ATM Lease~do9-a7o9~Z
ATM LEASE
THIS LEASE, dated as of the 3~ day of ~u~~ 2009, between
SUNTRUST BANK, a Georgia banking corporation ("Tenant"), and the CITY OF MIAMI
BEACH, a Florida municipal corporation ("Landlord"), provides as follows:
THAT for and in consideration of the mutual promises and conditions set forth
herein and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Tenant and Landlord hereby agree as follows:
1. BASIC LEASE PROVISIONS.
The following constitute the basic terms, definitions and provisions of this Lease:
(a) PREMISES: Approximately sixteen (16) square feet of space,
as more particularly shown and described on
Exhibit A attached hereto (the "Premises"), for
the installation, operation, maintenance,
replacement and removal of an automated teller
machine, or any similar machine or terminal
(collectively, the "ATM"), in the building known as
Miami Beach City Hall and located at 1700
Convention Center Drive, Miami Beach, Florida
33139 (the "Building").
(b) INITIAL TERM: Five (5) years (the "Initial Term").
(c) COMMENCEMENT August 1, 2009 (the "Commencement Date").
DATE:
(d) TERMINATION DATE: July 31, 2014 (the "Termination Date").
(e) RENT: $1.00 per year, payable on or before the
Commencement Date and on the anniversary
thereof for each lease year thereafter (the
"Rent").
(f) RENEWAL TERMS: One (1) additional term of four (4) years three
hundred sixty four (364) days (the "Renewal
Term").
(g) LANDLORD'S City of Miami Beach
ADDRESS: 1700 Convention Center Drive
Miami, Florida 33139
Attn: Juan Rodriguez
Phone: (305) 673-6000 Ext. 6920
Fax: (786) 394-4259
(h) TENANT'S ADDRESS: SunTrust Bank
Corporate Real Estate
200 S. Orange Avenue, MC 2032
Orlando, FL 32801
Attn: Beau Davis
Phone: (407) 237-4281
Fax: (407) 237-1718
2. PREMISES.
Landlord hereby leases the Premises to Tenant, together with the non-exclusive
right of access to and from the Premises and the non-exclusive right to use all
parking areas, sidewalks and other common areas inside and outside of the
Building, upon the terms and conditions set forth herein.
3. TERM.
(a) The Initial Term of this Lease shall be for the period set forth in Section 1
and shall commence on the Commencement Date and terminate on the
Termination Date, unless earlier terminated or extended as provided
herein. Landlord shall, immediately after the execution of this Lease,
deliver possession of the Premises to Tenant for installation of the ATM.
For purposes hereof, the "Term" shall mean the Initial Term and any
Renewal Term exercised by Tenant as provided herein.
(b) Tenant shall have the option to renew this Lease for the Renewal Term
set forth in Section 1. Tenant may exercise such renewal option by
sending written notice of such exercise to the Landlord at least sixty (60)
days prior to the end of the Initial Term. In the event Tenant elects to
renew the Term, the Renewal Term shall be upon the same terms and
conditions as set forth in this Lease.
(c) Notwithstanding any other provision of this Lease to the contrary, either
party may terminate this Lease at any time, with or without cause, by
providing at least ninety (90) days prior written notice of such termination
to the other party, in which event neither party shall have any further rights
or obligations hereunder (except as specifically provided herein) after the
termination of this Lease. Notwithstanding any other provision of this
Lease to the contrary, Tenant shall have the right to terminate this Lease
by providing at least thirty (30) days prior written notice of such
termination to the Landlord, in which event neither party shall have any
further rights or obligations hereunder (except as specifically provided
herein), if at any time during the Term (i) the Building is not open for
business to the public for a period of more than sixty (60) consecutive
days, (ii) the normal hours the Building is open for business to the public
is restricted by Landlord to the extent that Tenant is unable to operate the
ATM in a manner satisfactory to Tenant, (iii) Landlord is no longer the
owner or operator of the Building and the new owner or operator of the
Building is not acceptable to Tenant, (iv) the type of business being
conducted in the Building or the trade name under which such business is
being conducted on the date of this Lease is subsequently changed and
such new business or trade name is not acceptable to Tenant, (v) Tenant
determines in its sole discretion that the ATM is not generating sufficient
use to justify the continued operation of the ATM in the Building, or (vi)
any governmental authority having jurisdiction over Tenant or the
Premises adopts, issues or promulgates any law, statute, ordinance, rule
or regulation that prohibits or restricts Tenant's ability to charge a fee in
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connection with the use of the ATM or limits the amount of any such fee
that Tenant may charge the user of the ATM.
