Damian J. Gallo & Associates Lease AgreementC`7~-_ s//~~o~
CONSENT TO ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT
This Consent to Assignment and Assumption of Lease Agreement is being entered into
on this 13th day of May, 2009, by and between DADE COUNTY FEDERAL CREDIT
UNION ("Tenant/Assignor"), a federally chartered credit union and DAMIAN J. GALLO &
ASSOCIATES, INC., a Florida corporation ("Tenant/Assignee") whose principal address
is 2400 Red Road, Miami, Florida 33155.
WITNESSETH, that for valuable consideration in hand paid by the Tenant/Assignee to
the Tenant/Assignor, receipt of which is hereby acknowledged, the Tenant/Assignor
hereby assigns and transfers to the Tenant/Assignee, and Tenant/Assignee hereby
accepts, all of its right, title, interest, and obligations in and to the following described
agreements:
Tenant/Assignor's rights, title, interest, and obligations under that certain
Lease Agreement by and between the Miami Beach Federal Credit Union
and the City of Miami Beach (City), dated July 30, 2003, for the
Tenant/Assignor's lease of a portion of the City-owned property located at
1701 Meridian Avenue, Miami Beach, Florida (a.k.a. Unit 775 17th Street),
as amended by that certain First Amendment to Lease Agreement, dated
January 11, 2006, and that certain .Second Amendment to Lease
Agreement, dated May 13, 2009, (collectively, the Lease, First
Amendment and Second Amendment are also referred to as the Lease
Agreement) attached hereto as Exhibit A-1.
Provided, however, no warranties of any kind whatsoever are made incident to this
Assignment.
IN WITNESS WHEREOF, the Tenant/Assignor and Tenant/Assignee have executed
this Consent to Assignment and Assumption on the day and year first above written.
Dade County F ral Credit nion nant/Assignor)
By: ~ Date: ~ ~ ~ ~
eorg Joseph, resident /CEO
Attest:
Secretary
Date:
Damian J a so ~ (Tenant/Assignee)
By:
Damian J. Gall President
Attest:
Date: G ' ~ '
Date:
Secretary
EXHIBIT A-1
SECOND AMENDMENT TO LEASE AGREEMENT
This Second Amendment to Lease Agreement is entered into this 13th day of
May, 2009 by and among the CITY OF MIAMI BEACH, a municipal corporation whose
address is 1700 Convention Center Drive, Miami Beach, Florida, 33139 (City and/or
Landlord); Dade County Federal Credit Union, a federally chartered credit union,
whose address is 775 17th Street, Miami Beach, Florida, 33139, as Tenant and Assignor
of that certain Lease Agreement with the City, dated July 30, 2003 (as amended and
assigned); and Damian J. Gallo 8~ Associates, Inc., a Florida corporation, whose
principal address is 2400 Red Road, Miami, Florida 33155, as the new Tenant and
Assignee under said assignment as herein below consented to by the City.
WITNESSETH:
WHEREAS, the City has been leasing to Tenant/Assignor, Dade County Federal
Credit Union, a portion of the City-owned property, located at 1701 Meridian Avenue
(a.k.a. 775 17th Street), Miami Beach, Florida, for Tenant/Assignor's use as a federal
credit union under the terms and conditions of that certain Lease Agreement, dated July
30, 2003, as amended by that First Amendment to Lease Agreement, dated January 11,
2006; and
WHEREAS, the Tenant/Assignor, Dade County Federal Credit Union, and the
new Tenant/Assignee, Damian J. Gallo & Associates, Inc., have agreed to an
amendment and assignment -and assumption of said Lease Agreement (as amended),
and the City has consented to said assignment and assumption pursuant to Resolution
No. 2009-27071; and
WHEREAS, concurrent with the execution of the Consent to Assignment- and
Assumption of Lease Agreement by the Tenant/Assignor and new Tenant/Assignee, the
parties further wish to execute this Second Amendment to Lease Agreement, having an
effective date of June 1, 2009, and remain in effect throughout the remainder of the
current Lease term, scheduled to expire on January 31, 2011.
NOW THEREFORE, the City, Tenant/Assignor, and the new Tenant/Assignee,
for and in consideration of the mutual covenants, agreements and undertakings herein
contained, do by these presents mutually covenant and agree to assign and amend the
Lease Agreement, as follows:
1. Upon execution of the Consent of Assignment and Assumption of Lease
Agreement, Tenant/Assignor and new Tenant/Assignee hereby acknowledge and
agree to said assignment and assumption, and Tenant/Assignee further agrees
to be bound by the terms and conditions of the Lease Agreement, as amended
by this Second Amendment to Lease Agreement.
