Amended and Restated Lease Agreement with Moonlighter Fablab, Inc.Docusign Envelope ID:41FCOB7D-D8BA-4787-80E2-57157729F931
A M EN D ED AND RESTA TED LEA SE AG R EEM ENT
THIS AMENDED AND RESTATED LEASE AGREEMENT (the "Lease"),made this "%
day of January ,2025_,with an effective date of May 17,2021 (the "Effective Date")by and
among the CIT Y O F M IA M I BEA CH ,FLO R IDA ,a Florida municipal corporation (the "City")and
the M IA M I BE A C H R ED EVELO PM ENT A G ENCY ,a public body corporate and politic (the
"RDA")(hereinafter collectively referred to as "Landlord"),and the MO O NLI G HTER FA BLA B,
IN C .,a Florida not-for-profit corporation (hereinafter referred to as "Tenant").
W H ER E A S,on August 12,2019,pursuant to City Commission Resolution No.2019-
3076 and RDA Resolution No.640-219,the Landlord and Tenant executed a lease for use of
approximately 6,720 square feet of the Retail Space (as defined in Section 1.1)for an initial term
of three (3)years,with two (2)additional renewal terms,of one (1)year each,at Landlord's option
("Original Lease");and
W H ER E A S,on April 21,2021,the City Commission and the RDA accepted the
FERC's recommendation,at its February 19,2021 meeting,and adopted City Commission
Resolution No.2021-31687 and RDA Resolution No.656-2021,approving Amendment No.1 to
the Original Lease,to include the remaining northeasterly 935 square feet area of the Retail
Space,previously occupied by Miami Beach Chamber of Commerce Visitor's Center;and
W H ER E A S on August 16,2023,Landlord and Tenant exercised the First Renewal
Option commencing on May 17,2024,and ending on May 16,2025,leaving one remaining
renewal option for a period of one (1)year,commencing on May 17,2025 and expiring on May
16,2026,and
W H E R E A S,on October 30,2024,the City Commission and the RDA accepted the
FERC's recommendation,at its April 19,2024 meeting,and adopted City Commission Resolution
No.2024-33350 and RDA Resolution No.699-2024,approving two additional renewal terms:a
three-year term,commencing on May 17,2026 and expiring on May 16,2029,and a final term
for one (1)year and 364 days,commencing on May 17,2029 and expiring on May 15,2031,in
order for Tenant to secure the funds needed to expand programming at the Premises;and
W HER E A S,in furtherance of the foregoing,the parties desire to amend and restate in
its entirety the Original Lease,to accomplish the purpose outlined herein;and
W H E R E A S,as of the Effective Date,the Original Lease is hereby amended and
restated in its entirety and of no further force and effect and shall be suspended and replaced in
its entirety by this Lease,and subject to all the terms and conditions herein contained and fairly
implied by the terms hereinafter set forth.
NOW,THEREFORE,the Landlord and Tenant agree as follows:
1.Demised Premises.
1.1.Landlord owns that certain land (the "Land")and the facility (the "Facility")located
thereon,located at 1661 Pennsylvania Avenue,Miami Beach,Florida 33139,
which includes a municipal garage (the "Penn Garage"),having approximately 560
parking spaces,and ground floor retail space (the Retail Space"),having
approximately 7,655 square feet (the Land and the Facility shall be collectively
referred to herein as the "Property")Landlord,in consideration of the rentals
hereinafter reserved to be paid and of the covenants,conditions.and agreements
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to be kept and performed by the Tenant.hereby leases,lets,and demises to
Tenant,and Tenant hereby leases and hires from Landlord,those certain
premises,which are part of the Retail Space (the "Demised Premises"),having
approximately 7,655 square feet,as depicted in Exhibit h.and more fully
described as follows:
Unit 1,of Pennsylvania Garage Condominium,a Condominium,
according to the Declaration thereof,as recorded in Official
Records Book 28080,at Page 4536,of the Public Records of
Miami-Dade County,Florida.
a/kla 530 17th Street,Miami Beach,Florida 33139.
1.2 As referenced herein,the City Manager shall be the chief administrative officer of
the City and the City Manager's Designee.The City staff member who is
designated by the City Manager to administer this Lease on behalf of the Landlord
shall be the Real Estate Division Director,Facilities and Fleet Management
Department.
2.Term.
2.1.Initial Term.
Tenant shall be entitled to have and to hold the Demised Premises for a term of
four (4)years,commencing on May 17,2021 (the Commencement Date")and
expiring on May 16,2025 (the "Expiration Date").
For purposes of this Lease,and including,without limitation,Subsection 2.2
herein,a "Contract Year"shall be defined as that certain period commencing on
May 17"of a given year and ending on the last day of the 12th month thereafter.
2.2.Renewal Term(s).
At the expiration of the Initial Term herein,provided the Tenant is in good standing
and free from default hereunder,the City Manager may,at the City Manager's
sole option and discretion,renew and extend this Lease for the following
consecutive renewal terms ("Renewal Terms"):(i)one (1)year term,commencing
on May 17,2025 and expiring on May 16,2026,(ii)a three-year term,
commencing on May 17,2026 and expiring on May 16,2029;and (iii)a final term
for one (1)year and 364 days,commencing on May 17,2029 and expiring on May
15,2031,by providing Tenant with written notice not less than 180 days prior to
the Expiration Date,or not less than ninety (90)days prior to the expiration date
of a Renewal Term,as the case may be.
Notwithstanding anything in this subsection,in the event Tenant decides not to
renew the Lease,it shall provide the City Manager with written notice of its intent
not to renew at least three hundred and sixty-five (365)days prior to the Expiration
Date,or ninety (90)days prior to the expiration date of the then current Renewal
Term,as the case may be.
The Initial Term and any Renewal Term which may be approved by the City
Manager,in the City Manager's sole option and discretion.may be collectively
referred to herein as the "Term."
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2.3.Termination for Convenience.
Notwithstanding anything in this subsection,or any other term or condition in this
Lease,Landlord reserves the right,through the City Manager,to terminate this
Lease,without cause and without liability to Landlord,upon providing Tenant with
one hundred eight (180)days prior written notice.
3.Rent.
3.1.Base Rent.
Tenant's payment of Rent,as defined in this Section 3,shall commence on the
Commencement Date.
The Base Rent for the Demised Premises shall be for One Dollar ($1.00)per
Contract Year and other good and valuable consideration,the receipt and
sufficiency of which is hereby acknowledged by the parties hereto.
3.2.Additional Rent
In addition to the Base Rent,as set forth in Section 3.1,Tenant shall also pay the
following Additional Rent as provided below:
3.2.1.Intentionally Omitted
3.2.2.Property Taxes
The Property Tax Payment shall be payable by Tenant,in accordance with
Section 11 herein.
3.2.3.Insurance.
The Additional Rent shall NOT include Tenant's pro-rata share toward
estimated insurance costs incurred to insure the Retail Space
Notwithstanding the foregoing,if the City's costs to insure the Retail Space
increase because of Tenant's use of the Demised Premises,Tenant
unconditionally agrees to reimburse the City for any increase in insurance
costs associated with Tenant's occupancy.This insurance coverage is in.
addition to the insurance required pursuant to Section 9,which shall be
obtained at Tenant's sole expense and responsibility.A copy of the insurance
bill(s)or other evidence of such insurance costs,together with the City's
computation of Tenant's pro-rata share,will be made available to Tenant once
received from the insurer,if requested by Tenant.
3.2.4.
3.2.5
Janitorial Services_in Demised Premises
Notwithstanding anything in Section 3 or any other provision set forth herein,
Tenant shall be solely responsible for all day-to-day janitorial maintenance of
the Demised Premises.
Tenant's Taxes and Sales Taxes
Concurrent with the payment of the Additional Rent as provided herein,
Tenant shall also pay any and all sums for all applicable tax(es),including
without limitation,sales and use taxes and real estate taxes,imposed,levied,
or assessed against the Demised Premises or Tenant's use of the Demised
Premises,or any other charge or payment required by any governmental
authority having jurisdiction thereover,even though the taxing statute or
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4 .
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3.3
ordinance may purport to im pose such tax against Landlord.
The ad valorem tax assessm ent of the Retail Space fo r year 2020 was
estim ated at zero dollars ($0.00).Notw ithstanding the fo regoing sentence,the
C ity makes no w arranty or representation,w hether expressed or implied,that
the Retail Space and/or the Dem ised Premises will not be subject to ad
valorem (or other)taxes (real estate taxes)in subsequent years.If the
Retail Space is assessed real estate taxes,the City will pay the real estate
tax bill and invoice Tenant for the portion of the real estate tax bill,attributed
to the Dem ised Prem ises or Tenant's use of the Dem ised Premises,as
determ ined by Landlord in its sole discre tion and judgm ent.
Enfo rcem ent
Tenant agrees to pay the Base Rent and Additional Rent (Base Rent and
A dditional Rent may be collectively referred to as "Rent"),and any other amounts
as m ay be due and payable by Tenant under this Lease,at the tim e and in the
m a nner pro vided herein,and should said rents and/or other additional amounts due
he rein pro vided,at any tim e remain due and unpaid fo r a period of fifteen (15)days
after the sam e shall becom e due,Landlord may exercise any or all options available
to it hereunder,which options may be exercised concurrently or separately,or
Landlord may pursue any other rem edies enfo rced by law .
