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2002-24900 Reso RESOLUTION NO. 2002-24900 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A LEASE AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND ROMA WAXING, INC., FOR USE OF APPROXIMATELY 1350 SQUARE FEET OF CITY-OWNED PROPERTY LOCATED AT 777 17TH STREET, MIAMI BEACH, FLORIDA, FOR A THREE YEAR TERM, COMMENCING ON DECEMBER 1, 2002, AND ENDING ON NOVEMBER 30, 2005; AND FURTHER WAIVE, BY 5/7THS VOTE, THE COMPETITIVE BIDDING REQUIREMENT; AS REQUIRED BY SECTION 82-39 OF THE MIAMI BEACH CITY CODE, FINDING SUCH WAIVER TO BE IN THE BEST INTEREST OF THE CITY. WHEREAS, Roma Waxing, Inc. (Roma Waxing) has requested to enter into a three (3) year lease with the CitYih for the use of approximately 1350 square feet of City-owned property located at 777 17 Street (the Property) as a retail space; and WHEREAS, the preservation of a retail environment on the ground floor of the Property, at this time, is conducive to maintaining the pedestrian character of the linkage between Lincoln Road Mall and the Civic/Convention Center area; and WHEREAS, Section 82-39 of the Miami Beach City Code, governing the sale/lease of public property, requires a public bidding process, a Planning Department analysis, and an independent appraisal to determine the value of the leasehold interest; as well as a public hearing to obtain citizen input; and WHEREAS, Section 82-39 further provides for the waiverofthe competitive bidding requirement, by 5/7ths vote of the Mayor and City Commission, for leases of City land of five (5) years or less, upon a finding by the Mayor and City Commission that the public interest would be served by waiving such conditions. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission, following a duly noticed Public Hearing, authorizing the Mayor and City Clerk to execute a Lease Agreement between the City of Miami Beach and Roma Waxing, Inc., for use of approximately 1350 square feet of City-owned property located at 777 17'h Street, Miami Beach, Florida, for a three year term, commencing on December 1, 2002, and ending on November 30, 2005; and further waive, by 5/7ths vote, the competitive bidding requirement; as required by Section 82-39 of the Miami Beach City Code, finding such waiver to be in the best interest of the City. PASSED and ADOPTED this 19th ATTEST: fltluttP(M,~ CITY CLERK N'f'nv'II&AS'Ia FORMa LANGUAGe A FOR EXECU110N JMG\CMC\JD\rlr F:\DDHP\$ALLIASSETV77-17th StreetIROMA.Lease.RES.doc ~ 4,.-::.t; d V ~ CITY OF MIAMI BEACH COMMISSION ITEM SUMMARY m ~ Condensed Title: A Resolution approving a Lease Agreement with Roma Waxing, Inc., for a portion of the City property located at 777 _17th Street, for a 3 year period, including a proposed waiver of competitive bidding requirements, set forth in Section 82-39 of the City Code. Issue: Should the Lease Agreement, which includes waiver of the competitive bidding requirement, be approved? Roma Waxing, an existing tenant whose current lease expires in November 2002, requested to enter into a new three (3) year lease for the use of 1350 square feet of the 777 - 1 ih Street building, for a retail body waxing/hair removal business. The City Commission authorized the purchase of the Property to address the City's ongoing need for administrative office expansion. While implementation of the aforestated objective has begun, the Administration also considers that at this time, the preservation of the Property's ground floor retail environment is conducive to maintaining and enhancing the pedestrian character of the linkage between Lincoln Road Mall and the Civic/Convention Center area. Moreover, as part of the City's good faith effort to accommodate existing tenants, this lease is deemed to be in the City's best interest. The lease term coincides with the City's future use needs (e.g. relocation of Police & Fire Pension office) and the rental rate is based on the appraised market rate and the rates beinc charced to the building's newer tenants. Item Summa fRecommendation: A Public Hearing was set for 5/8/02, and was opened and continued to allow for completion of negotiations and address newly raised issues. Negotiations have concluded. The Administration recommends that the Mayor and Commission: Ado t the Resolution a rovin the Lease A reement. Advisory Board Recommendation: I N/A Financial Information: Amount to be expended: None D Finance Dept. NIA Source of Funds: T: GENDA\2002\JUN1902\REGULAR\ROMA.Lease.SUM.doc AGENDA ITEM DATE CXlt; fa ../ q -tJP.. CITY OF MIAMI BEACH CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 www.ci.miami-beach.fl.us COMMISSION MEMORANDUM To: Mayor David Dermer and Members of the City Commission Date: June 19, 2002 From: Jorge M. Gonzalez ../\ ~ City Manager '??u:uJ0-lC...V' Subject: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A LEASE AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND ROMA WAXING, INC., FOR USE OF APPROXIMATELY 1,350 SQUARE FEET OF CITY-oWNED PROPERTY LOCATED AT 77717TH STREET, MIAMI BEACH, FLORIDA, FOR A THREE YEAR TERM, COMMENCING ON DECEMBER 1,2002, AND ENDING ON NOVEMBER 30, 200S; FURTHER WAIVING, BY SnTHS VOTE, THE COMPETITIVE BIDDING REQUIREMENT; AS REQUIRED BY SECTION 82-39 OF THE MIAMI BEACH CITY CODE, FINDING SUCH WAIVER TO BE IN THE BEST INTEREST OF THE CITY. ADMINISTRATION RECOMMENDATION Adopt the Resolution. ANALYSIS Roma Waxing, Inc. (Roma Waxing), which is currently one of the building's tenants, has requested to enter into a new three (3) year lease with the City, to continue the use of approximately 1350 square feet of City-owned property located at 777 - 17th Street (the Property), as a retail space for its body waxing/hair removal business. Roma Waxing's current Lease Agreement expires on November 30, 2002. The City Commission authorized the purchase of said Property to address the City's ongoing need for administrative office expansion on a graduated basis. While the Administration has begun implementing the aforestated objective, it also considers that the preservation of a retail environment on the ground floor of the Property, at this time, is conducive to maintaining and enhancing the pedestrian character of the linkage between Lincoln Road Mall and the Civic/Convention Center area. Additionally, as part of the City's good faith effort to accommodate existing tenants, this lease is deemed to be in the City's best interest. The proposed lease term will coincide with the City's future use needs (e.g. relocation of Police & Fire Pension office) and proposed rent is based on the appraised market rate and the rates being charged to the building's newer tenants. \ Section 82-39 of the Miami Beach City Code, governing the sale/lease of public property, provides that the lease of any City-owned property for a period of five years or less, including option periods, requires the following: . a competitive public bidding process . a Planning Department analysis . an independent appraisal to determine the value of the leasehold interest . a public hearing to obtain citizen input The proposed Lease Agreement is for a term of three (3) years. Any option to renew shall be at the City's sole discretion. Attached is a copy of the analysis provided by the City's Planning Department finding no negative impact related to the proposed lease, as well as a certified appraisal from Quinlivan and Associates reflecting a market rental value for ground floor retail space ranging from $22.00 to $25.00 per square foot. Roma's current lease rate is $21.22 per square foot. The lease rate reflected in the proposed Lease is $22.00 per square foot, an increase of approximately 3.7%, and provides for 3% annual increases on the anniversary of the two remaining years. This rate has been deemed to be equitable as it is in keeping with increases provided in the other tenant's leases and is still within the range provided in the appraisal. Additionally, Roma shall pay operating costs, which include common area maintenance, real estate taxes, insurance, and any and all applicable Florida sales taxes. Section 82-39 further provides for the waiver of the competitive bidding requirement, by 5/7ths vote of the Mayor and City Commission, upon a finding by the Mayor and City Commission that the public interest would be served by waiving such conditions. There is also requirement that there be a minimum fifteen (15) day advertised notice advising of the public hearing. On April 1 0, 2002, the Mayor and City Commission set the public hearing for May 8, 2002, at which time the Public Hearing was opened and continued to allow for resolution of some newly raised issues. On May 29, 2002, the matter was continued to allow