Lease Agreement with South Florida Seniors in Action, Inc G20(6-629q37
LEASE AGREEMENT
THIS LEASE AGREEMENT, made this day of O T cent , 2016, by and
between the CITY OF MIAMI BEACH, a Florida municipal corporation (hereinafter referred to
as "City" or "Landlord"), and SOUTH FLORIDA SENIORS IN ACTION, INC, 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 one hundred forty-two (142) square feet of leasable office
space on the 1st floor of the South Shore Community Center (a.k.a. the 6th
Street Community Center or the "Building"), located at 833 Sixth Street, 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 thirty-nine (36) months and eight-teen (18) days, commencing on the 12th day of
September, 2016 (the "Commencement Date"), and ending on the 30th day of
September, 2019. For purposes of this Lease Agreement, and including, without
limitation, Subsections 2.2 and 2.3 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 NOTWITHSTANDING SUBSECTIONS 2.1 HEREIN, THIS AGREEMENT MAY BE
TERMINATED BY EITHER PARTY, WITHOUT CAUSE AND FOR CONVENIENCE
AT ANY TIME DURING THE TERM (INCLUDING ANY RENEWAL TERM), UPON
FURNISHING THIRTY (30) DAYS WRITTEN NOTICE TO THE OTHER PARTY.
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 One Dollar and Twenty Cents ($1.20) per year, payable by
Tenant monthly, 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
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any and all additional sums for all applicable sales and use tax, now or
hereafter prescribed by Federal, State or local law.
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 One Hundred Thirty Eight Dollars and 88/100 ($130.88)
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 electrical service, water service,
sewer service, stormwater costs, maintenance and repair costs and
janitorial service to the Building (including the Demised Premises).
"Common Facilities" shall mean all Building areas, spaces, equipment, as
well as certain services, available, on a non-exclusive basis, for use by or
for the benefit of Tenant and/or its employees, agents, servants,
volunteers, customers, guests and/or invitees, for their intended purposes
during the hours of operation, in common with others entitled thereto and
subject to any rules and regulations imposed by Landlord. Tenant
acknowledges that any Common Facilities shall at all times be under the
exclusive control and management of Landlord.
Irrespective of the items listed above, amounts due by Tenant, associated
with Common Facilities Operating Expenses, will be determined based on
Tenant's pro-rata share of the items more specifically described in "Exhibit
3.2.1", which is hereby made a part of this Lease Agreement. Pro-rata
share shall mean the percent which the Demised Premises bears to the
total square footage of leasable space within the Building, which share is
hereby agreed to be 1.120%. 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.
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.
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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.
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.
Intentionally Omitted.
6. Security Deposit.
Intentionally Omitted.
7. Use and Possession of Demised Premises.
7.1 The Demised Premises shall be used by the Tenant solely for the purpose(s) of
providing services to the elderly community in Miami Beach.
7.2 The Demised Premises shall be used solely and during the following hours of
operation:
Monday— Friday: 8:00 AM to 5:00 PM
Monday— Friday: 5:00 PM to 8:00 PM (optional "Extended Hours") *
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.
* During any time which Tenant chooses to operate Extended Hours, Tenant shall
either operate only out of the back door of the Building, adjacent the parking lot
located at the northeast side of the Building, ensuring to control access to the
Building by maintaining the door locked and opening the door for Tenant's
customers only; or if Tenant chooses to receive customers through the main
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entrance to the Building during Extended Hours, thereby keeping the main gate
open, Tenant shall, at its sole cost and expense, hire a security guard for the
Extended Hours to be located at the Building's main entrance to ensure
unauthorized persons do not enter the Building. Tenant shall be responsible to
ensure all gates are locked at the end of the Extended Hours.
7.3 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.
7.4 Tenant shall also maintain its not-for-profit status in full force and effect, and in good
standing, throughout the Term herein.
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.
