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HomeMy WebLinkAboutSEOPW-CRA-R-03-0093ITEM 9 10/27/03 RESOLUTION NO. SEOPW/CRA R- 03- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("CRA") AUTHORIZING THE EXECUTIVE DIRECTOR 'TO EXECUTE A SUBLEASE AGREEMENT WITH THE CITY OF MIAMI ("CITY"), IN SUBSTANTIALLY THE ATTACHED FORM, FOR THE PREMISES LEASED BY THE CRA FROM PARK PLACE ASSOCIATES, LLC. FOR A TERM OF ONE (1) YEAR WITH FOUR (4) ONE (1) YEAR RENEWALS AT AN ANNUAL RENT OF ONE DOLLAR ($1.00) PER YEAR TO BE USED BY THE CITY FOR ADMINISTRATIVE OFFICES OF THE DOWNTOWN NET AND/OR FOR A POLICE MINI -SUBSTATION. i WHEREAS, the Southeast Overtown Park/West Community Redevelopment Agency ("CRA") entered into a Lease Agreement dated as of February 14, 2002 with Park Place Associates, LLC. for the premises located at 915 Northwest First Avenue, Miami, Florida (the "Premises") for a term of five (5) years at a rental rate of One Dollar ($1.00) per year; and WHEREAS, the Lease Agreement provides that the CRA may sublease the premises to the City of Miami ("City") for use as administrative offices of the Downtown NET and/or a police mini -substation; and SEOPW/ CRA Page 1 of 3 0 6_ (- 6- 03- 0 WHEREAS, the City has occupied the Premises since February 14, 2002 and the CRA and the City desire to execute a Sublease Agreement for a term of one (1) year with four (4) one (1) year renewals at a rental rate of One Dollar ($1.00) per year. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF THE.CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are incorporated herein as if fully set forth in this Section. Section 2. The Board of Directors authorizes the Executive Director to execute a Sublease Agreement with the City in substantially the attached form. Section 3. This Resolution shall become effective immediately upon its adoption. PASSED AND ADOPTED this 27th day of October, 2003. ARTHUR E. TEELE, JR., C $EOPW / C11u, Page 2 of 3 03- 993 • 1] ATTEST: 11"RRISCILLA A. YTHOMPSON ,CLERK OF THE BOARD APP- VED AS TO FORM AND'CORRECTNESS: r SPECIAL COUNSEL # 1284077_v1 Page 3 of 3 SEOPWICRA 03- 93 1] REPORT BY SPECIAL COUNSEL • • SEOPW/CRA 03- 93 ® ITEM 9 • r� L OCT ? 7 'Inns SOUTHEAST OVERTOWN/PARK WEST AND OMNI COMMUNITY REDEVELOPMENT AGENCIES INTER -OFFICE MEMORANDUM To: Chairman Arthur E. Teele, Jr. Date: File: And Members of CRA Board OCT T 7 Subject: Recommendation of Sublease Between City of Miami and SEOPW for Park Place & Associates Master Lease From: ra K. �Rollason References: Executive Director Enclosures: Resolution RECOMMENDATION: It is recommended that the SEOPW CRA Board of Directors approve the attached Resolution allowing the Executive Director to enter into a Sub -Lease agreement (copy attached) between the SEOPW CRA and the City of Miami for total leased space located at 915 NW 1st Avenue,-Mi-ami, Florida, (Park Place) as provided for in the Master Lease Agreement (copy attached), Section 6, which allows that, "the Tenant (SEOPW) shall have the right to sublease the entire leased premises to the City of Miami provided that the sublease provide that the City agrees to (a) use the Premises only for the purposes permitted by the terms hereof [for administrative offices of the Downtown NET, for a police mini -substation and/or for administrative offices of Tenant, and for no other purpose whatsoever] and (b) comply with all other terms and provisions hereof." JUSTIFICATION: The City has, in fact, been utilizing this space, initially for the Downtown NET Office and now for the Police K-9 Unit, since the inception of the Master Lease which was entered into on February 14th, 2002. A Sub -Lease was drawn up but never fully executed. This resolution will authorize .and permit the execution of the Sub -Lease between the SEOPW CRA and the City of Miami for the intended use. The cost associated with the Master Lease is $1.00 per year and it expires on February 14, 2007 (5 years). The Sub -Lease allows for an initial one year period and four additional one year periods on an automatic basis unless the Sub -lessor indicates it intends not to exercise its option to renew. NO FISCAL IMPACT FKR/ap SEOPW/C 0 0 7IJL-07-_2003 16:56 ITY CLEPf�S OFFICE 305 9115e 161e P.-02 j-02-193 3 5 RECOLUT:,:):! -W)_ RESOLUTICNI OF THE V-;1,1 T CITY CIV� All L THE WI H A T T_ A C I 11-1 AGREED NT SUBLEASE 1E- GER - MANA.0 z U 5- TA11771 ALLY THE 1%TIACKEt SOUTUAST VTEP7'0W1V1P"1PX FORM, tl IT AGENCY USF. OF PEDFVEL0 FOR TH_�; C0j-ft4ujv,.LTy FEET OF OFFICE srACE ON THE FIRST ;%VENUE FLOOR LOCK AT 91, NORTHWEST r -CD THE QPER­;%TTON OF �ThE: MTAM7, FOR FLOR-10A, IFpOT,TCE FICI: OR A DOWNTOWN MET 'ro TERM OF ONE 'YEAR, WITII TIDE:UPTION PDR A RENEW FOR _-OTJP AC'0177ONAL ONE-YEAR PERIOD; PROVIDING FUR AN AN14UAL AW)UN'r OF RENT NOT TO TE P�M S Aran EXCEED $1,00, WIT111 AL,1DITT_0t\?A-Lj ?AR -r:��17�;�RT Y SET FORTHCONDI'll-IONS 'An L14ORE THE AGREEH_ENT- BE IT PFSOLVED E,y :HF_ OF THE CITY OF W, ;FLOR 7 nA: lu Tthori2edl/ he Mand(J` subs'_.-3r1fia1.1Y the attached: for n. 1-J!tA S0Ljrh&d3t .0VertCWJ',1-P'ark Wf_'St Community FerjP VL10PMet . . . :- - 13JC byjare zect ofspace on Acency for (-he V_-e 1: ,-lrst floor -ocate-1 915 140rt 19, Florida, 11 -1-he hP rt-_ z at i :m Is ej r t I tc L 5ubj, e cr to C = P� wits r.,je r-iLl Attorncy, in-Iudinq Lut not,-, rcquire,gnenrS LEat MCV be i,-n%)0gcj t.y Y P P :jty Char-cr ;Lnf-4 (_-0dc:-' f -irn _4 t P_d t v provi�.LL;115 - ttrS CITY comcmCwt A T A C H 1111 "1 RK T "rS] MAP, 1 h C if I it 7 S1 I m Z' D. .4 02— 977 S.EOPW/CRA 03 . - 93 • JIJL-0 -?fl©:� 1h 55 �^ 'r CLEWS OFFICE �fl� e-e 1610 Pttfl- the cper� .ion of the Downtown Net. Office or e' poiice mini -sr?'