Location for Paym ent s
A ll Rents or other paym ents due hereunder shall be paid to the City at the follow ing address
C ity of Miam i Beach Finance Department
1700 Convention Center Drive,3rd Floor
Miam i Beach,Florida 33139
or at such other address as the City Manager or his/her designee may,from time to time,
designate in w riting.
Pa1ki ng .
This Lease does not grant any additional parking privileges not already available to the
ge neral public.Tenant m ay request,from the City 's Parking Departm ent,the use of no more
than eight (8)parking spaces,if available,at Municipal Parking G arage G-9.Rental rates
fo r parking spaces,including applicable sales and use tax,are determined by the Parking
De part m e nt and are subject to change.
6.LJse ang Possession gf Dem iseg Prem ises
61.The De m ised Prem ises shall be used by Tenant fo r the purpose(s)of providing an
inno vative public space com bining a Science,Technology,Engineering,Arts &Math
(S T EA M )education center,co-w orking space,and digital fabrication lab.
6.1.1 Background Screening.
In accordance with the re quirem ents of Section 1012.4 65,1012.32 and
10 12 .4 67,Florida Statutes,and School Board Policies 8475,1121.01,3121.01
and 412 1.01,as am ended from tim e to tim e,Tenant shall ensure that all
instructional personnel or contractor w ill be require d to subm it to a criminal
history check and background screening requirem ents,including level 2
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screening requirements,as outlined in the above-referenced statutes and
School Board Policies.
Any non-instructional personnel or contractor who is exempt from the screening
requirements set forth in §1012.465,§1012.468 or §1012.467,Florida Statutes,
is subject to a search of his or her name or other identifying information against
the registration information regarding sexual predators and sexual offenders
maintained by the Department of Law Enforcement under §943.043 and the
national sex offender public registry maintained by the United States Department
of Justice.
Further,upon obtaining clearance by the School Board,Tenant will obtain a
Florida Public Schools Contractor badge,which shall be worn by Tenant's
personnel or contractor at all times at the Demised Premises when students are
present.
The costs relating to the above described criminal history checks and
background screenings shall be borne by Tenant.
6.1.2 Confidentiality of Student Records.
Tenant understands and agrees that it is subject to all federal and state laws and
School Board policies relating to the confidentiality of student
information.Tenant further agrees to comply with the Family Educational Rights
and Privacy Act (FERPA"),20 USC.Section 1232g,as may be
amended.Tenant shall regard all student information as confidential and will not
disclose the student information to any third party.
6.2.The Demised Premises may be open for operation seven (7)days a week,with regular
hours of operation being as follows:
Hours of Operation:Monday -Saturday.10:00 AM to 8:00 PM
Nothing herein contained shall be construed to authorize hours contrary to the laws
governing such operations.Any change in the days and/or hours of operation shall require
the prior written consent of the City Manager;provided,however,that in no event shall
the hours of operation extend earlier than 7:00 AM or later than 12:00 AM.
6.3.It is understood and agreed that the Demised Premises shall be used by Tenant during
the Term of this Lease only for the purpose(s)/use(s)set forth in Section 7 hereof,and for
no other purpose(s)and/or use(s)whatsoever.Tenant will not make or permit any use of
the Demised Premises that,directly or indirectly,is forbidden by law,ordinance,or
government regulation,or that may be dangerous to life,limb or property.Tenant may not
commit (nor permit)waste on the Demised Premises;nor permit the use of the Demised
Premises for any illegal purposes;nor commit a nuisance on the Demised Premises.
6.3.1.In the event that Tenant uses the Demised Premises (or otherwise allows the
Demised Premises to be used)for any purpose(s)not expressly permitted herein,
or permits and/or allows any prohibited use(s)as provided herein,then Landlord
may declare this Lease in default pursuant to Section 16 or,without notice to
Tenant,restrain such improper use by injunction or other legal action.
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6.4
6.3.2 Tenant's uses and/or services provided in conjunction with the Demised Premises
may require Tenant to interact,from time to time,with City of Miami Beach officials
and employees,acting in their regulatory capacity.Notwithstanding the preceding,
Tenant hereby represents and warrants to Landlord that it shall in no way,whether
express or implied,give the impression that Tenant is in any way acting as an
agent and/or representative of the City of Miami Beach or the Miami Beach
Redevelopment Agency,nor that,by virtue of this Lease,Tenant derives any special
benefit and/or consideration from the City (acting in its regulatory capacity)with
regard to Tenant's services to third parties.Any violation of this Subsection by
Tenant shall be deemed as an automatic default under this Lease and,
notwithstanding any other provision set forth herein,shall entitle Landlord to
automatically terminate this Lease,without further notice to Tenant,and without
liability to Landlord.
Public Benefits
STEAM Education
Supporting Science,Technology,Engineering,Arts,and Mathematics education to students
throughout Miami Beach.
•1 Free field trip for up to 300 students in total each school year with no more than 22 students
each prior to March of each school year.After March,the number of students participating
may be adjusted from the following schools in Miami Beach:
•North Beach Elementary
•Miami Beach South Pointe Elementary
•Biscayne Beach Elementary
•Treasure Island Elementary
•Miami Beach Fienberg/Fisher K-8
•Miami Beach Nautilus Middle
•Miami Beach Senior High
•Lehrman Community Day School
•Yeshiva Elementary School
•Temple Beth Sholom Innovative School
•Mechina of South Florida High School
•Hebrew Academy Miami &Rabbi Alexander Gross High School
•Mater Beach Academy
•Montessori Academy at St.John's;and
o 20%off any additional field trips for the above listed public school in Miami Beach.
o 10%off all Moonlighter FabLab youth steam programming to all Miami Beach
residents/students.
•Free professional development workshops for up to 50 teachers at any Miami Beach school
listed above and rec staff per year.
•Annual Internships for Miami Beach resident High School Students attending any high school
listed.Up to 5 Students in Spring and up to 5 Students in Fall semester each year Internship
provides Advanced Manufacturing STEAM Basics Certification.
•Up to 1 free tour of Makerspace for all IT Academy Students in Miami Beach High,
Mechina of South Florida and Rabbi Alexander Gross High School;each respective
school must connect with Moonlighter to organize the annual tour.
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M iam i B each Resident Discounts
•Community Workshops:Our workshops teach the basic and safety use of various
advanced manufacturing equipment,hand tools,and design software available in the
lab.All Miami Beach residents will have an exclusive discount (with Photo ID confirming
MB residence)to all community workshops.10%off maker workshops for Miami Beach
residents.
•Nonprofits based in Miami-Beach receive up to 2 free technical office hours in support of
their mission-based projects.
•City of Miami Beach Senior Residents (ages 65+)receive a 15%discount on
memberships to Moonlighter Fablab.
•City of Miami Beach Schools listed below STEAM related clubs can schedule use of the space
for STEAM-related projects and activities up to 2 hours per month.Venue Waiver.
•North Beach Elementary
•Miami Beach South Pointe Elementary
•Biscayne Beach Elementary
•Treasure Island Elementary
•Miami Beach Fienberg/Fisher K-8 Center
•Miami Beach Nautilus Middle
•Miami Beach Senior High
•Lehrman Community Day School
•Yeshiva Elementary School
•Temple Beth Sholom Innovation School
•Mechina of South Florida High School
•Hebrew Academy Miami &Rabbi Alexander Gross High School
•Mater Beach Academy
•Montessori Academy at St.John's;and
V enue W aiv er
•Partner with Miami Beach Chamber of Commerce to provide free use of space for
business development workshops,networking events,or economic development events
up to four events annually.
•Up to 4 venue waivers per year:Exhibition space can be granted to civic,arts and
cultural,and educational organizations for exhibitions,fundraisers,workshops,and
events that support the advancement of the mission.
The fo llow ing ben efits are offered con ting ent upon success of additional fundraising efforts:
ST E A M Ed ucatio n
o Scholarships for up to 50 needs-based Miami Beach resident students to attend Summer STEAM
Camps at Moonlighter
o Scholarships for after-school sessions for low income/need-based Miami Beach resident student
attending Miami Beach Fienberg/Fisher K-8 and Biscayne Beach Elementary students with
transportation included from the school.Low income/need-based Miami Beach resident students
attending any of the private/charter schools listed above would be eligible for scholarships for after-
school sessions.
o Paid Summer internship programs for Miami Beach resident High School Students for students
attending Miami Beach Sr.High,Mechina of South Florida,and Rabbi Alexander Gross High School.
o On-Site STEAM programs at all Miami Beach Schools listed above subject to availability of necessary
on-site equipment.
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Urban Placemaking /Arts Activations
10%off design and fabrication services for non-profit,civic,or arts organizations.Partnering
with local Miami Beach institutions to activate public spaces and/or support arts initiatives with
the digital fabrication lab.Work with local artists to nurture emerging talent:Artisans and
Innovators in Residence.A residency program that supports creatives with the resources they
need to build their innovative concepts.
Free Community Events
Up to 10 free community events per year.Talks/lectures,panels,exhibitions,meetups,and
presentations exploring the fields of Art,Design,Engineering,Internet of Things,Machine
Learning,Artificial Intelligence,Robotics,Automation,Autonomous,Alternative Energies,
Advanced Manufacturing and Construction,Climate Resilience,Maker Education,and other
relevant topics to advance education and workforce development in the region,preparing the
city for innovation industries.
6.41 Annual Report
Within 60 days following the end of each Contract Year,Tenant shall submit an
annual report documenting achievement of the annual benchmarks identified as
Public Benefits in this Section 6.4,detailing the activities and events,and the number
of students,residents,and visitors impacted on an annual basis by no later than
July 31 of each year.
