Loading...
HomeMy WebLinkAboutR-03-0006J-03-021 1/8/03 RESOLUTION NO. 03— 006 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO EXECUTE A LEASE AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, WITH JUSTICE INVESTMENT ASSOCIATES, LTD. FOR USE OF APPROXIMATELY 2,585 SQUARE FEET OF OFFICE SPACE LOCATED AT 155 SOUTH MIAMI AVENUE, PH 1-B, MIAMI, FLORIDA, FOR THE CIVILIAN INVESTIGATIVE PANEL, FOR A FIVE-YEAR PERIOD WITH THE OPTION TO RENEW FOR AN ADDITIONAL FIVE-YEAR PERIOD, WITH AN INITIAL MONTHLY FEE OF $2,940.44 ($13.65/SF) AND A $15 CHARGE PER HOUR FOR OVERTIME AIR CONDITIONING USAGE, PLUS $90 PER MONTH FOR EACH OF SIX PARKING SPACES, AND AT ALL TERMS AND CONDITIONS SET FORTH IN THE LEASE AGREEMENT; ALLOCATING FUNDS FROM ACCOUNT INDEX CODE NO. 001000.830101. BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The City Manager is authorized!/ to execute a Lease Agreement, in substantially the attached form, with Justice Investment Associates, Ltd., for use of approximately 2,585 square feet of office space located at 155 South Miami Avenue, PH 1-B, Miami, Florida, for the Civilian Investigative Panel, for 1� The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code provisions. ATTACPHANT (S) 111 E i CITY Comnswu MEETING CE J- `` 2003 xesoki:ma up. .03- 006 a five-year period with the option to renew for an additional five-year period, for an initial monthly fee of $2,940.44 ($13.65/SF) and a $15 charge per hour for overtime air conditioning usage, plus $90 per month for each of six parking spaces, and at all terms and conditions set forth in the Lease Agreement, with funds allocated from Account Index Code No. 001000.830101. Section 2. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.2/ PASSED AND ADOPTED this 9th day of Januar2003. /lei /'/� • ATTEST: PRISCILLA A. T OMPSON CITY CLERK _ APPROVED9iFORM CORRECTNESS:% LLO W6803:AS:BSS A. DIAZ, MA If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. Page 2 of 2 03- 006 r LEASE AGREEMENT THIS AGREEMENT made on the day of 2002 by and between JUSTICE INVESTMENT ASSOCIATES LTD, a Florida limited partnership, hereinafter called the "LANDLORD," and THE CITY OF MIAMI, a Florida Municipal Corporation for the us and benefit of the DEPARTMENT OF PROFESSIONAL COMPLIANCE, hereinafter called the "TENANT," WITNESSETH: That LANDLORD, for and in consideration of the restrictions and covenants herein contained, hereby leases to TENANT and TENANT hereby agrees to lease from LANDLORD the premises described as follows: Approximately 2,585 rentable square feet of air-conditioned and heated office space, calculated as outlined below, at 155 South Miami Avenue, PH -IB, Miami, Florida (see Exhibit A); The Building's square footage is 152,850 rentable square feet, of which 2,248 square feet of usable square feet is to be occupied by TENANT as the Premises. The ratio of rentable square footage to usable square footage in the Building is presently 115% (the "Factor"), which results in a rentable square footage in the Premises of 2,585. The terms "rentable" and "usable" square footage (or area) shall have the meanings ascribed to them by the Building Owners and Managers Association International (BOMA) as the "American National Standard", as amended and in effect at the time of the execution of this Lease. Rentable area for the Premises and the Building shall be recomputed upon completion of the Building and/or the Premises. The respective rentable areas of the Premises, the Building and the Factor shall be certified by a licensed architect or engineer or by a duly qualified measurement specialist by the LANDLORD upon completion of the Building and the Premises. TENANT shall have the right to independently review and measure the Premises and the Building upon TENANT's taking of possession of the Premises. If there is a dispute as to the respective rentable areas the Premises, the Building and the Factor, and the parties cannot resolve any differences, the parties agree to have their respective measurement experts appoint an independent third party certified expert, either licensed architect or engineer or duly qualified measurement specialist to arbitrate and make a final determination as to the final rentable square footage areas and the Factor and the parties agree to be bound by said determination of the third party independent measurement expert. 0 3- 0 TO HAVE AND TO HOLD unto the said TENANT for a term of --.,e (5) years, commencing upon the occurrence of all of the following: approval by the City Commission (unless vetoed by the Mayor, in which case shall become effective only upon a 2/3 override of the Commission), substantial completion of alterations by LANDLORD and their written acceptance by TENANT, which will not be unreasonably withheld or delayed, and terminating five (5) years thereafter for an annual base rent of THIRTY - FIVE THOUSAND TWO HUNDRED EIGHTY - FIVE Dollars and 25/100 ($35,285.25), payable in twelve (12) equal monthly installments of TWO THOUSAND NINE HUNDRED FORTY Dollars and 44/100 ($2,940.44). TENANT agrees to pay LANDLORD rent, payable in advance on the first day of every month at c/o Panther Management Corp., 155 South Miami Avenue, PH -IIA, Miami, Florida 33130 or at such other place and to such other person as LANDLORD may from time to time designate in writing, as set forth herein. The rent for the second and for each subsequent year through the fifth year shall increase annually by 80/100 per rentable square foot ($0.80/rsf) per annum. Additionally, Landlord will provide to Tenant six (6) parking spaces in the adjoining parking garage at a first year rental rate of ninety dollars and 00/100 ($90.00) per parking space per month, or a total first year cost of SIX THOUSAND FOUR HUNDRED EIGHTY Dollars and 00/100 ($6,480.00/year), payable in twelve (12) equal monthly installments of FIVE HUNDRED FORTY Dollars and 00/100 ($540.00/month). The rent for the second and for each subsequent year through the fifth year shall increase annually based upon the increase in Landlord's cost, but by no more than five percent (5%) above the previous year's rent. IT IS FURTHER MUTUALLY UNDERSTOOD AND AGREED BY THE RESPECTIVE PARTIES HERETO: ARTICLE I USE OF DEMISED PREMISES The area of the demised premises shall be used by TENANT for the performance of City business by City departments, agencies, and authorities and for the performance of work incidental thereto, which will necessarily entail services performed for the general public. ARTICLE II CONDITION OF PREMISES LANDLORD, at its own expense, shall cause the demised premises to be in a state of good repair and suitable for usage by TENANT at the commencement of the term of this Lease Agreement, subject to the provisions of ARTICLE XVIII, "Improvements of the Demised Premises". 