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HomeMy WebLinkAboutCRA-R-17-0052 Exhibit A - Draft Lease AgreementCOMMERCIAL LEASE AGREEMENT This COMMERCIAL LEASE AGREEMENT is made on this day of 2017 between THE BLACK ARCHIVES, HISTORY AND RESEARCH FOUNDATION OF SOUTH FLORIDA, INC., a Florida non-profit corporation ("Landlord"), and the SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("Tenant"). 1. GRANT OF LEASE Landlord, in consideration of the rents to be paid and the covenants and agreements to be performed and observed by the Tenant, does hereby lease to the Tenant and the Tenant does hereby lease and take from the Landlord that certain 3,274 square feet of floor space on the third floor of the Building, as depicted in Exhibit "A" attached hereto and by reference made a part hereof (the "Leased Premises") for description purposes, together with, as part of the property, all improvements located thereon. The Tenant shall have access to that certain 1,737 square feet of shared space on the third floor of the Building, as depicted in Exhibit "A." 2. USE OF LEASED PREMISES; HOURS OF OPERATION a. USE OF LEASED PREMISES. The parties acknowledge that the Tenant is a public agency and body corporate created pursuant to Section 163.356, Florida Statutes, and serves a public governmental entity that engages in community redevelopment activities pursuant to Chapter 163, Part III, Florida Statutes, and the Tenant's approved redevelopment plan. The Leased Premises shall be used and occupied as the administrative offices of the Tenant, and for other uses related to the operation of the Tenant's business, including use of the Leased Premises to hold public meetings. Tenant shall be required to provide Landlord with advance notice, consisting of not less than five (5) calendar days, of any public meetings that will be held at the Leased Premises. Tenant shall also notify and schedule with Landlord, through the Black Archives Administration, any requests to utilize the common areas of the building, including all conference rooms. Upon receipt of advance notice as provided above, Landlord agrees to identify accommodations sufficient to support the nature of the meeting and anticipated number of attendees. Nothing herein shall give Tenant the right to use the Leased Premises for any other purpose or to sublease, assign, or license the use of the Leased Premises. b. HOURS OF OPERATION. Landlord acknowledges that Tenant is a government entity that operates Monday through Friday, from 7:00 am to 6:00 pm; however, in the event Tenant requires access to the Leased Premises beyond the aforementioned days and hours of operations, upon providing advanced notice to Landlord, with the exception of Tenant's executive staff as described below in Section 4(c), Tenant shall have full and complete access to the Leased Premises as required in furtherance of its business operations. c. BUILDING ACCESS BY TENANT'S EXECUTIVE STAFF. The Tenant's executive staff shall be allowed twenty-four (24) hours access ("Executive Access") to the Leased Premises only through the north entry doors of the Building without providing advanced notice to the Landlord. Within ten (10) business day of executing this agreement, the Landlord shall provide the Tenant with keys to the north entry doors and the security system alarm code for the Building. The Tenant shall be responsible for unlocking/locking the north entry doors and disarming/arming the security system upon entering/exiting the Building. The Tenant shall provide the Landlord with a written list of Tenant's executive staff who will be allowed Executive Access to the Lease Premises ("Tenant Executive Staff List"). The Tenant Executive Staff List is subject to change at the sole discretion of the Tenant. In the event that there are changes to the Tenant Executive Staff List, the Tenant shall provide the Landlord with an updated list within a reasonable time. 3. TERM The term of this Lease shall begin on the commencement date, as defined in Section 3(b) below, and shall terminate three (3) years from the commencement date, or sooner, if terminated as provided herein, with one (1) option to renew for an additional three (3) years. The "Commencement Date" shall be October 1, 2017. In the event either party wishes to extend the term of this Lease, said party agrees to provide formal written notice no later than four (4) months into the third year of the original term. Both Landlord and Tenant each agree to meet and negotiate the terms and conditions governing the extended term. 4. RENT a. ANNUAL RENT; MONTHLY INSTALLMENTS. The Tenant agrees to pay the Landlord and the Landlord agrees to accept, during the term hereof, at Landlord's address set forth below in Section 15.01, or at such other place and to such other person as Landlord may from time to time designate in writing, annual rent in the amount of $72,000, which shall include all utilities (water, electricity, sewer, etc), janitorial services, and security. The annual rent shall be payable in advance in equal monthly installments of one -twelfth (1/12) of the total year rent, which shall be Six Thousand Dollars and No Cents ($6,000.00), on the first day of each calendar month during the term hereof, and prorate for the fractional portion of any month. Reference to annual rent hereunder shall not be implied or construed to the effect that this Lease or the obligation to pay rent hereunder is from year to year, or for any term shorter than the existing Lease term, plus any extensions as may be agreed upon. Rent shall be considered late if received by Landlord ten (10) or more days subsequent to the due date. b. APPORTIONMENT OF RENT; 30 DAY MONTH. If the term of this Lease shall terminate on any day other than the first or last day respectively of a calendar month, all rent and other charges accruing under this Lease for such portion of the