HomeMy WebLinkAboutexhibit-agreement6/23/2004 DRAFT
LEASE AGREEMENT
BETWEEN
AMER HOLDING A LIMITED LIABILITY COMPANY
AND
THE CITY OF MIAMI, FLORIDA
FOR THE USE OF OFFICE SPACE IN THE FOLLOWING
DESCRIBED PREMISES:
4343 WEST FLAGLER STREET, SUITE 102
MIAMI, FLORIDA 33134
TABLE OF CONTENTS
1. PURPOSE 1
2. DURATION OF TERM 1
3. AMOUNT OF RENT AND MANNER OF PAYMENT 1
4. SECURITY DEPOSIT 3
5. OPTION TO EXTEND 3
6. LESSEE IMPROVEMENTS 3
7. LESSOR IMPROVEMENTS 3
8. LESSEE'S SUBORDINATION TO MORTGAGE 4
9. CONDITION OF PREMISES 4
10. USE 4
11. CONDITION OF PREMISES AT TERMINATION 5
12. HOLDOVER 5
13. SIGNS 5
14. MAINTENANCE AND REPAIRS 5
15. UTILITIES 6
16. COVENANTS OF THE LESSEE 6
17. COVENANTS OF THE LESSOR 6
18. QUIET ENJOYMENT 7
19. LESSOR'S INSURANCE 7
20. INDEMNIFICATION 7
21. ADDITIONAL MUTUAL COVENANTS 7
22. PROVISIONS OF DEFAULT 9
23. NOTICES 9
24. LESSEE'S RIGHT TO TERMINATE 10
25. FORCE MAJEURE 10
26. PARKING 11
' 27. ENVIRONMENTAL 11
28. RADON GAS 12
29. CONFLICT OF INTEREST 12
30. MISCELLANEOUS 12
EXHIBIT A LEGAL DESCRIPTION
EXHIBIT B SPACE PLAN
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6/23/2004 DRAFT
LEASE AGREEMENT
This Lease Agreement (the "Lease Agreement" or "Lease") is made and entered into at
Miami -Dade County, Florida, the day of , 2004, by and between
Amer Holding, a limited liability company of the State of Florida, hereinafter called,
"Lessor", and the City of Miami, a municipal corporation of the State of Florida, hereinaf-
ter 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 4343 West Flagler Street, Miami,
Florida 33134, as described in Exhibit "A" (the "Property"). The Lessor hereby leases to
the Lessee, the entire Premises consisting of approximately 1,000 square feet as shown on
Exhibit "B" (collectively the "Premises").
2. DURATION OF TERM:
A) The Lease Term and duration of this Lease shall be for a period of five (5) years,
(the "Lease Term" or Term") commencing on the date Lessee physically occupies
the Premises (the "Possession Date").
B) Rent shall commence in the fourth month following the "Possession Date".
3. AMOUNT OF RENT AND MANNER OF PAYMENT:
The Lessee shall pay the Lessor for the first year of the Term of this Lease $15.00 per
square foot or ONE THOUSAND TWO HUNDRED FIFTY DOLLARS ($1,250.00) per
month (the "Rent"). The Rent payment shall be made by check payable to Amer Holding,
in advance, and delivered, on the first day of each month, without notice, to the following
address at: Zenith Management Corporation, 4343 West Flagler Street, Suite 505, Miami,
Florida 33134.
Commencing in the second year of the Term and thereafter of the remaining Term and
any Additional Terms, Lessee agrees that, as provided for below, Rent shall be increased
on the first day of each Lease Year (hereinafter the "Anniversary Date"), by any increase
during the prior year in the index known as "United States Bureau of Labor Statistics,
Consumer Price Index. The Rent shall utilize the "Consumer Price Index for All Items,
Miami - Ft. Lauderdale, Florida", Base Year 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 Rent in effect for the immediately
preceding Lease 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 Index published immediately prior to
the Anniversary Date of the immediately preceding Lease 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.
