97-071 RESOLUTION NO. 97-71
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AVENTURA, FLORIDA, AUTHORIZING THE CITY
MANAGER ON BEHALF OF THE CITY TO EXECUTE AND
OTHERWISE ENTER INTO THE ATTACHED LEASE
AGREEMENT BETWEEN THE CITY OF AVENTURA AND
POINT EAST ONE CONDOMINIUM CORPORATION, INC.,
POINT EAST TWO CONDOMINIUM CORPORATION, INC.,
POINT EAST THREE CONDOMINIUM CORPORATION, INC.,
AND POINT EAST FOUR CONDOMINIUM CORPORATION,
INC., TO PROVIDE FOR THE ESTABLISHMENT OF A FIRE
RESCUE SUBSTATION; AUTHORIZING THE CITY
MANAGER TO DO ALL THINGS NECESSARY TO CARRY
OUT THE AIMS OF THIS RESOLUTION; AND PROVIDING
FOR AN EFFECTIVE DATE.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF AVENTURA, FLORIDA, THAT:
Section 1. The City Manager is hereby authorized on behalf of the City of
Aventura to execute and otherwise enter into that certain Lease Agreement between the
City of Aventura and Point East One Condominium Corporation, Inc., Point East Two
Condominium Corporation, Inc., Point East Three Condominium Corporation, Inc., and
Point East Four Condominium Corporation, Inc., to provide for the establishment of a fire
rescue substation, in substantially the form as attached hereto.
Section 2. The City Manager is hereby authorized to do all things necessary and
expedient in order to effectuate the execution of the attached Agreement described in
Section 1 above, and to carry out the aims of this Resolution.
Section 3. This Resolution shall become effective immediately upon its adoption.
Resolution No. 97-7t
Page 2
The foregoing Resolution was offered by Councilmember ]leskin , who
moved its adoption. The motion was seconded by Councilmember Berger , and
upon being put to a vote, the vote was as follows:
Councilmember Arthur Berger yes
Councilmember Jay R. Beskin yes
Councilmember Ken Cohen yes
Councilmember Harry Holzberg yes
Councilmember Patdcia Rogers-Libert yes
Vice Mayor Jeffrey M. Perlow yes
Mayor Arthur I. Snyder yes
PASSED AND ADOPTED this 7th day of October, 1997.
AF~THIJR Ii SNY'DER,/MAYOR
ATTEST:
TERESA M. SMITH, CMC
CITY CLERK
APPROVED AS TO LEGAL SUFFICIENCY:
CITY ATTORNEY
EMSAms
7/
WEISS SEROTA H E LFIVIAN
PASTORIZA ~C GUEDES, P.A.
ATTORNEYS AT LAW
2665 SOUTH BAYSHORE DRIVE
SUITE 4;~0
ROY J- [~AROUET M JAM I, f LO R I DA 33 J 33 888 EAST LAS OLAS BOULEVARD
VIA FEDERAL EXPRESS
Ms. Theresa Smith
City Clerk
City of Aventura
2999 N.E. 191 Street
Suite 500
Aventura, Florida 33180
Re: Lease Agree~nent with Point East Condomininm (the "Lease Agreement")
Dear Theresa:
Enclosed please find a fully executed original of the Lease Agreement as well as a fully
executed original of the Agreement with Miami-Dade Fire Rescue Service District Board ("Fire
Board") assigning the Lease Agreemem from the City to the Fire Board. Please retain these
original documents in the City files for safekeeping. I have placed copies of these documents in my
files for future reference.
Thank you in advance for your anticipated cooperation in this matter. Please call me with
any questions or comments regarding the foregoing.
Sincerely,
SWZ/del
328.002
Enclosures
LEASE AGREEMENT
between
POINT EAST ONE CONDOMINIUM CORPORATION, INC.
POINT EAST TWO CONDOMINIUM CORPORATION, INC.
POINT EAST THREE CONDOMINIUM CORPORATION, INC.
POINT EAST FOUR CONDOMINIUM CORPORATION, INC.
CITY OF AVENTURA
Premises:
2601 Point East Drive
Aventura, Florida 33180
LEASE AGREEM~ENT
LEASE AGREEMENT made as of ~pr53_ ~_$ , 1998, between POINT
EAST ONE CONDOMINIUM CORPORATION, INC., POINT EAST TWO
CONDOMINIUM CORPORATION, INC., POINT EAST THREE CONDOMINIUM
CORPORATION, INC., and POINT EAST FOUR CONDO1VflNIUM CORPORATION,
INC., all Florida not for profit corporations, having a collective address at 2895 Point East
Boulevard, Aventura, Florida 33160 (collectively, the "Landlord"); and CITY OF AVENTURA,
a Florida municipal corporation, having an address at 2999 N.E. 191st Street, Aventura, Florida
33180 ("Tenant").
RECITALS:
1. Landlord is the owner of that certain improved real property located in the in the
City of Aventura, County of Miami-Dade, State of Florida, as more particularly described as
Exhibit "A" attached hereto and by this reference made a part hereof(the "Property"); and,
2. Tenant desires to lease from Landlord and Landlord is willing to lease to Tenant,
the western portion of the Building (as defined below) located on the Property consisting of
approximately 3,000 square feet as more particularly described on Exhibit "B" attached hereto
and by this reference made a part hereof (the "Premises"), in furtherance of such purposes of
Tenant and upon and subject to all terms, covenants, conditions and provisions set forth below.
NOW, TH~EREFORE, in consideration of the rents and agreements set forth herein, and
intending to be legally bound hereby, Landlord and Tenant agree as follows:
ARTICLE 1. DEFINITIONS.
1.I The following terms shall have the following meanings wherever used in this
Lease:
"Building" means the structure in and on the Property as it exists on the date hereof and as
generally depicted on Exhibit "B" attached hereto and by this reference made a part
hereof, as the same may be altered, reduced, expanded or replaced from time to time
subject to the Landlord's prior written approval which shall not be unreasonably withheld
or delayed; provided, however, that any alteration, reduction, expansion or replacement
shall not diminish the Premises or materially diminish the Common Areas.
"Common Areas".means those areas and facilities designated on Exhibit "B" attached
hereto and made a part hereof which are furnished by Landlord, in or near the Building
for the non-exclusive general common use of tenants and other occupants of the Building,
their officers, agents, servants, employees and customers, guests and invitees including
(without limitation) all parking areas (except for those parking areas designated for
Tenant's exclusive use pursuant to Article 18 hereof), access roads, employee parking
areas, driveways, sidewalks, roofs, and sprinklers in Common Areas, ramps, landscaped
and planted areas, stairways, elevators, lighting facilities, rest rooms, and other similar
areas, facilities or improvements to or used or useful in connection with the Building.
"Condemnation" (or to "Condemn") means any and every taking (temporary, or
permanent) for any public or quasi-public purpose, by any Government Entity by exercise
of condemnation or eminent domain (or any transfer or conveyance by agreement in lieu
thereof).
"County" means Miami-Dade County, Florida.
"Fire Board" means Miami-Dade Fire Rescue Service District Board.
"Government Entity" means the United States, the State of Florida, the County of Miami-
Dade, the City of Aventura, and any and every political subdivision of government of any
kind whatsoever, now existing or hereafter created, including all administrative agencies,
departments, bureaus, boards, commissions, courts, or other instrumentalities thereof,
now or hereafter having jurisdiction over the Premises.
"Law" or "Laws" means each and every law, regulation, rule, order, ordinance, statute,
decree, official or unofficial interpretation, or other requirement of any kind whatsoever,
present or future, issued by any Government Entity applicable to or affecting the
Premises, Property and/or Building including without limitation all federal, state and local
laws, including statutes, regulations, ordinances, codes, rules and other governmental
restrictions and requirements relating to the environment, pollutants or ba:'ardous
substances including, but not limited to, the Federal Solid Waste Disposal Act, the Federal
Clean Air Act, the Federal Clean Water Act, the Federal Resource Conservation and
Recovery Act of 1976, the Federal Comprehensive Environmental Response,
Compensation and Liability Act of 1980, the Federal Superfund Amendments and
Reauthorization Act of 1986, Chapters 161,253,373,376 & 403 Florida Statutes., and the
rules and regulations of Florida Department of Environmental Protection.
