HomeMy WebLinkAboutSEOPW-CRA-1996-05-20-Discussion Item 04I CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM i'
TO: Board of Directors DATE: May 20,1996 FILE:
Community Redevelopment Agency
SUBJECT: Costs Estimates for
New Office Space
FROM: Herbert J. B4men
REFERENCES:
Executive DENCLOSURES:
CommunityAgency
The attached are the three cost estimates for the interior improvements of the
new CRA offices in the Citadel Building. The Shawe-Ager Construction
Company, the building's original contractor, has submitted the lowest bid at
$133,795. In addition, the CRA has estimated the cost of certain mmdular
partitions, cubicals, office furniture, and carpeting at approximately $62,000. All
communications/telephone related costs will be obtained by the City's
Communications Office. Should you have any questions, please advice.
Enclosures
CONSTRUCTION BID FOR THE COMMUNITY REDEVELOPMENT AGENCY
l 4 THE CITADEL BUILDING
Item.No.
Item Descuiption
Cost
1
Permits & any and all fees
By Owner
2
Supervision
6,000.00
3
Pro./final clean up
1,200.00
4
Trash removal
1.035.00
5
Finish carpentry
1,100.00
6
Cabinets (uppqE& Lowe
1,650.00
7
Insulation
4,900.00
a
.Roof patching
450.00
9
3M1 fire collar
75.00
10
Glass/glazingGlass/glazing
2,595.00
11
Metal frames
762.00
12
Wood doors
1.655.00
13
Hdwr
1,915.00
14
Paneifold door
4,090.00
15
Drywpli/framing
32,500,00
16
Acoustical
7,780.00
17
Painting
4,100.00
18
Si na e
By Owner
19 lPlumbing
allowance
500,00
20
HVAC
19,740.00
21
Fire S 'nkler
3,600.00
22
Fire extinguishers
200.00
23
Electrical
21,585.00
24
Light fixtures allowance)
4.200.00
25
Subtotal
121,632.00
26
Overhead & Profit
12,163.00
27
Total
$133,796.00
fn: crabid BID SFN T13Y.SHAWE-AGER CONSTRUCTION, INC.
CHISHOLM BROTHERS, INC.
1875 N. E.168th Street
North Miami Beach, Fla 33162
STATE LICENSE- GENERAL & IIVAC CONTRACTOR
LINTY LICENSE -� GENERAL ENGINEERING CONTRACTOR
CG C807723
CA CO253d2
E94302
Proposal Submitted To
Date: May 14, 1996
Work to be Performed At
City of Miami, Community Redevelopment Agency Citadel Building
300 Biscayne Blvd. Way, Suite 400 City of Miami
Miami, Florida Miami, Florida
We hereby propose to fiunish the materials and perform the labor necessary for the
completion of the following:
SCOPE OF WORK PER PLANS AND SPECIFICATIONS
EXCLUSION 9 NO CABINETS, PLUMBING, FLOOR COVERING, BASE, AND OPENINGS IN ROOF
NOTE., ALL ITEMS NOT SPECIFIED ON THE PLANS ARE TO BE STANDARD INDUSTRY QUALITY. s4,000
ELECTRIC FIXTURE ALLOWANCE INCLUDED IN THIS BID PRICE. USE OF EXISTING CONDENSER STAND ON
ROOF. USE OF FIBERGLASS DUC %'ORK.
AiI material is guaranteed to .be as specified, and the above work to be performed in
accordance with the drawings and specifications submitted for above work and completed
in a substantial workmanlike manner for the sum of ONE HUNDRED FIFTY FIVE
THOUSAND ONE HUNDRM FORTY ONE & NO1100 ($155,141 0) with payments
to be made as follows:
UPON INVOICE
Respectfully submitted
INC.
ACCEPTANCE OF PROPOSAL
The above prices, specifications and conditions are satisfactory and are hereby accepted.
You are authorized to do the work as specified. Payments will be made as outlined
above.
Date
Signature_
Signature.
Harrison
Construction Corporation
C010111 UNITY ]REMBLOPMENT AGENCY 5/17/96
CONSTRUCTION BUDGET
C81 NO. CATEGORY-IRUDGET PRICE
01000
Q -nM CONDITIONS
S
26,270.00
06100
CARPENTRY
S
6,500.00
08100
HMDF / DOORS
$
3,480.00
03200
STOREFRONT
$
4,800.00
08700
HARDWARE ALLOWANCE
$
5,250.00
09200
ACOUSUCAL CEILING
S
8,700.00
09230
DRYWALL (OM M WALL$)
$
18,350.00
DRYWALL (DEMING WALL)
$
6,400.00
09900
PAINTING
$
5,680.00
10522
FIRE PROTEMON
S
750.00
15300
FIRE SPRINKLER ALLOWANCE
$
4,100.00
15400
PLUMHINGALLOWANCE
$
4,000.00
IS500
HVAC ALLOWANCE
$
22,040.00
16200
ELECTRICAL ALLOWANCE
$
69,500.00
TOTAL CONSTI;tUMON BUDGET
EtCLUSM OF FWD FEE $ 185,820.00
FIXED FEE $ 24,000.00
TOTAL BUDGET $ 209,820.00
000 N.W. 54th Street, Miami, Florida 33127 . Phone: 305; 75 f-Ob21 Fax: 305/ 759-4011
X 00164 CGC 001212 CCC 009122 (.C.r 0<'4742 CGC M.11H
LESSOR:
LESSEE:
TYPE OF BUSINESS:
L E
A
S
E
A
G
R
E
E
M
E
N
T
CITADEL ARENA CORPORATION,
a Florida corporation
SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF MIAMI
OFFICES
LOCATION: 49 N. W. 5TH STREET
MIAMI, FLORIDA
SUITE (THIRD FLOOR]
TERM: FIVE (5) YEARS, WITH THREE (3)
FIVE (5) YEAR RENEWAL OPTIONS
TABLE OF CONTENTS
LEASE AGREEMENT between CITADEL ARENA CORPORATION and SOUTHEAST
OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF
MIAMI dated
1.
