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COMMERCIAL LEASE AGREEMENT
This COMMERCIAL LEASE AGREEMENT is made on this day of ,
2014 between THE BLACK ARCHIVES, HISTORY AND RESEARCH FOUNDATION OF
SOUTH FLORIDA, INC., a Florida non-profit corporation ("Landlord"), and the SOUTHEAST
OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency
and body corporate created pursuant to Section 163.356, Florida Statutes ("Tenant").
1. GRANT OF LEASE
Landlord, in consideration of the rents to be paid and the covenants and agreements to be
performed and observed by the Tenant, does hereby lease to the Tenant and the Tenant does
hereby lease and take from the Landlord that certain 3,274 square feet of floor space on the third.
floor of the Building, as depicted in Exhibit "A" attached hereto and by reference made a part
hereof (the "Leased Premises") for description purposes, together with, as part of the property, all
improvements located thereon. The Tenant shall have access to that certain 1,737 square feet of
shared space on the third floor of the Building, as depicted in Exhibit "A."
2. USE OF LEASED PREMISES: HOURS OF OPERATION
a. USE OF LEASED PREMISES. The parties acknowledge that the
Tenant is a public agency and body corporate created pursuant to Section 163.356, Florida
Statutes, and serves a public governmental entity that engages in community redevelopment
activities pursuant to Chapter 163, Part III., Florida Statutes, and the Tenant's approved
redevelopment plan. The Leased Premises shall be used and occupied as the administrative
offices of the Tenant, and for other uses related to the operation of the Tenant's business,
including use of the Leased Premises to hold public meetings. Tenant shall be required to
provide Landlord with advance notice, consisting of not less than five (5) calendar days, of any
public meetings that will be held at the Leased Premises. Tenant shall also notify and schedule
with Landlord, through the Black Archives Administration, any requests to utilize the common
areas of the building, including all conference rooms. Upon receipt of advance notice as provided
above, Landlord agrees to identify accommodations sufficient to support the nature of the
meeting and anticipated number of attendees, Nothing herein shall give Tenant the right to use
the Leased Premises for any other purpose or to sublease, assign, or license the use of the Leased
Premises.
b. HOURS OF OPERATION. Landlord acknowledges that Tenant is a
government entity that operates Monday through Friday, from 7:00 am to 6:00 pm; however, in
the event Tenant requires access to the Leased Premises beyond the aforementioned days and
hours of operations, upon providing advanced notice to Landlord, Tenant shall have full and
complete access to the Leased Premises as required in furtherance of its business operations.
3. TERM
The term of this Lease shall begin on the commencement date, as defined in Section 3(b) below,
and shall terminate three (3) years from the commencement date, or sooner, if terminated as
provided herein. The "Commencement Date" shall be February 1, 2014, unless the Tenant is
unable to commence its operations by having its offices open to the public for official business on
the Leased Premises by then, at which point, the "Commencement Date" shall be the first day
Tenant is able to open its offices to the public for official business on the Leased Premises. In the
event either party wishes to extend the term of this Lease, said party agrees to provide formal
13-01222.- Ex.hibi+- sue)
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written notice no later than four (4) months into the third year of the original term. Both
Landlord and Tenant each agree to meet and negotiate the terms and conditions governing the
extended term.
4. RENT
a. ANNUAL RENT; MONTHLY INSTALLMENTS. The Tenant agrees
to pay the Landlord and the Landlord agrees to accept, during the term hereof, at Landlord's
address set forth below in Section 15.01, or at such other place and to such other person as
Landlord may from time to time designate in writing, annual rent in the amount of $72,000,
which shall include all utilities (water, electricity, sewer, etc), janitorial services, and security.
The annual rent shall be payable in advance in equal monthly installments of one -twelfth (1/12)
of the total year rent, which shall be Six Thousand Dollars and No Cents ($6,000.00), on the first
day of each calendar month during the term hereof, and prorate for the fractional portion of any
month. Reference to annual rent hereunder shall not be implied or construed to the effect that this
Lease or the obligation to pay rent hereunder is from year to year, or for any term shorter than the
existing Lease term, plus any extensions as may be agreed upon. Rent shall be considered late if
received by Landlord ten (10) or more days subsequent to the due date.
b. WAIVER OF RENT DURING FIRST YEAR. Notwithstanding the
above, Landlord hereby affirmatively waives rent during the first year of the term, and the
payment of rent, as provided in Section 4(a) above, shall commence upon the second year of the
term.
c. APPORTIONMENT OF RENT; 30 DAY MONTH. If the term of this
Lease shall terminate on any day other than the first or last day respectively of a calendar month,
all rent and other charges accruing under this Lease for such portion of the partial calendar month
shall be apportioned and paid on the basis of a thirty -day month,
d. UTILITIES. Electricity, water, and sewer for the Leased Premises are
included in rent, as described in Section 4(a) above, and are the responsibility of the Landlord.
The cost and performance of trash removal and janitorial services for the Leased Premises shall
be Landlord's sole responsibility. Tenant shall not be liable to Landlord for any interruption in the
service of any utility.
e. REAL ESTATE TAXES. Landlord shall be responsible for any and all
real estate taxes and assessments against the Leased Premises and/or Building.
5. SECURITY DEPOSIT
Landlord hereby waives any obligation of Tenant to provide a security deposit. Tenant hereby
agrees to return the Leased Premises to Landlord in the original condition leased, ordinary wear
and tear excepted.
6. SIGNAGE
Tenant shall have the right, subject to the consent of Landlord, which shall not be unreasonably
withheld, to at its sole risk and expense and in conformity with applicable laws and ordinances, to
erect and thereafter, to repair or replace, if it shall so elect signage located on the same floor as
the Tenant's Leased Premises , provided that Tenant shall remove any such signs upon
termination or expiration of this Lease, and repair all damage occasioned thereby to the Leased
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Premises. Given the historic nature of the Building, no signage on the exterior of the building
shall be permitted.
7. IMPROVEMENTS AND DELIVERY OF POSSESSION
Tenant acknowledges that the Leased Premises are under construction by the Landlord, Landlord
agrees to provide Tenant with a copy of the Certificate of Occupancy issued by the City of Miami
or similar governmental authority upon completion of construction of the Leased Premises.
Landlord shall permit Tenant to inspect the Leased Premises prior to accepting the same.
Delivery of possession of the Leased Premises shall take place upon the Commencement Date, or
earlier as provided by the Landlord.
8. ASSIGNMENT AND SUBLETTING
Tenant shall not assign, sublet, mortgage, pledge, or hypothecate this Lease, or any interest
therein, nor shall Tenant permit the use of the Leased Premises by any person or persons other
than Tenant, nor shall Tenant sublet the Premises, or any part thereof without the prior written
consent of Landlord.
9. CONDITION OF LEASED PREMISES — MAINTENANCE AND
REPAIRS
Subject to any provisions herein to the contrary, Landlord shall be responsible, at Landlord's sole
cost and expense, and at all times throughout the term and any extensions thereof, for all
maintenance, repairs and replacements in, on or about the Leased Premises and/or Building and
all equipment and property thereon shall be maintained in good condition, and in substantially the
same condition as the same existed upon the Commencement Date, reasonable wear and tear
excepted. Landlord's responsibilities hereunder include, but are not limited to, the replacement,
repair and maintenance of all exterior and interior improvements, fixtures, appliances, equipment,
and systems, including, but not limited to, air conditioning, heating, plumbing, electrical systems
and all of the foregoing shall be maintained in good operating condition at all times, free of dirt,
and other obstructions. All replacements, repairs and maintenance shall be performed by
contractors or workmen designated or approved by Landlord. Landlord shall be responsible for
the sanitation, storage and daily removal of all garbage generated by Tenant. Landlord shall
perform the aforesaid maintenance, repairs, replacements and services. If Landlord fails to make
repairs promptly and adequately or otherwise fails to comply with this Section, Tenant may, but
need not, make repairs or correct such failure, and Landlord shall pay Tenant the cost thereof on
demand. Tenant hereby agrees that Tenant shall not commit nor allow any waste or damage to be
committed on any portion of the Leased Premises.
10. ALTERATIONS, ADDITIONS OR IMPROVEMENTS
a. NON-STRUCTURAL ALTERATIONS, ADDITIONS OR
IMPROVEMENTS, Tenant shall have the right, at its sole expense, from time to time, to
redecorate the Leased Premises and to make such non-structural alterations, additions, or
improvements in such parts thereof as the Tenant shall deem expedient or necessary for its
purposes; provided, however, that such alterations, additions or improvements neither impair the
structural soundness . nor diminish the value of the Leased Premises. Additionally,
notwithstanding the above, Tenant agrees that non-structural alterations, additions or
improvements shall not occur throughout hallways and corridors throughout the Leased Premises.
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b. STRUCTURAL ALTERATIONS, ADDITIONS OR
IMPROVEMENTS. Tenant may undertake structural alterations, additions or improvements to
the Leased Premises provided that the Tenant has first obtained Landlord's written consent,
which shall not be unreasonably withheld, and Tenant provides details of all proposed structural
alterations, additions or improvements, including drawings and specifications prepared by
qualified architects or engineers conforming to good engineering practice. All such alterations
shall be performed: (i) at the sole cost of Tenant; (ii) by licensed contractors and subcontractors
and workmen approved in writing by Landlord; (iii) in a good and workmanlike manner; (iv) in
accordance with the drawings and specifications approved in writing by Landlord; (v) in
accordance with all applicable laws and regulations; and (vi) subject to the reasonable
regulations, supervision, control and inspection of Landlord. If any alterations would affect the
structure of the Building or any of the electrical, plumbing, mechanical, heating, ventilation or air
conditioning systems or other base building systems, such work shall, at the option of Landlord,
be performed by Landlord at Tenant's cost. The cost of the work performed shall be paid by
Tenant to Landlord upon demand. Upon completion of alterations, additions or improvements to
the Leased Premises, Tenant shall, at its cost, obtain all permits or licenses necessary for the
occupancy of the improvements and the operation of the same as set out herein and shall keep the
same in force.
