622-2017-RDA-1 RESOLUTION NO. - 2 2 2 ® ' 7
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), FOR THE USE OF
APPROXIMATELY 935 SQUARE FEET OF CITY-OWNED PROPERTY
(PREMISES), 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.
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
parking 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 Visitor Center into the
northeastern 935 square feet of Penn Garage retail space a/k/a 530 17th 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: 530 17th Street
Size: Approximately 935 square feet located at the northeastern portion of the
Retail Space
Term: Two (2) years and twenty-five (25) days, commencing retroactively on
December 7, 2016 and ending December 31, 2018.
Rental Rate: $1.00 annually
Construction
Allowance: 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.
WHEREAS, 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 MIAMI BEACH REDEVELOPMENT AGENCY (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
1 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), for the use of approximately 935 square feet of City-owned property (Premises), 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 it day of a4iiii y 2017.
ATTEST:
I/1-4.1
R AEL . GRANADO, SECRETARY PHI .71;E, CHAIRPERSON
T:\AGENDA\2017\1 -J.Ta C VIB .R .!a (RDA 01-05-17).docx
* =:INCORPI ORATED:
I s APPROVED AS TO
� � ci\ �� ,f FORM & LANGUAGE
_ & FOR EXECUTION
4 Q CH 26
I -- -ISS.-'>' -a■if.431 �ti /`r
Redevelopment Agenc
General Counsel Date
Redevelopment Agency -RDA 1.
MIAMI BBEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Jimmy L. Morales, City Manager
DATE: January 11, 2017
New time: 2:00 p.m.
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 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), FOR THE USE OF APPROXIMATELY 935 SQUARE FEET
OF CITY-OWNED PROPERTY (PREMISES), 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. JOINT REDEVELOPMENT AGENCY AND CITY
COMMISSION
RECOMMENDATION
Adopt the Resolution.
BACKGROUND
The Pennsylvania Garage (Penn Garage) is located at 1661 Pennsylvania Avenue and contains
approximately 7,655 square feet of ground floor retail space (Penn Garage Retail) and 560 municipal
parking spaces. Penn Garage Retail was leased entirely to Oolite restaurant which vacated the space
last year. Since that time, a portion of the space was utilized by the City to provide training on the new
Munis software system. The entire 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
Premises: 530 17th Street
Size: Approximately 935 square feet
Term: Two (2) years and twenty-five (25)days, commencing
retroactively on December 7, 2016 and ending December 31, 2018.
Rental Rate: $1.00 annually
Construction
Allowance: 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 southern 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 alternative 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 while promoting school readiness. The new space will provide expanded intake and
meeting opportunities. The All Stars program serves youth in grades 6 through 8 with resiliency
and prevention training that result in reduced risky behaviors. The new space will allow for
expanded after-school and summer programming.
FINANCE & CITYWIDE PROJECTS COMMITTEE
The Administration presented the above information at the December 16, 2016 Finance and
Citywide 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
CONCLUSION
The Administration recommends accepting the recommendation of the Finance and Citywide
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.
Legislative Tracking
Tourism, Culture and Economic Development
ATTACHMENTS:
Description
❑ Exhibit B- Floor Plan
❑ Resolution
Page 660 of 700
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EXHIBIT A
LEASE AGREEMENT
THIS LEASE AGREEMENT, made this day of , 2017
(Lease, Lease Agreement), by and between the CITY OF MIAMI BEACH, ("The City") a
Florida municipal corporation and Miami Beach Redevelopment Agency(The "RDA"), a
public body corporate and politic, (hereinafter collectively referred to as "Landlord" or
"City/RDA"), and the MIAMI BEACH CHAMBER OF COMMERCE, a Florida not-for-
profit corporation, (hereinafter referred to as 'Tenant"). ;!f
1. Demised Premises. ,
The City/RDA, in consideration of the rentals he einafter sbrved to be paid and
of the covenants, conditions and agreements to be kept a d`performed by the
Tenant, hereby leases, lets and demises to the Tenant, a \Tenant hereby
leases and hires from the City/RDA, those certain premises' tote "Demised
Premises"), adjacent and part of the City/RDA-owned property to ted at 1661
Pennsylvania Avenue, Miami Beach, Florida 33139 which includes 7,655 square
feet of ground floor retail s ace (the "Retail Space") and 560 municipal parking
spaces (the "Penn Garage ( p1lectively the "Building"), having approximately
935 square feet, as depicted 'E h" 'iit 1,and more fully described as follows:
The north-easterly 935 quare_ eet of 'Unit 1, of Pennsylvania
Garage Condominium, or dontiC according to the
Declaration thereof, as reco ed in Official Records Book 28080, at
Page 4536, of the Public Records of Miami-Dade County, Florida.
a/k/a 530 17 Street, Miami Beac Florida 33139.
