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HomeMy WebLinkAboutExhibitDRAFT U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION LAND LEASE OFF AIRPORT Lease No: DTFASO-09-L-00004 Facility: VORTAC Location: Virginia Key (Miami), Fl. THIS LEASE made and entered into this day of in the year 2008, by and between the CITY OF MIAMI, FLORIDA, a Municipal Corporation of the State of Florida whose address is 300 Biscayne Blvd. Way, Suite 400 Miami, Florida 33131 WITNESSETH: The parties hereto, for the consideration hereinafter mentioned covenant and agree as follows: 1. PREMISES (AUG-02): The Lessor hereby leases to the Govemment the following described property, hereinafter referred to as the premises, viz: LEGAL DESCRIPTION — VERY HIGH FREQUENCY OMNI-DIRECTIONAL RANGE WITH TACTICAL AIR NAVIGATION (VORTAC) FACILITY SITE A portion of fractional Section 9, Township 54 South, Range 42 East of Dade County, Florida; being more particularly described as follows: Commence at the southwest comer of said Section 9; thence run N 89°35'45.9„ E (N89°34'45-E), along the south line of said Section 9, for a distance of 870.00 feet; thence run N 00°24'14' W (N00°25'15"W), at right angles, for a distance of 160 feet to the Point of Beginning of hereinafter described parcel of land: From said Point of Beginning, continue N 00°24'14..1" W(N00°25'15"1N) for a distance of 200.00 feet; thence run N 89°35'49.9" E (N 89°34'45" E), atright angles, for a distance of 300 feet; thence run S 00°24'14.1* E (S 00°25'15" E), at right angles, for a distance of 200 feet; thence run S 89°35'45.9" W (S 89°34'45" W), al right angles, for a distance of 300.00 feet to the POINT of BEGINNING. The parcel contains 60,000 square feet or 1.3774 acres of land, more or less; as depicted on Exhibit 'A", attached hereto and made a part hereof, for any and all purposes. Federal Aviation Adminitatetai DTFAS0-09-L,00004 1 a. A right-of-way for ingress to and egress from the Premises. Should any damage be caused to the road used for ingress to and egress from the Premises, as a result of the Govemment's use, the Government agrees to repair said road to its .original condition at its sole expense. b. And the right-of-way for establishing and maintaining a pole line (s) for extending electric power and/or telecommunications lines to the Premises; and a right-of-way for subsurface power and communication to the Premises;. all rights - of -way to be over the said lands of the Lessor, said route is depicted on Exhibit "B", attached hereto and made a part hereof for any and all purposes. Said route shall be via overhead pole line (s) to a point 35 feet south of fencing which separates the City of Miami property from the Dade County Sewage Treatment Plant property on the north side; thence the line (s) shall be routed at a direct angle toward the leased Premises; from that point, said lines shall be underground via PVC piping encased in concrete, and shall be buried approximately 3 feet deep. Said underground portion of electric power and/or telecommunication lines route shall be installed per request of the City of Miami and at the sole expense of the Government to accommodate vehicular traffic which traverses the area on behalf of the City of Miami. c. And the right of grading, conditioning, and installing drainage facilities, and seeding the soil of the Premises, and the removal of all obstructions from the Premises which may constitute a hindrance to the establishment and maintenance of the Government's facilities, subject to all necessary approvals and permits. d. And the right to make alterations, attach fixtures, and erect additions, structures, or signs (hereinafter jointly referred to as the "Facilities"), in or upon the Premises hereby leased, which Facilities so placed In or upon, or attached to the said Premises shall be and remain the property of the Government, and shalt be removed upon the date of expiration or termination of this Lease, or within ninety (90) days thereafter, by or on behalf of the Government, or its grantees, purchasers of said Facilities. e. And the right to install a lock in series with the current lock at the entrance gate at the access road. Installation of . said lock will be coordinated with the Lessor after commencement of the term of the Lease. 2. TERM (AUG-02): To have and to hold said premises with their appurtenances for the term beginning October 1, 2008 through September 30, 2009, subject to termination and renewal rights as may be hereinafter set forth. Federal Aviation Adminisunuof DTFASO.09-L-00004 2 3. RENEWAL OPTIONS (AUG-021: This lease contains the following options for annual renewals: This lease may, at the option of the Government, be renewed from year to year and otherwise upon the terms and conditions herein specified. The Government's option shall be deemed exercised and the lease renewed each year for one (1) year unless the Government gives the Lessor thirty (30) days written notice that it will not exercise its option, before this lease or any renewal thereof expires; PROVIDED, that no renewal shall extend the period of occupancy of the premises beyond September 30, 2018; and PROVIDED FURTHER, that adequate appropriations are available from year-to-year for payment of rentals. 