HomeMy Public PortalAbout2013-29 Approving second amendment to lease agreement between VKB and the School Board of MDCRESOLUTION NO. 2013-29
A RESOLUTION OF THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA, APPROVING
THE SECOND AMENDMENT TO LEASE AGREEMENT BY
AND BETWEEN THE VILLAGE OF KEY BISCAYNE,
FLORIDA, AND THE SCHOOL BOARD OF MIAMI-DADE
COUNTY, FLORIDA, IN SUBSTANTIALLY THE FORM
ATTACHED AS EXHIBIT "A"; PROVIDING FOR
IMPLEMENTATION; AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS,the Village of Key Biscayne (the "Village"), and the School Board of Miami -
Dade County, Florida, a body corporate and politic existing under the laws of the State of Florida
(the "School Board"), entered into that certain Lease Agreement, dated August 25, 1999 (the
"Lease"); and
WHEREAS, the Village and the School Board are desirous of entering into an amendment
to the Lease by extending the term of the Lease, and amending other terms and conditions of the
Lease, as provided in the Second Amendment To Lease Agreement (the "Lease Amendment") in
substantially the form attached as Exhibit "A" hereto; and
WHEREAS, the Village Council desires to authorize the Village Manager to execute the
Lease Amendment in substantially the form attached as Exhibit "A" hereto; and
WHEREAS, the Village Council finds that this Resolution is in the best interest and welfare
of the residents of the Village.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA, AS FOLLOWS:
Section 1. Recitals Adopted. Each of the above stated recitals are hereby adopted,
confirmed and incorporated herein.
Section 2. Lease Amendment Approved. The Village Council hereby approves the
Lease Amendment in substantially the form attached as Exhibit "A" hereto.
Section 3. Village Manager Authorized. The Village Manager is hereby authorized
to execute the Lease Amendment in substantially the form attached as Exhibit "A" hereto subject
to approval as to form, content, and legal sufficiency by the Village Attorney.
Section 4. Implementation. The Village Manager is hereby authorized to take any and
all necessary action to implement the purposes of this Resolution.
Section 5. Effective Date. This Resolution shall be effective immediately upon
adoption.
PASSED AND ADOPTED this 27th day of August , 201
ATT
ITA H. ALVAREZ, MMC, VILLAGE CLERK
APPROVED AS TO FORM AND LEGAL SUFFICIEN
VILLAGE ATTO
2
FRANKLIN L . CAPLAN
SECOND AMENDMENT TO LEASE AGREEMENT
THIS SECOND AMENDMENT TO � AGR AE "Second
Amendment") is made and entered into this day of 2013, by
and between THE SCHOOL BOARD OF MIAMI-DADE COUN FLORIDA, a body
corporate and politic existing under the laws of the State of Florida (hereinafter referred to
as the "Lessor"), and the VILLAGE OF KEY BISCAYNE, a municipal corporation of the
State of Florida (hereinafter referred to as the "Lessee"). The Lessee and Lessor are
sometimes referred to in this Second Amendment individually as "Party" and collectively as
"Parties".
WITNESSETH
WHEREAS, Lessor and Lessee entered into that certain Lease Agreement dated
January 1, 1994 (the "Agreement"), for Lessee's use of the playfield area at Key Biscayne
K-8 Center (f/k/a Key Biscayne Elementary School) (the "School"), located at 150 W.
McIntyre Street, Key Biscayne, Florida, for recreational purposes (the "Demised
Premises"); and
WHEREAS, Lessor and Lessee entered into that certain Lease Amendment, dated
as of August 25, 1999; and
WHEREAS, Lessor and Lessee are desirous of entering into this Second
Amendment to extend the term of the Agreement, and amend other terms and conditions
of the Agreement, as provided below; and
WHEREAS, The School Board of Miami -Dade County, Florida has authorized this
Second Amendment in accordance with Board Action No. 116,512, at its meeting of
August 7, 2013.
NOW, THEREFORE, for and in consideration of the conditions and covenants
hereinafter contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
1. The foregoing recitals are true and correct and are incorporated herein by
reference.
