HomeMy WebLinkAboutExhibitLEASE AGREEMENT
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THE CITY OF MIAMI
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MIAMI-DADE COUNTY
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13ETTER WAY OF MIAMI, INC.
FOR THE USE OF
BECKHAM HALL
TABLE OF CONTENTS
LEASE..._.......... ........ ................. ....... --................ ............. ....
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DESCRIPTION 8E9ROPERTD2S ....... ... ... --- ........ ----....... -... _............... ....
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PURP0S2....... ...--_............. ..................... ..... _...... _._._....... ... ---- ....... --_.5
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TERM--. ... _........ .............................................. ......... -............ _—..—__-_�
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0P,rIONI0EXTEND. ~.... --- .... ................... ----~..-..'_^._..-...^._........
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HOLDOVER ... -.............. ................. .................................. ..-.--_-_~---_--......
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CONTINUOUS DUTY T0OPERATE, ... ---- ......... ... _-._... ......... ......... ................
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REN] .. ...... ....... ........ _... .... _......... ... -....................................... ........ ._..-...... -'6
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UTILITIES ................... .............. -....... ................... ......... _-_-_-_--..._---....7
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TAXES OR ASSESSMENT ................................................... _...................
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10iDEFAULT.
_...—_-_-__--_....... ........ _—__--......... ............. -....... ....
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RIGHT T0CANCEL BYCITY ._---........... --- ---._...................... ............... _... _'V
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ASSIGNMENT AND SUBLETTING 0FLEASED PROPERTY ........... ......... --_........
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13.
SUCCESSORS AND ASSIGNS ......... .................................. ........ .-.---/9
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CONDITION AND MAINTENANCE 0FlIfEPROPERTIES ......... ................. ...............
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ALTERATIONS, ADDITIONS, REPAIRS 0RREPLACEMENTS ...... ~.~._-.~---'Al
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OWNERSHIP OF IMPROVEMENTS. ... -._-..... _......................... ................. .............
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VIOLATIONS, LIENS AND SECURITY INTERESTS ...... --.......... -...... --.............
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CITY'S RJGIITOFENTRY, _._______^...... ....... ............ ................... ._............
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SURRENDER 0l'PROPERTIEs............. ............ -..-............. --... _... ...... _...
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20.
INDEMNIFICATION .... ._._..-.._-__......... ----............. --_............ -........ .13
21.
%NS00LANCEl..~--_....... ___-__...__.__._.__._-___-_.--_...
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'NO LIABILITY FOR PERSONAL PROPERT-Y................................................. .......... ...
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23.
SAFETY. ...... ...------..~--_................ _-...... __--____--_....... _-.l4
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NOTICES. ... .---- .-....... —..._....... _-......... ---- .......... ............. --- ....... ._.-_.l4
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ADVERTISING ............... ........ --- ..... -_......... ... ............................. ......... _.-.._...15
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27. DEED RESTRICTIONS ............... ....... .-....... .~........ —........ ....... .... l6
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CONFLICT QFINTEREST. ........ ---...... ...... ____ ....... -_._._...._._...... .-.....l6
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..—.-........-'.-_--....... _~-.-............_.-.....
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30.
ADA ............ ...... ..... ... ...... _-........ .-...... ....... ........... ............... -....-...-...-..l7
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BUSINESS UTILIZATION........................ ---------.........
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32.
HAZARDOUS K1AJ[ERIALS._._...... ................ _........... ............................ ._........... ...
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53.
RADON GAS_. .......................... ............. ....... ................ _........--_-.-_........ ...
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34.
LITIGATION .... ... ........... .... _........ _-_-_........................ _-..............................
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35,
COURT COSTS AND ATTORNEY FEES. ............ ...... .--_----.--.--_--...
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36.
WAIVER OFJURY TRIAI�_... _.__-_.-_-_--------......... -........ .-........
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OF DEFA0LT..~........ ........ ........... ..._._-_.....-_._...... ..... _... .20
38.
TIME 0fBS6ENCE........ --_--------............................... ...............................
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39.
FORIU2RACIS..................... ............ ......... ............. ----_---...... ... ............ .....
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40.
AMENDMENTS AND _....... ........... _........ .....................................
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41.
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41 CAPIl0NS---__..... __.___-.................. ............................................................... 2U
43. ..._._... ._.._._-....... ....... .... ..... _....... —....... ........ -_.2I
44� CONSTRUCTION OF -_—_
45. COVENANTS BINDING .... ...-._.._._...__---.--..-...... ...._...... --..... --22
46. PUBLIC RECORDS ..... .-.-............. --............... ......... ....... ..........._......_.... .21
4I. ENTIRE AGREEM ENT__------_-------........... --_-............ ........... 22
Exhibits
~Al"^. ............ ^.--^^.^^^........ -^^^^-___ ...... ............................ ...... .......... 24
^lBm.,...^^........................... .......'...,.............. ^.... ....^^^..^.^....-.^^^._.^...... .�25
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LEASE A GREE"MENT
THIS LEASE AGREEMENT (hereinafter "Agreement") is made and
entered into this day of 20_, by and between The City of
Miami, a municipal corporation under the laws of the State of Florida, hereinafter called
the "City," and Miami -Dade County, a political subdivision of the State of Florida,
hereinafter called the "County"' and Better Way of Miami, I.nc,, a not-for-profit
corporation incorporated under the laws of the State of Florida, hereinafter called the
"Lessee,"
WITNESSETH:
WHEREAS, the City entered into a lease with the Lessee for the purpose of providing
transitional rental housing for very -low income individuals or families which are
homeless on a parcel of land ("Property") legally described in Exhibit "A".
