Lease Agreement Parkview Pt
,,){'tJ3 - zr..?d' 2..
LEASE AGREEMENT BETWEEN THE CITY OF MIAMI BEACH
AND
PARKVIEW POINT CONDOMINIUM ASSOCIATION
FOR THE PURPOSE OF CONSTRUCTING, OPERATING, AND MAINTAINING
A NORTH END RADIO/ANTENNA SITE FOR THE CITY OF MIAMI BEACH
PUBLIC SAFETY COMMUNICATIONS SYSTEM
~+-
This Lease Agreement ("Agreement") is made as of the day of
~ch~f(,V- , 2004, between Parkview Point Condominium Association,
having its principal office at 7441 Wayne Avenue, Miami Beach, Florida 33141
("Lessor"), and the City of Miami Beach, a municipal Corporation of the State of
Florida, having its principal place of business at 1700 Convention Center Drive,
Miami Beach, Florida 33139 ("Lessee").
In consideration of the execution of this Agreement, the mutual terms,
covenants and conditions contained herein and other good and valuable
consideration, the receipt of which is hereby acknowledged from one r:-arty to the
other, the Lessor and Lessee agree as follows:
ARTICLE I
PREMISES
1.1 Lessor hereby leases to Lessee and Lessee hereby accepts from
Lessor, a right to use a portion of the building known as PARKVIEW POINT
CONDOMINIUM, a Condominium ("Building"), according to the Declaration of
Condominium thereof as recorded in Official Records Book 60, at Page 6, of the
Public Records of Dade County, Florida. The Declaration of Condominium is
referred to as the "Declaration". The Building is located on that certain real
property located at 7441 Wayne Avenue, Miami Beach, Florida 33141, County of
Miami-Dade, State of Florida, and more particularly described in Exhibit "A"
attached hereto ("Parent Tract"). The portion of the Building hereby leased to
Lessee consists of: certain positions on the roof of the Building ("Rooftop Space")
1
for the mounting of various antennas, associated equipment, and microwave
dishes. The Rooftop Space shall be those certain positions on the roof of the
Building upon which Lessee's existing antennas are mounted, which shall be at
sufficient, but reasonable height, now or in the future, so that signals transmitted
and received thereby will not be impeded by the Building or any other structure
mounted thereon. The exact location on the Building where the antennas are
mounted is depicted in Exhibit "B" (attached hereto and made a part hereof). The
Rooftop Space is hereinafter collectively referred as the "Site" and are more
particularly described in Exhibit "B" attached hereto and made a part hereof.
1.2 Lessor hereby grants permission to Lessee, at Lessee's sole expense,
the right to survey the Site.
1.3 Lessor agrees that, during the Term of this Agreement, (hereafter
defined), Lessee shall have a non-exclusive easement for access to the Site on a
twenty-four (24) hour basis, seven (7) days a week, 365 days a year, with or
without notice, and across that portion of the Parent Tract and the Building
necessary to access the Site from the nearest public right-of-ways adjacent to
the Parent Tract, for the purposes of installation, maintenance, repair and
removal of the Communications Equipment. Lessee's representatives and
designated vendors servicing Lessee's Communications Equipment shall also be
allowed access to said Site, in the same manner as granted to Lessee in the
preceding sentence, when service is needed. Lessee further agrees that any
employee, contractor, subcontractor, representative or agent directed by Lessee
to install, maintain, remove or repair Lessee's Communications Equipment will be
covered by the liability policy described in Article VII of this Agreement. Lessee is
responsible for the cost of such policies.
1.4 Lessor agrees that in most cases simply giving the phone number of a
maintenance person is insufficient for Lessee's purposes and a key, access card
or other self executing method for entry or access is required. Lessor further
consents to the installation of a permanent lock box, either mounted to a wall or
hung on a door knob, all costs, fees and expenses of which shall be borne
exclusively by Lessee; Lessor agrees and understands that access is a material
2
inducement to Lessee making, executing and delivering this Agreement and
specifically agrees that should Lessor fail, refuse or neglect to grant Lessee
access pursuant to the terms of this Agreement, it shall be deemed a material
default of the Agreement.
