RESOLUTION 91-20356 RESOLUTION NO. 91-20356
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA, APPROVING AN
EXCHANGE AGREEMENT BETWEEN THE CITY OF MIAMI
BEACH AND RABBI ALEXANDER S. GROSS HEBREW
ACADEMY OF GREATER MIAMI, INC. FOR THE
EXCHANGE OF THE HEBREW ACADEMY PROPERTY
LOCATED AT 2425 PINETREE DRIVE, FOR THE CITY
PROPERTY LOCATED ALONG PINETREE DRIVE BETWEEN
THE EXISTING HEBREW ACADEMY AND THE SCOTT
RAKOW YOUTH CENTER; DECLARING THE CITY
PROPERTY TO BE SURPLUS TO THE NEEDS OF THE
CITY OF MIAMI BEACH, AND AUTHORIZING THE MAYOR
AND CITY CLERK TO EXECUTE THE EXCHANGE
AGREEMENT, THE LEASE AGREEMENTS AND ALL OTHER
DOCUMENTATION REQUIRED TO IMPLEMENT THE
TRANSACTION.
WHEREAS, the Hebrew Academy is the owner of improved property
situated in the City of Miami Beach, Dade County, Florida, located
at 2425 Pinetree Drive and known as the "Fanna Holtz High School"
(the "Hebrew Academy Property") ; and
WHEREAS, the City of Miami Beach is the owner of unimproved
property also situated in the City of Miami Beach, Dade County,
consisting of approximately 3 . 87 acres located along Pinetree Drive
between the existing Hebrew Academy and the Scott Rakow Youth
Center (the "City Property") ; and
WHEREAS, on June 7 , 1989, the City Commission of the City of
Miami Beach approved in concept an exchange of the City Property
for the Hebrew Academy Property; and
WHEREAS, the concept was incorporated in the City' s 1989
Comprehensive Plan; and
WHEREAS, the City of Miami Beach Commission finds that the
City Property owned by it is no longer necessary for public
purposes and wishes to declare the property surplus to the needs of
the City of Miami Beach.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE CITY COMMISSION OF
THE CITY OF MIAMI BEACH as follows:
1) The City Commission hereby approves the
attached Exchange Agreement between the City
and the Hebrew Academy for the exchange of the
Hebrew Academy Property located at 2425
Pinetree Drive for the City Property
consisting of approximately 3 . 87 acres located
along Pinetree Drive between the existing
Hebrew Academy and the Scott Rakow Youth
Center.
2) The unimproved City of Miami Beach Property
consisting of approximately 3 . 87 acres located
along Pinetree Drive between the existing
Hebrew Academy and the Scott Rakow Youth
Center is hereby declared to be surplus to the
needs of the City of Miami Beach.
3) The Mayor and City Clerk are hereby authorized
to execute the attached Exchange Agreement and
Lease Agreements and any and all documentation
necessary to implement the transactions
referred to in the Exchange Agreement.
ADOPTED this 11th day of September 1991,
410. VICE-MAYOR
ATTEST:
iot\r, 10 vii\AA, _
CITY CLERK
PNB: lm FORM APPROVED
LEGAL DEPT.
C:\resolulti\hebrew.aca
September 4, 1991 By��9/.
Date 9/5/y1
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M� 8'e,, FLORIDA 3 3 1 3 9
*iINCOR fUTED}}
l• VAC A TIONLAN1) U. S. A.
a N 26 -�
•OFFICE OF THE CITY MANAGER CITY HALL
1700 CONVENTION CENTER DRIVE -
I TELEPHONE: 673-7010
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COMMISSION MEMORANDUM NO.--- /-7/
DATE: Sept. 11, 1991
TO: Mayor Alex Daoud and
Members of the City Commission
FROM: Carla Bernabei Talarico
City Manager
SUBJECT: EXCHANGE AGREEMENT-AND - LEASE-BACK WITH THE- RABBI
ALEXANDER S. GROSS HEBREW ACADEMY OF GREATER MIAMI, INC.
Background
At its meeting of June 7, 1989, the City Commission authorized the
City Administration to negotiate an agreement with the Hebrew
Academy for the proposed exchange of 3 . 87 acres of land of the Par
Three Golf Course property for the Hebrew Academy' s five-story
building. The proposed exchange agreement was to then be submitted
to the City Commission for approval.
Terms and Conditions
1. Exchange: The City agrees to exchange the City property for
the Academy property, and the Academy agrees to exchange the
Academy property for the City property.
2 . Title: Subsequent to the date of this agreement, the owners
contemplate the issuance of an owners ' title insurance policy
for the City and the Academy with respect to each property be
acquired.
3 . Appraisals: The existing appraisals will be updated and
another appraisal for the properties will be obtained prior to
closing.
4 . Purchase Price: Purchase price for each property shall be an
..,
even exchange of the other property in its "as-is" condition.
5. Conveyance: The conveyance of title from each party to the
other shall be by special Warranty Deed, free and clear of all
encumbrances and liens of whatever nature.
6. Lease Back of Properties Excluded' Parcel: The parties agree
to execute at the closing a lease which provides for the
lease-back of the Academy property to the Academy and the City
property back to the City which shall exclude a parcel of land
within the boundaries of the City property to be designated by
the Academy. The Academy may be conveying or leasing the
excluded parcel to the Daughters of Israel, Inc. , for use as
a mikvah site. This transaction will enable the Daughters of
Israel, Inc. , to relocate the mikvah which is currently
situated in the Cobb Development Parcel in the South Pointe
Redevelopment area.
LAND USE AND DEVELOPMENT COMMITTEE RECOMMENDATION
Land Use and Development Committee, at its meeting on August 27,
1991, voted to recommend to the City Commission that the Resolution
authorizing the Exchange Agreement and Lease-Back with the Rabbi
Alexander S. Gross .Hebrew Academy of Greater Miami, Inc. , be
approved and adopted.
CBT:WHH:ap
AGENDA
EXCHANGE AGREEMENT
This Exchange Agreement ("Agreement") is made and entered into
this dayof C. c_It� .�e.�-
, 1991 by and between City of
Miami Beach, a Florida municipal corporation (the "City") and
Greater Miami Hebrew Academy d/b/a Rabbi Alexander S. Gross Hebrew
Academy of Greater Miami (the "Academy") , a Florida non-profit
corporation.
WHEREAS, the Academy is the owner of certain property situated
in Miami Beach, Dade County, Florida, described in Exhibit "A"
hereto, together with improvements thereon, if any (the "Academy
Property") ; and
WHEREAS, the City is the owner of certain property situated in
Miami Beach, Dade County, Florida described in Exhibit "B" hereto,
together with improvements thereon, if any (the "City Property") ;
and
WHEREAS, the Academy has a need for and desires to acquire the
City Property and the City has a need for and desires to acquire
the Academy Property; and
WHEREAS, the Academy has offered to exchange the Academy
Property for the City Property; and
WFBEREAS, the City Commission approved the exchange in concept
at the City Commission meeting of June 7, 1989; and
WHEREAS, appraisals have been rendered with respect to the
properties, which appraisals show that the two properties are
substantially equal in value; and
DJB\AJ910420
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WHEREAS, the existing appraisals will be updated and another
appraisal for the properties will be obtained prior to closing; and
WHEREAS, the City Commission of the City deems it to be in the
best interests of the City of Miami Beach to accept the offer to
exchange the City Property for the Academy Property and to
effectuate such other transactions as are contemplated by this
Agreement; and
WHEREAS, the parties wish to reduce the terms and conditions
of the exchange to writing.
NOW, THEREFORE, in consideration of the premises as well as
the covenants and agreements herein expressed as well as other good
and valuable consideration, the receipt and adequacy of all of
which is hereby acknowledged, the parties hereby agree as follows:
1. Recitals Incorporated. The foregoing recitals are true
and correct and are hereby incorporated by reference into and made
a part of this Agreement.