4. DAY-TO-DAY LEASE EXTENSION (AUG-02): The Government may continue to occupy the premises for not to exceed 60 days after the end of the occupancy period covered by the basic lease tern, and any options that have been exercised. In such event, therent shall accrue on a daily basis at the rate equal to one -thirtieth of the monthly rent of the last previously due monthly rent, until one of the following events occurs: (1) the 60 day period expires: (2) a new lease commences; (3) the Government acquires a fee simple interest in the property or (4) the Government vacates the leased premises; whichever occurs first. The accrued rent computed on a daily basis shall be due and payable in arrears at the end of each month until the amount accrued by the end of the month has been fully paid. 5. CONSIDERATION (COST) (AUG-021: The Government shall pay the Lessor rental for the premises in the amount of $21.,500.04 per year during the lease period. Payments of $1,791.67 shall be made in arrears at the end of each month without thesubmission of invoices or vouchers. The paymentsshall be made to City of .Miami and sent to 444 SW 2' Avenue, Suite 945, Miami, Florida 33133 or directly deposited in accordance with the Electronic Funds Transfer (EFT) Payment clause in this lease. Payments shall be considered paid on the day a check is dated or an electronic funds transfer is made. 6. PAYMENT BY ELECTRONIC FUND TRANSFER iOCT-06): (a) Method of payment. 1. All payments by the Government under this contract will be made by electronic funds transfer (EFT), except as provided in paragraph (a) (2) or (a) (3) of this clause. As used in this clause, the term "EFT" refers to the funds transfer and may also include the payrnent information transfer. Payment information transfer refers Fodeiai Aviation Admuiisaation 3 DTFASO-09-L4O004 to the payment information nominally sent with a payment to assist the contractor in associating the payment to specific contracts. 2. In the event the Government is unable to release one or more payments by EFT, the Contractoragrees•to either. a. Accept payment by check or b. Request the Government to extend the payment due date until such time as the Government can make payment by EFT (but see paragraph (d) of this clause). 3. In the event that the Contractor is granted a waiver from EFT under the exceptions as provided for in FAA AMS Section T3.3.1 A- 7, the Government payments will be made by check. A waiver from EFT is not permanent, and the Contractor must register for EFT when the circumstances that justified the waiver change . (b) Contractor's EFT information. The Government will make payment to the Contractor using the EFT Information contained in the Central Contractor Registration (OCR) database. In the event that the EFT information changes, the Contractor will be responsible for providing the updated information to the CCR database (Reference Clause, "Central Contractor Registration - Real Property").. If the Contractor is granted an exemption from CCR, the contractor will follow the requirements of alternate clause "Contractor Payment Information - Non-CCR". (c) Mechanisms for EFT payment. The Govemment may make payment by EFT through either the Automated Clearing House (ACH) network, subject to the rules of the National Automated Clearing House Association, or the Fedwire Transfer System. The rules governing Federal payments through the ACH are contained in 31 CFR Part 210. (d) Suspension of payment. If the Contractor's EFT information in the CCR database is incorrect, then the Government is not required to make payments to the Contractor under this contract until correct EFT information is entered into the CCR database, and any invoice or contract financing request submitted during this period of noncompliance will be deemed not to be a proper invoice for the purpose of prompt payment under this contract. In such instances, the late interest payment terms of the contract regarding notice of an improper invoice and delays In accrual of interest penalties apply. (e) Liability for incomplete or erroneous transfers. (1) If an incomplete or erroneous transfer occurs because the Government used the Contractor's EFT information incorrectly, the Government remains responsible for, Fedend Aviation Administration DTFAS0,09-G0004 4 (I) Making a correct payment; (ii) Paying any late payment penalty due; and (iii) Recovering any erroneously directed