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HomeMy WebLinkAboutLeaseLEASE AGREEMENT BETWEEN GROVITES UNITED TO SURVIVEJNC. MCI THE CITY OF MIAMI, FLORIDA FOR THE USE OF THE FOLLOWING DESCRIBED PREMISES: .3686 GRAND AVENUE MIAMI, FLORIDA 33133 TABLE OF CONTENTS 1. PURPOSE 2. 'DURATION OF TERM 3. AMOUNT OF RENT AND MANNER OF PAYMENT 4. SECURITY DEPOSIT 5. OPTION TO RENEW 6. LESSEE'S SUBORDINATION TO MORTGAGE 7, CONDITION OF PREMISES 8. USE 9. CONDITION OF PREMISES AT TERMINATION 10. HOLDOVER 11. SIGNS 12. MAINTENANCE AND REPAIRS 13. UTILITIES 14. COVENANTS OF THE LESSEE 15: COVENANTS OF THE LESSOR 1.6. QUIET ENJOYMENT 17. LESSOR'S INSURANCE 18. INDEMNIFICATION 19. ADDITIONAL MUTUAL COVENANTS 20. PROVISIONS OF DEFAULT 21. NOTICES 22. LESSEE'S RIGHT.TO TERMINATE 23. FORCE MAJEURE 24. PARKING 25. ENVIRONMENTAL 26. RADON GAS 27. CONFLICT OF INTEREST 28. MISCELLANEOUS EXHIBIT A . LEGAL DESCRIPTION. EXHIBIT B SITE PLAN 0 PAGE 1 1 1 3 3 3 3 4 4 4 5 5 5 6 6 6 7 .7 7 8 9 10 10 10 10 11 12 12 LEASE AGREEMENT This Lease Agreement (the "Lease Agreement" or "Lease") is inade and entered into at. Miami -Dade County, Florida, the 21- day of 04'�4r , 2007 by and between Grovites United to Survive, Inc., a not for profit corporation of the State of Florida hereinafter called, "Lessor", and the City of Miami, a municipal corporation of the State of Florida, hereinafter called "Lessee", the terms "Lessor" and "Lessee" shall include their respective successors; assigns, heirs, legal representatives, executors, administrators, and personal. representatives wherever the context of this Lease so requires or admits, Witnesseth: Whereas in consideration of the mutual agreements subsequently contained herein, the Lessor and the City agree as follows: 1. PURPOSE The Lessor is the owner of real property located at 3686 Grand Avenue, Miami, Florida 33133, as described in Exhibit "A" (the "Property"). The Lessor hereby leases to -the Lessee, the'entire Premises consisting of approximately 3,197 square feet as shown on 'Exhibit "B" (collectively the "Premises"). Z. DURATION OF TERM: A) The Lease Term and duration of this Lease shall be for a period of two (2) years, (the "Lease Term" or Term's commencing retroactive to October 1, .2,006 the "Effective Date". B) Rent shall commence on October 1, 2006, 3. AMOUNT OF RENT AND MANNER OF PAYMENT: The Lessee shall pay the Lessor for the first -year of the Term of this Lease $6.20 per square foot or ONE THOUSAND SIX HUNDRED FIFTY DOLLARS ($1,650,00) per month (the "Rent'. The Rent payment shall be made by check payable to Grovites United to Survive in advance, and delivered, on the first day of each month, without notice, to the following address at: Grovites United to Survive c/o James Gibson, Treasurer, 11220 Washington Boulevard, Miami, Florida 33176, Commencing on the first day of the first full month of the second year of the Term, and every twelve (12) months thereafter, and such date being referred to herein as the "Anniversary Date", Lessee agrees that, as provided for below, Rent shall be increased by the increase during the prior year not to exceed five percent (5%) in the index known as "United -States Bum of_Lab4x Statistics, Consumer Price Index. The Rent shall utilize the "Consumer Pfice Index for A11 Items, Miami Ft: Lauderda e,' orida"'; Sase ear -" .� -.._ 1982-84=100 (hereinafter the "CPI"). Said adjustment shall be hereinafter referred to as the "CPI Escalation". The CPI Escalation of the Rent shall be equal to the bent in effect for the immediately preceding year plus the product of that Base Monthly Rent multiplied by the "CPI Percentage" (as defined below). The CPI Percentage shall equal the fraction (i) whose numerator equals the total of (a) the monthly Index published immediately prior to the Anniversary Date (or the nearest reported previous month), minus (b) the monthly Inde?c published immediately prior to the Anniversary Date of the immediately preceding year and (ii) whose denominator is the same as (b) above. If the index is discontinued with no successor Index, Lessor and Lessee shall agree to use a comparable index. However, the increase determined by such comparable index shall not exceed five percent (5%). Lessor shall compute the CPI Escalations and send a notice, with calculations, to Lessee setting forth the adjusted