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Home My WebLink AboutCRA-R-10-0097 11-18-2010 AttachmentSTATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PURCHASE AGREEMENT ITEM SEGMENT NO.: 2516881 DISTRICT: Six FEDERAL PROJECT NO.: N/A STATE ROAD NO.: 836/ 1-395 COUNTY: Miami -Dade PARCEL NO.: 117 Seller: Omni Redevelopment District Community Redevelopment Agency a public agency created pursuant to section 163.356 Florida Statutes 575-030-07 RIGHT OF WAY OGC —12/09 Page 1 of 4 Buyer: State of Florida, Department of Transportation Buyer and Seller hereby agree that Seller shall sell and Buyer shall buy the following described property pursuant to the following terms and conditions: I. Description of Property (a) Estate being purchased: ® Fee Simple E] Permanent Easement E] Temporary Easement ❑ Leasehold (b) Real property described as: PARCEL 117. Fee Simple (c) Personal property: N/A (d) Outdoor advertising structure(s) permit number(s): N/A Buildings, structures, fixtures and other improvements owned by others: N/A These items are NOT included in this agreement. A separate offer is being, or has been, made for these items. II. PURCHASE PRICE (a) Real Property Land 1. $ 1,087,268.00 Improvements 2. $ Real Estate Damages 3. $ (Severance/Cost-to-Cure) Total Real Property 4. $ 1,087,268.00 (b) Total Personal Property 5. $ (c) Fees and Costs Attorney Fees 6. $ 0.00 Appraiser Fees 7. $ 0.00 Fee(s) 8. $ 0.00 Total Fees and Costs (d) Total Business Damages (e) Total of Other Costs List: 9. $ 0.00 10. $ 0.00 11. $ 0.00 Total Purchase Price (Add Lines 4, 5, 9, 10 and 11) $ 1,087,268.00 (f) Portion of Total Purchase Price to be paid to $ 0.00 Seller by Buyer at Closing (g) Portion of Total Purchase Price to be paid to $ 0.00 Seller by Buyer upon surrender of possession 575-030-07 RIGHT OF WAY OGC-12f09 Pape 2 of 4 III. Conditions and Limitations (a) Seller is responsible for all taxes due on the property up to, but not including, the day of closing. (b) Seller is responsible for delivering marketable title to Buyer. Marketable title shall be determined according to applicable title standards adopted by the Florida Bar in accordance with Florida Law subject only to those exceptions that are acceptable to Buyer. Seller shall be liable for any encumbrances not disclosed in the public records or arising after closing as a result of actions of the Seller. (c) Seller shall maintain the property described in Section I of this agreement until the day of closing. The property shall be maintained in the same condition existing on the date of this agreement, except for reasonable wear and tear. (d) Any occupancy of the property described in Section I of this agreement by Seller extending beyond the day of closing must be pursuant to a lease from Buyer to Seller. (e) The property described in Section I of this agreement is being acquired by Buyer for transportation purposes under threat of condemnation pursuant to Section 337.25 Florida Statutes. (f) Pursuant to Rule 14-10.004, Florida Administrative Code, Seller shall deliver completed Outdoor Advertising Permit Cancellation Form(s), Form Number 575-070-12, executed by the outdoor advertising permit holder(s) for any outdoor advertising structure(s) described in Section I of this agreement and shall surrender, or account for, the outdoor advertising permit tag(s) at closing. (g) Seller agrees that the real property described in Section I of this agreement shall be conveyed to Buyer by conveyance instrument(s) acceptable to Buyer. (h) Seller and buyer agree that this agreement represents the full and final agreement for the herein described sale and purchase and no other agreements or representations, unless incorporated into this agreement, shall be binding on the parties. (1) Other: N/A (j) Seller and Buyer agree that a real estate closing pursuant to the terms of this agreement shall be contingent on delivery by Seller of an executed Public Disclosure affidavit in accordance with Section 286.23, Florida Statutes. IV. Closing Date The closing will occur no later than 60 days after Final Agency Acceptance. V. Typewritten or Handwritten Provisions Any typewritten or handwritten provisions inserted into or attached to this agreement as addenda must be initialed by both Seller and Buyer. ® There is an addendum to this agreement. Page is made a part of this agreement. ❑ There is not an addendum to this agreement. 575-030-07 RIGHT OF WAY OGC-12/09 Page 3 of 4 VI. Seller and Buyer hereby acknowledge and agree that their signatures as Seller and Buyer below constitute their acceptance of this agreement as a binding real estate contract. It is mutually acknowledged that this Purchase Agreement is subject to Final Agency Acceptance by Buyer pursuant to Section 119.0711, Florida Statutes. A closing shall not be conducted prior to 30 days from the date this agreement is signed by Seller and Buyer to allow public review of the transaction. Final Agency Acceptance shall not be withheld by Buyer absent evidence of fraud, coercion, or undue influence involving this agreement. Final Agency Acceptance shall be evidenced by the signature of Buyer in Section VII of this agreement. Seller(s) Buyer Signature Date Type or print name Signature State of Florida Department of Transportation BY: Signature Date Date Type or print name and title Type or print name VII. FINAL AGENCY ACCEPTANCE The Buyer has granted Final Agency Acceptance this day of BY: Signature Type or print name and title Legal Review: Date Type or print name and title ADDITIONAL SIGNATURES SELLER(S): Signature Date 575-030-07 RIGHT OF WAY OGC -1?J09 Signature Date Type or print name Type or print name Signature Date Signature Date Type or print name Type or print name Signature Date Signature Date Type or print name Type or print name Signature Date Signature Date Type or print name Type or print name Signature Date Signature Date Type or print name Type or print name EXHIBIT "A" LEGAL DESCRIPTION FOR PARCEL I17 A Portion of BIocK 4 of Alice Baldwin, Jenny M. 0xar and Charles E. 0xar SuDdlvlslon Amended, according to the plat thereof, as recorded in Plat Book B, at Page 87, of the Public Records of Miami Dade County, Florida, together with a portion of that 10 foot Alley lying within sold Block 4 and together with a portion of NW 1st Avenue, lying west of the west line of sold Block 4 and east of the Florida East Coost Railway Right of Way, which was closed and vacated as per Records of County Commission doted July 7th, 1908 In Minute Book C, at Page 374 of the Public Records of Miami Dade County, Florida, more particularly described as follows: Commence at the SE. corner of lot 8, in sold Block 4; Thence NO2°18'08"W, along the East line of sold Block 4, for a distance of 5.00 feet to the Point of Beginning of the hereinafter described Parcel; Thence continue NO2°18'08"W, along the previously described East line, for a distonce of 143.68 feet to o point of intersection with the easterly extension of the Southerly face of an existing Building; Thence S87°43'26"W, along the Southerly face of said existing Building and its Easterly and Westerly extension, for a distance of 315.97 feet to a Point of Intersection with the Easterly Right of Way line of the Florida mast Coast Railway, sold point being on a circular curve concave to the East and sold point bears N88°49'28"W from the center of said curve; Thence Southerly, along the Easterly Right of Way line of the Florida East Coast Railway and along the arc of