HomeMy WebLinkAboutR-03-0509J-03-450
05/22/03
RESOLUTION NO. " 509
A RESOLUTION OF THE MIAMI CITY COMMISSION,
WITH ATTACHMENT(S), APPROVING THE ASSIGNMENTS
OF THE INTERESTS OF NOP 100 SOUTHEAST 2ND
STREET TOWER, LLC, A DELAWARE LIMITED
LIABILITY COMPANY AND NOP 100 SOUTHEAST 2ND
STREET RETAIL, LLC, A DELAWARE LIMITED
LIABILITY COMPANY, UNDER THE AIR RIGHTS AND
RETAIL LEASES BETWEEN SAID ENTITIES,
RESPECTIVELY, AS LESSEES, AND THE CITY OF
MIAMI, AS LESSOR, PERTAINING TO THE PROPERTY
KNOWN AS THE BANK OF AMERICA TOWER AT
INTERNATIONAL PLACE, LOCATED AT 100 SOUTHEAST
2" STREET, MIAMI, FLORIDA; SPECIFICALLY
APPROVING; (1) THE ASSIGNMENT BY NOP 100
SOUTHEAST 2ND STREET TOWER, LLC, A DELAWARE
LIMITED LIABILITY COMPANY, TO BLUE CAPITAL US
EAST COAST REAL ESTATE, L.P., A DELAWARE
LIMITED PARTNERSHIP AND ITS ANTICIPATED
SUCCESSOR BY MERGER, BLUE CAPITAL US EAST
COAST PROPERTIES, L.P., A DELAWARE LIMITED
PARTNERSHIP, OF LESSEE'S INTERESTS UNDER THE
AIR RIGHTS LEASE, (2) THE ASSIGNMENT BY NOP
100 SOUTHEAST 2ND STREET RETAIL, LLC, A
DELAWARE LIMITED LIABILITY COMPANY TO BLUE
CAPITAL US EAST COAST REAL ESTATE, L.P., A
DELAWARE LIMITED PARTNERSHIP AND ITS
ANTICIPATED SUCCESSOR BY MERGER, BLUE CAPITAL
US EAST COAST PROPERTIES, L.P., A DELAWARE
LIMITED PARTNERSHIP, OF LESSEE'S INTEREST
UNDER THE RETAIL LEASE, AND (3) THE
ASSIGNMENT OF THE RELATED PARKING AND OTHER
AGREEMENTS, ALL IN SUBSTANTIALLY THE ATTACHED
FORMS; APPROVING THE EXECUTION OF THE
REQUIRED ESTOPPEL STATEMENTS AND ANY OTHER
DOCUMENTS REQUIRED IN CONNECTION WITH SAID
TRANSFER, SUBJECT TO HINES REPAIRING THE
GREASE TRAP TO THE SATISFACTION OF THE CITY
AND THE APPROVAL OF THE CITY ATTORNEY;
AUTHORIZING THE CITY MANAGER TO EXECUTE THE
NECESSARY DOCUMENTS, IN SUBSTANTIALLY THE
ATTACHED FORMS, TO EFFECT THE APPROVALS SET
FORTH HEREIN.
CITY COMMSSION
VIEETTi� OF
AP MAY 2 2 2003
Resolution Np.
03- 509
WHEREAS, the City of Miami ("City") is the owner and Lessor
and NOP 100 Southeast 2nd Street Tower, LLC, a Delaware Limited
Liability Company ("NOP Tower") is the Lessee, under the Air
Right Lease Agreement dated as of July 1, 1980, as amended,
modified and assigned ("Air Rights Lease") affecting the property
known as the Bank of America Tower at International Place,
located at 100 Southeast 2nd Street, Miami, Florida ("Property");
and
WHEREAS, the City is the owner and Lessor and NOP 100
Southeast 2nd Street Retail, LLC, a Delaware Limited Liability
Company ("NOP Retail") is the Lessee, under the Retail Lease
Agreement dated as of July 30, 1985, as amended ("Retail Lease
modified and assigned affecting the Property; and
WHEREAS, NOP Tower wishes to assign its interests in the Air
Rights Lease to Blue Capital US East Coast Real Estate, L.P., a
Delaware limited partnership; and
WHEREAS, NOP Retail wishes to assign its interest in the
Retail Lease to Blue Capital US East Coast Real Estate, L.P., a
Delaware limited partnership; and
Page 2 of 5
o6l — 0a9
WHEREAS, NOP Tower and NOP Retail have requested the City's
consent to the above described assignments all in accordance with
the provisions of the corresponding agreements.
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY
OF MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the
Preamble to this Resolution are adopted by reference and
incorporated as if fully set forth in this Section.
Section 2. The assignments of the interests of NOP 100
Southeast 2nd Street Tower, LLC, a Delaware Limited Liability
Company and NOP Retail, LLC, a Delaware Limited Liability
Company, under the Air Rights and Retail Leases between said
entities, respectively, as Lessees, and the City of Miami, as
Lessor, pertaining to the property known as the Bank of America
Tower at International Place, located at 100 Southeast 2nd
Street, Miami, Florida, are approved, specifically approving:
(1) the Assignment by NOP 100 Southeast 2nd Street, LLC, a
Delaware Limited Liability Company Tower to Blue Capital US East
Coast Real Estate, L.P., a Delaware limited partnership and its
anticipated successor by merger, Blue Capital US East Coast
Properties, L.P., a Delaware limited partnership, of Lessee's
interests under the Air Rights Lease, (2) the Assignment by NOP
Page 3 of 5 03— 5® 9
100 Southeast 2nd Street Retail to Blue Capital US East Coast
Real Estate, L.P. a Delaware limited partnership and its
anticipated successor by merger, Blue Capital US East Coast
Properties, L.P., a Delaware Limited Partnership, of Lessee's
interest under the Retail Lease, and (3) the assignment of the
related parking and other agreements, all in substantially the
attached forms.
Section 3. The execution of the required estoppel
statements and any other documents required in connection with
said transfers is approved, subject to Hines repairing the grease
trap to the satisfaction of the City of Miami, and the approval
of the City Attorney.
Section 4. The City Manager is authorized!' to execute
the necessary documents, in substantially the attached forms, to
effect the approvals set forth in Sections 2 and 3 above.
Section 5. This Resolution shall become effective
immediately upon its adoption and signature of the Mayoral
�i The herein authorization is further subject to compliance with
all requirements that may be imposed by the City Attorney,
including but not limited to those prescribed by applicable
provisions of the City Charter and Code.
If the Mayor does not sign this Resolution, it shall become
effective at the end of ten calendar days from the date it was
passed and adopted. If the Mayor vetoes this Resolution, it
shall become effective immediately upon override of the veto by
the City Commission.
Page 4 of 5
- 509
PASSED AND ADOPTED this 22nd day of Ma
MANUEL A. DIAZ, MA
ATTEST:
PRISCILLA A. THOMPSON
CITY CLERK
CDM VILARELLO
ATTORNEY
AND CORRECTNESS:
If 2003.
Page 5 of 5 — 509
CONSENT TO ASSIGNMENT AND ESTOPPEL CERTIFICATE
THIS CONSENT TO ASSIGNMENT AND ESTOPPEL CERTIFICATE (this
"Agreement") is entered into as of the — day of , 2003 by and between
THE CITY OF MIAMI, FLORIDA, a municipal corporation under the laws of the State of
Florida ("Lessor"), and NOP 100 SE 2ND STREET RETAIL, LLC, a Delaware limited liability
company ("Lessee").
RECITALS
WHEREAS, on July 30, 1985, Lessor and CENTRUST REALTY AND
CONSTRUCTION COMPANY, a Florida corporation, as Lessee ("CRCC"), entered into a
Lease Agreement covering approximately 19,000.5 square feet of retail space on the ground floor
of the "Parking Garage" together with the "North Arcade" and certain rights and easements in the
"South Arcade," together with appurtenant easements, as defined in the Lease ("Demised
Premises"), located in the City of Miami, County of Miami -Dade and State of Florida, as
evidenced by Short Form Lease Agreement dated April 8, 1987 and recorded April 14, 1987 in
Official Records Book 13247, Page 440 of the Public Records of Miami -Dade County, Florida,
and as amended by (i) Rider to Lease dated December 24, 1987, recorded July 3, 1991 in Official
Records Book 15095, Page 673, which, among other things, clarified that the loading dock area is
included within the Demised Premises; and (ii) Second Rider to Lease dated November 5, 1991,
recorded in Official Records Book 15263, Page 1955 of the Public Records of Miami -Dade
County, Florida, which, among other things, clarified that the switch gear room is included within
the Demised Premises (collectively, the "Lease");
WHEREAS, CRCC has previously assigned its interest as Lessee to C.P. RETAIL, LTD.,
a Florida limited partnership ("CPR"), by Assignment of Lease dated December 3, 1985;
WHEREAS, CPR has previously assigned its interest as Lessee to MIAMI RETAIL
ASSOCIATES LIMITED PARTNERSHIP, a Florida limited partnership ("Miami Retail"), by
Assignment and Assumption of Retail Lease dated November 7, 1991 and filed in Official
Record Book 15263, Page 2005;
WHEREAS, Miami Retail has previously assigned its interest as lessee to Lessee;
WHEREAS, Lessee has advised Lessor that it has assigned or is going to assign said
Lease to BLUE CAPITAL US EAST COAST REAL ESTATE, L.P., a Delaware limited
partnership ("Purchaser"), pursuant to Exhibit A attached hereto and incorporated herein, and
Purchaser thereafter desires to merge into Blue Capital US East Coast Properties, L.P., a
Delaware limited partnership ("Blue Capital Properties"), with Blue Capital Properties to be the
surviving entity;
WHEREAS, Purchaser intends to encumber tenant's interest under the Lease with a
leasehold mortgage (the "Leasehold Mortgage") to and in favor of LANDESBANK HESSEN-
THORINGEN GIROZENTRALE, a German banking corporation, as lender and as agent for
participating banks (the "Leasehold Mortgagee"); and
03-- 509
WHEREAS, pursuant to Article IX of the Agreement, the written consent of the City
Manager is required as a condition of such assignment, Leasehold Mortgage, and merger.
NOW, THEREFORE, it is agreed and understood as follows:
I. RECITALS
All of the above recitals are true and correct in all respects.
II. CONSENT TO ASSIGNMENT AND LEASEHOLD MORTGAGE
Lessor hereby consents to, and grants its authorization for, the assignment of the Lease
from Lessee to Purchaser, the Leasehold Mortgage, and the subsequent merger of Purchaser into
Blue Capital Properties. Lessee acknowledges that a copy of the instrument substantially in the
form attached as Exhibit A will be delivered to the Lessor upon its execution pursuant to the
requirements of Article IX of the Lease.
III. ESTOPPEL CERTIFICATE
At the request of the Lessee and Purchaser and knowing that Lessee, Purchaser, Blue
Capital Properties and the Leasehold Mortgagee will rely upon the accuracy of the information
herein contained, Lessor hereby confirms to Lessee and Purchaser and their successors or assigns
the following:
1. The Lease is in full force and effect and has not been modified, altered or
amended except as set forth in the recitals.
2. Rent due under the Lease commenced to accrue on November 30, 1986, and
Lessee is currently up to date on all rent payments and other charges due under the Lease.
3. The Commencement Date of the Lease is July 30, 1985.
4. To the best of Lessor's knowledge, there are no uncured existing defaults of
Lessee or Lessor.
Office.
5. A true, correct and complete copy of the Lease is on file at the City Clerk's
6. The total number of parking spaces in the Parking Garage is 1,352.
IN WITNESS WHEREOF, Lessor and Lessee have caused this Agreement to be executed
as of the date set forth above.
LESSOR:
CITY OF MIAMI, a municipal corporation
WITNESS: under the laws of the State of Florida
-2-
Bank of America Retail estoppel 5-03cln
03- 509
Print Name Name:
Title:
Print Name
[Signatures continue on next page]
-3-
Bank of America Retail estoppel 5-03cln
93- 509
APPROVED AS TO FORM AND
CORRECTNESS:
ALEJANDRO VILARELLO
City Attorney
Print Name:
Print Name
ATTEST:
LESSEE:
NOP 100 SE 2ND STREET RETAIL, LLC,
a Delaware limited liability company
By: National Office Partners Limited Partnership, a
Delaware limited partnership, its sole member
By: Hines National Office Partners Limited
Partnership, a Texas limited partnership, its
general partner
By: Hines Fund Management, L.L.C., a
Delaware limited liability company, its
general partner
By: Hines Interests Limited
Partnership, a Delaware limited
partnership, its manager
By: Hines Holdings, Inc., a Texas
corporation, its general
partner
[Acknowledgements appear on next page]
-4-
0
C. Kevin Shannahan,
Executive Vice President
Bank of America Retail estoppel 5-03cin
03- 509
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this day of
2003 by , as City Manager of, and by
, as City Clerk of the City of Miami, Florida, a municipal
corporation under the laws of the State of Florida, on behalf of the municipal corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal in the County and State
aforesaid.
Notary Public
Type, Print or Stamp Name
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this day of ,
2003 by , the of Hines Holdings, Inc., a
partner of
Texas corporation, the general Hines Interests Limited Partnership, a Delaware limited
partnership, the manager. of Hines Fund Management, L.L.C., a Delaware limited liability
company, the general partner of Hines National Office Partners Limited Partnership, a Texas
limited partnership, the general partner of National Office Partners Limited Partnership, a
Delaware limited partnership, the sole member of NOP 100 SE 2°d Street Retail, LLC, a
Delaware limited liability company, on behalf of said corporation, said partnerships and said
companies. He/she is personally known to me or has produced a driver's license
as identification.
-5-
Notary Public
Type, Print or Stamp Name
My Commission Expires:
Bank of America Retail estoppel 5-03cln
03- 509
EXHIBIT A
ASSIGNMENT AND ASSUMPTION AGREEMENT
Bank of America Retail estoppel 5-03cin
03- 509
FORM OF ASSIGNMENT AND ASSUMPTION OF RETAIL LEASE
KNOW ALL MEN BY THESE PRESENTS, that NOP 100 SE 2nd STREET
RETAIL, LLC, a Delaware limited liability company ("Assignor"), for TEN AND NQ/1QQ
DOLLARS ($10.00) and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, does hereby remise, release, transfer, convey and assign
(absolutely and not as security or upon any condition) unto BLUE CAPITAL US EAST COAST
REAL ESTATE, - L.P., a -Delaware limited partnership ("Assignee"), all the right, title and
interest of Assignor in, to and under the lease and amendments and riders thereto described on
Exhibit "A" attached hereto and made a part hereof (the "Lease"), to have and to hold the same
unto Assignee, its successors and assigns forever, and Assignor does hereby bind itself and its
successors and assigns to warrant and forever defend all and singular the title to the Lease unto
Assignee and its successors and assigns against every person whomsoever lawfully claiming or
to claim the same or any part thereof, by through or under Assignor, but not otherwise.
Assignee's address is 17101 Preston Road, Suite 230, Dallas, Texas 75248.
Assignee hereby assumes Assignor's obligations under the Lease from and after
the date hereof and covenants and agrees with Assignor to be bound by all of the terms,
covenants, agreements, provisions and conditions of the Lease to be performed or observed by
the lessee under the Lease from and after the date hereof. This assumption is made in full
compliance with the requirements of Article IX, Section 902 of the Lease. Assignee agrees that
the provisions in Section 901 and all of Article IX of the Lease shall, notwithstanding this
assignment, be binding with respect to all future assignments, subleases and transfers. Assignee
agrees to perform any and all obligations as lessee arising under the Lease from and .after the
date hereof. Assignee shall not be responsible for any liabilities, obligations and/or claims which
shall have accrued under or on account of the Lease prior to the date hereof.
The parties hereto agree to execute and deliver such further agreements,
instruments and documents and to take such other action as may be reasonably necessary or
appropriate to carry out or confirm the purposes or intent of this Agreement.
This Agreement shall be construed and enforced in accordance with the laws of
the State of Florida.
This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their heirs, successors and assigns.
This Agreement may be executed in any number of counterparts, each of which,
when executed and delivered, shall be an original, but all counterparts shall together constitute
one and the same instrument.
HOUO3:912086.2 03- 509
IN WITNESS WHEREOF, Assignor and Assignee, intending to be legally bound
hereby, have executed this Agreement as of the day of 2003.
Signed, sealed and
delivered in the
presence of-
Witness
f
Witness
Witness
Signed, sealed and
delivered in the
presence of:
Witness
Witness
ASSIGNOR:
NOP 100 SE 2ND STREET RETAIL, LLC,
a Delaware limited liability company
By: National Office Partners Limited Partnership, a Delaware
limited partnership, its sole member
By: Hines National Office Partners Limited Partnership,
a Texas limited partnership, its general partner
By: Hines Fund Management, L.L.C., a
Delaware limited liability company, its
general partner
By: Hines Interests Limited Partnership,
a Delaware limited partnership, its
manager
By: Hines Holdings, Inc. a Texas
corporation, its general
partner
B.7
Name:
Title:
ASSIGNEE:
BLUE CAPITAL US EAST COAST REAL ESTATE, L.P.,
a Delaware limited partnership
By: BLUE CAPITAL INVESTMENTS, INC.,
a Delaware corporation, its general partner
By:
Name:
Title:
HOUO3:912086.2 03- V
STATE OF )
COUNTY OF )
The foregoing instrument was acknowledged before me this • day. of
2003 by , the of Hines Holdings, Inc., a Texas
corporation, general partner of Hines Interests. Limited Partnership, a Delaware limited
partnership, the manager of Hines Fund Management, L.L.C., a Delaware limited liability
company, general partner of Hines National Office Partners Limited Partnership, a Texas limited
partnership, general partner of National Office Partners Limited Partnership, a Delaware limited
partnership, sole member of NOP 100 SE 2nd Street Retail, LLC, a Delaware limited liability
company, on behalf of said corporation, said partnerships and said companies.
My commission expires: Notary Public
STATE OF
COUNTY OF
The foregoing instrument was acknowledged before me this day of
2003 by , the of
Blue Capital Investments, Inc., a Delaware corporation, the general partner of Blue Capital US
East Coast Real Estate, L.P., a Delaware limited partnership on behalf of said corporation and
said partnership.
My commission expires: Notary Public
[NOTARIAL SEAL]
HOUO3:912086.2 0a7ss�� r 509
Lease Agreement
dated 340 JAL , 1985
between
City of Miami, a
municipal corporation of
the State of Florida
and
CenTrust Realty and Construction
Company, a Florida Corporation
03- 509
TABLE OF CONTENTS
PAGE
PARTIES..................................................
Rentals Payable .........................
1
STATEMENT OF
BACKGROUND
AND PURPOSE ..:................... 1
ARTICLE
I - EXHIBITS
AND
DEFINITIONS ..................... 2
c. Rent Commencement Date .............
16
Section 302
Governmental Charges....................
Section
101
Exhibit
List..; ......................... 2
Section
102
Defined
Terms ........................... 2
ARTICLE II- GENERAL TERMS OF LEASE ....................... 7
Section 201 Lease Of Leased Property To CenTrust.... 7
a. Demised Premises ................... 7
b. Original Term ...................... 7
C. Renewal Term ....................... 7
Section 202 Use Prohibition Of The Demised
Premises ......................060..9.. 8
Section 203 Permitted Uses For Demised Premises..... 12
ARTICLE III - RENTAL ..................................... 12
Section 301
Rentals Payable .........................
12
a. Base Rent ..........................
12
b. Adjustment ..........................
13
c. Rent Commencement Date .............
16
Section 302
Governmental Charges....................
16
a. Covenants For Payment Of Govern-
mental Charges By CenTrust.......
16
Section 303
Utilities ............................0..
18
Section 304
Section 305
Services ................................
Parking Facilities ......................
18
21
ARTICLE IV -
CONSTRUCTION ................................
21
Sect�on 401
Plans And Specifications..... ...........
21
a. Preparation And Delivery...........
21
b. Approval ...........................
22
Section 402
Construction Of Improvements To The
Section 403
Demised Premises ......................
Manner Of Work= Compliance With Laws
23
Section 404
Section 405
And Regulations .......................
Liens.........................0.0.00....
Personal Property .......................
24
25
26
ARTICLE V - OPERATION AND MAINTE:NANCE.................... 27
(i)
03- 509
Section
501
Operation And Maintenance Of Demised
Premises ..............................
27
Section
502
Drainage, Clearinq Sidewalks............
28--•
Section
503
Sate Floor Loads ........................
79
Section
504
Storage Or Use Of Flammable Materials...
-29 -
Section
505
Default In Operations Or Maintenance....
29
a. Right To Effect Compliance......... .
29
b. Right To Contest ...................
30
Section
506
Alterations To Demised Premises..........
3.0
-
a.-- Modifications . . . . . . . . . . . . . . . . . . . . . .
30
b. Replacements.......................
31
Section
507
Non -Interference With Parkinq Garaqe....
31
Section
508
Non -Interference With Demised
Premises .......................0006...
32
ARTICLEVI
- INSURANCE ...................................
32
Section
601
Maintenance Of insurance................
33
Section
602
Responsible Insurance Companiest
Copies Of Policies ....................
35
Section
603
Obtaining Insurance Upon The Other
Party's Failurs......................
35
Section
604
Indemnification .........................
36
ARTICLEVII
- DAMAGE ....................................
36
Section
701
Damage To Demised Premises .............
36
Section
702
Damage To Parking Garace...............
37
Section
703
Abatement Of Rent ......................
38
ARTICLE
VIII
- CONDEMNATION .............................
38
Section
801
Taking Of Title ........................
39
Section
802
Apportionment Of Awards ................
40
Section
803
Taking For Temporary Use ...............
41
Section
804
Prosecution Of Fixture Claims..........
43
Section
805
Appearance In Condemnation
Proceedings ..........................
43
ARTICLE
IX -
ASSIGNMENT, SUBLETTING, MORTGAGING.........
43
Section
901
Consent Required .......................
43
Section
902
Requirements For Assiqnments Or
Transfer .............................
45
Section
903
Notice To Leasehold Mortgagee..........
45
Section
904
Nondisturbance
46
....................0....
ARTICLEX
-
ARBITRATION .................................
47
Section
1001
ARBITRATION ............................
47
ARTICLEXI - DEFAULT .................................... 50
Section 1101 Events Of Default ...................... 50
(ii)
03- 509
Section 1102
Section 1103
Section 1104
Section 1105
Remedies............ ............ 0.0.***
Damages ................................
a. Amount . . . . . . . . . . . . . . . . . . . . . . . . . . *0
b. Interim Payments ..................
Waiver Of Riqht Of Redemption..........
Riqhts Of Leasehold Mortq agees.........
52
54
54
S6
�7-
57
64
a. Performance .......................
57
End Of Term
b. Notice ............................
58
_.
Section 1106
C. New lease .........................
d.- Consent.-.,,,,
e. Modifications .....................
f. Renewal Terms .....................
Defaults By The City...... .............
54
61
61
62
63
ARTICLE XII - GENERAL PROVISIONS ........................ 64
Section
1201
Covenant Of Titles Quiet Enjoyment.....
64
Section
1202
End Of Term
65
Section
1203
Headings
65
Section
1204
Notices...................0............
65
Section
1205
Short Form Lease .......................
66
Section
1206
Approvals, Consents ....................
66
Section
1207
Estoppel Certificates ..................
67
Section
1208
Successors And Assigns.... ...... sees...
67
Section
1209
Modifications Of Lease .................
67
Section
1210
City's Obligations .....................
67
Section
1211
Nondiscrimination...... ...............
68
Section
1212
Warranty ...............................
68
Section
1213
Conflict Of interest.... ...............
68
Section
1214
Independent Contractor........:.........
68
Section
1215
Minority Procurement Compliance........
69
Section
1216
Compliance With Laws ...................
69
Section
1217
Time Of F:ssence........................
69
Section
1218
Relationship Of Parties ................
69
Section
1219
Construction Of Agreement ..............
69
Section
1220
Severability...... .....................
70
Section
1221
Unresolved Matters.... ............. 0 ...
70
EXHIBITS
Exhibit
A
-- Plan of Retail Space, North Arcade and
South Arcade
Exhibit
B
-- Easements and Rights
Exhibit
C
-- Description of Land
Exhibit
D
-- Existing City Improvements
Exhibit
E
-- CenTrust Improvements; Plans and
Specifications
03- 509
PASTtES _
THIS LEASE AGREEMENT is made and entered into at Miami,
Florida as of 3o ., qL.: j , 1985, between THE CITY
OF MIAMI, FLORIDA, a municipal corporation of the State -of-
Florida,
fFlorida, hereinafter referred to as the "City", and CENTRUST
REALTY •AND CONSTRUCTION COMPANY,_ a Florida corporation,
hereinafter referred to as "CenTrust".
STATEMENT OF BACKGROUND AND PURPOSE
The City Manager, pursuant to Resolution No. 80-501 on
behalf of the City, entered into a Lease Agreement dated as of
July 1, 1980 (the "Air Rights Lease") with Dade Savings and Loan
Association, now known as CenTrust Savings Bank, whereby the City
caused the Parking Garage to be constructed, including the
support structures and appurtenant facilities for CenTrust Tower,
and CenTrust Realty and Construction Company as successor to
CenTrust Savings Bank has leased from the City the air rights
above the Parkinq Garage, together with other areas and
appurtenances, for the construction and operation of CenTrust
Tower.
The City Manager, pursuant to Resolution No. 82-266 on
behalf of the City, entered into a Management Aqreement dated as
of March 16, 1982, with the Department of Off -Street Parkinq,
i
for the management and operation of the Parking Garage.
The City, pursuant to Resolution No. 85-98, has duly
authorized the leasing of approximately 18,700 square feet of
usable retail space (the "Retail Space") on the ground floor of.
1
+-- 509
the Parking Garage. The Retail Space is located akonq two public
arcades, the North Arcade and the South Arcade, as shown in
Exhibit A of this Lease. The ^_ity has further duly authorized
the City Manager, on behalf of the City, to enter into this -Leas e
with CenTrust.
In consideration of the - foregoing rents and of the covenants
and agreements hereinafter set forth, the parties do hereby
covenant and agree as follows:
ARTICLE i
EXHIBITS AND DEFINITIONS
Section 101 Exhibits.
Attached hereto and forming a part of this Agreement are the
following Exhibits.
Exhibit A Plan of Retail Space, North Arcade and South
Arcade
Exhibit B Easements and Rights
Exhibit C Description of Land
Exhibit D Existing City Lmprovements
Exhibit E CenTrust Improvements; Plans and Specifications
Section 102 Defined Terms.
As used herein the term:
1"Arbitration Panel" means the panel of arbitrators more
completely described in Article X.
"Architects" means such architects as CenTrust shall
designate.
2
03- 509
"Assignee" means the assignee of CenTrust's interest under
this Lease.
"Ce rust Tower" means the office building constructed
pursuant to the Air Rights Lease.
"city Manager" means the City Manager, from time to time, of
the City of Miami, -Florida or, the.equivalent administrator of any
successor entity by merger, change of name or otherwise.
"City of Miami Convention Center" means the complex located
adjacent to the Land consisting of the City of Miami/University
of Miami James L. Knight International Center, and all
appurtenances thereof.
"Default Rate" means 2% above Prime Rate.
"Demised Premises" means the Retail Space and North Arcade
together with certain rights and easements in the South Arcade
and subject to certain reservations, as more specifically
described in this Lease and in Exhibits A, 13 -and D. The Retail
Space contains approximately 18,700 square feet of Leasable
Retail Space located on the ground floor of the Parking Garage.
"Department of Off -Street Parking" means an agency and
instrumentality of the City of Miami as defined in the City
Charter, Section 23-A.1, hereinafter referred to as D.O.S.P.
"Events of Default" means the events and circumstances
i
described as such in Section 1101 of this Lease.
"Governmental Charges" shall have the meaning described in
Section 302(a) of this Lease.
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03- 509
"Improvement_ means all structures to ..e constructed on the
Demised Premises and South Arcade.
"Land" has the meaning ascribed to it in Exhibit C.
"Landlord" means the City.
"Leasable Retail Space" , as used in this Lease, refers to
all space within the Retail Space within the inside surface of
the perimeter glass or undecorated columns and walls enclosing
the portion of the Retail Space that CenTrust occupies and the
portion of the Retail Space as measured along the inside face of
the walls or glass. The square footage of the Leaseable Retail
Space shall include the footprint(s) of any Automatic Teller
Machines or any similar facility of CenTrust or its sublessee
which may be located in the North Arcade or South Arcades the
City shall not allow the location of any competitive banking,
teller or Automatic Teller Machines facilities in or about the
South Arcade. The Retail Space is measured horizontally as
described above for the Leaseable Retail Space and also extends
from the unfinished upper plane of the concrete floor slab to the
unfinished lower plane of the concrete ceiling structure above
the lower boundaries. The Arcades are measured vertically in the
same manner as the Retail Space and, horizontally, are contiguous
to each other and to the Retail Space whenever they appear to be
so on the diagram attached as Exhibit A to this Lease. The
Leasable Retail Space in the Demised Premises has been calculated
on the basis of the foregoing definitions but shall, upon
completion of CenTrust Improvements, be recalculated based on
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physical field measurement by a Registered Surveyor selected upon
agreement of both parties. Should the parties fail to agree upon
the selection of a Registered Surveyor, such Surveyor shall be
selected as provided in Section 1001(a). Should physical field
measurements be incapable of accurate computation on or before
the Rent' Commencement date, la,700 square feet of Leasable Retail
Space shall be used to compute the initial ease Rent, subject to
later adjustment when such physical field measurement can be
accurately taken.
"Lease" or "Agreement" means this Lease Agreement as
executed and as the same may be from time to time duly modified,
amended or supplemented pursuant to its terms.
"Lease Year" or "Rental Year" means each twelve month period
during the Term of this Lease commencing on the Rent Commencement
Date.
"Leasehold Mortgagee" means a holder or, holders of any
mortgage upon the leasehold rights of CenTrust in the Demised
Premises (including the trustee thereunder, if any such mortgage
be in the form of a deed of trust) to secure an issue of bonds,
notes or other corporation obligations; provided that the use of
such term in this Lease shall not affect the City's obligations
to give notice to the Leasehold Mortgagee unless and until
t
CenTrust under this Lease shall notify the City that a leasehold
mortgage or deed of trust encumbering the leasehold interest
under this Lease is then in force between CenTrust and a
Leasehold Mortgagee.
109
"Maintenance" means the "everyday" cleaning of property,
including sweeping, mopping, and dusting, which is designed to
maintain the status quo but not including repair.
"Management Agreement" means the Agreement dated March 16,
1982 between the City of Miami and D.O.S.P, for the management
and operation of the Parking Garage.
"Original Term" means the Original Term of this Lease as
provided in Section 201 of this Lease.
"Parking Garage" means the 1450 space parking facility of
the City that is currently managed by D.O.S.P. located between
S.E. 2nd Street on the north, S.E. 1st Avenue on the west, the I-
95 distributor on the south and the Howard Johnson Motel property
on the east.
"Possession Date" means that date on which CenTrust takes
possession of the Demised Premises, which shall be for purposes
of this Lease, 120 days from execution of this"Le ase by the City
Manager.
"Prime
Rate" means
the prime rate of
interest
per
annum in
effect
in the Borough of
Manhattan, City
and State
of
New York,
at Citibank, N.A., or its successors and assigns, as publicly
announced by it, or such comparable rate as may then be in effect
at such bank.
"Renewal Term(s)" means the terms for which this Lease may
be renewed ,as provided in Section 201 of this Lease.
"Rent" means the rent payable by CenTrust to the City
pursuant to Article III for the use and occupancy of the Demised
Premises.
N.
03-r 509
"Rent Commen,,ement Date" has the means„.4 given in Section
301(c) of this Lease.
"Repair” means repairs and replacements to the improvements
which are part of the Demised Premises or South Arcade; repairs
reflect corrective work, in contrast to maintenance which is
designed to maintain the status quo.
"Request for Proposal" means the "City of Miami Request for
Proposals for Lease of Retail Space in the Parking Garage", dated
February 14, 1985.
"Sublessee" means any subtenant of CenTrust, as to any space
in the Retail Space; also sometimes referred to as Subtenant or
Space Tenant.
"Tenant" means CenTrust.
"Term" means the Oriqinal Term of this Lease and any Renewal
Term(s) thereof, if any, then in effect.
ARTICLE II
GENERAL TERMS OF LEASE
Section 201 Lease of Leased Property to CenTrust. Subject
to the conditions set forth in this Aqreement, to the payment of
rental provided herein, and the performance of the parties hereto
of the duties and obligations on the part of each to be performed
hereunder:
1.
(a) Demised Premises. The City demises and leases to
CenTrust, and CenTrust takes and hires from the City all of the
area described as the Retail Space and North Arcade together with
certain rights and easements in the South Arcade and subject to
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03- 509
certain reservations, as mores specifically described in this
Lease and Exhibits A, B and D.
(b) original Term. The Oriqinal Term of this Lease shall
commence on the first day after execution of this Lease by the
City Manager and terminate on July 1, 2015, unless otherwise
terminated as provided in this Lease.
(c) Renewal Term. CenTrust is granted the option to renew
this Lease for up to two (2) additional terms (each called a
"Renewal Term") of thirty (30) years and twenty-five (25) years,
respectively, commencing at the expiration of the Oriqinal Term
or the previous Renewal Term, as the case may be. Each such
option shall be exercised no fewer than twenty-four (24) nor more
than thirty-six (36) months before the date on which such Renewal
Term is to commence. If the City does not notify CenTrust within
the ninety (90) day period immediately after CenTrust exercises
its option to renew, CenTrust shall be deemed not to be in
default under this Lease for the purpose of having the power and
authority to exercise its options under this Section. If the
City shall notify CenTrust within such ninetv (90) day period
that CenTrust is in Default under this Lease, CenTrust shall have
such time as the kind or type of Event of Default shall require
as p�ovided in Article XI of this Lease, in which to reasonably
cure such Default and upon such cure CenTrust shall be deemed to
have had the power and authority to exercise and to have duly
exercised its options under this Section. Notwithstandinq the
above, if CenTrust shall be in Default at the time of
8
03- 509
commencement of any Renewal Term then the ,A ty may - proceed as
provided in Article XI.
