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HomeMy WebLinkAboutPre-LegislationCity of Miami Legislation Resolution: R-06-0700 File Number: 06-02144 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com Final Action Date: 12/14/2006 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENTS, AUTHORIZING THE CITY MANAGER TO EXECUTE A LEASE AGREEMENT ("LEASE"), IN SUBSTANTIALLY THE ATTACHED FORM, BETWEEN THE CITY OF MIAMI AND AVS INTERNATIONAL GROUP, INC., A FLORIDA CORPORATION, FOR THE CITY'S USE OF 2,000 SQUARE FEET OF WAREHOUSE SPACE IN MIAMI-DADE COUNTY, FLORIDA; SAID LEASE TO BE FORAN INITIAL TERM OF ONE YEAR TO COMMENCE ON JANUARY 1, 2007, WITH A MONTHLY RENT OF $1,833.34 ($22,000 ANNUALLY), WITH FIVE (5) ADDITIONAL ONE-YEAR OPTIONS TO RENEW; ALLOCATING FUNDS FROM ACCOUNT CODE NO. 00001.199999.544000.0000.00000, WITH OTHER TERMS AND CONDITIONS AS MORE PARTICULARLY SET FORTH IN THE LEASE. WHEREAS, the City of Miami ("City") has been renting for City use 2,000 square feet of warehouse space ("Property"), from AVS International Group, Inc., a Florida Corporation ("Lessor"); and WHEREAS, the City wishes to continue to use the Property and has negotiated with the Lessor a Lease Agreement ("Lease") for an initial term of one year, at a monthly rent of $1,833.34, with five (5) additional one-year options, with rent for the first two (2) option years at the same monthly rate of $1,833.354, and for the remaining three (3) option years, at a mutually agreed rate, subject to City Commission approval; and WHEREAS, the initial rent, calculated at $11.00 per square feet has been found to be reasonable in comparison to other similar properties; and WHEREAS, the lease payments will be paid out of City General Funds; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. The City Manager is authorized{1 } to execute a Lease, in substantially the attached from, between the City and the Lessor, for the City's use of the Property, for an initial term of one year to commence on January 1, 2007, with a monthly rent of $1,833.34 ($22,000 annually), with five (5) additional one-year options to renew, with funds allocated from Account Code No. 00001.199999.544000.0000.00000, with other terms and conditions as more particularly set forth in the Lease. Section 3. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.{2} City of Miami Page I of 2 File Id: 06-02144 (!Version: 1) Printed On: 612 712018 File Number: 06-02144 Footnotes: Enactment Number: R-06-0700 (1) The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code provisions. (2) If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. City of Miami Page 2 of 2 File Id: 06-02144 (!Version: 1) Printed On: 612 712018 LEASE THIS LEASE has been made effective as of January 1, 2006, between THE A.V.S. INTERNATIONAL GROUP, INC., a Florida Corporation, of 3555 NW 33'd Street, Miami, Florida 33142 ("Landlord"), and THE CITY OF MIAMI, a Florida Municipality, of P,O, Box 011531, Miami, Florida 33101 ("Tenant"). In consideration of the mutual undertakings contained in this Lease, and intending to be legally bound, Landlord and Tenant agree as follows: ARTICLE 1 - Definitions 1.1 Definitions. When used in this Lease, the following defined terms shall carry the definitions which follow them, unless the context clearly indicates to the contrary: (a) "Additional Rent" means all amounts or charges payable by Tenant under any provision of this Lease, except Base Rent (as defined below). (b) "Building" means the building in which the Premises are located. (c) "Common Areas" means the driveways, parking areas, hallways, restrooms, lawns, sidewalks and other areas of the Property designated by Landlord from time to time for the common use and enjoyment of the tenants of the Property. (d) "Insurance" means all casualty, liability, rental, business interruption and other insurance maintained by Landlord with respect to the Property. (e) "Lease" means gross lease in which the Base Rent is the exclusive charge to the Tenant by the Landlord and no other costs incurred by Landlord, such as ad valorem real estate taxes and/or property insurance premiums, are passed on to the Tenant, (f) "Premises" means that space in the Property situated in the City of Miami, County of Dade, and State of Florida, and know and described as follows: Certain warehouse, storage, sales and office space, located am which consists of approximately 2,000 square feet and which are depicted on the attached Exhibit A, located in a multi -tenant Building located on land legally described in Exhibit B. (g) "Property" means the real estate described on Exhibit B attached to this Lease, all easements and appurtenances to it and all improvements and installations located or to be located on it, as the same may be modified, altered, expanded or reduced from time to time. {h) "Rent" means Base Rent, Additional Rent and all other amounts or charges payable by Tenant under any provision of this Lease, all of which shall be deemed payable by Tenant in consideration of the demise of the Premises. (i) "Taxes" means all ad valorem real estate and personal property taxes and assessments (general or special) of every kind and nature and other or similar charges levied or billed by any governmental unit during the Term in respect of the Property, or any part of the Property. ARTICLE 2 - Demise of Premises; Possession 2.1 Demise of Premises; Term. (a) Landlord leases the Premises to Tenant, and Tenant hires the Premises from Landlord, on the terms and subject to the conditions contained in this Lease, for a one- year term commencing on January 1, 2007 ("Commencement Date"), and ending at midnight on December 31, 2007, unless renewed or sooner terminated as provided in this Lease ("Termination Date"). (b) So long as Tenant shall not then be in default under this Lease, Tenant shall have the option to renew the term of this Lease for five (5) one-year renewal terms, Tenant may renew this Lease by giving Landlord written notice of renewal at least sixty (60) days in advance of expiration of the term then in effect. Base Rent for any renewal terms beginning in 2008 and 2009 will remain the same as the initial base rent. if Tenant elects to renew the Lease for 2010, 2011 or 2012, Landlord shall have the right in each instance to increase Base Rent. If Landlord and Tenant do not mutually agree upon any increase in Base Rent, the Lease will not renew and will expire on the next Termination Date. Other than Base Rent, all other terms and conditions of the Lease will remain in effect without amendment during any renewal terms. The initial term together with any renewal terms are collectively the "Term." (c) Landlord reserves the right to install, maintain, use, repair and replace pipes, duct work, wires and the like through the Premises. Landlord shall use its best efforts to make all such installations and perform all work related to such activities so as to avoid unreasonable interference with or interruption of the business operations of Tenant. 