..; -on for a tG"'t, of one year, w-,t! the op_1(;c. o renew frn.r eddit_ona' ui)e-year par_ocJs; providing for an anneal mmo»t. of rent n=t _o exce=,,- S1.0C, with addir_ona? terms a^,c. r.c.: •I as :Wore part;I.:11larly set forth in the P.greeme,c' c � Thi 5 ResoiL:tion sha- beeome effecctl�le er.�ion . ;rimediatel.y upon its ade'ption and Signature of 0F. Mayo_.- :•� . • c ,' DJAS6RD AND ADOPTED this lath day of March ?' NUEL A. CTAP., MAY • I I I c PRISCILLA A. T 10hPS N C17Y CLERK APPROVE S M .Aran CORRECTNESS;�j �r 0 V ' LARELL0 "^! Y TTURNEY I a 4a:I.L:LB � i 1' If the Mayo_ noes not yr. thi3 :lcaol•lt-con, 1r c1ia_1 L.tccme cf`ect_ve'a*'' . the end o` tez c )prdar deyt, f-om Chc date it uj,;.t and QdoptE�¢.,:. =f I'hc :•!ay^-- vctoea tni3 Rp.'Ulution, it =hail h�'nm.� effcc:�vc InTn diaLely upor. ovcrriaa c= rh?, veLu Ly the City Ccmmiss)(In. Page 2 n` 2 ..A' .4.;.. . . SEOPWIC" 93- 93 0 LEASE AGREEMENT THIS LEASE AGREEMENT is made and entered into this 10 day of February, 2002, by and between PARK PLACE ASSOCIATES, LLC, with its address of c/o Professional Management, Inc. 9095 S.W. 87"t' Avenue, Miami, Florida 33176 (hereinafter referred to as the "Landlord"), and SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a body corporate and politic of the State of Florida, with its principal place of business at 300 South Biscayne Boulevard Way, Suite 430, Miami, Florida 33132 (hereinafter referred to as the "Tenant"). 1. Premises. Upon and subject to the terms, covenants and conditions hereafter set forth, Landlord hereby leases to Tenant and Tenant hereby leases from Landlord approximately 1,500 square feet of space located at 915 N.W. I" Avenue, Miami, Florida 33131 (the "Premises"), as particularly depicted on Exhibit "A." The Premises are located within the first floor (retail area) of an apartment building (the "Building"). 2. Effective Date and Term. This Lease shall become effective upon full execution by Landlord and Tenant (the "Effective Date"). The term of this Lease shall commence on the Effective Date and shall continue for a period of five (5) years thereafter. 3. Rent. Tenant agrees to pay to Landlord without demand and without setoff or deduction the annual rent amount of One and No/100 Dollars ($1.00). 4. Security. A security deposit is not required. 5. Permitted Use. Tenant shall use and occupy the Premises for administrative offices of the Downtown NET, for a police mini -substation and/or for administrative offices of Tenant, and for no other purpose whatsoever. Tenant shall conduct its business in a manner, consistent with the standards of the Building; shall maintain the Premises in a neat and clean condition; shall not interfere with the operation of the Building or the parking facilities; shall not use the Premises for storage (except for minor storage in connection with the permitted use); shall not cause any waste or -damage to the Premises or the Building; and shall not allow any dangerous, toxic or hazardous materials within the Premises. 6. Assignment and Subletting. Tenant shall not assign this Lease, nor sublet the Premises, or any part thereof, nor use the same or any part thereof, nor permit the same, or any part thereof, to be used for any other purpose than as above stipulated, without the prior written consent of Landlord being first had and obtained, which consent may be granted or withheld in Landlord's sole discretion; except, however, Tenant shall have the right to sublease the entire leased Premises to the City, of Miami (the "City") provided that the sublease provide that the City agrees to (a) use the Premises only for the purposes permitted by the terms hereof and (b) comply with all other terms and provisions hereof. No further assignment or sublease shall be permitted without the prior written consent of Landlord, which may be granted or withheld in Landlord's sole discretion. SEOPW3/CRA 0Z3 7. Tenant's Personal Property. All personal property placed or moved into the Premises shall be at the risk of Tenant or owner thereof and Landlord shall not be liable for any damage to said personal property, or to Tenant, arising from any cause whatsoever including, without limitation, the bursting or leaking of any water pipes, except as a result of the gross negligence or intentional misconduct of Landlord. 8. Repairs and Maintenance. Tenant will keep the Premises in a good state of repair and will be responsible for all maintenance and repairs including, but not limited to; -the painting, maintenance and repairs to the interior of the Premises including all windows, doors and openings, all electrical and plumbing systems and all fixtures and other systems now or hereafter within the Premises. Furthermore, Tenant shall pay all costs incurred by Landlord for any repairs to the Premises or the Building necessitated by the negligence or willful misconduct of Tenant or its employees, contractors, licensees, invitees or agents. Landlord will maintain the roof and structure of the Building in a good and safe state of repair including the building electric, plumbing, and HVAC systems. 9. Alterations. Tenant shall make no alterations, additions, installations, substitutions, improvements or decorations in or to the Premises without the prior written consent of Landlord. All additions, fixtures or improvements which may be made by Tenant, except movable office furniture, shall become the property of Landlord and remain upon the Premises as a part thereof and shall be surrendered with the Premises at the expiration or termination of this Lease Agreement; provided, however, if Landlord requires that any -such fixtures or improvements installed by Tenant after the Effective Date of this Lease be removed at • the termination of this Lease as a condition of Landlord approving such modification, then in such event Tenant shall cause such removal to occur not later than ten (10) days after expiration or termination of the Lease and shall repair all damage occasioned by such removal and shall restore the Premises to the condition which existed prior to Tenant's installation of such items. 