Loading...
Resolution 2019-31015 RESOLUTION NO. 2019-31015 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING, IN SUBSTANTIAL FORM, A NEW ROOFTOP LEASE AGREEMENT BETWEEN THE CITY (TENANT) AND FIFTY SIX SIXTY COLLINS AVE CONDOMINIUM, INC. (LANDLORD), FOR THE USE OF INDOOR SPACE AND ROOFTOP AREAS, AT THE BUILDING LOCATED AT 5660 COLLINS AVENUE, IN CONNECTION WITH THE USE AND OPERATION OF PUBLIC SAFETY COMMUNICATIONS EQUIPMENT, FOR A TERM OF TWENTY (20) YEARS, WITH THE POSSIBILITY OF EXTENDING FOR FOUR (4) ADDITIONAL FIVE (5) YEAR RENEWAL TERMS, FOR AN INITIAL ANNUAL RENT OF $35,000, SUBJECT TO ANNUAL RENT ESCALATIONS OF THREE PERCENT (3%) THEREAFTER; AND FURTHER AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE THE FINAL NEGOTIATED LEASE AGREEMENT. WHEREAS, for several decades, the City has used certain privately-owned condominium towers (e.g. Council Towers, Parkview Point, Tower 41, and Rebecca Towers) for the location and operation of public safety communications equipment, which infrastructure is critical to the essential functions of the City's law enforcement and public safety personnel; and WHEREAS, in 2017, pursuant to RFP 2017-006-AK, the City contracted with Florida-based Harris Corporation to replace the City's aging public safety radio system; and WHEREAS, the 2018 G.O. Bond referendum approved funding to replace the City's outdated Motorola analog radio system with the Harris Corporation's satellite radio system and the upgrade will give first responders a state-of-the-art emergency communications technology network with high tech functions like seamless interoperability and encrypted data; and WHEREAS, as part of the process, the City is ensuring that lease agreements with the private properties exist which will protect our network infrastructure throughout the equipment's lifespan; and WHEREAS, in order to integrate and equip a new building location into the system network, the City requires (1) rooftop space for equipment such as antennas; (2) an enclosed room for radio communications equipment; (3) transmission lines between the rooftop space and the equipment room; and (4) installation of a permanent generator to provide power in the event of an outage; and WHEREAS, in order to support the network upgrade, installation of a new facility is required specifically along the Collins Avenue corridor in Mid Beach; WHEREAS, on April 10, 2019, per Resolution No. 2019-30767, the City Commission authorized a rooftop lease agreement with a neighboring property located at 5600 Collins Avenue but the lease was never executed, and the City was forced to locate an alternative location for the facility; and WHEREAS, the Harris Corporation has identified 5660 Collins Avenue as the preferred alternative site along the Collins Avenue corridor and the Administration is negotiating a Rooftop Lease Agreement with the building's condominium association, a copy of which is attached to the Commission Memorandum accompanying this Resolution; and WHEREAS, the essential terms of the Agreement include: A. Leased Premises: 5660 Collins Avenue B. Landlord: Fifty Six Sixty Collins Ave. Condominium, Inc., a Florida nonprofit corporation C. Effective Date: upon execution following Commission approval and final negotiation. D. Term: Twenty (20) years, with four (4) additional five (5) year renewal terms. E. Termination for the City has exclusive right to terminate upon 180 Convenience: days notice. F. Rent: $35,000 annually, with annual increases of 3% per year beginning the second contract year. (The total rental amount is approximately $940,000 over the twenty (20) year initial term). G. Utilities: City shall submeter and pay for its own power consumption. In the event of a power outage, landlord is entitled to 50kw from City's permanent generator. Landlord shall reimburse a pro rata share of the City's costs for fuel, maintenance, and operation of the generator; and WHEREAS, in comparison, the proposed lease for the adjacent property at 5600 Collins Avenue, which was approved by City Commission in April 2019 but abandoned when it became logistically and financially impractical, contained $25,000 annual rent with 3% annual increases over a 15-year term; and WHEREAS, the most recent rooftop lease to be executed, Tower 41, contained $20,000 annual rent with 4.5% annual increases and a 15-year initial term, and although the Agreement contains a slightly higher annual rent and the provision of generator capacity to the Landlord, the Leased Premises is virtually ready for occupancy and the Agreement contains a longer lease term; and WHEREAS, in contrast, the previous property on Collins Avenue would have required the construction of a rooftop equipment shelter at a minimum cost of $300,000; and WHEREAS, after scouting multiple locations, the Fire Department's Public Safety Communications Division has emphasized the necessity for this location because the condominium property is the preferred site on Collins Avenue to serve the network; and WHEREAS, all costs associated with initial installation of the facility, including any building modifications, equipment, and installation, will be covered by funds already approved and allocated as part of tranche 1 of the G.O. Bond, and ongoing costs associated with the Agreement in subsequent years, like equipment maintenance and annual rent, will be budgeted by the Fire department on an annual basis; and WHEREAS, given the importance of ensuring the delivery of services which provide for the public's health, safety, and welfare, the Administration recommends that the Mayor and City Commission approve, in substantial form, the Agreement, incorporated herein by reference and attached hereto as Attachment "A." 