(d) Notwithstanding any other provision of this Lease to the contrary, Tenant's
obligations under this Lease are expressly subject to the Tenant's receipt
of all necessary governmental and regulatory approvals to install and
operate the ATM in the Premises (collectively, the "Approvals"). Tenant
agrees to exercise commercially reasonable efforts to obtain the
Approvals promptly after the execution of this Lease. If the Approvals are
denied or have not been received within ninety (90) days after the date
hereof, this Lease shall become null and void at Tenant's option, in which
event neither party shall have any further rights or obligations hereunder.
(e) Notwithstanding any other provision of this Lease to the contrary, Tenant
shall have the right at any time after the first (1St) anniversary of the
Commencement Date to terminate this Lease in the event the total
number of monthly transactions performed at the ATM is less than fifty
(50) transactions per month for any three (3) successive month period, by
providing at least thirty (30) days prior written notice of such termination to
the Landlord, in which event neither party shall have any further rights or
obligations hereunder (except as specifically provided herein) after the
termination of this Lease.
4. PAYMENTS.
Tenant shall pay the Rent to the Landlord, at the Landlord's address identified in
Section 1, with each installment thereof due in advance on the Commencement
Date and each annual anniversary thereafter during the Term.
5. USE AND OCCUPANCY.
Tenant shall have the exclusive right to use and occupy the Premises for the
installation, operation, maintenance, replacement and removal of the ATM, or
any similar machine or terminal that may be initially or subsequently installed by
the Tenant, and may provide or promote at the Premises any services the
Tenant may lawfully offer including, without limitation, banking, insurance,
consumer finance, trust services and investment services and products. Landlord
agrees that during the Term the Tenant shall have the exclusive right to operate
an ATM or any similar machine in the interior and exterior of the Building and in
the adjacent parking lots serving the Building. Landlord acknowledges that a
breach of Tenant's exclusive rights hereunder shall cause the Tenant irreparable
harm and Tenant shall have the right, in addition to all other remedies available
to the Tenant, to obtain injunctive or other relief for the enforcement of such
exclusive rights, and Landlord agrees to reimburse Tenant for all reasonable
attorneys' fees and other costs incurred by Tenant in connection with the
enforcement of such exclusive rights. Further, Landlord represents, warrants and
agrees that:
(a) No lease or other agreement for the Building recognizes or grants an
exclusive right or privilege to any other tenant, or other person or entity, to
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offer any product or service that conflicts with Tenant's exclusive rights
hereunder;
(b) This Lease and the exercise by Tenant of its rights hereunder will not
cause a breach or default to occur under any lease, mortgage, agreement
or other encumbrance affecting the Landlord, the Premises or the
Building;
(c) Provided Tenant performs all of its obligations under this Lease, Tenant
shall have and enjoy peaceful and quiet possession of the Premises
during the Term; and
(d) Landlord shall not limit or obstruct access to and from the ATM or obscure
the visibility of the ATM to Landlord's customers, employees and invitees
in the Building during normal business hours.
6. SIGNS.
Tenant may place signs identifying itself and its operations and the names and
logos of network providers on the ATM and the Premises and in prominent
locations on the interior and exterior of the Building in accordance with the
signage plans attached hereto as Exhibit B. Any change to such approved
signage shall be subject to the prior written consent of the Landlord, which
consent shall not be unreasonably withheld. Tenant shall be obligated, at its
expense, to obtain all required consents and approvals for such exterior signs
from the applicable local governmental authorities. Tenant may conduct its
operations at the Premises under its current trade name or any other trade name
that Tenant may lawfully use in the jurisdiction in which the Building is located.
