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HomeMy WebLinkAbout25425AGREEMENT INFORMATION AGREEMENT NUMBER 25425 NAME/TYPE OF AGREEMENT ISLAND DISTRICT DEVELOPMENT QOZB, LLC DESCRIPTION LEASE AGREEMENT/3640-3648 GRAND AVENUE, MIAMI, FLORIDA 3313/F I L E ID: 17075/R-25-0002/MATTER ID: 24-3347 EFFECTIVE DATE February 7, 2025 ATTESTED BY TODD B. HANNON ATTESTED DATE 2/6/2025 DATE RECEIVED FROM ISSUING DEPT. 2/7/2025 NOTE DOCUSIGN AGREEMENT BY EMAIL ****************:F****-k***** ***kk**k9:*********k*********************k** LEASE AGREEMENT between ISLAND DISTRICT DEVELOPMENT QOZB, LLC (Landlord) and CITY OF MIAMI, A_MUINICIPAL COREORATION OF TBE STATE OF FLORIDA, BY AND THROUGH ITS CITY COMMISSION (City) 138357163.1 LEASE AGREEMENT THIS LEASE AGREEMENT, made and entered into this 7th day of February , 2025, by and between ISLAND DISTRICT DEVELOPMENT QOZB, LLC, a Florida Limited Liability Company, with a principal address of 3162 Commodore Plaza, Suite 2C, Miami, FL 33133, hereinafter referred to as "Landlord" and the CITY OF MIAMI, a municipal corporation of the State of Florida, by and through its City Commissioners, hereinafter referred to as "City". WITNESSETH: WHEREAS, Landlord is the owner of certain real property in Miami, Florida, located at 3640-3648 Grand Avenue, Miami, Florida 33133 (Folio No. 01-4121-007-4130), which property is legally described in Exhibit "A" attached hereto and by reference made a part hereof (the "Property"); and WHEREAS, the property is improved with retail office space (the "Building") and City desires to lease the Property as hereinafter defined for the purpose of establishing an office for District 2 City Commissioner; and WHEREAS, Landlord is willing to lease the Property to the City for the purposes hereinafter defined. NOW THEREFORE, in consideration of the rents, covenants, and agreements hereinafter reserved and contained on the part of the City to be observed and performed, the Landlord demises and leases to City, and the City rents from Landlord the Property/Premises as hereinafter defined upon the following terms and conditions: ARTICLE I BASIC LEASE PROVISIONS Section 1.01 Premises. The Premises subject to this Lease shall consist of the Property together with any improvements now existing or constructed hereinafter thereon. The Premises subject to this Lease shall consist of office space, consisting of approximately 1,108 net usable square feet of floor space in the Building identified as 3646 and depicted on the floor plan on Exhibit "B" attached hereto and by reference made a part hereof (the "Premises"). Section 1.02 Parking and Common Areas. The use and occupancy of the Premises by City shall include the exclusive right to use 4 parking space(s) as depicted on Exhibit "C", attached hereto and by reference made a part hereof, as well as non-exclusive use of the Building Common Areas (the "Common Areas"). Section 1.03 Length of Term and Effective Date. 138357163.1 Page 1 The term of this Lease shall commence on the date of full execution of this Lease (the "Effective Date") for a period of three (3) years thereafter (the "Term"), unless sooner terminated pursuant to the provisions of this Lease. Section 1.04 Option to Extend. City shall have the right and option, provided it is not then in default under this Lease, to extend the Term for two (2) successive one (1) year option period(s). City shall exercise such option(s) by providing Landlord with notice of such election within 180 days prior to the end of the then current term. All exercised options to extend shall be under the same terms and conditions and be made a part of the Term. Section 1.05 Termination for Convenience Intentionally Omitted. ARTICLE II RENT Section 2.01 Annual Rent. City shall pay Landlord for the use and occupancy of the Premises an annual gross rental of Fifty One Thousand Dollars and Zero Cents ($51,000.00) annual rent payable in equal monthly installments of Four Thousand Two Hundred and Fifty Dollars and Zero Cents ($4,250.00) per month payable on the first day of each month in advance ("Gross Rent"). This Lease is intended to be a "gross" Lease and City's obligations hereunder shall be limited to those specifically set forth herein. Section 2.02 Payment. All rent due hereunder shall be payable on or before the first day of each and every month of the Term of this Lease. If the Term hereof commences and/or expires on other than the first or last day of a calendar month, the Annual Rent payable for such month shall be prorated and paid on a per diem basis using a thirty (30) day month. City is a tax-exempt entity. No sales or use tax shall be included or charged with Annual Rent. Payment of Rent will be made upon the receipt of an invoice from Landlord mailed to the City of Miami, Finance Depaitnnent at 444 SW 2nd Avenue, 6th Floor, Miami, Florida 33130. Each monthly invoice must be received at least fifteen (15) days but not more than thirty (30) days in advance of the date payment is due. Payment will be mailed to Landlord at the address set forth in Section 15.04 of this Lease. Section 2.03 Adjustment to Annual Gross Rent. Commencing on the first anniversary of the of the Effective Date, and on the commencement of each subsequent one (1) year period thereafter during the Term of this Agreement (hereinafter referred to as an "Adjustment Date""), the annual Gross Rent shall be increased by four percent (4%). ARTICLE III CONDUCT OF BUSINESS AND USE OF PREMISES BY CITY Page 2 138357163.1 Section 3.01 Use of Premises. The Premises shall be used for the establishment and operation of administrative government office and related activities. City shall not use, permit, or suffer the use of the Premises for any other purpose whatsoever without the prior written consent of Landlord, which consent shall not be unreasonably withheld. City's obligations under this Lease are contingent upon such use of the Premises being in compliance with all applicable zoning laws, rules, and regulations affecting the Premises. Section 3.02 Conduct. City shall not commit waste upon the Premises, nor maintain, commit, or permit the maintenance or commission of a