03- 006 Subject to the above, TENANT hereby accepts the premises to be in a state of good repair and suitable for usage by TENANT at the commencement of the term of this Lease Agreement, after completion of alterations and acceptance by TENANT. ARTICLE III UTILITIES LANDLORD, during the term hereof, shall pay all charges for water, waste disposal services, and electricity used by ARTICLE IV MAINTENANCE LANDLORD agrees to provide, repair or replace, as necessary, and maintain and keep in good repair, condition, and appearance, during the term of this Lease Agreement or any extension or renewal thereof, the exterior of the building and the following: Plumbing and electrical lines, fixtures, and equipment; Trash and refuse disposal; Janitorial and custodial services, as outlined in Exhibit B; Exterior and Interior pest management services; Halls, stairways, elevators, and lavatories; Air-conditioning and heating equipment; Roof and roof leaks; Windows, doors, and frames;and Fire equipment, including inspection as required by applicable fire codes. LANDLORD, at its sole cost and expense, shall perform or cause to be performed in the premises during the term of this Lease Agreement (except for Saturdays, Sundays, and holidays) after 5:00 p.m. the maintenance, trash disposal, janitorial services, custodial services, and services as described above. Upon the failure of LANDLORD to effect repairs or perform the above -stated services pursuant to this Lease Agreement after ten (10) business days' written notification to do so by TENANT, TENANT may cause the repairs to be made and deduct their cost from the rental payments due and to become due until in each instance TENANT has fully recovered such costs in accordance with audited costs of repair furnished by TENANT to LANDLORD, except TENANT'S right to make such repairs and take such deduction shall be limited, in each case, to an amount equal to one (1) month's rent without the expressed prior authorization of the LANDLORD. In the event of an emergency, TENANT, after proper notification to the Landlord and failure of the LANDLORD to 03- 006 take immediate action, may perform repairs that are the LANDLORD's responsibility and receive a credit against rental payments or a cash reimbursement from LANDLORD for the actual costs thereof, without limitation. During the term of this Lease Agreement or any renewal thereof, in TENANT's reasonable judgment, a condition exists with respect to any matter in which the LANDLORD is obligated to maintain, that adversely affects TENANT's operations, and after proper notice, LANDLORD fails to repair same as required, TENANT may make such repairs and deduct the cost thereof from rental payments or any other amounts due to LANDLORD hereunder except TENANT's right to make such repairs and take such deduction shall be limited, in each case, to an amount equal to one (1) month's rent without the expressed prior authorization of the LANDLORD. All of the aforesaid repairs shall be made with reasonable diligence and in a good and workmanlike manner. TENANT shall be responsible for the interior of the Premises except for the items described herein Article IV. TENANT shall use its best efforts not to commit or allow any waste or damage to be committed on any portion of the premises. TENANT shall at its own cost and expense make any repair or replacement to the premises required by the willful or negligent acts of the TENANT's agents, employees, invitees or visitors. If TENANT fails to make such repairs or replacements, TENANT shall reimburse LANDLORD the costs thereof as additional rent upon the presentation of paid bills for such repairs or replacements. TENANT shall not permit the presence, handling, use, storage or transportation of hazardous or toxic materials in or about the Premises or the Building, except in strict compliance with all laws, ordinances, rules, regulations, orders and guidelines of all governmental authorities having jurisdiction and the applicable Board of Insurance Underwriters (collectively the "Toxic Waste Regulations"). In no event shall hazardous or toxic materials be disposed of in or about the Premises or the Building but shall only be disposed of by means of a duly licensed hazardous waste disposal service. TENANT shall provide LANDLORD with copies of all pertinent documentation establishing disposal in accordance with the foregoing including, without limitation, manifests and receipts for materials. TENANT shall obtain and maintain throughout the initial term and any extension or renewal thereof, all licenses and permits required in connection with TENANT's activities which may involve hazardous or toxic materials. TENANT shall allow access to the Premises by the Miami -Dade County 03- 006 Department of Environmental Resources Management and LANDLORD so that such parties may assure compliance with the requirements of this subparagraph. TENANT acknowledges that it is aware of the penalties for improper disposal of hazardous waste as set forth in Section 393.727, Florida Statutes, as it now exists or as hereafter may be amended, supplemented or renumbered and TENANT hereby warrants, represents and covenants to and with LANDLORD that TENANT shall comply with all requirements of the Toxic Waste Regulations including, without limitation, the applicable requirements of Chapter 393, Florida Statutes, as it now exists or as hereafter may be amended, supplemented or renumbered. TENANT represents and warrants that TENANT shall at all times during the initial term and any extension or renewal thereof, be in compliance with the Toxic Waste Regulations, and shall indemnify, defend and hold LANDLORD and LANDLORD's mortgagees harmless from and against any and all claims, liabilities, injuries, damages, costs and expenses (including attorney's fees) arising out of or in connection with any breach of the covenants, representations or warranties of this subparagraph to the extent and within the limitations of Section 768.28, Florida Statutes. The foregoing indemnity shall survive the termination of this Lease with respect to matters which arise or occur prior to the termination of this Lease. ARTICLE V ALTERATIONS BY TENANT TENANT may not make any alterations, additions, or improvements in or to the premises without the prior written consent of LANDLORD. Landlord will not unreasonably refuse or delay its consent for minor, non- structural or cosmetic alterations which are not fixtures and do nut change the appearance of the Premises. All additions, fixtures, or improvements (except but not limited to store and office supplies, furniture, and fixtures which are readily removable without injury to the premises) shall be and remain a part of the premises at the expiration of this Lease Agreement. Subject to the above, any removable partitions installed by TENANT within the demised premises shall remain TENANT's property and may be removed by TENANT upon the expiration of the Lease Agreement or any renewal or cancellation hereof. 