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Home My WebLink AboutExhibit BDocuSign Envelope ID: 5DOE12DB-AEE5-49B0-9985-44CE63842407 CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO: Arthur Noriega V DATE: June 25, 2023 City Manager �DocuSig bed by: FROM: Marie "Maggie" Gouin Director '-5F6E831796C5495... Office of Management & Budget BACKGROUND SUBJECT District 1 MFE Allocation of $1,500,000 to Goodwill Industries of South Florida The City of Miami ("City") created the Miami For Everyone ("MFE") Program to assist communities facing the long-term complications resulting from declared emergencies and to address the specific needs of the most vulnerable residents and businesses, through a strategy of focusing the provision of support towards priority areas of need that will further stabilize economic conditions within City Districts Goodwill Industries of South Florida, Inc. is a not -for -profit organization whose mission is to train, employ, and find job opportunities for people with disabilities and other barriers to work; helping the individuals increase productivity and achieve greater independence. Goodwill engages in a unique social enterprise model that funds mission services and employment for over 2,700 people. Although most known for its Goodwill donation centers and retail stores, the organization's other entrepreneurial businesses include Ryder Apparel Manufacturing, Custodial Services, Laundry Services, and Third Party Logistics Solutions, which train and employ a large number of people, while providing mission funding. (Sunbiz.org, attached as Exhibit "A"). The organization proposes to redevelop the bottom floor of the Allapattah Parking Garage located at 2090 NW 21 st Terrace, a Goodwill owned property currently being operated (under lease) by the Miami Parking Authority ("MPA"). This redevelopment consists of upgrading an unimproved storage space into a manufacturing space. The conversion will allow the agency to employ some of the community's most challenged individuals, with disabilities, barriers to work, and economic disadvantages. The manufacturing space will create jobs for an estimated 50 to 100 individuals and create contracting opportunities with the US Army, in both 3rd party logistics and apparel manufacturing. The organization has submitted a completed MFE Application to the Office of Management and Budget along with statement of need, proposed budget, scope of services, and a copy of the current Business Lease with the MPA (attached as Exhibit "B"). Goodwill Industries of South Florida has requested MFE funds in the amount of One Million Five -Hundred Thousand Dollars ($1,500,000). The funds will be used for construction costs of the above -described space, including flooring, finishings, plumbing, electrical, mechanical, bathrooms, and utilities. RECOMMENDATION The City's District 1 Commissioner ("Commissioner") has reviewed the MFE Application attached and wishes to provide grant funds from the Commissioner's share of MFE funding in an amount not to exceed One Million Five -Hundred Thousand Dollars on a reimbursement basis to Goodwill Industries of South Florida, Inc. In light of the above stated, approval of a waiver of the formal requirements of competitive sealed bidding methods as not being practicable or advantageous to the City as set forth in the City Code of Ordinances, as amended, specifically Section 18-85 (A), and the affirmation of these written findings and the forwarding of the same to the City Commission for ratification by a fourth -fifths vote is respectfully requested. APPROVED/ DISAPPROVED DocuSigned by: ttvguAr Navi4a. 850CF6C372DD42A... Hrtnur Noriega v City Manager Detail by Entity Name https://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail... DocuSign Envelope ID: 5DOE12DB-AEE5-49B0-9985-44CE63842407 DIVISION OF CORPORATIONS I brg D Y f ri_i`I of r rLr% ` 1*1 cr„ r,o, ;'1± rWf a/FTr+rtda kVAILltlu Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Florida Not For Profit Corporation GOODWILL INDUSTRIES OF SOUTH FLORIDA, INC. Filing Information Document Number FEI/EIN Number Date Filed Effective Date State Status Last Event Event Date Filed Event Effective Date Principal Address 2121 NW 21 STREET MIAMI, FL 33142 Changed: 03/25/2015 Mailing Address 2121 NW 21 STREET MIAMI, FL 33142 700631 59-0866126 03/15/1960 12/16/1958 FL ACTIVE AMENDED AND RESTATED ARTICLES 08/31/2020 NONE Changed: 03/25/2015 Registered Agent Name & Address LANDSBERG, DAVID 2121 NW 21 STREET MIAMI, FL 33142 Name Changed: 09/15/2016 Address Changed: 03/25/2015 Officer/Director Detail Name & Address Title DIRECTOR - CHAIR SHRUT, BARBARA L 2121 NW 21 STREET 1 of 3 6/27/2023, 5:07 PM Detail by Entity Name https://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail... DocuSign Envelope ID: 5DOE12DB-AEE5-49B0-9985-44CE63842407 MIAMI, FL 33131 Title DIRECTOR - VICE CHAIR GREINER, JULIE 2121 NW 21 STREET MIAMI, FL 33142 Title PRESIDENT AND CEO LANDSBERG, DAVID 2121 NW 21 STREET MIAMI, FL 33142 Title CHIEF FINANCIAL OFFICER ANAZCO, BEATRIZ 2121 NW 21 STREET MIAMI, FL 33142 Title DIRECTOR - TREASURER SHIPLEY, ALLISON 2121 NW 21 STREET MIAMI, FL 33142 Title DIRECTOR - SECRETARY BURNSTINE, MICHAEL 2121 NW 21 STREET MIAMI, FL 33142 Title CHIEF OPERATING OFFICER HERNANDEZ, CARLOS MAURICIO 2121 NW 21 STREET MIAMI, FL 33142 Annual Reports Report Year Filed Date 2021 01/29/2021 2022 01/21/2022 2023 01/31/2023 Document Images 01/31/2023 --ANNUAL REPORT 01/21/2022 --ANNUAL REPORT 01/29/2021 --ANNUAL REPORT 08/31/2020 --Amended and Restated Articles 06/08/2020 --AMENDED ANNUAL REPORT View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format 2 of 3 6/27/2023, 5:07 PM Detail by Entity Name https://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail... DocuSign Envelope ID: 5DOE12DB-AEE5-49B0-9985-44CE63842407 01/15/2020 --ANNUAL REPORT 02/06/2019 -- ANNUAL REPORT 01/29/2018 --ANNUAL REPORT 12/06/2017 --AMENDED ANNUAL REPORT 04/11/2017 -- AMENDED ANNUAL REPORT 01/05/2017 --ANNUAL REPORT 09/15/2016 --Amended and Restated Articles 01/04/2016 --ANNUAL REPORT 03/25/2015 --AMENDED ANNUAL REPORT 01/05/2015 --ANNUAL REPORT 05/05/2014 --AMENDED ANNUAL REPORT 01/07/2014 --ANNUAL REPORT 11/07/2013 -- AMENDED ANNUAL REPORT 01/14/2013 --ANNUAL REPORT 03/23/2012 -- Amended and Restated Articles 01/03/2012 --ANNUAL REPORT 01/05/2011 —ANNUAL REPORT 01/06/2010 --ANNUAL REPORT 02/17/2009 --ANNUAL REPORT 01/18/2008 --ANNUAL REPORT 05/01/2007 --ANNUAL REPORT 05/01/2006 --ANNUAL REPORT 06/14/2005 -- Merger 06/02/2005 -- Amendment 01/25/2005 --ANNUAL REPORT 01/12/2004 --ANNUAL REPORT 01/29/2003 --ANNUAL REPORT 02/14/2002 --ANNUAL REPORT 04/09/2001 --ANNUAL REPORT 01/20/2000 --ANNUAL REPORT 03/05/1999 -- ANNUAL REPORT 08/26/1998 --ANNUAL REPORT 04/21/1997 --ANNUAL REPORT 04/27/1996 --ANNUAL REPORT 04/24/1995 --ANNUAL REPORT View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Florida Department of State, Division of Corporations 3 of 3 6/27/2023, 5:07 PM DocuSign Envelope ID: 5DOE12DB-AEE5-49B0-9985-44CE63842407 ADS ale City of Miami Miami For Everyone Program Funding Request Form CONTACT INFORMATION: Contact Person: Mauricio Hernandez Title: Chief Operating Officer Phone number: (305) 325-9114 Email Address: inhernandex@goodwifliniami.org Name of Person completing this form: Mauricio Hernandez Legal Name of Organization: Goodwill Industries of South Florida 2121 NW 21 St. Miami, FL 33142 Executive Director of Organization: David Landsberg Executive Director email: dlandsberggoodwillmiami.org Executive Director Contact Phone Number: (305) 326-4110 The organlzatl n is a registered and active State of Florida Corporation (select one): ❑ For -profit organization Not -for profit organization {501(3)(c)} Local governmental unit State governmental unit Educational and academic institution City of Miami department, office of elected official, agency or board Return this form to: gbrito@miarnigov.com (March 28, 2023) Page 1 of 6 DocuSign Envelope ID: 5DOE12DB-AEE5-49B0-9985-44CE63842407 "—Ds it City of Miami Miami For Everyone Program Funding Request Form ORGANIZATION AND PROGRAM/PROJECT INFORMATION Organization History and Background Information: Goodwill South Florida, serving Miami, froward and Monroe counties, is the 17th largest employer in South Florida. The nonprofit's mission is the training, employment and job placement of people with disabilities and other barriers to