nuisance thereon, or use the Premises for any unlawful purpose. City acknowledges that its employees and the Premises shall, throughout the Term of this Lease, be in full compliance with all federal, state, City, and local statutes, laws, rules, and regulations respecting the use and occupancy of the Premises, provided City shall not be required to make alterations, additions, or improvements to the Building in order to conform therewith. Section 3.03 Hazardous Substances. City shall comply with all applicable Federal, State and local laws, regulations and ordinances protecting the environment and natural resources and regulating hazardous substances. Section 3.04 Surrender of Premises. Upon termination, expiration, or cancellation of this Lease, City, at its sole cost and expense, shall remove City's personal property and removable fixtures and equipment from the Premises, and shall surrender the Premises to the Landlord in the same condition as received, ordinary wear and tear and casualty damage excepted, clean and free of debris. Upon surrender of the Premises, title to any Alterations shall vest in Landlord. ARTICLE IV ALTERATION OF LEASED PREMISES Section 4.01 Landlord's Work. Landlord shall not be obligated or required to perfoixn any improvements whatsoever to the Property except as otherwise provided herein. Section 4.02 (a) City's Work. City shall be entitled to make alterations, improvements, or additions to the Premises in addition to those to be performed by Landlord, (hereinafter, collectively "Alterations") at its sole cost and expense. City agrees and acknowledges that all of City's Alterations installed on the Premises by City, whether pursuant to this Section or otherwise, shall be performed and accomplished solely for the benefit and convenience of City, and not for the benefit of Landlord, such Alterations being nevertheless subject to each and every provision of this Lease. Any Alterations to the Premises, the value of which exceeds Twenty -Five Thousand Dollars ($25,000), shall require the prior written approval of Landlord in each instance, which approval shall not be unreasonably withheld. City shall submit plans and specifications for all such Alterations to Landlord for Landlord's written approval prior to City commencing work on same. Landlord shall 138357163.1 Page 3 provide written response within thirty (30) days after receipt of request therefore by City, failing which Landlord shall be deemed to have consented to such plans and specifications. All work done by City in connection with any Alterations, repairs, and maintenance on the Premises shall be done in a good and workmanlike manner and in compliance with all applicable zoning and building codes. If Landlord consents to any Alterations and a building permit is required for such Alterations under applicable building codes, the consent shall be deemed conditioned upon Tenant acquiring a building permit from the applicable governmental agencies, furnishing a copy thereof to Landlord prior to the commencement of the work, and compliance by Tenant with all conditions of said permit in a prompt and expeditious manner. Tenant shall provide Landlord with as -built plans and specifications for any Alterations made to the Premises. (b) Construction Liens. Landlord and City shall comply with the Construction Lien Law, Florida Statutes Chapter 713, Part I, to the extent applicable to Landlord and City, in the construction of any improvements to the Premises and shall obtain a public construction performance bond in accordance with Florida Statutes section 255.05, if required by such statute. In the event a construction lien is filed against the Premises in connection with any work performed by or on behalf of the Landlord or City, the party performing such work shall promptly cause such lien to be removed from the Premises. ARTICLE V REPAIRS AND MAINTENANCE OF PREMISES Section 5.01 Responsibility of City. City shall maintain the following portions of the Premises in good repair and condition at City's sole cost and expense during the entire Term of this Lease: interior walls and partitions, interior painting, plumbing fixtures, electncal fixWliVAC maintenance and routine repaif(not including equipment replacement), exterior windows, floor coverings, doors, janitorial services, phone cable and TV. Notwithstanding the foregoing, City shall have no obligation to make modifications to the Premises required by law, nor have any responsibility for restoration of the Premises in the event of a casualty. Further, City shall have no obligation to repair any damage arising from any negligent or intentional act or omission of Landlord, its employees, agents, invitees, or any third parties. In the event that maintenance activity is required and is not specifically assigned in this Section 5.01 to the City, it shall be the responsibility of the Landlord. Section 5.02 Responsibility of Landlord. (a) Except as provided in Section 5.01 above, Landlord shall maintain the Premises and all portions thereof in good repair and tenable condition during the Term of this Lease, except in the case of damage arising from City's negligent or intentional acts or omissions. If the Landlord shall fail to promptly repair any item in the Premises required to be repaired by Landlord under this Lease within thirty (30) days of notice from City of the need for such repair, the City may complete such repairs and the Landlord shall reimburse City for all expenses incurred by City in doing so. Landlord shall be solely responsible for any equipment replacement (exclusive of City provided and owned equipment) required as a result of failure, age, or any other reason other than negligent or intentional acts of City. Page 4 138357163.1 (b) Landlord shall be responsible for all costs and expenses to ensure that the Premises adheres to the most current version of the American Society of Heating, Refrigeration and Air- conditioning Engineers' ("ASHRAE") Standards on ventilation for acceptable indoor air quality throughout the Term of this Lease. Should building sickness symptoms materialize subsequent to the Commencement Date, Landlord shall