Leasing AGreement with Koniver Stern Group_ - EXCLUSIVE LEASING AGREEMENT
' ~ BETWEEN THE CITY OF MIAMI BEACH, FLORIDA
' ~ ' AND KONIVER STERN GROUP
FOR TH'E PROVISLON OF
`, COMMERCIAL REAL ESTATE LEASING SERVICES
~ . PURSUANT TO RFP ND. 63-0$09 FOR A REAL ESTATE BROKER
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i TO SERVICE LEASABLE CITY-OWNED PROPERTIES
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t ~. TH'IS AGREEMENT made and entered into this 8~1c. day of ~n~ • , 2010,
by and between the CITY Of 'M1AM1 BEACH, FLORIDA, a municipal corporation,
having its ..principal'- offices at 1700 Convention Center Drive, Miami Beach, Florida,,
33139, (hereinafter referred to as "Owner/Landlord"), and KONIVER STERN GROUP,
. ~ ,whose address is 1665 Washington. Avenue, Penthouse, Miami Beach, Florida 33139,
:(h'ereinafter referred to as Broker).. ~ .
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WHEREAS, Owner/Landlord desires to engage Broker to procure Tenants for the
Cfy owned. Properties defined in Exhibit "A'; attached hereto (the City Properties), and
Broker desires to market and lease such. Properties on behalf of Owner/Landlord.; and .
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WHEREAS, Broker. has disclosed to Owner/Landlord., and Owner/Landlord
acknowledges, that Broker is acting solely as a transaction broker in connection with its
marketing and ,leasirig of the City .Properties.
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For.and in consideration of the mutual covenants and promises by and between
. -. the parties contained herein,: and other good and valuable consideration, the sufficiency
oflwhich is fiereby acknowledged, the parties agree as follows:
~ DEFINITIONS -
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-' Tfie: following definitions shall apply in this Agreement:
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City Properties: '
Shall mean only those City .Properties listed in Exhibit `A"to this Agreement.
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Tenant; A person or entity leasing or renting space. in a City Property, pursuant to a
~' Lease Agreement. .
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Lease Agreement:
A written. agreement -entered into and executed by Owner/Landlord and
j Tenant; for the lease of a City Property, or space in a City Property (the
Demised Premises), with the obligation to pay Owner/Landlord Minimum
i Rent.
The period of time covered by a Lease Agreement, which period shall
commence on the day when the Lease Agreement commences, or Tenant
.occupies the Demised .:.Premises (whichever is first), and including any
extensions and/or renewals thereof.
Minimum Rent {or Base Rent):
For a retail Lease .Agreement, the proposed. dollar amount payable by
Tenant to Owner/Landlord under the Lease Agreement, which amount shall .
not include additional rent or other charges of any type or nature
whatsoever {including, without limitation, amounts payable for common
area maintenance charges,.. real estate taxes,. operating. expenses, utility
payments, or' other charges). for an office Lease Agreement, they proposed
dollar amount payable by .Tenant to Owner/Landlord under the Lease
Agreement, which amount shall also include additional rent payable by
Tenant under the Lease Agreement for common area maintenance (CAM)
j charges (which CAM charges -may. include Tenant's proportionate share. of
real estate taxes and insurance for the City Property).
f - SCOPE OF SERVICES
1 ~ ~ Broker will use its. best efforts to lease the -City Properties,. and wilt promptly submit
all bona fide offers to Owner/Landlord, in writing. A commission shall be paid to Broker
. for~its services in connection 'with .procuring leases for the City Properties, subject to the
conditions and limitations :hereinafter set forth.
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2 ~ Owner/Landlord agrees to:
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a) Furnish all "information on the City Properties that it has readily available and. in
it ~ _possession as reasonably requested by 'Broker.` ,
b) Allow Broker to place a real estate sign on the City Properties. The'sign(s) shall
. be of Broker's choice (but subject to compliance with all governmental regulations) and
,properly placed for the .:maximum exposure. .Owner/Landlord shall be responsible for
. ' returnirig the sign to Broker at the expiration of this Agreement, and/or occupancy of a
Property by Tenant.
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' c) `lmmediateiy refer to Broker all inquiries for lease of a City Property, and make
#lie Property .available for showing., during reasonable hours, and/or furnish .keys to
Broker; upon reasonable request.
d) Provide Broker with_a fully executed copy of all Lease Agreements.