work; helping individuals increase productivity and achieve greater independence, The agency provides disability services to over 5,400 South Floridians. Goodwill engages in a uni ue social enterprise model that funds mission services and employment for over 2,700 persons. Although most known tor its (.Goodwill donation centers and retail stores, the organization's other entrepreneurial businesses include Ryder Apparel Manufacturing. Custodial Services, Laundry Services and Third Party Logistics Solutions, which train and employ a large number of.penple. white providing mission fiinriing Gnoriivill.South..Flncitfb is aneafthemnctcno-effective non -profits in the U.S with 96 percent of its budget going directly to programs that are aimed at people vest -d sabilities-a —ether iers to work - Is your program/project providing direct services to residents of the City of Miami? Yes I2 D Number of residents your entity will serve: 50 - 100 Frequency of Service: Daily Age Group Served: 18+ is your program/project related to a declared emergency in the City of Miami? Yes❑No® Name of Declared Emergency: Covid-19 Date of Official Declaration: March 2Q20� Is your program/project impacting one of Miami's afflicted communities? Yes I jj No[j Geographic Area Served (specific to this project/ program) District Served (1, 2, 3, 4, 5, Citywide) District 1 Neighborhood/Community being served: Allapattah Program/Project Priority area (Select one): El Affordable Housing Educational Programs for children, youth, and adults Elderly meals, direct financial assistance, transportation, recreational and health/wellness related activities riDirect financial assistance, food assistance (gift card programs, voucher programs) At -risk youth or youth summer job programs Return this form to: gbrito@miamJov.corn (March 28, 2023) Page 2 of 6 DocuSign Envelope ID: 5DOE12DB-AEE5-49B0-9985-44CE63842407 ADS ale City of Miami Miami For Everyone Program Funding Request Form • Tinsportation services and programs Job development, retention and training programs nHomeless Services Food Distribution programs Climate Resiliency Improvements i1 n sential supplies, during a State of Emergency, natural disaster, or economic crisis Allowable Infrastructure Improvement per program purpose and guidelines Return this form to: gbrito@miamigov.coin (March 28, 2023) Page 3 of 6 DocuSign Envelope ID: 5DOE12DB-AEE5-49B0-9985-44CE63842407 ADS at City of Miami Miami For Everyone Program Funding Request Form Program/Project Title: Goodwill South Florida Building Renovation and Upgrade Project/Program Description: The renovation and upgrade of this facility will allow us to fully utilize the space. We will renovate the infrastructure to include flooring, plumbing, mechanical, bathrooms and other utilities that will broaden the current use of much needed space. This project will continue to revitalize and provide economic impact to the community. Program Start Date: Upon Receipt of Funds Program End Date: 2025 Please describe how this program/project and funding will assist the community overcome the adverse effects of the declared emergency: Due to the pandemic's fi n:mcial impact, Goodwill could not allocate the funds that were necessary to restore and renovate the parking garage at the time. As we continue to lelluild a,id adjList to out new iioimiial, tllest 1k I ds woxr1d alluwus to xeiilfolLe an continue toprovide both our work force and the city the parking it desperately needs. IMPACT AND PERFORMANCE: Describe overall expected outcomes and performance measures for this project/program: This program will allow us to employ another 50-100 individuals and to contract with the US Al iuy x e-gartliiig Thiel pal ty iugistik.s axe} appan:f IIMIIITIdCtUring, alio auiIig us to enipluy our community's most challenged individuals with disabilities and barriers to work and providing_ funding to continue to provide funding to run our Mission Services programs. Please attach midilional pages to the back of this packet, if the space above is not sufficient Return this form to: gbrito r iarnigov.; om (March 28, 2023) Page4of6 DocuSign Envelope ID: 5DOE12DB-AEE5-49B0-9985-44CE63842407 CDs a� City of Miami Miami For Everyone Program Funding Request Form FUNDING REQUEST INFORMATION: Amount Requested: $ 1.5 Million Explain how the City of Miami's Miami For Everyone funding will be utilized: The buildout of the bottom floor of the Allapattah parking garage located at 2090 NW 21st Terrace, in Miami, FL 33142 will accelerate Goodwill's ability to grow by allowing the agency to ei11pluy bulact)f Uli1 LuhflululliLy' must Llsallel1ged mdFviduals witli ti!SabuliLiLb, wu1 and economic disadvantages. The conversion of this unimproved storage space into manufacturing space, will allow employing another 50-100 individuals and contracting tippurLulliiies with Tllc U3 Atilny, lirlfGlli aid pal Ly ogistic,s allppiuel Ma11tifac't01111B, Tlns will impact those we serve and those that live in our community. Itemize MFE funding related to expenditures below: Personnel Salaries & Wages: Personnel Benefits $ Space Rental: $ Utilities (Electricity, Phone, Internet): $ Supplies: $ Equipment $ Marketing: $ Transportation (Participants): $ Meals (Participants): $ Professional Services (List each): $ Construction (attach schedule of costs): $ $1.5 Million Other (please describe): Other (please describe): Other (please describe): Return this form to: gbrito@miamircov.com miamircov.com (March 28, 2023) Page 5 of 6 DocuSign Envelope ID: 5DOE12DB-AEE5-49B0-9985-44CE63842407 ADS City of Miami Miami For Everyone Program Funding Request Form To be completed by the Entity/Recipient By signing below you agree to the guidelines and stipulate that the information provided on thls form is accurate and complete, Completed by Print Sign): Date: "�21 ) 3 Additional Comments: David La/N4Ae To be completed by District Commissioner/Mayor's Office Recommended for funding: Yes ❑Non $1,500,000 Funding Recommendation: _ Commission Meeting Date: _ Additional Comments: c—DocuSigned by: Completed by (Print & Sign): — atiotA Wirt June 14, 2023 I 09:0A. 81E4227F68A942C... Date: To be completed by the Department Albert Robert DocuSigned by: Received by (Print & Sign): June 14, 2023 Date: Additional Comments: 3ti 591c5T Marie Gouin Return this form to: p,brito (s71`rtiarnigpv.coni (March 28, 2023) Page 6 of 6 DocuSign Envelope ID: 5DOE12DB-AEE5-49B0-9985-44CE63842407 CfC: ALL CONSTRUCTION Let's build something better AXHIBIT-B SCHEDULE OF WORK Proposal is for new lay out to include Retail Store and Outlet WORK ACTIVITY DESCRIPTION SCHEDULE OF VALUES % SUBTOTAL $978,648.35 DIV NO 1 -Mobilization/upon signing -New drawings will cost round DIV NO 2 -Plumbing upon arrival materials are on site -Electrical upon arrival of light fixtures and panels. -Mechanical upon arrival All ducts for AC system on site DIV NO 3 - Demolition - Repair of cracks -Cutting for new door opening -Tie beam and column for overhead door -Rolling door installation -Trenching for new plumbing and saw cutting -Plumbing underground -Framing installation - Electrical rough installation. - Condenser units brackets and refrigeration lines installation of the AC system All Construction & Plumbing Inc EXHIBIT B CGC1526505 / CUC1225613 / CFC1431767 / CMC1251109 / CCC1334301 5 $100,000.00 $20,000.00 25 $440,735.00 35 $446,600.00 DocuSign Envelope ID: 5DOE12DB-AEE5-49B0-9985-44CE63842407 WORK ACTIVITY DESCRIPTION SCHEDULE OF VALUES % SUBTOTAL $1,645,000.00 DIV NO 4 - Fire alarm system rough installation. -All ventilation ducts (metal duct with insulation) special orders -Installation of ERV -Storefront modification -Drywall partitions and batt insulation (sound proofing) - Interior doors -Fire sprinkle -Fire extinguisher and cabinets - Louvers -Labor for installation of interior bathrooms wall porcelain tiles (the owner will supply the tiles) -Baseboard -Corner guard -Ceiling - Rough plumbing - Acoustical ceiling -Signage DIV NO 5 - Interior painting - Painted concrete - Aisle yellow stripe 25 $390,735.00 10 $246,930.00 GRAND TOTAL $1,645,000.00 All Construction & Plumbing Inc EXHIBIT B CGC1526505 / CUC1225613 / CFC1431767 / CMC1251109 / CCC1334301 DocuSign Envelope ID: 5DOE12DB-AEE5-49B0-9985-44CE63842407 BUSINESS LEASE This LEASE is made by and between: GOODWILL INDUSTRIES OF SOUTH FLORIDA, INC., a Florida not -for -profit corporation (hereinafter referred to as