partial calendar month shall be apportioned and paid on the basis of a thirty -day month. c. UTILITIES. Electricity, water, and sewer for the Leased Premises are included in rent, as described in Section 4(a) above, and are the responsibility of the Landlord. The cost and performance of trash removal and janitorial services for the Leased Premises shall be Landlord's sole responsibility. Tenant shall not be liable to Landlord for any interruption in the service of any utility. d. REAL ESTATE TAXES. Landlord shall be responsible for any and all real estate taxes and assessments against the Leased Premises and/or Building. e. REDUCED RENT. The Annual Rent is reduced due to an annual grant that the Tenant has provided to the Landlord. This grant funding subsidizes certain costs at the Leased Premises, including security, electricity, and janitorial services. In the event that the Tenant no longer provides grant funding to the Landlord, the Landlord and the Tenant agree to meet and re -negotiate the terms and conditions governing this Lease within sixty (60) days of the Landlord receiving written notice that the Tenant denied the Landlords' grant request. 2 5. SECURITY DEPOSIT Landlord hereby waives any obligation of Tenant to provide a security deposit. Tenant hereby agrees to return the Leased Premises to Landlord in the original condition leased, ordinary wear and tear excepted. 6. SIGNAGE Tenant shall have the right, subject to the consent of Landlord, which shall not be unreasonably withheld, to at its sole risk and expense and in conformity with applicable laws and ordinances, to erect and thereafter, to repair or replace, if it shall so elect signage located on the same floor as the Tenant's Leased Premises, provided that Tenant shall remove any such signs upon termination or expiration of this Lease, and repair all damage occasioned thereby to the Leased Premises. Given the historic nature of the Building, no signage on the exterior of the building shall be permitted. 7. ASSIGNMENT AND SUBLETTING Tenant shall not assign, sublet, mortgage, pledge, or hypothecate this Lease, or any interest therein, nor shall Tenant permit the use of the Leased Premises by any person or persons other than Tenant, nor shall Tenant sublet the Premises, or any part thereof without the prior written consent of Landlord. 8. CONDITION OF LEASED PREMISES — MAINTENANCE AND REPAIRS Subject to any provisions herein to the contrary, Landlord shall be responsible, at Landlords sole cost and expense, and at all times throughout the term and any extensions thereof, for all maintenance, repairs and replacements in, on or about the Leased Premises and/or Building and all equipment and property thereon shall be maintained in good condition, and in substantially the same condition as the same existed upon the Commencement Date, reasonable wear and tear excepted. Landlord's responsibilities hereunder include, but are not limited to, the replacement, repair and maintenance of all exterior and interior improvements, fixtures, appliances, equipment, and systems, including, but not limited to, air conditioning, heating, plumbing, electrical systems and all of the foregoing shall be maintained in good operating condition at all times, free of dirt, and other obstructions. All replacements, repairs and maintenance shall be performed by contractors or workmen designated or approved by Landlord. Landlord shall be responsible for the sanitation, storage and daily removal of all garbage generated by Tenant. Landlord shall perform the aforesaid maintenance, repairs, replacements and services. If Landlord fails to make repairs promptly and adequately or otherwise fails to comply with this Section, Tenant may, but need not, make repairs or correct such failure, and Landlord shall pay Tenant the cost thereof on demand. Tenant hereby agrees that Tenant shall not commit nor allow any waste or damage to be committed on any portion of the Leased Premises. 9. ALTERATIONS, ADDITIONS OR IMPROVEMENTS a. NON-STRUCTURAL ALTERATIONS, ADDITIONS OR IMPROVEMENTS. Tenant shall have the right, at its sole expense, from time to time, to redecorate the Leased Premises and to make such non-structural alterations, additions, or improvements in such parts thereof as the Tenant shall deem expedient or necessary for its purposes; provided, however, that such alterations, additions or improvements neither impair the structural soundness nor diminish the value of the Leased Premises. Additionally, notwithstanding the above, Tenant 3 agrees that non-structural alterations, additions or improvements shall not occur throughout hallways and corridors throughout the Leased Premises. b. STRUCTURAL ALTERATIONS, ADDITIONS OR IMPROVEMENTS. Tenant may undertake structural alterations, additions or improvements to the Leased Premises provided that the Tenant has first obtained Landlord's written consent, which shall not be unreasonably withheld, and Tenant provides details of all proposed structural alterations, additions or improvements, including drawings and specifications prepared by qualified architects or engineers conforming to good engineering practice. All such alterations shall be performed: (i) at the sole cost of Tenant; (ii) by licensed contractors and subcontractors and workmen approved in writing by Landlord; (iii) in a good and workmanlike manner; (iv) in accordance with the drawings and specifications approved in writing by Landlord; (v) in accordance with all applicable laws and regulations; and (vi) subject to the reasonable regulations, supervision, control and inspection of Landlord. If any alterations would affect the structure of the Building or any of the electrical, plumbing, mechanical, heating, ventilation or air conditioning systems or other base building systems, such work shall, at the option of Landlord, be performed by Landlord at Tenant's cost. The cost of the work