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6110 SW 70 ST_GREEN OFF STREET PARKING t4 [ff.IEM K 21069PG36 5 6 t PLANNING &ZONING DEPARTMENT 6130 SUNSET DRIVE C,3 R 14 7 113 2003 MAR 03 15:4A, SOUTH MIAMI, FLORIDA 33143 305/663-6326 FAX 305/666-4591 OFF-SITE PARKING AFFIDAVIT An Occupational License approval was granted by the City of South Miami (the "CLAY') for the operation of a medical office/ambulatory surgical facility (the "Facilit ') located at 7000 S.W. 61S` Avenue, Miami, Florida (the "Building"). A condition of approval is that the applicant comply with the provisions of Section 20-4.4(F)(2)(C) of the Land Development Code, governing off-site parking. I, A. James Segal, do fully understand that in order to obtain a Certificate of Use, Certificate of Occupancy, or an Occupational License, to operate the Facility, the standards and agreement set forth below must be followed: 1. At least 13 off-site parking spaces, within 1000 feet of the Facility, to be used for staff and patient/guest parking, shall be provided at all times, seven days a week; 2. Proof of lease (the "Facility's Parking_ Lease") of the required 13 spaces, including a diagram depicting the location of said spaces, shall be provided to the Planning &.Zoning Department of the City of South Miami (the "Planning & Zoning Department'). If the location of the 13 spaces ever changes in the future, to another site within 1000 feet of the Facility,the Planning & Zoning Department shall be provided with proof of the new lease and diagram of location of new spaces. In compliance with, and evidencing, the Facility's Parking Lease, a memorandum of lease (the "Memorandum of Lease") shall be recorded in the official (land) records of Miami-Dade County, with the clerk of the Circuit Court, thereby constituting a real covenant against and. concerning the land of the Landlord pursuant to the Facility's Parking Lease. The parking spaces leased from the landlord (the "Landlord") under the Parking Facility's Lease by South Florida ASC Land, LLC (the "Facility Owner") shall not, as utilized by the Facility, be used in a manner which violates the City code parking requirements for the Landlord's existing use of Landlord's property; this provision may, among other things, be satisfied through the establishment by the Facility Owner of separate hours of permitted usage for the Facility of the required 13 spaces (an "Hours Limitation'). Notwithstanding the foregoing, however, the Facility Owner(and its successors and assigns) shall not be restricted or otherwise limited in its use of the "Premises" under the Facility's Parking Lease (under any Hours Limitation or otherwise) during the hours from 7:00 a.m. through 7:00 p.m. on any day. If required by the City in conjunction with any valid Hours Limitation, the undersigned will post reasonably appropriate signage indicating such Hours Limitation. [FE W.a. 21069PG3666 t 3. Yearly renewal of the Occupational License for the Facility shall require proof of " off-site parking spaces; 4. The off-site parking spaces shall be striped and maintained in good condition; 5. If at any time, the applicant ceases, for a period in excess of one (1) year; to provide the required 13 off-site parking spaces, the City will have the right to require that operation of the Building as a medical office/ambulatory surgical facility shall cease until such time as adequate proof of the required 13 off-site spaces is provided to the Planning & Zoning Department; however, the Building may be operated for some other lawful purpose, provided it meets the provisions of the Land Development Code, then in effect; and 6. This affidavit applies to the current Facility, and any subsequent or future medical office/ambulatory surgical facility which may be located at the Building. AGREEMENT: The applicant agrees that the subject Facility will conform to all of the standards contained herein. SOUTH FLORIDA ASC LAND, LLC Date: August oL , 2002 B y d A. James ftal, Manager STATE OF FLORIDA COUNTY OF MIAMI-DADE Subscribed and acknowledged before me by A. James Segal, as Manager of South Florida ASC Land, LLC, on this day of August, 2002. NbtaAzed by: #152568v10 01y Pk� CAIRO- 7E 1. � � Oi�F.:;SS!GNC.',r•L)fa7975 -2- PECCIFSI®MiaALPECL]FmSBFJOA( ;OF�Oa EXPIR6S:1une30,20p5 OFtArF-MUN-'NPOFM& 1.600&NO7ARY FL hbtwy Swvwe a 8-*4 Me FECAi�vEAcaEa HARV=Y RIMN MAY-08-2002 WED 05: 14 PM FAX NO, P. 05/13 4 LEASE AGREEMENT THIS LEASE AGREEMENT (this" ..ease') is made as of April , 2002 (the"Lease Date") by and between South Miami Lodge No. 308 Free and Accepted _Masons of Florida, a Florida not-for-profit corporation("Landlord"), and South Florida ASC Land, LLC,a Florida limited liability company("T e ant'),each a"Party"and collectively, the"Parties." 