Lease Agreement with the Miami Beach Chamber of Commerce b174c7/ 5_
LEASE AGREEMENT
g-7 2017
THIS LEASE AGREEMENT, made CITY this
OF MIAMI BEACH, FLORIDA, a Florida
(the "Lease"), by and between the
municipal corporation (the "City") and Miami Beach Redevelopment Agency, a public
body corporate and politic (the "RDA"), (hereinafter collectively referred to as
"Landlord"), and the MIAMI BEACH CHAMBER OF COMMERCE, a Florida not-for-
profit corporation, (hereinafter referred to as "Tenant").
1. Demised Premises.
Landlord owns that certain land (the "Land") and the facility (the "Facility") located
thereon, located at 1661 Pennsylvania Avenue, Miami Beach, Florida 33139,
which includes a municipal garage (the "Penn Garage"), having approximately
560 parking spaces, and ground floor retail space (the "Retail Space"), having
approximately 7,655 square feet (the Land and the Facility shall be collectively
referred to herein as the "Property"). Landlord, in consideration of the rentals
hereinafter reserved to be paid and of the covenants, conditions and agreements
to be kept and performed by the Tenant, hereby leases, lets and demises to
Tenant, and Tenant hereby leases and hires from Landlord, those certain
premises, which are part of the Retail Space (the "Demised Premises"), having
approximately 935 square feet, as depicted in Exhibit 1, and more fully described
as follows:
The north-easterly 935 square feet of Unit 1, of Pennsylvania
Garage Condominium, a Condominium, according to the
Declaration thereof, as recorded in Official Records Book 28080, at
Page 4536, of the Public Records of Miami-Dade County, Florida.
a/k/a 530 17 Street, Miami Beach, Florida 33139.
2. Term.
2.1. Tenant shall be entitled to have and to hold the Demised Premises for a
term of two (2) years and twenty-five (25) days, commencing retroactively
on the 7th day of December, 2016 (the "Commencement Date"), and
ending on the 31st day of December, 2018. For purposes of this Lease,
and including, without limitation, Subsection 2.2 herein, a "contract year"
shall be defined as that certain period commencing on the 1st day of
January, and ending on the 31st day of December.
2.2. Notwithstanding anything in this subsection, or any other term or condition
in this Lease, Landlord reserves the right, through the City Manager, to
terminate this Lease, without cause and without liability to Landlord, upon
providing Tenant with ninety (90) days prior written notice.
2.3. This Lease does grant any additional parking privileges not already
available to the general public. Although receipt is not guaranteed, Tenant
may apply for Garage Access cards at the City Parking Department at the
Parking Department's standard rates.
3. Rent.
3.1. Base Rent:
Tenant's payment of Rent, as defined in this Section 3, shall commence
retroactively on January 1st, 2017 (the "Rent Commencement Date").
3.1.1. The Base Rent for the Demised Premises shall be for One
Dollar($1.00) per Contract Year and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged by the parties hereto.
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. Unless otherwise expressly designated as Tenant's responsibility in
this Subsection 3.2 or elsewhere in this Lease, Landlord shall be
responsible for the common area operating expenses for the Property,
such as common area maintenance for the Property, including any
common area within the Retail Space (excluding Tenant's
maintenance responsibility, as delineated in Subsection 3.2.2),
Property real estate taxes (excluding Tenant's real estate tax
responsibility with respect to the Demised Premises, as delineated in
Subsection 3.2.4), and all-risk insurance (excluding Tenant's insurance
responsibility, as delineated in Section 10).
3.2.2. Janitorial Services for Common Area Restrooms in Demised Premises.
Notwithstanding anything in section 3.2.1 or any other provision set
forth herein, as Tenant is the sole tenant currently using the restroom
facilities in Unit 1, until such time as another tenant moves into Unit 1,
Miami Beach Chamber of Commerce shall be solely responsible for
any all day to day janitorial maintenance of the restroom including
restocking of sanitary supplies.
3.2.3. Intentionally Omitted
3.2.4. Tenant's Taxes and Sales Taxes.
Concurrent with the payment of the Base Rent and Additional Rent as
provided herein, Tenant shall also pay any and all sums for all
applicable tax(es), including without limitation, sales and use taxes and
real estate taxes, imposed, levied or assessed against the Demised
Premises or Tenant's use of the Premises, or any other charge or
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payment required by any governmental authority having jurisdiction
thereover, even though the taxing statute or ordinance may purport to
impose such tax against Landlord.