for completion of the negotiations, which have since been concluded. Based on the foregoing, the Administration recommends that the Mayor and City Commission waive the competitive bidding requirements, finding same to be in the City's best interest, and approve the attached Lease Agreement with Roma Waxing, Inc. JMG\RCM\CMC\JD\rlr T:\AGENDA\2002\JUN1902\REGULAR\ROMA.Lease.MEM.doc CITY OF MIAMI BEACH PLANNING DEPARTMENT ~ From: Christina Cuervo Assistant City Manager Jorge Gomez, AICP~ Director of Planning ~ Zoning To: Date: April 22, 2002 Subject: 777 17th Street Lease Agreement Pursuant to your request, this memorandum will serve as an analysis of the lease Agreement between the City of Miami beach and Roma Waxing, Inc. for the use of 1,350 square feet of retail space at 777 17th Street. The lease agreement will be for a three year period commencing December 1, 2002 through November 30, 2005. Section 82-38 of the Code of the City of Miami Beach requires that any proposed sale or lease of City-owned land be analyzed from a planning perspective so that the City Commission and the public are fully appraised of all conditions relating to the proposed sale or lease. The following is an analysis of the criteria delineated in the Code: 1. Whether or not the proposed use is in keeping with city goals and objectives and conforms to the city comprehensive plan. Consistent - The property is located within the CD-3 high intensity commercial future land use category. The lease agreement between the City and Roma Waxing, Inc. is consistent with the future land use category description contained in the Comprehensive Plan. 2. The impact on adjacent property, including the potential positive or negative impacts such as diminution of open space, increased traffic, noise level or enhanced property values, improved development patterns and provision of necessary services. Based on the proposed use of the property, the city shall determine the potential impact of the project on city utilities and other infrastructure needs and the magnitude of costs associated with needed infrastructure improvements. Should it become apparent that further evaluation of traffic impact is needed, the proponent shall be responsible for obtaining a traffic impact analysis from a reputable traffic engineer. I I 1 I , \ Consistent - The property subject to the lease is existing, and previously was used as retail space as well. There would be no diminution of open space as no new construction is being proposed. No additional utility or infrastructure is expected to be necessary. 3. A determination as to whether or not the proposed use is in keeping with a public purpose and community needs, such as expanding the city's revenue base, creating jobs, creating a significant revenue stream, and improving the community's overall quality of life. Consistent - This proposal will accrue funds to the City, as well as create several jobs. The revenue stream generated will help defray the cost of acquisition of the building, which will serve the expansion needs of City Hall. 4. Determination as to whether or not the development is in keeping with the surrounding neighborhood, will block views or create environmental intrusions, and evaluation of the design and aesthetic considerations of the project. Consistent - The surrounding neighborhood consists of a parking garage, a parking lot, a major department store, several small businesses and City Hall. This small retail business will not be out of character with the surrounding uses. View and environmental considerations are not applicable, and the aesthetics of the storefront will be governed by the Design Review process and applicable Code provisions. 5. The impact on adjacent properties, whether or not there is adequate parking, street and infrastructure needs. Consistent - The previous use on this property was a retail outlet, therefore, there should be no negative impact on adjacent properties. As this use is existing, and contains on-site parking, there are no issues with respect to required parking. No further infrastructure needs are anticipated. 6. A determination as to whether or not alternatives are available for the proposed disposition, including assembly of adjacent properties, and whether the project could be accomplished under a private ownership assembly. Not applicable - This is a recently purchased City-owned property, of which this proposed use is a small fraction of the available space. No assembly of land is necessary, nor would such be under private ownership. 7. Within the constraints of public objectives, the department should examine financial issues such as job generation, providing housing opportunities, and the return to the city for its disposition of property. The proposed lease agreement will help to defray the cost of acquisition and maintenance of the building. No housing opportunities will be created. It is anticipated that the building will serve the expansion needs of City Hall. 8. Such other issues as the Planning Department may deem appropriate in analysis of the proposed disposition. Not applicable - The Planning Department has no other issues it deems appropriate to analyze for this proposal. JGG/SAF \\CH21VOL 1\PLAN\$PLBIGEN-CORR\2002\April 200Zl777 17th lease #1.doc f" LEASE AGREEMENT THIS LEASE AGREEMENT, made this 19th day of June ,2002, by and between the CITY OF MIAMI BEACH, a Florida municipal corporation, (hereinafter referred to as "City" or "Landlord"), and ROMA WAXING, INC., a Florida corporation, (hereinafter referred to as "Tenant"). 1. Demised Premises. Landlord, in consideration of the rentals hereinafter reserved to be paid and of the covenants, conditions and agreements to be kept and performed by the Tenant, hereby leases, lets and demises to the Tenant, and Tenant hereby leases and hires from the Landlord, those certain premises hereinafter referred to as the "Demised Premises", located in the City of Miami Beach, 777-17th Street (a.k.a. 1701 Meridian Avenue), Miami Beach, Florida 33139, and more fully described as follows: Unit 771-17th Street: encompassing one thousand three hundred and fifty square feet (1,350 sq. ft.) on the ground floor (total leasable space). Such space on the ground floor is specified in "Exhibit A", which is hereby made a part of this Lease Agreement. 2. Term. 2.1. The Tenant shall be entitled to have and to hold the Demised Premises for a term of three (3) years, commencing on the 1 st day of December 2002 (Commencement Date), and ending on the 30th day of November, 2005. 2.2. Landlord, at its sole discretion, may provide Tenant an option to extend the term of this Lease Agreement for one additional three-year term. In the event Landlord opts to offer said option, notice of Landlord's intent to provide Tenant said option, shall be communicated, in writing, to Tenant at least 180 days prior to the end of the current Lease term. Tenant's response accepting said offer and exercising the respective option must be provided to Landlord, in writing, no later than thirty (30) days after receipt of said written offer from Landlord. 3. Rent. 3.1 Base Rent: Base Rent for the Demised Premises shall begin to accrue on December 1,2002 (the Commencement Date), and shall be based upon a total leasable space of 1350 square feet. 3.1.1 Base Rent for the Demised Premises shall total twenty-nine thousand seven hundred dollars ($29,700.00) per year, payable in monthly installments of two thousand four hundred seventy-five dollars ($2,475.00). 3.1.2 Base Rent shall be due and payable on the first day of each month throughout the term herein. 1 .. 