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Aq m_Toj Tubao4 se paAoadde pue Jabeuew AqTD agq Aq papuammooaJ uaaq sq pue saT4Jed agq uaamqaq pa4eT4obau uaaq sug 4uatileaJ6v aseag a4eTJdoJdde UP isvaualim pue : a3Tjjo suoTqepTunmuloo oTtideab apiAaas TInj u JoJ pasn aq (x4 puP anuaAv uo4buTt4seM OULT 4e ' hell A4TJ 3TJ04sTH jo aooTJ Liqxis z-)tiq uo pa4pooT A4TD aq4 jo saT4TiToe3 pue sasTmaad uTeq.lao aseaT o4 saaTsap "oui 'sa4eToossv ubTsaci aabnv sanboef ' L6/ 6-6T '0N Tesodoad JOJ 4sanbed o4 quensand isvaualim VOIHUIJ IHDVal IWVIW lanNaAv NOLLONIHSVM OCT' IV GHIVD0q 'TIVH AIID DIdOISIH JO 1100rId HIXIS HHI NO JDVdS HDIJ,40 JO HSD HHI 1OJ 'DNI isaIvipossv N9I.SHG IJOflV san0Dvr UNV HDVJS IWVIW AO AIID JHI Naamiai INJWJJHEN HSVTI V aimaxa OI NH= AIID JHI GNV dOAVH HHI ONIZIHOHInV HDVJ IWVIW JO AIID JHI JO NOISSIHWOD AIID GNV HHI JO NOIIMOSJd V LcLoz- 6 ON NOIIMOSHH • , • �11 CITY OF MIAMI BEACH -2:-. ::. E IL OFFICE OF THE CITY MANAGER TELEPHONE(305)673-7010 FAX: (305)673-7782 COMMISSION MEMORANDUM NO. 141-93 Revised Date: April 8, 1993 TO: Mayor Seymour Gelber and Members of the City Commission FROM: Roger M. Cant City Manager • SUBJECT: LEASE AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND JACQUES AUGER DESIGN ASSOCIATES, INC. FOR THE USE OF OFFICE SPACE ON THE SIXTH FLOOR OF HISTORIC CITY HALL, LOCATED AT 1130 WASHINGTON AVENUE, MIAMI BEACH, FLORIDA ADMINISTRATION RECOMMENDATION: It is recommended that the City Commission approve a Resolution authorizing the proposed Lease agreement between the City of Miami Beach and Jacques Auger Design Associates, Inc. for the use of office space on the sixth floor of Historic City Hall, located at 1130 Washington Avenue, Miami Beach, Florida BACKGROUND: At the Commission Meeting of February 17, 1993, the Commission voted to accept the bid of Jacques Auger Design Associates, Inc. for the use of office space on the sixth floor of Historic City Hall, located at 1130 Washington Avenue, Miami Beach, Florida, and rejected all other bids. (Commission Memorandum No. 102-93, Agenda Item R-8-B) The City Commission has been advised that Jacques Auger Design Associates, Inc., desires to lease certain premises and facilities of the City located on the sixth floor of Historic City Hall, at 1130 Washington Avenue to be used for a full service graphic communications office. Attached hereto is a draft of the Lease Agreement which is subject to the continuing negotiations between the parties, regarding outstanding issues. This is to advise that amendments may be incorpororated at the Commission Meeting pending a final negotiation meeting between the City Manager and City Attorney and Jacques Auger Design Associates, Inc., currently scheduled for April 6, 1993. ANALYSIS: Under the proposed Lease Agreement, Jacques Auger Design Associates, Inc. will make rental payments to the City as follows; PERIOD SOUARE FOOTAGE & RATE MONTHLY PAYMENT ANNUAL PAYMENT 04/01/93 1,585 sq. ft / $12.00 $1,585.00 $19,020.00 thru 03/31/98 CONCLUSION: Since the City Commission clarified that the space in Historic City Hall should be leased in order to maximize revenues to the City and that the Lease Agreement includes a cancellation clause of 30 days upon written notice, subject to the finalization of negotiations regarding the above, the City Commission should endorse a Resolution approving the proposed Lease Agreement with Jacques Auger Design Associates, Inc. � 1 RMC:EC:JM :as AGENDA ITEM R - 7 - A DATE 4 - 8 - 93 LEASE AGREEMENT THIS LEASE AGREEMENT, made this 21544.'day ofA1 ( , 1993 , by and between the City of Miami Beach, a Florida Municipal Corporation, (hereinafter referred to as "Lessor") , and Jacques Auger Design Associates, Inc. , a Florida Corporation, (hereinafter referred to as "Lessee") . WITNESSET H: 1. Demised Premises. Lessor, in consideration of the rentals hereinafter reserved to be paid and of the covenants, conditions and agreements to be kept and performed by the Lessee, hereby leases, lets and demises to the Lessee, and Lessee hereby leases and hires from the Lessor those certain premises hereinafter referred to as the "Demised Premises" , located in the City of Miami Beach, Historic City Hall , at 1130 Washington Avenue, Miami Beach, Florida 33139 and more fully described as follows: A. One Thousand five hundred and eighty-five square feet (1, 585 Sq. Ft. ) on the sixth floor (total leasable space) . Such space on the sixth floor is specified as sixth floor plan on Exhibit "E" which is hereby made a part of this Lease Agreement. Such space leased to Lessee by Lessor shall be unfinished space and Lessor shall furnish electrical service, air conditioning services to the leased premises and two (2) parking permits for the tenants ' use in the adjacent parking garage, for each floor leased in Historic City Hall after the Lessee completes his leasehold improvements and provides to Lessor a copy of the Certificate of Occupancy. 2 . Term. The Lessee shall be entitled to have and to hold the Demised Premises for a term of five years, commencing on the 1st day of May, 1993 (Date of Execution) : and ending at Midnight on the 30th day of April , 1998 . 3 . Rent. 3 . 1 Rent shall begin to accrue on the date of issuance of a Certificate of Occupancy or July 1, 1993 , whichever occurs first, and will be due and payable in advance on the first day of the month. Rental shall be as follows: Twelve ($12 . 