The real estate payment for the Retail Space for year 2017 is
estimated at zero dollars ($0.00). Notwithstanding the foregoing
sentence, the City makes no warranty or representation, whether
expressed or implied, that the Retail Space and/or the Demised
Premises will not be subject to ad valorem (or other) taxes (real estate
taxes) in subsequent years. If the Retail Space is assessed real estate
taxes, the City will pay the real estate tax bill and invoice Tenant for the
portion of the real estate tax bill, attributed to the Demised Premises or
Tenant's use of the Demised Premises, as determined by Landlord in
its sole discretion and judgment.
3.2.5. Enforcement.
Tenant agrees to pay the Base Rent, Additional Rent, and any other
amounts as may be due and payable by Tenant under this Lease, 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, Landlord may exercise any or all options available
to it hereunder, which options may be exercised concurrently or
separately, or Landlord 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
Finance Department
1700 Convention Center Drive, 3rd Floor
Miami Beach, Florida 33139
or at such other address as the City manager or his/her designee may, from time
to time, designate in writing.
5. Intentionally Omitted
6. Intentionally Omitted
7. Use and Possession of Demised Premises.
7.1. Use of Demised Premises:
The Demised Premises shall be used by Tenant solely for the purpose(s)
of providing brochures, maps, tourism information, guidance, and general
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assistance with questions or issues regarding Greater Miami and the
Beaches.
Tenant's uses and/or services provided in conjunction with the Demised
Premises may require Tenant to interact, from time to time, with City of
Miami Beach officials and employees, acting in their regulatory capacity.
Notwithstanding the preceding, Tenant hereby represents and warrants to
Landlord that it shall in no way, whether express or implied, give the
impression that Tenant is in any way acting as an agent and/or
representative of the City of Miami Beach or the Miami Beach
Redevelopment Agency, nor that, by virtue of this Lease, Tenant derives
any special benefit and/or consideration from the City (acting in its
regulatory capacity) with regard to Tenant's services to third parties. Any
violation of this Subsection 7.1 by Tenant shall be deemed as an
automatic default under this Lease and, notwithstanding any other
provision set forth herein, shall entitle Landlord to automatically terminate
this Lease, without further notice to Tenant, and without liability to
Landlord.
7.2. The Demised Premises may be open for operation seven (7) days a week,
with hours of operation being as follows:
Hours of Operation: Sunday - Saturday: 9:00 AM to 5:00 PM
Nothing herein contained shall be construed to authorize hours contrary to
the laws governing such operations. Any change in the days and/or hours
of operation shall require
enthe prior no eventritten consent of the shallthe hours of operationlty Manager;
provided, however, extend
earlier than 7:00 AM, or later than 11:00 PM.
7.3. It is understood and agreed that the Demised Premises shall be used by
Tenant during the Term of this Lease only for the purpose(s)/use(s) set
forth in Section 7 hereof, 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 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 Landlord may
declare this Lease in default pntto Section l8 or,other lega�act acut tion. to
Tenant, restrain such improper use by injunction or
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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 oshall be made
er's sole and absolute
discretion. Additionally, any and all approvedimprovements
at Tenant's sole expense and responsibility. All permanent (fixed)
improvements to the Demised Premises shall remain the property of
Landlord upon termination and/or expiration of this Lease. Upon
termination and/or expiration of this Lease, all personal property and non-
permanent trade fixtures may be removed by 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.the use of licensed, construction
shall
be accomplished throughreputable contractors s who
are acceptable to Landlord. Any and all permits and or licenses required
for the installation of improvements shall be the sole cost and
responsibility of Tenant.
8.2. Notwithstanding Subsection 8.1, upon termination and/or expiration of this
Lease, and at City Manager'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 Lease.
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) which do not
exceed Five Hundred ($500.00) Dollars, provided that the work is not
structural, and provided that it is permitted by applicable law.
9. Landlord'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
Landlord may consider necessary; and for the purpose of preventing fire,
theft or vandalism. Landlord agrees that, whenever reasonably possible, it
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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
ofLandlord to do any work that under
maythe performance thereof by Landlord
be required to perform, and
shall not constitute a waiver of Tenant's default.
9.2. If 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 Landlord or such
agents liable therefore.
9.3. Tenant shall furnish Landlord with duplicate keys to all locks including
exterior and interior doors prior to (but no later than by)
the
Commencement Date of this Lease. 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
Landlord with duplicate keys to said locks in advance of their installation.
10. Tenant's Insurance Requirements.
10.1. Before beginning any work and throughout the term of the Lease
(including renewal periods), Tenant shall, at its sole cost and expense,
comply with all insurance requirements of Landlord. It is agreed by the
parties that Tenant shall not occupy the Demised Premises until proof of
the following insurance coverage have 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:
10.2. 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.