Landlord agrees to execute and deliver upon Tenant's request such instrument or instruments
embodying Landlord's approval which may be required by a public or quasi -public authority for
the purposes of obtaining any licenses or permits for the approved alterations, additions or
improvements in, to, or upon the Leased Premises.
c. PERMITS AND EXPENSES. Each party agrees that it will procure all
necessary permits for malting any repairs, alterations, or other improvements for installations,
when applicable. Each party hereto shall give written notice to the other party of any repairs
required of the other pursuant to this Lease, and the party responsible for said repairs agrees to
promptly commence such repairs and to diligently complete said repairs. Each party agrees to
promptly pay the costs of any work performed so that the Leased Premises and/or Building at all
times shall be free of liens for labor and materials. Each party further agrees to hold harmless and
indemnify the other party from and against any and all injury, loss, claims, or damage to any
person or property occasioned by or arising out of the performance of such work by the other
party or its employees, agents or contractors. Each party further agrees that in doing such work
that it will employ materials of good quality and comply with all governmental requirements, and
perform such work in a good and workmanlike manner.
11. PROPERTY DAMAGE
a. DESTRUCTION BY FIRE OR CASUALTY. If the Leased Premises or
the Building shall be destroyed by fire or other cause, or be so damaged that restoration cannot be
reasonably completed within one hundred and twenty (120) days or less, then either Landlord or
Tenant may, by written notice, given to the other not later than forty-five (45) days after the date
of such destruction, terminate this Lease, in which event rent paid for the period beyond the date
of destruction shall be refunded to the Tenant, and at which time both parties shall be relieved of
all further liability hereunder accruing after the effective cancellation date. If the damage can be
reasonably restored within one -hundred and twenty (120) days or less, a proportionate reduction
shall be made in the rent herein reserved corresponding to the time during which, and applicable
to the portion of the Leased Premises of which Tenant was deprived of possession during the
period of restoration. In that case, Landlord shall proceed with diligence to complete restoration
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and repairs of the Leased Premises and/or Building, except for improvements installed by the
Tenant, and complete reconstruction within one hundred and twenty (120) days of the casualty.
The decision of a licensed Florida architect or engineer retained or engaged by Tenant and
certified in writing to Landlord and Tenant shall conclusively be deemed binding on the parties as
to: (i) whether the Leased Premises or Building can be restored within the period provided
hereinabove, (ii) the percentage of the Leased Premises rendered untenantable and the resulting
percentage by which rent and other charges hereunder should abate during the period of
restoration, and (iii) the date upon which the Leased Premises are restored.
b. OTHER LOSS OR DAMAGE. Notwithstanding any provisions to the
contrary, Landlord shall not be responsible for any loss of or damage to property of Tenant or of
others located on the Leased Premises, except where such loss or damage is caused by the willful
act or omission or negligence of Landlord, or Landlord's agents, employees or contractors, for
loss to or damage of Tenant's property as a result of Landlord's failure to make repairs for which
Landlord is responsible for under this Lease, where Tenant has notified Landlord in writing of the
need for said repairs. If after the giving of such notice by the Tenant, and the occurrence of such
failure by the Landlord, loss of or damage to Tenant's property results from the condition as to
which Landlord has been notified, Landlord shall indemnify and hold harmless Tenant from any
loss, cost or expense arising therefrom.
c. FORCE MAJEURE. In the event that Landlord or Tenant shall be
delayed or hindered in or prevented from the performance of any act by reason of strikes,
lockouts, unavailability of materials, failure of power, restrictive governmental laws or
regulations, riots, insurrections, the act, failure to act, or default of the other party, war or other
reason beyond its control, then performance of such act shall be excused for the period of the
delay and the period for the performance of such act shall be extended for a period equivalent to
the period of such delay. Notwithstanding the foregoing, lack of funds shall not be deemed to be a
cause beyond control of either party.
12. SURRENDER OF PREMISES
At the expiration or termination of this Lease, Tenant shall surrender the Premises to Landlord
and the Leased Premises shall be in the same condition as it was on the date it was received by
Tenant, excepting reasonable wear and tear, and any additions, alterations and improvements by
the Landlord. Tenant shall also deliver all keys and combinations to locks, safes and vaults
(which are not readily removable without damaging the Leased Premises) to Landlord. Tenant
shall, at its own expense, repair any damage caused by the removal of any of Tenant's property at
the termination of this Lease. Tenant's obligation to perform hereunder shall survive the end of
the term of this Lease and, in the event Tenant fails to remove its property upon the expiration of
this Lease, then said property shall be deemed abandoned and shall become the property of
Landlord. Landlord shall nevertheless be entitled to perform the obligations of Tenant under this
Section at Tenant's expense, and Tenant shall be liable to Landlord for all reasonable costs
incurred by Landlord in the performance of such obligations.
13. CONDEMNATION
a. TOTAL TAKING. If, after the execution of this Lease and prior to the
expiration of the term hereof, the whole of the Leased Premises shall be taken under power of
eminent domain by any public authority, or conveyed by Landlord to said authority in lieu of
such taking, then this Lease and the term hereof shall cease and terminate as of the date when
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possession of the Leased Premises shall be taken by the taking authority and any unearned rent or
other charges, if any, paid in advance, shall be refunded to Tenant,
b. PARTIAL TAKING. If, after the execution of this Lease and prior to the
expiration of the term hereof, any public authority shall, under the power of eminent domain,
take, or Landlord shall convey to said authority in lieu of such taking, property which results in a
reduction by fifteen (15%) percent or more of the area in the Leased Premises, or of a portion of
the Leased Premises that substantially interrupts or substantially obstructs the conducting of
business on the Leased Premises; then Tenant may, at its election, terminate this Lease by giving
Landlord notice of the exercise of Tenant's election within thirty (30) days after Tenant's receipt
of notice of such taking. In the event of termination by Tenant, this Lease and the term hereof
shall cease and terminate as of the date when possession shall be taken by the appropriate
authority of that portion of the Leased Premises, and any unearned rent or other charges, if any,
paid in advance by Tenant shall be refunded to Tenant.
c. RESTORATION. In the event of a taking in respect of which Tenant
shall not have the right to elect to terminate this Lease or, having such right, shall not elect to
terminate this Lease, this Lease and the term thereof shall continue in full force and effect and
Landlord , at Landlord's sole cost and expense, forthwith shall restore the remaining portions of
the Leased Premises, including any and all improvements made theretofore to an architectural
whole in substantially the same condition that the same were in prior to such taking. A just
proportion of the rent reserved herein and any other charges payable by Tenant hereunder,
according to the nature and extent of the injury to the Leased Premises and to Tenant's business,
shall be suspended or abated until the completion of such restoration and thereafter the rent and
any other charges shall be reduced in proportion to the square footage of the Leased Premises
remaining after such taking.
d. AWARD. The Landlord shall not be entitled to and Tenant shall have
the sole right to make its independent claim for and retain any portion of any award made by the
appropriating authority directly to Tenant for loss of business, or damage to or depreciation of,
and cost of removal of fixtures, personalty and improvements installed in the Leased Premises by,
or at the expense of Tenant, and to any other award made by the appropriating authority directly
to Tenant.
e. RELEASE. In the event of any termination of this Lease as the result of
the provisions of this Section, the parties, effective as of such termination, shall be released, each
to the other, from all liability and obligations thereafter arising under this Lease.
14. LANDLORD'S ACCESS TO THE LEASED PREMISES
Tenant agrees to permit Landlord and its agents to enter the Leased Premises at all reasonable
times for the purpose of examining or inspecting the same, or for the purpose of protecting
Landlord's reversions, or to make alterations, repairs, or additions to the Leased Premises or to
any other portion of the Building, or for maintaining any service provided by Landlord, or for any
other purpose which Landlord deems necessary for the safety, comfort or preservation of the
Leased Premises or Building and during such operations, provided, however, that Landlord does
not interfere with Tenant's business operations and use of the Leased Premises. Tenant will
permit Landlord at any time within the earlier of (i) one hundred twenty (120) days prior to the
expiration of this Lease; or (ii) upon the failure of Tenant to cure a default within thirty (30) days
of notice by Landlord to bring prospective tenants upon the Leased Premises for purposes of
inspection.
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15. INDEMNIFICATION
Landlord shall indemnify and hold harmless Tenant from and against any and all liability
damages, penalties, judgments or expenses arising from injury to persons or property sustained by
any person in or about the Building, common areas, parking or any other areas outside of the
Leased Premises. Such expenses shall include, but not be Imited to, all costs, and reasonable
attorneys' fees incurred or paid by Tenant in connection with such litigation and any appeal
thereof. To the extent permitted by Florida law, Tenant shall indemnify and hold harmless
Landlord from all losses, damages, liabilities and expenses whatsoever, which may arise or be
claimed against Landlord arising from: (i) the use of the Leased Premises by Tenant; or (ii) any
grossly negligent acts or omissions by the Tenant, Tenant's agents and employees. Such expenses
shall include, but not be limited to, all costs, expenses and reasonable attorneys' fees incurred or
paid by Landlord in connection with such litigation and any appeal thereof. The provisions of
this Section shall survive any termination or cancellation of the Lease.
