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
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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
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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:
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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
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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--
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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
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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
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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-
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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
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APPROVED AS TO FORM AIM
CORRECTNESS=
quann Jones, II
i
City Attorney
MAMI 3307i - LIM
11JZSea
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