sold curve to the left, having a radius of 2814.93 feet and a central angle of 01°42'07" for a distance of 83.62 feet to o point of intersection with the Northerly Right of Way line of State Rood 836 (East-West Expressway) as shown on the Right of Way Mop for State Road 836, as recorded in Road Plat Book 83, of Page 70, of the Public Records of Miami Dade County, Florida; Thence S67°53'19"E, ()long the Northerly Right of Way line of said State Rood 836 for 145.21 -Feet to a Point of intersection with a Dine 5.00 feet North of and parallel wlt1 the South line of lots 8 and 9 in said Block 4; Thence N87°46'59"E, along the previously described line, for 187.58 feet to the Point of Beginning. Containing 0.96 acres, more or less. GENERAL NOTES: - Reproductions of this map are not valid without the signature and original raised seal of the Florida Licensed Surveyor and Mapper in responsible charge. - Lands shown hereon were not abstracted by this office for rights -of -way, easements of record, ownership, abandonments, deed restrictions, of Murphy Act Deeds. This information should be obtained through appropriote verification. - The Bearings shown hereon are referenced to the North American Datum of 1983. - Additions and/or deletions to survey maps, sketches or reports by any party other than the signing party ore prohibited•without the written consent of the signing party. - This document consists of two (2) sheets and shall not be considered full, volld, and complete unless each sheet is attached to t e other. CERTIFIED TO: OMNI Redevelopment District Community Redevelopment Agency, a public ogency created pursuant to Section 163.356, Florida Statute NUEL GERA , R. DATE ROFESSIONAL LAND SURVEYOR ' FLORIDA CERTIFICATE NO. 5291 FLORIDA DEPARTMENT OF TRANSPORTATION LEGAL DESCRIPTION ADDED CERTIFICATION C.E.A. 10Mil 0 STATE ROAD NO. 836 MIAMI-DADE COUNTY REVISED SKETCH BY DATE 8 LEGAL C.E.A. 10/15/10 DRAIN C.E.A. 09/09/10 PREPARED BY. MANUEL G. VERA 8 ASSOC. DATA SOURCE. SEE GENERAL NOTES REVISION BY DATE CHECKED M.O.V. 09126 /10 F.P. NO. 251688-1 SECTION 87200-2401 SHEET I OF 2 'SKETCH TO ACCOMPANY LEGAL DESCRIPTION THIS IS NOT A SURVEY N 0 La 1— V) w NN • Cr V4.0v -PnC I J0 CO CV EXHIBIT NW I4TH STREET NORTH 10' BLOCK 4 50' CONVEYED TO CITY OF MIAMI 1 : " BY WARRANTY DEED RECORDED 1 IN O.R.B. 13004, PAGE 284. Z ' 15 2 �i 003,01 Oti ouni m -LEI wJai 14 0P' w Q J Cc 14GENDi Centerline Monument 11ne - Parcel Identification Number SEC. - Section TWP. - Townshlp RGE. - Range EXIST. - Existing L.A. - Limited Access R/W - Right-of-Woy P.B. - Plot Book R.P.B. - Rood Plot Book O.R.B. - Officlol Record PG. - Pope (C) - Calculated Dimension (P).- Plotted Dimension POC - Point Of Commence POB - Point Of Beginning EXISTING BUILDING 3 ' Z13 zil 0001 .-.m I w v`n►w' SOUTHERLY PAC OF _� Z; EXISTING2OCK BUILDING 5 Z—U ° • •• yy 315.97' / / i 6 i EXISTING to 9 4 BUILDING i 7 8 POB NM OM N 25' NW 03 o. coo o ° 1n N •0 0 T N 87°46' 5 83NCRTHE " F 1 187.58 • z p. Q FgST Y RAW N 87°46'59" E NW 13TH STREET 83' peST 4,/p4/6. "0) RESSwQ POC z REMAINDER 1.82 ACRES w CC -J w La oc a 0.96 ACRES z O w 0 1- oZ 0 V aL>J 00 OD 0 J =a PARCEL NO. ti ALICE BALDWIN, JENNY M. OXAR AND CHARLES E. OXAR SUBDIVISION AMENDED Book P.B. Be PG. 87 0 40 80 ADDED 160 Scale: 1" • 80' 240 FLORIDA DEPARTMENT OF TRANSPORTATION SKETCH TO ACCOMPANY LEGAL DESCRIPTION CERTIFICATION C.E.A. 10/2a/10 REVISED SKETCH STATE ROAD NO. 836 MIAMI-DADE COUNTY a LEGAL C.F.A. I0/1S/1O DRAIN BY C.E.A. DATE 09/09/10 PREPARED BY. MANUEL G. VERA & ASSOC. DATA SOURCE. SEE GENERAL NOTES ON SHEET I REVISION BY DATE CHECKED H.0.V. 09 /09 /10 F.P. NO. 251688-1 SECTION 87200-2401 SHEET 2 OF 2 ADDENDUM THIS ADDENDUM is to that certain purchase agreement dated the day of , 20 (the "Purchase Agreement") by and between the Omni Redevelopment District Community Redevelopment Agency, a public agency created pursuant to Section 163.356, Florida Statutes (the "Seller") and the State of Florida Department of Transportation (the "Buyer"). In addition to the provisions contained in the Purchase Agreement, the following terms and conditions shall be deemed to be part of the Purchase Agreement: 1. Purchase Price. The Purchase Price is $26.00 per square foot of the Property which is the price paid by the Seller for the Property and the adjacent property (collectively, the "Miami Skill Center") which Seller acquired from The School Board of Miami -Dade County, Florida (the "School Board"). The Purchase Price is based upon the fact that the Property contains 41,818 square feet. Should the actual square footage of the Property, based upon the final survey obtained by Buyer reflect a different square footage the Purchase Price shall be adjusted accordingly. 2. Survey. Buyer, at Buyer's sole cost and expense, shall obtain a survey of the Property prepared by a surveyor licensed in the State of Florida. The survey shall be certified to Seller and Buyer and certify the square footage of land comprising the Property. The survey shall be utilized to determine the Purchase Price. 3. Title Clearance. Notwithstanding anything to the contrary contained in Section III(b) of the Purchase Agreement, the Seller shall only be responsible for clearing title matters arising by, through, or under the Seller. Seller shall provide Buyer with a copy of the owner's title insurance policy which Seller obtained when it acquired the property from the School Board. It is understood and agreed that the Seller shall not grant nor convey any interest in, nor create any encumbrances to the Property, from the date of that the Seller acquires title to the Property. 4. Conveyance and Documents. Notwithstanding anything to the contrary contained in Section III(g) of the Purchase Agreement, Seller shall convey title to the Property by special warranty deed in the form of Exhibit "A" attached hereto and made a part hereof (the "Special Warranty Deed") and shall provide a title affidavit in the form of Exhibit "B" attached hereto and made a part hereof (the "Title Affidavit"). Buyer shall take title subject to any existing utility easements and utility facilities located on the Property. Additionally, Buyer shall grant to Seller a Sub -surface Easement for any footings and foundations that may currently exist on the Property. 5. As -Is Condition. Buyer acknowledges and agrees that Buyer is purchasing the Property from Seller in its "AS -IS, WHERE -IS" condition, with all faults without any representations and warranties on the part of the Seller as to the physical condition of the Property. Buyer acknowledges that Buyer has made its own independent investigation of the Property. Buyer acknowledges that Seller has not made any warranties, representations or guaranties, expressed, implied or statutory, written or oral, including but not limited to, any implied warranty of merchantability or fitness for any use or purpose, concerning the Property and that Seller has not made any such warranties, representations or guaranties with regard to any governmental limitation or restriction, or the absence thereof, pertaining to the Property, or with regard to the physical condition of the Property, including latent defects, environmental conditions or subsurface soil conditions. Buyer agrees that the entire risk as to the quality and performance of the Property is with the Buyer. 