Second Amendment to Lease Agreement with Miami Beach Police Athletic League a0/6-02 9300
SECOND AMENDMENT TO LEASE AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH
AND THE MIAMI BEACH POLICE ATHLETIC LEAGUE
This Second Amendment ("Second Amendment") to the Lease Agreement, dated May
15, 1996 (the "Lease Agreement"), as amended by that First Amendment to Lease Agreement,
dated June 17, 1998 ("First Amendment") (collectively the First Amendment and the May 15,
1996 Lease Agreement are hereinafter referred to as the "Lease"), for the property located at
999 11th Street, Miami Beach, Florida, between the CITY OF MIAMI BEACH, a Florida
Municipal Corporation ("City" or "Lessor"), and the MIAMI BEACH POLICE ATHLETIC
LEAGUE, INC., a not-for-profit corporation ("PAL" or "Lessee"), is entered into this
(o day of TA,ta,St e 'A , 2016 ("Effective Date").
WITNESSETH
WHEREAS, the Lessor is the owner of the fee simple title in and to that certain City-
owned property consisting of a building having approximately 13,367 square feet, within
Flamingo Park, located at 999 11th Street, Miami Beach, Florida, 33139, hereinafter demised
and described (the "premises"); and
WHEREAS, on May 15, 1996, the Mayor and City Commission adopted Resolution No.
.96-21987, approving the Lease Agreement with PAL for use of the premises for a five (5) year
term, commencing on July 1, 1996 and ending on June 30, 2001; and
WHEREAS, in 1997, the PAL was awarded a grant from Miami-Dade County under the
Safe Neighborhood Parks Bond Program (the "SNPB Program") to assist in funding the building
of the new PAL Youth Resources Center ("PAL Center") to be located on the premises; and
WHEREAS, one of the requirements of the SNPB Program was that grant funds used
for the purposes of development, improvement, rehabilitation or restorations by the grantee
(PAL) be expended only on lands owned by the grantee or upon lands for which the grantee
holds a lease or other use agreement for an unexpired term of twenty-five (25) years; and
WHEREAS, in order to meet the requirements of the SNPB Program, on June 17, 1998,
the City Commission approved Resolution No. 98-22787, authorizing the First Amendment,
which First Amendment extended the Lease term from June 30, 2001, to June 30, 2023; added
Exhibit B describing the permanent improvements (i.e. the new "PAL Center") which were going
to be constructed at the premises; and updated the notice provision for the City under the
Lease; and
WHEREAS, Lessor and Lessee hereby wish to amend the Lease in order to: (1)
establish the permitted uses on the premises to coincide with the current uses of the PAL
Center; (2) clarify and establish the terms and conditions relating to the shared use of the
premises by Lessor and Lessee; and (3) clarify the obligations of Lessor and Lessee, in
connection with their respective use of the premises, including without limitation, apportioning
responsibility for the payment of operational expenses, management obligations, maintenance
obligations, insurance obligations and other like necessary conditions, in connection with
providing a recreational and sports facility for use by the community; and
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WHEREAS, the parties acknowledge that to the extent any of the provisions in this
Second Amendment are in conflict with the provisions of the SNPB Program agreement, the
provisions of the SNPB Program agreement shall govern.
NOW THEREFORE, the Lessor and the Lessee, for and in consideration of the mutual
covenants, agreements and undertakings herein contained, and in further consideration of the
payments herein mentioned, made and to be made, do by these presents mutually covenant
and agree to amend the Lease, as follows:
1. The recitals set forth above are true and correct and are incorporated herein by
reference.
2. The paragraph on page 1 of the Lease, commencing with the word
"WITNESSETH," is hereby amended as follows, including the replacement of Exhibit A with the
Exhibit A attached hereto and incorporated herein by reference:
WITNESSETH: The Lessor, for and in consideration of the rent herein reserved to be
paid by the Lessee, and in consideration of the covenants herein to be kept and performed by
the Lessee, does hereby lease and demise unto the Lessee the following described premises
City-owned facility (the "premises") situated in the City of Miami Beach, County of Dade, State
of Florida:
The building ("Building"), currently named and referred to as the "Pal Center", having
Aapproximately 12,600 13,367 sq. ft.,2o -preperty located at 999 11th Street, in Flamingo Park,
together with all improvements and appurtenances located thereon including, without limitation,
the improvements contemplated in Exhibit B to the First Amendment, which improvements have
been completed and accepted by Lessor, more particularly described as a portion of Block 90,
Ocean Beach, FL Addition No. 3 (Dade County P.B. 2, P. 81), as contained in the attached
Exhibit A.
Lessor and Lessee hereby acknowledge and agree that the premises, including, without
limitation, the Building are owned by the City of Miami Beach, Florida.