WHEREAS, the current lease expires on December 11, 2016, and due to annual
project funding the lease needs to be extended in order for the programs offered by the
Lessee to receive funding.
WHEREAS, the City seeks to continue to lease and Lessee agrees to lease the
property, which is located at 800, 810 and 820 NW 28111 Street, Miami, FI, more
specifically described in exhibit A.
NOW THEREFORE, in consideration of the Properties and mutual covenants
hereinafter contained to be observed and performed, the Parties do hereby consent and
agree as follows:
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1. DESCRIPTION OF PROPERTY.
The City hereby leases unto the Lessee and the Lessee hereby leases from the
City, the properties located at 800, 810 and 820 NW 28'h Street in Miami, Florida,
together with the buildings, machinery and equipment thereto ("Property"), the location
of which is more specifically described in Exhibit A attached hereto.
2. PURPOSE.
'The Properties described in Section I above are to be used by the Lessee solely for
the purpose of providing transitional and supportive housing for very -low income
individuals and families who are disabled and/or homeless. Additionally tile 'Leased
Property shall be used for limited ancillary uses related to the furnishing of such housing
and services.
""ERM.
rERM.
The term of this Agreement shall be tor a period of fifteen (15) years, beginning
oil December 12, 2016 (the "Effective Date") and expiring on December 11, 2031, unless
sooner terminated as provided in Sections 10 and 11. Subject to the terms and conditions
contained herein, the Pat -ties hereto shall have the right to mutually agree for an extension
of this Agrectilent oil terms and conditions as are deemed appropriate.
4. OPTION TO EXTEND.
In the event the City find the Lessee mutually wish to extend this Agreement, this
Agreement may be extended for a maximum of two (2) additional -five (5) year terms
(hereinafter the "Additional, Term"), beyond the initial fifteen (15) year terin, Subject to
the same tern -is and conditions of this Agreement. If the Lessee desires to exercise its
option for an Additional Temi, the Lessee shall give the City written notice of its
intention to exercise the option a minimum of one hundred and eighty (i 80) days prior to
the expiration of the Agreement.
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Upon receipt of the written notice, the City Manager, in his/her sole discretion,
shall either extend the Agreement or reject the Additional Term within sixty (60) days of
receipt of notice.
5. HOLDOVER.
In the absence of any written agreement to the contrary, if the Lessee should
remain in occupancy of the Property after the expiration of the lease term, it shall so
remain as a tenant from month-to-month and the Rent shall be the same Rent as the last in
effect, lHther party may terminate the agreement upon expiration of the lease term by
providing 30 days written notice of termination, All other provisions of this Agreement
applicable to such tenancy shall remain in full force and effect.
6. CONTINUOUS DUTY TO OPERATE.
Except where the Properties are rendered untenable by reason of fire or other
casualty, the Lessee shall at all times during this Agreement (1) occupy the Property upon
the Effective Date; (i]) shall thereafter continuously conduct operations on the Properties
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in accordance with the terms of this Agreement and shall at all times keep the Properties
fully stocked with materials, trade fixtures and furnishings necessary to operate the
Properties. The Lessee shall have the obligation to fund all materials, trade fixtures and
furnishings necessary to operate the Property as housing.
7. RENT.
The Lessee shall. pay to the City a nominal, annual Rental Fee of One Dollar and
Zero Cents ($ 1.00) ("Rental Fee") to occupy and use the Property throughout the term of
this Lease Agreement. The first annual Rental Fee payment to be made by the Lessee shall
be on or prior to the Effective Date and on the first day of each Agreement Year
thereafter, For purposes of this Agreement, Agreement Year shall mean any period of
time consisting of twelve (1 2) consecutive calendar months con.1111encing on the Effective
Date and each anniversary thereafter. Payments shall be made payable to the "City of
Miarni" and shall be mailed to the "City of Miami, Department of Real Estate and Asset
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Management, 444 S.W, 2,3 1 Avenue, 3`1 floor, Miami, Florida 33130," Attention: Lease
Manager or at such other address as may be designated from tirne to time.
8. UTILITIES,
The Lessee shall pay for all utilities, including but not limited to, telephone,
electricity, fuel, gas, water, storm water fees, garbage and sewage disposal facilities used
by the Lessee during its, occupancy of the Properties, as well as all costs related to the
installation of any connections, lines aad/or equipment necessary.
