HomeMy WebLinkAboutR-1996-018RESOLUTTON NO. 18-96
A RESOLUTION OF THE CITY OF DANIA, FLORIDA,
APPROVING THE SETTLEMENT AGREEMENT
BETWEEN THE CITY OF DANIA AND THE ARAGON
GROUP, INC. IN CONNECTION WITH THE JANUARY 16,
1981, LEASE AND LICENSING AGREEMENT AS
AMENDED FOR THE SEAFAIR PREMISES AND
AGCEPTED BY THE BOARD OF REGENTS OF THE
STATE UNIVERSITY SYSTEM OF FLORIDA; AND
PROVIDING FOR AN EFFECTIVE DATE.
MAYO MISSIONER
CITY CLER UDITOR
APPROVED AS TO FORM AND CORRECTNESS:
a,llo{
A
CI ATTORNEY RESOLUTION NO. 18-96
BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA,
FLORIDA.
Section 1. That the Settlement Agreement between the City of Dania and the
Aragon Group, lnc., in connection with the January 16, 1981 , Lease and Licensing
Agreement as amended for the Seafair premises and accepted by the Board of
Regents of the State University System of Florida, is set forth in Exhibit "A" and all
attachments hereto are made a part hereof, and the same are hereby approved.
Section 2. That this resolution shall be in force and take effect immediately
upon its passage and adoption.
PASSED AND ADOPTED THIS 27th DAY OF FEBRUARY, 1996.
ST, I"TLEMENT AGREEMENT
WHEREAS, the City of Dania ("Dania") is the owner of certr,', rcal properr) which was
leased to Saturday Corporation purs:ant to a Lease and Licensing Agrtxrucnr dated January 16, 1981
as amended from time to time (hereinaticr " the 1981 Lease and Licensing Agreement"); and
WHEREAS, The Aragon Group, Inc ('Aragon") is the successor in interest to the Saturday
Corporation; and
WHEREAS, pursuant to the 1981 Lease and Licensing Agreement, Aragon occupied the
leased and licensed prenrises and constructed a retail, restaurant and marina complex popularly
referred to as "Seafair"; and
WHEREAS, in conjunction with the negotiations in regard to the lease by the Board of
Regents of the State University System ofFlorida relative to the SeaFair premises, Dania implied that
Aragon was in default ofits obligations under its 1981 Lease and Licensing Agreement for the reason
that most of the SeaFair structure was not open; and
WHEREAS, on September 26, 1995, the Dania City Commission gave Dania's special
litigation counsel authority to have Aragon declared in default of its obligations under the 1981 Lease
and Licensing Agreement and to seek a termination of Aragon's interest in the 1981 Lease and
Licensing Agreement; and
WHEREAS, Aragon denies that it was or is in default of any of its obligations under the
1981 Lease and Licensing Agreement; and
WHEREAS, notwithstanding their differences over Aragon's compliance with its obligations
under the 1981 Lease and Lrcensing Agreement, Aragon and Dania wish to see SeaFair renovated
as an FAU ocean engineering research center; and
WEEREAS, Aragon and Dania wish to avoid what would be lengthy and cr,',ir litigation
in regard to Aragon's compliance with its obligat'onr pn,1€r the 1981 Lease and Licensing
Agreernent. and
WHEREAS, Aragon and Dania wish to resolve their differences in an amicahle and mutually
beneficial manner.
NOW TIIEREFORE COME the CITY OF DANIA a Florida municipal corporation, and
THE ARAGON GROUP, INC. and agree as follows:
1 . That certain Lease and Licensing Agreement, as amended from time to time, between
Dania and Aragon which is attached hereto as Exhibit I to this Settlement Agreement and
SETTLEMf,,NT AGREEMENT
Execution Copy/February 16, 1996
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Page I
incorporated herein and hereinafter referred to as the " 1981 Lease and Licensing Agreement" except
as specfically provided herein and in the 1996 LEASE AND LICENSING AGRXEMENT in the
form attached hereto as Exhibit 3 and refened to as the '1996 LEASE AND LICENSING
AGREEMENT" by and between the City of Dani4 a Florida municipal corporation and the Board
ofRegents ofthe State University System ofHorid4 shall be canceled upon the happening ofthe last
ofthe events provided for in this Settlement Agreement.
2. In consideration for the cancellation ofthe 1981 Lease and Licensing Agreement,
except as specifically provided herein and in the ISq6 T,EAST., ANTI T,T'NNSIN(] AGREEMENT
the Board ofRegents ofthe State University System ofFlorida agrees to pay on that date which is
the later of May l, 1996 or that date which is Forty (40) days zubsequent to the Effective Date of
this Settlement Agreemen! to Araeion the srm ofFour Million Two Hundred Thousand and 00/100
($4,200,000.00) U.S. Dollars by voucher, and to Dania the sum of One Million and 00/100
($1,000,000.00) U.S. Dollars by voucher, and the parties agree to execute and record the
CANCELI,ATION OF 19EI LEASE AND LICENSING AGREEMENT and Supplements in the
form attached hereto as Exhibit 2 and on the Effective Date to execute and deliver the 1996 LEASE
AND LICENSING AGREEMENT.
3. Dania agrees to lease and license the premises which were the subject ofthe 1981
Lease and Licensing Agreement to the Board ofRegents ofthe State University System ofFlorida
and the Premises as defined in the 1996 LEASE AND LICENSING AGREEMENT for the
redevelopment of Sealair into an ocean engineering and research institute and for other educational
uses incidental and complementary thereto, to be operated by Florida Atlantic University pursuant
to the 1996 LEASE AND LICENSING AGREEMENT which 1996 LEASE AND LICENSING
AGREEMENT shail prohibit until December 31,2012 and shall prohibit after December 31, 2012
unless such prohibition is rescinded by Dania (1) the use of the Premises, in whole or in part, for
garnbling ofany type or form at any time; and (2) the docking or mooring in adjacent waterways of
any boat or ship which is engaged in gambling ofany type or form while in port or at sea.
4. Aragon shail provide a letter to Florida Atlantic University and Dania wherein Aragon,
to the extent permitted by law, shall cause Florida Atlantic University to be included in one (l) charity
went per year for ten (10) years which event shall be conducted at Dania Jai Alai, as authorized by
Florida Statutes, with the proceeds contributed to Florida Atlantic University, and Florida Atlantic
University shall utilize s.rch proceeds for the purposri ofproviding scholarships to deserving students
from Dania. The number and amount of scholarships will depend on the availability of funds. The
parties' intent is each year to use the available funds to commence supporting a minimum of one
student through that student's completion ofan undergraduate degree, which scholarship support
period can e*end beyond the ten year charity fund raising period. In the event that in any particular
sernester a quaiiEed snrdent from Dania cannot be identified, the funds shall continue to accumulate
until srch a snrdent or srdents are identified. The City Commission may recommend candidates for
the scholarship.
SETTLf,,MENTAGREEMENT
Execution Copy/February 16, 1996
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5. Provided that Dania shall have complied with this Settlement Agreement, Aragon
agrees that, for and in consideration ofthe promises of compliance and/or performance as well as the
release granted to it in Paragraph 6, for itself and on behalf of its successors, assigns, officers,
employees, agents, independent contractors and representatives, does hereby remise, release and
forever discharge Dania, its Mayor and Commissioners, its successors, heirs, assigns, omcers,
employees, agents and independent contractors and representatives, from any and all claims, actions,
liabilities, judgrnents, debts, demands, damages, sums ofmoney, accounts, compensation ofall forms
and descriptions, contracts, covenants, promises, representations and transactions which it has had
or now has against Dania for or by any reason ofor in any way related to any matter, transaction,
course of conduct, contract, cause or thing whatsoever, including without limitation ofthe foregoing:
certain incidents, facts, and circumstances which are related to the 1981 Lease and Licensing
Agreement.
6. Provided that Aragon shall have complied with this Settlement Agreement, Dania
agtees that, for and in consideration ofthe promises of compliance and/or performance as well as the
release granted to it in Paragraph 5, for itself and on behalf of its successors, assigns, officers,
employees, agents, independent contractors and representatives, does hereby remise, release and
forever discharge Aragoq its successors, heirs, assigns, officers, employees, agents and independent
contractors and representatives, from any and all claims, actions, liabilities, judgments, debts,
demands, damageq u:ms ofmoney, accounts, compensation of all forms and descriptions, contracts,
covenants, promises, representations and transactions which it has had or now has against Dania for
or by any reason ofor in any way related to any matter, transaction, course of conduct, contract,
cause or thing whatsoever, including without limitation ofthe foregoing: certain incidents, facts, and
circumstances of which are related to the l98l Lease and Licensing Agreement.
7. At the time of the receipt of the sum of Four Million Two Hundred Thousand and
00/100 ($4,200,000.00) U.S. Dollars by Aragon pursuant to Paragraph 2 of this Settlement
Agreement, Aragon shall satisry a[ liens upon the SeaFair premises that are security for any debt of
Aragon and/or were placed or caused to be placed against or upon the leasehold and./or license of
Aragon and/or the improvements thereon or adjacent thereto by Aragon and Aragon shall provide
satisfactory documentation of satisfaction and discharge of any such liens or interest in the SeaFair
premises and/or the Aragon leasehold and license interest therein for the improvements located
thereon or adjacent thereto.
8. At the time of the receipt of the sum of Four Million Two Hundred Thousand and
00/100 ($4,200,000.00) U.S. Dollars by Aragon pursuant to Paragraph 2 of this Settlement
Agreement, Aragon shall quit claim, subject to the Aragon License Area pursuant to and in
accordance with the 1995 LEASE AND LICENSING AGREEMENT. to Dania any and all
interest Aragon may have in and to the SeaFair Premises, including the real property, improvements
affixed thereto, including the docks and other marine improvements, chattels real, and fixtures, and
to further assign all permits, licenses, plans, drawings, surveys, and approvals for the operation ofthe
SeaFair premises not specifically required, needed or to be utilized by Aragon in the use and operation
SETTLEMENT AGREEMENT
Execution Copy/February 16, 1996
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Page 3
of the commercial marina in the Aragon License Area during the Aragon License Area Term as
specifically described and set forth in the 1996 LEASE AND LICENSING AGREEMENT, all of
which shall become part of the premises leased or licensed to the Board of Regents of the State
University System of Florida pursuant to and in accordance with the 1996 LEASE ANI)
LICENSING AGREEMENT Anyhing contained herein to the contrary notwithstanding, the title
to personal property shall not be quit claimed, transferred, s€t over, and/or assigned by Aragon
pursuant to the terms hereof as Aragon shall remove all such personal property from all portions of
the SeaFair premises other than the Aragon License Area in accordance with and pursuant to the
terms of the 1996 LEASE AND LICENSING AGREEMENT except that in the event any unique
and/or specially designed equipment exists that is necessary for the proper mechanical operation of
the SeaFair premises, therL Aragon shall deliver to Dania any such equipment and quit claim the title
thereto to Dania.
9. The interpretation, validity and enforceability ofthe Settlement Agreement and any
agreement to be executed in connection herewith, including all terms, provisions, rights and duties
set forth hereirL shall be interpreted and construed in accordance with the law ofthe State ofFlorida
without reference to rules governing any conflict of laws.
10. The determination by any court of competent jurisdiction that any provision ofthis
Settlement Agreement, or any agreement entered into in connection herewith is not enforceable in
accordance with its terms and conditions shall not affect the validity or enforceability of any ofthe
remaining provisions; rather, any such unenforceable provision shall be stricken or modified in
accordance with the Court's decision, this Settlement Agreement, or any other agreement to be
entered into in connection herewith, as modifie4 shall continue to bind the parties thereto. Anything
contained herein to the contrary notwithstanding in the event any such decision ofthe court shall
cause a rnaterial element hereof to be unenforceable in acmrdance with its terms and conditions such
that an inequitable and/or unconscionable circumstance would result, then, in that event, any party
hereto may apply to any court of competent jurisdiction which court shall have the power and
authority to modiS the remaining terms and conditions ofthis Settlement Agreement in order that
any such inequitable and unconscionable circumstance may be eliminated to the fullest exent possible.
11. This Settlement Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same
instrument.
12. This Settlement Agreement among the parties consists only ofthe express written
terms and conditions set forth in this Settlement Agreement or any other agreement entered into in
connection herewith. All understandings and agreements heretofore made between the parties have
been merged into this Settlement Agreement, which alone fully and completely express the parties
understanding. There are no promises or agreements, oral or otherwise, inducing entry into this
Settlement Agreement, EXCEPT ONLY AS E)GRESSLY SET FORTH IN WRITING HEREIN.
THE PARTIES ARE RELYING ONLY ON THE E)GRESS TERMS, CONDITIONS AND
SETTLEMENT AGREEMENT
Execution Copy/February 16, 1996
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AGREEMENTS SET FORTH TIEREIN. THE PARTIES FURTHER AGREE THAT A}[Y
PROMSE OR AGREEMENT, NOT EXPRESSLY SET FORTH IN WRITING AND SIGNED BY
TI{E PARTIES, CAN NOT BE RELIED I.]PON AND WILL NOT BE VALID OR
ENFORCEABLE.
13. The parties to this Settlement Agre€ment acknowledge that all terms ofthis Settlement
Agreement are negotiated at ams length and that each party, being represented by counsel, is acting
to protect its own interest.
14. The terms and conditions set forth in this Settlement Agreement are the product of
mutual draftsmanship by all parties, each being represented by counsel, and any ambiguities in this
Settlement Agreement or any documentation prepared pursuant to or in connection with this
Settlement Agreement shall not be construed against any ofthe parties because of draftsmanship.
15. Any waiver, alteration or modification of any of the provisions of this Settlement
Agreement, or any additional agreements or understandings between the parties, shall not be valid
or enforceable unless in writing and signed by all parties hereto, it being expressly agreed that this
Settlement Agreement, or any other agreement between the parties cannot be modified orally, by
course of dealing or by implied agreement.
16. The parties agree to cooperate with each other and to execute whatever further
documents may be deemed necessary to effectuate the terms ofthis Settlement Agreement.
17 . The Effective Date ("Effective Date") of this Settlement Agreement shall be the
Effective Date ofthe 1996 LEASE AND LICENSING AGREEMENT. In the event the Effective
Date of this Settlement Agreement is not on or before May 31, 1996, then, in that event, this
Settlement Agreement shall be null and void ab initio and ofno force or effect whatsoeve' rnd no
party hereto shall have any liability hereunder.
SETILEMENT AGREEMENT
Execution Copyfebnury 16, 1996
j laragon\settle.08
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as City Clerk Auditor of CITY OF DANIA a Florida municipal corporation, on
behalf of said corporation.
who:
E he is personally known to me, [or]
STATE OF FLORIDA
COUNTY OF BROWARD
The foregoing instrument was acknowledged before me this day of
1996 by William Hyde, as Mayor-Commissioner, Mike Smith as City Manager, and
El has produced as identification.
Notary Public
My Commission Expires:
Printed Name of Notary
STATE OF FLORIDA
COUNTY OF BROWARD
D he is personally known to me, [or]
D has produced as identification.
Notary Public
My Commission Expires:
Printed Name of Notary
SETTLEMENT AGREEMENT
Execution Copy/February 16, 1996
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The foregoing instrument was acknowledged before me this _ day of _1996 by STEPFIEN F. SNYDE& President and OWEN P. BELL, Secretary, of THE
GROUP, INC., a Florida corporation, on behalf of said corporation who:
ARAGON
Notary Commission No
Notary Commission No.
Pege t
STATE OF FLORIDA
COUNTYOFBROWARD
The foregoing instrument was acknowledged before me this
-
day of
1996, by Charles B. Reed, Chancellor for the Board ofRegents ofthe State University System of
Florida, on behalf of said Board ofRegents of the State University System ofFlorida" who:
E he is personally known to me, [or]
E has produced as identification.
Notary Public
My Commission Expires
Printed Name of Notary
SETTLEMENT AGREEMENT
Execution Copy/Iebruary 16, I 996
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Notary Commission No. _
Pege 9
THIS LEASE AND L1CENSING AGREEI'IENT lladc and rncarcd
t? inro chis l6fia"y of Januery ' 1981' by and beE!'"n
CITY OF DANIA, r Florids tnuoiclP'l
corPoraEion (hereinaf ger someE'i'nes
reflrrcd ro as "C!cY of Dania") ,
and
SATuRDAY CoRPOMTtoN, 8 Florida corPoracion,
its successors or assigns (herej.nafEer sone-
Eimes !eferred co as "SarurdaY"),
I.IlTNESSETH:
Ciry of Dania for and in consideracion of Ehe nurual
covenangs uhich are hereinafcer Scaced and in furcher con-
sidcration of che sum of Ten and no/t00 Dollars (S10'00)
paid by cach of che ParEies Eo Ehe oEher, receiPE of uhich
ls hereby rcknouledged, lT IS l'll',TUALLY AGREED AS FOLLoWS:
1.
(i) ciEy Df Dania doas hcrcby laase and/or liccnse
ro saturday, and saEurday does hereby leasc and/or lic'nse
froo CiEy of Dania, che follolrlng described ProPerry siEuacc,
lying .nd being i,n Broeard CounEy, Florida, ro vic:
Block 203 and EhaE PoradiacenE Eo BIock 203,
BEicH. according Eo Eh
ion of Ocean Drlvein HoLLYQOoD CEIITML
ecorded
s
orE ion
ast
/
()
of Occan Dri
i,n P1a r Book
of Biouard eo
sbosn on Sca
Hay Hap, Sec
(, Page 2uncy, Florve adj accn
Ee F.oad De
Eion No. 8
p1a E rh.reo, Public Recda. LESS Eharo Block 20
.rcDenE Rith
514 - 2601; an
E
e
0i
P
6
frord
:P
EO
d
f sa id
hef 53.45e of
beE inn ing
:
I
II
//rn [(,ut
't/) rl
Thac Dorcion of FifEy-firsE sErccE (cambrldSe
streei) adjacenE Eo Block 203 as shogtt
ON SAid PI-AE Of HOLLYI'IOOD CEMTML BEECH, lY-
ina Easg of Occan Drive as shosn on Scace
Roid Deparrnenc RighE of t'lay HrP, Seccion
No. 8503-175; and
That oorEion of NerJ River Sound as sho*rr
on s"id olac of HolrYl,ooD CENTRAL BEACH,
describei as fo I lous :
CoE8nencinR.E rhc NorchcasE comer o
Btock 2031 run SouEhcascerly along E
Easc line of Block 203, a discancc o
f""c, to." or less, Eo Ehe NorEh fac
in exisri.ng bulkhead and a poinc of-
lhcncc, run Eascerly elong Eh' NorEh
of s!i,d bulkhead I86.56 fcec, nore o
io chc tlesc fac. of an exiscing bulk
rhcnce. Northerly along Ehe tJesc facEXHIEIT
facer !ess,
head;e of
..i.
LEASE AND LICSNSING AGP.EE}GNT
I
\-r'
ou
sa id bulkhe ad 864 feeEr shencc, EasEerIY
al ll hE ang fes so said NorcherlY bulkhe ad
8446 re or f ess,Eo che l'J esE face
meEe!s i
of
sh
sa !d conc ! e Ee
ence. Sou cha concreEe erly alongsEriP for
scriP exE ended 1,
oark ing,
Ehe lle s E face of
0I1.03 f ees,
llore o! 1es5,ro a N orE
oad A-1-4, as
he rly IT eht of waY
I,-- on Sgace
cI
line of ScaEe HaParr.nenE Ri8hr of llaY SecEionRoad De
No. 850P
3 rhence,l.le s reilY along said
NorcherlY ri'ghr of uaY
he Easl I 248. 19 feec, nore
or less, co E i.ne of said Block
203,Ehence,Nor chues c erly along said EasE
lineoinE o
i5O. oo f".t, tor"
f be innin sa idor 1ess,lands s lcua ie,Eo Ehe
yin8, an eanE B r ou,ard CouncY, Florida,
Uith alL of Ehe above described lands, siEuase.
lying and be ing in Brolrard CounrY, Florida '
TO llAvE AND To HoLD che sane for a sera of 30 years'beginnlng on
che SEsEe of Florida in and co che righcs of "raY areas re-
R
January 1, 1982' and ending on December 31 ' 2012'
2' (a) The CrEy of Dania does hereby earrant Eo Sarurday Ehar iEs
Eicle t'o Ehe lands shich are Ehe subjecE of chis lease and :'icensing
J ";'".,":.'. :.:i -l'.::..:::",:H:",-.":"";1:;":,"::: i,.11",",.u,.,n
U\{ e,(cePsions expresslv "ttt'" *,::--t::;"-.:,""""..
EhaE is h8s Ia,ful
i.rt, "T.FurEher.ciEy
of Dania lrarranEs and represen
lll{v lro Ehis leasc and licensing agree'enE'
/f,4 a"citorirY Eo enEer r't,
'V)f' 2. (b) The lease is on Ehe condlEj'on subsequen! chaE saEurday
accePEs she EiEIe of ciEy of Dania afser iEs exarninaEion of rhe avail-
sbre riEle i,nfornaEion in che possession of ics a.iolney' Boch sacurday
and Clcy of Dania acknooledge shere are no abscracss of slr1e for
Ehe subjecr ProPerEies; ho!'ever ' based uoon an exhausEive srudy of
al1 riEle infornation and ocher relared docutDencs in his Possession'
Ctarke llalden of Ehe firm of lJalden' ilalden and Mccauley' as alcorncy
for Sacurday corPoraEion has laised Ehe follouing excePtlons Eo Ehe
EiElc of che sublecE 1'nds:
a' The CfEy ErusE acqulre a conveyance frorn rhe SBaEe of
Florida (DeParaoenE of TransPorca r j'on) of 811 rlBhEs of
c"ircly tacaced bY che cicY'
b, CiEy of Dania nuss obEain fror! rhc SlaEe of Florlda
(Deparcnenc of Transporcacion) a license ro Pass under lhe
overlass consErucced as parc of Norch ocean Driwe shich
passes over and above rhe EasE/lJesr tJaEenray vbich is
isunediateLy Norrh of Block 203 and uhich conneccs
1 /
ott
.''