16. INSURANCE
a. LANDLORD'S OBLIGATION. Landlord shall maintain fire and
extended coverage insurance on the Building, including all common areas, in an amount not less
than one hundred percent (100%) of the full replacement value. Landlord shall also maintain
commercial general liability coverage to afford minimum protection of not less than combined
$2,000,000 combined single limit coverage of bodily injury, property damage or combination
thereof. All insurance required under this subsection shall be written by a company or companies
qualified to do business in Florida and reasonably acceptable to Tenant. A certificate of duplicate
policies showing such insurance in force shall be delivered to Tenant prior to the Commencement
Date, and such insurance and updated certificates or renewed policies shall be maintained with
Tenant throughout the term of this Lease.
b. TENANT'S OBLIGATION. Tenant shall maintain at its expense
throughout the terms of this Lease the following insurance coverage: (i) liability insurance for
bodily injury and property damage against damage, costs and attorneys' fees arising out of
accidents of any kind occurring on or about the Leased Premises with combined single limit
liability coverage of not less than One Million Dollars ($1,000,000.00) and property damage
coverage of not less than One Hundred Thousand Dollars ($100,000.00); (ii) fire and extended
casualty insurance with sufficient coverage to reimburse the loss of all of Tenant's improvements
to the Leased Premises, and all of Tenant's fixtures, equipment, personal property and inventory;
and (iii) appropriate workmen's compensation and any and all other insurance required by law,
c. WAIVER OF SUBROGATION. Except as otherwise provided for in
this Section, Landlord and Tenant each hereby waives of itself and its insurers, its agents, officers
or employees, for any loss or damage that may occur to the Leased Premises, or any
improvements thereto of the Building, or any personal property of such party therein, by reason
of fire, the elements or any other causes which are, or should be insured against under the terms
of insurance coverage referred to in this Section below, regardless of the cause or origin of the
damage involved.
d. CANCELLATION OF COVERAGE. No policy provided under this
Section shall be cancelled or subject to reduction in coverage or other change without at least
thirty (30) days advance written notice to the parties. All policies shall be written as primary
policies not contributing with and not in excess of coverage the parties may carry. If either party
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fails to take out or keep in force any insurance referred to in this Section, or should any such
insurance not be approved by the other party, such failure shall constitute a default under this
Lease. Upon receipt of written notice of such default, a party shall have ten (10) days to cure said
default and procure, renew or otherwise comply with its obligations under this Section. The
insurance described in this Section shall be provided effective as of the Commencement Date.
17. NOTICES
All notices or other communications which shall or may be given pursuant to this Agreement
shall be in writing and shall be delivered by personal service, or by registered mail, addressed to
the party at the address indicated herein or as the same may be changed from time to time. Such
notice shall be deemed given on the day on which personally served, or, if by mail, on the fifth
day after being posted, or the date of actual receipt or refusal of delivery, whichever is earlier.
To Tenant: Southeast Overtown/Park West Community Redevelopment Agency
1490 N.W. rl Avenue, Suite 105
Miami, FL 33136
Attn: Clarence E. Woods, III, Executive Director
To Landlord: The Black Archives, History and Research Foundation of South Florida, Inc.
5400 NW 22'd Avenue
Building C, Suite 101
Miami, FL 33142
Attn: Timothy Barber, Executive Director
18. DEFAULT
a. LANDLORD'S REMEDIES. In the event that:
i. Tenant shall on three (3) or more occasions be in default in the
payment of rent or other charges herein required to be paid by Tenant (default herein being
defined as payment received by Landlord ten or more days subsequent to the due date), regardless
of whether or not such default has occurred on consecutive or non-consecutive months; or
ii. Tenant has caused a lien to be filed against the Landlord's
property and said lien is not removed within sixty (60) days of recordation thereof; or
Tenant shall default in the observance or performance of any of the covenants and agreements
required to be performed and observed by Tenant hereunder for a period of thirty (30) days after
notice to Tenant in writing of such default (or if such default shall reasonably take more than
thirty (30) days to cure, Tenant shall not have commenced the same within the thirty (30) days
and diligently prosecuted the same to completion); then Landlord shall be entitled to terminate
this Lease by giving Tenant notice of termination, in which event this Lease shall expire and
terminate on the date specified in such notice of termination, with the same force and effect as
though the date so specified were the date herein originally fixed as the termination date of the
term of this Lease, and all rights of Tenant under this Lease and in and to the Leased Premises
shall expire and terminate, and Tenant shall remain liable for all obligations under this Lease
arising up to, but not beyond, the date of such termination, and Tenant shall surrender the Leased
Premises to Landlord on the date specified in such notice. Landlord's remedies described above
shall preclude pursuit of any other remedy or remedies provided in this Lease or any other
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remedy or remedies provided by law or in equity, separately or concurrently or in any
combination.
b. LANDLORD'S SELF-HELP. If Tenant shall default in the performance
or observance of any agreement or condition contained in this Lease which is Tenant's
responsibility to perform or observe and Tenant has failed to cure such default within thirty (30)
days after notice from Landlord specifying the default (or if such default shall reasonably take
more than thirty (30) days to cure, shall diligently prosecuted the same to completion), Landlord
may, at its option, without waiving any claim for damages for breach of this agreement, at any
time thereafter cure such default for the account of Tenant, and any amount paid or contractual
liability incurred by Landlord in so doing shall be deemed paid or incurred for the account of
Tenant and Tenant agrees to reimburse Landlord therefor and save Landlord harmless therefrom.
Provided, however, that Landlord may cure any such default as aforesaid prior to the expiration
of said waiting period, without notice to Tenant if any emergency situation exists, or after notice
to Tenant, if the curing of such default prior to the expiration of said waiting period is reasonably
necessary to protect the Leased Premises or Landlord's interest therein, or to prevent injury or
damage to persons or property. If Tenant shall fail to reimburse Landlord upon demand for any
amount paid for the account of Tenant hereunder, said amount shall be added to and become due
as a part of the next payment of rent due and shall for all purposes be deemed and treated as rent
hereunder.
c. TENANT'S REMEDIES, In the event that Landlord shall default in the
observance or performance of any of the covenants and agreements required to be performed and
observed by Landlord hereunder for a period of thirty (30) days after notice to Landlord in
writing of such default (or if such default shall reasonably take more than thirty (30) days to cure,
Landlord shall not have commenced the same within the thirty (30) days and diligently
prosecuted the same to completion), then Tenant shall be entitled to terminate this Lease by
giving Landlord notice of termination, in which event this Lease shall expire and terminate on
the date specified in such notice of termination, with the same force and effect as though the date
so specified were the date herein originally fixed as the termination date of the term of this Lease,
and all rights of Landlord under this Lease shall expire and terminate, and Landlord shall remain
liable for all obligations under this Lease arising up to the date of such termination. Tenant's
pursuit of any remedy or remedies, including without limitation, any one or more of the remedies
stated herein shall not constitute an election of remedies or preclude pursuit of any other remedy
or remedies provided in this Lease or any other remedy or remedies provided by law or in equity,
separately or concurrently or in any combination,
d. TENANT'S SELF HELP. If Landlord shall default in the performance
or observance of any agreement or condition in this Lease contained on its part to be performed
or observed, and if Landlord shall not cure such default within thirty (30) days after notice from
Tenant specifying the default (or, if such default shall reasonably take more than thirty (30) days
to cure, and Landlord shall not have commenced the same within the thirty (30) days and
diligently prosecuted the same to completion), Tenant may, at its option, without waiving any
claim for damages for breach of agreement, at any time thereafter cure such default for the
account of Landlord and any amount paid or any contractual liability incurred by Tenant in so
doing shall be deemed paid or incurred for the account of Landlord and Landlord shall reimburse
Tenant therefor and save Tenant harmless therefrom. Provided, however, that Tenant may cure
any such default as aforesaid prior to the expiration of said waiting period, without notice to
Landlord if an emergency situation exists, or after notice to Landlord, if the curing of such default
prior to the expiration of said waiting period is reasonably necessary to protect the Leased
Premises or Tenant's interest therein or to prevent injury or damage to persons or property. If
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Landlord shall fail to reimburse Tenant upon demand for any amount paid or liability incurred for
the account of Landlord hereunder, said amount or liability may be deducted by Tenant from the
next or any succeeding payments of rent due hereunder.
19. TERMINATION
Tenant reserves the right to terminate this Lease, at any time for any reason upon giving thirty
(30) days written notice of termination to Landlord. If this Lease should be terminated as
provided herein, Tenant shall be relieved of all obligations under this Lease.
20. SUBORDINATION
Tenant shall, upon the request of Landlord in writing, subordinate this Lease to the lien of any
present or future institutional mortgage upon the Leased Premises regardless of the time of
execution or the time of recording of any such mortgage. Provided, however, that as a condition
to such subordination, the holder of any such mortgage shall enter first into a written agreement
with Tenant in form suitable for recording to the effect that:
a. in the event of foreclosure or other action taken under the mortgage by
the holder thereof, this Lease and the rights of Tenant hereunder shall not be disturbed but shall
continue in full force and effect so long as Tenant shall not be in default hereunder; and
b. such holder shall permit insurance proceeds and condemnation proceeds
to be used for any restoration and repair required under this Lease. Tenant agrees that if the
mortgagee or any person claiming under the mortgagee shall succeed to the interest of Landlord
in this Lease, Tenant will recognize said mortgagee or person as its Landlord under the terms of
this Lease, provided that said mortgagee or person for the period during which said mortgagee or
person respectively shall be in possession of the Leased Premises and thereafter their respective
successors in interest shall assume all of the obligations of Landlord hereunder. The word
"mortgage", as used herein includes mortgages, deeds of trust or other similar instruments, and
modifications, and extensions thereof. The term "institutional mortgage" as used in this Section
means a mortgage securing a loan from a bank (commercial or savings) or trust company,
insurance company or pension trust or any other lender institutional in nature and constituting a
lien upon the Leased Premises.
21. OUIET ENJOYMENT
Landlord covenants and agrees that upon Tenant paying the rent and observing and performing all
of the terms, covenants and conditions on Tenant's part to be observed and performed hereunder,
that Tenant may peaceably and quietly have, hold, occupy and enjoy the Leased Premises in
accordance with the terms of this Lease without hindrance or interference from Landlord or any
persons lawfully claiming through Landlord.
