HomeMy WebLinkAboutExhibit - Lease AgreementCITY OF MIAMI DOWNTOWN BATHROOM
LEASE AGREEMENT
THIS LEASE AGREEMENT (hereinafter "Lease" or "Agreement"), entered into on this
day of , 2016, made by and between MIAMI-DADE COUNTY a
political subdivision of the State of Florida, through the Miami -Dade Department of
Transportation and Public Works its instrumentality (hereinafter "Landlord" or "County"), and
CITY OF MIAMI, a municipal corporation (hereinafter "Tenant" or "Lessee").
RECITALS
WITNESSETH: That the parties, for and in consideration of the mutual covenants and
agreements herein contained, hereto agree as follows:
WHEREAS, Landlord is the owner of a certain strip located at the northeast corner of the
intersection of the Metrorail/Metromover system and W. Flagler Street, approximately 60 feet west of
Southwest 1st Avenue (the "Demised Premises") as more particularly described on Exhibit "A"
attached hereto and made a part hereof; and
WHEREAS, Tenant desires to construct and maintain a permanent bathroom facility for
public use to address the rapidly increasing need for public bathroom facilities in the Downtown
Miami area; and
WHEREAS, Landlord desires to lease to Tenant, and Tenant desires to lease from
Landlord, the Demised Premises as defined herein,
NOW THEREFORE, in consideration of the foregoing and of the mutual terms,
conditions, covenants and payments hereinafter set forth, Landlord and Tenant agree as follows:
TERMS
Article 1
Recitals
The foregoing Recitals are true and correct and are incorporated herein as if fully set
forth herein.
Article 2
Term of Lease
The initial term of this Lease shall be for a period of five (5) years, commencing on the
date first above written, following approval of the Lease by the Board of County Commissioners
and execution of the Lease by both parties.
Article 3
Lease Agreement: City of Miami Downtown Bathroom
Option to Renew
Provided this Lease is not otherwise in default, it shall automatically renew for one (1) 5-
year period unless Landlord or Tenant provides 90-day advance written notice to the other party
of its intention NOT to renew the Lease, which renewal shall be on the same terms and
conditions set forth herein.
Article 4
RESERVED
Article 5
Rent
In consideration for the Landlord's continued lease of space to Tenant, Tenant agrees to:
A. Pay to Landlord the sum of one dollar ($1.00), payable upon execution of this
Lease and on each anniversary of the date first above written throughout the term of this Lease.
Checks are to be made payable to Miami -Dade County and remitted to Miami -Dade Department
of Transportation and Public Works, c/o Right -of -Way, Utilities & Joint Development Division
701 N.W. 1st Court, Suite 1700, Miami, FL 33136-3922.
B. Maintain the Demised Premises. Refer to Sections 6.2 and 6.3; Articles 8 and 9.
Article 6
Use of Demised Premises
Section 6.1 Land Use
Tenant agrees that its use of the Demised Premises is only for the installation of a
permanent public bathroom which is to be free of charge.
Tenant recognizes and acknowledges that the manner in which the Demised Premises is
used and operated is a matter of critical importance to the County and the general welfare of the
community.
Tenant agrees that at all times during the term of this Lease it shall use diligent efforts to
avoid and prevent damage to the Metrorail system resulting from the Tenant's use of the
Demised Premises and to avoid any activities which may interfere with transit operations and
maintenance.
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Lease Agreement: City of Miami Downtown Bathroom
Section 6.2 Construction
Tenant will construct and install the permanent public bathroom and necessary utilities at
no cost to Landlord.
Section 6.3 Maintenance
(a) The bathroom will be manned and staffed at all times by a member of the
Downtown Enhancement Team., which are formerly homeless clients hired by the Downtown
Development Authority to keep the streets of Downtown Miami clean.
(b) The hours of operation of the bathroom shall be between 7:00am and 9:00 pm.
(c) Tenant shall fund all costs of maintaining the bathroom.
Section 6.4 REVIEW PROCESS
(a) The Tenant shall submit design and construction documents to DTPW for review,
coordination and approval of all the improvements. For each submittal, the Tenant
shall submit an electronic copy and three (3) sets of % size prints with the date noted
on each print.
(b) Upon receipt of each of the above mentioned submittals, DTPW shall review same,
and shall, within ten (10) business days after receipt thereof, advise the Tenant in
writing of its approval or disapproval, setting forth in detail its reasons for any
disapproval. In the event of a disapproval, Tenant shall, within ten (10) business days
after the date Tenant receives such disapproval, make those changes necessary to
meet DTPW's stated grounds for disapproval or request reconsideration of such
comments, and DTPW shall respond to such request for reconsideration with ten (10)
business days after receipt of such request.
