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HomeMy WebLinkAboutExhibit 1LEASE AGREEMENT THIS LEASE AGREEMENT made on the day of , 2011, with an "Effective Date" of October 1, 2010, by and between CITY OF MIAMI, a Florida Municipal Corporation of the State of Florida, hereinafter called the "LANDLORD," and MIAMI-DADE COUNTY, a political subdivision of the State of Florida, hereinafter called the "TENANT". WHEREAS, the Miami -Dade County Board of County Commissioners approved a prior lease agreement for the same property contemplated herein by way of Miami -Dade County Resolution No. R- 1120-90, at its meeting of October 16, 1990 which approved the lease of vacant land for twenty (20) years commencing on October 1, 1990 through September 30, 2010; and, WHEREAS, during the prior tenancy, the TENANT constructed a public health clinic on the vacant lot, which was financed entirely by the State of Florida Department of Health; and WHEREAS, the TENANT desires to continue use of such property for such use and LANDLORD desires to continue to allow TENANT to occupy and use such property, and thus to create a new lease for such property; and WHEREAS, the Miami -Dade County Board of County Commissioners approved the instant Lease Agreement for the property contemplated herein by way of Miami -Dade County Resolution No. R , at is 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 971 N.W. 2 Street, Miami, Florida alkla Folio # 01-4138-003-0690 Legal Description RIVERVIEW PB 5-43 ALL BLK G, as illustrated in the attached Exhibit A, hereinafter called the "Demised Premises." r-212- -Flo-�-��-- TO HAVE AND TO HOLD unto the said TENANT for a term of Five (5) years and Six (6) months, commencing October 1, 2010 (the "Effective Date"), and terminating Five (5) years thereafter, for an annual rental of One Dollars 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 (I 50) days of the Lease being transmitted by the City, this Lease Agreement shall automatically lapse and not be of further force and 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 RIVERVIEW PB 5-43 ALL BLK G located at 971 N.W. 2 Street, Miami, Florida alk/a Folio # 01-4138-003-0690. 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 "As Is" condition. ARTICLE III UTILITIES TENANT, during the term hereof, shall pay all charges for water, waste disposal services, other utilities, if any, and electricity and garbage and sewage disposal services used by TENANT. ARTICLE IV MAINTENANCE TENANT agrees to provide, repair or replace, as necessary, and maintain and keep in good repair, condition, and appearance, during the term of this Lease Agreement or any extension or renewal thereof, the interior and exterior of the Demised Premises. The TENANT will have sole responsibility for the maintenance, repair and operation of the Demised Premises. ARTICLE V ALTERATIONS BY TENANT Except as may be necessary for the ongoing operations on the Demised Premises, TENANT may not make any alterations, additions, or improvements in or to the Demised Premises without the written consent of LANDLORD, which consent shall not be unreasonably withheld, conditioned, or delayed. All additions, fixtures, and removable partitions, office furniture, etc., shall remain TENANT's property and may be removed by TENANT upon the expiration of the Lease Agreement or any renewal or cancellation thereof. ARTICLE VI DESTRUCTION OF DEMISED PREMISES In the event the Demised Premises or any portion thereof should be destroyed or so damaged by fire, windstorm, or other casualty, either party may cancel this Lease Agreement for its convenience by the giving of written notice to the other at any time after the occurrence of the fire, windstorm, or other casualty. In the event of cancellation under this Article, neither party shall be responsible to the other party for any expense associated with the cancellation. 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 the 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 giv ng_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 NATiting in a form acceptable to LANDLORD. Pursuant to Section 255.2502, Florida Statues, 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 given 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 provide in Article XIX more than 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 444 SW 2nd Avenue Suite 945 Miami, Florida 33130 Department of Public Facilities Asset Management Division City of Miami 444 SW 2nd Avenue, 3rd Floor Miami, Florida 33130 7 To County: General Services Administration, Director Stephen P. Clark Center 111 NW 1st Street, Suite 2460 Miami, Florida 33128-1994 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 of the Florida Government Disputes Resolution Net, §i64.10I-164.1061, F.S., as amended. ARTICLE XXI WRITTEN AGREEMENT This Lease Agreement contains the entire agreement between the parties hereto and all previous negotiations leading thereto. 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 CITY CLERK TONY E. CRAPP, JR. 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: HARVEY RUVIN, CLERK MIAMI-DADE COUNTY, FLORIDA BY ITS BOARD OF COUNTY COMMISSIONERS By: By: DEPUTY CLERK COUNTY MAYOR (TENANT) Approved as to Form and Legal Sufficiency: County Attorney's Office EXHIBIT A LEGAL DESCRIPTION OF PROPOSED LEASE TO DADE COUNTY AT HENDERSON PARK Lot 7 less the East 10 feet, Lots B and 9, Lot 10 less the west 25 'feet and Lot 14 less the East 10 feet and less the South 10 feet, Lots 12 and 13 less the South 10 feet, Lot 11 less the West 25 feet and less the South 10 feet thereof, all. in Block G, of "Riverview", according to the Plat thereof, as recorded in Plat Book 5 at Page 43 of the Public Records of Dade County, Florida. Containing 1.10 acre more or less.