2.2 Use of Premises. (a) Tenant covenants to use and occupy the Premises for the purposes set forth below, and for no other purpose, except with Landlord's prior written consent, which may be withheld by Landlord in its sole discretion: For the storage of Tenant's equipment and materials only and related access by Tenant as needed for the storage or removal of such equipment and materials, subject to Article 11 of this Lease. (b) Tenant shall not use the Premises, or permit the Premises to be used, in a manner that constitutes a violation of any applicable law, order, ordinance or regulation or that may be dangerous; nor shall Tenant commit any waste in the Premises, or permit any objectionable noise or odor to be emitted, or permit anything to be done on the Premises tending to create a nuisance or disturb others. 2.3 Possession. Possession of the Premises shall be delivered to Tenant on the Commencement Date, but if for any reason beyond Landlord's reasonable control, Landlord is unable to deliver possession of the Premises to Tenant on the Commencement Date, then the Commencement Date shall be delayed until Landlord can deliver possession, and as Tenant's sole remedy, Rent shall abate until possession is delivered. If Landlord delivers and Tenant takes possession of the Premises prior to the Commencement Date, then all terms and conditions of this Lease shall apply upon such delivery, but Rent shall be prorated for the initial partial calendar month. 2.4 Condition of Premises; Representations. Except as Landlord and Tenant may otherwise agree in writing, Tenant's entry into possession shall constitute conclusive evidence against Tenant that it has inspected the Premises and found them to be in good order and satisfactory condition at the time of entry and that Tenant has accepted the Premises in their then "as is" condition. Tenant represents that it has inspected the Premises, and shall accept the same. Except as expressly set forth in this Lease, neither Landlord nor Landlord's agents have made any representations or promises with respect to the physical condition of the Premises or any other matter pertaining to the Premises or Property. 2.5 Quiet Enjoyment. Landlord covenants and agrees with Tenant that upon 'Tenant's paying the Rent and observing and performing all the terms, covenants and conditions to be performed and observed, Tenant may peaceably and quietly enjoy the Premises leased. ARTICLE 3 - Rent and Other Charges 3.1 Base Rent, Tenant shall pay to Landlord rent for the Term ("Base Rent"), plus any initial partial calendar month, at a monthly rate of One Thousand Eight Hundred Thirty Three Dollars 331100 Dollars ($1,833,33), Subject to Section 3.5 below, each monthly installment of Base Rent shall be payable in advance on or before the first day of each calendar month during the Term at such place as the Landlord shall from time to time designate, Base Rent for any partial calendar month shall be prorated. Tenant represents that it is exempt from Florida State Sales Tax (Exemption #230833038054C, Expiring October 2007). Tenant shall pay or reimburse Landlord for all liabilities and obligations directly paid or incurred by Landlord as a result of Tenant no longer being exempt from Florida State Sales Tax. 3.2 Personal Property Taxes. Tenant shall pay, before any penalty or interest attaches, all personal property taxes levied or assessed against Tenant's personal property and shall, upon request, furnish to Landlord evidence of such payment. 3.3 Utilities. Landlord shall provide the Premises with gas, electric, water and sewer utility services which shall be separately metered, with Tenant paying directly to the utility provider the utility expenses incurred by Tenant. Landlord shall not be liable for any such utility expenses incurred by Tenant Tenant shall subscribe for and pay the cost of any telephone or communication services to the Premises which it desires, Landlord shall install an air conditioner in the Premises, and Tenant shall maintain the air conditioner throughout the Term, 3.4 Additional Rent. All taxes, charges, costs, and expenses which Tenant is expressly required to pay under this Lease, and all costs and expenses which Landlord may incur by reason of any default of Tenant or the failure by Tenant to comply with the Lease terms shall be deemed to be Additional Rent, and unless otherwise specified in this Lease, shall be payable within ten (10) days after Landlord's written demand for them, and in the event of nonpayment by Tenant, Landlord shall have all of the rights and remedies with respect to them as Landlord has for the nonpayment of the Base Rent. 3.5 Interest on Rent. Rent which is not paid within five (5) days of the date due shall bear interest from the date due until paid at a rate equal to the lesser of twelve percent (12%) per annum or the highest amount permitted by law, The payment of such interest shall not excuse or cure any default by Tenant under this Lease, ARTICLE 4 - Preparation of the Premises 4.1 Tenant's Work. Any alterations, improvements, additions, physical changes, sign installations or other work necessary or desirable to place the Premises in a condition suitable for Tenant's business purposes from time to time during the Term ("Tenant's Work") shall be performed in a good and workmanlike manner by or for Tenant at Tenant's sole cost and expense. No construction or installation by Tenant shall begin until Landlord has consented to the work in writing, and approved the plans and contractors for them, which approval shall not be unreasonably withheld or delayed. Tenant's Work shall fully conform to all applicable statutes, ordinances, regulations and codes. Tenant shall place no signs on the Premises or Property without Landlord's prior written consent, which may be withheld in Landlord's sole discretion. All Landlord's Work and all leasehold improvements made by Tenant which are affixed to the Premises and cannot be removed without damage to the Premises shall be the property of Landlord. 