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2010-27452 Reso2010-27452 RESOLUTION NO. A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING ON FIRST READING, A LEASE AGREEMENT BETWEEN THE CITY AND DAVID A. WRUBEL, CPA, PA, FOR USE OF APPROXIMATELY 1,518 SQUARE FEET OFCITY- OWNED PROPERTY, LOCATED AT 1130 WASHINGTON AVENUE, 5TH FLOOR, MIAMI BEACH, FLORIDA; SAID LEASE HAVING AN INITIAL TERM OF THREE YEARS, WITH TWO ADDITIONAL THREE YEAR RENEWAL TERMS, AT THE CITY'S SOLE DISCRETION; WAIVING BY 5/7THS VOTE, THE COMPETITIVE BIDDING AND APPRAISAL REQUIREMENTS, AS REQUIRED BY SECTION 82-39 OF THE MIAMI BEACH CITY CODE; REFERRING THE LEASE TO THE FINANCE AND CITYWIDE PROJECTS COMMITTEE FOR DISCUSSION; FURTHER SETTING A PUBLIC HEARING ON SEPTEMBER 15, 2010, FOR THE SECOND READING (AND FINAL APPROVAL) OF THE LEASE AGREEMENT WHEREAS, on October 21, 2008, the Finance & Citywide Projects Committee (F&CPC) acknowledged that the City-owned Historic City Hall building (the "Building") was not needed for City offices and instructed the Administration to advertise, market and negotiate leases for available-spaces within the Building; and WHEREAS, David L. Wrubel, CPA, PA, has expressed interest in leasing office space on the 5th Floor of the Building; and WHEREAS, the City and Tenant have negotiated the proposed Lease Agreement, said proposed Lease Agreement having an initial term of three (3) years, commencing October 1, 2010 and ending September 30, 2013, with two (2) additional three (3) year renewal terms, at the City's sole discretion; and WHEREAS, Section 82-39 of the Miami Beach City Code, governing the sale/lease of public property, requires a competitive bidding process, a Planning Department analysis, and an independent appraisal to determine the value of the leasehold interest, as well as two (2) readings of the proposed lease, with the second (and final) reading followed by an advertised public hearing to obtain citizen input; and WHEREAS, the Administration would hereby recommend that the Mayor and City Commission approve the attached Lease Agreement on first reading, refer the Lease to the F&CPC for discussion, and hereby set the public hearing on September 15, 2010, for second reading and final approval of the Agreement; and WHEREAS, Section 82-39 of the City Code further provides for the waiver of the competitive bidding and appraisal requirements, by 5/7t"S vote of the Mayor and City Commission, for leases of City land, upon a finding by the Mayor and City Commission that the public interest would be served by waiving such conditions; the Administration would also hereby recommend that the Mayor and City Commission approve said waiver. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission hereby approve on first reading, a Lease Agreement between the City and David L. Wrubel, CPA, PA, for use of approximately 1,518 square feet of City-owned property, located at 1130 Washington Avenue, 5th Floor, Miami Beach, Florida. for an initial term of three years, with two additional three year renewal terms, at the City's sole discretion, and waiving by 5/7ths vote, the competitive bidding and appraisal requirements, as required by Section 82-39 of the Miami Beach City Code; referring the Lease to the Finance and Citywide Projects Committee for discussion, and further setting a public hearing on September 15, 2010, for the second reading (and final approval) of the Lease Agreement. PASSED and ADOPTED this 14th day of July, 2010. ATTEST: v ~~ Robert Parcher, CITY CLERK Matti Her era ower, MAYOR JMG\HMFWP\rlr F:\RHCD\$ALL\ECON\$ALLWSSET\OLDCITY\David L. Wrubel\Wrubel Lease Agreement.1st Reading.RES.doc (~ APPROVED AS TO FORM 8~ LANGUAGE ~--~ ~ F012 EXECUTION COMMISSION ITEM SUMMARY Condensed Title: Request for approval for a Lease Agreement between the City and David L. Wrubel, CPA, PA, for use of 1,518 SF ofCity- owned property located at 1130 Washington Avenue, 5th Floor, for a term of three years, with two additional three year renewal terms, waiving by 5/7th8 vote the competitive bidding and appraisal requirements as required by Section 82-30, referring the Lease to the Finance Committee for discussion, and setting a public hearing on September 15, 2010, for second readin and final a royal of the Lease. Ke Intended Outcome Su orted: Increase resident satisfaction with the level of services and facilities. Supporting Data (Surveys, Environmental Scan, etc.): Approximately 40% of retail businesses surveyed, rank Miami Beach as one of the best places to do business and 61 % of the same group would recommend Miami Beach as a place to do business. Issue• Should the Ci Commission a rove the lease a reement? Item Summa /Recommendation: FIRST READING On October 21, 2008, the Finance & Citywide Projects Committee (F&CPC) acknowledged that the City-owned Historic City Hall 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 at competitive market rates. The subject space, which is the only remaining vacant space in the Building, was never completely renovated by the City and requires extensive tenant improvements. Subsequently, the City and David L. Wrubel have negotiated a proposed lease for renovation and use of office space at Historic City Hall, 1130 Washington Avenue, with the following terms: • Square Footage: 1,518 per updated 2009 survey; • Term: Three years, with two additional three year renewal terms; • Rent: $23.30 PSF, $35,369.40 annually; o Base Rent: $16,075.62 annually, payable monthly @ $1,339.63, with 3% annual increase; o Additional Rent: $19,293.78 annually, payable monthly @ $1,607.82 to offset City's operating expenses and insurance costs; • Security Deposit: Prior to execution of the Lease, the Tenant will furnish the City a Security Deposit in the sum of $5,894.90 (equal to two months of Rent and Additional Rent costs). A prior appraisal found 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 $23.30 PSF rent for the 6th Floor. A tenant credit is provided in light of the tenant improvements that will be required for this unfinished space. Section 82-39 provides for the waiver of the competitive bidding and appraisal requirements, by 5/7ths vote of the Mayor and City Commission, upon a finding by the Mayor and City Commission that the public interest would be served by waiving such conditions. At the March 10, 2009 meeting of the F&CPC, the Committee determined that it was in the public's best interest to forgo competitive bidding and staff should proceed in leasing available space in the Building according to market rates and industry standards. A Planning Department analysis finds that the use of this space is consistent with the land use designation contained in the Comprehensive Plan. It is recommended that the Mayor and Commission approve the proposed lease for use of the 5th floor of Historic City Hall as per the negotiated terms and refer the item to the Finance and Citywide Projects Committee rior to a second readin ublic hearin . Adviso Board Recommendation: Finance & Citywide Proiects Committee. October 21.2008 and March 10. 2009. Financial Information: Source of Funds: Amount Account n/a 1 n/a Financial Im act Summa Ci Clerk's Office Le islative Trackin Anna Parekh, extension 7193 Sign-Offs• Anna Parekh, pepartment Director Hilda M. e~rna ez, Assistant City M er Jorge M. Gonzalez, City Manager AP HF JMG v T:\AGENDA\2010\July 14\Regular\Wrubel Lease Agreement.lst Reading.SUM.doc ~ MIAMIBEACH u U U AGENDA ITEM 71 DATE 7 ~~~ ID m MIAMIBEACH City of Miami Beath, 1700 Convention Center Drive, Miami Beach, Florida 33139, www.miamibeachfl.gov COMMISSION MEMORANDUM TO: Mayor Matti Herrera Bower and Members of the City Commission FROM: Jorge M. Gonzalez, City Manager DATE: July 14, 2010 FIRST READING SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING ON FIRST READING, A LEASE AGREEMENT BETWEEN THE CITY AND DAVID A. WRUBEL, CPA, PA, FOR USE OF APPROXIMATELY 1,518 SQUARE FEET OF CITY-OWNED PROPERTY, LOCATED AT 1130 WASHINGTON AVENUE, 5T"FLOOR, MIAMI BEACH, FLORIDA; SAID LEASE HAVING AN INITIAL TERM OF THREE YEARS, WITH TWO ADDITIONAL THREE YEAR RENEWAL TERMS, AT THE CITY'S SOLE DISCRETION; WAIVING BY 5/7THS VOTE, THE COMPETITIVE BIDDING AND APPRAISAL REQUIREMENTS, AS REQUIRED BY SECTION 82- 39 OF THE MIAMI BEACH CITY CODE; REFERRING THE LEASE TO THE FINANCE AND CITYWIDE PROJECTS COMMITTEE FOR DISCUSSION; FURTHER SETTING A PUBLIC HEARING ON SEPTEMBER 15, 2010, FOR THE SECOND READING (AND FINAL APPROVAL) OF THE LEASE AGREEMENT ADMINISTRATION RECOMMENDATION Adopt the Resolution. KEY INTENDED OUTCOMES SUPPORTED Increase resident satisfaction with the level of services and facilities. BACKGROUND At the October 21, 2008 meeting of the Finance & Citywide