2010-27395 Reso. ,'
' 2010-27395
RESOLUTION N'O. t a
.,
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
`` OF MIAM1BEACH, FLORIDA; APPROVING ON FIRST READING, A
LEASE AGREEMENT BETWEEN THE CITY AND RUBIN & BICKMAN,
PLLC, FOR USE OF APPROXIMATELY 1,.518 SQUARE FEET OF CITY-
OWNED PROPERTY, LOCATED AT 1.130 WASHINGTON AVENUE, 4T"
:FLOOR, MIAMI BEACH, FLORIDA; SA1D. LEASE HAVING AN INITIAL
TERM = OF THREE YEARS AND .TWENTY ONE ,DAYS, WLTH TWO
ADDITIONAL THREE YEAR RENEWAL TERMS; AT THE CITY'S SOLE
DISCRETION; WAIVING BY 5/7THS VOTE, THE COMPETITIVE BIDDING ~ .
AN:D APPRAISAL.REQUIREMENTS; AS REQUIRED BY SECTION 82-39
. ~ ~ OF THE `M1AMI BEACH C1TY CODE; f URTHER SETTING A PUBLIC
. ; ~ ~ HEARING ON JUNE 9, 2010, fOR THE SECOND READING (AND FINAL.
APPROVAL) OF THE LEASE AGREEMENT
WHEREAS, on October 21, 2008, the Finance & Citywide Projects Committee
(F&CPC) acknowledged that fhe City-owned Historic City Halt building (the "Building'') was
not needed for City offices and instructed the Administration. to advertise, market and
negotiate leases for available spaces within the Building; and
wHEREAS, Rubin & Rickman, PLLC has.expressed interest in leasing office space
- ~ .. on the 4t" Floor of the Building; and
.WHEREAS,..- the City and Tenant have negotiated the proposed Lease Agreement,
. said proposed 'Lease Agreement. having an initial term of three {3) years anal- twenty one
(2'1) days, commencing June 10, 2010 and ending June 30, 2013, with. two, (2) additional
three (3) year renewal terms, at the City's sole discretion;~and
. wHEREAS, Section 82-39 of the Miami-Beach City Code, governing. the sale/lease ,
of public property, requires a competitive bidding .process, a Planning Department analysis,
and: an independent appraisal to determine the value of the leasehold interest, as well as
two (2) readings of the proposed Lease, with the second (and final) reading followed by an
advertised ,public hearing to obtain citizen. input; and .
. .
WHEREAS, the Administration would hereby recommend thaf the Mayor and City
- - Commission approve. the attached Lease Agreement on first reading, and hereby set the
public hearing on June 9, 201 O, for second reading and final approval of the Agreement;
and
-WHEREAS, Section 82=39 of the City Code further provides for the waiver of the
.. -
cornpetitive'bidding and appraisal requirements, by 5/7t"S vote of the Mayor and City
.. _ ~ .
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Commission, for leases of City land, upon a finding by the Mayor and -City Commission that
the: public interest would be served by waiving such conditions; the Administration would
also hereby recommend that ,the Mayor and City Commission approve said:waiver.
NOW, .THEREFORE, BE 1T DULY RESOLVED BY THE MAYOR AND. CITY
COMMISSCON OF THE ~CFTI( OF MIAMI BEACH, FLORIDA, that the Mayor and City ~ .
Commission Hereby approve on first reading, a Lease Agreement between the City and
Rubin & Bickman, PLLC, fore ruse of approximately 1,518 square feet of City-owned
property, located at 1130 Washington Avenue, 4t" F1oor, Miami Beach, Florida foran initial
term of three years and twenty one days, with two additional three year renewal terms, at
the~.Cty's sole discretion, and rNaiving.by 5/7t"S vote, the competitive bidding and appraisal
requirements; as required by erection 82-39 of the Miami Beach City Code; further setting a
~. - . , -
public hearing on June 9, 2010., for the second reading (and final approval) of the Lease
Agreement. -
PASSED `and ADOPTED this 12t" day of~May, 2010...
z
ATTEST:
f -. ~ G -
Robert Parches, CITY CLERK ~ - atti Herrera Bower, MAYOR
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14PPROVED AS TO .
- . _ -FORM & LANGUAGE ~.:.
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Condensed Title:
Req-nest fo'r approval for a-Lease Agreement between the City and Rubin & Bickman, PLLC for use of 1,518 SF of City-
owned property located at 1130 Washington- Avenue, 4t" Floor, for a term. of three years and twenty one days, with two
additional three year renewal terms; waiving by 5/7t"S vote the competitive .bidding and appraisal requirements as required by
Section 82=30 and setting a public hearing on-June~9, 20.10, .for second read'in and public hearin .
COMMISSION ITEM SUMMARY
Ke Intended Outcome Su orted: -
Increase:resident satisfaction with the level of services and facilities. .
Supporting Data (Surveys, Environmentral Scan, etc.): .
Approximately 40%.of retaiC businesses surveyed, .rank Miami Beach, asone of the best places to do business and 61 % of
the same.., rou would recommend Miami beach as a lace to do business.
. ..
Issue: - • . _,
Shou d the~~Cit Commission a rove. the Icase a regiment? ~ ,
Item Summa /Recommendation:
.FIRST READING .
On October 21, 2008, the-Finance & Citywide Projects Committee (F&CPC) acknowledged~thatthe City-owned Historic City
Haif building (the "Building") .was, notneeded for City offices and instructed the Administration to advertise, market. and
negotiate leases for available spaces within. the building of competitive market rates. Subsequently, the City and Rubin &
~~ Bickman .have negotiated a:.proposed: lease for use of office .space at Historic City Hall, 1130 Washington Ave.,. with the
following terms.:
• , Square Footage: 1,518 per updated 2.009 City survey;
• :Term: Three years and twenty one-days. with two additional three year renewal terms;
• Rent:. $22.5Q PSF; $34,155:00 anrually; -
o Base .Rent: $14,861:22 annually, payable monthly @ $1;238.43, wifh 3% annual .increase; .
- ~ o . Additional Rent: $19,293.78 annually; payable monthly @ $1,607.82 to offset City's operating expenses and
insurance costs;
• -Security Deposit: Prior to execution of the Lease, the Tenant will furnish the City a Security Deposit in the sum of
$2,846.25 (equal to one month of Rent and Additional Rent costs).
A prior appraisal found comparable per square foot {psf) rents in the nearby area at approximately $25 psf. Howeverr~in light
of current economic conditions; the Commission has previously.approved acomparable psf rent for a portion ofthe 3 .Floor.
Section 82-39 provides for the waiver of the competitive bidding and appraisal requirements, by 5%7ths vote of the Mayor and
City Commission, upon a firiding by the Mayor grid City Commission that the public interest would be served by waiving such
conditions. At the March 10, 2009 meeting of the F&CPC, the Committee determined that it was in the public's best interest
. ~ to forgo competitive bidding and staff should proceed. in leasing available space in the Building according to market rates and
.:industry standards. A Planning pepartment analysis finds that the use of this space is consistent with the land use
designation contained in the Comprehensive Plan..lt is recommended-.that the Mayor and Commission approve the proposed
lease for use of the 4t" floor of~Historic Cit Hall as er the ne otiated terms:
Adviso Board Recommendation::
- Finance-& Cit ide Pro~ects Committee, .October 21, 2008 and March 10, 2009.
=inanciallnformation:
Source of Funds: - Amount Account. _ -
n/a ~ .
. 1 n/a
Financial Impact Summary:.- _ .