"Lease" means this Lease Agreement between Landlord and Tenant.
"Premises" means that certain improved real property containing approximately 3,000
square feet of area located in the western portion of the Building on the Properly in the
City of Avenmra~ CmmU of Miami-Dade, State of Florida, all as more particularly
described on Exhibit "B" a.~ached hereto and by this reference made a part hereof.
"State" means the state of Florida.
"Utilities" means any and all utility services and installations (including, electricity, water,
natural gas, telephone, other telecommunications of every kind, steam, sewer, and refuse
removal), and all piping, wiring, conduit, and/or other fixtures of every kind related
thereto or used in connection therewith.
1.2 Certain other terms as are defined elsewhere in this Lease.
ARTICLE 2. DEMISE; TERM; COMMENCEMENT;
OPTION TO RENEW DATE.
2.1 Landlord hereby leases to Tenant and Tenant hereby leases from Landlord for the
Term (as hereinafter defined), the Premises together with all rights and appurtenances thereunto
including, but not limited to, Tenant's non-exclusive license to use the Common Areas and
exclusive license to use certain parking areas, all as otherwise provided in this Lease; pro~ided,
however, this Lease and the obligations of the parties hereunder is subject to and contingent upon
the approval and execution of an Agreement between the City of Aventura and the Fire Board
assigning all of Tenant's right, title and interest herein to the Fire Board.
2.2 The initial term (the "Initial Term") of this Lease shall commence at 12:01 a.m. on
April 15 ,1998 (the "Commencement Date") and shall expire at 11:59 p.m. on
A~ril 14 ,2003 (the "Expiration Date") (or on such date as this Lease may
otherwise expire or terminate in accordance with its terms).
2.3 Tenant may extend the original term of this Lease for two additional periods of
five (5) years each, on the terms and conditions set forth herein, by notifying the Landlord in
writing not less than ninety (90) days prior to the expiration of the Initial Term. Notwithstanding
the foregoing, i.n the event Tenant does not exercise its option in the time period or in the manner
provided above, such option shall nevertheless continue in full force and effect and shall not lapse
until sixty (60) days after Landlord has notified Tenant in writing to inquire whether Tenant
desires to exercise such option. Tenant may exercise such option during said sixty (60) day
period, but if Tenant fails to do so during said period, such option shall thereafter lapse and
terminate, and be of no further force or effect. The Initial Term, as extended, shall hereinafter be
referred to as the "Term."
2.4 Upon the expiration of the Term or any earlier expiration or termination of this
Lease, Tenant shall quit and surrender to Landlord the Premises, broom clean, in the condition
required under this Lease, excepting ordinary wear and tear.
ARTICLE 3. POSSESSION OF PREMISES.
Landlord shall deliver and Tenant shall be entitled to possession of the Premises on the
Commencement Date.
ARTICLE 4. BASE RENT.
4. I Tenant agrees to pay Landlord during the Term fixed rent ("Rent") in accordance
with the following schedule:
Lease Year Annual Amount Monthly Installment
1 $15,000.00 $1,250.00
2 16,200.00 1,350.00
3 17,400.00 1,450.00
4 18,600.00 1,550.00
5 21,000.00 1,750.00
The Rent is payable in monthly installments as shown above commencing on Apr±l 15th ,
1998 (the "Rent Commencement Date"). Each monthly installment of Rent shall be paid, in
advance, on or before the filth (5th) day of the month for which such monthly installment of Rent
shall be due.
In the event Tenant exercises its option to extend the Initial Term of this Lease as provided
in Section 2.3 above, Tenant shall pay Landlord Rent in accordance with the following schedule:
First Extension
Year Annual Amount Monthly Installment
1 $22,200.00 $1,850.00
2 23,400.00 1,950.00
3 24,000.00 2,050.00
4 25,800.00 2,150.00
5 28,200.00 2,350.00
Second Extension
Year Annual Amount Monthly Installment
1 $29,400.00 $2,450.00
2 30,600.00 2,550.00
3 31,800.00 2,650.00
4 33,000.00 2,750.00
5 35,000.00 2,950.00
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4.2 Tenant shall pay all Rent at the address for Notices or at such other place i~; the
Un/ted States as Landlord may designate by Notice to Tenant. All Rent shall be paid in lawful
money of the Un/ted States by check drown tO Landlord's order.
4.3 If by reason of any of the provisions of this Lease, the Rent Commencement Date
shall commence with respect to the Premises, or if the Expiration Date shall be, on a day other
than the first day of a month, Rent for such month shall be prorated on a per diem basis.
ARTICLE 5. CONDITION OF PREMISES.
Landlord hereby represents and warrants to Tenant that, as of the date of this Lease, the
Premises, Property and Building (including the land and groundwater thereunder) are (and will be
at the time of delivery of possession to Tenant hereunder) in compliance with all Laws of ali
Governmental Entities. Further, Landlord warrants that Landlord is not aware of any condition in
the Building and/or Property which could cause damage or an adverse condition to the Premises.
The foregoing to the conlxary notwithstanding, if Tenant's inspection reveals violations of such
Laws that would materially affect Tenant's use of the Premises or the costs associated therewith,
Tenant may terminate this Lease by notifying Landlord within rdnety (90) days afXer the
Commencement Date; provided, however, Landlord shall have a period of thirty (30) days from
the receipt of Tenant's Notice to cure any such violation(s). Upon the date set forth in such
Notice the parties hereto shall thereafter be relieved of all rights and obligations hereunder.
Landlord shall take such steps as are required to provide Tenant with full access to the Premises
for all inspections deemed necessary by Tenant prior to the Commencement Date.
ARTICLE 6. TAXES.
Landlord shall pay to the appropriate Governmental Entity all ad valorem real property
taxes and any special assessments levied or assessed against the Property and/or Premises during
the Term of this Lease.
ARTICLE 7. UTILITIES.
7.1 Landlord represents and warrants that all Utilities and services to be provided to,
or which shall be necessary for the conduct of, Tenant's operations within the Premises are
currently provided to the Premises. Tenant will pay directly to the appropriate utility company
or supplier for all water, gas, electricity, light, heat, refuse removal, telephone, and other utilities
and communications services used by Tenant on the Premises during the Term. All such services
shall be separately metered and billed directly to Tenant. Tenant shall pay all costs and expenses
associated with the installation of separate meters for the Premises. Landlord, upon request of
Tenant, withom additional expense to Tenant, will join with Tenant in any application required
for obtaining or continuing any Utilities.
5
7.2 Landlord, at its sole cost and expense, shall provide and maintain the bulk main
distribution for a fire protection sprinkler system.
ARTICLE 8. USE.
Tenant shall use the Premises for the construction and operation of fire rescue substation;
provided, however, if the City of Aventura becomes the Tenant under this Lease at any time
during the Term, the City of Aventura, as Tenant, may use the Premises for the construction and
operation of a police substation, subject to required consents of third parties, if any. Landlord
acknowledges and agrees that Tenant's use of the Premises shall be on a twenty-four (24) hour a
day, year round basis and that such use may not be a t~ical use of the Premises.
ARTICLE 9. COMPLIANCE WITH LAWS.
9.1 Tenant, at Tenant's sole cost and expense, shall promptly comply with all Laws of
Governmental Entities which shall impose any violation, order or duty upon Landlord or Tenant
as a result of Tenant's use of the Premises under this Lease.
9.2 Except as set forth in Section 9.1 above, Landlord, at Landlord's sole cost and
expense, shall promptly comply with all Laws of Governmental Entities which shall impose any
violation, order or duty upon Landlord with regard to the Premises, Building and/or Propert?.