2. //Term.'_
�-
t
2.1. Tenan t s all,b e entitled to have and to hold the Dem i se d Pr emises for an
\- 2 years and twenty-five (25) days, commencing
term�of two ( � y y ( 5) y , g
'--•retroactively on the 7" day of December, 2016 (the "Commencement
Date ), and/ending on the 31st day of December, 2018. For purposes of
tt'hisA.,eae Agreement, and including, without limitation, Subsection 2.2
herein\-`'a:``contract year" shall be defined as that certain period
commencing on the 1st day of January, and ending on the 31st day of
December.
2.2. Intentionally Omitted.
2.3. Notwithstanding anything in this subsection, or any other term or condition
in this Lease Agreement, the City/RDA reserves the right, through its City
Manager, to terminate this Lease Agreement, without cause and without
Page 664 of 700
liability to the City/RDA, upon providing Tenant with ninety (90) days prior
written notice.
2.4. 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. Rent.
3.1. Base Rent:
Tenant's payment of Rent, as defined in this Section 3, shall commence
on January 1St, 2017 (the "Rent Commencement Date").
3.1.1. The Base Rent for theADemised Premises shall be for One
Dollar($1.00) per Contract' Year and other good and valuable
consideration, the receipt, and sufficiency of which is hereby
acknowledged by the parties ;-.:;
3.1.2. Intentionally Omitted
3.2. Additional Rent:
In addition to the Base Rent, as set forth inE.Section 3.1, Tenant shall also
pay the_f6ilowi g_Additional Rent as providedfbelow:
3.2.1. Landlord sha'll* responsible for any common area expenses for the
property_(not i.:eluding Tenant's Taxes and Sales Taxes), Property real
estate'tazesf art ;insurance for the Property (not including Tenant's
insurance.requirements as.set forth in Section 10).
3.2.2. Janitorial Serviies.for Common Area Restrooms
Notwithstanding anything in section 3.2.1 or any other provision set
forth herein, as Tenant is the sole tenant currently 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.
3.2.3. Intentionally Omitted
3.2.4. Tenant's Taxes and Sales Taxes.
Concurrent 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
Page 665 of 700
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 under this 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 ma --:exercise any or all options
available to it hereunder, which option may be exercised concurrently
or separately, or the City/RDA ay `pursue any other remedies
enforced by law. ,.
4. Location for Payments.
All rents or other payments due hereunder shall be-, :aid to the City at the
following address:
City of Miami Beach
1700oFinance Department
nvrition Center Drive, 3rd Floor
Miami beach, Florida 33139
or at such other address as theCity ma :;fromtime to time, designate in writing.
5. Intentionally Omitted
6. Intentionally Omitted
7. se and Possession of Demised Premises.
7.1. \_ s ::Use of Demi ed Premises:
The DemisedPremises shall be used by the Tenant solely for the
purposes) of 4roviding brochures, maps, tourism information, guidance,
and-,general assistance with questions or issues regarding Greater Miami
and the'Beach 0':
Tenant's uses and/or services provided in conjunction with the Demised
Premises may require Tenant to interact, from time to time, with City of
Miami Beach officials and employees, acting in their regulatory capacity.
Notwithstanding the preceding, Tenant hereby represents and warrants to
the City/RDA 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.
Page 666 of 700
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 to automatically
terminate this Agreement, without further notice to Tenant, and without
liability to the City/RDA.
7.2. The Demised Premises may be open for operation seven (7) days a week,
with hours of operation being as follows:
Hours of Operation: Sunday- Saturday: 9:00 AM to 5:00 PM
Nothing herein contained shall be conpthiad to authorize hours contrary to
the laws governing such operationsny' hange in the days and/or hours
of operation shall require the prior Wntten resent of the City Manager;
provided, however, that in no event shall thechpurs of operation extend
earlier than 7:00 AM, or later than 11:00 PM. ;. _....