3.2 Additional Rent: In addition to the monthly Base Rent, as set forth in Section 3.1, Tenant shall also pay to Landlord Additional Rent as provided below: 3.2.1 Operatina Expenses: Tenant shall pay Landlord three hundred ninety-two dollars and thirty-three cents ($392.33) per month, towards "Operating Expenses" which are defined as follows: "Operating Expenses" shall mean the total cost and expenses incurred by Landlord in operating, repairing, and maintaining the Common Facilities (hereinafter defined) actually used, or the Common Facilities (hereinafter defined) available for use by the Tenant and its employees, agents, servants, customers and invitees, excluding only the items included within the Base Rent amount. "Common Facilities" shall mean all areas, space, equipment and special services, including without limitation, water service to the building, sewer service to the building, trash removal from the building, costs incurred for gardening and landscaping, repairing and maintaining elevator(s), painting, janitorial services (except for areas within the Demised Premises), lighting, cleaning, striping, policing, removing garbage and other refuse and trash, removing ice and snow, repairing and maintaining sprinkler systems, water pipes, air-conditioning systems, temperature control systems, and security systems, fire alarm repair and maintenance and other equipment in the common areas and the exterior and structural portions of the building, paving and repairing, patching and maintaining the parking areas and walkways, and cleaning adjacent areas, management fees and the Landlord's employment expenses to employees furnishing and rendering any services to the common areas, together with an additional administration charge equal to fifteen percent (15%) of all other expenses included in the annual common area expenses, provided by the Landlord for the common or joint use and/or benefit of the occupants of 777-17th Street, their employees, agents, servants, customers and other invitees. I rrespective of the items listed above, amounts due to Landlord by Tenant, associated with Common Facilities Operating Expenses, will be determined based on the items more specifically described in "Exhibit B", which is hereby made a part of this Lease Agreement. Tenant agrees and understands that the costs incurred by the Landlord for Operating Expenses may increase or decrease, and as such the Tenant's pro-rata share of Operating Expenses shall increase or decrease accordingly. 3.2.2 Propertv Taxes: The Property Tax Payment shall be payable by Tenant, in accordance with Section 11. The Property Tax 2 .. Payment for 2002 is estimated at one hundred three dollars and eighty-four cents ($103.84). 3.2.3 Insurance: Tenant shall pay to Landlord seventy-eight dollars and eighteen cents ($78.18) per month, toward estimated insurance costs incurred by Landlord (Landlord's Insurance) to insure the whole of the building and property at 777-1 ih Street. The preceding insurance coverage is in addition to the insurance required pursuant to Section 10, which shall be obtained at Tenant's sole cost and expense. A copy of Landlord's certificate of insurance will be provided to Tenant. 3.3 The Base Rent amount pursuant to this Section 3 shall be increased annually, on the anniversary of the Commencement Date of the Lease, in increments of three (3%) percent per year. 3.4 Sales Tax: Concurrent with the payment of the monthly installment of Base Rent and Additional Rent provided herein, the Tenant shall also include any and all additional sums for all applicable sales and use tax, as provided in Section 3.5, now or hereafter prescribed by State, Federal or local law, and now described by Florida Statute 212'.031, presently at the rate of six and one half (6.5%) percent of the rental payments. 4. Location for Payments. All rents or other payments due hereunder shall be paid to the City of Miami Beach at the following address: City of Miami Beach Finance Department c/o Revenue Supervisor 1700 Convention Center Drive Miami Beach, Florida 33139 5. Parkino. 5.1 Tenant will be provided with one (1) parking permit, for Tenant's use in the adjacent parking lot (Municipal Parking Lot 5M), located at 1721 Meridian Avenue, the cost of which is included in the Base Rental payment (pursuant to Section 3.1). 5.2 Additionally, Tenant may request, from the City's Parking Department, the use of additional ~arking spaces, if available, at Municipal Parking Garage 2- G located on 17 h Street and Meridian Court. Rates for said spaces are subject to change, and ar~ currently $60.00 per month, plus applicable sales and use tax per space. 6. Securitv Deposit. 6.1 The Landlord acknowledges receipt of Tenant's Security Deposit with the 3 ~ previous landlord, in the sum of two thousand seven hundred dollars ($2,700.00), which was transferred to the Landlord in the form of a credit at the time of closing. Said Security Deposit is to ensure the full and faithful performance by the Tenant of each and every term, covenant and condition of this Lease. In the event that Tenant defaults in respect of any of the terms, provisions, covenants and conditions of this Lease, including but not limited to, the payment of any rentals, the Landlord may use, apply or retain the whole or any part of the Security Deposit for the payment of such rentals in default or any other sum which the Landlord may expend or be required to expend by reason of the Tenant's default, including any damages or deficiency in the re-Ietting of the Demised Premises, whether such damages or deficiency may accrue or after summary proceedings or other re-entry by Landlord. 6.2 In the event that the Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the Security Deposit or any balance thereof shall be returned to the Tenant, without interest, upon the expiration of the Lease and peaceful surrender of the Demised Premises. 6.3 Landlord shall not be required to keep the Security Deposit in a segregated account and the Security Deposit may be commingled with other funds of Landlord and in no event shall the Tenant be entitled to any interest on the Security Deposit. 6.4 In the event of a bona fide sale of the Property wherein the Demised Premises is located, subject to this Lease, the Landlord shall have the right to transfer the Security Deposit to the vendee for the benefit of the Tenant and the Landlord shall be considered by the Tenant free from all liability for the return of such Security Deposit, and the Tenant agrees to look to the new landlord solely for the return of the Security Deposit, if such Security Deposit is actually transferred, and it is agreed that this shall apply to every transfer or assignment made of the Security Deposit to any new landlord. 6.5 The Security Deposit under this Lease shall not be assigned or encumbered by the Tenant without the prior written consent of the Landlord. It is expressly understood that the issuance of a warrant and the lawful re-entry to the Demised Premises by the Landlord for any default on the part of the Tenant, prior to the expiration of the term of this Lease, shall not be deemed such termination of this Lease as to entitle the Tenant to recovery of the Security Deposit and the Security Deposit shall be retained and remain the possession of the Landlord. 7. Use and Possession of Demised Premises. 7.1 The Demised Premises shall be used by the Tenant solely as a hair removal facility, including waxing and retail sale of related items, 4 ~ facials and retail sales of related items. Said Premises shall be open for operation a minimum of five (5) days a week, with normal hours of operation being from Monday through Friday 9:00 A.M. to 5:00 P.M. These days and hours of operation may be extended up to seven (7) days per week and up to 9:00 P.M. daily at Tenant's option. Tenant shall not otherwise modify the days or hours of operation without the prior written approval of the City Manager, which approval shall not be unreasonably withheld. Nothing herein contained shall be construed to authorize hours contrary to the laws governing such operations. NOTWITHSTANDING THE FOREGOING, THE TENANT AGREES AND UNDERSTANDS THAT IT SHALL NOT USE THE DEMISED PREMISES, IN WHOLE OR IN PART, IN VIOLATION OF ANY EXCLUSIVE USE RELATED TO "TANNING SALON" AND/OR "NAIL SALON" GRANTED TO ANY OTHER TENANT(S) IN THE BUILDING. SUCH UNAUTHORIZED USE SHALL BE CONSIDERED A DEFAULT BY TENANT. 7.2 It is understood and agreed that the Demised Premises shall be used by the Tenant during the term of this Lease only forthe above purposes, and for no other purposes or uses whatsoever. Tenant will not make or permit any use of the Demised Premises that, directly or indirectly, is forbidden by public law, ordinance or govemment regulation, or that may be dangerous to life, limb or property. Tenant may not commit waste on the Demised Premises, use the Demised Premises for any illegal purpose, or commit a nuisance on the Demised Premises. In the event that the Tenant uses the Demised Premises for any purposes not expressly permitted herein, then the Landlord may declare this Lease in default pursuant to Section 18, or without notice to Tenant, restrain such improper use by injunction or other legal action. 8. Imorovements. 