00) Dollars per square foot for space leased per year, payable in monthly installments. Such rental payments to include electrical service, air conditioning services to the leased premises and two (2) parking permits for the tenants ' use in the adjacent parking garage. 3 . 2 Rental for the Demised Premises of 1585 square feet on the sixth floor shall total nineteen thousand twenty ($19 , 020. 00) dollars per year payable in monthly installments of One thousand, five hundred, eighty-five ($1, 585. 00) , dollars. 3 . 3 In addition to the base rent of twelve ($12 . 00) dollars per square foot for space leased per year in the monthly installment rent as provided above, Lessee shall also pay to Lessor additional rent in the amount of $ . 552 dollars per square foot for space leased per year, or $72 . 91 per month, towards "Operating Expenses, " as hereinafter defined, and not to include those items already included within the base rental amount of $12 . 00 per square foot. "Operating Expenses" shall mean the total cost and expenses incurred in operating, repairing, maintaining and replacing the Common Facilities (hereinafter defined) actually used or the Common Facilities (hereinafter defined) actually used or available for use by the Lessee and its employees, agents, servants, customers and invitees, excluding only the items included within the base rental amount, but specifically including, without limitation, the cost for janitorial service, elevator repair and maintenance, temperature control and fire alarm repair and maintenance. "Common Facilities" shall mean all areas, space, equipment and special services provided by the Lessor for the common or joint use and benefit of the occupants of Old City Hall , their employees, agents, servants, customers and other invitees. The additional rent amount pursuant to this section shall be adjusted annually in proportion to changes in the Consumer Price Index (C. P. I . ) . The percentage 'rincrease shall be applied to the additional rent due, if any, to the subsequent lease year rental (including option terms) with the provision that any annual increase shall not exceed five (5%) percent. 4 . Sales Tax. Along with each installment of rent provided herein, the Lessee shall also pay to the Lessor the sales or privilege tax, 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. 5. Option to Extend or Renew. At the expiration of the original term hereof, provided the Lessee is current, in good standing, and free from default hereunder, the Lessee is hereby given the option to renew and extend this lease for one (1) additional term of five years to commence at 12 : 01 a.m. on the day following the last day of the lease term then in effect and to expire at Midnight on the last day of the fifth year thereafter. Lessee shall notify the Lessor of its plan to exercise its option for renewal at least one year prior to the expiration of the initial five year term. Subject to the criteria of City of Miami Beach Ordinance No. 92-2783 , at the discretion of the City Commission, the Lease may also be extended for one (1) additional subsequent five (5) year renewal term, provided the Lessee shall request the extension from lessor by writing the City Manager at least one (1) year prior to the expiration of the first renewal term, and that the Lease is in good standing. The rent for the option terms shall be the same as the rent for the original term, but subject to adjustment for cost of living, as follows: A. Rent for the option terms shall be adjusted annually in proportion to changes in the Consumer Price Index (C.P. I . ) . The C. P. I . index published during the first month of the first year of the initial lease term shall be compared with the C. P. I . index published during the last month of the fifth year of the initial lease term. B. The percentage increase shall be applied to the annual rental due to the Lessor for the first year of the option term. The increase as calculated for the first option term year shall not exceed five (5%) percent per year, or a cumulative of twenty-five (25%) percent, over the first five years, of the first term; thereafter the rental shall be adjusted annually comparing the C. P. I . index for the last month in each lease year with the C. P. I . index of the last month of the previous year and applying the increase, if any, to the subsequent lease year rental with the provision that any annual increase shall not exceed five (5%) percent. 6. Security Deposit. 6. 1 Concurrently with the execution of this Lease, the Lessee has deposited with the Lessor the sum of three thousand, three 2 ta LLyy{{ :"4 rlf hundred, seventy-six dollars and five cents ($3 , 376 . 05) for the full and faithful performance by the Lessee of each and every term, covenant and condition of this Lease. In the event that Lessee 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 Lessor may use, apply or retain the whole or any part of the Security so deposited for the payment of such rentals in default or any other sum which the Lessor may expend or be required to expend by reason of the Lessee' s default, including any damages or deficiency in the reletting of the Demised Premises, whether such damages or deficiency may accrue or after summary proceedings or other re-entry by Lessor. 6. 2 In the event that the Lessee shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the Security or any balance thereof shall be returned to the Lessee upon the expiration of the Lease and peaceful surrender of the Demised Premises. 