Cit Clerk's Office Le islative Trackin
Anna Parekh, extension 7193
Sign-Offs.:..
T. WG
De rtment Director Assistan ity Manager City Manager .
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m MIAMI BEACH
City of Miami.Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139, www.miamibeachfl.gov
COMMISSION MEMORANDUM
TO: Mayor Matti Herrera Bower and Members of the City Commission
FROM: Jorge M. Gonzalez, City Manager
DATE: May 12, 2010 FIRST READING
SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI
BEACH, f LORIDA, APPROVING ON FIRST READING, A LEASE AGREEMENT
BETWEEN THE CITY AND ROBIN & BICKMAN, PLLC, FOR USE. OF
APPROXIMATELY 1,518 SQUARE FEET OFCITY-OWNED PROPERTY, LOCATED AT
1130 WASHINGTON AVENUE, 4T" FLOOR, MIAMI BEACH, FLORIDA; SAID LEASE
HAVING AN INITIAL TERM OF THREE YEARS AND TWENTY ONE DAYS, WITH TWO
ADDITIONAL THREE YEAR RENEWAL TERMS, AT THE CITY'S SOLE DISCRETION;
WAIVING BY 5/7THS VOTE, THE COMPETITIVE BIDDING AND APPRAISAL
REQUIREMENTS, AS REQUIRED BY SECTION 82-39 OF THE MIAMI BEACH CITY
CODE; FURTHER SETTING A PUBLIC HEARING ON JUNE 9, 2010, FOR THE
.SECOND READING (AND FINAL APPROVAL) OF THE LEASE AGREEMENT
ADMINISTRATION RECOMMENDATION
Adopt the Resolution.
KEY INTENDED OUTCOMES SUPPORTED
Increase resident satisfaction with the level of services and facilities.
BACKGROUND
At the October 21, 2008 meeting of the Finance & Citywide Projects Committee (F&CPC); and
subsequently at their meeting of March 10, 2009, and following a comprehensive review of the
City's office space use, it was determined- that Historic City Hall would not be fully re-occupied by
City offices, resulting in leasable space availability for non-City uses. The Committee directed the
Administration to advertise and market the available leasable space, a total of approximately 14,194
square feet, including the ground floor, but exclusive of the second floor space utilized by the Clerks
of the Courts.
At the meeting, the Committee also approved the Administration's recommendation that the process
of developing lease agreements based on supply and demand be utilized for the leasing and
occupancy of these available spaces, and that any future commercial leases (including renewals
and/or extensions) for use of space at Historic City Hall be handled as it is in the private sector and
not through a competitive bid process, with the administration ensuring that market rates are
negotiated and operating expenses included. All leases would continue to require City Commission
approval per City Code. .
ANALYSIS
Staff marketed the location using typical real estate marketing tools. However, based on the
fluctuations of the real estate market in this economic environment, the City requested an appraisal,
which was performed by Bondarenko & Associates, Inc. to determine the market rent value; with a
. r
Commission Memorandum . -
Rubin &. Bickman
May 12, 2010 ..
.Page 2 of 6 ~.
revised appraisal provided on July 7, 2009 to reflect changing conditions. The resulting market rental.
rates of $25-$30 PSF were determined to be based on gross .rent, full service. The $25 PSF market
rent for :floors 1 - 7 was set as an average, with. a premium for the 8'h Floor penthouse set at $30
PSF. The highest and best use fior the entire building was deemed to be "office", with the notation
that the. ground floor potential use as retail commercial is not. practical due to the restrictions of the
- historic designation of the building.
On,April 16, 2010, Koniver Stern Group, the City's contracted real estate broker, presented. the City
with a Letter of Intent (t01) on behalf of Rubin & Bickman, a South Florida law firm, who expressed .
. ,~ - an interest in the 4th floor that is. currently vacant and available.. Koniver Stern recommended that the
~~ City consider the proposed: Lease terms based on the City's ability to secure a viable tenant during
this economic time,.and at a competitive PSF rate. This rate reflects the location of the floor at a
lower level with'limited/no views.
_ The Administration proceeded. to negotiate a proposed lease agreement for City Commission
approval. A summary of the proposed lease terms are as follows:
TENANT: Rubin & E3ickman, PLLC, a Florida limited liability company.
. .
DEMISED PREMISES: 1,518 SF on the 4th :Floor of Historic City ..Hall, located at 1130 Washington
Avenue.
TERM: Initial term of three {3) years and twenty one (21) days, with two (2) additional
. - ~ three (3) year renewal options, at the City's sole discretion.
LE~4SE COMMENCEMENT DATE: June 10, 2010.
RENT COMMENCEMENT DATE: ~ October 1, 2010.
.RENT:. $22.50 PSF; $34,155.00 annually;
. BASE RENNT: $14,861.22 annually, payable in monthly installments of
. t
$1,238.43. Base Rent (excludes Operating Expenses, Property Taxes and
: Insurance) shall be increased annually, on the anniversary of ,the
Commencement Date, in increments of three (3%) percent per year.
ADDITIONAL RENT: $19,293.78 annually, payable in monthlyinstallments
of $1,607.82. Any increase in Operating Expenses and Insurance will result
in an increase to Tenant's proportionate share.
,~ ~ PACKING: _ Tenant may request, from the City's Parking-Department, the use of no more
than four (4) parking spaces. Rates for said spaces are subject to change,
and are currently $70 per month plus applicable sales tax.
SECURITY DEPOSIT: Prior to the execution of the .Lease, Tenant will furnish the City with. a
_ Security deposit in the sum of $2,846.25 (equal to one month Rent and
~. ~ Additional Rent costs). -
USES: The Demised Premises shall be used by: the. Tenant as office for providing.
legal services. The Demised Premises shall be open a minimum of five days
a.week (Monday-Friday) from 9:OOAM to 5:OOPM.
IMPROVEMENTS; No significant improvement and/or build-out are anticipated...
INSURANCE: Tenant shall comply with the following insurance requirements throughout
the Term:
Comprehensive General Liability in the minimum amount of $1,000,000 per
occurrence for bodily injury and property da age. The City, of Miami Beach
,, must be named as additional insured' parties on this ,policy, subject to
adjustment for inflation.
- Workers Compensation and Employers Liability coverage in accordance with .
-
-Florida statutory
requirements.
AII-Risks property and casualty insurance, written at a minimum of $0% 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 this Agreement) and
all leasehold improvements installed in the Demised Premises by or. on
- ~ behalf of Tenant, subject to adjustment for inflation.
4PROPERTY TAXES: Property taxes for Property Tax Year 2009 are estimated at Zero Dollars
($0.00). Notwithstanding, the City makes no warranty or representation, that
. `the Historic City Hall building, the Land, and/or the proposed lease premises
will not be subjectto ad valorem (or other) taxes in subsequent years. In the
event Miami-Dade County assesses the property, Tenant shalt ,pay its
ro ortionate share of the ro ert tax bill. An roe tax a merit shall be
P P P P Y YP P -tY P Y
payable key Tenant immediately upon-receipt of notice. from the City..
Tax Stop. ~ .
. . ~ Notwithstanding the preceding, in the event the property is subject to Miami-
Dade County property taxes, the City shall be responsible for payment of the
Property '.Tax Payment up to a,n amount not to exceed Three Dollars{$3.00)
per square .foot (Tax Stop Amount), ,with Tenant to be responsible ,for
anything in excess of that amount. Tenant shall promptly reimburse the City
for its portion of the Property Tax Payment {if any) upon receipt of the City's
- invoice for same.