10.3. Commercial General Liability on a comprehensive basis in an amount not
less than $1,000,000 combined single limit per occurrence, for bodily
injury and property damage. beCityof shownlaasl BeachadditionalMnsured withiami Beach
Redevelopment Agency must
respect to this coverage.
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10.4. Additionally Tenant will be insured for the following coverage:
10.4.1. Intentionally Omitted
10.5. Intentionally Omitted
10.6. 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 Lease).
10.7. Intentionally Omitted
10.8. The insurance coverage required shall include those classifications, as
listed in standard liability insurance manuals, which most nearly reflect the
operations of the provider.
10.9. Any insurance coverage required above must include a waiver of
subrogation in favor of the City and the RDA.
10.10. 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. BestCompany,
phe O1dwick, New Jersey,
Risk Management
or its equivalent, subject to the approvalCity
Division.
10.10.1. CERTIFICATE HOLDER MUST READ:
C/O Insurance Tracking Services, Inc. (ITS)
P.O. Box 20270
Long Beach, CA 90801
10.10.2. Updated COI must be submitted to ITS via email with the following:
1. Email address: miamibeach.contracts@instracking.com
2. Copy Andrew Bejel at AndrewBejel@miamibeachfl.gov and Febe
Perez at febeperez@miamibeachfl.gov on the submittal to ITS
10.11. 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 Lease.
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10.12. Landlord reserves the right to impose additional reasonable insurance
requirements as Landlord may deem necessary or in accordance with
common practice.
10.13. The policies of insurance referred to above shall not be subject to
cancellation or changing coverage except upon at least thirty (30) das s
written notice to Landlord and then subject to the prior written approval
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the City's Risk Manager. Should Tenant fail to obtain, maintain or renew
the policies of insurance referred to above, in the required amounts,
Landlord may, at its sole discretion, obtain such insurance, and any sums
expended by Landlord in obtaining said insurance, shall be repaid by
Tenant to Landlord, plus ten percent (10%) of the amount of premiums
paid to compensate Landlord for its administrative costs. If Tenant does
not repay City's expenditures within fifteen (15) days of demand, the total
sum owed shall accrue interest at the rate of twelve percent (12%) until
paid, and such failure shall be deemed an event of default hereunder.
10.14. Waiver of Subrogation.
Tenant hereby waives, on behalf of itself and its insurer(s) (none of which
shall ever be assigned any such claim or be entitled thereto due to
subrogation or otherwise), any and all rights of recovery, claim, action, or
cause of action, against Landlord, its agents, officers, or employees, for
any loss or damage that may occur to the Demised Premises, or any
improvements thereto, or any personal property of such party therein, by
reason of fire, the elements, or any other causes which are, or could or
should be insured against under the terms of the standard fire and
extended coverage insurance policies referred to in this Lease, regardless
of whether such insurance is actually maintained and regardless of the
cause or origin of the damage involved, including negligence of Landlord,
its agents, officers, or employees.
The Tenant shall obtain from its respective insurer(s), under all policies of
fire, theft, public liability, worker's compensation, and other insurance
maintained at any time during the term hereof insuring or covering the
Retail Space or any portion thereof or operations therein, a waiver of all
rights of subrogation which Tenant's insurer might have against Landlord,
and Tenant shall indemnify, defend, and hold harmless Landlord against
any loss or expense, including reasonable attorneys' fees (appellate or
otherwise) resulting from the failure to obtain such waiver.
11. Intentionally Omitted
12. Assignment and Subletting.
Tenant shall not have the right to assign the Lease or sublet the Demised
Premises.
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13. Operation, Maintenance and Repair.
13.1. Tenant shall be solely responsible for the operation, maintenance and
repair of the Demised Premises. Tenant shall, at its sole expense and
responsibility, maintain the Demised Premises, and all fixtures and
appurtenances therein, and shall make all repairs thereto, as and when
needed, to preserve them in good working order and condition. Tenant
shall be responsible for all interior walls and the interior and exterior of all
windows and doors, as well as immediate replacement of any and all plate
glass or other glass in the Demised Premises which may become broken,
using glass of the same or better quality.
13.1.1. Landlord shall be responsible for the maintenance of the roof, the
exterior of the Property, the structural electrical and plumbing (other
than plumbing surrounding any sink(s) and/or toilet(s), including such
sink(s) and toilet(s) fixture(s), within the Demised Premises), the
common areas and any HVAC systems shared by more than one
tenant. Landlord shall maintain and/or repair those items that it is
responsible for, so as to keep same in proper working condition.