7.3. It is understood and agreed that the Demised Premises���shall be used by
the Tenant durin the Term of this Agreement:: ;only for the
purpose(s)/use(s) (sset. forth in Section 7 hereof, and'for no other
purpose(s) and/or iise�(s)_whatsoever. Tenant will not make or permit any
use of the Demised�`Prerr`ises:that, directly or indirectly, is forbidden by
law, ordinance or government regulation, or that may be dangerous to life,
limb o e'pro Tenant may of commit (nor permit) waste on the
p ° P��Y• y { P )
De (ed Premises; nor frn_it..._ a use-of'the Demised Premises for any
P
illegal purposes; or commit;:a nuisance on.the Demised Premises. In the
event that the Tenant uses thkpemised Premises (or otherwise allows the
Demised Premises-to;be.;used) it any purpose(s) not expressly permitted
herein, or permits and/op allows'ally prohibited use(s) as provided herein,
then the City/RDA may declare this Agreement in default pursuant to
Section 18 or, without notice to Tenant, restrain such improper use by
injunction or other legal action.
8. Improvements.
8.1. Tenant accepts the Demised Premises in their present "AS IS" condition
and may construct or cause to be constructed, such interior and exterior
improvements and maintenance to the Demised Premises, as reasonably
necessary for it to carry on its permitted use(s), as set forth in Section 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. Additionally, any and all approved improvements shall be made
at Tenant's sole expense and responsibility. All permanent (fixed)
improvements to the Demised Premises shall remain the property of the
City/RDA upon termination and/or expiration of this Agreement. Upon
termination and/or expiration of this Agreement, all personal property and
Page 664 of 700
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.
8.2. 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 th City Manager, be promptly removed by
Tenant, at its expense and .esponsibility, and Tenant further hereby
agrees, in such event, to r store'the Demised Premises to their original
condition prior to the Commencement Date of this Agreement.
8.3. The above requirements for subnissipr%-.of plans and the use of specific
contractors shall not apply to improvements (which term, for purposes of
this Subsection 8.3 only, shall also incli<de_,improvements as necessary for
Tenant's maintenance and repair of the`'Demised Premises) which do not
exceed Five Hundred ($500.00) Dollars, provided that the work is not
structuf<af,and provided that it is permitted by'applicable law.
8.4. Intentionally Omitted
9. City/RDA's Right`of:'En#fY` ''':_
9.1. The City Manager;:and/or his.::authorized representatives, shall have the
right to enter upon the Demised Premises at all reasonable times for the
purpose of inspecting`same; preventing waste; making such repairs as the
City/RDA may consider necessary; 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 provisions 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.
9.2. If 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 6653 of 700
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.
9.3. Tenant shall furnish 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 furnish the
City/RDA with duplicate keys to said locks in;advance of their installation.
10. Tenant's Insurance Requirements.
10.1. Before beginning any work and t roughoit the term of the Agreement
(including renewal periods), Tenant shall, at' ssole cost and expense,
comply with all insurance requirements of the Ci (VA. It is agreed by the
parties that Tenant shall not occupy the Demised Premises until proof of
the following insurance coverage have been reviews���a� nd approved by
the City's Risk Ma ager. All insurance policies require'below shall be
issued by companiiesauthorized to do business underlie laws of the
State of Florida. Provider shall indicate that insurance coverage has been
obtained which meets;'the" quirements as outlined below by submitting
original certificates of " 'suranc ;to.the City's Risk Manager and Asset
Manager respectively:
10.2. Worker's Compensation forliemployeesof the provider as required by
Florida Statute 440 and Employer's Liability coverage in accordance with
—the Florida Statutory requirements.
fir;:
10.3. Commercial General Liability on a comprehensive basis in an amount not
.. less than $1 000,000 combined single limit per occurrence, for bodily
x njury and property damage. City of Miami Beach must be shown as an
dditional insured with respect to this coverage.
10.4. Additionally Teoapt will be insured for the following coverage:
10.4.1. Intentionatly`Omitted
10.5. Intentionally Omitted
10.6. 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 Premises by or on behalf of Tenant and including without
limitation all of Tenant's personal property in the Demised Premises
(including, without limitation, inventory, trade fixtures, floor coverings,
Page 668 of 700
furniture, and other property removable by Tenant under the provisions of
this Agreement).
10.7. Intentionally Omitted
10.8. The insurance coverage required shall include those classifications, as
listed in standard liability insurance manuals, which most nearly reflect the
operations of the provider.
10.9. Any insurance coverage required above,;:;must include a waiver of
subrogation in favor of the City/RDA.
