HomeMy WebLinkAboutExhibit ALEASE AGREEMENT
ISSUED BY THE
CITY OF MIAMI
TO
MIAMI—DADE COUNTY
FOR THE OCCUPANCY OF OFFICES
303, 304, 307, 400, 401, 402, 403 & 407
WITHIN THE PROPERTY LOCATED AT
970 SOUTHWEST 1st STREET, MIAMI, FLORIDA
CONTENTS
ARTICLE I Error! Bookmark not defined.
DESCRIPTION AND TERM Error! Bookmark not defined.
1.1 Description of Property Error! Bookmark not defined.
1.2. Term of Use Error! Bookmark not defined.
1.3 Option(s) to Extend Error! Bookmark not defined.
ARTICLE II Error! Bookmark not defined.
PURPOSE Error! Bookmark not defined.
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2.2 Continuous Duty to Operate Error! Bookmark not defined.
ARTICLE III Error! Bookmark not defined.
CONSIDERATION Error! Bookmark not defined.
3.1 Rent Error! Bookmark not defined.
3.2 Rent Reduction and Modification Error! Bookmark not defined.
3.3 Additional Payments Error! Bookmark not defined.
3.4 Late Payments and Interest Fees Error! Bookmark not defined.
3.5 Returned Check Fee Error! Bookmark not defined.
3.6 Security Deposit Error! Bookmark not defined.
3.7 Security Deposit Increase Error! Bookmark not defined.
3.8 Monthly Base Rent Increase Error! Bookmark not defined.
ARTICLE IV Error! Bookmark not defined.
RECORDS AND AUDITING Error! Bookmark not defined.
4.1 Records Error! Bookmark not defined.
ARTICLE V Error! Bookmark not defined.
LICENSES, COMPLIANCE WITH LAWS Error! Bookmark not defined.
5.1 Licenses and Permits Error! Bookmark not defined.
5.2 Compliance with Laws Error! Bookmark not defined.
ARTICLE VI Error! Bookmark not defined.
HAZARDOUS MATERIALS Error! Bookmark not defined.
6.1 Hazardous Materials Error! Bookmark not defined.
ARTICLE VII Error! Bookmark not defined.
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ALTERATIONS AND IMPROVEMENTS Error! Bookmark not defined.
7.1 Alterations Error! Bookmark not defined.
7.2 Liens Error! Bookmark not defined.
7.3 Personal Property Error! Bookmark not defined.
7.4 Changes and Additions to the Property Error! Bookmark not defined.
ARTICLE VIII Error! Bookmark not defined.
LANDLORD'S RIGHT OF ENTRY Error! Bookmark not defined.
8.1 Landlord's Right Of Entry Error! Bookmark not defined.
ARTICLE IX Error! Bookmark not defined.
UTILITIES Error! Bookmark not defined.
9.1 Utilities Error! Bookmark not defined.
9.2 Landlord Not Liable For Failure Of Utilities Error! Bookmark not defined.
ARTICLE X Error! Bookmark not defined.
NO REPRESENTATION BY THE LANDLORD Error! Bookmark not defined.
10.1 Condition of Property Error! Bookmark not defined.
ARTICLE XI Error! Bookmark not defined.
MAINTENANCE AND REPAIR OF PROPERTY Error! Bookmark not defined.
11.1 Tenant's Maintenance and Repair of the Property Error! Bookmark not defined.
ARTICLE XII Error! Bookmark not defined.
INDEMNIFICATION AND INSURANCE Error! Bookmark not defined.
12.1 Indemnification Error! Bookmark not defined.
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ARTICLE XIII Error! Bookmark not defined.
DESTRUCTION OF PROPERTY Error! Bookmark not defined.
13.1 Destruction of Property Error! Bookmark not defined.
13.2 Option to Terminate Due to Casualty Error! Bookmark not defined.
13.3 No Liability Error! Bookmark not defined.
ARTICLE XIV Error! Bookmark not defined.
ASSIGNMENT Error! Bookmark not defined.
14.1 Assignment Error! Bookmark not defined.
ARTICLE XV Error! Bookmark not defined.
OWNERSHIP OF IMPROVEMENTS Error! Bookmark not defined.
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ARTICLE XVI Error! Bookmark not defined.
SIGNAGE Error! Bookmark not defined.
16.1 Signs Error! Bookmark not defined.
ARTICLE XVII Error! Bookmark not defined.
SPECIAL ASSESSMENTS AND TAXES Error! Bookmark not defined.
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17.1 Special Assessments And Taxes Error! Bookmark not defined.
ARTICLE XVIII Error! Bookmark not defined.
NOTICE Error! Bookmark not defined.
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ARTICLE XIX Error! Bookmark not defined.
DEFAULT Error! Bookmark not defined.
19.1 Default Error! Bookmark not defined.
19.2 Landlord's Remedies in Event of Default
19.3 Repeated Defaults - Tenant
19.4 Events of Default - Landlord
19.5 Tenant's Remedies in Event of Default
19.6 Repeated Defaults - Landlord
19.7 Surrender of the Area
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ARTICLE XX Error! Bookmark not defined.
HOLDING OVER Error! Bookmark not defined.
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ARTICLE XXI Error! Bookmark not defined.
NON-DISCRIMINATION & EQUAL OPPORTUNITY Error! Bookmark not defined.
21.1 Nondiscrimination Error! Bookmark not defined.
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ARTICLE XXII Error! Bookmark not defined.
MISCELLANEOUS PROVISIONS Error! Bookmark not defined.
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22.2 Landlord Approval Error! Bookmark not defined.
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22.6 Amendments Error! Bookmark not defined.
22.7 Construction Of Lease Error! Bookmark not defined.
22.8 Waiver Of Jury Trial Error! Bookmark not defined.
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22.12 Radon Error! Bookmark not defined.
22.13 Cancellation by Request of Either of the Parties Error! Bookmark not defined.
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22.14 Joint Preparation Error! Bookmark not defined.
22.15 Counterparts Error! Bookmark not defined.
22.16 Ownership of Improvements Error! Bookmark not defined.
22.17 Conflict of Interests Error! Bookmark not defined.
22.18 Public Records Error! Bookmark not defined.
22.19 Third Party Beneficiary Error! Bookmark not defined.
22.20 No Partnership Error! Bookmark not defined.
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22.22 Binding Effect Error! Bookmark not defined.
22.23 Governing Law Error! Bookmark not defined.
22.24 Entire Lease Error! Bookmark not defined.
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LEASE
This Lease Agreement ("Lease") is made this day of , 2018 ("Effective
Date") between the City of Miami, Florida, a municipal corporation of the State of Florida
("Landlord" or "City") and Miami -Dade County, a political subdivision of the State of Florida
("Tenant" or "County"), together the Parties ("Parties").
