HomeMy WebLinkAboutExhibit - AgreementLEASE AGREEMENT
TIIIS LEASE AGREEMENT ("Lease"), is being entered into and made effective this day of
, 2015 ("Effective Date"), between Miami -Dade County, a political subdivision of the State of
Florida ("Landlord"), and the City of Miami, a municipal corporation of the State of Florida ("Tenant"), by which
Landlord does this day lease unto Tenant, and Tenant does hereby lease from Landlord, the real property consisting of
the land and the building located at 1000 N.W. 62 Street, Miami, Florida 33147 (Folio No.: 01-3114-012-0880), as shown
on the attached Exhibit A ("Premises"), for the initial term of ten (10) years, so long as Tenant, at all times, remains in
compliance with the terms and conditions of this Lease.
PART I
BASIC LEASE PROVISIONS
The following sets forth basic data hereinafter referred to in this Lease, and where appropriate, constitute
definitions of the terms hereinafter listed:
A. TENANT:
City of Miami, a political subdivision of the State of Florida.
B. TENANT'S TRADE NAME:
City of Miami
C. LANDLORD:
Miami -Dade County, a political subdivision of the State of Florida.
D. MAILING ADDRESS OF LANDLORD:
Miami -Dade County/Internal Services Department
Real Estate Division
111 N.W. 1s" Street #2460
Miami, Florida 33128
E. PREMISES, ADDRESS, AND FOLIO
NUMBER:
1000 N.W. 62 Street, Miami, Florida 33147, consisting of 24,437 square feet
of air-conditioned space, and 35,949 square feet of exterior space, consisting
of a parking lot and landscaping area, for a total of 60,386 square feet of
space.
Folio Number: 01-3114-012-0880 (see Exhibit "A")
F. MAILING ADDRESS OF TENANT:
City of Miami/Department of Real Estate and Asset Management
444 S.W. 2nd Avenue, 3rd Floor
Miami, Florida 33130
G. INITIAL TERM:
The initial term of this Lease is for ten (10) years.
The "Effective Date" shall be on the first day of the month following the
passage of the resolution approving the Lease, by the Miami -Dade County
Board of County Commissioners, which shall be the same day actual
H. EFFECTIVE DATE:
possession of the Premises shall be given to the Tenant, in accordance with
the terms of this Lease..
I. OPTIONS TO RENEW:
Tenant shall have two (2) ten (10) year options to renew this Lease in
accordance with the terms contained herein, each such option to renew shall
hereinafter be referred to as an "Option Period."
J. ANNUAL BASE RENT:
One ($1.00) Dollar annually.
K. RENT PAYMENT ADDRESS:
Internal Services Department, Real Estate Development Division
111 N.W. First Street, Suite 2460, Miami, Florida 33128
Attn: Accounts Receivable
L. RENT COMMENCEMENT DATE:
Commencement of the rent shall begin on the Effective Date, and then be
paid annually by the Tenant, on the anniversary of the Effective Date.
M. LEASE BASIS:
This is Triple Net Lease.
N. TENANT'S OPERATING EXPENSE:
Tenant is responsible for any and all costs and expenses associated with the
Premises, including, but not limited to, utilities, janitorial, maintenance,
improvements, repairs, and replacement of furniture, fixtures, and
equipment.
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0. FLORIDA SALES TAX
In accordance with Section 212.031 of the Florida Statutes, the Tenant is
responsible for any and all sales tax and any applicable discretionary sales
surtax for the Premises (improved and vacant property).
P. PERMITTED USE:
Tenant shall use the property as a Police Sub -Station, and shall include,
but are not limited to, any activities associated with the operation of such
Police Sub -Station.
Q. SECURITY DEPOSIT:
N/A
R. RENT INCREASES:
N/A
S. UTILITIES
Utility services shall be placed in the naive of Tenant, and shall be fully
paid by the Tenant.
This Lease consists of the foregoing introductory paragraphs, constituting the Basic Lease Provisions (consisting of paragraphs A through S), along with
Exhibit A, all of which are incorporated herein by this reference. In the event of any conflict between the information contained in the Basic Lease
Provisions, and the language in the Standard Lease Provisions, which follow, the Standard Lease Provisions shall control.
STANDARD LEASE PROVISIONS
PART II
TERMS AND CONDITIONS
SECTION 1. DESCRIPTION OF PREMISES: The
Landlord hereby leases to Tenant, and the Tenant hereby
agrees to lease from the Landlord the following:
Approximately 24,437 square feet comprised of one (1)
building, and approximately 35,949 square feet of land
immediately surrounding the building, including parking
and landscaping area, together totaling 60,386 square feet
located at 1000 N.W. 62 Street, Miami, Florida 33147 (the
"Premises"). The Premises is depicted on the attached
diagram, marked Exhibit "A" and incorporated herein by
reference.
Landlord and Tenant agree that the foregoing square
footage is only an approximation of size, as the Premises
has not been duly measured by the Landlord. Further,
the Tenant is fully aware of the size of the Premises and
has determined that it is sufficiently suited for its intended
purposes.
Notwithstanding anything to the contrary contained
herein, the Premises has been inspected by the Tenant
who accepts the Premises in its "AS IS" and "WHERE
IS" condition, with any and all faults, and who
understands and agrees that the Landlord does not offer
any implied or expressed warranties as to the condition of
the Premises and/or whether it is fit for any particular
purpose.
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SECTION 2. RENT: Tenant shall lease the Premises at and
for the agreed Annual Base Rent payable in advance
beginning on the Effective Date. Additionally, Tenant
shall pay any additional rent ("Additional Rent") as
hereinafter set forth in this Lease; plus all taxes in the
nature of sales, rental taxes, real estate use or similar taxes
now or hereafter assessed or levied by any taxing
authority upon the payment of the Annual Base Rent, or
other charges paid by Tenant. At all times after the date
hereof the, Tenant shall be governed by and subject to all
of provisions, covenants, and conditions of this Lease
requiring the payment of Annual Base Rent and other
charges, including but not limited to, utility charges,
which shall be paid by Tenant. The Annual Base Rent
and Additional Rent are sometimes referred to herein
collectively as "Rent."
Tenant covenants and agrees to pay to Landlord as rental
for a term of one (1) year, commencing on the Effective
Date the annual rental amount of One ($1.00)Dollar.
Tenant shall pay the initial payment of Rent on the
Effective Date. Afterwards, the Tenant hereby agrees
that it shall remit to Landlord all payments for Rent on or
before the anniversary of the Effective Date without
demand at the Rent Payment Address, or mailing address
of the Landlord listed in the Basic Lease Provisions
outlined herein on page one (1), or at such other place and
to such other person, as Landlord may from time to time
designate in writing.
It is the intention of Tenant and Landlord that the
obligations of Tenant shall be separate and independent
covenants and agreements, and that the Rent, and all
other sums payable by Tenant, shall continue to be
payable in all events, unless otherwise expressly provided
herein, and that the obligations of the Tenant shall
continue unaffected, unless the requirement to pay or
perform shall have been terminated pursuant to the
express provisions of this Lease. Rent, and all other sums
payable by the Tenant, shall be paid without notice or
demand, and without setoff, counterclaim, recoupinent,
abatement, suspension, deferment, diminution, deduction,
reduction or defense, except as specifically set forth in this
Lease. Except as otherwise expressly provided in this
Lease, Tenant agrees that it shall not take any action to
terminate, rescind, or avoid this Lease. Tenant waives all
rights which are not expressly stated herein to quit,
terminate, or surrender this Lease, or any of the Premises,
to any setoff, counterclaim, recoupment, abatement,
suspension, deferment, diminution, deduction, reduction
to Rent or any other sums payable under this Lease,
except as specifically set forth in this Lease.
SECTION 3. PERMITTED USE: It is hereby understood
and agreed that the Premises is to be utilized as a City of
Miami Police Sub -Station ("Permitted Use") and for no
other purpose(s) whatsoever. The Permitted Use includes
but is not limited to any and all activities related to the
operation of such Police Sub -Station. Any violation of the
agreed use, or any type of disturbance or interference with
any other adjacent or nearby landowner, or occupier of
land, including any business and/or governmental entity,
will be a violation of this Lease. Any violation related to
the public use of the Premises, as described herein, will be
grounds for termination of this Lease, and the Premises
will transfer back to the Landlord, pursuant to Florida
Statutes Section 125.38, and Miami -Dade County
Resolution No.: R-461-13. Further, the Landlord shall
retain the right at its sole option to terminate this Lease,
or to pursue any other remedy at law or equity resulting
from a violation of this Lease under this provision.
Tenant shall indemnify Landlord for any losses, damages,
and/or injury caused to any adjacent or nearby building
owner, or occupier of land, relating to Tenant's violation
of this Permitted Use clause.
SECTION 4. ASSIGNMENT -SUBLEASING: Except as
expressly provided herein, Tenant shall neither mortgage,
pledge, encumber, nor assign this Lease, nor sublet this
Lease (which term, without limitation, shall include the
granting of concessions, licenses, and the like) the
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Premises, or any part thereof, without the Landlord's
prior written consent, which may be withheld in
Landlord's sole and absolute discretion. In the event
Landlord provides its written consent for an assignment or
sublease, Landlord shall receive a personal guarantee from
the principals of the assignee, or sub -lessee that it shall
perform the obligations of the Tenant, to the satisfaction
of the Landlord, and the Landlord shall receive one
hundred percent (100%) excess rent which is derived from
the proposed transaction (including any fee, payment, etc.
that Tenant receives in connection with any assignment
and/or sublet). In the event Tenant is a corporation,
partnership, limited liability company or other entity, any
transfer of ownership and/or controlling interest in such
entity shall be a default under the Lease. Tenant shall
disclose all beneficial owners of the business to be
conducted in the Premises to Landlord prior to execution
of the Lease. Any change of ownership of the Tenant's
business shall be immediately brought to the attention of
the Landlord. In any case whereby Landlord shall consent
to such proposed assignment or subletting, Tenant named
hereunder shall remain fully liable for the obligations of
Tenant hereunder, including, without limitation, the
obligation to pay the Rent, and other amounts provided
herein. No assignment or subletting shall be valid or
effective unless and until the assignee or subtenant,
respectively, shall covenant in writing with Landlord, to
the reasonable satisfaction of Landlord, to be bound
directly to Landlord for the performance of all Tenant
covenants and obligations contained herein. Further, the
Tenant acknowledges and hereby agrees that any
assignment and/or sublease must be to a governmental
and/or a non-profit entity, and meeting the requirements
of Section 125.38, Florida Statutes.
SECTION 5. TENANT'S RESPONSIBILITIES; PERSONAL
PROPERTY: Tenant agrees to use and occupy the
Premises at its own risk; and that, except for the gross
negligence or willful misconduct of Landlord and/or
Landlord's employees, vendors, contractors and/or agents,
Landlord shall have no responsibility or liability for any
loss of or damage to Tenant, Tenant's leasehold
improvements or to equipment, fixtures, or to the personal
property of Tenant, or those claiming by, through or
under Tenant. Further, the Landlord, any employee,
vendor, contractor and/or agent of Landlord, shall not be
liable for any and all damage to any of the Tenant's
property arising from the bursting or leaking of water or
sewer pipes or roofing, or from any act or omission of any
co -tenant or other occupant of the building, if any, or of
any other person whomsoever, unless arising from the
gross negligence or willful misconduct of Landlord and/or
Landlord's employees, contractors, vendors, and/or
agents. The provisions of this Section shall apply during
the whole of the Term hereof, along with any renewals.