LEASED PREMISES . . . . . . . . . . . . . . . . . .
. . 1
2.
TERM OF LEASE . . . . . . . . . . . . . . . . . . .
. . 2
3.
ANNUAL RENT . . . . . . . . . . . . . . . . . . . .
. . 2
4.
RENEWAL OPTIONS . . . . . . . . . . . . . . . . . .
. . 2
5.
GROSS LEASE . . . . . . . . . . . . . . . . . . .
3
6.
a
USE OF PREMISES . . . . . . . . . . . . . . . . . .
. . 4
7.
LEASEHOLD IMPROVEMENTS . . . . . . . . . . . . . . .
. . 4
(a) Lessor's Improvements . . . . . . . . . . . . .
. . 4
(b) Lessee's Improvements . . . . . . . . . . . . .
. . 5
8.
REPAIRS . . . . . . . . . . . . . . . . . . . . . .
. . 6
8.1 Lessor's Repairs . . . . . . . . . . . . . . .
. . 6
8.2 Lessee's Repairs . . . . . . . . . . . . . . .
. . 7
9.
PERSONAL PROPERTY AND REMOVAL BY LESSEE . . . . . .
. . 8
10.
MECHANICS' LIENS . . . . . . . . . . . . . . . . . .
. . 8
11.
LESSEE'S INDEMNITY AND INSURANCE . . . . . . . . . .
. . 8
11.1 Indemnity . . . . . . . . . . . . . . . . . . .
. . 8
11.2 Insurance Coverage . . . . . . . . . . . . . .
. . 9
11.3 Lessor's Insurance . . . . . . . . . . . . . .
. . 9
11.4 Waiver of Subrogation . . . . . . . . . . . . .
. . 10
12.
ASSIGNMENT AND SUBLETTING . . . . . . . . . . . . .
. . 10
13.
INSOLVENCY . . . . . . . . . . . . . . . . . . . . .
. . 11
14.
DEFAULT . . . . . . . . . . . . . . . . . . . . . .
. . 11
14.1 Lessee's Default . . . . . . . . . . . . . . .
. . 11
14.2 Lessor's Default . . . . . . . . . . . . . . .
. . 12
15.
UTILITIES AND SERVICES . . . . . . . . . . . . . . .
. . 13
16.
ENTRY AND INSPECTION . . . . . . . . . . . . . . . .
. . 14
17.
LESSOR'S TITLE AND WARRANTIES . . . . . . . . . . .
. . 14
18.
CONDEMNATION . . . . . . . . . . . . . . . . . . . .
. . 15
18.1 Total -Permanent . . . . . . . . . . . . . . . .
. . 15
18.2 Partial -Permanent . . . . . . . . . . . . . . .
. . 16
18.3 Total -Temporary . . . . . . . . . . . . . . . .
. . 16
18.4 Partial -Temporary . . . . . . . . . . . . . . .
. . 17
18.5 Arbitration . . . . . . . . . . . . . . . . . .
. . 17
18.6 No Proposed Condemnation . . . . . . . . . . .
. . 18
19.
NON -DISTURBANCE . . . . . . . . . . . . . . . . . .
. . 19
20.
CASUALTY . . . . . . . . . . . . . . . . . . . . . .
. . 20
21.
RECIPROCAL OBLIGATIONS . . . . . . . . . . . . . . .
. . 20
22.
CAPTIONS . . . . . . . . . . . . . . . . . . . . . .
. . 21
23.
COUNTERPARTS . . . . . . . . . . . . . . . . . . . .
. . 21
24.
SEVERABILITY . . . . . . . . . . . . . . . . . . . .
. . 21
25.
PARTIES IN INTEREST . . . . . . . . . . . . . . . .
. . 21
26.
ENTIRE AGREEMENT . . . . . . . . . . . . . . . . . .
. . 22
27.
GOVERNING LAW . . . . . . . . . . . . . . . . . . .
. . 22
28.
TIME . . . . . . . . . . . . . . . . . . . . . . . .
. . 22
i
2 9 .
GENDER . . . . . . . . .
. . .
. . . . . . . .
. . . . . 22
30.
NOTICES . . . . . . . .
. . .
. . . . . . . .
. . . . . 22
31.
BROKER . . . . . . . .
. . .
. . . . . . . .
. . . . . 23
32.
ALLOWANCE OF ATTORNEY'S
FEES .
. . . . . . . .
. . . . . 23
33.
CONSENTS . . . . . . .
23
34.
RIGHT TO PERFORM LESSOR'S
COVENANTS . . . . .
. . . . . 24
35.
CONFIDENTIALITY . . . .
. . .
. . . . . . . .
. . . . . 24
36.
PARKING
24
36.1 Assigned Parking .
. . .
. . . . . . . .
. . . . . 24
36.2 No Flooding . . . .
. . .
. . . . . . . .
. . . . . 25
37.
RIGHT OF FIRST REFUSAL .
.
25
38.
STANDARDS OF MANAGEMENT
AND OPERATION . . . .
. . . . . 26
39.
RADON GAS . . . . . . .
. . .
. . . . . . . .
. . . . . 27
40.
CONSENT . . . . . . . .
. . .
. . . . . . . .
. . . . . 27
41.
LICENSE . . . . . . . .
. . .
. . . . . . . .
. . . . . 27
EXHIBITA ..................
1
page ......................
EXHIBIT B ...................1
page ......................
EXHIBIT C ...................1
page ......................
EXHIBIT D ...................1
page ......................
ADDENDUM ....................3
pages .....................
ii
LEASE AGREEMENT
THIS LEASE AGREEMENT made as of this day of ,
1996, by and between CITADEL ARENA CORPORATION, a Florida
corporation ("Lessor"), and SOUTHEAST OVERTOWN/PARK WEST COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, ("Lessee").