UTILITIES: Tenant .retains sole responsibility -for all utilities. (not included as part of
. Operating. Expenses) includ'i g janitorial, Internet and telephone services.
MAINTENANCE "
_ AND REPAIR; Tenant shall be responsible for day-to-day maintenance and repairs of the
- Demised Premises, including, without limitation, all fixtures, appurtenances,
` equipment and furnishings.
CONCLUSION
± Section 82-39 of the Miami Beach City Code, governing the~sale/lease of public .property, provides
that the lease of any City-owned property, including option periods, requires the following:
Commission Memorandum
Rubin & Bickman
May 12, 2010
Page 4. of 6
- ~ - 1) a public kaidding process; -'
' ~ 2) Planning Department analysis (see attached Exhibit A);
3) an independent appraisal to determine the value of the leasehold interest;
4) two (2) readings of the proposed lease; and
. 5) - a public hearing to. obtain citizen .input.
Section 82=39 further provides for the waiver of the competitive bidding and appraisal requirements,
by 5/7cns vote of the Mayor and City Commission.., upon a finding by the Mayor and City Commission
. thatthe public interestwould be served by waiving. such conditions.
The proposed lease terms are within the range of comparable spaces in the area, and reflect the
current economic reality. This tE;nant's use is consistent with the uses envisioned for Historic City
Ha11. Given the economic environment that has produced a high inventory of vacant office space in
the 33139 zip code, the Administra#ion recommends that a lease agreement with, Rubin & Bickman, .
'PLLC, for use of the 4th Floor with the proposed' terms., as delineated herein, be approved on first
reading. Additionally, the Administration recommends that the City Commission waive by 5/7ths
vote, the competitive bidding and appraisal requirements, as required by Section 82-39 of the Miami
.Beach: City Code, and set a p~ilblic hearing on June 9, 2010, for the second reading (and final
.. approval)'of the-Lease Agreement.
'Srh ould the City Commission approve this lease,:tand the lease for use of the remaining portion of the
3 Floor, which is also on this agenda, only the 5 Floor of Historic City Hall will remain available for
lease.
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T:WGENDA\2010\May 12\Regular\Rukiin &:Bickmam Lease-AgreementlstReading MEM.doc
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. PLANNING QEPARTMENT
(:NTEROEFICE IvIEMORAND'UNt
To: Anna Pareleh, Real Estate, Housing & Comm. 'Development Director
..
FROM: Richard G, Lorber, Acting Planning Director ~ "
~'G L ". .
• ~ DATE:" May 3, 2010
-~ .
SUBJECT: Analysis of Proposed Lease Agreement for RUB1N & BfGKMAN, PLCC
. ( 4`n Floor, Old City Hall, 1130 Washington Avenue ,
~ '
Pursuant to your .request, this memorandum will serve as a planning analysis of the
proposed; lease agreement between the City and RUBIN & BiGKMAN, PLLC. (Tenant),
for the use of approximately .1,618 square feet of office space on the 4`n floor of the City-
' owned property known as Historic City Hall, located at 1130 1ashington .Avenue, said
. - ~ lease agreement #or an initial term of three (3) years, with two (2) additional fhree (3)
- year renewal terms, at the City's sole discretion.
Section $2-38 of the Code of the City,of .Miami Beach requires that any proposed sale or
• -lease of City-owned -land be analyzed from' a planning perspective so that the City "
Commission and the public are fully apprised.. of all conditions relating to the proposed
sale~ot lease. The following is an`analysis of the criteria delineated in the Coder
;.
i 1.• ~ Whether or not the proposed use is in keeping with city goa9s and
objectives and conforms to the city com,prehensiv'e .plan.
_ ~ ~ Consistent -The property is located within the PF Public Facilities future land
' ' use category, and surrounded by the CD-2 medium intensity commercial future land use
category: The proposed use is for office space for providing legal services. The lease
agreement between. fhe Cifiy and the proposed tenant is consistent with the future 'land
use category' description contained in the Comprehensive Plan.
" 2. The impact on adjacent. property- including the potential positive or
negative impacts such as diminution of open space, ibcreased traffic, noise level
or enhanced property values, .improved development -patterns and provision of
necessary- services. Based on 'the proposed use of the property, the city shall
' ,
- determine the potential impact. of the .project on city utilities and other
infrastructure needs- and the .magnitude of .costs associated with needed
.,
infrastructure improvements. Showld it become apparent that further evaluation
of-traffic 'impact is needed, the proponent sha11 be responsible for obtaining. a
raffle impact analysis from. a reputable traffic engineer:
Consistent -The property subject to the lease is in the existing Historic City Hall,
' ~ and previously was. used as office space as well There would be 'no diminution of open
space as no new construction is being proposed. No additional utility or infrastructure is
expected to be necessary.
3. A determination as to whether or not the proposed use is in keeping with a
. t • `
Co'rnmission .Memorandum - '
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Rubin & Bickman - ~
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. May 1;2, 2010 ~ .. •
•, Page 6 of-6
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Proposed Lease - Rumen & 8ickman
! Gr" Floor:, Olcl Cify Hall, ? 130 lNashirrc~ton Avenue •
. , I May 3, 2010- •
pa0e 2
• ~ pubkic purpose anc9 community needs, such as expanding the city`s revenue base,.
creating jobs, .creating a significant revenue stream, and improving the
' community's overall quality of life.
• • -
~ Consistent ~ The proposal will accrue approximately. $14,861.22 per year in rent, •
f :• plus operating. expenses to the City; and. there is,a potential to create additional jobs.
• ~ ~ The revenue stream generated will help defray.the cost. of maintenance needs of Historic
{ City Hall. _ •
~
• .... ; ,
4. Determinati~~n as to whether or .not the development is in keeping with the
~. ~ ~ • surrounding neighborhood, wil'I block views or create. environmental intrusions,
and evaluation of tlhe design and aesthetic considerations of the project.
I Consistent •~ The surrounding neighborhood• consists of the Washington Avenue
. commercial corrdor.and.the City of Miami Beach Police Headquarters. .This office on
the 4t" floor of Historic City Hall will n'ot b~e out of character. with. the surrounding uses:
View and environmental-consideratiorts are not applicable. - •
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5. The ir•~pacY .on adjacent properties; whether or not there is adequate
:. parking, street and infrastructure needs,.
• • • ~ ~ Gons'istent =The- previous use on.this property was office space,. therefore, there
should be no negative impact on adjacent properties.. As.fhis use is existing, and is
~ • adjacent to a parking garage., there are na issues with. respect to required parking. No
' , ~ further infrastructure needs. are anticipated.
6. A determination as to whether or not alternatives areavailable for the
,,
proposed disposition, including assembly of adjacent properties, and whether the
project could be accomplished under a private ownership assembly.
Not applicable -This is a City-owned property, of which this proposed use is a
' small portion of the available space. No assembly of land is necessary, nor would such
- be under private ownership.
7. Within the constraints of public objectives, the department should examine
• ~ financial issues such as job generation, providing housing opportunities, and the
return to the city for its disposition of property. -
• The proposed lease. agreement will .help to defray the cost of. maintenance of,the
~, - building. No-housing o"pportunities will be created.
' ~.
• ~ 8. Such' other issues as. the Planning Department may- deem appropriate.. in
. analysis ofthe proposed disposition: '
~. Not applicable -The Planning Department has no other issues it 'deems
• appropriate to analy~~e for this proposal.