SECTION 6. COMPLIANCE WITH LAWS;
GOVERNMENTAL APPROVALS: Tenant shall promptly
comply with any and all statutes, ordinances, rules,
orders, regulations, and requirements of any applicable
federal, state, county, and city government, including but
not limited to, the 40-year recertification of the Premises,
if applicable, and of any and all governmental agencies,
departments, and bureaus including any taxing authority
and/or utility; and the Tenant shall also promptly comply
with all rules, orders, and regulations of the applicable fire
prevention codes for the prevention of fires, all the
foregoing at Tenant's own cost and expense. During the
Term of this Lease, if any governmental agency,
municipality, utility company, including, but not limited
to the Landlord's Regulatory and Economic Resources
Department requires changes to the Premises or to any of
the facilities or systems (including, but not limited to,
electrical work, plumbing, fire alarm, waste removal,
enclosures, fire panels, hack flow preventers and/or ADA
accessibility), the Tenant hereby agrees that it shall make
such changes at its sole cost and expense. Tenant shall be
responsible, at Tenant's sole cost and expense, for any and
all required fire alarm monitoring for the Premises
including, but not limited to, a dedicated phone line for
such purpose. If any third party, including, but not
limited to, utility companies, municipalities and
contractors, cause damage to the Premises, the Tenant
shall be responsible, at its sole cost and expense, for the
repair of such damages. TENANT SHALL BE
RESPONSIBLE FOR PROMPTLY OBTAINING ANY
PERMIT, LICENSE, SERVICE, ARCHITECTURAL
PLANS AND/OR CERTIFICATES OF OCCUPANCY
NECESSARY FOR THE CONSTRUCTION AND/OR
OPERATIONS OF THE PREMISES. LANDLORD
MAKES NO REPRESENTATIONS OR WARRANTIES
REGARDING TENANT'S PROPOSED USE AND THE
GOVERNMENTAL APPROVALS NECESSARY
THEREFORE.
SECTION 7. SOVEREIGN PREROGATIVES:
It is expressly understood that notwithstanding any
provision of this Lease and the Landlord's status
thereunder:
The Landlord retains all of its sovereign prerogatives and
rights and regulatory authority as a county under Florida
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laws and shall in no way be estopped from withholding or
refusing to issue any approvals of applications for
building, zoning, planning, or development under present
or future laws and regulations of whatever nature
applicable to the planning, design, construction and
development of the Premises or the operation thereof, or
be liable for the same; and the Landlord shall not by
virtue of this Lease be obligated to grant the Tenant any
approvals of applications for building, zoning, planning, or
development under present or future laws and ordinances
of whatever nature applicable to the planning, design,
improvement, repair, restoration, construction, and/or
operation of the Premises.
No Liability for Exercise of Police Power
Notwithstanding and prevailing over any contrary
provision in this Lease, or any Landlord covenant or
obligation that may be contained in this Lease, or any
implied or perceived duty or obligation including but not
limited to the following::
(a) To cooperate with, or provide good faith, diligent,
reasonable, or other similar efforts to assist the Tenant,
regardless of the purpose required for such cooperation;
(b) To execute documents or give approvals,
regardless of the purpose required for such execution or
approvals;
(c) To apply for or assist the Tenant in applying for
any county, city, or third party permit or needed
approval; or
(d) To contest, defend against, or assist the Tenant in
contesting or defending against any challenge of any
nature;
shall not bind the Board, the Regulatory and Economic
Resources Department, or any division thereof, or any
other county, city, federal, or state department or
authority, committee or agency to grant or leave in effect
any zoning changes, variances, permits, waivers, contract
amendments, or any other approvals that may be granted,
withheld or revoked in the discretion of the Landlord or
any other applicable governmental agencies in the exercise
of its police power; and the Landlord shall be released and
held harmless, by the Tenant from and against any
liability, responsibility, claims, consequential or other
damages, or losses to the Tenant or to any third parties
resulting from denial, withholding, or revocation (in whole
or in part) of any zoning or other changes, variances,
permits, waivers, amendments, or approvals of any kind
or nature whatsoever. Without limiting the foregoing, the
parties recognize that the approval of any building permit
and/or certificate of occupancy will require the Landlord
to exercise its quasi-judicial or police powers.
Notwithstanding any other provision of this Lease, the
Landlord shall have no obligation to approve, in whole or
in part, any application for any type of permit, license,
zoning or any other type of matter requiring government
approval or waiver. The Landlord's obligation to use
reasonable good faith efforts in the permitting of the use
of Premises shall not extend to any exercise of quasi-
judicial or police powers, and shall be limited solely to
ministerial actions, including the timely acceptance and
processing of any requests or inquiries by Tenant as
authorized by this Lease. Moreover, in no event shall a
failure of the Landlord to adopt any of the Tenant's
request or application for any type of permit, license,
zoning or any other type of matter requiring government
approval or waiver be construed a breach or default of this
Lease.
SECTION 8. ABANDONMENT: If Tenant shall fail to
occupy, or abandon, or vacate the Premises before the end
of the Term of this Lease, except in the event Tenant
elects to close the Premises temporarily for the purpose of
remodeling same for no more than thirty (30) days (or
such longer period upon prior written permission of
Landlord), or shall suffer the Rent to be in arrears,
Landlord may, at its option, forthwith cancel this Lease
and/or enter the Premises as the agent of Tenant, without
being liable in any way therefor, and relet the Premises
with or without any furniture that may be therein, as the
agent of Tenant, at such price and upon such terms and
for such duration of time as Landlord may determine, and
receive the Rent therefor (without any compensation to
Tenant) applying the same to the payment of Rent due by
this Lease, and if the full Rent shall not be realized by
Landlord over and above the expenses to Landlord in such
re -letting, the said Tenant shall pay any deficiency.
Landlord shall not be liable to Tenant in the event of any
excess. Notwithstanding Tenant's abandonment or
Landlord's acceptance thereof, Tenant shall be responsible
to satisfy any and all covenants and obligations due to
Landlord under the terms of this Lease.
SECTION 9. COLLECTION AND LANDLORD'S
EXPENSES: The parties hereby agree to pay for their own
costs of collections, attorneys' fees, and other
disbursements incurred by either party in the event of any
breach of this Lease. This provision shall apply to all trial
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and appellate proceedings and any other efforts by either
party to enforce their rights regarding this Lease,
including any bankruptcy, receivership, or other
insolvency proceeding or negotiation.
In addition to the foregoing, the Tenant agrees: (a) to
indemnify and save Landlord harmless from and against
all reasonable expenses which Landlord may incur by
reason of a termination of this Lease and the cost of
putting the Premises in good order to prepare the same for
rental to other tenants; and (b) that Landlord may (i) re -
let the Premises, or any portion thereof, either in the name
of Landlord or otherwise for a period which may, at
Landlord's option, be less than or exceed the period which
would otherwise have constituted the balance of the Term,
and (ii) grant concessions of free rent. The failure of
Landlord to re -let the Premises or any portion thereof
shall not release or affect Tenant's liability for damages.
Any suit brought to collect the amount of deficiency for
the Term, or any portion thereof, shall not prejudice in
any way the right of Landlord to collect any deficiency for
any subsequent sum or amount by a similar proceeding.
Landlord may make such alterations, repairs,
replacements and decorations to the Premises as Landlord,
in Landlord's sole judgment, considers advisable or
necessary for the purpose of re -letting the Premises, and
the making of such alterations, repairs, replacements or
decorations shall not operate or be construed to release
Tenant from liability hereunder. Landlord shall not be
liable for failure to relet the Premises, or, if the Premises
are relet, for failure to collect the rent due under such
reletting, but will nonetheless use commercially reasonable
good faith efforts to mitigate damages.
SECTION 10. UTILITIES: Tenant agrees to place any and
all utilities in its name, and to pay when due, from the
Effective Date, all charges for water, sewer, gas,
stormwater, electricity (or other illumination), telephone,
trash removal, waste removal, and all other utilities and
services used or consumed in and about the Premises, and
for all licenses and permits for the same.
SECTION 11. SECURITY INTEREST; LANDLORD'S
LIEN: Tenant hereby pledges and assigns to Landlord all
the furniture, fixtures, equipment, goods and chattels
belonging to the Tenant (collectively "FFE"), which shall
or may be brought or put on the Premises as security for
the payment of the Rent, and/or other charges. Tenant
hereby grants to Landlord a lien in such FFE, and agrees
that the said lien may be enforced by distress (and Tenant
waives all rights to require Landlord to post bond),
foreclosure or otherwise at the election of the Landlord.
TENANT HEREBY GRANTS TO LANDLORD THE
RIGHT TO FILE A UNIFORM COMMERCIAL CODE
("UCC") FINANCING STATEMENT THAT
CONFIRMS THE LANDLORD'S SECURITY
INTEREST AND LIEN IN SUCH FFE AS
COLLATERAL FOR TENANT'S OBLIGATIONS
HEREUNDER. IN FURTHERANCE OF THE
FOREGOING, TENANT ACKNOWLEDGES AND
AGREES THAT LANDLORD HAS THE FOREGOING
LIEN ON ITS FURNITURE, FIXTURES,
EQUIPMENT, GOODS AND CHATTELS OF THE
TENANT PURSUANT TO THIS SECTION OF THIS
LEASE AND IN ACCORDANCE WITH FLORIDA
STATUTES 83.08. IN ORDER TO ENFORCE SAID
LIEN, LANDLORD, OR LANDLORD'S AGENTS,
SHALL HAVE THE RIGHT TO ENTER THE
PREMISES TO SECURE AND/OR REMOVE THE
AFOREMENTIONED PROPERTY, WITHOUT
BEING LIABLE FOR ANY PROSECUTION
THEREFOR OR DAMAGES THEREFROM FOR
TRESPASS OR OTHERWISE. TENANT SHALL NOT
ASSIGN, PLEDGE OR ENCUMBER TIIE FFE
WITHOUT LANDLORD'S PRIOR WRITTEN
CONSENT. TENANT SHALL NOT ENTER INTO
ANY AGREEMENTS, INCLUDING, BUT NOT
LIMITED TO FINANCE AGREEMENTS OR
SECURITY AGREEMENTS, WHICH PLEDGE THE
FFE AS COLLATERAL. TENANT SHALL NOT
ALLOW ANY THIRD PARTIES TO FILE OR
RECORD UCC FINANCING STATEMENTS THAT
PLEDGE THE FFE AS COLLATERAL. IF A THIRD
PARTY FILES OR RECORDS SUCH A UCC
FINANCING STATEMENT FOR ANY REASON
WHATSOEVER. THEN TENANT SHALL, AT ITS
SOLE COST AND EXPENSE, CAUSE SUCH UCC
FINANCING STATEMENT TO BE TERMINATED
WITHIN FIVE (5) DAYS AFTER THE FILING OR
RECORDING THEREOF, AND PROVIDE WRITTEN
EVIDENCE THEREOF TO LANDLORD WITHIN
SUCH FIVE (5) DAY PERIOD. IF TENANT SHALL
FAIL TO CAUSE SUCH UCC FINANCING
STATEMENT TO BE TERMINATED AND PROVIDE
WRITTEN EVIDENCE THEREOF TO LANDLORD,
WITHIN SUCH FIVE (5) DAY PERIOD, LANDLORD,
IN ADDITION TO ANY OTHER RIGHTS AND
REMEDIES PROVIDED HEREIN, SHALL HAVE
THE RIGHT TO TERMINATE THIS LEASE
IMMEDIATELY. THE OBLIGATIONS IN THIS
SECTION SHALL SURVIVE THE EXPIRATION OR
EARLY TERMINATION OF THIS LEASE.
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SECTION 12. LANDLORD'S ACCESS: Landlord, and/or its
employees and/or agents, shall have the right to enter the
Premises during all reasonable hours, and with reasonable
prior notice (except in the event of emergency), and
without materially interfering with the conduct of
Tenant's business, to examine the same to make
reasonable inspections, repairs, additions, or alterations as
may be deemed necessary for the safety, comfort, or
preservation thereof, and to make certain that the
Premises is being used in accordance with this Lease, or to
exhibit the Premises, and to put or keep upon the doors or
windows thereof a notice "for rent", "for lease" or
"available" at any time within four (4) months before the
expiration of this Lease. The right of entry shall likewise
exist for the purpose of removing placards, signs, fixtures,
alterations, or additions, which do not conform to this
Lease, or to the rules and regulations of the Premises.
Landlord shall make reasonable efforts to minimize
disruption of Tenant's business activities. In the event of
an emergency, the Landlord, and/or its employees and/or
agents, shall have the right to immediately gain entry into
the Premises without any prior notice and/or warning to
the Tenant.
