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HomeMy WebLinkAbout23023AGREEMENT INFORMATION AGREEMENT NUMBER 23023 NAME/TYPE OF AGREEMENT DEPARTMENT OF OFF STREET PARKING A/K/A MIAMI PARKING AUTHORITY / LOFT DOWNTOWN CONDOMINIUM ASSOCIATION,INC DESCRIPTION AMENDED AND RESTATED LEASE AGREEMENT / EFFECTIVE DATE January 13, 2020 ATTESTED BY NO SIGNATURE REQUIRED ATTESTED DATE NO SIGNATURE REQUIRED DATE RECEIVED FROM ISSUING DEPT. 2/25/2020 NOTE c2,302_3 AMENDED AND RESTATED LEASE AGREEMENT THIS AMENDED AND RESTATED LEASE AGREEMENT (this "Amendment to Lease") is made and entered into this r)day of l 2020 ("Effective Date") by and between the Department of Off -Street Parkin k/a i Parking Authority ("MPA" or "Lessor"), an agency and instrumentality of the City of Miami ("City"), located at 40 Northwest 3rd Street, Suite 1103, Miami, Florida 33128 ("MPA"), and the Loft Downtown Condominium Association, Inc., a not for profit corporation registered and authorized to do business in the State of Florida, having its principal address at 234 Northeast 3rd Street, Suite 100, Miami, Florida 33132 ("Lessee"). The Lessor and Lessee shall collectively be referred to as the "Parties", and each may individually be referred to as a "Party". RECITALS WHEREAS, Lessor owns, maintains, and manages an existing parking garage more commonly known as the College Station Garage — G 3 located at 190 N.E. 3rd Street, Miami, Florida 33132, as more particularly described in Exhibit "A" ("Property"), attached hereto and made a part hereof for the purpose of leasing Spaces (as defined below) for a fair and agreed upon consideration, as more particularly described below; and WHEREAS, Lessor and 234 Tower LLC, a Florida limited liability company ("Original Lessee") entered into that certain Lease Agreement dated June 25, 2003 whereby Lessor agreed to lease certain parking spaces located upon the Property to Original Lessee ("Lease"); and WHEREAS, Lessor and Original Lessee entered into that certain Memorandum of Lease Agreement which was recorded on March 11, 2004 in Official Records Book 22113, Page 4654, of the Public Records of Miami -Dade County, Florida ("Memorandum"); and WHEREAS, Original Lessee assigned all of its rights, interest and obligations under the Lease to Lessee, which is the entity that operates the condominium association for the residential condominium building known as The Loft Downtown. Condominium located at 234 NE 3rd Street, Miami, Florida 33132 ("Project"); and WHEREAS, the Parties are desirous of amending and restating the Lease in its entirety pursuant to this Amendment to Lease. NOW, THEREFORE, in consideration of the mutual covenants herein contained, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows: ARTICLE 1— RECITALS; AMENDMENT 1.1 The foregoing recitals are true and correct and are hereby incorporated herein as if repeated at length. 1.2 This Amendment to Lease amends and restates the Lease in its entirety. Loft Downtown — Amendment to Lease (RCG) Page 1 of 13 ARTICLE 2 — TERM 2.1 This Amendment to Lease is for an initial term of five (5) years commencing on the Effective Date, unless sooner terminated as provided herein. In addition to the right to terminate this Amendment to Lease in the event of a default, which continues beyond all applicable notice and cure periods as provided in this Amendment to Lease, the Lessee and Lessor may at any time exercise, by mutual, written consent, a mutual decision to terminate this Amendment to Lease by executing a written instrument employing all the same formalities as were used in execution of this Amendment to Lease providing for such a termination upon such terms and conditions which are mutually acceptable to the Parties. Such a termination must, at minimum, include terms that provide for a reimbursement of all the immediate payment of any Rents (as defined below) due on a pro -rated basis through the date of termination, and current expenditures of the Lessor relative to this Amendment to Lease. Subject to the requirements set forth herein, in the event of execution by the Parties of such an instrument of termination, this Amendment to Lease shall be of no further operative force or effect and the Parties shall be released from all further obligations hereunder, except as may be otherwise provided in the instrument providing for such termination. Such termination will be effective not less than thirty (30) days following a written instrument signed by the Parties. A termination accomplished under this Section shall be without recourse by either Party, except as provided in such termination. 2.2 Provided that the Lessee is not in default (beyond all applicable notice and cure periods), the Lessee shall have the right to extend this Amendment to Lease for two (2) additional five (5) year periods on the same exact terms and conditions as provided herein, by Lessee providing written notice to the Lessor at least thirty (30) days before the expiration of the then applicable Term (as defined below). Failure to extend this Amendment to Lease due to a default by Lessee, which continues beyond all applicable notice and cure periods, shall be without recourse to either Party. 2.3 The initial Term, together with any extended Term, shall be referred to individually and collectively as the "Term." ARTICLE 3 — PARKING SPACES 3.1 Lessor hereby leases and makes available to the Lessee the non-exclusive use of two hundred thirty (230) unassigned parking spaces within the Property, on a first -come first -served basis, seven (7) days per week, twenty-four (24) hours per day ("Spaces"). These Spaces will be available for Lessee on the Effective Date and upon terms and conditions provided herein. 