20170111 AM1MIAMIBEACH
City Commission Meeting
ADDENDUM MATERTAL 1 (116120171
City Hall, Commission Chambers, 3'o Ftoor, 1700 Convention Center Drive
January 11,2017
Mayor Philip Levine
Commissioner John Elizabeth Alem6n
Commissioner Ricky Arriola
Commissioner Michael Grieco
Commissioner Joy Malakoff
Commissioner Kristen Rosen Gonzalez
Commissioner Micky Steinberg
City Manager Jimmy L. Morales
City Attorney Raul J. Aguila
City Clerk Rafael E. Granado
Visif us at www.miamibeachfl.gov for agendas and video "streaming" of City Commission Meetings.
ATTENTION ALL LOBBYISTS
Chapter 2, Article Vll, Division 3 of the City Code of Miami Beach entitled "Lobbyists" requires the
registration of all lobbyists with the City Glerk priorto engaging in any lobbying activitywith the City
Commission, any City Board or Committee, or any personnel as defined in the subject Code
sections. Copies of the City Code sections on lobbyists laws are available in the City Clerk's office.
Questions regarding the provisions of the Ordinance should be directed to the Office of the City
Attorney.
ADDENDUM AGENDA
R9 - New Business and Gommission Requests
R9 Z DISCUSSION REGARDING THE TERMINATION FOR CONVENIENCE OF THE CITY'S STATE
LEG ISLATIVE CONSULTING SERVICES AGREEMENT W ITH CORCORAN & ASSOCIATES, INC.,
AND SOUTHERN STRATEGY GROUP, INC., AND REALLOCATION OF FUNDING TO THE
OFFICE OF THE MAYOR AND CITY COMMISSION TO PERFORM SUCH SERVICES
INTERNALLY.
Office of the City Attorney
Mayor Philip Levine
Addendum added on 11612017
1
1.
Addendum 1, January 11,2017
REDEVELOPMENT AGENCY (RDA)
A RESOLUTION OF THE CHAIRPERSON AND MEMBERS OF THE MIAMI BEACH
REDEVELOPMENT AGENCY (RDA), FOLLOWING A DULY ADVERTISED PUBLIC HEARING,
ACCEPTING THE RECOMMENDATION OF THE FINANCE AND CITYWIDE PROJECTS
COMMITTEE, AND WAIVING, BY 5/7TH VOTE, THE COMPETITIVE BIDDING REQUIREMENT,
FINDING SUCH WAIVER TO BE IN THE BEST INTEREST OF THE CITY; AND APPROVING AND
AUTHORIZING THE CHAIRPERSON AND SECRETARY TO EXECUTE A LEASE AGREEMENT,
SUBSTANTIALLY IN THE FORM ATTACHED TO THIS RESOLUTION, BETWEEN THE CITY OF
MIAMI BEACH AND THE MIAMI BEACH REDEVELOPMENT AGENCY (COLLECTIVELY,
LANDLORD)AND THE MIAMI BEACH CHAMBER OF COMMERCE (TENANT), FORTHE USE OF
APPROXI MATELY 935 SQUARE FE ET OF C|TY-OWN ED PROPERTY (PREM tS ES), LOCATED AT
530 17TH STREET, MIAM| BEACH, FLOR|DA, FOR A PERTOD OF TWO (2) YEARS AND
TWENTY-FIVE (25) DAYS, COMMENCTNG RETROACTTVELY ON DECEMBER 7, 2016 AND
EN D I NG ON DECEMBER 31, 201 8. JOINT REDEVELOPMENT AGENCY AN D CITY COMMISSION
Tourism, Culture and Economic Development
Addendum added on 11612017
2
MIAAAI BEACH
TO:
FROM:
DATE:
SUBJECT: DISCUSSION REGARDING THE TERMIMTION FOR CONVENIENCE OF THE
CIry'S STATE LEGISLATIVE CONSULTING SERVICES AGREEMENT WITH
CORCORAN & ASSOCIATES, INC., AND SOUTHERN STRATEGY GROUP, INC.,
AND REALLOCATION OF FUNDING TO THE OFFICE OF THE MAYORAND CIry
COMMISSION TO PERFORM SUCH SERVICES INTERNALLY.
ANALYSIS
Please place on the January 11,2017 City Commission agenda a discussion item regarding the
termination for convenience of the City's state legislative consulting seruices agreement.
The City is cunently under an agreement with Corcoran & Associates, lnc. (dba Corcoran &
Johnston), and Southern Strategy Group, lnc., for state legislative consulting seMces. The initial
term of the agreement began on October 1,2014, and ends on September 30, 2019.
Notwithstanding the above, the agreement is terminable by the City for convenience with fifteen
(15) days' notice.
.
I believe it is in the best interest of the City to terminate this agreement for convenience and
reallocate funding, so that these services may be performed intemally by the Office of the
lvhyor and City Commission, which, pursuant to Resolution No. 2015-29847, oversees and
manages the City's legislative and govemmental affairs.
Legislative Tracking
Office of the CityAttomey
Soonsor
Mayor Philip Levine
New Business and Commission Requests - R9 Z
COMMISSION MENilORANDUM
Honorable Mayor and Members of the City Commission
Mayor Philip Levine
January 11,2017
Page 659 of 706
3
THIS PAGE INTENTIONALLY LEFT BLANK
4
RedevelopmentAgency - RDA 1.
COMMISSION MEII'PRAN D U M
Honorable Mayor and Members of the City Commission
Jinrny L. Morales, City Manager
January 11,2017
Newtime: 2:00 p.m.
MIAAAI BEACH
TO:
FROM:
DATE:
SUBJECT: A RESOLUTION OF THE CHAIRPERSON AND MEMBERS OF THE MIAMI BEACH
REDEVELOPMENT AGENCY (RDA), FOLLOWING A DULY ADVERTISED PUBLIC
HEARING, ACCEPTING THE RECOMMENDATION OF THE FINANCE AND
CITYWIDE PROJECTS COMMITTEE, AND WAIVING, BY 5r7TH VOTE, THE
COMPETITIVE BIDDING REQUIREMENT, FINDING SUCH WAIVER TO BE IN THE
BEST INTEREST OF THE CITY; AND APPROVING AND AUTHORIZING THE
CHAIRPERSON AND SECRETARY TO EXECUTE A LEASE AGREEMENT,
SUBSTANTIALLY IN THE FORM ATTACHED TO THIS RESOLUTION, BETWEEN
THE CITY OF MIAMI BEACHAND THE MIAMI BEACH REDEVELOPMENT AGENCY
(COLLECTIVELY LANDLORD) AND THE MIAMI BEACH CHAMBER OF
COMMERCE (TENANT), FOR THE USE OF APPROXIMATELY 935 SQUARE FEET
oF ctry-owNED pRopERTy (pREMrsES), LOCATED AT 530 17TH STREET,
MIAM| BEACH, FLORIDA, FORA PERTOD OF TWO (2) YEARS AND TWENTY-FIVE
(25) DAYS, COMMENCTNG RETROACTIVELY ON DECEMBER 7, 2016 AND
ENDING ON DECEMBER 31 ,2A18. JOINT REDEVELOPMENT AGENCYAND GITY
COMMISSION
RECOMMENDATION
Adopt the Resolution.
