HomeMy WebLinkAboutExhibit 1LEASE AGREEMENT
THIS LEASE AGREEMENT made on the day of , 2011, with an "Effective Date" of
October I, 2010, by and between CITY OF MIAMI, a Florida Municipal Corporation of the State of
Florida, hereinafter called the "LANDLORD," and MIAMI-DADE COUNTY, a political subdivision of
the State of Florida, hereinafter called the "TENANT".
WHEREAS, the Miami -Dade County Board of County Commissioners approved a prior lease
agreement for the same property contemplated herein by way of Miami -Dade County Resolution No. R-
1120-90, at its meeting of October 16, 1990 which approved the lease of vacant land for twenty (20) years
commencing on October 1, 1990 through September 30, 2010; and,
WHEREAS, during the prior tenancy, the TENANT constructed a public health clinic on the
vacant lot, which was financed entirely by the State of Florida Department of Health; and
WHEREAS, the TENANT desires to continue use of such property for such use and LANDLORD
desires to continue to allow TENANT to occupy and use such property, and thus to create a new lease for
such property; and
WHEREAS, the Miami -Dade County Board of County Commissioners approved the instant Lease
Agreement for the property contemplated herein by way of Miami -Dade County Resolution No. R- , at
its meeting of ----, 2011; and
WHEREAS, the City of Miami has also authorized and approved the instant Lease Agreement by
its City Commission, and as otherwise required; therefore
WITNESSETH:
That LANDLORD, for and in consideration of the restrictions and covenants herein contained,
hereby leases to TENANT and TENANT hereby agrees to lease from LANDLORD the demised premises
located at 1009 N.W. 5 Avenue, Miami, Florida a/k/a Folio # 01-3136-081-0020 Legal Description
JEFFERSON REEVES HEALTH CTR SUB PB 148-32T-19393 TR B, as illustrated in the 'attached
Exhibit A, hereinaftercalled the "Demised Premises."
TO HAVE AND TO HOLD unto the said TENANT for a term of Five (5) years and Six (6)
months, commencing on October I, 2010, (the "Effective Date"), and terminating Five (5) years thereafter,
for an annual rental of One Dollar and 00/100 ($1.00), payable in advance, beginning on the date hereof
and on the anniversary date of each and every year thereafter at City of Miami, Finance Department, 444
S.W. 2nd Avenue, 6th Floor, Miami, Florida 33130 or at such other place and to such other person as
LANDLORD may from time to time designate in writing, as set forth herein. Provided that this Lease
Agreement shall not become effective until it has been approved by the Miami -Dade County Board of
County Commissioners and further providing that if the Board fails to approve the Lease Agreement
within one -hundred fifty (150) days of the Lease being transmitted by the City this Lease Agreement shall
automatically lapse and not be of further force or effect.
IT IS FURTHER MUTUALLY UNDERSTOOD AND AGREED BY THE RESPECTIVE
PARTIES HERETO:
ARTICLE I
USE OF DEMISED PREMISES
The Demised Premises shall be limited to the area described as JEFFERSON REEVES HEALTH
CTR SUB PB 148-32 T-19393 TR B located at 1009 N.W. 5 Avenue, Miami under Folio Number 01-
3136-081-0020. The Demised Premises shall be used by TENANT for the operation of a public health
clinic. The clinic shall offer primary health care services for the entire lease period.
ARTICLE II
CONDITION OF DEMISED PREMISES
TENANT hereby accepts the Demised Premises to be in a state of good repair and suitable for
usage by TENANT at the commencement of this Lease Agreement. The Demised Premises are leased in
an "As Is" condition.
ARTICLE III
UTILITIES
TENANT, during the .term hereof, shall .payall charges for water, waste disposal services, other
utilities, if any, and electricity'and garbage and sewage disposal services used by TENANT.
ARTICLE IV.
MAINTENANCE
TENANT agrees to provide, repair or replace, as necessary, and maintain and keep in good repair,
condition, and appearance, during the term of this Lease Agreement or any extension or renewal thereof,
the interior and exterior of the Demised Premises. The TENANT will have sole responsibility for the
maintenance, repair and operation of the Demised Premises.
