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HomeMy WebLinkAboutR-94-0886a J-94-1032 12/01/94 RESOLUTION NO. A RESOLUTION, WITH ATTACHMENTS, RELATED TO THE OLYMPIA BUILDING LOCATED AT 174 EAST FLAGLER STREET, MIAMI, FLORIDA, THEREBY 1) AUTHORIZING THE CITY MANAGER TO EXECUTE A NON -DISTURBANCE AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, WITH OLYMPIA BUILDING PARTNERS, LTD. AND OLYMPIA RESIDENTIAL BUILDING PARTNERS, LTD., AND 2) AFFIRMING A SUB -LEASE AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, BETWEEN OLYMPIA BUILDING LTD. AND OLYMPIA RESIDENTIAL BUILDING PARTNERS, LTD. WHEREAS, the City Commission, pursuant to Resolution No. 94-198, accepted the recommendation of the Off -Street Parking Board that the proposal submitted by Olympia Building Partners, Ltd., a Florida Limited Partnership, is the most advantageous proposal for the redevelopment of the Olympia Building, located at 174 East Flagler Street, Miami, Florida, and authorized and directed the City Manager to execute a Lease Agreement between the City of Miami and Olympia Building Partners, Ltd., for the redevelopment of said building; and WHEREAS, Olympia Building Partners, Ltd. (the "Tenant") has requested, and the Executive Director of the Off -Street Parking Department has recommended, that the City Commission authorize the execution of an Non -Disturbance Agreement (the "Agreement") between the City and the Tenant and Olympia Residential Building Partners, Ltd., (the "Sub -Tenant"), and affirm a Sub -Lease ATTACH MENT 511 CONTAINED.. CPPY CornaMO ! MErmc; or, DEC 0 1 19911 Resolution No, 94- 886 Agreement which shall be executed by the Developer and the Sub - Tenant, (the Sub -Lease"); and WHEREAS, the City Commission, pursuant to the recommendation of the Executive Director of the Department of Off -Street Parking, has determined that it is in the best interest of the City to execute the Non -Disturbance Agreement and affirm the Sub - Lease Agreement; 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 hereby adopted by reference thereto and incorporated herein as if fully set forth in this Section. Section 2. The City Manager is hereby authorizedl' to execute the Non -Disturbance Agreement, in substantially the attached form, with Olympia Building Partners, Ltd. and Olympia Residential Building Partners, Ltd. Section 3. The Sub -Lease Agreement, in substantially the attached form, between the Olympia Building Partners, Ltd. and Olympia Residential Building Partners, Ltd., is hereby affirmed. 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 City Charter and Code provisions. -2- Section 4. This Resolution shall beoome effeotive immediately upon its adoption. PASSED AND ADOPTED this 1st day of December—, 1994. ST HEN P. CLA9k, MAYOR ATTE CITY CLERK PREPARED AND APPROVED BY: G. MIRIAM MAER CHIEF ASSISTANT CITY ATTORNEY APPROVED AS TO FORM AND CORRECTNESS: A! QUAN J ; CITY /ATTO GMM/ms/bs M4821 mig 1 MOO -DISTURBANCE AOR]9ZNX 1T This lion-Diaturbance Agreement (this "Agreement") is entered into this day of , 1994 by and between The City of Miami, a municipal corporation of the State of Florida (the "Landlord"), Olympia Building Partners, Ltd. ("Tenant") and Olympia Residential Building Partners, Ltd., a Florida limited partnership (the "Subtenant"). WHEREAS, Landlord entered into a Lease Agreement (the "Main Lease") dated March 18, 1994 with Tenant, pursuant to which Landlord leased to Tenant certain land and improvements defined in the Lease as the "City Property"; and WHEREAS, the Tenant and the Subtenant have entered into that certain Sublease Agreement dated the day of , 1994 (the "Sublease") pursuant to which Tenant subleased to Subtenant a portion of the City Property defined in the Sublease as the "Residential Premises"; and WHEREAS, Tenant and Subtenant entered into the Sublease contingent upon obtaining Landlord's agreement to execute this Agreement. NOW, THEREFORE, in consideration of the premises and good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, they parties agree as follows: 1. Recitals. The foregoing recitals are true and are incorporated here n by this reference, 1. Consent. Landlord hereby affirms the Sublease. 