HomeMy WebLinkAboutAmendment No. 1 to the agreement between the CMB and Miami New Drama, Inc.AMENDMENT NO. 1 TO AGREEMENT
BETWEEN
THE CITY OF MIAMI BEACH, FLORIDA
AND
MIAMI NEW DRAMA, INC.
This Amendment No. 1 ("Amendment") to the Collins Park Cultural Arts Facility Lease Agreement, dated
April 18, 2022 ("Agreement"), by and between the City of Miami Beach, Florida, a municipal corporation
organized and existing under the laws of the State of Florida, having its principal place of business at
1700 Convention Center Drive, Miami Beach, Florida 33139 ("City" or "Landlord"), and Miami New
Drama, Inc. a Florida not -for -profit corporation, having its principal place of business at 1040 Lincoln
Road, Miami Beach, FL 33139 ("Tenant"), is entered into this day of JUN 2 W0 026.
RECITALS
WHEREAS, on January 27, 2021, the Mayor and City Commission adopted Resolution No. 2021-
31568, waiving competitive bidding in favor of an unsolicited proposal submitted by Tenant for the
development of approximately 16,000 square feet of ground floor space, including a 200-seat black box
theater, rehearsal space, dressing rooms, administrative offices, and ancillary commercial uses, within
the City -owned Collins Park Garage at 340 23rd Street (the "Project"); and
WHEREAS, on July 27, 2021, the Planning Board approved the terms of the proposed Agreement
between the City (Landlord) and Tenant, in accordance with the requirements of Section 1.03(b)(4) of
the City Charter, requiring approval by a majority 4/7th vote of all members of the Planning Board; and
WHEREAS, on October 27, 2021, pursuant to Resolution No. 2021-31914, the City Commission
approved the Lease Agreement between the City (Landlord) and MiND (Tenant) under which MiND was
responsible for obtaining necessary design and architectural services while the City committed to funding
the Buildout Improvements (as defined in the Agreement), permitting, selecting a contractor and
construction of the Buildout Improvements, subject to MiND raising a Tenant Contribution of $ 250,000.00
and pending appropriation of $ 4.75 million for the buildout (the "Original Landlord Contribution"); and
WHEREAS, following execution of the Agreement on April 18, 2022, further planning and the
development of the General Obligation (G.O.) Bond for Arts and Culture ("GOBAC") Program resulted in
a revised funding allocation of $7.67 million for the Project, which was formally designated by Resolution
No. 2023-32713 on July 26, 2023; and
WHEREAS, on August 6, 2024, MiND submitted a memorandum requesting material modifications
to the Project's delivery model, which included the delegation of construction management
responsibilities to the Tenant and an increase in the Landlord Contribution to align with the full GOBAC
allocation (the Original Landlord Contribution, as increased hereby to align with the GOBAC allocation
shall be equal to the amount of the Landlord Not -to -Exceed Contribution, and shall hereinafter be the
"Landlord Contribution"); and
WHEREAS, on November 8, 2024, the Finance and Economic Resiliency Committee (FERC)
recommended that the City Commission authorize the Administration to negotiate a Lease Amendment
together with a GOBAC Grant Agreement based upon Tenant's proposed terms included in the FERC
Committee Memorandum; and
WHEREAS, on June 25, 2025, the Mayor and City Commission adopted Resolution No. 2025-
33710, accepting the FERC recommendation to amend the Agreement; said Amendment, in material
part, transferring from the City to Tenant the responsibility for the construction of the Buildout
Improvements; further, approving the Term Sheet attached to the City Commission Memorandum
accompanying the Resolution, containing the essential terms of the Amendment; and further, authorizing
the City Manager to negotiate the Amendment and a corresponding GOBAC Grant Agreement,
consistent with the Term Sheet, with the final agreements being subject to the prior approval of the Mayor
and City Commission; and
WHEREAS, on September 17, 2025, the Mayor and City Commission adopted Resolution No.
2025-33908, accepting the FERC recommendation to amend the Agreement; said Amendment attached
to the City Commission Memorandum accompanying the Resolution and in a form consistent with the
Term Sheet approved pursuant to City Commission Resolution No. 2025-33710, in material part,
transferring responsibility for the construction of the improvements from the City to Tenant; and further,
authorizing the Mayor and City Clerk to finalize and execute the Amendment in a form approved by the
City Attorney; and
WHEREAS, on April 22, 2026, the Mayor and City Commission adopted Resolution No. 2026-
34215, approving an amended GOBAC Grant Agreement in the amount of $7.604 million for the
construction of improvements for the Project and establishing the terms and conditions governing the
grantee's conditional use of any unused contingency funds, consistent with the Agreement.
NOW THEREFORE, in consideration of the mutual promises and conditions contained herein,
and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the City
and MiND hereby agree to amend the Agreement as follows:
1. ABOVE RECITALS; DEFINED TERMS.
The above recitals are true and correct and are incorporated as part of this Amendment.
Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to
them in the Agreement.
2. MODIFICATIONS.
The Agreement is hereby amended (when applicable, deleted items StFuGk through and inserted
items underlined) as follows:
(a) Section 9 of the Agreement's Lease Summary is hereby deleted in its entirety and replaced
with the following:
119. Term of Lease (Section 1.1): Initial term of five (5) years ("Initial Term").
"Lease Commencement Date": The Lease Commencement
Date shall be the earlier of:
(i) the date on which this Lease Amendment No. 1 is
fully executed and delivered by both Landlord and
Tenant, or
(ii) July 1, 2026.
All references in the Lease to the `Lease Commencement
Date' shall mean such execution date.
"Expiration Date": Five (5) years from the earlier of (a)
beneficial occupancy of the Premises by Tenant for its
intended purpose; provided, however, that the performance
and/or construction of the Buildout Improvements by Tenant
shall not by itself be deemed to be beneficial occupancy by
Tenant or (b) issuance of Certificate of Occupancy, but in
any event, no later than eight (8) years following the Lease
Commencement Date.
"Renewal Options": Two (2) options to renew the Lease for
a period of five (5) years each at the option of the Tenant,
and one (1) option to renew the Lease for a period of five (5)
years at the option of Landlord and upon mutual agreement
of the Parties (each, a "Renewal Term" and together with
the Initial Term, the "Term"), each subject to the terms
hereof."
(b) Section 1.2 of the Agreement is hereby amended to read as follows
1.2 Term. This Lease is effective as of the Date of Lease Execution, as specified in
the Lease Summary, following Landlord's City Commission's approval of this Lease, subject to
and contingent upon the City's appropriation of sufficient funds for the Buildout Improvements.
The initial term of possession of this Lease shall be for a period of five (5) years commencing on
the Lease Gemmennement Date from the earlier of (a) beneficial occupancy of the Premises by
Tenant for its intended purpose; provided, however, that the performance and/or construction of
the Buildout Improvements by Tenant shall not by itself be deemed to be beneficial occupancy by
Tenant, or (b) issuance of Certificate of Occupancy, but in any event, no later than eight (8) years
following the Lease Commencement Date, and expiring on the Expiration Date, each as specified
in the Lease Summary (the "Initial Term"), unless sooner terminated as provided in this Lease.
(c) Section 1.4 of the Agreement is hereby amended to read as follows:
1.4 Condition of the Premises. SubjeGt to the GOMpletion of the Buildeut Improvements
<<
attaGhed hereto end movie a part hereof, Tenant acknowledges and agrees that it is accepting
possession of the Premises in their AS -IS, WHERE -IS condition and that, eXGept with respeGt to
the B iildeut ImproyemeRt- Landlord has no other obligation to furnish, render, or supply any
money, work, labor, material, fixture, equipment, or decoration or make any other contribution
with respect to the Premises other than the Landlord Contribution to be made pursuant to a G.O.
Bond for Arts & Culture Grant Agreement between Landlord and Tenant (the "Grant Agreement"),
in accordance with Exhibit "13-2". Upon the expiration of five (5) business days following the Lease
Commencement Date, the Premises shall be conclusively deemed to be accepted by Tenant
unless Tenant shall have given Landlord written notice of any asserted defects in the Premises."