BACKGROUND
The Pennsylvania Garage (Penn Garage) is located at 1661 Pennsylvania Avenue and cpntains
approxirnately 7,655 square feet of ground floor retail space (Penn Garage Retail) and 560 rrunicipal
parking spaces. Penn Garage Retail was leased entirely to Oolite restaurant which vacated the space
last year. Since that tinre, a portion of the space was utilized by the City to provide training on the new
Munis software system. The eniire 7,655 square feet is currently vacant.
ANALYSIS
The renovation of the Miami Beach Convention Center has displaced the Visitor Center of the
Miami Beach Chamber of Commerce (Tenant). During the remainder of the renovation, due to its
close proximity to the Convention Center, the Administration is proposing to relocate the Visitor
Center into the northeastern 935 square feet of Penn Garage Retail, as depicted in Exhibit B (Floor
Plan), attached hereto.
The proposed basic terms and conditions of the new lease are as follows:
Page 658 of 700
5
RentalRate:
Premises:
Size:
Construction
Allowance:
Term: Two (2) years and twenty-five (25) days, commencing
retroactively on DecemberT, 2016 and ending December 31, 201 8.
$1.00 annually
530 17th Street
Approximately 935 square feet
The Premises have been partitioned and prepared by
the City at a cost of approximately $13,000. Tenant shall accept the Premises
in "as-is" condition. Tenant shall be responsible for any additional costs
associated with modifying the Premises to meet its requirements.
Termination
Option:The City reserves the right, through its City Manager, to
terminate the Lease Agreement, at any time, without cause and without liability
to the City, upon providing Tenant with ninety (90) days prior written notice.
Additional Uses of Penn Garage Retail
The Office of Housing and Community Services currently requires space for its Children's Trust
funded youth programs. The Administration is proposing to relocate Success University, Parent-
Child Home, and the Miami Beach All-Stars programs into the southem 2,251 square feet of the
Penn Garage Retail at the beginning of next year. The programs being relocated serve youth and
families. Success University, which had been using the first floor conference room in City Hall until
it was displaced, provides an altemative suspension program for youth suspended from school.
The program enables youth to complete school work and participate in restorative justice to make
amends for their poor choices that resulted in their suspension. The new space will allow the
program to accommodate up to 15 youth a day and provide an environment conducive to learning.
The Parent-Child Program provides young parents with guided instruction to support their roles as
parents wtrile promoting school readiness. The new space will provide expanded intake and
meeting opportunities. The All Stars program serves youth in grades 6 through I with resiliency
and prevention training that result in reduced risky behaviors. The new space will allow for
expanded after-schoo I and sum mer prog ramming.
FINANGE & CITYVI'IDE PROJECTS COMMITTEE
The Administration presented the above information at the December 16, 2016 Finance and
Cihrnruide Projects Committee ('FCWPC") meeting. The FCWPC considered this matter and
recommended in favor of executing a new lease agreement with the Miami Beach Chamber of
Commerce, in accordance with the above stipulated terms and conditions. Once this lease
expires, the City could consider using this space to market its proposed new line of City-branded
products.
The FCWPC recommended in favor of approving the use of the requested portion of the space
for the Office of Housing and Community Services youth programs on a temporary basis with the
understanding that they would have ninety (90) days' notice to relocate once a new tenant is
identified. During this time, the City should utilize the services of a broker to market the rest of the
space to one or several tenants, including restaurants and other unique retail users.
Page 659 of 700
6
CONCLUSION
The Administration recommends accepting the recommendation of the Finance and Cihlride
Projects Committee to execute a new Lease Agreement with the Miami Beach Chamber of
Commerce, in accordance with the above stipulated terms and conditions and their
recommendation to approve the use of the space for the Office of Housing and Community
Services'youth programs on a temporary basis.
Leoislative Trackino
Tourism, Culture and Economic Development
ATTACHMENTS:
Description
o E*ribit B - Floor Plan
o Resolution
Page 660 of 700
7
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RESOLUTION NO.
A RESOLUTION OF THE CHAIRPERSON AND MEMBERS OF THE MIAMI
BEACH REDEVELOPMENT AGENCY (RDA), FOLLOWNG A DULY
ADVERTISED PUBLIC HEARING, ACCEPTING THE RECOMMENDATION OF
THE FINANCE AND CITYWDE PROJECTS COMMITTEE, AND WAIVING, BY
5'7TH VOTE, THE COMPETITIVE BIDDING REQUIREMENT, FINDING SUCH
WAIVER TO BE !N THE BEST INTEREST OF THE CITY; AND APPROVING AND
AUTHORIZING THE CHAIRPERSON AND SECRETARY TO EXECUTE A LEASE
AGREEMENT, SUBSTANTIALLY IN THE FORM ATTACHED TO THIS
RESOLUTION, BETWEEN THE CITY OF llrllAMl BEACH AND THE MIAMI
BEACH REDEVELOPMENT AGENCY (COLLECTTVELY, LANDLORD) AND THE
MIAMI BEACH CHAMBER OF COIUMERCE (TENANT), FOR THE USE OF
APPROXIMATELY 935 SQUARE FEET OF CITY.OWNED PROPERTY
(PREM!SES), LOGATED AT 530 17TH STREET, MtAMt BEACH, FLORIDA, FOR
A PERTOD OF TWO (2) YEARS AND TWENTY-FIVE (25) DAYS, GO|UIMENCING
RETROACTIVELY ON DECEMBER 7, 2016 AND ENDING ON DECEMBER 31,
2018.
