2015-29172 Reso RESOLUTION NO. 2015-29172
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, FOLLOWING A DULY ADVERTISED PUBLIC
HEARING, AND WAIVING, BY 5/7TH VOTE, THE COMPETITIVE BIDDING
REQUIREMENT, FINDING SUCH WAIVER TO BE IN THE BEST INTEREST OF
THE CITY; AND APPROVING AND AUTHORIZING THE MAYOR AND CITY
CLERK TO EXECUTE A LEASE AGREEMENT, SUBSTANTIALLY IN THE FORM
ATTACHED TO THIS RESOLUTION, BETWEEN THE CITY AND COMMUNITY
AIDS RESOURCE, INC. (D/B/A/ CARE RESOURCE) (TENANT), FOR THE USE
OF APPROXIMATELY 1,926 SQUARE FEET OF CITY-OWNED PROPERTY,
LOCATED AT 1701 MERIDIAN AVENUE, SUITE 400, MIAMI BEACH, FLORIDA
(PREMISES), FOR A TERM OF TWO (2) YEARS, WITH ONE (1) RENEWAL
OPTION (AT CITY'S OPTION) FOR ONE (1) ADDITIONAL YEAR.
WHEREAS, on September 9, 2009, the Mayor and City Commission adopted Resolution No.
2009-27187 approving a lease agreement between the City and Klara Gershman M.D. PA, for the
use of approximately 1,926 square feet of City-owned property, located at 1701 Meridian Avenue,
Suite 400, Miami Beach, Florida, to be used for the sole purpose(s) of operating a medical clinic
and related services; and
WHEREAS, the lease contained an initial term of three (3) years, commencing October 1,
2009 and ending September 30, 2012, with one (1) renewal option for an additional three (3)
years; and
WHEREAS, on March 18, 2013, Klara Gershman M.D. PA exercised its sole renewal option
for a period of three (3) years, commencing October 1, 2012 and ending September 30, 2015 and,
simultaneously with said renewal, Klara Gershman M.D. PA assigned the lease to Community
Aids Resource, Inc. (d/b/a Care Resource) (Tenant); and
WHEREAS, on March 30, 2015, the City provided a courtesy notice to Tenant advising them
their lease was scheduled to expire on September 30, 2015 and, due to the City's internal office
space needs, the City did not intend to extend the term; and
WHEREAS, subsequent to said courtesy notice, Tenant requested the City reconsider its
position and extend the term of the lease due to the important public service Tenant provides to
the HIV and LGBT community; and
WHEREAS, upon further discussions, the Administration offered a new lease to Tenant, for an
initial term of one (1) year, commencing October 1, 2015 and ending September 30, 2016, with
one (1) renewal option (at City's option) for one (1) additional year; and
WHEREAS, the Administration submitted the agreed upon terms and conditions to the
Finance and Citywide Projects Commission Committee (FCWPC) at its October 5, 2015 meeting,
and the Administration recommended approving a new lease agreement with Tenant, containing
the following essential terms:
Size: Approximately 1,926 rentable square feet
Initial Term: One (1) year commencing October 1, 2015 and ending September 30,
2016.
Renewal Option: So long as Tenant has never been in an uncured default of the Lease, upon
providing Landlord written notice sixty (60) days prior to the expiration of the
Initial Term, Tenant shall have one (1) renewal option (at City's option) for a
period of one (1) year.
Base Rental Rate: $33.56 Triple Net, per rentable square foot, plus applicable sales tax.
Increases: The Base Rental Rate shall be increased by three percent (3%) for the
renewal term, if approved by the City Manager.
Security Deposit: Existing security deposit of$8,377.99.
Lease Basis: Triple Net - Tenant shall pay its proportionate share of the costs of common
area maintenance expenses and insurance (currently estimated at $6.90
PSF).
Construction Tenant shall accept the Premises in "as-is" condition.
Allowance:
WHEREAS, the FCWPC discussed approving a new Lease Agreement with Tenant, for a term
of one (1) year, with one (1) renewal option (at City's option), for one (1) additional year, as well as
the possibility of a longer initial term, and, without making a recommendation, directed the
Administration to submit the item to the City Commission for consideration and approval; and
WHEREAS, at the October 14, 2015 City Commission meeting, the Commission approved a
new lease agreement, for a term of two (2) years, with one (1) renewal option (at City's option) for
one (1) additional year.
NOW, THEREFORE, BE IT DULY RESOLVED THAT THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission,
following a duly advertised public hearing, hereby waive, by 5/7ths vote, the competitive bidding
requirement, finding such waiver to be in the best interest of the City; and approve and authorize
the Mayor and City Clerk to execute a lease agreement, substantially in the form attached to this
Resolution as Exhibit "A", between the City and Community AIDS Resource, Inc. (d/b/a Care
Resource) (Tenant), for the use of approximately 1,926 square feet of City-owned property, located
at 1701 Meridian Avenue, Suite 400, Miami Beach, Florida (Premises), for a term of two (2) years,
with one (1) renewal option (at City's option) for one (1) additional year.
PASSED and ADOPTED this /2/ day of pa 2015.
ATTEST: �'
-------)akefl..-- -,/--:.-- -1 1U•lv,►�
,et„e.-i/-
�" >
i..0_,/
Rafael E. Granado, City Ie.,, f``%tit Philip Le'' 1 Mayor
. \—:•• 1\ ..'•.:57 , /fit
C� , /,�¢" APPROVED AS TO
T:\AGENDA\2015\October\TCE e Care=Rd'ao •re --:4.urce 4+ 2 10-14-15 .docx FORM & LANGUAGE
t '-. Q' oR ( ) & F•7 EXECUT ON
r
t-7,5j,. A
•�,���r ... , City Attor '• D e 26TH 10 `17
-..-'< 2- AM Ai/
LEASE AGREEMENT
THIS LEASE AGREEMENT, made this day of ,2015,by
and between the CITY OF MIAMI BEACH, a Florida municipal corporation, (hereinafter
referred to as"City"or"Landlord"), and COMMUNITY AIDS RESOURCE, INC. (d/b/a Care
Resource), a Florida not-for-profit corporation, (hereinafter referred to as "Tenant").
1. Demised Premises.
The City, in consideration of the rentals hereinafter reserved to be paid and of the
covenants, conditions and agreements to be kept and performed by the Tenant,
hereby leases, lets and demises to the Tenant, and Tenant hereby leases and hires
from the City, those certain premises hereinafter referred to as the "Demised
Premises" and more fully described as follows:
Approximately 1,926 square feet of City-owned property (the
"Building"), located at 1701 Meridian Avenue, Suite 400(a.k.a. portion
of Unit 7), Miami Beach, Florida, 33139, and as more specifically
delineated in "Exhibit 1", attached hereto and incorporated herein.
2. Term.
2.1 Tenant shall be entitled to have and to hold the Demised Premises for an
initial term of two (2)years, commencing on the 1St day of October, 2015(the
"Commencement Date"), and ending on the 30th day of September, 2017.
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 1st day of October, and ending on the 30th day of
September.
2.2 Provided Tenant is in good standing and free from default(s) under Section
18 hereof, and upon written notice from Tenant, which notice shall be
submitted to the City Manager at least sixty (60) days prior:to the expiration
of the initial term, this Lease may be extended for one (1) additional one (1)
year renewal term. 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.
EXHIBIT
t
1 laml
3. Rent.
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 Sixty Four Thousand Six Hundred Thirty Six Dollars
and 56/100 ($64,636.56) per year, payable in monthly installments of
Five Thousand Three Hundred Eighty Six Dollars and 38/100
($5,386.38), 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 percent (3%) per year.
3.2 Additional Rent:
In addition to the Base Rent, as set forth in Section 3.1, Tenant shall also
pay the following Additional Rent as provided below:
3.2.1 Operating Expenses:
Tenant shall pay Nine Hundred Sixty Three Dollars and 00/100
($963.00) per month, for its proportionate share of "Operating
Expenses" which are defined as follows:
"Operating Expenses" shall mean the following costs and expenses
incurred in operating, repairing, and maintaining the Common
Facilities (as hereinafter defined) and shall include, without limitation,
electric service, water service to the Building, sewer service to the
Building, trash removal from the Building, costs incurred for gardening
and landscaping, repairing and maintaining elevator(s), painting,
janitorial services (except for areas within the Demised Premises),
lighting, cleaning, striping, policing, removing garbage and other
refuse and trash, removing ice and snow, repairing and maintaining
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.
Tenant agrees and understands that the costs incurred for Operating
Expenses may increase or decrease and, as such, Tenant's pro-rata
share of Operating Expenses shall increase or decrease accordingly.
3.2.2 Property Taxes:
The Property Tax Payment shall be payable by Tenant, in accordance
with Section 11 herein. The Property Tax Payment for Property Tax
Year 2009 is estimated at Zero Dollars ($0.00). Notwithstanding the
preceding sentence, the City makes no warranty or representation,
whether express or implied, that the Historic City Hall building, the
Land, and/or the Demised Premises will not be subject to ad valorem
(or other) taxes in subsequent years.
3.2.3 Insurance:
The Additional Rent shall also include Tenant's pro-rata share toward
estimated insurance costs incurred to insure the whole of the Building,
payable in monthly installments of One Hundred Forty Four Dollars
and 45/100 ($144.45). This insurance coverage is in addition to the
insurance required pursuant to Section 10,which shall be obtained at
Tenant's sole expense and responsibility.
3.3 Sales Taxes:
Concurrent with the payment of the Base Rent and Additional Rent as
provide herein, Tenant shall also pay any and all sums for all applicable
tax(es), including without limitation, sales and use taxes and Property Taxes,
imposed, levied or assessed against the Demised Premises, or any other
charge or payment required by any governmental authority having jurisdiction
there over, even though the taxing statute or ordinance may purport to
impose such tax against the City.
3.4 Enforcement.
Tenant agrees to pay the Base Rent, Additional Rent, and any other
amounts as may be due and payable by Tenant under this Agreement, at the
time and in the manner provided herein, and should said rents and/or other
additional amounts due herein provided, at any time remain due and unpaid
for a period of fifteen (15) days after the same shall become due, the City
may exercise any or all options available to it hereunder, which options may
be exercised concurrently or separately, or the City may pursue any other
remedies enforced by law.
3
1
4. Location for Payments.
All rents or other payments due hereunder shall be paid to the City at the following
address:
City of Miami Beach
Revenue Manager
1700 Convention Center Drive, 3rd 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, the use of no more than
four(4) parking spaces, if available, at Municipal Parking Garage G2 located on 17th
Street and Meridian Court. Rates for said spaces are subject to change, and are
currently One Hundred and 00/100 Dollars ($100.00) Dollars per month, plus
applicable sales and use tax per,space.
