HomeMy WebLinkAboutExhibitAttachment 8— FOI771 Lease Agreement
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LEASE AGREEMENT
B.ETWEEN
THE CITY OF MiAMI.
AN.D
FOR TITE LEASE OF
CITY -OWNED WATERFRONT PROPERTY'
LOCATED AT:
301 BISCAYNE BOULEVARD
MIAMI, FLORIDA 33132
Attachment 8 — .Form Lease Agreement
RECITALS
ARTICLE I
Section 1.1
Section 1.2
Section 1.3
Section 1,4
ARTICLE II
Section 2.1
Section 2.2
Section 2.3
Section 2.4
Section 2.5
ARTICLE III
Section 3.1
Section 3,2
ARTICLE IV
Section 4.1
Section 4.2
Section 4.3
Section 4.4
Section 4.5
Section 4.6
Section 4.7
ARTICLE V
Section 5.1
Section 5.2
Section 5.3
Section 5.4
Section 5.5
Section 5.6
Section 5.7
ARTICLE VI
Section 6.1
Section 6.2
ARTICLE VII
Section 7.1
Section 7.2
Section 7.3
TABLE OF CONTENTS
INCORPORATION, EXHIBITS, & DEFINITIONS
Incorporation by Reference
Exhibits
Definitions
Priority of Documents
LEASE OF PREMISES
Lease of Premises
Purpose of Use and Occupancy
Suitability of Premises
Limited Representations by Lessor
Satisfaction of Liens
TERM
Tenn of Lease
Option to Renew
RENT, SECURITY DEPOSIT, & FINANCIAL RECORDS
Base Rent and Ticket Surcharge
Security Deposit
Lessee's Financial Records
Reports by Lessee
Right to Examine Financial Records
Audit
Lien for Rent & Other Charges
LEASEHOLD IMPROVEMENTS
Lessee's Obligation to Provide and Fund Leasehold Improvemei
Possession Date
Payment and Performance Bond
Contractor's Insurance.
Conveyance of Improvements
Premises to Remain Free of Liens
Lessor Approval.
CONDUCT OF BUSINESS BY LESSEE
Operation of Lessee's Business
Signs
NIAINTENANCE, REPAIR & ALTERATION OF PREMISES
Lessee's Maintenance Obligations
Lessee's Repair Obligation
Changes/Alterations
2
Attachment 8 - F01771 Lease Agreement
ARTICLE VIM
Section 8.1
Section 8.2
Section 8.3
Section 8.4
Section 8.5
Section 8.6
ARTICLE IX
Section 9.1
Section 9.2
ARTICLE X
Section 10.1
Section 10.2
Section 10.3
Section 10.4
Section 10.5
Section 10.6
Section 10.7
Section 10.8
Section 10.9
Section 10.10
Section 10.11
Section 10.12
Section 10.13
ARTICLE XI
Section 1 1.1
ARTICLE XII
Section 12.1
Section 12.2
Section 12.3
ARTICLE XIII
Section 13.1
Section 13.2
Section 13.3
Section 13.4
Section 13.5
Section 13.6
Section 13.7
Section 13.8
INSURANCE AND INDEMNITY
Insurance on the Premises
Delivery of Insurance Policies
Adjustment of Loss
Indemnification of Lessor
Waiver of Subrogation
Release of Lessor
SERVICES AND UTILITIES
Lessee to Provide and Pay for Utilities
Lessor Not Liable for Failure of Utilities
SUBLEASES, ASSIGNMENTS AND TRANSFERS
Subleases, Assignments and Transfers
Procedure for Transfer
Additional Consideration Payable to Lessor
Definitions
Acceptable Transfers
Notice of Transfer
Information as to Shareholders, etc.
Effectuation of Permitted Transfers
Criteria for Consent for Transfer
Liability of Lessee
Acceptance of Rent from Transferee
Transfers of the Lessor's Interest
Mortgages of Leasehold Interest
COMPLIANCE WITH LAWS
Compliance With Laws
ENVIRONMENTAL LIABILITY
Definition of Terms
Lessee's Environmental Covenant
Survival of Lessee's and Lessor's Obligations
DAMAGE OR DESTRUCTION OF PREMISES
Definitions
Duty to Repair, Restore or Replace the Premises after Damage
Performance of Restoration Work
No Additional Right to Terminate
Lessee's Right to Terminate
Payment for Construction of Restoration Work
Collection of Insurance Proceeds
Unused Insurance Proceeds and Deposits
Attachment 8 - Form Lease Agreement
ARTICLE XIV
Section 14.1
Section 14.2
Section 14.3
Section 1 4.4
Section 14.5
ARTICLE XV
Section 15.1
Section 15.2
Section 15.3
Section 15.4
ARTICLE XVI
Section 16.1
Section 16.2
Section 16.3
Section 16.4
Section 16.5
Section 16.6
Section 16.7
ARTICLE XVII
Section 17.1
Section 17,2
ARTICLE XVIII
Section 18.1
ARTICLE XIX
Section 19.1
Section 19.2
ARTICLE XX
Section 20.1
Section 20.2.
Section 20.3
ARTICLE XXI
Section 21.1
Section 21.2
Section 21.3
Section 21.4
Section 21.5
Section 21.6
EMINENT DOMAIN
Total Condemnation
Partial Condemnation
Adjustment of Rent Upon Partial Taking
Deposit of Condemnation Award with Escrow Agent
Temporary Taking
PAYMENT OF TAXES, ASSESSMENTS AND OTHER
IMPOSITIONS
Payment of Taxes and Impositions
Installment Payments of Ad Valorem Taxes and Impositions
Payment in Lieu of Taxes
Proof of Payment
DEFAULT OF LESSEE
Lessee Ilefatilt
Remedies of Lessor
No Waiver by Lessor
Late Payment Fee
Additional Guarantees
Remedies Cumulative
Lessor Default
ACCESS
Right of Entry
Access Agreements
DAMAGE TO LESSEE'S PROPERTY
Loss and Damage
HOLDING OVER & SUCCESSORS
Holding Over
Successors
EQUAL EMPLOYMENT OPPORTUNITIES
Equal Employment Opportunities
Community Small Business Enterprise
Non -Discrimination
MISCELLANEOUS
Accord and Satisfaction
Public Records
Entire Agreement
Independent Parties
Notices
Captions and Section Numbers
4
Attachment 8 — Form Lease Agreement
Section 21.7 Partial Invalidity
Section 21.8 Estoppel Certificate
Section 21..9 Waiver
Section 21.10 Time is of the Essence
Section 21.11 No Discrimination
Section 21.12 Governing Law, Venue, & Attorney's Fees
Section 21..13 Waiver of Counterclaims.
Section 21.1.4 Waiver of Jury Trial
Section 21.15 Quiet Enjoyment
Section 21.16 Surrender of Possession
Section 21,17 joint and Several Liability
Section 21.18 Third Party Beneficiary
Section 2.1 .19 Radon
Section 21.20 No Liability for Act of other Party
Section 21.21. Rights, Privileges and Immunities; Covenants
Section 21 .22 Consents
5
Attachment S — Form Lease Agreement
LEASE AGREEMENT
ITIIS LEASE AGREEMENT ("Lease")„made this day of „ 20_, by and
between the CEITY OF , a municipul corporation of the State ot Honda having its offices
at 3500 Pan American Drive, Miami,Florida 331.33 ("Lessor" or "City'') and
a , having its
offices at , ("Lessee"). The Lessor and
Lessee, (together the "Parties") hereby .recite:
RECITALS
Whereas, the City is the owner in .fee SitTIVIC of certain land located in the City of -Miami,
Miami -Dade County, Florida referred. to herein as the "Premises„" as specifically set forth in
Exhibit A.
Wherea.s, in response to the Tour Boat Services Request for Proposals if
("REP''), Lessee submitted to Lessor a. proposal, which was approved by the City Commission on
by. Resolution No.
'Whereas, this Lease was negotiated pursuant to the authority expressly conferred by the
City of Miami Charter, general law, and the City Commission Resolution No. , which
authorized the execution of this Lease.
'Whereas, it is the mutual desire of the Parties that the Premises be leased and demised by°
Lessor to Lessee for the purposes set forth in this Lease, subject to and upon the express terms and
conditions contained herein. The 'Parties believe that this Lease is consistent in all material respects
with the REP.
Now therefore, in considerationof the tbregoing and of .the rent, covenants, and
agreeinents hereinafter .set .forth, the Parties do hereby covenant and agree as .follows:
ARTICLE 1
1..NCORPORA1ION, EXUJBITS, & .DEFINITIONS
Any word contained in .the text of this 1......ease shall be read as the singular or the plural and
as the iiiaseitline, feminine or neuter gender as may be applicable in the particular context.. More
specifically,however, for the purposes of this Lease, the following words shall have the meanings
attributed to them herein in subsection 1.3.
1.1 Incorporation by Reference
The .foregoing Recitals are hereby incorporated into this Lease by this reference as if set
out. in full in the body of this Lease.
1.2 Exhibits
6
Attachment 8 — F01171 Lease Agreement
Attached hereto and forming a part of this Lease are the following Exhibits:
Exhibit A Survey/Legal Description of Premises
Exhibit 'B Annual Ticket Surcharge Statement
Exhibit C Annual Gross .Revenue Report
Exhibit .D Monthly Gross Revenue Report
.Exhibit E Lessee's Leasehold Improvements,
Exhihit F Payment & Performance Bond.
Exhibit G Contractor Insurance Requirements
Exhibit H Leasehold Insurance Requirements
Exhibit 1 Miami International Boat Show Layout
Exhibit J Mooring and Dockage Agreement
Exhibit K Marina Facilities Rules and Regulations
1.3 Definitions
1.3.1 "Acceptable Operator" means an entity possessing (A) a minimum of five (5)
years of experience (i) directly managing and operating a similar establishments
during the last fifteen (1.5) years; or (ii) directly involved in the ownership and day-
to-day operation of a similar business during the last ten (10) years; and (iii) in the
management and operation for each use proposed; and (B) the threshold criteria
outlined in the City of Miami Department of Real Estate and Asset Management
RFP # ; and C) a good reputation in the business community; and (D)
adequate financial resources and personnel necessary for the proper performance
of all of .Lessee's obligations under this Lease in a manner consistent with the
quality, reputation and economic viability of the Lessee's business at the 'Premises,
including (without limitation) the obligation of payment of Rent payable by Lessee
under this Lease.
1.3,2 "Additional Rent" means any and all additional sums, charges, or amounts of
whatever nature to be paid by Lessee in accordance with the terms of this Lease,
whether or not such sums, charges or amounts are referred to as Additional Rent.
1.3.3 "Applicable .Law(s)" means all laws, Florida Statutes, Codes, City and Miami -
Dade County Ordinances,orders, judgments, decrees and injunctions from courts
having jurisdiction over the .Premises, rules, and requirements of State and local
boards and agencies with jurisdiction over the Premises, now existing or hereafter
enacted, adopted, fbreseen and unforeseen, ordinary and extraordinary, which may
be applicable to the Premises or any part of it.
1.3.4 "Assignment" refers to the complete transfer of the rights and obligations of the.
Lessee under the Lease to a third party, whereupon the third party assignee becomes
the Lessee .under the Lease and takes over all of the Premises and the rent and other
obligations associated with the Lease, thereby assuming the prior tenant's rights
and obligations.
1.3.5 "Assignee" refers to the third -party entity assuming the rights and obligations of
the Lessee or assignor or owner of the leasehold estate.
7
Attachment 8 Form Lease Agreement
1..3.6 "Assignor" refers to the Lessee that is assigning its rights and obligations under
this Lease to a third -party entity. Unless released from liability from the City
pursuant to Section 10.10 of this Lease, which decision shall be conditioned on the
payment of the consideration at the time of Assignment set forth in Section 10.3 of
this Lease, the Assignor shall remain secondarilyliable as a guarantor for the
obligations under the Lease, if the new Lessee (Assignee) defaults .under the Lease.
1.3.7 "Average Repair Costs" shall mean the average of the previous five (5) years'
"repair and maintenance" line -item costs, inclusive of any capital items. Average
Repair Costs shall be calculated in order to determine the annual amount due to the
CapEx Fund, as specified in section 7.4 below.
1.3.8 "Base Rent" shall mean the annual Base Rent due and payable by Lessee on a
monthly basis for the use of .the subject Premises and shall have the sum ascribed
to it in Section 4.1.1.
1.3.9 "Business Days" means Monday through Friday, excluding legal holidays in the
City of Miami, Florida.
1.3.10 "City. Manager" shall mean the Chief Administrative Officer of the City. In day to
day 'natters all decisions attributed to the City in this Lease may he made by the.
City manager, or his authorized designee, unless otherwise specified.
1.3.11 "City Commission" shall mean the local legislative 'body of the Executive Mayor
City Commission. Notwithstanding Section 1.3..9 above the City Commission will.
be required to approve the Lease and any amendments to .the Lease
1.3.12 "Date of Takino" means the earlier of the date on which actual possession of
all or less than all of the Premises, as the case may be, is acquired by any lawful.
power or authority pursuant to the provisions of any applicable law; or (ii) thc date
on which title to all or less than all of the Premises, as the case may be, has vested
in any 'lawful power or authority pursuant to the provisions of any applicable law.
1.3.13 "Fair Market Value" has the meaning set forth in Section 4.1.6 of this Lease and
secondarily as supplemented by the applicable terms of the RFP. For purposes of
this Lease, "Fair Market Value" will have the same meaning as "Fair Market Rent."
1.3.14 "Force Majeure" means an event beyond human control, including but not limited
to acts of national security, national emergency acts of God, war, act or threats of
terrorism, Government regulation, strikes (other than strikes of Licensee's
employees), fire or other natural calamity, disorder, civil disobedience, curtailment
oftransportation facilities or service, or any occurrence which makes it .inadvisable,
illegal, or .impossible for Licensee to perform its obligations under this License.
Force Majeure shall not include events caused, directly or indirectly, by Lessee or
individuals or entities under Lessee's. control.
1.3. "Gross Condemnation Award" means the actual amount of the award paid in
connection with or arising from the acquisition or other taking of all or less than all
of the Premises, as the case may be.
1.3.16 "Gross Insurance Proceeds" means the actual amount of insurance proceeds paid
following an insured casualty to the Leasehold Improvements.
Attachment 8 — F01171 Lease Agreement
1.3.17 "Gross Revenues" shall mean the entire amount of all revenues and percentages of
revenues actually collected and received by the .Lessee and its Sub -lessees or its
assignees or transferees and derived from the following sales sources, including.
without limitation:
a. all revenue from the commercial business and services conducted by Lessee and its
Sub -lessees and/or assignees on or from the Premises;
b. all revenues from sales of food, beverage, wine„ beer, merchandise or services from
the Premises;
c. all revenue derived from advertising and sponsorships conducted on the Premises,
including, but not limited to, movies, television commercials, etc..;
d. all amounts received from any catering food operations based at .the Premises;
e. all amounts received by Lessee from valet concession sales, parking valet services
or similarly authorized and permitted concessions on the Premises where the
Lessee .receives and retains any portion, percentage or fraction of the cost of such
sales or services in any manner from the Concessionaire, these sales are subject to
.verification by a written concessio.nagreement, and any audit or inspection.
requested by the Lessor in accordance with the requirements of Section 1.8-99
through 18-102 of the City Code, which is deemed incorporated by reference as if
fully set forth herein;
f all amounts received by Lessee from sales made or performed by means of
mechanical or other vending devices or machines on the Premises,. including
without limitation, payphones, vending machines, and entertainment devices both
for cash and on credit, rendered in or upon the Premises;
g. all revenue received by Lessee in connection with the special events uses of the
Premises, any facility thereon, or any portion thereof for any period of time,
including banquets, parties, and .receptions held on or initiated from the Premises;
h. amounts received by Lessee from intemet or telephone food/beverage orders
received or filled at the .Premises, or procured from the Premises by house -to -house
or other canvassing, including discount, merchant and online savings incentives
including, without limitation, sources and programs such as Groupon, all deposits
not .refunded to purchasers, and orders taken, although said orders may be filled
elsewhere, including proceeds of all video games;
i. all grants, subsidies, rebates, credits or similar benefits received from any federal,
state, regional or local body, agency, authority, department or organization which
revenues are unrestricted or are to be used for general operating expenses;
j. all donations and contributions received, the revenues of which are unrestricted or
are to be used for general operating expenses;
k. and all. other receipts whatsoever derived from commercial operations conducted
in or from the Premises by the Lessee and its Sub -lessees (if any).
Gross Revenues, whether for cash, credit, credit cards or otherwise, shall be
recognized in the period the service was provided or sale took place. Payments
received in advance are deferred and are recognized as revenue in the period the
service is rendered or sale takes place. Grants shall be recorded as income during
the period designated bythe grants or when the Lessee has incurred expenditures.
in compliance with the restrictions of the grantor. If a sale is by credit card, no
deduction shall be allowed for any commission associated with such sale.
9
Attachment. 8 — Form Lease Agreement
A "sale" shall be deemed to have been consummated for the purpose of this
Lease, and the entire amount of sales price collected by Lessee and Sub -lessees„
shall be included in Gross Revenues, at such time that (i) the transaction is initially
reflected in the hooks or records of Lessee or Sub-lessee(s); or 00 Lessee or Sub-
lessee(s) receives all or any portion of the sales price; or (hi) the applicable goods
or services are delivered to the customer and payment is made to Lessee or Sub-
lcssee(s), whichever first occurs, irrespective of whether payment is made in.
installments„ the sale is tbr cash or for credit, or otherwise,. or all or any portion of
the sale price has actually been paid at the time of inclusion in Gross Revenues or
at any other time.
1.3.18 "Thipositions" means all assessments, impositions, levies, and governmental
charges, includin.g, without limitation, assessments imposed by the City andior
County, franchise fees, tire fees, excises, parking surcharges, license and permit
fees, levies, charges and taxes, including ad valorem real estate taxes on the
Premises and the Leasehold 'improvements, general and special, ordinary and.
extraordinaryproperly levied against the Premises and. the Leasehold.
Improvements, any personal property, and/or the Lesscc's Leasehold Estate which.
constitute a lien on the Premises or the Leasehold Improvements.
1.3.19 "Lease" means this Lease as supplemented by the REP, any addendtuns thereto,
and the 'Lessee's response to the REP,. a1 of which are hereby incomorated by
reference into this Lease as additional documents providing supplemental terms and
conditions; provided, however, that in the event of any express conflicts 'between
this Lease and the other documents referenced in this subsection this Lease shall
govern.
1.3.20 "Lease Date" means the date that the is fully executed and legallybinding
upon the Parties after approval by .the City of Miami Commission. The Lease Date
shall also be the date on which. Rent commences to become due and payable as
referenced in. Article IV,
1..3.21 "Leasehold Estate" means all of .Lessee's right and interest as Lessee in, to, and.
.under this Lease, the .Premises, and the Leasehold Improvements, if applicable.
1.3.22 "Leasehold lowrovemehts" means any initial .furnishings or equipment
constituting .fixtures to he installed on the Premises, and all other items and
improvements constituting fixtures to be installed or constructed thereafter, from
time to time during the Lease Term that are hereafter located upon the Premises.
1.3.23 "LeaseholdAiortage" means a mortgage, deed of.' trust, or any security interest.
given in connection therewith,. which together constitute an encumbrance or hen
upon the Lessee's Leasehold Estate or any part of it, or any related personal
property, and 1...essee's .interest in the Leasehold Improvements as security for any.
loan. The Leasehold Mortgage may never lien, pledge, hypothecate, or otherwise
encumber the .fee simple interest of the Lessor.
1.3.24 "Lease Term" means the period of time fixed in Section 3..1; however, at no time shall.
said lease term extend beyond the total duration of five (5) years.
10
Attachment 8 Form Lease Agreement
1.3.25 "Lease Year" means twelve (12) full consecutive. months. The first Lease Year shall.
begin on the Lease Date. if the Lease Date does not fall on the first day of the month, the
first Lease Year will commence on the first day of the .following month. Each succeeding
Lease Year shall commence on the anniversary date of the first Lease Year; however, at
no time shall said lease term extend beyond the total duration of five (5) years.
1.3.26 "Premises" means the space more particularly described in Section 2.1 herein and
Exhibit A attached herewith and incorporated herein by reference and having an
address of 301 Biscayne Boulevard, -Miami, Florida.
1.3.27 "Proposal" means the document received by Lessor froin Lcssce in response to the
RFP.
1.3.28 -Rent- means Base Rent, Ticket Surcharge and any other rents, costs and expenses
denominated as Additional Rent.
1.3.29 "RFP" means the document entitled Request for Proposals #
issued by the City on . 20 , andany ad.dendums thereto.
1.3.30 "Sublease" means any lease (excluding this Lease), sublease, license, concession
or other agreement by which Lessee or any person or other entity claiming .und.cr
Lessee (including, without limitation,. a Sub -lessee or sub -licensee) demises, leases,
subleases, licenses or sublieenses to or permits the use or occupancy by another
person or entity of any part of the Premises and Leasehold improvements.
1.3.31. "Sub -lessee" means any person, firm, corporation or other legal entity using or
occupying or entitled to use or occupy any part of the Premises or the 1..,easehold
Irriprovements under a Sublease.
1.3.32. "Ticket Surcharge" shall mean the Ticket Surcharge due and payable by Lessee
on a monthly basis based on the price of the tickets sold, per customer, and shall
have the sum ascribed to it in Section 4.1.4.