1. LEASED PREMISES.
In consideration of the mutual covenants and agreements
contained herein, Lessor hereby leases to Lessee, and Lessee leases
from Lessor the premises shown on the outline attached hereto as
Exhibit A (the "Premises"), comprised of approximately 4,400 usable
square feet, which Premises are on the third floor of that certain
office building (the "Building"), the address of which is 49 N.W.
5th Street, Miami, Florida, and the legal description of which is
attached hereto as Exhibit B (the Building and the real property on
which it is located being herein sometimes collectively referred to
as the "Project"). Prior to the Commencement Date set forth in
Section 2, below, Lessor shall furnish to Lessee a certificate of
Lessor's architect confirming the usable square footage of the
Premises and the Building, in accordance with current
BOMA/ANSI/Z65.1 1980 standards. To the extent such certificate
shall disclose a measurement of usable square footage which differs
from the figure set forth above, the Annual Rent set forth herein
shall be recomputed, as the product of $16.00 times the actual
total usable square footage of the Premises; provided, however,
that if such measurement shall disclose that the usable square
footage is greater than 4,620 usable square feet, Annual Rent shall
1
be adjusted as if the usable square footage was equal to 4,620
usable square feet.
I 2. TERM OF LEASE.
i
This Lease is for a term of Five (5) years beginning on
August 1, 1996 (the "Commencement Date"), and ending on July 31,
2001 (the "Initial Term"). Lessor and Lessee agree to execute a
i
memorandum of lease in recordable form expressing the material
terms of this Lease including the Commencement Date, termination
dates of the Initial Term and Option Terms and the Right of First
Refusal elsewhere described herein.
i
3. ANNUAL RENT.
Lessee agrees to pay to Lessor each Lease Year (the term
i
"Lease Year" shall mean the first consecutive twelve month period
beginning on the Commencement Date of the Lease and each succeeding
twelve month period thereafter during the Lease Term) during the
Lease Term annual rent ("Annual Rent") in the amount of $70,400.00,
payable in equal monthly installments, plus applicable State of
Florida sales tax, in advance, without demand, on the first day of
each calendar month, prorated for any partial month hereunder.
4. RENEWAL OPTIONS.
Lessor hereby grants to Lessee the option(s) (the "Options")
to renew this Lease for three (3) additional term(s).of five (5)
years (the."Option Term(s)") each following the expiration of the
preceding term, upon the terms and conditions set forth herein.
Lessor shall provide Lessee with written notice of the expiration
of the Initial Term, or, if applicable, the Option Term at least
2
one hundred twenty (120) days, but not sooner than one hundred
eighty (180) days before the date of such expiration and 'Lessee
shall be entitled to exercise the then applicable option by written
notice to Lessor within sixty (60) days thereafter. Lessee shall
not be deemed to have exercised any Option without written notice
to Lessor thereof. The Initial Term and exercised Option Term (s),
if any, shall collectively constitute the "Lease Term". The Annual
Rent for each Lease Year of each Option Term shall be as follows:
(i) for each Lease Year of the First Option Term, Annual Rent shall
be $73,920.00; (ii) for each Lease Year of the Second Option Term,
Annual Rent shall be $77,616.00; and (iii) for each Lease Year of
the Third Option Term, Annual Rent shall be $81,496.80; the Annual
Rent for each such Lease Year during each such Option Term shall be
payable in monthly installments, on the commencement date of such
Option Term and monthly thereafter, each in an amount equal to one -
twelfth (1/12th) of the Annual Rent so calculated for such Lease
Year.
5. GROSS LEASE.
Except as herein expressly provided, Lessee shall have no
liability whatsoever for operating expenses, common area
maintenance expenses, insurance expenses, real property taxes,
water and sewer charges or any other costs whatsoever, in
connection with the Premises, the Building or•the Project, it being
acknowledged and agreed that this Lease is a gross lease.
3
6. USE OF PREMISES.
1
The Premises may be used for office and ancillary uses.
i
Lessor hereby warrants that the foregoing uses are permitted to be
carried on in the Premises under applicable county and other
governmental laws and regulations affecting the Premises.
7. LEASEHOLD IMPROVEMENTS.
(a) Lessor's Improvements. Lessor shall complete the
improvements described on Exhibit C attached hereto and hereby made
a part hereof (the "Lessor's Improvements") and shall deliver the
Premises with such Lessor's Improvements substantially completed to
Lessee no later than the Commencement Date. The term
"substantially completed" shall mean that (i) Lessor shall have
obtained a certificate of completion for Lessor's Improvements, and
(ii) Lessor has provided a statement to Lessee from Lessor's
architect to the effect that Lessor's Improvements have been
substantially completed, subject only to punch list items which
shall not materially affect Lessee's ability to occupy the
Premises. Lessor shall pursue the completion of all punch list
items diligently and shall complete same within thirty (30) days
following the Commencement Date. In the event Lessor shall not
deliver the Premises with the Lessor's Improvements therein
substantially completed by the Commencement Date set forth in
Section 2 hereinabove, the Commencement Date shall be postponed on
a day for day basis, and Annual Rent shall be abated, on a per diem
basis, at the rate of two (2) days for each one day of delay. If
the Commencement Date shall be delayed to a date later than
4
September 1, 1996, Lessee shall thereafter have the right to
terminate this Lease upon notice to Lessor, in writing, in which
' I
3 event Lessor shall reimburse Lessee for all expenses incurred by
jLessee in connection with this Lease and this Lease shall be void
and of no further force or effect. Lessor hereby warrants that
Lessor' s work shall be completed in a good workmanlike manner, free
of defects in materials or workmanship, and in compliance with all
applicable federal, state and local laws, rules and regulations,
including, without limitations, the Dade County Building Code and
the Americans with Disabilities Act (the "ADA"); Landlord shall be
responsible for insuring that the Premises, the Building and the
Project comply with all requirements of the ADA. Landlord shall
remedy any patent defect in Lessor's Improvements which Lessee
shall notify Lessor of, within forty-five (45) days following the
delivery of the Premises, and Lessor shall remain responsible
thereafter for repairing all latent defects not reasonably
discoverable or discernable within such forty-five (45) day period,
promptly following receipt of notice thereof from Lessee.