10.10. The company must be rated no less -:and�"B+" as to management, and no
less than "Class VII" as to financial� #rength;4by,the latest edition of Best's
Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey,
or its equivalent, subject to the approval of the:..city Risk Management
Division. _
Certificate holder must read:
City of Miami Beach
1700 Convention Center Drive
Miami Beach, FL 33139
10.11. Co lance wit1he foregoing requirements shall not relieve the vendor of
his liability and o ligation under this section or under any other section of
this
10.12. City/RDA reserves the 4ght,-to impose additional reasonable insurance
requirements as.khe City/RbA nay deem necessary or in accordance with
common practice.'°
10.13. The policies of insurance referred to above shall not be subject to
cancellation or changing coverage except upon at least thirty (30) days
written notice to 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, shall 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. If Tenant does
not repay City's expenditures within fifteen (15) days of demand, the total
sum owed shall accrue interest at the rate of twelve percent (12%) until
paid, and such failure shall be deemed an event of default hereunder.
10.14. Waiver of Subrogation.
Page 679 of 700
Tenant hereby waives, on behalf of itself and its insurer(s) (none of which
shall ever be• assigned any such claim or be entitled thereto due to
subrogation or otherwise), any and all rights of recovery, claim, action, or
cause of action, against 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 referred to in this Lease, regardless
of whether such insurance is actually maintained and regardless of the
cause or origin of the damage involved, including negligence of the
City/RDA, its agents, officers, or employees.
The Tenant shall obtain from itsiespective insurer(s), under all policies of
fire, theft, public liability, wo_ er's compensation, and other insurance
maintained at any time duff g :_the term hereof insuring or covering the
Retail Space or any portion%'thereof or operations therein, a waiver of all
rights of subrogation which t) 0'Tenant's,finsurer might have against the
City/RDA, and the Tenant shall'ildemniyftlefend, and hold harmless the
City/RDA against any loss or a pense,`including reasonable attorneys'
fees (appellate or otherwise) resulting from the failure to obtain such
waiver.
11. Intentionally Oifi tted :,.. R=
' " : ..
12. Assipnmentand Subletting.
Tenant shallnot_have a right to assign the Lease or sublet the Demised
Premises.
13. Operation, Maintenance'and Reparra
13.1. Tenant shall be solely::responsible for the operation, maintenance and
repair of the DemisedePremises. 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) and/or toilet(s), including such
sink(s) and toilet(s) fixture(s), within the Demised Premises), the
common areas and any HVAC systems shared by more than one
tenant. The City/RDA shall maintain and/or repair those items that it is
Page 6781 of 700
responsible for, so as to keep same in proper working condition.
13.1.2. If 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/ventilation/air-conditioning (HVAC) equipment servicing the
Demised Premises, at Tenant's sole expense.
13.1.3. Tenant further agrees and understands hat, if the City/RDA provides a
separate HVAC unit for the Demised_Premises, the City/RDA, at its
sole discretion, may require that T nant obtain, at any time during the
Term of this Agreement, and c9Orix:ifOsly maintain in good standing,
at Tenant's expense, throught' uts the'g�,e�,�rm of this Agreement, a
maintenance and repair contract, appro■44_;by the City/RDA, with a
service company previously approved in -iting by the City/RDA,
providing for the preventative maintenance a ;repair of all HVAC
equipment servicing the Demised Premises. In ` . e. event that the
City/RDA notifies,Tenant that it will require Tenant t Contract for said
maintenance a� ' repair services, Tenant shall provide fd the City/RDA,
in writing, withinr tern(1Q) business days, the name(s) and telephone
number(s) of sere cbmpany(ies) for the City's review and approval.
Tenant shall provide.,,a co of a current, enforceable and fully
RY,: :,:, Y
executed maintenan'c" :and a alr,\contract, no later than ten (10)
business days after iecei ::of the,City's approval of the service
company, as proof of Te'nanrs'compliance with this provision.
13.2. y4ll,damage or injury of any kirlittp the Demised Premises, and including
, >without limitation its fixtures, glass, appurtenances, and equipment (if
any)," of to,the building fixtures, glass, appurtenances, and equipment, if
. any, except.:_damage caused by the gross negligence and/or willful
misconduct,pf,;:the City/RDA, shall be the sole obligation of Tenant, and
\.shall be repaired, restored or replaced promptly by Tenant, at its sole
expense and td
xp ';the satisfaction of the City/RDA.
13.3. All of %i3 aforesaid repairs, restorations and replacements shall be in
quality and'class equal to or better than the original work or installations
4 Y 4
and shall ISO:done in good and workmanlike manner.