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 hereby approve, in substantial form, a new Rooftop Lease Agreement between the City (Tenant) and 5660 Collins Ave. Condominium, Inc. (Landlord), for the use of indoor space and rooftop areas, at the building located at 5660 Collins Avenue, in connection with the use and operation of public safety communications equipment, for a term of twenty (20) years, with the possibility of extending for four (4) additional five (5) year renewal terms, for an initial annual rent of$35,000, subject to annual rent escalations of three percent(3%)thereafter; and further authorize the Mayor and City Clerk to execute the final negotiated Agreement. PASSED AND ADOPTED this /6 day of D hQ✓ 2019. -u"` 604 Gelber, Mayor ATTEST:.24 1 a S d APPROVED AS TO :; f bti y - FORM & LANGUAGE Rafael E. Granado, CityClerk INCOpp F• E CUTION A ` ORS' O�S�I Et q dam' 4 r , / City Attorney / Date ..:`' , Resolutions -C7 F MIAMI BEACH COMMISSION MEMORANDUM TO: Honorable Mayor and Members of the City Commission FROM: Jimmy L. Morales, City Manager DATE: October 16, 2019 SUBJECT:A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING, IN SUBSTANTIAL FORM, A NEW ROOFTOP LEASE AGREEMENT BETWEEN THE CITY (TENANT) AND FIFTY SIX SIXTY COLLINS AVE CONDOMINIUM, INC. (LANDLORD), FOR THE USE OF INDOOR SPACE AND ROOFTOP AREAS, AT THE BUILDING LOCATED AT 5660 COLLINS AVENUE, IN CONNECTION WITH THE USE AND OPERATION OF PUBLIC SAFETY COMMUNICATIONS EQUIPMENT, FOR A TERM OF TWENTY (20) YEARS, WITH THE POSSIBILITY OF EXTENDING FOR FOUR (4)ADDITIONAL FIVE (5)YEAR RENEWAL TERMS, FOR AN INITIAL ANNUAL RENT OF $35,000, SUBJECT TO ANNUAL RENT ESCALATIONS OF THREE PERCENT (3%) THEREAFTER; AND FURTHER AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE THE FINAL NEGOTIATED LEASE AGREEMENT. RECOMMENDATION The Administration recommends the Mayor and City Commission authorize execution of the final, negotiated lease. BACKGROUND/HISTORY For several decades, the City has used certain privately-owned cond3minium towers (e.g. Council Towers, Parkview Point, Tower 41, Rebecca Towers) for the location and operation of public safety communications equipment that is critical to the essential functions of the City's law enforcement and public safety personnel. In 2017, pursuant to RFP 2017-006-AK, the City contracted with Florida-based Hams Corporation to replace the City's aging public safety radio system. The 2018 G.O. Bond referendum approved funding to replace the City's outdated Motorola analog radio system with the Harris Corporation's satellite radio system. The upgrade will give first responders a state-of- the-art emergency communications technology network with high tech functions like seamless interoperability and encrypted data. As part of the process, the City is ensuring that lease agreements with the private properties protect our network infrastructure throughout the equipment's lifespan. In order to integrate and equip a new building location into the system network, the City requires Page 256 of 2557 (1) rooftop space for equipment such as antennas; (2) an enclosed room for radio communications equipment; (3) transmission lines between the rooftop space and the equipment room; and (4) installation of a permanent generator to provide power in the event of an outage. In order to support the network upgrade, installation of a new facility is required specifically along the Collins Avenue corridor in mid beach. On April 10, 2019, per Resolution No. 2019- 30767, the City Commission authorized a rooftop lease agreement with a neighboring property located at 5600 Collins Avenue. This proposed site had to be abandoned when our consultant determined that physical constraints with the property would require construction of a rooftop shelter at a cost to the City of at least $300,000. As a result, the lease was never executed, and the City was forced to locate an alternative location for the facility. ANALYSIS The Hams Corporation has identified 5660 Collins Avenue as the preferred alternative site along the Collins Avenue corridor. The City has negotiated terms with the building's condo association, as contained in the draft agreement accompanying this memorandum (Attachment A) . The proposed terms and conditions are similar