2 . Exchange. The City agrees to exchange the City Property
for the Academy Property and the Academy agrees to exchange the
Academy Property for the City Property.
3 . Title. The Academy shall cause to be obtained and
delivered to each party an ALTA current form commitment for title
insurance (the "Title Commitment") for each property, setting forth
the status of title to the properties through a date subsequent to
the date of this Agreement and contemplating the issuance of an
c ner' title insurance policy for the City and the Academy with
respect to each property to be acquired by them. The Title
DJB\AJ91 0420
911024/42 2
rates, without any guarantees and without any exceptions, standard
or otherwise, other than the Permitted Exceptions. Each party
shall have 20 days following receipt of the Title Commitment or
Abstract to examine same and notify the other party in writing of
any valid title defects. If no notice of defects isg iven before
the expiration of said 20 day period, the defects or exceptions
revealed by the Title Commitment or Abstract shall be deemed to be
waived as title objections to closing this transaction; however,
each party may raise as closing objections, any matters first shown
by the update of the Title Commitment or Abstract which may be
obtained prior to closing. If either party gives timely written
notice of defect(s) and the defect(s) render the title other than
as represented in this Agreement, then the other party shall use
reasonable diligence to cause such defects to be cured within the
six (6) month period immediately following
receipt bythe other
party of such objections to title. In that regard, such other
party agrees to remove by payment, bonding or otherwise any lien
against its property capable of removal by the payment of a
liquidated amount. Further, such party shall bring suit, if
necessary, to cure any other defect or buy-out or settle any other
claim or lien against its property. At either party's option, the
six (6) month cure period set forth above may be extended for a
period not to exceed an additional 180 days forur oses of
P P
eliminating any title defects. If such other party does not
eliminate any defects within the six (6) month period, as the same
n i haN:ee been extended, then the party giving the notice of defect
DIB\A)91.04 z<)
911024/ 2 4
shall have the option of either: (i) proceeding with this
transaction and accepting the title "as is", except that such party
may recover from the other party or be paid at closing the amount
of any lien which can be satisfied by a liquidated amount; or,
alternatively (ii) cancelling this Agreement.
4. Purchase Price, The Purchase Price for each property
shall be an even exchange of the other property in its "as is"
condition.
5. Conveyance. The conveyance of title from each party to
the other shall be by Special Warranty Deed, free and clear of all
encumbrances and liens of whatsoever nature, except easements,
reservations, and restrictions of record, applicable zoning
regulations, taxes for current year, any liens of general
application which may be created by pending legislation prior to
passage of title, and other such matters as are specified herein.
6. Lease Back of Properties; Excluded Parcel. The parties
agree to execute at closing the lease attached hereto as Exhi-
bit "C" hereto (the "Academy Lease") which provides for the lease
back of the Academy Property to the Academy pursuant to the terms
set forth in the Academy Lease. The parties agree to execute at
closing the lease attached hereto as Exhibit "D" hereto (the "City
Lease") which provides for the lease back to the City of a
substantial portion of the City Property pursuant to the terms set
forth in the City Lease. The property to be leased back to the
City shall exclude a parcel of land (the "Excluded Parcel") within
the twadiaries of the City Property to be designated by the Academy
D1B\AJ910420
911024142 5
prior to closing which Excluded Parcel is more particularly
identified in Exhibit "E" hereto. The parties acknowledge that
following the closing under this Agreement, the Academy may be
reconveying or leasing the Excluded Parcel to the Daughters of
Israel, Inc. or its designee or assignee for use as a "mikveh" site
pursuant to such terms as the Academy shall approve and negotiate
with the Daughters of Israel, Inc.
7. As Is; Risk of Loss. The properties shall be conveyed
and delivered in its "as is" condition as on the date of this
Agreement, ordinary wear and tear excepted, free of all tenancies
or occupancies other than the lease backs contemplated above.
If either property is damaged by fire or other casualty before
closing, the cost of restoration shall be an obligation of the
current owner thereof and closing shall proceed pursuant to the
terms of this Agreement with restoration costs escrowed at closing.
If either property or any material portion thereof is taken by
eminent domain prior to closing, the party which was to receive the
title to the property which is the subject of condemnation
proceedings shall have the option of either: (i) cancelling this
Agreement, whereupon both parties shall be relieved of all further
obligations under this Agreement, except those obligations set
forth in paragraph 11, or (ii) the party who was to receive title
to the property subject to condemnation proceedings may proceed
with closing in which case it shall be entitled to all condemnation
awards and settlements.
DJB\AJ910420
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8 . Closing. The closing (the "Closing") shall be held at
the offices of the City Attorney on the ninetieth (90th) day after
the date of approval of this Agreement by the City Commission, or
on the next business day thereafter if the ninetieth (90th) day is
not a business day. The Buyer may accelerate the Closing upon
delivery of ten (10) days' prior written notice to the Seller. To
the extent there are any matters which remain unperformed prior to
Closing, same may be waived by Buyer as a condition to Closing and,
in such case, the parties agree to promptly complete any such
unperformed items subsequent to Closing.
9. Closing Expenses. Each party conveying title shall be
responsible for, if applicable, documentary stamps, surtax and
recording charges on the deed conveying title. Each party shall be
responsible for its own attorney's fees and title insurance costs.
10. Improvement Liens. Certified, confirmed or ratified
liens for governmental improvements which are completed as of the
date of Closing, if any, shall be paid in full by the party
conveying title. Certified, confirmed or ratified liens for
governmental improvements which have not been completed as of the
date of Closing, and pending liens for governmental improvements as
of the date of Closing, shall be assumed by the party receiving
title.
11. Brokers. The parties each represent and warrant to the
other that no real estate broker, salesman or finder is involved in
this transaction who will be entitled to any claim or right to a
cc n is;Dion. If a claim for brokerage in connection with this
DIMAJ910420
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transaction is made by any broker, salesman or finder, claiming to
have dealt through or on behalf of one of the parties hereto
("Indemnitor") , Indemnitor shall indemnify, defend and hold
harmless the other party hereunder ("Indemnite.") , and Indemnitee's
officers, directors, agents and representatives, from all
liabilities, damages, claims, costs, fees and expenses whatsoever
(including reasonable attorney's fees and court costs at trial and
all appellate levels) with respect to said claim for brokerage.
The provisions of this paragraph 11 shall survive the Closing and
any cancellation or termination of this Agreement.
12 . Notices. Any notices required or permitted to be given
under this Agreement shall be in writing and shall be deemed to
have been given if delivered by hand, sent by recognized overnight
courier (such as Federal Express) or mailed by certified or
registered mail, return receipt requested, in a postage prepaid
envelope and addressed as follows:
If to the Academy at: Greater Miami Hebrew Academy
d/b/a Rabbi Alexander S. Gross
Hebrew Academy of Greater Miami
2400 Pinetree Drive
Miami Beach, Florida 33140
Attention: Executive Director
with a copy to: David J. Berger, Esq.
Broad and Cassel
175 N.W. 1st Avenue
Suite 2000
Miami, Florida 33128
If to the City at: City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Attention: City Manager
DJBt,FU910420
911024342 8
with a copy to: City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Attention: City Attorney
Notices personally delivered or sent by overnight courier shall be
deemed given on the date of delivery and notices mailed in
accordance with the foregoing shall be deemed given three (3) days
after deposit in the U.S. mails.
13 . Assignment,. This Agreement shall not be assignable in
whole or in part by either party without the prior written consent
of the other party.