8.1 Tenant shall, at its own cost and expense, construct or cause to be constructed, all improvements to the Demised Premises reasonably necessary for it to carry on its permitted use(s), as set forth above. The plans for such improvements shall be submitted to the Landlord forthe Landlord's prior written consent, which will not be unreasonably withheld or delayed. All permanent (fixed) improvements to the Demised Premises shall remain the property of the Landlord upon termination of the Lease. Upon the lawful termination of the Lease, all personal property and trade fixtures may be removed by the Tenant from the Demised Premises without damage to the Demised Premises. The failure of Tenant to complete the improvements and be granted a Certificate of Occupancy within a reasonable time from the date of execution of this Lease shall be deemed a default by Tenant. Tenant will permit no liens to attach to the Demised Premises arising from, connected with or related to the construction of the improvements. Moreover, such construction shall be accomplished through the use of licensed, reputable contractors who are acceptable to Landlord. Any and all permits and or 5 r licenses required for the installation of improvements shall be the sole responsibility of Tenant. 8.2 The above requirements for submission of plans and the use of specific contractors shall not apply to maintenance or repairs which do not exceed $1,000.00, provided that the work is not structural, and provided that it is permitted by applicable law. 8.3 Landlord acknowledges that Tenant has made improvements and had sign age installed prior to Landlord's acquisition of the Property, and as such said improvements and signage are acceptable to Landlord, to the extent that same were properly permitted, and done in compliance with all applicable building codes, and any other Municipal, County, State and Federal laws. 9. Landlord's Riaht of Entrv. 9.1 The Landlord, or its authorized agent or agents, 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 Landlord may consider necessary and forthe purpose of preventing fire, theft or vandalism. However, Landlord agrees that whenever possible, Landlord shall provide reasonable notice, in writing, to Tenant, unless the need to enter the Demised Premises is an emergency, as deemed by Landlord at its 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 Landlord to do any work that under any provisions of this Lease the Tenant may be required to perform, and the performance thereof by the Landlord 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 Landlord, or its agents, may enter the Demised Premises by master key, or may forcibly enter the Demised Premises without rendering the Landlord or such agents liable therefore. 9.3 Tenant shall furnish Landlord duplicate keys to all locks including exterior and interior doors upon the effective date of this Lease Agreement. Tenant shall not change the locks to the Demised Premises without the prior written consent of Landlord, not to be unreasonably withheld, and in the event such consent is given Tenant shall furnish Landlord duplicate keys to said locks in advance of their installation. 10. Tenant's Insurance. 10.1 The Tenant shall, at its sole cost and expense, comply with all insurance requirements of the Landlord. It is agreed by the parties that the Tenant 6 " shall not occupy the Demised Premises until proof of the following insurance coverages have been furnished to and approved by the City's Risk Manager: 10.1.1 Comprehensive General Liability in the minimum amount of $1,000,000 per occurrence for bodily injury and property damage. The City of Miami Beach and the Miami Beach Redevelopment Agency must be named as additional insured parties on this policy. 10.1.2 Workers Compensation and Employers Liability coverage in accordance with Florida statutory requirements. 10.1.3 All-Risks property and casualty insurance, written at a minimum of 80% of replacement cost value and with replacement cost endorsement, covering all of Tenant's personal property in the Demised Premises (including, without limitation, inventory, trade fixtures, floor coverings, furniture and other property removable by Tenant under the provisions of the Lease) and all leasehold improvements installed in the Demised Premises by or on behalf of Tenant. 10.2 Proof of these coverages must be provided by submitting original certificates of insurance. All policies must provide thirty (30) days written notice of cancellation to both the City's Risk Manager and Asset Manager at 1700 Convention Center Drive, Miami Beach, Florida, 33139. All insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida and must have a rating of B+:VI or better per A.M. Best's Key Rating Guide, latest edition, and certificates are subject to the approval of the City's Risk Manager. 11. Prooertv Taxes and Assessments. For the purposes of this Section and other provisions of this Lease: 11.1 The term "Property Taxes" shall mean (i) the real estate taxes, assessments, and special assessments of any kind which may be imposed upon the tax lot on which the building is constructed (the "Land") and (ii) any expenses incurred by Landlord in obtaining a reduction of any such taxes or assessments. 11.2 The term "Property Tax Year" shall mean the period of twelve (12) calendar months, beginning on January 1 st of each year. 11 .3 The term "Tenants Proportionate Share" shall mean the ratio that the square footage of the Demised Premises bears to the square footage of the leasable space in the entire building. 7 11.4 Tenant shall pay, as Additional Rent pursuant to Section 3.2.2, for such Property Tax Year an amount ("Property Tax Payment") equal to Tenant's Proportionate Share of the Property Taxes, if any, for such Property Tax Year. If a Property Tax Year ends after the expiration or termination of the term of this Lease, the Property Tax Payment therefore shall be prorated to correspond to that portion of such Property Tax Year occurring within the term of this Lease. The Property Tax Payment shall be payable by Tenant along with the rent on the first day of each month in accordance with the provisions of Section 3.3.2. The monthly Property Tax Payment shall be equivalent to 1/12'h of the estimated yearly taxes, based on the previous year's actual taxes. A copy of the tax bill(s) or other evidence of such taxes issued by the taxing authorities, together with Landlord's computation of the Property Tax Payment, will be made available to Tenant once received from the taxing authorities, if requested by Tenant. Tenant shall pay any difference in the amount between the estimated property taxes and the actual property taxes to Landlord immediately upon receipt of request for said payment from the Landlord. 12. Assianment and Sublettina. 12.1. Tenant shall not have the right to assign or sublet the Demised Premises, in whole or in part, without the prior written consent of Landlord. Such written consent is not a matter of right and Landlord is not obligated to give such consent. If granted as provided herein, the making of any assignment or sublease will not release Tenant from any of its obligations under this Lease. A sale or transfer of a majority interest of the stock of Tenant's corporate entity shall be deemed an assignment, and for purposes of this Lease Agreement, the Landlord shall have the right to approve the new majority owner. Said approval shall be provided in writing. A change in majority interest shall not be deemed to occur if ownership interests change among any of the Tenant's current shareholders. However, any such change in majority interest shall be communicated to the Landlord in writing immediately upon said occurrence. Tenant is prohibited from assigning or subletting this Lease to any person or entity which is not of the same or higher financial responsibility as Tenant, as shall be determined by Landlord, in its sole judgment and discretion. 12.2 Any consent by the Landlord to any act of assignment shall apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the duty of the Tenant or the legal representatives or assigns of the Tenant, to obtain from the Landlord consent to any other or subsequent assignment, or as modifying or limiting the rights of the Landlord under the foregoing covenants of the Tenant not to assign without such consent. 12.3 Any violation of the provisions of this Lease, whether by act or omissions, by assignee, sub-tenant, or under-tenant or occupant, shall be deemed a 8 .. violation of such provision by the Tenant, it being the intention and meaning of the parties hereto, that the Tenant shall assume and be liable to the Landlord for any and all acts and omissions of any and all assignees, sub- tenants, or under-tenants or occupants. If the Lease be assigned, the Landlord may and is hereby empowered to collect rent from the assignee; if the Demised Premises or any part thereof be underlet or occupied by any person, other that the Tenant, the Landlord, in the event of the Tenant's default, may, and is hereby empowered to, collect rent from the under-tenant or occupants; in either of such events, the Landlord may apply the net amount received by it for rent herein reserved, and no such collection shall be deemed a waiver of the covenant herein against assignment or the acceptance of the assignee, under-tenant or occupant as tenant, or a release of the Tenant from the further performance of the covenants herein contained on the part of the Tenant. 