2004-25607 ResoRESOLUTION NO. 2004-2_5607
A RESOLUTION OF THE MAYOR AND CITY COMMISSION
OF THE CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING
THE MAYOR AND CITY CLERK TO EXECUTE A LEASE
AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND
OMNI CREDIT SERVICES OF SOUTHEAST FLORIDA, INC.
FOR USE OF SUITE 200, COMPRISING APPROXIMATELY
886 SQUARE FEET OF CITY-OWNED PROPERTY,
LOCATED AT 1701 MERIDIAN AVENUE (A/WA 777 - 17TM
STREET) MIAMI BEACH, FLORIDA, FOR A THREE
HUNDRED SIXTY-FOUR ' (364) DAY TERM,
RETROACTIVELY COMMENCING ON JULY 1, 2004, AND
ENDING ON JUNE 29, 2005
WHEREAS, in January 2002, the Mayor and City Commission authorized the
purchase of the property located at 1701 Meridian Avenue (a/k/a 777-17th Street), Miami
Beach, Florida (the Property); and
WHEREAS, at the time the City acquired the Property, EDAW, Inc. was occupying
Suite 200 (the Demised Premises), encompassing approximately 886 square feet of the
Property, pursuant to the provisions of an existing Lease Agreement that was set to expire
on June 30, 2004; and
WHEREAS,
Demised Premises
continued to sublet
in October 2003, EDAW, with the City's approval, subleased the
to Omni Credit Services of Southeast Florida, Inc (Omni), which has
same since that time; and
WHEREAS,
Lease Agreement,
Demised Premises,
in light of the pending June 30, 2004 termination date of EDAW's
Omni approached the City requesting to continue to occupy the
for a term not to exceed one (1) year; and
WHEREAS, the City Administration and Omni have negotiated a three hundred
sixty-four (364) day lease, for Omni's'continued occupation of the Demised Premises, for
administrative offices to conduct customer service and collection related operations; and
WHEREAS, the City does not have any immediate plans for the use of the
Demised Premises, nor foresees the need for the use of same over the following one year
period; and
WHEREAS, the preservation of this short term office tenancy will allow the City to
maintain its current revenue stream and continue to pay down debt service on the
Property; and
WHEREAS, Section 82-39 of the Miami Beach City Code, governing the sale/lease
of public property, does not apply since the term of the proposed lease is for a period of
less than one (1) year.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Clerk
be authorized to execute a Lease Agreement between the City of Miami Beach and Omni
Credit Services of Southeast Florida, Inc. for use of Suite 200, comprising approximately
886 square feet of City-owned property located at 777 17th Street, Miami Beach, Florida,
for a three hundred sixty-four (364) day term, retroactively commencing on July 1, 2004,
and ending on June 29, 2005.
PASSED and ADOPTED this 7th
AT,/,)TEST:
day of July, 2004.
JMG\CMC\JD\rlr
F:~DDHP~$ALL~ASSE%777-17th Street~EDAW~Omni Lease. RES.doc
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
City Attome~-~
Date
CITY OF MIAMI BEACH
COMMISSION ITEM SUMMARY
Condensed Title:
A Resolution authorizing the Mayor and City Clerk to execute a Lease Agreement between the City and
Omni Credit Services of Southeast Florida, Inc. for use of Suite 200 (886 Square Feet) of City-owned
property, located at 1701 Meridian Avenue (a/k/a 777 - 17t' Street) for a 364 day term, retroactively
commencing on July 1, 2004, and ending on June 29, 2005.
Issue:
IShall tt~e Mayor and City Commission approve the Lease Agreement with Omni Credit Services of I
Southeast Florida, Inc?
I
Item Summary/Recommendation:
In January 2002, when the City acquired the property located at 1701 Meridian Avenue, also known as
777-17th Street, EDAW, Inc. was then occupying, Suite #200, pursuant to the provisions of an existing
Lease Agreement that was set to expire on June 30, 2004. In October 2003, EDAW, with the approval of
the City, subleased Suite #200 to Omni Credit Services of Southeast Florida, Inc. (Omni) which has
continued to sublet same since that time. EDAW had the option to extend their Lease term for a 2 year
period but opted not to do so. In light of the expiration of EDAW's Lease, Omni approached the City
requesting to continue to occupy Suite #200, for a term not to exceed one (1) year. The City
Administration and Omni have agreed to a full rate of $27.18 per square foot, which is at or above the
current market rate, and is in keeping with the rates (as increased by 3%) that EDAW would be paying the
City, if they had exercised their option. Since the proposed term is for less than one (1) year, the
provisions of City Code Section 82-39 (a/k/a Shapiro Ordinance) do not apply.
Administration recommends adoption of the Resolution.
Advisory Board Recommendation:
N/A
Financial Information:
Amount to be expended: None
Source of ~i
F u n d s: ~ ~'~' ~
Finance Dept.
AGENDA ITEM
DATE
CITY OF MIAMI BEACH
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139
www.ci.miami-beach .fl .us
COMMISSION MEMORANDUM
To:
From:
Subject:
Mayor David Dermer and Date: July 7, 2004
Members of the City Commission
Jorge M. Gonzalez ~ ~ ~'
City Manager
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, AUTHORIZING THE MAYOR AND CITY CLERK TO
EXECUTE A LEASE AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND
OMNI CREDIT SERVICES OF SOUTHEAST FLORIDA, INC. FOR USE OF SUITE
200, COMPRISING APPROXIMATELY 886 SQUARE FEET OF CITY-OWNED
PROPERTY, LOCATED AT 1701 MERIDIAN AVENUE (A/K/A 777 - 17TM STREET)
MIAMI BEACH, FLORIDA, FOR A THREE HUNDRED SIXTY-FOUR (364) DAY
TERM, RETROACTIVELY COMMENCING ON JULY 1, 2004, AND ENDING ON
JUNE 29, 2005.
ADMINISTRATION RECOMMENDATION
Adopt the Resolution.
ANALYSIS
In January of 2002, when the City of Miami Beach acquired the property located at 1701 Meddian
Avenue, also known as 777-17th Street (the "Property"), EDAW was then occupying approximately
886 square feet of office space, more particularly, Suite #200 (the "Demised Premises"), pursuant to
the provisions of an existing Lease Agreement that was set to expire on June 30, 2004. In October
2003, EDAW, with the approval of the City, subleased the Demised Premises to Omni Credit
Services of Southeast Florida, Inc. (Omni) which has continued to sublet same since that time.
EDAW had an option to renew its Lease Agreement for an additional two (2) year term, but has opted
not to exercise said option. Omni has approached the City requesting to continue to occupy the
Demised Premises, for a term not to exceed one (1) year, to allow for the completion of permanent
future office space on private property.