6. 3 Lessor shall not be required to keep the Security in a segregated account and the Security may be commingled with other funds of Lessor and in no event shall the Lessee be entitled to any interest on the Security. 6. 4 In the event of a bona fide sale, subject to this Lease, the Lessor shall have the right to transfer the Security to the vendee for the benefit of the Lessee and the Lessor shall be considered by the Lessee free from all liability for the return of such Security, and the Lessee agrees to look to the new landlord or new Lessor solely for the return of the Security, if such Security is actually transferred, and it is agreed that this shall apply to every transfer or assignment made of the Security to any new landlord. 6. 5 The Security Deposit under this Lease shall not be assigned or encumbered by the Lessee without written consent of the Lessor. It is expressly understood that the issuance of a warrant and the re-entry to the Demised Premises by the Lessor for any default on the part of the Lessee, prior to the expiration of the term of this Lease, shall not be deemed such termination of this Lease as to entitle the Lessee to recovery of the Security and the Deposit shall be retained and remain the possession of the Lessor until the Lessee completes its leasehold improvements and provides the Lessor with a copy of the Certificate of Occupancy. 7 . Use and Possession of Demised Premises. 7 . 1 The Demised Premises shall be used by the Lessee as a full service graphic communications office and any and all activities related to the foregoing. Said premises shall be open for operation a minimum of five (5) days a week, with normal hours of operation being from 9 : 00 A.M. to 5: 00 P.M. These days and hours of operation shall not be otherwise extended or shortened without the prior written approval of the City Manager, which approval shall not be unreasonably withheld. Lessor acknowledges that Lessee frequently works at night and during weekends. Nothing herein contained shall be construed to authorize hours contrary to the laws governing such operations. 7 . 2 It is understood and agreed that the Premises shall be used by the Lessee during the term of this Lease only for the above purpose, and for no other purposes or uses whatsoever. Lessee will not make or permit any use of the premises which, directly or indirectly, is forbidden by public law, ordinance or government regulation which may be dangerous to life, limb or property. Lessee may not commit waste on the premises, use the premises for any illegal purpose, or commit a nuisance on the premises. In the event that the Lessee uses the premises 3 for any purposes not expressly permitted herein, then the Lessor may terminate the Lease, subject to the curative periods set forth in paragraphs 18 . 1. 4 and 18 . 1. 5 below, or without notice to Lessee, restrain such improper use by injunction or other legal action. 8. Improvements. 8 . 1 Lessee shall, at its own cost and expense, construct or cause to be constructed, all improvements to the property reasonably necessary for it to carry on its permitted use as set forth above. The plans for such improvements shall be submitted to the Lessor for the Lessor' s consent, which will not be unreasonably withheld or delayed. All permanent (fixed) improvements to the Demised Premises shall remain the property of the Lessor upon termination of the Lease. Upon the lawful termination of the Lease, all personal property and trade fixtures may be removed by the Lessee from the premises without damage to the premises. The failure of Lessee 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 Lessee. Lessee 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 Lessor. Any and all permits and or licenses required for the installation of improvements shall be the sole responsibility of Lessee. 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 . 9 . Lessor' s Right of Entry. 9 . 1 The Lessor, 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 the same, preventing waste, making such repairs as the Lessor may consider necessary and for the purpose of preventing fire, theft or vandalism. Nothing herein shall imply any duty on the part of the Lessor to do any work which under any provisions of this Lease the Lessee may be required to perform, and the performance thereof by the Lessor shall not constitute a waiver of the Lessee ' s default. 9 . 2 If the Lessee shall not be personally present to open and permit entry into the leased space at any time, for any reason, any entry thereon shall be necessary or permissible, the Lessor, or its agents, may enter the Demised Premises by master key, or may forcibly enter the leased space without rendering the Lessor or such agents liable therefor (if during such entry the Lessor or its agent or agents shall accord reasonable care to the Lessee ' s property) , and without in any manner affecting the obligations and covenants of this Lease. 9 . 3 Lessee shall not change the locks to the Demised Premises without the prior written consent of Lessor and in the event such consent is given Lessee shall furnish Lessor duplicate keys to said locks in advance of their installation. 10. Lessee' s Insurance. 10. 