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HomeMy WebLinkAboutExhibit ACOMMERCIAL LEASE This Lease Agreement (this "Lease") is dated as of this day of 2023, by and between Zaldivar Holdings Inc., a Florida profit corporation ("Landlord"), and City of Miami, a municipal corporation of the State of Florida, ("Tenant"). The Landlord and the Tenant are collectively referred to as the "Parties" and the Parties agree as follows: PREMISES. Landlord, in consideration of the lease payments provided in this Lease, leases to Tenant 1,900 sq ft at office building Visvaya View Plaza (the "Premises") located at 2600 S.W. 3rd Avenue, Suite 301, Miami, FL 33129. USE. Tenant will use the Premises as an Office for the department of Fire -Rescue Urban Search & Rescue [ US & R } and other related uses. TERM. The lease term will begin on 01, 2023 and will terminate on 30, 2026. LEASE PAYMENTS. Tenant shall pay to Landlord monthly installments of four thousand seven hundred fifty dollars and zero cents ($4,750.00), payable in advance on the first day of each month. Lease payments shall be made to the Landlord at 2600 S.W 3rd Avenue, Suite 900, Miami, Florida 33129. The payment address may be changed from time to time by the Landlord. SECURITY DEPOSIT. At the time of the signing of this Lease, Tenant shall pay to Landlord, in trust, a security deposit of nine thousand five hundred dollars and zero cents ($9,500.00) to be held and disbursed for Tenant damages to the Premises (if any) as provided by law. POSSESSION. Tenant shall be entitled to possession on the first day of the term of this Lease, and shall yield possession to Landlord on the last day of the term of this Lease, unless otherwise agreed by both parties in writing. At the expiration of the term, Tenant shall remove its goods and effects and peaceably yield up the Premises to Landlord in as good a condition as when delivered to Tenant, ordinary wear and tear excepted. USE OF PREMISES. Tenant may use the Premises only for Office Use The Premises may be used for any other purpose only with the prior written consent of Landlord, which shall not be unreasonably withheld. Tenant shall notify Landlord of any anticipated extended absence from the Premises not later than the first day of the extended absence. PARKING. Tenant shall be entitled to use 4 reserved parking spaces, two (2) in the basement and two (2) in the upper level. Additional ample free parking available in the alley parking area. INSURANCE. Landlord and Tenant shall each maintain appropriate insurance for their respective interests in the Premises and property located on the Premises. Tenant operates a self -insured program in accordance and subject to the limitations as set forth in Section 768.28 of the Florida Statutes. UTILITIES AND SERVICES. Landlord shall be responsible for all utilities and services incurred in connection with the Premises. TAXES. Taxes attributable to the Premises or the use of the Premises shall be allocated as follows: REAL ESTATE TAXES. Landlord shall pay all real estate taxes and assessments for the Premises. PERSONAL TAXES. Landlord shall pay all personal taxes and any other charges which may be levied against the Premises and which are attributable to Tenant's use of the Premises, along with all sales and /or use taxes (if any) that may be due in connection with lease payments. DESTRUCTION OR CONDEMNATION OF PREMISES. If the Premises are partially destroyed by fire or other casualty to an extent that prevents the conducting of Tenant's use of the Premises in a normal manner, and if the damage is reasonably repairable within sixty days after the occurrence of the destruction, and if the cost of repair is less than $0.00, Landlord shall repair the Premises and a just proportion of the lease payments shall abate during the period of the repair according to the extent to which the Premises have been rendered untenantable. However, if the damage is not repairable within sixty days, or if the cost of repair is $0.00 or more, or if Landlord is prevented from repairing the damage by forces beyond Landlord's control, or if the property is condemned, this Lease shall terminate upon twenty days' written notice of such event or condition by either party and any unearned rent paid in advance by Tenant shall be apportioned and refunded to it. Tenant shall give Landlord immediate notice of any damage to the Premises. DEFAULTS. Tenant shall be in default of this Lease if Tenant fails to fulfill any lease obligation or term by which Tenant is bound. Subject to any governing provisions of law to the contrary, if Tenant fails to cure any financial obligation within 5 days (or any other obligation within 10 days) after written notice of such default is provided by Landlord to Tenant, Landlord may take possession of the Premises without further notice (to the extent permitted by law), and without prejudicing Landlord's rights to damages. In the alternative, Landlord may elect to cure any default and the cost of such action shall be added to Tenant's financial obligations under this Lease. Tenant shall pay all costs, damages, and expenses (including reasonable attorney fees and expenses) suffered by Landlord by reason of Tenant's defaults. All sums of money or charges required to be paid by Tenant under this Lease shall be additional rent, whether or not such sums or charges are designated as "additional rent". The rights provided by this paragraph are cumulative in nature and are in addition to any other rights afforded by law. LATE PAYMENTS. For any payment that is not paid within 5 days after its due date, Tenant shall pay a late fee of $150.00. EARLY TERMINATION. Tenant has the option to terminate this Lease prior to expiration, by written notice to Landlord given not later than ninety (90) calendar days prior to the early termination date designated by Tenant. In the event of such early termination election, no early termination fee or