3. The paragraph on page 1 of the Lease (as amended by the First Amendment),
commencing with the words, "TO HAVE AND TO HOLD", is amended as follows:
TO HAVE AND TO HOLD the premises unto the Lessee, from the 1st day of July 1996 to
and including the 30th day of June, 2023 2025, the Lessee yielding and paying to the Lessor the
rental sum of one ($1.00) dollar per year., - - -- - - .e•'e e- - -• •• - - -••-• - - •-
4. The following paragraph on page 1 of the Lease is deleted in its entirety:
be made by Lessee concurrently with payment of the fixed minimum annual rental. Lessee
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agrces that it will pay its Proportionate Share of real estate taxes, if same are subsequently
assessed again&t--the---Build4Rg and its Proportionate Share of operating expenses in the
5. Paragraph 2 on page 2 of the Lease is deleted in its entirety and replaced with
the following:
Lessee agrees to pay for all utilities used within the premises including, but not limited to,
2. Payments.
2.1 Sales/Use/Excise Tax(es). Lessee shall pay all sales or use or excise tax(es), if
any, imposed, levied or assessed against the rent, or any other charge or payment required by
any governmental authority having jurisdiction over the premises, even though the taxing statute
or ordinance may purport to impose such charge or payment against Lessor. The payment of
such sales, use, or excise tax(es) shall be made by Lessee concurrently with payment of the
annual rental.
2.2 Real Estate Taxes. Lessee also agrees that it will pay its Proportionate Share of
real estate taxes, if same are also assessed against the premises.
As used herein, Lessee's "Proportionate Share" means a fraction, the numerator of
which is the square footage of the Building being occupied exclusively by Lessee and jointly by
Lessee and Lessor, and the denominator of which is the square footage of all of the rentable
area in the Building. As of the Effective Date, Lessee is occupying approximately fifty percent
(50%) of the Building, with the balance of the Building being occupied by the Lessor's Parks and
Recreation Department; with certain portions of the Building being occupied exclusively by PAL
("PAL's Area"), certain portions of the Building being occupied exclusively by the City ("City's
Area"), and certain portions of the Building being shared by PAL and the City ("Shared Area"),
as more particularly described in the Site Plan, attached hereto and incorporated herein as
composite Exhibit "A-1". Unless otherwise indicated herein, Lessee's Proportionate Share shall
be deemed to be fifty percent (50%). Lessee's Proportionate Share of real estate taxes will be
paid upon demand accompanied by a copy of the paid tax bill. Notwithstanding anything to the
contrary in this Lease, if the premises is assessed real estate taxes, solely as a result of PAL's
use of the premises (including the use by any subtenant's of PAL), PAL shall be solely
responsible for the total real estate tax assessment.
2.3 Operating Expenses: The operating expenses for the Building shall be shared
between the Lessor and Lessee, as follows:
2.3.1 Utilities: Based upon the parties' current use of the premises, Lessor and Lessee
shall each be responsible for payment of fifty percent (50%) of the total utility bills generated in
connection with the joint use of the premises, which includes the bills for electricity, water, and
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cable ("Shared Utility Expenses"). As of the Effective Date, Lessor pays for the water bill for
the premises ("City's Utility Expenses") and Lessee pays for the electricity and cable bills of the
Shared Utility Expenses for the premises ("PAL's Utility Expenses"). Each party shall continue
to pay the utility bills, as currently established; however, within thirty (30) days from the end of
each quarter (the end of each quarter shall be referred to herein as September 30th, December
31St, March 31St, and June 30th) throughout the term, Lessee shall provide Lessor with a
reconciliation, including the supporting documentation for PAL's Utility Expenses, and Lessor
will, in turn, provide Lessee with a reconciliation, including the supporting documentation for the
City's Utility Expenses, showing each party's respective share of the Shared Utility Expenses.
The reconciliation payment shall be due within thirty (30) days from receipt of the reconciliation.
The Lessor's Asset Manager shall provide Lessee with copies of the water bills, based upon the
established City of Miami Beach rates, and as registered on the onsite water meter for the
premises, which has been installed at the sole expense of the Lessor. If there is a material
change in the use of the premises (by fifteen percent (15%) or more), the parties agree to adjust
the proportionate share of the Shared Utility Expenses, as applicable, which adjustment shall be
subject to approval by the City Manager, and memorialize in writing through an amendment to
the Lease, executed by the City Manager on behalf of the City,
2.4 Back-Payment. Lessor and Lessee agree that upon the parties' execution of the
Second Amendment, Lessor shall pay Lessee the amount of $77,949.50 ("Back-Payment"),
representative of the agreed amount which Lessee has overpaid toward the Shared Utility Bills
for the premises prior to execution of this Second Amendment, which sum also includes a credit
for sums PAL owes the City in connection with PAL's portion of any City Utility Expenses, from
May 1, 2015 through December 31, 2015. The parties agree and acknowledge that such Back-
Payment constitutes full and final settlement of any responsibility or liability that the City may
have to reimburse PAL for overpayments toward the Shared Utilities, as of the Effective Date.
2.5 General Maintenance and Repairs. During the Lease term, Lessee will not
suffer or permit any strip or waste of the premises. Except as specifically required to be
maintained by Lessee in subsection 2.5.1, Lessor shall be responsible for the general
maintenance and repairs of the premises, inclusive of PAL's Area (excluding the interior floors
and walls of the PAL Area), City's Area, and the Shared Area. As referred to herein, "general
maintenance and repairs" shall include maintaining the interior of the premises, and every part
thereof, in good condition, including the HVAC systems, interior plumbing, interior electrical
problems and windows (Lessor's Repair Responsibility"). Lessee agrees to repair and maintain
the interior walls and floors of the PAL Area, and maintain, repair and replace the security
system, PAL phone system and PAL cable system, for the premises (not just PAL's Area) as
needed ("Lessee's Repair Responsibility). Lessor shall repair all doors and windows, as may be
required, as a condition precedent to Lessee performing any maintenance, repairs and/or
replacement of the existing security system.