:
,
il/i-u l:u\
b,q
lncracoasral' l.}aEer!"ay and Neu River sound'
c. CiEy of Dania should apply Eo llorne Seekers RealEy
cospsny (or i'Es successor) and Ehe cicy of Hollyuood
Eo obrain a rcl'ease of rhe Deed rescricEion concerning
che ptoperry acquired froE Ehe! in 1927'
d. Clty of Dania should aPPly Eo rhe SEace of Fl'orida
(DeparcEena of Trans Por ra g io!r) for a conveyanca Eo Ehc
Cigy of Danla uhereby SsaEe of Florids releases Eo Ehc
Ciry of Dania all of che righc' Eicle and i'nreresE in
and so Sourh 1,/2 of Ehac ParE of Fifry-firsE SEreeE
(formerly Carnbridge Srreec) uhich uas !ecensly vacated
by CiEy of Dania.
e. The Ciry shaIl obEain froo rhe DeParEment of NaEural
Resources or oEher EPPropriaE' sEace a8ency a release
of all oj.l and mineral leselvaEions exlscing on Ehe
subJecc proPercY.
The Cicy of Dani'8 shaI1 iumediaEely proceed
ro clear Ehe foregoint excePEions (a chrough e)' FurEher'
Ciry of Dania agrecs to assisa SaEurday in rhc leasing
froo rhe DeParaoenc of TransPorEacion of SEace of Flortds
Ehe follouLng described lands:
kiiln' tol : ili,]fraoi'i,Il*l';dli
*;ii:t i3.;n;,'i:;"'lil"iii'l:"il# i;;;r;;-C""ncv,-Florida, said r
.i."i.., tving a;d being-in Brouar
;i;;;;;: ii,ujE"c co verificarion b
."iii"-i"t".i Eo be PrePared by i't '
and Assocj,aces ' land surveYors'
t5,, ac-
ded
cords
andsd CounEy,y ac-E. BerryC,n
'/nI (3) To Ehe exlenE chaE any of Ehe subjecr l8nds fal1 L'ichit!
Ehe lands acqulred by ciEy of Dania in 1952 by Deed No' 20057 fron
Ehe TrusEees of Ehe lncelnal lraptovemen! Fund of ihe stare of Florida'
daced June 6, Lg52, and recorded June 9' 1952 ac Decd Boo\ 779' Pagc
373, of the Publ'ic Records of Brouard.Councy' Florida' r'his agree-
Denl shall be deened Eo be an exclusive license or pernit running
from CiEy of Dania co Sacurrlay and shall noE rePlesenE an alcerlPE
on the ParE of Ci'cy of Dania Eo lease any of che said lands' Neverche-
less, Ehe exclusive license shal! be for exacEly che sarle cero ofyears
l
{rll
as thc lease and any Provisions in Ehe !'ichin a!,reemenc as Eg
Ehe lighEs of SarurCay aE Ehe end of che !erm, regarding she
1e8se, shall, apply noE only ro rhe leased laods buE also Eo
any Iands ehich are Ehe subjecl of rhe said exclusive 1icense'
?hc facE rhac Ciry of Dania does noE have Ehe aPParenr auchorlcy
co lease any of Ehe lands falling t"irhin Ehe lands described
ln che above described deed and Ehar iE has only che auEhorlEy
Eo grrnE an exclusive Iiernse colrccring sarne shall nor bc dccocd
!o bc an excepcion Eo Ej.EI.. Thag is, che facE EhaE SaEurday
is leceiving only an exclusive fleense as ro Ehe Iands falllng
ui.chi.n she lands aequired by said deed shall nor be deemed an
excepcion, or -objecEion,
Eo Eirle.
II.
The lease of Ehe denj.sed Premises sha1l lnclude rhe rithE
co usc all adjaceng ltaEerlaysI canals and tacer frontage as
perni.cced by che laws of rhe SEare of Florida and Eo rha sanc
exseni chat orher roeobers of Ehe tcneral public has a righc
Eo uss sane. If any parc of such gareruays, canals and lracer
froncage lies wiEhin Ehe lands acquired by Cicy of Dania and
forroing a parE of r.he 1952 chain of EiEl'€, Cicy of DaDia tranEs
unro Saturday, iEs agenEs, guesrs and invicees for rhe general
purposc of a}loui.ng tuescs, inviEces and Pacrons of Ehe denised
premises to dock cheir boacs and vessels along any PorEion of
Ehe licensed prernlses trhich coosIitucEs tacer froncage.
II1.
If Saturday accepEs the tlElc on or abou! Harch 31, 1961'
cichcr because all excePrions have becn reooved or because Sacurday
rlecls ro accepc Ehe Ei.cle "as is" (!f rhere are scill any cxceP-
Eions oucsEanding) , Ehe Paraies recogolza lhac chere wi.Il axlrt
r pcrlod of apProxLmaEcly 270 days bcfore rhe accu61 o! bcglnnlnt
dacc of Ehe cern of lhe leasc. Thsr !s, if SaEurday is requlrad
co accepc Ehe EiEle on or aboug Harch 11, 1981, or if Salurdly
I - / volunEarlly elcccs Eg acceP! EiEIe "as is" on or abouE l{arch
,///Utr, l9gr, ana if che beginninB dare of Ehe lease cerm of 30u0q
L y.ars !s January r, 1982, chcre ,.s an inEcrval of approxinraccly//fir r 270 days beElreen Harch 31, 1981' and January 1, 1982' The sald
peri.od of Eine of aPProxi'DaEely 270 days !s somecimes referred
Eo ln the uichin lease and licensi.ng agreeneoc as che "beginning
f!!s ib l1iEY scudY Period."
:::=i:=<n=i
/elf
During Ehe begi'nni'ng fessibiliEy sEudy Period' Sacurday
shallhaveEheriShEcofullandcompleceaccessEoallparcs
ofcheleasedPrenises(lncludingr,herighrc'oaccessgoall
building lmPlovemenEs thereon) and shall have r'he furcher righc
during che bsginning feasibiLity sEudy Period Eo ucilize Ehc
leased premises co !'hacever exEenE is necessary so rnake feas-
lbilLEy scudies, soil aod boring EesEs' surveys' and all cypes
of englnrerint scudies lor rhe PurPose of tlaking a final decer-
minacionEhagilis.econonicallyandrealiscicaltyfeasible
!ouseEhedernlsedPlenisesforEhePuEPosesofchisleaseand
Iicensing agreemenE' For such riShE of access Eo Ehe denised
prcnlses and for such furcher righc go nake all of said cypes
of!easibillEysEudiesduringEhebeSinningfeasibilicyscudy
perj-od. SaEurday has PEid co Ci'Ey of Danla Ehe surn of S12'000'00'
receiPcofHhichisherebyacknouledgedbyciEyofDaniaby
lEs .xecuEion of Ehis agreeoenc'Said Sl2,OOO.OO is soneElmes
rcferred ro hercin as Ehe "feasibiliry consideracion of
s).2, 000. 00.1'
If Sacurday has elecced Eo accePr Ehe lirle of Cicy of
Dania "as is" (chis i's' subjecE' Eo any o(cePEions sEill oucsranding)
Ehen' ar any cirne during Ehe bcginning feasibillcy sEudy Period
(becreen aPProxinacely l'larch 31' L981; and January I' 1982)'
saturdayshal!haverheabsoluEerishc,Privilegeandopcion
of lernlnaEion, voiding and cancelling Ehe i"lEhin lease agreeoenE
by givtng urisEen nolice so such effecc to che CiEy l'lanager'
cicy of Dsnia, on or before EidnighE' Deceobcr 31 ' 198I' In
lhcevencofsuehcancelllcion.thegiEhinleaseagreenenEshall
be deetled cerDinarcd' cancclled and voided for all purposes and
l rhr^ruro^" shsrl have no furEher obliB8Eions hereunder' Hoeever'
Vlrv' -['i.u ,^ Bhc evenc of such cancellarion during Ehe inEerval of EiEe
vbOt EhaE Ehe beginning fessibiliEy sludy Period of 270 davs is in ef-
. fecc, Cicy of Dsnia shall be entiEled Eo reEain che feasibiliEy
considcraEion of $I2'0oO'OO as agreed upon fixed and liquidaced
danages.
5
/)lyr"
"l ',, .' .!.,.r:..
i.': ..',,J
IV.
(I) During rhe period fron January l, 19g2, Eo June
30, 1984, i.nclusive (rhar !s, during Ehe flrsE 30 monEhs of
lhe lease and Licensing cern). Sacurday sha1l have Ehe righE
co raze and deooli.sh Ehe exisEing salc crarer marineariula
strucEure at lEs or.m expense. The righc Eo raze and denolish
the narinearluo sEruclure shal1 include the righE Eo.disDanEle
and lenove all relared ranks, pumps, piplng, lines and scruccures
and any ocher Eypes of land inprovenencs i.rhich may have been
consErucced in approrfunaEery 1954 as an incidenc Eo Ehe consEruccion
of such marineariuo sErucEure. If such demolished lmprovernerEs
have .any salvage value Sacurday shal.L pay all sums received
lherefor Eo Ehe CiEy.
(2) During rhe firsc 30 nonchs of che lease and licensing
cerm, Sacurday shal,l cause rhe dernised premises co be irnproved
a! ias o!'n expense by Ehe conslruccion !.hereon of a baslc
resEauranc Eype of bui,lding so as !o consEiEuEe a rescauranE
compl,ex or EesEauranr enrerprise of the scope and exlen!
described as follous:
ffi
"rescauranE couplex', or lesEauranE enEer-prj.se". as used herein, shall mean andreler -Eo rhe general rype of facilityHnrcn saEurday has profrosed Eo Cicv;fDania since Harch 17, i978, for .oirii,r"_Eion and operarlon by Sacurday, ,ich iireEerD con!cmplaEing a scope of- conscruccionand operaEion ehich uould al1on noc onlvEhe consErucEion of a Ees!.aurang ana Uai-queE faci.IlEy, buc uould also a1low chi-'construcai,on of any and all cypes of rclsEedtac!trties rncluding, buC noc Iirnited co.gr.!E shops, curio shops, souvenier shoos.ni8htc.l.ubs, cockcail lounp.es and any aid'a.L] ocher Eypes of incidencal faciliciesuhich lrould bc relaced Eo, or comBaEiblevirh, che operaEj.on of a Eejor reirauran!enEerprise and rescauran! aEcracElon acDania Beach Ehar lEy be approved bv cheCiEy Cosrri.ssion of Ehe Cj.Ey of Dania froaclne Eo Eirle <iurlng che Eern of Ehis agree-nenE.
In addiaion, ac iEs opEion, Saaurday rDay also consErucE on
Ehe demised premises vhalever relaled uharves, boac docking
faciltries, if permicted by Ehe lalrs of che Scace of Florida,
nighEcl'rb facilities, paving, landscaping and rel,aEed Iease-/.//
hold iDProvemencs chaE !c deeros aPPloPriaEe and compacible
siEhsaidrescauranEcypeofbuilding'Forexamgle'Sacurday
roay consErucE f8cilicies suicable ro house gifE shoPs' curio
shops, souvenir shoPs, nighEclubs 'cockrail lounges and any
and all oEher cypes of incidenEal facilicies !'hich Nould
be relaced Eo, or coroPaEible triEh' Ehe oPerarion of a rnaj or
lest.aulanE enEerPrise and leslauraDE aEEracEion aE Denia
Beach, AIso, SaEurday rnay, if permi'cced by rhe Srare of
Florida r.o do so, consErucc wharves ' seasalls' boaE docking
faciliries, piers and relaced cypes of dock inProvemenEs
ac any ParE of a laseF'ay ehich is adjacenr ro che leased
or licensed Prenises. A11 incoEle derived fron such facillcies
st"Ll Ue lncluded in and be a Palg of Ehe gross sales of
Sacurday even Ehough genelaled in areas noE included in the
lega1 descriPcions of Ehe leased and licensed Premises' Furrher'
saEurday llay conscrucE one (1) single resldenEial rype of
housing unlE deslgned !o sccotElodaEe an ernployee or agen!
of saEurday and noE lncended for reoE Eo Ehe Public generally'
(3) Furcher, !n addirion Eo irs righE Eo consErucE
al,l of she aforesai'd cypes of faciliEies ' !'hich eould be
coEpaEible lriEh Ehe oPeraEion of a resEauranE complex or
rescauranr encerPrise, Sacurday clay acEually use che leased
and li.censed Premises as a place of business for che operacion
ofalescauranEandbanquerfacililyandasaPlaceofbusiness
for che operacion of relaEed faciliEies such as (bur noc
Itoiced coi Bifc shoPs, curio shops' souvenir shoPs' cockEail
lounges, bars, snack shoPs, sand!'ich shoPs' food sEaods and
Ilke food service faciliEies; hooever, no part of any said
facililies shall ever be used or operaced as 8 garnblin8 casino
of any kind or naEure. sacurday shal! have Ehe fulsher righc
Eo consEruc! and oPeraEe on che subjecE Ptemises a s!'i'fining
pool faciliEy and any and a1l cyies of parking faciliEies Eo
acconmodaEe che emPl'oyees, gues[s and inviEees of SaEuiday'
:."
/*
hn
t4
,c//l/
ln conoecEion uiEh Ehe use of Ehe Pretnises by SaEulday dulin8
Ehc EerE of Ehe lease ciEy of Dania exPressly !'arranEs ghaE
Ehe tNniciPal zoninS, ordinances of CiEy of Dania PerniE and
al,lou each and every such use, and Ehar no ryPe of zonin8'' ex-
cepEional PeruiE, variance PerniE, non conforning use Pern!!
or sPecisl excePcion use Permj'E sha1l be requlred as a Preliminary
co Ehe exercise of any of sald PeroiEBed uses'
(4) As Eo she EyPes of fsciliEies !^'hi'ch nay bc consErueced
and as Eo Ehe uses lhich t,ill be allosed on Ehe leased and licensed
preroises, Ehe inlerPreEaclon E'o be tiven l'o this aqreemenc shall
be broad and libelsl (as disEinguished froo resrriclive and
rechnical) so chaE SaEurday, at al)' EirDes'. nay use rhe leased
and licensed .Preoises for any and a!1 cypes of enlerPrlses and
acriviaies !,hich are cornpaclble eiEh Ehe oPeraEion of a maJor
reslauranE encerPrise and tesE'auranE aErracrion i hoi.,ever, garnbling
of any kind or nacure shall noc be conducced on or abour rhe
prelr!ses.
(5) Thc coEal cos! of all leasehold inprovemencs Eo bc
aade during Eh! flrsE 30 rnonrhg of rhe lease and llcensing scrn
shall noE be less Ehan S25O,OOO'OO' 1n decermlnilig chc valuc
of she leasehold lnPlovenenEs Eo be noE less chan S250'000'00'
as aforesai.d. Sarurday nay include in such coscs che aoounl
required Eo raze and deroolish Ehe exisrint tnarineariun scrucEure'
alL land i$ProvenenE coscs, all enBinee!ing' archisecEural fces
and all coscs of ghe accual consErucEion of nev irnprovernenls '
lliEh resPecE EherGto, Sarurday shalI furnish reasonable evl'dence
ro CiEy of Dania rhaE i'r h8s exPended such minimun sun of
-S25O.ooo.oo for leaschold imProveoenEs Prior co June 30' 1984'n,
////rt ^", expendlEure nrade by Sacurday during che firsr 30 nonchs
AV./rwf ii u Ehe rease and licensl'ng cern uhich nay be properly considered
'd,,1 * s "capiral j'nvescnenc" exPendiEure' as herein defined' ruy
bc included by Sacurday as a Parc of its agreed uPon exPendllure
of no! less rhan S25O,OO0'OO, fo! leasehold imProvemenEs' during
lhe firsE 30 oonchs of Ehe lease and licensing Eern'
8
..r l
/
v.
(I) DurinB che Eerm of ghe lease and licensi'ng agreeheng
and afrer Sacurday has had rhe oPPorEuniry co consEruc! Ehereon
Ehe leasehold imProvemenEs and facilirias shi'ch are described
in subparagraph (2) of ParaglaPh Iv' ssrurday tnay use she demised
and licensed Prenises .as a siEe or place of business for she
operaEion of each and every cyPe of use described !n subParaStsPh
(3) of paragraph IV' Duri'ng Ehs rero o! rhe lease and licenslng
agEeemenE and uith regard ro Ehe EoEal area nou knoun as Danis
Beach, ci'Ey of Dinia agrees Ehac Ehe only oEher facilicies aE
said Dania Beach uhich nay sell food and alcohoiic beverages
shall bc !.he restauranc Presencly knor'n as Dania Beach GriI!
and Ehe rescauranE locaced in Ehe scrucEure commonly knovn gs
Dar!8 Fj-shing Pier; houever, nocviEhsEanding anyEhing co Ehe
conlrary hetein bolh said faciliries shall be ac al'l Eines nsEerial
herein subjecE ao enlargenen! and expansions (buE consisEeig
lriEh Ehe scope of Presen! usages) as rhe ciEy rnay aPProve f;oo
Eiqle !o ciEe. During Ehe encire EeflD of this lease and licensing
agreernencr and duriDg any rene!,al Eerns' CiEy of Dania agrees
chaE iE shall noc accernPE co expand shc hours' shich are aE
rte site of execucion of chis Lease froo 8:00 a'rn' Eo 5:00 P'o"
lrhen che Parki.nB concrol creaeed by Ehe Parking rneEers aE Danla
BeachareineffecE.TheciEyofDaniafurcheragreesEharsuch
psrkint charges sha1l be reasonabl'e' Ar all cines duri'ng Ehe
gero of.Ehis aBrcenenE and any rener'ra1s rhereof' CiEy o! Danis
shrll noE consErucc ro11 gaccs' barrlcrs or oEher rypes of devlces
rcsErj.cring Ehe frle access Eo all areas ar Dania Beach and
/J- she ooly Parkint concrols shall bc accomPlished chrougb the
lK&. of such Parking rnerels' rE is muEually atreed chaE one
O fG", Ehe lnduce6enEs t,9h ich has caused clcy of Dania Eo en:er inco
il4 ,n. uichin leasc and licensing agreeoenE is Ehe corrnicnenE on
Ehe Part of Saturday to develop rhe lcased and llcensed pren-
ises in accordance L,ich Ehe scoPe and general uses sec tgrEh
in p.r.8!aPh lv' Therefore, che leola1 Provisions p:ovided
byrhcgiEhinleaseandlicensingagreemenEareexPresslydc.
signed Eo encourate Sacurday not only Eo make che largesc capical
invesc,rrentecononicallyfeasiblealEhebesj.nningofchelease
,i',! .
',,.,1
and licensinB aqreemen!, bur is also deslgned !o encouragc saEurday
Eo nake addigional, and subscanEj.al capical invesErnents EhrouEhouE
Ehc lerD of Ehe Lease and llcensing agreeDenE (up co lEs vclyexplraEion date) and aI1 renevals chcreof. Because of rhc desircof Clry of Dania co encourate Sacurday co Erake naxinu& capical
expendiEures throughour chc full terltl of the agreemenE and regaldingahe developmenr of che Leased and licensed premi,ses, Ehe aEounEof chc renrs and revenues p8id Eo Cj.Ey of Dania shall be a per_
cenEate aBoLrnc, relaEed co grgss sales or revenues delj,ved by
Sacurday and/or iEs sublessees,buE L,!Eh Ehe pelccnEage racrbeing related Eo che arnounE of che capi.cal invescmenE, as hereindefined, oade by Sacurday during Ehe ter& of Ehc lease and licensing
agrcealenE.
(2) The .cera.,,capiiaI invescmenc,, is defined here j-n ashaving rhe following heanrng, Eo uiE:
,,capitaI invesg69r.rg,,, .as deflned herein shaIlinctude funds.incurria or - iii"ni.i-ii ^i".ura.yor ics sublessees for che pilj"ii-"iiril""."aon Ehe leased !::Ti_."" by.i;;i;;;y-;;iiiaingarchj.EecEuraI, design,. engineeri"el jii.ic f"uor,consEEucEion an-d_dEmolicion. ""iii, iiii.".y.fees pai.d in connecEion "ici, "i!ii.iii.Iici" coEh. subjecc DroperEy, "o"c or iii.i.ion-lof ""c.,and sesre: ri.ires.ro i,iop"riy, -pJr.il!,iJi;
"rr:.*"ao.achinery and fixc'ies, di;;"il;-;;i;;;i ."such ProPerEy,
Furrher, ',capicaI invesEnengs,, sha1l, i.nclude noc only
,beSinnint captial invesEmenc amouncs buc shall also i.ncludcall fucure capical invescDen! amouncs expended during Ehe Eerhof che lease and ricensing agree,enc or any rene.rals Ehereof.AI1 EtrounEs expended by S8rurday subsequenc co l.larch 17, 197g,buE prioE Eo .chc acuEsl execucion of Ehis atreerDenE oay belncluded ln clrc beginning dcceEminaElon of cspiE.ar invesEnen!i! such expendlcures roere oade for prcllninary srchj,Eecruraland/or entineering fees of a nacure relaced to lhe rescaurancenccrprise.