The City and Omni have negotiated a short-term Lease Agreement subject to the following terms and
conditions:
Demised Premises: Suite 200, 1701 Meridian Avenue (a/k/a 777-17th Street), Miami Beach,
Florida 33139, encompassing 886 +/- square feet on the second floor
Term:
364 days, commencing on July 1, 2004, and ending on June 29, 2005
Option to Renew: None
Use:
Administrative office to facilitate collections and customer service related
operations, Monday-Friday 8:00 AM, to no later than 9:00 PM
Early Termination:
Total Rent:
· Base Rent:
· Additional Rent~:
Sales/Use Tax:
Parking:
Security Deposit:
Provided that the Lease Agreement is in good standing, Tenant may, after
the conclusion of the initial six (6) month period, terminate this Lease
Agreement upon sixty (60) days prior written notice.
$2,006.79 per month, $24,081.48 yearly, $27.18 per square foot (PSF)
$1,295.63 per month ($15,547.56 yearly)
o Operating Expenses: $582.27 per month ($6,987.24 yearly)
o Property Taxes: $77.13 per month ($925.56 yearly)
o Landlord's Insurance2:$51.76 per month ($621.12 yearly)
Tenant shall also be responsible for all applicable sales and use tax
Tenant may request, from the City's Parking Department, the use of parking
spaces, if available, at Municipal Parking Garage 2-G located on 17thStreet
and Meridian Court. Rates for said spaces are subject to change, and are
currently $60.00 per month, plus applicable sales and use tax per space.
$2,147.27
The Mayor and City Commission authorized the purchase of the Property to address the City's
ongoing need for administrative office expansion on a graduated basis. While the Administration has
begun implementing the aforestated objective, it also considers that the preservation of this short
term office tenancy, at this time, will allow the City to maintain its revenue stream from the Property
until such time the subject space is required for City office expansion. Additionally, as part of the
City's good faith effort to accommodate existing tenants (and sub-tenants), this will not displace Omni
and their ongoing space needs and this lease is deemed to be in the City's best interest. The
proposed rent will be based on the rates provided for in the previously existing Lease Agreement with
EDAW (as if EDAW had exercised its option to renew), and said rates are considered to be at, or
above, the current market rates for comparable office space.
EDAW's full rate (less sales tax) was $26.67 PSF, and was due to increase (by 3%) to $27.18 PSF
on July 1,2004. Current market rate for comparable office space is approximately $23 to $25 PSF
(full service). Omni has agreed to the $27.18 PSF rate.
Section 82-39 of the Miami Beach City Code, governing the sale/lease of public property, is not
applicable to this transaction as the term of the proposed Lease Agreement is for less than a one (1)
year term.
Based on the foregoing, the Administration recommends that the Mayor and City Commission adopt
the Resolution and approve the attached Lease Agreement with Omni Credit Services of Southeast
Florida, Inc.
JMG\CMC\JD\rlr
T:~AGENDA~2004~Jul0704\Consent\OmniLeaseMEMO.DOC
I
All Additional Rent is subject to year-end review and will be adjusted accordingly based on actual
expenditures
2
Tenant additionally is required to obtain its own liability and content insurance
LEASE AGREEMENT
THIS LEASE AGREEMENT, made this -~"~ day of ,)"~ Lt./' ,2004, by
and between the CITY OF MIAMI BEACH, a Florida municipal corporation, (hereinafter
referred to as "City" or "Landlord"), and OMNI CREDIT SERVICES OF SOUTHEAST
FLORIDA, INC., a Florida corporation, (hereinafter referred to as "Tenant").
Demised Premises.
Landlord, in consideration of the rentals hereinafter reserved to be paid and of the
covenants, conditions and agreements to be kept and performed by the Tenant,
hereby leases, lets and demises to the Tenant, and Tenant hereby leases and hires
from the Landlord, those certain premises hereinafter referred to as the "Demised
Premises", located in the City of Miami Beach, 1701 Meridian Avenue (a.k.a 777-
17th Street or the Property), Suite 200, Miami Beach, Florida 33139, and more fully
described as follows:
1701 Meridian Avenue, Suite #200: encompassing eight hundred
eighty-six (+/-) square feet (886+/- sq. ft.) on the second floor (total
leasable space). Such space on the second floor is specified in
"Exhibit A", which is hereby made a part of this Lease Agreement.
2. Term.
2.1.
The Tenant shall be entitled to have and to hold the Demised Premises for a
term of three hundred and sixty four (364) days, commencing on the 1st
day of July 2004 (Commencement Date), and ending on the 29th day of
June, 2005.
2.2. Option to Renew: None
2,3,
Termination for Convenience by Tenant: Provided Tenant is in good standing
under this Lease Agreement and Tenant is not in default of any of the terms
and conditions hereof, including but not limited to Tenant's obligation for
payment of all Rent, pursuant to Section 3 of this Lease Agreement, Tenant
shall be entitled, at any time after the conclusion of the initial six (6) month
period of this Lease Agreement, to terminate this Lease Agreement upon
sixty (60) days prior written notice to the Landlord. Upon termination of the
Lease Agreement pursuant to this Subsection 2.3, Tenant shall surrender
the Demised Premises in accordance with Section 34 of this Lease
Agreement.
3. Rent.
3.1
Base Rent: Base Rent for the Demised Premises shall begin to accrue on
July 1, 2004 (the Commencement Date), and shall be based upon a total
leasable space of 886 square feet.
3.2
3.1.1
Base Rent for the Demised Premises shall total fifteen thousand
five hundred forty-seven dollars and fifty-six cents ($15,547.56)
per year, payable in monthly installments of one thousand two
hundred ninety-five dollars and sixty-three cents ($1,295.63).
3.1.2
Base Rent shall be due and payable on the first day of each
month throughout the term herein.
Additional Rent: In addition to the monthly Base Rent, as set forth in
Section 3.1, Tenant shall also pay to Landlord Additional Rent as provided
below:
3.2.1
Operating Expenses: Tenant shall pay Landlord five hundred
eighty-two dollars and twenty-seven cents ($582.27) per month,
towards "Operating Expenses" which are defined as follows:
"Operating Expenses" shall mean the total cost and expenses
incurred by Landlord in operating, repairing, and maintaining the
Common Facilities (hereinafter defined) actually used, or the
Common Facilities (hereinafter defined) available for use by the
Tenant and its employees, agents, servants, customers and
invitees, excluding only the items included within the Base Rent
amount.