Landlord) and MIAMI PARKING AUTHORITY alk/a Department of Off -Street Parking, an agency and instrumentality of the City of Miami, a municipal corporation of the State of Florida ("City"), by its Off -Street Parking Board (hereinafter referred to as Tenant). WITNESSETH: In consideration of the mutual covenants hereinafter contained, it is hereby mutually agreed by and between the parties as follows: 1. DESCRIPTION, TERM AND RENT: Subject to the occurrence of the condition precedent and condition subsequent set forth in Section 4 herein, Landlord hereby leases unto Tenant approximately 60,420 square feet of real property located between N.W. 21st Street and 21s1 Terrace, east of N.W. 21st Avenue, situated in the City of Miami, County of Miami -Dade, State of Florida (the "Premises"), as more particularly described on the attached Exhibit A, which is attached hereto and made a part hereof, for the term of twenty (20) years, unless sooner terminated as provided below. The Premises includes the land, the buildings to be built thereon, and the air rights above it. The Lease term ("Term") will commence (the "Commencement Date") on the first day of the month following the issuance of a building permit by the City Building Official for the parking garage (the "Parking Garage") to be built on the Premises, and will end on the date which is twenty (20) years after the Commencement Date, for the total rental of Twenty Dollars ($20.00), lawful money of the U.S., which Tenant covenants to pay to Landlord or its duly authorized agent, payable in equal yearly installments of one dollar per year ($1.00) on the Commencement Date and on each anniversary date of the Commencement Date throughout the lease term, at its office located at 2121 N.W. 21 Street, Miami, FL 33142-7382, or at such other place as may be designated in writing by Landlord to Tenant, on the first day of each Lease year during said term. 2. PARKING FACILITIES: Prior to completion of construction of the Parking Garage, Tenant may park not more than 15 vehicles on the Premises. Following the issuance of a final certificate of occupancy by the City Building Official for the Parking Garage, Landlord shall have the right to the exclusive use of one hundred fifty (150) parking spaces for parking by Landlord, its employees, invitees, licensees and guests throughout the Term of the 1734661106401 # 659881 v 4 10/6/04 12:04 PM 1 DocuSign Envelope ID: 5DOE12DB-AEE5-49B0-9985-44CE63842407 Lease. There shall be no rental charge for the use of these one hundred fifty (150) parking spaces. The location of such spaces in the Parking Garage shall be solely determined by the Tenant, and their location within the Parking Garage may be changed by the Tenant, at its discretion, from time to time. All such spaces shall be appropriately marked or otherwise set apart for Landlord's use. 3. USE OF PREMISES: Except as provided in Section 39 below, Tenant may use and occupy the Premises only for operation of a municipal parking garage and for incidental storage and office uses related to such garage operation. Tenant covenants that Tenant will not, without the written consent of Landlord, said consent not to be unreasonably withheld (or as otherwise specifically permitted by this Lease), permit the Premises to be occupied by any person, firm, or corporation other than Tenant and its employees. Any such occupant must be an experienced commercial parking operator or manager managing the Parking Garage pursuant to a written agreement that has been approved by Landlord, such approval not to be unreasonably withheld. Tenant further covenants that no nuisance or hazardous trade or occupation shall be permitted or carried on in or upon said premises, no act or thing shall be permitted and no thing shall be kept in or about said Premises which will increase the risk of hazard of fire, and no waste shall be permitted or committed upon or any damage done to said Premises, and Tenant shall not use or occupy or permit the Premises to be used or occupied in any manner which will violate any laws or regulations of any governmental authority. The Parking Garage on the Premises will be operated, managed and administered by the Tenant during the term of this Lease in substantially the same manner as all other off-street parking facilities belonging to the City of Miami Department of Off -Street Parking. The Tenant will be fully empowered to charge the parking rates and fees (excluding only the one hundred fifty (150) spaces provided for the use of the Landlord), and such other surcharges, impositions or assessments as are charged, in general, at other City of Miami Off -Street Parking Facilities. The hours of operation, signage, striping, ramping, and all other matters relating to the Parking Garage will be determined by, and under the authority of, the Tenant. 4. CONDITION PRECEDENT; CONDITION SUBSEQUENT: 4.1. It is a condition precedent to the effectiveness of this Lease that it be approved by a majority vote of the respective Boards of the Landlord and Tenant with the execution and performance of this Lease to have been duly authorized by each of such Boards prior to its execution. 4.2. It is a condition subsequent to this Lease that, within twelve (12) months of the execution of this Lease the Tenant shall have secured a building permit to commence work on the Parking Garage. In the event that the Tenant has not 173466\106401 # 659881 v 4 10/6/04 12:04 PM 2 DocuSign Envelope ID: 5DOE12DB-AEE5-49B0-9985-44CE63842407 secured a building permit for the proposed Parking Garage within twelve (12) months of execution of this Lease the parties shall on that date be automatically discharged from any further rights or obligations under this Lease, which will be terminated at such time due to the non-occurrence of this condition subsequent, without the necessity of further action. A discharge from the Lease under this section shall be without further liability to or recourse by either party except for any obligations, which have accrued which, by their nature, or by the terms of this Lease, would survive such termination. 4.3. Upon satisfaction of the condition precedent and the condition subsequent set forth above, Landlord and Tenant will record a memorandum of this Lease, setting forth the Commencement Date and the expiration date of the Term. 4.4. If the conditions set forth in Sections 4.1 and 4.2 above are not satisfied, Tenant shall return the Premises to Landlord in the same condition as on the date of execution of this Lease, ordinary wear and tear excepted. Tenant shall repair and replace any test borings or excavation that it may have undertaken on the Premises. 5. CONSTRUCTION OF PARKING GARAGE; ALTERATIONS AND IMPROVEMENTS: 5.1. The Tenant shall design, engineer and build a three (3) story municipal parking garage on the Premises, which it will substantially complete within twenty-four (24) months of the execution of this Lease. Landlord's architect shall be included in consultations with Tenant and its architect and engineer in order to provide advice and input on behalf of Landlord, as a principal property owner and employer in the Allapattah neighborhood, with respect to design features of the Parking Garage that will be attractive, functional and consistent with other development in the neighborhood. Tenant shall give due consideration to Landlord's comments and recommendations. Tenant will effectuate such construction through a contractor it shall select following approved competitive procurement procedures. The design and construction of this Parking Garage shall be performed at the expense of the Tenant, in accordance with i) plans filed by Tenant with the City Building Official and ii) all applicable laws, codes and regulations. Tenant shall cause its contractor to work with reasonable diligence to complete the Parking Garage in the time set forth in this paragraph, subject to matters set forth in Section 5.5 below. 5.2. The Parking Garage to be built on the Premises shall accommodate not less than three hundred fifty (350) parking spaces for vehicles. As provided in Article 2, Tenant shall make available to the Landlord, at no rental charge, one hundred and fifty spaces (150) for vehicles used by the Landlord, its employees or guests at such locations within the Parking Garage as designated by Tenant. 