10
. ..i :
^,.,'':.
rtn/ {/^
A/'1
(l) The ParEies ouEually reco8nlze and aBree thaE Ehe
fiscal year of sarurday begins on Deceober I of any given
yaar and ends on Noveober 30 of the followlng year' The
flrst DonEhs under Ehis lease and licensing a8ree$enE fo!
all accounr PurPosesr shsll be Proraced o! adjusEed ro Decernber
I of she firsc year Ehal rhe agreeoenE is in effecc so E'haE
chereafrer,andwheneverreasonablynecessaryinaccordance
glrhsoundandrecognizedaccounEingPrinciPalsandchroughour
Ehc gern of che agreeocnE, a:'l accounclng reporrs' sEaEelnenEs
-o! a financial nacurc and fiscal daca shall be relared co
Eha fiscal year of Saturday (as sEaced aforesa!d) ' raEher
Ehan co a calendar Year'
(4) Ulchin 90 days afrer Ehe end of each f:scal year
of SaEurday, SaEurday shal1 furnish Eo CiEy of Dania a cerci-
ficacionbygheaccounEancsofSacurdayshowingEhebalance
in uhacevel accounE is BainEained by Sacurday co show che
arnoun E of iEs c8liral invesE'DenE ' as defined herei'n' as of
rhe end of seid liscal year in Ehe tocal rescauran! encerprise
lrhich is che subject of rhis lcase and licensing agreenenc'
vt.
(1) The Eern "gross reccj'PEs" as used in chis leasc
and licensing aSreelnenE shall rnean al1 of Ehe follouing sums
(lrheEher Payable in cash,on crcdlc ol ochen,ise, and noEvich-
srandLng char a collccEion of such s\res raay be nade elseshere
Ehan.on Ehe Preoises or by sooeone oEher Ehan SeEurday' oE
rhar.rithEs Eo collecrion rnay be assigned'
co any oche! Person or business) including'
to, Ehe fol louing:
sold or Eransfc rred
buE noE Iiuircd
(a) The selling prica of all Derchand!se'
illa ti-.t, ocnEr'cning "rhacsoever' sold
ii.'riir-iii it'io"grt .i,E leased and licensed
;;;'i;;; ui s"t,,tE"v or anY sublessee'
ii""nsee oi concessionaire o! 5acuroay'
"iiii,!i-aIii""ied or shipped fEorn Ehe 1!ased
;;;-i;;";;;; p.ernises or' inv oche:,place .^.,oon orders ciken in or Eransnicled lnrougn
.(."rilI"i-"i-ii""nt"d pt",'ises or obcalned
;;-p;;;;;; i"poicins, ro'rhe leased and
li.censed Prenlses;
//a-,b
tl4
(b) The charges rnade for aII services rendered
li'.i"-r".i"E ind ticensed prerises by
i.a"iJ", or any sublessee' ricensee o:
ilil""Ii"."ii"'of Sarurriay on orders Eaken
il";;';;;;;;i; ced thro"sh' ghc leased and
il";;";; fi".i."s or obiained bv persons
;;;;;;;;s';; ihe reased and ricensed Prer'-
!se5 i
(.) Thr atDounE of rooney Psid by cusE'ooers 'iIlt""i-oi''"i"is in conheccion !r!Eh any
I:;';;""::";;;.i oi rt'' Ieased anc licensed
Dretnj-ses or any par! cnereof or any.insiai-iill'i-it"iil".'iircr,ding, buE noE l i.ni ced
;;:";"i;:;;;;;ced ddvicEs and facilicies
ii'ci," f".i.a and licensed Preatises'
(d) The aroount of noney Paid by cuscotners'
oairons and useEs in connecEion H!En Ene
::;:;i. i;;"i;l or oct'er occuPancy of Ehe
i"ased and licinsed prenises or any Parc
thereo f i
(e) Finance charges collecred by Sacurday
on crediE sales i and
(f) The selling price of all alcohoLic
beverages.
Icr.dir SaIcs shall be dceoed Eo be gross
isales nade on Ehe dace t''heo sal'e ls maoe
;;;-;;t;ia; rendered, or icehs sold' Pro-
i"ia.a. tou,.".r, in Ehe evenE EhaE any
i""i"-ti,"a" by saEurday, or any sublessee'
ilicensee or cgncessionaire ot 5aEuroay
iiii-iiiri"t, Ehe renumeracion Paid Ec saE-
i"ia"r bv such sublessee, licensee or
i::;.i.;i";;i;" of sacurdaY is bY uaY of
i.ornrnission or fee, chcn and in such evenE
i;;;-;;;;;; oi """t sale shall be lirniced
i;;-.;;-;;;";i of such comrission oE fee
ilii'!.ri".-piia co or collecced by sacurday
ior such strtlessee, licensec or concesslon-
laire.
i, : :;:-.-.i;=j!{
sales
froo
body.
(2) There shall be excluded froo gross receipcs all
or use caxes rhich Sacurday is rcquired so colLect
1cs cusEomers and remiE Eo any tovemmenEal agency or
The follouing shall be excluded frou gross receiPEs:
(a) The anoun! of any cash or crediE refunds
ii'a11or.,ance !o cusEomers, co the exEenE
!,r"i,-i.o""rt are included jn a Previous
gross sales s Ea Eenenc.
(b) The amoun! of any cuscomary' bona
iia. ai""orn, arloued co an employee co
(3)
12
,..1 .
,. ,..:_-l:
t&
WK,U ltLl,,.
,'l]''l
che excenE included in.Sross t?}::l,p::-
"iJ"a irt"t such deducEion is cLar'tneo ln 'iil-i.i.-itot" sales sEaEc,enr as ih' sare
;;-"i;;h iuch discounc aPPr ies '
(c) ReceiPEs fron Ehc sale of trasce'or'
l!l.p"iii!iiirs. resul cing f ron. saEurdav' s-
iperlrions on che leased and licensed Pren-
ises.
(d) RecciPcs frotr Ehc sale or E!'adc-in -i;i""-';i aiy furni'cure' fixcures or.cQuLPl .-
.-ani-.rr"a on ghe leased and Ilcensed PreElses'
(a) The anounr of an graEuiEles glven by
iacrotts co eaployeas ot 5aEuroay'
(f) The cosE or value of food and 9""t=:9:,
used lor prooocronal PurPoses"and-for vn).cn
no renumeiacion is given or coltec'eq'
(g) The -aoounc^of any renE froo sublesse-e
c6 Sarurday if Sacurday is Paying lo'clEy
of oania a PercenE'a8e renEa} ahounE basec'
;;";-;;;.; 1"""i'Pt"- or said sublessee'
. (h) credi.c card t"tt ';;ur."t"otE
card corDPanies'
(1) The renE Eo be Paid Eo CiEy of Dania by SaEurday shall
berhedollararnounEresulEingfrooEheaPDlicablePercenEage
raEe (Eo be deEerEined in Ehc rDanner hereinafrer scaEed) IIulEi-
pLied againsc che grols receiPcs of sacurday (as defined ia
paragraPh vI). uiEh rhe Percencate raEe being deEermined for
any f!.scal year of Sarurday by rhe aooun! of che capical invest&en!
of Sacurday 8E Ehe beginning of such fiscal year' ThaE is'
in order ro induce SaEurday to upke as large a begi'nning caPiEal
invesgoenE as oay be reasonably sound and in order co induce
Seturday rg nakr furEhea caPiB'I i'nvcsErlcnls Ehroughoul Eh'
enlire Eefln o! chis lease and llcensing atree$enE' and &ny
renctels chereof' lh' rcnt cg bc gaid by Sacurday shall be
a percencaBe of irs gross r'ceiP!s' llo!'cv'r ' chc percenlage
shall be a variabl'e Percencage raEe L'hich decreases as Ehe
anounE of Ehe caPiEal invesEnenc increases (uhich is consisEenE
sish Ehe concePE of encouraging naxinuD caPilal invescErnEs) '
The folloving is a Eable ghich shows che Percenlage race !'hich
sha1l be decertnj.ned for any fiscal year by relacionshiP Eo
M,t/ lrnl
r)n
L3
-,4,
Ehe aFounc of Ehe caPical invesEEenE aE che beginning of rhe
fiscal year:
Capical,
ni.ng of Inv escoenE as of Beg in-Fiscal Y ear
Any anounc noE exceeding S35O'OOO'OO 6Z
Anv aoounE noE less Ehan 5350,000.0I --anl noc cxceeding 5500,000.00 )'
Anv aEounE noc less Ehan S5OO,OOO'OI ,-ani nos exceedinc 5750,000 ' 00 '{r
Anv amounE noE less Ehan S?5O,OOO.O1 -:;t;;-;;";;;i"i-sr,ooo,ooo.oo 37
Anv aoounE noE less chan SI,OO0,OOO'OI;;e;;;-;;";;;ini-5r'too'ooo'oo z'sz
Anv amounc noE Iess chan S1,400,000'0I;e;;;';;;i"i iz,ooo'ooo'oo 2'oz
Any aooun! exceeding S2,OOO,OOO.O0 l'52
(2) During Ehe Eern of Ehis leasc and licensing agreeo'nt'
andanyrenewalsorexEensionschereof,saEurdayshallPayunEocicy
of Dania a renlal for any flscal yeer of irs operacions r^,hich
is equal co che proper PlecensaBa raEe (as deEermined in Ehe
previous subparagraph) rnulr!p1led alisinsE Ehe gross ievenues
derived by Sacurday froo the oPeraEion of the encerprise ac
Danlr Beach during Ehe fiscal year' For exaople ' if.Ehe csPiE'l
invesEnenE aE rhe beginning of a fiscal year (end of a Previous
flscrl ycrr) is 94oO,ooo.oo, rh! PercenBste laccor for such
flscal year sha11 bc 52 for cbe purpose of coDPuBing renls
due CiEy of D8n1a. ConEinuint t.,'Eh such exaruple ' if Ehe Ero33
lcvenues during rhe fiscal year eele 51'200'000'00' Ehe renEal
rob€ Plid Eo CiEy of Dania durtng such fiscal year uould bc
S50,0Oo.OO(EhsEis'lheresulEo!uul'ciplylngEheBrossrevcnuas
of St,2OO,0OO'OO by rhe Percencatc faccor relased Eo caPiEal
lnvasrmenE of 5Z). The renr8ls shell be payable quarcer annually'
eichin (5 days afcer l:he end of each quarEer during che fiscal
year of SaEuldaY.
14
/,
: -.isniajn.==PercenEage Rare co be
-{DDl i ed AsainsE Gross
nlienue f6r such FiscaI
Yea! , Eo DeEerBine RcnEs
Due CiEy o! Dania fo! Year
--:
:
//"
b/L
As such quarEer annual rencal paynent j.s made, Saturday shal] cercify
Eo Cicy of Dania Ehe ahoung of gross revenucs or gross sales d\rring
a palEicular quarEe! and shall, shou virh a sinple 6caEehenE che bas!c
coopuEarions sholring Ehe aEpunE of renc.al,s due Cicy of Dani8. Durint
che course of a fiscal year and as such quarcer annual lnscalknencs
are paid, Ehe percenlagr facror shall be based on che eapiEal invesElEnc
aE che beginning of Ehe fiscal year.
(3) Ac any Ei!l. durin8 rhe E.r! of chis leasc ard lj,eensing agree-
rlenE, Cicy of Dania shal1 have Ehe righr co insErucE ics independenE
audlEors (pEovided Ehat sarle consEicugc an independenE accounEing fira
eDployed by CiEy of Dania co audlc its orJn books and records) to neec
eiEh Ehe acceuncing represenEaEives of SaEulday Eo ccnducE joj.nrly
reasonable audiring procedures aDd audicinB checks Ec ve!ify rhe accuracy
of rhr rencal decerninaEions oade by Sarurday. Generally, such audirlng
procedures ',rhich uray be verified by Ci,Ey of Dania are chose ehich
viII enable Ciay of Dania Eo vcrify che balance in :he capical inprove-
Dencs accounE, froo year Co year, and Co verify Ehe ahounEs of gross
revenues. SaEurday shall record aI1 of iEs gloss sales, nade in rhe
ordinary course of ics business retarding Ehe resEau.anE enEerprise, on
cash re8i,slers vhich concain cuEulative capes and ui:h a cumulalive
capaciEy Ehar is saEisfacEory Eo CiEy of Dania. Such cash registe!
rapes sh811 be raade avallab1e Eo audllors of Ci,Ey of Dani,a aE all
reasonable cines uhich such audicors n}ay requesc Eo examine sane.
(4) Cosunencing January 1, 1983 che nin imun rencal L,hich shall
be paid Eo Ehe CiEy of Dania sha1l be ac the raEe of 530,000.00 per
flscal year of SaEurday. This is, i.f che forouls ao deremine renEs
(oultiplying levenues by chc proper percenEage race) docs noE pro-
ducc a mlnlnutl ranc due CiEy of Danis of S30,000.00 Der fiscal year,
S.Eurday shall, ncverchcl,css, pay ! rLn i.muo rencal of 530,000.00 per
fiscal year Eo CiEy of Dania Eo ba prorat.ed for any period less chan
I ful,l year. No rent shall bc due and gayable for any preriod prior
co Jaouary I, 1983 during an anEicl,paEed planning and conscrucEion
phrse; bouever, subsequenE Eo chac daEe Saculdal shatL pay said
oininun renEal raEe of $30,000,00 ler year even chough the leased
and licenscd prenises rnay produce no levenues rc Sarurday during
lZnt"t ,'l
t5
o/y'
&'ffi4 ,1,0h t)r'l
any concinuing ,6, *a r4t ?/K;fcE ion afEer Januarv 1' 1983'
Beginning January !, It4* saYl oin iEuD annual rencaf raEe shall
increase to S(0,000.00: beginning January l' 2002' said nininun
renrcl race shaLl increase Eo S50,000'00'
VIlI.
(f) IE I's she gri.Daly PurPose of Ehe Provisions ln
Ehc aiEhin paragraph co encourage Sacurday Eo rnake caPiral
expeDdirures or caPiEal irwesEmenE's of a concinuing naEure
chroughoucEheenEireterDofEheleaseandlicensingagreenenE
Eo furnish an incencive co Saturday !o Dake such caPlEal
inproveroenEs, caPical exPendiEures or caPical invesEuenrs
up ro Ehe very end of rhe cern of Ehe lease and licensing
agreemenE, all for Ehe various reasous sec lorch in ocher
provlsLons of rhls lease and licensing atreemenE'
' (2) SaEulday shell hav. no vesEed or absoluEe righE
5f rgnslral as co any furrher reneuals of rhis basic or begin-
ning lease and licensing atrccntenE and ClEy of Dania shall
have Ehe rithc Eo negoEiace !,ich chird pa:'cies .regardlng
Ehe possible renesal of Ehe elrhin lease and licensing agreeoenE'
In lhe evenc rhaE cicy of Dania does negociaue wiEh a Ehird
parEy ro rene$ chis lease and licensint agreenenc (durlng
rhe be8innj,ng lerm or afrer Ehe exPiraEion of che be8inning
Eerm or duri-ng any rener.ra I Ehereof), saEurday shall have she
righE Eo offer lo lease and license Ehe ProPerEy described
in chis lease and licensing egreeoenE under che exacl cerDs
and condiEions 8s ProPosed by any bona ftdc chird ParEy
offeror naking a 1ega1ly binding offer' llo!'ever ' in such
evcnr, if Sacurday, as che lcssee and licensee under Ehis
betinnint agleehenc (or any renceal thereof) offers ro laasc
and license for an addiEional cern of years, and under lhe
saDc EerEs and condiEioos as proposed by any bona fidc EhiEd
parcy offeror, and if Cicy of Dania then elecEs lo rejacc
,/
/at/nI t1/-lpt'.15
lr.lL
.,.
the offer of-Saculday and leEse ana license ahe DroperEy
ro Ehe Ehird parcy offeror, Sacurday, as che lessee and
Licensee under rhis beginning lease gnd licensint agreenenE
(or any renewal Ehereof) sh8ll be enalELed Eo recei.ve (in
cash) froo Clcy of Dania aE Ehe expiraEion of che lease
and license Eeri! - - and provided thaE Sacurday is noE Ehen
i-n delaulc under any of Ehc cerBs and condj-Eions of Ehe
leasc and licensing atreeDenE - - ao ahounE equaL Eo the
difference becseen che appra!sed. va1ue, (!rhj.eh is deflncd
as fair rDarkeE value as dcceroined by a oember of a nacional
appraisal associacion) of aLl leasehold inproveraencs nade
during che encire cerm of che'agreenent (wiEh che appraised
value co be dereruined aE Ehe end of the agreeoenE) 8nd
Ehe accurDulaEed depreciaEion caken by Sacurday on sueh leasehold
improvelnenE.s during Ehe leru of che agreemen! (and duri.ng
the EerD of any renerals lf SaEurday has renesed Ehe oritinsl
agreelnenE). Specifically, r.richouc lillicaEian on the foregoing
and oerely as a sEaEement of general inEenE, iE is one of
the purposes of che rrlchin subparagraph Eo glanE unro SsEurday
she righE !o recovcr rhe difference becreen Ehe appraised
value of all leasehold irnprovenenEs made by Sacurday, (durint
rhe entire terro of rhls leasc and licensi.ng atreeDenE and
any reneuals Ehe!eof), and che accurnulaEed depreciacion
Eaken by Sarurday on such leasehold improvemencs during
Ehe EarD of Ehis lease and licensing streethent (and any rencval
cher.of) .11 oo chc preaLse and gencral, undcrstanding Ehet
Sarurday negoriales !n good faich r.,iEh Cicy of Dania co
renee Ehe lease and licensing agreeEenc for a reneual terra
(havint che sahe !crt! of ycars as concsined in any offer
fron a chird party offeEor) end on che furEher prEEise chac
City of Dania Ehen cleccs co Lcase and li,censc shc propercy
in quesri.on for ! cern of years Eo 8 chird parcy lcssee
and Iicensee, noEuithscandint che facc rhac Sacurday has
offered !o renes che lease and lj.censing agreernenc under
Ehe same cerms and condirions as are sE:ced in che proposed
l,ease and licensing agreemenc becueen Cicy of Dania and
Ehe Ehird parry lessee and licensee. Fu!Eher, if ac Ehe
t1
i:.:ii-,.+"i=
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expiraEion of Ehis ori'ginal lease and lj'censing agreebenc'
or any rene!,als rhereof' ClEy of Danj'a i'Eself eleeEs Eo
opcraEe lhe enaerPrise originally Ehe subjecc of che !'iEhin
leese and licenslng al,reenenEr Sacurday' 's Ehe oriSinal
Iessee (under Ehis beginning iigr'eBenc or any reneuals rhereof)
shall hawe Ehe righc co recove! she difference beE!'een Ehe
aPpralsed value qf all leasehold ilrProveDencs urade by Sa'urday
lndEheaccutlulaEeddePreciaEionEakenbySacurdayonsuch
leasehold luProveoencs during Ehe cero of chis agreeoenE'
(3) The aforesaid Provisions in Ehc Prevlous subparagraph
(2), concelning che riShE of SaEurday Eo recove! che differencc
bec!,een Ehe aPPraised value of 8ll leasehold iqrProvemencs
andlheaccuoulaEeddePreciaEionEakenbySaturdaychereon,
shall be referred ro genera)'1y in Ehe L'irhln subparagraph
as Ehe ,,recapc\rle righEs". SubjecE Eo Ehs exPless E'rns
end condiEi'ons sEaEed in Ehe Previous subparagraph (2)' SaEurday
hasthesai'ddefinedrecaPEurerighEs8tainsrciEyofDania
in-EbesiEuaEionvhercsaEurday(!ngeneralterms)is!,illlnt
!o EaEeh Ehe leasonable offer of any booa fide chird parry
offeror co lease and ljcense Ehe Preulgcs ac Dania Beach
(upon Ehe expiration of chis agreeuenE or any reneuals
chereof) and nhere, noE!'iEhsEanding sh' offer Eo maEch
of Sacurday, CiEy of Dania elecBs Eo accaPc rhe proposal
of rhe Ehird parry offeror' FurEher' sinila! recaPcure
rlgbEs exisE !f Cicy of Dania elecE's Eo oPerace che ressauranE
lnterPrise iEself, or for iEs ovn accounc'! afrer rhe exPiraEion
of tha rli'lhin agreemenc, or any rene9a13 Ehereof' unEil
sueh Einc as Ciry of Dania tsay possibl'y decide char iE deslrcs
Eo acceP! che proposal of a Ehird party offeror (norl'iEhsEand-
ing che offer co tDarch of ssEurday) or during rhe inEerval
of Eirle uhile Ciry of Danl8 rlEy Possibly elecl lo oPeraEe
Ehc resEauranE enEerPrise icself' or for lEs ol.,n accounE'
811 afEer rhe exPiracion of rhe vichin agreeoenc' s8Eurday
shall concinue in Possession as a EenanE on a nonEh ro monEh
basis, eiEh ics recaPEure riShEs renainj'ng in ful1 force
and effecc uhi.le ic is a renanE on a oonch Eo nonch basis'
llnt tlMv
fu/
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0//18
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//ttl/ /lUa.tilil
/{r
and unc j'I such rloe as Cicy of Danla Eakes a final decision
as to nhecher iE uishes co accePc Ehe Possible proposal
of a rhild parcy offeror or, elternacively unrit CiEy of
Dania decides lrheEher iE mi8hr elec! r'o oPeraEe lhe lesgauranc
encerprise !cseIf. Spec!fica11y, and uiEhour litniEaEion
on rhc foregoinB, ir i3 che BcneraL purpose and iqrenr
ro allos Sacurday Eo remain !n Possession' as a cenanE on
t oonch co Donlh basls, uneil such rio' as Cicy of Dania
clecgs uhat course of acrion !s uay wish ro follos regarding
Ehe ressauranE enlelPrise (8fEer che exPiraElon of Ehe vlEhin
a8reement, or any rener.rals) and viEh che said recaPEure
righcs co be fully effeccj.ve unciL such Ei-De as ciEy of
Dania does nake sorae decision or deEerminaEi'on in rhe maEteE'
IX-
SaEurday sh811 Pay all real ProPcrEy gaxes and/or lnsanBible
laxcs aslribuEable boch Eo Ehc land and che. ilDProvemenEs
consrrucccd Ehereon and all Personal ProPercy caxes during
Ehe ierD of lhis agreeEenc or any renesals or excensions
rhereof. Sacurday shall receive a crediE atalnsr Ehe rents
as herein Provided Eo be Paid for all rhac PorEion of such
Eaxcs chaE are received by che Ciry of Dania'
x-
Cicy of Dania and Saeurday agree EhaE lhe rDosE feasable
uay of furnishinE, uaEer and- sanlcary seuer services ro rhe
leasad and licensed Plemj-ses may be decerdined co be Ehrough
connceEions ro .Ehc llnes of Cicy of HoLly!,ood' I'thile s&curday
shall alreays hswe rhe expense of payi'ng for che cosc of
any eonsErucEton and cxEenslons of any EyP' of eacer and
saniElry seerer l'lnes, ciEy of Danis shal1 aluays cooPerale
nith Saturday in such conslrucEion and shaIl tranE reasonable
laseoencs over iEs renainint lands ac Dania Beach (Eo accou[odace
Ehe locacion of any required i'alcr and sanicary sener facilicles)
rcgardless of lrheEher r|acer and sanicary seeer scrvice is
obEained from Cicy of Hollyuood or by an exiension of nater
and sanicary sever lines fron Ehe na in ParE of Dania' 7f
iE becoo.s necessaly Eo enEer inco any cype of agreemenc
uich Cily of Hollyeood regardlng che furnishing of vacer J
aDd saniEary se!'er servics Eo Ehe leased and licensed PreElses'
Cicy of Dania sha).1 alrays join in che execuEion of such agrceeencs
(!f regulred by Ciry of BollytJood) subjacE Eo Ehe lidiEacion
ghaEsaEurdayshallaluayshaveEhePriEary.resPonsibiliEy
of paying all charges and cxpenses incurred as a re.sulr of
eny such agreeDenr' uiEh ciEy of Hollyrood'
xl.