3.2 The use of Spaces shall be only for self -parking by Lessee's residents, agents, officers, and/or vendors. No other uses of the Spaces shall be allowed. The use of Spaces by Lessee shall comply with all applicable State of Florida, Miami -Dade County and City laws, ordinances, rules and regulations applicable to such use, as they may amended from time to time. ARTICLE 4 — RENT Loft Downtown — Amendment to Lease (RCG) Page 2 of 13 4.1 Rent for and during the initial Term (i.e., years 1 through 5) of this Amendment to Lease shall be Thirteen Thousand Eight Hundred Dollars ($13,800.00) per month, based upon two hundred thirty (230) Spaces. The payment of Rent shall commence upon the Effective Date of this Amendment to Lease (i.e. Sixty Dollars ($60.00) per Space). 4.2 In the event the Lessee elects to extend this Amendment to Lease in accordance with Section 2.2 above, the Rent for and during the first (1st) extended Term (i.e., years 6 through 10) of this Amendment to Lease shall be Sixteen Thousand One Hundred Dollars ($16,100.00) per month, based upon two hundred thirty (230) Spaces (i.e. Seventy Dollars ($70.00) per Space). 4.3 In the event the Lessee elects to extend this Amendment to Lease in accordance with Section 2.2 above, the Rent for and during the second (2nd) extended Term (i.e., years 11 through 15) of this Amendment to Lease shall be negotiated by Lessor, in good faith, to provide Lessee with a favorable rate of Rent. 4.4 The Rent amount payable during the initial Term, together with the Rent amount payable during the extended Term, shall be referred to individually and collectively as the "Rent." Rent is inclusive of applicable sales taxes and City surcharges. 4.5 Lessee shall be given a total of two hundred thirty (230) access cards or key fobs to allow access to Spaces by Lessee's residents. In addition to the payment of Rent, Lessee shall pay a non- refundable deposit of Twenty Dollars ($20.00) per access card or key fob provided to Lessee. Lessee shall also bear the cost of Twenty Dollars ($20.00) per access card or key fob claimed to be lost, stolen, or damaged. Lessee shall be responsible for the management and distribution of the two hundred thirty (230) access cards or key fobs to its residents. 4.6 All Rent shall be due and payable in advance at the office of the Lessor on the twenty-fifth (25th) day of the month immediately preceding the calendar month for which such Rent is to be applied, in legal tender of the United States. Rent or other sums due Lessor which are not paid within tdn (10) days following the date then due will automatically accrue interest at the rate of eighteen percent (18%) per annum until paid in full. Such interest payment shall be deemed to be additional Rent and it's acceptance by Lessor shall not be deemed to be a consent by Lessor to late payments, nor a waiver of Lessor's rights to insist upon timely payments at any time, nor a waiver of any remedies to which the Lessor is entitled to as a result of late payments. In the event Lessor institutes a civil action to collect Rent from the Lessee, or any authorized successor or assignee, Lessor shall be entitled to recover its court costs and a reasonable attorney's fee for its counsel in such a collection action. ARTICLE 5 — USE OF SPACES 5.1 Lessee shall use the Spaces solely for parking the personal vehicles of Lessee's residents. Lessee shall not use the Spaces for the storage of equipment or materials. The Lessee shall not store or permit hazardous or toxic materials in the Spaces or anywhere near the Property. Disabled vehicles, inoperable vehicles, or vehicles missing tires, windows or doors shall be promptly removed by the Lessee. In accordance with applicable laws and regulations, such vehicles may be subject to being towed at the owner's expense. Loft Downtown — Amendment to Lease (RCG) Page 3 of 13 5.2 Lessee shall not permit the permanent or long-term storage of vehicles of any kind in the Spaces. Permanent or long-term storage of vehicles shall mean the continuous storage of a vehicle in any space for thirty (30) or more consecutive days. Notwithstanding the foregoing, Lessor acknowledges and agrees that the Lessee's residents shall be permitted to leave their vehicles parked in the Property for periods in excess of thirty (30) days but not more than one hundred eighty (180) days, provided such residents provide prior written notice to the Lessor and obtain an appropriate special pass to be prominently displayed in the vehicle at a location clearly visible from the outside of the vehicle. 5.3 The Lessee will not make or permit unlawful, noxious, unsanitary, improper or offensive use of the Spaces, or permit the Spaces to be used in a manner which creates a nuisance, annoyance, or inconvenience, or causes damage to the Lessor or to nearby residents, the occupants of adjoining premises, or the neighborhood. ARTICLE 6 — ASSIGNMENT 6.1 The Lessee shall not sell, transfer, assign, sublease, or otherwise dispose of its interest in this Amendment to Lease or any portion thereof without securing the prior written consent of the Lessor, which consent may be reasonably or unreasonably withheld, refused or delayed. In order to approve of any assignment, the Lessor must first be subjectively satisfied in all respects after it makes inquiry, acting in due diligence, as to the proposed assignee. The form of assignment and assumption agreement must be pre -approved by the