03- 006 V ARTICLE VI DESTRUCTION OF PREMISES In the event the demised premises should be destroyed or so damaged by fire, windstorm, or other casualty to the extent that the demised premises are rendered untenantable or unfit for the purpose of TENANT, LANDLORD shall have sixty (60) days to make premises tenantable, otherwise either party may cancel this Lease Agreement by the giving of written notice to the other; however, if neither party shall exercise the foregoing right of cancellation within sixty (60) days after the date of such destruction or damage, LANDLORD shall cause the building and demised premises to be repaired and placed in good condition as soon as practical thereafter. In the event of cancellation, TENANT shall be liable for rents only until the date of such fire, windstorm, or other casualty. In the event of partial destruction which shall not render the demised premises wholly untenantable, the rents shall be proportionately abated in accordance with the extent to which TENANT shall be deprived of use and occupancy. TENANT shall not be liable for rent during such period of time as the premises shall be totally untenantable by reason of fire, windstorm, or other casualty. ARTICLE VII DISABLED INDIVIDUALS LANDLORD understands, recognizes, and warrants to the best of its knowledge that all common areas are, and shall at all times be maintained, in accordance with the requirements for disabled individuals contained in the Americans with Disabilities Act of 1990 (the "ADA") and Section 553.501 et seq. of the Florida Statutes, as presently written and as may be hereafter amended. LANDLORD further warrants that the demised premises and access thereto, including but not limited to rest rooms, hallways, entryways to the street. LANDLORD covenants and agrees that the demised premises and access thereto shall at all times be maintained in accordance with those requirements at LANDLORD's cost and expense, except where changes are required as a result of TENANT's change in program or work force. 03- 006 LANDLORD agrees to correct any and all violations of the obligations of LANDLORD under this Section within thirty (30) days of written notice by TENANT of the existence of the same, provided that, if such violations cannot feasibly be corrected within said thirty (30) day period, then LANDLORD agrees to commence such repairs within said thirty (30) day period and to diligently pursue the completion of same within a reasonable period thereafter. LANDLORD recognizes and agrees that, throughout the term of the Lease Agreement, TENANT may in its discretion change its employees or programs which operate from the leased premises. LANDLORD agrees that TENANT may, at TENANT's expense, make such changes to the leased premises or the access thereto as may be required by TENANT to accommodate disabled individuals or to provide program accessibility in connection with any such change in TENANT's programs or work force. ARTICLE VIII NO LIABILITY FOR PERSONAL PROPERTY All personal property placed or moved in the premises above described shall be at the risk of TENANT or the owner thereof. LANDLORD shall not be liable to TENANT for any damage to said personal property unless caused by or due to negligence or willful misconduct of LANDLORD, LANDLORD's agents or employees. ARTICLE IX SIGNS Interior door entry signs will be of the design and form of letter to be first approved by LANDLORD, the cost of signage to be paid by TENANT, except LANDLORD shall provide, at LANDLORD's sole cost and expense, listing on the building's directory. All signs shall be removed by TENANT at termination of this Lease Agreement and any damage or unsightly condition caused to the building because of or due to said signs shall be satisfactorily corrected or repaired by TENANT. ARTICLE X LANDLORD'S RIGHT OF ENTRY LANDLORD or any of its agents shall have the right to enter said premises during all reasonable 03- 006 working hours, upon the giving of twenty-four (24) hours' prior notice, unless an emergency exists, to examine the same or to make such repairs, additions, or alterations as may be deemed necessary for the safety, comfort, or preservation thereof of said building or to exhibit said premises and to put or keep upon the doors or windows thereof a notice "FOR RENT" at any time within sixty (60) days before the expiration of this Lease Agreement. ARTICLE XI LIABILITY FOR DAMAGE OR INJURY TENANT shall not be liable for any damage or injury which may be sustained by any party or person on the demised premises other than the damage or injury caused by the negligence of TENANT, subject to all limitations of Florida Statutes, Section 768.28, and other applicable laws. Tenant reserves it's sovereign immunity. ARTICLE XII PEACEFUL POSSESSION Subject to the terms, conditions, and covenants of this Lease Agreement, LANDLORD agrees that TENANT shall and may peaceably have, hold, and enjoy the premises above described, without hindrance or molestation by LANDLORD. ARTICLE XIII SURRENDER OF PREMISES TENANT agrees to surrender to LANDLORD at the end of the term of this Lease Agreement, or any extension thereof, said leased premises in as good condition as said premises were at the beginning of the term of this Lease Agreement, ordinary wear and tear and damage by fire and windstorm or other acts of God excepted. ARTICLE XIV INDEMNIFICATION AND HOLD HARMLESS TENANT does hereby agree to indemnify and hold harmless the LANDLORD only for acts of omissions or the Tenant's own negligence, to the extent and within the limitations of Section 768.28. Florida Statutes. subiect to the provisions of that Statute wherebv the Tenant shall not be held liable to pay a personal injury or property damage claim or judgment by any one person which exceeds the sum of $100,000, or any claim or judgments or portions thereof, which, when totaled with all other occurrence, exceeds the sum of $200,000 from any and all personal injury or property damage claims, liabilities, losses or causes of action which may arise solely as a result of the negligence of the TENANT. However, nothing herein shall be deemed to indemnify the LANDLORD from any liability or claim arising out of the negligent performance or failure of performance of the LANDLORD or any unrelated third party. ARTICLE XV ASSIGNMENT OR SUBLET TENANT shall not assign this Lease Agreement or any part thereof or sublet all or any part of the premises without prior written consent of LANDLORD, which shall not be unreasonably withheld. Any assignment or subletting consented to by LANDLORD shall be evidenced in writing in a form acceptable to LANDLORD. ARTICLE XVI SUCCESSORS IN INTEREST It is hereby covenanted and agreed between the parties that all covenants, conditions, agreements, and undertakings contained in this Lease Agreement shall extend to and be binding on the respective successors and assigns of the respective parties hereto, the same as if they were in every case named and expressed. ARTICLE XVII NOTICES It is understood and agreed between the parties hereto that written