6. Security Deposit.
Upon execution of this Agreement Tenant shall furnish the City with a Security
Deposit, in the amount of Eight Thousand Three Hundred Seventy Seven Dollars
and 99/100 ($8,377.99). Said Security Deposit shall serve to secure Tenant's
performance in accordance with the provisions of this Agreement. In the event
Tenant fails to perform in accordance with said provisions, the City may retain said
Security Deposit, as well as pursue any and all other legal remedies provided
herein, or as may be provided by applicable law.
The parties agree and acknowledge that the foregoing condition is intended to be a
condition subsequent to the City's approval of this Agreement. Accordingly, in the
event that Tenant does not satisfy the aforestated, then the City Manager or his
designee may immediately, without further demand or notice, terminate this
Agreement without being prejudiced as to any remedies which may be available to
him for breach of contract.
7. Use and Possession of Demised Premises.
7.1 The Demised Premises shall be used by the Tenant solely for the purpose(s)
of operating a medical clinic and related services. Said Premises shall be
open for operation a minimum of five (5) days a week, with normal hours of
operation being as follows:
Monday - Friday: 9:00 AM to 5:00 PM
Tenant shall not otherwise modify the days or hours of operation without the
prior written approval of the City Manager. Nothing herein contained shall be
construed to authorize hours contrary to the laws governing such operations.
4
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 by law, ordinance or government regulation,
or that may be dangerous to life, limb or property. Tenant may not commit
(nor permit) waste on the Demised Premises; nor permit the use of the
Demised Premises for any illegal purposes; nor commit a nuisance on the
Demised Premises. In the event that the Tenant uses the Demised Premises
(or otherwise allows the Demised Premises to be used) for any purpose(s)
not expressly permitted herein, or permits and/or allows any prohibited use(s)
as provided herein, then the City may declare this Agreement in default
pursuant to Section 18 or, without notice to Tenant, restrain such improper
use by injunction or other legal action.
8. Improvements.
8.1 Tenant accepts the Demised Premises in their present "AS IS" condition
and may construct or cause to be constructed, such interior and exterior
improvements and maintenance to the Demised Premises, as reasonably
necessary for it to carry on its permitted use(s), as set forth in Section 7;
provided, however, that any plans for such improvements shall be first
submitted to the City Manager for his prior written consent, which consent, if
granted at all, shall be at the City Manager's sole and absolute discretion.
Additionally, any and all approved improvements shall be made at Tenant's
sole expense and responsibility. All permanent (fixed) improvements to the
Demised Premises shall remain the property of the City upon termination
and/or expiration of this Agreement. Upon termination and/or expiration of
this Agreement, all personal property and non-permanent trade fixtures may
be removed by the Tenant from the Demised Premises, provided that they
can be (and are) removed without damage to the Demised Premises. Tenant
will permit no liens to attach to the Demised Premises arising from,
connected with, or related to the design and construction of any
improvements. Moreover, such construction shall be accomplished through
the use of licensed, reputable contractors who are acceptable to the City.
Any and all permits and or licenses required for the installation of
improvements shall be the sole cost and responsibility of Tenant.
8.2 Notwithstanding Subsection 8.1, upon termination and/or expiration of this
Agreement, and at City's sole option and discretion, any or all alterations or
additions made by Tenant to or in the Demised Premises shall, upon written
demand by the City Manager, be promptly removed by Tenant, at its
expense and responsibility, and Tenant further hereby agrees, in such event,
to restore the Demised Premises to their original condition prior to the
Commencement Date of this Agreement.
8.3 The above requirements for submission of plans and the use of specific
contractors shall not apply to improvements(which term, for purposes of this
Subsection 8.3 only, shall also include improvements as necessary for
5
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.
9. City's Right of Entry.
9.1 The City Manager, and/or his authorized representatives, shall have the right
to enter upon the Demised Premises at all reasonable times for the purpose
of inspecting same; preventing waste; making such repairs as the City may
consider necessary; and for the purpose of preventing fire, theft or
vandalism. The City agrees that, whenever reasonably possible, it shall use
reasonable efforts to provide notice (whether written or verbal), unless the
need to enter the Demised Premises is an emergency, as deemed by the
City Manager, in his sole discretion, which if not immediately addressed
could cause property damage, loss of life or limb, or other injury to persons.
Nothing herein shall imply any duty on the part of the City to do any work that
under any provisions of this Agreement the Tenant may be required to
perform, and the performance thereof by the City shall not constitute a
waiver of the Tenant's default.
9.2 If the Tenant shall not be personally present to open and permit entry into
the Demised Premises at any time, for any reason, and any entry thereon
shall be necessary or permissible, the City Manager, and/or 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
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 the following insurance
coverages have been reviewed and approved by the City's Risk Manager:
10.1.1 Comprehensive General Liability, in the minimum amount of One
Million ($1,000,000) Dollars (subject to adjustment for inflation) per
occurrence for bodily injury and property damage. The City of Miami
Beach must be named as an additional insured on this policy.
10.1.2 Workers Compensation and Employers Liability coverage in
accordance with Florida statutory requirements.
6
10.1.3 All-Risk property and casualty insurance, written at a minimum of
eighty(80%) percent of replacement cost value and with replacement
cost endorsement, covering all leasehold improvements installed in
the Demised Premises by or on behalf of Tenant and including
without limitation 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).
10.2 Proof of these coverages must be provided by submitting original certificates
of insurance to the City's Risk Manager and Asset Manager respectively. All
policies must provide thirty(30)days written notice of cancellation to both the
City's Risk Manager and Asset Manager (to be submitted to the addresses
set forth in Section 27 hereof). All insurance policies shall be issued by
companies authorized to do business under the laws of the State of Florida
and must have a rating of B+:VI or better per A.M. Best's Key Rating Guide,
latest edition, and certificates are subject to the approval of the City's Risk
Manager.
11. Property Taxes and Assessments.
For the purposes of this Section and other provisions of this Agreement:
11.1 The term "Property Taxes" shall mean (i) real estate taxes, assessments,
and special assessments of any kind which may be imposed upon the
Demised Premises, and (ii) any expenses incurred by the City in obtaining a
reduction of 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 Tenant shall pay, as Additional Rent pursuant to Section 3.2, for such
Property Tax Year an amount ("Property Tax Payment") equal to Tenant's
pro-rata share of Property Taxes (if any) for such Property Tax Year; said
pro-rata share to be determined by the City based upon the ratio of the
Demised Premises to the tax lot. If a Property Tax Year ends after the
expiration or termination of the term of this Agreement, the Property Tax
Payment therefore shall be prorated to correspond to that portion of such
Property Tax Year occurring within the term of this Agreement. The Property
Tax Payment shall be payable by Tenant immediately upon receipt of notice
from the City. A copy of the tax bill(s) or other evidence of such taxes issued
by the taxing authorities, together with the City's computation of the Property
Tax Payment, will be made available to Tenant once received from the taxing
authorities, if requested by Tenant. Tenant shall pay any difference in the
amount between the estimated property taxes and the actual property taxes
to the City immediately, upon receipt of request for said payment from the
City. Notwithstanding anything to the contrary in this Lease, if the Demised
Premises is assessed real estate taxes, solely as a result of Tenant's use of
the premises, Tenant shall be solely responsible for the total real estate tax
assessment.
7
12. Assignment and Subletting.
Tenant shall not have the right to assign or sublet the Demised Premises, in whole
or in part, without the prior written consent of the City Manager, which consent, if
granted at all shall be at the City Manager's sole and absolute discretion. Such
written consent is not a matter of right and the City is not obligated to give such
consent. If granted as provided herein, the making of any assignment or sublease
will not release Tenant from any of its obligations under this Agreement.
13. Operation, Maintenance and Repair.
13.1 Tenant shall be solely responsible for the operation, maintenance and repair
of the Demised Premises. Tenant shall, at its sole expense and
responsibility, maintain the Demised Premises, and all fixtures and
appurtenances 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 all windows
and doors, as well as immediate replacement of any and all plate glass or
other glass in the Demised Premises which may become broken, using glass
of the same or better 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)
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 and/or willful misconduct of
the City, shall be the sole obligation of Tenant, and shall be repaired,
restored or replaced promptly by Tenant, at its sole expense and to the
satisfaction of the City.
13.3 All of the aforesaid repairs, restorations and replacements shall be in quality
and class equal to or better than the original work or installations and shall
be done in good and workmanlike manner.
13.4 If Tenant fails to make such repairs or restorations or replacements, the
same may be made by the City, at the expense of Tenant, and all sums
spent and expenses incurred by the City shall be collectable by the City and
shall be paid by Tenant within three (3) days after submittal of a bill or
statement therefore.
8
13.5 It shall be Tenant's sole obligation and responsibility to insure that any
renovations, repairs and/or improvements made by Tenant to the Demised
Premises comply with all applicable building codes and life safety codes of
governmental authorities having jurisdiction.
13.6 Tenant Responsibilities for Utilities(not included within Operating Expenses).
Tenant is solely responsible for, and shall promptly pay when due, all
charges and impact fees for any and all utilities for the Demised Premises
NOT included as an Operating Expense (pursuant to Subsection 3.2.1).
In addition to other rights and remedies hereinafter reserved to the City, upon
the failure of Tenant to pay for such utility services (as contemplated in this
Subsection 13.6) when due, the City may elect, at its sole discretion, to pay
same, whereby Tenant agrees to promptly reimburse the City upon demand.
In no event, however, shall the City be liable, whether to Tenant or to third
parties, for an interruption or 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,
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, laborers, or materialman'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, or sub-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 City reasonable security as may be demanded by the City to insure
payment thereof and prevent sale, foreclosure, or forfeiture of the Premises or
improvements by reasons of such non-payment. Such security need not exceed one
and one half(1%) 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 the City, or
9
Tenant may "bond off' the lien according to statutory procedures. Tenant will
immediately pay any judgment rendered with all proper costs and charges and shall
have such lien released or judgment satisfied at Tenant's own expense.
16. Intentionally Omitted.
17. Condemnation.
17.1 If at any time during the Term of this Agreement(including any renewal term
hereunder) all or any part or portion of the Demised Premises is taken,
appropriated, or condemned by reason of Eminent Domain proceedings,
then this Agreement 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
Agreement or anything contained therein, except that any rent prepaid
beyond the 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
by reasons of the condemnation and for or on account of any cost or loss
which Tenant might incur in removing Tenant's furniture and fixtures.