4.2 Lien Waivers. If applicable, tenant shall notify Landlord upon completion of Tenant's Work in accordance with approved plans. Simultaneously with such written notice, Tenant shall furnish Landlord with proper sworn statements and lien waivers from all persons performing work on or supplying materials to the Premises, and a certificate of occupancy issued by the appropriate governmental authority. 4.3 Covenant Against Liens. Nothing in this Lease shall authorize Tenant to, and Tenant shall not, do any act which will in any way encumber the title of Landlord in and to the Premises, nor shall the interest or estate of Landlord in the Premises be in any way subject to any claim whatsoever by virtue of anyact or omission of Tenant. Any claim to a lien upon the Premises arising from any act or omission of Tenant shall be valid only against Tenant and shall in all respects be subordinate to the title and rights of Landlord, and any person claiming through Landlord, in and to the Premises. ARTICLE S - Repairs 5,1 Repair and Maintenance of Premises. Except to the extent such duties are expressly made the obligation of Landlord under this Article, Tenant shall at its expense keep and maintain the Premises, all mechanical systems serving the Premises (including air conditioning equipment) and any improvements it has made to the Premises and its trade fixtures and personal property in the Premises, in a good and clean operating condition. Landlord shall keep and maintain the walls, windows, doors and ceilings of the Premises and the mechanical systems of the Building serving them in good operating condition. Landlord shall maintain the portion of the Property located outside of the Premises, including lighting for the parking area. Landlord shall also pay for normal garbage disposal servicing the Premises. 5.2 Damage by Tenant. Landlord may recover from Tenant the entire cost of any repairs by Landlord made necessary by the tortious acts or neglects of Tenant or its agents, contractors, employees or invitees, except to the extent that Landlord is reimbursed for such costs under any policy of insurance, 5.3 Structural Repairs. Landlord shall keep the foundation, roof, exterior walls, all load bearing portions of the Premises in good repair throughout the Term. Landlord shall be neither liable nor responsible for any loss that may accrue to Tenant or Tenant's business by reason of Landlord's actions in fulfilling its obligations under this Section, so long as Landlord acts reasonably to minimize interference with Tenant's use of the Premises. Landlord shall not be required to make any other improvements or repairs of any kind upon the Premises. ARTICLE 6 - Covenants; Landlord's Lien 6.1 Laws, Ordinances and General Conditions. Tenant at its expense shall comply promptly with all laws, ordinances, orders and regulations affecting its use or occupancy of the Premises or any alterations it has made to the Premises. 6.2 Tenant's Taxes. Tenant shall pay, prior to delinquency, all taxes, special assessments, and other charges of any kind due and payable during the Term which are levied with respect to Tenant's personal property located on or in the Premises, the leasehold estate, or any sublease estate under the Lease, including any and all taxes imposed by the United States of America, or any state, municipality, or political subdivision of any of them. Tenant is not obligated to pay any taxes for which it is legally exempt as a Florida Municipality. 6.3 Landlord's Lien. To secure the payment of all moneys due under this Lease, Tenant grants to Landlord a security interest in all personal property of Tenant located in the Premises and any and all rents from Tenant's subtenants or assignees, if any. Contemporaneous with the execution of this Lease, and at such other times as Landlord may request, Tenant agrees to execute and deliver to Landlord financing statements and such other documents as may be required to perfect the security interest granted in this Section. ARTICLE 7 - Damage to Premises; Eminent Domain; Indemnity; Insurance 7.1 Destruction --Fire or Other Cause. (a) If the Premises shall be rendered untvnantable by fire or other casualty, Landlord shall (so long as the insurance proceeds are in an amount sufficient to fund a complete restoration, and Landlord's mortgagee permits them to be so applied) restore them and make them tenantable as soon as possible. Landlord shall advise Tenant if such insurance proceeds, together with such sums as Landlord is willing to commit, are insufficient to restore the Premises. If such funds are insufficient, Tenant may terminate this Lease by notifying Landlord within ten (10) days after Landlord's notice of insufficiency. Except in the case of damage caused by Tenant or its agents, employees, contractors, guests or licensees where lost rentals are not covered by insurance, Base Rent shall abate during the period of untenantability in proportion to the area of the Premises rendered untenantable. All such restoration required to be performed by Landlord shall be completed within one hundred eighty (180) days of settlement with Landlord's insurance carriers or Tenant shall, as its sole remedy, be entitled to terminate this Lease. (b) Tenant shall immediately notify Landlord of the occurrence of a fire or other casualty at the Premises and shall at its expense restore or replace its personal property, fixtures and tenant improvements, 7.2 Eminent Domain. If all or any material part of the Premises or Common Areas shall be taken or condemned by any competent authority for any public use or purpose, the Term shall, at the option of Landlord, end as of the date of the actual taking. If the Premises may not reasonably be used for the purpose contemplated by the Lease following any taking, Tenant may terminate this Lease. In either case, there shall be no apportionment to Tenant of any portion of the award or damages for such taking, but Tenant shall be entitled to any funds awarded it for moving expenses or business interruption. This Lease shall otherwise remain in full force and effect without apportionment to Tenant of any portion of the award or damages. In the event of a termination pursuant to this Section, Base Rent shall be prorated to the date of such taking. 7.3 Tenant's Property; Insurance. Tenant shall bring or keep property upon the Premises solely at its own risk, and Landlord shall not under any circumstances be liable for any damages to the property or any destruction or theft of the property. Tenant is self-insured as a Florida municipality and has sufficient self-insurance. Tenant waives all right of recovery which it might otherwise have against Landlord and its agents, employees, customers, invitees, guests or licensees, for any damage to Tenant's property which is Tenant's responsibility, notwithstanding that such damage may result from the negligence or fault of Landlord or its agents, employees, customers, invitees, guests, or licensees, Any deductible amount included in such policy shall be treated as though it were recoverable under the policy. 