performed shall be paid by Tenant to Landlord upon demand. Upon completion of alterations, additions or improvements to the Leased Premises, Tenant shall, at its cost, obtain all permits or licenses necessary for the occupancy of the improvements and the operation of the same as set out herein and shall keep the same in force. Landlord agrees to execute and deliver upon Tenant's request such instrument or instruments embodying Landlord's approval which may be required by a public or quasi -public authority for the purposes of obtaining any licenses or permits for the approved alterations, additions or improvements in, to, or upon the Leased Premises. c. PERMITS AND EXPENSES. Each party agrees that it will procure all necessary permits for making any repairs, alterations, or other improvements for installations, when applicable. Each party hereto shall give written notice to the other party of any repairs required of the other pursuant to this Lease, and the party responsible for said repairs agrees to promptly commence such repairs and to diligently complete said repairs. Each party agrees to promptly pay the costs of any work performed so that the Leased Premises and/or Building at all times shall be free of liens for labor and materials. Each party further agrees to hold harmless and indemnify the other party from and against any and all injury, loss, claims, or damage to any person or property occasioned by or arising out of the performance of such work by the other party or its employees, agents or contractors. Each party further agrees that in doing such work that it will employ materials of good quality and comply with all governmental requirements, and perform such work in a good and workmanlike manner. 10. PROPERTY DAMAGE a. DESTRUCTION BY FIRE OR CASUALTY. If the Leased Premises or the Building shall be destroyed by fire or other cause, or be so damaged that restoration cannot be reasonably completed within one hundred and twenty (120) days or less, then either Landlord or Tenant may, by written notice, given to the other not later than forty-five (45) days after the date of such destruction, terminate this Lease, in which event rent paid for the period beyond the date of destruction shall be refunded to the Tenant, and at which time both parties shall be relieved of all further liability hereunder accruing after the effective cancellation date. If the damage can be reasonably restored within one -hundred and twenty (120) days or less, a proportionate reduction shall be made in the rent herein reserved corresponding to the time during which, and applicable to the portion of the Leased Premises of which Tenant was deprived of possession during the period 4 of restoration. In that case, Landlord shall proceed with diligence to complete restoration and repairs of the Leased Premises and/or Building, except for improvements installed by the Tenant, and complete reconstruction within one hundred and twenty (120) days of the casualty. The decision of a licensed Florida architect or engineer retained or engaged by Tenant and certified in writing to Landlord and Tenant shall conclusively be deemed binding on the parties as to: (i) whether the Leased Premises or Building can be restored within the period provided hereinabove, (ii) the percentage of the Leased Premises rendered untenantable and the resulting percentage by which rent and other charges hereunder should abate during the period of restoration, and (iii) the date upon which the Leased Premises are restored. b. OTHER LOSS OR DAMAGE. Notwithstanding any provisions to the contrary, Landlord shall not be responsible for any loss of or damage to property of Tenant or of others located on the Leased Premises, except where such loss or damage is caused by the willful act or omission or negligence of Landlord, or Landlord's agents, employees or contractors, for loss to or damage of Tenant's property as a result of Landlord's failure to make repairs for which Landlord is responsible for under this Lease, where Tenant has notified Landlord in writing of the need for said repairs. If after the giving of such notice by the Tenant, and the occurrence of such failure by the Landlord, loss of or damage to Tenant's property results from the condition as to which Landlord has been notified, Landlord shall indemnify and hold harmless Tenant from any loss, cost or expense arising therefrom. c. FORCE MAJEURE. In the event that Landlord or Tenant shall be delayed or hindered in or prevented from the performance of any act by reason of strikes, lockouts, unavailability of materials, failure of power, restrictive governmental laws or regulations, riots, insurrections, the act, failure to act, or default of the other party, war or other reason beyond its control, then performance of such act shall be excused for the period of the delay and the period for the performance of such act shall be extended for a period equivalent to the period of such delay. Notwithstanding the foregoing, lack of funds shall not be deemed to be a cause beyond control of either party. 11. SURRENDER OF PREMISES At the expiration or termination of this Lease, Tenant shall surrender the Premises to Landlord and the Leased Premises shall be in the same condition as it was on the date it was received by Tenant, excepting reasonable wear and tear, and any additions, alterations and improvements by the Landlord. Tenant shall also deliver all keys and combinations to locks, safes and vaults (which are not readily removable without damaging the Leased Premises) to Landlord. Tenant shall, at its own expense, repair any damage caused by the removal of any of Tenant's property at the termination of this Lease. Tenant's obligation to perform hereunder shall survive the end of the term of this Lease and, in the event Tenant fails to remove its property upon the expiration of this Lease, then said property shall be deemed abandoned and shall become the property of Landlord. Landlord shall nevertheless be entitled to perform the obligations of Tenant under this Section at Tenant's expense, and Tenant shall be liable to Landlord for all reasonable costs incurred by Landlord in the performance of such obligations. 