14 . Conditions Precedent. The parties' obligation to close
the transaction referred to herein shall be subject to:
a. receipt by the City of updates of the existing
appraisals and an additional appraisal for each of
the properties and, if the updates or the
appraisals or both indicate a variance in the
values of the properties by more than 25%, then the
parties shall negotiate and agree upon an
appropriate adjustment of the equities; and
b. receipt by the City of an environmental report or
of an air quality report from a licensed
engineering firm as to the Academy Property which
report shall disclose that there is no need for any
remedial or other work on the Academy Property
pursuant to any applicable federal or state law or,
if remedial work is indicated, the work shall be
performed at the expense of the Academy prior to
closing.
15. Miscellaneous.
a. This Agreement constitutes the entire agreement
between the parties and may not be modified except
by a written amendment executed by both parties.
This Agreement shall be construed and governed in
accordance with the laws of the State of Florida.
D3F\AJ910420
91.1024442 9
All of the parties to this Agreement have
participated in the negotiation and drafting hereof
and, accordingly, this Agreement shall not be more
strictly construed against any one of the parties
hereto. The parties agree that legal counsel for
one party shall not be conflicted out of
representing that party because of the fact that
such counsel may have in the past represented or
currently represents the other party on one or more
unrelated matters and such representation has been
disclosed to and accepted by both parties who waive
any conflict of interest and requirement for
confidentiality which may otherwise exist.
c. If any term or provision of this Agreement is
determined by an appropriate judicial authority to
be illegal or otherwise invalid, such provision
shall be given its nearest legal meaning or be
construed as deleted as such authority determines,
and the remainder of this Agreement shall be
construed to be in full force and effect.
d. Any controversy or claim for money damages arising
out of or relating to this Agreement, or the breach
hereof, shall be settled by arbitration in
accordance with the Commercial Arbitration Rules of
the American Arbitration Association, and the
arbitration award shall be final and binding upon
the parties hereto and subject to no appeal, and
shall deal with the question of the costs of
arbitration and all matters related thereto. In
that regard, the parties shall mutually select one
arbitrator, but to the extent the parties cannot
agree upon the arbitrator, then the American
Arbitration Association shall appoint one.
Judgment upon the award rendered may be entered
into any court having jurisdiction, or application
may be made to such court for and an order of
enforcement. Any controversy or claim for money
damages arising out of or relating to this
Agreement, or the breach hereof, including any
controversy or claim relating to the right to
specific performance, shall be settled by
litigation and not arbitration. The provisions of
this subparagraph shall survive the closing
coextensively with other surviving provisions of
this Agreement.
e. In construing this Agreement the singular shall be
held to include the plural, the plural shall
include the singular, the use of any gender shall
DJMAJ9.1Q420
911024/t2 10
include every other and all genders, and captions
and paragraph headings shall be disregarded.
f. All of the exhibits attached to this Agreement are
incorporated in, and made a part of, this
Agreement.
g. Time shall be of the essence for each and every
provision hereof.
h. Neither this Agreement nor any memorandum hereof
may be recorded in the public records of Dade
County, Florida.
i. The City desires to enter into this Agreement only
if in so doing the City can place a limit on the
City' s liability for any cause of action for money
damages due to an alleged breach by the City of
this Agreement, so that its liability for any such
breach never exceeds the sum of $10, 000. 00. The
Academy hereby expresses its willingness to enter
into this Agreement with a $10, 000. 00 limitation on
recovery for any damage action for breach of
contract. Accordingly, the Academy hereby agrees
that the City shall not be liable to the Academy
for damages in an amount in excess of $10, 000. 00
for any action for breach of contract arising out
ofthe performance or non-performance of any
obligations imposed upon the City by this
Agreement. The City hereby provides a reciprocal
limitation of liability for damages against the
Academy of $10, 000. 00. The foregoing provisions
shall not preclude an action by the Academy or the
City, as applicable, for specific performance.
DMAJ9104O0
9110a4/fl 11
IN WITNESS WHEREOF, the parties have executed this Agreement
on the date first written above.
CITY OF MIAMI BEACH, a Florida
municipal corporation
, 1 1 "
l • (;) /
Name: -)4- . F\*K z-.-\
Title V‘ci- Vt114,ic,
(As to City) 4Seal)
Nk-k-ect
GREATER MIAMI HEBREW ACADEMY
d/b/a RABBI ALEXANDER S. GROSS
HEBREW ACADEMY OF GREATER MIAMI,
a Florida non-profit corporation
f/)
-*k ( NtN , •
B;r )A 341,,r
Name:
Title:
(As to Academy) (Seal)
FORM APPROVED
LEGAL DEPT.
Date l 41/3/3i
DJBtAJ9 f 9420
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EXHIBIT "A"
Academy Property
Lot 3 , Block 1, FLAMINGO TERRACE ADDITION, as recorded in
Plat Book 34, Page 6 of the Public Records of Dade
County, Florida, addressed as 2425 Pine Tree Drive, Miami
Beach, Florida.
DJBV,1910420
911024/#2 13
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LOCATIONL i',7
SKETCH
SCALE: 1" - 400'
THIS IS A SKETCH OF A LAND SURVEY OF:
A FARM OF LAND LOCATED IN THE S.E. 1/4 OF SECTION 27. TOWNSRI! 53 SOUTH, RANGE 42
EAST, DADE COUNTY, FLORIDA. SAID PARCEL MORE PARTICULARLY DESCRIBED AS FOLLOWS:
Commence (P.O.C.) at a point on the Easterly line of Pine Tree Drive, at a point of
intersection with the Northerly line of West 25th Street extended Vest. as shown on
the Plat of Flamingo Terrace Extension. a subdivision recorded in Plat Book 38, nt
page 61 of the public records of Dade County, Florida and run Due South along an
Assumed Dearing, along the Easterly line of said Pine Tree Drive, a distance of
374.96 feet; thence run Due West across Pine Tree Drive, a distance of 100.00 feet to
the Westerly line of said Pine Tree Drive and the Point of Beginning (P.0,1.) of the
parcel of land hereinafter described; thence continue Due West along the Northerly
line and its extension Easterly, the property occupied by the Greater Miami Hebrew
Academy, located at 2400 Pine Tree Drive, a distance of 295.00 feet; thence run Due
North, a distance of 110.00; thence run Due West, a distance of 40.00 feet; thence
run N.14'28'39"W., a distance of 40,00 feet; thence run Due North, a distance of
46.54 feet; thence run N,t Z' 4'17''E., a distance of 11477'd feet;
Thence run Due Bast. a distance of 174.25 feet to
the Westerly line of said Pine Tree Drive; thence run Due South along the Westerly
line of Pine Tree Drive, a dio•tance of 607.00 feet to the Point of Beginning(P,O.N,).
The Area Described contains V ,"7l square fest. more or less, or 5.87n acres.
more 44 lose_
I SURVEYORS CERTIFICATE:
WE HEREBY CERTIFY: that the "'Sketch of Survey" s
the above
property is true and correct to the best of.our ha
v1. a and hereon fbelief, as recentlydescribed
surveyed under our direction; also that there are no
Visible
e
shown hereon. Examination of the "Abstract of Title" willhavemadeatounls
determine recorded instruments, if any. which may affect this property. This
survey conforms to the minimum technical standards for Land Surveys
Florida, pursuant to Section 472.027, Florida Statutes and to Chaptin the State er 6 of he
Florida Administrative Code, as ?adopted by the Department of Professional Ragulatioe
m;
Board of Land Surveyors. This "Sketch of Survey" is not valid unless the embossed
seal of a Professional Land Survt for, employed by Zurwelle-Whittaker, Inc.. is .
affixed hereon.
ORDER N0. 78325-91
Zu Fla- ittak Inc.
By: ')1 t„4 t./[l� �4'�J-CC/
J s 0. Reeves/President
P. .S. No. 2194, Florida
NOTE'S:
1- The p;{nats ohwn on the property corners have a P.L.A. plug No. 2194 inserted
ito Jiht t 4r oaf tech.
2- The Norte;itik.ol,and Bearings used hereon are referenced to an . Mean sea Ass
3- The Elemsti x. (,FL.) information shove is referenced to 0.00 feet used ea
dianMS .