9. TAXES OR ASSESSMENTS.
Any and all charges, taxes or assessments, levied against the Leased Property
and/or personal property of any kind shall be paid by the Lessee before any fine, penalty,
interest or costs is added for nonpayment. In the event the Lessee appeals all Assessment,
the Lessee shall immediately notify the City of its intention to appeal said Assessment
and. shall furnish and keep in effect a surety bond of a responsible and substantial surety
company reasonably acceptable to the City Manager, or his/her designee, or other security
reasonably satisfactory to the City Manager, or his/her designee, in an amount sufficient
to pay one hundred percent of the contested Assessment with all interest on it and costs
and expenses, including, reasonable attorneys' fees, to be incurred in connection with it.
10. DEFAULT
The occurrence of any one or more of the following events is deemed an "Event of
Default":
(a) If the Lessee del'aults in the due and punctual payment of any installment
of any Rent when due and payable in accordance with this Agreement, and such default
continues for more than thirty (30) days afler written notice that the sum is due;
(b) If either party defaults in the due performance or observance of any covenant
or condition or provision under this Agreement, other than the payi-nent of Rent, and such
default continues for more than thirty (30) days after written notice of the default fi-orn the
non -defaulting party, provided that if such default cannot be cured within thirty (30) days,
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the defaulting patty shall have a reasonable period of tirne (not to exceed one hundred and
eighty (1 0) days) to cure such default so long as the defaulting party commences the cure
within thirty (30) days and diligently prosecutes same to completion. If ally Event of
Default occurs, the party not at fault shall have the right to terminate this Agreement upon
thirty (30) days written notice.
(c) The waiver (either expressed or implied by law) by either patty of any default
of any tenti, condition or covenant herein contained shall not be a waiver of any
subsequent default of the same or any other term, condition or covenant herein contained.
No waiver made by either party with respect to performance, or manner or time thereof, of
any obligation of the other party or any condition to its own obligation under this
Agreement shall be considered as waiver of any rights of the party inaking the waiver with
respect to the particular obligations of the other party, or conditions to its own obligation,
beyond those expressly waived, and to the extent thereof, or a waiver in regard to any
other rights of the party making the waiver or in regard to any obligation of the other party.
No remedy conferred upon or reserved to the City or the Lessee shall be
considered exclusive of any other remedy, but shall be curnulative and shall be in addition
to every other remedy given under this Agreement or existing at law or in equity or by
statute; and every power and remedy given by this Agreement to the City or the Lessee
may be exercised from time to tirne and as often as occasion may arise or as may be
deemed expedient by the City or the Lessee. No delay or omission of City or Lessee to
exercise any right or power arising frown any default shall impair any right or power, nor
shall it be construed to be waiver of any default or any acquiescence in it.
For the purpose of any of" the provisions of this Agreement, neither the City
(including the City Manager) nor the Lessee, as the case m. ay be, shall be considered in
breach of or in default in any of' its obligations under this Agreement in the event of
unavoidable delay in the performance of any such obligations due to strikes, lockouts,
acts of God, inability to obtain labor or materials, or to settle insurance claims, due to
governmental restrictions, enemy action, civil commotion, fire, hurricane, flood, casualty,
or other similar causes beyond the reasonable control of a party (collectively
"Unavoidable Delay"), but not including such party's insolvency of financial condition, it
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being the purpose and intent of this Section that in the event of theoccurrence of any such
Unavoidable Delay the time or tirnes for the performance of the covenants and provisions
of this Agreement shall be extended for the period of Unavoidable Delay; provided,
however, that the party seeking the benefit of the provisions of this Section shall, within
thirty (30) days after such party shall have become aware of such Unavoidable Delay,
give written notice to the other party thereof of the cause or causes thereof and the time
anticipated to be delayed.
11. RIGHT TO CANCEL BY CITY.
The City reserves the right to cancel, terminate and declare this Agreement null
and void, relating to one or more or to all of the Proper -ties enumerated in Section I of
this Agreement by giving forty-five (45) days written notice to vacate, but only in the
event that Lessor determines that the Leased Property is needed for a specific public
purpose and provided that the Lessee be afforded the opportunity to be involved in some
capacity with the new public purpose of the property, and the City pays Lessee the
unarnortized cost of any improvements undertaken by Lessee upon the Property in
accordance with Section 15 hereof. The amortization period herein referenced shall be
based on a 10 year period but in no event shall it extend past the expiration oft re original
lease term, If the Termination of this Agreement is caused by a Default in accordance
with Section 10 hereof, the City will not be responsible for the cost of any improvements,
12. ASSIGNMENT AND StfBI_,ETTING OF LEASED PROPERTY
Lessee shall not, at any time daring the terra of this Agreement, sublet any part of
the Property, or assign this Agreement or any portion or part thereof, except and by virtue
of written authorization granted by the Miami City Commission, which sublease or
assigranent shall be conditioned upon the proposed sublessee's, or assignee's Compliance
with all City of Miami conflict of interest provisions and all applicable City Charter and
Code provisions.
It is understood that the building located at 810 NW 28th Street, Miami,, FL is
currently Subleased by Greater Miami Service Corps. Should they wish to continue
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subleasing the space with substantially the carne terms and conditions as the current
Sublease Agreement that commenced on May 1, 1992, the Lessee and the City shall
approve the Sublease Agreement. City Manager may approve the new sublease without
obtaining Miarni City Commission approval,
13. SUCCESSORS AND ASSIGNS
This Lease Agreement shall be binding upon the parties herein, their heirs,
executors, legal representatives, successors and assigns.