1.4 Priority of Documents
The Tour Boat Services Request for Proposals # ("RFP") shall be incorporated
hereto by reference. Following the issuance of the 'RFP, Lessee submitted a Proposal ("Proposal"),
which was accepted by the City. The above -referenced documents shall he interpreted to avoid
conflicts, where possible. In the event of an express conflict between the above -referenced
documents and the terrns of this Lease, the following order of priority shall govern:
1.4.1 The provisions of the Mooring and Dockage Agreement and Marina Facilities
Rules and Regulations shall govern over conflicting provisions in the Lease;
1.4.2 This executed Lease and its exhibits shall govern over the RFP and the Proposal;
1.4.3 The RFP shall govern over the Proposal,
ARTICLE I
LEASE OF PREMISES
11
Attachment 8 — Form Lease Agreement
2.1 Lease of Premises
The Lessor does 'hereby lease, let and demise to the Lessee, and the Lessee hereby leases
from the Lessor the 'Premises, subject to the following terms and conditions, to have and to hold
the said lands, tenements and hereditaments, with all of the rights, privileges and appurtenances,
.thereunto belonging or pertaining unto Lessee for the Lease Term herein specified, unless this
Lease shall be sooner terminated in a manner hereinafter provided. The .Premises is described
more particularly in .Exhibit A attached hereto and incorporated herein by reference.
Lessee shall have all rights, privileges, easements and appurtenances, if any, benefiting the
Premises in, over and upon adjoining and adjacent public and private land, highways, roads and
streets reasonably required for ingress or egress to or from the Premises by Lessee, its agents,
servants, employees, contractors, customers and invitees and all others related to Lessee's use and
occupancy of the Premises. Notwithstanding any language in this Lease to the contrary, Lessor is
the fee simple owner of the Premises, and this Lease shall in no way convey any title or other rights
to the Premises to .Lessee unless otherwise specified herein; .Lessee may not mortgage, pledge,
transfer, hypothecate, or otherwise encumber Lessor's fee simpleownership interest in the Premises
in any way, or in any way pledge any rights held by the fee simple owner.
2.2 Purpose of Use and Occupancy
The Lessee will use and occupy the Premises, subject to compliance with all applicable
laws, rules, regulations, permits, licenses, consents, and similar approvals, including the use
requirements and other conditions imposed by the RFP for the docking, maintaining, and operation.
of a 'boat(s) for the purpose of providing sightseeing and other maritime tour opportunities in and
around the navigable waterways of the City of Miami and Miami -Dade County. Lessee is
permitted to improve, renovate, and/or repair the Premises so long as said improvements are
consistent with Lessee's proposal and Lessee has received prior written approval from the City in.
accordance with the RFP instructions and/or the instructions contained herein. The Lessee may
require approval from Bayside pursuant to location of proposed use and occupancy of the
Premises. .Lessee shall not use the Premises for any other purpose or use of any kind. Reasonably
.related special events may be held on the Premises with the City's prior written. consent; the request
for such special event must be provided a minimum of thirty (30) days prior to the date of the.
event..
Except as otherwise set forth in this Lease, the Lessee will operate the Premises a minimuni.
of hours per week, except in cases of Force Majeure or any reasonable period of remodeling,
repair or recon.structionof the Premises, which remodeling, repair or reconstruction may not,
without the City's prior written consent, exceed a continuous period of thirty (30) days in any
calendar year, or more than a cumulative total period of forty five (45) days in any calendar year.
2.3 Suitability of Premises
Lessee acknowledges that neither the Lessor nor any of Lessor's officers, representatives,
or employees has made any representation or warranty with respect to the Premises, or with respect
to the suitability or fitness of the Premises, for the conduct of Lessee's operations or for any other
purpose, except as set forth in this Lease or in the RFP. The execution of this Lease by Lessee
12
.4tach,neni ( Form ease Agreement
shall establish that the Lessee accepts the, condition of the Premises "AS IS," subject to the
representations set forth. in Section 2.4 herein, the UP, or elsewhere in this Lease.
2.4 Limited Representations by Lessor
Lessor makes the .following representations, covenants and warranties which shall survive
the execution of this Lease and the taking of possession of the Premises by the Lessee:
a) That Lessor has taken all requisite actions to .make this Lease binding upon Lessor, and
Lessor has rnarketable, fee simple title to the Premises, and is the sole owner of and has good
right, title and authority to convey and transfer all rights and 'benefits which are the subject
matter of this Lease, .free and clear of all known liens and encumbrances. Absent emergency
action, or other Municipal Home Rule Action required by the public health, safety and general
welfare, 'Lessor covenants with Lessee that it will not, during the Lease Term and any option
period 'hereof, conferred and validly exercised, knowingly permit th.e imposition upon the
Premises any liens, encumbrances, mortgages, easements or any other matters affecting title
which would preclude or otherwise materially affect Lessee's quiet enjoyment of the Premises.
The obligation of the Lessor set forth in the preceding sentence is not .intended to limit the
ability of the Lessor, acting in its .governmental capacity, to exercise its police powers with
respect to the Premises and any activities within the Premises.
b) That no party, other than Lessee, shall on the Lease Date be in or have any right to possession
of the Premises.
e) That the teens of this Lease, including, without limitation, the, intended use of the Premises by
Lessee, are not in violation of or expressly inconsistent with any operative agreement or
covenant known to Lessor of any kind whatsoever which relates to the Premises.
2.5 Satisfaction of Liens
Lessor shall satisfy or cancel of record all existing liens and encumbrances affecting the
Premises as of the Lease Date except as otherwise set forth in this Lease.
ARTICLE III
TERM
3.1 Term of Lease
The initial Lease Term is for a period of five (5) years, commencing on the Lease Date.
The Lease Term shall be extended to include any fraction of a calendar month between the Lease
Date and the first day of the first full calendar month thereof; however, at no time shall said lease
term extend beyond the total duration of five (5) years.
3.2 Option to Renew
No options to renew shall be available.
13
Attachment 8 — F01771 Lease Agreement
ARTICLE IV
RENT, SECURITY DEPOSIT, & FINANCIAL RECORDS
4.1 Base Rent and Ticket Surcharge
Commencing on the Lease Date and on the first (1') day of every calendar Ill onth thereafter
during the Lease Tenn, Lessee hereby agrees to pay to the Lessor the Base Rent. If the first
payment of Base Rent does not fall on the first day of the month, the first payment shall be prorated
based on the number of days in such month.
In addition to Base Rent, the .Lessee hereby agrees to pay the Lessor Ticket Surcharge on
an annual basis as set forth in this Article. In the event that Lessee fails to provide payment of
Rent in the time required by the terms of this section, shall be subject to a Late Fee in addition to
payment then due, as more particularly described in Section 16.4 below.
4.1 ase Rent
The Base Rent shall be $33.00 per foot per .month. The Base Rent shall be adjusted
and increased annually by the method described in Section 4.1.2 below upon the
commencement of the second Lease 'Year.
4.1.2 Base Rent Increase
Lessee agrees that the Base Rent sh.all be increased annually commencing on the
first. anniversary of the Effective Date of the Lease and on each anniversary thereafter
during the Term, the per annum Minimum Base Rent amount shall be adjusted to an
amount equal to th.e product of thc Reference Year Minimum Base Rent multiplied by
a .fraction, the numerator of which is the Consumer Price. Index number as of three (3)
months prior to the beginning of the applicable adjustment date, and the denominator
of which the Consumer 'Price Index number as of three (3) months prior to the Effective
Date.
In no event shall any such annual adjustment to the Minimum Base Rent result in
an increase which is less than One Percent (1')/0), or more than Five Percent (5%), of
the Minimum Base Rent amount immediately prior to the effective date of such
adj ustment.
4.1.3 Sales Tax
The Lessee shall be liable for the prevailing State of Florida Sales, Use or similar
tax imposed on the amount of Rent paid to Lessor under this Lease, in the absence of
an exemption. or other reduction by the State of Florida. This Sales and Use Tax shall
be payable to the Lessor when Rent is due, and in turn, Lessor will remit the same, less
any authorized handling deductions, if any, to the State.
4.1.4 Ticket Surcharge
From the Lease Date and continuing throughout the term of the Lease, Lessee shall
pay to the City a .monthly Ticket Surcharge which is a per customer surcharge based
on the price of tickets sold. The Ticket Surcharge shall be based upon the following
schedule:
14
Attachment 8 — Form Lease Agreement
Ticket Price
.00-$14.99
Surcharge
$.75
$15.00-$29.99
$30.00 and up
$1.00
$2.00
4.1.5 Manner of Payrnent
The Base Rent and Ticket Surcharge shall be payable no later than fifteen (1 5) days
after closing the previous month's financial statements. Lessee shall deliver to the
Lessor a statement. setting forth the Gross Revenues, with the number of tickets and
Ticket Surcharge attributable to each tickets sold broken out of the Gross Revenue,
during .the applicable Rent Period ("Monthly. Rent Statement"), and Lessee shall pay to
the. City the amount of Base Rent and Ticket Surcharge due and payable, to the Lessor,
pursuant to the terms of this Lease. Each Monthly Rent Statement shall be signed and
certified to be complete and correct by an officer of Lessee. Such statement shall show
the monthly Base Rent, Ticket Surchage, and an itemization of any exclusions or
deductions for the current Lease Year. Lessee shall provide the Monthly Rent
Statement with a Monthly Gross Revenue Report in substantially the same form as
attached hereto as Exhibit B and Exhibit C.
Lessee shall pay the Lessor (x) the monthly Base Rent and (y) the monthly Ticket
Surcharge and, deliver the corresponding 'Monthly Rent Statement and Gross Revenue
Report to the City of Miami, Department of Real Estate and Asset Management at the
address noted 'below:
City of Miami
Dcpartn ent of Real Estate and Asset Management
Attention: Lease Manager
444 SW 2nd Avenue, 3rd Floor
Miami, Florida 33130
4.1.6 Fair Market Value
As required by applicable laws, the Lessor has determined that the Base Rent
constitutes Fair Market Value. The Lessor has made such determination based on an
appraisal of the proposed project as performed by two (2) State -certified general
appraisers hired by the Lessor.
4.2 Security Deposit
Simultaneously upon the execution of this Lease by Lessee, the Lessee shall pay to the
Lessor a security deposit equal to one hundred percent (100')/0) of the annual Base Rent as detailed
in section 4.1.1 above (the "Security Deposit"), to be held as security for performance by Lessee
of all obligations imposed under this Lease which Lessee is required to perform during the Lease
Term, and any extension thereof. The Security Deposit shall be in the form of cash or its equivalent
which funds may he commingled by Lessor with its other funds. No interest shall be paid on the
Security Deposit. For so long as the Security Deposit has not been repaid by Lessor, it shall
constitute an account payable by Lessor to Lessee within thirty (30) days following termination of
15
Attachment 8 — Form Lease Agreement
this Lease to the extent, if any, that the Security Deposit has not been applied by Lessor as
hereunder provided.
If an Event of .Default shall occur with respect to any covenant duty, or obligation of Lessee
under this Lease, then the Security Deposit or any part thereof may be applied by Lessor, at
Lessor's sole discretion, to the damages sustained by Lessor by reason of any such Event of Default
or to indebtedness owing by reason of any failure of Lessee to make: any required monetary
payment under this Lease. No such application shall be construed as an agreement to limit. the
amount of Lessor's claim or as a waiver of any damage or release of any indebtedness, and any
claims of Lessor under this Lease not recovered in full from the Security Deposit shall remain in
full force and effect. In no way shall the security deposit serve as liquidated damages for any event
of default; rather, Lessor may apply the security deposit amount to damages sustained by Lessee's
default and continue to request any additional amount owed.
Further, at any time or times when. Lessor has made any such application of all or any part
of the Security Deposit, Lessor shall have the right (but not the obligation) at any time thereafter
to request in writing that Lessee pay to Lessor a sum or sums equal to the amounts so applied by
Lessor so that Lessor will always be in possession of a sum equal to the amount of the Security
Deposit stated above. Lessee shall make each such requested remittance within thirty (30) days
following such request from Lessor and each such remittance received by Lessor shall thereupon
constitute a part of the Security Deposit subject to the terms and provisions thereof Failure to
make any such requested remittance within such thirty (30) day period may be treated by Lessor
as a failure by Lessee to make timely payment of rent and as an Event of Default.
The Security Deposit shall be retained by the Lessor throughout the entire term of this
Lease and, if not utilized by Lessor, will be returned less interest, and less allowable deductions,
credits or setoffs by Lessor, within thirty (30) days following the surrender of the Leased Area at
the termination of this Lease, inclusive of any validly exercised option period, as applicable.
4.3 Lessee's Financial Records
Lessee will establish an operating entity that is unique to the operations of the Lessee in
the Premises, as well as one or more bank accounts through which deposits of Gross Revenues
generated from such operations will be made. The bank in which such deposits are made shall be
based in the United States or shall have a large local presence. The said deposits of Gross
Revenues will not he corningled with those from any other operations of the Lessee outside of the
Premises or any other affiliated organizations. In addition and/or alternatively, Lessee will use an
accounting system that will separately provide for a detailed accounting of Gross Revenues. The
detailed accounting shall not be commingled with the Lessee's other operations; and, should
comply with federal income tax returns and state sales and use tax returns. Accordingly, Lessee
shall prepare and keep full, complete and proper financial records and source documents in
accordance with generally accepted accounting principles, of the Gross Revenues, whether for
cash, credit or otherwise, of each separate department at any time operated in the Premises.
The financial records and source documents to be kept by Lessee shall include, but shall
not be limited to true copies of (1) records of inventories and receipts of merchandise; (2) profit
and loss statements; (3) variance reports; (4) arrcaragc reports; (5) balance sheets; (6) financial
journals and sales summary records; (7) general ledgers; (8) daily dated cash register tapes; (9)
daily dated cash register summary tapes ("z" tapes); (0) pre -numbered sales slips, including those
16
Attachment 8 — Form Lease Agreement
for mail or telephone orders; (1.1) daily sales and/or point of sale. (POS) reports; (.1 2) financial
statements; (1.3) bank statements; (14) records of daily hank deposits from transactions at or from.
the premises; (15) duplicate validated bank deposit slips; (16) purchase invoices; (17) inventory
and receiving records; (18) pricing schedules or other materials showing price markups; (1.9)
federal, state, and local income tax returns; (20) state and local sales tax reports; (21) settlement
statements of transactions with subtenants, concessionaires, and licensees; and any and all records
that may be examined or required by an independent accountant in perfoiming an audit of Lessee's
Gross Sales or which may be requested by Lessor.
If .Lessee subleases the Premises or provides a license to a third party in accordance with
Article X. herein, and Lessee's operations require its sub -lessees (or licensees) to pay a security.
deposit and/or advance .rent, Lessee shall deposit such security deposit/advance rent monies into a
separate bank account and shall not commingle these monies with any other bank account used in
its operations as described herein.
Pertinent original sales records shall include, without limitation: (i) sales reports of back.
office systems fed from point of sale terminals, (ii) cash register tapes, including tapes from
temporary registers, if any, (iii) serially pre -numbered sales slips, (iv) the original records of all
mail, internet and telephone orders at and to the Premises, if any, (v) settlement report sheets of
transactions with any person conducting business on the Premises, if any, (vi) original records
indicating that merchandise returned bycustomers was purchased at the Premises by such
customers, (vii) memorandum receipts or other records of merchandise taken out on approval,
(viii) detailed original records of any exclusions or deductions from Gross Revenues, (ix) sales tax
records, and (x) such other sales records, if any, which would normally be examined by an
independent accountant pursuant to accepted auditing standards in performing an audit of .Lessee's
sales.
4.4 Reports by Lessee
Within thirty (30) days following the last day of each month of each Lease Year, Lessee
shall furnish to Lessor a monthly statement of Gross Revenues generated in the preceding calendar
month ("Monthly Gross Revenue Report"). The Monthly Report shall be signed and certified to
be complete and correct by an officer of Lessee. Lessee shall use a Monthly Gross Revenue
Report, a sample of which is attached herewith and incorporated herein as Exhibit D to itemize
any and all reportable Gross Revenues, or any similar form acceptable to Lessor.
Within sixty (60) clays after the end of each Lease Year, Lessee shall also furnish to Lessor
the Annual Rent Statement and Annual Gross Revenue Report specified in section 4.1.5 above,
showing in reasonable detail the amount of such Gross Revenues made by Lessee from the
Premises during the preceding Lease Year. Any intentional misstatement of Gross Revenues will
constitute a default under this Lease.
4.5 Right to Examine Financial Records
Lessor shall have the right to examine, make extracts from, and copy all of Lessee's
financial records, source documents, bank statements, state sales and use tax returns/reports, and
federal income tax returns filed by Lessee, and pertaining to the financial operations on the subject
Premises. Lessee shall make all such documents and records available for a period of seven (7)
17
Attachment 8 — .Form Lease Agreement
years after the expiration of each Lease Year. Lessee shall furnish such information at the Premises
or Lessee's main accounting office upon not less than thirty (30) days prior written notice from
Lessor.
4.6 Audit
At its option, Lessor may at any time, upon not less than thirty (30) days, prior written
notice to Lessee, arrange .for an auditor selected by Lessor to conduct a complete audit (including.
a physical. inventory) of the entire records and operations of Lessee included in Gross Revenues
from the Premises during the period covered by any statement issued by Lessee. Lessee shall.
make available to the Lessor's auditor at the Premises or Lessee's main accounting office on the
day set forth in Lessor's notice, reqMring such audit, all ofthe financial records, source documents,
variance reports, general ledgers, management reports, arrearage reports, check registers, and any
other .materials which such auditor deems necessary or desirable for the purpose of performing
such audit.
Lessee shall promptly pay to Lessor the amount of any deficiency in Base Rent and/or
Ticket Surcharge payments disclosed by any such audit. If such audit shall disclose that Lessee's
statement of Gross Revenues is at variance to .the extent of five percent (5%) or more, Lessor may
hill to Lessee the cost of such audit, .which Lessee shall pay within thirty (30) days after Lessee's
receipt of Lessor's invoice, If such audit shall disclose an overpayment, Lessor shall credit such
overpayment toward the next payment of Rent due. In addition to the foregoing, and in addition
to all other remedies available to .Lessor, in the event Lessee's auditor and Lessor's auditor shall
schedule a date for an audit of Lessee's records, and Lessee shall fail to be available or shall
otherwise fail to comply with the requirements for such audit, Lessee shall pay alL costs and
expenses associated with the canceled audit. Lessor and Lessee agree to attempt to resolve any
audit dispute not resolved in sixty (60) days following delivery of the final audit by submitting the
results of the disputed audit to a mutually acceptable third -party accounting firm for its opinion,
the fees of which shall be paid by Lessee.
In addition to Lessor's available remedies, in the event an audit or other reliable
information reveals that Lessee's records are unavailable due to Lessee's failure to reasonably.
maintain such records, Lessor shall be entitled to collect as Additional Rent from Lessee an amount
equal to the lesser of (i) fifty percent (50°A) of the Base Rent (the "Audit Unavailability Penalty")
paid by Lessee in the preceding Lease Year prorated for the period in question (i.e., if the period
in question is equal to six (6) months, then the Additional Rent provided for herein will he equal
to 50% (1/2 of the .year) of the Audit Unavailability Penalty) or (ii) the difference between (x)
1 10°A of the Base Rent that Lessee has calculated as payable in the year in question and (y) the
Base Rent paid in the preceding Lease Year. Lessor's exercise of the foregoing remedyshall in
no way limit or otherwise affect Lessor's ability to exercise other remedies available to it, nor shall
Lessee's obligations pursuant to the terms, covenants and conditions of this Lease (including,
without Limitation, Lessee's obligation with respectto reporting Gross Revenues and payment of
Base Rent and Ticket Surcharge) be in any manner reduced or diminished by the exercise of such
remedy.
Lessor shall additionally have such audit rights as are set tbrth by Section 18-1.02, City
Code, which is deemed as being incorporated by reference as if fully set forth herein. In addition.
Lessor shall have the ability but not the duty to conduct inspections, as ,are set thrill in Section 18-
18
Attachment 8 — Fora ease Agreement
101, City Code, deemed as being incorporated by reference as if y set rth herein, from time
to time, of the Premises as provided.
4.7 Lien for Rent & Other Charges
The whole amount of the Rent and each and every installment,. and the amount of all taxes,
assessments, water rates, insurance premiums and other charges and Impositions not paid by the
Lessee under the provisions of this Lease, and all costs, attorney's fees and other expenses which
may be incurred by the Lessor in entbreing the provisions of this Lease, or on account of any
delinquency of the Lessee in carrying out any of the provisions of this Lease, shall be and .they are
deemed to constitute a valid lien upon the Leasehold Improvements, and upon the Lessee's
leasehold estate.
ARTICLE V
LEASEHOLD IMPROVEMENTS
5.1 Lessee's Obligation to Provide and Fund Leasehold Improvements
Should Lessee construct and install improvements to the Premises or renovate and/or repair
existing improvements at the Premises ("Leasehold Improvements"), Lessee shall, with no less
than thirty (30) days prior written notice and at Lessee's sole cost and expense, submit to Lessor.
for Lessor's approval (not to be unreasonably withheld, delayed, or conditioned) its Plans (defined
below) for the commencement and completion of the construction of the Leasehold improvements.
The plans shall include any work or equipment to be done or installed by Lessee affecting any
structural, mechanical or electrical part of the Premises ("Plans"). Within thirty (30) days of
receipt of the Plans, the Lessor shall give Lessee written notice of either Lessor's approval or
disapproval setting forth the reasons therefore.
In the event that Lessor disapproves the Plans, Lessee shall within ten (I 0) business days
of receipt of the notice modify the Plans in accordance with the reasons set forth in Lessor's
disapproval notice, if applicable. The modified Plans shall be resubmitted to Lessor for Lessor's
final review and approval.
5.2 Possession Date
Lessor shall deliver possession of the portion of the .Premises offered by Lessee in its RFP
proposal to effectuate its tour boat operations and Lessee shall take possession thereof on the Lease
Date, as defined in Section 1.3.20 above ("Phase I Possession"). Delivery of possession shall he
subject to Force Majeure delays.
By the Lease Date, the Lessee shall have provided the City Manager or his/her designee
evidence, as may be reasonably satisfactory to the Lessor, that Lessee has sufficient funding or
binding funding commitments to complete the Leasehold Improvements to be constructed at the
subject Prernises.
