HomeMy WebLinkAboutExhibitLEASE AGREEMENT
BETWEEN
WEST FLAGLER PARK BAPTIST CHURCH, INC.
AND
THE CITY OF MIAMI, FLORIDA
FOR THE USE OF VACANT LAND AT THE FOLLOWING
DESCRIBED PREMISES:
5911 W. FLAGLER STREET
MIAMI, FLORIDA 33144
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22. PROVISIONS OF DEFAULT
23. NOTICES
24. LESSEE'S RIGHT TO TERMINATE
25. FORCE MAJEURE
26. PARKING
27. ENVIRONMENTAL
28. RADON GAS
29. CONFLICT OF INTEREST
30. MISCELLANEOUS
EXHIBIT A THE PROPERTY
EXHIBIT B THE PREMISES
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LEASE AGREEMENT
This Lease Agreement (the "Lease Agreement" or "Lease") is made and entered into at
Miami -Dade County, Florida, the day of , 2008, by and between
West Flagler Park Baptist Church, Inc., a Florida non-profit corporation, 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 Lessee agree as follows:
1. PURPOSE
The Lessor is the owner of real property located at 5911 W. Flagler Street, Miami, Florida
33144, as described in Exhibit "A" (the "Property"). The Lessor hereby leases to the
Lessee, the rear vacant lot of the Property consisting of approximately 13,650 square feet
(the "Premises"). The Premises will be used for the placement of a double wide trailer, a
single trailer, parking and storage bins as shown in Exhibit `B". The plans as shown in
Exhibit B may be modified from time to time as needed and mutually agreed to by the
parties.
2. DURATION OF TERM:
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 the
Premises ("Possession Date") as evidenced by
B) Rent shall commence upon the Possession Date, but not later than the
after this Lease is approved by the Miami City Commission.
3. AMOUNT OF RENT AND MANNER OF PAYMENT:
The Lessee shall pay the Lessor for the first year of the Term of this Lease Rent a rate of
ONE THOUSAND FIVE HUNDRED ($1,500.00) per month (the "Rent"). The Rent
payment shall be made by check payable to West Flagler Park Baptist Church, Inc., in
advance, and delivered, on the first day of each month, without notice, to the following
address at:
West Flagler Park Baptist Church, Inc.
5911 W. Flagler Street
Miami, FL 33144
In the event the Possession Date of the Premises by Lessee commences on a day other
than the first day of a calendar month, 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.
Commencing on the first day of the first full month of the second year of the Term and
every twelve (12) months thereafter, and such date being referred to herein as the
"Anniversary Date", Lessee agrees that, as provided for below, Rent shall be increased by
three percent (3%).
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, at its sole cost and expense, provide garbage collection from and
cleaning of the leased Premises.
4. SECURITY DEPOSIT:
Lessee and Lessor agreed that there will be no security deposit required.
5. OPTION TO EXTEND:
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 one (1) year, upon the same terms and
conditions set forth in this Lease. Said option renewal shall be exercised by giving Lessor
no less than one (1) month 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 option period.
6. LESSOR IMPROVEMENTS: [Intentionally deleted]
7. LESSEE IMPROVEMENTS:
Lessee, at its sole cost and expense, shall provide adequate water, sewer and electric to
the Premises. Said utilities will be separately metered. Lessee, at its sole cost and
expense, shall construct and/or install the improvements on the Premises as depicted in
Exhibit B.
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,
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as the lending institution may direct, shall contain a provision which states, in effect, that
the shall not aistrb,a and oftle
uic Lessee be ui��uivvu in iw pvasc��iou OCCuYariCy 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. 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 Fire Station 11 and/or other
such related functions.
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) Except as provided in Section 7 herein, 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 ten (10) 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.
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 reasonably cleaned, reasonable wear and tear ex-
cepted. However, Lessee shall not be obligated to repair any damage, which Lessor is
required to repair under the terms of this Lease.
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.
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14. MAINTENANCE AND REPAIRS:
A) Lessee, at its sole cost and expense, shall keep the Premises free of debris and in a
good state of repair, and shall be responsible for all exterior maintenance,
including, as may be applicable: garbage and trash disposal as required, electrical,
plumbing, restrooms, repairs and replacements, and to any structural portion of
the Premises, including the asphalt improvements to the property.
B) Lessee shall keep the improvements placed therein in a good state of repair, and
Lessee shall be responsible for all structural and nonstructural maintenance and
repairs of the Premises.