13.4. If Tenant fails to make such repairs or restorations or replacements, the
same may be made by the City/RDA, at the expense of Tenant, and all
sums spent and expenses incurred by the 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.
13.5. It shall be Tenant's sole obligation and responsibility to ensure that any
renovations, repairs and/or improvements made by Tenant to the Demised
Page 674 of 700
Premises comply with all applicable building codes and life safety codes of
governmental authorities having jurisdiction.
13.6. Tenant Responsibilities for Utilities (not included within Operating
Expenses). Tenant is solely responsible for, and shall promptly pay when
due all charges for electricity, gas, 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).
In addition to other rights and reme s; hereinafter reserved to the
City/RDA, upon the failure of Tenant, r:pay for such utility services (as
contemplated in this Subsection 1 3 _w..n:due, the City/RDA may elect,
at its sole discretion, to pay same, whereby LLTenant agrees to promptly
reimburse the City/RDA upon e nand.
In no event, however, shall tfi)e City/RDA be liable, `' ether to Tenant or to
third parties, for an interruption_or failur ,in the sup ily of any utilities or
services to the Demised Premises: ;::. ,: ..
13.7. TENANT HEREBY ACKNOWLEDGES._ AND AGREES THAT THE
DEMISED PREMISES ARE BEING LEASED IN THEIR PRESENT "AS
yY4„
IS" CONDITION.
14. Govern mentad:Requlations.
Tenant covenants and`'agrees to fulfill and comply with all statutes, ordinances,
rules, orders, regulation0nd requirements of any and all governmental bodies,
including but not_: limited_to',,;Federal, State, Miami-Dade County, and City
governments, and any and all'of their,departments and bureaus applicable to the
Demised Premises, and_shall also.comply with and fulfill all rules, orders, and
regulations for the prevention of lire, all at Tenant's own expense and
responsibility. Tenant shall flp y,.all cost, expenses, claims, fines, penalties, and
damages that may be imposectbecause of 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. In 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
Page 67of 700
non-payment. Such security need not exceed one and one half (11/2) times the
amount of such lien or such claim of lien. 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 or judgment satisfied at Tenant's own expense.
16. Intentionally Omitted.
17. Condemnation.
17.1. If 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 conde ned by reason of Eminent Domain
proceedings, then this Agreeme t'-shall be terminated as of the date of
such taking, and shall thereater'be completely null and void, and neither
of the parties hereto shall ttiereafter have any rights against the other by
reason of this Agreement or afything contained therein, except that any
rent prepaid beyond the date of suah,taing shall be prorated to such date,
and Tenant shall pay any and all" rnts, additional rents, utility charges,
and/or other costs for which it is liable 4. nder the terms of this Agreement,
up to the date of such taking.
17.2. Except�:;s`hereunder provided, Tenant shall not,be entitled to participate in
the pfoceeds�`nf any award made to the City/RDA in any such Eminent
Domai.::.;proceedi ;g, excepting, however, Tenant shall have the right to
``` but not from the
claim arti3:,:recov�r;from the condemning authority,
City/RDA, `:�such'``compensation as may be separately awarded or
recoverable'by Tenant' ijenant's own right on account of any and all
damage to Tenant's, business:;jy reasons of the condemnation and for or
on account of any:Cost or loss which Tenant might incur in removing
Tenant's furniture arid-fixtures.
18. Default.
18.1. Default by Tenant:
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 installment
thereof, is not paid promptly when and where due, and Tenant shall
not have cured such failure within five (5) days after receipt of written
notice from the City/RDA specifying such default;
18.1.2. The Demised Premises shall be deserted, abandoned, or vacated;
Page 67i4i of 700
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 City/RDA 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 governmental authority having
jurisdiction dealing with a law, code, regulation, ordinance or the like,
which remains uncured for a period of thirty (30) days from its
issuance, or such longer period of timee as may be acceptable and
approved in writing by the City Maria a ;_at his sole discretion;
18.1.4. Any petition is filed by or again§tt1" enarit:•under any section or chapter
of the Bankruptcy Act, as amended, w` ich...remains pending for more
than sixty (60) days, or any other proceedings now or hereafter
authorized by the laws of the United Staten>or, of any state for the
of discharging or extending the time f r a ment of debts;
purpose 9� 9 9 `�� y..
18.1.5. Tenant shall become insolvent;
18.1.6. Tenant shall ma c e'an assignment for benefit of creditors;
' .