"Common Facilities" shall mean all areas, space, equipment and
special services, including without limitation, water service to the
building, sewer service to the building, trash removal from the
building, costs incurred for gardening and landscaping, repairing
and maintaining elevator(s), painting, janitorial services (except for
areas within the Demised Premises), lighting, cleaning, striping,
policing, removing garbage and other refuse and trash, removing
ice and snow, repairing and maintaining sprinkler systems, water
pipes, air-conditioning systems, temperature control systems, and
security systems, fire alarm repair and maintenance and other
equipment in the common areas and the exterior and structural
portions of the building, paving and repairing, patching and
maintaining the parking areas and walkways, and cleaning
adjacent areas, management fees and the Landlord's employment
expenses to employees furnishing and rendering any services to
the common areas, together with an additional administration
charge equal to fifteen percent (15%) of all other expenses
included in the annual common area expenses, provided by the
Landlord for the common or joint use and/or benefit of the
occupants of 777-17th Street, their employees, agents, servants,
customers and other invitees.
Irrespective of the items listed above, amounts due to Landlord by
Tenant, associated with Common Facilities Operating Expenses,
2
will be determined based on the items more specifically described
in "Exhibit B", which is hereby made a part of this Lease
Agreement. Tenant agrees and understands that the costs
incurred by the Landlord for Operating Expenses may increase or
decrease, and as such the Tenant's pro-rata share of Operating
Expenses shall increase or decrease accordingly.
3.2.2
Property Taxes: The Property Tax Payment shall be payable by
Tenant, in accordance with Section 11. The Property Tax
Payment for 2004 is estimated at seventy-seven dollars and
thirteen cents ($77.13).
3.2.3
Insurance: Tenant shall pay to Landlord fifty-one dollars and
seventy-six cents ($51.76) per month, toward estimated insurance
costs incurred by Landlord (Landlord's Insurance) to insure the
whole of the building and property at 1701 Meridian Avenue. The
preceding insurance coverage is in addition to the insurance
required pursuant to Section 10, which shall be obtained at
Tenant's sole cost and expense. A copy of Landlord's certificate
of insurance will be provided to Tenant.
3.3
The Base Rent amount pursuant to this Section 3 shall be increased
annually, on the anniversary of the Commencement Date of the Lease
Agreement, in increments of three (3%) percent per year.
3.4
Sales Tax: Concurrent with the payment of the monthly installment of Base
Rent and Additional Rent provided herein, the Tenant shall also include any
and all additional sums for all applicable sales and use tax, now or hereafter
prescribed by State, Federal or local law, and now described by Florida
Statute 212.031, presently at the rate of seven (7%) percent of the rental
payments.
Location for Payments.
All Rent or other payments due hereunder shall be paid to the City of Miami Beach
at the following address:
City of Miami Beach
Finance Department
c/o Revenue Manager
1700 Convention Center Drive
Miami Beach, Florida 33139
5. Parking.
5.1 Intentionally Omitted.
5.2
Tenant may request, from the City's Parking Department, the use of parking
spaces, if available, at Municipal Parking Garage 2-G located on 17thStreet
3
and Meridian Court. Rates for said spaces are subject to change, and are
currently $60.00 per month, plus applicable sales and use tax per space.
Security Deposit.
6.1
Concurrently with the execution of the Lease Agreement, Tenant shall
provide Landlord with a Security Deposit, in the sum of two thousand one
hundred forty-seven dollars and twenty-seven cents ($2,147'.27). Said
Security Deposit is to ensure the full and faithful performance by the Tenant
of each and every term, covenant and condition of this Lease Agreement. In
the event that Tenant defaults in respect of any of the terms, provisions,
covenants and conditions of this Lease Agreement, including but not limited
to, the payment of any Rent, the Landlord may use, apply or retain the whole
or any part of the Security Deposit for the payment of such Rent in default or
any other sum which the Landlord may expend or be required to expend by
reason of the Tenant's default, including any damages or deficiency in the re-
letting of the Demised Premises, whether such damages or deficiency may
accrue or after summary proceedings or other re-entry by Landlord.
6.2
In the event that the Tenant shall fully and faithfully comply with all of the
terms, provisions, covenants and conditions of this Lease Agreement, the
Security Deposit or any balance thereof shall be returned to the Tenant,
without interest, upon the expiration of the Lease Agreement and peaceful
surrender of the Demised Premises.
6.3
Landlord shall not be required to keep the Security Deposit in a segregated
account and the Security Deposit may be commingled with other funds of
Landlord and in no event shall the Tenant be entitled to any interest on the
Security Deposit.
6.4
In the event of a bona fide sale of the Property wherein the Demised
Premises are located, subject to this Lease Agreement, the Landlord shall
have the right to transfer the Security Deposit to the buyer for the benefit of
the Tenant and the Landlord shall be considered by the Tenant free from all
liability for the return of such Security Deposit, and the Tenant agrees to look
to the new landlord solely for the return of the Security Deposit, if such
Security Deposit is actually transferred, and it is agreed that this shall apply
to every transfer or assignment made of the Security Deposit to any new
landlord.
6.5
The Security Deposit under this Lease Agreement shall not be assigned or
encumbered by the Tenant without the prior written consent of the Landlord.
It is expressly understood that the issuance of a warrant and the lawful re-
entry to the Demised Premises by the Landlord for any default on the part of
the Tenant, prior to the expiration of the term of this Lease Agreement, shall
not be deemed such termination of this Lease Agreement as to entitle the
Tenant to recovery of the Security Deposit and the Security Deposit shall be
retained and remain the possession of the Landlord.
4
7. Use and Possession of Demised Premises.
o
7.1
The Demised Premises shall be used by the Tenant solely as an
administrative office to facilitate collections and customer service
related operations. Said Premises shall be open for operation a minimum
of five (5) days a week, with normal hours of operation being from
Monday through Friday 8:00 A.M. to 9:00 P.M. Tenant shall not otherwise
modify the days or hours of operation without the prior written approval of the
City Manager, which approval shall not be unreasonably withheld. Nothing
herein contained shall be construed to authorize hours contrary to the laws
governing such operations.
7.2
It is understood and agreed that the Demised Premises shall be used by the
Tenant during the term of this Lease Agreement only for the purposes set
forth in Subsection 7.1, and for no other purposes or uses whatsoever.
Tenant will not make or permit any use of the Demised Premises that,
directly or indirectly, is forbidden by public law, ordinance or government
regulation, or that may be dangerous to life, limb or property. Tenant may
not commit waste on the Demised Premises, use the Demised Premises for
any illegal purpose, or commit a nuisance on the Demised Premises. In the
event that the Tenant uses the Demised Premises for any purposes not
expressly permitted herein, then the Landlord may declare this Lease
Agreement in default pursuant to Section 18, or without notice to Tenant,
restrain such improper use by injunction or other legal action.
Improvements.