(d) Section 1.6 of the Agreement is hereby amended to read as follows:
1.6 Benchmark Performance Standards /Public Benefits. Consistent with Exhibit D
(Additional Public Benefit) of the Grant Agreement, Tenant shall cause the Facility to host the
following (each, the applicable "Benchmark Performance Standards" (referred to as Public
Benefits in the Grant Agreement); provided, however, Tenant shall not be in default for failure to
satisfy the following Benchmark Performance Standards unless such failure continues for two (2)
consecutive Lease Public Benefit Years, as defined below:
(a) during the first twelve (12) full calendar months following the Lease
GemmeRGemeRt Date Substantial Completion (inclusive of the first partial calendar
month, if any, such period being "Tease Public Benefit Year 1 ", with each successive
twelve (12) full calendar month period thereafter being a "Lease Public Benefit Year"), at
least: (i) 125 cultural or community activations (collectively, "Events"); (ii) 25,000 patrons
(inclusive of virtual patrons for hybrid events) (collectively, "Patrons"); (iii) 150 students;
(iv) 75 seniors; (v) 50 pro bono nonprofit/community rental hours; and (vi) 500 discounted
tickets;
(b) during Lease Public Benefit Year 2: at least (i) 150 Events; (ii) 30,000
Patrons; (iii) 175 students; (iv) 80 seniors; (v) 50 pro bono nonprofit/community rental
hours; and (vi) 500 discounted tickets;
(c) during ease Public Benefit Year 3: (i) 175 Events; (ii) 35,000 Patrons; (iii)
200 students; (iv) 85 seniors; (v) 55 pro bono nonprofit/community rental hours; and (vi)
500 discounted tickets;
(d) during Lease Public Benefit Year 4: (i) 200 Events; (ii) 40,000 Patrons; (iii)
225 students; (iv) 90 seniors; (v) 55 pro bono nonprofit/community rental hours; and (vi)
500 discounted tickets;
(e) during Lease Public Benefit Year 5 (and thereafter including during each
Lease Public Benefit Year during any Renewal Terms): (i) 220 Events; (ii) 45,000
Patrons; (iii) 250 students; (iv) 95 seniors; (v) 60 pro bono/nonprofit community rental
hours; and (vi) 500 discounted tickets.
Prior to any Renewal Term, the Benchmark Performance Standards may be adjusted based on
the mutual agreement of the Parties. In addition to Landlord's rights with respect to Tenant's
exercise of any Renewal Terms, Tenant's failure to achieve the Benchmark Performance
Standards for two (2) consecutive Lease Public Benefit Years shall be an Event of Default (as
hereafter defined). The Benchmark Performance Standards in this Section 1.6 shall be subject,
in each case, to the occurrence of any Force Majeure Event (as hereafter defined).
Prior to any renewal periods, Performance Benchmarks may be adjusted as mutually agreed to
by the parties."
(e) Section 2.3 of the Agreement is deleted in its entirety and replaced with the following:
"2.3 Applications for Grants. Pursuant to Miami -Dade County Resolution No. R-111-
25, Tenant is the recipient of a Miami -Dade County Cultural Arts Grant in the amount of
$250,000.00, awarded for use with costs and expenses related to architectural and engineering
services for the Project. The Miami -Dade Cultural Arts Grant shall be applied to the Tenant
Contribution, as more particularly described in Exhibit "B-2".
Tenant, as a local cultural organization, may apply for Cultural Arts Council grants, and
may pursue other grant opportunities offered by the City of Miami Beach, in its governmental
capacity (the "City"), for programming at the Facility; provided, however, that in recognition of
Landlord's significant contributions to Tenant by making the Premises available to Tenant at the
agreed upon Minimum Rent and providing the Landlord Contribution towards the funding of the
IV
Buildout Improvements, Tenant shall not apply for any City grants related to the Buildout
Improvements and/or to improve, maintain or operate the Facility."
(f) Section 6.4 of the Agreement is hereby amended to read as follows:
"6.4 Removal of Improvements and Fixtures. All Buildout Improvements and any other
leasehold improvements and fixtures (other than unattached, movable trade fixtures which were
not paid for with the Landlord Contribution or other funding provided by Landlord and can be
removed without damage to the Premises) shall at the expiration or earlier termination of this
Lease become Landlord's property. Provided that Tenant is not in default under this Agreement,
Tenant may, during the Term, in the usual course of its business, remove its trade fixtures that
have been paid for by Tenant without any funding provided by Landlord pursuant to this
Agreement or any other agreement. Tenant shall, at the expiration or earlier termination of the
Term, at its sole cost, remove such of the leasehold improvements (except for the Buildout
Improvements installed by L :^dlord prier to the Lease Gemmenr•ement Date) and trade fixtures
in the Premises that have been paid for by Tenant without any funding provided by Landlord
pursuant to this Agreement or any other agreement as Landlord shall require to be removed and
restore the Premises to the condition existing prior to such removal. Tenant shall, at its own
expense, repair any damage caused to the Premises or the Project by such removal. If Tenant
does not remove its trade fixtures at the expiration or earlier termination of the Term, the trade
fixtures shall, at the option of Landlord, become the property of Landlord and may be removed
from the Premises and sold or disposed of by Landlord in such manner as it deems advisable
without any accounting to Tenant but at Tenant's sole cost and expense.
(g) Section 6.5 of the Agreement is hereby amended to read as follows:
"6.5 Liens. EXGept to the extent of the Building Improvements which shall he performer!
-r. �y Improvements
by Landlord pursua��ni.tt to aGGerdaRGe with the terms of the Exhibit B-2 attaGhed hereto up
Tenant shall promptly pay for all materials supplied and
work done in respect of the Premises by, through, or under Tenant so as to ensure that no lien is
recorded against any portion of the Premises, or the Project, or against Landlord's or Tenant's
respective interests therein. If a lien is so recorded, Tenant shall discharge it promptly by payment
or bonding. If any such lien against the Premises, or the Project (solely with respect to work done
in respect of the Premises by, through, or under Tenant) is recorded and not discharged by Tenant
as above required within fifteen (15) days following written notice to Tenant, Landlord shall have
the right to remove such lien by bonding or payment and the cost thereof shall be paid immediately
from Tenant to Landlord. Landlord and Tenant expressly agree and acknowledge that no interest
of Landlord in the Premises or the Project shall be subject to any lien for improvements made by
Tenant in or for the Premises, and Landlord shall not be liable for any lien for any improvements
made by Tenant, such liability being expressly prohibited by the terms of this Lease. Tenant
hereby agrees to inform all contractors and material suppliers performing work in or for or
supplying materials to the Premises of the requirements of this Section."
(h) Section 7.1(e) of the Agreement is hereby amended to read as follows:
"(e) Builder's risk insurance during the course of construction of any alterations by
Tenant in accordance with this lease, issued in the name of Tenant, its contractor(s) and Landlord
as their interests may appear, in amount(s) not less than 100% of the insurable value of such
alterations, covering perils on an "all risk" basis, including damage by water, flood, tornado,
hurricane and earthquake. Policy(ies) must clearly indicate that underground structures (if
applicable) and materials being installed are covered. Notwithstanding the foregoing, the builder's
risk insurance with respect to the Buildout Improvements shall be the responsibility of Tenant's
Landlord's dlorrad's general contractor pursuant to the terms of the GMP Agreement (as defined on Exhibit
B-2 attached hereto)."
(i) Section 10.6 of the Agreement is hereby amended to read as follows:
"(a) Landlord may terminate the Lease for convenience in the event: (1) Tenant does
not provide documentation of available funding for deposit the Tenant Contribution Depesi (as
defined in Exhibit "B-2") and enter into the Approved Architect Agreement (as defined in Exhibit
"B-2") within the later of (i) thirty (30) days after the Lease Commencement Date or (ii) thirty (30)
days after execution of the Grant Agreement Landlord's City Gernmi es the Budget
for the B iildout Improvements as further described in Exhibit "B-2"; or (2) Tenant fails to timely
replace any Key Individual as required by this Lease; or (3) any of Landlord's policies of insurance
with respect to the Facility or the Project are canceled or adversely changed as a result of Tenant's
or any Permittee's (other than the City solely in connection with the City's use of the Premises
pursuant to Section 3.7) use or occupancy of the Premises other than for the Permitted Use;
provided that if such cancelation or adverse change can be cured by, and such insurance will
remain in full force and effect upon, the payment of an additional premium, Tenant may elect to
fund such additional premium within five (5) business days after notice from Landlord, and upon
such timely payment, Landlord shall not have the right to terminate this Lease in connection with
such cancellation or adverse change.
(b) Either party may termiRate this Lease fe e in the event Landlerd'&_C4
GeMMiSSiGR, iR its sole and abselute disGretion, does net budget and appropriate suff'GieRt fuRds-
ftir the Bumideut improvements on or before (lntnher 1�04; on e
(G)(b) Tenant shall have the one-time right to terminate this Lease for convenience in the
event that Teean Landlord does not approve the GMP Agreement within sixty (60) days after
Landlord's receipt of the proposed final GMP Agreement (as defined in Exhibit "13-2") (the
"Landlord GMP Review Period")., inGludingthe acne int of the GIMP (ass t forth in the cashed ile
of values attaGhed thereto) as further deSGribed iR Exhibit <<
B-2", whiGh approval will not bee
unreaSORably withheld. If Tenant has not terminated this Lease by written notice delivered to
Landlord within forty-five (45) days after Tenant's reGeint of the proposed final GIMP Agreement
(as defined in Exhibit " � the expiration of the Landlord GMP Review Period, then Tenant
shall conclusively be deemed to have waived such right of termination.