Projects Committee (F&CPC), and subsequently at their meeting of March 10, 2009, and following a comprehensive review of the City's office space use, it was determined that Historic City Hall would not be fully re-occupied by City offices, resulting in leasable space availability for non-City uses. The Committee directed the Administration to advertise and market the available leasable space, a total of approximately 14,194 square feet, including the ground floor, but exclusive of the second floor space utilized by the Clerk of the Courts. At the meeting, the Committee also approved the Administration's recommendation that the process of developing lease agreements based on supply and demand be utilized for the leasing and occupancy of these available spaces, and that any future commercial leases (including renewals and/or extensions) for use of space at Historic City Hall be handled as it is in the private sector and not through a competitive bid process, with the Administration ensuring that market rates are negotiated and operating expenses included. All leases would continue to require City Commission approval per City Code. ANALYSIS Staff- marketed the location using typical real estate marketing tools. However, based on the Commission Memorandum David L. Wrubel, CPA, PA July 14, 2010 Page 2 of 6 fluctuations of the real estate market in this economic environment, the City requested an appraisal, which was performed by Bondarenko & Associates, Inc. to determine the market rent value; with a 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 $h 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 ground floor potential use as retail commercial is not practical due to the restrictions of the historic designation of the building. On May 25, 2010, Koniver Stern Group, the City's contracted real estate broker, presented the City with a Letter of Intent (LOI) on behalf of David L. Wrubel, CPA, PA., a Miami Beach certified public accounting firm, who expressed an interest in the 5th Floor that is currently vacant and available. Koniver Stern recommended that the City consider the proposed lease terms based on the City's ability to secure a viable tenant during this economic time and at a competitive PSF rate. Because the subject space, which is the sole remaining vacant space in the building, was never renovated by the City and requires extensive tenant improvements, the Tenant is also investing a minimum of $35,370 in tenant improvements (in exchange for a rent credit). Property Management has estimated that it would cost the City approximately $37,600 to build out the 5th Floor. Staff recommended that the build-out of the space be handled and permitted by the prospective tenant. The Administration proceeded to negotiate a proposed lease agreement for City Commission approval. A summary of the proposed lease terms are as follows: TENANT: David L. Wrubel, CPA, PA, a Florida corporation. DEMISED PREMISES: 1,518 SF on the 5th Floor of Historic City Hall, located at 1130 Washington Avenue. TERM: Initial term of three (3) years, with two (2) additional three (3) year renewal options, at the City's sole discretion. LEASE COMMENCEMENT DATE: October 1, 2010. RENT COMMENCEMENT DATE: October 1, 2011. RENT: $23.30 PSF; $35,369.40 annually; BASE RENT: $16,075.62 annually, payable in monthly installments of $1,339.63. Base Rent shall be increased annually, commencing on the third anniversary of the Commencement Date of the Lease and on each anniversary Commencement Date thereafter, in increments of three (3%) percent per year. ADDITIONAL RENT: $19,293.78 annually, payable in monthly installments of $1,607.82. Any increase in Operating Expenses and Insurance 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 four (4) parking spaces. Rates for said spaces are subject to change, and are currently $70 per month plus applicable sales tax. Commission Memorandum David L. Wrubel, CPA, PA July 14, 2010 Page 3 of 6 SECURITY DEPOSIT: Prior to the execution of the Lease, Tenant will furnish the City with a Security Deposit in the sum of $5,894.90 (equal to two months Rent and Additional Rent costs). USES: The Demised Premises shall be used by the Tenant as office for providing accounting, consulting and income tax preparation services. The Demised Premises shall be open a minimum of five days a week (Monday-Friday) from 9:OOAM to 5:OOPM. IMPROVEMENTS: Tenant agrees to make certain improvement to the Demised Premises in the minimum amount of $35,370.00 (an amount equal to, and in exchange for, one year's 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 occurrence for bodily injury and property damage. The City of Miami Beach must be named as additional insured parties on this policy, subject to adjustment for inflation. Workers Compensation and Employers Liability coverage in accordance with Florida statutory requirements. All-Risks property and casualty insurance, written at a minimum of 80% of replacement cost value and with replacement cost endorsement, covering all of Tenant's personal property in the Demised Premises (including, without limitation, inventory, trade fixtures, floor coverings, furniture and other property removable by Tenant under the provisions of this Agreement) and all leasehold improvements installed in the Demised Premises by or on behalf of Tenant, subject to adjustment for inflation. 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 event Miami-Dade County assesses the property, Tenant shall pay its 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 Stog. 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 Operating Expenses) including janitorial, Internet and telephone services. Commission Memorandum David L. Wrubel, CPA, PA July 14, 2010 Page 4 of 6 MAINTENANCE AND REPAIR: Tenant shall be responsible for day-to-day maintenance and repairs of the Demised Premises, including, without limitation, all fixtures, appurtenances, equipment and furnishings. CONCLUSION Section 82-39 of the Miami Beach City Code, governing the sale/lease of public property, provides that the lease of any City-owned property, including renewal option periods, requires the following: 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 5) a public hearing to obtain citizen input. Section 82-39 further provides for the waiver of the competitive bidding and appraisal requirements, by 5/7ths 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. The proposed lease terms are within the range of comparable spaces in the area, and reflect the current economic reality. 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 David L. Wrubel, CPA, PA, for use of the 5th Floor with the proposed terms, as delineated herein, be approved on first reading. Additionally, the Administration recommends that the City Commission waive by 5/7ths vote, the competitive bidding and appraisal requirements, as required by Section 82-39 of the Miami Beach City Code, refer the Lease Agreement to the next available F&CPC meeting for discussion prior to second reading, and set a public hearing on September 15, 2010, for the second reading (and final approval) of the Lease Agreement: Should the City Commission approve this Lease, Historic City Hall will be fully occupied with no space remaining available for lease. JMG/HMF/RR T:\AGENDA\2010Uu1y 14\Regular\Wrubel Lease Agreement.1st Reading.MEM.doc Commission Memorandum David L. Wrubel, CPA, PA July 14, 2010 Page 5 of 6 EXHIBIT A m MIAMI E3EACC~ PLANNING DEPARTMENT INTEROFFICE MEMORANDUM To: Anna Parekh, Real Estate, Housing & Comm. Development Director FROM: Richard G. Lorber, Acting Planning Director(~rL=_^'-• DATE: July 14, 2010 V~t~ SUBJECT: Analysis of Proposed Lease Agreement for DAVID L. WRUBEL, CPA, PA 5"' Floor, Old City Hall, 1130 Washington Avenue Pursuant to your request, this memorandum will serve as a planning analysis of the proposed lease agreement between the City and DAVID L. WRUBEL, CPA, PA. (Tenant), for the use of approximately 1,518 square feet of office space on the 5~' floor of the City-owned property known as Historic City Hall, located at 1130 Washington Avenue, said lease agreement for an initial term of three (3) years, with two (2) additional three (3) year renewal terms, at the City's sole discretion. Section 82-38 of the Code of the City of Miami Beach requires that any proposed sale or lease of City-owned land be analyzed from a planning perspective so that the City Commission and the public are fully apprised of all conditions relating to the proposed sale or lease. The following is an analysis of the criteria delineated in the Code: 1. Whether or not the proposed use is in keeping with city goals and objectives and conforms to the city comprehensive plan. Consistent -The property is located within the PF Public Facilities future land use category, and surrounded by the CD-2 medium intensity commercial future land use category. The proposed use is for office space for providing accounting and income tax services. The lease agreement between the City and the proposed tenant is consistent with the future land use category description contained in the Comprehensive Plan. 2. The impact on adjacent property, including the potential positive or negative impacts such as diminution of open space, increased traffic, noise level or enhanced property values, improved development patterns and provision of necessary services. Based on the proposed use of the property, the city shall determine the potential impact of the project on city utilities and other infrastructure needs and the magnitude of costs associated with needed infrastructure improvements. 