(c) As -Built drawings shall be submitted to DTPW as soon as reasonably practicable
after completion of the improvements. Tenant shall provide to the DTPW an
electronic copy and three (3) sets of "as -built".
Section 6.5 Dangerous Liquids and Materials
Storage of any flammable or combustible liquid or dangerous or explosive materials in or
on the Demised Premises is prohibited.
Section 6.6 Hazardous Materials
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Lease Agreement: City of Miami Downtown Bathroom
Tenant is responsible for any and all hazardous materials or toxic substances and
hazardous waste introduced on/into the Demised Premises and any assessments or clean-up costs
associated therewith.
Section 6.7 Safety and Security
Tenant is solely responsible for the personal safety of its employees, invitees or any other
persons entering the Demised Premises in connection with this Lease, as well as any equipment
and/or personal property brought into the Demised Premises.
Section 6.8 Damages
Tenant agrees to exercise due care to avoid any damage to the Demised Premises and
Metrorail improvements. Tenant shall reimburse Landlord for the cost of any necessary repairs
to the Metrorail right-of-way resulting from Tenant's activities on the Demised Premises.
Section 6.9 Transit Operations Within the Demised Premises
Tenant agrees that all improvement, alteration, installation, construction, repair, operation
and maintenance it undertakes on the Demised Premises shall be done as expeditiously as
possible, free of liens, complying with all laws, codes, regulations and requirements of all
applicable governmental or quasi -governmental authorities and in such a manner that it will not
obstruct, interfere with, or impede ingress or egress of persons or vehicles engaged in
maintenance of the Metrorail system, right-of-way and guideway and or otherwise interfere with
transit operations or emergency access thereto.
Article 7
Improvements and Alterations
In consideration for the Landlord's continued lease of space to Tenant, Tenant agrees to:
Section 7.1 Other Improvements:
No installation of any other improvement is permitted within the Demised Premises by
Tenant without the prior written consent of Landlord. Before commencing any additional
installation, replacement or major modification or repair of the Demised Premises, Tenant agrees
to submit a detailed description and/or plans to Landlord for review and approval, which shall
not be unreasonably withheld.
Article 8
Maintenance
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Lease Agreement: City of Miami Downtown Bathroom
Tenant agrees, at its sole cost and expense, to maintain at all times the Demised Premises
and the Land Uses therein in a safe, clean, and fully functional manner and shall not permit any
debris or refuse to accumulate.
Article 9
UTILITIES & PAYMENTS
Tenant hereby covenants and agrees to pay, without notice or demand and without
abatement, suspension or deduction any and all payments for water, sewer, electric telephone and
any other utility charges for the premises and /or and structure and/or any improvements thereon.
Tenant further covenants and agrees to pay without notice or demand and without abatement,
suspension or deduction, all other costs, general and special, ordinary and extraordinary, foreseen
and unforeseen, which are due and payable during the term of this Lease, at any time imposed or
levied against the demised premises and/or any structure and/or improvements thereon.
Article 10
Destruction
In the event the Demised Premises should be destroyed or so damaged by fire, windstorm
or other casualty to the extent that the Demised Premises are rendered unfit for the Tenant's
purpose, either party may cancel this Lease for its convenience by the giving of written notice to
the other at any time after the occurrence of the fire, windstorm or other casualty.
In the event of cancellation under this Article, neither party shall be responsible to the
other party for any expense associated with the cancellation.
If neither party exercises the foregoing right of cancellation, Landlord shall cause the
Demised Premises to be repaired and placed in good condition within sixty (60) days following
the date of casualty, time being of the essence. If the Demised Premises sustained damages such
that repairs cannot be completed within sixty (60) days, Tenant shall be entitled to cancel the
Lease by the giving of written notice to Landlord at any time, notwithstanding the
commencement of repairs by Landlord.
Article 11
Landlord's Right of Entry
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Lease Agreement: City of Miami Downtown Bathroom
County, or any of its agents, shall have the right to enter upon said Demised Premises at
any time to examine, inspect, repair, maintain or make improvements to any part of the Metrorail
system and/or the Demised Premises. It is hereby agreed and understood that operation, safety
and maintenance of the Metrorail system is paramount and will take precedence over any other
activity in the Demised Premises.