1.5 In the event that Lessor proposes to assign roof space of the Building
to another vendor, said vendor shall conduct, at its sole cost and expense, an
engineering study to determine if vendor's equipment transmits radio waves
which interfere with Lessee's 800MHz public safety communications system
and/or microwave receiver and transmitter equipment. If the study reveals that
such interference occurs, or is likely to occur, Lessor shall not permit the vendor
to set up its equipment on the premises unless the vendor arranges his
equipment in such a way as not to interfere with Lessee's equipment, as
determined by Lessor in its sole discretion. If the study reveals no interference
and the vendor is allowed to operate equipment on the subject premises, but
later vendor's equipment if found to interfere with Lessee's equipment, the
vendor's equipment will be shut down until the vendor corrects the interference
problem. Said vendor(s), at its sole cost and expense, shall take all necessary
steps to correct and eliminate such interference, which may include the addition
of nonperformance degrading equipment to the vendor's equipment causing said
interference. If such interference cannot be eliminated, Lessee and/or Lessor
may each terminate the Agreement without further obligation on either party with
respect to such equipment. Such termination shall occur by either party giving
the other notice of termination in writing.
1.6 All other Lessees, or other users as contemplated in Section 1.4 of the
Agreement, of Lessor, if any, must operate all equipment under the guidelines of
the Federal Communications Commission (FCC) and be in compliance with all
applicable rules and regulations, including obtaining an FCC license prior to
operating said equipment.
1.7 Lessee shall be responsible to Lessor for payment of electricity utilized
by Lessee. Payment of electricity utilized during the previous month shall be
made to Lessor with the current monthly rental payment. Calculation of payment
3
shall be based on the actual kilowatt hours used times an average rate per
kilowatt hour and any applicable demand charges.
1.8 An electrical sub-meter installed by Lessee will determine the actual
usage. The rate per kilowatt hour will be determined annually as of October 1 st,
using Florida Power & Light (FP&L) current billing rates and billing structure for
the Building. Lessee will notify Lessor in writing, with a copy to be sent to the
President of Parkview Point Condominium Association, of the average rate per
kilowatt based on FP&L's information.
1.9 Lessee shall also be responsible for payments of any other utilities
and expenses whatsoever which are incurred by either Lessee or Lessor relative
to Lessee's installation and usage of the Site.
ARTICLE II
TERM
2.1 The initial term of this Agreement shall be for twenty (20) years
beginning on the 1st of September, 2004 ("Term"). This Agreement may be
renewed upon mutual agreement of the parties for an additional ten (10) year
term, unless Lessee provides its notice of intent not to renew at least six (6)
months prior to the expiration of the initial term.
2.2 Notwithstanding, Section 2.1 above, Lessee shall have the right
to cancel this Agreement, at its sole discretion, without cause and for
convenience, at any time by giving Lessor at least six (6) months written
notice in advance of said cancellation.
ARTICLE III
USE PAYMENT
3.1 During the first (1st) year of this Agreement starting October 1, 2004,
Lessee shall pay an annual payment, as consideration for the right to use the
Rooftop Space ("Use Payment"), in the amount of Twenty Thousand Dollars
4
($20,000.00), in equal quarterly installments, plus applicable sales tax, to be paid
on the first (1st) day of the quarter, in advance, to Lessor or its written designee.
3.2 Beginning with the second year of this Agreement, and for each
successive year that this Agreement shall remain in effect, the quarterly Use
Payment for each successive year shall be increased by three (3 %) percent, or
the CPI-U, whichever is less, at the commencement of each such year
thereafter.
3.3 In addition to and along with the Use Payment and any other sums
due under this Agreement, Lessee agrees to pay to Lessor any applicable sales
tax or any other tax, fee or charge imposed or levied by any governmental
authority with regard to the use of the Site.
ARTICLE IV
USE
4.1 Lessor hereby grants permission to Lessee to install and operate the
following and associated equipment on or in the Site for the purposes of
constructing, maintaining and operating a communications facility and uses
incidental thereto:
4.1.1 10 Ghz. transmitter and receivers, microwave dish antenna,
UPS system, UPS batteries and battery charger system to be located in,
on or over the Rooftop Space, now or any time during the Term of this
Agreement.