14. CONDITION AND MAINTENANCE OF THE PROPERTIES.
The Lessee accepts the Property in their "as is" present condition and state of
repair, without any representation by or on behalf of the City, and agrees that the City
shall, under no circurnstances, be liable for any latent, patent or other defects in the
Property,
The Lessee, at its sole cost and expense, agrees to maintain the interior and
exterior of the Property, including but not limited to, portions used for ingress and egress,
in good order and repair at all, times, and in attractive, clean, safe and sanitary conditions
during its use and occupancy of the Properties and shall cause no waste or injury thereto.
This shall include, but not be limited to, the parking areas utilized by the Lessee's motor
vehicles (if any), the plumbing and other pipes, all components of the heating, air
conditioning and ventilation systems, electrical systems, telephone, gas, public utility
systems and lines, parking surfaces, landscaping, fencing, windows, roof, paint and other
elements of the structure or structures on the Property. In the event that any portion of the
Property becomes obsolete or worn, out in use so that it can not properly perform its
function as intended, then the Lessee shall replace the same at its sole cost and expense.
The Lessee shall be responsible for any and all costs associated with the
inaintenarice, repair and housing operations at said Properties, including but not lirnited to
janitorial services and supplies, repair, maintenance, constnic�tioti/reliab�ilitatioii costs,
utilities, all occupational and other licenses necessary for the housing operations,
personnel, equipii-ient, utilities, security and insurance costs incurred for its operations.
15. ALTERATIONS,, ADDITIONS, REPAIRS OR
REPLACEMENTS.
Except in the event of an emergency, the Lessee shall not make any alterations,
additions, repairs or replacements required or permitted to be performed by Lessee unless
and until the Lessee shall have caused plans and specifications therefore to be prepared, at
Lessee's sole expense, by an architect or other duly qualified professional and shall do its
best efforts to have obtained the approval of the City Manager or his/her designee, within
thirty (30) days of the Lessee's request for same, which approval may be conditioned or
withheld for any or no reason whatsoever [if said alteration, repair or replacement does
not necessitate plans, than such turn -around of the City's approval will be within (1 4)
days]. In the event of an emergency, the Lessee may reasonably proceed to perforin such
emergency repair work and shall, immediately notify the City of such work.
The Lessee shall be solely responsible for applying and acquiring all necessary
peri -nits, including but not limited to, building permits, The Lessee shall be responsible
for all costs associated with any alterations including, but not limited to design,
construction, installation, and permitting costs.
All alterations, additions, repairs or replacements must comply with all statutes,
laws, ordinances and regulations of the State of Florida, Miami -lade County, the City of
Miami and any other agency that may have jurisdiction over the Property as it presently
exists and as may be amended hereafter, By the installation of any alterations, additions,
repairs or replacements, the City shall not be excluded from the Property,
16. OWNERSHIP OF IMPROVEMENTS.
As of the Effective Date and throughout the use period, title to the Property and
all improvements tbereon shall be vested in. the City. Furthermore, title to all alterations
made in or to the Properties, whether or not by or at the expense of Lessee, shall, unless
otherwise provided by written agreement, immediately upon their completion, become the
property of the City and shall remain and be surrendered with the Properties.
17. VIOLATIONS, LIENS AND SECURITY INTERESTS.
The Lessee, at its expense and with due diligence and dispatch, shall secure the
cancellation or discharge of or bond off same in the manner permitted by law, all notices
of violations arising from or otherwise in connection with Lessee's improvements or
operations in the Properties which shall be issued by any public authority having or
asserting jurisdiction. The Lessee shall promptly pay its contractors and material men for
all work and labor done at Lessee's request. Should any such lien be asserted or filed,
regardless of the validity of said liens or clairris, Lessee shall bond against or discharge
the same within fifteen (l S) calendar days of the filing of said encumbrance. In the event
the Lessee flails to remove or bond against said lien by paying the full amount claimed,
the Lessee shall pay the City, upon dernand, any amount paid Out by the City, including
City's costs, expenses and reasonable attorneys' fees.
III he Lessee further agrees to hold the City harmless from and to indemnify the
City against any and all claims of any contractor, subcontractor, material man, laborer or
any other third person with whom the Lessee has contracted or otherwise is found liable
for, in respect to the Property. Nothing contained in this Agreement shall be deemed,
construed or interpreted to imply any consent or agreement on the part of the City to
subject the City's interest or estate to any liability under any mechanic's or other lien
asserted by any contractor, subcontractor, material man or supplier thereof against any
pail of the Property or any of the irnproveinents thereon and each such contract shall
provide that the contractor niust insert a staternent in any subcontract or purchase order
that the contractor's contract so provides for waiver for lien and that the subcontractor,
material rnan and supplier agree to be bound by such provision.