SECTION 13. CONDITION OF PREMISES: Tenant hereby
accepts the Premises in the condition that the Premises is
in as of the Effective Date on an "AS IS" and "WHERE
IS" basis without warranty of any nature, with any and
all faults, including without any warranty of use, without
any warranty of habitability, and without any obligation
on the Landlord's part to perform any work with respect
to improving the Premises. The Landlord expressly
refuses to extend and specifically denies any implied
warranty as to the condition of the Premises, or any
structure or building thereon. Except as otherwise
specifically set forth herein, Tenant acknowledges and
agrees that the Landlord has made no warranties or
representations as to the condition of the Premises.
Tenant further acknowledges that Landlord has no
present or future intention to make any capital or non -
capital alterations, renovations or improvements to the
Premises. Tenant, at its sole costs and expense, shall be
responsible for all improvements, including, but not limited
to the installation of any and all phone lines and conduit for
phone lines as well as other utility lines in and to the
Premises.
Landlord and Tenant further agree that the Tenant shall
be solely responsible for obtaining, securing and/or
maintaining any and all permits and licenses, including,
but not limited to, building permit(s) and occupancy
license(s). Tenant agrees to be solely responsible for the
cost to obtain any type of permit(s) and/or license(s) for
the Premises.
Tenant acknowledges and agrees that the Premises is in
need of extensive repair and maintenance, and accepts full
responsibility to repair and maintain the Premises,
including, but not limited to, addressing structural
problems, complying with the American with Disabilities
Act (and related state and local laws and regulations), and
matters involving lead based paint, if any, and any and all
issues involving asbestos.
SECTION 14. MAINTENANCE AND REPAIR: Tenant
agrees to maintain and keep in good repair, condition, and
appearance, during the term of this Lease, or any
extension or renewal thereof, at its sole cost and expense,
both the interior and exterior of the Premises, including
but not limited to, all building structures (from the roof to
the foundation), and any and all infrastructure (lines,
pipes, wiring) leading to and from any structure which is
part of the Premises, as well as any and all vegetation,
including all grass, hedges, trees, and plants which are on
or about the Premises. Tenant shall be responsible for
properly maintaining all vegetation between a structure
and the nearest roadway.
Tenant, at its expense, shall maintain and keep free of
debris all parking areas, pathways, walkways, as well as
any and all sidewalks adjacent to, or leading to or from,
any structure which is part of the Prernises.
In regards to the general maintenance and occupancy of
the Premises, Tenant will at its expense: (a) maintain the
Premises in a clean, orderly and sanitary condition and
free of insects, rodents, vermin and other pests; (b) keep
any garbage, trash, rubbish and/or other refuse in safe
containers that do not encourage the existence of vermin;
(c) cause to have such garbage, trash, rubbish and refuse
removed on a daily, weekly, or as needed basis to ensure
cleanliness; (d) comply with all laws, ordinances, rules and
regulations of governmental authorities regarding the
removal of garbage, trash, rubbish and refuse from the
Premises; (e) keep all mechanical equipment apparatus
free of vibration and noise which may be transmitted
beyond the Premises and/or which could disturb adjacent
landowners, and/or occupiers; (f) prevent any
objectionable odors to emanate or to be dispelled from the
Premises; (g) comply with and observe all rules and
regulations established by the Landlord from, time to time
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which to the Premises; and (h) conduct its operation in all
respects in a dignified manner in accordance with the high
standards of other similar not -for -profit organizations.
Tenant agrees to improve the Premises by making
substantial capital improvements, and thereafter maintain
and repair the Premises, and return the Prernises to the
Landlord with all of the improvements, excepting only
reasonable wear and tear arising from the use thereof
under this Lease, and to make good to Landlord
immediately upon demand, any damage to the Prernises,
caused by any act or neglect of Tenant, or of any person or
persons in the employ, under the control of Tenant, or a
business invitee of Tenant. Additionally, Tenant accepts
all equipment and accessories in the condition they have
been delivered with the Premises, with no representation
or warranties from Landlord. In addition to the foregoing,
Tenant, at its sole cost and expense, shall do the following:
a. maintain all of Landlord's equipment, plumbing and
electrical lines serving the Premises in good order,
condition, and repair at all times;
b. maintain, repair and replace, whenever necessary, the
air conditioning systems and/or heating systems which
services the Premises; and at the end of the Term,
shall ensure that all mechanical systems, including air
conditioning, plumbing, electrical connections and
structural elements of the building and in good
working order, reasonable use and wear excepted.
Tenant shall enter into a service/maintenance contract
with a reputable IIVAC contractor, which will provide
for a regular service program for all heating and air
conditioning equipment; and
c. maintain, repair and replace, whenever necessary, the
structural elements of the Premises, including roof,
foundation, and exterior walls,
d. maintain the interior of the Premises including but not
limited to, the walls, light fixtures, cabinets,
appliances, sinks, vanities, hardware, flooring,
windows, doors, and frames.
Any damage or injury sustained by any person because of
mechanical, electrical, plumbing or due to any other
equipment or installation failure, which maintenance,
improvement, and/or restoration, or repair is the
responsibility of Tenant, shall be paid for by Tenant, and
Tenant shall indemnify and hold Landlord harmless from
and against all claims, actions, damages and liability in
connection therewith, including, but not limited to
attorneys' fees, other professional fees, and any other cost
which Landlord may reasonably incur.
SECTION 15. TENANT IMPROVEMENTS;
INSTALLATION BY TENANT:
Tenant, at its sole cost and expense, may make such
improvements to the Premises that it shall deem
reasonably necessary to place the Premises in such a state
or condition that the Tenant may use it for the purposes
described in this Lease, so long as such improvements are
first approved by the Landlord in writing.
Tenant understands and agrees to procure any and all
construction and electrical, as well as other trade services
in strict compliance with Section 255.20, Florida Statutes.
Prior to commencing any improvements, including
construction, restoration, and/or repair to the Premises,
including the purchase of supplies and/or materials from
materialmen and suppliers, and/or before recommencing
any such work or repair after a default or abandonment,
Tenant shall obtain and deliver to the Landlord, at its sole
cost and expense, a payment and performance bond, or
such other alternate form of security, each which meet the
requirements, as applicable, of Section 255.05, Florida
Statutes, as set forth below, not less than ten (10) days
prior to the anticipated purchase of supplies and/or
materials, commencement of the improvement work,
including, construction, restoration, and/or repairs. Said
payment and performance bond(s) shall name the
Landlord as an additional payee and obligee, the form of
such bonds shall be as provided by Section 255.05, Florida
Statutes and each shall be in the amount of the entire cost
of the improvement work regardless of the source of
funding. The Tenant shall be responsible for recording the
bonds in the public records of Miami -Dade County,
Florida, and providing notice to subcontractors and
suppliers, as required by Section 255,05 of the Florida
Statutes. Said payment and performance bonds shall be
maintained in full force and effect for the duration of any
construction and/or repair project. However, the foregoing
requirement of securing a performance bond shall not be
required when such contract for any improvements is
estimated, in accordance with generally accepted cost -
accounting principles, to have a cost of less than $25,000.
Prior to commencing any improvements to the Premises,
the Tenant must deliver all plans, specifications and
scheduling for any construction, fencing, landscaping or
other improvements, at its sole cost and expense, to the
Landlord, and specifically to the Director of the Internal
Services Department for written approval at least thirty
(30) days before the commencement of any work.
8
Further, the Tenant shall not commence construction of
any improvements upon the Premises unless and until it
has secured, and has on -hand, sufficient funds or resources
to complete the improvement project.
TENANT HEREBY AGREES THAT IT SHALL NOT
MAKE, OR CAUSE TO BE MADE, WITHOUT
LANDLORD'S PRIOR WRITTEN APPROVAL, ANY
CONSTRUCTION, ALTERATION, ADDITIONS,
AND/OR STRUCTURAL MODIFICATIONS TO THE
PREMISES.
Tenant acknowledges and agrees that the Landlord shall
review and approve all of the Tenant's plans, including
but not limited to architectural plans, to facilitate any
construction, alterations, additions, and/or structural
improvements of the Premises. Landlord, and/or its
employees and/or agents, shall have the right to enter the
Premises during all reasonable hours, in coordination with
Tenant, to examine the construction, alterations,
additions, and/or structural improvements of the
Premises, as may be underway. Prior to the purchase of
any materials and/or supplies for any improvements,
Tenant must secure a payment and performance bond in
accordance with Section 255.05, Florida Statutes,
furthermore, Tenant covenants and agrees to obtain all
necessary permits and approvals as required by the
Landlord's Regulatory and Economic Resources
Department, the State of Florida, local Fire Department
and any local municipality as applicable, and that all
alterations and improvements shall be in conformance
with all applicable laws, including Section 255.05 of the
Florida Statutes, whereby Tenant will obtain a payment
and performance bond for any construction work
performed naming the County as co -obligee. All additions,
fixtures, or improvements shall be and remain part of the
Premises at the expiration of this Lease or any extension
thereof. Upon completion of any construction,
alterations, additions, and/or structural improvements,
the Tenant shall promptly deliver a copy of its certificate
of occupancy to Landlord, and in no event later than ten
(10) days following Tenant's receipt thereof. If Tenant
undertakes any material modifications to the Premises, it
must provide Landlord with copies of the final
architectural plans, and certificate of occupancy for the
Landlord's records.
All work in the Premises will be performed in a good and
workman like manner and by a licensed general contractor
under the guidelines of the applicable building codes and
in compliance with all applicable governmental
regulations. Such general contractor must be approved by
Landlord in writing prior to the commencement of any
work in the Premises. Tenant shall be responsible for any
construction defects in connection with its improvements
and/or repairs to the Premises. Tenant's work shall be
performed without interference and disruption to
Landlord, or any adjacent landowner or occupier of space.
Tenant shall promptly pay all persons or entities
furnishing labor and material with respect to any work
performed by Tenant or its contractor on or about the
Premises, and shall obtain and deliver to Landlord
"releases" or waivers of liens from all parties doing work
on or about the Premises, along with an affidavit from
Tenant stating that all bills have been paid with regard to
such work and that there are no outstanding obligations
owed with respect to any such work performed on the
Premises.
Landlord shall have no obligation, financial, regulatory or
otherwise, for any and/or all activities necessary to
construct, maintain or repair Tenant's improvements, or
for Tenant's operations within on or about the Premises
during the terra of this Lease.
If Tenant's construction or repair activities or other
actions relative to the Premises result in the introduction
of hazardous materials or contamination of the soil or
ground water, then the Tenant agrees to: (1) immediately
notify the Landlord of any contamination, claim of
contamination or damage, (2) after consultation and with
the approval of the Landlord, to clean up the
contamination in full compliance with all applicable
statutes, regulations and standards, and (3) to indemnify,
defend and hold the Landlord harmless from and against
any claim, suits, causes of action, costs and fees, including
any and all attorneys' fees arising from or connected with
such contamination, claim of contamination or damage.
If Tenant's construction and/or repair activities amount to
Two Hundred Thousand ($200,000.00) Dollars or more in
value, then the Tenant shall be responsible for performing
such work in accordance with Section 2-10.4.01(3)(A),
Miami -Dade County Code.
All leasehold improvements installed on or about the
Premises at any tiine, whether by or on behalf of the
Tenant or by or on behalf of Landlord, shall not be
removed from the Premises at any time, unless removal is
consented to in advance, in writing, by Landlord; and at
the expiration of this Lease (either on the termination
9
date, or any extension or renewal thereof, or upon such
earlier termination or cancellation as provided for in this
Lease), all such leasehold improvements shall be deemed
to be part of the Premises, and shall not be removed by
Tenant when it vacates the Premises, and title thereto
shall vest solely in the Landlord without payment of any
kind or nature to Tenant.
Should the Tenant bring and/or add any additional
furniture and/or equipment to the Premises, which
personal property can be removed without damage to the
Premises, such shall remain the Tenant's property and
may be removed from the Premises, in accordance with
the terms and conditions of this Lease, upon the
expiration date.
