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HomeMy WebLinkAboutR-1999-081�, T -� L 7-- s h f" 7 I' RESOLUTION NO. 81-99 UTION OF THE CITY OF DANIA BEACH, FLORIDA LAUTHORIZING THE PROPER CITY OFFICIALS TO EXECUTE A CONSENT TO SUBLEASE AND SUB- LICENSING AMER CA, THE HECITY OENT IF STATESONG THE UNITED DAN A BEACH AND THE BOARD OF REGENTS OF THE STATE UNIVERSITY SYSTEM OF FLORIDA RELATING TO IMPROVEMENTS BEACH;AT DANIA PROVIDING ALL RESOLUTIONS OR PARTS OF RESOLUTIONS IN CONFLICT WITH THIS RESOLUTION ARE REPEALED TO THE EXTENT OF SUCH CONFLICT; FURTHER, PROVIDING FOR AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA, THAT: Section 1. That the proper City officials are authorized to execute that certain Consent to Sublease and Sub-Licensing Agreement among the United States of America, on behalf of the U.S. Navy, the City of Dania Beach and the Board of Regents of the State University System, for providing improvements at Dania Beach which Consent is in substantial form as Exhibit "A", attached; provided, however, that the City Manager and City Attorney are authorized to make minor revisions to such Consent to Sublease and Sub-Licensing Agreement as are deemed necessary and proper for the best interests of the City. Section 2. That this Resolution shall be in force and take effect immediately upon its passage and adoption. PASSED AND ADOPTED this 11tn day of lyl —COMMISSIONER ATTEST: QQ�/' ROLL CALL: //`fi/ MAYOR BERTINO- YES SHERYL CHAPM(AN VICE-MAYOR McELYEA-YES ACTING CITY CLERK COMMISSIONER CALI -YES COMMISSIONER ETLING -YES APPROVED AS TO FORM AND CORRECTNESS: By: ' I HoMAS J. ANSBRU CITY ATTORNEY RESOLUTION NO. 81-99 L - CONSENT TO SUBLEASE AND SUB-LICENSING AGREEMENT CITY OF DANIA BEACH,a Florida municipal corporation ("Landlord"), as Landlord under that certain 1996 Lease and Licensing Agreement dated May 31, 1996(the "Lease")by and between Landlord and the BOARD OF REGENTS OF THE STATE UNIVERSITY SYSTEM OF FLORIDA ("Tenant"), as Tenant, subject to and specifically conditioned upon the following terms and conditions, hereby grants its consent to the Sublease dated made by and between the Tenant,as sublessor,and UNITED STATES OF AMERICA("Sublessee"), as sublessee, a copy of which is attached hereto as Exhibit A (the "Sublease"), covering certain premises (the "Premises")as more particularly described in the Sublease. The capitalized terms used herein not otherwise defined shall have the meanings ascribed thereto in the Lease. This Consent to Sublease and Sub-Licensing Agreement and the acknowledgment and acceptance of the conditions hereof may be executed in counterparts,each of which shall be considered an original but constituting one and the same document. As conditions to the consent of Landlord to the Sublease, it is understood and agreed as follows: l. No Release. This Consent to Sublease and Sub-Licensing Agreement shall in no way release the Tenant or any person or entity claiming by, through or under Tenant, including Sublessee, from any of its covenants, agreements, liabilities and duties under the Lease (including, without limitation,all duties to cause and keep Landlord and others named or referred to in the Lease ensured and indemnified with respect to any acts or omissions of Sublessee or its agents, employees or invitees or other matters arising by reason of the Sublease or Sublessee's use or occupancy of the Premises), as the same may be amended from time to time, without respect to any provision to the contrary in the Sublease. 2. Specific Provisions of Lease and Sublease. Notwithstanding anything to the contrary contained in the Sublease, this Consent to Sublease and Sub-Licensing Agreement does not constitute approval by Landlord of any of the provisions of the Sublease document or agreement thereto or therewith; nor shall the same be construed to amend the Lease in any respect, any purported modifications contained in the Sublease being solely for the purpose of setting forth the rights and obligations as between Tenant and Sublessee,but not binding Landlord,except as follows: 1 r, r 7 F a) As to any construction on the Premises by Sublessee, this Consent to Sublease and Sub-Licensing Agreement shalt only be applicable to the construction of a one story building as depicted on Exhibit "A" ("New Building"). b) Tenant and Sublessee represent to Landlord, and Landlord acknowledges that the governing law relating to the construction of the New Building is Title 40,Chapter 12, Section 619,of the United States Code and said provision exempts the construction of the New Building by Sublessee from Landlord's building permit issuance, inspections and certification for occupancy; however, site plan elements, including but not limited to, signage, parking, elevations and landscaping will be reviewed and approval required by Landlord. c) Sublessee will use the Premises only for oceanographic research and education and ocean engineering research and education and for administrative offices relating to those uses. 3. Amendment of Sublease. Tenant and Sublessee shall not amend in any material respect the Sublease without the prior written approval of Landlord,which shall not be unreasonably withheld. In no event shall any such amendment affect or modify or be deemed to affect or modify the Lease in any respect. 