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. Consistent -The property subject to the lease is in the existing Historic City Hall, and previously was used as office space as well. There would be no diminution of open space as no new construction is being proposed. No additional utility or infrastructure is expected to be necessary. 3. A determination as to whether or not the proposed use is in keeping with a Commission Memorandum David L. Wrubel, CPA, PA July 14, 2010 Page 6 of 6 Proposed Lease -David L. Wrubel, CPA, PA ~h Floor, Old City Hall, 1130 Washington Avenue Jcrly i4, 2010 Page 2 public purpose and community needs, such as expanding the city's revenue base, creating jobs, creating a significant revenue stream, and improving the community's overall quality of life. Consistent -The proposal will accrue approximately $16,075.62 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. 4. Determination as to whether or not the development is in keeping with the surrounding neighborhood, will block views or create environmental intrusions, and evaluation of the design and aesthetic considerations of the project. Consistent -The surrounding neighborhood consists of the Washington Avenue commercial corridor and the City of Miami Beach Police Headquarters. This office on the 5'h floor of Historic City Hall will not be out of character with the surrounding uses. View and environmental considerations are not applicable. 5. The impact on adjacent properties, whether or not there is adequate parking, street and infrastructure needs. Consistent -The previous use on this property was office space, therefore, there should be no negative impact on adjacent properties. As this use is existing, and is adjacent to a parking garage, there are no issues with respect to required parking. No further infrastructure needs are anticipated. 6. A determination as to whether or not alternatives are available for the proposed disposition, including assembly of adjacent properties, and whether the project could be accomplished under a private ownership assembly. Not applicable -This is a City-owned property, of which this proposed use is a small portion of the available space. No assembly of land is necessary, nor would such be under private ownership. 7. Within the constraints of public objectives, the department should examine financial issues such as job generation, providing housing opportunities, and the return to the city for its disposition of property. The proposed lease agreement will help to defray the cost of maintenance of the building. No housing opportunities will be created. 8. Such other issues as the Planning Department may deem appropriate in analysis of the proposed disposition. Not applicable -The Planning Department has no other issues it deems appropriate to analyze for this proposal. RGUrgI F:\PLAN\$ALL\GEN_CORR\INTEROFF\DAVID L. WRUBEL, CPA, PA planning analysis.docx LEASE AGREEMENT THIS LEASE AGREEMENT, made this 15th day of September, 2010, by and between the CITY OF MIAMI BEACH, a Florida municipal corporation, (hereinafter referred to as "City" or "Landlord"), and DAVID L. WRUBEL, CPA, PA, a Florida corporation, (hereinafter referred to as "Tenant"). ,~ .1. Demised Premises. The City, in consideration of the rentals hereii covenants, conditions and agreements to be hereby leases, lets and demises to the Tena from the City, those certain premises ei Premises" and more fully described as otgr~ir. ``c~° a ed to be paid and of the n rmed by the Tenant, Tenan " e by leases and hires r referre o s the "Demised Approximately 1,518 square of ned proper(the "Building" a.k.a. "Historic City Ha ~ , t at 1130 Washington Avenue, 5th Floor, i Beach, ori' a, 33139, and as more specifically delineate i " it 1 ", atta hereto and incorporated herein. ;~ a 2. Term. 2.1 Tena s -`° II be a ti ed to h ~~ and to hold the Demised Premises for an initi t m of thre Oyears, mencing on the 1St day of October, 2010 (the o menc `' ate"), n ending on the 30th day of September, 2013. r o f e Agreement, and including, without .ion, u ' ction 2.2 Y~ a "contract year" shall be defined as that ce 'n rio mencing on the 1 St day of October, and ending on the 30th ,~ day o e ., em r. . 2.2 Provided n nt is i ood standing and free from default(s) under Section 8 hereof, n upon written notice from Tenant, which notice shall be miffed t t e City Manager no earlier than one hundred twenty (120) bu 'n y case no later than sixty (60) days prior to the expiration of the ' it f m, this Lease may be extended for two (2) additional three (3) year r wal terms. Any extension, if approved, shall be memorialized in writing and signed by the parties hereto (with the City hereby designating the City Manager as the individual authorized to execute such extensions on its behalf). In the event that the City Manager determines, in his sole discretion, not to extend or renew this Lease 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. 3. Rent. Tenant's payment of Rent, as defined in this Section 3, shall commence on October 1, 2011 (the "Rent Commencement Date") and, thereafter, on each first day of subsequent months. 3.1 Base Rent: 3.1.1 Throughout the Term herein, the Base Rent for the Demised Premises shall be Sixteen Thousand Seven Five Dollars and 62/100 ($16,075.62) per year, payable in m hl installments of One Thousand Three Hundred Thirty Nine If' and 63/100 ($1,339.63). 3.1.2 The Base Rent amount pursu o 's ection 3.1 shall be increased annually, commen ' n the t ' § nniversary of the Commencement Date of Lease an ch anniversary Commencement Date th e ° er, in increments o r (3%) percent per year. n 3.2 Additional Rent: ~/ In addition to the Ba ent, as set rt_ m Section 3.1, Tenant shall also pay the following Ad ~'ti ~~~ °~a nt as pr below: 3.2.1 O eratin Ex en Thr t the r ' th Op rating Expenses for the D ~~ , mises s' I e Si Thousand Eight Hundred teen of rs an 4/100 ($16,819.44) per year, payable in ~# onthly ins `11 ents of Thousand Four Hundred One Dollars and 6 100 , ' 2) pe onth, for its proportionate share of ` ~e~:, : are defined as follows: er ~n Expenses" shall mean the following costs and expenses red Aerating, repairing, and maintaining the Common Fa 'l ' s (a einafter defined) and shall include, without limitation, elec ''c servic ,water service. to the Building, sewer service to the Builds g trash removal from the Building, costs incurred for gardening and ~ `°` scaping, repairing and maintaining elevator(s), painting, 'a o ' I services (except for areas within the Demised Premises), g, cleaning, striping, policing, removing garbage and other use and trash, removing ice and snow, repairing and maintaining sprinkler systems, water pipes, air-conditioning systems, temperature control systems, and security systems, fire alarm repair and maintenance and other equipment in the common areas and the exterior and structural portions of the Building, paving and repairing, patching and maintaining the parking areas and walkways, and cleaning adjacent areas, management fees and the City's employment expenses to employees furnishing and rendering any services to the common areas, together with an additional administration charge equal to fifteen percent (15%) of all other expenses included in the annual common area expenses, provided by 2 the City for the common or joint use and/or benefit of the occupants of the Building, their employees, agents, servants, customers and other invitees. "Common Facilities" shall mean all Building areas, spaces, equipment, as well as certain services, available for use by or for the benefit of Tenant and/or its employees, agents, servants, volunteers, customers, guests and/or invitees. 