Rent within sixty (60) days of the commencement .of each current year or as soon as such Index is available. In the event the Rent increases, Lessee shall pay to Lessor, within thirty (30) days of receiving such notice, the additional Rent owed for the month, which have elapsed in the current year. A hypothetical example: CP1Index: All Urban Consumers, All Items — MiamllFt. Lauderdale Base Year 1982-84 =100 CPI Escalations, Anniversary Date of..Immediately Preceding Year October 1, 2005 Current Anniversary Date October 1, 2006 CH— Preceding year (month prior'to Anniversary Date of Preceding Year) (or nearest reported month) August 1, 2005 = 195.6 CPI— Current year (month prior to current Anniversary Date) (or nearest reported month) August 1, 2006 - 205.6 CPI increase = 205.6-195.6 = 5.2% 195.6 CPI Adjusted Base Rent= $1,650. 00 x 5.2 % =$1,735,80 Cap on annual increase in Rent = $1, 650.00. S. 0% _ $1,732,50 The term "Rent" more specifically refers to all rent due to Lessor by Lessee inclusive of insurance ,__real_este._taxes�-_administrative fees maintenance and repairs to the extent provided for in this Lease Agreement, and'a1l -other expenses related to the t 6fital of the Premises. Lessee shall provide Janitorial Services, as hereinafter defined, and utilities which shall be provided by Lessee at its sole cost and expense.. "Janitorial Services" more specifically refer to the daily vacuuming, garbage collection from waste cans within the leased premises, light dusting and cleaning of offices and restrooms, light bulb replacement and care of flooring. In the event the Rent commences on a day other than the first day of a calendar month, then upon the day of Rent commencement, Lessee shall pay Lessor a pro rata portion of a full month's rent, determined by dividing a full month's rent by the total days in the month of usage and multiplying the product by the number of days of occupancy, 4. SECURITY DEPOSIT: No Security Deposit required. 5. OPTION TO RENEW: Provided no default then exists, or if a default does exist and Lessor or Lessee has received Notice of such default as provided herein, has commenced the curing of said default and thereafter is diligently prosecuting such cure to completion, Lessor and Lessee are hereby granted an option to renew this Lease for a term of one (1) year, upon the same terms and conditions set forth'in this Lease with the exception of Rent which will be determined. in accordance with Section 3. Said option renewal- shall require Lessee to notify Lessor no less than three (3) months prior to the expiration of the then current term, of its. election to exercise such option, which option is subject to approval by Lessor. Upon Lessee exercising its option, and the Lessor agreeing to the exercise of said option, the Lease Term shall be deemed to include the option period, 6. LESSEE'S SUBORDINATION TO MORTGAGE: It is specifically understood and agreed by and between -the Lessor and the Lessee that the Lessor may, from time to time, secure a construction and/or first mortgage 'on the Premises from a bank, savings and loan association, insurance company or other recognized lending institution; and that this Lease is and shall be subordinate to the lien of said construction and/or first mortgage; and the Lessee agrees that it will execute such subordination or other documents or agreements as may be reasonably required by -such lending institution, provided however, that the mortgage and/or suborditiation agreement, as the lending institution may direct, shall contain a provision which states, in effect, that. the Lessee shall not be disturbed in its possession and occupancy of the'Premises during the Tenn of this Lease, notwithstanding any such mortgage or mortgages, provided that the Lessee shall comply with and perform its obligations hereunder, 7, CONDITION OF THE PREMISES: The Lessee shall accept possession of the Premises in its "as is" condition existing on the Effective Date with the noted exceptions in Section 12A of this Lease. Lessor shall ensure that the Premises and all its components shall be in good condition and in good working-md-ox on or before the Effective Date, 8. USE: A) The Lessee shall use and occupy the Premises for the purpose of providing a recreational facility. It is, however, agreed that in the event the Lessee shall, in