1 The Lessee shall , at its own expense, comply with all insurance requirements of the Lessor. It is agreed by the parties that the Lessee shall not occupy the premises until proof of the following insurance coverages have been furnished to and approved by the City' s Risk Manager: 1. ) Comprehensive General Liability in the minimum amount of $500, 000 per occurrence for bodily injury and property damage. contractual liability coverage is to be 4 • included. The city of Miami Beach must be named as an additional insured on this policy. 2 . ) Workers ' compensation and employers ' liability coverage per Florida statutes. 3 . ) All-Risks property and casualty insurance, written at replacement cost value and with replacement cost endorsement, covering all of Lessee' s personal property in the Demised Premises (including, without limitation, inventory, trade fixtures, floor coverings, furniture and other property removable by Lessee under the provisions of the Lease) and all leasehold improvements installed in the Demised Premises by or on behalf of Lessee. The requirement to obtain such property and casualty insurance coverage shall be subject to the availability of same for real property located in the City of Miami Beach, following Hurricane Andrew. 10 . 2 Proof of these coverages must be provided by submitting original certificates of insurance. All polices must provide thirty (3 0) days written notice of cancellation to the City ' s Risk manager at 1700 Convention Center Drive, Miami Beach, Florida, 33139 . The insurance companies providing the above coverages are subject to the approval of the City' s risk manager. The city' s risk manager shall have the right to reasonably increase the amounts and type of insurance coverage required. 10. 3 The cost of insurance required to be carried by Lessee in this section shall be deemed to be additional rent hereunder. 11. Taxes and Assessments. 11. 1 For the purposes of this paragraph and other provisions of this Lease: 11. 1. 1 The term "Taxes" shall mean (i) the real estate taxes and 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 Lessor in obtaining a reduction of any such taxes or assessments. 11. 1. 2 The term "Tax Year" shall mean the period of 12 calendar months beginning January first. 11. 1. 3 The term "Tenant' s Proportionate Share" shall mean the ratio that the square footage of the Premises bears to the square footage of the entire building. 11. 2 Lessee shall pay for such Tax Year an amount ("Tax Payment") equal to Lessee ' s Proportionate Share of the Taxes, if any, for such Tax Year. if a Tax year ends after the expiration or termination of the term of this Lease, the Tax Payments therefore shall be prorated to correspond to that portion of such Tax Year occurring within the term of this Lease. The Tax Payment shall be payable by Lessee within ten (10) days after the receipt of a demand from the Lessor therefore, which demand shall be accompanied by a copy of the tax bill (s) or other evidence of such taxes issued by the taxing authorities, together with Lessor' s computation of the Tax Payment. 12 . Assignment and Subletting. 12 . 1 Lessee shall not have the right to assign or sublet the premises, in whole or in part, without the written consent of Lessor. Such written consent is not a matter of right and Lessor is not obligated to give such consent. If granted as provided herein, the making of any assignment or sublease will not release Lessee from any of its obligations under this 5 Lease. A sale or transfer of a majority interest of the stock of a corporate Lessee shall be deemed an assignment, and such sale or transfer shall not be made without the prior consent of Lessor. Lessee is prohibited from assigning or subletting this Lease to any person or entity which is not of the same or higher financial responsibility as Lessee. 12 . 2 Any consent by the Lessor 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 Lessee or the legal representatives or assigns of the Lessee, to obtain from the Lessor consent to any other or subsequent assignment, or as modifying or limiting the rights of the Lessor under the foregoing covenants of the Lessee 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 violation of such provision by the Lessee, it being the intention and meaning of the parties hereto, that the Lessee shall assume and be liable to the Lessor 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 Lessor 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 than the Lessee, the Lessor, in the event of the Lessee ' s default, may, and is hereby empowered to, collect rent from the under-tenant or occupants; in either of such events, the Lessor 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 Lessee from the further performance of the covenants herein contained on the part of the Lessee. 13 . Maintenance and Repair. 13 . 1 Lessee 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. Lessor shall be responsible for the maintenance of the roof, the exterior of the building, the structural electrical and plumbing (other than plumbing surrounding kitchen sink) , the common areas and the chilled water supply system. 13 . 2 All damage or injury of any kind to the Demised Premises and to its fixtures, glass, appurtenances, and equipment or to the buildings fixtures, glass, appurtenances and equipment, except damage caused by the wrongful acts or negligence of the Lessor, shall be the obligation of Lessee, and shall be repaired, restored or replaced promptly by Lessee at its sole cost and expense to the satisfaction of Lessor. 