HomeMy WebLinkAboutExhibit 110/14/2005 DRAFT
LEASE AGREEMENT
BETWEEN
MARTIN LUTHER KING ECONOMIC DEVELOPMENT CORPORATION
AND
THE CITY OF MIAMI, FLORIDA
FOR THE USE OF OFFICE SPACE IN THE FOLLOWING DESCRIBED
PREMISES:
6140-A NORTHWEST 7TH AVENUE
MIAMI, FLORIDA 33127
TABLE OF CONTENTS
1. PURPOSE 1
2. DURATION OF TERM AND CONDITIONS PRECEDENT: 1
3. AMOUNT OF RENT AND MANNER OF PAYMENT: 2
4. SECURITY DEPOSIT• 4
5. OPTION TO RENEW: 4
6. LESSOR IMPROVEMENTS: 4
7. LESSEE IMPROVEMENTS• 5
8. LESSEE'S SUBORDINATION TO MORTGAGE: 5
9. CONDITION OF THE PREMISES: 5
10. USE: 6
11. RELOCATION OF LESSEE: 6
12. CONDITION OF PREMISES AT TERMINATION: 7
13. HOLD OVER• 7
14. SIGNS: 7
15. MAINTENANCE AND REPAIRS: 8
16, UTILITIES: 8
17. COVENANTS OF THE LESSEE: 9
18. COVENANTS OF THE LESSOR• 9
19. QUIET ENJOYMENT 9
20. LESSOR'S INSURANCE: 10
21. INDEMNIFICATION: 10
22. ADDITIONAL MUTUAL COVENANTS• 10
23. PROVISIONS OF DEFAULT: 11
24. NOTICES • 12
25. LESSEE'S RIGHT TO TERMINATE: 13
26. FORCE MAJEURE: 14
27. PARKING• 14
28. ENVIRONMENTAL. 14
29. RADON GAS: 15
30. CONFLICT OF INTEREST: 15
31. MISCELLANEOUS: 16
EXHIBIT A LEGAL DESCRIPTION
EXHIBIT B SPACE PLAN
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10/14/2005 DRAFT
LEASE AGREEMENT
This Lease Agreement (the "Lease Agreement" or "Lease") is made and entered
into at Miami -Dade County, Florida, the day of , 2005 (the
Effective Date"), by and between Martin Luther King Economic Development
Corporation, a nonprofit 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 6100 Northwest 7th Avenue,
Miami, Florida 33127, as described in Exhibit "A" (the "Property"). The Lessor hereby
leases to the Lessee, the entire Premises consisting of approximately 1,022 square feet as
shown in Exhibit "B" (collectively the "Premises").
2. DURATION OF TERM AND CONDITIONS PRECEDENT:
The Lease Term and duration of this Lease shall be for a period of five (5) years,
(the "Lease Term" or Term") commencing no later than four (4) months after Lessee
issues Notice to Proceed with Construction of the Premises to Lessor and Lessee
physically occupies the Premises (the "Possession Date"), unless terminated sooner as
provided herein. Lessee shall issue said Notice to Proceed with Construction no later than
fifteen (15) days after full execution of this Lease. The Possession Date shall be the date
on which all of the following conditions precedent (the "Conditions Precedent") have
been met but shall be no later than four (4) months after Lessee issues a notice to proceed
to Lessor.
A. Within thirty (30) days after the Effective Date of this Lease, the Lessor
shall receive satisfactory evidence that funds are available from Lessee to
construct Lessor's Improvements as defined in Paragraph 6 herein.
B. Within fifteen (15) days after the date of issuance of the Notice to Proceed
with Construction, Lessor shall provide to the Director of NET a set of
construction plans for his review and approval. The Director of NET's
approval does not relieve Lessor of any obligation it may have at law to
file such construction plans with any department of the City or any other
governmental authority having jurisdiction over the issues; or to obtain
any building or other permit or approval required by law. Lessor
acknowledges that any approval given by the Director of NET shall not
constitute an opinion or agreement by the City that the plans are
structurally sufficient or in compliance with any laws, codes or other
applicable regulations.
C. Within five (5) days after receiving the Director of NET's approval, Lessor
shall submit the construction plans to the City of Miami Building
Department for review and approval construction plans for Lessor's
Improvements.
D. Within forty-five (45) days after obtaining the Director of NET's
Administrator's approval, Lessor shall have obtained a building permit and
commenced construction of Lessor's Improvements.