13. Maintenance and Repair. 13.1 Tenant shall maintain the Demised Premises and the fixtures and appurtenances therein, and at its sole cost and expense shall make all repairs thereto as and when needed to preserve them in good working order and condition. Landlord 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 within the Demised Premises), the common areas and the chilled water supply system. Landlord shall maintain and/or repair those items that it is responsible for, so as to keep same in proper working condition. Tenant shall also 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, at its sole cost and expense. Tenant agrees and understands, that If Landlord provides a separate air- conditioning unitfor the Demised Premises, Landlord, at its sole discretion, Landlord may require that Tenant obtain, at anytime during the Term of this Lease Agreement, and continuously maintain in good standing, at Tenant's expense, throughout the Term of the Lease Agreement, a maintenance and repair contract, approved by Landlord, with a service company previously approved in writing by Landlord, providing for the preventative maintenance and repair of all heatinglventilation/air-conditioning (HVAC) equipment servicing the Demised Premises. In the event that Landlord notifies Tenant that it will require Tenant to contract for said maintenance and repair services, Tenant shall provide to Landlord, in writing, within ten (10) business days, the name(s) and telephone number(s) of service company(ies) for the Landlord's review and approval. Tenant shall provide a copy of a current, enforceable and fully executed maintenance and repair contract, no later than ten (10) business days after receipt of Landlord's approval of the service company, as proof of Tenant's compliance with this provision. 9 .' If Landlord provides a separate air-conditioning unit for the Demised Premises, as provided above, Tenant may request that Landlord inspect same to ensure that it is in proper working order. If the unit is not in proper working order, Landlord shall, at its sole discretion, repair or replace the unit. 13.2 All damage or injury of any kind to the Demised Premises and to its fixtures, glass, appurtenances, and equipment, if any, or to the building fixtures, glass, appurtenances, and equipment, if any, except damage caused by the wrongful acts or negligence of the Landlord, shall be the obligation of Tenant, and shall be repaired, restored or replaced promptly by Tenant at its sole cost and expense to the satisfaction of Landlord. 13.3 All of the aforesaid repairs, restorations and replacements shall be in quality and class equal to the original work or installations and shall be 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 Landlord, at the expense of Tenant, and all sums spent and expenses incurred by Landlord shall be collectable as Additional Rent and shall be paid by Tenant within ten (10) days after rendition of a bill or statement thereof. IN ALL OTHER RESPECTS, THE DEMISED PREMISES ARE BEING LEASED IN ITS PRESENT "AS IS" CONDITION. 13.5 It shall be Tenant's obligation to insure that any renovations, repairs and/or improvements made by Tenant to the Demised Premises comply with all applicable building codes and life safety codes of governmental authorities having jurisdiction. 14. Governmental Reaulations. The Tenant covenants and agrees to fulfill and comply with all statutes, ordinances, rules, orders, regulations, and requirements of any and all governmental bodies, including but not limited to Federal, State, 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 fire, all at Tenant's own cost and expense. The Tenant shall pay all cost, expenses, claims, fines, penalties, and damages that may be imposed because of the failure of the Tenant to comply with this Section, and shall indemnify and hold harmless the Landlord 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 leased 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, 10 .' 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 Landlord reasonable security as may be demanded by Landlord to insure payment thereof and prevent sale, foreclosure, or forfeiture of the premises or improvements by reasons of such non-payment. Such security need not exceed one and one half (1-1/2) 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 Landlord, or Tenant may "bond off" the lien according to statutory procedures. Tenant will immediately pay any judgment rendered with all proper cost and charges and shall have such lien released or judgment satisfied at Tenant's own expense. 16. Enforcement. Tenant agrees to pay the Base Rent and any Additional Rent herein reserved at the time and in the manner aforesaid, and should said rents herein provided, at any time remain due and unpaid for a period of fifteen (15) days after the same shall become due, the Landlord may exercise any or all options available to it hereunder, which options may be exercised concurrently or separately or the Landlord may pursue any other remedies enforced by law. 17. Condemnation. 17.1 If at any time during the term of this Lease and any renewal term hereunder, all or any part or portion of the building in which the Demised Premises are located, sufficient in size, to cause the Demised Premises to be untenantable, is taken, appropriated, or condemned by reason of Eminent Domain proceedings (except if the Eminent Domain proceedings are initiated by the City of Miami Beach), then this Lease shall be terminated as of the date of such taking, and shall thereafter be completely null and void, and neither of the parties hereto shall thereafter have any rights against the other by reason of this Lease or anything contained therein, except that any rent prepaid beyond the date of such taking shall be prorated to such date, and the Tenant shall pay any and all rents, additional rents, utility charges, or other costs including excess taxes for which it is liable under the terms of this Lease, up to the date of such taking. 17.2 Except as hereunder provided, Tenant shall not be entitled to participate in the proceeds of any award made to the Landlord in any such Eminent Domain proceeding, excepting, however, the Tenant shall have the right to claim and recover from the condemning authority, but not from the Landlord, such compensation as may be separately awarded or recoverable by Tenant in Tenant's own right on account of any and all damage to Tenant's business by reasons of the condemnation and for or on account of any cost or loss which Tenant might incur in removing Tenant's furniture and fixtures. 18. Default. 18.1 Default bv Tenant: At the Landlord's option, any of the following shall constitute an Event of Default under this Lease: 11 18.1.1 The Base Rent, Additional Rent, or any installment thereof is not paid promptly when and where due within fifteen (15) days of due date and if Tenant shall not cure such failure within five (5) days after receipt of written notice from Landlord specifying such default; 18.1.2 Any other payment provided for under this Lease is not paid promptly when and where due; 18.1.3 The Demised Premises shall be deserted, abandoned, or vacated; 18.1.4 The 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 Landlord specifying any such default; or such longer period of time acceptable to Landlord, at its sole discretion; 18.1.5 Receipt of notice of violation from any governmental authority having jurisdiction dealing with a code, regulation, ordinance orthe like, which remains uncured for a period of thirty (30) days from its issuance, or such longer period of time acceptable to Landlord, at its sole discretion; 18.1.6 Any petition is filed by or against Tenant under any section or chapter of the Bankruptcy Act, as amended, which remains pending for more than sixty (60) days, or any other proceedings now or hereafter authorized by the laws of the United States or of any state for the purpose of discharging or extending the time for payment of debts; 18.1.7 Tenant shall become insolvent; 18.1.8 Tenant shall make an assignment for benefit of creditors; 18.1.9 A receiver is appointed for Tenant by any court and shall not be dissolved within thirty (30) days thereafter; or 18.1.10 The leasehold interest is levied on under execution. 19. Riahts on Default. 