.:.Notwithstanding any other provision in this Agreement, any Tenant .from the list in
Exhibit "B", attached' hereto, shall :be excluded from the terms of this Agreement,
and Brokershall not be entitled to a ~ commission. on any .Lease Agreement(s)
resulting therefrom. ~ -
l TERM
` ~ ; 3 This Agreement shall be effective upon execution by the parties (Effective Date, as
noted on page 1 hereof), and shall continue ;for a period of six (6) months from the
yEffective Date.. This Agreement may be extended twice, upon mutual agreement, with
each extension for period of six (6) months.
- ~ METHOD OF PAYMENT
4 Broker's right. to paymenf of a commission for lease of a City Property shall be
calculated. as follows {and subject to the following conditions and limitations):
a) Three (3%) percent of Minimum Rent, if leased by Broker with non-cooperating
Broker;. four (4%) percent if by an associate- in Broker's office with no
cooperating broker; and. five (5%) percent if by Broker with a cooperating
Broker.
b) Commissions will be paid based on the total Minimum Rent for the initial' Term
- of the ..Lease Agreement, and on renewals, but only for a maximum period of
time :not to exceed ten (.10) years from the Commencement Date of the
i ~ Lease Agreement;
c) Twenty-five (25%) percent of the commission shall. be due and payable upon
execution of the Lease Agreement. The balance of the commission shall be
paid. following collection of monthly rent by Owner/Landlord.
d) Commission .payments are due within thirty (30) days from the City's .receipt of
I Broker's invoice for same. If they are not received. at the end of that timeframe,
Broker shall. notice Landlord, in writing, via certified return receipt mail, that the
invoice is past due: At that point, if the invoice not paid within seven (7)
~ . business days, interest shall begin. to accrue at ten (10%) percent on any
- a unpaid fees (within ninety (90) days from the date fees are due).
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GENERAL PROVISIONS
5 For purposes of-this Agreement and for. purposes of determining whether a
commission shall be paid, the term "procured" shall be defined as a written., fully executed
L",ease Agreement which has been approved by the Mayor and City Commission and,
further, which meets the requirements of Section 6(c) and (d) below.
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` 6t A commission will only be deemed earned and payable if, and when, and not until,
all of the following conditions .have been fulfilled;
a) the Lease Agreement is executed by Owner/Landlord and Tenant;
} b) the Lease Agreement is approved by~the Mayor and City Commission;
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~ c} the Tenant has taken actual. possession of the Demised Premises for
the use and ,purposes specified in the Lease Agreement; and,
d) ~ all conditions specified in the Lease Agreement for commencement of
i ~ Tenant's business operations have been fulfilled.
7~ ~ If, .during the one (1) year period immediately following the expiration of this
Aggreement, Owner/Landlord enters into a Lease Agreement with any Tenant to whom
..space in the Property had been submitted during the Terrn.of this Agreement, either by
Broker, the commission herein provided shall be due and payable to Broker.
8~ Subsequent to Tenant's takin ossession of the .Demised Premises should
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Tenant's possession of the Premises terminate for any reason whatsoever, Broker shall
- ~ only be entitled to the portion ref a commission paid through the date of such termination.
9~ Owner/Landlord reserves the right, in its sole discretion, to refuse to enter into any
negotiations and/or lease with a proposed tenant or any other party; to determine all
terms and conditions of a Lease Agreement;. and to refuse to lease a City .Property, or
.permit tenant to take possession of the Demised Premises, for any reason whatsoever
Owner/Landlord shall .have r~o liability to Broker, with any exercise of its discretion
p {ursuant to this Section 9. -
10. The parties recognize that- Broker is acting in a similar capacity with respect to
other properties and the Owner/Landlord is acquiring the services of Broker on a non-
exclusive basis.
11. If any action is instituted to enforce this Agreement, the prevailing party shalt be
e ~ titled to reasonakle attorney's fees, expenses and costs, at trial and. appellate levels
an4 d for post-judgment collection efforts.
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12. This agreement .shall be interpreted in accordance with the laws of the State of
Florida. Venue for all proceedings shall be Miami-.Dade County, :Florida. This Agreement
shall be governed by, and construed in accordance with; the laws of the State of Florida,
both substantive and' remedial, .without ,regard to .principles of conflict of laws. The
exclusive venue for any, litigation arising out of this Agreement shall be Miami-Dade
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ounty; Florida, if in state. court,, and the U.S.. District Court,. Southern District of .Florida, if
federal court. By entering into this agreement, Koniver.Stern. and City of,Miami Beach
cpressly waive any rights .either ..party may have to a trial by jury of any civil litigation
~lated~to, or arising out of, this agreement.