8.1
Tenant shall, at its own cost and expense, construct or cause to be
constructed, all improvements to the Demised Premises .reasonably
necessary for it to carry on its permitted use(s). The plans for such
improvements shall be submitted to the Landlord for the Landlord's prior
written consent, which will not be unreasonably withheld or delayed. All
permanent (fixed) improvements to the Demised Premises shall remain the
property of the Landlord upon termination of the Lease Agreement. Upon
the lawful termination of the Lease Agreement, all personal property and
trade fixtures may be removed by the Tenant from the Demised Premises
without damage to the Demised Premises. The failure of Tenant to complete
the improvements and be granted a Certificate of Occupancy within a
reasonable time from the date of execution of this Lease Agreement shall be
deemed a default by Tenant. Tenant will permit no liens to attach to the
Demised Premises arising from, connected with or related to the construction
of the improvements. Moreover, such construction shall be accomplished
through the use of licensed, reputable contractors who are acceptable to
Landlord. Any and all permits and or licenses required for the installation of
improvements shall be the sole responsibility of Tenant.
8.2
The above requirements for submission of plans and the use of specific
contractors shall not apply to maintenance or repairs which do not exceed
5
$1,000.00, provided that the work is not structural, and provided that it is
permitted by applicable law.
8.3 Intentionally Omitted.
9. Landlord's Right of Entry.
9.1
The Landlord, or its authorized agent or agents, shall have the right to enter
upon the Demised Premises at all reasonable times for the purpose of
inspecting same, preventing waste, making such repairs as the Landlord may
consider necessary and for the purpose of preventing fire, theft or vandalism.
However, Landlord agrees that whenever possible, Landlord shall provide
reasonable notice, in writing, to Tenant, unless the need to enter the
Demised Premises is an emergency, as deemed by Landlord at its sole
discretion, which if not immediately addressed could cause property damage,
loss of life or limb, or other injury to persons. Nothing herein shall imply any
duty on the part of the Landlord to do any work that under any provisions of
this Lease Agreement the Tenant may be required to perform, and the
performance thereof by the Landlord shall not constitute a waiver of the
Tenant's default.
9.2
If the Tenant shall not be personally present to open and permit entry into
the Demised Premises at any time, for any reason, and any entry thereon
shall be necessary or permissible, the Landlord, or its agents, may enter the
Demised Premises by master key, or may forcibly enter the Demised
Premises without rendering the Landlord or such agents liable therefore.
9.3
Tenant shall furnish Landlord duplicate keys to all locks including exterior
and interior doors upon the effective date of this Lease Agreement. Tenant
shall not change the locks to the Demised Premises without the prior written
consent of Landlord, not to be unreasonably withheld, and in the event such
consent is given Tenant shall furnish Landlord duplicate keys to said locks in
advance of their installation.
10. Tenant's Insurance.
10.1
The Tenant shall, at its sole cost and expense, comply with all insurance
requirements of the Landlord. It is agreed by the parties that the Tenant
shall not occupy the Demised Premises until proof of the following insurance
coverages have been furnished to and approved by the City's Risk Manager:
10.1.1
Comprehensive General Liability in the minimum amount of
$1,000,000 per occurrence for bodily injury and property damage.
The City of Miami Beach and the Miami Beach Redevelopment
Agency must be named as additional insured parties on this
policy.
6
10.1.2
Workers Compensation and Employers Liability coverage in
accordance with Florida statutory requirements.
10.1.3
Ali-Risk property and casualty insurance, written at a minimum of
80% of replacement cost value and with replacement cost
endorsement, covering all of Tenant's personal property in the
Demised Premises (including, without limitation, inventory, trade
fixtures, floor coverings, furniture and other property removable by
Tenant under the provisions of the Lease Agreement) and all
leasehold improvements installed in the Demised Premises by or
on behalf of Tenant.
10.2
Proof of these coverages must be provided by submitting original certificates
of insurance. All policies must provide thirty (30) days written notice of
cancellation to both the City's Risk Manager and Asset Manager at 1700
Convention Center Drive, Miami Beach, Florida, 33139. All insurance
policies shall be issued by companies authorized to do business under the
laws of the State of Florida and must have a rating of B+:VI or better per
A.M. Best's Key Rating Guide, latest edition, and certificates are subject to
the approval of the City's Risk Manager.
11.
Property Taxes and Assessments. For the purposes of this Section and other
provisions of this Lease Agreement:
11.1
The term "Property Taxes" shall mean (i) the real estate taxes, assessments,
and special assessments of any kind which may be imposed upon the tax lot
on which the building is constructed (the "Land") and (ii) any expenses
incurred by Landlord in obtaining a reduction of any such taxes or
assessments.
11.2 The term "Property Tax Year" shall mean the period of twelve (12) calendar
months, beginning on January 1st of each year.
11.3
The term "Tenant's Proportionate Share" shall mean the ratio that the square
footage of the Demised Premises bears to the square footage of the leasable
space in the entire building.
11.4
Tenant shall pay, as Additional Rent pursuant to Section 3.2.2, for such
Property Tax Year an amount ("Property Tax Payment") equal to Tenant's
Proportionate Share of the Property Taxes, if any, for such Property Tax
Year. If a Property Tax Year ends after the expiration or termination of the
term of this Lease Agreement, the Property Tax Payment therefore shall be
prorated to correspond to that portion of such Property Tax Year occurring
within the term of this Lease Agreement. The Property Tax Payment shall be
payable by Tenant along with the rent on the first day of each month in
accordance with the provisions of Section 3.3.2. The monthly Property Tax
Payment shall be equivalent to 1/12th of the estimated yearly taxes, based on
the previous year's actual taxes. A copy of the tax bill(s) or other evidence of
7
such taxes issued by the taxing authorities, together with Landlord's
computation of the Property Tax Payment, will be made available to Tenant
once received from the taxing authorities, if requested by Tenant. Tenant
shall pay any difference in the amount between the estimated property taxes
and the actual property taxes to Landlord immediately upon receipt of
request for said payment from the Landlord.
12. Assignment and Sublettinq.
12.1.
Tenant shall not have the right to assign or sublet the Demised Premises, in
whole or in part, without the prior written consent of Landlord. Such written
consent is not a matter of right and Landlord is not obligated to give such
consent. If granted as provided herein, the making of any assignment or
sublease will not release Tenant from any of its obligations under this Lease
Agreement. A sale or transfer of a majority interest of the stock of Tenant's
corporate entity shall be deemed an assignment, and for purposes of this
Lease Agreement, the Landlord shall have the right to approve the new
majority owner. Said approval shall be provided in writing. A change in
majority interest shall not be deemed to occur if ownership interests change
among any of the Tenant's current shareholders. However, any such
change in majority interest shall be communicated to the Landlord in writing
immediately upon said occurrence. Tenant is prohibited from assigning or
subletting this Lease Agreement to any person or entity which is not of the
same or higher financial responsibility as Tenant, as shall be determined by
Landlord, in its sole judgment and discretion.