2. Article II (TERM OF LEASE AGREEMENT) of the Agreement is amended to
add the following paragraph:
"The term of this Agreement shall be extended from January 1, 2014 through
December 31, 2023. In addition, said term may be further extended subject
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to the consent of the Lessor for one (1) additional term of ten (10) years,
upon the same terms and conditions, provided Lessee gives written notice to
the Lessor of its desire to extend the lease term no later than ninety (90)
days prior to the expiration of the then current term."
3. Article XVII (NOTICE AND GENERAL CONDITIONS) of the Agreement is
hereby deleted and replaced with a new Article XVII that shall read as
follows:
"A. All notices or communications under this Agreement by either Party to
the other shall be sufficiently given or delivered if dispatched by (1) certified
U.S. mail, postage pre -paid, return receipt requested, (2) hand delivery, (3)
Federal Express or other comparable overnight mail service, (4) telephone
facsimile transmission with transmission receipt, or (5) electronic mail to the
following addresses, or as the same may be changed in writing from time to
time:
In the case of notice or communication to the Lessor:
The School Board of Miami -Dade County, Florida
c/o Superintendent of Schools
School Board Administration Building
1450 N.E. Second Avenue, Room 912
Miami, Florida 33132
Fax: 305-995-1488
With a copy to:
Miami -Dade County Public Schools
Planning, Design and Sustainability
Attention: Deputy Chief Facilities and Eco-Sustainability Officer
1450 N.E. Second Avenue, Room 525
Miami, Florida 33132
Fax: 305-995-4760
E-mail: arijo c(�dadeschools.net
With a copy to:
The School Board of Miami -Dade County, Florida
School Board Attorney's Office
1450 NE 2nd Avenue, #400
Miami, FL 33132
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Attn: School Board Attorney
Fax: 305-995-1412
E-mail: Walter.Harvey@dadeschools.net
In the case of notice or communication to the Lessee:
Village of Key Biscayne, Florida
Attn: Village Manager
88 West McIntyre Street
Key Biscayne, Florida 33149
Phone: (305) 365-5514
With a copy to:
Stephen J. Helfman, Esq.
Weiss Serota Helfman Pastoriza Cole & Boniske, P.L.
VILLAGE Attorneys
2525 Ponce de Leon Blvd.
Suite 700
Coral Gables, FL 33134
Phone: (305) 854-0800
Facsimile:(305)854-2323
B. Title and paragraph headings are for convenient reference and are not
intended to confer any rights or obligations upon the Parties to this
Agreement.
C. For purposes of this Agreement, the Superintendent of Schools or
his/her designee shall be the party designated by the Lessor to grant or deny
any and all approvals required under this Agreement, including, without
limitation, establishing use schedules, modifying the areas or periods of use,
amending or modifying Exhibit "A", placing the Lessee in default, and
reviewing and approving all matters relating to the Lessee's construction of
improvements on the Demised Premises, if any. The Superintendent of
Schools or his/her designee shall also be the party designated by the Lessor
to grant or deny any approvals required by this Agreement for the renewal,
cancellation and/or termination of this Agreement as provided herein.
D. Except as otherwise provided in this Agreement, any Notice shall be
deemed received only upon actual delivery at the address set forth above.
Notices delivered after 5:00 PM (at the place of delivery) or on a non -
business day, shall be deemed received on the next business day. If any
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time for giving Notice contained in this Agreement would otherwise expire on
a non -business day, the Notice period shall be extended to the next
succeeding business day. "Day" as used in this Agreement shall be defined
as calendar day, unless otherwise provided. Counsel for the Lessor and
counsel for the Lessee may deliver Notice on behalf of the Lessor and the
Lessee, respectively. Any party or other person to whom Notices are to be
sent or copied may notify the other parties of any change in name or address
to which Notices shall be sent by providing the same pursuant to this
provision."
4. Exhibit "A" to the Agreement is hereby replaced with the revised Exhibit "A"
attached hereto and made a part hereof.
5. A new Article XXVIII entitled LEGAL FEES AND COURT COSTS is hereby
created and shall read as follows:
"In the event of any litigation between the Parties under this Agreement, each
Party shall be responsible for its own attorney's fees and court costs through
trials and appellate levels. The provisions of this paragraph shall survive the
expiration or early termination or cancellation of this Agreement."