18. Default.
18.1 Default by Tenant:
At the City's option, any of the following shall constitute an Event of Default
under this Agreement:
18.1.1 The Base Rent, Additional Rent, or any other amounts as may be due
and payable by Tenant under this Agreement, or any installment
thereof, is not paid promptly when and where due within fifteen (15)
days of due date, and Tenant shall not have cured such failure within
five (5) days after receipt of written notice from the City specifying
such default;
18.1.2 The Demised Premises shall be deserted, abandoned, or vacated;
18.1.3 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 within thirty (30) days after the receipt of written
notice from the City specifying any such default; or such longer period
of time acceptable to the City, at its sole discretion;
10
18.1.4 Receipt of notice of violation from any governmental authority having
jurisdiction dealing with a law, code, regulation, ordinance or the like,
which remains uncured for a period of thirty (30) days from its
issuance, or such longer period of time as may be acceptable and
approved in writing by the City Manager, at his sole discretion;
18.1.5 Any petition is filed by or against Tenant under any section or chapter
of the Bankruptcy Act, as amended, which remains pending for more
than sixty (60) days, or any other proceedings now or hereafter
authorized by the laws of the United States or of any state for the
purpose of discharging or extending the time for payment of debts;
18.1.6 Tenant shall become insolvent;
18.1.7 Tenant 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
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
without further notice, and without prejudice to
do so the City may, p 1
Y Y�
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 or any claim for damages
therefore, and Tenant agrees to indemnify and hold harmless the City
for all loss and damage which the City may suffer by reasons of such
Agreement termination,whether through inability to re-let the Demised
Premises, or otherwise.
19.1.2 Declare the entire amount of the Base Rent and Additional Rent
which would become due and payable during the remainder of the
term of this Agreement to be due and payable immediately, in which
event Tenant agrees to pay the same at once, together with all rents
therefore due, at the address of the City, as provided in the Notices
section of this Agreement; provided, however, that such payment
shall not constitute a penalty, forfeiture, or liquidated damage, but
shall merely constitute payment in advance of the rents for the
remainder of said term and such payment shall be considered,
11
construed and taken to be a debt provable in bankruptcy or
receivership.
19.1.3 Enter the Demised Premises as the agent of Tenant, by force if
necessary, without being liable to prosecution or any claim for
damages therefore; remove Tenant's property there from; and re-let
the Demised Premises, or portions thereof, for such terms and upon
such conditions which the City deems, in its sole discretion, desirable,
and to receive the rents therefore, and Tenant shall pay the City any
deficiency that may arise by reason of such re-letting, on demand at
any time and from time to time at the office of the City; and for the
purpose of re-letting, the City may (i) make any repairs, changes,
alterations or additions in or to said Demised Premises that may be
necessary or convenient; (ii) pay all costs and expenses therefore
from rents resulting from re-letting; and (iii) Tenant shall pay the City
any deficiency as aforesaid.
19.1.4 Take possession of any personal property owned by Tenant on said
Demised Premises and sell the same at public or private sale, and
apply same to the'payment of rent due, holding Tenant liable for the
deficiency, if any.
19.1.5 It is expressly agreed and understood by and between the parties
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
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. No
interest will be charged for payments made within the grace period,
such grace period to be defined as within five (5) days from the due
date. In addition, there will be a late charge of Fifty ($50.00) Dollars
for any payments submitted after the grace period.
19.1.6 If Tenant shall default in making any payment of monies, to any
person or for any purpose as may be required hereunder, the City
may pay such expense but the City shall not be obligated to do so.
Tenant, upon the City's paying such expense, shall be obligated to
forthwith reimburse the City for the amount thereof.All sums of money
payable by Tenant to the City hereunder shall be deemed as rent for
use of the Demised Premises and collectable by the City from Tenant
as rent, and shall be due from Tenant to the City on the first day of
the month following the payment of the expense by the City.
19.1.7 The rights of the City under this Agreement shall be cumulative but
not restrictive to those given by law and failure on the part of the City
to exercise promptly any rights given hereunder shall not operate to
waive or to forfeit any of the said rights.
12
19.2 Default by City:
The failure of the City to perform any of the covenants, conditions and
agreements of this Agreement which are to be performed by the City and the
continuance of such failure for a period of thirty(30)days after notice thereof
in writing from Tenant to the City (which notice shall specify the respects in
which Tenant contends that the City failed to perform any such covenant,
conditions and agreements) shall constitute a default by the City, unless
such default is one which cannot be cured within thirty (30) days because of
circumstances beyond the City's control, and the City within such thirty (30)
day period shall have commenced and thereafter shall continue diligently to
prosecute all actions necessary to cure such defaults.
However, in the event the City 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 Tenant, then such failure to perform (regardless of circumstances beyond
its control) as indicated above, shall constitute a default by the City.
19.3 Tenant's Rights 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.
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 would constitute a lien on said
premises and property.
20.2 If Tenant shall at any time be in default hereunder, and if the City shall deem
it necessary to engage an attorney to enforce the City's rights and Tenant's
obligations hereunder, Tenant will reimburse the City for the reasonable
expenses incurred thereby, including, but not limited to, court costs and
reasonable attorney's fees, whether suit be brought or not and if suit be
brought, then Tenant shall be liable for expenses incurred at both the trial
and appellate levels.
13
21. Indemnification Against Claims.
21.1 Tenant shall indemnify and save the City harmless from and against any and
all claims or causes of action (whether groundless or otherwise) by or on
behalf of any person, firm, or corporation, for personal injury or property
damage occurring upon the Demised Premises or upon any other land or
other facility or appurtenance used in connection with the Demised
Premises, occasioned in whole or in part by any of the following:
21.1.1 An act or omission on the part of Tenant, or any employee, agent,
contractor, invitee, guest, assignee, sub-tenant or subcontractor of
Tenant;
21.1.2 Any misuse, neglect, or unlawful use of the Demised Premises by
Tenant, or any employee, agent, contractor, invitee, guest, assignee,
bbor Tenant;
21.1.3 Any su breach-tenant or, violationsucnt,actor or non-performof ance of any undertaking of
Tenant 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,
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 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 City shall be and hereby is entirely freed and relieved of all covenants
and obligations of the City 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 City hereunder.
24. Damage to the Demised Premises.
24.1 If the Demised Premises shall be damaged by the elements or other casualty
14
not due to Tenant's negligence, or by fire, but are not thereby rendered
untenantable, as determined by the City Manager, in his sole discretion, in
whole or in part, and such damage is covered by the City's insurance, if any,
(hereinafter referred to as "such occurrence"), the City, shall, as soon as
possible after such occurrence, utilize the insurance proceeds to cause such
damage to be repaired and the Rent (Base Rent and Additional Rent) shall
reason of such occurrence,be abated. If by ea , the Demised Premises shall
be rendered untenantable, as determined by the City Manager, in his sole
discretion, only in part, the City 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, that the City shall promptly obtain
a good faith estimate of the time required to render the Demised Premises
tenantable and if such time exceeds sixty. (60) days, either party shall have
the option of canceling this Agreement.
24.2 If the Demised Premises shall be rendered wholly untenantable by reason of
such occurrence, the City shall have the option, but not the obligation, in its
sole discretion, to utilize the insurance proceeds to cause such damage to be
repaired and the Rent meanwhile shall be abated. However, the City shall
have the right, to be exercised by notice in writing delivered to Tenant within
sixty (60) days from and after said occurrence, to elect not to reconstruct the
destroyed Demised Premises, and in such event, this Agreement and the
tenancy hereby created shall cease as of the date of 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.
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 Premises and shall not be
evicted or disturbed in possession of the Demised Premises so long as Tenant
complies with the terms of this Agreement.
26. Waiver.
26.1 It is mutually covenanted and agreed by and between the parties hereto that
the failure of the City to insist upon the strict performance of any of the
conditions, covenants, terms or provisions of this Agreement, or to exercise
any option herein conferred, will not be considered or construed as a waiver
or relinquishment for the future of any such conditions, covenants, terms,
15
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
the City 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 for the time and in the manner specifically stated.
26.3 The receipt of any sum paid by Tenant to the City 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 the City.
27. 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: Asset Manager
City of Miami Beach
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.
28. Entire and Binding Agreement.
This Agreement contains all of the agreements between the parties hereto, and it
may not be modified in any manner 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 the City
and Tenant and their respective successors and assigns, except as may be
otherwise expressly provided in this Agreement.
29. Provisions Severable.
If any term or provision of this Agreement or the application thereof to any person or
circumstance shall, to any extent, be invalid or unenforceable, the remainder of this
Agreement, or the application of such term or provision to persons or circumstances
16
other than those as to which it is held invalid or unenforceable, shall not be affected
thereby and each term and provision of this Agreement shall be valid and be
enforced to the fullest extent permitted by law.
30. Captions.
The captions contained herein are for the convenience and reference only and shall
not be deemed a part of this Agreement or construed as in any manner limiting or
amplifying the terms and provisions of this Agreement to which they relate.
31. Number and Gender.
Whenever used herein, the singular number shall include the plural and the plural
shall include the singular, and the use of one gender shall include all genders.
32. Limitation of Liability.
The City desires to enter into this Agreement only if in so doing the City can place a
limit on the City's liability for any cause of action for money damages due to an
alleged breach 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
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 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, together with all structural changes, alterations, additions, and improvements
which may have been made upon the Demised Premises, in good order, condition
and repair, reasonable wear and tear excepted, subject, however, to the
subsequent provisions of this Section.Any property which pursuant to the provisions
of this Section is removable by Tenant on or at the Demised Premises upon the
termination of this Agreement and is not so removed may, at the option of the City,
be deemed abandoned by Tenant, and either may be retained by the City as its
property or may be removed and disposed of at the sole cost of the Tenant in such
manner as the City may see fit. If the Demised Premises and personal property, if
any, be not surrendered at the end of the Term as provided in this Section, Tenant
shall make good the City all damages which the City shall suffer by reason thereof,
and shall indemnify and hold harmless the City against all claims made by any
17
succeeding tenant or purchaser, so far as such delay is occasioned by the failure of
Tenant to surrender the Demised Premises as and when herein required.
34. Time is of the Essence.
Time is of the essence in every particular and particularly where the obligation to
pay money is involved.
35. Venue:
This Agreement shall be deemed to have been made and shall be construed and
interpreted in accordance with the laws of the State of Florida. This Agreement shall
be enforceable in Miami-Dade County, Florida, and if legal action is necessary by
either party with respect to the enforcement of any and all the terms or conditions
herein, exclusive venue for the enforcement of same shall lie in Miami-Dade
County, Florida.
CITY AND TENANT 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
have been found in buildings in Florida. Additional information regarding Radon and
Radon testing may be obtained from your County Public Health Unit.
37. 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 or materials found within
the Demised Premises shall be immediately removed.
Tenant shall indemnify and hold the City harmless from any loss, damage, cost, or
expense of the City, including, without limitation, reasonable attorney's fees,
incurred as a result of, arising from, or connected with the placement by Tenant of
any "hazardous substance" or "petroleum products" on, in or upon the Demised
Premises as those terms are defined by applicable Federal and State Statute, or
any environmental rules and environmental regulations promulgated thereunder.