6. Environmental Issues. Within five (5) days of the execution of the Purchase Agreement by all parties, Seller shall provide to Buyer copies of all environmental reports that are in Seller's possession or control regarding the Property, without any representation or warranty, express or implied, as to the accuracy of the environmental reports and with the express understanding that any reliance upon the environmental reports by Buyer is at Buyer's sole risk. 7. Closing Date. The closing date shall be 31 days after the Seller acquires the Miami Skills Center from the School Board and has physical possession of the Property (the "Closing Date"). The Buyer, in Buyer's sole discretion, may elect to extend the Closing Date by written notice to Seller at least five (5) days prior to the Closing Date, in which event the closing will occur on not less than fifteen (15) days written notice to the Seller at any time within five (5) years from the date Seller acquires the Miami Skill Center from the School Board. If the closing is delayed more than six (6) months, the Purchase Price shall be increased utilizing as a factor, the state fiscal year net average annual rate of interest paid on funds in the Florida Treasury Account administered by the Florida Department of Financial Services, or its successor from the original Closing Date until the date the closing actually occurs. 8. Demolition of Improvements. Promptly after the closing, Buyer, at Buyer's sole cost and expense, shall: (a) demolish the warehouse addition; (b) level, grade and compact, and place gravel on the former building site so that it is suitable for parking; and (c) properly seal the interconnections between the building to be demolished and the improvements located on the adjoining property owned by Seller with concrete block or similar construction materials (the "Initial Demolition"). Upon termination of the Lease that is the subject of Paragraph 9 hereunder, Buyer shall proceed to: (a) demolish the loading dock, the loading dock canopy, the concrete ramp and the 2 rear staircases located on the Property, (b) and properly seal the interconnections between the building to be demolished and the improvements located on the adjoining property owned by Seller with concrete block or similar construction materials (the "Subsequent Demolition). Seller shall grant Buyer a license or temporary construction easement, as required by Buyer, to enter upon its property for purposes of completing the demolition work herein contemplated which may include the elimination of any fire sprinkler or electrical 2 lines which are connected to Buyer's parcel. Buyer shall cause its contractor to maintain liability insurance in an amount not less than the usual and customary amount required by Buyer for its contractors for similar projects, and cause Seller and Buyer to be named as additional insured in said policy. Buyer, in cooperation with Seller, shall process and obtain any permits that may be required in connection with the sealing of the openings, and/or any other permits that may be required for the alternation of the improvements on the Adjacent Parcel (see Exhibit "C"). In the event that any emergency exit of the improvement on the Adjacent Parcel, as currently existing, is impacted by the activities herein contemplated by Buyer, Buyer agrees to grant an easement to Seller for the sole purpose of maintaining emergency exit(s) that egress onto the Property, in the event that the same is required by local code. These provisions shall survive the closing. 9. Drainage and Utilities. The parties further agree: a. In the event that there currently exist on the Property any utility lines, connections or mains (collectively referred to as "Connections") for purposes of electricity or water/sewer service to the Adjacent Parcel (see Exhibit "C"), the Buyer shall grant to Seller an easement for the use said Connections under and through the Property for the purposes herein indicated. However, Buyer shall reserve the right, at its sole discretion, to relocate and/or reconnect any such Connections, at Buyer's cost and expense. b. The parties acknowledge that the storm water runoff from the Adjacent Parcel may drain onto the Property. If requested by Seller, Buyer shall grant to Seller a permit for purposes of the drainage of storm water runoff as historically existing on the Property. However, in the event that the Seller shall redevelop the Adjacent Parcel (Exhibit "C"), said Permit shall terminate and Seller shall then be required to comply with all local and state regulations, including Chapter 14-86 of the Florida Administrative Code, with respect to storm water drainage requirements. Any Permit granted hereunder shall not be intended to change any legal requirements with which Seller may need to comply. It is further understood and agreed that, notwithstanding any other provision in the Agreement, the Lease, or any Addendum to either instrument, the Seller shall not cause any contamination nor discharge of hazardous substances to be mixed with the storm water runoff, and in the event that any contamination results to the Property as a result of such contamination, Seller shall be responsible for all costs of clean-up and remediation to any affected area in the Property. c. This Paragraph shall survive the closing of the transaction. 3 10. Lease. Simultaneously with the closing, Seller and Buyer shall enter into a lease with respect to the Property in the form of Exhibit "D" attached hereto and made a part hereof (the "Lease"). 11. Consideration. The parties acknowledge and agree that the consideration for the acquisition of the Property is the final purchase price agreed by the parties pursuant to the Purchase Agreement and the parties agree that the final purchase price includes all compensation for fees, costs or damages that could constitute a claim under state or federal law. 12. Repurchase. Buyer agrees that in the event it is determined that Buyer does not require all or any portion of the Property for right-of-way purposes and declares such portion to be surplus (the "Surplus Property"), the Seller shall have the right to repurchase the Surplus Property at the same price per square foot of the Surplus Property paid by Buyer to purchase the Property pursuant to the Purchase Agreement (the "Repurchase Price"), which Repurchase Purchase price shall be increased, utilizing as a factor, the state fiscal year net average rate of interest paid on funds in the Florida Treasury Account administered by the Florida Department of Financial Services, or its successor, from the date that Buyer acquired the Property until the repurchase closing date. Buyer shall promptly advise Seller that the Property or any portion thereof has been declared surplus and the Seller shall have sixty (60) days from the date of receipt of written notice to elect to provide Buyer with written notice that Seller has elected to purchase the Surplus Property. If Seller elects to repurchase the Surplus Property, the Closing will occur within thirty (30) days from the date Seller elects to repurchase same. In the event that Seller elects to repurchase the Surplus Property, Buyer shall convey same to Seller by quit claim deed in its AS -IS, WHERE -IS condition. Buyer shall provide a title affidavit substantially similar to the Title Affidavit. In the event that Seller shall determines that it is in the best interest of Seller to surplus the adjacent parcel ("Adjacent Parcel" which encompasses the balance of the property known as Miami Skill Center/Richards Warehouse, and more fully described in Exhibit "C" herein, and which Seller is acquiring as part of the transaction with the School Board), Buyer shall have the right of first offer for the purchase of the Adjacent Parcel, at a price to be determined by the Parties. Seller shall promptly advise Buyer that Seller is ready, willing and able to surplus or dispose of the Adjacent Parcel, or any portion thereof, and Buyer shall have sixty (60) days from the date of receipt of written notice to elect to provide Seller with written notice that Buyer has elected to acquire the Adjacent Parcel under this provision. If Buyer elects to acquire the Adjacent Parcel under this provision, the Closing shall occur in accordance with the timeline required under statute or Buyer's standard procedures for advance acquisition of property and Seller's standard procedures for disposing of same. In the event that Buyer shall acquire the Adjacent Parcel, Seller shall convey the same by warranty deed. This provision is not intended to limit in any way Buyer's rights under Chapter 73 and Chapter 74, Florida Statutes. 