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HomeMy WebLinkAboutR-92-0354J-92-315 05/28/92 92 - 354 RESOLUTION NO. A RESOLUTION, WITH ATTAC:HMENTS(S), MAKING A LEGISLATIVE FINDING THAT THE CENTER FOR HEALTH TECHNOLOGIES, INC., (THE CENTER) A NOT -FOR -PROFIT FLORIDA CORPORATION, ESTABLISHED BY THE FLORIDA LEGISLATURE PURSUANT TO SECTION 381.0404, FLORIDA STATUTES, AND RECOGNIZED UNDER 501(c)(3) OF THE INTERNAL REVENUE CODE AS A PUBLICLY SUPPORTED ORGANIZATION WILL BE IMPLEMENTING A PROJECT OF A GOVERNMENTAL INSTRUMENTALITY IN ITS PROPOSED USE AND DEVELOPMENT OF CITY - OWNED PROPERTY AND IS THEREFORE EXEMPT FROM THE COMPETITIVE BIDDING REQUIREMENTS SET FORTH IN SECTION 29-B OF THE CITY CHARTER; FURTHER AUTHORIZING THE CITY MANAGER TO EXECUTE A LEASE AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, WITH THE CENTER FOR THE USE OF A PORTION OF THE MUNICIPAL JUSTICE BUILDING, LOCATED AT 1145 N.W. 11TH STREET, MIAMI, FLORIDA, FOR A TERM OF FIVE (5) YEARS, AT AN ANNUAL RENT OF ONE DOLLAR ($1.00); FURTHER PROVIDING IN SAID LEASE, THAT IF DURING THE INITIAL TERM, THE CENTER SECURES FUNDS SUFFICIENT FOR THE DEVELOPMENT OF THE PROPERTY, SUBJECT TO THE APPROVAL OF THE CITY COMMISSION, THE LEASED PROPERTY MAY BE EXPANDED TO INCLUDE THE ENTIRE MUNICIPAL JUSTICE BUILDING PROPERTY, AND THE TERM OF SAID LEASE MAY BE EXTENDED FOR A LENGTH OF TIME COMMENSURATE WITH THE REQUIREMENTS OF SAID FINANCING; FURTHER PROVIDING THAT IF THE CITY COMMISSION APPROVES SAID EXTENSION OF THE LEASE, UPON THE CENTER PROVIDING EVIDENCE OF HAVING SECURED SAID FINANCING, THE CENTER SHALL COMMENCE PAYMENT TO THE CITY, AS ANNUAL RENT, OF AN AMOUNT EQUIVALENT TO THE REAL ESTATE TAXES ASSESSED ON THE LAND VALUE, IN LIEU OF, REAL ESTATE TAXES. WHEREAS, under the authority granted by the Florida legislature pursuant to Section 381.0404, Florida Statutes, the ATTACHMENTS) CONTAINED CITY COMMISSION MEETING OF, MAY 2 8 1992 9RzoluuorT5 4 C H Center for Health Technologies, Inc, (the Center) was established as a not -for -profit corporation and is recognized under Section 501(c)(3) of the Internal Revenue Code, as a publicly supported organization; and I WHEREAS, the purpose of the Center is to encourage the development and growth of the health sciences in the state, with an emphasis on technologies which will help to prevent illness and reduce health care costs; to assist coordination between and with educational institutions, health care providers, and persons engaged in research and development of health care products; to provide services to persons and incipient firms engaged in the incubation of health care products; to assist in technology transfer; and to establish academic laboratories, libraries, and other resource facilities to be shared among the center's constituents; and WHEREAS, the City of Miami owns the property known as the Municipal Justice Building located at 1145 N.W. llth Street, Miami, Florida; and WHEREAS, the Center has requested the use of said property to house its operations; and WHEREASe the Center's proposed use of this City -owned property is for the purpose of implementing a project of a governmental agency or instrumentality and therefore exempt from the competitive bidding requirements set forth in City Charter Section 29-B applicable to the disposition of City property; -2- 92- 354 11 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 authorized to execute a Lease Agreement, -!I in substantially the attached form, with the Center for Health Technologies, Inc. for the use of a portion of the Municipal Justice Building located at 1145 N.W. filth Street, Miami, Florida, for a term of five (5) years, at an annual rent of one dollar ($1.00); said lease to further provide that if during the initial five (5) year term the Center secures funds sufficient for the development of the entire property, subject to the approval of the City Commission, the leased property may be expanded to include the entire Municipal Justice Building Property and the term of said lease extended for a length of time commensurate with the requirements of obtaining said financing; and further