HomeMy WebLinkAboutLease Agreement 2LEASE AGREEMENT
This Lease Agreement (the "Lease Agreement" o "Lease") is made and entered into at
Miami, Dade County, Florida, the Z511day of ) Lc. s 'F , 2000, by and between
Orielli Troia, as Trustee under Revocable Trust Agreement dated May 25, 1995, herein-
after called,. "Lessor", and the City of Miami, a municipal corporation of the State of
Florida, hereinafter called "Lessee", the terms "Lessor" and "Lessee" being intended to
include the successors and assigns of the original parties and the heirs, legal repre-
sentatives, successors and assigns of the respective persons who from time to time are
lessor and lessee, wherever the context of this Lease so requires or admits.
Witnessed:
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 779 West Hagler Street, Miami,
Florida 33130, as described in Exhibit "A" (the "Property"). The Lessor hereby leases to
the Lessee, the entire Premises consisting of approximately 7601 square feet of which
6,390 square feet shall be used as office space, and 1,211 square feet shall be used as
storage/warehouse space, 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 two (2) years,
(the "Lease Term" or Term"), commencing on the date Lessee physically
occupies Phase One as provided below which shall occur no later than August 25,
2000 (the "Possession Date").
B) Rent shall commence upon possession of the respective phases as provided below:
1) Phase One - Lessee shall initially take possession of the existing office portion
consisting of approximately 5,390 square feet and storage space/warehouse
consisting of approximately 1,211 square feet, as shown on Exhibit "B"
("Phase One") attached hereto on the Possession Date.
2) Phase Two - Within thirty (30) days of Lessee taking possession of the area
identified in Phase One and subject to the provisions of Paragraph 27(J)
herein, Lessee shall be granted possession of the storefront area that contains
approximately 1,000 square feet, as shown on Exhibit "B" attached hereto.
3. AMOUNT OF RENT AND MANNER OF PAYMENT:
A) The Lessee shall pay unto the Lessor for the initial Term of this Lease seven
dollars and 00/100 ($7.00) per square foot for office space, and ($4.00) per square
foot for storage/warehouse, respectively, per annum, payable monthly. Based on
the foregoing, the Lessee shall pay to Lessor for Phase One an aggregate monthly
amount of three thousand five hundred forty seven dollars and 84/100
($3,547.84). Upon Lessee taking possession of Phase Two, the Lessee shall pay
the Lessor an additional monthly amount of five hundred eighty three dollars and
33/100 ($583.33) for a total monthly amount of four thousand one hundred thirty
one dollars and 17/100 ($4,131.17). The term "Rent" more specifically refers to
all rent due to Lessor by Lessee inclusive of insurance, real estate taxes,
administrative fees, maintenance and repairs 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, as hereinafter defined, 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. The amount of Rent may be reduced
in accordance with the provisions of paragraph 22 herein.
B) The monthly rent shall be payable, in advance, on the first day of each month,
without notice. The "Security Deposit", as defined per section 4, and first month
rent are payable upon full execution of this lease agreement.
C) Payments are to be made payable to:
Ms. Orielli Troia, Trustee
5233 Alton Road
Miami Beach, Florida 33140
or at such other place as Lessor may designate in writing.
D) 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 multiplying said month's rent by
that amount obtained by dividing the number of days from the date of Rent
commencement to the first day of the next succeeding calendar month by the
number of days in the month in which the Rent commences.
4. SECURITY DEPOSIT:
The Lessee shall pay unto the Lessor at the date this Lease Agreement is fully executed
by both Lessor and Lessee, a refundable amount of four thousand one hundred thirty one
dollars and 17/100 ($4,131.17) as a security deposit (the "Security Deposit"). The
Security Deposit shall be security for the payment and performance by Lessee of all of
Lessee's obligations and agreements under this Lease. Lessor shall have the right, but
shall not be obligated, to apply all or any portion of the Security Deposit to cure any
default under this Lease by Lessee, in which event, Lessee shall promptly, upon written
notice from Lessor, deposit with Lessor the amount necessary to restore the Security
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Deposit to its original amount.
If Lessee fully and faithfully complies with all of the terms, provisions and conditions of
this Lease, the Security Deposit shall be returned to Lessee with interest after both (i) the
expiration of the Lease Term, including any extensions thereto, and (ii) Lessee's delivery
to Lessor of the Premises in good order and repair, wear and tear excepted; have
occurred. In the event of a sale or transfer of the Property, Lessor shall have the right to
transfer the Security Deposit to such transferee and thereafter Lessor shall be released
from all liability relating to the return of the Security Deposit, and Lessee shall look to
such transferee for the return of the Security Deposit.