3. Non -Disturbance. In the event of a monetary default under the Main Lease, to -wit: the happening of an Event of Developer's Default under Section 8.1(a) of the Main Lease, Landlord may terminate the Nain Lease in accordance with its terms, but upon such termination, Landlord shall not disturb Subtenant's possession of the Residential Premises, and the Sublease shall automatically become and be deemed to be a direct lease between Landlord and Subtenant as to the Residential Premises, which direct lease incorporates all of the terms of the Sublease and the rights and privileges under the plain Lease granted to Tenant thereunder. Thereafter the Sublease shall retrain in full force and effect as a direct lease between Landlord and Sublessee as to the Residential Premises provided that the following conditions are met: (a) Subtenant shall pay directly to Landlord, on or before the. f iret day of each month, the Not, Cash Flow from the Residential Promises for the preceding month. Net Cash Flow, as such test is more fully described in Paragraph 4 below, shall be considered the amount remaining after deducting all expenses • • 1 6 Z: Z t m, L0 o3a 900-d Z68-1 08t-.i 'H.IJ• d JW>Md I WH I W S0£ i associated with the Residential Premises from the amount collected as rent from the Residential Premises. 4. The City'a Right to -Manage. The parties agree that, upon the happening of an Event of Developer's Default under Section 8.1(a) of the Main Lease, Landlord shall have the right, but not the obligation, to manage the Residential Premises. Landlord's right to manage the Residential Premises includes the right to collect rent from the occupants of the residential units as well as the right to operate the Residential Premises in all respects. (a) In the event Landlord exercises its right to manage the Residential Premises, either by (i) utilizing its own management personnel, or (ii) by employing a management company (the "Replacement Operator") to operate the Residential Premises on its behalf, Landlord covenants and agrees, on behalf of itself and the Replacement Operator, to operate the Residential Premises in compliance with all regulations affecting historic or low income housing tax credit projects. Landlord on behalf of itself and any Replacement Operator, grants Subtenant full access to all tenant records associated with the Residential Premises to monitor compliance with all applicable regulations. In the event Landlord, or the Replacement Operator, materially violate any of the historic or low income housing tax credit regulations, and such violation could lead to a termination of the historic or low income housing tax credits, Landlord's right to manage the Residential Premises shall be forfeited and Subtenant shall be permitted to immediately take whatever action may be necessary to cure the violation and maintain the tax credits, including employing a Replacement Operator to manage the Residential Premises on its behalf. (b) While managing the Residential Premises, Landlord or the Replacement Operator shall provide Subtenant with Monthly statements reflecting the Net Cash Flow from the Residential Premises. The statement shall reflect all income from the Residential Premises less all expenses that, in Landlord's sole discretion, are applicable to the Residential Premises. The amount remaining after deducting said expenses shall be considered the "Net cash Flow", which Subtenant is required to pay Landlord as rental for the Residential Premises and may therefore be retained by Landlord. The parties acknowledge and agree that Net Cash Flow could be a zero amount. (c) In the event, during any period of time that Landlord or the Replacement Operator are managing the Residential Premises, the expenses of the Residential Premises are greater than the income, Landlord shall have the option of turning over the responsibility for the management of the Residential Premises to Subtenant by delivering notice to Subtenant. in the event Subtenant does not fulfill its obligation to manage the Residential Premises, either by utilizing its own management personnel, or by MC 6 Z : 2 T: b6 , a 03a Loo-d 7-6e-i oe T-j 'Hlnd SN I Akldd I Wd I W 902 t employing a Replacement operator to manage the Residential Premises on its behalf, within thirty (30) days of the date of receipt of such notice from Landlord? Landlord shall have the option of terminating its obligations under this Agreement. 