12. CONDEMNATION a. TOTAL TAKING. If, after the execution of this Lease and prior to the expiration of the term hereof, the whole of the Leased Premises shall be taken under power of eminent domain by any public authority, or conveyed by Landlord to said authority in lieu of such 5 taking, then this Lease and the term hereof shall cease and terminate as of the date when possession of the Leased Premises shall be taken by the taking authority and any unearned rent or other charges, if any, paid in advance, shall be refunded to Tenant. b. PARTIAL TAKING. If, after the execution of this Lease and prior to the expiration of the term hereof, any public authority shall, under the power of eminent domain, take, or Landlord shall convey to said authority in lieu of such taking, property which results in a reduction by fifteen (15%) percent or more of the area in the Leased Premises, or of a portion of the Leased Premises that substantially interrupts or substantially obstructs the conducting of business on the Leased Premises; then Tenant may, at its election, terminate this Lease by giving Landlord notice of the exercise of Tenant's election within thirty (30) days after Tenant's receipt of notice of such taking. In the event of termination by Tenant, this Lease and the term hereof shall cease and terminate as of the date when possession shall be taken by the appropriate authority of that portion of the Leased Premises, and any unearned rent or other charges, if any, paid in advance by Tenant shall be refunded to Tenant. c. RESTORATION. In the event of a taking in respect of which Tenant shall not have the right to elect to terminate this Lease or, having such right, shall not elect to terminate this Lease, this Lease and the term thereof shall continue in full force and effect and Landlord , at Landlord's sole cost and expense, forthwith shall restore the remaining portions of the Leased Premises, including any and all improvements made theretofore to an architectural whole in substantially the same condition that the same were in prior to such taking. A just proportion of the rent reserved herein and any other charges payable by Tenant hereunder, according to the nature and extent of the injury to the Leased Premises and to Tenant's business, shall be suspended or abated until the completion of such restoration and thereafter the rent and any other charges shall be reduced in proportion to the square footage of the Leased Premises remaining after such taking. d. AWARD. The Landlord shall not be entitled to and Tenant shall have the sole right to make its independent claim for and retain any portion of any award made by the appropriating authority directly to Tenant for loss of business, or damage to or depreciation of, and cost of removal of fixtures, personalty and improvements installed in the Leased Premises by, or at the expense of Tenant, and to any other award made by the appropriating authority directly to Tenant. e. RELEASE. In the event of any termination of this Lease as the result of the provisions of this Section, the parties, effective as of such termination, shall be released, each to the other, from all liability and obligations thereafter arising under this Lease. 13. LANDLORD'S ACCESS TO THE LEASED PREMISES Tenant agrees to permit Landlord and its agents to enter the Leased Premises at all reasonable times for the purpose of examining or inspecting the same, or for the purpose of protecting Landlord's reversions, or to make alterations, repairs, or additions to the Leased Premises or to any other portion of the Building, or for maintaining any service provided by Landlord, or for any other purpose which Landlord deems necessary for the safety, comfort or preservation of the Leased Premises or Building and during such operations, provided, however, that Landlord does not interfere with Tenant's business operations and use of the Leased Premises. Tenant will permit Landlord at any time within the earlier of (i) one hundred twenty (120) days prior to the expiration of this Lease; or (ii) upon the failure of Tenant to cure a default within thirty (30) days of notice by Landlord to bring prospective tenants upon the Leased Premises for purposes of inspection. 6 14. INDEMNIFICATION Landlord shall indemnify and hold harmless Tenant and the City of Miami from and against any and all liability damages, penalties, judgments or expenses arising from injury to persons or property sustained by any person in or about the Building, common areas, parking or any other areas outside of the Leased Premises. Such expenses shall include, but not be limited to, all costs, and reasonable attorneys' fees incurred or paid by Tenant or the City of Miami in connection with such litigation and any appeal thereof. The provisions of this Section shall survive any termination or cancellation of the Lease. 