funds. (2) If an incomplete or erroneous transfer occurs because the Contractor's EFT information was incorrect, or was revised within 30 days of Government release of the EFT payment transaction instruction to the Federal Reserve System, and, (i) If the funds are no longer under the control of the payment office, the Government is deemed to have made payment and the Contractor is responsible for recovery of any erroneously directed funds; or (ii) If the funds remain under the control of the payment office, the Government will make payment under the provisions of paragraph (d)) "Suspension of Payment". (f) EFT and payment terms. A payment will be deemed to have been made in a timely manner in accordance with the payment terms of this contract if, in the EFT payment transaction instruction released to the Federal Reserve System, the date specified for settlement of the payment is on or before the payment due date, provided the specified payment date is a valid date under the rules of the Federa) Reserve System. (g) EFT and assignment of claims. if the Contractor assigns the proceeds of this contract, as provided for in the assignment of claims terms of this contract, the Contractor will require that the assignee register separately in the CCR database and that the assignee agree that payments will be made by EFT in accordance with the terms of this clause. The requirements of this clause will apply to the assignee as if it were the Contractor. EFT information that shows the ultimate recipient of the transfer to be other than the Contractor or the CCR registered assignee is incorrect EFT information within the meaning of paragraph (d) "Suspension of Payment" clause. (h) EFT and Change of Name or Ownership Changes. If the Contractor transfers ownership of the property under lease or changes its business name, it will follow the requirements of section (g) of clause, "Central Contractor Registration - Real Property". (i) Liability for change of EFT information by financial agent. The Government is not liable for errors resulting from changes to EFT information made by the Contractor's financial agent. (j) Payment information. The accounting office will forward to the Contractor available payment information that is suitable for transmission as of the date of release of the EFT instruction to the Federal Reserve System. The Government may request the Contractor to designate a desired format and method(s) for Federal Aviation Admi ,slrstion 5 DTFASG-09-U.00004 delivery of payment information from a list of formats and methods the payment office is capable of executing. However, the Government does not guarantee that any particular format or method of delivery is availabie at any particular payment office and retains the latitude to use the format and delivery method most convenient to the Government. The Contractor can obtain detailed payment information by registering for the US Treasury PAID system. This can be done on the Internet by logging onto the website: https://fmsapps.treas.00v/paid/. If the Government makes payment by check in accordance with paragraph (a) of this clause, the Government will mail the payment information to the remittance address contained in the contract and CCR database. 7. Contractor Payment Information — NON-CCR (OCT-06) (a) The Central Contractor Registration system the FAA's required method. to receive vendor information. However you have been granted an exception to CCR and therefore must provide your initial payment Information and any future changes to your payment information to the Real Estate Contracting Officer on a completedand signed "Vendor Miscellaneous Payment Information" form, together with any other required notice under this contract. (b) The Contractor is responsible to maintain correct payment information with the FAA, and for any liability that may result from the Government's reliance on incomplete or inaccurateinformation provided by the contractor. Failure to provide accurate Information or adequate notice of changes to vendor payment information can result in a determination of "incorrect information" as defined in paragraph d, "Suspension of Payment" of clause Payment by Electronic Fund Transfer — Real Property". 