4 This Article shall survive the closing. 13. Notices. All notices, consents, approvals, waivers and elections which any party shall be required or shall desire to make or give under this Agreement shall be in writing and shall be sufficiently made or given only when hand delivered, telecopied, or mailed by certified mail, return receipt requested, with proper postage affixed, addressed: As to Seller: with a copy to: As to Buyer: Mr. Pieter Bockweg Executive Director Omni Redevelopment District Community Redevelopment Agency 49 NW 5th Street, Suite 100 Miami, Florida 33128 Fax: 305-679-6836 Holland & Knight LLP 701 Brickell Avenue Suite 3000 Miami, FL 33131 Attn: William R. Bloom, Esq. Telephone: 3 05 -789-7712 Fax: (305) 789-7613 Florida Department of Transportation Right of Way Administration 1000 NW 111 Avenue Miami, Florida 33172 Attn: Property Mgmt, Room 6105B Fax: (305) 499-2340 or to such other address as any party hereto shall designate by like notice given to the other parties hereto. Notices, consents, approvals, waivers and elections given or made as aforesaid shall be deemed to have been given and received when hand delivered, upon receipt of the telecopy or on the date of receipt or date delivery is refused if mailed by certified mail, return receipt requested. Fax addresses are for convenience only and do not constitute proper notice. 14. Ratification. Except as herein modified Buyer and Seller ratify and reaffirm all terms and provisions of the Purchase Agreement. 15. Conflict. In the event of a conflict between the terms and provisions of the Purchase Agreement and this Addendum, this Addendum shall control. 5 IN WITNESS WHEREOF, Buyer and Seller have executed this Addendum as of the date first above written. Signed, sealed and delivered in the presence of: Print Name: Print Name: Print Name: Print Name: SELLER: OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public agency created Pursuant to Section 163.156, Florida Statutes By: Name: Pieter Bockweg Title: Executive Director Approved as to Form and Correctness: Holland & Knight LLP CRA Special Counsel BUYER: THE STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION By: Name: Title: Legal Review: District Counsel #9900659_v1 6 .1(il(L,1- "4'' This Instrument Prepared by: William R. Bloom Esq. Holland & Knight LLP 701 Brickell Avenue, Suite 3000 Miami, Florida 33131 FOLIO NUMBER: SPECIAL WARRANTY DEED THIS SPECIAL WARRANTY DEED, made as of the _ day of , 201_, between OMNI REDEVELOPMENT DISTRICT COMMUNITY DEVELOPMENT AGENCY, a public agency created pursuant to Section 163.356, Florida Statutes, whose address is (hereinafter called the "Grantor"), and The State of Florida, Department of Transportation, whose address is (hereinafter called the "Grantee"). WITNESSETH that Grantor, for and in consideration of the sum of Ten Dollars ($10.00), and other good and valuable consideration to Grantor in hand paid by Grantee, receipt of which is hereby acknowledged, has granted, bargained and sold to Grantee, and Grantee's heirs, successors and assigns forever, the following described land, situated and being in Miami -Dade County, Florida, to wit: SEE EXHIBIT "A" ATTACHED HERETO Together with all Grantor's right title and interest in the improvements thereon. This conveyance is made subject to the following: 1. Taxes and assessments, if any. 2. Zoning and other governmental regulations. 3. Conditions, restrictions, limitations and easements of record, if any, none of which are intended to be reimposed by this conveyance. TO HAVE AND TO HOLD, the same in fee simple forever. AND the Grantor hereby fully warrants the title to said land and will defend the same against the lawful claims of all persons claiming by, through and under Grantor and none other. IN WITNESS WHEREOF, Grantor has hereunto set Grantor's hand and seal the day and year first above written. Signed, sealed and delivered in the presence of: OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Section 163.156, Florida Statutes By: Print Name: Name: Pieter Bockweg Title: Executive Director Print Name: APPROVED AS TO FORM AND CORRECTNESS: Holland & Knight LLP CRA Special Counsel STATE OF FLORIDA ) )ss: COUNTY OF MIAMI-DADE) The foregoing instrument was acknowledged before me this day of 201_ by Pieter Bockweg, Executive Director of the OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public agency created Pursuant to Section 163.156, Florida Statutes, on behalf of the agency. He/she is personally known to me or has produced as identification and did not take an oath. Notary Public Print Name: My Commission expires: 2 #9847520_v2 TITLE AFFIDAVIT STATE OF FLORIDA COUNTY OF MIAMI-DADE BEFORE ME, personally appeared Pieter Bockweg (the "Affiant"), Executive Director of OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Section 163.356, Florida Statutes (the "CRA"), who by me being duly sworn, on oath, deposes and states: 1. That the Affiant is the Executive Director of the CRA. 2. That the CRA is the record owner of the following described property located in Miami - Dade County, Florida: SEE ATTACHED EXHIBIT "A" (the "Property") 3. To the Best of the undersigned knowledge, there have been no improvements to the Property within the last ninety (90) days for which there remains any outstanding and unpaid bills for labor, materials or other charges for which a lien or liens might be claimed. 4. That to Affiant's knowledge there are no matters pending against the CRA or the Property that could give rise to a lien that might attach to the Property, between 20_ at 11:00 p.m., and the date and time of recording of the Special Warranty Deed from the CRA conveying title to the Property to the State of Florida, Department of Transportation (the "Purchaser), and that the CRA has not taken and will not take, any action nor execute any instruments that would adversely affect the title thereto. 5. That CRA's title to and possession and enjoyment of the Property has been open, notorious, peaceable and undisturbed, and that the CRA is in sole possession of the Property. 