2.5.1 Lessee's Day to Day Maintenance Responsibility. Lessee shall, at its sole cost
and expense, and to the reasonable satisfaction of the City, keep and maintain PAL's Area,
including all improvements, fixtures, and equipment thereon, in good, clean, and working order.
Lessee assumes sole responsibility and expense for day to day housekeeping, janitorial
services, and routine maintenance of PAL's Area. Lessee's day to day maintenance
responsibility shall include, without limitation, daily removal of litter, garbage and debris
generated by Lessee's use of the PAL Area, including all garbage disposal generated by its
operations and activities occurring therein, and interior paint and floors.
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2.5.2 Lessor's Day to Day Maintenance Responsibility. Lessor shall, at its sole cost
and expense, keep and maintain the City's Area and Shared Area, including all improvements,
fixtures, and equipment thereon, in good, clean, and working order. Lessor assumes sole
responsibility and expense for day to day housekeeping, janitorial services, and routine
maintenance of City's Area and Shared Area. Lessor's day to day maintenance responsibility
shall include, without limitation, daily removal of litter, garbage and debris generated by Lessor's
use of the City's Area and Lessor and Lessee's use of the Shared Area, including all garbage
disposal generated by its operations and activities occurring therein, and interior paint and
floors.
2.6 Capital Improvements. During the Lease term, and as the owner of the
premises, Lessor shall be responsible for any costs associated with all capital improvements to
the premises, which Lessor, in its reasonable discretion, deems necessary. As referred to
herein, capital improvements shall include roof, structural elements and infrastructure, exterior
walls, exterior plumbing and sewer lines, and major exterior electrical repairs (not otherwise the
responsibility of the electric company).
2.6.1 Notice of Maintenance and Capital Improvements to premises. During the Lease
term, Lessee shall provide Lessor with prompt notice of any general maintenance and repairs
and/or capital improvements which may be required in PAL's Area, and Lessor and Lessee shall
coordinate in good faith such repairs and/or maintenance so as to minimize the impact to PAL's
operations.
2.7 Security. Lessee shall be responsible for providing and maintaining a security
system in order to protect the equipment and furnishings at the premises. Under no
circumstances shall Lessee be responsible for any stolen or damaged materials, equipment,
and furnishings of Lessor's and/or Lessor's officials, employees, contractors, patrons, guests,
and/or invitees. Additionally, under no circumstances shall Lessor be responsible for any stolen
or damaged personal property of Lessee and/or Lessee's officials, employees, contractors,
patrons, quests, and/or invitees.
6. Paragraph 3 on page 2 of the Lease is hereby deleted in its entirety and replaced
with the following:
- -- - --- - - - _ - _ - - - - e - e -
interior modifications and maintenance. Lessee must first obtain Lessor's written
Master Plan as adopted by the City Commission. The Lessee shall have the right to use
any equipment, furnishings and fixtures left by Lessor on the premises. Lessor
represents that such equipment, furnishing and fixtures, are to be used in their "as is"
expense, throughout the duration of this Agreement. In the event any of the aforesaid
Agrccmcnt, Lcssee shall quietly and peacefully redeliver said equipment, furnishings
and fixtures to Lessor.
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3. The Lessee hereby reaffirms and acknowledges that, as of the Effective Date, it
continues to accept the premises in "As Is" condition. Lessee must first obtain Lessor's
written approval for any alteration, additions and/or improvements to the premises, and
then must pay for such modifications. Detailed plans for any proposed alteration to the
premises must first be submitted to Lessor, through its City Manager, for Lessor's prior
review and written approval. Upon expiration of this Lease, Lessee shall quietly and
peacefully redeliver to Lessor the premises and any equipment, furnishings and fixtures,
with the exception of the Fitness Center (as defined in subsection 7.8) equipment and
furnishings located in the PAL Area, which are not permanently affixed to the real estate.
7. Paragraph 7 on page 2 of the Lease is amended to add the following paragraphs
(subsections) and a new Exhibit A-1:
7.1 Use by PAL. Lessee shall have access and use of the premises, as more
particularly described in the attached composite Exhibit A-1. It is understood and agreed that
the premises shall be used by Lessee during the entire term of this Lease only for the purposes
and/or uses described in (and/or otherwise approved pursuant to) this subsection 7.1, and for
no other purposes or uses whatsoever ("PAL Approved Uses"). In the event that the Lessee
uses the premises for any purposes not expressly permitted herein, such use shall be
considered an event of default under this Lease. The PAL Approved Uses shall be limited to
and only include the following:
a. On-Site PAL Approved Uses. A recreational facility for use by PAL consistent
with its stated mission "to prevent juvenile delinquency through the use of academics,
athletics, and artistic activities" ("PAL's Mission"), which approved uses include PAL's
administrative offices; weight room and gym room membership for adults; Boxing
Program; adult Fitness Center; High School Fitness Program; distribution of snacks;
community meetings and Miami-Dade County elections' polling place. PAL also
participates in the following sponsorships/collaborations with community organizations,
including Another Chance Program Bicycle Program; Book Bag Giveaway; Boy Scouts;
Bus Pass Program; Girl Scouts; Kindergarten Corp.; Mommy & Me; National PAL
Mentoring Program; Nautilus School Awards Program; PAL Summer Work Program;
Police Explorers; Rad Kids; Safety Patrol Programs; Take Your Child to Work Program;
Thanksgiving Basket Giveaway Youth Director Council/Youth Leadership Program
(YDC); Track Club; and tutoring services.
b. Pal and City Collaborative Approved Uses. In addition to the above mentioned
PAL Approved Uses, there are recreational programs offered by the City of Miami
Beach, which may have a sponsorship component from PAL including, without limitation,
basketball, baseball, soccer, cheerleading, flag football, lacrosse, track, concession
stand sales, and other like community based youth programs.