6. A new Article XXIX entitled FLORIDA PUBLIC RECORDS LAWS; AUDITS
AND INSPECTIONS &ACCESS TO RECORDS is hereby created and shall
read as follows:
"This Agreement shall be subject to Florida's Public Records Laws, Chapter 119,
Florida Statutes. The parties understand the broad nature of these laws and agree
to comply with Florida's Public Records Laws and laws relating to records retention.
The Lessee acknowledges and accepts the authority of the Lessor to request and
authorize audits, inspections, and reviews, including, but not limited to, the authority
to access the Lessee's records, its legal representatives' and contractors' records
and the obligation of the Lessee to retain and to make those records available upon
request, and in accordance with all applicable laws. The Lessee shall keep records
to show its compliance with this Agreement. In addition, the Lessee's contractors
and subcontractors must make available, upon the Lessor's request, any books,
documents, papers and records which are directly pertinent to this specific
Agreement for the purpose of making audit, examination, excerpts, and
transcriptions.
The Lessee, its contractors and sub -contractors shall (a) retain all records for five
(5) years after the completion of construction work, if any, at the Demised Premises;
and (b) the Lessee shall retain records for five (5) years after the expiration, early
termination or cancellation of this Agreement.
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The Lessee shall incorporate this provision into every contract that it enters into
relating to the Demised Premises."
7. A new Article XXX entitled USE OF FACILITY AS A REVENUE
GENERATOR is hereby created and shall read as follows:
"The Lessor shall at all times retain the exclusive right to be the sole authorizer and
recipient of revenue generators, in compliance with the Lessor's Policies, rules and
regulations, relating to the Demised Premises, including, without limitation, third party
advertising or installation of wireless telecommunications facilities, provided such
endeavors do not unreasonably interfere with the Lessee's rights to peaceful
enjoyment of the Demised Premises."
8. A new Article XXXI entitled REPRESENTATIONS is hereby created and
shall read as follows:
"The Lessee is a municipal corporation under the State of Florida pursuant,to Florida
Statutes, and the Lessee has full power, to execute; `deliver, and perform its
obligations under this Agreement, as amended'. `
The execution and delivery of this Agreement, and the performance by.the Lessee of
its obligations under this Agreement, have been duly authorized by all necessary
actions of the Lessee, and do not contravene or conflict with any rules, regulations,
policies or laws governing the Lessee, or any other agreement binding on the Lessee.
The individual(s) executing this Agreement on behalf of the Lessee has/have full
authority to do so.
The Lessor is a body corporate and politic existing under the laws of the State of
Florida, and the Lessor has full power to excute, deliver, and perform its obligations
under this Agreement, as amended. The execution and delivery of this Agreement,
and the performance by the Lessor of its obligations under this Agreement, have been
duly authorized by all necessary actions of the Lessor, and do not contravene or
conflict with any rules, regulations, policies or laws governing the Lessor, or any other
agreement binding on the Lessor. The individual(s) executing this Agreement on
behalf of the Lessor has/have full authority to do so."
9. A new Article XXXII entitled SUBORDINATION is hereby created and shall
read as follows:
"This Agreement is and shall be subject and subordinate to any conveyance and
ground or underlying leases, and the rights of the Lessor under those leases and to
all financing that may now or hereafter affect the leases or the Demised Premises,
and to all renewals, modifications, consolidations, replacements and extensions
thereof. This provision shall be self -operative and no further instrument of
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subordination shall be necessary. However, in confirmation of this subordination,
the Lessee shall execute promptly any certificate that the Lessor may request."
10. All other terms and conditions of the Agreement shall remain unchanged.
IN WITNESS WHEREOF, the Lessor and Lessee have caused this Second
Amendment to be executed by their respective and duly authorized officers the day and
year first hereinabove written.
LESSEE:
VILLAGE OF KEY BISCAYNE
ATTEST:
/Xe,
illage Clerk
TO THE LESSEE: APPROVED AS TO
FORM AND LEGAL SUFFICIENCY:
Village Attorney
LESSOR:
THE SCHOOL BOARD OF MIAMI-DADE
COUNTY, FLORIDA
By:
o M. Carvalho
Superintendent of Schools
Date: $ f I u (l'3
TO THE LESSOR: APPROVED AS TO
FORM AND LEGAL SUFFICIENCY:
School Board Attor
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