Meridian Miami, LLC, Lease AgreementR~~ 2010- 2~~~~
LEASE AGREEMENT
THIS-LEASE AGREEMENT, made this 15t" day September, 2010, by and between
MERIDIAN MIAMI, LLC, a Florida limited liability company, (hereinafter referred to as
"Landlord:"), and the CITY OF MIAMI BEACH, a Florida municipal corporation.., (hereinafter
referred to as "City" or "Tenant"). .
1. Demised Premises.
Landlord, in consideration of the rentals hereinafter reserved to be paid and of the
°covenants, conditions and agreements to be kept and performed by the Tenant,
hereby leases, lets and demises to the Tenant, and Tenant hereby leases and hires
from the Landlord, those certain premises hereinafter referred to as the "Demised
Premises" and more fully described as follows:
Approximately 5,3,11 rentable square feet, located at 1.680 Meridian
Avenue, Suites 201 and 203, Miami Beach, Florida, 33139, and as
more specifically delineated. in Exhibit ~ 1, attached hereto and
incorporated herein.
2. Term.
The Tenant shall be entitled to have and to hold the Demised Premises for• a term of
~. nine (9) months, commencing on the 1St day of December, 2010 {the
"Commencement Date"), and ending on the 31St .day of August, .2011 (the
"Termination Date").
3. Rent.
- Tenant's payment_ of Rent, as defined in this Section 3, shall commence on
- December 1, 201-0 (the "Rent Commencement Date") and., thereafter, on the first
day of subsequent months.
3.1 Base Rent:
Throughout the Term herein, the Base Rent for the Demised .Premises shall
be shall be Twenty Seven ($27.00) Dollars and 00/100 per rentable square
foot, payable in monthly installments of One Thousand Nine Hundred. Forty
Nine Dollars and 75/100 ($11,949.75).
Tenant and Landlord agree that the amounts set forth in this Subsection 3.1
are. "gross" rent payments. Accordingly, Tenant shall have no obligation
during the Term to pay Landlord any proportionate share of Operating
Expenses pursuant to Subsection 3.2 hereof.
3.2 Additional Rent:
3.2.1 Operating Expenses:
"Operating Expenses" shall mean the total. cost and expenses,
including property taxes and insurance, incurred by Landlord in
operating, repairing, and maintaining the. Common .Facilities
(hereinafter defined) actually used or available for use by the
Tenant and its employees, agents, servants,, customers- and
invitees.
"Common Facilities" shall mean all areas, space, equipment and.
special services, including without limitation, electrical (including
service to the Demised Premises), water, and sewer service to the
_ building, trash removal. from the building, costs incurred for
gardening and landscaping, repairing and maintaining elevator(s),
painting, basic janitorial services, lighting, cleaning, striping.,
policing, removing garbage and other refuse and trash, 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 building
common areas and the exterior and structural portions of the .
building., .paving and repairing, management fees and the
.Landlord's employment expenses to employees furnishing and
. rendering any services to the common areas- provided by the
Landlord for the common or joint use and/or benefit of Tenant, and
its employees, agents, servants, customers and invitees.
. 3:3 Sales Tax:
Landlord acknowledges that Tenant is exempt from the payment of Florida
sales tax-and Tenant shall provide all requisite exemption certification to
.Landlord which information shall 6e set forth in Exhibit 3.3 attached hereto
and made part hereof.
4. Location for Payments.
All rents or otherpayments due hereunder shall be paid to Landlord at the following
address: .
- Meridian Miami, LLC
101 South Eola Drive, #1205
Orlando, Florida 32801
5. Parking.
.Intentionally Deleted.
6. Security Deposit.
Intentionally Deleted.
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7. Use and Possession of Demised Premises.
7.1 The Demised Premises shall be used by the Tenant as an office location for
. the City of. Miami Beach Fire Department's operations. Said Demised
Premises shall generally be open for Tenant's use Monday through Friday,
from 6:00 AM until 7:00 PM. Notwithstanding the preceding use,,Tenant
reserves the right to utilize the Demised Premises for. any other public
purpose, subject to the prior written approval by Landlord; which approval
shall not~be unreasonably withheld.