Demised
13.1.2. If Landlord provides separatea air-conditioning
thagTenant shall unit for besolely
Premises, Tenant agrees and
responsible for the maintenance, repair and replacement of the
heating/ventilation/air-conditioning (HVAC) equipment servicing the
Demised Premises, at Tenant's sole expense.
13.1.3. Tenant further agrees and understands that, if Landlord provides a
separate HVAC unit for the Demised Premises, Landlord, at its sole
discretion, may require that Tenant obtain, at any time during the Term
of this Lease, and continuously maintain in good standing, at Tenant's
expense, throughout the Term of this Lease, a maintenance and r
contract, approved by Landlord, with a service company previously
approved in writing by Landlord, providing for the preventative
maintenance and repair of all HVAC equipment servicing the Demised
Premises. In the event that Landlord notifies Tenant that it will require
Tenant to contract for said maintenance and repair services, Tenant
shall provide to Landlord, in writing, within ten (10) business days, the
name(s) and telephone number(s) of service company(ies) for the
City's review and approval. Tenant shall provide a copy of a current,
enforceable and fully executed maintenance and repair contract, no
later than ten (10) business days after receipt of the City's approval of
the service company, as proof of Tenant's compliance with this
provision.
13.2. All damage or injury of any kind to the Demised cmand equipment) (if
wwithout limitation its fixtures, glass, appurtenances
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any), or to the building fixtures, glass, appurtenances, and equipment, if
any, except damage caused by the gross negligence and/or willful
misconduct of Landlord, shall be the sole obligation of Tenant, and shall
be repaired, restored or replaced promptly by Tenant, at its sole expense
and to the satisfaction of Landlord.
be in
13.3. Allof the aforesaid torepairs,
shall
or better than the original work or installations
class
quality and class equallinstallations
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 Landlord, at the expense of Tenant, and all sums
spent and expenses incurred by Landlord shall be collectable by Landlord
and shall be paid by Tenant within three (3) days after submittal of a bill or
statement therefore.
13.5. shallIt Tenant's sole made by
obligation
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renovations, to the Demised
renovaa tioo ns, repairs and/or improvements
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). a when due all
Tenant is solely responsible for, and shall promptly pay
charges for electricity, gas, cable, telephone, internet, janitorial garage
service and any other utility service provided to the Demised Premises,
including, without limitation, all hook-up fees and impact fees, NOT
included as an Operating Expense (pursuant to Subsection 3.2.1).
In addition to other rights and remedies hereinafter reserved to Landlord,
upon the failure of Tenant to pay for such utility services (as contemplated
in this Subsection 13.6) when due, Landlord may elect, at its sole
discretion, to pay same, whereby Tenant agrees to promptly reimburse
Landlord upon demand.
In no event, however, shall Landlord be liable, whether to Tenant or to
third parties, for an interruption or failure in the supply of any utilities or
services to the Demised Premises.
13.7. TENANT HEREBY ACKNOWLEDGES AND AGREES THAT ARE BEING LEASED IN THEIR PRESENT THE
DMISED PREMISES "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
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governments, and any and all of their departments and bureaus applicable to the
Demised Premises, and shall also comply with and fulfill all rules, orders, and
regulations for the prevention of fire, all at Tenant's own expense and
responsibility. Tenant shall pay all cost, expenses, claims, fines, penalties, and
damages that may be imposed because of the failure of Tenant to comply with
this Section, and shall indemnify and hold harmless Landlord 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 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 Landlord reasonable security as may be demanded by
Landlord 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 (11A) times the amount of such lien or such
claim of lien. Such security shall be posted by Tenant within ten (10) days of
written notice from Landlord, or Tenant may "bond off' the lien according to
statutory procedures. Tenant will immediately pay any judgment rendered with all
proper 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 Lease (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 Lease shall be terminated as of the date of such taking, and shall
thereafter be completely null and void, and neither of the parties hereto
shall thereafter have any rights against the other by reason of this Lease
or anything contained therein, except that any rent prepaid beyond the
date of such taking shall be prorated to such date, and 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 Lease, 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 Landlord in any such Eminent Domain
proceeding, excepting, however, Tenant shall have the right to claim and
recover from the condemning authority, but not from Landlord, such
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compensation as may be separately awarded or recoverable by Tenant in
Tenant's own right on account of any and all damage to Tenant's business
by reasons of the condemnation and for or on account of any cost or loss
which Tenant might incur in removing Tenant's furniture and fixtures.