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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 Tenant's maintenance and
repair of the Demised Premises) to the Demised Premises which do not exceed Five
Hundred ($500.00) Dollars, provided that the work is not structural and 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 Before beginning any work and throughout the term of the Agreement (including
renewal periods), Tenant shall, at its sole cost and expense, 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 coverage have
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been reviewed and approved by the City's Risk Manager. All insurance policies
required below shall be issued by companies authorized to do business under the
laws of the State of Florida. Provider shall indicate that insurance coverage has
been obtained which meets the requirements as outlined below by submitting
original certificates of insurance to the City's Risk Manager and Asset Manager
respectively:
10.1.1 Worker's Compensation for all employees of the provider as
required by Florida Statute 440 and Employer's Liability coverage in
accordance with the Florida Statutory requirements.
10.1.2 Commercial General Liability on a comprehensive basis in an
amount not less than $2,000,000 combined single limit per
occurrence, for bodily injury and property damage. City of Miami
Beach must be shown as an additional insured with respect to this
coverage.
10.1.3 Intentionally Omitted
10.1.4 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).
10.1.5 Intentionally Omitted
10.1.6 The insurance coverage required shall include those classifications, as
listed in standard liability insurance manuals, which most nearly reflect the
operations of the provider.
10.1.7 Any insurance coverage required above must include a waiver of
subrogation in favor of the City.
10.1.8 The company must be rated no less than "B+" as to management,
and no less than "Class VII" as to financial strength, by the latest
edition of Best's Insurance Guide, published by A.M. Best
Company, Oldwick, New Jersey, or its equivalent, subject to the
approval of the City Risk Management Division.
10.1.9 CERTIFICATE HOLDER MUST READ:
CITY OF MIAMI BEACH
1700 CONVENTION CENTER DRIVE
3rd FLOOR— OFFICE OF REAL ESTATE
MIAMI BEACH, FL 33139
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10.2 Compliance with the foregoing requirements shall not relieve the vendor of his
liability and obligation under this section or under any other section of this
Agreement.
10.3 City reserves the right to impose additional reasonable insurance requirements as
the City may deem necessary or in accordance with common practice.
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/or the tax lot and/or property/Building which may include the Demised
Premises (hereinafter referred to as the "tax lot"), 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 b i I t(s) or other evidence of suc h 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.
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
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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 HVAC system, roof,
structural exterior of the Building, the structural electrical and plumbing (other than
plumbing surrounding any sink(s) and/or toilet(s), including such sink(s) and toilet(s)
fixtures, within the Demised Premises), and the common areas. 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
cost and expense, 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.
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.
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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 the 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 (11/2) times the amount of such lien or such
claim of lien. Such security shall be posted by Tenant within ten (10) days of written notice
from the City, or 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
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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 The Tenant shall fail to comply with any material term, provision, condition
or covenant contained herein other than the payment of rent and shall not
cure such failure 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;
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;
18.1.9 The leasehold interest is levied on under execution; or
18.1.10 Tenant fails to maintain its not-for-profit status in current and good
standing, as required pursuant to Subsection 7.4 herein.
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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, 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
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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.
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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.
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.
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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 Subsection 19.4 and Section 32 of this Agreement.
19.4 Limitation of City's Liability in the Event of City's Default:
NOTWITHSTANDING SUBSECTIONS 19.2 AND 19.3 OF THIS AGREEMENT,
TENANT AND THE CITY HEREBY ACKNOWLEDGE AND AGREE THAT, AS
THE CITY HAS AGREED TO LEASE THE DEMISED PREMISES TO TENANT (AS
A NOT-FOR-PROFIT ENTITY) FOR RENT AT SUBSTANTIALLY BELOW-
MARKET VALUE, THE CITY'S LIABILITY FOR ANY DAMAGES AND OR OTHER
RECOVERABLE COSTS SHALL BE SUBJECT TO THE MAXIMUM AMOUNT AS
SET FORTH IN SECTION 32 ("LIMITATION OF LIABILITY") 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.
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;
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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 Premises
by the 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. Skins 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 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
14
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 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, 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.
15
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: Eddie Sierra
South Florida Seniors in Action, Inc
2954 SW 25th Terrace
Miami, Florida 33133
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 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.