to those contained within the executed lease for the network facility located at 4101 Pine Tree Drive (a/k/a Tower 41), as approved by the City Commission in Resolution No. 2018-30272. The essential terms of the agreement include: • LEASED PREMISES: 5660 Collins Avenue • LANDLORD: Fifty Six Sixty Collins Ave. Condominium, Inc., a Florida nonprofit corporation • EFFECTIVE DATE: Upon execution following Commission approval and final negotiation. • TERM: Twenty years, with four additional five year renewal terms. • TERMINATION FOR CONVENIENCE: City has exclusive right to terminate without cause upcn 180 days notice. • RENT: $35,000 annually, with annual increases of 3% per year beginning thesecond contract year. (The total amount is approximately $940,000 over the twenty year initial term). • UTILITIES: City shall submeter and pay for its own power consumption. In the event of a power outage, landlord is entitled to 50kw from City's permanent generator. Landlord shall reimburse a pro rata share of the City's costs for fuel, maintenance, and operation of the generator. In comparison, the proposed lease for the adjacent property at 5600 Collins Avenue, which was approved by City Commission in April 2019 but abandoned when it became logistically and financially impractical, contained $25,000 annual rent with 3% annual increases over a 15-year term. The most recent rooftop lease to be executed, Tower 41, contained $20,000 annual rent with 4.5% annual increases and a 15-year initial term. Although the lease for your consideration Page 257 of 2557 today contains a slightly higher annual rent and the provision of generator capacity to the landlord, the site is virtually ready for occ'anancy and contains a longer lease term. In contrast, the previous property on Collins Avenue would have required the construction of a rooftop equipment shelter at a minimum cost of $300,000. After scouting multiple locations, the Fire Department's Public Safety Communications Division has emphasized the necessity for this location because the property is the preferred site on Collins Avenue to serve the network. Further, lease execution is the last step remaining before implementation of the public safety project, which is considered as a G.O. Bond "quick win." All costs associated with initial installation of the facility, including any building modifications, equipment, and installation, will be covered by funds already approved and allocated as part of tranche 1 of the G.O. Bond. Ongoing costs associated with the lease in subsequent years, like equipment maintenance and annual rent,will be budgeted by Fire on an annual basis. CONCLUSION Execution of this lease agreement and installation of a facility at the subject property is a required component of the City's modernization of its public safety communications network. Given the importance of ensuring the delivery of services that provide for the public's health, safety, and welfare, the Administration recommends that the Mayor and City Commission authorize execution of the negotiated lease, contingent upon review and approval by the City Attorney. Applicable Area Middle Beach Is this a Resident Right to Does this item utilize G.O. Know item? Bond Funds? No Yes Legislative Tracking Economic Development ATTACHMENTS: Description ❑ Resolution and Agreement Page 258 of 2557 ROOFTOP LEASE AGREEMENT This ROOFTOP LEASE AGREEMENT ("Agreement") is entered into and effective as of ("Effective Date"), by and between the FIFTY SIX SIXTY COLLINS AVE.CONDOMINIUM,INC., a Florida nonprofit corporation, having its principal place of business at 5660 Collins Avenue, Miami Beach, Florida 33140 ("LANDLORD"), and the CITY OF MIAMI BEACH, FLORIDA("CITY"or"Tenant"), a municipal corporation organized and existing under the laws of the State of Florida. RECITALS WHEREAS, LANDLORD owns and controls porti•.' -.'Qf the Property (as hereinafter defined) located at 5660 Collins Avenue, Miami Beach, Fl i,- si '3140; and WHEREAS, CITY desires to use and occu•, i:', - 4 + ortions of the Property for the construction, installation, location, operation, maintelt upgrade, and removal of Equipment(as hereinafter defined); and WHEREAS, the parties wish to enter into an agreement when y.�,L�,�ANDLORD will grant to CITY a right to lease the Leased Premises for public safety electroni ; d communications systems, and other improvements, with the right to construct, install, locatb' berate, maintain, repair, upgrade, and remove Equipt(as hereinafter defined)on the Propeand If WHEREAS, LANDLORD wa ,nts- represents that it has secured all necessary approvals to execute and carry out its dab szi7,r this Agreement. NOW, THEREFORE, this Agree .- is erbl90by and between LANDLORD and CITY, in and for the consideration and the 1.‘,,iite*VellirIls,c,pntained in this Agreement, the receipt and legal sufficiency of which is ackn. .;,.=;reed by bothirparties. 