15. INSURANCE a. LANDLORD'S OBLIGATION. Landlord shall maintain fire and extended coverage insurance on the Building, including all common areas, in an amount not less than one hundred percent (100%) of the full replacement value. Landlord shall also maintain commercial general liability coverage to afford minimum protection of not less than combined $2,000,000 combined single limit coverage of bodily injury, property damage or combination thereof. All insurance required under this subsection shall be written by a company or companies qualified to do business in Florida and reasonably acceptable to Tenant. A certificate of duplicate policies showing such insurance in force shall be delivered to Tenant prior to the Commencement Date, and such insurance and updated certificates or renewed policies shall be maintained with Tenant throughout the term of this Lease. b. TENANT'S OBLIGATION. Subject to the limitations of Section 768.28, Florida Statutes, Tenant shall maintain at its expense throughout the terms of this Lease the following insurance coverage: (i) liability insurance for bodily injury and property damage against damage, costs and attorneys' fees arising out of accidents of any kind occurring on or about the Leased Premises with combined single limit liability coverage of not less than One Million Dollars ($1,000,000.00) and property damage coverage of not less than One Hundred Thousand Dollars ($100,000.00); (ii) fire and extended casualty insurance with sufficient coverage to reimburse the loss of all of Tenant's improvements to the Leased Premises, and all of Tenant's fixtures, equipment, personal property and inventory; and (iii) appropriate workmen's compensation and any and all other insurance required by law. c. WAIVER OF SUBROGATION. Except as otherwise provided for in this Section, Landlord and Tenant each hereby waives of itself and its insurers, its agents, officers or employees, for any loss or damage that may occur to the Leased Premises, or any improvements thereto of the Building, or any personal property of such party therein, by reason of fire, the elements or any other causes which are, or should be insured against under the terms of insurance coverage referred to in this Section below, regardless of the cause or origin of the damage involved. d. CANCELLATION OF COVERAGE. No policy provided under this Section shall be cancelled or subject to reduction in coverage or other change without at least thirty (30) days advance written notice to the parties. All policies shall be written as primary policies not contributing with and not in excess of coverage the parties may carry. If either party fails to take out or keep in force any insurance referred to in this Section, or should any such insurance not be approved by the other party, such failure shall constitute a default under this Lease. Upon receipt of written notice of such default, a party shall have ten (10) days to cure said default and procure, renew or otherwise comply with its obligations under this Section. The insurance described in this Section shall be provided effective as of the Commencement Date. 7 16. NOTICES All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by personal service, or by registered mail, addressed to the party at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served, or, if by mail, on the fifth day after being posted, or the date of actual receipt or refusal of delivery, whichever is earlier. To Tenant: Southeast Overtown/Park West Community Redevelopment Agency 819 NW 2nd Avenue, 3rd Floor Miami, FL 33136 Attn: Clarence E. Woods, III, Executive Director With copy to: Renee A. Jadusingh, Staff Counsel To Landlord: The Black Archives, History and Research Foundation of South Florida, Inc. 819 NW 2nd Avenue Miami, FL 33136 Attn: Timothy Barber, Executive Director 17. DEFAULT a. LANDLORD'S REMEDIES. In the event that: i. Tenant shall on three (3) or more occasions be in default in the payment of rent or other charges herein required to be paid by Tenant (default herein being defined as payment received by Landlord ten or more days subsequent to the due date), regardless of whether or not such default has occurred on consecutive or non-consecutive months; or ii. Tenant has caused a lien to be filed against the Landlord's property and said lien is not removed within sixty (60) days of recordation thereof; or Tenant shall default in the observance or performance of any of the covenants and agreements required to be performed and observed by Tenant hereunder for a period of thirty (30) days after notice to Tenant in writing of such default (or if such default shall reasonably take more than thirty (30) days to cure, Tenant shall not have commenced the same within the thirty (30) days and diligently prosecuted the same to completion); then Landlord shall be entitled to terminate this Lease by giving Tenant notice of termination, in which event this Lease shall expire and terminate on the date specified in such notice of termination, with the same force and effect as though the date so specified were the date herein originally fixed as the termination date of the term of this Lease, and all rights of Tenant under this Lease and in and to the Leased Premises shall expire and terminate, and Tenant shall remain liable for all obligations under this Lease arising up to, but not beyond, the date of such termination, and Tenant shall surrender the Leased Premises to Landlord on the date specified in such notice. Landlord's remedies described above shall preclude pursuit of any other remedy or remedies provided in this Lease or any other remedy or remedies provided by law or in equity, separately or concurrently or in any combination. b. LANDLORD'S SELF-HELP. If Tenant shall default in the performance or observance of any agreement or condition contained in this Lease which is Tenant's responsibility to perform or observe and Tenant has failed to cure such default within thirty (30) days after notice from Landlord specifying the default (or if such default shall reasonably take more than thirty (30) days to cure, shall diligently prosecuted the same to completion), Landlord may, at 8 its option, without waiving any claim for damages for breach of this agreement, at any time thereafter cure such default for the account of Tenant, and any amount paid or contractual liability incurred by Landlord in so doing shall be deemed paid or incurred for the account of Tenant and Tenant agrees to reimburse Landlord therefor and save Landlord harmless therefrom. Provided, however, that Landlord may cure any such default as aforesaid prior to the