7.2 Tenant will not make or permit any use of the Demised Premises that;
directly or indirectly, is forbidden by public law, ordinance or government
regulation, or that may be dangerous to life, limb or property. Tenant may not
commit waste on the Demised Premises, use the Demised Premises for any
illegal purpose, or commit a nuisance on the Demised Premises. In the event
that the Tenant uses the Demised Premises for any purposes not expressly
permitted herein, then the Landlord may declare this Lease in default
pursuant to Section 18, or without notice to Tenant, restrain such improper
use by injunction or other legal action.
8. Improvements.
Tenant accepts the Demised Premises in their present "AS IS" condition and may
construct or cause to be constructed, such interior and exterior improvements and
maintenance to the Demised Premises, as reasonably necessary for it to carry on
its permitted' use(s), as set forth in Section 7; provided, however, that any plans for
such improvements shall be first submitted to Landlord for Landlord's prior written
consent, which consent, shall not be unreasonablywithheld ordelayed. Additionally,
any and all approved improvements shall be made at Tenant's sole expense and
responsibility. All permanent (fixed) improvements to the Demised Premises shall
.remain the property of the Landlord upon termination and/or expiration of this
Agreement. Upon termination and/or expiration of this Agreement, all personal
property and non-permanent trade fixtures may be removed by the Tenant from the
Demised Premises, provided. that they can be (and are) removed without damage to
the Demised Premises. Tenant will permit no liens to attach to the Demised
Premises arising from., connected with, or related to the design and construction of
any improvements. Moreover, such construction shall be accomplished through the
use of licensed contractors. Any and all permits and or licenses required. for the
installation of improvements shall be the sole cost and responsibility of Tenant.
9. Landlord's Right of Entry.
The Landlord, or its authorized agent or agents,.shall not have the right to enter
. upon. the Demised .Premises without the prior consent of Tenant and it is
acknowledged that the Premises shall be secured- by an alarm system to be
installed by Tenant at Tenant's sole cost. Notwithstanding the preceding sentence,
Landlord shall have access to the. Premises in the event of an emergency at which
time the alarm company or an emergency contact from the City of Miami Beach will
be notified for assistance to gain entry to the Premises. Tenant agrees that it shall
issue one key to the Leased Premises to Landlord. Tenant is allowed and shall be
permitted to reasonably enjoy the Leased Premises and conduct its business
without interruption or interference.. If required, Landlord shall provide reasonable
notice, in writing, to Tenant and shall enter the Leased Premises only. when
accompanied by an authorized representative of the Tenant (unless access is
required during an emergency event). Nothing herein shall imply any duty on the
part of the Landlord to do any work that under any provisions of this Lease the
Tenant may be required to perform, and the performance thereof by the Landlord
shall not constitute a waiver of the Tenant's default.
10: Tenant's Insurance.
Landlord acknowledges that Tenant is a Florida municipal corporation and is self-
insured. Upon Landlord's written request, Tenant shall have its Risk Manager
provide Landlord with written confirmation of Tenant's self-insurance.
11. Property Taxes and Assessments.
For-the purposes of this Section and other provisions of this Lease:
11.1 The term "Property Taxes" shall mean (i) the real estate taxes, assessments,
and special assessments of any kind which may be imposed upon the tax lot
on which the Building is constructed (the "Land") and (ii) any expenses
incurred by Landlord 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.
11:3 The term "Tenant's Proportionate Share" shall mean the ratio that the square
footage of the Demised Premises bears to the square footage of the leasable
space in the entire Building. Tenant proportionate share shall be deemed to
be thirteen and seventy-three .one hundredths (13.73%) percent; however,
Tenant's proportionate share may be subject to change in the event that
Tenant exercises its Right of First Offer pursuant to Section 41 hereof.
12. Assianment and Sublettina.
12.1 At any time during the Term, Tenant shall have the right to assign or sublet
the Demised Premises, in whole or in part, with the prior written consent of
Landlord, which consent shall not be unreasonably withheld or delayed. If
granted, the making of any assignment will release Tenant from any of its
obligations under this Lease.
12.2 Any consent by the Landlord to any act of assignment shall apply only to the
specific transaction thereby authorized. Such consent shall not be construed
as a waiver of the duty of the Tenant or the legal representatives or assigns
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. ~ of the Tenant, to obtain. from the Landlord consent to any other or
subsequent assignment, or as modifying or limiting the rights of the Landlord
under the foregoing covenants of .the Tenant not to assign without such
- consent.