WHEREAS, the Pennsylvania Garage is located at 1661 Pennsylvania Avenue and contains
approximately 7,655 square feet of ground floor retail space (Retail Space) and 560 municipal
paking spaces (Penn Garage); and
WHEREAS, the renovation of the convention center has displaced the Visitor Center of the
Miami Beach Chamber of Commerce (Tenant);
WHEREAS, during the remainder of the renovation, due to its close proximity to the
convention center, the Administration is proposing to relocate the Msitor Center into the
northeastem 935 square feet of Penn Garage retail space a/Ua 530 17h Street (Premises); and
WHEREAS, upon further discussions, the Administration negotiated a new lease with Tenant,
for an initial term of two (2) years and twenty-five (25) days, retroactively commencing December
7 ,2016 and ending December 31, 2018; and
WHEREAS, the Administration submitted the agreed upon terms and conditions to the
Finance and Citywide Projects Commission Committee (FCWPC) at its December 16, 2016
meeting, and the FCWPC recommended approving a new lease agreement with Tenant,
containing the following essential terms:
Premises:
Size:
Term:
Rental Rate:
Construction
530 17ut Street
Approximately 935 square feet located at the northeastern portion of the
RetailSpace
Two (2) years and twenty-five (25) days, cornmencing relroactively on
DecemberT, 2016 and ending December31,2018.
$1.00 annually
Page 662 of 700
9
Allowance:
Termination
Option:
The Premises have been partitioned and prepared by the City at a cost of
approxinrately $t 3,000. Tenant shall accept the Premises in "as-is"
condition. Tenant shall be responsible for any additional costs associated
with modifying the Premises to meet its requirements.
The City reserves the right, through its City Manager, to terminate the Lease
Agreement, at any time, without cause and without liability to the City, upon
providing Tenant with ninety (90) days prior written notice.
WHEREA$, the Administration recommends the approval of a lease agreement, substantially
in the form attached hereto as Exhibit *A", containing the essential terms outlined in this
Resolution.
NOW, THEREFORE, BE IT DULY RESOLVED THAT THE CHAIRPERSON AND
MEMBERS OF THE MlAltlll BEACH REDEVELOPMENT AGENGY {RDA), that the Chairperson
and Members of the RDA, following a duly advertised public hearing, hereby accept the
recommendation of the Finance and Citywide Projects Committee, and waive, by 5/7ths vote, the
competitive bidding requirement, finding such waiver to be in the best interest of the City; and
approve and authorize the Chairperson and Secretary to execute a lease agreement, substantially
in the form attached to this Resolution, between the City of Miami Beach and the Miami Beach
Redevelopment Agency (collectively, Landlord) and the Miami Beach Chamber of Commerce
(fenant), for the use of approximately 935 square feet of City-owned property (Fremises), located
at 530 17th Street, Miami Beach, Florida, for a period of two (2) years and twenty-five (25) days,
commencing retroactively on December 7, 2016 and ending on December 31, 2018.
PASSED and ADOPTED this day of ,, ,,2017.
ATTEST:
RATAEL E. GRANADCI, STCRETARY PHILIP LEVINE, CHAIRPERSON
T:\AGENDA\201 7\1 - January\TcE0\IvIECC\IUBCC RESO (RDA 0'l-05-1 7).docx
,#f;i3Hff3i,I3,
& FOR EXECUIION-
Page 663 of 700
10
EXHIBIT A
LEASE AGREEMENT
THIS LEASE AGREEMENT, made this _ day of 2017
(Lease, Lease Agreement), by and between the CITY OF MIAMI BEACH, ("The Citf) a
Florida municipal corporation and Miami Beach Redevelopment Agency(The "RDA'), a
public body corporate and politic, (hereinafter collectively to as "Landlord" or
E, a Florida not-for-"CityiRDA'), and the MIAMI BEAGH CHAMBER OF COM
profit corporation, (hereinafter referred to as "Tenant").
1. Demised Premises.
The City/RDA, in consideration of the rentals he to be paid and
of the covenants, conditions and agreements to be kept by the
Tenant, hereby leases, lets and demises to the Tenant,enant hereby
leases and hires from the CitylRDA, those certain premises'"Demised
Premises"), adjacent and part of the CitlRDA-owned property at 1661
Pennsylvania Avenue, Miami Beach, Florida 33139 which includes 7,655 square
feet of ground floor retail (the "Retail Space") and 560 municipal parking
spaces (the "Penn the "Building"), having approximately
935 square feet, as depicted more fully described as follows:
The north-easterly 935
Garage Condominium,
,$k!it 1, of Pennsylvania
i according to the
Declaration thereof, as in Official Records Book 28080, at
Page 4536, of the Public of Miami-Dade County, Florida.
allda 530 17 Street, Miami rida 33139.
entitled to have and to hold the Demised Premises for an
two (2) years and twenty-five (25) days, commencing
the 7th day of December, 2016 (the "Commencement
ing on the 31"t day of December, ;.l l!-g..For purposes of
, and including, without limitation, Subsection 2.2
contract yea/' shall be defined as that certain period
r on the 1tt day of Januarv, and ending on the 31*t day of
2.2.
Decefnber.
lntentionally Omitted
Notwithstanding anything in this subsection, or any other term or condition
in this Lease Agreement, the CitylRDA reserves the right, through its City
Manager, to terminate this Lease Agreement, without cause and without
2.3.
Page 664 of 700
11
2.4.
liability to the City/RDA, upon providing Tenant with ninety (90) days prior
written notice.
This Lease does grant any additional parking privileges not already
available to the general public; though receipt is not guaranteed, Tenant
may apply for Garage Access cards at the City Parking Department at the
Parking Department's standard rates,
3.1.1. The Base Rent for th Premises shall be for One
good and valuable
3. Rpnt.
3.1. Base Rent:
Tenant's payment of Rent, as defined in this Section 3, shall commence
on January 1"t,2017 (the "Rent Commencement Date"),
Dollar ($1.00) per
consideration, the
acknowledged by the pa
3.1.2. lntentionallyOmitted
AdditionalRent:
3.2.1.
3.2.2.
3,2.3.
3.2.4.
and other
sutficiency of which is hereby
3.2.
ln addition to the Base Rent, as set forth ifi$_gclion 3.1, Tenant shall also
pay Additional Rent as provided hglow:
.:!;.:.... \-i..;^.r.
idlord sha'll,:be responsible for any common area expenses for the
ty.(not i$[lyqing Tenant's Taxes and Sales Taxes), Property real
r.[t$;!p.s.gpnce for th9 P-roperty (not including Tenant's
Notwithstanding in section 3.2.1 or any other provision set
forth herein, as TedHtit is the sole tenant cunently using the restroom
facilities in Unit 1 , until such time as another tenant moves into Unit 1,
Miami Beach Chamber of Commerce shall be solely responsible for
any all day to day janitorial maintenance of the restroom including
restocking of sanitary supplies.
lntentionally Omitted
Tenant's Taxes and Sales Taxes.
Concunent with the payment of the Base Rent and 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
property real estate taxes, imposed, levied or assessed against the
Demised Premises or Tenant's use of the Premises, or any other
charge or payment required by any governmental authority having
estate
insura
Page 6ff of 700
12
jurisdiction there over, even though the taxing statute or ordinance may
purport to impose such tax against the City/RDA.