perform at its sole cost and expense necessary air quality and environmental testing of the heating, ventilation and air-conditioning ("HVAC") system servicing the Premises by a certified and licensed environmental company within thirty (30) days of the City's written notice of any adverse conditions, subject to the availability of such certified and licensed technicians. Landlord shall provide City with a copy of all such testing reports. If any such testing report reveals that the HVAC system fails to comply with the ASHRAE Standards and/or does not provide a healthy indoor air environment as required by applicable laws and regulations, Landlord shall remedy such non-compliance with due diligence at its sole cost and expense. If such non-compliance causes a portion or all of the Premises to be untenantable, all Rent due and payable for the untenantable area of the Premises shall abate until such portion of the Premises is brought into compliance. Section 5.03 Indemnification. (a) Landlord shall indemnify, defend and hold harmless the City and its officials, employees, and agents (collectively referred to as "Indemnitees") and each of them from and against all loss, costs, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of or in connection with (i) the negligent performance or non-performance of the terms of this Lease by Landlord or its employees or subcontractors (collectively referred to as "Landlord") which is directly caused, in whole or in part, by any act, omission, default or negligence of any of them, or (ii) the failure of the Landlord to conform to statutes, ordinances, or other regulations or requirements of any governmental authority; local, federal or state, in connection with the performance of this Lease, or (iii) liabilities which may be asserted by an employee or former employee of Landlord, or any of its subcontractors, as provided above, for which the Landlord's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. (b) City, and not Landlord, shall be responsible for personal injury and property damage, arising out of its possession and use of the Premises, to the extent atLiibutable to the negligent acts or omissions of City, and its officers, and employees. Nothing in this Lease shall be construed as an indemnity, duty to defend, or a waiver of sovereign immunity enjoyed by City, as provided in Section 768.28, Florida Statutes, as amended from time to time, or any other law providing limitations on claims. ARTICLE VI INSURANCE Section 6.01 Liability Insurance. City is self -insured subject to the limitations and provisions of Section 768.28 of the Florida Statutes. Landlord shall maintain at all times during the term of this agreement coverage on the building along with third party liability policies, including but not limited to umbrella liability and Page 5 138357163.1 other policies relevant to the Landlord's operations under this agreement. City shall be listed as an additional insured with regards to third party liability. Section 6.02 Personal Property. All of City's personal property placed or moved in the Premises shall be at the risk of the City or the owner thereof. Except as otherwise provided herein, Landlord shall not be liable for any damage to such personal property, except to the extent caused by the Landlord, its agents', or its employees' willful or negligent acts or omissions. Section 6.03 Insurance by Landlord. Landlord shall be responsible for any and all insurance and/or self-insurance coverage necessary to protect Landlord's interests in the Premises beyond those provided by the City in Sections 6.01 and 6.02 above. Landlord will provide the City with a certificate of insurance with respect to each required policy to be provided by the Landlord under this Section. The required certificates must be signed by the authorized representative of the Insurance Company shown on the certificate. Submit certificates of insurance to: City of Miami c/o Risk Management 444 S.W. 2nd Avenue Miami, FL 33130 Subsequently, Landlord shaliduring t e erm o e ease, an prior to each renewal thereof, provide such evidence in accordance with the terms of this lease. The certificate of insurance shall include a minimum thirty (30) day endeavor to notify due to cancellation or non - renewal of coverage. In the event coverage is cancelled or not renewed during the life of this Lease, Landlord shall furnish thirty (30) days prior to, but in no case later than the expiration of such insurance, a new certificate of insurance evidencing replacement coverage. ARTICLE VII DAMAGE OR DESTRUCTION OF PREMISES AND/OR CITY'S ALTERATIONS In the event the Premises shall be destroyed or so damaged or injured by fire or other casualty during the Term of this Lease, or any extension thereof, whereby the salve shall be rendered untenantable, in whole or in part, City or Landlord shall have the right to terminate this Lease upon written notice to the other within 60-days following such casualty, whereupon the parties shall be relieved of all further obligations hereunder occurring subsequent to the date of such casualty. In the event the City elects to terminate this Lease as provided in this Section, the Annual Rent payable hereunder shall be prorated to the date of the casualty. In the event that only a portion of the Premises is rendered untenable and neither the City nor the Landlord exercises its right to terminate this Lease due to any such casualty, Landlord shall promptly commence restoration of the Premises Page 6 138357163.1 and diligently pursue such restoration to completion using materials of like kind and quality or better. The rental due hereunder relating to the portion of the Premises rendered untenantable shall be abated from the date of such casualty until completion of such restoration. ARTICLE VIII UTILITIES AND SERVICES Landlord shall provide water, sewer, electricity, gas, and telephone utility service to the Premises boundary, at Landlord's sole cost and expense. Landlord shall be solely responsible for and promptly pay directly to the utility company or the provider of such service all charges or assessments for water, gas, electricity, trash