its discretion deem it desirable, the Premises may be used for any other legitimate and lawful business purpose provided that no such use shall cause Lessor's insurance to substantially increase without the written consent of the Lessor, which consent will not be unreasonably withheld. B) The Lessee will not occupy or use said Premises, nor permit the same to be occupied or used for any business which is unlawful. Lessee agrees to comply with all lawful requirements of the Health lbepartment, Police Department, Fire Department, Municipal, County, State and Federal authorities respecting the manner in which it uses the Premises. C) Lessee shall not make any change to the exterior and/or interior portion of the Premises without the express written consent of the Lessor, which consent shall not be unreasonably withheld nor delayed beyond five (5) business days from receipt of Lessee's request, and particularly the Lessee will not cause anything to be done which may impair the over-all appearance of the Premises. Although the Premises is intended to include the exterior walls and parking spaces, as per Exhibit B, the Lessee covenants that it shall not use the exterior portion of the Premises except for parking, and ingress and egress without the express written consent of the Lessor, which consent shall not be unreasonably withheld nor delayed beyond five (5) business days. D) Lessor hereby grants to Lessee the non-exclusive right to use, in common with Lessor and other tenants of the Premises, the portions of the Premises intended.to be for' common use, including but not limited to, parking areas, roads, streets, drives, passageways, landscaped areas, open and enclosed malls, interior and exterior ramps, elevators, walks and arcades, if any (herein collectively referred to as the "Common Area"), 9. CONDITION OF PREMISES AT TERMINATION: Upon the expiration or earlier termination of the Lease, Lessee will quit and surrender the Premises in a good state of repair and broom swept, reasonable wear and tear excepted. However, Lessee shall not be obligated to repair any damage, which Lessor is required to repair under section 19(B). All fixtures, window treatments and keys shall at the end of the term revert back to the Lessor. 10, HOLD OVER: In the absence of any written agreement to the contrary, if- Lessee should remain in occupancy of the Premises after the expiration of the Lease Term, it shall so remain as a tenant fom math -to -month and the Rent shall be the same Rent as the last in effect at lease teen. All provisions of this `lease applicable to "such tenancy all reYnain in -full force and effect. 11. SI(x'NS: Despite the terminology contained in this Lease Agreement, outside signs shall not be erected and/or attached to any portion of the Premises without the express written consent of the Lessor, which consent shall not be unreasonably withheld nor delayed beyond five (5) business days from receipt of Lessee's request, . 12. MAINTENANCE AND REPAIRS: A) Lessor, at its sole cost and expense, shall keep the Premises and Common Areas in a good state of repair, and it shall be responsible for all maintenance, repairs and replacements to any structural portion of the Premises, the roof and exterior masonry and paint of the Premises as well as rodent and termite infestation to the Property. Lessee shall be responsible for pest .control within the Premises, except for rodent and ' termite infestation. The Lessor shall make certain the HVAC system is in worldng order and shall comply with all building and zoning codes, as applicable. B) Lessee shall keep the interior to the Premises and the improvements placed therein in a good state of repair, and Lessee shall be responsible for repairs, the painting, maintenance and repairs to the interior of the Premises including all windows, doors andopenings, all electrical, ballasts, plumbing, fixtures, routine change of filters to the HVAC system at least every thirty (30) days, and other systems installed within the Premises. Lessor shall make all necessary repairs to the HVAC system within twenty-four (24) hours upon receiving notice from Lessee. C) Notwithstanding the obligations of the Lessor provided in "A" and `B" above, any repairs necessitated by the gross negligence or willful misconduct of Lessee, its employees, and invitees will