TITLE
RESOLUTION APPROVING LEASE AGREEMENT WITH HOLLYWOOD RAILROAD STATION MUSEUM, INC. D/B/A DOROTHY WALKER BUSH MUSEUM AND AUTHORIZING COUNTY MANAGER TO EXECUTE SAME AND EXERCISE CANCELLATION PROVISIONS CONTAINED THEREIN

BODY
WHEREAS, the Hollywood Railroad Station Museum, Inc. d/b/a Dorothy Walker Bush Museum ("Museum") is restoring the United States Presidential Train, "U.S. No. 1"; and
WHEREAS, the Museum needs a temporary home for the cars of the Presidential Train while they are being restored; and
WHEREAS, the Miami-Dade Water and Sewer Department's ("Department") facility at 15500 Biscayne Boulevard is uniquely qualified to house the Presidential Train because railroad tracks enter the facility; and
WHEREAS, the Museum will provide the Department with a building to house the Department's equipment while the facility is being used,
NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MIAMI-DADE COUNTY FLORIDA, that this Board approves the lease agreement with the Hollywood Railroad Station Museum, Inc. d/b/a Dorothy Walker Bush Museum, in substantially the form attached hereto and made a part hereof; and authorizes the County Manager to execute such agreement and exercise the cancellation provisions contained therein, subject to execution by the Hollywood Railroad Station Museum, Inc. d/b/a the Dorothy Walker Bush Museum and approval by the County Attorneys' Office.

OTHER
LEASE AGREEMENT
THIS AGREEMENT made on this ___ day of March, 2003 by and between the HOLLYWOOD RAILROAD STATION MUSEUM, INC. d/b/a DOROTHY WALKER BUSH MUSEUM, a not-for-profit corporation, hereinafter referred to as �MUSEUM� and MIAMI-DADE COUNTY, a political subdivision of the State of Florida, hereinafter referred to as the �COUNTY�.
Witnesseth:
In consideration of the mutual covenants hereinafter contained, it is hereby mutually agreed by and between the parties as follows:
DESCRIPTION, TERM AND RENT
That COUNTY, for and in consideration of the restrictions and covenants herein contained, hereby leases to MUSEUM and MUSEUM hereby agrees to lease from COUNTY the premises described on Exhibit �A� attached hereto and hereby made a part hereof (the �Premises�), situated at 15500 Biscayne Boulevard, Miami, Florida.
TO HAVE AND TO HOLD unto the said MUSEUM for a one�year term commencing as of the date of the COUNTY�s acceptance of and relocation to the Relocation Facility as described in Article XIX, for and at a total rental of One Dollar and 00/00 ($1.00), payable upon demand to COUNTY at the address stated in Article XVII, �Notices� or at such other place and to such other person as COUNTY may from time to time designate in writing.
ARTICLE I
USE OF DEMISED PREMISES
The MUSEUM may use and occupy the Premises for the restoration of the Presidential Train, �U.S. No. 1�, and incidental purposes to such use. The MUSEUM covenants that it will not permit any other use on these premises. The MUSEUM further covenants that no nuisance, or hazardous trade or occupation shall be permitted on the Premises. Nothing shall be kept in or about the Premises which will increase the risk of hazard of fire, and no waste shall be permitted or committed upon or any damage done to these Premises. MUSEUM may not occupy or permit the premises to be used or occupied in any manner that will violate any laws or regulations applicable to these premises. MUSEUM shall not use, handle or bring onto the Premises any hazardous materials. The term "Hazardous Materials" shall mean any hazardous or toxic substance, material or waste; it shall also include solid waste or debris of any kind.
ARTICLE II
PARKING FACILITIES
COUNTY makes no representations, warranty or promise regarding parking spaces being available on the Premises nor that there are sufficient spaces for MUSEUM, its clients, employees, invitees or guests. The MUSEUM must provide any parking spaces required by law on the Premises.

ARTICLE III
CONDITIONS OF PREMISES
MUSEUM hereby accepts the Premises to be in a state of good repair and suitable for usage by MUSEUM at the commencement of this Lease Agreement. MUSEUM acknowledges and agrees that the Premises are leased to MUSEUM in �as-is� condition, with all faults, as of the date hereof, and COUNTY makes no representation as to the condition of the Premises. MUSEUM hereby accepts the Premises in �as-is� condition and waives the benefit of any implied warranty of fitness for purpose or condition.
ARTICLE IV
UTILITIES
MUSEUM, during the term hereof, shall pay all charges for water, waste disposal services, electricity and all other utilities used by MUSEUM in connection with the Premises.
ARTICLE V
MAINTENANCE
MUSEUM agrees to provide all maintenance required to keep the land, buildings, fixtures, and all other improvements to the Premises in at least as good a condition as existed on the Commencement Date, ordinary wear and tear excepted, and otherwise in compliance with all applicable laws, ordinances and regulations, during the term of this Lease Agreement and at MUSEUM�s sole cost and expense.
ARTICLE VI
ALTERATIONS BY MUSEUM
MUSEUM may, at its own cost and expense, make any non-structural alterations, additions, or improvements in or to the premises without the written consent of COUNTY. All additions, fixtures, or improvements (including office furniture and fixtures which are salvageable and or readily removable) shall remain MUSEUM's property and shall be removed by MUSEUM upon expiration of the Lease Agreement or cancellation thereof.

