Lease Surrender & Termination- Country ClubLEASE SURRENDER AND TERMINATION AGREEMENT
THIS LEASE SURRENDER AND TERMINATION AGREEMENT (this "Agreement") is executed
as of October ZG , 2020, by and between MIAMI SHORES VILLAGE ("Landlord") and PROFESSIONAL
COURSE MANAGEMENT II, LTD., a Florida limited partnership ("Tenant").
RECITALS
WHEREAS, Landlord and Tenant are parties to (i) that certain Agreement for Operation of Miami
Shores Country Club (the "Operating Agreement") and (ii) that certain Lease dated March 1, 1990 as
amended by that certain First Amendment to Lease dated May 1, 1991, that certain Second Amendment to
Lease dated March 3, 1992, that certain Third Amendment to Lease (mistakenly entitled "Second Amendment
to Lease") dated April _, 1998, that certain Fourth Amendment to Lease dated December 30, 1999, that
certain Fifth Amendment to Lease dated April 15, 2005, that certain Sixth Amendment to Lease dated January
13, 2011 and that certain Seventh Amendment to Lease dated September , 2020 (collectively, the "Lease",
and together with the Operating Agreement, the "Lease Agreements") whereby Landlord leased to Tenant that
certain premises commonly known as the "Miami Shores Country Club" located at 10000 Biscayne Blvd.,
Miami Shores, Florida 33138 (the "Premises");
NOW, THEREFORE, in consideration of the mutual covenants and agreements in this Agreement,
and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Landlord and Tenant hereby acknowledge and agree as follows:
1. Recitals; Definitions. The parties hereby acknowledge, confirm and agree that the foregoing
recitals are true and correct and are incorporated herein by reference. All defined terms used and not
otherwise defined herein shall have the meaning assigned to such terms in the Lease Agreements.
2. Termination Date; Surrender of Premises. Effective as of 11:59 p.m. on October 31, 2020
(the "Termination Date"), each of the Lease Agreements shall be deemed terminated and Tenant shall
surrender the Premises to Landlord together with the Surrender Property (as hereinafter defined) free of any
liens encumbering such Surrender Property (unless such liens are the result of the acts or omissions of
Landlord) and in reasonably good and functional operation and repair (excepting ordinary wear and tear).
Tenant hereby covenants, agrees and represents that it shall have no further right, title and interest in and to
the Lease Agreements and shall no longer be the holder of a leasehold interest in the Premises after the
Termination Date.
No Occupants-. Surrender Property: Surrender Payments.
(a) Tenant represents and warrants that the Premises shall be free of all subtenants and
licensees as of the Termination Date and there shall be no other persons and/or entities having any rights (by,
through or under Tenant) to a possessory interest in the Premises as of such date other than the independent
contractor who is currently operating the tennis facilities thereon as previously disclosed to and approved by
Landlord.
(b) Tenant hereby agrees that it shall not remove and shall surrender with the Premises,
on the Termination Date (i) any and all Landlord's Property (as defined in the Lease), (ii) any personal
property used in connection with the operation of the Premises which was purchased and installed, as
applicable, by Landlord at Landlord's expense, (iii) any New Equipment, if applicable, described in the
Operating Agreement and (iv) any fixtures permanently affixed to the Building (as defined in the Lease)
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which are not removable without substantial damage to the Building (collectively, the "Surrender Property");
provided, however, that (1) Tenant shall retain ownership and possession of Tenant's Property (as defined in
the Lease) and (2) with respect to any Surrender Property that is leased by Tenant, Tenant may assign to
Landlord's designated property manager all such leases as of the Termination Date.
(c) In connection with the surrender of the Premises and the termination of the Lease
Agreements, Tenant agrees to pay, in satisfaction of the outstanding rental payments due and payable by
Tenant to Landlord under the Lease Agreements, together with possession of the Premises, the following
amounts (collectively, the "Surrender Payment"): Tenant's proportionate share of non -Village ad valorem real
property taxes on the Premises for the 2020 calendar year (which, if based on an estimate, shall be subject to
adjustment within 90 days of the receipt of a final tax bill for the Premises for the 2020 calendar year). For
purposes hereof, Tenant's proportionate share of non -Village ad valorem real property taxes on the Premises
for the 2020 calendar year shall be deemed to be 75% (i.e., 9/12t111 of the calendar year).
(d) Landlord acknowledges and agrees that Tenant has sought reimbursement for certain
Hurricane Irma related cleanup expenses in the amount of $76,133.31(which represents the amount submitted
to FEMA for reimbursement by Landlord with respect to the Premises for work done by Tenant) and,
provided that such reimbursement has not been received by Tenant from FEMA (or Landlord) as of the
Termination Date, Landlord acknowledges that it shall be obligated to reimburse Tenant for such amount if
and when received after the Termination Date.