5.3 Payment and Performance Bond
19
AiiacIimcii/8— Form Lease Agreement
Within ten (10) days after the Lessor approves the plans in writing and Lessee obtains
building permits consistent with the Plans, but in any event prior to the commencement of any
construction, the Lessee shall, at Lessee's sole cost and expense, furnish the Lessor with a Payment
and .Performance Bond in substantially the .fomiprescribed by Section 255.05, Florida Statutes.
Plans, design and construction documents will comply with all applicable contract, legal, and
regulatory .requirements .including, without limitation, the Florida .Building Code.
The Payment and Performance Bond shall be issued by a bonding company which shall be
approved by Lessor, in the reasonable exercise. of its discretion, in an amount equalto one hundred.
percent (100%) of the costs to construct the Leasehold Improvements described in Exhibit E
naming the Lessor as the owner/obligee, and the Lessee or Lessee's general contractor, as the
principal guaranteeing the payment and performance of Lessee's obligations with respect to any
and all construction work pertaining to the Leasehold Improvements, free of construction or other
liens. The conditions of the Payment and Performance Bond shall be to insure that the Lessee or
Lessee's general contractor will:
i. Promptly make payment to all claimants, as defined in Section 255.05 Florida
Statutes, as amended, supplying the Lessee with labor, materials, or supplies, used
directly or indirectly by the Lessee in the prosecution of the work related to the
Leasehold improvements under this Lease;
ii. Pay Lessor all losses, damages, expenses, costs, and attorney's fees, including
appellate proceedings, that Lessor sustains because of a default by Lcssce under
this Lease pursuant .to claims made under Section 255.05, Florida Statutes; and.
iii. Perform the guarantee of all obligations of the Lessee's under this Lease with.
respect to the construction, and the acquisition and installation of the Leasehold
Improvements.
The Payment and Performance Bond may be terminated at such time as the construction,
and the acquisition and installation of the Leasehold Improvements are completed as evidenced by
issuance of a Certificate of Occupancy and reasonably satisfactory evidence thereof is provided
by the Lessee to the City Manager, including certification by the Lessee's architect that all
requirements of the Payment and Performance Bond have been satisfactorily concluded, and by
the issuance of a Certificate of Occupancy. The form of the Payment and Performance Bond, a
sample of which is attached herewith by reference as Exhibit F, shall be approved by the City
Manager or the Risk Manager as his designee and by the City Attorney as to legal form, which.
approval shall not be unreasonably withheld..
5.4 Contractor's Insurance
The Lcssce shall .require every contractor performing any work pertaining to the Leasehold
Improvements to furnish certificates of insurance, including Builder's Risk insurance, if
applicable, to the reasonable satisfaction of the Lessor in accordance to Exhibit G attached hereto,
Copies of such certificates shall be furnished to the City of Miami Risk Manager, 444 SW 2nd
Avenue 9`11 'Floor, Miami, FL 33130. The City will be named as an additional insured on such
policies.
5.5 Conveyance of Improvements
20
Attaehment 8 ---- FOrrn Lease Agreement
The Lessee Itereby, in considerationof the granting of this Lease shall upon termination. or
expiration of this Lease, convey unto Lessor, free and clear of all liens., title to all Leasehold.
Improvements of a permanent character, including but not limited to refrigerators, stoves, freezers,.
hood systems, grills, dishwashers, sinks, kitchen work stations and light fixtures,.
In addition to the Leasehold Improvements to be conveyed to 'Lessor as referenced above,.
Lessee shall further grant to the Lessor the right to purchase .from the Lessee, all of Lessee's
personal property added to or installed at the Premises by the Lessee during the Lease Term,
including. all furnishings, and equipment at actual cost less depreciation as determined byan.
appraisal, provided that the Lessor by written notice to the Lessee at least forty l e (45) days prior
to the expiration or termination of the 1.....,ease Tenn.
.5.6 Premises to Remain Free of Liens
-Hie 'Lessee shall make, or cause to be made, prompt payment of al.l. money due a.nd legally
owing to all persons doing any .(ork,. including subcontractors, or providing supplies and.
equipment in connection with thc construction, reconsfructionor operation of the Premises, 'lite
Lessee shall have no power or right to and shall not in any way encumber the Lessor's .fee simple
interest in the Premises. If any hens or encumbrances shall at any time be filedagainst the
Prernises„ the lessee shall, upon acquiring knowledge crf such lien or cneumbranee, promptly take.
anddiligentlypursue a cause of action to have the same discharged or to contest in good faith the
amount or validitythereof a.nd. if .unsticeessful in such contest, to have the same discharged,. 1.1.•
Lessee fails to discharge the lien, the Lessor, in additionto any other right or remedy that it. may
have, .may take such actionas may be reasonably necessary to protect. its interest, and the Lessee
shall he responsible .for any and all reasonable costs incurred by the Lessor in con..nection with such
action, including all reasonable legal fees., costs and expenses.
5.7 Lessor Approval
All Plans furnished under this Lease are expressly subject to Lessor's written approval,.
which the City Manager is hereby authorized. to act on behalf of .for purposes of such approval,
and Which approval he or she may not unreasonably withhold or delay.
No approval by the City Manager of any Plans furnished under this 'Lease pursuant to this
section shall relieve Lessee of any obligation it may have at law to .file such Plans with any
departmentof the City or any other governmental authority having:jurisdiction over the issues; or
to obtain any building or other permit or approval required by applicable 'laws.. Lessee
acknowledges that any approval given b..y the City Manager pursuant to this Section shall nol
constitute an opinion or agreement by the City that the Plans are structurally sufficient or in
compliance with any applicable laws.
ARTICLE 'VI
CONDUCT OF BUSINESS B
6.1 Operation of Lessee's Business
LESSEE
At all times during the Lease Tenn, Lessee shall .manage the Premises with due diligence
and efficiency, in Lessee's sole discretion, subject to the limitations set forth in this Lease, and in.
21
Attachment 8 Form Lease .Agreetnent
a manner prudent and in accord with .the current first class and. best business practices and
techniques within the locale for Lessee's 'business in similar businesses located in the City of
Lessee shall offer services and/or carry at all times in the Premises a stock of merchandise
of such quantity, character and qualityas shall be in accord with comparable businesses .within the
locale of the .Premises.
6.2 Signs
Lessee will not place or permit to be placed or maintained on any exterior door, wall or
window of the .Premises, or within the interior of the Premises, any signage or advertising .matter
of any kind, .without first obtaining Lessor's written approval and consent, which may n.ot be
unreasonably withheld. 'Lessee shall ercet an exterior sign of type, composition and design in.
conformance with the City of ,Miami. Zoning Code, the: Sign Regulations of Miami -Dade County,
and Bayside Ma.rketplace's sign regulations, as applicable. Lessee .further agrees that such signs,
awning,. canopy, decoration,lettering,advertising matter or other thing as inay be approved shall
be maintained. in good condition and repair at all times.
ARTICLE VII
MAINTENANCE, REPAIR AND ALTERATION OF PREMISES
7.1 Le::e 's Maintenance Obligations
Lessee„ at its sole cost and expense, agrees to provide the necessary management and labor
to continuously maintain the Leasehold Improvements in the Premises, Mel:tiding all operating.
equipment,utility services, and connections within the Premises, Lessee, at its sole cost and
expense, agrees to provide, janitorial and custodian services, trash and garbage removal services,
and any and all other related .services necessary to have the Premises, and the Leasehold
Improvements remain in good„ safe, code compliant and sanitary condition and repair throughout
the Lease Term. Lessee shall he responsible for periodic painting of the interior and exterior of
the 'Premises and decorating the interior of the Premises, maintaining its equipment, fixtures,
furnishings, and other personal property in good conditionand repair. All maintenance shall he at
the 'Lessee's sole cost and expense and vi1l be subject to general inspection by the 1,....,essor to insure
a continuing quality of maintenance and appearance and physical condition of the Premises
commensurate with, maintenance, health, and safety standards established by the Lessor and.
.Applicable Law.
7.2 Lessee's Repair Obligation
Subject to the provisions of this Lease regarding casualty damage and condemnation and
except as otherwise provided for in this Lease, Lessee, at Lessee's sole cost and expense, at all
times during th.e 1.casc Tenn,shall make all .repairs to all Leasehold Improvements, including,
without limitation, all heating, ventilating and air-conditioning equipment and any other repair or
replacement to the Leasehold Improvements. 71,The ,Lessee will be responsible for maintenance and
repairs in the Leased Area throughout the term of this Lease. .For avoidance :of doubt, the Lessee's
repair obligations shall not include (i.) any initial installation or provision of City Improvements or
(ii) any repair, maintenance or replacement that includes areas outside of the Premises,. or (iii) any.
22
Attachinent 8 -- I:orm Lease .4greement
repair, maintenance or rej acemer , which is the .responsibility of Lessor, as provided Section
7.3 below..
7.3 ChangeslAlteratio
Lessee shall not install or cause to he installed any exterior signs, affixed exterior
machinery, shades, awnings in and to the Premises or any part thereof without the prior written
consent of the Lessor, which consent the City Manager is hereby authorized to give, and may not
unreasonably withhold or delay.
No approval by the City Manager of any changes or alterations shall relieve Lessee of any
obligation it may have at law to .file the required documents with any department of the City or
any other .governmental authority having jurisdiction over the issues; or to obtain any building or
other permit or approval .required by law. Lessee acknowledges that any approval given by the
City Manager pursuant to this section shall not constitute an. opinion or agreement by the City that
the changes or alterations are in compliance .with any applicable
ARTICLE VIII
INSURANCE AND INDEMNITY
8.1 Insurance on c Premises
In connection herewith, Lessee shall obtain and maintain. or cause to be obtained and
maintained in full force and effect throughout the .period of this Lease, the in.surance coverage set
forth in H. If required by state, county, or city laws from time to time for work conducted.
on or use of municipal properties, Lessee shall obtain and maintain or cause to the obtained and
maintained throughout or during the Lease Term, as applicable, such types and amounts of
payment, performance, maintenance, or restoration .bond(s) as shall be required to be reviewed and.
approved by the City's Risk Management Department in coordination with Lessee's 'Risk
Manager.
The Lessor reserves the right to reasonably amend the herein insurance requirements as
may be applicable in connection with the ,scope contemplated under this agreement. Lessor further
reserves the right to request copies of all applicable policies in connection with this agreement
8.2 Delivery of insurance Policies
All liability, statutory workers compensation and property policies, if applicable, shall be
retained by the Lessee,. Except as otherwise specifically provided, all other policies of insurance
required to be furnished shall be held by and be payable jointly to the Lessor and the Lessee with.
the proceeds to be distributed in accordance with the terms of this 'Lease, insurance company
certificates evidencing the existence of all of these policies of insurance shall be delivered .to the
Lessor. All policies of insurance required by this Lease shall provide that they shall not be
am.endedor canceled on less than thirty. (30) days prior written notice to the Lessor and all insured.
beneficiaries of the policies shall contain waiver of subrogation..rights endorsements, as required.
below, °The Lessor shall have no obligation to pay premiums, make contributions to the insuring
23
Attachment 8 -- 1:orin Lease Agreement
company or any other person, or 'u."") satisfy any deductible. On or 'before the Lease Date and not
less than thirty. (30) days prior to the expiration. date of any policy required to be carried pursuant
to this section, the Lessee shall deliver to the Lessor the applicable respective policies, or insurance
company certificates evidencing all policies of insurance and renewals required to be .furnished.
Receipt of any docum.entationof insurance by the Lessor or by any of its representatives that.
indicates less coverage than required does not constitute a waiver of the Lcssce's obligation. to
fulfill the insurance requirements herein. The Lessor shall appear listed as an additional insured
on all applicable liability policies, and loss payee on any property. policy. Theinsurance shall he
primary and non-contributory, and should include all corresponding endorsements in connection
with the agreement, and as required by the City.
8.3 Adjustment of Loss
Any Gross Insurance Proceeds recovered onaccount of any damage or destruction by any
casualty shall be made available for the payment of the cost of the reconstruction, repla.cement or
repairs. All of the Gross Insurance Proceeds plus the amount of any deductible applicable to said.
damage or destruction shall be deposited by the insurance company or by the Lessee (in the ease
of the deductible) with an escrow agent reasonably acceptable to the City .Manager, with.
instructions to the escrow holder that the escrow holder shall disburse the .funds to the Lessee, .with.
notice thereof to the Lessor, as the work of the reconstruction, replacement or repairs progresses
upon certificates of the architect or engineer supervising th.e work that the disbursements then
requested, plus all previous disbursements made from su.ch. Gross Insurance Proceeds, plus the
amount ("ff any deductible, do not exceed the cost of the work already completed and paid for, and
that the 'balance inthe esci-ow fund is sufficient to pay for the reasonably' estimated cost of
completing the required. work.. The escrow holder shall be any bank mutually agreeable to Lessor
and Lessee. If the amount of the Gross insurance Proceeds is less than the cost of the required
work„ then 1....essee shall pay the excess cost; and if tile amount of the Gross Insurance Proceeds is
greater than thecost of the required work, then the excess shall be paid to and belong to the Lessee.
8.4 Indemnification of Lessor
Lessee shall indemnify, defend and hold Lessor harmless from and against any. and al]
claims actions, damages, liability and expense in connection with personal injury and/or damage
to or destruction of..Premises arising from or out of any occurrence in, upon or at the Premises, or.
arising from the occupancy or use by Lessee of the Premises Or any part .thereof, or occasioned.
wholly or in part byany act or omission of Lessee, its agents, contractors, employees, servants,
customers, invitees, licensees, sub -lessees or concessionaires, excluding any claims arising from.
the negligence or willful misconduct of the Lessor (or any other person acting on behalf of the
Lessor as its contractor, employees; agent or representative). L.essee shall further indemnify
Lessor for any penalties, fines, costs, expenses, suits, liabilities, claims, or damages resulting from
Lessee's failure to perform its obligations in this Lease and/or for Lessee's failure to comply .with.
applicable laws. In case Lessor shall be made a party to any litigation comnienced by or against
Lessee and covered by this indemnity provision, then Lessee shall protect and hold Lessor
harmless and pay all of Lessor's costs and attorney's fees incurred by 'Lessor in connection with
such litigation, and any appeals thereof, Lessee shall also pay all of Lessor's third party costs,
expenses and reasonable attorneys' fees that may be incurred or paid by Lessor inenforcing the
24
Attachment 8 Form .Lease A grcement
covenants and agreements in this .Lease inclusive of administrative, litigation andappellate
proceedings. Further, Lessee shall iiidemnify, defend ,and hold Lessor harmless from. and against
any and all claims actions, damages, liability and expense arising from or caused by the .presenee„
in or about the Premises,. of any Hazardous Materials placed on or about the Premises by Lessee,.
or its agents, employees or assignees, or at 'Lessee's direction, or by Lessee's failure to comply
with. all applicable .Environmental
8.5 Waiver of Subrogation
Lessee waives all rights to recover against the Lessor for any damages arising from. any
cause covered by any insurance required to be carried by .Lessee, or any insurance actually carried.
by Lessee. The Lessee shall cause its insurer(s) to issue appropriate waiver of subrogation rights
endorsements to all policies of insurance carriedin connection xvith the Premises, or any part
th.ereof
8.6 Release of Lessor
The Lessee and its assignees, for and in consideration of the leasing and .the demise of the
Premises to the Lessee, hereby release, remise and discharge the Lessor, its officers and employees,
of and from all claims, demands, and 'actions, whether in law or in equity, which may be tiled or
assertcd by the Lessee or its assignees for or on account of improvements made and furniture,
fixtures and equipment installed in the Premises„ and from any and all costs and expenses of 1,essee
or its assignees in connection with this Lease, including, but not limited to those costs associated
vith the development of the Premises and acquisition of the Leasehold Improvements (the
"Claim"). It is the intent of the Parties that, this provision shall control over any other provision in
this Lease and that notwithstanding any limited representations provided by Lessor under Section
2.4 of this Lease, neither the Lessee, nor its .assignees shall seek to recover from the Lessor
compensation for, or reimbursement of, any costs, losses, .fees or expenses incurred by the Lessee
or its assignees. The terms of this provision shall expressly be made a.. part of any future assignment
or mortgage of the Leasehold Interest.
ARTICLE IX.
SERVICES AND UTILITIES
9.1 Lessee to Provide and Pay for 'Utilities
The Lessee shall pay, or cause to be paid, all proper charges far gas, electricity,. light, heat,
water and power, fir tclephonc, protective and other communication services, and for all other
public or private utility services, which shall be .used, rendered or supplied .upon or in. connection
with the Premises and any Leasehold Improvements,. if any,or any part. of it, at any time during.
the Lease Term„ and the Lessee shall comply with. all contracts relating to any such services and.
will do all other things required .for the maintenance and continuance of all services as are
necessary for the proper maintenance and operation of the Premises and the Leasehold.
Improvements. 'Hie Lessee shall, at its sole expense, procure any and all necessary permits,
licenses or other authorization required tbr the lawftil and proper installation and maintenance
25
Attachment 8 — .Form .Lease Agreement
upon the Premises of wires, pipes, conduits, tubes and other equipment and appl appliances for use in
supplying any such utilities, services or substitutes to the Premises.
9.2Lessor Not Liable for Failice, of Utilities
The Lessor shall not be liable for any failure of water supply, sewer, gas or electric current,
or for any injury or damage to any person or to tlie Premises caused by or resulting from water,
gas or electricity. which may leak or flow from the water or gas mains on to any part oftlie Premises
or the Leasehold lipprovements. The Lessor shall not he required to make any alteration to any
service or utility system of the Premises on behalf of Lessee.. I...,essor shall be liable for
temporary failure of services,. and any such temporary failure shall notbe deemed to constitute
actual or constructive eviction, nor entitle I......;essee to any abatement or diminution in rent payable
under this L,ease.
Lessor shall not make or allow to he made after the Lease Date any changes 111 any utility
service to, through, under or above the Premises that would result in a materially disruptive effect
on the use or operation of the Premises by .the Lessee and its customers, including but not limited
to fiber optics, telephone, electricity, water, storm and sanitary sewer, gas, heat, ventilation and air
conditioning, without the prior written consent of Lessee, which shall 1101 be unreasonably
withheld, conditioned or denied; further, provided, that the NkTitten consent of the Lessee shall not
be required for minor, routine and customary, maintenance, repair, improvement ancl upgrades
made by the .utility provider to the utilities it furnishes,
ARTICLE X
SUBLEASES, ASSIGNMENTS AND T. ‘NSFERS
MA Subleases, Assignments and Transfers,
Lessee shall not, at any time during the Lease 'Term,. enter into (i) an y sublease, license,
concession, easement, or permit agreement with respectto the Premises or (ii.) sublease, assign or
transfer this .[ease to any third party or parties, .which has the effect of granting exclusive
possession to the ..Premises and assigning the rent and other obligations set .forth in. this 1.„..ease to
any tirird. party or parties (collectively "Transfer"), without first procuring the prior written consent
of Lessor's City Manager (except as otherwise permitted under this Article X). The provisions of
this Article constitute the sole means by which Lessee may request.Lessor's consent to a 'Transfer.
The consent of 1....,essor shal l. not be unreasonably withheld or delayed.
In recognition. of the filet that this Lease was awarded to Lessee 1..bllowing a competitive
procurement relying on Lessee's .unique attributes,. any Transfer of this lLease to any third party or
parties (except as otherwise permitted under this Article X) shall require the prior written approval
of the C,"ity. Manager,. which may grant, deny, refuse or consent to such Transfer based on
reasonable commercial factors including the credit worthiness, solvency, reputation, ability and.
experience of such proposed transferee; Ifapproved, any such transferee shall he required tosign
a .written agreement assuming all tennis and conditions of the Lease, ..with.out exception in a ferry"
satisfactory to the Lessor. Any such attempted Transfer of the Lease, without the .I....,essor's prior
written consent, shall be void and of no ..force or effect and shall not confer any interest or estate
in the purported Transfer and will additionally be a default by Lessee of this Lease.
26
Attelehment 8 — Poor .Lis.' Agreement'
It is agreedthat all terms and conditions of this Lease shall extend to and be binding on all
transferees, assignees or Sub -lessees as may he approved by Lessor and shall be for a period of
tine equal to or less than the Lease Term.. Lessor reserves the right to directly terminate the rights.
and interests of any transferee or Sub -lessee under any Transfer for any cause for which Lessee's
Leasehold Interest may he terminated. Lessee shall reimburse to Lessor, as Additional Rent, all
costs and expenses, including third party attorneysfees, which Lessor reasonably incurs. by reason
of or in connection with a Trans..fer, and all negotiations and actions with respect thereto, such
Additional Rent to be due and payable within. thirty (30) days of receipt of a statementof such
costs and expenses from Lessor.
1.0.2 Procedure for Transfer
Subject. to the provisions of Section It). 1 should Lessee desire to Transfer the Lease,
Lessee shall,. in each instance, give .written. notice of its intention to do so to Lessor's City Manager
at least thirty (30) days prior to the effective date of any such proposed Transfer, specifying in
such notice the nature of such proposed Transfer and the proposed date thereof and specifically
identifying the proposed Sub -lessee, Assignee or transferee. Such notice shall be accompanied by
a copy of the proposed '"Fransfer agreement and any other documents or -financial information
Lessor may reasonably require in. order to determine the suitability of the Sub -lessee, Assignee or
.transferee. :If requested by Lessor, Lessee shall provide to L.essor copies of all Transfer documents
and amendments thereto. Lessor shall either (i) withhold consent to the Transfer., together with a
detailed explanation for such denial, or (ii) consent to such Transfer upon the terms and subject to
the conditions provided for in this Article,by mailing written notice to Lessee of its intent to do
so., .Lessee acknowledges and agrees that the imposition of the conditions provided 1.1.erein.
requiring Lessor's consent is reasonable..