5. Termination. In the event Subtenant fails to comply with the terms of this Agreement, Landlord's covenant of non - disturbance shall be null and void and Landlord may terminate Subtenant Ia Tenancy. This Agreement shall terminate upon the termination of the Sublease. 6. Indemnification. Tenant hereby agrees to and shall indemnify, defend and ho d Landlord harmless from and against any claim or action brought against Landlord by th• limited partners of Subtenant claiming that they relied on Landlord's execution of this Agreement as an assurance that the historic and low income housing tax credits associated with the Residential Premises would be protected. WITNESSES: LANDLORD: THE CITY OF MIAMI, a municipal corporation of the State of Florida By: The City Commission of the City of Miami By: Its: City Manager TENANT: OLYMPIA BUILDING PARTNERS, LTD., a Florida limited partnership By: Its General Partner.. Cornerstone Olympia, Ltd., a Florida limited partnership By: Its General Partner, Cornerstone Affordable Housing, inc., a Florida corporation By: Its: -3- 0Z : E T G6 , L0 03Q 800-d E68-1 08Z-d 'Nita JN I',*fUd I WU I W SORT By: Its General Partner, DEEDCO Olympia, Inc., a Florida corporation By'. Its: SUBTENANT: OLYMPIA RESIDENTIAL BUILDING PARTNERS, I.TD., a Florida limited partnership By: its General Partner, Cornerstone Olympia, Ltd., a Florida limited partnership By: its General Partner, Cornerstone Affordable Housing, Inc., a Florida corporation By:_ Its: By: Its General Partner, DEEDCO Olympia, Inc., a Florida corporation By: Its -4- eZ:2T t16. LO D3Q 6coe--d Z�6e-1 l8Z-d 'Hinu 9NI>iao-j IWdIW Sari STATE OF FLORIDA ) ) S.S. COUNTY OF DADE ) The foregoing instrument was acknowledged before me this day of , 1994 by Cesar H. Odio, City Manager of the City of Miami, on ehalf of The City of Miami, a municipal corporation of the State of Florida. He is personally known to me or has produced as identification and who did (did not) take an oath. STATE OF FLORIDA S.S. COUNTY OF DADE NOTARY PUBLIC Typed or Printed Name of Notary My commission expires: Serial No., if any: The foregoing instrument was acknowledged before me this day of , 1994 by of Cornerstone Affordable Housing, Inc., a Florida corporation on behalf of its General Partner, Cornerstone Olympia, Ltd., a Florida limited partnership, on behalf of its General Partner, Olympia Building Partners, Ltd., a Florida limited partnership. He is personally known to me or has produced as identification and who did (did not) take an oath. NOTARY PUBLIC Typed or Printed Name of Notary My commission expires: Serial No., if any:, -5-- ••, OF- : P- T bE 6 LEA 33Q OTO-d F68-1 88 T-d 'Hine cN I >iaud I Wtj I W SKI T r -• STATE OF FLORIDA ) ) B.S. COUNTY OF DADL ) The foregoing instrument was acknowledged before me this day of , 1994 by of DBEDCO Olympia, Inc., at Florida corporation, on behalf of its General Partner, Olympia Residential Building Partners, Ltd., a Florida limited partnership. He is personally known to me or has produced as identification and who did (did not) take an oath. APPROVED AS TO FORM AND CORRECTNESS: A. Quinn Jones, III City Attorney MAN 332= • LIM 11P3m(1) NOTARY ]PUBLIC Typed or Printed Dame of Notary My commission expires: Serial No., if any: -6- Tc�zT b6, z0 03a TTC-d 268-i 08T-d 'Hinu EJNlAddd IWdIW S12'12T SUBLEASE This Sublease in entered into this day of , 1994, by and between Olympia Building Partners, Ltd., a Florida limited partnership, with an office at 2121 Ponce de Leon Boulevard, Suite 650, Coral Gables, Florida 33134 ("Sublessor"), and Olympia Residential. Building Partners, Ltd., a Florida limited partnership, whose address is 2121 Ponce de Leon Boulevard, Suite 650, Coral Gables, Florida 33134 ("Sublessee"), with reference to the following facts: A. Pursuant to a March 18, 1994 Lease Agreement (the "Main Lease") between The City of Miami, a