ARTICLE V
ALTERATIONS BY TENANT
Except as may be necessary for the ongoing operations on the Demised Premises, TENANT may
not make any alterations, additions, or improvements in or to the Demised Premises without the written
consent of LANDLORD, which consent shall not be unreasonably withheld, conditioned, or delayed.
All additions, fixtures, and removable partitions, office furniture, etc., shall remain TENANT's property
and may be removed by TENANT upon the expiration of the Lease Agreement or any renewal or
cancellation thereof.
ARTICLE VI
DESTRUCTION-O)r 1YEMISEDTREMISES
In the event the Demised Premises or any portion thereof should be destroyed or so damaged by
fire, windstorm, or other casualty, either party may cancel this Lease Agreement for its convenience by the
giving of written notice to the other at any time after the occurrence of the fire, windstorm, or other
casualty. In the event of cancellation under this Article, neither party shall be responsible to the other
party for any expense associated with the cancellation
ARTICLE VIII
NO LIABILITY FOR PERSONAL PROPERTY
All of TENANT's personal property placed or moved in the Demised Premises above described
shall be at the risk of TENANT or the owner thereof. LANDLORD shall not be liable to TENANT for
any damage to said personal property unless caused by or due to negligence or willful misconduct of
LANDLORD, LANDLORD'S agents or employees.
ARTICLE IX
ADVERTISING
TENANT shall not permit any signs or advertising matter to be placed on portion of the Demised
Premises except with prior written approval by the LANDLORD, which approval shall not be
unreasonably withheld, conditioned, or delayed. Signs or advertising matter existing as of the Effective
Date shall be deemed approved by LANDLORD'. Signs and advertising shall comply with County and
City Sign Codes and Sign Regulations.
ARTICLE X
LANDLORD'S RIGHT OF ENTRY
Subject to applicable law, including laws affecting patient privacy, LANDLORD or any of its
agents shall have the right to enter said Demised Premises during all reasonable working hours, upon the
giving of twenty-four (24) hours' prior notice (unless an emergency exists, in which case LANDLORD
shall give earliest practicable notice) to examine the same or to make such repairs, additions, or alterations
as may be deemed necessary for the safety, comfort, or preservation thereof of said Demised Premises.
ARTICLE XI
LIABILITY FOR DAMAGE OR INJURY
TENANT shall not be liable for any damage or injury which may be sustained by any party or
person on .the Demised Premises other than the damage or injury caused solely by the negligence of
TENANT, subject to all limitations of Florida Statutes, Section 768.28., as amended.
ARTICLE XII
PEACEFUL POSSESSION
Subject to the terms, conditions, and covenants of this Lease Agreement, LANDLORD agrees that
TENANT shall and may peaceably have, hold, and enjoy the Demised Premises above described, without
hindrance or molestation by LANDLORD.
ARTICLE XIII
SURRENDER OF DEMISED PREMISES
TENANT agrees to surrender to LANDLORD at the end of the term of this Lease Agreement, or
any prior written extension which is granted, said Demised Premises in as good condition as said Demised
Premises were at the beginning of the term of this Lease Agreement, ordinary wear and tear and damage
by fire and windstorm or other acts of God excepted. All permanent improvements, in their then existing
conditions, shall become the property of LANDLORD without any compensation due to TENANT.
ARTICLE XIV
INDEMNIFICATION AND HOLD HARMLESS
TENANT and the LANDLORD do hereby agree to indemnify and hold harmless each other to the
extent and within the limitations of Section 768.28, Florida. Statutes, as amended, subject to the provisions
of that Statute whereby TENANT and the LANDLORD shall not be held liable to pay a personal injury or
property damage claim or judgments by any one person which exceeds the sum of $100,000 or any claim
or judgments or portions thereof, which, when totaled with all other occurrences, exceeds the sum of
$200,000, from any and all personal injury or property damage claims, liabilities, losses and causes of
action which may arise solely as a result of the respective negligence of the LANDLORD or TENANT.