The City Manaqer and CenTrust, upon request of either party,
shall execute one or more written memoranda in such form as•wiYl
enable it to be recorded among the Land Records of Dade County
setting forth the beginning and termination dates of the Renewal
Term(s), determined in accordance with this Agreement.
Section 202 Use Prohibition of the Demised Premises. The
Demised Premises shall not be used for the following uses
("Prohibited Uses"):
(a) adult bookstores;
(b) adult movie theaters;
(c) amusement centers, as currently defined in Section
33.1, of the Code of Metropolitan Dade County;
(d) automobile parts and equipment sales;
(e) automobile tire sales;
(f) barbecue stands;
(g) billiard or pool rooms;
(h) dog and pet stores or hospitals;
(i) electrical appliance and fixture stores; which shall
mean those stores which sell primarily and not
incidentally major electrical appliances, maior
I
electrical fixtures, electrical appliances and
electrical fixtures;
(j) "convenience type" grocery stores; which shall mean
those stores which sell primarily food and related
9
03- 509
commodities, but shall not prohibit stores selling
primarily quality gourmet foods or those which sel-1
foods and sundries as a convenience to their customers;
(k) health clubs or health studios; which shall mean a
gymnasium, but not a store or facility which sells
health related foods, equipment or supplies or has as a
primary or incidental purpose medical, dietary,
psychological or other health purposes
(1) housing or sleeping quarters:
(m) locksmith shops;
(n) night clubs;
(o) pubs and bars, except in conjunction with a restaurant=
(p) secondhand stores which shall mean stores dealinq in
second hand "junk type" merchandise, but not stores
dealing in antiques or quality collectibles;
(q) sharpening and grinding shops;
(r) Casino gamblinq, games of chance or reward (which for
the purposes of this Section do not include lottery
sales);
(s) Any unlawful or illegal business or use or purpose or
any purpose which in any way is a violation of the
certificates of occupancy (or other similar approvals
of applicable governmental authorities).
(t) CenTrust. agrees that if casino gambling, qames of
chance or reward shall in the future become leqal in
the City of Miami, that CenTrust may not use the
lA
03- 509
Improvements or any portion of the Demised Premises or
South Arcade for casino gambling or games of chance -or-
reward purposes without the prior written consent_ojf
the City, and if the City shall consent, the parties
shall in good faith negotiate an appropriate
modification or amendment to this Agreement.
(u) CenTrust acknowledges that if casino gambling, games of
chance or reward shall become leqal in the City of
Miami, the City may authorize the use of any of its
property for same.
(v) No covenant, agreement, lease, conveyance or other
instrument shall be effected or executed by CenTrust or
any of its successors or assigns, whereby the Demised
Premises and South Arcade or any portion thereof is
restricted by CenTrust or any successor in interest,
upon the basis of race, color, religion, sex, national
origin or handicap in the sale, lease, use or occupancy
thereof. CenTrust will comply with all applicable
state and local laws, in effect from time to time,
prohibiting discrimination or segregation by reason of
race, color, religion, sex, national origin or handicap
i in the sale, lease or occupancy of the Demised
Premises.
CenTrust shall cause the provisions of this Section 202, to
be inserted in any sublease of the Retail Space or spaces and
violation of such provision shall he a material default to such
11
03- 509
Sublease. CenTrust may allow its sublessee . reasonable period
of time to cure, not to exceed twenty (20) calendar days after
notice. Failure of CenTrust to diligently enforce such
provisions, after notice from the City, or failure to inelud e
such provisions in its sublease agreements shall constitute a
Default-under this Lease.
Section 203 Permitted Uses for Demised Premises. The uses
permitted on the Demised Premises are those which are not
Prohibited Uses.
CenTrust shall notify City in writing of any and all
subletting by CenTrust and to the best of its knowledge subleases
of its sublessees. CenTrust's obligations as contained in
Article II shall be continuing in nature and CenTrust shall cure
any default as provided thereunder. Failure of the parties to
agree as to whether or not a use is a Prohibited Use shall be
resolved, at the option of either party by Arbitration as
provided in Article X. The City Manaqer or the Commission at the
former's discretion shall have the right to consent to a
Prohibited Use on all or part of the Demised Premises or South
Arcade.
ARTICLE III
RENTAL
i
Section 301 Rentals Payable. CenTrust covenants and agrees
to pay the City as Rent for the Demised Premises, the following:
(a) Base Rent. CenTrust agrees to pay City an annual base
rent of $17.50 per square foot of Leasable Retail Space (the
12
03- 509
"Base Rent"), as such Rent may be adjustec, from _time to time
pursuant to this Lease. Rent is payable in lawful money (legal
tender for public or private debts) of the United States of
America. Rent shall commence on the Rent Commencement Date.
Rent shall be payable in equal monthly installments in advance on
the first day of each full calendar month following the Rent
Commencement Date during the term of this Lease, and shall be
paid to the City at the Property and Lease Management Division,
Finance Department, at the address provided in Section 1204 or at
such other place as the City Manaqer may designate from time to
time in a notice given pursuant to the provisions of Section
1204. Any late Rent payment which is fifteen (15) calendar days
overdue shall automatically accrue interest at a rate equal to
the Prime Rate from the date that such payment was due until
paid. Any overpayment of Rent adjusted as provided 'below shall
at the end of each Lease Year be paid to CenTrust within thirty
(30) days of the City's receipt of notification from Centrust of
such overpayment or, at the option of CenTrust, CenTrust may
request a credit of such amount to the Rent due in the then
current Lease Year. If there is an underpayment of Rent,
CenTrust shall pay the City the amount of the deficiency within
thirty; (30) days of the City's notification to Centrust of such
4,
underpayment. Failure of the parties to agree to the existence
or amount of any overpayment or underpayment shall be resolved by
Arbitration as provided in Article X. In the event of a
contested overpayment or underpayment, CenTrust shall first, pay
13
,`��r'0q
such Rent correction as directed by the City, then arbitrate its
dispute.
(b) Adjustment. Beginning with the second Lease Year ,after
the Rent Commencement Date and each year thereafter during the
Term of this Lease, the Base Rent shall be adiusted, in
accordance with changes in the "Price Index" as defined in this
Section. The Price Index shall mean the Consumer Price Index for
"all items" for the United States as promulgated by the Bureau of
Labor Statistics for the U.S. Department of Labor, using the year
1967 as a base of 100. The Base Rent shall be adjusted in
accordance with the following provisions:
(i) the Price index as of the first day of the first
month after the Rent Commencement Date (or the nearest
reported previous month) shall be designated the Base Price
Index;
(ii) the Price Index as of the first. day of the first
month of the second full Lease Year after the Rent
Commencement Date and subsequent Lease Years (or the nearest
reported previous month) shall be designated the Comparison
Price Index;
(iii) promptly at the end of the second Lease Year after
,the Rent Commencement Date and at the enol of each Lease Year
thereafter, the Base Rent shall be adjusted by adding to the
Base Rent seventy (70) percent of the sum computed by
multiplying the Base Rent by the fraction which has a
numerator of the Comparison Price Index minus the Base Price
14
03- 509
Index, and ..as a denominator of th, Base Price Index.
Written as an equation, this formula is as follows:
701 X Base Rent X Comparison
Price Index - Base Price Index
Base price Index
(iv) any adjusted Rent, determined as stated above, shall
be, retroactive for the prior. Lease Year and shall continue
to be payable until readjusted in accordance with this
Sectioni
(v) no such adjustment shall reduce the annual Base Rent
below $17.50 per square foot of Leaseable Retail Space as
computed in this Lease.
If the City claims to be entitled to an adjustment of the
Base Rent in accordance with the above provisions, the City shall
send a notice to CenTrust setting forth the Base Rent claimed
payable. Such notices, with calculations, shall be sent within
three months after publication of the applicable Price Index. In
the event of an adjustment which increases the Base Rent,
CenTrust shall pay to the City, within forty-five (45) days of
receiving such notice, the additional Base Rent owed for the
prior Lease Year, and for the months which have elapsed in the
then'.current Lease Year or, if an adjustment decreases the Base
Rent; and a refund is due to CenTrust, then, at the option of
i
CenTrust, such sums shall be paid to CenTrust within forty-five
(45) days of notice of its election or a credit shall be applied
against the Rent due in the next Lease Year.
15
03- 509
Failure of th_ parties to agree upon an d justment to the
Base Rent shall be resolved by Arbitration as provided in Article
X. In the event that an adjustment is contested by CenTrust,
Centrust shall first pay such Base Rent adjustment as directed by
the City, then arbitrate its dispute.
In the event that such Price Index, or an acceptable
successor or substitute index is not available, a reliable
governmental or other nonpartisan publication evaluatinq the
information previously used in determininq the Price Index shall
be used in lieu of the Price Index, as agreed by the City and
CenTrust.
(c) Rent Commencement Date. The Rent Commencement Date
shall be November 30, 1986.
Section 302 Governmental Charges.
(a) Covenants for Payment of Governmental Charges by
CenTrust. CenTrust shall as additional payments due under this
Lease pay and discharge, before any fine, penalty, interest or
cost may' be added, all real and personal property taxes, all ad
valorem real property taxes, all taxes on Rent Payable hereunder
and under sublessees, public assessments and other public charges
including but not limited to electric, water, sewer, rents, rates
and charges (all such taxes, public assessments and other public
i
charges being hereafter referred to as "Governmental Charges")
levied, assessed or imposed by any public authority against the
Demised Premises, including all improvements thereon in the same
manner and to the same extent as if the same, together with all
16
03- 409
improvements thereon, were owned in fee s�wple by CenTrust;
provided, that CenTrust's obligation to pay and discharge
Governmental Charges levied, assessed or imposed against or with
respect to Demised Premises shall not commence- until the
Possession Date. Notwithstandinq the provisions of this Section
3021a), . CenTrust shall have the right- to contest the amount or
validity, in whole or in part, of any Governmental Charges by
appropriate proceedings. The City agrees to consent to and/or
formally join in any such proceedings to the extent it may be
allowed by law, if such consent and/or joinder be required by law
for the prosecution thereof. CenTrust shall pay all charges for
metered water, sewer service charges and other fees or charges
lawfully imposed by any public authority upon or in connection
with the Demised Premises.
} The City retains all its riqhts to impose special
assessments or other public charges provided such qovernmental
charges are part of a comprehensive scheme of assessment of
general applicability to like property or tenants in the City of
Miami.
CenTrust, upon written request, shall furnish or cause to be
furnished, to the City Manager, official receipts of the
appropriate taxing authority, or other proof satisfactory to the
i
City Manager evidencing the payment of any Governmental Charges,
which were delinquent or payable with penalty. Such evidence of
payment shall be deliverer] to the City Manaqer within thirty (30)
days after the date of such request.
17
03- 509
Section 303 Jtilities. CenTrust at its own cost and
expense, shall arrange and pay for all heat, electricity, light,.___
water, sewer, gas, air conditioning, fire protection and any and
all other utility or services used on or in connection with the
Demised Premises and South Arcade except with regard to the South
Arcade, as provided in Section 304(x) The City shall not
provide any of the above enumerated services or connections
thereto to the Demised Premises, 'except as ( i) are presently
existing and (ii) as provided in Section 304(a). The City hereby
grants to CenTrust all easements which are and shall be
reasonably required for installation of any heat, electricity,
light, water, sewer, gas, air conditioning, fire protection, and
any other utility or service connections, subject to reasonable
review and approval by the City Manager.
Section 304 Services.
(a) The City will furnish or cause to be furnished at all
times and on all days throughout the year, the following
services to CenTrust: automatically operated garage elevator
service, existing stairs, and the City shall have available and
pay for, (through D.O.S.P. if applicable), the following
utilities to the South Arcade: (i) electricity, (ii) electricity
for air conditioning which CenTrust may at its option install,
and if insitalled by CenTrust, CenTrust shall maintain, repair and
replace such air conditioning at its sole cost and expense durinq
the term of this Lease, and (iii) water. All electricity and
water connections shall be separately metered and payable by
18
03- 509
CenTrust as to the Demised Premises or the City, (through
D.O.S.P. if applicable), as to the South Arcade or as otherwise...
provided by this Lease.
(b) CenTrust shall be responsible for the utilities for the
Demised Premises and South Arcade except as otherwise provided in
Section 304(a) above -which shall be separately metered. CenTrust
shall maintain and repair all interior and exterior planter
boxes, if any, in or around the Demised Premises, South Arcade
and adjacent curtain wall and glass. CenTrust shall be
responsible for maintenance and repair of the interior and
exterior of the curtain wall and glass surroundinq the Demised
Premises and South Arcade.
CenTrust shall be responsible for all necessary maintenance,
repairs and replacements, custodial and janitorial services to
the operation, management, improvements and subleasing of the
Demised Premises. CenTrust shall be responsible for all
necessary maintenance, custodial and janitorial services to the
operation, management and improvements of the South Arcade in
order that the South Arcade is maintained in the same condition
as the Demised Premises subject to the provisions of Section
304(c)
CenTrust shall have the right but not the obligation to
I
repair at its own expense the improvements to the South Arcade.
If CenTrust elects not to repair such improvements it shall so
notify the City which may then make such repairs. Either party's
repair of the improvements in the South Arcade shall not be
required to meet the quality of the existing improvement.
19
03- 509
(c) Extra ordinary Janitorial Services. CenTrust shall not
be responsible, except as defined below, for activities in the.
Parking Garage, the City of Miami Convention Center or other City
facility which call for additional custodial and ianitorial
services in order to maintain the South Arcade in a clean and
sanItary condition. If due to activities, after normal operating
hours, in the Parking Garage, City of Miami Convention Center or
other City facility extra ordinary custodial and janitorial
services ("Extra Services") are deemed by CenTrust to be
reasonably necessary in order to maintain the South Arcade in a
clean and sanitary condition CenTrust shall provide such Extra
Services. CenTrust may bill the City for the direct cost of such
services and, if not paid within thirty (30) days request a set
off of the direct cost of such services with City Manager's prior
written approval, against and as a reduction of Rent due under
this Lease. If the parties fail to agree to an -apportionment of
Extra Services within thirty (30) days of billing either party
may submit the disputed matter for Arbitration as provided in
Article X.
(d) CenTrust shall coordinate the maintenance and
custodial operations for the Demised Premises and South Arcade.
with �'he operation of the Parking Garage, the City of Miami
Convention Center and other City facilities with D.O.S.P. and
shall enter into a separate agreement with D.O.S.P. for the
coordination of maintenance and custodial operations.
20
03— 509
Section ,.,5 Parking Facilities. ..ie City shall, to
the extent it is legally able to do so, join in the agreements
which CenTrust shall execute with D.O.S.P. for (a) parking spaces
in the Parking Garage pursuant to City of Miami Resolution 86-
600, and (b) approximately fifty (50) parking spaces in.'
n the
Parking Garage for use in conjunction with the Retail Space and
Arcades. Such joinder shall be for the purpose of evidencinq
that the City will do that which it is, from time to time,
legally able to do in order' to insure that the parking spaces
described in the preceding sentence shall be available for the
use of CenTrust throughout the Term(s) of the Lease, whether
through D.O.S.P., another party or agent of the City, the City
directly, or otherwise. The number of monthly parking spaces
shall be requested by CenTrust from D.O.S.P. at least ninety (901
days in advance of the requested month, and be available at
current market rates or as may be otherwise agreed by separate
agreement between CenTrust and D.O.S.P.
ARTICLE IV
CONSTRUCTION
Section 401 Plans and Specifications. CenTrust shall
construct and complete the initial improvements to the Demised
Premises and South Arcade.
i
(a) Preparation and Delivery. Within 180 days after
the execution of this Lease, CenTrust shall complete final plans
and specifications for the Demised Premises and South Arcade
(Plans and Specifications) which shall be attached by reference
21
03- 509
as Exhibit E. The Plans and Specifications shall -not include
specification of sublessee improvements copies of which shall be
forwarded to the City when available. CenTrust shall deliver six
(6) copies of the Plans and Specifications to the City, at no
cost to the.City.
(b) --Approval. CenTrust must notify City of the type
and quality of all initial improvements before construction in
,the Demised Premises and South Arcade. The City Manager may
reasonably disapprove of any improvements which do not reasonably
meet the requirements and specifications contained in the City's
Request for Proposal which is incorporated herein by reference.
CenTrust shall substitute any disapproved improvements, with
improvements which reasonably meet the requirements contained in
the City's Request for Proposal. No construction, or alterations
of improvements may be undertaken in the Demised Premises and
South Arcade unless such construction, or alterations of
improvements first be:
1. Approved by the City Manager; and
2. Approved by D.O. S . P. and
3. In compliance with all applicable rules and
regulations of governmental authorities
having jurisdiction over the construction,
i
repairs or alterations of improvements.
CenTrust shall be responsible to see that
its sublessees obtain the required buildinq
permits, certificates of occupancy and
certificates of use.
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03- 509
The City Manager and D.O.S.P. shall not withhold their consent so
long as such construction, repairs or alterations of improvements
shall be of the same or better quality as the improvements
required in the City's Request for Proposal or as described in
Exhibit E. If the City Manager or D.O.S.P. does not give
CenTrust written notice of disapproval within fifteen (15)
calendar days of receiving CenTrust's written request for
consent, such approval shall be deemed given unless the City
Manager or D.O.S.P. shall have requested an extension of time to
review CenTrust's request within the prescribed time period.
Such extension shall not exceed fifteen (15) calendar days.
CenTrust may make emergency repairs that affect the. safety and
security of the public in the Demised Premises and South Arcade
without the City's prior approval only to the extent reasonably
necessary to cure such emergency situation.
The City, as Landlord, and D.O.S.P.-do not have any
approval rights as to the improvements, made within the Retail
Space, by Sublessees so long as such improvements conform to the
requirements of the City's Request for Proposal.
Section 402 Construction of Improvements to the
Demised. Premises. CenTrust, at its cost and expense, shall
commence, as promptly as possible, after approval by the City and
t
as provided in Article IV, the construction of improvements to
the Demised Premises and South Arcade. CenTrust shall thereafter
diligently pursue such improvements to completion. CenTrust
shall, during construction, take any necessary precautions, after
23
03+ 509
approval by D.O.S.P. for the safeguarding of the Parking Garaqe
and the operation of cars and the movement of people in and abou-t_.
the Parking Garage at its expense pursuant to the conditions
specified in Section 507.
Furthermore CenTrust shall provide to the -City an
affidavit including copies of relevant documentation verifying
such cost to verify that its cost of improvements to the store
fronts and Arcades shall be at least $800,000.
Section 403 Manner of works Compliance with Laws And
Regulations. The construction of improvements provided for in
Section 402 shall be done in a good and workmanlike manner and in
accordance with the Plans and Specifications and the requirements
and regulations of the various departments of. any governmental
authorities having jurisdiction with respect to such
construction. The City may reasonably inspect the construction
of improvements for conformance with the provisions of this
Lease.
Ln case of the filing of a notice of violation of any
of the regulations of any governmental department havinq
jurisdiction for the regulation of the construction of
improvements, CenTrust shall, at its own cost and expense, do all
necessary things and work in order to cause the same to be
canceled, and upon the completion of the construction shall
obtain all certificates required from said department(s);
provided, however that CenTrust at its own cost and expense shall
have the right in good faith to contest the validity or legality
7.4
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of any notice of violation with respect to said construction, and
pending such contest actively conducted by CenTrust, the non-
compliance with the requirements of such notice shall not be
deemed a Default on the part of CenTrust under this Lease;
provided, further, that CenTrust shall have furnished the City a
bond of indemnity or some other acceptable form of assurance, in
an amount and kind acceptable to the City which shall secure it
against any loss by reason of non=compliance with the
requirements of such notice.
Section 404 Liens. CenTrust shall not permit the
commencement of construction or the delivery to the Demised
Premises or South Arcade of any materials under a contract or
subcontract made by or on its behalf, unless and until an
agreement or agreements in form satisfactory to the City shall
have been entered into with the contractors, subcontractors and
materialmen providing, to the extent enforceable, under applicable
law, for the waiver of the right to file mechanics' or
materialmen's liens against the Demised Premises and South
Arcade, or any part thereof, or any improvements thereon.
CenTrust hereby agrees to indemnify and save harmless the City
from all mechanics', materialmen's or other similar liens,
including conditional sales agreements and chattel mortgages,
(but not including free standing or movable equipment removal of
which will not in any way damage the Demised Premise or South
Arcade), which may arise out of or in connection with any such
contract (for work performed or material furnished thereunder)
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made by or on behalf of CenTrust. to the event CenTrust shall
fail or neglect to satisfy or discharge or cause the cancellation --
of any lien arising under or in connection with any contract Made_
by or on its behalf, by bonding, payment or otherwise, within
thirty (30) days after notice from the City, such failure shall
constitute a Default under the terms of this Lease. The City may
satisfy or discharge such lien, conditional sale agreement or
chattel mortgage by bonding or payment, and the cost thereof
shall be paid on demand by CenTrust with interest thereon at the
Default Rate.
Nothing herein contained shall be deemed to prevent
CenTrust from contesting any claim of lien in good faith, if, it
shall furnish to the City a bond of indemnity or other security
in an amount and kind satisfactory to the City which will be
sufficient to pay in full the lien.and all interest, penalties,
costs and expenses in connection therewith. The remedies
provided in this Section shall be in addition to all other
remedies allowed by law or this Lease.
Section 405 Personal Property. All improvements made
to or installed on the Demised Premises by CenTrust (including,
but not limited to, floor covering, wall covering, wall and
l
ceiling finishes and lighting fixtures, carpets, drapes and
drapery hardware) shall be the property of CenTrust during the
Lease Term and any Renewal Terms. Upon termination of this
Lease, all such property in the Arcades shall become the property
of City, except such removable property in the Demised Premises
shall, at CenTrust's option, remain the property of CenTrust. No
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later than the exp ition of the Lease Term or ny Renewal Terms,
CenTrust shall remove all or any portion of CenTrust's personal
property and CenTrust shall repair all damage done by or in_,.__,
connection with the removal of said property and surrender the
Demised Premises (together with all keys to the Demised
Premises). All property of CenTrust remaining on the Demised
Premises thirty (30) days after the expiration of the Lease Term
shall be deemed conclusively abandoned and may, at the election
of City, either be retained as City's property or be removed and
disposed of by the City.
ARTICLE V
OPERATION AND MAINTENANCE,
Section 501 Operation and Maintenance of Demised
Premises. CenTrust shall, after construction of Improvements to
the Demised Premises and South Arcade, during the Term of this
Lease, at its own cost and expense, keep, operate and maintain
the Demised Premises and South Arcade in good order, condition
and repair, similar to first class retail facilities in prime
commercial office locations in major cities in the United States
and in conformity with all requirements of the law, applicable
fire underwriting and rating regulations, subject to Section 304
of this Lease and this Lease. CenTrust shall make and enforce
reasonable rules and regulations of general application for the
I
supervision, control and use of the Demised Premises. Such rules
and regulations and any amendment thereto shall not be effective
unless the same are first submitted to the City Manager and
D.O.S.P. for their review and approval which shall not be
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unreasonably withheld. if not disapproved by ane City Manager or
D.O.S.P. within fifteen (15) calendar days of revuest for
approval, approval shall be deemed qiven. The City Manaqer and
D.O.S.P. shall not unreasonably refuse their approval. Similar
rules and regulations for the control and use of the South Arcade
shall be made __ by the . City and .shall - be -submitted to CenTrust for
review and approval. CenTrust shall suffer no waste or injury,
and shall promptly, and in such manner, if possible, as will not
interfere with the maintenance, operation and use of the Parking
Garage, make all necessary repairs and replacements, in and to
the Demised Premises and South Arcade subject to the provisions
of Section 304. All such construction work, replacements and
repairs shall be of the highest quality and of the standards
applicable to retail space of this type and CenTrust shall
maintain the finishes and improvements installed by CenTrust.
Section 502 Drainage, Clearing Sidewalks.
(a) The Parking Garage shall be kept drained by the
City into the Parking Garage's drainaqe system. To the extent
possible no water, liquid or waste of any character shall be
permitted to drain or leak into, onto or under the Demised
Premises or South Arcade other than through designated drainage
facilities.
i
The City shall keep the entrance to, and the sidewalks,
roadways and curbs frontinq and abutting, the Demised Premises
free and clear of standing water, other substances and of any
obstruction to the free and safe use thereof at all times, and
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will continuously maintain, and promptly repair or replace or
renew, such sidewalks, roadways and curbing, as necessary except
as limited below in Section 502(b). •'._ _
(b) CenTrust shall clean, maintain, repair. and
replace any upgraded sidewalk finish installed by or at the
direction of CenTrust adjacent to Demised Premises and South
Arcade.
Section 503 Safe Floor Loads. CenTrust and City will
not allow or permit the loading on any floors of the Demised
Premises and South Arcade or any portion thereof, beyond the
loads which the same will safely support, as required by the
South Florida Building Code.
Section 504 Storage or Use of Flammable Materials.
CenTrust and City will not use or keep, or permit to be used or
kept, in the Demised Premises and South Arcade any oils,
materials or substances of a flammable or explosive nature except
in accordance with the rules and regulations of -the Board of Fire
Underwriters or those of authorized public authorities having
jurisdiction. Any emergency generator fuel systems shall conform
to such rules and regulations.
Section 505 Default In Operation Or Maintenance.
i (a) Right to Effect Compliance. If CenTrust at any
time or times during the Term of this Lease, after thirty (30)
days written notice from the City, fails or neglects to take such
action as may be necessary to place the Demised Premises and
South Arcade in compliance with the requirements of Section 501
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through 504 of this Article, the City shall have the right, in
addition to all other rights and remedies, including those_...
provided in Article XI,. and is hereby authorized, on not less
than three (3) days notice, to enter into the Demised Premises or
South Arcade, as the case may be, and perform such acts in order
to effect compliance with Sections 501 through 504, subject to
limitations as may be contained therein, as may be reasonably
necessary. The reasonable cost of any and all such repairs or
other act necessary made by the City shall be due and payable as
additional Rent with interest thereon at the Default Rate.
(b) Right to Contest. CenTrust shall, however, have
the right to contest such default in good faith by Arbitration as
provided in Article X.
Section 506 Alterations to Demised Premises.
(a) Modifications. CenTrust shall not, without prior
approval of the City Manaqer and D.O.S.P. whose'approval shall be
limited to conformance with the quality requirements of the
Request for Proposal as set forth below, make any changes in the
Demised Premises or South Arcade, except minor modifications in
the exterior appearance of the Demised Premises or in the
entrances, exits or passageways to and from the Demised Premises
or South Arcade, which shall in no event limit public access.
The Plans and Specifications showing any such modifications shall
be submitted and subject to the approval of the City Manager and
D.O.S.P., which approval shall not be unreasonably withheld. If
CenTrust`s request is not denied by the City Manager or D.O.S.P.
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within fifteen (15) days of submission the request shall be
deemed approved. All such modifications shall be done at the.
sole cost and expense of CenTrust. The provisions of Article IV
shall be applicable to all modifications, changes and alterations
of improvements.
(b) Replacements. CenTrust shall be responsible for
all repairs and replacements due to normal wear and tear in the
Demised Premises. If CenTrust shall deem it necessary to replace
or repair any of the improvements in the South Arcade described
in Exhibit E, then CenTrust may undertake such repairs or
replacement at its cost and expense without the consent of the
City Manager and D.O.S.P. as provided in Article IV.
Section 507 Non -Interference With Parking Garage.
Construction of the Improvements to the Demised Premises and
South Arcade and of inspecting, maintaining, repairing, altering,
changing, improving or renewing them, the columns, foundations,
substructures or other work, or any part, thereof, shall be
performed so as not to materially interfere with the Parking
Garage operations or to endanger or materially interfere with the
use of the Parking Garage by officers or employees of the City,
D.O.S.P., persons parking in the Parking Garaqe or any other
memb¢rs of the general public in or using the Parking Garage,
People Mover Station, accessinq the City of Miami Convention
Center, or entering or leaving the Land or any part thereof; and
CenTrust shall arrange and perform any and all work accordingly.
Whenever any work shall be likely to involve the operations or
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03, 0Q
safety of the persons, property, or traffic upon or about the
Land, such proposed work shall first be submitted to the City atid-
D.o.S.P. and shall be performed at such time and in such manner
as, in the reasonable determination of the City and o.0.s.p.,
shall protect the safety and the rights and privileges of such
users, occupants and other members of the general public.
Section 508 Non -Interference With Demised Premises.
The inspecting, maintaining, repairing, altering, changing,
improving or renewing the Parking Garage, the columns,
foundations, substructures or other work, or any part thereof, or
any of the work performed on the Land by or for the City, or any
tenant of the City or any occupant of the Parking Garage or any
part thereof, shall be performed so as not to materially
interfere with the Demised Premises and South Arcade operations
or to endanger or materially interfere with the use of the
Demised Premises and South Arcade by officers or employees of
CenTrust, their Tenants or any other members of the ,general
public in or using the Demised Premises or the South Arcade or of
people using or occupying any other part of the CenTrust Tower or
entering or leaving the Land or any part thereof; and the City
shall arrange or cause to be arranged and performed any and all
work hccordingly.
ARTICLE VI
INSURANCF,
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03- 509
Section 601 MaintenhMee of Insurance. CenTrust, at
its own cost and expense, shall keep and maintain the followinq
insurance:
(a) CenTrust shall provide or cause to be provided
comprehensive general liability insurance coverage or an
equivalent policy -'form covering all premises and operations
defined in this lease. The policy or policies of insurance shall
have at least a combined single limit for bodily injury and
property damage liability of 51,000,000 per occurrence.
The policy or policies of insurance required in
the above paragraph shall include the following extensions of
liability coverage: contractual liability, products and
completed operations liability, personal injury liability.
All policies of insurance shall be endorsed to
name the City of Miami and the Department of Off -Street Parking
as additional named insureds. It is the intent of the City that
the required coverage shall be primary to any other insurance
available for any .loss arising out of perils or hazards covered
by those policies. It will be the responsibility of CenTrust to
insure that all such policies are properly endorsed so that in
the event of a loss no disagreement arises as to coverage.
(b) CenTrust shall obtain or cause to be obtained
liability insurance coverage covering all owned and non -owned and
hired vehicles used in connection with work arising out of -this
contract. Coverage shall be written with at least a combined
single limit for bodily injury and Property damage liability of
$1,000,000 per occurrence.
33
(c) All insurances required under this'section shall
be written on an occurrence basis. Should an occurrence basis
form become unavailable on the commercial insurance market, the
City may at its discretion accept an alternative policy form.
(d) All insurance policies required must be written
by -a company or companies rated at least "A" as to management and
at lease Class "X" as to financial strength in the latest edition
of Best's Insurance Guide, published by Alfred M. Best Company,
Inc., 75 Fulton Street, New York, New York.
(e) CenTrust will be expected to furnish a
certificate of insurance to the City clearly indicating
conformance with the requirements set forth in this Section.
Certificates should be forwarded to:
City of Miami
Finance Department
Risk Management Division
65 S.W. 1 Street
Miami, Florida 33130
(f) All policies of insurance required by this
Section shall be written in a manner that such policies may not
be canceled or materially changed without ninety (90) days
advance written notice to the City of Miami. Written notice
shall be delivered to:
i City of Miami
Finance Department
Risk Management Division
65 S.W. 1 Street
Miami, Florida 33130
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03- 509
Section 602 Responsible Insurance Companiess Copies of
policies . All insurance required to be carried under this Lease
shall be covered by a policy or policies with insurers of
recognized responsibility authorized to do business in the State
of Florida. A blanket policy additionally insuring other
property or any of the parties hereto or insuring the interests
of all the parties hereto may be acceptable provided the cost
thereof can be properly apportioned. Written notice to the City
shall be as provided in Section 601. Evidence of compliance with
the insurance requirements shall be filed with the Risk
Management Division of the City of Miami prior to execution of
the Lease and each renewal. Such insurance shall be subject to
the approval of the Risk Management Division. All insurance
policies required must be written by a company or companies rated
at least "A" as to management and Class "X" as to financial
strength, in the latest edition of the Best's Insurance Guide,
published by Alfred M. Best Company, Inc., 75 Fulton Street, New
York, N.Y.
Compliance with the foregoing requirements shall not
relieve the Lessee of its liability and obligations under any
other portion of the Lease.
Section 603 Obtaining_ Insurance Upon CenTrust's
Failure. If CenTrust should fail to procure any insurance
required to be maintained hereunder, or to pav the premiums
thereon, the City may, but shall not be required to, procure the
same and pay such premiums and, if so procured or paid, the cost
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03- 509
thereof shall be due and payable to the City as additional Rent
with interest at the Default Rate.
Section 604 Indemnification. CenTrust covenants' and
aqrees that it shall indemnify, hold harmless, and defend the
City from and against any. and. all claims, suits, actions,
damages, or causes of action arising during the term of this
Lease for any Personal Injury, Loss of Life, or Damaqe to
Property sustained in the Demised Premises, by reason of or as a
result of CenTrust's occupancy thereof, and from and against any
order, judgments or decrees which may be entered thereon, and
from and against all costs, attorney's fees, expenses, and
liabilities incurred in and about the defense of any such claim
and the investigation thereof.
ARTICLE VII
DAMAGE
Section 701 Damage To Demised Premises. In the event
that, during the Term of this Lease, the Demised Premises, South
Arcade or any part thereof, shall be damaged or destroyed by fire
or other casualty, and as often as such damage or destruction
shall'. occur, and regardless of whether or not such damage or
destruction is covered by insurance furnished by CenTrust as
provided in Article VI, then CenTrust at its own cost and
expense, shall repair, restore or rebuild the Demised Premises,
South Arcade or any portion thereof to substantially the
condition existing or required to be existing, (if the standards
of Article V have not been maintained), prior to such damage or
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03- 509
destruction or, in the alternative in such other manner as may be
agreed upon by the City, CenTrust, and any Leasehold MortgageL:
Such construction shall be performed substantially in accordance
with the requirements of Article Iv. CenTrust shall commence any
work of repair, rebuilding or restoration required hereunder
within twelve (12) months from the happening of the damage or
destruction, subject, to material delays in the substantial
completion of any necessary repairs on the Parking Garaqe as
contemplated by Section 702 of this Lease. to any event CenTrust
shall diligently prosecute to completion any such work of repair,
rebuilding or restoration.