22. ZONING AND GOOD TITLE
Landlord warrants and represents, upon which warranty and representation Tenant has relied in
the execution of this Lease, that Landlord is the owner of the Leased Premises, in fee simple
absolute, free and clear of all encumbrances, except for the easements, covenants and restrictions
of record as of the date of this Lease. Such exceptions shall not impede or interfere with the quiet
use and enjoyment of the Leased Premises by Tenant. Landlord further warrants and covenants
that this Lease is and shall be a first lien on the Leased Premises, subject only to any Mortgage to
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which this Lease is subordinate or may become subordinate pursuant to an agreement executed by
Tenant, and to such encumbrances as shall be caused by the acts or omissions of Tenant; that
Landlord has full right and lawful authority to execute this Lease for the term, in the manner, and
upon the conditions and provisions herein contained; that there is no legal impediment to the use
of the Leased Premises as set out herein; that the Leased Premises are not subject to any
easements, restrictions, zoning ordinances or similar governmental regulations which prevent
their use as set out herein; that the Leased Premises presently are zoned for the use contemplated
herein and throughout the term of this lease may continue to be so used therefor by virtue of said
zoning, under the doctrine of "non -conforming use", or valid and binding decision of appropriate
authority, except, however, that said representation and warranty by Landlord shall not be
applicable in the event that Tenant's act or omission shall invalidate the application of said
zoning, the doctrine of "non -conforming use" or the valid and binding decision of the appropriate
authority. Landlord shall furnish without expense to Tenant, within thirty (30) days after written
request therefor by Tenant, a title report covering the Leased Premises showing the condition of
title as of the date of such certificate, provided, however, that Landlord's obligation hereunder
shall be limited to the furnishing of only one such title report.
23. HOLDING OVER
In the event that Tenant or anyone claiming under Tenant shall continue occupancy of the Leased
Premises after the expiration of the term of this Lease or any renewal or extension thereof without
any agreement in writing between Landlord and Tenant with respect thereto, such occupancy
shall not be deemed to extend or renew the term of the Lease, but such occupancy shall continue
as a tenancy at will, from month to month, upon the covenants, provisions and conditions herein
contained. The rental shall be the rental in effect during the term of this Lease as extended or
renewed, prorated and payable for the period of such occupancy.
24. FIXTURES
All personal property, furnishings and equipment presently and all other trade fixtures installed in
or hereafter by or at the expense of Tenant and all additions and/or improvements, exclusive of
structural, mechanical, electrical, and plumbing, affixed to the Leased Premises and used in the
operation of the Tenant's business made to, in or on the Leased Premises by and at the expense of
Tenant and susceptible of being removed from the Leased Premises without damage, unless such
damage be repaired by Tenant, shall remain the property of Tenant and Tenant may, but shall not
be obligated to, remove the same or any part thereof at any time or times during the term hereof,
provided that Tenant, at its sole cost and expense, shall make any repairs occasioned by such
removal.
25. MISCELLANEOUS PROVISIONS
a. WAIVER. Failure of either party to complain of any act or omission on
the part of the other party, no matter how long the same may continue, shall not be deemed to be
a waiver by said party of any of its rights hereunder. No waiver by either party at any time,
express or implied, of any breach of any provision of this Lease shall be deemed a waiver of a
breach of any other provision of this Lease or a consent to any subsequent breach of the same or
any other provision. If any action by either party shall require the consent or approval of the
other party, the other party's consent to or approval of such action on any one occasion shall not
be deemed a consent to or approval of said action on any subsequent occasion or a consent to or
approval of any other action on the same or any subsequent occasion. Any and all rights and
remedies which either party may have under this Lease or by operation of law, either at law or in
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equity, upon any breach, shall be distinct, separate and cumulative and shall not be deemed
inconsistent with each other, and no one of them, whether exercised by said party or not, shall be
deemed to be an exclusion of any other; and any two or more or all of such rights and remedies
may be exercised at the same time.
b. TIME IS OF THE ESSENCE. It is understood and agreed between the
parties hereto that time is of the essence of this Lease, and as to all of the terms, conditions and
provisions contained herein. Any time period herein described asten (10) days or more shall mean
calendar days; less than ten (10) days shall mean business days.
c. AMENDMENT. This Lease may not be altered, changed, or amended,
except by an instrument in writing, signed by the party against whom enforcement is sought. This
Lease and any exhibits attached hereto shall constitute the entire agreement reached in all
previous negotiations between the parties hereto and there are no other representations,
agreements or understandings of any kind, either written or oral, except as specifically set forth
herein.
d. ESTOPPEL CERTIFICATES. At any time and from time to time,
Landlord and Tenant each agree, upon request in writing from the other, to execute, acknowledge
and deliver to the other or to any person designated by the other a statement in writing certifying
that the Lease is unmodified and is in full force and effect, or if there have been modifications,
that the same is in full force and effect as modified (stating the modifications), that the other party
is not in default in the performance of its covenants hereunder, or if there have been such
defaults, specifying the same, and the dates to which the rent and other charges have been paid.
e. RECORDATION OF LEASE. Tenant, or anyone claiming under
Tenant, shall not record this Lease or any memorandum thereof without the prior written consent
of Landlord. Instead, Landlord may record a short form of memorandum (the "Memorandum")
of this Lease. Within five (5) days of written request by Landlord, Tenant shall execute
Landlord's Memorandum and promptly return same to Landlord.
f. AUTHORITY. Landlord and Tenant duly certify that each possess the
legal authority to enter into this Lease. A resolution, motion or similar action has been duly
adopted as an official act of Tenant's governing body, authorizing the execution of this Lease,
and identifying the official representative of Tenant to act in connection herewith and to provide
such additional information as may be required by Landlord. In addition, Tenant warrants that it
is not necessary for any other person, firm, corporation, or entity to join in the execution of this
Lease to make Tenant's execution complete, appropriate and binding.
g. SEVERABILITY. If any term or provision of this Lease or the
application hereof to any person or circumstance shall, to any extent, be held invalid or
unenforceable, the remainder of this Lease, or the application of such term or provision to persons
or circumstances other than those as to which it is held invalid or unenforceable, shall not be
affected thereby, and each term and provision of this Lease shall be valid and be enforced to the
fullest extent permitted by law.
h. CAPTIONS. The captions of the Sections or subsections of this Lease
are for convenience only and are not a part of this Lease and do not in any way limit or amplify
the terms and provisions of this Lease. The word "Landlord" and the pronouns referring thereto,
shall mean, where the context so admits or requires, the persons, firm or corporation named
herein as Landlord or the mortgagee in possession at any time, of the land and building
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comprising the Leased Premises, If there is more than one Landlord, the covenants of Landlord
shall be the joint and several obligations of each of them, and if Landlord is a partnership, the
covenants of Landlord shall be the joint and several obligations of each of the partners and the
obligations of the firm. Any pronoun shall be read in the singular or plural and in such gender as
the context may require. Except as in this Lease otherwise provided, the terms and provisions of
this Lease shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
Nothing contained herein shall be deemed or construed by the parties hereto nor by any third
party as creating the relationship of principal and agent or of partnership or of a joint venture
between the parties hereto, it being understood and agreed that neither any provision contained
herein, nor any acts of the parties hereto, shall be deemed to create any relationship between the
parties hereto other than the relationship of Landlord and Tenant,
i. BROKERAGE. No party has acted as, by or through a broker in the
effectuation of this Agreement, except as set out hereinafter.
j. ENTIRE AGREEMENT. This instrument contains the entire and only
agreement between the parties, and no oral statements or representations or prior written matter
not contained in this instrument shall have any force and effect.
Iz. GOVERNING LAW, All matters pertaining to this agreement
(including its interpretation, application, validity, performance and breach) in whatever
jurisdiction action may be brought, shall be governed by, construed and enforced in accordance
with the laws of the State of Florida. The parties herein waive trial by jury and agree to submit to
the personal jurisdiction and venue of a court of subject matter jurisdiction located in Miami -
Dade County, State of Florida, In the event that litigation results from or arises out of this
Agreement or the performance thereof, the parties agree to reimburse the prevailing party's
reasonable attorney's fees, court costs, and all other expenses, whether or not taxable by the court
as costs, in addition to any other relief to which the prevailing party may be entitled.
[Remainder of this page left intentionally blank]
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THIS DOCUMENT IS A SUBSTITUTION
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their respective officials thereunto duly authorized as of the day and year above
written.
LANDLORD:
THE BLACK ARCHIVES, HISTORY AND
RESEARCH FOUNDATION OF SOUTH
FLORIDA, INC., a Florida non-profit corporation
By:
Timothy Barber
Executive Director
STATE OF FLORIDA
) SS
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this of ,2014, by
Timothy Barber, Executive Director of THE BLACK ARCHIVES, HISTORY AND
RESEARCH FOUNDATION OF SOUTH FLORIDA, INC., who is personally known to me [ ]
or who has produced identification [ ]; type of identification
produced
Print or Stamp Name:
Notary Public, State of
Commission No.:
My Commission Expires:
14
TENANT:
SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT AGENCY,
a public agency and body corporate created
pursuant to Section 163.356, Florida Statutes
By:
Clarence E. Woods, III
Executive Director
STATE OF FLORIDA
) SS
COUNTY OF MIAMI-DADE
THIS DOCUMENT IS A SUBSTITUTION
TO ORIGINAL. BACKUP ORIGINAL
CAN BE SEEN AT THE END OF THIS
DOCUMENT.
The foregoing instrument was acknowledged before me this of ,2014, by
Clarence E. Woods, III, Executive Director of the Southeast Overtown/Park West Community
Redevelopment Agency, who is personally known to me [ ] or who has produced identification [
]; type of identification produced
Print or Stamp Name:
Notary Public, State of
Commission No.:
My Commission Expires:
ATTEST:
By:
Todd B. Hannon
Clerk of the Board
APPROVED AS TO FORM AND APPROVED AS TO INSURANCE
LEGAL SUFFICIENCY: REQUIREMENTS:
By: By:
Jessica N. Pacheco, Esq. Calvin Ellis
CRA Special Counsel Risk Management
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COMMERCIAL LEASE AGREEMENT
This COMMERCIAL LEASE AGREEMENT is made on this day of
2014 between THE BLACK ARCHIVES, HISTORY AND RESEARCH FOUNDATION 0
SOUTH FLORIDA, INC., a Florida non-profit corporation ("Landlord"), and the SOUTHE • T
OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public :.ency
and body corporate created pursuant to Section 163.356, Florida Statutes ("Tenant").