12.2
Any consent by the Landlord to any act of assignment shall apply only to the
specific transaction thereby authorized. Such consent shall not be construed
as a waiver of the duty of the Tenant or the legal representatives or assigns
of the Tenant, to obtain from the Landlord consent to any other or
subsequent assignment, or as modifying or limiting the rights of the Landlord
under the foregoing covenants of the Tenant not to assign without such
consent.
12.3
Any violation of the provisions of this Lease Agreement, whether by act or
omissions, by assignee, sub-tenant, or under-tenant or occupant, shall be
deemed a violation of such provision by the Tenant, it being the intention and
meaning of the parties hereto, that the Tenant shall assume and be liable to
the Landlord for any and all acts and omissions of any and all assignees,
sub-tenants, or under-tenants or occupants. If the Lease Agreement be
assigned, the Landlord may and is hereby empowered to collect rent from
the assignee; if the Demised Premises or any part thereof be underlet or
occupied by any person, other that the Tenant, the Landlord, in the event of
the Tenant's default, may, and is hereby empowered to, collect rent from the
under-tenant or occupants; in either of such events, the Landlord may apply
the net amount received by it for rent herein reserved, and no such collection
shall be deemed a waiver of the covenant herein against assignment or the
acceptance of the assignee, under-tenant or occupant as tenant, or a
8
13.
release of the Tenant from the further performance of the covenants herein
contained on the part of the Tenant.
Maintenance and Repair.
13.1
Tenant shall maintain the Demised Premises and the fixtures and
appurtenances therein, and at its sole cost and expense shall make all
repairs thereto as and when needed to preserve them in good working order
and condition. Landlord shall be responsible for the maintenance of the roof,
the exterior of the building, the structural electrical and plumbing (other than
plumbing surrounding any sink within the Demised Premises), the common
areas and the chilled water supply system. Landlord shall maintain and/or
repair those items that it is responsible for, so as to keep same in proper
working condition. Tenant shall also be responsible for all interior walls and
the interior and exterior of all windows and doors, as well as immediate
replacement of any and all plate glass or other glass in the Demised
Premises which may become broken using glass of the same or better
quality, at its sole cost and expense.
Tenant agi'ees and understands, that If Landlord provides a separate air-
conditioning unit for the Demised Premises, Landlord, at its sole discretion,
Landlord may require that Tenant obtain, at any time during the Term of this
Lease Agreement, and continuously maintain in good standing, at Tenant's
expense, throughout the Term of the Lease Agreement, a maintenance and
repair contract, approved by Landlord, with a service company previously
approved in writing by Landlord, providing for the preventative maintenance
and repair of all heating/ventilation/air-conditioning (HVAC) equipment
servicing the Demised Premises. In the event that Landlord notifies Tenant
that it will require Tenant to contract for said maintenance and repair
services, Tenant shall provide to Landlord, in writing, within ten (10) business
days, the name(s) and telephone number(s) of service company(ies) for the
Landlord's review and approval. Tenant shall provide a copy of a current,
enforceable and fully executed maintenance and repair contract, no later
than ten (10) business days after receipt of Landlord's approval of the
service company, as proof of Tenant's compliance with this provision.
If Landlord provides a separate air-conditioning unit for the Demised
Premises, as provided above, Tenant may request that Landlord inspect
same to ensure that it is in proper working order. If the unit is not in proper
working order, Landlord shall, at its sole discretion, repair or replace the unit.
13.2
All damage or injury of any kind to the Demised Premises and to its fixtures,
glass, appurtenances, and equipment, if any, or to the building fixtures,
glass, appurtenances, and equipment, if any, except damage caused by the
wrongful acts or negligence of the Landlord, shall be the obligation of Tenant,
and shall be repaired, restored or replaced promptly by Tenant at its sole
cost and expense to the satisfaction of Landlord.
9
14.
15.
16.
13.3
All of the aforesaid repairs, restorations and replacements shall be in quality
and class equal to the original work or installations and shall be done in good
and workmanlike manner.
13.4
If Tenant fails to make such repairs or restorations or replacements, the
same may be made by the Landlord, at the expense of Tenant, and all sums
spent and expenses incurred by Landlord shall be collectable as Additional
Rent and shall be paid by Tenant within ten (10) days after rendition of a bill
or statement thereof. IN ALL. OTHER RESPECTS, THE DEMISED
PREMISES ARE BEING LEASED IN ITS PRESENT "AS IS" CONDITION.
13.5
It shall be Tenant's obligation to insure that any renovations, repairs and/or
improvements made by Tenant to the Demised Premises comply with all
applicable building codes and life safety codes of governmental authorities
having jurisdiction.
Governmental Regulations.
The Tenant covenants and agrees to fulfill and comply with all statutes, ordinances,
rules, orders, regulations, and requirements of any and all governmental bodies,
including but not limited to Federal, State, Miami-Dade County, and City
governments, and any and all of their departments and bureaus applicable to the
Demised Premises and shall also comply with and fulfill all rules, orders, and
regulations for the prevention of fire, all at Tenant's own cost and expense. The
Tenant shall pay all cost, expenses, claims, fines, penalties, and damages that may
be imposed because of the failure of the Tenant to comply with this Section, and
shall indemnify and hold harmless the Landlord from all liability arising from each
non-compliance.
Liens.
Tenant will not permit any mechanics, laborers, or materialman's liens to stand
against the leased premises or improvements for any labor or materials to Tenant or
claimed to have been furnished to Tenant's agents, contractors, or sub-tenants, in
connection with work of any character performed or claimed to have performed on
said premises, or improvements by or at the direction or sufferance of the Tenant,
provided however, Tenant shall have the right to contest the validity or amount of
any such lien or claimed lien. In the event of such contest, Tenant shall give the
Landlord reasonable security as may be demanded by Landlord to insure payment
thereof and prevent sale, foreclosure, or forfeiture of the premises or improvements
by reasons of such non-payment. Such security need not exceed one and one half
(1-1/2) times the amount of such lien or such claim of lien. Such security shall be
posted by Tenant within ten (10) days of written notice from Landlord, or Tenant
may "bond off" the lien according to statutory procedures. Tenant will immediately
pay any judgment rendered with all proper cost and charges and shall have such
lien released or judgment satisfied at Tenant's own expense.
Enforcement.
Tenant agrees to pay the Base Rent and any Additional Rent herein reserved at the
time and in the manner aforesaid, and should said rents herein provided, at any
10
time remain due and unpaid for a period of fifteen (15) days after the same shall
become due, the Landlord may exercise any or all options available to it hereunder,
which options may be exercised concurrently or separately or the Landlord may
pursue any other remedies enforced by law.