ARTICLE VII
DESTRUCTION OF PREMISES

In the event the demised premises should be destroyed or so damaged by fire, windstorm, or other casualty to the extent that the demised premises or portion thereof are rendered unfit for tenancy or otherwise unfit for the purpose of the MUSEUM, the same shall with due diligence be repaired by the MUSEUM from proceeds of the insurance coverage and/or at its own cost and expense. The MUSEUM may elect to exercise its option to cancel this Agreement, in which case it shall be the responsibility of the MUSEUM to remove the damaged structure at its expense and return the demised premises in a clean and safe condition. The MUSEUM shall endorse the proceeds of the insurance coverage to the COUNTY and shall reimburse the COUNTY all expenses incurred in restoring the demised premises to its condition prior to the destruction of the demised premises.


ARTICLE VIII
COUNTY�S RIGHT OF ENTRY
COUNTY or any of its agents shall have the right to enter the Premises during all reasonable working hours, upon the giving of seventy-two (72) hours� prior written notice, unless an emergency exists, to examine the same or to make such repairs, additions, or alterations as may be deemed necessary for the safety, comfort, or preservation thereof.

ARTICLE IX
PEACEFUL POSSESSION
Subject to the terms, conditions and covenants of this Lease Agreement, COUNTY agrees that MUSEUM shall and may peaceably have, hold, and enjoy the Premises, without hindrance by COUNTY.
ARTICLE X
SURRENDER OF PREMISES
MUSEUM agrees to surrender to COUNTY at the end of the term of this Lease Agreement, or any extension thereof, the Premises in at least as good a condition as existed on the Commencement Date, ordinary wear acts of God excepted.
ARTICLE XI
INDEMNIFICATION AND HOLD HARMLESS
MUSEUM does hereby agree to indemnify and save COUNTY harmless from and against any and all claims, liability, losses, and causes of action on account of loss or damage to the demised premises or of any third persons and for injuries to or death of any person which may arise as a result of MUSEUM's negligence in connection with MUSEUM's occupancy or use of Leased property. MUSEUM also agrees to pay all claims in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the County, where applicable, including appellate proceedings, and shall pay all costs, judgments and attorney�s fees which may issue thereon. In the event the COUNTY must enforce this provision against the MUSEUM it shall be entitled to recover its costs and reasonable attorney�s fees. The provisions of this section shall survive the cancellation or expiration of this agreement. MUSEUM expressly understands and agrees that any insurance protection required by this Lease Agreement or otherwise provided by MUSEUM shall in no way limit the responsibility to indemnify, keep and save harmless and defend the COUNTY or its officers, employees, agents and instrumentalities as herein provided.

ARTICLE XII
INSURANCE

Prior to occupancy, MUSEUM shall furnish to the Real Estate Management Section of Miami-Dade County, c/o General Services Administration, 111 N.W. First Street, Suite 2460, Miami, Florida 33128-1907, certificate(s) of insurance which indicate(s) that insurance coverage has been obtained which meets the requirements as outlined below:

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

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

C. Workman's Compensation Insurance as required by Chapter 440, Florida Statues.

The insurance coverage required shall include those classifications as listed in Standard Liability Insurance Manuals which most nearly reflect the operations of MUSEUM under this Lease Agreement.

The insurance policies required above shall be issued by companies authorized to do business under the laws of the State of Florida, with the following qualifications as to management and financial strength:

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

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

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

ARTICLE XIII
ASSIGNMENT; SUBLETTING
MUSEUM shall not assign transfer, mortgage, pledge or otherwise encumber or dispose of this Lease Agreement or sublet the Premises or any part thereof or permit the Premises to be occupied by any person or entities other than the MUSEUM.
ARTICLE XIV
SUCCESSORS IN INTEREST
It is hereby covenanted and agreed between the parties that all covenants, conditions, agreements, and undertakings contained in this Lease Agreement shall extend to and be binding on the respective successors and assigns of the respective parties hereto, the same as if they were in every case named and expressed.
ARTICLE XV
CANCELLATION
Notwithstanding anything contrary herein, this lease may be terminated by the COUNTY for the failure of MUSEUM to comply with any provision of this lease upon thirty (30) days written notice to MUSEUM.
ARTICLE XVI
DEFAULT
The failure by MUSEUM to observe or perform any of the covenants, conditions, or provisions of this Lease Agreement to be observed or performed by MUSEUM hereunder shall constitute a default and breach of this Lease Agreement by MUSEUM, where such failure continues for a period of thirty (30) days after written notice thereof by COUNTY to MUSEUM; provided, however, that if the nature of MUSEUM�s default is such that more than thirty (30) days are reasonably necessary for its cure, then MUSEUM shall not be deemed to be in default if MUSEUM commences such cure within said thirty (30) day period and thereafter at all times diligently prosecutes such cure to completion. In the event of a default or breach by MUSEUM, COUNTY may at any time thereafter pursue any remedy now or hereafter available to COUNTY at law or in equity.
ARTICLE XVII
NOTICES
It is understood and agreed between the parties hereto that written notice addressed and sent by certified or registered mail, return receipt requested, first class, postage prepaid and addressed as follows:
COUNTY: with copy to:
Real Estate Management Section Miami-Dade County
Facilities Planning and Development Division Attorney�s Office
General Services Administration Henry N. Gillman
111 N.W. First Street, Suite 2460 Assistant County Attorney
Miami, Florida 33128 3071 SW 38 Avenue, #526
Attn: Jerry Hall Miami, FL 33146

MUSEUM:
Dorothy Walker Bush Museum
3001 Hollywood Blvd.
Hollywood, FL 33021-7046
Attn: Anthony Campos

shall constitute sufficient notice to MUSEUM, and written notice addressed to COUNTY, and mailed or delivered to the address as stated above, shall constitute sufficient notice to COUNTY to comply with the terms of this Lease Agreement. Notices provided herein in this paragraph shall include all notices required in this Lease Agreement or required by law.
ARTICLE XVIII
WRITTEN AGREEMENT
This Lease Agreement contains the entire agreement between the parties hereto and all previous negotiations leading thereto, and it may be modified only by a written agreement executed by the COUNTY and MUSEUM and approved by a resolution of the Board of County Commissioners on behalf of the COUNTY.
ARTICLE XIX
RELOCATION FACILITY
MUSEUM shall provide the COUNTY with a secure facility that has at least 4,000 square feet of space and is suitable for the safe storage of the Department's equipment. Such facility (�Relocation Facility�) shall be no further than one mile from the Premises and shall be used solely by the COUNTY during the term of this LEASE. The Relocation Facility shall be subject to the COUNTY�s approval and acceptance. The MUSEUM shall be responsible for executing a lease that will enable the County to use the Relocation Facility and shall pay for the rent and all other costs associated with the COUNTY�s use of such Facility. MUSEUM shall arrange to transfer COUNTY�s equipment or allow COUNTY to transfer such equipment and shall pay or reimburse COUNTY for any sums paid by COUNTY for all actual out-of-pocket expenses COUNTY incurs in connection with moving from the Premises to the Relocation Facility. The MUSEUM shall also arrange to transfer COUNTY�s equipment or allow COUNTY to transfer such equipment and shall pay or reimburse COUNTY for any sums paid by COUNTY for all actual out-of-pocket expenses COUNTY incurs in connection with moving from the Relocation Facility back to the Premises. The Relocation Facility shall include a minimum of 5 parking spaces adjacent to the Relocation Facility for use by the COUNTY.

ARTICLE XX
RADON GAS
Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities may present a health risk to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from the Dade County Health Unit.

ARTICLE XXI
GOVERNING LAW
The MUSEUM shall comply with all applicable laws, ordinances, rules and regulations that apply to its operations on the Premises The laws of the State of Florida shall govern this lease. Venue in any proceedings involving this lease shall be in Miami-Dade County, Florida. MUSEUM covenants and agrees that during the term of this Lease Agreement MUSEUM will obtain any and all necessary permits and approvals and that all uses of the demised premises will be in conformance with all applicable zoning regulations.

IN WITNESS WHEREOF, COUNTY and MUSEUM have caused this Lease Agreement to be executed by their respective and duly authorized officers the day and year first above written.
(SEAL) HOLLYWOOD RAILROAD STATION MUSEUM, INC. d/b/a
DOROTHY WALKER BUSH MUSEUM

ATTEST:


By:
ATTEST:


By:
Sy Shapiro
President

(OFFICIAL SEAL)

ATTEST

HARVEY RUVIN, CLERK


By:
Deputy Clerk
MIAMI-DADE COUNTY, FLORIDA
BY ITS BOARD OF COUNTY COMMISSIONERS


By:
Steve Shiver
County Manager