3.2.5. Enforcement.
Tenant agrees to pay the Base Rent, Additional Rent, and any other
amounts as may be due and payable by Tenant underthis Agreement,
at the time and in the manner provided herein, and should said rents
and/or other additional amounts due herein provided, at any time
remain due and unpaid for a period of fifteen (15) days after the same
shall become due, the City/RDA h..EX€rcis€ any or all options
lhiy be exercised concunentlyavailable to it hereunder, which o
or separately, or the CitylRDl#9,[''pursue any other remedies
enforced by law.
Location for Payments.
All rents or other payments due
following address:
City at the
or at such other address as
lntentionally Omitted
n of Demised
Premises:
ses shall be used by the Tenant solely for the
ng brochures, maps, tourism information, guidance,
nce with questions or issues regarding Greater Miami
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
the CitylRDA 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 Agreement, Tenant
derives any special benefit and/or consideration from the City/RDA (acting
in its regulatory capacity) with regard to Tenant's services to third parties.
hereunder
5.
6.
7.
7.1.
Page 660 of 700
13
7.2.
Any violation of this Subsection 7.1 by Tenant shall be deemed as an
automatic default under this Agreement and, notwithstanding any other
provision set forth herein, shall entitle the City/RDA lo automatically
terminate this Agreement, without further notice to Tenant, and without
liability to the City/RDA.
The Demised Premises may be open for operation seven (7) days a week,
with hours of operation being as follows:
Hours of Operation:Sunday - Sa 9:00 AM to 5:00 PM
Nothing herein contained shall be to authorize hours contrary to
the laws governing such o in the days and/or hours
of operation shall require the prio of the City Manager;
provided, however, that in no event shall hours of operation extend
earlier than 7:00 AM, or later than 11:00 PM.
7.3.It is underctood and agreed that the Demised i'shall be used by
the Tenant duri the Term of this Agre i,pnly for the
purpose(s/use(s) {s$L,iforth in Section 7 hereof,no other
purpose(s) and/or fEd6)li . Tenant will not make or permit any
use of the Demised ithat, directly or indirectly, is forbidden by
or that may be dangerous to life,
8. lmprovements.
8.1. Tenant accepts the Demised Premises in their present "AS lS" condition
and may construct or cause to be constructed, such interior and exterior
improvements and rnaintenance to the Demised Premises, as reasonably
necessary for it to carry on its permitted use(s), as set forth in Section 7;
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. Additionatly, 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 the
City/RDA upon termination and/or expiration of this Agreement. Upon
termination andlor expiration of this Agreement, all personal property and
Page 66{ of 700
14
8.2.
non-permanent trade fixtures may be removed by the 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 the City/RDA. Any and all permits and
or licenses required for the installation of improvements shall be the sole
cost and responsibility of Tenant.
Notwithstanding Subsection 8.1, upon termination and/or expiration of this
Agreement, and at City/RDA'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 tltp City Manager, be promptly removed by
Tenant, at its expense and bility, and Tenant further hereby
agrees, in such event, to 'the Demised Premises to their original
condition prior to the Date of this Agreement.
this Subsection 8.3 only, shallalso ..improvements as necessary for
Tenant's maintenance and repair of the ised Premises) which do not
exceed Fivg Hundred ($500.00) Dollars,that the work is not
ble law,
8.3.
structurc{fsn&provided that it is permifted by
9.
9.1.
\:-.:../:.r:...' \::"1 l. .'1+r'.::;:i::j' \i;;:; :-:-
The City ManaEHr, and/or=his'duthorized representatives, shall have the
right to enter upoiiilhe Demisdil Premises at all reasonable times for the
9.2.
purpose of inspecting"'.,same; preventing waste; making such repairs as the
CitylRDA may consi6siiCIecessary; and for the purpose of preventing fire,
theft or vandalism. The City/RDA agrees that, whenever reasonably
possible, it shall use reasonable efforts to provide notice (whether written
or verbal), unless the need to enter the Demised Premises is an
emergency, as deemed by the City Manager, in his sole discretion, which
if not immediately addressed could cause property damage, loss of life or
limb, or other injury to persons. Nothing herein shall imply any duty on the
part of the City/RDA to do any work that under any provislons of this
Agreement the Tenant may be required to perform, and the performance
thereof by the City/RDA shall not constitute a waiver of the Tenant's
default.
lf the Tenant shall not be personally present to open and permit entry into
the Demised Premises at any time, for any reason, and any entry thereon
shall be necessary or permissible, the City Manager, and/or his authorized
Page 6$ of 700
15
9.3.
10. Tenant'slnsgra_nceRequirements.
10.1. Before beginning any work and
10.3.
10.4.
fi.4.1.
representatives, may enter the Demised Premises by master key, or may
forcibly enter the Demised Premises without rendering the City/RDA or
such agents liable therefore.
Tenant shall fumish the City/RDA with duplicate keys to all locks including
exterior and interior doors prior to (but no later than by) the
Commencement Date of this Agreement. Tenant shall not change the
locks to the Demised Premises without the prior written consent of the City
Manager, and in the event such consent is given, Tenant shall fumish the
(including renewal periods), Tenant shall, at\s sole cost and expense,
comply with all insurance requirements of the City{SD"A, !t is agreed by the
issued by compar{es,,authorized to do business under the laws of the
State of Florida. Prdfdert,p.frall indicate that insurance coverage has been
ilsole cost and expense,
parties that Tenant shall not occupy the Demised until proof of
the following insurance coverage have been ;and aPProved bY
the City's Risk . All insurance policies requiiti{,"below shall be
obtained which meetiljthdYe_quir€ments as outlined below by submitting
original certificates of \suraheqio,{he City's Risk Manager and Asset
Manager respectively: \i,,,, 1l,l**1,,, ,
\',;::. ,.#l:i): ' \ii::jf ,r.:..t.;:,.:..f.:-:::: .:. \j., I j
i!'i$ptoyeet'-ot the provider as required by
iy.er's Liability coverage in accordance with
10.5.
10.6.
I General Liability on a comprehensive basis in an amount not
less tha-ffiffi.,000,000 combined siryl9 limit per occurence, for bodily
damage. City of Miami Beach must be shown as an
with respect to this coverage.
will be insured for the following coverage:
lntentionally Omitted
All-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 Prernises 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,
Page 6S of 700
16
10.7.
10.8.
10.9.
10.10.
10.1 1.
10.12.
10.13.
fumiture, and other property removable by Tenant under the provisions of
ihis Agreement).
lntentionally Omitted
The insurance coverage required shall include those classifications, as
Iisted in standard liability insurance manuals, which most nearly reflect the
operations of the provider.