18. Default.
18.1. Default by Tenant:
At Landlord's option, any of the following shall constitute an Event of
Default under this Lease:
18.1.1. The Base Rent, Additional Rent, or any other amounts as may be due
and payable by Tenant under this Lease, or any installment thereof, is
not paid promptly when and where due, and Tenant shall not have
cured such failure within five (5) days after receipt of written notice
from Landlord specifying such default;
18.1.2. The Demised Premises shall be deserted, abandoned, or vacated;
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 Landlord specifying any such default; or such longer period
of time acceptable to Landlord, at its sole discretion;
18.1.3. 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;
18.1.4. 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;
18.1.5. Tenant shall become insolvent;
18.1.6. Tenant shall make an assignment for benefit of creditors;
18.1.7. A receiver is appointed for Tenant by any court and shall not be
dissolved within thirty (30) days thereafter; or
18.1.8. The leasehold interest is levied on under execution; or
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19. Rights on Default.
19.1. Rights on Default:
19.1.1. In the event of any default by Tenant as provided herein, Landlord
shall have the option to do any of the following, in addition to and not in
limitation of, any other remedy permitted by law or by this Lease;
19.1.2. Terminate this Lease, in which event Tenant shall immediately
surrender the Demised Premises to Landlord, but if Tenant shall fail to
do so Landlord may, without further notice, and without prejudice to
any other remedy Landlord 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 Landlord
for all loss and damage which Landlord may suffer by reasons of such
Lease termination, whether through inability to re-let the Demised
Premises, or otherwise.
19.1.3. 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 Lease 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 Landlord, as provided in the Notices section of this
Lease; 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.
19.1.4. Enter the Demised Premises as the agent of Tenant, by force if
necessary, without being liable to prosecution or any claim for
damages therefore; remove Tenant's property there from; and re-let
the Demised Premises, or portions thereof, for such terms and upon
such conditions which Landlord deems, in its sole discretion, desirable,
and to receive the rents therefore, and Tenant shall pay Landlord 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 Landlord; and for the
purpose of re-letting, Landlord 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 Landlord any
deficiency as aforesaid.
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19.1.5. Take possession of any personal property owned by Tenant on said
Demised Premises and sell the same at public or private sale, and
apply same to the payment of rent due, holding Tenant liable for the
deficiency, if any.
19.1.6. It is expressly agreed and understood by and between the parties
hereto that any installments of rent accruing under the provisions of
this Lease which shall not be paid when due shall be subject to a late
charge of Fifty and 00/100 ($50.00), plus interest at the rate of
eighteen (18%) percent per annum, or the maximum amount allowable
under Florida law, whichever is lesser, from the due date of payment
until such time as payment is actually received by Landlord. Any failure
on Landlord's behalf to enforce this Section shall not constitute a
waiver of this provision with respect to future accruals of past due rent.
19.1.7. If Tenant shall default in making any payment of monies to any person
or for any purpose as may be required hereunder, Landlord may pay
such expense but Landlord shall not be obligated to do so. Tenant,
upon Landlord's paying such expense, shall be obligated to forthwith
reimburse Landlord for the amount thereof. All sums of money payable
by Tenant to Landlord hereunder shall be deemed as rent for use of
the Demised Premises and collectable by Landlord from Tenant as
rent, and shall be due from Tenant to Landlord on the first day of the
month following the payment of the expense by Landlord.
19.1.8. The rights of Landlord under this Lease shall be cumulative but not
restrictive to those given by law and failure on the part of Landlord to
exercise promptly any rights given hereunder shall not operate to
waive or to forfeit any of the said rights.
19.2. Default by Landlord:
The failure of Landlord to perform any of the covenants, conditions and
agreements of this Lease which are to be performed by Landlord and the
continuance of such failure for a period of thirty (30) days after notice
thereof in writing from Tenant to Landlord (which notice shall specify the
respects in which Tenant contends that Landlord failed to perform any
such covenant, conditions and agreements) shall constitute a default by
Landlord, unless such default is one which cannot be cured within thirty
(30) days because of circumstances beyond Landlord's control, and
Landlord within such thirty (30) day period shall have commenced and
thereafter shall continue diligently to prosecute all actions necessary to
cure such defaults.
However, in the event Landlord fails to perform within the initial thirty (30)
day period provided above, and such failure to perform prevents Tenant
from operating its business in a customary manner and causes an undue
14
hardship for Tenant, then such failure to perform (regardless of
circumstances beyond its control) as indicated above, shall constitute a
default by Landlord.
19.3. Tenant's Rights on Default:
If an event of Landlord's default shall occur, Tenant, to the fullest extent
permitted by law, shall have the right and option to terminate this Lease
and all of its obligations hereunder by giving written notice of such election
to Landlord, and shall further have the right to pursue any actions at law or
suits in equity to obtain damages resulting from Landlord's default.
