HomeMy WebLinkAboutR-80-0416IZA
RESOLUTION NO. 1 S O- 4 1 6
A RESOLUTION ACCEPTING IN PRINCIPLE. A
PROPOSED ALTERNATIVE LEASE AGREEMENT
WITH DADE SAVINGS AND LOAN ASSOCIATION
FOR THE PURPOSE Ol� DEVE'1,01 INC Till'. AIR
RIGHTS OVER CITY OF MIAM1 PARKING
GARAGE TO BE CONSTRUCTED IN CONJUNCTION
WITH THE CITY OF °1IA1'111/1'NIVIiRSITY OF
MIAMI DAMES L. KN I (;H'1' INTERNATIONAL
CENTER; FURTHER AUTHORIZING THF' CITY
MANAGER TO EXECUTE SAID PROPOSED ALTER-
NATTVI? LEASE, ACREE�II:NT IN SUBSTANTIAL
ACCORDANCE WITH A'I"I'ACHED EXHIBIT A;
�� n"''i I
S U P PI r`
SAID AGREEMENT' TO BF OPERATIVE. ONLY IF THE
%j y
CITY AND NIANI CENTER ASSOCIATES, INC.
�OCUIViE��i���
EVLOPMEN
OFI'SAIL)TIAIR(�KI(�HTSTPURSUA: Tl'O11`['HE' AGREE-
FOLLOWI?
MENT ATTACHED IIERI TO AS EXHIBIT B.
BE IT RESOLVED BY THE COMMISSION OF THE. CITY OF MIAMI*.
FLORIDA:
Section 1. The City Commission accepts in principle
a proposed alternate Lease Agreement with Dade Savings
and Loan Association for the purpose of developing the
air rights over the City of Miami Parking Garage to
be constructed in conjunction with the City of Miami/Uni-
versity of Miami James L. Knight International Center.
Section 2. The City Manager is hereby authorized
to execute said proposed alternative Lease Agreement
in substantial accordance with attached Exhibit A;
said Agreement to be operative only if the City and
Miami Center Associates, Inc. elect not to proceed with
the development of said air rights pursuant to the
Agreement attached hereto as Exhibit B.
PASSED AND ADOPTED this 6th day of June, 1980.
MAURICE A. FERRE
M A Y 0 R
i
RALPH G. ONGII: "CQCLIiiLitiT I'..:�,'
CITY CLERK
ITEM NO.
PREPARE AND APPROVED BY: APPR E AS 110 FORM A >RRECTNESS:
•
TERRY V. P'sRCY GEORGE KNOX, JR.,
ASSISTANT CITY ATTOR EY CITY AT RNEY
80-416
•
j
A G R E E M E N T
� DRAB_
THIS AGREEMENT, entered into this day of June, 1980,
by and among THE CITY OF MIAMI, FLORIDA (hereinafter called
the "City"), DADE SAVINGS AD LOAN ASSOCIATION (hereinafter,
called "Dade"), SEFRIUS CORP., a Delaware corporation, and
MIAMI WORLD TRADE CENTER INC., a Florida corporation (here-
inafter collectively called "Sefrius") and EARL WORSHAM, an
individual, and MIAMI CENTER ASSOCIATES, INC., a Florida corpora-
tion (hereinafter collectively called "Worsham")
W I T N E S S E T H:
WHEREAS, Worsham did present to the City a plan for the
development of a convention center, hotel and attendant parking
facilities; and
WHEREAS, Worsham was granted a right of first refusal with
regard to whatever development was to take place in the air space
above the parking facilities; and
WHEREAS Sefrius, Worsham and Dade have presented to the
City plans for the development of a world trade center in the
air space abovo the ParYinq Garage; and
WHEREAS, Dade has made certain representations to the City
and the United States Department of Housing and Urban Develop-
ment (HUD), in connection with an Urban Development Action
Grant (UDAG) concerning Dade's participation in the world trade
center; and «SUPPO
SUPPORTIVE
D0CtjA-,1ErTF
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WHEREAS, Dade did agree that it would be interested in
being the prime tenant in the trade center; and
WHEREAS, the construction of the Convention Center and the
Hotel have commenced and by the terms of certain contractual
arrangements the Parking Garage must be ready for occupancy on or
before February 1, 1982 and construction on the said Garage must
begin by a time that will permit such occupancy date to be met;
and
WHEREAS,.Miami Center Associates, Inc. and the City have
executed a contract designated "Turnkey Design and Development
Contract" for the construction of a parking garage providing not
fewer than 1450 parking spaces, with foundations and supports to
permit the use of the air rights for the construction of a
commercial building of 500,000 gross, leaseable square feet
of space; and
WHEREAS, the commencement of construction of the Parking
Garage under said Turnkey Contract requires that the City sell
its revenue bonds some time during the month of June, and the
City finds it necessary to expedite the completion of arrangements
respecting the leasing of the air rights; and
WHEREAS, in order to sell its revenues bonds, as authorized
by resolution of the City Conu►iission, the City and Dade propose
entering into a lease agreemeiiL (the "Lease") pursuant to which
the City will lease to Dade certain air rights over, and other
rights in, the Parking Garage and grant certain easements to
Dade, subject to the terms and provisions thereof for use in
constructing a Trade Center; and
«SUPS oR V ���/C G
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WHEREAS, it is provided in the Lease, inter alia, that
(i) the plans and specifications for the Parking
Garage shall be subject to Dade's approval limited to
Dade's determination of whether they comply with the
engineering standards in Exhibit C of the Lease;
(ii) Dade.may propose changes or additions to such
plans and specifications respecting architectural and aesthetic
features to meet special needs of the special design of
the Trade Center or to harmonize the appearance of the
Parking Garage with that of the Trade Center, subject to
entering into an agreement with Miami Center Associates, Inc.
and to Dade's assurance that the City's maximum cost of
$15,000,000 for the Parking Garage, if exceeded by reason
of such changes or additions, will be borne by Dade and to
the City's leasing of certain retail space to Dade upon
terms enabling Dade to recoup costs of the Garage paid by
Dade that benefit the City;
(iv) Dade accepts the Demised Premises subject to
the Turnkey Contract; and
(v) Dade agrees to refund to the City any UDAG Grant
not paid by the Government by reason of.Dade's failure to
commence or complete the construrt.ion of the Trade Center
by the respective dates prescribed by the Government; and
WHEREAS, Dade is prepared to execute the Lease if it is
assured that in the event the plans and specifications for the
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world trade center prepared by Sefrius and Worsham either are
not delivered to Dade by July 20, 1980, or that such plans are not
feasible in Dade's opinion, Dade shall have the right to proceed
with a world trade center or commercial structure in the air
space of its own design, said design to be compatible with the
aforesaid turnkey agreement for the Parking Garage; and
WHEREAS, Dade wishes to be further assured that, if it
proceeds with a world trade center or a commercial structure
in such air space of its own design as aforesaid, the right of first
refusal for the air rights claimed by Worsham shall be specific-
ally waived by Worsham to the extent hereinafter provided.
NOW, THEREFORE, it is mutually agreed by the parties hereto:
1. The parties hereto accept the truth of each and every
one of the statements contained in the foregoing preamble.
2. Sefrius and Worsham agree that they will jointly
prepare plans for the devleopment of a 1450 car parking garage
and a world trade center building of approximately 600,000 gross
square feet to be built above portions of the Parking Garage and
that these plans will bedevel.oped and forwarded to Dade prior
to July 20, 1980. Dade will pay for such separate plans.
3. If the plans are submitted to it by July 20, 1980, Dade
will analyze the plans and prior to August 1, 1980 will notify
the parties hereto of its determination as to whether the trade
center building called for, taken as a whole, provides an
-economically feasible project for Dade and whether said plans for
the parking garage conform to certain engineering standards as
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agreed between the City and Dade.
4. If Dade and the City approve the plans submitted by
Sefrius and Worsham and Dade shall enter into an agreement with
Sefrius and Worsham for the development and leasing of the afore-
said trade center and the City and Dade shall enter into a
lease agreement leasing the air rights and other rights in and
over the parking garage for such trade center, said Turnkey
Contract shall be assigned by Miami Center Associates, Inc. to
Sefrius and Worsham by novation and the plans of Sefrius and
Worsham shall be used for the construction of the parking garage.
When, if and as Dade proceeds with its plans for the construction
of the trade center to be built in the air rights leased under
the Lease, Dade herewith agrees that it will, in the course of
said construction, comply with the representations made on
Dade's behalf or by Dade directly to the United States of
America, Department of Housing and Urban Development respecting
the UDAG Grant, and that Dade will. reimburse the City if
any refund of the UDAG Grant is required by UDAG to be refunded
by the City as the result of any failure to comply with said
representations.
5. If the plans as called for are not -submitted to Dade
by July 20, 1980, or, after analysis of the plans, Dade determines
that the plans do not represent a project it wishes to become
involved with, then Dade will so notify Sefrius, Worsham and the
City prior to August 1, 1980.
,)Uorj
U
ORTIVE
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FD�L0`vV" 8().416
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6. If Dade notifies Sefrius, Worsham and the City that
it does not wish to go forward with the Sefrius and Worsham
plans, then the City shall have 30 days from the date of
receipt of such notice in which to inform Dade that the City is
releasing Dade of its obligations under the Lease and any other
obligations entered.into by Dade and the City. If the City so
releases Dade of its obligation herein, the right of first
refusal to the air rights shall automatically revert to Miami
Center Associates, Inc. The 30 day period may be extended by
Worsham through notice to Dade and the City.
7. If and at the time the City releases Dade of its obliga-
tions as lessee, Dade and the City shall execute mutual releases
as to all claims against one another; however, the City shall
reimburse Dade for any expenditures under the lease that Dade
has reasonably incurred, including all reasonable expenses of
Sefrius and Worsham, not in any event to exceed $
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DRAIT
LEASE AGREEMENT
• BETWEEN
THE CITY OF MIA1111 FLORIDA
AISD
DADE SAVINGS AND LOAM AStOCIATION
Dated as of Jul, 1, 10, 89
"SIJPr)Or-),-'IVE
Tr-s document prepared by:
LEASE AGREEMENT
dated as of , 1980
between ,
THE CITY OF MIAMI, FLORIDA P.O. Box 330708
a municipal corporation Miami, Florida 33133
under the laws of the Attention:
State of Florida
and
DADE SAVINGS AND LOAN 101 E. Flagler Street
ASSOCIATION a state- Miami, Florida 33131
chartered savings and Attention:
loan association
Prepared by-. Marshall S. Harris, Esquire
5th Floor
21 Northeast First Avenue
Miami, Florida 33131
«SUPPORTIVE
DOCU;.4 NTS
FOLLOW„
0
a
t
PARTIES
RECITALS
DEMISE
Terms Defined
TABLE OF CONTENTS
SECTION 201 INITIAL TERM
SECTION 201 RENEWALS
ARTICLE I
DEFI1,_ _ 1OI;S
ARTICLE I:
TERM
PAGE
1
1
2
f.
ARTICLE Ul
RENT, GO\'EI'N'.1ENTAL CHANGES AND
OTHEI: S1_'M15 PAYABLE Eel• DADE
SECTION 301 PAYMENT OF REGOVEP%NIMENTAL CHARGES
AND OTHER SUi%lS PAYABLE BY DADE
SECTION 302 RENT
SECTION 303 GOVERNMENTAL CHARGES
SECTION 304 UTILITIES
ARTICLE IV
USE
SECTION 401 CITY'S OBLIGATIONS 6t'*';
SECTION 402 DADE'S OBLIGATIONS �+
ARTICLE V`
CONSTUUCTION
SECTION 501 PLANS AND SPECIFICATIONS
SECTION 502 CONSTRUCTION OF THE PARKING GARAGE
i
PAGE
SECTION
503
SECTION
504
SECTION
505
SECTION
506
SECTION
507
SECTION 508
SECTION 601
SECTION 602
SECTION 603
SECTION 604
SECTION 605
SECTION 606
SECTION 607
SECTION 60F
SECTION 609
is V
CO'\STRUCTION OF THE TRADE CENTER
MANNER OF WORK: COMPLIANCE WITH LAWS
AND REGULATIONS
LIENS
COMPLETION OF THE PARKING GARAGE
EFFECT OF THE CITY'S FAILURE TO
COMPLETE CONSTRUCTION
CITY'S CONTRACTOR
ARTICLE Vl
OPERATION AND MAINTENANCE
OPF 2ATION ND MAINTENANCE OF
TRADE CEW17TDR
OPERATION AND (MAINTENANCE OF
PARKING GAF.%�G;
DRAINAGE, CLEr,r.l'vG SIDEu ALKS
SAFE FLOOR LOADS
STORAGE OR 1_'Sr OF i-LA',',V.�•,h�LE h1ATERIALS
DEFAULT IN OPERAT10% C")PI Vi.- 1NTENANCE
ALTERATION'S TO TR',DE CENTEP
ALTERATIONS TO P"%P"KFi G G`,RAGE
NON-INTERFERENCE WITH Pf-,RKING GARAGE
ARTICLE VII
INS'_:FIANCE
SECTION 701 MAINTENANCE 0:7 1%,Y_'RA%CE
SECTION 702 RESPONSIBLE COViPANIES;
COPIES OF POLICIES
SECTION 703 OBTAINING INc;'f;ANCE UPON THE OTHER
PARTY'S F,%ILURE
SECTION 704 INDEMNITIES
ARTICLE VIII
DAMAGE
SECTION 801 DAMAGE TO TRADE CENTER
SECTION 802 DAMAGE TO PARKING GARAGE
SECTION 803 ABATEMENT OF RENT
«SLj1 )"TIVE
D0 1,,
#= LL(_l)14"
P—
ARTICLE IX
• CONDEMNATION
SECTION 901 TAKING OF TITLE
SECTION 902 APPORTIONMENT OF AWARDS
SECTION 903 TAKING FOR TEMPORARY USE
SECTION 904 PROSECUTION OF FIXTURE CLAIMS
SECTION 905 1.10T CE Or l;llr �PTEI,RANCE ??1 CONDEM—
NATION PROCEEDING
ARTICLE X
ASSIGNMENT, SUBLETTING, MORTGAGING
SECTION 1001 CONSENT REQUIRED
SECTION 1002 EXCEPTIONS
SECTION 1003 REQUIREWiENTS FOR ASSIGNMENT,
OR TRAN'SFEP
SECTION 1004 NONDISTURBANCE
ARTICLE XI
URBAN DEVELOPMENT ACTION GRANT PROVISIONS
SECTION 1101 DEFINITIONS
SECTION I102 ESCRO%L' OF GR,`,'�T UES
SECTION
11C3
0P .NET REVE_";. ` ,r-'.'LI-D TO C 0 S T S
SECTION
1 101-
GP 1,'�T R.EI"k--`J' 71TL E I -'-.CT IVITIES
SECTION
11G;
r.c`;_'f�,ti.�CE OF GO'�'�..^:'.i�N�T�;L APPROVALS
SECTION
1 106
CO',iPLETIOti OF PiECT
SECTION
SS�'RANCE`` C`i= I'r..`.,1_CTED
SECT10%
1105
i IGHTS TO INSPECT
SECT10^:
I l0y
ACCESS TO 1';�'CJECT
SECTION:
1110
NO `SfC,^.'.1L'•i :�f tii'_CI:SI
SECTION
1111
SECRETARY :,i PF0V,%L OF ",''ENDMiENTS
SECTION
1112
DISCLAIMER OF REL ',TIONSHIP
SECTION
1113
OTHER UDAG PROVISIONS
«SUoD,- n I NE
I r{
,
FC;�....�
PAGE
ARTICLE X11
DEFAULT
SECTION 1201 EVENTS OF DEFAULT
SECTION 1202 REMEDIES
SECTION 1203 DAMAGES
SECTION 1204 WAIVER OF RIGHT OF REDEMPTION
SECTION 1205 DEFAULTS BY THE CITY
SECTION 1301
SECTION 1302
SECTION 1303
SECTION 130u
SECTION 13C5
SECTION 13G6
SECTION 1307
SECTION 1305
SECTION 1304
SEE CT10N 1310
SECTION 1311
ARTICLE XIII
GENERAL PP.OVISIONS
OWNERSHIP OF IMPPOVEMENTS
COVENANT OF TITLE; QUIET ENJOYMENT
END OF TERM
HEADINGS
NOTICES
r�PPROVAL, CONSENTS
ESTOPPEL CERTIFICATE
51_1CCESSORS .'-INCB ASSIGNS
MODIFICATIONS OF LEP,SE
CITY'S OBLIGATIONS
GOVERNING LAW
EXHIBITS
A Description of Land
B Description of Dernised Premises
C Description of Fzir'-:ing Garage
0 Description of Trade Center
E Allocation of S;-ace within Trade Center
F Section, 402 Rent Adiustrnent Formula
Alsup'O '1�•f
PARTIES
THIS LEASE AGREEMENT, made and entered into at ?:iami, Florida as of
July 1, 1980, is between THE CITY OF MIAMI, FLORIDA,a municipal cor-
poration under the laws of the State of Florida (the "State"),
P.O. Box 330708.. Miami, Florida 33133, and DADE SAVINGS AND LOAN
ASSOCIATION, a State -chartered savings and loan association, 101 E.