7.2 Use by the City. Lessor shall have access and use of the premises, as more
particularly described in the attached composite Exhibit A-1, solely for the recreational and other
community activities which the City offers to the public, as determined by the City, in its sole
discretion, from time to time, to be in the best interest of the community ("City Approved Uses")
which approved uses include: providing a sport and recreational center; providing a quality after
school program, to include teacher work days and holidays; providing sports, recreational and
enrichment programs in a supervised environment; providing homework assistance, computer
training, cultural arts, career mentoring and social skills; providing Spring Break Camp, Winter
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Break Camp, and Summer Camp; providing disaster/hurricane on-site facility, as required by the
City; providing a venue for physical fitness programs; and public meetings.
7.3 Additional Programs/Adult vs Youth Programs. The parties agree and
acknowledge that, in furtherance of and consistent with the approved uses, Lessee and/or the
Lessor may wish to include additional activities and/or programs at the premises ("Additional
Programs"), which Additional Programs shall be mutually coordinated between the parties. As to
the City, such Additional Programs shall be coordinated through its Parks and Recreation
Department. The City and PAL shall mutually agree upon and approve any such Additional
Programs, in writing, in advance of their implementation. The Additional Programs must be
reasonably related to the PAL Approved Uses and the City Approved Uses and may not
materially interfere with each other's operation. PAL and the City hereby agree to use
reasonable efforts in mutually determining and agreeing upon the time, place, and manner in
the coordination of such Additional Programs, pursuant to policies and procedures, which shall
be established and mutually agreed upon by PAL's Executive Director, on behalf of PAL, and
the City's Parks and Recreation Director, on behalf of the City. Similarly, the parties agree that
the scheduling of any permitted programming which involves adult participants in the Shared
Area shall be coordinated in advance by the parties, and memorialized in writing, prior to the
commencement of said adult programming, so that such adult programming does not conflict
with any children and youth programming, with the children and youth programming taking
precedence over the adult programming.
7.4 Conflict Resolution. Should a conflict arise whereby Lessee and Lessor cannot
reach an agreement with respect to coordinating the shared use of the premises, including,
without limitation, the parties' failure to agree to an Additional Program, the matter may be
brought to the attention of the City Manager, whereby the City Manager will issue a written
decision with respect to the conflict. If either party is not satisfied with the decision of the City
Manager, the decision may be appealed to the City Commission within thirty (30) days from the
date of the City Manager's written decision and, if appealed timely, the final decision of the City
Commission shall be binding upon the parties. If a timely appeal is not made, the decision of
the City Manager shall be final.
7.5 In the event that Lessee seeks to use the premises for additional programs,
services, activities, and uses which are materially different from the approved uses (as
enumerated in subsection 7.1), then each such proposed new program, service, activity and use
shall be subject to the prior written approval of the City Manager, which approval shall not be
unreasonably withheld or delayed, and provided such proposed program, service, activity and/or
use is for a public purpose and is consistent with the approved uses herein. In the event of
approval by the City Manager, all such new program(s), service(s), activity(ies), and use(s) shall
be memorialized by written amendment to this Lease.,
7.6 Operation and Management of the Premises. Subject to the approved uses
enumerated in subsection 7.1 (as same may be amended from time to time), and any and all
other terms, limitations and required approvals contained in this Lease, and compliance with all
applicable laws, including, without limitation, securing a Business Tax Receipt, Lessee is
authorized and required to:
a. Manage and operate the PAL Area, in connection with the PAL Approved
Uses, activities, services, and programs thereon, for the purpose of coordinating,
implementing, and supervising all PAL Approved Uses;
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b. Maintain and provide for the day-to-day maintenance and housekeeping
of the PAL Area;
c. Provide and maintain, at its sole cost and expense, all labor, personnel,
materials, equipment, and furnishings, as reasonably required, to operate the PAL Area,
in accordance with the approved uses set forth in subsection 7.1. In the event any
materials, equipment, and/or furnishings are lost, stolen, or damaged, they shall be
promptly replaced or repaired at the sole cost and expense of the Lessee;
d. Supervise and direct all PAL employees, officers, agents, contractors,
invitees, visitors, and guests on the PAL Area and Shared Area, when being utilized by
PAL;
e. Maintain and supervise detailed, accurate and complete financial and
other records of all Lessee activities under this Lease in accordance with generally
accepted accounting principles. All financial records maintained pursuant to this Lease
shall be retained by Lessee as long as such records are required to be retained pursuant
to Florida Public Records Law, and shall be made available upon reasonable notice by
the City;
f. Develop and implement programs and activities which support and
promote the PAL Approved Uses (as same may be amended from time to time); and
P. Coordinate and cooperate with the City, in connection with approved
Additional Programs, as set forth in subsection 7.3 hereof, which coordination and
cooperation shall not be unreasonably withheld or delayed, and provided that such
Additional Programs do not materially interfere with PAL or the City's operations.
