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HomeMy WebLinkAbout26089AGREEMENT INFORMATION AGREEMENT NUMBER 26089 NAME/TYPE OF AGREEMENT OMNI CRA & FLORIDA FILM & TELEVISION CENTER, LLC DESCRIPTION AMENDMENT & LEASE TERMINATION AGREEMENT/AFFECTUATING THE TERMINATION OF THE LEASE EFFECTIVE DATE April 17, 2026 ATTESTED BY TODD B. HANNON ATTESTED DATE 4/17/2026 DATE RECEIVED FROM ISSUING DEPT. 4/21/2026 NOTE DOCUSIGN AGREEMENT BY EMAIL Amendment and Lease Termination Agreement This Amendment and Lease Termination Agreement ("Agreement") dated as of the 17th day of April, 2026 (the "Effective Date"), is entered into between the Omni Community Redevelopment Agency, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes, with principal address at 1401 N. Miami Avenue, Miami, Florida 33136 ("Landlord" or "Omni CRA") and Florida Film & Television Center, LLC, a Florida limited liability company with a principal address at 50 Northwest 14 Street, Miami, Florida 33136 ("Tenant"). The Landlord and Tenant may be individually referred to as a "Party" or collectively as the "Parties". RECITALS WHEREAS, the Omni CRA owns the property located at 50 Northwest 14 Street, Miami, Florida 33136 ("Property" or "Premises"); and WHEREAS, Omni CRA entered into a Lease Agreement ("Lease") with EUE/Screen Gems, Ltd, Inc. ("EUE"), as assigned to Tenant on May 6, 2014, for the Premises, as amended in Addendum to Lease Agreement dated March 10, 2015, a copy of which is attached hereto as Exhibit "A"; and WHEREAS, pursuant to Section 17.4 of the Lease, the Executive Director of the Omni CRA shall have the authority to make any modifications in writing to the Lease; and WHEREAS, Parties mutually agree to modify the following terms of the Lease, thereby effectuating a termination of the Lease to be effective April 30, 2026: NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and in consideration of other valuable considerations, the Parties covenant and agree as follows: 1. Incorporation of Recitals: The recitals and findings set forth above are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Amendment, 2. Section 2.2 Term, shall be amended to state the following: Term: The term of the Lease shall be for ten (10) years from the effective date. The Lease shall terminate on April 30, 2026. FInd a Gs (Landlord) 1 (Tenant) Page 1 of 10 3. Section 13.3 Tenant's Representations, Warranties and Covenants, shall be amended to include the following language: (e) Tenant hereby represents and warrants, as of the Effective Date, that: I. the person executing this Agreement on its behalf is duly authorized to execute and deliver this Agreement on its behalf; and II. the execution, delivery and performance of this Agreement has been duly authorized by all necessary action and does not violate its formation or management documents, or any contract, agreement, commitment, order, judgment, or decree to which it is a party or to which it or the Premises are bound; and 111. Tenant has not done, or suffered anything to be done, whereby the Premises have been encumbered in any way whatsoever, nor shall the Premises be in any way encumbered on the Surrender Date. 4. Section 17.1 Notices, shall be amended to the following effect Notices: Any notice provided for or permitted to be given hereunder must be in writing and may be given by (i) depositing same in the United States Mail, postage prepaid, registered or certified, with return receipt requested, addressed as set forth in this Section, (ii) depositing same with an overnight courier service which confirms delivery in writing, such as FedEx or UPS, or (iii) delivering the same to the party to be notified. Notice given in accordance herewith shall be effective upon receipt at the address of the addressee, as evidenced by the executed postal receipt or other receipt for delivery or one (1) business day after deposit with an acceptable overnight courier service. For purposes of notice the addresses of the parties hereto shall, until changed, be as follows: Landlord: Carlos I. Suarez Executive Director OMNI Redevelopment District Community Redevelopment Agency 1401 North Miami Avenue Miami, FL 33136 With a copy to: Page 2 of 10 US (Landlord) f: C _ (Tenant) George K. Wysong III City Attorney/General Counsel City of Miami/OMNI CRA 444 SW 2nd Avenue Suite 945 Miami, FL 33130 Tenant: Christopher Cooney Florida Film & Television Center, LLC 603 Greenwich Street NY, NY 10014 With a copy to: Aaron Resnick, Esq. Law Offices of Aaron Resnick, P.A. 100 Biscayne Boulevard Miami, FL 33132 The Parties hereto shall have the right from time to time to change their respective addresses for purposes of notice hereunder to any other location within the United States by giving a notice to such effect in accordance with the provisions of this Section. 