Flagler Street, Miami., -Florida 33131.
RECITALS
Pursuant to Ordinance No. 7221, adopted by the City of Miami
Cormission on July 1, 196� . and the approval of the voters of the
City of Miami at an election held September 29, 1964, the bonds of
the City of Miami in the principal amount of $4,500,000 were sold
and delivered on Iia, 6, 11069, and the proceeds c" such bonds, with
other funds, have been or shall be arplied to the-ayment of the
cost of construction of a convention center for the C"t—y of Miami,
including a par}:ing garage, appurtenances, land and equipment and
any necessary clearing, filling in, extending, enlarging or improving
V! --h1: Fite therefor. The convent_on center is presently under con-
w
struction. It is located on the site bounded by a realigned Southeast
� Fourth Street, Southeast Second Avenue, the Miami River and property
nc�•: or formerly of Bauder Fashion College, Inc.;the parking g
r, € � , p g garage
�r.i will be located on the site bounded by Southeast Second Street,
0
Southeast First Avenue, Southeast Third Street and property now or
formerly of Hc .,ard Johnson's, Inc.
The Commission of the City or, September 13, 1979 adopted Ordinance
1:o- 89.79 which authcrizes the issuance. cf Convention Center and Parking
Sarace Revenue Bonds in an aggregate C: incir.al amount not exceeding
%t;' 1°i11i0n Dollars (� b0 r%Q,0C , rcr th UUrrCS . -_ : c; , l:i 1
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Other funds available therefor, the cost of the Convention Center -
Garage (hereinafter mentioned) and approves and authorizes a trust
indenture (the "Trust Indenture") to secure such revenue bonds.
The City has determined to complete the construction of the Convention
Center and to construct a parking garage (herein called the "Parking
Garage") and a connecting walkway, including, machinery, equipment,
fixtures, furniture, improved and unimproved land, landscaping
and other facilities appurtenant or incidental thereto (herein
called, collectively, the "Convention Center -Garage").
The City cf I;:iami has Obtained "rom the T�'-nited ct•a`.es Department
of Housing, and Urban Development. an Urban Develcpment Action Grant in
the amount of 99u,000,pursuant to an agreement between such Depart-
ment and the Citly, to construct the PsrkIng Garage, including support
structures for a trade center office bul-lding (the "Trade Center") to
be located in the air space a�ove the Pa_^king Garage, u-ndch activities
are consistent with the provisior_s of section 119 of the Housing and
Community- Development Act of 19'1743 Club. L. I10 Cc) 3,�P3, as amended and
6:ith the ;?rban Development Action Crant regulations.
The Commission of the City of ?•'iam". on 1980 and
1980 by Re solutions, '40, and authorized
and directed the City Manager, on behalf of the City of Miami, to enter
into an agreement with Dade Savings and Loan Association whereby the
City of Miami will construct the Parking; Garage, including the support
structures and appurtenant facilities for the Trade Center and Dade
Savings and Loan Association will lease from the City of !-:iami the al. -
rights, above the Parking Garage for the construction an^ cperation of
the Trade Center. "�'VF•
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DEMISE
For and in consideration of the rents, benefits, covenants and agreements
herein provided, reserved and contained, Zhe City of Miami, Florida. demises and
leases unto Dade Savings and Loan Association and Dade Savings and Loan Association
does hire and take from Uhe City of Miami, Florida, the Demised Premises, as
hereinafter defined, and The City of Miami, Florida, *and Dade Savings and Loan
Association do mutually covenant and agree to and with each other, as follows:
c -.jrj
ARTICLE I .
DEFINITION'S
The terms defined in this Article (except as herein other-
wise expressly provided or unless otherwise required by the context)
shall for all purposes of this Lease, and any agreements supple-
mental hereto, have the following respective meanings:
"Appraisal" means a determination made by the appraisal
firms selected hereunder, as follows -- (i) the City and Dade
shall each chOcSe one inderendent aprr'af sal fire, c* nationally-
f rn:z cc sh1aI 'hocse a
recegr:is.ed cc;�,.e`��•,ce any:: ..he t�':c __ ..- so c , ern ,a c,.
third inderendent firm, of c_rmprrat le ocmret:ence; (ii) the decision
of said firms .hall be rendered as pr;.r,.ptly as possible and the
decision of at least two of said firm_ shall be final and binding
upon both the C_ ty and Dade an:; ,;cad t,e ced ty lei al proceed-
ings. The City and Dade shalt: each ccrc;•e-:sate the appraisal
firm appointed ty it and `lie co,.•r_ensa` i cn of the third firm shall
be hQrne equally ty such parties.
"Ar, -.hitectC" means such as Dade shall designate
in connection Kitt, the construe-tiCn of the Trace ;;enter.
"Bond Rate" means the rate of in;eres,t per annum equivalent
to the net interest cost on The City of jl•liarii, Florida, Convention
Center and Parking Garage Revenue Bonds dated,July 1, 1980
initially issued in the amount of $60,000,000 and any additional
or refunding bonds issued under the Trust Indenture dated July 1,
1980, securing such bonds, or, if none cf said Bonds is then no
longer cutstanding, the re' e of interest rrer annun equivalent to
the net 11i L E cSt C'Cs k of the •it• I'!C Z revenue tonds Cr
n e--, n" I V E
o:.ner e!,ec•_a ocl--cat-on bc2nds. t�C�"',_�;1
ITS
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"City" means The City of 'iar,i, Flcrida, a municipal
corporation under the laws of the State of Florida, and its
successors and assigns, being the landlord of the Demised
Premises.
"Consumer Price Index" or "Index" means the Consumer
Price Index for All Urban Consumers, -All Items -for Miami,
Florida published by the United States Department of Labor,
or such other comparable index which may be in effect from
time to time -r said Index _s
-a5e" r;,:-aris Dade n c. r: Assoc _at-, _-n, a
State-ct:artered savings and 1Ca' association, and any successor
cr assign as permitted by the terr-.s of this Lease, being the
tenant of the De-' sed Premises.
"Demised rremiseE" merins the air space acG:'e he Parking
Garage leaeed hereunder �; , e c „action,
t.,E ;;it• t Dade fc� :.h •or,st. ,
operation2i a7 :a_1:t•enanCe ;-; `tie -'"2iF Censer, `or titiit:;
certain. rights and easements a::d s lct ect. tc cer'.:Gir. reservations,
all ar r:cre rant �.c marl rJeFcl'_,. -t ne_•e-n an::
attached t:eretc and made a part hereof.
"Events of Default" means the events and circumstances
described as such in Section 1201 of this Lease.
"Excepted Premises" means the Land and the space above
and below the Land and all rieh-,s in connection therewith, ex-
cept for the Dem .sed Premises a:,:i the Trade Center.
"First Renewal Term" means the first ter:^ for which this
Leash may be renewed as provided in .-ticie II.
"S �..� TIV_ E
"First Rent Component" has the meaning riven in Section 302
hereof.
"Governmental Charges" shall mean all real estate taxes, water
and sewer rents, rates and other governmental charges, impositions and
assessments which may be charged, imposed or assessed on real or per—
sonal property or any improvements thereon or thereto or on the owner
or tenant thereof with respect to such real or personal property or
improvements, including, without limiting the generality of the fore—
going, assessments for public improvements or benefits; provided,
Alci-.ever, that such taxes, rents, rates and ct:'Ier z evernmertal charj_es,
impositions and assessments shall be part of a comprehensive scheme of
charges, impositions or assessments of general applicability to like
property, owners or tenants in the City of ?°iarr.i.
"Initial Term" means the Initial Term of this Lease as provided
in Article II.
"Land" means the land, improvements and. other property located
in Miami, Dade County, Florida, and more wa^ocularly described in
Exhibit A attached hereto and made a ,art hereof.
"Lease" means this Lease Agreement as executed and as the same
may be at any time modified, amended or supplemented pursuant to the
terms hereof.
"Leasehold Mortgagee" means a holder or holders, unaffiliated with
the mortgagor, of any mortgage upon the leasehold rights of Dade in
the Demised Premises (including the trustee thereunder, if any such
mortgage be in the form of a deed of trust) to secure an issue of bonds,
notes or other corporate obligations; rrcvided that such term. shall not
have any relevance under this Lease unless and until the lessee under thi:
Lease shall notify the City that a lease! c' c ^^ IEeed of
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trust encumbering the leasehold interest hereunder is then in force
between such lessee and a Leasehold Mortgagee.
"Occupancy" has the meaning given in Section 302(e) hereof.
"Parking Garage" means the Parking Garage mentioned in the
Recitals hereof, including improvements and appurtenances thereto,
to be constructed by the City pursuant to Article V of this Lease,
substantially as described in Exhibit C hereto, the Turnkey Design
and Development Contract between th,e City and I''iami Center Associates,
Inc., and the plans and specifications rrerared ru--'suant to said
Contract as approved by the City, including utilities. equipment,
apparatus, machinery and filatures of every kind and nature i':hatsoever
forming part of said building, improvements and appurtenances as
provided in said Exhibit C and plans and cpecificat_ons and any
buildings, improvements and appurtenances noti, cr hereafter located
upon the Excepted Premises or in replacement of she foregoing, and
shall also be deemed to include any such building,, i*nprovement and
appurtenance vhile in the course of construction and prior to its
completion.
"Parking Garage Completion Date" has the meaning given in Section
506 hereof.
"Plans and Specifications" has the meaning given in Section 501
hereof.
"Prime Rate" means from time to time the prime rate of interest
per annum in effect in the Borough of I,anhattan, City and State of
New fork at Citibank, N.4., or its successors and assigns, as publicly
announced ty it, or such ccmrara'tle rate as may then be in effect
at such bank. .
I �r•)�yr7._N r -r. VE � � `r'r
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"Qualified Space" has the meaning g4.z•en in Section 301 (c)
hereof.
"Rent" means the rent payable pursuant to Article III for the use
and occupancy of the Demised Premises.
"Rent Commencement Date" has the meaning given in Section 302
hereof.
"Second Renewal Term" means the final term for which this
Lease may be renewed, as provided in article II.
"Second Rent Component" has the nean_ng given in Section 302
hereof.
"Term" means from time to time the .initial Term of this Lease
and such extension thereof, if any, then in effect either by the First
Renewal Term alone or then further extended by the Second Renewal
Term.
"Trustee" means the trustee, or ark* successor trustee, designated
and then acting as Trustee under that certain Trust Indenture,
dated as of July 1, 1980, between it any "he City of I.iami, Florida,
se,.u..,ng the City's Convention Center and Parking Garage Revenue
Bonds.
"Trade Center" means the building and other improvements and the
herein
appurtenances thereto, I called the "Miami Trade Center" to be constructed
oy Dade pursuant to Article \' of this Lease, substantially as described in Exhibit D
L!' O hereto,, and the Flans and Specifications, indudn- all plant equipment, apparatus,
rl ---� ma_h:nery and fixtUreS of even kind and nature v,•^,atsoever forming part of said
�--� building, improvements and appurtenances, and any buildings, improvements and
(.] appurtenances now• or hereafter located upon :he Demised Premises or in replacement
of the foregoing, and shall be deemed to include any such building, improvement and
appurtenance while in the course of construction ant prior to its completion.
"Trade Purposes" has the meaning. g--en jr. Spc;.on L`2 hereof.
Section 201. Initial Term.
The Initial Term of this Lease shall be for 35 years and shall commence on the
date of this Lease and end on Ju1Y � , 2015, unless sooner terminated pursuant to
the terms of this Lease.
Section 202. Renewals.
If Dade, not ^ewer than 21. months nor more than 36 months prior to
the expiration of the Initial Term, shall have given to the City a written notice, in the
manner specified in Section 1305 hereof, of the election by Dade to effect a first
renewal of this Lease, and if immediately prior to the expiration of the Initial Term
this Lease shall be in full force and effect and Dade is not in default hereunder, then
in that case upon the expiration of said Initial Term, the First Renewa: Term of this
Lease shall be effective. The Firs, Renev.,al Term steal! be 30 years beginning at the
expiration of the Initial Term, and expiring 2045. The parties to this
Lease shall continue to be subject to this Lease airing the First Renewal Term to the
extent of their respective rights, privileges. powers, obligations and duties hereunder.
Tf Dade. nat ''ewe^ than 24 months nor more than 36 months prior to
the expiration of the First Renewal Term, shall have given to the City a written
notice, in the manner specified in Section 1305 hereof, of the election by Dade to
effect a second renewal of this Lease, and if immediately prior to the expiration of
the First Renewal Term this Lease shall be in full force anc effect and Dade is not in
default hereunder, then in that case upon the expiration of the First Rene"A.-al Term,
the Second Renewal Term of this Lease shall be effective. The Second Renewal Term
of this Lease shall be for an additional term such that the aggregate of =" ;t:=t =�1 Te-m
~:i� i -41'1 .^Erie l':G� ^C•_..ir� Q�JJ `r:� tiv"�; �:1 .. .`.Erl��.'. .�i 1e?�..� r�„C-n l? e h4-
r. 4 }- a ^f1 �•p _ c r4icjSPQRTIVE
D 0 C U iA E NTs
71
FOLLOW
W
this Lease shall continue to be subject to this Lease during the
Second Renewal Term to the extent of their respective rights,
privileges, powers, obligations and duties hereunder.
0
JS
L
meµ. • 1• .►'� r.rr .• Rl L....��.Y(►..ry� — _� � _
4 '
0
ARTICLE III
RENT, GOVERNMENTAL CHARGES and OTHER SUMS PAYABLE BY DARE
Section 301. PaN'ment of Rent. Governmental Charges and Other Sums
Payable by Dade.
Dade shall pay GovernmentChaves and Rent and all other seas payable by
Dade pursuant to this Lease promptly as and when the same shall become due and
payable in lawful money of the United States of America at the terries, places and in
tr,e matLier as ^„ : i^'.ed under -: r ica': iE _ t"s i�_ se- Hx:cert as exr. ressly
r�'�rioe L7�7( �T ,liC'2'• ie 12'.• C'r' ti:_: __a�`= _ : �L'1`. =c. ,+ (�n cry o
T v ,m n
Charges and all O�E ' 1's u" i' ; a;: ar k :"ti'J.c':t to tnis L— e-a e : na-Li not De
_
abated, rer 0 l rt. mO:ifle .inany manner
or to an;, extent r'ever.
Section 302. Rent.
(a) The Rent shall be comprised of the First Rent Component described in
subsection (b) hereof, the Second Rent Component described in subsection (c) hereof,
and the Third Rent Component, if any, described in Subsection (d).