notices addressed and sent by certified or registered mail, return receipt requested, first class, postage prepaid and addressed as follows: 03- 006 TENANT: LANDLORD: Justice Investment Associates Ltd c/o Panther Management Corp. 155 South Miami Avenue, PH -IIA Miami, Florida 33130 shall constitute sufficient notice to TENANT, and written notice addressed to LANDLORD, and mailed or delivered to the address as stated above, shall constitute sufficient notice to LANDLORD to comply with the terms of this Lease Agreement. Notices provided herein in this paragraph shall include all notices required in this Lease Agreement or required by law. ARTICLE XVIII IMPROVEMENTS OF THE DEMISED PREMISES A. LANDLORD'S WORK: LANDLORD agrees that LANDLORD shall cause LANDLORD's architect to prepare permit drawings pursuant to the floor plan ("Floor Plan") attached hereto as Exhibit A and made a part hereof, and shall instruct the Architect to complete the permit drawings as expeditiously as practical under the circumstances. The permit drawings will include the items set forth on the Floor Plan, as well as provisions for electricity and such other matters as may be required in order to obtain a permit and to make the premises ready for TENANT's occupancy. LANDLORD agrees to complete the Floor Plan and all work and improvements as set forth in the Floor Plan within ninety (90) days after the Board of City Commissioners has approved this Lease. Improvements to the demised premises shall be deemed substantially complete when a certificate of completion is issued and all work is done in accordance with the Floor Plan, notwithstanding the necessity to correct, adjust or complete certain items ("punch list"), so long as such corrections, adjustments or completions do not impede TENANT from using and occupying the demised premises for the purposes intended as expressed in this Lease. LANDLORD, at its sole cost and expense, shall provide all work required to satisfy the provisions of Article VII, "Disabled Individuals". 03- 006 ARTICLE XIX OPTION TO RENEW If the Tenant is not in material default of any of the terms and conditions of this Lease and occupies the Premises, it shall have the right with one hundred eighty days written notice (180) to Landlord prior to expiration of the then existing term to renew this Lease for one (1) additional five (5) year term. The Minimum Monthly Rent for the Renewal Period shall be at the market rental rate for the Premises as of the scheduled commencement of the Renewal Period taking into consideration relevant factors including the prevailing market rate for similar buildings in the Downtown Miami area, age of building, lease term, rate, tenant improvements, and any other concession provided to tenants. The Market Rate shall be determined as follows: (i) Thirty (30) days after written notification by Tenant that it is exercising its option to renew this Lease, Landlord shall give Tenant written notice setting forth the Market Rate relating to the Premises as determined in Landlord's reasonable discretion. If Tenant does not object in writing within thirty (30) days after receipt of Landlord's notice establishing Market Rate, the Market Rate shall be deemed conclusively established and binding on the parties for purposes of calculating Minimum Monthly Rent payable by Tenant during the Renewal Period. (ii) In the event Tenant shall timely object to the Market Rent as so proposed by Landlord, Tenant shall appoint a Florida Appraiser ("Appraiser") of its choice, who is a member in good standing of the Appraisal Institute and holding an MAI designation, currently state certified, is familiar with the office building rental values of buildings located in the vicinity of the Premises and has at least five (5) in commercial experience including the area in which the Premises is located. (iii) Within ten (10) days following Landlord's receipt of Tenant's notice of objection, Landlord shall appoint a Florida Appraiser ("Appraiser") of its choice, who is a member in good standing of the Appraisal Institute and holding an MAI designation, currently state certified, is familiar with the office building rental values of buildings located in the vicinity of the Premises and has at least five (5) years full time commercial experience including the area in which the Premises is located. (iv) If either Landlord or Tenant does not appoint an Appraiser within twenty (20) days after the other has given notice of the name of its Appraiser, the single Appraiser appointed will be the sole Appraiser and will set the then Prevailing Market Rate for the Premises. (v) If the two (2) Appraisers are appointed pursuant to this Section, they will meet promptly and attempt to set the then Prevailing Market Rate for the Premises. (vi) If they are unable to agree within thirty (30) days after the second Appraiser has been appointed, the two (2) Appraisers will select a Third Appraiser meeting the same qualifications stated in this section within ten (10) days after the expiration of the thirty (30) days mentioned above. (vii) The three (3) MAI Appraisers shall then determine by majority vote the Market Rate and send a notice specifying such amount to Landlord and Tenant not more than thirty (30) days after the appraisers have been appointed and met; provided, however, if the three (3) appraisers are unable to obtain a majority vote, then the average or mean of the two (2) closest appraisals shall be the Market Rate for the purposes of this section. (viii) Landlord and Tenant shall each bear the cost for their respective appointed appraisers and shall each bear one-half (1/2) the cost of the third appraiser and any other costs associated therewith, excluding however attorneys' fees. 03- 006 ARTICLE XX INSURANCE TENANT warrants that it has an on-going policy of self-insurance. LANDLORD acknowledges that Tenant will self -insure upon the Tenant's Risk Manager issuing a letter of self-insurance in the customary format used by Tenant. ARTICLE XXI HEATING, VENTILATION, AND AIR-CONDITIONING LANDLORD acknowledges that it is responsible for providing and maintaining, at no cost or expense to TENANT, a good, sufficient, and safe heating, ventilation, and air conditioning system to cool and heat the entire premises uniformly, and sufficient with TENANT's use of the premises. ARTICLE XXII BROKERAGE LANDLORD and TENANT each represent and warrant one to the other that except as may be hereinafter set forth, neither of them has contracted with any broker in connection with the negotiations of the terms of this Lease or the execution thereof. LANDLORD has advised TENANT that LANDLORD has contracted with Abood & Associates, Inc., as LANDLORD's broker, and that LANDLORD shall be soley responsible for any commission due to said broker in connection with this transaction pursuant to a separate written agreement. ARTICLE XXIII MAINTENANCE AND JANITORIAL SERVICES LANDLORD, at its sole cost and