Section 702 Damage To Parking Garage. In the event
that, during the term of this Lease, the Parking Garaqe and the
appurtenant facilities to the Demised Premises within the Parking
Garage, or any part thereof, shall be damaged or destroyed by
fire or any other casualty, and as often as such damage or
destruction shall occur, and regardless of whether or not such
damage or destruction is covered by insurance furnished by the
City and/or D.O.S.P., then except as provided below, the City at
its own cost and expense, shall repair, restore or rebuild the
Parking Garage and such appurtenant facilities to substantially
i
the condition existing prior to such damage or destruction or, in
the alternative in such other manner as may be agreed upon by the
City and CenTrust. The City shall commence anv work of repair,
rebuilding or restoration required hereunder within twelve (12)
months from the happening of the damage or destruction. The City
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03- 509
shall diligently prosecute to completion any such work of repair,
rebuilding or restoration. If, within twelve (12) months of the
damage, destruction or condemnation, the City had not commehaed_
such repair, restoration or rebuilding, or if, havinq commenced
such work, the City at any time shall not be proceedinq
diligently with such work, CenTrust may qive notice to the City
specifying that the work has not commenced or the respect or
respects in which the work is not proceeding diligently and, if,
upon expiration of six (6) months after giving of such notice,
the work has not commenced or is not proceeding diligently, as
the case may be, CenTrust may terminate this Lease.
Section 703 Abatement Of Rent. If durinq the Term of
this Lease the Parking Garage shall be damaged by fire or
casualty materially interfering, except as such interference is
caused by the representatives of CenTrust, with CenTrust's use of
the Demised Premises as contemplated by this Lease, Rent and
other charges thereafter payable by CenTrust under this Lease
shall abate proportionately for the period in which, by reason of
such damage, there is such material interference with CenTrust's
use oX the Demised Premises. Failure of the Parties to reach an
agreement as to material interference or proportionate abatement
of rent shall be subject to Arbitration as provided in Article X.
Nothing contained herein shall be deemed to allow an abatement of
Rent for damage by fire or casualty to the Demised Premises.
ARTICLE VIII
CONDEMNATION
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03- 509
Section 801 Taking Of Title. If, at ahy time during
the Term of this Lease, the whole or substantially all of the
Demised Premises shall be taken for any public or quasi -public
purpose by any lawful power or authority by the exercise of the
right of condemnation or eminent domain or by agreement between
the City, CenTrust and those authorized to exercise such right,
makes the residue of the Demised Premises substantially
untenantable for the purposes leased hereunder, this Lease shall
terminate, (without affecting the rights of CenTrust to recover
awards for damages as provided in Section 802), as of the date
title shall vest in, or possession shall be taken by or on behalf
of, the condemning authority, which ever occurs first, and the
Rent to be paid by CenTrust shall be apportioned and paid to such
date and upon such termination and payment CenTrust shall have no
further rights or obligations hereunder or recourse against the
City. Except as otherwise specifically provided, if less than
the whole or substantially all of the Demised Premises shall be
taken and if the residue of the Demised Premises after such
condemnation is not substantially untenantable for the purposes
leased hereunder, this Lease shall continue, but the Rent
thereafter payable by CenTrust shall be apportioned and reduced,
as df and from the date title shall vest in, or possession be
taken by or on behalf of, the condemninq authority, whichever
first occurs, by reducing the square footage of Leaseable Retail
Space computed in the same manner as originally determined.
39
03-
3r 50W
Section 802 Apportionment Of Awards. In the event of
a taking of the whole or anv portion of the Demised Premises each...,.
party shall prosecute its own claim. All the proceeds of the
taking (including interest) to which the City and CenTrust may be
entitled shall be determined as follows:
(a) The court in such condemnation proceeding,
subject to any interests of any Leasehold Mortgagee and if not
prohibited by law, shall be requested to make separate awards to
the City, and CenTrust: and the City and CenTrust agree to
request that the court make separate awards to each based upon a
determination of the value of their respective interests made in
the manner provided in Section 802(b), and the City and CenTrust
shall be limited to such separate awards if made by the court,
subject to any rights of appeal by the City and CenTrust of such
awards by the court.
(b) If such court is.prohibited by law from making
separate awards to the City, and CenTrust, or declines to do so,
then, subject to any interests of any Leasehold Mortgagee, the
parties shall receive that portion of the award which is
represented by the value of CenTrust's leasehold interest in the
Demised Premises together with its ancillary interest in the
South Arcade and the improvements to both the Demised Premises
and South Arcade immediately preceding the taking less, in the
case of a partial taking, the value of their interests in the
Demised Premises and the South Arcade immediately after the
taking, as determined by Arbitration as provided in Article X,
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03- 509
and the City shall receive that portion of the award represented
by the value of the City's interest in the Demised Premises and
South Arcade and the City's interest in the improvements to both
the Demised premises and South Arcade immediately preceding the
taking less, in the case of a partial taking, the value of its
interest in --the Demised Premises, 'immediately after the taking as
determined by arbitration as provided in Article X. Such award
and other proceeds shall be held in trust, in an interest-bearinq
account to be selected by the City and CenTrust, or, if they fail
to agree, as may be selected pursuant to Article X, pending
distribution to the City and CenTrust as above provided. Accrued
interest shall be distributed in the same proportion as the award
or proceeds of the taking.
Section 803 Taking For Temporary Use. If there is a
taking for temporary use or occupancy of the whole or any part of
the Demised Premises and South Arcade at any -time during the Term
of this Lease for any public or quasi -public purpose by any
lawful power or authority by the exercise of the right of
condemnation or eminent domain or by agreement between the City,
CenTrust and those authorized to exercise such right, the Term of
this Lease shall not be extended, reduced or affected in any way
and,' subject to any interests of any Leasehold Mortqaqee, the
I
entire award shall be disposed of as follows:
(a) If the period of takinq in respect of which the
award is made is less than 5 years, so much of the award and
other proceeds as is equal to the Rent (in the same amount per
41
03' 504
annum as in effect immediately preceding such taking), or in the
case of a partial taking, that portion of the Rent attributable.,
on a prorata basis to the portion so taken, due to the. City
during the period of such takinq, shall be held in trust in an
interest-bearing account, by a financial institution (for
purposes of this section referred to as the "Bank") to be
selected by the City and CenTrust, or if they fail to agree, as
may selected pursuant to Article X, pending distribution in the
manner provided below and the balance of such award shall be paid
to CenTrust. Any sums so deposited in trust shall be invested in
obligations of the United States of America or as the City and
CenTrust may otherwise agree upon. The Bank shall during the
period of such taking pay the Rent, from the amount so invested
in trust, to the City at the times and in the manner provided in
Article III. Any balance of principal or interest remaining in
trust at the termination of such taking •shall be paid to
CenTrust.
(b) If the period of the taking, in respect of which
the award is made, is equal to or more than 5 years, CenTrust
shall furnish assurances in form reasonably satisfactory to the
City as to the payment of Rent or, in the case of a partial
takiang, such proportion of the Rent, over the period of the
temporary taking, and be the award shall be paid to CenTrust.
If, in the case of a taking under either subsections
(a) or (b) above, the period of such taking extends beyond the
then -current Term of this Lease, CenTrust shall furnish
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03. 509
assurances in the form satisfactory to the City with respect to
the payment of Rent, should CenTrust exercise its option -to.
renew. If CenTrust fails to exercise its option to renew,, the
City shall receive that portion of the award representing the
period of taking extending beyond the current Term of the Lease.
Section 804 Prosecution Of Fixture Claims. The City
and CenTrust shall each have the right in any condemnation
proceeding to prosecute its own claim with respect to, and to
collect any award for, a taking of any machinery, equipment,
fixtures or personal property which are not included in any award
for Land and Improvements.
Section 805 Appearance In Condemnation Proceedings.
The City and CenTrust shall each have the right at its own
expense to appear in any condemnation proceedings and to
participate in any and all hearings,_ trials and appeals therein.
In the event the City and CenTrust shall redeive notice of any
proposed or pending condemnation proceedings affecting the
Demised Premises, the South Arcade or the Land, the party
receiving such notice shall promptly notify the other party of
the receipt and contents thereof.
ARTICLE IX
ASSIGNMENT, SUBLETTINr, MORTGAGING
Section 901 Consent Revuired.
(a) Except as otherwise expressly provided in this
Article, CenTrust covenants (i) not to assign or otherwise
transfer this Lease or the term and estate hereby qranted
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(except, assignment or subletting to a subsidiary or parent
company of CenTrust or a subsidiary of CenTrust's parer t-
company), (ii) not to sublet the Demised Premises or allow—the
same to be used, occupied or utilized by anyone other than
CenTrust (except as to Sublessees, as provided. In Section-203)
and (iii) not to mortgage, pledge, encumber CenTrust's leasehold
interest in the Demised Premises or any part thereof, in any
manner by reason of any act or omission on the part of. CenTrust,
without in each instance obtaining the prior written consent of
the City Manager.
(b) The City Manager shall not withhold, qualify or
delay its consent under this Section 901(b) to (i) a mortgage,
pledge or other encumbrance of CenTrust's leasehold interest by
mortgage or other security instrument to an institutional
Leasehold Mortgagee (including a sale to and-'lease back from such
Leasehold Mortgagee) or resulting from the foreclosure
(termination of such sale and leaseback transaction) by such
Leasehold Mortq agee or a deed in lieu of such foreclosure, or
(ii) assignment or other transfer to a person, corporation or
other entity, if in the case of either (i) or (ii) above, such
Leasehold Mortgagee or transferee, at the time of making such
mortgage or transfer, is reasonably determined by the City to
have, after taking into account a reasonable projection of rental
income from the Retail Space, net worth sufficient to pay the
Rent and operate and maintain the Retail Space as required
hereunder. In any event, if the City Manaqer or his designee
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03- 509
does not give .,,nTrust written notice - ti. _ the_ City has not
approved any assignment, or mortgage within twenty-one (21)•
calendar days of receipt of notice of such proposed action-'by-
CenTrust, the City shall be deemed to have given such consent,
unless the City shall have requested an extension, not to exceed
twenty-one (21) calendar days, of time to review the requested
assignment or mortgage within the prescribed time period.
Section 902 Requirements For Assignments Or Transfer.
Any assignment, sublease or transfer, made with the City's
consent pursuant to Section 901 if required, shall be made only
if, and shall not be effective until, the assignee, sublessee or
transferee shall execute, acknowledge and deliver to the City a
recordable agreement as will enable it to be recorded among the
Land records of Dade County -and in form and substance reasonably
satisfactory to the City, whereby the assignee, sublessee or
transferee shall assume the obligations and performance of this
Lease and agree to be bound by 'and upon all of the covenants,
agreements, terms, provisions and conditions hereof on the part
of CenTrust to be performed or observed and whereby the assignee,
sublease or transferee shall agree that the provisions in Section
901, shall, notwithstanding such an assignment, sublease or
transfer, continue to be binding upon it with respect to all
future assignments, sublease and transfers.
Section 903 Notice To Leasehold Mortgagee. Promptly
after a mortgage, pledge or encumbrance of its Leasehold estate,
pursuant to Section 901 of this Lease, CenTrust shall furnish the
City a written notice settinq forth the name and address of the
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Leasehold Mortgagee. The City shall furnish the said Leasehold
Mortgagee with any notice sent to CenTrust under this Lease, -and.
no such notice shall be deemed to have been properly qiven unless
a copy thereof shall have been sent to such Leasehold Mortgageet
provided, however, (i) the City shall not be obligated to furnish
notices to any Leasehold Mortgagee the name and address of which
have not been provided to the City and (ii) prior to receipt by
the City of notice setting forth the name and address of the
Leasehold Mortgagee, said Leasehold Mortgagee shall not have any
right whatsoever under those provisions in this Lease where
"approval of" or "consent to" a person, thing, act or omission
was required and the consent or approval of CenTrust as to such
person, thing, act or omission shall be deemed conclusive.
Section 904 Nondisturbance. The City through the City
Manager shall from time to time, promptly upon request of
CenTrust, and if the respective Sublessees are reasonably
satisfactory to the City Manager, enter into agreements with
CenTrust and one or more Sublessee(s) which agreements shall
provide, and evidence this Agreement by the City, that in the
event of a termination of this Lease, the possession of such
Sublessees and the enjoyment of all rights and privileges
herender and under their respective leases by such Sublessees,
shall not be disturbed so long as such Sublessees shall agree
that upon request of the City following a termination of this
Lease, the Sublessees will attorn to the City and will execute
and deliver such instrument as the City may require in order to
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confirm such attornment. The City agrees that it shall not
unreasonably delay, withhold or qualify its determination that -.-a
Sublessee is satisfactory, and that it shall execute'•such
documents as may be reasonably requested by any Sublessee
evidencing the City's agreement not to disturb the Sublessee. If
City Manager does not notify CenTrust that a Sublessee is not
satisfactory within fifteen (15) calendar days of request, it
shall be deemed to have approved Sublessee. Notwithstanding the
above the City shall have no obligations of nondisturbance to any
Sublessee who is in Default at the time of the termination of the
Lease as above provided.
ARTICLE X
Section 1001 Arbitration. A panel of arbitrators
("Arbitration Panel") shall be established when required by this
Agreement.
(a) The appointments to the panel shall be made in
the following manner:
(i)The City shall name one member;
(ii)CenTrust shall name one member; and
(iii)The aforesaid members shall promptly name a
third member.
(b) Every member of the Arbitration Panel must be a
member of the American Arbitration Association.
(c) If either party shall fail, to designate a member
within fifteen (15) days after a written request so to
do by the other party, then such other party may
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request the Presiderit of the Florida Chapter of the
American Arbitration Association to designate a member -,---
who when so designated shall act in the same manner as
if he had been the member designated by the party so
failing to designate an arbitrator. If the two members
are unable to agree upon a third member within ten (10)
days from the last date of designation, such third
member shall be designated by the President of the
Florida Chapter of the American Arbitration
Association, upon the request of either of the two
members.
(d) All actions, hearings and decisions of the
Arbitration Panel shall be conducted, based upon and in
accordance with the Commercial Arbitration Rules of the
American Arbitration Association. In all
controversies, disputes or claims with respect to the
evaluation of real estate referred to Arbitration under
the provisions of this Agreement, the Arbitration shall
be conducted in accordance with the Real Estate
Valuation Rules of the American Arbitration
Association. In determining any matter before them,
the Arbitration Panel shall apply the terms of this
Agreement, and shall not have the power to vary, modify
or reform any terms or provisions of. the Aqreement in
any respect. The Arbitration Panel shall afford a
hearing to the City and to CenTrust and the riqht to
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submit evidence with the privilege of cross-examination
on the question or questions at issue. All arbitration
hearings shall be held at a place designated by the
Arbitration Panel in Dade County, Florida.
(e) A hearing shall be commenced within sixty (6 0)
days following the ' selection of the last of the three
arbitrators. A court reporter shall make a transcript
of the hearing. The parties and the Arbitration Panel
shall use their best efforts to conclude the hearinq
within ten days. The parties shall be entitled to such
pre-trial discovery as they may agree, or as determined
by the Arbitration Panel. The Arbitration Panel may
render a decision at the close of the hearing, or may
request briefs on any or all issues. Any and all such
briefs, including reply briefs, shall be filed with the
terms and on the schedule set by the.Arbitration Panel,
but in any event no later than forty-five (45) days
following the commencement of the hearing. The
Arbitration Panel shall render a determination within
sixty (60) days from the conclusion of the hearing. If
no determination is rendered within such time, unless
the parties agree otherwise, a new Arbitration panel
shall be selected as described above, but the new
Arbitration Panel shall render a determination solely
upon review of the record of the hearing without a
further hearing.
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(f) The Arbitration Panel selected hereunder shall
agree to observe the Code of Ethics for Arbitrators -i,n
Commercial Disputes promulgated by the Amet.ican
Arbitration Association and the American Aar
Association, or any successor code. The decision-of a
majority with respect to any matter referred to it
under this Lease shall be final, binding and conclusive
on the City and CenTrust and enforceable in any court
of competent jurisdiction. Together with the
determination, the Arbitration Panel shall provide a
written explanation of the basis for the determination.
Each party shall pay the fees and expenses of the
member of the Arbitration Panel -designated by such
party, such party's counsel fees, and witness fees, and
one-half (1/2) of all expenses of the third member of
the Arbitration Panel.
ARTICLE XI
DEFAULT
Section 1101 Events Of Default. This Lease and the
Term are subject to the limitation that at any time durinq the
Term, any one or more of the following events shall be an Event
of 6efault under this Lease:
(a) If CenTrust shall fail to pay all or any part of
the Rent or any other sum of money called for to be paid when the
same shall, by the terms of this Lease, be due and payable, and
such failure shall continue for thirty (30) days after written
notice thereof from the City to CenTrusti or
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(b) If CenTrust shall fail to perform or observe any
requirement of this Lease other than for the payment of money, to
be performed or observed by CenTrust, and such failure shall
continue for sixty (60) days after written notice thereof from
the City to CenTrustt provided, however, that if such failure
cannot reasonably be cured in sixty (60) days, CenTrust shall
have the right to begin to cure such Default within said sixty
(60) days and to proceed therewith with reasonable promptness and
diligence (and in the manner required by this Lease, includinq
providing indemnity or security to the City as may be required by
this Lease), then such sixty (60) day period may be extended for
such time as may reasonably be necessary to enable CenTrust by
proceeding with diligence to remedy its Default.
Upon the happening and continuation of any one or more
of the aforementioned Events of Default, the City may terminate
this Lease upon giving not less than ten ('10) calendar days
written notice to CenTrust after such time to cure as provided
above has lapsed, together with notice and opportunity to cure to
the Leasehold Mortgaqee as described in Section 1105 which shall
state the proposed date of termination of this Lease and, except
as otherwise provided in Section 1105, at the expiration of such
ten (10) days or such longer period as may be specified in the
notice, if the Event of Default is not cured this Lease and all
the right, title and interest of CenTrust hereunder shall
terminate and wholly cease and expire, and CenTrust shall quit
and surrender the Demised Premises to the City.
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Section 1102 Remedies. in the event of termination of
this Lease by the City pursuant to Section 1101, the City may: __...
(a) Without prior notice or demand given to CenTrust
or to any Sublessee with or without any objections having been
registered, by the City (but with, the notice to Leasehold
Mortgagee as described in Section 903), re-enter upon anti take
possession of the Demised Premises, and CenTrust shall peaceably
deliver possession of the same to the City subject to the rights
of Sublessees and the Leasehold Mortgagee as provided in this
Lease; or
(b) With or without re-entering the Demised Premises,
and without prior notice or demand given to CenTrust or any
Sublessee (but with the notice to Leasehold Mortgagee described
in Section 903), subject to the rights of Sublessees and the
Leasehold Mortgagees as provided in this Lease, remove all
persons and their property therefrom, without being liable in any
suit or action, civil or criminal, by reason thereof, and
CenTrust hereby expressly waives service of any notice to quit
possession of or intention to re-enter under the common law or
statutes or any other legal authority; or
(c) With or without re-entering the demised Premises
(but with notice to Leasehold Mortgagee as described in Section
903) subject to such rights of Sublessees and the Leasehold
Mortgagee, collect and retain all rents, issues, income and
profits from the Demised Premises (which shall be applied against
sums owed by CenTrust to City); or
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(d) If CenTrust shall not have within twelve (12)
months of the Possession Date substantially completed
construction of the improvements, except for sublessee
improvements, to be made by it pursuant to Article IV, the City
may_, subject_ to the rights of any Leasehold Mortgagee, and only
after notice to CenTrust with a reasonable opportunity to cure
and after notice to the Leasehold Mortgagee as described in
Section 903, demolish and remove all or any part of such
improvements or take over and complete, or arrange for another
Tenant to take over and complete, the construction of
improvements of CenTrust set forth in Article IV, or may
construct or arrange for another tenant to construct other and
different improvements upon the Demised Premises, as the City may
from time to time elect. Such improvements on the Demised
Premises may compete with any business or activities of CenTrust
or any tenant of CenTrust or any person, firm or corporation
controlling, controlled by or under common control with CenTrust.
In such event, CenTrust shall, if requested by the City, transfer
and assign to the City without cost or expense to the City, all
of the Plans and Specifications, contracts, agreements, rights,
options and other related documents of CenTrust relating to the
i
construction, financing or leasino of the improvements to the
Demised Premises and South Arcade.
(e) The exercise by the City of any right given by
this Section shall not be deemed to be exclusive or to constitute
an election and shall not prevent the City from exercisinq the
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other rights given in this Section, in this Article or allowed by
law. The remedies provided in this Article in case of an Event,._
of Default shall not be deemed exclusive, but shall be in
addition to all other remedies at law or in equity which the City
may have or to which it may be entitled in the case of an Event
of Default. - No action taken -or omitted by the City in case of an
Event of Default by CenTrust shall be deemed a waiver of such
Default, and the waiver of a particular Event of Default shall
not be deemed a waiver of any other Default or a waiver of the
same Default again occurring. The rights of the City given by
this Section 1102 are expressly subject to the rights of any
Leasehold Mortgagees pursuant to Section 1105.
Section 1103 Damages.
(a) Amount. In case of any such valid termination of
this Lease by the City, CenTrust shall pay within thirty (30)
days of written demand from the City, (i) all reasonable expenses
which the City may have then incurred or may thereafter incur for
legal expenses, attorneys' fees, brokerage fees and commissions
in repossessing and reletting the Demised Premises and all
reasonable costs or expenses incurred by the City in restoring
the Demised Premises to good order and condition, (ii) all past
due tent or other sums owing to the City from CenTrust under the
terms of this Lease, and (iii) interest at the Default Rate on
the foregoing sums from date of actual expenditure or loss by the
City. The City may relet the Demised Premises, in whole or in
part, for such term or terms of years as the City may choose,
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which may be for a term longer or shorter than the remainder of
the then current Term at the time of termination of this Lease,.
and CenTrust shall be obligated to and shall pay to the ,City,
upon demand and in addition to the amount hereinbefore provided
for, damages in an amount which is equal to the excess, if any,
of the Rent for the period from the time of termination of this
Lease (or from the end of the period in respect to which the City
shall have collected damages from CenTrust pursuant to subsection
(b) below) to the original termination date of the then current
Term of this Lease, over the net rental value of the Demised
Premises from the time that the City obtained possession of the
Demised Premises to the original termination date of the then
current Term of this Lease, each discounted to its then present
worth together with interest thereon at the Default Rate from the
date of termination of this Lease until such sum is paid. In
determining said rental value of the Demised'Fremises, the rental
value realized by any reletting, if such reletting be
accomplished by the City within a reasonable time after such
termination of this Lease and upon terms generally comparable to
the terms (other than rent provisions and the period or term of
the reletting) of this Lease, shall be deemed prima facie
evidence of the said rental value. If the then current net
rental value described above is, at time of termination of this
Lease, greater than the Rent, then the excess Rent collected by
the City upon reletting shall reduce the amount Niue the City
under (i), (ii) and (iii) above; if CenTrust has paid sums under
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(ii) and (iii) above, then City shall not pay the excess
Rent to CenTrust. The City shall use its best efforts to re
lease or sublease all of the Demised Premises and use its-'best
efforts to collect all rents and other sums due and owinv from
any Sublessees.
(b) Interim payments. Until such time as the City
.shall have collected damages from CenTrust pursuant to subsection
(a) above, CenTrust shall be obligated to and shall pay to the
City, upon demand and in addition to the other amounts
hereinbefore provided for, actual damages payable quarterly and
continuing until the original termination date of the then
current term of this Lease in amounts equal to the excess, if
any, of the aggregate expenses paid by the City during the
preceding quarter for all items which by the terms of this Lease
were required to be paid by CenTrust and were not part of the
Rent, plus the Rent (in the same amount per annum as in effect at
the time of such Default) which would have been payable by
CenTrust if this Lease had not terminated, over all expenses and
rents and other sums collected from Sublessees, if any, collected
by the City from the Demised Premises for such Quarter, plus
interest thereon at the Default Rate from the end of each quarter
until such sum is paid, and any suit or action brought to collect
such amounts due by CenTrust for any quarter shall not prejudice
in any way the right of the City to collect the deficiency for
any subsequent quarter by a similar proceeding. CenTrust shall
not be relieved of its obligations to pay such damages by reason
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of failure of the City to relet the premises, if the City shall
have made reasonable efforts to do so, or if the improvements to-''
the Demised Premises to be made by CenTrust were not completed-by
CenTrust and the City shall go forward with construction- of any
improvements to the Demised Premises which the City may elect.
Section 1104 Waiver Of Right Of Redemption. Subject
to the provisions of Section 1105, CenTrust for itself and all
persons claiming through or under CenTrust, includinq its
creditors, upon the termination of this Lease as provided in
Section 1101 after due notice to all Leasehold Mortgagees, hereby
waives to the extent permitted by law any and all right or equity
of redemption provided or permitted by any statute, law or
decision now or hereafter in force, and does hereby waive,
surrender and give up all rights or privileges which it or they
may or might have, under and by reason of any present or future
law or decision, to redeem the Demised Premises or for a
continuation of the Term of this Lease or for relief from the
forfeiture of this Lease and the balance of the unexpired
Original Term and any Renewal Term thereof.
Section 1105 Rights Of Leasehold Mortgagees.
(a) Performance. The City agrees to accept
perf8rmance and compliance by any Leasehold Mortgagee of and with
any term, covenant, aq reement, provision or limitation on
CenTrust's part to be kept, observed or performed by CenTrust.
If a Leasehold Mortgagee shall acquire the leasehold estate in
the Demised Premises by foreclosure or otherwise then, in such
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event, this Lease shall continue in full force and effect so long
as the Leasehold Mortgagee is not in default hereunder. For the. -
period of time durinq which the Leasehold Mortqaqee or, any
purchaser at foreclosure of a Leasehold Mortgagee holds the
leasehold estate, the Leasehold Mortgagee or such purchaser shall
become liable and be fully bound by the provisions of this Lease;
provided, however, that the Leasehold Mortgagee or such purchaser
shall not be bound by or liable under the provisions of this
Lease for the period of time prior or subsequent to the period of
time during which it holds the leasehold estate, except as
provided below.
(b) Notice. The City agrees that following an Event
of Default it will take no action to terminate this Lease, nor to
reenter and take possession of the Demised Premises unless it
shall first give each Leasehold Mortgagee notice specifying such
Event of Default and stating the City's intention either to
terminate this Lease or to reenter and take possession of the
Demised Premises on a date specified in such notice.
Notwithstanding such notice, this Lease shall not be
terminated, nor shall the City reenter and take possession of the
Demised Premises if (i) such Event of Default can be cured by the
payment of a fixed monetary amount and within twenty (20) days
after the date such notice is given, any Leasehold Mortgagee
shall make such payment, or (ii) such Event of. Default can be
cured with the exercise of reasonable dilivence by a Leasehold
Mortgagee after obtaining possession of the Demised Premises and
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the Leasehold Mortgagee, within thirty (30) days after the date
such notice is given, commences such proceedings (includinq,
without limitation, the filing of a petition for the appointment
of a receiver) as it may deem necessary to obtain such possession
and thereafter diligently prosecutes such action and promptly
upon. obtaining such possession proceed to cure such Default
within thirty (30-) days and to proceed therewith with reasonable
promptness and diligence (and in a manner required by this
Lease, including providing indemnity or security to the City as
may be required in this Lease), such thirty (30) day period shall
be extended for such time as may reasonably be necessary to
enable the Leasehold Mortgaqe to proceed with diligence to cure
such default.
(c) New Lease. In the event of the termination of
this Lease prior to its stated expiration date, the City shall
give all Leasehold Mortgagees notice of such- termination and may
at its discretion enter into a new lease of the Demised Premises
with a Leasehold Mortgagee or, at the request of such Leasehold
Mortgagee, subject to the same requirements set forth in Section
901 for an assignment by CenTrust, with an assignee, designee, or
a nominee of such Leasehold Mortgagee, for the remainder of the
Tern) effective as of the date of such termination, at the Rent
and upon the same covenants, agreements, terms, provisions and
limitations as are herein contained, including the options to
renew this Lease for the Renewal Terms, provided (i) such
Leasehold Mortgagee makes written request upon the Citv for such
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new lease within sixty (60) days after receipt of such written
notice of termination and such written request is accompanied by
payment to the City of all amounts then due to the City of which
the. City shall have given the Leasehold Mortgagee notice, (ii)
the Leasehold Mortgagee pays or causes to be paid to the City at
the time of the execution and delivery of such new lease any and
all additional sums which would at the time of the execution and
delivery thereof be due under this Lease but for such termination
and pays or causes to be paid any and all expenses including
reasonable counsel fees, court costs and costs and disbursements
incurred by the City in connection with any such termination or
in connection with the execution and delivery of such new lease,
except if CenTrust is in default any net income to the City from
the oemised Premises collected by the City subsequent to the date
of the termination of this Lease and prior to the execution and
delivery of such new lease, shall, be applied against the amount
owed by CenTrust to the City, and (iii) the Leasehold Mortgagee
agrees to cure, within thirty (30) or sixty (60) days as the
Event of Default shall dictate, after the execution and delivery
of such new lease, all uncured Events of Default of which the
City shall have given such Leasehold Mortqagee notice, or if any
suchi.Event of Default cannot be cured within such period, to cure
such Event of Default and thereafter pursue the same with due
diligence.
If the City receives written requests in accordance
with the provisions of this Section from more than one Leasehold
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Mortgagee, the City shall only be required to deliver the new
lease to the Leasehold Mortgagee who is, among those Leasehold
Mortgagees requesting a new lease, the holder of the most umiar
Leasehold Mortgage who makes such request and required payments.
Any new lease made pursuant to this Section shall be prior to any
mortgage or other lien, charge or encumbrance on the fee of the
Demised Premises and shall have the same relative priority in
time and in right as this Lease and shall have the benefit of all
of the right, title, powers and privileges of CenTrust hereunder
in and to the Demised Premises. At CenTrust's request, the City
will enter into an agreement with any Leasehold Mortgagee
granting to such Leasehold Mortgagee the rights set forth in this
Section 1105.
(d) Consent. This Lease shall not be modified,
amended, surrendered, canceled or wholly or partially terminated
by CenTrust, nor shall any waiver of CenTrust's right hereunder
or any approval or consent of CenTrust required hereunder be
effective, without the written consent of each Leasehold
Mortgagee, which consent shall not be unreasonably withheld,
whose name and address shall have been furnished to the City
pursuant to Section 903.
i
(e) Modifications. If, in connection with obtaining
temporary or permanent financing related to CenTrust's interest
under this Lease, any such lender shall request reasonable
modifications of this Lease as a condition to such financing, the
City agrees that the City through the the City Manager will not
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unreasonably withhold the execution of an agreement of
modification of this Lease provided such modifications do not
increase the financial obligations of the City under this Lease
or adversely affect City's interests under this Lease. In the
event of the City Manager's refusal to execute and deliver any
such modification agreement within thirty (30) days after request
therefor by CenTrust, CenTrust shall have the right to cancel and
terminate this Lease and upon such cancellation and termination
neither party shall have any further right or obligation to the
other arising out of the execution and delivery of this Lease,
except for payment to the City of any rent or other sums which
become due prior to the cancellation date.
(f) Renewal Terms. In the event that CenTrust does
not duly exercise its rights to extend this Lease for either
Renewal Term, then City shall promptly notify the Leasehold
Mortgagee and the Leasehold Mortgagee shall have, thirty (30) days
from receipt of such notice in which to exercise such right,
either in its own name or that of CenTrust, or on behalf of an
assignee, designee or nominee of the Leasehold Mortgaqee.
CenTrust hereby appoints, and City accepts, such Leasehold
Mortgagee as its attorney in fact for the purpose of exercising
its r�ght to extend the Lease and also to execute such documents
as may be required from time to time to cure or prevent any Event
of Default under this Lease. If more than one Leasehold
Mortgagee exercises the right to renew this Lease, then the City
shall only be required to accept the renewal by the most junior
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mortgagee who has duly exercised, and continues to perform all
matters required. for, the exercise of the riqhts described In. .
this Section.
Section 1106 Defaults By The City. If the City at any
time during the Term of this Lease shall fail to observe or
perform any of the City's covenants or obligations hereunder, and
if any such default shall not be cured? (i) as to any default
resulting from the nonpayment of money, within thirty (30) days
after CenTrust shall have given to the City notice specifyinq
such default or, (ii) as to any other default, within sixty (60)
days after CenTrust shall have given to the City notice
specifying such default or, (iii) in the case of any default not
resulting from the nonpayment of money which cannot with
diligence be cured within such sixty (60) day period, if the City
shall fail to proceed promptly to cure the same and thereafter
prosecute the curing of such default with diligence, that the
time of the City within which to cure the same shall be extended
for such period as.may be necessary to complete the curinq of the
same with due diligence; then CenTrust to the fullest extent
permitted by law, shall have the right to elect and pursue any
one or more of the following remedies:
(a) The riqht to seek a writ of mandamus, injunction
or other similar relief, available to it under Florida law,
against the City and its officers, agents or representatives in
their official capacity as such, but not personally; or
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(b) The right to maintain any and all actions at law
for damages or suits in equity or other proper proceedings to..
enforce the curing or remedyinq of such defaults or
(c) The right to Arbitrate as provided in Article X of
this Lease.
In any litigation arising under this Lease each party
shall pay its own attorneys fees and cost.
Notwithstanding the above, the City's obligations and
right as more specifically delineated in the Lease shall not be
limited or expanded by the provisions of this Section 1106.