penalty will be payable to Landlord, but Tenant will be obligated to pay all Lease Payments payable to Landlord through the early termination date designated by TENANT. HOLDOVER. If Tenant maintains possession of the Premises for any period after the termination of this Lease ("Holdover Period"), Tenant shall pay to Landlord lease payment(s) during the Holdover Period at a rate equal to the most recent rate preceding the Holdover Period. Such holdover shall constitute a month -to month extension of this Lease. CUMULATIVE RIGHTS. The rights of the parties under this Lease are cumulative, and shall not be construed as exclusive unless otherwise required by law. NON -SUFFICIENT FUNDS. Tenant shall be charged $150.00 for each check that is returned to Landlord for lack of sufficient funds. REMODELING OR STRUCTURAL IMPROVEMENTS. Tenant shall have the obligation to conduct any construction or remodeling (at Tenant's expense) that may be required to use the Premises as specified above. Tenant may also construct such fixtures on the Premises (at Tenant's expense) that appropriately facilitate its use for such purposes. Such construction shall be undertaken and such fixtures may be erected only with the prior written consent of the Landlord which shall not be unreasonably withheld. Tenant shall not install awnings or advertisements on any part of the Premises without Landlord's prior written consent. At the end of the lease term, Tenant shall be entitled to remove (or at the request of Landlord shall remove) such fixtures, and shall restore the Premises to substantially the same condition of the Premises at the commencement of this Lease. ACCESS BY LANDLORD TO PREMISES. Subject to Tenant's consent (which shall not be unreasonably withheld), Landlord shall have the right to enter the Premises to make inspections, provide necessary services, or show the unit to prospective buyers, mortgagees, tenants or workers. However, Landlord does not assume any liability for the care or supervision of the Premises. As provided by law, in the case of an emergency, Landlord may enter the Premises without Tenant's consent. During the last three months of this Lease, or any extension of this Lease, Landlord shall be allowed to display the usual "To Let" signs and show the Premises to prospective tenants. INDEMNITY REGARDING USE OF PREMISES. To the extent permitted by law, Tenant agrees to indemnify, hold harmless, and defend Landlord from and against any and all losses, claims, liabilities, and expenses, including reasonable attorney fees, if any, which Landlord may suffer or incur in connection with Tenant's possession, use or misuse of the Premises, except Landlord's act or negligence. DANGEROUS MATERIALS. Tenant shall not keep or have on the Premises any article or thing of a dangerous, flammable, or explosive character that might substantially increase the danger of fire on the Premises, or that might be considered hazardous by a responsible insurance company, unless the prior written consent of Landlord is obtained and proof of adequate insurance protection is provided by Tenant to Landlord. COMPLIANCE WITH REGULATIONS. Tenant shall promptly comply with all laws, ordinances, requirements and regulations of the federal, state, county, municipal and other authorities, and the fire insurance underwriters. However, Tenant shall not by this provision be required to make alterations to the exterior of the building or alterations of a structural nature. MECHANICS LIENS. Neither the Tenant nor anyone claiming through the Tenant shall have the right to file mechanics liens or any other kind of lien on the Premises and the filing of this Lease constitutes notice that such liens are invalid. Further, Tenant agrees to (1) give actual advance notice to any contractors, subcontractors or suppliers of goods, labor, or services that such liens will not be valid, and (2) take whatever additional steps that are necessary in order to keep the premises free of all liens resulting from construction done by or for the Tenant. DISPUTE RESOLUTION. The parties will attempt to resolve any dispute arising out of or relating to this Agreement through friendly negotiations amongst the parties. If the matter is not resolved by negotiation, the parties will resolve the dispute using the below Alternative Dispute Resolution (ADR) procedure. Any controversies or disputes arising out of or relating to this Agreement will be submitted to mediation in accordance with any statutory rules of mediation. If mediation does not successfully resolve the dispute, then the parties may proceed to seek an alternative form of resolution in accordance with any other rights and remedies afforded to them by law. SUBORDINATION OF LEASE. This Lease is subordinate to any mortgage that now exists, or may be given later by Landlord, with respect to the Premises. ASSIGNABILITY/SUBLETTING. Tenant may not assign or sublease any interest in the Premises, nor effect a change in the majority ownership of the Tenant (from the ownership existing at the inception of this lease), nor assign, mortgage or pledge this Lease, without the prior written consent of Landlord, which shall not be unreasonably withheld. NOTICE. Notices under this Lease shall not be deemed valid unless given or served in writing and forwarded by mail, postage prepaid, addressed as follows: NOTICE. Notices under this Lease shall not be deemed valid unless given or served in writing and forwarded by mail, postage prepaid, addressed as follows: LANDLORD: Zaldivar Holdings, LLC 2600 S.W. 3rd Avenue, 9th floor Miami, Florida 33129 TENANT: City of Miami Fire -Rescue Urban Search & Rescue, [ US & R } 2600 S.W. 3rd Avenue, Suite 301 Miami, FL 33129 A copy of any notice from Landlord to Tenant shall also be delivered to the following addresses: City of Miami Office of the City Attorney 444 SW 2nd Avenue, 9th Floor Miami, FL 33130 City of Miami Office of the City Manager 444 SW 