(b) Lessee's Improvements. During the period thirty
(30) days prior to the Commencement Date, and thereafter throughout
the Lease Term, Lessee shall have access to the Premises and may,
at its expense, make such interior and non-structural alterations
or improvements to the Premises as shall be necessary or desirable.
for the operation of Lessee's business, without the consent of
Lessor. Lessee shall obtain, prior to the commencement of such
improvements, any and all permits required by the appropriate
5
r
! governmental authorities to make such improvements and Lessor
s
agrees to reasonably assist and cooperate with Lessee in securing
any such permits.
i
8. REPAIRS.
8.1 Lessor's Repairs. Lessor, during the Lease Term
shall, at its expense, be obligated to repair and maintain the
i
following:
(i) the roof of the Premises and the Building;
i
(ii) all structural components of the Premises and
f the Building;
(iii) pipes and plumbing throughout the Premises and
the Building;
(iv) electrical and mechanical components and HVAC
systems throughout the Premises and the
Building;
i
(v) driveways, parking areas, paved areas and
sidewalks of the Project;
(vi) lobbies, elevators, restrooms and common areas
serving the Building and Project;
(vii) foundations and subfloor of the Building; and
(viii) exterior walls.
Lessee shall give Lessor written notice of any needed repairs which
are the obligation of Lessor. Lessor shall complete such repairs
within thirty (30) days from the date of such notice; provided,
however, if such repairs are an emergency or are repairs which if
not completed would prevent the normal operation of Lessee's
business on the Premises, Lessee may orally give notice to Lessor
and Lessor shall immediately commence such repairs and perform such
work diligently until such repairs are completed. Lessor shall
C
pursue all such repairs promptly upon receipt of notice thereof and
shall work diligently to completion in a manner so as not to
materially or unreasonably interfere with Lessee's use or
occupancy. If any repair work cannot reasonably be accomplished
within the time frame provided above, and Lessor has begun and is
diligently pursuing such repair, Lessor shall be entitled to
reasonable time extensions for completion of such repair work.
8.2 Lessee's Repairs. Lessee, during the Lease Term
shall, at its expense, maintain the Premises in good order and
condition, reasonable wear and tear and casualty excepted. Lessee
further agrees that all damage or injury done to or on the Premises
by Lessee or by any person, other than Lessor or Lessor's agents,
servants, employees, invitees, licensees and contractors, shall be
repaired by Lessee at its expense; provided, however, Lessee shall
not be obligated to make any repairs or replacements required as a
result (i) any defective condition in -any component of the Premises
as same were delivered by Lessor to Lessee, or (ii) damage caused
by Lessor or by Lessor's failure to timely perform its duties and
obligations elsewhere provided herein, or (iii) damage caused by
Casualty, as defined in paragraph 20 hereof, or any cause covered
by the extended coverage insurance required -to be carried by
Lessor, irrespective of any negligence on the part of Lessee or any
other person causing such damage. Lessee agrees at the expiration
of the Lease Term or upon the earlier termination thereof, to
surrender the Premises in good condition and repair, reasonable
wear and Casualty excepted.
VA
9. PERSONAL PROPERTY AND REMOVAL BY LESSEE.
Upon the expiration or sooner termination of this Lease, or
any renewal hereof, Lessee shall have the right to remove all of
its leasehold improvements, its movable personal property,
equipment and trade fixtures placed in or on the Premises.
Alterations or improvements of a permanent nature made by Lessee
during the Lease Term shall remain the property of Lessor upon such
expiration or termination. Lessee agrees to repair any damage
which may be caused by Lessee's removal of its property pursuant to
the provisions of this paragraph.
10. MECHANICS' LIENS.
i
The parties supplying labor, materials or services to Lessee
i
which could be the subject matter of a mechanic's or other.similar
i
lien are hereby put on notice that no claim of lien may ever be
had, obtained or otherwise filed against Lessor's interest in the
Premises and all such parties shall look solely to Lessee and
Lessee's interest in the Premises for payment. Lessee agrees that
within thirty (30) days after it has been notified of the filing of
any claim of lien resulting from Lessee's activities, Lessee will
either pay or bond any mechanic's or other similar lien which is
filed against the Premises by reason of Lessee's work thereon.
11. LESSEE'S INDEMNITY AND INSURANCE.
11.1 Indemnity. Lessee agrees to indemnify and hold
harmless Lessor against and from any and all claims or demands for
loss or damage to property or for injury or death to any person
from any cause whatsoever while on the Premises during the Lease
[3
Term, except to the extent such loss or damage to property or
injury or death was caused by the negligence or act or omission of
Lessor or Lessor's employees, agents, invitees, licensees and
contractors or was caused by the breach by Lessor of its
obligations hereunder.
i
11.2 Insurance Coverage. Lessee agrees to acquire and
maintain at its sole cost and expense public liability insurance
against property damage or personal injury arising out of the use
of or occurring on or about the Premises with liability limits of
Two Hundred Fifty Thousand Dollars ($250,000.00) for property
damage and One Million Dollars ($1,000,000.00) for death or
personal injury of a single person or for death or personal injury
in any one accident (or the equivalent in self-insurance). Lessor
shall be named as a co-insured on all such policies and Lessee,
upon request by Lessor, shall furnish Lessor a certificate of the
insurer indicating such coverage to be in effect. Nothing in this
paragraph shall prevent Lessee from fulfilling its obligations
under this paragraph by a blanket insurance policy or policies.
covering other properties as well as the Premises, provided the
amount of the total insurance allocated to the Premises shall not
be less than the amounts required in this paragraph. Any insurance
policy required hereunder shall contain an agreement by the insurer
that such policy will not be canceled without at least thirty days'
written notice to Lessor.