(j) Exhibits B-1, B-2, B-3, and B-4 to the Agreement are deleted in their entirety and replaced
with the attached Amended Exhibits B-1, B-2, B-3, and B-4. Exhibit B-5 is inserted following
Exhibit B-4.
RATIFICATION.
Except as amended herein, all other terms and conditions of the Agreement shall remain
unchanged and in full force and effect. In the event there is a conflict between the provisions of
this Amendment and the Agreement, the provisions of this Amendment shall govern.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
vi
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their
appropriate officials, as of the date first entered above.
FOR LANDLORD:
ATTEST:
By: 4
Rafael E. Granado, City Clerk
JUN 2 6 2026
Date
FOR TENANT:
ATTEST:
C�B\
,�h�
Print Name
Title �) 69
CP-IY'2vz(2
Date
CITY OF MIAMI BEACH, FLORIDA
CI
��� 00'�
ff-ricT. Carpentier, City Manager
pPaiED•`
MIAMI NEW DRAMA, INC., a
Florida not -for -profit corporation
�t�� Cr,�tsMartn.
Print Name
Title
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
vii --'--
City Attomey Date
AMENDED EXHIBIT "A"
Legal Description and Sketch of Premises Location within the Property
Attached
viii
0 "SKETCH TO ACCOMPANY DESCRIPTION"
NORTH LOCATION MAP, SURVEYORS NOTES AND CERTIFICATION (SHEET 1 OF 3)
LOCATION MAP
A PORTION OF SECTION 27, TOWNSHIP 53 SOUTH, RANGE 42 EAST, CITY
SURVEYOR'S NOTES: OF MIAMI BEACH, IN MIAMI-DADE COUNTY, FLORIDA
(NOT TO SCALE)
1.) Bearmgs as shown hereon are referenced to Centerline of 23rd Street which is assumed to have a bearing of 570°22'20"E.
2.) This Sketch to Accompany Legal Description contains 3 sheets and is not full and complete without all sheets.
3.) The purpose of this Sketch to Accompany Legal Description is to prepare an Exhibit for Lease Agreement.
4.) Additions or deletions to the Sketch to Accompany Legal Description (Work Product) by other than the signing party are prohibited without the
written consent of the signing party.
5.) This Legal Description and Sketch (Work Product) or the copies thereof are not valid without the original signature and seal of a Florida licensed
surveyor and mapper, except those with electronic seal per Florida Chapter 5J-1 7.C2.
G.) The Surveyor did not perform a title search, nor was a Title Report or Opinion of Title provided to the Surveyor for evaluation of this scope.
7.) Documents pertaining to recorded conveyances related to the lands shown hereon neither allude to or declare ownership but is shown for
reference only.
8.) The sketch shown on Page 3 is not a Survey.
9.) This Sketch to Accompany Description or "Work Product" was based upon but not limited to Architectural Plans and other information provided to
the Surveyor and on the direction of the City of Miami Beach
SURVEYOR'S CERTIFICATE:
To the City of Miami Beach, Florida, I hereby certify: That this Sketch Accompany Description was prepared under my direction and is true and correct to
the best of my knowledge and belief and further, that it meets the intent of the applicable provisions of the Standards of Practice for Land Surveying in the
State of Florida, pursuant to Rule 5J- 17 of the Florida Administrative Code and its implementing law, Chapter 472.027 of the Flonda Statutes.
For LONGITUDE 5URVEYOR5 L-C., a Florida Limited Liability Company
Florida Certificate of Authorization Number LB7335
Eduardo M
Digitally signed by Eduardo M
Suarez
N°.6313
Suarez
Date: 2026.06.16 11:39:38
-04'00'
1 6 An OF
Eduardo Suarez
FLORIDA
�*
Professional Surveyor and Mapper PSM G3 13
State of Florida
NOTICE This document is not valid. full, and complete without all three (3) pages.
L) N G I T U D E S U R V E Y 0 R S DATE: 12/01 /25 JOB No. 25020.9.01 PAGE 1 OF 3
7700 N. KENDALL DRIVE, MIAMI, FL 33156, SUITE 705 * PHONE:(305)463-0912 * WWW.LONG ITUDESURVEYORS.COM
"SKETCH TO ACCOMPANY DESCRIPTION"
DESCRIPTION (SHEET 2 OF 3)
DESCRIPTION OF LEASE AREA:
BEING A PORTION OF INTERIOR SPACE AND AN EXTERIOR
TERRACE/SEATING AREA AT COLLIN5 PARK GARAGE LOCATED AT
340 23RD STREET IN MIAMI BEACH, FLORIDA, BEING A PORTION
OF LOTS 1, 3, 5, 7, AND 9 OF BLOCK I OF AMENDED MAP OF
THE OCEAN FRONT PROPERTY OF THE MIAMI BEACH
IMPROVEMENT COMPANY, ACCORDING TO THE PLAT THEREOF A5
RECORDED IN PLAT BOOK 5, PAGE 7, OF THE PUBLIC RECORDS
OF MIAMI-DADE COUNTY, I=LOKIDA, BEING MORE PARTICULARLY
DESCRIBED A5 FOLLOWS:
BEGIN AT THE NORTHEASTERLY CORNER OF SAID LOT I OF BLOCK
OF SAID PLAT, SAID POINT BEING THE INTERSECTION OF THE
SOUTH RIGHT-OF-WAY LINE OF 23RD STREET (FORMERLY KNOWN
A5 ATLANTIC AVENUE) WITH THE WEST RIGHT-OF-WAY LINE OF
LIBERTY AVENUE (FORMERLY KNOWN A5 PALM AVENUE); THENCE
519037'40"W ALONG THE WEST RIGHT-OF-WAY LINE OF LIBERTY
AVENUE FOR 52.G8 FEET; THENCE NG904750W FOR 1 8. 1 9 FEET;
THENCE 5 1 9037'01 "W FOR 6.92 FEET; THENCE N70022'05"W FOR
98.91 FEET; THENCE 519°3740"W FOR 41.00 FEET; THENCE
N70022'20"W FOR 3G.00 FEET; THENCE N 19°37'40"E FOR 5.25
FEET; THENCE N70022'20"W FOR 69.06 FEET; THENCE
5 1 9043' 1 G"W FOR 0.33 FEET; THENCE N70023'44"W FOR 27.84
FEET TO A POINT INTERSECTION WITH THE EAST RIGHT-OF-WAY
LINE OF PARK AVENUE (FORMERLY KNOWN A5 SOUTH STREET);
THENCE N 1 9°37'40"E ALONG THE EAST RIGHT-OF-WAY LINE OF
PARK AVENUE FOR 97.50 FEET TO A POINT OF INTERSECTION
WITH THE SOUTH RIGHT-OF-WAY LINE OF 23RD STREET; THENCE
570022'20"E ALONG THE 50UTH RIGHT-OF-WAY LINE OF 23RD
STREET FOR 270.02 FEET TO THE POINT OF BEGINNING,
CONTAINING 22,087 SQUARE FEET OR 0.507 ACRES, MORE OR
NOTICE: This document is not valid, full, and complete without all three (3) pages.
L) N G I T U D E S U R V E Y 0 R S DATE: 12/01 /25 JOB No. 25020.9.01 PAGE 2 OF 3
7700 N. KENDALL DRIVE, MIAMI, FL 33156, SUITE 705 ' PHONE:(305)463-0912 ' WWW.LONG ITUDESURVEYORS.COM
"SKETCH TO ACCOMPANY DESCRIPTION"
SKETCH(SHEET 3 OF 3) y
BAR SCALE
(R/W OPEN TO THE PUBLIC) —
_PARK AVENUE
(FORMERLY KNOWN AS)
SOUTH STREET
(PBS.
PG. 7) 0
O
O �
East Right -of -Way Line of Park Avenue
N 19°3740"E 97.50'
1�-25.0'--25.0'+ \ — — — — — — 40.0' 40.0'—y�
N70° 23 44'W
I I LOT 0 27.84' ; S 1g 4Z16�
3
a� I
LOT 8CNA \
CO
I I Z
I
# 340 NE 23RD STREET U N a m
; MIAMI BEACH, FLORIDA 33139 p a a W z ❑, i
W I LOT 6 RRGEPN i i °on ° = W 9 2=
g` Q OF OF cO�P PN N t� \\\ IX ~ o t w I Cn
,° o �'
I C I P�1F t P�PRO eG -- n ��'�\� 3 N < I
- '� _
1 tN�I QOG Qe. y S19° 37' 40'W
LOT 4 \\�
I I LOT 3
iVA�A�\
LOT 2
LOT 1 \
25.0'� _.-25.0'� L — \:
— — — — — S19°3TOl'W - \
! 8.92'— 40.0'.40.0—+i
7 LLL---
wesf Right-of-way of Liberty Avenue," N69°47'56"w—/ S 19°3T40'•w 5268
0 18.19, o
N IR W OPEN TO THE PUBLIC <�`+
LI�ERTY AVENI�E
(FORMERLY KNOWN AS. T POB
o SE CORNER OF LOT 1, BLOCK 1
b PALM AVENUE ,i AMENDED MAP OF THE OCEAN
N a FRONT PROPERTY OF THE MIAMI
BEACH IMPROVEMENT COMPANY
— — — — — — — — — — — — — — —' — P.B. 5, PG. 7, MDCR
I
NOTICE This document is not valid, full, and complete without all three (3) pages.