1. Demised Premises. Landlord does hereby lease to Tenant,and Tenant does hereby lease from Landlord,the areas depicted on"Fxhibit"A"hereto(the"Premiseel,which Premises is sufficient in size for seventeen(17)full-sized motor vehicles; and Landlord also, simultaneously, grants to Tenant a non-exclusive irrevocable license for the .duration of the Term (as hereinafter defined) for access, and ingress and egress,to and from the Premises over the areas depicted on Exhibit "B" hereto (the "Access Premises'. The Access Premises irrevocable license shall be without any additional rent or other charges to the Tenant. The Premises and the Access Premises are located at the land and building site commonly known as 7090 S.W.6?Avenue,South Miami, Florida(collectively,such land and building,the"Buildin 2. Term. The term of this Lease shall be for ten(10)years(the"Term"),cominencing on May 28, 2002, or such later date as is designated by Tenant in a notice establishing the commencement date,which date shall not be later than July 12,2002(the"Commencement Date"). The Term shall expire on the tenth anniversary of the Commencement Date. Landlord shall deliver possession of the Premises to Tenant on the Commencement Date. 3. Rent. Tenant shall pay to Landlord,as rent for the Premises(the"Rent"),the sum of Eight Thousand One Hundred Sixty Dollars Dollars and No/Cents($8,160.00)per lease year,or Six Hundred Eighty Dollars and No/Cents($680.00)per month,during the Term,provided,however,on the Commencement Date, Tenant shall pay Landlord the sum of$8,160 (the "Initial Payment"), which Initial Payment shall constitute and represent an advance payment of the first twelve (12) months of monthly installments of Rent. Starting with the 131' month after the Commencement Date, each monthly installment of Rent shall be paid in advance on the first day of each calendar month,and continuing until the expiration of the Term. 4. Use. Tenant intends to be the owner of that certain land and building commonly known as 7020 S.W.61"Avenue,South Miami,Florida(collectively,the"Tenant's Prop)- The Tenant's Property will be used by Tenant as a medical facility, more specifically, an ambulatory surgical center(the"ASC"). Tenant shall use and occupy the Premises (and have the rights to the Access Premises)for parking motor vehicles the"Motor Vehicles")and for no other purposes. For all purposes hereof, Tenant's use and occupancy of the Premises shall mean parking of Motor Vehicles at the Premises by(a)all medical and other employees and staff personnel working at the ASC, (b) all patients and anyone transporting patients to and from the ASC, (c) all vendors and contractors providing services to the ASC,and(d)all valet staff personnel authorized by Tenant to park Motor Vehicles at the Premises for persons visiting, utilizing, or employed by the ASC (collectively, the "Tenant's Use"). The Premises and the Access Premises shall be continually —--- available for Tenant's Use on a seven(7)days-a-week, twenty-four(24)hours-a-day basis. MAY-08-2002 WED 0515 PM FAX N0. P. 06/13 5. Taxes on Rent. Tenant shall pay, when due, all rent and similar taxes now or hereafter charged by any governmental authorities,having jurisdiction thereover, imposed on the Rent. b. Alterations and Installations. Tenant may,at its sole cost and expense,either at the commencement of the Term or at any time during the Term,install such striping for parking spaces, concrete wheel stops,and signage or identification markings on such spaces or wheel stops at the Premises as Tenant may consider necessary or appropriate. All alterations or installations to the Premises by Tenant shall, at the end of the Term, become the property of Landlord without any liability on Landlord's part to compensate Tenant,therefor. 