RECITALS
WHEREAS, the Landlord owns and operates a public facility known as the Manuel Artime
Community Center located at 970 Southwest 1st Street, Miami, Florida under Folio #014138-003-
1200 ("Property"); and
WHEREAS, Section 29-B of the Charter of the City of Miami, Florida as amended
("Charter"), provides for requirements and exemptions for sale or lease of City -owned property; and
WHEREAS, provisions of Section 29-B of the Charter provides that any requirements
contained therein, and any other City purchasing requirements, shall not apply when conveying
property to implement projects of any government agency or instrumentality; and
WHEREAS, the Tenant is a political subdivision of the State of Florida; and
WHEREAS, the Tenant has expressed its interest in utilizing office space at the Property for
the operation of social service programs run by the Miami -Dade County Community Action and
Human Services Department; and
WHEREAS, this Lease is subject to the audit and inspection rights set forth in Sections 18-
100, 18-101 and 18-102 of the Code; and
WHEREAS, the Landlord and Tenant desire to enter into a Lease; and
WHEREAS, the City of Miami Commission has authorized this Lease in accordance with
Resolution No. R- adopted at its meeting held on
; and
WHEREAS, the Miami -Dade County Commission has authorized this Lease in accordance
with Resolution No. R- adopted at its meeting held on
; and
WHEREAS, the Parties jointly and voluntarily stipulate as to the accuracy of these recitals;
and NOW, THEREFORE, in order to carry out the intent as expressed herein and in consideration of
the mutual agreements subsequently contained, the Landlord and Tenant agree as follows:
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ARTICLE I DESCRIPTION AND TERM
1.1 Description of Property
The Landlord is the owner of real property and improvements described as RIVERVIEW PB
5-43 LOTS 1 & 2 & LOTS 5 THRU 7 & LOTS 14 THRU 20 located at 970 SW 1'1 Street, Miami,
Florida a/k/a Folio #01-4138-003-1200 ("Property"). The Landlord has determined that office
spaces 303, 304, 307, 400, 401, 402, 403 & 407, consisting of a total square footage of
approximately 4,810.60 square feet located within the Property (collectively referred to herein as
"Area"), depicted as Exhibit "A" attached hereto and made a part hereof, is not needed at this time by
any of the Landlord's offices or departments. Landlord grants Tenant the exclusive use and
occupancy of the Area during the term of this Lease.
Tenant shall have the nonexclusive right (in common with other occupants of the Property) to
use the common areas of the Property for the purposes intended, subject to such rules and regulations
as Landlord may establish from time to time.
1.2. Term of Use
The initial term ("Initial Term") of this Lease shall commence upon the effective date of this
document, which shall be upon the execution of this lease by the parties ("Effective Date") and shall
expire five (5) years thereafter.
1.3 Option(s) to Extend
Tenant may extend this Lease for two (2) additional five (5) year periods (hereinafter
"Additional Term"), upon the same terms and conditions contained in the Lease provided the Tenant
complies with the following conditions:
(a) The Tenant has delivered written notice of its request to extend the Lease to the City
Manager three (3) months in advance of the expiration of the Initial Term, but not earlier than six (6)
months prior to the expiration of the Initial Term ("Option Request").
(b) No event of default, as defined in Article XIX of this Lease entitled "Default," exists at
the time of the Option Request.
(c) Tenant receives the written approval of the City Manager or his/her authorized designee.
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ARTICLE II PURPOSE
2.1 Purpose
The purpose of this Lease is to assist the Tenant in accomplishing its purpose to provide
delivery of comprehensive social services to the community ("Permitted Use") and in furtherance
thereof authorizes the Tenant to occupy and use the Area under the conditions hereinafter set forth.
The use of the Area is limited to Tenant's use of the Area by the Miami -Dade County Community
Action and Human Services Department. Any use of the Area not authorized under the Permitted
Use must receive the prior written consent of the City Manager. This consent may be withheld for
any or no reason, including, but not limited to additional financial consideration.
This Lease and all rights of the Tenant hereunder shall, at the option of the Landlord, cease
and terminate, in accordance with the provisions and requirements of the Lease in the event the
Tenant ceases to use and operate the Area for the purposes provided herein.
2.2 Continuous Duty to Operate
Except where the Property and/or the Area is rendered unusable by reason of fire, act of God,
material building repair or maintenance requirements or other similar events or casualty, the Tenant
shall at all times during the Term hereof occupy the Area.
ARTICLE III CONSIDERATION
3.1 Rent
In consideration for this Lease, commencing on the Effective Date of the Lease ("Rent
Commencement"), Tenant agrees to pay to the Landlord for the use of office spaces 303, 304, 307,
400, 401, 402, 403 & 407, with approximately 4,810.60 square feet, monthly base rent in the amount
of Six Thousand Three Hundred Seventy Nine and 46/100 Dollars ($6,379.46), plus State Use Tax, if
applicable, which shall be due and payable in full on the first day of each month, without notice or
demand ("Rent") until such time that the pending lease agreement, between Miami -Dade County, a
political subdivision of the State of Florida ("Landlord"), and the City of Miami, a municipal
corporation of the State of Florida ("Tenant"), concerning the premises located at 1897 N.W. 20th
Street, Miami, Florida 33142 (Folio No.: 01-3127-043-0370), is authorized, executed, and ratified by
all required parties and the "City" has taken possession of the subject premises under the terms and
conditions as stated under Section 3.2 as seen below.
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3.2 Rent Reduction and Modification
Landlord shall modify the Tenant's prevailing monthly base Rent to annual Rent in the
amount of One and 00/100 Dollar ($1.00), plus State Use Tax, if applicable, on the first day of the
month following all the terms and conditions being met as follows:
a.) The pending Lease agreement, between Miami -Dade County, a political subdivision
of the State of Florida ("Landlord"), and the City of Miami, a municipal corporation of the State of
Florida ("Tenant"), concerning the premises located at 1897 N.W. 20th Street, Miami, Florida 33142
(Folio No.: 01-3127-043-0370) has been ratified by all required parties; and
b.) the "City" and "County" have executed a Possession Date Certificate under the terms
and conditions of the pending Lease agreement and as stated therein.
The annual Rent shall remained fixed for the term of the Lease and shall be due and payable
on the first anniversary date of the Effective Date following all the terms and conditions being met as
stated above, annually, without notice or demand ("Rent"). Payments shall be made payable to "City
of Miami" and shall be mailed to the following address, or such other address as may be designated
from time to time: City of Miami Asset Management Division ATTN: Lease Manager 444 S.W. 2nd
Avenue, 3rd Floor, Miami, Florida 33130.
3.3 Additional Payments
Intentionally Deleted.
3.4 Late Payments and Interest Fees
Intentionally Deleted.
3.5 Returned Check Fee
In the event any check is returned to the Landlord as uncollectible, the Tenant shall pay to
Landlord a returned check fee ("Returned Check Fee") based on the following schedule:
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Returned Amount Returned Check Fee
$00.01 - 50.00 $20.00
$50.01 - 300.00 $30.00
$300.01 - 800.00 $40.00
OVER $800 5% of the returned amount.