17. Condemnation.
17.1
If at any time during the term of this Lease Agreement and any renewal term
hereunder, all or any part or portion of the building in which the Demised
Premises are located, sufficient in size, to cause the Demised Premises to
be untenantable, is taken, appropriated, or condemned by reason of Eminent
Domain proceedings (except if the Eminent Domain proceedings are initiated
by the City of Miami Beach), then this Lease Agreement 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 Agreement or anything contained therein,
except that any rent prepaid beyond the date of such taking shall be prorated
to such date, and the Tenant shall pay any and all rents, additional rents,
utility charges, or other costs including excess taxes for which it is liable
under the terms of this Lease Agreement, up to the date of such taking.
17.2
Except as hereunder provided, Tenant shall not be entitled to participate in
the proceeds of any award made to the Landlord in any such Eminent
Domain proceeding, excepting, however, the Tenant shall have the right to
claim and recover from the condemning authority, but not from the Landlord,
such compensation as may be separately awarded or recoverable by Tenant
in Tenant's own right on account of any and all damage to Tenant's business
by reasons of the condemnation and for or on account of any cost or loss
which Tenant might incur in removing Tenant's furniture and fixtures.
18. Default.
18.1 Default by Tenant: The following shall constitute an Event of Default under
this Lease Agreement:
18.1.1
The Base Rent, Additional Rent, or any installment thereof is not
paid promptly when and where due within fifteen (15) days of due
date and if Tenant shall not cure such failure within five (5) days
after receipt of written notice from Landlord specifying such
default;
18.1.2
Any other payment of Rent or other charges provided for under
this Lease Agreement is not paid promptly when and where due;
18.1.3 The Demised Premises shall be deserted, abandoned, or vacated;
18.1.4
The Tenant shall fail to comply with any material term, provision,
condition or covenant contained herein other than the payment of
11
rent and shall not cure such failure within thirty (30) days after the
receipt of written notice from Landlord specifying any such default;
or such longer period of time acceptable to Landlord, at its sole
discretion;
18.1.5
Receipt of notice of violation from any governmental authority
having jurisdiction dealing with a code, regulation, ordinance or the
like, which remains uncured for a period of thirty (30) days from its
issuance, or such longer period of time acceptable to Landlord, at
its sole discretion;
18.1.6
Any petition is filed by or against Tenant under any section or
chapter of the Bankruptcy Act, as amended, which remains
pending for more than sixty (60) days, or any other proceedings
now or hereafter authorized by the laws of the United States or of
any state for the purpose of discharging or extending the time for
payment of debts;
18.1.7 Tenant shall become insolvent;
18.1.8 Tenant shall make an assignment for benefit of creditors;
18.1.9
A receiver is appointed for Tenant by any court and shall not be
dissolved within thirty (30) days thereafter; or
18.1.10 The leasehold interest is levied on under execution.
19. Landlord's Rights in the Event of Default.
19.1
Rights on Default: In the event of any default by Tenant as provided herein,
Landlord shall have the option to do any of the following in addition to and
not in limitation of any other remedy permitted by law or by this Lease
Agreement;
19.1.1
Terminate this Lease Agreement, in which event Tenant shall
immediately surrender the Demised Premises to Landlord, but if
Tenant shall fail to do so Landlord may, without further notice, and
without prejudice to any other remedy Landlord may have for
possession or arrearages in Rent or damages for breach of
contract, enter upon Demised Premises and expel or remove
Tenant and his effects in accordance with law, without being liable
for prosecution or any claim for damages therefore, and Tenant
agrees to indemnify and hold harmless Landlord for all loss and
damage which Landlord may suffer by reasons of such Lease
Agreement termination, whether through inability to re-let the
Demised Premises, or through decrease in Rent, or otherwise.
12
19.1.2
19.1.3
19.1.4
19.1.5
19.1.6
Declare the entire amount of the Base Rent and Additional Rent
which would become due and payable during the remainder of the
term of this Lease Agreement to be due and payable immediately,
in which event Tenant agrees to pay the same at once, together
with all rents therefore due, at the address of Landlord, as
provided in the Notices section of this Lease Agreement; 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.
Enter the Demised Premises as the agent of Tenant, by force if
necessary, without being liable to prosecution or any claim for
damages therefore, remove Tenant's property there from, and re-
let the Demised Premises, or portions thereof, for such terms and
upon such conditions which Landlord deems, in its sole discretion,
desirable, and to receive the rents therefore, and Tenant shall pay
Landlord any deficiency that may arise by reason of such re-
letting, on demand at any time and from time to time at the office
of Landlord; and for the purpose of re-letting, Landlord may (i)
make any repairs, changes, alterations or additions in or to said
Demised Premises that may be necessary or convenient; (ii) pay
all costs and expenses therefore from Rent resulting from re-
letting; and (iii) Tenant shall pay Landlord any deficiency as
aforesaid.
Take possession of any personal property owned by Tenant on
said Demised Premises and sell the same at public or private sale,
and apply same to the payment of Rent due, holding the Tenant
liable for the deficiency, if any.
It is expressly agreed and understood by and between the parties
hereto that any installments of Rent accruing under the provisions
of this Lease Agreement 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 Tenant. Any
failure on Landlord's behalf to enforce this Section shall not
constitute a waiver of this provision with respect to future accruals
of past due rent. No interest will be charged for payments made
within the grace period, such grace period to be defined as within
five days of the due date. In addition, there will be a late charge of
$50.00 for any payments submitted after the grace period.
If Tenant shall default in making any payment of monies to any
person or for any purpose as may be required hereunder,
Landlord may pay such expense but Landlord shall not be
13
20.
obligated to do so. Tenant upon Landlord's paying such expense
shall be obligated to forthwith reimburse Landlord for the amount
thereof. All sums of money payable by Tenant to Landlord
hereunder shall be deemed as rent for use of the Demised
Premises and collectable by Landlord from Tenant as Rent, and
shall be due from Tenant to Landlord on the first day of the month
following the payment of the expense by Landlord.
19.1.7
The rights of the Landlord under this Lease Agreement shall be
cumulative but not restrictive to those given by law and failure on
the part of the Landlord to exercise promptly any rights given
hereunder shall not operate to waive or to forfeit any of the said
rights.