18. CITY'S RIGHT OF ENTRY.
The Lessee shall permit the City and its agents, representatives, employees, and/or
designees of the City to enter into the Properties, based upon availability of the same, at
all reasonable times upon advance written notice for any reasonable purpose; provided,
however, that the City's rights tinder this Section shall not unreasonably interfere with the
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operation of the Properties or the performance of the Lessee's obligations under this
Agreement.
19. SURRENDER OF PROPERTIES,.
Upon the expiration or earlier termination of the Agreement, or the discontinuance
of one or more properties for use as housing facilities hereunder, the Lessee will
surrender the respective Property in good and a substantial state of repair, reasonable
wear and tear excepted, subject to the repair and maintenance obligations provided in
Section 14 herein. At the expiration of the lease, additional terills or at the discontinuance
in use of one or more of the Properties, ]eased herein, all fixtures and keys relating to any
or all of the subject Property or Properties revert back to the City.
20. INDEMNIFICATION.
J'o the extent authorized pursuant to §768.28, Fla. Stat., the Lessee shall
indemnify, hold han-mess and defend the City and County from and against any and all
claims, Suits, actions, damages or causes of action of whatever nature, tbr ally personal
injury, loss of life or damage to property sustained in or on the Property, by reason of or
as a result of Lessee's use or operations thereon, and from and against ally orders,
judgments or decrees which may be entered thereon, and from and against all costs,
attorney's fees, expenses and liabilities incurred in and about the defense of any such
claims and the investigation thereof; even if the claims, costs, liabilities, suits, actions,
damages or causes of action arise from the negligence or alleged negligence of the City or-
County,
rCounty, including any of its employees, agents or officials.
21. INSURANCE.
Lessee shall maintain throughout the term of this Lease and through any
extensions, renewals or holdover, the insurance listed in Exhibit B attached hereto.
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Lessee agrees to insure or self -insure their personal property and hereby waive all
rights to recovery for loss or damage by any means and waive all rights to recovery for
loss or damage by any means and waive all rights to recovery for loss and damage to such
property by any cause whatsoever. Lessee hereby waives all rights of subrogation against
the City under any policy or policies Lessee may carry or on property placed or moved on
the Property.
23. SAFETY.
The Lessee will allow City inspectors, agents or representatives the ability to
monitor its compliance with safety precautions as required by federal, state or local laws,
rules, regulations and ordinances, By performing these inspections, the City, its agents, or
representatives are not assuming any liability by virtue of these laws, rules, regulations,
and ordinances. Lessee shall have no recourse against the City, its agents, or
representatives from the occurrence, non-occurrence, or result of such inspection(,,,).
24. NOTICES.
All notices or other communications which may be given pursuant to this
Agreement shall be in writing and shall be deemed properly served if delivered by
personal service or by certified mail addressed to City and Lessee at the addresses
indicated herein or as the same may be changed from time to time. Such notice shall be
deemed given on the day on which personally served or if by certified mail, oil the fifth
day after being posted or the date of actual receipt, whichever is earlier.
To City:
City Manager
City of Miami
3500 Pan American Drive
Miami, Florida 33133
With Copies to:
City Attorney
To County:
County Mayor
Stephen P. Clark Center
111 NW 1" Street, Suite 291.0
Miami, Florida 33128-1 " 4
To Lessee:
Better Way of Miami, Inc.
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City of Miami
444 SW 2"d Avenue
Suite 945
Miami, Florida 33130
Director
Department of Real Estate and
Asset Management
City of Miami
444 SW 2 d Avenue, 3'd Floor
Miami, Florida 33130
25. ADVERTISING.
800 NW 281h Street
Miami, Florida
ATTN: President & CEO
The Lessee shall provide and the City shall reasonably allow signage that is in
accordance with Lessee's branding standards for signage at housing facilities. The Lessee
shall not permit any, signs, decoration, or advertising matter to be placed upon the
exterior of the Propel -ties without having first obtained the approval of the City's Director
of the Department of Real Estate and Asset Management or his/her designee, which
approval may be withheld for any or no reason, at his/her sole discretion. Lessee must
further obtain approval from all governmental authorities having jurisdiction, and must
comply with all applicable requirements set forth in the City of Miami Code and Zoning
Ordinance.
Upon the cancellation of this Agreement, Lessee shall, at its sole cost and
expense, remove any sign, decoration, advertising matter or other thing permitted
hereunder from the Property. If any part of the Properties is in any way damaged by the
removal of such items, said damage shall be repaired by Lessee at its sole cost and
expense. Should Lessee fail to repair any dainage caused to the Property within ten (10)
days after receipt of written notice from the City directing the required repairs, the City
shall cause the Property to be repaired at the sole cost and expense of Lessee. Lessee
shall pay the City the full cost of such repairs within five (5) days of receipt of an invoice
indicating the cost of such required repairs.
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MISCELLANEOUS
26. COMPLIANCE WITH FEDERAL, STATE ANI; LOCAL
LAWS.
The Lessee shall cotirply with all sanitary, health and public safety laws and
ordinances of the City, and all other applicable laws, ordinances and codes of federal,
state and local. governments as they apply to this Agreement, The Lessee shall comply
therewith as the same presently exist and as they may be amended hereafter.