173466\106401 # 659881 v 4 10/6/04 12:04 PM 3 DocuSign Envelope ID: 5DOE12DB-AEE5-49B0-9985-44CE63842407 5.3. Unless otherwise expressly prohibited by the terms of this Lease, Tenant may, at its own expense, make such non-structural changes, alterations, additions and improvements to the Premises as it may deem necessary or expedient in its operation. If it is necessary, Tenant may make structural alterations or additions with Landlord's written consent, and such consent will not be unreasonably withheld or delayed. All such additions that are removable from the Premises without damaging the Premises shall, at the sole option of Tenant, be considered personalty and remain the exclusive property of Tenant. Tenant may remove all such personal property from the Premises upon the termination of this Lease; provided, however, that the Premises be restored to its original condition, normal wear and tear excepted. 5.4. Improvements and alterations which are embedded in the Parking Garage or which are otherwise affixed to the Premises and considered fixtures under Florida law will be deemed property of the Landlord and will be left on the Premises in "as is" condition for use and benefit of the Landlord upon the expiration of the Term. 5.5. Tenant anticipates that construction of the Parking Garage will take approximately twelve (12) months after issuance of all necessary building permits, satisfactory completion of any site work and/or environmental assessment, and any other required governmental approvals needed to commence construction, subject to delays beyond the reasonable control of Tenant, including, without limitation, delays caused by weather, casualty, labor strikes or slowdowns, governmental intervention and design changes, excluding, however, unreasonable intervention by the Tenant not based on legitimate concerns within the scope of the jurisdiction of the Tenant or the City of Miami. 5.6. Tenant will not allow any contractor to commence work on the construction of the Parking Garage until such contractor has provided Tenant with evidence of insurance coverage consistent with customary Tenant requirements, including a payment and performance bond in the form prescribed by Tenant, complying with Section 255.05, Florida Statutes, in at least the amount of one hundred percent (100%) of the construction cost of the work. 6_ HOLD OVER BY TENANT: Tenant may hold over and remain in possession of the Premises after the expiration of this lease only with the approval of the Landlord and shall, in no event, be deemed or construed to be a renewal or extension of this lease but shall only operate to create a month -to -month tenancy upon the same terms and conditions as are set forth in this Lease, which may be terminated by either party at the end of any month upon thirty (30) days' prior written notice by certified U.S. mail to the other. Double rent shall not be 17346611064014 659881 v 4 10/6/04 12:04 PM 4 DocuSign Envelope ID: 5DOE12DB-AEE5-49B0-9985-44CE63842407 charged under this Lease. Landlord shall continue to have the use of 150 parking spaces in the Parking Garage without charge during any holdover period. 7 ASSIGNMENT AND SUBLETTING: Tenant may assign this Lease for the remainder of the Term only to a successor agency or division of the City of Miami. Landlord herein grants its consent for such assignment without the necessity of further action. Landlord may require any assignee to sign an assumption agreement wherein the assignee will assume the terms of this Lease. Should Tenant assign this Lease to such a successor agency or division, upon the assumption of this Lease by such successor, Tenant shall be relieved from all liability under the Lease as to all matters accruing after the date of such assumption. Except as provided in Section 39 below, Tenant may not sublet the entire Premises, but may (i) engage a professional manager or operator, as provided in Section 3 above and/or (ii) lease multiple parking spaces (but not the entire Parking Garage capacity) to commercial entities, agencies or other multi -space users on a month -to -month or long term basis, so long as the spaces required to be reserved for Landlord remain available. 8. SURRENDER UPON TERMINATION: Tenant agrees that upon expiration of the Term, or upon the termination of the Lease for any cause, it will peaceably surrender and deliver the Premises to Landlord, its agents or assigns. Tenant further agrees that it will leave the Premises in the condition existing at the commencement of this Lease, with the Parking Garage intact and in good condition, subject to reasonable wear and tear during the term of the Lease. All building equipment other than revenue control equipment shall belong to Landlord at the end of the Term of the Lease. 9. REMEDIES ON DEFAULT: In the event Tenant is in default of its obligations hereunder, Landlord shall give Tenant notice thereof by certified U.S. Mail, and if Tenant shall fail to remedy such default within sixty (60) days after receipt of such notice, Landlord shall have the right to institute proceedings in Miami -Dade County, Florida to enforce Tenant's obligations or for the recovery of possession of the Premises. If the default could imminently endanger persons' lives, the property of Landlord or others, or the structural integrity of the Parking Garage, Tenant shall immediately secure the Premises against further damage or danger and thereafter commence to remedy such default. After notice to, and failure to cure by Tenant, Landlord may cure any default that it is capable of curing, and Tenant shall be liable for the actual cost of such cure, including any interest actually incurred by Landlord in connection with such cure, at the rate actually charged to Landlord, from the date of any advance until fully repaid by Tenant. Each party shall bear its own respective attorneys' fees in any action to enforce the terms of this Lease. 173466\10640\ # 659881 v 4 10/6/04 12:04 PM 5 DocuSign Envelope ID: 5DOE12DB-AEE5-49B0-9985-44CE63842407 10. CHANGE IN OWNERSHIP: Should Landlord sell the Premises, it shall immediately, together with the new owners, notify Tenant in writing, to whom and where future rentals shall be paid and who is entitled to use the 150 parking spaces, if the right has been transferred by Landlord. Should either Landlord or the new owners fail to notify Tenant, Tenant shall withhold payment of rentals until such notice is received from both Landlord and new owner. The withholding of such rental shall not be construed as a default under the Lease. Any sale of the Premises shall be subject to the terms of this Lease and will recognize Tenant's leasehold interest. 11. INSPECTION: Landlord or its duly authorized agent may enter the Premises upon reasonable notice to Tenant to examine the Premises to verify Tenant's compliance with its obligations under this Lease. 12. FIRE OR OTHER CASUALTY: If the Parking Garage, the remainder of the Premises, or any part thereof shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord. Unless reconstruction or replacement of the improvements to the Premises shall be illegal or unfeasible due to governmental restrictions on such reconstruction or replacement, Tenant shall commence and proceed with reasonable diligence to restore the Parking Garage and any other damaged portion of the Premises as they existed prior to such casualty; except that Tenant's obligation to restore shall not require Tenant to spend for such work an amount in excess of the insurance proceeds actually received by Tenant as a result of the casualty plus any deductibles. Tenant shall also complete the restoration of all Tenant improvements that are necessary to permit Tenant's reoccupancy of the Parking Garage and the Premises to the same condition as they existed prior to the casualty, but only to the extent of the insurance proceeds actually received by Tenant as a result of the casualty plus any deductibles. Tenant shall also be responsible for the restoration of Tenant's furniture, equipment, and fixtures and of all equipment and fixtures necessary for the operation of the Parking Garage. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such casualty damage or the repair thereof; except that, subject to the provisions of the next sentence, Tenant's rent shall be abated during the time and to the extent the Premises are unfit for Tenant's use, and continuing until the Premises are fully restored with 350 parking spaces and ingress and egress in the same or comparable locations as prior to such casualty. If any part of the Premises is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any of Tenant's agents, contractors, or employees, the rent hereunder shall not be diminished during the repair of such damage, and Tenant shall be liable to Landlord for 173466110640\ 4 659881 v 4 10/6/04 12:04 PM 6 DocuSign Envelope ID: 5DOE12DB-AEE5-49B0-9985-44CE63842407 the cost of the repair and restoration of any part of the Premises caused thereby to the extent such cost and expense is not covered by insurance proceeds. Notwithstanding anything to the contrary contained in this section, Tenant shall have no obligation whatsoever to repair, reconstruct, or restore the Premises when the damage resulting from any casualty contained under this section occurs during the last twelve (12) months of the Lease Term. 13. DEBT SERVICE. Tenant covenants to maintain in good standing and free of default all financing obligations incurred by Tenant in connection with the construction and development of the Parking Garage. 14. MAINTENANCE OF THE PARKING GARAGE AND THE PREMISES: Tenant shall be responsible for all maintenance and replacement responsibilities with respect to the Premises and the Parking Garage, including without limitation structural repairs to the Parking Garage exterior, load -bearing walls and columns, floors and the roof of the Parking Garage, all repair and maintenance (and replacement, as warranted) of any sprinkler or fire safety system of the Parking Garage and electrical, plumbing and mechanical lines or systems which serve the Parking Garage, so as to keep such structures and systems in compliance with all applicable laws. All such repair, maintenance and replacements shall be undertaken in a good and workmanlike manner, consistent with the standards of repair and maintenance for similar parking garages in Miami -Dade County, Florida. Tenant shall maintain the Parking Garage common areas (including, without limitation, all furniture, fixtures, equipment and decorations and mechanical, electrical and plumbing lines or systems serving the Premises), in good repair and in a clean, attractive, first-class condition, consistent with the standards of repair and maintenance for similar parking garages in Miami -Dade County, Florida. Tenant's responsibilities include, but are not limited to, periodic painting and repainting of all painted surfaces and restriping of all parking spaces, driving lanes, ramps and entrance and exit areas, periodic pressure washing of the driving surfaces and parking spaces in the Garage, removal of graffiti, repair and replacement of damaged or broken guardrails, bumpers, bollards and other similar garage equipment or fixtures, repair of signage, patching of gouges or scrapes in walls and replacement of lighting fixtures, bulbs and ballasts. Tenant covenants and agrees with Landlord, at Tenant's own cost and expense, to repair or replace any damage done to the Premises, or any part thereof, caused by Tenant or Tenant's agents, contractors or employees or by invitees, customers or visitors, and such repairs shall restore the Premises to as good a condition as it was in prior to such damage, and shall be effected in compliance with all applicable laws; provided, however, if Tenant fails to make such repairs or replacements promptly or commence to make them and diligently pursue their completion, Landlord may, at its option, and after thirty (30) days notice to Tenant, make such repairs or replacements, and Tenant shall pay the actual cost thereof to Landlord on demand as additional rent, \734661106401 # 659881 v 4 10/6/04 12:04 PM 7 DocuSign Envelope ID: 5DOE12DB-AEE5-49B0-9985-44CE63842407 together with any interest actually incurred by Landlord in connection with such repair or replacement, at the rate actually charged, from the date of Landlord's making any payment or advance until fully repaid by Tenant. Tenant shall have the right to pursue reimbursement for the cost of any repair necessitated by the negligence or deliberate act of any visitors, customers or invitees using the Premises from such person or his/her/its insurer, but Tenant shall be liable in the first instance for making such repairs. Tenant shall also be responsible for exterior maintenance, including without limitation, routine gardening, cutting, mulching, pruning and similar maintenance of all foliage, routine and non -routine maintenance of common exterior areas and swale areas within or outside the property line. 15. WAIVER: Failure of either party to insist upon strict performance of any covenant or condition of this Lease, or to exercise any right or option herein contained, shall not be construed as a waiver or relinquishment for the future of any such covenant, condition or right of election; but the same shall remain in full force and effect. None of the conditions, covenants and provisions of this Lease shall be waived or modified except by the parties hereto in writing. 16. EXTENSIONS OR RENEWALS: The term of this Lease may be extended or renewed only by mutual written agreement of the parties employing the same formalities as in the execution of this Lease. 17. CONSTRUCTION LIENS: Tenant will use its best efforts to avoid any construction liens or other liens being placed upon the Premises or the Parking Garage in connection with the initial construction and equipping of the Premises or any other work performed by Tenant or on behalf of Tenant, and nothing in this Lease shall be deemed or construed in any way as constituting the consent or request of Landlord, express or implied, by inference or otherwise, to any person for the performance of any labor or the furnishing of any materials to the Premises or any part thereof, nor as giving Tenant any right, power, or authority to contract for or permit the rendering of any services or the furnishing of any materials that would give rise to any construction or other liens against the Premises or the Parking Garage. In the event any such hen is attached to the Premises or the Parking Garage which is not released or bonded by Tenant within 20 days of its attachment, then, in addition to any other right or remedy of Landlord, Landlord may, but shall not be obligated to, cause the same to be discharged (including the advancement of monies for such purpose). Tenant shall pay any monies advanced or costs actually incurred by Landlord for any of the aforesaid purposes to Landlord on demand as additional rent, together with interest actually paid by Landlord in connection with such 17346611064014 659881 v 4 10/6/04 12:04 PM 8 DocuSign Envelope ID: 5DOE12DB-AEE5-49B0-9985-44CE63842407 payment, at the rate actually charged, from the date of Landlord's incurring any payment or advance until fully repaid by Tenant. 18. INSURANCE; INDEMNITY: 18.1. Property Insurance. Tenant shall maintain at its sole expense special form (all risk) property insurance, including windstorm coverage, on the Parking Garage and the remainder of the Premises in an amount not less than the full replacement value thereof, less only customary and reasonable deductibles, for which Tenant shall be responsible. Such insurance shall name Landlord as loss payee on property fosses and payments for losses thereunder shall be applied solely to the repair, replacement or reconstruction of improvements to the Premises. Tenant shall also maintain at its expense, in an amount equal to full replacement cost, special form (all risk) property insurance, including windstorm coverage, on all of its personal property, including removable trade fixtures, located in the Premises and on any equipment required for the operation of the Premises, including entry and exit gates, card readers, cash registers and computer systems. Tenant shall also carry vandalism and malicious mischief coverage and business interruption insurance respecting Tenant's operations at the Premises. Tenant shall provide Landlord with current certificates of insurance evidencing Tenant's compliance with this Section 18.1 and Section 18.2 of this Lease. Tenant shall obtain the agreement of Tenant's insurers to notify Landlord that a policy is due to expire or be cancelled at least thirty (30) days prior to such expiration or cancellation. 