Such returned check fee shall constitute additional fees due and payable to the Landlord by Tenant
upon the date of payment of the delinquent payment referenced above. Acceptance of such returned
check fee by Landlord shall, in no event, constitute a waiver of Tenant's violations with respect to
such overdue amount nor prevent Landlord from the pursuit of any remedy to which Landlord may
otherwise be entitled.
3.6 Security Deposit
Intentionally Deleted.
3.7 Security Deposit Increase
Intentionally Deleted.
3.8 Monthly Base Rent Increase
The Monthly Base Rent rate shall be adjusted on October 1 of every Lease Year. Tenant
agrees to pay Landlord an increase in the Rent which shall be calculated as the three percent (3%) of
the previous Lease Year's Rent. Said annual increase is only applicable to the monthly base Rent
under Section 3.1 herein and shall cease upon the Rent Reduction and Modification as stated under
Section 3.2 herein.
ARTICLE IV RECORDS AND AUDITING
4.1 Records
During the Term of this Lease, the Tenant shall maintain and keep, or cause to be maintained
and kept at the Property, a full, complete and accurate record and account of all lease payments for
the Area.
All applicable records and accounts shall be available for inspection and or audit by the
Landlord and its duly authorized agents or representatives during the hours of 9:00 AM to 6:00 PM,
Monday through Friday. The Tenant shall keep and preserve, or cause to be kept and preserved, said
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records for not less than sixty (60) months after the expiration of this Lease. The Tenant will
cooperate with the Landlord's internal auditors (or such other auditors designated by the Landlord) in
order to facilitate the Landlord's examination of records and accounts. The Tenant agrees that all
documents, records' and reports maintained and generated pursuant to this Lease shall be subject to
the provisions of the Public Records Law, Chapter 119, Florida Statutes.
ARTICLE V LICENSES, COMPLIANCE WITH LAWS
5.1 Licenses and Permits
The Tenant shall, at the Tenant's sole cost and expense, obtain any and all licenses and
permits necessary and in connection with the Tenant's use and occupancy of the Area.
5.2 Compliance with Laws
Each party to this agreement shall comply with all applicable laws, ordinances, and codes of
federal, state, and local governments, now or hereinafter enacted.
ARTICLE VI HAZARDOUS MATERIALS
6.1 Hazardous Materials
The Tenant shall, at its sole cost and expense, at all times and in all respects comply with all
federal, state and local laws, statutes, ordinances and regulations, rules, rulings, policies, orders and
administrative actions and orders regarding hazardous materials under the control of Tenant or its
agents ("Hazardous Materials Laws"), including, without limitation, any Hazardous Materials Laws
relating to industrial hygiene, environmental protection or the use, storage, disposal- or transportation
of any flammable explosives, toxic substances or other hazardous, contaminated or polluting
materials, substances or wastes, including, without limitation, any "Hazardous Substances",
"Hazardous Wastes", "Hazardous Materials" or "Toxic Substances", under any such laws, ordinances
or regulations (collectively "Hazardous Materials"). The Tenant shall, at its sole cost and expense,
procure, maintain in effect and comply with all conditions of any and all permits, licenses and other
governmental and regulatory approvals relating to the presence of Hazardous Materials within, on,
under or about the Property required for the Tenant's use of any Hazardous Materials in or about the
Property in conformity with all applicable Hazardous Materials Laws and prudent industry practices
regarding management of such Hazardous Materials. The Landlord recognizes and agrees that the
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Tenant may use such materials in quantities appropriate for its use of the Property, for the purposes
stated herein and that such use by the Tenant shall not be deemed a violation of this section so long
as the levels of use of such materials are not in violation of any Hazardous Materials Laws. Upon
termination or expiration of this Lease, the Tenant shall, at its sole cost and expense, cause all
Hazardous Materials, including their storage devices, placed in or about the Property by the Tenant
or at the Tenant's direction, to be removed from the Property and transported for use, storage or
disposal in accordance and compliance with all applicable Hazardous Materials Laws. The Landlord
acknowledges that it is not the intent of this Article VII to prohibit the Tenant from operating the
Property for the uses described in Section 2.1 of this Lease entitled "Purpose". The Tenant may
operate according to the custom of the industry so long as the use or presence of Hazardous Materials
is strictly and properly monitored according to, and in compliance with, all applicable governmental
requirements. The requirements of this section shall survive the expiration or termination of this
Lease.
The Landlord represents that:
(i) To the best of its knowledge there are no environmental violations, whether under federal, state, or
local laws, existing on the Property;
(ii) To the best of its knowledge there are no Hazardous Materials presently existing on the Property.
ARTICLE VII ALTERATIONS AND IMPROVEMENTS
7.1 Alterations
The Tenant shall have access to the Property and/or the Area ("Possession Date") on the
Effective Date of the Lease to make any necessary alterations and improvements. Except in the event
of an emergency, Tenant shall not make any repair or alteration required or permitted to be
performed by Tenant without first receiving the written approval of the Director of Public Facilities
("Director"), which approval may be conditioned or withheld for any or no reason whatsoever,
including a condition to pay additional fees if such alteration will affect the cost of services being
provided by the Landlord. If Landlord approves such request, no repair or alteration shall be
commenced until plans and specifications thereof shall have been submitted to and approved by the
City Manager. Tenant acknowledges that any approval given by the City Manager pursuant to this
Section shall not constitute an opinion, approval, or agreement by the Landlord that the plans and
specifications are structurally sufficient or in compliance with any laws, codes or other applicable
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regulations.
In the event of an emergency, Tenant may reasonably proceed to perform such repair work
and shall immediately notify the Landlord of such work.
7.2 Liens
Tenant, at its expense and with due diligence and dispatch, shall secure the cancellation or
discharge of or bond off same in the manner permitted by law, all notices of violations arising from
or otherwise in connection with Tenant's improvements or operations in the Area which shall be
issued by any public authority having or asserting jurisdiction. Tenant shall promptly pay its
contractors and materials men for all work and labor done at Tenant's request. Should any such lien
be asserted or filed, regardless of the validity of said liens or claims, Tenant shall bond against or
discharge the same within fifteen (15) calendar days of Tenant's receipt of notice of the filing of said
encumbrance. In the event Tenant fails to remove or bond against said lien by paying the full amount
claimed, Tenant shall pay the Landlord upon demand any amount paid out by Landlord, including
Landlord's costs, expenses and reasonable attorneys' fees. Subject to the limitations of Florida Statue
Section 768-28, Tenant further agrees to hold Landlord harmless from and to indemnify the Landlord
against any and all claims, demands and expenses, including reasonable attorney's fees, by reason of
any claims of any contractor, subcontractor, material man, laborer or any other third person with
whom Tenant has contracted or otherwise is found liable to, in respect to the Area. Nothing
contained in this Lease shall be deemed, construed or interpreted to imply any consent or agreement
on the part of Landlord to subject the Landlord's interest or estate to any liability under any
mechanic's or other lien asserted by any contractor, subcontractor, material man or supplier thereof
against any part of the Area or any of the improvements thereon and each such contract shall provide
that the contractor must insert a statement in any subcontract or purchase order that the contractor's
contract so provides for waiver of lien and that the subcontractor, material man and supplier agree to
be bound by such provision.