10. Utilities. Tenant shall pay when due all charges for electricity, air conditioning, water, gas, cable, waste removal, telephone, and any and all other utility charges incurred in the use of the Premises. 11. Insurance. Landlord acknowledges that Tenant is self -insured for general liability, and that a certificate of insurance cannot be issued nor can Landlord be named as additional insured. Tenant agrees to defend all claims brought against Landlord or Tenant due to Tenant's use or occupancy of the Premises or resulting from any act or omission of Tenant, its agents, contractors or employees; provided, however, that Tenant's liability for any such claims shall be to the extent of the immunities and limitations included within Florida Statutes, Section 768.28. 12. Default. (a) An event of default shall occur in the event Tenant shall: (i) vacate or abandon the Premises at any time during the term of this Lease Agreement for a period of sixty (60) days, subject, however, . to Section 13 below - Tenant's Right to Terminate; -2- # 1112793 y2 - Lease Agreement CRA SEOPW/C �3- 0 (ii) failure to pay rent due under this Lease Agreement and such failure continues after thirty (30) days' written notice has been given to Tenant by Landlord; the use of the Premises for any purpose other than as permitted pursuant to Section 5 hereof, (iv) any assignment or sublease of the Premises which is made without Landlord's consent; or (v) breach of any other of the conditions, stipulations or covenants by Tenant under this Lease or of the Rules and Regulations, which continues for a period of twenty (20) days after written notice of said default has been given to Tenant by Landlord. (b) In the event of any default of the Lease by Tenant, Landlord shall have all remedies available at law or in equity including, without limitation, the right to terminate this Lease without further notice. 13. Tenant's Right to Terminate. Lessee shall have the right at any time to terminate this Lease.by giving Lessor at least ten (10) days' notice. Upon any such termination, this Lease shall terminate as though the termination were the date originally fixed as the end of the term. 14. Holdover. In the absence of any written agreement to the contrary, if Lessee should remain in occupancy of the Premises after the expiration or termination of the Lease Tenn, Tenant shall be a tenant at sufferance and Landlord shall be entitled to all remedies available at law or in equity as to such holdover. 15. Entry by Landlord. Landlord, or any of its agents, shall have the right to enter the Premises during all reasonable hours, to examine the same or to make such repairs, additions or alterations as Landlord may deem necessary for the safety, comfort or preservation thereof, or of the Building, or to exhibit the Premises or to make any improvements within the Premises. 16. Condition of Demised Premises. Tenant hereby accepts the Premises in the condition in which the same exist as of the Effective Date of this Lease Agreement and agrees to maintain the Premises (and to return them to Landlord upon expiration or termination of this Lease) in the same condition, order and repair, excepting only reasonable wear and tear and alterations approved by Landlord. 17. Destruction of Premises. In the event the Premises shall. be destroyed or so damaged by fire or other casualty during the term of this Lease so that the same shall be rendered untenantable, the rent due hereunder shall be abated, and Landlord shall have the right to render the Premises tenantable by repairs within ninety (90) days from the date of such destruction or damage. If the Premises are not rendered tenantable within said time, Tenant shall have the right to cancel this Lease by serving written notice by certified or registered mail, return receipt -3- # 1112793 Q - Lease Agreement CUOPWI C" ®3 - 9 requested, upon the Landlord, in which event the rent payable hereunder shall abate as of the date of such fire or other casualty. 18. Waiver. The failure of Landlord to insist upon the strict performance of any of the conditions, covenants, terms or provisions of this Lease, or to exercise any option herein conferred, shall not be considered or construed as waiving or relinquishing for the future any such conditions, covenants, terms, provisions or options, but the same shall continue and.remain in full force and effect. The receipt of any sum paid by Tenant to Landlord after breach of any condition, covenant, term or provision herein contained shall not be deemed a waiver of such breach, but shall be taken, considered and construed as payment for use and occupation, and not as rent, unless such breach shall, be expressly waived in writing by Landlord. 19. Quiet Enjoyment. Upon paying the rent herein reserved and performing and observing all of the other terms, covenants and conditions of this Lease on Tenant's part to be performed and observed hereunder, Tenant shall peaceably and quietly have, hold and enjoy the Premises during the term hereof, subject, nevertheless, to the terms of this Lease and to any mortgages, ground or underlying leases, agreements and encumbrances to which this Lease is or may be subordinate. 