18.2. Liability Insurance. Tenant agrees, at its own expense, to maintain (i) a policy or policies of commercial general liability insurance with respect to its activities in the Premises, with the premiums thereon fully paid on or before the due date, issued by and binding upon an insurance company approved by Landlord (which approval shall not be unreasonably withheld), such insurance to afford minimum protection of not less than $3,000,000.00 combined single limit per occurrence coverage of bodily injury, property damage, or combination thereof, (ii) garage keeper's legal liability coverage in an amount not less than $3,000,000.00 on a per occurrence basis and (iii) fidelity insurance covering any dishonest or fraudulent act of Tenant and/or its employees whether acting alone or in collusion with others, including robbery within the Premises or adjacent areas, with a limit of not less than $50,000.00 per employee and $100,000.00 for robbery per month. All such coverage amounts shall be subject to increase during the Term as a result of inflation or changes in operating conditions, and all such increased insurance shall be obtained as may be required by Landlord, upon not less than thirty (30) days notice to Tenant, but any increases in coverage shall be in no event higher than that 173466\10690\ # 659881 v 4 10/6/09 12:09 PM 9 DocuSign Envelope ID: 5DOE12DB-AEE5-49B0-9985-44CE63842407 173466\106401 # 659881 v4 10/6/04 i 2:04 PM required of other similar garage operators in the Miami area. Tenant shall forthwith furnish Landlord a certificate by the insurer that such insurance is in force and naming Landlord as additional insured. In the event Tenant fails to obtain and maintain the insurance required under this or the preceding paragraph after five (5) days prior written notice by Landlord, Landlord may, at its option, obtain same and any costs incurred by Landlord in connection therewith shall be deemed additional rent to be paid by Tenant and shall be payable as such upon demand, together with interest at the highest legal rate from the date Landlord pays any premium until the date Tenant fully repays such sum. 10 DocuSign Envelope ID: 5DOE12DB-AEE5-49B0-9985-44CE63842407 18.3. Landlord shall indemnify and hold harmless the Tenant, the City of Miami, and their respective officers, employees, agents and instrumentalities from any and all liability, losses or damages, including attorney's fees and costs of defense, which the Tenant, the City of Miami, or its officers, employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes of actions, or proceedings of any kind or nature arising out of, relating to, or resulting from the performance of this Lease by the Landlord or its employees, agents, servants, partners, principals or subcontractors. The Landlord shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits or actions of any kind in the name of the Tenant, where applicable, and shall pay all costs, judgments and attorney's fees which may issue thereon. Provided, however, that this indemnification shall not apply to claims, liabilities, causes of action or losses which may arise as a result of negligence of the Tenant, the City or their respective officers, employees, agents or instrumentalities. 18.4. To the extent allowed by Florida law, Tenant shall indemnify and hold harmless the Landlord and its officers, employees or agents from any and all liability, losses or damages, including attorney's fees and costs of defense, which the Landlord, or its officers, employees or agents may incur as a result of claims, demands, suits, causes of actions, or proceedings of any kind or nature arising out of, relating to, or resulting from the performance of this Lease by the Tenant or its employees, agents, officers, contractors or subcontractors. The Tenant shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits or actions of any kind in the name of Landlord, where applicable, and pay all costs, judgments, and attorney's fees which may issue thereon, provided, however, that this indemnification shall not apply to claims, liabilities, causes of action, or losses which may arise as a result of negligence of the Landlord or its officers, employees, agents, contractors or subcontractors. This indemnification shall only be effective to the extent and within the limits of Section 768.28, Florida Statute 19. ENVIRONMENTAL CONTAMINATION: Landlord represents and warrants to Tenant that as of the date of execution of this Lease, neither Landlord nor, to the best of Landlord's actual knowledge (based solely on the Phase I Environmental Report prepared for Landlord when it purchased the Premises in 1999), any third party has used, produced, manufactured, stored, disposed of or discharged any Hazardous Materials (as defined below) in, under or about the Premises during the time in which Landlord has owned the Premises, or with respect to any Hazardous Materials used in the operation and maintenance of the Premises by Landlord, they were used and stored in accordance with all applicable Legal Requirements (as defined below). Prior to the Commencement Date, Tenant may, at its expense, obtain a Phase I Environmental Report (and such additional or further reports 173466\106401 # 659881 v 4 10/6/04 12:04 PM 11 DocuSign Envelope ID: 5DOE12DB-AEE5-49B0-9985-44CE63842407 as it deems necessary) with respect to the Premises. If such report(s) reveal the presence of Hazardous Materials in violation of any applicable Legal Requirements, Tenant may give notice of such condition to Landlord and either Landlord, at its own expense, will remediate such condition so that it meets any applicable Legal Requirements or, if Landlord elects by written notice to Tenant not to do so, Tenant may (i) accept the Premises in their existing condition and proceed to construct and occupy the Parking Garage under the terms of this Lease or (ii) within thirty (30) days of Landlord's notice to Tenant that it will not remediate the condition, give Landlord written notice of termination of this Lease on a date certain. Such termination shall be without further liability of Tenant under the Lease, except with respect to matters that expressly survive its termination. 20. LAWS AND REGULATIONS: Tenant agrees to comply with all applicable laws, ordinances, rules, and regulations of any Legal Authority (as hereinafter defined) having jurisdiction of the Premises relating to Tenant's management, operation, maintenance, repair, alteration, reconstruction, or structural modification of the Premises. Tenant agrees to obtain all permits or licenses necessary for its operation, and Landlord agrees to assist Tenant in obtaining such permits or licenses upon request without cost to Landlord. Tenant shall: (a) neither cause nor permit the Premises to be used to generate, manufacture, refine, transport, treat, store, handle, dispose, transfer, produce, or process Hazardous Materials, except in compliance with all Legal Requirements (as hereinafter defined); (b) neither cause nor permit a release or threatened release of Hazardous Materials onto the Premises or any other property as a result of any intentional or unintentional act or omission on the part of Tenant; (c) comply with all applicable Legal Requirements related to Hazardous Materials; (d) conduct and complete all investigations, studies, sampling, and testing, and all remedial, removal, and other actions on, from, or affecting the Premises, but only to the extent resulting from the activities of Tenant, its employees, agents or contractors ("Tenant Activities") in accordance with such applicable Legal Requirements and to the reasonable satisfaction of Landlord; (e) upon the expiration or termination of this Lease, deliver the Premises to Landlord free of all Hazardous Materials resulting from Tenant Activities; and (f) defend, indemnify, and hold harmless, to the extent permitted by law, Landlord and Landlord's employees and other agents from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs, or expenses of any kind or nature, known or unknown, contingent or otherwise (including, without limitation, accountants' and attorneys' fees (including fees for the services of paralegals and similar persons), consultant fees, investigation and laboratory fees, court costs, and litigation expenses at the trial and all appellate levels), arising out of, or in any way related to (i) the presence, disposal, release, or threatened release, by or caused by Tenant Activities, of any Hazardous Materials which are on, from, or affecting the