E. All governmental permits and approvals required to commence
construction of the Premises improvements shall be obtained by Lessor.
F. Lessor shall have four (4) months from the date of issuance of the Notice
to Proceed with Construction to complete construction of Lessor's
Improvements as evidenced by the issuance of a Temporary Certificate of
Occupancy (the "TCO") or a Certificate of Occupancy, if no TCO is
required.
G. The City Manager, at his sole discretion, shall have the right to extend the
above timeframes for performance as applicable to Lessor for one two (2)
month period if the City Manager has determined that Lessor cannot
complete Lessor's Improvements due to no fault of its own.
3. AMOUNT OF RENT AND MANNER OF PAYMENT:
A. Rent shall commence on the Possession Date. In consideration of Lessee
providing construction funding in the amount of $59,000.00 to Lessor,
Lessor agrees that during the initial Term of this Lease, the rental rate of
$20.00 per square foot shall be reduced by $1 1.55 per square foot, which
shall be amortized on a straight-line basis over a five (5) year in order for
Lessee to recoup its construction funding for construction of Lessor's
Improvements.
B. Lessee shall pay the Lessor for the first year and every year thereafter of
the initial Term of this Lease, Rent equal to $8.45 per square foot or
SEVEN HUNDRED NINETEEN AND 66/100 DOLLARS ($719.66) per
month (the "Rent"). 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.
Lessee shall provide "Janitorial Services", at its sole cost and expense,
which shall include pest control, 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. The
Rent payment shall be made by check payable to Martin Luther King
Economic Development Corporation in advance, and delivered, on the
first day of each month, without notice, to the following address at: 6114
Northwest 7th Avenue, Miami, Florida 33127. In the event the Rent
commences on a day other than the first day of a calendar month, then
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upon the day of Rent commencement, Lessee shall pay Lessor the 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.
C. Commencing on the first day of the first full month of the Additional 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 in the
index known as "United States Bureau of Labor Statistics, Consumer Price
Index utilizing 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 year plus the product of that monthly Rent
multiplied by the "CPI Percentage" (as defined below) but shall not exceed
three percent (3%).
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 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 each Anniversary Date 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 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
Current Anniversary Date
Nov 1, 2002
Nov 1, 2003
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CPI — Preceding year
(month prior to Anniversary Date of Preceding Year)
Oct 1, 2002 = 177.0
CPI — Current year
(month prior to current Anniversary Date
(or nearest reported month) Oct 1, 2003 = 181.6
CPI increase = 181.6 — 177.0 = 2.6%
177.0
Adjusted Base Rent = $1,107.17 x 2,6 % = $l,135.95
Cap on annual increase in Base Rent = $1,107.17 x 3.0 % _ $1,140.3 8
4. SECURITY DEPOSIT:
No Security Deposit required.
5. OPTION TO RENEW:
Provided no default then exists, or if a default does exist, that 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 two
(2) options to renew this Lease for a term of two (2) years each (hereinafter the
"Additional Term"), upon the same terms and conditions set forth in this Lease. Said
Additional Term shall be exercised by giving Lessor no less than three (3) months written
notice 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 Additional Term.
6. LESSOR IMPROVEMENTS:
Lessee shall provide construction funding to Lessor in the amount of $59,000.00
for construction of the Premises. However, in no event shall Lessee be responsible for
construction funding in excess of $59,000.00. If construction costs exceed $59,000.00,
Lessor, at its sole cost and expense, shall be responsible for any excess cost of
construction. Lessor shall use the construction funding to provide Lessee with complete
construction of the Premises improvements that must be approved by Lessee which shall
include, but not be limited to, design, permitting, a conference room, a restroom,
partitions for five offices, doors, floorings, Heating, Ventilation, Air Conditioning
(HVAC), new drop ceilings, one executive office, electrical, plumbing, internet and
security wiring, (collectively "Lessor's Improvements") in accordance with the space
requirements as shown in Exhibit "B" attached hereto and made a part hereof. Upon
completion of Lessor's Improvements, Lessor shall deliver the Premises on the
Possession Date.