7.4 Insurance, By this section, and by the applicable portions of Section 7.3 above, Landlord and Tenant intend that the risk of loss or damages as described shall be borne by responsible insurance carriers to the extend provided. (a) Landlord shall insure the Premises against loss or damage under a policy or policies of all risk casualty insurance, in such amount and with such coverages as Landlord deems necessary. (b) Tenant shall maintain workers' compensation coverage covering all of its employees to at least the statutory limit set forth under Florida law. ARTICLE 8 - Default and Remedies; Termination and Surrender 8.1 Landlord's Remedies. If Tenant shall fail to make any payment of any Rent due under this Lease for a period of ten (10) days following the date when due, or if default shall continue in the performance of any of the other covenants or conditions which Tenant is required to observe and perform under this Lease for a period of thirty (30) days following written notice of such failure, or if the interest of Tenant in this Lease shall be levied upon under execution or other legal process, or if any petition shall be filed by or against Tenant in a court of bankruptcy, or if Tenant shall be declared insolvent according to law, or make an assignment for the benefit of creditors, or if Tenant shall dissolve, die or become legally incompetent, or if Tenant shall vacate or abandon the Premises or cease to operate its business in the Premises, then Landlord may, but need not, treat the occurrence of any one or more of the foregoing events as a breach of this Lease, and thereupon may, at its option, without any further notice or demand of any kind to Tenant or any other person, have any one or more of the following described remedies in addition to all other rights and remedies provided at law or in equity; (a) Terminate this Lease, repossess the Premises in accordance with the provisions of Section 8.2 of this Lease and be entitled to recover immediately, as liquidated agreed final damages, in lieu of any further deficiencies, the total amount due to be paid by Tenant during the balance of the Term of this Lease, less the fair rental value of the Premises for the period. (b) Terminate Tenant's right of possession and repossess the Premises without demand or notice of any kind to Tenant and without terminating this Lease, in which case Landlord should relet all or any part of the Premises for such rent and upon such terms as shall be reasonably satisfactory to Landlord. For the purposes of such reletting, Landlord may make such repairs, alterations, additions, or physical changes in or to the Premises as may be reasonably necessary or convenient. If Landlord shall fail despite its efforts to relet the Premises, then Tenant shall pay to Landlord as damages the total amount due to be paid by Tenant during the balance of the Term of this Lease monthly, as such amounts become due. If the Premises are relet and a sufficient sum shall not be realized from the reletting, after payment of all costs and expenses of such repairs, alterations, additions or physical changes and the expense of such reletting and the collection of rent occurring therefrom, to satisfy the Rent herein provided to be paid during the remainder of the Term, Tenant shall satisfy and pay any such deficiency upon demand. Tenant agrees that Landlord may file suit to recover any sums falling due under the terms of this subsection. (c) Have specific performance of Tenant's obligations. 8.2 Termination; Surrender of Possession. (a) Upon the expiration or termination of this Lease, whether by lapse of time, operation of law or pursuant to the provisions of this Lease, Tenant shall; (i) Restore the Premises to their condition at the beginning of the Term (other than as contemplated by Section 4.1 above), ordinary wear and tear excepted, remove all of its personal property, electronic equipment and trade fixtures from the Premises and repair any damage caused by such removal; (ii) Surrender possession of the Premises to Landlord; and (iii) Upon the request of Landlord, at Tenant's cost and expense, remove from the exterior and interior of the Premises all fixtures and signs, symbols and trademarks which are connected with or associated specifically with Tenant's business and repair any damages to the Premises caused by such removal. (b) If Tenant shall fail or refuse to restore the Premises as provided above, Landlord may do so and recover its cost for so doing. If Tenant shall fail or refuse to comply with Tenant's duty to remove all personal property and trade fixtures from the Premises upon the expiration or termination of this Lease, the parties hereto agree and stipulate that Landlord may, at its election: (i) treat such failure or refusal as an offer by Tenant to transfer title to such property to Landlord, in which event the title to it shall pass under this Lease as a bill of sale; or (ii) treat such failure or refusal as conclusive evidence, on which Landlord shall be entitled to rely absolutely, that Tenant has forever abandoned such property. In either event, Landlord may, with or without accepting title to the property, keep or remove, store, destroy, discard, or otherwise dispose of all or any part of such property in any manner that Landlord shall choose without incurring liability to Tenant or to any other person. In no event shall Landlord ever become or be charged with the duties of a bailee of any property of Tenant. The failure of Tenant to remove any property from the Premises shall forever bar Tenant from bringing any action or asserting any liability against Landlord with respect to any property which Tenant fails to remove. (c) This Lease shall cease at the end of the Term without the necessity of notice from either Landlord or Tenant to terminate. If Tenant shall fail to or refuse to surrender possession of the Premises to Landlord upon termination or expiration of the Term, Landlord may immediately, without notice, reenter the Premises and dispossess all persons and effects therefrom, using such force as may be necessary. Landlord shall also be entitled to such other remedies as may be provided it by law or in equity. 