2. Upon execution of the Consent to Assignment and Assumption of Lease
Agreement and Second Amendment to Lease Agreement, and for purposes of
interpreting the cumulative agreements (i.e. the Lease Agreement, the Second
Amendment to Lease Agreement and the Consent to Assignment and
Assumption) the term "Tenant" and Tenant/Assignee shall be considered one
and the same, and Damian J. Gallo & Associates, Inc. shall be deemed the new
Tenant for purposes of the Lease. All references to Tenant, under the Lease, as
amended, shall hereinafter be deemed to refer to Damian J. Gallo & Associates,
Inc. (d/b/a Permit Doctor).
3. Section 1, entitled "Demised Premises", located on Page 1 of the Lease
Agreement, shall be shall be amended (deleted items and
inserted items underlined) as follows:
Demised Premises.
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The City, 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 City, those certain premises hereinafter referred to as the
"Demised Premises" and more fully described as follows:
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1, 268.87 square feet of City-owned property (the "Building"),
located at 1701 Meridian Avenue, Unit 4 (a.k.a. 775 17t Street),
Miami Beach, Florida, 33139, and as more specifically delineated in
"Exhibit 1 ", attached hereto and incorporated herein.
4. Subsection 3.1, entitled "Base Rent", located on Page 2 of the First Amendment
to Lease Agreement, shall be shall be amended (deleted items s~cl~l~
and inserted items underlined) as follows (Note that this amendment is provided
solely for clarification purposes as to the corrected square footage based upon
the updated 2007 City survey):
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3.1 Base Rent:
Base Rent for the Demised Premises shall begin to accrue on February 1,
2006 (the Commencement Date), and shall be based upon a total
leasable space of ~9 1,268.87 square feet.
5. Subsection 3.2.1, entitled "Operating Expenses", located on Page 2 of the Lease
Agreement and as amended on Page 3 of the Consent to Assignment and First
Amendment to Lease Agreement, shall be deleted in its entirety and replaced
with the following new Subsection 3.2.1 as follows:
3.2.1 Operating Expenses:
Tenant shall pay Four Hundred Twenty Two Dollars and 96/100 ($422.96)
der month for its proportionate share of "Operating Expenses" which are
defined as follows:
"Operating Expenses" shall mean the following costs and expenses
incurred in operating repairing, and maintaining the Common Facilities
jas hereinafter defined) and shall include, 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,
removinc,L 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 c/eanin_g
adjacent areas, management fees and the City's employment expenses to
employees furnishing and rendering any services to the common areas,
together with an additional administration charge equal to fifteen percent
j15%) of all other expenses included in the annual common area
expenses, provided b ty he City for the common or joint use and/or benefit
of the occupants of the Building, their employees, agents, servants,
customers and other invitees.
"Common Facilities" shall mean all Building areas, spaces, equipment, as
well as certain services, available for use by or for the benefit of Tenant
and/or its employees, agents, servants, volunteers, customers, quests
and/or invitees.
Tenant agrees and understands that the costs incurred for Operating
Expenses may increase or decrease and, as such, Tenant's share of
Operating Expenses shall increase or decrease accordingly.
6. Section 3.2.2, entitled "Property Taxes", located on Page 3 of the Lease
Agreement, and as amended on Page 3 of the Consent to Assignment and First
Amendment to Lease Agreement, shall be deleted in its entirety and replaced
with the following new Subsection 3.2.2 as follows (Note that this amendment is
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provided solely for clarification purposes as to the current rate for the 2008 Ad
Valorem Real Estate Property Tax, as provided by Miami-Dade County, Florida):
3.2.2 Property Taxes:
The Property Tax Payment shall be payable by Tenant, in
accordance with Section 11 herein. The 2008 Property Tax
Payment is Eleven Thousand Thirty Two Dollars and 47/100
($11 032.47) payable in monthly installments of Nine Hundred
Nineteen Dollars and 37/100 ($919.37).
7. Section 5, entitled "Parking", located on Page 3 of the Lease Agreement shall be
deleted in its entirety and replaced with the following new Section 5 as follows:
Parking.
Tenant may request from the City's Parking Department, the use of no more
than three (3) parking spaces if available at Municipal Parking Garage 2-G
located on 17t St er et and Meridian Court. Rates for said spaces are subject to
change and are can-ently Seventy ($70.00) Dollars per month, plus applicable
sales and use tax per space.