Any insurance coverage required
subrogation in favorof the City/RDA.
),, ffrust include a waiver of
i:.rii ,
t:;lt:'
The company must be rated no " as to management, and no
less than "Class Vll" as to financia by the latest edition of Best's
lnsurance Guide, published by A.M. Best , Oldwick, New Jersey,
or its equivalent, subject to the approval of
Division.
Management
Certificate holder must read:
City of Miami Beach
1700 Convention Center Drive
Miami Beach, FL 33139
-::.i.:i.r-_ i >-dt,rJi,:riti,.'-r^
Cor,pffancii Wtt{,the foregoing requirements shall not relieve the vendor of
his libbility and dlitigation under this section or under any other section of
this Agiirement. f:i1'\r'..,. .#, i;,,i:,ii*',
E" l"':'/'i'::::i'1:::1'rL:r-a'i! h: a-
City/RDA re-iie5ibC tntt.nght.lo impose add itional reaso nable i nsurance
requirements a$1he City/RDAmay deem necessary or in accordance with
common practice)'-';i1',, - "i'r:' "
\:-.:i.l,-
The policies of insurEii6e referred to above shall not be subject to
cancellation or changing coverage except upon at least thirty (30) days
written notice to City/RDA 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, the
City/RDA may, at its sole discretion, obtain such insurance, and any sums
expended by City/RDA in obtaining said insurance, shatl be repaid by
TENANT to City/RDA, plus ten percent (10%) of the amount of premiums
paid to compensate City/RDA for its administrative costs. lf 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.
10.14. Waiver of Subrogation.
Page 67p of 700
17
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, clairn, action, or
cause of action, against the City/RDA, 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 refened 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 the
City/RDA, its agents, officers, or employees.
The Tenant shall obtain from its ve insurer(s), under all policies of
fire, theft, public liability, wo!6/s compensation, and other insurance
{hb term hereof insuring or covering the
fees (appellate or otherwise) resulting.,"from the failure to obtain such
waiver.
rnaintained at any time duflrl$'.the term hereof insuring or covering the
Retail Space or any portiofi.,{he.reof or operations therein, a waiver of all
rights of subrogation which th{'Tenant's,:insurer might have against the
City/RDA, and the Tenant shalllrltlempil,,defend, and hold harmless the
City/RDA against any loss or exijen'se,'including reasonable attorneys'
11.
12.
lntentionally
Tenant shall
Premises.-: :r i -, ,1.r:1;::: 1 . i:.:r-..
..: , i : ,..J._:.*.:-_-.:.:1\^
;;.':'-"'.n:.r,'.,-,'".
,ir{ "r'il-r:i--
lng;1Ont to assign the Lease or sublet the Demised
a:'.:. r.i I :': il.: :: 1.:, :.
13.
13.1.
Mai
Tenant shall be soltiilll.rcsponsible for the operation, maintenance and
repair of the DemisedoPremises. 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.
13.1.1. The City/RDA shall be responsible for the maintenance of the roof, the
exterior of the Building, the structural electrical and plumbing (other
than plumbing surrounding any sink(s) andior 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. The CitylRDA shall maintain andlor repair those items that it is
Page 67S of700
18
responsible for, so as to keep same in proper working condition.
13.1.2. lf the City/RDA provides a separate air-conditioning unit for the
Demised Premises, Tenant agrees and understands that Tenant shall
be solely responsible for the maintenance, repair and replacement of
the heating/ventilatio n/a i r-co nd ition i n g ( HVAC) equipment servicing the
Demised Premises, at Tenant's sole expense.
13.1.3. Tenant further agrees and understandsfiat, if the City/RDA provides a
separate HVAC unit for the Demisqd?remises, the CitlRDA, at its
sole discretion, may require that !obtain, at any time during the
Tenn of this Agreement, and maintain in good standing,
at Tenant's expense,'arm of this Agreement, a
maintenance and repair contract,;by the CMRDA, with a
service company previously approved in by the CitylRDA,
providing for the preventative maintenance a irqpair of all HVAC
equipment servicing the Demised Premises. ln event that the
City/RDA Tenant that it will require Tenant tb*|ntract for said
maintenance ir services, Tenant shall provide to'the City/RDA,
in writing, withi {l) business days, the name(s) and telephone
number(s) of
Tenant shall
) for the City's review and approval.
.rlof o current, enforceable and fully
executed maintena :sgntrac't, no later than ten (10)
business days after
company, as proof of T
of the."Clity's approval of the service
compliahce with this provision,
13.2.
13.3.
13.4.lf Tenant fails to make such repairs or restorations or replacements, the
same may be made by the CitylRDA, at the expense of Tenant, and all
sums spent and expenses incuned bythe City/RDA shall be collectable by
the City/RDA and shall be paid by Tenant within three (3) days after
submittal of a bill or statement therefore.
It shall be Tenant's sole obligation and responsibility to ensure that any
renovations, repairs andlor improvements made by Tenant to the Demised
13.5.
Page 67$ of 700
19
Premises comply with all applicable building codes and life safety codes of
governmental authorities havi ng jurisd ictio n.
13.6. Tenant Responsibililips for Utifities (not included within Ooeratino
Expenses), Tenant is solelv resporlsible for, and shall oron'lptly pay when
due all gharges for electrici$, gos, cable, telephone, intemet, janitorial
garage service and any other utility service provided to the Demised
Premises, including, without limitation, all hook-up fees and impact fees,
NOT included as an Operating Expense (pursuant to Subsection 3.2.1).
ln addition to other rights and
CitylRDA, upon the failure of T
contemplated in this Subsection 1
at its sole discretion, to pay
reimburse the City/RDA upon
ln no event, however, shall to Tenant or to
third parties, for an i ,,oI any utilities or
services to the Demised
13.7.TENANT HEREBY AC AND AGREES THAT THE
DEMISED PREMISES ARE
to fulfill and comply with all statutes, ordinances,
rules, orders,,:find requirements of any and all govemmental bodies,
IS"
14.
Demised Premises, an$shall alsory-hply with and fulfill all rules, orders, and
regulations for the priivention of iire, all at Tenant's own expense and
reiponsibility. Tenant
-shal
I'fl
damages that may be imposi.sd;,
$gy, all cost, expenses, claims, fines, penalties, and
,siI{,,because of the failure of Tenant to comply withof the failure of Tenant to comply with
this Section, and shall indemnify and hold harmless the City/RDA from all liability
arising from each non-compliance.