4.1.2 Flexible coaxial transmission lines between antennas and
communications equipment, to be anchored and installed on the Site in
accordance with good and accepted engineering practices.
4.1.3 800 MHz. two-way radio communications, equipment
consisting of two-way transmitters, receivers, accessories and other
property.
4.1.4 At Lessee's option, Lessee shall have the right to locate an
emergency generator on the Parent Tract at a place mutually acceptable
to Lessor.
5
4.2 For purposes of this Agreement, all of Lessee's equipment, panels,
generator, cables, wires, antennas, microwave dishes and accessories shall
hereinafter collectively be referred to as the "Communications Facility".
4.3 Lessor hereby acknowledges and agrees that the Communications
Facility placed upon the Site by the Lessee are and shall remain the property of
the Lessee and shall not be deemed to be a fixture upon the Site. Lessor grants
Lessee a non-exclusive easement in, over, across and through the Parent Tract
as may be reasonably required during construction, installation, maintenance,
repair, replacement and operation of the Communications Facility.
4.4 Upon termination of this Agreement, Lessee shall remove its
Communications Facility from the Site within one hundred twenty (120) days of
the termination date and, in the event the Communications Facility is transferred
to another site, then within one hundred twenty (120) days of Lessee's final
acceptance of the substitute site. Lessee shall also restore the Site to, as near as
practical, a reasonable condition under the circumstances, except normal wear
and tear.
4.5 Lessee shall have the right to terminate this Agreement at any time
upon the occurrence of any of the following events:
4.5.1 If the approval of or issuance of a license or permit by any
agency, board, court or other governmental authority necessary for the
construction and/or operation of the Communications Facility as now or
hereafter intended by the Lessee ("Approvals") cannot be obtained, or is
revoked, or public opposition is unreasonable under the circumstances, as
determined by Lessee, or Lessee determines the cost of obt'3ining and
retaining such Approval is unreasonable in Lessee's sole discretion.
4.5.2 If Lessee determines, in its sole discretion, based upon soil
bearing tests, radio frequency propagation tests, or interference with
Lessee's reception or transmission, that the Site is not appropriate for the
uses intended by Lessee (i) upon not less than thirty (30) days written
notice of termination of this Agreement by Lessee pursuant to the terms of
Subsections 4.5.1 or .4.5.2 above, or (ii) in the event that the Approvals
described in Subsection 4.5.1 above have not been initially received by
Lessee within three hundred sixty-five (365) days ("Cancellation Date")
from the date of the final execution of this Agreement by all parties
("Execution Date"), this Agreement shall automatically terminate and
neither party shall have any further rights or obligations arising hereunder,
6
except that Lessee shall have the obligation to remove the
Communications Facility and any Improvements from the Site, and except
for those rights and obligations that are to survive the termination of this
Agreement pursuant to the expressed terms of this Agreement.
Notwithstanding anything contained herein to the contrary, the
Cancellation Date shall be automatically extended to seven hundred thirty
(730) days from the Execution Date of this Agreement unless Lessee
provides Lessor with notice to the contrary prior to the expiration of the
original Cancellation Date. Following the Execution Date, Lessee shall
make a diligent and best effort to obtain all of the Approvals. Lessor
agrees to cooperate with Lessee in securing all of the Approvals
referenced in Subsection 4.5,1, above, including, without limitation, any
required site plan/zoning approvals for the Site. Upon the request of
Lessee, Lessor shall execute and deliver forms and applications as are
necessary and appropriate to obtain such Approvals. Lessee reserves the
right to contest and/or appeal, to the extent determined by Lessee, in
Lessee's sole discretion, any adverse governmental or judicial decision or
determination relative to the issuance of any such Approvals. All costs
arising out of the procurement of such Approvals shall be borne by
Lessee.