6. Affiant specifically makes all representations contained herein to induce the Purchaser to purchase the Property. FURTHER AFFIANT SAYETH NOT: Signed, sealed and delivered AFFIANT in our presence: WITNESSES: OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Section 163.356, Florida Statutes Name: By: Name: Pieter Bockweg Title: Executive Director Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE ) ) ) Approved as to form and legal sufficiency Holland & Knight LLP Special Counsel to CRA The foregoing instrument was acknowledged before me this day of , by Pieter Bockweg, as Executive Director of the Omni Redevelopment District Community Redevelopment Agency, a public agency created pursuant to Section 163.356, Florida Statutes, on behalf of the agency, who is personally known to me or has produced as identification. Printed Name: Notary Public My Commission Expires: 2 #984735 1_v2 SEC. TWP. RGEEXIST. L.A. R/W P.B. R.P.B. O.R.B. PG. IC) IP) P0C POB 'SKETCH TO ACCOMPANY LEGAL DESCRIPTION THIS IS NOT A SURVEY >- Cr i i I E END, Centerline Monument 11ne - Parcel IdentTficotion Number Section - Township - Range Existing - Limited Access Right-of-Woy - Plot Book Rood Plot Book Official Record - Page Calculated Dimension Plotted Dimension - Point 0f Commence • Point Of Beginning 50' w z -J J a w N w EXHIBIT � ccctl�. NW l4TH STREET NORTH 10' BLOCK 4 CONVEYED TO CITY OF MIS 1 6 BY WARRANTY DEED REC.'DED IN O.R.B. 13004, Pi284. z cowl UOr-I CRIhl m-w` r- I W JaI 14 • >zo' aooi o u) N N VV-I I R6,1079 Sra 13 sr 2 EXISTING BUILDING 3 4 SOUTHERLY FAC OF zI EXISTING BUILDING 4 5 ' 315.97' 5- 10 Air 4D /4 9 /• r- 6 EXISTING BUILDING 7 8 POB 25' 0 0 J w z J 1- tn w t0 O C . . 0 ' o 02o o ° 1n N iO 0 z z N 87°46'5 N F 1 187.58 • N 02 NW M N 87°46'59" E F sR<y R� N NW 13TH STREET PC. ;yp f5 J sW4Y Poc • z REMAINDER 1.82 ACRES PARCEL AREA 0.96 ACRES z 1) rY w 0 r 00 aw 00 co =a 02 PARCEL NO. ti ALICE BALDWIN, JENNY M. OXAR AND CHARLES E. OXAR SUBDIVISION AMENDED Book P.B. B. PG. 87 0 40 80 160 240 Sao I e i I " • 80' FLORIDA DEPARTMENT OF TRANSPORTATION SKETCH TO ACCOMPANY LEGAL DESCRIPTION ADDED CERTIFICATION C.E.A. l0/,Tl/10 STATE ROAD NO. 836 MIAMI-DADE COUNTY REVISED SKETCH iI LEGAL C.E.A. I0115110 BY DATE DRAIN' C.E.A. 09,09/10 PREPARED BY. MANUEL G. VERA & ASSOC. DATA SOURCE. SEE GENERAL NOTES ON SHEET I REVISION BY DATE CHECKED I.O.V. 09,09 /10 F.P. NO. 2SI688-1 SECTION 87200-2401 SHEET 2 OF 2 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION LEASE AGREEMENT THIS AGREEMENT, made this day of ITEM/SEGMENT NO.: 2516881 575-080-33 RIGHT OF WAY OGG-08/ve MANAGING DISTRICT: Six F.A.P. NO.: N/A STATE ROAD NO.: I-395 COUNTY.: Miami -Dade PARCEL NO.: 117 OF FLORIDA DEPARTMENT OF TRANSPORTATION, (hereinafter called the Lessor), and District Community Redevelopment Agency, 49 NW 5th Street, Miami, Florida 33128 , by and between the STATE OMNI Redevelopment (hereinafter called the Lessee.) WITNESSETH: In consideration of the mutual covenants contained herein, the parties agree as follows: 1. Property and Term, Lessor does hereby lease unto Lessee the property described in Exhibit "A", attached and made a part hereof, for a term of See Addendum beginning and ending - . This Lease may be renewed for an additional N/A term at Lessee's option, subject to the rent adjustment as provided in Paragraph 3 below. Lessee shall provide Lessor N/A days advanced written notice of its exercise of the renewal option. If Lessee holds over and remains in possession of the property after the expiration of the term specified in this Lease, or any renewals of such term, Lessee's tenancy shall be considered a tenancy at sufferance, subject to the same terms and conditions as herein contained in this Lease. This Lease is subject to all utilities in place and to the maintenance thereof as well as any other covenants, easements, or restrictions of record. This Lease shall be construed as a lease of only the interest, if any, of Lessor, and no warranty of title shall be deemed to be given herewith. 2. Use. The leased property shall be used solely for the purpose of See Addendum If the property is used for any other purpose, Lessor shall have the option of immediately terminating this Lease. Lessee shall not permit any use of the property in any manner that would obstruct or interfere with any transportation facilities. Lessee will further use and occupy the leased property in a careful and proper manner, and not commit any waste thereon. Lessee will not cause, or allow to be caused, any nuisance or objectionable activity of any nature on the property. Lessee will not use or occupy said property for any unlawful purpose and will, at Lessee's sole cost and expense, conform to and obey any present or future ordinances and/or rules, regulations, requirements, and orders of governmental authorities or agencies respecting the use and occupation of the leased property. Any activities in any way involving hazardous materials or substances of any kind whatsoever, either as those terms may be defined under any state or federal laws or regulations, or as those terms are understood in common usage, are specifically prohibited. The use of petroleum products, pollutants, and other hazardous materials on the leased property is prohibited. Lessee shall be held responsible for the performance of and payment for any environmental remediation that may be necessary, as determined by the Lessor, within the leased property. If any contamination either spread to or was released onto adjoining property as a result of Lessee's use of the leased property, the Lessee shalt be held similarly responsible. The Lessee shall indemnify, defend, and hold harmless the Lessor from any claim, loss, damage, costs, charge, or expense arising out of any such contamination. 3. Rent. Lessee shall pay to Lessor as rent, on or before the first day of each rent payment period, the sum of NIL (Public purpose use - no rent) plus applicable tax, for each N/A of the term. If this Lease is terminated prior to the end of any rent payment period, the unearned portion of any rent payment, less any other amounts that may be owed to Lessor, shall be refunded to Lessee. Lessee shall pay any and all state, county, city, and local taxes that may be due during the term hereof, including any real property taxes. Rent payments shall be made payable to the Florida Department of Transportation and shall be sent to Right of Way Administration, 1000 NW 111 Avenue, Miami, FL 33172 Attn: Property Mgmt., Rm 6105-B . Lessor reserves the right to review and adjust the rental fee biennually and at renewal to reflect market conditions. Any installment of rent not received within ten (10) days after the date due 575-0BOJ3 RIGHT OF WAY OCC-O/9 shall bear interest at the highest rate allowed by law from the due date thereof, per Section 55.03(1), Florida Statutes. This provision shall not obligate Lessor to accept late rent payments or provide Lessee a grace period. 4. Improvements. No structures or improvements of any kind shall be placed upon the property without the prior written approval of the District Secretary for District Six of Lessor. Any such structures or improvements shall be constructed in a good and workmanlike manner at Lessee's sole cost and expense. Subject to any landlord lien, any structures or improvements constructed by Lessee shall be removed by Lessee, at Lessee's sole cost and expense, by midnight on the day of termination of this Lease and the leased property restored as nearly as practical to its condition at the time this Lease is executed. Portable or temporary advertising signs are prohibited. Lessee shall perform, at the sole expense of Lessee, all work required in the preparation of the leased property for occupancy by Lessee, in the absence of any special provision herein contained to the contrary; and Lessee does hereby accept the leased property as now being in fit and tenantable condition for all purposes of Lessee. Lessor reserves the right to inspect the property and to require whatever adjustment to structures or improvements as Lessor, in its sole discretion, deems necessary. Any adjustments shall be done at Lessee's sole cost and expense. 