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 Lessee fails to make such repairs or restorations or replacements, the same may be made by the Lessor, at the expense of Lessee, and all sums spent and expenses incurred by Lessor shall be collectable as additional rent and shall be paid by Lessee within ten (10) days after rendition of a bill or statement thereof. In all other respects, the property is being leased in its present "as is" condition, subject to Lessor' s obligations under the RFP. 6 13 . 5 It shall be Lessee ' s obligation to insure that any renovations and/or improvements made by Lessee to the premises comply with all applicable building codes and life safety codes of governmental authorities having jurisdiction, except as to the roof and exterior. 14 . Governmental Regulations. The Lessee 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 and City governments, and any and all of their departments and bureaus applicable to the premises and shall also comply with and fulfill all rules, orders, and regulations for the prevention of fire, all at Lessee' s own cost and expense. The Lessee shall pay all cost, expenses, claims, fines, penalties, and damages that may be imposed because of the failure of the Lessee to comply with this paragraph, and shall indemnify the Lessor from all liability arising from each non-compliance. 15. Liens. Lessee will not permit any mechanics, laborers, or materialman' s liens to stand against the leased premises or improvements for any labor or materials to Lessee or claimed to have been furnished to Lessee ' s agents, contractors, or sub-lessees, 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 Lessee, provided however, Lessee shall have the right to contest the validity or amount of any such lien or claimed lien. In the event of such contest, Lessee shall give the Lessor reasonable security as may be demanded by lessor to insure payment thereof and prevent sale, foreclosure, or forfeiture of the premises or improvements by reason 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 Lessee within ten (10) days of written notice from Lessor, or Lessee may "bond off" the lien according to statutory procedures. Lessee will immediately pay any judgement rendered with all proper cost and charges and shall have such lien released or judgement satisfied at Lessee ' s own expense. 16. Enforcement. Lessee agrees to pay the rent herein reserved at the time and in the manner aforesaid, and should said rent herein provided, at any time remain due and unpaid for a period of fifteen (15) days after the same shall become due, the Lessor may exercise any or all options available to it hereunder, which options may be exercised concurrently or separately or the Lessor 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 period 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, 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 Lessee 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. 7 17 . 2 Except as hereunder provided, Lessee shall not be entitled to participate in the proceeds of any award made to the Lessor in any such Eminent Domain proceeding, excepting, however, the Lessee shall have the right to claim and recover from the condemning authority, but not from the Lessor, such compensation as may be separately awarded or recoverable by Lessee in Lessee ' s own right on account of any and all damage to Lessee' s business by reason of the condemnation and for or on account of any cost or loss which Lessee might incur in removing Lessee' s furniture and fixtures. 18 . Default. 18 . 1 At the Lessor' s option, any of the following shall constitute an Event of Default under this Lease: 18 . 1. 1 The rent or any installment thereof is not paid promptly when and where due within fifteen (15) days of due date and if Lessee shall not cure such failure within five (5) days after receipt of written notice from Lessor 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 Lessee 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 (3 0) days after the receipt of written notice from Lessor specifying any such default; or such longer period of time acceptable to Lessor; 18. 1. 5 Receipt of notice of violation from any governmental authority having jurisdiction dealing with a code, regulation, ordinance or the like, which remains uncured for a period of thirty (30) days from its issuance, or such longer period of time acceptable to Lessor. 18 . 1. 6 Any petition is filed by or against Lessee 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 Lessee shall become insolvent or make transfer in fraud of creditors; 18 . 1. 8 Lessee becomes mentally incompetent; 18 . 1. 9 Lessee shall make an assignment for benefit of creditors; 18 . 1. 10 A receiver is appointed for Lessee by any court and shall not be dissolved within thirty (3 0) days thereafter; or 18 . 1. 11 The leasehold interest is levied on under execution. 19 . Lessor' s Rights on Default. 19 . 1 In the event of any default by Lessee as provided herein, Lessor 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; 8 19 . 1. 1 Terminate this Lease, in which event Lessee shall immediately surrender the Demised Premises to Lessor, but if Lessee shall fail to do so Lessor may, without further notice, and without prejudice to any other remedy Lessor may have for possession or arrearages in rent or damages for breach of contract, enter upon Demised Premises and expel or remove Lessee and his effects in accordance with law, without being liable for prosecution or any claim for damages therefore and Lessee agrees to indemnify Lessor for all loss and damage which Lessor may suffer by reason of such Lease termination, whether through inability to re-let the "Demised Premises, or through decrease in rent, or otherwise. 