7.3 Personal Property
The Tenant shall have the right to remove any personal property that it places in or on the
Property. The Tenant may provide additional equipment and personal property necessary for its
operation at the Property. All equipment and personal property provided or used by the Tenant at the
Property shall be of good quality and suitable for its purpose. Any such equipment and/or personal
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property valued over five hundred dollars ($500.00) will be tagged and inventoried. Any equipment
of Tenant shall be donated to the Landlord immediately upon purchase and must contain a decal
and/or property control number and added to the list of inventory. The Tenant's failure to repair any
damage caused to the Property within sixty (60) days after receipt of written notice from the
Landlord directing the required repairs, shall constitute an Event of Default. The Landlord may,
however, elect to cause the Property to be repaired at the sole cost and expense of the Tenant. The
Tenant shall pay the Landlord the full cost of such repairs within fifteen (15) days after receipt of an
invoice indicating the cost of such required repairs. The requirements of this section shall survive the
expiration or termination of this Lease.
7.4 Changes and Additions to the Property
The Landlord reserves the right at any time to reasonably: (i) make or permit changes or
revisions on the Property, including additions to, subtractions from, rearrangements of, alterations of,
modifications of or supplements to the building areas, walkways, parking areas, or driveways, and
(ii) construct improvements on the Property and to make alterations thereof or additions thereto,
subject to the condition that the Landlord will endeavor to minimize any interruption to the Tenant's
use and operation of the Property and Area under the Lease and Landlord shall provide 60 days
advance notice of any alterations or modifications that will substantially impact the Tenant's use of
the Property.
ARTICLE VIII LANDLORD'S RIGHT OF ENTRY
8.1 Landlord's Right Of Entry
The Landlord reserves the right to enter upon the Property at all reasonable times, for any
purpose the Landlord deems necessary to, incident to, or connected with the performance of the
Landlord's duties and obligations hereunder or in the exercise of its proprietary and municipal
functions.
Landlord and its authorized representative(s) shall have at all times access to the Area.
Landlord will maintain a complete set of keys to the Area. Tenant, at its sole cost and expense, may
duplicate or change key locks but not until first receiving written approval from the Director for such
work. In the event Tenant changes key locks as approved by the Director, Tenant, at its sole cost and
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expense, must also provide a copy of said keys to the Landlord.
The Landlord shall have access to and entry into the Area at any time to (a) inspect the Area,
(b) to perform any obligations of Tenant hereunder which Tenant has failed to perform after written
notice thereof to Tenant, Tenant not having cured such matter within ten (10) days of such notice, (c)
to assure Tenant's compliance with the terms and provisions of this Lease and all applicable laws,
ordinances, rules and regulations and (d) for other purposes as may be deemed necessary by the City
Manager in the furtherance of the Landlord's corporate purpose; provided, however, that Landlord
shall make a diligent effort to provide at least 24-hours advance notice and Tenant shall have the
right to have one or more of its representatives or employees present during the time of any such
entry. The Landlord, its officers, directors, employees, representatives and agents, shall not be liable
for any loss, cost or damage to the Tenant by reason of the exercise by the Landlord of the right of
entry described herein for the purposes listed above. The making of periodic inspection or the failure
to do so shall not operate to impose upon Landlord any liability of any kind whatsoever nor relieve
the Tenant of any responsibility, obligations or liability assumed under this Lease.
ARTICLE IX UTILITIES
9.1 Utilities
Landlord shall, at its sole cost and expense, furnish and maintain air conditioning, electric
current and dumpster for regular office debris. Tenant must abide by the rules, regulations,
schedules, and practices of the Landlord in the administration of these services.
The Landlord reserves the right to interrupt, curtail or suspend the provision of any utility
service, including but not limited to, heating, ventilating and air conditioning systems and equipment
serving the Area, to which Tenant may be entitled hereunder, when necessary by reason of accident
or emergency, or for repairs, alterations or improvements in the judgment of Landlord desirable or
necessary to be made or due to difficulty in obtaining supplies or labor or for any other cause beyond
the reasonable control of the Landlord. The work of such repairs, alterations, or improvements shall
be prosecuted with reasonable diligence. The Landlord shall in no respect be liable for any failure of
the utility companies or governmental authorities to supply utility service to Tenant or for any
limitation of supply resulting from governmental orders or directives. Tenant shall not claim any
damages by reason of the Landlord's or other individual's interruption, curtailment or suspension of
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a utility service, nor shall the Lease or any of Tenant's obligations hereunder be affected or reduced
thereby.
Tenant, at its sole cost, shall provide cleaning services for the Area. Tenant shall pay for all
telephone services or other utility service Tenant may require including the installation of any
necessary lines and equipment. Tenant, at its sole cost and expense, shall hire a pest control
company, as needed, to insure that the Area will at all times be in a clean and sanitary condition and
free from vermin Tenant agrees to provide any and all security it deems necessary to protect its
operations and equipment. Tenant shall insure that all appropriate equipment and lights have been
turned off and appropriate doors locked at the close of operations within the Area each day.
9.2 Landlord Not Liable For Failure Of Utilities
The Landlord shall not be liable for any loss of performance income to Tenant due to any
failure of water supply, sewer, gas or electric current.
ARTICLE X NO REPRESENTATION BY THE LANDLORD
10.1 Condition of Property
A. Tenant accepts the Area in "As Is", in its present condition and state of repair condition
and without any representation by or on behalf of Landlord, and agrees that Landlord shall, under no
circumstances, be liable for any latent, patent or other defects in the Area. Tenant, at its sole cost,
shall maintain the Area in good order and repair at all times and in an attractive, clean, safe and
sanitary condition an shall suffer no waste or injury thereto.
B. The Tenant shall be responsible for all repairs to the Area required or caused by Tenant's
use of part thereof without limiting the generality of the foregoing, Tenant is specifically required to
replace all light bulbs and ballasts as needed, and make repairs (a) to the portion of any pipes, lines,
ducts, wires or conduits contained within or serving the Area; (b) to windows, plate glass, doors and
any fixtures or appurtenances composed of glass; (c) to Tenant's sign, if applicable; (d) to the Area
or the Property when repairs to same are necessitated by any act or omission of Tenant or the failure
of Tenant to perform its obligations under this Lease.
C. The Landlord agrees to make all changes necessary to the Area at the Landlord's sole cost
and expense in order to comply with all City, County and State building code requirements for
Tenant's occupancy thereof.