19.1 Riahts on Default: In the event of any default by Tenant as provided herein, Landlord shall have the option to do any of the following in addition to and not in limitation of any other remedy permitted by law or by this Lease; 19.1.1 Terminate this Lease, in which event Tenant shall immediately 12 surrender the Demised Premises to Landlord, but if Tenant shall fail to do so Landlord may, without further notice, and without prejudice to any other remedy Landlord may have for possession or arrearages in rent or damages for breach of contract, enter upon Demised Premises and expel or remove Tenant and his effects in accordance with law, without being liable for prosecution or any claim for damages therefore, and Tenant agrees to indemnify and hold harmless Landlord for all loss and damage which Landlord may suffer by reasons of such Lease termination, whether through inability to re-Iet the Demised Premises, or through decrease in rent, or otherwise. 19.1.2 Declare the entire amount of the Base Rent and Additional Rent which would become due and payable during the remainder of the term of this Lease 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 Landlord, as provided in the Notices section of this Lease; 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. 19.1.3 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 portions thereof, for such terms and upon such conditions which Landlord deems, in its sole discretion, desirable, and to receive the rents therefore, and Tenant shall pay Landlord any deficiency that may arise by reason of such re- letting, on demand at any time and from time to time at the office of Landlord; and for the purpose of re-Ietting, Landlord may (i) make any repairs, changes, alterations or additions in or to said Demised Premises that may be necessary or convenient; (ii) pay all costs and expenses therefore from rents resulting from re- letting; and (iii) Tenant shall pay Landlord any deficiency as aforesaid. 19.1.4 Take possession of any personal property owned by Tenant on said Demised Premises and sell the same at public or private sale, and apply same to the payment of rent due, holding the Tenant liable for the deficiency, if any. 19.1.5 It is expressly agreed and understood by and between the parties hereto that any installments of rent accruing under the provisions of this Lease which shall not be paid when due shall bear interest at the maximum legal rate of interest per annum then prevailing in 13 Florida from the date when the same was payable by the terms hereof, until the same shall be paid by Tenant. Any failure on Landlord's behalf to enforce this Section shall not constitute a waiver of this provision with respect to future accruals of past due rent. No interest will be charged for payments made within the grace period, such grace period to be defined as within five days of the due date. In addition, there will be a late charge of $50.00 for any payments submitted after the grace period. 19.1.6 If Tenant shall default in making any payment of monies to any person or for any purpose as may be required hereunder, Landlord may pay such expense but Landlord shall not be obligated to do so. Tenant upon Landlord's paying such expense shall be obligated to forthwith reimburse Landlord for the amount thereof. All sums of money payable by Tenant to Landlord hereunder shall be deemed as rent for use of the Demised Premises and collectable by Landlord from Tenant as rent, and shall be due from Tenant to Landlord on the first day of the month following the payment of the expense by Landlord. 19.1.7 The rights of the Landlord under this Lease shall be cumulative but not restrictive to those given by law and failure on the part of the Landlord to exercise promptly any rights given hereunder shall not operate to waive or to forfeit any of the said rights. 19.2 Default bv Landlord: The failure of Landlord to perform any of the covenants, conditions and agreements of the Lease which are to be performed by Landlord and the continuance of such failure for a period of thirty (30) days after notice thereof in writing from Tenant to Landlord (which notice shall specify the respects in which Tenant contends that Landlord failed to perform any such covenant, conditions and agreements) shall constitute a default by Landlord, unless such default is one which cannot be cured within thirty (30) days because of circumstances beyond Landlord's control, and Landlord within such thirty (30) day period shall have commenced and thereafter shall continue diligently to prosecute all actions necessary to cure such defaults. However, in the event Landlord fails to perform within the initial 30 day period provided above, and such failure to perform prevents Tenant from operating its business in a customary manner and causes an undue hardship for the Tenant, then such failure to perform (regardless of circumstances beyond its control) as indicated above, shall constitute a default by Landlord. 19.3 Tenant's Riahts on Default: If an event of Landlord's default shall occur, Tenant, to the fullest extent permitted by law, shall have the right to pursue any and all remedies available at law or in equity, including the right to sue for and collect damages, including reasonable attorney fees and costs, to terminate this Lease (and all of its obligations hereunder by giving notice of 14 such election to Landlord, whereupon this Lease shall terminate as of the date of such notice), to specifically enforce Tenant's rights; and/or to enjoin Landlord. 20. Indemnity Aaainst Costs and Charaes. 20.1 The Tenant shall be liable to the Landlord for all costs and charges, expenses, reasonable attorney's fees, and damages which may be incurred or sustained by the Landlord, by reason of the Tenant's breach of any of the provisions of this Lease. Any sums due the Landlord under the provisions of this item shall constitute a lien against the interest of the Tenant and the Demised Premises and all of Tenant's property situated thereon to the same extent and on the same conditions as delinquent rent would constitute a lien on said premises and property. 20.2 If Tenant shall at any time be in default hereunder, and if Landlord shall deem it necessary to engage an attorney to enforce Landlord's rights and Tenant's obligations hereunder, the Tenant will reimburse the Landlord for the reasonable expenses 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 levels. 21. Indemnification Aaainst Claims. 21.1 The Tenant shall indemnify and save the Landlord harmless from and against any and all claims or causes of action (whether groundless or otherwise) by or on behalf of any person, firm, or corporation, for personal injury or property damage occurring upon the Demised Premises or upon any parking lot or other facility or appurtenance used in connection with the Demised Premises, occasioned in whole or in part by any of the following: 21.1.1 An act or omission on the part of the Tenants, or any employee, agent, invitee, or guest, assignee or sub-tenant of the Tenant; 21.1.2 Any misuse, neglect, or unlawful use of the Demised Premises or the building in which the Demised Premises is located or any of its facilities by Tenant, or any employee, agent, invitee, or guest, assignee or sub-tenant or the Tenant, but not to include trespassers upon the Demised Premises; 21.1.3 Any breach, violation, or non-performance of any undertaking of the Tenant under this Lease; 21.1.4 Anything growing out of the use or occupancy of the Demised Premises by the Tenant or anyone holding or claiming to hold through or under the Lease. 15 21 .2 Tenant agrees to pay all damages to the Demised Premises or other facilities used in connection therewith, caused by the Tenant or any employee, guest, or invitee of the Tenant. 22. Sians and AdvertisinQ. Without the prior written consent of Landlord, Tenant shall not permit the painting and display of any additional signs, plaques, lettering or advertising material of any kind on or near the Demised Premises, which were not existing and at the time of Landlord's acquisition of the property (see Section 8.3). All additional signage shall comply with signage standards established by Landlord and comply with all applicable building codes, and any other Municipal, County, State and Federal laws. 23. Effect of Conveyance. The term "Landlord" as used in the Lease means only the owner for the time being of the land and building containing the Demised Premises, so that in the event of any sale of said land and building, or in the event of a lease of said building, the Landlord shall be and hereby is entirely freed and relieved of all covenants and obligations of the Landlord hereunder, and it shall be deemed and construed without further agreement between the parties, or between the parties and the purchaser at such sale, or the lease of this building, that the purchaser or Tenant has assumed and agreed to carry out all covenants and obligations of the Landlord hereunder. 