5. Section 17.32 shall be added to include the following language: Indemnification: Without limitation of its obligations under the Lease, Tenant agrees to indemnify, release, hold harmless, and defend the Landlord from and against any and all claims, liabilities, losses, costs, damages, and expenses (including reasonable attorneys' fees, charges, and expenses in the enforcement of this indemnity) asserted against or suffered by the Landlord arising out of, related to, or caused by the breach or inaccuracy of any covenant, obligation, warranty, or representation under this Agreement by such party. The terms of this Section 4 shall survive the termination or earlier expiration of this Agreement or the Lease. 6. Surrender: Tenant hereby will surrender to Landlord, and its successors and assigns, as of 11:59 PM on April 30, 2026 ("Surrender Date") the Lease and the term and estate granted by the Lease, together with the Premises, so that the estate of Tenant in and to the Premises shall be wholly extinguished, and the term Page 3of10 CAS (Landlord) C-C- (Tenant) of the Lease shall expire on the Surrender Date, in the same manner and with the same effect as if the Surrender Date was the date set forth in the Lease for the expiration of the term of the Lease. 7. April Rent: Notwithstanding anything to the contrary contained herein, Tenant shall pay the rent due for April 2026 in accordance with the Lease, and the effectiveness of this Agreement, including the termination and releases set forth herein, is expressly conditioned upon Tenant's timely payment thereof. 8. Surviving Obligations: Nothing in this Agreement shall serve to diminish any obligations which are identified in the Lease as surviving expiration or earlier termination of the Lease. 9. Further Assurances: Each Party shall promptly execute, acknowledge, and deliver such further instruments, and take such further actions, as may be reasonably necessary and consistent with the terms of this Agreement to carry out and effectuate the intent and purpose of this Agreement. 10. Taxes and Assessments: Tenant shall be responsible for all Impositions, as such term is defined in the Lease, which may be imposed upon the Premises or upon the Omni CRA in connection with Tenant's use of the Premises through and including the Surrender Date, including as may be applicable any Impositions due in connection with the termination of the Lease. 11 Mutual Release: Except for (i) Tenant's right to the return of the Security Deposit in accordance with the Lease, (ii) Landlord's limited right to assert a claim regarding the physical condition of the Premises as provided below, and (iii) claims arising from a breach of this Agreement, the Parties, and their respective agents, volunteers, heirs, executors, administrators, successors, assigns, representatives, officials, agents, officers, or employees do hereby forever unconditionally and irrevocably mutually release, settle, acquit, remise, satisfy, and discharge the other Party, and any of the other Party's respective agents, heirs, executors, administrators, successors, assigns, representatives, officials, agents, volunteers, officers, or employees from any and all claims, liabilities, demands, and causes of action, liabilities, damages, costs, expenses, or obligations of any kind or nature whatsoever, with the exception of Impositions addressed in paragraph 10, known or unknown, fixed, unaccrued or contingent, which either Party may have or claim to have against the other Party and any of its agents, volunteers, heirs, executors, administrators, successors, assigns, representatives, officials, agents, officers, directors, managers, members or employees (and in the case of the OMNI CRA, including EUE) of any and ail claims, demands, actions, causes of action, Page 4 of 10 US (Landlord) GC (Tenant) FOS (Landlord) CC (Tenant) damages, expenses, or costs whatsoever, whether known or unknown, which either Party had, has, or may have. 12. Security Deposit Retum: Notwithstanding anything contained in the Lease to the contrary: (i) Tenant shall surrender the Premises on or before the Surrender Date in accordance herein; (ii) Landlord shall have thirty (30) days after Tenant's surrender of the Premises to deliver written notice of any claim against the Security Deposit relating solely to the physical condition of the Premises; (iii)Any such claim shall be limited to damages permitted under the Lease and actually existing as of the surrender of the Premises; (iv) Failure by Landlord to provide written notice within such thirty (30) day period shall constitute a complete waiver of any claim against the Security Deposit; (v) if no written claim is timely asserted, the Security Deposit shall be returned in full within twenty (20) business days thereafter. The Parties shall conduct a joint inspection of the Premises within five (5) days prior to the Surrender Date (at a mutually agreed to time and date). Any claim against the Security Deposit must specifically