1.0.3 Additional Consideration Payable to Lessor
I....,essor gives its consent to any "Fransfer, Lessor shall be entitled to proceeds .froniany
such Transfer, with the .I.....;essor's participation amounting to ten. percent (IO%) of gross proceeds
fromthe sale i:Ithe Lease is assigned or otherwise transferred or sold within Lease Years one (I)
tlirough three (3); and seven percent (7%) if transferred within. Lease Year ..four (4) and five (5)
("Transfer Fee") Lessee shall, in consideration of any Transfer„ include in ,Lessee's Gross
Revenues the .amount of Sub -Lessee's, Assignee's or Transferee's Gross Revenues which shall be
listed ,separately on Lessee's .Annual Report. Sub -Lessee's, Assignee's or -Iransferee's records
shall be kept in accordance with Article IV. Additionally, Lessor reserves the right to examine
Sub-I.....essee's, Assignee's or 7fransferee's hooks and audit transferee's entire records in accordance
with Article IV of this Lease.
The Transfer fee shall be perpetual and shall apply to any successive Transfer procured by
the terms of this Lease fir as long as this Lease is active, including modifications and extensions,
if any. The acceptance by Lessor of the paymentof rent following any Transfer prohibited by this
Article shall not be deemed to be consent by Lessor to any such Assignment or Transfer, nor shall
the same be deemed a waiver of any right or remedy of Lessor hereunder.
10.4 Definitions
27
il trachinent 8 Eurni Leusc „4g)-eement
As usedin this Article, the term:
"Transfer- means:
1. any total or partial sale, or assignment of Lessee's business or Leasehold
Estate or any contract or agreement to d,o any of the same, including by
entering into a sublease, assignment, transfer agreement, concession
agreement,. etc,.
7. any transfer of more than forty-nine percent (49V0) of the stock of Lessee
or of the stock of any Owner, other than an Owner 'whose shares arc
publicly traded, if the transfer results in a transfer. of more than tbrty-nine
percent (49%) of the beneficial ownership of Lessee;
3. any merger, consolidation or sale or lease of all or substantially all of the
assets of the Lessee or of any Owner, other than an owner whose shares
are publicly traded.
"Owner- means:
any person., firm, corporation or other entity winch owns, directly or
indirectly,. legally or beneficially, more than .fifteen percent (15%) of the
stock of the Lessee, but shall not include any.. shareholder of an Owner
whoseshares are publicly traded.
"Owner whose shares are publiely_traded" means:
1. an Owner who Kati .filed an effective registration statement with the
Securities & 'Exchange Commission (or its successor) with respect to the
shares of any class of its voting stocl«.)r of all classes of any other .form
of ownership interest which includes voting rights; and.
2. whose voting stock and other fonn of ownership interest described in
clause (i) is fisted for trading purposes on a securities exchange subject to
the regulatory jurisdiction of the Securities & Exchange C7oirunission (or
its successor) or is publicly .traded over the counter.
10.5 Acceptable Transfers
The Lessee recognizes that the operational experience of the .Lessee as set forth in the
proposal was given special consideration by the Lessorin the public selection .process undertaken
by the Lessor for the award of this Lease. ThereR»,:e, Lessee agrees that except as permitted
pursuant to this Article X of this Lease, no Transfer may be rnade„ suffered or created by the
Lessee, or any Owner without the prior written consent of the City Manager, which consent shall
not be unreasonably withheld or delayed. The .f011owing 'Transfers shall be permittedhereunder
without. the written approval of the City Manager:
(a) Any Transfer directly resulting from. the foreclosure of Lessee's Leasehold Estate,
provided that such purchaser or grantee is an iiistitutional. investor (including a bank or
other similar financial institution) or an agent, designee or nominee of an institutional
investor which is wholly owned or controlled by an .institutional investor, and that such
purchaser or grantee within six (6) months after taking possession of the Premises, shall
have entered into an agreement for the management and operation of the Premises with
an Acceptable Operator or is .itself an Acceptable Operator;
)8
Attachment. 8 -- Form .Lease Agreeinem'
(b) the iStillarleC of stock or stock options to Lessee's directors, officers, or employees,
provided the stock or stock options issued constitute, in the aggregate, less than 'fifteen
percent (15°/6" ) of the issued and outstanding stock of Lessee;
'ale Parties hereby acknowledge and agree that anything herein to the contrary
notwithstanding, the "going public" by Lessee, including., but ..not limi lcd to,the filing of a.
registration statement with the Securities and .Exchange Commission and or the creation of one or
more classes of stock and the offering of shares of stock to the public for purchase, shall not
constitute a Transfer hereunder and shall not .require the consent of the Lessor.
Any consent to a 7Fransfer shall not waive or abridge any of the Lessor's rights .to consent
to a subsequent Transfer. Any Transfer made in violation of the .terms hereof shall be null and
void and of no force and effect Any transferee must be an institutional investor (as provided.
above) or an Acceptable Operator in each such instance,
1.0.6 Notice of Transfer'
With respect to any Transfer which must be approved by the City Manager, the Lessee
shall give or cause to be given to the Lessor written notice (including all information necessary for
the Lessor to make an evaluation of the proposed Acceptable Operator according to the
requirements of this Lease) of any Transfer of which Lessee, or its officers shall have knowledge,
not less than thirty (30) days prior to any such proposed Transfer, and the Lessor shall within thirty
(30) days of its receipt of such information, advise Lessee in .writing it it shall consent to sante..11
the .Lessor shall not consent to a Transfer,. the City Manager shall state the reasons for such
disapproval in his notice to Lessee If the Lessor is not required to consent to a 'Fransfer pursuant
to the terms hereaf, the 1...,essee shall notify the Lessor in writing of same within thirty (30) days
after the date of Transfer In the event that City Conunission approval is required by this Lease,
the City Manager shall use due diligenceto present the .request for Transfer to the City Commission
as soon as practicable and the thrte for performance by E.essor shall be reasonably extended .to
provide sufficient time For presentation to the City Commission.
1.0.7 Information as to Shareholders, etc.
applicable, 1.....,essee shall .fromtime to time throughout the Lease Term, as the Lessor shall
reasonably request, furnish the Lessor .with a complete statement subscribed and sworn to by. the
President or Vice -President and the Secretary or Assistant Secretary of the Lessee, setting forth. (to
the extent known) the full names and addresses of holders of stock interests in Lessee,
and the extent of then: holdings, and in the event any other parties have a material. beneficial interest
in such stock, their full names and addresses and the extent of such interest as determined or
indicated by the records of [...„essee. Notwithstanding the lorcgoing, the information required by
this Section shall not be requiredto be furnished with respect to the shareholders of any Owner
whose shares are publicly traded. As used inthis section, the .term. "material' shall meanownership
of not less than a ten (I O''',/,;) percent interest in Lessee.
10.8 Effectuation. of Permitted 'Transfers
No Transfer shill . be effective unless and. until:
29
Attachment 8 .— Form Lease ..,,,Igreement
(7)
(1) all R.ents„ taxes, assessments, impositions, insurance,. permitting and other charges
required to be paid by the Lessee under this Lease shall be paid by the Lessee up to the date of
transfer, and all other covenants and agreements to be kept and performed by the Lessee shall he
substantially complied with at the date of the Transfer; and.
(2) the entity t() .which such 'Transfer is made, by instrument in writing reasonably
satisfactory to the City Manager (subject to approval as to legal form by the City Attorney) and in
a (brim recordable among the land records, shall, for itself and its successors and assigns, and.
especially for the benefit of the Lessor, expressly assume all of the obligations of Lessee .under
this Lease, agree to be subject to all conditions and restrictions to which Lessee is subject,
including the additional guarantees required under Section 16.5 of this Lease; provided, however,
that any transferee shall not be required to assume any personal liability under this Lease with
respect to any matter arising prior or subsequent to the period of such transferee'.s actual
ownership, partial or whole, of the Leasehold Estate created by this Lease (it 'being understood,
nevertheless, that the absence of any suchliability for such matters shall not impair, impede or
prejudice any other rightor remedy available to the Lessor 'for default by Lessee). Nothing herein.
shall be construed to relive or release the Lessee from liability .for the performance of all of the
Obligations (..Tit 1....„essee under this Lease.
10.9 Criteria for Consent for Transfer
The Lessor may, at its sole discretion, condition its consent to a perinitted Assignment,
Sublease or Transfer upon satisfaction of all or any of the following conditions:
(1.) "The proposed entity to 'Which the Leasehold is being assigned, transferred, or subleased
("Transferee"), shall be an Acceptable Operator;
(2) Transferee shall satisfythe qualification requirements iinposed upon Lessee and set out in
the original RFP;
(3) Transferee shall have no open permits, liens, fines, unsafe structures, or any open lawsuits;
(4) The net assets of the Transferee immediately prior .to the Transfer shall not be less thaw
(a) the net assets of the Transferor whose interest is being transferred immediately prior to
the 71Transfer„ (h) the net assets of said 7Fransferot on the '[ease Date adjusted. for inflation.;
or (c) an amount reasonably necessary to discharge Lessee's remaining obligations
hereunder;
Such Transfer shall not adversely affect the quality. and type -jf business operation which
the Lessee has conducted theretofore;
(6) Such Transferee, shall .possess qualifications for the .Lessee's business substantially
equivalent to Lessee or an Acceptable Operator, or shall engage an Acceptable Operator
and shall have demonstrated recognized experience in successfully operating such a.
business, including, without limitation, experience in successfully operating a similar
quality business;
Such Transferee shall agree to continue to operate a business similar to the
at the Premises pursuant to this Lease;
se eo
di eted
10
Attachment 8 — .Form Lease /.1greement
( I
(8) Such 7Fransferee shall assume in writing, in a form acceptable to Lessor, all of Lessee's
obligations hereunder, and Lessee shall provide, L.essor with a copy of all documents
pertaining to such Transfer;
(9) Transferee shall submit to a credit check and other background checks as Lessor sees fit.
Failure or refusal to submit to said credit and background cheeks shall be an automatic
disqualification o-f the potential transferee;
Transferee shall be required to pay a minimuni of fair market value for the assignment,
sublease or transfer;
(l I) Lessee shall pay to the Lessor any (Inc. but unpaid Rent.
HUD Liability of Lessee
If a 'Transferee does not nicct all of the criteria set forth in this Article, Lessor., at its sole
option, may require Lessee or Owner transferring such interest to 1.-emainliable under this 1 ease
tbr the performance of all terms, including,. but not limited to, payment of Rent due under this
Lease. If a Transferee does meet the criteria set forth in this Article, Lessee shall be released from.
any and all i.e,rnaining liability and/or obligations set forth in this Lease from the effective date of
such Assignnient or Transfer, but shall remain liable and .responsible as provided by this
Agreement and applicable laws or performance of duties including, without limitation, payment
of rent prior to the effective date of such transfer.
I OA I Acceptance of Rent fromTransferee
Th.e acceptance by Lessor of the payment of Rent tollowing any Transfer prohibited by
this Article shall not be deemed to be a consent by Lessor to any such Transfer, nor shall the same
be deemed to be a waiver of any right or remedy of Lessor hereunder.
1.0.12 Transfers of the Lessor's Interest
At the Lessee's request, .Lessor shall provide the 1....essee copies of any and all agreements
or contracts pertaining to the total or .partial sale, assignment, conveyance mortgage, trust or
power,or other transfer in. any mode or ..forin. .of or with respect to the Lessor's reversionary or fee
interest in the Premises,. or any part thereof, or any interest therein., Or any contract or agreement
to do any of the same, to any purchaser, assignee, mortgagee, or trustee. Lessor hereby agrees to
incorporate the terms and conditions set 'forth in this Lease or in any agreement or contract with
such purchaser,. assignee, mortgagee,or trustee.
10.13 Nfortgages of Leasehold Interes..
10.13.1 Right to Mortgage, All rights of Lessee pursuant to this Lease are mortgageable,
pledgeable„ assignable or transferable,in accordance with the terms of this Lease.
Any successor to, or assignee of, the rights of Lessee hereunder (whether as the
result of voluntary assignment, .tbreclosure, assignment in lieu of ..foreelosure or
otherwise) shall ho]d or be entitled to exercise the rights of Lessee hereunder as
fully as if named as such party herein. No party exercising rights as Lessee
3
Attachment 8 .— .Form Lease ./igreement
hereunder shall have or incur any liability tbr the acts of any other party which.
previously exercised or subsequently shall exercise such rights. In no way shall
Lessee have any authority to mortgage the ownership interest belonging to Lessor.
10. 13.2 Requirements for Mortgage. In addition to th.c requirements specified throughout
this Lease, Lessee may only pledge, hypothecate, or otherwise tnortgage the
Leasehold Estate with the written permission of the City .Manager, the permission
for \vitich shall not be unreasonably withheld.
1.0.1.3.3 Notice. In the event lessor gives a notice of default under this Lease to Lessee,
Lessor shall also send a copy of such notice to any holder of a Leasehold Mortgage,
provided such holder or its mortgagor shall have sent Lessor a notice inihrming it
of the existence of such Leasehold Mortgage and the name of the person or officer
and the address to ‘vhich copies of the .notices of defaults are to be sent (each a.
"M)rtgage(_."). S.uch Mortgagee shall have an additional thirty (30) days to cure
any default .that is capable of being cured with the payment of money, and an
additional thirty (30) clays for all other defaults (and such additional time, as to .non -
monetary defaults,. as the Mortgagee in good faith and with reasonable diligence
either attempts to cure such clefaultor commences and thereafter prosecutes with,
reasonable diligence, i:r not enjoined or stayed, appropriate proceedings .for
foreclosure or other enforcement of the 1.ierts securing its financing). Initiation of
.foreclosure proceedings against Lessee shall constitute "diligence" by a Mortgagee
hereunder so long as such .fbreclosure proceedings are continuously pursued and all
rent and additional rent is being paid to Lessor by Lessee or Mortgagee during the
pendency of any foreclosure proceeding, The foregoing requireinents to give notice
of default to a Mortgagee and allow such Mortgagee an opportunity to cure such
default shall not delay the exercise of self-help remedies •by Lessor in the event of
an emergency.
1.0.13.4 Rights of Mortgagees. Once Lessor has .reeeived. a notice as specified. .in the
preceding section, then, from and alter receipt of such notice:
ll I No voluntary termination by Lessee of this I....ease shall be effective unless
consented to in writing by such Mortgagee; and any material amendment or
.material modification of this Lease or .the exercise by Lessee of any option to
terminate this 'Lease without the .written consent of such Mortgagee shall he
voidable. as against such Mortgagee at its option If any '.Mortgagee shall 'fail to
respond to any written consent under this section within thirty. (30) days atter the,
receipt by such Mortgagee of such written request (which written request shall
.make specific reference to this section.), the Mortgagee shall be deemed to have
denied its consent to such request.. No notice required to be given to Lessee by
Lessor shall be effective as to such ,Mortgagee unless and until a copy thereof has
been given to such Mortgagee.
(2.) Lessor shall accept pertbrmanee of any and all of Lessee's obligations hereunder,
including the obligations to pay rent,from any such Mortgagee and the performance
of such obligation by such Mortgagee shall be deemed to have been a cure effected
by Lessee. Lessor hereby consents to the entry onto the Premises by any such
A ttachinerit 8 ---- F (»717 .Lease Agreement
Mortga.gee for the purpose of effectin.g. the cure of any default by Lessee. In the
event of a default by Lessee hereunder, any Mortgagee may affect the cure of such
default by foreclosing its IVIortgage, obtaining possession of the Premises and
performing all. of ,Lessee's obligations hereunder,
(3) "fit shall he necessary for any such ,Mortgagee to obtain possession of the Premises
to effect any such cure of a default by Lessee under this Lease„ then. Lessor shall
n.otcommence any proceeding or .action to terminate the Lease Term if (a) such
Mortgagee shall have informed .L.essor within the grace period applicable to such
Mortgagee that such Mortgagee has taken steps to .lbreclose its Leasehold
Mortgage, to obtain possession of the Premises, (b) the rent and all monetary.
obligations of Lessee shall be paid and all other provisions and requirements of this
Lease which. are capable of being observed and performed without obtaining,
possession of the Premises are so observed and performcd while any such
foreclosure, other action or otherremedy is being prosecuted by any such.
Mortgagee and for so long thereafter as such Mortgagee shall have obtained
possessionof the Premises, and (c) such Mortgitgee shall be diligently prosecuting
such .foreclosure or cancellation and attemptin.g, to effect a cure of the default.
Nothing herein contained shall be deemed to require the Mortgagee to continue
with any foreclosure or other proceedings, or, in the event sues Mortgagee shall
otherwise acquire, possession cl' floe Premises, .to continue such possession, if the
defindt in respect to which Lessor shall have given the notice shall be .remedied..
(4) ,I...„essor agrees that in the event of the temnnation of this Lease by reason of any
default by Lessee or rejectionof this 1,...,ease in a bankruptcy proceeding effecting
Lessee, and. if Lessor has prior to such .terminationbeen gi ven. written notice of the
name and address of such Mortgagee, Lessor will enter into a new agreement for
the Premises with any Mortgagee or a wholly owned subsidiary of ,Mortgagee for
the remainder of the I.,,ease Term, effective as of the date of such termination, at the
rent anti .upon the terms., options, provisions, covenants and agreements as herein
contained, provided:
Such Mortgagee shall make .written request upon ,Iessor for such new.
agreement prior to or within ten. (10) days after the date of such termination
and such written request is accompaniedby payment to 1.....essor of all sums
then due to Lessor hereunder;
it. Such 'Mortgagee or its nominee shall pay. to Lessor at the time of the
execution and delivery of said new lease any and all sums which .wouldat
that time be due hereunder but fir such termination and
That in the event there exists .more than one .Mortgag.ee„ the first Mortgagee
shall .have the first option to become Lessee under the provisions of this
section, with priority over the second 'Mortgagee.
(5) No Mortgagee shall become liable under the agreemen.ts„ terms,covenants or
conditions of this Lease unless and until it 'becomes the owner of the estate held. by
Lessee.
A1.1 of the provisions contained in this Lease .with respect to 1 eascho!d Mortgagc and the.
33
hinent 8 -- Fort"' .1„ease ./.1greenient
rights of 'Mortgagees shall survive the termination of this .Lease for such period of time as shall be
necessary to effectuate the rights granted to all Mortgagees by the provisions of this Lease.
Nothing herein contained shall require any Mortgagee or its nominee to cure any default
by Lessee hereunder, unless Mortgagee accepts assignment and assumption; however this shall
not preclude the City from seeking a judicial remedy for any such losses or breaches of the Lease
in a manner consistent with the terms of this Lease.
ARTICLE XI
COMPLIANCE WITH
11.1 Compliance with Lames
Lessee shall, at I...esscers sole cost and expense, comply with all applicable Federal, State,
and kcal laws, and all applicable permitting and regulatory requirements, rules, regulations, codes,
ordinances, and writtenpolicies now in force, or which .inay lierea.fter be in .:Iiitree„ pertaining to
Lessee Or its use Of the Premises, and shall .:faithfully Observe in the use of the Premises or in the
performance of any alterations (including„ without limitation,the construction of any Leasehold
Improvements) all applicable laws now in force or which may hereafter bc in force.
ARTICLE XII
ENVIR( NMENTAL LIABILITY
12.1 Definition of Terms
For purposes of this Article XII the .following terms shall have thc ineaning attributed to
them herein.:
"Hazardous Materials" means any toxic or 'hazardous substance, material, or waste, and.
any other contaminant, pollutant or constituent thereof, whether liquid, solid, semi-
solid,. sludge and/or gaseous, including without limitation,chemicals, compounds,
pesticides, .petroleum products including crude oil and any 11-action thereof„ asbestos
containing materials or other similar substances or .materials which are regulated or
controlled by, under, or pursuant to any federal, state or local statutes, laws, ordinances,
codes, rules, regulations, orders or decrees including, but not limited to, all applicable
laws.
2. "Environmental Laws" shall include all applicable 'laws„ rules and ordinances, existing
now or in the future during the Term, as amended, .modified„ supplemented, superseded
or replaced at any time during time Term, that govern or relate to: the existence, cleanup.
and/or remedy of contamination of property; the protection of the environment .from
spilled„ deposited or otherwise emplaced contamination; the control of hazardous or
toxic substances ,t)r. wastes; the use, generation, discharge, transportation,treatment,
removal or .recovery of 'Hazardous :Materials; or otherwise regulating the impact of
human activities on the environment.
34
Attaehment 8 -- .Forin Lease .Agreement
"costs" shall mean all costs incurred in connection with correcting any violations of
any Environmental Laws and/or in connection with the elean-up of contamination on
the Premises,
4. "Clean Up" shall mean any remediationand/or disposal of Hazardous 'Materials at or
from the Premises which is ordered by any federal, state, or local environmental
regulatory agency.
12.2 Lessee's Environmental Covenant
The 1.,,,essee shall not cause or permit any .Hazardous Materials to be brought upon, treated,
stored, disposed of„ discharged, released, produced, manufactured, generated, refined, or used
.upon, about or.' beneath the Premises or any portion thereof by the 1....,essee, its agents, employees,
contractors, licensees, or invitees except as may be customarily used and required to conduct
Lessee's business or as may be .used in compliance with. lEnvironmental Laws. Lessee shall not
permit any activities on the :Premises that would violate .Environmental Laws. 1 Lessee should
breach this covenant, Lessee shall take all actions necessary to coimply with all Environmental
Laws and shatl, at Lessee's sole cost and expense, perform any and all Clean Up. Lessee's
obligation:under this section shall survive the expiration or earlier termination of this .Lease .for a
period of two (2) years.