9.3 Tenant shall have the right to contest by appropriate proceedings diligently
conducted in good faith in the name of Tenant, or, with the prior consent of the Landlord, which
shall not be unreasonably withheld, in the name of Landlord, or both, without cost or expense to
Landlord, the validity or application of any Law applicable to or affecting the Premises or
affecting Tenant's use thereof. If compliance with any Law may legally be delayed pending the
prosecution of any such proceeding, Tenant may delay compliance until the final determination of
the proceeding. Landlord will not be required to join any proceedings referred to in this Section
9.3 tmless the provision of any applicable Law in effect requires that the proceedings be brought
by or in the name of Landlord. In that event, Landlord shall join the proceedings or permit them
to be brought in its name.
ARTICLE 10. TENANT'S WORK.'
10.1 Tenant shall, at Tenant's cost and expense, perform or cause to be performed any
work and make any and all improvements required to prepare the Premises for Tenant's use and
occupancy thereof which may include necessary communications equipment and antennas (the
"Work"). The Work shall be performed in accordance with plans and specifications prepared by
Tenant. Tenant may perform Work subject to submission to and written approval by Landlord of
all work specifications, including, but not limited to, architectural plans, structural, mechanical
and electrical specifications, as applicable. The Landlord's written approval of said plans and
specifications shall not be unreasonably withheld or delayed.
6
10.2 Landlord shall provide its full reasonable cooperation and assistance to Tenant in
completing all Work and in all matters in connection therewith.
10.3 In the event Tenant does not receive the required approvals from any
Governmental Entity for the Work within ninety (90) days of the Commencement Date, Tenant
shall reasonably modify its plans and specifications in order to obtain sa/d approvals.
ARTICLE 11. TENANT'S ALTERATIONS.
I 1.1 Tenant shall, following completion of the Work, be entitled to perform or
undertake, at Tenant's sole cost and expense, any alteration, addition, improvement or
construction (e~ch an "Alteration") to or in the Premises in accordance with plans and
specifications prepared by Tenant. Tenant may perform Work subject to submission to and
written approval by Landlord of all work specifications, including, but not limited to, architectural
plans, structural, mechanical and electrical specifications, as applicable. The Landlord's written
approval of said plans and specifications shall not be unreasonably withheld or delayed.
11.2 With respect to every Alteration:
(a) Tenant shall, as its own cost and expense, procure or cause to be
procured all material permits, approvals, consents, licenses and filings of any kind
required by applicable Laws; and,
(b) Landlord shall provide to Tenant its full reasonable cooperation in
completing any Alteration authorized herein and in all matters in connection
therewith.
11.3 Tenant agrees to discharge, at Tenant's sole cost and expense (whether by
payment, bonding, or otherwise), every lien filed against the Premises for work done for or
materials furnished to Tenant in connection with all Tenant's Work and Alterations.
ARTICLE 12. SIGNAGE.
12.1 Subject to Landlord's prior written approval, which shall not be unreasonably
withheld or delayed, Tenant shall have the right to erect, install, and construct signage upon the
Premises that Tenant deems necessary for its use and operation.
12.2 Tenant's signage shall comply with all Laws. Landlord shall use its best efforts to
work, assist and cooperate with Tenant and Tenant's architects and consultants in all respects with
the application and review process necessary for the approval of such signage as required by any
Governmental Entity.
7
12.3 In the event Tenant does not receive the required approvals from any
Governmental Entity for its proposed signage within ninety (90) days following the
Commencement Date, Tenant shall reasonably modify its signage in order to obtain said
approvals.
12.4 Subject to Landlord's prior written approval, which shall not be unreasonably
withheld or delayed, Landlord shall allow Tenant to provide signage of a size and character
deemed sufficient by Tenant in its discretion to be included in Landlord's signage (promotional,
directional, or otherwise) facing Point East Drive or any other entranceway and/or access road to
the Property as well as Landlord's signage located in the Common Areas. Tenant's signage
provided pursuant to this Section 12.4 shall be displayed by Landlord in a prominent fashion as to
allow for unobstructed view by the general public. Landlord shall not remove, obstruct or alter
such signage provided hereunder without Tenant's prior written consent. Upon Tenant's request,
Landlord shall alter and/or modify such signage as deemed necessary by Tenant in furtherance of
its use of the Premises. All Tenant's signage provided pursuant to tlxis Article 12 shall be
maintained by the Tenant.
ARTICLE 13. FIXTURES AND EQUIPMENT~ TENANT'S PROPERTY.
13.1 Except as otherwise herein provided, any and all furniture, furnishings and fixtures
furnished, constructed and/or installed by Tenant and any other movable property of Tenant shall
be and remain property of Tenant which Tenant may remove, at Tenant's expense, on or before
the Expiration Date ("Tenant's Property"). Tenant's Property as referred to in this Section 13.1
shall include, but not be limited to, all furniture, furnishings and fixtures which may be removed
from the Premises without causing substantial damage thereto or, if such removal causes
substzmtial damage to the Premises, Tenant shall have the right to remove the same provided
Tenant restores such damaged portion of the Premises to its original condition.
13.2 If any of Tenant's Property is not removed within sixty (60) days following the
Expiration Date, Tenant's Property shall have been deemed forfeited to Landlord.
ARTICLE 14. MAINTENANCE AND REPAIRS.
14.1 Tenant shall, throughout the Term of this Lease, keep and maintain with due
diligence all electrical wiring, all plumbing, water, air conditioning controls and air distribution
systems installed serving the three thousand (3,000) square feet of leased space, in good order,
condition and repair (normal wear and tear excepted). Landlord shall, throughout the Term of
this Lease, keep and maintain with due diligence the Premises, Building, and Property including
the roof, structural columns, risers, heat and chilled water facilities, structural floors, and exterior
walls of the Premises and Building, Common Areas, and those parking areas designated for
Tenant's exclusive use pursuant to Article 18 hereof, and all other Building maintenance required
not specifically listed under the Tenant's responsibility, in good order, condition and repair
(normal wear and tear excepted); provided, however, in the event of an emergency Tenant may
$
perform repairs that are the Landlord's responsibility and receive a credit against Rent or a cash
reimbursement from Landlord for the actual costs thereof. All damage or injury to the Premises,
Building and/or Property caused by Tenant and for which Landlord has not been or will not be
reimbursed by insurance (normal wear and tear excepted) shall be repaired, restored or replaced
by Tenant, at its sole cost and expense. All damage or injury to the Premises, Building and/or
Property caused by Landlord, its agents or employees, shall be repaired, restored, replaced at
Landlord's sole cost and expense.
14.2 Notwithstanding the foregoing provisions of Section 14.1, if during the Term, in
Tenant's reasonable judgment, a condition exists with respect to any matter which the Landlord is
obligated to maintain that materially adversely affects Tenant's operations, and after Notice
Landlord fails to repair same as required hereunder, then Tenant may make such repairs and
deduct the cost thereof from Rent or any other amounts due to Landlord hereunder.
14.3 All of the aforesaid repairs shall be made with reasonable diligence and in a good
and workmanlike manner.
ARTICLE 15. DAMAGE AND RESTORATION.
15.1 If the Premises, Building and/or Property or any part thereof shall be damaged by
fire, flood, hurricane, tornado, lightning, wind damage, infestation or other casualty ("Damage")
and this Lease is not terminated pursuant to any provision of th/s Article 15, Landlord shall
proceed with reasonable diligence to repair or cause to be repaired the Damage. Tenant shall
proceed with reasonable diligence to replace or cause the replacement of its furniture, fum/shings
and equipment, and any other items of Tenant's Property to the extent insurance proceeds are
available. In the event Landlord fails to repair or cause to be repaired the Damage to the
Premises, Building and/or Property, Tenant shall not be obligated to repair or cause to be repaired
the Damage to Tenant's Property. Landlord's failure to repair or cause to be repaired the damage
to the Premises, Building, and/or Property with reasonable diligence shall be considered an event
of default subject to the notice and cure provisions of Section 21.2 below.