(b) The First Rent Component shall be $1 ° 5, 000 per annurn, subject to an
annual increase, as provide' in tr_s su'tis=cticn ( b ) . beginning with
the second full calendar year after the F.ent Commencement Date and
for each year thereafter during the Teri: cf this Lease, the First Rent
Component shall be increased by an amount equal to the greater of (1)
seven and one half percent (7-1/2%) of the First Rent Component payable
in the immediately preceding year and (2) seventy percent (70`0) of the
result obtained by multiplying t150,00C't_y a fraction, the numerator
of which shall be the difference in the Consumer Price Index betveen
the first month of the current year (or t-he nearest reverted rrevious
month) and the first month of the rase Yea_-, hereinbelo';: defined (or the
"SUPPORTIVE
DC.'! E N T S
F0LL0Vvi 11
nearest reported previLmonth), adjusted on a consistenlasis to the earlier of such
Index dates to reflect any changes made by the Department of Labor in the method of
determining the same occurring prior to the later of such Index dates, and the
denominator of which shall be the Index number for the first month of the Base Year
(or the nearest reported previous month). The Base Year for purposes of this Section
301 (b) shall be the first full calendar year after the Rent Commencement Date.
Dade shall pay monthly installments of the First Rent Component based upon
the First Rent Component, as adjusted, for the previous calendar year. The City shall
compute the actual adjustment with respect to each year after the dose of the year
and the balance over or under the estimated First Rent Component for such year shall
be promptly paid to the City or credited against future Rent obligations of Dade, as
the case m ay be.
(c) The Second Rent Component shall increase from zero to $150,000 per
annum,incrementally or in whole, upon the occurrence of one or more of the following
events, commencing with the next monthly payment of Rent due after such event or
events:
(i) the Second Rent Component shall increase to $50,000
per annum upon achievement of 50% Occupancy of the
Qualified Space;
(ii) the Second Rent Component shall increased to $100,000
per annum upon achievement of 75:6 Occupancy of the
Qualified Space; and
(iii) the Second Rent Component shall increase to $150,000
per annum upon achievement of 90% Occupancy of the
D�1 .�;'�'►EI`J�S
FOLLOW
QuAied Space; and
(iv) the Second Rent Component shall increase to $150,000
per annum commencing with the first payment of Rent
due in the fifth full calendar year after the Rent
Commencement Date, without regard to achievement
of Occupancy of the Qua.iified Space.
For the purposes of this Section 302(c) and Section 402 alone, (i) a percentage of
"Occupancy" of the Qualified Space means that percentage of the Qualified Space for
which tenant leases have been signed and tenants are either in occupancy or have
commenced ^aying rent and (ii) "Qualified Space" shall mean ;hat amount of tenant
space in the Trade Center that remains alter deducting the space reserved to or for
the benefit of Dade and that reserved for special services and facilities all as
identified on Exhibit E hereto, as the same may be modified from time to time by
agreement of the parties. Dade shall use its best efforts to lease tiromptly all the
Qualified Space and to report to the City monthly in writing of its progress.
The Second Rent Component, shall be subject to an annual increase or
decrease, as the case may be, as provided in this subsection (c). Beginning with the
sixth full calendar year following the Rent Commencement Date and for each year
thereafter during the Term of this Lease. the Second Rent Component shall be
increased or decreased (but shall not be decreased below as the case may
be, by an amount equal to the greater of (1) seven and one half rer—
j W cent (7-1/2,',) of the Second Rent Component payable in the immediately
w
�r
receding year and (2) seventy percent (7C-'/) of the result obtained by
O :lti'1;, ir.g1>0,000 by a fraction, the numerator of which shall be the
0.` ) �-J"ir"'erence in the Index eon t' "„' ` ►
` between the _ _. s t• month of, the current �; ear (or
A_ ,
Li —the nearest reported previous month) , and the _first month o" the Second
f� Year 'Base ear (or the nearest reported t)7'evious raonth). adjusted Cn a
cons -stem basis to the earlier C" such =ndeJ: .".ate£ tc re,,e
1 y C , En;
chances made t',' t1he Department C" 7 Er.C- f n the nstho^, of de`, c,r-I-it
the sans _,ccurr'_1:^' :.'_'icr 'o `;_r 't_jnh In4-cx a2teS a `^e
4 0
denominator of which shall be the Index for the first month of the
Second Base Year (or the nearest reported previous month). The
Second Base Year for purposes of this Section 301(c) shall be the
fifth full calendar year after the Rent Commencement Date.
Dade shall pay estimated monthly installments of the Second Rent
Component in the manner described in Section 302(b) with adjustment after
the close of the calendar year.
(d) Should a majority of the Qualified Space for any reason not be
used for Trade Purposes in any calendar year after the fifth calendar
year from the Rent Commencement rate, jade shall pay to the City the
Third Rent Component as provided in Exhibit F hereto.
(e) Except as provided above, Dade agrees to pay the Rent in
equal monthly installments in advance on the first day of each month
after the Rent Commencement Date, as pr-- ided below, and thereafter
during the Term of this Lease. Pa;,,ment of Rent shall be made to the
City except that so long as any cf said Revenue_ sends of the City shall
be outstanding, Rent shall be paid to the Trustee, for the benefit of
the City, at such office of the Trustee as Is im icated in Article I
hereof, or at such other office cf the -Trustee as the Trustee may
from time to time by notice in writing indicate to Dade. Payment of
Rent shall commence upon the date (the "Rent Commencement Date") that
is the later to occur of:
(i) issuance by the appropriate local governmental
authorities of all permits, licenses or approvals
necessary to enable Dade to commence legally
construction of the Trade Center; and
"SUPPORTIVE
D0CU t �" E lTS
-1�_ FOLLOW
4 9
(ii) the first day of the thirteenth month following
receipt by Dade of the written certificate o_^
the Architects referred to in Section 503.
Dade agrees to apply diligently and promptly for and seek the isssu-
ance of said permits, licenses or approval, and failure to do so
shall result in the commencement cf the payment of Rent upon the
occurrence of the event set forth in Item (ii) above.
As soon as may be convenient after the Rent Commencement Date,
Dade and the City agree to join t•;°t: each other in the execution, in
recordable form, of a written declaration in which such date shall
be stated.
Section 303. Governmental Charges.
(a) Payment of Governmental Charges. From the date of this Lease and
continuing for the balance of the Terrn of this Lease, Dade sha;l pay directly to the
assessing governmental body the total amount of any and all Governmental Charges
that may, during the Term of this Lease, be charged, imposed or assessed upon or
against the Demised Premises and the Trace Center --vithin 30 days of ter the date any
such Governmental Charges shall be payable but before a penalty or interest
ccrnniences to
accrue
for non-payment
;hereof. _^
such
rc%,c--rnmental
Charges
are not separately
assessed but _'e
�c_� , _
upon
or a_G'_nst the
Land
or all of the improvements thereon. or both, Dade shall pay its fair
and equitable portion of such Governmental Charges comprising ad valorem
taxes based upon the portion of the fair r:=slant value of the Land and
all improvements thereon re -,resented by the fair market value of the
Demised Premises and the Trade Center and shall pay such Governmental
Charges comprising assessments based upin such other factors as result
in a fair and equitable apportion!nent under applicable lava. Lade may
DOW T S
FCCi..LO 17
2
0
arrange with the governmental or assessing authority for the payment
in installments of any assessment against the Demised Premises and the
Trade Center or its part of any assessment against the Land or the
improvements thereon, or both, provided Dade can make arrangements
satisfactory to the City with the proper governmental authorities for
the payment in equal or substantially equal installments prior to the
expiration of the Term'of this Lease of the full amount of such assess-
ment payable by Dade. Dade shall not be In default under this
Section 303(a) if Dade fails to ar such '"l-vernmental Charges while
contesting such Governmental Cnar�-es in ccool faith by administrative
or legal proceedings, conducted pro^iptl,:.
(b) Apportionment of Governmental Charges. Governmental Charges for the
calendar year in which this Lease commences shall be adjusted and apportioned
between the parties hereto as of the date of this Lease. Governmental Charges for
the last year of the Term of this Lease shall be adjusted and apportioned between the
parties hereto as of the date of expiration of the Term of this Lease.
Section 304. Utilities.
Unless otherwise agreed between the City and Dade in writing, Dade at its
own cost and expense, shall arrange and pay for a11 heat, light, water, gas and any and
all other services used on or in connection with the Demised Premises and the Trade
Center. The City shall, at its expense, provide utili*y, sewer, water and like
connections to
the Trade Center on the Demised Premises
at the
street
level
to
the sere*ice
ccre area cf t:;e -_ .._ Center, as
:hail
be set
forth'
in
the Plans and Spec'-fications.
«SUPP0RTf
I�r'�i_• �� V
��..J.1.
LL k J' d
4
ARTICLE ?1'
USE
Section 401. The City's Obligations.
The Parking Garage shall have Parking facilities for at least
1450 automobiles and the City Oovenants that throughout the Term of
this Lease it shall use the Parking Garage or cause the Parking
Garage to be used for said purpose.
Section 402. Dade'-- Obi_-atic.n.s.
Dade shall use its best effcrt: cause a majority o_" the
Qualified Space to be used for ':'ride Purposes, meaning purposes
related directly or indirectly to international banking, law, finance,
insurance, transportation, communicat ons,-overnment, technology
trade, tourism, import and export tius_nesc: and other international
business and activity; (ii) Dade shall, on each occasion after the
fifth calendar year after the Rent Commencement T:a,.e that rentable
Qualified :pace becomes vacant or shall be hue to become vacant
thirty days, if less than twenty-five rep -cent cf the Qualified Space
is then used for Trade Purposes, notify t'_e City thereof, and there-
upon the Cite shall have the right `•or a per -Lod of thirty days after
w such notice to lease in the name and on behalf of, and for the benefit
~ r f fade, such space for Trade Purposes to reputable tenants with
L---R (a'f ci.ent net worth to pay the rent thereunder, on the same terms
conditions as other occupancy leases in the Qualified Space and at
economically feasible rent, which shall be not less than EOr o"
-D C L2
YO J the then current market rate for ne�v; coR-:ercial office sage tena:-.ts
in the Trade Center, and (iii) Dade shall provide written reports
to the City of its marketing effo^,s and crocedures, proposed and ac-ua=
rental rates, lease negotiations and e:,:ecution of leases, tenant naves End
information about te'ots and such other information Whe City may reasonably
request to determine whether . ualified pace has been used for Trade Purposes. Such
reports shall be given rnonthly until the Q;jalif iec� Space reaches 9011: Occupancy, as
defined in Section 302, and annually thereafter. In determining whether Qualified
'Space has been used for Trade Purposes in accordance with this Section 402, the
amount of the Excepted Space that is used for Trade Purposes may be substituted for
an identical amount of Qualified Space that is not used for
L tie
Trade Purposes. The City's sole remedy for failure of Dade to comply with the use
provisions contained in this Article lY shall be as provided in clause (ii) above and in
Section 302(d) of this Lease.
Igo-Ij D TIVE
_FOLLv4rr
ARTICLE V
CONSTRUCTION
Section 501. Plans and Seecifications.
(a) Preparation and Deliverl. Promptly after the
execution of this Lease, Dade shall cause the Architects to
develop final plans and specifications (the "Plans and
Specifications") for the Trade Center and the Cit}, shall
cause plans and specifications for the Parking Garage to be
developed pursuant to the Turnkei, Design and Development
Contract. The Plans and Specif_cations and the plans and
specifications for the Parking Garage shall detail the order
in which the work on the Trade Center, the Parking Garage
and appurtenant facilities shall proceed. Dade and the City
shall deliver one cope of each of the Plans and Specifi-
cations and the plans and specifications for the Parking
Garage, without expense, to the other partl, heretc.
(b) Approval. The Plans and Specifications shall be
subject to the approval of the Cit. The plans and speci-
fications for the Parking Garage shall be subject to the
approval of Dade provided, however, the approval of Dade of
the plans and specifications for the Parking Garage shall be
to
limited/its determination of whether or not said plans and
specifications compl}, with the engineering standards for the
Parking Garage set forth in Exhibit C attached hereto. If
Dade disapproves the plans and specifications for the
Parking Garage as not conforming with said engineering
standards and the City does not concur with said deter-
mination by Dade, conformance of the plans and specifi-
cations for the Parking Garage with said engineering
standards shall be determined by the majority decision of
three qualified independent engineers chosen and compensated
in the same manner, and whose determination shall have the
same force, as an•Appraisal.
(c) Dade mad► propose chances or additions to the plans
and specifications for the rar}:ing Garage to change the
architectural and aesthetic features thereof in order to
meet the special needs of and• special design of the Trade
Center or to harmonize the appearance of the Parking Garage
with the appearance of the Trade Center. If the City
determines that said chances or additions to the plans and
specifications for the Parking Garage are acceptable to the
City, it shall inform Dade that the City consents to such
changes and additions; provided (i) Dade shall enter into an
agreement with Miami Center i:ssociates, Inc. providing for
making such changes and additions in the plans and speci-
fications for the Parking Garage, as aprroved by the City,
and performing the extra work involved thereby at the sole
cost and expense of Dade; (ii) Dade shall. covenant and agree
with the Cit% that Dade shall bear the cost and expense of
all such changes and additions and work involved and,
particularly, assures the Cite that the City will not be
obligated to pay more than a total of $15,000,000 for the
G-]
a ,...',L.l ....."�..." ..........,.dJkra
I
construction of the Parking Garage by reason of said changes
and additions and work involved thereby, and (iii) the City
agrees that in consideration for benefits to be received by
it by reason of such changes and additions to the plans and
specificationsfor the Parking Garage and the extra work
involved therefor, the City shall enter into a separate
agreement with Dade leasing to Dade approximately 20,000
square feet of retail space in the Parking Garage area at a
rental rate and upon terms and conditions mutually satis-
factory to Dade and the Cit,• and in any event sufficient to
provide the City with an adequate return on its investment
and provide Dade a reasonable opportunity to recoup through
the subleasing of such retail space the amount of its
expenditures on the Parking Garage that are deemed beneficial
to the City.
Section 502. Construction of the Fars:inr Garaze.
Unless prevented by events or occurences beyond its reasonable control, the City, at
its cost and expense, shall commence as promptly as possible after approval by the
City and Dade, and anv Leasehold Nlortgagee of the plans and specifications, the
construction of, and shall thereafter dill-ently pursue to completion, the Parking
Garage and the facilities appurtenant to the Trade Center located within the Parking
Garage (including Ahe finish on the first level of the Trade Center of all elevators,
stairways and other means of ingress and egress between the Parking Garage and the
Trade Center and the completion of the roof of the Parking Garage to the point where
finish flooring or other finish surface to the Trade Center may be installed b\• Dade).
The structural members. footings and foundations for the Parking Garage sha!l be
capable of supporting. consistent with the highest safety standards, the Trade Center
Section 5C3. Construction of the l rade Center.
Unless prevented by ev,.,its or occurrences beyond its r�asonabJe control, Dade, at its
cost and expense, shall commence as promptly as possible but, urdess so prevented, no
later than 90 days after receipt by it of \vritten certification by the Architects that
the construction to be performed by the City pursuant to Section 502 has progressed to
the extent that, Dade can begin construction of the Trade Center, and shall thereafter
diligently pursue to completion, the construction of the Trade Center. During
construction, necessary precautions for the safeguarding of the Parking Garage and
the operation of cars and the movement of people in and about the Parking Garage
shall be taken by Dade at its expense pursuant to the conditions specified in Section
609.
Section 504. ",fanner of uorr:; Ccn-ioliance with Laws and Reeula.;ons.
The work provided for in Sections 502 and 503 shall be done in good and
workmanlike manner and in accordance with the plans and specifications and the
requirements and regulations of the various departments of any governmental
authorities having jurisdiction in respect of such construction, provided such
requirements and regulations are part of a comprehensive scheme of regulations of
general applicability to like property in the City of Rtiami. Any such work shall be
subject to inspection and approval by the Architects. In case of the filing of a notice
of violation of any of the regulations of any governmental department in connection
with any of such wori•:, the party to this Lease reponsibJe for such work, at its own cost
and expense, shall do all necessary things and work in order to cause the same to be
cancelled, and upon the completion of the work shall obtain all certificates required
from said department in respect thereof; provided, hcwever that such party at its own
cost and expense, shall have the right in good faith to contest the validity or legality
of any notice of violation filed with respect to said work, and pending such contest
actively conducted by such party, the non-compliance with the requirements of such
notice shall not be deemed a default on the part of such party under this Lease;
provided, further, that suer, party shall have furnished :o the other par:y indemnity or
securi:y of an arnoun: and kind reasonably satisfactory to the other party which shall
secure it against any V by reason of non-compliance %V the requirements of such
notice.