Lessor. Any proposed assignee representing Lessee's residents, as a condition precedent to seeking approval by the Lessor of an assignment, shall first have to submit a recent Florida C.P.A. issued financial statement or federal income tax return showing, in the subjective opinion of Lessor, adequate fiscal reserves and funds so as to enable it to meet its obligations; and sign an assignment/assumption assignment agreement affirming that the Assignee will comply with every duty and requirement of this Amendment to Lease in a form reasonably satisfactory to the Lessor before being considered for approval by the Lessor's Chief Executive Officer or its designee. In the event this Amendment to Lease is assigned, Lessee shall be released of any and all of its liabilities hereunder, except (a) for any Rent or other charges that are owed by Lessee to Lessor that accrued prior to the date of such assignment, and (b) as specifically set forth in such assignment. 6.2 The Lessee shall fully comply with all laws, statutes, ordinances, rules, orders, regulations and requirements of the federal, state, county and city governments applicable to its use hereunder, as such may be amended from time to time. ARTICLE 7 — INDEMNIFICATION 7.1 The Lessee shall indemnify, defend, save and hold harmless the Lessor, the City of Miami, and their respective agencies, departments, officers, directors, employees, agents, servants, successors, assigns and subsidiaries (collectively the "Indemnified Parties"), from and against any and all losses, liabilities, damages, penalties, fines, forfeitures, demands, claims, causes of action, suits, costs and expenses incidental thereto (including cost of defense and attorney's fees), which any of the Indemnified Parties may hereafter incur, be responsible for, or pay as a result of any and all liabilities associated with (i) Lessee's use of the Property; (ii) the performance or non - Loft Downtown — Amendment to Lease (RCG) Page 4 of 13 performance of this Amendment to Lease by Lessee; or (iii) Lessee's failure to comply with any of the provisions contained herein, or to conform to statutes, ordinances, or other regulations or requirements of any governmental authority, federal or state, in connection with the performance of this Amendment to Lease. In case any of the Indemnified Parties becomes a party to any litigation commenced against Lessee, then Lessee shall protect and hold the Indemnified Parties harmless and shall pay all costs, expenses, and reasonable attorneys' fees incurred or paid by any of the Indemnified Parties in connection with such litigation and any appeal thereof. The provisions of this paragraph shall survive the expiration or termination of this Amendment to Lease. 7.2 Lessee assumes all liability, and agrees to indemnify, defend, save and hold harmless (subject to any and all applicable federal, state or local laws regarding same), the Indemnified Parties for any and all claims, liabilities, costs and damages arising from any personal injury and any loss or damage (whether by theft, collision, fire or otherwise) whatsoever occurring to any vehicle, contents or persons located in, on or about the Property during the Term (or otherwise in connection with Lessee's use of the Property), and including, without limitation: (i) damage or injuries occasioned by mechanical failure, faulty brakes, any driver's failure to set brakes properly, and/or operation of any other vehicle; and (ii) loss of or damage to articles left in any vehicle. ARTICLE 8 — INSURANCE; DAMAGE OR DESTRUCTION; MAINTENANCE OF SPACES 8.1 Prior to the Effective Date, Lessee shall secure and maintain at its own expense, at least the following insurance coverage with insurance companies acceptable to Lessor with a "Best" rating of "A-1X" or better, for such length of time as is necessary to cover any and all claims arising in connection with this Amendment to Lease: 8.1.1 Worker's Compensation Insurance, including occupational diseases Coverage A with statutory limits, including 'All States' Employer's Liability Coverage B with statutory limits. If Lessee is exempt from the statutory requirement to provide Workers' Compensation Insurance, it must provide a copy of the state exemption certificate or a representation letter from Lessee's officer stating that it is exempt and will take full responsibility for any work -related injuries of its employees. Lessee, at its expense, shall cause its Worker's Compensation carrier to waive insurer's right of subrogation with respect to the Indemnified Parties, to the extent described herein. 8.1.2 Commercial General Liability Insurance written on the most current ISO occurrence form or broader including products liability, completed operations, blanket contractual liability, bodily injury, personal injury, broad form property damage, third party property damage, death, and other related harm and contain a cross -liability endorsement naming the Indemnified Parties. Indemnified Parties shall be named as additional insureds, with the following limits of liability: Each Occurrence - One Million Dollars ($1,000,000.00), General Aggregate - Two Million Dollars ($2,000,000.00). 8.1.3 An "all risk" property damage or umbrella insurance policy protecting the Indemnified Parties hereto, from loss or damage because of liability that may be incurred by them or is imposed on account of loss or damage sustained by others to their property. Loft Downtown — Amendment to Lease (RCG) Page 5 of 13 Such policy shall provide for a liability limit on account of each occurrence of not less than One Million Dollars ($1,000,000.00). 