Notwithstanding anything in this Section 19.3 or the Lease, in the event of
a default by Landlord, Tenant hereby agrees and acknowledges that in no
event shall Landlord be liable for any incidental, indirect, special or
consequential damages, including without limitation loss of revenue and
lost profits, of Tenant which may be alleged as a result of Landlord's
default.
20. Laws:
20.1. Compliance.
Tenant shall comply with all applicable City, County, State, and Federal
ordinances, statutes, rules and regulations (including but not limited to all
applicable environmental City, County, State, and Federal ordinances,
statutes, rules and regulations, as same may be amended from time to
time.
20.2. No Discrimination.
Tenant hereby agrees hereby agrees to comply with the City of Miami
Beach Human Rights Ordinance, as codified in Chapter 62 of the City
Code, as may be amended from time to time, prohibiting discrimination in
employment, housing, public accommodations, or public services, on the
basis of actual or perceived race, color, national origin, religion, sex,
intersexuality, sexual orientation, gender identity, familial and marital
status, age, ancestry, height, weight, domestic partner status, labor
organization membership, familial situation, political affiliation, or disability.
21. Indemnity Against Costs and Charges.
21.1. Tenant shall be liable to Landlord for all costs and charges, expenses,
reasonable attorney's fees, and damages which may be incurred or
sustained by Landlord, by reason of Tenant's breach of any of the
provisions of this Lease. Any sums due Landlord under the provisions of
this item shall constitute a lien against the interest of 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.
15
21.2. If Tenant shall at any time be in default hereunder, and if Landlord shall
deem it necessary to engage an attorney to enforce the City's rights and
Tenant's obligations hereunder, Tenant will reimburse Landlord 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.
22. Indemnification Against Claims.
22.1. Tenant shall indemnify and save Landlord 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 the
Property or appurtenance used in connection with the Demised Premises,
occasioned in whole or in part by any of the following:
22.1.1. An act or omission on the part of Tenant, or any employee, agent,
contractor, invitee, guest, assignee, sub-tenant or subcontractor of
Tenant;
22.1.2. 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;
22.1.3. Any breach, violation, or non-performance of any undertaking of
Tenant under this Lease;
22.1.4. The use or occupancy of the Demised Premises by Tenant or anyone
holding or claiming to hold through or under this Lease.
22.2. Tenant agrees to pay all damages to the Demised Premises and/or the
Property used in connection therewith, caused by Tenant or any
employee, agent, contractor, guest, or invitee of Tenant.
23. Signs and Advertising.
Without the prior written consent of the City Manager, which consent, if given at
all, shall be at the City Manager's sole and absolute discretion, Tenant shall not
permit the painting and display of any signs, plaques, lettering or advertising
material of any kind on or near the Demised Premises. All additional signage
shall comply with signage standards established by the City and comply with all
applicable building codes, and any other municipal, County, State and Federal
laws.
24. Effect of Conveyance.
The term "City", "RDA", and/or "Landlord" as used in the Lease means only the
owner for the time being of the Property containing the Demised Premises, so
16
that in the event of any sale of said Property, or in the event of a lease of said
Property, Landlord shall be and hereby is entirely freed and relieved of all
covenants and obligations of Landlord hereunder, and it shall be deemed and
construed without further agreement between the parties, or between the parties
and the purchaser at such sale, or the lease of this building, that the purchaser or
Tenant has assumed and agreed to carry out all covenants and obligations of
Landlord hereunder.
25. Damage to the Demised Premises.
25.1. 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"), Landlord,
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, Landlord shall as
soon as possible utilize the insurance proceeds to cause the damage to
be repaired, and the Rent meanwhile shall be abated proportionately as to
the portion of the Demised Premises rendered untenantable; provided
however, that Landlord 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
Lease.
25.2. If the Demised Premises shall be rendered wholly untenantable by reason
of such occurrence, Landlord 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,
Landlord shall have the right, to be exercised by notice in writing delivered
to Tenant within sixty (60) days from and after said occurrence, to elect
not to reconstruct the destroyed Demised Premises, and in such event,
this Lease and the tenancy hereby created shall cease as of the date of
said occurrence, the Rent to be adjusted as of such date. If the Demised
Premises shall be rendered wholly untenantable, Tenant shall have the
right, to be exercised by notice in writing, delivered to Landlord within thirty
(30) days from and after said occurrence, to elect to terminate this Lease,
the Rent to be adjusted accordingly.