15.2 If in the opinion of an independent contractor or appraiser selected jointly by
Landlord and Tenant, the Premises, Building and/or Property are so Damaged as to require, for
restoration, a reasonably estimated expenditure of more than twenty-five pement (25%) of the
aggregate value thereof as actually insured trader Required Insurance and Landlord's Insurance
immediately prior to such Damage, Tenant may terminate this Lease by giving ten (10) days
Notice to Landlord within thirty (30) days after the date of such Damage if Landlord elects not to
restore the Damage.
15.3 If the Premises are so Damaged as to render the Premises untenantable by Tenant
for a consecutive period of more than thirty (30) days, Tenant may terminate this Lease by giving
ten (10) days Notice to Landlord within thirty (30) days at, er the date of such Damage if Landlord
elects not to restore the Premises.
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15.4 If this Lease terminates pursuant to Sections 15.1, 15.2 or 15.3, this Lease shall
expire as of the date on which such termination shall be effective under those Sections, as if such
date were the Expiration Date and the parties hereto shall thereafter be relieved of all fights and
obligations hereunder, and Tenant shall remit to Landlord the proceeds of all Required Insurance
less the portion thereof attributable to Tenant's Property that may be removed pursuant to Section
13.1.
15.5 This Article shall be considered an express agreement governing any case of
Damage.
ARTICLE 16. CONDEMNATION
16.1 If all or any part of the Premises is permanently Condemned or if there is a
permanent Condemnation of (i) means of access to the Premises (ii) the parking area designated
for Tenant's use pursuant to Article 18 hereof and no alternative parking area acceptable to
Tenant is substituted therefor; or (iii) twenty-five percent (25%) or more of the floor area of the
Building, this Lease shall, at Tenant's option upon Notice to Landlord, terminate and expLre on
and as of the effective date of such Condemnation or such date prior thereto as Tenant shall
designate in its Notice of Termination to Landlord. Upon such date the parties hereto shall
thereafter be relieved of all rights and obligations hereunder. In connection with any such
Condemnation, and whether or not Tenant terminates this Lease, Tenant shall be entitled to the
portion of the award of compensation equal to the value of the leasehold estate including, but not
limited to, moving expenses and Tenant's Property vested in Tenant immediately prior to
Condemnation but only to the extent that the award of compensation expressly identifies the value
of the leasehold estate.
16.2 If the use or occupancy of all or any part of the Premises is Condemned during the
Term for a period not exceeding thirty (30) days, Tenant's obligations under this Lease shall not
change, and Tenant shall continue to pay all Rent and other amounts due hereunder without
reduction or abatement. However, Tenant shall be entitled to the entire award or compensation
for such temporary Condemnation. A temporary Condemnation in excess of thirty (30) days shall
be deemed to be a permanent Condemnation hereunder, subject to all of the requirements of t6.1
of this Lease.
ARTICLE 17. COMMON AREAS.
17.1 Landlord grants to Tenant and its agents, servants, employees, guests, and invitees
a non-exclusive license for the Term of this Lease to use the Common Areas in common with
others during the Term, subject to the reasonable control and management thereof by Landlord.
Tenant's license to use the Common Areas and any other licenses granted to Tenant under this
Lease including, but not limited to, Tenant's exclusive license for parking granted in Article 18
hereof shall remain in full rome and effect during the Term of this Lease and shall only be
terminated upon the termination of this Lease. Landlord shall not otherwise have a ri~t to
terminate said licenses provided herein.
17.2 Landlord shall operate and maintain or shall cause to be operated and maintained
the Common Areas as well as those parking areas designated for Tenant's exclusive use pursuant
to Article 18 hereof in a first class manner and in the best interests of the Building and the
Premises. Landlord has the right to (i) establish, modify and enforce reasonable rules and
regulations with respect to the Common Areas; (ii) enter into, modify and terminate easements
and other agreements pertaining to the use and maintenance of the parking areas and other
Common Areas except any such action by Landlord affecting those parking areas designated for
Tenanfs exclusive use shall require Tenant's prior written consent unless an alternative parking
area acceptable to Tenant is available; (iii) close temporarily any or all portions of the Common
Areas; and (iv) do and perform such other acts in and to said Common Areas, as, in the exercise
of good business judgment, Landlord shall determine to be advisable; provided, however, that no
such rule, regulation or action of Landlord shall interfere with Tenant's use of the Premises,
access to the Premises, Tenant's license as granted hereunto the utilize the Common Areas,
Tenants's license for parking granted hereunder, or Tenant's ongoing operations at the Premises.
17.3 Landlord shall have the fight at any time and from time to time to make or permit
additions to, subtractions from, rearrangements of, altematious of, modification of or supplements
to the Common Areas; provided, however, that the exercise of Landlord of any of its rights
granted hereunder shall in no way materially reduce, alter or impair the quality and/or quantity, of
the Common Areas and shall in no way interfere with Tenant's use of the Premises, access to the
Premises, Tenant's signage, and/or any licenses granted to Tenant hereunder.
ARTICLE 18. PARKING.
18.1 Landlord shall furnish Tenant with ten (10) designated parking spaces on the north
side of the Building as more particularly described on Exhibit "B" attached hereto and by this
reference made a part hereof. Landlord hereby grants to Tenant and its agents, servants,
employees, guests, and invitees an exclusive license for the Term of this Lease to use such
parking spaces. Such parking spaces may be designated, at Tenant's discretion, as reserved
parking. Tenant and its agents, servants and employees, shall park their automobiles and rescue
vehicle(s) only in such designated area. In connection with said parking, Landlord shall provide
Tenant with two (2) security access cards to the Property. Landlord shall also provide, at no
additional cost to Tenant, adequate space for any accessible parking spaces necessary for Tenant's
compliance with the Americans with Disabilities Act of 1990. Such parking spaces will be in
addition to the ten (10) designated parking spaces referenced above.
18.2 Landlord shall not restrict or impede access and/or parking for Tenant ~d its
agents, servants, employees, guests, invitees and customers.
11
ARTICLE 19. LANDLORD'S ACCESS TO DEMISED PREMISES.
Tenant authorizes Landlord, Landlord's agents, employees and represen~tives to enter the
Premises at any time upon twenty-four (24) hours Notice (unless otherwise agreed to by the
parties) and accompanied by a representative of Tenant to inspect the Premises solely for the
purpose of determining Tenant's compliance with its obligations under this Lease. Such Notice
must state the specific reason for such inspection. Such inspection shall be performed in such a
manner as not to interfere with Tenant's operations on the Premises.
ARTICLE 20. QUIET ENJOYMENT.
Upon paying Rent and all other amounts payable by Tenant hereunder and keeping and
performing the terms, covenants, conditions and provisions of this Lease, Landlord covenants and
agrees that Tenant may lawfully and quietly hold and enjoy the Premises including all licenses
granted hereunder during the Term without hindrance, ejection, molestation, or interruption;
provided, however, Tenant shall not be permitted to (a) use Landlord's clubhouse facilities, (b)
maintain pets on the Premises, and/or (c) use the Common Areas or outdoor areas adjacent to the
Premises for food preparation (e.g. barbecue) or food consumption.
ARTICLE 21. DEFAULT.
21.1 In the event of any failure of compliance by Tenant with any of its obligations to
Landlord as provided for herein such action shall constitute a default by Tenant under this Lease.
Upon any such default by Tenant, Landlord shall provide to Tenant Notice of such default, which
Notice (a "Default Notice") shall state in reasonable detail the actions Tenant must take to cure the
same. Tenant shall cure any such default, within: (i) ten (10) days following the date of the
Default Notice, in the case of any default involving the payment of moneys due and unpaid to
Landlord hereunder; or, (ii) thirty (30) days following the date of the Default Notice, in the event
of any other default by Tenant. Notwithstanding the provisions of tkis Section 21.1, in the case of
non-monetary defaults, if any such default by Tenant remains uncured at the conclusion of any
specified thirty (30) day cure period, and if the nature of Tenant's obligations are such that more
than thirty (30) days is required to effect cure, then Tenant shall not be in default hereunder and
Landlord shall not have the fight to exercise Landlord's termination rights granted herein as a
result of any such default, if Tenant commences cure within the applicable cure period and
thereafter diligently pursues cure to completion of performance. In the event Tenant fails to effect
any required cure as provided for herein, Tenant shall be deemed to be in uncured default
hereunder, and Landlord shall be entitled to its remedies at law and in equity.