ARTICLE XV
ASSIGNMENT OR SUBLET
The LANDLORD agrees to the assignment and delegation of all of the TENANT's rights, duties
and responsibilities of the Lease Agreement to the Florida Department of Health, Miami -Dade County
Health Department, which agreement is made a part hereof, immediately upon execution by LANDLORD
and TENANT of this Lease Agreement, for the initial term and any renewal periods.
Except as provided for herein, TENANT shall not assign this Lease Agreement or any part thereof
or sublet all or any part of the Demised Premises without prior written consent of LANDLORD, which
shall not be unreasonably withheld, conditioned or delayed. Any assignment or subletting consented to by
LANDLORD shall be evidenced in writing in a form acceptable to LANDLORD.
Pursuant to Section 255.2502, Florida Statutes, as amended, the LANDLORD understands, accepts
and agrees that "The State of Florida's performance and obligation to pay under this contract is contingent
upon an annual appropriation by the Legislature."
ARTICLE XVI
SUCCESSORS IN INTEREST
It is hereby covenanted and agreed between the parties that all covenants, conditions, agreements,
and undertakings contained in this Lease Agreement shall extend to and be binding on the respective
successors and assigns of the respective parties hereto, the same as if they were in every case named and
expressed.
ARTICLE XVII
CANCELLATION
Either party, be it the TENANT through its County Mayor or his designee, or the LANDLORD
through its City Manager or his designee, shall have the right to cancel this Lease Agreement in the event
of a material breach of this Lease Agreement, which continues uncured after having giving the other party
at least thirty (30) days' prior written notice.
ARTICLE XVIII
OPTION TO RENEW
Provided this Lease Agreement or other agreements between are not in default, TENANT is hereby
granted the option to extend this Lease Agreement for one (1) additional five-year (5) renewal option
period, upon expiration of the initial lease term period under the same terms and conditions of the initial
Lease Agreement term, by requesting a written option to renew of the City Manager by sending notice as
provided in Article XIX more than ninety (90) days prior to expiration of the initial lease term.
ARTICLE XIX
NOTICES
All notices or other communications which may be given pursuant to this Agreement shall be in
writing and shall be deemed properly served if delivered by personal service or by certified mail addressed
to TENANT and LANDLORD at the addresses indicated herein or as the same may be changed from time
to time. Such notice shall be deemed given on the day on which personally served or if by certified mail,
on the fifth day after being posted or the date of actual receipt, whichever is earlier.
To City:
City Manager
City of Miami
3500 Pan American Drive
Miami, Florida 33133
With Copies to:
City Attorney
City of Miami
444 SW 2nd Avenue
Suite 945
Miami, Florida 33130
To County:
General Services Administration, Director
Stephen P. Clark Center
111 NW 1st Street, Suite 2460
Miami, Florida 33128-1994
City of Miami
Asset Management Division
444 SW 2nd Avenue, 3`d Floor
Miami, Florida 33130
ARTICLE XX
INSURANCE
TENANT is self insured in accordance with and subject to the limitations of Section 768.28,
Florida Statutes and shall provide evidence of acceptable self-insurance under the laws of the State of
Florida to the County's Department of Risk Management. TENANT represents that its self-insurance
program covers actions to recover for injury or loss of property, personal injury or death caused by the
negligent or wrongful acts or omission of its officers and employees.
ARTICLE XXI
PERMITS, REGULATIONS & SPECIAL ASSESSMENTS
TENANT covenants and agrees that during the term of this Lease Agreement TENANT will obtain
any and all necessary permits and approvals and that all uses of the Demised Premises will be in
conformance with all applicable laws, including all applicable zoning regulations.
Any and all charges, taxes, or assessments levied against the Demised Premises shall be paid by
TENANT and failure to do so will constitute a breach of this Lease Agreement.
ARTICLE XXXI
GOVERNING LAW
This Lease Agreement, including any exhibits, or amendments, if any, and all matters relating
thereto (whether in contract, statute, tort or otherwise) shall be governed by and construed in accordance
with the laws of the State of Florida. The parties will resolve any disputes between them pursuant to the
--provisions-ofthe Florida Governmental--Disputes-Resolution Act; §-1-64-1-01=164:-106-1; r-S-; as -amended:
ARTICLE XXI
WRITTEN AGREEMENT
This Lease Agreement contains the entire agreement between the parties hereto and all previous
negotiations leading thereto.