municipal corporation of the State of Florida ("Landlord"), and Sublessor, Sublessor has leased from Landlord the land and improvements more particularly described and defined in the Main Lease and referred to hereinafter as the "City Property". All capitalized terms used in this Sublease, if not otherwise defined herein, shall have the same meanings as ascribed to them in the Main Lease. B. Sublessor desires to sublease a portion of the City Property to Sublessee and Sublessee desires to sublease such portion from Sublessor. NOW, THEREFORE, the parties agree as follows: 1. Recitals. The foregoing recitals are true and are incorporated herein by this reference. 2. Demise and Description of Property. Sublessor hereby leases to Sublessee, and Sublease* hereby leases from Sublessor, for the term and subject to the conditions and covenants hereinafter set forth, the residential portion of the City Property together with certain other portions of the improvements, as said premises are more specifically described in Exhibit "A" attached hereto and incorporated herein by reference (collectively the "Residential Premises"), together with all rights and obligations as may be necessary for Sublessee to be treated as the owner of the Residential Premises for federal income tax purposes under the Internal Revenue Code. 3. Term. The term (the "Sublease Tame.") of this Sublease shall commence on the Effective Date of the Main Lease and shall expire at 11:59 p.m. on the date which is forty (40) years thereafter (i.e. , one minute prior to the expiration of the term of the Main Lease). 4. Effective and Possession Date. This Sublease shall be effective as of the ate of execution hereof. However, Sublessee shall not be in control of the Residential Premises until the first day of January of the year following the date of the issuance of the T.C.O. for the Residential Premises (the "Transfer Date"). As of the Transfer Date, the historic and low income LT :FT 016, L0 03Q ZOO-d 368-1 08t-A 'Hinu SNI>id IWFIIW 90£i housing tax credits issued to Sublessor shall transfer to and forever be vested in sublessee. S. Rental. Commencing on the first (let) day of the month after the month in which Possession Date occurs and thereafter on or before the first (1st) day of each month during the Sublease Term, Sublessee shall pay Sublessor, the Adjusted Cash Flow from the Residential Premises for the previous month. Adjusted Cash Flow shall be defined herein as the amount remaining after deducting (i) all expenses associated with the Residential Premises during the applicable month (the "Expenses"); and (ii) return on equity to limited partners of Sublessee (the "Partnership Payments") from the amount collected as rent from the occupants of the residential units during the applicable month. 6. Obligations to Complete. Sublessor shall perform all obligations of the Developer under the Main Lease which are not being assumed by Sublessee; provided, however, that Sublessee shall not do any act which would cause the Main Lease to become in default. In the event Sublessor fails to perform its obligations under the Main Lease with regard to the Residential Premises, specifically including its obligations to complete construction of the Residential Premises and obtain the T.C.O., Sublessee shall have the option to perform such obligations under the Main Lease. 7. Right to Manage. Subject to the Non -Disturbance Agreement by and among Sublessor, Sublessee and Landlord dated on or about the date hereof, Sublessee shall have all rights in connection with the Residential Premises as granted to the Developer under the Main Lease. Notwithstanding anything to the contrary, and provided that no Event of Default has occurred under the Main Lease, or under any of the Leasehold Mortgages, Sublessee grants sublessor the right to collect rent from the Residential Premises, and operate it in all respects for the benefit of the Sublessee, including the obligation to perform as to the Residential Premises each and every obligation of Developer under the Main Lease. Sublessor shall provide Sublessee with a statement, prepared by Sublessor and audited by Sublessor's accountants, reflecting the Adjusted Cash Flow from the Residential Premises on a monthly basis. 