TITLE
RESOLUTION APPROVING LEASE OF VACANT LAND LOCATED AT 9300 N. W. 41 STREET TO DADE COUNTY ASSOCIATION OF FIRE FIGHTERS CHARITIES, INC. FOR CONSTRUCTION OF A DAY NURSERY CENTER

BODY
WHEREAS, Miami-Dade County owns vacant land on the northwesterly portion of the 24-acre campus of the Miami-Dade Fire Rescue Headquarter property situated at 9300 NW 41 Street, Miami, Florida 33178-2414, as more particularly described in the attached form of lease (the "Land"); and
WHEREAS, the Dade County Association of Fire Fighters Charities, Inc., is a Florida not for profit corporation organized to promote community interest and welfare; and
WHEREAS, the center will serve up to 150 children and employees of the Miami-Dade Fire Rescue Department shall be given first preference for child enrollment at the future planned day nursery center; and
WHEREAS, the lease shall be for a term of ten (10) years for total rental of one dollar ($1.00) per year, with an option to renew for five (5) additional ten (10) year renewal periods upon the same terms and conditions,
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MIAMI-DADE COUNTY, FLORIDA, that the County Manager be and he is hereby authorized to execute the lease agreement for the Land substantially in the form attached to this resolution as Exhibit A, and to exercise the renewal, termination and cancellation provisions contained in the lease.

OTHER
LEASE AGREEMENT

THIS AGREEMENT made on the day of , 2002, by and between MIAMI-DADE FIRE RESCUE DISTRICT, a political subdivision of the State of Florida, herein sometimes designated or referred to as the "LANDLORD," and Dade County Association of Fire Fighters Charities, Inc., hereinafter referred to as the "TENANT,"

WITNESSETH:
Whereas Tenant is an organization not for profit organized for the purposes of promoting community interest and welfare, and
Whereas Landlord, pursuant to Section 125.38 of the Florida Statutes, wishes to lease to Tenant a parcel of property to construct, operate and maintain a day nursery center subject to the terms and conditions set forth below;
NOW THEREFORE, the parties, agree as follows:

AGREEMENT
That LANDLORD, for and in consideration of the restrictions and covenants herein contained, hereby leases to TENANT and TENANT hereby agrees to lease from LANDLORD the premises described as follows:

A portion of vacant land on the northwesterly portion of Tract B of the Miami-Dade Fire Rescue Headquarter property, the lined boundaries of which appear approximately in the draft drawing attached hereto as Exhibit A. The Tenant shall survey the property and provide the final legal description for approval by the Landlord no later than August 9, 2004, whereupon the leased land shall be the area represented in the final legal description. The land leased, together with all construction and improvements thereon, shall be referred to in this lease as the Leased Premises.

TO HAVE AND TO HOLD unto said TENANT for a term of 10 years. The term shall commence upon the effective date of the resolution by the Board of County Commissioners approving this lease agreement (the "Commencement Date"). The lease shall be for and at a total rental of One Dollar and 0/100 ($1.00), per year payable to the Miami-Dade Fire Rescue Department 9300 NW 41st Street, Miami, Florida 33178-2414.

ARTICLE I
USE OF LEASED PREMISES

TENANT shall use the Leased Premises solely for the construction and operation of a child day care center to serve up to 150 children. Employees of the Miami-Dade Fire Rescue Department shall be given first preference for child enrollment at the future planned child day care center. Tenant shall maintain enrollment to the Leased Premises open to the public and at all times promote community interest and welfare.

ARTICLE II
CONDITION OF LAND

TENANT hereby accepts the Leased Premises in an "as is" condition commencing on the Commencement Date. Any and all testing, design, construction and infrastructure improvements, including but not limited to any environmental remediation and drainage improvements required shall be at the sole cost of the TENANT.

ARTICLE III
TERMINATION

This Lease Agreement shall be terminated 24 months from the Commencement Date if building permits have not been issued for the child day care center, and 48 months from the Commencement Date if the child day care center has not received a certificate of occupancy.