expiration of said waiting period, without notice to Tenant if any emergency situation exists, or after notice to Tenant, if the curing of such default prior to the expiration of said waiting period is reasonably necessary to protect the Leased Premises or Landlord's interest therein, or to prevent injury or damage to persons or property. If Tenant shall fail to reimburse Landlord upon demand for any amount paid for the account of Tenant hereunder, said amount shall be added to and become due as a part of the next payment of rent due and shall for all purposes be deemed and treated as rent hereunder. c. TENANT'S REMEDIES. In the event that Landlord shall default in the observance or performance of any of the covenants and agreements required to be performed and observed by Landlord hereunder for a period of thirty (30) days after notice to Landlord in writing of such default (or if such default shall reasonably take more than thirty (30) days to cure, Landlord shall not have commenced the same within the thirty (30) days and diligently prosecuted the same to completion), then Tenant shall be entitled to terminate this Lease by giving Landlord notice of termination, in which event this Lease shall expire and terminate on the date specified in such notice of termination, with the same force and effect as though the date so specified were the date herein originally fixed as the termination date of the term of this Lease, and all rights of Landlord under this Lease shall expire and terminate, and Landlord shall remain liable for all obligations under this Lease arising up to the date of such termination. Tenant's pursuit of any remedy or remedies, including without limitation, any one or more of the remedies stated herein shall not constitute an election of remedies or preclude pursuit of any other remedy or remedies provided in this Lease or any other remedy or remedies provided by law or in equity, separately or concurrently or in any combination. d. TENANT'S SELF HELP. If Landlord shall default in the performance or observance of any agreement or condition in this Lease contained on its part to be performed or observed, and if Landlord shall not cure such default within thirty (30) days after notice from Tenant specifying the default (or, if such default shall reasonably take more than thirty (30) days to cure, and Landlord shall not have commenced the same within the thirty (30) days and diligently prosecuted the same to completion), Tenant may, at its option, without waiving any claim for damages for breach of agreement, at any time thereafter cure such default for the account of Landlord and any amount paid or any contractual liability incurred by Tenant in so doing shall be deemed paid or incurred for the account of Landlord and Landlord shall reimburse Tenant therefor and save Tenant harmless therefrom. Provided, however, that Tenant may cure any such default as aforesaid prior to the expiration of said waiting period, without notice to Landlord if an emergency situation exists, or after notice to Landlord, if the curing of such default prior to the expiration of said waiting period is reasonably necessary to protect the Leased Premises or Tenant's interest therein or to prevent injury or damage to persons or property. If Landlord shall fail to reimburse Tenant upon demand for any amount paid or liability incurred for the account of Landlord hereunder, said amount or liability may be deducted by Tenant from the next or any succeeding payments of rent due hereunder. 18. TERMINATION Tenant reserves the right to terminate this Lease, at any time for any reason upon giving thirty (30) days written notice of termination to Landlord. If this Lease should be terminated as provided herein, Tenant shall be relieved of all obligations under this Lease. 9 19. SUBORDINATION Tenant shall, upon the request of Landlord in writing, subordinate this Lease to the lien of any present or future institutional mortgage upon the Leased Premises regardless of the time of execution or the time of recording of any such mortgage. Provided, however, that as a condition to such subordination, the holder of any such mortgage shall enter first into a written agreement with Tenant in form suitable for recording to the effect that: a. in the event of foreclosure or other action taken under the mortgage by the holder thereof, this Lease and the rights of Tenant hereunder shall not be disturbed but shall continue in full force and effect so long as Tenant shall not be in default hereunder; and b. such holder shall permit insurance proceeds and condemnation proceeds to be used for any restoration and repair required under this Lease. Tenant agrees that if the mortgagee or any person claiming under the mortgagee shall succeed to the interest of Landlord in this Lease, Tenant will recognize said mortgagee or person as its Landlord under the terms of this Lease, provided that said mortgagee or person for the period during which said mortgagee or person respectively shall be in possession of the Leased Premises and thereafter their respective successors in interest shall assume all of the obligations of Landlord hereunder. The word "mortgage", as used herein includes mortgages, deeds of trust or other similar instruments, and modifications, and extensions thereof. The term "institutional mortgage" as used in this Section means a mortgage securing a loan from a bank (commercial or savings) or trust company, insurance company or pension trust or any other lender institutional in nature and constituting a lien upon the Leased Premises. 20. QUIET ENJOYMENT Landlord covenants and agrees that upon Tenant paying the rent and observing and performing all of the terms, covenants and conditions on Tenant's part to be observed and performed hereunder, that Tenant may peaceably and quietly have, hold, occupy and enjoy the Leased Premises in accordance with the terms of this Lease without hindrance or interference from Landlord or any persons lawfully claiming through Landlord. 