15. 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 the Tenant; provided however, Tenant shall have the right to
contest the validity or amount of any such lien or claimed lien. ln the event of
such contest, Tenant shall give the City/RDA reasonable security as may be
demanded by the City/RDA to insure payment thereof and prevent sale,
foreclosure, or forfeiture of the Premises or improvements by reasons of such
,d.thereinafter reserved to the
$av tor such utility services (as
!,'f,ue, the CitylRDA may elect,
Page 67iSof 700
20
16.
17.
non-payment. Such security need not exceed one and one half (1%) times the
amount of such lien or such claim of Iien. Such security shall be posted by
Tenant within ten (10) days of written notice from the City/RDA, or Tenant may
"bond ofF'the lien according to statutory procedures. Tenant will immediately pay
any judgment rendered with all proper costs and charges and shall have such
lien released orjudgment satisfied at Tenant's own expense.
lntentionally Omitted.
Condemnation.
lf at any time during the Term of this Agreement (including any renewal
term hereunder) all or any part or portion of the Demised Premises is
taken, appropriated, or red by reason of Eminent Domain
'shall be terminated as of the date ofproceedings, then this
such taking, and shall the
of the parties hereto shall
'be completely null and void, and neither
have any rights against the other by
reason of this Agreement or Br therein, except that any
rent prepaid beyond the date of Chatl be prorated to such date,
and Tenant shall pay any and additional rents, utility charges,
17.1.
and/or other costs for which it is liabl€Under the terms of this Agreement,
up to the date of such taking. *U(,,,.
\*:,
fxcepta$Lf#ibunder provided, Tenant snatl riti{,be entitled to participate in17.2.
18. Default.
18.1. Default bvTenant:
At the City's option, any of the following shall constitute an Event of
Default under this Agreement:
18.1.1. The Base Rent, Additional Rent, or any other amounts as may be due
and payable by Tenant under this Agreement, or any installrnent
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 the City/RDA specifying such default;
18.1.2. The Demised Premises shall be deserted, abandoned, or vacated;
excepffi-fiCibunder provided, Tenant snatl ritit,be entitled to participate in
the pdcbedb*d.any award made to the CitylRDA in any such Eminent
DomEin rproceedipg, excepting, however, Tenant shall have the right to
claim Xng,,recovlrl_lrom the condemning authority, but not from the
City/RDA,-{Such"li,go.JttpEnsation as may be separately awarded or
recoverable'by.,a"n"nl"iliqTglant's own right on account of any and all
damage to Tenahi'!. businils{'Sy reasons of the condemnation and for or
on account of afrV;"cqst or loss which Tenant might incur in removing
Tenant's furniture arirlffures.
Page 6ft of 700
21
Tenant shall fail to comply with any material 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 the CitylRDA specifying any such default; or such longer
period of time acceptable to the City/RDA, at its sole discretion;
18.1.3. Receipt of notice of violation from any govemmental 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 tinlg -as may be acceptable and
approved in writing by the City Manage{J,i{t nis sole discretion;
18.1.4. Any petition is filed by or agai under any section or chapter
of the Bankruptcy Act, as ame .gemains pending for more
than sixty (60) days, or any other
authorized by the laws of the United
ngs now or hereafter
purpose of discharging or extending the time
18.1.5.
18.1.6.
18.1.7.court and shall not be
19.
19.1.
18.1.8. The leasehold interest is
or arrearages in rent or damages for breach of contract, enter upon the
Demised Premises and expel or remove Tenant and its effects in
accordance with law, without being liable for prosecution or any claim
for damages therefore, and Tenant agrees to indemnify and hold
harmless the City/RDA for all loss and damage which the City/RDA
may suffer by reasons of such Agreement termination, whether
through inability to re-let the Demised Premises, or otherwise.
19.1.3. Declare the entire amount of the Base Rent and Additional Rent which
niqffigfl lt
'rlt -::::: :;i!Aat jj::.]:,.
Page 6ff of 700
22
would become due and payable during the remainder of the term of
this Agreement to be due and payable immediately, in which event
Tenant agrees to pay the same at once, together with all rents
therefore due, at the address of the City, as provided in the Notices
section of this Agreement; provided, however, that such payment shall
not constitute a penalty, forfeiture, or liquidated damage, but shall
merely constitute payment in advance of the rents for the remainder of
said term and such payment shall be considered, construed and taken
to be a debt provable in bankruptcy or receivership.
19.1.4. Enter the Demised Premises as the agent of Tenant, by force if
necessary, without being liable to prosecution or any claim for
damages therefore; remove Tenant's property there from; and re-let
the Demised Premises, or pgrtions thereof, for such terms and upon
such conditions which thg{CitylRDA deems, in its sole discretion,
desirable, and to receivg.4ret''ients therefore, and Tenant shall pay the
City/RDA any deficiencylttidt may arise by reason of such re-letting, on
19.1.5.
19.1.6.
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 the City/RDA. Any
failure on the City's behalf to enforce this Section shall not constitute a
waiver of this provision with respect to future accruals of past due rent.
19.1.7. lf Tenant shall default in making any payment of monies to any person
or for any purpose as may be required hereunder, the CitylRDA may
pay such expense but the City/RDA shall not be obligated to do so.
Tenant, upon the City's paying such expense, shall be obligated to
forthwith reimburse the City/RDA for the amount thereof. All sums of
money payable by Tenant to the City/RDA hereunder shall be deemed
as rent for use of the Demised Premises and collectable by the
Cily/RDA from Tenant as rent, and shall be due from Tenant to the
Pa0e 6{$ of 700
23
City/RDA on the first day of the month following the payment of the
expense by the CitylRDA.
19.1.8. The rights of the CitylRDA under this Agreement shall be cumulative
but not restrictive to those given by law and failure on the part of the
City/RDA to exercise promptly any rights given hereunder shall not
operate to waive or to forfeit any of the said rights.
19.2. Default bv Citv/RDA:
The failure of the CitylRDA to perform any of the covenants, conditions
and agreements of this Agreement which are to be performed by the
City/RDA and the continuance of such failure for a period of thirty (30)
days after notice thereof in writing from Tenant to the City/RDA {which
notice shall specify the in which Tenant contends that the
CitlRDA failed to Iany such covenant, conditions and
agreements) shall constitulrii:,i9:Uefaufi by the City/RDA, unless such
difault is one which cannollbd cured within thirty (30) days because of
circumstances beyond the CItt'S gontro!.rcnd the City/RDA within such
thirty (30) day period shall have egmrprlqed and thereafter shall continue
However, in the event the CitylRDA
(30) dayp_griod provided above, and
Tena
:rfior Tenant, then such failure to perform {regardless of
its control) as indicated above, shall constitute a
(and''all of its obligations hereunder by giving
notice of such electioQ;to the City/RDA, whereupon this Agreement shall
terminate as of the dat6bf such notice).of such notice).