providing in said lease that upon the Center providing evidence of having secured said financing, and if the City Commission approves the aforemention extension, the 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 City Charter and Code provisions. -3- 92- 354 lip Center shall pay to the City, on an annual basis, as rent, an amount equivalent to the real estate taxes assessed on the land value of the entire Municipal Justice Building property in lieu of real estate taxes. , Section 3. This Resolution shall become effective immediately upon its adoption. PASSED AND ADOPTED this 28th day ATTE MA Y HIRAI City Clerk PREPARED AND APPROVED BY: JULIE . BRU ASSISTANT CITY ATTORNEY APPROVED AS TO FORM AND CORRECTNESS: y"" Jn7 J NE , I CITY ATPINEY M2966:JOBtkd -4- L \ SUARB% , 92- 354 a FA 2 LEASE AGREEMENT FROM THE CITY OF MIAMI TO CENTER FOR MMTH TECHNOLOGIES, INC. INDEX 1. INCORPORATION OF RECITALS 2. DESCRIPTION OF LEASED PROPERTY AND THE EXPANDED LEASED PROPERTY 3. TERM OF LEASE AGREEMENT 4. USE OF LEASED PROPERTY OR THE EXPANDED LEASED PROPERTY 5. CONSIDERATION 6. LESSOR'S RIGHT OF ENTRY 7. RENOVATION AND POSSESSION OF THE LEASED PROPERTY OR THE EXPANDED LEASED PROPERTY S. CONSTRUCTION, REPAIRS, ALTERATIONS AND IMPROVEMENTS 9. CANCELLATION AND RELOCATION 10. COMPLIANCE WITH LAWS 11. UTILITIES 12. INSURANCE 13. INDEMNITY, DEFEND AND HOLD HARMLESS 14. MAINTENANCE OF LEASED PROPERTY OR THE EXPANDED LEASED PROPERTY 15. ASSIGNMENT AND SUBLETTING OF LEASED PROPERTY OR THE EXPANDED LEASED PROPERTY 16. 'SUCCESSORS AND ASSIGNS 17. ADVERTISING 18. NOTICE AND GENERAL CONDITIONS 19. SPECIAL ASSESSMENTS OR TAXING DISTRICTS 20. SURRENDER OF LEASED PROPERTY OR THE EXPANDED LEASED PROPERTY 21. AFFIRMATIVE ACTION 22. MINORITY/WOMEN BUSINESS UTILIZATION 23. NONDISCRIMINATION 92- 354 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. 34. 35. AMENDMENTS AWARD OF AGREEMENTS CONFLICT OF INTEREST CONSTRUCTION OF AGREEMENT SEVERABILITY COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS WAIVER DEFAULT PROVISION SECURITY ACKNOWLEDGMENT OF EXISTING JAIL PARKING ENTIRE AGREEMENT EXHIBIT A 92- 354 LEASE AGREEMENT THIS LEASE AGREEMENT, is made and entered into this day of , 1992, by and between the CITY OF MIAMI, a municipal corporation of the State of Florida (hereinafter the "LESSOR"), and CENTER FOR HEALTH TECHNOLOGIES, INC., a Florida not -for -profit corporation, established pursuant to Section 381.0404, Florida Statutes, and recognized under 501 (c)(3) of the Internal Revenue Code as a publicly supported organization (hereinafter the "LESSEE"). W I T N E S S E T H WHEREAS, pursuant to Section 381.0404, Florida Statutes, the Florida legislature established the Center for health Technologies to be located in Dade County and administered by a statutory teaching hospital located in Dade County; and WHEREAS, the purpose of the center is to encourage the development and growth of the health sciences in the state, with an emphasis on technologies which will help to prevent illness and reduce health care costs; to assist coordination between and with educational institutions, health care providers, and persons engaged in research and development of health care products; to provide services to persons and incipient firms engaged in the incubation of health care products; to assist in technology transfer; and to establish academic laboratories, libraries, and -4- 92- 354 A other resource facilities to be shared among the center's constituents; and WHEREAS, the City of Miami owns the property known as the Municipal Justice Building located at 1145 N.W. llth Street, Miami, Florida; and WHEREAS, the Center for Health Technologies, Inc. has requested the use of said property to house its operations; and WHEREAS, the Commission of the City of Miami, Florida by Resolution No. , passed and adopted on , 1992, has determined that the use of said property by the Center for Health Technologies, Inc. is in furtherance of implementation of a governmental project; and WHEREAS, the Center for Health Technologies, Inc. agrees to use all reasonable means and its best efforts to ensure that