5. Maintenance. Lessee shall keep and maintain the leased property and any building or other structure, now or hereafter erected thereon, in good and safe condition and repair at Lessee's own expense during the existence of this Lease, and shall keep the same free and clear of any and all grass, weeds, brush, and debris of any kind, so as to prevent the same from becoming dangerous, inflammable, or objectionable. Lessor shall have no duty to inspect or maintain any of the leased property or buildings, and other structures thereon, during the term of this Lease; however, Lessor shall have the right, upon twenty-four (24) hours notice to Lessee, to enter the leased property for purposes of inspection, including conducting an environmental assessment. Such assessment may include: surveying; sampling of building materials, soil, and groundwater; monitoring well installations; soil excavation; groundwater remediation; emergency asbestos abatement; operation and maintenance inspections; and, any other actions which may be reasonable and necessary. Lessor's right of entry shall not obligate inspection of the property by Lessor, nor shall it relieve the Lessee of its duty to maintain the leased property. In the event of emergency due to a release or suspected release of hazardous waste on the property; Lessor shall have the right of immediate inspection, and the right, but not the obligation, to engage in remedial action, without notice, the sole cost and expense of which shall be the responsibility of the Lessee. 6. Indemnification. To the extent provided by law, Lessee shalt indemnify, defend, and hold harmless the Lessor and all of its officers, agents, and employees from any claim, loss, damage, cost, charge, or expense arising out of any act, error, omission, or negligent act by Lessee, its agents, or employees, during the performance of the Lease, except that neither Lessee, its officers, agents, or employees will be liable under this paragraph for any claim, Toss, damage, cost, charge, or expense arising out of any act, error, omission, or negligent act by the Lessor or any of its officers, agents, or employees during the performance of the Lease. When the Lessor receives a notice of claim for damages that may have been caused by the Lessee, the Lessor will immediately forward the claim to the Lessee. Lessee and the Lessor will evaluate the claim and report their findings to each other within fourteen (14) working days and will jointly discuss options in defending the claim. After reviewing the claim, the Lessor will determine whether to require the participation of Lessee in the defense of the claim or to require that Lessee defend the Lessor in such claim as described in this section. The Lessor's failure to promptly notify Lessee of a claim shall not act as a waiver of any right herein to require the participation in or defense of the claim by Lessee. The Lessor and Lessee will each pay its own expenses for the evaluation, settlement negotiations, and trial, if any. 7. Insurance. Lessee at its expense, shall maintain at all times during the term of this Lease, public liability insurance protecting Lessor and Lessee against any and all claims for injury and damage to persons and property, and for the loss of life or property occurring in, on, or about the property arising out of the act, negligence, omission, nonfeasance, or malfeasance of Lessee, its employees, agents, contractors, customers, licensees, and invitees. Such insurance shall be carried in a minimum amount of not less than one million ($ 1,000,000.00 ) for bodily injury or death to any one person or any number of persons in any one occurrence and not less than one million ($ 1,030,000.00 ) for property damage, or a combined coverage of not less than two million ($ 2,000,000.00 ). All such policies shall be issued by companies licensed to do business in the State of Florida and all such policies shall contain a provision whereby the same cannot be canceled or modified unless Lessor is given at least sixty (60) days prior written notice of such cancellation or modification. Lessee shall provide Lessor certificates showing such insurance to be in place and showing Lessor as additional insured under the policies. If self -insured or under a risk management program, Lessee represents that such minimum coverage for Liability will be provided for the leased property. 575-060-33 RIGHT OF WAY oGC - 0Bng Lessor may require the amount of any public liability insurance to be maintained by Lessee be increased so that the amount thereof adequately protects Lessor's interest. Lessee further agrees that it shall during the full term of this Lease and at its own expense keep the leased property and any improvements thereon fully insured against loss or damage by fire and other casualty. Lessee also agrees that it shall during the full term of this Lease and at its own expense keep the contents and personal property located on the leased property fully insured against loss or damage by fire or other casualty and does hereby release and waive on behalf of itself and its insurer, by subrogation or otherwise, all claims against Lessor arising out of any fire or other casualty whether or not such fire or other casualty shall have resulted in whole or in part from the negligence of the Lessor. 8. Eminent Domain. Lessee acknowledges and agrees that its relationship with Lessor under this Lease is one of landlord and tenant and no other relationship either expressed or implied shall be deemed to apply to the parties under this Lease. Termination of this Lease for any cause shall not be deemed a taking under any eminent domain or other law so as to entitle Lessee to compensation for any interest suffered or lost as a result of termination of this Lease, including any residual interest in the Lease, or any other facts or circumstances arising out of or in connection with this Lease. Lessee hereby waives and relinquishes any legal rights and monetary claims which it might have for full compensation, or damages of any sort, including special damages, severance damages, removal costs, or Toss of business profits, resulting from Lessee's loss of occupancy of the leased property, or any such rights, claims, or damages flowing from adjacent properties owned or leased by Lessee as a result of Lessee's loss of occupancy of the leased property. Lessee also hereby waives and relinquishes any legal rights and monetary claims which it might have for full compensation, or damages of any tort as set out above, as a result of Lessee's loss of occupancy of the leased property, when any or all adjacent properties owned or leased by Lessee are taken by eminent domain proceedings or sold under the threat thereof. This waiver and relinquishment applies whether this Lease is still in existence on the date of taking or sale; or has been terminated prior thereto. 