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30. Captions.
The captions contained herein are for the convenience and reference only and shall not
be deemed a part of this 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 one Thousand Dollars ($1,000.00). 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 one Thousand Dollars
($1,000.00). 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 one Thousand Dollars ($1,000.00) 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, a pp liances
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 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.
17
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 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.
38. Prohibitions Regarding Sale or Use of Expanded Polystyrene Food Service Articles.
Pursuant to Section 82-7 of the City Code, as may be amended from time to time,
effective August 2, 2014, the City has prohibited the use of expanded polystyrene food
service articles by City Contractors, in connection with any City contract, lease,
concession agreement or Special event permit.
Expanded polystyrene is a petroleum byproduct commonly known as Styrofoam.
Expanded polystyrene is more particularly defined as blown polystyrene and expanded
18
and extruded foams that are thermoplastic petrochemical materials utilizing a styrene
monomer and processed by any number of techniques including, but not limited to, fusion
of polymer spheres (expandable bead foam), injection molding, foam molding, and
extrusion-blown molding (extruded foam polystyrene).
Expanded polystyrene food service articles means plates, bowls, cups, containers, lids,
trays, coolers, ice chests, and all similar articles that consist of expanded polystyrene.
To the extent the Lease permits the Tenant to sell, use or provide food in the Demised
Premises, Tenant agrees not to sell, use, provide food in, or offer the use of expanded
polystyrene food service articles at the Demised Premises or in connection with this
Lease. A violation of this Section shall be deemed a default under the terms of this
Lease. To the extent applicable, this subsection shall not apply to expanded polystyrene
food service articles used for prepackaged food that have been filled and sealed prior to
receipt by the Tenant or its vendors.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
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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, • -IDA
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Ra a- ""Panado, CI Y ERK Philip Levir` MAYOR
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F:\RHCD\$ALL\ECON\$ALL\ASSET\6STREET.CTR\LEASES\SFSIA\Lease Agreement-South Florda Seniors In Action Final 9-6-2016
20
EXHIBIT 1
Demised Premises
FP
LIGHTHOUSE CHURCH .x". /�.,-
0
% STORAGE 133 �' rill1111 illIM\
05 SF �
Sf
==i 1 rII..m...=IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII *4\ ,
iii El 3
.,�JP,Bli Senior 1; ;,aLis..„.„.,
._...............,....__ ,,,, ''''„,.STORAGE MIAA�I)ADE t
zw sF
' '_ I gas SF
o m1_1
2.722 W , po to t 111
4. 0,
,'''''1.42 SF.
it
� _ � Y
I
•Weer SOUTH r'y IIi4 F
A a FLORIDA � /
SENIORS i Ii . ea 'tilt:fr.
IN ACTION 151/i4 F1/
v t s worst
f- r/ i
— 4—s-- r= ii A
WOr r .. r- a ill
Wilir IfilaY
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A : I SOWN MIAIBEACH
(I) R I'1 WENN
x
21
EXHIBIT 3.2.1
Operating Expenses
South Shore Community Center
833 6th Street
2013 Fiscal Year Operating Expenses (Total without Insurance)
Per Leasable
Total Square Foot
Cost Cost
Utilities Electricity 49,263 3.89
Water 3,454 0.27
Sewer 2,951 0.23
Stormwater (estimate) 2,500 0.20
Subtotal $ 58,172 $ 4.59
Maintenance Janitorial 33,189 2.62
Elevator 1,428 0.11
Cooling Tower Treatment 1,644 0.13
Fire Services 362 0.03
Pest Control 642 0.05
Repairs& Maintenance 44,691 3.53
Subtotal $ 81,962 $ 6.47
Insurance Property Insurance
Hurricane Exposure
Subtotal $ - $ -
Total Annual Operating Expenses $ 140,135 $ 11.06
Building Square Footage Distribution
1st Floor 2nd Floor Total
Leasable Area 8,850 3,826 12,676
Common Area 4,198 990 5,188
Total 13,048 4,816 17,864
22