11.3 Lessor's Insurance. Lessor shall maintain in effect
policies of property insurance and public liability insurance with
9
respect to the Building, in such amounts as a prudent Lessor of a
comparable property would carry, and in no event less than eighty
percent (800) (or such greater percentage that shall be necessary
to comply with the provisions of any co-insurance clauses in its
policy) of the replacement cost of the Project. At Lessee's
request, Lessor shall furnish to Lessee evidence of such insurance.
11.4 Waiver of Subrogation. Lessor and Lessee hereby
waive their rights to recover damages against each other to the
extent the damaged party is entitled to recover the same from its
insurance carrier. Each of the insurance policies procured by
Lessor and Lessee shall contain an express waiver of any right of
subrogation by the insurance company, against Lessor or Lessee, as
the case may be.
12. ASSIGNMENT AND SUBLETTING.
Lessee and Lessee's successors or assigns may assign,
transfer, lease or sublet the Premises, in whole or in part, with
the prior written consent of Lessor, which consent shall not be
unreasonably withheld or delayed. This provision shall apply to
each successive assignment hereunder by Lessee or by any subsequent
assignee, lessee or transferee. Notwithstanding the foregoing,
this Lease may be assigned, or the Premises may be sublet, in whole
or in part, at any time and without the consent of Lessor, to any
agency or subdivision of the City of Miami. In the event of any
assignment, Lessee shall be released from its obligations under
this Lease.
10
13. INSOLVENCY.
If any proceedings in bankruptcy or insolvency are filed
against Lessee or if any writ of attachment or writ of execution is
levied upon the leasehold interest of Lessee provided herein and
such proceedings or levy shall not be released or dismissed within
sixty (60) days thereafter, or if any sale of the leasehold
interest hereby created or any part thereof should be made under
any execution or other judicial process, or if Lessee shall make
any assignment for the benefit of creditors or shall voluntarily
institute bankruptcy or insolvency proceedings, Lessor, at Lessor's
election, may re-enter and take possession of the Premises and
remove all persons therefrom and may, at Lessor's option, terminate
this Lease. In addition to the rights and remedies provided above,
Lessor shall have the right to re-enter and take possession of the
Premises -and relet the Premises in the name of Lessor for such term
or terms, on such conditions and for such uses and purposes as
Lessor, in its sole discretion, may determine. Lessor may collect
and receive all rents derived therefrom and apply the same, after
deduction of all appropriate expenses of reletting, to the payment
of the Annual Rent with Lessee remaining liable for any deficiency.
14. DEFAULT.
14.1 Lessee's Default. If Lessee fails to pay the Annual
Rent or any part thereof when due and such failure shall continue
for a period of thirty (30) days after written notice thereof from
Lessor to Lessee, or if Lessee fails or neglects to perform, meet
or observe any of Lessee's other obligations hereunder and such
11
failure or neglect shall continue for a period of thirty (30) days
after written notice thereof from Lessor to Lessee, then Lessor, at
any time thereafter, by written notice to Lessee, may lawfully
declare the termination of this Lease and re-enter the Premises or
any part thereof and by due process of law expel and remove Lessee
or any person or persons occupying the Premises and may remove
therefrom and return to Lessee all personal property belonging to
Lessee without prejudice to any remedies which might otherwise be
used for the collection of arrears Annual Rent to the date of such
termination. Prior to such termination, if the Premises become
vacant as a result of a default caused by Lessee, Lessor shall use
reasonable efforts to re -rent the Premises to mitigate Lessee's
liability hereunder. Notwithstanding any other provisions of this
Lease, where the curing of an alleged default requires more than
the payment of money, and the work of curing such default cannot be
reasonably accomplished within the time permitted, and Lessee has
begun and has diligently pursued the curing of such default, Lessee
shall be entitled to reasonable time extensions to permit the
completion of the work of curing such default, as a condition
precedent to any re-entry by Lessor or termination of the Lease by
Lessor.
14.2 Lessor's Default. If Lessor fails to perform any of
its covenants or obligations hereunder and such failure or neglect
shall continue for a period of thirty (30) days after written
notice thereof, Lessee may, at its option at any time thereafter,
by written notice to Lessor, terminate this Lease and surrender the
12
Premises to Lessor without thereby waiving any right of• action
against Lessor for damages. Notwithstanding the foregoing, where
the curing of an alleged default requires more than the payment of
money, and the work of curing such default cannot be reasonably
accomplished within the time permitted, and Lessor has begun and
has diligently pursued the curing of such default, Lessor shall be
entitled to reasonable time extensions to permit the completion of
the work of curing such default, as a condition precedent to any
termination of the Lease by Lessee.
15. UTILITIES AND SERVICES.
Lessor shall furnish to Lessee electricity, water, HVAC
services and automatically operated elevator service during
business hours, and daily janitorial services and supplies. Lessor
further agrees to furnish heat from a central heating plant and air
conditioning by means of the central air conditioning system during
the appropriate seasons of the year, during business hours. For
purposes hereof, "business hours" are the hours of 7 a.m. to 7
p:m., Monday through Friday, and Saturdays between the hours of 8
a.m. and 1:30 p.m. (exclusive of holidays). Lessor shall also
furnish electricity, water, elevator services and heating,
ventilating and air conditioning at such other times as are not
provided for herein, provided Lessee shall give written request to
Lessor before noon of the business day preceding the day on which
such extra usage shall be required and Lessee shall bear the cost
of such additional service, at a rate equal to that charged to
Lessor. Without limiting the foregoing, Lessor shall provide
13
W
janitorial services, at no cost to Lessee which shall be equal in
quality to those which are usual and customary for office buildings
of comparable age, quality and size, in Miami, Florida; such
service shall include, without limitation, daily cleaning of the
carpet, floors, walls, sills and ledges, and general dusting,
emptying of waste receptacles and replacement of building standard
lightbulbs throughout the Premises and common areas, elevators,
bathrooms, and lobbies of the Building and Project.
