the cash deposit, as may be necessary, to the full amount; and c. to indemnify and hold harmless City from its actual damages incurred with regard to all claims arising from the failure of Owner to comply with the Owner's obligations set forth in the RLA. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above -written. CH Realty IX-Taylor/Theus I Miami Tamarac, L.P. By: CEDM Tamarac Self Storage, LLC, its general partner Signature: Name: Title: M e.�aa Lr City of Tamarac Signature: /X" - Name: Title: MCtUo/ HSB 6876487 v.1 EXHIBIT "A" ,x WITKIN HULTS + PARTNERS Rock Island Storage March 2, 2022 In regards to the Landscape Maintenance Annual estimated cost of the proposed trees with in the right of way: The maintenance of the seven Silver Buttonwood trees within the right of way along Rock Island Road will be approximately $500 quarterly. This would total to the amount of $2,000 a year for the bond amount. Please let us know if there are any questions regarding the aforementioned estimate Thank You, Andrew Witkin, FASLA, President / CEO Witkin Hults + Partners 954.923.9681 LPNDSCq LA0000889 Z _4 tu; rn 307 south 21 avenue hollywood, fl 33020 p 954.923.9681 f 954.923.9689 witkindesign.com and planning 9 rer -a 1.72 =I I %%%%%�cccc��cc/ ������� � / ii'I11�ior�i/a�rrrlll�rirrrrll ���!////%0�%r///��/////,���� it �>�/ ��������������J��ii%i%i%%%%��rr,,,� The undersigned Contractor ("Contractor") has or may be awarded certain work (as defined below) by Extra Space Management, Inc. ("ESMI" , to conduct landscaping work at one of the self -storage facilities that ESMI either owns or operates. The specifics of the work, including but not limited to scope of work, pricing, and the applicable term, is shown on Exhibit "A" attached hereto (the "Work"). This Master Contractor Agreement ("Agreement") shall govern all work performed by Contractor on behalf of ESMI (whether present or future work) and Contractor shall be bound by the terms and conditions attached hereto as Exhibit "B" which is incorporated herein by reference and included as part of this Agreement. This Agreement represents the entire, exclusive, and final agreement and may not be modified except in writing, signed by all parties. This Agreement shall be enforced in accordance with the laws of the state where the Work is performed. If any provisions of this Agreement are contrary to law or found unenforceable, such provisions will be stricken from the Agreement with the balance remaining in full effect to the greatest extent 01=010,WL I MIMMAU11131i'll �� �� �, MMM Contractor Address 4609 SW 44th Ave, Fort Lauderdale, FL 33314 Email Address office@twqtandscaping.com Phone Number 9545834752 BRITION WOULE (Aug 30, 2022 14:57 EDT) Printed Name: BRITTON WOOLF Its: Member By: Tom Merriman (AL�JgK, �2022 1�4:59 �E�DT) Printed Name: Tom Merriman Its: District Manager 9 rer -a 1.72 =I I EXHIBIT "A" Description of Landscaping Services, Charges and Term Loc ation where services be rendered 0 7764 - Tamarac - Rock Island Rd. 5602 Rock Island Rd, Tamarac, FL, 33319 will . A. BASIC SERVICES 1. LAWN MAINTENANCE — CURB APPEAL a. The contractor will be responsible for keeping all curb facing lawn areas in healthy condition, free of disease, pests, and litter. b. The contractor shall remove trash and debris from all landscape areas on each maintenance visit and prior to commencement of mowing operations. c. Vacuum., blow or sweep all drive aisles/parking lot(s) (including lot curb lines and parking lot comers.) d. Turf height will be maintained by the contractor between 3"' and 4" unless otherwise approved by owner. e. The contractor will mow, trim/edge, and rake lawn areas as needed to maintain an even, well- groomed appearance. f. Edging of walks, drive, etc should be limited to concrete areas in order to avoid damage to irregular asphalt, flagstone, brick, wood walks and decks. Edging to be reviewed and completed during each visit as needed using a steel blade edger. g. The contractor will remove visible lawn clippings and dispose of them away from the premises in a legal manner. Lawn clippings will be removed from all hard surfaces. h. The contractor will perform complete leaf removal ensuring that the site is clean. . i. Contractor may elect not to mow any areas that he feels would be unsafe. Area to be indicated on completion paperwork and signed off by the store manager. Reasons can include, Areas but not limited to the following reasons: 1) Areas in use at the time of mowing by large groups of residents, children, etc. 2) Areas excessively wet due to improper drainage not caused by the contractor. 3)Areas under construction. 2. TREES/SHRUBS/WEEDING a. Shrubs: Evergreen and deciduous shrubs shall be trimmed to maintain a uniform natural appearance during the entire season. Trimming should be timed to minimize the impact on 'flowering' shrubs and to develop full and balanced plants. b. Trees: Only trees 6, feet caliber and below shall have trunk suckers and rubbing branches removed and minor canopy thinning. All pruning equipment shall be sharp, clean, and safe. Deciduous trees (below 1. 