3.2.2 Property Taxes: The Property Tax Payment shall be pa bl y Tenant, in accordance with Section 11 herein. The Prope T yment for Property Tax Year 2009 is estimated at Zero ii ($ Q .Notwithstanding the preceding sentence, the City " , es no war n or representation, whether express or implie h the Historic all building, the Land, and/or the Demise r ises will not be su 'e to ad valorem (or other) taxes in sub ~q~=:" nt years. 3.2.3 Insurance: The Additional t shall also cl' a Tenant's pro-rata share toward estimated insu is incurr t; 'nsure the whole of the Building, payable in mo ~ h ~ to ents o Hundred Six Dollars and 20/100 ($206.20 his ur e c ge is in addition to the insu required "'` su t 1 ,which shall be obtained at T~~'s-sole exnen n resnon ' ' itv_ 3.3 Sal s Conc r provide tax , n im e charge i there ovE impose s 3.4 orcerr #h ment f the Base Rent and Additional Rent as sha pay any and all sums for all applicable without h n, sales and use taxes and Property Taxes, r assessed against the Demised Premises, or any other tt quired by any governmental authority having jurisdiction o h the taxing statute or ordinance may purport to aga'M st the City. t re s to pay the Base Rent, Additional Rent, and any other am n ' may be due and payable by Tenant under this Agreement, at the 4. Location for Payments. All rents or other payments due hereunder shall be paid to the City at the following address: time a m 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 the City may pursue any other remedies enforced by law. 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. 5. Parking. Tenant may request, from the City's Parking Department a use of no more than four (4) parking spaces, if available, at Municipal Parki G age G-2 located at the intersection of 12th Street and Drexel Avenue. Rate ory` aid spaces are subject to change, and are currently Seventy Dollars ($70.00 a th, plus applicable sales and use tax per space. 6. Security Deposit. Upon execution of this Agreement T a shall furnish the ith a Security Deposit, in the amount of Five Thou n Eight Hu .red Ninety ,.u ollars and 90/100 ($5,894.90). Said Security sits II erve to sec Tenant's performance in accordance with the pro 's '-`this Agreement. In the event Tenant fails to perform in ac ance with s ovisions, the City may retain said Security Deposit, as well a rrs, any an I ther legal remedies provided herein, or as may be provide pk~X a~Rr le law. The parties agree knowle th h e condition is intended to be a condition subs u City's r=' al of th greement. Accordingly, in the event that T a does o satisfy h aforestated, then the City Manager or his designee a immedia withou ,, oher demand or notice, terminate this Agreement ut bei p iced a t any remedies which may be available to him for breach f ra - . ~~ 7. n sio o emised Premises. 7.1 The Dem' ; Pre ia:a s shall be used by the Tenant as office space for providing a nting,'consulting and income tax preparation services. Said remises sh _II a open for operation a minimum of five (5) days a week, with imum h u 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 prior written approval of the City Manager. Nothing herein contained shall be construed to authorize hours contrary to the laws governing such operations. 7.2 It is understood and agreed that the Demised Premises shall be used by the Tenant during the Term of this Agreement only for the above purpose(s)/use(s), and for no other purpose(s) and/or use(s) whatsoever. Tenant will not make or permit any use of the Demised Premises that, directly or 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 i e' ~ - sent "AS IS" condition and may construct or cause to be con ru ' ed, u interior and exterior improvements and maintenance tot mised es, as reasonably necessary for it to carry on its pe d use(s), ass h in Section 7; provided, however, that any p n or such improvem shall be first submitted to the City Manager or is prior wr n consent, consent, if granted at all, shall be at the C nag ~s le and absol `discretion. Additionally, any and all approved p ,, : e nts shall be made at Tenant's sole expense and re sibility. All p Went (fixed) improvements to the Demised Premises s e ; in the pr of the City upon termination and/or expiration of thi m . Upon a ination and/or expiration of this Agreement, all pets prop non a anent trade fixtures may be remove a Tena m e i emises, provided that they can be ~ e oved u amage a Demised Premises. Tenant will p __ no li s to att h to the Demised Premises arising from, co ed with, r related ~ the design and construction of any impr a ents. r such struction shall be accomplished through the use f ' s to ractors who are acceptable to the City. A0 nd !1 rmits an ~ icenses required for the installation of im ~en s II be the sole cost and responsibility of Tenant. 8.2 Nofinrithst 'ng ction 8.1, upon termination and/or expiration of this Agreement, `a d at C 's sole option and discretion, any or all alterations or dditions m d by Tenant to or in the Demised Premises shall, upon written and b City Manager, be promptly removed by Tenant, at its e e se r~ esponsibility, and Tenant further hereby agrees, in such event, to r t re a Demised Premises to their original condition prior to the Comm cement 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 Demised Premises (valued by the parties at approximately Thirty Five Thousand Three Hundred Seventy Dollars and 00/100 ($35,370.00), as delineated in "Exhibit 8.4", attached hereto and incorporated herein (the Tenant Improvements). The Tenant Improvements shall be made in accordance with the following timeline: • Tenant shall obtain a building permit no later than ninety (90) days from the Commencement Date of this Agreement; • Tenant shall commence making the T . a Improvements no later than forty five (45) days from the d ~ ` building permit is issued (the "Building Permit Date"); an • Tenant Improvements sha ~ ompleted, "n Tenant shall obtain final approval by the Ci s wilding Depart for said Tenant Improvements, no la r~"" an ninety (90) days ~o the Building Permit Date. n Failure to comply with this timeline lete the Tenant Improvements within the time per' ecified s it constitute an event of default hereunder. Cam. 9. City's Right of Entry. 9.1 The Ci `~' ' , d/or h ~iit rized resentatives, shall have the right to en r on the ~ ised P ises at all reasonable times for the purpose of i P cting sam ; `~ eventin ste; making such repairs as the City may consi r ece for h purpose of preventing fire, theft or vandalis P s enever reasonably possible, it shall use g : gas abl ff s to provi tice (whether written or verbal), unless the nee ~ me h Demised Premises is an emergency, as deemed by the City M ~ r, i h sole discretion, which if not immediately addressed could cau rope mage, loss of life or limb, or other injury to persons. Nothing he ` i shall i ply any duty on the part of the City to do any work that der any ra isions of this Agreement the Tenant may be required to orm, a d e performance thereof by the City shall not constitute a w 'v o h enant's default. 9.2 If the Want 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 his authorized representatives, may enter the Demised Premises by master key, or may forcibly enter the Demised Premises without rendering the City or such agents liable therefore. 9.3 Tenant shall furnish the City with duplicate keys to all locks including exterior and interior doors prior to (but no later than by) the Commencement Date of this Agreement. Tenant shall not change the locks to the Demised Premises 6 without the prior written consent of the City Manager, and in the event such consent is given, Tenant shall furnish the City with duplicate keys to said locks in advance of their installation. 10. Tenant's Insurance. 10.1 Tenant shall, at its sole expense and responsibility, comply with all insurance requirements of the City. It is agreed by the parties that Tenant shall not occupy the Demised Premises until proof of a following insurance coverages have been reviewed and approved t City's Risk Manager: 10.1.1 Comprehensive General Liability, ' t ''~ ; inimum amount of One Million ($1,000,000) Dollars (sub' c o a ' ent for inflation) per occurrence for bodily injury a o erty da .The City of Miami Beach must be named as a itional insure his policy. 10.1.2 Workers Compensati rt nd Emp ers Liabili verage in accordance with Florida ory r ui " ments. 10.1.3 All-Risk prope _ nd casual in. rance, written at a minimum of eighty (80%) p r replacem ~ ost value and with replacement cost endorsem , c n all lea h d improvements installed in the Demised Pr ' es o be of Tenant and including with ' - itation t.: f T on I property in the Demised P luding, w o limita ~ ,inventory, trade fixtures, floor rings, iture, other property removable by Tenant under _ e provisio s f this A r ment). 