12.3. Any violation of the provisions of this Lease; whether by act or omissions, by
asub-tenant shall be deemed a violation of such provision by the Tenant, it
being the intention and meaning of the parties hereto, that the Tenant shall
` - assume and be liable to the Landlord for any and all acts and omissions of
any and all sub-tenants.
13. Maintenance and Repair.
13.1 Tenant shall maintain. the Demised Premises and the fixtures and
appurtenances therein, and at its sole cost and expense shall make all
repairs thereto as and when needed fo preserve them in good,working order
and condition. Landlord shall be responsible for the maintenance of the roof,
the exterior of the 'building, the structural electricals and plumbing, the
- common areas and the HVAC system (however Tenant shall be responsible
• for periodically changing the air filters for each air handling unit in the
Demised Premises subject to the ° Landlord providing to Tenant a
maintenance schedule and documentation of system requirements).
' Landlord shall maintain and/or repair those•items that it is responsible for., so
as to keep same in proper working condition. Tenant shalt also be
responsible for all interior walls and the interior of all windows and interior
and exterior of all doors. -
13.2 All.damage or injury of any kind to those fixtures and appurtenances in the
Demised Premises that are Tenant's responsibility (as provided in
Subsection 13.1), except damage caused by the wrongful acts or negligence
of the Landlord, shall be the obligation of Tenant, and shall be repaired,
restored or replaced promptly by Tenant at its sole, cost and .expense to the
satisfaction of Landlord.
13.3 All of the aforesaid repairs, restorations and replacements shall be in quality
. and class equal to the original work or installations and shall be done in good.
and workmanlike manner.
13.4 If Tenant fails to make such repairs or restorations or replacements, the
.. • same may be made by the Landlord, at the expense of Tenant, and all sums-
. spent and expenses incurred by Landlord shall be collectable as Additional -
Rent and shall be paid by Tenant within ten (10) days after rendition of a-bill
or statement thereof.
14. Governmental Regulations.
' The Tenant covenants and agrees to fulfill and' comply with all statutes, ordinances,
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. rules, orders, regulations, -and requirements of any and alf 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.
15. Liens..
- Tenant will not permit any mechanics, laborers; or material man's liens to stand
against the Demised Premises or improvements for any labor or materials to Tenant
or claimed to have been furnished to Tenant's agents, contractors, orsub-tenants,
in connection with work of any character performed or claimed to have performed
on said premises, or improvements by or at the direction or sufferance of the
Tenant, provided however, Tenant shall have the right to contest the validity or
. amount of any such lien or claimed lien: In the event of 'such contest, Tenant shall
give the Landlord reasonable security as may be demanded by Landlord to insure
payment thereof and prevent sale, foreclosure, or forfeiture of the Demised
Premises or. improvements by reasons of such non-payment. Such security need
not exceed one and .one half (1'/2) times the amount of such lien or such claim.. of
lien. Such security shall be posted by Tenant within ten (10) days of written notice
from Landlord, or Tenant may "bond off" the lien according to statutory procedures.
- Tenant will immediately pay any, judgment rendered with all proper cost and charges
- and shall have such lien released or judgment satisfied at Tenant's own expense.
- 16. Enforcement.
Tenant agrees to pay the Base Rent and any Additional Rent herein reserved at the
- time and in the manner aforesaid, and should said. rents. herein provided, at any .
time remain due and unpaid for a period of forty five-(45) days after the same shall
become due, the Landlord may exercise any or all options available to.it hereunder,
which options may be exercised concurrently or separately or the Landlord may
pursue any other remedies enforced by law: ,
17. Condemnation..
- 17.1 If at any time during the Term of this Lease,. all or any part or portion of the
Demised- Premises are .rendered untenantable, taken, appropriated; or
condemned by reason of Eminent .Domain proceedings (except if the
- - Eminent Domain proceedings are initiated by the City of Miami Beach), then
. this Lease shall be terminated as of the date of such taking., and shall -
thereafter be completely null and void, and neither of the parties hereto shall-
thereafter have any rights against the .other by reason of this Lease or
anything contained therein, except that any rent prepaid beyond the date of
~- such taking shall be prorated to such date, and the Tenant shall pay any and
- all rents, additional rents, utility charges, or other costs. including excess
- taxes for which it is liable under the terms of this Lease, up to the date of
such taking.