7.7 Hours of Operation. Lessor and Lessee herein agree that the normal hours of
operation for the premises shall be from 6:30 AM to 11:00 PM, Monday through Friday, and
8:00 AM to 8:00 PM, during the weekend, in order to accommodate the various programs which
operate from the premises, including, but not limited to:
a. PAL's Use of Premises:
Miami Beach Police Athletic League Fitness Center:
• Monday through Friday 6:30 AM — 11:00 PM
• Saturday and Sunday 8:00 AM —8:00 PM
Miami Beach Police Athletic League:
• Monday through Friday 7:00 AM —9:00 PM
• Saturday 12:00 PM —5:00 PM
• Sunday (depends upon program or event)
b. City's Use of Premises:
• Monday through Friday 8:30 AM —9:00 PM
• Saturday and Sunday 8:30 AM —9:00 PM
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The parties recognize and acknowledge that under certain circumstances, (i.e. special
events, special programming, etc.), the normal hours of operation may be modified to
accommodate a special event or program. Lessee may be permitted to extend its hours of
operation, but any prolonged extension shall be subject to the prior written consent of the City
Manager (which consent shall not be unreasonably withheld or delayed).
7.8 Lessor hereby consents to Lessee subleasing a portion of PAL's Area to Miami
Beach Policemen's Relief and Pension Fund and William Nichols Lodge No. 8 Fraternal Order
of Police, a Florida non-profit corporation, as more particularly delineated in Exhibit A-1.
Additionally, Lessor hereby consents to Lessee subleasing the portion of the premises
delineated for use as a fitness center (the "Fitness Center") on Exhibit A-1 to Miami Beach
Police Athletic League Fitness Center, Inc., a Florida for profit corporation, which entity is wholly
owned by PAL ("MB PAL Fitness Center").
As consideration for Lessor's approval of these subtenants, PAL indemnifies and holds
harmless Lessor, its elected officials, officers, employees and agents (collectively, the City),
from and against any and all damages, losses and all claims, counterclaims, suits, demands,
actions, causes of action, setoffs, liens, attachments, debts, judgments, liabilities or expenses
including, without limitation, attorney's fees and legal costs by reason of any claim, suit or
judgment arising or alleged to arise from, or relating to the use of the premises by any of said
subtenants, including, without limitation, real estate taxes which may be assessed against the
premises as a result of the use of the premises by any of the approved subtenants.
Additionally, PAL shall ensure that all said approved subtenants shall secure any requisite
governmental approvals to operate from the premises, including the requisite business tax
receipts.
Lodge
Additionally, Miami Beach Policemen's Relief and Pension Fund and William Nichols g e No.
8 Fraternal Order of Police, a Florida non-profit corporation, shall each carry and maintain the
following insurance coverages:
a. Comprehensive General Liability Insurance in the amount of $100,000 per
occurrence for bodily injury and property damage. This coverage shall include a waiver
of subrogation endorsement as to the City of Miami Beach. The City of Miami Beach
must be an Additional Named Insured with respect to this coverage; and
b. Workers' Compensation to meet the statutory requirements of the State of Florida.
Additionally, as further consideration for the approval of the Miami Beach Police Athletic League
Fitness Center, Inc., and as an additional public benefit, PAL shall ensure that the Fitness
Center shall provide all Miami Beach employees a reduced, full access pricing that is at least
25% off the non-employee membership fee, subject to compliance with the City's policies and
procedures, including, without limitation, any gift policies, as may be amended from time to time.
Miami Beach Police Athletic League Fitness Center, Inc. shall be required to carry and maintain
the same insurance coverages which PAL is required to maintain, as set forth in Paragraph 31.
8. Paragraph 10 on page 3 of the Lease is hereby deleted in its entirety.
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the premises.
9. Paragraph 19 on page 4 of the Lease is hereby deleted in its entirety.
19. the Lessee agrees that this Lease shall be subject and subordinate to any mortgage or
deed of trust presently encumbering the premises, or which may hereafter be made on account
the Lessor may hereafter at any time elect to place on the premise.
10. Paragraph 20 on page 4 of the Lease is amended as follows:
20. At the expiration of the term hereof, the Lessee shall quietly and peaceably deliver the
premises, and any equipment, furnishings, and fixtures (excluding the equipment for the Fitness
Center (as defined in subsection 7.8)) to the Lessor, in the same repair and condition in which
they were received, ordinary wear and tear excepted. No estate for years is created by this
Lease. Lessee shall be allowed to remove those "trade fixtures" installed by Lessee, and as set
forth in Paragraph 3. herein.
11. Paragraph 21 on page 5 of the Lease is hereby deleted in its entirety.
21. The Lessor covenants that it will keep the exterior roof and walls of the building in which
which to commence said repairs.
12. Paragraph 26 on page 5 of the Lease is amended as follows:
26. Should any mechanics' liens, mortgages, or other liens be filed against the premises or any
part thereof for any reason whatsoever by reason of Lessee's acts or omissions or because of a
claim against Lessee, Lessee shall cause the same to be cancelled and discharged, of record,
by bond or otherwise within twenty thirty (20 30 days after the filing such lien.)