21.2 In the event of any failure of compliance by Landlord with any of its obligations to
Tenant as provided for herein, such action shall constitute a default by Landlord under this Lease.
Upon any such default by Landlord, Tenant shall provide to Landlord Notice of such default,
which Notice (a "Default Notice") shall state in reasonable detail the actions Landlord must take
to cure the same. Landlord shall cure any such default within: (i) ten (10) days following the date
12
of the Default Notice, in the case of any default involving the payment of moneys due and unpaid
to Tenant hereunder; or, (ii) thirty (30) days following the date of the Default Notice, in the event
of any other default by Landlord. Notwithstanding the provisions of this Section 21.2, in the case
of non-monetary defaults, if any such default by Landlord remains uncured at the conclusion of
any specified thirty (30) day cure period, and if the nature of Landlord's obligations are such that
more than thirty (30) days is required to effect cure, then Landlord shail not be in default
hereunder if Landlord commences cure within the applicable cure period and thereafter diligently
pursues cure to completion of performance. In the event Landlord falls to effect any required cure
as provided for herein, Landlord shall be deemed to be in uncured default hereunder, and Tenant
shail be entitled to its remedies at law and in equity.
ARTICLE 22. INDEMNIFICATION.
22.1 Tenant does hereby agree to indemnify and hold harmless the Landlord to the
extent and with/n the limitations of Section 768.28 Fla. Stat., subject to the provisions of that
Statute whereby the Tenant shall not be held liable to pay a personal injury or property damage
claim or judgment by any one person which exceeds the sum of $100,000, or any claim or
judgments or portions thereof, which, when totaled with all other occurrence, exceeds the sum of
$200,000 from any and ail personai injury or property damage claims, liabilities, losses and
causes of action which may arise solely as a result of the negligence or any act or omission of the
Tenant. However, nothing herein shail be deemed to indemnify the Landlord from any liability.
or claim arising out of the negligent performance or failure of performance of the Landlord or any
unrelated third party.
22.2 Landlord shall indemnify Tenant against, hold Tenant harmless from, and
reimburse Tenant for, any and ail claims, losses, damages, costs and expenses, including, without
limitation, reasonable attorneys' fees, court costs (whether at trial or appeal, in arbitration or
otherwise) and the costs and expenses of investigation, incurred by Tenant and which arise out of
or in connection with: (i) any breach by Landlord of any representation or warranty of Landlord
contained in this Lease; (ii) any failure by Landlord to perform any covenant or agreement of
Landlord contained in this Lease; (iii) any failure by Landlord to pay, perform, and discharge any
liability or obligation of Landlord, (iv) all liabilities and obligations of Landlord other than those
for which indemnification is provided by Tenant to Landlord pursuant to Section 22.1 of this
Lease.
22.3 In case any claim or proceeding (including, without limitation, any claim,
investigation, or proceeding by any Governmental Entity) shall be instituted by any person or
entity not a party to this'Lease affecting any indemnified person in respect of which indemnity
will be sought pursuant to Section 22.1 or Section 22.2, hereof, such indenmified person shall
promptly (considering the circumstances) notify the indemnifying person in writing, and the
indemnifying person, within ten (10) days following such notification from the indemnified
person, shall retain counsel reasonably satisfactory to the indemnified person (which satisfaction
shall not be unreasonably delayed, withheld, or conditioned) to represent the indemnified person
~-3
and any others the indemnifying person may designate in such proceeding, and shall pay the fees
and disbursements of such counsel related to such proceeding. In any such proceeding, any
indemnified person shall have the fight to retain its own counsel, but the fees and disbursements
of such counsel shall be at the expense of such indemnified person unless: (i) the indemnifying
person shall have failed to retain counsel for the indemnified person as required herein; or,
(ii)counsel retained by the indemnifying person for the indemnified person would be
inappropriate due to actual or potential differing interests between such indemnified person and
any other person represented by such counsel in such proceeding. In the event the indemnifying
party retains counsel for the indemnified party hereunder, such retention shall constitute an
admission by the indemnifying party that the indemnified party is entitled to indemnification
hereunder. It is understood that the indemnifying person shall not, in connection with any
proceeding or related proceedings in the same jurisdiction, be liable for the fees and
disbursements of more than one separate firm qualified in such jurisdiction to act as counsel for
the indemnified person. The indemnifying person shall not be liable for any settlement of any
proceeding effected without its written consent, but, if settled with such consent, or upon a final
judgment for the plaintiff, the indemnifying person shall, to the extent required pursuant to the
terms of this Article 22, indemnify the indemnified person from and against any and all Liabilities
by reason of such settlement or judgment. The indemnified person shall also have the fight to
consent in writing in advance of any such settlement, but such consent shall not be unreasonably
withheld; provided, however, that it shall not be unreasonable for the indemnified person to
withhold consent of any settlement which imposes an injunction, equitable relief, or other similar
restraints upon the indemnified party. Notwithstanding any other term or provision of this Article
22, no claim for indemnification shall be permitted if the party making such claim fails to provide
timely notice as required pursuant to this Section 22.3, or otherwise, by act or omission, causes
the party from whom indemnification is sought to suffer any waiver of a material defense, offset,
or excuse.
ARTICLE 23. ASSIGNMENT AND SUBLETTING.
Subject to Landlord's prior written consent, which consent cannot be unreasonably
withbeld or delayed, Tenant may assign, sublet, or otherwise transfer this Lease, or any part of
Tenant's right, title or interest herein; provided, however, Tenant may assign this Lease to the
Fire Board without Landlord's consent. Upon any such assignment, subletting or transfer Tenant
shall be relieved from all of its obligatious hereunder.
ARTICLE 24. COMMISSIONS.
Landlord and Tenant acknowledge that there are no brokers entitled to commissions in
connection with this transaction. Each party shall indemnify and hold harmless the other party
from and against any cost, claim, loss, liability, obligation, damages, penalty, judgment, charge
or expense arising out of a claim by any third party claiming through such party a right to
brokerage, finder's or similar fees in connection with this transaction including, but not limited to,
attorney's fees and paralegal fees, court costs and expenses both at the thai and appellate levels.
3.4
Tenant's indemnity of Landlord under this Section shall only be to the extent permitted by Law
and subject to the monetary limits of §768.28, Fla. Stat.
ARTICLE 25. NOTICES.
Ail notices, demands, requests, consents, approvals, and other communications
(collectively, "Notices"), required or permitted to be given hereunder, shall be in writing and sent
by facsimile (or similar device) and by either: (i) registered or certified air mail, postage prepaid,
return receipt requested; or, (ii) special delivery service (e.g. Federal Express, DHL, UPS, etc.);
addressed to the party to be so notified as follows:
If to Landlord:
Point East Council
2895 Point East Drive
Aventura, Florida 33160
Attention: President
[Note: Tenant shall provide Notice to Point East Council and it shall be the responsibility of Point
East Council to distribute the Notice to the four Landlord entities.]
With a copy to:
Hyman & Kaplan
150 W. Flagler Street
Suite 2701
Miami, Florida 33130
Attention: Gary M. Mars, Esq.
If to Tenant:
City of Aventura
2999 N.E. 191st Street
Suite 500
Aventura, Florida 33180
Attention: Eric M. Soroka
City Manager
15
With a copy to:
Weiss Serota Helfi'nan
Pastoriza & Guedes, P.A.
2665 South Bayshore Drive
Suite 420
Miami, Florida 33133
Attention: Richard Jay Weiss, Esq.