17.2 Except as hereunder.provided, Tenant shall not be entitled to participate in
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the proceeds of any award made to the Landlord in any such Eminent
Domain proceeding, excepting, however, the Tenant shall have the right to
claim and recover from the condemning authority, but not from the Landlord,
such compensation as may be separately awarded or recoverable by Tenant
in Tenant's own right on account of a,ny and all damage to Tenant's business
by reasons of the condemnation and for or on account of any cost or loss
which Tenant might incur in removing Tenant's furniture and fixtures.
18. Default.
18.1 Default by Tenant:
At the Landlord's option, any of the following shall constitute an Event of
Default under this Lease:
18.1.1 The Base Rent,. Additional Rent, or any installment thereof is not
paid promptly when and where due within ten (10) days of the due
date (taking into consideration the grace period provided) and if
.Tenant shall not cure such failure within ten (10) business days-.
thereafter;
18.1.2. Any other payment provided for under this Lease is not .paid
promptly when and where due;
18.1.3 The Demised Premises shall be deserted, abandoned, orvacated;
1.8.1.4 The Tenant shall fail to comply with any material term, provision,
. condition or covenant contained herein other than the payment of
. _ rent and shall not cure such failure or commence to cure such
failure within fifteen (15) days after the receipt of written notice
from Landlord specifying any such default; or if such default(s) is
of a nature that it cannot be reasonably cured within fifteen (15)
days, provided Tenant has commenced and is continuing diligently
to cure said default(s) beyond the initial fifteen (15) day period;.
18.1.5 Receipt of, notice of violation from any governmental authority
having jurisdiction dealing with a code, regulation, ordinance orthe
like, which remains uncured for a period of fifteen (15) days from
. its issuance, or if such default(s) is of a nature that it cannot be
reasonably cured within fifteen (15) days, provided Tenant has -
.commenced and is continuing diligently to cure. said default(s)
beyond the initial fifteen (15) day period.
19. Rights on Defaulf.
- 19.1 Rights on Default:
In the event of any default by Tenant as provided herein, Landlord shall have
the option to do any of the following in addition to and not in limitation of any
other remedy permitted by law or by this Lease;
19.1.1 Terminate this Lease, in which event Tenant shall immediately
surrender the Demised Premises to Landlord.
19.1.2 It is expressly agreed and understood by and between the parties
- hereto that any installments of rent accruing under the provisions
of this Lease which shall not be paid when due shall bear interest
at the maximum legal rate of interest per annum. then prevailing in
" Florida from the date when the same was payable by the terms
hereof, until the same shall. be paid by Tenant. Any failure on
Landlord's behalf to enforce this Section shall not constitute a
waiver of this provision with respect to future accruals of past due
rent. No interest will be charged for payments made within the
grace period, such grace period to be defined as within five (5)
days of the due date.
19.1..3 If Tenant shall default in making any payment of monies to any
person or for any purpose as 'may be required hereunder,
Landlord may pay such expense but Landlord shall not be
obligated to do so. Tenant upon Landlord's paying such expense
shall be obligated to forthwith reimburse Landlord for the amount
° thereof. All sums of money ..payable by Tenant to Landlord
hereunder shall be deemed as rent for use of the Demised
Premises and collectable by Landlord from Tenant as rent, and
shall be due from Tenant to Landlord on the first day of.the month
following the payment of the expense by Landlord.
19.1.4 The rights of the Landlord under this Lease shall be cumulative
but riot restrictive to those given by law and failure on the part of
the Landlord to exercise promptly any rights given hereunder shall
not operate to waive or to forfeit any of the said rights..
19.2 Default by Landlord:
The failure of Landlord to perform any of the covenants, conditions and
agreements of the Lease which are to be performed by Landlord and they
continuance of such failure for a period of thirty (30) days after notice thereof
in writing from Tenant to Landlord (which notice shall specify the respects in
which Tenant contends that Landlord failed. to perform any such covenant,
conditions and agreements) shall constitute a default by Landlord, unless
such default is one which cannot be cured within thirty (30) days because of
circumstances beyond Landlord's control, and Landlord within such thirty
(30) day period shall have commenced and thereafter shall continue
diligently to prosecute all actions necessary to cure such defaults.