ARTICLE XII
GENERAL PROVISIONS
Section 1201 Covenant Of Titles Quiet Enioyment. The
City covenants and warrants with and to CenTrust that the City
has good record and marketable title to the Demised Premises,
free of liens, charges or encumbrances and that the City has good
right, full power and lawful authority to demise and lease the
Demised Premises in the manner and form herein done or intended
so to be done. CenTrust, on paying the Rent and other sums
payable by CenTrust hereunder as and when the same shall become
due and payable and observing and performinq the covenants,
i
condiitions, limitations and agreements herein contained on the
part of CenTrust to be observed and performed, all as herein
provided, shall and may lawfully, peaceably and quietly have,
hold and enjoy the Demised Premises during the Term of this
Lease, without hindrance, ejection or molestation by the City or
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any person or persons claiming by, through or under the City
subject, however, to all the provisions of this Lease.
Section 1202 End Of Term. CenTrust shall peaceably
give up and surrender possession of the Demised premises and
every part of it to the City at the expiration or sooner
termination of the Original Term or- Renewal Term(s) of this
Lease, together with the improvements and all fixtures and
facilities therein, or forming part thereof, or appurtenant
thereto, in good condition and repair, reasonable wear and tear
excepted.
Section 1203 Headings. The terms "City" and
"CenTrust" as contained in this Lease shall include singular and
plural, masculine, feminine, heirs, successors, executors,
administrators, personal representatives and assigns, wherever
the context so requires. The terms, provisions, covenants and
conditions of this Lease are expressed in the. total language of
this Lease Agreement. The section headings are inserted solely
for the convenience of the reader and shall not be deemed to
define, limit or expand any of the provisions of this Lease. Any
formally executed amendment, addendum to or modification of this
Lease• shall be expressly deemed incorporated in this Lease by
reference unless a contrary intention is clearly stated in such
i
amendment, addendum or modification.
Section 1204 Notices. Any notice given City as
provided for in this Lease shall be sent to City by registered or
certified mail addressed or personally delivered to City at:
PROPERTY AND LEASE MANAGEMENT DIVISION
FINANCE DEPARTMENT
65 SW First Street
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Miami, Florida 33130 -
or personally delivered to the City at that address as well as to
the:
DEPARTMENT OF OFF-STREET PARKING
190 NR 3rd Street
Miami, Florida 33132
Any notice to be given CenTrust under the terms of this Lease,
unless stated otherwise in this Lease, shall be in writing and
shall be sent by registered or certified mail addressed, or
personally delivered to an agent or officer of CenTrust at:
CENTRUST REALTY AND CONSTRUCTION COMPANY
101 E. Flagler Street
Miami, Florida 33131
Either party, from time to time, by such notice, may specify
another address to which subsequent notice shall be sent or
delivered. Notice shall be deemed given on the date it is actu-
ally received or on the date receipt is refused.
Section 1205 Short Form Lease. Upon request of either
City or CenTrust, the parties to this Lease shall execute a Short
Form Lease in recordable form, which shall contain whatever
provisions of this Lease are deemed appropriate by the requesting
party.
Section 1206 Approvals, Consents. Wherever in this
Lease provision is made for "approval of" or "consent to" a
person, act or omission, unless otherwise specifically provided,
in all cases, such approvals or consents shall be eviden=ed by a
notice in the manner set forth in Section 1204, and such
approvals or consents shall not be unreasonably withheld or
delayed by the party required to qive the same.
66
03" 509
Sectioc. 1207 Estoppel Certifi,_ces. Each party
agrees, at any time and from time to time, as requested by the
other patty, upon not less than ten (10) days prior notice, to
execute and deliver to the other a statement certifying that -this
Lease is unmodified and in full force and effect (or it there
have been modifications, that the same is in full force and
effect as modified and stating the modifications), certifying the
dates to which the Rent and other charges hereunder have been
paid, and stating whether or not, to the best knowledge of the
signer, the other party is in default in performance of any of
its obligations under this Lease and, if so specifying, each such
default of which the signer may have knowledge, it being intended
that any such statement delivered pursuant to this Section may be
relied upon by others with whom the party requesting such
certificate may be dealing.
Section 1208 Successors And Assigns. The covenants
and agreements herein contained shall be deemed to be covenants
running with the Land and shall inure to the benefit of and be
binding upon the successors and assigns of the respective parties
hereto; provided, however, that no assignment hereof shall be
made by CenTrust except as specifically permitted herein.
Section 1209 Modifications Of Lease. No agreement
shall' be effective to change or modify or discharge in whole or
in part this Lease or any instrument given in connection herewith
unless such agreement is in writing signed by the parties to this
Lease and approved by any Leasehold Mortgagee.
Section 1210 City's Obligations. Any obligation of.
the City or any liability imposed on the City under or pursuant
67
03-- 509
to this Lease sha__ be payable solely out of __venues of the 'City
derived by the City from the operation of the Parking Garage and
from other revenues of the City lawfully available therefor,
exclusive of revenues derived from ad valorem taxes on 're -al
property and intangible personal property.
.Section 1211 Non Discrimination. CenTrust agrees that
it will not discriminate against any person on account of race,
color, sex, religious creed, ancestry, national origin, or
handicap in the use of the Demised Premises and South Arcade.
Section 1212 Warranty. CenTrust warrants that it has
not employed or retained any person employed by City to solicit
or secure this Lease and that it has not offered to pay, paid or
agreed to pay any person employed by City any fee, commission,
percentage, brokerage fee, or gift of any kind contingent upon or
resulting from the award of making this Lease.
Section 1213 Conflict of Interest. CenTrust is aware
of the conflict of interest laws of the City of Miami (Miami City
Code Chapter 2, Article V), Dade County, Florida (Dade County
Code, Section 2-11.1) and the Florida Statutes, and agrees that
it will fully comply in all respects with the terms of said laws.
Section 1214 Independent Contractor. CenTrust and its
employees and agents shall be deemed to be independent
contr6ctors, and not agents or employees of the City, and shall
not attain any rights or benefits under the Civil Service or
Pension ordinances of City, or any riqhts generally afforded
classified or unclassified employees; further it shall not be
deemed entitled to the Florida Workers' Compensation benefits as
an employee of the City.
68
03" 509
Section 1215 Minority Procurement Compliance.
CenTrust acknowledges that it has been furnished a cony of
Ordinance No. 9775, the Minority Procurement Ordinance of 'the
City of Miami, and agiees to comply with all applicable
substantive and procedural provisions therein. CenTrust further
acknowledges -the provision of' City of Miami Code Sections 37.13
and 37.14 and agrees to comply with all applicable substantive
and procedural provision contained therein.
Section 1216 Compliance with Laws. Both parties shall
comply with all applicable laws, ordinances and codes of federal,
state and local governments of general application.
Section 1217 Time of Essence. It is understood and
agreed between the parties to this Lease that time is of the
essence of all the terms, provisions, covenants and conditions of
this Lease.
Section 1218 Relationship of Parties. Nothing
contained in this Lease shall be deemed or construed by City
and/or CenTrust or by any third party to create the relationship
of principal and agent or of partnership or of joint venture or
of any association whatsoever between City and CenTrust, it being
expressly understood and agreed that neither the computation of
Rent ror any other provisions contained in this Lease nor any act
i
or acts of City or CenTrust shall be deemed to create any
relationship between City and CenTrust other than the
relationship of City and CenTrust, as Landlord and Tenant
respectively.
Section 1219 Construction of Agreement. This Lease
Agreement shall be construed pursuant, to the laws of the State of
Florida. 69
03- 509
Sectic 220 Severability. Shou: my provisions,
paragraphs, sentences, words or phrases contained in this
Agreement be determined by a court of competent jurisdiction -to-
be invalid, illegal or otherwise unenforceable under the laws of
the State of Florida or the City of Miami, such provisions,
paragraphs, sentences, words or phases shall be deemed modified
to the extent necessary in order to conform with such laws, then
same shall be deemed severable, and in this Agreement shall
remain unmodified and in full force and effect.
Section 1221 Unresolved Matters. The City and
CenTrust acknowledge that there are certain disputes,
disagreements, pending and current litigation and unresolved
matters between them. Neither anything in this Lease nor the -
execution of this Lease shall be construed by either party nor
any third party to prejudice the rights or obligations of either
party nor to enhance the rights or obligations of either party or
any third party, in any way, in regard to any Matters, except to
create the relationship of landlord and tenant, with the
obligations of such relationship, as more specifically described
in this Lease.
70
03' 509
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by the respective officials thereunto
duly authorized, this the day and year first above written.
ATTEST:
Corporate Secretary
APPROVED AS TO INSURANCE
REQUIRE TS:
Division of isk
Management
CITY OF MMIAMI, FLORIDA
CYs .4 1—)
Sergio Pere ca
City Manager
CENTRUST AL ANO C RUC N
COMPANY
1 -
Pres ent
( Corporate Seal
APPROVED S TO FORM AND
C 0 R R E C E
LUCIA A DOYCHERTY
City Attorney_
71
03- 509
EXHIBIT A
PLAN OF RETAIL SPACE, NORTH ARCADE AND SOUTH ARCADE
72
03- 509
EXHIBIT B
EASEMENTS AND RIGHTS
All easements and -rights whibh the City has the power
to grant related to the CenTrust Tower for the benefit of the
Demised Premises, includinq:
1) The rights to build and maintain the outside
curtain wall surroundinq the ground floor of the
Parking Garage.
2) Easements through the Parkinq Garage and other
facilities for the installation of utilities, including
telephone, in the Retail Area and Arcades.
Such easements and rights may be more fully described
and defined, upon request by either CenTrust or the City, and
executed in recordable form upon approval of the City Manager and
CenTrust, which consent shall not be unreasonably delayed or
denied.
73
03— 509
EXHIBIT C
DESCRIPTION OF LAND
That certain parcel of land as described in the "Plat
of World Trade Center" as prepared by the Department of ,Public
Works, City of Miami, Florida, filed for record June 20, 1980 in
Book 115 of Plats at Page 41 of the Public Records of Dade
County, Florida.
74
03- 509
EXHIBIT D
EXISTING CITY IMPROVEMENTS
All existing improvements to the Retail Space and
public -Arcades together with all improvements to be made pursuant
to the working drawings (i.e. plans) and specifications
applicable to the Retail Space and Public Arcades in the
Convention Center Parking Garage (a.k.a. Miami World Trade Center
Parkinq Garage) prepared by I.M. Pei i Partners and
Ferendina/Grafton/Spillis/Candela, Associated Architects et al,
under the TurnKey Design and Development Contract between the
City of Miami and Miami Center Associates Inc. dated May 20, 1980
and to include Change Orders No. 1 through No. 6 and No. 10
through No. 14.
75
EXHIBIT E
CENTRUST IMPROVEMENTS: PLANS AND SPECIFICATIONS
As per the plans and specifications called "for in
Article IV hereof, for the Demised Premises and South Arcade. -
48021
031485/3/DG
76
03- 509
CONSENT TO ASSIGNMENT AND ESTOPPEL CERTIFICATE
THIS CONSENT TO ASSIGNMENT AND ESTOPPEL CERTIFICATE (this
"Agreement") is entered into as of the _ day of , 2003 by and between
THE CITY OF MIAMI, FLORIDA, a municipal corporation under the laws of the State of
Florida ("Lessor"), and NOP 100 SE 2ND STREET TOWER, LLC, a Delaware limited liability
company ("Lessee").
RECITALS
A. Lessor and Dade Savings and Loan Association ("Dade") entered into a certain
Lease Agreement dated July 1, 1980, recorded in Official Records Book 10830, Page 569, and
Official Records Book 10820, Page 1289, as assigned pursuant to (i) Assignment of Lease filed
March 2, 1984 in Official Records Book 12073, Page 2693; Assumption of Lease filed April 28,
1987 in Official Records Book 13261, Page 3407; and Corrective Assignment of Lease filed
April 28, 1987 in Official Records Book 13261, Page 3405, by Dade to CenTrust Realty and
Construction Company ("CenTrust"); (ii) Assignment of Lease dated December 30, 1985 and
filed August 29, 1986 in Official Records Book 13004, Page 292, Assumption of Lease recorded
in Official Records Book 13004, Page 295, Corrective Assignment of Lease filed April 28, 1987
in Official Records Book 13261, Page 3409, and rerecorded May 19, 1987 in Official Records
Book 13283, Page 2943; and Corrective Assumption of Lease recorded in Official Records Book
13261, Page 3411, by CenTrust to C.P. Tower, Ltd. ("C.P."); (iii) Assignment of Lease dated
November 7, 1991 and filed in Official Records Book 15263, Page 1972, by C.P. to Miami
Tower Associates Limited Partnership, a Florida limited partnership ("Miami Tower"), and as
amended by Rider to Lease filed December 30, 1987 in Official Records Book 13525, Page 376;
and (iv) Assignment and Assumption of Air Rights Lease dated March 3, 1999 and recorded in
Official Records Book 18503, Page 4365, by Miami Tower to Lessee (all references to filed or
recorded documents refer to the Public Records of Miami -Dade County, Florida) (collectively,
the "Lease");
B. The Lease pertained to the air rights with respect to that certain parcel of real
property more particularly described on Exhibit A hereto (the "Land") and the related rights and
obligations of the parties with respect to improvements to be constructed thereon;
C. Lessee has succeeded to the interests of Dade under the Lease;
D. Lessee desires to assign its interest in the Lease to Blue Capital US East Coast
Real Estate, L.P., a Delaware limited partnership ("Purchaser"), and Purchaser thereafter desires
to merge into Blue Capital US East Coast Properties, L.P., a Delaware limited partnership ("Blue
Capital Properties"), with Blue Capital Properties to be the surviving entity;
E. Purchaser intends to encumber tenant's interest under the Lease with a leasehold
mortgage (the "Leasehold Mortgage") to and in favor of Landesbank Hessen -Thuringen
Girozentrale, a German banking corporation, as lender and as agent for participating banks (the
"Leasehold Mortgagee"); and
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this day of
2003 by , as City Manager of, and by
, as City Clerk of the City of Miami, Florida, a municipal
corporation under the laws of the State of Florida, on behalf of the municipal corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal in the County and State
aforesaid.
Notary Public
Type, Print or Stamp Name
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this day of ,
2003 by , the of Hines Holdings, Inc., a
Texas corporation, the general partner of Hines Interests Limited Partnership, a Delaware limited
partnership, the manager. of Hines Fund Management, L.L.C., a Delaware limited liability
company, the general partner of Hines National Office Partners Limited Partnership, a Texas
limited partnership, the general partner of National Office Partners Limited Partnership, a
Delaware limited partnership, the sole member of NOP 100 SE 2nd Street Tower, LLC, a
Delaware limited liability company, on behalf of said corporation, said partnerships and said
companies. He/she is personally known to me or has produced a driver's license
as identification.
-5-
Notary Public
Type, Print or Stamp Name
My Commission Expires:
Bank of America Tower estoppel 5-03cln
03- 509
EXHIBIT A
DESCRIPTION OF LAND
That certain parcel of land as described in that sketch of survey entitled "Tentative Plat of World
Trade Center" as prepared by the Department of Public Works, City of Miami, Florida, under
Job # E 1064, File # CP 246 and consisting of one sheet.
Bank of America Tower estoppel5-03cln
3 — 509
FORM OF ASSIGNMENT AND ASSUMPTION OF AIR RIGHTS LEASE
KNOW ALL MEN BY THESE PRESENTS, that NOP 100 SE 2nd STREET
TOWER, LLC, a Delaware limited liability company ("Assignor"), for TEN AND NO/100
DOLLARS ($10.00) and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, does hereby remise, release, transfer, convey and assign
(absolutely and not as security or upon any condition) unto BLUE CAPITAL US EAST COAST
REAL ESTATE, L.P., a Delaware limited partnership ("Assignee"), all the right, title and
interest of Assignor in, to and under the lease and amendments and riders thereto described on
Exhibit "A" attached hereto and made a part hereof (the "Lease"), to have and to hold the same
unto Assignee, its successors and assigns forever, and Assignor does hereby bind itself and its
successors and assigns to warrant and forever defend all and singular the title to the Lease unto
Assignee and its successors and assigns against every person whomsoever lawfully claiming or
to claim the same or any part thereof, by through or under Assignor, but not otherwise.
Assignee's address is 17101 Preston Road, Suite 230, Dallas, Texas 75248.
Assignee hereby assumes Assignor's obligations under the Lease from and after
the date hereof and covenants and agrees with Assignor to be bound by all of the terms,
covenants, agreements, provisions and conditions of the Lease to be performed or observed by
the lessee under the Lease from and after the date hereof. This assumption is made in full
compliance with the requirements of Article X, Section 1003 of the Lease. Assignee agrees that
the provisions in Section 1001 and all of Article X of the Lease shall, notwithstanding this
assignment, be binding with respect to all future assignments, subleases and transfers. Assignee
agrees to perform any and all obligations as lessee arising under the Lease from and after the
date hereof. Assignee shall not be responsible for any liabilities, obligations and/or claims which
shall have accrued under or on account of the Lease prior to the date hereof.
The parties hereto agree to execute and deliver such further agreements,
instruments and documents and to take such other action as may be reasonably necessary or
appropriate to carry out or confirm the purposes or intent of this Agreement.
This Agreement shall be construed and enforced in accordance with the laws of
the State of Florida.
This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their heirs, successors and assigns.
This Agreement may be executed in any number of counterparts, each of which,
when executed and delivered, shall be an original, but all counterparts shall together constitute
one and the same instrument.
H0003:912086.2 03- 509
IN WITNESS WHEREOF, Assignor and Assignee, intending to be legally bound
hereby, have executed this Agreement as of the day of 2003.
Signed, sealed and ASSIGNOR:
delivered in the
presence of: NOP 100 SE 2ND STREET TOWER, LLC,
a Delaware limited liability company
By: National Office Partners Limited Partnership, a Delaware
Witness limited partnership, its sole member
By: Hines National Office Partners Limited Partnership,
a Texas limited partnership, its general partner
Witness
By: Hines Fund Management, L.L.C., a
Delaware limited liability company, its
general partner
By: Hines Interests Limited Partnership,
a Delaware limited partnership, its
manager
By: Hines Holdings, Inc. a Texas
corporation, its general
partner
By:
Name:
Title:
Signed, sealed and ASSIGNEE:
delivered in the
presence of. BLUE CAPITAL US EAST COAST REAL ESTATE, L.P.,
a Delaware limited partnership
By: BLUE CAPITAL INVESTMENTS, INC.,
Witness a Delaware corporation, its general partner
By:
Witness Name:
Title:
H0003:912086.2 03- 509
STATE OF )
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
2003 by , the of Hines Holdings, Inc., a Texas
corporation, general partner of Hines Interests Limited Partnership, a Delaware limited
partnership, the manager of Hines Fund Management, L.L.C., a Delaware limited liability
company, general partner of Hines National Office Partners Limited Partnership, a Texas limited
partnership, general partner of National Office Partners Limited Partnership, a Delaware limited
partnership, sole member of NOP 100 SE 2nd -Street Tower, LLC, a Delaware limited liability
company, on behalf of said corporation, said partnerships and said companies.
My commission expires: Notary Public
STATE OF
COUNTY OF 1
The foregoing instrument was acknowledged before me this day of
2003 by , the of
Blue Capital Investments, Inc., a Delaware corporation, the general. partner of Blue Capital US
East Coast Real Estate, L.P., a Delaware limited partnership on behalf of said corporation and
said partnership.
My commission expires: Notary Public
[NOTARIAL SEAL]
HOUO3:912086.2 03- S 10 S
I* JUL 25 PR It ii
8ORL9 75O
LUM AGREEiilE&T
dated as of 3Wy I, 1930
c-i -
_ %= between
THe CITi 4f, hUAMI, FLORIDA
a m njciI al�croeporatlon
;+ -under the laws of the,.
•,.n-♦_��State of_Florid� �:::.
♦yam.. �.{• . -',,,j+.-.,..
/•. w'r - and
DADS SAYINGS AND LOAN
ASSOC1AT1ONSW-;X .
cltartered:savlt�s
- ;and loan assodatlon
7.
Harris, Esquire
.Floor;
Avenue.
P.O. Box 330703
Miami, Florida 33133
Attentlont Ci:y M"er
101 E. Flagler Street
Miami, Florida 33131
Attention: President
03— 509
r' wri•
..�yt-. .�
03— 509
03- 509
iac 100 is 1290
TABLE ow CONTEllm
PACE
"'':PARTIES
.,Ls
PUISE
2
ARTICLE I
DEFINITIONS
3
A,
ARTICLE 0
TERMS
7
mw=�=—
N 201
INITIAL TERM
7
'TION 201
RENEWALS
7
ARTICLE W
RENT, GOVERNMENTAL CHARGES AND
OTHER SUMS PAYABLE BY DADE
9
SEC ION 301
PAYMENT OF kENT, GOVERNMENTAL CHARGES
Mr;: -
AND OTHER SUMS PAYABLE BY DADE
9
N 302* '.
9
CTiON 303
4wSLCTiON
GOVERNMENTAL CHARGES
13
304
tITILMES.-..'...
14
ARTICLE IV
USE
16
SECTION 401
CITY's OOMATIONS
16
'S WE C, —a~- N 402
DADEOS OBLIGATIONS
16
ARTICLE V
CONSTRUCTION
is
PLANS AND SPWFICATMS •
is
OF THE PARIKING GARAGE
r.. —19
4r
4.
03- 509
0
wc
'wr I 08M r. 1291
SECTION 303 CONSTRUCTION OF THE TRADE CENTER
19
SECTION XR MANNER OF WORK; COMPLIANCE !VITH LAWS
AND REGULATIONS
19
SECTION 303 U ENS .
20
SECTION 3% COMPLETION OF THE PARKING GARAGE
21
SECTION W EFFECT OF THE CITY'S FAILURE TO
COMPLETE CONSTRUCTION
22
SEC71ON 3= CITY'S CONTRACTOR
23
SECTION 309 DADVIS FAILURE TO COMMENCE OR
COMPLETE CONSTRUCTION
23
SECTION 310 PLANS AND CHANGES•
23
ARTICLE VI
OPERATION AND MAINTENANCE
25
SECTION 601 OPERATION AND MAINTENANCE OF
TRADE CENTER
23
SECTION 602 OPERATION AND MAINTENANCE OF
PARKING GARAGE
25
...:SECTION 603 DRAINAGE, CLEARING SIDEWALKS
26
SECTION 604 .4. SAFE FLOOR LOADS
26
SECTION 603 STORAGE OR USE OF FLAMMABLE MATERIALS
27
SECTION- 606 DEFAULT IN OPERATION OR MAINTENANCE
27
SECTION io7Z,,,.;� ALTzitAmoNsToTRADE cEprMR
n
SECTION'd&'-'-!t4_ALTEXATXM TO PARKING GARP, S
29
SECTION,09.4?'! 11, NON4NTERFERENCE WITH PARK. -. -; GARAGE
29
'".
SECTION 610'NON-INTERFERENCE WITH TRADE CTIMR
30
ARTICLE VII
AN SURAACE.
31
14
701= :.MAINTENANCE OF INSURANCE
31
:.-::SECTlON,M.&- RESF'OFL'RBLElf4SURAWCECOMPAtCF.S;
--.-'COPIES OF POLICIES
35
SECTION .70.1 i �kii OBTAINING. INSURANCE UPON -THE OTHER
PARTY'S FAILU RE -7
704. '7Lt'INDEMNITIES
33
SECTION
36
ARTICLE VIII
DAMAGE
39
SECTION 1101 DAMAGE TO TRADE CENTER
33
SECTION 302- DAMAGE TO PARKING GARAGE.
40
SECTION 1103,, ABATEMENT OF RENT
41
m
03- 509
isc10 0 K I 6-T
ARIX21 IX
CONDEMNATION
SECTION 901 TAKING OF TITLE
SECTION 902 APPORTIONMENT OF AWARDS
SECTION 903 TAKING FOR TEMPORARY USE
;-SECTION 904 PROSECUTION OF FD(TURZ CLAIMS
OFEARAHM
SECTION 903 A.
PROCEEDINGSIN CONDEMNATION
ARTICLE X
ASSIGNMENT, SUBLETTING, MORTGAGING
SECTION 1001 CONSENT REQUIRED
SECTION 1002 EXCEPTIONS
SECTION 1003 REQUIREMENTS FOR ASSIGNMENT,
OR TRMiSFER
SECTION 1004 - CONSENT NOT TO ASSIGN, SUBLET OR TRANSFER
SECTION 1003 *NOTICE TO LEASEHOLD MORTGAGEE
SECTION 1006' NONDISTURILWCE
A.R711CLE)a
DEVELOPMENT ACTION GRANT PRO
URBAN DEVELO VISIONS
1101DE1111141IONS.
1102�--.-:
ESCAOW-.-0FGRANT REVENUES .
-4.
SECTION 1103 GRMT.RZVZNUES APPLIED TO COSTS
SECTION .1104�wZRANE. REYDRW .W
FORLE. I ACTIVITIES
-secTxm*l 103 3;--a'ASSIMAFMCF GOVERNMENTAL APPROVALS
-SECTION:1106,0". COMPLZT30N -01F. PR03ECT,
TION-1107.� 'ASSURANCES OFPROTECTED 3o*ss
SECTION.11x:
I
082A MAINTAMC1MORDS AND RIGHTS TO INSPECT
SECTION.I icqWACcES5 70 PROTECT
SECTION 110 WASSIGNMENT OR SUCCESSION
secim -111 tSECRETARY:SECMON-11112;,
V- 'APPROVAL OF AMENDMENTS
j - -$DndAtMROFRELATIONSHIP .:--
....-'.'.SECTION 1113.'- OTHER UDAG PROVISIONS
4.72
42
.42
43
44
43
45
46
46
46
47
47
44
49
F-7
50
52
52
32
52
32
33
33
53
44 44
03- 509
clk'ECI 00 r. 1293
EXEGBITS,
ARTICLE, xu
DEFAULT
55
L*W
SECTION 1201 EVENTS OF DEFAULT
33
56
SECTION 1202 RPM IES
seCTIONJIW: Z.DAMAGES a-:.
m
•.'=-;--SzCnOm-u w4 z -..%;WAFKR OF WGHT OF REDEMPTION
IflUGHTS, OF, LEASEHOLD MORTGAGEES
60
S,
SECTION:1203�-
SECTION DEFAULTS BY THE CITY
63
ARTZ3X XM
GENERAL �OWV�(INS
64
.gCTION 1301 OWNERSW POFIMPROVEMENTS
64
64
E; QUIET EN30YMENT
-..Ar.-SeC=N 1302 -:COVENANT OF TITLE;
64
-t SECTION 1303 END OF I TEAM
65
65
.No ONENS
SgCMON.IX*.,--: APPROVAL,
63
63
''''SECTION-:1307-`'LSTOPMCZItTlFlCATE
R=ESSORS AND ASSIGNS
SZCTION'1309-
SECTION 8.1309't. MODIFICATIONS OF LEASE
SeCTIoWI3I0g.'Cffy'SO".ATJMS
SEC -nog -1311 .4iGOMMING LAW
EXEGBITS,
L*W
Dembed Premises.:-
es
pwmng
llrml& lomIff
wItmn Trade C
3.
•� 10820 1294
PARTIES
. THIS LEASE AGREEMENT made and entered into at Miami. Florida as of Ady
1, 1910 Is between THE CITY OF MIAMI, FLORIDA. a municipal corporation under the
laws of the State of Florldi6 P.O. Boz '330709, Mlaml, Florida 33133, and DADE
SAVINGS AND LOAN ASSOCIATION, a state -chartered savings and loan association.
101 E. Flagler Street, Miami, Florlda 33131.
RECITALS
- 509
Pursuant to Ordinance No. 7221, adopted by the City of Miami Commission on
]uly 1, 1%4, and the approval of the voters of the City of Miami -at an election held
September 29, 1964, the bonds of The City of Miaml (the *City") in the principal
amount of $4,100,000 were sold and delivered on May 6. 1969, and the proceeds of such
�'
bands, with other funds, have been or shall be applied to the payment -
paym of the Dost of
construction of a convention center for the City, Including a parking garage,
appurtenances, land and equipmestt and any necessary ciearing," tlWeg !t4 extending,
eNarging or lmprovirg the siWth dor The mwmdcn center IS presently under
r
"
constructlau It Is located i t the site bounded by a realigned Southeast Fourth Street,
-
Southeast Second Av erne. * cite il0arttt River and property now or formerly of Bauder
• r3
Fashian .College, Inst the p>trfctnggarage wW be located on the site bounded by
� .
Southeast Seroed Sweet, Southeast First Avenue, Southeast Third Street and property
r
now or formerly of Howard 3ohtsonl, Inc.
The Commission of the City "cn September 13, 1979 adopted Ordnance No.
9979 which authorizes the tisuance of Convention Center and Parking Garage Revenue
•
Bonds In an aggregate principal amount not exceeding Sixty 1W11ton Dollars
(560,000,000) for the purpose of paying, with.other funds avallabie•therdor, the cost
' ' c uif the Camrentlon Center.Ga'rage preeeiniaita-mentioned) and appto' grid arrthorttes
irarMwdi'i secure'•sudn revenue' " '7ho'cIty has
-
•.��H ;C' ,z • 'r - •.�•`+� � air.•=
z.
,r
•� _4'' .•ice •� ..�.' lti...
-�
s .v
- 509
r,
nrr 100 Is 12%.
determined so complete the construction of the Convention Center and to construct
pamng garage Oweln Called the OPNWrg Garage) and a connecting walkway,
equilpment, fixtures, furniture, improved and unimproved land,
Otha facilities appurtenam or Incidental thereto (hereln called,
"Conviention Center -Garage).
-Z.
;4 .T1W'CIty has obtained enned from •the United States Department of Housing and
', '---
at an Urban Development Action Grant In the amount of $4,994;000,
N t A*
7-
-. pursuant; w, an agreement between such Department and the City, to eorutruct the
parldnj Garage, Jjb4udng* support structures for a trade center office building (the
10be located in the air space above the Parking Garage, which
aCtlN6.les are 02
NO -1
tat with the provisions of Section 119 of the Housing and
M Act of 1974, Pub.
L. No 93,383, as amended and with the
WR Dsre6ope<tentAction Grant Reg%dadons.
the City- an June 19 19S0 and by Resolution
stquorized and drected the City Manut6er, an behalf of the City, to
.:ottk Oade Swings and Low Association ("Dade), whereby
• the pw%rvg Garage, Inducing, the support structures, and
tt�i icor ft Trade Center, and Dade will lease from the City the air
Garage for the -Construction and operation of the Trade
deration of the' rents, benefits, covenants &W agreements
;fit,;
jVjj"'WP'a*"Wq4- 'd4- and contained, the City, demises and leases unto Dade, and
lilts:**W 'talce from the City the Demised Premises, as ber-claafter defined,
-4o W"u&Uy covgnwa and agree to and with each other, as
C.
10820 1296
ARTICLR f
DEF N ONS
f The terms defined In this Article (except as herein otherwise expressly
provided or unless odmvise required by the context) shall for all purposes of thd:
: Lease, and any agreements supplemental hereto, have the following respective
m eaningst
r:
raisar means a determination made
•App by the appraisal firms selected
hereunder, as follows — (I) The City and Dade shall each choose one Independent
appraisal flim of nationally-recognized competence and the two farms so chosen shall
choose a third firm of comparable competence; (ii) the decision of each of said firms
sY �' shall be rendered as promptly as possible and the decision of at least two of said firms
;,. •. _ shall be final and binding upon both the City and Dade and may be enforced by legal
., , • proceedIrgP6 The City and Dade shall compensate the respective appraisal firm _
< appointed by it and the cm of the third Finn shall be borne equally by tate
�-Cit�i"ard Dade:
•Architeete means such ardtite= as Dade shall designate In connection with
the: construction of the Trade Center.
'bond Rate means. the rate of interest per annum equivalent ao the net
Ar ' r latemst cost cn the City of Naml, Florida, Convention Center and PwMng Garage
Revenue Bands,,' ]udy 1..1980, Initially issued in the amount of $60,000,000 and
any addtloasl. or mfixA bands bstied'under the Trust indenture, dated as of
y 1, 1lt0, seeutinhl; Bunch binds, or l< nape of said !Sands is then outstanding, the
::gate of Interest per rvwn equivalent-so the net interest cost of the City's most recent
r' reverie bands or other special obligation bonds.
:.: .!City' means The Chy of. Adami, Florida, a municipal corporation under the
" laws* of the Stale of Flotfdg,'ard Its successors and assigns, as landlord of the Demised
� � _ .. �••ir,-�.�r� fila. - .
Al
Ift.
3- 509
100 {.121.97
`Cons—ar Price Indent' «'Index' oceans the Consumer Price Index for NI
Urban Ceuumers--Ail Items for Miami. Florida published by the United States
Department of Labort or such other comparable index which may be in dim from
time to time R said Index is unavailable.
`Dade" means Dade Savings and Loath Association, a State-dhartered Savings
and Loan assodation, and any successor or assign as permitted by the terms of this
Lease, being as tenant of the Demised premises.
"Demised Premise meant the air space leased hereunder by the City to Dade
for the construction and maintenance of the Trade Center, together with certain
rights and easements and subject to certain reservations, all as more particularly
described herein and in Exhibit 5 attached hereto and made a part hereof.
'Events of Wath means the events and circumstances described as such in
Section 1201 of this Lease.
*Excepted Premiser means the Land and space above and below the Land and
all rights In coe>ehection therewith„ except for the Demised Premises and the Trade
Center. .
*First Renewal Term" means the fiat term for which this Lease may be
renewed as provided in Section 202 hereof.
"First Rent Component has the meaning given in Section 302 hereof.
• `Govemmerstal Chut=es• shall mean all real estate taxes, water and sewer
rents, rates and dharges and other governmental charges, impositions and assessments
which mar be charged. Imposed or assessed on real or personal property or any
improvements hereon or thereto or an the owner thereof with respect to such real or
personal property or improvements, including, without limiting the generality of the
foregoing, assessments for public improvements or bandits; provided, however, that
such. taxest. tenth.rates and other governmental charges, Impositions or assessments
shell -0 .pact it a Qompednehdve scheme of assessment of general applicability to like
In the City.
- . Via_ �..;: • .
