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RESOLUTION 92-20469 , RESOLUTION NO. 92-20469 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A CONSENT TO THE SUBLEASE OF THE ENTIRE SEVENTH (7TH) FLOOR OF HISTORIC CITY HALL FROM FRANKEL & ASSOCIATES, INC. TO INTERNATIONAL TALENT CORP. WHEREAS, the City of Miami Beach (hereinafter referred to as "City") entered into a Lease Agreement (hereinafter referred to as "Lease") on March 16, 1987 with Frankel & Associates, Inc. (hereinafter referred to as "Lessee") for the eighth (8th) floor and the entire of the seventh (7th) floor in Historic City Hall ; and WHEREAS, Lessee wishes to sublease the entire seventh (7th) floor to International Talent Corp. ; and WHEREAS, the City wishes to consent to the proposed Sublease between Frankel & Associates, Inc. and International Talent Corp. dated February 27, 1992 , a copy of which is attached hereto as exhibit "A" . NOW, THEREFORE, BE IT DULY RESOLVED BY THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Clerk are hereby authorized to execute the Consent to the Sublease of the entire seventh (7th) floor of Historic City Hall from Frankel & Associates, Inc. to International Talent Corp. PASSED and ADOPTED this 4th day of March , 1992 . ATTEST: \i/A)) GJ� City Clerk ay• PNB: lm C:\resoluti\inttalen.fra FORM APPROVED February 12, 1992 LEGAL D By -3 Z�Z Date CONSENT TO SUBLEASE The City of Miami Beach, Lessor under the certain Lease Agreement between the City of Miami Beach and Frankel & Associates, Inc. , dated March 16, 1987 , hereby consents to the Sublease dated February 27, 1992 between Frankel & Associates, Inc. , a Florida corporation, and International Talent Corp. , a Florida corporation, a copy of which Sublease is attached hereto and by reference made a part hereof. Dated this 4th day of March , 1992 al CIS OF MIAMI Br MAYOR ATTEST: TAA.,,(N"A FORM APPROVED CITY CLERK LEGAP.. DEPT. Eis1 PNB: lm C:\agreements\sublease.con March 3, 1992 ,/3//f7-- Date SUBLEASE AGREEMENT THIS SUBLEASE made as of this 7_:., dayof February, 1992, by and between FRANKEL & ASSOCIATES, INC. , a Florida cor- poration, hereinafter called "Sublessor" , and INTERNATIONAL TALENT CORP. , a Florida corporation (hereinafter called "Sublessee" ; WITNESSETH: 1 . Demise and Description of Property. Sublessor hereby leases -7E7-77--and Sublessee hereby leases from Sublessor, for the term and subject to the conditions and coven- ants hereinafter set forth, the property hereinafter referred to as the "Subleased Premises" , located in Dade County, Florida, described as follows : Approximately 1700+/- square feet of office space on the seventh ( 7th) floor of Historic City Hall at 1130 Washington Avenue , Miami Beach, FL 33139 ; which space is specified as the entire 7th FL pur- - suant to the Floor Sketch markedExhibit ' �� A which is � attached hereto and incorporated herein by reference. ' / 2. Term and Conditions. This Sublease - � � the termyear shall be or , I of one (subject to two one-year options as Y P m re ii ; fully set forth in paragraph 4 hereof ) and shall commence Q -- D#1frwafter approval of this Sublease is obtained fro tie �--�_ .,: Miami Beach City Council ( "inception "" p date" ) ,, during which `:.. �, °r• • 04Wperiod Sublessee shall be entitled to commence ne cessar \ alterations to the Subleased Premises and initiate movingin the Subleased Premises. Sublessor shall move out of the e Su - i - leased Premises within threeof ( 3 ) days such approval City of Miami Beach. In event PP by he � � the the inception of this Suble se is other than March 1 , 1992, then the expiration shall P be twe ve months from the inception date as contemplated in thisara ra h subject to the options to renew referredP g P to in paragraph 4 hereof. Sublessor shall only have until March 10, 1992, approval of the Sublease. to obtain Thereafter, if approval is not obtained by March 10, 1992, Sublessee shall have an option for thirtydaysP ( 3 0) to accept the Sublease. This Sublease shall be in accordance with that cer- tain Lease hereinafter referred to as the "Main lease" , dated March 16 , 1987, between the City of Miami Beach, a Florida Muni- cipal Corp. , as Landlord, and Frankel & Associates , Inc. , as Lessee. By the terms of the Main Lease , Sublessor has an option to lease the above-described property. of P P p Y• A copy the Main Lease is attached hereto and incorporated herein by reference as Exhi- bit "B" . This Sublease shall be subject to the formal stipu- lated settlement of pending litigation in the Dade County Circuit Court, Case No. 91-55913 CA-15 , although tentatively settled as acknowledged by the City Attorney of Miami Beach, subject to approval of the City of Miami Beach; and, if not approved , this Agreement shall be null and void. 3. Rent. For the initial one-year term of this lease , Sublessee shall pay to Sublessor as rent the sum of $2, 000P er month together with applicable Florida state sales tax, plus pro- rata City charges for chilled • water consumption as and when billed by the City of Miami Beach. /7 Upon execut ion and approval of this Sublease by the Cit of ilie y Beach, Sublessee shall pay Sublessor the first month ' s Mi reamint together with the last two months ' rent under this Sublease . 