ARTICLE IV
MAINTENANCE

TENANT agrees to maintain the grass and keep the grounds in an attractive condition and appearance, during the term of this Lease Agreement or any extension or renewal thereof. Tenant agrees to provide, at its sole cost and expense, all maintenance, repairs or replacements, as necessary, both exterior and interior, required to keep the Leased Premises in a state of good repair, and in a safe and clean condition at all times. Tenant shall be responsible for and shall repair any damage caused to the premises as a result of Tenant's use of the Leased Premises or any vandalism, malicious mischief or criminal acts thereto. Landlord shall notify Tenant after discovering any damage which Tenant is responsible for maintaining, repairing or replacing and Tenant shall take the necessary actions to remedy such damage promptly after said notice.

ARTICLE V
ASSIGNMENT

TENANT shall not sublet, transfer, mortgage, pledge, or dispose of this Lease Agreement or any extension term hereof without the written consent of LANDLORD first obtained in each case. Unreasonable consent shall not be withheld. By exception, in the event that the TENANT requires a leasehold mortgage with a recognized financial institution to construct the improvements described in this lease, the parties undertake to negotiate in good faith to include within this agreement appropriate leasehold mortgage provisions, which shall become effective only upon approval by the Board of County Commissioners of an amendment to this lease setting forth those provisions.


ARTICLE VI
NO LIABILITY FOR PERSONAL PROPERTY

All real or personal property placed, moved or constructed on the Leased Premises shall be at the risk of TENANT or the owner thereof. LANDLORD shall not be liable to TENANT for any damage to said real or personal property unless caused by or due to negligence of LANDLORD, LANDLORD's agents or employees, subject to all limitations of Florida Statutes, Section 768.28.


ARTICLE VII
CONSTRUCTION

LANDLORD shall review and approve all construction plans. All construction plans must comply with current building codes and designed to withstand hurricane force winds of 120 mile per hour. All parking and other ancillary facilities required for the construction and operation of the day nursery center shall be contained within the Leased Premises. All signs and future building exteriors shall be approved by LANDLORD and maintained in an attractive manner by the TENANT. As a condition of any construction, Tenant shall obtain itself or through a construction contractor, a payment and performance bond (the "Construction Bond") in the full amount of the construction costs, which bond shall run to the benefit of Miami-Dade County and otherwise satisfy the requirements set forth in Section 255.05 of the Florida Statutes.
The Construction Bond shall remain in effect until the completion of any payment for the improvements, free and clear of all claims of subcontractors, laborers and material suppliers. The Construction Bond shall be subject to approval by Lessor.
Tenant, at Tenant's sole cost and expense, shall provide security and protection as may be reasonably necessary to keep the Leased Premises secure and protected at all times, including but not limited to, the period of construction.


ARTICLE VIII
PEACEFUL POSSESSION

Subject to the terms, conditions, and covenants of this Lease Agreement, LANDLORD agrees that TENANT shall and may peaceably have, hold, and enjoy the premises above described, without hindrance or molestation by LANDLORD.


ARTICLE IX
SURRENDER OF PREMISES

TENANT agrees to surrender to LANDLORD, at the end of the term of this Lease Agreement or any extension thereof, the Leased Premises in as good condition as said premises were at the beginning of the term of this Lease Agreement.


ARTICLE X
INDEMNIFICATION AND HOLD HARMLESS

TENANT shall indemnify and hold harmless the LANDLORD and its officers, employees, agents and instrumentalities from any and all liability, losses, or damages, including attorney fees and costs of defense, which the LANDLORD or its officers, employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to or resulting from the performance of the Lease Agreement by the TENANT or its employees, agents, servants, partners, principals or subcontractors. TENANT shall pay all claims and losses in connection therewith, and shall investigate and defend all claims, suits, or actions of any kind or nature in the name of the LANDLORD, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney's fees which may issue thereon. TENANT expressly understands and agrees that any insurance protection required by this Lease Agreement or otherwise provided by TENANT shall in no way limit the responsibility to indemnify, keep and save harmless and defend the LANDLORD or its officers, employees, agents and instrumentalities as herein provided.