7. FIXTURES AND EQUIPMENT.
Tenant, at its expense, may provide all fixtures and equipment that it deems
necessary or desirable for the operation of the ATM and all such fixtures and
equipment shall at all times during the Term remain the property of the Tenant.
Tenant agrees that if any mechanics' or similar liens shall be filed against the
Building by any contractor, subcontractor, materialman or laborer for work
performed or materials furnished at the request of Tenant in connection with the
installation of the ATM, Tenant shall, within thirty (30) days after it is provided
with written notice of such lien, cause such lien to be released or bonded off and
removed of record. Landlord expressly waives and releases any right the
Landlord may have to a lien under the common or statutory laws of the
jurisdiction in which the Building is located upon the ATM or any other fixtures,
machinery or equipment installed by Tenant on the Premises. Landlord agrees
to execute any document necessary to evidence such waiver and release as
may be required from time to time by Tenant.
8. MAINTENANCE AND REPAIR.
(a) Tenant, at its expense, shall keep and maintain the ATM in good order
and repair. Landlord agrees to provide Tenant and its employees and
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contractors with access to the Premises at reasonable times for the
purposes of maintaining and servicing the ATM.
(b) Landlord, at its expense, shall (i) install a new power outlet or replace the
existing power outlet within the Premises to accommodate the ATM, (ii)
keep and maintain the Building and the Premises in good order and
repair, and (iii) furnish all necessary utilities including, without limitation,
lighting, air conditioning, heating, electricity and other utilities (but
excluding telephone), for the Premises. Landlord agrees that the supply
of electrical service to the ATM shall be continuous and shall not be
interrupted for any reason, except in the event of an emergency or as a
result of reasons beyond the Landlord's control.
9. INSURANCE.
(a) Tenant, at its expense, shall (i) insure the ATM against damage by
casualty, and (ii) maintain commercial general liability insurance, including
public liability and property damage, with respect to its operation of the
ATM, with a minimum combined single limit of liability of $2,000,000 for
personal injury or death of persons occurring on the Premises.
(b) Landlord, at its expense, shall keep the Building and the Premises insured
with broad form property damage insurance, with extended coverage, in
the amount of the replacement value of the Building. Landlord, at its
expense, shall also maintain commercial general liability insurance,
including public liability and property damage, with a minimum combined
single limit of liability of $2,000,000 for personal injury or death of persons
occurring in or around the Building or the Premises. Notwithstanding the
foregoing, Landlord may elect to self-insure with respect to any of the
coverages required hereunder.
(c) The Landlord may self-insure by means of an adequate insurance fund
set aside and maintained for that purpose as it relates the insurance
requirements under this Agreement.
10. INDEMNIFICATION.
Tenant agrees to indemnify, defend and hold the Landlord, and its officers,
directors, employees and agents, harmless from any and all claims for injury,
death, damages or expenses (including reasonable attorneys' fees) caused by
Tenant's use and occupancy of the Premises, except for any such injury, death,
damages or expenses caused by the negligence or willful misconduct of
Landlord or any employee, agent or contractor of Landlord. Te +~° °~*°^*
~ i s ,
e ~
r
.Notwithstanding the
foregoing indemnification provisions, Landlord and Tenant, on behalf of
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themselves and all others claiming under them (including any insurers), hereby
waive all claims against each other (including all rights of subrogation) for loss or
damage to their respective property arising from fire and any other casualty that
are coverable under an extended coverage insurance policy.
11. TAXES.
Landlord shall pay all real estate taxes, if any, assessed against the Building and
the Premises, and Tenant shall pay all personal property taxes imposed
specifically against the ATM.
12. TERMINATION BY LANDLORD.
If Tenant fails to pay any installment of the Rent when it becomes due and
payable and such failure continues for ten (10) days after written notice of such
failure from the Landlord to the Tenant or, if Tenant breaches any other
covenant of this Lease and fails to cure same within thirty (30) days after written
notice of such breach from the Landlord to Tenant or, if such breach cannot be
cured within such thirty (30) day period and Tenant fails to pursue diligently the
curing of such breach within a reasonable period of time thereafter, then
Landlord may, at its option, terminate this Lease by providing ten (10) days prior
written notice of such termination to Tenant, in which event neither party shall
have any further rights or obligations hereunder (except as specifically provided
herein).