Section 505. Liens.
Neither the City nor Dade shall permit the commencement of construction or
the delivery to the Land of any materials under a contract or subcontract made by or
for it, unless and until an agreement or agreements in form satisfactory to the other
party shall have been entered into with the contractors, subcontractors and
materialmen providing, to the extent required by the other party and if enforceable
under applicable law, for the waiver of the right to file mechanics' or materialmen's
liens against the Land, or any part thereof, or any improvements thereon. Each party
hereto hereby a` revs to indemnify and save harmless the other party hereto from ail
mechanics', materialmen's or other similar liens, including conditional sales
agreements and chattel mortgages, which may arise out of or in connection with any
such contract (for work performed or material furnished thereunder) made by or for it.
In case either party hereto shall fail or neglect to satisfy or discharge or cause the
cancellation of any such lien arising under or in connection with an% contract made by
or for it, by bondinc. payment or ot,'Se within 30 days of ter notice from the
other party hereto, such failure shall constitute a default under the terms of this
Le?se. The part- hereto not so in default may satisfy or discharge such lien,
conditional sale agreement or chattel mortgage by bonding or payment, and the cost
thereof shall be paid on demand by the other party hereto with interest thereon at the
Prime Rate. Nothing herein contained shall be deemed to prevent the party obligated
to pay or discharge any such lien from contesting the same, in good faith if it shall
furnish to the other party hereto a bond of indemnity or other security of an amount
and kind satisfactory to the party to be inc,:rnnifi-ed and which will be sufficient to pay
in full the lien and al interest, penalties, costs and expenses in correction therewith.
The remedies provided in this Section shall be in addition to all other remedies
—2--
0
provided by law or thilease.
Section 506. Completion of the Parking Garage.
Unless prevented by fire, lockout, strike, labor or material shortage, act of war,
enemy hostilities or other cause or casualty beyond the reasonable control of the City,
including acts, failures to act or delays caused by Dade, the City shall complete the
construction of the Parking Garage, and the appurtenant facilities for the Trade
Center to be constructed by the City within the Excepted Premises and the Parking
Garage, not later than February 1, 1982; provided, however, that the foregoing •
provision- relating to completion of construction by the City shall not be applicable to
work which it is not necessary f rorn the standpoint of the construction of the Trade
Center to complete in such time, and as to such a,erK the City shall corn,:lete it, unless
prevented by an,, of the causes referred to above, at such time or
times as shall be necessary in order to a%cid delaying the use and
occupancy of the r2rade Center, but in no event more than 6 months after
the February 1, 1982 date as it may be extended to a later date in con -
format,,' with the rrovis_ons Of tlhi$ 1_1C -C rC,6. In case of failure to
complete an,; such construction v.ithin the time specifies
above by reason of any cause beyond its control, the City shall have
the same completes ;.,JLth_n such period thereafter as shall be equal
to the time that the City shall h- ve been so delayed ty any or all of
said causes.
Section 507. Effect of the Citv's Failure to Complete Construction.
If the City, by failing to commence or to prosecute'the work of construction
to be performed by it pursuant to Section 502, or by failing to complete such work as
the
provided in Sectin 506, shall prevent commencement of the construction orpse and
occupancy of the Trade Center as provided herein, and within 90 days after notice
from Dade to the City such failure shall not be completely remedied or if such failure
cannot be
remedied within
such -)eriod and
the City fails
to commence
a rernedy,
diligently
pursue
the
sarne
and
give
-24-
adequate assurances of such acticn to Dade, or if the City for any
reason shall fail to fully complete construction of the Parking Garage
by the date that is 24 months subsequent to the Parking Garage Comple-
tion Date, then Dade may elect -by notice to the City to prosecute the
work of construction of the Parkinr Carage so required and the
City shall reimburse Dade for all their charges, costs and expenses
theretofore or thereafter paid or incurred in connection therewith,
including any and all sums paid by Dade in or for said construction
and any and all sums required to be pai': by Dade for money borrowed
_n corn=c�_cn there.;ith, J -1, _n:-. tut not _im.ited to, interest,
discounts, loan fees, and cicsn` costa; trot ided that said reimburse-
ment shall be made by the City only to the extent of funds lawfully
available to it therefore. 1`_' C'.0ty has not fully completed the con-
struction of zhe Parking Ga-a_e fcr any r-ascn by the date that is
24 months subsequent to the Par) _ng Garage CoM.r-letion Date, and if
Dade has not elected to con-lete the construction of the Parking
Garage in accordance with thi- Sect_on, then rade may terminate this
Lease but only by i%ritten notice tc the Cit..., g_ven not less than 24
months nor more than 26 monti.s subs_eue.it tcc t;''ie Parking Garage
Completion Date.
Section 508. Cit;;'s Contractor.
Dade acknowledges that it has received a copy of the Turnkey
Design and Development Contract Py and Between The City of Miami,
Florida, and tiiami Center Associates, Inc., a Florida corporation,
dated as of , 198C, i,;ri ch trovides for the con-
struction of the Parking Garage b,; sa=d Yami Center Associates, Inc.
-25-
for and on behalf of the City. Dade accerts the Demised Premises
subject to the rights and obligations of the parties to such Contract
and recognizes that the obligations of the City under this Lease are
subject to the provisions of such Contract and that the Parking
Garage shall be constructed pursuant to the provisions of such Contract,
subject to Dade's rights under Section 507 hereof to perform cer-
tain work that the City fails to perform.
Section 509. Dade's Failure Timely_ to Commence or Complete
Construction.
In the event Dade shall fail tc co; hence construction of the Trade
Center or complete construction of the ra e Center within the
respective time required by the United States Department of Housing
and Urban Development under its agreerr:ent lith the City providing
for the so-called U;:AG Grant for the Pa_ *:_ng, Garage, and such failure
is*not caused by the City, Dade covenants and agrees to pay to the
City an amount equivalent to the amcunt ^'_' said UDAG Grant that
is not paid to the City by said Denartment by reason of Dade's
failure to commence or to comrlete such ccnstruction within the
respective time required under said agreement.
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ARTICLE VI
OPERATION AND MAINTENANCE
Section 601. Operation aril o; Trade Center.
Dade, after construction of the Trade Center and during the Term of this
Lease, at its own cost and expense, shall keep, operate and maintain the Trade Center
in good order, condition and repair, normal wear and tear and damage by fire and other
casualty or taking as provided in Articles VIII and IX hereof excepted, similar to first
class facilities in prime commercial office locations in major cities elsewhere in the
United States and in conformity with all requirements of the law and applicable fire
underwriting and rating regulations. Dade shall make and enforce reasonable rules and
regulations of general application for the supervision, control and use of the Trade
Center. Such rules and regulations and any amendment thereof shall not be effective
unless the same are first submitted to the City for its review and comment, but such
review and comrnent shall not be unreasonably withheld, qualified or delayed. Dade
shall suffer no waste or injury, and shall promptly, and in such manner. if possible, as
will not interfere with the maintenance, operation and use of the-aaking Garage,
make all necessary repairs and replacements, structural or otherwise. in and to the
Trade Center. All such construction work, replacements and repairs shall be of high
quality and of the standard applicable to buildings of this type.
Section 6'52. Operation arid. 'Maintenance cf Parking Garage.
The City, after construction of the Parking Garage and during the Term of this
Lease at its own cost and expense, shall keep, operate and maintain the Parking
Garage and all facilities therein, including those appurtenant to the Trade Center, in a
first class manner in good order. condition and repair, normal wear and tear and
damage by fire and other casualty or taking as provided in Articles VIII and IX hereof
excepted, similar to first class parking facilities in prime commercial office locations
in major cities elsewhere in the United States and in conformity with all requirements
-2
of the law and applici fire underwriting and rating r y
e � �lations. The City shall
• make and enforce reasonable rules and regulations of general application for the
supervision, control and use of the Parking Garage and such facilities therein. Such
rules and regulations and any amendment thereof shall not be effective unless the
sane are first submitted to Dade for its review and comment, but such review and
comment shall not be unreasonably withheld, qualified or delayed. The City shall
suffer no waste or injury, and shall promptly, and in such manner as will not interfere
with the maintenance, operation and use of the Trade Center, make all necessary
repairs and replacements, structural or otherwise, in and to the Parking Garage and
such facilities therein. All such construction work, replacements and repairs shall be
of high quality and of the standard applicable to buildings of this type.
Section 603. Drainage, Clearing Sidc•v.alks.
The Trade Center shall be kept waterproofed and drained by Dade, at its
expense, into the Trace Center's erainage system, so that no water, liquid or waste of
any character shall be permitted to drain or leak into the Parking Garage other than
through designated drainage facilities.
The City, at its cost and expense, shall keep the entrances to, and the
siee,a•alks, roadways and curbs fronting and abuttinc, the Land free and clear of
standir water and other substances and of any obstruction to the free and safe use
thereof at all times, and it will continuously maintain, and promptly repair or replace
or renew such sidewalks, roadways and curbing, as necessary.
Section 604. Safe Floor Loads.
Dade and the City will not suffer, allow or permit the. loading of any floors of,
respectively, the Trade Center or the Parking Garage, or anl, portion or portions
thereof. beyond the loads which the same -.�iil safe,'\, support.
Section 605. Storage or Use of Flammable Materials.
The City and Dade will not use or keep, or permit to be used or kept, in the
—28—
Parking Garage or in Trade Center any oils, mats or substances of a
flammable or explosive nature except in accordance with the rules and regulations of
the Board of Fire Underwriters or those of authorized public authorities having
jurisdiction.
Section 606. Default in Operation or Maintenance.
(a) Right to Effect Compliance.
If Dade or the City (referred to in this Section 606 as the Defaulting Party), at
any time or times during the Term of this Lease, shall fail or neglect after 30 days'
notice from the other (referred to in this Section 606 as the Non -Defaulting Party) to
take such action as may be necessary to place its respective facility in compliance
with the requirements of Sections 601 through 6,)4, the Non -Defaulting Party shall
have the right, in addition to all other rights and remedies, including those provided in
Article X11, and is hereby authorized, on not less than three days' notice, to enter into
the others facility and every part thereof, and to make such repairs thereto or
therein, or to perform such acts in order to effect compliance a-ith Sections 601
through 604. as may be reasonably necessary. and the cost of any and all such repairs
made by the Nora -Defaulting Party as aforesaid, shall be repaid by the Defaulting
Party to the Non -Defaulting Party on demand, with interest thereon at the Prime
Rate.
(b) Right to Contest.
The Defaulting Party shall, however, have the right to contest such violation
in good faith by legal proceedings conducted promptly and at its own expense, in its
name or that of the Non -Defaulting Party, and the pendency of any such legal
proceedings, insofar as it shall suspend the effect of such violation, shall suspend the
right of the Non-Def aul ting Part, as set forth in tuie preceding subsection (a), to enter
into the other facility and to make repairs or to perform other acts, but the Defaulting
Party shall furnish to the Non -Defaulting Party security of a kind and amount
-29-
ultin Party sufficient to indeAf y and save harmless the
satisfactory to the Non Uef a g ) >
Non -Defaulting Party from loss or damage to it which may arise during such contest or
may arise from failure of the Defaulting Party to perform its obligations when the
contest is ended.
Section 607. Alterations to Trade Center.
Dade shall not, without the prior approval of the City as set forth below, make
any structural changes in the Trade Center or changes, except minor changes, in the
exterior appearance of the Trade Center or in the entrances, exits or passageways to
and from the Trade Center. The plans and specifications showing any such work shall
be submitted to and be subject to the appro:,al of the City to the same
e.>:tent as the Plans
and Specifications are subject to such approval pursuant to Article V. All such work
shall be done at the sole cost and expense of Dade, under the supervision of an
architect or engineer satisfactory to the City for such purpose, only in accordance
with plans and specifications first submitted to and approved by the building
department of the City of Miami and the other governmental authorities having
jurisdiction thereof, and in accordance with such rules and regulations as such
governmental authorities may from time to time make in regard thereto. The
provisions of Article %I shall be applicable to all such work and also to any changes,
alterations and improvements which do not require the'approval of the City except
that waivers of liens need not be obtained in advance by Dade from contractors,
subcontractors 'or materialmen in connection with any change, alteration or
.improvement if the cost of the entire amount of work to be performed and materials
to be supplied in connection with such change, alteration or improvements does not
exceed 1% of the replacement cost of the Trade Center as most recently determined
by the insurer thereof.
Section 608. Alterations to Parking Garage.
The City may make an), alterations or changes in the Parking Garage;
—2c—
provided, however, that cne City shall obtain prior writteno,,proval of Dade and any
Leasehold wlortgagee to any alterations or chhanges which may or will materially affect
the appurtenant rights of Dade as described in Exhibit B hereof. Plans and
specifications for any such alterations or changes requiring the approval of Dade and
any Leasehold Mortgagee as above provided, and showing such proposed alterations and _
changes, shall be submitted to and/be saJect to the approval of Dade and any Leasehold —
Mortgagee to the same extent as the Plans and Specifications are subject to such
approval pursuant to Article V. All such work shall be done at the sole cost and
expense of the City, in accordance with the plans and specifications first submitted to
and approved by the building department of the City of Miami and other governmental
authorities having jurisdiction thereof, and JLn acccrcance vlitt: such rules and regulations
as such governmental authorities may f rom time to time make in regard thereto.
Section 609. Non -Interference with Parking Garage.
The work of constructing, inspecting, maintaining. repairing, altering,
changing, improving or renewing the Trade Center, the columns, foundations,
substructures or other work, or any pa.-t thereof, or any of the work performed on the
Land by or for Dade, or any tenant of Dade or any occupant of the Trade Center or
a„y part thereof, shall
be performed so as not
in the
opinion of
the City
(reasonably
exerci ::,d) to endanger
or to interfere materially
\vith
the Par►::ng
Garage
operations
or to endanger or interfere with the use of the Parking Garage by officers or
employees of the City, persons parking in the Parking Garage Or an}other members of
the general public in or using the Parking Garage or of people using or occupying any
other part of the Excepted Premises or entering or !eaving the Land or any part
thereof; and Dade shall arrange and perform any and all work accordingly. Whenever
any work shall be likely to involve the operations or safety of the persons, property, or
traffic upon or about the Land, such proposed work shall first be submitted to the City
and shall be performed at such times and in such manner as in the reasonable
—31—
Determination of the City, shall protect the safety and the rights and privileges of
s:ch uses, occupants and other members of the general public.
—32-
insured after the construction period against loss or damage
as a result of fire, boiler and machinery, bursting pipes,
and those other hazards ordinarily insured against from
time to time during the term of this Lease in the City of
Miami, Florida, under policies providing for "All Risks
Coverage" for physical damage or loss, to the extent that
such insurance is generally available from insurers of
recognized responsibility authorized to do business in
Florida. Such insurance shall be in an amount sufficient
to prevent the City or Dade, as the case may be, from being
co-insurer and shall be maintained in an amount not less
than one hundred percent (100%) of replacement cost of the
Parking Garage or the Trade Center, as the case may be, as
determined b%7 annual evaluation on the anniversav date of the
insurance or by inflation endorsement if available. Each
insurance policy shall contain a loss payable clause in
which the loss shall be paid to the City or Dade respectively,
and to the additional insureds, as their interests may appear.
The City and Dade agree that, with respect to any such
loss or damage which is covered by insurance then carried
by them, respectively, the one carrying such insurance
and suffering such loss releases the.other of and from
any and all claims with respect thereto.
-34-
ARTICLE VII
INSURANCE
Section 701. Maintenance of Insurance.