City Attorney
If assigned to Fire Board:
GSA/Miami-Dade County
111 NW 1 St., Suite 2460
Miami, FL 33128
Attention: Real Estate Section
Each Notice sent in accordance with the requirements of this section shall be deemed effectively
given upon actual receipt. Each person designated herein to receive any Notice or a copy thereof
may change the address at which, or the person to whom, Notice or a copy thereof is to be
delivered, by Notice given in accordance with the requirements of this Section.
ARTICLE 26. INSURANCE.
26.1 In this Lease "Required Insurance" means the insurance coverage specified in
Exhibit "C". At Tenant's sole cost and expense, Tenant shall secure and keep in rome all
Required Insurance at all times during the Term and prior to the Commencement Date in the
event Tenant requires access to the Premises in accordance with Article 27.
26.2 During the Term of the Lease, Landlord, at Landlord's sole cost and expense shall
secure and keep in force a policy or policies of all risk property insurance, including flood and
earthquake insurance, insuring the Premises against loss of damage by fire, hurricane, tornado,
lighming, wind damage, infestation or other casualty in an amount to the full replacement value.
Landlord shall also secure and keep in force a policy or policies of comprehensive general liability
insurance written or an "occurrence" basis with coverage limits of not less than One Million and
00/100 Dollars ($1,000,000.00) per occurrence for bodily injury and property damages
(collectively "Landlord's Insurance"). A duly executed certificate of such insurance shall be
16
delivered to Tenant upon issuance of each such policy or as Tenant may otherwise reasonably
request.
26.3 All Required Insurance and Landlord's Insurance shall be evidenced by policies
issued by an insurance company rated "A-VI" or better by A.M. Best & Co., and licensed to do
business in the state of Florida. Each such policy is hereinafter referred to in this Lease as an
"Insurance Policy". Each Insurance Policy shall provide that the same shall not be amended or
canceled except after thirty (30) days prior written notice to both Landlord and Tenant and shall
insure Landlord or Tenant, as applicable, as an additional insured and list as a loss payee on
property coverage to the extent of its interest. Duly executed certificates of insurance shall be
delivered by the parties to each other no less than ten (10) days prior to Commencement Date and
upon the annual anniversary date thereof and thereafter as may be reasonably requested by the
parties.
26.4 In the event that provisions under Article 23 are exercised and the Lease is
assigned, sublet or otherwise transferred to the Fire Board, the Landlord recognizes that
compliance with Articles 26.1, and 26.3, as applicable, are not applicable and will no longer be a
requirement since the Fire Board has an ongoing self-insurance program for Public Liability,
Automobile Liability and Workers' Compensation in compliance with and subject to the
limitations of Section 768.28, Fla. Stat.
ARTICLE 27. TENANT'S ACCESS TO PREMISES
PRIOR COMMENCEMENT DATE.
Effective as of the date hereof, Landlord hereby authorizes Tenant to personally or
through its agents, employees and independent contractors, enter upon the Premises for the
purposes of, at its own expense, inspecting the Premises and conducting such other investigations
of the Premises which Tenant deems appropriate. Upon request of Landlord, Tenant shall, at its
sole cost and expense, repair or restore any damage or injury to the Premises caused by Tenant's
inspection activities thereon in the event Tenant does not lease the Premises fi.om Landlord.
ARTICLE 28. MORTGAGE NON-DISTLrRBANCE
AND SUBORDINATION.
Provided a subordination is not inconsistent with and does not abridge Tenant's fights
hereunder, the Tenant agrees, upon the Landlord's request, to subordinate this Lease and the
rights included hereunder to any first lien placed by the Landlord upon the Property with an
insurance company, bank, or any other institutional lender ("Lienholder"), provided that such lien
by its terms, or by separate agreement with the Tenant, provides that this Lease shall not
terminate as a result of the foreclosure of such lien, and that Tenant's rights under this Lease shall
continue in full force and effect and its possession be undisturbed, except in accordance with the
provisions of this Lease. The Tenant agrees that it will, upon request of the Lienholder, be a
party to such an agreement, and will agree that if such Lienholder succeeds to the interest of the
Landlord, the Tenant will recognize said Lienholder (or successor-in-interest of the Lienholder) as
its Landlord under the terms of this Lease. The Tenant agrees to execute and deliver upon the
Landlord's demand such iustmments which comply with all of the provisions heieof.
ARTICLE 29. LANDLORD'S ENVIRONMENTAL REPRESENTATIONS
AND WARRANTIES AND INDEMNIFICATION.
29.1 Landlord hereby represents and warrants to Tenant the following statements are
true and correct with regard to the Property:
(a) To the best of Landlord's knowledge, the Premises and Property
including all improvements thereon are free from contamination, that there has not
been thereon a release, discharge or emission, or threat of release, discharge or
emission, of any hazardous substance, pollutant, or contaminant as defined by
Laws, and that the Promises and Property do not contain, or are not effected by:
asbestos; urea formaldehyde; polychlorinated biphenyl's; underground storage
tanks; or landfills, land disposals or dumps.
(b) Landlord has not given, nor should give, nor has received, any
notice, letter, citation, order, warning, complaint, inquiry, claim or demand that it
has violated, or is about to violate, any Laws; there has been a release, or there is
a threat of release, of ba~'ardous substances, pollutants or contaminants as defined
in Laws on the Premises and Property; the Landlord may be or is liable, in whole
or in part, for the costs or cleaning up, remediating, removing or responding to a
release of hazardous substances, pollutants or contaminants; the Premises and/or
Property are subject to a lien in favor of any governmental entity for any liability,
costs or damages under Laws.
(c) There is no litigation or governmental proceeding pending, nor to
the knowledge of the Landlord threatened against the Landlord which if adversely
determined would result in any material adverse change in the Premises and/or
Property or adversely affect Tenant's ability to conduct its operations on the
Promises, including, without limitation, any actual or threatened civil or criminal
action brought under any Laws.
(d) Landlord has never caused or permitted any ba?ardous material to
be placed, held, located or disposed of on, under or at the Premises and/or
Property or any part thereof, and neither of the Property nor any part thereof has
ever been used as a dump site or storage (whether permanent or temporary) site
for any hazardous material.
29.2 Landlord shall, prior to occupancy by the Tenant and following any buildout,
changes, or repairs by Landlord involving the plumbing system, have the drinking water sampled
3.8
and tested for lead by a recognized Test Laboratory. Results of such tests shall not exceed the
EPA standard for lead in drinking water of 15 PPB. The Landlord shall pay for the drink/rig
water test(s), and the original test(s) result(s) shall be furnished to the Tenant. Any needed
remediation will be at the sole cost of the Landlord.
ARTICLE 30. TENANT'S RIGHT TO TERMINATE.
30.1 In addition to any other rights of Tenant to terminate this Lease as provided herein
and notwithstanding anything to the contrary contained herein, Tenant shall have the right to
terminate this Lease upon ten (10) days Notice to Landlord in the event of the occurrence of any
of the following as determined by Tenant in its sole and absolute discretion:
a. Tenant is unable to use the Premises as contemplated by this Lease;
or
b. there is a material change in the access road or parking areas which
adversely affects Tenant's operations upon the Premises; or
c. any other change In the Premises, Building and/or Property which
adversely affects Tenant's operations on the Premises.
Upon the date set forth in such Notice of the parties hereto shall thereafter be
relieved of all rights and obligations hereunder.
30.2 In the event that provisions under Article 23 are exemised and the Lease is
assigned, sublet or otherwise transferred to the Fire Board, the Fire Board shall have the right to
dissolve or cancel the assignment, sublease or transfer at any time by giving the City of Aventura
and the Landlord at least sixty (60) days written notice prior to its effective date.
ARTICLE 31. MISCELLANEOUS.
31.1 This Lease shall be governed by and construed in accordance with the Laws of the
State of Florida applicable to contracts made and to be performed entirely in the State.
31.2 Exhibits "A" through "C" (and all accompanying schedules and appendices) to this
Lease are incorporated in this Lease as though fully set forth in this Lease.
