2010-27396 Reso,- -
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y ~ 2010-27396
RESOLUTION NO. ~ 1
A RESOLUTION Of THE MAYOR AND CITY COMMISSION OF~THE CITY
.. OF MIAMI BEACH, FLORIDA, APPROVING ON FIRST, READLNG, A
LEASE AGREEMENT BETWEEN THE CITY AND STRAND. ADAMS, P.A.,
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- FOR ;USE OF APPROXIMATELY 858 SQUARE FEET OF-C1TY-OWNED
PROPERTY, LOCATED AT 1130 WASHINGTON AVENUE, 3RD FLOOR ~~
EAST, MIAMI BEACH, FLORIDA;~SAID-LEASE HAVING AN INITIAL TERM
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Of THREE YEARS AND TWENTY ONE DAYS, WITH TWO ADDITIONAL .
. - ~ THREE. YEAR RENEV~/AL TERMS, AT:THE CITY'S SOLE DISCRETION;
WAIVING BY 5/7THS VOTE, THE COMPETITIVE ~1DDIND AND ~ '
. ,APPRAISAL REQULREMENTS, AS REQUIRED BY SECTION 82-39 OF
. THE MIAMI .BEACH.. CITY CODE; FURTHER SETTLNG A PUBLIC ';.
HEARING ON JUNE 9, 2010, FOR THE SECOND READING (AND FINAL
APPROVAL) OF THE .LEASE AGREEMENT
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WHEREAS, on October 21; 2008,- theFinance & Citywide Projects Committee
(F&CPC) acknowledged that the City-owned Historic City Hal'I 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 . - -
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.WHEREAS; Stran Adams, P.A.~has expressed interest, in leasing office space ina
. portion of~the 3rd Floor of the Building; and
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WHEREAS, the City,and Tenant have negotiated the..proposed: Lease Agreement,
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- said proposed Lease Agreement having an initial term of three (3) years anal .twenty orie
(21)` 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 ~ a
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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
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WHEREAS, the Administration would hereby recommend that the Mayor and City
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Commission approve the attached 'Lease .Agreement on first reading, and .hereby set the
public hearing on June 9, 2010, for second, reading and final approval of the Agreement;
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WHEREAS, ,.Section 82-39 of the City Code further provides for the waiver of the
competitive bidding and appraisal requirements, by 5/7t"S vote of the Mayor and City
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Commission, for (eases of City land, upon a finding~by the Mayor and City Commission that
the public interest would beserved by waiving such conditions; the Administration would
also. hereby recom'rr~end that the Mayor and City Commission approve said waiver. ~ -
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NOW, THEREFORE,. B'E 1T DULY. RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY- OF MIAMt BEACH, FLORIDA, that the, Mayor and City
Cornmi sion hereby approve on.first reading, a Lease Agreement between. the. City arid
Strang Adams,.I'.A., for use of approximately 858 square feet of City-owned. property,
located at 11'30`Washington Avenue, 3rd Floor East, Miami Beach, Florida for an initial term
of three years and twenty one days, with two additional three year renewal terms, at the
City's sole discretion, and waiving by 5/7t"S vote,; the competitive bidding and appraisal
requirements, as required by Section 82-39 of the Miami Beach Gity Code; further setting, a
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public hearing on June 9, 2010, for the second reading (and final approval) of the 'Lease
Agreement,:
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PASSED and ADOPTED this 12t" day of May, 2010.
. ATTEST:..... k
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Robert Parches, CITY CLERK ~ Matti H rrera Bower, MAYOR
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F:\RHCD\$ALL\ECON\$ALLWSSET\OLDCITY\Strang Adams\Strang Adams Lease Agreement.1st Reading.RES.doc
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APPROVEt~ AS T4
- FORM &~ LANGUAGE
FC~R EXECUTIQN
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Condensed Title:
Request for approval for a Lease Agreement bet aeen the City and Strang Adams, P.A. for- use of 858 SF of City-owned
property laeated _at 1130 Washington Avenue,. 3 -Floor East, for.. a term. of three years .and twenty one days, with two
additional three year renewal terms, waiving_by 5/7cns-vote the competitive bidding and appraisal requirements as required by
Section 82-30 and: setting a public hearing on June 9, 2010, for second reading and public hearing.
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COMMISSION ITEM SUMMARY
-ey Intended Outcome Supported: ~.
increase resident satisfaction with the IeveL of services and facilities.
Supporting Data (Surveys, Environmental Scan,. etc.): .
Approximately 40% of retail businesses surveyed, rank Miami Beach as one of €he best places to do business and 61 % of
the same group would recommend Miami Beach as a~ place to do business. ~ ~ -.
Issue:
.,.Should the .City Commission approve the lease agreement?
Item Summa /Recommendation:
'FIRST READING _ _ _
On October 21~, 2008, -the Finance & Citywide Projects Committee (F&CPC) acknowledged that the City-owned Historic City
Hall. buildings (the "Building") was not needed for City offices and instructed the Administration to advertise, market and
negotiate leases. for available spaces within the building at competitive market rates. Subsequently, the City and Strang
Adams have negotiated a {proposed lease for use of office space at Historic City Hall, 1130 Washington Ave., with the
following terms: "
• Square Footage: 858 per updated 2009 City survey;
• Term: Three"years and twenty one days with two additional three year renewal terms;..
• Rent:. $23.78 PSF, $20,403.24 annually; ,
o .Base Rent: f $9,498..06. annually, payable. monthly @ $791.50, with 3% annual increase;
#~ o .Additional Rent: $.10,905.:18 annually, payable montfily@ $908.77 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
$3,400.54 (equal to two months of Rent and~Additional Rent costs). ~ ~ .
A prior appraisaffound comparable per square foot (psf) rents in the nearby area at approximately $25 psf.. However, in~light
of current economic conditions, the Commission has previously approved a comparable psf rent for the west portion of the
3~d Floor. ~ ~ ,
Section 82-39 provides for the waiver of the com petitive bidding -and appraisal requirements, by 5/7ths vote of the Mayor and
City Commission, upon a finding by the Mayor and City Commission that the. public interest would be served by waiving such
conditions. At the. March 10, 20Q9 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 Department analysis finds that the use of this space is consistent with the land use
-designation contained in the Comprehensive Plan. It is recommehded that the Mayor and_Commissiori approve the proposed
tease for- use of this ortion of the 3~d floor of Historic Cit `Hall as er the ne otiated terms. ~ "
Adwiso ~ Board Recommendation:
Finance &`Citywide Projects Committee,~October 21, 2
Financial Information:
Source of Funds: .-Amount Account _
ri/a .; ,1, n/a
Financial I.rnpact Summary.
and March 10, 2009.
City Clerk's Office Legislative Tracking:
Anna Parek'h, ~exterison 7193
Sign-Offs: .