IN WITNESS WHEREOF, LANDLORD and TENANT have caused this Lease Agreement to
be executed by their respective and duly authorized officers the day and year first above written.
CITY OF MIAMI,
A FLORIDA MUNICIPAL CORPORATION
ATTEST: By:
PRISCILLA A. THOMPSON TONY E. CRAPP, JR.
CITY CLERK CITY MANAGER
(LANDLORD)
APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE
CORRECTNESS: REQUIREMENTS:
BY: By:
JULIE O. BRU GARY RESHEFSKY
CITY ATTORNEY RISK MANAGEMENT DIRECTOR
(OFFICIAL SEAL)
ATTEST: MIAMI-DADE COUNTY, FLORIDA
BY ITS BOARD OF COUNTY
HARVEY RUVIN, CLERK COMMISSIONERS.
By: By:
DEPUTY CLERK
COUNTY MAYOR
(TENANT)
Approved as to Form and Legal Sufficiency:
County Attorney's Office
OFF.
RE..
'5r^—,548
EXHIBIT A
LEGAL.DESCRIPTION FOR PROPOSED LEASE
TO METROPOLITAN DADE COUNTY
AT CULMER CENTER PROPERTY
Lots 13 through 18 and Lots 31 through 36 of "A.T. Carters
Re -Subdivision of the West half of Block. 13 N", according to the Plat
thereof, as recorded in Plat Book B, Page 167„ of the Public Records
if Dade County, Florida; less the East 15 feet of Lots 13 through 18,
Ind less that portion of Lot 13 contained in the external area of a
:ircular curve, concave to the Northwest, having a radius of 25 feet
=_nd tangents which are 25 feet North of and parallel with the
:enterline of N.W. 10 Street and 25 feet West of and parallel with the
:enterline of N.W. 4 Court; and less that portion of Lot 36 contained
_n the external area of a circular curve, concave to the Northeast,
laving a radius of 25 feet and tangents which are 25 feet North of and
parallel with the centerline of N.W. 10 Street and 25 feet East of and
parallel with the centerline of N.W. 5 Avenue, containing 21,481.8
;q. ft. more or less (0.49 acres).
and
:,ots 1 through 12 of "A.T. Carters Re -Subdivision of the West half of
3lock 13 N", according to the Plat thereof, as recorded in plat Book
3, Page 16.7, of the Public Records of Dade County, Florida, less the
west 15 feet thereof and less the North 5 feet of Lot 1, and less
:hose portions of Lots 1 and 2 contained in the external area of a
ircular curve, concave to the Southeast, having a radius of 25 feet
5105'13549
and tangents which are 25 feet East of and parallel with the -
centerline of N.W. 4 Court and 30 feet South of and parallel with the
centerline of N.W. 11. Street, and less that portion of Lot 12
contained in the external area of a circular curve, concave to the
Northeast, having a radius of 25 feet and tangents which are 25 feet
East of and parallel with the centerline of N.W. 4 Court and 25 feet
North of and parallel with the centerline of N.W. 10 Street, and less
those portions of Lots 1 'and 2 shown as right-of-way for 1-95 and
S.R.D. R.P., 83-2113
and
Lots 4, 5, 16, 17 and 18 of Block 13N of "A.L. Knowltons Map of
Miami", according to the Plat thereof, as recorded in Plat Book B,
Page 41, of the Public Records of Dade County, Florida, less those
portions of Lots 4, 5, 17 and 18 shown as right-of-way for 1-95 and
S.R.D. R.P. 83-2113
and
Lot 4, less the South 5 feet thereof, of "Parry's Division of Lots 1,
2, 19, 20 of Block 1.3N according to the Plat thereof, as recorded in
Plat Book 1, Page 75, of the Public Records of Dade County, Florida,
less that portion shown as right-of-way for I-95 and S.R.D. R.P.
83-2113, containing 39,619.6 sq. ft. more or less (0.91 acres).
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HARVEY RJV!N
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