8.1.4 Commercial Automobile Liability Insurance insuring the ownership, maintenance, or use of any owned, non -owned, hired or borrowed automobile used in the performance of Lessee's or Lessee's agent's obligations under this Amendment to Lease, naming the Indemnified Parties as additional insureds, with the following minimum limits of liability: Bodily Injury and Property Damage Liability — Five Hundred Thousand Dollars ($500,000.00) CSL. 8.2 Copies of certificates of insurance naming the Indemnified Parties as Additional Insureds and/or loss payees as required above must be delivered by the Effective Date. Insurance coverage shall be in full force and effect throughout the Term of this Amendment to Lease. Each such certificate shall be signed by an authorized agent of the insurance company or insurance broker. All deductibles shall be the sole responsibility of Lessee and shall not apply to any of the Indemnified Parties. Lessor is under no obligation to request the delivery of such certificates of insurance. If Lessee fails to deliver said insurance certificate(s), Lessor's failure to demand delivery shall not be construed as a waiver of Lessee's obligation to provide the insurance coverage specified herein. The insurance required herein does not limit Lessee's liability to the Indemnified Parties with respect to this Amendment to Lease and the obligations of Lessee hereunder. 8.3 If the Property shall be damaged by fire or other casualty and Spaces are rendered unfit or unusable for the use and purpose for which this Amendment to Lease is granted, the Party who discovers any such fire or other casualty shall promptly notify the other Party of such damage and Lessor shall, at Lessor's option, within ten (10) Business Days (as defined below) of such notice, either (i) at its sole cost and expense proceed with reasonable diligence to rebuild and replace the Spaces to their former condition within the Property, or (ii) shall do its best effort to provide the Lessee with alternative Spaces within a reasonable distance of the Project. In the event the Lessor elects to reconstruct the Spaces within the Property, during the period of time that the Spaces are being rebuilt, repaired or replaced, Lessor shall do its best effort to provide the Lessee with alternative Spaces within a reasonable distance of the Project. Without limiting any remedy available to the Lessee in the event Lessor fails to comply with its obligations hereunder, Rent shall abate from the date of such fire or casualty and shall continue during the period of time the Lessor fails to provide the Spaces or alternative Spaces to Lessee. 8.4 If during the Term either the entire Property shall be taken as a result of the exercise of the power of eminent domain, or a portion of the Property shall be so taken such that the full number of Spaces are not available, the Lessor shall use its best efforts to provide the Lessee alternative Spaces within a reasonable distance of the Project. Without limiting any remedy available to the Lessee in the event Lessor fails to comply with its obligations hereunder, Rent shall abate from the date of such eminent domain and shall continue during the period of time the Lessor fails to provide the Spaces or alternative Spaces to Lessee. ARTICLE 9 — EVENTS OF DEFAULT Loft Downtown — Amendment to Lease (RCG) Page 6 of 13 9.1 There shall be an event of default by the Lessee if any one of the following occurs ("Event of Default"): 9.1.1 The Lessee fails to pay any Rent or other sum due the Lessor, including, without limitation, interest on late Rent as required herein, within thirty (30) days of the date due. 9.1.2 Subject to the time period afforded for curing monetary defaults in Section 9.1.1 above, the Lessee shall fail to perform or comply with any term or provision hereof or with any other agreement Lessee has with Lessor when such default is not cured within thirty (30) days after written notice thereof from the Lessor to the Lessee; provided, however, that in the event any such non -monetary default cannot be cured within such thirty (30) day period, Lessee shall have as much time as is commercially reasonably necessary to cure such non -monetary default on the condition that Lessee promptly acts to cure any such non -monetary default, and continues to diligently act to cure any such non -monetary default until such time as any such non -monetary default has been cured. 9.1.3 The Lessee fails to pay any charge, assessment, cost or levy under this Amendment to Lease within thirty (30) days following the later of (a) the date due, or (b) the date written notice of such charge, assessment, cost or levy under this Amendment to Lease has been delivered to Lessee by Lessor. 9.1.4 The Lessee becomes insolvent as that term is defined by State law or the Lessee has an assignment for the benefit of creditors made or the Lessee is adjudicated as bankrupt and does not assume this Amendment to Lease in bankruptcy within sixty (60) days of filing. 9.1.5 If the Lessee, or a successor condominium association of residents, or any approved assignee or successor in interest, is dissolved under the laws of the State of Florida. 