Departmerif Director _ ,~~ "Assists C 'Manager City Manager
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`City of Miami Beach, .1700 Convention Center Drive, Miami Beach,;Florida 33139, vvww.miamibeachfl.gov
.. - COMMISSION MEMORANDUM
~~ TO: Mayor. Matti, Herrera Bower and Members of the City Commission
- .FROM: Jorge: M. Gonzalez; City Manager
y DATE:. May 1.2, 201 Q . ~ ~ ~ ~ FIRST READING
'SUBJECT: A RESOLUTION OF THE. ,MAYOR D CITY COMMISSION OF THE' CITY OF MIAMI
BEACH, FLORIDA, APPROVING ON FIRST READING, .A LEASE AGREEMENT
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BETWEEN THE CITY AND STRANG ADAMS, P.A., FOR USE OF APPROXIMATELY
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858 SQUARE~FEET OF CITY-OWNED PROPERTY, LOCATED AT 1130 WASHINGTON
AVENUE, .3RD FLOOR EAST, MIAMI BEACH., FLORIDA; SAID LEASE HAVING AN
. - INITIAL T. ERM OF THREE YEARS AND. TWENTY ONE DAYS., WITH TWO ADDITIONAL
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THREE YEAR RENEWAL TERMS, AT THE CITY'S SOLE D13CRETION; WAIVING BY
5/7THS VOTE, TH'E~ COMPETITIVE BLDDFNG AND APPRAISAL REQUIREMENTS, AS
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. ~ ~ , :REQUIRED BY SECTLON 82-39 OF THE M1AM1 BEACH CITY CODE; FURTHER
~' ~ ~ SETTING A PUBLIC HEARING ON JUNE 9, 2010, FOR THE SECOND READING (AND
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FINAL APPROVAL) OF THE LEASE AGREEMENT
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ADMINISTRATION RECOMMENDATION `~
Adopt the Resolution, ,,
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` KEY INTENDED OUTCOMES SUPPORTED
- ~ Increase resident satisfaction with the. level -of services and facilities.
BACKGROUND ,
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At the .October 21, 2008 meeting. of the Finance & Citywide Projects Committee (F&CPC), and
subsequently at their meeting of March 1:0, 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 inn leasable space availability for non-City uses: The Committee directed the
Administration toadvertise; and market the available leasable space, a tgtal of approximately 14,1.94
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square feet, including the.ground floor, but exclusive of the second floor space utilized by the Clerks
of the Counts. . ~ ,.
At the meeting, the Committee al o approved the Adrrministration's recommendation that fhe~process
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`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 extensiorns) 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 admi istration ensuring-that market rates are
negotiated and'~operating expenses included. All leases would continue to require City Commission
approval per City Code.:
ANALYSIS ~ -
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. - Staff marketed .thee 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,
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which was .performed by Bondarenko & Associates, Inc. to determine the. market rent value; with a
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Commission. Memorandum ~ ~ ,
Strang Adams
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 8th Floor penthouse set at $30
PSF. The highest and best use for the entire building was deemed to~be "office", with. the notation
that the gcound,floor potential use as .retail commercial is not practical d'ue to the restrictions of~the
historic designation of the 'building.
. On~April 26, 2010, Koniver Stern Group, the City's contracted real estate broker, presented the City.
.~ with. a Letter of Intent (LOI) on behalf of Strang Adams,. P.A., a South .Florida law firm, who
expressed an .interest in a portion of the 3~d Floor that is currently vacant and available. Koniver
Sterne 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, for a lower level
- ~ ~ floor with no views.. Additionally, this provides a tenant for the vacant half of the floor, allowing the
. City to lease up the entire floor. The tenant is also investing a minimum of $8,500.00 in tenant.
improvements which will be beneficial to the City as it remains ari improvement to a portion of a floor
that was only partially complete. (in exchange for a rent credit) This portion of the 3~d Floor requires
build out. Property Management estimated that it would cost the City $19.,226.00 to build out this
portion of the 3rd Floor.
The Administration proceeded to negotiate a proposed lease agreement for City~Commission
approval. A summary of the proposed lease terms are as follows:.
TENANT.: , ~ . ~ Strang Adams, P,A., a Florida corporation,.
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DEMISED PREMIS€S 858 SF on the east half of the 3~d Floor of Historic City Hall, located at 1130
1Nashington 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.
LEASE COMMENCEMENT DATE: .June 10;,2010.
RENT COMMENCEMENT DATE: December 1, 2010.
RENT: - $23.78 :PSF; $20,403.24 annually;
BASE RENT: $9,498.06 annually, payable in monthly installments of.
$791..50. 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: $10,905.18 annually, payable in monthly installments
of $908.77. Any increase in Operating Expenses and Innsurance will result in
. an increase to Tenant's ;proportionate share.
. PARKING:. Tenant. may request, from the City's Parking Department, the use of no more
than two (2) parking spaces.. Rates .for said spaces are subject to change,
and are currently $70 per month plus appPicable sales tax.
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:SECURITY DEPOSIT: Prior to the execution. of the Lease, Tenant will furnish the City with a
Security f~eposit in the sum of $3,400.54 (equal to two months 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-i=ridgy) from 9:OOAM to 5:OOPM.' .
` IMPROVEMENTS: Tenant agrees to make certain- improvement to the; Demised Premises in the
minimum amount of $8,500.00 -in exchange fora 10 week credit against
~_ ~ Rent, in addition to the standard three month credit against Rent.
-. .INSURANCE: Tenant shall comply with. the following insurance requirements throughout
. the Term:
_ ~ ~ Comprehensive General Liability in the minimum amount of $1,000,000 per
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occurrence.for bodily injury and .property damage. The City of Miami
Beach
must _be named as add'ifional insured parties on this policy, subject to
adjustment for inflation. . .
- ' Workers Compensation and Employers Liability coverage in accordance. with
F orida statutory requirements.
All-Risks property and casualty insurance, written at a minimum of 80% of
replacement cost value and with. replacement cosf endorsement, covering all..
of Tenant's personal property in the Demised Premises (including, without
imitation, inventory, trade fixtures; floor coverings, furniture and other
. ~ property removable by Tenant; under the .provisions of this Agreement) and
'~ ail leasehold improvements installed . in the Demised Premises 'by or on .
` behalf of Tenant, subject to adjustment for inflation..
. PROPERTY 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 subject to ad valorem {or other) taxes in~subsequent years.. In the
. . ~ ~ even# Miami-Dade County assesses the property, Tenant shall pay its
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proportionate share of the property tax bill. Any property tax payment shall be
payable by 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 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 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
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- Operating Expenses) including janitorial, internetand telephone services.
MAINTENANCE ~. .
AND°REPAIR: Tenant shall be responsib'fe for day-to-day maintenance and repairs of the
Commission Memorandum
Strang~Adams. - ~ -
May ~12, 201.0
..Page 4 ofi 6 -
Demised Premises, including, without limitation, all fixtures, appurtenances,
- equipment and furnishings.
- CONCLUSJON ~ ~ -
. Section 82-39 of the Miami Beach City Code, governing the sale/lease of public property, provides
hat the.iease of any City-owned.property, including option periods., requires the following:
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a - 1) a public bidding 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
t «~l' ~~ 5) a public. hearing to obtain citizen input. s
Section 82-39 further. provides for the waiver of the competitive bidding and appraisal~requirements,
- by 5/7t"S vote of the Mayor anal City Commission, upon a finding by the Mayor and CityCommission
that the public interest would. be served by.waiving such conditions.