This Agreement shall be governed by and construed in accordance with the laws
of the State of Florida, regardless of any conflict of law or other rules which Would
require the application of the laws of another jurisdiction.
27. DEED RESTRICTIONS
The County hereby agrees not to impose or enforce any deed restrictions rL�itining
with the land which may appear on the Deed of the Property for such a period of tirne
during which this Lease Agreement shall be in efl-,ect and not revoked in accordance with
the provisions contained herein. The County signs this Agreement solely in its capacity as
owner of the rcverter and reversionary interest contained in the Deed of the Property,
which Deed was granted from the County to the City on February 20, 1980', Nothing
contained in this Agreement shall restrict or govern the rights of the County when acting
in arty other capacity, including but not limited to when acting in its capacity as
sovereign, when exercising its police powers or powers to take by eminent domain,
and/or when acting in its capacity as an enforcement authority.
28. CONFLICT OF INTEREST
The Lessee is aware of the conflict of interest laws of the City of Miami, Florida
(Miami City Code Chapter 2, Article V), as amended, and agrees that it will fully Comply
in all respects, with the terms of'said laws and any -Future amendments thereto.
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To the best of their knowledge and belief, City and Lessee both state that no
person under their employ who presently exercises any functions or responsibilities in
connection with this Agreement has any personal financial interests, direct or indirect in
this Agreement, The Lessee further covenants that, in the performance of this Agreement,
no person or entity having such conflicting interest shall be utilized in respect to services
provided. hereunder. Any such conflict of interest(s) on the part of Lessee, its employees
or associated persons, or entities must be disclosed in writing to the City.
wisohMaeff"TI, 13MORP
No party shall discriminate as to race, color, religion, sex, national origin, age,
disability, or marital status in connection with its occupancy and/or use of the Properties
and improvements thereon. Lessee will use reasonable efforts so that minority applicants
are employed and that employees are fairly treated during employment without regard to
their sex, age, race, color, religion, ancestry, marital status, or national origin. Such
action may include, but not be limited to, the following: employment, upgrading,
dernotion. or transfer, recruitment or recruitment advertising, layoff or termination.
U0101AM
Lessee shall affirmatively cotriply with all applicable provisions of the Americans
with Disabilities Act ("ADA") in the course, of utilizing the Property, includingTitles I
and 11 of the ADA (regarding non-discrimination on the basis of disability) and all
applicable regulations, guidelines and standards.
31. MINORITY/WOMEN BUSINESS UTILIZATION.
The Lessee shall use its best efforts to purchase/contract fifty-one (51%) of its
annual goods and services requirements from Hispanic, Black and Women
businesses/Providers, registercd/certified with the City's Office of Minority/Women
Business Affairs. Such lists are available to the Provider at the City's Office of
Minority/Women Business Affairs.
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32. HAZARDOUS MATERIALS.
The Lessee shall, at its sole cost and expense, at all times and in all respects
comply with all federal, state and local laws, statutes, ordinances and regulations, rules,
rulings, policies, orders, administrative actions and administrative orders, including,
without limitation, any Hazardous Material Laws ("Hazardous Materials Laws") relating
to industrial hygiene, environmental protection or the use, storage, disposal or
transportation of any flammable explosives, toxic substances or other hazardous,
contaminated or polluting materials, substances, or wastes, including, without limitation,
any, "Hazardous Substances", "FlazardOUS Wastes", "Hazardous Materials" or "Toxic
Substances, under any such laws, ordinances or regulations (collectively "Hazardous
Materials").
The Lessee shall, at its sole cost and expense, procure, maintain in effect, and
comply with all conditions of any and all permits, licenses and other governmental and
regulatory approvals relating to the presence of Hazardous Materials within, on, under or
about, the Property required for the Lessee's use, or storage of, any Hazardous Materials
in or about the Property in conformity with all applicable Hazardous Materials Laws and
prudent industry practices regarding nuinagement of such Hazardous Materials. Upon
termination or expiration of this Agreement, the Lessee shall, at its sole cost and expense,
cause all Hazardous Materials,, including their storage devices, placed in or about the
Property 'by the Lessee or at the Lessee"s direction, to be removed from the Property and
transported for use, storage or disposal in accordance and compliance with all applicable
Hazardous Materials Laws.
The City acknowledges that it is not the intent of this Article to prohibit the
Lessee ftom operating in the Property fior the uses described in the Section of this
Agreement entitled "Purpose". 'Fhe Lessee may operate according to the custom of the
industry, so long as the: use or presence of Hazardous Materials is strictly and properly
monitored according to, and in compliance with, all applicable governmental
requirernents. The requirements of this Section of the Agreement shall survive the
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expiration or termination of this Agreement.
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 infoirnation regarding radon and radon testing nay be
obtained from. your county public health unit. Lessee may have all appropriately licensed
person test the Properties for radon. If the radon level exceeds acceptable EPA standards,
the Lessee may choose to reduce the radon level to, an acceptable EPA level.
34. 'LITIGATION.
Any dispute herein shall be resolved in the courts of Miami -Dade County, Florida.