Article 12
Quiet Enjoyment
Subject to the terms, conditions and covenants of this Lease, Landlord agrees that Tenant
shall and may peaceably have, hold and enjoy the Demised Premises during the term of this
Lease without hindrance by Landlord.
Article 13
Surrender of Premises
Tenant agrees to surrender to Landlord, at the end of the term of this Lease, or any
extension thereof, said Demised Premises in as good condition as said premises were at the
beginning of the term of this Lease, with ordinary wear and tear and damage by fire and
windstorm or other Acts of God, excepted.
Article 14
Indemnification
Lessee shall indemnify and hold harmless the County and its officers, employees, agents
and instrumentalities from any and all liability, losses or damages, including attorneys' fees and
costs of defense, which the County 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 Agreement by the Lessee or
its employees, agents, servants, partners, principals or subcontractors. Lessee 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 name of the County, where applicable, including appellate
proceedings, and shall pay all costs, judgments, and attorney's fees which may issue thereon.
Lessee expressly understands and agrees that any insurance protection required by this
Agreement or otherwise provided by Lessee shall in no way limit the responsibility to indemnify,
keep and save harmless and defend the County or its officers, employees, agents and
instrumentalities as herein provided.
It is expressly understood that the Lessee shall indemnify and save the County harmless
from all claims, liabilities, losses and causes of action, costs and damages to persons or vehicles
including Lessee and Lessee's employees, agents and invitees from particles or sediments caused
by the operation of the Metrorail train.
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Lease Agreement: City of Miami Downtown Bathroom
Article 15
Insurance
Prior to execution of this Agreement, Lessee shall furnish to DTPW, c/o Right -of -Way,
Utilities and Joint Development Division, 701 N.W. lst Court, Suite 1700, Miami, Florida
33136-3922 the Certificates of Insurance which indicate that insurance coverage has been
obtained which meet the requirements as outlined below:
A. Worker's Compensation Insurance for all employees of the Lessee as required by Florida
Statute 440.
B. Commercial General Liability Insurance on a comprehensive basis in 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 $1,000,000 combined single limit per
occurrence for bodily injury and property damage.
All insurance policies required above shall be issued through Lessee's self-insurance program or
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 VIP' 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 Miami -Dade 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, FL 33128
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Lease Agreement: City of Miami Downtown Bathroom
Compliance with the foregoing requirements shall not relieve the Lessee of its liability and
obligation under this section or under any other section of this Agreement. The required
insurance shall be maintained and apply throughout the entire term of this Agreement.
Article 16
Assignment
Tenant shall not assign, transfer, mortgage, pledge, dispose or otherwise encumber this
Lease without Landlord's prior written approval, which shall not be unreasonably withheld or
delayed.
Article 17
Cancellation/Termination
Either party may cancel this Lease by giving six (6) months written notice to the other of
its intention to do so. Upon termination of this Lease for whatever reason, Tenant will restore
the Demised Premises to the condition it was in prior to any modifications made under this Lease
Agreement. In the event Landlord determines that termination of this bathroom is required for
reasons of public safety, traffic operations or maintenance or construction of the Metrorail
guideway, columns or right-of-way, Landlord may act immediately to effect a temporary or
permanent termination of this Lease and use of the Demised Premises.
Pursuant to Resolution No. R-461-13 adopted by the Miami -Dade County Board of
County Commissioners (Board), Florida Statute 125.38 allows the County to convey real
property by lease to not -for -profit corporations provided that such properties will be utilized to
promote community interest and welfare. Landlord may effect a termination of this Lease to
assist it in regaining control and ownership of property in the event that the public use is not
maintained.
Consistent with Board Resolution No. R-1000-14, the County shall not be required to pay
any compensation to Tenant for the termination of this Lease or the restoration of the property to
the condition in which it was in prior to the commencement of this Agreement.
Article 18
Continuing Control (FTA)
It is specifically understood and agreed that the Landlord reserves such access rights to
the Demised Premises as are necessary to enable the County to comply with the obligation to
maintain "Continuing Control" requirements/regulations of the Federal Transit Administration
(FTA) and the Florida Department of Transportation (FDOT) as it relates to the property and
operation of the Metrorail Rapid Transit System.
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Lease Agreement: City of Miami Downtown Bathroom
Article 19
Notices
It is understood and agreed between the parties hereto that written notice addressed and
sent by certified or registered U.S.P.S. mail, return receipt requested, postage prepaid and
addressed as follows:
To Tenant: The City of Miami. The City of Miami.