start up companies which benefit from the Center's "incubator" facilities will locate their business within the City of Miami; and WHEREAS, so long as the Center for Health Technologies, Inc. is statutorily authorized pursuant to Florida law to carry out the aforementioned purposes and objectives, the City of Miami will allow it to use said property in accordance with the terms and conditions as follows: 1. INCORPORATION OF RECITALS The recitations set forth above constitute an integral part of the Lease Agreement and are incorporated here by this _5_ 92- 354 reference with the same effect as if set forth here as agreements of the parties. 2. DESCRIPTION OF LEASED PROPERTY OR THE EXPANDED LEASED PROPERTY The LESSOR hereby leases to LESSEE, and LESSEE hereby leases from LESSOR that certain property (hereinafter referred to as the "LEASED PROPERTY") known as the Personnel Building of the Municipal Justice Building Property located at 1145 N.W. llth Street, Miami, Florida, described in Exhibit "A" attached hereto and made a part hereof. The LESSEE may upon meeting certain conditions described in Section 3, 4 and 5, expand the LEASED PROPERTY to include the entire Municipal Justice Building Property (hereinafter the "EXPANDED LEASED PROPERTY") and legally described as follows: NW 1/4 of the SE 1/4 of Section 35, Township 53 South, Range 41 East: NE corner of NW 11th Street and 12 Avenue within the approximate following boundaries: Water and Sewer Department's Property to the east, NW 11 Street to the south, NW 12 Avenue to the, west and Expressway right-of-way to the north. 3. TERM OF LEASE AGREEMENT The term of this Lease Agreement, unless sooner terminated as provided in Section 9, 10, 23 and 31 hereof, or further extended as provided in this Section, shall be for an initial five (5) year period commencing on the date of execution of this Lease Agreement, or upon receipt by the LESSOR of a contamination assessment report of the LEASED PROPERTY procured by the LESSEE -6- 92- 354 a in accordance with Section 7 hereof, whichever occurs later, but in no case will the term of this Lease Agreement commence later than ninety (90) days from May 28, 1992. Additionally, during the initial five (5) year period if LESSEE is able to secure private and/or public financing necessary for the development of the EXPANDED LEASE PROPERTY, for the purpose of establishing a research and development center in accordance with the purpose and objectives set forth in Section 381.0404, Florida Statutes, then upon LESSEE providing to the LESSOR evidence that said financing has been secured by LESSEE and obtaining the approval of the City Commission, the term of this Lease Agreement may be extended for an additional length of time commensurate with the requirements for obtaining the financing for said development. 4. USE OF LEASED PROPERTY OR THE EXPANDED LEASED PROPERTY The LEASED PROPERTY or the EXPANDED LEASED PROPERTY shall be used by the LESSEE in accordance with an pursuant to the authority granted to LESSEE by Section 381.0404, Florida Statute for research, development, design, management, training and incubation of business involved in biomedical, biotechnical and medical technologies. LESSEE may establish a model research and development center for Florida's health technologies industry which includes occupancy by related development firms, public and private support organizations, associations, academic, agencies of government, and economic development groups, as well as conference and support facilities. -7- 92-- 354 5. CONSIDERATION LESSEE does hereby covenant and agree to pay LESSOR as consideration for the use of the LEASED PROPERTY throughout the term of this Lease Agreement, the sum of One Dollar ($1.00) per year in advance, beginning on the date hereof and on the anniversary date of each and every year thereafter during the initial five year period. Additionally, if and when LESSEE is able to secure private and/or public financing sufficient for the development of the EXPANDED LEASED PROPERTY as provided in Section 3 hereof, and upon LESSEE providing to the LESSOR evidence that LESSEE has secured said financing, LESSEE will pay the City, in lieu of Real Estate taxes, an amount equivalent to the Real Estate taxes assessed on the land value of the EXPANDED LEASE PROPERTY commencing on the date that LESSEE provides the aforementioned evidence and on the anniversary date of each and every year thereafter until termination of the lease. 