5. OPTION TO EXTEND:
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 three (3) terms of two (2) 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 5B. Said option to
renew shall be automatic unless Lessee notifies Lessor, no less than six (6)
months prior to the expiration of the then current term, of its election not to
exercise such option. Upon the Lessee exercising its option, the Lease Term shall
be deemed to include the option period.
B) The Rent for each option period shall be increased by two and one half percent
(2.5%) of the rent in effect during the previous term's rent.
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 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.
7. CONDITION OF THE PREMISES:
The Lessee shall accept possession of the Premises in its "as is" condition existing on the
date of possession of the corresponding phase. 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 same before taking
possession.
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S. USE:
A) The Lessee shall use and occupy the Premises for offices, storage/warehouse,
and/or .other such related functions. Lessee shall be allowed to sublease any
portion of the offices and/or storage/warehouse with Lessor's prior written
consent, which shall not be unreasonably withheld nor delayed beyond five (5)
business days from receipt of Lessee's request. 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 Board of Health, 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, tunnels, passageways, landscaped areas, open and enclosed malls, interior
and exterior ramps, elevators, walks and arcades, if any (herein collectively
referred to as "Common Area" or "Common Areas").
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 and any renewal revert back to the Lessor.
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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 from month -to -month and the Rent shall be the same Rent as the last in effect. All
provisions of this lease applicable to such tenancy shall remain in full force and effect.
11. SIGNS:
Despite the terminology contained in this Lease Agreement, 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.
B) Lessee shall keep the Premises and the improvements placed therein in a good
state of repair, and it shall be responsible for all repairs to the painting, mainte-
nance and repairs to the interior of the Premises including all windows, doors and
openings, all electrical, ballasts, plumbing, fixtures, the HVAC system, and other
systems installed within the Premises, provided that the total cost of such
maintenance and repairs shall not exceed three thousand dollars ($3,000) per year.
Lessor shall be responsible for all maintenance and repair costs that exceed three
thousand dollars ($3,000) per year. If the HVAC system is in need of repair and
the amount of repair alone or with other expenditures incurred exceeds three
thousand dollars ($3,000), 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 negligence or willful misconduct of Lessee, its
employees, and invitees or repairs necessitated for above normal wear and tear
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 negligence or
willful misconduct or above normal wear and tear.
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
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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.
13. 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 all water,
electricity, telephone, and other utilities serving the Premises.
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 reactivate the
alarm system. In the event Lessee reactivates the alarm system, Lessee shall
pay for all costs associated with its maintenance, repair and monitoring.
15. 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) That Lessor shall deactivate the alarm system prior to the Possession Date.
F) The Lessor further covenants that Lessor will keep the Premises, parking areas,
the exterior, the Common Areas and the Premises, in good repair.
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16. QUIET ENJOYMENT
Lessee or its sublessee, 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 contrary to the previous provisions
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 Term, 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, at its sole cost
and expense, shall insure its personal property, and provide general liability insurance.
18. INDEMNIFICATION:
A) To the extent permitted by law and subject specifically to the limitations set forth
in Section 768.28 Florida Statutes, Lessee agrees to indemnify, hold harmless and
defend Lessor, 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 Lessor 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) 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 and/or damage to property, arising from or out of the occupancy or use by
Lessee of the Premises.
C) 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 60% of
leased floor space usable for Lessee's purposes, and rendering the Premises unfit
for occupancy, the Lessor and Lessee shall both have the option of terminating
this lease within thirty (30) days from the date of the casualty by providing Notice
to the other party. 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 the Premises are rendered
untenantable, 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, etc.
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
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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) If the Lessee defaults in any rent payment required by this Lease and such
default continues for thirty (30) days after receipt of Notice thereof by the
Lessee, or if the Lessee defaults in any of its other covenants, and within a
period of forty-five (45) days after receipt of Notice specifying such 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. In the event of
such termination, the Lessee is responsible for the payment of rental
installments accrued and unpaid to the date of termination. Thereafter, Lessee
shall have no further obligations to make rental payments hereunder.
B) By Lessor:
1) Should the Lessor default in the payment of any obligation under any
mortgage, deed of trust, judgment, assessment, tax or other encumbrance
affecting the Premises, or fail to perform any obligation specified under this
Lease, Lessee shall have the right but shall not be obligated to pay or
discharge any such obligation. Should Lessee elect to pay or discharge any
such obligation, Lessor shall, within ten (10) calendar days from the date of
Lessee's written demand, reimburse Lessee in the full amount thereof together
with Lessee's expense incurred in connection therewith, including but not
limited to reasonable attorney's fees and interest from the date of Lessee's
disbursement. In the event Lessor fails to reimburse the monies and costs
expended by and accrued for Lessee, Lessee shall have the right to deduct
from rent(s) thereafter due and payable under this Lease all amounts that have
been so paid by, or accruing for Lessee. Lessor shall not be considered in
default while Lessor is in the appeals process and awaiting a determination
from the Value Adjustment Board regarding an assessment and/or real estate
taxes appeal. Lessor must pay all real estate taxes, plus any applicable interest
and/or additional fees, by a date as determined by the Value Adjustment
Board, otherwise Lessor will be considered in default. In the event a lien is
filed against the Premises, through no fault of the Lessee, and Lessor wishes
to contest any such lien, Lessor must provide bonding or other form of
security acceptable to Lessee in an amount no less than 150% of the lien plus
estimated costs and interest, until a final nonappealable judgment is entered
establishing the validity of the lien. Lessor will immediately satisfy any
judgment against Lessor regarding the lien.