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However, in the event Landlord fails to perform within the initial thirty (30) day
period provided above, and such failure to perform prevents Tenant from
operating its business in a customary manner and causes an undue hardship
for the Tenant, then such failure to perform (regardless of circumstances
beyond its control) as indicated above, shall constitute a default by Landlord.
20. Indemnity Against Claims, Costs and Charges:
Landlord acknowledges that Tenant is precluded from indemnifying against claims;
costs and charges pursuant to Florida Statute 768.28.
21. Indemnification Against Claims.
Intentionally Deleted.
22. Signs and Advertising_
Without the prior written conserit of Landlord, 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 signage shall comply with signage standards
established by Landlord and comply with all. applicable building codes,.. and any
other Municipal, County, State and Federal laws.
23.. Effect of Conveyance.
The term "Landlord" as used iri the. Lease means only the owner for the time being
of the land and building containing the Demised :Premises, so that in the event of
any sale of said land and building, or in the event of a lease of said building, the
Landlord shall be and hereby is entirely freed and relieved of all covenants and
obligations of the Landlord hereunder, and it shall be deemed and construed
without further agreement between the parties, or between the parties and the
purchaser at such sale, or the lease of this building, that the purchaser or Tenant
has assumed and agreed to carry out all covenants and obligations of the Landlord ,
hereunder.
24. Damage to the Demised Premises.
24.1 If the Demised Premises shall be damaged~by the elements or other casualty
not due to Tenant's negligence, or by fire, but are not thereby rendered
untenantable, as determined by Landlord, in whole or in part, and such
damage is covered by Landlord's insurance, if any, (hereinafter referred to as
"such occurrence"), Landlord, shall, as soon as possible after such
occurrence, utilize the insurance proceeds to cause such damage to be
repaired and the rent shall not be abated: If by reason of such occurrence,
the Demised .Premises shall be rendered untenantable, as determined by
Tenant, only in~part, Landlord shall as soon as possible utilize the insurance
proceeds to cause the damage to be repaired., and the rent meanwhile shall
be abated .proportionately as to the portion of the Demised Premises
rendered untenantable; provided however, if the Demised .Premises are by
reason of such occurrence, rendered more than 50% but less than 1.00%
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untenantable, as determined by Landlord, Landlord shall promptly obtain a
good.. faith estimate of the time required to render the Demised Premises
tenantable. If such time exceeds sixty (60) days, the Tenant shall have the
option of canceling this Lease, which option shall be exercised by Tenant in
writing within ten (10) days of receipt of notice of same from Landlord.
24.2 If the Demised Premises shall be rendered wholly untenantable by reason of
such occurrence, the Landlord shall utilize the insurance proceeds to cause
such damage to be repaired and the rent .meanwhile shall. be abated in
whole; provided, however, that Landlord 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 Lease 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, the Tenant'shall
have the right, to be exercised by notice in writing, delivered to Landlord
within ten (10) days from and after said occurrence, to elect to terminate this
Lease, .the rent to be adjusted accordingly. Notwithstanding any clause
contained in this Section, if Landlord becomes self insured or the damage is
not covered by Landlord's insurance, then 'Landlord shall have no obligation-
to repair the damage, but Landlord shall advise Tenant in writing within ten
(10) 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 the
Lease, and the rent shall be adjusted accordingly.
25. Quiet Enioyment.
The Tenant shall enjoy quiet enjoyment of the Demised Premises and shall not be
evicted or disturbed in possession of the Demised .Premises so long as Tenant
complies with the terms of this Lease.
26. Waiver.
26.1 It is mutually covenanted and agreed by and between the .parties hereto that
the failure of Landlord to insist upon the strict performance of any of the
conditions, covenants, terms or provisions of this Lease, or to exercise any
option herein conferred, will not be.considered or construed as a waiver or
relinquishment for the future of any such conditions, covenants, terms,
provisions or options but the same shall continue and remain in full force and
effect.
.26.2 A waiver of any term expressed herein shall not be implied by any neglect of
Landlord to declare a forfeiture on account of the violation ~of such term if
such violation by continued or repeated subsequently and any express
waiver shall not affect any term other than the. one specified in such waiver
and that one only forfhe time and in the manner specifically stated.
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27.