collection and removal, and any other utility used or consumed by City. Landlord shall not be liable for an interruption or failure in the supply of such service to the Premises resulting from a failure of the utility company to provide service to the Premises. Notwithstanding the foregoing, City shall be responsible for and promptly pay when due directly to the utility company or service provider, all connection and service charges for any utilities separately metered and charged to and used or provided to City. ARTICLE IX ASSIGNMENT AND SUBLETTING City may not assign, mortgage, pledge, or encumber this Lease in whole or in part, nor sublet all or any portion of the Premises. Any sale or transfer of the Property or Premises or any portion thereof by Landlord shall be subject to the terms of this Lease. This Lease, upon Landlord's written a ec ion, s a 1 abject and subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation or security now or hereafter existing upon the Property and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof, provided the City is provided a standard non -disturbance agreement. ARTICLE X DEFAULT Section 10.01 Default by City. The occurrence of any one or more of the following shall constitute an Event of Default by City under this Lease: (i) failure by City to pay the Annual Rent within forty-five (45) days after receipt of notice from Landlord in accordance with the Florida Prompt Payment Act; (ii) failure by City to perform or observe any of the agreements, covenants, or conditions contained in this Lease on City's part to be performed or observed for more than thirty (30) days after notice from Landlord of such failure; (iii) City's vacating or abandoning the Premises; or (iv) City's leasehold estate being taken by execution, attachment, or process of law. If any Event of Default occurs, then, at any time thereafter while the Event of Default continues, Landlord shall have the right to give City notice that Landlord intends to terminate this Lease upon a specified date not less than thirty (30) days after the date that notice is received by City, and this Lease shall then expire on the date 138357163.1 Page 7 specified as if that date had been originally fixed as the expiration date of the Term of this Lease. If, however, the default is cured within such period, or within a reasonable period thereafter if the same cannot be cured within such period, and City undertake such cure within such period and the Landlord is so notified, this Lease will continue. Should Landlord terminate Tenant's right of possession of the Premises as provided above, then Tenant shall pay to Landlord all of the following, to the extent applicable: (i) any unpaid Rent and other charges to be paid by Tenant hereunder up to the date when Landlord shall have so terminated Tenant's right of possession, (ii) the reasonable costs of recovering possession of the Premises to the extent caused by City's failure to vacate within the timeframes set forth in this Lease, (iii) the reasonable costs incurred by Landlord in repairing and restoring the Premises to the condition which same were to have been surrendered to Landlord at the expiration of the Lease term to the condition required by this Lease; and (iv) the reasonable costs of removing any of Tenant's property from the Premises to the extent such property remains on the Premises beyond the timeframes peiiuitted in this Lease and, if same be stored, the reasonable cost of transporting and storing same (if Landlord shall store such property in the Building then Landlord shall be entitled to a reasonable storage fee hereunder). All of the foregoing shall be paid by City within the timeframes set forth in Section 218.74, Florida Statutes. Section 10.02 Default by Landlord. Landlord shall be in default of this Lease if Landlord shall fail to observe or perform any term, covenant, or condition of this Lease on the Landlord's part to be observed or performed, and the Landlord fails to remedy the same within thirty (30) days after notice from City. In the event the default is of such a nature that it cannot be reasonably cured within the foregoing thirty (30) day period, Landlord shall be entitled to a reasonable period of time under the circumstances in which to cure said default, provided that Landlord diligently proceeds with the curing of the default. In the event that the default is not cured by Landlord within the foregoing time period, City, at City's option, may either cure said default and Land rd shall reimburse City foal expenses incurred by City in doing so, or City may give to the Landlord a thirty (30) day notice specifying that the City intends to terminate this Lease. Upon receipt of said notice and expiration of the thirty (30) day period, this Lease and all obligations of City hereunder shall terminate and City shall thereupon be relieved of all further obligations hereunder. ARTICLE XI ACCESS BY LANDLORD Landlord and Landlord's agents and employees shall have the right to enter upon the Premises at all reasonable times to examine the same, and to make any repairs which may be required or permitted hereunder. Landlord shall provide City with twenty-four (24) hours advance notice prior to exercising such right, except that no notice shall be required in an emergency and Landlord shall exercise such right in a manner which minimizes the impact upon City's use of the Premises. 