The leased and licensed Prenises' ali inPlovemencs ' boch
exterior and inEerior, and equiP$enE locaced chereon' shall
at all rines be ElainEained !n good' servlceable' neaE' clean
and presenEable condilion, all aE rhe expcnse of Saeurday'
ig being an exPrcss condiEion of chLs agreenenE r'haE Ehe
saue bc kePc in an sEElacclve l'lBnnrE ac all gimes'
xIr '
Sacurday shall Provide ar irs sole exPense conEinuous
cooprehensive lj'abiliEy lnsurance covcratc siEh mlnillur!
lialts of $l,OOO,OOO'OO for personal lnjurtes involving
one person, S3,OOO,OOO'00 for personal injuries resul'ring
froo any one accidenE and 5100,000'00 for propercy damage'
The insurance coverage required shall include chose classifi-
c!gj,ons 8s Iisccd ln scandald 118bi1iEy iltsurance.manuala'
ehich rlosc nearly reflecc Ehe oPeraEions of Sacurday under
Ehis aBreeoenr. A11 tnsurance Policlcs lequired above
sha1l bc issued in cooPanj'es auEhorized Eo do buslness
under che latrs of che Sc'aEe of Florida' uich Ehe follouing
quallficagions 3s Eo r|lanaBerlenE and flnancial screngEh;
Thr CoEPany !lus! havc ! Poli.cY holder' sinanciale 1a ces E
publ !shed5 FuI Eon
ance Eo ciry of
Ra s ingSize Ca
of no le
!e ory of at l ersss Ehan ''A" and I FrvlinEh
edirlon o Be sEs Insuran ce Guide
by AI fred
ScreeE, Nee York, N
omDany,ev York.
Sacurday shall furnish cerl if ica
Dania prj,or Eo Ehc occuPancy of
l,hich cerc if !ca c e s sha1l clearly
ces of insur
Ehe leased and licensed Prenises,
indicsce Ehac SaEurday has
J
.rlh
M,b/
obErinedinsuranc.inrhecype,aDorrnEatrdclassificaEions
as required for stricc conpliancc alEh Ehis iease gnd licensing
agreeDenc. No llaEcrisl chanS' or canc'llacion of gh' lnrurance
shall bc effectlve eirhouE 30 days Prior urlsc'-n noEice
ro Cicy of Dania. Sald Policies of insuran'c shall sPectficalLy
decl6rc Cicy of Danla as an addiEional naDed lnsured' Renesal
cerEificaEes or aPProPriace riders shall br furnished ClEy
ofD8niEfror!EinerocitleduiintE,heEeloofchisagreenenE
such as ei.Il demonsEraEe conEinuous coverage during Ehe
Eerrl he!eoE.
xrl!.
SaEurday a! j'Es exPense sha!1 purchasc and keeP i'n
full force and effecc during Ehe enEire lern of Ehis agreeoenE
or any exEension Ehereof, fire and exlencec coveraBe insurancc
on any inProvenenEs coRsEructed on lhe leased and licensed
premises as r,ell as on all furnilure' fr::r:shings' fixcures
and equipnenc sicuaEe Etiereon and inclucing aII replaceoenrs
lheleofinaclounEaequa].EoeighEyPerc:n!(goz)ofinsurabl.
value. Saj.d Policies or cersiEicaEes of insurance Ehcreon
shall be lurnished CiEy of Dania frou t!!rc Eo Eime so as
Eo demonslrace conEinuous coverage dur:ng rhe Eerrl of Ehis
agrerrnenE. Sald policies sha11 be vri:len for Ehe benefir
of ciry of Dania and SacurdaY'
. xrv'
In lhr evenE of desEruccion o! o: daoage co any- of
thc leased and 1lcensed ProPercy covc:cd by insurance' che
funds Payable in Pursusnce of said insurance pol!'eies shall
be deposited i.n 8 conmercial bank located in Dania' Florida'
scl.cEed by CiEy of Dania, !s a Erus: fuod ' and sald funds
shall be used for Ehc PurPosc of recoBstrucEion or r'Pair
as Ehe cas. rnay be of any of che bu:lCings' i'rnProvencnEs
or personal PrgPerEy so danraged or d'sEroyedi hoeever'
a1 J
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i
such reconsEruccion shall no! be necessary !f desErucEion
occurs uiEhin Ehe lasE yeaE of the E!'rr hereo! (or any reneoal
chcreof) in uhich evenr said funds shall be used co reoove
rhG leoainlnt inProvemencs so Ehac lands vill be lelc clear
and free of debris. AI1 reoaining funds shall be Paid Eo
S.Eurday.
xv.
No rcsPonsibllicy shall resc uPon Cicy of Dania by
reason of Ehe condlEion of rhe PreBises nor che equiPoenc
and sErucEures ro be locaEed Ehereon nor shall Cicy of Dania
be liable co Sacurday or any of iEs Pacrons' cuslomers'
rgcncs, sErvancs or eoPloyee3 by reason of che condiEion
of che preoises or any irrPloveEengs, equiPnenc or personal
proPerEy sicuace Ehereon- Sacurday shal1 indeonify and
hold harnless ClEy of Dania agalnsr rI)' liabilicy and expenscs'
including all judBEenEs' courc cosEs. invesciSacive exPensesr
acEorneys' fees and ocher charges arising from i'njurlcs
to the Persons or any of lcs Pacrons. cusEoders' atenls'
selvanEs or enPloyees on or ne8r Ehc lcased and licensed
prenises or arising fron propercy daoage during rhe Eern
of said agreenenr or in any tlanner arising frot! Ehe negligencc
of sacurdaY'
xvr.
Sacurday nay assi'gn rhLs leas' go The Carrousel Group'
Inc., irlrhouc che qonsenc of ClEy of Dsnia' oEherriise'
Sacurday shal1 noE assign lcr lntercsE itr Ehis aEre'o'nl
elchouE prior r.lrlEEen consenc of Cicy of Dan!a' Houevcr'
ClEy of Dania agrees chac tc nill noc unreasonably r,tEhhold
tiving ics consenc if Ehe assignmenE shaLl be for a usc
coopaclble wirh che uses perraicced hereunder' Furt'h"r'
Sacurday may sublease PorEioos of the leased and llcensed
prenises eiEhouE obEaining che consenc of Ci'cy of Dania'
Furcher, Sacurday may gEanc incidencal or miscellaneous
concession riEhEs co indePendenE concracEors rrichouE firsr
obcaining che consenE of ciEy of Dania' Ac aII Eirnes' Sacurday
shall have che righc Eo assiBn aIl of ics righc, Eicle and
/#,
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inceresc in and cg Ehe eiEhln a8reeoenEt as collaEeral' ro any
Eype of inscicucional lende! for fhe Purpose of securlng a loan'
or loans for conscrucrlon PurPoses o! !'orkin8 capical necds'
xvll.
Sacurday in che use and enJoynenr of said leased and
licensed Preniscs shall 'conply vich all governoencal regulacion!'
sEacuces, ordinances, rules and di'reccivis of che federal'
sgaEe. counEy and ountclpal tgverrutrenEs having jurlsdicEion
ov.E Ehe leased and Ilccnsed Predrigca and Ehe business being
conducced Ehereon.
xvlrr .
Failure of Saturday ro ProBPEly nake all payorencs of
lenEals, charges and feas required ro be Paid herein shall
conssi.cuEe a defaulc, and ClEy of Dania 6ay aE ir'e oPEion
rerminacc rhis leasa and licensing agreenenE afcer 30 days
nocice ln erlEinB, unless-Ehe default be cuEed '^,iEhin Ehc
nocice Period. Failure of Sacurday co coop)'y !'iEh any osher
cgvenanEs of rhls lease and licensing atreeoenc sha11 consEl-
ruce a defaulc, and CiEy of Dania.nay.ar ics oPcion Eeminace
Ehis lesse and licensing agrcelleoE afser 60 days noric' ln
eriting, unless che defaulc be cured eiEhin 'he norLce Period'
or in rhe evenc such defaulE cannoc be cured vichln such Period
of Eioa, unless Saturday shalI co![oence Eo eure same ''iEhln
such period of ci'ne and EhereafEer Prosecuce Ehe uork incldenr
EhereEo uoinEerrupced and uich diligence co conclusion' Add-
lcionally, the happening of any o€ Ehe follo!'ing evencs 3ha1l
coosEicucc a defaulc by SaEurday and shosld chey occur, cn* 7lh
lease and licensing agreernenc sha1l aucooacica!!y Ee!:ninaEet
abandonnenc ofPreoises oE disconEinuarion of oPeraEion (oEher
shan dlscooainuaEion of oPeracions involving normal hours of
closiDg, seasonal' closi'ngs or resulcing froo the necessicy Eo
A'/
'd$
/g,t([h
,l rt
refiair or rebuilC), f ili'ng by Saturday of bankruptcy Proceedints,
plan of arrangemenE, reorganization, cooPosiEion agreetoenl
cr any ocher proceeding under Ehe Bankrugrcy AcE or oEher
available sEacuEes and Sacurdaf noc secu!c a discharge cherefroo
uichin 30 days.
23
V
stY
..:i:
,,.,:
'11'
.-.:,_:' !i':
, i:i_.
...,:,.
xlx.
CiEy of Dania or any of !'s auEhorized aEencs or emPloyees
3ha11 have Ehe righE Eo enEer uPon che leased and licensed
preoises during reasonable hours Eo insPecE sanc for any reason
or in order co oake inquiry sich resPeeE E'o or asc'lcain ehecher
Sacurday is cooplying siEh Ehe Eertrls of lhis atreelrenl' tn
cxelcising iBs rithE Eo lnsPecE as Provided for hercin' CiEy
of Dania agrees EhaE such righc of insPecrion shall be conducEed
so as nor Eo incerfere. vich Sacurday's occuPancy of ehe leased
and Licensed Pretnises or any business being conducced by Sacurday
rhereon'
xx.
Th€ righcs of CiEy of Dania hereunder sha11 be cunulacivg
and shall be in addiEton Eo rithEs as oche:wise provided by
lhe scaEuces of che Stace o! Florida' Failure on Ehe ParE
of ClEy of Dania Eo exercise Pro'uPEly eny r!'ghcs afforded !E
by said laus sha11 noc oPeraEe co forfeit such righrs' In
lhe evenc Sacurday should defaulc hereunder and should said
defaull noc be remecled after noEice and che lapsing of citr'
provi.dedforinparagraPhxvlllabovc,ciryofDaniasha].1have
che righE !o acceleraEe and declare furunedlacely due and payable'
all unpaid renEs Provided for herein'
xxr .
this lease and llcensing agre'oenc shall be bindlnB uPon
Ehe Pargics hcreso, Eheir successors and assigns'
xr-rl.
Sacurday shall surrender uP and deliver ch' leased and
nia upon Eerninaqion of Ehis
in defaulc-hereunder, Sa curdaY
shall have 30 days follouing rhe end of che ceru of Ehls
agleertenc, or any exErnsion hereof' ei'Ehin shich co rcoove
all of iBs personal ProPercy fron che Prernises and in such
case Sacurday agrees Eo rescore Ehe Prenises Eo rhe condlcion
Ehac prevailed inmediacely Prior Eo tSt rgnoval of such personal
futu
Pr rt
'/tl ^r
censed prenises co clEY of Da
reenenc. Provided ic !s nol
J
(_t//2t
.:'
r:',..:.,
lr),*
sz
eq IlRqs fuauraa:EE STqf 'stulPaa'ord uor:euu?puo? (q ua{sr
(11oqn aq saslura:d al'!:ue eql ol "I:T: IEt?1 "t{: fI 'arndsIP
u'! s:?l:Plll qtns Jo uo'!iEuTujr"l"P aql PU? UO'!S'IJaP SII:0J
,(s:alol:uoe qDns pue s:":iEr! qtns Jo uoT:trPs'!:n[ 3u1neq ::noa a
o: Pe::Tpqns 's8ulpaaco:d a:e1:do:dde '(q aq 11eqs a:nds1p
uT srai:au aq: u"q? 'aPsu u"aq "^Bq 118qs PIEAS qtns :a:,"
s(ep 99 uIq:TA "lqE:Tnba pue :sn! are sluao:snfp? laqfo ro
2ua: lo :uasr?lPqE lsnuut 'uoIsT^Tp :eqn uodn "a:tP o: alqRun
.r! {ep:nt!S PuE t'luoq ,o (:If ll 'saeurtr'una:Ic 'q! r'Pun
a1q":Tnb? pue :sn[ aq llBq8 sa apRE s:uao:sn!P" :"qio Pu"
:ua: Jo:uaur?:?qE qrns Pur tu!P"?oo:d uo'!:Euuapuoi r{"ns uT
praAB Jo sP?.to:d "ql Jo uolsT^lp qrns "q llEqE ?:aq: 'uTBqoP
tuauTue Jo uosEa: dq P'uuaPuoJ fo 'P":"1:do:dde 'ual€1 aq
,oaraq: uoTlrod (uR lo uo"r"gi Pa:R"gI 8: u"llt"'rordurl eq::o
PuEl PasuecTl PuP P"SE"I aq: o: e1:Tl 193"1 "q: :uauaarSe
tu1suja11 puE aseal s'!q: Jo E.:"1 aq: 3u1:np "otT: '(uE :" '3lr
'AXX
'P?l:asse a:e slqBT: qDns ooqa:sulete (::ed aq: uorg
's"al s("u:ot:P ?IqguoseE: tuTPnItuT 's?su?dx? PUE s:soc aq:
.roJ :uao"s:nqo-'ta: o: :qt'g: eq: tAEq 11eqs '(::ed 3u111:laed
"q: 'ugTt"B :fnof o: tuTl:ose: '(q luau'j""a8" s'!ql fo sE:la:
"q: :."Pun s:qET: sf'! ""rqJu" qr (::"d :eq!'!? :o; (:eisacau
auoc"q Plnoqs iT :Er{f :ua^a "ql uI 'EP'!!o13
',o
?lB:s ?q: Jq
s!!81 "qf (q pau:e"roil aq llBqs taPun"r"q s:qt'!: {uP
'o
uo!:
-B:?.rdreiu1 Jo :u"ule!:o:ua aq: tulaloau'1 uoJ:a€ (uE pue :uaueaeBe
s'!q: Jo uol:n"3x? ?ql ,o :no 3u1s1:e soalqord lztal 11y
'AI)O(
'uTa:aq P"qT?:u9c suoT:TPuOl Pu8 SEjt": 11t o: {1ddS
TIRr.ts sTq: pue :uaoaa:8Y s'!q: Jo ?cuasse aq: 3lo E'! "EITI :"q:
o:a:aq sel:red "qf ustlueq paarBe pue PgolsraPun sT:1
'11IXX
':uagaa:tg
s'Iq: Jo sol:r" I ai{: ,(q pa:1nbe: "q esTa'rEq:o :q31u se '(::edo:d
H(,
l rlUNryll
'' '{'-
.urorlacically cancelled. tngeneral' iE is r'he incenr of
Ehj.s paraBraPh EhaE uPon condennacion Ehe ParEies Ehereso
shall share in Ehe auard Eo she exsen! Ehar cheir resPecEiva
incerests are desEroyed, daruged or dePreciaEed by Ehe exerclse
of rhe righc of eEinenE donain'
x)(VI .
A11 nocices required hercunder uray be served Personally'
or aE che opcion of Ehe giver oay be served by regisEered
or cercified !|ail. reEun receiPE requesced' and such noELce
shall be effecEive froE Ehe dace of receiPE'
Such noEice Eo sarurday sha1lbe: :6i"Ei:I i::H'A:::i Bourevard
Dania, Florida 33004
Such nocic
Dania shal
ec1bo Cicy of
Any parEy Bay chanBe iEs alailing address herein sci'PulaEea
upon flve days vrircen noEice Eo che ocher parcy'
xxvll.
CiEy of Dania agrees co give and gran! unco Sacurday
all required easeDenls over' under and across lands or'rned
by CiEy of Dania Ehac are aPProPrialely and reasonably needed
co ptoviiie uEiliEj..s for use on che leased and licensed Premises
and for access. Such easeoencs, if needed, will be granred
ac no sddEicionsl cosE Eo Sacurday.
XXVITI.
'In Ehe eveng of vay, eacascrophy, or naciona! eoerBency
vhich requires a susPension or subsganEial rescricEion on
thc operacion by Sacurday of Ehe rescauranr laciliEy' or
any parE chereof' the oPeraEion of che resEauranE faciliEy
shall be suspended under Eerrns and condiEions ro be mutually
agreed upon becseen the ParEies and, during che period of
such suspension, al'l rental Paymencs shall abace' Hovever'
Cicy oi Dania
Dania CiEY HalI
1.00 Wesc bania Beach Boulevard
Dania, Florida 33004
/#
i,r
26
4
e/;
,'.,i
'l
'ii-': : .
noguichsEandin8suchsusPensionoEoP.:aEionsandabaEeEenrof
rcnErl PayoenEs, Ehc righEs of SaEurday unde! Ehis Agreemenc shall
conci.ue in ful1 force and cffecE' ts wested ProPer.Ey righcs' and
uncil such Eiae 13 condiEions reEuln :o nor al so as Eo u'rranc
a resurPEion of oPerarions' FurEher' a: a1I Eines' Sacurday
shall, have rhc rithr Eo cancal o! susPend (aE is opEion) shis aBlee-
acnE if lE cannoc sccure raler service' saniEary ser'rer service'
elecErical servi'c' or ocher ryPes of u:ilicy servic's or !! iB
cannor enjoy reagonablc aeans of ac3ess ro chc leased and licenicd
preol'ses. ln Eha evenE of a susPension for sueh reagons' a1l rencal
payDcnBs shall ab8 Ee '
xx1x.
ExhiblE A Eo Eh'e viEhin leasc and licensing agreemenc is
hercby incorporaced inio and made a ParE hereof co show che
background, basis, Premises' hissory' definiEions' legal sushoriE'ies
and begilntng clrcuostances phlch iorn rhe basis of Ehe riEhin
leesa and licensing agrearDenE '
x)o(.