The City and Dade, each at its own cost and expense,
shall keep and maintain the following insurance:
(a) During the construction of the Parking Garage
and Trade Center, the City and Dade respectively shall
have and keep or cause to be had or kept, (i) the Parking
Garage (including construction materials on the site and
those facilities appurtenant to the Trade Center located
within the Parking Garage), and (ii) the Trade Center
(including materials to be used in construction) insured
for the benefit of the City, Dade, the Trustee, any Lease-
hold Mortgagee and other insureds, named by the City, as
their interests may appear, against all risks of accidental
physical loss or damage under an "All Risks Coverage"
builders' risks insurance polic;Y on a "Completed Value
Form" including in all events collapse, demolition, debris
removal and increased cost of restoration endorsements, in
amounts sufficient to prevent the City or Dade, as the case
may be, from becoming a cc -insurer within the terms of any
policy or policies, and in any event in amounts not less
than 100% of the replacement cost of, respectively, the
Parking Garage and the Trade Center,
(b) The City and Dade, at their respective expense,
shall keep Parking Garage and the Trade Center, respectively,
-33-
insured after the construction period against loss or damage
as a result of fire, boiler and machinery, bursting pipes,
and those other hazards ordinarily insured against from
time to time during the term of this Lease in the City of
Miami, Florida, under policies providing for "All Risks.
Coverage" for physical damage or loss, to the extent that
such insurance is generall% available from insurers of
recognized responsibility authorized to do business in
Florida. Such insurance shall be in an amount sufficient
to prevent the City or Dade, as the case may be, from being
co-insurer and shall be maintained in an amount not less
than one hundred percent (I00%) of replacement cost of the
Parking Garage or the Trade Center, as the case mad• be, as
determined by annual evaluation on the anniversav date of the
insurance or by inflation endorsement if available. Each
insurance policy shall contain a loss payable clause in
which the loss shall be paid tc the City or Dade respectively,
and to the additional insureds, as their interests may appear.
The City and Dade agree that, with respect to any such
loss or damage which is covered by insurance then carried
by them, respectively, the one carrying such insurance
and suffering such loss releases the other of and from
any and all claims with respect thereto.
-34-
(c) Before entering upon the Excepted Premises or the
Demised Premises in connection with the construction of the
Parking Garage or the Trade Center and at all times during
the Term of this Lease, the City and Dade, as assurance for,
but not in limitation of, the provisions in Section 704,
shall provide comprehensive general public liability in-
surance for premises and operations, use and occupancy,
including but not limited to, coverage for explosion,
collapse and underground ("X.C.U.") hazards, independent
contractors, products and completed operations, and
contractual and personal injury liability, as will pro-
tect Dade or the City, their respectiv*e officers, agents and
employees, From any and all claims and damages for personal
injury
injury/ to persons or death, or damage to any property
of the City• or of the public, which may arise out of or in
connection with the performance of any work or operations or
use or occupancy by Dade or the City in, on or over the
Parking Garage or the Trade Center, as the case may be, or
the Land or Demised Premises. This coverage shall include,
but shall not be limited to a combined single limit of Ten
Million Dollars ($10,000,000.00), for personal injury,
injury to persons or death or for property damage. The
policy covering this insurance shall. be endorsed to cover
the contractual liability of the City or Dade, as the case
may be, under Section 704 to the other party hereto, and their
respective officers, agents and employees, and the other
parties hereto shall be named as an additional insured under
-35-
this policy.4`SLiability insurance with *spect to entrances,
exits and 1 passageways to or through the Parking Garage and
all facilities or improvements in connection therewith,
including lobbies, loading areas, mechanical areas, road-
ways, ramps, stairs, moving stairs, elevators (and pits and
headhouses therefor) and any other facilities within the
Parking Garage to be used by Dade and the City shall be kept
and maintained at the expense of the City.
(d) The City and Dade shall, at all times from the date of
commencement of construction of the Parking Garage and Trade
Center, respectively, and during the Term of this Lease, provide
Workmen's Compensation Insurance protecting the City's and
Dade's respective liability under the Workmens, Compensation Act.
( e) At all times from the Rent Commencement Date and
during the Term of this Lease, Dade shall provide, as may
reasonably be required by the City, less of rent insurance
(providing for the payment to the City for a period of up to 2 years
of an amount equal to the Rent payable under this lease, and
sprinkler leakage insurance protecting both the City and Dade and
in an amount reasonably necessa-y to cover any such loss.
(f) Dade and the City shall secure and maintain,
during and after the construction period, such comprehensive
automobile liability insurance, including non -owned and
hired car coverage, as will protect Dads and the City from
any and all claims and damages for personal injury or death
or property damage to any property of the City or Dade, as
the case may be, or of the public which may arise out of
-36-
• or in connection with -the performance of any work or operations
done by or for Dade, or the City in connection with the develop-
ment or operation of the Parking Garage or the Trade Center
during and after the construction period whether such work
or operations be by Dade, or the City, or their respective
contractors or sub -contractors, or by anyone directly or
indirectly employ'el by any of them. The amount of such
insurance shall be not less than a combined single limit
of Ten Million Dollars ($10,000,000.00) for injury or death
or for property damage.
During the construction of the Parking Garage and the Trade
Center, respectively, the City shall cause its contractors
and sub -contractors and Dade shall cause its contractors and
sub -contractors to pre%,ide and keep in force the insurance
set forth in subsecticns (c) and (d) above.
Section 702. Responsible Insurance Ccrnpanies: Copies of Policies.
All insurance required to be carried hereunder shall be covered by a policy or
policies with insurers of recognized responsibility authorized to do business in the
State of Florida. A blanket police additionally insuring other property or any of the
parties hereto or insuring the interests of all the parties hereto may be acceptable
provided the cost thereof can be properly apportioned. Such policies may provide for
deductibles not to exceed 1% of the replacement cost of the respective improvements
as most recently determined by the insurers thereof. Each party will deliver to the
other original, duplicate original or certified copies of all policies of insurance
required under Section 701. Each party wil! furnish to the other evidence of payment
of premiums on al the above policies; such policies s`iall provide that they may not be
cancelled or modified without the consent of the Cite, Dade, the Trustee and any
Leasehold Mortgagee except that cancellation for non-payment of premium may be
made after giving not less than 10 days' written notice thereof to the City, Dade, the
Trustee and any Leasehold Mortgagee; and such policies shall contain a standard first
rmrtyage endorsement suL-stantiall}* equivalent to the New York standard rmrtgagee
clause.
Section 703. Obtaining Insurance Upon the Other Party's Failure.
If either part), should fail to procure any insurance required to be maintained
hereunder, or to pay the premiums thereon, the other party may, but shall not be
required to, procure the same and pay such premiums and, if so procured or paid, the
cost thereof shall be due and payable to such procuring party by the other party on
demand with interest at the Prime Rate.
Section 704. Indemnities.
The City and Dade shall at all times indemnify and save harmless, or cause to
be indemnified and saved harmless, Dade or the City, respectively, and their
respective officers, agents and employees, from all loss, damage expense, claims and
actions which they or any of them may suffer or sustain or which may be asserted or
instituted against there or any of there growing directly or indirectly out of loss of life
or damage or injure to persons v.•homsoever or property to whomsoever belonging
occuring diring and in connection with:
(i) the work of the City or Dade, respectively, and their
respective contractors and subcontractors, and their respective
officers, agents and employees of erecting, constructing,
inspecting, repairing, changing, improving, renewing, rebuilding,
altering or maintaining, hoth initially and from time to tirne
throughout the Term of this Lease, the Parking Garage and the
Trade Center, and the sidewalks, roadways and curbs fronting or
abutting the Land, or any part of any thereof, or
(ii) the Tie, condition, operation or oc(Aancy of the
improvements and facilities on respectively, 1 the Excepted
Premises -id the Demised 'Premises, including with respect to the
Excepted Premises, the areas and facilities therein and in the
Demised Premises that are to be operated and maintained by the
City and including with respect to the Demised Premises, the areas
and facilities therein and in the Excepted Premises that are to be
operated and maintained by Dade, or
(iii) the collapse of all or any part of any of the respective
facilities and improvements referred to in the foregoing clause (ii)
or of any work of the City or Dade, as the case may be, in
connection therewith which may occur at any time or from time to
time,
unless due to the sole negligence of the indemnified party or their officers, agents or
employees.
-39
ARTICLE V111 At
DAMAGE
Section 801. Damage to Trade Center.
In the event that, during the Term of this Lease, the Trade Center, or any part
A.-reof, shall be damaged or destroyed by fire or other casualty, and as often as such
::-rage or destruction shall occur, and regardless of whether or not such damage or
_estruction is covered by insurance furnished by Dade as provided in Article VII, then
ex:ept as provided below, Dade at its own cost and expense, shall repair, restore or
re�uild the Trade Center to substantially the condition existing or required to be
existing (if the standards of Section 602 have net been maintained) prior to such
:=-nage or destruction or, in the alternative in such other manner as may be agreed
?on by the City, Dade, the Trustee and any Leasehold Alortgagee. Such construction
s=,all be performed substantially in accordance with the requirements of Article V.
Dade shall commence any work of repair, rebuilding or restoration required hereunder
'thin three months f rom the happening of the damage or destruction, subject,
»,ever, to delays in the collection of any insurance proceeds to be used for such
purpose and obtaining necessar} approvals of the appropriate governmental authorities
ar: o;orl, on
ant substantial completion of/the underlying Parkin, Garage as required by Section
.,2 hereof. Dade shall diligently prosecute to completion any such workof repair,
re�uilding or restoration. Notwithstanding any provision herein to the contrary, Dade`s
c�.igation to repair, restore or rebuild the Trade Center shall be fully conditional on
:'.e City's restoration of the underlying Parking Garage as required by Section 802
7veof. Further, in its sole discretion, Dade, if not in default hereunder, may elect in
_e� of repairing, restoring or rebuilding the Trade Center, within twelve months after
:— fire or casualty by notice given to the City, to terminate this Lease, provided
the estimated cost of such work including all costs that may be capitalized under
erally accepted accounting principles, shall exceed 20% of the estimated
—4 0—
replacement cost for the Trade Center as determined by Appraisal, or if as a result,
directly or indirectly, of any casualty to the Trade Center or Parking Garage or both,
the Trade Center shall be substantially untenantable for the purposes leased hereunder
and such condition will not with due diligence be remedied within 12 months of such
casualty. Such notice shall be accompanied by a certified or bank check payable to
the City in an amount equal to the greater of:
(i) The present value at the time of such casualty of the
Rent (in the same amount per annum as is in effect on the date of
termination for the period remaining in the Initial Term discounted
to its then present value :at the rate or rates of
interest lea, able on the then cutstanding Convention
Center and Parking Garage Revenue Bonds; and
(ii) The balance, if any, of the insurance proceeds received
on account of such casualty after retention by Dade of an amount
equal to the value of Dade's interest in the Trade Center and the
Demised Premises immediately preceding such casualty, as
determined by .appraisal, subject, however, to the requirements of
any Leasehold %lortgagee.
After such termination, Dade shall pay to the City in progress payments during
the course of debris removal resulting from such fire or casualty, if only the Trade
Center debris is to be removed, the total cost of debris removal, or if both the Trade
Center and Parking Garage debris is to be removed.. Dade-.., share of the cost of such
debris removal, being that percentage of the total cost of debris removal equal to the
estimated replacement cost of the Trade Center prior to the casualty divided by the
estimated replacement cost of the combined Parkins Garage and Trade Center prior to
the casualty, as agreed to by the parties or, if the parties cannot agree, as determined
by ,Appraisal. Upon such termination and payment, neither party hereto shall have any
further rights or obligations hereunder or recourse against the other.
-41-
Section 802. C•Sliage to Parking Garage. 4�
In the event that, during the 'berm of this Lease, the Parking Garage and the
appurtenant facilities to the Trade Center within the Parking Garage, or any part
thereof, shall be damaged or destroyed by fire or other casualty, and as often as such
damage or destruction shall occur, and regardless of whether or not such damage or
destruction is covered by insurance furnished by the City, as provided in Article VI1,
then except as provided below, the City at its own cost and expense, shall repair,
restore or rebuild the Parking Garage and such appurtenant facilities to substantially
the condition existing or required to be existing (if the standards of Section 601 have
not been maintained) prior to such damage or destruction or, in the alternative in such
a.nl y
other manner as may be agreed upon by the Cite, Dade, the Trustee andXeasehold
Mortgagee. Such construction shall be performed substantially in accordance with the
requirements of Article V. The City shall commence any work of repair, rebuilding or
restoration required hereunder within three months from the happening of the damage
or destruction, subject, however, to delays in the collection of an), insurance proceeds
to be used for such purpose and obtaining necessary approvals of the appropriate
governmental authorities. The City shall diligently prosecute to completion any such
work of repair, rebuilding or restoration or rebuilding • T", `-!!'C-e Months o`' the
has n�`. -uc- —nair _ -rtcr=lion or rebuilt'
damage, destruction or condemnation.rr if, having commenced such work, the City at
any time shall net be proceeding diligently with such work, Dade, without waiving its
rights under Section 1206, may give notice to the City specifying that the work has not
commenced or the respect or respects in which the -work is not proceeding diligently
and, if, upon expiration of thirty days after giving of such notice, the work has not
commenced or is not proceeding diligently, as the case may be, Dade may perform
such repair and restoration as is necessary to enable its full and unimpeded use and
enjoyment of the Trade Center, and the improvements thereon and the rights and
easements granted hereby and may enter upon any part of the Excepted Premises to
-42-
the extent necessary tcIperform such word: and the cost olky and all such repair and
restoration shall be repaid by the City to Dade on demand with interest thereon at the
Prime Rate. Notwithstanding any provision herein to the contrary, the City%
obligation to repair, restore or rebuild the Parking Garage shall be fully conditional on
the agreement by Dade to restore the Trade Center, if damage has occurred to the
Trade Center as required by Section 801 hereof.
Section 803. yr�.t<<.ent o;' �en
If during the Term of this Lease the Parking Garage shall be
damaged by fire, other casualty; or any other cause interfering with
Dade's use cf the Demised Fremises, the F,ent and other charges
payable by Dade hereunder shall nct be abated, r•ecuced or de,^erred
by reason of such interference with Dade's use o' the Demised
Premises.
a
—43—
ARTICLE IX
CONDEMNATION
Section 901. Taking of Ti t I e.
If, at any time during the Term of this Lease, the whole or substantially all of
the Demised Premises and the Trade Center and its appurtenant facilities, or such
portion thereof as makes the residue of the Demised Premises and the Trade Center
substantially untenantable for the purposes leased hereunder, shall be taken for any
public or quasi -public purpose by any lavqul power or authority by the exercise of the
in 1. l.- a 11P"FOf ,
right of condemnation Cm eminent domain or/by agreement between the City, Dade and
those authorized to exercise such right, this ease and the Term hereof shall
terminate and expire (without affecting the rights of Dade to recover awards for
damages as provided in Section 902)as of the date title shall vest in, or possession shall
be taken by or on behalf of, the condemning a-ithority, whichever first occurs, and the
Rent to be paid by Dade shall be apportioned and paid to such date and upon such
termination and payment Dade shall have no further rights or obligations hereunder or
recourse against the City. Except as hereinabove otherwise specifically provided, if
less than the whole or substantially all of the Demised Premises or the Trade Center
shall be taken as aforesaid and if the residue of the Demised Premises and the Trade
Center after such condemnation is not substantially untenantable for the purposes
leased hereunder. this Lease and the Term hereof shall continue, but the Rent
thereafter payable by Dade shall be apportioned and reduced, as of and from the date
title shall vest in, or possession be taken by or on behalf of, the condemning authority,
whichever first occurs, to reflect the portion of the award payable
to the City, if any, for its loss of Rent.
_4q_
Section 902. 41 ortionment of Awards.
In the event of a taking of the whole or any portion of the Demised Premises
or the Trade Center (and either with or without a taking of all or a part of the right,
title and interest of the City in the Land or the Excepted Premises or the Parking
Garage), each party shall prosecute its own claim. All the proceeds
of the taking (including interest) to which the City and Dade may be
entitled shall be determined as follows:
(a) The court in such condemnation proceeding, subject to any requirements of
any Leasehold Mortgagee and if not prohibited by lava, shall be requested to make
separate awards to the City and Dade, and the City and Dade agree to request that
the court mare separate a�•ards to each bccec upon a determination a: the value of
their respect'-*,e interests made in the manner provides in Section 1K)2(b), and the City,
and Dade shall be limited to such separate awards if made by the court, subject to any
rights of appeal by either party of such award by the court.