be repaired by Lessor and the Lessor, shall have the right to recover the cost of such repairs from Lessee upon submission of evidence of such gross negligence or willful misconduct. D) Notwithstanding anything herein to the contrary, Lessor shall be solely responsible for all damages and repairs caused by Lessor's negligence. E) In order to minimize any disruption to Lessee's use of the Premises, Lessor shall notify Lessee no less than 24 hours prior to the commencement of any repair. Upon receiving Lessee's consent, which consent shall not be unreasonably withheld, Lessor may construct, repair or complete any work it deems necessary to maintain the integrity of the Premises. Should any of the Premises be unusable to Lessee as a result of Lessor's repairs, the Lessee shall receive a rent abatement for the period of time such repairs are undertaken. 11 UTILITIESI Lessor represents and' wattahts thafwater sanitary sewers, storm s6*ers, electrio current; - and telephone facilities sufficient to accommodate Lessee's business are, or will be, available at the Premises on or before the Effective Date.' Lessee shall pay for all water, electricity, telephone, and other. utilities serving the Premises. The space is cablelcomputer ready and separately metered for utility service, 14. COVENANTS OF THE LESSEE: A) The Lessee hereby covenants and agrees with the Lessor as follows: 1) That the Lessee shall not hold Lessor liable for any damage to Lessee's property caused by reason of water or the bursting or leaking of any pipes or waste water about said Premises, or fire, or hurricane, flooding or other acts of God, or loss or damage as a result of thefts, except for losses or damages caused by the Lessor's negligence. 2) The Lessee shall have the right, at its sole cost and expense, to continue to activate the alarm system. In the event Lessee continues to activate the alarm system, Lessee shall pay for all costs • associated with its maintenance, repair and monitoring. 15. COVE, NANTS OF THE LESSOR: The Lessor hereby covenants and agrees with the Lessee as follows: A) That Lessor is, at the time of the execution of these presents, the sole owner in fee simple of the Premises herein above described and that it has good and marketable title, and tfie fuffl right to lease the same for the term aforesaid. . B) That Lessor will keep the Premises free and clear of any and all liens on account of any construction, repair, alterations or improvements, which Lessor may be, obligated to make or perform under this Lease. Lessor shall keep any and all mortgage payments current and in good standing. Q That Lessor shall pay, prior to delinquency, real estate taxes and assessments, which may be levied or assessed upon the Premises improvements subsequent to the Effective Date. D) The Lessor further covenants that Lessor will keep the Premises, parking areas, the exterior, the•Coimram Areas and the Property, in good repair. E) .Lessor hereby covenants that on the Effective Date the premises shall be in compliance with all applicable Federal, State, County and City laws, codes and regulations including but not limited to Federal, State and Building and Zoning codes. 16, QUIET ENJOYMENT Lsse`or its'sublesse, cis payrriert of tfe rent herein piovided ani performanceofits _ -- - obligations, hereunder, shall and may peacefully and quietly have hold -acid enjoy the Premises for the term hereof or any extension or renewal thereof with all rights and privileges and for the use herein provided. Without limiting any of its rights, Lessee may terminate and cancel this Lease upon thirty (30) days Notice to Lessor in the event that enjoyment or use of the Premises is prohibited provided that from the date of receipt of such notice by' Lessor, Lessor shall have fifteen (15) days to cure the prohibited enjoyment or use. 17. LESSOR'S INSURANCE: The Lessor will, during the Lease Tenn, and any extensions thereof, and at its sole cost and expense, shall carry fire, windstorm, hail, flood and extended coverage insurance on the improvements of the Premises to the full replacement value. 'Lessee is self-insured. 