5 feet) should be pruned, as necessary, for the maintenance of healthy trees and to maintain their natural shape. Sight triangles must be given special attention, so that traffic is visible at intersections. Trees above 15 feet to have a scheduled trim/prunin.g once per year while palm trees are to be de -booted twice per year. c. Palm Trees: Maintain I time a year as needed. Prune to remove yellow, brown or broken fronds. Remove loose petioles or boots by hand. Remove flower and fruit stalks. d. Weeds: Shrub beds, tree rings, flowerbeds, and all landscaped areas are kept weed -free and in a professional appearance. Shrub and landscaped beds will be weeded throughout the summer, either manually or using LEER EB O&M approved integrated management process. Cracks and joints in asphalt, sidewalks, and around, building foundations will be treated with LEER EB O&M approved integrated management processes as needed to control unsightly weeds and grasses. All tree rings shrub, and perennial beds located in turf areas throughout the property shall be properly edged and, cultivated as required (minimum cultivation of 3 times per year). 3. GUTTER CLEANING a. All properties that have gutters installed MUST be cleaned a total of two times during the contract duration. All debris, leaves, trash or any obstructions must be cleaned out and the gutters flushed clean with water. These cleanings should occur during the Spring and Fall cleanup. b. Contractor must provide before and after pictures of gutter cleaning to Store Manager upon service completion. 0 2 gwzla- c. Additional cleanings, can be requested / discussed with the Landscape Contractor and the District Manager as needed. B. IRRIGATION CONTROL AND MAINTENANCE 1. ACTIVATION a. Contractor shall activate the irrigation system during Spring Cleanup, weather permitting. Contractor to indicate successful activation on completion paperwork and signed by store manager. b. At the time of activation, all necessary repairs will be made to bring the system up to operating condition. These repairs will be done on a time and materials basis, approved prior to completion by the District Manager. 2. REGULAR MAINTENANCE a. After system is activated and operating, Contractor will be responsible for checking the system during each scheduled visit to insure proper operation. b. Perform two (2) wet tests per year to ensure sprinkler system is fully functional. Complete during Spring and Fall cleanup. c. In the event malfunctions are found during the regular checking of the irrigation system, repairs will be made on a time and materials basis approved prior to completion by the District Manager, provided they were not damaged by the Contractor. Contractor is responsible for damages to irrigation system caused by landscape services. d. Contractor shall keep the need for water conservation in mind. During extended cold or rainy periods, the irrigations controllers will be turned off. However, occasional rainstorms will not constitute adequate reasons for turning off controllers. 3. WINTERIZATION a. Contractor shall winterize the irrigation system during the Fall Cleanup, weather permitting, late October but no later than November 1. b. Proper winterization will include the use of a compressor to blow out sprinkler lines. C. CLEAN UP SERVICES 1, SPRING CLEANUP a. Remove leaves and winter debris from all turf, shrubs, flowers, ground cover, and open planting bed areas on. the property, as designated by vacuuming, blowing, and/or raking. b. Vacuum, blow or sweep all drive aisles/parking lot(s). This includes of curb lines and parking of corners ensuring the removal of all organic and winter debris, including salt and sand from seasonal sites. c. All perennial grasses and flowers shall be cut down to grade level and all stalk and stem debris shall be cleaned up and disposed of properly. A pre -emergent starter fertilizer will be applied to perennial and ground cover bed areas and cultivated into surrounded soils. d. Edges for tree rings, shrubs, perennial, and annual beds located in turf areas shall be well defined to the depth of 23 inches. Edges shall be consistent form and be straight or curve linear without jagged or irregular edges. e. All shrub beds shall receive a combination of granular pre -emergent weed control application with a balanced nitrogen phosphorus and potassium fertilization to help control annual weed germination and promote spring shoot growth. f. Manual cultivation shall be done in existing tree rings and shrub beds to "freshen beds" and mix pre - emergent herbicide and fertilizer into surrounding soils. g. All deciduous and evergreen shrubs shall be pruned of winter dieback or snow damage components. Work must be done