This lease and licensint ag:e'oenc has been apptoved by
ordl,Bancc No. 256 adopced oo secood and fj'nal resding by che
ClEy CoEtsission of Ehe Cicy of Daoia' Florida' on Ehe 13ch
day of JariuarY. l98l '
IN IIITNESS I'IHEREOF, CITY Oi DANIA' I Florida rmrnicigel
corporacion ' hes eaused Ehls 1e83c and 1i'censinB agreenenl Eo
bc .xecucad in lcs cotPoraEe nane by James G' Adams' ica l{ayor-
CoDoissioner. and by Ricbard liaran! ' iEs ClEy Hanager' and has
furEber caused ics corPorase seal co be affixed' accesccd by
llanda Mul'llkin, ics undersitned CiEy CleEk - Audicor' on Ehis
I b?a^y of JenuarY . 1981'
TN ;ITNESS IIHEREOF, SATTJPIAY CORPORATION, A FlOTidA COTPOT.
l$,
/l'!\
.Glon,hascaugedEhigleascandlicensingagreeoenEtobc
arrcutcd in iBs corPoraEr naDr by sEePhen F' snydar' iEs
undersigned Pr"sidenl' and ouen P' Belf iEs underslgned
/l,t -/.f-(/4.vld z7
I
tt lt
4
cl')
'! .,
':i
: ,: ,.:
. .i
,.-..,'l
. !r
,'l:
^:.
: ,_1*-_,...;.i,":.:
r !,
S ltned, s.a1ed and delivercd
in rhe presencc ot:CITY OF DANL{, a Florida HunicigaL
Corpor ron
By;ss
By,
AEtesc:
AEges c :
RY
Ey nateE
Signed, sealed an
ijr Ehe presence o
del ivereddf
Ey
SATURDAY CORPoMTION, a Flor ida
Co!pora Eion
3y'!e s enE
Lc--* t/r4-"-.-r
e cre cary
SIATE OF FLORIDA:
COT'NTI OF BROIJARD.:
Th. foreeoinc insrruoenE vas acknouledged before me rtris l6ih
a"v ii-:ii"iii l'-igai '
-ui Jroes G' Adaras, al lla vo! -com,nis s ione! 'iilniia-x"t"nt, .s cicv'u"na!"r, and t'landa liuriikin' as cicy clerk-
AudlEor of cIfY OF DANIA, "-Fioiiat uunicipal corporaclon' on be-
' :.:.
(N.TARY SEAL) My cosrtiss ior ExPires:
t't^n tq-E t'5E Ot a'dE^,'r'la:
STATE OF FL0R IDA : ?--"r.,..,o, *-.' ,,- t. t..'
COUNTY OF BROIJARD: ffo-ro"*"*orr.stfriE3
Tha forego int - inscrudren c uas acknooledgeg bt{9t",.t:r,,:h#ru|$}
a., ii-r"n""iv, isat, uv srEPllEN F' SNYDER' President
iiill- s-.li"iii"i, -ot -!eT tnoei coRroutroN, a Florida corPoracion'
on b;hslf of said corporacion.
half of said corPoraaion.
(NOTARY SEAL)
lu
'/ /r1,\
1v t't
l{y CorEis s ion ExPires I
rdr^it Frat star! ot B.gEAdu'd
-t -.roso" ott^eg ttr,t r' t..'
','i* tt^,0,"^ t* t"ogn'ii'165
J
e//
secreEary, o,, cir:-" Itfi day of January' 1981'
A*t
.4-J c. rJo,^-
CANCELLATION OF 1981 I,EASE AND LICENSING AGREEMENT
AND SUPPLEMENTS
This C"{,NCELI"ATION OF 1931 LEASE AND LICENSINC AGREEMENT AND
SITPPLEMENTS by and betweea the City of Dania (Dada") and The Aragon Group, Inc., a
Florida corporation (nAragonn) madc and eotered into this
-
&y of
1996,
WITNESSETE:
W'EERXAS, thc Saurday Corporatioo and Dania catercd into the 1981 LEASE AND
LICENSINGAGREEMENT dated lanrary 16, l98l b*weeo city ofDania aFloridanunicipal
corportion and SATIIRDAY CORPORATION, a Florida corporatioq o<ccuted on Jangary 16,
1981 and recorded February 4, l98r h official Rccords Book 9396 xPage 720 of the hrblic
Records ofBroward County, Florida, and
Assignment dated February 16, 1981 by SATURDAY CORPORATION, a Flori&
corporation to CARROUSEL GROITP, INC, a Florida corporation of said January 16, 1981 L€asc
and Licrosing fureemen! which Assignment was reorded July 14, 1981 at Oficial Recorils Book
9688 at Page 378 ofthe Public Records ofBroward County, Florid4 aad
FirS Supplement dated November 15, 1982 betweeo the City ofDo"io, 1 fl61ida mtrnisipal
coryoration atrd the CA.RROUSEL GROIIP, INC., a Florida corporatiotr to Lease and Ucensing
Agre.nnent dated Jaauary 16, 1981 ufiich Supplemeot was cxecutcd February 3, 1983 by thc City
ofDania and February 14, 1983 by the CARROIISEL GROITP, INC. and rccorded Fcbruary 15,
1983 at O'frcial Rec.rds Book 10675 *.Page 641 of tbe Public Records of Broward County, Florid4
and
Second Supplemeot to Jamary 15, 1981 Lease and Liceosing Agreement between the Ctty
qf panie, a Florida municipal corporatiotr and thc CARROUSEL GROITP' INC., a Florida
corporation dated Octob6 9, 1984, cxecuted November 20, 1984 and rccorded lyfarch 7, 1990 at
Ofrcial Rccords Book 16352 at Page 96 of thc Pgblic Remrds ofBroward County, Florida' aod
CAXROUSEL GROITP, INC., a Florida corporation Artides of Merger with the Aragon
Group, Inc., a Florida corporation Certificate of thc De?arfreot of Statc of thc Statc of Florida,
datcd Junc 30, 1987 and rccorded Angust 1, 1987 in O6cial Rcords Book 1,1673 at Pagcs 0256 and
0266 ofthe hrblic Records ofBroward Coutrty, Floridq aad
Additional Second Supplement betwE€o the City qf panie, a Florida municipd corporation
and Tbe Aragon Group, Inc., a Florida corporation datcd lvfarch 5 , 1990, executed lv{arch 5, 1990
and recorded ldarch 7, 1990 in Ofrcial Records Book 17221 at Page 638 ofthe Public Records of
CANCELLATION AGREEMENT
Exccr:tion CopylFcbruary 16, 1996
j:\aragonbanccl.ag2
I ExHtstt
2
Pegc I
Broward County, Florida
(hereinafter collectively referred to as the "1981 Lf,ASE AND
LICENSING AGREEMENT AND SIIPPLEMENTS'")
WmREAS, The Aragon Group, Inc., a Florida corporatioq is the successor in interest to
the Sahrday Corporation; and
WTTT.REAS, Aragon and Dada entered into that Settlement Agreement with an Effective
Date of to vfiich a copy of this CANCEIJ,ATION OF l98l LEASE
ANI) LICENSINGAGREEMENT AND SIIPPLEMENIS was attached as Exhibit 2; and
WEEREAS, the S€ttlemeot Agreement provided that upon the last to occur of the terms and
conditions set forth therein this CAIYCEIJ"ATION OF 1981 LEASE AND LICENSING
AGREEMENT AND SUPPLEMENTS would be executed and delivered by Aragon and Daniq,
and
University System
forth therein of
of Florida and Dania and consented to by Aragor\ with an Effective Date as set
the 1981 Lf,ASE AND LICENSING
AGREEMENT AND SIIPPLEMENTS is terminated and canceled for all purposas whatsoever.
3. The interpretation, validity and enforceability of this GANCELI"ATION OF 1981
LEASE AllD LICENSING AGREEMENT AND SIIPPLEMf,NTS and any agleement to be
executed in connection herewittq including all terms, provisions, rights and duties set forth hereiq
shall be interpreted and construed in accordance with the law ofthe State ofFlorida without reference
to rules governing any conflict of laws.
CANCELLATION ACREEMENT
Execution Copy/February 16, 1996
j :\aragon\cancel. ag2
wrf,,REAS, all of the terms aad conditions set forth in the Settlement Agreement as
conditions precedent to the execution and delivery of this cANCELIATION OF 1981 LEASE
AND LICTNSINGAGREEMENTAIID SIIPPLEMENTS bave occurred and taken place and/or
will occur and take place simultaneously with the execution hermf
NOW, TETREFORE, in consideration of the srm of Teo and 00/100 ($10.00) u.s. Dollars
and other good and valuable consideration the receip and sufEciency of which is hereby
acknowledged, the parties agree to the following:
l. The above recitals are true and correct and are hereby incorporated herein as iffulV
set out herein.
2. E:<ccpt as ryecifically set out and provided in the 1995 LEASE AND IICENSING
AGREEMENT ANI) SUPPLEMENTS by and betureen the Board of Regents of the State
Pege 2
4. The determination by any court of competent jurisdiction that any provision ofthis
CANCEII,ATTON OF 1981 LEASE AND LICENSING AGRIEMENT AND
STIPPLEMENTS or any agreement entered into in connection herewith is not enforceable in
accordance with its terms and conditions shall not affect the validity or enforceability ofany ofthe
remaining provisions; rather, any such unenforceable provision shall be stricken or modified in
accordance with the Court's decisiorL this CAIICELLATION OF 1981 LEASE AND
LICENSINGAGREEMENTAND SIIPPLEMENTS, or any other agleement to be entered into
in connection herewitlq as modified, shall continue to bind the parties thereto. Anything contained
herein to the contrary notwithstanding, in the event any such decision of the court shall cause a
material element hereof to be unenforceable in accordance with its terms and conditions such that
an inequitable and/or unconscionable ckcumstance would result, then, in that event, any party hereto
may apply to any court ofcompetent jurisdiction which court shall have the power and authority to
modify the remaining terms and conditions of this CANCEILATION OF 1981 LAASE ANI)
LICENSING AGREEMENT AND STIPPLEMENTS in order that any such inequitable and
unconscionable circumstance may be eliminated to the fullest extent possible.
5 This OINCELLATION OF 19s1 LEASE AND LICENSING AGRIEMENT
AND SIIPPLEMENTS may be executed in one or more counterparts, each of which shall be
deemed an original, but all ofwhich together shall constitute one and the same instrument.
6. This CANCELLATION Or 1981 LEASE AND LICENSING AGREEMENT
AND SUPPLEMENTS among the parties consists only of the express written terms and conditions
SCt fOrth iN thiS CANCELI,ATION OF 1981 I,EASE AND LICENSING AGBEEMENT AND
SUPPLIMENTS or any other agreement entered into in connection herewith. All understandings
and agreernents heretofore made between the parties have been merged into this CANCELLATION
OF 19ST LEASE AND LICENSING AGREEMENT AIID ST]PPLEMENTS, WhiCh AIONC fuIIY
and completety express the parties understanding. There are no promises or agfeements' oral or
otherwisl, inducing entry into this CANCELI"ATION OF 198f LEASE ANI) IICENSING
AGREEMENT AND SUPPLEMENTS, EXCEPT ONLY AS E)GRESSLY SET FORTH IN
WRITING I{EREIN. THE PARTMS ARE RELYING ONLY ON THE E)GRESS TERMS,
CONDITIONS AND AGPGEMENTS SET FORTH HEREIN. THE PARTIES FTJRTHER AGREE
THAT A}IYPROMISE ORAGREEMENT, NOT E)PRESSLY SET FORTH IN WRITING AND
SIGNED BY THE PARTIES, CANNOT BE RELIED I'PON AND WILL NOT BE VALID OR
ENFORCEABLE.
7. The terms and conditions set forth in this GANCELIATION OF 1981 LEASE AND
IJCTNSINGAGREEMENTAI{D ST PPLEMENTS are the product of mutual draftsmanship by
all parties, each being represented by counsel, and any ambiguities in this CAIICELI"ATION OF
1981 LEASE AND LICENSING AGREEMENT AND SIiPPLEMENTS or any documentation
prepared pursrant to or in connection with this Settlement Agreement shall not be construed against
any ofthe parties because ofdraftsmanship.
CA]TCELLATION AGREEMENT
Execution Copyfebnrary 16, 1996
j:\aragonbancel.a92
Pege 3
8. The parties agree to cooperate with each other and to execute whatever further
documents may be deemed necessary to effectuate the terms of this CANCELI"ATION OF 1981
LEASE AND LICENSING AGRIEMENT AND SUPPL,EMENTS.
IN WITNESS WHEREOF, the CITY OF DANIA a Florida municipal colporatio4 has
CAUSCd thiS OII{CELLAfiON OT 1931 LEASE ANI' LTCENSING AGREEMENT A}ID
SUPPLEMENTS to be executed in its corporate name by William Hyde, its Mayor-Co rnllussloner,
and by Mke Smith , its City Manager, and has further carlsed its corporate seal to be affixed,attested
by its undersigned City Clerk - Auditor, on this
-
day of
1996.
IN WITNESS WEEREOF, THE ARAGON GROUP, INC., a Florida corporatiorl has
CAUSEd thiS CAI{CELLATION OT 1931 LEASE AND LICENSING AGREEMENT ANI)
SIIPPLEMENTS to be executed in its corporate name by Stephen F. Snyder, its undersigned
President, and Owen P. Bell, its undersigned Secretary, on this- day of . 1996'
Signed, sealed and delivered
in the presence of:
CANCf, LI-ATION AGREEMENT
Execution Copyfebruary 16, 1996
j:Wagonbancel.a92
CITY OF DANIA a Florida MuniciPal
Corporation
By:
By
WILLIAM HYDE, Mayor-Commissioner
MIKE SMITH, City Manager
Pege 4
Signed, sealed and delivered
in the presence of THE ARAGON GROUP INC., a Florida
Corporation
By:
STEPI{EN F. SNYDER President:
Attest
OWEN P. BELL, Secretary
STATE OF FLORIDA
COUNTY OF BROWARD
The foregoing instrument was acknowledged before me this
-
day of 1996
by William Hydq as Mayor-Commissioneq Mke Smith as City Manager, and . as City
Clerk Auditor of CITY OF DANIA a Florida municipal corporation, on behalf of said corporation.
who:
O he is personally known to me, [or]
D has produced as identification.
Notary Public
My Commission Expires:
Printed Name of Notary
Notary Commission No.
CAi{CELI.JITION AGREEMENT
Execution Copy/Febnrary 16, 1996
j :\aragonbancel. a92
Page 5
The foregoing instrument was acknowledged before me this
-
day of -------.-, 1996
by STEPHENF. SrVOen, President and owENP. BFIJ, Secretary, of THE ARAGON GROUP,
INC., a Florida corporation, on behalf of said corporation who:
STATE OF FLORIDA
COI'NTY OF BROWARD
CANCELLATION AGREEMENT
Execution Copy/February I 6, I 996
j :\aragonbancel. ag2
E he is personally known to me, [orl
O has produced as identification.
Notary Public
My Commission ExPires
Printed Name of Notary
Notary Commission No.
Page 6
1996 LEASE AND LICE:(SING ACREE!4ENT
TEIS 1995 IIASE AJID LICENSING AGREEMENT made and entered into this
-
day of 1996,by and berween the CITY OF DAM.\ a Florida municipal
corporation (hereinafter referred to u the "Ciry ofDania") and the Board ofRegents ofthe State
Uuiversity System ofFlorida (hereinafter referred to as the 'Regents"),
WITNESSETE:
The City of Dania for and in consideration of the mutual covenalts which are hereinafter
stated ancl in fiyther consideration of the s:m ofTen and @/100 Dollars (510.00) paid by each of the
parties to the other and othcr good and valuable consideratioq the receipt and zuffciency ofwhich
is hereby acknowledgd II IS MUTT ALLY AGREED AS FOLLOWS:
l. Lease. The City of Dania does hereby lease and/or license to the Regents, and the
Regents do hereby lease andlor license from the City of Daniq the following described Propsty
situate, lying and being in Broward County, Florid4 to wit:
Block 203 and that ponion of Ocean Drive adjacert to Block 203, in HOLLYWOOD
CENTRAL BE{CII arrording to the plzrt thereof recorded in Plat Book 4,Page20,
Public Records of Broward Counry, Floridq LESS that portion of Ocean Drive
adjacent to Block 203, as shown on State Road Department Right of Way Map'
Section No. 86514-2601; and
That portion ofFrfty-first Street (cambridge street) adjacent to Block 203 as shown
on said Plat of HOLLYWOOD CENTRAL BEACH, Iying East of Oceaa Drive as
shown on State Road Depanment Rigirt of Way Map, Section No. 8603-175; and
That portion of Ne* River Sound as shown on said plat of HOLLYWOOD
CR'ITRAL BEACE descnbed as follows
Commencing at the Northeast corner of said Block 203, run Southeasterly aiong the
Eas line ofBlock 203, a distance of 53.45 feet, more or less, to the Nonh face of an
exising bulkhead and a p9b-9f bldrlllllg thence, run Easted a.long the North face
of said butkhead 186.66 feet more or less, to the West face of an a{sting bulkhead;
thencg Nonherly along the West face of said bulkhead 864 feeq thence, Easterly at
riglrt angles to said Northerly bulkhead 84.46 feet, more or less, to tbe West face of
a concrete strip for parking meters; thence, Southerly along the West lace of said
concrete strip ertended I,Oi i.O3 feet, more or lesg to a Northerly rigbt ofway line
of State Road A-1-A as shown on State Road Departrrent Right of Vfay lv{ap
Section No. 8603-175; thencq Westerly dong said Northerly right of way 248.19
feet, more or lesg to the East line of said Block 203, thencg Northwesterly aiong said
LEASE AND LICENSING AGREEMf,NT
Erccutiou Copy/Tcbruar.v 16, 1996
j:\rregon'scetcdO.dren
I
EXHIBIT
,)
Prgc I
I
East line I5O.OO feet, more or less, to the pei4lelftegiuiIg, said lands situate, lying
and being in Broward County, Florid4
togeher witi the following described prop€rty situated, lying and being in Broward County, Florid4
to wit:
LEGAL DESCRIPTION
FAU PARCEL ''A"
Block 203 and that portion of Ocean Drive adjacent to Block 203, in Hollywood
Central Beacb according to the Plat thereof recorded in Plat Book 4, Page 20, ofthe
Public Records of Broward County, Florida, less that portion of Ocean Drive
Adjacent to Block 203 as shown on State of Florida Road Department righrof-way
map, Section No. 88614-2601 and;
That portion ofFifty First Street (Cambridge Street) adjacent to Block 203 as shown
on said Plat of Hotlywood Central Beach, lying East of Ocean Drive as shown on
State of Florida Road Department right-of-way map Section No 8603'175 and;
A portion ofNew River Sound as shown on said Plat of Hollywood Central Beaclq
all the above being more particularly described as follows:
Beginning at the Northeast corner ofBlock 203 of said Plat;
TENCE S 02" 06'00" E on an assumed bearing along the East line of said Block
203 a disunce of53.45 feet, more or less, to the North face ofan existing bulkhead;
TEENCE S 86' 16' 24" E alongthe North face of said bulkhead and its extension
267.15 feet, more or less, to the West face of a concrete strip for parking meters;
TEENCE S 05' lO' 50" W along the West face of said concrete strip extended
149.24 feet, more or less, to a Northerly right-of-way line of State Road A-lA as
shown on State of Florida Road Department right-olway map Section No. 8603-175;
TEENCE N 86' 29' I1" W along said Northerly right-of-way line 248.19 feet, more
or less, to the East line of said Block 203;
TEENCE S 02' 06'00'E along said East line 10.00 feet to the Southeast corner of
said Block 203;
LEASE A}ID LICENSING AGREEMENT
Erccution Copy/Fcbnrery 16, 1996j:hr.$nk .!ch3.&.n
Page 2
THENCE S 02' 54' 10" E 40.00 feet to a point in the South right-of-way line of
Fifty-First Street (Cambridge Street), said South right-of-way line also being a
Northerly right-of-way line of said State Road A-l-A;
TmNCE S 87' 26'35- W along the las described line 243.90 feet to a point on the
Ea.st line of said ocean Drive as shown on said Florida Road Department right-of-way
map, Section No. 86514-2601;
TEENCE N 03' 56' 31' E along the said East line 280.47 feet to a point "A" at the
intersection of the said EaS line of Ocean Drive with the North line of said Block 203;
TEENCE S 86' 03'29" E along the said North tine 215 00 feet to the point of
beginning, at the said Northeast comer ofBlock 203 and;
COMMENCING at said Point "A';
TmNCE N 86. 03' 29,, W along said North line 10o.oo feet to a point on said North
line being the point ofbeginning;
THENCE continue N 86" 03'29'w along said North line 128.25 feet, more or less,
to the Northwest comer of said Block 203, being a point on the East line of canal as
shown on said plat;
THENCE S 03. 56, 31" W along said East line of canal 265.61 feet to the southwest
corner of said Block 203;
THENCEN87"26'35''EalongtheSouthlineofsaidBlock203adistanceof
123.07 feet to a point on the West line of said Ocean Drive as shown on said Florida
Road Department right-of-way map, Section No. 86514-2601;
TEENCB{ 03" 56' 31" E along said West line 251.81 feet to the point of beginning;
Said Parcel "A" containing 3.06 acres, more or less
ARAGON PARCEL "B"
That portion of the New River Sound as shown on the Plat of Hollywood central
Beach and recorded in Plat Book 4, Page 20, of the Public Records of Broward
County, Florida" described as follows:
COMMENCING at the Northeast corner of Block 203 of said Plat;
LEASE AIYD LICENSING AGREEMENT
Erecution Copy/Februrry 16' 1996
j:\rt-.torr\rcrr.dL3.&.n
Pege 3
TmNCE S 02' 06'OO' E along the East line of said Block 203 a distance of 53 45
feet, more or less, to the North face of said bulkhead;
THENCE Easterly along the North face of said bulkhead 182.66 feet, more or less,
to the West face ofan existing bulkhead being the point ofbeginning;
TmNCE continue s 86' 18' 24" E along on an extension of the North face of said
bulkhead 84.89 feet, more or less, to the west face ofa concrete strip for parking
meters,
TEENCEN05'10'50'EalongtheWestfaceofsaidconcretestrip86186feet;
TEENCENs4"49,lo,w34.86feettoapointontheWestfaceofanexisting
bulkhead;
TmNcE s 05. 10' 50,'w along the west fact of said bulkhead 864.00 feet to the
point ofbeginning.