The proposed lease Germs are within the range of comparable spaces in the area, and reflect the
current economic reality. This tenant's use is consistent with the uses envisioned for Historic City
Hall. Given the economic environment that has produced a high inventory of vacant office space in
the 33139 zip code, the Administration recommends that a lease agreement with Strang Adams, for
use of the east portion of the 3rd Floor with the proposed terms, as delineated herein, be approved
on first reading. Additionally, the Administration recommends that the Gity~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 public.hearing on June 9, 2010, for the second reading (and final
approval) of the Lease Agreement. -.
Should the.City Commission approve this lease, and the-lease for use of the 4t"floor, which is also
on this agenda, only the 5t" Floor of Historic City Hail will remain available for lease.
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- _ EXHIBIT A
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PLANNING DEPARTMENT ~ ~ ~~
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; INTEROFFICE MEMORANDUM
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70: Anna. Parekh, Real Estate, Housing '& Comm, 'Development Director
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FROM: Richard G. Lorber, Acting Planning .Director-
~,. SATE: May 3, 201..0 ,
` SuB~ECT: Analysis of Proposed Lease Agreement for STRANG ADAMS, P.A.
3`d Floor,. Old City'Hall, 1130 Washington Avenue
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Pursuant to your request, this memorandum will serve as a .planning analysis of the
~~ - proposed lease agreement between the City and STRANG ADAMS., P.A.~ (Tenant), for
the use of approximately 858 square feet of office space on the 3`d floor of the City-
. j owned property known as Historic City Hall, located at 1130 Washington iAvenue, said
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initial term of three (3) years,. with two (2) additional :three (3)
lease agreement for an
j year renewal. terms, at the City's sole discretion.
Section 82-38 of the Code of the City of Miemi Beach requires that any proposed. sale or ,
lease of City-owned land b'e analyzed from a planning perspective so ~ that the City
:. Commission and the public are fully apprised of all conditions relating. to,the ,proposed
sale or lease.. The :following. is an analysis of the criteria. delineated in the Code:
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1. Whether or not the- proposed use. is in keeping with city goals and
~.. objectives and conforms to the cify comprehensive plan.
Consistent -The property is located within the PF "Public Facilities future. land
use category, and surrounded by the Gp-2 medium intensity commercial future land use
category. The proposed:- use is far .office space for providing legal services, The Pease
agreement between. the City and "the proposed tenant is consistent with the future land
. use category description contained in the Comprehensive Plan. - "
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2. The impact on ;adjacent. property, including the potentia{~ positive or
negative impacts such as diminution of open space, increased trafific, noise level
' ~ or enhanced property values, improved development patterns annd provision of
neces~sary~services. Based on fhe proposed use of the property, the city shall-
determine the potential. impact of the project on city .utilities and other •
` infrastrwcture needs " and fhe magnitude of costs associated with needed
a infrastructure improvements. Should it become apparent that further evaluation -
` of traffic impact is needed, the proponent shall be responsible for obtaining a
• traffic impact analysis from a reputable traffic engineer.
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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 ,
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space as no
new construction is being proposed. No additional utility or infrastructure is
- expected to be necessary. ;
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' ~ 3. A determination as to whether or not the proposed use is in keeping with a -
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Proposed Lease- Stang Adarns, P:A:
" -' 3`" Floor; Old City Hall, 9130 Washington Avenue i
.May 3, 2010 - ~ i
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' ~ ~' public purpose and community needs, such as expanding the city's .revenue base;.
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creating jobs, creating a significant revenue stream, .and improving
-community's overall qualifiy of life.-
• !:.e ,Consistent- The proposal wile accrue approximately $J;498.06 per~year in rent;
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.
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4. Determination as to whether or not the development, is in keeping with the
~ surrounding, neighbgrhood,- vyill' block views or create environmental intrusions,
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:, and evaluation offh'e design and aesthetic•cgnsiderations of .the project. -
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Consistent =The surrounding- neighborhood consists'of the Washington Avenue
commercial
corridor ,and the Cify of Miami Beach Police Headquarters. This office on
- - the 3 FJoo
rd r of Historic City Hall will not. be out of character with'theaurrounding uses.
~ View and environmental considerations are not applicable.
.' '~ 5: The impact on adjacent properties, whether or not there pis adequate
~•. parking, street and infrastructure needs.
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- ~ ` ` .~ ~ Consistent - Tfie previous use on this property was office space, therefore, #here
should be no Negative impact on adjacent properties. As this. use is existing, and is
j - adjacent to a parking garage, there are no issues with respect to .required. parking.. No
further infrastructure needs are anticipated.
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`6. A determination as to whether or not. alternatives a're available for the
- proposed.' disposition, including assembly of adjacent properties, ands 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
idn housin o ortunities, and the
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The proposed lease. agreement will help to defray the cost of maintenance of the
building.. No housing opportunities will be created. -
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- ~ , j 8. Such ofher issues as the Planning bepa:rtmenf may deem appropriate in
analysis of the proposed disposition.
for tnls proposal.
fEROFF\Shapiro Strahg and Adams Old City Hall planning analysis.docx
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LEASE AGREEMENT
THIS LEASE`AGREEMENT; made this 9t" day of June,,2010, by and between the
CITY OF M1AMI BEACH; a Florida municipal corporation,. (hereinafter referred to as "City".
or "Landlord"),and STRANG ADAMS, P:A.; a Florida corporation, (herefnafter 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 theCity, .those certain premises hereinafter referred ! to as the "Demised
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Premises" and more fully described as follows:
- Approximately 858 square feet of City:owned property{the "Building
a.k.a: Historic.City. Hall ), located at 11..30 Washington Avenue,. 3
. - 1=1oor East Floor, MiamiBeach, Florida, 33139, and as more
~. ~ specifically delineated in "Exhibit 1 ", attached hereto and incorporated
herein. ..
. 2. ~ Term. _.
- 2.1 ~ Tenant shall., be~ entitled to have and to .hold the Demised Premises for an
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.. init al term of three (3) years and twenty one (21) days, commencing on th~
- 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 limitation, 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~(120j
days, but in any case no later than sixty (60) days prior to the expiration of
. ~ ~ the initial term, this Lease.rnay be extended for two (2) additional three (3)
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. 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
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behalf).
In: the,event that~the City Manager determines; in his sole discretion, not to
extend or renew this L--ease Agreement (upon expiration of the initial term or
. - 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.
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3, Rent.
~~ ~ ~~ ~ ~ .Tenant's- payment..of. Rent; as defined #in this Section 3, shall -commence on
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~. December 1, 2010 (thee"Rent Commencement Date")and-, thereafter, on each first
'; . _ ~ ~ day of subsequent months.
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3~.1 Base Rent:
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_ :3.1.1 ~ " Throughout the Term herein, the Base Rent for the Demised
Premises shall be Nine Thousand Four Hundred Ninety Eight Dollars
;, ~ _ .
~- ~ - ~ and 06/100 ($9;498.06) per year, payable in monthly installme is of
..
~~ ~ ~ ~ - Seven Hundred Ninety One Dol ars and 50/100- ($791.:..50).
. ~ ~ .
~; .3.1.2. ~ The Base ~~Rent ,amount pursuant to this Section ~ 3.1 shalt be
increased annually, on the anniversary of the Commencement Date of
,.. ..