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26.3 _ The receipt of any sum paid by Tenant to Landlord after breach of any
condition, covenant, term or provision herein contained shall not be deemed
a waiver of such breach, but shall be taken, considered and construed as
payment for use and occupation, and not as rent, unless such breach be
.expressly waived in writing by Landlord.
The addresses for all notices required under this Lease shall be as follows, or at
such other address as either party shall be in writing., notify the other:
LANDLORD: ~ Meridian Miami, LLC
Attn: John Page , ,
-1.01 South. Eola Drive, #1205
Orlando, Florida 32801
TENANT: ~ 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
All notices shall be hand delivered and a receipt requested, or by certified. mail with
"Return Receipt" requested, a_nd shall be effective upon receipt.
Entire~and Binding Agreement.
This Lease contains all of the agreements between the parties hereto, and it may-
not be modified in any manner other than by agreement in writing signed by all the
parties hereto or their successors in interest. The terms, covenants and conditions
contained herein shall inure to the benefit of and be binding upon Landlord and
Tenant and their respective successors and assigns, except as may be otherwise
expressly provided. in this Lease.
Provisions- Severable.
If .any term or provision.. of this .Lease or the application thereof to any person or
circumstance shall, to any extent, be invalid or unenforceable, the remainder of this
Lease, or the application of such term or provision to persons or circumstances
other than those asto which it is held invalid. or unenforceable, shall not be affected
thereby and each term and provision of this Lease shall be valid and be enforced to
the fullest extent permitted by law.
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30. Captions.
,The captions contained herein are for the convenience. and .reference only and shall.
not be deemed a part of this .Lease or construed as in any manner limiting or
amplifying the terms and .provisions of this Lease to which they relate.
31. Number and Gender.
Whenever used herein, the singular number-shall include the plural and' the plural
shall include the singular, and the use of one gender shall include. all genders.
32. Governing Law.
This Lease shall be governed by and construed in accordance with the .law of the
State of Florida.
33. Limitation of.Liability.
Lntentionally Deleted. .
34. Attorneys Fees.
If it becomes necessary for Tenant or Landlord to enforce their respective rights
under this Agreement or any part hereof through litigation, Tenant and Landlord
agree that the prevailing party shall be entitled to recover from the other party all
costs and expenses of such litigation, including a reasonable attorney's fee and
costs, for all trial and appellate proceedings..,
35. Surrender of the Demised Premises:
The. 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 Landlord 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 trade fixtures or personal
. ~ . property, if any, which can be removed without material injury to .the Demised
Premises, free of all liens, claims and encumbrances and rights of others or broom-
clean, togetherwith all structuralchanges, alterations, additions, and improvements
which .may have been made upon the Demised Premises, in good. order, condition
and repair, .reasonable wear and tear .excepted, subject, however, to the
subsequent provisions of this Section. Any property which pursuant to the provisions
of this Section is removable by Tenant on or at the Demised Premises upon the
- termination of this Lease and is not so removed may, at the option of the Landlord,
be deemed abandoned by the Tenant, and either may be retained by the Landlord
as its property or may be removed and disposed of at the sole cost of the Tenant in
such manner as the Landlord may see fit. If the Demised Premises and personal
property, if any, be not surrendered at the end of the term as provided in this
Section, the Tenant shall make good the Landlord all damages which the Landlord;
. shall suffer by reason thereof, so far as such delay is occasioned by the failure of
the Tenant to surrender the Demised Premises as and when herein .required.
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` Notwithstanding the aforestated, Tenant agrees that upon vacating the Demised
Premises it shall conduct the following schedule of services and maintenance with
respect to preparing the Demises Premises for "turnover" back to Landlord: Painting
of the Demised Premises; carpet cleaning for Demised Premises; replacement of
any interior glass or other fixtures which may have been broken during Tenant's
,possession; replacement of any light fixtures which may have been broken.
(including bulbs); replacement of any locks which may have been changed, or in the
alternative,. Tenant shall provide keys and./or combinations to said locks;
replacement and/or repair of any window treatments, shades and/or blinds which
. may have become damaged as a result of Tenant's use of same;,the interior
cleaning of all windows within the Demised Premises, the replacement of any ceiling
tiles which may have broken during Tenant's possession of the Demised Premises
and the replacement of any furniture, fixtures or equipment (if any) which Landlord
has provided for Tenant's use of.