1. Rec . :,A-7,,_srecitals above are incorpor:.;;�,,,herein and made a material part of this Agreemr to �s 2. De nsThe foil" terms as used in this Agreement are defined as follows: Bd In " means tt i'!:* 1-story residential condominium building with approximately 91 " *: fit located ,the Property and known as the Fifty Six Sixty Collins Ave. minium, -- ;described in "e Declaration of Condominium, recorded it Offi ecords.= •.•k 7045, at Page 182, of the Public Records of Miami-Dade Coun n +''rtions of which are controlled by LANDLORD, and portions of which are . by LANDLORD to CITY pursuant to this Agreement. "Commencement Date" means XXXXXXX XX, 2019. "Equipment" means public safety electronics systems and facilities, including antennas, equipment, generators, transmission lines, transmitters cables, structures, equipment shelters or cabinets, meter boards, utilities, and related improvements. "Lease Term" means a period of twenty (20) years following the Commencement Date. Upon providing notice 60 days prior to the expiration of the current term, CITY shall have the option to renew for four(4)additional five (5)year renewal terms. City Page 262 of 2557 Landlord "Leased Premises" includes: • Rooftop Space—the exterior rooftop level of the Building referred to as the Cooling Tower Roof Area, as depicted in Exhibit A, for the installation of Equipment. • Equipment Room—an approximately 320 square foot enclosed area within an interior rooftop level of the Building referred to as the First Floor Roof, which area is more particularly identified in Exhibit B, for the installation of Equipment. • Generator Area — an area to be determined, such as the exterior area of the Building above the north parking garage and adjacent to the service entry , and more particularly identified in Exhibit C, for the installation of a permanent generator for shared use by the CITY and LANDLORD. • The Leased Premises shall include non-exclusive access to the Building's existing telephone distribu I'V,.. terns and facilities as well as vertical and horizontal risers and cos... : : in the Building for the limited purposes of installing electrical po :) r`the Equipment and connecting the Equipment to fiber optic cable at th- '-•.: ;;ding's demarcation point. y.i:,,, i�4.y- "Property" means the parcel of land that i'sY..,•,. . . ' Building located at 5660 Collins Avenue, Miami Beach, Florida 33140. „T4i ,. "Permitted Uses" means the construction, installati.R;)2cation, operation, maintenance, repair, replacement, and removal of Equip ! by CITY. In addition to the Equipm=kit..0..,,,„,7d on the Rooftop and in the Eqt ent Room, CITY shall have the ri• •- - ;permanent generator within the Generator Area of the Building. Fun "f L;. 'NDL.' • agrees that CITY shall be permitted to run electrical lines throug +!„i,.. e Pro.:,..,,: , or any other related infrastructure which the City deems necessa -deg 1:�:; c ure that the Equipment functions properly and to provide emergency .,a : i e 't • "Rent” means an amoun ''y.'cy- A.i to Thi Thousand and 00/100 dollars($35,000.00). Commencing on th= ,; -t anniversary of the Commencement Date, and at the beginning of each suc ,.`%'ng year thereafter during the Term of the Lease, the Rent shall be increased a ally in increments of three percent(3%). 3. Leased Premises; Diagram of Area. Effective upon the Commencement Date, LANDLORD leases to CITY the Leased Premises depicted in Exhibits A, B, and C,which Exhibits are attached and incorporated by reference into this Agreement. CITY acknowledges and agrees that it is accepting possession of the Leased Premises in `as-is' condition. 4. Rent. CITY shall pay to LANDLORD the Rent commencing on or before tl-,.. Commencement Date and each anniversary of the Commencement Date throughout the Lease Term. 5. Permitted Uses; Non-Exclusivity. During the Lease Term, LANDLORD grants to CITY the non-exclusive right to use the Leased Premises for the Permitted Uses; however, the CITY shall be entitled to exclusive use of the Equipment Room, subject to the limitations of section 8 herein. LANDLORD may lease to separate entities other areas of the Building outside of the Leased Premises. 2 City Page 263 of 2557 Landlord 6. Emergency Generator. As consideration for entering into this Agreement, the CITY agrees to install, and LANDLORD agrees to allow installation of, a permanent generator on the Property that will provide power for the Equipment in the event of a power outage during an emergency event. CITY agrees to make available, for use by LANDLORD, fifty (50) kilowatt of power from the generator in the event of a power outage during an emergency event. CITY shall operate and maintain the emergency generator throughout the term of the Lease, and LANDLORD agrees to reimburse to the CITY an amount equal to its pro rata share of expenses in connection with the operation and maintenance of the generator. In addition, LANDLORD agrees to reimburse the CITY a portion of fuel costs in connection with powering the generator, including in the event of a power outage and regular functionality testing