L,) N G I T U D E S U R V E Y 0 R S DATE: 12/01 /25 JOB No. 25020.9.01 PAGE 3 OF 3
7700 N. KENDALL DRIVE. MIAMI, FL 33156, SUITE 705 ` PHONE. (305)463-0912 * WWW.LONG ITUDESURVEYORS.COM
AMENDED EXHIBIT "B-1"
Site Plan of Premises and Lease Outline Drawing (LOD)
Attached
"LEASE AREA SKETCH "
I-- ----- R�-W- -- - - --
0
(R/W OPEN TO THE PUBLIC)
1 r PARK AVENUE
0, s25
1" 50 Feet
L O N G I T U D E S U R V E Y O R S DATE: 6/22/26 JOB No. 25020.9.01 PAGE 1 OF 1
7700 N. KENDALL DRIVE, MIAMI, FL 33156. SUITE 705 ' PHONE:(305)463-0912 " WWW.LONGITUDESURVEYORS.COM
AMENDED EXHIBIT "113-2"
Buildout Improvements
TENANT ACKNOWLEDGES AND AGREES THAT IT IS EXPRESSLY ACCEPTING
POSSESSION OF THE PREMISES WITH EXISTING SHELL IMPROVEMENTS STRICTLY IN THEIR
"AS IS, WHERE IS" CONDITION, WITHOUT ANY REPRESENTATION OR WARRANTY BY
LANDLORD. TENANT SHALL BE RESPONSIBLE FOR COMPLETING THE CONSTRUCTION OF THE
BUILDOUT IMPROVEMENTS DESCRIBED HEREIN, INCLUDING ANY AND ALL UTILITY IMPACT
FEES AND CONNECTION FEES, CHARGES AND/OR DEPOSITS AS MAY BE REQUIRED TO
CONSTRUCT THE BUILDOUT IMPROVEMENTS AND OPERATE THE PREMISES.
1. Buildout Improvements. The Buildout Improvements shall (i) consist of an
approximately 200-seat black box theater, including all applicable theatrical equipment to be utilized by
Tenant in connection with Tenant's use of the Premises, a cultural lobby/lounge/gallery, general use areas,
rehearsal space, office space for Tenant, a stand-alone restaurant/cafe capable of being operated
independently and securely from the rest of the Facility, whether or not the rest of the Facility is open for
business, and general-purpose studio (collectively, the "Buildout Improvements"), as further described in
the Mandatory Design Elements in Amended Exhibit "13-3", (ii) substantially comply with the Approved Plans,
as may be amended from time to time in accordance with the terms of the Agreement, and (iii) be
constructed in compliance with applicable building codes, ADA requirements, and City laws, rules, and
regulations.
2. Additional Minimum Scope Requirements. In addition to the Mandatory Design
Elements set forth in Amended Exhibit B-3, Tenant shall comply with the following minimum scope
requirements:
Cafe / Restaurant Space - Buildout Requirements. The Cafe / Restaurant Space
shall be constructed as a fully operational cafe in accordance with the Approved
Plans and shall include, at a minimum: utility for plumbing, electrical, and HVAC;
ventilation sleeves and structural provisions and grease trap and hood installation
for a fully operational cafe; and structural elements to accommodate future
commercial kitchen equipment installation.
Theater Space and Rehearsal Studio - Minimum Scope. At a minimum, both the
Theater Space and Rehearsal Studio Space must each be constructed as a finished,
conditioned space with acoustic isolation appropriate for performing arts and
rehearsal activities, a resilient sprung floor system, dimmable theatrical overhead
lighting, and necessary AV infrastructure (e.g., sound playback and intercom
system), to ensure the space supports its intended educational and public
programming function.
Landlord Contribution.
Concurrent Execution of Grant Agreement. To the extent not previously entered
into by Landlord and Tenant, then concurrently with the execution of this Amendment
No. 1 to the Agreement, Landlord and Tenant shall enter into a separate G.O. Bond for
Arts & Culture Grant Agreement (the "Grant Agreement"). Pursuant to the Grant
Agreement, Landlord shall provide funding for the "Landlord Contribution," which shall
under no circumstances exceed the amount of Seven Million Six Hundred Four
Thousand Dollars ($7,604,000.00) (the "Landlord Not -to -Exceed Contribution").
Any default by Landlord in its obligations to fund any applicable amounts due to Tenant
in accordance with the provisions of the Grant Agreement shall be a default by Landlord
under this Agreement.
Funding Allocation. Tenant's total available funding and budget for construction of
the Buildout Improvements shall consist of:
Landlord Grant Contribution: Six Million Eight Hundred Forty -Three
Thousand Six Hundred Dollars ($6,843,600.00) in G.O. Bond Grant funding
(the "Landlord Grant Contribution").
Landlord Contingency: An additional ten percent (10%) contingency in the
amount of Seven Hundred Sixty Thousand Four Hundred Dollars
($760,400.00), which shall be held and controlled by the Landlord (the
"Landlord Contingency"); provided, however, that at such time as the
Buildout Improvements are substantially complete in accordance with the
GMP Agreement and draws for all amounts due at Substantial Completion
have been paid and/or there are sufficient amounts remaining in the Project
Budget to pay any remaining retainage and all other amounts due pursuant
to the GMP Agreement, the remainder of such Landlord Contingency shall
be allocated to the FF&E line item for use by the Tenant for FF&E and shall
be available to Tenant for such purpose. The Landlord Contingency funds
shall be disbursed solely in accordance with the Grant Agreement. The
Landlord Contingency funds shall be disbursed solely in accordance with the
Grant Agreement.
Tenant Contribution: The amount of the Tenant Contribution (as may be
increased from time to time in accordance with the terms of this Agreement).
iii. Summary of Landlord Contribution
• Landlord Not -to -Exceed Contribution: $7,604,000.00
• Landlord Grant Contribution: $6,843,600.00
• Landlord Contingency (10%): $760,400.00
iv. Tenant Construction Responsibilities. All Project activities performed by Tenant
shall be performed in strict compliance with any applicable requirements set forth in the
Grant Agreement. Subject to the availability of the Landlord Grant Contribution and the
Landlord Contingency in accordance with the terms, conditions and limitations set forth
in the Agreement and the Grant Agreement, Tenant shall be solely responsible for:
• Construction of the Buildout Improvements;
• Payment of all construction services and permitting;
• Selection and engagement of the Architect and Contractor (each subject to
Landlord's prior, written approval, not to be unreasonably withheld, delayed or
conditioned);
• Management and oversight of all construction activities, including
preconstruction services;
• Payment of all other construction -related costs, including but not limited to costs
associated with LEED design, construction, and certification (including any
certification fees and third -party commissioning); and
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• Funding the acquisition of all Theatrical Equipment and FF&E (as both defined
in Section 14), to the extent such costs are not covered by the Landlord
Contribution.
4. Design Services and Tenant Contribution.
Tenant Design Responsibilities. Tenant shall be solely responsible for the
selection and funding of all design services and design professionals, including the
architect (the "Architect") and engineer, and for payment of all architectural and
engineering fees related to the Buildout Improvements, including, without limitation,
all fees for construction administration services by design professionals. Tenant
anticipates these costs will not collectively exceed Two Hundred Fifty Thousand
Dollars ($250,000.00); however, regardless of the actual amount, Tenant shall
remain solely responsible for all such sums (the "Tenant Design Contribution"),
which Tenant shall secure through grants and/or donations.