1. GRANT OF LEASE
Landlord, in consideration of the rents to be paid and the covenants and eements to be
performed and observed by the Tenant, does hereby lease to the Tenant a . the Tenant does
hereby lease and take from the Landlord that certain 3,274 square feet of fl►. or space on the third.
floor of the Building, as depicted in Exhibit "A" attached hereto and b reference made a part
hereof (the "Leased Premises") for description purposes, together with, : s part of the property, all
improvements located thereon. The Tenant shall have access to that ertain 1,737 square feet of
shared space on the third floor of the Building, as depicted in Exhib.
2. USE OF LEASED PREMISES. HOURS 0 OPERATION
a. USE OF LEASED PREMISES The parties acknowledge that the
Tenant is a public agency and body corporate creat:. pursuant to Section 163.356, Florida
Statutes, and serves a public governmental entity at engages in community redevelopment
activities pursuant to Chapter 163, Part I1I., Fl• rids Statutes, and the Tenant's approved
redevelopment plan. The Leased Premises shbe used and occupied as the administrative
offices of the Tenant, and for other uses re : ted to the operation of the Tenant's business,
including use of the Leased Premises to .. d public meetings. Tenant shall be required to
provide Landlord with advance notice, co t& isting of not less than five (5) calendar days, of any
public meetings that will be held at the eased Premises. Tenant shall also notify and schedule
with Landlord, through the Black Ar• ives Administration, any requests to utilize the common
areas of the building, including all c.nference rooms. Upon receipt of advance notice as provided
above, Landlord agrees to iden y accommodations sufficient to support the nature of the
meeting and anticipated numbe of attendees. Nothing herein shall give Tenant the right to use
the Leased Premises for any . • er purpose or to sublease, assign, or license the use of the Leased
Premises.
b. HOURS OF OPERATION. Landlord acknowledges that Tenant is a
government entity t . . t operates Monday through Friday, from 7:00 am to 6:00 pm; however, in
the event Tenant -quires access to the Leased Premises beyond the aforementioned days and
hours of operations, upon providing advanced notice to Landlord, Tenant shall have full and
complete ace - : s to the Leased Premises as required in furtherance of its business operations.
TERM
The rm of this Lease shall begin on the commencement date, as defined in Section 3(b) below,
an shall terminate three (3) years from the commencement date, or sooner, if terminated as
ovided herein. The "Commencement Date" shall be February 1, 2014, unless the Tenant is
unable to commence its operations by having its offices open to the public for official business on
the Leased Premises by then, at which point, the "Commencement Date" shall be the first day
Tenant is able to open its offices to the public for official business on the Leased Premises. In the
event either party wishes to extend the term of this Lease, said party agrees to provide formal
SUBSTITUTED
written notice no later than four (4) months into the third year of the original term, Both
Landlord and Tenant each agree to meet and negotiate the terms and conditions governing the
extended term.
4. RENT
a. ANNUAL RENT; MONTHLY INSTALLMENTS, The Tenan agrees
to pay the Landlord and the Landlord agrees to accept, during the term hereof, at : ndlord's
address set forth below in Section 15.01, or at such other place and to such othperson as
Landlord may from time to time designate in writing, annual rent in the amou ' of $72,000,
which shall include all utilities (water, electricity, sewer, etc), janitorial servic , and security.
The annual rent shall be payable in advance in equal monthly installments of .ne-twelfth (1/12)
of the total year rent, which shall be Six Thousand Dollars and No Cents ($.,#00.00), on the first
day of each calendar month during the term hereof, and prorate for the . . etional portion of any
month. Reference to annual rent hereunder shall not be implied or cons ed to the effect that this
Lease or the obligation to pay rent hereunder is from year to year, or .r any term shorter than the
existing Lease term, plus any extensions as may be agreed upon. ' -nt shall be considered late if
received by Landlord ten (10) or more days subsequent to the due ate.
b. WAIVER OF RENT DURING F ' ST YEAR. Notwithstanding the
above, Landlord hereby affirmatively waives rent duri : the first year of the term, and the
payment of rent, as provided in Section 4(a) above, sha commence upon the second year of the
term,
e. APPORTIONMENT OF ' NT; 30 DAY MONTH. If the term of this
Lease shall terminate on any day other than the first or last day respectively of a calendar month,
all rent and other charges accruing under this " ease for such portion of the partial calendar month
shall be apportioned and paid on the basis . ' a thirty -day month,
d. UTILITIES. ' lectricity, water, and sewer for the Leased Premises are
included in rent, as described in Se, ion 4(a) above, and are the responsibility of the Landlord.
The cost and performance of tras ' removal and janitorial services for the Leased Premises shall
be Landlord's sole responsibili . Tenant shall not be liable to Landlord for any interruption in the
service of any utility.
e. AL ESTATE TAXES. Landlord shall be responsible for any and all
real estate taxes and as - ssments against the Leased Premises and/or Building.
5. S . URITY DEPOSIT
Landlordher- y waives any obligation of Tenant to provide a security deposit. Tenant hereby
agrees to re - rn the Leased Premises to Landlord in the original condition leased, ordinary wear
and tear e cepted.
• SIGNAGE
nant shall have the right, subject to the consent of Landlord, which shall not be unreasonably
withheld, to at its sole risk and expense and in conformity with applicable laws and ordinances, to
erect and thereafter, to repair or replace, if it shall so elect signage located on the same floor as
the Tenant's Leased Premises , provided that Tenant shall remove any such signs upon
termination or expiration of this Lease, and repair all damage occasioned thereby to the Leased
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Premises. Given the historic nature of the Building, no signage on the exterior of the building
shall be permitted.
7. IMPROVEMENTS AND DELIVERY OF POSSESSION
Tenant acknowledges that the Leased Premises are under construction by the Landlord,
agrees to provide Tenant with a copy of the Certificate of Occupancy issued by the City
or similar governmental authority upon completion of construction of the Lease
Landlord shall permit Tenant to inspect the Leased Premises prior to accept].
Delivery of possession of the Leased Premises shall take place upon the Conunen
earlier as provided by the Landlord.
8. ASSIGNMENT AND SUBLETTING
L:: dlord
Miami
emises.
the same.
ment Date, or
Tenant shall not assign, sublet, mortgage, pledge, or hypothecate t i s Lease, or any interest
therein, nor shall Tenant permit the use of the Leased Premises by . y person or persons other
than Tenant, nor shall Tenant sublet the Premises, or any part the eof without the prior written
consent of Landlord.
9. CONDITION OF LEASED PREMI S — MAINTENANCE AND
REPAIRS
Subject to any provisions herein to the contrary, Lan. ord shall be responsible, at Landlord's sole
cost and expense, and at all times throughout term and any extensions thereof, for all
maintenance, repairs and replacements in, on or : •out the Leased Premises and/or Building and
all equipment and property thereon shall be ma' tained in good condition, and in substantially the
same condition as the same existed upon t ' e Commencement Date, reasonable wear and tear
excepted. Landlord's responsibilities here .1 der include, but are not limited to, the replacement,
repair and maintenance of all exterior a , interior improvements, fixtures, appliances, equipment,
and systems, including, but not limite• to, air conditioning, heating, plumbing, electrical systems
and all of the foregoing shall be m. 'a tained in good operating condition at all times, free of dirt,
and other obstructions. All rep . cements, repairs and maintenance shall be performed by
contractors or workmen desiy. ed or approved by Landlord. Landlord shall be responsible for
the sanitation, storage and • ily removal of all garbage generated by Tenant. Landlord shall
perform the aforesaid mai nance, repairs, replacements and services. If Landlord fails to make
repairs promptly and ade' uately or otherwise fails to comply with this Section, Tenant may, but
need not, make repairs .r correct such failure, and Landlord shall pay Tenant the cost thereof on
demand. Tenant her .y agrees that Tenant shall not commit nor allow any waste or damage to be
committed on any .ortion of the Leased Premises.
10. ALTERATIONS. ADDITIONS OR IMPROVEMENTS
a. NON-STRUCTURAL ALTERATIONS, ADDITIONS OR
IMPRO + 'MENTS, Tenant shall have the right, at its sole expense, from time to time, to
redec'.rate the Leased Premises and to make such non-structural alterations, additions, or
im ovements in such parts thereof as the Tenant shall deem expedient or necessary for its
rposes; provided, however, that such alterations, additions or improvements neither impair the
structural soundness . nor diminish the value of the Leased Premises. Additionally,
notwithstanding the above, Tenant agrees that non-structural alterations, additions or
improvements shall not occur throughout hallways and corridors throughout the Leased Premises.
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b. STRUCTURAL ALTERATIONS, ADDITIONS OR
IMPROVEMENTS. Tenant may undertake structural alterations, additions or improvements to
the Leased Premises provided that the Tenant has first obtained Landlord's written consent,
which shall not be unreasonably withheld, and Tenant provides details of all proposed structur
alterations, additions or improvements, including drawings and specifications prepared •y
qualified architects or engineers conforming to good engineering practice. All such alter. ions
shall be performed: (i) at the sole cost of Tenant; (ii) by licensed contractors and subco . actors
and workmen approved in writing by Landlord; (ui) in a good and workmanlike man r; (iv) in
accordance with the drawings and specifications approved in writing by Land • rd; (v) in
accordance with all applicable laws and regulations; and (vi) subject to t- reasonable
regulations, supervision, control and inspection of Landlord. If any alterations ould affect the
structure of the Building or any of the electrical, plumbing, mechanical, heatin ventilation or air
conditioning systems or other base building systems, such work shall, at th- option of Landlord,
be performed by Landlord at Tenant's cost. The cost of the work perfo - mi ed shall be paid by
Tenant to Landlord upon demand. Upon completion of alterations, add' ons or improvements to
the Leased Premises, Tenant shall, at its cost, obtain all permits or menses necessary for the
occupancy of the improvements and the operation of the same as se out herein and shall keep the
same in force.