9.2 If any Event of Default shall occur which is not cured within the time provided, in addition to all other remedies provided by law, the Lessor may re-enter and re -let the Spaces without relieving the Lessee of the obligation to pay any deficiency therein. For a monetary default the Lessor is entitled to cancel this Amendment to Lease and/or resort to its rights and remedies when any Event of Default is not fully cured to the satisfaction of the Lessor within thirty (30) days following the date the default notice was given. For any non -monetary default, the Lessor is entitled to cancel this Amendment to Lease and/or resort to its rights and remedies when after giving written notice of the default, as is provided herein, such default continues for a period of thirty (30) days after receipt of such notice; provided, however, that in the event any such non - monetary default cannot be cured within such thirty (30) day period, Lessee shall have as much time as is commercially reasonably necessary to cure such non -monetary default on the condition that Lessee promptly acts to cure any such non -monetary default, and continues to diligently act to cure any such non -monetary default until such time as any such non -monetary default has been cured. 9.3 No failure of the Lessor to exercise any power hereunder or to insist upon strict compliance by Lessee with any of its obligations hereunder and no custom or practice of the Parties at variance Loft Downtown — Amendment to Lease (RCG) Page 7 of 13 with the terms hereof shall constitute a waiver of Lessor's rights to demand exact compliance with the terms hereof. 9.4 In the event Lessor defaults of any of its terms, conditions, obligations and/or liabilities hereunder, Lessee shall provide written notice to Lessor of any such default, and Lessor shall have thirty (30) days after such notice to cure any such default; provided, however, that in the event any such non -monetary default cannot be cured within such thirty (30) day period, Lessee shall have as much time as is commercially reasonably necessary to cure such non -monetary default on the condition that Lessee promptly acts to cure any such non -monetary default, and continues to diligently act to cure any such non -monetary default until such time as any such non -monetary default has been cured. 9.5 No failure of the Lessee to exercise any power hereunder or to insist upon strict compliance by Lessor with any of its obligations hereunder and no custom or practice of the Parties at variance with the terms hereof shall constitute a waiver of Lessee's rights to demand exact compliance with the terms hereof. ARTICLE 10 - TERMINATION FOR CONVINIENCE 10.1 Either Party shall have the right to terminate this Amendment to Lease, in its sole discretion at any time for convenience, upon ninety (90) calendar days prior written notice to the other Party. In such event, Lessee shall continue to pay Lessor Rent until the effective date of termination. No Party shall be liable to the Other Party for any additional compensation, or for any consequential or incidental damages. ARTICLE 11— NOTICES 11.1 All notices, demands, correspondence and communications between the Lessor and Lessee shall be deemed sufficiently given upon actual receipt or refusal of delivery under the terms of this Amendment to Lease when delivered by personal service, email, overnight courier (i.e. FedEx, UPS), or dispatched by certified mail return receipt requested, addressed as follows: To Lessee: With copies to: To Lessor: Loft Downtown Condominium Association, Inc. c/o Property Manager 234 N.E. Third Street, Suite 100 Miami, Florida 33132 Goede, Adamczyk, DeBoest & Cross, PLLC Attn: Avi S. Tryson, Esq. 6609 Willow Park Drive, Second Floor Naples, Florida 34109. Alejandra Argudin, COO Miami Parking Authority 40 N.W. 3rd Avenue Loft Downtown — Amendment to Lease (RCG) Page 8 of 13 With copies to: Miami, Florida 33133 Aargudin@miamiparking.com City Attorney Office of the City Attorney City of Miami 444 S.W. 2nd Avenue Miami, Florida 33130 11.2 Either Party may at any time designate a different address and/or contact person by giving notice as provided above to the other Party. Such change of address notices shall be deemed given upon receipt by the addressee. 11.3 In the event there is a change of address and the moving Party fails to provide notice to the other Party, then notice sent as provided in this Article shall constitute adequate notice. ARTICLE 12 — PUBLIC RECORDS 12.1 Lessee understands that the Lessor is a public agency under Florida Law and that the public shall have access, at all reasonable times, to all documents and information pertaining to Lessor's agreements subject to the provisions, limitations and exemptions of Chapter 119, Florida Statutes, as amended from time to time, and hereby agrees to allow access as applicable by the Lessor and the public to all documents subject to disclosure under applicable law. Lessee's failure or refusal to comply with the provisions of this Section shall result in the immediate cancellation of this Amendment to Lease, and any extensions hereof, by the Lessor's contract administrator. ARTICLE 13 — MISCELLANEOUS PROVISIONS 13.1 Entire Agreement. This Amendment to Lease constitutes the entire agreement between the Parties hereto with, respect to the subject matter hereof, and there are no agreements, understandings, covenants,, conditions or undertakings, oral or written, expressed or implied, concerning such subject matter that are not merged herein. Specifically, the Parties agree that this Amendment to Lease shall supersede any contemporaneous or prior agreements, understandings, and representations, and that they are of no further force or effect. 13.2 Amendment. This Amendment to Lease shall not be amended, modified, revised or extended except by a written instrument setting forth such amendment, modification, revision or extension and signed by the Parties hereto. 