SECTION 16. LANDLORD NOT RESPONSIBLE FOR
ACTS OF OTHERS: Landlord shall not be responsible or
liable to Tenant, or to those claiming by, through or under
Tenant, for any loss or damage which may be occasioned
by or through the acts or omissions of persons coming onto
the Premises, including but not limited to invitees,
trespassers, and/or licensees for any loss or damage
resulting to Tenant, or those claiming by, through or
under Tenant, for themselves and/or their personal
property, from any actions or activity by such person(s),
including, but not limited to, such actions or activity
which is the direct or indirect cause of any lack of security,
insufficient safety measures, failure to provide adequate or
sufficient warnings, precautions, and/or inadequate
protection to the Premises, the Tenant, or anyone
claiming by, through or under the Tenant. To the
maximum extent permitted by law, the Tenant agrees to
use and occupy the Premises at Tenant's own risk. Tenant
shall secure, maintain and utilize security personnel, at its
sole cost and expense, as it deems necessary to protect the
Tenant, its guests, licensees, and/or the Premises.
Landlord shall not be responsible or liable to Tenant, or to
those claiming by, through or under Tenant, for any loss
or damage which may be occasioned or caused by any
actions or inactions which is the direct or indirect cause of
any breaking, bursting, stoppage or leaking of water, gas,
sewer, electrical, telephone or other utility pipes and/or
lines and/or the effects or results from failed, down, broken
or damaged cable and/or wires. To the maximum extent
permitted by law, Tenant agrees to use and occupy the
Premises, and to use the Premises at Tenant's own risk.
SECTION 17. BANKR.UPTCY: If Tenant shall become a
debtor under the bankruptcy code then, to the extent that
the bankruptcy code may be applicable or affect the
provisions of this Lease, the following provisions shall also
be applicable. If the trustee or debtor -in -possession shall
fail to elect to assume this Lease within sixty (60) days
after the filing of the petition (or such other minimum
time as required by any applicable law), this Lease shall,
at Landlord's option, be deemed to have been rejected and
Landlord shall be thereafter immediately entitled to
possession of the Premises and this Lease shall be
terminated subject to and in accordance with the
provisions of this Lease and of law (including such
provisions for damages and acceleration). No election to
assume (and, if applicable, to assign) this Lease by the
trustee or debtor -in -possession shall be permitted or
effective unless: (i) all defaults of Tenant shall have been
cured and Landlord shall have been provided with
adequate assurances reasonably satisfactory to Landlord,
including (a) any reasonably required guaranties and/or
security deposits, and (b) any other reasonably required
assurances that there will continue to be sufficient funds
and personnel available to professionally staff and operate
the Premises in strict compliance with all provisions of
this Lease; and (ii) neither such assumption nor the
operation of the Premises subsequent thereto shall, in
Landlord's judgment, cause or result in any breach or
other violation of any provision of this or any applicable
lease, mortgage or other contract; and (iii) the assumption
and, if applicable, the assignment of this Lease, has been
ratified and approved by order of such court or courts as
have final jurisdiction over the bankruptcy code and the
case; and (iv) the assignment must be to a governmental
entity or to a not -for -profit entity in accordance with
Section 125.38, Florida Statutes. No assignment of this
Lease by the trustee or debtor -in -possession shall be
permitted or effective unless the proposed assignee
likewise shall have satisfied (i), (ii), (iii), and (iv) of the
preceding sentence and any such assignment, shall,
without limitation, be subject to the provisions of this
Section. When pursuant to the bankruptcy code the
trustee or debtor -in -possession is obligated to pay
reasonable use and occupancy charges, such charges shall
not be less than the Annual Base Rent, and other charges
specified herein to he payable by Tenant. Neither Tenant's
interest or estate in the Premises herein or created hereby,
nor any lesser interest or estate of Tenant, shall pass to
anyone under any law of any state or jurisdiction without
the prior written consent of Landlord. In no event shall
this Lease, if the Term hereof has expired or has been
terminated in accordance with the provisions of this
Lease, be revived, and no stay or other proceedings shall
nullify, postpone or otherwise affect the expiration or
earlier termination of the Term of this Lease pursuant to
the provisions of this Section or prevent Landlord from
regaining possession of the Premises thereupon in the
event of a bankruptcy. Notwithstanding the foregoing,
Landlord may elect to accept Rent from a receiver,
trustee, or other judicial officer during the Term of their
occupancy in their fiduciary capacity without affecting
Landlord's rights as contained in this Lease, but no
receiver, trustee or other judicial officer shall ever have
any right, title, or interest in or to the above described
property by virtue of this Lease. Landlord shall also be
granted immediate relief from any applicable automatic
stay to seek eviction or other remedies or shall likewise he
entitled to obtain an order authorizing a rejection of the
Lease at Landlord's option which may limit Tenant from
maintaining possession of the Premises, notwithstanding
the institution of bankruptcy.
10
SECTION 18. ACCORD AND SATISFACTION: No payment
by Tenant, or receipt by Landlord, of a lesser amount than
the Rent due hereunder shall be deemed to be other than
on account of the earliest stipulated Rent due, nor shall
any endorsement or statement or any check or any letter
accompanying any check or payment as Rent be deemed
an accord and satisfaction, and Landlord may accept such
check or payment without prejudice to Landlord's right to
recover the balance of such Rent or pursue any other
remedy provided herein or by law. Any letter
accompanying such check that such lesser amount is
payment in full shall be given no effect, and Landlord may
accept such check without prejudice to any other rights or
remedies which Landlord may have against Tenant.
SECTION 19. BINDING TERMS: This Lease shall bind
Landlord and Tenant and their respective assigns or
successors, personal representatives, as the case may be.
The reference in the preceding sentence to the successors
and assigns of Tenant is not intended to constitute consent
to any assignment by Tenant, but as a reference only to
those instances in which Landlord has given written
consent to a particular assignment.
SECTION 20. TIME OF ESSENCE: It is understood and
agreed between the parties hereto that time is of the
essence of this contract and this applies to all terms and
conditions contained herein.
SECTION 21. NOTICE: All notices by the Landlord or the
Tenant, to the other party, shall be delivered by either
hand delivery, or by a nationally recognized courier, such
as FedEx or DIIL, or by the United States Postal Service,
sent Certified Mail, return receipt requested, postage
prepaid, and addressed to the party as follows:
To Landlord:
Internal Services Department
Real Estate Development Division
111 N.W. First Street, Suite 2460
Miami, Florida 33128
Attention: Director
with copy to: Miami -Dade County Attorney's
Office
111 N. W. First Street, 28111 Floor
Miami, Florida 33128
To Tenant:.
City of Miami
444 S.W. 2" Avenue, 3rd Floor
Miami, Florida 33130
with copy to: City of Miami City Attorney's
Office
444 N.W. 2nd Avenue, Suite 945
Miami, Florida 33130
or to such other address as either party may designate in
writing from time to time. If notice is delivered by hand,
and signed by the recipient, the notice shall be deemed
served on the date of such delivery. If notice is sent by
courier, or by Certified Mail, then notice shall he deemed
served three (3) business days after the date the notice was
given to the courier or deposited in a United States Post
Office receptacle.
SECTION 22. NUISANCE; WASTE: Tenant shall not
commit any waste upon the Premises or any nuisance or
other act or thing which may adversely affect Landlord's
fee interest in the Premises. No loudspeakers, stereos,
machinery, mechanical apparatus, or other devices shall
be used or allowed to operate in a manner so as to be heard
or seen outside of the Premises without the prior written
consent of Landlord. Tenant shall ensure, at its sole cost
and expense, that it operates in a manner such that any
odors, smells or noise emanating from its use of the
Premises do not impact neighboring properties. These
remedial measures shall include, without limitation,
installing appropriate ventilation systems and/or
insulation to mitigate such odors, smells or noise, as the
case may be. Tenant covenants and agrees to prevent the
Premises from being used in a way which will injure the
reputation of the Landlord, or which may be a nuisance,
annoyance, inconvenience, or damage to adjacent
landowners and/or occupiers, or in general the
11
neighborhood, including, without limiting the generality
of the foregoing, noise by the playing of any musical
instrument, radio or television, or the use of microphone,
loudspeaker, electrical equipment, or other equipment
outside the Premises or any other noise or odors (e.g.
smoking) from visitors of Tenant.
SECTION 23. RIGHTS OF THE PARTIES: The rights of
the parties under this Lease shall be cumulative, and
failure on the part of either party to exercise promptly any
rights given hereunder shall not operate as a waiver of any
of such party's rights.
SECTION 24. INDEMNIFICATION AND INSURANCE:
Tenant shall indemnify and hold harmless the Landlord
and its officers, employees, agents and instrumentalities
from any and all liability, losses or damages, including
attorneys' fees and costs of defense, which the Landlord or
its officers, employees, agents or instrumentalities may
incur as a result of claims, demands, suits, causes of
actions or proceedings of any kind or nature arising out of,
relating to or resulting from the performance of this Lease
by the Tenant, and/or its employees, agents, partners,
principals, contractors, or subcontractors. Tenant shall
pay all claims and losses in connection therewith and shall
investigate and defend all claims, suits or actions of any
kind or nature in the naive of the Landlord, where
applicable, including appellate proceedings, and shall pay
all costs, judgments, and attorneys' fees which inay issue
thereon. Tenant expressly understands and agrees that
any insurance protection required by this Lease or
otherwise provided by Tenant shall in no way limit the
responsibility to indemnify, keep and save harmless and
defend the Landlord or its officers, employees, agents and
instrumentalities as herein provided.
Prior to occupancy, the Tenant shall furnish to the
Internal Services Department, Real Estate Development
Division, 111 N.W. First Street, Suite 2460, Miami,
Florida 33128, evidence that the Tenant is self -insured. If
Tenant is not self -insured, the then Tenant shall be
required to secure insurance, as described below and
present the Certificate(s) of Insurance which indicate that
insurance coverage has been obtained which meets the
minimum requirements as outlined below:.
A. Workers Compensation Insurance for all
employees of the Tenant as required by Florida
Statutes Section 440.
B. Commercial General Liability Insurance on a
comprehensive basis in an amount not less than
$1,000,000 combined single limit per occurrence
for bodily injury and property damage. Miami -
Dade County must be shown as an additional
insured with respect to this coverage.
C. Automobile Liability Insurance covering all
owned, non -owned, and hired vehicles used in
connection with the work, in an amount not less
than $300,000 combined single limit per
occurrence for bodily injury and property damage.
All insurance policies required above shall be issued by
companies authorized to do business under the laws of
the State of Florida, with the following qualifications:
The company must be rated no less than "A" as to
management, and no less than "Class VII" as to
financial strength, by the latest edition of Best's
Insurance Guide, published by A.M. Best
Company. Oldwick, New Jersey, or its equivalent,
subject to the approval of the County Risk
Management Division.
or
The company must hold a valid Florida Certificate
of Authority as shown in the latest "List of All
Insurance Companies Authorized or Approved to
Do Business in Florida" issued by the State of
Florida Department of Insurance and are members
of the Florida Guaranty Fund.
CERTIFICATE HOLDER MUST READ:
MIAMI-DADE COUNTY
111 N.W. 1st STREET
SUITE 2340
MIAMI, Florida 33128
Compliance with the foregoing requirements shall not
relieve the Tenant of its liability and obligation under this
section or any other section of this Lease.
Tenant shall be responsible for ensuring that the insurance
certificates required in conjunction with this section
remain in full force for.• the duration of this Lease. If
insurance certificates are scheduled to expire during the
Term of this Lease, Tenant shall be responsible for
submitting new or renewed insurance certificates to the
Landlord prior to expiration.
SECTION 25. LANDLORD'S WORD. ON BEHALF OF
TENANT; ADDITIONAL RENT: It is understood and
agreed between the parties hereto that any charges against
Tenant by Landlord for services or for work done on the
Premises by order of Tenant or otherwise accruing under
this Lease shall be considered Additional Rent due and
shall be included in any lien for Rent due and unpaid.
SECTION 26. HAZARDOUS MATERIALS: Razardous
materials shall not be used, generated, handled, disposed
of, discharged or stored on the Premises. The
requirements of this Section may be enforced by
preliminary and permanent, prohibitory and mandatory
injunctions as well as otherwise provided by law or
ordinance. Tenant hereby indemnifies and holds harmless
the Landlord, and Landlord's employees, assigns, vendors,
contractors, agents, against all claims, causes of action,
liability or loss, including reasonable attorneys' fees and
costs on the trial and appellate level, arising out of a
violation by Tenant of this provision. Tenant's
obligations and liabilities under this Section shall survive
the termination of this Lease. In the event the Premises is
located within the boundaries of Miami -Dade County,
Florida, the Director of the Regulatory and
Environmental Resources Department (RER), Division of
Environmental Resources Management (DERM) of
Miami -Dade County, may also enforce the requirements of
this Section.