8, INTEREST FOR LATE PAYMENTS (AUG-02): An interest penalty will be paid by the Government, if requested: from the Lessor, if payment is not made within 30 days of the due date. Payment shall be considered as being made on the day a check is dated or an electronic funds transfer is made. All days referred to in this clause are calendar days, unless otherwise specified. Rent shall be paid annually in arrears and will be due on September 30. each year,. which is the end of the Federal fiscal Year. The interest penalty shall be at the rate established by the Secretary of the Treasury under Section 12 of the Contract Disputes Act of 1978 (41 U.S.C. 811) that is in effect on the day after the due date. This rate is referred to as the "Renegotiation Board Interest Rate," and it is published in the Federal Register semiannually on or about January 1 and July 1. Interest penalties of less than $1.00 shall not be paid. Interest penalties will not be paid on delays due to disagreement between the Government and Lessor over the payment amount, requests for additional Federal Aviation Adminienaoion D TAS0-09•G00004 6 information or other issues involving contract compliance or on amounts temporally withheld or retained In accordance with the terms of the contract. 9. CANCELLATION (AUG-021: The Government may terminate this lease, in whole or in part, If the Real Estate Contracting Officer (RECO) determines that a termination is In the best interest of the Government. The RECO shall terminate by delivering to the lessor a written notice specifying the effective date of the termination. The termination notice shall be delivered by registered mail; return receipt requested and mailed at least 30 days before the effective termination date. 10. QUIET ENJOYMENT (OCT-96): The Lessor warrants that they have good and valid title to the premises. and rights of ingress and egress, and warrants and covenants to defend the Government's• use and enjoyment of said premises against third party claims. 11. NOTIFICATION OF CHANGE IN LAND TITLE fAUG-02): If the Lessor sells or otherwise conveys to another party or parties any interest in the aforesaid land, rights of way thereto, and any areas affecting said demised premises, they shall notify the Government, in writing, of any such transfer or conveyance affecting the demised premises within 30 calendar days after completion of the "change: in property rights". Concurrent with the written notification, the Lessor shall provide the Government copies of the legal document(s) (acceptable to local authorities) for transferring and or conveying. the property rights. 12. SUBORDINATION, NONDISTURBANCE AND ATTORNMENT (OCT-961: The Government agrees, in consideration of the warranties herein expressed, that this lease is subject and subordinate to any and all recorded deeds of trust, mortgages, and other security instruments now or hereafter imposed upon the premises, so long as such subornation shall not interfere with any right of the Government under this lease. it is mutually agreed that this subordination shall be self -operative and that no further instrument shall be required to effect said subordination. in the event of any sale of the premises, or any portion thereof, or any such transfer of ownership, by foreclosure of the lien of any such security instrument, or deed provided in lieu of foreclosure, the Government will be deemed to have. attorned to any purchaser, successor, assigns, or transferee. The succeeding owner will be deemed to have assumed all tights and obligations of the Lessor under this lease, establishing direct privity of estate and contract between the Government and said purchasers/transferees, with the same force, effect and relative priority in time and right as if the lease had initially been entered into Federal Aviation Administration DTFAS0-09-is00004 between such purchasers or transferees and the Government; provided that such transferees shall promptly provide, following such sale or transfer, appropriate documentation deemed necessary by the Real Estate Contracting Officer, and shall promptly execute any instrument, or other writings, as shall be deemed necessary to document the change in ownership. 13. LIABILITY LIMITATION In accordance with and subject to the conditions, limitations and exceptions set forth in the Federal Tort Claims Act of 1945, as amended (28 USC 2671 et. seq.), hereafter termed "the Act" the Govemment will be liable to persons damaged by any persqnal injury, death or injury to or loss of property, which is caused by a negligent or wrongful act or omission of an employee of the Government while acting within the scope of his office or employment under circumstances where a private person would be liable in accordance with the law of the place where the act or omission occurred. The foregoing shall not be deemed to extend the Government's Liability beyond that existing under the Act et the time of such act or omission or to preclude the Government from using any defense available in law or equity. 