• RGLlrgl ~ •
•
. ~ F:IPLAN\$ALL\GEN_CORRIINTEROFfIShaplro Ruben and: Rickman Old City Halkplanning arialysis:docx •
LEASE AGREEMENT
THIS :LEASE AGREEMENT, made this 9~', day of June, 2010, by and between the
_ CITY OF MIAMI BEACH, a Florida municipal corporation, (hereinafter referred to as "City".
or "Landlord"), and ROBIN ~ BICKMAN, PLLC, a Florida limited Iiabillity company,.
(hereinafter referred to as "Tenant").
1 `. Demised Premises.
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 f ully described as follows:
'Approximately .1,518 square feet of City-owned property (the
"Building" a.k.a. ".Historic City Hall"), located. at 1.130 Washington
. ~ Avenue, 4th door,Miami .,Beach,. Florida; 33139., and. as -more.
specifically delineated in "Exhibit 1 ", at#ached hereto and incorporated .
herein. ~ ~ ~ - .
.:2, Term:
2.1 Tenant shall be entitled to have and to hold the Demised Premises for ari
init~al term. of .three (3) years and twenty one {21) days, commencing on theth
. 10 day of.~June, 2010 (the. Commencement: Date; ), and ending on the 30
. .. ~ day of June, 2013. ~ For. purposes. of this .Lease Agreement, and' including;
without ~limitat:c~n, Subsection 2.2 herein,.a "contract year'' shall be defined as
that certain period commencing on the 1 st day~of July, and ending on the 30th
day of June..
2.2 ~ Provided Tenant. is in good standing and free from default(s) under Section
~. 18 hereof, and upon ,written notice from Tenant, which notice shall be
submitted to the City Manager no earlier than .one hundred twenty (120)
days, but in any case no later than sixty (60) days prior to the expiration of
the initial term, this Lease may be extended for two (2) additional three (3)
., year renewal terms. Any extension, if approved, shall be memorialized in
writing and signed by the .parties hereto (with the City hereby designating the
City Manager,as the individual authorized to execute such extensions on its
behalf).
_ ;-
In the event that the City Manager determines, in his sole discretion, not to
extend or reneanr this Lease Agreement (upon expiration of the initial term o.r
. any renewal: term.),. the` City Manager shall notify Tenant of .same in ~writing,~ .
which.notice shall be provided to Tenant within fifteen (15) business days of
the City Manager's receipt of Tenant's written notice.
. 1
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3. Rent. ~ ; ~ ~ ~ _ .
_ , ~ Tenant's payment of dent, as defined in this Section 3, shall commence on October
1, 2010 (the. "Rent Commencement -.Date") and:, thereafter, on each first day of
subsequent months. -
3.1 -Base Rent: .
.~
3.1.1 ~ Throughout the Term herein, the Base Rent for the. Demised
. Premises shall be Fourteen Thousand Eight Hundred Sixty One
~~ ~ _ Dollars. and, .22/100 .($14,861.22). per year, payable in monthly
installments of One Thousand Two Hundred Thirty Eight Dollars and
. ~ 43/100 ($1,238.43)..
3.1.2 ~ The ~ Base Rent amount' pursuant to thin Section 3.1 shall be
increased: annually, on the anniversary of the Commencement Date of
the`:Lease, in increments of three (3%) percent .per year.
3'2 Additional Rent:
. -
ln addition to the Base Rent, as set forth in Section 3.1, Tenant shall also ,
pay the following Additional Rent as provided below:
. 3.2.1 Operating ..Expenses.:
. .
Throughout the Term herein, the Operating. Expenses for the
Demised Premises shall be Sixteen Thousand :Eight Hundred
Nineteen Dollars and 44/100 ($16,819.44) per year, payable in
monthly instalments of One Thousand four Hundred One Dollars and
. 62/100` ($1;401.62) per 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 (as,hereinafterdef~ned) and shall include, without limitation,
electric service, 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),
. ~ fighting, 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 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 {1,5%) of all other
+ expens~a included in the annual common area expenses, provided by
the City for the common ar joint use and/or benefit of~the occupants of
~. ~ 2 ..
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,
- ~ ~ ~custom~ers, guests and/or invitees.. ~ -
. ~ 3.2.2 Property Taxes: ,
The Property Tax Payment shad! be payable by Tenant, in accordance
with Section 11 herein. The -Property Tax Payment for Property Tax
Year 2009. is estimated at Zero Dollars ($'0.00). Notwithstanding the
. preceding -sentence,. the, City makes no warranty or representa#ion~,
- ~ whetheir, express ~or implied, that the Historic City Hall building, the
:. Land, and/or the Demised Premises will not be subject to ad valorem
:,
{or other) taxes in subsequent years.
3.2..3 ~ Insurance:
. The Additional Rent shall also include Tenant's pro-rata share toward
estimated insurance costs, incurred to insure the~whole of the Building,
payable in monthly installments of Two Hundred Six Dollars and
. ~ ~ 20/100 ($206.20)..Theis insurance coverage is in addition to the
. ~ i insurance required pursuant to Section 10, which shall be obtained at
- ~ Tenant's sole expense and responsibility.
.. ~ 3.3 ~ Sales Taxes::- .
. ,
Concurrent with -the payment of the Base Rent and Additional' Rent as
provide herein, Tenant sha11 also pay any and ail Gums.-.for all applicable
tax(es), includingwithout limitation, sales and use taxes and Property Taxes,
imposed, levied. or assessed against the Demised Premises, or any other
charge or paynnent required by any governmental authority having jurisdiction
. -these over, even though the taxing- statute or ordinance may purport to
impose such tax against the City.-
:. 3.:4 Enforcement.
Tenant agrees- to pay the .Base Rent, Additional Rent, and, any other
amounts as may be due and payable, by Tenant under-this Agreement, at the
time and in the manner provided herein, and should. said rents and/or other
additional amounts due herein provided, at any time remain due and unpaid
for a period. of fifteen (15) days after. the same.-shall become due, the City
may exercise any or ail options available to it hereunder, which options may
be exercised concurrently or separately, or the City may pursue any other
remedies enforced. by law.
4; Location .for Payme -
nts.
All rents or other paymentsdue hereunder shad! be paid to the -City at the following
address: -
._ 3 ~ -
. ~ City of Miami .Beach
Revenue Manager _ .
- ~ ~ 170.0 Convention Center Drive, 3rd Floor
.r , .. ~ Miami Beach; Florida 331.39.
._
or at such other address as the City may, from time to time, designate in writing.
. .. ~ ,,.
5 ~ : Parking. ~ .
Tenant may request, from. the City's Parking Department, the use of no more than
four{4) parking spaces, if available, at Municipal Parking Garage:G-2 located at the _
intersection. of 12~' Street and Drexel'Avenue. Rates for said spaces are subject to
change; and are currc;ntly Seventy Dollars ($70.00) permonth, plus applicable sales.
and use, tax per .space:
6. Security Deposit. .
Upon execution ,of this Agreement Tenant shall furnish the City with. a Security
Deposit; in the amount of Two. Thousand Eight Hundred Forty, Six Dollars and
. ~ 25/1.00 ($2,846,.2:5).. Said Security. Deposit shall. serve to secure Tenant's
. performance in accordance with the provisions of .this Agreement. In the event
Tenant failsto 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 subsequenlt to the .City's approvaf~ 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 maybe available to
him for breach of contract.
7 'Use and Possession. of Demised Premises.