20. Relocation. Tenant recognizes and agrees that Landlord may at any time(s), upon not less than thirty (30) days' prior written. notice, relocate Tenant to other space of equal or greater size of Landlord's choosing located on the ground floor 'of the Building; provided, however, if Landlord exercises such right, Landlord shall pay for the reasonable costs to move Tenant's furniture, equipment and materials to the new substituted space and build out the substitute space in a manner substantially similarto the Premises. 21. Rules and Regulations. In addition to the covenants contained in this Lease, Landlord shall have the right from time to time during the term of this Lease to promulgate such reasonable rules and regulations deemed by it to be necessary or desirable for the reasonable. safety, care, cleanliness and orderly management of the Building and for the preservation of good order therein. Tenant shall comply with all such Rules and Regulations. To the extent of a conflict between the Rules and Regulations and this Lease, this Lease shall control. 22. Notices. All -notices or other communications which may be given pursuant to this Lease shall be in writing and shall be deemed properly served if delivered by personal service or by certified mail addressed to the City and Landlord at the address indicated herein or as the same may be changed by written notice from time to time. Such notice shall be deemed given on the day on which personally served; or if by certified mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier: If to Landlord: Park Place rAssociate , LLC C�O �61sSw 6T tqV, I an r t/u,. J Al 1 # 1112793 Q - Lease Agreement CRA SEOP`1V/ CRA 03w 93 r] �J Tel: Fax: With copy to: Tew Cardenas Rebak Kellogg Lehman DeMaria Tague Raymond & Levine, L.L.P. 201 South Biscayne Boulevard Suite 2600 Miami Center Miami, Florida 33131 Attn: Brian Tague, P.A. Tel: (305) 536-8480 Fax: (305) 536-1116 If to Tenant: Southeast Overtown/Park West Agency 300 South Biscayne Boulevard Way Suite 430, Miami, Florida 33132 Attn: Tel: Fax: With copy to: Holland & Knight LLP 701 Brickell Avenue Suite 3000 Miami, Florida 33131 Attn:. William R. Bloom Tel: (305) .789-7712 . Fax: (305)789-7613 Community Redevelopment 23. Partial Invalidity. If any provision of this Lease or the application thereof to any person or circumstances shall to any extent be held invalid, then the remainder of this Lease or ... the application of such provision to persons or circumstances other than those as to which it is held invalid shall not be affected thereby, and each provision of this Lease shall be valid and enforced to the fullest extent permitted by law. 24. Time of the Essence. Time shall be of the essence as to all of the terms and provisions of this Lease. 25. Subordination. Tenant's rights hereunder shall be subject and subordinate to any bona fide mortgage which shall now or hereafter encumber the Premises and to all renewals, -5- #1112793 Q - Lease Agreement CRA SEOPW / CRA--., 03- 93 • modifications, consolidations, replacements and extensions thereof. The foregoing provision shall be self -operative but Tenant shall promptly upon request by Landlord execute such confirmatory instruments as Landlord or its lender may reasonably require to further confirm such subordinations. Landlord shall utilize reasonable efforts to cause its mortgagee to enter into a subordination, non -disturbance and attoniment agreement utilizing the form customarily utilized by such mortgagee. 26. Signs. Tenant shall not exhibit, inscribe, paint or affix any sign, advertisement, notice or other lettering on any part of the outside of the Premises or the Building or inside the Premises if the same shall be visible from the outside, without first obtaining Landlord's prior specific written approval thereof. Landlord has approved the existing signage of the Premises. Tenant further agrees to maintain each and every such sign, lettering or the like as may be approved by Landlord in good condition and repair at all times and to remove the same upon expiration or termination of this Lease and promptly repair all damages caused by such removal. 27. Court Costs and Attorneys' Fees. In the event that legal action is taken by either party to enforce any of the provisions of this Lease or with respect to the Premises, the prevailing party shall be entitled to reasonable attorney's fees at the trial level and at all levels of appeal in connection with any such action. 28. 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 health unit. 29. Compliance with Laws. Tenant agrees to comply in every respect with any and all federal, state, county and municipal laws, ordinances, rules, regulations, orders and notices now or hereafter in force or issued which may be applicable to the Premises or this Lease, including Article V. Conflict of interest, of the City Code of the City of Miami. Landlord agrees to comply in every respect with any and all federal, state, county and municipal laws, ordinances, rules, regulations, orders and notices now or hereafter in force with respect to Landlord' obligations hereunder, including Article V - Conflict of Interest City Code of the City of Miami. 