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2) If Lessor defaults in the performance of any material 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.
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.
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 at:
Lessee:
City of Miami
Office of the City Manager
444 S.W. 2'd Avenue, 10th Floor
Miami, FL 33130
and a copy to
City of Miami
Office of Asset Management
444 S.W. 2" Avenue, 3rd Floor
Miami, FL 33130
and a copy to
Lessor:
City of Miami
Office of Homeless Program
779 West Flagler Street
Miami, FL 33130
Ms. Orielli Troia, Trustee
5233 Alton Road
Miami Beach, Florida 33140
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.
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22. SPECIAL PROVISION:
Lessor acknowledges that the Lessee is leasing space for the Office of Homeless Program
Department, which office is completely funded through grants, primarily from
government sources. Accordingly, Lessor hereby grants the right to reduce the total
square footage rental if funding allocations are reduced in any year of this lease. This
special provision is granted in recognition of the fact that grant awards are primarily of a
one-year duration and are subject to renewal. Lessee will be granted the option of
reducing the square footage of this lease, without penalty, to insure continued services
within a reduced budget. The square footage to be reduced shall be limited to the
storefront space as shown in Exhibit B, in order to ensure that Lessor has the ability to
relet the space. Lessee agrees to notify the Lessor as soon as possible, and to use its best
efforts to notify Lessor six (6) months in advance of a projected reduction in funding that
would necessitate re -negotiating the total square footage to be leased for the subsequent
year. Lessee will, additionally, have the responsibility of providing documentation for
the Lessor of the reduction in funding that is necessitating a reduction in square footage.
23. 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 one hundred eighty (180) days Notice if the program for which the space is being
Leased shall be deemed to be discontinued at this location. Upon any such termination,
this Lease shall terminate as though the termination were the date originally fixed as the
end of the term.
24. 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.
25. PARKING:
During the term of the Lease and any extension thereof, Lessor shall provide Lessee with
no less than sixteen (16) parking spaces for the sole use of Lessee, Lessee's employees,
and those associated with Lessee.
26. 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;
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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
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.
27. 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.
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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 enforceable, 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 then 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, 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.
II) 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
13
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) Lessee hereby acknowledges that a tenant is currently occupying the storefront
area as shown in Exhibit B. Said lease is due to expire. Lessor hereby covenants
not to renew said lease and to terminate the tenant's occupancy within thirty (30)
days of the Possession Date. In the event Lessor fails to remove said tenant and
deliver possession to. Lessee within thirty (30) days of the Possession Date, Lessee
shall have the right to: (i) amend this Lease to exclude the storefront area and the
rights and obligations with respect to that area shall be excluded from this Lease;
or (ii) terminate this Lease in which case all amounts paid to date to Lessor shall
be immediately repaid to Lessee, upon demand.
K) Lessor hereby represents and warrants to Lessee that the drinking water at the
Premises is available to the degree of the educational code and it is free of all
contaminants and harmful 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.
M) 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.
28. APPROVAL BY THE OVERSIGHT BOARD:
The State of Florida has appointed an Emergency Financial Oversight Board (the
"Oversight Board") which is empowered to review and approve all pending City of
Miami contracts. As a result, contracts shall not be binding on the Lessee until such time
as they have been approved by the Oversight Board. Attestation of this Lease Agreement
by the City Clerk shall constitute evidence of its approval by the Oversight Board.
14
In Witness Whereof, the parties hereto have hereunto set their hands and seals on the day
and year first above written.
Lessor: Cl�ju
Orielli Troia, as Trustee
Witness:
Dated and executed by the City as of
ATTEST:
Walter t' an, City Clerk
APPROVED AS TO INSURANCE
REQUIREMENTS:
``r n
By:
I I
Mario Soldevilla
Risk Management Administrator
Date 3 -- / ? •-
CITY OF MIAMI,
a Municipal Corporation of the
State of Florida
B
APPROVE
CORRE
dro Vilarello
Attorney
RM AND
15
K-0000474