C) Notwithstanding the obligations of the Lessee provided in "A" and `B" above,
any repairs necessitated by the gross negligence or willful misconduct of Lessor,
its employees, and invitees will be repaired by Lessor, or, if said repairs are
undertaken by Lessee, then Lessee shall have the right to recover the cost of such
repairs from Lessor 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.
15. UTILITIES:
Lessee represents water, sanitary sewers, storm sewers, electric current, and telephone
facilities sufficient to accommodate Lessee's purpose will be installed by Lessee. Lessee
shall pay for installation of a water meter, and electric and telephone utilities serving the
Premises. The space shall be separately metered for electricity service and Lessee will be
obligated to pay for all such utilities it uses at the Premises. In the case that, after a full
pledged effort by the Lessee, the appropriate granting authority does not allow for
separate meters to either electric or water, then the Lessee shall be allowed to tap into the
utility which was denied separate metering and Lessee shall pay Lessor above and beyond
rent the amount in excess of the prior year's average use by the Lessor for said utility.
16. COVENANTS OF THE LESSEE:
A) The Lessee hereby covenants and agrees with the Lessor as follows:
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That the Lessee shall not hold T essor 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 and/or security gates as permitted by the Lessor,
whose permission shall not be unreasonably withheld. In the event Lessee
activates an alarm system, Lessee shall pay for all costs associated with its
maintenance, repair and monitoring.
3) The Lessee agrees that at the time its term of possession is completed, Lessee
will leave certain improvements in place for use by Lessor. Such
improvements are specified in Exhibit C.
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,
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, on a timely basis, all leasehold and real estate taxes and
assessments, which may be levied or assessed upon the Lease or Premises by any
local, state, or federal agency.
E) The Lessee covenants that Lessee will keep the Premises clean and in good repair
and condition.
F) Except as provided in Section 16 above, Lessor hereby covenants that, upon
occupancy by the Lessee, the Premises shall be in compliance with all applicable
Federal, State, County and City laws, codes and regulations.
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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 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.
19. LESSOR'S INSURANCE:
The Lessor will, during the Lease Term, and any extensions thereof, and at its sole cost
and expense, carry general liability and property insurance on its own structures of the
Property to the full replacement value. 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 use by Lessee of the
Property.
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:
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.
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-
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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, has not yet
begun to cure 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.
2) 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.
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:
Lessee:
City of Miami
City Manager
3500 Pan American Drive
Miami, FL 33133
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with a copy to
Lessor:
City of Miami
City Attorney
444 S.W. 2nd Avenue, Suite 945
Miami, FL 33130
City of Miami
Director, Department of Public Facilities
444 S.W. 2nd Avenue, 3`d Floor
Miami, FL 33130
City of Miami
Chief, Fire Department
1151 NW 7 Street
Miami, FL 33136
Mr. Reginald Walters
c/o West Flagler Park Baptist Church, Inc.
5911 W. Flagler Street
Miami, FL 33144
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 RIGHT TO TERMINATE:
Separate and apart from all other rights of this Lease, the Lessee shall, after the passage of
twelve months from the time this Lease is executed, 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. Notwithstanding the foregoing, in the event
Lessee cannot obtain permits for project, Lessee can terminate agreement effective
immediately upon learning of such permit denial.
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
procure materials, failure of power, restrictive governmental laws or regulations, riots,
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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:
Lessee will provide for its own parking needs on the Premises as depicted in Exhibit B.
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, with
the exception of a septic tank;
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).
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(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
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portion shall be deemed to be severable from this Lease and shall not affect the
remainder thereof
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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 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 hereby grants Lessee an easement for ingress/egress, access, parking and
for driveway purpose, for the Premises.
I) 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.
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J) The covenants and agreements contained in this Lease are interdependent and are
binding the .ties hereto, their successors and assigns. This T ease has been
on tt, parties aa�.aCw, taa�. ease 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 vv11ereo1, we parties thereto have hereunto set their Hands and seals on the day
and year first above written.
Witnesses: Lessor:
West Flagler Park Baptist Church, A Florida
non-profit corporation
By:
Print Name:
Signature Title:
Print Name
Signature
Print Name
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ATTEST:
CITY OF ivliAtvii,
a Municipal Corporation of the
State of Florida
By: By:
Priscilla A. Thompson, City Clerk Pedro G. Hernandez, City Manager
APPROVED AS TO INSURANCE APPROVED AS TO FORM AND
REQUIREMENTS: CORRECTNESS:
By: By
LeeAnn R. Brehm, Director Julie O. Bru
Risk Management Department City Attorney
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