7.Improvements
71 Landlord has not made any representations or warranties as to the suitability or fitness of
the Demised Premises for the conduct of Tenant's business or for any other purpose,nor
has Landlord agreed to undertake any alterations or construct any Tenant improvements
to the Demised Premises except as expressly provided in this Lease.
7.2 Tenant accepts the Demised Premises in its present "AS IS"condition and may construct
or cause to be constructed,such interior and exterior improvements and maintenance to
the Demised Premises,as reasonably necessary for it to carry on its permitted use(s),as
set forth in Section 6;provided,however,that any plans for such improvements shall be
first submitted to the City Manager for his prior written consent,which consent,if granted
at all,shall be at the City Manager's sole and absolute discretion.
7.3 Tenant agrees that the existing kitchen exhaust hoods and duct work shall not be removed
or altered and shall remain in place when Tenant surrenders the Demised Premises upon
expiration of the Lease Term or earlier termination of the Lease.Additionally,any and all
approved improvements shall be made at Tenant's sole expense and responsibility.All
permanent (fixed)improvements to the Demised Premises shall remain the property of
Landlord upon termination and/or expiration of this Lease.Upon expiration of the Lease
Term or termination of the Lease,all personal property and non-permanent trade fixtures
may be removed by Tenant from the Demised Premises,provided that they can be (and
are)removed without damage to the Demised Premises.Tenant will permit no liens to
attach to the Demised Premises arising from,connected with,or related to the design and
construction of any improvements.Moreover,such construction shall be accomplished
through the use of licensed,reputable contractors who are acceptable to Landlord.Any
and all permits and or licenses required for the installation of improvements shall be the
sole cost and responsibility of Tenant Absent use of the kitchen exhaust hoods and related
infrastructure by Tenant,any and all maintenance and inspection costs related to the
kitchen exhaust hoods and related infrastructure shall be the sole cost and responsibility
of Landlord
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7.4 Notwithstanding Subsection 7.1,upon termination and/or expiration of this Lease,and at
City Manager's sole option and discretion,any or all alterations or additions made by
Tenant to or in the Demised Premises shall,upon written demand by the City Manager,
be promptly removed by Tenant,at its expense and responsibility,and Tenant further
hereby agrees,in such event,to restore the Demised Premises to their original condition
prior to the Commencement Date of this Lease.Tenant agrees to preserve and safeguard
the condition and integrity of the Demised Premises,as it is currently constructed and
improved.
7.5 The above requirements for submission of plans and the use of specific contractors shall
not apply to improvements (which term,for purposes of this Subsection 7.5 only,shall
also Include improvements as necessary for Tenant's maintenance and repair of the
Demised Premises)which do not exceed Five Hundred ($500.00)Dollars,provided that
the work is not structural,and provided that it is permitted by applicable law.
8.Landlord's Right of Entry.
8.1 The City Manager,and/or his authorized representatives,shall have the right to enter
upon the Demised Premises at all reasonable times for the purpose of inspecting same;
preventing waste;making such repairs as Landlord may consider necessary;and for the
purpose of preventing fire,theft,or vandalism.Landlord agrees that,whenever
reasonably possible,it shall use reasonable efforts to provide notice (whether written or
verbal),unless the need to enter the Demised Premises is an emergency,as deemed by
the City Manager,in his sole discretion,which if not immediately addressed could cause
property damage,loss of life or limb,or other injury to persons.Nothing herein shall imply
any duty on the part of Landlord to do any work that,under any provisions of this Lease,
Tenant may be required to perform,and the performance thereof by Landlord shall not
constitute a waiver of Tenant's default.
8.2 It Tenant shall not be personally present to open and permit entry into the Demised
Premises at any time,for any reason,and any entry thereon shall be necessary or
permissible,the City Manager,and/or his authorized representatives,may enter the
Demised Premises by master key,or,may forcibly enter the Demised Premises without
rendering Landlord or such agents liable therefore.
8.3 Tenant shall furnish Landlord with duplicate keys to all locks including exterior and
interior doors prior to (but no later than)the Commencement Date of this Lease.Tenant
shall not change the locks to the Demised Premises without the prior written consent of
the City Manager's designee,and in the event such consent is given,Tenant shall furnish
Landlord with duplicate keys to said locks in advance of their installation.
9.[gnants insurance Requirements
9.1 Before beginning any work and throughout the Term of the Lease (including renewal
periods),Tenant shall,at its sole cost and expense,comply with all insurance requirements
of Landlord.It is agreed that Tenant shall not occupy the Demised Premises until proof of
the following insurance coverage has been reviewed and approved by the City's Risk
Manager.All insurance policies required below shall be issued by companies authorized to
do business under the laws of the State of Florida.The insurance provider shall indicate that
insurance coverage has been obtained which meets the requirements as outlined below
by submitting original certificates of insurance to the City's Risk Manager and City
Manager's designee,respectively·
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9.1.1 Worker's Compensation Insurance for all employees of the vendor as required by
Florida Statute 440,and Employer Liability Insurance for bodily injury or disease.
Should Tenant be exempt from this Statute,Tenant and each employee shall hold the
City harmless from any injury incurred during performance of the Lease.The exempt
Tenant shall also submit (i)a written statement detailing the number of employees and
that they are not required to carry Workers'Compensation insurance and do not
anticipate hiring any additional employees during the term of this Lease or (ii)a copy
of a Certificate of Exemption.
9.1.2 Commercial General Liability Insurance on an occurrence basis,including products
and completed operations,property damage,bodily injury and personal &advertising
injury with limits no less than $1,000,000 per occurrence,and $2,000,000 general
aggregate.
9.1.3 AII-Risk property and casualty insurance,written at a minimum of eighty (80%)percent
of replacement cost value and with replacement cost endorsement,covering all
leasehold improvements installed in the Demised Premises by or on behalf of Tenant
and including without limitation all of Tenant's personal property in the Demised
Premises (including,without limitation,inventory,trade fixtures,floor coverings,
furniture,and other property removable by Tenant under the provisions of this
Agreement).
9.1.4 Liquor Liability Insurance on an occurrence basis,including property damage,bodily
injury and personal &advertising injury with limits no less than $1,000,000 per
occurrence.(Required,if necessary.)
9.2 Additional Insured -City of Miami Beach and the Miami Beach Redevelopment Agency
must be included by endorsement as an additional insured with respect to all liability
policies (except Professional Liability and Workers'Compensation)arising out of work or
operations performed on behalf of the Tenant including materials,parts,or equipment
furnished in connection with such work or operations and automobiles owned,leased,
hired or borrowed in the form of an endorsement to the Tenant's insurance.
9.3 Notice of Cancellation -Each insurance policy required above shall provide that coverage
shall not be cancelled,except with notice to the City of Miami Beach c/o EXIGIS Insurance
Compliance Services.
9.4 Waiver of Subrogation -Vendor agrees to obtain any endorsement that may be necessary
to affect the waiver of subrogation on the coverages required.However,this provision
applies regardless of whether the City has received a waiver of subrogation endorsement
from the insurer.
9.5 Acceptability of Insurers -Insurance must be placed with insurers with a current AM.Best
rating of A:VII or higher.If not rated,exceptions may be made for members of the Florida
Insurance Funds (i.e.FWCIGA,FAJUA).Carriers may also be considered if they are
licensed and authorized to do insurance business in the State of Florida.
9.6 Verification of Coverage -Contractor shall furnish the City with original certificates and
amendatory endorsements,or copies of the applicable insurance language,effecting
coverage required by this contract.All certificates and endorsements are to be received
and approved by the City before work commences.However,failure to obtain the required
documents prior to the work beginning shall not waive the Contractor's obligation to provide
them.The City reserves the right to require complete,certified copies of all required
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insurance policies,including endorsements,required by these specifications,at any time.
9.7 CERTIFICATE HOLDER MUST READ:
City of Miami Beach
c/o Exigis Insurance Compliance Services
P.O.Box 947 Murrieta,CA 92564
Kindly submit all certificates of insurance,endorsements,exemption letters to our servicing
agent,EXIGIS,at:
Certificates-miamibeach@riskworks.com
9.8 Compliance with the foregoing requirements shall not relieve Tenant of its liability and
obligation under this section or under any other section of this Lease.
9.9 Landlord reserves the right to impose additional reasonable insurance requirements as
Landlord may deem necessary or in accordance with common practice.
9.10 The policies of insurance referred to above shall not be subject to cancellation or changing
coverage except upon at least thirty (30)days written notice to Landlord and then subject
to the prior written approval of the City's Risk Manager.Should Tenant fail to obtain,
maintain,or renew the policies of insurance referred to above,in the required amounts,
Landlord may,at its sole discretion,obtain such insurance,and any sums expended by
Landlord in obtaining said insurance,shall be repaid by Tenant to Landlord,plus ten
percent (10%)of the amount of premiums paid to compensate Landlord for administrative
costs.If Tenant does not repay City's expenditures within fifteen (15)days of demand,the
total sum owed shall accrue interest at the rate of twelve percent (12%)until paid,and such
failure shall be deemed an event of default hereunder.