18.1.7. A receiver is appotj ted for' 'enant by any court and shall not be
dissolved within thirty .30) day s:thereafter; or
18.1.8. The leasehold interest isteiied on under execution; or
19. Rights.on_,Default. `=.
: J
19.1. Rightson Default:
i91.1. In the vEnt of any default b y
Tenant as provided herein, City/RDA
shall havethe option to do any of the following, in addition to and not in
'- • limitation o lany other remedy permitted by law or by this Agreement;
19.1.2. etminate giiS Agreement, in which event Tenant shall immediately
surnendert _e-Demised Premises to the City/RDA, but if Tenant shall
fail to":doSO the City/RDA may, without further notice, and without
prejudice-to any other remedy the City/RDA may have for possession
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
Page 6T of 700
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 p .;lions thereof, for such terms and upon
such conditions which th -City/RDA deems, in its sole discretion,
desirable, and to receive . '._e rents therefore, and Tenant shall pay the
City/RDA any deficiency at may arise by reason of such re-letting, on
demand at any time and frog time to time at the office of the City/RDA;
and for the purpose of re-rettirng46e °_City/RDA may (i) make any
repairs, changes, alterations =;additions in or to said Demised
Premises that may be necessary"or,'convenient, (ii) pay all costs and
expenses therefore from rents resultin #rom re-letting; and (iii) Tenant
shall pz,the City/RDA any deficiency a i foresaid.
�` ,y,
19.1.5. T,ke posse ~_ion of any personal property owned by Tenant on said
Demised Pre ises and sell the same at public or private sale, and
applysame t :,:the payment of rent due, holding Tenant liable for the
deficient a
�.... Yip':::;:.ti_,
,. .... .fit:4f_:._..
19.1.6. It is expressly agreed an4:understood by and between the parties
hereto that any ristallments of rent accruing under the provisions of
this Agreement Which._shall not be paid when due shall be subject to a
late charge of Fi and 00/100 $50.00 , plus interest at the rate of
9 ftY� .- � � )
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. If Tenant shall default in making any payment of monies to any person
or for any purpose as may be required hereunder, the City/RDA 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
City/RDA from Tenant as rent, and shall be due from Tenant to the
Page 6/5 of 700
City/RDA on the first day of the month following the payment of the
expense by the City/RDA.
19.1.8. The rights of the City/RDA 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 by City/RDA:
The failure of the City/RDA 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 respe is in which Tenant contends that the
City/RDA failed to performany such covenant, conditions and
agreements) shall constitu. ` a"tdefault by the City/RDA, unless such
default is one which cannobe cured within thirty (30) days because of
circumstances beyond the City's,:contnp and the City/RDA within such
thirty (30) day period shall have commenced and thereafter shall continue
diligently to prosecute all actions necessary to cure such defaults.
However, in the event the City/RDA failstoperform within the initial thirty
(30) day eriod provided above, and su`Ch failure to perform prevents
Tenantzfrortf operating its business in a custonfary manner and causes an
undee'hardship:for Tenant, then such failure to perform (regardless of
circumstances beyond its control) as indicated above, shall constitute a
default bythe City/RDA.
19.3. Tenant's Riq�hts`onDefault'`_:...:_
If an event of the City's defeiRViall occur, Tenant, shall have the right to
terminate this Agreement (an Fall of its obligations hereunder by giving
notice of such electiod3o the City/RDA, whereupon this Agreement shall
terminate as of the date of such notice).
20. Laws:
20.1. 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, as same may be amended
from time to time.
20.2. 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
Page 6i4 of 700
employment, housing, public accommodations, or public services, 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. Indemnity Against Costs and Charges.
21.1. Tenant shall be liable to the City/RDA for all costs and charges, expenses,
reasonable attorney's fees, and damages.._which may be incurred or
sustained by the City/RDA, by reason Q#:Tenant's breach of any of the
provisions of this Agreement. Any ts, due the City/RDA under the
provisions of this item shall constitdte 'alien against the interest of the
Tenant and the Demised Premisesnd all of:;,Tenant's property situated
thereon to the same extent and on the same editions as delinquent rent
would constitute a lien on said premises and pro rty.
21.2. If Tenant shall at any time be in default hereunder, r d if the City/RDA
shall deem it necessary to engage an attorney to enforce'the City's rights
and Tenant's obli(t ons hereunder, Tenant will reimburse'"the City/RDA
for the reasonable eipefses,incurred thereby, including, but not limited to
court costs and reasonable attorney s fees, whether suit be brought or not
and if suit be brought,then Tenant._shall be liable for expenses incurred at
both the trial and appellate evels >_.