soil, water, vegetation, buildings, personal property, persons, animals or otherwise; (ii) any personal injury, including wrongful death, or damage to property, real or personal, arising out of or related to such Hazardous Materials; (iii) any lawsuit brought, threatened, or settled by Legal 173466\106401 # 659881 v 4 10/6/04 12:04 PM 12 DocuSign Envelope ID: 5DOE12DB-AEE5-49B0-9985-44CE63842407 Authorities or other parties, or order by Legal Authorities, related to such Hazardous Materials; and/or (iv) any violation by Landlord of Legal Requirements related in any way to such Hazardous Material. As used in this Section, the term (i) "Hazardous Material(s)" shall mean any substances defined as or included in the definition "hazardous substances," "hazardous wastes," "hazardous materials," "toxic substances," "contaminants" or other pollution under any applicable Environmental Laws, (ii) "Legal Requirements" means any statute, rule, regulation, ordinance, order, judgment, license, authorization, or other direction or requirement of any Legal Authority, which is now or in the future applicable to the Premises, including those not within the present contemplation of the parties and (iii) "Legal Authority" means any federal, state, county, municipal, or other government, governmental or quasi -governmental department, board, bureau, court, agency, or instrumentality having jurisdiction or authority over Landlord, Tenant and/or all or any part of the Premises. 21. EASEMENTS, ENCROACHMENTS AND PROPERTY RIGHTS. Landlord and Tenant acknowledgement that certain existing improvements are located on, or encroached into the Premises (collectively the "Existing Structures"). The Existing Structures shall either be permitted to continue to exist, based on vested rights or may be removed at Tenant's sole expense, as provided in this Section. A one-story storage building (the "Storage Building") attached to the westerly end of Landlord's building located adjacent to the Premises encroaches approximately 9 feet onto the Premises. Tenant will permit the Storage Building to remain in place, notwithstanding such encroachment and, if required by Landlord, will recite in the Memorandum of Lease to be recorded in connection with this Lease that an easement exists for such continued encroachment by the Storage Building. If required by the City in connection with the development of the Parking Garage, Landlord and Tenant will join in the execution of a Unity of Title to further facilitate the continued existence of the encroachment by the Storage Building, provided that such Unity of Title shall include a provision that upon the demolition and removal of the Storage Building such Unity of Title will terminate without further action by the City, Landlord or Tenant. If Landlord wishes to sell or mortgage its adjacent property or sell or mortgage its remainder interest in the Premises, it may enter the Premises and demolish the Storage Building and upon such demolition, Landlord and Tenant will join in an instrument to be recorded among the Public Records of Miami -Dade County, Florida, evidencing such demolition and thereby terminating any Unity of Title which had previously been effective with respect to the Premises and the Landlord's adjacent property. Two free-standing one story storage sheds (the "Sheds") are located within the Premises. Upon commencement of construction of the Parking Garage, Tenant shall, at its own expense, demolish and remove the Sheds; this Section evidences Landlord's consent to such removal and demolition. A Florida Power & Light equipment or transformer box (the "FPL Box"), which is active and serves the building located on Landlord's adjacent parcel, lies northerly of the Storage Building and encroaches approximately 10 feet into the Premises. Tenant consents to such encroachment and the continued presence of the FPL Box within the Premises. If Landlord sells or 173466\10640\ ft 659881 v 4 10/6/04 12:04 PM 13 DocuSign Envelope ID: 5DOE12DB-AEE5-49B0-9985-44CE63842407 mortgages its existing adjacent parcel or if the City requires in connection with the development of the Premises, Landlord and Tenant will cooperate to provide any reasonably necessary easements to each other for utility services, including without limitation the continued presence of the FPL Box within the Premises, as may reasonably be required by either party_ 22. TAXES: If ad valorem real estate taxes or personal property taxes are assessed against the Parking Garage or any other improvements on the Premises, Tenant shall be solely responsible for payment of such taxes throughout the Term of the Lease. Tenant shall be solely responsible for the collection and payment of any sales tax, surcharge or other levy on the revenues received from its operation as a Parking Garage. Tenant shall further be liable for the payment of any sales tax, surcharge or any levy which is determined to be due at any time during the Term of this Lease with regard to the economic value of the 150 parking spaces provided to Landlord under the terms of this Lease. 23. RADON GAS: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present a health risk to persons who are exposed to it over time. Levels of radon that exceed Federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from the Miami -Dade Public Health Department. 24. NOTICES: Any notice or demand, which, under the terms of this Lease or by any statute or ordinance, must or may be given or made by a party hereto, shall be in writing and shall be given by certified U.S. mail, or by nationally recognized commercial overnight courier, sent to the other party at the address of its principal office herein mentioned, or to such other address as such Party may from time to time designate by notice, and shall be effective upon receipt. Notice to Tenant shall be addressed to: Executive Director, City of Miami Department of Off -Street Parking 190 N.E. 3rd Street Miami, Florida 33132 With a copy to: Director, Department of Asset Management City of Miami Governmental Center, 3rd Floor 444 S.W. 2nd Avenue Miami, Florida 33130 173466\10640\ 4 659881 v 4 10/6104 12:04 PM 14 DocuSign Envelope ID: 5DOE12DB-AEE5-49B0-9985-44CE63842407 Notice to the Landlord shall be addressed to: Goodwill Industries of South Florida, Inc_ Attn: Dennis Pastrana, President 2121 NW 21 st Street Miami, Florida 33142 With a copy to: Bilzin Sumberg Baena Price & Axelrod, LLP Attn: Eileen Ball Mehta, Esq. 200 South Biscayne Boulevard Suite 2500 Miami, Florida 33131 Notice may also be given by facsimile with delivery confirmation if transmitted during ordinary business hours and followed by notice in one of the forms provided above. 25. TERMS: Every term of this Lease shall be deemed and construed to be of the essence thereof, and any breach shall be deemed and construed to be the very substance of this Lease. 26. SUCCESSORS; ASSIGNS: This Agreement shall inure to and be binding upon the successors and authorized assigns of the parties. 27. RIGHT TO MORTGAGE AND SELL: Landlord may encumber the Premises by mortgage or mortgages, securing such sum or sums and upon such terms and conditions as Landlord may desire, and any such mortgage or mortgages so given shall be a first lien upon the land and buildings superior to the rights of Tenant herein; provided, however, that no mortgage or lien shall encumber Tenant's personal property nor the Tenant's leasehold interest without Tenant's prior written consent. Landlord may sell the premises as set forth herein; however, this Lease shall be expressly assumed by Landlord's vendee. Landlord shall give the Tenant prior written notice at least 30 days before the sale of the premises or any assignment of rents to Landlord's mortgage. Such notice shall be given in the manner specified for notices under this Lease. 1734661106401 # 659881 v 4 10/6/04 12:04 PM 15 DocuSign Envelope ID: 5DOE12DB-AEE5-49B0-9985-44CE63842407 28. COPIES OF LEASE: This Lease shall be executed in triplicate original copies, each copy of which, bearing original signatures, is to have the force and effect of an original document. 29. PRIOR AGREEMENTS: This Lease incorporates and includes all prior negotiations, correspondence, conversations, agreements, and understandings applicable to the matters contained herein and the parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Lease that are not contained in this Lease. Accordingly, the parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. It is further agreed that no modification, amendment or alteration in the terms or conditions contained herein shall be effective unless contained in a written document utilizing the same formalities as were used in the execution of this Lease. 