9.11 Waiver of Subrogation.
Tenant hereby waives,on behalf of itself and its insurer(s)(none of which shall ever be
assigned any such claim or be entitled thereto due to subrogation or otherwise),any and
all rights of recovery,claim,action,or cause of action,against Landlord,its agents,officers,
or employees,for any loss or damage that may occur to the Demised Premises,or any
improvements thereto,or any personal property of such party therein,by reason of fire,
the elements,or any other causes which are,or could or should be insured against under
the terms of the standard fire and extended coverage insurance policies referred to in this
Lease,regardless of whether such insurance is actually maintained and regardless of the
cause or origin of the damage involved,including negligence of Landlord,its agents
officers,or employees.
The Tenant shall obtain from its respective insurer(s),under all policies of fire,theft,public
liability,worker's compensation,and other insurance maintained at any time during the term
hereof insuring or covering the Retail Space or any portion thereof or operations therein,a
waiver of all rights of subrogation which Tenant's insurer might have against Landlord,and
Tenant shall indemnify,defend,and hold harmless Landlord against any loss or expense,
including reasonable attorneys'fees (appellate or otherwise)resulting from the failure to
obtain such waiver.
10 Property _Taxes and AssessmenIS.
For the purposes of this Section and other provisions of this Lease
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10.1 The term "Property Taxes"shall mean (i)real estate taxes,assessments,and special
assessments of any kind which may be imposed upon the Demised Premises,and (ii)any
expenses incurred by the City in obtaining a reduction of any such taxes or assessments.
10.2 The term "Property Tax Year"shall mean the period of twelve (12)calendar months,
beginning on January 1St of each year
10.3 Tenant shall pay,as Additional Rent pursuant to Section 3.2,for such Property Tax Year
an amount ("Property Tax Payment")equal to Tenant's pro-rata share of the Property
Taxes (if any)for the Retail Space for such Property Tax Year;said pro-rata share to be
determined by the City based upon the ratio of the Demised Premises to the Retail Space
or based upon Tenant's use of the Demised Premises.If a Property Tax Year ends after
the expiration of the Lease Term or termination of the Lease,the Property Tax Payment
therefore shall be prorated to correspond to that portion of such Property Tax Year
occurring within the Term of this Agreement.The Property Tax Payment shall be payable
by Tenant immediately upon receipt of notice from the City.A copy of the tax bill(s)or other
evidence of such taxes issued by the taxing authorities,together with the City's
computation of the Property Tax Payment,will be made available to Tenant once received
from the taxing authorities,if requested by Tenant.Tenant shall pay any difference in the
amount between the estimated property taxes and the actual property taxes to the City
immediately,upon receipt of request for said payment from the City.
11.Assignment and Subletting.
Tenant shall not have the right to assign the Lease or sublet the Demised Premises
without the prior written consent of the City Manager,which consent,if given at all,shall be
at the City Manager's sole option and discretion.At the City Manager's sole discretion,the
approval of any assignment of the Lease or sublease may be submitted for approval to the
City Commission.
12.Operation Maintenance and Repair
12.1 Tenant shall be solely responsible for the operation,maintenance,and repair of the
Demised Premises.Tenant shall,at its sole expense and responsibility,maintain the
Demised Premises,and all fixtures and appurtenances therein,and shall make all repairs
thereto,as and when needed,to preserve them in good working order and condition.Tenant
shall be responsible for all interior walls and the interior and exterior of all windows and
doors,as well as immediate replacement of any and all plate glass or other glass in the
Demised Premises which may become broken,using glass of the same or better quality.
12.2 Landlord shall be responsible for the maintenance of the Retail Space's roof,the exterior
of the Retail Space,the structural electrical and plumbing (other than plumbing surrounding
any sink(s)and/or toilet(s),including such sink(s)and toilet(s)fixture(s),within the Demised
Premises),the common areas and any HVAC systems shared by more than one tenant.
Landlord shall maintain and/or repair those items that it is responsible for,so as to keep
same in proper working condition.
12.3 AII damage or injury of any kind to the Demised Premises,and including without limitation
its fixtures,glass,appurtenances,and equipment (if any),or to the building fixtures,glass,
appurtenances,and equipment,if any,except damage caused by the gross negligence
and/or willful misconduct of Landlord,shall be the sole obligation of Tenant,and shall be
repaired,restored or replaced promptly by Tenant,at its sole expense and to the
satisfaction of Landlord.
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12.4 All of the aforesaid repairs,restorations and replacements shall be in quality and class equal
to or better than the original work or installations and shall be done in good and
workmanlike manner.
12.5 If Tenant fails to make such repairs or restorations or replacements,the same may be
made by Landlord,at the expense of Tenant,and all sums spent and expenses incurred
by Landlord shall be collectable by Landlord and shall be paid by Tenant within three (3)
days after submittal of a bill or statement therefore.
12.6 It shall be Tenant's sole obligation and responsibility to ensure that any renovations,
repairs and/or improvements made by Tenant to the Demised Premises comply with all
applicable building codes and life safety codes of governmental authorities having
jurisdiction.
12.7 Tenant Responsibilities for Utilities
Tenant is solely responsible for,and shall promptly pay when due,all charges for
electricity,gas,cable,telephone,internet,and any other utility service provided to the
Demised Premises,including,without limitation,all hook-up fees and impact fees.
In addition to other rights and remedies hereinafter reserved to Landlord,upon the failure
of Tenant to pay for such utility services (as contemplated in this Subsection 12.7)when
due,Landlord may elect,at its sole discretion,to pay same,whereby Tenant agrees to
promptly reimburse Landlord upon demand.
In no event,however,shall Landlord be liable,whether to Tenant or to third parties,for an
interruption or failure in the supply of any utilities or services to the Demised Premises.
12.8 TENANT HEREBY ACKNOWLEDGES AND AGREES THAT THE DEMISED PREMISES
ARE BEING LEASED IN THEIR PRESENT "AS IS"CONDITION.
13.governmental Regulations
Tenant shall obtain,at Tenant's expense,all governmental and private approvals,licenses,
and permits required to make any improvements and to lawfully operate its business at the
Demised Premises.Tenant covenants and agrees to fulfill and comply with all statutes,
ordinances,rules,orders,regulations.and requirements of any and all governmental bodies,
including but not limited to Federal,State,County,and local governments,and shall also
comply with and fulfill all applicable rules,orders,and regulations,all at Tenant's own
expense and responsibility.Tenant shall pay all costs,expenses,claims,fines,penalties,
and damages that may be imposed because of the failure of Tenant to comply with this
Section and shall indemnify and hold harmless Landlord from all liability arising from any
noncompliance.
14.Liens.
Tenant will not permit any mechanics,laborers,or materialman's liens to stand against the
Demised Premises or improvements for any labor or materials to Tenant or claimed to have
been furnished to Tenant's agents,contractors,or sub-tenants,in connection with work of
any character performed or claimed to have performed on said Premises,or improvements
by or at the direction or sufferance of Tenant;provided however,Tenant shall have the right
to contest the validity or amount of any such lien or claimed lien.In the event of such contest,
Tenant shall give Landlord reasonable security as may be demanded by Landlord to insure
payment thereof and prevent sale,foreclosure,or forfeiture of the Premises or
improvements by reasons of such non-payment.Such security shall be posted by Tenant
within ten (10)days of written notice from Landlord,or Tenant may "bond off the lien
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according to statutory procedures.Tenant will immediately pay any judgment rendered
with all proper costs and charges and shall have such lien released or judgment satisfied
at Tenant's own expense.
15.Condemnation
15.1 If at any time during the Term of this Lease (including any renewal term hereunder)all or
any part or portion of the Demised Premises is taken,appropriated,or condemned by
reason of Eminent Domain proceedings,then this Lease shall be terminated as of the date
of such taking,and shall thereafter be completely null and void,and neither of the parties
hereto shall thereafter have any rights against the other by reason of this Lease or anything
contained therein,except that any rent prepaid beyond the date of such taking shall be
prorated to such date,and Tenant shall pay any and all Rents,utility charges,and/or other
costs for which it is liable under the terms of this Lease,up to the date of such taking.
15.2 Except as hereunder provided,Tenant shall not be entitled to participate in the proceeds of
any award made to Landlord in any such Eminent Domain proceeding,excepting,however,
Tenant shall have the right to claim and recover from the condemning authority,but not
from Landlord,such compensation as may be separately awarded or recoverable by
Tenant in Tenant's own right on account of any and all damage to Tenant's business by
reasons of the condemnation and for or on account of any cost or loss which Tenant might
incur in removing Tenant's furniture and fixtures.
16.Tenant's Default
16.1 Events of Default by Tenant.
At Landlord's option,any of the following shall constitute an Event of Default under this
Lease:
16.1.1 The Rent or any other amounts as may be due and payable by Tenant under this
Lease,or any installment thereof,is not paid promptly when and where due,and
Tenant shall not have cured such failure within five (5)days after receipt of written
notice from Landlord specifying such default;
16.1.2 The Demised Premises shall be deserted,abandoned,or vacated;
16.1.3 Tenant shall fail to comply with any term,provision,condition,or covenant
contained herein other than the payment of Rent and shall not cure such failure
within thirty (30)days after the receipt of written notice from Landlord specifying
any such default;or such longer period of time acceptable to Landlord,at its sole
discretion;
16.1.4 Receipt of notice of violation from any governmental authority having jurisdiction
dealing with a law,code,regulation,ordinance,or the like,which remains uncured
for a period of thirty (30)days from its issuance,or such longer period of time as
may be acceptable and approved in writing by the City Manager,at his sole
discretion;
16.1.5 Any petition is filed by or against Tenant under any section or chapter of the
Bankruptcy Act,as amended,which remains pending for more than sixty (60)days,
or any other proceedings now or hereafter authorized by the laws of the United
States or of any state for the purpose of discharging or extending the time for
payment of debts,
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16 .1.6 Tenant shall becom e insolvent;
16 .1.7 Tenant shall make an assignm ent fo r benefit of creditors;
16 .1.8 A receiver is appointed fo r Tenant by any court and shall not be dissolved within
thirty (30)days thereafter;or
16 .1.9 The leasehold interest is levied on under execution
16 .1.1 OT enant fa ils to rem ain a not-fo r-profit corporation at all tim es during the Term of the
Lease.