ARAGON PARCEL "C"
That portion ofthe following described real property which is within the boundaries
of the legal description of that real property described in the legal description of
Parcel I (One) described in the 1952 Deed:
That portion of the New River sound as shown on the Ptat of Hollywood central
Beach and recorded in Plat Book 4 at Page 20 of the Public Records of Broward
County, Florida, described as follows:
COMMENCING at the Northeast corner of Block 203 of said Plat;
TmNcE s 02" 06' 00' E along the East line of said Block 203 a distance of 53.45
feet, more or less, to the North face of said bulkhead;
THENCE Easerly along the North face of said bulkhead 182.66 feet, more or less,
to the West face of an existing bulkhead;
TEENCE N 05' lO'50" E along the West lace of said bulkhead 105.50 feet to the
point of beginning;
THENCE continue N 05" lO' 50" E along the West face of said bulkhead 758.50
feet;
LEASE AND LICENSING AGREEMENT
Erecution Copy/Februrry 16' 1996
j:\rr-a$rrt.3&dl3.dan
Page 4
TEENCE N 84" 49' 10'W 165 00 feet;
TEENCE S 05" lO'50" W 758'69 feet;
TEENCE S 86' 16'24'E 165'05 feet to the point of beginning'
Said Parcels "B" and "C" containing 4 91 acres, more or less'
with all of the above described lands, siruate, lying and being in Broward county,
Florida
together with all buildings, fixtures, and improvements located therein or thereon except as
G"in..ffv provided heriin. Anyhing contained herein to the contrary notwithstanding' it is
,p*m."ffy ""t "wledged
that no persoJ property whatsoever is leased or licensed Pursuant to the
terms hereofas all such personal propertyis tie ierson"l property ofA,gon and shall be removed
from the Premises ns soon ". t.uionibly possible subsequent to the Effective Date'
TO EAVE AI\[D TO EOLD subject to the terms and conditions set out herein in this 1996
LEASE AND LICENSING AGREEMENT (hereinafter "Premises")'
LICENSING AGREEMENT shall be for
Term," beginning on this
-
daY of
.2046.
2. Initial Term. This 1996 LEASE AND
a term offifty (-50) years, hereinafter called the "Initial
1996 and ending on
-.-
LEASE AIYD I..ICENSING AGRX,EMENT
Erccution Copy/februarY l6' 1996
j:\uz8oa\s.aLd!3.&.i
3.!!!!g.TheCityofDaniadoesher6ywarranttotheRegentsthatitstitletothelands
whicharethes.rbjectofthisrsgeLEASEANDLICENSINGAGREEMENTissubjecttothose
items set forth on Exhibit "f' attached hereto and is as set forth on Exhibit "A" to the previous lease
JateO lunuary 16, 1981 by and between Saturday Corporation and the City ofDani4 said Exhibit 'A-
u"irg r*"a!r rri officidRecords Book 9396 at Page 748 of the Public Records of Broward County,
Floida and described in paragraph )O(X of said original 1981 lease and which recites that the
"*fribir'rhoo,. the background,-basis, pre.ises, history, definitions, legal authorities and beginning
circumstances which form the basis foithe 1981 lease and licensing agreement; provided, however,
said title is zubject to srbsequently enacted statutes, rules- and regulations ofthe State ofFlorida" and
any subsequent relevant appellate decision that may affect said title'
4. Submerged Lands. To the extent that any of the lands which are- subject to this
1996 LEASE AIIO r,rcrxs-mc AGRXEMENT are located within the boundaries of the lands
acquired by the city of Dania in 1952 by Deed No. 20o57 from the Trustees of the Intemd
Ir"p-r"r*t f.s Fund of the State of Florida to the City ofDania, a Florida municipal corporatiorl
daied rune o, 1952, and recorded June 9, 1952 at Deed Book 779, Page373, ofthe Public Records
ofBroward County, Florida ('1952 Dee(l), this 1996 LEASE AND LICENSING AGREEMENT
shall be deemed to be an exclusive license or permit running from the City of Dania to the Regents
Page 5
and shall not represent an attempt on the part ofthe city of Dania to lease any ofthe said lands.
Nevertheless, the exclusive license shall be for exactly the same term ofyears as the lease and any
provisions within the f996 LEASE AND LICENSING AGREEMENT as to the rights of the
Regents at the end ofthe ternl regarding the lease, shall apply not only to the leased lands but also
to any lands which are the srbject ofthe said exclusive license. The faa that the City of Dania does
not have the apparant authority to lease any ofthe lands falling within the lands described in the above
descriffi deed and that it has oniy the authority to grant an exclusive license concerning same shall
not be deemed to be an exception to title. That is, the fact that the Regents are receiving only an
exclusive license as to the lands frlling within the lands acquired by said deed shall not be deemed an
exceptior\ or objection, to title.
5. Rioarian Riqhts. The lease and licensing of the Premises shall include the right
to use all adjacent waterways, canals and water frontage as permitted by the laws ofthe State of
Florida. If any part of such adjacent waterways, canals and water frontage lies within the lands
acquired by the City ofDania pursuant to the 1952 Deed, the City ofDania grants the right to dock
or moor any ship, boat, or vessel ofany kind unto the Regents, its agents, guests and invitees for the
general purpose of allowing gpests, invitees and patrons of the Premises to dock their boats and
iessels along any portion of the leased and licensed Premises which constitutes water frontage.
lnything contained herein to the contrary notwithstandin& in no event whatsoever shall the Regents
-d/or Ar"gon o"rcise or permit to be exercised any rights or benefits provided herein in any manner
whatsoevei that causes or results in passage or navigation by boats or vessels to be unreasonably
impeded from and to the New River Sound by and tkough the East/West Canal from and to the
Intracoastal Waterway as such bodies of water are identified on Exhibit "Y" attached hereto'
Anything contained herein to the contrary notwithstanding, until December 3l,2Ol2 and after
December 3l,2Ol2 unless specifically rescinded by the City of Dania, in no event whatsoever shall
the waterways adjacent to the Premises be used for the docking or mooring of any ship, boat, or
vessel of any kind whatsoever which in any way operates, engages iI\ or conducts or has the capacity
to operate, engage in, conduct, and/or permit any person to engage in gambling of any kind or nature
and/br in any manner whatsoever, whether in port or at sea and the docking and/or mooring of any
uch ship, boat, and/or vessel of any kind whatsoever is strictly prohibited at all times. This provision
shall not be modified, altered, and/or amended prior to Decemb er 31,2012 without the express
written consent ofThe Aragon Group. Inc., a Florida corporation. in its sole and absolute discretion.
6. !]gg. The land which is the subject of this 1995 LEASE AND LICENSING
AGREEMENT is cunently improved with a retail, restaurant and rnarina complex. The Regents may
construct additional improvements and may alter, demolish and/or renovate the existing
improvements in its sole and absolute discretion if such activities are related to the operation ofan
oceanographic and/or ocean engineering research and educational institution and/or any other
educational use which in any manner supports and compliments those uses provided that prior to the
demolishing of any improvement, whether now existing or subsequently constructed, the Regents
shall demonstrate to the reasonable satisfaction of the City of Dania that improvements of
s$stantiaty equal quality or functional capacity shall be constructed as soon as reasonably possible
LEASE AND LICENSING AGREEMENT
Erccution Copy/Fcbntery 16' 1996j:\r4onh..lrd8.&.ft
Pegc 6
following any such dernolition. The Regents shall use the Premises as an oceanographic and/or ocean
engineeing
-
research and educational institution, and/or any other educational use which in any
manner srpports and compliments those uses and all activities related or ancillary thereto. Anything
contained irlrein to the contrary notwithstanding; Aragon sball have the right to operate a commercial
marirn available to the public and all uses and all activities related or ancillary thereto in the Aragon
License Area only and, during the Aragon License Area Term only; provided Aragon and the
Regents shall not construct any building or structure (during the term of this f 996 LEASE AND
LIaENStr{G AGREEMENT) upon or above the Aragon License Area (Aragon parcels 'B' and
"C,,), which shall o<ceed one (l) story without the consent and approval ofthe City of Dania and that
consent and approval shall not be unreasonably wittrheld and that the consent and approval by the
City ofDania will be based upon whether any proposed building in excess of one story umeasonably
obstructs views, light and/or air from adjoining property owned by the City of Dania" and further said
building or structure shall be subjea to the consent and approval of the state. agencies having
jurisdiAlon. Anything to the contrary notwithstanding Aragon and the Regents shall be prohibited
"tom using tne eragon Li""nr" Area for dry land storage of vessels, whether covered or uncovered,
repain oiessels upon the land and major repairs ofvessels in the water during the term ofthis 1995
r,ilSn AND LIdENSTNG AGREEMENT. The above described rights of use are specifically
zubject to the following limitations:
(a) No restaurant or food service shall be established or operated within the
premises, except-that Florida Atlantic University shall be entitled to operate a cafeteria or dining
facility not opin to the public and limited to the use of students, faculty, researchers, employees,
invite;s and guests but specifically not available and/or open to or for patrons of the marina, the
general pubilc visiting thl beacb and/or the marina and its related facilities. Provided however,
iothing he.ei, shall any way prohibit or be deemed to prohibit in the Aragon License Area the sale
of snaJk foo4 beverages, and ice to marina customers by vending machines and/or over the counter
service but in no event whatsoever shall there be any table service ofany kind.
(b) No retail sales in the Aragon License Area except for those goods and services
necessary and normally available to physically service vessels at the marina such as marine or boating
equipment or related items which are normally available in a commercial marina in Broward County,
Florida; and
(c) To the extent that parking spaces within the Premises are made available for
parking by the general public (which does not include officers, agents, employees, customers and
invitee; oithe marina and/or the research and educational institution) the Regents (and Aragon for
parking spaces within the Aragon License Area) shall charge for such parking an amount not less
ihan the amount charged by the City ofDania, Florida at the adjacent parking facility of the City of
Dania, Florida. Anything contained herein to the contrary notwithstanding; parking for officers,
agents5 employeeq q.istomers, students and invitees ofthe marina and/or the research and educational
institution is not subject to this restriction in any way whatsoever.
LEASE AND LICENSING AGREEMENT
Erecution Copy/F€bruery 16' 1996
j:hrigoib.rrrdS.&.n
Prgc 7
7. Rent and Service Fee. The rent to be paid to the City of Dania by the Regents for
the Initial Term shall be paid not later than Forty (40) days subsequent to the Effective Date and
thereafter, on or before each and every anniversary date ofthis 1996 LEASE AIYD LICENSING
AGREEMENT, and shall be the sum of Twenty-Seven Thousand and 00/100 ($27,000.00) U.S.
Dollars ('service Fee') which sum shall be adjusted every fifth (5th) anniversary date by an amount
equal to the increase in the Consumer Price Index (CPI Wage Earners and Clerical Workers -
Mami/Fort Iauderdale Area (1982-1984=100) from the anniversary date hereof to the anniversary
date in question.
8. Additional Rent In addition to the Rent set forth in Paragraph 7 above, the
Regents shall caus€ Florida Atlantic University C'FAtl') to provide technical consulting services to
the City ofDania equal to the sm ofThirty Thousand and 00/100 ($30,000.00) Dollars per year for
a period of ten (10) yqrs cotnmencing on the Effective Date of this 1996 LEASE ANI)
LEASE AIID LICENSING AGRDEMENT
Erccullon Copy/Fcbm.ry 16, 1996
j:\rrtpiv..rcdr3.drrn
Prge 8
ln connection v/ith the use ofthe Prernises by the Regents during the term ofthe 1995 LEASE ANI)
LICENSING AGREEMENT, the Ciry of Dania" Florida agrees that the municipal zoning
ordinances ofthe City ofDuria and any land use plan, including but not limited to any land use plan
or similar plan adopted pursuant to the Local Government Comprehensive Plaruring and Land
Development Regulation Act (Part II of Florida Statute Chapter 163 and any and all amendments
thereto) of the City ofDania Florida permit and allow each and every use authorized by this 1995
LEASE AND LICENSING AGREEMENT or that as soon as reasonably possible it will enact the
qpe ofzoning or grant an exceptional permit, variance permit, nonconforming use permit or special
eiception use permit as required as a prerequisite to the operation of any of said permitted uses,
prorid.d, however, the City ofDania shall require reasonable conditions for the construction ofa
fueling facility to protect the environment, the public, students, real and personal property, by
requiring necessary safeguards to prevent unreasonable and adverse exposure from such facility.
Regents and the City ofDania acknowledge and a$ee that a special exception pursuant to the Code
ofOrdinances ofthe City ofDania to permit the use of the Premises for an educational use ("Special
Exception") is required in order for the Regents to make use ofthe Premises as contemplated herein.
In thi event any ancillary or related use or contemplated improvement requires the approval of any
other governmantal entity, therL in that event, the City ofDania, Florida, and in the event the City of
Dania, Florida is not then the Landlord pursuant to this 1996 LEASE AND LICENSING
AGREEMENT, theLandlord pursuant to this 1996 LEASE AND LICENSING AGREEMENT
shall assist and cooperate with the Regents relative to any such required approvals.
(d) Anything contained herein to the contrary notwithstanding, in no event whatsoever
shall the Premises be used by any person in any manner whatsoever to engage in gambling, ofany
kind or nature whatsoever. Prior to December 31, 2012, this provision shall not be modified, altered,
and/or amended in any manner whatsoever without the express written consent ofboth the City of
Dania and The Aragon Group, Inc., a Florida corporatiorl in their sole and absolute discretion and
after December 31, 2Ol2 without the prior written consent of the City of Dania, in its sole and
absolute discretion.
LICENSING AGREEMENT which shall be deemed Additional Rent. The technical consulting
services shall be provided by the FAU's College of Urban and Public Affairs (including the
Departments of Uiban and Rigional Planning and Public Administration) and the FAU/FIU Joint
Center for Urban and Environmental Problems and the Center for Urban Redevelopment and
Empowerment. Technical and consulting services may include, but shall not be limited to, the
following subject matter areas: comprehensive planning, economic development studies and
assistanci, urban and regional planning, employee training, intemships, both at undergraduate and
graduate ievels, design assistance, site plan assistance, public surveys, demographic research and
lant writing. The Additional Rent obligation set forth herein shall be pursuant to and in accordance
i;*, tn" rt-arrd terms and conditions then in effect and utilized by FAU relative to similar requests
for services from Florida municipal corporations and as more particularly described in the letter from
Carla Coleman to the City Manuger of the City of Dania, Florida" a Florida municipal corporation,
dated February 5, 1995, a copy of-which is attached hereto as Exhibit "X'. It is acknowledged that
such standard terms and .onditionr may require the City of Dania to pay for any and all actual out
ofpocket costs, fees, and/or expenses incurred by FAU incident to such consulting services Each
l-eal year shall be an independent accounting period relative to this Additional Rent obligatioq such
tlnt tle City ofDania wili be obligated to pay and shall pay for any consulting services requested of
and received from FAU in excess of Thirty Thousand and 00/100 ($30,000.00) Dollars in any lease
year. In the event the value of the consulting services provided in any lease year is not equal to or
greater than fhirty Thousand and 00/100 ($30,000.00) Dollars, theq in that event, any unrequested
ind/ or unprovided portion of said Thirty Thousand and 00/100 ($30,000.00) Dollars Additional Rent
shall be carried forward and/or allocated to any future lease year. For the purposes of this Paragraph
8, a lease year shall be that period of time from the Effective Date hereofor the anniversary date of
the Effective Date hereof to that date one day prior to the anniversary date of the Effective Date of
this 1996 LEASE AND LICENSING AGREEMENT'
9. Marina Use and Operatine License.
(a) Arason License Area. Anything contained herein to the- contrary
notwithstanding commencing with the term of this 1995 LEASE AND LICENSING
AGREEMEMr and ending on December 31, 2012 ("61*on license Area Term"), the Regents shall
provide to The Aragon Group, Inc., a Florida corporation ('Aragon"), and/or any party desigrated
fy AragorL the sole and exclusive right to use and occupy those marina slips, the parking are4 and
the offi'ce iacility outlined and identified on the site plan of the Premises attached hereto as Exhibit
',y,' (hereinafter iefened to as the 'Aragon License Area'). The right of fuagon to use and enjoy the
Aragon License Area shall be free ofany charge except utilities which shall be independently metered
anaiAa for Uy eragorl og if it is not possible to independently meter any such portion of the Aragon
License erei tfreq any such service shall be provided by the Regents at the actud cost of srch
utilities to the Regents and paid for by Aragon. Except as specffically provided herei4 any party
orercising the righito the use and enjoyment ofthe Aragon License Area shall comply with and abide
by all reasonable rules and regulations relative to the use thereofl Aragon shall have the right to
conduct a commercial marina operation in and upon the Aragon License Area and Aragon, in the sole
IJASE AND LICENSING AGREEMENT
Erecution Copy/FebruerY l6' 1996
j:\.'rton\i.!r.dl.3.&ai
Pegc 9
and absolute discretion of Aragon, may conduct a commercial marina operation in and upon the
Aragon License Area wherein the subject marina slips are rented to members ofthe public pursuant
to aird in accordance with any fee or rental schedule determined by Aragon in its sole and absolute
discretion and goods and services permined in the Aragon License Area during the Aragon License
Area Term pursrant to Paragraph 6 ofthis 1996 LEASE AND LICENSING AGREEMENT shall
be availabli. Aragon shall make no use of the Aragon License Area other than as a commercial
marina for service to the general public. In any and all events Aragon shall make no use of the
Aragon License Area which is in material conflict with the educational use of the remaining portion
oftf,e premises by the Regents. The Aragon Licerse Area shall at all times be maintained by Aragon
in good, serviceable, neat, clean, and presentable condition consistent with the standards ofthe
malna inaustry in Florida. In regard to the Aragon License Are4 Aragon shall have all ofthe rights
and benefits irovided to and for the Regents pursuant to this 1996 LEASE AND LICENSING
AGREEMENT, including, but not limited to, the terms and conditions of Paragraph 5 captioned
"Rioarian Riqhts." Paragraph 6 captioned "use," Paragraph 1 I captioned "utilities." Paragraph
za ."pti"".a "p&irc4 !gl!rh," and Paragraph 26 captioned "Easements," and Aragon shall have
the right to assigr aI ofits right, title, and interest in and to the within agreement as collaterd, to any
typ" -of lende. ior the purposes of securing a loan or loans for improvements or operations of the
marina. Aragog in thi uie and enjoyment of the Aragon License Area, shall comply with all valid
govemmental-regulations, statutes, o.din-."r, rules and directives of the federal, state, county, and
i1rrnicip"l goue.irnents having jurisdiction over the Aragon License Area and/or any activity and/or
busineis b-eing conducted therlon. Anything contained herein to the contrary notwithstanding the
provisions offtis paragraph 9 shall continue in full force and effect during the Aragon License Area
i"rrn ". originally coniemptated herein and the early termination of the 1995 LEASE AND
IJCENSE A-GREEMENT for any reason whatsoever shall have no effect on the rights and benefits
of Aragon pursuant to this 1996 LEASE AND LICENSE AGRXEMENT. The rights and benefits
of er-agon as set forth herein shall be deemed the only remaining rights and benefits of Aragon
prrrruni to the l98l Lease and License Agreement. Notice is hereby expressly given to any party
contracting with Aragog The Aragon Group, Inc., a Florida corporation, its successors or assigns,
puruant ti florida Statutes Chapter 713 that said third party shall not be entitled to file any type of
thim oflien for any constructiorL improvement upon any non-governmental interest claimed by The
Aragon Group, Ini., a Florida corporation, its sgccessors or assigns, pursuant to the Marina Use and
OpJ.ating 1-iccnse or any other provision ofthis Agreement. Notwithstanding anything herein to the
rontr"ryl Aragon's license and property rights shall be subject to ad valorem taxes if applicable
pursuant to Florida law in effect at such time.
O) Right of First Refusal. In the event Aragon at any time or times during
the term of this 1995 LEASE AND LICENSING AGREEMENT desires to sell, transfer, set over,
and/or assign for consideration the use ofthe Aragon License Area, Aragon shall give notice thereof
to the City ofDania ('T.Iotice Recipient"), which notice shall sitate that Aragon desires to assign the
Aragon License Area and stull further state the desired effective date of any assignment, as the case
may be (which effective date shall in no event be earlier than Nnety (90) days following the giving
of such notice) ('fught of First Refusal Notice").