8. Easement. In addition to the right of Sublessee to lease the Residential Premises hereunder, Sublessee, and its officers, agents, employees, customers, tenants and invitees are hereby granted an easement over the City Property for access and ingress and egress to and from the Residential Premises for all purposes permitted under this Sublease. 9. Quiet Possession. Sublessee, upon full performance of all provisions herein, and subject to the provisions of the Main Lease, shall peaceably and quietly have, hold and enjoy the -2- LS.ET b6, LO DEG 200-d Z68-i 08Z-A 'Hind ONIAddd IWHIW SOET Residential Premises through the Sublease Term without any disturbance from Sublessor. 10. No Conflict. Nothing in this Sublease in intended to conflict with the terms of the Main Lease, or with any of the rights granted to Landlord in the Main Lease, which will remain in full force and effect throughout the Sublease Term. In the event of a conflict between the terms of the Main Lease and the terms of the Sublease, the Main Lease shall control. 11. Time of the Essence. Time shall be of the essence as to all terms and conditions of this Sublease. 12. Radon Gas. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. IN WITNESS WHEREOF, the parties hereto have executed this Sublease on the date first above written. SUBLESSOR: OLYMPIA BUILDING PARTNERS, LTD., a Florida limited partnership By: Its General Partner, Cornerstone Olympia, Ltd., a Florida limited partnership By: Its General Partner, Cornerstone Affordable Housing, Inc., a Florida corporation By: Its: By: its General Partner DEEDCO Olympia, Inc., a Florida corporation BY: Its: -3- M i ai:c'S b6. LO 03C VOO-d e68-i OeT-d 'Hilly 9ND*kd IWdIW SOrZi MIAMI 33NO43 • LIM SUBLESSEE: OLYMPIA RESIDENTIAL BUILDING PARTNERS, LTD., a Florida limited partnership By: Its General Partner, Cornerstone Olympia, Ltd., a Florida limited partnership By: Its General Partner, Cornerstone Affordable Housing, Inc., a Florida corporation By: Its: By: Its General Partner DEEDCO Olympia, Inc-, a Florida corporation 4- By: Its: • • 1 ST:ET 1,6, 40 03Q GOO-d E6S-1 08S-d 'HXIJ JNI rddd I JUN S02T NOV 2 9 1994 5.0 0 PM CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM To : The Honorabl Mayor and DATE : November 29, 1994 FILE Members r e City Commission /1 SUBJECT : Pocket Item FROM : W $ (Willy) Gort REFERENCES: C sinner It ENCLOSURES: I would like to bring up as an emergency pocket item at the December 1, 1994 City Commission Meeting the Olympia Building redevelopment. I am also attaching documents distributed by Mr. Clark Cook, Executive Director of the Miami Parking System that pertain to this matter. Thank you for your cooperation. WG/rr cc: Cesar Odio, City Manager 94- 886 TO: Honorable Mayor and DATE: November 28, 2994 Members of the City Commission FROM: Clark Cook SUBJECT: Olympia Building Redevalopment - Executive Director 12/1/94 Public Hearing Miami Parking System in order to not jeopardise the pending redevelopment of the Olympia Building, it is necessary to discuss the attached documents at a public hearing during the 12/1/94 City Commission meeting. The appropriate public notices have been placed. Thank you for your attention to this matter. a-�L az mc:citycomm.doc 94- 886 SENT BY:SHUTTS and BOWEN M i-23-84 14,'35 i 3053817823•0 1305;0 3 a.y=mmal; This sublease is entered ,into this ,p„ day of , 1904, by and between Olyaapia BuiWng partners, Ltd., F1or a limited partnership, with an office at 2121 Ponce de Leon Boulevard, suits 5$0, •Coral Gables, Florida 33134 "Sublessor"), and Olympia Residential-Buildinq Partners, Ltd., a Florida limited partnership, Whose address is 3121 Ponce'de,Leon Boulevard, suits 630, Coral Gables, klorida 33134 ("Bublesseell), with reference to the following facts: A. Pursuant to a March 18, 1994 Lease Agreement (the "Idain Lease") between The City of Miami, a munibipal corporation of the state of Florida ("Landlord"),, and Sublessor, Sublessor has leased • from Landlord the land and improvements more- particularly described and defined in the Main Lease and referred to hereinafter as the "City Property". All capitalized terms used in this Sublease, it not otherwise defined herein, shall have the same meanings as ascribed to them in the Main Lease. Sublessor desires to sublease a portion of the City • Property to Sublessee and Sublessee desires to sublease such Portion from Sublessor. j NOW& THEREFOR$, • the parties agree as follows s j 1. Recitals. The foregoing recitals are true and are Incorporated herein y this reference. 