9. Miscellaneous. a. This Lease may be terminated by Lessor immediately, without prior notice, upon default by Lessee hereunder, and may be terminated by either party, without cause upon six months ( 180 ) days prior written notice to the other party. b. In addition to, or in lieu of, the terms and conditions contained herein, the provisions of any Addendum of even date herewith which is identified to be a part hereof is hereby incorporated herein and made a part hereof by this reference. In the event of any conflict between the terms and conditions hereof and the provisions of the Addendum(s), the provisions of the Addendum(s) shall control, unless the provisions thereof are prohibited by law. c. Lessee acknowledges that it has reviewed this Lease, is familiar with its terms, and has had adequate opportunity to review this Lease with legal counsel of Lessee's choosing. Lessee has entered into this Lease freely and voluntarily. This Lease contains the complete understanding of the parties with respect to the subject matter hereof. All prior understandings and agreements, oral or written, heretofore made between the parties and/or between Lessee and the previous owner of the leased property and landlord of Lessee are merged in this Lease, which alone, fully and completely expresses the agreement between Lessee and Lessor with respect to the subject matter hereof. No modification, waiver, or amendment of this Lease or any of its conditions or provisions shall be binding upon Lessor or Lessee unless in writing and signed by both parties. d. Lessee shall not sublet the property or any part thereof, nor assign this Lease, without the prior consent in writing of the Lessor; this Lease is being executed by Lessor upon the credit and reputation of Lessee. Acceptance by Lessor of rental from a third party shall not be considered as an assignment or sublease, nor shall it be deemed as constituting consent of Lessor to such an assignment or sublease. e. Lessee shall be solely responsible for all bills for electricity, lighting, power, gas, water, telephone, and telegraph services, or any other utility or service used on the property. f. This Lease shall be governed by the laws of the State of Florida, and any applicable laws of the United States of America. g. All notices to Lessor shall be sent to the address for rent payments and all notices to Lessee shall be sent to: See Addendum IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed, the day and year first above written. By: Title: OMNI Redevelopment District Community Redevelopment Aoencv By: Lessee Pieter Bockweg, Executive Director Print Name Attest: (SEAL) Title: Print Name Approved as to Form and Correctness: Holland & Knight, LLP, CRA Special Counsel Print Name Attest: 575-080-13 RIGHT CIF WAY OGC-08p9 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION District Secretary Gus Pego, P.E. Print Name NamefTitle: Margaret Higgins, Exec. Secretary LEGAL REVIEW: District Counsel Alicia Trujillo, Esq. Print Name EXHIBIT "A" LEGAL DESCRIPTION FOR PARCEL 117 A portion of Block 4 of Alice Boldwln, Jenny M. 0xar and Charles E. Oxor Subdivision Amended, according to the plat thereof, as recorded in Plat Book 8, of Poge 87, of the Public Records of Miami Dade County, Florida, together with a portion of that 10 foot Alley lying within said Block 4 and together with a portion of NW 1st Avenue, lying west of the west line of sold Block 4 and east of the Florida Eost Coost Railway Right of Way, which was closed and vacated as per Records of County Commission dated July 7th, 1908 in Minute Book C, of Page 374 of the Public Records of Miami Dade County, Florida, more particularly described os follows: Commence at the SE. corner of lot 8, in sold Block 4; Thence NO2°18'08"W, along the East line of soid Block 4, for a distance of 5.00 feet to the Point of Beginning of the hereinafter described Parcel; Thence continue NO2°18'08"W, along the previously described East line, for a distonce of 143.68 feet to a point of intersection with the easterly extension of the Southerly face of an existing Building; Thence S87°43'26"W, along the So.utherly face of sold existing Building and its Easterly and Westerly extension, for a distance of 315.97 feet to a point of intersection with the Easterly Right of Way line of the Florida East Coost Railway, sold point being on a circular curve concave to the East and sold point bears N88°49'28"W from the center of sold curve; Thence Southerly, along the Easterly Right of Way Ilne of the Florida East Coost Railway and along the arc of said curve to the left, having a radius of 2814.93 feet and o central angle of 01°42'07" for a distance of 83.62 feet to a point of intersection with the Northerly Right of Way line of State Rood 836 (East-West Expressway) os shown on the Right of Way Map for State Rood 836, as recorded in Road Plat Book 83, at Page 70, of the Public Records of Miami Dade County. Florida; Thence 567°53'19"E, along the Northerly Right of Way line of sold State Rood 836 for 145.21 feet to a point of Intersection with a line 5.00 feet North of and porollel with the South line of Tots 8 and 9 in sold Block 4; Thence N87°46'59"E, along the previously described line, for 187.58 feet to the Point of Beginning. Containing 0.96 acres, more or less. GENERAL NOTES: - Reproductions of this mop are not valid without the signature and original raised seal of the Florida Licensed Surveyor and Mopper in responsible charge. - Lands shown hereon were not abstracted by this office for rights -of -way, easements of record, ownership, abandonments, deed restrictions, of Murphy Act Deeds. This information should be obtained through appropriate verification. - The Bearings shown hereon ore referenced to the North American Datum of 1983. - Additions and/or deletions to survey maps, sketches or reports by any party other than the signing party ore prohibited without the written co rr of the signing party. - This document consists of two (2) sheets and shall be c full, vol i d, and complete unless each sheet Is ott ,' e• • the • er /o /I 2ora U G. ERA JR. DATE OFESSIONAL LAND SURVEYOR FLORIDA CERTIFICATE NO. 5291 FLORIDA DEPARTMENT OF TRANSPORTATION LEGAL DESCRIPTION STATE ROAD N0. 836 MIASII-DAOE COUNTY REVISED SKETCH • LEGAL REVISION C.C.A. BY 10/15/10 DATE BY DATE DRAM CHECKED C.E.A. i1.0. V. 09/09/10 09n•/10 PREPARED BY, MANUEL G. VERA 8 ASsoc. DATA MADE, SEE GENERAL NOTES F.P. N0. 251688-1 SECTION 87200-2401 SHEET 1 OF 2 SEC. TWPRGE. EXIST. L.A. R /W P.B. R.P.A. O.R.B. PG. IC) !P) POC P0B 'SKETCH TO ACCOMPANY LEGAL DESCRIPTION THIS IS NOT A SURVEY tr i I i i L.EGENpi Centerline Monument Parcel Identification Number - Section - Township - Range - Existing - Limited Access - Right -of -Way - Plot Book - Rood Plot Book - Officiol Record - Page - Calculated Dimension - Plotted Dimension - Point 0f Commence - Point Of Beginning 50' w -J 11 z«.v�e %o EXHIBIT NW I4TH STREET, ' NORTH 10' BLOCK 4 CONVEYED TO CITY OF MIAMI 116 BY WARRANTY DEED RECORDED IN O.R.B. 13004, PAGE 284. f z ia�l�-� 15 2 O.MI L O~41 I v�, •1 4 CII- >Z>e I Reg 13 4 OM°01 r ALIO La z1 EXISTING BUILDING 3 • 4 SOUTHERLY FACE OF EXISTING 1BUILDING 4 3 15 9T • -- I1 W 10 4D / / 6 EXISTING BUILDING 7 • II lA II 0 Ca 9 8 , POB SraTt 1 Tno • NW 1 RDI T. __N 87°46▪ 'S9" E 187.58' POC S q� Np [1 87°46'S9" E 3TH STREET 111 z ..J F- w • co o 0 0 AO z N 02°18'08 25' COO o I' n1 O z (PEW 836 Rry 83' PG. EfNE ppR4-SsII/4 a z REMAINDER 1.82 ACRES PARCEL AREA 0.96 ACRES z N Cc LiJ 0 0 z J w w Q a J ' za N� ti IMO AL ICE BALDWIN, JENNY M. OXAR AND CHARLES E. OXAR SUED I VI SI ON AMENDED P.B. 8, PG. 87 0 4 80 160 240 Scales I"•8' FLORIDA DEPARTMENT OF TRANSPORTATION SKETCH TO ACCOMPANY LEGAL DESCRIPTION • STATE ROAD NO. 836 MIAMI-DADE COUNTY REVISED SKETCH A LEGAL C.E.A. I OII 5110 BY DATE gwool G.E.A. 09/09/10 PREPARED PI MANUEL