6. LESSOR'S RIGHT OF ENTRY LESSEE agrees to permit LESSOR'S City Manager or his designee to enter upon the LEASED PROPERTY or the EXPANDED LEASED PROPERTY during all reasonable working hours for any purpose LESSOR deems necessary to, incident to, or connected with the performance of LESSOR'S duties and obligations hereunder or in the exercise of its rights and functions. -e- 92- 354 7. El - fa OF :E LEASED PR( ERTY OR EXPANDED LESSOR and LESSEE acknowledge that the improvements in the LEASED PROPERTY may necessitate renovation to conform to the South Florida Building Code. LESSEE accepts the LEASED PROPERTY "as is". LESSEE will, at its sole expense, renovate the improvements to conform with the South Florida Building Code and will utilize due diligence in the completion of all necessary renovations. LESSOR will grant possession of the LEASED PROPERTY or the EXPANDED LEASED PROPERTY to the LESSEE upon obtaining, at least, a Certificate of Insurance in compliance with the insurance requirement contained in Section 12 hereof. LESSEE shall not operate the LEASED PROPERTY or the EXPANDED LEASED PROPERTY as provided in Section 4, hereof until LESSEE has obtained a Certificate of Occupancy and has complied with all the requirements of Section 10 hereof. LESSEE hereby acknowledges that there may be certain hazardous contaminants, including but not limited to asbestos in the LEASED PROPERTY. LESSEE shall at its sole cost and expense cause an appropriate asbestos survey to be conducted and shall procure an appropriate contamination assessment report. LESSEE shall not occupy the LEASED PROPERTY unless and until any such contamination has been removed and remediated so that it no longer posses a health hazard. -9- 92- 354 8. CONSTRUCTION, REPAIRS, ALTERATIONS AND IMPROVEMENTS LESSEE agrees that no construction, repairs, alterations or improvements may be undertaken by it upon the LEASED PROPERTY or the EXPANDED LEASED PROPERTY unless the plans: A. Are first submitted, to LESSOR'S Department of Development and Housing Conservation, Property & Lease Management Division, for presentation, review and response within sixty days (60) by all departments and offices with jurisdiction over said plans; and B. Are approved by the City Manager, which approval shall not be unreasonably withheld; and C. Are in compliance with all applicable State, County, and City Rules and regulations. All such construction, repairs, alterations or improvements shall be at LESSEE'S sole expense. Upon completion of the same, copies of the paid invoices, receipts and other such documents shall be submitted to LESSOR by LESSEE and shall be considered as having been incorporated herein and attached hereto for proof thereof. Upon the termination, cancellation or expiration of this Lease Agreement or any extension thereof, all permanent improvements upon the LEASED PROPERTY or EXPANDED LEASED PROPERTY, in their then existing conditions, shall become the property of LESSOR and no compensation will be due to the LESSEE. 9. CANCELLATION AND RELOCATION Notwithstanding, anything in this Lease Agreement to the contrary, LESSOR reserves the right to cancel this lease by -10- 92-- 354 giving LESSEE one hundred eighty (180) days written notice to vacate, but only in the event that LESSOR determines that the LEASED PROPERTY is needed for a specific public purpose and provided that LESSOR pays LESSEE the unamortized cost of any improvements undertaken by LESSEE upon the LEASED PROPERTY. LESSOR shall use its best efforts and due diligence to relocate LESSEE in accordance with the Uniform Relocation Act if mandated by federal law. The amortization period herein referenced shall be based on the initial five (5) year period. 