Level, N..C.'?.T).
EXHIBIT "B" TO EXCHANGE AGREEMENT
LEASE AGREEMENT
(Academy Lease)
THIS LEASE AGREEMENT ("Lease") , is made and entered into
this day of , 1991, by and between CITY OF MIAMI
BEACH, a Florida municipal corporation ("Lessor" or "City") , and
GREATER MIAMI HEBREW ACADEMY d/b/a RABBI ALEXANDER S. GROSS HEBREW
ACADEMY OF GREATER MIAMI, a Florida non-profit corporation
("Lessee" or "Academy") :
WITNESSETH:
WHEREAS, the Lessor is the owner of a certain parcel of
land located in Miami Beach, Florida legally described in Exhibit
"A" hereto together with improvements thereon and appurtenances
thereto (collectively the "Property") and the Lessee desires to
lease and use the property for educational purposes including as a
classroom facility; and
WHEREAS, the City desires to promote educational
programs and promote use of such facilities; and
WHEREAS, the proposed use of the Property for
educational purposes including a classroom facility would provide
an important educational component to the City and would be
consistent with the City's goals;
NOW, THEREFORE, in consideration of the mutual covenants
and agreements herein contained, the parties covenant and agree as
follows:
1. Description of Premises - The Lessor hereby leases
all of the Property to the Lessee including all improvements
thereon and appurtenances thereto, all in its current "as is"
condition. Lessee has examined the Property and accepts the
Property in its "as is" condition.
2. T= - Subject to the provisions of Paragraph 3,
the term of this Lease shall be for a period of five (5) years
( )
commencing on the date hereof. The Lessee shall have an option to
ren+ex this lease: amd extend the lease term for an additional five
I)JB\AI)D9Io 2I
911024/42
EXHIBIT "C"
TO EXCHANGE AGREEMENT
(5) year period upon delivery to Lessor of notice of exercise of
the renewal option at least ninety (90) days prior to the end of
the initial term of the Lease.
3. Termination - Lessee shall have the right to
terminate this Lease at any time upon delivery to Lessor of at
least ninety (90) days prior written notice of termination (the
"Termination Notice") . The parties acknowledge that simultaneously
with the execution of this Lease, the parties executed another
lease (the "City Lease") whereby the City is leasing back from the
Academy a certain substantial portion of the golf course property
acquired by the Academy from the City. The parties acknowledge
that pursuant to the City Lease, the Academy, as Lessor therein,
has the right to terminate the City Lease upon delivery of a notice
of termination to the City as provided therein. The parties
further agree that if the Academy should deliver such a notice of
termination to the City under the City Lease, then the lease term
under this Lease shall terminate upon the earlier of: two (2)
years after the date of termination of the City Lease; or upon the
date set forth in a Termination Notice which may be delivered to
the City by the Academy pursuant to this Lease; or upon the
expiration of the lease term of this lease (inclusive of any
renewal period if the renewal option is exercised) . The Academy
also agrees that if the Academy should deliver such a notice of
termination to the City under the City Lease, then, upon the City's
request, the Academy agrees that it shall use diligent efforts to
market the sale of the Property on behalf of the City pursuant to
such terms and conditions as shall be acceptable to the City during
the period that this Lease remains in effect.
4. Use and Possession of Leased Premises -- The
Property shall be used by the Lessee for educational purposes
including but not limited to conferences, classrooms, lectures and
meetings. Lessee will not make or permit any use of the Property
which, dttrmstY.y or indirectly, is forbidden by public law,
or,.d.irance or. government regulation or which may be dangerous to
am I 0621
life, limb or property. Lessee may not commit waste on the
Property, use the Property for any illegal purpose, or commit a
nuisance on the Property. If the Lessee uses the Property for any
purposes not expressly permitted herein and the Lessee does not
discontinue such use within ten (10) business days after written
notice from the Lessor, then the Lessor may terminate the Lease
without further notice to Lessee, or restrain such improper use by
injunction or other legal action.
5. Utilities and Telephone - The Lessee, during the
term of said Lease, shall pay all costs incurred for all utilities,
including but not limited to water, sewer, gas, telephone and
electricity to the Property.
6. Lessor's Right of Entry - The Lessor, and its
authorized agent or agents, shall have the right to enter upon the
Property at all reasonable times for the purpose of inspecting the
same, preventing waste, making such repairs as the Lessor may
consider necessary and for the purpose of preventing fire, theft or
vandalism. Nothing herein shall imply any duty on the part of the
Lessor to do any work which under any provisions of this Lease the
Lessee may be required to perform, and the performance thereof by
the Lessor shall not constitute a waiver of the Lessee's default.
If the Lessee shall not be personally present to open and permit
entry into the Property at any time, the Lessor, or its agents, may
enter the Property by master key, or may forcibly enter the
Property under any reasonable circumstance, without rendering the
Lessor or such agents liable therefor (if during such entry the
Lessor or its agent or agents shall accord reasonable care to the
Lessee's property) , and without in any manner affecting the
obligations and covenants of this Lease.
If Lessee changes the locks to the Property, Lessee
shall furnish to the Lessor duplicate keys to said locks at the
time of their installation or on the following business day.
7. improvements - All permanent improvements to the
Property or any other improvements or furnishings installed by
Lessor shall remain the property of the Lessor upon termination of
DMA P410671
911(2jr'r2 3
the Lease. Upon the lawful termination of the Lease, all personal
property and trade fixtures installed by the Lessee may be removed
by the Lessee from the Property without damage to the Property or
any improvements thereon.
Lessee will permit no liens to attach to the
Property arising from, connected with or related to the
construction, repair, alteration or addition of the improvements by
Lessee, if any. Moreover, such construction shall be accomplished
through the use of licensed, reputable contractors.
8. Rent - In consideration for Lessor leasing the
Property to Lessee, the Lessee shall pay to Lessor without demand
the sum of One ($1.00) Dollar per year for the term of the Lease.
In keeping with the City's desire to actively participate in
providing and expanding educational facilities, and recognizing the
unique public service benefits provided by the Lessee and in
consideration of the covenants and agreements in this Lease and in
further consideration of the City Lease, the Lessor contributes the
Property for the use of the Lessee as a educational center and
classroom facility and the Lessor shall thereby forego receiving
separate monetary payments as rent and the parties acknowledge that
the rental payments herein constitute a fair rental value for the
Property.
9. Security - Lessee shall be responsible for and pay
for security at the Property.
10. Insurance - Lessee shall, at its own expense,
comply with all of the following insurance requirements of the
Lessor and proof of the following insurance coverage must be
furnished to the Lessor upon the commencement of the lease term and
at least 15 days prior to the expiration of any insurance policy:
a. commercial general liability in the amount of
at.. least $1,000,000 for single limit bodily injury and
prcperty damage coverage for each occurrence
(contractual liability coverage is to be included) ; b.
workers' compensation and employers' liability coverage
within the statutory limits of Florida; and (c) Lessee
DIMAD910621
911024/V7 4
shall obtain an all-risk property insurance policy
covering the replacement cost value of the building and
the contents of the Leased Premises.
The insurance must be furnished by an insurance company rated B+VI
or better, or its equivalent according to Best's Guide Rating Book,
or such other rating as may be approved by the Lessor. At least 15
days prior written notice of cancellation of any coverage must be
given by the Lessee to Lessor c/o City of Miami Beach, Risk
Management Division, 1700 Convention Center Drive, Miami Beach,
Florida 33139. Lessor shall be named as an additional insured
under any such policy of insurance. Proof of these coverages must
be provided by submitting an original certificate of insurance to
the Lessor at the above address.