Landlord agrees to execute and deliver upon Tenant's req • st such instrument or instruments
embodying Landlord's approval which may be required b a public or quasi -public authority for
the purposes of obtaining any licenses or permits fo the approved alterations, additions or
improvements in, to, or upon the Leased Premises.
c. PERMITS AND EXPEN
necessary permits for making any repairs, alt
when applicable. Each party hereto shall •
required of the other pursuant to this Leas
promptly commence such repairs and to
promptly pay the costs of any work pe
times shall be free of liens for labor
indemnify the other party from a
person or property occasioned
party or its employees, agents
that it will employ materials
perform such work in a g
S. Each party agrees that it will procure all
tions, or other improvements for installations,
e written notice to the other party of any repairs
, and the party responsible for said repairs agrees to
iligently complete said repairs. Each party agrees to
ormed so that the Leased Premises and/or Building at all
d materials. Each party further agrees to hold harmless and
against any and all injury, loss, claims, or damage to any
or arising out of the performance of such work by the other
r contractors. Each party further agrees that in doing such work
f good quality and comply with all governmental requirements, and
d and workmanlike manner.
11. PRO ' + RTY DAMAGE
DESTRUCTION BY FIRE OR CASUALTY. If the Leased Premises or
the Building s . be destroyed by fire or other cause, or be so damaged that restoration cannot be
reasonably c . i pleted within one hundred and twenty (120) days or less, then either Landlord or
Tenant in. ; , by written notice, given to the other not later than forty-five (45) days after the date
of such . -struction, terminate this Lease, in which event rent paid for the period beyond the date
of des uction shall be refunded to the Tenant, and at which time both parties shall be relieved of
all . rther liability hereunder accruing after the effective cancellation date. If the damage can be
r sonably restored within one -hundred and twenty (120) days or less, a proportionate reduction
all be made in the rent herein reserved corresponding to the time during which, and applicable
to the portion of the Leased Premises of which Tenant was deprived of possession during the
period of restoration. In that case, Landlord shall proceed with diligence to complete restoration
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and repairs of the Leased Premises and/or Building, except for improvements installed by the
Tenant, and complete reconstruction within one hundred and twenty (120) days of the casualty.
The decision of a licensed Florida architect or engineer retained or engaged by Tenant
certified in writing to Landlord and Tenant shall conclusively be deemed binding on the parti : as
to: (i) whether the Leased Premises or Building can be restored within the period prided
hereinabove, (ii) the percentage of the Leased Premises rendered untenantable and the suiting
percentage by which rent and other charges hereunder should abate during the .eriod of
restoration, and (iii) the date upon which the Leased Premises are restored.
b. OTHER LOSS OR DAMAGE, Notwithstanding any .revisions to the
contrary, Landlord shall not be responsible for any loss of or damage to prop: ty of Tenant or of
others located on the Leased Premises, except where such loss or damage is aused by the willful
act or omission or negligence of Landlord, or Landlord's agents, emplo, ees or contractors, for
loss to or damage of Tenant's property as a result of Landlord's failure • make repairs for which
Landlord is responsible for under this Lease, where Tenant has notifi - • Landlord in writing of the
need for said repairs. If after the giving of such notice by the Ten. • t, and the occurrence of such
failure by the Landlord, loss of or damage to Tenant's property esults from the condition as to
which Landlord has been notified, Landlord shall indemnify d hold harmless Tenant from any
loss, cost or expense arising therefrom.
c. FORCE MAJEURE. In the ent that Landlord or Tenant shall be
delayed or hindered in or prevented from the per .rmance of any act by reason of strikes,
lockouts, unavailability of materials, failure o power, restrictive governmental laws or
regulations, riots, insurrections, the act, failure t• act, or default of the other party, war or other
reason beyond its control, then performance . ' such act shall be excused for the period of the
delay and the period for the performance of ch act shall be extended for a period equivalent to
the period of such delay. Notwithstanding e foregoing, lack of funds shall not be deemed to be a
cause beyond control of either party.
12. SURRENDER OF REMISES
At the expiration or terminatio
and the Leased Premises sha
Tenant, excepting reasona
the Landlord. Tenant s
(which are not readily
shall, at its own exp
the termination of
the term of this
this Lease,
Landlord.
Section
incurre
of this Lease, Tenant shall surrender the Premises to Landlord
be in the same condition as it was on the date it was received by
wear and tear, and any additions, alterations and improvements by
all also deliver all keys and combinations to locks, safes and vaults
emovable without damaging the Leased Premises) to Landlord, Tenant
se, repair any damage caused by the removal of any of Tenant's property at
's Lease, Tenant's obligation to perform hereunder shall survive the end of
ase and, in the event Tenant fails to remove its property upon the expiration of
n said property shall be deemed abandoned and shall become the property of
ndlord shall nevertheless be entitled to perform the obligations of Tenant under this
Tenant's expense, and Tenant shall be liable to Landlord for all reasonable costs
y Landlord in the performance of such obligations.
13. CONDEMNATION
a. TOTAL TAKING. If, after the execution of this Lease and prior to the
expiration of the term hereof, the whole of the Leased Premises shall be taken under power of
eminent domain by any public authority, or conveyed by Landlord to said authority in lieu of
such taking, then this Lease and the term hereof shall cease and terminate as of the date when
5
SUBSTITUTED
possession of the Leased Premises shall be taken by the taking authority and any unearned rent or
other charges, if any, paid in advance, shall be refunded to Tenant.
b. PARTIAL TAKING. If, after the execution of this Lease and prior to t
expiration of the term hereof, any public authority shall, under the power of eminent do : m,
take, or Landlord shall convey to said authority in lieu of such taking, property which resu in a
reduction by fifteen (15%) percent or more of the area in the Leased Premises, or of a p• ion of
the Leased Premises that substantially interrupts or substantially obstructs the con,, eting of
business on the Leased Premises; then Tenant may, at its election, terminate this Le e by giving
Landlord notice of the exercise of Tenant's election within thirty (30) days after nant's receipt
of notice of such talcing. In the event of termination by Tenant, this Lease an the term hereof
shall cease and terminate as of the date when possession shall be taken .y the appropriate
authority of that portion of the Leased Premises, and any unearned rent or .ther charges, if any,
paid in advance by Tenant shall be refunded to Tenant.
c. RESTORATION. In the event of a taking ' • respect of which Tenant
shall not have the right to elect to terminate this Lease or, havin such right, shall not elect to
terminate this Lease, this Lease and the term thereof shall cony ue in full force and effect and
Landlord , at Landlord's sole cost and expense, forthwith sha . restore the remaining portions of
the Leased Premises, including any and all improvements ade theretofore to an architectural
whole in substantially the same condition that the samwere in prior to such taking. A just
proportion of the rent reserved herein and any othe charges payable by Tenant hereunder,
according to the nature and extent of the injury to th= eased Premises and to Tenant's business,
shall be suspended or abated until the completion k such restoration and thereafter the rent and
any other charges shall be reduced in proportioto the square footage of the Leased Premises
remaining after such taking.
d. AWARD. The L :' dlord shall not be entitled to and Tenant shall have
the sole right to make its independent c im for and retain any portion of any award made by the
appropriating authority directly to Te ant for loss of business, or damage to or depreciation of,
and cost of removal of fixtures, per' .natty and improvements installed in the Leased Premises by,
or at the expense of Tenant, and • any other award made by the appropriating authority directly
to Tenant.
e.
the provisions of this Se
to the other, from all 1'
ASE. In the event of any termination of this Lease as the result of
on, the parties, effective as of such termination, shall be released, each
ility and obligations thereafter arising under this Lease.
14. L DLORD'S ACCESS TO THE LEASED PREMISES
Tenant agree' to permit Landlord and its agents to enter the Leased Premises at all reasonable
times for t s e purpose of examining or inspecting the same, or for the purpose of protecting
Landlor•'. reversions, or to make alterations, repairs, or additions to the Leased Premises or to
any of • • r portion of the Building, or for maintaining any service provided by Landlord, or for any
othe purpose which Landlord deems necessary for the safety, comfort or preservation of the
sed Premises or Building and during such operations, provided, however, that Landlord does
of interfere with Tenant's business operations and use of the Leased Premises. Tenant will
permit Landlord at any time within the earlier of (i) one hundred twenty (120) days prior to the
expiration of this Lease; or (ii) upon the failure of Tenant to cure a default within thirty (30) days
of notice by Landlord to bring prospective tenants upon the Leased Premises for purposes of
inspection.
6
SUBSTITUTED
15. INDEMNIFICATION
Landlord shall indemnify and hold harmless Tenant from and against any and all liabilit
damages, penalties, judgments or expenses arising from injury to persons or property sustained •y
any person in or about the Building, common areas, parking or any other areas outside . ' the
Leased Premises. Such expenses shall include, but not be limited to, all costs, and reasonable
attorneys' fees incurred or paid by Tenant in connection with such litigation and :' appeal
thereof. To the extent permitted by Florida law, Tenant shall indemnify and ho harmless
Landlord from all losses, damages, liabilities and expenses whatsoever, which m arise or be
claimed against Landlord arising from: (i) the use of the Leased Premises by TG, ant; or (ii) any
grossly negligent acts or omissions by the Tenant, Tenant's agents and employe . Such expenses
shall include, but not be limited to, all costs, expenses and reasonable attar ys' fees incurred or
paid by Landlord in connection with such litigation and any appeal ther:. f. The provisions of
this Section shall survive any termination or cancellation of the Lease.
16. INSURANCE
a. LANDLORD'S OBLIGATION. L...dlord shall maintain fire and
extended coverage insurance on the Building, including all common areas, in an amount not less
than one hundred percent (100%) of the full replacemen value. Landlord shall also maintain
commercial general liability coverage to afford minim protection of not less than combined
$2,000,000 combined single limit coverage of bodil injury, property damage or combination
thereof. All insurance required under this subsectio ' shall be written by a company or companies
qualified to do business in Florida and reasonably : cceptable to Tenant. A certificate of duplicate
policies showing such insurance in force shall b delivered to Tenant prior to the Commencement
Date, and such insurance and updated certif ates or renewed policies shall be maintained with
Tenant throughout the term of this Lease.
b. TENANT'S ' :LIGATION. Tenant shall maintain at its expense
throughout the terms of this Lease . e following insurance coverage: (i) liability insurance for
bodily injury and property dam.:e against damage, costs and attorneys' fees arising out of
accidents of any kind occurrin on or about the Leased Premises with combined single limit
liability coverage of not les than One Million Dollars ($1,000,000.00) and property damage
coverage of not less than • e Hundred Thousand Dollars ($100,000.00); (ii) fire and extended
casualty insurance with . xcient coverage to reimburse the loss of all of Tenant's improvements
to the Leased Premises and all of Tenant's fixtures, equipment, personal property and inventory;
and (iii) appropriate orkmen's compensation and any and all other insurance required by law.