24. Damaae to the Demised Premises. 24.1 The building in which the Demised Premises are located is insured under Landlord's fire insurance policy. If the Demised Premises shall be damaged by the elements or other casualty not due to Tenant's negligence, or by fire, but are not thereby rendered untenantable, as determined by Landlord, in whole or in part, and such damage is covered by Landlord's insurance, if any, (hereinafter referred to as "such occurrence"), Landlord, shall, as soon as possible after such occurrence, utilize the insurance proceeds to cause such damage to be repaired and the rent shall not be abated. If by reason of such occurrence, the Demised Premises shall be rendered untenantable, as determined by Landlord, only in part, Landlord 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, if the Demised Premises are by reason of such occurrence, rendered more than 50% but less than 100% untenantable, as determined by Landlord, Landlord shall promptly obtain a good faith estimate of the time required to render the Demised Premises tenantable. If such time exceeds sixty (60) days, the Tenant shall have the option of canceling this Lease, which option shall be exercised by Tenant in writing within ten (10) days of receipt of notice of same from Landlord. 24.2 If the Demised Premises shall be renderedwholly untenantable by reason of such occurrence, the Landlord shall utilize the insurance proceeds to cause 16 such damage to be repaired and the rent meanwhile shall be abated in whole; provided, however, that Landlord 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 lease and the tenancy hereby created shall cease as of the date of said occurrence, the rent to be adjusted as of such date. If the Demised Premises shall be rendered wholly untenantable, the Tenant shall have the right, to be exercised by notice in writing, delivered to Landlord within thirty (30) days from and after said occurrence, to elect to terminate this lease, the rent to be adjusted accordingly. Notwithstanding any clause contained in this Section, if Landlord becomes self insured orthe damage is not covered by Landlord's insurance, then Landlord shall have no obligation to repair the damage, but Landlord shall advise Tenant in writing within thirty (30) days of the occurrence giving rise to the damage and of its decision not to repair, and the Tenant may, at any time thereafter, elect to terminate the lease, and the rent shall be adjusted accordingly. 25. Quiet Eniovment. The Tenant shall enjoy quiet enjoyment of the Demised Premises and shall not be evicted or disturbed in possession of the Demised Premises so long as Tenant complies with the terms of this Lease. 26. Waiver. 26.1 It is mutually covenanted and agreed by and between the parties hereto that the failure of Landlord to insist upon the strict performance of any of the conditions, covenants, terms or provisions of this Lease, or to exercise any option herein conferred, will not be considered or construed as a waiver or relinquishment for the future of any such conditions, covenants, terms, provisions or options but the same shall continue and remain in full force and effect. 26.2 A waiver of any term expressed herein shall not be implied by any neglect of Landlord 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. 26.3 The receipt of any sum paid by Tenant to Landlord 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 construed as payment for use and occupation, and not as rent, unless such breach be expressly waived in writing by Landlord. 17 27. Notices. The addresses for all notices required under this Lease shall be as follows, or at such other address as either party shall be in writing, notify the other: LANDLORD: City Manager City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 With copies to: City Attorney City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 And: Asset Manager City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 TENANT: Roma Waxing, Inc. 771 - 1 ih Street Miami Beach, Florida 33139 With copy to: Noemi Grupenmager 16711Collins Avenue, Suite1501 Sunny Isles, Florida 33160 All notices shall be hand delivered and a receipt requested, or by certified mail with Return receipt requested, and shall be effective upon receipt. 28. Entire and Bindina Aareement. This Lease contains all of the agreements between the parties hereto, and it may not be modified in any manner other than by agreement in writing signed by all the parties hereto or their successors in interest. The terms, covenants and conditions contained herein shall inure to the benefit of and be binding upon Landlord and Tenant and their respective successors and assigns, except as may be otherwise expressly provided in this Lease. 29. Provisions Severable. If any term or provision of this Lease or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term and provision of this Lease shall be valid and be enforced to the fullest extent permitted by law. 30. Captions. The captions contained herein are for the convenience and reference only and shall 18 not be deemed a part of this Lease or construed as in any manner limiting or amplifying the terms and provisions.of this Lease to which they relate. 31. Number and Gender. Whenever used herein, the singular number shall include the plural and the plural shall include the singular, and the use of one gender shall include all genders 32. Governina Law. This Lease shall be govemed by and construed in accordance with the law of the State of Florida. 33. Limitation of Liabilitv. The Landlord desires to enter into this Agreement only if in so doing the Landlord can place a limit on Landlord's liability for any cause of action for money damages due to an alleged breach by the Landlord of this Agreement, so that its liability for any such breach never exceeds the sum of Ten Thousand Dollars and no/100 ($10,000.00). Tenant hereby expresses its willingness to enter into this Agreement with the Tenant's recovery from the Landlord for any damage action for breach of contract to be limited to a maximum amount of Ten Thousand (10,000.00) Dollars. Accordingly, and notwithstanding any other term or condition of this Agreement, Tenant hereby agrees that the Landlord shall not be liable to Tenant for damage in an amount in excess of Ten Thousand ($10,000.00) Dollars for any action or claim for breach of contract arising out of the performance or non-performance of any obligations imposed upon the Landlord by this Agreement. Nothing contained in this Section or elsewhere in this Agreement is in any way intended to be a waiver of the limitation placed upon Landlord's liability as set forth in Florida Statutes, Section 768.28. 34. Surrender of the Demised Premises. The Tenant shall, on or before the last day of the term herein demised, or the sooner termination thereof, peaceably and quietly leave, surrender and yield upon to the Landlord the Demised Premises, together with any and all equipment, fixtures, furnishings, appliances or other personal property, if any, located at or on the Demised Premises and used by Tenant in the maintenance, management or operation of the Demised Premises, excluding any trade fixtures or personal property, if any, which can be removed without material injury to the Demised Premises, free of all liens, claims and encumbrances and rights of others or broom- clean, together with all structural changes, alterations, additions, and improvements which may have been made upon the Demised Premises, in good order, condition and repair, reasonable wear and tear excepted, subject, however, to the subsequent provisions of this Article. Any property which pursuant to the provisions of this Section is removable by Tenant on or at the Demised Premises upon the termination of this Lease and is not so removed may, at the option of the Landlord, be deemed abandoned by the Tenant, and either may be retained by the Landlord as its property or may be removed and disposed of at the sole cost of the Tenant in such manner as the Landlord 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, the Tenant shall make good the Landlord all damages which the Landlord 19 ." shall suffer by reason thereof, and shall indemnify and hold harmless the Landlord against all claims made by any succeeding tenant or purchaser, so far as such delay is occasioned by the failure of the 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 pay money is involved. 