10.2 Proof o e v m rovided by submitting original certificates o ~ .ran to a City's i Hager and Asset Manager respectively. All po ~'' s us t~~: ide thirty (30) days written notice of cancellation to both the City's an and Asset Manager (to be submitted to the addresses set forth 'T ~ ectio hereof). All insurance policies shall be issued by companies u horize to do business under the laws of the State of Florida nd must ha e a rating of B+:VI or better per A.M. Best's Key Rating Guide, a st editio , nd certificates are subject to the approval of the City's Risk 11. Property Taxand 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 any such taxes or assessments. 11.2 The term "Property Tax Year" shall mean the period of twelve (12) calendar months, beginning on January 1St of each year. 7 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 immedia upon receipt of notice from the City. A copy of the tax bill(s) or other ev' a "e of such taxes issued by the taxing authorities, together with the Ci c putation of the Property Tax Payment, will be made available to Te nt n received from the taxing authorities, if requested by Tenant. Ten nt a any difference in the amount between the estimated prope a es and tual property taxes to the City immediately, upon re ' # request fors ' yment from the City. 11.4 Tax Stop. Notwithstanding the preceding Se 'o ti3 a City shall be responsible for payment of the Prope ax Paymen p `o an amount not to exceed Three Dollars ($3.00) per q r of (Tax t Amount) with Tenant to be responsible for anythi 'n a of tha unt. Tenant shall promptly reimburse the City for it rtion th rope ax Payment (if any) upon receipt of t~e-fit~'s invoi r s Q^.,, 12. 13. Tenant sh I t have the ri ht to ass or sublet the Demised Premises, in whole or in part, t the p or en co e t of the City Manager, which consent, if granted at all a ity er's sole and absolute discretion. Such wr' en co nt i o matter o and the City is not obligated to give such nt. ed vided herein, the making of any assignment or sublease ` not releas an any of its obligations under this Agreement. 13.1 T ant sha b solely responsible for the operation, maintenance and repair o 'sed Premises. Tenant shall, at its sole expense and res nib`` maintain the Demised Premises, and all fixtures and appu antes therein, and shall make all repairs thereto, as and when needed, to preserve them in good working order and condition. Tenant shall be responsible for all interior walls and the interior and exterior of alt 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 quality. The City shall be responsible for the maintenance of the roof, the exterior of the Building, all heating/ventilation/air conditioning (HVAC) equipment servicing the Demised Premises, the structural electrical and plumbing (other than plumbing surrounding any sink(s) and/or toilet(s), including such sink(s) 8 and toilet(s) fixture(s), within the Demised Premises), the common areas and the chilled water supply system. The City shall maintain and/or repair those items that it is responsible for, so as to keep same in proper working condition. 13.2 All damage or injury of any kind to the Demised Premises, and including without limitation its fixtures, glass, appurtenances, and equipment (if any), or to the building fixtures, glass, appurtenances, and .equipment, if any, except damage caused by the gross negligence a or willful misconduct of the City, shall be the sole obligation of Ten t, nd shall be repaired, restored or replaced promptly by Tenant, a tts ole expense and to the satisfaction of the City. 13.3 All of the aforesaid repairs, restoratio replace"~~~e s shall be in quality and class equal to or better than t o 'ginal work or i _ lations and shall be done in good and workmanli nner. 13.4 If Tenant fails to make such re ai,~ or r o tions or repla ments, the same may be made by the City, a nse of Tenant, and all sums spent and expenses i red by the all be collectable by the City and shall be paid by Te 'n three - ys after submittal of a bill or statement therefore. 13.5 It shall bee's sole leg . o d ofisibility to insure that any renovate s r and/o ' _ ro ements ~ de by Tenant to the Demised Prem' es omply all ap li : ble building codes and life safety codes of gov rrti ental aut ' ies have g 'urisdiction. 13.6 Tenant a si ' ' ' for ' ' ' of included within O eratin Ex enses . Te t is o!e response 5 r, and shall promptly pay when due, all . ~ c e nd ' ct fees for any and all utilities for the Demised Premises NOT in u d a a Operating Expense (pursuant to Subsection 3.2.1). In addition - her ri is and remedies hereinafter reserved to the City, upon e failure o rt Want to pay for such utility services (as contemplated in this section 3£ )when due, the City may elect, at its sole discretion, to pay s w re y Tenant agrees to promptly reimburse the City upon demand. In no nt, however, shall the City be liable, whether to Tenant or to third parties, for an interruption or failure in the supply of any utilities or services to the Demised Premises. 13.7 TENANT HEREBY ACKNOWLEDGES AND AGREES THAT THE DEMISED PREMISES ARE BEING LEASED IN THEIR PRESENT "AS IS" CONDITION. 14. Governmental Regulations. Tenant covenants and agrees to fulfill and comply with all statutes, ordinances, 9 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 hold harmless the City from all liability arising from each non- compliance. ,~ 15. Liens. Tenant will not permit any mechanics, against the Demised Premises or improv or claimed to have been furnished to Te in connection with work of any characte on said Premises, or improvements Tenant; provided however, Tenant a amount of any such lien or claimed lie give the City reasonable security as n payment thereof and preve , ale, fore improvements by reasons o r -pa and one half (1'h) times the a o n s shall be posted by Tenant wit 'n en Tenant may "bo 'the lien~a cor immediately p ~ ent ren e> d have such li r eased r dgme t 16. Intentional) 'tted. 17. Co~tdemiiation. \ / '`~~.~.. laborers nan ' Lnts, con'lr~ r rf` med or claim o at the direction I have the ,Fight to ~ Iman's liens to stand or materials to Tenant rs, orsub-tenants, have performed or a ranee of the ;onte t validity or ~h~e ev~nt such contest, enant shall he'd anded by the City to insure re or forfeiture of the Premises or en . h security need not exceed one lien o u claim of lien. Such security of notice from the City, or s to procedures. Tenant will i all p er costs and charges and shall :d at Tenant's own expense. 17. ~ If at an i du " he Term of this Agreement (including any renewal term hereunde ` I or art or portion of the Demised Premises is taken, appropriate r con emned by reason of Eminent Domain proceedings, en this Age ment shall be terminated as of the date of such taking, and II there a be completely null and void, and neither of the parties hereto s ! th a er have any rights against the other by reason of this Agr a or anything contained therein, except that any rent prepaid beyon a date of such taking shall be prorated to such date, and Tenant shall pay any and all rents, additional rents, utility charges, and/or other costs for which it is liable under the terms of this Agreement, up to the date of such taking. 17.2 Except as 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 10 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: p y ,p dton or covenant contained herei o fi' n the payment of rent and shall not cure such a within thi ( )days after the receipt of written notice from th 's cifying an s h default; or such longer period of time accepta toy, at its o discretion; and payable by Tenant under this ent, or any installment thereof, is not paid promptly when d ~' a due, and Tenant shall not have cured such failure within av 5) after receipt of written notice from the City specifyin default; 18.1.1 The Base Rent, Additional Rent, or any o er ounts as may be due 18.1.2 The Demised Premises ~1 a deserted, aban a or vacated; 18.1.3 Tenant shall fail to com I an at ~ ial term rovis con i i 18.1.4 Rec ' notice o v lat' `~$ a: o~/ernmental authority having j s ' aling :, ! ,code, ulation, ordinance or the like, h rem in uncu d for a period of thirty (30) days from its suance, o = s ch long r eriod of time as may be acceptable and a roved ' by th ity Manager, at his sole discretion; / ~~ ~ An et. ` n is filed ~6''~e~rgainst Tenant under any section or chapter ~ the ruptcy Act, as amended, which remains pending for more `~ 4 a si )days, or any other proceedings now or hereafter au o 'zed a laws of the United States or of any state for the purp s of dis arging or extending the time for payment of debts; 18.1.x,, \ Ten~fat~hall become insolvent; 18.1.7 `T`ent shall 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 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 11 other remedy permitted. by law or by this Agreement; 19.1.1 Terminate this Agreement, in which event Tenant shall immediately surrender the Demised Premises to the City, but if Tenant shall fail to do so the City may, without further notice, and without prejudice to any other remedy the City may have for possession or arrearages in rent or damages for breach of contract, enter upon the Demised Premises and expel or remove Tenant and its effects in accordance with law, without being liable for prosecution any claim for damages therefore, and Tenant agrees to indemni a °` hold harmless the City for all loss and damage which the City a; uffer by reasons of such Agreement termination, whether thr _g .