13. TERMINATION BY TENANT.
If Landlord breaches any covenant of this Lease and fails to cure same within
thirty (30) days after written notice of such breach from the Tenant to Landlord
or, if such breach cannot be cured within such thirty (30) day period and
Landlord fails to pursue diligently the curing of such breach within a reasonable
period of time thereafter, then Tenant may, at its option, terminate this Lease by
providing ten (10) days prior written notice of such termination to Landlord, in
which event neither party shall have any further rights or obligations hereunder
(except as specifically provided herein).
14. SURRENDER.
Landlord acknowledges and agrees that the ATM and any other fixtures,
machinery or equipment installed by Tenant on the Premises shall remain the
property of Tenant. Within thirty (30) days after any termination or expiration of
the Term, Tenant, at its expense, shall remove the ATM and repair any damages
to the Premises caused by Tenant's installation or removal of the ATM, and
surrender possession of the Premises to Landlord in good condition, reasonable
wear and tear excepted.
15. CASUALTY.
If the Premises or the Building is destroyed by fire or other casualty or the
Building is destroyed or damaged to such an extent that Tenant is unable to
operate the ATM in a manner satisfactory to Tenant, then Tenant shall have the
right to terminate this Lease as of the date such casualty occurred by providing
written notice thereof to Landlord, in which event neither party shall have any
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further rights or obligations hereunder (except as specifically provided herein).
16. CONDEMNATION.
If the whole or any part of the Building shall be taken or condemned by any
competent authority (including, without limitation, sale under the threat of such a
condemnation) to such an extent that Tenant is unable to operate the ATM in a
manner satisfactory to Tenant, then Tenant shall have the right to terminate this
Lease as of the date such condemnation is officially announced by providing
written notice thereof to Landlord. Upon such termination, neither party shall
have any further rights or obligations under this Lease (except as specifically
provided herein). All awards made by reason of condemnation shall be made to
Landlord, and Tenant shall assign to Landlord all of its rights, title and interest in
and to any such award. Landlord shall, however, pay to the Tenant any portion
of an award which may be allocable to permanent improvements to the Premises
or the Building made by Tenant. Further, if any award includes an amount of
compensation for moving expenses, the Tenant shall be entitled to a portion of
such amount in the amount of the Tenant's actual moving expenses.
17. ASSIGNMENT AND SUBLEASE.
Except as otherwise provided in this Section, Tenant may assign its interests in
this Lease or sublease the Premises only with the prior written consent of the
Landlord, which consent shall not be unreasonably withheld or delayed.
Notwithstanding the foregoing, Tenant may assign this Lease or sublease all or
part of the Premises, without Landlord's consent, (i) to any entity that is a parent,
subsidiary or affiliate of Tenant, and (ii) to any successor in interest to Tenant by
merger, consolidation, acquisition or reorganization.
18. ENTIRE AGREEMENT.
This Lease and any exhibits attached hereto set forth the entire agreement
between the parties hereto with respect to Tenant's right to install, operate,
replace, maintain and remove the ATM. There are no promises, agreements or
understandings, whether oral or written, between the parties regarding such
matters other than as set forth in this Lease. Any amendment or modification to
this Lease shall not be binding upon either party unless such amendment or
modification is reduced to writing and signed by both parties. This Lease does
not create a partnership, agency or joint venture relationship between Landlord
and Tenant for the operation of the ATM or for any other purpose.
19. CAPTIONS.
The captions of the sections of this Lease are not part of the context of this
Lease and shall be ignored in construing this Lease. They are intended only as
aids in locating various provisions of this Lease.
20. SEVERABILITY.
Each provision contained in this Lease shall be independent and severable from
all other provisions hereof and the invalidity of any such provision shall in no way
affect the enforceability of the other provisions hereof.