7.~1 The Demised Premises shall be used by the Tenant as office space for
providing legal services. Said Premises shall be open for operation a
- minimum of five (5) days a week, with. minim m hours-of ;operation being as
fol-lows:
Monday -Friday: ~ 9:00 AM to 5:00 PM
Tenanf shall nc~t 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 governing .such operations.
7.2 ~ . 1t is understood and agreed that the Demised Premises shall be used by the
Tenant during fhe Term of ~ this Agreement only for the -above
-purpose(s)/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,indiractly, is forbidden by law, ordinance. or government regulation,
or that-.may be dangerous to-life, lamb or property. Tenant may not commit
4
~. ~ (nor-..permit) ~nraste on the Demised Premises; nor permit the use of the
Demised. Premises for any .illegal: purposes; nor,commit a nuisance on the
Demised Prerr,~ises. In the event that the Tenant uses the .Demised Premises
~.
- (or othecwise~ 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 S~;ction 18 or, without notice. to Tenant,. restrain such improper
_ use ~by injunction or other legal action.
8: Improvements. .
8.1 ~ Tenant acceplts the Demised Premises in their present "AS IS" condition . .
and_ may .construct or cause to be constructed, such interior. and exterior
P ~ ~ ~ ~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 CityManager'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 byr -the Tenant from the Demised Premises, provided that they
can be (and are) removed without damage to the Demised Premises.. Tenant.
. ' ~ will ~ permit nog 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 mad:E~ by Tenant to or in the Demised Premises shalt, upon written
. ~ ~ demand by tine 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
Comrnenceme~nt Date of this Agreement.
8.3 ~ The above requirements for submission of plans afid 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.
5
9; . City's Right. of Entry ~ .
9:1: ~ The City Manager, and/or his authorized representatives, shall have the right
. ~ to enter upon.fhe Demised I'rernises at allreasonable times for.the purpose .- .
- of. inspecting same; preventing waste;. making such repairs as the City may
consider nec~;ssary; and for the purpose of preventing -fire, theft or
- ~ vandalism.. Tle City agrees that, whenever .reasonably possible,. it shall use
.reasonable efforts to provide notice (whether written or verbal), unless.the
need to enter the Demised Premises is an emergency, as deemed by the
City Manager,- in his 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 City to do any work that
y ~, ~ under any prcwisions of this Agreement the Tenant may be required to
...
perform, and the performance thereof by the City shall not constitute a .
waiver of the ~"enant's default.
92 - if .the Tenant s>hall 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 City Manager, and/or his authorized
.
. representatives, may enter the Demised Premises by master key, or may
.forcibly enter the. Demised Premises without. rendering the City or such
agents liable therefore.
9.3 Tenant shall furnish the City with duplicate keys~to all locks including exterior - .
and interior doors prior to .(but no later than by) the Commencement Date of
this Agreement.:Tenant shall not change the locks to the Demised Premises
- without the prior written. consent of the City Manager, and. in the event such
consent ,is given, Tenant shall furnish the -City with duplicate keys to said
locks in advance of their installation.
10. Tenant's 'Insurance.
:_
10.1 .. Tenant shall, at its sole expense and responsibility, comply with all insurance
. ~ .
. requirements of.the City. It is agreed by the parties that Tenant shall not
occupy the Demised Premises until proof :of the following insurance
. .
coverages have been reviewed and approved by the City's Risk Manager:
10:1.1 Comprehensive General Liab#ity, in the- minimum amount of One
Million {$1,000,000) Dollars (subject to adjustment for inflation) per.
. occurrence for bodily injury and property damage. The City of Miami
. Beach must be named as an additional insured on thus ,policy:
. 10.1.2 Workers .Compensation and Employers Liability coverage in
accordance with Florida statutory requirements.
10.1.3 = ~ ~ All-Risk -property and casualty insurance, written at a minimum of
eighty (E30%) :percent of repaacement cost value and with replacement
- - ~ cost endorsement, covering. ail leasehold improvements installed in
the Demised Premises by or on behalf of Tenant and ~ including .
. .. 6
without limitation alt of Tenant's personal property in the Demised.
PremisEa (including, without'limitation, inventory., trade fixtures., floor
coverings, furniture, and other property removable by Tenant under
the :provisions of this Agreement). i
. .
10.2 " ~ ~ ..Proof of these coverages. must be provided by submitting. original certificates
of insurance tc~ the City's Risk Manager and Asset Manager. respectively. Alt
. policies must provide thirty{30),days written notice of cancellation to both the
City's Risk Manager and Asset Manager (to be submitted to the addresses
set. forth in Section 27 hereof). All insurance policies shall be issued by
. " .' . ~ companies authorized. to do business underthe 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 thhis Section and other provisions of this Agreement:
11.1 ~ The term "Property Taxes" shall mean (i) real estate taxes, assessments,
. ,.
and special assessments of any kind-which may ,be imposed upon the .
. Demised Prerr~ises, and {ii) any expenses incurred by the City in obtaining a:
reduction of ar~y such taxes or assessments.
. ~ 1,1.2 The term "Property Tax Year" shall mean the period of twelve (12) calendar
. months, beginining on January 1St of each year.
R -
,11.3 Tenant shall ~ pay, as Additional Rent pursuant toSection 3.2, for such
' Property Tax Tear an amount ("Property Tax :Payment") equal to Tenant's
. ~ pro-rata share of Property Taxes (if any) for.such Property Tax Year; said
pro.-rata share to be determined- by the City based upon the ratio of the
. .
Demised .Premises to the tax lot. 1f 'a Property. Tax Year .ends after the
expiration or termination of the term of this 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 Agreement. The Property
Tax Payment shalt be payable by Tenant immediately upon receipt of .notice
from the City. ~~ copy of the tax bill(s) or other evidence of such taxes issued
by the taxing authorities, together with the City's computation of the Property
Tax Payment, ~rvill 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 the City immediately, upon receipt of request for said payment from the- ~ .
City. - .
1-1„.4 Tax Stop. .
Notwithstanding the preceding Section 11.3, the City shalt be responsible for "
. payment of the -Property Tax Payment up to an 'amount not to exceed Three
. Dollars ($3.00) per square foot (Tax Stop Amount) with Tenant to :be
responsible for anything in excess of .that amount. Tenant shall promptly
- ~~ reimburse the, City for its portion of the Property Tax P-ayment (if any) upon
. 7
. .12. Assignment and Subletting
. - - Tenant shall not have~.the right to assign orsublet the Demised Premises, in whole.
or in part, without the-. prior written consent of the City .Manager; which consent; if
. granted at all shall be at the City Manager's sole and absolute discretion.. Such
. ~ written consent is not a matter of right and the- City is not obligated to give such
consent. !f granted a~ provided herein, the making of any assignment or sublease
[ will .not release .Tenant from any of its obligations under this Agreement.
,13. Operation, .:Maintenance and Repair.
,13:1 Tenant shall be solely-responsible for the operation, maintenance and repair
: ~ of the Demi,~ed Premises. Tenant ~ shall, at its sole expense -and
~~ _ responsibility; maintain the Demised Premises, and all ,fixtures and
. appurtenance; therein, and shall make ~ a1l 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 glass or
- ~ other glass in the Demised Premises which may become broken,'using glass
of the same or' better ~quatity.
_ The City.shall be responsible for the maintenance of the roof; the exterior.of
the Building, alf' heating/ventilation/air conditioning (HVAC) equipment
., .
servicing the demised Premises, the structural electrical~and plumbing {other
- : .
than plumbing surrounding any sink(s) and/ortoilet{s), including such sink(s)
- ~ and toilef(s) fixture(s); 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..
