First Amendment to Lease Agreement o?009— a7/ ,?7
FIRST AMENDMENT TO LEASE AGREEMENT
This First Amendment to Lease Agreement is being entered into on this 18th day
of March, 2013, by and among the CITY OF MIAMI BEACH, a municipal corporation
whose address is 1700 Convention Center Drive, Miami Beach, Florida, 33139 ("City"
and/or "Landlord"); KLARA GERSHMAN M.D. PA, a Florida corporation, whose
address is 1701 Meridian Avenue, Suite 400, Miami Beach, Florida, 33139, as Tenant
and Assignor of that certain Lease Agreement with the City, dated September 9, 2009;
and COMMUNITY AIDS RESOURCE, INC. (d/b/a Care Resource), a Florida not-for-
profit corporation, whose principal address is 3510 Biscayne Boulevard, Suite 300,
Miami, Florida 33137, as the new Tenant and Assignee under said assignment as
herein below consented to by the City.
WITNESSETH:
WHEREAS, the City has been leasing to Tenant/Assignor, Klara Gershman,
M.D., PA, approximately 1,926 square feet of City-owned property located at 1701
Meridian Avenue, Suite 400 (a/k/a portion of Unit 7), Miami Beach, Florida, 33139, for
Tenant/Assignor's use solely for the purpose(s) of operating a medical clinic and related
services under the terms and conditions of that certain Lease Agreement, dated
September 9, 2009; and
WHEREAS, the Tenant/Assignor, Klara Gershman, M.D., PA, and the new
Tenant/Assignee, Community AIDS Resource, Inc., have agreed to an assignment and
assumption of said Lease Agreement; and
WHEREAS, pursuant to Section 12 of the Lease Agreement, the City Manager
hereby consents to the proposed assignment; and
WHEREAS, concurrent with the execution of the Consent to Assignment and
Assumption of Lease Agreement by the Tenant/Assignor and new Tenant/Assignee,
attached and incorporated as Exhibit A hereto, the parties further wish to execute this
First Amendment to Lease Agreement, having an effective date of March 18, 2013, and
remaining in effect throughout the remainder of the Lease term.
NOW THEREFORE, the City, Tenant/Assignor, and the new Tenant/Assignee,
for and in consideration of the mutual covenants, agreements and undertakings herein
contained, do by these presents mutually covenant and agree to assign and amend the
Lease Agreement, as follows:
1. Upon execution of the Consent of Assignment and Assumption of Lease
Agreement, Tenant/Assignor and new Tenant/Assignee hereby acknowledge and
agree to said assignment and assumption, and Tenant/Assignee further agrees
to be bound by the terms and conditions of the Lease Agreement, as amended
by this First Amendment to Lease Agreement.
1
2. Upon execution of the Consent to Assignment and Assumption of Lease
Agreement and First Amendment to Lease Agreement, and for purposes of
interpreting the cumulative agreements (i.e. the Lease Agreement, the First
Amendment to Lease Agreement and the Consent to Assignment and
Assumption) the term "Tenant" and Tenant/Assignee shall be considered one
and the same, and Community AIDS Resource, Inc. shall be deemed the new
Tenant for purposes of the Lease. All references to Tenant, under the Lease, as
amended, shall hereinafter be deemed to refer to Community AIDS Resource,
Inc. (d/b/a Care Resource).
3. Section 2, entitled "Term", located on Page 1 of the Lease Agreement, shall be
amended (deleted items StFUGk through and inserted items underlined) as
follows:
2. Term.
2.1 Tenant shall be entitled to have and to hold the Demised Premises for ar{
+e+tial a term of three (3) years, commencing on the 1St day of October,
2-GG9 2012 (the "Commencement Date"), and ending on the 30th day of
September, 2012 2015. For purposes of this Lease Agreement, and
including, without limitation, Subsection 2.2 herein, a "contract year" shall
be defined as that certain period commencing on the 1 St day of October,
and ending on the 30th day of September.
2.2
be submitted to the Gity A ggeF no e_aadier than one h„nrlrerl fieienfii
(T $, but in any later than si)dy (60) days nrior to the
exniratien of the initial teRn, this Lease may be e)dended one ne (1)
additional three���Fen°a a m��en�+ion if appFGved shall he
, ,
mge__mmoriali-ed in ,.1rT� and signed hF (with the
heFeby I nesting the Gity B ggeas the individual a„thoricedto
exes„te s„oh evtensiens on its behalf\
In the event that the Gity Manager determines in his sole diSGFetien net to
evtend OF rene^�'�i this Lease Agreement (upon expiration of the initial term
pany F
enewal teFM, the Gity Manag�gall notify Tenant of same in
WFiting ��ihiG�nootti ••/' shall a PFG sided to Tenant within fifteen (15)
,
business days of the Oita Manager's reneint of Tenant's WFitten notice
2.3 Notwithstanding anything in this subsection, or any other term or condition
in this Lease Agreement, the City reserves the right, through its City
Manager, to terminate this Lease Agreement effective any time after July
1, 2014, without cause and without liability to the City, upon providing
Tenant with 180 days prior written notice.