16 .2 Lan dlord's R ights on Default.
Upon an Event of Default by Tenant as provided herein,Landlord shall have the option to do
any of the fo llow ing,in addition to and not in lim itation of,any other remedy permitted by
law or by this Lease:
16 .2.1 Term inate this Lease,in w hich event Tenant shall im m ediate y surrender the
De m ised Prem ises to Landlord,but if Tenant shall fail to do so,Landlord may,
without further notice,and without prejudice to any other rem edy Landlord may have
fo r possession or arrearages in Rent or dam ages fo r breach of contract,enter upon
the Dem ised Prem ises and expel or rem ove Tenant and its effects in accordance
w ith law ,without being liable for pro secution or any claim fo r dam ages therefore,
and Tenant agrees to indem nify and hold harm less Landlord fo r all loss and
dam age w hich Landlord may suffer by reasons of such Lease termination,whether
through inability to re-let the Dem ised Prem ises,or otherw ise.
16 .2.2 Declare the entire am ount of the Rent w hich would become due and payable
during the rem ainder of the Term of this Lease to be due and payable im mediately,
in which event Tenant agrees to pay the sam e at once,together with all rents
therefo re due,at the address of Landlord,as provided in the Notices section of this
Lease;provided,how ever,that such paym ent shall not constitute a penalty,
fo rfeiture,or liquidated dam age,but shall merely constitute payment in advance
of the Rents fo r the rem ainder of said Term and such paym ent shall be considered,
construed and taken to be a debt provable in bankruptcy or receivership.
16 .2 .3 E nter the D em ised Prem ises as the agent of Tenant,by fo rce if necessary,without
being liable to pro secution or any claim fo r dam ages therefo re;rem ove Tenant's
property there from ;and re-let the Dem ised Prem ises,or portions thereof,fo r such
term s and upon such conditions w hich Landlord deem s,in its sole discretion,
desirable,and to receive the rents there fo re,and Tenant shall pay Landlord any
deficiency that may arise by reason of such re-letting,on dem and at any time and
from tim e to tim e at the office of Landlord;and for the purpose of re-letting,Landlord
m ay (i)make any repairs,changes,alterations or additions in or to said Demised
Prem ises that m ay be necessary or convenient;(ii)pay all costs and expenses
therefo re from rents resulting fro m re-letting;and (iii)Tenant shall pay Landlord any
deficiency as aforesaid.
16 .2 .4 Take possession of any personal property ow ned by Tenant on said Demised
Prem ises and sell the sam e at public or private sale,and apply same to the payment
of rent due,holding Tenant liable fo r the deficiency,if any.
16 .2 .5 It is expressly agreed and understood by and betw een the parties hereto that any
installm ents of Rent accruing under the provisions of this Lease which shall not be
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paid when due shall be subject to a late charge of Fifty and 00/100 ($50.00),plus
interest at the rate of eighteen (18%)percent per annum,or the maximum amount
allowable under Florida law,whichever is lesser,from the due date of payment
until such time as payment is actually received by Landlord.Any failure on
Landlord's behalf to enforce this Section shall not constitute a waiver of this
provision with respect to future accruals of past due Rent.
16.2.6 If Tenant shall default in making any payment of monies to any person or for any
purpose as may be required hereunder,Landlord may pay such expense,but
Landlord shall not be obligated to do so.Tenant,upon Landlord's paying such
expense,shall be obligated to forthwith reimburse Landlord for the amount thereof.
All sums of money payable by Tenant to Landlord hereunder shall be deemed as
Rent for use of the Demised Premises and collectable by Landlord from Tenant as
Rent,and shall be due from Tenant to Landlord on the first day of the month
following the payment of the expense by Landlord.
16.2.7 The rights of Landlord under this Lease shall be cumulative but not restrictive to
those given by law and failure on the part of Landlord to exercise promptly any
rights given hereunder shall not operate to waive or to forfeit any of the said rights.
17.Landlord's Default.
17 .1 The failure of Landlord to perform any of the covenants,conditions and agreements
of this Lease which are to be performed by Landlord and the continuance of such failure
for a period of thirty (30)days after notice thereof in writing from Tenant to Landlord (which
notice shall specify the respects in which Tenant contends that Landlord failed to perform
any such covenant,conditions and agreements)shall constitute a default by Landlord,
unless such default is one which cannot be cured within thirty (30)days because of
circumstances beyond Landlord's control,and Landlord within such thirty (30)day period
shall have commenced and thereafter shall continue diligently to prosecute all actions
necessary to cure such defaults.
17.2 Tenant's Rights on Default
If an event of Landlord's default shall occur,Tenant,to the fullest extent permitted by law,
shall have the right and option to terminate this Lease and all of its obligations hereunder
by giving written notice of such election to Landlord,and,subject to the limitations on
Landlord's liability,as set forth in Section 33,shall further have the right to pursue any
actions at law or suits in equity to obtain damages resulting from Landlord's default.
Notwithstanding anything in this Section or elsewhere in the Lease,in the event of a default
by Landlord,Tenant hereby agrees and acknowledges that in no event shall Landlord be
liable for any of Tenant's incidental,indirect,special,or consequential damages which
may be alleged as a result of Landlord's default,including,without limitation,loss of
revenue and lost profits
18.Compliance.
Tenant shall comply with all applicable City,County,State,and Federal ordinances,statutes,
rules,and regulations including,but not limited to,all applicable environmental City,
County,State,and Federal ordinances,statutes,rules,and regulations,as may be
amended from time to time.
19.Ag Discrimination
In connection with its operations,Tenant shall not discriminate against any employee or
applicant for employment on the basis of actual or perceived race,color,national origin,
religion,sex,intersexuality,gender identity,sexual orientation,marital and familial status,
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age,disability,ancestry,height,weight,domestic partner status,labor organization
membership,familial situation,or political affiliation.
Additionally,Tenant shall comply fully with the City of Miami Beach Human Rights
Ordinance,codified in Chapter 62 of the City Code,as may be amended from time to time,
prohibiting discrimination in employment (including independent contractors),housing,public
accommodations,public services,and in connection with its membership or policies
because of actual or perceived race,color,national origin,religion,sex,intersexuality,
gender identity,sexual orientation,marital and familial status,age,disability,ancestry,
height,weight,hair texture and/or hairstyle,domestic partner status,labor organization
membership,familial situation,or political affiliation.
20.Florida Public Records Law.
20.1 Tenant shall comply with Florida Public Records law under Chapter 119,Florida Statutes,
as may be amended from time to time.
20.2 The term "public records"shall have the meaning set forth in Section 119.011(12),which
means all documents,papers,letters,maps,books,tapes,photographs,films,sound
recordings,data processing software,or other material,regardless of the physical form,
characteristics,or means of transmission,made or received pursuant to law or ordinance
or in connection with the transaction of official business of the City.
20.3 Pursuant to Section 119.0701 of the Florida Statutes,if Tenant meets the definition of
"Contractor"as defined in Section 119.0701(1)a),Tenant shall:
20.31 Keep and maintain public records required by the City to perform the service;
20.3.2 Upon request from the City's custodian of public records,provide the City with a copy
of the requested records or allow the records to be inspected or copied within a
reasonable time at a cost that does not exceed the cost provided in Chapter 119,
Florida Statutes or as otherwise provided by law:
20.3.3 Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed,except as authorized by law,for
the duration of the contract term and following completion of the Lease if Tenant does
not transfer the records to the City;
20.3.4 Upon completion of the Lease,transfer,at no cost to the City,all public records in
possession of Tenant or keep and maintain public records required by the City to
perform the service.lfTenant transfers all public records to the City upon completion
of the Lease,Tenant shall destroy any duplicate public records that are exempt or
confidential and exempt from public records disclosure requirements.If Tenant keeps
and maintains public records upon completion of the Lease,Tenant shall meet all
applicable requirements for retaining public records.All records stored electronically
must be provided to the City,upon request from the City's custodian of public records,
in a format that is compatible with the information technology systems of the City.
20.4 Request_for Records;Noncompliance.
20 4.1 A request to inspect or copy public records relating to the City's contract for services
must be made directly to the City.If the City does not possess the requested
records,the City shall immediately notify Tenant of the request,and Tenant must
provide the records to the City or allow the records to be inspected or copied within a
reasonable time.
20 4 2 Tenant's failure to comply with the City's request for records shall constitute a breach
of this Lease,and the City,at its sole discretion,may:(1)unilaterally terminate the
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Lease;(2)avail itself of the remedies set forth under the Lease;and/or (3)avail itself of
any available remedies at law or in equity.
20.4.3 A Tenant who fails to provide the public records to the City within a reasonable time
may be subject to penalties under s.119.10
20.5 Civil Action.
20.5.1 If a civil action is filed against a Tenant to compel production of public records relating
to the City's contract for services,the court shall assess and award against Tenant the
reasonable costs of enforcement,including reasonable attorney fees,if:
20.5.1.1 The court determines that Tenant unlawfully refused to comply with the public
records request within a reasonable time;and
20.5.1.2 At least 8 business days before filing the action,the plaintiff provided written
notice of the public records request,including a statement that Tenant has
not complied with the request,to the City and to Tenant.