18. INDEMNIFICATION: A) To the extent permitted by law, Lessor agrees to indemnify, hold harmless and defend Lessee, its subtenants and assignees, from and against any and all claims, actions, damages, liabilities and expenses, judgments, settlement payments, fines paid, incurred or suffered by Lessee in connection with loss of life, personal injury an damage to property, arising from or out of the occupancy or use by Lessee of the Premises. B) If Lessee's use and occupancy is materially interfered with as a result of any of the above for which Lessor is responsible under this section, Lessee, in addition to any other available remedy, shall be entitled to an abatement of Rent. 19. ADDITIONAL MUTUAL COVENANTS: The following stipulations. and agreements are_ expressly understood by both the Lessor and the Lessee and they do hereby agree to abide by them: A) In the event the Lessor shall fail to make the payments on any mortgages, or taxes or other payments on the Premises which Lessor is required to pay, the. Lessee may, but shall not be required to, make such mortgage or tax payments or such other payments or do such acts and things as may be necessary to keep the mortgage or taxes on the Premises from being in default, and may deduct the cost thereof from the next ensuing rentals due under this Lease. B) In the event improvements -in the Premises shall be partially damaged by fire or other casualty but not rendered unrentable,, the same shall be repaired with due diligence by the Lessor, and at Lessor's expense. If the Premises shall be damaged by fire, the elements or unavoidable casualty, leaving more than 50% of leased floor space unusable for Lessee's' purposes, and rendering the Premises unfit for occupancy, the Lessor and Lessee shall each have the option of tenni t' ig flus lease within thirty (30) days from the date of the casualty by provdngTlotice to tkie other part}�'e ' provided in this_ Lease. Z'rovded flim the:-: Lessor elects to rebuild the Premises, the Lessor shall proceed -with such construction. and complete same with all reasonable diligence. In the event the Lessor elects not to reconstruct, then and in that event the Lease shall be deemed terminated. If termination occurs, the rights and obligations of the parties shall cease as of the date of such termination, and Rent shall be adjusted as of the date of such casualty. If the Premises are rendered untenantable in the Lessee's sole opinion, or Lessee is unable to use a portion of the Premises due to repairs, then and in that event the Rent during the period that the Premises are in said condition shall be reduced in direct proportion to that portion of the Premises, which is, in fact, unteniantable or under repair. C) The covenants and agreements contained in this Lease are interdependent and are binding on the parties hereto, their successors and assigns. This Lease has been prepared in several counterparts, each of which said counterpart, when executed, shall be deemed to be an original hereof. D) If Lessee shall hereafter install, at its expense, any shelving, lighting and other fixtures- unit heaters, portable air conditioning units, portable partitions or any trade fixtures, or if Lessee shall hereafter install or apply any advertising signs or other standard identifications of Lessee, any article so installed or any identifica- tion so applied shall be the property of the Lessee, which Lessee may remove at the termination of this Lease, provided that in such removal Lessee shall repair any damage occasioned to the Premises, in good workman -like manner. The Lessee has the right upon Notice to the Lessor to install telecommunication services and equipment and Lessor's consent to such installation* shall not be unreasonably withheld. The Lessee shall not remove any fixtures, equipment, or additions which are normally considered to be affixed to the realty such as, but not limited to, electrical conduit and wiring, panel or circuit boxes, terminal boxes, partition walls paneling, central air conditioning and ducts, plumbing fixtures. E) It is specified that Lessee has not sought or used the services of any broker in connection with this Lease. Any and all real estate commissions payable to broker(s) shall be the sole responsibility of the Lessor. Lessor agrees to indemnify the Lessee against, and hold it harmless from, all liabilities arising from claims of any broker who alleges the right to commission based upon having dealt with Lessee (including, without limitations, the reasonable counsel fees in connection therewith). Any and all real estate commissions payable to Lessor's broker shall be the sole responsibility of Lessor. 