G. YERA 8 ASSOC. DATA SOURCE. SEE GENERAL NOTES ON SHEET I REVISION BY DATE CHECKED Y.G.Y. OI#O 10 F.P. NO. 251688-1 SECTION 87200-2401 SHEET 2 OF 2 ADDENDUM TO LEASE AGREEMENT (Florida Department of Transportation) Item/Seg No.: Sec/Job No. SR No.: County: Parcel No. : 2516881 N/A 1-395 Miami -Dade 117 THIS ADDENDUM is to that certain lease agreement dated day of 20 (the "Lease ") by and between the Omni Redevelopment District Community Redevelopment Agency, a public agency created pursuant to Section 163.356, Florida Statutes (the "Lessee") and the State of Florida Department of Transportation (the "Lessor"). In addition to the provisions contained in the Lease, the following terms and conditions shall be deemed to be part of the Lease: 1. Property and Term. Section 1 of the Lease is hereby deleted and replaced with the following: "Lessor does hereby lease unto Lessee the property described in Exhibit "A" attached hereto and made a part hereof, for a term commencing on the date that Lessor delivers physical possession of the Property to Lessee (upon completion of the improvements described in Section 8 of the Addendum to the Purchase Agreement between Lessor and Lessee Paragraph 5 herein) and ending six (6) months after written notice to Lessee that Lessor is ready to clear the right-of-way for the 1-395 Project but in no event shall Lessor provide notice of termination within the first eighteen (18) months of the execution of the Lease (i.e., the minimum term shall be twenty-four (24) months). Lessor shall diligently pursue completion of the improvements described in Section 8 of the Addendum to the Purchase Agreement." 2. Use. Notwithstanding the provisions of Section 2 of the Lease, Lessee may utilize the leased property as a parking lot, for a construction staging area and for storage of equipment. If the property is utilized for any other purpose by Lessee, Lessor may terminate the Lease if not cured within thirty (30) days of written notice from Lessor to Lessee. 3. Environmental Issues. Notwithstanding to the contrary contained in Section 2 of the Lease, and Lessee's limitations pursuant to section 768.28, Florida Statutes, Lessee shall be responsible for any activities in any way involving hazardous materials or substances of any kind whatsoever arising from and after the date of the Lease as a result of actions by, through or under Lessee. Lessee shall be responsible for the performance of and payment of any environmental remediation that may be necessary under applicable law as a result of actions by, through or under the Lessee arising from and after the execution of the Lease. ADDENDUM TO LEASE AGREEMENT (Florida Department of Transportation) Item/Seg No.: Sec/Job No. SR No.: County: Parcel No. : 2516881 N/A 1-395 Miami -Dade 117 4. Rent. Lessor and Lessee agree and acknowledge that notwithstanding anything to the contrary contained in the Lease, the rent shall be $1.00 for the term of the Lease triple net with the Lessee being responsible for all taxes, maintenance, insurance and other costs associated with the leased property with no right on the part of the Lessor to review and adjust the rental fee during the Lease term. 5. Improvements. Notwithstanding anything to the contrary contained in Section 4 of the Lease, Lessee acknowledges that promptly upon acquiring the leased property from Lessor, Lessor shall make the necessary arrangements to proceed to demolish the existing improvements located on the leased property as provided in Section 8 of the Addendum to the Purchase Agreement between Lessor and Lessee. Lessor shall perform such work in a manner to minimize interference with Lessee's use of Lessee's adjacent property during the time that the improvements are being demolished to the extent reasonably possible; and as long as the same does not increase the cost of Lessor's work therein. 6. Indemnification. Section 6 of the Lease is subject to the limitations of Section 768.28, Florida Statutes. 7. Insurance. Section 7 of the Lease is hereby modified to provide that any insurance obtained by Lessee shall provide that it cannot be cancelled or modified unless Lessor is given at least thirty (30) days prior written notice of such cancellation or modification. Further, Lessor acknowledges and agrees that Lessee shall not be required to insure any improvements located on the leased property for Toss or damage by fire or other casualty or insure any personal property of Lessee located on the leased property. 8. Sublease. Lessor acknowledges and agrees that Lessee may enter into a revocable license agreements that can be cancelled on not more than thirty (30) days prior written notice without obtaining the approval of Lessor, as long as the use is consistent with Lessee's permitted uses under this Lease. Any such use of the leased property shall be given written notice of the Lessor's termination rights and waive any claims against Lessor regarding such termination. 9. Notices. All notices, consents, approvals, waivers and elections which any party shall be required or shall desire to make or give under this Lease shall be in writing and shall be sufficiently made or given only when hand delivered, telecopied, or mailed by certified mail, return receipt requested, with proper postage affixed, addressed: 2 ADDENDUM TO LEASE AGREEMENT (Florida Department of Transportation) As to Seller: with a copy to: As to Buyer: Item/Seg No.: Sec/Job No. SR No.: County: Parcel No. : 2516881 N/A 1-395 Miami -Dade 117 Mr. Pieter Bockweg Executive Director Omni Redevelopment District Community Redevelopment Agency 49 NW 5th Street, Suite 100 Miami, Florida 33128 Fax: 305-679-6836 Holland & Knight LLP 701 Brickell Avenue Suite 3000 Miami, FL 33131 Attn: William R. Bloom, Esq. Telephone: 305-789-7712 Fax: (305) 789-7613 Florida Department of Transportation Right of Way Administration 1000 NW 111 Avenue Miami, Florida 33172 Attn: Property Mgmt, Room 6105B Fax: (305) 499-2340 or to such other address as any party hereto shall designate by like notice given to the other parties hereto. Notices, consents, approvals, waivers and elections given or made as aforesaid shall be deemed to have been given and received when hand delivered, upon receipt of the telecopy or on the date of receipt or date delivery is refused if mailed by certified mail, return receipt requested. Fax addresses are for convenience only and do not constitute proper notice. ADDENDUM TO LEASE AGREEMENT (Florida Department of Transportation) Item/Seg No.: Sec/Job No. SR No.: County: Parcel No. : 2516881 N/A 1-395 Miami -Dade 117 10. Maintenance. Lessee shall maintain the property as currently maintained. Lessee shall not be required to make any capital improvements to the Property or repave the Property. 11. Ratification. Except as herein modified Buyer and Seller ratify and reaffirm all terms and provisions of the Lease. 12. Conflict. In the event of a conflict between the terms and provisions of the Lease and this Addendum, this Addendum shall control. IN WITNESS WHEREOF, Buyer and Seller have executed this Addendum as of the date first above written. Signed, sealed and delivered in the presence of: LESSEE: LESSOR: By: By: Pieter Bockweg Gus Pego, P.E. Executive Director District Secretary Attest: Attest: Name: Title: Approved as to Form and Correctness: Legal Review Margaret Higgins Executive Secretary By: By: Holland & Knight LLP Alicia Trujillo, Esq CRA Special Counsel District Chief Counsel CRA ADDENDUM P.117 (Rev3) 4 #9900598_v2