Lf,,ASE AIID LICENSING AGRXEMENT
Erecution Copy/Fcbruary 16, 1996
j:\.ragonha&.il.d".n
P&g€ 10
LEASE AIID LICENSING AGRDEMENT
Erecutlon Copy/Feb ruary 16, 1996
j:\rragoo\.{rch3.drln
Prgc ll
In addition to the items specified above, any Right of First Refusal Notice to Notice Recipient
shall state the name and address ofthe proposed assignee, contain the pertinent terms and conditions
of srch proposed assignment ofthe Aragon License Area, and enclose therein a copy ofthe executed
offer for said assignment of the Aragon License Area. Such Right of First Refusal Notice shall be
deemed an offer from Aragon to the Notice Recipient whereby Notice Recipient may, at its optiorq
become the assignee on the terms and conditions stated in such Right of First Refusal Notice. Said
option shall be exercised by Notice Recipient by written notice to Aragon at any time within Sixty
(60) days after such Right of First Refusal Notice has been given by Aragon to Notice Recipient
(.Right of First Refusal Review Period"); and during zuch Right of First Refusal Review Period,
Aragon shall not assign this Aragon License fuea to any person whatsoever.
If Notice Recipient exercises its option to accept the offer s€t forth in the Right of First
Refusal Notice, then, in that event, Notice Recipient shall notify Aragon. Notice Recipient's
acceptance of the offer set forth in the Right of First Refusal Notice must be delivered to Aragon
during the Right ofFirst Refusal Review Period. IfNotice Recipient has elected to accept the offer
set forth in the Right of First Refusal Notice, then, in that event, Notice Recipient shall execute a
contract and/or agreement to assign and/or sublet all or substantially all ofthe Aragon License Area
and shall consummate such contract and/or agreement, on the same terms and conditions as those
contained in the Right of First Refusal Notice.
In the event Aragon has provided the Notice Recipient the Right of First Refusal Notice as
above providd Aragon may consummate any srch assignment of the Aragon License Area pursuant
to the terms and conditions set forth in the Right of First Refusal Notice, within a period of One
Hundred Eighty days (180) srbsequent to the el(pimtion of the Right of First Refusal Review Period,
unless, within the Right of First Refusal Review Period, Notice Recipient has notified Aragon of
Notice Recipient's election to accept the offer set forth in the fught of First Refusal Notice. In the
event Notice Recipient has not elected to exercise its optiorq Aragon shall not assign the Aragon
License Area to any party other than the party designated to Notice Recipient in the Right ofFirst
Refusal Notice or the Regents pursuant to the Regents' Second Right ofRefusal set forth below or
pursuant to,rny terms and conditions that materially vary from those contained in the Right ofFirst
Refusal Notice without again providing to Notice Recipient the fught of First Refusal Notice and
complying with the procedure relative thereto set forth herein.
(c) Second Risht of Refusal. Any Right of First Refusal Notice required to
be delivered herein shall simultaneously be delivered to the Regents (.'Regents Notice"). Such
Regents Notice shall be deemed an offer from Aragon to the Regents whereby the Regents may, at
its optioq become the assignee on the terms and conditions stated in such Regents Notice subject to
the prior and zuperior rights of the Notice Recipient ("Regents Offe/). In the event the Notice
Recipient has not elected to accept the offer set forth in the Right of First Refusal Notice, therL
Aragon shall advise the Regents that the Notice Recipient did not elect to accept the offer set forth
in the Nght of First Refusal Notice within Three (3) business days zubsequent to the expiation of
the Right of First Refusal Review Period (Nonelection Notice"). Thereafter, the Regents may
exercise its option to ac.ept the Regents Offer by written notice to Aragon at any time within Three
(3) days after srch Nonelection Notice has been given by Aragon to the Regents ("Regents Review
Period"); and during the Regents Review Period, Aragon shall not assigrr the Aragon License Area
to any person whatsoever. If the Regents exercises its option to accept the Regents Offeq theq in
that event, the Regents shall notifr Aragon ofthe Regent's accePtance of the Regents Offer which
must be delivered to Aragon during the Regents Review Period. Ifthe Regents has elected to accept
the Regents Offer, therU in that even! the R€ents shall o(ecute a contract and/or agreement to assign
the Aragon License Area not later than Seven (7) days subsequent to the expiration ofthe Regents
Review Period and shall consumnate such contract and/or agreement on the same terms and
conditions as those contained in the Regents Notice.
In the event Aragon has provided the Regents the Regents Notice and Nonelection Notice
as providd Aragon may consrmmate any such assignment the Aragon License Area pursuant to the
terms and conditions set forth in the Regents Notice, within a period of One Hundred Eighty (180)
days subsequent to the expiration of the Right of First Refusal Review Period, unless within the
Regents Review Period, the Regents has notified Aragon of the Regent's election to accept the
Regents Offer. In the went the Regents has not elected to exercise its optioq Aragon shall not assign
the Aragon License Area to any party other than the party designated to the Regents in the Regents
Notice or pursuant to any terms and conditions that materially vary from those contained in the
Regents Notice without again providing to the Regents the Regents Notice and complying with the
procedure relative thereto set forth herein.
(d) Arything contahed herein to the contrary notwithstanding, any sale, transfer
or assignment of the Aragon License Area shall be subject to the express written consent and
approval ofthe Regents which consent and approval shall not be unreasonably wittrheld.
(e) Aragon shall provide at its sole expense continuous Marina Owners Legal
Liability Insrrance coverage with minimum limits of $500,000.00 for personal injuries involving one
persorL $1,000,000.00 for personal injuries resulting from any one accident and $100,000.00 for
property damage. The inzurance coverage required shall include those classifications as listed in
standard liability manual, which most nearly reflect the Marina operations of Aragon. All insurance
policies required above shall be issued by companies authorized to do business under the laws ofthe
State of Florida and reasonably acceptable to Regents and Dania. Aragon shall furnish certificates
of insurance to the Regents and Dania on or before the first day ofthe Initial Term of this 1995
LEASE AIID LICENSING AGREEMENT and policies within 60 days thereof which shall clearly
indicate tlat Aragon has obtained insrrancc in the type, amount and classifications required for strict
compliance with this 1995 LEASE AND LICENSING AGREEMENT. No material change or
cancellation of the insurance shall be effective without Thirty (30) days prior written notice to the
Regents and Dania Said policies of insurance shall specifically declare the Regents and Dania as an
additional named ins"red. Renewal certificates or appropriate riders shall be furnished to the Regents
and Dania from time to time during the Aragon License Area Term such as will demonstrate
continuous coverage during the term hereof
(0 Aragoq at its expense, shall purchase and keep in full force and effect during
the entire Aragon License Area Tenn, fire and extended coverage insurance on any improvements
I,.EASE A.ITD IJCENSING AGREEMENT
Erccutbtr Copy/Fcbnrery 16' 1996
j:h.r8qlk dldA.dr.n
Page 12
constructed on the Aragon License Area as well as on all fumiture, fumishing, fixtures and equipment
situate thereon and including all replacements thereofin amounts equal to eighty percent (80%) of
insurable value. Said poticies and certificates of insurance thereon shall be furnished to the Regents
and Dania from time to time so as to demonstrate continuous coverage during the term of this
agreement. Said policies shall be written for the benefit ofthe Regents, Dania, and Aragon.
(h) If it should prove impossible or impractical for Aragon to obtain insurance
coverage as required by Sections 9(e) and 9(! above, either because no reputable insurance company
will inzure the risk in whole or in part, or the premiums for such insurance increase more than one
hundred (1007o) percent over the prior year, theq in such event, Aragon may establish a self-
insurance fund, the terms of which will reflect the required insurance coverage and shall be subject
to the Regents' and Dania's reasonable approval.
(D In the event ofdestruction ofor damage to any ofthe Aragon License Area
property covered by insurance, the funds payable in pursuance of said insurance policies shall be
deposited in a commercial bank located in Dania" Florid4 selected by Regents and Dania, as a trust
fund, and said funds shall be used for the purpose of reconstruction or repair as the case may be of
any of the buildings, improvements or personal property so damaged or destroyed; however, such
reconstruction shall not be necessary if destruction occurs within the last year ofthe Aragon License
Area Term in which event said funds shall be used to remove the remaining improvements so that
lands will be left clear and free of debris. All remaining funds shall be paid jointly to the Regents and
the City of Dania to be employed for the reconstruction of similar improvements.
(k) Failure of Aragon to promptly comply with the terms hereof herein shall
consitute a default, and the Regents and/or Dania may at their option terminate this Aragon License
Area after Sixty (60) days notice in writing unless the default be cured within the notice period, or
in the went srch default cannot be cured within such period of time, unless Aragon shall commence
to cure same within such period of time and thereafter prosecute the work incident thereto with
LEASE ATID LICENSING AGREEMENT
Erccutbn Copy/Febnrary 15, 1996j:Ung6h..L.h3.&d
Prgc 13
(g) In the event ofdesrucion ofor damage to the Premises covered by insurance,
the funds payable purs'uant to said insurance policies shall be used for the purpose of reconstruction
or repair as the case may be of any ofthe buildings, improvements or personal property so damaged
or destroyed.
0 No responsibility shall rest upon the Regents and/or Dania by reason ofthe
condition ofthe Aragon License Area nor the equipment and structures to be located thereon nor
shall the Regents and/or Dania be liable to Aragon or any of its patrons, customers, agents, servants
or employees by reason of the condition of Aragon License fuea or any improvements, equipment
or personal property situate thereon. Aragon shall indemni$ and hold harnrless the Regents and
Dania agins all liability and expenses, including alljudgments, court costs, investigative expenses,
attorneys'fees and other charges arising from injuries to persons or any ofits patrons, customers,
agents! servants or employees on the Aragon License Area not caused by the Regent's and,/or Dania's
negligence or willful acts or arising from property damage during the term of said agreement not
caused by the Regent's and/or Dania's negligence or willful acts or in any manner arising from the
sole negligence ofthe Aragon.
diligence to conclusion. Additionally, the happening of any of the following events shall constitute
a default by Aragon and should they occur, this Aragon License Area shall automatically terminate
upon the filing by Tenant of bankruptcy proceedings, plan of arrangement, reorganizatio4
composition agreernent or any other proceeding under the Bankruptcy Act or other available statutes
and Aragon cannot secure a discharge therefrom within Thirty (30) days. Anything contained herein
to the contrary notwithstanding. the early termination ofthe Aragon Lease Area shall have no effect
whatsoever on the rights, duties, obligations, and benefits of the Regents pursuant to this 1996
LEASE AND LICENSE AGREEMENT.
(m) Ifat any time during the first fourteen (14) years ofthe seventeen (17) year
term ofthe Aragon License Area Term as set forth in this Paragraph 9, Aragoq either by agreement
with the Regentq or eviction or cancellation ofthe Aragon License Area by court order, the City of
Dania shall be entitled to succeed at its option to the balance of the seventeen (I7) year Aragon
License Area Term provided for herein. The City of Dania shall have only the financiat and
performance requirements previously required of Aragon under its License with the Regents.
Anything contained herein to the contrary notwithstandhg this Paragraph 9(m) does not apply to any
sale, transfer, and/or assignment for consideration by Aragon olthe use ofthe Aragon License Area
which is governed by Paragraph 9(b), 9(c), and 9(d) of this 1996 LEASE AND LICENSING
AGREEMENT.
(n) This Paragraph 9 shall not be modified, altered and/or amended without the
express written consent of Aragoq in its sole and absolute discretion.
10. Fuelins Facility The Ciry of Dania and the Regents recogrize and acknowledge
that the operation of a fueling facility on the Premises wherein marine fuel is available for purchase
by members ofthe public conducting boating activities, will be of great benefit to the City ofDania
and its citizers. The Regents may at the election of the Regents during the term hereof operate and
maintain or cause to be oper:ated and maintained a fueling facility on the Premises which shall provide
and make available for purchase by the general public fuel for the use and operation ofboats and
vessels. The Regents may zublease portions ofthe Premises to subtenants which subtenants may
maintain and operate the fueling facility described herein subject only to the reasonable approval by
the City ofDania relative to the location and construction ofsrch fueling facility and all requirements
of Paragraph 6 of this 1996 LEASE AND LICENSING AGREEMENT.
LEASE AND LICENSING AGREEMENT
Erccution Copy/Februery 16, 1996
j:hrr8onu.dldA.&tn
Pegc 14
O At the expiration of the Aragon License Area Term and/or any early
termination thereof pursuant to Paragraph 9(k) of this 1995 LEASE AND LICENSING
AGREEMENT, anything contained herein to the contrary notwithstanding, in the event the floating
docks identified on Exhibit "Y" attached hereto are in place at the expiration date of the Aragon
License Area Ternr, therl Aragon shall not remove and shall leave in place such floating docks which
thereafter the City ofDania shall be the record title holder and have title to such floating docks which
shall then constitute personal property leased to the Regents pursuant to the terms hereof
Notrvithstanding anything herein to the contrary, Aragon may not remove the floating docks in the
Argon License Area without the written consent ofthe City and the Regents which approval shall not
be unreasonably withheld.
I l Utilities. The City of Dania and the Regents agree that the most feasible way of
fumishing water and sanitary sewer services to the Premises that may be determined to be through
cornections to the lines of the City of Hollywood. While the Regents shall always have the expense
of paying for the cost ofany construction and extensions ofany t5rpe of water and sanitary sewer
lines, the City of Dania shall always cooperate with the Regents in such construction and shall grant
reasonable easernents over its remaining lands at Dania Beach (to accommodate the location of any
required water and sanitary sewer facilities) regardless ofwhether water and sanitary sewer service
is obtained from the City of Hollywood or by an extension of water and sanitary sewer lines from the
main part of Dania. If it becomes necessary to enter into any type of agreement with the City of
Hollywood regarding the furnishing of water and sanitary sewer service to the Premises, the City of
Dania shall always join in the execution of srch agreements (if required by City of Hollywood) subjea
to the limitation that the Regents shall always have the primary responsibility of paying all charges
and expenses incurred as a result of any such agreement with the City of Hollywood. Anything
contained herein to the contrary notwithstanding, in the event water and sanitary sewer services are
provided at the request of Aragon and/or to service the Aragon License Area, theq the cost of any
construction and extension ofany such water and sanitary sewer lines shall be the responsibility of
Aragon and shall be paid for by Aragon.
t2.Maintenance Ooeration The Premises, all improvements, both exterior
and interior, and equipment located thereon, shall at all times be maintained in good, serviceable, neat,
clean and presentable condition, all at the expense ofthe Regentg it being an express condition of this
agreement that the same be kept in an attractive manner at all times.
13. Insurance.
(a) The Regants shall enroll the Premises except the Aragon License Area during
the Aragon License Area Term in the Florida Fire Trust Fund for the full value of the buildings and
their contents, including but not limited to, all furniture, fumishings, fixtures and equipment. The
Regents shall fumish a copy of the certificate of enrollment to the City of Dania and shall keep the
Premises enrolled during the term ofthis Agreement.
In the event of destruction of or damage to the Premises, the funds payable
to the Regents from the Florida Fire Trust Fund shall be used by the Regents for the purpose of
reconstruction or repairs, as the case may be, to any of the buildings, improvements or personal
property so damaged or destroyed; however, reconstruction shall not be required if destruction
occun within the last year ofthe term ofthis Agreernent (or any renewal thereof), in which event said
funds shall be used to remove the remaining improvements from the land so as to leave it clear and
free of debris. All remaining funds shall be paid to the City ofDania.
(b) Sovereiqn Immunitv and Insurancs Notwithstanding anything herein to
the contrary, the Board ofRegents ofthe State University System ofFlorida, and the City ofDani4
a Florida municipal mrporatiorl agree that the provisions ofFlorida Statutes Section 768.28 (notably
Section (18) thereof) are hereby incorporated herein and any provision in this 1995 LEASE AND
LICENSING AGREEMENT contrary thereto is hereby agreed to be void and of no force and
effect.
Pegc 15LEASE AJ\D LICENSING AGREEMENT
Erecution Copy/Fcbruery 16, 1996
j:\rr.tohcdodS.din
14. Indemnification of Citv. No responsibility slnll rest upon the City of Dania and
the Board of Regents ofthe State University System of Florida by reason ofthe condition ofthe
Aragon License Area dwing the Aragon Licence Area Term nor the equipment and structures to be
located thereon nor shall the City ofDania nor the Board ofRegents ofthe State University System
ofFlorida be liable to The Aragon Group, Inc., a Florida corporatiorL and its successors and assigns,
or any of its patrons, customers, agents, servants or employees by reason ofthe condition ofthe
Aragon License Area or any improvements, equipment or personal property situate thereon during
the Aragon License Area Term. The Aragon Group, Inc., a Florida corporation, and its successors
and assigns, shall indemni$ and hold harnrless the City ofDania and the Board of Regents ofthe
State University System ofFlorida against all liability and expenses, including all judgnrents, court
costs, investigative expenses, attorneys' fees and other charges arising from injuries to the persons
or any of its patrons, customers, agents, servants or employees on the Aragon License Area during
the Aragon License Area Term not caused by the City of Dania s and the Board ofRegents ofthe
State University System ofFlorida's negligence or willfirl acts or arising from property damage during
the Aragon License Area Term not caused by the City ofDania's or the Board of Regents ofthe State
University System of Florida's negligence or wiltful acts or in any manner arising from the sole
negligence ofThe Aragon Group, Inc., a Florida corporation, and its successors and assigns.
15. Assisnmenl The Regents shall not assign its interest in this 1996 LEASE AND
IJCENSING AGREEMEI{T \./ithout the consent of the City of Dania. Further, the Regents may
sublease portions ofthe Aragon License Area subsequent to the expiration ofthe Aragon License
Area Term after obtaining the consent of the City of Dania. Further, the Regents may grant incidental
or miscellaneous concession rights (excluding restaurant, marina enlargement, and fueling facilities)
if said concessions will not constitute competition by offering the same goods, products and other
sewices as other concessionaires, lessees or independent contractors ofthe City ofDania on any of
their adjoining beach acreage or properties between the Intracoastal Waterway and the Atlantic
OcearL without first obtaining the consent ofthe City ofDania. Any review, consent, and/or approval
required purzuant to this Paragraph 15 shall employ the standard of "reasonableness" relative to any
such review, comment, and/or approval.
16. Use and Eniovmenl The Regents and Aragorl in the use and enjoyment of the
Premises, shall comply with all governmental regulations, statutes, ordinances, rules and directives
ofthe federal, state, county and municipal governments which have jurisdiction over (i) the leased
and licensed premises and (ii) the business or activities being conducted thereon.
17. Default Failure ofRegents to promptly make all payments or rentals, charges
and fees required to be paid herein shall constitute a default" and the City ofDania may at its option
terminate this 1995 LEASE AND LICENSING AGREEMENT after Thirty (30) days notice in
writing unless the defiult be cured within the notice period. Failure of Regents to comply with any
other covenants ofthis f996 LEASE AND IJCTNSING AGREEMENT shall constitute a default,
and the city of Dania may at its option terminate this 1996 LEASE AI\D LICENSING
AGREEMEIYT afrer Siry (60) days notice in writing, unless the default bc cured within the noticc
perio4 or in the errent such default cannot be cured within zuch period of time, unless Regents shall
commence to cure same within such period of time and thereafter prosecute the work incident
LEASE AND LICENSING AGREEMENT
Exccutlon CopylFebrurry 16' 1996
j:kr€eoh..lr.b3.d.rn
Pege 16
thereto uninterrupted and with diligence to conclusion. Additionally, the happening of any ofthe
following wents strall constitute a default by Regents and should they occur, this f 996 LEASE AND
LICENSING AGREEMENT shall automatically terminate: (a) abandonment of the Premises or
discontinuation of operation (other than discontinuation of operations involving normal hours of
closing seasonal closings or resrlting from the necessity to repair or rebuild), or (b) filing by Regents
ofbankuptcy proceedings, plan ofarrangemen! rmrganization, composition agreement or any other
proceeding under the Bankruptcy Act or other available statues and Regents cannot s€cure a
discharge therefrom with Thirty (30) days.
18. Entn on to the Premises. The City of Dania or any of its authorized agents or
employees shall have the right to enter upon the Premises during reasonable hours to inspect same
for any reason or in order to make inquiry with respect to or asc€rtain whether the Regents and/or
Aragon are complying with the terms of this 1996 LEASE AND LICENSING AGREEMENT.
In exercising its right to inspect as provided for herein, the City of Dania agrees that such right of
inspection shall be conducted so as not to interfere with the Regents and/or Aragon's occupancy of
the Premises or any business being conducted by the Regents and/or Aragon thereon.
19. Rishts are Cumulativc The rights of the parties hereunder shall be cumulative
and shall be in addition to rights as otherwise provided by the statutes of the State of Florida. Failure
on the part of any party to exercise promptly any rights afforded it by said laws shall not operate to
forfeit such rights.
20. Successors and Assiqns. This 1996 LEASE AND LICENSING
AGREEMENT shall be binding upon the parties hereto, their successors and assigns.
21. Surrender of the Premises. The Regents shall surrender up and deliver the Premises
to the City of Dania upon termination of this 1996 LEASE AND LICENSING AGREEMENT.
Provided it is not in default hereunder, the Regents shall have Sixty (60) days following the end of
the term of this 196 LEASE AllD LICENSING AGREEMENT, or any extension hereof, within
which to remove all of its personal property from the Premises and in such case the Regents agree
to restore the Premises to the condition that prevailed immediately prior to the removal of such
personal property as might otherwise be required by the terms ofthis agreement.
22. Time is of the Essence It is understood and agreed between the parties hereto
that time is ofthe essence ofthis agreement and this shall apply to all terms and conditions contained
herein.
23. Lcqal Disoutes. All legal problems arising out ofthe o<eantion ofthis agreement
and any action irwohing the enforcement or interpretation of any rights hereunder shall be governed
by the laws of the State of Florida. In the event that it should become necessary for either party to
enforce its rights under the terms of this 1996 LEASE AI{D LICENSING AGREEMENT by
resorting to cout actioq the prevailing party shall have the right to reimbursement for the costs and
expenses, including reasonable attorneys fees (to the extent permitted by law), from the party against
whom zuch rights are asserted.