31.3 Landlord hereby represents and warrants that the individual unit owners of
Landlord own undivided fee simple title interests to the Premises, free and clear of all liens,
claims, encumbrances and restrictions (collectively, "Encumbrances"), of every type or nature,
except for zoning and land use Law and other insignificant Encumbrances, which, in each case,
will not materially and adversely affect Tenant's use of the Premises as contemplated herein.
31.4 The tenns~ covenants, conditions, and provisions of this Lease shall bind and inure
to the benefit of Landlord and Tenant and their respective legal representatives, successors, and
assigns.
31.5 Each party represents and warrants to the other that the execution, delivery and
performance of this Lease has been duly authorized by all necessary corporate, partnership,
municipal or other organizational action, as required.
31.6 Each party shall promptly provide the other party, by Notice, with a copy of all
material notices received fi.om any Governmental Entity in respect of the Premises and/or
Property.
31.7 At the request of either party, the other shall with reasonable prompmess deliver to
the requesting party a written and acknowledged statement that this Lease is unmodified and in
full force and effect (or if there have been modifications, that the same is in full force and effect
as modified and stating the modifications), and that, to the best of the responding party's
knowledge, the requesting party is not in default under this Lease (or if the responding party has
knowledge that the requesting party is in default, identifying the default).
31.8 No waiver of any covenant or condition or of the breach of any covenant or
condition of this Lease shall constitute a waiver of any subsequent breach of such covenant or
condition, or justify or authorize the nonobservance on any other occasion of the same or of any
other covenant or condition hereof.
31.9 Landlord has previously provided to Tenant the most current survey and title
insurance policy regarding the Premises. Tenant may, at its sole cost and expense, obtain an
update of the survey and title insurance policy insuring its interest in and to the Premises and this
Lease. In the event Tenant elects, within ninety (90) days following the date hereof, to obtain any
such title commitment and survey, and such title commitment or survey contains encumbrances
materially and adversely affecting Tenant's use of the Premises as contemplated herein and
Landlord falls to promptly cure same to Tenant's reasonable satisfaction, Tenant may terminate
this Lease upon ten (10) days Notice to Landlord. Upon the date set forth in such Notice of the
parties hereto shall be relieved of all rights and obligations hereunder.
31.10 In the event Tenant remains in possession of the Premises after the Expiration
Date, any holdover tenancy created shall be on a month-to-month basis.
3 I. 11 Landlord and Tenant agree, in Tenant's sole discretion, that this Lease or a short
form Lease may be recorded in the public records.
3 I. 12 Any covenant, representation, warranty, term, or provision of this Lease which, in
order to be effective, must survive the termination of this Lease, shall survive any such
termination.
20
31.13 If, for any reason, all or any part of any section, subsection, and/or provision of
this Lease is held to be invalid or unenforceable by a court or property convened arbitrators
having valid jurisdicrion in an unappealable final decision to which each party hereto is a party,
the same such shall not impair the operation of, or have any other effect upon, any other section,
subsection, and/or provision of this Lease as may remain otherwise valid and enforceable, and the
latter shall continue to be given full force and effect and bind the parties hereto, and such invalid
or unenforceable secrions, subsections, and/or provisions shall be deemed limited by construction
in scope and effect to the minimum extent possible to render the same valid and enforceable.
31.14 This Lease, together with the exhibits attached hereto, and all other documents
executed and delivered by the parties hereto to consummate the transactions contemplated herein,
constitute the enflre understanding and agreement of the parties hereto with respect to the subject
matter hereof, and supersede all prior written and all prior and contemporaneous oral agreements,
understandings, inducements, and condirions, express or implied, between the parties with respect
thereto. The express terms hereof control and supersede any course of performance or usage of
trade inconsistent with any of the terms hereof.
31.15 This Lease, may be executed in any number of counterparts, each of which shall
be an original as against any party whose signature appears thereon, and all of which together
shall consritute one and the same agreement.
31.16 Time is of the essence in connection with all terms and provisions of this Lease.
31.17 This Agreement has been negotiated by the respective parties hereto, and the
language hereof shall not be construed for or against any party. The rifles and headings herein are
for reference purposes only, and shall not in any manner limit the construction of this Lease
which shall be considered as a whole. All additions and delerions of provisions from and all
drafts of this Lease shall be of no force or effect in interpreting the terms of this Lease or the
intentions of the parties hereto.
31.18 In connection with any litigation, including appellate proceedings, arising out of
this Agreement the prevailing party shall be entitled to recover its reasonable attorneys' fees and
costs from the non-prevailing party.
[THE REST OF THIS PAGE WAS INTENTIONALLY LEFT BLANK]
21
IN WITNESS WHEREOF, Landlord and Tenant have respectively executed this Lease
as of the day and year first above written.
Q_ d' LANDLORD:
POINT EAST ONE CONDOMINIUM
Wimess
C~/"v~'z''~ ~ CORPORATION, INC., a
Print Name:
Florida not for profit corporation
Wimess Title: President ' -' ....
Print Name:/ff~tr)-/~/
(CORPORATE SEAL)
STATE OF FLORIDA )
)
COUNTY OF DADE )
The. foregoing instrument, was ackngwledged before me this o~q/-~c~day of
_ , 1998, by''/~-~zc~---- ~ , ~P-resident of
Point East One Condominium Corporation,~ ~c(, a Florida not for profit corporation, on behalf of
the corporation, who is (check one) [~ personally known to me or [ ] has produced
as identification.
Notary Public~ ~
Print or Type Name of Notary Public
~/~ '-'~/ x. ~J~ POINT EAST TWO CONDOMINIUM
Wimess CORPORATION, INC., a
Print Name:_~'~' ~...4~ ~. Florida not for profit corporation
Title: President '
p tint Name:/-/~]-q~t ~.5~M ~)AX-TT~5
(CORPORATE SEAL)
STATE OF FLORIDA )
)
COUNTY OF DADE )
The . foregoing instrument was ~acknowl~dged before me this o°~ day of
~~ , 1998, by ~~ ~ , as Pres-'~ent 0f Point
East Two Condomirfium Corporation, Inc., a Flor(da not for profit corporation, on behalf of the
corporation, who is (check one)~(~ personally known to me or [ ] has produced
as identification.
Notary Public, b4~ate of Florida
My commission expires: ~30~
Print or Type Name of Notary Public
NERIDA MALVER
COMMISSION # CC ~2792
EXPIRES JAN 9,1999
BONDED TNRU
ATLANTIC ~OND NG CO., lNG,
~/ POIl~r EAST THREE CONDO1VtINIUM
Wimess CORPORATION, INC., a
Print Name: /55/e-~ ~.~¢~v~, Florida not for profit corporation
Wimess ' Title: President
Print Name:/%//~e/Ly'Aj /,4J~TT'_~'
(CORPORATE SEAL)
STATE OF FLORIDA )
)
COUNTY OF DADE )
~egoing instrument was acknowledged before me this ~6//~May of
~, 1998, by ~ / ,.~, ~_-z~ , as Pre~i-aTnt of Po~t
East Three Condominium Corporation, Inc., a Florida'n~t fo~ profit corporation, on behalf of the
corporation, who is (check one) ~x~ personally known to me or [ ] has produced
as identification.
Nota~ Public,~State of Flodda
My commission expires: /~/~/'a~ /~/,~/~'~.-;
Print or Type Name of Notary Public
POINT EAST FOUR CONDOMINIUM
Witness
CORPORATION,
INC.,
a
Florida not for profit corporation
Tide: President
Print Name:/-//~r2./
(CORPORATE SEAL)
STATE OF FLORIDA )
)
COUNTY OF DADE )
The foregoing instrument was acknowledged before me this o2~/Z~day of
~ , 1998, by )~]~ Zt2. ~ , as President of Point
East Four Condominium Corporation, ./n/~., a Flo~da not for profit corporation, on behalf of the
corporation, who is (cheek one) D(] personally known to me or [ ] has produced
as identification.