20. PROVISIONS OF DEFAULT: A) By Lessee; 1) Should the Lessee default in payment of Rent and such default continues for thirty (30) days after receipt of Notice thereof by the Lessee, or if the Lessee -defaults b, other no covenants, and within a period of forty- five �F5days- after recei t of Notice ee oi, fyin g such noxi -monetary defau3t by - the Lessee, has not cured the default or defaults, or if they cannot reasonably be cured within this period, has not yet begun to cure such default, the Lessor may -at its option, but. subject to other provisions of this Lease, terminate this Lease. Lessor's exercise of its rights under this Lease shall not be deemed to be equivalent to the Lessor's termination of this Lease, unless and until Lessor shall specifically give actual notice of termination of the Lease by providing written notice in accordance with Section 21 of this Lease. In the event of such termination, the Lessee is responsible for the payment of rental payments accrued and unpaid to the date of termination. Thereafter, Lessee shall have no further obligations to make rental payments hereunder. 2) if Lessor defaults in the performance of any provision hereof. and such default continues for forty five (45) days after receipt of notice thereof by the Lessee, or if the default cannot reasonably be cured within this period, then the Lessee may, at its option, but subject to other provisions of this Lease, terminate this Lease. Lessee, at its option, may cure the default and Lessor must reimburse Lessee for all expenses within ten (10) days upon receiving invoice. Notwithstanding anything set forth within this Lease, in the event of Lessor or Lessee's default, Lessee or Lessor shall be entitled to pursue any and all remedies available to it at law or equity, including but not limited to the right of Specific P erfonnance. 21. NOTICES: .All notices, by the Lessor to the Lessee or by the Lessee to the Lessor, shall be given by certified mail, return receipt requested, hand delivery, or courier, ("Notice") addressed to the Lessee or Lessor as maybe applicable, at: Lessee.- City essee:City of Miami City Manager 3500 Pan American Drive Miami, FL 33133 and a copy to City of Miami City Attorney 444 S.W. 2" Avenue, Suite 945 Miami, FL 33130 City of Miami Miami Police Department . Major Juanita Walker -Kirkland 400 S.W. 2nd Avenue Miami, FL 33130 Lessor: Mr. Henry Lee Givens, President Grovites United to Survive 10500 SW 149" Street Miami, Florida 33176 or to such other address as either party may designate from time to time. If Notice is given by hand. delivery or courier, Notice shall'be deemed served on the date of such delivery. If the Notice is sent via certified mail, Notice shall be deemed served five (5) business days after the date the Notice is deposited with the U.S. Post Office. 22. LESSEE'S RIGHT TO TERMINATE: Separate and apart from all other rights granted to Lessee to terminate this Lease, the Lessee shall have the right at any time to terminate this Lease by giving the Lessor at least sixty (60) 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.' 23. FORCE MAJEURE. In the event that Lessor or Lessee shall be delayed, hindered in, or prevented from the performance. of any act required hereunder by reason of strikes, locicouts, inability to procure materials, failure of power, restrictive governmental laws or regulations, riots, insurrection, default of the other party, or other reason beyond their control, the prevented party shall provide Notice to the other party, and the performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay, 24. PARIGNG: During the term of the Lease and any extension thereof, Lessor shall provide Lessee with no less than six (6) parking spaces for the sole use of Lessee, Lessee's employees, and those associated with Lessee. These six (6) parking spaces must conform to all existing governmental codes in effect at the time of occupancy, 25. ENVIRONMENTAL: A) Lessor represents and warrants to Lessee that: 1) no.Hazardous-Materials � defined below) have been located on the Premises or..have been released into the Eli nznent;•& discharged; paced or disposed _. of at, on or under the Premises; 10 2) no underground storage