4. Limited Consent. This Consent to Sublease and Sub-Licensing Agreement does not and shall not be construed or implied to be a consent to any other matter for which Landlord's consent is required under the Lease. 5. Tenant's Continuing Liability. Tenant shall be liable to Landlord for any default under the Lease, whether such default is caused by Tenant or Sublessee,but the foregoing shall not be deemed to restrict or diminish any right which Landlord may have against Sublessee pursuant to the Lease,in law or in equity for violation of the Lease or otherwise, including, without limitation, the right to enjoin or otherwise restrain any violation of the Lease by Sublessee. 6. Acceptance by Tenant and Subtenant. Tenant and Sublessee understand and acknowledge that Landlord has agreed to execute this Consent to Sublease and Sub-Licensing Agreement based upon Tenant's and Sublessee's acknowledgment and acceptance of the terms and conditions hereof. Sublessee further acknowledges that it 2 t_ f ( k�' 7 I' has no right-of-first-refusal or other right of expansion of the Premises. 7. Subordination. Notwithstanding anything to the contrary contained in the Sublease, the Sublease is, in all respects, subject and subordinate to the Lease,as the same may be amended. Furthermore, in the case of any conflict between the provisions of this Consent to Sublease and Sub-Licensing Agreement or the Lease and the provisions of the Sublease,the provisions of this Consent to Sublease and Sub-Licensing Agreement or the Lease,as the case may be,shall prevail unaffected by the Sublease. 8. Enforcement of Terms. Tenant and Sublessee agree and acknowledge that the terms and conditions of the Lease are valid and enforceable regardless of whether any such terms would otherwise be valid and enforceable against the Sublessee; and if found not to be enforceable against the Sublessee, Landlord shall have the right to terminate the Sublease. 9. Termination of Lease. If at any time prior to the expiration of the term of the Sublease the Lease shall terminate or be terminated for any reason (or Tenant's right to possession shall terminate without termination of the Lease), the Sublease shall simultaneously terminate. The foregoing provisions of this paragraph shall apply notwithstanding that,as a matter of law,the Sublease may otherwise terminate upon the termination of the Lease and shall be self- operative upon such written demand of the Landlord,and no further instrument shall be required to give effect to said provisions. Nothing contained in this paragraph shall be construed to impair or modify any right otherwise exercisable by the Landlord, whether under the Lease,any other agreement or in law. 10. No Waiver; No Privity. Nothing herein, or contained in the Sublease, shall be deemed a waiver of any of the Landlord's rights under the Lease. In no event, however,shall Landlord be deemed to be in privity of contract with Sublessee or owe any obligation or duty to Sublessee under the Lease or otherwise, any duties of Landlord under the Lease being in favor of, for the benefit of and enforceable solely by Tenant. 11. Notices. Sublessee agrees to promptly deliver a copy to Landlord of all notices of default and each notice requiring performance or payment sent to Tenant under the Sublease, and Tenant agrees to 3 r 7 promptly deliver a copy to Landlord of all such notices sent to / Sublessee under the Sublease. All copies ofany such notices shall be delivered personally or sent by United States registered or certified mail,postage prepaid,return receipt requested, to Landlord, Tenant or Sublessee,as the case may be,as follows: As to Landlord: City of Dania Beach 100 W. Dania Beach Boulevard Dania Beach, FL 33004 As to Tenant: Board of Regents of the State University System of Florida c/o Florida Atlantic University Attn: President 777 Glades Road Boca Raton, FL 33431 As to Sublessee: United States of America or to such other place or persons as Landlord or its agent may from time to time designate. 12. Reservation of Rights. This Consent to Sublease and Sub-Licensing Agreement shall be deemed limited solely to the Sublease, and Landlord reserves the right to consent or to withhold consent and all other rights under the Lease with respect to any other matters, including, without limitation, any proposed alterations and with respect to any further or additional subleases,assignments or transfers of the Lease or any interest therein or thereto including, without limitation, a sublease or any assignment of the Sublease. 13. Tenant and Subtenant Bound. By executing this Consent to Sublease and Sub-Licensing Agreement, Tenant and Sublessee acknowledge and agree to be bound by all of the terms and conditions of Landlord's consent to the Sublease as set forth herein. IN WITNESS WHEREOF, the Parties have hereby entered into this Consent to Sublease and Sub-Licensing Agreement die day of 1999. "LANDLORD" CITY OF DANIA EACH, a F 'd mum ' corporation ATTEST: SHERYL 'HAPMAN I BERTINO ACTING CITY CLERK MAYOR-COMMISSIONER 4 f ' r l� Ak MIC EL W ITH C[T MANA APPROVED AS TO FORM AND CORRECTNESS: THOMAS . ANSBRO CITY ATTORNEY Witnesses: "TENANT" BOARD OF REGENTS OF THE STATE UNIVERSITY SYSTEM OF FLORIDA By: Print Name: Attest: Title: "SUBTENANT" UNITED STATES OF AMERICA By: Print Name: Title: Real Estate Contracting Officer G\WPHUSICLIEM. DANWGROWrit MGMTSamch-Conacni to Sub1nx.AMGT 05/07M 5 4. a