13. Paragraph 27, commencing on page 5 of the Lease, is hereby deleted in its entirety.
Lessee by reason of the Lessor's inability to deliver possession. In such event, the rent set forth
herein shall abate until such time as the premises are ready for occupancy and the
14. Paragraph 30, commencing on page 6 of the Lease, is amended to update the
designated parties for notice purposes, as follows:
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r
For Lessor: Jimmy L. Morales
City Manager
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
With a copy to: Raul J. Aguila
City Attorney
City of Miami Beach
1700 Convention Center Drive
4th Floor
Miami Beach, Florida 33139
For the Lessee: Bernie Winer
Executive Director
999 11th Street
Miami Beach, Florida 33139
With a copy to: Daniel Oates
Chief of Police
1100 Washington Avenue
Miami Beach, Florida 33139
15. Paragraph 31 on page 7 of the Lease, entitled "Indemnification/Insurance", is
hereby amended, as follows:
31. Indemnification/Insurance
The Lessee shall indemnify, defend and hold Lessor harmless from any and all claims, liability,
losses, and causes of action which may arise out of Lessor's use of the premises under this
Agreement and shall pay all claims and losses of any nature whatsoever in connection therewith
and shall defend all suits, in the name of Lessor, and shall pay all costs (including attorney's
fees) and judgments which may issue thereon. This indemnification shall not be limited in any
way by the type or amount of insurance carried by Lessee.
The foregoing indemnity agreement shall apply to any and all claims or suits as determined by a
court of competent jurisdiction, and the Lessee, MIAMI BEACH POLICE ATHLETIC LEAGUE,
INC., shall specifically and distinctly assume all responsibility for reporting to the City's Risk
Management Office any and all accidents, claims or suits arising out of or in any way connected
with the aforesaid pcopectypremises within 24 hours of your knowledge of same.
The Lessee and Miami Beach Police Athletic League Fitness Center, Inc. shall carry and
maintain in full force and effect at all times during the term of this Agreement the following
insurance coverages:
a. Comprehensive General Liability Insurance in the amount of $300,000
$1,000,000 per occurrence for bodily injury and property damage, including products
and completed operations, contractual liability, and personal & advertising liability. The
City of Miami Beach must be an Additional Named Insured with respect to this coverage.
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b. All Risk Property Insurance to cover the replacement cost value of the
building and its contents tenant's improvements or betterments, including tenant's
personal property, at the full replacement cost with no coinsurance penalty provision.
The City of Miami Beach must be a Co-Named Insured and Loss Payee, as its interest
may appear.
c.
above. Additionally, Lessee and Miami Beach Police Athletic League Fitness Center,
Inc. hereby grant to the City of Miami Beach a waiver of any right to subrogation which
any insurer of the Lessee and/or of Miami Beach Police Athletic League Fitness Center,
Inc. may acquire against the City of Miami Beach by virtue of the payment of any loss
under such insurance. Lessee agrees to obtain any endorsement that may be
necessary to affect this waiver of subrogation and shall ensure that the insurance
policies for Miami Beach Police Athletic League Fitness Center, Inc. also contain a
waiver of subrogation endorsement; however, this waiver of the right of subrogation
provision applies regardless of whether or not the City of Miami Beach has received a
waiver of subrogation endorsement from the insurer for Lessee or Miami Beach Police
g
Athletic League Fitness Center,
Inc. All Certificates of Insurance shall state: This
insurance coverage is primary to all other coverages provided by the City of Miami
Beach.
d. Workers' Compensation and—€ oyer-sl bility to meet the statutory
requirements of the State of Florida and Employers' Liability with a limit of$1,000,000.
de. 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 A; VII or
better per A.M. Best's Key Rating Guide, latest edition, unless otherwise acceptable to
the City of Miami Beach Risk Management Office.
ef. Lessee shall furnish original certificates of insurance, evidencing the required
coverage, and receive approval of same by the City of Miami Beach Risk Management
Office, prior to the commencement of operations.
f. _ --. .-_ e - _ _ _- _ e- _ ee 0 -_ e . - _ 0_ -_e- _ .e
kept on file in the Finance Department, Insurance and Safety Division, Third Floor, City
I,atl-
16. Paragraph 31, on Page 8 of the Lease, entitled "Limitation of Liability", is hereby
renumbered to reflect Paragraph 32, instead of 31.
17. Paragraph 33 is hereby added to the Lease, as follows:
33. Executive Director. PAL shall hire, at its own expense, an Executive Director, who will
manage and operate all PAL activities, including fundraising. Within sixty (60) days from the
Effective Date of this Second Amendment, Lessee shall recommend a candidate for the
Executive Director position, to replace the full-time police officer currently assigned to this
position. The new Executive Director, as well as any subsequent Executive Directors for PAL,
shall have significant experience in non-profit organizational management, as well as in charity
fundraising. Additionally, the hiring of this new Executive Director, as well as any subsequent
Page 12 of 16
Executive Directors, shall require the prior written approval of the City Manager, on behalf of the
Lessor, which approval shall not be unreasonably withheld. For good cause, and upon the
request of the Lessee, the City Manager may extend the time to secure a candidate for the
Executive Director position, which extension shall not be unreasonable withheld.