8. Section 6, entitled "Security Deposit", located on Page 3 of the Lease Agreement
shall be amended (deleted items s-t~sl~h and inserted items underlined)
as follows:
Security Deposit:
won execution of this Agreement Tenant shall furnish the City with a Security
Deposit in the amount of Five Thousand ($5, 000.00) Dollars. Said Security
Deposit shall serve to secure Tenant's performance in accordance with the
provisions of this Agreement. In the event Tenant fails to perform in accordance
with said provisions, the City may retain said Security Deposit, as well as pursue
any and all other legal remedies provided herein, or as may be provided by
applicable law.
The parties agree and acknowledge that the foregoing condition is intended to be
a condition subsequent to the City's approval of this Agreement. Accordingly, in
the event that Tenant does not satisfy the aforestated, then the City Manager or
his designee may immediately, without further demand or notice, terminate this
Agreement without being prejudiced as to any remedies which may be available
to him for breach of contract.
9. Section 7, entitled "Use and Possession of the Demised Premises", located on
Page 4 of the Lease Agreement and as amended on Page 4 of the Consent to
Assignment and First Amendment to Lease Agreement, shall be deleted in its
entirety and replaced with the following new Section 7 as follows:
Use and Possession of Demised Premises.
7.1 The Demised Premises shall be used by the Tenant solely for the
urpose(s) of providing building plan and permit processing services (f. e.
certificates of completion certificates of occupancy. violation remediation,
plan review processing and expediting services inspection management,
~ecial and 40 year inspections fire and building compliance, permit
administration occupancy load calculations special event permitting, and
recording services).
Tenant's uses and/or services provided upon the Demised Premises may
require Tenant to interact from time to time, wifh City of Miami Beach
officials and employees acting in their requlatory capacity.
Notwithstanding the preceding Tenant hereby represents and warrants to
the City that it shall in no way whether express or implied, give the
impression that Tenant is in any way acting as an agent and/or
representative of the City of Miami Beach, nor that, by virtue of this
Agreement Tenant derives any special benefit and/or consideration from
the City (acting in its regulatory capacity) with regard to Tenant's provision
of plan and permit processing services to third parties. Any violation of this
Subsection 7.1 by Tenant shall be deemed as an automatic default under
this Agreement and notwithstanding any other provision set forth herein,
shall entitle the City to automatically terminate this Agreement, without
further notice to Tenant, and without liability to the City.
Said Premises shall be open for operation a minimum of five (5) days a
week, with normal hours of operation being as follows:
Monday -Friday: 7:00 AM to 5:00 PM
Tenant shall not otherwise modify the days or hours of operation without
the prior written approval of the City Manager. Nothing herein contained
shall be construed to authorize hours contrary to the laws goveminq such
operations.
7.2 It is understood and agreed that the Demised Premises shall be used by
the Tenant during the Term of this Agreement only for the above
purposeU/use(s), and for no other purpose(s) and/or use(s) whatsoever.
Tenant will not make or permit any use of the Demised Premises that,
directly or indirectly, is forbidden by law, ordinance or government
regulation, or that may be dangerous to life, limb or property. Tenant may
not commit (nor permit) waste on the Demised Premises; nor permit the
use of the Demised Premises for any illegal purposes; nor commit a
nuisance on the Demised Premises. In the event that the Tenant uses the
Demised Premises (or otherwise allows the Demised Premises to be
used) for any purpose(s) not expressly permitted herein, or permits and/or
allows any prohibited use(s) as provided herein, then the City may declare
this Agreement in default pursuant to Section 18 or, without notice to
Tenant, restrain such improper use by injunction or other legal action.
7.3 Exclusive Use:
Provided that Tenant is i_n actual occupancy of the Demised Premises and
using the Demised Premises for the permitted use(s) set forth in
Subsection 7.1 then the City hereby agrees that it shall not lease space in
the Building with persons or entities whose primaN principal business is
providing building plan and permit processing services, where "primary
principal business" means that greater than fifty (50%) percent of such
other tenant's gross revenue shall be derived from providing one or more
of the services set forth in Subsection 7.1. Notwithstanding the foregoing,
Tenant acknowledges that other space in the office portion of the Building
(i a floors 2 through 5 but excluding ground floor retail spaces) may be
leased by the Cit ty o persons or entities whose primary principal business
is providing architectural and/or engineering services. The provisions of
this Subsection 7.3 shall not apply to the City of Miami Beach, and/or its
officers employees agents and/or consultants as or when any and all
such individuals may be engaged in the provision of building plan permit
and permit processing services on behalf of the City.