� .ail •i' . •.: r :.a+. �miv�:: �...:� ':..: •: ' �•
03- 509
"JoUtial Term" ammm the Initial Term of this Lease as provided in Section 201
�. • %r
0.9y- 509
hereof.
'Land' means the I W4 improvements and other property located in Miami,
Dad County, FIQd4 more Particiularly described In
I the Plat mentioned in Exhibit A
attached hereto and made & part hereof.
•
'Lease" means this Lease Agreement as executed
and as the same may be at
any time mocsfle4 amerhded or supplemented pursuant to the terms hereof.
"Leasehold Mortgagee means a holder or holders, mdfUl&ted with the
mortgagor, of any mortgage 4m the leasehold rights of Dade In the Demised
Premises (Including the trustee thereunder, U any such mortgage be In the form of a
deed W"trust) 0 secure an LUM Of bonds, notes or other
corporate obligations;
provided that such term shaill not have any relevance under this Lease unless and
until
the leice under this Lane shall notify the City that a leaseholdmortgag deed e
or of
•
trust`encumbering the leasehold interest hereunder b then In force between such
WW a Leasehold Mortgagee.
'�-`-"Occupanqj" has the meaning given In Section 302 (c) hereof.
Garage means the Parking Garage mentlonied In the Recitals hereof,
Inducting
Improvements And appurtenances thereto, to be constructed b . y d . * City
pursuant- to Article V of this Lease, substantially s described in pl t C hereto,
Incl rdln'g. U*WU'e'*s',' equipmart, apparatus, machinery and fixtures
of every kind and
M5NW6Oii* fwvidr-9 An of said buUdri& Improvements. and appurtenances
as
Exhibit C and any buIIcjq;h Impruvemm" and appurtenances
row or
•
hereafter located Won the Excepted Premises or In replacement of the foregoing, and
shall also 6e- deemed to Include any such build n& Improvement and appurtenance
while In the course of constru.-tion and prior to its compiledom
Garage Completion Date" has meaning given jn Section 3"'
.the
�. • %r
0.9y- 509
•mr
par; Garage Plane' has the meaning set forth in St n 301 hereof.
•
"Prime Rate rmeam from time to time the prime rate of interest per annum in dim
In the, Borough of Manhattan. City and State of New York, at Citibank. N.A., or iu
successors and assigns, as publicly announced by it, or such comparable rate as may
then be In effect at such bank
f •Qualified Space has the meaning given !n Section 301 W hereof.
f •
*Rent" means the rent payable pursuant to Artide Iii for the use and
occupancy of the Demised Premises.
"Rett Commencement Date has the meaning given in Section 302 hereof.
•Second Renewal Tem• msans the final tam for which this Lease may be
renewed as provided in Section 202 hereof.
;+ •Second Rent Component" has the meaning $Ivan in Section 302 hereof.
*Term" means from time to time the Initial Tam of this lease and such
' extension thereof, if any, then in effect either by the First Renewal Tam alone or as
further extended by the Second Renewal tern.
•Trustee" means the trustee, or any successor trustee, designated and then
r acting as Trustee under that certain Trust indamm dated as of My 1, IM between
It and the Clty, securing the City! Convention Center and Parking Garage Revenue
_. Bonds:
•Trade Canter' means the building and other improvements and the
appurtenances thereto, m be constructed by Dade pursuant to Article Y of this Lease,
Including all plant equipment, apparatus, machinery and fixtures. of every kind and
nature whatsoever farming part of said buUd M Improvements and appurtenances; and
any bulit ngs, Miprovements and appurtenances now or hereafter located upon the
Demised Premises or In replacement of the fonegWM and shall be deemed to Include
any such building, improvement and appurtenance chile in the course of eonunrctlon
OW prior tp lU*=$ pledon
PlaW has the meaNng'set fortis M Seedw l01Ait;;el `
.-
the meaminng'gh►.n Ni Saetiom4004.
henof..
�: - �• 1i�~* 'ti fY '% r . i.�,.w #�'�t;moi Wit'• ►.
3- 509
Jwn�— wo
•
err 100
fic
fS13W
ARTXXZ N
TERMS
Section 201 Utial Tau%
The Initlal Term of this Lease shall be for 33 years and shall commence an the
date of this Lease, , and end an 3WY 1, 2013, unless sooner terminated pursuant to the
terms of this Lease.
Section202 Renewals.
U Dade, not fewer than 24 months nor more than 36 months prior to the
expiration of the Initial Term, shall. have given to the City a written notice, in the
manner specified In Section 1303 hereof, of the election by Dade to effect a first
renewal of this Lease, and N Immediately prior to the expiration of the Initial Term,
this Lease shall be In full force and effect and Dade is not in default hereunder, then
In that cue upon the expiration of said Initial Term, the First Renewal Term of this
Lean shall be effective. The First Renewal Term shall be 30 years beginning at the
expiration of the Initial Term w0l expiring 3WY 1, 204L The parties to, this Lease shall
continue to be subject to this Lean during the First Renevad Term to the extent of
their respective rights, privileges, powers, obligations and dudes hereunder.
If Dade, not fewer than 24 months nor more than 36 months prior to the
expiration of the First Rentwal Termt'shall have given to the CI1W a written notice, In
the manner. 'specified In Section 1303 hereof, of the election by Dade to effecr a
second renewal of this Lease, and U immediately prior to the expiration of the First
Renewal Tam, this. Lease shall be in full force and effect and Dade Is not In dd&dt
hereunder, then in that cue . upon the expiration of the First Renewal Term, the
Second Renewal Term of this Lease shall be dieedvp—' The SecorW Rem" Term of
this Lease Amil be.,far an additional term such. that OW aggregate of the Initl4t TCM1
the nfa Rwa" Twm and te Second Renewal TerW f AW *W -RM.
AL
03- 509
or
1 100 -ts 1301
4M
Date sW be 90 yews. As Sam as Cm venient after the commencement of the Second
Renewal Tam, the paides to this Lease shall continue to be subject to this Lease
during the Second Renewal Tem to the extent of their respective rights, privileges,
powers, oUlgadom and &MO hereunder. Dade and the City agree to join with each
r other- in' the euraoutiau. In. COCW&MC form of a written declaration stating the
expiration date of the Second. Renewal Term
KA
C �7
001 TR
ARTICLE 51
RZINT, GOVERNkIENTAL CHARGES and OTHER AIMS PAYABLE BY DADE
secom 301
Payrnmt of Rent Govertirnental Charges and Other Sums Payable By Dade
Dade shall pay Rent, Governmental Charges and all other sums payable by
D&& pursuant to this Lease Promptly as and when the same "I become the and
payable In lawful Money of the United States of America at the times, places and in
the manner as provided under applicable law or this Lease. Except as expressly
prodded under applicable law or In this Lease, the amount of Rent, Governmental
Charges and all other sums payable by Dade pursuant to this Lease shall not be abated,
reduced, abrogated, walved, diminished or otherwise modified In any manner or to any
extent what;0CV9r-
Secdca 30 Rent.
(A) The Rent. "I be comprised of the First Rent Component described in
subsection (b) hem -of, the Secoing Rem Component described In subsection (c) hereof
and the Third Rent Component, If any. described In Subsection W.
(b) The first Rent Component shall be SIAOOO per arrwm, subject to an
annual Increase or decreas%, as the case may be, as provided In this Subsection (b).
Beginning with the secondfull Calendar yew after the Rent Commencement Date and
for each year thereafter &,rjrq the Term .of this Lease, the First Rent Component
shall be increased or decreased (but shall not be decreased below $134000L00) by
seventy percent .(7095) of the result obtained by multiplying $130,000 by a fraction, the
numerator of which shall be the di(lerence in the Consumer Price Inden between the
first month of the current year (or the nearest reported previous month) and the first
month of the Base Year hemit6dow defined (or the nearest reported previous month),
00
ad�nled an a orgdsicht b". fja'the earlier of such kWe% -dates W feft. dtanges
46
2M
MS.
509
H
.11, 100 is 13M
made by the Department of Labor in the method of determining the
same occurring
prior to the later of such Index data. and the denominator of which shall be the index
number for the first month of the Base Year (or the nearest reported previous month).
The Base Year for purposes of this Section 301 W shall be the first IWI calendar year
after the Rent Conimenicement Date.
Dade shall pay monthly Installments of the First Rent Component based upon
the Fl . rst lkt;nt'&rponent. as adjusted. for4he previous calendar year. The City shall
compute the actual adjiustment with respect to each year after the close of the year
and the balance over or under the estimated First Rent Component for such year shall
be promptly paid ID the City or credited against future Rent obligations of Dade, as
the case maybe.
The Second Rent Component shall Increase from zero to $130,000 per
arumn Increm entaRy or In whole, upon the occurrence of one or more of the following
,
7
eventst'. commencing with the next monthly payment of Rent due after such event or
(1) the Second -Rent Component *.all Increase to $30,000
p!r, annum upon achievement of M Occupancy of the
Qualified _%wce;
the .5econd Rent Component shall Increase to $100,000
perarinurn upon achievement of 75% Occupancy of the
.
M
vy
Qualified Space; and
(lit) the Second Rent Component shall Increase to $130,000
per annum upon achievement of 90% Occupancy of the
Qualified Space; and
H
03- 5011P
7
03- 5011P
03- 509
oriLM M
(iv) the Second Rent Component shall ingrate to j150,000
per amen connmencing with the first payment of Rent
_
due In the fifth full calendar year after the Rent
Commencement Date, without regard so achievement
x
of Occupancy of the Qualified Space.
L-..
es of this Section 302(c) and Section 602 alone, G) a reent a of
For the purposes pe a6
•occupancy" of the Quattiled Space means that percentage of the Qualified Space for
41-7
which tenant lease& have been signed and tenants are either in occupancy or have
commenced paying rent and (I) "Qualified Space shall mean that amount of tenant
space in the Trade Center that remains after dedxdng the space reserved to or for
the benefit; of: Dade and that reserved for special services and facilities all as
identified on Exhibit E hereto, as the same may be modified from time to time by _
.. _ agreement oi•-the •parties. Dade shall use Its best efforts to promptly lease all the
Qualified Space grid to report to the City monthly ie&" writing of its pevgress.
ir:. The .�Secotd =_Resit' Component shall_ be' stbject to an annual increase or
decrease, as the ease:may.be, as provided In th 'PAsecdon (c). Beginning with the
sixth full derdar year following the Rent-Commencement Date and for each year
thereaf ter.: dhtrttig• fere Term of this Lease, theSecond Rent Component shall be
_
shaU not be decreased below 6130,000), as the case may
increased or•decreased(b.ut
be, M'sev � tns) Of, the rei dt� �by mdtipyring. S1 J0.000 by :i
1
fraction, theof which shall be the difference In lire Consumer Price Index
-Atimerator
between the first. month of the current year (or the nearest reported previous month),
q
and the first month of the.Second Base Year (err the nearest reported precious manth),
,-..
adjusted art aooaistent basis to the earUer of Stich Indent data to reflect NW.dwges
.bli_ ,�etarerrl�ad. Labor in the' iewdtod at drtesntinirhg lire sane oodu�rr_ing
03- 509
• t I LIE K I .Mi
number for the flat month of the Second Base Year (or the nearest reported previous
month). The Uc xW Base Year for purposes of this. Section 301(4 shall be the fifth
full calendar year after the Rent Commencement Date.
w_
Oade shall pay estimated monthly Installments of the Second Rent Component
�.. In the manner In Section 302(b) with adjustment alter the dose of the
calendar rear.
(d) Should a majority of the Qualified Space for any reason not be used for
Trade Purposes In arty calendar year after the fifth calendar year from the Rent
'j
Commencement Date, Dade shall pay to the City the Third Rent Component, after the
dose of each calendar year the City shall Pcompute the Third Rent Component based
on the fortmuia set forth below and the Information
provided to the City by Dade
pursuant to Section 402 and said amount, if any, shall be promptly paid to the City by
�* Dade. _
The Third Rett Component shall bean amount equal to:
W the Fiat Rent Component for the calendar year in question (as
adjusted for any Increase or decrease of ter the dose of the year) divided -
by the number of square feet of space in the Trade Center reserved to or
for the benefit of Dade, as set forth In Exhibit E to this Lease,
'X Less
(u) the Second Rent Component for the calendar year in question (as r
adjusted for anry increase or decrease after flims dasee of. the year) -divided
by the number of square feet of space in the Qualfled Space,
Multiplied by
(Iii) the number of square feet in the Qualified Space not being used for
Trade Purposes In the cdendar year In quesdoru
s�. W Except as provided above,"Dole agrees m pay the Rant In .equrs. monthly
V•
Ir stalleiein s In aararrore an the first day of eadh WAnth of tesr the Rent'
03- 500
100 ts 1306
Date, as pre"ded below, and thereafter d rhe j the Term of true Lease, payment of
Rene shall be made m the City accept that so long as any of said Revenue Dards of the
City shall be outstanding, Rent shall be paid to the Trustee, for the benefit of the
City, at such office of the Trustee referred to In Article I hereof, or at such other
office of the Trustee as the Trustee may froah time to time by notice in writing
Inmate to Dade. Payment of Rent shall commence upon the date (the "Rent
Commencement Date) that Is the later to occur of
(i) issuance by the appropriate local governmental authorities of all permits,
licenses or approvals Bary to ensble Dade to legally aomnhenc�e
construction of the Trade Centers and
(H) the first day of the 'thirteenth month following receipt by Dade of the
written certificate of Architects ref at.. to in Section 303.
Dade agrees to diligently and promptly apply for and seek Issuance of sald permits,
licenses- or approvals; and failure to do so shall result In the commencement of the
payment of" Rent upon the occurrence of the event set forth in item (if) above.
A soon as may be cowerram of ter the Rent Commencement Date, Dade and
the .City. agree w join with each other in the execution, In recordable form, of a
written dedarstfan In which such date shall be stated
If the.City..and.Dade doll "be unable to agree upon any matter related to an
Increase or decrease of Rent pursuant to Section 303(b) and W, and such matter shall
�T v�3r_liq:.
not beresolved wr[thlri f0 days after agiven notice describing the matter has been jivby
ry ,�, .... ' ..
one party to the other, the matter may be submitted by either party m an Appraisal.
Settlai 303'Cave•nnentai C+artees.
(a)" '. Payment of Governmental Charges.. From the date of this Lease and
condndnj for.the balance of the Tam of this Lease, Dade shall pay directly to the
_ .. asesslrcg' irodi► the total amourst of any and all Governmental Charges
r ;that e'Ira d rtAii Lease.. b_ a w it persd or arawed. ugen-er
03- 509
ff
Orr 10820 r. 1307
REC
against the Ot d Premises and the Trade Center, within 30 0,,. after the date any
such Governmental ChmSes, shag be payable but before a penalty or interest
ccwnmafc" 10 WCM for non-payment thereof. U such Governmental Charges are not
separately assessed but are assessed upon or against the Land or all of the
improvements thereon, or both, Dade " pay 103 fair -and equitable portion of such
Governmental Charges =mprising ad valarem taxes based upon the portion of the fair
Land and All Impnwements thereon represented market value of the Lw re ted by the fair value
of the Dernised Premises and the Truk Center and shall pay such Governmental
Charges comprising assessments based upon such other f aknors as result in a fair and
equitable apportionment under applicable law. Dade may arrange with the
governmental or assessing authority for the payment In Installments of any assessment
against the Demised Premises and the Trade Center or Its part of any assessment
against the Land or the Improvements thereon, or both, provided Dade can make
arrangements satisfactory to the City with the proper governmental authorities for
the payment' Irl 4id �or sulmandally equal Installments prior 10 the expiration Of the
7
Tem of this Lem of. the full mmw of such assessment payable by Dade. Dade shall
not be In default under this .Seddon 303(a) It Dade falls to pay such Governmental
Charges'while cwteiting such Govenmental Charges in good faith by administrative
or legal proceedings, =n&wwd pnxnptly.
(b). A,rpordanr+sent of .Governmental purges. Governmental Charges for
the calendar yew In .-Mdcb* this Lease c*mm P, c P - shall be ousted and apportioned
between the partle: . sAwe as at the date of this Lease. Governniintal Charges for
the last year of thi.Tem'of this Lease "I be adjusted and apportioned between the
parties hereto as of the date of expiration of the Term of this Lease.
Section JON
Union ohm 4. igeeed between the City and Dow in
cost ".pay for all beat,. p014 water, gas and any and
. . . . . . . . . . . .
raw. ..... .
-Akt:
03— fi'o 0 9,
nkrEr 10820 K i 3G8 _
y _
ail other services used on a in connection with the Demised Pi en+lses and the Trade
',7
Cents. x&,/T7he . City shall, at its ,:pease, provide utilityq sewer, water and like
AX
cshe• Trade Center on the Danised Pternises at the street level to the
�sririatt ciie,,am of the Trade Center, as shall be set forth In the Plarx and
.L �'T�•�p Wl�:..
wh%y.�
n.
a
�; '¢: Vim. _•'!!-•re's d.� _� W%
. ,��
7
J C 100 n 1309
ARTICLE Iv
!Y use
Se cdon 401 Cho CbUxatiors.
The Parktag Garage shall have parking facilities for at least 1430 automobiles
't": and the City covenants that throughout the Term of this Lease it shall use the Parkins
` Garage or cause the Parking Garage to be used for said purpose.
.: Section 40 Dade! Obligation.
Dade shall use Its bat efforts to cause a majority of the Qualified Space to
kkbe used for Trade Purposes, meaning purposes related directly or indirectly to
international banking, law, finance, insurance, transportation, commueications,
government, technology. trade, tourism, Import and export business and other
international business and activity (" Trade Purpose!'). Dade shall, on each occasion -
after the fifth calendar year after the Rent Commencement Date that rentable
Qualified Space becomes vacant or shall be due to become vacant within thirty days, if
less than twenty-five percent of the Qualified Space is then used for Trade Purposes,
notify the City thereof, and thereupon the City shall have the right for a period of
thirty days after such notice to lease in the name and on behalf of, and for the benefit
At
of Dade such space for Trade Purposes to reputable tenants with sufficient net worth
to pay the rem thereunder, on the same terms and conditions as other occupancy
leases In the Qualified Space and at an economically feasible rental; which shall be not
lea than a% of the then current market rate for new commercial office space
tenants in the Trade Center. ^ade shall provide_ written reports to the City of its
marketing efforts and procedures, proposed and actual rental rates, lease negotiations
and execution of leases, tenant names and Information about tenants ant such other
information. as the City may reasonably request to,deterrNne whether QualifiedSP+ca
«`= des; shall be
has '-'bahig•4wad::for .Trade Pu .Suds==RPo<'a- gjM-.monthly
A.
is �� �.' x `rr �.`w ' �y•F.: •• .. .lM• � iee'i:_ v 1•S'►��.'`a.+3•=���• _ ., •.
y.••_' a�. •• .4 •. y7
W100 M1310
ump the Qualified Space readws W% ocajparwy, as defined In Section 302, and
Mcs"Ily thgmdtor. In dcterndrJag stwdw QWUled Spam has been used for Trade
Purposes in a=rdw= with this Section 4*2, the wmm of the Excepted Spam that
is used forjtade Parposes may be substituted for an identical amount of Quailfied
aa'that Is' not trst'd far Trade Purpoia. The City's sole remedy for the failure of
Sp
7:
-
-D k f0 Wrrrpiy with tM use provisions contained In this Article IV shall be as provided
herejjkjlsa+re and In Section 302((0 of this Lease.
:tow
A
7.1
03- 509
•� 10820.1311
ARTKMZ V
Section 101 Plans and Sthecifieadlons.
(a) Preparation and Delivery. Promptly alter the execution of this Lease, and
the presentation to Dade of the plans and specifications for the Parking Garage (the
-Parking Garage Pl&WX Dade shall cause the architects to develop final plans and
specillatio s for the Trade Center (the `Trade Center Plans•). Dade shall deliver one
Copy of the Trade Center Plans to the City without expense therefor.
(b) Approval. The Trade Center Rana shall be subject to the approval of the
City. The Parking Garage Ram shall be shdjea m the approval of Dade provided,
however, the approval of. Dade of the Parking Garage Plans shall be Whited to its
- =
determination of whether or not said Parking Garage Rare comply with the standards _
for the Parkiiig Garage iet forth in Exhibit C attached hereto. H Dade disapproves the
Parking Garage .Ram as -not coenfonnird with said standards and the City does not
concur with saki .determination by Dade, conformance of the Parking Garage Rana _
with sale-.starndards shall be determined by the .majority decision of three qualified
independent : engineerschosen and compensated in the same manner, and whose
_
•
deternitnation shaU have the -saw force, as an Appraisal.
.
(c) Change s.• _Dade may propose changes or additions to the Parking Garage
`
•
Plans to change the•arc hitectural and aesthetic features tkhereot IrtArder t,o meet the
-lid
special needs •of . any- special design of the Trade Center or to hdraonkze the
.=
appearance of the Parking Garage with the appearance of the Trade Center. If the
City determines that said. c hanges or additions to the Parking Garage Ram are
acceptable a the City: It.stall Inform Dade that the City cmnsens to such changes
and addtioat styrrldedDade dud enter Imo an agreement with the City Pwddtr, fen ' -• =. '
'
.
• ` jalldtiars In the •Parking Garage --Planar •ai OF@ --ad 6P tkls!
.�#
ph,
..�.
•-:'' �f. -
Vis•.
.• ; �::,.�. ..�
t
jr�
ff r 1,00
WA.
• City, andperforwiliq the 9XV& cork Involved thereby at the sole cost and expense of
Dade, and otherwise as pmvtded In $ecdon 510 hereof..
Section 302 Cmwtructfon of the PwkIm
Unless prevented by events or omiet beyond its reasonable control. the
City, at Its an 0-4 espouse. " commence as promptly as possible after approval
by the City and Dade, and any Leasehold Mortgagee of the Parking Garage Plans, the
construction of, and shall thereafter crillgently pursue to ccm pletion, the Parking
Garage and the facilities appurtenant to the Trade Center located within the Parking
Garage as per Exhibit C. The structural members, footings and foundations for the
Parking Garage shall be capable at supporting, the Trade Center and shall conform
with the standards therefor set forth In Fxhlbit C hereto attached.
Section 30 Caretructiom of the Trade Cents.
Unless prevented by events or occurrences beyond Its reasonable control,
Dade, at its Cost and WVMC, shalt conmence as promptly as possible but, urden so
prevented,' ties leer `than+ 90 daps miter receipt by It of written certMewdon by the
Er,
V Architects Out the construction to be pe dormied by the City pursuant to Section 502
has prog"ed to dw.acterst that, Dade an been construction of the Trade Omer,
and shall the maiter diligently - pursue fa coenpletion, the construction of IM Trade
Center. DurkS..cogwamcdon, mcmary precautions for the smieguwling4Oi , the
Parking Garage.'and the OPOafiM Of can and the movement Of People In and "ft the
Parking-Garaj; '"'be iniiin-by Dade at Its eqmm pursuant to the
gM It is Path* ated that construction of the Trade Center wW
X
commence an November 11' 1191 and that the Trade Center will be substantially
.
completed an or bdore October 34 1983.
3 1
5.09
Section xm Manner of LEN C;onoffar4e With LSWS and ROOdSOW16
Mw7"tk. provided W in Sections 302
and 303 shall be done
ki ivithihi
pwwfg Garage Fq
3 1
5.09
off M tz l 3! 3
Center Rans _d the requirements and eeEu dons of the valvas dePartmhents o! any
governmental authorities having ju UACtioa in K+Pea Of such =MtenhetIOft Provided
such requirements and regulations are Part at a oempcehaslve scheme of regulations
Of gexral appllcabliitx m likepropertr In the Ci of Warehi.
• � • • City My such work shall be
subject t01IMPection and appeoval by the Ardniso Itaetr. In case of the filing of a notice
of violation of any 02 the reguladans of any VvCM hemtai department in eonrxction
with any of such work, the Party to thb Lease repoesibte for such work, at Its own cost
and- expense, shall do- all rhecessary things and Work In order to cause the same to be
cancelled, and Wan the completion of the worir shW obtain all eenUICates required
` fraa said department in respect thereof Provlde4 however that such Party at Its own
Mt and qF esl, SW have the right In good faith tp contest the validity Or legality
of any notice of violation filed with respect to said work, and
.. Ping such Contest
actively conducted by such Party, the with with the requirements of such _
notice :hall not be deemed a defaudt on -the part of such Party under this Leasei
Provided. further, that such Party Shall Aahre;.tuentslhed to the other party lodmWty or
se 8rity of an amount and idnd. reasonably sawectory to the other Party which shall
seesere It against any lass by reason'of wn-oormpilarnce with the ro eemenes of such
nodes:
Section 303 Utes.
Neither toCitynor Dade shat! Pettit the Caamela nwt Of construction or
� .the Land at .. , •.��-•;t.:' `-:.. .
dellrery to cry materials under a'Contract or wboonttaet made by or
Y _N
for It, unless ird unts an agreement or agm4mutts in forth satlsf
aetory to the other
Party shall have been entered into with the cantraeaors, suboontrsctocs and
materiaimen pro ding, to the extent requited by the other. Party and tf adorceaMe
under applicable law, for the waiver of the right to- Me medwdcs' or matertalenen>s
•, tiers against the Land, or any Part *MV04 or amy.I_*overme n:s thereon. Eads party
•:-: hereta,�,,ajrees to.lndenlnlfY and i``x�::•
airh�7nnalatR.,the. either Party hereto from all
.%+,_ '!lit,•-: �::
tib•,-...1• l�i•...'r,• .. . . :,..'•
�f�rvti r• .�,r. :���� •' .. -j Vii•:: •:. �•:.• .. -' •• ;V•
_ ..•7S•.�!..`!1.�s1�'• a �liw••e�..,•tJ•:.��i�re�"�'�'.•:_'• �ti:.:i�-..�
,03- 509
:s
` enste"ment or other s (X&r hens, including conditional $ales
. medhaNes;
agreeenahts and ehattd mortgages, whidt may arbe out of or in oomection with any
such contract (for work performed or material furnished thereunder) made by or for it.
in case either party hereto shall fail or neglect to satisfy or discharge or cause the
eanceiiatian Of cry such pen arising under or in connection with any contract made by
or for It, by bonding, Payment or otherwise, within 90 days atter notice from the other
piny hereto, such fallure shag oorutitute a def&dt under the terms of this Leases The
a party Thereto not so in default may satisfy discharge such lien, conditional sate
agreement or chattel mortgage by bonding or payment, and the cost thereof shat! be
} paid on demand by the other Park' hereto with interest thereon at the prime Rate.
4•_
Nothing herein contained shall be deemed to prevent the party "gated copal/ or
:. discharge eery such sten from contesting the same in good faith if it shat! fuenish to the
- ; other party hereto a bond of indemnity or other security of an amount and !rind
.;,....in full
satis!actory q rhes pasty
to be indemnified and which will be sufficient to pay
. `,'; _s s L*.. - iR OOrleCtion there
.' penalties, costs and expanses vlthe The
the pest and*
pro�rtded in this
Section shat! be in ad6tion so all other remedes provided by
1 aw or tNs Ltase• ,
et at of the Pa kim GwMe-
,...
-.Udeia prtvatted by fire, lockout, strpce. labor or material shortage, act Of
other dose or casualty beyond ft reasonable control of the
war, CMr�ir';ihostSttla or
r-,- . C 0*. City shall complete
Citj; indridn("+chs, failures to act or dda7z Caused by ado
"-'`- Garage, and the appurtenant facilities for the Trade
the construction of the ParWn6
the City within the Excepted Prerehbes and the parlring
L: Center 10 be constructed by
Garage, not IBM than Febrtiy i. 19929 Peovided..lhosrever, that the foregoing
ar
to completion of construction by the Citi► shall not be applicable to
provWon.rdadr�g eempi •... .
- r from the standpoint of the construction of the Trade
work. Walt"
is itoR tiecess!ry : -
Cextter, snd+ tNne, and b to sudh viwk the Ch1► shall 4t+
std
_-.- , Tie�E:1- •Y�'�•.kr7i.Zlli.`iR �'!••'��F. �.l
03' 50.4
ErrIOU n115
prevented ne d the causes Me' a to above, at such time or times as shall be
necessary in order to Wold delaying the use and occupancy of the Trade Center, but in
no Want mace than d months alter the February 1, 1962 date as It may be extended to
a later date in Conformity with the provWoa of this Section "L In case of failure t -j
Compku any Itch Construction siddn the applicable time specified above by reason
of oily cause beyofrd its Oona , the City shall have the same completed within such
period the matter as shall be equal to the time that the City shall have been so delayed
by any or all d said oases.
Section X7 Effect of the Myt Failure to Complete Constnretlm
it the City, by failing to commence or to prosecute the work of Construction
to be performed by It pusuant W Section 302, or by falling to Complete such work as
provided In Section 306, shall prevent Commencement of the construction or the use
and omupancy of the Trade Center as. provided herein, and within 90 days atter notice _
from Dade to the City such failure shall not be Completely remedied or It sud. failure
Cannot.be'amedied within such period and the City fails to Commence a remedy,
diliga idy pursue the scene and give adequate assurances of such action to Dade, or If
the, City for any reason shall taut to fully Complete Construction of the Parking Garage
by the' date that Is 26 months subsequent to the Parking Garage Completion Date, then
Dade.mq_eleet.by notice to the City to prosecute the work of construction of the
'.�?L:::�-iti 866x-�.�Yi'r•: _.
Packing Garage so regulred and the. City shall reimburse Dade for an their charges,
'' Costs and-er�ahses.therctotore or thereafter paid or incurred In connection thmwith,
lndudng any and CII suns paid by. Dade In or. for said Construction and any and all
sums required to re paid by Dade for money borrowed In connection therewith,
Indudng, but not limited to, Interest, discounts, loan fees, and dosing costs. If the
City has rot fully Completed the construction of the Parking Garage for any reason by
the date OW Is 24. months subsequent to the Parking Garage Completion Date, and If
ilected to Coimpfete' the construction of the Parking 'Garage In
03— 509
prr
flR7n , 131'6
amrdanft with 06 3MON4 Om D&* m4Y terminate this Lean but only by written
MUM 10 the City given not less than 214 months nor more than 26 months subsequent
to dw pwift Garage Completion Date.
swam 3W at" Codracow.
Dade
sledges that It has received a copy of the Turnkey Design and
Development Contract By and between the City of Miami, Florida, and Miami Center
.0,
Assoclatest, InC4 a Florida corporation, dated as of 1980,
which provide, for the construction of the Parking Garage by said Miami Center
Assoclates,'izfor and an bdW of the City.
Section 309 Dade's Failure Timely to C',ommenoe
or ComWili Canstruc*m Relinburs-inan of WAG Funds.
Db&'Cmnwm and agrees that U the City Is not entitled to retain any UDAG
furmli igicid to be paid to the City under the Grant Agreement referred to In Article
XI`s"Lore anti must refund the sane to the United States Department of Housing
;Mr.,,;; tent or'U the City loses its entitlement to said UDAG funds, In
eltherfcase'as.,a cw"UOKX Of Dixie's acts or omissions with respect to the
conumake"A or: completion of ca is ctian of the Trade Carter or the Parking
4
G reimburse the City for all of said UDAG funds (1) which the City Is
to such Department and (U) to which the City loses In entitlement.
0 Hans and Charges.
ag. that It will came Parking Garage Ram so be prepared for the
a 1430 car Puking Garage capable of having a 600.000 gross square
foot brdld41611t upon accordance Itt all in with the standards-set forth In Exhibit C
A
of this-Losse, -The City will deliver to Dade, not later than September 1,' 1930,
strhrctural pleura. for the
Parking Garage, Indisding* the foundation design and the
Auch plans, specifications and, design were based, and find
tlhe ForklagGaragerot later thaoitwain* 3,11991.;-
A
4i
03- 5W)
J&
W-C1OK13�1
Dads shall hwe the nicht is usdly Ow City Of any dwVCS or addtlass it
wkhm is maks in such P"ft Garage Plaml Providing that such dhan es and
additions MW not
impede the aonstru"Wn schedule. The City and Dade wdii agree in
writing respectltdi sudh dwga and addtiont, Incuding the price therefor, m4
such nark is tib be dont by others, the +homes of such other and the time ' schedule for
the completion of sigh tonin. In the event that the Chy and Dade cannot agree on the
price of such Mork, the qty MW cause such work to be performed and the price
thereof MfU be determined as provided in Section 101 (b) hereof. The funds for any
such change or addition as finally agreed upon shelf be paid to the Trustee or as
otherwise directed by the City.
Dade shall deliver tri the City the schematic drawings for the Trade Center
not.later than April 3, ILLI.
03- 509
•tet+.l
.
•i�I�� % �
. �.. _ ..
- �
l.y y�i.
''Y
•r
_ice
-
wf
fi —
� �
� � i•�• - {'.:�4� .�. ;�
.:��►:'ry.
03- 509
V 8
LWn
w I
CWMATIM Mz AWt
Section f0! den and Mairrtena of Trade
Cad% atter caws% tion of the Trade
+~ Lease. at la own cost and Center and dwriq the Term of this
ems" Shall keep, "wa1e and maintain the Tr
�• In good order, conation and ale Center
repair. normal weir and tear and darn
casualty or tail as Sre by fire and other
3' provided In Articles YUl and IX hereof excepted@ similar to first
las fadUtles in Prime a mmarciai office locations M ma or cities
j dsewhefr in the
United States and in conformity with all fequirements of the law and appllcaWe fire
yci underwriting and r&tfrg
eegilaUns. oDade shall snake and enforce reasm We riles and
,{ Mgulatiam of general i application for the wPervislorh, control and use of the Trade
Center. Such rulesnd a
regulations and any amerwknent thereat Shan not be
unless the Sam effective
e are hest subrNtted to she City for its r!vlew and coreuehent, but such
c:ceder and comment shin not be
unreasonably withheld, qualified or ddayed. Cade
shall
Pill or. no waste or injury, and shall promptly. and in such m
WO not Interfere with the maim' if Po+sible, ere
eruancq, Operation and use of the Parid Gar
make all neC!liNY yrs and replacements, structural« � +6e•
Trade Center. ANsuch eoerstrtuctionreplacementsotherwit�' in and so the
' crud rlpalrs shall be of Mgh
t _ quality andof the standard WUeaWe to buildl44P of 66
type.:
Sextioa f022escadon and Maintowroe et ParWet ane,
The City, after construction of the parking Garage and du
Lease at its own cast •and Term of this
euPense, shall keep, operate and maieltaln the
Garage and all fadllties therein, inductPauW�
ng thaw apPurtenam *0 tl�-- Trade comer, in a
first class manner in good order, conddtion and repair, normal a„er and tear and
damage by fire and other easuuilty or taldng.as podded In Articles VM and IX hereof
excePted, similar to tia1t_ class paeWN facilities In
prime eommerdal office locations
` •. !n major dtles�eeM�eee in the United States and in eoretq�j -
' :':�;:' .'. -~�• •. :.war ;,J•,• pf4.as -:•. }�
'� ` � • C +�?� - : kt'`�^=? :'f[, • .. rte.