11. Exculpation and Indemnification Clauses
A. Lessor shall not be responsible for any
damage, theft or injury that may occur to Lessee, sublessee, it
agents, exhibitors, servants, employees, staff, students, invitees,
licenses or property from any cause, excepting Lessor's negligence
during the period covered by this Lease. Lessee hereby expressly
releases Lessor from and, subject to the limits set forth below,
agrees to indemnify, defend and hold harmless the Lessor against,
all suits, damages and claims for any such loss, damage, or injury,
whether in contract or in tort, including any claims or liability
for compensation under the Florida Worker's Compensation Act, and
any and all other public liability which may arise or accrue by
reason of the use by Lessee of the Property and shall pay all costs
and judgments which may issue therefrom. Lessor shall not be
responsible for any violations of federal or state law resulting
from the sale or trafficking of counterfeit goods, personal
property, or trademark, copyright and patent violations by any M`
natural persons or business entities on the Property. T h e
liability of Lessee under this paragraph shall be limited to the
amount: calcid under the limits set forth in Section 768.28,
Florida Statutes, Assuming that the Lessee would be covered by and
subject to the provisions of that statute it being the intention of
D781A1)910621
911024/#2 5
the parties that the liability of the Lessee and the Lessor for
similar items of loss shall be the same.
B. To the extent permitted by applicable law, but in
any event only to the limits set forth in Florida Statutes, Section
768.28, Lessor hereby agrees to indemnify and hold harmless the
Lessee from any and all claims, liability, losses and causes of
action which may arise out of the negligence of the Lessor or its
agents. To the limits set forth in Section 768.28, Florida
Statutes, the Lessor shall pay all claims and losses arising out of
the negligence of the Lessor or its agents, and shall defend all
suits, in the name of Lessee when applicable, and shall pay all
costs and judgments which may issue therefrom. The foregoing
indemnity shall not require the Lessor to indemnify the Lessee for
the Lessee's own negligence. Any and all claims Lessor becomes
legally liable for shall be covered under the Lessor's Self
Insurance Program.
12. Maintenance and Repairs - Lessor shall not be
obligated to maintain the Property and the fixtures and
appurtenances therein and Lessor shall have no obligation to make
any repairs or replacements when needed to preserve them or render
them in good working order and condition. All damage or injury of
any kind to the Property or to the improvements, fixtures, glass,
appurtenances and equipment therein, caused by the wrongful acts or
negligence of Lessee, its agents, exhibitors, servants, employees,
invitees or licensees, reasonable wear and tear excepted, shall be
the obligation of Lessee. Upon the termination of the lease term
the Property shall be delivered to the Lessor in its "as is"
condition as of the commencement of the lease term, reasonable wear
and tear excepted.
13. Governmental Regulations - The Lessee covenants and
agrees to fulfill and comply with all statutes, ordinances, rules,
orders, r ►qulations, and requirements of any and all governmental
bodies, int udtir, but not limited to Federal, State and local
governments, and any and all of their departments and bureaus,
applicable to the Property and shall also comply with and fulfill
DIR\AD910621
911024/12 6
all rules, orders, and regulations for the prevention of fire. The
Lessee shall pay all costs, expenses, claims, fines, penalties, and
damages that may be imposed because of the failure of the Lessee to
comply with this paragraph, and shall indemnify the Lessor from all
liability arising from each non-compliance. Notwithstanding
anything herein to the contrary, Lessee shall not be liable for any
costs, expenses, claims, fines, or penalties, arising out of non-
compliance by Lessor, its agents, servants, employees, licensees or
contractors, with any statute, ordinance, rule, order, regulation
or requirement of any governmental body, or any rule, order or
regulation for the prevention of fire, in connection with the
Property or any improvements now or hereafter on the Property or
any repairs or maintenance performed by Lessor.
14. Signs - In accordance with applicable regulations,
the Lessee may cause the placement or display of signs, plaques,
lettering or advertising material on or near the Property.
15. Lessee Liable for Damage - The Lessee shall not
demolish, mar, deface, destroy or materially alter or physically
change, the Property or any improvement thereon, without first
obtaining the prior written consent of the Lessor. If any such
unauthorized action occurs to the Property or any improvement
thereon which adversely impacts on the value of the Property, then
Lessee will pay such sum as shall be necessary to repair, replace
or restore the Property to its previous condition, reasonable wear
and tear excepted.
16. Damage to the Premises - If the Property shall be
damaged by the elements or other casualty not due to Lessee's
negligence, or by fire, but are not thereby rendered untenantable
in whole or in part, and such damage is covered by Lessee's
insurance, Lessee shall as soon as possible after such occurrence,
utilize the insurance proceeds to cause such damage to be repaired.
If the Property shall be damaged, destroyed, or otherwise rendered
urrm tb fa tha purpose of this Lease due to casualty not caused
by Lessee's negligence, and thereby the fulfillment of this Lease
by Lessor is rendered impossible, then and thereupon this Lease
DJB\AI 910621
911024/#2 7
shall terminate and neither Lessee nor Lessor shall make any claim
against the other party, its agents or servants, for damages or
compensation, should this Lease be so terminated and the insurance
proceeds, if any, shall be disbursed to the parties as their
interests may appear.
17. Liability for Damage or Injury - Lessor shall not
be responsible or liable, except as provided in paragraph 11(b) ,
for any damage or injury that may occur to Lessee, its agents,
servantsatrons invitees, employees or
Pproperty, from any cause
during the period covered by this Lease.
18. Peaceful Possession - Subject to the terms,
conditions and covenants herein, Lessor agrees that Lessee shall
continuously have the right to peaceful and quiet enjoyment of the
Property without hindrance or molestation by Lessor.
19. Surrender at End of Lease Term - Lessee agrees to
surrender to Lessor at the end of the Lease term or any extension
thereof, or upon any cancellation of this Lease, said Property in
"as is" condition as at the beginning of the Lease term, except for
ordinary wear and tear, and damage by force majeure, fire,
windstorm or other actions outside of the Lessee's control.
20. Addresses for Notices - The addresses for all
notices required under this Lease shall be as follows, or at such
other address as either party shall, in writing, notify the other:
LESSOR: City Manager
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
With a copy to: City Attorney
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
LESSEE: GREATER MIAMI HEBREW ACADEMY
d/b/a Rabbi Alexander S. Gross
Hebrew Academy of Greater Miami
2400 Pinetree Drive
Miami Beach, Florida 33140
Attention: Executive Director
With a copy to: David J. Berger, Esq.
Broad and Cassel
175 N.W. 1st Avenue
Suite 2000
Miami, Florida 33128
DJD\AD910 621
911024!42 8
All notices shall be in writing and either be hand delivered and a
receipt requested, or by Federal Express or other similar overnight
courier or by certified mail with return receipt requested, and
shall be effective upon receipt.
21. Taxes - During the Lease Term, the Lessee shall pay
any and all taxes of whatever nature lawfully levied upon or
assessed against the Property, the operations within the Property,
or the personal property located on the Property and owned by
Lessee.
22. Assignment and Subletting - Lessee shall not
assign, sublease, transfer, convey, mortgage, lien or otherwise
encumber this lease or any portion thereof without the written
consent of the Lessor, nor suffer any use of said Property other
than herein specified. Any such action, in whole or in part,
approved by the Lessor shall release Lessee from any of its
obligations under this Lease without a release in writing from the
Lessor.
23. Subsequent Changes - Any alterations, variations,
modifications or waivers of the provisions of this Lease shall be
valid and binding only if reduced to writing and duly signed by
both parties.
24. Entire Agreement - This Lease contains the entire
agreement between the parties hereto and all previous negotiations
leading thereto and it may be modified only by resolution approved
by the governing body of each party or any party with authority to
execute a Lease amendment or modification on behalf of either
party.
:15. Provisions Severable - If any term or provision of
this Lease or the application thereof to any person or circumstance
shall, to any extent, be invalid or unenforceable, the remainder of
this Lease, or the application of such term of provision toP ersons
or circumstances other then those as to which it is held invalid or
unenforceable, shall not be affected thereby and each term and
provision of this Lease shall be valid and be enforced to the
fullest extent permitted by law.