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D. If Tenant installs any electrical equipment that overloads the lines in the Area or the
Property, Landlord may require Tenant to make whatever changes to the lines as may be necessary to
render same in good order and repair, and in compliance with all applicable legal requirements.
E. If, in an emergency, it shall become necessary to make promptly any repairs or
replacements required to be made by Tenant, Landlord may reenter the Area and proceed forthwith
to have the repairs or replacements made and pay the cost thereof. Within thirty (30) days after
Landlord renders a bill, therefore, Tenant shall reimburse the Landlord for the cost of making the
repairs.
ARTICLE XI MAINTENANCE AND REPAIR OF AREA
11.1 Tenant's Maintenance and Repair of the Area
The Tenant shall, at its sole cost and expense, at all times during the Term hereof, provide
routine maintenance to the Area. The Tenant shall not commit, or suffer to be committed, any waste
in or upon the Property or do anything in or on the Property, which, detracts from the appearance of
the Property.
11.2 Landlord's Maintenance and Repair of the Area
Landlord shall be responsible for the maintenance, repair, and replacement of structural
components of the building, including but not limited to floor slab, windows (including any
damage caused by leaks), roof; electrical system; plumbing within the space, restrooms; HVAC
system; restroom fixtures and equipment; lighting systems.
ARTICLE XII INDEMNIFICATION AND INSURANCE
12.1 Indemnification
To the extent authorized pursuant to §768.28, Fla. Stat., the Tenant shall indemnify, hold
harmless and defend the Landlord from and against any and all claims, suits, actions, damages or
causes of action of whatever nature, for any personal injury, loss of life or damage to property
sustained in or on the Area, by reason of or as a result of Licensee's use or operations thereon, and
from and against any orders, judgments or decrees which may be entered thereon, and from and
against all costs, attorney's fees, expenses and liabilities incurred in and about the defense of any
such claims and the investigation thereof.
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12.2 Insurance
Tenant represents that it is self -insured in accordance and subject to the limitations as set
forth in Section 768.28 of the Florida Statutes, and shall provide evidence of acceptable self-
insurance under the laws of the State of Florida to the Landlord's Department of Risk Management.
Tenant represents that its self-insurance program covers actions to recover for injury or loss of
property, personal injury or death caused by the negligent or wrongful acts or omission of its officers
and employees. Tenant further represents that it shall self -insure against any and all damage or
destruction to one or more of the subject Properties and any buildings thereon, by any casualty,
including but not limited to fire, windstorm and hurricanes.
Said notice should be delivered to the City of Miami, Department of Risk Management, 444
SW 2nd Avenue, 9th Floor, Miami, FL 33130 with copy to City of Miami, Department of Public
Facilities, 444 SW 2nd Avenue, 3rd Floor, Miami, FL 33130.
Failure to require third parties to procure the insurance required by this section shall
constitute a default of this Lease as provided in Article XIX of this Lease entitled "Default." The
Tenant's failure to require third parties to procure insurance shall in no way release the Tenant from
its obligations and responsibilities as provided herein.
12.3 Damage Or Loss To The Property
Neither party shall be liable for injury or damage which may be sustained by the Property or
sustained by goods, wares, merchandise or other property of the Tenant, or the Tenant's employees,
agents, contractors, invitees, and guests or of any other person in or about the Property caused by or
resulting from any peril whatsoever which may affect the Property, including, without limitation,
fire, steam, electricity, gas, water, or rain which may leak or flow from or into any part of the
Property, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires,
appliances, plumbing, air conditioning or lighting fixtures of the Property, or from hurricane or any
act of God or any act of negligence of any user of the facilities or occupants of the Property unless
caused by the negligence of the Landlord or the Tenant, their officers, employees, agents or
representatives.
ARTICLE XIII DESTRUCTION OF PROPERTY
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13.1 Destruction of Property
If the Property shall be damaged by fire, the elements, accident or other casualty (any of such
causes being referred to herein as a "Casualty"), but the Property shall not be rendered wholly or
partially unusable, the Landlord shall promptly cause such damage to be repaired, subject to
collection of sufficient insurance proceeds.
If, as a result of Casualty, the Property shall be rendered partially unusable, then, the
Landlord shall cause such damage to be repaired. In such event, such repairs shall be made at the
expense of the Landlord, subject to the Tenant's responsibilities set forth herein. The Landlord shall
not be liable for interruption to the Tenant's business or for damage to or replacement or repair of
Tenant's personal property (including, without limitation, inventory, trade fixtures, floor coverings,
furniture and other property removable by the Tenant under the provisions of this Lease) or for
damage to or replacement or repair of any improvements installed by Tenant at the Property. The
Landlord shall not be obligated to spend more for the cost of repair than net insurance proceeds
recovered with respect to such loss. In this regard, to the extent funds are not available to fully
restore the Property to its pre -Casualty condition, the Landlord's repair of the Property may not result
in the Property being restored to its condition prior to any such Casualty. In the event the cost to
repair the Property is less than the net insurance proceeds received by the Landlord, all excess
insurance proceeds shall inure to' the benefit of the Landlord.
13.2 Option to Terminate Due to Casualty
If the Property is (a) rendered wholly unusable, or (b) damaged as a result of any cause which
is not covered by the insurance, or (c) insurance proceeds are insufficient to restore the Property to a
condition reasonably necessary to carry out the purposes described in this Lease, or
(d) damaged or destroyed in whole or in part during the Term or (e) if the Property is damaged to the
extent that it cannot be used for Tenant's intended purpose for a period of ninety (90) or more
consecutive days, then, either the Landlord or the Tenant may elect to terminate this Lease by giving
to the other party notice of such election within ninety (90) days after the occurrence of such event. If
such notice is given, the rights and obligations of the Parties shall cease as of the date specified in
such notice. Upon termination of this Lease pursuant to this section, the Tenant and the Landlord
shall be released from any further obligations hereunder.
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13.3 No Liability
In no event shall the Landlord be liable or responsible for damage to the personal property,
improvements, fixtures and/or equipment belonging to or rented by Tenant, its officers, agents,
employees, invitees or patrons, including without limitation, damages resulting from fire, steam,
electricity, gas, water, rain, vandalism or theft which may leak or flow from or into any part of the
Area, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires,
appliances, plumbing, air conditioning or lighting fixtures of the Area, or from hurricane or any act
of God or any act of negligence of Tenant, its officers, employees, agents, invitees, or patrons or any
person whomsoever whether such damage or injury results from conditions arising at or about the
Area or upon other portions of the Property or from other sources.
ARTICLE XIV ASSIGNMENT
14.1 Assignment
Tenant shall not, at any time during the term of this Lease, assign, mortgage, pledge or
otherwise encumber this Lease or any interest hereunder.