Notwithstanding any clause contained in this Section 25, if the damage is
not covered by the City's insurance, then Landlord shall have no obligation
to repair the damage, but Landlord shall advise Tenant in writing within
thirty (30) days of the occurrence giving rise to the damage and of its
17
decision not to repair, and Tenant may, at any time thereafter, elect to
terminate this Lease, and the Rent shall be adjusted accordingly.
26. Quiet Eniovment.
Tenant shall enjoy quiet enjoyment of the Demised Premises and shall not be
evicted or disturbed in possession of the Demised Premises so long as Tenant
complies with the terms of this Lease.
27. Waiver.
27.1. It is mutually covenanted and agreed by and between the parties hereto
that the failure of Landlord to insist upon the strict performance of any of
the conditions, covenants, terms or provisions of this Lease, or to exercise
any option herein conferred, will not be considered or construed as a
waiver or relinquishment for the future of any such conditions, covenants,
terms, provisions or options but the same shall continue and remain in full
force and effect.
27.2. A waiver of any term expressed herein shall not be implied by any neglect
of Landlord to declare a forfeiture on account of the violation of such term
if such violation by continued or repeated subsequently and any express
waiver shall not affect any term other than the one specified in such
waiver and that one only for the time and in the manner specifically stated.
27.3. The receipt of any sum paid by Tenant to Landlord after breach of any
condition, covenant, term or provision herein contained shall not be
deemed a waiver of such breach, but shall be taken, considered and
construed as payment for use and occupation, and not as Rent, unless
such breach be expressly waived in writing by Landlord.
28. Notices.
The addresses for all notices required under this Lease shall be as follows, or at
such other address as either party shall be in writing, notify the other:
LANDLORD: City Manager
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
With copy to: Office of Real Estate
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
18
TENANT: Jerome Libbin, President
Miami Beach Chamber Of Commerce
1920 Meridian Ave, 3rd Floor
Miami Beach, Florida 33139
All notices shall be hand delivered and a receipt requested, or by certified mail
with Return receipt requested, and shall be effective upon receipt.
29. Entire and Binding Lease.
This Lease contains all of the agreements between the parties hereto, and it may
not be modified in any manner other than by agreement in writing signed by all
the parties hereto or their successors in interest. The terms, covenants and
conditions contained herein shall inure to the benefit of and be binding upon
Landlord and Tenant and their respective successors and assigns, except as
may be otherwise expressly provided in this Lease.
30. Provisions Severable.
If any term or provision of this Lease or the application thereof to any person or
circumstance shall, to any extent, be invalid or unenforceable, the remainder of
this Lease, or the application of such term or provision to persons or
circumstances other than those as to which it is held invalid or unenforceable,
shall not be affected thereby and each term and provision of this Lease shall be
valid and be enforced to the fullest extent permitted by law.
31. Captions.
The captions contained herein are for the convenience and reference only and
shall not be deemed a part of this Lease or construed as in any manner limiting
or amplifying the terms and provisions of this Lease to which they relate.
32. 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.
33. Limitation of Liability.
Landlord desires to enter into this Lease only if in so doing Landlord can place a
limit on the City's liability for any cause of action for money damages due to an
alleged breach by Landlord of this Lease, so that its liability for any such breach
never exceeds the sum of one hundred ($100.00) Dollars. Tenant hereby
expresses its willingness to enter into this Lease with Tenant's recovery from
Landlord for any damage action for breach of contract to be limited to a
maximum amount of $100.00. Accordingly, and notwithstanding any other term
or condition of this Lease, Tenant hereby agrees that Landlord shall not be liable
to Tenant for damage in an amount in excess of $100.00 for any action or claim
for breach of contract arising out of the performance or non-performance of any
obligations imposed upon Landlord by this Lease. Nothing contained in this
Section or elsewhere in this Lease is in any way intended to be a waiver of the
19
limitation placed upon the City's liability as set forth in Florida Statutes, Section
768.28.
34. 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
Landlord the Demised Premises, together with any and all equipment, fixtures,
furnishings, appliances or other personal property, if any, located at or on the
Demised Premises and used by Tenant in the maintenance, management or
operation of the Demised Premises, excluding any trade fixtures or personal
property, if any, which can be removed without material injury to the Demised
Premises, free of all liens, claims and encumbrances and rights of others or
broom-clean, 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 Lease and is not so removed
may, at the option of Landlord, be deemed abandoned by Tenant, and either may
be retained by Landlord as its property or may be removed and disposed of at
the sole cost of Tenant in such manner as Landlord may see fit. If the Demised
Premises and personal property, if any, be not surrendered at the end of the
Term as provided in this Section, Tenant shall make good Landlord all damages
which Landlord shall suffer by reason thereof, and shall indemnify and hold
harmless Landlord 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.