WAIVED. OF SUBROGATION. Except as otherwise provided for in
this Section, ndlord and Tenant each hereby waives of itself and its insurers, its agents, officers
or employ s, for any loss or damage that may occur to the Leased Premises, or any
improvents thereto of the Building, or any personal property of such party therein, by reason
of fire, e elements or any other causes which are, or should be insured against under the terms
of in 'ranee coverage referred to in this Section below, regardless of the cause or origin of the
da. age involved.
d. CANCELLATION OF COVERAGE. No policy provided under this
Section shall be cancelled or subject to reduction in coverage or other change without at least
thirty (30) days advance written notice to the parties. All policies shall be written as primary
policies not contributing with and not in excess of coverage the parties may carry. If either party
7
SUBSTITUTED
fails to take out or keep in force any insurance referred to in this Section, or should any such
insurance not be approved by the other party, such failure shall constitute a default under this
Lease. Upon receipt of written notice of such default, a party shall have ten (10) days to cure said
default and procure, renew or otherwise comply with its obligations under this Section. T
insurance described in this Section shall be provided effective as of the Commencement Date.
17. NOTICES
All notices or other communications which shall or may be given pursuant to thi Agreement
shall be in writing and shall be delivered by personal service, or by registered ma'. , addressed to
the party at the address indicated herein or as the same may be changed from ti e to time. Such
notice shall be deemed given on the day on which personally served, or, if b, mail, on the fifth
day after being posted, or the date of actual receipt or refusal of delivery, w hever is earlier.
To Tenant: Southeast Overtown/Park West Community Redevelop
1490 NW, ri Avenue, Suite 105
Miami, FL 33136
Attn: Clarence E. Woods, III, Executive Direc • r
ent Agency
To Landlord: The Black Archives, History and Research .undation of South Florida, Inc.
5400 NW 22nd Avenue
Building C, Suite 101
Miami, FL 33142
Attn: Timothy Barber, Executiv - l irector
18. DEFAULT
a. LANDLORD'S MEDIES. In the event that:
i, Ten. , shall on three (3) or more occasions be in default in the
payment of rent or other charges erein required to be paid by Tenant (default herein being
deemed as payment received by dlord ten or more days subsequent to the due date), regardless
of whether or not such default s occurred on consecutive or non-consecutive months; or
if. Tenant has caused a lien to be filed against the Landlord's
property and said lien is of removed within sixty (60) days of recordation thereof; or
Tenant shall defaul in the observance or performance of any of the covenants and agreements
required to be pe 'armed and observed by Tenant hereunder for a period of thirty (30) days after
notice to Ten in writing of such default (or if such default shall reasonably take more than
thirty (30) • . ,s to cure, Tenant shall not have commenced the same within the thirty (30) days
and dilig- • y prosecuted the same to completion); then Landlord shall be entitled to terminate
this Lea by giving Tenant notice of termination, in which event this Lease shall expire and
terrain - e on the date specified in such notice of termination, with the same force and effect as
thou:), the date so specified were the date herein originally fixed as the termination date of the
to of this Lease, and all rights of Tenant under this Lease and in and to the Leased Premises
all expire and terminate, and Tenant shall remain liable for all obligations under this Lease
arising up to, but not beyond, the date of such termination, and Tenant shall surrender the Leased
Premises to Landlord on the date specified in such notice. Landlord's remedies described above
shall preclude pursuit of any other remedy or remedies provided in this Lease or any other
8
SUBSTITUTED
remedy or remedies provided by law or in equity, separately or concurrently or in any
combination.
b. LANDLORD'S SELF-HELP. If Tenant shall default in the performan
or observance of any agreement or condition contained in this Lease which is Tena's
responsibility to perform or observe and Tenant has failed to cure such default within thirt (30)
days after notice from Landlord specifying the default (or if such default shall reasona • y take
more than thirty (30) days to cure, shall diligently prosecuted the same to completion) andlord
may, at its option, without waiving any claim for damages for breach of this agree ent, at any
time thereafter cure such default for the account of Tenant, and any amount paid •r contractual
liability incurred by Landlord in so doing shall be deemed paid or incurred f' the account of
Tenant and Tenant agrees to reimburse Landlord therefor and save Landlord rmless therefrom.
Provided, however, that Landlord may cure any such default as aforesaid for to the expiration
of said waiting period, without notice to Tenant if any emergency situati • exists, or after notice
to Tenant, if the curing of such default prior to the expiration of said w.' ing period is reasonably
necessary to protect the Leased Premises or Landlord's interest the in, or to prevent injury or
damage to persons or property. If Tenant shall fail to reimburse : ndlord upon demand for any
amount paid for the account of Tenant hereunder, said amount s • 11 be added to and become due
as a part of the next payment of rent due and shall for all purp•'es be deemed and treated as rent
hereunder.
c. TENANT'S REMEDIES. In event that Landlord shall default in the
observance or performance of any of the covenants • • agreements required to be performed and
observed by Landlord hereunder for a period of y (30) days after notice to Landlord in
writing of such default (or if such default shall reonably take more than thirty (30) days to cure,
Landlord shall not have commenced the s e within the thirty (30) days and diligently
prosecuted the same to completion), then -nant shall be entitled to terminate this Lease by
giving Landlord notice of termination, in hich event this Lease shall expire and terminate on
the date specified in such notice of ter• ' : ation, with the same force and effect as though the date
so specified were the date herein origi • • ly fixed as the termination date of the term of this Lease,
and all rights of Landlord under thi - ase shall expire and terminate, and Landlord shall remain
liable for all obligations under t :*. Lease arising up to the date of such termination. Tenant's
pursuit of any remedy or remed' - s, including without limitation, any one or more of the remedies
stated herein shall not constit e an election of remedies or preclude pursuit of any other remedy
or remedies provided in thi - ase or any other remedy or remedies provided by law or in equity,
separately or concurrentl or in any combination,
d. TENANT'S SELF HELP. If Landlord shall default in the performance
or observance of y agreement or condition in this Lease contained on its part to be performed
or observed, an if Landlord shall not cure such default within thirty (30) days after notice from
Tenant spec' • g the default (or, if such default shall reasonably take more than thirty (30) days
to cure, an • Landlord shall not have commenced the same within the thirty (30) days and
diligently •rosecuted the same to completion), Tenant may, at its option, without waiving any
claim f-. r damages for breach of agreement, at any time thereafter cure such default for the
acco t of Landlord and any amount paid or any contractual liability incurred by Tenant in so
do' g shall be deemed paid or incurred for the account of Landlord and Landlord shall reimburse
nant therefor and save Tenant harmless therefrom. Provided, however, that Tenant may cure
any such default as aforesaid prior to the expiration of said waiting period, without notice to
Landlord if an emergency situation exists, or after notice to Landlord, if the curing of such default
prior to the expiration of said waiting period is reasonably necessary to protect the Leased
Premises or Tenant's interest therein or to prevent injury or damage to persons or property. If
9
SUBSTITUTED
Landlord shall fail to reimburse Tenant upon demand for any amount paid or liability incurred for
the account of Landlord hereunder, said amount or liability may be deducted by Tenant from the
next or any succeeding payments of rent due hereunder.
19. TERMINATION
Tenant reserves the right to terminate this Lease, at any time for any reason upon givi thirty
(30) days written notice of termination to Landlord. If this Lease should be ter ated as
provided herein, Tenant shall be relieved of all obligations under this Lease.
20. SUBORDINATION
Tenant shall, upon the request of Landlord in writing, subordinate this Lee to the lien of any
present or future institutional mortgage upon the Leased Premises re dless of the time of
execution or the time of recording of any such mortgage. Provided, ho , ever, that as a condition
to such subordination, the holder of any such mortgage shall enter fi .t into a written agreement
with Tenant in form suitable for recording to the effect that:
a. in the event of foreclosure or other ac on taken under the mortgage by
the holder thereof, this Lease and the rights of Tenant hereu der shall not be disturbed but shall
continue in full force and effect so long as Tenant shall not e in default hereunder; and
b. such holder shall permit insurance proceeds and condemnation proceeds
to be used for any restoration and repair required nder this Lease. Tenant agrees that if the
mortgagee or any person claiming under the mor agee shall succeed to the interest of Landlord
in this Lease, Tenant will recognize said mort.. gee or person as its Landlord under the terms of
this Lease, provided that said mortgagee or p son for the period during which said mortgagee or
person respectively shall be in possession ' the Leased Premises and thereafter their respective
successors in interest shall assume all s f the obligations of Landlord hereunder. The word
"mortgage", as used herein includes •rtgages, deeds of trust or other similar instruments, and
modifications, and extensions there. ' The term "institutional mortgage" as used in this Section
means a mortgage securing a to from a bank (commercial or savings) or trust company,
insurance company or pension t st or any other lender institutional in nature and constituting a
lien upon the Leased Premise
21. • UIET . JOYMENT
Landlord covenants d agrees that upon Tenant paying the rent and observing and performing all
of the terms, coves nts and conditions on Tenant's part to be observed and performed hereunder,
that Tenant may peaceably and quietly have, hold, occupy and enjoy the Leased Premises in
accordance wi the terms of this Lease without hindrance or interference from Landlord or any
persons law ► Ily claiming through Landlord.