ARTICLE V
LIABILITY AND INDEMNITY
5.1 Subject to, and limited by, Article VII, Lessee agrees to indemnify and
hold Lessor and the Parkview Point Condominium Association harmless from all
claims (including costs and expenses of defending against such claims, through
counsel designated by Lessee) arising out of the use and/or occupancy of the
Site by Lessee. Lessor agrees to indemnify and hold Lessee harmless from all
claims (including costs and expenses of defending against such claims) arising
from the acts or omissions of Lessor, Lessor's agents, employees, contractors, or
other tenants of Lessor occurring in or about the Site. Nothing contained in this
Article V or elsewhere in this Agreement is in any way intended to be a waiver of
limitation placed upon the City's liability as set forth in Florida Statutes, Section
768.28.
7
ARTICLE VI
DEFAULTS AND REMEDIES
6.1 Notwithstanding anything in this Agreement to the contrary, Lessee
shall not be in default under this Agreement until:
6.1.1 Thirty (30) days after actual receipt of written notice of any
non-monetary default from Lessor; provided; however, where any such
default cannot reasonably be cured within said period, Lessee shall not be
deemed to be in default under this Agreement if Lessee commences to
cure such default within said period and thereafter diligently pursues such
cure to completion ("Event of Default").
6.2 Failure of Lessee to pay within thirty (30) / days after the date when
due of any installment of Use Payment or any other sum herein required to be
paid by Lessee, provided Lessee has received written notice from Lessor of such
non-payment and allowed a three (3) day cure period within such notice, shall
constitute an automatic default on the part of Lessee for which no further notice
shall be required.
ARTICLE VII
INSURANCE
Lessee is self-insured for all potential liability resulting from Lessee's
negligence in accordance with and subject to the limitations of Section 768.28,
Florida Statutes. The Lessee maintains a self-insurance program that will provide
coverage for all bodily injury and property damage claims which may, as it relates
to the Lessee's use or maintenance of the Site, arise from the negligent acts of
the Lessee's employees or agents. Lessee agrees to provide Lessor with a
notarized letter evidencing the extent of its insurance coverage.
8
ARTICLE VIII
TITLE AND QUIET POSSESSION
Lessor represents and agrees (a) that it is the Lessor of the Site; (b) that it
has the right to enter into this Agreement; (c) that the person signing this
Agreement has the authority to sign; (d) that Lessee is entitled to access to the
Site at all times and to the quiet possession of the Site throughout the Initial Term
and each Renewal Term so long as Lessee is not in default beyond the
expiration of any cure period; and (e) that Lessor shall not have unsupervised
access to the Site or to the Communication's Facility .
ARTICLE IX
SUBORDINATION AND NON-DISTURBANCE
At Lessor's option, this Agreement shall be subordinate to any deed to
secure debt, deed of trust, mortgage, or similar instrument by Lessor (collectively
"Mortgage") which from time to time may encumber all or part of the Site;
provided however, the holder of every such Mortgage shall recognize the validity
of this Agreement in the event of a foreclosure of Lessor's interest, and Lessee's
right to remain in occupancy of the Site as long as Lessee is not in default of this
Agreement, by executing a non-disturbance agreement in a form reasonably
acceptable to the Lessee. Lessee agrees to execute in a timely manner whatever
instruments as may reasonably be required to evidence this subordination
clause. In the event the Site is currently encumbered by a Mortgage, Lessor, not
later than thirty (30) days after this Agreement is fully executed, and as a
condition precedent to Lessee's obligation to pay Use Payment hereunder, shall
obtain and furnish to Lessee a non-disturbance instrument in a form acceptable
to Lessee.
9
ARTICLE X
TITLE INSURANCE
Lessee, at Lessee's option and expense may obtain title insurance on the
Site. Lessor, at Lessee's expense, shall cooperate with Lessee's efforts to obtain
such title insurance policy by executing documents or obtaining requested
documentation as required by the title insurance company. At Lessee's option,
should the Lessor fail to provide the requested documentation within thirty (30)
days of Lessee's written request, or fail to provide the non-disturbance
instrument(s), Lessee may withhold and accrue the monthly Use Payment until
such time as the requested document(s) is received or Lessee may terminate
this Agreement.