22. Indemnification Against Claims. ` ` _ <:
22.1. 2 =:Tenant shall indemnify and sa `the City/RDA harmless from and against
`:4 ; .airy_grad,all claims or causes of action (whether groundless or otherwise)
by or-off behalf of any person, firm, or corporation, for personal injury or
';; property`damage occurring upon the Demised Premises or upon any other
. y.land or otherfacility or appurtenance used in connection with the Demised
?remises, ocoastoned in whole or in part by any of the following:
22.1.1. 'An'act or omission on the part of Tenant, or any employee, agent,
contractor/irwitee, guest, assignee, sub-tenant or subcontractor of
Tena #;.:'
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 eq§of 700
under this Agreement.
22.2. Tenant agrees to pay all damages 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. Signs and Advertising.
Without the prior written consent of the City Manager, which consent, if given at
all, shall be at the City Manager's sole and absolute discretion, Tenant shall not
permit the painting and display of any signs, plaques, lettering or advertising
material of any kind on or near the Demised Premises. All additional signage
shall comply with signage standards established by the City and comply with all
applicable building codes, and any other municipal, County, State and Federal
laws.
24. Effect of Conveyance.
The term "City", "RDA", and/or "L rzdlord" as used in the Agreement means only
the owner for the time being of the°,and and .puilding containing the Demised
Premises, so that in the event of any'ia1e orsaid land and building, or in the
event of a lease of said building, the CliARDA shall be and hereby is entirely
freed and relieved of all covenants and obligations of the City/RDA hereunder,
and it shall be deemed and construed withot)t-:vfurther agreement between the
parties, or between the parties and the purchaser.;�at.such sale, or the lease of
this building, thaf_the°_purchaser or Tenant has assumed and agreed to carry out
all covenantland abltgabons of the City/RDA hereunder.
25. Damage to the=Demised1Premises.
25.1. If the Demised; Premises -shall be damaged by the elements or other
casualty not dUeito. Tenant' Tnegligence, or by fire, but are not thereby
rendered untenantable, as determined by the City Manager, in his sole
discretion, in whole` (in,part, and such damage is covered by the City's
insurance, if any, (hei*nafter referred to as "such occurrence"), the
City/RDA, shall, as soon as possible after such occurrence, utilize the
insurance proceeds to cause such damage to be repaired and the Rent
(Base Rent and Additional Rent) shall not be abated. If 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
City/RDA 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.
25.2. If the Demised Premises shall be rendered wholly untenantable by reason
Page 6q,of 700
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. If the Demised Premises shall be rendered wholly
untenantable, Tenant shall have the right, to be exercised by notice in
writing, delivered to the City/RDA within thirty (30) days from and after
said occurrence, to elect to terminate this Agreement, the Rent to be
adjusted accordingly.
Notwithstanding any clause c rstairied in this Section 25, if the damage is
not covered by the City's)r ss rance, then the City/RDA shall have no
obligation to repair the darh4ge, but the City/RDA shall advise Tenant in
writing within thirty (30) days lit;the occu -ence giving rise to the damage
and of its decision not to repair; „a/TA-the Tenant may, at any time
thereafter, elect to terminate this~Agreement, and the Rent shall be
adjusted accordingly.
26. Quiet Enjoyment. _ ..
Tenant shall eriioy,=quiet enjoyment of the Demised;remises and shall not be
evicted or disturbed .possession of the Demised Premises so long as Tenant
complies withjhe terms gf;this Agreement.
27. Waiver:-
f, K
27.1. . : It is mutually cb enanted ancragreed by and between the parties hereto
�., that the f68fire of he:City/RDA`to insist upon the strict performance of any
'�_-of the conditions, covenants, terms or provisions of this Agreement, or to
exercise any ption he'reTn conferred, will not be considered or construed•
, waiver ::relinquishment for the future of any such conditions,
covenants, terms provisions or options but the same shall continue and
remaiij'n;full force and effect.
27.2. A waiver of any 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 City/RDA 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
Page 6p9 of 700
construed as payment for use and occupation, and not as Rent, unless
such breach be expressly waived in writing by the City/RDA.
28. 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: City Manager
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 331.
With copy to Office of Real Estate_:-'
City of Miami each.:
1700 Convention rater bit,
Miami Beach, Florida 3313< ; .,
TENANT: Jerome Libbin, President -
Miami Beach Chamber Of Commerce -- _,
1920 Meridian Ave, 3rd Floor �ti°;
Mr fni Beach, Florida 33139
All notices shall be hand deliverednd a receipt requested, or by certified mail
with Return receipt requested, nd steal(be._effective upon receipt.