8. Demise and Description of Propertz, Sublessor hereby leases to Sublesses, and Bub essae hereby leases from subleesdr, for the tdrim •and subject to the conditions and covenants hereinafter not forth, the residential portion of the City Property together with cartain"other portions of the improvements, as said premises are more specifically-doscribod in Exhibit "A" attached hereto and Incorporated herein by reference (the "Residential PreftsRs"), together with all rights and obligations an may be necessary for sublessee to be treated as the owner of the Residential Premises for federal income tax purposes. 3. Term. The terse (the "sublease Term") of this • sublease shall commence on the affective Date of the main Lease and • shall expire at 1108 p.m. on the datp which is forty 40) years -aria (i.e., •oe minute prior to the expiration o!� the term of the Main Lease). . 41 JjffoctAve lknd Possession Dale. This sublease shall be effective as of the date of execution hereof. However, Bubloiase shall not take pgssession•ot the Residential Premises until the first day of January of the yak r following the date of the issuance, of the. T.C.a. for the• Residential Premises (the "Possession Date"). As of the Possession Date, the historic and 94- 886 . . . . . . . . . . .......... r r V 1 w 1 ION incOMO housing tax credits issued to sublessor shall transfer to and forever'be vested in subleases. 3. Bentaall. Commencing on the first (let) day of the month after the month. in which possession Date occurs :and thereafter on or before the first (lot) day of each month during the sublease Term, Sublessor shall pay Sublespor, the Adjusted Cash Flow from the. Residential Promises for the previous p�oonth. Adjusted Cash Flow shall be defined herein as the amount resiaining after deducting from the amount collected as rent from the A®sidential Premises during the applicable month the foliowingi (I) all expenses associated with the Residential Premises during the applicable month (the "Lxpens.es")= and (ii) — ( the 11P nerisly Paymen s 6. Cblications to comriste. Sublessor shall perform all obligations 0.9 the tenant under the Main Lease which are not being assumed by Sublesseet provided, however, that Sublessee shall not do any act which would cause the. Xain Lease to become in default. In the event Bublassor fails to perform its obligations under the Xain Lease with regard to the Residential Premises, specifically including its obligations to complete construction of the Residential Premises and obtain a temporary certificate of occupancy, Sublessee shall have the option to perform such obligations under the Main Lease. 7. RSaht to Me)age. Sublessee shall have all rights in connection With th® Residential Premises as, granted to the Developer under the Main Lease. Notwithstanding anything to the contrary, and, provided that no. Event of Default has occurred tender • the Main Lease, or under any of the Leasshold Mortgages, Subleases grants Sublessor the right to collect rent from the Residential Premises, .and operate it in all respectq, • including the obligation to perform as to the Residential Premises each and Avery obligation of Developer under the Main Lease: Sublessor shall provide Sublessee with a statsinent, prepared by.Sublessor and audited by Bublesspr's accountants; -reflecting the Adjusted Cash Flow from the Residential Premises on a monthly basis. e. asam �tt. In addition to the right of subleases to lease, the Rea ential Premises hereunder, subleases, and its officers, agents; employees#*customers, tenants and invitees are hereby granted an easement over the City Property for access and Ingress and egress to. end from the Residential Premises for ail purposes permitted under this sublease. !. iet osseslion•, sublesses,• upon, full performance of all provisions hors n;'and subject to the provisions of the slain Lease; shall peaceably and Quietly hdvb, hold and enjoy the Residential Premises through the 'Sublease Term without any ..' w 4 disturbance from sublessor or any parson claiming by, through or tinder sublessor. 