19.2
Default by Landlord: The failure of Landlord to perform any of the
covenants, conditions and agreements of the Lease Agreement which are to
be performed by Landlord and the continuance of such failure for a period of
thirty (30) days after notice thereof in writing from Tenant to Landlord (which
notice shall specify the respects in which Tenant contends that Landlord
failed to perform any such covenant, conditions and agreements) shall
constitute a default by Landlord, unless such default is one which cannot be
cured within thirty (30) days because of circumstances beyond Landlord's
control, and Landlord within such thirty (30) day period shall have
commenced and thereafter shall continue diligently to prosecute all actions
necessary to cure such defaults.
In the event Landlord fails to cure any such default(s) within the thirty (30)
day cure period, or within the extended cure period, as provided above, and
such failure to perform prevents Tenant from operating its business in a
customary manner and causes an undue hardship for the Tenant, then such
failure to perform shall constitute a default by Landlord.
19.3
Tenant's Riqhts on Default: If an event of Landlord's default shall occur,
pursuant to Subsection 19.2, Tenant's sole remedy shall be to terminate this
Lease Agreement by giving written notice of such election to Landlord,
whereupon this Lease Agreement shall terminate as of the date of such
notice.
Indemnity Against Costs and Charges.
20.1
The Tenant shall be liable to the Landlord for all costs and charges,
expenses, reasonable attorney's fees, and damages which may be incurred
or sustained by the Landlord, by reason of the Tenant's breach of any of the
provisions of this Lease Agreement. Any sums due the Landlord under the
provisions of this item shall constitute a lien against the interest of the Tenant
and the Demised Premises and all of Tenant's property situated thereon to
the same extent and on the same conditions as delinquent Rent would
constitute a lien on said Premises and the Property.
14
20.2
If Tenant shall at any time be in default hereunder, and if Landlord shall
deem it necessary to engage an attorney to enforce Landlord's rights and
Tenant's obligations hereunder, the Tenant will reimburse the Landlord for
the reasonable expenses incurred thereby, including, but not limited to, court
costs and reasonable attorney's fees, whether suit be brought or not and if
suit be brought, then Tenant shall be liable for expenses incurred at both the
trial and appellate levels.
21. Indemnification Aqainst Claims.
21.1
The Tenant shall indemnify and save the Landlord harmless from and
against any and all claims or causes of action (whether groundless or
otherwise) by or on behalf of any person, firm, or corporation, for personal
injury or property damage occurring upon the Demised Premises or upon any
parking lot or other facility or appurtenance on the Property used in
connection with the Demised Premises., occasioned in whole or in part by
any of the following:
21.1.1
An act or omission on the part of the Tenants, or any employee,
agent, invitee, or guest, assignee or sub-tenant of the Tenant;
21.1.2
Any misuse, neglect, or unlawful use of the Demised Premises or
the building in which the Demised Premises is located or any of its
facilities by Tenant, or any employee, agent, invitee, or guest,
assignee or sub-tenant or the Tenant, but not to include
trespassers upon the Demised Premises;
21.1.3
Any breach, violation, or non-performance of any undertaking of
the Tenant under this Lease Agreement;
21.1.4
Anything growing out of the use or occupancy of the Demised
Premises by the Tenant or anyone holding or claiming to hold
through or under the Lease Agreement.
21.2
Tenant agrees to pay all damages to the Demised Premises or other facilities
used in connection therewith, caused by the Tenant or any employee, guest,
or invitee of the Tenant.
22.
Signs and Advertising.
Without the prior written consent of Landlord, Tenant shall not permit the painting
and display of any signs, plaques, lettering or advertising material of any kind on or
near the Demised Premises. All signage shall comply with signage standards
established by Landlord and comply with all applicable building codes, and any
other Municipal, County, State and Federal laws.
23.
Effect of Conveyance.
The term "Landlord" as used in the Lease Agreement means only the owner for the
time being of the Property containing the Demised Premises, so that in the event of
15
any sale of said Property, or in the event of a lease of said Property, the Landlord
shall be and hereby is entirely freed and relieved of all covenants and obligations of
the Landlord hereunder, and it shall be deemed and construed without further
agreement between the parties, or between the parties and the purchaser at such
sale, or the lease of the Property, that the purchaser or Tenant has assumed and
agreed to carry out all covenants and obligations of the Landlord hereunder.
24. Damage to the Demised Premises.
24.1
The Property in which the Demised Premises are located is insured under
Landlord's fire insurance policy. If the Demised Premises shall be damaged
by the elements or other casualty not due to Tenant's negligence, or by fire,
but are not thereby rendered untenantable, as determined by Landlord, in
whole or in part, and such damage is covered by Landlord's insurance, if
any, (hereinafter referred to as "such occurrence"), Landlord, shall, as soon
as possible after such occurrence, utilize the insurance proceeds to cause
such damage to be repaired and the rent shall not be abated. If by reason of
such occurrence, the Demised Premises shall be rendered untenantable, as
determined by Landlord, only in part, Landlord shall as soon as possible
utilize the insurance proceeds to cause the damage to be repaired, and the
rent meanwhile shall be abated proportionately as to the portion of the
Demised Premises rendered untenantable; provided however, if the Demised
Premises are by reason of such occurrence, rendered more than 50% but
less than 100% untenantable, as determined by Landlord, Landlord shall
promptly obtain a good faith estimate of the time required to render the
Demised Premises tenantable. If such time exceeds sixty (60) days, the
Tenant shall have the option of canceling this Lease Agreement, which
option shall be exercised by Tenant in writing within ten (10) days of receipt
of notice of same from Landlord.
24.2
If the Demised Premises shall be rendered wholly untenantable by reason of
such occurrence, the Landlord shall utilize the insurance proceeds to cause
such damage to be repaired and the Base Rent and Additional Rent
meanwhile shall be abated in whole; provided, however, that Landlord shall
have the right, to be exercised by notice in writing delivered to Tenant within
sixty (60) days from and after said occurrence, to elect not to reconstruct the
destroyed Demised Premises, and in such event, this Lease Agreement and
the tenancy hereby created shall cease as of the date of said occurrence,
the Base Rent and Additional Rent to be adjusted as of such date. If the
Demised Premises shall be rendered wholly untenantable, the Tenant shall
have the right, to be exercised by notice in writing, delivered to Landlord
within thirty (30) days from and after said occurrence, to elect to terminate
this Lease Agreement, the rent to be adjusted accordingly. Notwithstanding
any clause contained in this Section, if Landlord becomes self insured or the
damage is not covered by Landlord's insurance, then Landlord shall have no
obligation to repair the damage, but Landlord shall advise Tenant in writing
within thirty (30) days of the occurrence giving rise to the damage and of its
decision not to repair, and the Tenant may, at any time thereafter, elect to
16
25.
26.
27.
terminate the Lease Agreement, and the Base Rent and Additional Rent
shall be adjusted accordingly.
Quiet Enjoyment.