Notary Public, ~tate of Florida
My commission expires: ~/~/~ /~,~/~/~
Print or Type Name of Notaxy Public
/¢?7
NERIDA MALYER
COmMiSSiON # CC ~2792
EXPIRES JAN 9,1999
.~,.( c.t /'( CITY OF AVENTURA, a Florida
Witness
~ municipal corporation
._ J~a0~ Name: Eric M. Soroka
Witness ~ Title: City Manager
Print Name:. /e3-/EE~4 /~m~//,(//'77/
]cIPM SEAL)
FOR USE AND RELIANCE ONLY BY
THE CITY OF AVENTURA, FLORIDA:
Approved as to legal form and sufficiency
City Attorney
STATE OF FLORIDA )
)
COUNTY OF DADE )
~. ~e foregoing instrument was acknowledged before me this c~ day of
,1998, by Erie M. Soroka, as City Manager of the Cit~ 9fAventura, a Florida
municipal corporation, on behalf of the corporation, who is (check one) Dq personally known to
me or [ ] has produced as identification. ~ ~
Notary Public, State of Florida
My commission expires: ~q,. 6{: '/'F.F!¢$~ M S~iTH /
/e'o~j~.o' AUG, 18,2001 /
AJC A/C
HEALTH PAVILLION
WEST WING
2601 Point East Drive
EXHIBIT "B"
.Exhibit "C',
REQUIRED INSURANCE
The following is Required Insurance under this Lease:
(1) Casualty insurance including business interruption insurance, insuring Tenant's
furniture, fixtures and equipment (including all leasehold improvements) located on the Premises
against loss or damage by fire or other casualty in un amount equal to the full replacement value.
(2) Comprehensive general liability insurance containing the so-called "occurrence"
clause (which shall include specifically the Premises) with coverage limits not less than:
(i) bodily injury
each occurrence: $1,000,000
aggregate: 1,000,000
(ii) property damage
each occurrence: $ 500,000
aggregate: 1,000,000
(3) with coverage against such perils and casualties as are common included in "all
risk" insurance policies and
(4) Worker's compensation and employer's liability insurance in amounts as required
by Laws.
If any of the foregoing policies are not available at a commercially reasonable price,
Tenant may substitute reasonably equivalent coverage.
AGREEMENT BETWEEN MIAMI-DADE FIRE RESCUE SERVICE DISTRICT
BOARD AND THE CITY OF AVENTURA-FOR FIRE RESCUE FACILITY
TH/S AGREEMENT made this 15th .day of April , 1998 , by and between
the MIAMI-DADE FIRE RESCUE SERVICE DISTRICT BOARD, a political subdivision of the State
of Florida, herein called the "FIRE BOARD," and the CITY of AVENTUR& a municipal corporation of
the State of Florida, herein called the "CITY."
WI TNESSE TH:
WHEREAS, the City of Aventura has chosen Miami-Dade Fire Rescue to be their emergency
service provider; and
WHEREAS, the Miami-Dade Fire Rescue Service District Board has determined the need for
additional fire rescue service in the southern portion of the City of Aventura; and
WHEREAS, both parties are desirous of the City of Aventura entering into a Lease Agreement
with the Point East (One, Two, Three and Four) Condominium Corporation, Inc. (collectively hereinat~er
referred to as "Point East") to provide a fire rescue facility; and the Miami-Dade Fire Rescue Service
District Board to accept an assignment of said Lease Agreement, a copy of which is attached as Exhibit
A;
NOW, TI-t3EREFORE, in consideration of the restrictions and covenants herein contained, it is
agreed as follows:
1. Purpose: The purpose of this Agreement is to state the terms and conditions under which the FIRE
BOARD shall accept the assignment of the Lease Agreement entered into by the CITY with Point East
for certain leased premises located at 2601 Point East Drive, Aventura, Florida 33180.
Property # 2210-00-00
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2. Assignment and Acceptance: Subject to the terms and conditions of this Agreement, CITY does
hereby assign, transfer and set-over to the FIRE BOARD, without recourse and without representation or
warranty of any kind or nature whatsoever, expressed or implied, all of the CITY's rights, title and
interest in and to the Lease Agreement. Subject to the terms and conditions of this Agreement the FIRE
BOARD hereby accepts the assignment of the Lease Agreement and assumes all of the CITY's
obligations thereunder and agrees to perform and keep all the terms, conditions, covenants, agreements,
liabilities and obligations to be performed thereunder from and after the date hereo£
3. Indemnification and Hold Harmless: In connection with the Lease Agreement occurring subsequent to
the date hereof, the FIRE BOARD does hereby agree to indemnify and save CITY harmless, to the extent
of limitations included within Florida Statutes, Section 768.28, from any and all claims, liability, losses
and causes of action, including attorney's fees and costs incidental thereto (at both the trial and appellate
levels), which may arise solely as a result of the FIRE BOARD's negligence. However, nothing in this
article shall indemnify CITY for any liability or claim arising out of the negligent performance or failure of
performance required of CITY or as a result of the negligence of any third party. In connection with the
Lease Agreement occurring subsequent to the date hereof, CITY does hereby agree to indemnify and
save the FIRE BOARD harmless, to the extent of limitations included within Florida Statutes, Section
768.28, from any and all claims, liability, losses and causes of action, including attorney's fees and costs
incidental thereto (at both the trial and appellate levels), which may arise solely as a result of CITY's
negligence. However, nothing in this article shall indemnify the FIRE BOARD for any liability or claim
arising out of the negligent performance or failure of performance required by the FIRE BOARD or as a
result of the negligence of any third party.
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4. Cancellation: Pursuant to the Lease Agreement the FIRE BOARD retains the right to cancel the Lease
Agreement and relocate the services provided from the leased premises based on operational needs. If
the FIRE BOARD exercises the right of cancellation, the FIRE BOARD shall, through its Fire Chief or
his designee, provide the CITY at least sixty (60) days written notice, prior to its effective date.
If the CITY ceases to use the Miami-Dade Fire Rescue Department as their emergency service
provider during the initial term of the subject Lease Agreement, then the CITY shall reimburse the FIRE
BOARD the unamortized actual out of pocket costs to improve the premises which is the subject of the
assigned Lease Agreement, but in no event shall the reimbursement exceed Seventy-Five Thousand
Dollars ($75,000.00). Such cost shall be amortized equally over the sixty (60) month period of the initial
term of the Lease Agreement.
5. Notices: It is understood and agreed between the parties hereto that all notices shall be written and
shall be sent by certified or registered mall, return receipt requested, first class, postage prepaid and
addressed as follows:
FIRE BOARD: CITY:
Planning & Capital Improvements City of Aventura
Miami-Dade Fire Rescue Department 2999 N.E 191 Street, Suite 500
6000 SW. 87 Avenue Aventura, Florida 33180
Miami, Florida 33173 Attn: City Manager
6. Written Agreement: This Agreement contains the entire agreement between the parties hereto, and it
may be modified only by resolutions approved by the Miami-Dade Fire Rescue Service District Board and
the City of Aventura Commission, respectively.
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1N WITNESS WHEREOF, the FIRE BOARD and the CITY have caused this Agreement to be
executed by their respective and duly authorized officers the day and year first above written.
CITY OF AVENTURA
(OFFICIAL SEAL)
ATTEST: ~
~J'5~~ BY:Eric M. Soroka
By: City Manager (CITY)
City Clerk
Approved by City Attorney as
form and legal sufficiency: /"~C? "~'~-~
(OFFICIAL SEAL)
ATTEST: MIAMI-DADE FIRE RESCUE
SERVICE DISTRICT BOARD
Marcia Fem~dez-Morin, Ad~ Clerk R.D. Paulison
Fire Chief (FIRE BOARD)
Approved by Fire Board Attome,/~ to
form and legal sufficiency: l~'lt*~'~A~
'
Approved by Fire Board Attorney
form and legal sufficiency:
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