36. Venue. This Lease 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. LANDLORD AND TENANT HEREBY KNOWINGLY AND INTENTIONALLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING THAT THE LANDLORD AND TENANT MAY HEREIN AFTER INSTITUTE AGAINST EACH OTHER WITH RESPECT TO ANY MATTER ARISING OUT OF OR RELATED TO THIS LEASE AGREEMENT. IN WITNESS WHEREOF, the parties hereto have caused these presents to be signed by the riqfftive duly authorized officers, and the respective corporate seals to be affixed this day of u wG ,2002. BY: ~R~ CITY CLERK LANDLORD I CI TENANT I ROMA WAXING, INC. BY: ~p t-) OE,\..{i 6"D.u'\"-6 NN A(\ ,...0 (Print Name) CORPORP.TE SEAL - - {alfilHlere) APPMM!DAS1O Fe" a LANGUAGI a fOR EXECUTION F:\DDHP\$ALL\ASSET\7n-17th Street\Roma\ROMA 1 Q,Lease.DOC 20 .~ '{ J t '1 ~:i " I I. 1. .. , , , -" ST: J 1 v\).:..vJ /j I n--" I 1/I")C.Jr- L; 'J .~ ,-'- ---'~-::'-:-:--2. -:,:,,-:'::H:-- --....-..- ~ ~ -1-e , Exhibit A :.. " " PROPERTY:I 11701 Meridian Avenue Properly I TENANT: I I Roma Waxina, Inc. Id/b/a Uni K Wax Center Expense Reconciliation Year 200 AMOUNT OFFICE RETAIL BUILDING GROUND FLOOR . ElectricItY . Exterminating Waste Removal . Elevatorls) . Maintenance/Cleanina Maintenance Staff EORM Landscaoina Fire Protection Electrical Repair . Miscellaneaous Repairs . Miscellaneaous Repairs Maintenance Supplies Water/Sewer Manaaement Fee TOTAL COSTS 15% Administrative Fee ICAM ONL vT Amortization. Paintina 15 vears) Amortization - HVAC 15 years) Real Estate Taxes Insurance TOTAL Multiolied by Tenant Sauare Feet TENANT ANNUAL SHARE Less Annual Contribution Florida Sales Tax at 6.5% TOTAL AMOUNT DUElIREFUND) . Indicates oass throuQh exemot from Retail Exhibit B CITY OF MIAMI BEACH PLANNING DEPARTMENT ~ From: Christina Cuervo Assistant City Manager Jorge Gomez, AICP ~ Director of Planning and Zoning To: Date: April 22, 2002 Subject: 777 17th Street Lease Agreement Pursuant to your request, this memorandum will serve as an analysis of the lease Agreement between the City of Miami beach and Roma Waxing, Inc. for the use of 1 ,350 square feet of retail space at 777 17th Street. The lease agreement will be for a three year period commencing December 1, 2002 through November 30. 2005. Section 82-38 of the Code of the City of Miami Beach requires that any proposed sale or lease of City-owned land be analyzed from a planning perspective so that the City Commission and the public are fully appraised of all conditions relating to the proposed sale or lease. The following is an analysis of the criteria delineated in the Code: 1. Whether or not the proposed use is in keeping with city goals and objectives and conforms to the city comprehensive plan. Consistent - The property is located within the CD-3 high intensity commercial future land use category. The lease agreement between the City and Roma Waxing, Inc. is consistent with the future land use category description contained in the Comprehensive Plan. 2. The impact on adjacent property, including the potential positive or negative impacts such as diminution of open space, increased traffic, noise level or enhanced property values, improved development patterns and provision of necessary services. Based on the proposed use of the property, the city shall determine the potential impact,of the project on city utilities and other infrastructure needs and the magnitude of costs associated with needed infrastructure improvements. Should it become apparent that further evaluation of traffic impact is needed, the proponent shall be responsible for obtaining a traffic impact analysis from a reputable traffic engineer. .. Consistent - The property subject to the lease is existing, and previously was used as retail space as well. There would be no diminution of open space as no new construction is being proposed. No additional utility or infrastructure is expected to be necessary. 3. A determination as to whether or not the proposed use is in keeping with a public purpose and community needs, such as expanding the city's revenue base, creating jobs, creating a significant revenue stream, and improving the community's overall quality of life. Consistent - This proposal will accrue funds to the City, as well as create several jobs. The revenue stream generated will help defray the cost of acquisition of the building, which will serve the expansion needs of City Hall. 4. Determination as to whether or not the development is in keeping with the surrounding neighborhood, will block views or create environmental intrusions, and evaluation of the design and aesthetic considerations of the project. Consistent - The surrounding neighborhood consists of a parking garage, a parking lot, a major department store, several small businesses and City Hall. This small retail business will not be out of character with the surrounding uses. View and environmental considerations are not applicable, and the aesthetics of the storefront will be governed by the Design Review process and applicable Code provisions. 5. The impact on adjacent properties, whether or not there is adequate parking, street and infrastructure needs. Consistent - The previous use on this property was a retail outlet, therefore, there should be no negative impact on adjacent properties. As this use is existing, and contains on-site parking, there are no issues with respect to required parking. No further infrastructure needs are anticipated. 6. A determination as to whether or not alternatives are available for the proposed disposition, including assembly of adjacent properties, and whether the project could be accomplished under a private ownership assembly. Not applicable - This is a recently purchased City-owned property, of which this proposed use is a small fraction of the available space. No assembly of land is necessary, nor would such be under private ownership. 7. Within the constraints of public objectives, the department should examine financial issues such as job generation, providing housing opportunities, and the return to the city for its disposition of property. The proposed lease agreement will help to defray the cost of acquisition and maintenance of the building. No housing opportunities will be created. It is anticipated that the building will serve the expansion needs of City Hall. 8. Such other issues as the Planning Department may deem appropriate in analysis of the proposed disposition. Not applicable - The Planning Department has no other issues it deems appropriate to analyze for this proposal. cc: Jose Damien, Asset Manager JGG/SAF \\CH2\VOL 1IPLAN\$PLBIGEN-CORR\2002\April 2002\777 17th lease #1.doc " ,.. '" :: IHjHUIH~liVb~~iAWfUM!gWHH. Q ~ NOTICE OF A PUBLIC HEARING' - > < ::E ,.:- < o z: => ,CI) 'a ij .. Ql ::c Ql .c ... NonCE IS HEREBY given that a public hearing will be held by the City Commission of the, City of Miami Beach, in the Commission Chambers, 3rc1 floor, City'Hall, HOO Convention Center Drive, Mi;lmi Beach, Florida, on Wednesday, May 29, 2002 at 10::30 a.m.,' to hear' public 'comment regarding a lease agreement with Roma Waxing, Inc., for the lease of approximately 1350 square feet of city-owned propertY located at 177 H Street, Miami Beach, Florida. .. :2 INQUIRIES may be directed to the Asset Management at.(305) 673-7260. ALL INTERESTED P~RTIES are invited tq appear at this hearing or be represented by an agent, or to express their views.in' writing addressed to the City Commission, c/o the City Clerk, 1700 Convention Center Drive, 1st Floor, City, Hall, Miami Beach, Florida 33139. This meeting may be continued, and under such circumstances additional legal notice would not be provided, ' ' " . Robert E. Parcher, City Clerk City of Miami Beach Pursuant to5ection 286.0105, Fla, Stat., the City hereby lldvises the public that: if a person decides to appeal any decision made by the City 1 Commission with respect iq anymatter considered at its meeting or its l hearing, s~ch' person musten'sure'that.a verbatimrecorclofthe proceedings is made, which record includes th'e testimony and evidence upon ,which the appeal Is 'to be based. This notice does not constitute { consent by the City for the introduction or admission of otherwise inadmissable or irrelevant evidence, nor does it authorize challenges or l,.' appeals:-not otherwise allowed by Jaw. I In accordance with the Americans with Disabilities Act of 1990,' persons f needing special accommodation'to participate in this proceeding should '/ contact the City Clerk's oHiceno later than four days prior to the proceeding, Telephone (305) 673-741.1 for assistance; if hearing impaired, telephone the Florida Relay Service nu'mbers, (800) 955-8771 ,(TOO) or (800) 955-8770 (VOICE), for assistance. Ad#0101