19.3.
24. Laws:
20.1.
terminate as of the
Compliance.
Concessionaire 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, a$ same may be amended
from tirne to time.
No Discrimination.
Concessionaire hereby agrees hereby agrees to comply with City of Miami
Beach Human Rights Ordinance, as codified in Chapter 62 of the City
Code, as may be amended from time to time, prohibiting discrimination in
20.2"
Page 6llof 700
24
employment, housing, public accommodations, or public seryices, on the
basis of actual or perceived race, color, national origin, religion, sex,
intersexuality, sexual orientation, gender identity, familial and marital
status, age, ancestry, height, weight, domestic partner status, labor
organization membership, familial situation, political affiliation, or disability.
21. lndemnitv Aoainst Costs and Charges.
21.1. Tenant shall be liable to the City/RDA for all costs and charges, expenses,
reasonable attomey's fees, and damage_g "which may be incuned or
sustained by the CitylRDA, by reason plfenant's breach of any of the
provisions of this Agreement. Any gfmS due the CitylRDA under the
provisions of this item shall constffie'hnft"n against the interest of the
Tenant and the Demised Premise3=ahd a-Il.€f Jenant's property situated
thereon to the same extent and on the same bd$dnions as delinquent rent
would constitute a lien on said premises and proiqrty.
\";li''
lf Tenant shall at any time be in default hereunderfud21.2.
22. lndemnificationAqainst CIaims.
the City/RDA harmless from and against
fiii;itffiygnq all claims or €uses otbition (whether groundless or othenrvise)
,1',,i,'' by oi*oq behalf of any person, firm, or corporation, for personal injury or
occuning upon the Demised Premises or upon any other
or appurtenance used in connection with the Demised
in whole or in part by any of the following:
22.1.',!.sion on the part of Tenant, or any employee, agent,
ee, guest, assignee, sub-tenant or subcontractor of
22.1.2. Any misuse, neglect, or unlawful use of the Demised Premises by
Tenant, or any employee, agent, contractor, invitee, guest, assignee,
sub-tenant or subcontractor of Tenant;
22.1.3. Any breach, violation, or non-performance of any undertaking of
Tenant under this Agreement;
22.1.4. Anything growing out of the use or occupancy of the Demised
Premises by Tenant or anyone holding or claiming to hold through or
Page 67$ of 700
25
22.2.
under this Agreement.
Tenant agrees to pay all darnages to the Demised Premises and/or other
facilities used in connection therewith, caused by Tenant or any employee,
agent, contractor, guest, or invitee of Tenant.
23. $ions-AndAdvertising.
Without the prior written consent of the City Manager, which consent, if given at
all, shall be at the City Managefs sole and absolute discretion, Tenant shall not
permit the painting and disptay of any signs, plaques, leftering or advertising
material of any kind on or near the Dernised Premises. All additional signage
shall comply with signage standards established by the City and comply with all
applicable building codes, and any other municipal, County, State and Federallaws.
f)i:i:,.
24. Effect of Convevance. Eir''",
The term "CIt)ryRDA", and/or "Ldqglbrd' as used in the Agreernent means only
the owner for the time being of thdQnd and fuilding containing the Demised
Premises, so that in the event of any""s$e pfi$tiid land and building, or in the
event of a lease of said building, the City/RD"A shall be and hereby is entirely
freed and relieved of all covenants and oblig$tions of the City/RDA hereunder,
and it shall be deemed and construed withorlt':firlher aoreement between theand it shall be deemed and construed withoritrfurther agreement between the
parties, or betwe-err the parties and the purchasErnat.such sate, or the lease of
this building,lh$.lfii{purchaser or Tenant has assrj'mgd and agreed to carry out
all covenanfs;-aiid oDliqaggns of the City/RDA hereunder.
25.
lf the be damaged by the elements or other
casualty not d , or by fire, but are not thereby
rendered
discretion, in whole
as det6rmined by the City Manager, in his sole
!,,part, and such damage is covered by the Citt's
insurance, if any, (referred to as "such occurence"), the
City/RDA, shall, as soon as possible after such occurence, utilize the
insurance proceeds to cause such damage to be repaired and the Rent
(Base Rent and Additional Rent) shall not be abated. lf by reason of such
occurrence, the Demised Premises shall be rendered untenantable, as
determined by the City Manager, in his sole discretion, only in part, the
CitylRDA shall as soon as possible utilize the insurance proceeds to
cause the damage to be repaired, and the Rent meanwhile shall be
abated proportionately as to the portion of the Demised Premises
rendered untenantable; provided however, that the City/RDA shall
promptly obtain a good faith estimate of the time required to render the
Demised Premises tenantable and if such time exceeds sixty (60) days,
either party shall have the option of canceling this Agreement.
lf the Demised Premises shall be rendered wholly untenantable by reason25.2.
eaoe 6{f of 700
26
of such occurrence, the City/RDA shall have the option, but not the
obligation, in its sole discretion, to utilize the insurance proceeds to cause
such damage to be repaired and the Rent meanwhile shall be abated.
However, the City/RDA shall have the right, to be exercised by notice in
writing delivered to Tenant within sixty (60) days from and after said
occurrence, to elect not to reconstruct the destroyed Demised Premises,
and in such event, this Agreement and the tenancy hereby created shall
cease as of the date of said occurrence, the Rent to be adjusted as of
such date. lf the Demised Premises shall be rendered wholly
untenantable, Tenant shall have the right, to be exercised by notice in
writing, delivered to the CitylRDA within thirty (30) days from and after
said occunence, to elect to terminale this Agreement, the Rent to be
adjusted arcordingly.
writing within thirty (30) Oaysbf.,$e occupence giving rise to the damage
and of its decision not to reFdlt .aFd.'rlhe Tenant may, at any time
thereafter. elect to terminate thiit#irr66ment. and the Rent shall bethereafter, elect to terminate
adjusted accordingly.
26.
27.
27.1.
Tenant shall
evicted or
complies terms
enjoyment of the Demised*"fremises and shall not be
of the Demised Premises so long as Tenant
,this Agreement,
egreed by and between the parties hereto
of thg,City/RDAIb insist upon the strict performance of any
, cciVepants, terms or provisions of this Agreement, or to
ion hei'iriih conferred, will not be considered or construed
ipelinquishment for the future of any such conditions,
te i provisions or options but the same shall continue and
27.2. A waiver of.ahy term expressed herein shall not be implied by any neglect
of the City/RDA to declare a forfeiture on account of the violation of such
term if such violation by continued or repeated subsequently and any
express waiver shall not affect any term other than the one specified in
such waiver and that one only for the time and in the manner specifically
stated.