- .,. . ~ ~ theLease, in increments of three (3%)` percent per year. .
r. ~ . , .
3.2 . Additional Rent:
. ;
In .addition o 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 ~ fo.r. the
.. ~ " - ~ ° Demised Premises shall be Nine Thousand Five.Hund;red.Six Dollars..
- " and'64/100 ($9;506.64) per year; payable in:monthly installments of
:. y~
" ~ Seven Hundred Ninety Two Dollars and 22/1:00 ($792.22) :per month,
for its proportionate share of "Operating Expenses" which are defined
as follows;
~:,
"Operating Expenses" shall mean. hefollowing costs and. expenses
incurred in ~ operating, repairing, ...and maintaining . he Common
Facilities (as hereinafter defined) and shall include; without limitation;
:. ;.
'~ " electric service, water service to the Bui ding, sewer service~to the ~ .
Building, trash :removal from the Building; costs incurred for gardening
and :landscaping; ,.repairing and maintaining elevator(s), painting,
janitorial services ("except for areas within the Demised .Premises),
~~ ~ ~ lighting, cleaning, "striping, policing, removing garbage and .other
refuse and trash, removing ice and snow, repairing and maintaining
w ~ ~ - ~ ~ sprinkler. ystems, 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 porfions 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- #o"employees furnishing and .rendering any
- services.,. to the common areas, together with an additional
. .. ..
~. ad~ministration::charge -equal to fifteen. percent.. (15%) of all other
~. ..
. .~ ~~ ~. ~ .expenses included in the annual common area expenses, provided by
...
.the`City'forthe common or joint use and/or benefit of the occupants of
,.
a,
. the Building, their employees, agents, servants, customers and other
.. ~ {F. 2
.. ...
-~ - '.A
invitees. .
. ;
"Common Facilities" shall mean all Building areas, spaces,
. ~. ~ equipment, as well as certain services, available for use by or for the
. benefit of Tenant and/or its employees, agents:, servants, volunteers,
~. ~ ~ customers, guests and/or invitees.
3.2.2 ~ Property Taxes:
- The Property Tax Payment shall 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 representation,
whether 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 One Hundred Sixteen. Dollars and
. - ~ 55/100 ($116.55). This insurance coverage is in addition to the
3 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 shall also ~ pay any and all sums for alll applicable
tax(es), including without limitation,;sales and use taxes and Property Taxes,
_ imposed,.~evied or assessed against the Demised Premises,. or any other
charge or payment required by any governmental authority having jurisdiction
~' ~ ~ there over, even though the taxing statute or ordinance may purport to
impose such tax against the ~Gity. .,
.3.4 Enforcement.
Tenant agrees to pay the Base Rent, Additional Rent, and any other
am.
ounts as may be due and payable by Tenant underthis 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 all options available to it 'hereunder, which options may
- be exercised concurrently or separately, or theCity may pursue any other
remedies enforced bylaw.
4. ~ Location for Pa my ents•
All rents or other payments due hereunder shall be paid to the City at the following
address:
3
. - ~ City of Miami Beach
. ~ ~ ~ Revenue Manager
1700 Convention Center Drive, 3~d Floor
Miami Beach, Florida 33139
or at such other address as the City may, from time to time, designate in writing.
Tenant may request, from the City'sParking Department, the use of no more than
- ~ two (2) 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 currently Seventy Dollars ($70.00) per month, plus applicable- sales
and use tax per space. .
6,.- Security Deposit. .
..
Upon .execution of thin. Agreement Tenant. shall furnish he City with a Security
Deposit, in the amount of Three Thousand Four Hundred Dollars .and 54/100 .
. ($3,400:54). Said; Security Deposit shall serve to secure.Tenant's performance in ~ .
.~ accordance:, with the provisions of this Agreement. In the event Tenant fails to
perform in accordance with said provisions, the City. may-retain said Security
rv Deposit; as well as pursue any acid all other legal remedies provided herein,, or as
may be provided. by. applicab e law.
The parties agree and' acknowledge that the foregoing condition is intended to be a
~cond`ition subsequentte the City's approval. of this Agreement. Accordingly; in the
~. event that Tenant does- not. satisfy the aforestated, then he City Manager or his
designee may imr`nediately,~ without, further demand or notice,. fierrninate this
. Agreement without being prejudiced as to any remedies which may be available ~to
`~ .him for breach of contract. -
7. Use and Possession of Demised Premises.
- ~ 7..1 : The Demised- Premises shall b_e used by the Tenant as office space for ~ -
= providing Iegaf. services. SaidPremises shall be open for operation a
. ~ minimum of five. (5) days.~a week, with minimum hours of operation being as
- follows:- ..
,. ~ .
Monday -Friday: 9:00 AM to 5:.00 PM
Tenant shall not otherwise modify the days or hours of operation without the
:prioi° written approval' of the City Manager. Nothing .herein contained shall be
construed to authorize hours contrary to the laws governing such operations.
. .'~ -
7.2 ~ ~ It is understood and agreed that the Demised Premises shall be used by the
Tenant during - the Term of ahis Agreement only for. the above
pur=pose(s)luse(s), and for no other purpose,(s) and/or use(s) whatsoever.-
. y -
-Tenant will notmake or permit any use of the Demised Premises. that, .
- directly or indirectly, is forbidden bylaw, ordinance or government regulation,
or that may be dangerous to:life, Limb or property. Tenant may not commit
.- 4
(nor permit) waste on the Demised Premises; nor permit the use of the
Demised Premises for any.illegal.purposes; nor commit a. nuisance on the
Demised Premises. In the event that the Tenant uses the Demised Premises
(or otherwise allows the Demised Premises to be used) for any purpose(s)
not. expressly permitted herein, or permits and/or allows any prohibited use(s)
as provided herein, then the City may declare this Agreement in default
pursuant to Section 18 or, without notice to Tenant, restrain such improper
use by injunction or other legal action.
8. ,Improvements.
8.1 Tenant accepts the Demised .Premises in their present "AS IS" condition
and may construct or cause to be constructed, such interior and exterior
improvements and maintenance to the Demised Premises, as reasonably
necessary for it to carry on its permitted use(s), as set forth in .Section 7;
provided, however, that any plans for such improvements shall be first
submitted to the City Manager for his prior written consent, which consent, if
granted at all, shall be at the City Manager's sole and absolute discretion.
Additionally, any and all approved improvements shall be made at Tenant's
sole expense and responsibility. All permanent (fixed) improvements to the
Demised Premises shall remain the property of the City upon termination
and/or expiration of this Agreement. Upon termination and/or expiration of
this Agreement, all personal property and non-permanent trade fixtures may
be removed by the Tenant from the Demised Premises, provided that they
can be (and are) removed without damage to the Demised Premises. Tenant
.will permit no liens to attach to the Demised Premises arising from,
connected with, or related to the design and construction of any
improvements. Moreover,. such construction shall be accomplished through
the use of licensed, reputable contractors who are acceptable, to the City..
Any and all permits and or licenses required for the installation of
improvements shall be the sole cost and responsibility of Tenant.