The parties shall attempt to mediate any dispute without litigation. However, this is not
intended to establish mediation as a condition precedent before pursuing specific
performance, equitable or injunctive relief
35. COURT COSTS AND ATTORNEY FEES.
In the event it becomes necessary for the Landlord to institute legal proceedings to
enforce or interpret the provisions of this Lease, Tenant shall pay the I andlord's court
costs and attorney's fees as provided by Florida Statutes Section 57,105 through all, trial
and appellate levels,. Tenant acknowledges that Florida law provides for mutuality of
attorney's flees as a remedy in contract cases and specifically and irrevocable waives its
right to collect attorney's fccs from the Landlord under applicable laws, including
specifically, but not limited to Section 57.105, Florida Statutes. It is the express intent of
the parties hereto that in no event will the Landlord be required to pay Tenant's attorney's
fees and court costs for any action arising out of this Lease. In the event that Tenant's
waiver under this section is found to be invalid then Tenant agrees that the Landlord's
liability for t'enant's attorney's fees and court costs shall not exceed the sum of $1 WOO.
In the event that the waiver and limitations contained herein are fOLViid to be invalid, or
19
are otherwise not upheld, then the provisions of this Section shall become null and void
and each party shall be responsible for its own attorney's fees and costs,,
36. WAIVER OF JURY TRI AL.
The parties hereby knowingly, irrevocably, voluntarily and intentionally waive
any right either may have to a trial by Ajury in respect of any action, proceeding or
counterclaim based on this Agreement, or arising out of, under or in connection with this,
Agreement or any amendment or modification, of this Agreement, or any other agreement
executed by and between the parties in connection with this Agreement, or ally course of
conduct, course of dealing, statements (whether verbal or written) oi- actions of any party
hereto. This waiver of jury trial provision is a material inducement for the City and the
Lessee entering into the subject transaction.
37. NON -WAIVER OF DEFAULT
Any failure by the City at any time or from time to tirne to enforce and require the
strict keeping and perfon-nance of any of the terins or conditions of this Agreement shall
not constitute a waiver of any such terms or conditions at any future tirne and shall not
prevent the City frorn insisting on the strict keeping and performance of such terms or
conditions at any later time. No waiver of any right hereunder shall be effective unless in
writing and signed by the City.
Pilo I �Hffl PEI] 210419!01[ .
It is expressly agreed by the parties hereto that time is of the essence with respect
to this Agreement. If the final day of any period falls on a weekend or legal holiday, then
the final clay of said period or the date of performance shall be extended to the next
business day thereafter.
39. FURTHER ACTS.
In addition to the acts and deeds recited herein and contemplated to be performed,
executed and/or delivered by the parties, the parties each agree to perforin, execute and/or
20
deliver or cause: to be performed any and all such further acts, deeds and assurances as,
may be necessary to consurn.n.-iate the transactions contemplated hereby.
40. AMENDMENTS AND MODIFICATIONS.
No amendments or modifications to this Agreement shall be binding on either-
party
ither
party unless in writing, signed by both parties and approved by the City Manager, Lessee
and County Mayor or his/her designee. The City Manager, is authorized to make non -
substantive amendments or modifications to this Agreement as needed, including
extensions to this Agreement beyond the initial lease term conternplated in Section 4
herein.
41. SEVERABILITY.
In the event any section, clause or sentence of this Agreement or any future
amendment is declared invalid by a court of competent jurisdiction, such section, clause
or sentence shall be stricken fron) the subject Agreement and the balance of the
Agreement shall not be affected by the deletion thereof.
42. CAPTIONS.
Title and section headings are for convenient reference: and are not a part of
this Agreement.
43. INTERPRETATION.
This Agreement is the result of negotiations between the parties and has been
typed/printed by one party for the convenience of both parties. Should the provisions of
this Agreement require judicial or arbitral interpretation, it is agreed that the judicial or
arbitral body interpreting or construing the same shall not apply the assumption that the
terns hereof shall be more strictly construed against one party by reason of the rule of
construction nor that an instrument is to be construed more strictly against the party
which itself or through its agents prepared same, it being agreed that the agents of both
parties have equally participated in the preparation of this Agreement.
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44. CONSTRUCTION OF AGREEMENT.
`This Agreement shall be construed and enforced according to the laws of the State
of Florida.
45. COVENANTS BINDING.
All covenants and agreements contained herein shall be binding Upon and inure to
the benefit of the heirs, CXeCUtors, administrators, legal representatives, successors and
assigns of the Parties; provided that, the Lessee shall not sublet in whole or in part, nor
assign this lease or any part of it, nor grant any concession on the premises, without
having first obtained the written authorization of the City Manager of the City, which
approval may be conditioned or withheld in the City Manager's sole discretion.
46. Public Records
Lessee understands that the public shall have access, at all reasonable times, to
City contracts, 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 Linder
applicable law,
47. ENTIRE AGREEMENT.
This instrument and, its attachments constitute the sole and only Agreement of the
parties hereto and correctly Sets forth the rights, duties and obligations of each to the other
as of its date. Any prior agreements, promises, negotiations or representations not
expressly wt forth in this Agi-eenient are of no force or effect.