expense, shall perform or cause to be performed in the premises, on a daily basis during the term of this Lease Agreement (except for Saturdays, Sundays, and holidays) after 5:00 p.m., the maintenance and janitorial services with respect to the premises. LANDLORD shall repair, replace, and maintain, at its sole cost and expense, the HVAC, electrical, mechanical, utility, and plumbing systems servicing the premises, the roof and all other structural elements of the building except for damages to the interior of the 03- 006 premises caused by the negligence or willful misconduct of TENANT or TENANT's employees, agents, contractors, visitors, and/or invitees. ARTICLE XXIV LIENS TENANT shall keep the Premises, the Building and appurtenant land free from any liens arising out of services, work or materials performed, furnished or contracted for by TENANT, or obligations incurred by TENANT. Notwithstanding any other terms of this Lease, the interest of LANDLORD in and to the Building, or any part thereof shall not be subject to liens for any work, labor, services performed or materials supplied, or claimed to have been performed or supplied or any other lien cognizable under applicable laws by TENANT, TENANT's contractors, subcontractors, laborers and material suppliers supplying labor and/or materials for the Premises. ARTICLE XXV SUBORDINATION TENANT covenants that this Lease Agreement is and at all times shall be subject and subordinate to the lien of any mortgages now existing or which LANDLORD or any subsequent owner of the demised premises shall make covering said demised premises, or the building of which said premises are a part, and to any and all advances made or to be made under said mortgage or mortgages and to the interest thereon. Upon request from LANDLORD, TENANT shall execute reasonable documentation evidencing such subordination in a form reasonably acceptable to Tenant. No mortgage will, however, attach any tangible or intangible personal property of the Tenant. ARTICLE XXVI CONSTRUCTION A. PLANS: In the event of any conflict or ambiguity between the terms of the Lease Agreement and the approved plans and specifications, the approved plans and specifications shall be paramount and controlling. B. ACCEPTANCE OF LANDLORD'S WORK: LANDLORD acknowledges that 03- 006 TENANT's delivery of a written acceptance of the improvements, pursuant to Article XVII and other applicable provisions of this Lease, entry in the premises and commencement of rent shall be deemed an acceptance of LANDLORD'S WORK by TENANT, provided, however, that LANDLORD shall remain liable for: 1. LANDLORD's construction and repair obligations; 2. Latent defects; 3. "Punch -List" items; 4. Governmental requirements; and 5. Other representations of LANDLORD as set forth in this Lease Agreement. ARTICLE XXVII WAIVER OF LANDLORD'S LIEN LANDLORD, for itself and its successors and assigns, does hereby waive all rights to levy and/or distraint and all lien rights accrued and accruing as to all personal property, machinery, fixtures, and equipment, affixed or otherwise, now or hereafter belonging to or in the possession of TENANT. Further, TENANT may at its discretion remove from time to time all or part of its personal property, machinery, trade fixtures, and equipment. ARTICLE XXVIII NON -DISTURBANCE The Lease Agreement shall be subordinate and subject to all ground or underlying leases and mortgages covering the fee of the property, or which at any time thereafter affect the property, and to all renewals, modifications, or replacements thereof; provided, however, that with respect to any ground lease agreement, underlying lease agreement, or mortgage subsequent to the date of this Lease Agreement; such subordination shall not be effective unless and until LANDLORD shall obtain from any and all such ground lessors, underlying lessors, and/or lenders a written agreement with TENANT wherein any and all such ground lessors, underlying lessors, and/or lenders shall agree that the Lease Agreement shall not be divested or in any way affected by foreclosure, other default proceedings, or other succession in interest by or under any ground lease agreement, lease agreement mortgage, or obligation secured thereby, so long as TENANT complies with the terms, conditions, and covenants of this Lease Agreement and performs its obligations under this Lease Agreement (said agreement being referred to herein as a "Non -Disturbance Agreement"). If LANDLORD shall so fail to obtain 03- 006 a Non -Disturbance Agreement from any ground lessor, holder of any mortgage, or underlying lessor, then the parties recognize that this Lease Agreement shall be and remain superior to any such ground lease agreement, underlying lease agreement, and/or mortgage entered into or executed subsequent to the date of this Lease Agreement. Further, with respect to any and all existing ground lease agreement, underlying lease agreement, and/or mortgage, prior to the commencement of the construction of LANDLORD'S WORK, LANDLORD shall obtain from any and all ground lessors, underlying lessors, and/or lenders a Non -Disturbance Agreement. ARTICLE XXIX TAXES LANDLORD shall be responsible for the payment of all real estate taxes levied against the building. ARTICLE XXX FORCE MAJEURE TENANT and LANDLORD shall be excused for the period of any delay and shall not be deemed in default with respect to the performance of any of the non -monetary terms, covenants, and conditions of the Lease Agreement when prevented from so doing by cause or causes beyond TENANT's ,or LANDLORD's control, excluding filing of bankruptcy, but which shall include, without limitation, all labor disputes, governmental regulations or controls, fire or other casualty, acts of God, or any other cause, whether similar or dissimilar to the foregoing, not within the control of TENANT or LANDLORD. ARTICLE XXXI LANDLORD'S DEFAULT It shall constitute a default of this Lease Agreement by LANDLORD if, except as other- wise provided in this Lease Agreement, LANDLORD fails to observe or perform any of the covenants, 03- 006 conditions, or provisions of this Lease Agreement to be observed or performed by LANDLORD, where such failure shall continue for a period of thirty (30) days after written notice thereof from TENANT to LANDLORD; provided, however, that if the nature of LANDLORD's non-compliance is such that more than thirty (30) days are reasonably required for its cure, then LANDLORD shall not be deemed to be in default if LANDLORD commenced such Cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion. In the event of any such default by LANDLORD, TENANT may at any time thereafter bring an action for termination, and/or injunctive relief (it being recognized that in such event TENANT is irreparably harmed for which there is no adequate remedy at law). No remedy of TENANT provided for in the Lease Agreement shall be considered to exclude or suspend any other remedy provided for