DJBWn910621
911024/12 9
26. Captions - The captions herein are for convenience
and reference only and shall not be deemed a part of this Lease or
construed as in any manner limiting or amplifying the terms and
provisions of this Lease to which they relate.
27. Number and Gender - Whenever used herein, the
singular number shall include the plural and the plural shall
include the singular, and the use of one gender shall include all
genders, as applicable.
28. Governing Law - This Lease shall be governed by and
construed in accordance with the laws of the State of Florida.
29. Attorney's Fees - In the event of litigation
arising out of any of the terms and provisions of this Lease, the
prevailing party shall be entitled to collect reasonable attorneys
fees and costs from the losing party.
IN WITNESS WHEREOF, the parties hereto have caused these
presents to be signed by the respective duly authorized officers,
and the respective corporate seals to be affixed this day of
, 1991.
LESSOR:
By:
Mayor, City of Miami Beach
ATTEST:
City Clerk -
FORM APPROVED BY LEGAL DEPARTMENT:
LESSEE:
GREATER MIAMI HEBREW ACADEMY
d/b/a RABBI ALEXANDER S. GROSS
HEBREW ACADEMY OF GREATER MIAMI
By.
DIB\AD910621
911024/#2 10
EXHIBIT "A"
TO
LEASE AGREEMENT
(Academy Lease)
Lot 3, Block 1, FLAMINGO TERRACE ADDITION, as recorded in
Plat Book 34, Page 6 of the Public Records of Dade
County, Florida, addressed as 2425 Pine Tree Drive, Miami
Beach, Florida.
LEASE AGREEMENT
(City Lease)
THIS LEASE AGREEMENT ("Lease") , is made and entered into
this day of , 1991, by and between GREATER MIAMI
HEBREW ACADEMY d/b/a RABBI ALEXANDER S. GROSS HEBREW ACADEMY OF
GREATER MIAMI, a Florida non-profit corporation ("Lessor" or
"Academy") , and CITY OF MIAMI BEACH, a Florida municipal
corporation ("Lessee" or "City") :
WITNESSETH:
WHEREAS, the Lessor is the owner of a certain parcel of
land located in Miami Beach, Florida legally described in Exhibit
"A" hereto together with improvements thereon and appurtenances
thereto, if any (collectively the "Property") and the Lessee
desires to lease and use the property for municipal purposes
including for golf course use; and
WHEREAS, the City desires to promote recreational and
municipal programs and promote use of such facilities and the
Academy desires to cooperate with the City in connection with this
desire; and
WHEREAS, the proposed use of the Property for municipal
and recreational purposes including a golf course use would provide
an important component to the City and would be consistent with the
City's goals;
NOW, THEREFORE, in consideration of the mutual covenants
and agreements herein contained, the parties covenant and agree as
follows:
1. Description of Premises - The Lessor hereby leases
all of the Property to the Lessee including all improvements
thereon and appurtenances thereto, all in its current "as is"
condition. Lessee has examined the Property and accepts the
Property iii its "as is" condition.
2. Sp.rm - Subject to the provisions of Paragraph 3,
the term oI this tease shall be for a period of five (5) years
13113\A13x317
911(124142
EXHIBIT "D"
TO EXCHANGE AGREEMENT
commencing on the date hereof. The parties acknowledge that
simultaneously with the execution of this Lease, the parties
executed another lease (the "Academy Lease") whereby the Academy is
leasing back from the City certain property and improvements
thereon consisting of a school building which was acquired by the
City from the Academy. The parties acknowledge that pursuant to
the Academy Lease, the Academy, as lessee therein, has the right to
renew the term of the Academy Lease for an additional five (5)
years upon delivery of a renewal notice to the City as provided
therein. The parties further agree that if the Academy should
deliver such a renewal notice to the City under the Academy Lease,
then this Lease shall automatically be renewed and extended for
such five (5) period subject, however, to the further right to
terminate this Lease by the Academy as set forth in Paragraph 3.
3. Termination - Lessor shall have the right to
terminate this Lease at any time upon delivery to Lessee of at
least ninety (90) days prior written notice of termination (the
"Termination Notice") . Further, the parties acknowledge that under
the Academy Lease the Academy, as lessee therein, has the right to
terminate the Academy Lease upon delivery of a notice of
termination to the City as provided therein. The parties further
agree that if the Academy should deliver such a notice of
termination to the City under the Academy Lease, then this Lease
shall terminate effective upon the date of termination of the
Academy Lease.
4. Use and Possession of Leased Premises - The
Property shall be used by the Lessee solely for municipal and
recreational purposes as a part of the neighboring golf course
owned by the City. Lessee will not make or permit any use of the
Property which, directly or indirectly, is forbidden by public law,
ordinance or government regulation or which may be dangerous to
lif ',, limb or property. Lessee may not commit waste on the
]Property, 0.12R `iee Property for any illegal purpose, or commit a
nuisance on the Property. If the Lessee uses the Property for any
DIBIAF910317
9110241,2 2
purposes not expressly permitted herein and the Lessee does not
discontinue such use within ten (10) business days after written
notice from the Lessor, then the Lessor may terminate the Lease
without further notice to Lessee, or restrain such improper use by
injunction or other legal action.
5. Utilities and Telephone - The Lessee, during the
term of said Lease, shall pay all costs incurred for all utilities,
including but not limited to water, sewer, gas, telephone and
electricity to the Property.
6. Lessor's Right of Entry - The Lessor, and its
authorized agent or agents, shall have the right to enter upon the
Property at all reasonable times for the purpose of inspecting the
same, preventing waste, making such repairs as the Lessor may
consider necessary and for the purpose of preventing fire, theft or
vandalism. Nothing herein shall imply any duty on the part of the
Lessor to do any work which under any provisions of this Lease the
Lessee may be required to perform, and the performance thereof by
the Lessor shall not constitute a waiver of the Lessee's default.
If the Lessee shall not be personally present to open and permit
entry into the Property at any time, the Lessor, or its agents, may
enter the Property by master key, or may forcibly enter the
Property under any reasonable circumstance, without rendering the
Lessor or such agents liable therefor (if during such entry the
Lessor or its agent or agents shall accord reasonable care to the
Lessee's property) , and without in any manner affecting the
obligations and covenants of this Lease.
If Lessee changes the locks to the Property, Lessee
shall furnish to the Lessor duplicate keys to said locks at the
time of their installation or on the following business day.
7. Improvements All permanent improvements to the
Property or any other improvements or furnishings installed by
Lessor shall remain the property of the Lessor upon termination of
the' Irease . Up= the lawful termination of the Lease, all personal
property and trade fixtures installed by the Lessee may be removed
1)11119111317
911024,#2 3
by the Lessee from the Property without damage to the Property or
any improvements thereon.
Lessee will permit no liens to attach to the
Property arising from, connected with or related to the
construction, repair, alteration or addition of the improvements by
Lessee, if any. Moreover, such construction shall be accomplished
through the use of licensed, reputable contractors.
8. Rent - In consideration for Lessor leasing the
Property to Lessee, the Lessee shall pay to Lessor without demand
the sum of One ($1.00) Dollar per year for the term of the Lease.
In keeping with the City's desire to actively participate in
providing and expanding municipal and recreational facilities, and
recognizing the unique public service benefits provided by the City
and in consideration of the Academy Lease, the Lessor shall
contribute the Property for the use of the Lessee and the public
for recreational purposes as a part of the neighboring golf course
and the Lessor shall thereby forego receiving separate monetary
payments as rent and the parties acknowledge that the rental
payments herein constitute a fair rental value for the Property.
9. Security - Lessee shall be responsible for and pay
for security at the Property.