30. No Liens. Tenant shall not allow any liens or encumbrances to be filed against the Premises or the Building as a result of any act or omission of Tenant, its agents, contractors or employees. If any such liens or encumbrances shall be filed, Tenant shall promptly (and in any event within fifteen (15) days) cause them to be satisfied or released of record or transferred to bond and released from the Premises and Building. Landlord's interest in the Premises and the Building shall not be subject to any lien for improvements to the Premises made by or for Tenant, whether or not any such improvements were made with the consent of Landlord. Any such lien shall attach solely to Tenant's interest in the Premises. W #1112793 v2 - Lease Agreement CRA SEOPW/CRA 03-- 93 n s 31. Entire Agreement; Miscellaneous. This Lease contains the entire agreement between the parties hereto and may not be altered, modified or rescinded except by subsequent agreement in writing signed by Landlord and Tenant with the same formalities as applicable to this Lease. No surrender of the Premises or of the remainder of the term of this Lease shall be deemed valid unless accepted by Landlord in writing. This Lease and each of the terms, covenants, conditions and provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and, subject to Section 6 hereof, their respective heirs, executors, personal representatives, successors and assigns. Tenant specifically agrees to look to -Landlord's interest in the Premises for sole recourse with respect to any liability, it being understood that Landlord (its members or employees) shall .not be personally liable for any obligations with respect to this Lease or the Premises. (Signature Page Follows) -7- # 1112793 Q - Lease Agreement CRA SEOPW/ CRA 03- 9 IN WITNESS WHEREOF, each of the parties has caused this Lease to be executed in appropriate manner and their respective seals to be affixed on the day and year first above written. In the presen of: Print N e ysm Print ame ,5. v ATTEST: • APPROVED AS TO FORM AND CORRECTNESS: MIAI #1112793 v2 0 MAN • : • PARK PLACE ASSOCIATES, LLC, a Florida limited liability company Its Mahagin r TENANT: SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a body corporate and politic of the State of Florida By: Name: p, NN 1;TTF— E . LE �! l s Title: #qcM rl,C.- ice u,L.n v15 #] l 12793 v2 - Lease Agreement CRA SEOPW/ CRA 03- 93 . SUBLEASE AGREEMENT • This Sublease Agreement ("Sublease") is made and entered into as of the 14' day of February, 2002, by and between SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a body corporate and politic of the State of Florida, whose address is 300 South Biscayne Boulevard Way, Suite 430, Miami, Florida 33132 ("Sublessor") and CITY OF MIAMI, a municipal corporation of the State of Florida, whose address. is 444 S.W. 2"d Avenue, Miami, Florida 33130 ("Sublessee"). RECITALS A. Sublessor and PARK PLACE ASSOCIATES LLC, a Florida limited liability company ("Master Landlord") entered into that certain Lease Agreement dated as of February 14, 2002 (the "Master Lease") covering certain premises (the "Premises") of the building known as 915 N.W. 1s` Avenue, Miami, Florida 33131, as more particularly described in the Master Lease. A copy of the Master Lease is attached hereto as Exhibit "A" and hereby made a part of this Sublease. B. Sublessor wishes to sublease to Sublessee, and Sublessee desires to sublease from Sublessor, the entire Premises. NOW, THEREFORE, in consideration of the mutual covenants contained in this Sublease, and intending to be legally bound, Sublessor and Sublessee agree as follows: 1. Recitals. The foregoing Recitals are true and correct and are hereby incorporated herein by reference. 2. Premises. Upon and subject to the terms, covenants and conditions hereafter set forth, Sublessor hereby leases to Sublessee and Sublessee hereby leases from Sublessor the entire Premises. The Premises are located within the first floor (retail area) of an apartment building (the "Building"). 3. Effective Date and Term. This Sublease shall become effective upon full execution by Sublessor and the Sublessee (the "Effective Date"). The term of this Sublease shall commence on the Effective Date and shall continue for a period of one (1) year thereafter. Sublessee shall have the option to extend the term of this Sublease for four (4) additional periods of one (1) year each (the "Renewal Term"). The option to extend shall be exercised automatically each year unless Sublessee delivers written notice to Sublessor indicating that it intends not to exercise its option to renew. The Renewal Term will be upon the same terms, covenants and conditions contained in this Sublease. S 0MCRA, 0 92 4. Rent. Sublessee agrees to pay to Sublessor without demand .and without setoff or deduction the annual rent amount of One and No/100 Dollars ($1.00). 5. Security. A security deposit is not required. 6. Permitted Use. Sublessee shall use and occupy the Premises for administrative offices of the Downtown NET or for a police mini -substation and for no other purpose whatsoever. Sublessee shall conduct its business in a manner consistent with the standards of the Building; shall maintain the Premises in a neat and clean condition; shall not interfere with the operation of the Building or the parking facilities; shall not use the Premises for storage; shall not cause any waste or damage to the Premises or the Building; and shall not allow any dangerous, toxic or hazardous materials within the Premises. 7. Assignment and Subletting. Sublessee shall not assign this Sublease, nor sublet the Premises, or any part thereof, nor use the same or any part thereof, nor permit the same, or any part thereof, to be used for any other purpose than as above stipulated, without the prior written consent of Sublessor and Master Landlord being first had and obtained, which consent may be granted or withheld in Sublessor and Master Landlord's sole discretion. 8. Sublessee's Personal Property. All personal property placed or moved into the Premises shall be at the risk of Sublessee or owner thereof and Sublessor and Master Landlord shall not be liable for any damage to said personal property, or to Sublessee, arising from any cause whatsoever including, without limitation, the bursting or leaking of any water pipes or from any act of negligence of Sublessor or any other tenant or of any other person whomsoever. 