20.5.2 A notice complies with subparagraph 20.5.1.2 if it is sent to the City's custodian of
public records and to Tenant at Tenant's address listed on its contract with the City or
to Tenant's registered agent.Such notices must be sent by common carrier delivery
service or by registered,Global Express Guaranteed,or certified mail,with postage or
shipping paid by the sender and with evidence of delivery,which may be in an
electronic format.
20.5.3 A Tenant who complies with a public records request within 8 business days after the
notice is sent is not liable for the reasonable costs of enforcement.
20.6 IF THE TENANT HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119,FLORIDA STATUTES,TO THE
TENANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO
THIS AGREEMENT,CONTACT THE CUSTODIAN OF PUBLIC
RECORDS AT:
CITY OF MIAMI BEACH
ATTENTION:RAFAEL E.GRANADO,CITY CLERK
1700 CONVENTION CENTER DRIVE
MIAMI BEACH,FLORIDA 33139
E-MAIL:RAFAELGRANADO@MIAMIBEACHFL.GOV
PHONE:305-673-7411
21.Indemnity Against Costs and Charges
21.1 Tenant shall be liable to Landlord for all costs and charges,expenses,reasonable
attorney's fees,and damages which may be incurred or sustained by Landlord,by reason
of Tenant's breach of any of the provisions of this Lease.Any sums due Landlord under
the provisions of this item shall constitute a lien against the interest of Tenant and the
Demised Premises and all of Tenant's property situated thereon to the same extent and on
the same conditions as delinquent Rent would constitute a lien on said premises and
property.
21.2 If Tenant shall at any time be in default hereunder,and if Landlord shall deem it necessary
to engage an attorney to enforce the City's rights and Tenant's obligations hereunder,
Tenant will reimburse Landlord for the reasonable expenses incurred thereby,including,
but not limited to,court costs and reasonable attorney's fees,whether suit be brought or
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not and if suit be brought,then Tenant shall be liable for expenses incurred at both the
trial and appellate levels.
22.Indemnification Against Claims.
22.1 Tenant shall indemnify and hold Landlord harmless from and against any and all claims
or causes of action (whether groundless or otherwise)by or on behalf of any person,firm,
or corporation,for personal injury or property damage occurring upon the Demised
Premises or upon the Property or appurtenance used in connection with the Demised
Premises,occasioned in whole or in part by any of the following:
22.1.1 An act or omission on the part of Tenant,or any employee,agent,contractor,
invitee,guest,assignee,sub-tenant,or subcontractor of Tenant;
22.1.2 Any misuse,neglect,or unlawful use of the Demised Premises by Tenant,or any
employee,agent,contractor.invitee,guest,assignee,sub-tenant,or subcontractor
of Tenant;
22.1.3 Any breach,violation,or non-performance of any undertaking of Tenant under this
Lease,
22.1.4 The use or occupancy of the Demised Premises by Tenant or anyone holding or
claiming to hold through or under this Lease.
22.2 Tenant agrees to pay all damages to the Demised Premises and/or the Property used in
connection therewith,caused by Tenant or any employee,agent,contractor,guest,or
invitee of Tenant.
23.Signs and Advertising.
Without the prior written consent of the City Manager,which consent,if given at all,shall
be at the City Manager's sole and absolute discretion,Tenant shall not permit the painting
and display of any signs,plaques,lettering or advertising material of any kind on or near the
Demised Premises.All additional signage shall comply with signage standards established
by the City and comply with all applicable building codes,and any other municipal,County,
State,and Federal laws.
24.E[feC'Of Conveyance.
The term "City","RDA",and/or "Landlord"as used in the Lease means only the owner for
the time being of the Property containing the Demised Premises,such that in the event of
any sale of said Property,or in the event of a lease of said Property,Landlord shall be and
hereby is entirely freed and relieved of all covenants and obligations of Landlord hereunder,
and it shall be deemed and construed without further agreement between the parties,or
between the parties and the purchaser at such sale,or the lease of this building,that the
purchaser or Tenant has assumed and agreed to carry out all covenants and obligations
of Landlord hereunder.
25.Damage to_the Demised Premises
25.1 If the Demised Premises shall be damaged by the elements or other casualty not due to
Tenant's negligence,or by fire,but are not thereby rendered untenantable,as
determined by the City Manager,in his sole discretion,in whole or in part,and such
damage is covered by the City's insurance,if any,(hereinafter referred to as "such
occurrence"),Landlord,shall,as soon as possible after such occurrence,utilize the
insurance proceeds to cause such damage to be repaired and the Rent shall not be
abated.If by reason of such occurrence,the Demised Premises shall be rendered
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untenantable,as determ ined by the City Manager,in his sole discretion,only in part,
Landlord shall as soon as possible utilize the insurance proceeds to cause the damage
to be repaired,and the Rent meanw hile shall be abated pro portionately as to the portion
of the De m ised Prem ises rendered untenantable;provided however,that Landlord shall
pro m ptly obtain a good faith estim ate of the tim e required to render the Demised
Prem ises tenantable and if such tim e exceeds sixty (60)days,either party shall have the
optio n of canceling this Lease.
25 .2 If the D em ised Prem ises shall be rendered w holly untenantable by reason of such
occurrence,Landlord shall have the option,but not the obligation,in its sole discretion,to
utilize the insurance pro ceeds to cause such dam age to be repaired and the Rent
meanw hile shall be abated.How ever,Landlord shall have the right,to be exercised by
notice in w riting delivered to Tenant within sixty (60)days fro m and after said occurrence,
to elect not to reconstruct the destroyed Dem ised Prem ises,and in such event,this Lease
and the tenancy hereby created shall cease as of the date of said occurrence,the Rent
to be adjusted as of such date.If the Dem ised Premises shall be rendered wholly
untena ntable,Tenant shall have the right,to be exercised by notice in writing,delivered to
Landlo rd w ithin thirty (30)days from and after said occurrence,to elect to terminate this
Lease ,the Rent to be adjusted accordingly.
Notw ithstanding any clause contained in this Section 25,if the dam age is not covered by
the C ity's insurance,then Landlord shall have no obligation to repair the damage,but
Landlo rd shall advise Tenant in writing w ithin thirty (30)days of the occurrence giving rise to
the da m age and of its decision not to repair,and Tenant may,at any tim e thereafter,elect
to term inate this Lease,and the Rent shall be adjusted accordingly.
26 .Qu iet Enjo ym ent
Te nant shall enjoy quiet enjoym ent of the Dem ised Premises and shall not be evicted or
disturbed in possession of the Dem ised Prem ises so long as Tenant com plies with the
term s of this Lease.
27 .N ai ver.
27.1 The part ies m utually covenant and agree that the fa ilure of either party to insist upon the
strict perf orm ance of any of the conditions.covenants,terms,or provisions of this Lease,or
to exercise any option herein conferred,will not be considered or construed as a waiver
or relinq uishm ent fo r the future of any such conditions,covenants,terms,pro visions or
optio ns but the sam e shall continue and rem ain in full force and effect
27.2 A w aiver of any term expressed herein shall not be im plied by any neglect of a party to
declare a fo rf eiture on account of the violation of such term if such violation by continued
or repeated subsequently and any express w aiver shall not affect any term other than the
one spe cified in such waiver and that one only fo r the time and in the manner specifically
stated .
27.3 The receipt of any sum paid by Tenant to Landlord after breach of any condition,
covena nt,term ,or provision herein contained shall not be deemed a waiver of such
breach,but shall be taken.considered and construed as payment fo r use and
occupatio n,and not as Rent,unless such breach be expressly waived in writing by
Landlo rd.
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28.Notices
The addresses for all notices required under this Lease shall be as follows,or at such
other address as either party shall be in writing,notify the other
LANDLORD:
With copy to:
TENANT:
City Manager
City of Miami Beach
1700 Convention Center Drive
Miami Beach,Florida 33139
Asset Division
City of Miami Beach
1700 Convention Center Drive
Miami Beach,Florida 33139
Thomas Pupo,Director
Moonlighter Fablab,Inc.
2041 NW 1St Place
Miami,Florida 33127
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Any notice,consent,or other instrument required or permitted to be given under this Lease
shall be in writing and shall be delivered in person,or sent by certified mail,return receipt
requested,or overnight express mail courier,postage prepaid,addressed as set forth above,
and if to Tenant,at the Demised Premises.
29.Entire and Binding Lease
This Lease contains all of the agreements between the parties hereto,and it may not
be modified in any manner other than by agreement in writing signed by all the parties
hereto or their successors in interest.The terms,covenants and conditions contained
herein shall inure to the benefit of and be binding upon Landlord and Tenant and
their respective successors and assigns,except as may be otherwise expressly
provided in this Lease.
30.Provisions Severable
If any term or provision of this Lease or the application thereof to any person or
circumstance shall,to any extent,be invalid or unenforceable,the remainder of this
Lease,or the application of such term or provision to persons or circumstances other
than those as to which it is held invalid or unenforceable,shall not be affected thereby
and each term and provision of this Lease shall be valid and be enforced to the fullest
extent permitted by law.
31.Captions
The captions contained herein are for the convenience and reference only and shall
not be deemed a part of this Lease or construed as in any manner limiting or
amplifying the terms and provisions of this Lease to which they relate.