4 . Option to Renew. Sublessee shall have two one-year -1- options to renew upon sixty ( 60) days ' prior written notice of each option period. Rent for the first one-year option shall be $2, 150 per month plus sales tax; and rent for the second one-year option shall be $2, 300per m nth plus sales tax. 11/0- 544e/4 Atiopoy /75 €6.- -,000-7-0q ‘.1.441e-eit, ce,,emple6‘; /,e'd.-7 i rat ion of the second o t py e r io 4/94°74:10'.4/94°74:10'.4/94°74:10'.. p p Sublessee shall haver the the ex right of first option for ti ( 30) days to re-lease the Subleased Premises at the same terms and )067conditions that Sublessor may offer to a proposed third party, in the event Sublessor does not choose to use the Subleased Premises itself. 5. Use of Premises. The Subleased Premises shall be used by Sublessee as a general business office and for no other purpose. 6. Parking Spaces. Sublessee shall be entitled to four ( 4 ) assigned parking spat,!s on the second floor contiguous to one another. 7. Assignment/Sub-Sublease. Sublessee shall have the right to assign this Sublease or to sublet the Subleased Premises provided that Sublessor shall have the first option with ' ( 10 ) days to obtain the Premises for itself at the same t= s and conditions as the proposed third party, only if sublea - and/or assignment is unrelated to any of Jorge Hane 's compan es , th written consent of Sublessor consent not to be un g e- n ly withheld. ‘4ND fel/N L ,$0'<, ' ,, , / il' In the event Sublessee sublets the Sublef-ed Premi- ses, Sublessor shall have the right to require a ,•ne--month security deposit from Sublessee for each year of Sublease 4 R . 0Counanrvr Sublessor will leave the Subleased Pre- mises "broom clean" within five days after approval of this i// Sublease by the Cityof Miami Beach. 9. Option. Sublessee shall have the right of first refusal with respect to any offer of lease relative to the top floor at 1130 Washington Avenue , Miami Beach, currently leased by Sublessor Allrsame terms as it may be offered to third par- ties , s i n which to exercise option. o wit ay p 10. Insurance. Sublessee shall, at its own expense , comply with all insurance requirements of Sublessor. Sublessee shall not occupy the Subleased Premises until proof of the following insurance coverages have been furnished to and approved by Sublessor and the Landlord. A. Comprehensive general liability in the mini- mium amount of $300, 000 per occurrance for bodily injury and property damage . Contrac- tual liability coverage is to be included. The City of Miami Beach and the Sublessor must be named as additional insureds on this policy. B. Worker' s compensation and employees ' liability coverage per Florida Statutes. Proof of these coverages must be provided by submitting ori- ginal Certificates of Insurance . All policies must provide thirty ( 3 0 ) days ' written notice of cancellation to Sublessor and to the City of Miami Beach ' s Risk Manager at 1700 Conven- tion Center Drive , Miami beach, FL 33139 . The insurance companies providing the above coverages are subject to the aper* - 1 of the City ' s Risk Manager who shall ha e t e right to reasonably increase the amount- and type of insurance coverage required. -2- • 11 . Assumption Agreement and Covenants. A. The Sublessee shall comply with all of the provisions of the Main Lease which are to be observed or performed during the term hereof by the Sublessor as Tenant thereunder, except that the payment of rent shall be governed by the provisions herein, and paragraph 3 of the Main Lease , except as otherwise provided herein, shall be inapplicable to Sublessee. B. In the event of cancellation or termination of the Main Lease prior to the expiration date thereof and prior to the expiration date of this Sublease or any extensions and renewals thereof, or in the event of the surrender thereof, whether voluntary, involuntary, or by operation of law, the Sublessee shall make full and complete attornment to the Landlord for the balance of the term of this Sublease , including any extensions and renewals thereof, on the same covenants and conditions as are contained herein, so as to establish direct privity of estate and contract between the Landlord and the Sublessee and with the same force and effect as though this Sublease was originally made directly from the Landlord to the Sublessee. The Sublessee shall make all rent payments thereunder directly to the