7. Covenants of Landlord. (a) Landlord represents and warrants to Tenant that Landlord is the owner of the Building, including, but not limited to, the Premises and the Access Premises, and that Landlord has excess legal parking capacity at the Building, thereby enabling Landlord to lawfully lease the Premises to Tenant for the Tenant's Use during the Term; (b) Since Tenant's Use of the Premises is exclusive for the Tenant,Landlord shall not take any action,or omit to take any action,the result of which would adversely affect,or interfere with, Tenant's exclusive use and quiet enjoyment of the Premises or its non- exclusive use and quiet enjoyment of its license rights to the Access Premises;and (c) Landlord, at its sole cost and expense, shall be solely responsible for the reasonably good maintenance and repair of the Building and all structural and other aspects of the ground or surface areas comprising the Premises and the Access Premises S. Maintenance and Re air. Landlord shall,at its sole cost and expense,maintain and keep the Premises and the Access Premises in reasonably good repair,and free of refuse and rubbish. Tenant shall return the Premises at the expiration or termination of this Lease in reasonably good condition,ordinary wear_ and tear,and damage or destruction by fire,flood,storm,civil commotion or other causes excepted;provided,however,that if alterations or installations shall have been made by Tenant as provided for in this Lease,Tenant shall not be required to restore the Premises to the condition in which they were prior to such alterations or installations. Landlord shall.., without expense to Tenant,maintain and make all necessary repairs to the foundations and structure of the Building, any water or storm drainage installations serving the Building, and all parking common areas at the Building. 9. Effectiveness of Lease — Condition. It is understood and acknowledged that notwithstanding the full execution and delivery of this Lease, the obligations of the Tenant hereunder,including,but not limited to Tenant's obligations to make the Initial Payment hereunder, are strictly conditioned upon the Tenant having consummated a closing on the Tenant's Property(the "Tenant's Closin '). Tenant shall have until July 12,2002(the"Outside Closing_Date")to achieve the Tenant's Closing and notify the Landlord thereof(the`"Tenant's Closing.Confirmation'). If Tenant has not delivered a Tenant's Closing Confirmation to Landlord on or before the Outside 2 MAY-08-2002 WED 05: 16 FM FAX N0, P. 07/13 Closing Date,or waived,in writing this condition subsequent relating to the Tenant's Closing,then this Lease shall, automatically, terminate on the first day after the Outside Closing Date; and, thereafter,neither Party shall have any obligation to the other, and this Lease shall have no further force or effect. 10, ndemni . Tenant agrees to indemnify and hold harmless Landlord against all claims,causes of action,demands,costs_ and expenses,including reasonable attorney's fees for the defense thereof, arising from Tenant's conduct, occupancy or use of the Premises, or from any negligence of Tenant, or its agents, invitees, contractors or employees at the Premises. Notwithstanding anything to the contrary contained herein, the foregoing provision shall not be construed to make Tenant responsible for loss,damage, liability or expense resulting from injuries caused by any negligence or intentional misconduct of Landlord, its agents, tenants other than Tenant, or Landlord's invitees, contractors or employees. In case of any action or proceeding brought against Landlord by reason of such claim as is described in the initial sentence,as modified by the second sentence,of this Section 10,Tenant,upon notice from Landlord,covenants to defend such action or proceeding by counsel reasonably acceptable to Landlord. The attorneys forTenant's insurance carrier shall be deemed to be acceptable to Landlord. For purposes of this paragraph"10",the indemnification for the benefit of Landlord (i)shall also extend to,and be for the benefit of,Landlord's officers,directors,members,employees, and invitees of Landlord (collectively, the "Landlord Parties"), and (ii) shall include, without limitation,personal injury,death,and property damage. 11. Insurance. (a) Landlord covenants and agrees that throughout the Term Landlord will insure the Building and the Building improvements against damage by fire and other casualties, including extended coverage,vandalism and malicious mischief at 100%ofits,and their,full fair market value,and comprehensive general liability insurance in such amounts as would be carried by a prudent owner of a similar building in the geographic area. (b) Tenant covenants and agrees that throughout the Terra it will provide comprehensive general liability insurance with limits of at least $1,000,000!