tanks have been or are located on the Premises; 3) the Premises has never been used as a dump for any Hazardous Materials (as defined below); and 4) the Premises and its prior uses comply with, and at all bines have complied with, Environmental Laws (as defined below). (a) The term "Hazardous Materials" shall mean any substance, material, waste gas, or particulate matter -which at the time of the execution of the Lease of any time thereafter is regulated by any local governmental authority, the State in which the Premises is located, or the United States Government, including but not limited to, any material or substance which is: (i) defined as a "hazardous material", "hazardous substance", "extremely hazardous waste", or "restricted hazardous waste" under any provision of State Law; (ii) petroleum; (iii) asbestos (iv) polychlorinated biphenyl; (v) radioactive material; (vi) designated as a "hazardous substance" pursuant to Section 311 of the Clean Water Act, 33 U.S.C. Sec. 1251 et seg. (33 U.S.C. Sec. 1371); (vii) defhied as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U,S.C. Sec. 6901 et seg. (42 U.S.C, Sec. 6903); or (viii) defined as a "hazardous 'substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act 42 U.S.C. Sec. 9601 et seg. (42 U.S.C. Sec. 9601). (b) The term "Enviromnental Laws" shall mean all statutes, specifically described in the foregoing sentence and all federal, state, and local governmental health and safety statutes, ordinances, codes, rules, regulations, orders and decrees. regulating to • or imposing liability or standard concerning or in connection with Hazardous Materials. 5) Lessor hereby indemnifies Lessee from any matter related to the representation and covenants provided herein. 26. RADON GAS: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building �n sufficet quaut�s,7ay present health _risks to persons who are exposed to it over -_ _._ iFI" bine. Levels of Radon tlia"t exceed federal and state guidelines have $esn end -in- 11 buildings in Florida. Additional information regarding Radon and Radon testing may be obtained from your county health unit. 27. CONFLICT OF INTEREST: Lessor is aware of the conflict of interest laws of the City of Miami (Miami City Code Chapter 2, Article V), Dade County, Florida (Dade County Code, Section 2-11.1 et, se and of the State of Florida as set forth in the Florida Statutes, and agrees that it will fully comply in all respects with the terms of said laws and any future amendments thereto. Lessor covenants that no person or entity under its employ, presently exercising any functions or responsibilities in 'connection with this Lease, has any personal financial interests, direct or indirect, with the City. Lessor further covenants that, in the performance of this Lease, no person or entity having such conflicting interest shall be utilized in respect to services provided hereunder. Any such conflict of interests) on the part 'of Lessor, its employees or associated persons, or entities must be disclosed in writing to the City. 28. MISCELLANEOUS: A) This Lease may be amended, modified and changed only by written instrument signed by 'the City Manager and the Lessor. The City Commission hereby authorizes the City Manager to amend or modify this Lease as needed. B) This Lease shall be construed according to the laws of the state in which the Premises are located. -C) Should any portion of this Lease be declared invalid and unenforceable, then such portion shall be deemed to be severable from this Lease and shall not affect the remainder thereof. D) It is expressly understood that this Lease contains all terms, covenants, conditions and agreements between the parties hereto relating to the subject matter of this Lease, and that no prior agreements or -understandings, either oral or written, pertaining to the sane shall be valid or of any force and effect, and that the terms, covenants, conditions and provisions of this Lease cannot be altered, changed, modified or added to except in writing by all parties hereto. E) Lessor waives a trial by jury of any and all issues arising in any action or proceeding between the parties hereto, or their successors or assigns, under or connected with this Lease, or any of its provisions, the relationship of the parties, the Lessee's use or occupancy of the