13.. Broker shall not be responsible for any vandalism, theft or damage , to a City
Pjroperty, of ahy nature whatsoever, except where such vandalism, theft, or damage is
directly caused by or is the direct resulf of a negligent act or omission of Broker.
'~ NOTICES
14. .Alf .notices. and communications in writing required or permitted hereunder may be
delivered personally to the representatives of Broker and Owner/Landlord listed below or
~ may be mailed by registered mail, postage prepaid {or airmailed if addressed to an
~ address outside of the city of dispatch).
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Until' changed by notice in writing, all such notices -and communications shall be
addressed as follows:
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TO BROKER: Koniver Stern Group,
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. ~ ` ~ Attn: Lyle Stern
1065 Washington Avenue, Penthouse -
- i Miami Beach,.'FL 331.39
' ( (305) 532-6100 Ext. ,245
TO LANDLORD: .City of Miami Beach
E Office of'Real Estate,. Housing & Community Development
Attn: Anna Parekh
w ~ Director
' ~ ~ 1700 Convention Center Drive
~~ "Miami Beach., Florida 33139
{31J5) 673-7260.. .
Notices hereunder shalt be effective:
If'delivered. personally, on delivery; if mailed to an address in the city of dispatch, on the
day following he date mailed; and`if mailed to an address outside the city of dispatch.. on
', the seventh day following the date mailed. .
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15.. Broker and Owner/Landlord represents ,and warrants to each other that Broker is,
and will .be, the only broker or finder involved in procuring Lease Agreements for the City
. .Properties during. the Term. herein.. Broker hereby agrees to indemnify and hold
Owner/Landlord its officers, employees, contractors, and agents, from. and against any
. liability or expense, including reasonable attorney's fees, arising directly or indirectly out
f .: of any. person claiming to have acted with, by, or .through.- Broker as a broker, co-broker,
- agent, sub-agent, or finder in connection with any Lease Agreement contemplated herein.
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' 1`6. Owner/Landlord shall not be liable for the payment ofi any commission (or other
amount)- whatsoever under this .Agreement to any third party(ies), if being expressly
' recognized and agreed that Owner/Landlord shall only be obligated for same to Broker,
' . ~ subject to the terms and conditions contained herein. In such event, Broker shall be
- solely responsible for payment of a commission or any other .amount claimed by/to any
- co=:brokers and/or any other third party(ies). Broker hereby indemnifies and holds
Owner/Landlord; its officers, employees, contractors, and agents, from and against any .
- ~ , ~ liability or expense, including reasonable attorney's fees, arising directly or indirectly out
of.any claim brought by such co-broker or any other third party(ies). T'he provisions of -
this .Section 16 my be waived. by Owner/Landlord if it agreesto a separate or directed
..payment to a co=broker.
17. This writing embodies the entire Agreement and understanding between the
parties hereto; and- there are no other agreements and understandings, oral or written
wiith reference to the subject matter hereof that are not merged herein and superseded
~. ,: hereby: This Agreement .may only be amended in writing signed by both parties .Broker
shall' not assign any of its fights under this Agreement without the proper written consent
of Owner/Landlord, which consent if given at all, shall be at -,the sole, discretion of
', Owner/Landlord.
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. IN ,WITNESS WHEREOF, the parties hereto have .caused their names to be
signed and their- seals to b~: affixed', all as of the day and year first above written,.
indicating their agreement.
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~_ 'ATTEST: ~ OWNER/LANDLORD/
- CITY OF MIAMI BEACH
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BY: ~ L l~ BY:
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.. Robert Parcher, City Clerk atti Herr ra ower, Mayor
ATTEST.: ~ BROKER/IiCONIVER STERN GROUP
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`~ B:Y: BY:
~„ ~ ~ . ~ ~ Signature/SecrE~tary e B. Stern, President
.. ~ Print Name
APPROVED AS~TO
FORM & LANGUAGE
i~ FOR EXECUTION
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~! C ;~ crtey ~A Date
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Exhibit A
List of City Properties
. 1701 Meridian Avenue
' 1661 Pennsylvania Avenue (Pennsylvania Ave Garage)
- 1130 Washington Avenue
1550 Collins Avenue (Anchor Shops & Garage)
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Exhibit B
List of Prospective Tenants
Excluded From this Agreement
Wendy Kallergis - Greater Miami and the Beaches Hotel Association
Robert Lansburgh - Massage Envy
Lorenzo Lebrija - Seraphic Fire
Ty Reid - Mouzon Design
Facchina McG
Hines Limited Partnership
New World Symphony
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