periods. Notwithstanding use and operation of the emergency generator, CITY shall install a separate electric m; -r and establish an independent electric utility service account in order to pay for all elect ', `i.. rvice to the Equipment during normal operation when the emergency generator is .;.d `_roviding electrical power to the Equipment. T.Assignment, Sublease, and Licensing. With the e ception '•' GITY'S affiliates, licensees, or other governmental agencies, CITY shall not assign or encumber i 4 i' rest in this Agreement or in the Leased Premises,or sublease all or any part of the Leased Pre • " without LANDLORD's prior written consent, which consent shall not be unreasonably withheld, ; •itioned, or delayed. Should this Agreement be assigned to any entity other than the CITY's a t= , subsidiaries, or another governmental agency, LANI .ORD shall be free to renegotiate the t= tit of this lease. 8. Access. LANDLORD grants CI ° > of its respective employees, agents,and contractors the non-exclusive right of ingress an " r-*of ;+y.,the Leased Premises, including access over, ,• stairways, and drivewaysof the Building upon, through, and across the common •'- s,e =:fi_, qls, ys, and the Property, seven (7) days a weewenty- •••' 4) hours a day, without prior notice to LANDLORD, for the installation, maintenart ` ' " ansa-, -.ri:?i;Qf the Equipment. Upon execution of this Agreement, LANDLORD shall provide _with an :`' fi_ss key or other security device sufficient to enable full and complete access` In outside the Property into the Building and throughout the Leased Premises. 9. Lan., . iii::. '`',ij of Ent . LANDLORD m ;; 'enter upon the Leased Premises at all reaso :- imes for- -purpose of inspecting same, preventing waste, and for the purpose of preveno ;fire, theft, or • «plism. However, LANDLORD agrees to provide the City with twenty- four (24) s advanced 144. -, in writing, of Landlord's intent to enter the Leased Premises, unless the s. - to enter t " eased Premises is an emergency, which, if not immediately addressed, w•E i cause prop-4114,damage, loss of life, or injury to persons. Additionally, during such access, LA :!RD she F•t touch, make contact with, or interfere in any way with the Equipment, unlessssary fin emergency, as defined herein. As concerns the secured area within the Equip , . `�' " , LANDLORD shall notify the CITY on any occurrence that LANDLORD accesses : � Msed Premises when LANDLORD is not accompanied by an employee of the CITY. 10. Personal Property/Removal/ Restoration. Ail improvements, Equipment or other property attached to or otherwise brought onto the Leased Premises shall, at all times, remain the personal property of CITY and, at CITY's option, may be removed by CITY at any time during the Lease Term, provided, however, the Equipment shall be removed within ninety(90) calendar days after the termination or expiration of this Agreement. LANDLORD waives any and all rights it may have, including any rights it may have in its capacity as Landlord under this Agreement, to assert any liens, encumbrances, or adverse claims, statutory or otherwise, related to or in connection with the Equipment or a portion thereof. CITY, in its sole discretion, may remove the Equipment 3 City Page 264 of 2557 Landlord or any portion of the Equipment at any time during the Lease Term. CITY will not be required to remove from the Leased Premises or the Property any foundation or underground utilities. 11. Waiver of Claims and Rights of Subrogation. The parties hereby waive any and all rights of action for negligence against the other on account of damage to the Property or to the Leased Premises resulting from any fire or other casualty of the kind covered by property insurance policies with extended coverage, regardless of whether or not, or in what amount, such insurance is carried by the parties. All policies of property insurance carried by either party for the Equipment, Property, or the Leased Premises shall include a clause or endorsement denying to the insurer rights by way of subrogation against the other party to the extent rights have been waived by the insured before the occurrence of injury or loss, sk:, 12. Insurance. The CITY is self-insured for all potel,Y '[ability resulting from the CITY'S negligence in accordance with and subject to the limit. i;�,Section 768.28, Florida Statutes. The CITY maintains a self-insurance program that wi ..vid-'. • erage for all bodily injury and property damage claims which may, as it relates to the CITY'S :;;;occupancy, or maintenance of the Leased Premises, arise from the negligent acts of the CITY' _ .loyees or agents. Upon request, CITY agrees to provide LANDLORD with a notarized letter '. i*=racing the extent of its insurance coverage. '''` 13. Interference with CITY's Busiif,as. CITY shall have the non-exclusive``.. t to construct, install, and operate Equipment ince `,.,;``';communications equipment and equipment that emits radio frequencies. LANDLORD agr will not permit the construction, installation, or operation on the Property of any equi "' . 