16. ENTRY AND INSPECTION.
Lessor shall be permitted to enter and inspect the Premises at
all reasonable times, and upon reasonable advance notice to Lessee
(not less than 24 hours), provided such inspection shall not
restrict access to the Premises or otherwise unreasonably disrupt
Lessee's business.
17. LESSOR'S TITLE AND WARRANTIES.
Lessor covenants and warrants that:
(1) it will have a certificate of occupancy and all
other permits and authorizations from the
appropriate governmental authorities required with
respect to the Premises;
(2) the Premises and the Lessor's Improvements are, or
by the Commencement Date, will be in compliance
with all applicable building codes and zoning
requirements and restrictions;
(3) Lessor owns fee simple title to the Premises
subject only to zoning, encumbrances, easements,
rights -of -way, reservations, restrictions,
covenants and limitations and conditions of record,
which do not prohibit, restrict or affect the
rights of Lessee to operate its business as set
forth in paragraph 6 hereof;
(4) Lessor leases from the City of Miami both the
Adjacent Lot and the Cross -Street Lot, as described
14
in Section 36.1, below for a term that extends
beyond the Lease Terms hereof (the "Parking Lot
Leases"), and such Parking Lot Leases are and shall
throughout the Lease Term remain in good standing
and in full force and effect;
(5) Lessee will have peaceful and quiet possession
thereof; and
i
(6) it and the person executing this Lease on behalf of
the Lessor have the right, power and authority to
i
make this Lease for the Lease Term.
18. CONDEMNATION.
18.1 Total -Permanent. If at any time during the Lease
i
Term, the entire Premises or, in the judgment of Lessee, such a
,
substantial portion thereof as would render the balance of the
Premises unsuitable for the use to which the Premises were being
utilized immediately prior thereto by the Lessee, shall be taken or
appropriated by any competent authority for public or quasi -public
use, this Lease, at the option of Lessee, will terminate upon the
date possession of the Premises is surrendered to the condemning
authority, at which time all rights and obligations between the
parties shall cease and Annual Rent and other charges shall be
apportioned. A substantial taking as would render the use of the
Premises not suitable for Lessee's use shall include, but not be
limited to, the taking of any portion of the building used by
Lessee, fifteen percent or more of the then -existing parking area
not promptly replaceable by Lessor from contiguous land, or the
loss of the rights of ingress and egress unless comparable access
immediately can be made available. Notwithstanding any provision
of this Lease or operation of law that leasehold improvements
become the property of Lessor at the expiration of the Lease Term,
15
the loss of improvements paid for by Lessee, the loss of Lessee's
leasehold estate, and such additional relief as may be provided by
law shall be the basis of Lessee's damages against the condemning
authority if a separate claim therefor is allowable unaer
applicable law, or shall be the basis of Lessee's damages in the
allocation of a total award if only one award is made with respect
to the Premises.
18.2 Partial -Permanent. In the event of a permanent
partial taking or appropriation of the Premises not resulting in a
termination of this Lease pursuant to paragraph 18.1 above, Lessee
shall be entitled to a reduction of rent in such amount as shall be
i
just and equitable. In consideration of such reduction of the
I Annual Rent, Lessee waives any claim for damage to or loss of its
i
leasehold improvements, all of such award being payable to Lessor,
l who shall use so much thereof as may be necessary to restore the
Premises as nearly as possible to its condition as of the
Commencement Date as soon as is reasonably possible. Lessee shall
i
have the option to perform such restoration, provided the whole of
I
such award or such portion thereof as may be necessary to
accomplish the restoration is made available to Lessee.
18.3 Total -Temporary. If the whole of the Premises or
such portion thereof as would render the use of the Premises not
suitable. for Lessee's use as set forth in paragraph 6 hereof shall
be taken for a period of one month or less, all Annual Rent payable
to Lessor which is the obligation of Lessee pursuant to the terms
of this Lease shall not abate during the time possession of such
16
portion of the Premises is surrendered to the taking authority;
provided, however, all other obligations of Lessee hereunder shall
abate until such time as possession is restored to the Lessee. The
basis for Lessee's damages against the condemning authority, if
allowable, or in the allocation of a single award with respect to
the Premises, shall be such as suffered by Lessee for the
interruption of Lessee's business and such additional relief as may
be provided by law. If such taking shall extend beyond one month,
the taking shall, at the option of Lessee, for the purposes of this
Lease be considered permanent with the basis of Lessee's damages
computed as a "Total -Permanent" taking.
18.4 Partial -Temporary. If less than the whole of the
Premises or less than such portion thereof as would render the use
of the Premises not suitable for Lessee's purposes pursuant to
paragraph 6 hereof is taken! Lessee shall be entitled to a
reduction of the Annual Rent as is just and equitable until such
date as possession of the entire Premises is fully restored to
Lessee. In consideration of such reduction of Annual Rent, Lessee
waives all rights to any portion of the award as may be payable to
Lessor.
18.5 Arbitration. Should Lessor and Lessee be unable to
agree as to the division of any single award with respect to the
Premises or the amount of any reduction of Annual Rent and other
charges, such dispute shall be settled as provided in this
subparagraph. If the parties are unable, after good faith
negotiations which each party hereby covenants to undertake with
17
a
regard to any such dispute, to settle such dispute amicably within
thirty days of the commencement of such negotiations, unless
otherwise agreed by the parties, either party may commence
arbitration by notifying the other in writing that arbitration is
demanded with respect to such dispute. Any such dispute shall be,
settled by arbitration in accordance with the commercial rules of
the American Arbitration Association to be held in Dade County,
Florida, except that there shall be one arbitrator selected in
accordance with such rules and the parties hereby agree to commence
the arbitration proceeding within thirty days of the notice
demanding arbitration and to limit the duration of any arbitration
proceeding arising hereunder to thirty .days from the date of
commencement thereof. Judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof.