herein, but the same shall be cumulative and in addition to TENANT's remedies at law or in equity. ARTICLE XXXII RESPONSIBILITY FOR DAMAGE TO DEMISED PREMISES If TENANT shall fail to perform its obligations under ARTICLE IV and ARTICLE XXIV after thirty (30) days' written notice from LANDLORD, then LANDLORD shall have the right to make such repairs or replacements and any reasonable cost so incurred by LANDLORD shall be paid by TENANT, in which event such cost shall become additional rent payable with the installment of rent next becoming due under the terms of this Lease Agreement. ARTICLE XXXIII WAIVER If, under the provisions hereof, LANDLORD or TENANT shall institute proceedings and a compromise or settlement thereof shall be made, the same shall not constitute a waiver of any covenant herein contained nor -of any of LANDLORD's or TENANT's rights hereunder, unless expressly stated in such settlement agreement. No waiver by LANDLORD or TENANT of any provision hereof shall be deemed to have been made unless expressed in writing and signed by both parties. No waiver by LANDLORD or TENANT of any breach of covenant, condition, or agreement herein contained shall operate as a waiver of such covenant, condition, or agreement itself, or of any subsequent breach thereof. 03, 00 No payment by TENANT or receipt by LANDLORD of lesser amount than the monthly installments of rent (or additional rent obligations stipulated) shall be deemed to be other than on account of the earliest stipulated rent nor shall any endorsement or statement on any check or letter accompanying a check for payment of rent or any other amounts owed to LANDLORD be deemed an accord and satisfaction and LANDLORD may accept such check or payment without prejudice to or waiver of LANDLORD's right to recover the balance of such rent or other amount owed or to pursue any other remedy provided in this Lease Agreement. No reentry by LANDLORD and no acceptance by LANDLORD of keys from TENANT shall be considered an acceptance of a surrender of this Lease Agreement. ARTICLE XXXIV DEFAULT OF TENANT If TENANT shall fail to pay any monthly installment or item of rent on the date when the same becomes due or shall violate or fail to perform any of the other conditions, covenants, or agreements herein made by TENANT, and if such violation or failure continues for a period of thirty (30) days after written notice thereof to TENANT by LANDLORD (except for failure to pay rent, which shall have a fifteen (15) day period for cure after written notice thereof to TENANT by LANDLORD), and further, if TENANT shall be diligently attempting to cure such failure to perform any other conditions, covenants, or agreements, the time to cure such failure shall be extended for so long as TENANT shall diligently prosecute (such cure), then LANDLORD may proceed with any remedy available at law or in equity in the State of Florida or by such other proceedings, including reentry and possession, as may be applicable. All rights and remedies of LANDLORD under this Lease Agreement shall be cumulative and shall not be exclusive of any other rights and remedies provided to LANDLORD under applicable law. ARTICLE XXXV LANDLORD'S RIGHT TO REPAIR LANDLORD shall have access to all air conditioning and heating equipment and to all other mechanical, electrical, plumbing and utility installations servicing the Building and the Premises upon twenty-four (24) hours prior written notice to TENANT, except in the event of an emergency, in which case such notice shall be reason- 03- 006 able under the circumstances. At the election of TENANT, LANDLORD shall be accompanied by an employee of TENANT, except in the event of an emergency. LANDLORD shall use its best efforts to minimize any interference to TENANT's usage of the Premises during the exercise of any rights granted to LANDLORD herein. In the event that, because of the act or negligence of LANDLORD, its employees, agents, or contractors, LANDLORD shall fail to provide, or cause to be provided, to substantially all of the premises, air conditioning, plumbing (unless LANDLORD shall provide other facilities in the building), any elevator service or electricity for more than two (2) continuous business days, the rent shall equitably abate based on any substantial portion of the premises affected until the situation is corrected. Notwithstanding anything contrary to the above, any act caused by force majeure is not included herein. ARTICLE XXXVI ESTOPPEL CERTIFICATES LANDLORD and TENANT agree, at any time and from time to time, upon not less than ten (10) business days prior written notice by such party, to execute, acknowledge, and deliver to the other a statement in writing: A. certifying that this Lease Agreement has been unmodified since its execution and is in full force and effect (or if Lease Agreement has been modified since its execution, that it is in full force and effect, as modified, and stating the modifications); B. stating the dates, if any, to which the rent and sums hereunder have been paid by TENANT; C. stating whether or not to the knowledge of LANDLORD or TENANT, as the case may be, there are then existing any defaults under this Lease Agreement (and, if so, specifying the same); and D. stating the address to which notices to LANDLORD or TENANT, as the case may be, should be sent. Any such statement delivered pursuant thereto shall provide that such statement may be relied upon by LANDLORD or TENANT or any prospective purchaser or mortgagee or lessee or assignee of the Property, or any part thereof or estate therein. 03- 006 ARTICLE XXXVII AMENDMENT All amendments to this Lease Agreement must be in writing and signed by both of the parties utilizing the same format as were used in its execution.. ARTICLE XXXVIII ENVIRONMENTAL QUALITY Without prejudice to any other obligation of LANDLORD pursuant to this Lease Agreement, LANDLORD shall at all times comply with the following requirements: A. INDOOR AIR QUALITY. LANDLORD shall at all times maintain the Heating, Ventilating, and Air Conditioning System (HVAC) and shall perform at least the minimum periodic preventive maintenance on the HVAC system equipment as specified in the attached Exhibit C, "HVAC System Preventive Maintenance For Leased Space" and applicable to TENANT premises. B. WATER QUALITY. LANDLORD shall, prior to occupancy by TENANT and following any buildout, changes, or repairs by LANDLORD involving the plumbing system, have the drinking water sampled and tested for lead by a recognized Testing Laboratory. Results of such tests shall not exceed the EPA standard for lead in drinking water of 15 PPB. The drinking water test shall be paid for by LANDLORD and the original test results shall be furnished to TENANT. C. NOTICE OF PEST MANAGEMENT OPERATIONS. The use of pesticide sprays or dusts in the leased premises as part of pest control services shall only be used in places of infestation as demonstrated by sticky traps or other such devices and TENANT observation but never as a preventative. Such spot sprays or dusts shall be only after normal working hours to allow for ventilation before TENANT employees re-enter TENANT premises. TENANT encourages LANDLORD to employ the use of traps, baits, or portable vacuums before resorting to pesticide sprays or dusts. LANDLORD shall give TENANT twenty-four (24) hours' notice prior to commencement of pest control services that include sprays or dusts with any kind of pesticide or other chemicals. LANDLORD shall provide reasonable assurance that any and all such chemicals are being handled in accordance with the Material Safety Data Sheet (MSDS) provided by their manufacturer. 