1.2..3 Survival of Lessee's and Lessor's Obligations
The respective rights and obligations of Lessor and Lessee under this Article XII shall
survive the expiration or termination of this Lease for a period of one (1. ) year.,
ARTICLE XUI
DANL. .3E OR DESTRUCTION OF PREMISES
13.1 Definitions
For the purposes of this Article )(IL., the tollowing voids shull have Ole lTleanings
attributed to them in this Section 13.1:
(a) "Completely Destroyed" means the destruction of the sale, leasable use oroccupancy
of a substantial portion of th.e ..Premises under this I....,ease which damage cannot
reasonably he repaired, restored or replaced within one hundred eighty (I.80) calendar
days from the date on which the damage occurred..
(h) "Partial Destruction" means any damage to the 1,1reini.ses which damage can reasonably
he repaired., restored or replaced within one hundred eighty (180) calendar days from
the date on. which. the damage occurred.
13.2 Duty to Repair, Restore or Replace Premises after Damage
In. the event of damage by fire or otherwise of the Premises including any fliiichinery,
fixtures or equipment which are a part (.if the Premises, the Parties agree as .tbliows:
35
Attcwliment 8 — Lease .Agreenlent
In .the event of Partial Destruction of the Premises, within sixty (60) calendar days of the
damage (subject to reasonable delay and/or Force ,Miljeure)„ (i) the Lessee shall use the Gross
Insurance Proceeds available, together with Lessee's ovvn funds (if the Gross Insurance Proceeds
are insufficient) to commence and diligently pursue to completion within one hundred eighty (180)
calendar days from the date the damage occurred (subject to reasonable extension due to Force
Majeure or delays by Lessor in the repair, restoration, or replacement of the damaged or destroyed.
portion of the Premises as required in order for the Lessee to commence the restoration of .the
Leasehold improvements)„, the repair, ,restoration or .replacement of the damaged or destroyed.
portion of the Leasehold ,Improvements ("Restoration Work"), and this Lease shall .remain in full
force and effect, with no abatement in Rent.
in the event the Premises are Completely Destroyed at any time during ,Lease Term, Lessee,
iii its sole discretion,. shall have the option to select whether to terminate this Lease within sixty
(60) days of the damage. In the event the Lesseeshall determine not to terminate this Lease, then
at the Lessee's sole cost and expense, (toge(her with Gross Insurance Proceeds available ..for that
purpose), Lessee shall commence and diligently pursue to completion the ,Restoration. Work, in.
accordance with .the provisions of Section. 13.3 below, and Lessee shall complete the .Restoration
Work within twelve (12) months .from the date the damage occurred (subject to reasonable
extension due to Force Majeure or delays by Lessor in the repair, restoration., or replacement of
the damaged or destroyed portion of the Premises as required in order for the Lessee to commence
the restorationof the Leasehold finprovements)„ and this Lease shall remain in .full force and effect,
With no abatement in Rent. Alternatively, the Lessee ,may elect not to undertake the Restoration
Workbyproviding written notice to 'Lessor and in \Vhich event this Lease shall terminate, and the
Lessee shall, at the 1„,,essee's sole cost and expense,. (but using along with the. Lessee's own funds,
Gross ,Insurance Proceeds available for that purpose) deliver possession of the Premises to 1.,,,essor
freeand clear of all debris and Lessor and Lessee shall each be released thereby from any .further
obligations hereunder accruing after the effective date of such termination, except that such release
shall not apply to any Rent or other sums accrued or due, Les,see's obligations regarding surrender
of the Premises including .the removal of debris, and environmental liability as provided for in
Article XII.
13.3 Performance of Restoration Work
In the event Lessee .undertakes any Restoration Work in accordance with .the provisions of
this Article, such 1.(„istoration Work by Lessee shall be substantially the same as possible to the
condition that existed immediately .prior to the damage, and shall be performed in accordance with
the provisions of Article V applicable to the construction of any Leasehold ,finprovements. Lessor
hereby acknowledges and agrees that Lessee's obligations 'hereunder and the time periods set forth
above are subject to Force ,Majeure„ and reasonable extensions based on the severity of the damage.
13.4 No Additional Right to Terminate
Except for the Lessee's right to terminate this Lease in accordance with the provisions of
Article XIII set 'forth herein, Lessee waives the provisions of any statute, code or judicial decision
which grants Lessee the right to terminate this Lease in the event of damage or destruction of the
Premises.
36
A miclunent 8 -- .17orm „Lease Agreement
13.5 Lessee's Right to Terminate.
If Lessee elects to exercise the option given under Subsection I 3,2, to terminate this Lease,
then any and all Gross insurance Proceeds paid for damage or destruction of the Premises shall he
applied as follows:
First toward debris removal; and
Second, toward the balance of the proceeds, if any, after payment of any Rent due, shall he
paid to the Parties as the respective Rent shall be prorated based on the useful life of the
Premises prior to the casualty event as compared to the remaining term of the Lease and
any option periods without consideration of the termination of the Lease as provided in this
Section,
116 Payment for Construction of Restoration Work
Except as otherwise provided for in this /\rticle X 111, all Gross lnsurance Proceeds shall be
applied by the Parties to the payment of the cost of the Restoration Work to restore the Premises,
and the Gross Insurance Proceeds shall be paid out, the Restoration Work shall be pertbrmed„ and
the Lessee shall make additional deposits with an escrow agent, if any are required, as may be
applicable.
13.7 Collection of Insurance Proceeds
The Lessor shall in no event he responsible. for the non -collection of any insurance
proceeds under this Lease but only for insurance rnoney that shall core intomis hands.
13.8 Unused Insurance Proceeds and Deposits
In the event any Gross Insurance Proceeds or stuns deposited with an escrow. agent or
Lessor in connection withthe Restoration 'Work shall remain in the 1-rands of an escrow agent or
the Lessor,if the Parties have agreed to allow the Lessor to hold the insurance proceeds until
completion of the Restoration Work, and i f the 1 essee shall notthen be in default under this Lease,
in. respect of any matter or thing of which notice of default has been served on the Lessee, then the
remaining funds shall be applied first towards any unpaid Rent, and the remaining balance paid to
the Lessee.
ARTICLE XIV
EMINENTDOMAIN
14.1 Total Condemnation
In the event that all of the .Premises (or such .partionthereof as shall, in the good faith,
opinion. of .'Lessor or 'Lessee, render it economically unfeasible for its intended purpose) shall be.
taken tbr any public purpose, by the right of condemnation, the exercise of the power of eminent
domain or shall be conveyed by. the Lessor and l._,•essee acting jointly to avoid proceedings of' such
taking, the Rent pursuant to this Lease shall be prorated and.. paid by the. I.....essee to the .Date of
37
A 1w-retail:en t. 8 --- .F(.)1•177 Lease ,4,greenie1t
Taking or conveyance in lieu thereof, and this Lease shall tern:vitiate and become null and void as
of tlic Date of Taking or such conveyance. Any damages resulting to Lessor and .Lessee,
respectively, andto their respective interests in and to the "Premises, the Leasehold Improvements,
and in connection with this '1....,:ease (which amount of damages shall be calculated 'based on the
remaining term of the Lease and any option periods without consideration of the termination of
the Lease as provided in this Section), shall be separately determinedand computed by the court
having jurisdiction and separate awards and judgments with respect to damages to .1„,essor and.
1"....essee„ respectively,. and to each of their respective interests, shall be made and entered,.
14.2 Partial Condemnation
In the event less than all of the Premises shall he taken .for any public use or purpose by
the right or the exercise of the power of eminent domain, or shall be conveyed by. the L:essor and
Lessee acting jointlyto avoid proceedings (..4f such taking,. and Lessee shall he of the good faith.
opinion that it is economically .feasible to effect restoration thereof, then. this Lease and all the,
co\ enants,. conditions and provisions hereunder shall be and remain in full force and effect as to
the Premises not so taken or conveyed.. Lesseeshall to the extent. the :proceeds of the Gross
Condemnation Award are :matte available to it, pursuant to the terms hereof, remodel, repair and
restore the remaining portion of the 'Premises so that it shall be comparable to the Premises prior
to the condemnation.: provided, however,. that in so doing, "Lessee shall not be required to expend
more than the amount of any Gross Condemnation A.ward actually received. 'by Lessee.
The Gross Condemnation Award allowed to Lessor and Lessee shall be paid.. to and
received by the Parties as tbilows:
(a) There shall be paid to the 1..,essor the value of the portion of the 'land so taken and.
Lessor's reversionary interest in the improvements so taken,. winch land and
reversionary improvements shall be valued as i r unen.eumbered Lessor shall further
he paid an amount by which the Rent has been 'reduced by the taking;
(b) ..Fhere shall be paid to the Lessee any amount by which Lessee's profits and .value of
Lessee's interest in the Lease and the Premises have been reduced by the taking after
any payment required by the Lease;
(c) There shall be paid to the ..Lessee the amount required. to complete the rcniodeliiig and
repairs to the Premises pursuant to (a) above;
(d) The Lessor and lessee shall be paid .portions of the balance of the Gross Condemnation
AWard or awards, if any, ‘vhich are allocable to and representedby the value of their
respective .interest in the Premises as found by the court in its condemnation award.
14.3 Adjust' lent of Rent Upon Partial Taking
In the eventa part of the Premises shall be taken .for any public use or purpose by the
exercise of the power of eminent domain, or shall be conveyed by 'Lessor and .Lessee acting jointly
to avoid proceedings of such taking, then 'Rent pursuant to this Lease shall be paid by 1......essee to
the Date of Taking or conveyance in lieu thereof„ and after such date the Base Rent for the
i.-enaainder of the Lease "Term shall be reduced on an equitable basis and Ticket Surcharge shall.
continue at the same rate.
38
Attachment 8 -- F01171 Lease Agreement
14.4 Deposit of Condemnation Award with EscrowAgent
Unless the effect of a condemnation proceeding shall be to terminate this Lease by
operation of law or as provided in Section 14.2 above, any Gross Condemnation. Award made in.
respect to the Premises in a condemnati(m proceeding shall be deposited with an escrow agent
selected by the 1„.,essor to be disbursed lerthe cost of .restoring the Premises.
.14.5 Temporary Taking.
In the event that all or any portion. of the Premises shall be taken by the right of
condemnation or the exercise of the power of eminent domain for governmental use or occupancy.
fo.r a temporary period, this Lease shall not terminate and Lessee shall continue to perform and,
observe all of its obligations (including the obligation to pay Rent ti.s provided throughout this
Lease) as though the temporary taking had not occurred except only to the extent that it may be
prevented from so doing by the terms of the order of the authority which make the temporary
taking or bythe conditions resulting from the taking, including the loss of its possession of all or.
any part ofthe Premises. If the period of governmental occupancy extends beyond the termination
of the Lease Tenn, the Lessor shall be entitled to .receive that portion of the Gross Condemnation
Award allocable to the period beyond the termination of the ,Lease Term. The amount ol." any Gross
Condemnation Award payable .to Lessee, on account of a .temporary taking of all or any part of the
Leasehold ,hnprovements, shall be deemeda part of the Lessee's Leasehold Estate for all purposes
in this Lease. IT the Gross Condemnation Award does not separately determine the amount
applicable lo the taking of the interest of the Lessor in this Lease and in the Leasehold
Improvements t.:ind. if Lessor and Lessee shall not agree in writing as to the proportion of the award.
so applicable to the respective Parties, then Lessor and Lessee shall submit the ID atter to the court
on. stipulation for the purpose 0! a judgment determinative of the interest of .the Parties in
accordance with the terms of this sub -section.
ARTICLE .XV.
PAYMENT OF TAXES, ASSESSMENTS AND OTIIER IMPOSITIONS
15.1 Payment of Taxes and Impositions
1 roni and after the Lease Date, 'Lessee shall pay all ad valorem. and similar taxes,
surcharged,levies, charges, assessments„ and impositions levied against the Premises betbre any.
tine, penalty, interest or costs are added for non-payment. All such ad valorem. and similar taxes,
governmental levies, charges, impositions and assessrnents shall be payable by .Lessee directlyto the
taxing authority prior to delinquency (without penalty) of such taxes, .provided that Lessor has,
advised Lessee of its share of such taxes and assessments in a written notice, including a copy oldie
tax bill prior to delinquency.
15.2 Installment Payments of Ad Valorem Taxes and impositions
Lessce agrees that the Premises or any interest thereon is subjectto ad valorem taxation.
Lessee, at its option, mayenroll in the County Ad Valorem Tax Payment Plan.
39
Attachment 8 - .Form Lease .Agreement
If by law, any ad valorem. taxes or other Impositions are payable or may, at the option of
the taxpayer, be paid in installments (whether or not interest shall accrue on the unpaid balance of
the imposition)„ the Lessee may pay the same (and any accrued interest on the unpaid balance of
the Imposition)„ in installments before any .fine,, penalty, interest or. cost is added for the
nonpayment of any installment and interest. Any 'Imposition relating to a fiscal period of the taxing
authority, a part of which period is included belbre the Lease Date and part of which is included.
after the Lease Date shall be adjusted as between the Lessor and the Lessee as of the
commencement of the Lease Tenn, so that the Lessee shall pay that portion of the Imposition
attributable to that part of the fiscal period included in the Lease Term, and the Lessor shall pay
the 'remainder, if applicable. Any 'Imposition relating to a fiscal period of the taxing authority, a
part of which periodis included within the Lease Tenn and a part of which is included in a period
of time after Lease Term shall be adjusted as between the Lessor and the Lessee as of the
termination of the Lease Term,. so thatthe L„.essee shall pay that proportion of the 1....mposition
attributable to that part of the fiscal period included in the Lease Term, and the Lessor shall pay
the remainder, if applicable.
1.5.3 Payment in Lieu of Taxes
The I.essee shall be responsible for the following payments or for payments in lieu of taxes
(-PILO-17) during the use period in the event the Property is deemed exempt from ad valorem real
estate taxes; in which ease, Lessee will pay the (l'ity an annual PILOT in an amount initially equal
to sixty cents (5.60) per foot, per boat slip. The PILO'F will increase on each anniversary of the
Lease Date at a rate equal to three percent (3{)/). If Lessee is required to pay ad valorcmn taxes on
the Property, it shall not be required to pay the PILOT.
15.4 Proof of Payment
The Lessee shall furnish to 1..„essor,. within thirty (30) days after the date whenever any
Imposition. is payable by or on 'behalf of the Lessee, official receipts o.f the appropriate taxing
authority,..photocopies or other proof satisfactory to the Lessor, evidencing the payment.
ARTICLE XVI
DEFAULT OF LESSEE
16.1 Lessee Default
The occurrence of any one or more of the following events is deemed a "Lessee Default":
a. If the Lessee defaults in the due and punctual payment of any 'installment or Rent,
as and when due and payable in accordance with. this Lease, and such default
continues for more than ten (10) days after the sumis due;
b. Except with respect to an event of Force Majeure,in the event Lessee shall cease
to operate its business, unless in connection with alterations or.. renovations, liar a
period of fifteen (15) consecutive days;
c. In the event a petition in bankruptcy under any present or 'future bankruptcy laws
(including but not limited to reorganization proceedings or voluntary insolvency
40
.21ttach t 8 P'o;ni . „ease .4gree met? t
g.
tiling) be filed by or against Lessee and such petition is not dismissed or contested
in good faith within sixty (60) days from the filing thereof, or in the event Lessee
is adjudged a bankrupt.,
d, In the event an assignment for the benefit of creditors is made by Lessee;
e. In the event of an appointment by any court of a receiver or other court officer of
Lessee's .Premises and such receivership is not dismissed or contested in good faith
within sixty (60) days from the date of such appointment;
In the event Lessee removes, attempts to remove,. or permits to be removed from
the Premises, except in the usual course of trade, a substantial portion of the
Leasehold Improvements (fUrnishings, fixtures, and equipment) installed or placed
upon the Premises, by the Lessee during the Lease Term;
in the event 1,,,essee, before the expiration of the Lease Term,. and without the
'written consent of Lessor, abandons the possession of the Premises, or uses the
same for purposes other than the purposes for which the same are hereby leased or
as otherwise perrnitted by Lessor, and such default continues for more than thirty
(30) days after written notice of the default Imm the Lessor to the Lessee;
In the event an execution or other legal process is levied upon the goods, furniture,
effects or other personal property of Lessee brought on the Premises, or upon the
interest of Lessee in this 1 ease, and the same is not ,satistied, dismissed or contested
in good faith within sixty (60) days from such levy;
In the event Lessee defaults in the (Inc performance or observance of any Lease
term, covenant, condition or provision, other than the payment of Rent, including
without limitation failure to maintain insurance coverage in effect, failure to obtain
permits or approvals required by law, or failure to timely pay taxes, fees,
surcharges, or other invositions, when required by law, and such default continues
for more than thirty (30) days afier written notice of the default from the Lessor to
the Lessee, or such longer period as is reasonably necessary to diligently cure such
default; or
Inability of Lessee to produce financial records under the circumstances set 'forth
in Article IV of this Lease,
16.2 Remedies of Lessor
If any Lessee Default occurs, Lessor shall have the right after the expiration of the
applicable cure period,and at the sole discretion of Lessor, to terminate this Lease upon providing
five (5) days written notice. An Event of Default shall be deemed .to have occurred at the expiration.
of such .five (5) day periodif the default has notbeen cured by the expiration of such five (5) day.
period; Lessor .may terminate the Lease irrespective of any suit or action brought by Lessee and
the time period required for termination of this Lease shall not be tolled by the filing of a suit or
action.
Additionally, if any Event of Default occurs, Lessor may„ at its option, .from time to time,.
without terminating this Lease, re-enter and re -let the Premises, or any part thereof, as the agent
and for the .account of Lessee upon such terms and conditions as Lessor may deemadvisable or
41
.tittachrnew (S— Forn? .Lease .Agreernera
satisfactory, in which. event the rents receivedon such re -letting shall be applied .first to the
expenses of such re -letting and collection including but not limited to, necessary renovationand.
alterations .of the Premises, reasonable attorney's fees, any real estate commissions paid, and.
thereafter toward paymentof all sums due or to become due to Lessor hereunder, and if a sufficient
sum shall not be thus realizedor secured to pay such sums and other charges, at Lessor's option,
Lessee shall pay Lessor any deficiency immediately upon demand therefore, notwithstandin.g that
I....essor may have received periodic rental in excess of the periodic rental stipulated in this Lease
in previous or subsequent 'rentalperiods, and Lessor maybring an action therefore as such
deficiency shall arise. Nothing herein, however, shall be construed to require I.....,essar to re-enter
and re -let the Premises in any event. I.....essor shall not, in any event, be required to pay Lessee any
surplus of any sums received by .Lessor on a re -letting of said Premises in. excess of the rent
provided in this Lease..
If any Event of "Default occurs, 1....,essor shall have the right to obtain injunctive and.
declaratory relief, temporary and/or permanent, against Lessee for a.ny acts, conduct or omissions
of 'Lessee, and to further obtain specific :performance of any term, covenant or condition of this
Lease, 'including. hut not limited to the appointment of a receiver to operate Lessee's business at
the Premises.
If any Event of Default' occurs, Lessor shall have the right, at its option, to declare all Rent
(or any portion thereof) for the entire remaining Lease Term, andother indebtedness owing by.
Lessee to 1,,essor.'„ i.-f an.y.. immediately due and payable without regard to, whether possession of the
Premises shall have been surrendered to or taken by Lessor, and nay commence action
irn.mediately thereupon and recover judgment therefore.,
IT any Event of Deihult occurs, Lessor, in addition to other rights and remedies it may have,
shall have the right to remove all or any part of .I.....essee's personal property from the 'Premises and
any personal property removed may be stored in any public warchouse or elsewhere at the cost of,
and for theaccount of Lessee, and Lessor shall not be responsible liar the care or safekeeping
thereof whether in transport, storage or otherwise, and Lessee hereby waives any. and all claim.
against Lessor for loss, destruction and/or damage or injury whichmay be occasioned by any of
the aforesaid acts.
No such re-entry or taking possession of the Premises by Lessor shall be construed as an
election on Lessor's part to terminate this Lease unless a written notice of such intention is given
to Lessee. Notwithstanding any such re -letting 'without termination, Lessor ilia)/ at all times
thereafter elect to terminate this Lease for such previous default'. Any such re-entry shall he
allowed by Lessee without hindrance, and Lessor shall not be liable in damages for any such re-
entry, or guilty of:trespass or forcible entry.
It is expressly agreed that the 'forbearance (..in the part of Lessor in the institution of any suit
or entry of judgment for any part of the Rent herein reserved to :Lessor,shall not serve as a defense
against nor prejudice a subsequent action for such Rent. Lessee hereby expressly waives Lessee's
right to claim a merger or waiver of such subsequent action in any previous suit or ill the judgment
entered therein, Furthermore, it is expressly agreed that claims for.. liquidated Base Rent and/or
Ticket Surcharge may be regarded by Lessor, if it so elects, as separate and independent claims
capable ofbeing separately assigned.
42
Altclehment 8 -- form :ease Agreement
Any and all rights, remedies and options given in this Lease to Lessor shall be cumulative
and in addition to and without waiver of„ or in derogation of, any right or remedy given to it under
any laws now or hereafter in effect.
16.3 No Waiver by Lessor
'Ihe waiver either expressed or implied by law) by :Lessor of any default of any term,
condition or covenant :herein contained shall not be a waiver of any subsequent default of the same
term or any other term, condition or covenant herein contained. The consent or approval by Lessor
to or of any act by Lessee requiring Lessor's consent or approval shall not be deemed to waive or
render unnecessary Lessor's consent to or approval of any subsequent similar act by Lessee. No
re-entry hereunder shall bar the recoveryof rents or damages for the default or delay on the part
of Lessor to enforce any right hereunder and shall not be deemed a waiver of any preceding default
by Lessee of any term, covenant or condition of this Lease, or a waiver of the right of Lessor to
annul this Lease or to re-enter the Premises or to re -let same.