12
SECTION 27. CORPORATE STATUS: Tenant represents
that any governmental status that it may purport to
have, either at the time of the execution of this Lease or
thereafter, shall be maintained in any and all lawful form.
Tenant shall maintain such governmental status as active
and current with the appropriate county and state
authorities, and in the event Tenant fails to maintain such
status, Landlord shall have the express authorization, at
its sole option, to declare this Lease in default and cancel
this Lease.
SECTION 28. REPRESENTATIONS/WARRANTIES: The
Tenant, as a governmental entity, acknowledges and
hereby agrees that the party and the persons executing
this Lease on its behalf, represent and warrant that the
individuals executing this Lease on behalf of the Tenant
are duly authorized to execute and deliver the Lease on
the Tenant's behalf in accordance with the Tenant's
organizational documents, and that this Lease is binding
upon it in accordance with its terms. Further, each party
warrants that it has the full legal power and authority to
execute and enter into this Lease and to perform all of its
obligations hereunder, and the execution and delivery of
this Lease and the performance of its obligations
hereunder will not conflict with or result in a breach of, or
constitute a default, under any agreement, instrument,
judgment, order or decree to which it is a party or to
which it may be subject. In the event either party fails to
operate as a government entity, at any time during the
Term, without limiting the foregoing it shall be deemed a,
and such breach of warranty, covenant or representation,
the other party may, in addition to any other remedy,
terminate this Lease by written notice to the other party,
upon thirty (30) days' notice.
SECTION 29. LANDLORD AND TENANT
HEREUNDER HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY AGREE
NOT TO WAIVE ANY RIGHT THAT ANY PARTY
MAY HAVE TO A TRIAL BY JURY IN RESPECT TO
ANY LITIGATION BASED HEREON, ARISING OUT
OF, OR RELATED HERETO, WHETHER UNDER
OR IN CONNECTION WITH THIS LEASE OR ANY
AGREEMENT CONTEMPLATED TO BE EXECUTED
IN CONJUCTION HEREWITH, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS
(WEATHER VERBAL OR WRITTEN) OR ACTIONS
OF EITHER PARTY. IN THE EVENT EITHER
PARTY INITIATES LEGAL PROCEEDINGS TO
ENFORCE ANY OF THE TERMS OF THIS LEASE,
EACH PARTY SHALL BE RESPONSIBLE FOR ITS
OWN COST OF SUIT, INCLUDING, BUT NOT
LIMITED TO, COURT COSTS, ATTORNEYS' FEES
AND OTHER EXPENSES AT TRIAL AND ON ANY
APPEAL.
SECTION 30. SUBORDINATION: Landlord and Tenant
hereby agree that this Lease shall be automatically subject
and subordinate to any and all mortgages, deeds of trust
and other instruments in the nature of a mortgage, secured
by the Landlord, either now or at any time hereafter, or
any other lien or liens placed on the property by the
Landlord of which the Premises are a part and Tenant
shall, when requested, promptly execute and deliver such
written instruments that shall be necessary to show the
subordination of this Lease to said mortgages, deeds of
trust or such other instruments in the nature of a
mortgage. Specifically, if requested by Landlord or
Landlord's lender, if any, Tenant shall execute a
subordination, non disturbance and attornment
agreement ("SNDA") on Landlord's form within ten (10)
business days of such request, so long as such SNDA is in a
form reasonably acceptable to Tenant. Tenant shall pay
Landlord Thirty ($30.00) Dollars per day if such a SNDA
is not executed within this ten (10) day period.
Additionally, Tenant agrees that if it shall fail at any time
to execute a SNDA within such ten (10) day period, then
Landlord may, but shall not be required to, in addition to
any other remedy available to Landlord, execute,
acknowledge and deliver such instrutent as Tenant's
attorney -in -fact for that purpose.
SECTION 31. FINANCING AGREEMENTS: The Tenant
hereby acknowledges and agrees that it shall not enter
into, execute or deliver any financing agreement,
arrangement, mortgage, encumbrance, and/or lien upon
the Premises, and/or the Tenant's leasehold interest in the
Premises, without the Landlord's prior written consent to
do so. Further, the Tenant further agrees that any
financing agreement, arrangement, mortgage,
encumbrance, and/or lien upon the Premises, and/or the
Tenant's leasehold interest in the Premises, which might
be approved by the Landlord cannot be considered as a
priority to any mortgage or deed of trust that Landlord
may have placed, or places in the future, upon the
Premises.
13
SECTION 32. LIENS: Tenant shall not permit any type of
lien to be filed against the Premises for any reason
whatsoever. This includes any type of lien for materials,
labor, utilities or anything related to the Premises. If, for
whatever reason, any mechanic's or other lien shall be
filed against the Premises, or any part thereof, purporting
to be for labor or materials furnished or to be furnished at
the request of Tenant, then Tenant shall, at its expense,
cause such lien to be discharged of record by payment,
bond, or otherwise as allowed by law, within seven (7)
calendar days after the filing thereof. If Tenant shall fail
to cause such lien to be discharged of record within such
seven (7) day period, Landlord, in addition to any other
rights and remedies, may, but shall not be obligated to,
cause such lien to be discharged by payment, bond or
otherwise, without investigation as to the validity thereof
or as to any offsets or defenses thereto, and Tenant shall,
upon written demand, promptly within ten (10) calendar
days, pay to Landlord a sum equal to the amount of such
lien(s) and reimburse Landlord for all amounts paid and
costs incurred, including reasonable attorneys' fees and
interest thereon at the maximum legal rate from the
respective dates of Landlord's payment in having such lien
discharged of record and, further, Tenant shall otherwise
indemnify and save Landlord harmless from any claim or
damage resulting therefrom.
SECTION 33. DAMAGE, DESTRUCTION, CASUALTY
(NATURAL DISASTER) AND EMINENT DOMAIN:
Tenant shall be responsible for and shall repair any and all
damage caused to the Premises as a result of Tenant's use
of the Premises or any vandalism, malicious mischief, or
criminal acts thereto. The Tenant shall immediately
notify the Landlord, in writing, upon discovering any
damage and/or destruction to the Premises.
If the Premises is totally or partially destroyed or
damaged as a result of a casualty, disaster (natural or
otherwise) or hazard (a "Casualty Event"), Landlord may,
at its sole option, terminate this Lease by giving Tenant
thirty (30) calendar days' written notice and Landlord
shall have no obligation to rebuild or repair. If the
Premises is not rendered tenantable, either party hereto
may cancel this Lease by written notice, which
cancellation shall be effective upon the receipt of such
notice..
If this Lease is terminated as provided in this Section, all of
Tenant's obligations under this Lease shall cease, effective
from the date of the Casualty Event. If this Lease is not
terminated, and if Tenant remains open for business in any
portion of the Premises after a Casualty Event, Tenant shall
be obligated to pay Rent, maintain the Premises, and pay
for all expenses related to the Premises. All construction
and/or repairs by Tenant shall be made in a manner
consistent with and in accordance with all applicable codes
and industry standards. Such damage shall be repaired in
architecture and quality consistent with conditions
existing prior to the damage and with facilities and
amenities comparable to such structure being replaced.
If this Lease is not terminated, Tenant shall immediately
repair the Premises to the extent damaged by such an
event. In connection with the foregoing, Tenant shall be
responsible for the exterior of the Premises, as well as the
interior, including replacing or restoring any damaged
windows, doors, HVAC equipment, and restoring all other
furniture, fixtures and equipment, and signs after the
occurrence of a Casualty Event. During periods of
hurricane or tropical storm watches and/or warnings,
Tenant shall be responsible for installing hurricane
shutters and otherwise protecting the Premises, such as
utilizing all appropriate means of protection, at its sole
cost and expense.
In the event the Premises, or a substantial portion thereof,
is taken by any condemnation or eminent domain
proceeding (a "Taking") whereby the same is rendered
untenantable, the parties hereto shall have the right to
terminate this Lease without further liability on the part
of Landlord or Tenant as of the date of the Taking, by
providing thirty (30) calendar days written notice from
the date of such Taking. If this Lease is not terminated,
and if Tenant remains open for business in any portion of
the Premise after a Taking, Tenant shall be obligated to
pay Rent and all expenses in proportion to the square
footage of the Premises which remains tenantable after a
Taking, and Rent and all expenses shall be reduced in
proportion to the square footage of the Premises rendered
untenantable. Any award of proceeds resulting from a
condemnation or sale in lieu thereof of the whole or part of
the Premises will belong to Landlord and Tenant as their
respective rights might appear. Provided, however, that
Landlord is not entitled to any award specifically made to
Tenant for the taking of Tenant's fixtures, furniture, or
leasehold improvements.
SECTION 34. LATE CHARGES; CHRONIC LATE
PAYMENTS OR DEFAULTS; RETURNED CHECK FEES:
Landlord shall have the option to assess a returned check
fee in the amount of One hundred ($100.00) Dollars, and a
service charge, in the amount of Twenty-five ($25.00)
Dollars, should the Tenant issue a check to the Landlord,
which is not honored by the Tenant's banking institution.
SECTION 35. DEFAULT: Tenant shall be in default under
this Lease if it fails to (i) make timely payments of Rent or
any other sums due hereunder, or to (ii) faithfully observe
all terms, covenants, rules and regulations contained in
this Lease, or such other uniform and non-discriminatory
rules or regulations as may be hereafter made and
promulgated by Landlord. Further, in the event of a
default, the Tenant acknowledges and agrees that in
addition to the Landlord's rights pursuant to Section 36,
Termination by Landlord, the Landlord shall have the
following rights.
14
In the event of any default by Tenant remaining uncured
past any applicable cure period, notwithstanding any
waiver of any former breach of covenant or waiver of the
benefit hereof or consent in a former instance, Landlord
may immediately perform any and/or all of the following:
(1) without terminating this Lease, cure Tenant's default,
including, but not limited to, making any and all
maintenance and repairs, at Tenant's cost and expense,
and/or (2) without terminating this Lease, re-enter the
Premises and repossess the Premises, with all additions,
alterations and improvements, and Landlord may at its
option, repair, alter, remodel and/or change the character
of the Premises as it inay reasonably deem fit; (3)
terminate this Lease upon written notice to Tenant, and
thereafter relet the Premises or any part or parts thereof;
and/or (4) terminate this Lease upon written notice to
Tenant; and/or (5) exercise any other remedies otherwise
available to Landlord provided herein, or at law or in
equity. All rights and remedies available to Landlord
shall be cumulative and non-exclusive.
The exercise by Landlord of any right granted in this
Section shall not relieve Tenant from the obligation to
make all Rent payments, and to fulfill all other covenants
and/or obligations required by this Lease, at the time and
in the manner provided herein. The Tenant throughout
the remaining Term hereof shall pay Landlord, no later
than the last day of each month during the Term, the then
current excess, if any, of the sum of the unpaid rentals and
costs to Landlord resulting from such default by Tenant
over the proceeds, if any, received by Landlord from such
reletting, if any, but Landlord shall have no liability to
account to Tenant for any excess. Landlord shall not be
required to relet the Premises nor exercise any other right
granted to Landlord hereunder, nor shall Landlord be
under any obligation to minimize Tenant's loss as a result
of Tenant's default, but will nonetheless use commercially
reasonable good faith efforts to mitigate damages. If
Landlord attempts to relet the Premises, Landlord shall be
the sole judge as to whether or not a proposed tenant is
suitable and acceptable. After being disposed or ejected
therefrom by process of law or under the terms of this
Lease, Tenant hereby waives and surrenders all rights and
privileges which it might have under or by reason of any
present or future law to redeem the Premises or to have
continuance of this Lease for the Term hereby granted.
Tenant covenants and agrees, notwithstanding any
termination of this Lease as aforesaid or any entry or re-
entry by Landlord, whether by summary proceedings,
termination, or otherwise, to pay and be liable for on the
days originally fixed herein for the payment thereof,
amounts equal to the several installments of Rent and
other charges reserved as they would, under the terms of
this Lease, become due if this Lease had not been
terminated or if Landlord had not entered or re-entered, as
aforesaid, and whether the Premises be relet or remain
15
vacant, in whole or in part, or for a period less than the
remainder of the Term.