14a. CONTRACT DISPUTES (Nov. 03) Ali contractdisputes and arising under or related to this lease contract shall be resolved through the Federal Aviation Administration (FAA) dispute resolution system at the Office of Dispute Resolution for Acquisition (ODRA) and shall be govemed by the procedures set forth in 14 C.F.R. Parts 14 and 17, which are hereby incorporated by reference. Judicial review, where available, will be in accordance with 49 U.S.C. 46110 and shall apply only to final agency decisions. A Lessor may seek review of a final FAA decision only after its administrative remedies have been exhausted. (b) All Contract Disputes shall be in writing and address: Federal Aviation 800 Independence Ave., S.W., Room 323, (1)Office of Dispute Resolution for Washington, DC Telephone: Facsimile: (202) 267-3720; or (c) A contract dispute against the FM shall be filed with the ODRA within two (2) years of the accrual of the lease contract claim involved. A contract dispute is considered to be filed on the date it is received by the ODRA. The full text of the Contract Disputes clause is incorporated by reference. Upon request the full text will be provided by the RECO. Federal Aviation Adminisiietioa DTFASO-09-L.00004 shall be filed at the following Administration, Acquisition, AG -70, 20591 (202)267-3290, 14b. PROTEST (Nov. 031 (a) Protests concerning Federal Aviation Administration Screening Information Requests (SIRs) or awards of lease contracts shall be resolved through the Federal Aviation Administration (FAA) dispute resolution system at the Office of Dispute Resolution for Acquisition (ODRA) and shall be governed by the procedures set forth in 14 C.F.R. Parts 14 and 17, which are hereby incorporated by reference. Judicial review, where available,, will be in accordance with 49 U.S.C. 46110 and shall apply only to final agency decisions. A protestor may seek review of a final FAA decision only after its administrative remedies have been exhausted. (b) Offerors initially should attempt to resolve any issues concerning potential protests with the Real Estate Contracting officer. (c) Protests shall be in writing and shall be filed at: (1)Office of Dispute Resolution for Acquisition, AGC-70, Federal Aviation Administration, 800 Independence Ave., S. W.,. Room 323, Washington, DC 20591 Telephone: (202) 267-3290, Facsimile: (202) 267-3720; or (2) At the same time as filing the protest with the ODRA, the protestor shall serve a copy of the protest on the Real Estate Contracting Officer (RECO). (d) A protest is considered to be filed on the date it is received by the ODRA and shall be filed: (I) Not later than seven (7) business days after the date the protester knew or should have known of the grounds for the protest or (ii) If the protester has requested a post -award debriefing from the RECO, not later than five (5) business days after the date on which the RECO holds that debriefing. The full text of the Protest clause is Incorporated by reference. Upon request the full text will be provided by the RECO. 15. ANTI -KICKBACK (OCT-96): The Anti -Kickback Act of 1986 (41 U.S.C. 51-58) (the Act), prohibits any person from (1) Providing or attempting to provide or offering to provide any kickback; (2) Soliciting, accepting, or attempting to accept any kickback; or (3) Including, directly or indirectly, the amount of any kickback in the contract price charged by a prime Contractor to the United States Government or in the contract price charged by a subcontractor to a prime contractor or higher tier subcontractor. 16. ASSIGNMENT OF CLAIMS 1OCT-961: Pursuant to the Assignment of Claims Act, as amended, 31 USC 3727, 41 USC 15, the Lessor may assign his rights to be paid under this lease. 17. COVENANT AGAINST CONTINGENT FEES (AUG-02): The Lessor warrants that no person or agency has been employed or retained to solicit or obtain this contract upon an agreement or understanding for a contingent fee, except a bona fide employee or agency. For breach or violation of this warranty, the Government shall have the right to annul this contract without liability or, in its discretion, to deduct from the contract price or consideration, or otherwise recover the full amount of the contingent fee. 18. OFFICIALS NOT TO BENEFIT (OCT-96): No member of or delegate to Congress, or resident commissioner, shall be admitted to any share or part of this contract, or to any benefit arising from it However, this clause does not apply to this contract to the extent that this contract is made with a corporation for the corporation's general benefit. 19. RESTORATION (OCT-961: The Government shall surrender possession of the premises upon the date of expiration or termination of this lease. If the Lessor provides written notice, prior to the date of expiration or termination, requesting restoration of the premises, the Government at its option shall within ninety (90) days. after such expiration or termination, or within such additional time as may .be mutually agreed upon, either. (a) Restore the premises to as good condition as that existing at the time of the Government's initial entry upon the premises under this lease or any preceding lease (changes to the premises in accordance with paragraph 1(a), 1(b) and 1(c) above., ordinary wear and tear, damage by natural elements and by circumstances over which the Government has not control, excepted) or, Federal Aviation Administration D7FASO O9-L-00004 10. (b) Make an equitable adjustment in the lease amount for the cost of such restoration of the premises or the diminution of the value of the premises if unrestored, whichever is less. Should a mutually acceptable settlement be made hereunder, the parties shall enter into a supplemental agreement hereto effecting such agreement. 