19 . 1. 2 Declare the entire amount of the 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 Lessee agrees to pay the same at once, together with all rents therefore due, at the address of Lessor; 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 rent 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 Lessee, by force if necessary, without being liable to prosecution or (e any claim for damages therefor, remove Lessee ' s property therefrom, and re-let the premises, or portions thele of, for such terms and upon such conditions which Lessor deems, in its sole discretion, desirable, and to receive the rents therefor, and Lessee shall pay Lessor any deficiency that may arise by reason of such reletting, on demand at any time and from time to time at the office of Lessor; and for the purpose of re- letting, Lessor 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 therefor from rents resulting from re-letting, and (iii) Lessee shall pay Lessor any deficiency as aforesaid. 19 . 1. 4 Take possession of any personal property owned by Lessee on said Demised premises and sell the same at public or private sale, and apply same to the payment of rent due, holding the Lessee 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 Florida from the date when the same was payable by the terms hereof, until the same shall be paid by Lessee. Any failure on Lessor' s behalf to enforce this paragraph 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 Lessee shall default in making any payment of monies to any person or for any purpose as may be required hereunder, Lessor may pay such expense but Lessor shall not be obligated to do so. Lessee upon Lessor' s paying such expense shall be obligated to forthwith reimburse Lessor for the amount thereof. All sums of money payable by Lessee to lessor hereunder shall be deemed as rent for use of the Demised Premises and collectible by Lessor form Lessee as rent, and shall be due from Lessee' to Lessor on the first day of the month following the payment of the expense by Lessor. 9 19 . 1. 7 The rights of the Lessor under this Lease shall be cumulative but not restrictive to those given by law and failure on the part of the Lessor to exercise promptly any rights given hereunder shall not operate to waive or to forfeit any of the said rights. 20. Indemnity Against Costs and Charges. 20. 1 The Lessee shall be liable to the Lessor for all costs and charges, expenses, reasonable attorney' s fees, and damages which may be incurred or sustained by the Lessor, by reason of the Lessee ' s breach of any of the provisions of this Lease. Any sums due the Lessor under the provisions of this Item shall constitute a lien against the interest of the Lessee and the Demised Premises and all of Lessee ' s property situated thereon to the same extent and on the same conditions as delinquent rent would constitute a lien oft- said premises and property. 20. 2 I f Lessee shall at any time be in default hereunder, and if Lessor shall deem it necessary to engage an attorney to enforce Lessor' s rights and Lessee ' s obligations hereunder, the Lessee will reimburse the Lessor 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 Lessee shall be liable for expenses incurred at both the trial and appellate levels. 21. Indemnification Against Claims. 21. 1 The Lessee shall indemnify and save the Lessor harmless from and against any and all claims or causes of action (whether groundless or otherwise) by or on behalf of any persons, 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 Lessees, or any employee, agent, invitee, or guest, assignee or sub-tenant of the Lessee; 21. 1. 2 Any misuse, neglect, or unlawful use of the Demised Premise or the building in which the Demised Premises is located or any of its facilities by Lessee, or any employee, agent, invitee, or guest, assignee or sub-tenant of the Lessee, but not to include trespassers upon the Demised Premises ; 21. 1. 3 Any breach, violation, or non-performance of any undertaking of the Lessee under this Lease; 21. 1. 4 Anything growing out of the use or occupancy of the Demised Premises by the Lessee or anyone holding or claiming to hold through or under the Lessee. 21 . 2 Lessee agrees to pay all damages to the Demised Premises or other facility used in connection therewith, caused by the Lessee or any employee, guest, or invitee of the Lessee. 22 . Signs and Advertising. Without the prior written consent of Lessor, Lessee shall not permit the painting and display of any signs, plaques, lettering or advertising material of any kind on or near the Demised Premises. Signage shall be limited to ground floor lobby directory, floor lobby directory, and any door to Demised Premises. All ' signage shall comply with signage standards established by Lessor. 10 23 . Effect of Conveyance. The term "Lessor" as used in this 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 Lessor shall be and hereby is entirely freed and relieved of all covenants and obligations of the Lessor 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 Lessee has assumed and agreed to carry out all covenants and obligations of the Lessor hereunder. 