Should Tenant fail to occupy, vacate, or abandon the
Premises at any time during the term of this Lease,
Landlord shall be permitted to immediately take
possession of the Premises.
Upon any default, and after the expiration of any cure
period, as described in Section 36 of this Lease, the
Landlord may, with or without judicial process, enter the
Premises and take possession of any and all goods,
inventory, equipment, fixtures and all other personal
property of Tenant situated in the Premises without
liability for trespass or conversion, and may sell or
otherwise dispose of any and all such property after thirty
(30) calendar days' notice to Tenant, which notice shall
constitute reasonable and sufficient notice. The proceeds
of any such sale or disposition shall be applied first to the
payment of all costs and expenses of conducting the sale
and/or caring for and/or storing said property, including
attorneys' fees; second, toward the payment of any
indebtedness, including (without limitation) indebtedness
for rent, which may be due or become due to Landlord;
and third, to pay Tenant, on demand in writing, any
surplus remaining after all indebtedness of Tenant to
Landlord has been fully paid, so long as Tenant in fact
makes such demand within sixty (60) calendar days of any
such sale or disposition of property.
Upon any default, Landlord may perform, on behalf of
and at the expense of the Tenant, any obligation of
Tenant under this Lease which Tenant has failed to
perform and of which Landlord shall have given Tenant
notice of, the cost of which performance by Landlord,
together with interest thereon, at the highest legal rate of
interest as permitted by the State of Florida, and shall be
immediately payable by Tenant to Landlord.
If this Lease is terminated or cancelled by Landlord,
Tenant nevertheless shall remain liable for any and all
rent and damages which may be due, become due or
sustained by Landlord, along with any and all reasonable
costs, fees, and expenses including, but not limited to,
attorneys' fees, costs and expenses incurred by Landlord
in pursuit of its remedies hereunder, or in renting the
Premises or.• a portion thereof to others.
All rights and remedies of Landlord under this Lease shall
be cumulative and shall not be exclusive of any other
rights and remedies provided to Landlord under applicable
law. brought a frivolous and/or baseless claim or
defense.
The Tenant further acknowledges and agrees that should
the Landlord elect to terminate, or otherwise cancel, this D.
Lease due to any breach by the Tenant, the Tenant shall
not be entitled to any type of compensation or
reimbursement for any improvements made to the
Premises by the Tenant, and/or for the value of the
remaining Term.
SECTION 36. TERMINATION BY LANDLORD:
In addition to the Landlord's rights pursuant to Section
35 above, the occurrence of any of the following shall
cause this Lease to be terminated by the Landlord upon
the terms and conditions also set forth below:
A.
1)
2)
3)
4)
B.
Automatic Termination:
Institution of proceedings in voluntary
bankruptcy by the Tenant.
Institution of proceedings in involuntary
bankruptcy against the Tenant if such proceedings
continue for a period of ninety (90) days.
Assignment by Tenant for the benefit of creditors.
Failure of Tenant to maintain its governmental
status.
Termination after ten (10) calendar days from
receipt by Tenant of written notice by certified or
registered mail sent to Tenant for any of the
following:
Non-payment of any sum or sums due hereunder
after the due date for such payments; provided,
however, that such termination shall not be
effective if Tenant makes the required payment(s)
during the ten (10) calendar day period from date
of the written notice.
Notice of any condition posing a threat to health
or safety of the public or patrons and not remedied
within the ten (10) calendar day period from date
of written notice.
C. Termination after fourteen (14) calendar days
from receipt by Tenant of written notice by
certified or registered snail sent to the Tenant for
the following:
1) Non-performance of any covenant of this Lease
other than non-payment of rent and others listed
in A and B above, and failure of the Tenant to
remedy such breach within the fourteen (14)
calendar day period from receipt of the written
notice, or where a court finds that the Tenant has
E.
A final determination in a court of law in favor of
the Landlord in litigation instituted by the Tenant
against the Landlord, or brought by the Landlord
against Tenant (termination shall be at the option
of the Landlord).
Landlord, through its County Mayor or Mayor's
designee, in accordance with Section 54 of this
Lease, shall have the right to terminate or cancel
this Lease or any portion thereof, at any time, and
for any reason whatsoever, by giving the Tenant
one hundred eighty (180) calendar days written
notice of such termination/cancellation prior to its
effective date. Should the term of this Lease, at
the time the Landlord elects to provide the Tenant
with notice of termination/cancellation, be equal
to or less than one hundred eighty (180) calendar
days, then notice shall be commensurate with the
remaining term of this Lease.
SECTION 37. TERMINATION BY TENANT: The Tenant
shall have the right to cancel this Lease, upon one
hundred eighty (180) calendar days prior written notice to
the Landlord.
SECTION 38. LEASEHOLD IMPROVEMENTS UPON
LEASE EXPIRATION OR TERMINATION: Tenant shall
at the expiration or other termination of this Lease
remove all of Tenant's goods, furniture, trade fixtures and
effects, and other personal property from the Premises,
(including, without hereby limiting the generality the
foregoing, all signs and lettering affixed or painted by
Tenant, either inside or outside the Premises). All other
improvements made by Tenant to the Premises shall
remain. All electrical connections from Tenant's sign shall
be capped and the exterior facade surface of the sign area
shall be made weather -tight and be restored to a like -new
condition that is consistent with the rest of the facade
(including any necessary cleaning, painting and/or
patching of the surface). In the event any obligations are
due and owing to Landlord at the time Tenant seeks to
vacate the Premises, the Tenant shall first notify the
Landlord, as required by this Lease, and the Landlord
shall be entitled to exercise any and all rights as Landlord
against Tenant's personal property in order to satisfy all
such obligations. Furthermore, Tenant also agrees to
repair any damage caused to the Premises by the removal
of its personal property. Anything attached to the
Premises by electrical, plumbing or gas connections or
16
anything attached to the ceilings, walls and floors
(including any carpeting) will remain the property of
Landlord and shall not be removed from the Premises by
Tenant. Any special equipment servicing the Premises,
including on the roof or exterior of the Premises (e.g. fire
suppression systems, shall not be removed without
Landlord's written prior consent. Any removal of such
equipment without Landlord's prior written consent will
result in Landlord charging Tenant for the cost of such
equipment as new, as Additional Rent due.
SECTION 39. RETURN OF PREMISES: If the Expiration
Date occurs on a weekend day or a federal or county
holiday, the Premises shall be returned to the Landlord in
accordance with this Section no later than 5:00 p.rn. on or
before the last business day prior to such weekend day or
federal or county holiday. On or before the specified time,
Tenant shall deliver to Landlord the Premises, including
all keys, locks thereto, and other fixtures connected
therewith and all alterations and additions made to or
upon the Premises, in good condition subject to reasonable
wear and tear (including being broom swept/vacuumed),
damage by fire or other casualty only excepted. In the
event of Tenant's failure to remove any of Tenant's
personal property from the Premises, Landlord is hereby
authorized without liability to Tenant for loss or damage
thereto, and at the sole risk and cost of Tenant, to remove
and store any of the personal property at Tenant's
expense, or to retain same under Landlord's control or to
sell at public or private sale, with reasonable notice or as
specified in this Lease, and any or all of the personal
property not so removed, and if sold at a public or private
sale, the net proceeds of such sale shall be first applied to
the payment of any sum due hereunder, including the cost
of storage, and the remaining amount, if any, shall be paid
to Tenant.
SECTION 40. MODIFICATION, INTEGRATION AND
INTERPRETATION: This Lease contains the entire
agreement between the parties hereto and all prior
negotiations. All negotiations, agreements, considerations,
representations, and understandings between Landlord
and Tenant are incorporated herein and may be modified
or altered only by agreement in writing between Landlord
and Tenant, and no act or omission of any employee or
agent of Landlord and/or Tenant shall alter, change, or
modify any of the provisions hereof. Tenant specifically
acknowledges that it has freely negotiated this Lease and
that it has not been influenced to enter into this
transaction. Tenant acknowledges tliat it has not relied
upon any warranties or representations not specifically set
forth in this Lease. Tenant specifically acknowledges that
the condition of the Premises or any building of which the
Premises are a part are not a significant inducement for
entering into this Lease. Tenant further acknowledges that
Landlord's repair and/or maintenance of the Premises, or
lack thereof, or any building of which the Premises may be
part, is not a significant inducement for entering into this
Lease. In any controversy, dispute, or contest over the
meaning, interpretation, validity, or enforceability of this
Lease or any of its terms or conditions, there shall be no
inference, presumption, or conclusion drawn whatsoever
against either party by virtue of that party having drafted
this Lease or any portion thereof. The parties to this Lease
agree that the terms of this Lease shall not be more
strictly construed against Landlord, or more favorably for
Tenant, notwithstanding Landlord's presentation of this
Lease.
SECTION 41. QUIET ENJOYMENT: Tenant, on paying
the rental and performing the conditions hereof, shall and
may peaceably and quietly have, hold and enjoy the
Premises throughout the term of the lease, without
hindrance or molestation by Landlord.
17
SECTION 42. RULES AND REGULATIONS AND TENANT
OBLIGATIONS: Landlord reserves the right to
promulgate, and Tenant agrees to comply with reasonable
non-discriminatory Rules and Regulations for the
Premises, including but not limited to the following:
a) Tenant is expressly prohibited from placing, erecting, or
maintaining any sign, lettering, or advertising devices on,
in, or about the windows or doors of the Premises other
than as specifically permitted in this Lease.
b) Tenant will not install any equipment which exceeds
the capacity of the utility lines leading into the Premises
or the building of which the Premises constitutes a
portion.
c) Tenant shall give Landlord prompt: written notice of
any accident, fire, or damage occurring on or to the
Premises and shall immediately process its claim through
its insurance carrier, if applicable, to promptly restore the
Premises.
d) Tenant shall immediately notify the Landlord prompt
of any incident in which someone is seriously injured or
dies on or about the Premises, irrespective of the cause of
injury or death. For the purposes of this Section, serious
injury is any injury that results in hospitalization, wound
care, and/or surgery.
e) No radio, television, fiber-optic cable, satellite dish or
other similar device shall be installed without obtaining in
each instance, the written consent of Landlord. No aerial
or satellite dish shall be erected on the roof or exterior
walls of the building, or on the grounds without
Landlord's written consent. Any aerial or satellite dish so
installed without such written consent of Landlord shall
be removed promptly at the direction of Landlord. If
Landlord removes such equipment, Landlord shall not be
liable for such removal and disposal of such equipment.
f) The plumbing facilities shall not he used for any other
purpose than for which they are constructed. No foreign
substance of any kind shall be permitted therein, and the
expenses of any breakage, stoppage, or damage resulting
from a violation of this provision shall be borne by
Tenant. Tenant shall be responsible for repairing all
plumbing and electrical lines inside or outside of the
Premises. Also, Tenant shall be responsible for the annual
inspection and maintenance of the backflow preventer and
the grease traps servicing the Premises, if applicable.
g) The Tenant shall he responsible for the timely
maintenance to the Premises including, but not limited to
pest control, landscaping, janitorial, and the general
upkeep of the Premises.
Tenant agrees that Landlord may from time to time to
suspend, amend or supplement the foregoing rules and
regulations, and to adopt additional reasonable rules and
regulations applicable to the Premises. Notice of such
rules and regulations and amendments and supplements
thereto, if any, shall be given to Tenant.
SECTION 43. LANDLORD'S DEFAULT: Landlord shall in
no event be in default in the performance of any of
Landlord's obligations hereunder unless and until
Landlord shall have failed to perform such obligations
within thirty (30) calendar days of written notice from
Tenant, or such additional time as is reasonably required
to correct any such default after written notice by Tenant
properly specifying wherein Landlord has failed to
perform such obligation.