10. Insurance - Lessee shall, at its own expense,
comply with all of the following insurance requirements of the
Lessor and proof of the following insurance coverage must be
furnished to the Lessor upon the commencement of the lease term and
It least 15 days prior to the expiration of any insurance policy:
(a) commercial general liability in the amount of
at least $1,000,000 for single limit bodily injury and
property damage coverage for each occurrence
(contractual liability coverage is to be included) ; (b)
workers' compensation and employers' liability coverage
within the statutory limits of Florida; and (c) Lessee
shall obtain an all-risk property insurance policy
covering the replacement cost value of the contents of
the Leased Premises.
DJBV1('910317
9111rA/02 4
The insurance must be furnished by an insurance company rated B+VI
or better, or its equivalent according to Best's Guide Rating Book,
or such other rating as may be approved by the Lessor. At least 15
days prior written notice of cancellation of any coverage must be
given by the Lessee to Lessor. Lessor shall be named as an
additional insured under any such policy of insurance. Proof of
these coverages must be provided by submitting an original
certificate of insurance to the Lessor at the above address.
Lessee may comply with these insurance provisions either through
underwriters selected by Lessee or by its own self-insurance or by
adding Lessor to the coverage of any manager of the Property.
11. Exculpation and Indemnification Clauses
A. Lessor shall not be responsible for any
damage, theft or injury that may occur to Lessee, sublessee, it
agents, exhibitors, servants, employees, staff, students, invitees,
licenses or property from any cause, excepting Lessor's negligence
during the period covered by this Lease. Lessee hereby expressly
releases Lessor from and, subject to the limits set forth below,
agrees to indemnify, defend and hold harmless the Lessor against,
all suits, damages and claims for any such loss, damage, or injury,
whether in contract or in tort, including any claims or liability
for compensation under the Florida Worker's Compensation Act, and
any and all other public liability which may arise or accrue by
reason of the use by Lessee of the Property and shall pay all costs
and judgments which may issue therefrom. Lessor shall not be
responsible for any violations of federal or state law resulting
from the sale or trafficking of counterfeit goods, personal
property, or trademark, copyright and patent violations by any
natural persons or business entities on the Property. The liabil-
ity of Lessee under this paragraph shall be limited to the amount
calculated under the limits set forth in Section 768.28, Florida
Statutes, assuming that the Lessee would be covered by and subject
to the parculcits-,,icvm of that statute.
B'. To the extent permitted by applicable law, but in
any event only to the limits set forth in Florida Statutes, Section
1/1131A1`910317
91102442 5
768.28 (assuming that the Lessor would be covered by and subject to
the provisions of that statute) , Lessor hereby agrees to indemnify
and hold harmless the Lessee from any and all claims, liability,
losses and causes of action which may arise out of the negligence
of the Lessor or its agents. To the limits set forth in Section
768.28, Florida Statutes, the Lessor shall pay all claims and
losses arising out of the negligence of the Lessor or its agents,
and shall defend all suits, in the name of Lessee when applicable,
and shall pay all costs and judgments which may issue therefrom.
The foregoing indemnity shall not require the Lessor to indemnify
the Lessee for the Lessee's own negligence.
12. Maintenance and Repairs - Lessor shall not be
obligated to maintain the Property and the fixtures and
appurtenances therein and Lessor shall have no obligation to make
any repairs or replacements when needed to preserve them or render
them in good working order and condition. All damage or injury of
any kind to the Property or to the improvements, fixtures, glass,
appurtenances and equipment therein, caused by the wrongful acts or
negligence of Lessee, its agents, exhibitors, servants, employees,
invitees or licensees, reasonable wear and tear excepted, shall be
the obligation of Lessee. Upon the termination of the lease term
the Property shall be delivered to the Lessor in its "as is"
condition as of the commencement of the lease term, reasonable wear
and tear excepted.
13. Governmental Regulations - The Lessee covenants and
agrees to fulfill and comply lith all statutes, ordinances, rules,
orders, regulations, and requirements of any and all governmental
bodies, including but not limited to Federal, State and local
governments, and any and all of their departments and bureaus,
applicable to the Property and shall also comply with and fulfill
allrules, orders, and regulations for the prevention of fire. The
Lessee shall.. pyy all costs, expenses, claims, fines, penalties, and
damages that mai be: imposed because of the failure of the Lessee to
comply with this paragraph, and shall indemnify the Lessor from all
liability arising from each non-compliance. Notwithstanding
DJB1A1910317
911024//2 6
anything herein to the contrary, Lessee shall not be liable for any
costs, expenses, claims, fines, or penalties, arising out of non-
compliance by Lessor, its agents, servants, employees, licensees or
contractors, with any statute, ordinance, rule, order, regulation
or requirement of any governmental body, or any rule, order or
regulation for the prevention of fire, in connection with the
Property or any improvements now or hereafter on the Property or
any repairs or maintenance performed by Lessor.
14. Signs - In accordance with applicable regulations,
the Lessee may cause the placement or display of signs, plaques,
lettering or advertising material on or near the Property.
15. Lessee Liable for Damage - The Lessee shall not
demolish, mar, deface, destroy or materially alter or physically
change, the Property or any improvement thereon, without first
obtaining the prior written consent of the Lessor. If any such
unauthorized action occurs to the Property or any improvement
thereon which adversely impacts on the value of the Property, then
Lessee will pay such sum as shall be necessary to repair, replace
or restore the Property to its previous condition, reasonable wear
and tear excepted.
16. Damage to the Premises - If the Property shall be
damaged by the elements or other casualty not due to Lessee's
negligence, or by fire, but are not thereby rendered untenantable
in whole or in part, and such damage is covered by Lessee's
insurance, Lessee shall as soon as possible after such occurrence,
utilize the insurance proceeds to cause such damage to be repaired.
If the Property shall be damaged, destroyed, or otherwise rendered
unusable for the purpose of this Lease due to casualty not caused
by Lessee's negligence, and thereby the fulfillment of this Lease
by Lessor is rendered impossible, then and thereupon this Lease
shall terminate and neither Lessee nor Lessor shall make any claim
:against the other party, its agents or servants, for damages or
compessa3tion, shamid this Lease be so terminated and the insurance
proceeds, if anye1 shall be disbursed to the parties as their
interests may appear.
DJB\AI910317
911024/12 7
17. Liability for Damage or Injury - Lessor shall not
be responsible or liable, except as provided in paragraph 11(b) ,
for any damage or injury that may occur to Lessee, its agents,
servants, patrons, invitees, employees or property, from any cause
during the period covered by this Lease.
18. Peaceful Possession - Subject to the terms,
conditions and covenants herein, Lessor agrees that Lessee shall
continuously have the right to peaceful and quiet enjoyment of the
Property without hindrance or molestation by Lessor.
19. Surrender at End of Lease Term - Lessee agrees to
surrender to Lessor at the end of the Lease term or any extension
thereof, or upon any cancellation of this Lease, said Property in
"as is" condition as at the beginning of the Lease term, except for
ordinary wear and tear, and damage by force majeure, fire,
windstorm or other actions outside of the Lessee's control.
20. Addresses for Notices - The addresses for all
notices required under this Lease shall be as follows, or at such
other address as either party shall, in writing, notify the other:
LESSEE: City Manager
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
With a copy to: City Attorney
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
LESSOR: GREATER MIAMI HEBREW ACADEMY
d/b/a Rabbi Alexander S. Gross
Hebrew Academy of Greater Miami
2400 Pinetree Drive
Miami Beach, Florida 33140
Attention: Executive Director
With a copy to: David J. Berger, Esq.
Broad and Cassel
175 N.W. 1st Avenue
Suite 2000
Miami, Florida 33128
DJBlA1 10317
911024,12 8
All notices shall be in writing and either be hand delivered and a
receipt requested, or by Federal Express or other similar overnight
courier or by certified mail with return receipt requested, and
shall be effective upon receipt.