138357163.1 ARTICLE XII ANNUAL BUDGETARY FUNDING/CANCELLATION Page 8 This Lease and all obligations of City hereunder are subject to and contingent upon annual budgetary funding by the Board of City Commissioners of the City of Miami. Notwithstanding anything in this Lease to the contrary, either City or Landlord shall have the right to cancel this Lease for any reason upon one -hundred eighty (180) days prior written notice to the other, whereupon the parties shall be relieved of all further obligation hereunder, except City's obligation to pay Rent to the date of termination and City's obligation to comply with all terms of this Lease which survive termination. ARTICLE XIII QUIET ENJOYMENT Upon the observance and performance of all the covenants, terms, and conditions on City's part to be observed and performed, City shall peaceably and quietly hold and enjoy the Premises for the Term hereby demised and any extensions thereof without hindrance or interruption by Landlord or any other person or persons lawfully or equitably claiming by, through, or under the Landlord, subject, nevertheless, to the terms and conditions of this Lease. ARTICLE XIV CONDEMNATION If all or part of the Premises shall be taken, condemned or conveyed pursuant to agreement in lieu of condemnation for public or quasi public use, the entire compensation or award therefor, including any severance damages, shall be paid in accordance with Chapters 73, Florida Statutes. In addition, City may elect to terminate this Lease, in which event this Lease shall terminate effective as of the date title is vested in the condemning authority, whereupon the parties shall be relieved all further obligations occurring subsequent to the date of termination, other -than -those relating to apportionment of the compensation for such condemnation. In the event the City elects to terminate this Lease as provided in this Article, the Rent payable hereunder shall be prorated to the date of termination. City will be allowed no less than thirty (30) days' notice to remove its property from the Premises. ARTICLE XV MISCELLANEOUS Section 15.01 Waiver, Accord and Satisfaction. The waiver by Landlord of any default of any tern, condition, or covenant herein contained shall not be a waiver of such term, condition, or covenant, or any subsequent default of the same or any other term, condition, or covenant herein contained. The consent or approval by Landlord to or of any act by City requiring Landlord's consent or approval shall not be deemed to waive or render unnecessary Landlord's consent to or approval of any subsequent similar act by City. Section 15.02 Public Entity Crimes. As provided in Section 287.132-133, Florida Statutes, a person or affiliate who has been placed on the State of Florida convicted vendor list following a conviction for a public entity crime may not submit a bid for a period of thirty-six (36) months from the date of being placed on the 138357163.1 Page 9 convicted vendor list. By entering into this Lease or performing any work in furtherance hereof, Landlord certifies that it, its affiliates, suppliers, subcontractors and consultants who will perform hereunder, have not been placed on the convicted vendor list maintained by the State of Florida Department of Management Services within the thirty-six (36) months immediately preceding the effective date hereof. This notice is required by Section 287.133(3)(a), Florida Statutes. Section 15.03 Entire Agreement. This Lease and any Exhibits attached hereto constitute all agreements, conditions, and understandings between Landlord and City concerning the Premises. All representations, either oral or written, shall be deemed to be merged into this Lease. Except as herein otherwise provided, no subsequent alteration, waiver, change, or addition to this Lease shall be binding upon Landlord or City unless reduced to writing and signed by them. Section 15.04 Notices. All notices, consents, approvals, and elections (collectively, "notices") to be given or delivered by or to any party hereunder shall be in writing and shall be (as elected by the party giving such notice) hand delivered by messenger, courier service, or national overnight delivery service (provided in each case a receipt is obtained), telecopied, faxed, or emailed, or alternatively shall be sent by United States Certified Mail, with Return -Receipt Requested. The effective date of any notice shall be the date of delivery of the notice if by personal delivery, courier services, or national overnight delivery service, or on the date of transmission with confirmed answer back if telecopier, fax or email if transmitted before 5:00 p.m. on a business day and on the next business day if transmitted after 5:00 p.m. or on a non -business day, or if mailed, upon the date which the return receipt is signed or delivery is refused or the notice designated by the postal authorities as non - deliverable, as the case may be. The parties hereby designate the following addresses as the addresses to which notices may be delivered, and�elivery to such addresses shall consti:Me binding notice given to such party: (a) If to the Landlord at: ISLAND DISTRICT DEVELOPMENT QOZB, LLC 3162 COMMODORE PLAZA, SUITE 2C MIAMI, FL 33133 Email: savage@silverbluffre.com (b) If to the City at: Art Noriega V. City Manager City of Miami 444 SW 2" a Avenue, lOr'' Floor Miami, Florida 33130 Email: anoriega@miamigov.com 138357163.1 with a copy to: George K. Wysong III Page l0 City Attorney 444 S.W. 2" d Avenue, 6th Floor Miami, Florida 33130 Email: gwysong@miamigov.com Any party may from time to time change the address to which notice under this Lease shall be given such party, upon three (3) days prior written notice to the other parties. Section 15.05 Brokers' Commission. Each of the parties represents and warrants to the other that they have not dealt with any real estate salesperson, agent, finder, or broker in connection with this Lease. Section 15.06 Severability. If any term of this Lease, or the application thereof to any person or circumstances, shall to any extent be invalid or unenforceable, the remainder of this Lease, or the application of such term to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term of this Lease shall be valid and enforceable to the fullest extent permitted by law. Section 15.07 Captions. The captions in this Lease are included for convenience only and shall not be taken into consideration in any construction or interpretations of this Lease or any of its provisions. Section 15.08 Recording. City shall be entitled to record this Lease or a Memorandum of Lease in the public recorcN4f1raml- a e County for the purpose of providing public notice of City's interest in the Premises. Section 15.09 Waiver of Jury Trial. THE PARTIES HERETO WAIVE TRIAL BY JURY IN CONNECTION WITH PROCEEDINGS OR COUNTERCLAIMS BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER IN CONNECTION WITH THIS LEASE. Section 15.10 Governing Law; Venue; Attorney's Fees. This Lease shall be governed by the laws of the State of Florida. Any legal action necessary to enforce the Lease will be held in a State court of competent jurisdiction located in Miami -Dade County, Florida. No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity, by statute or otherwise. No single or partial exercise by any party of any right, power, or remedy hereunder shall preclude any other or further exercise thereof. Notwithstanding any language contained in this Lease to the contrary, each party shall be responsible for their own attorney's fees and costs arising out of any dispute between the Parties. Section 15.11 Time of Essence. 