20. LEASE SUCCESSION (AUG-021: This lease supersedes Lease No. DTFA06-94-L-13026 and all other previous agreements between the parties for the leased property described in this document 21. HAZARDOUS SUBSTANCE CONTAMINATION (10/96) The Government agrees to remediate, at its sole cost, all hazardous substance contamination on the leased premises that is found to have occurred as a direct result of the installation, operation, and/or maintenance of the Government's facilities. The Lessor agrees to remediate or have remediated, with no cost to the Government, any and all other hazardous substance contamination found on the leased premises. The Lessor also agrees to save and hold the Govemment harmless for any and all costs, liabilities and/or claims by third parties that arise out of hazardous contamination found on the leased premises not directly attributable to the installation, operation and/or maintenance of the Govemment's facilities. (10/96) 22. PURPOSE OF LEASE The Premises shall be occupied by the Government for the sole purpose of operating and maintaining a Very High Frequency Omni -Directional Range and Tactical Air navigation (VORTAC) facility. 23. MAINTENANCE The Government shall maintain the leased Premises in good condition throusrhout the term of this lease at its sole expense. 24. SITE MONITORING The Govemment will conduct groundwater tests on the Premises, at its own expense, in order to monitor the exceedances reported in the Environmental Due Diligence Audit ("Limited Phase II Environmental Due Diligence Audit Report for the Federal Aviation Administration Potential VORTAC Facility, Virginia Key, Miami, Florida," prepared by GeoSyntec Consultants, March 1994, incorporated herein and made a part of this agreement as Exhibit "C"), and to detect any further exceedances. The test methods and monitoring intervals will be selected at the Government's discretion. The Govemment agrees to make the monitoring Federal Aviation Administration DTFASO-09-L-00004 11 results available to Lessor on request. Lessor agrees to provide the Government with any and all information receives. from Dade County or any other source regarding any and ail contaminants or potentially hazardous substances on or flowing from the Premises. Lessor agrees to inform Govemment of any City or other ordinances or legislation it becomes aware of, pertaining to environmental requirements concerning the Premises. 25. INTERFERENCE WITH GOVERNMENT OPERATIONS The Lessor agrees not to erect or allow to be erected any structure or obstructions of whatsoever kind or nature or to install or allow to be installed any electronic equipment on the Premises or on adjacent land within a 1,000 foot radius of the Premises which are owned by the. Lessor that may interfere with the proper operation of the Facilities without obtaining prior written consent from a duly authorized Govemment representative hereinafter referred to as the "Contracting Officer". 26. CLEAR ZONE RESTRICTIONS The Lessor shallprovide the Government with a 1000-footradius clear zone around the Premises over lands which belong to the Lessor, subject clear zone will be restricted as follows by the Lessor. a. Prohibit any construction from exceeding 80 feet mean sea level. b. Grant right to the Government to remove or top any trees which exceed 80 feet mean sea level. 27. NOTICES (OCT-96): All notices/correspondence shall be in writing, reference the lease number, and be addressed as follows: TO LESSOR: City of Miami Department of Public Utilities 444 SW 2nd Ave. Third Floor Miami, Florida 33133 TO GOVERNMENT: Federal Aviation Administration Eastern Logistics Service Area, ASO-53A P. O. Box 20836 Atlanta, Georgia 30320 Federal Aviation Administration DTFASO-04dL-000P4 12 "` 28. SIGNATURE BLOCK (AUG 02n: IN WITNESS WHEREOF, the parties hereto have hereunto subscribed their names as of the day first above written: LESSOR: CITY OF MIAMI, FLORIDA Attest BY: City Clerk City Manager APPROVED AS TO FORM AND CORRECTNESS By: City Attomey APPROVED AS TO INSURANCE REQUIREMENTS (City of Miami) BY: Administrator, Department of Risk Management U. S. DEPARTMENT OF TRANSPORTATION Federal Aviation Administration BY: Date: / / Ima J. LaMar TITLE: Manager, Real Estate Branch WITNESS: Date: / / Real Estate Contracting Officer Federal Aviation Administration D7FAS0-09-L-00.004 13