29. Entire and Binding Agreement
-,k,-.::::.;:,
This Agreement contains all of the greements bettnieen the parties hereto, and it
may not be modified in any manner Cher than by agreement in writing signed by
all the�parties hereto or their success0s in interest. The terms, covenants and
coicditloins:'eontained herein shall inure 10 the benefit of and be binding upon the
city/RDA andenant and their respective successors and assigns, except as
ay,be otherwis` expressly provided in this Agreement.
30. Provisions Severable:-^.
If any tenji or provisio ;of this Agreement or the application thereof to any person
or circumstance shalOo any extent, be invalid or unenforceable, the remainder
of this Agreegient,4 r.:the application of such term or provision to persons or
circumstancesAtithreitflian those as to which it is held invalid or unenforceable,
shall not be affecedthereby 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.
Page 6%of 700
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
City/RDA can place a limit on the City's liability for any cause of action for money
damages due to an alleged breach by the City/RDA 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 .._aim for breach of contract arising out of
the performance or non-performan,� pf any obligations imposed upon the
City/RDA by this Agreement. Not ung contained in this Section or elsewhere in
this Agreement is in any way intaq led to be a waiver of the limitation placed
upon the City's liability as set forth in Florida Statutes, Section 768.28.
34. Surrender of the Demised Premises.
Tenant shall, on or before the last day of the ..erm herein demised, or the sooner
termination thereof, peaceably and quietly lea■ e,jurrender and yield upon to the
City/RDA the Demised Premises, together with are ' and all equipment, fixtures,
furnishings, a_.pliances. or other personal property,tif any, located at or on the
Demised Premises k J -used by Tenant in the maintenance, management or
operation cif the_ Demised Premises, excluding any trade fixtures or personal
property, if any5w.hich 9an_be removed without material injury to the Demised
Premises, free of.,all..Jier s,claims and encumbrances and rights of others or
broom-clean, together with all structural changes, alterations, additions, and
improvements which may have beer lade upon the Demised Premises, in good
order, condition and rerpair, reasonable wear and tear excepted, subject,
however, to the subsequent provisions of this Section. Any property which
pursuant to the provisions of tt is 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. If 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 City/RDA all damages which the City/RDA 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 surrender 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
Page 6431 of 700
pay money is involved.
36. Venue:
This Agreement shall be deemed 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 enforcement of same shall lie
in Miami-Dade County, Florida.
CITY/RDA 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
AGAINST EACH OTHER WITH RESPECT TO ANY MATTER ARISING OUT
OF OR RELATED TO THIS AGREEMENT.
37. Radon is a naturally occurring ra inactive gas that, when it is accumulated in a
building in sufficient quantities, mayxpresent health risks to persons who are
exposed to it over time Levels of'Radophaf exceed Federal and State
guidelines have been found in buildings,:;-n Florida. Additional information
regarding Radon and Radon testing may be:obtained from your County Public
Health Unit. _...
`
38. No Dangerous Materials. ;,:
Tenant agrees not to use or permit in the Demised Premises the storage and/or
use of gasoline, fuel oils, diesel, illuminating oils, oil lamps, combustible powered
electricity producing generators, turpentine, benzene, naphtha, propane, natural
gas ..-r-;other similar substances, combustible materials, or explosives of any
ind:e_or< t y;hsubstance or thing prohibited in the standard policies of fire
risurance companies in the State of Florida. Any such substances or materials
found within thet emised Premises shall be immediately removed.
Tena'nt*hall indemnify.and hold the City/RDA harmless from any loss, damage,
cost, o`rL expense ofrthe City/RDA, including, without limitation, reasonable
attorneys ees, incu real as a result of, arising from, or connected with the
placement by Tenant of any "hazardous substance" or "petroleum products" on
in or upon the`, Der%ised Premises as those terms are defined by applicable
Federal and State` Statute, or any environmental rules and environmental
regulations promulgated thereunder. The provisions of this Section 38 shall
survive the termination or earlier expiration of this Agreement.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
Page 68of 700
IN 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 Philip Levine;CChairman
Date
FOR TENANT: ` ```` MIAMI BEACH CHAMBER OF
, COMMERCE
ATTEST: ` `!
Witness
= President
,..± ��:;;.
Print Name.
Date
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Page 6$j of 700
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