8.2 Notwithstanding Subsection 8.1, upon termination and/or expiration of this
Agreement, and at City's sole option and discretion, any or all alterations or
additions made by Tenant to or in the Demised Premises shall, upon written
demand by the City .Manager, be promptly removed by Tenant, at its
expense and responsibility, and Tenant further hereby agrees, in such event,
to restore. the. Demised Premises to their original conditionprior to the
Commencement Date of this Agreement.
8.3 The above. requirements for submission of plans and the use of specific
contractors shall not apply to improvements (which term, for purposes of this
Subsection 8.3 only, shall .also include improvements as necessary for
Tenant's maintenance and repair of the Demised Premises) which do not
exceed Five Hundred ($500..00) Dollars, provided that the work is not
structural, and provided that it is permitted by applicable law.
8.4 Tenant Improvements.
Tenant agrees to make certain improvements (Tenant Improvements) to the
5
r - Demised Premises in the minimum amount of Eight. Thousand Five Hundred
. .
Dollars ($8;500:00), including, but not .limited to, those improvements and~~
their projected costs as delineated in ``Exhibit 8.4", attached hereto and
~, incorporated herein. .
9. City's:Right of Entry:. Y °
9.1 The City Manager, and/or his authorized representatives, shall-have the right
t to enter upon the Demised Premises at all reasonable times for the purpose
ofinspecting same; preventing waste; making such repairs as the City may
-consider necessary; and for- the- purpose of preventing fire, theft or
vandalism. The 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.
- under .any provisions of this Agreement the Tenant. may be required to
perform, and the performance thereof by the City shall not constitute a
... ~ waiver of the Tenant's default.
= ~ . 9..2 .If the Tenant shall not be personally present to open and. permit entry into .
the Demised Premises at any time, for any reason, and any entry thereon .
shall be necessary or permissible, the City Manager, and%or hfs authorized
- representatives, may enter the Demised Premises by master key, or may
. ..
- ~ forciblyenter the Demised Premises without rend ring the .City or such
agents 1,iable therefore. -
-. .
.. : 9.3 ~ ~ - - Tenant sha l furnish the City with duplicate keys to a!L locks including exterior
- ~ ~ and interior doors prior to (.but no later than by) the Commencement Date of
~~ this Agreement. Tenant shall not change the Jocks 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 .C,ity with duplicate keys to said
.locks in advance of their installation:
. ~ . 9:4 ~ .Tenant specifically agrees to permit Landlord unobstructed and unrestricted
..~ access,,as delineated in Subsection 9.1 herein, to the rooftop area. above the
. ~ second .floor, via Tenant's southwestern most window of the Demised
_ Premises.
-.
10. ~ Tenant's Insurance.
. 10.1'~i 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 Liability, in the minimum amount of One
Million ($1,000,000) Dollars (subject to adjustment for inflation) .per
6 .
occurrence for bodily injury and' property damage. The City of Miami
Beach must be named as~an additional insured on this policy. ..
10.1,.2 .Workers Compensation and ~ Employers Liability coverage in
accordance with Florida statutory requirements.
. 1,0.1.3 All-Risk property and casualty insurance, written at a minimum of
- - ~ eighty (80%) percent of replacement"cost. value and with replacement
. - ~ ~ cost endorsement, covering al leasehold improvements installed in
. , ~ ~ the Demised Premises by or on behalf of Tenant and including
without limitation ail 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)..
10.2 Proof of these coverages must. be provided by submitting original certificates
ofinsurance to the-City's Risk-Manager anal Asset Manager respectively. Ail
policies must provide thirty (30) days written notice of cancellation to both the
City's Ri'sk~ Manager and Asset Manager (to be submitted to the addresses
set forth in .Section 27hereof). ALI insurance policies shall be issued by
companies authorized to do business under the laws of the State of Florida
~~
and must have a rating of B+:VI ,or better per A.M. jBest's Key Rating Guide,
latest edition, and certificates are subject to the. approval.of the City's Risk
,, .Manager:
11. ' Property Taxes and Assessments. ~ ~ ~ .
. For the purposes of this Section. and other provisions of this-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 Premises, and' (ii) any expenses incurred by the City in obtaining a
reduction of anyuch taxes or. assessments, .
1'1.2 ~ The term "Property Tax Year" shall mean the period of twelve (12) calendar
months, beginning on January 1St of each year.
rv -
11.3 Tenant shall pay, as Additional .Rent pursuant to Section 3.2, for such
Property Tax Year 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. if 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 shall be payable by Tenant immediately upon receipt of notice
. ~ ~ ~ from ahe Cit . A co
y py 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, .will be made available to Tenant once received from the taxing
authorities, if requested by Tenant. Tenant shall pay any difference in the.
7
.,
amount.between the estimated property taxes and:the actua property taxes
to the City immediately, upon receipt of request for said payment from the ,
. City. ~: ..
. .11~.4~ V .~ T+ax Stop. _
Notwithstanding the preceding Section.11'.3, the City shall~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 Tenanf to be
~, _ ~ responsible for anything n~ excess of that amount. Tenant shall promptly
` ~ reimburse the. City for its_po;rtion of the Property Tax Payment (if any) upon
. ~ ~ ~ ~ receipt of the City's invoice :for ame.
<.., ~.
.. ~ ~1~2.: Assignment~and Sublefting:
Tenant shall not~have the.right to assign or sublet the Demised Premises, in whole
..
`~. or in part; without the prior written consent of the City... Manager; which .consent, if
. .-
~. ~ ~ granted at all.shal be at the City Manager's sole. a,nd absolute discretion. Such
...
written consent is not a matter of right and the..City is not, obligated to give such
4 ~ . ~ `consent. If granted as provided herein, the making of any assignment or sublease
a.
.. ~~ will 'not releaseTenant from any of -its. obligations under this Agreement. . .
. 13.- ~ Operation,.Maintenance and Repair. ~~
13.1 ~ - Tenant,shall be`solely respo sib e`for-the operation, maintenance and repair
. ,,
~.u,
~~ ~ ~ of the Demised , Premises. Tenant shall; at. its sole expense and
.
-~ res~ponsibi'lity, . maintain ~ the..: Demised Premises, and. all fixtures and -
,. ... .
. : ~ appurtenanc:es therein, anal shall make all repairs thereto, as and -when
,~ _
,. needed;~to preserve them in good. working order and condition. Tenant shall
. , be responsible for aCl 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 .quai'ity. .
.. ,, ,..
The City shall beresponsible for- the maintenance of the roof;-the exterior. of
. ~ the- Bui ding, ~a11 heating/ventilation/air conditioning (HVAC) equipment
_ ~ servicing the Demised. Premises, the structural electrical and plumbing: (other
. ~ _ k than plumbing surrounding any sink(s) anal/orfioilet(s), including such sink(s)
and toilet(s); fixture(s), -within the.Demised Premises), the common areas and
the-chilled wafer supply system... The City~shall maintain and/or repair those
. ~ .,
~. items that if is responsible. for; so as to .keep .same in proper working
. .condition. ~ .
.. ,.
- : ~ 13.2 ~ ~ All damage or ir~jury.of any kind to the Demised. Premises, and incfudi~ng
without limitation its fixtures.; glass; appurtenances, and equipment (if any),
.. ~. .~
or to the building fixtures, glass, appurtenances, and equipment, if any,
,., i.. .
except damage caused by the gross negligence and/or willful misconduct of
,.