35.1 Holdover:
If the Tenant retains possession of the Demised Premises or any part thereof
after thetermination of this Lease, by lapse of time or otherwise, the Tenant
shall pay the Landlord Rent at two (2) times the rate payable for the month
immediately proceeding said holdover. The provisions of this paragraph do
not waive the Landlord's rights of re-entry or any other right hereunder. Any
retention of the Demised Premises after the termination of this Lease shall
be considered as a month-to-month holdover unless otherwise agreed to in
writing by both parties.
36. Time is of the Essence:
Time is of the essence in every particular and particularly where. the. obligation to
.pay money is involved.
37. Venue.
This Lease Agreement shall be enforceable in Miami-Dade County, Florida, and if
legal action is necessary by either party with .respect to the enforcement of any and
all the terms or conditions herein, exclusive venue for the enforcement of same
shall lie in Miami-Dade County., Florida:
LANDLORD AND TENANT HEREBY KNOWINGLY AND INTENTIONALLY
WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING
THAT THE .LANDLORD AND TENANT MAY HEREIN AFTER INSTITUTE
AGAINST EACH OTHER WITH RESPECT TO ANY MATTER ARISING OUT OF
OR RELATED TO THIS ..LEASE AGREEMENT.
38. Radon is a naturally occurring radioactive gas that, when it has 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
have been found in buildings in Florida. Additional information regarding Radon and
Radon testing may be obtained from your County Public Health Unit.,
13
39. No Dangerous Materials.
Tenanf 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 or materials found within
the Demised Premises shall be immediately removed.
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:
~ ~
~~~~
Robert Parcher, CITY CLERK
CITY OF MIAMI BEACH, .FLORIDA
atti Herrera Bo er, MAYOR
Attest:
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Print Name Title
CORPORATE SEAL
(affix seal here)
MERIDIAN MIAMI, LLC
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C~G~ / ~ [~ o r"u~~ J r
Print Name & Title
APPROVED AS TO
FORM & LANGUAGE
& FC)N EXECUTION
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Exhibit 1
DEMISED PREMISES
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Exhibit 3.3
SALES TAX EXEMPTION NOTICE
DR-,4
Consumer's Certificate of Exemption R. o,~oz
~ Issued Pursuant to Chapter 212, Florida Statutes
O[VANTAQNT
OF.PEVENUE
23-09-329871-54C 07/15/02 07/15/07 MUNICIPAL GOVERNMENT
This certifies that
CITY OF MIAMI BEACH
, 700 CONVENTION .CENTER DR
MIAMI BEACH FL 33139-1'819
is exempt from the payment of floridasales l~nd`use tax on real property rented, transient. rental property rented. tangible
:.personal property purchased or rented„or•services`purchased.
DR-14
Important Informationfor,ExemptOrganizations R.o,ro2
y.
OEWRT.~tE~T - ..
~''-'ElE REVENUE ~ -
t. You must.provide all vendors and suppliers with an`exernption.certificate before; making tax-exempt purchases.
See Rule t 2A-1.039, Florida Administrative Code (FAC).
r.. 2. Your Consumer's Certificate of Exemption is to be usedsolely by your organization for your organization's.
customary nonprofit activities.
3. turchases made by an individual on behalf of the organization are taxable, even if the individual will be.
reimbursed by the organization.
- 4. This exemption applies only to purchases your organization makes. The sale or lease to others by your
organization of tangible personal property, sleeping accommodations or other real property is taxable. Your
organization must register. and wllect and remit. sales and use tax on such taxable transactions.. Note: Churches
are exempt from this requiremerit.except whenthey are the lessor of real property (Rule 12A-1.070..FAC).
5. It is a criminal offense to fraudulently present this certificate to evade the payment of sales tax.. Under no
circumstances should this certificate be used for the personal benefit of any individuaL~ Violators will be liable for
payment of the sales tax plus a penalty of 200°!° of the tax, and maybe subject to conviction of a third degree
felony. Any violation will necessitate the revocation of this certificate.
6. If you have questions regarding your exemption certificate, please contact the. Exemption lJnit of Central
Registration at 850-487-4130. The mailing address i§ 51)50 West Tennessee Street. Tallahassee.
FL 32399-0100.
16