'Ge that directly interferes with the Permitted '1'1_,,?US@S. r:. , ti'r:., 14. Default. ` (a) Notice of Default: Cure Period. In the e' .l-that there is a default by LANDLORD or CITY (the"Defaulting Party")with respect to a of the material provisions of this Agreement or LArIl�aifd'S, or CITY's obligations u �; er this Agreement, the other party (the t s.; faiilii. ,'arty")shall give the Defau Party written notice of such default. After rr== ipt of such ..'„iii,.-n notice, the Defaulting Party shall have sixty (60) calendar days in • .t:. , to cure any ; ' -_ult. The Defaulting Party shall have such extended periods as may be`;; ' fired beyond 'r`;)sixty(60)calendar day cure period to cure any default if the nature of th= is such tha : reasonably requires more than sixty(60) calendar days to cure, and De .i';,'ng Party ences the cure within the sixty (60) calendar day period and thereafter 4 Q'i ttinuously diligently pursues the cure to completion.The Non-Defaulting Party may noir~;=_'ntai 'jy action or effect any remedies for default against the Defaulting Party unless a y ...., °366 Defaulting Party has failed to cure the same within the time periods provided i' •,:`Section. (b) Conseauences of CITY's Default. In the event that CITY is in default beyond the applicable periods set forth above, LANDLORD may, at its option, upon written notice: (i)terminate this Agreement provided that LANDLORD has been materially and substantially harmed by such default; (ii)take any actions that are consistent with LANDLORD's rights; or (iii)sue for injunctive relief, sue for specific performance, or sue for damages. In no event shall CITY be liable to LANDLORD for consequential, indirect, speculative, or punitive damages in connection with or arising out of any default. 4 City Page 265 of 2557 _Landlord (c) Consequences of LANDLORD's Default. In the event that LANDLORD is in default beyond the applicable periods set forth above,CITY may, at its option, upon written notice: (i)terminate this Agreement and vacate the Leased Premises without further obligation contained herein; (ii)perform the obligation(s) of LANDLORD specified in such notice, in which case any expenditures made by CITY in so doing shall be deemed paid for by the account of LANDLORD and LANDLORD agrees to reimburse CITY for said expenditures upon demand; (iii) take any actions that are consistent with CITY's rights; or (iv)sue for injunctive relief, sue for specific performance, or sue for damages. In no event shall LANDLORD be liable to CITY for consequential, indirect, speculative or punitive damages in connection with or arising out of any default. 15. Termination for Convenience. CITY shall have the right to terminate this Agreement, at its sole discretion, without cause and for convenience, at any time, by providing LANDLORD one hundred eighty(180) days written notice in advance of said termination. 16. Casualty and Condemnation. (a) In case of damage to the Building b _. ,,,,or other casualty, LANDLORD shall, at its expense, cause the damage to be req::". to a condition as nearly as practicable to that existing prior to the damage with rea=4R :ble speed,and diligence. In the event the damage is so extensive that LANDLORD •"44.E-s,in: asonable discretion, not to repair or rebuild the Building, this Agreement shall • q,- , i+": ed as of the date of such casualty, (b) If all or substantially all of the Property or the _;,-,-d Premises shall be taken in the exercise of condemnation, eminent domain, • her regulatory action by any governmental authority, then either party may term this Agreement by providing written notice to mer party within thirty(30)calendal` ys of such regulatory action, which termin �_::effective as of the date of thevesting of title in such taking. LANDLORD CITY s -"I each be entitled to pursue their own separate award with respect to suc 1ttung. In iii= event of any taking of less than all or substantially all of the Property or Leas:'?.•,.rem' Phis Agreement shall continue and LANDLORD and CITY each shall be entitl=.:<•,olt `4.=;',`m igr.own separate awards with respect to such taking. . :-, =: _tet 17. Surrender of the Property.`'' ;R,n the e ' Oon or early termination of this Agreement, CITY shall, within ninety (90) calendar •":; , remove i Equipment and restore the Leased Premises to its original condition, reasonable " : :and tear excepted. LANDLORD and CITY agree and acknowledge that all the Equipment is ,n,shall remain the personal property of the CITY. CITY shall have the right to remove the same, whether or not said items are considered fixtures and attachments to real property under applicable law. 18. Quiet Enjoyment, Title. and Authority. (a) LANDLORD covenants and warrants that: (i) LANDLORD has the authority to execute this Agreement and the power to grant the rights hereunder; (ii) LANDLORD holds title to the Leased Premises free and clear of any liens, mortgages, restrictions or other encumbrances that will interfere with the Permitted Uses of the Leased Premises; (iii) LANDLORD's execution and performance of this Agreement will not violate any laws, ordinances, covenants, or the provisions of any mortgage, license, or other agreement binding on LANDLORD; and (iv) CITY shall peaceably and quietly hold and enjoy the Leased Premises for the purposes as defined in this Agreement. 