~y ility to re-let the Demised Premises, or otherwise. 19.1.2 Declare the entire amount f e Base Rent rt Additional Rent which would become du a: payable during th r ainder of the term of this Agreement o due and yable imme 'a ly, in which event Tenant agrees top ~ e sa once, togethe ith all rents therefore due, at the addre a ity, as provided in the Notices section of this Bement; p v~d' d, however, that such payment shall not cons ' enalty, foe re, or liquidated damage, but shall merely c it ent i a vance of the rents for the remainder. of sa < erm d' ch p nt shall be considered, conaed~and toe t rovable in bankruptcy or ~, 19.1.3 nter the a ised Pr 'ses as the agent of Tenant, by force if n; essa ,. ut bei - iable to prosecution or any claim for m f e, enant's property there from; and re-let the ' ed Premis~portions thereof, for such terms and upon ch c 'ions which the City deems, in its sole discretion, desirable, o re ~i the rents therefore, and Tenant shall pay the City any de i cy ay arise by reason of such re-letting, on demand at any ' and om time to time at the office of the City; and for the purp of re-letting, the City may (i) make any repairs, changes, alter #~ s or additions in or to said Demised Premises that may be n ' ary or convenient; (ii) pay all costs and expenses therefore t~ rents resulting from re-letting; and (iii) Tenant shall pay the City y 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 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 prevailing in 12 Florida from the date when the same was payable by the terms hereof, until the same shall be paid by Tenant. Any failure on the City's behalf to enforce this Section shall not constitute a waiver of this provision with respect to future accruals of past due rent. In addition, there will be a late charge of Fifty ($50.00) Dollars for any payments submitted after the due date. 19.1.6 If Tenant shall default in making an person or for any purpose as may be may pay such expense but the City sh Tenant, upon the City's paying such forthwith reimburse the City for the o payable by Tenant to the City her u use of the Demised Premises c Ile as rent, and shall be due fr enant y payment of monies to any req ' ed hereunder, the City a ~ e obligated to do so. p se, shall be obligated to t ereof. All sums of money er s e deemed as rent for ctable y e City from Tenant to the the first day of the month following the y nt of the expense .: City. 19.1.7 The rights of the City un r is A e ent shall be c~iulative but not restrictive to those give d failure on the part of the City to exercise pr I any right ~v n hereunder shall not operate to waive or to fo fan f the sai ': _~ s. 19.2 Default by City: The failure a City t rFo o .~: a ovenants, conditions and agreem is is greem n h are t performed by the City and the Conti a ' e of su ilure f eriod of thirty (30) days after notice thereof in from Te n to the which notice shall specify the respects in whic ~' ant c e .that th 'ty failed to perform any such covenant, conditio a nt~ constitute a default by the City, unless su efa is a which c nta a cured within thirty (30) days because of cir nce `b and the City's control, and the City within such thirty (30) day pe ' hal a__ commenced and thereafter shall continue diligently to prosecut~a actin cessary to cure such defaults. owever, in h: event the City fails to perform within the initial thirty (30) day 'od prov' above, and such failure to perform prevents Tenant from o r in s usiness in a customary manner and causes an undue hardship for n n hen such failure to perform (regardless of circumstances beyond its con ` ) as indicated above, shall constitute a default by the City. 19.3 Tenant's Rights on Default: If an event of the City's default shall occur, Tenant, to the fullest extent permitted by law, 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 and agrees that any recovery by Tenant shall be limited to the amount set forth in Section 32 of this Agreement. 13 20. Indemnity Against Costs and Charges. 20.1 Tenant shall be liable to the City for all costs and charges, expenses, reasonable attorney's fees, and damages which may be incurred or sustained by the City, by reason of Tenant's breach of any of the provisions of this Agreement. Any sums due the City under the provisions of this item shall constitute a lien 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 w~~constitute a lien on said premises and property. 20.2 If Tenant shall at any time be in default her rt ' +` r, nd if the City shall deem it necessary to engage an attorney to en ~ th r 's rights and Tenant's obligations hereunder, Tenant will r ' rse the ~ or the reasonable expenses incurred thereby, inclu g; ut not limite to, court costs and reasonable attorney's fees, wh suit be brought or ' o and if suit be brought, then Tenant shall b is a for exp es incurre th the trial and appellate levels. 21. Indemnification Against Claims, 21.1 Tenant shall indemnify a City h ss from and against any and all claims or causes of ~ 'on ( t rou ~ s or otherwise) by or on behalf of son, fir r rp 'o , or ersonal injury or property damage on th ed Pre ' es or upon any other land or other a ' ty or p urtena used in connection with the Demised Pre is s, occasio in who in part by any of the following: 21.1.1 t~ r n o , art of Tenant, or any employee, agent, ~~~con ct ,invitee, ,assignee, sub-tenant or subcontractor of 1.2 An 'sus , n lect, or unlawful use of the Demised Premises by Ten t, or an mployee, agent, contractor, invitee, guest, assignee, sub-t n nt or subcontractor of Tenant; 21.1.3 ~~~-~each, violation, or non-performance of any undertaking of e nt under this Agreement; 21.1.4 Anything growing out of the use 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 all damages to the Demised Premises and/or other facilities used in connection therewith, caused by Tenant or any employee, agent, contractor, guest, or invitee of Tenant. 22. Signs and Advertising. Without the prior written consent of the City Manager, which consent, if given at all, 14 shall be at the City Manager's sole and absolute discretion, Tenant shall not permit the painting and display of any signs, plaques, lettering or advertising material of any kind on or near the Demised Premises. All additional signage shall comply with signage standards established by the City and comply with all applicable building codes, and any other municipal, County, State and Federal laws. 23. Effect of Conveyance. The term "City" and/or "Landlord" as used in the Agreement means only the owner for the time being of the land and building containing the D ised Premises, so that in the event of any sale of said land and building, or in vent of a lease of said building, the City shall be and hereby is entirely free a relieved of all covenants and obligations of the City hereunder, and it shall d and construed without further agreement between the parties, or betty n e p rt -sand the purchaser at such sale, or the lease of this building, that urchaser Want has assumed and agreed to carry out all covenants an ob ' ations of the ereunder. 24. Damage to the Demised Premises. 24.1 If the Demised Premises shall be ~' the elements or other casualty not due to Tenant's igence, or fi e, but are not thereby rendered untenantable, as det a the Ci ager, in his sole discretion, in whole or in part, ands 's cove the City's insurance, if any, (hereinafter referred to s "suc ence a City, shall, as soon as possible a _ h occurr n e, i e=t ra ce proceeds to cause such damage ' ed an t nt (Bas nt and Additional Rent) shall not b b ed. If b ason o ~ ch occurrence, the Demised Premises shall be n red unte ~ able, as d ermined by the City Manager, in his sole discr ~o -, only i ~ e City I as soon as possible utilize the insurance procee # s ma repaired, and the Rent meanwhile shall ~be ate ' ortionately ` o the portion of the Demised Premises ren r unt table; provided however, that the City shall promptly obtain a goo es of the time required to render the Demised Premises tenantab a d if c time exceeds sixty (60) days, either party shall have the option nceli this Agreement. 