(b) If such court is prohibited by law from making separate awards
to the City and Dade, or declines to do so, subject to any requirements
of any Leasehold Mortgagee, Dade shall receive that portion of the
award which is represented by the value of its leasehold interest in
the Trade Center and the Demised Premises immediately preceding the
taking less the value of its leasehold interest in the Trade Center and
the Demised Premises immediately after the taking, as determined by
Appraisal, and the City shall receive the balance. Such award and other
proceeds shall be paid to,pooled and held in trust by a savings bank,
bank or trust company, or savings and loan association to be selected
by the City and Dade, or, if they fail to agree, by the Trustee, pending
distribution to the City and Dade as above provided.
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• Section 903. -1. ing for Temporary Use. i
It there is a taking for temporary use or occupancy of the whole or any part of
the Demised Premises or the Trade Center or facilities appurtenant thereto at any
time during the Term of this Lease for any public or quasi -public purpose by any lawful
power or authority by the exercise of the right of condemnation or eminent domain or
by agreement between the City, Dade and those authorized to exercise such right, the
Term of this Lease shall not be reduced or affected in any way, and subject to any
requirements of any Leasehold Mortgagee, the entire award shall be disposed of as
f ollows:
(a) So much of the ar;ard and --,then :cceedc. as is equal to the
Rent (in the same amount per annu_m as is in effect immediately preceding
such taking), or, in the case of a partial taking, that portion of
the Rent attributable on a pro rata basis to the portion so taken,
due to the %ity during the period of such taking, shall be paid to
the Trustee under the Trust Indenture securing the Revenue Bonds and,
when such bonds are no longer outstanding. rending distribution in
the :Wanner provided below and the valance of such award shall be
paid to Dade. Any sums so deposited in trust shall be invested in
obligations of the Unite: :Mates cf Amer•_ca or such other securities
as the City and Dade may agree upon. Tne 'ank shall during the
period of such taking pay the Rent, from the amount so invested
in trust, to the City at the times and in the manner provided in
Article III. Any balance of principal or interest remaining in trust
at the termination of such taking: shall be paid to the City and Dade
in proportion to their respective share of the total amount deposited.
(b) If the period of the taking, in respect of which the award
is made is equal to or more than five years, Dade shall furnish
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1'
assurances in form reasonably satisfactory to the City as to the pay-
ment of Rent or, in the case of a partial taking, such portion of
the Rent, over the period of the temporary taking.
If the period of such taking extends beyond the then current
Term of this Lease, Dade shall furnish assurances in the form satis-
factory to the City with respect to the payment of Rent should Dade
exercise its option to renew. If Dade fails to exercise its option to
renew, the City shall receive that portion of the award representing
the period of talon` extend- c,�- :.`1'' the current Terr^ of the Lease.
Section 904. Prosecution of Fixture Claims.
The City, and Dade shall each have the right in any condemnation proceeding
to prosecute its own claim with respect to, and to collect any award for, a taking of
any machinery, equipment, fixtures or persona! property which are not included in any
award for land and improvements.
Section 905. t �Jt�Ce O� a l-. a '1^P jn C'_:1j.T117 :102: `T aE'dinC�.
The City, and Dade shall each have the right at its own expense to appear in
any condemnation proceedings and to participate in any and all hearings, trials and ap-
peals therein. In the event the City and Dade shal receive notice of any proposed or
pending condemnation proceedings affecting the Demised Premises or the Excepted
Premises, the party receiving such notice shall promptly notify the other party of the
receipt and contents thereof.
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I
assurances in form reasonably satisf'act.ory to the City as to the pay-
ment of Rent or, in the case of a partial taking, such portion of
the Rent, over the period of the temporary taking.
If the period of such taking extends beyond the then current
Term of this Lease, Dade shall furnish assurances in the form satis-
factory to the Cite with respect to the payment of Rent should Dade
exercise its option to renew. If Dade fails to exercise its option to
renew, the City shall receive that portion of the award representing
the period of tal-- n�- extent nc t., ,*cn,� the current Ter;^ of the Lease.
Section 904. Prosecution of Fixture Claims.
The City, and Dade shall each have the right in any condemnation proceeding
to prosecute its own claim with respect to, and to collect any award for, a taking of
any machinery, equipment, fixtures or personad property which are not included in any
award for land and improvements.
Section 905. 12ot_ee o_' are' rneerance Ln Cc.,Jemnatio:; r,,(:,^eedinc_.
The Cite, and Dade shall each have the right at its own expense to appear in
any condemnation proceedings and to participate in any and al hearings, trials and ap-
peals therein. In the event the City and Dade shall receive notice of any proposed or
pending condemnation proceedings affecting the Demised Premises or the Excepted
Premises, the party receiving such notice shall promptly notify the other party of the
receipt and contents thereof.
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ARTICLE X
ASSIGNMENT, SUBLETTING, MORTGAGING
Section 1001. Consent Required.
Except as otj-,enaise expressly provided in this Article, Dade covenants (a) not
to assign or otherwise transfer this Lease or the term and estate hereby granted, (b)
not to sublet the Demised Premises and the Trade Center or any part thereof or allow
the same to be used, occupied or utilized by anyone other than Dade and (c) not to
mortgage, pledge, encumber Dadet leasehold interest in the Demised Premises or any
part thereof, in any manner by reason of any act or ornissien on the part of Dade,
without in each instance obtaining the prior written consent of the City. The City
shall not withhold its consent under this Section 1001 to W a mortgage, pledge or other
encumbrance of Dade's leasehold interest by mortgage or other security instrument to
a reputable Leasehold Alortgagee (including a sale to and leaseback from such
Leasehold Miortgagee) or resulting f rorn the foreclosure (or termination of such sale
and leasebac�: transaction) by such Leasehold Mortgagee or a deed in lieu of such
foreclosure, or 61) an assignment, sublease or other transfer to a reputable corporation
or other entity, if in the case of either U) or (ii) above. such Leasehold Mortgagee or
transferee, at the time of making such mortgage or transfer, is reasonably determined
by the City to have, alter taking into account a reasonable projection of rental income
from the Trade Center, net worth sufficient to pay the Rent and operate and maintain
the Trade Center as required hereunder.
Section 1002. Exceptions.
The provisions of section I001(a), (b) and (c) shall not apply to: (a) transactions
with a corporation into or with which Dade is mrged or consolidated or to which
substantially all of Dade'sassets 'aretransfe=edor to any corporation which controls
or is controlled by Dade and (h) rentals of s::ace in the Trade Center to oocupaacy tenants.
Section 1003. i w_ _n.= meets for 7-zsimynent Sublet, or Transfer.
Any assignment, sublease or transfer, whether rrac,� with the City's con-
sent pursuant to section 1001 or without the Cit-Y's consent prursuant to
Section 1002(a), shall be made only if, and shall not be effective until,
the assignee, sublessee or transferee shall execute, acknowledge and
deliver to the City a recordable agreaTeant in form and substance
satisfactory to the Cite, whereby the assignee, sublessee or transferee shall
assume the obligations and performance of this ?s_..ase and a_rree to be personally
bound by and upon all of the covenants, agreerren is , ter, -Ps, provisions and
conditions hereof on the part of Dade to be perforri-_d or observed and where-
bry the assignee, sublessee or transferee s'ia-11 a --roe that t-he prm-isiors in
Section 1001 shall, notwithstanding suc`: an assicnrent, sublesse or transfer,
continue to be binding upon it with respect to all future assignments, sub-
leases and transfers.
Section 1004. Covenant Not To Assicrn, Sublet or Transfer.
Dade covenants not to assign, su:�let or transfer its interest
hereunder, except as allowed by Section 10:,2 and clause (i) of Section 1001, until
substantial completion of construction of the Trade Center (as defined in the
construction contract therefor) unless such transfer is required. either directly or
indirectly, as a result of regulatory action by any governmental agency having
jurisdiction over savings and loan associations. Further, Dade covenants not to assign,
sublet or transfer its interest hereunder, except as allowed by section 1002 and clause
(i) of section 1001, after substantial completion of construction
of the Trade Center unless, at such time, Dade pays to the City
an amount that is the lesser of (a) the Net Proceeds (as
defined below), or (b) $4,104,000, with respect to a trans-
fer durina the calendar year in which substantial completion
of construction occurs, and, with respect to a transfer in
any of t:,e next ten I -ears after substantial completion
of construction occurs, an amount equal to $4,104,000 less
$410,400 for each year that has passed since substantial
completion of construction has occured. A Net Proceeds
received by Dade after the Cite has been paid such amount
shall be retained by Dade. This provision shall not apply
to transfers subsequent to an initial transfer by Dade, so
long as such initial transfer was made at "arms -length" with a non-
affiliated transferee. "Net Proceeds" shall -mean the proceeds of such trans:-r that
remain after deduction for the expenses of such transfer and the return to Dade of the
capital invested by it in the Demised Premises and the Trade Center. Dade's
obligation to pay sums to the City as described in this Section 1003 shall be din .;%shed
by and, sums reimbursed by Dade to the U. S. Department of Housing arc' Urban
Development with respect to the UDAG Grant to the City. Upon an assignment or
transfer by Dade of all or substantially all of it interest under this Lease, mace with
the City's consent under Section 1001 - (a) Dade
shall have no further responsibility or liability hereunder except for obn4ations
accrued prior to such assignment of transfer.
Section 1005. Notice to Lcaseho!� :'�iort�a�ee.
Promptly after a mortgage, pledge or encumber of its leasehold estate,
pursuant to Section 1001 of this Lease. Dade shall furnish the City a written, notice
setting forth the name and address of the Leasehold M:rtGaaee. The City shall furnish
said Leasehold Mortgagee with any notice seat to Dade under this Lease, e_nc no
such notice shall be deemed to have been properly given unless a copy thereo: shall
have been sent to such Leasehold Mortgagee, provided, however, (a) the City shall not be
obligated to furnish notices to any Leasehold Mortgagee the name and address of
which have not been provided to the City and (b) prior to receipt by the
City of notice setting forth the name and address of the Leasehold Mort-
gagee, said leasehold Mortgagee shall not have any rights whatsoever under
those previsions in this Lease where approval of" or "consent to a person,
thing, act or cernission Vas re Tailed and the consent or approval of Dade as
to such person, thing, act or anission shall b_,: des -Ted conclusive.
Section 1006. N--)ndistrubance.
The City shall from time to tine prcrptl�-,upon request of Dade and if
the respective sublessee is satisfactorz to the City, enter into
agreements with Dade and one or more subtenants of Dade which agreements shall
provide that in the event of a termination of this Lease, the possession cf sjch
subtenants and the enjoyment of all rights and privileges hereunder by such sub:e:.---nts,
shall not be disturbed so long as such subtenants shall agree that upon request :f the
City following a termination of this Lease, the subtenants will attorn to the C:-. and
will execute and deliver such instrument as the City may require in order to c;-::rm
such attornment.
8
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ARTICLE XI A.
URBAN DEVELOPMENT ACTION GRANT PROVISIONS
Section 1101. Definitions. The following terms shall have the following
respective meanings in this Article:
(a) "Act' means the Housing and Community Development Act of 19749 Pub.
L. No. 93-383, as amended.
(b) "Grant Agreement" means UDAG Grant Agreement lumber B-80-AA-12-
0009. .
W "Grant Revenues" means the UDAG percentage of:
(i) an), gross income earned from the disposition of real or personal
property acquired in whole or in part by the use of grant funds; (ii) the repayment
proceeds (including principal and interest) of any loan made in whole or in part by the
use of grant funds; and (iii) any gross income from a grant supported activity where it
is specifically declared at Exhibit A to the Gran; Agreement that the income from
such activity shall be deemed to be Grant Pevenues. The "UDAG percentage", means
an amount computed by applying the percentage of participation of UDAG funds in the
total cost of acquisition of property or in the total amount of a loan, or in the total
cost of grant -supported activity, to the gross income from the disposition of such
property, the total repayment proceeds of such Joan. or' the gross income from such
grant -supported activity.
(d) "Non-UDAG Funded Activities" means those activities not directly assisted
with UDAG Program funds, the assured completion of which was relied upon by the
Secretary in selecting the Recipient for the award of funds under the Grant
Agreement, which activities are more particularly described in Exhibit C to the Grant
Agreement.
(e) "Participating Party" means, for purposes of this Lease, Dade.
Identification as a "Participating Party" signifies that the Secretary, in selecting
_5i2—
Recipient for the awl' of the grant, relied in material krt upon a representation
that the party so identified will, in consideration of ttie grant, undertake and complete
one or more specified UDAG Funded Activities or ton-UDAG Funded Activities.
(f) "Project" means the group of integrally related activities described in
Exhibits B and C to the Grant Agreement which are to be carried out to meet the
objectives of the UDAG Program, and includes all UDAG Funded Activities together
will all Non-UDAG Funded Activities. -
(g) "Recipient" means the local government entity receiving UDAG Program
funds pursuant to the Grant Agreement, as more particularly identified on the cover
page to the Grant Agreement, specifically, in this case the City of Miami, Florida.
(h) "Secretary" means the Secretary of the United Stales Department of
Housing and Urban Development or any other official of such department to whom the
Secretary has delegated authority to act with respect to matters covered by the Grant
Ag reem ent.
W "UDAG" means Urban Development Action Grant.
(j) "UDAG Funded Activities" means those activities to be directly assisted
with UDAG Program funds, which activities are more particularly described in Exhibit
B to the Grant Agreement.
(k) "UDAG Program" means the Urban Development Action Grant Program
established by the United States Department of Housing and Urban Development
pursuant to Section 119 of the Act.
(1) "UDAG Regulations" means the regulations set forth in 24 C.F.R. Part 570,
Subpart G, as the same may from time to time be amended.
Section 1102..-Escrow of Grant Revenues.
Upon inst,uction by the Secretary, such Gran; Revenues as are received by the
Participating Party, prior to the completion of all UDAG Funded Activities, shall be
deposited in escrow under arrangements approved by the Secretary, in order to provide
fund_ to assure the completion of the UDAG Funded ,activities.
Section 1103.,rant Revenues A[)plied to Costs..
Such Grant Revenues as are received by the Participating Party prior to the
Completion of all UDAG Funded Activities, shall be transmitted to the Recipient for
use in reimbursing costs incurred for UDAG Funded Activities.
Section 1104. Grant Revenues for Title I Activities.
Such Grant Revenues as are received by the Participating Party after the
completion of all UDAG Funded Activities, shall, at the option of the Recipient, either
be transmitted
to the Recipient, or used
by
the Participating Party, subject
to the
approval of the
Recipient, for community
and
economic development activities
which
mould be eligible for assistance under Title I of the Act.
Section 1105. Assurance of Govern-i!enti! .%--Dreyals.
The Participating Party and the Recipient represent and warrant that they
have obtained, or have reasonable asurance that there will be obtained, all Federal,
State and IocaJ governmental approvals and reviews required by law to be obtained by
such Participating Party and Recipient for the Project.
Section 1105. Conq:,letion o- Project.
The Participating Part%• acknowledges that the Secretary, in selecting the
Recipient for the award of this grant, relied in material part upon the assured
completion of the activities to be undertaken by the Participating Party in connection
with the Project; and the Participating Pa,t\- assures the Recipient that such activities
will be completed by the Participating Party.
Section 1107. .;5surances of Projected Jobs.
The Participating Party represents. warrants, and covenants that it will use its
best efforts to create or cause to be created, within 60 months after the date hereof,
600 new job opportunities, including 150 permanent new job opportunities for persons
who, at the time of their employment, will be persons of low and moderate income. In
order to assist and enahlethe Recipient to report to the Secretary, as the Secretzxr '
may require, the Pair''cipating Party agrees to repor',4,o the Recipient, as the
Recipient may from time to time require, on the numbers and kinds of such jobs
created or caused to be created and filled.