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 Lease
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 months, which have elapsed in the current Lease Year. A hypothetical example:
CPI Index:
All Urban Consumers, All Items — Miami/Ft. Lauderdale
Base Year 1982-84 = 100
CPI Escalations:
Anniversary Date of Immediately Preceding Year November I, 2001
Current Anniversary Date November I, 2003
CPI — Preceding year (month prior to Anniversary Date of Preceding Year)
October 1, 2002 = 177.0
CPI — Current year (month prior to Anniversary Date)
(or nearest reported month) October I, 2002 = 181.6
CPI increase = 181,6 —177. 0 = 2.6%
177.0
Adjusted Base Rent = $1,250.00 + ($1,250.00 x 2.6%) = $1,282.50
The term "Rent" more specifically refers to all rent due to Lessor by Lessee to the extent
provided for in this Lease Agreement, and all other expenses related to the rental of the
Premises. Lessor shall provide Janitorial Services, as hereinafter defined, which shall be
provided by Lessor at its sole cost and expense. "janitorial Services" more specifically
refers 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
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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:
A) No security deposit required.
5. OPTION TO RENEW:
A) Provided no default then exists, or if a default does exist, 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, Lessee is
hereby granted an option to renew this Lease for two (2) terms of three (3) years,
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 by no less than three (3) months prior to the
expiration of the then current term, of its election to exercise such option. Upon
the Lessee exercising its option, the Lease Term shall be deemed to include the
option period. Lessee's City Manager is authorized to exercise this option to
renew.
6. LESSEE IMPROVEMENTS:
Commencing on the Possession Date and thereafter, Lessee, at its sole cost and expense,
agrees to perform the following improvements with prior approval from the Lessor,
including providing furniture and equipment to the Premises, and obtain a Temporary
Certificate of Occupancy (TCO) or Certificate of Occupancy (CO) as follows:
a) Demolition — Remove interior partitions and glass wall and relocate.
Relocate pass-thru window, and relocate electrical outlets.
b) Partitioning — Furnish and install new partitions and vinyl base where shown
in the plans. Paint all walls using a color approved by Lessor.
c) Exterior Door — Furnish and install new exterior door complete with
hardware.
d) Carpet — Clean carpet as needed.
The cost and expense_ of any additional improvements shall be the sole responsibility of
Lessee.
7. LESSOR IMPROVEMENTS:
Lessor shall not be required to make any improvement to the Premises but shall provide
Lessee with complete, finished, detailed architectural drawings and specifications of the
Premises. Said drawings and specifications shall be in accordance with applicable
building codes and include but not be limited to, electrical, HVAC system, sprinkler
system, exterior doors, plumbing if applicable, drywall partitions, lighting, telephone wall
outlets, and cable television outlets. Lessor shall deliver the drawings and specifications
within fourteen (14) days prior to execution of this Lease.
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8. 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. 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 subordination 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 Term of this Lease, notwithstanding any such mortgage or mortgages, provided that
the Lessee shall comply with and perform its obligations hereunder.
9. CONDITION OF THE PREMISES:
The Lessee shall accept possession of the Premises in its "as is" condition existing on the
Possession Date with the noted exceptions in Section 6 of this Lease. Lessor shall ensure
that the Premises and all its components shall be in good condition and in good working
order at the time the Lessee takes possession. Lessee shall have an opportunity to inspect
the Premises before taking possession.
10. USE:
A) The Lessee shall use and occupy the Premises for a Neighborhood Enhancement
Team office and/or other such related functions. 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 Department, Police Department, Fire
Department, Municipal, County, State and Federal authorities respecting the
manner in which it uses the Premises.
C) With the noted exceptions in Section 6 of this Lease, 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
overall appearance of the Premises. Although the Premises is intended to include
the exterior walls, the Lessee covenants that it shall not use the exterior portion of
the Premises except for 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.