. ZONING AND GOOD TITLE
L. • sl lord warrants and represents, upon which warranty and representation Tenant has relied in
execution of this Lease, that Landlord is the owner of the Leased Premises, in fee simple
absolute, free and clear of all encumbrances, except for the easements, covenants and restrictions
of record as of the date of this Lease. Such exceptions shall not impede or interfere with the quiet
use and enjoyment of the Leased Premises by Tenant. Landlord further warrants and covenants
that this Lease is and shall be a first lien on the Leased Premises, subject only to any Mortgage to
10
SUBSTITUTED
which this Lease is subordinate or may become subordinate pursuant to an agreement executed by
Tenant, and to such encumbrances as shall be caused by the acts or omissions of Tenant; that
Landlord has full right and lawful authority to execute this Lease for the term, in the manner, and
upon the conditions and provisions herein contained; that there is no legal impediment to the u
of the Leased Premises as set out herein; that the Leased Premises are not subject to .' y
easements, restrictions, zoning ordinances or similar governmental regulations which p vent
their use as set out herein; that the Leased Premises presently are zoned for the use conte plated
herein and throughout the term of this lease may continue to be so used therefor by vir e of said
zoning, under the doctrine of "non -conforming use", or valid and binding decision o appropriate
authority, except, however, that said representation and warranty by Landlor• shall not be
applicable in the event that Tenant's act or omission shall invalidate the ap ication of said
zoning, the doctrine of "non -conforming use" or the valid and binding decisio . of the appropriate
authority. Landlord shall furnish without expense to Tenant, within thirty I ) days after written
request therefor by Tenant, a title report covering the Leased. Premises s i . wing the condition of
title as of the date of such certificate, provided, however, that Landis d's obligation hereunder
shall be limited to the furnishing of only one such title report.
23. HOLDING OVER
In the event that Tenant or anyone claiming under Tenant
Premises after the expiration of the term of this Lease or a
any agreement in writing between Landlord and Ten
shall not be deemed to extend or renew the term of t
as a tenancy at will, from month to month, upon t
contained. The rental shall be the rental in effe
renewed, prorated and payable for the period o
24. FIXTURES
s . 1 continue occupancy of the Leased
renewal or extension thereof without
t with respect thereto, such occupancy
Lease, but such occupancy shall continue
covenants, provisions and conditions herein
during the term of this Lease as extended or
ch occupancy.
All personal property, furnishings an' • uipment presently and all other trade fixtures installed in
or hereafter by or at the expense o. enant and all additions and/or improvements, exclusive of
structural, mechanical, electrical, : nd plumbing, affixed to the Leased Premises and used in the
operation of the Tenant's busin s made to, in or on the Leased Premises by and at the expense of
Tenant and susceptible of be' g removed from the Leased Premises without damage, unless such
damage be repaired by Te i . nt, shall remain the property of Tenant and Tenant may, but shall not
be obligated to, remove ' e same or any part thereof at any time or times during the term hereof,
provided that Tenant, :t its sole cost and expense, shall make any repairs occasioned by such
removal.
25. SCELLANEOUS PROVISIONS
a. WAIVER. Failure of either party to complain of any act or omission on
the part • ' the other party, no matter how long the same may continue, shall not be deemed to be
a waiv- r by said party of any of its rights hereunder. No waiver by either party at any time,
exprs or implied, of any breach of any provision of this Lease shall be deemed a waiver of a
br; - eh of any other provision of this Lease or a consent to any subsequent breach of the same or
y other provision. If any action by either party shall require the consent or approval of the
other party, the other patty's consent to or approval of such action on any one occasion shall not
be deemed a consent to or approval of said action on any subsequent occasion or a consent to or
approval of any other action on the same or any subsequent occasion. Any and all rights and
remedies which either party may have under this Lease or by operation of law, either at law or in
11
SUBSTITUTED
equity, upon any breach, shall be distinct, separate and cumulative and shall not be deemed
inconsistent with each other, and no one of them, whether exercised by said party or not, shall be
deemed to be an exclusion of any other; and any two or more or all of such rights and remedies
may be exercised at the same time.
b. TIME IS OF THE ESSENCE. It is understood and agreed betwe n the
parties hereto that time is of the essence of this Lease, and as to all of the terms, condi..ns and
provisions contained herein. Any time period herein described asten (10) days or more all mean
calendar days; less than ten (10) days shall mean business days.
c. AMENDMENT. This Lease may not be altered, chant - d, or amended,
except by an instrument in writing, signed by the party against whom enforce • ent is sought. This
Lease and any exhibits attached hereto shall constitute the entire agre= • ent reached in all
previous negotiations between the parties hereto and there are no other representations,
agreements or understandings of any kind, either written or oral, exce as specifically set forth
herein.
d. ESTOPPEL CERTIFICATES. At an
Landlord and Tenant each agree, upon request in writing from
and deliver to the other or to any person designated by the
that the Lease is unmodified and is in full force and effe
that the same is in full force and effect as modified (stat
is not in default in the performance of its covena
defaults, specifying the same, and the dates to whit
time and from time to time,
e other, to execute, acknowledge
er a statement in writing certifying
, or if there have been modifications,
g the modifications), that the other party
hereunder, or if there have been such
the rent and other charges have been paid.
e. RECORDATION OF EASE. Tenant, or anyone claiming under
Tenant, shall not record this Lease or any m orandum thereof without the prior written consent
of Landlord, Instead, Landlord may reco a short form of memorandum (the "Memorandum")
of this Lease. Within five (5) days • written request by Landlord, Tenant shall execute
Landlord's Memorandum and promptl return same to Landlord.
f. AUTHO'. . Landlord and Tenant duly certify that each possess the
legal authority to enter into th Lease. A resolution, motion or similar action has been duly
adopted as an official act of enant's governing body, authorizing the execution of this Lease,
and identifying the official epresentative of Tenant to act in connection herewith and to provide
such additional informat' .n as may be required by Landlord. In addition, Tenant warrants that it
is not necessary for : , other person, fum, corporation, or entity to join in the execution of this
Lease to make Tena s execution complete, appropriate and binding.
SEVERABILTTY. If any term or provision of this Lease or the
application hof to any person or circumstance shall, to any extent, be held invalid or
unenforcea e, the remainder of this Lease, or the application of such term or provision to persons
or circu : ances other than those as to which it is held invalid or unenforceable, shall not be
affecte. ' hereby, and each term and provision of this Lease shall be valid and be enforced to the
Me'. extent permitted by law.
h. CAPTIONS. The captions of the Sections or subsections of this Lease
are for convenience only and are not a part of this Lease and do not in any way limit or amplify
the terms and provisions of this Lease, The word "Landlord" and the pronouns referring thereto,
shall mean, where the context so admits or requires, the persons, firm or corporation named
herein as Landlord or the mortgagee in possession at any time, of the land and building
12
SUBSTITUTED
comprising the Leased Premises. If there is more than one Landlord, the covenants of Landlord
shall be the joint and several obligations of each of them, and if Landlord is a partnership, the
covenants of Landlord shall be the joint and several obligations of each of the partners and the
obligations of the firm. Any pronoun shall be read in the singular or plural and in such gender
the context may require. Except as in this Lease otherwise provided, the terms and provisio . of
this Lease shall be binding upon and inure to the benefit of the parties hereto and their re ctive
successors and assigns.
Nothing contained herein shall be deemed or construed by the parties hereto nor .y any third
party as creating the relationship of principal and agent or of partnership or of joint venture
between the parties hereto, it being understood and agreed that neither any pr• ision contained
herein, nor any acts of the parties hereto, shall be deemed to create any relat' .nship between the
parties hereto other than the relationship of Landlord and Tenant,
i. BROKERAGE. No party has acted as, by o through a broker in the
effectuation of this Agreement, except as set out hereinafter.
j. ENTIRE AGREEMENT. This instru s , nt contains the entire and only
agreement between the parties, and no oral statements or rep entations or prior written matter
not contained in this instrument shall have any force and eff- t.
k. GOVERNING LAW. All atters pertaining to this agreement
(including its interpretation, application, validity performance and breach) in whatever
jurisdiction action may be brought, shall be gover d by, construed and enforced in accordance
with the laws of the State of Florida. The parties - erein waive trial by jury and agree to submit to
the personal jurisdiction and venue of a co of subject matter jurisdiction located in Miami -
Dade County, State of Florida. In the eve that litigation results from or arises out of this
Agreement or the performance thereof, . e parties agree to reimburse the prevailing party's
reasonable attorney's fees, court costs, a • : all other expenses, whether or not taxable by the court
as costs, in addition to any other relief • which the prevailing party may be entitled.
[Remain r of this page left intentionally blank]
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their respective officials thereunto duly authorized as of the day and year above
written.
LANDLORD:
THE BLACK ARCHIVES, HISTORY AND
RESEARCH FOUNDATION OF SOUTH
FLORIDA, INC., a Florida non-profit corporation
By:
Timothy Barber
Executive Director
STATE OF FLORIDA
) SS
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this of ,2014, by
Timothy Barber, Executive Director of THE BL K ARCHIVES, HISTORY AND
RESEARCH FOUNDATION OF SOUTH FLORIDA, C., who is personally known to me { ]
or who has produced identification j; type of identification
produced
Print or Stamp Name:
Notary Public, State of
Commission No.:
My Commission Expires:
14
TENANT:
SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT AGENCY,
a public agency and body corporate created
pursuant to Section 163.356, Florida Statutes
By:
Clarence E. Woods, III
Executive Director
STATE OF FLORIDA
) SS
COUNTY OF MIAMI-DADE
SUBSTITUTED
The foregoing instrument was acknowledged before me this of ,2014, by
Clarence E. Woods, III, Executive Director of the Southeast 0 ertown/Park West Community
Redevelopment Agency, who is personally known to me [ ] o ho has produced identification [
]; type of identification produced
ATTEST:
By:
Todd B. Hannon
Clerk of the Board
APPROVED AS TO 'ORM AND
LEGAL SUFFICI CY:
Print or tamp Name:
Nota Public, State of
Co mission No.:
y Commission Expires:
APPROVED AS TO INSURANCE
REQUIREMENTS:
By:
Jes: ca N. Pacheco, Esq. Calvin Ellis
Special Counsel Risk Management
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SUBSTITUTED
EXHIBIT "A"
LEASED PREMISES
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