10. JLC gonflict. Nothing in this Sublease is Intended to:eonlliet with the terms of the )wain Lease,,or with any of the rights granted to Landlord in the Main Leese, which will remain in full force and effect throughout the Sublease Term. to the rvent of a conflict between the farms at ti�a flair V.amaa n"A tha *wrw�i # ii. im of the rusepop, Time shall bs of the essence as to all %*=$ an -ConditLans of this Sublease. 12. Radon an Radon Is a naturally occurring radioactive gas that, n i-t has accumulated in a building in • sufficient quantities, may present health- risks' to persons who are exposed to it over tim4. Levels of,.radon that exceed federal and state guidelines have Bien found In buildings In 'Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. IN WITNESS WHEREOF, the parties hereto have executed this Sublease on the date first above written. SUBLESSOR: OLYMPIA BUILDING PARTNERS& LTD., a.Florids limited partnership Bye Its General Partner, Cornerstone Olympia, Ltd., a Florida limited partnership Bye 2ts General Partners • Cornerstone Affordable Housing, Inc., a Florida -corporation . eye 94- 886 V 3053817823•+ 13054 8 SENT BYcSHUTTS•and BOWEN - 01-23-84 141•38 py: Its General partner DEEDCO Olympia, Ina., a Florida corporation Its #�„� • BUHLS68E3� # . OLYMPIA REBIDEINTIAL BUILDING ' j PARTNERS, LTD., a Florida limited partnership •_ Aya Its General partner, Cornerstone Olympia, Iotd.• i a Florida limited partnership By# Its General partner, Cornerstone Affordable Housing, Inc., a Florida corporation Bye Its: Sys its General Partner DEEDCO Olympia# Ina., a Florida corporation By Its# nnwn Is""j.M 94-- 886 i • V N V t w N0N::221nMANC$ AOAguNT •This lion -Disturbance Agreement (this "Agreement") is ,entered • into thin day of , 1994 by and between The City of Xiami, a mpnicipal corpo`r tibn of the Btate of Florida (the "Landlord"), Olympia Building Partners, Ltd., ("Tenant") and Olympia Residential Building partners, Ltd., a Florida limited partnership (the "Subtenant").' MMRBAB, Landlord entered into a Lease Agreement (the*"Xain Leasan) dated March 38, 1994 with Tenant, pursuant to which Landlord leased to Tenant certain land and improvements defined in the Lease as the $$City Property"$ and WHEREAS, the Tenant and the Subtenant have entered into that Certain Sublease Agreement dated the ___, day of e , 2994 (the "bubleass"). pursuant to which Tan4ent subieasO to Subtenant a portion of the City Property defined in the Bubleasa as the "Residential Premises"; and WHEREAS# Tenant and Subtenant entered into the Bublease contingent upon obtaining Landlord's agreement to execute this Agreement] and NOWF THEREFORE# In consideration of the promises and good and valuable consideration, the receipt and sufficiency of which Is hereby acknowledged, the parties agree as follows: . 1. Recitals. The foregoing recitals are true and are Incorporated hers�by this reference. 2. Gonnenj. Landlord hereby affirms the Oubleaxe. Non -Disturbance. In the event of a monetary default under the Main• Lease, tom", the happening of an Event of Developer's Default under Section 9.3(a) of the Main Lease, Landlord may tsrteinats the Kain Lease in accordance with its termer but upon such termination, Landlord -shall not disturb eubtenant's posesssion of the* Residential Promises,, and* the Sublease shall automatically become and be deemed to ba a direct lease between Landlord and Subtenant'am to the Nesidahtial Premises, which direct lease Incorporates all of the testes of the Sublease and the rights • and privileges under the'Main Lease granted to Tenant thereunder. Thereafter the Buhleaso shall remain in full force and effect as a direct lease between Landlord and Sublessee as to the Residential Promises provided that the following'conditions are mate (a) Subtenant shall pay dirsctiy to Landlord, on or before the first day of each month, -the Not Cash flow from the Residential.Premiwas for the preceding month. Not Cash Flow,Jg uch term In more. fully described in Paraarayh I hSIMIA-shall be considered the amount remaining attar deducting all expenses 94- 886 SENT,BY:SHUTTS and BOWEN , .11-23-94 ; 14:39 3053817823-+ 1305�N 8 associated with the Residential Premises from the amount collected as rent from the Residential Premises. 