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<br />Golden Strand Board of Directors <br />Letter of Intent <br />Page 4 of5 <br /> <br />8. Standard Provisions. The Lease Agreement including the standard <br />provisions and other items to be incorporated into the Agreement will be as customarily <br />included in real estate transactions of the type contemplated in this letter, in Miami-Dade <br />County. <br /> <br />a. Sublease. The City shall have the right to sublease the property under <br />the terms and conditions of the Ground Lease without the consent of Strand. <br /> <br />9. Representation and Warranty. By affixing his signature below, the <br />President represents he has authority to execute this Letter of Intent and he represents that <br />100% of the Board of Directors have agreed and consented to the terms and conditions <br />contained in this Letter. Alternatively, all members of the Board shall affix their <br />signatures below. <br /> <br />10. No Broker. The City and the Strand acknowledge that they have not dealt <br />with any broker in this contemplated transaction and shall indemnify each other from the <br />claims of any brokers or any parties seeking a real estate commission with respect to the <br />transaction contemplated herein. <br /> <br />I 1. Documentation. Immediately following the execution of this letter of <br />intent, the parties shall commence the negotiation of the terms and conditions of the <br />Agreement estimated to be completed within one hundred eighty (180) days, which shall <br />reflect the terms of this letter of intent; provided, however, no party hereto shall have any <br />obligation to enter into the Agreement unless such agreement or document is satisfactory <br />to such party in its sole and absolute discretion. All legal documents are to be prepared <br />by the City at its sole expense and are to be provided to the Strand for review and <br />approval. <br /> <br />12. Approval of the City Commission. This Letter of Intent is subject to the <br />approval of the City Commission. Failure of the City Commission to approve this letter <br />shall be deemed an automatic termination of this agreement. <br /> <br />13. Miscellaneous. This letter supersedes any and all prior discussions or <br />agreements (written or oral) between the parties regarding the contemplated transaction. <br />This letter may be executed in any number of counterparts each of which shall be deemed <br />an original, and all such counterparts together shall constitute one agreement. This letter <br />shall be construed in accordance with and governed by the laws of the State of Florida <br />and the venue shall be Miami-Dade County, Florida. <br /> <br />If the above terms are acceptable to you, please execute a copy of this letter and return <br />the same to us on or before seven (7) calendar days from the date of this letter. This Letter is <br />intended to facilitate an agreement on the principal business terms of a proposed lease. It does <br />not contain all of the terms of the lease and shall not be construed as a binding agreement. <br />Neither the Strand nor the City shall be bound by any of the provisions of this letter or by any <br />