8.3 Holding Over. If 'Tenant continues to possess and use the Premises after expiration of the Term with Landlord's consent, Tenant shall become a tenant from month to month. Such tenancy shall be upon the same terms and conditions specified in this Lease for the period immediately prior to such holding over, except that such holdover shall be at one hundred ten percent (110%) of the Base Rent for the period immediately prior to such holding over, and the holdover shall continue until either party terminates the tenancy by at least thirty (30) days' prior written notice to the other of such intention to terminate. 8.4 Assignment and Subletting. Tenant shall not, without the prior written consent of Landlord (which consent Landlord may withhold in its sole discretion), assign this Lease or any interest under this Lease (whether as security for an obligation or otherwise); permit any assignment of this Lease by operation of law; sublet the Premises or any part of them; or permit the use of the Premises by any party other than Tenant and its employees. 8.5 Remedies Cumulative. The failure of either party to enforce any covenant or condition of this Lease shall not be deemed a waiver of the covenant or condition or of the right of either party to enforce each and every covenant and condition of this Lease. No provision of this Lease shall be deemed to have been waived unless such waiver shall be in writing and signed by the person against whom the waiver is claimed. All rights and remedies of each party under this Lease shall be cumulative, and none shall exclude any other rights or remedies allowed by law. 8.6 Expenses of Enforcement; Performance by Landlord. Each party shall bear its own attorney's fees in any action arising under this Lease, If Tenant shall fail to perform any of its obligations under this Lease, Landlord may without further notice than that provided in Section 8.1 above perform such obligations, If Landlord incurs any costs in connection with its performance, they shall be paid by Tenant to Landlord upon demand as Additional Rent. 8.7 Tenant's Remedies. Tenant may bring an action against Landlord for any claim Tenant may have against Landlord under this Lease, provided Tenant shall first give written notice of the claim to Landlord and shall afford Landlord a period of thirty (30) days following written notice of such claim (except that if such default cannot be cured within the thirty (30) day period, this period shall be extended for a reasonable additional time not to exceed thirty (30) more days, provided that Landlord promptly commences to cure such default and proceeds diligently thereafter to effect such cure). ARTICLE 9 - Access to Premises 9.1 Access to Premises by Landlord. Upon giving one (1) day's prior notice (or in the event of emergency), Landlord shall have the right to enter upon the Premises at all reasonable business hours for the purpose of inspecting them, preventing waste, loss or destruction, enforcing any of its rights or powers under this Lease, or making such repairs or alterations as it is obligated to make under the terms of this Lease or which Landlord may elect to perform, following Tenant's failure to do so. Landlord shall be neither liable nor responsible for any loss to Tenant or Tenant's business which may occur by reason of such entry, so long as Landlord acts reasonably to minimize interference with Tenant's use of the Premises. Throughout the Term, Landlord shall have the right to enter the Premises at reasonable hours on reasonable notice for the purpose of showing them to prospective purchasers or mortgagees and, during the last six months of the Term, to prospective tenants. If Tenant is not present to open and permit an entry into the Premises, Landlord or Landlord's agents may enter the same whenever such entry may be reasonably necessary or permissible by master key (or in emergencies forcibly). In no event shall the obligations of Tenant under this Lease be affected by any such entry. Landlord shall not unreasonably interrupt Tenant's quiet enjoyment of the Premises. ARTICLE, 10 - Use of Common Areas 10.1 Use of Common Areas. Landlord grants to Tenant the nonexclusive right to use the Common Areas solely for the purposes for which they were designed, subject to the following conditions: (a) The Common Areas may also be used by anyone else to whom Landlord has or may in the future grant the right to use them; (b) Tenant shall make no use of the Common Areas which would interfere in any way with the use of the Common Areas by any other person; (c) Landlord shall have the right from time to time to close, repair and modify the Common Areas, to change the location or character of them, and to adopt rules and regulations pertaining to them, but in doing so Landlord shall use reasonable efforts to avoid any unreasonable interference with the business operations of Tenant; and (d) Tenant and its employees shall park their vehicles in those portions of the parking areas designated for that purpose by Landlord. 10.2 Maintenance and Control. Landlord shall maintain, operate and control the Common Areas. ARTICLE 11 - Environmental Matters 11.1 Enviromnental Matters. (a) Tenant agrees that during the term of this Lease no use, generation, release, manufacture, production, processing, treatment, storage or disposal of any Hazardous Substances (as defined below) on or from the Premises shall occur, except: (i) as specifically disclosed to and first approved by Landlord in writing, which approval shall not be unreasonably withheld (ii) any release of a Hazardous Substance if the Hazardous Substance released was not introduced to the Premises by the Tenant, its subtenants, contractors, employees, agents, or invitees, and Tenant had no knowledge of its presence prior to the release; and (iii) the use of a Hazardous Substance in a limited quantity necessary for the operation or maintenance of office equipment in the ordinary course of the business of Tenant. Tenant also agrees that, in the operation of its business from the Premises, it shall comply with all federal, state and local laws, regulations and ordinances for the protection of the environment. Tenant shall not install on the Premises any underground tanks for the storage of petroleum products, chemicals or other liquids, or install or store on the Premises any asbestos, whether or not friable, or urea formaldehyde foam insulation, (b) Tenant agrees to notify Landlord immediately of any disposal of a Hazardous Substances on or near the Premises, of any discovery of a Hazardous Substance on or near the Premises, and of any notice received from a governmental authority or private party alleging or suggesting that a disposal of a Hazardous Substance on or near the Premises may have