Each of the parties hereto acknowledges it is duly authorized to enter into this
Agreement and that the signatories below are duly authorized to CXeCLIte this Agreement
on behalf of the respective parties to this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
of the day and year first above written.
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CITY OF MIAMI, a municipal
Corporation of the State of Florida.
Daniel J. Alfonso
City Manager
ATTEST:
By:
Todd B. Hannon
City Clerk
MIAMI-DADE COUNTY, apolitical
Subdivision of the State of Florida.
M
Carlos A. Gimenez
County Mayor
ATTEST:
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Harvey Ruvin
Clerk of the Court
Approved as to Form and Correctness: LESSEE
corporation
By:
Victoria M6ndez
City Attorney
Approved as to Insurance Requirements:
By:
Ann -Marie Sharpe, Director
Department of Risk Management
Better Way of Miami, Inc., a not for profit
of the State of Florida
By:
Michael Festinger
President & CEO
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EXHIBIT A. LEGAL DESCRIPTION OF PROPERTIES
A portion of Tract "A" of DADE COUNTY YOU717H HALL TRACT, according to the
plat thereof recorded in Plat Book 62 at Page 96 of the Public Records of Dade County,
Florida, being more particularly described as follows:
Begin at the point of intersection of the East line of the West 201.43 feet of said Tract
"A" with the NORTH fine of said Tract "A"'; thence run S 4)11'22'31" W for a distance of
239.82 feet; thence run N 89'15'23" E for a distance of 70.48 feet; thence run N
89'4,0'02" E for a distance of 51.74 t'ect, thence run S 75'49'19" E for a distance of 9,80
feet; thence run S 71 '28'25" E for a distance of 19.83 feet; thence run S 89"53'33" E for
a distance of 159.80 feet; thence run NORTH for a distance of 31.40 feet; thence run N
52°15" 11 µ5" E for a distance of 43.13 feet; thence run EAST for a distance of 77.69 feet
to theoint of intersection with the East line of said Tract "A"; thence run NORTH,
p .1
along the East line of said Tract "A," for a distance of 164.80 feet to the point of
curvature of a circular curve to the left; thence I'Llne Northwesterly along the arc of said
circular curve to the left, having a radius of 25.00 feet, through a central angle of
90'00'00"', for an arc distance of 39.27 feet to the point of tangency with the North line of
said Tract "A"; thence run WEST along the North line of said 'Tract "A," for a distance of
395.53 feet to the POINT OF BEGINNING,
Containing 2.226 Acres, more or less,
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nFA-UMMI
Lessee's Insurance Requirements
1. Connnercial General Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $1,000,000
General Aggregate Limit $2,000,000
Personal and Adv. Injury s 1,000,000
Product s/Completed Operations $ 1,000,000
Damage to Rented Premises $10000
B. Endorsements Required
City of Miami & Miami Dade County listed as additional insured
Contingent & Contractual Liability
Premises and Operations Liability
Primary and Non, Contributory
11, Business Automobile Liability
A. Limits of Liability
Bodily 11�jUry and Property Damage Liability
Combined Single Limit
Owned/Scheduled Autos
Including Hired, Borrowed or Non -Owned Autos
Any One Accident $ 1,000,000
B. Endorsements Required
City of Miami and Miami Dade County listed as an additional insured
Worker's Compensation
Limits of Liability
Statutory -State of Florida
Waiver of Subrogation
Employer's Liability
A. Limits of Liability
$I O0,000 for bodily injury caused by an accident, each accident
S100,000 for bodily injury caused by disease, each employee
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$500,000 For bodily injury cause([ by disease, policy limit
IV. Professional Liability/Errors and Omissions Coverage
Combined Single Limit
Each Claim $1,0()0,000
General Aggregate Limit $1,00o,ow
Retro Date Included
V. Property Coverage
The Lessee shall maintain at all times during the term, of this agrectrient
coverage on all Buildings (Real Property), including fixtures, and
improvements,, along with Business Personal Property affording coverage
against all risk of direct physical loss, including coverage for windstorm and
hail, sprinkler leakage, and flood, if applicable. The coverage should be
written on a full replacement cost basis with the City of Miami listed as loss
payee on this coverage. Time Element coverage should be included.
V1. Umbrella Liability (Excess Follow Form)
A. Lit -nits of Liability
Each Occurrence
Policy Aggregate
s 1,0()0,()()()
$ 1,00o,00o
City of Miami and Miarm Dade County listed as an additional insured
The he above policies shall provide the City of Miami with (30) days written notice of
cancellation or material change from the insurer,, or in accordance to policy
provisions.
Comp,anies authorized to do business in the State of Florida, with the following
qualifications, shall issue all insurance policies required above:
The company must be rated no less than "'A-" as to management, and no less
than "Clas,s V" as to Financial Strength,, by the latest edition of Best's Insurance
Guide, published by A.M. Best Company, Oldwick, New Jersey, or its
equivalent. All policies and /or certificates of insurance are subject to review and
verification by Risk Management prior to insurance approval.
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