:x' . � � yrs • `. Jr•
4 C.
w
Aq— N09
",,,rC 1060 is 119
of tlh. Is% A qpU=M* fire underwriting and rating ngidStiOnSe The CIt'y akhall
make and enforce reasonable Met and rViladom of pwd 8WICStjon for the
Overvislon, and use of the Parking Garage and such ladil ties therein. Such
n1161 and MVA4dM.WW MW WnWMknOW Owed SW not be effective union the
same am first-khedi6d 0 Dade for Its review OW comment, but such review and
comment "a rat be UnreucrAMY vid"d, qualified or delayed. The CItY ShAkU
•.wstq`a�,it�juerr
and SW Promptly, and in such manner as will not Interfere
w1th't6.'WWiiffWMWq operation and use ad the Trade Center, make &U necessary
repairs and tZoa 66�Wb*'Strwtural or otherwise, In and to the Parking Garage and
such f adlitles .*erdf6 - AS such conservcdon work, replacements and repairs shall be
L:
of NO qtsallty-w of the standard a"UcaMe to "dings of this rnw-
94c" 60 Dralam CUMJmwdk&IM Side
Tire' Trade Gaffer *Ali be kept waterproofed and drained by Dade, at Its
into 1WqW-Trade t;,it" 1. drat system.so *,at no waters Uqtdd or waste of
CXPCM
ot6.
any` edfih W -r a- �—Eft rVitae penrhttted fa drain or I** Into the Parking Garage other than
mot and apense, keep ft entrances to, and the
sidewalks,' ' and do fronting and ab%ftn& the Land tree and dear of
st ances and of any *WrwcUon to the free and sale use
condroxxisly maintain, and promptly repair or replace
or MWWroadways and curbing, as netesary.
s.
Flow lA@d&
Dade aih file Citi►. will not sutler, allow or perndt the loading of any floors of
respectively;;"-t-Tr*M Center or the Parking Garage or any portion or portions
thereof, beyarid jhj'11046 W,:h the same will seedy v4vom
V-1
-z'
03— 509
WOM K13GO
• SaCtNe s��er"s- Ot1�1exaOM Mgeefal�-
tlh. qq► and not UN or ko"4 or Permit to be used or kept, in the
ParWK Garags - or in the Trade Center any oils. ahateriais or substances of a
tiacnnhabM or exptoslvs nature accept to a000rdahos
widh the rules and regulations of
t e hoard ai Pins - tkdervriters or those of 40hodsed p "C authorltles having
j xlsdlctlon.
Section, 606 pdault In Operatfan Or mainte-nmmm-
?_- ' Jught .0 Effect Coiappance,
H Dade of the Ga (reierred to in this Section 606 as the Defaulting Patty). at
the Terra of this Lease, " jail or neVect after 30 days'
any time or times during aritiK P+,rn) to
notice iron the other (reitered to in this Section 606 as the
take such action as malt
be necessary to plea it: eespeetive iadlity In eoehhplianee
with the requirements of Sections 601 theo o 6014 the Non-0efaclting Party shall _
and rennedies, Including O"t Provided in
have rt�it, in'addSonrto ap other right: .. . _
racks, to enter int*
'authorised. on not less than dwcc days'
Article
and B herehi_ uch airs thereto or
the otherlc ta!II! and every Part• thereof, and: to maks >
awith Sections 601
rr tlheteln. or to perioan acts in order
to dies aocnpune
- be reasonably necessary, and the cost of any all such repairs
through 60 , as char
'T^=' d the Defaulting
- - : awting. Party as alor"Ot shall be It . by
made ,by the 1Won-Oes ..
ply on descend. arith interest thereon at the Prime
Pam to the Non'Oei
tW Rktht too COMss't•
have eight m'contest such violation
The DeisultiK Party shall. however.
`roceedinp conducted Pro!NMY and at Its own ezPense. In its
legal
In good faith by„a P of legal
the
etaulting Party. and Pawed
'
nam or *At A IM .Nona - - , .. . aha>< dhe
..%.i
li.sh!n' `the, effect st such riolationy►-
.,.
iffidOtAr a&
P #�t:-.�►_.^,.. ,; .K . • - - to niter
°n,�
�' `' tM 1lots�Dst+WtfK Pletp�:ba set tooth ..:
.
.`.�
•
�••' x 1 ate. � ` J. - ..� ��.
�i
��,h{{+�''
• A��� '"+.moi '.• '�.'t1} S' s'f,/1- }-�1.� - • 11Fir'X+a'.S
- �i r T� • Si �5� i�1-_ l'
r
-rr •V�
f,.:ti-
f .. .•���-�:1�.�.9y�..�...
`-�
-`,�•
.'. a Al 4ir'�IF'r _iK't ;}•� •-�•w�i'yi•fj: 'r.,•',� .
:i
I�i ram �:
SEC108�i rip
13L 1
{
--_ _ Into Ow othc. sa gitr and to make repairs ar to perform other acts, Out the befaWting
' Party shall furnish to the Non-Defaulting Party security of a kind and amount
. satisfactory to the NoriAMaulting Party VAticient to Indemnify and we harmless the
Nor,Odaultbhg Party from loo or damage to It which may arise during such contest or
irom.falture of the Defaulting Party to perform Its obligations when the
" contest Is ended
...Sec" iOy: Alteratioro to Trade Centel:
Dade shdl not, widout the pdor approval at the City asset forth Wow, make
any structural changes In the Trade Center or changes, except minor changes, in the
exterior appearance of the Trade Cemgr or in the entrances, exits or passageways to
and from•tfic.TradieCenter. The pians and specifications showing any such writ shall
be submitted and subject to the approval of the City to the same extent as the Trade
Center Plana are subject to such approval pursuant to Article V. All such work shall _
p be done sok ;expense of Dade, undo the supervision of an architect or
*•, engineer SaIhfkcibi to dw City f_or such'purpose, only in accordance with plans and
'spedficaliw !hest submitted to and approved by the building department of the City
of hu tfie ether sorernerhenta[ authorities having jurisdiction thereof, and in
accordance' aritli•'shidh rules' and i4dauars as Such
goverrrrhental authalties may from
time to'tjroe make. ': igacd.theieoo."The peovWons of Artlde-V shall be applicable to
!�
an sudiaiao`�to. arty changes,"altesstions and improvements which do not
requtie ;the. al ;of'the'Citr except that waivers of liars need not be obtained In
., as .. „� 'ems Y'-' •:. ... �..... ;• ..} •.,�_..i '_ ..
advance by Dade f mm contrwtocs, subcontractors or matedalmen In connection with
any -chance, alteration or Improvement If the cost of the entire amount of work to be
performed andniaterials to be supplied in connection with such change, alteration or
improvemints -not exceed is of the replacement cost of the Trade Center as
-:� .the lewrrhte.theeeof_ _� -
ta
r rp4
03- 509
ts r
arc! is 122
38MIGO 60 Alterations ftft!MwGw11
The MY may make any aitcr&UOM or duftes in the parking Garage;
provided, however, that the City *Ali obtain prior Witten approval of Dade and any
Leasehold Mwqqeg to any alterations or dwrSes which may of MH materially affect
the appurtenant dou of D&& as described in Extibit 5 hereof.
Flans and
specifications for any such alterations w
changes requiring the app
roval of Dade and
any Leasehold Mortgagee as above provided, and Showing such proposed alterations and
charges, shall be submitted and subject to the approval of Dade and any Leasehold
Mortgagee to the same extent as the Parking Garage Plans we subject to sud,
9VPf*v4I pursuant ID Article V. Ali such work shall be done at the sole cost and
expense of the City, In accordance with the Plans and specifications first submitted to
and approved by the building depwanew of the City at AUSMI and Other govemnental-
asthoritles having Jurkdction thereof, In accordance with such rules and regulations
as such governmental UtthOdtla may from time 10 time make In regard thereto.
Section 09 HIM b-O—wff wamw with Parldew
The work of Coast Wdng1 10111POCtinge MaIlItainialle repairing, mitering,
changing, Improving or renew ng the Trade Center, the columns, foundations,
substructures or other work, or any part thereof, or I any of the work performed on the
Land by or for Dade, or any tenant of Dade or any ooarpant
of the Trade Center or
any part thereof, shall be performed so as
not in the opinion of the City (reasonably
exercised) to endanger or to Interfere materially with the parking Garage operations
or to endanger or interfere with the use of the parking Garage by officers or
employees Of the City, Persons parking in the Parking Garage or any other members of
the general public in or uslag'the Parking Garage or of People. using or occupying any
other part of the, Excepted Pmmlses or entering or leaving the Low or any Part
arrange and Perform any and `at work accord4y. Vhasever
03- 509
arr
rac 10 0K133
any work se—, be likely to Involve the operations or safety 0, the persons, property, Or
V111111C 4M or about the Land, such proposed wwk shalt first be submitted io the City
and " be performed at such times and In Such manner as In the reasonable
dOtOrlidnadon.of the City, shall protect the safety and the riots
and privileges of
such 41043P OcWanU . and other members of the general Public.
36cilon 410 NO' rb-blterferenm ulth Trade
Cw4w
The , work
of • eonstrvetiM Inspecting, maintainifC, repairing, altering,
Bunging, Improving Or renevirg the Paddftg Garage, the columns, foundations,
substructures or other works Or any Part thereof, or any of the work Wormed an the
Land by or for the -City, or any, tenant of the City or any occipant of the Parking
Garage or any part dumfo shall be performed so as not -in the opinion of Dade
(reascriaNy eKwcbeO 10 endanger or to Interfere materially with the Trade Center
03— _qAQ
operations onto endanger or Interfere with the use at the Trade Center by officers or
employees of Dade,' their tenants or an y other members
cc the general PUNIC In or
ft. Trade. Center or of "e.using or occupying
•
any coter part of the Excepted
Premises -or" enterlrig or the Land or any Part thimfi and the City shall
arrange and pwform'aW and all workacoorlingly. Vhenever my awk shall be ftely
vii
to involve the op"dia'ar, safety of the persons, property, or traffic upon or about
4;-
the Land, such *i6sid'wrk shall first be Submitted to Dade and shall be Performed
X4
at such times. and An such,manner- as in the reasonable determination of Dade, shall
Pj"eCt the safet)�-M4 the rights and. privileges of such Uses, 0 CCuPOM and other
;
members of, thegeneral pubic.
03— _qAQ
I
eirrr.
fir. 100 it 124
AMXUVs
RCURANM
S@c*Qm m malmmumm 01
The City &W D064 each at in a" *0" OW OMPON*, dWdl keep and M&Intjn
the follo" Imuranm
(4) During the cwwtn=md the Pwidag Garage. and Trade
Center, the City and Dade rcqwcUvdy shall have OW keep or
come to, be had or kept, (1) the Parkin` Garage (iWudr%
COMUwdcn Materials an the site WW those j4dUtkm appurtenant
to the Trade Comer located siMn the Parking GaragA and (U)
the Trade Center (indudr% materials to be used In awavuedoW
Inummed for the benefit of the City, Dade. the Tnatee and OW
Lessehold Mortgagee L and other kwreds, named by the City, as
their Interma RW appear, against. au rMa of accidental ftdcW
low or damage 'under. an' NAM Rbft Coverge"WAdme risks
Insurance policy on a --W*e6d Value F~ Ird-cling In all
events
MUapSe
dwriall"N debris removal and Inamemd cut at
restoration endorsements, In. unowm adficlent is prevent the
03 -
City or Dade,. as the Me fasy be, f ram becoming a C*4rwumr
Within. the terms Of MMY Policy or policies, and, In
any event In
amounis not Jew that Ion ej the replacement cut at,
respectively, the Pw.kkg Garage and Trade Center,
(b) The City and Dade, at. their respective comm e, shall
keep Puldng Garage and ft Truk Cwftr. re*wdwdy. kww*d
atter the aartnredon period agalm JM or damage, as a result of
fire; bdlw•mjW;macNwy., . Uwsft'
OL T tz% I
ME
03 -
thereto
BdCM_ entering upon , the Excepted Prankes or the
Demised Promises Its connection with 04 * construction of the
P" ng Garage or the Trade COMW and at all times dicing the
Tam of this Lease, , the City and Dade, as assurance for* but not
in limitation tation of, the provklors; in Section 704, shall provide
comprehood" general pjbUc !lability insurance for promises and
vae and. -'IndWft but,not. 110MI"d 1%
operations, occupw4wo
!7"
t r
0' 100 KITL5
ordin. Insured against frees time 0 time dicing the m- of g-&
LOW In tin CIVY 09 MIM4 MWIds, under Panda Providing for
DAU Me Coverage* for physicil damage or loss, to the anern
that such Inwrence Is generally evallable from imms of
rocesnizool riesponsiblilty est artzed a do business in Florida. Sub
Insurance " be In an smotint wdlident to prevent the City or
Dade, as the coo may be, from being co-insurer and shaU be
maintained In an anwxd not Im than one hundred percent (100%)
of replacement cut of the Paricing Garage or the Trade Center, as
the case may be, as determined by annual evaluation .on the
an�dversary date of the Insurance or by inflation endorsement it
avgWe. Zach Insurance policy shall contain a loss payable dune
In widdi the loss shall be paid so the City or Dade respectively, and
to at additional insureds, n #*At Interests may appear.
-MW City OW Osde igree.ilnst, with respect to my suct low or
damage which Is covered by Insurance then carried by than,
respectively, the one carrying such Insurance and suffering such
Ion rdeam the other of and Iran any and all claims with respect
thereto
BdCM_ entering upon , the Excepted Prankes or the
Demised Promises Its connection with 04 * construction of the
P" ng Garage or the Trade COMW and at all times dicing the
Tam of this Lease, , the City and Dade, as assurance for* but not
in limitation tation of, the provklors; in Section 704, shall provide
comprehood" general pjbUc !lability insurance for promises and
vae and. -'IndWft but,not. 110MI"d 1%
operations, occupw4wo
!7"
nrr
2EHOO r.116
hUartra, IfAgFsnd-t COMT&CUMS, F -d and Apleted
operations, and contractual and personal Injury H"Ity, as Will
protect Dade or the City, their respective officers, agents and
employees, from any and AD dalrus and damages for personal
r4i;ijj'lr#.ory to p0 1 In or death, or damage to any property of the
CIty or ig the public; which may arise out CC or in connection with
performance of any, work or operations or use or occupancy by
Dadi.*.r the City 114 an or over the Parldng Garage or the Trade
Center, as the cue may be, or the Land or Demised Promises.
_ Thi _ciiierage shag 'Include, but shall not be limited to a combined
31 0.1lenit of Ten Man Dollars ($10.000,00100), for personal
.,.-.Injwy, Injury to persons.or death or for property damage. The
iiallcy - c6vering06 'Inrurance- shall be endorsed to cover the
the City or Dade, as the case may be, Under
��MVM-10 other: parte- hereto, and their respective
Sliften
.,PIC
officusi agents and employees, and the oder parties hereto shall
an additional bwjmd wWw 06 policy. The City and
WWSQ jig,4419 siidi imww,,*
and contimpe It In effect at all
times: of this Lew- Uabillty insurance with
and passageways to or duutigh the
f Paeldn< Garage and all jagIties or improvements In connection,
�Md mechanical we
thehml* including' Jobbles, - I fig 'areas. 44
roadways, ramps, stairs, moving stairs, elevators (and PIU and
headhouses therefor) and any other facilities within the Parking
-:.Gwsg* to. be used by Dade and to City shall be kept and
at Bene of the city.
03- 509
N
ficr 100
&EC
11W City and Dadeshsfl, at an times 1M."Oew date of
"mmer-- et Ons"'W"M of the Parift Garage and Trade
Cmftw- e WlcllyY- and &x*q the Term of this Lease, provide
Worlmem' Ce"Offs"On Insurance Protecting the City's and
Dab's respective 11"ty under the fog 30nens Compensation Act.
At all times from the, Rem Commencement Date and
dMing this Tam of this Lease. Dade shall provide. as may
rVAMMMY W required by the City. Ion of rent Insurance
(providing for the P&MCM to the City for a period of up to 2 yews
of an ameant equal to the Rem payable under this lease, and
sprinider leakage insurance protectkq both the City and Dade and
In In SMWAW reasonably necessary to cover any such loss.
W 08dr and the City shall secure and maintain. during and
of ter the construction * per1o4 such comprehensive automobile
liability lnpxwxag Induding non -owned and hired car coverage, as
Will Protect Dade and the City from any and all claim and
dwnajes for pawW lr*uy or death or property damage W my
p OPM ty of the City or Dade, as the cue may be, or of the public
wNch may arise out of or In connection with the performance of
any work or operations done by or for Dade, or the City in
.+3 ootrtectian with the development or operation of the Padft
Garage or the Trade Center during and after the corisnuction
Period whether such work or operations be by Dade, or the City, or
their respective contractors or rib -contractors, orby anyone
directly or kdmctly employed by any of dam The amount of
such Insurance shall be not less that a combined single limit at Ten
Dollars ($10,0AM.20 for lr*" or death or for property
W
03- 509
Du the wmtnctkn 01 the Parking Garage the Trade
Contort impec IvV17, die City shall come its contractors and
subcontractors and Dade shall cum in contractors and
subcontractors to provide and keep in force the Insurance set forth
in wAsections (C) and (to dove.
Section M ftz!2ft bmwance C-6—Mqw—dess O"fas of PencleL
All Insurance required to be carried hereunder shall be covered by a policy or
policies with Insurers of recognized responsibility authorized to do business In the
State of Flodd& A blaf*ct Policy additionally insuring other property or any of the
parties hereto or Insuring the Interests of all the parties hereto may be acceptable
provided the cost thereof can be properly apportioned Such policies may provide for
deductibles rat to exceed IS of the replacement cut of the respective Improvements
as most recently determined by the insurers themot. Each paM will deliver to the
other original, duplicate origins) or certified copies of all policies of Insurance
n*dred under Section 701. Each party will furnish to the other evidence of payment
of premiums on all the above policies; such policies *Ali provide that they may not be
cancelled or modified without the consent of the City, Dade, the Trustee and any
Leasehold Mortgagee except that conciellation for non-lmymaft of premium may be
made after giving not Ito than 10 days written MUM dwfed to the City, Dade, the
Trustee and any Leasehold mortgagee; and such policies " contain a standard first
mortgage endorsement substantially. equivalent to the New York standard mortgagee
daum
Section M Cbtabft bourance iJpon the Odw PWW%— Failure.
ifeither party should tag to procure any insurance required to be maintained
hereunder, or so pay the premiums thwvON the other party may, but shall not be
required to, procure to save xWpoy such premiums and, if so procured or paid, the
1 be dwi'wid payaMe lo such procaft Pyr by the olhw*pwty an
Mcwt...;h
77.
th kd~ at MIND Rate.
A
-7
%
rq r
Igo r6119
,on M kwkwft
Vw CItY and DO* SW 0 all tkn4S indemnity and save harmless, or cam to
be 'n&mnined and Saved har""as, Dade Or the City, rVSPwtlVV1Y, and their
MIPOcdvg Officers, 890023 and a*0709s, from all Ion, damage, expense, claims and
actions whirls they or any of them may suffer ow sustain or f " may be asserted or
Instltmd against them or any at them growing directly or Indirectly out of ICU of Iffe
or . d . amage - or Injury to persons %*wmsoever or property to whomsoever belonging..
Occuring during and In cmwcdon with:
0) the work of the City or Dade, respectively, and their
respective contractors and subcontractors, and their respective
*ffleers, agents and employees of erecting, constructing,
Inspecting, MPAIring- changing, knProving. renewing, rebuilding,
aftering or maintaining, both Irdtlaily and iron time to time
throuemA the Terni of this Lease, the Parking Garage and the
Tradle Center,. and the dde;dk4 ioadways and curbs fronting or
Affi,
abutting the Land, or any part of any thereof, or
(11) the use, toedition, operation or occupancy of the
Improvements and faculdis, on respectively, the Excepted
Premises and the Darasea Premises, Including with respect I* the
Excepted Premises, the areas and facilities therein and In the
Demised Premises chef '�are to be operated and maintained by the
City and Including with respect to the Demised Premises, she areas
and facilities therein and In the Excepted Premises that we to be
operated and maintained by Dade, or
v.
03- 509
0,,rErClOO n133C
OW the CDUOPGQ of 4U or aq
U*Mvmsnu CdOnId to In the foregoft dame (11)
or of any work of the Oty or Daft. as dw case may be, in
therewith wNch mar 000rr at any time w Iran time to
time,
urica. W -the sole nMUger4c of the LidomrAfled party er their offlews, agam
a*oyem
03- 509
36
nk;
03- 509
a:ccI r:i Jif:
AR7X%Z VO
1 DAYAGZ
3acdee 301 '6ameaw to Trft C.ertar.
In the event that, during the Teem of tib Lease, the Trade Cerner, or any part
tharsote shall be damaged or destroyed by fire or other casualty, and a often as such
daemsse or destruction shall occur, and reetardess of whedw or not such damage or
destruction Is eoveMd by Irdurstics furnished by Dade as provided In Article VII„ then
except as provided bdow, Dade at Its own cost and oWehsre, snail repay, restore or
rebuild the Trade Center to substantially the condition existing or required to be
existing (it the standards of Section 602 have not been maintained) prior to such
-4 ' damage or destruction or, In the alternative in such other mariner as may be agreed
upon by the City, Dade, the Trustee and any Leasehold Mortgagee. Such construction
shall be performed substantially In accordance with the requirements of Article V.
Dade shalt commence any work of repair, rebuilding or restoration required hereunder
wdthta._theee month» from the happening of the damage or destruction, subject,
however," to delays in the collection of any lrrurance proceeds to be used for such
pvepose and obtaining necessaq approvals of the appropriate govermmer" authorities
and sabstantlai completion at any ;wrk an the underlying Parking Garage as required
.
Section 902 hereof. Dade shall di! end prosecute to completion any such work of
by � r
-
�.� .
repair;' rebuilding or restoration.,- Notwithstanding any provision herein to the
=
contrary, Dadeb obligation to repair, restore or rebuild the. Trade Center shall be fully
conditional an the City-& restoration of the. underlying Parking Gw a as required by
Section 1102 hereof. Further, in its sole disaetian, Dade, If not In default hereunder,
may elect In Ueu of repairing, restoring or rebuilding the Trade Center, within twelve
months atter such fire or casualty by notice given to the City, to terminate this Lease,
prodded that the estimated cost of such work Including all. that phay be
err; : apt �s�d order genernllr aouxpted -ti000x dq principles, shaft amw V%'4 tine
; }
,
.a ..'1�'.: ... � �i.�4 .r' - � :?•` �/4/vii �
E
w . •��sT.IfF'4 '.�i.M� - •�' .t
;'
sur -�- : t� ,• ��:
...*„�4 .S ��
100 rda
allmask VI-Flm-entoust tar the Trade Cmwagdere, led byApprwsaj,wUju
a, rwAt, drectly or Indirectly, at anY cMdtY 00 the Trade Comer or Parking Garage
or baht, the Trade Comer sW be vAwmdaUy
witenantahle for the Purposes leased
hereunder and such condden will not with do dU]g or re be remeded within 12 months
o1,suc:h-'cwAdty.-. Such MUce *.all be Sacempanled by a cerfUled or bank clied
paraws go t?* City In an amount apd jo the grc&W of,
The .present value. at the dms-cd such casualty of the
Item On the same amount per annum as Is In effea an the date of
Umdna W for
the period rewadift 1w the Initial Term
discounted to In then present walue at the Swod Rate; and
(11) rw balance, U my. of the Insurance pme" received
an O=wjM Of such ca%Wty after retention by Dade of an amount
equal 10 the value Of Dade's Interest In the Trade Center and the
Daubed Premises Immedately. pees" such cau4ty, as
by Apprabal, "JaM however, to the requirements of
V. Leasehold k"a"06
Atter wich. termination, Dade shell pay In the City In Progress psymem during
.: the coulees of '.d&ck removal resulting Iran such fire or casualty, It only the Trade
C 'd" Is to be removed, the total cut of ddmb removal, Or If both the Trade
Comer ancl Parking Garage debris Is 2o be'renored, Dade's share of to cost of such
-debrliiieaivvalt being that percentage of the satal cost of ddwh removal equal to to
Ar
esdinated.roplacment mat of the Trade Center prior to Uw casualty dvi&d by the
estimated replacement cat of the -combined Parldng Garage and Trade Contee prior to
this casualty, as agreed to by the partles, or, If the parries cannot agret, as .determined
by &Vrshal. Upon Rich termination and popudot, nddw Party hereto AM have any
lad aor
ftatlons has -cundw t the other.
KCI MAI K ll
Sa an Dawaee a Partdrue Grote.
' In the event that, duft the farm al Oft 1,eSSO, the ping Garage and the
appunenant facilities to the Trade Center within the Parking Garage, or any part
thereof, shall be damaged or destroyed by fire or other caval ty, and as of ten as such
damage or destrredon dutl 000u, and regardess of whether or not such damage or
destruction is covered by inivrawoe fuedshedthe q
� ty, as provided In Article Vii,
then except as provided below, the qty at Its own cost and expense, shall
repair,
restore or rebuild the Parking Garage and such appurtenant facilities to wbstaMlaily
the condtlon exist[% or required to be existing (it the standards of Section 601 have
not been maintained) prior to suit damsge or destruction or, in the alternative in such
other manner as may be agreed upon by the qty. Dade, the Trustee and any Leas"d
Mortgagee. Such mnstruction shall be performed substantially in accordance with the
rYquirements of Article V. The qty shall commence any work of repair, rebuilding or
restoration required hereunder within three months from the happening of the damage
N r..: w_-. mow.:•.A _': _ ..
o< destruction, subject, howeyer, to. ddays In the collection of
..:., any Insurance proceeds
:A tobe
be used for such
_purpose and obtaining necmary approvals of the appropriate
's':•. -�•:_mak. -. .. •
governmental authodtles. The Cit!► spill diligently prosecute to completion any such
work of m.Pdrl rebAft or restoration or eebuildng. H. within three months of the
damage,; destruction or condemnatlon, the qty had not Comm eruoed such repair,
i
restoration or rebulding, or if, haft commenced such work
=:• .the qty at any time
_# ping dWgeMly with such " • :• - s, ..::hatl not be work,. Dade, without waiving its rights
under Section 12% may give; notice in the qtr specifying that the work has not
commenced Or the teupeet or respects In .which the work is not proceedng diligently
and, if, upan.expiration of thirty days after giving of such notice, the work has not
comauaced or is not peoceedag diligently, as the case may be, Dade may perform
such _repair and.•restoratim as b necessary so enable Its hell and uNmpeded use-and
wait- d the Trade Center,°and :the improvement: thereon and fibs t•Ighes and
'LTi• - -
•M•'_.-`-• Mit :•1l'f _ •. •.
t1rt�R..d-.. •yew :� ♦ �
ZA
}.
03- 509
10820 K 1334
- easernanta ir.nted hereby and map anw .yon any part of IaroePted Premises to
the esteat necessary to Peform sud► work and the Cost of any and W such repair and
restoration shail be repaid by the Clip to Dade an demand with Interest thereon at the
`f Prime lata Notwlthstw'ft any provision herein to the contrary• the Gty s
obligation m reP.U, restore or rebuild the Priv q Garage shall be fully conditional on
_ the agreement by Dade to restnire the Trade Center, if damage has occurred to the
. Trade Center as required by Section Sol hereof.
Section 80 /Abatement of Rent
If during the Term, the Paridng Garage shall be damaged by fire or casualty
Interfering with Dadeb use of the Demised Premises as cont
emplated by thb Lease,
.Rent and I other dwges thereafter payable by Dade hereunder shall abate
proportionately for the period In chic, by reason of such damage, there Is such
:�:• Interference _with Dade's use of the Demised Premises In an equitable amount, taking
Irheo ooroideratlon the arhra ab type of space remaining In the portion of the Demised
Premise • oc:. the'.. Trade Cramer rnt- so damaged and the groes Income which it is
.r estimated -Dade will be able to receive therefrom atter such event as compared with
.the Seca Iro=n receivable by Dade before such event.
. s•x z•y'
_.,et: Je ` ;,!�� � 'curl • - . 4` f' °�^�: w. -•; • :•
03" 509
fac or 100
s1335
ARW= IX
SoLdon 901 Takire of TI%qL
U, at any time during the Tom of this Lease, the whole or substantially 41 of
the Demised Premises and the Trade comer dnd Its appurtowt facilities, or such
portion thereof as makes the. residue of the Demised Promises and the Trade Center
substantially untenantable for the purposes leased hereunder, shall be taken for any
public or quad -public purpose by any lawful power or authority by the exercise of the
right of condom nation of eminent domain or by agreement between the City, Dade and
those authorized to exercise such right, this Lease and the Tom hereof shall
terminate and expire (without affecting the rights of Dade to recover awards for
damages as provided In Section 902) as of the date title *0 vest IN or possession
shall be taken by or an behalf of, the condemning authority, whichever first occurs, -
and, the.Rent to be paid by Dade shall be apportioned and paid to such date and upon
such' termination and payment Dade shall have no further rights or obligations
hereunder or recourse against the City. Except as hereinabove otherwise specifically
prorvide4 If lea than the whole or substantially all of the Demised Promises or the
Trade Comer shall be taken as aforesaid and If the residue of the Demised Premises
and the Trade Center after such condemnation -is not substantially untenantable for
the purposes leased hereunder, this Lane and the Tem hereof shall continue, but the
Rent thereaiter Payable by Dade shall bj iij;i:8ie6d and reduced, as of and from the
date 'title vest IN or possession be taken by or an behalf of, the conAernning
authority, whichever first occuM in an equitable amount, taking Into consideration the
area, and type of space remaining in the portion of the Demised Promises or the Trade
Center not so taken, condemned or purchased and the gross income which It is
estimated Dade wilt be able to receive dmdrom after such event as =Vored with
tfoomt realvable by Oak
1W.
03-
11AC I OEM is 1336
Of G SO)WINg Of the vAW@ or any portion of the Demised premises
In the ON nis remis
or the Trade Center (and either with or without a taking of all or a part of the right,
title OW burnt at the city In the Land or the Excepted Premises or the Parkins
CAM4 eadh parry stall prosecute Its own dahn. All the proceeds of the tddm
ac Ondudrg Interest) to which the City and Dade may be entitled " be determined as
follows:
(a) The court In such condemnation proceeding, &*ject = any requirements of
any Leasehold Mortgagee and U not prohibited by I&wg shaU be requested to make
separate awards to the City, and Dade, and the City, and Dade agree to request that
the court make separate awairds to each based upon a determination of the value of
their respective Interests made In the manner provided In Section 9ML and the City,
and Dade shall be limited to such separate awards It made by the court, "lea to any
t.
rWvtiof appeal by the City, and Dade of such award by the court.
court Is prohibited bylaw from making separate awards to the City,
docun'es w do, so
and Dade.="ect to any requirements of any Leas"d
Mortgagee, Dade shall receive that portion of the award vhdch h -represented by the
value ad Its InsdWd Interest In the Trade Center and the Demised Promises
.-'Immediately preceding the taking less, in the case of a partial taking, the value of
their Interests In the Trade Center and the demised Premises Immediately miter the
taldng, as determined by Appraisal, and the City shall receive the balance. Such
award and other proceeds shWI be paid to, pooled and held In trust by a savings bads,
bank or trust company, or savings and loan association to be selected by the City, and
Dade, or, U they fall w agree, by the Trustee, peu>ang distrilhition to the City, and
Daft as above provided.
L
7*
;C
L -
03- 509
tEC
10820 n 132
.. .lel = Tawat for LM -423M Ulm
ff there Is a taking for temporary use or occupancy of the .dole or any part of
tM Dembed Prewim or the Trade Center of fadlitles appurtenant thereto at any
time durft the Term of this Lease for any public or quasi -public purpose by any lawful
power or authority by the werdw of the riot of condannatlon or eminent domain or
by agreement between the City, Dade and those authorized to exercise such right, the
Tenn of this lease shall not be reduced or affected in any way, and subject to any
trequirentents of any Leasdhold Mortgagee, the entire award shall be disposed of as
followss
(a) 9 the period of taking in respect of which the award is made is less than 3
years, so much of the award and other proceeds as is equal to the Rent (in the same
amount per armum as in effect immediately prd:cedng such taking?, or, in the case of a
partial Uidng, that portion of the Rent attributable on a pro rata basis to the portion _
i so taken; due is the City during the period of such taking, discounted to Its then
prOWS_r°rth at the Bond Rate, shall be paid tq pooled and held. in trust by a savings
bm*, beds or m
art company, or savhW and loan association (for purposes of this
seetlan referred to as theebwW) so be selected by the City, and Dade, or U they fall
-
to agree;
by ..#* Trustee, pends` distribution in the manner provided below and the
balanced suds award shall be paid to Dade. Any suns so deposited In trust shall be
invested In obligations of the United States of America or such other securities as the
C1tq, and Dade mar agree upon The Back shall during the period of such .taking pay
the Rent, from the amount so invested in trust, to the City at the times and In the
manna provided in Article III. Any balance of principal or Interest remaining In trust
at the tsaminstiom of such taking shall be paid to Dade.