18. Paragraph 34 is hereby added to the Lease, as follows:
34. Designated Police Officer. The City shall continue to support PAL's youth services to
the community by assigning one full-time police officer, to be selected by the City's Chief of
Police, at his or her reasonable discretion, and who shall be charged with the specific
assignment of supervising the police-community programs, consistent with PAL's mission of
serving youth, excluding fundraising activities ("Dedicated Police Officer"). During this
assignment, the Dedicated Police Officer shall report to the Chief of Police or his or her
designee. However, said Dedicated Police Officer may also be directed by PAL's Executive
Director, for day to day duties, so long as the Dedicated Police Officer operates at all times
within the rules of the City and the City's Police Department, works primarily on programs for the
youth, and does not engage, directly or indirectly, in fundraising activities.
19. Paragraph 35 is hereby added to the Lease, as follows:
35. This Lease is made with the understanding that Lessee shall at all times, throughout the
term of this Lease, remain a Florida not-for-profit corporation, pursuant to Chapter 617, Florida
Statutes, the Florida Not For Profit Corporation Act, and maintain a federal tax exemption
pursuant to IRC 501(c)(4). In the event that Lessee ceases to be a not-for-profit corporation,
this Lease shall be subject to termination upon thirty (30) days written notice by Lessor to
Lessee. Notwithstanding the foregoing, Lessee shall be permitted to operate the Fitness Center
through PAL's related entity, Miami Beach Police Athletic League Fitness Center, Inc., a Florida
for-profit corporation, which Lessor has approved as a subtenant in subsection 7.8 of the Lease,
subject to the conditions set forth therein.
20. Paragraph 36 is hereby added to the Lease, as follows:
36. Revenues from PAL related activities, financial records and reports.
36.1 Revenues from PAL Related Activities. The Lessor herein acknowledges that Lessee
may derive additional revenues from a portion of the approved uses it conducts on the premises
(such revenue generating uses may include, from time to time, events on the premises,
specialty sales, classes, lectures, and sale of food and beverages). Any revenue-generating
uses conducted from the premises must be in accordance with the approved uses in subsection
7.1 and consistent with this subsection 36.1 of the Lease. All revenues received by Lessee in
connection with such uses shall be dedicated exclusively to help fund Lessee's management,
operation, and maintenance of the premises, as required herein. In the event that revenue(s)
pertaining to Lessee's operation exceeds expenses during a particular budget year (in
accordance with projected annual operating budget submitted by Lessee to Lessor, pursuant to
subsection 36.2 herein), Lessor and Lessee agree that such excess, if any, shall be applied by
Lessee to support other programming of Lessee. For purposes herein, "revenues" shall also be
deemed to include public/private grant funding, and unrestricted donations and contributions
received by Lessee specifically ear-marked toward Lessee's operation, management and
programming. No portion of the net earnings resulting from the activities of Lessee on the
premises shall inure to the benefit of any private individual. Any revenue generating uses which
Page 13 of 16
are not consistent with the approved uses in subsection 7.1, shall first be approved, in writing,
by the City Manager(prior to commencement of same).
36.2 Financial Records and Reports. Lessee shall maintain on the premises, or at the
location set forth in the Notices section of this Agreement, or at such other place within Miami
Dade County, Florida, true, accurate, and complete records and accounts of all receipts and
expenses for any and all uses, services, programs, events, and activities (including, without
limitation all revenue generating uses) being conducted on the premises by PAL and MB PAL
Fitness Center, and shall give the City Manager, or his authorized representative, access during
reasonable business hours to examine and audit such records and accounts.
Throughout the term of this Lease, and no later than one hundred and twenty (120) days
following the closing of City's fiscal year (October 1st — September 30th), Lessee shall provide
the City Manager with an annual report of all uses, services, programs, events, activities and
operations (including, without limitation, all revenue generating uses) ("PAL Programs")
conducted upon the premises by PAL and MB PAL Fitness Center, referencing the number of
persons participating in the PAL Programs. Simultaneously with said annual report for the PAL
Programs, Lessee shall provide Lessor with audited financial statements for PAL and MB PAL
Fitness Center, certified as true, accurate and complete by Lessee and by its certified public
accountant.
36.3 The annual report for PAL and MB PAL Fitness Center shall also include a Profit and
Loss Statement (including gross revenues by categories from all revenue sources and operating
expenses by categories), and a detailed year-end Balance Sheet.
21. Paragraph 37 is hereby added to the Lease, as follows:
37. Budget and Funding for PAL.
37.1 Throughout the term of this Lease, Lessee shall prepare and present, commencing on
August 1, 2015, and thereafter by August 1 of each year, a proposed, detailed line item annual
operating budget for Lessee and MB PAL Fitness Center for the period from the next October 1
to September 30th, for review by the City Manager. Said budget shall include a projected
income and expense statement; projected year-end balance sheet; statement of projected
income sources; and application of funds. Additionally, the budget shall also include, without
limitation, the following detailed projections for PAL and MB PAL Fitness Center:
a. Gross revenues by categories from all revenue sources and revenue
generating uses derived on the premises;
b. Operating expenses;
c. Administrative, labor and general expenses;
d. Marketing, advertising and promotion expenses;
e. Utility costs;
f. Regular repairs and maintenance costs; and
P. In addition to subsection (f) above, Lessee shall identify for the Lessor,
such long term capital repairs and maintenance of facility infrastructure of
which Lessee may be aware. In conjunction with this subsection (g),
Lessee agrees to allow Lessor and/or its authorized representative(s)
access to the premises, as the City Manager may deem necessary, in his
reasonable judgment and discretion and upon at least 24 hours prior
Page 14 of 16
notice (written or verbal), for the purpose of Lessor conducting its own
facility assessment.