ARTICLE XV OWNERSHIP OF IMPROVEMENTS
15.1 Ownership of Improvements
As of the Effective Date and throughout the Term, title to all buildings and improvements
thereon shall be vested in Landlord. Furthermore, title to all alterations made in or to the Property
and/or the Area, whether or not by or at the expense of Tenant, shall, unless otherwise provided by
written agreement, immediately upon their completion become the property of the Landlord and shall
remain and be surrendered with the Area.
ARTICLE XVI SIGNAGE
16.1 Signs
The Tenant shall be permitted to place signs or posters, exclusively as related to the Tenant's
operations on the areas designated on the exterior and interior of the Property. The Tenant shall not
permit any signs, advertising materials or other objects to be placed or hung on any portion of the
Property or allow any change or modification to the exterior or interior of the Property, except as
provided for in the City of Miami Code. The Tenant must also obtain approval from all governmental
authorities having jurisdiction, and must comply with all applicable requirements set forth in the City
of Miami Code and Zoning Ordinance. Upon the expiration or earlier termination of this Lease, for
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any reason, the Tenant shall, at its sole cost and expense, remove and dispose of all signs, advertising
materials or other objects of Tenant located on the areas designated on the exterior and interior of the
Property.
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ARTICLE XVII SPECIAL ASSESSMENTS AND TAXES
17.1 Special Assessments And Taxes
In the event the Property is subject to taxation, charges or assessments and the Tenant does
not pay same, within thirty (30) days the Landlord shall have the right to terminate this Lease upon
providing fifteen (15) days written notice to the Tenant and the Tenant shall be liable for the taxes.
Tenant shall pay before any fine, penalty, interest or costs is added for nonpayment, any and
all charges, fees, taxes, imposition, levy or assessments levied against the Area and/or against any
occupancy interest or personal property of any kind, owned by or placed in, upon or about the Area
by Tenant, including, but not limited to, ad valorem taxes, fire fees and parking surcharges. In the
event Tenant appeals a tax or fee, Tenant shall immediately notify Landlord of its intention to appeal
said tax or fee and shall furnish and keep in effect a surety bond of a responsible and substantial
surety company reasonably acceptable to Landlord or other security reasonably satisfactory to
Landlord in an amount sufficient to pay one hundred percent of the contested tax or fee with all
interest on it and costs and expenses, including reasonable attorneys' fees, to be incurred in
connection with it.
ARTICLE XVIII NOTICE
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18.1 Notice
All notices or other communications which may be given pursuant to this Lease shall be in
writing and shall be deemed properly served if delivered by personal service or by certified mail
addressed to Landlord and Tenant at the addresses indicated herein or as the same may be changed
from time to time, or for purposes of canceling this Lease, the Landlord may serve notice by posting
it at the Area. Such notice shall be deemed given on the day it is posted at the Area; on which
personally served; or if by certified mail, on the fifth day after being mailed or the date of actual
receipt, whichever is earlier. The notices addresses of the Parties are:
CITY OF MIAMI TENANT
City of Miami
City Manager
3500 Pan American Drive
Miami, FL 33133
COPY TO:
City of Miami
Attn: Director
Department of Real Estate and Asset Management
444 SW 2nd Avenue 3rd Floor
Miami, FL 33130
City of Miami
City Attorney
444 SW 2nd Avenue, Suite 945
Miami, FL 33130
Miami -Dade County
Internal Services Department
Real Estate Development Division
sl
111 N. W. 1 Street, Suite 2460
Miami, Florida 33128
COPY TO:
Miami -Dade County Community
Action and Human Services
Department
701 N.W. 1st Court
Suite 10-109
Miami, FL 33130
ARTICLE XIX DEFAULT
19.1 Default
Each of the following events is defined as an Event of Default:
The failure of the Tenant to perform any of the covenants, conditions and agreements
of this Lease on the part of the Tenant to be performed and the continuance of the
failure for a period of fifteen (15) days after written notice (which notice shall specify
the nature of the default) from the Landlord to the Tenant, unless with respect to any
default which cannot be cured within fifteen (15) days, the Tenant, in good faith,
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promptly after receipt of written notice, shall have commenced and continued
diligently to reasonably prosecute all action necessary to cure the default and shall
have so notified the Landlord in writing;
(a) Failure of the Tenant to continuously operate as described in Section 2.2 of this
Lease.
19.2 Landlord's Remedies in Event of Default
The Landlord may treat anyone or more of the Event(s) of Default as a breach of this Lease,
and thereupon at its option, the Landlord shall have, in addition to every other right or remedy
existing at law or in equity, the right to do anyone or more of the following:
(a) Elect to cancel and terminate this Lease and dispossess the Tenant by giving a ten (10) day notice
of such election to the Tenant; and reenter the Property and/or Area. In the event of such termination,
the Landlord shall have the right to seek any damages sustained by it by reason of the Tenant's
actions or inactions and the resulting termination of this Lease. Upon termination of this Lease, the
Tenant shall immediately cease all operations at the Property and surrender the Property in
accordance with the provisions contained herein.
(b) Perform on behalf of and at the expense of the Tenant, any obligation of the Tenant under this
Lease which the Tenant has failed to perform, the cost of which performance by the Landlord,
together with interest thereon at the rate of ten percent (10%) from the date of such expenditure, shall
be deemed additional payments and shall be payable by the Tenant to the Landlord upon demand.
(c) Exercise any other legal or equitable right or remedy, which it may have under this Lease, at law
or in equity. Notwithstanding the provisions of clause (b) above and regardless of whether an Event
of Default shall have occurred, the Landlord may exercise the remedy described in clause (b) without
any notice to the Tenant if the Landlord, in the exercise of its good faith judgment, believes it would
be injured by failure to take rapid action or if the unperformed obligation of the Tenant constitutes an
emergency.
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All of the remedies of the Landlord shall be cumulative, and enforcing one or more of the
remedies herein provided upon an Event of Default and shall not be deemed or construed to
constitute a waiver of such default, or an election of remedies.
19.3 Repeated Defaults -Tenant
If more than twice during any twelve (12) month period the Tenant fails to satisfy or comply
with the same or substantially the same material requirements or provisions of this Lease (except
where such repeated default arises from acts of God or results from causes or conditions not
attributable, directly or indirectly, to the Tenant, its guests, employees, agents or others within the
Tenant's control), then at the Landlord's election, the Tenant shall not have any right to cure such
repeated default. In the event of the Landlord's election not to allow the cure of a repeated failure to
satisfy or comply, the Landlord shall have all of the rights and remedies provided in this Lease
relative to an Event of Default immediately upon the occurrence of such repeated failure to satisfy or
comply.