10. COMPLIANCE WITH LAWS LESSEE accepts this Lease Agreement and hereby acknowledges that LESSEE'S compliance with all laws of the State of Florida, Ordinances of the City of Miami and Dade County, Florida, pertaining to the operations and maintenance of the LEASED PROPERTY or the EXPANDED LEASED PROPERTY, including but not limited to building codes and zoning restrictions, is a condition of this Lease Agreement, and LESSEE shall comply therewith as the same presently exist and as they may be amended hereafter. If LESSEE is unable to comply with all necessary zoning requirements at any time during the term of this lease, including but not limited to obtaining a Special Exception or Special Permit, the LESSOR shall have the right to terminate the Lease Agreement without further notice or demand to LESSEE. 11. UTILITIES LESSEE shall pay all charges for all utilities, including but not limited to, electricity, water, gas, garbage and sewage disposal. -11- 92°- 354 12. INSURANCE LESSEE at LESSEE'S sole cost and expense shall maintain throughout the period of this Lease Agreement and through any per`oLdn of e. tnnninnn- the following insu rance: tnsotanca on a comprehensive general liability coverage form, or its equivalent, including premises, operations, and contractual coverages, with a combined single limit of at least $1,000,000 for bodily injury liability and property damage liability. (b) A standard fire insurance policy on the LEASED PROPERTY or the EXPANDED LEASED PROPERTY and all furniture, fixtures, equipment, and improvements, including the perils of fire, extended coverage, and other perils, for the cash value thereof. (c) The LESSOR shall be named as an additional insured under the policies of insurance as required by this Lease Agreement. (d) Any insurance procured by LESSEE as herein required shall contain endorsements that the insurance company shall give the LESSOR at least thirty (30) days advance written notice of cancellation of said policies or any material modifications thereof. (e) Certificates of Insurance shall be delivered to the Insurance Coordinator, Risk Management Office, Dupont Plaza Center, 300 Biscayne Boulevard Way, Suite 328, Miami, Florida 33131, and the Property Lease Management Office, Dupont Plaza Center, 300 Biscayne Boulevard Way, Suite 400, Miami, Florida 33131. -12- 9 z- 354 a />rAk (f) The insurance coverage required shall include those classifications as listed in standard liability insurance manuals which most nearly reflect the operations of th- I;RSSr;' . (g) Any insurance procured by LESSEE as herein required shall be issued by a company authorized to do business under the laws of the State of Florida, with a rating of no less than "B" as to management, and no less than "Class V" as to financial strength by the latest edition of Bests Key Rating Insurance Guide or by a company that holds a valid Florida Certificate of Authority issued by the State of Florida, Department of Insurance, and is a member of the Florida Guarantee Fund. 13. INDEMNITY, DEFEND AND MOLD HARMLESS LESSEE agrees at its sole cost and expense, to indemnify, defend and hold harmless the LESSOR and any of its officials, employees, agents and authorized personnel from any and all liability, claims, demands, damages, losses, or causes of action of any nature whatsoever which may arise out of LESSEE'S use of, activities at, or operations at the LEASED PROPERTY or EXPANDED LEASED PROPERTY, occasioned wholly or in part by any alleged act, or omission ofs (1) LESSEE; (2) LESSEE'S sub -lessees; (3) any person acting for or on LESSEE's behalf including, licensees, clients, independent contractors, family members, guests, invites, employees, and agents; or (4) LESSOR or any of its officials, employees, and agents. IT IS CLEARLY UNDERSTOOD THAT THIS AGREEMENT TO INDEMNIFY THE LESSOR SHALL INCLUDE CLAIMS IN WHICH IT IS ALLEGED THAT THE LESSOR (OR ANY OF ITS OFFICIALS, -13- ■ 92- 354 EMPLOYEES AND AGENTS) WERE THEMSELVES NEGLIGENT ONLY SO LONG AS THE CLAIM HAS SOME RELATIONSHIP, HOWEVER SMALL TO LESSEE°S USE OF THE LEASED PROPERTY OR EXPANDED LEASE PROPERTY. 