24 . Damage to the Premises. 24 . 1 The building in which the Demised Premises are located is insured under Lessor' s fire insurancev policy. If the Demised Premises shall be damaged by the elements or other casualty not due to Lessee ' s negligence, or by fire, but are not thereby rendered untenantable in whole or in part, and such damage is covered by Lessor' s Insurance, if any, (hereinafter referred to as "such occurrence") , Lessor 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 premises shall be rendered untenantable only in part, Lessor 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 premises rendered untenantable; provided however, if the premises are by reason of such occurrence, rendered more than 50% but less than 100% untenantable, Lessor shall promptly obtain a good faith estimate of the time required to render the premises tenantable. If such time exceeds four (4) months, the Lessee shall have the option of canceling this lease, which option shall be exercised by Lessee in writing within ten (10) days of receipt of notice of same from Lessor. 24 . 2 If the premises shall be rendered wholly untenantable by reason of such occurrence, the lessor shall utilize the insurance proceeds to cause such damage to be repaired and the rent meanwhile shall be abated in whole; provided, however, that Lessor shall have the right, to be exercised by notice in writing delivered to Lessee within sixty (60) days from and after said occurrence, to elect not to reconstruct the destroyed 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 premises shall be rendered wholly untenantable, the Lessee shall have the right, to be exercised by notice in writing, delivered to Lessee within thirty (3 0) days from and after said occurrence, to elect to terminate this lease, the rent to be adjusted accordingly. Notwithstanding any clause contained in this paragraph, if Lessor becomes self insured or the damage is not covered by Lessor' s insurance, then Lessor shall have no obligation to repair the damage, but Lessor shall advise Lessee in writing within thirty (30) days of the occurrence giving rise to the damage and of its decision not to repair, and the Lessee may, at any time thereafter, elect to terminate the lease, and the rent shall be adjusted accordingly. 25. Quiet Enjoyment. The Lessee shall enjoy quiet enjoyment of the premises and shall not be evicted or disturbed in possession of the premises so long as Lessee complies with the terms of this Lease. 11 26. Waiver. 26. 1 It is mutually covenanted and agreed by and between the parties hereto that the failure of Lessor 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 Lessor to declare a forfeiture on account of the violation of such term if such violation be 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 Lessee to Lessor 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 Lessor. 27 . Addresses for Notices. The addresses for all notices required under this Lease shall be as follows, or at such other address as either party shall, in writing, notify the other: LESSOR: City Manager City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 With a copy to: City Attorney City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 LESSEE: Claudia Auger Jacques Auger Design Assoc. , Inc. 1130 Washington Avenue Miami Beach, FL. 33139 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 . Location for Payments. All rent or other payments due hereunder shall be paid to the City manager or his duly appointed designee at the following address: City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 29 . Historic Nature of the Building. While Historic City Hall has been designated a local Historical site in accordance with Section 26-5. 13 (3) of the Miami Beach Zoning Ordinance No. 1891 and has been qualified by the United States Department of the Interior as a "Certified Historical Structure" this in no way implies that the Lessor grants nor promises any Federal credit or other tax advantage of any kind by any source to the Lessee on the Lessee ' s leasehold improvements or use of the Demised Premises. Lessor specifically does not warrant or represent the existence or feasibility of any such tax advantage to 12 I w • Lessee. Lessee acknowledges, understands and agrees that obligation g it is Lessee ' s sole obli g n to review the tax consequences of putting leasehold improvements in a "Certified Historical Structure" with Lessee ' s accountants and/or attorneys. 30. Entire and Binding Agreement. 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, contained herein covenants and conditions shall inure to the benefit of and be binding upon Lessor and Lessee and their respective p e successors and assigns, except as may be otherwise expressly providedthis Lease. p Y in 31. Provisions Severable. If any term or provision of this Lease or the application thereof to any person or circumstancepp anon 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 ed to the fullest extent permitted by law. 32 . Captions. The captions contained herein are for the convenience and reference only and shall not be deemed apart of this mannerP Lease or construed as in any limiting or amplifying the terms and provisions of this Lease to which they relate. 33 . Number and Gender. Whenever used herein, the singular number shall include plural and theplural shall the include the singular, and the use of one gender shall include all genders. 