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Home My Public Portal About2002-42 Approving Amendment to lease re_ 85 West Enid DriveRESOLUTION NO. 2002-42 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, APPROVING AMENDMENT TO LEASE BETWEEN MIAMI-DADE COUNTY AND THE VILLAGE OF KEY BISCAYNE; AUTHORIZING VILLAGE MANAGER TO EXECUTE THE AMENDMENT TO LEASE ON BEHALF OF THE VILLAGE; AUTHORIZING VILLAGE MANAGER TO TAKE ALL ACTION NECESSARY TO IMPLEMENT THE AMENDMENT TO LEASE; AUTHORIZING VILLAGE MANAGER AND VILLAGE ATTORNEY TO TAKE ALL ACTION NECESSARY TO ENTER INTO THE AMENDMENT TO LEASE; PROVIDING FOR EFFECTIVE DATE. WHEREAS, the Village of Key Biscayne (the "Village") desires to amend that certain Retroactive Lease A greement e ntered i nto b etween M iami-Dade C ounty ("Landlord") a nd t he Village on September 7, 1993 (the "Original Lease") with respect to that certain real property located at 85 West Enid Drive, Key Biscayne; and WHEREAS, the Village Council finds that the approval of the Amendment to the Lease amending the Original Lease is in the best interest of the Village. NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, AS FOLLOWS: Section 1. That the Amendment to Lease (the "Lease Amendment"), in substantially the form attached hereto, between the Village and Landlord is hereby approved and the Village Manager and Village Clerk are authorized to execute such Lease Amendment, in their respective capacities, on behalf of the Village, once approved by the Village Attorney as to form and legal sufficiency. Section 2. That the Village Manager is authorized to take all action necessary to implement the Lease Amendment. Section 3. That the Village Manager and Village Attorney are hereby authorized to execute all documents necessary to enter into the Lease Amendment. Section 4. That this resolution shall become effective upon its adoption. PASSED AND ADOPTED this 10th day of September, 2002. 10417 CHITA H. ALVAREZ, CMC, VILLAG APPROVED AS TO FORM AND LEGAL SUF \,_ (' RICHARD JAY WEISS, VILLAGE ATTORNEY F:\l0\103001\Resolution Approving Amendment to Lease.doc 2 MAYOR JOE I. RASCO OFF. REC OK. 2�738pGg9 Prepared by: Elaine M. Cohen, Esq. Weiss Serota Heffman Pastoriza & Guedes, P.A. 2665 South Bayshore Drive Suite 420 Miami, Florida 33133 AMENDMENT TO LEASE 02R651072 2002 OCT 21 15:15 OOCSTPDEE 0.60 Si1RTX 0.45 HARVEY RUVIN, CLERK DADE COUNTY, FL 11- THIS AMENDMENT TO LEASE (this "Amendment") made this ) , day of Cal -_&64,,,,, 2002, by and between VILLAGE OF KEY BISCAYNE, a municipal corporation of the State of Florida, hereinafter referred to as the "TENANT", and MIAMI-DADE COUNTY, a political subdivision of the State of Florida, herein referred to as the "LANDLORD" WITNESSETH: WHEREAS, by Resolution No. R-1275-93, ratified by the Board of County Commissioners on October 5, 1993, the Board authorized a Lease between the above named parties for that certain property located at 85 West Enid Drive, Key Biscayne, Florida legally described on Exhibit "A" attached hereto (the "Property"); WHEREAS, Landlord and Tenant entered into a Retroactive Lease Agreement on September 7, 1993 for the Property (the "Lease"); and WHEREAS, by Resolution No. 2002-42, adopted September 10, 2002, the Board of County Commissioners has authorized the amending of the Lease; NOW, THEREFORE, in consideration of the restrictions and covenants herein contained, it is agreed that the said Lease is hereby amended as follows: 1. Term. The term for the Lease shall be reduced from a thirty (30) year term to a fourteen (14) year term commencing June 15, 1993 and terminating June 14, 2007. 2. Demolition. The Landlord and Tenant have agreed that Tenant can demolish the existing improvements presently located on the Property, at the expense of the Tenant. The demolished improvements will be replaced with a municipal motor vehicle parking lot and access road into West Enid Drive. 3. Grant of Option. The Landlord hereby grants to Tenant the irrevocable exclusive right, privilege and option ("Option") to purchase the Property at any time before expiration of the term of the Lease (the "Option Period") for a purchase price equal to the "Fair Market Value" of the Property as determined in accordance with the provisions of Section 6 below, upon the terms and conditions hereinafter set forth. UFF. REC 8K. 20738P64950 4. Option Consideration. The Option to purchase the Property is granted in consideration of One Hundred Dollars ($100.00) paid by Tenant to Landlord upon the execution of this Agreement, receipt of which is hereby acknowledged by the Landlord. 5. Exercise of Option. Exercise of the Option herein granted shall be by written notice thereof given by Tenant to Landlord (the "Option Exercise Notice") in the manner provided herein during the term of the Option Period. The purchase of the Property by Tenant shall be closed within ninety (90) days of the date of such notice upon terms and conditions consistent with the then current FAR/BAR Contract for Sale and Purchase provided, however, Tenant shall be responsible to pay all closing costs. The deed to the Property shall be in the form prescribed in Florida Statutes Section 125.411. The Property will be purchased in its "as -is" condition as of the date of closing. 