Tenant Contribution Funding. Within the later of (a) thirty (30) days after the Lease
Commencement Date or (b) thirty (30) days after execution of the Grant Agreement,
Tenant shall provide evidence of an executed grant agreement with Miami -Dade
County, or other contractually bound funding source, in the amount of $250,000.00
to secure its obligation to make the Tenant Contribution. Failure to timely provide
evidence satisfactory to Landlord in its sole discretion of available funding for the
Tenant Contribution shall entitle Landlord to terminate this Agreement for
convenience, as provided in Section 10.6 in the Agreement. In addition to the Tenant
Design Contribution, Tenant shall be responsible for funding, through grants and/or
donations, the amount by which the Project Budget (as amended from time to time
in accordance with this Agreement) exceeds the sum of (i) Landlord Grant
Contribution plus (ii) the amount of Landlord Contingency advanced (or otherwise
made available) to Tenant from time to time pursuant to the terms of this Agreement
and the Grant Agreement plus (iii) the amount of the Tenant Design Contribution
(such excess amount being the "Tenant Contribution").
iii. Landlord Funding Limitation. IN NO EVENT AND UNDER NO
CIRCUMSTANCES SHALL LANDLORD BE RESPONSIBLE TO FUND ANY
PORTION OF THE DESIGN SERVICES OR ANY OTHER COSTS OR EXPENSES
OF ANY KIND IN EXCESS OF THE LANDLORD NOT -TO -EXCEED
CONTRIBUTION.
iv. Professional Standards and Approvals. All design professionals engaged by
Tenant shall be duly licensed in the State of Florida. Tenant's agreement with the
Architect shall (i) be subject to Landlord's reasonable approval and (ii) shall contain
the required contract language, indemnification provisions, and insurance
coverages, as set forth in Amended Exhibit "B-4" to this Agreement (such
Landlord -approved agreement, the "Approved Architect Agreement"). All actions
taken or caused to be taken by the Architect under this Agreement shall be pursuant
to the Approved Architect Agreement. Failure to timely execute the Approved
Architect Agreement within the later of (a) thirty (30) days after the Agreement
Commencement Date or (b) thirty (30) days after execution of the Grant Agreement
shall entitle Landlord to terminate this Agreement for convenience, as provided in
Section 10.6 of the Agreement.
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5. Project Budget.
Initial Budget Submission. Attached hereto as Exhibit B-2(a) is a preliminary
budget with respect to the Project (the "Preliminary Project Budget"). Prior to the
execution of the GMP Agreement, and concurrently with Tenant's delivery of the
proposed GMP Agreement to Landlord pursuant to Section 11 below, Tenant shall
prepare and deliver to the City an update and more comprehensive budget for the
entire Project which shall incorporated the schedule of values and/or budget
provided in the GMP Agreement (the "Project Budget"). The Project Budget shall
reflect all estimated costs of the Project (as applicable on the date that such Project
Budget is submitted to Landlord), including, without limitation, the Construction
Budget items listed in Section 6 below, plus the Tenant Contribution (as may be
increased in the event that the Project Budget exceeds the amount of the Preliminary
Project Budget).
Budget Cap. The initial approved Project Budget shall not exceed the sum of:
a. the amount of the Landlord Contribution, plus
b. any portion of the Landlord Contingency which Landlord has agreed to fund
pursuant to the terms of the Agreement and/or the Grant Agreement, plus
c. the amount of the Tenant Contribution (as may be increased in the event
that the Project Budget exceeds the amount of the Preliminary Project
Budget).
iii. Budget Updates. Notwithstanding the foregoing or anything contained in this
Agreement to the contrary, Tenant shall be permitted to update and/or revise the
Project Budget from time to time to reflect (a) any increases in costs necessary to
complete the Buildout Improvements, or (b) any applicable cost savings realized or
reasonably anticipated in connection with the Buildout Improvements; provided,
however, that:
If any revised Project Budget reflects that the remaining cost to complete the
Buildout Improvements exceeds the sum of (x) the undisbursed Landlord
Contribution plus (y) the undisbursed Tenant Contribution (as increased from
time to time) and any undisbursed Tenant Design Construction plus (z) any
portion of the Landlord Contingency which Landlord has agreed to fund
pursuant to the terms of the Agreement and/or the Grant Agreement, then
Tenant shall be required to increase the Tenant Contribution in an
amount sufficient to cover such excess.
If any increase to the Tenant Contribution would exceed Two Hundred
Thousand Dollars ($200,000.00), Tenant shall be required to provide
Landlord with reasonable evidence, satisfactory to Landlord in its sole
discretion, that Tenant has available funds to fully fund the entire Tenant
Contribution (inclusive of any such increase).
6. Design to Budget. The Parties agree that the Buildout Improvements shall be constructed
in accordance with the Approved Plans and using a design -to -budget approach based upon the approved
Project Budget (as may be amended from time to time pursuant to this Agreement). Within the Project
Budget, a construction budget (the "Construction Budget") shall include, at a minimum:
Preconstruction services
Permitting
iii. Theatrical Equipment and Furniture, Fixtures & Equipment (FF&E)
iv. Art in Public Places (AIPP) contributions, if applicable
V. LEED certification
vi. Survey and materials testing
vii. Tenant Contingency allowance (5%)
viii. Hard construction costs.
The parties acknowledge and agree that the Construction Budget shall exclude costs incurred by Tenant
pursuant to the Approved Architect Agreement and, if permitted pursuant to terms of the Grant
Agreement, the Landlord Contingency. Notwithstanding the foregoing, the Construction Budget may
include certain costs related to Theatrical Equipment and FF&E and as provided above, at such time that
(i) the Buildout Improvements are substantially complete in accordance with the GMP Agreement and (ii)
draws for all amounts due at Substantial Completion have been paid and/or there are sufficient amounts
remaining in the Project Budget to pay any remaining retainage and all other amounts due pursuant to
the GMP Agreement, the remainder of such Landlord Contingency shall be allocated to the Theatrical
Equipment line item and/or FF&E line item for use by the Tenant for Theatrical Equipment and/or FF&E
and shall be available to Tenant for such purpose.
7. Landlord Approvals. Tenant will cause the Architect to deliver to Landlord the design
layout of the Premises for Landlord's reasonable approval and comment, in Landlord's proprietary
capacity. Upon receipt of written approval from Landlord, Tenant will cause the Architect to engage with
all required consultants and prepare the plans and specifications for the Buildout Improvements. The
design for the Buildout Improvements shall contain the minimum design elements set forth in Amended
Exhibit "113-3" ("Mandatory Design Elements"). Landlord and Tenant's general contractor (the
"Contractor") will have the right to periodically review and reasonably approve and provide comments to
the plans and specifications for the Buildout Improvements as the plans and specifications are prepared
in order to develop Approved Plans (as hereafter defined), subject to Landlord's approval. The Tenant
shall submit the following for review and approval by Landlord and Tenant's Contractor:
i. 30% construction drawings within 90 days of execution of this Agreement;
ii. 60% construction drawings within 90 days of approval of the 30% drawings;
iii. 90% construction drawings within 90 days of approval of the 60% drawings; and
iv. Final plans and specifications within 30 days of 90% drawing approval (such
Landlord -approved plans and specifications, the "Approved Plans").
8. Participation. Landlord will be provided the opportunity to participate in the budget
process and monitor the construction of the Buildout Improvements and will be invited to attend
construction meetings between Tenant and the professionals engaged in connection with the Buildout
Improvements.
9. Work Product. Landlord shall maintain ownership of all plans, specifications, permits, or
other approvals, and any other work product developed in connection with the Buildout Improvements
(the "Work Product"), along with a copy of all such Work Product, in an electronic or other format as
mutually agreed upon by the Parties. Tenant shall secure and deliver to Landlord any required
assignments and ownership from the Architect, consultants, and Contractor, to ensure Landlord has
ownership of such Work Product.
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10. Construction Manager at Risk. Tenant shall retain the Contractor, a Construction
Manager at Risk ("CMAR"), using a Guaranteed Maximum Price ("GMP") contract delivery method.
i. The CMAR shall provide both pre -construction and construction phase services.
ii. In accordance with this Agreement, all costs of constructing the Buildout
Improvements in excess of the Landlord Not -to -Exceed Contribution shall be borne
solely by Tenant, and Landlord shall have no obligation whatsoever to fund any such
excess costs.
iii. Landlord shall not initiate any change orders that would increase the GMP, except
to the extent required by City Code.
iv. Tenant's agreement with the Contractor shall be subject to Landlord's prior written
approval, which approval shall not be unreasonably withheld (such Landlord -
approved agreement, the "Approved Contractor Agreement"), and shall include
all Required Contract Language set forth in Amended Exhibit "1134", including,
without limitation:
a. Indemnification provisions
b. Insurance coverages naming the City as additional insured
c. Performance and payment bonds
d. Compliance with applicable laws and City procurement standards.
11. GMP Agreement. The Guaranteed Maximum Price construction contract and the
schedule of values attached thereto or contained therein (collectively, the "GMP Agreement") shall:
i. Include a contingency line item equal to five percent (5%) of the overall costs of
the Buildout Improvements (exclusive of the Landlord Contingency).
ii. Not exceed the total available Landlord Contribution plus the Tenant Contribution
(as amended from time to time).
iii. Subject to (and without limitation of) the provisions of Section 15 below, in no event
shall use of contingency cause the GMP to be exceeded, and the Contractor shall
be solely responsible for all costs that exceed the GMP, without any
reimbursement or contribution from Tenant or Landlord.