2nd Avenue, 10th Floor Miami, FL 33130 City of Miami Department of Real Estate & Asset Management 444 SW 2nd Avenue, 3rd Floor Miami, FL 33130 Such addresses may be changed from time to time by any party by providing notice as set forth above. Notices mailed in accordance with the above provisions shall be deemed received on the third day after posting. FORCE MAJEURE. Neither party hereto shall be liable for any delays or failures in performance due to Force Majeure. Upon the occurrence of a Force Majeure event, the party whose performance is affected by the Force Majeure event shall provide written notice of such Force Majeure event to the non -affected party as soon as practicable but in no event more than ten (10) business days from the occurrence of said Force Majeure event "Force Majeure" shall mean failure of power for a period in excess of seventy-two (72) consecutive hours, restrictive governmental law or regulation, riots or civil disorder, insurrection or wars, Acts of God, acts of military or governmental authority, acts of terrorism, epidemics, pandemics, and strikes, lockouts or other concerted industrial actions, provided that such causes are beyond the reasonable control and without the willful act, fault, failure or negligence of the party whose performance is affected by the Force Majeure event, and provided further that the party whose performance is affected by the Force Majeure event continues to make reasonable efforts to perform. In no event shall financial inability constitute Force Majeure. GOVERNING LAW. This Lease shall be construed in accordance with the laws of the State of Florida and City of Miami Resolution R-23- attached and incorporated as part of the lease agreement. ENTIRE AGREEMENT/AMENDMENT. This Lease contains the entire agreement of the parties and there are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Lease. This Lease may not be modified or amended except by an agreement in writing executed by both parties. GENERAL. a) The captions and headings in this Lease are for convenience only and are not a part of this Lease and do not in any way define, limit, describe or amplify the terms and provisions of this Lease or the scope or intent thereof. b) All remedies, rights, undertakings and obligations contained in this Lease shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking or obligation of either party. c) If either party commences an action against the other arising out of or in connection with this Lease, then each party shall bear its own litigation costs and reasonable attorneys' fees actually incurred in connection with such litigation. d) The parties understand and acknowledge that this Lease and its terms are subject to the provisions of the Florida Public Records Act, Chapter 119, Florida Statutes. The parties agree to comply with the provisions of Chapter 119, Florida Statutes. IF THE LANDLORD HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE LANDLORD'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1800, PUBLICRECORDS@MIAMIGOV.COM, AND 444 S.W. 2ND AVENUE, SUITE 945, MIAMI, FL 33130 OR CITY OF MIAMI DEPARTMENT OF REAL ESTATE AND ASSET MANAGEMENT, AT (305) 416-1429 AND 444 S.W. 2ND AVENUE, 3RD FLOOR, MIAMI, FL 33130. e) Any intention to create a joint venture or partnership relation between the Parties hereto is hereby expressly disclaimed. f) Each person signing this Lease represents and warrants that he or she is duly authorized and has the legal capacity to execute and deliver this Lease. Each Party represents and warrants to the other that the execution and delivery of the Lease and the performance of such party's obligations and the certifications hereunder have been duly authorized, and that the Lease is valid and legal agreement binding on such party and enforceable in accordance with its terms. g) Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Lease upon request. h) Neither party will record this Lease. i) Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. j) This Lease may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Lease. The parties shall be entitled to sign and transmit an electronic signature of this Lease (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. SEVERABILITY. If any portion of this Lease shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Lease is invalid or unenforceable, but that by limiting such provision, it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. WAIVER. The failure of either party to enforce any provisions of this Lease shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Lease. • INCREASE: 3% increase per year BROKERS: as per separate agreement Landlord's broker, COMPASS FL„ LCC Orlando Abella and tenant's broker Savills, Tom Capocefalo's, each will be paid a 3% commission of the total lease aggregate value $5,285.44, per broker at time of occupancy, both by landlord. • CONDITION OF SPACE: The Landlord will clear and paint space BINDING EFFECT. The provisions of this Lease shall be binding upon and inure to the benefit of both parties and their respective legal representatives, successors and assigns. [Remoinder of page intentionally left blank; signature page on the next page] IN WITNESS WHEREOF, Landlord and Tenant have executed this instrument for the purposes herein expressed, the day and year written below: WITNESS AS TO LANDLORD: By: Print Name: Date: ATTEST: By: Todd B. Hannon LANDLORD: Zaldivar Holdings Inc. a Florid profit corporation Ricardo "Richard" Zaldivar, Manager TENANT: CITY OF MIAMI, a municipal corporation of the State of Florida By: Arthur Noriega V City Clerk APPROVED AS TO INSURANCE REQUIREMENTS: M Ann -Marie Sharpe, Director Risk Management Department City Manager Date: APPROVED AS TO LEGAL FORM & CORRECTNESS: By: Victoria Mendez City Attorney EXHIBIT A PROPERTY INFORMATION EXHIBIT B LANDLORD'S NOTARIZED BOARD AUTHORIZING RESOLUTION [on following page] EXHIBIT C CITY RESOLUTION [on following page]