16.4 Late Payment Fee
Any .installment of Rent not received within five (5) days after the due date shall be subject
to a late payment fee. Lessee shall pay, in addition to the payment then due, five percent (5) of
the amount due ("Late Fee"), and in the event that any check, bank draft, order for payment, or
negotiable instrument given to Lessor fbr any payment :under Lease shall he dishonored for any
reason whatsoever not attributable to Lessor,1„,essor, in addition to the :live (5°'o) percent Late Fee,
shall be entitled to make an administrative charge to 'Lessee of One Hundred and 0/100 Dollars
($100,00)„ or the actual charge, to Lessor by Lessor's bank. for dealing with such dishonored
tender, Nvhichever is greater. In the event that it shall be necessary for Lessor to give :more than.
one (1) :written notice to Lessee at' any violation of this Lease, during the term 'hereof,. Lessor shall
be entitled to make an administrative charge to Lessee of Twenty-five and Oil 00 'Dollars (S25.00)
...for each such subsequent notice after the first notice, Lessee recognizes and agrees that the charges
Lessor is entitled to make upon the conditions stated in this sectionrepresent, at the time. this Lease.
is made,. a fair and reasonable estimate of:the costs of Lessor in the ahninistration of :the Premises
resulting from the events described herein, which costs are not contemplated or included in any.
Rent or other charges provided to be :paid by 'Lessee to Lessor in this Lease. Any charges, becoming
due :under this Section of this Lease shall be added toand become due with the late payment :for
which the charge was assessed, and shall be collectible as a part thereof.
16.5 Additional Guarantees
In. the event that Lessee defaults in accordance with the terns of this Article, or otherwise
finis to perform any obligation required by this Lease, which directly or indirectly causes Lessor.
to suffer damages,and th.ereafter Lessee fails to cure or remedy the respective default in.
accordance to the terms of this Lease, :1„..„essee's parent company, if any, and Lessee's President
shall assume responsibility as a personal guarantors (collectivrely "( uarantor"), and shall pay the
amounts due or pertrm the obligation :required, as applicable. Guarantor may, at Lessor's option,
be joined in any action. or proceeding commenced by Lessor against Lessee in connection with and
based upon the failure of Lessee to perform..
43
Attach'?loll' P"or711 Lease .Agreement
16.6 .Remedies Cumulative
No remedy conferred upon or reserved to the Lessor or the Lessee sh.a11be considered
exclusive of anyother remedy, but shall be cumulative and. shall be in addition to every other
remedy given under this Lease or existing at law or in equity or by statute; andevery power and.
remedy given 'by this Lease to the Lessor or the I...essee may be exercised from time to time and as
oftenas occasion may arise or as may he deemed expedient by the Lessor or the Lessee„ No delay
or omission of Lessor or Lessee to exercise any right or powerarising from any default shall impair
any right or• power, nor shall it be construed to be a waiver of any default or any acquiescence in.
it.
16.7 Lessor Default
in the event that Lessor shall at any time be in default of the terms of this Lease and any such
default shall continue for a period of sixty (60) days after written notice to Lessor, and Lessor shall
not thereafter cure or commence to cure the default, Lessee shall have the right at any time thereafter
(but in no event shall be obligated) to cure such default for the account of I.....essor, and Lessor shall
reimburse 'Lessee for any amount paid and any expense or contractual liability so incurred upon
invoice.
ARTICLE X • II
ACCESS
17.1 Right of Entry
Lessor and Lessor's agents shall have the dght to enter the Premises at all reasonable times
upon reasonable prior .written notice to the Lessee (except in the ease of an emergency when nO
notice is required) to examine the same. If Lessee shall not he personally present to open and.
permit entry into the 'Premises at any time, when for any reason an entry therein shall be necessary
or peratissible, Lessor or Lessor's agents may enter the same without in any manner affecting the
obligations and covenants of this Lease. Nothing herein contained, however, shall be deemed or
construed to impose upon Lessor any obtigation., responsibility or liability whatsoever, for the care,
maintenance or repair of the Premises or any part thereof, except as otherwise herein specifically
provided.
17.2 Access .Agreements
At Lessor's request, Lessee shall enter into an agreement to provide access ("Access.
Agreement") to individuals or entities ("Users") for events including,but not limited to, the
"National Marina Manufacturer's Association ("NMMA") International Boat Show, and any other
event permitted by Lessor and approved by the City of Miami Commission. Such Access
Agreements shall provide access to and use of a portion of tile Premises i n the areas .indicated in
Exhibit I as "A5" and "A6". 1..3..uildings„, structures and anyother permanent Leasehold
44
Attaannent 8 ..„:7ase Agreement
Improvements will not interfere with Structures A5 or A6. Notwithstanding the above, temporary
structures shall be allowed so long as they do not interfere with the Boat Show.
ARTICLE .XVIll
Di. • ACE TO LESSEE'S PROPERTY
18.1 Loss and Damage
Unless caused by a :negligent act or omission (,:if Lessor or Lessor's officers, employees„ or
agents, the I....,essor shall not be responsible for .any damage to any property of Lessee (including
without limitation appliances, equipment, machinery, stock, inventory, fixtures,fiarniture,
improvements, displays, decorations„ carpeting and painting), or of others located on the Premises,
nor ,for the foss of or damage to any property of Lessee, or of others by theft or otherwise. Lessor
shall not be liable 1r any injury or damage to persons or Premises resulting from fire, smoke,
explosion, falling plaster, steam, gas, electricity, water„ rain, or leaks .from any part of the Premises
or from the pipes, appliances or plumbing .works or .from the roof, street or subsurface or from any
other pl.ace by dampness or by any other. cause of whatsoever nature. Lessor shall not be liable tbr
any patent or latent defect in the Premises. All property of Lessee kept or stored on the Premises
shall he so kept or stored at the risk of Lessee only and Lessee shall hold Lessor harmless from
any and all claims arising out of darnage to same, including subrogation claims by 1,..,essee's
insurance carriers.
ARTICLE XIX
HOL ING OVER & SUCCESSORS
19.1 llolding Over
In the event Lessee remains in possession of the Premises alter the expiration of the Lease
1...,essee, at the option of :Lessor„ shall be deemed to be occupying the Premises as a Lessee
at sufferance at a monthly rental equal to two (2) times the Base Rent and the Ticket Surcharge of
the preceding Lease Year, payable during the lastmonth of the Lease Term hereof. In addition,
Lessee agrees to pay monthly: (a) one -twelfth (1,(12) of the taxes for the Premises based upon the
total taxes payable .for the Lease Year immediately prior to the Lease Year in .which the expiration
occurs; (b) cost. of insurance for .which Lessee would have been responsible if this Lease had been
renewed on the same terms contained herein; (c) all sales taxes assessed against such increased
rent,. and (d) any and all Additional Rent otherwise payable by .Lessee hereunder. Such tenancy
shall be subject to all the other conditions., provisions and.. obligations of this I....ease, Lessee's
obligation to pay any rents or sums provided in this Lease shall survive the expiration or earlier
termination of this Lease.
19.2 Successors
All ,rights and liabilities herein given to, or imposed .upon., the respective Parties hereto
shall extend to and bind the several respective heirs, executors., administrators, successors, and the
assigns of the said :Parties; and. if there shall be more than one Lessee, they shall. be bound jointly
and severally by .the terms., covenants and agreements herein, Nothing contained in this Lease
45
Attachment 8 — .t-orm Lease ./Igreement
shall in any manner restrict .Lessor's right to assign or encumber this Lease and, in the event Lessor
sells its interest in the 'Premises and the purchaser asswnes Lessor's obligations and covenants,
I......essor shall thereupon be relieved of all .further obligations hereunder.
ARTICLE XX
EQUAL EMPLOYMENT OPPORT
20.1 Equal Employment Opportunities
NtTIKS
The 1....essee agrees that (luring the Lease Term; (a) it wil 1 not discriminate against any.
employee or applicant for employment 'because of race, creed,. color,. place of 'birth, religion.,
national origin, sex, age, marital status, veteran and disability status and take definitive action
to assure that applicants are employed and that employees are treated during employment without
regard to race, creed, color,. place of birth, religion, national origin, sex, age, marital status, veteran
and disability status; (13) post in conspicuous places,available to employees and applicants for
employment, notices, the forin of which is to be provided by the Lessor, setting forth .provisions
forthis nondiscrimination clause; (c) in all solicitations or advertisements fdr employees placed
by or on 'behalf of the I......essee shall state that all qualified applicants will receive consideration for
employrnent ‘vithout regard to race, creed color or national origin; and (d) it' applicable„ to .send to
each labor union or representative of. workers with which the construction contractor has a
collective bargaining agreement or other contract or understanding a notice, the .form of which is
to be provided by the Lessor,. advising the union or representative of the Lessee's comitntment and.
posting copies of the notice ina conspicuous places available to employees and applicants tor
employment
20.2 C.:minunity Small Busness Enterprise
Lessee shall work towards achieving Community Small Business Enterprise ("CSBE”)
goals, employing the requirements of the Community Small L3usiness Enterprises set forth in the
City of Miami .Procurement Ordinance, codified in Chapter 1.8, Article 111, City Code,. as a model;
and shall try to amini,. but not irlandate, a plan for its achievement, which. will striveto provide
equal opportunity in hiring and promoting ..for Miarni-Dade County certified CSB'E companies, the
disabled and veterans. Suchplan shall include a set of positive measures taken to insure utilization
of CSBE companies when practicable and nondiscrimination in the work place as it relates to
hiring, firing, training and promotion,
20.3 Non -Discrimination
Lessee represents and warrants to the 1 essor that it will comply with §18-1. 88, §18-189 and
§18-190 of the City of Miumi Code incorporated herein. Lessee hereby represents and .warrants
that it shall not engage in discritninatory practices and shall not discriminate in connection with
Lessee's use of the 'Premises on account orrace„ national origin, ancestry, color, sex, .religion, age,
handicap, familial status, marital status or sexual orientation. Further, should the Lessee introduce
or have existing membership rules for patrons at the Premises, that it will comply with the non-
discrimination provisions incorporated within §18-188„ §18-189, §18-190, and §18-191 of the City
of Miami Code as incorporated herein by reference.
46
Attachment 8 -- Lease Agreement
ARTICLEXXI
MISCELIA.NEOUS
21.1 Accord and Satisfaction
No payment by Lessee or receipt by 1„,essor of a lesser amount than the Rent or other
amount due as specified herein shall be deemed in satisfaction of any such amounts owed; nor
shall any endorsement or statement on any check remitting partial payment or any letter
accompanying any partial payment be deemed an accord and satisfaction of Lessee's debt. Lessor
may accept such check or payment without prejudice to 1„,essor's right to recover the balance of
such Rent or pursue any other remedy provided herein or by law,.
21.2 Public Records
Lessee shall comply with Section 1 1 9.0701, Florida Statutes, including without limitation:
(1) 'keep and maintain public records that ordinarily and necessarily would be required by. the City.
to performthis service; (2) provide the public with access to, public records on the same .term
and condith)ns as the City would at the cost provided by Chapter 1 19, Florida Statutes, or as
otherwise provided by law; (3) ensure that public .records that are exempt or confidential and
exempt from disclosure are not disclosed except as authorizedby law; (4) meet all requirements
for retaining public records and transfer, at no cost, to the City all public records ifl its possession
upon termination of this .Agreement and destroy any duplicate public records that are exempt or
confidential and exempt .fromdisclosure requirements; and, (5) provide all electronically stored.
public records to the City in a ..I.Ormat compatible with. the City's information technology systems„
In addition to, other contract requirements provided by law, each public agency contract fi„:ir
services entered into or amended on or after July 1., 2016, must include:
The following statement, in sithstantially the following form, identifying tlic contact
information of the public agency's custodian of public records in at least 14-point boldfaced type:
IE THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLIC'ATION OF
CHAPTER 1 19, FLORIDA STNIUTES, TO THE CONTRACTOR'S DLJTY TO PROVIDE
PUBLIC RECORDS RELATING T() TEIIS CONTRACT, CON FACT THE CUSTODIAN OF
PUBLIC RECORDS AT (telephone
number, e-mall address, and mailing address).
.21.3 Entire Agreement
This Lease and the Exhibits attached hereto and forming a part thereof as if fully set .forth
herein constitute all of' the covenants, promises, agreements, conditions and understandings
between Lessor and Lessee concerning the Premises and there are no covenants, .promises„
conditions or .understandings, either oral or written„ between th.emother tha.nthose set .forth.
All representations, either oral or written., made between the Parties shall be deemed to be merged.
into this Lease. No course of prior dealings between the Parties or their officer's employees,. agents
47
Attactunent 8 ---- /on Lease /igreenletit
or affiliates shall be :relevant or admissible to supplement, explain or vary any of the terms of this
Lease. .Acceptance of, or acquiescence in, a course of performance rendered under this or any
prior agreement between the Parties or their affiliates shall not be relevant or admissible to
determine the meaning of any of the terms of this Lease. Except as herein. otherwise :provided, no
subsequent alteration, change or addition to this Lease shall bc binding upon Lessor or Lessee
unless reduced to writing and signed by the Parties. Any amendments to this Lease must be
approved with the same formalities as were used in its execution., providing„ how/ever, that the City
Manager may administratively execute non -material (i.e. non -substantial) amendments of the
Lease in the exercise of his professional discretion. Ifhis Lease has been negotiated "at ann.'s
length" by and betweent„.essor and Lessee, each having the opportunity to he represented by legal.
counsel of its choice and to negotiate the form and substance of this Lease, and therelbre, in
construing the provisions of this Lease neither party will be deemed disproportionately responsible
fdr draftsmanship.
2.1.4 Independent .Parties
ft is understood and agreed by the Parties hereto that this Lease does not create a fiduciary
or other relationship between. the Parties, other than as Lessor and Lessee or contracting parties,
as a:pplicable. Lessor and Lessee are and shall he independent contracting parties and nothing in
this 1...,ease is, intended to make either Party a general or special agent, joint venturer, partner or
employee ofthe other for any purpose.
21.5 Notices
Any notice: by the Parties required to be given must be served by certified. mail return
receipt requested., or :by hand delivery,: addressed to Lessor or Lessee
If to Lessor at: If to 1.....essee at:
City Manager
(Illy of Miami
444 SW 2nd Avenue, 10th Floor
Miami, Florida 33130
Attn:
\Vith copies to: With a.. copy to:
City of Miami City Attorney
Office of City Attorney
444. SW 2nd Avenue, 9th Floor
Miami, Florida 33130
Attn:
City of Miami
Director, Department of Real Estate and
Asset Management
444 SW 2nd Avenue, 3rd Floor
Miami, Florida 33130
414
Attachment. 8 — .Form Lease Agreement.
All notices given hereunder ,shall. be effective and deemed to have been given upon receipt
by the party to which. notice is being given,. said receipt 'being deemed to have occurred upon hand
delivery or posting, or upon such. date as the postal authorities shall show the notice to have been
delivered,. refused, or .undeliverable, is evidenced bH, the return receipt. or proof of deliver.
Notwithstanding any other provision. hereof, Lessor shall also have .the right to give notice to,
1..,essee in any other manner .provided by law. If there shall be more than one Lessee,. any notice
required or permitted by the terms of this Lease ma.y be given by or to any one thereof, and shall.
have the same three anti .effect as if given to all thereof.
21.6 Captions and Section Nt
hers
The captions, section numbers, and article numbers appearing in this Lease are inserted
only lbr convenience i.ind in no way define, limit, construe, or describe the scope or intent of such.
sections or articles of this Lease nor in any way affect this Lease.
21.7 Partial Invalidity
f any term, covenant or condition of this Lease or the application thereof to any person or
circumstances shall, to any extent, be deemed invalid nr unenforceable by a Court with 1 urisdiction,
the remainder of this Lease shall not be affected thereby and each term, covenant or condition of
this Lease shall be valid and enforceable to the fullest extent pan -lined by law.
21.8 Estoppel Certificate
Each party agrees that it will, at any time and from time to time, within ten (10) business
days following written notice by the requesting party specifying that it is given pursuant to this
section, execute, acknowledge uid deliver to the requesting party a statement in writing certifying
that this 1......ease is unmodified and in full force and effect (or if there have been m)difications,that
the same is in 'full force and effect and stating the modifications), and the date tc.) which the Base
Rent, Ticket Surcharge and any other payments due hereunder from Lessee have been paid in
advance, if any, and stating whether or not there .tire defenses or offsets claimed by the certifying
party and whether or not to the hest knowledge of certifying party, the requesting party is in default
in performance of any, covenant, agreement or condition contained in this Lease., and if so,
specifying each such default of which certifying party may have knowledge.
The failure of the certifying party to execute, acknowledge and deliver to the requesting
party a statement in accordance with the provisions of this Section within said ten (10) business
day period, shall constitute an acknowledgment by the certifying party, which may be relied 011 by
any person holding or proposing to acquire an interest in the Premises or any party thereof, that
this Lease is unmodified and in full fbrce and effect and that all Rent and dues have been fully paid
to and including the respective due dates immediately preceding the date of such notice, and shall
constitute, as to any person entitled as aforesaid to rely upon such statement, a waiver of any
defaults which may exist prior to the date of such notice. It is agreed that nothing contained in the.
provisions (if this Section shall constitute .waiver by requesting party of any default in payment of
rent or other charges existing as of the date of such notice and, unless expressly consented to in
writing by requesting party and, certifying party shall still remain liable tbr the same. T here will
49
..,4ttachment 8 ---- 1O/'ffl Iease .,4greeinent
be a two hundred ilifty dollar (S.250.)0) regulatory fee per Section 1.65,22 Florida Statutes for
each request made of 'Lessor for each. 'Estoppel Certificate Requested,. .payment in full shall be
made at the tune of the request. No certificate shall be issued ‘vithout payment of the fee.
21.9 Waiver
Failure on the part of either party to complain. of any action or non -action on the part of the
other, no matter how long the same may continue, shall never be deemed to be a waiver by such
party of any of its rights hereunder. Further, it is covenanted and agreed that no waiver at any time
of any of the provisions hereof by either party shall be construed as a waiver of any of the other.
provisions hereof, and that a .waiver at any time oif any of the provisions hereof shall not be
construed as a waiver at any subsequent time of the same provisions, The consent or approval to
or (if any action by either party requiring such consent or approval shall not be deemed to waive
or render unnecessary such consent or approval to or of any subsequent similar act by such party,
.2E10 Tittle is of the Essence
Time is of the essence with respect to .the performance of every provision of this 1,.,,ease in
which time of performance is a factor,.
21.11 No Discrimination
It is intendedthat the 'Premises shall be operated in a manner whereby all customers,
employees, licensees and invitees of the Lessee shall have the opportunity to obtai n. all the goods,
services,accommodations,. advantages, 'facilities and privileges of the Premises without
discriminationbecause of race, creed, color, sex, age, national origin, ,ancestry, handicap or
disabit ity of any kind. To that end,l_essee shall not discriminate in the conduct and operationof
its business in the Premises against any person or group of persons because of the race,. creed,
color, sex, age, national origin, ancestry, handicap or disability of such .personor group of persons.
21.12 Governing Law, Venue, & Attorney's Fees
It is the intent of the Parties hereto that all questions with respect to the construction of the
Lease and the rights and the liabilities of the Parties hereto shall be determined in accordance with.
the laws of 'Florida, Additionally, all disputes civil action or legal proceeding arising out of or
relating to this Lease shall be brought in the courts of record in Miarni-Dade County. Each party.
shall bear thei .. own attorney's fees in civil actions between them arising out of this Lease except
the prevailing party may be awarded by the court in action for removal of .the Lessee as provided
by Florida Statute 83,23 1, as amended or modified.
21.13 Waiver of Counterclaims
Lessee shall not impose any permissive counterclaiin(s) tbrdamages in a ,summary
proceeding other action based on. termination or holdover, it being the intent of the Parties hereto
that I.„essee be strictly limited in such instances to bringing a separate action in the court .of
appropriate Jurisdiction. The foregoing waiver is a material inducement to ..Lessor making,
50
Attachment 8 Form Lease .Agreement
executing and delivering this Lease and .Lessee's waiver of ils right to counterclaint. in any
sumniary proceeding or other action based on termination or holdover is done so knowingly,.
intelligently and voluntarily.
21.14 Waiver of Jury Trial
Lessor and Lessee hereby waive trial by jury in any action, proceeding or counterclaim
brought by either of the :Parties hereto against the other on„ or in respect of, any "natter whatsoever
arising out of or in any way connected with this Lease, the relationship of 1...,,essor and Lessee
hereunder, andlor I_essee's use or occupancy of the Premises.
21.15 Quiet. Enjoyment
Subject to the terms of this Lease, upon the observance by the Lessee hereunder of all the
terms, provisions, covenants and conditions imposed upon the Lessee, the Lessor covenants to the.
Lessee that Lessee shall peaceably and quietly hold, occupy im.denjoy the Premises for the :Lease
Term without any interruption, disturbance or hindrance by the Lessor, its successors and assigns.
or :bypersons claiming by, through or under the 1,..,essor for the Premises leased herein., or.. by.
persons with title superior to the Lessor, its successors ind assigns,
21.16 Surrender of .Possession
tJpon the expiration or.. earlier termination of the Lease pursuant. to the provisions hereof:,
the Lessee shall deliver to the Lessor .possession of the Premises in good repair and condition,
reasonable wear and tear excepted.
21.17 Joint and Several Liability
If two or more individuals, corporations,partnerships or other business associations((or
any combination of two or. fliore. thereof) shall sign this Lease as 1.....essee„ or by virtue of a Transfer
assume the rights and obligations of the Lessee hereunder, the liability of each such individuals,.
corporations„ partnerships or other business associations (or any combination. of .two or rnore
thereof) to pay Rent and perform all other obligations hereunder shall be deemed to be joint a.nd.
several, and all notices, payments ,and agreements given or made by, with, or to any one of such
indi viduals,. corporations, partnerships or other business associations shall be deemed as having
been given to all of them.,
21.18 Third Party Be ..efiela
Nothing contained in this Lease shall he construed so as to confer upon any other party the
rights of third party beneficiary.