Buyout Requirements. Prior to commencement of the Buildout Improvements, Tenant shall
cause the Contractor to buy out, at a minimum:
(a) Each line item of the schedule of values exceeding $200,000.00 (and, to the extent
not exceeding $200,000.00, each major trade within the schedule of values).
(b) Sixty-five percent (65%) of the overall Project costs (as reflected in the GMP
Agreement's schedule of values), with the cost of such bought -out line items being
consistent with the approved Construction Budget.
Landlord Approval Rights. Landlord shall have the right to approve the GMP Agreement,
including the GMP amount (as set forth in the schedule of values attached thereto) within fourteen (14)
days after Landlord's receipt thereof by delivering written notice to Tenant within such fourteen (14) day
period, which approval will not be unreasonably withheld. If Landlord fails to approve or disapprove the
GMP Agreement by written notice to Tenant within such fourteen (14) day period, then Landlord shall
conclusively be deemed to have approved the GMP Agreement, including the amount of the GMP.
Notwithstanding anything contained herein to the contrary, Landlord's right to disapprove the
GMP Agreement shall be limited to the following circumstances:
1. GMP Deficit: If the amount of the GMP exceeds the amount of the Landlord Grant
Contribution (such excess being a "GMP Deficit"), and Tenant fails to provide
xv
reasonable evidence to Landlord that Tenant has sufficient funds available to fully fund
the GMP Deficit by increasing the Tenant Contribution (as increased);
2. Non -Compliance: If the GMP Agreement does not comply with the requirements of
this Agreement, including, without limitation, the provisions of this Section 10 and the
Mandatory Contract Language in Amended Exhibit "1134"; or
3. Reasonable Objection: Any other reasonable objection raised by the City, including,
without limitation, concerns related to legal compliance, financial risk, public safety, or
failure to adhere to City procurement standards.
12. Discretionary Elements. Landlord approval of final construction drawings is contingent
upon the Tenant's identification of components totaling up to twenty percent (20%) of the Construction
Budget as "non -essential." These non -essential elements are considered discretionary and may be
omitted, upon mutual agreement, to accommodate cost overruns or necessary value engineering. In the
event of a disagreement between the parties, Landlord shall have final discretion, acting reasonably, to
determine which non -essential elements may be omitted to minimize the risk of Construction Budget
overruns.
13. Prioritization of Theater Space. It is the understanding of the Parties that the cultural
elements of the Project shall be prioritized at all times.
14. Theatrical Equipment and Furniture, Fixtures, and Equipment (FF&E). Theatrical
Equipment (as defined herein) and FF&E-related expenses may be processed either as reimbursed
expenses or payment issued in advance, however, any request for upfront payment is limited to an
amount not to exceed $500,000. "Theatrical Equipment" shall mean any furniture, fixtures and
equipment for the Theater Space, necessary to accommodate a fully functioning performance theater,
which would include, without limitation, lighting, cameras, sound, auditorium seating, curtains and other
related theatrical improvements and personalty. "FF&E" shall mean any other improvements and items
of personal property for the Project, which are typically purchased after Substantial Completion of the
Project and may include, without limitation, props, decorations, seating and other furnishings outside of
the theater (Cafe/Restaurant Space, Lounge Space, Rehearsal Studio Space and Office Space),
decorations, booths, tables, kitchen and cafe related appliances and equipment. Prior to requesting any
advance for Theatrical Equipment or FF&E-related expenses to be procured outside of the GMP
Agreement (with the GMP Agreement to delineate Theatrical Equipment and FF&E included therein), the
Tenant shall provide the Landlord with an itemized list of the FF&E items to be paid from the Landlord
Contribution. Title to FF&E purchased with Landlord funds shall vest in Landlord unless otherwise agreed
in writing. Tenant shall be responsible for payment of any costs associated with the Theatrical Equipment
and FF&E which exceed the amount of the Landlord Contribution.
15. Change Orders. In the event Tenant requests any change to the Buildout Improvements,
Tenant shall submit such request to Landlord for Landlord's review and approval, which approval shall
not be unreasonably withheld or delayed; No change order shall be approved if it would (i) cause the
Project Budget to exceed the sum of the Landlord Contribution plus the Tenant Contribution (as increased
from time to time pursuant to the terms of this Agreement, including, without limitation, any increase to
the Tenant Contribution made concurrently with such proposed Change Order), or (iii) require the funding
of Tenant Contingency such that the percentage of the Tenant Contingency which has been funded (or
would be required to be funded after giving effect to the increased Project Budget) would exceed the then
percentage of completion of the Buildout Improvements.
16. Requirement for G.O. Bond Grant Agreement. The Grant Agreement shall include
terms generally included in a Work Letter to govern construction procedures, approval processes, the
disbursement of the Landlord Contribution, and other matters relating to Project delivery.
xvi
17. Disbursement of G.O. Bond Grant Funds. Disbursement of the Landlord Contribution
shall be subject to and in accordance with the terms of the Grant Agreement.
18. Performance and Payment Bond. Tenant shall require its Contractor to obtain
performance and payment bonds in the full contract value, issued by a surety acceptable to the Landlord.
19. Condominium. Upon approval of the final plans for the construction of the Project, the
Landlord may require that the Property be converted into a condominium form of ownership. In such
case, the Landlord, at its sole cost, shall prepare a Declaration of Condominium, subdividing the Property
into separate condominium units, based upon the intended uses for the Project, which are currently
anticipated to be:
i. Restaurant/Cafe condominium unit;
ii. Parking Garage condominium unit(s); and
iii. Cultural Center condominium unit.
Tenant agrees to join in the execution of said Declaration of Condominium if requested by the Landlord.
IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL THE LANDLORD'S TOTAL
FINANCIAL OBLIGATION IN CONNECTION WITH THE BUILDOUT IMPROVEMENTS OR
OTHERWISE IN CONNECTION WITH THE TENANT'S USE OF THE PREMISES OR THE FACILITY
EXCEED THE AMOUNT OF SEVEN MILLION SIX HUNDRED FOUR THOUSAND DOLLARS
($7,604,000.00), INCLUSIVE OF ALL CONTRIBUTIONS, CONTINGENCIES, AND
REIMBURSEMENTS.
AMENDED EXHIBIT "B-3"
Mandatory Design Elements
i. Approximately 3,300 sq. ft. 200-seat studio theater ("Theater Space")
ii. Approximately 2,250 sq. ft. multifunctional lounge / bookstore ("Lounge Space")
iii. Approximately 2,000 sq. ft. cafe / restaurant space capable of secure operation,
independent from the remainder of the Premises, regardless of whether the remainder of
the Premises is open to the public ("Cafe / Restaurant Space")
iv. Approximately 2,000 sq. ft. community education and rehearsal studio ("Rehearsal
Studio")
v. Approximately 1,700 sq. ft. administrative office space ("Office Space")
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AMENDED EXHIBIT "B-4"
Required Contract Language
For purposes of this Amended Exhibit "13-4," the term "Construction Agreements" shall
mean those contracts between the Tenant and the CMAR, the Architect and any other
contractors or design professionals with whom Tenant is in direct privity of contract for the
construction of the Buildout Improvements.
All Construction Agreements which provide for the performance of labor for the
construction of the Buildout Improvements shall, to the extent applicable to the scope of
work governed by such Construction Agreement, include the following provisions (or
language substantially similar thereto which is approved in advance by Landlord (the
"Required Clauses"). If any Construction Agreement has already been executed by
Tenant prior to the effective date of Amendment No. 1 to the Agreement, Tenant shall
require the applicable contractor or design professional to execute an addendum to
incorporate the Required Clauses into such Construction Agreement.
Terminology and Definitions
The phrases "this Agreement" and "the Construction Agreement' as used below refer to
the applicable Construction Agreement.
The term "Buildout Improvements" as used below shall be replaced in the applicable
Construction Agreement with the appropriate defined term for the scope of work covered
by such Construction Agreement.
The term "Contractor" as used below shall be replaced in the applicable Construction
Agreement with the appropriate defined term for the contractor or design professional.
The term "Tenant' as used below shall be replaced in the applicable Construction
Agreement with the appropriate defined term for Miami New Drama, Inc.
The term "Premises" as used below shall be replaced in the applicable Construction
Agreement with the appropriate defined term.
The term "Contract Documents" as used below shall mean the Construction Agreement
and the permit plans and specifications.
The term "Substantial Completion" and words of similar import shall mean that the Buildout
Improvements have been completed in accordance with the permit plans and
specifications and the requirements of (i) through (iv) below have been satisfied, and that
the Premises is ready for occupancy, except for so-called "punch list' items (including,
without limitation, adjustments to equipment, fixtures, landscaping, and similar items of
work) that can be completed after occupancy has been taken without causing substantial
interference with the use of the Premises.