03- 006 D. NOTICE OF RENOVATION OPERATIONS. LANDLORD shall act to prevent the degradation of indoor air quality during any building renovation, remodeling, and similar activities that could allow off -gassing from embodied chemicals in construction materials, furniture, or equipment into spaces occupied by and common areas used by TENANT. LANDLORD and its designated contractor will use only nontoxic paint or other surface coatings and will cause the space to be continuously ventilated with outside air to prevent the build-up of chemical gases from construction materials, carpet, carpet glues, or other emissive materials during the buildout or renovation of the demised space. ARTICLE XXXIX RADON 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. ARTICLE XL HOLDOVER If TENANT, with LANDLORD's consent, remains in possession of the premises after expiration of the term and if LANDLORD and TENANT have not executed an expressed written agreement as to such holding over, then such occupancy shall be a tenancy from month to month at a monthly rental for the first month and each month thereafter, after expiration of the term, equal to the greater of one hundred fifty percent (150%) of the monthly rental in effect immediately prior to expiration or market rent, such payments to be made as herein provided. In the event of such holding over, all of the terms of the Lease Agreement including the payment of all charges owing hereunder other than rent shall remain in force and effect on said month to month basis. ARTICLE XLI WRITTEN AGREEMENT The recitals contained in the first two pages of the Lease, and all Exhibits to this Lease are deemed as being incorporated by reference herein as if set forth in full. This Lease Agreement contains the entire agreement between the parties hereto and all previous negotiations leading thereto, and it may be modified only by an amendment to this Lease. 03- 006 ARTICLE XLH APPLICABLE LAW This agreement shall be construed under the laws of the State of Florida. In any litigation arising between the parties, the parties shall waive their right to a jury trial to file permissive counterclaims or to claim attorney's fees from the other. Venue for any litigation or Administrative Proceedings shall be in Miami Dade County, Florida. IN WITNESS WHEREOF, LANDLORD and TENANT have caused this Lease Agreement to be executed by their respective and duly authorized officers the day and year first above written. (CORPORATE SEAL) JUSTICE INVESTMENT ASSOCIATES LTD, a Florida limited partnership Corporate Secretary By: PANTHER JUSTICE, INC., a Florida corporation, General Partner Witness Jeff Krinsky, Vice President Witness (OFFICIAL SEAL) ATTEST: By: Priscilla Thompson, City Clerk APPROVED to LEGAL FORM AND CORRECTNESS: By: Alejandro Vlarello, City Attorney APPROVED as to INSURANCE REQUIREMENTS: By: Elliot Fixter, Risk Manager TENANT: CITY OF MIAMI, FLORIDA By: City Manager 03- 006 . .11: 14-ITIMFIRUX The LANDLORD agrees to furnish janitorial and cleaning services as part of this Lease Agreement. This includes furnishing all cleaning/maintenance equipment and cleaning supplies as required, including but not limited to, bathroom tissue, paper towels, trash receptacle liners and hand soap (preferably liquid). All supplies are to be of good quality acceptable in the janitorial profession and of satisfactory quality suitable to the needs of personnel. a) b) C) Cleaning of the facility shall be accomplished in accord with the following schedule: Daily: Carpeted areas - vacuum. Non -carpeted areas - dustmop - spray buff as required, remove gum and other materials, spot damp mop to remove stains or spots. Weekly: Non -carpeted areas - damp mop and spray buff. Monthly: Strip and wax lobby, waiting and tile restroom areas. Quarterly: Strip and wax hallway floors. (Apply three coats of Johnson Complete Wax or equivalent). Semiannually: Machine clean carpets in hallways. Other areas are to be cleaned, if their condition so dictates. Strip, reseal and wax with nonskid wax all normally waxed floors. Annually: Machine clean all carpet throughout the facility. Weekly: Spot clean. Clean light switch plates and surrounding wall areas. Dust windowsills, ledges, fixtures, etc. Monthly: Dust or vacuum HVAC registers. Annually: Clean all light fixture diffuses and wipe dust off light bulbs. Daily: Spot clean entrance and vicinity glass both inside and outside. Spot clean directory and internal glass or windows. Semiannually: Clean inside of external windows. 03- 006 d) Daily: Clean and sanitize. Replenish supply of disposable cups (if applicable). e) FURNISHINGS Daily: Dust tables, chairs, credenzas, file cabinets, bookcases, etc. Do not disturb any papers lying on desks or cabinets. Weekly: Dust and clean all ornamental wall decorations, pictures, charts, chalkboards, etc. Dust draperies, blinds or other window treatments. Semiannually: Vacuum all drapes, blinds or other window treatments. 11 . Daily: Empty and clean all trash receptacles. Receptacle liners are to be used and changed as necessary. Remove all collected trash to external dumpsters or trash containers. In conference rooms, reception areas, etc., remove accumulated trash, paper cups, soda cans, etc. g) RESTROOMS Daily: Maintain in a clean sanitary condition: floors, walls, doors, stalls, partitions, shelves, sinks, commodes, urinals, bath facilities, soap and towel dispensers. Clean and polish mirrors. Empty and sanitize trash and sanitary napkin receptacles. Replenish supplies of tissue, towels and soap. Monthly: Clean ceramic tile surfaces with a strong cleaner or bleach so that tile and grout have uniform color. h) LOUNGE AND KITCHEN AREAS Daily: Clean and sanitize sinks and counter areas. NOTE: THE WASHING OF EMPLOYEE'S DISHES OR THE REFRIGERATOR IN THE LOUNGE OR KITCHEN AREAS ARE NOT REQUIREMENTS OF THIS CONTRACT. Daily: Sweep outside area immediately adjacent to building entrances. Keep surrounding areas free of trash. 