Property, Lessor's rights thereto, and/or' any claim of injury or damage and any emergency statutory or any other statutory remedy, or otherwise. _.: Should an ax ties -hereto nstitiie ari action - - any . -part- . p y Croce. g enforce any provision or provisions hereof, or for damages by reason of any - — - - 12 default under this Lease, or for a declaration of such party's or parties, rights or obligations hereunder, or for any other judicial rernedies, the Court may adjudge reasonable attorney's fees for the services rendered the party or parties prevailing in any such action or proceeding. G) Lessor or Lessee's failure to take advantage of any default hereunder, or breach of any term, covenant, condition or agreement of this Lease on the part of Lessee or Lessor,to be performed shall not be (or be construed to be) a waiver thereof, nor shall any custom or practice which may grow between the parties in the course of administering this Lease be construed to waive or to lessen the right of Lessor or Lessee to insist upon the performance by Lessee or Lessor of any term, covenant, condition or agreement hereof, or to exercise any rights given by either of them on account of any such default or breach. Waiver of a particular default under or breach of any term, covenant, condition or agreement of this Lease, or any leniency shown by Lessor or Lessee in respect thereto, shall not be construed as or constitute a waiver of any other or subsequent defaults under this Lease, or a waiver of the right .of either party to proceed against the other for the same or any other subsequent default under, or breach of any other term, covenant, condition or agreement of this Lease. H) Lessor represents that at the Effective Date, Premises will not be in violation of any building code, environmental regulation or other governmental ordinance or regulation. Lessor further warrants and represents that it has received no notice of any such violation. 1) Lessor agrees that the Premises now conform, or that, prior to Lessee's occupancy, that the Premises shall, at the Lessor's sole cost and expense, be brought into conformance with the requirements of Section 553.48 F.S., providing requirements for the physi cally handicapped. J) Lessor hereby grants Lessee an easement for ingress/egress, access, parking and for driveway purpose, for the Premises. K) Lessor hereby represents and warrants to Lessee that the drinking (faucet) water at the Premises is available to the degree of the educational code and it is free of all contaminants and hannful chemicals, L) Lessor hereby represents and warrants to Lessee that there -are no rats, rodents, termites, insects, or pests of any kind within the Premises. Should Lessee find evidence of anything to the contrary, Lessor shall immediately rectify the situation by employing a pest exterminator. Iv>� This Lease Agreement is the result of negotiations betweep the parties and has _r "eY rinted_'b orie_" fof the convenience -o -t' -b -o - arti parties covenant that this Lease Agreement shall not be construed in favor of or 13 against either of the parties. in Witness Whereof the parties hereto have hereunto set their bands and seals on the day and year first above written. Lessor Henry ee Givens, President Grovites United to Survive Witness: SECRETARY CORPORATE SEAL:. 14 Date fJ ATTEST; By, Priscilla A. T1lompson City Clerkf� +' APPROVED A O SURANCE By: LeeAnn Risk Mf ( N,t Director Department 15 CITY OF MIAMI, a Municipal Corporation of the State of F-Ijakida By: Pedro City Manager APPROVED AS TO FORM AND EXHIBIT "A" LEGAL DESCRIPTION FROW HOMESTEAD PB B-106 LOT B BLIC 26 LOT SIZE IRREGULAR OR'12186-3107 0684 2 FOLIO NO. 01-4121-007-4300 LEGAL ADDRESS; 3692 GRAND AVENUE SPACE ADDRESS: 3686 GRAND AVENUE OWNER NAME AND ADDRESS: GROVTTES UNITED TO SURVIVE 10500 SW 149' STREET NIIAMI, FL i�� SITE PLAN 17 COOPERATE RESOLUTION . On October 26, 2006, The Board of Directors of Grovites .United To Survive, Inc., Granted to it's President, Henry Lee Givens the right to negociate and sign the lease agreement between the city of Miami and Grovites United To Survive, Inc., for the property located at 3686 Grand Avenue, Miami, Florida 33133. ��etit r yy G4e l � ccc>�erc4-- ' �e� I. . n Z W Q Z Q Of rr% pq 3 S.W. 37TH AVENUE N BUILDING FLOOR PLAN (EXISTING TO.REMAIN) e SCALE; 1/4' - 1'-0'