Upon Substantial Completion of the Buildout Improvements, Contractor shall furnish the
Tenant the following:
19
(i) certification of the architect (certified to Tenant and the City of Miami
Beach, Florida on the standard AIA certification form) that it has
examined the plans and specifications and that, in its professional
judgment, after diligent inquiry, the Buildout Improvements have been
Substantially Completed in accordance with the plans and
specifications and, as constructed, the Buildout Improvements comply
with all applicable laws, constitutions, rules, regulations, orders,
ordinances, charters, statutes, codes, executive orders and
requirements of all governmental authorities having jurisdiction over the
Premises;
a copy or copies of the temporary certificates of occupancy and/or
certificates of completion for the Premises issued by the City of Miami
Beach Building Department;
(iii) lien waivers in form and substance reasonably satisfactory to Tenant
and the City from the Contractor and any other contractor,
subcontractor, supplier or materialman retained by Tenant in
connection with the construction of the Buildout Improvements,
evidencing that such persons have been paid in full for all work
performed or materials supplied in connection with the construction of
the Buildout Improvements; and
(iv) a complete set of "as built" plans and a survey showing the Buildout
Improvements as Substantially Completed. City shall have an
unrestricted license to use such "as built" plans and survey for any
purpose related to the Premises without paying any additional cost or
compensation therefor, subject to copyright and similar rights of the
architect to prohibit use of designs for purposes unrelated to the
Premises, as such rights exist in law or may appear in the architect's
contract, and subject to applicable public records laws. The foregoing
requirement with respect to "as built" plans shall be satisfied by Tenant
furnishing to City, at Tenant's expense, a complete set of plans and
specifications, with all addenda thereto and change orders in respect
thereof, marked to show all changes, additions, deletions and
selections made during the course of the construction of the Buildout
Improvements up to Substantial Completion.
Required Clauses
(a) "Contractor shall provide, prior to the commencement of its
portion of the work, and maintain during the performance thereof, the insurance set forth
on Exhibit "B-5" attached hereto and incorporated by reference herein. Such Contractor
shall procure an appropriate clause in, or endorsement on, any policy of insurance carried
by it pursuant to which the insurance company waives subrogation or consents to a waiver
of right of recovery consistent with the release, discharge, exoneration and covenants not
to sue contained herein. Original certificates of insurance shall name Tenant and the City
of Miami Beach, Florida, as additional insureds (the "Certificate of Insurance"), and shall
be furnished to Tenant by the Contractor prior to commencement of design work related
to, or construction of, the Buildout Improvements, as applicable, denoting all insurance
required of the Contractor pursuant to the terms of the contract. The Contractor shall
20
secure an original Certificate of Insurance from each of its sub -contractors with limits of
liability appropriate to such sub -contractor's scope of work";
(b) "Contractor hereby waives all rights of recovery, claims,
actions or causes of action against the City of Miami Beach, Florida, and its elected and
appointed officials (including, without limitation, the City's Mayor and City Commissioners),
directors, officials, officers, shareholders, members, employees, successors, assigns,
agents, contractors, subcontractors, experts, licensees, lessees, mortgagees, trustees,
partners, principals, invitees and affiliates, for any loss or damage to property of Contractor
which may occur at any time in connection with the Buildout Improvements, except to the
extent arising out of or related to the gross negligence or willful misconduct of the City, the
City's officers, directors, officials, employees, contractors, or agents.";
(c) "To the fullest extent permitted by law, Contractor shall and
does hereby indemnify and hold harmless the City of Miami Beach, Florida, and its
respective officers and employees, from liabilities, damages, losses and costs including,
but not limited to, reasonable attorneys' fees, to the extent caused by the negligence,
recklessness or intentional wrongful misconduct of Contractor and persons employed or
utilized by Contractor in the performance of this Agreement. Notwithstanding anything to
the contrary, Contractor shall not be required to indemnify, defend or hold the City of Miami
Beach, Florida or any of its respective officers and employees from liabilities, damages,
losses or costs to the extent caused by the acts, omissions, or negligence of the City of
Miami Beach, Florida or any of its officers or employees. The indemnification obligations
set forth in this paragraph shall survive the termination and/or expiration of this
Agreement."
(d) "Tenant shall have the right to assign to City, this Agreement
and Tenant's rights thereunder, at the City's request, without the consent of the
Contractor, and (2) that without the necessity of such assignment and without thereby
assuming any of the obligations of Tenant under the Construction Agreement occurring
prior to such assignment and/or purchase order, except for Tenant's payment obligations,
City shall have the right to enforce the full and prompt performance by the Contractor of
such Contractor's obligations under the Construction Agreement; and (3) the City is a third
party beneficiary of this Agreement";
(e) "Contractor agrees to comply with all laws and requirements
applicable to Contractor and the Buildout Improvements";
(f) "Upon an Event of Default by Tenant resulting in a
termination of that certain Lease Agreement between Tenant and City, dated as of April
18, 2022, Contractor shall, at the option of the City of Miami Beach, Florida, be terminated
or Contractor will honor this agreement as if this agreement had been originally entered
into with the City of Miami Beach, Florida.";
(g) "Upon an Event of Default by Tenant resulting in a
termination of that Lease Agreement between Tenant and City, dated as of April 18, 2022,
all covenants, representations, guarantees and warranties of Contractor hereunder shall
be, deemed to be made for the benefit of the City of Miami Beach, Florida, (and the City
of Miami Beach, Florida, shall be deemed to be a third party beneficiary hereof) and shall
be, subject and subordinate to the rights of Lender, enforceable by the City of Miami
Beach, Florida.";
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(h) "Nothing contained in this contract is in any way intended to
be a waiver of the prohibition on Contractor's ability to file liens against property of the City
of Miami Beach, Florida, or of any other constitutional, statutory, common law or other
protections afforded to public bodies or governments.";
(i) "Unless and until the City of Miami Beach, Florida, expressly
assumes the obligations of Tenant under this Agreement (and then only to the extent the
same arise from and after such assumption), the City of Miami Beach, Florida, shall not
be a party to this Agreement and will in no way be responsible to any party for any claims
of any nature whatsoever arising or which may arise in connection with this Agreement.", -
and
(j) "Contractor hereby agrees that notwithstanding that
Contractor performed work at the Premises, the City of Miami Beach, Florida shall not be
liable in any manner for payment or otherwise to Contractor in connection with the work
performed at the Buildout Site, except to the extent the City of Miami Beach, Florida,
expressly assumes the obligations of Tenant hereunder (and then only to the extent such
obligations arise from and after such assumption)."
(k) "Contractor warrants that all materials and equipment
included in the work will be new, and that such work will be of good quality, free from
improper workmanship and defective materials and in conformance with the Contract
Documents, and that such work will provide proper and continuous service under all
conditions of service required by, specified in, or which may be reasonably inferred from
the Contract Documents. With respect to the same work, Contractor further agrees to
correct all work found by Tenant or the City of Miami Beach, Florida to be defective in
material and workmanship or not in conformance with the Contract Documents for a period
of one year from Substantial Completion of the work or for such longer periods of time as
may be set forth with respect to specific warranties contained in the trade sections of the
Contract Documents, as well as any damage to the work resulting from defective design,
materials, equipment, or workmanship which develop during construction or during the
applicable warranty period. Contractor shall collect and deliver to Tenant and the City of
Miami Beach, Florida any specific written warranties given by subcontractors or others as
required by the Contract Documents (and such warranties shall be in addition to, and not
substitutes for, those warranties mandated to be obtained pursuant to the Contract
Documents). All such warranties shall commence upon Substantial Completion or such
other dates as provided for in the Contract Documents, or unless the warranted work is
not completed or has been rejected, in which case the warranty for the work shall
commence on the completion or acceptance of the work."
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EXHIBIT "B-5"
Insurance Requirements for Contractors and Design Professionals
BONDING REQUIREMENTS
1. The Performance Bond and the Payment Bond must each be executed by
a surety company in good standing with the Florida Office of Insurance Regulation and an
adequate rating from A.M. Best indicated in this Exhibit, which surety is authorized to do
business in the State of Florida as a surety, having a resident agent in the State of
Florida and having been in business with a record of successful, continuous operation for
at least five (5) years.
2. The surety company that is bound by the Performance Bond and Payment
Bond, respectively, shall be responsible for CMAR's acceptable performance of the work
under Construction Contract for the Buildout Improvements, and/or for the payment of all
debts pertaining thereto in accordance with Section 255.05, Florida Statutes.