Section 1108. Maintaining Records and Rights to Inspect.
The Participating Party shall keep and maintain books, records and other
documents relating directly to the receipt and disbursement of grant funds; and any
duly authorized representative of the Secretary or Comptroller General of the United
States shall, at all reasonable times, have access to and the right to inspect, copy,
audit, and examine all such books, records and other documents of the Participating
Party until the completion of all close-outs procedures respecting the grant, and until
the final settlement and conclusion of all issues arising out cf the grant or under the ,
Grant Agreement.
Section 1109. Access to Project.
The Prticipating Party agrees that any duly authorized representatives of the
Secretary
shall, at
all reasonable
times, have access to
anv portion of
the Project in
which the
Participating
Party is
involved. The period of
such right to
access shall be
the same as that set forth in Section l IOS.
Section 1110. No Assignment or Succession.
The Participating Party agrees and acknowledges that no transfer of grant
funds by the Recipient to the Participating Part\, shall be or be deemed an assignment
of grant funds, and the Participating Party shall neither succeed to any rights, benefits
or advantages of the Recipient under the Grant Agreement, nor attain any rights,
privileges, authorities or interests in or under the Grant ggreeinent.
Section 1111. Secretary Approva of Amendi-rents.
During the term of the Grant Agreement, any agreement between the
Recipient and Participating Party required to be submitted to and approved or
accepted by the Secr JVry shall not be amended in any Rterial respect, after such
approval and acceptance, without the prior written approval of the Secretary, and an
amendment shall be deemed "material", within the meaning of the above provision, if
it cancels or reduces any development, construction, job creating, or financial
obligation of the Participating Party by more than ten percent, or if it changes the
sites or character of any development activity, or if it increases any time for
performance by which the Participating Part, by more than ten percent; provided,
that an increase in and, time for performance which does not exceed 30 days, shall not
be deemed "material."
Section 1112. Disclaimer of Relationsi .
The Participating Party agrees that nothing contained in the Grant
Agreement, or in any agreement between the Recipient and the Participating Party,
nor any act of the Secretary, or of the Recipient, or of any of the parties hereto, shall
be deemed or construed by any of the parties, or by the third persons, to create any
relationship of third -party beneficiary, or of principal and agent, or of limited or
general partnership, or of joint venture, or any association or relationship involving the
Secretary.
Section 1113. Other UD,hG Provisions.
The Participating Party agrees the: its activities. hereunder are and will at all
times consistent with the provisions of Section 119 of the Act and the UDAG
Regulations.
3
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14
ARTICLE hII
DEFAULT
Section 1201. Events of Default.
This Lease is subject to the limitation that if, at any
time during the Term hereof, any one or more of the following
events shall occur, that is to say:
(a) If Dade.shall fail to pay all or any part of the
Rent or any other sum of money called for to be paid
when the same shall by the terms of this Lease be
due and payable, and such failure shall continue for
thirty days after notice thereof from the City to
Dade; or
(b) If Dade shall fail to perform or observe any other
requirement of this Lease (not hereinbefore in this
Section referred to) to be performed or observed by
Dade (except for the failure to observe or perform the
requirements of Article IV, the remedies for which shall
be limited to those provided in Section 302(d) and
Article IV of this Lease), and such failure shall con-
tinue for sixty days after notice thereof from the City
to Dade; provided, however, that if such failure cannot
be cured in sixty days, Dade shall have the right to
begin to cure such default within said sixty days and
to proceed therewith with reasonable promptness and
diligence (and in the manner required by this Lease,
including providing indemnity or security to the City
if this Lease provides for the furnishing of same to
the City), then such sixty day period shall be extended
for such time as may reasonably be necessary to enable
Dade by proceeding with diligence to remedy its failure;
■
then upon the i,appening of any one or more of the aforementioned
Events of Default, the City may terminate this Lease upon
giving not less than five days' notice to Dade which shall
state the date of termination of this Lease, and, except as
otherwise provided in Section 1205, at the expiration of
such five days or such longer period as may be specified in
the notice, this Lease and all the right, title and
interest of Dade
hereunder shall terminate and wholly cease and expire, and Dade shall quit and
surrender the Demised Premises to the City, but Dade shall remain liable as
hereinafter set forth.
Section 1202. Remedies.
In the event of termination of this Lease by the City pursuant to Section 1201,
the City may
(a) Without prior notice or demand given to Dade or to any tenant or
subtenant of Dade, reenter upon and take possession of the Demised Premises,
including the Trade Center, and Dade shall peaceably deliver possession of the
same to the City;
(b) %Vith or without reentering the Demised Premises or the Trade Center,
and without prior notice or demand given to Dade or any tenant, subtenant or
sub -subtenant of Dade, subject to the rights of subtenants and sub -subtenants
under nondisturbance agreements given pursuant to Section 1005 hereof,
remove all persons and their property therefrom, including all tenants,
subtenants and sub -subtenants of Dade, a•;thou*, being liable to any suit or
action, civil or criminal, by reason therof, and Dade hereby expressly waives
service of any notice to quit possession of or intention to reenter under the
common law or statutes or any other legal authority;
(c) With or without reentering the Den'lised Premises or the Trade Center,
subject to such rights of subtenants and sub -subtenants, collect and retain
without accountability to Dade all rents, issues, income and profits from the
Demised Premises or the Trade Center; and
(d) if Dade shall not have completed construction of the improvements to be
made by it pursuant to Article V, the City may demolish and remove all or any
part of such improvements or take over and complete, or arrange for another
tenant to take over and complete, the construction work of Dade set forth in
_�o
I
f
Article V, or may construct or arrange for another
tenant to construct other and differnt improvements
upon the Demised Premises, as it shall from time to time
elect. Such improvements on the Demised Premises may com-
pete with any business or activities of Dade or any person,
firm or corporation controlling, controlled by or under
common control with Dade. In such event, Dade shall,
if requested by the City, transfer and assign to the City,
to the extent it is legally able to do so and without cost
or expense to the City, all of the plans and specifications,
contracts, agreements, rights and options of Dade relating
to the construction, financing or leasing of the improve-
ments to the Demised Premises and Trade Center. The City
shall not be obligated to pa}• or to reimburse Dade for the
cost or value of any improvements made by Dade to the Demised
Premises, and Dade hereby waives all claims wihich it may
have for any such payments or reimbursement.
The exercise by the City of any right given by this Section shall
not be deemed to be exclusive or to constitute an election and
shall not prevent the City from excercising the other rights
given in this Section or in this Article, including, without
limitation, the collection by the City of damages from Dade for
breach of this Lease. The remedies provided in this Article in
case of an Event of Default shall not hP deemed exclusive but
shall be in addition to all other remedies at law or in equity
which.the City may have or to which it may be entitled in the case
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AW
of an Event of Default; and no action taken or omitted by the
City in case of an Event of Default shall be deemed a waiver
of such default, and the waiver of a particular Event of
Default shall not be deemed a waiver of any other default or
a waiver of the same default again occuring. The rights of
the City given by this Seciton 1202 are expressly subject to
the rights of any Leasehold Mortgagee given by Section 1205.
_61-
Section 1203. Damages,
rp• W
(a) Amount; reletting. In case of any such termination of this Lease by the
City, Dade shall pay to the City upon & and (i) a,l expenses which the City may have
then incurred or may thereafter incur for legal expenses, attorneys' fees, brokerage
fees and commissions in repossessing and reletting the Demised Premises and all costs
or expenses incurred by the City in restoring the Demised Premises to good order and
condition. (ii) all past due Rent or other sums owing to the City from Dade under the
terms of this Lease; and (iii) interest at the Prime Rate on the foregoing sums. The
City may relet the Demised. Premises, in whole or in part, for such term or terms of
years as the City may choose, which may be for a term longer or shorter than the
remainder of the current Term at the tirne of termination of this Lease, and (unless
the statute or rule of law which governs the proceedings in which darnages are to be
proved shall limit the amount of damages which may be proved and allowed, in which
case the City shall be entitled to prove as and for its damages and have allowed an
amount equal to the maximum allowed under such statute or rule of law), Dade shall
be obligated to and shall pay to the City, upon demand and in addition to the amount
hereinbefore provided for, damages in an amount which is equal to the excess, if any,
of the Rent
for the period from the time of termination of this Lease (or f rom the end of the
period in respect to which the City shall have collected damages from Dade pursuant
to subsection (b) below) to the original termination date of the then currentTem of
this Lease, over the net rental value of the Demised Premises from the time that the
City obtained possession of the Demised Premises to the original termination date of
the then current Te= of this Lease, each discounted !n its then present worth at the
Bond Rate, plus interest theron at the Prime Ratefrorn the date of termination of this
Lease until such sum is paid. In determining said rental value of the Demised
Premises, the rental value realized by any reletting, if such reletting be accomplished
—62—
by the City within a reasonable time after such. terntiination of this Lease and upon
terms generally comparable to the terms (other than rent provisions and the period or
term of the reletting) of this Lease, shall be deemed prima facie evidence of . said
rental value.
(b) Interim payments. Until such time as the City shall have collected
damages from Dade pursuant to subsection (a) above, Dade shall be obligated to and
shall pay to the City, upon demand and in addition to the other amounts hereinbefore
provided for, damages payable quarterly and continuing until the original termination
date of the then current Term of this Lease in amounts equal to the excess, if any, of
the aggregate expenses paid by the City during the preceeding quarter for all items
which by the terms of this Lease were required to be paid by Dade and were not part
of the Rent, plus the Rent
which would have been payable by Dade if this Lease had not terminated,
over the rents, if any, collected by the City from the Demised Premises for such
quarter, plus interest theron at the Prime Rate from the end of each quarter until such
sum is paid, and any suit or action brought to collect such amounts due by Dade for
any quarter shall not prejudice in any way the right of the City to collect the
deficiency for any subsequent quarter by a similar proceeding. Dade shall not be
relieved of its obligations to pay such damages by reason of failure of the City to relet
the Datdsed Premises, if the City shall have made reasonable efforts to do so, or if th4
improvements
to
the Dernised Premises to
be made by Dade were
not completed by
Dude and the
City
shall go forward with
construction of any improvements
to the
Demised Premises which the City may elect to have made.
Section 1204. Waiver of Right of Redemption.
Subject to the provisions of Section 1205, Dade for itself and all persons
claiming through or under Dade, including its creditors, upon the termination of this
Lease as provided in Section 1201, hereby waives to the extent permitted by law any
-63-
• and all right or equIF of redemption provided or pern�"ed by any statute, law or
decision now or hereafter in force, and dies hereby waive, surrender and give up all
rights or privileges which it or they may or might have, under and by reason of any
present or future law or decision, to redeem the Demised Premises or for a
continuation of the Term of this Lease or for relief from the forfeiture of this Lease
and the. Balanceof the unexpired term and an)- renewal term hereof.
Section 1205. Rights of Leasehold Mortgagees.
(a) The City agrees, to accept performance and compliance by any Leasehold
Mortgagee of and with any term, covenant, agreement, provision or limitation on
Dade's part to be kept, observed or performed by Dade. If a Leasehold Mortgagee
shall acquire the leasehold estate in the Dernised Premises by foreclosure or
otherwise, then, in such event, this Lease shall continue in full force and effect so
long as the Leasehold Mortgagee is not in default hereunder. For the period of time
during which the Leasehold Mortgagee or any purchaser at foreclosure of a Leasehold
Mortgagee holds the leasehold estate, the Leasehold 'Mortgagee or such purchaser shall
become liable and be fully bound by the provisions of this Lease; provided, however,
that the Leasehold 'Mortgagee or such purchaser shall not be bound by or be liable under
the provisions of this Lease for the period of time prior or subsequent to the period of
time during which it holds the leasehold estate, except as.provided below.
(b) The City agrees that following an Event of Default
it will take no action to
terminate the Term nor to reenter and take possession of the Demised Premises unless
it shall first give each Leasehold Mortgagee notice
specifjing such Event of Default and stating the City's intention either to
terminate the Term or to reenter and take possession of the Demised Premises on a
date specified in such notice. Notwithstand;ng such notice the Term sha:l not be
terminated nor shall the City reenter and take possession of the Demised Premises if
W such Event of Dela4lt can be cured by the payment of axed monetary amount and
within twenty days after the date such notice is given any Leasehold hiortgageee shall
make such payment, or (ii) such Event of Default can be cured with the exercise of
reasonable diligence by a Leasehold Mortgagee after obtaining possession of the
Demised Premises and the Leasehold Mortgagee, within thirty days after the date such
notice is given, commences such proceedings (including, without limitation, the filing
of a petition for the appointment of a receiver) as it may deem necessary to obtain
such possession and thereafter diligently prosecutes such action and promptly upon
obtaining such possession commences (anbd thereafter diligently pursues) the curing of
such def aul t.
(c) In the event of the termination of this Lease prior to its stated
expiration date the City shall give all Leasehold Mortgagees notice of such
termination and shall enter into a new lease of the Demised Premises with a Leasehold
Mortgagee or, at the request of such Leasehold Mortgagee but
subject to the same reauiremens set forth in Section 1001
for an assignment by Dade, with an assignee, designee
!`Mortgagee or, at the request of such Leasehold Mortgagee, with an assignee, designee
a nominee of such Leasehold N-lortgagee, for the remainder of the Term effective as
of the date of such termination, at the Rent and upon the same covenants,
agreements, terms, provisions and limitations as are herein contained, provided (i) such
Leasehold Mortgagee makes written request upon the City for such new lease within
thirty days after the giving of such written notice of termination and such written
request is accomanied by payment to the City of all amounts then due to the City of
which the City shall have given the Leasehold Mortgagee notice. GO the Leasehold
Mortageepays or causes to be paid to the City at the time of the execution and
deliveryof such new lease any and all additional sums which would at the time of the
execution and deliver, thereof be due under this Lease but for such termination and
pays or -causes to be paid any and all expenses including reasonable counsel fees, court
costs and costs and disbursements incurred by the City in connection with any such
termination or in connection with the execution and delivery of such neu- lease, less
the net income from the Demised Premises collected by the City subsequent to the
date of the termination of this Lease and prior to the execution and delivery of such
new lease, and (iii) the Leasehold Mortgagee agrees to cure, within thirty days
after the execution and delivery of such new lease, all uncured L7\"ent of Default of
vrhich the City shall have given such Leasehold Mortgagee notice, or if any such Jrwent
of Default cannot be cured within such period, such Leasehold Mortgagee agrees to
commence, within such period, to cure such Event of Default and thereafter pursues
the same with due diligence: if the City receives written requests in accordance with
the provisions of this Section from more than one person, the City shall oNy be
required to deliver the new lease to the Leasehold 'Mortgagee who is, among those
Leasehold Mortgagees requesting a new JeLse, the holder of the most junior Leasehold
Mortgage, provided that such Leasehold Mortgagee shall, not ;titer than the t-%ecutio.-.
of such new lease, pay in full the sums secured by all Leasehold ,MortF';ges wi.,ch are
Prior in lien to the Leasehold Mortgage held by such Leasehold ,Mortgagee. Any new
lease made pursuant tc this paragraph shall be prior to any mortgage or other lien,
charge or encumbrance on the fee of the Demised Premises end shall have the same
relative priority in time and in right as this Lease aid shall ha\,e the benefit of all of
the right, title, powers and privileges of Dade hereunder in and to the Demised
Premises and the Trade Center. At Dade request, .the CJt\1 will enter into an
agreement with any Leasehold Mortgagee granting to such Leasehold Mortgagee the
rights set forth in this Section 1205.
(d) This Lease shall not be modified, �_ ded, .surrendered, canceled or
wholly or partially terminated by Dade, nor shall any .vaiver of Dade's right hereunder
or any approval or consent of Dade required hereunder be effective, without the
written consent of each Leasehold Mortgagee whose name and address shall have been
furnished to the City pursuant to Section 1004.