The provisions of this Section 37 shall survive the termination or earlier expiration of
this Agreement.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
18
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
Rafael E. Granado, City Clerk Philip Levine, Mayor
APPROVED AS
Signature FORM & LANGU AGE
&FOR EXECUT •N
Print Name :t �- �/
/ . ttorney ! - i't:
/
Attest: COMMUNI AIDS RESO RCE, INC.
Signature / Corporate Secretary Rick Siclari, Jr., CEO
Print Name
Signature
Print Name
CORPORATE SEAL
(affix seal here)
T:\AGENDA\2015\October\TCED\Care Resource\Care Resource Lease Agreement(Final 10-14-15).doc
19
EXHIBIT 1
Demised Premises •
-r) dI 1 1 1 I o ri
n D
! LA
gi 6 61
\) %-fir
ma
_ 1 II
1 (Z.) a
DEMISED wwnnG
PREMISES AREA 1,926 SQ.Ff. ;;\ \`
OFFICE\ \ / --.\
RECE\\ lu
'•\ WORN AREA
7111 7
OFFIC\ \ N . ,..7
I--
\
RRIDO\
\,. .Nti \-
OFFICE I N. \ . -
,r.______l_
\ FILES
\ \ -7_,,/
L, _
OFFICE\
\ ,� \ I
--\ STORAG\
, I I
r
�„
`` _ /STORAG
OFF\ T
j \
N. \.„` N. OFFICE i 'II't' 1
OFFICE \ ./L�WW1 N
JI -k '-' } L'I LJ
k CIT' or MIAMI a_ACII
° ° F'ItOPLI:I Y MANAULtv1_N I Lla
/�
C 1701 MERIDIAN AVENUE,SUITE 400,MIAMI BEACH,FL 33139 1,15 uiF.FIGAN.FP1OF
MIAMI FEAC,FL 33139
(305)t73-7530
71
20
COMMISSION ITEM SUMMARY
Condensed Title:
A Resolution Of The Mayor And City Commission, Following A Duly Advertised Public Hearing, And Waiving By 5/7ths
Vote, The Competitive Bidding Requirement, Finding Such Waiver To Be In The Best Interest Of The City; And Approving
And Authorizing The Mayor And City Clerk To Execute A New Lease Agreement, Between The City And Community AIDS
Resource, Inc. (d/b/a Care Resource) (Tenant), For The Use Of Approximately 1,926 Square Feet Of City-Owned Property
Located At 1701 Meridian Avenue, Suite 400, Miami Beach, Florida, For A Term Of One (1) Year, With One (1) Renewal
Option (At City's Option)For An Additional One(1)Year.
Key Intended Outcome Supported:
N/A
Supporting Data(Surveys, Environmental Scan,etc.):
N/A
Item Summary/Recommendation:
The City of Miami Beach and Klara Gershman M.D. PA, were parties to a lease dated September 9, 2009 for the use of
approximately 1,926 square feet of City-owned property, located at 1701 Meridian Avenue, Suite 400, Miami Beach,
Florida,to be used for the sole purpose(s)of operating a medical clinic and related services.
The lease contained an initial term of three (3)years, commencing October 1, 2009 and ending September 30, 2012,with
one (1) renewal option for an additional three (3)years. On March 18, 2013, Klara Gershman M.D. PA exercised its sole
renewal option for a period of three (3) years, commencing October 1, 2012 and ending September 30, 2015.
Simultaneously with said renewal, Klara Gershman M.D. PA assigned the lease to Community Aids Resource, Inc. (d/b/a
Care Resource),a Florida not-for-profit corporation, (Tenant).
On March 30, 2015, the City provided a courtesy notice to Tenant advising them their lease was scheduled to expire on
September 30,2015 and,due to the City's internal office space needs,the City did not intend to extend the term.
Subsequent to said Courtesy Notice, Tenant requested the City reconsider its position and extend the term of the lease
due to the important public service Tenant provides to the HIV and LGBT community. Upon further discussions, the
Administration negotiated a new lease for an initial term of one (1) year, commencing October 1, 2015 and ending
September 30, 2016, with one (1) renewal option (at City's option) for one (1) additional year. The additional time will
allow Tenant sufficient time to find alternate office space and relocate.
The proposed new lease includes a three percent(3%) increase in the base rent. Accordingly,the base rent is$33.56 per
square foot, on a triple net basis. Additionally, the operating expenses are $6.90 PSF, which consist of $6.00 PSF for
common area maintenance expenses and$0.90 PSF for insurance.
Tenant shall accept the Premises in "as-is" condition and the existing security deposit of$8,377.99 shall transfer to the
new lease. There are no brokerage commissions due for this transaction.
The Administration recommends that the City Commission adopt the recommendation of the FCWPC from its October 5,
2015 meeting,and approve a new lease agreement,subject to final review and approval by the City Attorney's Office.
Advisory Board Recommendation:
The Administration submitted the agreed upon terms and conditions to the Finance and Citywide Projects Committee
(FCWPC) at its October 5, 2015 meeting, and the FCWPC discussed approving a new lease agreement with Tenant,for a
period of one (1) year, with one (1) renewal option (at City's option) for one (1) additional year. At Tenant's request, the
FCWPC also discussed agreeing to a longer initial term and recommended that the matter be referred to the City
Commission for consideration and approval.
Financial Information:
Amount Account
Source of Funds: 1 N/A
Financial Impact Summary: The Base Rental Rate is $33.56 PSF, plus Operating Expenses of $6.90 PSF. Over the
initial one(1)year term of the lease,the aggregate Base Rent amounts to$64,637 and Operating Expenses are projected
at$13,289.
City Clerk's Office Legislative Tracking:
Max Sklar, ext.6116
Sign-Offs:
Departmen P ect• Assistant City Manager City
MAS KGB JL! 1
T:\AGENDA\2015\October\' _ D\Care Resource\Care Resource SUM(10-14-15).docx I
in AA AmIBEAc H i
! AGENDA ITEM Rig
DATE 10-11/
MIAMIBEACH
City of Miami Beach, 1700 Convention Center Drive,Miami Beach, Florida 33139,www.miamibeachfl.gov
COMMISSION M MORANDUM
TO: Mayor Philip Levine and Members,4f the City II` ommission
FROM: Jimmy L. Morales, City Manager — - ,
DATE: October 14, 2015
SUBJECT: A RESOLUTION OF THE MAYO I- AND CITY COMMISSION
OF THE CITY OF MIAMI BEACH, FLORIDA, FOLLOWING
A DULY ADVERTISED PUBLIC HEARING, AND WAIVING,
BY 5/7TH VOTE, THE COMPETITIVE BIDDING
REQUIREMENT, FINDING SUCH WAIVER TO BE IN THE
BEST INTEREST OF THE CITY; AND APPROVING AND
AUTHORIZING THE MAYOR AND CITY CLERK TO
EXECUTE A LEASE AGREEMENT, SUBSTANTIALLY IN
THE FORM ATTACHED TO THIS RESOLUTION,
BETWEEN THE CITY AND COMMUNITY AIDS
RESOURCE, INC. (D/B/A/ CARE RESOURCE) (TENANT),
FOR THE USE OF APPROXIMATELY 1,926 SQUARE
FEET OF CITY-OWNED PROPERTY, LOCATED AT 1701
MERIDIAN AVENUE, SUITE 400, MIAMI BEACH, FLORIDA
(PREMISES), FOR A TERM OF ONE (1) YEAR, WITH ONE
(1) RENEWAL OPTION (AT CITY'S OPTION) FOR ONE (1)
ADDITIONAL YEAR.
ADMINISTRATION RECOMMENDATION
Adopt the Resolution.
BACKGROUND
On September 9, 2009, the Mayor and City Commission adopted Resolution No. 2009-
27187 approving a lease agreement between the City and Klara Gershman M.D. PA, for
the use of approximately 1,926 square feet of City-owned property, located at 1701
Meridian Avenue, Suite 400, Miami Beach, Florida, to be used for the sole purpose(s) of
operating a medical clinic and related services. The lease contained an initial term
of three (3) years, commencing October 1, 2009 and ending September 30, 2012, with
one (1) renewal option for an additional three (3) years.
On March 18, 2013, Klara Gershman M.D. PA exercised its sole renewal option for a
period of three (3) years, commencing October 1, 2012 and ending September 30, 2015.
Simultaneously with said renewal, Klara Gershman M.D. PA assigned the lease to
Commission Memorandum
Community AIDS Resource, Inc. -New Lease Agreement
October 14, 2015
Page 2 of 3
Community Aids Resource, Inc. (d/b/a Care Resource), a Florida not-for-profit
corporation, (Tenant).
ANALYSIS
On March 30, 2015, the City provided a courtesy notice to Tenant, attached hereto as
Exhibit A (Courtesy Notice), advising them their lease was scheduled to expire on
September 30, 2015 and, due to the City's internal office space needs, the City did not
intend to extend the term. For example, the recently formed Transportation Department
is currently occupying space in the Public Works Department. This has restricted space
utilization for Public Works and does not provide an ideal work environment for the
Transportation Department staff. Additionally, the Code Compliance and Housing and
Community Development Department both occupy space in the 555 17th Street building
that will be demolished if the Convention Center Hotel project is approved by referendum
in November.
Rather than incurring new costs for renting office space for City departments we are
looking at recapturing office space that is currently leased to private tenants in City
owned buildings. Care Resource (Tenant) is the only private office tenant in the 1701
Meridian Avenue office building, as all other offices are currently occupied by City
departments or quasi-city entities such as the Miami Beach Visitor and Convention
Authority (MBVCA) and State Representative Richardson. It makes sense to recapture
this space for City use since it is on the City Hall campus instead of paying rent for
private office space. It is also important to note that the Administration expects office
rents in the immediate area of City Hall to increase after the Convention Center
renovation is completed, which could increase the expense for the City to rent private
office space.
Subsequent to said Courtesy Notice, Tenant requested the City reconsider its position
and extend the term of the lease due to the important public service Tenant provides to
the HIV and LGBT community. Upon further discussions, the Administration negotiated
a new lease for an initial term of one (1) year, commencing October 1, 2015 and ending
September 30, 2016, with one (1) renewal option (at City's option) for one (1) additional
year. The additional time will allow Tenant sufficient time to find alternate office space
and relocate.
Under the current Lease, Tenant is paying an annual base rent of $32.58 per square
foot, on a triple net basis. Additionally, Tenant pays $6.90 PSF for operating expenses
which consist of $6.00 PSF for common area maintenance expenses and $0.90 PSF for
insurance.