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D) Lessor hereby grants to Lessee, its officers, agents and invitees, the non-exclusive
right to use, in common with Lessor and other Lessees of the Property, the
portions of the Property intended to be for common use, including but not limited
to, parking areas, restrooms, roads, streets, drives, passageways, landscaped areas,
interior and exterior ramps, elevators, walks, if any (herein collectively referred to
as the "Common Area").
11. 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 21(B). All fixtures, window treatments and keys shall at the end of
the term be returned to the Lessor.
12. 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 from month -to -month and the Rent shall be the same Rent as the last in effect at
the end of the lease term. All provisions of this lease applicable to such tenancy shall
remain in full force and effect.
13. SIGNS:
Subject to Lessor's approval of the size, design and appearance of exterior signage, Lessor
will permit Lessee, at Lessee's sole cost and expense, to place exterior signage on the
Premises.
14. 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, including
garbage and trash disposal as required, electrical, plumbing, restrooms, repairs
and replacements, and to any structural portion of the Premises, including the roof
and exterior masonry and paint of the Premises.
B) Lessee shall keep the Premises and the improvements placed therein in a good
state of repair, and Lessee shall be responsible for all painting, maintenance and
repairs to the interior of the Premises including all windows, doors and openings,
all ballasts, and fixtures within the Premises. If the HVAC system is in need of
repair, Lessor shall make 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.
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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 rent abatement for
the period of time such repairs are undertaken.
15. UTILITIES:
Lessor represents and warrants that water, sanitary sewers, storm sewers, electric current,
and telephone facilities sufficient to accommodate Lessee's business are, or will be,
available at the Premises on or before the Possession Date. Lessor shall pay for all
utilities except telephone, and cable/computer utilities serving the Premises. The space
shall be telephone and cable/computer ready for utility service.
16. COVENANTS OF THE LESSEE:
A) The Lessee hereby covenants and agrees with the Lessor as follows:
I) 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 install and
activate an alarm system. In the event Lessee activates an alarm system,
Lessee shall pay for all costs associated with its maintenance, repair and
monitoring.
17. COVENANTS 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 the full right to lease the same for the term aforesaid.
B) That Lessor will put the Lessee in actual possession of the Premises on the
Possession Date.
C) 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,
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obligated to make or perform under this Lease. Lessor shall keep any and all
mortgage payments current and in good standing.
D) 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 Possession Date.
E) The Lessor further covenants that Lessor will keep the Premises, parking areas,
the exterior, the Common Areas and the Property, in good repair.
F) Except as provided in Section 16 above, Lessor hereby covenants that on the
Possession 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.
18. QUIET ENJOYMENT
Lessee, on payment of the rent herein provided and performance of its obligations,
hereunder, shall and may peacefully and quietly have, hold, and 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.
19. LESSOR'S INSURANCE:
The Lessor will, during the Lease Term, and any extensions thereof, and at its sole cost
and expense, carry fire, windstorm, hail, flood and extended coverage insurance on the
improvements of the Premises to the full replacement value. Lessor will provide to
Lessee a Certificate of Insurance detailing its insurance coverage. Lessee is self -insured.
20. INDEMNIFICATION:
A) To the extent permitted by law, Lessor agrees to indemnify, hold harmless and
defend Lessee, its 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
and/or 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.
21. 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:
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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 a 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
terminating this lease within thirty (30) days from the date of the casualty by
providing Notice to the other party as provided in this Lease. Provided that 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, untenantable 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.
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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.
22. 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 in any other non -monetary covenants, and within a period of forty-
five (45) days after receipt of Notice specifying such non -monetary default 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 23 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.
B) By Lessor:
1) 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 performance.