18.6 No Proposed Condemnation. Lessor covenants that at
the date hereof it has no actual or constructive -knowledge of any
proposed.condemnatiori of any part of the Premises. If after the
execution of this Lease, but prior to the Commencement Date, a
total or partial condemnation, either temporary or permanent is
proposed by any competent authority, Lessee shall be under no
obligation to commence possession and any Annual Rent or other
charges payable to Lessor and all other obligations of Lessee
hereunder shall abate until such time as it can be reasonably
ascertained that the Premises shall not be so affected.
18
0
19. NON -DISTURBANCE.
Lessor shall, no later than the Commencement Date, provide
Lessee with a nondisturbance agreement in recordable form from all
existing or future mortgage holders or other lienholders with
rights paramount to Lessee's rights under this Lease, which shall
i
I provide that so long as Lessee continues to pay the rent reserved
in this Lease and otherwise complies with the terms and provisions
hereof, such mortgagee or lienholder shall not disturb the rights
of possession of Lessee in the Premises as set forth in this Lease,
notwithstanding any foreclosure or proceedings in lieu thereof
affecting the Premises. Upon passage -of title to the Premises to
the mortgagee, lienholder, or other party to a foreclosure
proceeding or proceeding in lieu thereof, the party acquiring such
title shall by virtue of such acquisition of title and without the
execution of any further instruments or documents be deemed to be
the Lessor for all purposes of. this Lease and be deemed to have
assumed the full and complete performance of all the obligations of
Lessor as herein set forth. If such mortgagee or lienholder shall
take possession of the Premises as a mortgagee or lienholder in
possession, without acquiring title thereto, but in such a manner
as to be entitled to receive rents therefor, such mortgagee or
lienholder shall, in addition, be deemed to have assumed all the
obliga:'Lons of Lessor under this Lease accruing during such period
of possession and upon the termination of such possession shall be
deemed released from all liability accruing thereafter. Subject to
the foregoing and in the event of foreclosure, Lessee agrees to
19
recognize and attorn to the mortgagee or lienholder acquiring
rights in the Premises as the result of such foreclosure sale or to
any purchaser at a foreclosure sale.
20. CASUALTY.
If the Premises are destroyed or so damaged or injured by
fire, the elements, war activity, civil disturbance, act of God, or
any other cause beyond the control of the parties ("Casualty"),
during the Lease Term whereby the same shall be rendered
untenantable, then Lessor shall promptly proceed with due
diligence, at Lessor's expense, to restore the Premises to its
condition as of the Commencement Date within ninety (90) days from
the date of such damage. If the Premises are not restored within
such time period, Lessee may at its option cancel and terminate
this Lease effective as of the date of such damage by delivering
written notice thereof to Lessor. In the event of such
cancellation, the rent due and payable hereunder shall be payable
only to the date of such damage and any pre -paid rent from Lessee
to Lessor upon the date of such damage shall be refunded to Lessee.
During any time of restoration of the Premises pursuant .to this
paragraph, the rent or a just and fair proportion thereof shall
abate until Lessee is again able to resume its ordinary business
within the Premises.
21. RECIPROCAL OBLIGATIONS.
Whenever Lessee or Lessor shall breach or fail to perform any
of the covenants or provisions of this Lease, and such failure or
breach shall cause either party to incur any damages or expenses
20
whatsoever, such damages or expenses so incurred, with interest at
the highest rate allowed by law, costs and reasonable attorneys
fees, may be added to or deducted from the next accruing Annual
Rent installment due.
22. CAPTIONS.
All captions in this Lease are solely for convenience and are
not a part of this Lease.
23. COUNTERPARTS.
This Lease may be executed in any number of counterparts, each
of which shall be deemed an original but all of which together
shall constitute one and the same instrument.
24. SEVERABILITY.
If any part, term or provision of this Lease is held to be
illegal or in conflict with any law by any court of competent
jurisdiction, the validity of the remaining portions or provisions
shall not be affected, and the rights and obligations herein shall
be construed and enforced as if the Lease did not contain the
particular part, term or provision held to be invalid.
25. PARTIES IN INTEREST.
Subject to the terms of paragraph 12 hereof, this Lease shall
inure to the benefit of and be binding upon the parties hereto and
their heirs, personal representatives, successors and such assigns
as provided herein. The terms "Lessor" and "Lessee" as used in
this Lease shall include their respective heirs, personal
representatives, successors and assigns.
21
t
26. ENTIRE AGREEMENT.
This Lease contains the entire agreement of the parties hereto
with respect to the subject hereof, and may only be modified or
amended by written agreement signed by all parties hereto.
27. GOVERNING LAW.
This Lease and all documents executed as a part hereof shall
be governed by and construed under the laws of the State of
Florida.
28. TIME.
Time is of the essence under this Lease.
29. GENDER.
In the interpretation and construction of the provisions of
this Lease the use of any gender shall be deemed to include all
genders, the singular the plural, and vice versa.
30. NOTICES.
Any notice required to be given to Lessor shall be given in
writing and shall be deemed given when mailed registered or
certified mail and addressed to the address shown on the signature
page of this Lease, unless Lessor shall previously have furnished
Lessee in writing with a different address. Any notice required to
be given to Lessee hereunder shall be given in writing and shall be
deemed given when mailed, registered or certified mail and
addressed to the address shown on the signature page of this Lease,
unless Lessee shall previously have furnished Lessor in writing
with a different address.
22
f
1 ,
i
t
i
j 31. BROKER.
i
Lessor and Lessee each represents and warrants to the other
that it has dealt with no broker or finder in connection with any
r
of the transactions contemplated by this Lease and, to the best of
I its knowledge, no broker or other person is entitled to any
f
commission or finder's fee in connection with any of these
;
transactions. Subject to the provisions of the preceding sentence,
f
Lessor and Lessee each indemnifies the other and agrees to hold it
harmless from and against and in respect of any claim against the
other for brokerage, finder's or other commissions or other
compensation by any persons relative to this Lease and the
transactions contemplated hereby.