Y(W X tine period at the taking in respect of which the award is made Is equal to
or g-, dM 3 yeas, Oak shall furnish aswranoes in form reasonably sathfaetory to
.. diRPrl to 1M d Raw!
or, in the ease of a partial_ taldsi, slit pwtlan at -
'`y^►; 1! perlod'o[ the ternporwy taldnorW.
U4
t 03 509
03- 509
It, In ate case of a taking under aidter subseetiW4 iv w •b) atra.rrs, tAe MrWd
of such fakirs extends 5eyerd the dree current Terra of this Lease. Dalstrae `,,r4s,
assurances in the teem 38WSaory to the City with respect to tM p##WWe ati Ram.
should Dade aerpis e'iti apdan to renew. if DS& fans to exercise its opsin srs
aesew,
•,
tm City that,Peetion of the award
.. _ repeesendng tht Pesiir0 •
taidng
=:
Y
exte"M iscywW tlN ewrart Tenn of the Lease,.
'
Section ON assamtkn of Flxum Cabm
The Cttii and Dads Shan eadr here the right in OT condemnor pmmw"
-: •.
to prosecute Its own �dain aid► respect m, and to coUeet any award lsrr„ • #Airs of
'`.
ani' machineep..6pomaK, futures or persona! pmoperty which am -riot bwft"in any
•L
&ward for land and iruprorenrerrts.
Seetlen 70 In don bra.
The City and Dade.shao each have the right at its own expeswe w C#pm
in
any aonderrieratlon pooe pwtdpaw in my u'd all heads mfis;s and
•. gr•+:::,�,ya: _:�.•��;-,..r,..Y.:�s-.3w.
I appeals. thaeie.:.1n the.e+rart the City and Dade shah receive r�oeice d MW Pm1posed'^
-
' :or padlns condeinrratka"Peooeednp df eetlag the Demised Premisea s rW=d
':''
•'
-1�'Piaril es, the pKtp'`eeoeiyr� wadi nodes shall promptly notify the othwp rw dd the
-
..r
retxipt and contacts
.ra
71
03- 509
w.0
ttr
NEHOM P&1339
ARTX:LZ X
ASMNAENT, amurnm MORTGAGING
Zxcapt asocher .Wla* CqWesdY PMW4iW In this Article, Daft wyenants (a) not
to assign or otherwise trander this Lease or the tam and estate hereby granted, (b)
not to vJAct the Dantsed Fmalse; and to Trade Center or any part thereof or alloy
the same Is be U594 occupied of Utilized by anyone other than Dade mind (c) not to
mortgage, pled6e, crooxnber Da*ls leasehold Interest In the Demised Premises or any
part thereal, In any mamer by ream of any am or amission.on the part of Dade,
without In each Instance obtaining the prior written consent of the City. The City
shall not withhold Is consent under this Section 1001 to (1) A mortgage, pledge or other
axurnbiance of Dadelk leasehold Interest by mortgage or other security instrument to-
=: _
o-
=rz.
a reputable Lessithold Mortgagee (Including a sale to and leasebadc from such
Leasehold UakSigkYor resulting from the foreclosure (termination of such sale and
leasebadc too acdor4 by such Leasehold Mortgagee or a deed In Hou of such
foreclatwe or (t(); or anigmwn4 sublease or other trander to a reputable ewporation
or other entity, If In the cue of either (1) or (H) above, such Leasehold A"Osece or
trande ree,. at.the time of making such nwtgage or transfer, Is reasonably determined
by the City 10 have, after taking Into account a reasonable projection Of rental income
from the Tiim fe net worth sufficient to pay the Rent and operate and maintain
the Trade Center 'as.required hereunder.
Section 1002 Ex
lite provisions, of section 1001(4 (b) and (c) shall not apply to: (a) transactions
with a corporation Imo or with which Dade is merged or consolidated or to which
substantJaUy d! d Duk's assets we trasidef.ed or to any corporation votdch controls
or. li ageW and (b) rdds of space In ft TradeCaster to ecupwx► ..�Z.;
A&
03- 50 1
ror
M 100 ml 34C
Saetfoa 100 MOSO oanat tar A -Mak r"M or Tr oder♦
Any assijnnent, sublease or transfer, whether made with the City% consent
pursuant to Section 1001 or without the City% consent pursuant to Section 1002(a),
shall be made ody If, and shall not be effective unt11, the assignee, sublessee or
i transfem shall execute, acknowledge and deliver to the City a recordable agreement
in form and substance satisfactory to the City, whereby the assignee, sublessee or
truderee shall assume the obligations and performance of this Lease and agree to be
personally bound by and upon at! of the covenants, aigreements, terms, provisions and
conditions hereof on the part of Dade to be performed or observed and whereby the
assignee, sublessee or trarsferee shall agree that the provisions in Section 1001 shall,
notwithstand[ng such an assignment, sublease or trmater, continue to be binding upon
03- 509
It with respect to all future assignments, subleases and transfers.
Secdon 1004 Covenant Not To Sublet or Transfer.
Oade eoverma not to assigN sublet or trarster its Interest hereunder, except
as allowed by Section 1002 acrd clause (1) of Section. 1001, until substantial completion
of construction of the Trade Center (as defined in the construction contract therefor)
unless well transfer is required, either directly or indirectly, as a result of regulatory
action by any governmental agency having jurisdiction over savings and loan
asmdatioes." Further, Dade cove ants not to assign, sublet or transfer Its Interest
v hereunder, except as allowed by Section. 1002 and dame (I) of Section 1001, after
substantial completion of construction of the Trade' Center unless, at such time, Dade
pays to the City ash amount that is the lesser of W the Net Proceeds (as defined
below), or (b) $4,104,000 with respect to a transfer during the calendar year In which
substantial completion of construction occurs, and, with respect to a transfer In any of
the next an rears after substantial eompletion.of construction occurs, an amount
egwi to �s4,10%OA less $410,400 for each yew' that has pained since substantial
46
�-a.. t f�:.rL Lr.1M� w K .
.. -
..
�•.:
.42
n
03- 509
Kc l 00 is 134
Completion as construction has occur" All Net Proceeds received by Dade alter the
City has ban paid such amount shall be retained by Dade. This provision shall not
apply to trawlers subsequent to an hdtial transfer by Dade. to long as such transfer is
mads at Owns•loogth" with a non-affiliated transferee. "Net Proceeds• shall mean
the proceeds a< such transfer that remain after deduction for the expenses of such
transfer aid the return to Dade of the capital Invested by It In the Dembed Premises
and the Trade Center. Dade% obligation to pay sums to the City as described In this
Section 1002 shall be diminished by any sums reimbursed by Dade to the U. S.
Department of Housing and Urban Development with respect to the UDAG Grant to
the City. Upon an asslgrsment or transfer by Dade of aV or substantially all of its
interest under this Lease, made with the City's consent under Section 1001 Dade shall
have no further responsibility or liability hereunder except for obligations accrued
prior to such assignment or transfer.
SeeBah 1005 Notice so 'Leasdroid Mortzaree.
promptly after a mortgage, pledge or encumber of Its leasehold estate,
pursuant to Section 1001 of this Lease, Osde shall furnish the City a written notice
setting forth the name and address of the Leasehold Mortgage. The City shall furnish
the said Leasehold Mortgagee with any rwtkw sent to Dade under this Lease, and no
such notice shall be deemed •to have been properly given units a copy thereof shall
have been sent to such Leasehold Mortgagee; provided. however, hal the City shall not
be obligated to furnish notices to any Leasehold Mortgagee the, name and address of
which have not been provided to the. City and (b) prior to receipt by the City of notice
setting forth the name and address of the Leasehold Mortgagee, said Leasehold
Mortgagee shall not have any right whatsoever under those provisions In this Lease
where approval of* "cons -t to" a person, thin& sa or Omission was required and
the consent or approval of Dade as to such person, thing.. act or omission shill be
Conclusive.
is �7:.R.. .• -. .. ..
wC .. a .x- � ate• •
03_ 5(
7''
nm
1342
lam
"W C111 *A. too tYae a time, jww*lly qpm nwpM of Dade WW It ft
fe*owvt among sw mum" are sumse"My m on cItyl enter into agret"I""
with Do" WW ant
or owe "Wafts of D&& wNch qVwn" SW provide that in
the event of t"affig" of V6 Lease, tl.* posmion of ads K6wnw= and Iho
CnjOylneflta, d, f0a and privileges hereunder by such vAtensnut "I not t b I
disturbed so 10% as such vbwanu shall g9roc that UPOn requestI 01 the Clty '*UO"
a terrrhination
of d6 Leong, the Notensm will attorn q the city NW WW exewte MW
&Uver such ImtrarAM 82 the C-ty may mqult* in order to =dirrn such S"Ornfnent
A'T V
Zi
it
t
f':3_ 500
I
hE�qrt I Do it 1343
ARTMZ X1
URBAN DZVEWPAMM ACTION GRANT PROnDONS
Sectl4n 1101 Ded end
The followft tetra OWI have the following respective meanings In this
Articles
(a) "Act' mews the Housing and Comarinity Development Act of 1974, Pio.
L. NC6 936-3113, as amended
(b) "Grant Agreement means UDAG Grant Agreement Number 1>40-A'A-12-
0M 0*00 to such walvers of provisions "wain or extensions of time granted
thereunder granted by the Secretary or his designee.
(e)'Grant RewwwW means the UDAG percentage of any gross income earned
from the disposition of Mal or personal property acquired In whole or in part by the
use of grant funds= (11) the repayment pnmxe& (including principal and interest) of any
loan made In stale or In part by the use of grant fundal and (111) any gross Income from
IN,
agrant V44Wted , activity where It is specifically declared at Exhibit A to the Grant
Agreement.tfut theincome from such activity shall be deemed to be Grant Revenues.
MWIN."MAG"Parca"e, means an amount computed by applying On perctntage of
:;M -5toz"fol:
parUcipadon of UDAG funds . In the total cat of acquisition of property or In the total
amount of a loan, or In the total cost of grant -supported activity, to the gross Income
from the disposition of such prop", the total repayment proceeds of such loan, or
the gjjjaj"jj_, P, from such grant -supported activity.
(d)aNarr-WAG Funded Actividee means awe activities not drectly assisted
with UDAG program funds, the assured completion of which, was relled upon by the
Secretary In selecting the Recipient for the award of "funds under the Grant
Agreement, stdch actinides :re more particularly described In Exhibit C to the Grant
.4
. -7
Ar
KC or" 1 1344
(0) spanicipsurs panr means, for punwes of this Lease. Dade.
Ids't"Ics"n U 9 OPOrtiCip9ting Parr' S160114104 that the Secretary, In selecting
Reciplan for the award d the grant, relied In material part upon a representation
that this party so IdwAlled will, In consideration of the grant, undertake and complete
am or mato spoWlei UDAG Fwnded Activities or Non.WAG Funded Activities.
(f) 8PrOJ4Cf .4100016 the :roup of Integrally Mated activities described in
L-d4bits 5 and C to the Gram Agreement which we to be carried out to meet the
objectives of the UDAG Program, and Includes all UDAG. Funded Activities together
Will all Non-UDAG Funded Activities.
(g) "Recipient' awwo the Wed government entity mvgiving UDAG Program
funds pursuant ID this Grant Agreement, as more pwdcxdady Identified an the cover
page to the Grant Agiveow , specifically, In this cam the City of Nami, Florida.
(h) OSecr*W mwa On Secretary of the United States Department of
—Housing and Urban Development or any other official of ox;h department to wimn the
Secretary has dd4AiftW'authority .w act with MWM tomatters covered by the Gram
'Agreernem
OWN? awwo Urban Development Action Grarit.
0) -UDAG PwW*d Activitier meat those, activities to be directly assisted
With UDAG Program Weds, which activities we mom Wicidarly desalbed In Exhibit
5 to the Grant Agreemad.
(k)'-UDAG Plogier. means the Urban Development AWm Gram Program
established by the'-UWted States Department of Housing and Urban Development
pursuant to Section 119al the AM
(I) "UDAG Ithepladwe means the regulations set forthIn 24 C.F.R. Part 370,
Subpart G, as t1w sante, off f -wn time to time be amende4i
03-
509
'n
03-
509
03— — 09
•
cir
C
6-Ewn MI Y,5
Sectio. Zscrow ad Grow
Upon Instruction by the Secretary, such Grant Revenues as are received by the
PartldPetirt Party, Prior to the Completion of all UDAG Funded Activities, shall be
dqpodt;W In escrow under arrangements approved by the Secretary. in order to provide
fw4s to mum the cwnpletlon d the UDAG Funded Activities.
Section 1103 Grant Revenues Apailled to Costs.
Such Grant Revenues as we received by the Participating Party prior to the
completion of all UDAG Funded Activities, " be trammitted to the Recipient for
use in reimbursing costs Incurred for UDAG Funded Activities.
Alt.
Section 1104 Grant Revenues for Tide I Activities.
Such Grant Revenues as we received by the Participating, Party after the
•
completion of all UDAG Funded Activides, shall, at the option of the Recipient. either
be transenitted w the Recipient or used by the Participating Party, subject to the
approval of the Recipient, for community and economic development activities which
would be WSW* fail sinktince'Lo -do .71de I of the Act.
Section 1W" at Goveiraeentai Approvals.
The ParticipatUS Party and to Recipient represent and warrant that they
have obtWr&4 or taWicasonable assurance that them will be obtained, all Federal,
State and local governmental approvals and reviews required by law to be obtained by
such Participating Party. and Recipient for the "em
7 -
The PartIcipadig P" acicnowle4ges that the -Secretary, In selecting the
Recipient for the award of this grant, relied In ma-edal part upon the assured
completion of the activities to be undertaken by the Participating Party In connection
Nth the prqecl and the Pwt:cipadig Party assures the Recipient that such activities
.-Al be comMeted by. Iiii Participating* Party.
F.
03— — 09
Seatlan 1107 Asaranntt of Protea lobs.
The Participating Party represents, warrants, and covenants that it will use its
but efforts to areasa or cause to be created, within 60 months after the date hereof,
600 new job opportw4ties, Including 130 permanent new job opportunities for persons
who, at the time of their employment, will be persons of low and moderate Income. in
order to assist and enable the Recipient to report to the Secretary as the Secretary
03- 509
may require, the Participating Party agrees to report to the Redpiehht, as the
Recipient may from time to time require, on the numbers and kinds of such jobs
Created or Caused to be created and filled.
Section 1109 Udntatdn¢ Records and Rights to Inspect.
The Participating Party shall keep and maintain books, records and other
dxments relating directly to the receipt and disbursement of arm funds; and any -
duly authorized representative of the Secretary or Comptroller General of the United
States shag at an reasonable times, have access to and the richt to inspect, copy, -
audlt,' and'ezamine all such books, records and other d*cumxets of the Participating
_ Party unto the -completion of all dose -outs procedures respecting the ,grant, and until
the IIrhal aetUerrhestt and conclusion of all issues arising out of the grant or under the
Grant Agreemem' . s
• Section i1O! Arrest to Proieet.
The Paetldpating Party. agrees that any duly authorised -representatives of the
,Z _
Secretary sluffit reaitanble times, have areas to any Portion of the Project in
which the Partldpadng Party is lrwoived. The period of such right to access shall be
the same as that set forth in Section 1109.
Sac" 1110 He Assignment or Sucansiat.
_
The lartiCltir�` Party agrees and acknowledges that no trantter of grant ' 4
funds �X tt+'tlre Participating Party shah bs or be deemed an armerht- .. '
-53-
03- 509
t
M! Onl34l
of grant fu, and the Participating Party shall neither suoceeo to any rights, benelits
or advantages of the Recipient under the Grant Agreement, nor attain any rights,
privileges, authorities or Interests in or under Nye Grant Agreement.
Saedon 1111 Secsetam Apnrovai of Mhendsrents.
During the taro of the Grant Agrerment, any agreement between the
Recipient and Parddpadng Party required to be submitted to and approved or
accepted by the Secretary shall rot be amended in any material respect, after such
approval and acceptance, without the prior written approval of the Secretary, and an
amendment shall be deemed •material", within the meaning of the above provision, if
It cancels or redoes any development, eonstrwtion, job creating, or financial
obilgation of the Pardcipadng Party by more than ten percent, or U It duanges the
•' situs or character of any development activity, or if It increases any time for
performance by which the Participating Party by more than ten percent; provide4
that an increase In any time for pedormance which does not exceed 30 days, shall not
be deemed '*material.*.
' Sectlon 1112 Disclaimer of Relationship. -.
The Participating Party agrees that nothing contalehed in the Grant
". Agreement, or in any agreement between the Recipient and the Parddpating Party,
nor any act of the Secretary, or of the Recipient, or of any of the parties hereto, shall
be deaned or eonsuved by. any of the parties, or by the third persons, to create any
relationship of ddrd-party, benetldary, or of principal and agent; or of limited or
s
general pardhership, or of joint venture, or any association or relationship involving the
Secretary.
Section 1113 Other UDAG provisions.
The Participating Party agrees that Its activities hereunder are Ord will be at
all times consistent with the provisions of Section 11! of the Act and the UbAG
'S. •�...• .:+.tr,._.a�s.w. ter: `. �T... .-. ... ..
& ;
371
"C 100 rs 1348
NE
ARTCLZXN
DEFAULT
SwCdM 1201 Zvwm d Ddadt.
Thb Lowe wA the Tem hereof we subject to the limitation that H, at any
time dmft the Term hereof, arty one or more of the following events shall occur, that
Is to layt
(&) U Dade shalt W to pay all or any pan of the Rent or any other sum of
money called for I* be paid winn the same shall by the terms of this Lease be
die and payaMe, and vxh failure " continue for thirty .days after notice
thereat from the City or Dade; or
(b) It Dade " lad to perform or observe any other requirement of this
• Lome (not herelabefore In this Section referred to) to be performed or
observed by Dab (except for the failure to observe or perform the
requirements of. Article IV, the remedies for which shall be limited to those
prodded In Section 30*0 and.Article IV of this Lea*4 and such failure SW
contime for sixty. days after notice therof from the City to Dadel provided.
however, that if such failure cmina -be cured In sixty days, Dade d" have the
right m. bejon,w cure such default within saidays and to proceed
thereWith With MMOMe pfilnPUMN and djjgWWe '(MW in .the M&Mff
requiredby this Lme, Inducingpeovi4ft ir4ww"IY.or lteaeilw to to city if
this Lease provides for the futy"ag of same toOw CltYx- then such sixty day
period shall be e:tanded for such time as may reasonably be. necessaryto
enable Dade by proceeding with diligence to remedy Its f0urej then upon the
happehtcc of airy am or more of the aforementioned Everm of Ddadt, the
City may.ftnalafte #6 tease upon Vving not hot *in dve.cryo tidifee 10
Dub VMCk *a wide the date of tendon "Ot
' - 44
Anct
0,
.1 - f;
twor
UNOM %1349
otlwwwise provided In Section 12036 at the expiration of such five days or such
longer period as may be specified In the route, this Loan and all the right,
title and Interest of Do* hereunder shall terminate and wholly came and
expire, and Dade shall quit and surrender the Demised Promises to the City,
.but Dade shall remain UaWeosheMkWtcrsftjordL
Section I ZO Remedies.
In ft event of tefrnination of this Lease by the City pursuant to Section 1201,
the City may:
(a) Without prior notice or. demand given 10 Dade or to any tenant or
subtenant of Do*, re-enter upon and take possession of the Demised
Promises, Induding the Trade Center, and Dade shall peaceably deliver
possession of the same to the City;
(b) With or -without re-entering the Demised Premises or the Trade Center,
and without prior notice or demand given to Dade or any tenant, "tenant or
sub-Mktenant of Dade, subjda to, the rights d subtenants and sub -subtenants
under tem -disturbance -agreements given pursuant to Section 1003 hereof,
remove all persons and thek property therefrom, Including all tenants,
subtenants and sub-SUbtenonts at Dade, without being liable to any suit or
action, civil or criminal, by reason tharof, and Do* hereby expressly waives
service
at MW notice a "t possession 49 or Intention to re --mer under the
oontmtort law or statutes or my other legal authority;
(c) With or without re-entering the Demised Promises or the Trade Onner,
SUNOM 10 such rights Of subtenants and sUb-subtenants, collect and retain
without accountability wDade all rents, Issues, income and profits from the
Demised Premises or the Trade Center: and
W N Daft doll Wt have completed construction of the ImpOovements to be
a4i". purnme to Article IV,," City may demolish and M"ve'do or &V
X_
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03- 509
100 -; 1350
par' "Ch 'mprovement- s and take Over and COMPICt, arrange for another
tenant a take over OW "OmPlete- the Cmatrucdon work of Dade set forth in
Article V, or may awanect or arrange for another tenant to construct other
and dMeront Improvements Upon the demised Premises, as it shall from time
lo time decL 51911 kWwftmenb an the demised head.. may compete with
MY business; or activities of Dade or any tenant Of Dade Or any Wsor% firm or
MPOrad"n 0"WGIUM controlled by or under common control with Dade.. In
such event, Dade shali, if requested by the City, transfer and assign to the
City, 10 the 'extent It IS legally able W do so and without axt or expense W
OW City, all of the plan and specifications, contracts, agreements, rights and
options of Dade Meting to the construction, flnericing'or leasing of the
improvements to the Demised Premises and Trade Center. The City shall not
be "gated 00 pay or to reimburse Dade for the cost or value of any
Improvements made by Dade to the Demised Premises, and Dade hereby
wawa 0 dalms wl" It may have for any such payments; or reimbursement.
The ' exercke by the City of wq r4ftt'kiven by this Section shall not be deemed 10 be
exclusive or to =natltute an ddction and shall not prevent the City from UOVWng
tine other rights given In this Section or In this Article, lndudM wift" UrnitatiOn,
dr the collection by the City al damages from Dade for breach of this; I cue- The
remedies peovided In this Article In case of an Event of Default shall not be deemed
exclusive.but shelf be JR addition to all other remedies at law or In equity which the
City may have or to which it may be entitled in the case of an Event of Ddaultl and
no action taken or omitted by the City In cue of an Event of Default by Dade "I be
deemed a waiver of such default, and the waiver of a particular Event of Default shall
not be deemed a waiver of any other default or a waiver of the same default again
occurring. The rights. of to City given by this -Section I 202 we expressly subject to
dw rights 91 any L*auWd Mortgagees pursuant to Section 1201.
77
Alp
509
f -
bCC'tJLXU f G' 1
Section 1701 D�
(a) MkoMl RdettMg. M case of any such termination of this Lease by the
City, Dade SW pay to the City upon demand (1) W expenses which the City may have
then Incurred or may th reaper Mar for lead expen"s, attorneys' fees, brokerage
fees and commissions hit repossessing and reletting the Demised Premises and all costs
or expenses Incurred by the City in restoring the Demised premises -to good order and
Canitlon, (11) AU past due Rent er other sums owing to the City from Dade under the
terms of 06 L.case= and OW ingest at the Prim Rate on the foregoing sums. The
City may Met the Demised Promises, in whale or in part, for such term or terms of
years as the City may dwxmw, which may be for a term longer or. shorter than the
ranainder of this currant tam at the time of tertryination of this Lease, and (unless
the statute or nate of law which Bove. the proceedings in which damages are to be
Proved shall limit the amount d damages stick may be proved and allowed, in which
case the Clty shall be entitled to peove as and for its damages and have allowed an
amount equal tg the mauimtan allowed, under such statute or rule of law), Dade shall
be obligated to and shall pay to tee City, upon demand and in addition to the amount
hereinbdore provided for, damages in an amount wt c h Is equal to the excess, if any,
of the Rent for the period from the time of termination of this Lease (or from the end
of the period in trspect .a which -the City shall have collected damages from Dade
pursuant to subsection W blow) to the original termination date of the then current
term of this Lane, over the act rwad value of the Dernised Premises from the time
that the City obtained possession of the Desmised Premises to the original termination
date of the then current team of this Lease, each discounted to Its then peesent worth
at the Bond Rate, plus 111, gest thenx at the prime rate from the date of termination
of this Luse until sndh sum is paid In determining said rental value of the Demised
Premises, the rental valve realized by any Matting, It such reletting be ammplished
by the City within a twonabfe time al ter such termination of this Lease and upon
- 501
Ail V
100 ts 1352
terms generally comparable 10 the terms (att*r than rent piavisions and the period or,
term of the reletting) of this Lease, shall be deemed prima lade evidence of the said
rental value.
(b) Interim Payments. Until such time as the City " have collected
damages from Dade ppirsuW 10 subsection (a) above, Dade shall be obligated to and
shall pay to the City, upon densivul and In addition to the other amounts hereinbefore
'Provided for, damages payable quarterly and continuing until the original termination
data of the then aserent term of this Lease In amounts equal to the excess, if any, of
the aggregate expenses paid by the City during the preceeding quarter for all Items
which by the ten= of this Lease were required to be paid by Dade And %we not part
of the Rent, plus the Rent Cin the same amount per annum as In effect at the time of
such default) vAdwould have been payable by Dade if this Least had not terminated,
over the rents, N any, collected by the City from the Demised Premises for such
plus Irdereit thaon at the Prime Rate from the and of each quarter until such
Nfs'jl;:,:�;4 arty suit or action brought To collect such amounts due by Dade for
any. quarter "shall wt prejudice In any way the right of the City to collect the
.idifidergy for wW,subse*wht quarter by a similar proceeding. Dade shall not be
:frdj ived of Its obligations so pilivxtk damages by reason of failure of the City to rdet
the Premises, 9theT!' shag have made reasonable efforts to-do so, or If the
:t
flrnpeovements to the Dembed Premises to be made by Dade were not -completed by
vvr
and the*Cltr Aill'jilorward* with construction of any Improvemem to the
..... . . . . .
Pr6a" ikdci�ie City may elect to have made.
Section 1204 Valver of Right of Redempdoa
Subject to the provisions of Section 1203, Dade for itself and all persons
dalming through or under Da" Including Its creditors, upon the temrsination Of this
as *ivt&-d.I6.Se;dw 1201, hereby "m to the extent permined by law any
p iovidid or permitmed-by.. law or
Vx.
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qr
4z
03— 509
0.3— 509
wE� 1353
deeWcn now or hereafter in force, and does hereby waive, surrender and give up all
rights or privileges which It or they may or might have, under and by reason of
any
present or future lav or dedslan, to redeem the Demised Premises or for a
continuation of the Tam of this Lease or for relief iron the forfeiture of this Lease
and the Balance of the unexpired to.. and any renewal term hereof.
Section 1203 Risings of Leasdhald Morteaeees.
(a) The city agrees to accept performance and compliance by any Leasehold
Mortgagee of and with any tam, covenant, agreement, provision or limitation on
Dade's part to be kept, observed or performed by Dade. it a Leasehold Mortgagee
shall acquire the leasehold estate in the Demised Premises by foreclosure or
otherwise, then, in such event, this Lease shat! continue in full force and effect so long
as the Leasehold Mortgagee Is not in default hereunder. For the period of time during
,�..
which the Leasehold Mortgagee or any purchaser at foreclosure of a Leasehold _
-
Mortgagee holds the leasehold estate., the Leasehold Mortgagee or such purchaser shall
beoonie liable and be fully baud, by the provisions of this Lease= provided, however,
that the Leasehold Mortgagee orsuch purduaser shall not be bound by or liable under
the provisions of this Lease for the period of time prior or subsequent to the period of
time duing which It holds the leardwld estate, except as provided below.
(b) The City agrees that following an Event of Dda dt it will take no action
to terminate the Term, nor to re-enter and take possession of the Demised Premises
�R i"• .:. nobles: It -9" first -give ekh LNsdndd Mortgagee notice specUying such Event of
z...
Default and stating the Cltyt irKemion either m tecminate the Term or to re-enter
and. take possession of the Demised Premises on a date specified in such notice.
Notwithstandng such notice, theJerm shall not be terminated, nor shall the City re-
e•.
enter and take possession of the Demised Premises if (i) such Evan of Default can be
cured by the payment of a fixed monetary amount and within twenty days atter the
.
: s.a.s d :lull make such payment, or nu
di��=1{Irfl • fotlCe if ¢ven� aesi._l.eetdn0id Mortgagee. Payr+ r
:L' •° to '�_> •�j•`,y; •^�.W.
0.3— 509
354
such Event of Default can be cured with the exercise of reawnable diligence by a
Leasehold Mortgagee atter obtaining possession of the demised Premises and the
Leasehold Mortgagee, within thirty days after the date such notice is given,
conmences such proceedings (including. sithout limitation, the filing of a petition tar
the appointunent of a receiver) as it may deem .acessary to obtain such possession and
thereafter diligently prvs=tes such action and promptly upon obtaining such
posaesslon comamx= (and thereat ter diligently pursues)'the airing of such default.
(c) In the event of the termination of this Lease prior to its stated
expiration dater the City shall give all Leasehold Mortgagees. notice of such
terrnlnstion and shall enter into a new lease of the Demised Premises with a Leasehold
Mortgagee or, at the request of such Leasehold Mortgagee but subject to the same
tequitements set forth in Section 1001 for an assignment by Dade, with an assignee,
designee, or a nondnee of such Leasehold Mortgagee, for the remainder of the Term -
S effective as of the date of such termination, at the Rent and upon the sante covenants,
agrftments, terms, provisions and limitations as are herein contained, provided (i) such
•.' Leas"d Mortgagee makes written request upon the City for such new lease within
thirty days after the giving of.suc► written notice of termination and such written
request is aceomanied by payment to the City of all amounts then due. to the City of
which the City shalt have given the Leasehold Mortgagee notice, (ii) the Leasehold
Mortgagee pays or causes to be paid to the City at the time of the execution and
delve of :idt itev lease anis and ail additional sums which would at the time of the -
execution and delivery thereof be due under this Leasr but for such termination and
pays or coma to be paid any and all expenses including reasonable counsel lees, court
costs and costs and disbursements insured by the City in connection with any such
termination or in connection with the execution and delivery of such new lease, fess
the net inoorrhe from. the Demised Premises collected by the City subsequent to the
�" •'da/e it tftui. tormination of this Lease. and prior to the execution and ddhrery of such
ill 100 K 1355
new lease, and WI) the Leasehold Mortgag,,e agrees to cure, Within 30 days atter Ahe
execution and delivery of such new lease, all uncured events of Default of which the
City shall have given such Leasehold Mortgagee notice, or if any such event of Default
cannot be cured within such period, such Leasehold Mortgagee agrees to commence,
within such period, t2 are such Event of Default and thereafter pursues the same with
due dUigenee. if the City receives written requests in accordance with the provisions
of this Section from more than one person, the City shall only be required to deliver
the new lease to the Leasehold Mortgagee Who is, among those Leasehold Mortgagees
requesting a new lease, the holder of the most junior Leasehold Mortgage, provided
that such Leasehold Mortgagee shall, not later than the execution of such new lease,
pay In full the sums seared by all Leasehold Mortgages which are prior in lien to the
Leasehold Mortgage held by such Leasehold Mortgagee. Any new lease made pursuant
to this paragraph shall be prior to any mortgage or other Very charge or encumbranceaw. an the fee of the Demised Premises and shall have the same relative priority in time
a..:
and In right. as this Lease and shall have the. benefit of all of the right, title, powers
and pi14Uege6)t Dade hereunder In and to the Demised Premises and the Trade
center. - At Dadelt.request, the City will enter into an agreement with any Leasehold
Mortgagee tranting to such Leasehold Mortgagee the rights set forth in this Section
1203.._ .. .'.. . . ..
(d) --This Lease shall not be modified, amended, surrendered, cancelled or
whoUy or paitlall iterminated by Dade, nor sliall aey waiver of Dade's right hereunder
e
or any approval or consent of Dade required heheunder be effective, ithout'the
written consent of each Leasehold Mortgagee whose name and address shall have been
furnished to the City pursuant to Section 1000.
�•,•,•.;}':qo#`� :; til', �. 'w.-� ...r. �'
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kc
.Fr
r. 100 is 13%
Soellan 146 ff%-fft.IU by tok- C*Itw
U the City at any time dicing the Tenn OWI fail to observe or perform any of
the city% covenants, agreements or ebligations hereunder, and if any such default
shall not be need, as to any default resulting from the nonpayment of money, within
30 days alta Dadr hall given to the City notice specifying such default or, as to
any other'dd"14,vithin 60 days after Dade shall have given to the City notice
specifying, sucOd adt or, In' the case of any default not resulting from the
nonpayment of money which cannot with diligence be cured within such 60 day period,
if the City shall tag to proceed promptly to cure the same and thereafter prosecute
the curing 'Gi sudh default with diligence, it being Intended, in connection with a
default not susceptible of being cured with diligence within such 60 day period, that
the time of the City.01111in Which to aim the same "I be extended for such period
as may be necessary to complete the curing of the same with the diligence, then Dade
to the fullest• atttaht permitted by law, shall have the dot to deg and pursue any one
or more of the follodrx� ieenedes:
(a)*.)�.thi_right I*• a wit of mandamus, InMiction or other similar relief,
-
available. to It under Florida law, against the Clty and Its officers, agents or
their capacity as such, but'not perionallyt and
(b).r.Lffik, riot to maintain any and all &CjI= : M -j . It - IL aw. for damages or suits in
eq%jty_oc'OdWjr proper proceedings to enforcethe curing or remedying of rich
default:
03- 509 -
t,(C 100 n 1357
ARTICLE XIII
GENERAL PROVISIONS
Section 1301 Ownanhlp of lmpnvranesti
The title io the Parking Garage and the Trade Center and to any additions or
lnrprovements 0 cry !he'eof shall vest in, and shall be and become the sole and
absolute' property of the City and Dade, respectively; provided, however, upon
termination of this Lease, either by def.adt or expiration of term, subject to the
provisions of Section 1203, the Trade Center and any additions or Improvements
thereto shall become the absolute prop" of the City, dear of all encumbrances and
charges, and without cost of any kind to the City.
Section 1302 Corenent of Tltles Quiet Enjoyment.