-616-
01 ►.iL �-.1.
if the City at of time during the Term shall fail tqO, serve or perform any of
the City% covenants, agreements or obligations hereunder, and if any such default
shall not be cured, as to any default resulting from the nonpayment of money, within
thirty days after receipt of writteii or telegraphic notice thergof by Dade or, as to any
other default, within sixty days after Dade small have given to the City written notice
specifying such default or, in the case of any default not resulting from the
nonpayment of money which cannot with diligence be cured within such sJXtY day Perms,
if the City shall fail to proceed promptly to cure the same and thereafter prosecute
the curing of such default with diligence, it being intended, in connection with a
default not susceptible of being cured with diligence within such sixty day period, that
the time of the City within which to cure the same shall be extended for such period
as may be necessary to complete the curing of the same with due diligence, then Dade
to the fullest extent permitted by law, shall have the right to elect and pursue any one
or more of the following remedies:
(a) the right to a writ of mandamus, injunction or other similar relief,
available to it under Florida law, against the City and its officers, agents or
representatives in their capacity as such, but not personally: and
(b) the right to maintain any and all actions at law for damages or suits in
equity or other proper proceedings to enforce the curing or remedying of such
def cult .
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..................... ..............................................._.._...................................................................... ��_._...............x:..........._ .....................
ARTICLE X111
GENERAL PROVISIONS
Section 1301. Ownership of Improvements.
The title to the Parking Garage and the Trade Center and to any additions or
improvements to any thereof shall vest in, and shall be and become the sole
and absolute property of the City and Dade, respectively, provided, however, upon
:ermination of this Lease, either by default or expiration of Term subject to the
provisions of Section 1205, the Trade Center and any additions or improvements
:hereto shall become the absolute property of the City, clear of all encumbrances and
:.harges, and without cost of any kind to the City.
Section 1302. Covenant of Title: Quiet Eniovinent.
The City covenants and warrants with and to Dade that the City has good
-ecord and marketable title to the Demised Prernises, free of liens, charges or
encumbrances and that the City has good right, full power and la\%Iul authority to
remise and lease the Demised Premises in the manner and form herein done or
intended so to be. Dade, on paying the Rent and other sums
payable by Dade hereunder as and when the same shall become due
and payable and observing and performing the covenants. conditions, limitations and
_greernents herein contained on the pat of Dade to be observed and performed, all as
-�erein provided, shall and may lawfully, peaceably and quietly have, hold and enjoy the
Dernised Premises during the Term, without hindrance, ejection or molestation by the
Zity or any person or persons claiming by, through or under the City, subject, however,
:o all the provisions of this Lease.
Section 1303. End of Term.
Dade shall peaceably give up and surrender possession of the Demised
?remises and every part thereof unto the City at the expiration or sooner termination
:f the Term of this Lease, together with the improvements and all fixtures and
.acilities therein, or forming part thereof, or appurtenant thereto, in good condition
_.d repair, fire or other casualty and reasonable use a. -Id wear thereof excepted.
Section 1304.eleadin s.
The headings of the Articles, Sections and subsections herein are inserted only
as a matter of convenience and for reference and in no way define, limit or prescribe
the scope or intent of this Lease or in any way affect the interpretation of this Lease.
Section 1305. Notices.
Any notice, demand, direction, request or other instrument authorized or
required by this Lease to be given shall be deemed to have been sufficiently given or
filed for all purposes of this Lease if and when deposited in the U. S. mail, sent by
registered mail, return receipt requested to the respective addresses set forth on the
cover hereof or herein. The parties hereto may, by notice given hereunder, designate
any further or different addresses to which subsequent communications under this
Lease may be sent.
Section 1306. Approval, Consents.
Wherever in this Lease provision is made for "approval of" or "consent to" a
person, act or omission, unless otherwise specifically provided, in all cases, such
approvals or consents shall be evidenced by a notice in the manner set forth in Section
1305, and such approvals or consents shall not be unreasonably withheld or delayed by
the party required to give the sarne.
Section 1307. Estoppel Certificate.
Each party agrees, at any tirne and from tirne to time, as requested by the
other party. upon not less than ten days' prior notice, to execute and deliver to the
other a statement certifying that. this Lease is unmodified and in full force and effect
(or if there have been modifications, that the same is in full force and effect as
modified and stating the modifications), certifying the dates to which the Rent and
other charges -ereunL have been paid, and stating w�.her or not, to the best
knowledge of .-e signer, the other party is in default in performance of any of its
obligations uno=f this Lease, and, if so specifying each such default of which the
signed may he-.e knowledge, it being intended that an), such statement delivered
pursuant here-,: may be relied upon by others with whom the party requesting such
certificate may De dealing.
Section :308. Successors and Assigns.
The cc . ena its and. agreements herein contained shall be deemed to be
covenants runn.-.g with the Land and shall inure to the benefit of and be binding upon
the successors =-A assigns of the respective parties hereto; provided, however, that no
assignr,,en*, hpre:: shall be made by Dade except as specifically permitted herein.
Section :309. Modification of Lease.
No
agrz!--ment shall
be effective to change or modify or
discharge in whole or
in part this
L=wse or any
instrument given in connection
herewith unless such
agreement is it :writing signed by the pa ties to this Lease and approved by the Trustee
and any Leaseh Mortgagee.
Sec -.:or ::1G. Citv's Obligations.
Any ot__ation of the City or any liability imposed on the City under or
pursuan: to .hi: -ease shall be payable solely out of revenues of the City derived by
the City f r-n --ne operation of the Parking Garage and from other revenues of the
City lawfully available therefor, exclusive of revenues derived from
on real property and intangible personal property.
.r
Sec ---on All. Governing Law.
This Leese and the rights of the parties hereto shall be governed by and
construed in ac::rdance with the laws of the State of Florida.
—70—
IN WITNESS WHEREOF, THE CITY OF MIAt;I, FLORIDA, has caused
this Lease Agreement to be executed in its name and on its behalf
by its City Manager or Assistant City Manager, and the official
seal of said City to be hereto affixed and attested by the City
Clerk or the Deputy City Clerk of said City thereunto duly au-
thorized and DADE SAVINGS AND LOAN ASSOCIATION has caused this
Lease Agreement to be executed in its name and on its behalf
by its President and its corporate seal to be hereto affixed
and attested by its Secretary or an assistant secretary, thereunto
duly authorized, as of the day and year first above written.
THE CITY OF MIAMI, FLORIDA
(Official Seal)
City Manager
ATTEST:
City Clerk
DADE SAVINGS AND LOAN"ASSOCIATION
(Corporate Seal)
President
ATTEST:
Secretary
APPROVED AS TO FORM AND APPROVED AS TO CONTENT
CORRECTNESS
George F. Knox, Jr., James J. Connolly, Project
City Attorney Director, Director Convention
Center
L
-11-
om
EXHIBIT A
NOT AVAILABLE
m
It
EYX.IBIT B
DESCRIPTION OF DEISISED PREMISES
Subject to the as -built determination described herein,
the Demised Premises shall consist of the volume of space
lying above the horizontal plane (the "Base Plane") at
elevation feet above within the vertical
planes of the perimeter of the Land, as defined in Exhibit A.
The Demised Premises shall include the following appurtenant
rights wit::'_..^. the Excepted Premises and the Parking Garage,
such rights to be for the exclusive use of Dade unless other-
wise described:
1. For access to and use of, in common with the City
(except as otherwise provided herein), all stairways
and other means of ingress and ecress between the
Parking Garage and the Base Plane and the
Trade Center and between the Trade Center and
SE Third Street, SE First ?:venue and SE Second
Street.
2. For access to and use of, in common with the City,
the Parking Garage elevators and elevator shafts
within the Parking Garage and between the.Parking
Garage and the Base Plane and the Trade
Center.
3. For access to and use of the express elevators and
the elevator shafts from the Lobby described below
to the Base Plane and the Trade Center.
i
.
4. For access to and use of an elevator lobby on the
Southeast First Avenue side of the ground floor of
the Parking Garage.
S. For use in common with the City of an area suffi-
cient to comply with local building and zoning
codes on the ground level of the Parking Garage for
truck and vehicular loading and unloading and
movement of equipment and supplies.
6. For use of certain areas to be deigned by the City
and Dade within the :arkin= Ca ace for mechanical,
electrical, storage, ma_ntenance, utilities and
other purposes reasonably supportive of the
Trade Center.
7. For use of other areas within the Parking Garage,
at locations determined by Dade subject to the
approval of the City, which approval shall not be
denied or with -held if su--h use does nct diminish
the parking capacity of the Parking Garage or
unreasonably interfere with the parking operations
conducted therein, for plumbing, drainage, electri-
cal, telephone, water, heating, ventilating, air
cooling, gas, steam, exhaust, and other utilities,
piping, lines, ducts, shafts and equipment, appur-
tenant to or supportive of the itprovements which
may lawfully be constructed (or reconstructed as
provided herein) within the Demised Premises or in
which Dade is cranted a ri ht under anv prc�is_on
hereof, and an,.- activities cenduc:.ed therein.
F
OPI
6. For support, in com,n on with the City, in and to all
structural members, footings and foundations to be
located within or wit: -gout the Land and which are
necessary for support of improvements which may
lawfully be constructed (or reconstructed as pro-
vided herein) within the Demised Premises and any
improvements with respect to which Dade is granted a
right under any provision hereof.
9. For entry upon, and for passage through, the
E.%cepted ?remises a:,c ta.r:_ng Garage with men,
material and ecuipment for maintenance (including
but not limited to, painting and other decorating),
operation, in.specticn, testing, repair, construction,
alteration, replacement and cleaning of all or any
part of the imprcveme nts or ecu`p.nert cf the City
or Dade, whether or net located in the Excepted
Pre,;:ises or Parking Garace, to enable the use by
Lade of the roc:,ts gra:,ted hereby, ..ncluding but
not limited to the structural me -tubers, footings and
foundations rern:ired for support of the improve-
ments to be built in the Demised Premises as
described in Article S. Such operations shall be
performed in a manner that will not unreasonably
interfere with the operation of the Parking Garage.
The rights granted to Dade in this paragraph shall
not impose any affirmative obligation on Dade
except where expressly provided elsewhere in this
Exhibit.
iii
10. For entry upon and passage through the Excepted
Premises to the ext-ere necessitated by an emergency
involving risks of personal injury or property
damage.
Excepting and reserving in the Demised Premises for the
benefit of the City, to be used in common with Dade and
others entitled thereto, the following rights:
• 1.- For public pedestrian passage in a lobby area on
the first level c: the Trade Center between
the terminii of the elevators described in items 2
and 3 above.
2. Of support in and to all structural members,
footings and foundations located wit -:in the
Excepted Premises with respect to which Dade is
granted a richt hereunder and which are necessary
for support c_` the rar=:ina Garage.
3. For maintenance (including but not limited to,
painting and` ot:ier operation, inspect-
ion, testing, repair, construction, alteration,
replacement and clearing in any area within the
Excepted Premises with respect to which Dade is
granted a riche hereunder, the responsibility for
which is recuired or permitted hereunder to be
Performed by the City.
4. For entry upon, and passage through, any areas
within ,.2^.e x er-E c .._^ rwith respect to which
.. P.emi ses
Dade is granted a =ic:t hereunder with men,
i
materials and equipment, to the extent reasonably
necessary in the performance of maintenance (in-
cluding but not limited to, painting and other
decoration), operation, inspection, testing, repair,
construction, alteration, replacement and cleaning,
whether or not located within the Excepted Premises,
the respcnsibility for which is required or permit-
ted hereunder to be performed by the City.
S. For ingress and egress through any facility located
within the E,:ceptec :remises with respect to which
Dade is gra:._ed a right, hereunder to the extent
necessitated by an emergency involving risks to
persons or damage to property.
Notwithstanding any prcvisicn in this Lease to the
Contrary, in recognition of ,-he fact that the appurtenant
rights described above will be further defined upon comple-
tion of the various imprcvements described 'herein, from and
after substantial completion cf ce::s _ructic:: of th-e Parking
Garace and the recording of separate instruments relating
thereto, the Ease Plane shall be the uppermost surface, at
various elevations, of the roof of the Par}:ina Garage com-
pleted to the level described in Section, 502 of the Lease,
and the areas in which the rights are granted, excepted or
reserved herebl, if enclosed, shall be located on an as -built
basis between the inner surfaces of the walls of such areas.
v
EXHIBIT C
NOT AVAILABLE
06 ; .
op
EXHIBIT D
NOT AVAILABLE
EXHIBIT E
ALLOCATION OF SPACE WITHIN ':'i?' TRADE CENTER
TENANT SPACE I
A. TC Special Services and Facilities 502000
iQualified Space (see Section 302(c)) 300000
CSpace Reserved for Dade 150,000
TOTAL 500,000 Square Feet
01 f
• . Exhibit F
Section 402. Rent Adjustment Formula
After the close of each calendar year the City shall
compute^the Third Rent Component based on the formula set
forth below and the information provided to the City by Dade
pursuant to Section 402 and said amount, if any, shall be
promptly paid to the City by Dade.
The Third Rent Component shall be an amount equal to:
(a) the First Rent Component for the calendar
year in question (as adjusted for increases after the
close of the year) divided by the number of square feet
of space in the Trade Center reserved to or for the
benefit of Dade, as set forth on Exhibit E to this
Lease,
less
(b) the Second Rent Component for the calendar
year in question (as adjusted for increases after the
close of the year) divided by the number of square feet
of space in the Qualified Space,
multiplied by
(c) the number of square feet in the Qualified
Space not being used for Trade Purposes in the calendar
year in question.
'i �i' ��•��%�'' �! ter. . ;:.1t�:�Ar'!��?.. 1 /,
Joseph R. Grassie
City Manager
Vincent E. G►`1mm /.1'Jr,,_� -_V ,
taut Cty. P3anager
A E. May 30, 1980
Li.
'J:l,ecr Conference/Convention Center
In order to be able to present to the City Commission a firm purchase contract
for the $60,000,000 of bonds for the Conference/Convention Center, it is
necessary that we be authorized to proceed with the sale on June 6. The pre-
ferred procedure would have been for the City Commission to give final approval
to the Trust Indenture and the Official Statement. These actions would have
been the catalyst for the sale of the bonds.
In order to finalize the Trust Indenture and the Official Statement, it is
necessary that all documents involved would have been approved in final form by
the Commission. Unfortunately, we have not been able to resolve the air rights
lease for the World Trade Center in time for those provisions to be incorporated
in the Official Statement and Trust Indenture on June 6. In disussions with
the City's Bond Counsel and Bond Underwriters, they have agreed that we could
proceed on this basis with every effort being made to finalize these documents
in advance of June 19.
Attached is a copy of the proposed air rights lease for the World Trade Center.
At the present time it is not signed by Dade Savings and Loan. It is hoped that
the Commission will adopt this agreement in principle and authorize you to
execute the agreement when all the final provisions have been satisfied. As it
stands now, the only major obstacle is the extent of approval by Dade Savings
and Loan of the plans for the parking structure. If Dade Savings and Loan come
to an agreement with the Miami Center Associates for the development of not only
the parking structure but the World Trade Center Tower, then the problem of con-
trol will be resolved.
Also attached is a companion agreement to the air rights lease. This companion
agreement satisfies further the relationship between the parties, i.e., City of
Miami, Dade Savings and Loan Association, Sefrius Corporation and Earl Worsham.
In essence the Commission needs to authorize on June 6th (1) authority to proceed
towards a firm purchase contract for the $60,000,000 Bond Issue on June 19;
(2) approval in principle of the air rights agreement with authority for the City
Manager to execute the agreement when the terms have been finalized; (3) authority
for the Manager to execute a companion agreement for the air rights lease which
establishes relationship between the parties.
- tt
��TS (J G�
j,71
� Z � ..,�•�
V C' - 4r� / (_
�j� ~'► U
On June 19 we will ask the Commission to approve the following:
1. The Trust Indenture
2. The Official Statement
3. The purchase contract for $60,000,000 in Revenue Bonds
4. The final version of the supplement to the Lease and Agreement
dated September 13, 1979
5. To authorize an increase in the scope of the Rooney Contract
6. To authorize an increase in the scope of the Florida Steel Contract
cc: Earl Worsham
Jim Connolly
Joe Guandola
Ernesto Pena
ri
w 2