identify the alleged damage and the estimated cost of repair. Landlord acknowledges and agrees that all Improvements are and shall remain the property of Landlord, and Tenant shall have no obligation to remove, alter, or restore any Improvements upon surrender of the Premises. Tenant may, but shall not be obligated to, remove Tenant's Equipment in accordance with the Lease. Tenant shall only be responsible for repairing material damage directly caused by such removal, and shall not be responsible for ordinary wear and tear or pre-existing conditions. Landlord shall not be entitled to recover for (i) betterments, upgrades, or replacements exceeding the condition of the Premises as of the Effective Date, (ii) deferred maintenance, or (iii) conditions attributable to age, ordinary wear and tear, or pre-existing conditions. For the avoidance of doubt, Tenant shall have no obligation to (a) restore the Premises to any prior or original condition, (b) remove any Improvements, or (c) perform any capital, structural, or extraordinary repairs. If Landlord asserts a timely claim for less than the full amount of the Security Deposit, Landlord shall return the undisputed portion of the Security Deposit within the same twenty (20) business day period. If Landlord fails to timely return the Security Deposit, or any portion thereof, such amount shall accrue interest at the rate of one percent (1%) per annum from the date due until paid. Any dispute relating solely to the Security Deposit shall be subject to expedited resolution, with mediation to occur within thirty (30) days of written notice and, if unresolved, litigation to be advanced on an expedited basis, with each Party bearing its own costs and attorney's fees. 13, Dispute Resolution: In the event of any dispute, claim, or controversy arising out of or relating to this Agreement, the Lease, or the termination thereof (a "Dispute"), the Parties shall first attempt in good faith to resolve the Dispute through informal Page 5 of 10 negotiations between senior representatives of the Parties. If the Dispute is not resolved within fifteen (15) business days after written notice of the Dispute, the Parties shall submit the Dispute to non -binding Zoom mediation in Miami -Dade County, Florida, before a mutually agreed mediator. If the Dispute is not resolved within thirty (30) days after the mediator is appointed, either Party may pursue litigation. The Parties irrevocably agree that any litigation relating to this Agreement or the Lease shall be brought exclusively in the state courts located in Miami -Dade County, Florida (County Court or Circuit Court as applicable) and waive any objection to venue. 14. Miscellaneous: a. This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. b. The Parties hereby represent and warrant that each has had adequate opportunity to review this Agreement; has adequate information regarding the terms of this Agreement, and all other matters encompassed by this Agreement to make an informed and knowledgeable decision with regard to entering into this Agreement; has been given sufficient time and adequate opportunity to consult with independent legal counsel, financial advisors, accountants, consultants, and any other entities, professionals, or individuals each wishes to consult as to the terms of this Agreement, the scope and effect of the Agreement, and all other matters encompassed by this Agreement to make an informed and knowledgeable decision with regard to entering into this Agreement; and that each has independently and without reliance upon the countersigning Party made its own analysis and decision to enter into this Agreement. Each Party represents, certifies, and warrants that each has entered into this Agreement freely and voluntarily with no duress or coercion. Each Party hereto shall bear its own fees, including, but not limited to, attomeys' fees and costs in the negotiation, investigation, and execution of this Agreement. c. No Party hereto shall pursue, commence, file, prosecute, or participate in any claim, action, suit or proceeding against any other regarding any matters settled and released hereby. This Agreement is and shall be a bar to any such claim, action, suit or proceeding, and any Party to this Agreement may plead this Agreement as a Page 6 of 10 ps- (Landlord) C C-(Tenant) complete defense to any such claim, action, suit or proceeding brought in contravention of this Agreement; provided, however, that any Party hereto may commence an action to enforce this Agreement. d. Neither this Agreement, nor the discussions leading to it, nor any of its provisions, terms, or conditions, nor any of the facts or circumstances alleged in, or forming the basis of, any of the matters identified herein, is admissible for any purposes in any other action or proceeding involving the Parties except for any action necessary to enforce this Agreement. e. The Parties