14. MAINTENANCE OF LEASED PROPERTY OR THE EXPANDED LEASED PROPERTY LESSEE at LESSEE's sole cost and expense shall maintain the LEASED PROPERTY or the EXPANDED LEASED PROPERTY in good order and repair at all times and in an attractive, clean, safe and sanitary condition during the period of this Lease Agreement, or any extensions thereof or as long as LESSEE continues to enjoy the privilege granted hereunder. 15. ASSIGNMENT AND SUBLETTING OF LEASED PROPERTY OR THE EXPANDED LEASED PROPERTY LESSEE shall not at any time during the term of this Lease Agreement or any extensions thereof assign this lease or sublease any portion of, or all of the LEASED PROPERTY or the EXPANDED LEASED PROPERTY without the written consent of the LESSOR which said authorization may be granted by the City Manager to LESSEE, upon approval by the City Commission of Miami, Florida, and subject to the proposed sublessee's or assignee's compliance with all applicable, provisions of the City of Miami, Charter and Code. Nothing here contained shall be construed to prevent LESSEE from carrying out its purpose and objectives in accordance with Section 4 hereof, including the function of incubating small companies by offering them physical space provided that LESSEE only charges said companies a nominal fee to recuperate operational expenses. -14- 92- 354 16. SUCCESSORS AND ASSIGNS This Lease Agreement shall be binding upon the parties herein, their trustees and assigns. 17. ADVERTISING LESSEE shall not permit any signs or advertising matter to be placed on any portion of the LEASED PROPERTY or the EXPANDED LEASED PROPERTY except with prior written approval of the Miami City Manager or his designee, which approval shall not be unreasonably withheld. 18. NOTICE AND GENERAL CONDITIONS A. All notices or other communications which shall or may be given pursuant to this Lease Agreement shall be in writing and shall be delivered by personal service or by registered mail addressed to the parties at their respective addresses indicated below or as the same may be changed in writing from time to time. Such notice shall be deemed given on the day on which personally served, or if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. NOTICE TO LESSOR: NOTICE TO LESSEE: City of Miami Center for Health City Manager Technologies, Inc. Attn: Property & Lease 1145 N.W. lath Street Post Office Box 330708 Miami, Florida 33136 Miami, Florida 33133-0708 B. Title and paragraph headings are for convenient reference and are not intended to confer any rights or obligations upon the parties to this Lease Agreement. 19. SPECIAL ASSESSMENTS OR TARING DISTRICTS LESSEE shall pay any charges, taxes, or assessments, levied against the LEASED PROPERTY or the EXPANDED LEASED PROPERTY during the term of this Lease Agreement or any extension thereof. 20. SURRENDER OF LEASED PROPERTY OR THE EXPANDED LEASED PROPERTY Upon termination of this Lease Agreement by lapse of time or otherwise, LESSEE shall promptly and peacefully surrender and deliver possession of the LEASED PROPERTY or the EXPANDED LEASED PROPERTY to LESSOR in accordance with the covenants herein contained. 21. AFFIRMATIVE ACTION LESSEE shall have in place an Affirmative Action/Equal Employment Opportunity Policy and shall institute a plan for its achievement which will require that action be taken to provide equal opportunity in hiring and promoting for women, minorities, individuals with disabilities, and veterans. Such plan will include a set of positive measures which will be taken -to insure nondiscrimination in the work place as it relates to hiring, firing, training and promotion. In lieu of such a policy/plan, LESSEE shall submit a State of Assurance indicating that their business is in compliance with all relevant Civil Rights laws and regulations. 22. NINORITY/WOMEN BUSINESS UTILIZATION LESSEE shall make every good faith effort to purchase/contract fifty-one (51%) of its annual goods and services requirements from Hispanic, Black and Women -16' 9 2- 354 businesses/professionals registered/certified with the City of Miami's Office of Minority/Women Business Affairs. Such lists will be made available to LESSEE at the time of the signing of the lease and updates will be routinely provided by the City's Office of Minority/Women Business Affairs. 