occurred, as soon as Tenant becomes aware of any such information or notice, Furthermore, Tenant agrees to provide to Landlord full and complete access to any documents or information in Tenant's possession or control relevant to the question of generation, release, manufacture, production, processing, treatment, storage or disposal of a Hazardous Substance on or near the Premises. (c) In the event that an environmental review discloses that the Premises contain any such Hazardous Substance, and the Hazardous Substance arose as a result of any act or omission by Tenant, its subtenants, contractors, employees, agents or invitees, Tenant shall immediately, at its sole cost and expense, commence and pursue diligently to completion all corrective action required to both (i) bring the Premises into compliance with applicable environmental laws, regulations, ordinances and court interpretations and orders, and (ii) reasonably satisfy Landlord that the Hazardous Substance has been removed to the extent reasonably possible. In the event any of the Hazardous Substance remains, Tenant's liability for the removal of the same shall continue indefinitely, and Landlord may by written notice to Tenant require Tenant to perform further remediation efforts if in the future (iii) applicable laws, regulations, ordinances or court interpretations or orders change in such a manner as to make the concentration of Hazardous Substance illegal, or (iv) remediation technology changes in such a manner that it becomes possible to successfully remediate more of the Hazardous Substance. (d) "Hazardous Substance" shall mean (i) any hazardous substance as that term is defined in the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), 42 U.S.C. 9601 et seq, as amended, (ii) any hazardous waste or hazardous substance as those terms are now or hereafter defined in any local, state or federal law, regulation, ordinance or court interpretation or order applicable to the Premises, (iii) petroleum products, including, without limitation, crude oil or any fraction thereof, or (iv) any other substance now or hereafter declared to be hazardous or toxic under the common law. ARTICLE 12 - Miscellaneous 12.1 Notices. All notices, bills or statements required under this Lease shall be in writing and shall be deemed to have been given if either delivered personally or mailed by certified or registered mail to the addresses as set forth above. The addresses specified for notices may from time to time be changed by the written notice of one party to the other. 12.2 invalidation; Amendment. The invalidation of one or more terms of this Lease shall not affect the validity of the remaining terms. This Lease represents the entire agreement between the parties. No oral or written prior or contemporaneous agreements shall have any force or effect, and the Lease may not be amended, altered or modified unless done so by means of a written instrument signed by both parties. 12.3 Subordination; Attomment; Estoppel Certificate. (a) This Lease shall, at the option of Landlord or its lenders, be subject and subordinate to the interest of the holders of any notes secured by mortgages on the Premises, now or in the future, and to all ground or underlying leases and to all renewals, modifications, consolidations, replacements and extensions of such mortgages or leases. (b) If the ground or underlying lessor and/or mortgagee or any successor in interest shall succeed to the rights of Landlord under this Lease, whether through possession, surrender, assignment, subletting, judicial or foreclosure action, or delivery of a deed or otherwise, Tenant will attorn to and recognize such successor -landlord as Tenant's landlord and the successor -landlord will accept such attomment and recognize Tenant's rights of possession and use of the Premises in accordance with the provisions of this Lease. This clause shall be self -operative and no further instrument of attornment or recognition shall be required. 12.4 Successors and Assigns. The covenants, conditions, and agreements contained in this Lease shall bind and inure to the benefit of Landlord and Tenant and, except to the extent prohibited by Section 8.4 above, their respective successors and assigns, 12.5 Real Estate Brokers. The parties to this Lease represent and warrant to one another that there are no real estate brokers or other agents involved in this transaction and no broker's or finder's fees or commissions are payable in connection with this Lease. Landlord indemnifies and agrees to hold harmless Tenant, and at Tenant's option defend Tenant, from and against any and all liabilities, including, without limitation, reasonable attorneys' fees, arising from a claim by any broker claiming through Landlord. 'T'enant indemnifies and agrees to hold harmless Landlord, and at Landlord's option defend Landlord, from and against any and all liabilities, including, without limitation, reasonable attorneys' fees, arising from a claim by any broker claiming through Tenant, 12.6 Accord and Satisfaction, No payment by Tenant or receipt by Landlord of a lesser amount than the monthly rent. stipulated in this Lease shall be deemed to be other than on account of the earliest stipulated rent, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction, and Landlord shall accept such check or payment without prejudice to. Landlord's right to recover the balance of such rent or to pursue any other remedy in this Lease as provided. 12.7 Radon Gas. Radon is naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing maybe obtained from your county public health unit. The foregoing paragraph has been included in this Lease solely for the purpose of complying with Section 404.056, Subparagraph (8), of the Florida Statutes, as same may be amended from time to time. Neither Landlord nor Tenant acquire any rights, assume any obligations, or incur any liabilities of any kind whatsoever, either directly or indirectly, as a result of the inclusion of the above paragraph. This Lease has been signed as of the date set forth above, THE A.V.S. INTERNATIONAL GROUP, INC. Signature Print Name Title THE CITY OF MIAMI Signature Print Name Title APPROVED AS TO LEGAL FORM: CITY ATTORNEY, CITY OF MIAMI Signature Print Name Title 1060868-6 A! G.P City of Miami �* ,rl.Legislation Resolution: R-10-0052 File Number: 10-00090 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com Final Action Date: 2/11/2010 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO EXECUTE AN AMENDMENT, IN SUBSTANTIALLY THE ATTACHED FORM, TO THE LEASE AGREEMENT BETWEEN THE CITY OF MIAMI AND AVS INTERNATIONAL