4.• The it 's Right to Ma e. she parties agree that, upon the happening o an Event o Dove ope=I Default under section ?On of tbo Main Lease, Landlord shall have the right to �oana e the Residential premises. Landlord's right to maa�ag6 tgo Residential Promises includes the right to collect rent from the Residential Premises as well as the right to operate it in all respects. Landlord shall provide.subtsnant with monthly statements reflecting the Not Cash Flow from the Residential Premises. The statement 'shall'reflect all income from..;the Residential Premises less all expenses that, in Undlordlm sole discretion, are applioable to the Residential Premises. The amount remaining after deducting said.expenros,shall be considered the "Net Cash Flow", which Subtenant i.A required to pay'Landlord as rental for the Residential Premises and may therefore be retained by Landlord. The parties acknowledge and agree that Not Cash Flow could be a zero amount LL Terminat In the event Subtenant fails to comply with -the terms -of this gresment,. Landlord's covenant of non - disturbance shall be null and void and Landlord may terminate Subleases's Tenancy. WZTNESSEB t , s THE CITY OF MIAMI, a municipal corporation bf the State of Florida Sys The City Commission of the City Of flume Byl =tat City manager TENAK s , • , • OLYXPX4 BUILDING PARRTNERB, LTD., a Florida 11ALted partnership Ays Its general Partner, Cornerstone Olympia, Ltd., a Florida limited partnership 94- 886 3 H • tl tl tl� A tl Bye Its General Partner, Cornerstone • Affordable Housing, Inc., a Florida corporation Dys Sys Its General Partner, DEEDCO Olympia, Iris., a Florida corporation By: . Itss BUBTENANTi OLYMPIA RESIDENTIAL BUILDING PARTNE18, LTD., a Florida. limited partnership ,Dye Ito General Partner, • Cornerstone Olympia, Lld., a Florida limited partnership bye I*s general Partner, Cornerstone Affordable • Housing, Inc., a Florida corporation Sys Its � -9- 94- 886 8 !yt Its General Partner, DEEDCO Olympia, Inc., a Florida corporation HP= Its: eTATY OF FLoRIDA ) ) s.s. COVIM OF DADE j The foregoing instrument was acknowledged before ate this day of , 1994 by Cesar'He Odio, City Manager of TTe City c6mm se on o -the City .of Miami, on behalf of The City of Miami, a municipal corporation of tho•State of Florida. He is Identification known to ate or hag produced as identification and who did•(did not) take an oa NOTARY PUBLIC Mod or Prints ame o No ary -. My Commission expirsel serial No.# if anyI 9 — 886 .. ... _•. aTATE OF FLORZDA ) 6.6. COUNTY OF DADS The foregoing instzument was acknowledged before me this day Of *'1994 by o� . Cornerstone, A, ore a ilous ng, Inc., m7rfloTrida corporation on behalf of its General Partner, Cornerstone Olympia, Ltd.* a Florida 1-3mited partnership• on behalf of Its, General Partner* ® is Building partners* Ltd., a Florida limited partnership. die is • personally 'known .to me or has produced as Identification and who slid (did not) take an oath. NOTARYUBLI Type3 or Printed Name of Notary my commission expires$ Serial No., if any: ®TATE OF FLORIDA ) ) e.�. COUNTY OF DADS ) The foregoing instrument was acknowledged before me this day of , 1994 by a DELDCO Olymp a; Inc., a Florida corporn on, on behalf -ofIts General Partner, Olympia Residential Building partners, Ltd.* a Florida limited partnership. He is personally known to me or has produced as-identilication and who did (did not) take an oath. MAW Punic. Wyed or Printed Name of Notary sly commission- expires $ • social No.* If any$ J4-- 886 �r�.� r• r••r• •r w••�. w�..�.. • . . _ ... 1 • • y f - I • I I t • i i I APPROVED AS TO FORM AIM CORRECTNESS= quann Jones, II i City Attorney MAMI 3307i - LIM 11JZSea 94- 886 i