~- the. City; ~ shall be the sole obligation of Tenant; and: shall be repaired,
restored or replaced, promptly by Tenant, at its sole expense and to the
.:... ~ .
satisfaction of the City. ~ .
. .
.8 - .
13.3 AIt 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 Tenant fails to make such repairs or restorations or replacements, .the
same may be made by the City, at the expense of Tenant, .and all sums
. ~ spent and expenses incurred. by the City shall be collectable by the City and
- shall be paid by Tenant within three (3) days after submittal of a bill or
statement therefore.
'13.5 Lt shall be Tenant's. sole obligation and responsibility to insure that any
renovations, repairs and/or improvements made,. by Tenant to the. Demised
- Premises comply with all applicable building codes and Fife safety codes of
. governmental authorities having jurisdiction.
13.6 ~ Tenant Responsibilities for Utilities (not included within OperatingExpenses).
Tenant is solely responsible for, grid 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, whereby Tenant agrees to promptly reimburse the City upon demand.
._ In no event; however, shall. the City be liable, whether to Tenant or to third
.parties, for an interruption or fai ure in the supply of any utilities or services to
the Demised Premises.
13.7 TENANT ~HER~BY ACKNOWLEDGES AND .AGREES THAT THE
- ~ DEMISED PREMISES ARE BEING LEASED 1N THEIR PRESENT `.`AS IS"
.CONDITION.
14. Governmental Regulations.
Tenant covenants and agrees to fulfill and comply with -all statutes, ,ordinances,
rules, orders, regulations, and requirements, of any and all governmental bodies, ,
. including .but not limited to Federal, State, Miami-.Dade County, and City
governments,.and any and all of their departments and bureaus applicable to the
Demised Premises, and shall also comply with and fulfill all rules, orders, and.
regulations for the prevention of fire, all at Tenant's own 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 hod 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
. -
. - 9
.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, or improvements by or at the direction or sufferance of the
Tenant; .provided however,. Tenant.. shallhave the right to contest the validity or
~.: amount of any such lien or claimed Tien. In ahe 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
improvements by-reasons of such .non-payment. Such securityneed not exceed one .
. and' one half (1%2,) times fhe amount of such lien or such claim of lien. Such security
.
_ shall be -posted by Tenant within ten. (10} days of written notice from .the City, or
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) alf or any part or portion of.the.`Demised Premises is taken,
appropriated, or condemned by reason of Eminent Domain. proceedings,.
- r ~-then. this Agreement.shall be terminated. as of ahe date of such taking, and .
shall thereafter be completely null and void, and neither of the parties hereto .
~.
. ~ shall thereafter have any .rights against. the other by reason of this
. - Agreement or anything contained therein, except that any rent prepaid
beyond the date of suchtaking shall be prorated to such date, and Tenant
shall pay any and all rents, additional rents, utitity 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 hereunder provided, Tenant shall. not be entitled to participate in
the proceeds, of any award made to the City in any such Eminent Domain
proceeding, excepting, 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 shall constitute an Event of Default
under this Agreement:
18.1:1 The Base~Rerit, Additional Rent, or any otheramounts as may bedue - ~ -
.and payable by Tenant under this Agreement, or any installment
thereof,. is not paid promptly when andwhere.due within fifteen (15}
- days of due-date, and Tenant shall not have cured such failure within
1p
#ive (5) days after receipt of written .notice from the, City specifying
. ..
.. such default;
. - .
~1 &.1.2 The Demised Premises shall be deserted, abandoned,, or vacated;
..
. 18.1..3 Tenant shall., fail to comply with any:materialterm=,. provision, condition
or covenant contained 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; or such longer period.
of time acceptable to the City, at its sole discretion;
18.1.4 ~ ~ Receipt of notice of violation from any governmental authority having
y . .
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 Bankruptcy Act, as amended, which remains pending for more
than sixty (60) days,. or any other proceedings now orhereafter
.. _ ~ -
authorized by the laws of the United States or of any state for the
purpose of discharging or extending the time for payment of debts;
.- 18.1.6 ~ Tenant shall become insolvent;
_ .
~~ 18.1.7 ~ Tenant shah make an assignment for_benefit of creditors; .
18.1.8 A receiver is appointed for Tenant by any court and shall not be
-- ~ ,.
.. dissolved within thirty (30) days thereafter; or -
. ,,
.: x 18.1=.9 The leasehold interest is levied on under execution.
:19. Rights on Default.- ~ , .
., .19..1 Rights on Default: ..
.. In the~event of any default by Tenant as provided herein, -City shall have the
option to do any of ..the following, in addition to and not in limitation of, any
~~. - other remedy permitted by law or by this Agreement;
. ,.
19.1.1 Terminate this Agreement, in which event Tenant shall immediately
surrender th,e Demised Premises to the City, but if Tenant,shall fail to
do so the City rnay, without further notice, and without prejudice to
. ~ ~ ~ ,any other remedy tfie City may have~-for possession o~r arrearages in ~ ~ .
. rent or damages for breach of contract, enter upon the Demised .
_ ~ ~ Premises 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~indemnfy and hold. harmless the City.
- - for all' loss and damage which the City may suffer by reasons of such
Agreement termination, whether through inability to re-let the Demised
,. ~ ~ Y 11
Premises; 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 Phis. 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 fhe 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 term and such payment shall be considered,
~~ construed and taken to be a debt provable in ..bankruptcy or
. ~ receivership. .. .
19.1:3 Enter the, Demised Premises as the ,agent of Tenant, by force if
necessary, without .beingliable to •prosecution or any claim for
damages therefore; remove Tenant's property there from; and re-let
" ~ the Demised Premises, or portions thereof, for such terms and upon
such. conditions which the City deems, in its sole discretion, desirable,
.and to receive the rents therefore, and Tenant shall pay the City any
- ~ deficiency that may arise by reason of such re-letting., on demand at
r any time and from time to time at the office of-the City;. and for the
.•
purpose of re-letting; the City may (i) make any repairs, changes;
alterations or additions in or to said Demised Premises that may be
necessary or convenient;. (ii) pay. all costs. and:. expenses therefore
from 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.
~, 19.1.5 ~ It is expressly agreed' and understood by and between the parties
e hereto that any installments of .rent accruing under the provisions of :
- this Agreement which shall not be paid when due shall bear interest at
: `~ ~ ~ _ .the maximum legal rate of interest per annum then prevai ing ,in
. Florida from, the date when the same was payable by the terms
. ~ hereof, until the same shall be -paid by Tenant. Any fai ure on the •~
. City's behalf.toenforce this Section shall not constitute a waiver of
this provision with respect to future accruals of past due rent.. No
. interest will be charged for payments..made within the grace period,
such grace period to be defined as within five (5) days from the due
date. l'n addition; there will. be a late charge of Fifty {$50.00). Dollars
" ~ fore any payments submitted after the. grace period.
`. ~ 19.1.6 ~ JfTenant shall default in making any payment of monies 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.
12
Tenant, upon the City's paying such expense, sha11 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 the Demised Premises and collectable by the City from Tenant
as rent, and shall be due from Tenant to the. City on-.the first day of
the. month following thepayrnent of the expense by the~City.