ARTICLE XI
LIABILITY FOR DAMAGE OR INJURY

LANDLORD shall not be liable for any damage or injury which may be sustained by any party or person on the Leased Premises other than the damage or injury caused solely by the negligence of LANDLORD, its officers, employees, agents, invitees, or instrumentalities, subject to all limitations of Florida Statutes, Section 768.28.



ARTICLE XII
SUCCESSORS IN INTEREST

It is hereby covenanted and agreed between the parties that all covenants, conditions, agreements, and undertakings contained in this Lease Agreement shall extend to and be binding on the respective successors and assigns of the respective parties hereto, the same as if they were in every case named and expressed.


ARTICLE XIII
CANCELLATION

Either party, shall have the right to cancel this Lease Agreement for convenience at any time by giving the other at least sixty (60) days' written notice prior to the date that final building permits are issued for construction of the superstructure of the facility, specifically excluding foundation only permits.


ARTICLE XIV
OPTION TO RENEW

Provided this Lease Agreement is not otherwise in default, TENANT is hereby granted the option to extend this Lease Agreement for five (5) additional ten (10) year renewal periods upon the same terms and conditions.



ARTICLE XV
NOTICES

It is understood and agreed between the parties hereto that written notice addressed to LANDLORD and mailed or delivered to the Fire Chief, Miami-Dade Fire Rescue Department 9300 NW 41st Street, Miami, Florida 33178-2414, shall constitute sufficient notice to LANDLORD, and written notice addressed to TENANT and mailed or delivered to the address of TENANT at _____________________________,_________________________________, Miami, Florida _____ shall constitute sufficient notice to TENANT to comply wit the terms of this Lease Agreement.
Notices provided herein in this paragraph shall include all notices required in this Lease Agreement or required by law.


ARTICLE XVI
INSURANCE

Prior to occupancy, TENANT shall furnish to the, LANDLORD, certificate(s) of insurance which indicate(s) that insurance coverage has been obtained which meets the requirements as outlined below:

A. Public Liability Insurance, in an amount not less than $300,000 combined single limit per occurrence for bodily injury and property damage. MIAMI-DADE COUNTY must be shown as an additional insured with respect to this coverage.

B. Automobile Liability Insurance, covering all owned, non-owned, and hired vehicles used in connection with the Lease Agreement in an amount not less than $300,000 combined single limit for bodily injury and property damage

C. Workman's Compensation Insurance as required by Chapter 440, Florida Statues. The insurance coverage required shall include those classifications as listed in.
Standard Liability Insurance Manuals which most nearly reflect the operations
of TENANT under this Lease Agreement.

D. Property insurance, fire and extended risk insurance coverage in an amount not less than the full insurable replacement value of any improvements or structures located on the Leased Premises, immediately upon erecting any improvement or facility allowed under this Lease.
The insurance policies required above shall be issued by companies authorized to do business under the laws of the State of Florida, with the following qualifications as to management and financial strength:

The Company must be rated no less than "B" as to management, and no less than "Class V" as to financial strength, by the latest edition (1986 or later) of Best's Insurance Guide, published by A. M. Best Company, Oldwick, New Jersey, or its equivalent subject to the approval of the County Risk Management Division.

or

The Company must hold a valid Florida Certificate of Authority as shown in the latest "List of All Insurance Companies Authorized or Approved to Do Business in Florida", issued by the State of Florida Department of Insurance and must be members of the Florida Guaranty Fund.