03" 00f f 1 t Empty outside trash receptacles. Weekly: Sweep all exterior access areas, e.g., sidewalks, porches, courtyards, etc. Perform other such services as are necessary to keep the facility clean and in a sanitary condition. In providing of the aforementioned services: Only actual employees of the janitorial contractor are to be admitted to the premises. During after hours cleaning, all outside doors are to be locked and janitorial staff are not to provide access to anyone into the facility. Janitorial staff are to check exterior doors and windows to insure the facility is secure at the time of leaving the facility. LANDLORD shall provide reasonable assurance that any and all chemicals are being handled in accordance with the Material Safety Data Sheet (MSDS) provided by their manufacturer. A copy of the MSDS for each cleaning agent or chemical used by janitorial service shall be provided to TENANT. Only those cleaning agents or chemicals approved by TENANT shall be used in the demised premises. 03- 006 .► a ': / � ►/ u; I� ►;� 1: t '; The following components are typically found in the Heating, Ventilating, and Air Conditioning (HVAC) systems in Miami - Dade County buildings; each component has the typical maintenance activity and minimum frequency noted: I. FILTERS - Applicable to all supply conditioned air to TENANT premises: A. High -efficiency type (ASHRAE rated 85%) - preferred - changed every 2 years. B. Electrostatic antimicrobial - minimum acceptable - cleaned every 30 days. II. OUTSIDE AIR INTAKE - applicable on all central systems: A. Check for cleanness and operation if motorized louvers - filter preferred - quarterly. III. TEMPERATURE AND HUMIDITY - Temperature 73-78 degrees - Humidity 50-60%: A. ASHRAE generally accepted comfort zone for South Florida. B. Check controls and verify temperature and humidity are at or near guidelines - monthly. IV. AIR HANDLER - Separate type or self contained in AC package unit as applicable: A. Clean coils and check for leaks and loose connections - check quarterly. B. Lubricate fan motors and check belts - quarterly. C. Check air intake and exhaust - quarterly. D. Check fan motors for overheating and vibration - quarterly. E. Check structural frame for sturdiness - quarterly. F. Check and clean contact points in switches - quarterly. G. Check condensate drip pan for standing water. Clean and spray with algicide quarterly. H. Check, remove trash, and clean condensate drain and trap - quarterly. V. COMPRESSOR - Separate or self-contained in AC package unit as applicable: A. Check for indication of leakage - monthly. B. Check pressure and temperature - quarterly. VI. PUMPS as applicable: A. Inspect belts for damage, tension, and alignment - quarterly. B. Check bearings and seals (motor and pump) - quarterly or semi-annually. C. Check phase voltage and impeller - yearly. VII. COOLING TOWER as applicable: A. Check water level - minimum monthly - prefer weekly. B. Check oil level in gear reducers - monthly. C. Check for leaks and excessive noise or vibration - monthly. D. Check water quality/chemical treatment - monthly. VIII. BUILDING EXTERIOR: A. Check for water infiltration into walls or above ceilings to prevent mold and mildew - quarterly. IX. CEILING TILES: A. Check and replace any ceiling tile that shows water stains to prevent mold spores - quarterly. X. SUPPLY AND RETURN AIR DUCTS: A. Remove ceiling diffuser and clean, check for visible sign of dirt around the opening or dirt coming out of duct openings on supply air diffusers - yearly. If they are dirty, then clean the ducts. 63- 006 -i CITY OF MIAMI, FLORIDA CA=9 Honorable Mayor and Members TO: of the City Commission RECOMMENDATION INTER -OFFICE MEMORANDUM DEC 2 4 2002 DATE: Resolution Authorizing Executio i SUBJECT of Lease Agreement with Justice Investment Associates, Ltd. REFERENCES: ENCLOSURES: The administration recommends that the Miami City Commission adopt the attached Resolution authorizing the City Manager to execute a Lease Agreement (the "Agreement"), in substantially the attached form, between the City of Miami and Justice Investment Associates, Ltd (the "Landlord") for the use of 2,585 square feet of office space (the "Area") at 155 South Miami Avenue, PH -1-B, Miami, Florida 33130. The Agreement is for the purpose of providing office space to the Office of Professional Compliance. The Agreement shall be effective upon the City's possession of the office space. The City will pay an initial monthly fee of $2,940.44 ($13.65/SF) plus $90.00 per parking space in the garage for six (6) spaces per month. BACKGROUND The Office of Professional Compliance has been in existence for several years but their functions have broadened since the inception of the Civilian Investigative Panel ("CIP"). One of their functions is to monitor police activities within the community. They currently occupy office space at the Miami Police Headquarters and due to their new responsibility, they need to occupy office space independently and at the same time they need more office space. The office space must be centrally located and have access to public transportation. The City advertised for the needed office space. Only one proposal was received. Additionally, we consulted with a broker and other real estate listing services to identify potential sites. Rental rates of the sites reviewed ranged from $12.90 SF to $15.00 SF. These rents represent base rent in the first year of a lease for full service, net of parking. Financial Impact: Rent inclusive of parking will cost $41,765.28 in year one. If there is overtime usage of the air conditioning, there will be a $15.00 per hour charge. 03- 006 The Honorable Mayor and Members Of the City Commission Page 2 Highlights of the Agreement are as follows: Landlord: Justice Investment Associates, Ltd Tenant: City of Miami Office of Professional Compliance Location: 155 South Miami Avenue, PH 1-B Miami, Florida 33130 Square Feet: 2,585 Parking: six (6) spaces at $90.00 each per month 5% annual increases Commence- ment date: Upon City's possession of the office space Term: Five (5) year Option to Renew: One (1) Five (5) year term; To be negotiated Rent: $13.65 SF or $2,940.44 per month Rent Increase: .80 cents per square foot annually Security Deposit: none Utilities: Included in rent payment with the exception of overtime A/C to be charged at $15.00 per hour from 7:00 pm to 7:00 am. Improve- Landlord will buildout at no cost to the City ments: M ' enance: Included in rent payment XkA CAG/DB K/pgf 03-- 000 30-2002 11 12 CITY OF MIAMI U Budgetary I:gaat Analysis Department vieio� Ageada Item # (rawastobk) rx aka ;. . 4 Title and brief description of legislati� or`atttch:ordiaancelre8oly 305 416 2156 P.01/01 Is this item related to revenue? N("P- ✓: YES _ iljyta, akipaer ileus #7) Anthem sufficient funds'in Line Mesas _ . index Co&polo00. Minof-0 Code - Amount S »-:-r NO: ✓ Complete the following auestiora• »-x : Source of funds: Amount budee%d in the Lias Item i 7, q . (0 2.$ . DO Amount needed sa the Liao Item a 4� , 7 P Sufficient fnade will be trandferred from the hollowing line items: Any additional comments? - b YM ata.a fap i i" \A\i i• aw a " %W%74 • i 0!ffie. Date Daft • J TOTAL P.01 03-- 006