10. Section 8, entitled "Improvements", located on Page 4 of the Lease Agreement
shall be deleted in its entirety and replaced with the following new Section 8 as
follows:
Improvements.
8.1 Tenant accepts the Demised Premises in their present "AS /S" condition
and may construct or cause to be constructed, such interior and exterior
improvements and maintenance to the Demised Premises, as reasonably
necessary for it to carry on its permitted use(s), as set forth in Section 7;
provided however that any plans for such improvements shall be first
submitted to the City Manager for his prior written consent, which consent,
if granted at all shall be at the City Manager's sole and absolute
discretion. Additionally any and all approved improvements shall be made
at Tenant's sole expense and responsibility. All permanent (fixed)
improvements to the Demised Premises shall remain the property of the
City upon termination and/or expiration of this Agreement. Upon
termination and/or expiration of this Agreement, all personal property and
non-permanent trade fixtures may be removed by the Tenant from the
Demised Premises, provided that they can be (and are) removed without
damage to the Demised Premises. Tenant will permit no liens to attach to
the Demised Premises arising from, connected with, or related to the
design and construction of any improvements. Moreover, such
construction shall be accomplished through the use of licensed, reputable
contractors who are acceptable to the City. Any and all permits and or
licenses required for the installation of improvements shall be the sole cost
and responsibility of Tenant.
8_2 Notwithstanding Subsection 8.1, upon termination and/or expiration of this
Agreement, and at City's sole option and discretion, any or all alterations
or additions made by Tenant to or in the Demised Premises shall, upon
written demand by the City Manager be promptly removed by Tenant, at
its expense and responsibility and Tenant further hereby agrees, in such
event to restore the Demised Premises to their original condition prior to
the Commencement Date of this Agreement.
8.3 The above requirements for submission of plans and the use of specific
contractors shall not apply to improvements (which term, for purposes of
this Subsection 8.3 only shall also include improvements as necessary for
Tenant's maintenance and repair of the Demised Premises) which do not
exceed Five Hundred ($500.00) Dollars provided that the work is not
structural and provided that it is permitted by applicable law.
11. Section 13, entitled "Maintenance and Repair", located on Page 8 of the Lease
Agreement shall be deleted in its entirety and replaced with the following new
Section 8 as follows:
Operation, Maintenance and Repair.
13.1 Tenant shall be solely responsible for the operation, maintenance and
repair of the Demised Premises. Tenant shall, at its sole expense and
responsibility maintain the Demised Premises, and all fixtures and
~~urtenances therein and shall make all repairs thereto, as and when
needed to preserve them in good working order and condition. Tenant
shall 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
q/ass or other glass in the Demised Premises which may become broken,
using .glass of the same or better quality.
The City 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(s) and/or toilet(s), including such sink(s) and toilet(s)
fixtureL) within the Demised Premises), the common areas and the
chilled water supply system. The City shall maintain and/or repair those
items that it is responsible for, so as to keep same in proper working
condition.
Tenant agrees and understands, thaf if the Citesprovides a separate air-
conditioning unit for the Demised Premises, the City, at its sole discretion,
may require that Tenant obtain, at any time durin_g the Term of this
Agreement, and continuously maintain in good standing, at Tenant's
expense, throughout the Term of this Agreement, a maintenance and
repair contract, approved by the City, with a service company previously
approved in writing by the City, providing for the preventative maintenance
and repair of all heating/ventilation/air-conditioning (HVAC) equipment
servicing the Demised Premises. In the event that the City notifies Tenant
that it will require Tenant to contract for said maintenance and repair
services, Tenant shall provide to the City, in writing, within ten (10)
business days, the name(s) and telephone number(s) of service
company(ies1 for the City'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 the City's
~~roval of the service company as proof of Tenant's compliance with
this provision.
If the City provides a separate air-conditioning unit for the Demised
Premises as provided herein, Tenant may request that the City inspect
same to ensure that it is in proper working order. If the unit is not in proper
working order the City shall, at its sole discretion, repair or replace the
unit.
13.2 All damage or injury of any kind to the Demised Premises, and including
without limitation its fixtures, glass, appurtenances, and equipment (if
any or to the building fixtures, glass, appurtenances, and equipment, if
any except damage caused by the gross negligence and/or willful
misconduct of the City, shall be the sole obligation of Tenant, and shall be
repaired restored or replaced promptly by Tenant, at its sole expense and
to the satisfaction of the City.
13.3 All of the aforesaid repairs, restorations and replacements shall be in
quality and class equal to or better than the original work or installations
and shall be done in good and workmanlike manner.