13.3 Persons Bound; Gender. The benefits and obligations of this Amendment to Lease shall inure to and bind the respective heirs, personal representatives, successors and assigns . (if permitted) of the Parties hereto. Whenever used, the singular shall include the plural, the plural the singular, and the use of any gender shall include all genders. 13.4 Governing Law; Venue. This Amendment to Lease shall be governed by and construed in accordance with the laws of the State of Florida. Venue in any proceedings between the Parties Loft Downtown — Amendment to Lease (RCG) Page 9 of 13 shall lie exclusively in the Circuit Court of the Eleventh Judicial Circuit in and for Miami -Dade County, Florida, or the U.S. Southern District of Florida. 13.5 Dispute Resolution. The Parties shall resolve any disputes, controversies or claims between them arising out of this Amendment to Lease in accordance with `Resolution of Contract Disputes' under Section 18-105, City of Miami Code of Ordinances, as may be amended from time to time. 13.6 Taxes. The Lessor shall be responsible for payment of applicable sales taxes and City surcharges. Lessor shall be responsible for all other taxes, levies, impositions, fees or surcharges imposed by any governmental body including taxes on the leasehold interest created hereunder, if any, assessed on the Property and/or on any or all portions of the Spaces within the Property which are leased to the Lessee by the Lessor as a result of this Amendment to Lease, whether such taxes, levies, impositions fees or surcharges are imposed under present or future laws. The Lessee shall not be liable for any ad valorem tax which may lawfully be levied against any portion or part of the Property which operates as a public parking garage and which is not leased to the Lessee unless such tax is assessed against the Property solely as a result of this Amendment to Lease, in which event the Lessee shall be responsible for the payment of such ad valorem taxes (provided, however, that Lessee shall have the right to contest such taxes in the name of Lessor at Lessee's expense and the Lessor shall cooperate with Lessee and timely execute such documentation as may be required to contest the taxes). The Lessor agrees to promptly notify the Lessee in writing in the event the Property (or any portion thereof) is assessed ad valorem taxes and shall provide the Lessee with a copy of the tax assessment. Such ad valorem charges will be construed as additional Rent. Failure of the Lessee to pay any such charges within thirty (30) days of the date due will automatically be considered to be delinquent and shall entitle the Lessor to all remedies allowed by law for the nonpayment of Rent. 13.7 Independent Status. Except as specifically provided herein, nothing contained in this Amendment to Lease shall be construed to constitute a Party as agent for the other Party. Except as specifically provided herein, neither Party shall have the right to bind the other Party, transact any business in the other Party's name or on its behalf in any manner or form, or to make any promises or representations on behalf of the other Party. This Amendment to Lease shall not create a joint venture, partnership or any other affiliation or business relationship between the Parties. This Amendment to Lease is merely for the rental of parking spaces by the Lessor to the Lessee. 13.8 No waiver of Default. (a) Any failure by the Lessor at any time or from time to time to enforce and require the strict keeping and performance of any of the terms and conditions of this Amendment to Lease shall not constitute a waiver of any such terms and conditions at any future time and shall not prohibit the Lessor from insisting on the strict keeping and performance of such terms and conditions at any later time. No waiver by the Lessor shall be effective unless it is reduced to a writing signed by the Lessor. (b) Any failure by the Lessee at any time or from time to time to enforce and require the strict keeping and performance of any of the terms and conditions of this Amendment to Lease shall not constitute a waiver of any such terms and conditions at any future time and shall not prohibit the Lessee from insisting on the strict keeping and performance of such terms and conditions at any later time. No waiver by the Lessee shall be effective unless it is reduced to a writing signed by the Lessee. Loft Downtown — Amendment to Lease (RCG) Page 10 of 13 13.9 Waiver of Jury Trial. The Parties hereby knowingly, voluntarily, and intentionally waive any right they may have to a trial by jury in any litigation arising out of or in connection with this Amendment to Lease. The Parties acknowledge that this provision is a material inducement for Lessee and Lessor entering into this Amendment to Lease. 13.10 Severability. Should any provision, paragraph, sentence, word or phrase contained in this Amendment to Lease be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida, 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 same shall be deemed severable, and in either event, the remaining terms and provisions of this Amendment to Lease shall remain unmodified and in full force and effect or limitation of its use. 13.11 Captions. The captions or headings of the Sections and other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. 13.12 Third Party Beneficiaries. The Parties agree there are no third -party beneficiaries to this Amendment to Lease and that no third -party shall be entitled to assert a claim against either based on this Amendment to Lease. 