5 City Landlord Page 266 of 2557 _ (b) To LANDLORD's knowledge, the Building is properly permitted, and complies with all applicable laws, including all zoning, occupational, and permitting laws and requirements. The entire Property, including improvements, related HVAC, electrical, plumbing, and other building equipment: (I)will be maintained by LANDLORD in accordance with normal industry standards and practice; (ii)shall remain in working order adequate for normal operations; (iii)will remain in good operating condition and repair(subject to normal wear and tear); and (iv)will remain suitable for the purposes for which they are presently used. (c) LANDLORD covenants and agrees to, at all times during the Lease Term, maintain in good, sound, and substantial repair and condition, the Building upon which the Leased Premises is situated. 19. Sale of the Property. If LANDLORD sells all or pa 1'e Property of which the Leased Premises is a part,then such sale shall be under and s �.'71i.. .„,� .,this Agreement and CITY's rights hereunder. Any sale or transfer of real property whic+. <, "' may in the future be subdivided or otherwise separate from the Property and over wh " CI s.the right of access or utility connections to the Leased Premises will be subject to CITY's righ4sereunder. LANDLORD will notify CITY of any sale or transfer, and will cause the transferee toeis any document(s), in form acceptable to CITY, reasonably required by CITY to memorializ < s rights under this Agreement, and to ensure proper notice to such transferee. Each pa tees upon written request of the other to promptly execute such truthful estoppels, non !rbance and/or attomment agreements as may be `x :.sary in the event of any sale or transfNf the Property. 7 20. Successors and Assigns, The =aims rs Agreement shall constitute a covenant running with the Property for the benefit of CI ,,nd it 4 essors and assigns and shall extend to and bind the successors and assigns of the p- s her=- •`aitdd_upon each person having any interest therein derived through any owner thereofa ' :Y _e .0 21. Mortgages. In the event the Leased P =s is or sh fl be encumbered by a mortgage, LANDLORD shall obtain and furnish to Cl non-disturbance agreement for each such mortgage, in,f •_dable form. In the event the erty is currently encumbered by a mortgage at the tirr .-0-; _:.:•-i,•• , LANDLORD shall furnish tk TY a non-disturbance instrument in a form accep - to CI thirty(30)days following the Effective Date. 22. Titl-' lfurance. CIT/' t CITY's option, may obtain title insurance on the Leased Premises. LANDLOR r',:7 II cooperate' ° ' CITY's efforts to obtain title insurance by executing documents or obtaining r:-•!., -,sted locum:: !,'=tion as required by the title insurance company. 23. Landlord's _ ever. LA R.-ORD hereby waives and releases any and all liens, whether statutory or under cable I= n ,:. -' 'th respect to any of LANDLORD's personal property now or hereafter located on thO' ""g+ Premises_ Or 24. Recording. CITY shall have the right to record a memorandum of lease with the appropriate recordinC officer. LANDLORD shall execute and deliver such a memorandum, for no additional consideration, promptly upon CITY's request. 25. Entire Agreement; Governing Law; Time. This Agreement and the Exhibits, if any, attached hereto are incorporated herein and set forth the entire agreement between LANDLORD and CITY concerning the subject matter of this Agreement, and there are no other agreements or understandings between them regarding the Permitted Uses on the Leased Premises on the Property. This Agreement and its Exhibits may not be modified except by agreement in writing 6 City Landlord Page 267 of 2557 executed by LANDLORD and CITY. in the event of any conflict, the terms of this Agreement will govern over the provisions of any documents referenced hereto. 