138357163.1 Page 11 Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. Section 15.12 Benefit and Binding Effect. This Lease shall be binding upon and inure to the benefit of the heirs, successors, legal representatives, and assigns of the parties hereto. Section 15.13 Radon. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from City's public health unit. Section 15.14 Non -Exclusivity of Remedies. No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power, or remedy hereunder shall preclude any other or further exercise thereof. Section 15.15 Non -Discrimination. Landlord agrees that no person shall, on the grounds of race, creed, color or national origin, in connection with employment, public accommodations, or real estate transactions, where applicable, be excluded from the benefits of, or be subjected to any form of discrimination under any activity conducted pursuant to this Lease. Section 15.16 Construction. No party shall be considered the author of this Lease since the parties hereto have participated in extensive negotiations and drafting and redrafting of this document to arrive at a final agreement. Thus, the terms of this Lease shall not be strictly construed against one party as opposed to the other party based upon who drafted it. In the event that any section, paragraph, sentence, clause, or provision hereof is held by a court of competent jurisdiction to be invalid, such shall not affect the remaining portions of this Lease and the same shall remain in full force and effect. Section 15.17 Incorporation by Reference. Exhibits attached hereto and referenced herein shall be deemed to be incorporated into this Lease by reference. Section 15.18 No Third Party Beneficiary. No provision of this Lease is intended to, or shall be construed to, create any third -party beneficiary or to provide any rights to any person or entity not a party to this Lease, including but not limited to any citizens of the City or employees of City or Landlord. Section 15.19 Effective Date of Lease. Page 12 138357163.1 This Lease is expressly contingent upon the approval of the Miami Board of City Commissioners, and shall become effective only when signed by all parties hereto. Section 15.20 Anti -Human Trafficking. Landlord confirms and certifies that neither it, nor any entity engaged by it in connection with this Lease, is in violation of Section 787.06, Florida Statutes, and that it does not and shall not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes. Landlord shall execute and submit to the City an Affidavit, of even date herewith, in compliance with Section 787.06(13), Florida Statutes, attached an incorporated herein as Exhibit D. If Landlord fails to comply with the terms of this subsection, the City may suspend or terminate this Lease immediately, without prior notice, and in no event shall the City be liable to Landlord for any additional compensation or for any consequential or incidental damages. Section 15.21 Public Records. Landlord understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City agreements, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable laws. Landlord shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keep and maintain public records that ordinarily and necessarily would be required by the City to perform this service; (2) if required, provide the public with access to public records on the same terms and conditions as the City would at the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from disclosure are not disclosed except as authorized by law; (4) meet all requirements for retaining public records and transfer, at no cost, to the City all public records in its possession upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from disclosure requirements; and, (5) provide all electronically stored public records that must be provided to the City in a format compatible with the City's information technology systems. Notwithstanding the foregoing, Contractor shall be permitted to retain any public records that make up part of its work product solely as required for archival purposes, as required by law, or to evidence compliance with the terms of the Agreement. SHOULD LANDLORD DETERMINE TO DISPUTE ANY PUBLIC ACCESS PROVISION REQUIRED BY FLORIDA STATUTES, THEN CONTRACTOR SHALL DO SO AT ITS OWN EXPENSE AND AT NO COST TO THE CITY. IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THE CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS@MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FLOOR, MIAMI, FL 33130. THE CONSULTANT MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS CONTRACT. Section 15.22 Electronic Signatures; Counterparts. This Lease may be executed in any number of counterparts, each of which so executed shall Page 13 138357163.1 be deemed to be an original, and such counterparts shall together constitute but one and the same Lease. The parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Page 14 138357163.1 IN WITNESS WHEREOF, Landlord and City have executed this Lease, or have caused the same to be executed, as of the day and year first above written. Witness Signature PrirltYitness Witness Signature Ed4 5-ctueefet7h. Print Witness Name The foregoing instrument prese ce or ❑ online, this 2fl cto G di/4 Le LANDLORD: ISLAND DISTRICT DEVELOPMENT QOZB, LL By: Title: (SEAL) m-et, was acknowledged before me, by means day of [toga r 1 , as ACiak f.e-< Xfad ad`fi'�rf%,�.ee(bf,.q�fQo Ya Florida corporation, on behalf f the corporation, conduct business in the State of Florida. Notary Pudic, State of Florida �fL /f dole Name of Notary Typed, Printed or Stamped Personally Known Type of Identification Produced r— v rt�,_ JOHN H HOLLY i;�sj 44;:-"s Notary Public - State of Florida +,p" Commission i NH 363300 MY Comm. Expires Apr 24, 2027 ionded through National Notary Assn. of physical 2025 by for authorized to 138357163.1 OR Produced Identification Page 15 WITNESSES: LDocuSigned by: � -VPti► ,~4,41- yl i.C4 34DA26FE476B4E9... Melissa Fernandez-Stiers Xikta ,, pe or print name] D Pam. �A�1„tl41 t f 66AA41 tl... Ofelia Perez [Witness type or +rin Y: ATTEST: —Docusigned by: TodC1 �n¢D DG�i4Sg..