21.19 Radon
Radon is a naturally occurring radioactive gas that, when it has accumulated in a building
in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels
51
A ttaeltn e.'" 8 .Fortn .Lease Agreetnent
of Radon that exceed Federal and State guidelines have been found in buildings in Florida.
.Additional information regarding Radon and Radon testing inay he obtained from your county
public health unit.
21.20 No Liability for Act of other Party
1...essee shall not sign any contract or application for any license or permit or do anything
that .may result in liabilityto the Lessor far any indebtedness or obligation of Lessee, unless
expressly provided. herein or approved in ‘vriting 1)y. the Lessor. Except as expresslyauthorized in.
writing or agreedto herein, neither nor 'Lessee shall make any express or implied
agreement, ixarranties, guarantees or representations or incur any debt,or represent that their
relationship is other tha.n. Lessor and Lessee, for the management and operation of the Premises;
neither Lessor nor I..„essee shall he obligated by or have any liabilily under anyagreements or
representations made by the other that are not expressly authorized in writing.. Lessor reserves the
right, at its sole option, to refuse an agreement for any :Federal, State or local grants and loans
when the acceptance of same by either 1.....essor or Lessee may impose a hardship upon Lessor or
include obligations vhich extend beyond the Lease Term,
21.2:1 Rights, Privileges and 1 rnmunities; Covenants
The 1.....essee shall have., and the Lessor shall tLl1ly cooperate in providing to the Lessee, for
its use and enjoyment, all rights, privileges and immunities as shall .from time 10 time 'be granted
or afforded by Federal, State or local law to restaurant operators or proprietors.
21.22. Consents
'Wherever in this Lease the consent of one party is requiredfor an act of the other party,
unless otherwise specified, suchconsent shall not he unreasonably withheld., delayed or conditioned.
71Thic Parties agree that each of the terms, covenants and conditions hereof agreed to be
observed or performed lay each party shall constitute concurrent conditions of exchange,
At loch t 8 — Form .Lease ,d1greernent
IN WITNESS WHEREOF., Lessor and Lessee have executed this Lease, or have caused
the same to be executed, as of the date and year first above written,
LESSOR:
CITY OF MRMI, a municipal corporation
of the State of Florida
By:
Daniel J. Alfonso
City Manager
AT'PEST:
Todd B. Hannon
City Clerk
APPROVED AS TO INSURANCE APPROVED AS TO LEGAL FORM &
REQUIREMENTS: CORRECTNESS:
By: By:
Ann -Marie Sharpe, Director
Risk Management Department
'Victoria Mendez
City Attorney
53
Attachment 8 .Lease .Agreement
.ATTESTED BY:
Nate
Ti•tle
(I.7onwany Name
By:
Name
Title
Company Name
ATTESTED BY:
By:
Name
Title
Company Name
LESSEE:
LIN s ER" LE
Naive o•f Nuthoriz 1 Agent
Title
CORPORATE SEAL
GUARANTOR:
By: IyARENT CQMJ1A..Yd
Name of: Authorized Agent
Title
CORPORATE SEAL
By: {PRESIDENT OF .L.,ESL EEI
Name
President
54
Attach"?lent 8 ---- Fot•in Lease .Agreetnent
EXHIBIT A.
SURVEY/LEGAL DESCRIPTION OF .'PREN1ISES
[to be. inserted prior to execution
Attachment 8 -- ['warn .Leas' Agreement
EXIU UT B
.ANNUAI TKKET SURCHARGE STATE
ENT
[to be inserter" prior to ,?xecution
Ittachatent 8 -- .1:orm Lease Agreetne.nt
EXHIBIT C
,8...NNTIALGROSS REVENUE REPORT
[1... 0 be III crtecl prior to execut'
Ittachinent 8' .Form Lease Agreement
EXHIBIT D
I'IONJ'HLY GROSS REVENUE REPORT'
.)e ins(Tted prior to execution
A ttae nnent 8 ---- Form Lease Agreement
EXHIBIT E
LESSErSTEASETOEHINIF (OVEMENTS
Ito be inserted prior to exec LIIIOII
Attachment 8 Forn7 Lecisc Agreement
EXHIBIT •F
PAYMENT & PERFORMANCE BOND
[to be inserted prior to executio
60
Attachmeta 8 — Form Lease Agreenletit
EXHIBIT G
CONTRAC'lOk IiNSIJRANCE REQUIREMENTS
[to be inserted in-anto executionl
A tiaelanent. 8 — form Lease ..figreetnent
EXHIBIT H
LEASETIOU INSURANCE REQUIREMENTS
[to be inserted In-ior to execution
Attachment 8 — .ease Agreement
EXHIBIT
.NTERNA. "IONA', BOAT SIR: ''.(,)ET
[t() be inserted prim.- to executio....
Atioehtnent 8 Form Lease Agreement
EXHIBIT J
MOORING AND .DOCKAGE AGREEMENT
This Agreement, made and entered into this day of, at Miami, Miami -Dade County,
Florida,. by and 'between the CITY OF MIAMI, a Florida municipal corporation (hereinafter
referred to as the "CIT\'.'"), and the Vessel Owner (hereinafter referred to is either the "VESSEL
OWNER" or the 11.,ESSEE")., for the use of either dockage facilities at. the marina., pier and slip
specified below, or .mooring 'facilities at the buoy specified. below, shall be governed by the
following coven.ants and conditions binding .upon the parties:
Vessel Owner's Name:
Vessel Owner's Mailing Address:
City: State: Zip:
Vessel Owner's Physical Address:
City:
State: Zip:
Work Telephone: Home Telephone:
IN/farina Fa ility: Pier: Slip:
Mooring Facility: Buoy No.:
Vessel Name: Home Port:
State Reg. No. or Fed. Doc No.:
1,0A: Beam:
Type: P:
Marine Ins. Co.:
Use of Vessel (circle one):
Pleasure Commercial
Draft:
MS:
Policy No.:
Gas: Diesel:
Fishing. Sight-seeing Sightseeinq Sailiizg
Dockage Fee (not including tax): $
Water Taxi
64
Attachment 8 ---- Form Lease Agreemolt
1. THE VESSEL: 'The PREMISES as defined herein are .fOr the exclusive use of the LESSEE's
vessel. identified above (hereinafter the "VESSEL"). No other .vessel may .use the assigned slip,
during .the term of this Agreement, except as specifically provided for herein. The 'VESSEL
utilizing said slip mustbe in good and seaworthy condition, and he capable of safe maneuvering
and navigation, and of self -propulsion (self -propulsion does .not include paddle or .makeshift
No houseboats or housebarges are permitted at any CFTY Marina
2. PURPOSE/PERMISSLILE USE: LESSEE shall use the PREMISES defined herein 'for the
sole purpose of mooring or docking the VESSEL. This .Agreement shall not convey. to the Lessee
any right of possession, or any interest in the land, other than a LEASELIOLD interest in the
designated sliplocation, as identified above. The relationship between the parties shall at no time
he construed as creating a bailment or constructive bailment. Because the dockage fee rate is 'based
upon the type of .use the VESSEL will be engaged in, during the term of the .Agreement, the
VESSEL. shall only be .used inthe manner disclosed above.
3. PREMISES/STORAGE SPACE ADJACENT TO SLIP: The PREMISES identified by this
Agreement are for either dockat4e space at the slip identified above and no other, or fbr mooring
al the buoy identified above and no other (hereinafter the "PREMISES"). The PREMISES do not
include, and the LESSEE shall have no right to utilize any pier, dock, seawall, gangway, ramp,
marina facility, or any part thereof. However, at the discretion of the Marinas Manager, at marina
facilities only, the LESSEE may he granted a revocable -at -will license to utilize one dock box,
provided by the (TIN, adjacent to the assigned slip, which shall at no time obstruct pedestrian
traffic. If a license for a dock box is granted, the LESSEE agrees that: (a) the size and location of
the dock box will be determined by the Marinas Manager; (b) the dock box is being provided by
the CITY gratuitously and without consideration, and can be removed by the CITY at any time;
(c) the LESSEE has no right of privacy to the interior space of the dock box, which may be opened
and inspected at any time, for any reason, by the Marinas Manager, or his designee, without notice.
4. TERM: This Agreement is effective for a period commiserate Section .3.1of the Lease,
commencing on the date of this Agreement (specified above), unless sooner tcrtninated by the
CITY or the LESSEE as provided tbr herein,
5. TERNIINATION: This Agreement may be terminated by either party pursuant to Article XVI
of the Lease. Upon termination of this Agreement, whether caused by lapse of time or otherwise,
LESSIHE shall at once vacate the PREMISES and remove the VESS.EL from the assigned facility,
Should the LESSEE fail to vacate the premises upon termination, the CITY may utilize any and
all remedies provided by law, and as provided 1.1.erein, to remove the LESSEE and/or the VESSEL,
from the PREMISES, including, but not limited to Chapter 82, Florida Statutes, Chapter 83, Part
I, Florida Statutes, and the general maritime law.
6. SECtJRIi'Y DEPOSIT: Pursuant to Section 4.2 of the Lease, the LESSEE agrees that. a non -
interest bearing security deposit equal shall he paid to, and retained by, the CITY during the term
of this Agreement as security for the faithful performance by the LESSEE of all the terms and
conditions of this Agreement, and, except as provided for in this Agreement, shall be returned to
the LESSEE at such time as the 1....,ESSEE peacefully vacates. the 'PREMISES in accordance with
the terms of thi s Agreement. Whether or not prior notice has been given to the LESSEE concerning
65
Attachment 8 ---- .Form .Lease rigreetne
any default on the part of the LESSEE, the CITY may utilize the security deposit .for the
satisfaction, or partial satisfaction, of: (a) „dockage fees ‘.vhich have beconte delinquent and/or
delinquent charges at any time after any dockage fees are more than folly -five (45) days overdue;
(b) the cost of repairs required as a result of any damage or loss of CITY property caused by the
LESSEE, the vessel, its crew, or its guests or passengers; (c) the cost removing any .personal
property left at any IT'acility after LESSEE .vacates the PREMISES; (d) the cost of removing any
equipment or fixtures installed by the LESSEE which is not removed by the .LESSEE prior to
vacation of the PREMISES, and restoring die facility to its condition prior to the LESSEE's use of
the PREMISES; and (e) any otherreason provided for in this Agreement. After .utilization of all,.
or any portion of the security deposit,. the CITY may give notice to the LESSEE, who shall have
ten (10) days in which to {idly replenish the security deposit. Failure of replenish the security
deposit within the time required hereinshall cause this Agreement to „automatically terminate, In
no event shall the be required or obligated. to return the security deposit,orany portion
thereof if the CIF Y institutes iegal proceedings to evict the LESSEE from the 17).R1,7,MISES.
7. LIQUIDATED DAMAGES: Should LESSEE choose to .terminate this Agreement, as provided
for herein, prior to the expiration of .the Term of Lease, the CITY shall retain the security deposit
as liquidated damages. However, the LESSE,E may terminate this Agreement, and be entitled to
a refund of the security deposit, under any one of the following circumstances:
(a) by heaving satisfied the dockage fees due for the .11111 term oldie Lease;
(b) by presentation to the. Marinas 'Manager of a copy of the original J.S..1.Government
Department of Defense issued orders transferrittg or .reassigning the LESSEE out of Dade,
Broward, 'Monroe and Palm Beach Counties, and who is also currently serving as a
uniformed member of a branch of the U.S. Armed Forces M an active military service;
(c) by a bona tide sale of the 'VESSEL identified in this Agreement;
(d) by presentation of a Certificate of Deathin the case of the LESS.EE's demise;
(e) by giving fifteen (15) days' notice in writing to the Marinas Manager not later than
sixty (60). days .following th.e effective date of an increase in dockage fees.
8. DOCKAGE FEE/DELINQUENCY CHARGE: 1.,..,ESSEE agrees to pay the CITY a monthly
Base Rent and Ticket Surcharge, pursuant to Article IV of the Lease, based upon a thirty (30) day.
month, plus tax, payable at the Inc this .Agreetnent is executed, and thereafter payable monthly.
in advance of the 'first day of each month. The LESSEE further agrees that the Base Rent and
Ticket Surcharg.e shall be considered delinquent if they are not paid in full on or -before the tenth
(1061) of the month. Base Rent and 'rick:et Surcharge amounts which are delinquent shall be subject
to a Late Payment Fee, pursuant to Section 1.6A of the Lease, which will accrue and 'bc
automatically posted .to the LESSEE'S account onthe eleventh (11.th) day of the month. The Base
Rent constitutes fair .market value,. pursuant to Section 4.1.6 of the 1....ease. The Ticket Surcharge
has been established, pursuant to City Code s.. .53-1., During the termof this Agreement, the Base
Rent shall be increased annually, pursuant to Section 4,1.2 of the Lease. Payments shall be made
to the CITY pursuant to the instructions set forth in Section 4..1.5 of the Lease.
9.. MARITLNIE LIEN: The parties agree that the mooring or dockage provided fOr herein is
"necessary" within the meaning of the Federal Maritime Lien Act,, 46 U.S.C. §§97.I.-975, and that
the CITY, in addition. to relying upon the credit of the .EESSEE, shall retain a maritime lien against
the 'VESSEL,its appurtenances and contents,. for all unpaid dockage fees, delinquency charges,
66
A.tiachment 8 : "in .Lease Agreement
and for any damage caused to any dock, piling or any other property of the CITY. FOR
UNDOCUMENTED VESSELS, PURSUANT TO SECTION 328.17, FLORIDA
STATUTES, IN THE EVENT OF NONPAYMENT OF STORAGE FOR A PERIOD OF
SIX (6) MONTHS, MARINA IS AUTHORIZED TO SELL OWNER'S VESSEL AT A
NONJUDICAL SALE.
10. RENEWAL PROHIBITED TRANSIENT DOCKAGE FEE: This Agreement may not be
renewed or extended beyond the term specified herein. However, after the expiration of this
Agreement, with the prior consent of the CITY, which consent may be withheld for any reason
deemed to be in the best interest of the CITY, the LESSEE may enter into a new Lease under
whatever terms and conditions are being offered by the CITY at that time. After the expiration of
this Agreement, if a new Lease is not entered into for any reason, and the LESSEE nevertheless
continues to use the PREMISES with or without the consent of the CITY, the VESSEL shall be
placed on a transient dockage fee schedule, which is the highest dockage fee charged by the CITY,
or shall be charged Base Rent - the amount which was incurred during the last year the Lease was
in effect, plus a Base Rent increase (See Section 4.1.2) — whichever is higher.
11. NO WARRANTIES: LESSEE Fully understands and agrees that the CITY does not warrant
the condition of the slips, docks, piers, gangways, ramps, buoys, mooring gear or any other parts
of the marina facilities or mooring facilities to be safe for docking, berthing or mooring vessels,
or for accepting and discharging passengers, and assumes no responsibility as a wharfinger.
12. INSURANCE, INDEMNIFICATION AND RELEASE:
(a) RELEASE: LESSEE shall use the PREMISES at its sole risk and in a manner so as
not to endanger any person or property, and the CITY shall not be liable for the care,
protection or security of the VESSEL, its appurtenances, tackle, gear or contents, or for
any loss or damage of any kind or nature due to fire, theft, vandalism, collision, equipment
thilure, windstorm, hurricane, rains, or other casualty or calatnity, EVEN IF SUCH LOSS
OR DAMAGE IS CAUSED BY NEGLIGENCE OF THE CITY, ITS AGENTS,
SERVANTS, EMPLOYEES OR INDEPENDENT CONTRACTORS, and the CITY is
hereby expressly released from all such liability.
(b) INDEMNIFICATION: LESSEE further agrees to protect, indemnify, hold harmless
and defend the CITY from any and all liability, claims or expense, by reason of any damage
to property, or injury or death to any person (INCLUDING THAT CAUSED BY OR
RESULTING FROM THE NEGLIGENCE OF THE CITY, ITS AGENTS, SERVANTS,
EMPLOYEES, OR INDEPENDENT CONTRACTORS), transpiring or occurring in or
about the PREMISES leased by the CITY to the LESSEE herein, or any liability sustained
during the operation of the VESSEL or LESS EE's business, if any.
(c) INSURANCE:
(1) The LESSEE shall secure at its own expense, and furnish to the CITY, prior to
the commencement of the term of this Agreement, marine and other insurance
policies providing hull coverage (up to the full value of the VESSEL), protection
and indemnity coverage (in an amount not less than S1,000,000.00, which shall
include, but not be limited to, liability or property damage, loss of life, bodily injury
or illness of any crew or volunteer crew or third party, collision towers liability,
properly damage to docks, wharves, piers, buoys, bridges, cables, and other fixed
67
Ittachinent. 8 --- Form .Lease Agreement
or movable property and loss or damage to other vessels not caused by collision),
and, in the case of commercial, sight-seeing, sailing sight-seeing, or water taxi
:vessels„ commercial liability (with. limits of not less than S I ,000„000.00 per
occurrence, combined single limit, for. bodily injury, personal injury, and property
danlage liability :with a general aggregate of not less than $2,000„000.00).
(2) The required insurance coverages shall be issued by companies rated A:X or
better per AM BestsKey Rating Guide (latest edition), whom are duly authorized
to transact insurance business in the State of Florida.
(3) Said 'policies shall he in full "tree and effect during all.. periods o:f time during
which the VESSEL is using the assigned slip or mooring buoy..
(4) 'The policies shall provide that no cancellation., tertnination, amendment or
modification reducing the extent of insurance provided under the policy,once the
policies have 'beentiled with the CITY,. shall be effective if such amendment,
modification (ir cancellation will leave the ,LESS,ElE or the :VESSEL without
insurance of th.e type and amount required. :under this Agreement.,
(5) All.. polices shall specifically: designate "the CITY OF 'MIAMI, its officers,
agents, servants and employees," as additional insureds.
(() The :LESSEE shall :furnish the CITY with original certificates of insurance
evidencing the required coverages to be in .ftirce on the date of this Agreement and
renewal certificates of insurance,. or such similar evidence, if the coverage has an.
expiration or renewal date occurring during the term of this Agreement.
(7) The :insurance shall provide for sixty (60) days prior written notice to be given
to the city in the event coverage is substantially: changed, canceled, or is not
renewed..
(8) The insurance shall provide that the insurer shall waive its rights of subrogation
against "the Cir.{ OF MIAM:1, its o:flticers, agents, servants and employees."
(9) The LESSEE expressly understands and agrees that any insurance maintained
by the CITY shall apply in excess of, and not contribute with, insurance provided
by the LESSEE under this Agreement
(10) 'file LESSEE expressly understands and agrees that, to the extentof any
deductible assumed by: the LESSEE under any policy of insurance required herein
(which shall not exceed the amount of SI ,000.00 per occurrence), the :LESSEE is
self -insured, and, as such, the LESSEE assumes all of the responsibilities and,
obligations to "the CFIY OF :MIAMI, its officers, agents, servants, and employees"
which the insurer would otherw:ise bear under the terms of this ,Agreement had the
1,ESSEE elected, no (.leductible.
(IL) .The :LESSEE: shall not. use the "PREMISES leased :under this Agreement until
all required 'insurances are in full force and effect and proof thereof satisfactory to
the CITY has been submitted to the CITY, Should the insurance required of the
:LESSEE lapse during the 'term of this Agreement, the '1,.....ESSEE shall immediately
remove the VESSEL from, and vacate the PREMISES.
(12) The LESSEE's indemnity obligation to the CITY as described in this
Agreement is .unlimited and shall not be restricted by, or to, the coverages provided
by the insurances required to he .furnished by the LESSEE to the CITY herein,.
Atiachnient 8 .-- Form Lease .4greenient
1.3. DUTY TO UP -DATE INFORMATION: "The LESSEE shall notify the Marinas
Manager in writing of any change in the information furnished by I.,...ESSEE n this Agreement,.
including information which. .wotdd trigger a termination of this Agreement, including but not
limited to a change in. the ownership of the VESSEL._
14. COMPLIANCE WITUI LAWS: 'LESSEE agrees that in its use of the PREMISES, it shall.
comply with all Federal and State laws and County and City Ordinances pertaining to Waterways,
l\ilt.trinas., Vessels and Boating,.
15. CO!IPLIANCE WITH INIARINA FACILITIES RULES AND REGULATIONS:
LESSEE agrees that in its use of the .PREIVHSES, it shall comply With all CITY promulgated
Marina Facilities Rules and Regulations (which are specifically made a part hereof by reference).
The CITY reserves the right to make such other and further reasonable rules and regulations as in
its judgment 1.-1ay from time to time be needed for the safety and care of the PREMISES, and any
such other rules and regulations shall be binding upon the LESSEE with the same force and effect
as if they had been inserted here at the time of execution.
16. PUBLIC ADDRESS AND SOUND SYSTEMS: While within the waters of a marina facility'
or marina 'basin, I,ESSEE, and each persons in the employ of or a guest of the LESSEE, is
expressly .forbidden to use public address systems or other rnechanical or hand -operated voice or
power operated megaphones in solicitation of business or for entertainment purposes, including
music reproductions or other reproductions. L.ESSEE shall not use or employ persons to "bark"
or solicit business either on ate dock area or :from aboard. the V.ESSEL or from any area or location
in the vicinity of the marina or while underway on the VESSEL while it is within the marina or its
basin.
17. FAILURE OF UTILITIES: Although water and electric utilities are provided at no cost to
some slips at CITY marina facilities; LESSEE acknowledges that it has no vested rights under this
Agreement for the future or continued provision of water and electric .utility services.
Consequently, theparties agree that the CITY will not be liable fear any interruption, termination
or failure of utility services on the .PREMISES.
18. QUIET ENJOYMENT OF OTHER LESSEES AND/OR LICENSEES: The LESSEE
agrees to .peacefully .u.se the dockage ,space assigned herein and at all times .not interfere .with the
quite enjoyment of other marina lessees and/or licensees.