26. No Partnership. The parties hereby acknowledge that it is not their intention under this Agreement to create between themselves a partnership, joint venture, tenancy in common,joint tenancy, co-ownership, or agency relationship. Accordingly, notwithstanding any expressions or provisions contained herein, nothing in this Agreement, whether based on the calculation of rental or otherwise, shall be construed or deemed to create, or to express an intent to create, a partnership,joint venture, tenancy in common,joint tenancy, co-ownership or agency relationship of any kind or nature whatsoever between the parties hereto. The provisions of this section shall survive expiration of the Lease Term. 27. Interpretation. Any defined term in this Agreement $ ..be equally applicable to both the singular and the plural form of the term defined. The ,Y is not exclusive and shall mean "and/or" unless indicated otherwise and the word '1s not limiting and shall mean "including, without limitation." References to a Sectti or Eht,mean a Section or Exhibit contained in or attached to this Agreement unless specifically sated otherwise. The caption headings and numbering in this Agreement are for convenience and" , rence only and do not define, modify, or describe the scope or intent of any of the terms - Iis Agreement. This _ Agreement shall be interpreted and enforced in accordance with its provisi `Mand without the aid of any custom or rule of law requiring or suggesting construction against party drafting or causing the drafting of the provisio Aquestion. w. 28. Notice. All notices hereunder sh . ��, ,writing and shall be sent by courier or certified mail, return receipt requested. Notices are e i e ecei t,or upon attempted deliveryif delivery P � �.. P P P � is refused or if delivery is impossible use i.;;failure to provide reasonable means for accomplishing delivery. For purposes of th�}sree►i, t . - shall be provided to the following persons For LANDLORD For CITY: Fifty Six Sixty Collins Ave. Condominium, Inc. City Manager 5660 Collins Avenue City of Miami Beach Miami Beach, FL 33140 1700 Convention Center Drive Attention: President Miami Beach, FL 33139 With copy to: Darrin Gursky Besq Real Estate Division Gursky, Ragan, P.A. City of Miami Beach 1400 NE 1 ri Avenue, Suite 703 1700 Convention Center Drive Miami, FL 33132 Miami Beach, FL 33139 29. Applicable Law. Jurisdiction, Venue. This Agreement shall be construed in accordance with the laws of the State of Florida, regardless of conflict of law principles. Venue shall be in Miami-Dade County. 7 City Landlord Page 268 of 2557 30. Trial by Jury. LANDLORD AND CITY BOTH WAIVE THEIR RIGHT TO A JURY TRIAL FOR ANY ISSUE OR CONTROVERSY ARISING UNDER THIS AGREEMENT. 31. Validity. If any section, provision, clause, or portion of this Agreement is rendered void, invalid, or unenforceable, for any reason whatsoever, such a determination shall not render void, invalid, or unenforceable any other section, provision, clause, or portion of this Agreement. Any affected portion or provision shall be modified, amended, or deleted to the extent possible and permissible to give the fullest effect to the purposes of the parties and of this Agreement, and the parties hereby declare that they would have agreed to the remaining parts of this Agreement if they had known that such provisions or portions thereof would be determined to be illegal, invalid, or unenforceable. EXECUTION P ' �: 0 FOLLOW"** • x 1-1 8 City Landlord Page 269 of 2557 IN WITNESS WHEREOF, LANDLORD and CITY having read the foregoing and intending to be legally bound hereby, have executed this Agreement as of the Effective Date. LANDLORD: FIFTY SIX SIXTY COLLINS AVE. CONDOM IUM, INC. Witnesses By: rQY Name: Name: YLtJ Title: By: Name: :j • ' Tips; -4: STATE OF FLORIDA ) SS: Zi..• EW .� 'C-iir COUNTY OF MIAMI-DADE) '" I HEREBY CERTIFY that on this day, •t t- me, an officer duly authorized in the State of Florida a = '-Dade County to take ack�* ledgments, the foregoing instrument was ackno - ed •: ; , me by as • e "3-: of FIFTY SIX SIXTY COLLINS AVE. CONDOMINIUM, INC,, •..• •V'_r natty known to me or provided f•,a as evidence of identification '�f,r WITNESS my =� � =• i • 'ficial seal in the County and State last aforesaid this day of , 2019. Notary Public, State of Florida My Commission Expires: 9 City Landlord Page 270 of 2557 Attest: CITY OF MIAMI BEACH, FLORIDA Rafael E. Granado, City Clerk Delber, Mayor 49 APPROVED AS TO FORM AND LANGUAGE AND FOR EXECUTION • •i.-,,;- rF 4�'/ City Attorney Dated '„ 7r ..,. 4.41•,' i Ko STATE OF FLORIDA ,�: ..i t °.A'',,: >4 . COUNTY OF MIAMI-DADE ) • �7 '�" , I HEREBY CERTIFY that on ,;day, before me, an officer duly authorized in the State aforesaid and in the County aforesaid "hake acknowledgments, the foregoing instrument was acknowledged before me by Dan Gelber, as Mayor of the City of Miami Beach, Florida, who is personally known to me. WITNESS my hand and official seal in Miami-Dade County and State of Florida this day of , 2019. Notary Public, State of Florida My Commission Expires: 10 City Page 271 of 2557 Landlord EXHIBIT A ROOFTOP • „a. 47/ • • iia. 11 City Landlord Page 272 of 2557 EXHIBIT B FIRE PANEL ROOM /\f y " • �y • \ : .\\ 1•••'. . I '�C » y� , tr\> ±y/ ^ •„ • > * ., \` • ww§ k , =: 4,R • 12 Cr Page Landlord EXHIBIT C PROPOSED GENERATOR AREA c -- 1 + - _ — ikik•P ,' 4&:(1\ ''i‘ flIk . !dlio:.:iri,-4- \ y4PP11 ,' :,.` s � • ...„..0. *It ,. ..,i.- ., , .,.;------,, • , 4 1 y Y- ; y �;fi a' / r�'jr/ {`F r • . •. 0 A44/ ,,, .. ,ri_fr, 1:.-..:,„. - . -- , . .:.;,.... _ ,; ,t: :., 1 . ...s .1-.r - , ./._ Ikft Mal ¢ ':! • -_1_ j • II k,, i 't. I �. _ _ - _ 13 City Landlord Page 274 of 2557