34 . Governing Law. This Lease shall be governed by and construed in accordance with the law of the State of Florida. 35. Attorney' s Fees. In the event of litigation or arbitration arisingout of the terms and conditions of this Lease, the prevailing party shall be entitled to collect reasonable attorneys fees and costs from the losing party. 36. Arbitration. Any controversy or claim for money damages arisingout of or relating to this Agreement, or • g the breach hereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and the arbitration award shall be final and bindingupon the parties hereto and subject to no p appeal , and shall deal with the question of the costs of arbitration and all matters related thereto. In that regard, the parties shall mutually but to the extent select one arbitrator ► the parties cannot agree upon the arbitrator, then the American Arbitration Association shall appoint one. Judgement upon the award d rendered may be entered into any court having jurisdiction, or application may be made to such court for an ordeof enforcement. Any controversy or claim other than a controversy or claim for money damages arisingout of or relating to this Agreement, g or the breach hereof, including any controversy or claim relating to the right to eviction or ejectment shall be settled by litigation and not arbitration. 13 • 37 . Limitation Of Liability. The Lessor desires to enter into this Agreement only if in so doing the Lessor can place a limit on Lessor' s liability for any cause of action for money damages due to an alleged breach by the Lessor 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) . Lessee hereby expresses its willingness to enter into this Agreement with the Lessee ' s recovery from the Lessor 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, Lessee hereby agrees that the Lessor shall not be liable to Lessee for damages in an amount in excess of Ten Thousand ($10, 000. 00) Dollars for any action or claim for breach of contract arising outs of the performance or non-performance of any obligations imposed upon the Lessor by this Agreement. Nothing contained in this paragraph or elsewhere in this Agreement is in any way intended to be a waiver of the limitation placed upon Lessor' s liability as set forth in Florida Statutes, Section 768 . 28 . 38 . Surrender Of The Premises. The Lessee 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 Lessor the Demised Premises, together with any and all equipment, fixtures, furnishings, appliances or other personal property located at or on the Premises and used by Lessee in the maintenance, management or operation of the Demised Premises, excluding any trade fixtures or personal property which can be removed without material injury to the 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 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 Article is removable by Lessee on or at the Premises upon the termination of this Lease and is not so removed may, at the option of the Lessor, be deemed abandoned by the Lessee, and either may be retained by the Lessor as its property or may be removed and disposed of at the sole cost of the Lessee in such manner as the Lessor may see fit. If the Premises and personal property be not surrendered at the end of the term as provided in this article, the Lessee shall make good to the Lessor all damages which the Lessor shall suffer by reason thereof, and shall indemnify the Lessor against all claims made by any succeeding tenant or purchaser, so far as such delay is occasioned by the failure of the Lessee to surrender the Premises as and when herein required. 39 . Time Is Of The Essence. Time is of the essence in every particular and particularly where the obligation to pay money is involved. 14 S • IN WITNESS WHEREOF, the parties hereto have caused these presents to be signed by the respective duly authorized offic and the espe 've corporate seals to be affixed this day of 1993. ATTEST: CITY OF MIAMI BEACH , Pi ._______- .icA,..„vii e.1.......... BY: CITY CLERK MAYOR WITNESSES: ( LESSEE ' / / ide4.4 . ikot. BY: 1, . 421�I— .., PRESI1 01 / ..44. 1.4aIlIf / 0 eV\-- (:,/ LY FOM APPROVED LEGAL DEPT. - Aa, g.BY (CORPORATE SEAL) Dat\' VAPr�� �r�� jm\a:lease.hch 15 • . 1 8..• ..1 •IP a• e*;":".-• •...,/ , %-t I 11 ill + .j L� .alt u O'vLZ O,,,tiC( • - ...:4„--45-`-'•- ` . • k ' r--------71 il.....,!.. .6.**!;. ....---....—..,, /I -ia-z —- • —2:- -in— • ,-- ._._..... [ . ij :--a • - j i .. . •.--_________, . - -4:L''aj . y. .......,...s. Nil , •• ' . 4. • -• .14 i—elL!..:. - ..... -111:2 1 -."-'-----.--H , v-...r, ' `' -..--.--.i• •.. ....- • .----: .___. ,..._____.1 , \, .._____, ..ri-__ . li -. : ...:::, .,.,..,., ,-.:::: ., ,:=,--,--t1-___--). 4-, .v:: id ...:'2::. ..• ............. _ . ,,--.. .....711-1'_::-...' :—.7'---:. , it A. 7 /..4, 4:•..1 — 111 1111 t"----Hir • _ _ , Jr :1.., •♦!••-r- :".. ^•-Int• ll ' 1.: .---/ •• ver _/ M .� J K `': I GCS/'tl,Ir A r f J OM G+xTf- rL-CSCR RfrLE`'E^ CErL.►`4., or , y -- r; ;,- , c •;•_ art ArriCiviC M • •, t - V1tlV 11YL1L 11111- RESOLUTION NO. 93-20757 Authorizing the Mayor and the City Clerk co execute a lease agreement between the City of Miami Beach and Jacques Auger Design Associates, Inc. for the use of office space on the sixth floor of Historic City Hall, located at 1130 Washington Avenue, Miami Beach, Florida.