6. Fair Market Value. Landlord and Tenant shall each obtain appraisals of the fair market value of the Property as if vacant and unimproved (the "Fair Mu_ let Value") within forty-five (45) days following the date the Option Exercise Notice is given to Landlord. Pursuant to the terms of this Amendment, Tenant intends to demolish the existing improvements presently located on the Property and to improve the Property with a municipal parking lot. Landlord and Tenant specifically acknowledge and agree that the Fair Market Value of the Property shall be determined as if the Property was vacant and unimproved with such parking lot and other improvements made to the Property by the Tenant during the term of the Lease. The Fair Market Value for the Property shall then be negotiated between Landlord and Tenant based upon the appraisals obtained by Landlord and Tenant. If the Fair Market Value cannot be negotiated between the parties within sixty (60) days following the date the Option Exercise Notice is given to Landlord, then a review appraiser as mutually selected by Landlord and Tenant shall conduct a review appraisal of the two original appraisals and such review appraiser's determination of the Fair Market Value shall be conclusive and binding on the parties. Appraisals hereunder shall be made by appraisers who (i) hold the MAI or comparable designation, (ii) are members of the American Institute of Appraisals and (iii) have not less than 10 years' experience in appraising properties in Miami -Dade County, Florida. 7. Prevailing Party Attorneys' Fees. In the event either Landlord or Tenant shall be required to institute any litigation to enforce any of its rights hereunder, the prevailing party shall be entitled to recover from the unsuccessful party all costs incurred in connection therewith, including, but not limited to, all court costs and reasonable attorney's fees and costs, whether incurred in a court of original or appellate jurisdiction. 8. Notice. When either of the parties desires or is required to give notice to the other in connection with the Option, including the exercise thereof, such notice shall be in writing and shall be given in accordance with the provisions of Article XVIII of the Lease. 9. Landlord as Fee Simple Title Holder. Landlord represents to Tenant that Landlord i s t he o wner i n fee s imple o f t he P roperty and Landlord h as full p ower and authority to grant the Option as set forth in this Option Agreement. urt. NU WI 2�738pGI4951 10. Removal of Tenant's Personal Property. If the Tenant has not purchased the Property by the end of the term of this Lease, TENANT shall upon notice from Landlord, remove at its sole cost and expense all of the personal property, if any, belonging to Tenant. In all other respects the said Lease shall remain in full force and effect in accordance with the terms and conditions specified therein. IN WITNESS WHEREOF, the Landlord and Tenant have caused this Amendment to Lease to be executed by their respective and duly authorized officers the day and year first above written. TENANT: VILLAGE OF KEY BISCAYNE, a Florida municipal corporation Approved as to legal form and sufficiency: By: ,I.-Nct (Aka" - Village Attorney eline Menend' ge Manager OF f. REC PK. 20738PC4952 LANDLORD: ATTEST: HARVEY RUVIN, CLERK Approved -by County Attorney as to form and legal sufficiency: MIAMI-DADE COUNTY FLORIDA BY ITS BOARD OF COUNTY COMMISSIONERS By: Steve Shiver County Manager known to me or has produced a driver's license as identification o`.ryPublic, S My Commission Expires: KENNETH F. GULDSTRAND MY COMMISSION » t:c 8773.13 EXP!-,ES jatithini 18, 2O' 4 n°`. Jar ited Thou Notary Pi.utic itnderonters F:\ 103001\AMENDMENT TO OLD POLICE STATION LEASE.doc OF AF[BA. 20738pGt,953 STATE OF FLORIDA )SS COUNTY OF MIAMI-DADE foregoing instrument was acknowledged before me this day of 2002, by Jacqueline Menendez, as Village Manager of the Village of Key Biscayne, a Florida municipal corporation, he capacity aforest4e. ; uch person is personally known to me or has produced a riv 's license a ident My Commission Expires: STATE OF FLORIDA )SS COUNTY OF MIAMI -DARE _.&i —Notary Public, State of Florida h11: a ".' 7,7i .:; iceAT • F FL IDA DA. ; •; 1� The foregoing instrument was acknowledged before me this J day of Oi* , 2002, by Steve Shiver, County Manager of Miami -Dade County, Florida by its Board of County Commissioners, in the capacity aforestated; suchQerson is personally -- lorida OFF. AfCBp. 2O738PGt954 EXHIBIT "A" Tract A, Less the East 179 feet thereof, of BISCAYNE KEY ESTATES, according to the Plat thereof, recorded in Plat Book 50, at Page 61, of the Public Records of Miami -Dade County, Florida. rECOMIDINOFFICIALgrembigliktere OFDAOECOUNTY, FLORIDA. RECORD VERIFIED HARVE RUVIN CLERK CIRCUIT COURT