The proposed new lease includes a three percent (3%) increase in the base rent.
Accordingly, the base rent is $33.56 per square foot, on a triple net basis. Additionally,
the operating expenses are $6.90 PSF, which consist of $6.00 PSF for common area
maintenance expenses and $0.90 PSF for insurance.
The basic terms and conditions of the new lease are as follows:
Size: Approximately 1,926 rentable square feet
Commission Memorandum
Community AIDS Resource, Inc. -New Lease Agreement
October 14, 2015
Page 3 of 3
Initial Term: One (1) year commencing October 1, 2015 and ending September
30, 2016.
Renewal Option: So long as Tenant has never been in an uncured default of the
Lease, upon providing Landlord sixty (60) days prior written
notice, Tenant shall have one (1) renewal option (at City's option)
for a period of one (1) year.
Base Rental Rate: $33.56 PSF Triple Net, plus applicable sales tax.
Increases: The Base Rental Rate shall be increased by three percent (3%)
for the renewal term, if approved by the City Manager.
Security Deposit: Existing security deposit of$8,377.99.
Lease Basis: Triple Net - Tenant shall pay its proportionate share of the costs of
common area maintenance expenses and insurance (currently
estimated at $6.90 PSF).
Construction Tenant shall accept the Premises in "as-is" condition.
Allowance:
FINANCE AND CITYWIDE PROJECTS COMMITTEE
At the October 5, 2015 Finance and Citywide Projects Committee (FCWPC) meeting,
the Administration presented the terms and conditions set forth above. At the meeting,
Tenant requested a longer initial term than the one (1) year term proposed by the
Administration. The FCWPC discussed approving a new Lease Agreement with Tenant,
for a term of one (1) year, with one (1) renewal option (at City's option) for one (1)
additional year. The FCWPC also discussed agreeing to a longer initial term and
recommended that the matter be referred to the City Commission for consideration and
approval.
CONCLUSION AND RECOMMENDATION
The Administration recommends in favor of executing a new lease agreement with
Community Aids Resource, Inc. (d/b/a Care Resource), in accordance with the above
stipulated terms and conditions, for an term of one (1) year, with one (1) renewal option
(at City's op i,n) for one (1) additional year.
JLM/KGB/ , • /M
Exhibits:
A Courtesy Notice
T:WGENDA\2015\October\TCED\Care Resource\Care Resource MEMO(10-14-15).docx
Exhibit A
/11110.11111, 41111.11111k,
1915•2015-
MIAMI B AC H
City of Miami Beach, 1700 Convention Center Drive,Miami Beach, FL 33139,www.miamibeachfl.gov
TOURISM,CULTURE AND ECONOMIC DEVELOPMENT DEPARTMENT
Office of Real Estate
Tel:305-673-7193/Fax:786-394-4539.
March 30, 2015
Mr. Rick Siclari Via Certified Mail
CEO Return Receipt Requested
Community AIDS Resource, Inc. No.70051820000711157311
3510 Biscayne Boulevard, Suite 300
Miami, Florida 33137
Re: Lease Agreement by and between the City of Miami Beach (the "Landlord") and
Community Aids Resource, Inc. d/b/a Care Resource (the "Tenant"), dated
September 9, 2009 (the "Lease Agreement"), as amended by the First Amendment
to Lease Agreement, dated March 18, 2013 (the "First Amendment),for City-owned
property located at 1701 Meridian Avenue, Suite 400, Miami Beach, Florida 33139
(the "Demised Premises")
Dear Rick,
Please be advised, the above referenced Lease Agreement is scheduled to expire on September
30, 2015. This letter shall serve as a courtesy notice that the City does not intend to extend the
term of the Lease Agreement beyond September 30, 2015 due to our need to utilize the space for
internal purposes.
Accordingly, please make arrangements to vacate the Demised Premises no later than
September 30, 2015.
We appreciate your tenancy over the years and apologize for any inconvenience this may cause.
Please let me know if you have any questions or if I can provide you with any additional
information. I may be reached at(305)673-7000 ext. 6443.
Sincerely,
j#44. • •
Mark M. Milisits, RPA
Asset Manager
F:\RHCD\$ALLIECON\$ALLWSSET1777-17th Street\Gershman\Non-Renewal Letter(3-20-15).docx
We are committed to providing excellent c ub/ic service and safe,:to all who live;work and ploy in our vibrant,tropical,hisrotic carnrnuni;..
LEASE AGREEMENT
THIS LEASE AGREEMENT, made this day of ,2015,13y
and between the CITY OF MIAMI BEACH, a Florida municipal corporation, (hereinafter
referred to as"City"or"Landlord"), and COMMUNITY AIDS RESOURCE, INC. (d/b/a Care
Resource), a Florida not-for-profit corporation, (hereinafter referred to as "Tenant").
1. Demised Premises.
The City, in consideration of the rentals hereinafter reserved to be paid and of the
covenants, conditions and agreements to be kept and performed by the Tenant,
hereby leases, lets and demises to the Tenant, and Tenant hereby leases and hires
from the City, those certain premises hereinafter referred to as the "Demised
Premises" and more fully described as follows:
Approximately 1,926 square feet of City-owned property (the
"Building"), located at 1701 Meridian Avenue, Suite 400(a.k.a. portion
of Unit 7), Miami Beach, Florida, 33139, and as more specifically
delineated in "Exhibit 1", attached hereto and incorporated herein.
2. Term.
2.1 Tenant shall be entitled to have and to hold the Demised Premises for an
initial term of one (1)year, commencing on the 1st day of October, 2015 (the
"Commencement Date"), and ending on the 30th day of September, 2016.
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 1St day of October, and ending on the 30th day of
September.
2.2 Provided Tenant is in good standing and free from default(s) under Section
18 hereof, and upon written notice from Tenant, which notice shall be
submitted to the City Manager at least sixty (60) days prior to the expiration
of the initial term, this Lease may be extended for one (1) additional one (1)
year renewal term. 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.
EXHIBIT
a
k
3. Rent.
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 Sixty Four Thousand Six Hundred Thirty Six Dollars
and 56/100 ($64,636.56) per year, payable in monthly installments of
Five Thousand Three Hundred Eighty Six Dollars and 38/100
($5,386.38), 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 by three percent (3%)for the renewal term, if renewal term
is approved by the City Manager.
3.2 Additional Rent:
In addition to the Base Rent, as set forth in Section 3.1, Tenant shall also
pay the following Additional Rent as provided below:
3.2.1 Operating Expenses:
Tenant shall pay Nine Hundred Sixty Three Dollars and 00/100
($963.00) per month, for its proportionate share of "Operating
Expenses" which are defined as follows:
"Operating Expenses" shall mean the following costs and expenses
incurred in operating, repairing, and maintaining the Common
Facilities (as hereinafter defined) and shall include, without limitation,
electric service, water service to the Building, sewer service to the
Building, trash removal from the Building, costs incurred for gardening
and landscaping, repairing and maintaining elevator(s), painting,
janitorial services (except for areas within the Demised Premises),
lighting, cleaning, striping, policing, removing garbage and other
refuse and trash, removing ice and snow, repairing and maintaining
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.
Tenant agrees and understands that the costs incurred for Operating
9 p g
Expenses may increase or decrease and, as such, Tenant's pro-rata
share of Operating Expenses shall increase or decrease accordingly.
3.2.2 Property Taxes:
The Property Tax Payment shall be payable by Tenant, in accordance
with Section 11 herein. The Property Tax Payment for Property Tax
Year 2009 is estimated at Zero Dollars ($0.00). Notwithstanding the
preceding sentence, the City makes no warranty or representation,
whether express or implied, that the Historic City Hall building, the
Land, and/or the Demised Premises will not be subject to ad valorem
(or other) taxes in subsequent years.
3.2.3 Insurance:
The Additional Rent shall also include Tenant's pro-rata share toward
estimated insurance costs incurred to insure the whole of the Building,
payable in monthly installments of One Hundred Forty Four Dollars
and 45/100 ($144.45). This insurance coverage is in addition to the
insurance required pursuant to Section 10, which shall be obtained at
Tenant's sole expense and responsibility.
3.3 Sales Taxes:
Concurrent with the payment of the Base Rent and Additional Rent as
provide herein, Tenant shall also pay any and all sums for all applicable
tax(es), including without limitation, sales and use taxes and Property Taxes,
imposed, levied or assessed against the Demised Premises, or any other
charge or payment required by any governmental authority having jurisdiction
there over, even though the taxing statute or ordinance may purport to
impose such tax against the City.
3.4 Enforcement.
Tenant agrees to pay the Base Rent, Additional Rent, and any other
amounts as may be due and payable by Tenant under this Agreement, at the
time and in the manner provided herein, and should said rents and/or other
additional amounts due herein provided, at any time remain due and unpaid
for a period of fifteen (15) days after the same shall become due, the City
may exercise any or all options available to it hereunder, which options may
be exercised concurrently or separately, or the City may pursue any other
remedies enforced by law.
3
4. Location for Payments.
All rents or other payments due hereunder shall be paid to the City at the following
address:
City of Miami Beach
Revenue Manager
1700 Convention Center Drive, 3rd 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, the use of no more than
four(4) parking spaces, if available, at Municipal Parking Garage G2 located on 17th
Street and Meridian Court. Rates for said spaces are subject to change, and are
currently One Hundred and 00/100 Dollars ($100.00) Dollars per month, plus
applicable sales and use tax per space.
6. Security Deposit.
Upon execution of this Agreement Tenant shall furnish the City with a Security
Deposit, in the amount of Eight Thousand Three Hundred Seventy Seven Dollars
and 99/100 ($8,377.99). Said Security Deposit shall serve to secure Tenant's
performance in accordance with the provisions of this Agreement. In the event
Tenant fails to perform in accordance with said provisions, the City may retain said
Security Deposit, as well as pursue any and all other legal remedies provided
herein, or as may be provided by applicable law.
The parties agree and acknowledge that the foregoing condition is intended to be a
condition subsequent to the City's approval of this Agreement. Accordingly, in the
event that Tenant does not satisfy the aforestated, then the City Manager or his
designee may immediately, without further demand or notice, terminate this
Agreement without being prejudiced as to any remedies which may be available to
him for breach of contract.
7. Use and Possession of Demised Premises.
7.1 The Demised Premises shall be used by the Tenant solely for the purpose(s)
of operating a medical clinic and related services. Said Premises shall be
open for operation a minimum of five (5) days a week, with normal hours of
operation being as follows:
Monday - Friday: 9:00 AM to 5:00 PM
Tenant shall not otherwise modify the days or hours of operation without the
prior written approval of the City Manager. Nothing herein contained shall be
construed to authorize hours contrary to the laws governing such operations.