13.13 No Joint Venture. This Amendment to Lease merely represents the relationship of a landlord and tenant between the Parties. This Amendment to Lease shall not be interpreted in any manner to imply a joint venture, partnership, common enterprise, or any other type of business affiliation between the Parties. 13.14 Amendment to Memorandum of Lease Agreement. This Amendment to Lease shall not be recorded, but an Amendment to Memorandum of Lease Agreement (the "Amendment to Memorandum") shall be executed simultaneously herewith and recorded by Lessee. Lessor acknowledges and agrees that its execution of the Amendment to Memorandum is material to Lessee entering into this Amendment to Lease, and by signing this Amendment to Lease, Lessor hereby agrees to execute the Amendment to Memorandum simultaneously with this Amendment to Lease and deliver same to Lessee. 13.15 No Discrimination. The Lessee represents and warrants that there shall be no unlawful discrimination as provided by federal, state or local law, in connection with the performance of this Amendment to Lease. 13.16 Sovereign Immunity. Nothing contained in this Amendment to Lease shall be construed, in any manner, to alter or waive the Lessor's or the City of Miami's sovereign immunity or extend the Indemnified Parties' liability beyond the limits established in Section 768.28, Florida Statutes, as amended from time to time. Loft Downtown — Amendment to Lease (RCG) Page 11 of 13 12.17 Attorney's Fees. In the event of any dispute arising under or related to this Amendment to Lease, each Party is responsible for its own attorney's fees, costs and expenses incurred at all judicial levels, including appeal, until such dispute is resolved with finality. 12.18 Counterparts. This Amendment to Lease may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same instrument. A fully executed copy of this Amendment to Lease shall be deemed an original for all purposes. 13.19 Effective Date. The "Effective Date" shall be the date last executed by the last of the Parties to execute this Amendment to Lease without amendment or deletion to this Amendment to Lease and its exhibits and delivered to the other Party. 13.20 Business Days. "Business Days" shall be defined as any day that is not a Saturday, Sunday or Federal legal holiday. 13.21 Time. It is understood and agreed between the Parties hereto that time is of the essence of this Amendment to Lease, and to all of the terms, conditions and provisions contained herein. 13.22 Force Majeure. For the purposes hereof, an "Event of Force Majeure" shall be defined as the occurrence of any of the following (to the extent the same is unforeseeable): Act of God, war, terrorism, civil commotion, Casualty, extreme weather conditions, labor difficulties, general shortages of labor, materials or equipment, government regulations or other causes beyond the reasonable control of such party, its agents, employees, contractors or subcontractors (other than causes related to such party's financial condition). To qualify as an Event of Force Majeure, the delayed party must have: (i) provided notice to the other party hereto of such Event of Force Majeure within a reasonable time after the occurrence of same; (ii) thereafter periodically kept the other party hereto fully advised by notice of such delays; and (iii) used commercially reasonable efforts and all due diligence to effect the required performance. 13.23 Interpretation of this Amendment to Lease. Each Party has cooperated in the drafting, negotiation and preparation of this Amendment to Lease. Hence, in any construction to be made of this Amendment to Lease, the same shall not be construed against either Party on the basis of that Party being the drafter of such language. [SIGNATURE PAGE FOLLOWS] Loft Downtown — Amendment to Lease (RCG) Page 12 of 13 IN WITNESS WHEREOF, the Parties have caused this Amendment to Lease to be executed by their respective and duly authorized officers the day and year first above written. ATTEST: Witness for the Lessee: Loft Downtown Condominium Association, Inc., a not for profit corporation, "Lessee": 09By: � By: Nan n MO,thI4t AT I EST: Witness for the MPA: APPROVED AS TO FORM AND CORRECTNESS: By: Department of Off -Street Parking d/b/a Miami Parking Authority, an agency and instrumentality of the City of Miami, "MPA": Bv• --42.../ rthur No‘,- vk. Chief Executive APPROVED REQUIRE NCE An r -Marie S r arpe, Ri'.k Manag ent Director Loft Downtown — Amendment to Lease (RCG) Page 13 of 13 LOFTDOW ACQRb® CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) 12/6/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Commercial Lines - (305) 443-4886 USI Insurance Services LLC 2601 South Bayshore Drive, Suite 1600 Coconut Grove, FL 33133 CT NAME: NAME: TAUSI Insurance Services PHONE 305-443-4886 FAX (A/C. No. Ext): (A/C, No): usl.com ADDREE-MAIL SS: Miagcerts@usi.