- B. Hannon, City Clerk STATE OF FLORIDA: CITY OF MIAMI: CITY OF MIAMI, A MUNICIPAL CORPORATION OF THE STATE OF FLORIDA DocuS[gned by: B 1 N 4 & -WtiC[.a ff�4 y 04D7 7�DCA41 �. Arthur NOr1ega V. City Manager Approved as to form: By DocuSigned by: [cord, wise ,11 I GeorgT.ysong III. City Attorney Matter 24-3347 The foregoing instru ent was acknowledged before me, by means of ❑ physical presence or ❑ online, this day of ceiVAG�►�� , 2025_ by k)c oSI ( de brociL - 6JiII1Ctri1 , City Manager of the Cit' of Miami, a municipal corporation of Florida on behalf of the City of Miami. t Notary Enb.1 Sta or &OLIVIA hit he Name of Notary Typed, Printed or Stamped Personally Known OR Produced Identification Type of Identification Produced Page 16 138357163.1 spa <' •. SANDRAGILBERT MY COMMISSION # HH 112572 EXPIRES: April 20, 2025 Bonded Thru Notary Public Underwiierr SCHEDULE OF EXHIBITS EXHIBIT "A" LEGAL DESCRIPTION OF THE PROPERTY EXHIBIT "B" FLOOR PLAN OF `BUILDING" EXHIBIT "C" PARKING SITE PLAN EXHIBIT "D" Intentionally Omitted EXHIBIT "E" ANTI -HUMAN TRAFFICKING AFFIDAVIT 138357163.1 EXHIBIT "A" LEGAL DESCRIPTION OF THE "PROPERTY" Lot 7 less the North 10 feet, Block 26, Amended Plat of the Frow Homestead, according to the plat thereof, as recorded in Plat Book B, Page 106 of the Public Records of Miami -Dade County, Florida. FROW HOMESTEAD PB B-106 LOT 7 LESS N1OFT FOR ST BLK 26 LOT SIZE 100.000 X 131 OR 19441-0406 1200 1 138357163.1 EXHIBIT "B" FLOOR PLAN OF "BUILDING" 3640 3644 3646 3648 GROSS GROSS GROSS GROSS AREA AREA AREA AREA 2,240 SQ.FT. 1,108 SQ.FT_ 1,108 SOFT. 1,279 SQ.FT. 3640-3648 GRAND AVENUE COCONUT GROVE, FL n S HH xlE1112E1221. NZ, BDnc BLOCK 25 iviiuiK M4ifdt 138357163.1 1,91.16 'a ,5u WAWA Q• A 138357163.1 5 L EXHIBIT "C" PARKING SITE PLAN ft. , 1:::..= -,..7 :•Cr 111hE4•1 I_ ) .' • ,1 :It FL E. 2R L l• F.S. IJ1103 CURNIEN , I:Ai Lne t r.,,, OF -4.11L1:1,1 • Fl..+:•"...-• EL II .12--' EL 1).' AT IH:E,HCLO; 5::rNukETE - ,sErizr NESS .ET 31417 1 #364043648 1 STORY BUILDING LOT 7 Li 1•,.:7;TE .?•7252 TO PA L T "eTAIELI TH-)uGli LT$ 0 6 FL., EL "AZ, 14T THIESICLO TEF nf BaL111.4-, EL "A :Jivi4EF C•• CATCH BAEIS-s. , BLOCK 26 AMENDED PLAT OF THE FROW HC4 PLAT BOOK BPAGE 1 7 FIXSE am), „sr' 1 _ LIOHT FOLE••\.. N83'5214-E n EXHIBIT "D" LANDLORD'S WORK Intentionally Omitted 138357163.1 EXHIBIT "E" ANTI -HUMAN TRAFFICKING AFFIDAVIT 1. The undersigned affirms, certifies, attests, and stipulates as follows: a. The entity/individual is a nongovernmental entity authorized to transact business in the State of Florida (hereinafter, "nongovernmental entity"). b. The nongovernmental entity is either executing, renewing, or extending a contract (including, but not limited to, any amendments, as applicable) with the City of Miami ("City") or one of its agencies, authorities, boards, trusts, or other City entity which constitutes a governmental entity as defined in Section 287.138(1), Florida Statutes (2024). c. The nongovernmental entity is not in violation of Section 787.06, Florida Statutes (2024), titled "Human Trafficking." d. The nongovernmental entity does not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes (2024). 2. Under penalties of perjury, pursuant to Section 92.525, Florida Statutes, 1 declare the following: a. 1 have read and understand the foregoing Anti -Human Trafficking Affidavit and that the facts, statements and representations provided in Section 1 are true and correct. b. I am an officer, a representative, or individual of the nongovernmental entity authorized to execute this Anti- uH man Trafficking Affidavit. FURTHER AFFIANT SAYETH NAUGHT. J ], Nongovernmental Entityflndividual: ( A n 1 V ,' 9 / i t, t �✓-e rt id'W e*? alx, Name: Ve ter- Cj &1 r ?''' Title: / - L ttt!t 31 G C o,t'n i o1Vra f 1a;ef Li, 7 -e ,2 I itaen / P4 3 r 3 Email Address: 94 ed ►1<P CR 5t1 4�ll Main Phone Number: 3 ©s r v ho-ll•t 47 Signature: Office Address: 138357163,1 AGENDA ITEM SUMMARY FORM File ID: #17075 Date: 12/26/2024 Commission Meeting Date: 01/23/2025 Requesting Department: Department of Real Estate and Asset Management Sponsored By: District Impacted: District 2 Type: Resolution Subject: Authorize - Lease Agreement - D2 Administrative Office Purpose of Item: A resolution of the Miami city commission, with attachment(s), authorizing the City manager to negotiate and execute a lease agreement ("Lease"), in a form acceptable to the City attorney, between the City and ISLAND DISTRICT DEVELOPMENT QOZB, LLC ("Landlord") for the use of portion of private property located 3646 Grand Ave, Miami, Florida 33133, for the purpose of operating an administrative office for District 2 with a monthly rent in the amount of four thousand two hundred and fifty dollars and zero cents ($4,250.00), a guarantee deposit of four thousand two hundred and fifty dollars and zero cents ($4,250.00), for an initial term of (3) three -years, with (2) two renewal options of (1) one year each, and a four percent (4%) increase on the annual rent, with terms and conditions as more specifically set forth in said lease agreement; further authorizing the City manager to negotiate and execute all necessary documents, including amendments and modifications to said agreement, in a form acceptable to the city attorney, as may be necessary. Background of Item: District 2 is seeking to lease a portion of privately owned property located at 3646 Grand Avenue, Miami, Florida 