32. ALLOWANCE OF ATTORNEY'S FEES.
If any action (including an arbitration under paragraph 18
hereof) is brought to enforce this Lease or other document referred
to herein, or to rescind the same, or to collect damages for an
alleged breach hereof, or for a declaratory judgment hereunder, the
prevailing party in such action or arbitration, whether Lessor or
Lessee, shall be entitled to an allowance for reasonable attorneys
fees (whether at the pretrial, trial or appellate level), in
addition to costs of suit or arbitration.
33. CONSENTS.
When the consent of any party is required hereunder, such
consent shall not be unreasonably withheld.
23
34. RIGHT TO PERFORM LESSOR'S COVENANTS.
Lessee shall have the right at any time to make any payment or
perform any act required of Lessor under any provision in this
Lease, and in exercising such right, to incur necessary and
incidental costs and expenses. Nothing herein shall imply any
obligation on the part of Lessee to make any payment or perform any
act required of Lessor, and the exercise of the right to do so
shall not constitute a release of any obligation or a waiver of any
default. All payments made and all costs and expenses incurred in
connection with an exercise of such right shall be deducted by
Lessee from the next due Annual Rent payments.
35. CONFIDENTIALITY.
During the lease term, Lessor agrees and warrants to retain in
strict confidence, and to require any Real Estate Brokers employed
by it to retain in strict confidence, the terms and provisions of
this Lease, unless the prior written consent of Lessee is obtained.
36. PARKING.
36.1 Assigned Parking. Lessee and Lessee' agents,
employees and invitees shall be entitled to parking at the Project
at no expense to Lessee, as follows:
(i) sole and exclusive use of seven (7) parking
spaces, as selected by Lessee and in the
parking lot adjacent to the Building, as
depicted on Exhibit A attached hereto (the
"Adjacent Lot"); and
24
(ii) nonexclusive use of three (3) parking spaces
in the City of Miami Department of Offstreet
Parking Lot No. 10, across the street from the
Premises, as depicted on Exhibit -A attached
hereto (the "Cross -Street Lot").
Throughout the term of the Lease, Lessor warrants and represents
that it shall maintain in good standing the Parking Lot Leases
whereby Lessor shall control the Adjacent Lot and the Cross -Street
Lot, in order that Lessee may at all times throughout the Lease
Term be assured of enjoying the parking rights afforded to Lessee
in this Section.
36.2 No Flooding. Lessor warrants and represents that
the parking area serving the Proj ect is f ree from f looding . In the
event that the parking lot for the Project or any portion thereof
shall be subject to any flooding or other casualty, Lessor shall
immediately repair any damage resulting therefrom.
37. RIGHT OF FIRST REFUSAL.
At any time that Lessor determines to lease or not to extend
any existing lease for space elsewhere in the Project, Lessor shall
notify Lessee of the availability of such space ("Additional
Premises"). Lessee shall have a period of fifteen (15) days
following receipt of Lessor's notice to Lessee thereof, within
which to indicate Lessee's intention to lease such Additional
Premises. If Lessee shall indicate that it wishes to lease such
Additional Premises, such Additional Premises shall be included
within the Premises and leased to Lessee pursuant and subject to
25
i
i
i
's
the provisions of this Lease, for the Initial Term and all Option
Terms, if any. The Annual, Rent for such Additional Premises shall
I
be the same Annual Rent per rentable square foot, that Lessee is
paying for the Premises, subject to adjustment on the same basis as
the Annual Rent for the Premises. The term of the Lease with
respect to such Additional Premises, including all Options, shall
apply to such Additional Premises. Lessor and Lessee shall execute
an amendment to this Lease describing the addition of the
Additional Premises. Lessor shall be responsible for making such
improvements or alterations within such Additional Premises, prior
to the delivery of same to Lessee, in order that such Additional
Premises shall be improved to the level of improvements (in terms
of specifications and quality) equivalent to that of the Premises
following the completion of .Lessor's Improvements. Lessee shall
have the right to make such interior and nonstructural alterations
or improvements to the Additional Premises as shall be necessary or
desirable for the operation of Lessee's business therein, without
the consent of Lessor thereto.
38. STANDARDS OF MANAGEMENT AND OPERATION.
Lessor hereby warrants and represents that for the entire
Initial Term of the lease and any Option Term, Lessor shall manage,
operate and maintain the Premises and the Project in accordance
with the standards of -management of a building of comparable age,
quality and size in Miami, Florida.
26
39. RADON GAS.
Florida Statute § 404.56 requires the following statement to
be included in all leases of improved property: "Radon gas: radon
is a naturally occurring radioactive gas that, when it has
accumulated in a building in sufficient quantities, may present
health risks 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 your county public health unit.
40. CONSENT.
Wherever any consent or approval of Lessor shall be required
under the provisions of this Lease, Lessor shall not unreasonably
withhold or delay such approval or consent.
41. LICENSE.
So long as this Lease shall be in full force and effect,
Lessor hereby grants to Lessee a nonexclusive license to use the
driveways, parking areas, paved areas, lobbies, elevators,
restrooms and other common areas of the Building and Project in
common with all other Lessees of the Building and Project.
27
IN WITNESS WHEREOF, the parties have caused this Lease to be
executed and sealed as of the dates indicated below.
Signed, sealed and delivered
in the presence of:
WITNESSES:
Signed, sealed and delivered
in the presence of:
WITNESSES:
MIA3-376083
LESSOR:
CITADEL ARENA CORPORATION,
a Florida corporation
By:
Title:
Date:
Address: 49 N.W. 5th Street
Third. Floor..
Miami, Florida
Attn: Mr. Daniel Arias
28
LESSEE:
SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF MIAMI
By:
Title
Date:
Address: 300 Biscayne Blvd. Way
Suite 400
Miami, FL 33131
Attn: Mr. Erdal Donmez
Development Coordinator
,..rest
1
MIA3-376083
EXHIBIT A
[Space Outline]
29
EXg%SYT $
LL�gal DesCryptlonl
141A3_316083
30