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HomeMy WebLinkAboutBack-Up DocumentsLEASE AGREEMENT qc THIS LEASE AGREEMENT made on the day of , 2011, with an "Effective Date" of October 1, 2010, by and between CITY OF MIAMI, a Florida Municipal Corporation of the State of Florida, hereinafter called the `.`LANDLORD," and MIAMI-DADE COUNTY, a political subdivision of the State of Florida, hereinafter called the "TENANT". WHEREAS, the Miami -Dade County Board of County Commissioners approved a prior lease agreement for the same property contemplated herein by way of Miami -Dade County Resolution No. R- 1120-90, at its meeting of October 16, 1990 which approved the lease of vacant land for twenty (20) years commencing on October 1, 1990 through September 30, 2010; and, WHEREAS, during the prior tenancy, the TENANT constructed a public health clinic on the vacant lot, which was financed entirely by the State of Florida Department of Health; and. WHEREAS, the TENANT desires to continue use of such property for such use and LANDLORD desires to continue to allow TENANT to occupy and use such property, and thus to create a new lease for such property; and WHEREAS, the Miami -Dade County Board of County Commissioners approved the instant Lease Agreement for the property contemplated herein by way of Miami -Dade County Resolution No. R- 11- 0147, at its meeting of April 14, 2011; and WHEREAS, the City of Miami has also authorized and approved the instant Lease Agreement by its City Commission, and as otherwise required; therefore WITNESSETH: That LANDLORD, for and in consideration of the restrictions and covenants herein contained, hereby leases to TENANT and TENANT hereby agrees to lease from LANDLORD the demised premises located at 1009 N.W. 5 Avenue, Miami, Florida a/k/a Folio # 01-3136-081-0020 Legal Description JEFFERSON REEVES HEALTH CTR SUB PB 148-32T-19393 TR B, as illustrated in the attached Exhibit A, hereinafter called the "Demised Premises." 1 TO HAVE AND TO HOLD unto the said TENANT for a term of Five (5) years and Six (6) months, commencing on October 1, 2010, (the "Effective Date"), and terminating Five (5) years thereafter, for an annual rental of One Dollar and 00/100 ($1.00), payable in advance, beginning on the date hereof and on the anniversary date of each and every year thereafter at City of Miami, Finance Department, 444 S.W. 2nd Avenue, 01' Floor, Miami, Florida 33130 or at such other place and to such other person as LANDLORD may from time to time designate in writing, as set forth herein. Provided that this Lease Agreement shall not become effective until it has been approved by the Miami -Dade County Board of County Commissioners and farther providing that if the Board fails to approve the Lease Agreement within one -hundred fifty (150) days of the Lease being transmitted by the City this Lease Agreement shall automatically lapse and not be of further force or effect. IT IS FURTHER MUTUALLY UNDERSTOOD AND AGREED BY THE RESPECTIVE PARTIES HERETO: ARTICLE I USE OF DEMISED PREMISES The Demised Premises shall be limited to the area described as JEFFERSON REEVES HEALTH CTR SUB PB 148-32 T-19393 TR B located at 1009 N.W. 5 Avenue, Miami under Folio Number 01- 3136-081-0020. The Demised Premises shall be used by TENANT for the operation of a public health clinic. The clinic shall offer primary health care services for the entire lease period. ARTICLE II CONDITION OF DEMISED PREMISES TENANT hereby accepts the Demised Premises to be in a state of good repair and suitable for usage by TENANT at the commencement of this Lease Agreement. The Demised Premises are leased in an "As Is" condition. 14 ARTICLE III UTILITIES TENANT, during the term hereof, shall pay all charges for water, waste disposal services, other utilities, if any, and electricity and garbage and sewage disposal services used by TENANT. ARTICLE IV MAINTENANCE TENANT agrees to provide, repair or replace, as necessary, and maintain and keep in good repair, condition, and appearance, during the term of this Lease Agreement or any extension or renewal thereof, the interior and exterior of the Demised Premises. The TENANT will have sole responsibility for the maintenance, repair and operation of the Demised Premises. ARTICLE V ALTERATIONS BY TENANT Except as may be necessary for the ongoing operations on the Demised Premises, TENANT may not make any alterations, additions, or improvements in or to the Demised Premises without the written consent of LANDLORD, which consent shall not be unreasonably withheld, conditioned, or delayed. All additions, fixtures, and removable partitions, office furniture, etc., shall remain TENANT's property and may be removed by TENANT upon the expiration of the Lease Agreement or any renewal or cancellation thereof. ARTICLE VI DESTRUCTION OF DEMISED PREMISES In the event the Demised Premises or any portion thereof should be destroyed or so damaged by fire, windstorm, or other casualty, either party may cancel this Lease Agreement for its convenience by the giving of written notice to the other at any time after the occurrence of the fire, windstorm, or other casualty. In the event of cancellation under this Article, neither party shall be responsible to the other party for any expense associated with the cancellation. 