9. Repairs and Maintenance. Sublessee will keep the Premises in a good state of repair and will be responsible for all maintenance and repairs including, but not limited to, the painting, maintenance and repairs to the interior of the Premises including all windows, doors and openings, all electrical and plumbing systems and all fixtures and other systems now or hereafter within the Premises. Furthermore, Sublessee shall pay all costs incurred by Sublessor or Master Landlord for any repairs to the Premises or the Building necessitated by the negligence or willful misconduct of Sublessee or its employees, contractors, licensees, invitees or agents. Master Landlord will be responsible to maintain the roof and structure of the Building in a good and safe state of repair in accordance with the provisions of the Master Lease. 10. Alterations. Sublessee shall make no alterations, additions, installations, substitutions, improvements or decorations in or to the Premises without the prior written consent of Sublessor and Master Landlord. All additions, fixtures or improvements which may be made by Sublessee, except movable office SE®PW/CRA 06- u • furniture, shall become the property of Sublessor or Master Landlord and remain upon the Premises as a part thereof and shall be surrendered with the Premises at the expiration or termination of this Sublease; provided, however, if Sublessor, or Master Landlord requests that any such fixtures or improvements installed by Sublessee be removed, Sublessee shall cause such removal to occur not later than ten (10) days after expiration or termination of the Sublease and shall repair all damage occasioned by such removal and shall restore the Premises to the condition which existed prior to Sublessee's installation of such items. 11. Utilities. Sublessee shall pay when due all charges for electricity, air conditioning, water, gas, cable, waste removal, telephone, and any and all other utility charges incurred in the use of the Premises. 12. Insurance. Sublessor acknowledges that Sublessee is self -insured for general liability, and that a certificate of insurance cannot be issued nor can Sublessor be named as additional insured. Sublessee agrees to defend all claims brought against Master Landlord, Sublessor or Sublessee due to Sublessee's use or occupancy of the Premises or resulting from any act or omission of Sublessee, its agents, contractors or employees; provided, however, that Sublessee's liability for any such claims shall be to the extent of the immunities and limitations included within Florida Statutes, Section 768.28. 0 13. Default. (a) An event of default shall occur in the event Sublessee shall: G) vacate or abandon the Premises at any time during the term of this Sublease, subject, however, to Section 14 below - Sublessee's Right to Terminate; (ii) failure to pay rent due under this Sublease and such failure continues after thirty (30) days' written notice has been given to Sublessee by Sublessor; Gii) the use of the Premises for any purpose other than as permitted pursuant to Section 6 hereof; (iv) any assignment or sublease of the Premises which is made without Master Landlord and Sublessor's consent; or (v) breach of any other of the conditions, stipulations or covenants by Sublessee under this Sublease or of the Rules and Regulations, which continues for a period of twenty (20) days after written notice of said default has been given to Sublessee by Sublessor or Master Landlord. 3 SEOPW/CRA 93- 93 (b) in the event of any default of the Sublease by Sublessee, Sublessor shall have all remedies available at law or in equity including, without limitation, the right to terminate this Sublease without further notice. 14. Sublessee's Right to Terminate. Sublessee shall have the right at any time to terminate this Sublease by giving Sublessor at least ten (10) days' notice. Upon any such termination, this Sublease shall terminate as though the termination were the date originally fixed as the end of the term. 15. Holdover. In the absence of any written agreement to the contrary, if Sublessee should remain in occupancy of the Premises after the expiration or termination of the Sublease Term, Sublessee shall be a tenant at sufferance and Sublessor shall be entitled to all remedies available at law or in equity as to such holdover. 16. Entry by Sublessor or Master Landlord. Sublessor or Master Landlord, or any of their agents, shall have the right to enter the Premises during all reasonable hours, to examine the same or to make such repairs, additions or alterations as Sublessor or Master Landlord may deem necessary for the safety, comfort or preservation thereof, or of the Building, or to exhibit the Premises or to make any improvements within the Premises. 17. Condition of Demised Premises. Sublessee hereby accepts the Premises in the condition in which the same exist as of the Effective Date of this Sublease and agrees to maintain the Premises (and to return them to Sublessor upon expiration or termination of this Sublease) in the same condition, order and repair, excepting only reasonable wear and tear. 18. Destruction of Premises. In the event the Premises shall be destroyed or so damaged by fire or other casualty during the term of this Sublease so that the same shall be rendered untenantable, the rent due hereunder shall be abated, and Master Landlord shall have the right to render the Premises tenantable by repairs within ninety (90) days from the date of such destruction or damage. If the Premises are not rendered tenantable within said time, either party shall have the right to cancel this Sublease by serving written notice by certified or registered mail, return receipt requested, upon the other party, in which event the rent payable hereunder shall abate as of the date of such fire or other casualty. 