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A. Within ten (10) days after obtaining a building permit, Lessor shall
provide Lessee with a copy of the fully executed construction agreement
between Lessor and its contractor with a total contract price not to exceed
$59,000 stipulating the manner of draw requests allowed by Lessor's
contractor. During the construction period, Lessor shall review and
approve each pay draw request from its contractor which shall include
copies of all cancelled checks, paid invoices from material suppliers, and
partial or full release of liens for payment to material suppliers and
subcontractors that is being submitted for disbursement of construction
funds. Upon acceptance of the pay draw request, Lessee shall disburse
payment to Lessor on a reimbursement basis in a manner agreed to by the
parties. Lessee agrees to provide no more than ten percent (10 %) advance
for construction mobilization.
B. The construction agreement shall require the contractor to furnish a
payment bond or other form of security reasonably acceptable to Lessor
for the contract price of $59,000 which may be reduced after each stage of
completion of construction of improvement to the Premises.
7. LESSEE IMPROVEMENTS:
Lessee, at its sole cost and expense, shall provide telephones, cable television, if
available, hook-up, and connection charges, furniture and equipment to the Premises
upon the Possession Date.
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.
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10, USE:
A. The Lessee shall use and occupy the Premises fora 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. 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 and parking spaces, 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 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").
E. Lessor agrees to allow Lessee the nonexclusive right to use Lessor's main
office conference room for large City -sponsored meetings. Lessee shall be
required to provide Lessor with seven (7) days prior written notice and
shall not be charged for said use.
11. RELOCATION OF LESSEE:
The parties acknowledge that Lessor's property, the Martin Luther King Business
Center on NW 7th Avenue and MLK Boulevard (NW 62nd Street), may be demolished
and redeveloped ("Project"). Should the property be demolished during any period of the
initial Term of this Lease as a result of the Project, Lessor, at its sole cost and expense,
shall relocate Lessee to a comparable space within its property along MLK Boulevard
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(NW 62nd Street). This relocation shall include, but not be limited to, cost of all tenant
improvements so that the new space is comparable as to size, quality, fixtures and build -
out as the original space was at the time the City completed its build -out of the leased
premises, and the cost of installation of cable television, telephone and computer
hookups. The monthly payment of Rent shall remain the same throughout the initial
Term, even in the event the relocated space contains a greater amount of square footage.
The relocated space shall not be less square footage than the original leased space. If for
any reason Lessor is unable to relocate Lessee to another location along MLK Boulevard
during the initial Term, Lessee shall have the right to terminate this Lease and Lessor
shall reimburse Lessee the unamortized balance of Lessee's construction funding of
$59,000, amortized on a straight-line basis over a five year period. Lessee shall further
have right of first refusal for a new lease in the relocated space, or the Project in the event
Lessee does not relocate during the Term.
12. 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 reasonably cleaned, reasonable wear
and tear excepted. However, Lessee shall not be obligated to repair any damage, which
Lessor is required to repair under Section 22(B). All fixtures, window treatments and
keys shall at the end of the term be returned to the Lessor,
13. 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 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.
14. SIGNS:
Subject to Lessor's approval of the size, design and appearance of exterior
signage, Lessee, at its sole cost and expense, shall install exterior signage on the Premises
that shall state "City of Miami Model City NET". Upon the expiration or earlier
termination of this Lease, for any reason, the Lessee shall, at its sole cost and expense,
remove and dispose of the exterior sign from the Premises.
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15. MAINTENANCE AND REPAIRS:
A. Lessor, at its sole cost and expense, shall keep the exterior of the Premises
and Common Areas in a good state of repair, and it shall be responsible for
all exterior maintenance, including garbage and trash disposal as required,
electrical, interior and exterior HVAC, all windows, plumbing, restrooms,
repairs and replacements, doors and openings, ceiling, and to any
structural portion of the Premises, including the roof and exterior masonry
and paint of the Premises.
B. Lessee shall keep the nonstructural interior of the Premises and the
improvements placed therein in a good state of repair, and Lessee shall be
responsible for all interior painting, maintenance and nonstructural repairs
of the Premises including janitorial services, 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 satisfactory 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.
16. 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. Lessee shall pay for
electricity, telephone, and cable/computer utilities serving the Premises. Lessee shall pay
Miami -Dade Water and Sewer Department for water consumption. The Premises shall be
cable/computer ready and separately metered for utility service. Lessor shall pay all other
utilities.
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17. COVENANTS OF THE LESSEE:
The Lessee hereby covenants and agrees with the Lessor as follows:
A. 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.
B. 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.
18. 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, 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, clean and in good
repair and condition.