21. ZONING AND GOOD TITLE Landlord warrants and represents, upon which warranty and representation Tenant has relied in the execution of this Lease, that Landlord is the owner of the Leased Premises, in fee simple absolute, free and clear of all encumbrances, except for the easements, covenants and restrictions of record as of the date of this Lease. Such exceptions shall not impede or interfere with the quiet use and enjoyment of the Leased Premises by Tenant. Landlord further warrants and covenants that this Lease is and shall be a first lien on the Leased Premises, subject only to any Mortgage to which this Lease is subordinate or may become subordinate pursuant to an agreement executed by Tenant, and to such encumbrances as shall be caused by the acts or omissions of Tenant; that Landlord has full right and lawful authority to execute this Lease for the term, in the manner, and upon the conditions and provisions herein contained; that there is no legal impediment to the use of the Leased Premises as set out herein; that the Leased Premises are not subject to any easements, restrictions, zoning ordinances or similar governmental regulations which prevent their use as set out herein; that the Leased Premises presently are zoned for the use contemplated herein and throughout the term of this lease may continue to be so used therefor by virtue of said zoning, under the doctrine of "non -conforming use", or valid and binding decision of appropriate authority, 10 except, however, that said representation and warranty by Landlord shall not be applicable in the event that Tenant's act or omission shall invalidate the application of said zoning, the doctrine of "non -conforming use" or the valid and binding decision of the appropriate authority. Landlord shall furnish without expense to Tenant, within thirty (30) days after written request therefor by Tenant, a title report covering the Leased Premises showing the condition of title as of the date of such certificate, provided, however, that Landlord's obligation hereunder shall be limited to the furnishing of only one such title report. 22. HOLDING OVER In the event that Tenant or anyone claiming under Tenant shall continue occupancy of the Leased Premises after the expiration of the term of this Lease or any renewal or extension thereof without any agreement in writing between Landlord and Tenant with respect thereto, such occupancy shall not be deemed to extend or renew the term of the Lease, but such occupancy shall continue as a tenancy at will, from month to month, upon the covenants, provisions and conditions herein contained. The rental shall be the rental in effect during the term of this Lease as extended or renewed, prorated and payable for the period of such occupancy. 23. FIXTURES All personal property, furnishings and equipment presently and all other trade fixtures installed in or hereafter by or at the expense of Tenant and all additions and/or improvements, exclusive of structural, mechanical, electrical, and plumbing, affixed to the Leased Premises and used in the operation of the Tenant's business made to, in or on the Leased Premises by and at the expense of Tenant and susceptible of being removed from the Leased Premises without damage, unless such damage be repaired by Tenant, shall remain the property of Tenant and Tenant may, but shall not be obligated to, remove the same or any part thereof at any time or times during the term hereof, provided that Tenant, at its sole cost and expense, shall make any repairs occasioned by such removal. 24. MISCELLANEOUS PROVISIONS a. WAIVER. Failure of either party to complain of any act or omission on the part of the other party, no matter how long the same may continue, shall not be deemed to be a waiver by said party of any of its rights hereunder. No waiver by either party at any time, express or implied, of any breach of any provision of this Lease shall be deemed a waiver of a breach of any other provision of this Lease or a consent to any subsequent breach of the same or any other provision. If any action by either party shall require the consent or approval of the other party, the other party's consent to or approval of such action on any one occasion shall not be deemed a consent to or approval of said action on any subsequent occasion or a consent to or approval of any other action on the same or any subsequent occasion. Any and all rights and remedies which either party may have under this Lease or by operation of law, either at law or in equity, upon any breach, shall be distinct, separate and cumulative and shall not be deemed inconsistent with each other, and no one of them, whether exercised by said party or not, shall be deemed to be an exclusion of any other; and any two or more or all of such rights and remedies may be exercised at the same time. b. TIME IS OF THE ESSENCE. It is understood and agreed between the parties hereto that time is of the essence of this Lease, and as to all of the terms, conditions and provisions contained herein. Any time period herein described asten (10) days or more shall mean calendar days; less than ten (10) days shall mean business days. 11 c. AMENDMENT. This Lease may not be altered, changed, or amended, except by an instrument in writing, signed by the party against whom enforcement is sought. This Lease and any exhibits attached hereto shall constitute the entire agreement reached in all previous negotiations between the parties hereto and there are no other representations, agreements or understandings of any kind, either written or oral, except as specifically set forth herein. d. ESTOPPEL CERTIFICATES. At any time and from time to time, Landlord and Tenant each agree, upon request in writing from the other, to execute, acknowledge and deliver