23. NONDISCRIMINATION LESSEE agrees that there will be no discrimination against any person based upon race, religion, color, sex, ancestry, age, national origin, mental or physical handicap, in the use of the LEASED PROPERTY OR EXPANDED LEASED PROPERTY and improvements thereof. It is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, LESSOR shall have the right to terminate this Lease Agreement. 24. AMENDMENTS LESSOR and LESSEE, by mutual agreement, shall have the right but not the obligation to amend this Lease Agreement. Such amendments shall be effective only when signed by both LESSOR and LESSEE and shall be incorporated as a part of this Lease Agreement. 25. AWARD OF AGREEMENT LESSEE warrants that it has not employed or retained any person employed by LESSOR to solicit or secure this Lease Agreement and that it has not offered to pay, paid, or agreed to pay any person employed by LESSOR any fee, commission, -17- 92-- 354 percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of this Lease Agreement. 26. CONFLICT OF INTEREST LESSEE is aware of the conflict of interest laws of the City of Miami as set forth in Article 5, Conflicts of Interest, of Chapter 2 of the Code of the City of Miami, Florida, as amended, and agrees that it will fully comply in all respects with the terms thereof. 27. CONSTRUCTION OF AGREEMENT AND VENUE This Lease Agreement shall be construed and enforced according to the laws of the State of Florida and venue shall be in the County of Dade, in the State of Florida. 28. SEVERABILITY If any provision of the Lease, or any paragraph, sentence, clause, phrase, or word, or the application thereof, is held invalid, the remainder of the Lease shall be construed as if such invalid part were never included herein and the Lease shall be and remain valid and enforceable to the fullest extent permitted by law. 29. COMPLIANCE 'fn11ITH FEDERAL, STATE AND LOCAL LAMS Both parties hereby agree that they shall comply with all applicable laws, ordinances and codes of Federal, State and local governments as they apply to this Lease Agreement. 30. WAIVER No waiver of any provision hereof shall be deemed to have been made unless such waiver is in writing and signed by LESSOR -18- 92- 354 or LESSEE. The failure of either party to insist upon the strict performance of any of the provisions or conditions of this Lease Agreement shall not be construed as waiving or relinquishing in the future any such ,covenants or conditions but the same shall continue and remain in full force and effect. The right of the LESSOR under the foregoing shall be cumulative and the failure on the part of LESSOR to exercise properly any rights given hereunder shall not operate to forfeit any of said rights. 31. DEFAULT PROVISION LESSOR shall provide LESSEE with written notice of any failure to perform or comply with the terms and conditions contained herein to be performed by LESSEE. If LESSEE fails to cure said default within a reasonable period of time, LESSOR shall give LESSEE notice of such fact and shall have the right to terminate this Lease Aareement. LESSEE shall provide LESSOR with written notice of any failure to perform or comply with the terms and conditions contained herein to be performed by LESSOR. If LESSOR fails to cure said default within a reasonable period of time, LESSEE - shall give LESSOR notice of such fact and shall have the right to terminate this Lease Agreement. 32. SECURITY _ The LESSEE at LESSEE's sole cost and expense shall provide adequate security for the LEASED PROPERTY or EXPANDED LEASED PROPERTY during the term of this Lease Agreement. 33. ACKNOWLEDGNENT OP EXISTING JAIL LESSEE hereby acknowledges that there is presently located at the LEASED PROPERTY a jail facility operated by Metropolitan Dade County. 34. PARKING LESSEE shall have the non-exclusive right to use any parking that may be available at the Municipal Jusitce Building Property. Nothwithstanding said right, LESSEE shall not be authorized to use any of the aforementioned parking, during any and all events at the Orange Bowl, which would require the use of the Municipal Justice Building Property for parking. 