19.1.7 " ~ `The rights 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 or to forfeit any of the said rights.
..
19:2 ` Default by City:
.. The failure of the City to perform.: any of the covenants, conditions and
"'
. agreements of this Agreementwhich are to be .performed by the City and the
continuance of such failure for a period 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,
4 _ 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 actoons .necessary to cure such defaults.
- - .
However, rn the event the City fails to perform within the initial thirty (30) day.
.periodprovided 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 control):. as indicated above, shall constitute a default by the City.
..
19.3 ~ Tenant's Rights o~n Default:
.: if an event of the City's default shall occur, Tenant, to the fullest. extent
perm,itted~ by iaw, shall .have the right to pursue any and all, remedies
-available at law. or in equity, including the right to sue for and collect
damages,, including reasonable attorney fees and costs, to terminate this
Agreement; provided however, that Tenant expressly- acknowledges anal
agrees that any recovery by Tenant shall be limited to the amount set forth-in
Section 32 of this Agreement.
20. indemnify Against Costs and Charges.
~. ~ 20.1 Tenant shall be Iiabie to the City for all costs and charges, expe ses,
" ~ 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 alien- 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.
13
? 20.2 ~ ~ ~ If Tenant shall at any time be in default, hereunder; and if the Cityshall 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, then Tenant shall be Liable for expenses incurred, at both. the trial
~. ~ ~ . " and appellate levels..
. 21, Indemnification Against Claims. ~ - -
21.1. ~{ ~ Tenant: shallindemnify and save the City harmless from .and against any and
. ~ ~ ~ all claims of 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
'~~ ° ~ - ofiher„ facility or a urtenance - :used in~ connection with the Demised
.pP
Premises, occasioned in whole or in. part by any of the foilowin
9~ .
e, w .. -
21.1.1 An ~. act or omission on. the part of.~Tenant;„ or any .emptoyee, agent,
,. .-
- ~ contractor, invitee, guest~;~ assignee, sub-tenant or subcontractor of .
.: . ..
. : ~ ~~ Tenant; .. -
..
~,
~: ~ Anymisuse, neglect, or unlawful ~ use, of the Demised .Premises by
. 21.1.2.
,: ,.
' - ~~ ~ ~ -Tenant, or any employee, agent; contractor, invitee; guest, assignee,
. :..
. ~ ~ ...sub-tenant or subcontractor of Tenant;
2,1.1.3 Any breach, violation, or non,-performance of any. undertaking of
Tenant under this Agreement; ~.
,.. .. ..
.21.1:4 . ~ Anything. growing ~ out of the u e or occupancy of the Demised
Premises by Tenant or anyone~.holding or claiming to hold through or
- ~ under this Agreement.
-- ~ ~ ; "~ " 21.2 ~ ~ , Tenant agrees to pay ,alf damages to the Demised Premises and/or other .
- facilities used in connection therewith, caused by Tenant or any employee,
- .~ Y .. e
agent; contractor, guest, or invitee of:Tenant. -
,..
v.
. 22. Sign and;Adverfising..~ .~ .
,.Without the prior written consent of the City Manager, which consent, if given at a11,
,.
shall be at:the. City. Manager's sole and absolute discretion, Tenant shall not permit
~. thepainting and display of any signs, plaques, lettering or advertising material of .
. ; any kind. on or near fhe-Demised Premises. All additional signage shall comply with
- ~ ~ s'ignage standards established by the: City and comply with all applicable building
. `. ,.
. ~ ~ `codes, and any other municipal, County; State and Federal laws.,
. .. .
,.
. , .. ~ .
.. ~ ~' 23:~ Effect of Conve ar~nce.
:. , , ..:
r _ ~ ~ The term." City"-arid/or "Landlord" as used in the Ag:reernent means only the owner
i .
. ~ . - forthe time being of the land and building containing the Demised Premises, so that
. ~ ~ ~ ~ ~ ~ `;in the event of any-sale of said land~~and building, or in the event.of alease of said
. - . .?, -
building, the City hall be and hereby is entirelyfreed and relieved~of all covenants
.. ..
. ~ and obligations of the City hereunder; and it shall be deemed and: construed without
.
... ~ _
. - . ,. ~4
further agreement between the parties, or between the parties and the purchaser at
. ~ such sale; or the lease. of this building, that the purchaser or Tenanthas assumed..
and agreed to carry out~all covenants and obligations of the City hereunder.
24. -.. Damage to the Demised. 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, ri his sole discretion, in
- whole or in part; and such damage is covered by the City's insurance, if any,
- (hereinafter referred to as "such. occurrence"), the City, shall, as soon as
possible after such occurrence, utilize the insurance proceeds to cause such
_ ~ ~ damage to be repaired and-the Rent (Base Rent and Additional Rent) shall
not be abated. If by reason of such occurrence, the Demised Premises shall
` be rendered untenantabte, as determined. by the City Manager, in his sole
discretion, only in part, the City shall as soon as .possible .utilize theinsurance'
proceeds to cause the damage to be repaired; and the. Rent meanwhile shall
be abated proportionately as to the portion of the Demised Premises
rendered untenantable; provided however; thatthe 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 shal'I have
the option of canceling this Agreement..
24.2 if the Demised. Premises shall be rendered whol y 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 sand occurrence, the
. Rent to be adjusted as- of such date. If the Demised Premises sha(I be
rendered wholly untenantab1e, Tenant shall 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 accordic~gly.
24..3 Notwithstanding any clause.eontained 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 shall advise Tenant in writing within thirty (30)
days of the occurrence giving rise to the damage and of its decision not to
repair, and the Tenant may, at any time thereafter, elect to terminate this:
- .Agreement, and the Rent shall be adjusted accordingly.
25, Quiet Enjoyment. -
Tenant shall enjoy quiet enjoyment of the Demised Prem-ices and shall not be
evicted or disturbed in. possession of the Demised Premises so .long as Tenant
complies with the terms. of this Agreement.
. 15 -
:26. ~ Waiver. ~ ` -
..
26.1' It is mutually covenanted and agreed by and. between.the parties hereto that
~. the failure of the -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 relinquishment for the future of any such conditions, covenants, terms,
provisions or options but the same. shall continue anal remain in full force and .
.~ .. ,~
effect.:
26.2. A waiver of anyterm expressed herein shall not be implied by any neglect of ~ .
r . ~ the .City to declare a forfeiture on account of the violation of such term if such .
. ~ ~iolatior by continued or repeated subsequently and any express waiver
. ~ shall not.affect any term .other than the one specified in such waiver and that
one only for the time. and in the manner specifically stated:
26.3 The receipt of any s.um paid by Tenant to the.,City afters breach of any -
condition, covenant, term ar provision herein contained-shall not be deemed
- ~ ~ a waiver of such breach, .but shall be taken; considered and const-rued as
payment for use and occupation,- and not as Rent; unless such breach be
-. ~ expressly waived. in writing by the City.
27. Notices. ~ ~ _
. The addresses for alt notices required under this Agreement shall be as follows., or
,-
at such. other address as either party shall be in writing, notify the. other:
- LANDLORD: ~ City Manager
. City of Miami .Beach
1700 Convention Center Drive
- ~ ~ Miami Beach, Florida.33139
With copy to: Director - .