23. 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:
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Lessee:
City of Miami
City Manager
3500 Pan American Drive
Miami, FL 33133
with a copy to
Lessor:
City of Miami
City Attorney
444 S.W. 2"1 Avenue, Suite 945
Miami, FL 33130
City of Miami
Department of Economic Development
444 S.W. 2"d Avenue, 3rd Floor
Miami, FL 33130
City of Miami
NET Administration
444 S.W. 2nd Avenue, 7th Floor
Miami, FL 33130
Mr. Salah Amer, Manager
Amer Holding LLC
430 Constanera Road
Coral Gables, Florida 33134
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.
24. 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.
25. 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, lockouts, inability to
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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.
26. PARKING:
The parties agree that Lessor does not presently provide reserved parking spaces for
Lessees within the Property. However, in the event Lessor decides to provide reserved
parking for any Lessees within the Property during the Term or Additional Term of this
Agreement, then Lessor shall also provide five (5) reserved parking spaces for Lessee
within the Property. Said parking spaces must conform to all existing governmental
codes in effect at the time of occupancy.
27. ENVIRONMENTAL:
A) Lessor represents and warrants to Lessee that:
1) no Hazardous Materials (as defined below) have been located on the Premises
or have been released into the environment, or discharged, placed or disposed
of at, on or under the Premises;
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 times 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) defined as a "hazardous waste" pursuant to Section 1004 of the
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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 "Environmental 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.
28. RADON GAS:
Radon is a naturally occurring radioactive gas that, when it has accumulated in a building
in sufficient quantities, may present health risks to persons who are exposed to it over
time. Levels of Radon that exceed federal and state guidelines have been found in
buildings in Florida. Additional information regarding Radon and Radon testing may be
obtained from your county health unit.
29. 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. seq.)
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 interest(s) on the
part of Lessor, its employees or associated persons, or entities must be disclosed in
writing to the City.
30. MISCELLANEOUS:
A) This Lease may be amended, modified and changed only by written instrument
signed by the City Manager and the Lessor. The City Manager is authorized 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
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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 same 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) Should any party or parties hereto institute any action or proceeding in Court to
enforce any provision or provisions hereof, or for damages by reason of any
default under this Lease, or for a declaration of such parry's or parties' rights or
obligations hereunder, or for any other judicial remedies, the Court may adjudge
reasonable attorney's fees for the services rendered the party or parties prevailing
in any such action or proceeding.
F) 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.
G) Lessor represents that at the Possession Date, the 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.
H) 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 physically handicapped.
I) Lessor hereby grants Lessee an easement for ingress/egress, access, parking and
for driveway purpose, for the Premises.
J) Lessor hereby represents and warrants to Lessee that the drinking (faucet) water at
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the Premises is available to the degree of the educational code and it is free of all
contaminants and harmful chemicals.
K) 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 during the Term, Lessor shall immediately
rectify the situation by employing a pest exterminator.
L) This Lease Agreement is the result of negotiations between the parties and has
been typed/printed by one party for the convenience of both parties, and the
parties covenant that this Lease Agreement shall not be construed in favor of or
against either of the parties.
In Witness Whereof, the parties hereto have hereunto set their hands and seals on the day
and year first above written.
Witness: Lessor:
Amer Holding a Limited Liablity
Corporation of the State of Florida
By:
Salah Amer, Manager
Signature
Print Name
Signature CORPORATE SEAL:
Print Name
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ATTEST:
CITY OF MIAMI,
a Municipal Corporation of the
State of Florida
By: By:
Priscilla A. Thompson, City Clerk Joe Arriola, City Manager
APPROVED AS TO INSURANCE APPROVED AS TO FORM AND
REQUIREMENTS: CORRECTNESS:
By: By
Dania Carrillo, Director
Risk Management Department
Maria J. Chiaro
Interim City Attorney
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EXHIBIT "A"
LEGAL DESCRIPTION
MILIAN TRACT PB 116-57 TR A LOT SIZE 36285 SQ FT OR 21866-4055 112003 1.
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EXHIBIT "B"
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