37.2 Programmatic Plan. Accompanying Lessee's proposed annual budget shall be Lessee's
programmatic plan for Lessee's upcoming fiscal year, detailing the then-known (planned) PAL
Programs (including an programs for the MB PAL Fitness Center) and the number of users
anticipated.
22. Paragraph 38 is hereby added to the Lease, as follows:
38. Use of Off-Duty Police Surcharge. Commencing as of the Effective Date of this Second
Amendment, PAL shall receive $1.00 per hour of the off-duty police surcharge fund ("Surcharge
Contribution"), subject to funding availability, during the term of this Lease. This Surcharge
Contribution shall be paid to PAL on a quarterly basis, upon PAL presenting a written request to
the Chief of Police or his or her designee. PAL may use the Surcharge Contribution for the
payment of the salary of the Executive Director, PAL's Utility Expenses, PAL's programming,
and other like operational expenses.
23. Upon execution of this Second Amendment, the Memorandum of Understanding
("MOU"), dated as of October 29, 2007, shall be void ab initio. The parties acknowledge that
the only agreements in effect, relating to the premises, shall be the Lease Agreement, the First
Amendment and this Second Amendment. In consideration of the mutual covenants contained
in this Second Amendment, receipt of which is hereby acknowledged, Pal, on its behalf and on
behalf of its successors and/or assigns, hereby releases and forever discharges, and expressly
agrees to indemnify and hold harmless the City of Miami Beach, its Mayor, Commissioners,
Officers, employees, Agents, Representatives and Members, together with their successors
and/or assigns, from any and all alleged or actual claims, actions or damages which PAL shall
or may have arising out of or relating to the MOU or PAL's alleged failure to receive any benefits
or privileges under the MOU including, without limitation, the $1.00 Surcharge referred to
therein.
24. In light of the longstanding relationship between the City and PAL and the
benefits which the PAL organization provides to the Miami Beach residents and community at
large, and further subject to PAL being in good standing under the Lease, it is the intent of the
Administration, within a year of the Effective Date of this Second Amendment, to place an item
for discussion before the City Commission, relating to the possible approval of a new lease with
PAL, effectively extending the current lease term for a period of time in excess of ten (10) years.
The parties understand that the approval of said new lease by the City Commission, shall be in
the City Commission's sole discretion, and said approval, if granted at all, shall be subject to
any other approvals which may be required under the City Code or City Charter, including, if
required, the approval of said new lease by a majority of the voters in a City-wide referendum.
25. Except as amended herein, all other terms and conditions of the Lease
Agreement and First Amendment shall remain unchanged and in full force and effect.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
Page 15 of 16
r
IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be executed by their appropriate officials, as of the date first entered above.
FOR LESSOR:
CITY OF MIAMI BEACH, F
ATTEST:
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By _ ,
fael . G nad , C, Clerk : 1.--y� �:� ilip Levi -'e, ''''#o
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i* �s—Y;, � ' *5 /
$ : I RATED:
, BY: 4 af.,,-(-0 . i
Print Name: C.) 04.-ai//C� h�'444,y„26-
FOR LESSEE:
MIAMI BEACH POLICE
ATHLETIC LEAGUE, INC.
ATTEST:
BY: / By: //a0
Melanie izaga , Secretary Pres' ent ; Alejandro Bello
BY: Imo. LAi III . A L_ _ APPROVED AS TO
Print Na e: ilarrangiff i, as FORM &LANGUAGE
&FOR EXECUTION
C9\4,,c----- 0,1,--,9,5" (&
City Attorney 't' Date
F:\ATTO\TORG\Agreements\PAL Agreement-SECOND AMENDMENT TO LEASE AGREEMENT City Final 2-24-16.docx
Page 16 of 16
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A Location Map
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Exhibit A-1
NORTH
Community Room Wrestling Room
(Shared) (Shared)
Recreation Restroom
(PARKS)
Stairs
Hallway Elevator
Playtime Room
(Shared) Q (PARKS)
WEST
Each maintains EAST
computer stations Kitchen
N Recreation
ti Office (Shared) FOP Office
a (PARKS)
PAL ; (PAL)
Executive Women's
Office (PAL) Restroom Men's Restroom
Gym Office (Shared)
*Needs ADA* (Shared)
(PAL)
Fitness Center
(Cardio Room)
Fitness Center (PAL)
(PAL)
SOUTH
•
NORTH
Classroom Computer Lab
(Arts &Crafts Room) (Shared)
(PARKS)
Classroom
(Guitar Room)
Shared)
rn
C
WEST <
tl) 4
EAST
Pension Office
(PAL) Classroom
(Homework Room)
>- (Shared)
Q
Stairs Opening J
Office (PAL)
Library (Shared) ; Computer Lab
(Shared)
SOUTH