3 ARTICLE VIII NO LIABILITY FOR PERSONAL PROPERTY All of TENANT's personal property placed or moved in the Demised Premises above described shall be at the risk of TENANT or the owner thereof. LANDLORD shall not be liable to TENANT for any damage to said personal property unless caused by or due to negligence or willful misconduct of LANDLORD, LANDLORD's agents or employees. ARTICLE IX ADVERTISING TENANT shall not permit any signs or advertising matter to be placed on portion of.the Demised Premises except with prior written approval by the LANDLORD, which approval shall not be unreasonably withheld, conditioned, or delayed. Signs or advertising matter existing as of the Effective Date shall be deemed approved by LANDLORD. Signs and advertising shall comply with County and City Sign Codes and Sign Regulations. ARTICLE X LANDLORD'S RIGHT OF ENTRY Subject to applicable law, including laws affecting patient privacy, LANDLORD or any of its agents shall have the right to enter said Demised Premises during all reasonable working hours, upon the giving of twenty-four (24) hours' prior notice (unless an emergency exists, in which case LANDLORD shall give earliest practicable notice) to examine the same or to snake such repairs, additions, or alterations as may be deemed necessary for the safety, comfort, or preservation thereof of said Demised Premises. ARTICLE XI LIABILITY FOR DAMAGE OR INJURY TENANT shall not be liable for any damage or injury which may be sustained by any party or person on the Demised Premises other than the damage or injury caused solely by the negligence of TENANT, subject to all limitations of Florida Statutes, Section 768.28., as amended. 4 ARTICLE XII PEACEFUL POSSESSION Subject to the terms, conditions, and covenants of this Lease Agreement, LANDLORD agrees that TENANT shall and may peaceably have, hold, and enjoy the Demised Premises above described, without hindrance or molestation by LANDLORD. ARTICLE XIII SURRENDER OF DEMISED PREMISES TENANT agrees to surrender to LANDLORD at the end of the tern of this Lease Agreement, or any prior written extension which is granted, said Demised Premises in as good condition as said Demised Premises were at the beginning of the term of this Lease Agreement, ordinary wear and tear and damage by fire and windstorm or other acts of God excepted. All permanent improvements, in their then existing conditions, shall become the property of LANDLORD without any compensation due to TENANT. ARTICLE XIV INDEMNIFICATION AND HOLD HARMLESS TENANT and the LANDLORD do hereby agree to indemnify and hold harmless each other to the extent and within the limitations of Section 768.28, Florida. Statutes, as amended, subject to the provisions of that Statute whereby TENANT and the LANDLORD shall not be held liable to pay a personal injury or property damage claim or judgments by any one person which exceeds the sum of $100,000 or any claim or judgments or portions thereof, which, when totaled with all other occurrences, exceeds the sum of $200,000, from any and all personal injury or property damage claims, liabilities, losses and causes of action which may arise solely as a result of the respective negligence of the LANDLORD or TENANT. 5 ARTICLE XV ASSIGNMENT OR SUBLET The LANDLORD agrees to the assignment and delegation of all of the TENANT's rights, duties and responsibilities of the Lease Agreement to the Florida Department of Health, Miami -Dade County Health Department, which agreement is made a part hereof, immediately upon execution by LANDLORD and TENANT of this Lease Agreement, for the initial term and any renewal periods. Except as provided for herein, TENANT shall not assign this Lease Agreement or any part thereof or sublet all or any part of the Demised Premises without prior written consent of LANDLORD, which shall not be unreasonably withheld, conditioned or delayed. Any assignment or subletting consented to by LANDLORD shall be evidenced in writing in a form acceptable to LANDLORD. Pursuant to Section 255.2502, Florida Statutes, as amended, the LANDLORD understands, accepts and agrees that "The State of Florida's performance and obligation to pay under this contract is contingent upon an annual appropriation by the Legislature." ARTICLE XVI SUCCESSORS IN INTEREST It is hereby covenanted and agreed between the parties that all covenants, conditions, agreements, and undertakings contained in this Lease Agreement shall extend to and be binding on the respective successors and assigns of the respective parties hereto, the same as if they were in every case named and expressed. ARTICLE XVII CANCELLATION Either party, be it the TENANT through its County Mayor or his designee, or the LANDLORD through its City Manager or his designee, shall have the right to cancel this Lease Agreement in the event of a material breach of this Lease Agreement, which continues uncured after having giving the other party at least thirty (30) days' prior written notice. 