30. APPLICABLE LAW AND VENUE: This Lease shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. Venue for litigation concerning this Lease shall be in Miami -Dade County, Florida. 31. CONDEMNATION: Landlord reserves unto itself, and Tenant assigns to Landlord, all right to damages accruing on account of any taking or condemnation of all or any part of the Premises, or by reason of any act of any public or quasi -public authority for which damages are payable. Tenant agrees to execute such instruments of assignments as may be required by Landlord, to join with Landlord in any petition for the recovery of damages, if requested by Landlord, and to turn over to Landlord any such damages that may be recovered in any such proceeding. Landlord does not reserve to itself, and Tenant does not assign to Landlord, any damages payable for any trade fixtures installed by Tenant at its cost and expense which are not part of the realty, or for any damages for interruption to the business of Tenant which do not compensate Toss of real property or any interest therein. 32. PUBLIC ENTITY CRIMES ACT: Landlord represents that the execution of this Lease will not violate the Public Entity Crimes Act (Section 287.133, Florida Statutes), which essentially provides that a person or affiliate who is a contractor, consultant or other provider and who has been placed on the convicted vendor list following a conviction for a Public Entity Crime may not submit a bid on a contract to provide any goods or services to Tenant and may not submit bids on 173466\106401 # 659881 v 4 10/6/04 12:04 PM 16 DocuSign Envelope ID: 5DOE12DB-AEE5-49B0-9985-44CE63842407 leases of real property to Tenant for a period of 36 months from the date of being placed on the convicted vendor list. Violation of this section shall result in termination of this lease agreement and recovery of all monies paid hereto. In addition to the foregoing, Landlord further represents that there has been no determination, based on an audit, that it committed an act defined by Section 287.133, Florida Statutes, as a "public entity crime" and that it has not been formally charged with committing an act defined as a "public entity crime" regardless of the amount of money involved or whether Landlord has been placed on the convicted vendor list. 33. INDEPENDENT CONTRACTOR: Landlord is an independent contractor under this Lease. Services provided by Landlord shall be subject to the supervision of Landlord, and such services shall not be provided by Landlord or its agents as officers, employees, or agents of the Tenant. 34. THIRD PARTY BENEFICIARIES: Neither Landlord nor Tenant intends to directly or substantially benefit a third party by this Lease. Therefore, the parties agree that there are no third party beneficiaries to this Lease and that no third party shall be entitled to assert a claim against either of them based upon this Lease. The parties expressly acknowledge that it is not their intent to create any rights or obligations in any third person or entity under this Lease. 35. COMPLIANCE WITH LAWS: Landlord shall comply with all federal, state, and local laws, codes, ordinances, rules, and regulations in performing its duties, responsibilities, and obligations related to this Lease. 36. SEVERABILITY: In the event this Agreement or a portion of this Agreement is found by a court of competent jurisdiction to be invalid, the remaining provisions shall continue to be effective. 37. JOINT PREPARATION: Preparation of this Lease has been a joint effort of Tenant and Landlord and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than any other. 173466110640\ ft 659881 v 4 10/6/04 12:04 PM 17 DocuSign Envelope ID: 5DOE12DB-AEE5-49B0-9985-44CE63842407 38. PRIORITY OF PROVISIONS: If there is a conflict or inconsistency between any term, statement, requirement, or provision of any exhibit attached hereto, any document or events referred to herein, or any document incorporated into this Lease by reference and a term, statement, requirement, or provision of this Lease, the term, statement, requirement, or provision contained in this Lease shall prevail and be given effect. 39. TENANT'S OPTION TO ADD RETAIL AREA: The parties agree and acknowledge that Tenant shall have the option, at its sole discretion, to build an addition of not more than 20,000 square feet attached to the Parking Garage and located within the boundaries of the Premises to be used solely for rental to tenants engaged in retail sales and other similar retail commercial establishments. Tenant shall pay the construction cost of the retail space and shall be responsible for the prosecution and completion of all such construction work. Any rents or other revenues derived from tenants of the retail addition shall accrue to Lessee during the term of this Lease and any extended term of this Lease and thereafter to Landlord. The consideration for this option is independently granted and received to further this important amenity that may be added to the Premises. No tenant of the retail addition, if the same is built, shall be permitted to engage in the business of sales of used, reconditioned or recycled clothing or household goods without Landlord's prior written consent, which may be withheld in Landlord's sole discretion. 40. OTHER PROVISIONS: Any additional provisions entered into at the time of execution of this Lease shall require approval of the parties by initialing at the bottom of any additional page(s), which must be affixed to the Lease. IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease on the dates hereinafter subscribed. ATTEST: \Ls6.11 \73466\10640\ 11659881 v 4 10/6/04 12:04 PM Landlord Executed by Landlord on $ , 2004. GOODWILL INDUSTRIES OF SOUTH FLORIDA, INC., a Florida not -for -profit corporation By: Dennis Pastrana, President e e.e.0 18 (Seal) DocuSign Envelope ID: 5DOE12DB-AEE5-49B0-9985-44CE63842407 ATTEST: 173466\10640\ # 659881 v 4 10/6/04 12:04 PM Tenant Executed by Tenant on LOC.l— 7 , 2004. MIAMI PARKING AUTHORITY alk/a Department of Off -Street Parking, an agency and instrumentality of the City of Miami, a municipal corporation of the State of Florida By: Arthu V. No e. a, Executive Director Approved as to form by GENERAL COUNSEL FOR DOSP JORGE L. FERNANDEZ, Esq. Miami Riverside Center, Suite 945 444 S.W. 2nd AVENUE MIAMI, Florida 33130 Telephone: (305) 416-1800 Telecopier: (305) 416-1801 By L. FERNANDEZ eneral Counsel ) IN NCE APP - Name: Risk Manager 19 VED,� DocuSign Envelope ID: 5DOE12DB-AEE5-49B0-9985-44CE63842407 EXHIBIT "A" Legal Description Lots 3-10, inclusive, in Block 1, of Amended Plat of LA ALLAPATTAH, according to the plat thereof, recorded in Plat Book 15, at Page 52, Public Records of Miami -Dade County, Florida. 1734661106401 # 659881 v 4 10/6/04 12:04 PM 20 DocuSign Envelope ID: 5DOE12DB-AEE5-49B0-9985-44CE63842407 DEPARTMENT OF RISK MANAGEMENT INSURANCE/SAFETY APPROVAL FORM Name Rafael Suarez -Rivas Department Law Review Status General Liability: Automobile Workers Comp: Liquor Liability: Builder Risk: Professional Liability: Garage Keepers Liability: Excess Liability: Fidelity Bond Pollution: //////;/ Description Goodwill Industries of South Florida (Landlord) Project # Date: 10/19/2004 Financial Ratings Strength REQUIREMENTS: Insurance NOT Required City of Miami is Named Additional Insured The City is providing insurance City of Miami is Loss Payee Bayfront Park Named Additional Insured APPROVAL STATUS APPROVED Frank Gomez Insurance Coordinator Patrice Noval Safety/ADA Coordinator Not Approved Coverage is insufficient Not A Rated Company A Type of Coverage is Missing Other The City NOT Named Additional Insured Insurance/Safety Comments: Goodwill Industries is entering into a 20 year lease with DOSP. Actual commencement date will be following the issuance of the building permit. The insurance in contract will be provided by DOSP to Landlord before occupancy. GC will provide Insurance Requirements ie CGL, Auto, W/C, OCP, Builder's Risk, etc prior to start of construction. Indemnification language in contract limited to FS 768.28. Risk 001 10/19/2004 4:23 PM