4
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 by law, ordinance or government regulation,
or that may be dangerous to life, limb or property. Tenant may not commit
(nor permit) waste on the Demised Premises; nor permit the use of the
Demised Premises for any illegal purposes; nor commit a nuisance on the
Demised Premises. In the event that the Tenant uses the Demised Premises
(or otherwise allows the Demised Premises to be used) for any purpose(s)
not expressly permitted herein, or permits and/or allows any prohibited use(s)
as provided herein, then the City may declare this Agreement in default
pursuant to Section 18 or, without notice to Tenant, restrain such improper
use by injunction or other legal action.
8. Improvements.
8.1 Tenant accepts the Demised Premises in their present "AS IS" condition
and may construct or cause to be constructed, such interior and exterior
improvements and maintenance to the Demised Premises, as reasonably
necessary for it to carry on its permitted use(s), as set forth in Section 7;
provided, however, that any plans for such improvements shall be first
submitted to the City Manager for his prior written consent, which consent, if
granted at all, shall be at the City Manager's sole and absolute discretion.
Additionally, any and all approved improvements shall be made at Tenant's
sole expense and responsibility. All permanent (fixed) improvements to the
Demised Premises shall remain the property of the City upon termination
and/or expiration of this Agreement. Upon termination and/or expiration of
this Agreement, all personal property and non-permanent trade fixtures may
be removed by the Tenant from the Demised Premises, provided that they
can be (and are) removed without damage to the Demised Premises. Tenant
will permit no liens to attach to the Demised Premises arising from,
connected with, or related to the design and construction of any
improvements. Moreover, such construction shall be accomplished through
the use of licensed, reputable contractors who are acceptable to the City.
Any and all permits and or licenses required for the installation of
improvements shall be the sole cost and responsibility of Tenant.
8.2 Notwithstanding Subsection 8.1, upon termination and/or expiration of this
Agreement, and at City's sole option and discretion, any or all alterations or
additions made by Tenant to or in the Demised Premises shall, upon written
demand by the City Manager, be promptly removed by Tenant, at its
expense and responsibility, and Tenant further hereby agrees, in such event,
to restore the Demised Premises to their original condition prior to the
Commencement Date of this Agreement.
8.3 The above requirements for submission of plans and the use of specific
contractors shall not apply to improvements (which term, for purposes of this
Subsection 8.3 only, shall also include improvements as necessary for
5
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.
9. City's Right of Entry.
9.1 The City Manager, and/or his authorized representatives, shall have the right
to enter upon the Demised Premises at all reasonable times for the purpose
of inspecting same; preventing waste; making such repairs as the City may
consider necessary; and for the purpose of preventing fire, theft or
vandalism. The City agrees that, whenever reasonably possible, it shall use
reasonable efforts to provide notice (whether written or verbal), unless the
need to enter the Demised Premises is an emergency, as deemed by the
City Manager, in his sole discretion, which if not immediately addressed
could cause property damage, loss of life or limb, or other injury to persons.
Nothing herein shall imply any duty on the part of the City to do any work that
under any provisions of this Agreement the Tenant may be required to
perform, and the performance thereof by the City shall not constitute a
waiver of the Tenant's default.
9.2 If the Tenant shall not be personally present to open and permit entry into
the Demised Premises at any time, for any reason, and any entry thereon
shall be necessary or permissible, the City Manager, and/or 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
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 the following insurance
coverages have been reviewed and approved by the City's Risk Manager:
10.1.1 Comprehensive General Liability, in the minimum amount of One
Million ($1,000,000) Dollars (subject to adjustment for inflation) per
occurrence for bodily injury and property damage. The City of Miami
Beach must be named as an additional insured on this policy.
10.1.2 Workers Compensation and Employers Liability coverage in
accordance with Florida statutory requirements.
6
10.1.3 All-Risk property and casualty insurance, written at a minimum of
eighty(80%) percent of replacement cost value and with replacement
cost endorsement, covering all leasehold improvements installed in
the Demised Premises by or on behalf of Tenant and including
without limitation 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).
10.2 Proof of these coverages must be provided by submitting original certificates
of insurance to the City's Risk Manager and Asset Manager respectively. All
policies must provide thirty(30)days written notice of cancellation to both the
City's Risk Manager and Asset Manager (to be submitted to the addresses
set forth in Section 27 hereof). All insurance policies shall be issued by
companies authorized to do business under the laws of the State of Florida
and must have a rating of B+:VI or better per A.M. Best's Key Rating Guide,
latest edition, and certificates are subject to the approval of the City's Risk
Manager.
11. Property Taxes and Assessments.
For the purposes of this Section and other provisions of this Agreement:
11.1 The term "Property Taxes" shall mean (i) real estate taxes, assessments,
and special assessments of any kind which may be imposed upon the
Demised Premises, and (ii) any expenses incurred by the City in obtaining a
reduction of 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 Tenant shall pay, as Additional Rent pursuant to Section 3.2, for such
Property Tax Year an amount ("Property Tax Payment") equal to Tenant's
pro-rata share of Property Taxes (if any) for such Property Tax Year; said
pro-rata share to be determined by the City based upon the ratio of the
Demised Premises to the tax lot. If a Property Tax Year ends after the
expiration or termination of the term of this Agreement, the Property Tax
Payment therefore shall be prorated to correspond to that portion of such
Property Tax Year occurring within the term of this Agreement. The Property
Tax Payment shall be payable by Tenant immediately upon receipt of notice
from the City. A copy of the tax bill(s) or other evidence of such taxes issued
by the taxing authorities, together with the City's computation of the Property
Tax Payment, will be made available to Tenant once received from the taxing
authorities, if requested by Tenant. Tenant shall pay any difference in the
amount between the estimated property taxes and the actual property taxes
to the City immediately, upon receipt of request for said payment from the
City. Notwithstanding anything to the contrary in this Lease, if the Demised
Premises is assessed real estate taxes, solely as a result of Tenant's use of
the premises, Tenant shall be solely responsible for the total real estate tax
assessment.
7
12. Assignment and Subletting.
Tenant shall not have the right to assign or sublet the Demised Premises, in whole
or in part, without the prior written consent of the City Manager, which consent, if
granted at all shall be at the City Manager's sole and absolute discretion. Such
written consent is not a matter of right and the City is not obligated to give such
consent. If granted as provided herein, the making of any assignment or sublease
will not release Tenant from any of its obligations under this Agreement.
13. Operation, Maintenance and Repair.
13.1 Tenant shall be solely responsible for the operation, maintenance and repair
of the Demised Premises. Tenant shall, at its sole expense and
responsibility, maintain the Demised Premises, and all fixtures and
appurtenances 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 all windows
and doors, as well as immediate replacement of any and all plate glass or
other glass in the Demised Premises which may become broken, using glass
of the same or better 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)
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 and/or willful misconduct of
the City, shall be the sole obligation of Tenant, and shall be repaired,
restored or replaced promptly by Tenant, at its sole expense and to the
satisfaction of the City.
13.3 All of the aforesaid repairs, restorations and replacements shall be in quality
and class equal to or better than the original work or installations and shall
be done in good and workmanlike manner.
13.4 If Tenant fails to make such repairs or restorations or replacements, the
same may be made by the City, at the expense of Tenant, and all sums
spent and expenses incurred by the City shall be collectable by the City and
shall be paid by Tenant within three (3) days after submittal of a bill or
statement therefore.
8
13.5 It shall be Tenant's sole obligation and responsibility to insure that any
renovations, repairs and/or improvements made by Tenant to the Demised
Premises comply with all applicable building codes and life safety codes of
governmental authorities having jurisdiction.
13.6 Tenant Responsibilities for Utilities(not included within Operating Expenses).
Tenant is solely responsible for, and shall promptly pay when due, all
charges and impact fees for any and all utilities for the Demised Premises
NOT included as an Operating Expense (pursuant to Subsection 3.2.1).
In addition to other rights and remedies hereinafter reserved to the City, upon
the failure of Tenant to pay for such utility services (as contemplated in this
Subsection 13.6) when due, the City may elect, at its sole discretion, to pay
same, whereby Tenant agrees to promptly reimburse the City upon demand.
In no event, however, shall the City be liable, whether to Tenant or to third
parties, for an interruption or 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,
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, laborers, or materialman'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, or sub-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 City reasonable security as may be demanded by the City to insure
payment thereof and prevent sale, foreclosure, or forfeiture of the Premises or
improvements by reasons of such non-payment. Such security need not exceed one
and one half(1%)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 the City, or
9
Tenant may "bond off' the lien according to statutory procedures. Tenant will
immediately pay any judgment rendered with all proper costs and charges and shall
have such lien released or judgment satisfied at Tenant's own expense.
16. Intentionally Omitted.
17. Condemnation.
17.1 If at any time during the Term of this Agreement(including any renewal term
hereunder) all or any part or portion of the Demised Premises is taken,
appropriated, or condemned by reason of Eminent Domain proceedings,.
then this Agreement 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
Agreement or anything contained therein, except that any rent prepaid
beyond the 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
by reasons of the condemnation and for or on account of any cost or loss
which Tenant might incur in removing Tenant's furniture and fixtures.
18. Default.
18.1 Default by Tenant:
At the City's option, any of the following shall constitute an Event of Default
under this Agreement:
18.1.1 The Base Rent,Additional Rent, or any other amounts as may be due
and payable by Tenant under this Agreement, or any installment
thereof, is not paid promptly when and where due within fifteen (15)
days of due date, and Tenant shall not have cured such failure within
five (5) days after receipt of written notice from the City specifying
such default;
18.1.2 The Demised Premises shall be deserted, abandoned, or vacated;
18.1.3 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 within thirty (30) days after the receipt of written
notice from the City specifying any such default; or such longer period
of time acceptable to the City, at its sole discretion;
10
18.1.4 Receipt of notice of violation from any governmental authority having
jurisdiction dealing with a law, code, regulation, ordinance or the like,
which remains uncured for a period of thirty (30) days from its
issuance, or such longer period of time as may be acceptable and
approved in writing by the City Manager, at his sole discretion;
18.1.5 Any petition is filed by or against Tenant under any section or chapter
of the Bankruptcy Act, as amended, which remains pending for more
than sixty (60) days, or any other proceedings now or hereafter
authorized by the laws of the United States or of any state for the
purpose of discharging or extending the time for payment of debts;
18.1.6 Tenant shall become insolvent;
18.1.7 Tenant 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
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 or any claim for damages
therefore, and Tenant agrees to indemnify and hold harmless the City
for all loss and damage which the City may suffer by reasons of such
Agreement termination,whether through inability to re-let the Demised
Premises, or otherwise.