19. PROITIBITED .LESSEE shall not ,suffer, nor allow to be suffered, either
individually Or in conjunction with other persons, or as part of an organization of persons:
(a) any unlawful act;
(b) any act which may have the etTect, in the sole judgment of the CITY„ as disturbing the
peace, disturbing, inconveniencing or subjecting to physical jeopardy the PREMISES, or
other vessels docked or moored at the marina facility or mooring facility; or,
(c) any act which will inipecle, disrupt or injure the orderly operation of the marina
or mooring facility or any portion of it, including but not limited to marina management or
marina revenues,
69
ttachMent 8.— Forin .Lease Agreement
20. NO ASSIGNMENTS OR SUB -LEASES: LESSEE shall not assign, sub -lease, .transfer,
mortgage, or otherwise dispose of or encumber this lease or any rights granted herein except as
permitted in Article X of this Lease.
21. RESIDENCY: The VESSEL shall not be rented to anyone for the purpose of using it as a
residence. Residency privileges shall be granted or withheld in writing in the sole discretion of
the Marinas Manager. Residency privileges shall be restricted to the LESSEE and his/her
immediate family, paid crew, and temporary bona fide guests. A bona fide guest is a person whose
temporary residency aboard the VESSEL does not exceed fifteen (15) days, and who provides no
consideration to the LESSEE for his/her temporary residence aboard the VESSEL.
22. NO NiVAIVER: Any waiver of any breach of covenants or conditions contained .herein to be
kept and performed by LESSEE, shall not be deemed or considered as a continuing waiver and
shall not operate to bar or prevent the CITY from proceeding under the provisions of this
Agreement as a result of a subsequent breach. Unless the CITY was provided prior notice in
writing of a breach of covenant or condition the CITY shall not be deemed to have waived any.
breach of covenant or condition of the Agreement.
23. BREACH/CURE PERIOD/AUTOMATIC TERMINATION: Upon the breach of any
covenant or condition contained herein, the CITY may give written notice to the LESSEE of the
breach. If notified, LESSEE agrees that it will remedy the breach within ten (10) days after notice.
If the breach of any covenant or condition is not cured within the ten (10) day period, this
Agreement shall automatically terminate and the LESSEE agrees to immediately vacate the
PREMISES. Any security deposit or unused portion of dockage fees shall be retained by the CITY
as liquidated damages. In the event legal action is commenced by the CITY to enforce the
covenants of this Agreement, to the extent allowed by law, LESSEE waives its right to jury trial
or to assert permissive counterclaims,
24. ENFORCEMENT COSTS/ATTORNEYS FEES: LESSEE shall pay and discharge all
costs, expenses, and attorneys fees which may be incurred by the CITY in enforcing the covenants
of this Agreement.
25. REMEDIES CUMULATIVE: The remedies herein created are cumulative, and the use of
one remedy shall not be taken to exclude or waive the right to use any other remedy.
26. JOINT AND SEVERAL OBLIGATION: In the event that this lease is granted to more than
one individual or other legal entity (or to any combination), then and in that event, each and every
obligation or undertaking to be performed by LESSEE under this Agreement shall be the joint and
several obligation ()leach such individual or other legal entity.
27. RIGHT TO MOVE VESSEL: In addition to all other powers and authority retained by the
CITY and granted by the LESSEE, the CITY may at any time in its absolute discretion, and without
notice, require the LESSEE to move the VESSEL from its assigned mooring or slip to another
mooring or slip within the same facility or a different facility, and, if the LESSEE fails to comply,
the CITY shall have the right to move the VESSEL itself
70
Attachment. 8 — forin Lease Agreement
28. PROOF OF OWNERSHIP: Prior to signing this Agreement, or upon the C1TY's demand at
any later time, the LESSEE shall furnish the Marinas Manager for review, proof of ownership of
the VESSEL. This proof shall consist of a certified copy of either a State -Registered Title to the
VESSEL or documentation by the U.S. Coast Guard or Foreign Power Registration as the case
may be.
29. ACCESS TO SLIPS: The CITY, its representatives and employees, shall at all times have
free access to the PREMISES for purposes necessary, incidental to, or connected with, the
performance ofits obligations hereunder, or in the exercise of the CITY's governmental functions.
30. EXAMINATION OF PREMISES: LESSEE agrees that it has examined and inspected the
PREMISES to its satisfaction prior to the execution of this Agrrcement and is satisfied with the
physical condition of the PREMISES and further agrees that the PREMISES are in a safe condition
and in good repair,
31. ALTERATION OR MODIFICATION OF PREMISES: Except subject to Articled V of
the Lease, LESSEE shall not remove, relocate, alter or modify any existing portion of the
PREMISE, nor attach, affix, or permit to be attached or affixed, upon the PREMISES or if so
attached or affixed, relocate, replace, alter or modify, without the prior written consent of the
CITY, any flags, placards, signs, poles, wires, aerial antennae, ladders, stairs, ramps, vending
machines, ticket or concession booths, or any other structures, improvements or fixtures.
32. DAMAGE OR DESTRUCTION TO PREMISES: In the event that the PREMISES, or any
portion thereof, shall be destroyed or damaged by fire, wind, watcr or other casualty so as to
prevent the use of the PREMISES for the purposes and during the periods specified herein, or the
PREMISES cannot he used because of strikes, acts of God, or other causes beyond the control of
the CITY, then Article XIII shall control, and the LESSEE waives any claim against the CITY for
damages. The CITY shall not be obligated to repair or rebuild the PREMISES, but may elect in
its sole discretion to do so.
33. DUTY TO MAINTAIN PREMISES IN GOOD REPAIR: The LESSEE, at its own expense,
shall keep the PREMISES in good repair and agrees to vacate the PREMISES at the end of the
term of this Agreement in the same condition as at the beginning of the term, ordinary wear and
use being excepted, and LESSEE shall pay for all damages occasioned by its use.
34. NO PARTNERSHIP OR JOINT VENTURE WITH CITY: The LESSEE and the CITY
agree that nothing contained in this Agreement is intended, or shall be construed as creating or
establishing a .partnership or joint venture between the parties herein or as designating the LESSEE
as the agent or representative of the CITY for any purpose whatsoever.
35. LESSEE'S DUTY TO NOTIFY CITY OF VESSEL'S ABSENCE/CITY'S RIGHT TO
RE -LEASE UNOCCUPIED SLIPS: The LESSEE hereby agrees that if the VESSEL is absent
from the PREMISES for a period of seventy-two (72) hours or more, the LESSEE shall notify thc
Dockmaster's Office in advance of thc dates of departure and return and shall confirm the return
date forty-eight (48) hours prior to return. The LESSEE acknowledges the CITY's right, as part
of the consideration to the CITY under this Agreement, to re -use said slip on a temporary basis to
71
/1ttachment 8 Form Lease .Agreement
transient vessels for compensation when the VESSEL is to be absent for seventy-two (72) hours
or more. LESSEE further recognizes that it has no right to any set-off or credit for the dockage
fees due the CITY under this Agreement when the LESSEE's slip or mooring is temporarily re-
used to dock transient vessels during the absence or the VESSEL as provided [Or herein.
36. SUBORDINATION 4'0 GOVERNMENT AGREEMENTS: LESSEE acknowledges and.
agrees that this Agreement is subject to and subordinate to any existing or ..future agreements of
any kind between the CITY and any other public agency of the -United States Government, state,.
any county,authority, or any official, board, commission or other body politic of the state or federal
government,now or hereafter created, whether specifically mentioned here or not„ pertaining to
the de\ elopment,. construction, operation or autintenance of the Miaini River, Biscayne Bay,
marina basins, or their adjoining seawalls and clock areas. The CITY reserves the right to further
develop, improve, maintain, modify and repair the seawalls and dock areas, the roadways and.
connected walkways, at any time regardless of the views of the LESSEE and without interference
or 171i..ndrance by the LESSEE.
37. GOVERNING This Agreement shall be deemed to have been .made in and shall be
construed. in accordance .withthe law of the State of .Honda.
3.8. INTEGRATION CLAUSE: This Agreement constitutes the sole, complete and only
Agreement between the parties hereto. Any prior agreements, oral understandings, promises,
negotiations, or representations, not expressly set forthin this Agreement, shall haveno force or
effect. -[his Agreement shall not be subject to parole evidence.
39. SEVERABIL1TY CLAUSE: The unenforeeability, invalidity or illegality of any proprovision
of this Agreenient shall not render the other provisions unenforceable, invalid or illegal.
40, ClIANGES TO THIS PRINTED FORM: Any typed or hand-written changes to this printed
form Mooring and Dockage .Agreement, Which are not initialed by the Marinas Manager, shall be
void and of no force or effect.
41. NOTICES: All notices to the CITY- by .the .LESSEE under this Agreement shall be sent by
certified mail, return receipt requested, to the CITY OF 1\41.AML Attn.: Marinas Manager, Dinner
Key .Marina, 3400 Pan American Drive, Miami, .L'Iorida 33133„ in addition to the instructions set
fiwth in Section 21.5 of the Lease. Notices to the CITY shall be deemed effective 'upon actual
receipt,the return receipt constituting evidence thereof Al] notic:es to .the LESSEE by the CITY
under this Agreement shall be sent by certified mail, return receipt requested, to the
mailing address provided by the 1....ESSEE above. Notice to the LESSEE shall be deemed effective
upon posting whether or not the LESSEE signs the return receipt, or delivery is otherwise
incomplete; the postmark on the sender's receipt: for certified mail shall constitute conclusive
evidence of posting/receipt by 'LESSEE,.
42. AUTHORITY TO EXECUTE THIS AGREEMENT: The only representative of the CITY
authorized. to execute this Agreement is the City Manager. The person signing below on behalf of
the does hereby certify that the description of the VESSEL is correct and that he/she/it is,
72
Attachment 8 — Form Lease Agreement
the lawful owner of the VESSEL and that he/she/it is authorized to subject the VESSEL to the
provisions of this Agreement.
43. LESSEE'S RESPONSIBILITIES IN THE EVENT OF A TROPICAL STORM OR
HURRICANE: CITY marinas are not safe locations for vessels during tropical storms or
hurricanes, and the CITY believes significant damage to vessels and to the marinas will likely
occur in a major storm if a vessel..remains at the marina. LESSEE agrees that it is the LESSEE's
sole responsibility to be aware of the threat or approach of a tropical storm or hurricane. In the
event of an impending tropical storm or the issuance of a hurricane watch or warning, the LESSEE
may choose to leave LESSEE's VESSEL in the marina slip provided tbr under this Agreement.
LESSEE agrees, however, to follow all reasonable directions of the Marinas Manager or the
Marinas Manager's designee as to the kind of cleats, ropes, fenders and other measures that m.ust
be used on vessels as a condition. of .use of the marina as provided under Section 327.59, Florida
Statutes. LESSEE specifically and knowingly assumes the risk and agrees .to be solely liable and
responsible for any damages caused to LESSEE's VESSEL, to the marina slips, docks, and piers,
to other vessels, and to any other property dan-iaged by the LESSEE's VESSEL, or as a result of
the VESSEL's presence, including any damages caused by, or as a result of, actions taken by the.
CITY to protect the marina, during a tropical storm or hurricane. LESSEE .further agrees not to
demand .from, nor to sue„ the CITY for any damages whatsoever as a result of any vessel being
allowed to berth at the marina, including the LESSEE's VESSEL, dui Mg such storms.
73
Attachment 8 — Form Lease /N-reement
LESSOR:
CITY OF MIAMI, a municipal corporation
of the State of Florida
By:
Daniel J. Altimso
City Manager
ATTEST:
By:
Todd B. Fla non
City Clerk
APPROVED AS TO INSURANCE APPROVED AS TO LEGAL FORM &
REQUIREMENTS: CORRECTNESS:
By: By:
Ann -Marie Sharpe, Director
Risk Management Department
Victoria Mendez
City Attorney
74
Attachment 8 ---- Form Lease AgreeinClit
LESSEE:
"INSERT LESSEE'S NAME"
Name of Authorized Agent
Title
ATTESTED BY:
By: CORPORATE SEAL
Name
By:
Title
Company Name
Name
Title
Company Name
GUARANTOR:
By: PARENT COMPANY'
Narne of Authorized Agent
Title
ATTESTED BY:
By: CORPORATE SEAL
Name
Title
Company Narne
By: PRESIDENT OF LESSEE"
Name
President
75
8 .Fc Lease Agreonent
EXHIBIT K
MAKIINA FACILITIESRUEES AND REGULATIONS
The following RULES AND REGULATION are established by the City Manager under the
authority of:Section 50-222 of the CITY Code and shall he strictly observed and complied with by
all LESSEES of VESSELS at CITY Marinas:
1.. SLAP ASSIGNMENTS: Dockage, anchorage or mooring assignments 'will be made by. the
Dockmaster. No changes in assignment will be made without the Doekmaster's prior permission
and only Mier a iriew. Mooring and Dockage Agreement is executed by the LESSEE and the CITY..
2. ORDER,LIN'ESS OF PIERS: It shall be the responsibility of LESSEE to keep the pier areas
adjacent to their VESSELS in an orderly, clean, and safe condition. Piers will be kept clear of all
gear, including dinghies and kifs. Private stowage 'facilities nia not he used on .walkways,
pursuant to City Code Section 50-236,
3.. STOWAGE OF CRAFT: After registration and approval by the I)oekmaster, a single
small craft owned by the LESSEE and normally stowed aboard the VESSEL..., may„ on.. no 'more
than an i.)ccasionalbasis, be tied in the same slip without charge. Said small craft may never
protrude beyond the limits of the slip.
4. MOTORIZED VEHICLES: No motorized vehicles of any kind shall be ridden, driven., stored,
or otherwise permitted on a CITY pier, as per City Code Section 50-227.
5.. DOCK BOXES: Dock boxes, if provided by the CITY, are to be emptied and left unlocked upon
issuance of hurricane 'warnings by the 'National .11 urricane Center, or upon termination of the
Mooring and Dockage .Agreement. Other private storage facilities shall not be used on CITY piers.
6., VESSELS 1(11) BE MAINTAINED IN STA'rE OF READINESS: All LESSEES must maintain.
their VESSELS in a state of constant readiness for movement in ease of emergencies„ such. as a
Fire. LESSEES of VESSELS,. whose propulsion machinery is inoperative for a period. in excess
(...)f forty-eight (48) hours, must notify the Dockmaster immediately and inform the same of the
action being taken to place the VESSELS 'machinery in operation as soon as 'possible. The
Dockmaster may temporarily reassign or relocate these VESSELS.
7, 'UNSIGIIIL)r.r VESSELS: It shall be the responsibility of LESSEES to keep their 'VESSEL in.
such. condition that they do not become unsightly, dilapidated, or reflect .unfavorably on the
appearance and standards of CITY marina facilities or mooring 'facilities. The decks of VESSELS
docked at CITY facilities shall be kept :free and clear of debris, bottles, paper, trash, or other
unsightly material at all times, as per City Code Section 50-235,
8. 'R.ITAIRING, FITTING -OUT, ETC.,. OF VESSELS: Major repairs, outfitting or refitting of
VESSELS at CITY marina 'facilities is prohibited. Minor repairs, mechanical adjustments,
electrical work, and touch up painting are permitted only for VESSELS regularly docked at the
marina ...facility. Disk sanding and spray painting are prohibited. The Dockmaster must be
consulted prior to commencing any work. No work may be undertaken which may result in
76
itclehmelit 8 ---- Fort)] .Lecise Agr-eeinent
damage, scarring, or staining the surface of the piers, docks, boxes, or which may otherwise
obstruct the flow or passage of normal .Vehicular and pedestrian traffic, as per. City Code Section
50-240.
9... FLAME -PRODUCING EQI....JIPMENT: The use of charcoal burners„ gas torches, burning or
welding equipment, or any open flame -producing equipment, .except within an enclosed VESSEL
and at the L.ESSEE's own risk(i.e., cook stoves, lamps, lanterns)„ is prohibited, as per City ("...ode
Section 50-239.
10. REFUELING: Refueling within the marina, except at designated and approved fueling stations
is prohibited. ,Euel shall he stored only in tanks integral to thc VESSEL. There shall he no storage
of any flammable substances on or near the piers or bulkhead, as per City Code Section 50-241
1. I., NOISE; LE.SSEES shall use discretion in the use of TV sets, musical instruments, loud hailers,
radios, and any other sound equipment so as not to create a nuisance or to disturb the quiet
enjoyment of oilier LESSEES, licensees, or users of the marinas, and their guests. Rigging shall.
be secured in such a manner as to prevent noise.
12.. GARB.AGE, TRASH, REFUSE AND WASTE OIL: No refuse - solid or liquid - shall be
discharged overboard. All garbage and trash shall be placed in receptaeles provided. No effluent
from toilets or heads, nor oil. .from bilges, shall. be discharged. overboard. Sumps are located
throughout the Marina for the disposal of waste oil, Only Coast. Guard approved sanitation devices
will he acceptable, See City Code Sections 50-237 & 50-238.
13. SWIMMING, AND FISHING: Swimming and diving for recreation or pleasure, and
fishing in marina water, is prohibited,as per City Code Section 50-228.
1.4. RESTRICTION ON PETS: Domestic pets are permitted, provided they are kept leashed \Adlen.
not confined aboard, do not disturb ()tiler LESSEES, users of the Marina, or their guests, and do.
not otherwise create a nuisance. LESSEE, whose pets are not controlled in accordance with. these
restrictions, shall be required to remove their VESSEL from the CITY marina. See City Code
Section 50-.234.
15. LAUN DRY: Laundry of any type, or any item .personal property of an unsightly nature,
shall not be h.ung-out. or spread -out to dryor air in public view on any VESSELS or pier. See City.
Code Section 50-235.
16. ADVERTISING. AND SOLKITING: No advertising or soliciting will be permitted on any
VESSEL berthed at non-commercial piers. However, any VESSE.L. may display a small (notto
exceed 1. square toot), "For Sale" sign. 1The CITY facility address shall not be used for business
purposes. See City Code Sections 50-226 & 50-235.
ITWATER AND ELECTRIC Water siphons will not be used except in case of an.
emergeney. Fresh .water shall not be used as a coolant for air conditioning or other machinery.
Air conditioners shall be turned otl on. an unattended.. VESSEL. Water -supply hoses ofunattended
VESSELS shall be disconnected at the dock and stored aboard. It is unlawful for either th.e
77
Attachment 8 ---- .Fartn Lease Agreement
LESSEE or any other person to use either the electrical power or fresh water for any purpose other
than to supply power and water to the 'VESSEL officially assigned to that berth by the Mooring
and Dockage Agreement and the Lease on tile at the Dockmaster's office No addition, alteration,.
or modification shall be made to the electrical or water supply or any other utility service that may
be furnished by the CITY. See City Code Section 50-230.
18. VESSEL CHECK-OUT PROCEDURE: LISSEES checking out of .the marinas shall report to
the Dockmaster's Officer and pay their accounts in .11111 prior to removing their 'VESSEL from the
marina, (heck -out time shall be 3:00 p.m. A 'VESSEL: occupying a berth after 3:00 p,m. shall be
charged dockage for another day. See City Code Section 5-230.
10. RhMOVAL OF VESSELS WITH DELINQUENT CHARGES PROEIII3TTED: It is prohibited
for the L.,ESSEIE to remove the VESSEL .from the CITY facility without first making payment of
all (lockage .fees and accrued delinquent charges. SEE City Code Section 50-341.
20. .1:31LGE. PUMPS: All VESSELS must have adequate, permanently installed, electrical or
mechanical bilge pumps in constant state of readiness. Switches should he labeled and installed
in readily discernible locations.
21... QE.1.IET 'ENJOYMENT OF OTHER.S: There shall be no disorder, depredations, or disorderly
conduct by a 'LESSEE, LESSEE'S crew or guests that might injure a person, eause damage to
property, disrupt the order of the marina facility or mooring facility, or otherwise interfere with
the quiet enjoyment of other .LESSEES and/or .users of the Marina.
22. ACCESS TO FACILITIES: For security and safety reasons, the use ofor access to piers, docks,
or berthing areas is restricted to LESSEES,. I....,ESSEE's crew., and guests. Access by any other
person requires the approval of the Dockmaster.
23. DISCONNECTION OF UTILITY SERVICES: The LESSEE hereby understands and agrees
that the CITY may cancel and shutoff water and electric utility services, or otherwise discontinue
the provision of said services for any reason whatsoever, including if the LESSEE is delinquent in
LESSEE Is payments due to the CITY or is otherwise in default under any provision of the Mooring
and Dockage Agreement and/or lease, provided, however, that fifteen (15) days prior notice of
such disconnection shall be given to the LESSEE.
I ACKNOWLEDGE THAT I HAVE READ AND UNDERSTOOD 7111E FOREGOING
RULES ANI) REGULATIONS AND AGREE TO COMPLY mist! SAME AS A.
CONDITION OF USING THE MARINA FACILITIES OR MOORING FACILITIES.
7t
Attachnwnt 8 — .Forn? .Lease Agreenlent
ATTEST:
By:
Todd B. .Hannon
City (71.erk
LESSOR:
CITY OF municipal corporation
of the State of Florida.
By:.
Daniel J. Al l'on.so
City Manager
APPROVED AS "170 INSURANCE APPROVED AS TO LEGAL FORM &
REQUIRE.MENTS: CORRECTNESS:
By:
Ann -Marie Sharpe, Director
Risk Management Department
By:
'Victoria Mendez
City Attorney
79
Atta(linzent 8 -- Forat Lectse /1greenlent.
LESSEE:
LSERT NAMEj
Name of Authorized Agent
'Fide
ATTESTED BY:
By: CORPORATE SEAL
Name
Title
Company Name
By:
Name
Title
Company Nne
By: PARENT COMPANY]
ATTESTED BY:
GUARANTOR:
Name of Authorized Agent
Title
By: CORPORATE SEAL
Name
Title
Company Name
By: pRESIDENT OF 1.......ESSEE]
Name
President
SO