ARTICLE XI
HAZARDOUS SUBSTANCES
Lessor represents that it has no knowledge of any substance, chemical or
waste (collectively, "substance") on the Site that is identified as hazardous, toxic
or dangerous in any applicable federal, state or local law or regulation. Lessee
shall not introduce or use any such substance on the Site in violation of any
applicable law. In the event Hazardous Substances, as said term is hereinafter
defined, are discovered on, in or under the Site as of the Commencement Date
or thereafter, and such Hazardous Substances is located on, in or under the Site
due to an act of or as a result of fault or negligence of Lessor or Lessee, as the
case may be, Lessor or Lessee, respectively, at its sole expense, shall, without
interference with the use of the Site, remove all such Hazardous Substances in
accordance with all applicable laws, rules, ordinances, and regulations
("Removal"). Lessor or Lessee (the "Indemnifying Party") shall indemnify and
hold Lessee or Lessor, as the case may be (the "Indemnitee") harmless against
any claims arising out of such Hazardous Substances including all of
Indemnitee's attorney's fees and costs ("Indemnity"). For the purposes hereof,
10
the term "Hazardous Substances" shall mean pollutants, contaminants, toxic or
hazardous substances or wastes, oil or petroleum products, flammable or any
other substances whose nature and/or quantity of existence, use, release,
manufacture or effect renders it subject to Federal, state or local environmental,
health, community awareness or safety laws or regulations, now or hereafter
enacted or promulgated by any governmental authority or court ruling, or any
investigation, remediation or removal. Further, Hazardous Substances shall be
required to be removed from the Site only if required by the proper governmental
authorities.
ARTICLE XII
ASSIGNMENT
With the exception of Lessee's principal, affiliates or subsidiaries of its
principal or to any company upon which Lessee is merged or consolidated,
Lessee shall not assign or encumber its interest in this Agreement or in the Site,
without Lessor's prior written consent, which consent shall not be unreasonably
withheld, conditioned or delayed. Consent by Lessor to assignment shall be
deemed to be unreasonably withheld if the proposed sub-Lessee is of such
financial standing and responsibility at the time of such assignment as to give
reasonable assurance of the payment of all Use Payment and other amounts
reserved in this Agreement and compliance with all of the terms, covenants,
provisions and conditions of this Agreement. Should this Agreement be assigned
to any entity other than the Lessee's principal, affiliates or subsidiaries, Lessor
shall be free to renegotiate the lease terms and the Use Payment amount. If the
assignment of this Agreement results in remuneration to Lessee by the sub-
Lessee, Lessor shall be free to renegotiate the Use Payment due.
11
ARTICLE XIII
NOTICES
All notices hereunder must be in writing and shall be deemed validly given
if sent by certified mail, return receipt requested, or by courier or by overnight
delivery, addressed as follows (or to any other address that the party to be
notified may have designated to the sender by like notice):
LESSEE: IT Director
City of Miami Beach
1100 Washington Avenue
Miami Beach, Florida 33139
LESSOR: Parkview Point Condominium Association
Attn: Ann Meng
7441 Wayne Avenue
Miami Beach, Florida 33141
ARTICLE XIV
LESSEE MORTGAGE
Lessor covenants and agrees that, at all times during the continuance of
this Agreement, and subject to Lessor's prior written approval, which approval
shall not be unreasonably withheld, Lessee shall have the right to mortgage or
convey by deed of trust or other instrument adequate for the purpose of securing
any bona fide indebtedness of Lessee, this Agreement or the interest of Lessee
created hereby, together with all of Lessee's right, title and interest in and to the
Communications Facility, Improvements, and any other equipment, towers or
trade fixtures placed on the Site by Lessee, provided that such mortgage,
conveyance or encumbrance, nor any foreclosure thereof, nor any purchase
thereunder, shall impair or abridge the rights of Lessor. In the event of any such
mortgage conveyance (or assignment), Lessor's lien shall be superior and shall
not be subordinate to any such debtor's lien on such Improvements, equipment,
towers, or trade fixtures. With regard to Article XV of the Agreement, Lessor
12
makes no representations, warranties or assurances as to Lessee's rights to
mortgage or convey its' interest leased herein or with regard to Lessee's ability to
secure financing. The failure of Lessee to mortgage or convey its' interest under
this Agreement or to secure financing shall not in any way effect the validity of
the Agreement or Lessee's obligations under the Agreement.