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Philadelphia Indemnity Ins Co 18058 INSURED LOFT DOWNTOWN CONDOMINIUM C/O KW Property Management & Consulting 234 NE 3rd Street, Miami, FL 33132 INSURER B: See attached INSURER C: Federal Insurance Company 20281 INSURER D: Continental Casualty Company 20443 INSURERE: QBE Insurance Corporation 39217 INSURER F: Travelers Property Casualty Co of America 25674 COVERAGES CERTIFICATE NUMBER: 593697 REVISION NUMBER: See below THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTRINSD TYPE OF INSURANCE ADDL SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MMIDDIYYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY PHPK2066263 O 0 N.... N �� � 11/22/2019 V , t 11/22/2020 EACH OCCURRENCE $ 1,000,000 DAMAGE PREMISES (RENTED occurrence) $ 100,000 CLAIMS -MADE X OCCUR MED EXP (Any one person) $ 5,000 PERSONAL&ADVINJURY S 1,000,000 GEN'LAGGREGATE POLICY OTHER: LIMIT APPLIES JECT X PER: LOC GENERAL AGGREGATE S 2,000,000 PRODUCTS - COMP/OP AGG $H 2,000,000 SAUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS NON -OWNED AUTOS ONLY COMBINED SINGLE LIMIT (Ea accident) S BODILY INJURY (Per person) $ BODILY INJURY (Per accident) S PROPERTY DAMAGE (Per accident) S $ C x UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE G71618791 11/22/2019 11/22/2020 EACH OCCURRENCE S 25,000,000 AGGREGATE $ 25,000,000 DED RETENTION $ $ D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY �. / N ANYPROPRIETOR/PARTNERIEXECUTIVE F. OFFICER/MEMBEREXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/A WC425943666 12/7/2019 12/7/2020 STATUTE ERPER H E.L. EACH ACCIDENT $ 500,000 E.L. DISEASE - EA EMPLOYEE $ 500,000 E.L. DISEASE - POLICY LIMIT S 500,000 E F Property/Hazard Boiler/Machinery see attached BME1 — 8M415083 11/22/2019 11/22/2019 11/22/2020 11/22/2020 see attached $26,436,841 Deductible $2,500 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Unit Owner Name: N/A Address: 234 NE, 3rd Street, Miami, FL 33132 • Description: Certificate holder is named as additional insured under general liability policy. CERTIFICATE HOLDER CANCELLATION Miami Parking Authority 40 NW, 3rd Street, Suite 1103 Miami, FL 33128 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE The ACORD name and logo are registered marks of ACORD © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) 593697, : LOFTDOW LOFT DOWNTOWN CONDOMINIUM CRIME / EMPLOYEE DISHONESTY INSURANCE CARRIER: Federal Insurance Company POLICY NUMBER: 99832879 POLICY PERIOD: Effective Date: 11/22/2019 Limit: $ 1,000,000 Remark(s): Property manager is included under the policy Expiration Date: 11/22/2020 Excess Crime - Limit $800,000 - Hanover Insurance Company - Effective 11/22/19-20 - Policy #BDJD968830 DIRECTORS & OFFICERS LIABILITY INSURANCE CARRIER: Federal Insurance Company POLICY NUMBER: 99834731 POLICY PERIOD: Effective Date: 11/22/2019 Limit: $ 1,000,000 Expiration Date: 11/22/2020 LOFTDOW A')---""1 p® EVIDENCE OF PROPERTY INSURANCE DATE (MM/DD/YYYY) 12/6/2019 THIS EVIDENCE OF PROPERTY INSURANCE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE ADDITIONAL INTEREST NAMED BELOW. THIS EVIDENCE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS EVIDENCE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE ADDITIONAL INTEREST. AGENCY PHONE (A/C No Ext): Commercial Lines - (305) 443-4886 USI Insurance Services LLC 2601 South Bayshore Drive, Suite 1600 Coconut Grove, FL 33133 FAX (A/C. No): CODE: E-MAIL ADDRESS: SUB CODE: AGENCY CUSTOMER ID #: INSURED LOFT DOWNTOWN CONDOMINIUM C/O KW Property Management & Consulting 234 NE 3rd Street, Miami, FL 33132 COMPANY QBE Insurance Corporation LOAN NUMBER POLICY NUMBER QFW4579-13 EFFECTIVE DATE 11/22/2019 EXPIRATION DATE 11/22/2020 CONTINUED UNTIL TERMINATED IF CHECKED THIS REPLACES PRIOR EVIDENCE DATED: PROPERTY INFORMATION LOCATION/DESCRIPTION Bldg: 1 Location: 234 NE 3rd Street Miami, FL 33132 Total # Units: 197 THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS EVIDENCE OF PROPERTY INSURANCE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. COVERAGE INFORMATION PERILS INSURED BASIC BROAD SPECIAL COVERAGE / PERILS / FORMS AMOUNT OF INSURANCE DEDUCTIBLE see attached for coverage information. REMARKS (Including Special Conditions) Unit Owner Name: N/A Address: 234 NE, 3rd Street, Miami, FL 33132 Description: Certificate holder is named as additional insured under general liability policy. CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ADDITIONAL INTEREST NAME AND ADDRESS Miami Parking Authority 40 NW, 3rd Street, Suite 1103 Miami, FL 33128 ADDITIONAL INSURED MORTGAGEE LENDER'S LOSS PAYABLE I I LOSS PAYEE LOAN # AUTHORIZED REPRESENTATIVE ACORD 27 (2016/03) The ACORD name and logo are registered marks of ACORD 593697 © 1993-2016 ACORD CORPORATION. All rights reserved. PROPERTY/HAZARD INSURANCE CARRIER: POLICY NUMBER: POLICY PERIOD: Business Income: [ ] Blanket Limit Applies [ X ] Replacement Cost [ X ] Special [ ] Basic Remark(s): Agreed Value Endorsement Building Ordinance or Law - Coverage B&C Limit: $1,000,000 Bldg Location 1 234 NE 3rd Street Miami, FL 33132 SCHEDULE QBE Insurance Corporation QFW4579-13 Effective Date: 11 /22/2019 Extra Expense: Expiration Date: 11/22/2020 Limit Total # Units $ 26,158,686 197 Hurricane Ded 526,446 AOP Ded Coins % $ 2,500 N/A WINDSTORM INSURANCE CARRIER: QBE Insurance Corporation POLICY NUMBER: QFW4579-13 [ X ] Coverage Included in Property/Hazard Policy [ X ] See Property/Hazard Schedule for Locations & Limits [ X ] Replacement Cost EXCESS FLOOD Not Covered F ROPER7Y/HAZARD SCHEDULE a3oR3 INSURANCE CARRIER: POLICY NUMBER: POLICY PERIOD: Business Income: [ ] Blanket Limit Applies [ X ] Replacement Cost [ X ] Special [ ] Basic Remark(s): Agreed Value Endorsement Building Ordinance or Law - Coverage B&C Limit: $1,000,000 Bldg Location 1 234 NE 3rd Street Miami, FL 33132 WINDSTORM QBE Insurance Corporation QFW4579-13 Effective Date: 11/22/2019 Extra Expense: Expiration Date: 11/22/2020 Limit Total # Units $ 26,158,686 197 Hurricane Ded 526,446 AOP Ded Coins % $ 2,500 N/A INSURANCE CARRIER: QBE Insurance Corporation POLICY NUMBER: QFW4579-13 [ X ] Coverage Included in Property/Hazard Policy [ X ] See Property/Hazard Schedule for Locations & Limits [ X ] Replacement Cost EXCESS FLOOD Not Covered