3. The City will accept a surety bond from a company in accordance with
the requirements set forth below; provided however, that if any surety company appears
on the watch list that is published quarterly by Intercom of the Office of the Florida
Insurance Commissioner, the City shall review and either accept or reject the surety
company based on the financial information available to the City. The following sets forth,
in general, the acceptable parameters for bonds:
Policy - Financial Holder's Size
Amount of Bond
Ratings
Category
$500,001 to $1,000,000
A-
Class 1
$1,000,001 to $2,000,000
A-
Class II
$2,000,001 to $5,000,000
A
Class III
$5,000,000 to $10,000,000
A
Class IV
$10,000,001 to $25,000,000
A
Class V
$25,000,001 to $50,000,000
A
Class VI
$50,000,001 or more
A
Class VI
INSURANCE REQUIREMENTS
CMAR and Architect shall provide, pay for and maintain in force at all times (unless
otherwise provided) and any extensions thereof, the following insurance policies:
A. Worker's Compensation Insurance for all employees as required by Florida
Statute 440, and Employer Liability Insurance with a limit in an amount not less
23
than $1,000,000 per accident for bodily injury or disease for the Tenant and CMAR
and Statutory Limits for the Architect.
B. Commercial General Liability Insurance on an occurrence basis, including
products and completed operations, property damage, bodily injury and personal
& advertising injury with limits in an amount not less than $1,000,000 per
occurrence and $2,000,000 policy aggregate.
C. As to CMAR only: Umbrella Liability Insurance with limits in an amount not
less than $4,000,000 per occurrence. The umbrella coverage must be as broad
as the primary General Liability coverage.
The total limits for the Commercial General Liability and Umbrella Liability
Insurance (set forth in Sections 11.13 and II.0 above) shall be in an amount not less
than $5,000,000, and may be provided through a combination of primary and
excess/umbrella liability policies.
D. Automobile Liability Insurance covering any automobile, if vendor has no owned
automobiles, then coverage for hired and non -owned automobiles, with limits in an
amount not less than $1,000,000 combined per accident for bodily injury and
property damage.
E. As to Architect only: Design Professional Liability (Errors & Omissions)
Insurance with limits in an amount not less than $2,000,000 per occurrence or
claim, and $2,000,000 policy aggregate, subject to a maximum deductible
acceptable to the City, and not -to -exceed $100,000 Architect shall maintain the
claims made form coverage with a minimum of 10 years extended reporting
following Final Completion and shall annually provide City with evidence of renewal
coverage. Architect is responsible for all deductibles in the event of a claim.
Architect shall indicate the deductible for this coverage on its Certificate of
Insurance. Architect shall notify City in writing within thirty (30) days of any claims
filed or made against the Professional Liability Insurance Policy(ies).
F. As to CMAR: Contractors' Pollution Legal Liability with limits in an amount not
less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate,
subject to a maximum deductible acceptable to the City.
G. As to CMAR only: Installation Floater Insurance including coverage for material
& equipment to be installed during the course of this Project. City shall be included
as a Named Insured on this policy, as its insurable interest may appear. This policy
shall remain in force until acceptance of the Project by the City.
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III. ADDITIONAL TERMS AND CONDITIONS:
1. Notice to City. If the initial insurance expires prior to the completion of the
work, certificates of insurance evidencing the renewal of the coverage required shall be
furnished to the City ten (10) days prior to the date of their expiration. The insurance
policy(ies) must be endorsed to require the relevant insured to provide the City with at
least thirty (30) days' notice of cancellation and/or restriction, except for non-payment of
premium, which shall be subject to ten (10) days' notice.
2. Certificates of Insurance. Tenant shall provide the City with Certificates of
Insurance from its CMAR and Architect prior to the commencement of any work or services
by any such entity. However, failure to obtain the required documents prior to the
beginning of the work shall not waive the obligation to provide them. The Certificates of
Insurance shall be in form acceptable to, and subject to, reasonable approval by City.
Tenant's failure to timely provide the Certificates of Insurance as required by this
paragraph, and failure to cure within fifteen (15) days following receipt of written notice of
such failure from the City, shall be the basis for the rescission of this Agreement by the
City, without any liability to Tenant. The official title of the certificate holder is City of Miami
Beach, Florida. This official title shall be used in all insurance documentation. The City
reserves the right to require complete, certified copies of all required insurance policies,
including endorsements, required by these specifications, at any time.
CERTIFICATE HOLDER ON ALL COI 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
3. Right to revise or reject. City's Risk Management Division reserves the right, but
not the obligation, to review and revise any insurance requirements at the time of
insurance contract renewal and/or any amendments, not limited to deductibles, limits,
coverages and endorsements based on insurance market conditions affecting the
availability or affordability of coverage; or changes in the scope of work/specifications
affecting the scope and applicability of coverage.
4. Additional Insured. City shall be expressly included as an Additional Insured on
all policies (except Professional Liability and Workers' Compensation), and with an
endorsement that is acceptable to the City. Additional insured certificates for the City shall
read "City of Miami Beach, Florida, 1700 Convention Center Drive, Miami Beach, FL,
33139, Attn: Risk Management, 3rd Floor."
5. Notice of Cancellation and/or Restriction. The policy(ies) must be endorsed to
require the relevant insured to provide City with at least thirty (30) days' notice of
cancellation or non -renewal and/or restriction, except for non-payment of premium, which
shall be subject to ten (10) days' notice. A copy of the endorsement(s) shall be provided
with the Certificates of Insurance.
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6. Duty of Care. The furnishing of insurance coverage by Tenant, CMAR and/or
Architect shall in no way relieve or limit, or be construed to relieve or limit, Tenant or any
of its contractors of any responsibility, liability, or obligation imposed under this Agreement
or the applicable contract documents relating to the Buildout Improvements, or by
applicable laws, including, without limitation, any indemnification obligations which Tenant
or any of its contractors have to City thereunder.
7. Tenant's Failure to Procure. Tenant's failure to cause the CMAR, Architect and
any other contractor or design professional in contractual privity with Tenant to procure or
maintain the insurance required by this Exhibit "B-5" during the entire term of the work
shall constitute a material breach and an Event of Default under this Agreement, as long
as it is available based on prevalent market conditions. In the event of such a breach (and
following all notice and right to cure periods have expired), the City may exercise all
available rights and remedies hereunder, including the right to immediately suspend or
terminate this Agreement without any further notice to or liability to Tenant or, at its
discretion, procure or renew such insurance to protect the City's interests and pay any
and all premiums in connection therewith, and withhold or recover all monies so paid by
the City from the Tenant.
8. Waiver of Subrogation. Where permitted by law, Tenant hereby waives and shall
cause the CMAR to waive all rights of recovery by subrogation or otherwise (including,
without limitation, claims related to deductible or self -insured retention clauses,
inadequacy of limits of any insurance policy, insolvency of any insurer, limitations or
exclusions of coverage), against City, and its officers, directors, officials, employees,
contractors, and agents. Certificates of insurance shall evidence the waiver of subrogation
in favor of the City, and that coverage shall be primary and noncontributory, and that each
evidenced policy includes a Cross Liability or Severability of Interests provision, with no
requirement of premium payment by the City.
26
ECONOMIC DEVELOPMENT DEPARTMENT
DATE: June 22, 2026 - - - -
TO: I Eric Carpenter, City Manager
FROM: � Steven Anthony, Economic Development Director
SUBJECT:
Routina:
Lease Amendment 1 - Miami New Drama (MiND) /
Collins Park Cultural Facility
Name
igna
Department
x
Steven Anthony
Economic Development
x
Ric Dopico
Office of the City Attorney
x
Maria Hernandez,
/
Office of the City Manager
x
Eric Carpenter
Office of the City Manager
x
Ralph Granado
Office of the City Clerk
For:
Information Only
X Review and Approval
X City Manager's Signature
Other
Comments:
• Reso. 2025-33908 (Sept 2025) authorized amending MiND's lease to transfer
construction and project delivery to MiND. The related term sheet had been
previously approved via Reso. 2025-33710 (June 2025).
• Staff and MiND have since finalized revisions, including a
Commission -approved update to the GOBAC agreement (Reso. 2026-34215)
permitting MiND to eventually access available contingency reserves for FF&E
(subject to City review).
o The amended lease now establishes a "Lease Commencement Date" of
July 1, 2026. The Initial Term ends 5 years after beneficial occupancy,
but no later than 8 years from the Lease Commencement Date.
• Execution of the enclosed amendment is required for MiND to receive its
$250,000 Miami -Dade Cultural Arts grant, which will fund the A/E phase.
Next Steps
• City staff has approved an architect agreement with Touzet Studios; architect
Enrique Norten will also provide services.
• Prompt execution of the $7.6 million GOBAC grant is needed for MiND to
proceed and starts the 30-day deadline for execution of the architect agreement.
• The City will continue exercising its review rights, including 30/60/90% design
reviews and GMP approval.
Action Requested
Please execute the enclosed Lease Amendment to memorialize transfer of
construction responsibilities to Miami New Drama.
Return to:
Justin Karr x 22548