21. Taxes - During the Lease Term, the Lessee shall pay
any and all taxes of whatever nature lawfully levied upon or
assessed against the Property, the operations within the Property,
or the personal property located on the Property and owned by
Lessee.
22. Assignment and Subletting - Lessee shall not
assign, sublease, transfer, convey, mortgage, lien or otherwise
encumber this lease or any portion thereof without the written
consent of the Lessor, nor suffer any use of said Property other
than herein specified. Any such action, in whole or in part,
approved by the Lessor shall release Lessee from any of its
obligations under this Lease without a release in writing from the
Lessor.
23. Subsequent Changes - Any alterations, variations,
modifications or waivers of the provisions of this Lease shall be
valid and binding only if reduced to writing and duly signed by
both parties.
24. Entire Agreement - This Lease contains the entire
agreement between the parties hereto and all previous negotiations
leading thereto and it may be modified only by resolution approved
by the governing body of each party or any party with authority to
execute a Lease amendment or modification on behalf of either
party.
25. Provisions Severable - If any term or provision of
this Lease or the application thereof to any person or circumstance
shall, to any extent, be invalid or unenforceable, the remainder of
this Lease, or the application of such term of provision to persons
or circumstances other then those as to which it is held invalid or
anwitfarcealale, shall not be affected thereby and each term and
provrizion of th:Ais Lease shall be valid and be enforced to the
fullest extent permitted by law.
DJBW 1910317
91102442 9
26. Captions - The captions herein are for convenience
and reference only and shall not be deemed a part of this Lease or
construed as in any manner limiting or amplifying the terms and
provisions of this Lease to which they relate.
27. Number and Gender - Whenever used herein, the M`
singular number shall include the plural and the plural shall
include the singular, and the use of one gender shall include all
genders, as applicable.
28. Governing Law - This Lease shall be governed by and
construed in accordance with the laws of the State of Florida.
29. Attorney's Fees - In the event of litigation
arising out of any of the terms and provisions of this Lease, the
prevailing party shall be entitled to collect reasonable attorneys
fees and costs from the losing party.
3030. nagene/It_stf _Property.. The parties acknowledge
that the Property is currently a part of a management agreement
between the City and American Golf Corporation dated June 6, 1986
(the "Management Agreement") . The City agrees, upon notice from
Lessor, to cause the Property to be removed from the terms,
conditions and coverage of the Management Agreement as provided
under the terms of the Management Agreement but in no event later
than 190 days after the delivery of the aforementioned written
notice from Lessor to the Lessee.
DIMA1910317
91102142 10
IN WITNESS WHEREOF, the parties hereto have caused these
presents to be signed by the respective duly authorized officers,
and the respective corporate seals to be affixed this day of
1991.
LESSEE:
By:
Mayor, City of Miami Beach
ATTEST:
City Clerk
FORM APPROVED BY LEGAL DEPARTMENT:
LESSOR:
GREATER MIAMI HEBREW ACADEMY
d/b/a RABBI ALEXANDER S. GROSS
HEBREW ACADEMY OF GREATER MIAMI
By:
D1131A3 910317
911024,12 11
EXHIBIT "A"
DJR\A 1.'91 tai 17
911024/12 12
I
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The term "Pru er t consists of 2 "r
. p Ypaue5
�' W
which is the lands described on this Page '
'•"% W
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•: . of this Exhibit "h" 1 —„ o a.we-- .. C'
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d -
ESCROW AGREEMENT
THIS ESCROW AGREEMENT (" Escrow Agreement") is entered into
this t day of kkc-. , 1991 between CITY OF MIAMI BEACH
("City") , GREATER MIAMI HEBREW ACADEMY d/b/a RABBI ALEXANDER S.
GROSS HEBREW ACADEMY OF GREATER MIAMI ("Academy") , and BROAD AND
CASSEL ("Escrow Agent") . This Escrow Agreement concerns an escrow
closing under a certain Exchange Agreement dated Cc 's
g g
1991 ("Exchange Agreement") executed by the City and the Academy.
The parties acknowledge that the transaction contemplated by the
Exchange Agreement has this day closed in escrow and certain
original instruments executed by the City and the Academy, or both
of them, have been delivered to Escrow Agent to be held in escrow
under the terms of this Escrow Agreement. The documents include:
1. Deed from City to Academy regarding 3 . 87 acres of land;
2 . Deed from Academy to City regarding property at 2425 Pine
Tree Drive, Miami Beach;
3 . Closing Affidavits from both City and Academy regarding
each property;
4 . Closing Statements from both City and Academy regarding
each property;
5. Lease between City as landlord and Academy as tenant
leasing back to the Academy the property conveyed to the City; and
6 . Lease between Academy as landlord and City as tenant
leasing back to the City the property conveyed to the Academy, less
a=. . rta.t i accluded parcel as contemplated by the Exchange Agreement.
DJB\AC911389
911025
The parties agree that other than the Escrow Condition (as
defined below) , all conditions of closing , under the Exchange
Agreement have been met and accepted to the satisfaction of the
City and the Academy. The "Escrow Condition" is: delivery to the
City and the Academy of copies of a second appraisal which
indicates that the Academy Property is either greater than or
within 25% of the value of the City Property. The City and
Academy acknowledge that the second appraisal is currently being
performed by Seymour Schwartz. Upon satisfaction of the Escrow
Condition, the Escrow Agent shall distribute the documents out of
escrow to the appropriate parties. The City and the Academy agree
to promptly deliver to the Escrow Agent such funds as are
contemplated by the Exchange Agreement in order to consummate the
transactions contemplated thereby. Unless the Escrow Condition is
satisfied, the Escrow Agent shall continue to hold the documents in
escrow until receipt of written instructions from the City and the
Academy, or their respective counsel, or pursuant to court order.
The City and the Academy shall hold the Escrow Agent harmless for
any interpleader or court action which is a consequence of or
related to the escrow. If the Escrow Condition is not satisfied
within 60 days, then the parties agree to adjust the equities as
contemplated by the Exchange Agreement and based on the mutual
agreement of the parties.
The parties acknowledge that the Escrow Agent is counsel to
the. kvademy in this matter and does not represent City on this
matter. The parties further acknowledge that the Escrow Agent has
D38\AC9113 89
911025 2
previously represented the City on unrelated matters and both the
City and the Academy acknowledge and agree, , and have previously
acknowledged and agreed, to such representation. Both the City and
the Academy have accepted such representation of the Academy,
notwithstanding the fact that the Escrow Agent, as legal counsel,
may represent and may have represented the City from time to time
on unrelated matters.
The parties acknowledge that the Escrow Agent may act upon the
written authorization of any person purporting to act for either
the City or the Academy or pursuant to written instructions from
counsel for either the City or the Academy, without the need of
inquiring into the authenticity of any signatures or the authority
of any person to act on behalf of either party.
The parties below have executed this Escrow Agreement and
confirm and agree to the provisions set forth above.
GREATER MIAMI HEBREW ACADEMY CITY OF MIAMI BEACH
d/b/a RABBI ALEXANDER S. GROSS
HEBREW ACADEMY OF GREATER MIAMI
t�ti} B
By: Y
z ►sc.ry t4 .4Q zet-j, v c Ct.-AYe 1.
kikest 7;(../Lo..,%8 F
BROAD AND CAS S EL, 1M uLc,-I`
FORM APPROVED ESCROW
AGENT
LEGAL DEPT.
ey -�. By.
C:WV Pves.
1,Date � �i ,
?.A tL "
,
DJB AC9113 89
911025 3
annAt
P:E! OTAITTON NO, 91-20356
Apptoviftg an e)alharige agroemont betweell
the C.M.B. and Rabbi Alwxander S. Gross
Hebrew Acadeny of Greater Miami, Inc.
OOOOO .