13.4 /f Tenant fails to make such repairs or restorations or replacements, the
same may be made by the City, at the expense of Tenant, and all sums
went and expenses incurred by the City shall be collectable by the City
and shall be paid by Tenant within three (3) days after submittal of a bill or
statement therefore.
13.5 /t shall be Tenant's sole obligation and responsibility 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.
13.6 Tenant Responsibilities for Utilities (not included within Operating
Expenses).
Tenant is solely responsible for, and shall promptly pay when due, all
charges and impact fees for any and all utilities for the Demised Premises
NOT included as an Operating Expense (pursuant to Subsection 3.2.1).
In addition to other rights and remedies hereinafter reserved to the Cit
upon the failure of Tenant to pay for such utility services (as contemplated
in this Subsection 13.6) when due, the City may elect, at its sole
discretion. to aav same. whereby Tenant agrees to promptly reimburse the
City upon demand.
In no event, however, shall the City be liable, whether to Tenant or to third
parties, for an interruption or failure in the supply of any utilities or services
to the Demised Premises.
13.7 TENANT HEREBY ACKNOWLEDGES AND AGREES THAT THE
DEMISED PREMISES ARE BE/NG LEASED /N THEIR PRESENT "AS
IS" CONDITION.
12. Section 27, entitled "Notices", located on Page 16 of the Lease Agreement and
as amended on Page 4 of the Consent to Assignment and First Amendment to
Lease Agreement, shall be deleted in its entirety and replaced with the following
new Section 27 as follows:
Notices.
The addresses for all notices required under this Agreement shall be as follows,
or at such other address as either party shall be in writing, notify the other.•
LANDLORD: City Manager
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
With copy to: Asset Manager
City of Miami Beach
1700 Convention Center Drive
Miami Beach. Florida 33139
TENANT: Damian J. Gallo, President
Damian J. Gallo & Associates, Inc.
2400 Red Road
Miami, Florida 33155
With copy to: Office Manager
Permit Doctor
767171 Street
Miami Beach, Florida 33139
All notices shall be hand delivered and a receipt requested, or by certified mail
with Refurn receipt requested, and shall be effective upon receipt.
13. Except as otherwise specifically amended herein, all other terms and conditions
of the Lease Agreement by and between the Landlord and Tenant shall remain in
full force and effect. In the event there is a conflict between the provisions
provided herein and the Lease Agreement, the provisions of this Consent to
Assignment and Second Amendment to Lease Agreement shall govern.
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IN WITNESS WHEREOF, the Landlord, Tenant/Assignor and the new Tenant/Assignee
have hereunto affixed their respective hands and seals at the place, and on the day and
date first hereinabove written. Signed, sealed and delivered in the presence of:
Attest:
Landlord:
CITY OF MIAMI BEACH, FLORIDA
~~
Robert Parcher, City Clerk Matti Herrera Bower, Mayor
Attest:
Secretary
Print Name)
Tenant/Assignor:
Dade County Federal Credit Union
Geofge J eph, President /CEO
~c=o 2~G ~ o s ~P~~
(Print Name)
New Tenant/Assignee:
Damian J. Gallo & Associates, Inc.
Secretary
(Print Name)
ian J. Gallo resident
•
~ ~ G ~
,~~ ~1
(Print Name)
F:\RHCD\$ALL\ECON\$ALLWSSET\777-17th Street\Credit Union\ConsentToAssignment&2ndAmendment(2).DOC
APPROVED AS TO
FORM & LANGUAGE
FjQR EXECUTION
~ ~ OR
11 City Attom n Date
EXHIBIT 1
Demised Premises
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ELEMENTS ~~ + • ' •~~
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j ~ Nom, ElE OR '! ; :~'! t :`a
AREA UNIT 1= 1,326.78 S/F ~~s
AREA UNIT 2= 1,802.89 S/F "'• "" '" •• D
AREA UNIT 3= 1,290.59 S/F scA~ FEET
AREA UNIT 4= 1,268.87 ~S/F Ls.
SDRVEI'OR'S NOTE
DETAR3 DP INTERIORS WAt15 WERE BAgD IN gtldNAl DRAINNCS AND BEST k1F0RMA7~N OBTAIN FROM FIE1D S1R0£Y
First Floor Plan
Prepored by: 1701 MERIDIAN BUILDING CONDOMINIUM
/~ Gy'c~I~~T~• ~g~rfflanL ~' leacJv
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~~~~~la+rdzs ~ Page 4 of 9
sds 679-7080 Exhibit "B" ~°~"~'4~~~~PO07
12