19. Waiver. The failure of Sublessor to insist upon the strict performance of any of the conditions, covenants, terms or provisions of this Sublease, or to exercise any option herein conferred, shall not be considered or construed as waiving or relinquishing for the future any such conditions, covenants, terms, provisions or options, but the same shall continue and remain in full force and effect. The receipt of any sum paid by Sublessee to Sublessor after breach of any condition, covenant, term or provision herein contained shall not be deemed a 9 SEOPW/CRA �3� 93 • waiver of such breach, but shall be taken, considered and construed as payment for use and occupation, and not as rent, unless such breach shall be expressly waived in writing by Sublessor. 20. Quiet Enjoyment. Upon paying the rent herein reserved and performing and observing all of the other terms, covenants and conditions of this Sublease on Sublessee's part to be performed and observed hereunder, Sublessee shall peaceably and quietly have, hold and enjoy the Premises during the term hereof, subject, nevertheless, to the terms of this Sublease and to any mortgages, ground or underlying leases, agreements and encumbrances to which this Sublease is or may be subordinate. 21. Relocation. Sublessee recognizes and agrees that Master Landlord may at any time(s), upon not less than thirty (30) days' prior written notice, relocate Sublessee to other space of equal or greater size of Master Landlord's choosing located on the ground floor of the Building; provided, however, if Master Landlord exercises such right, Master Landlord shall pay for the reasonable costs to move Sublessee's furniture, equipment and materials to the new substituted space. 22. Rules and Regulations. In addition to the covenants contained in this Sublease, Master Landlord shall have the right from time to time during the term of this Sublease to promulgate such reasonable rules and regulations deemed by it to be necessary or desirable for the reasonable safety, care, cleanliness and orderly management of the Premises and for the preservation of good order therein. Sublessee shall comply with all such Rules and Regulations. 23. Notices. All notices or other communications which may be given pursuant to this Sublease shall be in writing and shall be deemed properly served if delivered by personal service or by certified mail addressed to the Sublessor and Sublessee at the address indicated herein or as the same may be changed by written notice from time to time. Such notice shall be deemed given on the day on which personally served; or if by certified mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier: If to Master Landlord: Park Place Associates, LLC c/o Professional Management, Inc. 9095 S.W. 87 h Avenue, #777 Miami, Florida 33176 Attn: James Mitchell 5 SEOPW/CRA 03® 93 • With copy to: Tew Cardenas Rebak Kellogg Lehman DeMaria Tague Raymond & Levine, L.L.P. 201 South Biscayne Boulevard Suite 2600 Miami Center Miami, Florida 33131 Attn: Brian Tague, P.A. Tel: (365) 536-8480 Fax: (305) 536-1116 If to Sublessor: Southeast Overtown/Park West Community Redevelopment Agency 300 South Biscayne Boulevard Way Suite 430 Miami, Florida 33132 With a copy to: Holland & Knight LLP 701 Brickell Avenue, Suite 3000 Miami, Florida 33131 Attn: William R. Bloom Tel: (305) 789-7712 Fax: (305) 789-7613 If to Sublessee: City of Miami Office of City Manager 3500 Pan American Drive Miami, Florida 33133-5595 With copy to: City Attorney City of Miami 444 S.W. 2nd Avenue, Suite 945 Miami, Florida 33130 6 SEOPW/CRA With copy to: Department of Economic Development P P City of Miami 444 S.W. 2"d Avenue, 3" Floor Miami, Florida 33130 24. Partial Invalidity. If any provision of this Sublease or the application thereof to any person or circumstances shall to any extent be held invalid, then the remainder of this Sublease or the application of such provision to persons or circumstances other than those as to which it is held invalid shall not be affected thereby, and each provision of this Sublease shall be valid and enforced to the fullest extent permitted by law. 25. Time of the Essence. Time shall be of the essence as to all of the terms and provisions of this Sublease. 26. Subordination. Sublessee's rights hereunder shall be subject and subordinate to any bona fide mortgage which shall now or hereafter encumber the Premises and to all renewals, modifications, consolidations, replacements and extensions thereof. The foregoing provision shall be self -operative but Sublessee shall promptly upon request by Master -Landlord or Sublessor execute such confirmatory instruments as Master Landlord or Sublessor or its lender may reasonably require to further confirm such subordinations. 27. Signs. Sublessee shall not exhibit, inscribe, paint or affix any sign, advertisement, notice or other lettering on any part of the outside of the Premises or the Building or inside the Premises if the same shall be visible from the outside, without first obtaining Master Landlord and Sublessor's prior specific written approval thereof. Sublessee further agrees to maintain each and every such sign, lettering or the like as may be approved by Master Landlord and Sublessor in good condition and repair at all times and to remove the same upon expiration or termination of this Sublease and promptly repair all damages caused by such removal. 