Landlord. The Sublessor represents that the Landlord has covenanted that, in the event of the cancellation, termination, expiration , or surrender of the Main Lease , the Landlord will accept the sublessee , its successors and assigns , as its Lessee for a period equal to the full unelapsed portion of the term of this Sublease , including any extensions and renewals thereof, and on the same covenants and conditions as are contained herein, and the Landlord will thereafter become the Lessor under this Lease. C. Insofar as the provisions of the Main Lease do not conflict with specific provisions herein contained, they and each of them are incor- porated into this Sublease as fully as if completely rewritten herein , and the Sublessee agrees to be bound to the Sublessor by all of the terms of the Main Lease and to assume toward Sublessor and perform all of the obli- gations and responsibilities that Sublessor by the Main Lease assumes toward the Landlord, and to indemnify and hold harmless Sublessor from any claim or liability under the Main Lease except for payment of rental by Sublessor to the Landlord as provided in the Main Lease. The relationship between the Sublessee and Sublessor hereunder shall be the same as that between the Sublessor and the Landlord under the Main Lease. 12. Limitation of Liability and Indemnity. Sublessee agrees to indemnify and hold Sublessor and Landlord harmless of , from, and against all claims, actions , damages , liabilities , and expenses asserted against the Sublessor and/or Landlord on account of injuries to person or damage to property when and to the extent that any such danger or injury may be caused , either proximately or remotely, wholly or in part by any act or omission, whether negligent or not, of Sublessee or any of its //7 -3- ,/� ;j agents, servants, employees , contractors , patrons , or invitees (while such invitees are on the Leased Premises ) , or of any other person entering on the Leased Premises under or with the expressed or implied invitation of Sublessee , or if any such injury or damage may in any other way arise from or out of the occupancy or use by Sublessee , its agents, employees , and invi- tees , of the Leased Premises. This paragraph is for the benefit of the Sublessor and Landlord of the Leased Premises only, and no right of action shall accrue hereunder to any third party by way of subrogation or otherwise. 13. General Provisions. A. This Sublease shall not be modified , changed or altered in any respect except in writing. B. The covenants, agreements, and obligations herein contained shall extend to, bind and inure to the benefit not only of the parties hereto but their heirs , personal representa- tives , epresenta- tives , successors , and assigns. C. Whenever under this Sublease , a provision is made for notice of any kind, such notice shall be in writing and signed by or on behalf of the party giving or making the same , and it shall be deemed sufficient notice and service thereof , if such notice is sent by registered or certified mail , postage prepaid , to the address furnished for such purpose. All noti- ces to be given to the Sublessor hereunder shall be given to Frankel & Associates, Inc. , 1800 Washington Avenue , 8th Floor, Miami Beach, Florida 33139 , with a copy to its attorney, Marjorie F. Robbins , Esq. , Lazan, Tru to , Moss, Robbins & Howard, 1090 Kane Con- course , Suite 202, Bay Harbor Islands , Florida 33154, unless and until some other place is designated in writing by the Sublessor. Not i- c ies to be given to Sublessee he reun•e r shall, begiven to it at / e./' �:.,�f d / 1f ‘G ;fizz_ • unless a d until some ' •ther place is desig- nated in writing by Sublessee. 14. Improvements. Any and all improvements to the Subleased Premises shall be made at the Sublessee ' s expense , and the Sublessor shall have no responsibility or liability therefor. Sublessee covenants and agrees that Sublessee will not make any alterations , improvements or additions to the Subleased Premises during the term of this Sublease without first obtaining the written consent of the Sublessor, not to be unreasonably with- held. All alterations , improvements and additions made by Sublessee shall remain upon the Subleased Premises at the expira- tion or earlier termination of this Sublease and shall become the property of the Sublessor. IN WITNESS WHEREOF, the parties hereto have executed /17 . , y1r rri . l�� Ir ic' ,r -4- J V 4 . this Sublease Agreement on the day and year first above written. WITNESSES : _1 --) FRANKEL & ASSO IA E , INC ` , Sublessor :, ., - - - , .: . _ .,,_,.._ _____, „ -, (---.. ‹.::: ! %-, iP�� '. - �„' .ems B y: A . .:' - ' ,. ..�',,�,„, ' '` 7i �, � -„4. .,, -,: -�, 517k T': S . F RAN EL ' ”, "P es i d e n .-, TN 'E TAT NAL ALENT CORP. 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