. 1.3.:.2. Alf damage or injury of any kind to the Demised :Premises, and including
without limitation its fixtures, glass, appurtenances, and equipment (if any),
A ~ or to the :buildi'ng fixtures,. glass, appurtenances, and equipment, if any,
except damaga ca-used by the gross negligence and/or willful misconduct of
the.. City, shal'f 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 ~ Ali 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 If Tenanfi fails to make .such ~ repairs or restorations or replacements, the
- ~ - same mazy ,be made by the City, at the: expense of Tenant, -and all sums
....
spent-and-expanses 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.
- ,. ~ 8
. A - - 13.5 It 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 ah 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 City, 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 pay.
.:.
same, whereb~r Tenant agrees to promptly~reimburse the City upon. demand.
In no .event, however, shall he 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 HEIREBY. ACKNOWLEDGES AND AGREES THAT- THE
. ~ DEMISED PRI=MISES ARE BEING LEASED 1N THEIR PRESENT "AS IS"
CONDITION..
14. Governmental Regulations.
Tenant covenants ar~d agrees to fulfill and comply with. all statutes; .ordinances, .-.
rules, orders, regulations, and requirements of any and afl. governmental :bodies,
. .
including but ;.not ~ Iiimited 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 expense and responsibility.
Tenant shall, pay all cost, expenses, claims, fines, penalties, and .damages that may
be imposed because of the failure of Tenant. to comply with this.Section, .and shall _
indemnify and hold' harmless the City from all liability arising from each non.-
compliance. . , ~ .
{
. .
15. Liens.
. Tenant -will not permit any mechanics, laborers,. or materialman's liens to stand
. ~ against the Demised premises or~improvements for any labor or materials to Tenant
or claimed to have been furnished to Tenant's agents, contractors, orsub=tenants.,
in connection with work of any character performed or claimed to have .performed
- . on said Premises, o~~~ 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 City reasonable security as may be demanded by the City to insure
~: ~ .
payment thereof and prevent sale, foreclosure, or forfeiture of the Premises or
a .
improvements by reasons of such non-payment. Such security need not exceed one
and one half (1'/2) times the amount of such Lien or such claim of .lien. Such. security
shat be posted by Tenant: within ten, (10) days of .written notice from the City, or
~. r
- 9
. .
..
4
Tenant may "bond. off' the lien according to statutory procedures. Tenant will
immediately pay any judgment rendered with all proper costs and charges-and shall
. _..
_ have such. lien released or judgment satisfied at Tenant's own. expense...,
16:. Intentionally Omitted.
17. Condemnation.
17.1 If at any time during the Term of this Agreement (including any renewal term
" hereunder) all or any part. or portion of. the Demised Premises is taken,
. appropriated; or condemned by reason of Eminent Domain proceedings,
_ " ~ ~ then this 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
~shail thereafterhave any rights against the other by ~ reason ~of this
Agreement or anything contained therein, except that any rent prepaid
beyond the date of such taking shall be prorated to such date, and Tenant
: "- shah pay any and all. rents, addi#ional rents, utility charges, and/or other costs
~. - for which. it is liable :under the terms of this Agreement, up to the date of such
. taking.
17.2 Except as herf~under provided, Tenanf~ shall not be entitled to participate in
. the proceeds ref ..any award. made. to the City in any such Eminent Domain
proceeding, e~ccepting, however, Tenant shall have the right to claim and
recover from the condemning authority, but. not from the City, 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:
At the City's option, any of the following sfiall constitute an :Event of Defau t
' ,, .
under this. Agreement:
. 18.1.1 The Bare Rent, .Additional Rent, or any other amounts as maybe due
: and payable by Tenant ~ under .this Agreement, or any installment
" thereof, is not paid promptly when and where due within fifteen (15)
days of:due date, and Tenant shall not have cured such failure within-
.; " five (5) days after receipfi of written notice from the City specifying
such dE~fault;
18. ~ .2 ; The Demised Premises sha11 be deserted; abandoned, or vacated;
1:8..1.3., ~ Tenant shall fail to comply with any material term,. provision, condition
i ~ or covenant containned herein other than the payment of rent and shall
" ~ not curE; such failure within thirty (30) days after the receipt of written
notice from the City specifying any such default; orsuch longer period
of time ;acceptable to the City, at its sole discretion;
" 10
18.1.4 Receipi: of novice of violation from. any governmental authority having
_ jurisdiction dealing with a law, 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 as may be acceptable and
. approvEd ~in writing by the City .Manager, at his .sole discretion;
18.1.5 Any petition is filed by or against Tenant under any section or chapter
of the.B~ankruptcy-Act, as amended, which remains pending for more
._
than sixty (60) days, or any other .proceedings now or. hereafter
authori~~ed by the laws of the United ~ States or of any state for .the
purpose of discharging or extending the time for .payment of debts;
18.1.6 Tenant shall become. insolvent; ~ -
.. .:18.1.7
. Tenant shall make an assignment for benefit of creditors; .
18.1.8 A receiver is appointed for Tenant by any court and shall not. be
. ` ~ dissolvE:dwithin thirty (30) days thereafter; or
18.1.9 ~ The Leasehold interest is levied on under execution.
,,
19. Rights on Default. .
1a.1 . Rights o~n Default:
Ln the event of any default by Tenant as provided herein, City shall. have the
. option to do ainy of the following.,- in addition to and not in limitation of, any
.. ..
other remedy ipermitted by law or by this Agreement; ,
1.9.:1.1 .Terminate this Agreement, in which event Tenant shall. 'immediately
surrender the Demised Premises to the City, but if Tenant shall fail~to
~.
do so the- City may, without. further notice, and without prejudice to
any other remedy the City may have for possession or arrearages in
rent- or damages for breach of contract, enfer: upon the Demised
PremisE,s and expel or remove Tenant .and its effects in accordance
with law-, without being. liable for prosecution or any claim for damages
therefore, and Tenant agrees to indemnify and hold harmless the City
for all lass and damage which. the City may suffer by reasons of such
Agreement termination, whether through inability to re-let the Demised
. PremisEa, or otherwise.
. ,- .
19'.1.2 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 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 the City, as provided in the Notices
section of~this Agreement; provided, however, .that such payment
shall not . constitute a penalty,. forfeiture, or liquidated damage., but
.. '- .
. shall merely constitute payment in advance of the rents for the
remainder of said ferm and ,such payment shall be considered,
. . 1 '! .
- construed and taken to be a debt provable ink bankruptcy or
receivership.
x19.1.3 Enter. the ~ Demised Premises as the agent of Tenant, by force ~ if
necessary; without. being Liable to prosecution or any claim for
damagE;s therefore; remove Tenant's .property there ,from; and re-let
the Demised Premises, or portions thereof, for such terms and upon
{ such conditions which the City deems, iri -its sole discretion, desirable,
and toreceive the rents therefore, and Tenant shall pay the City 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 the City; and -for. the
purposE; of re-letting, the City may. (i) rnake -any repairs, changes,
alteratGns or additions in or to said Demised Premises that may be
_ ~ ~necess~~ry or convenient; (ii) pa.y all .costs and expenses therefore
.
from rents~resulting from re-letting; and (iii) Tenant shall pay the City
. any deficiency as aforesaid.
- ~ 19:1.:4 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 Tenant liable for the
.. deficiency, if any.