4. Subsection 3.1, entitled "Base Rent", located on Page 2 of the Lease Agreement,
shall be shall be amended (deleted items StFUGk through and inserted items
underlined) as follows:
2
3.1 Base Rent:
Base Rent for the Demised Premises shall begin to accrue on the
Commencement Date.
3.1.1 Throughout the Term herein, the Base Rent for the Demised
Premises shall be Fifty FOUF Thousand One Hundred Twee_np.V
DollaFs and 60/100 ($54,120.60) Fifty Nine Thousand One Hundred
Thirty Nine Dollars and 00/100 ($59,139.00) per year, payable in
monthly installments of
and 051100 ($4,510.05) Four Thousand Nine Hundred Twenty Eight
Dollars and 25/100 ($4,928.25), commencing on the
Commencement Date and, thereafter, on each first day of
subsequent months.
3.1.2 Concurrent with the payment of the Base Rent, Tenant shall also
include any and all additional sums for all applicable sales and use
tax, now or hereafter prescribed by Federal, State or local law.
3.1.3 The Base Rent amount pursuant to this Section 3.1 shall be
increased annually, on the anniversary of the Commencement Date
of the Lease, in increments of three (3%) percent per year.
5. Section 27, entitled "Notices", located on Page 16 of the Lease Agreement, shall
be deleted in its entirety and replaced with the following new Section 27 as
follows:
Notices.
The addresses for all notices required under this Agreement shall be as follows,
or at such other address as either party shall be in writing, notify the other.-
LANDLORD: City Manager
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
With copy to: Director
City of Miami Beach
Office of Real Estate, Housing and Community Development
1700 Convention Center Drive
Miami Beach, Florida 33139
TENANT. Rick Siclari, CEO
Community AIDS Resource, Inc.
3510 Biscayne Boulevard, Suite 300
Miami, Florida 33137
All notices shall be hand delivered and a receipt requested, or by certified mail
with Return receipt requested, and shall be effective upon receipt.
3
6. Except as otherwise specifically amended herein, all other terms and conditions
of the Lease Agreement by and between the Landlord and Tenant shall remain in
full force and effect. In the event there is a conflict between the provisions
provided herein and the Lease Agreement, the provisions of this Consent to
Assignment and First Amendment to Lease Agreement shall govern.
IN WITNESS WHEREOF, the Landlord, Tenant/Assignor and the new Tenant/Assignee
have hereunto affixed their respective hands and seals at the place, and on the day and
date first hereinabove written. Signed, sealed and delivered in the presence of:
Attest: Landlord:
CITY OF MIAMI BEACH, FLORIDA
z L
Rafael Gr s, tnteritn City Manager
Attest: INCORP Tenant/Assignor:
ORATED: KLARA GERSHMAN, M.D. A
�c ......�
h' 26
Secretary Klara Gershman, President
Ape r I S I c�cc h f-�rz X �
(Print ame) (Print Name)
Attest: New Tenant/Assignee:
COMMUNITY AIDS ESOURCE, INC.
Secre ary R c . i ari, dEO
Aop,- ( t Sk-L( &Laz- '5je--e*z1
(Pri Name) (Print Name)
APPROVED AS TO
FORM & LANGUAGE
F:\RHCD\$ALL\ECON1$ALL\ASSET\777-17th Street\Gershman\Gershman First Amendment(2-14-13).doc&FOR CUTION
4 Attorney Date
Exhibit A
CONSENT TO ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT
This Cons t to Assignm nt and Assumption of Lease Agreement is being entered into
on this day of , 2013, by and between KLARA GERSHMAN M.D.
PA, a Florida corporation, ("Tenant/Assignor"), and COMMUNITY AIDS RESOURCE,
INC. (d/b/a Care Resource), a Florida not-for-profit corporation, ("Tenant/Assignee")
whose principal address is 3510 Biscayne Boulevard, Suite 300, Miami, Florida 33137.
WITNESSETH, that for valuable consideration in hand paid by the Tenant/Assignee to
the Tenant/Assignor, receipt of which is hereby acknowledged, the Tenant/Assignor
hereby assigns and transfers to the Tenant/Assignee, and Tenant/Assignee hereby
accepts, all of its right, title, interest, and obligations in and to the following described
agreements:
Tenant/Assignor's rights, title, interest, and obligations under that certain
Lease Agreement by and between KLARA GERSHMAN M.D. PA
("Tenant") and the CITY OF MIAMI BEACH ("City"), dated September 9,
2009, for approximately 1,926 square feet of City-owned property located
at 1701 Meridian Avenue, Suite 400 (a/k/a portion of Unit 7), Miami Beach,
Florida, 33139, as M99W W2013,ain First Amendment to Lease
Agreement, dated attached hereto as Exhibit
A-1.
Provided, however, no warranties of any kind whatsoever are made incident to this
Assignment.
IN WITNESS WHEREOF, the Tenant/Assignor and Tenant/Assignee have executed
this Consent to Assignment and Assumption on the day and year first above written.
KLARA ERSHMA .D. PA (Tena A gnor)
By. Date: J• 10 , r
Klar—aGbrsh'Mari, President
Attest: Date:
Se etary
COMMUNITY AIDS RESOUR NC. (Tenant/Assignee)
By:
Date: 3 � 3
Rick ` , CEO
n
Attest: Date:
Secre ry
1