Miami, FL Miami, FL
To Landlord: Miami -Dade County
c/o Miami -Dade Transportation and Public Works
ROW, Utilities and Joint Development
Attention: Froilan I. Baez
701 N.W. 1st Court, Suite 1700
Miami, FL 33136-3922
shall constitute sufficient notice to either party. Either party may by notice given as aforesaid
change its address for all subsequent notices.
Article 20
Default
If Tenant or Landlord shall violate or fail to perform any of the conditions, covenants or
agreements herein, and if such violation or failure continues for a period of thirty (30) days after
written notice thereof, then Tenant or Landlord may elect to terminate this Lease at its sole
option. All rights and remedies under this Lease shall be cumulative and shall not be exclusive
of any other rights and remedies under applicable law.
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Lease Agreement: City of Miami Downtown Bathroom
Article 21
Compliance with Laws, Ordinances and Regulations
Tenant shall provide proof of compliance with all applicable required licenses, permits
and other legal requirements prior to or following execution of this Lease, upon Landlord's
request.
Throughout the term of this Lease, Tenant covenants and agrees to comply with all
statutes, laws, ordinances, regulations, codes, orders, requirements and rules of all Federal, State,
County and Municipal governments, which may be applicable to its operation under this Lease,
including, but not limited to, the following:
1. 49 Code of Federal Regulations (CFR), 26.7 binding the Tenant not to
discriminate based on race, color, national origin or sex.
2. 49 CFR, Part 27.7, 27.9(b) and 37 binding the Tenant not to discriminate based on
disability and binding the same to compliance with the Americans with
Disabilities Act (ADA) with regard to any improvements constructed.
3. FTA Master Agreement, updated in October 2015, particularly relating to
conflicts of interest, debarment and suspension.
4. Miami -Dade County Code, Chapter 33 Zoning, Article VI Signs, Division 6,
Commercial Signs on Rapid Transit System Right-of-way prohibiting the
erection, permitting or maintenance of any sign, other than traffic signs, in
protected areas including the rapid transit right-of-way referred to as the Demised
Premises.
5. Compliance with the Transit Adjacent Construction Manual latest version.
6. Prohibition Against Liens. Tenant for itself and its agents are prohibited from
placing a lien on the Landlord's property, the Demised Premises.
In the event of breach of any of the above nondiscrimination covenants, Miami -Dade
County, Florida shall have the right to terminate the Lease, re-enter and repossess the Demised
Premises and hold the same as if said Lease had never been made or issued.
Article 22
Entire Agreement
This Lease contains the entire agreement between the parties hereto and all previous
negotiations leading thereto. This Lease may be modified only by an amendment in writing
approved by Resolution of the Board of County Commissioners.
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Lease Agreement: City of Miami Downtown Bathroom
IN WITNESS WHEREOF, Landlord has caused this Lease to be executed in its name
by the County Mayor, as authorized by the Board of County Commissioners, and Tenant has
caused this Lease to be executed by its duly authorized officer all on the day and year first herein
above written.
MIAMI-DADE COUNTY, a
political subdivision of
the State of Florida
LANDLORD
ATTEST: BY ITS BOARD OF COUNTY COMMISSIONERS
HARVEY RUVIN, CLERK
By: By:
Carlos A. Gimenez
County Mayor
Approved as to form and legal
sufficiency:
By:
Assistant County Attorney
Signed in the presence of: TENANT
Print Name
Print Name
CITY OF MIAMI.,
a municipal corporation
By:
Name:
As its:
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Lease Agreement: City of Miami Downtown Bathroom
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE)
The foregoing instrument was acknowledged before me this day of
201 , by , as of the CITY
OF MIAMI., a Florida municipal corporation.
Personally Known OR Produced Identification
Type of Identification Produced
Print or Stamp Name:
Notary Public, State of Florida at Large
Commission No.:
My Commission Expires:
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Lease Agreement: City of Miami Downtown Bathroom
EXHIBITS
Exhibit A:
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A RESUBDIVISION OF BLOCK 114 NORTH OF A.L. KNOWLTON'S MAP OF MIAMI (P.B.°B" PG.41) AND
OTHER LANDS LYING IN SECTION 37, TOWNSHIP 54 SOUTH, RANGE 41 EAST.
CITY OF MIAMI, DADE COUNTY, FLORIDA.
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