19.1.2 Declare the entire amount of the Base Rent and Additional Rent
which would become due and payable during the remainder of the
term of this Agreement to be due and payable immediately, in which
event Tenant agrees to pay the same at once, together with all rents
therefore due, at the address of the City, as provided in the Notices
section of this Agreement; provided, however, that such payment
shall not constitute a penalty, forfeiture, or liquidated damage, but
shall merely constitute payment in advance of the rents for the
remainder of said term and such payment shall be considered,
11
construed and taken to be a debt provable in bankruptcy or
receivership.
19.1.3 Enter the Demised Premises as the agent of Tenant, by force if
necessary, without being liable to prosecution or any claim for
damages therefore; remove Tenant's property there from; and re-let
the Demised Premises, or portions thereof, for such terms and upon
such conditions which the City deems, in its sole discretion, desirable,
and to receive the rents therefore, and Tenant shall pay the City any
deficiency that may arise by reason of such re-letting, on demand at
any time and from time to time at the office of the City; and for the
purpose of re-letting, the City may (i) make any repairs, changes,
alterations or additions in or to said Demised Premises that may be
necessary or convenient; (ii) pay all costs and expenses therefore
from rents resulting from re-letting; and (iii) Tenant shall pay the City
any deficiency as aforesaid.
19.1.4 Take possession of any personal property owned by Tenant on said
Demised Premises and sell the same at public or private sale, and
apply same to the payment of rent due, holding Tenant liable for the
deficiency, if any.
19.1.5 It is expressly agreed and understood by and between the parties
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
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. No
interest will be charged for payments made within the grace period,
such grace period to be defined as within five (5) days from the due
date. In addition, there will be a late charge of Fifty ($50.00) Dollars
for any payments submitted after the grace period.
19.1.6 If Tenant shall default in making any payment of monies to any
person or for any purpose as may be required hereunder, the City
may pay such expense but the City shall not be obligated to do so.
Tenant, upon the City's paying such expense, shall be obligated to
forthwith reimburse the City for the amount thereof.All sums of money
payable by Tenant to the City hereunder shall be deemed as rent for
use of the Demised Premises and collectable by the City from Tenant
as rent, and shall be due from Tenant to the City on the first day of
the month following the payment of the expense by the City.
19.1.7 The rights of the City under this Agreement shall be cumulative but
not restrictive to those given by law and failure on the part of the City
to exercise promptly any rights given hereunder shall not operate to
waive or to forfeit any of the said rights.
12
19.2 Default by City:
The failure of the City to perform any of the covenants, conditions and
agreements of this Agreement which are to be performed by the City and the
continuance of such failure for a period of thirty(30)days after notice thereof
in writing from Tenant to the City (which notice shall specify the respects in
which Tenant contends that the City failed to perform any such covenant,
conditions and agreements) shall constitute a default by the City, unless
such default is one which cannot be cured within thirty(30) days because of
circumstances beyond the City's control, and the City within such thirty (30)
day period shall have commenced and thereafter shall continue diligently to
prosecute all actions necessary to cure such defaults.
However, in the event the City 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 Tenant, then such failure to perform (regardless of circumstances beyond
its control) as indicated above, shall constitute a default by the City.
19.3 Tenant's Rights 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.
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 would constitute a lien on said
premises and property.
20.2 If Tenant shall at any time be in default hereunder, and if the City shall deem
it necessary to engage an attorney to enforce the City's rights and Tenant's
obligations hereunder, Tenant will reimburse the City for the reasonable
expenses incurred thereby, including, but not limited to, court costs and
reasonable attorney's fees, whether suit be brought or not and if suit be
brought, then Tenant shall be liable for expenses incurred at both the trial
and appellate levels.
13
21. Indemnification Against Claims.
21.1 Tenant shall indemnify and save the City harmless from and against any and
all claims or causes of action (whether groundless or otherwise) by or on
behalf of any person, firm, or corporation, for personal injury or property
damage occurring upon the Demised Premises or upon any other land or
other facility or appurtenance used in connection with the Demised
Premises, occasioned in whole or in part by any of the following:
21.1.1 An act or omission on the part of Tenant, or any employee, agent,
contractor, invitee, guest, assignee, sub-tenant or subcontractor of
Tenant;
21.1.2 Any misuse, neglect, or unlawful use of the Demised Premises by
Tenant, or any employee, agent, contractor, invitee, guest, assignee,
sub-tenant or subcontractor of Tenant;
21.1.3 Any breach, violation, or non-performance of any undertaking of
Tenant under this Agreement;
21.1.4 Anything growing out of the use or occupancy of the Demised
Yt g 9 9 p Y
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,
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 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 City shall be and hereby is entirely freed and relieved of all covenants
and obligations of the City 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 City hereunder.
24. Damage to the Demised Premises.
24.1 If the Demised Premises shall be damaged by the elements or other casualty
14
not due to Tenant's negligence, or by fire, but are not thereby rendered
untenantable, as determined by the City Manager, in his sole discretion, in
whole or in part, and such damage is covered by the City's insurance, if any,
(hereinafter referred to as "such occurrence"), the City, shall, as soon as
possible after such occurrence, utilize the insurance proceeds to cause such
damage to be repaired and the Rent (Base Rent and Additional Rent) shall
not be abated. If by reason of such occurrence, the Demised Premises shall
be rendered untenantable, as determined by the City Manager, in his sole
discretion, only in part, the City 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, that the City shall promptly obtain
a good faith estimate of the time required to render the Demised Premises
tenantable and if such time exceeds sixty (60) days, either party shall have
the option of canceling this Agreement.
24.2 If the Demised Premises shall be rendered wholly untenantable by reason of
such occurrence, the City shall have the option, but not the obligation, in its
sole discretion, to utilize the insurance proceeds to cause such damage to be
repaired and the Rent meanwhile shall be abated. However, the City shall
have the right, to be exercised by notice in writing delivered to Tenant within
sixty(60) days from and after said occurrence, to elect not to reconstruct the
destroyed Demised Premises, and in such event, this Agreement and the
tenancy hereby created shall cease as of the date of 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.
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
Y Y Y 9
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 Premises and shall not be
evicted or disturbed in possession of the Demised Premises so long as Tenant
complies with the terms of this Agreement.
26. Waiver.
26.1 It is mutually covenanted and agreed by and between the parties hereto that
the failure of the City to insist upon the strict performance of any of the
conditions, covenants, terms or provisions of this Agreement, or to exercise
any option herein conferred, will not be considered or construed as a waiver
or relinquishment for the future of any such conditions, covenants, terms,
15
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
the City 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 for the time and in the manner specifically stated.
Y p Y
26.3 The receipt of any sum paid by Tenant to the City 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 the City.
27. 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: Asset Manager
City of Miami Beach
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.
28. Entire and Binding Agreement.
This Agreement contains all of the agreements between the parties hereto, and it
may not be modified in any manner 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 the City
and Tenant and their respective successors and assigns, except as may be
otherwise expressly provided in this Agreement.
29. Provisions Severable.
If any term or provision of this Agreement or the application thereof to any person or
circumstance shall, to any extent, be invalid or unenforceable, the remainder of this
Agreement, or the application of such term or provision to persons or circumstances
16
other than those as to which it is held invalid or unenforceable, shall not be affected
thereby and each term and provision of this Agreement shall be valid and be
enforced to the fullest extent permitted by law.
30. Captions.
The captions contained herein are for the convenience and reference only and shall
not be deemed a part of this Agreement or construed as in any manner limiting or
amplifying the terms and provisions of this Agreement to which they relate.
31. Number and Gender.
Whenever used herein, the singular number shall include the plural and the plural
shall include the singular, and the use of one gender shall include all genders.
32. Limitation of Liability.
The City desires to enter into this Agreement only if in so doing the City can place a
limit on the City's liability for any cause of action for money damages due to an
alleged breach 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
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 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 structural changes, alterations, additions, and improvements
which may have been made upon the Demised Premises, in good order, condition
and repair, reasonable wear and tear excepted, subject, however, to the
subsequent provisions of this Section.Any property which pursuant to the provisions
of this Section is removable by Tenant on or at the Demised Premises upon the
termination of this Agreement and is not so removed may, at the option of the City,
be deemed abandoned by Tenant, and either may be retained by the City as its
property or may be removed and disposed of at the sole cost of the Tenant in such
manner as the City may see fit. If the Demised Premises and personal property, if
any, be not surrendered at the end of the Term as provided in this Section, Tenant
shall make good the City all damages which the City shall suffer by reason thereof,
and shall indemnify and hold harmless the City against all claims made by any
17
succeeding tenant or purchaser, so far as such delay is occasioned by the failure of
Tenant to surrender the Demised Premises as and when herein required.
34. Time is of the Essence.
Time is of the essence in every particular and particularly where the obligation to
pay money is involved.
35. Venue:
This Agreement shall be deemed to have been made and shall be construed and
interpreted in accordance with the laws of the State of Florida. This Agreement shall
be enforceable in Miami-Dade County, Florida, and if legal action is necessary by
either party with respect to the enforcement of any and all the terms or conditions
herein, exclusive venue for the enforcement of same shall lie in Miami-Dade
County, Florida.
CITY AND TENANT 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
have been found in buildings in Florida. Additional information regarding Radon and
Radon testing may be obtained from your County Public Health Unit.
37. 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 or materials found within
the Demised Premises shall be immediately removed.
Tenant shall indemnify and hold the City harmless from any loss, damage, cost, or
expense of the City, including, without limitation, reasonable attorney's fees,
incurred as a result of, arising from, or connected with the placement by Tenant of
any "hazardous substance" or "petroleum products" on, in or upon the Demised
Premises as those terms are defined by applicable Federal and State Statute, or
any environmental rules and environmental regulations promulgated thereunder.
The provisions of this Section 37 shall survive the termination or earlier expiration of
this Agreement.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
18
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
Rafael E. Granado, City Clerk Philip Levine, Mayor
Signature
Print Name
Attest: COMMUNITY AIDS RESOURCE, INC.
Signature / Corporate Secretary Rick Siclari, Jr., CEO
Print Name
Signature
Print Name
CORPORATE SEAL
(affix seal here)
T:\AGENDA\2015\October\TCED\Care Resource\Care Resource Lease Agreement(Final 10-14-15).doc
19
1r •
EXHIBIT 1
Demised Premises
• ■
:'
IN f I i �
II I
0 - -\ -\.Imliiii
■ --1 r`s
I � lI z -,I ail
i_) .�
ill
L' L� 3
1r
L - I .
\ - - .
DEMISED WAITING
\ -:,
PREMISES AREA
1,926 SQ.FT. \ \`
`
OFFICE\I N / '\
1 y\ WORK AREA ` ` i
•\ WORN AREA r'�
OFFICE\ \ ,
N I-
• r—y I , 1
sO F\E
RRIDOR
ti..-'
. OFFICE \ \ . ___L___
IL7 r
\ I FILES /
NN
\OFFIC\
•,' \ �\ STORAGE 1
STORAGE
OFF\``I T
OFFICE \ \ �
\
N.