24.2 "f a Demi remises shall be rendered wholly untenantable by reason of s h cc ce, the City shall have the option, but not the obligation, in its sole $ cr on, to utilize the insurance proceeds to cause such damage to be repair and the Rent meanwhile shall be abated. However, the City shall have the right, to be exercised by notice in writing delivered to Tenant within sixty (60) days from and after said occurrence, to elect not to reconstruct the destroyed Demised Premises, and in such event, this Agreement and the tenancy hereby created shall cease as of the date of said occurrence, the Rent to be adjusted as of such date. If the Demised Premises shall be rendered wholly untenantable, 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 accordingly. 15 24.3 Notwithstanding any clause contained in this Section 24, if the damage is not covered by the City's insurance, then the City shall have no obligation to repair the damage, but the City 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 Pr ises and shall not be evicted or disturbed in possession of the Demised P , m' es so long as Tenant complies with the terms of this Agreement. 26. Waiver. 26.1 It is mutually covenanted and agre b.' and between rties hereto that the failure of the City to insist o the strict perform of any of the conditions, covenants, terms P: visions of is Agreeme to exercise any option herein conferred, wil o e co id ed or construe ' as a waiver or relinquishment for the future o tt c ~ conditions, covenants, terms, provisions or options a same sh ( time and remain in full force and effect. 26.2 A waiver of any term exp a sed a all n implied by any neglect of the City to a forfei r on t o e iolation of such term if such violation y ~°~ iri d or r fat °~ subse ntly and any express waiver shall t ect an # m othe t n the one specified in such waiver and that on ort for the ti a nd in th anner specifically stated. 26.3 The rem p'l~ofia `~ p enant to the City after breach of any co 'ion, v'e ant, term or~p~o. ision herein contained shall not be deemed a {~"~`v of s reach, but shall be taken, considered and construed as payme us a occupation, and not as Rent, unless such breach be expressl ' 'ved i 'ting by the City. 27. The a d sses for _ ~#~ otices required under this Agreement shall be as follows, or at such a re s as either party shall be in writing, notify the other: LAND D: 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 16 TENANT: David L. Wrubel, CPA, P.A. 1130 Washington Avenue, 5th Floor Miami Beach, Florida 33139 With copy to: David L. Wrubel 1063 West 47th Street Miami Beach, Florida 33140 All notices shall be hand delivered and a receipt requeste or by certified mail with Return receipt requested, and shall be effective upon~~~t. 28. Entire and Binding Agreement. This Agreement contains all of the agreement a ee parties hereto, and it may not be modified in any manner other th greeme '" ~ riting signed by all the parties hereto or their successors ' i Brest. The to covenants and conditions contained herein shall inure t benefit of and be bi upon the City and Tenant and their respective s ssors an ssigns, exc s may be otherwise expressly provided in this A ent. 29. Provisions Severable. If any term or provision of thi ent or the p ication thereof to any person or circumstance shall, to any ext n or un f ceable, the remainder of this Agreement, or the application o s ch to o ovisi persons or circumstances other than those a ich it is a in i ' n or "eable, shall not be affected thereby and e h d pro `si this ement shall be valid and be enforced to e ~ " lest e e "~ permi ` ~ by law. 30. .Captions. The captions c t ' re onvenience and reference only and shall n e de ed a art f this Agre or construed as in any manner limiting or m in a rm provisions of this Agreement to which they relate. 31. tuber and Ge d h ever used h r 'n, thee` ingular number shall include the plural and the plural sh i lude the si g , lar, and the use of one gender shall include all genders. 32. Limitati a Li ili The City d it s enter into this Agreement only if in so doing the City can place a limit on the s liability for any cause of action for money damages due to an alleged breach by the City of this Agreement, so that its liability for any such breach never exceeds the sum 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 any way intended to be a waiver of the limitation 17 placed upon the City's liability as set forth in Florida Statutes, Section 768.28. 33. Surrender of the Demised Premises. Tenant shall, on or before the last day of the Term herein demised, or the sooner termination thereof, peaceably and 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 or on the Demised Premises and used by Tenant in the maintenance, management or operation of the Demised Premises, excluding any tr a fixtures or personal property, if any, which can be removed without mat is njury to the Demised Premises, free of all liens, claims and encumbrance n fights of others or broom- clean, together with all structural changes, alterati s 'tions, and improvements which may have been made upon the Demised °°" is _ good order, condition and repair, reasonable wear and tear ted, su ' however, to the subsequent provisions of this Section. An ro erty which pur to the provisions of this Section is removable by Tena on rat the Demised ~ses upon the termination of this Agreement and is of o remove ay, at the o io of the City, be deemed abandoned by Tenant, an e' er y retained by `' City as its property or may be removed and dispose Q h ole cost of the Tenant in such manner as the City may see ;~ , f the Demis d emises and personal property, if any, be not surrendered at t e the Term s rovided in this Section, Tenant shall make good the City all d h the all suffer by reason thereof, and shall indemnify and hold ~a les ~ a in t all claims made by any succeeding tenan chaser, oar s d is occasioned by the failure of Tenant to surr d mised , ' es as a '° hen herein required. 34. Time is of : e ssence. Time is oft ~ sence ' artic I and particularly where the obligation to pay money is i o /~ 35. Xlen~\ is Agreem t all erred to have been made and shall be construed and erpreted in ac ance the laws of the State of Florida. This Agreement shall forceable in mi-Da a County, Florida, and if legal action is necessary by eit r~ rty with re p ct to the enforcement of any and all the terms or conditions herei elusive a ue for the enforcement of same shall lie in Miami-Dade County, to.'da ,. CITY AND T~4i NT HEREBY KNOWINGLY AND INTENTIONALLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING THAT THE CITY AND TENANT MAY HEREIN AFTER INSTITUTE AGAINST EACH OTHER WITH RESPECT TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT. 36. Radon is a naturally occurring radioactive gas that, when it is accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of Radon that exceed Federal and State guidelines 18 have been found in buildings in Florida. Additional information regarding Radon and Radon testing may be obtained from your County Public Health Unit. 37 ~, ~ 1 ~.,'~. , REMAIN~E OF PAGE INTENTIONALLY LEFT BLANK ,.` ~;y,~ No Dangerous Materials. Tenant agrees not to use or permit in the Demised Premises the storage and/or use of gasoline, fuel oils, diesel, illuminating oils, oil lamps, combustible powered electricity producing generators, turpentine, benzene, naphtha, propane, natural gas, or other similar substances, combustible materials, or explosives of any kind, or any substance or thing prohibited in the standard policies of fire insurance companies in the State of Florida. Any such substances of materials found within the Demised Premises shall be immediately remov ~` Tenant shall indemnify and hold the City harmless from jt~ss, damage, cost, or expense of the City, including, without li tion, reas agile attorney's fees, incurred as a result of, arising from, or co ~~ ed with the pl ent by Tenant of any "hazardous substance" or "petrol m~roducts" on, in or o the Demised Premises as those terms are define `~by~applicabl~wederal and a ,~ Statute, or any environmental rules and environ I regu~'atr~ris promulgate ereunder. The provisions of this Section 37 shall su~# urination or earlier expiration of this Agreement. h '~., ~ ~''~- i ~~ \ ~ \ 1 ~ \ ~._ i~ ~ /~ \ ~ •~ ` ,\ ,~ ,R ~, \v 19 IN WITNESS WHEREOF, the parties hereto have caused their names to be signed and their seals to be affixed, all as of the day and year first above written, indicating their agreement. Attest: CITY OF MIAMI BEACH, FLORIDA i Robert Parcher, CITY CLERK Attest: ~''°~, WITNESS - .