GROUP, INC., FOR THE CITY OF MIAMI'S USE OF APPROXIMATELY 2,000 SQUARE FEET OF SPACE IN MIAMI, FLORIDA, FOR THE PURPOSE OF PROVIDING WAREHOUSE SPACE FOR THE SPECIAL INVESTIGATIONS SECTION OF THE MIAMI POLICE DEPARTMENT WITH A MONTHLY RENT OF $1,833.33 ($11.00 PER SQUARE FOOT), WITH TERMS AND CONDITIONS AS MORE SPECIFICALLY SET FORTH IN SAID LEASE; ALLOCATING FUNDS FROM THE MIAMI POLICE DEPARTMENT'S BUDGET. WHEREAS, pursuant to Resolution No. 06-0700, adopted December 14, 2006, the City Commission authorized the City Manager to execute a Lease Agreement (the "Lease") between the City of Miami (the "City") and AVS International Group, Inc. (the "Lessor"), for the City's use of 2,000 square feet of warehouse space (the "Premises"); and WHEREAS, the Lease included an initial term of one (1) year with five (5) additional one-year options, and with any rent increases during the remaining three (3) option years subject to City Commission approval; and WHEREAS, the City wishes to continue to use the Premises in year 2010 and has negotiated with the Lessor a one-year renewal option at a mutually agreed upon rate of $11.00 per square foot; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated herein as if fully set forth in this Section. Section 2. The City Manager is authorized {1} to execute an Amendment, in substantially the attached form, to the Lease between the City and the Lessor, for the City's use of the Premises located in Miami, Florida, for the purpose of providing warehouse space for the Special Investigations Section of the Miami Police Department, with a monthly rent of $1,833.33 ($11.00 per square foot), with terms and conditions as more specifically set forth in said Lease, with funds allocated from the Miami Police Department's budget. Section 3. This Resolution shall become effective immediately upon its adoption and signature of the Mayor. {2} City of Miami Page 1 of 2 File Id: 10-00090 (Version: 1) Printed On: 612712018 File Number: 10-00090 Footnotes: Enactment Number: R-10-0052 {1} The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code provisions. {2} If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. City of Miami Page 2 of 2 File Id: 10-00090 (!Version: 1) Printed On: 612 712018 AMENDMENT NO. I TO THE LEASE AGREEMENT BETWEEN THE CITY OF MIAMI AND AVS INTERNATIONAL GROUP, INC. This Amendment is entered into this day of , 2010, with an effective date of January 1, 2010, by and between AVS International Group, Inc., a Florida corporation (the "Lessor") and the City of Miami, a municipal corporation of the State of Florida (the "Lessee"), for the purpose of extending and amending that certain Lease Agreement between the Lessor and Lessee, effective January 1, 2007 (the "Lease") as set forth herein. RECITALS: WHEREAS, the City of Miami Commission adopted Resolution R-06-0700 on December 14, 2006 authorizing the City Manager to execute a lease agreement (the "Lease") between the City of Miami (the "Lessee") and AVS International Group, Inc. (the "Lessor") for the Lessee's use of 2,000 square feet of warehouse space located at WHEREAS, the Lease provides an initial one year term with five additional one-year options, with any rent increases for the remaining three option years subject to City Commission approval; WHEREAS, the Lessee wishes to continue to use the Premises in year 2010 and has negotiated with the Lessor a one-year renewal option at a mutually agreed upon rate of $11.00 per square foot; and, NOW, THEREFORE, in consideration of the foregoing and of the mutual agreements and covenants of the parties as set forth in the Lease, Lessor and Lessee agree as follows: Damage to Premises; Eminent Domain; Indemnity; Insurance: Section 7.4 of the Lease entitled "Insurance" is amended to include the following language: "(c) The City of Miami is self insured in accordance and subject to the limitations as set forth in Section 768.28 of the Florida Statutes." In Witness Whereof, the parties hereto have executed this Amendment No. 1 to the Lease as of the day and year first above written. LESSEE: LESSOR: City of Miami a municipal corporation The AVS International Group, Inc. Of the State of Florida Signature Pedro G. Hernandez Print Name City Manager Title Signature Print Name Title ATTESTED BY: Signature Priscilla A. Thompson, CMC Print Name City Clerk_ Title APPROVED AS TO LEGAL FORM AND CORRECTNESS: Signature Julie 0. Bru Print Name City Attorney Title APPROVED AS TO INSURANCE REQUIREMENTS: Signature LeeAnn Brehm Print Name Risk Management Administrator Title ( , . tf; City of Miami to execute a Amendment No. 2 f 0 Legislation " K Resolution: R-11-0353 File Number: 11-00736 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com Final Action Date: 9/15/2011 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO EXECUTE AMENDMENT NUMBER TWO TO THE LEASE AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, BETWEEN THE CITY OF MIAMI ("CITY") AND AVS INTERNATIONAL GROUP, INC., FOR THE CITY'S USE OF APPROXIMATELY 2,000 SQUARE FEET OF SPACE LOCATED IN MIAMI, FLORIDA, FOR THE PURPOSE OF PROVIDING WAREHOUSE SPACE FOR THE SPECIAL INVESTIGATIONS SECTION OF THE MIAMI POLICE DEPARTMENT, WITH A MONTHLY RENT OF $1,666.66 ($10 PER SQUARE FOOT); ALLOCATING FUNDS FROM THE MIAMI POLICE DEPARTMENT'S BUDGET, WITH TERMS AND CONDITIONS AS MORE SPECIFICALLY SET FORTH IN SAID LEASE. WHEREAS, the City Commission adopted Resolution No. 06-0700 on December 14, 2006, authorizing the City Manager to execute a lease agreement (the "Lease") between the City of Miami (the "City") and AVS International Group, Inc. (the "Lessor") for the City's use of 2,000 square feet of warehouse space (the "Premises"); and WHEREAS, the Lease included an initial term of one (1) year with five (5) additional one-year options, and with any rent increases during the remaining three (3) option years subject to City Commission approval; and WHEREAS, the City Commission adopted Resolution No. 10-0052 on February 11, 2010, authorizing the City Manager to execute Amendment Number 1 to the Lease at a mutually agreed upon rate of $11 per square foot; and WHEREAS, the City wishes to continue to use the Premises in year 2011 and has negotiated with the Lessor a one-year renewal option at a mutually agreed upon rate of $10 per square foot; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. The City Manager is authorized {1} to execute a Amendment No. 2 to Lease in substantially the attached form, between the City and the Lessor, for the City's use of the Premises, for the purpose of providing warehouse space for the Special Investigations Section of the