F. 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.
19. 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
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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 or interfered with 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. If Lessor does not cure the prohibited enjoyment after the fifteenth
day, and Lessee terminates and cancels the Lease, Lessor shall reimburse Lessee as of the
date of such termination and cancellation, the unamortized balance of Lessee's
construction funding of $59,000, amortized on a straight-line basis over a five year
period.
20. LESSOR'S INSURANCE:
The Lessor will, during the Term, and any extensions thereof, and at its sole cost
and expense, carry general liability and property insurance on the structure of the Property
to the full replacement value. Lessee is self -insured.
21. INDEMNIFICATION:
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 use by Lessee of the Property.
22. 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 untentable, 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 pur-
poses, 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, and Lessee has not selected to terminate, then the Lessor
shall proceed with such construction and complete same with all
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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. 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 identification 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.
D. 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.
23. PROVISIONS OF DEFAULT:
A. By Lessee:
i. 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 and diligently pursued
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curing 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
24 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:
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, has not yet begun and diligently pursued
curing such default, 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.
ii. 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.
iii. In the event of Lessor's default, the City shall have the right to
demand that Lessor reimburse the Lessee the unamortized balance
of Lessee's construction funding of $59,000, amortized on a
straight-line basis over a five year period. Any amounts not so
reimbursed shall constitute a lien upon the Property enforceable in
summary proceedings as provided by law.
C. 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.
24. 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 33130
with a copy to
City of Miami
City Attorney
444 S.W. 2" Avenue, Suite 945
Miami, FL 33130
City of Miami
Director, Public Facilities
Asset Management Division
444 S.W. 2nd Avenue, 3rd Floor
Miami, FL 33130
City of Miami
Director, Net Administration
444 S.W. 2"d Avenue, 7th Floor
Miami, FL 33133
Lessor:
Mr. David Chiverton, President
Martin Luther King Economic Development Corporation
6114 N.W. 7th Avenue
Miami, FL 33127
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.
25. 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 prior written Notice. Upon any such termination, this Lease shall
terminate as though the termination were the date originally fixed as the end of the term
and Lessee shall not be entitled to reimbursement of the unamortized balance of the
construction funding in the amount of $59,000.
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26. 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
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.
27. PARKING:
During the term of the Lease and any extension thereof', Lessor shall provide
Lessee with no less than five (5) reserved parking spaces for the sole use of Lessee,
Lessee's employees, and those associated with Lessee at no cost to Lessee. These five (5)
reserved parking spaces must conform to all existing governmental codes in effect at the
time of occupancy.
28. ENVIRONMENTAL:
A. Lessor represents and warrants to Lessee that:
i. 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;
ii. no underground storage tanks have been or are located on the
Premises;
iii. the Premises has never been used as a dump for any Hazardous
Materials (as defined below); and
iv. the Premises and its prior uses comply with and at all times have
complied with, Environmental Laws (as defined below).
(1) 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:
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(a) defined as a "hazardous material", "hazardous
substance", "extremely hazardous waste", or
"restricted hazardous waste" under any provision of
State Law;
(b) Petroleum;
(c) asbestos
(d) polychlorinated biphenyl;
(e) radioactive material;
(0 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);
(g) defined 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
(h) 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).
(2) 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.
v. Lessor hereby indemnifies Lessee from any matter related to the
representation and covenants provided herein.
29. RADON GAS:
Radon is a naturally occurring radioactive gas that, when it has accumulated in a
building in sufficient quantities, may present health risks to persons who are exposed to it
over time. Levels of Radon that exceed federal and state guidelines have been found in
buildings in Florida. Additional information regarding Radon and Radon testing may be
obtained from your county health unit.
30. 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
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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.
31. 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 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 party'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
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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, 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, at the time of
Lessee's occupancy, that the Premises shall, at the Lessor's sole cost and
expense, be brought into conformance with the requirements of Section
553.501 F.S., providing requirements for the physically handicapped.
1. 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 the Premises is available to the degree 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.
M. 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.
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In Witness Whereof, the parties hereto have hereunto set their hands and seals on
the day and year first above written.
Witnesses:
Lessor:
Martin Luther King Development
Corporation
By: By:
President
Print Name Print Name
By:
Print Name
Date
ATTEST: CORPORATE SEAL:
By;
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 Jorge L. Fernandez
Risk Management Department City Attorney
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