$500,000 far injury to persons and$500,000 for damage to property. Tenant shall provide Landlord with certificates evidencing the aforesaid insurance coverages upon request and all the said policies shall name Tenant as insured party and Landlord as an additional insured party. __ Policies shall also provide that the insurer shall endeavor to provide thirty(30)days'written notice to Landlord prior to cancellation. (c) Landlord and Tenant hereby mutually waive their respective rights of recovery against each other for any loss insured by fire, extended coverage and other property insurance policies existing for the benefit of the respective parties. Each Party shall obtain any special endorsements, if required by their insurer to evidence compliance with the aforementioned waiver. 3 MAY-08-2002 WED 05: 16 PM FAX N0, P. 08/13 12. Compliance With Laws. Tenant acknowledges that no use by Tenant of the Premises will be in violation of any law, code or ordinance in force in the state, city or county in which the Premises are situated. Landlord shall comply with such ordinances, codes, laws and requirements of such public authorities as shall affect the Building or access thereto. 13. Signs_. Tenant shall not have the right to erect, affix, or display any signs on the exterior walls of the Building. 14. Casualty Loss. In the event the Premises are damaged by fire or other casualty, Landlord shall forthwith proceed to repair and restore the Premises to the result that space of the same size and utility are available as expeditiously as possible. Tenant's Rent shall be abated in equitable proportion during the period of impaired use of the Premises. If more than fifty percent (50%)of the space of the Premises is so damaged,Tenant may cancel this Lease on thirty(30)days notice and Rent shall be apportioned as of the date of the casualty. If a registered engineer or architect jointly acceptable to Landlord and Tenant notifies them within thirty(30)days after such fire or casualty that, in his opinion, the damage to the Premises eatulot be repaired so as to substantially restore the Premises to their former condition within one hundred eighty(ISO)days after such fire or casualty, or if the Premises are in fact not restored to substantially the same condition as prior to such fire or casualty within one hundred eighty (180) days after such occurrence, then this Lease may be terminated by Tenant, and Rent shall be apportioned.as of the termination date. 15. Condemnation. In the event the Premises shall be taken for public use by the city, state,federal government,public authority or other corporation having the power of eminent domain, then this Lease shall terminate as of the date on which possession thereof shall be taken for such public use or,at the option of Tenant,as of the date on which the Premises shall become unsuitable for Tenant's Use by reason of such taking. If a taking of only a part of the Premises occurs,and Tenant does not terminate this Lease,there shall be a proportionate reduction of the Rent to be paid under this Lease from and after the date such possession is taken for public use and Landlord shall restore the Premises as nearly as possible to its condition existing immediately prior to such taking. 16. Default/Termination. In the event that either of the parties defaults under or fails to perform any obligation or covenant required to be performed by such Party under the terms and provisions of this Lease, including Tenant's covenant to pay Rent, and such failure continues unremedied or uncorrected for a period of fifteen(15)days or such additional time as is reasonably required to correct any such default after the service of written notice upon such Party by the other Party,specifying such failure,this Lease maybe terminated,at the option of the Party serving such notice,at the expiration of such fifteen(15)day period or such additional time;provided, however, that such termination shall not relieve the Party so failing from liability to the other Patty for such damages as may be suffered by reason of such failure. 17. _Landlord's Right To Enter Premises. Tenant shall permit Landlord or its agent to enter the Premises at all reasonable times and upon reasonable notice(and in case of emergency at any time) to make such alterations or repairs therein as may be necessary for the safety or the preservation thereof,or for any other reasonable purposes. 