19.4 Events of Default -Landlord Each of the following events is defined as an Event of Default:
(a) The failure of the Landlord to perform any of the material covenants, conditions and terms of this
Lease on the part of the Landlord to be performed and the continuance of the failure for a period of
fifteen (15) days after written notice (which notice shall specify the nature of the default) from the
Tenant to the Landlord, unless with respect to any default which cannot be cured within fifteen (15)
days, the Landlord, in good faith, promptly after receipt of written notice, shall have commenced and
continued diligently to reasonably prosecute all action necessary to cure the default and shall have so
notified the Tenant in writing;
(b) The filing of a bankruptcy petition pursuant to Chapter 9, Title 11 of the United States
Bankruptcy Code Chapter (11 USC CHAPTER 9 -ADJUSTMENT OF DEBTS OF A MUNICIP
ALITY).
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19.5 Tenant's Remedies in Event of Default
The Tenant may treat anyone or more of the Event(s) of Default as a breach of this Lease,
and thereupon at its option, the Tenant shall have, in addition to every other right or remedy existing
at law or in equity, the right to do anyone or more of the following:
(a) Elect to cancel and terminate this Lease by giving a ten (10) day notice of such election to the
Landlord. In the event of such termination, the Tenant shall have the right to seek any damages
sustained by it by reason of the Landlord's actions or inactions and the resulting termination of this
Lease. Upon termination of this Lease, the Tenant shall immediately cease all operations at the
Property and surrender the Property in accordance with the provisions contained herein.
(b) Exercise any other legal or equitable right or remedy, which it may have under this Lease, at law
or in equity.
All of the remedies of the Tenant shall be cumulative, and enforcing one or more of the
remedies herein provided upon an Event of Default and shall not be deemed or construed to
constitute a waiver of such default, or an election of remedies.
19.6 Repeated Defaults -Landlord
If more than twice during any twelve (12) month period the Landlord fails to satisfy or
comply with the same or substantially the same material requirements or provisions of this Lease
(except where such repeated default arises from acts of God or results from causes or conditions not
attributable, directly or indirectly, to the Landlord, its guests, employees, agents or others within the
Landlord's control), then at the Tenant's election, the Landlord shall not have any right to cure such
repeated default. In the event of the Tenant's election not to allow the cure of a repeated failure to
satisfy or comply, the Tenant shall have all of the rights and remedies provided in this Lease relative
to an Event of Default immediately upon the occurrence of such repeated failure to satisfy or comply.
19.7 Surrender of the Area
In the Event of Default or expiration of this Lease, Tenant shall peacefully surrender the Area
by the time specified broom clean and in good condition and repair together with all alterations,
fixtures, installation, additions and improvements which may have been made in or attached on or to
the Area. Upon surrender, Tenant shall promptly remove all its personal property, trade fixtures and
equipment and Tenant shall repair any damage to the Area caused thereby. Should Tenant fail to
repair any damage caused to the Area within ten (10) days after receipt of written notice from
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Landlord directing the required repairs, Landlord shall cause the Area to be repaired at the sole cost
and expense of Tenant. Tenant shall pay Landlord the full cost of such repairs within ten (10) days
of receipt of an invoice indicating the cost of such required repairs. Landlord may require Tenant to
restore the Area so that the Area shall be as it was on the Effective Date. In the event Tenant fails to
remove its personal property, equipment and fixtures from the Area within the time limit set by the
notice, said property shall be deemed abandoned and thereupon shall become the sole personal
property of the Landlord. The Landlord, at its sole discretion and without liability, may remove
and/or dispose of same as Landlord sees fit, all at Tenant's sole cost and expense.
ARTICLE XX HOLDING OVER
20.1 Holding Over
In the event Tenant remains in possession of the Area after the expiration of the Lease Term,
Tenant, at the option of Landlord, shall be deemed to be occupying the Area as a Tenant at
sufferance. In addition, Tenant agrees to pay any and all Additional Rent otherwise payable by
Lessee hereunder attributable to the period of such holdover. Such tenancy shall be subject to all the
other conditions, provisions and obligations of this Lease. Tenant's obligation to pay any rents or
sums provided in this Lease shall survive the expiration or earlier termination of this Lease.
ARTICLE XXI NON-DISCRIMINATION & EQUAL OPPORTUNITY
21.1 Nondiscrimination
In the performance of this Lease or any extension thereof, Tenant and/or its authorized agents
shall not discriminate in connection with its occupancy and use of the Area and improvements
thereon, or against any employee or applicant for employment because of sex, age, race, color,
religion, ancestry or national origin. Tenant and/or its authorized agents will take affirmative action
to insure that minority applicants are employed and that employees are fairly treated during
employment without regard to their sex, age, race, color, religion, ancestry, marital status, or national
origin. Such action shall include, but not be limited to, the following: employment, upgrading,
demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or
other forms of compensation.
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21.2 Equal Employment Opportunities.
The Tenant agrees that during the Lease Term; (a) it will 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 will take affirmative 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; (b) post in conspicuous places, available to employees and applicants for
employment, notices, the form of which is to be provided by the Landlord, setting forth provisions
for this nondiscrimination clause; (c) in all solicitations or advertisements for employees placed by or
on behalf of the Tenant shall state that all qualified applicants will receive consideration for
employment without regard to race, creed color or national origin; and
(d) if 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 Landlord, advising the union or representative of the Tenant's
commitment and posting copies of the notice in a conspicuous places available to employees and
applicants for employment.
ARTICLE XXII MISCELLANEOUS PROVISIONS
22.1 Ingress and Egress
The Tenant shall have the right of complete ingress/egress to the Property.
22.2 Landlord Approval
Whenever prior approvals must be given hereunder by the City Manager, or his/her
authorized designee, shall approve or disapprove any such item in its reasonable discretion unless a
different standard is expressly provided in this Lease with respect to such item.
22.3 Safety
Tenant will allow Landlord inspectors, agents or representatives the ability to monitor its
compliance with safety precautions as required by federal, state or local laws, rules, regulations and
ordinances. By performing these inspections the Landlord, its agents, or representatives are not
assuming any liability by virtue of these laws, rules, regulations and ordinances. Tenant shall have no
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recourse against the Landlord, its agents or representatives from the occurrence, nonoccurrence or
result of such inspection(s). Upon occupancy of the Area, Tenant shall contact the Landlord's Risk
Management Department to schedule the inspection(s).
22.4 Successors And Assigns
This Lease shall be binding upon the Parties hereto, their heirs, executors, legal
representatives, successors and assigns.
22.5 Termination Of Operations At Property
Upon the expiration or earlier termination of this Lease by lapse of time or otherwise, the
Tenant shall promptly and peacefully terminate its operations at the Property with the Landlord in
accordance with the covenants herein contained.
22.6 Amendments
No amendments or modifications to this Lease shall be binding on either party unless in
writing, approved as to form and correctness by the City Attorney, and signed by both parties. The
City Manager is authorized to amend or modify this Lease as needed.
22.7 Construction Of Lease
This Lease shall be construed and enforced according to the laws of the State of Florida and
venue for any litigation shall be in Miami -Dade County, Florida.