ARTICLE XV
CONDEMNATION
If the whole of the Site or such portion thereof as will, in Lessee's sole
judgment, make the Site unusable for the purposes herein provided, are
condemned by any legally constituted authority for any public use or purpose,
then in either of said events the Term hereby granted shall cease from the time
when possession thereof is taken by public authorities, and the Use Payment
shall be accounted for as between Lessee and Lessor as of that date. Any lesser
condemnation shall cause the Use Payment payable hereunder to be reduced by
such percentage as the area so condemned bears to the entire Site. Nothing in
this provision shall be construed to limit or affect Lessee's right to an award of
compensation of any eminent domain proceeding for the Improvements or
Lessee's use interest hereunder.
ARTICLE XVI
TESTS
Lessee is hereby specifically permitted to conduct surveys, soil tests, radio
coverage tests, and any other test or investigation needed to determine if the
physical condition of the Site is suitable for Lessee's uses hereunder. Lessee
may bring onto the Parent Tract or the Site any equipment and machinery,
including vans, trucks and cranes, that may be reasonably necessary to conduct
these tests, but Lessee shall be responsible for any damage to the common
elements or property located on the Parent Tract or Site, caused by any machine
13
brought thereon. With regard to this Article XVII, Lessee's rights set forth herein
shall only exist to the extent permitted by the Declaration.
ARTICLE XVII
'CONDITION OF THE BUILDING
17.1 To the extent that any cost or expense arises or is incurred in relation
to the operation, maintenance and repair of the Site as a result of any act or
omission of Lessee, Lessee shall be responsible for such
cost and expense. Lessor and Lessee shall each comply with all applicable
Federal, State and local laws, ordinances, codes, rules and regulations
pertaining to the Building and the Site, effective at the time of execution of this
Agreement and as enacted thereafter, the violation of which will in anyway
negatively effect the rights and/or use of Lessor or Lessee under this Agreement.
The party failing to comply with any such law, ordinance, code, rule or regulation
shall be solely responsible for any fines, penalties, levies, and/or other additional
expenses as a result of non-compliance with the requirement of such authorities.
17.2 Lessee covenants and agrees that Lessee's Communications
Equipment, its installation, operation and maintenance will:
17.2.1 Not damage the Building structure and accessories thereto.
17.2.2 Comply with all applicable rules and regulations of the FCC
and the City, County and State which has jurisdiction with respect to the
Communications Facility.
17.2.3 If the Building is damaged for any reason so as to render it
substantially unusable for Lessee's use, Use Payment shall abate for such
period while the Lessor, at its expense, restores the Building to its
condition prior to such damage; provided however, in the event the Lessor
fails to repair the Site within thirty (30) days from the date of such damage,
Lessee shall have the right to terminate this Agreement with no further
obligations hereunder.
14
ARTICLE XVIII
MISCELLANEOUS
18.1 This Agreement contains all agreements, promises and
understandings between Lessor and Lessee and no verbal or oral agreement,
promises or understandings relating to the Site, the Building, or the Parent Tract
shall be binding upon either Lessor or Lessee in any dispute, controversy or
proceeding at law. Any addition, variation or modification to this Agreement shall
be void and ineffective unless made in writing and signed by the parties. If any
term or provision, or any portion thereof, of this Agreement, or the application
thereof to any person or circumstances shall, to the extent, be invalid or
unenforceable, the remainder of this Agreement, or the application of such term
or provision to persons or circumstances, other than those as to which it is held
invalid or unenforceable, shall not be affected thereby, and each term and
provision of this Agreement shall be valid and enforced to the fullest extent
permitted by law.
18.2 This Agreement and the obligations of the parties, and the
performance thereof shall be governed, interpreted, constructed and regulated by
the laws of the State of Florida.
18.3 This Agreement shall inure to the benefit of and be binding upon the
heirs, personal representatives, successors and assigns of the parties hereto.
18.4 Neither this Agreement nor any notice of it shall be recorded in any
Public Records.
18.5 Whenever under this Agreement the consent or approval of either
party is required or a determination must be made by either party, no such
consent or approval shall be unreasonably withheld or delayed, and all such
determinations shall be made on a reasonable basis and in a reasonable
manner.