OFFICE N / 4 I D w
NN II
l 1 1_/,ir
1 J 1_ J 1_
s-- f ■
9 marct mE
ciT" or MIAr✓I D:Acll
o ' F'1:01-'Ll:I Y MANAGLM_N I
1701 MERIDIAN AVENUE,SUITE 400,MIAMI BEACH,FL 33139 17+5 wC1-19 r+AVM,
1119611 BEAC11,FL 33139
(3051 i73-7530
1w5i cis—/acs
20
•
03"0
u • o c o) o f E+3- m v y N y o O p) .d.:1-
0' m y °I
O
c
H G''j > H o O. a m c,` ._ c o= ii Q m Z"° . o `'2 c E QC. oo m m`° (..i‹.8 • oz m >cm'_ U > � a) ' �v _1; a) E ° a ' i o p c co ° o
°c yo _c o U ,..` v J c n. e
. Q p o m c ... C ft
Y, ` C L E c C c N C a)U m F' m.Cw 3�.QO I'— j' .>6LI- m O'" Ch o > C -. C m
aWm '7;y E ° o a O ' °m Ec'° o w m 3U$ `w o a, a °) _. a C O , O y 4.�E U C 4't- a4.'C p O p
c y ' .
• 1- L L d7 ^ °L•Q. E c)Cn,E O > y H L F U
L
,-.2 5- ° Cco > N H c D a O
Qui CQ 0 _ 0- av O v-. ° ° o
CnN N. m'U O y_m v� V ..o cm ° a) L` m a> .. ° m F-N U iy O m 0 c s ` W n j 'O °' CO
Lel U L M o cp 0 o m 7= y c , C E° � G O • C p C ▪ m C E co .m c = rn - + O O m o m .. m -
_ E C n ac Y
I-M m c .« m p o.. CO CU '-° C t E C c>•y c L TU.-'v m�
(Do 2 0 m o o•- > o> E o o° m 1-m ` atG v .p «. a. .23 La
c c c
c O U E E 5 E O E J m .5 O y, .0•Q_y E-',.-o U m m o o o °
O
y• m e E..,2.,7, co m ° E . E Om.m y p o- Ec 4 o ° a L ocn mZ
E rnE
CE vm
c ° EN E q ym
rn >p u-•-• h n m, = o y W 0..... O O Q °.- • r0.''' 0 > cc U
-, vU C . 0.° m o
C 0 Q m C y ° O P.� =a w Q O 0 m Y a m p T o O U a)~E °• c o Y Q J m LL Q E L O H v u0 U E 2 O t E y a C
o m L y m
m Q co,5 o o_E ai Q °-� Q.s y c v o•• y o c o v>o p E Q a` o y > '°r. c pc N y U L L m .`L >o � Q r ° 1 Z_ co ° Q o o c Q-0 E U . '•' a v o m, «;La .2 m p c .: E .Y s a c c m n v v C E E 0m. 0-0 Cr'.n m y a _ fO v Q.0 ° c � m...
c o - w e 00 o E o y J E c.G "O c L .° C- .°>^ co y � °0- 0 W >., m :O 5 12 `.' m ) c_ o - 'd o. m o eo a ,�a .= o 'o L ' 01 y o y «• m
.5 E. E 5 Y C o 0 ;p >L c OE s N 0m m .y -
uC C +E M .cc
!m H U C>a 0U,flU].UU▪ E`U° H
Gil
n z. LY y z O �yC O o c - L ` m E U
o
m
m U
H
O.. ip .- y y y a7'jC = o a' . '-
m m u- 0 v` Q o 0 E v o t c ED m E ,N a, m O O O '°• c C 8 C—o °To c «• • .'QE C U O O m y'O • j U m m a Q L TC =a. O O O. C••-• a) 7 CD 0 N= N y ° E o L ) .- � C UUQ U Q Q y 0_ C.0 m co E m E-o N y E C T V J : O > C N~ a c CO3' L m p C am O aO . W ` N y a a) r, C O a T '.,2' E Q L' O N c U ._g->-.-4 27 V) c ° y q L a. C m L 4 Q a)m j E X f', 2=° L E±.4^ m L C N_ E W_O O y E
.,, O C a 4. 07 0 0 0 N
sL a) E d fTm o T p
C° �„
Q a m m�' °m ... c� .y .E..,
s . a .� E E m m °4E y G ° °L y o L . a- rnv "•
9. c c Crl m c.o E y y s c ` -U 0 ` E c m �t; L 0- Eap _ 'C Q Q-° an cum- c o y c/C q r L t m C] O'U Q C C O C U. O : ° _>R ' :0 a1-O N p
�LL— m L c =E y o Ell s 2 Qa � N E
07 U C�C m di'O C O H ▪'O O .. y L U C U p
w W ® y a' C O W . Q = a U ~ a _ «. 07 C N m O C m 0 m C
CO T Zr,m C a O E •O C• C C
C J Q O g J >' •O = E J E > c y C? C °L
o a) p .40 y X.
o.L CO 0°-'O� 0 " Q )t '' ° a m 5 a) C..,G m U " m °� ai o v E o'- r= .a)o ° c Q c > m CD�'v c v o r
q _ m E r Q c y «• C, c c Q v_ != o p -_ E m m . a f avo ,m a m r 0- >m.G o o v o ° m c .3. o E u. L E«a N E o `03 y c ° E o m y w o C3 O .1-0 " E N . Y o °'v a m c a c'c o
_E o � a a p i o o
y 2. H o Q y L y o o_=o E a) ,_- m m a) m w n
2-w U y m°2 co o U O L 0),Y m -N > e a ' 0 > C C L c. E a o O C G a -0 y o _m Z m o 2 I-.0 c j CM �"' Q m ° aC '°L cN •
O U O a) O-° T > `mF- ~ O m> m= 0 M V 3 t o 0 °� _ �� c o ° m n O.m E O �QoO0 aaQ E o Q c c rn m m� Q O Q «Q
>D
co 2 1 m
a •E a m. o °. °U' ° .E
2 00'p•C .: p y o w
. c� c E c o,
Fei > i `Q
O y p vm CL o vvc O�-^ Li o V M,y o Q- c J Q t b
o U to °« ` rn f E o O m�m o p E'y o rn
c - m i > a.y.= .8
Z m o m 1.1 5.2 .c E « m
O.y ii w c C Nc E cO^ J x
o m c a E o h =W U c o$ a L to v ° y E o
-o o . p o m m >,m E m rn v c-
o f C D•` a m
0 Q d u_ U O E O V ^ O
O U E � °''v
U= E m r o 4CL'° -0E y' U O >-. L p
-co o f C ¢t NE . a) m 0 , m
p C U y E Y E y E o W z .0 m C = « y •E y i O h Z„... < p y t -. V c O O y 1. o y t EC ct p O ) m'N o o y o o oc C:: H> co o f EQ� eD , cc L m m T O s o o a W_c. rn E c ° p y c `N- E cv cN v E v y. .h a'q v o-
w O m N
U Q L m
l �.co W O H m U m O C L Q c
y c p o
O'r L) .c o O�, c 0-° o cL S ° y o V O C°m 0 L y L 0) co E = E E 0)._ C > .-'y Q).o 7 U c v 2 LO o Qo y c .G J>� ,o . c c U , w i r E .
< m LL Lei o D O °f O .S H E m E m i m a =L
Cn y CA.> QO0 0 a8E m•E m m M
.0 o y m 0 L C C E' c O E U C N a m E a, °e0 L F- m L F3 0''" c w N c U q H m 0)L c m
c4 63‹ -m v g v c _ O o� a, c
ao Y r-- o °�.> E M y � o v
m m «. y o C
**I< = O O • m •*•' a C U E Q w > O' .L N ° C G i m co p .
a� UF ` m o ° O
0t 'O ' m+o C U.« X L E_U E'E p
•C O m 2 L ~ ) ."c m m C w E = o« O.0 m y o t M L La) ° cy'. ° _ w M F- >.0 c Qo '"v U ' •y oo 0 = U C ' .-O I-•-E E _ E . m Q o m L p a): o e o^ a.O o y cCnv iy M L '�0� m o._ n.q -pHL a o m o Q U O y 0 a ,- p o«. a nee d e> v s o ® o.E Q Q m r-. .°' E
o v �n m ` v L.- m j L
Cn C 0, o> , C•' � m Q_▪ oQ a «:� m c � a• o° o
Y y ? ` o a co ”- ° o` Y m ` y E's ti '*. O 4! p.E
y o y n o m �o o�ry z >.2 18 m m y p c y
i n o >c.1 •c o m .> E m E • « C
L > m 0 a L ° o� m O rn C E o N E L m E m 07 m.�H E C m E E.- m °
p H m '. O o 7 c . V = 2L % m~ O L z m m 0 ai o. m D o c y u 0)N w C aaO L iL°N Q) p > Q F:'^ .0 C J mN m v E L .
s C d -Q 0 E • C CQ t0 y c. m .., m a0 0� 2
D7 Y O = V 'C C C O m. C y M E y O C L C o to= - Na� ,
Y c C'«. C > > 3 C o C ` O o co C 0 oC .....co 7 C)- LO E o$ O o . v En c my _ J!!E m a o O E y >1� °'p D. E o E O LR m a. E o o- m Q y m m O Q wa a sr c•° o o:=Q E o a.�... Q s o S. c H 0 0 m 0o .='a m y C. o E~�� y 0'C ca 0 ? m 0 L E
= c - - c, ,a O > m C 0'°v m.., O .. U m O'C °O C ~ o E.E C W O oC U " m a Uu p) E .2'- ..m . m H *o .«L G m•-� o C } :;p e t o 1._u � •••.` o h a y > E m o 0. E m o h E� '-' E sm-. a`)� E?~ E c v o cca •.E o E =m a u_ r tn. . 'c m E o '
W o -2 E c > p ?N c ° rn o � ° o)� ••L m C co 0. E O +e : m w O m E.L
S i V U 0 "O'O .. C.L {0 ao m mcL G. WC C a . .0 .-.0w, = > L~ ol
H O > g O 5'j Ln o o_L E g o _ m m im c Q O E c 'G 1 m cn 2. W y °v W ii LO = . a J M = E v' C E j fTj= O LO = E O c o E m. „cc a0 C p Z' 0 O O 'O O di C U p C a=Z Z - .-QNa. ..QQ� ,-Qa.u.a r.Qm Q^ii pQ Q O ii QUU_Q,a ai.NO C 2 u n .) -O.- a O C' .- O Q
00
r o
\ .