33133 ("Property") comprised of approximately 1,108 square feet of vacant retail office space ("Premises"). The intended use is to operate an administrative office. The total monthly rent amount is four thousand two hundred and fifty dollars and zero cents ($4,250.00). A guaranteed deposit of four thousand two hundred and fifty dollars and zero cents ($4,250.00) will also be payable to the Landlord. Subsequently, a four percent (4%) annual escalation in the base rent will be applied for every year during the initial term and each approved renewal term. Budget Impact Analysis Item is NOT Related to Revenue Item is an Expenditure Item is NOT funded by Bonds Total Fiscal Impact: Total Fiscal Impact: $ 51,000.00 General Account No: 54900 Reviewed By Department of Real Estate and Asset Management Review Completed 12/26/2024 1:51 PM Office of Management and Budget Office of Management and Budget Department of Risk Management City Manager's Office City Manager's Office Legislative Division City Manager's Office Office of the City Attorney Office of the City Attorney City Commission Pedro Lacret Marie Gouin Ann -Marie Sharpe Larry M. Spring Natasha Colebrook -Williams Valentin J Alvarez Arthur Noriega V Jacqueline Lorenzo George K. Wysong III Maricarmen Lopez Andrew Frey Department Head Budget Analyst Review Budget Review Risk Review Assistant City Manager Deputy City Manager Review Legislative Division Review City Manager Review ACA Review Approved Form and Correctness Meeting Completed 01/02/2025 11;19 AM Completed 01/02/2025 2:08 PM Completed 01/02/2025 2:11 PM Completed 01/13/2025 5:30 PM Completed 01/13/2025 7:40 PM Completed 01/13/2025 7:50 PM Completed 01/13/2025 9:16 PM Completed 01/13/2025 10:21 PM Completed 01/13/2025 10:32 PM Completed 01/23/2025 9:00 AM City of Miami Legislation Resolution Enactment Number: R-25-0002 Clty Hall 3500 Pan American Drive Miami, FL 33133 www.miamlgov.com File Number: 17075 Final Action Date:1/23/2025 A RESOLUTION OF THE MIAMI CITY COMMISSION AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE A LEASE AGREEMENT ("LEASE"), IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, BETWEEN THE CITY OF MIAMI ("CITY") AND ISLAND DISTRICT DEVELOPMENT QOZB, LLC ("LANDLORD"), FOR THE USE OF A PORTION OF PROPERTY LOCATED AT 3646 GRAND AVE, MIAMI, FLORIDA 33133 (FOLIO NO. 01-4121-007-4130), FOR THE PURPOSE OF OPERATING AN ADMINISTRATIVE OFFICE FOR DISTRICT 2, FOR AN ANNUAL RENT OF FIFTY ONE THOUSAND DOLLARS AND ZERO CENTS ($51,000.00), WITH A GUARANTEE DEPOSIT NOT TO EXCEED FOUR THOUSAND TWO HUNDRED FIFTY DOLLARS AND ZERO CENTS ($4,250.00), FOR AN INITIAL TERM OF THREE YEARS WITH TWO ONE-YEAR OPTIONS TO RENEW, SUBJECT TO A FOUR PERCENT (4%) INCREASE IN THE ANNUAL RENT, FROM LEGALLY AVAILABLE FUNDING SOURCES, WITH TERMS AND CONDITIONS AS MORE SPECIFICALLY SET FORTH IN SAID LEASE AGREEMENT; FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE ALL NECESSARY DOCUMENTS, INCLUDING AMENDMENTS AND MODIFICATIONS TO SAID AGREEMENT, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, AS MAY BE NECESSARY. WHEREAS, the City of Miami's ("City") Office of the District 2 Commissioner is interested in leasing privately owned property from Island District Development QOZB, LLC ("Landlord") for the use of an administrative office located at 3646 Grand Avenue, Miami, Florida 33133, identified by Folio No. 01-4121-007-4130 ("Property"); and WHEREAS, the City and Landlord desire and intend to enter into a new lease agreement incorporating the below -referenced terms ("Lease") and authorizing the City's use of the Property; WHEREAS, the annual rent will equal Fifty-one Thousand Dollars and Zero Cents ($51,000.00) for the first year; and WHEREAS, the initial term of the agreement shall be for a period of three (3) years, with the option to extend for two (2) successive one (1) year options; and WHEREAS, a guarantee deposit in an amount not to exceed Four Thousand, Two Hundred and Fifty Dollars and Zero Cents ($4,250.00), will also be payable to Landlord; and WHEREAS, a four percent (4%0) increase in the annual rent will be applied annually during the Term, including in connection with any exercised options to renew; and NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section f . The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated herein as if fully set forth in this Section. Section 2. The City Manager is hereby authorized' to negotiate and execute a Lease, in a form acceptable to the City Attorney, between the City and Landlord, for the use of a portion of the Property, for the purpose of operating an administrative office for District 2 for an annual rent of Fifty One Thousand Dollars and Zero Cents ($51,000.00), a guarantee deposit not to exceed Four Thousand, Two Hundred and Fifty Dollars and Zero Cents ($4,250.00) for an initial term of three years with two one-year options to renew, subject to a four percent (4%) increase in annual rent during the term, from legally available funding sources, with terms and conditions to be more specifically set forth in said Lease. Section 3. The City Manager is further authorized' to negotiate and execute all necessary documents, including amendments and modifications to said Lease, in a form acceptable to the City Attorney, as may be necessary. Section 4. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND CORRECTNESS: Wy ng III, C y or _y 111312025 ' The herein authorization is further subject to compliance with all legal requirements that may be imposed, including but not limited to those prescribed by applicable City Charter and City Code provisions. Olivera, Rosemary From: Alfonsin, Gabriela Sent: Friday, February 7, 2025 11:52 AM To: Hannon, Todd; Olivera, Rosemary; Ewan, Nicole Subject: New Lease Agreement D2 Office - 3646 Grand Avenue Attachments: Lease Agreement D2 Office.pdf Good morning, Please find attached a fully executed copy of an agreement from DocuSign that is to be considered an original agreement for your records. Thank you, Gabriela Alfonsin, MPA Lease Manager Department of Real Estate and Asset Management (DREAM) 14 NE 1st Avenue, 2"d Floor, Miami, FL 33132 Tel: 305-416-1461 1