represent and warrant that neither has assigned or otherwise transferred, and will not assign or transfer, either in whole or in part, any claims or rights which either has, may have, or may in the future acquire against the other Party arising or in any way resulting from or relating to this Agreement. f. No provision of this Agreement, or of any documents delivered pursuant hereto, shall be construed against any Party, or its counsel, merely because such Party or counsel initially drafted such provision or document. The Parties agree that this Agreement has been negotiated and that it shall not be construed as if it had been prepared by one of the Parties, but rather as if all Parties have jointly prepared it for contract construction purposes. This Agreement shall be construed and enforced according to the laws of the State of Florida. Venue in any proceedings between the parties shall be in a court of competent jurisdiction in Miami -Dade County, Florida. Each party waives any defense, whether asserted by motion or pleading, that the aforementioned courts are an improper or inconvenient venue. The Parties irrevocably waive any rights to a jury trial. Each party shall bear its own attorney's fees and costs in any dispute arising out of or in connection with this Agreement. g_ The Parties shall not slander, disparage or make any negative public statements to the media about the other. The Parties for purposes of this paragraph shall be defined as the collective statement by the Board of Commissioners of the CRA, its Executive Director, and Tenant. Page 7 of 10 US (Landlord) Gr (Tenant) h. Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under applicable Federal, State, or local laws, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then the same shall be deemed severable, and in any event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. J- This Agreement constitutes the sole and entire agreement between the parties hereto. No modification or amendment hereto shall be valid unless in writing and executed by properly authorized representatives of the parties hereto. This Agreement and any amendments hereto may be executed in counterparts and all such counterparts taken together shall be deemed to constitute one and the same instrument, each of which shall be an original as against either party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on 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. 15. All other terms and conditions of the Lease shall remain in effect and unmodified. Signature Page on the Following Page Remainder of Page Intentionally Left Blank Page 8of10 [7 (Landlord) (Tenant) IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the Lease Agreement on the day and year first above written. L._. O V S C H A L Print Name Print Name Signed by: ATTEST: EE46D7560DCF1459... DocuSigned by: Todd B. Hannon Board Clerk APPROVED AS TO FORM AND CORRECTNESS L. (Landlord) (Tenant) TENANT: FLORIDA FILM & TELEVISION CENTER, LLC, a Florida Limited Liability Company C{ r2 4'4 CePc7R-05 Print Name and Title LANDLORD: OMNI COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes Signed by: r S (9A.A.Ltb S let/5 9C' 4' P CB. 24-1 "2-i Carlos I. Suarez Executive Director Page 9 of 10 -DocuSigned by: at.ovrq, ill(iso 111 Geo E EBsong III General Counsel XEA 24-620 FG5 (Landlord) & (Tenant) Page 10 of 10 Olivera, Rosemary From: De Los Santos, Jesly Sent: Tuesday, April 21, 2026 10:03 AM To: Hannon, Todd; Alban, Xavier E. Cc: Olivera, Rosemary; Ewan, Nicole; Gibbs-Sorey, Domini; Garcia, Aida; Basco, Nicholas; Jones, Kenya; Reinike-Heinemann, Evelyn Subject: FW: Completed with Docusign: (24-620) Amendment and Lease Termination Agreement - EUE Screen Gems Attachments: (24-620) Amendment an Lease Termination Agreement - Fully Executed.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. Best regards, Omni CRA Jesly De Los Santos Executive Assistant Omni Community Redevelopment Agency 1401 N. Miami Avenue, 2nd Floor (305) 679-6856 jdelossantos@miamigov.com From: DocuSign NA3 System <dse_NA3@docusign.net> Sent: Friday, April 17, 2026 6:04 PM To: De Los Santos, Jesly <JDeLosSantos@miamigov.com> Subject: Completed: Complete with Docusign: (24-620) Amendment and Lease Termination Agreement - EUE Screen Gems CAUTION: This is an email from an external source. Do not click links or open attachments unless you recognize the sender and know the content is safe. i All signers completed Complete with Docusign: (24-620) Amendment and Lease Termination Agreement - EUE Screen Gems ■ docusign Do Not Share This Email This email contains a secure link to Docusign. Please do not share this email, link, or access code with others. Alternate Signing Method Visit Docusign.com, click 'Access Documents', and enter the security code: 0F02405E00D68FF7821 DEAFF2B402B713 Copyright © 2026 Docusign, Inc. 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