after spring leaf expansion. h. All deciduous trees up to 12 feet high shall be pruned removing broken, dead, and diseased branches. Work must be done after spring leaf expansion. i. Apply liquid time released fertilizer and herbicide application to all turf areas. Application shall include a pre -emergent annual grassy weed herbicide, broadleaf post -emergent herbicide and balanced fertilizer. j. Where mulching is required, all planting bed areas shall have aged double shredded hardwood, dark in color. All planting beds and tree rings shall be mulched at a depth of two inches. Any mulch existing from previous years that exceeds one inch in depth shall be removed before new mulch is, applied. The mulch must be kept at least two inches from the base of tree trunks and crowns of all shrubs. k. Perform gutter cleaning as indicated in section 3 of exhibit A. 1. Perform wet tests to ensure sprinkler system is fully functional. 2. FALL CLEAN UP a. All perennials, except for ornamental grasses and fall perennial flowers shall be cut back to ground level or crown of the plant. b. All shrub beds shall be cleared of clippings, leaves, and other debris. Clippings, leaves, and other debris shall be removed from the property and disposed of properly. c. Caution should be taken to avoid dislodging mulch during the fall clean-up. d. Perform gutter cleaning as indicated in section 3 of exhibit A. e. Perform wet tests to ensure sprinkler system is fully functional. f. Vacuum., blow or sweep all drive aisles/parking lot(s). This, includes lot curb lines and parking lot corners ensuring the removal of all organic and winter debris, including salt and sand from seasonal sites. g. Fall clean up shall not take place until all leaves have fallen from trees on property. D. LAWN MAINTENANCE SERVICES - OTHERN a. Area to be indicated on completion paperwork and signed off by the store manager. b. The contractor will be responsible for keeping lawn areas in healthy condition, free of disease, pests, and litter. c. The contractor shall remove trash and debris from all landscape areas on each maintenance visit and prior to commencement of mowing operations. d. Turf height will be maintained by the contractor between 6" and 8" unless otherwise approved by owner. e. The contractor will remove visible lawn clippings and dispose of them away from the premises in a legal manner. Lawn clippings will be removed from all hard surfaces. f. The contractor will perform complete leaf removal ensuring that the site is clean. g. Contractor may elect not to mow any areas that he feels would be unsafe. Area to be indicated on completion paperwork and signed off by the store manager. Reasons can include, Areas but not limited to the following reasons: 4)Areas inuse at the time of mowing by large groups of residents, children, etc. 5)Areas excessively wet due to improper drainage not caused by the contractor. 6).Areas under construction. E. TERM AND PRICING (select appropriate option between seasonal or annual) 1. TERM: The term of this Agreement shall be either Seasonal or Annual. Seasonal term is for weeks, beginning . and ending on Annual term is for 29. weeks, beginning 9/5/2022 and ending on 3/31/2,023. This contract is Seasonal or Annual: Annuat MOT M".'at Me 2. PRICING (fill in appropriate pricing for the selected Annual or Seasonal option) Basic Services (A) Irrigation (B) Lawn Maintenance Services — Other (D) TOTAL SEASONAL CONTRACT PRICE (without Fall/Spring clean-up costs) Seasonal Contract / Flat Rate Totals Spring Clean Up Cost (C 1) Fall Clean Up Cost (C2) Basic Services (A) Irrigation (B) Lawn Maintenance Services — Other (D) TOTAL ANNUAL CONTRACT PRICE 3. HOURLY CONTRACT ITEMS Sprinkler Repair Additional Mulch Additional Rock General Labor Rate Tree and Stump Removal 4. ADDITIONAL SERVICES Retention/Detention Maintenance Visit Amt # of Visits Term Total Visit Amt # of Visits Total �49r; nn 1A et r, a r, r) n t) 19TEMITM Per Year (tn (w) to An W50.00 RETENTION/DETENTION MAINTENANCE SCOPE a. Dry Retention/Detention ponds to follow basic lawn maintenance (above) leaving grass 4-6 inches in height and removing clippings from the area. Services to include cleaning out trash and debris from the outlet/trash rack during each visit. b. Wet Retention/Detention ponds to be cleaned twice a year (or following local AHJ requirements) to remove floating litter, scum and algal blooms. During dry times, all vegetation to be cut back to approved height based on local jurisdiction. Shoreline erosion and heavy sediment removal to be identified and recommendations for repairs and cost to be provided to the District Manager. c. Structural Components. For all retention areas, a thorough inspection of outlets, inlets, orifice, trash rack, and trickle channels must be completed, twice a year during Spring and Fall, Cleanup. Any damage or repairs outside of the contract must be identified and recommendations