SECTION 44. AIR QUALITY; RADON GAS; MOLD:
Landlord makes no warranties or representations
regarding indoor air quality or condition within the
Premises or the building. Furthermore, Landlord shall
have no responsibility regarding indoor air quality or
condition (through Rent offset by Tenant or otherwise),
such responsibility being solely that of Tenant. Tenant has
conducted or has had the opportunity to conduct all
testing regarding indoor air quality and condition, and
hereby releases Landlord for any claim therefor. In
compliance with §404.056, Florida Statutes, Tenant is
hereby made aware of the following: Radon Gas is a
naturally occurring radioactive gas that, when it has
accumulated in a building in sufficient quantities, may
present health risks to persons who are exposed to it over
time. Levels of Radon that exceed federal and state
guidelines have been found in buildings in Florida.
Additional information regarding Radon Gas, and Radon
testing, may be obtained from your county public health
unit. Tenant further acknowledges that mold and fungi
are naturally occurring conditions and that mold or fungi
may be present in the Premises at the commencement of
this Lease and/or may be found or otherwise identified in
the Premises sometime during the Term. For the purposes
hereof, fungi shall include any type or form of fungus,
including mold or mildew and any mycotoxins, spores,
scents or byproducts produced or released by fungi.
Tenant acknowledges and agrees to indemnify and hold
Landlord harmless from any bodily injury or property
damages caused by exposure to radon, mold or fungi,
regardless if any other cause, event, material or product
contributed concurrently or in any sequence to such injury
or damages. All costs associated with testing, abating,
removing, containing, neutralizing, treating, or in any
way responding to or assessing the effects of radon, mold
or fungi in the Premises shall be borne exclusively by
Tenant, and Tenant expressly indemnifies and holds
Landlord harmless from and against any and all costs and
expenses related to such activities. Tenant acknowledges
that it has had an opportunity to inspect the Premises and
accepts it in its "AS IS" "WIIERE IS" condition, with
any and all faults.
18
SECTION 45. INDEPENDENT COVENANT: Each and
every Rent obligation Tenant is obligated for under the
terms of this Lease shall be deemed to be independent
covenants to Landlord and shall remain independent
covenants notwithstanding any other obligation Landlord
may have to Tenant under the Lease.
SECTION 46. DISPLAY RESTRICTIONS: Tenant will
display and maintain the Premises in a first class manner
at all times. Tenant cannot display any items or
merchandise outside the Premises for sale including at the
front door and along the sidewalk of the Premises.
SECTION 47. SIGNAGE/ADVERTISING: The Tenant
agrees that all signs placed on the doors or windows or
elsewhere about the Premises, which are visible from
outside of the Premises, or upon any part of a building,
including building directories, shall be subject to the
approval of the Landlord, which approval shall not be
unreasonably withheld or delayed. The Tenant shall be
entitled to have its name displayed on any and all existing
building directory, if any, at the Tenant's sole cost and
expense, and any requested changes thereto by the Tenant
shall also be at the Tenant's sole cost and expenses. The
Tenant further agrees that all signs must comply with
local zoning and building department ordinances, codes
and regulations. Landlord reserves the right to review all
signs and must provide written approval of all shop
drawings prior to submission for permit applications.
The following signs are prohibited:
(1) flashing lights or animated signs, (2) audible devices
and temperature signs, (3) all Styrofoam, plastic, foam
and wood signs, (4) all paper signs and banners of any kind
(unless professionally prepared), (5) no flood lights, flags,
pennants or signs held by ropes, (6) no window signage,
and (7) balloons, sandwich boards, sidewalk signs,
portable signage, signs, characters or mascots, parking lot
signage and the like.
All signs are to be constructed at Tenant's sole cost and
expense (including all costs associated with the
preparation of the facade and/or removal of the existing
signage and for connecting the electricity to the sign) and
installed only with proper permits and approvals by
licensed sign and electrical contractors, which signs shall
he deemed a fixture to the Premises. Tenant may not
penetrate the building or facade in order to install signs.
At Lease expiration, if Landlord so requires, the Tenant's
signage must remain at the Premises until a subsequent
tenant installs substitute signage unless otherwise directed
by Landlord. Tenant shall be responsible for the removal
of its signage, including cleaning and painting the facade
behind the removed signs. Any failure to comply with the
foregoing sentence shall result in the Tenant reimbursing
Landlord for its cost to repair the facade in the amount of
up to Two Thousand Five Hundred ($2,500.00) Dollars.
SECTION 48. NON -WAIVER PROVISION: No assent,
express or implied, by either party to any breach of any
agreement or condition herein contained on the part of the
applicable party to be performed or observed, and no
waiver, express or implied, of any such agreement or
condition, shall be deemed to be a waiver of or assent to
any succeeding breach of the same of any other agreement
or condition; the acceptance by Landlord of Rent or other
payment hereunder or silence by Landlord as to any
breach shall not be construed as waiving any of Landlord's
rights hereunder unless such waiver shall be in writing.
SECTION 49. OPTION TO RENEW: Provided this Lease is
not otherwise in default and subject to the provisions
hereinafter set forth, the Tenant has the option to extend
the Term of this Lease for two (2) additional ten (10) year
renewal periods, on the same terms, conditions, and
provisions as contained in this Lease.
19
SECTION 50. USE OF ADDITIONAL AREAS: The use and
occupation of the Premises shall include the exclusive use
of the entire property as defined in the Basic Lease
Provisions, Section E, and no other area(s).
SECTION 51. TENANT'S TAXES AND ASSESSMENTS:
Tenant agrees to pay to the local tax authorities and other
governmental agencies, throughout the Term of this Lease
and any renewal thereof, all personal property taxes which
may be levied against the Tenant's leasehold interest in
the Premises, as well as Tenant's merchandise, trade
fixtures and other personal property in and about the
Premises. Further, Tenant shall also be responsible for any
and all sales taxes and real estate taxes as assessed against
the Premises and/or this Lease. THE ANNUAL RENT
DOES NOT INCLUDE STATE OF FLORIDA SALES
TAX (WHICH IS CURRENTLY SEVEN (7%)
PERCENT FOR MIAMI-DADE COUNTY, OF TIIE
RENTAL AMOUNT, UNLESS THE TENANT
PROVIDES A CONSUMER'S CERTIFICATE OF
EXEMPTION FROM TIIE STATE OF FLORIDA,
DEPARTMENT OF REVENUE EXEMPTING THE
TENANT FROM THE PAYMENT OF SALES TAX ON
THE RENTAL CHARGES.
SECTION 52. FORCE MAJEURE: Neither Landlord nor
Tenant shall be liable for failure to perform any obligation
under this Lease, except for the payment of money, in the
event it is prevented from so performing by strike,
lockout, breakdown, accident, order or regulation of or by
any governmental authority or failure to supply or
inability by the exercise of reasonable diligence to obtain
supplies, parts or employees necessary to furnish such
services or because of war or for any other cause that is
completely beyond its reasonable control, but financial
inability shall never be deemed to he a cause beyond a
party's control, and in no event shall either party be
excused or delayed in the payment of any money due
under this Lease by reason of any of the foregoing.
SECTION 53. ADA/HANDICAPPED; CODE UPGRADES:
Tenant agrees, at its sole expense, to comply promptly
with all current and future requirements, laws, ordinances,
regulations or codes of any legally constituted authority
that may have authority over the Premises, including any
ordinances or requirements for handicapped access leased
to, from, or inside of the Premises. Tenant shall he
responsible for upgrading the Premises for any code
upgrades that may be enacted in the future. With regards
to the physical structure of the Premises, Tenant will
comply with all requirements to make necessary
modifications that are within the confines of the Premises.
Tenant acknowledges that it will comply with the terms
and conditions of the federal Americans with Disabilities
Act ("ADA"), along with any and all amendments, and/or
additions, as well as with any and all Florida accessibility
requirements, including, but not limited to, the Florida
Americans with Disability Accessibility Implementation
Act, including sections 553.501-553.513, Florida Statutes,
and shall immediately bring the physical components of
the Premises into compliance upon request. Tenant
acknowledges and agrees that Landlord shall have no
obligation in any manner to Tenant or any claimants on
behalf of Tenant for any upgrades for or to the Premises
and/or any access leading to or from the Premises.
SECTION 54. SECURITY: Tenant acknowledges and agrees
that Tenant assumes any and all responsibility and
liability for the security of the Premises, as well as for the
security of its employees, agents, guests, invitees, as well
as for any and all of the Tenant's personal property,
including, but not limited to furniture, fixtures, and
equipment within or about the Premises. Tenant, at its
option, may enlist its own security personnel, and install
its own security devices within or about the Premises.
SECTION 55. CANCELLATION BY LANDLORD: The
Landlord shall have the right to cancel/terminate this
Lease at any time and for any reason by giving the Tenant
at least one hundred eighty (180) calendar days' written
notice prior to its effective date.
SECTION 56. HOLDOVER: In the event the Tenant
remains in the possession of the Premises after the
expiration date, or the earlier termination of this Lease,
and without the Landlord's prior written consent for any
renewal of this Lease, the Tenant shall be deemed to he in
holdover, and on a month -to -month tenancy, subject to
all of the conditions of this Lease except for the amount,
and the payment of Rent. The parties agree that the
damage to the Landlord resulting from any failure by the
Tenant to timely surrender possession of the Premises will
be substantial, will exceed the amount of the Rent
payable under this Lease, and will be impossible to
measure accurately. The Tenant, therefore, acknowledges
and hereby agrees that if possession of the Premises is not
surrendered to the Landlord upon the expiration date, or
earlier termination of this Lease, in addition to any rights
or remedies the Landlord may have under this Lease, or at
law, or in equity, the Tenant shall pay to the Landlord, as
liquidated damages for each month, and for each portion
of any month during which the Tenant is in holdover, a
sum equal to the last month's Rent prior to the expiration
of this Lease, on a monthly basis, during the period of
holdover, so long as the parties are working toward
entering into a new lease agreement for the Premises.
Nothing herein shall be deemed to permit the Tenant to
retain possession of the Premises after the expiration date,
or the earlier termination of this Lease. Further, the
Tenant also agrees that as a result of any holdover, the
Tenant shall defend, indemnify, and hold the Landlord
harmless from and against any and all claims, suits,
actions liabilities, losses, costs and expenses of any kind
suffered by the Landlord, as a result of the Tenant holding
over. This paragraph shall survive the expiration date, or
earlier termination of this Lease.
20
SECTION 57. NO OFFER: THE PRESENTATION OF
THIS LEASE BY LANDLORD DOES NOT
CONSTITUTE AN OFFER WHICH MAY BE
ACCEPTED BY TENANT, THIS LEASE ONLY
BECOMES VALID, BINDING AND EFFECTIVE
UPON EXECUTION AND DELIVERY OF THIS
LEASE BY BOTH LANDLORD AND TENANT.
FURTHER, EMPLOYEES OR AGENTS OF
LANDLORD HAVE NO AUTIIORITY TO MAKE, OR
AGREE TO MAKE, A LEASE OR ANY OTHER
AGREEMENT OR UNDERTAKING IN
CONNECTION HEREWITH.
SECTION 58. ESTOPPEL CERTIFICATES: Tenant agrees,
at any time and from time to time, upon not less than ten
(10) business days' prior written request by Landlord, to
execute, acknowledge and deliver to Landlord a statement
in writing certifying that this Lease is unmodified and in
full force and effect (or, if there have been modifications,
that the same are in full force and effect as modified and
stating the modifications), that no uncured defaults exist
hereunder (or if any such defaults exist, specifying the
same), and the dates to which the rent and other charges
due hereunder have been paid in advance, if any, it being
intended that any such statement delivered pursuant to
this Section may be relied upon by any prospective
purchaser or mortgagee of, or assignee of any mortgage
upon, the building. If such an estoppel is not executed
within this ten (10) business day period, in addition to
other default remedies provided herein, Tenant shall pay
Landlord an amount equal to Thirty ($30.00) Dollars per
day for each day of delay. Further, Tenant agrees that if
it shall fail at any time to execute, acknowledge and
deliver any such instrument within ten (10) business days
after request, then Landlord may execute, acknowledge
and deliver such instrument as the attorney -in -fact of
Tenant; and Tenant hereby makes, constitutes, and
irrevocably appoints Landlord its attorney -in -fact for that
purpose.