18.6 If any article, paragraph, section, provIsion, sentence, clause, or
portion of this Agreement is determined to be illegal, invalid or unenforceable,
such determination shall in no way affect the legality validity or enforceability of
15
any article, paragraph, section, provision, sentence, clause or portion of this
Agreement and any such affected portion or provision shall be modified,
amended, or deleted to the extent possible and permissible to give the fullest
effect to the purposes of the parties and of this Agreement, and the parties
hereby declare that they would have agreed to the remaining parts of this
Agreement if they had known that such provisions or portions thereof would be
determined to be illegal, invalid, or unenforceable.
18.7 Captions and headings are for convenience of reference only and in
no way shall be used to construe or modify the provisions set forth in this
Agreement.
18.9 Time is of the essence in this Agreement.
ARTICLE XVIV
LIMITATION OF CITY'S LIABILITY
19.1 Notwithstanding any other provision of this Agreement, Lessee's total
liability, whether for breach of contract, warranty, negligence, strict liability in tort,
indemnification, or otherwise, is limited to the direct damages recoverable under
law. In no event will Lessee be liable for any loss of use, loss of time,
inconvenience, commercial loss, lost profits or savings, or other incidental or
consequential damages related to or arising from this Agreement. This limitation
of liability will survive the expiration or termination of this Agreement. Nothing
contained in this Article XVIV or elsewhere in this Agreement is in any way
intended to be a waiver of the limitation placed upon the City's liability as set forth
in Section 768.28, Florida Statutes.
ARTICLE XX
GOVERNING LAW AND EXCLUSIVE VENUE
This Agreement shall be governed by, and construed in accordance with,
the laws of the State of Florida, both substantive and remedial, without regard to
16
principles of conflict of laws. The exclusive venue for any litigation arising out of
this Agreement shall be Miami-Dade County, Florida, if in state court, and the
U.S. District Court, Southern District of Florida, if in federal court. BY
ENTERING INTO THIS AGREEMENT, LESSOR AND LESSEE EXPRESSLY
WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF
ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS
AGREEMENT.
17
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first written above.
Wines~
k~ OC~~Cvv~V
Printed Name
LESSOR
Parkview Point Condominium
Association,
By: O:zr
prinC;~aJ!tev-~---
Signed, sealed and delivered
in the presence of:
President
Title
Address
.)
Exec~d on I day of
00 ~h_ ,2004.
STATE OF FLORIDA )
) ss:
COUNTY OF MIAMI-DADE )
J-
I The foregoing instrument was sworn to before me this --L- day of
OC-Ml~<V- , 2004 by A p '0 r'q; ,,-,c.., ,as (title) 711~"1-'Uc..J-t of
, a Florida corporation, who is personally known to me or
who produced . -. Ication and who did (did
not) take an oath.
My commission expires Florida:
18
LESSEE
Signed, sealed and delivered
in the presence of:
ofth~1J~A
Witness
j,;//aJl7I t2. /-fof(u'elif
Printed Name
Nl?lol.
Title
/7(}tJ fMl/tmJ7tNJ C!uvfltlL/)l.
Address dJllIl1J/ &-Hr/l., FL- 3313'r
~ecuted on 13ttday of
~1hNC- ,2004.
STATE OF FLORIDA )
) ss:
COUNTY OF MIAMI-DADE )
---n The foregoing instrument was sworn to before me this L3..... day of
-/~:::Y!.e.rno/.r- , 2004 by /-/a~ 7:>au/ d ~/??eI-; as
/77avo~ of The Cit of Miami Beach a Municipal Corporation
of the Stafe of Florida, who is ersonally known- to me or who produced
as identiflca Ion an w 0 did (did not) take an oath.
My commission expires:
fZ/ a -,{1/~~
NOTARY PUB[IC, State of Florida
at Large
F:latto\AGUR\AGREEMNT\No, End Radio Antenna Site Lease Agr. (Parkview Point Condo).doc
19
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
~m.
{l;~
......................
.~ PAULA =='211 ~
. . ElcplNe 7/'1JJ1D11 :
~O,,\~ 8ondod """ (lIOO)432-l254!
::~:I~~:......f.~~~~.!'!~~~.:,'~.i
\.