~ ~,D~rid L. Wrubel, President Bower, MAYOR ,,~ .' ~ ,~' ' ~ DAVID L. WRUBEL CPA, PA ~~ \' ` , ~, ~.. _ .~ '> (PRINT NAME) --- ~ .,~ `' 'J '` a ~ - .. ~~ `~, ~,. F:\RHCD\$ALUECON\$ALL~AS~E"f\OLDCITY\D~avid L. Wrubel\V~(rutjel Lease Agreement.DRAFT.doc \ .. `. ~ l Y i ''~ ~. ~... ,.~ ,\ _ ~.. ~.\~ ,l \ .\ ~. ` \.. s ~~ ~ f ,, ,,. `' . i" ~`. ~,, 20 EXHIBIT 1 5th Floor z -- -- -I"~ j ~P ~~ a v ~~ -~~..,_... ~_ J...~.. .._._.... ..vv. ~r ~_ ~~ ~~._._._M--- - _e~~ -_...~. ~ ~+ YYLL.~~~// ~} V ~~ ~ ~~ ~~~ Scale i/8" = 1' _ ~ ~.' ~ ~ ~~ ~~ 5th flArea - 1,518 SF ,~ Floor Common Area - 713 SF 21 EXHIBIT 8.4 Tenant. Improvement(s) (page 1 of 3) 2400 NE 2nd Avenua, Siudb B AMICON CONSTRUCTION MI4mI,Flaa387 SERVICES Isos)s7s-aoso laos) s7aa7nrax www.amicond4vabpmorduxm Wrubel Offices 1130 Washington Ave 5th Floor Miami Beach, FL 33139 PRELIMINARY SCHEDULE OF VALUES PRESENTATION wiutid omwssza io iota 22 EXHIBIT 8.4 Tenant Improvement(s) (page 2 of 3) ~ama4,7010 zl,•,~iar>n,:lp4 cteEmflbo ca~» anDhel o~~ ~,~, '~01N~iBt~°""'~ AMICOH8EHVICESCTIOPI ~h~D 5th Fbor (~~ M18m1B.edyFL39159 ~mw ADC ^~'~ 6BtERAL R64UIREINE16T5 sw~l.n/froJn]khnap.~en/Atln111/Oward f b215AD 01241 o17W finrral lakor fkwcwn f 60°'0D @ f SSOm > slm ftWQln f 7aom 01528 1001Da Oa.r. NauOn(e IEEDa rdlofleonLllws 1 5425A0 f BSDd0 01051 PvnB.llg Pw /Nam NonRlq By pry IDC 01901 6amal lkMi0ly lm.raneafnnlWn f 640.0D SRHNORK O.Illentlen S 2A00.00 WOpD58 PIASTItS 0836D uninatW Nastla Brack Re9m-a0eararca~peralyhlf f 1.800m AMtltbml gora8a Bonmwlkly/lrtl9fekJ f ].Doom f 1A00aD 08200 Hn.k GrpsnrY Nna w.otl W7aln [.mrnoe anw f 75040 TMERMAtA f5as7une P8o7ECT1oN Inlwa.m 6a1lMgmnmab .Ic ooauswn 08200 hrMAar WOOd Oxon and framm/haMran Fblbw mepltruna,Wmgreds a01k1mn d0on 9 f950.0o f 5.800.OD 08103 Oeor Ekbd~mlamab NIC oeaao ab.amnk~ inafa p.laln ssrt9fBn f 750.00 HNI511F5 Fnmb68 1 hang mwdryanllowraakabg sotly acprior ara0s f 4 SSDa0 , 09510 Aawuleal CNn1~6 AOOannoa- PauNro dmm demo f 69ode 09800 SmMi/TIY 9900 Carea6lRT ibortl8 andv9ry18w anowanca 1518 57.75 .IC f s,174sD Painb6 .e9alm a01n w8a antlnw kua f 7V070L0 SPEOAL71E5 10090 Elgm ~ 10870 fin no oklmbindutlatl f 890.00 ec~uroMavr 11440 Appllanna ND~ramr/Dbnara9hs 87 D.sn .IC filRNt99,NGf 12490 991Mw7r9almama AOevenm f 2.50D.00 MEQUftRAL 18050 NVAC taktlnBminnaln NIC 19900 i501D NumkinB Lobar f 7390.00 Nutabi Fk.uro Nola alnlts~/coast 15400 fka 5prlnkbra 6a.llrymnwln indlW~ IOC EtECTRIt;AI. 36050 EbgAn! I.aba 36900 Lq. V YN f lOpODO0 16500 16900 ~KFn.Yrn fba Al Atleaau.a AOannaYa4'P.rabollebwan 25 511600 i 5.000dD f 2.75D1ID arm 7a.ekgm nmab .IC 1 3 30 mmraelor fr 730% f y~1 7mu S 57,so9.n wrabN Onbu62510 :a7i 23 EXHIBIT 8.4 Tenant Improvement(s) (page 3 of 3) Alternatives/Exdusbns: 1 No corridor work included 2 Permit fees/architecture/engineering 3 GC not responsible for exkUng systems installed by previous contractor Notes: 1 This prcing h based on stta vast walkthrough (6/23/10) and layout aketrh provided 2 Soundproofing NIL. Speclflcatlon required 3 Upon receipt of final approved, permitted Construction Documents, pricing may require adjustments. 4 Pricing assumes existing construction end conditions are in compliance with ell current applipble construction codes unless otherwise noted in above pridng. 5 Asbestos /hazardous materials survey / abatement k not lnduded. 6 Environmental/governmental/water/sewerlmpact fees are not included. 7 All work is priced during normal business hours in a single phase vacant space (i.e. all furniture, equipment, FF & E) personnel /staff are not on site. 8 Allfurniture /equipment moving, installation and coordination by others. 9 All telephone, computer, security and television, audio /visual equipment /wiring removal, relocation and installation by other. SO If x-raying of the slab for floor outlets and plumbing Imes Is required, pricing is based on one (1) set of x-rays. If additional x•reys ere required due to conflk~ts or obstructions they will be priced aaordingly. 11 R b aswmed that all materials and equipment can be delivered on site through loading docks /service elevators and no additional hoisting equipment is required. 12 All existing Mechanicel, Eledriwl, Plumbing and Fire wppression systems are assumed to be In good working order and code worthy. Refurbishment or repair ff required is not included. Any additional tests or balanced required are not included. 13 The base cost proposal does NOT include special ventilation requirements such as removing exterior glass and installing exhaust fans, rerouting fresh air/return duchvark, etc.. 14 The base proposal does NOT Include provisions / funds for seariry, elevator, building management or tenant personnel time /coordination that maybe required to complete the scope of work fl these persons involvement is required, the cost of wch time /coordination [hat may be required to complete the scope of work. If these persons involvement is required, the cost of wch 15 This cost proposal is based on completing the scope of work in a standard time frame. Accelerated /compressed scheduling due to lead times, permitting, contract execution, work stoppages etc, may rewlt in additional cost such as overtime and quids shipment of materials to be paid by the tenant /owner. 16 This cast proposal is based on the quantities and scope of work shown. Changes in the quantities /srope of work may rewlt in the unit costs changing. 17 The ceiling space on the floors below ere assumed to be accessible and to have sufficient space to accommodate the new under slab eledripl work or piping lines and allow adequate slope as will be required. Relocation of any obstructions/ rerouting of the plumbing lines or patching of hard callings, if required will he priced on a case by ase basis. 18 Normal floor preparations and ramping for carpet is included. leveling of the fbor slab if required is NIC. 19 This cost proposal is valid for 30 days from the date of the proposal. 20 This cart proposal is based on the execution of a standard AIA document A311(Standard Form of Agreement between Owner and Contractor) or other standard Alit documents prior to commencement of work. 21 R h assumed that all samples, wbmtttels, shop drawings etc.. will be reviewed by the Architect and / or Engineer with a timefreme that coincides with [he project schedule at no charge to AMICON Construnion Services. It is also assumed that CAD fllesand / or PDF files will be provided to AMICON Construction Services as needed at no additional charge. 22 Change Orders will be billed at a cost of the work which Includes additional General Conditions related to the changes in the scope of work (excluding supervision) and a 10%fee which coven wpervision, overhead and profit. 23 change Orden rewiring in a reduction In the scope of work /contract amount will be credited back at the cost of the work as credited back to AMICON Construction Services by Its wpplien and vendor. No tees or general conditions will be credited bade for Items that reduce the scope of work /contract amount. 24 All applkable sales taxes are lnduded wnANOmens131o aaa Wee/m3o 24 July 8, 2010 Ms. Hilda M. Fernandez City of Miami Beach 1700 Convention Center Drive Miami Beach, FL 33139 Re: 1130 Washington Avenue office space for David Wrubel Dear Hilda: Koniver Stern endorses the City of Miami Beach moving forward with the above referenced lease. The reasons are: 1) the space cannot be expanded or contracted which limits the number of tenants that the space is appropriate for; 2) the tenant is willing to pay for their required tenant specific build-out since no cash tenant improvement allowance is offered and the space currently needs to be built out; 3) the office space is Class B/C space and currently the general office market is not robust. We are .recommending the 5th floor space to be leased at .$23.30 based upon the space having a more desirable view that the lower floors. We :are also recommending a 12 month rent :abatement based upon the City's estimate of $37,600 to complete the space. We have been showing the space since January and have been negotiating this proposal for three months. Additionally, the tenant is currently leasing .space in Miami Beach. .Based on all these factors, Koniver Stern recommends that the City lease the office space at 1130 Washington Avenue to David Wrubel. Thank you. ..~- -- Lyle B. Stern 1665 Washington Avenue, Penthouse Miami Beach, Florida 33139 T (305) 532-6100 F (305) 532-6101 www. koniversterngroup.com