~~ 1.9.1..5 It is expressly agreed and understood by and between the parties
-
Y. f
hereto~that an installments of rent accruing under the provisions o
this Agreement which shall not be paid when due shall bear interest at
the ma:~imum 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 the
City'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,
e -such grace period to be defined as within five (5) days from the due
date. In addition, there will be a late charge of Fifty .($50..00) Dollars -
a for ,any payments submitted .after the grace period, „ ~ .
19.1.6 if Tenant shall default in making. any, payment of mo ies to any
person or for any purpose as .may be required hereunder, the City
may pay such expense but the City shall not be obligated to do so.
:Tenant, upon the City's paying such. expense, shall 'be obligated to
- ,forthwith reimburse the City for the amount thereof. All sums of money
payable by Tenant to the City .hereunder shall be deemed as rent for
use of tree Demised Premises and collectable by the City from Tenant
- asrent,and shall be due from Tenant to fhe City on the first day of
the month following the payment. of the expense by the City.
,,
19.1.7 ~
~ ,.
The rigr~ts of the City under this Agreement shall be cumulative but
.
-
~ ; .not restrictive to those given. by law and failure on the part of the:City
~. ~ ~ to exercise promptly any rights given hereunder shall not operate to
. ~ ~ waive oi~ to -forfeit any of the said rights.
. .' 2
- ~ 419,2 _ Default by.City_
The failure of the City to perform any- of~ the covenants, conditions and
. - agreements of this Agreement which are to be performed by the City and the
. ~ . ,continuance olFsuch:failure for aperiod-of.thirty (30) days after notice thereof ~ .
in writing from Tenant to the City (which notice, shall specify the respects in
which Tenant contends that the City failed.. to perform any. such covenant,
conditions and -agreements) shall constitute a default by the City, unless
such default is one which- cannot be cured within thirty (30) days because of
circumstances, beyond the ..City's control, and the City within such thirty (30)
. day period shall have commenced and thereafter shall continue diligently to
~, prosecute all actions necessary to cure such defaults.
However, in the event the City fails to perform within the initial thirty (30) day
period provided above; and such failure to perform prevents Tenant from
operating -its business in a customary manner and causes an undue hardship
for Tenant, then. such failure to perform (regardless of circumstances beyond -
. its coritrol) as indicated above, shall constitute a default'by the. City.
19.3 Tenant's Rights on Default:
(, _
Ifi an event of~ the City's. default shah occur, Tenant, ~to the fullest extern
permitted by Ilaw, sha11 have the right to pursue any. and all remedies
available at aw or in. equity, including the right to sue' fo.r and collect
. - damages, including reasonable attorney fees and costs, to terminate this
Agreement; provided however, that Tenant expressly acknowledges and
agrees that any recovery by Tenant shall be limited to the amount set forth in .
,.
Section 32 of i:his Agreement.
20. Indemnity Against Cc-sts and Charges.. ,
20.1 Tenant shall be liable to the City for all costs and charges, expenses,..
- reasonable attorney's fees; and damages which may be incurred or
sustained by the City,, by reason of Tenant's breach of,any of the provisions
. ~ of this Agreement. Any sums due the City under the provisions of this item
. shall constitute a (ien 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 property.
20.2 ~ If Tenant shall at anytime be in default hereunder, and if the City shall deem
it necessary to .engage an attorney to enforce the City's rights and Tenant's
- obligations hereunder, Tenant will reimburse the City 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, when 'Tenant shelf be liable for expenses incurred at both the trial
Arid a elute Newels.
Pp
21. ~ Indemnification AgainstClaims.
9 21.1 Tenant shall indemnify and save the City harmlessfrom and. against any and
. 13
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 other land or
~. .other, -facility or.appurtenance used in ~ connection with ...the Demised
Premises, occasioned in whole or in ,part by any of the following:
21.1.1 An act. or omission on the .part of Tenant, or any employee, agent,
contractor, invitee, guest, assignee, sub-tenant or .subcontractor of
Tenant;;.. .
21.1..2 ~ Any misuse, neglect, or unlawful use of the Demised. Premises , by
Tenant;; or any employee, agent; contractor, invitee, guest, assignee,
,sub.-tenant or subcontractor of Tenant;
21.1.3 ~ ~ Any breach, violation, or non-performance of any undertaking of
Tenant under this Agreement;
. ~ :21.1.4 ~ Anything growing out of the use or occupancy of the Demised
Premis~~s by Tenant or anyone holding-or claiming to hold through or
undertl7is Agreement:
21.2 ~ Tenant agree; to pay all damages. to the Demised Premises and/or other
facilities used in connection therewith, caused by Tenant or any employee,
. , agent, contractor, guest, or invitee of Tenant.
.. o
22.. Signs and Advertising
..
Without the-prior writt~,en consent of -the City Manager, which consent, if given at all,
shall be at the City M~~nager's sole~and absolute discretion, 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 additional signage shall comply with
- ~ signage standards e;;tablished by the City ..and comply with al;l applicable building-
codes, arid any other municipal, County,. State,and federal laws.
23. Effect of .Conveyance..
The term "City" and/or "Land ord" as used in the Agreement means only the owner.
forthe time being of tt~e land and building containing the Demised Premises, so that
in the event. of any s2~le of said land and building, or in the event of a lease of said
building, the City shal!1 be and hereby is entirely freed and relieved of all covenants
and obligations of the City hereunder, and. it shalk be deemed and construed without
furfher agreement between the parties,. or between the parties and the purchaser at
such sale, or the. lease of this building,. that the purchaser or Tenant has assumed
and agreed to carry cut all covenants and obligations of the City hereunder.
' ~.
24. Damage to theDemised Premises.
24.1 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 the City Manager, in.his sole discretion, in
whole or in part, and such damage is covered by the City's insurance, if any,
. - (hereinafter referred to as ``suchoccurrence"), the City, shall, as soon as
44
possible after ;such occurrence, utilize the insurance proceeds to cause such
r
. damage to be repaired-and the Rent (Base Rent and Additional. Rent) shaiil
not be abated. If by reason of such occurrence,-the Demised Premises shall
... be-rendered untenantable, .as--determined by the: City Manager, in his sole
.: ~ .discretion, only in part, the City shall as soon as possible utilize the insurance
a : proceeds to cause the damage to be repaired, and the Rent meanwhile shall
be abated pr~~portionately as to the portion of the Demised Premises
rendered ~untenantable; provided however,.that the City shall promptly obtain .
a-good faith estimate of the time required to render the Demised Premises
~~ tenantable and if such time exceeds sixty (60) days, either, party shall have
fhe option of canceling this Agreement.
- 24.2 If the Demised' Premises shall be rendered. wholly ~untenantable by reason of
.
_ such occurrence, the City shall have the option, but not the obligation, in -its
sole discretion, to utilize the insurance proceeds to cause-such damage to be
. repaired and the Rent meanwhile shall be abated-. However, the. City 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 Agreement and the
tenancy hereby created shall cease as of the date of said occurrence, the
. ~ ~ Rent to be adljusted as of such date. If the Demised -..Premises shall be
. *..
rendered wholly untenantable, Tenant shelf have the right, to be exercised by
. notice:in writing; delivered to the City within thirty, (30) :days from and after
said occurrence, to elect to terminate, this Agreement, the Rent to be
- adjusted accordingly.
.. ..
24.3 Notwithstanding any clause contained in this Section 24, if the damage is not
covered by the City's insurance; then the City shall have no obligation to
repair~the damage, but the City sha11 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, ~ erect to terminate this
.~ _ - .