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22.8 Waiver Of Jury Trial
The parties hereby knowingly, irrevocably, voluntarily and intentionally waive any right
either may have to a trial by jury in respect of any action, proceeding or counterclaim based on this
Lease, or arising out of, under, or in connection with this Lease or any amendment or modification of
this Lease, or any other agreement executed by and between the parties in connection with this
Lease, or any course of conduct, course of dealing, statements (whether verbal or written) or actions
of any party hereto. This waiver of jury trial provision is a material inducement for the Landlord and
Tenant entering into the subject transaction.
22.9 Severability
Should any provisions, paragraphs, sentences, words or phrases contained in this Lease be
determined by a court of competent jurisdiction to be invalid, illegal or otherwise unlawful under the
laws of the State of Florida or the City, such provisions, paragraphs, sentences, words or phrases
shall be deemed modified to the extent necessary in order to conform with such laws, and the same
may be deemed severable by the Landlord, and in such event, the remaining terms and conditions of
this Lease shall remain unmodified and in full force and effect.
22.10 Waiver
No failure on the part of the Landlord to enforce or insist upon performance of any of the
terms of this Lease, nor any waiver of any right hereunder by the Landlord, unless in writing, shall be
construed as a waiver of any other term or as a waiver of any future right to enforce or insist upon the
performance of the same term.
22.11 Captions
The captions contained in this Lease are inserted only as a matter of convenience and for
reference and do not define, limit or prescribe the scope of this Lease or the intent of any provisions
thereof.
22.12 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 of
radon that exceed federal and state guidelines have been found in buildings in Florida.
30
Additional information regarding radon and radon testing may be obtained from your county public
health unit. Tenant may, have an appropriately licensed person test the Area for radon. If the radon
level exceeds acceptable EPA standards, the Landlord may choose to reduce the radon level to an
acceptable EPA level, failing which either party may cancel this Lease.
22.13 Cancellation by Request of Either of the Parties
Either party, be it the Tenant through its County Mayor or his/her authorized designee, or the
Landlord through its City Manager or his/her authorized designee, shall have the right to cancel this
Lease at any time, without cause or reason, by giving one hundred eighty (180) days written notice to
the non -canceling party prior to the effective date of the cancellation. Upon the effective date of such
cancellation, the Parties shall be relieved from any further obligations under this Lease except for
those specifically stated to survive the expiration or termination of this Lease.
22.14 Joint Preparation
This Lease is the result of negotiations between the Parties and has been typed/printed by one
party for the convenience of both Parties. Should the provisions of this Lease require judicial or
arbitral interpretation, it is agreed that the judicial or arbitral body interpreting or construing same
shall not apply the assumption that the terms hereof shall be more strictly construed against one party
by reason of the rule of construction that an instrument is to be construed more strictly against the
party which itself or through its agents prepared same, it being agreed that the agents of both Parties
have equally participated in the preparation of this Lease.
22.15 Counterparts
This Lease may be executed in two or more counterparts, each of which shall constitute an
original but all of which, when taken together, shall constitute one and the same agreement.
22.16 Ownership of Improvements
As of the Effective Date and throughout the Use Period, title to all buildings and
improvements thereon shall be vested in Landlord. Furthermore, title to all alterations made in or to
the Area, whether or not by or at the expense of Tenant, shall, unless otherwise provided by written
agreement, immediately upon their completion become the property of the Landlord and shall remain
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and be surrendered with the Area.
22.17. Conflict of Interests
Tenant is aware of the conflict of interest laws of the City of Miami (Miami City Code
Chapter 2, Article V), Dade County, Florida (Dade County Code, Section 2-11.1 et. seq.) and of the
State of Florida as set forth in the Florida Statutes, and agrees that it will fully comply in all respects
with the terms of said laws and any future amendments thereto. Tenant covenants that no person or
entity under its employ, presently exercising any functions or responsibilities in connection with this
Lease, has any personal financial interests, direct or indirect, with the Landlord. Tenant further
covenants that, in the performance of this Lease, no person or entity having such conflicting interest
shall be utilized in respect to services provided hereunder. Any such conflict of interest(s) on the
part of Tenant, its employees or associated persons, or entities must be disclosed in writing to the
Landlord.
22.18 Public Records
Tenant understands that the public shall have access, at all reasonable times, to Landlord
contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the
Landlord and the public to all documents subject to disclosure under applicable law.
22.19 Third Party Beneficiary
This Lease is solely for the benefit of the Parties hereto and no third party shall be entitled to
claim or enforce any rights hereunder.
22.20 No Partnership
Nothing contained herein shall make, or be construed to make any party a principal, agent,
partner or joint venturer of the other.
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22.21 Authority
Each of the parties hereto acknowledges it is duly authorized to enter into this Lease and that
the signatories below are duly authorized to execute this Lease in their respective behalf.
22.22 Binding Effect
This Lease shall not become effective until it has been approved by the City of Miami City
Commission and by the Miami -Dade County Board of County Commissioners and further providing
that if the Miami -Dade County Board of County Commissioner fails to approve the Lease within
ninety (90) days of the Lease being transmitted by the City, this Lease shall automatically lapse and
not be of further force and effect.
22.23 Governing Law
This Lease Agreement, including any exhibits, or amendments, if any, and all matters
relating thereto (whether in contract, statute, tort or otherwise) shall be governed by and construed in
accordance with the laws of the State of Florida. The parties will resolve any disputes between them
pursuant to the provisions of the Florida Government Disputes Resolution Act, § 164.101-164.1061,
F.S., as amended.
22.24 Entire Lease
This instrument and its attachments constitute the sole and only agreement of the parties
hereto and correctly set forth the rights, duties and obligations of each to the other as of its date. Any
prior agreements, promises, negotiations, or representations not expressly set forth in this Lease are
of no force or effect.
This Lease is the result of negotiations between the parties and has been typed/printed by one
party for the convenience of both parties, and the parties covenant that this Lease shall not be
construed in favor of or against either of the parties.
THIS SECTION LEFT BLANK INTENTIONALLY
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IN WITNESS WHEREOF, the parties hereto have executed this Lease of the day and
year first above written.
ATTEST: CITY OF MIAMI, a municipal corporation
of the State of Florida
Todd B. Hannon Emilio T. Gonzalez
City Manager
APPROVED AS TO INSURANCE APPROVED AS TO LEGAL FORM AND
REQUIREMENTS: CORRECTNESS:
Anne -Marie Sharpe, Director
Depart<iient of Risk Management
(OFFICIAL SEAL)
ATTEST:
HARVEY RUVIN, CLERK
Victoria Mendez
City Attorney
MIAMI DADE COUNTY, FLORIDA
BY ITS BOARD OF
COUNTY COMMISSIONERS
BY: By:
Deputy Clerk
Carlos A. Gimenez
Mayor
(Tenant)
34
th 1.(1 Floor
.F�
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