28. Court Costs and Attornevs' Fees. In the event that legal action is taken by either party to enforce any of the provisions of this Sublease or with respect to the Premises, the prevailing party shall be entitled to reasonable attorney's fees at the trial level and at all levels of appeal in connection with any such action. 29. 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 7 SEOP W/ CRA �3- 93 state guidelines have been found in buildings in Florida. Additional information regarding Radon and Radon testing may be obtained from your county health unit. 30. Compliance with Laws. Sublessee agrees to comply in every respect with any and all federal, state, county and municipal laws, ordinances, rules, regulations, orders and notices now or hereafter in force or issued which may be applicable to the Premises or this Sublease, including Article V. Conflict of interest, of the City Code of the City of Miami. Sublessor agrees to comply in every respect with any and all federal, state, county and municipal laws, ordinances, rules, regulations, orders and notices now or hereafter in force with respect to Sublessor' obligations hereunder, including Article V - Conflict of Interest City Code of the City of Miami. 31. No Liens. Sublessee shall not allow any liens or encumbrances to be filed against the Premises or the Building as a result of any act or omission of Sublessee, its agents, contractors or employees. If any such liens or encumbrances shall be filed, Sublessee shall promptly (and in any event within ten (10) days) cause them to be satisfied or released of record or transferred to bond and released from the Premises and Building. Sublessor's interest in the Premises and the Building shall not be subject to any lien for improvements to the Premises made by -or for Sublessee, whether or not any such improvements were made with the consent of Sublessor. Any such lien shall attach solely to Sublessee's interest in the Premises. 32. Entire Agreement; Miscellaneous. This Sublease contains the entire agreement between the parties hereto and may not be altered, modified or rescinded except by subsequent agreement in writing signed by Sublessor and Sublessee with the same formalities as applicable to this Sublease. No surrender of the Premises or of the remainder of the term of this Sublease shall be deemed valid unless accepted by Sublessor in writing. This Sublease and each of the terms, covenants, conditions and provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and, subject to Section 7 hereof, their respective heirs, executors, personal representatives, successors and assigns. Sublessee specifically agrees to look to Master Landlord's interest in the Premises for sole recourse with respect to any liability, it being understood that Master Landlord (its members or employees) shall not be personally liable for any obligations with respect to this Sublease or the Premises. 33. Master Lease. (a) This Sublease is subject and subordinate to the Master Lease. Neither Sublessee nor Sublessor shall cause a default under the Master Lease or permit its employees, agents, contractors or invitees to cause a default under the Master Lease. SEOPWICRA. 03- '3 • (b) Sublessee agrees that Sublessor shall not be liable to Sublessee for damages, delay or for any other claims which result from the breach by Master Landlord under the Master Lease or due to the Master Landlord's failure to perform under the Master Lease as and when contemplated thereby. In the event Sublessee reasonably believes that Master Landlord is in default with respect to the performance of any obligations or the provision of any services with respect to the Premises, Sublessee shall give written notice thereof, in a timely fashion, to the Master Landlord and Sublessor. Sublessor shall thereafter use diligent efforts to require Master Landlord to comply with its obligations provided that Sublessee shall pay all costs and expenses incurred in connection therewith. In any instance where Sublessor has the right to enforce any rights or obligations against the Master Landlord under the Master Lease due to a default or breach by the Master Landlord of its obligations under the Master Lease, and if within a reasonable period after Sublessee's request, Sublessor fails to enforce such rights or obligations; then Sublessee shall have the right, after written notice to Sublessor, in the name of Sublessee, or, if necessary, in the name of Sublessor, to enforce any such rights of the Sublessor under the Master Lease. Any such action shall be at the sole expense of Sublessee and any amounts recovered or paid as a result of such action shall be Sublessee's sole property. Sublessor agrees to cooperate with Sublessee in connection with any such action and shall execute any and all documents reasonably required in furtherance of such action, all without cost or liability to Sublessor. (Signature Page Follows) 9 SEOPW/ CRA 1- 93 IN WITNESS WHEREOF, each of the parties has caused this Sublease to be executed in appropriate manner and their respective seals to be affixed on the day and year first above written. WITNESSES: Print Name: Print Name: SUBLESSOR: SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a body corporate and politic of the State of Florida By: _ Name: Title: Frank K. Rollason Executive Director • Approved for Legal Sufficiency Holland & Knight LLP, Special Counsel • 10 SEOPW/CRA C'3- .93 0 0. 0 SUBLESSEE: CITY OF MIAMI, a municipal corporation of ATTEST: the State of Florida Priscilla A. Thompson, City Clerk APPROVED AS TO INSURANCE REQUIREMENTS: DIANE ERICSON, Administrator Department of Risk Management APPROVED AS TO FORM AND CORRECTNESS: ALEJANDRO VILARELLO City Attorney MIAI #1112422 v4 • By: _ Name: Title: 11 Joe Arriolla City Manager SEOPW/ CRA 03- 93