The City cmenants and warrants with and to Dade that the City has good
record and marketable title to the Demised Premises, free of liens, charges or
encumbrances and that the City has good right. full power and lawful authority to
demise and lease the Dernised Premises in the manner and form herein done or
Intended so to be. Dade,. an paying the Rent and other sums payable by Dade
hereunder as and when the same shall become due and payable and observing and
performing the covenants, conditions, limitations and agreements herein contained an
the part of Dade to be observed and performed, all as herein provided, shall and may
lawfully, peaceably and quietly have, hold and enjoy the Demised Premises during the
Tam, without hlndranre, ejection or molestation by the City or any person or persons
claiming by, through or under the City, subject. however, to all the provisions of this
Lease.
Section 1303 End of Terms.
Dade shat! ' peaceably give up and surrender possession of the Demised
Premises end every part thereof unto the City at the expiration or sooner termination
of'the .Tenn, 4"' ddj Lerq :together with the impeovenresa •and all statures and
.. •wi _ - R
Vis+
facilities therein, or forming part thereof, or appurtenant thereto, in good condition
WW repair, fire or other casualty and reasonable use and wear thereof excepted.
section 1304 Head
The headings of the Modes, Sections and subsections herein are inserted only
as a matter of convenience and for reference XW in no way define, limit or prescribe
the scope or le o mt of this Lease or In any way affect the interpretation of this Lease.
Section 1305 Notices.
Any notice, demand, direction. request or other instrument authorized or
required by this Lease to be given shall be given or filed in writing and shall be deemed
to have been mUldentiy given or filed for all purposes of this Lease if and when
personally delivered or when deposited in the U. S. mail, sent by registered mail,
return receipt requested to the respective addresses set forth on the cover hereof or
herds. The parties hereto may, by notice given hereunder, designate any further or _
= n4r,. _
r: different addresses to which subsequent communications under this Lease may be sent.
44;—
Sectiea�130i Aootovals. Consents
. Vbacver lrf this Lease provision is made for "approval of" or "consent to" a
P►or emission, unless otherwise
. ant ss
. � �.;.•• ._ specifically provide4 in all cases, such
approvals or Consents shall be evidenced by a notice in the manner set forth in Section
1303, and such approvals or consents shall not be unmasonably withheld or delayed by
the party required to give the same.
;. Soedmm 1307 &**pel Certificates
Eads party agrees, at any time and from time to time, as requested by the
other party, upon not less than ten days' prior notice, to execute and deliver to the
other a statement certifying that, this Lease is um edfied and in full force and effect
(or U there have been modification, that the same is in full force and effect as
- modified, and statitg the modifications), certifying the dates to which the Rent and
outer -Ch as,:lterwrhdes:.hwe been paid, .and.itatiri' rhether or tot, to the best
rAi}4; .f.•I i<L is"- • .'J
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03- 509
I
Wt;
1,11*100n,1359
knowie*e of. the slir*rl the other Party is in default in performance of any of its
ObugedOM under this Lease, and. it SO specifying each such default of which the
Signed May have knowledge' 11 being intended that any such statement delivered
PUMM9 hereto may be relied upon by others with %+wn the party requesting such
certificate may the ta&Ur*
Section 1309 SUCOMM OW Axdz
The cDvainants and agreemmu. herein contained shall be deemed to be
covenants running with the Land and shall inure to the benefit of and be binding upon
the successors and assigns of the respective: parties hereto; provided, however, that no
migment hereof shall be made by Dade except as specifically permitted herein.
No agreernern shall be effective to change or modify or discharge in whole or
in part. this Leasi,.ar'' any Instrument given in connection herewith unless such
agreement Is In Wrtd by the parties to this Lean and approved by the Trustee
and any Len"d
Socden-1310. adores,
City 'or any liability Imposed an the City under or
Pursuant 100 iho be payable solely out of revenues of the City derived by
the City ftom the -s' of the Parking Garage and from other revenues of the
City lawfully'&Vall&Werthervfor, exclusive of revenues derived froth ot ad valorem taxes
bi
an real property #sangl e paso" property.
Section 1311. 'Gemning Law.
This Lone and the rights of the parties hereto shall be governed by and
construed In accordance with the laws of the State of Florida;
6
03- 509
twr I
IN WITNESS WHEREOF. THE CITY
OF MIAMI, I-WRIDA. has Caused ttus Leas,
Agreement lobeexemtedinIts n&nt and 0nits behalf byits City Mmqcr. and the official sea,
of said City to be affixed and attested by the City Clerk Or the Deputy City Clerk Of said City
thcrOJAW *AY authorized and DADE SAVINGS AND LOAN ASSOCIATION has caused this Least
Agiam wait to be xmad In Its and n its • its A '
ehalf yvsentand Its corporate seal
to
be hom affixed and attested by Its Secretary thereunto duly authorized, as of the day ww year
fbi
t above witten.
THE CITY OF MIAMI, FLORIDA
irmil
�_."
.4
AS TO FORM AND
DADE .50YINGS AND LOAN ASSOCIATION
.e
APPROVED AS TO CONTENT
"elect
itm=r- ='Conventlay-11Y
center
bi:C WLU 1-.1361
STATE OF FLORIDA :
SSI
COUNTY OF DADE t
1 HERE8Y CERTIFY that on this day personally appeared before me, an
officer duty authorized to administer oath and take acknowledgments,
and
respectively City Manager and Gtr Clerk of THE CITY OF MIAMI, to me well known
to be the persons described In and who executed the foregoing Instrument and they
duly adcmwlw%ed before me that they executed the same for the purposes therein
expressed as the act and deed of THE CITY OF MIAMI
W WITNid o�e
tEOF. I have s A'%
ntt handed my official�
seal at Miami. said Countyuntyand State, this day
of 19EQ
My Commission Expleesmmy Pak a„ .r Refs a vw -
ahw �,,,,t"' Wlwr� e� N�
STATE OF FLORIDA :
SS:
COUNTY OF DADE :
I HEREBY CERTIFY .that on this day personally appeared before me, an
offices duly authorized to., administeroaths and take admowledgments,
RONALD A. LIPTON and HOWARD H. WARD respectively President and Secretary of
DADE SAYINGS AND LOAN ASSOCIATION, a Florida corporation. , to me" well known
to be the persons desatbed in and wtto executed the foregoing Instrument and they
duly acknowledged before me that they executed the same for the purposes therein
expressed as the act and deed of the said corporation.
IN FITNESS WHEREOF. I here hereunto set my ha" affixed my official
seal at Miami, said County and State. this tel_ day of J. — . 19tif).
My Commission Expires:
aowr�tw v t GUM a VAM
t f 40.30 Ore
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03- 50
10820 �s 1352
VOWT A
DE3CRlPM OF LAND
That certain pared of land as described in that sketch of survey entitled
•Tentative Plat of World Trade Centesi' as prepared by the Department of "Ic
Works, City of Miami, Florida, under Sob / E ION, File / CP 246 and consisting of one
sheet.
03- 509
� � is .}
.+nt��•
..EmmIr
03- 509
Y.
10820 m 1363
MXMW 6
DOCRUMON OF DEAuseD PRZMtSES
Subject to the as -built determination described herein, the Demised Premnises
shall consist of the volume of space lying above the bottom of the platform at the top
'`- of the Garage within the vertical
planes of the Perimeter of the Lan4 as defined in
Exhibit A. The Demised Premises shall include the following appurtenant rights within
the Excepted Premises and the Parking Garage, such rights to be for the exclusive use
of Dade unless otherwise described:
1. For access to and use of, in common with the City (except as otherwise
provided herein), all stairways and other means of ingress and egress
M1 between doe Parking Garage and the base Plane and the Trade Center
and between the Trade Center and SE Third Street, SE First Avenue and
ti.
SE Second Street.
' L For access to and use of, in common with the City, the Parking Garage
and between the Parking Garage and the base Plane and the
Trade Center.
3. For access to and use of the express elevators and the elevator shafts
f rum the lobby described below to the Trade Center.
5 4. For access to and use of an devasor lobby on the Southeast First Avenue
side of the around floor of the Parking Garage.
S. For use in common with the City of an area sufficient to comply with
local building and zoning coda on the ground level of the Parking Garage
` for am& and vehicular loading and udoading and movement of
equiprieeit and supplies. -
.i
Eli
b• l -.
a
03- 509
100 161 D
For use of certain areas to b_ designed by the City and Dade within tije
Parking Garage for medhanical, electrical, storage, maintenance,
Utilities and other purposes reasonably supportive of the Trade Center.
7. For use of other areas within the parking Garage at Locations determines
by Dame subject to the approval ai the City, which approval shall not be
denied or withheld U such use does not diminish the parking capacity of
the Parking Garage or unreatonablyintcdcre with the parking operations
conducted therein, for plumbing, drainage, electrical, telephone, water,
heating, ventilating, air cooling, hes, steam, exhaust, and other utilities,
PIPIn g' lines, duces, shafts and e9ulpment, appurtenant to or supportive
of the Improvements which may lawfully be constructed (or
reconstructed as Provided herein) within the Demised Premises or in
which Dade is granted a right under any provision hereof, and any
activities conducted therein.
L For support, in common with the City, in and to aU structural members,
footings and foundations to be located within or without the Land and
which i1e necessary for support of improvements which may lawfully be
coestnrcted (or reooestructed as provided herein) witin the Demised
Premises and any improvements with respect m which Oade is granted a
right under any provision hereof.
9. For entry upon, and for passage through+ the Excepted Premises and
Parking Garage with men, material and equipment for maintenance
(including but not limited to, painting and other decorating), operation,
inspection, testing, repair, copnstruction, alteration, replacement and
cleaning of all ur any part of the improvements or equipment of the City
of Dade, whether or not located in the Excepted Premises or Parking
N, ,.Garage, to arable the use br Dade of the rights granted hereby, including
'�`'.�..• ..`„�_�, i ► �: .... ... �'.• 1.'�, ..r:o ere ` ,'.i
03- 509
t I 0820 F. 1365
- 509
but not limited to the strucatrai members, footings and foundations -
required for support of the improvements to be built in the Demised
ar
Premises as described in Artide S. Such operations "I be performed
m
In a manner that will not unreasonably Interfere with the operation of
thu Parking Garage. The rights `ranted to Dade in this paragraph shall
t
not impose any affirmative obligation on Dade except where expressly
provided elsewhere in this ExUblt.
10. For entry upon and pasage through the Excepted Premises to the extent
necessitated by an emergency Involving risks of personal injury or
property damage.
Excepting and reserving In the Dernised Premises for the benefit of the City,
to be used In common with Dade and others entitled thereto, the following rights:
1. For public pedestrian passage In a lobby area on the first level of the -
Trade Center between the terminii of the elevators described In items 2
and 3 above.
s of support in and to all structural members, footings and foundations
located within the Excepted Pransses with respect to which Dade is
granted a right IrerwnWer and which are necessary for support of the
parking Garage.
I For maintenance (including but rot limited to, painting and other
decoradoW operation, inspection, testing; . repair, construction,
alteratlon, replacement and cleaning in any area within the Excepted
premises with respect to which Dade is granted a right hereunder, the
responsibility for which Is required or permitted hereunder to be
performed by the City.
4. For entry upon, and passage through, any areas within the Excepted
,..
Preiniies with respect to %Nch Dade is granted a right hereunderwith
5.3
- 509
t�t100 n 1366
men, nuterlals and equipment, to the extent reasonably necessary in the
pedenmanee of maintenance Undudog but not limited to, painting and
other decoration), operatlon, Inspection. testing, repair= construction=
alteration, Mplaxment and deahing, whether or not located within the
Ese`4ftd Premises, the responsibility for which Is required or permitted
heramhder to be performed by the City.
S. For lrgeew and egress through any facility located within the Excepted
Pranbes with respect to which Dade is granted a right hereunder to the
extent necemtitated by an emergency involving risks to persons or
damage to property.
Notwithstanding any provision in this Lease to the contrary, in recognition of
the fact that the appurtenant rights described above will be further defined upon
completion of the various improvements described herein, from and after substantial -
completion of construction of the Parking Garage and the ram ding of separate
iratruments Mating thereto, the Base Plane shall be the ttppertnost surface, at various
elevations, of the roof of the Parking Garage completed to the level described in
Section 302 of the Lease, and the areas in which the rights are granted, excepted or
reserved hereby, It a dosed, shag be located an an asAU& basis between the inner
surfaces of the walls of'such areas.
03-
"r 100 «!l
W.r.
IST
CONVENTION CENTER PARKING GARAGE DESIGN CRITERIA
Structure WW Foundation
The garage stqxntructum framing and garage foundati. . -s will be reinforced
CIM101101. The garage $U1Hn1rUcMM and foundations wW be designed to accommodate
a 100,000 square foot office building tower with a typical grow floor area of 13,000 to
20,000 Square feet Per floor. The garage will cam a tower superstructure framing
system of reinforced ax=ete capable of supporting 30 tbs. per square foot live load
and 20 tbs. per square foot dead load all in accordance with the South Florida &AI cling
Code
The garage columns will be. spaced and located so as to produce the most
effidwit, functional parldog sdwam. giving due consideration to the needs of the air
rights structum The gwage_c*xnra will be designed to pldc up the tower loads
concentrically. Each garage colurm supporting the tower will carry loads computed at
each column as forces In three directions and bendlM moments In three drectionL
These six aunponents of farce at each column carrying the tower will then be
transmitted through the garage structure to its foundations.
9 It is desired that the over column grid Is shifted oil of the garaege column
grid, the tower design will need to incorporate appropriate transfer girders to
accomplish this desire.
hiechanicad and Electrical
provide ground flow space adjoining building exterior for domestic water surge
tanlclt firs PNF4*, domestic water pumps and related piping and equipment. Space
pftVj"_"goxjm&j@Iy 2VA2YA J.P, but at least salcleW to men applicalMe code.
C-1
a q
x -
hLC �K.0 f6 1
Pnovioe domestic water, sewerage, waste, vent piping, fire system and sleeves
for ertterittg service Provide sleeves oNy for piping and risers for the domestic Water
and firs water Systems at a location determined by the City. Domestic water and fire
water systems shW be sl=ed for the above described tower, in accordance with the
South Florida !l Adng Code and good engineering practice.
Provide sleeves ody for primary electrical service in accordance with Code at a
location determined by the City.
Provide a complete HVAC system for ground floor lobby and shell retail spaces.
Elevators:
Shafts for awes to tower will be provided through the garage. for six elevators.
Four passenger type capable of carrying 6X00 lb. and two freight. The passenger type
elevator will be capable of going to the lobby level of the Trade Center. The
responafbillty m extend the shaft from the mot dedc to the lobby level will rest with -
the tower developer.
Flrs Stdm .
Fire stairs will -be provided throught the garage structure adequate to meet the
code reipArernent and the type of occupancy expected in a trade center type building
of 600.000 sq. ft., not to exceed S :tet in width.
Necessary corridor offsets from the office building fire stair focatlons to the
locations of the exit stairs within the garage shall be handled entirely within the office
bulldng structure, Us far fire stairs at grade shall be In accordance with the South
Florida Widing Code arrd appropriately co-ordinated with ground floor lobby and
retail space layout.
Roof Dedt
Above the last parking level a toot decit shall be provided which is designed for a
live loadrs. of loo 16a. per square foot. He waterproofing membrance will be
previ" Spedd.fee n and waterproofing of the rent dealt beyontd the tower
C._
03- 509
W�oXw::�
structure wui be the responsibility of the Mswer developer. Any special considerations
10 the roof deck such as special drainage requirements or lighting requirements will be
the responsiMly of the tower developer.
Garahto Exterior Finishes
An allowance of $430.000 has been proviied for the garage exterior and lobby
finishes. This allowmm may be transferred to the tower developer should he elect to
provide a curtain wall other than the one proposed for the garage byi the Turnkey
contract. The tower developer is responsible for lobby finishes.
General
Provide off-street loading baths for a 300,000 square foot office building as
described above and as nxpAred by the South Florida Wilding Code and applicable
zoning requirements.
Provide access to the 600,000 square foot office building freight elevators from _
the loaning dock. Said access shall be planned so as not to interfere with ground floor
layout of the lobby, retail facillties, garage access or the people mover access. .
Stone Water FadUdsa
Provide storm water systems to handle rain water nmff as required by South
Florida 6ulldn9 Coke and in aeowdartce with good engineering practice, within the
boundaries of the site.
• ' Schematics
in addition to the written description this exhibit includes the sketches prepared
by I.M. Pei and partners dated May 2% 1990 and the six skrtdhes prepared by Miami
Cerner'Assodates dated 3une 11, 1990 and attached hereto and made a part hereof.
Construction of Doaanents
In construing this Exhibit. the applicable provisions of the South Florida Building
Code will be deemed 0 control unless them is specific reference either in this Exhibit
or dstwlhere in •tart Lease MMring a Now standard than that set forth in the said
South Fkdds aslldtug Code.
C-3
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03- 509
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03- 509
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03- 509
` 03— 509
f
IIN1.00 K 1376
�D
DESCRJFTIM OF TRADE CENTER
As per the plans embed for in Section 310 hereof.
r_
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:� 03= 509
Io8a) 11
ALLOGTION OR SPACE wnwx THE TRADE CENTER
4. TENANT SPACE
A. TC Spacial Services and FadUdo 30,000
4 P. Qwlltled space (see section i02 (d
3000 000
C. space Reserved for Dade
!30.000
.�" TOTAI.
.�, 300,000 Square Feet
3
amm
�Y
E;
tq.�
•.yrs-. �
.. �,
-
509
ESTOPPEL AGREEMENT
This Estoppel Agreement (the "Agreement") is entered into as of the day of
, 2003, by THE DEPARTMENT OF OFF-STREET PARKING OF THE CITY
OF MIAMI ("DOSP") in favor of BLUE CAPITAL US EAST COAST REAL ESTATE, L.P., a
Delaware limited partnership ("Purchaser") and its anticipated successor by merger, BLUE
CAPITAL US EAST COAST PROPERTIES, L.P., a Delaware limited partnership ("Blue Capital
Properties").
RECITALS
A. DOSP, The City of Miami, Florida (the "City"), and C.P. Retail Ltd. entered into a
Retail Space Parking Agreement dated July 21, 1986 (the "Parking Agreement").
B. NOP 100 SE 2nd STREET RETAIL, LLC, a Delaware limited liability company
("Tenant"), is the current occupant under the Parking Agreement by virtue of an Assignment and
Assumption of Retail Space Parking Agreement dated March 3, 1999.
C. Tenant is planning to assign its interest in and to the Parking Agreement to Purchaser
in connection with the assignment of Tenant's interests in that certain Lease Agreement dated
July 30, 1985 originally by and between the City and CenTrust Realty and Construction Company
(as amended, the "Retail Lease").
D. Purchaser intends to encumber tenant's interest in the Retail Lease and Parking
Agreement with a leasehold mortgage to and in favor of Landesbank Hessen -Thuringen
Girozentrale, a German banking corporation, as lender and as agent for participating banks (the
"Leasehold Mortgage").
E. Purchaser thereafter desires to merge into Blue Capital Properties, with Blue Capital
Properties to be the surviving entity.
F. Purchaser is requiring, as a condition to the assignment and assumption of the Retail
Lease and the Parking Agreement, that DOSP enter into this Agreement.
NOW, THEREFORE, in consideration of the sum of $10.00 and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby
agrees as follows:
1. Estoppel. DOSP hereby certifies and confirms as follows: (a) the Parking Agreement
is in full force and effect and has not been modified or amended; and (b) Tenant has made all
payments due under the Parking Agreement as of the date of this Estoppel Agreement and is not
otherwise in default under the Parking Agreement except as shown on Schedule A, if any.
2. Consent. DOSP acknowledges that Tenant has the right to assign the Parking
Agreement and that Purchaser thereafter has the right to merge into Blue Capital Properties in
accordance with Paragraph 13 thereof and that DOSP is hereby given notice of such assignment and
merger. DOSP consents to the Leasehold Mortgage to the extent that the Parking Agreement may be
deemed to require such consent.
03— b,03
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the day and
year first above written.
Print Name
Print Name
DEPARTMENT OF OFF-STREET
PARKING OF THE CITY OF MIAMI
By:
Name: Art Noriega
Title: Executive Director
APPROVAL AS TO FORM AND
CORRECTNESS
City Attorney
-2-
365990_5
03- 509
ESTOPPEL AGREEMENT
This Estoppel Agreement (the "Agreement") is entered into as of the day of
, 2003, by THE DEPARTMENT OF OFF-STREET PARKING OF THE CITY
OF MIAMI ("DOSP") in favor of BLUE CAPITAL US EAST COAST REAL ESTA'T'E, L.P., a
Delaware limited partnership ("Purchaser") and its anticipated successor by merger, BLUE
CAPITAL US EAST COAST PROPERTIES, L.P., a Delaware limited partnership ("Blue Capital
Properties").
RECITALS
A. DOSP, The City of Miami, Florida (the "City"), and C.P. Tower Ltd. entered into a
Tower Parking Agreement dated July 21, 1986, as amended by First Amendment to Tower Parking
Agreement effective as of December 14, 2001 (collectively, the "Parking Agreement").
B. NOP 100 SE 2"d STREET TOWER, LLC, a Delaware limited liability company
("Tenant"), is the current occupant under the Parking Agreement by virtue of an Assignment and
Assumption of Tower Parking Agreement dated March 3, 1999.
C. Tenant is planning to assign its interest in and to the Parking Agreement to Purchaser
in connection with the assignment of Tenant's interests in that certain Lease Agreement dated July 1,
1980 originally between the City and Dade Savings and Loan Association (as amended, the "Air
Rights Lease").
D. Purchaser intends to encumber tenant's interest in the Air Rights Lease and Parking
Agreement with a leasehold mortgage to and in favor of Landesbank Hessen -Thuringen
Girozentrale, a German banking corporation, as lender and as agent for participating banks (the
"Leasehold Mortgage").
E. Purchaser thereafter desires to merge into Blue Capital Properties, with Blue Capital
Properties to be the surviving entity.
F. Purchaser is requiring, as a condition to the assignment and assumption of the Air
Rights Lease and the Parking Agreement, that DOSP enter into this Agreement.
NOW, THEREFORE, in consideration of the sum of $10.00 and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby
agrees as follows:
1. Estoppel. DOSP hereby certifies and confirms as follows: (a) the Parking Agreement
is in full force and effect and has not been modified or amended; and (b) Tenant has made all
payments due under the Parking Agreement as of the date of this Estoppel Agreement and is not
otherwise in default under the Parking Agreement except as shown on Schedule A, if any.
2. Consent. DOSP acknowledges that Tenant has the right to assign the Parking
Agreement and that Purchaser thereafter has the right to merge into Blue Capital Properties in
03- 509
accordance with Paragraph 14 thereof and that DOSP is hereby given notice of such assignment and
merger. DOSP consents to the Leasehold Mortgage to the extent that the Parking Agreement may be
deemed to require such consent.
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the day and
year first above written.
DEPARTMENT OF OFF-STREET
PARKING OF THE CITY OF MIAMI
By:
Print Name Name: Art Noriega
Title: Executive Director
Print Name
APPROVAL AS TO FORM AND
CORRECTNESS
By:
City Attorney
-2-
365986 5
03--509
USE AND MAINTENANCE AGREEMENT ESTOPPEL
THIS USE AND MAINTENANCE AGREEMENT ESTOPPEL, dated this day of
, 2003, by THE CITY OF MIAMI, a municipal corporation (the "City"), in favor of
BLUE CAPITAL US EAST COAST REAL ESTATE, L.P., a Delaware limited partnership
("Purchaser") and its anticipated successor by merger, BLUE CAPITAL US EAST COAST
PROPERTIES, L.P., a Delaware limited partnership ("Blue Capital Properties").
RECITALS
A. Miami Tower Associates Limited Partnership, a Florida limited partnership ("Miami
Tower"), and the City entered into that certain Use and Maintenance Agreement dated as of March
3, 1999 (the "Use Agreement"), which set forth certain agreements with respect to the underground
storage tank and the grease traps located under the land described therein.
B. Miami Tower has previously assigned its interest under the Use Agreement to
NOP 100 SE 2nd Street Tower, LLC, a Delaware limited liability company ("NOP"), by Assignment
and Assumption Agreement dated March 3, 1999.
C. NOP intends to assign to Purchaser all of NOP's right, title and interest in and to the
Use Agreement.
D. Purchaser thereafter desires to merge into Blue Capital Properties, with Blue
Capital Properties to be the surviving entity.
E. Purchaser is requiring, as a condition to the assignment and assumption of the Use
Agreement, that the City deliver this Use and Maintenance Agreement Estoppel.
NOW, THEREFORE, in consideration of the sum of $10.00 and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned
hereby agrees as follows:
1. Terms. Capitalized terms used herein and not expressly defined herein shall have the
same meaning as set forth in the Use Agreement.
2. Estoppel. The City hereby certifies and confirms as follows: (a) the Use Agreement
is in full force and effect and has not been modified or amended; and (b) to the best of the City's
knowledge, there are no uncured existing defaults of the City or NOP under the Use Agreement.
3. Consent. The City acknowledges that pursuant to Section 3(b) of the Use
Agreement, the tenant under the Lease has the right to assign the Use Agreement to a permitted
assignee of the Lease and Purchaser thereafter has the right to merge with Blue Capital Properties
without further consent of the City.
03- 509
IN WITNESS WHEREOF, the undersigned has caused this Use and Maintenance Agreement
Estoppel to be executed on the date set forth above.
WITNESS:
Print Name
Print Name
CITY:
CITY OF MIAMI, a municipal corporation
under the laws of the State of Florida
By:_
Name:
Title:
APPROVED AS TO FORM AND
CORRECTNESS: ATTEST:
ALEJANDRO VILARELLO
City Attorney
Spa
367102_3
03- 509
USE AND MAINTENANCE AGREEMENT ESTOPPEL
THIS USE AND MAINTENANCE AGREEMENT ESTOPPEL, dated this day of
, 2003, by THE CITY OF MIAMI, a municipal corporation (the "City"), in favor of
BLUE CAPITAL US EAST COAST REAL ESTATE, L.P., a Delaware limited partnership
("Purchaser") and its anticipated successor by merger, BLUE CAPITAL US EAST COAST
PROPERTIES, L.P., a Delaware limited partnership ("Blue Capital Properties").
RECITALS
A. Miami Tower Associates Limited Partnership, a Florida limited partnership ("Miami
Tower"), and the City entered into that certain Use and Maintenance Agreement dated as of March
3, 1999 (the "Use Agreement"), which set forth certain agreements with respect to the underground
storage tank and the grease traps located under the land described therein.
B. Miami Tower has previously assigned its interest under the Use Agreement to
NOP 100 SE 2nd Street Tower, LLC, a Delaware limited liability company ("NOP"), by Assignment
and Assumption Agreement dated March 3, 1999.
C. NOP intends to assign to Purchaser all of NOP's right, title and interest in and to the
Use Agreement.
D. Purchaser thereafter desires to merge into Blue Capital Properties, with Blue
Capital Properties to be the surviving entity.
E. Purchaser is requiring, as a condition to the assignment and assumption of the Use
Agreement, that the City deliver this Use and Maintenance Agreement Estoppel.
NOW, THEREFORE, in consideration of the sum of $10.00 and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned
hereby agrees as follows:
1. Terms. Capitalized terms used herein and not expressly defined herein shall have the
same meaning as set forth in the Use Agreement.
2. Estoppel. The City hereby certifies and confirms as follows: (a) the Use Agreement
is in full force and effect and has not been modified or amended; and (b) to the best of the City's
knowledge, there are no uncured existing defaults of the City or NOP under the Use Agreement.
3. Consent. The City acknowledges that pursuant to Section 3(b) of the Use
Agreement, the tenant under the Lease has the right to assign the Use Agreement to a permitted
assignee of the Lease and Purchaser thereafter has the right to merge with Blue Capital Properties
without further consent of the City.
03-- 509
IN WITNESS WHEREOF, the undersigned has caused this Use and Maintenance Agreement
Estoppel to be executed on the date set forth above.
CITY:
CITY OF MIAMI, a municipal corporation
under the laws of the State of Florida
WITNESS:
By:_
Print Name Name:
Title:
Print Name
APPROVED AS TO FORM AND
CORRECTNESS: ATTEST:
ALEJANDRO VILARELLO
City Attorney
-2-
367102_3
03- 509
CITY OF MIAMI, FLORIDA -
INTER -OFFICE MEMORANDUM CA7
W 14 3
The Honorable Mayor and Members
TO: of the City C sion
r C�_
FROM: oe rriola
ity Manager
RECOMMENDATION:
DATE: Assignments of the lntefMs of
NOP 100 SE 2"d Street Tower,
SUBJECT: Limited Liability Company and
NOP 100 SE 2"d Street Retail,
Limited Liability Company
REFERENCES:
City Commission Agenda
ENCLOSURES: May 22, 2003
The administration recommends that the City Commission approve the assignments of the interests of NOP
100 SE 2"d Street Tower, LLC and NOP 100 SE 2"d Street Retail, LLC, under the Air Rights and Retail
Leases between said entities, respectively, as Lessees, and the City of Miami, as Lessor, pertaining to the
property known as the NationsBank Tower, located at 100 S.E. 2nd Street, Miami, Florida. Specifically this
resolution approves: (i) the Assignment by NOP 100 SE 2" d Street Tower, LLC, to Blue Capital US East
Coast Real Estate, L.P. and its anticipated successor by merger, Blue Capital US East Coast Properties, L.P.,
a Delaware limited partnership, of Lessee's interests under the Air Rights Lease, (ii) the Assignment by NOP
100 SE 2"d Street Retail, LLC to Blue Capital US East Coast Real Estate, L.P. and its anticipated successor
by merger, Blue Capital US East Coast Properties, L.P., a Delaware limited partnership, of Lessee's interest
under the Retail Lease, and (iii) the assignment of the related parking agreements, all in substantially the
forms attached hereto. This resolution further authorizes the City Manager to execute the required estoppel
certificates, subject to Hines repairing the grease trap to the satisfaction of the City, and any other
documents required in connection with said transfer.
BACKGROUND:
The City of Miami ("City") is the Lessor and NOP 100 SE 2" d Street Tower, LLC ("NOP Tower") is the
Lessee, under the Air Right Lease Agreement dated as of July 1, 1980, as assigned (the "Air Rights Lease")
affecting the property known as the NationsBank Building located at 100 S.E. 2"d Street, Miami, Florida (the
"Property"). The City is the Lessor and NOP 100 SE 2"d Street Retail, LLC, ("NOP Retail") is the Lessee,
under the Retail Lease Agreement dated as of July 30, 1985, as assigned (the "Retail Lease") affecting the
Property. NOP Tower wishes to assign its interests in the Air Rights Lease to Blue Capital US East Coast
Real Estate, a Delaware Limited Partnership (the "Purchaser") and NOP Retail wishes to assign its interest
in the Retail Lease to the Purchaser. Purchaser intends to encumber tenant's interest under the Lease with a
leasehold mortgage to and in favor of Landesbank Hessen -Thuringen Girozentrale, a German banking
corporation, as lender and as agent for participating banks. NOP Tower and NOP Retail have requested the
City's consent to the above-described assignments, all in accordance with the provisions of the
corresponding agreements.
Financial impact: There is no financial impact to the City.
JA/LMH/KAIC/LB/PK Mayor CC — Assignment of NOP Lease.doc
03_ 509
CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
The Honorable Mayor and Members^
TO: of le ity Com ion
FROM : JoeArriola
CitManager
RECOMMENDATION:
DATE Assignments of the Intef&ts of
NOP 100 SE 2"" Street Tower.
SUBJECT: Limited Liability Company and
NOP 100 SE 2nd Street Retail,
Limited Liability Company
REFERENCES:
City Commission Agenda
ENCLOSURES: Mav 22, 2003
The administration recommends that the City Commission approve the assignments of the interests of NOP
100 SE 2"d Street Tower, LLC and NOP 100 SE 2"d Street Retail, LLC, under the Air Rights and Retail
Leases between said entities, respectively, as Lessees, and the City of Miami, as Lessor, pertaining to the
property known as the Bank of America Tower at International Place, located at 100 S.E. 2nd Street, Miami,
Florida. Specifically this resolution approves: (i) the Assignment by NOP 100 SE 2"d Street Tower, LLC, to
Blue Capital US East Coast Real Estate, L.P. and its anticipated successor by merger, Blue Capital US East
Coast Properties, L.P., a Delaware limited partnership, of Lessee's interests under the Air Rights Lease, (ii)
the Assignment by NOP 100 SE 2"d Street Retail, LLC to Blue Capital US East Coast Real Estate. L.P. and
its anticipated successor by merger, Blue Capital US East Coast Properties, L.P., a Delaware limited
partnership, of Lessee's interest under the Retail Lease, and (iii) the assignment of the related parking
agreements, all in substantially the forms attached hereto. This resolution further authorizes the City
Manager to execute the required estoppel certificates, subject to Hines repairing the grease trap to the
satisfaction of the City, and any other documents required in connection with said transfer.
BACKGROUND:
The City of Miami ("City") is the Lessor and NOP 100 SE 21 Street Tower, LLC ("NOP Tower') is the
Lessee, under the Air Right Lease Agreement dated as Of July 1, 1980, as assigned (the "Air Rights Lease")
affecting the property known as the NationsBank Building located at 100 S.E. 2"`1 Street, Miami, Florida (the
"Property"). The City is the Lessor and NOP 100 SE 2"d Street Retail, LLC, ("NOP Retail") is the Lessee,
under the Retail Lease Agreement dated as of July 30. 1985, as assigned (the "Retail Lease") affecting the
Property. NOP Tower wishes to assign its interests in the Air Rights Lease to Blue Capital US East Coast
Real Estate, a Delaware Limited Partnership (the "Purchaser') and NOP Retail wishes to assign its interest
in the Retail Lease to the Purchaser. Purchaser intends to encumber tenant's interest under the Air Rights
Lease and the Retail Lease with a leasehold mortgage to and in favor of Landesbank Hessen -Thuringen
Girozentrale, a German banking corporation, as lender and as agent for participating banks. NOP Tower and
NOP Retail have requested the City's consent to the above-described assignments, all in accordance with the
provisions of the corresponding agreements.
Financial impact: There is no financial impact to the City.
JA/LMH/KAC/LB/PK Mayor CC — Assignment of NOP I_.ease.doc
03- 509