to the other or to any person designated by the other a statement in writing certifying that the Lease is unmodified and is in full force and effect, or if there have been modifications, that the same is in full force and effect as modified (stating the modifications), that the other party is not in default in the performance of its covenants hereunder, or if there have been such defaults, specifying the same, and the dates to which the rent and other charges have been paid. e. RECORDATION OF LEASE. Tenant, or anyone claiming under Tenant, shall not record this Lease or any memorandum thereof without the prior written consent of Landlord. Instead, Landlord may record a short form of memorandum (the "Memorandum") of this Lease. Within five (5) days of written request by Landlord, Tenant shall execute Landlord's Memorandum and promptly return same to Landlord. f. AUTHORITY. Landlord and Tenant duly certify that each possess the legal authority to enter into this Lease. A resolution, motion or similar action has been duly adopted as an official act of Tenant's governing body, authorizing the execution of this Lease, and identifying the official representative of Tenant to act in connection herewith and to provide such additional information as may be required by Landlord. In addition, Tenant warrants that it is not necessary for any other person, firm, corporation, or entity to join in the execution of this Lease to make Tenant's execution complete, appropriate and binding. g. SEVERABILITY. If any term or provision of this Lease or the application hereof to any person or circumstance shall, to any extent, be held invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Lease shall be valid and be enforced to the fullest extent permitted by law. h. CAPTIONS. The captions of the Sections or subsections of this Lease are for convenience only and are not a part of this Lease and do not in any way limit or amplify the terms and provisions of this Lease. The word "Landlord" and the pronouns referring thereto, shall mean, where the context so admits or requires, the persons, firm or corporation named herein as Landlord or the mortgagee in possession at any time, of the land and building comprising the Leased Premises. If there is more than one Landlord, the covenants of Landlord shall be the joint and several obligations of each of them, and if Landlord is a partnership, the covenants of Landlord shall be the joint and several obligations of each of the partners and the obligations of the firm. Any pronoun shall be read in the singular or plural and in such gender as the context may require. Except as in this Lease otherwise provided, the terms and provisions of this Lease shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Nothing contained herein shall be deemed or construed by the parties hereto nor by any third party as creating the relationship of principal and agent or of partnership or of a joint venture between the parties hereto, it being understood and agreed that neither any provision contained herein, nor 12 any acts of the parties hereto, shall be deemed to create any relationship between the parties hereto other than the relationship of Landlord and Tenant. i. BROKERAGE. No party has acted as, by or through a broker in the effectuation of this Agreement, except as set out hereinafter. j. ENTIRE AGREEMENT. This instrument contains the entire and only agreement between the parties, and no oral statements or representations or prior written matter not contained in this instrument shall have any force and effect. k. GOVERNING LAW. All matters pertaining to this agreement (including its interpretation, application, validity, performance and breach) in whatever jurisdiction action may be brought, shall be governed by, construed and enforced in accordance with the laws of the State of Florida. The parties herein waive trial by jury and agree to submit to the personal jurisdiction and venue of a court of subject matter jurisdiction located in Miami -Dade County, State of Florida. In the event that litigation results from or arises out of this Agreement or the performance thereof, the parties agree to reimburse the prevailing party's reasonable attorney's fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled. Remainder of this page left intentionally blank] IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized as of the day and year above written. LANDLORD: WITNESS: THE BLACK ARCHIVES, HISTORY AND By: RESEARCH FOUNDATION OF SOUTH FLORIDA, INC., a Florida non-profit corporation Print: By: By: Print: Timothy Barber Executive Director STATE OF FLORIDA ) SS COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this of ,2017, by Timothy Barber, Executive Director of THE BLACK ARCHIVES, HISTORY AND RESEARCH FOUNDATION OF SOUTH FLORIDA, INC., who is personally known to me [ ] or who has produced identification [ ]; type of identification produced Print or Stamp Name: Notary Public, State of Commission No.: 13 My Commission Expires: TENANT: WITNESS: SOUTHEAST OVERTOWN/PARK WEST By: COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created Print: pursuant to Section 163.356, Florida Statutes By: By: Print: Clarence E. Woods, III Executive Director STATE OF FLORIDA COUNTY OF MIAMI-DADE ) ) SS ) The foregoing instrument was acknowledged before me this of ,2017, by Clarence E. Woods, III, Executive Director of the Southeast Overtown/Park West Community Redevelopment Agency, who is personally known to me [ ] or who has produced identification [ ]; type of identification produced Print or Stamp Name: Notary Public, State of Commission No.: My Commission Expires: 14 ATTEST: By: Todd B. Hannon Clerk of the Board APPROVED AS TO FORM AND APPROVED AS TO INSURANCE LEGAL SUFFICIENCY: REQUIREMENTS: By: By: Renee A. Jadusingh, Esq. Ann -Marie Sharpe CRA Counsel Director of Risk Management EXHIBIT "A" LEASED PREMISES 15