LEASf, A}ID LICENSING AGREEMENT
Erccution Copy/Tebruery 16' 1996
j:hr.gonhcrr6i3.drrn
Prgc 17
24 Eminent Domain. Il at any time during the term of this 1996 LEASE AND
LICENSING AGREEMENT the legal title to the leased and licensed land or the improvements
located thereon or any portion thereofbe taken, appropriated, or condemned by reason of eminent
domain, there shall be such dMsion ofthe proceeds of award in such condemnation proceeding and
such abatement of rent and other adjustments made as shall be just and equitable under the
circumstances. Ifthe City of Dania and the Regents are unable to agree upon what dMsioq annual
abaternent ofrent or other adjustrnents are just and equitable within Sixry (60) days after such award
shall have been made, then the matters in dispute shall be by appropriate proceedings, submitted to
a court havingjurisdiction ofsrch matters and srch controversy for its decision and the determination
of zuch matters in dispute. If the legal title to the entire Premises be wholly taken by condemnation
proceedings, this f995 LEASE AltD LICENSING AGREEMENT shall be automatically canceled.
In genera[ it is the intent of this paragraph that upon condemnation the parties thereto shall share in
the award to the extent that their respective interests are destroyed, damaged or depreciated by the
exercise ofthe right of eminent domain.
25. Notices. AII notices required hereunder may be served personally, or at the
option ofthe giver may be served by registered or certified mail, return receipt requested, and such
notice shall be effective from the date of receipt.
Such notice to the Regents shall be:
Board of Regents
c/o Florida Atlantic UniversitY
Attention President
777 Glades Road
Boca RatorL Florida 33431
Such notice to the City of Dania
shall be:City of Dania
Dania City Hall
100 West Dania Beach Boulevard
Dania, Florida 33004
Such notice to Aragon shall be:President
The Aragon Group, Inc.
301 East Dania Beach Boulevard
Dania, Florida 33004
Any party may change its mailing address herein stipulated upon five (5) days written notice to the
other party.
26. Easements. The City of Dania agrees to give and grant unto the Regents all
required easements over, under and across lands owned by the City ofDania that are appropriately
and reasonably needed from time to time to provide utilities for use on the Premises and for access.
Such easements, if needed, will be granted at no additional cost to the Regents.
LEASE AND LICENSING AGREEMENT
Erccutlx Copy/fcbnnry 16' 1996
j:\rngpdh.d.dA.&.n
Pege lE
27 . FDOT Parkins Area,The FDOT Parking Area is described as follows:
See Addendum A attached hereto for the Deparunent ofTransportation parcel
124 (Pafl) for State Road Number A-l-d Project or Section Number 86030-
2175. Containing 0.806 acres, more or less.
The City of Dania shall use its best efforts throughout the term of this 1996 L,EASE ANI)
LICENSING AGREEMENT to acquire a leasehold or license interest in the FDOT Parking Area
from the Departmant of Transportatiorl State ofFlorid4 which will allow the City of Dania to license
or lease said parking area to the Regents. In the event the City ofDania is successful in acquiring a
leasehold or license interest in the FDOT Parking Area, the City of Dania will grant to the Regents
a similar leasehold or license interest in such FDOT Parking Area for the same consideration as paid
by the City of Dania. The City ofDania presently has a public purpose lease agreement for a term
beginning June 8, I 992, renewable for ten ( I 0) years for said parking area which requires said leased
land be used solely for the public purpose ofvehicular parking lot without charge or parking meters;
and further prohibits subletting ofthe leased property or any part thereofor assignment ofthe lease
without the prior written consent ofthe Florida Department of Transportation.
28. 1996 LEASE AND LICENSING AGREEMENT Aoproval. This 1996
LEASE AND LIcENSINGdor,,iEff."lliffi"""lil"c,J:?o".iT,'""Jfl
"";:dav of t996.
29. The Effective Date ("Effective Date") of this 1995 LEASE AND LICENSING
AGREEMENT shall be the later of the date the Board of Regents of the State University System
of Florida approves and executes or authorizes the execution of this 1995 LEASE AND
LICENSING AGREEMENT ("Regents Approval") and/or that date Dania grants the Special
Exception and the expiration ofthe period, ifany, during which the granting ofthe Special Exception
shall be zubject to appeal by third parties with no such appeal having been filed, or iffiled, has been
dismissed by a court of final jurisdiction ("Special Exception Approval"). In the event the Regent's
Approval and the Special Exception Approval are not obtained on or before May 31, 1996 such that
the Effective Date of this 1996 IJASE AI{D LICENSING AGREEMEI\ilT is not on or before May
31, 1996, then this 1996 LEASE AI\D LICENSING AGREEMENT shall be null and void ab initio
and ofno further force and effect whatsoever and no party hereto shall have any liability hereunder
whatsoever.
IN WrINESS WEEREOF, the CITY OF DANIA a Florida municipal corporatiorl has
caused this 1996 LEASE AltD IICEI\SING AGREEMENT to be executed in its corporate name
by William Hydg its Mayor-Commissioner, and by Mike Smith , its City Manager, and has further
caused fu corporate seal to be affixed, attested by . its undersigned
City Clerk - Auditor, on this
-
day of . 1996.
LEASE AND LICf,,NSING AGREEMENT
Erccution CopylFcbntery 15' 1996
j;hrags\r.d.da.&.ft
Page 19
IN WTINESS WHr:REOF, the BO
SYSTEM OF FLORIDA have caused this
be executed in its corporate name by
ARD OF REGENTS OF THE STATE UNIVERSITY
1996 LEASE AND LICENSING AGREEMENT to
Charles B. Reed, Chancellor, on this_ day of1996.
Sigrred, sealed and delivered
in the presence of:
Signed, sealed and delivered
in the presence of:
I,EASE ATYD LICENSING AGREEMENT
Exccution Copy/Fcbnrery 16, 1995j:b.Sch.d..i3.&.n
CITY OF DANIA a Florida Municipal
Corporation
By:
WILLIAM ffYDE, Mayor-Commissioner
By:
MIKE SMITI! City Manager
THE BOARD OF REGENTS OF THE
STATE UNIVERSITY SYSTEM OF FLORIDA
By
Charles B. Reed, Chancellor
Attest
Pege 20
CONSENT AIID ACCEPTANCE OF 1996 LEASE AND LICENSING AGREEMENT
IN WTINESS WEEREOF, The Aragon Group, Inc., a Florida mrporatio& hereby consents
to and agrees to comply within the terms and conditions of this 1995 LEASE AND LICENSING
AGREEMENT this _ day of 1996.
Signed, sealed and delivered
in the presence of:
The Aragon Group, Inc-, a Florida corporation
By:
Stephen F. Snyder, President
Printed Name
Printed Name
LEASE A}'D LICENSING AGREEMENT
Erecution Copy/Feb ruery 16, 1996j:hq6\r..t .Lf .&.n
Pege 2t
STATE OF FLORIDA:
COUNTY OF BROWARD:
The foregoing instrument was acknowledged before me this _ day of
1996, by William Hyde, as Mayor-Commissioner, Mike SmittL as City Manager, and ___-=-.
as City Clerk Auditor of CITY OF DANIAT a Florida municipal corporatiorl on behalf of said
corporation who:
Notary Public
My Commission Expires:
Printed Name of Notary
Notary Commission No.
STATE OF FLORIDA
COI'NTY OF LEON
The foregoing instrument was acknowledged before me this _ day of
1996, by Charles B. Reed, Chancellor for the Board ofRegents ofthe State University System of
Florid4 on behalf of said Board ofRegents ofthe State University System ofFlorid4 who:
tr he is personally known to me, [or]
tr has produced as identffication.
Notary Public
My Commission Expires:
Printed Name ofNotary
Notary Commission No.
LEASE AITD LICENSING AGREEMENT
Erccutbn Copy/Fcbruery 16, 1996
j:\rntart {.dA.&ln
Prge22
E he is personally known to me, [or]
tr has produced as identification.
STATE OF FLORIDA
COUNTY OF BROWARD
The foregoing
corporation who:
instrument was acknowledged before me this _ day of
1996 by Stephen F. Snyder, President of The Aragon Group, Inc., a Florida
O he is personally known to me, [or]
O has produced as identification.
Notary Public
My Commission Expires:
Printed Name of Notary
Notary Commission No.
LEASE AIID LICENSING AGREEMENT
Erecutlon Copy/Febmrry 16, 1996
j:\rrrSo.kc.Lctrt.&.n
Pege 23
EXEIBIT.I"
to the
1996 LEASE AIYD LEAqING AGREEMEIYT
Ail rights of6e Statc ofFlorida in and to the righrs of way arcas vacated by the City
(b) The rights ofury and all parties rdativ-e-to the overpass constructed as part ofNonh
occan Ddve which passes oro *J abJvc the EastAtrfest riraterway which is.irnruediatcly Noah of
Block 203 and which connects I tacoastat Waterway and New River Sound'
G) Tho Decd restricdon concerning the pmperty acquired from Home Seekers
Realty,Company and thc City Hollywood ia 1927'
(d)Allofthcrig}rt,tidelrdintefestofth€stateofFloridainarrdtoSouthl/2ofthatpart
of Fi{ty-'frrst Street (formerly Cambridge Street) which was vlcated by City of Dania'
(e) Ary urd all oil and mineral reserv-ations existing on the strbject property
(a)
of Dania.
ABA(-i('l{\I-EA5E['xI
a2/!4,/96 )Q 1a- -t*
G
,I'
UNIVEHEI'Y FELANONE
t4o7l 367:3O2O
Dear Mike:
lvtr. Michael Sddth
City Manager
Citv of Dania
100 West Beach Blvd'
Dania, Elorlda 33004
-
Pr. Iotn DeGrove
Mr. DonHirll
October 6, 1995
SincerelY,
Carla'Coieman
Vice President
Fuo Rroa Aruarurlc ! U rvLvFE=r#
, P'O' BOX 3O€1
BOCA FATON, FLOFlloa 33431-OgE r
Per our conversatior; attached' is a pro'posed' scope of services for the contract
between FAu and 'ht ci#il:;:Uti t';;il$o"i'*-otuttg with vou on a broad
range of citY issues'
I
I look forward'" TlHiffi H#?t fffi:":,?T::$*F:;:;
t?#:,BH'"##i:H'"ffiJ'{!":}}-::i1*":'*t'"Hfffi
rePgrtg for tlre Past rro Y
arurual rePolts.
ileaee do not h€sitate to contact me to dlscuss this i'rnportant project'
cc
.-*AE5 B'H}TJ
I
I
EXHIBIT
1:r{'"o'fr1Hi1i'$1"r1"?'"ili,;",?1T."l"i}"?ffi
turtrt'rcc
- ^rtiDativa acnon/Edual OPPor't ::itutioa
I
a2/L4/46
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1\i
Ptopoaed Scope of Ser-vlcee for }g{ee+ent -A"r""ei n6rida Auaidc Univenilty and th.e,clty of Dania
. ComDrehensive Planning
. Econ'osric Developmertt Studies and AsElstance
. Urbaa and Regional Plarming
' Emplovee Training: ili:#'itit;"th-;i undergraduate and graduate levels
. DesiEFt Assistance. Site Planning Assistatrce
o Public Surveys. DeBosaphic Research. Grant Writing
Fiorida Atlandc University agtees to provide in-kind qvicel-1^!3cribed
below to the City of Dania, 'udi'dattt ati.minjmum vhlued at S3O000 annually
fol ten yeals. spedEc ,"#.J, *u u" urutually negotiated between the city marEget
and a desiqnated university-i"pio""tuti"" on'an ai:nual Easla priot to the
"o*^.r.c#,*t of each calerrdar year'
Sernices may Include but not be linited to tire followinB areas:
Initial]y,theCollegeofUrbanandPrrbllcAffairs(indudingthedeparunents
of urban & Regional Ur"r*ii, *a rt ou. ea*ioirtration) and the ?AUIFILI Joint
center for urban a'd r"JI"i"ilIoii-r"ur"-r, "" *e, aathe center for urba.n
Redeveiopment ana empiwl;;;icuRE) Yitl !: the prindpal academic units
involved with tltis .o,,oti" e" G itft"tt of Architecture is established' its
resouaces maY also tre udlized'
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19Or s. qo NcRiss AvS
,NTR.ACOA91-AL
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wll AMS, HA TFIELD AND STONE INC.
EN CIN EERS . PLANNERS ' SURVEYOR>
WATERWAY ICANAL)
AOYNTON B= ACH FLCRT.:
SCALE:1"-loo'
SKETCH AND DESCRIPTION
SEAFAIR SITE, OANIA, FLORIDA
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LICENARC L
2c,5,
HEET I OF
A SURVE
f}ffi ff.i+;ft:ii#E'i}iiitr'#***"f ff 'lf#'i*:?ffi j*c6iltg? to 1i'ca "rra t*E'le}. .r.otY tr.c rLotro^
ARE BASED
gECtNNTNG.
coMMENCEM
UPON lHE SOU"H UNE OF BLOCK
SEN'r. THIS rS NOf
JAME S €. PARK
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EXHIBIT
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^16r vr,Llo UNLESS..ihEDo"E€&;BrH
suE\,tYOR'S SeaL
.SEAL
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CERTIFICATE
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NEW RIVER SoIrNo
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IoJEi",n ". sHow{ HEREoN
BEING s8726'J5-w
z. i.o.a. oENorEs PotNr oF
3. P.O.C. OENOTES PotNi oF
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cEF|naY
-IAMS,HATFIELD ANo sTONj. suRveYcFls
lNc.
BCYiTION 8EACH. F'-OFIC
scALr. 1--lOO
EN6INE=R S . PLANNEeS
'! 901 s' 'coNOR=Ss ,\VE,
SKETCH AND DESCRIPTION
SEAFAIR SITE, OANIA' FLORIDA
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AR A<N 7A
AR AG
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SHEET 2 OF 5
NOT A SURVEYTHIS IS
-, - ) .?. 9<.ea a=J =a4 tle
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t:Erl
1901 s- cONGRESS AVE.
Y'ILLJAMS, HATFIEI-D ANO STONER. INC.
E]rlGINEERS ERS . suRvE-roRs
DESCRIPTION
BOYNTON' BEACH. FLORIDA
e2 2 ) 't qa .etz ?aa =Lv
f
FAU PAECEL "A'
Block 2O33 and that porton ol Ocean Dtiv€ a9ll-nt to Block 2O3' ln HOLLYWOOO
6SNTB,AL6EAgn, at"o' iitts-; -trrl- ptat rrrerEot iecorded in Plat Book 4' Page 20' of th'
Public Records o' Bt"-Jd E;;"t'y] H"aoa-r-eqs-trat ooftion of ocean Drive adlac€nt
to Btod< 2o3 as shown ##;;1'Fl;;aa-iaoao oepltment right-ot-wav maP' secdon
ilo]'5dii+zeor ""a;
rhat porti6n ,'ov'Eil""gffiX1oJ:ieffi'1l"g,f# S*ffiffi #Iffi :l
satd i,rd or HoLLYwo_o? ga]H*-#J,i.i's-"&o" uo. sooe-rzs and;LIL' Jinl.ii" -no"o DePanrnern dgrrt-or-Y''av map
: - -^, r,i\ ae ch6wn on said Pld of HOLLYWOOD CENTRAL
A oordon iof NEW RWER SOUNO as sho{n on sE
BEACH, all the a'bove oi"i-tiiit o-"tu*r"tV clescribed as follows:
BEGINNING at the Northeast comer of Block 2O3 of said Ptat;
THENC;E S O2'OE', OO' E On an assumed.b"t:193""o the East line of said Block 2O3
a dlstanc€ of 53.4s t."q'rlorl- oi r"==, to the North red or an e*,sting butkhead:
1'
THENcds a6' 15' 24' e ar.lngthe North f1?,q-"1d butkh€ad and its e)c€nsior. 2e7.15
,eet more or less, to tn" frIs;tJt'& " "onottu strip for parking metcr:si
Etiil"s:l.iil:.?*#.y,..ff #,ffi t*m3:*i+Tk*#"":s#of Florida Road DeParm
THENCEN A6' 29' '1'l'W along-said NortherJy right-of-way line 24€'19 test' more or less'
ti fr"'-e?st nne ot said Block 2o3;
,:
THENCE S 02' 06' OO- E along said East line 1O'OO feet to tre Southeast comer o' said
Block 2O3;
THENCE S 02' y"lo' E 4o'oo fe€t to.a poir I dle south righ-of'way lh€ ol Ftftv Fi6t
Sr'egt(igmbrideeS'eet),saidSouttright.of-wayIiJ"ou"-neaNortherlyriglrt-of.wry["" or iaia State Road A-1-Al
i
m=$"5:"J;ff 'ffi yj'T3g" j*35*l'j""ffi
"j"#"ffi
5*'fs"'l*7-X'ff ffi
Secfon ;lo- e6Sr+zSCr;
t ,=*"i N oE . s6'.31" E arons tho said-East.rffiff".Tffl.t i!,?tiit l#"
t["?l#o; J-trtt ""ra East [ne of ocean Drvc vr
THENGE s^ 66'..ffi.--?'!,l="#* g'nlfi Iffi H AE* fest to tio ?orNr oF
BEGINN! NG' d the s€r
COMMENCING d said Poltrt 'A';
Tt{ENcENs6.03,2s.wa|ong^saidNorthline.!oo.oofegttoaPoirtonsaidNorthline;:ft-;; PorFrr oF BEGTNNTNG;
l' P^GE 3 oF s
wll t |/r|MS,HATREI.D ANO STONER' INC.
EN6INEERS . PL NNERS ' SURV€YORS EOYNToN BE/ACH, FLOR,DA19Ol s. coNcRESS AvE-
Floride, desctib€d as
'ollo'vs:
THENCEcontinueNa6.qS.29.walongsaidNorthllnd122,.25feet'moreorless,toth€
Nonhw'st com€r or said ELJ<-26i, o"rig " porrt on the Easr [n€ of canar as shornn on
saicl plar,
THENCE"S 03' 55'31'W along said East line of Canal 265'6'1 fest to th€ Southwest
comer of said Btock 2O3;
THENCENST.26.35.EalongtheSoulhlineof-saidBlock2q3adistancaollz3.oT'egtto a point on u1e wesr il;";'-;;-ocejn orive- as shown on sai<l FloridB Boad
5e&fi;;sr',i-ir-","i *"p' section No' 86s14-26o1: :
THENGEN03.56,31.Ealongsaidwestline251.6.t'egttothePotNToFBEGINNING:
Said Parcsl "A' containing 3.06 acres, moro or less'
AHAGON PAFICEL .B'
That oortion of the NEW RrVEB SOUNO as shown on th6 Plat of HoLLYWOOO CENTRAL
;#&';l i;;;;;" iHEi;"k;,-F"e. zo, ortne Public Rec€rds of Broward countv,
Florlda gtescribod as follows:
CoMMiNCING at the Northeast comer of Blod( 2o3 of said PlaE
THENCES02.06.oo.EalongtleF.=tli'|':ofjaidBlock2o3edistanceo'53.45feet'
THENCE Easterty along the North facs of said-qu.Jkh'fd 1aa66 f€et' more or less' to the
west fac€ of an existing oJfxi1t"a uting the POINT OF BEGINNINGi
THENCE continue S 86' 16'24'E along on an e)donsion sf the North face ot said
bukhead 84.ztg teet, -ot" otl""", to tf'" wlst t""e of a concf,gte s[rip for Parking msters;
THENCE N 05' 10' 50' E along th€ West face of said concrete striP 861'86 f€ec
THENCENS4o49,lo.w84.45fegttoaPointontheWestfaceofanodsdngbulkhead;
THENCES05.lo.So.walongthewestfaceotsaidbulkheadS64'00fegttothePolNT
OF BEGINNING;
That Dortion of rh€ NEW RrvER SOUND as shOr'v',i.on the Ptat ot HoLLYWOOD oENTFAL
BEACH and Record€d i" pia"tl'"J.-i, "4"-*' ol the Publlc Recorcts of BrowBrd courty.
THENCE S 02. 06' OO' E along qe F?+ llng of€ald Block 2O3 a cllstanca of 53'a5 teit
more or less, to th€ Norfi t8ce of saio Du[<n€ss;
THENCEEsstertyalongtheNorthf,ac6ofsatdbulkhead132.66'Egt,tTorcorless.tothe
West f".e of an Lxtstlng bulkhead;
PAGE 4 OF 5
ATAGON PAIICEL "C'
1901 s, coNcREss avE WII I IAMS' I.{ATFIELD AND STONER. tNC.
eNGINEERS . PLANNERS . SUR\,Ei.ORS BO./I{ToN BeACH. FLORIO.
THENCE N OS ' 1 O' 50" E along th€ West tuce of said bulkhead 1O5.5O ,e€t to the pOtNT
OF BECiINNING; .
THENCE coatinue N 05. 10' 50' E ajong fis \/vcst face of sald bulkheed 754.50 tb€q.
THENCE N 84. 49' 10 W l aS.OO reet
THENCE S 05- 10'sO'W75a.69@
THENCE S a6" 16'24' E 165.05 teet to the POINT OF BEGINNING;
Said Parcels 'B' and 'C c€ntaining 4.91 acres, more or less.
FTJt:
PAGE 5 OF 5
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