SECTION 59. NON-DISCRIMINATION: The Tenant for
itself, and its successors and assigns, as a part of the
consideration hereof, does hereby covenant and agree that:
A. In the use of Premises, Tenant will comply with
Resolution No. 9601 dated March 24, 1964, which
states that as a matter of policy, there shall be no
discrimination based on race, color, creed, gender,
or national origin, and Resolution No. 85-92 dated
January 21, 1992, which states that there shall be
no discrimination on the basis of disability in
connection with any of the Landlord's property or
facilities operated or maintained under lease
agreements, license, or other agreement from
Miami -Dade County or its agencies. No person, on
the grounds of race, sex, age, color, gender,.
national origin, or physical handicap, shall be
excluded from participation therein, or be denied
the benefits thereof, or be otherwise subjected to
discrimination.
B. In the construction of any improvements on, or
under such land, and in the furnishings of services
thereon, no person on the grounds of race, sex,
age, gender, national origin, or physical handicap,
shall be excluded from participation therein or be
denied the benefits accruing therefrom, or be
otherwise subjected to discrimination.
C. The Tenant shall use the Premises in compliance
with all other requirements imposed by or
pursuant to Title 45, Code of Federal Regulations,
21
Article 80, Non-discrimination under programs
receiving federal assistance through the
Department of Health, Education and Welfare —
Effectuation of Title VI of the Civil Rights Acts of
1964, and said regulations may be amended.
D. In the event of breach of any of the above non-
discrimination covenants, the Landlord shall have
the right to terminate this Lease and to avail itself
of any of the remedies set forth herein for default
of this Lease, or available at law, or in equity. This
provision shall not be effective until the
procedures of Title 45, code and Federal
Regulations, Part 80 are followed and completed
including exercise or expiration of appeal rights.
E. The Tenant shall not discriminate against any
employee or applicant for employment to be
employed in the performance of the contract, with
respect to his hire, tenure, conditions or privileges
of employment or any matter directly or indirectly
related to employment, because of age, sex, or
physical handicap, except where based on a bona
fide occupation qualification or because of marital
status, race, color, religion, national origin, or
ancestry. The Tenant is not responsible for
discrimination against the physically handicapped
employee or applicant for employment if the
Landlord fails to provide facilities which meet the
requirements of Section 504.
F. Tenant agrees, in accordance with Chapter 11A of
the Miami -Dade County Code, that it shall not
discriminate against any employee, subtenant,
person, etc. on the basis of race, color, religion,
ancestry, national origin, sex, disability, marital
status, familial status, sexual orientation, gender
identity or gender expression, or status of domestic
violence, dating or stalking.
SECTION 60. MISCELLANEOUS:
A. CAPTIONS AND SECTION NUMBERS: The
captions in this Lease are for convenience of
reference only and shall not define, modify,
explain, amplify, augment, or limit the provisions,
interpretation, construction, or meaning hereof.
B. CONSTRUCTION OF CERTAIN TERMS: As used in
this Lease, the word "person" shall mean and
include where appropriate, any individual,
corporation, partnership or other entity; the plural
shall be substituted for the singular, and the
singular for the plural, where appropriate; and
words of any gender shall mean and include any
other gender.
C. COUNTERPARTS: This Lease and any
amendment hereof may be executed in several
counterparts and by each party on a separate G.
counterpart, each of which when so executed and
delivered shall be an original, and all of which
together shall constitute one instrument.
D. LIMITATION OF LIABILITY: The term
"Landlord" as used in this Lease, so far as covenants
or obligations to be performed by Landlord are H.
concerned, shall be limited to mean and include only
the owner or owners at the time in question of the
Premises, and in the event of any transfer or
transfers of tithe to the Premises, the Landlord (and
in case of any subsequent transfers or conveyances,
the then grantor) shall be concurrently freed and I.
relieved from and after the date of such transfer or
conveyance, without any further instrument or
agreement, of all liability as respects the
performance of any covenants or obligations on the
part of Landlord contained in this Lease thereafter
to be performed, it being intended hereby that the
covenants and obligations contained in this Lease on
the part of Landlord, shall, subject as aforesaid, be
binding on Landlord, its successors and assigns, only
during and in respect of their respective successive J.
periods of ownership of said leasehold interest or fee,
as the case may be. Tenant, its successors and
assigns, shall not assert nor seek to enforce any
claim for breach of this Lease against any of
Landlord's assets other than Landlord's interest in
the Premises, and in the rents, issues and profits K.
thereof, and Tenant agrees to look solely to such
interest for the satisfaction of any liability or claim
against Landlord under this Lease, it being
specifically agreed that in no event whatsoever shall
Landlord, and Landlord's assigns, employees, L.
vendors, contractors, agents, ever be personally
liable for any such liability.
E. RECORDING: The parties hereto agree not to
record this Lease.
F. CONFIDENTIALITY: Landlord and Tenant
acknowledge and agree that because the Landlord
22
is a governmental entity, any and all information
pertaining to this Lease is subject to be disclose to
others, and is subject to all public records laws,
which, include but are not be limited to, Chapter
119, Florida Statutes, and therefore none of the
information contained herein is, or shall be
considered, confidential.
SUCCESSORS AND ASSIGNS: The covenants and
agreements of this Lease shall, subject to the terms
of this Lease to the contrary, be binding upon and
inure to the benefit of the parties hereto and their
respective successors and assigns, as the case may
be.
LANDLORD -TENANT RELATIONSHIP: Landlord
and Tenant are not creating a joint venture or
partnership by the provisions of the Lease and they
are and at all times shall remain in the relationship
of Landlord and Tenant.
PARTIAL INVALIDITY OR
UNENFORCEABILITY: The invalidity of one or
more of the provisions of this Lease shall not affect
the remaining portions of this Lease; and, if any one
or more of the provisions of this Lease should be
declared invalid by final order, decree or judgment
of a court of competent jurisdiction, this Lease shall
be construed as if such invalid provisions had not
been included in this Lease.
BROKERS: Other than in connection with any
brokers listed in the Basic Lease Provisions, there
are no brokerage commissions due under this
Lease or that shall become due upon the renewal
or extension of this Lease.
GOVERNING LAW: This Lease shall be governed
by and construed and enforced in accordance with
the laws of the State of Florida and venue for all
actions shall lie in Miami -Dade County, Florida.
MULTIPLE TENANT SIGNATORIES: In the event
this Lease is executed in an individual capacity by
more than one signatory for Tenant and same
needs to be modified, canceled, terminated, or
otherwise amended, or in the event Landlord
requires written authority on behalf of the Tenant
for any reason whatsoever, all parties comprising
the Tenant hereby irrevocably acknowledge the
grant of formal authority to any and all other
parties comprising the Tenant to execute any
document, modification, cancellation, termination,
amendment to this Lease or other matter requiring
a signature of the Tenant, on their behalf, without
their signature or any other action by
them. Consequently, it shall only be necessary for
Landlord to obtain the signature of ONE of the
parties comprising the Tenant hereunder in order
to bind the Tenant hereunder. Therefore, one
signature on behalf of the Tenant shall bind all
parties comprising the Tenant hereunder to any
document, modification, cancellation, termination,
amendment or other matter requiring a signature
of the Tenant.
M. ENTIRE AGREEMENT: This Lease, including all
exhibits attached hereto, contains the entire
agreement of the parties hereto with respect to the
matters covered thereby. This Lease cancels,
voids, and nullifies all prior lease agreements,
addendums, written agreements and oral
agreements between the parties. This Lease may
not be amended, modified or supplemented except
by written instrument executed by Landlord and
Tenant, and approved by the Miami -Dade County
Board of County Commissioners.
N. TELECOPIED AND EMAILED SIGNATURE
PAGES: In order to expedite the transaction
contemplated herein, telecopied or emailed
signatures may he used in place of original
signatures on -this Lease. The parties intend to be
bound by the signatures on the telecopied
document, are aware that the other party will rely
on the telecopied or emailed signatures and hereby
waive any defenses to the enforcement of the
-terms of this Lease based on the form of signature.
0. REPRESENATION BY COUNSEL: The parties
hereby acknowledge and agree that each was
properly represented by counsel and this Lease
was negotiated and drafted at arm's length so that
the judicial rule of construction to the effect that a
legal document shall be construed against the
draftsman shall be inapplicable to this Lease
which has been drafted by counsel for both
Landlord and Tenant.
THE REMAINDER OF THE PAGE
WAS INTENTIONALLY LEFT BLANK
23
ONLY THE SIGNATURE PAGE FOLLOWS
IN WITNESS WHEREOF, Landlord has caused this Lease to be executed in its naive by the County
Mayor, or the Mayor's designee, as authorized by the Board of County Commissioners, and Tenant
has caused this Lease to be executed by its duly authorized representative, and this Lease is therefore
effective on the day and year first hereinabove written.
LANDLORD
MIAMI-DADE COUNTY,
A political subdivision of the State of Florida
BY ITS BOARD OF COUNTY
COMMISSIONERS
By:
Nance:
Title:
ATTEST: Date:
HARVEY RUVIN, CLERK
By:
Approved by the County Attorney as
to form and legal sufficiency.
Print:
Print:
TENANT
CITY OF MIAMI
A municipal corporation of the State of Florida
By:
Naive:
Title:
24
EXHIBIT A
DIAGRAM OF PREMISES
Summary Report
— _
Property httormafion
snow ot t 3,91 231413l1
Property ,Achfress„
Owner
Waling Address
Primary Zone
Prtneary1 w11.11 sa
Beds Bathe Half
Floors
COO P S
NILA„MI,DADE. 1:;',OUN'T"{
GSA P,SE me.3mT
tit 111113 246C./
Re11102( . P1, 3 3 128-1
1111:111kr.1 f.bel ) N "F'f F13u „4119131
:Att1,47 (301117115 129111111 C191411,tre
196 ;113
1 Mem Units
Ab teal Area ;Set 1111;
1.1ylltg Area 1Sq 511
11 1 1111111ea 124 4.37 Se Ft
tot Site 1143,3136 Se.911
Year Beth „ 1983
7,7,-,---6--
As se sy M enl1 11111e riiiiticin
2915 2314 013
near
a tti Value 57301 9391 51/42 3891 13326,1154
2e112leg Value 5,14361 64 SI 9115,974 61 „3332721411111
X11 XX 6ut 5357 93141 6179 175 2172.1357
Market Value 62.11131 995 1141 328 AAA, 92 337697
Assessed Vase 52.33 1 953 32.92,345981 9;2 337.11991
Benefits 1r stormation
Berea Tana al en 21314 2111'3
•
County Emma:Mon „ 62.631 5651 1311.3243451193 92.3117439,117
Nolte lest all benefits ate apple:table ,119 Seeable Valture 9 e. GCVO/
School Beam tam qtatItertaty
Short LegaMesstipbon
• RESTS OF HiLDAMERE 11E114
Ple 49-51
a
Taxable VaRite Information
rat r
i4 tr.
LA31.
Gemerated :1.411 3321115
019141111101,1
'a/WM& MUMMUllevadilMESMIAAW
MIS; 170141 11913
COMIty
EvArapeleallabe 52.931.6661 61.2.11294.5138
Taxablilll 1 11
11
52.337,61H
Se host Beate'
Exereptitut Melee S2 35 1. 555
92.327.697
Taeuttale Value AO, 52.323.5:,;(783
SO
. ,
Ctly
Elserapflon Valea
..„„..„..„.„.„. „ .„
Tattatae Valle
52.331„&,951 52.3216 5.38
Stb 1111
92.337.1357
Regional
El:rattrap/ton Value 1112 231,565: 5.21,3213.6,411 52. 337XXXX
tratbabie Statue 601 :„1111111
bSaes Information
PTeViM,15 Sate, 1 13117.e1 OR BotakMage I Catallficetion Deaception
1".il 141 & '172:61 APIA LOIS
1 THRU, XXXX`,X 11211FTi 441
• XHRO 5 FOP, RAS 6,4.19 151
Ire 7790a et tee 1 XplptSPII!, o.4F, „Ipxmoc„„ xxxxx3tx rr,,sy nsx F„0„xm Xxx TICA,TC,ffent ofax•rnsoe, rea.5,11. N,V.! xnxper4 XprxFser
„Ancr XXxxoDxax Countv asFurnes FaXily, sex 1XX c'FF:„Fgrrer .ano UFA, XxxxenlerX ,11,7, 111 1 1,,,',„„,',51se,',„Nol,„,),
25