~` ~ City of Miami Beach
- - ~ ~ Office of Real Estate, Housing & Community Development
. ~ 1700 Convention Center Drive
- ~ Miami Beach., Florida 33139
TENANT: Strang Adams, P.A. .
1130 Washington Avenue; 3~d Floor East
Miami Beach; Florida 33139
All notices shall be hand delivered and a receipt~requested; or by certified mail with
Return receipt requested, and shall be effective upon receipt.
28.. Entire ~and~ Binding Agreement.
This Agreement contains all of the agreements between the parties hereto, and. it
.. may not be modified in any manner otherthan by agreement in writing signed by all
the parties hereto or their successors in interest.. The terms, covenants and .
conditions contained herein shall inure to the benefit of and be binding upon the City . -
=. ,.~6 _
.. .,
and Tenant and their respective successors and assigns, except as may be
otherwise expressly provided in ,this Agreement..
29. Provisions Severable:
~If any term or provision 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 application of such term or provision to persons or circumstances
other than those as to which it is.held invalid or unenforceable, shall not be affected
thereby and each term and provision of this Agreement shall be valid a.nd be .
enforced to the fullest. extent permitted by law.
.: ' 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 Agreement to which they relate.
31. ~ Number and Gender.
~~ : ~ Whenever used herein, the singular number shall include the plural and the plural
shall include the singular, and the use of.one~gender shall include all genders.
32,~ Limitation of Liability.~
. ° ~ The 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 b~y the City of this Agreement, so that its liability for any such breach
..
never exceeds the sure 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, Tenant .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 this Agreement. Nothing. contained in this Section or
..
elsewhere.in,this Agreement is in anyway intended to be a waiverof 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 Terris herein demised, or the sooner
termination thereof; peaceably. anal quietly leave,. surrender and yield upon to the
:City the Demised Premises, together with any and all equipment, fixtures,
furnishings, appliances or other personal property, if any, located ~at o:r on the
Demised Premises and used by Tenant. in the maintenance, management or
.o;peratiori of the .Demised Premises, excluding any trade fixtures or personal
property, if any, which can be removed .without material injury to the Demised
. ` ~ P,remises free of all liens; claims and encumbrances and rights of others or broom-
c~ean, togstherwith all structure changes, alterations, additions, and improvements
which. may have been made upon the Demised Premises,. in good order, condition
and repair, reasonable wear and tear excepted, subject, .however, to the
subsequent provisions of this Section. Any property which pursuant to the .provisions
_: of.this~Section is removable by Tenant~on or at the Demised Premises upon the
17
termination of this Agreement and is not so removed may, at the- option of the 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 sole cost of the. Tenant in such
manner as the City may-see fit: Lf the Demised Premises. and personal property, if
. ..
- any, be .not surrendered at the end of the Term as provided in this Section, Tenant
shall make good the City all damages which the City shall suffer by reason thereof,
- and shall indemnify and hold harmless the City against all claims made by any
~~ - ~ .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.
34. Time is of .the Essence. ~ -
~~ ; ~~ Time is of the essence inevery :particular and particularly where the obligation to
r
.., . pay money. is involved.
35. - Venue:
. ; This Agreement shall be deemed #o have been made and shall be construed and
interpreted in accordance with fhe~laws of the State of Florida. This Agreement shall
- be enforceable-in Miami-Dade County, Florida, and if~ legal action is necessary by
. ~ ~ ~ either party with respect to the enforcement of any~and all the terms or conditions
. herein; exclusive venue for the enforcement of same shall lie in Miami-.Dade
. ~ County,. Florida.
. CITY ~4ND TENANT HE'REBYKNOWINGLY AND INTENTIONALLY WAIVE THE
RIGHT TO TRIAL~BY JURY IN ANY ACTION OR PROCEEDING THAT THE CITY -
~,, .
.. AND TENANT MAY H REIN AFTER INSTITUTE AGAINST EACH OTHER WITH
RESPECT TO ANY MIATTER ARISING OUT OF OR .RELATED TO THIS.
AGREEMENT: ~ -
_ ~36. ~ ~ Radon- is a naturally occurring radioactive gas that,, when it is accumulated in a
building ~ in sufficient quantities, may present health. risks to persons who. are
exposed to it overtime. Levels of .Radon that exceed Federai~ and State guidelines
- - have been found in buildings in Florida: Additional information regarding Radon and
Radon testing may be obtained from your County Public Health lJnit. -
37. ~ No_ Dangerous Materials.
.,
Tenant agreesnotto use or permit in the`Demised Premises the storage and/oruse
of _gasoline, fuel. oils, diesel, illuminating oils, oil lamps, combustible powered
-electricity pr-oducing generators, turpentine, benzene, naphtha, propane, natural
gas, or other similar substances, comebustible -materials, or explosives of any .kind,
or any substance or thing prohibited in the standard policies of fire i surance
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 tfie 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 are defined by applicable Federa and State Statute, or
1' 8
any environmental rules and environmental regulations promulgated thereunder.
The provisions of this Section 37 shall survive the termination or earlier expiration of
this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused their names to be signed
and their seals to be affixed, aII as of the day and year first above written, indicating their
agreement.
Attest: CITY OF MIAMI BEACH, FLORIDA
Robert Parcher, CITY CLERK
Attest:
WITNESS
1>�
(PRINT NAME)
Matti Herrera Bower, MAYOR
APPROVED AS TO
FORM & LANGUAGE
a FOR EXECUTION
City Atto
F:\RHCD\$ALL\ECON\$ALL\ASSET\OLDCITY\Strang Adams\Strang Adams Lease Agreement.FINAL.doc
19
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20
Tenant-Improvement(s)
- .. (page 1 of 3) ._
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_. ,.
. 1yp,:hereby propose to to; furnish ihe.mate~i~i5 end: perfe,rm t11e a~bur nece«arv.for the completran" of yqur.paintn~ .project. ill
material is:guear~nteed`ta be as spec.itiQd, ti'7e ~u~rar~[ee~to pArfcrm your project:in~aceordaric~ with ary specificattons ~ufjmit'ted
by veu and: to completerhe ?~h in a tGp qufllity vrorisn~arlilcc~rrranc~r
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~ Nc~w Offico ac ~ 13Q 4Vashingtoi'Avenra~, `3rii Ftoc~r; Miami ricael~, Flarid~ 3139
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Inst;:ailatiori
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EXHIBIT 8.4
Tenant Improvement(s)
(page 2 of 3)
Gmail - Alt Painting Specialists
A:II Painting Specialists.
1 •message
Roger Zwickel Kroger@rdesignstudioinc.com>
To: jstrang@stranglaw.com
Hey Jodi,
R
DESIGN.STUD10 INC.
4127003:79 PM
Jodi Strang <jodistrang,esgegmail.com>
Tue, Apr 27, _ 2010 at 3:16 PM
5151 Collins Ave. Suite 220. Miami Beach FL 33140 Tel (305) 868=3419 Fax (305) 868-3493
Electricalwork to provide and install fluorescent lights and recessed high hats is approx $2,5.00.00
Final price to be determine.
Callus if you have any questions.
Thank .you, •
-
Giseile
2 attachments
192.pdf
L -1-38K.
13191K.pdf
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22
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