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21. GOVERNING LAW.
This Lease shall be governed by and construed in accordance with the laws of
the jurisdiction in which the Building is located without regard to conflict of laws
principles.
22. BINDING EFFECT.
This Lease shall be binding upon and shall inure to the benefit of the Landlord
and the Tenant and their respective legal representatives, successors and
permitted assigns.
23. NOTICES.
All notices and communications under this Lease shall be in writing and signed
by a duly authorized representative of the party sending the same. All notices
shall be deemed effective when delivered personally or on the next business day
after being sent by a guaranteed overnight delivery service (such as UPS) or on
the third (3~d) day after being sent by certified mail, return receipt requested,
postage prepaid, to the addresses listed in Section 1. Either party may change
its address by giving written notice of such change to the other party in the
manner provided herein. Until any such written notice is actually received, the
most recent address of record shall be deemed to continue in effect for all
purposes.
24. NO BROKERS.
Landlord and Tenant represent and warrant to each other that there are no
claims for brokerage commissions or finder's fees in connection with the
execution of this Lease. Landlord and Tenant each agree to indemnify, defend
and hold the other party harmless from and against all liabilities, expenses, fees,
commissions and/or costs (including reasonable attorneys' fees) arising from any
such claims asserted by anyone claiming by, through or against the indemnifying
party.
25. AUTHORIZATION.
Each party to this Lease hereby represents that this Lease has been duly
authorized, executed and delivered by all necessary action on behalf of such
party, constitutes the valid and binding agreement of such party and is
enforceable in accordance with its terms.
26. WAIVER OF JURY TRIAL.
Landlord and Tenant hereby waive, to the extent permitted by law, the right to
trial by jury in any action or proceeding or counterclaim between the parties
hereto, or their successors or permitted assigns, arising out of or in any way
connected with this Lease or any of its provisions, Tenant's use or occupancy of
the Premises and/or any claim of injury or damage.
27. COUNTERPARTS.
This Lease may be executed in two or more counterparts, each of which shall be
deemed an original and which together shall constitute one and the same
instrument.
s
28. AUTOMATIC TERMINATION.
This Lease shall automatically terminate and become null and void in the event
this Lease has not been executed on behalf of the Landlord and returned to the
Tenant no later than 5:00 p.m. local Orlando, Florida time on ,
2009, TIME BEING OF THE ESSENCE.
IN WITNESS WHEREOF, Tenant and Landlord have executed or caused this
Lease to be executed on their behalf by their duly authorized representatives as of the
date set forth above.
WITNESSES:
~~~
By:
Name: ~, ~'r`Z ~ flod ?,h
Attest:
By: G~ti~GU,v~
TENANT:
Federal Tax ID No: 58-0466330
LANDLORD:
CITY OF MIAMI BEACH,
a Florida municipal corporation
By:
Name: Robert Parcher, City Clerk
Name: Matti Herrera Bower
Title: Mayor
Federal Tax ID No: 59-6000372
F:\RHCD\$ALL\ECON\$ALL\ASSET\SunTrust\ATM Lease SunTrust-CMB.doc
9
~ FO CUTION
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APPROVED AS TO
FORM & LANGUAGE
EXHIBIT A
ATTACH PLAN SHOWING LOCATION OF THE PREMISES
TO BE SUBMITTED
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EXHIBIT B
(Tenant's Signage Plans)
SUNTRUST
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NCR P - 77 ATM
SIDE LOGO
DECAL
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WIRE CHASE
P.~I NTEd
METALLIC SILVER
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Sterling
NORTHSTAR WHITE
# 100W'081 i
NORTHSTAR METALLIC
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NORTHSTxR METALLIC
SILVER #y185ST!~~t
USH-THRU FROP
ACKLIT LOGO
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METALLIC BLUE
PAJNTED
METALLIC SILYE
RECESSED
NETWYORK DEC,
Salt Labe City, Utah 84104
Phone: (601) 433 -0444
Fa x f.601) 433 -4445
die: I Notes:
03 ~ 03 r ~uub
~~I S.raee
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