Miami Police Department, with a monthly rent of $1,666.66 ($10 per square foot), with funds allocated from the Miami Police Department's budget, with terms and conditions as more specifically set forth in said Lease. Section 3. This Resolution shall become effective immediately upon its adoption and signature of the Mayor. {2} City of Miami page I of 2 File Id: 11-00736 (!Version: 1) Printed On: 612712018 File Number: 11-00736 Footnotes: Enactment Number: R-11-0353 {1} The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code provisions. {2} If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. City of Miami page 2 of 2 File Id: 11-00736 (!Version: 1) Printed On: 612712018 AMENDMENT NO. 2 TO THE LEASE AGREEMENT BETWEEN TI -IE CITY OF MIAMI AND AVS INTERNATIONAL GROUP, INC. This Amendment ("Second Amendment") is entered into this day of ___ , 2011, with an effective date of January 1, 2011, by and between AVS International Group, Inc., a Florida corporation (the "Lessor") and the City of Miami, a municipal corporation of the State of Florida (the "Lessee"), for the purpose of extending and amending that certain Lease Agreement, as amended, between the Lessor and Lessee, effective January 1, 2007 (the "Lease") as set forth herein. RECITALS WHEREAS, the City of Miami Commission adopted Resolution R-06-0700 on December 14, 2006 authorizing the City Manager to execute a lease agreement (the "Lease") between the City of Miami (the "Lessee") and AVS International Group, Inc. (the "Lessor") for the Lessee's use of 2,000 square feet of warehouse space located at (the "Premises") I- and WHEREAS, the I_,ease provides an initial one year term with five additional one-year options, with any rent increases for the remaining three option years subject to City Commission approval; and WHEREAS, the City of Miami Commission adopted Resolution R=10-0052 on February 11, 2010 authorizing the City Manager to execute Amendment No. 1 to the Lease ("First Amendment") at a mutually agreed upon rate of $11.00 per square foot, effective.January 1, 2010 through December 31, 2010; and WHEREAS, the Lessee wishes to continue to use the Premises in year 2011 and has negotiated with the Lessor a reduction in the annual Base Rent for a one-year renewal at a mutually agreed upon rate of $10.00 per square foot, effective January 1, 2011 through December 31, 2011; NOW, THEREFORE, in consideration of the foregoing and of the mutual agreements and covenants of the parties as set forth in the Lease, Lessor and Lessee agree as follows: 1. Recitals. The Recitals to this Second Amendment are true and correct, and are incorporated herein by reference and made a part hereof. 2. Defined terms. Defined terms utilized, but not defined, in this Second Amendment shall have the same meaning ascribed to them in the Lease Agreement. 3. Conflicts. This Second Amendment shall be deemed a part of the Lease Agreement. In the event of any conflict between the Lease Agreement, the First Amendment to the Lease Agreement, and this Second Amendment, the terms of this Second Amendment shall control. 4. Renewal option. Lessor and Lessee agree to renew the term of the Lease for the 2011 calendar year, without increase to base rent. Paragraph (b) of Section 2.1 of the Lease, entitled "Demise of Premises: Term." is amended and restated to read as follows: (b) So long as Tenant shall not then be in default under this Lease, Tenant shall have the option to renew the term of this Lease for five (5) one-year renewal terms. Tenant may renew this Lease by giving Landlord written notice of renewal at least sixty (60) days in advance of expiration of the term then in effect. Base Rent for any renewal terms beginning in 2008 and 2009 will remain the same as the initial base rent. If Tenant elects to renew the ((-(Vrv7i r, Lease for 2010 or 2012, Landlord shall have the right in each instance to increase Base Rent. If Landlord and Tenant do not mutually agree upon any increase in Base Rent (as evidenced by city commission approval), the Lease will not renew and will expire on the next Termination Date, Other than Base Rent, all other terms and conditions of the Lease will remain in effect without amendment during any renewal terms. The initial term together with any renewal terms are collectively the "Tenn." .Tenant elects to renew the Lease for 2011, and Landlord agrees to reduce_ the Base Rent for the 2011 Term as set forth in Section 3.1. 5. Base rent reduction. Lessor and Lessee mutually agree in a reduction in Base Rent for the 2011 calendar year. Section 3.1 of the Lease entitled "Base Rent," is amended and restated to read as follows: 3.1 Base Rent. Tenant shall pay to Landlord rent for the Term ("Base Rent"), plus any initial partial calendar month, at a monthly rate of One Thousand Eight Hundred Thirty Three Dollars 33/100 Dollars (S 1,833.33). Subject to Section 3.5 below, each monthly installment of Base Rent shall be payable in advance on or before the first day of each calendar month during the Term at such place as the Landlord shall from time to time designate. Base Rent for any partial calendar month shall be prorated. Tenant represents that it is exempt from Florida State Sales Tax (Exemption #2308330380540, Expiring October 2007). Tenant shall pay or reimburse Landlord for all liabilities and obligations directly paid or incurred by Landlord as a result of Tenant no longer being exempt from Florida State Sales Tax. For the 2011 Term, commencing January 1, 2011 and ending December 31, 2011, the Base Rent shall be reduced, and Tenant shall pay to Landlord rent, plus any initial partial calendar month, at an annual rate of Ten and No/l 00 Dollars ($10.00) per square foot (One Thousand Six Hundred Sixty-six and 66/100 Dollars ($1,666.66) per month). 6. Ratification. Except as herein modified, the parties ratify and reaffirm all of the terms and T�z�-nzl'Ci'�ris�o�'Ch� L���e`etn�rft�anzl't1r�F'irgt"Am'�n'd�rt�iiY'i't�th�Lea3�A'gi'e�'inen . [SIGNATURES APPEAR ON FOLLOWING PAGE] 2 IN WITNESS WHEREOF, in consideration of the mutual entry into this Second Amendment, for other good and valuable consideration, and intending to be legally bound, Lessor and Lessee have executed this Second Amendment. ATTEST: By: ATTEST: By: Priscilla A. Thompson City Clerk APPROVED AS TO INSURANCE REQUIREMENTS: By: Calvin Ellis Director, Risk Management 3 THE AVS INTERNATIONAL GROUP, INC., a Florida corporation ("Lessor") M CITY OF MIAMI, FLORIDA, a municipal corporation of the State of Florida ("Lessee") IN Johnny Martinez, P.E. City Manager APPROVED AS TO FORM AND CORRECTNESS: 0 Julie O. Bru, Esq. City Attorney