2 ARTICLE XVIII OPTION TO RENEW Provided this Lease Agreement or other agreements between are not in default, TENANT is hereby granted the option to extend this Lease Agreement for one (1) additional five-year (5) renewal option period, upon expiration of the initial lease term period under the saine terms and conditions of the initial Lease Agreement term, by requesting a written option to renew of the City Manager by sending notice as provided in Article XIX more than ninety (90) days prior to expiration of the initial lease term. ARTICLE XIX NOTICES All notices or other cominunications which may be given pursuant to this Agreement shall be in writing and shall be deemed properly served if delivered by personal service or by certified mail addressed to TENANT and LANDLORD at the addresses indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served or if by certified snail,. on the fifth day after being posted or the date of actual receipt, whichever is earlier. To City: City Manager City of Miami 3500 Pan American Drive Miami, Florida 33133 With Copies to: City Attorney City of Miami 444 SW 2nd Avenue Suite 945 Miami, Florida 33130 City of Miami Asset Management Division 444 SW 2nd Avenue, 3rd Floor Miami, Florida 33130 To County: General Services Administration, Director Stephen P. Clark Center 111 NW 1 st Street, Suite 2460 Miami, Florida 33128-1994 7 ARTICLE XX INSURANCE TENANT is self insured in accordance with and subject to the limitations of Section 768.28, Florida Statutes and shall provide evidence of acceptable self-insurance under the laws of the State of Florida to the County's Department of Risk Management. TENANT represents that its self-insurance program covers actions to recover for injury or loss of property, personal injury or death caused by the negligent or wrongful acts or omission of its officers and employees. ARTICLE XXI PERMITS, REGULATIONS & SPECIAL ASSESSMENTS TENANT covenants and agrees that during the tern of this Lease Agreement TENANT.will obtain any and all necessary permits and approvals and that all uses of the Demised Premises will be in conformance with all applicable laws, including all applicable zoning regulations. Any and all charges, taxes, or assessments levied against the Demised Premises shall be paid by TENANT and failure to do so will constitute a breach of this Lease Agreement. ARTICLE XXXI GOVERNING LAW This Lease Agreement, including any exhibits, or amendments, if any, and all matters relating thereto (whether in contract, statute, tort or otherwise) shall be governed by and construed in accordance with the laws of the State of Florida. The parties will resolve any disputes between theirs pursuant to the provisions of the Florida Govermnental Disputes Resolution Act, § 164.101-164.1061, F.S., as amended. ARTICLE XXI WRITTEN AGREEMENT This Lease Agreement contains the entire agreement between the parties hereto and all previous negotiations leading thereto. 8 IN WITNESS WHEREOF, LANDLORD and TENANT have caused this Lease Agreement to be executed by their respective and duly authorized officers the day and year first above written. CITY OF MIAMI, A FLORIDA MUNICIPAL CORPORATION ATTEST: �6ti By: (iW: �. PRISCILLA- A. THOMPSON JIN NY MA TE CITY CLERK C Y MANAGER (LANDLORD) APPROVED AS TO LEGAL FORM AND APPROVED AS T CORRECTNESS: REQUI.REMENT5 BY: By-/ JULIE O. B -) A k CALVIN ELL S CITY ATTORNEY RISK MANAGE '°6aasa°s -01 (O° 1� ATT 1:x HARVEY RUVIN, CLERK By: DEP CLERK Approved as to Form and Legal Sufficiency: County Attorney's Office URANCE DIRECTOR MIAMI-DADE COUNTY, FLORIDA BY ITS BOARD OF COUNTY COMMISSIONERS By: COUNTY (TENANT) a Internal Services Real Estate Development Division 111 NW I" Street • Suite 2460 Miami, Florida 33128 T 305-375-2363 F 306-376-1157 iniarnidade.gov October 28, 2022 Via Email and Certified Mail Jacqueline Lorenzo, Interim Director City of Miami 444 SW 2 Avenue, aid Floor Miami, FL 33130 Re: Lease Agreement for Property located at 1009 NW 5 Avenue, Miami Lease Agreement No.: 01-3136-081 r0020 Dear Ms. Lorenzo: Pursuant to R-660-11, Miami -Dade County ("the County") entered a Lease Agreement, retroactive to October 1, 2010, with the City of Miami ("the City") for the property located at 1009 NW 8 Avenue, Miami FI ("the Property") for a term of five (a) years and six (6) months with one (1) additional five (5) year renewal option. The County exercised the renewal option which commenced on April 1, 2016 and expired on March 30, 2021. The County, and the City, have been long standing partners utilizing the Property to provide public primary health care since commencement of the parties' initial lease agreement executod on October 1, 1990. For continuity of health services to the public, the County desires a new long-term lease agreement with the City for the Property upon similar lease terms and an annual rental rate of $1,00, Please provide information regarding next steps towards the execution of a new lease. Should you have any questions regarding this matter, please contact Shavannie Braharrl, deal Estate Advisor, at 305-375-2284 or by email at Shavannie.Braham�t"niamidade.ciov, S/innce ely Marl. Purns Assistant Division Chief c: Sandy Laila, Lease Manager, City of Miami Michael Rivers, Special Project Assistant, City of Miami k021 03S0 00Q0 52L5 0113