32.Number and Gender
Whenever used herein,the singular number shall include the plural and the plural
shall include the singular,and the use of one gender shall include all genders.
33.Limitation of Liability
Landlord desires to enter into this Lease only if in so doing Landlord can place a limit on
the Landlord's liability for any cause of action for money damages due to an alleged
breach by Landlord of this Lease,so that its liability for any such breach never exceeds
the sum of one hundred ($100.00)Dollars.Tenant hereby expresses its willingness to
enter into this Lease with Tenant's recovery from Landlord for any damage action for
breach of contract to be limited to a maximum amount of $100.00.Accordingly,and
notwithstanding any other term or condition of this Lease,Tenant hereby agrees that
Landlord shall not be liable to Tenant for damage in an amount in excess of $100.00 for
any action or claim for breach of contract arising out of the performance or non-
performance of any obligations imposed upon Landlord by this Lease.Nothing contained
in this Section or elsewhere in this Lease is in any way intended to be a waiver of the
limitation placed upon the City's or RDA's liability as set forth in Florida Statutes,Section
768.28.
34.Surrender of the Demised Premises.
Tenant shall,on or before the last day of the Term herein demised,or the sooner
termination thereof,peaceably and quietly leave,surrender and yield upon to Landlord
the Demised Premises,together with any and all equipment,fixtures,furnishings,
appliances or other personal property,if any,located at or on the Demised Premises and
used by Tenant in the maintenance,management or operation of the Demised Premises,
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excluding any trade fixtures or pe rsonal property,if any,w hich can be rem oved w ithout
m aterial injury to the De m ised Prem ises,free of all liens,claim s and encum brances and
rights of others or broom -clea n,together with all structural changes,alterations,
additio ns,and im pro vem ents w hich m ay have been made upon the Dem ised Pre m ises,
in good order,condition and repair,reasonable w ear and tear excepted,subject,how ever,
to the subsequent provisions of this Section.
A ny property which pursuant to the pro visions of this Section is rem ovable by Tenant on
or at the D em ised Prem ise s upon the term ination of this Lease and is not so rem oved
m ay,at the option of Landlo rd,be deem ed abandoned by Tenant,and either may be
retained by Landlo rd as its propert y or m ay be rem oved and disposed of at the sole cost
of Tenant in such m anne r as Land lord m ay see fit.If the Dem ised Prem ises and personal
propert y,if any,are not surrende red at the end of the Term as provided in this Section,
Tena nt shall be respo nsible to Landlord fo r all dam ages w hich Landlord shall suffer by
reaso n thereof,and shall inde m n ify and hold harm less Landlord against all claim s made
by any succeeding tena nt or purchaser,so far as such delay is occasioned by the failure
of Tenant to surrender the De m ised Prem ises as and w hen herein required.
35 .i m e is of the Essence.
Tim e is of the essence in every particular and particularly w here the obligation to pay
m o ney is involved.
36 .V enue .
This Lease shall be de em e d to ha ve been made and shall be construed and interpreted
in accordance with the law s of the S tate of Florida.This Lease shall be enfo rceable in
M ia m i-D ade County,Flo rida ,and if legal action is necessary by either party with
respect to the enfo rcem e nt of any and all the term s or conditions herein,exclusive
ve nue fo r the enfo rcem e nt of sa m e shall lie in Miam i-Dade County,Florida.
LANDLORD AND TENANT HEREBY KNOWINGLY AND INTENTIONALLY WAIVE
THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING THAT
LANDLORD AND TENANT MAY HEREINAFTER INSTITUTE AGAINST EACH
OTHER WITH RESPECT TO ANY MATTER ARISING OUT OF OR RELATED TO
THIS LEASE.
37 .Rado n Discl osur e
R ado n is a naturally occurring radioactive gas that,w hen it is accum ulated in a building
in suff icient quantities,m ay present health risks to persons w ho are exposed to it over
tim e.Levels of rado n that exce ed Federal and State guidelines have been fo und in
buildings in Florida.A dditio nal info rm ation regarding ra don and radon testing may be
obtained from your C ounty P ublic Health Unit.
38 .NO Dangerous Materials
Tenant agrees not to use or pe rm it in the Dem ised Prem ises the storage and/o r use of
gaso line,fuel oils,diesel,illu m inating oils,oil lam ps,com bustible-pow ered electricity-
producing generators,turpentine,benzene,naphtha,propane,natural gas,or other
sim ilar substances,com bustib le m aterials,or explosives of any kind,or any substance
or thing pro hibited in the standa rd policies of fire insurance com panies in the State of
Florida.A ny such substances or m aterials fo und w ithin the Dem ised Prem ises shall be
im m ediately rem o ved .
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39.
Tenant shall indemnify and hold Landlord harmless from any loss,damage,cost,or
expense of Landlord,including,without limitation,reasonable attorney's fees,incurred
as a result of,arising from,or connected with the placement by Tenant of any
"hazardous substance"or "petroleum products"on,in or upon the Demised Premises
as those terms are defined by applicable Federal and State Statute,or any
environmental rules and environmental regulations promulgated thereunder.The
provisions of this Section 38 shall survive the termination or earlier expiration of this
Lease.
prohibitions Regarding Sale or Use of Expanded Polystyrene Food Serice
Articles Single-Use Plastic Beverage Straws and Single-Use Plastic Stirrers.
39.1 Tenant hereby agrees and acknowledges that,pursuant to Section 82-7 of the
City Code,as may be amended from time to time,Tenant shall not sell,use,
provide food in,or offer the use of expanded polystyrene food service articles (as
defined in City Code Section 82-7)in the Demised Premises.A violation of this
section shall be deemed a default under the terms of this Lease.Notwithstanding
the above,this section shall not apply to expanded polystyrene food service
articles used for prepackaged food that have been filled and sealed prior to
receipt by Tenant.
39.2 Additionally,Tenant agrees and acknowledges that,pursuant to Section 82-8 of the
City Code,as may be amended from time to time,Tenant shall not sell,use,
provide food in,or offer the use of single-use plastic beverage straws or single-
use plastic stirrers (as defined in City Code Section 82-8)in the Demised
Premises.A violation of this section shall be deemed a default under the terms of
this Lease.Notwithstanding the above,the requirements of Section 82-8 shall not
restrict Tenant from providing a beverage with,or offering the use of,a single-
use plastic beverage straw or single-use plastic stirrer to an individual with a
disability or medical condition that impairs the consumption of beverages without
a single-use plastic beverage straw or single-use plastic stirrer.
39.3 As additional consideration for this Lease and as an additional public benefit,
regardless of the legal force and effect of the foregoing Sections 82-7 and 82-8
of the City Code,Tenant agrees:
39.3.1 not sell,use,provide food in,or offer the use of expanded polystyrene
food service articles in the Demised Premises.A violation of this section
shall be deemed a default under the terms of this Lease.
Notwithstanding the above,this section shall not apply to expanded
polystyrene food service articles used for prepackaged food that have
been filled and sealed prior to receipt by Tenant;and
39.3.2 not sell,use,provide food in,or offer the use of single-use plastic
beverage straws or single-use plastic stirrers in the Demised Premises
A violation of this section shall be deemed a default under the terms of
this Lease.Notwithstanding the above,Tenant shall be permitted to
providing a beverage with,or offering the use of,a single-use plastic
beverage straw or single-use plastic stirrer to an individual with a
disability or medical condition that impairs the consumption of beverages
without a single-use plastic beverage straw or single-use plastic stirrer.
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40.Inspector General Audit Rights
40.1 Pursuant to Section 2-256 of the Code of the City of Miami Beach,the City has
established the Office of the Inspector General which may,on a random basis,
perform reviews,audits,inspections and investigations on all City contracts,
throughout the duration of said contracts.This random audit is separate and distinct
from any other audit performed by or on behalf of the City.
40.2 The Office of the Inspector General is authorized to investigate City affairs and
empowered to review past,present and proposed City programs,accounts,records,
contracts and transactions.In addition,the Inspector General has the power to
subpoena witnesses,administer oaths,require the production of witnesses and
monitor City projects and programs.Monitoring of an existing City project or program
may include a report concerning whether the project is on time,within budget and in
conformance with the contract documents and applicable law.The Inspector General
shall have the power to audit,investigate,monitor,oversee,inspect and review
operations,activities,performance and procurement process including but not limited
to project design,bid specifications,(bid/proposal)submittals,activities of the Tenant,
its officers,agents and employees,lobbyists,City staff and elected officials to ensure
compliance with the contract documents and to detect fraud and corruption.Pursuant
to Section 2-378 of the City Code,the City is allocating a percentage of its overall
annual contract expenditures to fund the activities and operations of the Office of
Inspector General.
40.3 Upon ten (10)days written notice to the Tenant,the Tenant shall make all requested
records and documents available to the Inspector General for inspection and copying.
The Inspector General is empowered to retain the services of independent private
sector auditors to audit,investigate,monitor,oversee,inspect and review operations
activities,performance and procurement process including but not limited to project
design,bid specifications,(bid/proposal)submittals,activities of the Tenant its
officers,agents and employees,lobbyists,City staff and elected officials to ensure
compliance with the contract documents and to detect fraud and corruption.