4 MAY-08-2002 WED 05: 17 PM FAX N0, P. 09/13 18. Assignment, Subiettin�. (a) Tenant shall not assign this Lease or sublet the whole or any part of the Premises without the prior written consent of Landlord,such consent not to be unreasonably withheld,conditioned or delayed. In the event of any such assignment,Tenant shall deliver to Landlord within a reasonable time thereafter, a written agreement from the assignee agreeing with Landlord to perform the terms,covenants,and conditions of Tenant contained. in this Lease from and after the effective date of such assignment. (b) Notwithstanding anything contained herein to the contrary,Tenant may assign this Lease,or sublease the Premises,in whole or in part,without the consent of Landlord,to: (i) any entity into which or with which Tenant has merged or consolidated; (ii) any parent,subsidiary,successor,or wholly-owned affiliate entity of Tenant; (iii) any entity which acquires all or substantially all of the assets or ownership interests of Tenant; 19. Quiet Enjoyment. Landlord agrees that if Tenant pays the Rent and performs and observes the agreements,conditions and other provisions on its part to be performed and observed hereunder,Tenant shall and may peaceably and quietly have, hold and enjoy the Premises and the Access Premises during the Term of this Lease and any extensions thereof without any manner of hindrance or molestation from Landlord or anyone claiming under Landlord,subject,however,to the terns of this Lease. 20. Notice. Whenever this Lease provides that notice shall or may be given to or served upon either of the Parties by the other, and whenever either of the Parties desires to give or serve upon the other any notice with respect to this Lease or the Premises,each such notice shall be in writing and shall be effective upon receipt,or refusal of receipt, if served as follows: To Landlord: Florida ASC Land,LLC c/o Dr. A.James Segal 5950 Sunset Drive Miami, FL 33143 To Tenant: South Miami Lodge No. 308 Free and Accepted Masons of Florida 14195 S.W. 87`"Street—Unit B-315 Miami, FL 33183 Attn. Stephen G.Rosean 5 MAY-08-2002 WED 05:18 PM FAX N0, P. 10/13 Courtesy Copy to Joseph Young, Esq. Landlord's Attorney: 1615 Country Club Prado Coral Gables,FL 33134 Notices may be served by personal delivery, a recognized courier service, or registered or certified mail return receipt requested. 21. No Broker. Each of the Parties represents and warrants to the other that it has not dealt with any broker relative to the transactions contemplated by this Lease. Each Party hereby agrees to indemnify and hold harmless the other Party from and against any and all claims,actions, liabilities, losses,damages and expenses, including reasonable attorneys' fees and disbursements, that may be asserted against or incurred by any of them arising out of a breach of such Party's representations. 22. Recording Memorandum. Upon Tenant's demand, Landlord and Tenant shall promptly execute and deliver a memorandum of lease(a"Memo of Lease)in customary recordable form,which Memo of Lease the Tenant may record in the public land records,at Tenant's expense. 23. Miscellaneous. (a) This Lease shall be governed by and construed in accordance with the laws of the State of Florida, and if any provisions of this Lease shall to any extent be invalid,the remainder of this Lease shall not be affected thereby. (b) There are no oral agreements between Landlord and Tenant affecting this Lease. This Lease maybe amended only by instruments in writing executed by Landlord and Tenant. (c) The titles of the several sections contained herein are for convenience only and shall not be considered in construing this Lease. (d) Landlord warrants that: the Landlord,and the person signing this Lease on Landlord's behalf,have full authority to enter into this Lease and to lease the Premises to Tenant;no party will be in use or occupancy of the Premises on the Commencement Date of this Lease; and the use of the Premises as provided in this Lease will not violate any applicable certificate of occupancy,or other governmental use restriction. (e) This Lease shall be binding upon and inure to the benefit of the Parties and their heirs,executors,administrators, assigns and successors in interest. 6 MAY-08-2002 WED 05: 18 PM FAX N0. P. 11/13 IN WITNESS WHEREOF,the Parties have executed this Lease Agreement the clay and year first above written. LANDLORD: SOUTH MIAMI LODGE NO. 308 FREE AND ACCEPTED MASONS OF FLORIDA l �} ,7 Name 04 C Title r„5 F C(--2 f n iZ TENANT: SOUTH FLORIDA ASC LAND,LLC lao By Name - Title M •ISIMW•4t)5/2002 514 YM 7 MAY-0872002 WED 05:19 PM FAX NO, P. 12113 uyrcoruc M U6:17 FAX. 303 662 5356 SUPPORT SERVICES 0 002 t Q X O d R G .r b X � t cr.--17 r c,4� MAY-08-2002 WED 05:19 PM FAX N0. P, 13/13 . .. �. •�.. vu.a san ��a I.A 01.0 burruia SERYICES ®002 I .. �C NN o d �"f c b �C ► • s. 47'