27.3. The receipt of any sum paid by Tenant to the CityiRDA after breach of any
condition, covenant, term or provision herein contained shall not be
deemed a waiver of such breach, but shall be taken, considered and
Paoe 6ff of 700
27
construed as payment for use and occupation, and not as Rent, unless
such breach be expressly waived in writing by the City/RDA.
Notices.
The addresses for all notices required under this Agreement shall be as follows,
or at such other address as either party shall be in writing, notify the other:
LANDLORD:
With copy to:
TENANT:Jerome Libbin, President
Miami Beach Ghamber Of Commerce
19-20 Meridian Ave, 3rd Floor
rBeach, Florida 33'139
All notices shall be hand -a receipt requested, or by certified mail
29.
with Retum receipt reCuested,Qlg snaU$1,e,$rctive upon receipt.
Entire and Binding Agreement. \;.,,/1:tu"'{t*,.,,,
This Agreement contains all of the!$ie€irnents bEhrreen the parties hereto, and it
30.
may not be modified in any manner than by agreement in writing signed by
lf any lff this Agreement or the application thereof to any person
or crrcum any extent, be invalid or unenforceable, the remainder
of this f;tii" application of such term or provision to persons or
:lhan those as to which it is held invalid or unenforceable,circurnstances
shall not be thereby and each term and provision of this Agreement shall
be valid and be enforced to the fullest extent permitted by law,
31. Captions.
The captions contained herein are for the convenience and reference only and
shall not be deemed a part of this Agreement or construed as in any manner
limiting or amplifying the terms and provisions of this Agreement to which they
relate.
32. Number and Gender.
all .tle,parties hereto or their succes5Q.rs. in interest, The terms, covenants and
g$Ugione'contained herein shall inure\g}tre benefit of and be binding upon the
CitylROn ah'd*Tenant and their respective successors and assigns, except as
QSlf,, be otherwiiiQp;p ressly provided in this Ag reement.
Page 6f$ of 700
28
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.
The City/RDA desires to enter into this Agreement only if in so doing the
CitylRDA can place a limit on the Crty's Iiability for any cause of action for money
damages due to an alleged breach by the CityiRDA of this Agreement, 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 Agreement with
Tenant's recovery from the City/RDA 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 Agreement, Tenant hereby
agrees that the City/RDA shall not be liable to Tenant for damage in an amount
in excess of $100.00 for any action or plaim for breach of contract arising out of
the performance 0r non-pe
CitylRDA by this Agreement.
obligations imposed upon the
in this Section or elsewhere in
waiver of the limitation placed
fi;grr anv
,.contained
34.
this Agreement is in any way tobea
upon the City's liability as set forth in Section 768.28.
Sunender of the Demised Premises.
y of theYBrm herein demised, or the sooner
'lwith'Ett:broom-clean, togethejiwith -5lt:$truelural changes, alterations, additions, and
improvements which mqy have bebrlrhade upon the Demised Premises, in good
order, condition and Epair, reasffibb wear and tear excepted, sublect,
however, to the subsequ6nJ::provisions of this Section. Any property which
pursuant to the provisions oftBis Section is removable by Tenant on or at the
Demised Premises upon the termination of this Agreement and is not so
removed may, at the option of the City/RDA, be deemed abandoned by Tenant,
and either may be retained by the City/RDA as its property or may be removed
and disposed of at the sole cost of the Tenant in such manner as the City/RDA
may see fit. lf the Demised Premises and personal property, if any, be not
surrendered at the end of the Term as provided in this Section, Tenant shall
make good the CityiRDA all damages which the CityiRDA shall suffer by reason
thereof, and shall indemnify and hold harmless the City/RDA against all claims
made by any succeeding tenant or purchaser, so far as such delay is occasioned
by the failure of Tenant to sunender the Demised Premises as and when herein
required.
35, Time is of the Essence.
Time is of the essence in every particular and particularly where the obligation to
termination thereof, peaceably and quietly leavEl$tgender and yield upon to the
CitlRDA the Depiscd Premises, together with 6ny.:and all.equipment, fixtures,CitlRDA the Depised Premises, together with iny and all equipment, fixtures,
furnishings, appllqnces or other personal property,'i[,aDy, located at or on the
Demised PJ"dmises Er{il,;used by Tenant in the maintenance, management or
operation oI.$e Demisgd Premises, excluding any trade fixtures or personal
property, if ariV*+rarhich gqn be removed without material injury to the Demised
Page ffi of 700
29
pay money is involved.
36. Venue:
This Agreement shall be deerned to have been made and shall be construed and
interpreted in accordance with the laws of the State of Florida. This Agreement
shall be enforceable in Miami-Dade County, Florida, and if legal action is
necessary by either party with respect to the enforcement of any and all the
terms or conditions herein, exclusive venue for the enforcernent of same shall lie
in Miami-Dade County, Florida.
CIffRDA AND TENANT HEREBY KNOWINGLY AND INTENTIONALLY
WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING
THAT THE CITY/RDA AND TENANT MAY HEREIN AFTER INSTITUTE
37.
AGATNST EAGH OTHER W|TH RESDECT TO ANy MATTER ARTSTNG OUT
oF oR RELATED rO TH|S AGREEI4ENT.
fi::;,i'.':"
Radon is a naturally occuning radiqac.tive gas that, when it is accumulated in a
building in sufficient quantities, mafrp-resent fealth risks to persons who are
exposed to it over time. Levels of Radon-fihgt exceed Federal and State
guidelines have been found in bui ,in Florida. Additional information
regarding Radon and Radon testing
Health Unit.
38. No Danqerous Materials.
.obtained from your County Public\..:
'u..
"''if: '':'
ti.'..1-....i.
\,J1::,''
may
Tenant agrees not to use or permit in the Demised Premises the storage andlor
use of gasoline, fuel oils, diesel, illuminating oils, oil lamps, combustible powered
electricity producing generators, turpentine, benzene, naphtha, propane, natural
in or upon
ry "hazardous substance" or "petroleum products" on,
Premises as those terms are deflned by applicable
Federal and 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 Agreement.
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30
lN WITNESS WHEREOF, 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.
FOR Landlord:MIAMI BEACH REDEVELOPMENT
AGENCY, a public body corporate and
politic,
ATTEST:
By:
Secretary
Date
FOR TENANT:IAMI BEAGH CHAMBER OF
RCE
AfiEST:
By:
President
F:\T_Dr|ve\AGENDA\201n1 - January\TCED\MBCC\Miami Beach Chamber of Commerce Agreement Draft changes 1-3-2016.docx
Philip Levine,
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31
EXHIBIT 1
Demised Premises
MtsCC VISITOR
CENTER
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32
EXHIBIT la
UNIT 1
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