for repairs and cost to be provided to the District Manager. MOT M".30 MIA All prl*cl*ng and hourly rates for Work shall be inclusive of all taxes, including but not limited to sales tax. It shall b Contractor's responsibility to pay the tax on any materials needed to perform the Work. General Comments for Contract / Pri*cmg: 0 2 gwzla- EXHIBIT "B" Terms and Conditions PROFESSIONAL EXPERTISE; WARRANTY: Contractor is being engaged by ESMI in reliance upon Contractor's certifications and representations of professional expertise in the field of such Services. Contractor warrants that the Services performed by it shall be performed in a first-class workman -like manner. INDEPENDENT CONTRACTOR STATUS: During the term hereof and thereafter, Contractor shall be deemed an independent contractor and shall not be entitled to receive any benefits of employment generally available to ESMI's employees. EQUIPMENT9 MATERIALS AND SUPPLIES: Contractor shall provide at its expense all equipment, materials and supplies required in performing the Services hereunder, except for equipment, materials and supplies, if any, to be provided or paid for by ESMI as specifically set forth in Exhibit A. Any equipment, materials, supplies or other personal property of Contractor used, held or stored on the premises of ESMI shall be at the sole risk of Contractor. Upon termination of this Agreement for any reason, Contractor shall immediately remove all of its property from the premises of ESMI and any property not so removed may be removed by ESMI at Contractor's expense. SCHEDULE OF SERVICES: Contractor shall perform the Services during the times and at the frequencies set forth in Exhibit A or, if not so specified, during the times and at the frequencies as may from time to time be designated by ESMI; provided that Contractor shall not to be held responsible for delays in the completion of specified tasks due to weather conditions,. EMPLOYEES: All agents, employees, or other persons employed in any manner by Contractor in connection with providing the Services to ESMI shall appear and conduct themselves at all times while on the premises of ESMI in a manner which is as unobtrusive as possible and consistent with the character and reputation of ESMI and in such a way as not to annoy or interfere with any tenants, patrons or business of ESMI. Contractor, promptly after demand by ESMI, will cause to be removed from the premises of ESMI any of such persons to whom ESMI shall object and any such person so removed shall not thereafter be employed by Contractor in connection with provision of Services to ESMI. COMPLIANCE WITH LAWS, LICENSES AND REGULATIONS: Contractor shall comply with all applicable laws, rules and regulations with respect to the work to be performed and the equipment or materials to be furnished hereunder. Contractor shall, at its expense, procure and maintain all permits or licenses which may be required at any time in connection with the performance of the Services, and shall furnish to E,SMI copies of each such permit or license. LIENS: Contractor covenants and agrees to keep the premises of ESMI free and clear from any and all liens for work performed or materials furnished hereunder, and Contractor agrees to indemnify ESMI against any and all costs, losses and damage resulting from the filing of any such liens against ESMI. As a condition to payment hereunder, Contractor shall from time to time, upon request by ESMI, furnish waivers or releases of such liens or receipts in fall for all claims for such work or materials and an affidavit that all such claims have been fully satisfied. INDEMNIFICATION: Contractor hereby indemnifies, defends, and holds, harmless ESMI and its owners, partners, subsidiaries, affiliates, and employees, and the property's owner, if different (collectively referred to as the "Indemnitees"), and each of them, against and from any and all allegations, demands, claims, liabilities, damages, or costs of whatsoever nature (including reasonable attorney's fees) ("Claims"), arising out of or in any way connected with this Agreement, the Services provided by Contractor or any subcontractors of Contractor hereunder or any related act or failure to act by Contractor or Contractor Parties, and whether or not occasioned or contributed to by the negligence of ESMI or any agent or employee of the Inden-mitees, or any of them (except as and to the extent otherwise prohibited by applicable law). Indemnity obligations shall survive the termination of this Agreement. INSURANCE: The Contractor shall maintain, at its own cost and expense, and cause any subcontractor to also maintain at their own cost and expense, the following types and amounts of insurance with insurers rated "A-" 'W" or better by A.M. Best. Statutory Workers' Compensation and Employers Liability insurance with minimum limits of liability in accordance with applicable state law.