35. ENTIRE AGREEMENT This Lease Agreement represents the total agreement between the parties. All other prior agreements between the parties, either verbal or written, are superseded by this Lease Agreement and are therefore no longer valid. r IN WITNESS WHEREOF, the parties hereto have individually, through their proper officials, executed this Lease Agreement the day and year first herein above written. THE CITY OF MIAMI, Center for Health a municipal corporation Technologies, Inc. of the State of Florida By: (Seal) Cesar H. City Manager ATTEST: By: (Seal) Matty Hirai City Clerk APPROVED AS TO FORM AND CORRECTNESS: By: M336:JOB:kd By: Title: By: Secretary APPROVED AS TO INSURANCE REQUIREMENTS: By: Sujan S. Chhabra, Director Risk Management Department .?..._ T H U 1 2 1 1 LAW LMPT CITY OP MIAMI. FLORIDA INTER -OFFICE MEMORANDUM ' Honorable Mayor and Members of the City Commission ROM Cesar H. Odio City Manager Lpiw'vex0 4 a M5 TUT, 0AT9 M AY 211992 F11.6 SUWECT Resolution Authorising a Lease Agreement with Center for Health ReFERENCES Technologies# Inc. For City Commission ENCLOSURES Meeting of May 28, 1992 It is respectfully recommended that the City Commission adopt the attached Resolution authorizing the City Manager to execute a Lease Agreement with Centex for Health Technologies, Inc., for the use of a City -owned property commonly known as Municipal Justice Building (MJB) located at 1145 N.W. lath Street, for five years at an annual fee of $1.00, with an option, subject to the City (Commission approval, for a term length commensurate with the requirements for financing the development of said property into a research and development center for Florida's health technologies industry, and upon proof of having private and/or public financing for the same, therein paying the City, in lieu of taxes, the equivalent of Real Estate taxes assessed on the land value. The City of Miami is the owner of a property commonly known as the Municipal Justice Building located at 1145 N.W. llth Street. The Center for Health Technologies, Inc., is a Florida Corporation, not -for -profit and established by Section 381.504 Florida Statutes and approved under 501(a)(3) of the Internal Revenue Cade. The Center for Health Technologies, rne.'s propose use of this City owned property is for the purpose of implementing a project of a governmental agency or instrumentality and therefore except from the Fair Market Value and competitiva bidding requirements set forth in City Charter Section 29-B applicable to the disposition of City -owned property. The Center for Health Technologies, Inc. will use the Municipal Justico Building property for research, development, design, management, training and incubation of businesses regarding biomedical, bioteehnic:al and medical technologies. As well at; the development of a research and development center for Florida's health technologies industry, to serve ale a catalyst to bring together leading local health technology firms, others in the industry, academia, agencies of government and economic development groups. �,�a 9 2— 354 c24 sl1AY_� 1 .rca2rTta,lJ 1 2 L 1 L-AW DEPT P.03 Therefore, it is recommended that the attached resolution authorizing the City Manager to execute a Lease Agreement, in substantially the form attached, with the Center for Health Technologies, Inc., for, the use of the Municipal Jostice Building property, 1145 N.W. iith Street, for a 5 year period at an annual fee of $l.00 with an option, ,subject to the City Commission approval, for a term length commensurate with the requirements for financing the development of said property into a research and development center for Florida's health technologies industry, and upon proof of having private► sand/or public financing for the same, therein paying the City, in lieu of taxes, the equivalent of Real Estate taxes assessed on the land value. Attached: Proposed Resolution Proposed Lease Agreement i