Certificates will indicate that no modification or change in insurance shall be made without thirty (30) days' written advance notice to the certificate holder.
Compliance with the foregoing requirements shall not relieve TENANT of its liability and obligations under this Section or under the Indemnification and Hold Harmless Article, or any other portion of this Lease Agreement.
TENANT shall be responsible for assuring that the insurance certificates required in conjunction with this section remain in full force for the duration of this Lease Agreement. If insurance certificates are scheduled to expire during the term of the Lease Agreement, TENANT shall be responsible for submitting new or renewed insurance certificates to the LANDLORD at a minimum of thirty (30) days in advance of such expiration.

ARTICLE XVII
PERMITS, REGULATIONS & SPECIAL ASSESSMENTS

TENANT covenants and agrees that during the term of this Lease Agreement TENANT will obtain any and all necessary permits and approvals and that all uses of the Leased Premises will be in conformance with all applicable laws, including all applicable zoning regulations.
TENANT shall pay any and all charges, taxes, or assessments levied against the Leased Premised and failure to do so will constitute a breach of this Lease Agreement.




ARTICLE XVIII
TERMINATION BY LANDLORD

In addition to other instances described herein, the happening of any of the following shall cause this agreement to be automatically terminated:
A. Assignment by TENANT of this lease for the benefit of creditors.
B. In the event the TENANT shall abandon or vacate the demised property or any improvements made thereto before the end of the term of this Lease, or any extension or renewal thereof, or discontinue operation hereunder for a period of ninety (90) days or more.

C. If the demised property shall be used by TENANT for any other purpose than as authorized in this Lessor if Tenant shall fail to maintain required State of Florida licensing.


D. The failure of TENANT to correct destruction of premises pursuant to the provisions of this Lease.

The LANDLORD shall have the right to terminate this Agreement after thirty (30) days written notice sent by registered or certified mail to the TENANT of the occurrence of any one or more of the following, unless the same shall have been corrected within such period, and except as otherwise provided for in this Lease:
A. Non-performance of any covenant of this Lease Agreement and failure of the TENANT to remedy such breach.

B. The conducting of any business specifically authorized herein.

ARTICLE XIX
ADDITIONAL PROVISIONS

1. Mechanic's, Material men's and Other Liens
TENANT agrees that it will not permit any mechanic's, material men's or other liens to stand against the demised premises for work or materials furnished to TENANT; it being provided, however, that TENANT shall have the right to contest the validity thereof. TENANT shall immediately pay any judgment or decree rendered against TENANT, with all proper costs and charges, and shall cause any such lien to be released off record without cost to LANDLORD.
2. Non-Discrimination
The Board of County Commissioners declared and established as a matter of policy, by Resolution No. 9601 dated March 24, 1964, that there shall be no discrimination based on race, color, creed, or national origin and Resolution No. 85-92 dated January 21, 1992, that there shall be no discrimination on the basis of disability in connection with any County property or facilities operated or maintained under lease agreement, license, or other agreement from MIAMI-DADE COUNTY or its agencies.
TENANT agrees to comply with the intention of Resolution No. 9601 dated March 24, 1964 and Resolution No. 85-92 dated January 21, 1992, involving the use, operation, and maintenance of the property and facilities included in this Lease Agreement.

ARTICLE XX
WRITTEN AGREEMENT

This Lease Agreement 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 Board of County Commissioners.


IN WITNESS WHEREOF, LANDLORD and TENANT have caused this Lease Agreement to be executed by their respective and duly authorized officers the day and year first above written.



(OFFICIAL SEAL)




ATTEST:
MIAMI-DADE FIRE RESCUE DISTRICT

HARVEY RUVIN, CLERK


By: _________________
DEPUTY CLERK Charles U. Phillips, Director
Miami-Dade Fire Rescue Department
(LANDLORD)

_____________________
WITNESS


______________________
WITNESS




_______________________ DADE COUNTY ASSOCIATION OF WITNESS FIRE FIGHTERS CHARITIES, INC,



______________________ By____________________________
WITNESS Authorized Signatory (TENANT)