Agreement, ar~d the Rent shall be adjusted accordingly. .
25. Quiet. Enjoyment.
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 Agreement.
. .
. 2'6. Waiver.
.
26.1 It is mutually ccwenanted and agreed by and between the parties.hereto that
the failure of f:he City to insist upon the strict performance of any of the
.
conditions, covenants, terms or provisions of this Agreement, or to exercise
. _ any option herein conferred, will not be considered or construed as a waiver
or relinquisfim~ent for the future of any such conditions; covenants, terms,
-.
provisions or options but=the sameshall continue and remain. in full force anal
effect:
26.2 A waiver of an}r term expressed herein shah .not be implied byany-neglect of
~, ~ 15 .
- . ~ the City to decllare 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 ~ ~Th~e receipt,. of .any sum paid. by Tenant to the City after breach of any
condition; covE,nant, 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 the City. ~ .
.
27. Notices.
The addressesforah-notices required under this Agreement shall-be as follows, or
-. at such other addres:~ 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: _ Director
. ~ City of Miami Beach .
- ~ .Office of Real Estate, Housing & Community Development -
. ~ 1700 Convention Center Drive
_ ~ .. ~ - ~ ~ : ~ Miami Beach, Florida 33139
TENANT: Rubin & Bickman, PLLC
11.30 Washington Avenue, 4th 'Floor
.,,
Miami Beach; Florida 33139
= All noticesshall be hand delivered and a receipt requested, or by certified mail with
. _ ~:. .Return receipt requested, and shall be effective upon receipt.
_ ~ 28. Entire and Binding Agreement.
This Agreement contains all of tfie agreements .between the parties hereto, anal it
may not be modified ~in any manner other than. by agreement in writing. signed byall
the parties hereto or their successors in interest. ,-.The ,terms, covenants and
conditions contained therein shall inure to the benefit of and be binding upon the City
.and. Tenant and their respective successors and assigns, except as may be
otherwise expressly provided in this Agreement.
29. Provisions Severable.
1f any term or provisioin of this Agreement or the application thereof to any person or
- circumstance shall; to any extent, be invalid or unenforceable, the. remainder of this
Agreement, or the ap~~lication 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 teirm and provision of this Agreement shall be ~vaid and ~ be
`enforced to the fu11es1t extent permitted. bylaw.
- - ~ 1'6
- ~ ~ I
', - - 4
- ~ ~
30.Captions.' -
The captions contained herein are for the convenience and reference only and shall
:..not be deemed a part of this Agreement or construed as in any manner limiting or
~, amplifying the;terms and provisions-of this Agceementao which they relate. i
31. ~Nurnber and~Gender. ~ -
Whenever :used herein, the singular number shall include the plural and the plural
shall iriclude~ he singular, and the use of one gender shall include all genders.
,.
. _ {
32. Limitation. ~of :Liability.. ~~
,.
Thee City desires to-enter-into this Agreement only if in so doing. the. City can place a
. limit on the:City's.liability for any cause of action for money damages due to an
alleged breach by thE: City of this Agreement, so that its liability for any such breach
:.._.. .
~~ -never exceeds the s,um of Ten Thousand .($10,000:00) Dollars. Tenant ;hereby
.expresses its willingness to enter into this. Agreement with. Tenant's recovery from
the City.for any damage action .for breach of contract to be limited to a maximum
amount of $10,000.00. Accordingly, and notwithstanding any other-term. or condition
of this Agreement, Tf;nant hereby agrees that the City shall not be liable to Tenant
for damage in an amount in excess of $10,000.00 for any action or claim for breach
of contract. arising out of the performance or non-performance of any obligations
imposed upon, the City by thin Agreement. 'Nothing contained in this Section. or
elsewhere in this.Agreement is in any way intended. to be a waives of the limitation
placed upon the City's liability as set forth in Florida Statutes, Section, 768.28.
33. Surrender of the. Demised Premises.
Tenant shall, on or before the last day of the Term herein demised, or the sooner
termination thereof, f~eaceably and quietly .leave, surrender .and yield upon to the
City theDemised 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, togetherwith a'IJ structural changes, alterations, additions, and improvements
which. may fiave 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 Section. Any property which pursuant to the .provisions..
of .this Section i rerriovable by Tenant on or at the Demised Premises upon the
termination of this Agreement and is. not so removed may, at the option of he City, ,
be deemed' abandoned by Tenant, and: either may be retained by the City as its
~. property or may be removed and disposed of at the so a cost of the Tenant in s~ ch
manner as the City 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, Teniant
shall make good the Cityall damages which the City shall suffer by reason thereof,
and shall indemnify and hold harmless the City against ail claims .made by sny
succeeding tenant or~purchaser, so far as-such delay is occasioned by the failure of
.Tenant to surrender, the Demised Premises as and when .herein required.
17
. 34:, Tune is of the Essence. ,
Time is of the essence in every particular and particularly where the obligation to
.. ~ pay money is involved.
. 35.~ Venue: ~ - ~ .
- ~ Thus Agreement shall be deemed to have. been made and shall be construed and
,.
-interpreted in accordaince with the laws of the State of Florida. This Agreement shall
be enforceable in M'i~-mi-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 `veriue for the enforcement of same shall ,lie in Miami-Dade
County, Florida. ..
,.
CITY AND TENANT f~EREBY KNOWINGLY AND INTENTIONALLY,WAIVE THE
RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING THAT THE CITY
AND TENANT MAY HEREIN AFTER INSTITUTE AGAINST EACH OTHER WI~ H ,
RESPECT . TO ANY MATTER ARISING OUT OF OR RELATED TO THIS
:~ AGREEMENT. -.
36. `Radon is a naturally occurring radioactive gas that, when ~it is accumulated ~i ~ a
building in sufficient quantities, may present health risks to .persons who~.~are
exposed to it over time. Levels. of Radon that. exceed Federal.and State guidelines
.. ahave been found in buildings in Florida. Additional information regarding Radon and
RRadon testing maybe obtained from your County Public :Health Unit.
37, No Dangerous Materials. ~ -
. Tenant agrees not to use or permit in the Demised Premises the storage and/or use
of gasoline, .fuel oils, .diesel., illuminating oils, of (amps, combustible powered
. ~. _ .
electricity producing.. generators, turpentine; .benzene, naphtha, propane, natural
gas, or other similar substances, combustible materials, or explosives of any kind,
or any substance or thing prohibited in the standard .policies of fire insurance
. companies in the State of Florida. Any such substances or .materials found within
the Demised Premises shall be immediately removed.
Tenant shall indemnify and .hold the City harmless from any loss, damage, cost,- or
..` _
expense of the .City„~ including, .without limitation, reasonable attorney's fees,
incurred as a result of, arising from, or connected -.with the placement by Tenant of
. any "hazardous substance" or "petroleum products" on( in or upon the Demised
Premises as those terms aredefined by applicable Federal and State Statute, or
. ~ ~ any environmental rules and,, environmental regulations promulgated thereunder.
The provisions of this Section 37 shall survive the termination or earlier expiration of
this Agreement:
~. REMAINDER OF PAGE ~INTENTIGNALLY LEFT ,BLACK
~~.. 18 -
IN WITNESS WHERIEOF, the parties heretahave caused their names to be signed
and their seals to be affixed, all as of the day and year first above written, indicating their
. agreement.
V) 111
X s
1. 111
EXHIBIT 1
4th Floor
WM.m
4th fl Area - 1,518 SF
Floor Common Area - 713 SF
20
Scale 1/8" =