The Tenant shall enjoy quiet enjoyment of the Demised Premises and shall not be
evicted or disturbed in possession of the Demised Premises so long as Tenant
complies with the terms of this Lease Agreement.
Waiver.
26.1
It is mutually covenanted and agreed by and between the parties hereto that
the failure of Landlord to insist upon the strict performance of any of the
conditions, covenants, terms or provisions of this Lease Agreement, or to
exercise any option herein conferred, will not be considered or construed as
a waiver or relinquishment for the future of any such conditions, covenants,
terms, provisions or options but the same shall continue and remain in full
force and effect.
26.2
A waiver of any term expressed herein shall not be implied by any neglect of
Landlord to declare a forfeiture on account of the violation of sUch term if
such violation by continued or repeated subsequently and any express
waiver shall not affect any term other than the one specified in such waiver
and that one only for the time and in the manner specifically stated.
26.3
The receipt of any sum paid by Tenant to Landlord after breach of any
condition, covenant, term or provision herein contained shall not be' deemed
a waiver of such breach, but shall be taken, considered and construed as
payment for use and occupation, and not as Rent, unless such breach be
expressly waived in writing by Landlord.
Notices.
The addresses for all notices required under this Lease Agreement shall be as
follows, or at such other address as either party shall in writing, notify the other:
LANDLORD:
City Manager
City of Miami Beach
170i3 Convention Center Drive
Miami Beach, Florida 33139
With copy to:
City Attorney
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
And copy to:
Asset Manager
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
17
28.
29.
30.
31.
32.
33.
TENANT:
Omni Credit Services of Southeast Florida, Inc.
1701 Meridian Avenue, Suite 200
Miami Beach, Florida 33139
With copy to:
Greg Straub, Esquire
333 Bishops Way, Suite 100
Brookfield WI, 53005
All notices shall be hand delivered and a receipt requested, or by certified mail with
return receipt requested, and shall be effective upon receipt.
Entire and Bindinq Agreement.
This Lease Agreement contains all of the agreements between the parties hereto,
and it may not be modified in any manner other than by agreement in writing signed
by all the parties hereto or their successors in interest. The terms, covenants and
conditions contained herein shall inure to the benefit of and be binding upon
Landlord and Tenant and their respective successors and assigns, except as may
be otherwise expressly provided in this Lease Agreement.
Provisions Severable.
If any term or provision of this Lease Agreement or the application thereof to any
person or circumstance shall, to any extent, be invalid or unenforceable, the
remainder of this Lease Agreement, 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 Agreement shall be valid and be enforced to the fullest extent permitted by
law.
Captions.
The captions contained herein are for the convenience and reference only and shall
not be deemed a part of this Lease Agreement or construed as in any manner
limiting or amplifying the terms and provisions of this Lease Agreement to which
they relate.
Number and Gender.
Whenever used herein, the singular number shall include the plural and the plural
shall include the singular, and the use of one gender shall include all genders
Governing Law.
This Lease Agreement shall be governed by and construed in accordance with the
law of the State of Florida.
Limitation of Liability.
The Landlord desires to enter into this Agreement only if in so doing the Landlord
can place a limit on Landlord's liability for any cause of action for money damages
due to an alleged breach by the Landlord of this Agreement, so that its liability for
18
34.
35.
36.
any such breach never exceeds the sum of Ten Thousand Dollars and no/100
($10,000.00). Tenant hereby expresses its willingness to enter into this Agreement
with the Tenant's recovery from the Landlord for any damage action for breach of
contract to be limited to a maximum amount of Ten Thousand (10,000.00) Dollars.
Accordingly, and notwithstanding any other term or condition of this Agreement,
Tenant hereby agrees that the Landlord shall not be liable to Tenant for damage in
an amount in excess of Ten Thousand ($10,000.00) Dollars for any action or claim
for breach of contract arising out of the performance or non-performance of any
obligations imposed upon the Landlord by this Agreement. Nothing contained in
this Section or elsewhere in this Agreement is in any way intended to be a waiver of
the limitation placed upon Landlord's liability as set forth in Florida Statutes, Section
768.28.
Surrender of the Demised Premises.
The Tenant shall, on or before the last day of the term herein demised, or the
sooner termination thereof, peaceably and quietly leave, surrender and yield upon
to the Landlord the Demised Premises, together with any and all equipment,
fixtures, furnishings, appliances or other personal property, if any, located at or on
the Demised Premises and used by Tenant in the maintenance, management or
operation of the Demised Premises, excluding any trade fixtures or personal
property, if any, which can be removed without material injury to the Demised
Premises, free of all liens, claims and encumbrances and rights of others or broom-
clean, together with all structural changes, alterations, additions, and improvements
which may have been made upon the Demised Premises, in good order, condition
and repair, reasonable wear and tear excepted, subject, however, to the
subsequent provisions of this Article. Any property which pursuant to the provisions
of this Section is removable by Tenant on or at the Demised Premises upon the
termination of this Lease Agreement and is not so removed may, at the option of the
Landlord, be deemed abandoned by the Tenant, and either may be retained by the
Landlord as its property or may be removed and disposed of at the sole cost of the
Tenant in such manner as the Landlord may see fit. If the Demised Premises and
personal property, if any, be not surrendered at the end of the term as provided in
this Section, the Tenant shall make good the Landlord all damages which the
Landlord shall suffer by reason thereof, and shall indemnify and hold harmless the
Landlord against all claims made by any succeeding tenant or purchaser, so far as
such delay is occasioned by the failure of the Tenant to surrender the Demised
Premises as and when herein required.
Time is of the Essence.
Time is of the essence in every particular and particularly where the obligation to
pay money is involved.
Venue.
This Lease Agreement shall be enforceable in Miami-Dade County, Florida, and if
legal action is necessary by either party with respect to the enforcement of any and
all the terms or conditions herein, exclusive venue for the enforcement of same
shall lie in Miami-Dade County, Florida.
19
LANDLORD AND TENANT HEREBY KNOWINGLY AND INTENTIONALLY
WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING
THAT THE LANDLORD AND TENANT MAY HEREIN AFTER INSTITUTE
AGAINST EACH OTHER WITH RESPECT TO ANY MATTER ARISING OUT OF
OR RELATED TO THIS LEASE AGREEMENT.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be
signed by the resp..,ective duly authorized officers, and the respective corporate seals to be
affixed this -7 T~ day of .7-~ L.~ ,2004.
ATTEST:
CITY CLERK
ATTEST:
AL
(affix here)
TENANT:
OMNI CREDIT SERVICES OF SOUTHEAST FLORIDA, INC.
BY:
~G PARTNER
F:\DDHP\$ALL~ASSET~777-17th Street\EDAW\OMNI LeaseFinaI.DOC
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
20
)0
Exhibit A