(e) The obligations set forth in this Section 3 shall survive the Termination Date and the
termination of the Lease Agreements.
4. Suspension of Rental Obligations. In consideration of an affiliate of Tenant agreeing to
manage the Premises on behalf of Landlord after the Termination Date, Landlord hereby agrees to suspend
and waive the requirement of Tenant to pay any rental amounts otherwise due and payable under the Lease
Agreements from and after August 1, 2020.
5. Mutual Release. Each party hereto on behalf of itself, and, its respective officers, directors,
agents, assigns, successors, shareholders, beneficiaries, legal representatives and personal representatives
(collectively, the "Releasing Parties"), does hereby remise, release, acquit, satisfy and forever discharge the
other party and their predecessors, successors, partners, officers, directors, employees, agents, attorneys,
insurers, subsidiaries, and all persons acting by, through, under or in concert with any of them, both past and
present (collectively, the "Released Parties") of and from any, and all manner of action and actions, cause and
causes of actions, suits, debts, dues, covenants, contracts, controversies, agreements, promises, damages,
judgments, claims and demands whatsoever, in law or in equity, which is known and/or asserted as of the date
hereof (collectively, "Claims"), which any of the Releasing Parties had, or now has against the Released
Parties in connection with the Lease Agreements; provided, however, that the foregoing release of the
Released Parties by the Releasing Parties shall not apply to: (i) any future third party Claims relating to the
Released Parties which are unknown and unasserted by the Released Parties as of the date hereof, (ii)
Landlord's obligation to reimburse Tenant for the FEMA payment described in Section 3(d) above; (iii)
Claims arising out of those obligations set forth in this Agreement; (iv) any obligations underthe Lease which
are expressly intended to survive the expiration or earlier termination of the Lease; or (v) those liabilities or
obligations that arise under that certain Management Agreement to be executed by the parties simultaneously
herewith.
6. Further Assurances. The parties hereby covenant and agree to sign, execute and deliver, or
cause to be signed, executed and delivered, and to do or make, or cause to be done or made, upon the written
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request of the other party, any and all agreements, instruments, papers, deeds, acts or things, supplemental,
confirmatory or otherwise, as may be reasonably required by either party hereto for the purpose of or in
connection with consummating the transactions described herein provided that compliance with the provision
of this Section b shall not increase the liability of the complying party.
7. Authorily. Tenant covenants and agrees that it has good right, full power and authority to
enter into this Agreement and surrender the Premises in the manner aforesaid, and that, as of the date hereof,
and continuing through the Termination Date, Tenant has not executed and shall not execute any other
instruments, deeds, or other documents pursuant to which the Lease Agreements and the unexpired residue of
the term thereof, shall in any way be charged, encumbered, transferred, or assigned.
8. Miscellaneous. In the event of any litigation between the parties under this Agreement, the
prevailing party shall be entitled to reasonable attorneys' fees and court costs through all trial and appellate
levels and proceedings (including, without limitation, fees to determine fees). This Agreement may be
executed by the parties signing different counterparts of this Agreement, which counterparts together shall
constitute the agreement of the parties. This Agreement may also be transmitted between the parties by
facsimile machine or electronically by email. The parties intend for faxed and/or electronically transmitted
signatures to constitute original signatures and a faxed and/or electronically transmitted Agreement containing
the signatures (original, faxed, and/or emailed) of all parties is binding on the parties. This Agreement shall
be governed and construed in accordance with the laws of the State of Florida applicable to agreements made
and to be performed within such state without regard to principles of conflict of laws. The illegality,
invalidity, or unenforceability of any provision of this Agreement under the laws of any jurisdiction shall not
affect the legality, validity, or enforceability of this Agreement under the laws of any other jurisdiction, nor
the legality, validity, or enforceability of any other provision. This Agreement shall be binding upon and
inure to the benefit of Landlord and Tenant and their respective successors and assigns.
9. WAIVER OF JURY TRIAL. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVE ANY RIGHT THAT ANY PARTY MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS AGREEMENT OR ANY OTHER DOCUMENTS EXECUTED IN
CONNECTION HEREWITH, OR IN RESPECT OF ANY COURSE OF CONDUCT, STATEMENTS
(WHETHER ORAL OR WRITTEN), OR ACTIONS OF EITHER PARTY. THIS PROVISION IS A
MATERIAL INDUCEMENT FOR EACH OF THE PARTIES TO ENTER INTO THIS AGREEMENT.
[SIGNATURE PAGE ATTACHED]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth
above.
WITNESSES:
Print Name:
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LANDLORD:
MIAMI SHORES VILLAGE
By. -
Name: Tom Benton
Title: Village Manager
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TENANT:
PROFESSIONAL COURSE MANAGEMENT II,
LTD., a Florida limited partnership
By: Professional Course Management II, Inc.,
its general partner
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