40.4 The Inspector General shall have the right to inspect and copy all documents and
records in the Tenant's possession,custody or control which in the Inspector
General's sole judgment,pertain to performance of the contract,including,but not
limited to original estimate files,change order estimate files,worksheets,proposals
and agreements from and with successful subcontractors and suppliers,all project-
related correspondence,memoranda,instructions,financial documents,construction
documents,(bid/proposal)and contract documents,back-change documents,all
documents and records which involve cash,trade or volume discounts,insurance
proceeds,rebates,or dividends received,payroll and personnel records and
supporting documentation for the aforesaid documents and records.
40.5 The Tenant shall make available at its office at all reasonable times the records,
materials,and other evidence regarding the acquisition {bid preparation)and
performance of this Agreement,for examination,audit,or reproduction,until three (3)
years after final payment under this Agreement or for any longer period required by
statute or by other clauses of this Agreement.In addition:
i.If this Agreement is completely or partially terminated,the Tenant shall make
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41.
42.
43.
available records relating to the work terminated until three (3)years after any
resulting final termination settlement;and
ii.The Tenant shall make available records relating to appeals or to litigation or
the settlement of claims arising under or relating to this Agreement until such
appeals,litigation,or claims are finally resolved.
40.6 The provisions in this section shall apply to the Tenant,its officers,agents,
employees,subcontractors and suppliers.The Tenant shall incorporate the provisions
in this section in all subcontracts and all other agreements executed by the Tenant in
connection with the performance of this Agreement.
40.7 Nothing in this section shall impair any independent right to the City to conduct
audits or investigative activities.The provisions of this section are neither intended
nor shall they be construed to impose any liability on the City by the Tenant or third
parties.
Consent to Sublease with Alchemy Miami Beach LLC.
Landlord consents to the Window and Door Ad Display Sublease Agreement between Tenant
and Alchemy Miami Beach LLC,a Delaware limited liability company,dated November 7,
2023,which includes a Consent of Landlord,dated October 20,2023.
Tenant's Compliance With Anti-Human Trafficking Laws.
Tenant agrees to comply with Section 787.06,Florida Statutes,as may be amended from
time to time,and has executed the Anti-Human Trafficking Affidavit,containing the
certification of compliance with anti-human trafficking laws,as required by Section
787.06(13),Florida Statutes,a copy of which is attached hereto as Exhibit B.
Prohibition on Contracting with a Business engaging in a Boycott.
Tenant warrants and represents that it is not currently engaged in,and will not engage in,
a boycott,as defined in Section 2-375 of the City Code.In accordance with Section 2-
375.1 (2)(a)of the City Code,Tenant hereby certifies that Tenant is not currently engaged
in,and agrees for the duration of the Agreement to not engage in,a boycott of Israel.
44.Prohibition against Contracting with Foreign Countries of Concern when an
Individual's Personal Identifying Information may be Accessed.
Tenant hereby agrees to comply with Section 287.138,Florida Statutes,as may be amended
from time to time,which states that as of January 1,2024,a governmental entity may not
accept a bid on,a proposal for,or a reply to,or enter into,a contract with an entity which
would grant the entity access to an individual's personal identifying information (PID),unless
the entity provides the governmental entity with an affidavit signed by an officer or
representative of the entity under penalty of perjury attesting that the entity does not meet
any of the criteria in Paragraphs 2(a)-(c)of Section 287.138,Florida Statutes:(a)the entity
is owned by a government of a foreign country of concern;(b)the government of a foreign
country of concern has a controlling interest in the entity;or (c)the entity is organized under
the laws of or has its principal place of business in a foreign country of concern (each a
"Prohibited Entity").A foreign country of concern is defined in Section 287.138 (1 )(c),Florida
Statutes,as may be amended from time to time,as the People's Republic of China,the
Russian Federation,the Islamic Republic of Iran,the Democratic People's Republic of Korea,
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the Republic of Cuba,the Venezuelan regime of Nicolas Maduro,or the Syrian Arab
Republic,including any agency of or any other entity of significant control of such foreign
country of concern.Additionally,beginning July 1,2025,a governmental entity may not
extend or renew a contract with a Prohibited Entity.Tenant warrants and represents that it
does not fall within the definition of a Prohibited Entity,and as such,has caused an authorized
representative of Tenant to execute the "Prohibition Against Contracting with Entities of
Foreign Countries of Concern Affidavit",incorporated herein by reference and attached
hereto as Exhibit "C"
[Signature Pages to Follow]
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IN W IT N E S S W H E R E O F,the parties hereto have caused their names to be signed and their
seals to be affixed,all as of the day and year first above written,indicating their agreement.
Landlord:
CITY O F MIA M I BEA C H ,FLO RIDA
A T T E S T :
B y :
r-:Doc uSigned by:U#.z:
Rafael E Gra nado,City ClerkRafaelGranado
Print Name
1/23/2025 I 8:29 AM ESTDate:_
Landlord:
MIA M I BEA C H RED EVELOPM ENT
AG EN CY
A T T E S T :
By :
G Doc uSigned by:"fife
Rafael E.Gra nado,Secretary Eric T.Carpenter,P .E.,Executive Director
Rafael Granado
Print Name
1/23/2025 I 8:29 AM EST
Date:_
APPROVED AS TO
FORM 8&LANGUAGEa6kt"_.
),IR •rievelopm ent Agen
,,.,nr•rril C011rsel ~I Date
28
APPROVED AS TO
FORM &LANGUAGE
&FOR EXECUTION
$9ttfwu_-
y Cit AttomneY 44.-
Lt
zrfe
Date
Docusign Envelope ID:41FCOB7D-D8BA-4787-80E2-57157729F931
Tenant:
MOONLI GHTER FABLAB,INC.
ATTEST:
By:See notarization below 01/14/2025
Thomas Pupo,Director
Print Name
Title
[pale,
State of Florida
County of Okaloosa
This foregoing instrument was acknowledged before me by means of on line notarization,
this 01/14/2025 by Thomas Anthony Pupo.
_Personally Known OR educed Identification
Type of Identification Produced
Notarized remotely online using communication technology via Proof
a l 0au /aJozLLAMAEMOORE
OZELLA MAE MOORE
Notary Public -State ot Florida
Commission #++391605
Expires on June 13 202
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EXHIBIT A
Demised Premises
PENNSYLVANIA AVENUE GARAGE CONDOMINIUM
-€3 Sy
r ,eyhp i
s{
r>uni 3,»ARING23.742 50.F1
Ltc!DO
&LKv fievro
I nvany
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Exhibit B
Anti-Hum an Trafficking Affidavit
In accordance with Section 787 06 (13),Florida Statutes,the undersigned,on behalf of Tenant hereby
attests under penalty of perjury that Tenant does not use coercion for labor or services as defined in
Section 787 .06,Florida Statutes,entitled "Human Trafficking".
I understand that I am swearing or affirming under oath to the truthfulness of the claims made in this
affidavit and that the punishment for knowingly making a false statement includes fines and/or
imprisonment.
The undersigned is authorized to execute this affidavit on behalf of Tenant.
Tenant:
Moonlighter Fablab,Inc.,a Florida not-for-profit corporation
Name/Title:Thomas Anthony Pupo
Executive Director
1661 Pennsylvania Avenue Miami Beach,Fl.33139
(Address)
State of
County of
Florida
Okaloosa
The foregoing instrument was acknowledged before me by means of DO physical presence or online
2025notarization,this 14th day of January 2024 by
HhomasN"Woy"UDO as Executve Director ,of Moonlighter Fablab,
Inc.,a Florida not-for-profit corporation,known to me to be the person described herein,or who
produced FL DL as identification,and who did/did not take an oath.
NOTARY PUBLIC:
ure)
OZELLA MAE MOORE
(Print Name)
My commission expires:06/13/2027
OZELLA MAE MOORE
Notary Public -State of Florida
Commission #HH 391605
Expires on June 13 2027
Notarized remotely online using communication technology via Proof.
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EX H IB IT "C"
P R O H IB ITIO N AG A INS T CO NT RA C TI N G W IT H FO R EIG N CO UN T R IES OF CO NCER N
A FFID A V IT
In accordance with Section 287.138,Florida Statutes,incorporated herein by reference,the
undersigned,on behalf of Tenant,hereby attests under penalty of perjury that Tenant does not meet
any of the following criteria in Paragraphs 2(a)-(c)of Section 287.138,Florida Statutes:(a)Tenant is
owned by a government of a foreign country of concern;(b)the government of a foreign country of
concern has a controlling interest in Tenant;or (c)Tenant is organized under the laws of or has its
principal place of business in a foreign country of concern.
I understand that I am swearing or affirming under oath,under penalties of perjury,to the truthfulness
of the claims made in this affidavit and that the punishment for knowingly making a false statement
includes fines and/or imprisonment.
The undersigned is authorized to execute this affidavit on behalf of Tenant.
TE N A N T :
_Mong"efa"ab",a5o1)3Non-Prof corporation.
Name/~hony Pupo
Executive Director
1661 Pennsylvania Avenue Miami Beach,Fl.33139
(Address)
State of
County of
Elorida
Okaloosa
The foregoing instrument was acknowledged before me by means of ]physical presence or online
notarization,this 14th day of January.2025_by
Thomas Anthony_Pupo as ExecutiveDirector of
Moonlighter FabLab,Inc.,a 501(c)3 Non-Profit corporation,known to me to be the
person described herein,or who produced FL DL as identification,and
who did/did not take an oath.
NOT ARY PUBLIC:
[,(au /0 as
'is$iGratre)
OZELLA MAE MOORE
(Print Name)
My commission expires:06/13/2027
OZELLA MAE MOORE
Notary Public -State of Florida
Commission tt HH 391605
E xp ires on June 13 2027
32