35. Time is of the Essence.
Time is of the essence in every particular and particularly where the obligation to
pay money is involved.
36. Venue:
this Lease shall be deemed to have been made and shall be construed and
interpreted in accordance with the laws of the State of Florida. this Lease shall be
enforceable in Miami-Dade County, Florida, and if legal action is necessary by
either party with respect to the enforcement of any and all the terms or conditions
herein, exclusive venue for the enforcement of same shall lie in Miami-Dade
County, Florida.
LANDLORD AND TENANT HEREBY KNOWINGLY AND INTENTIONALLY
WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING
THAT LANDLORD AND TENANT MAY HEREIN AFTER INSTITUTE AGAINST
EACH OTHER WITH RESPECT TO ANY MATTER ARISING OUT OF OR
RELATED TO THIS AGREEMENT.
20
37. 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.
38. 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 Landlord harmless from any loss, damage, cost,
or expense of Landlord, 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 38 shall survive the termination or
earlier expiration of this Lease.
39. FLORIDA PUBLIC RECORDS LAW.
39.1. Tenant shall comply with Florida Public Records law under Chapter 119,
Florida Statutes, as may be amended from time to time.
39.2. The term "public records" shall have the meaning set forth in Section
119.011(12), which means all documents, papers, letters, maps, books,
tapes, photographs, films, sound recordings, data processing software, or
other material, regardless of the physical form, characteristics, or means
of transmission, made or received pursuant to law or ordinance or in
connection with the transaction of official business of the City.
39.3. Pursuant to Section 119.0701 of the Florida Statutes, if Tenant meets the
definition of"Tenant" as defined in Section 119.0701(1)(a), Tenant shall:
39.3.1. Keep and maintain public records required by the City to perform the
service;
39.3.2. Upon request from the City's custodian of public records, provide the
City with a copy of the requested records or allow the records to be
inspected or copied within a reasonable time at a cost that does not
21
exceed the cost provided in Chapter 119, Florida Statutes or as
otherwise provided by law;
39.3.3. Ensure that public records that are exempt or confidential and exempt
from public records disclosure requirements are not disclosed, except
as authorized by law, for the duration of the contract term and following
completion of the Lease if Tenant does not transfer the records to the
City;
39.3.4. Upon completion of the Lease, transfer, at no cost to the City, all public
records in possession of Tenant or keep and maintain public records
required by the City to perform the service. If Tenant transfers all public
records to the City upon completion of the Lease, Tenant shall destroy
any duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements. If Tenant keeps
and maintains public records upon completion of the Lease, Tenant
shall meet all applicable requirements for retaining public records. All
records stored electronically must be provided to the City, upon
request from the City's custodian of public records, in a format that is
compatible with the information technology systems of the City.
39.4. REQUEST FOR RECORDS; NONCOMPLIANCE.
39.4.1. A request to inspect or copy public records relating to the City's
contract for services must be made directly to the City. If the City does
not possess the requested records, the City shall immediately notify
Tenant of the request, and Tenant must provide the records to the City
or allow the records to be inspected or copied within a reasonable
time.
39.4.2. Tenant's failure to comply with the City's request for records shall
constitute a breach of this Lease, and the City, at its sole discretion,
may: (1) unilaterally terminate the Lease; (2) avail itself of the remedies
set forth under the Lease; and/or (3) avail itself of any available
remedies at law or in equity.
39.4.3. A Tenant who fails to provide the public records to the City within a
reasonable time may be subject to penalties under s. 119.10.
39.5. CIVIL ACTION.
39.5.1. If a civil action is filed against a Tenant to compel production of public
records relating to the City's contract for services, the court shall
assess and award against Tenant the reasonable costs of
enforcement, including reasonable attorney fees, if:
22
39.5.1.1. The court determines that Tenant unlawfully refused to comply with
the public records request within a reasonable time; and
39.5.1.2. At least 8 business days before filing the action, the plaintiff
provided written notice of the public records request, including a
statement that Tenant has not complied with the request, to the City
and to Tenant.
39.5.2. A notice complies with subparagraph (1)(b) if it is sent to the City's
custodian of public records and to Tenant at Tenant's address listed on
its contract with the City or to Tenant's registered agent. Such notices
must be sent by common carrier delivery service or by registered,
Global Express Guaranteed, or certified mail, with postage or shipping
paid by the sender and with evidence of delivery, which may be in an
electronic format.
39.5.3. A Tenant who complies with a public records request within 8 business
days after the notice is sent is not liable for the reasonable costs of
enforcement.
39.6. IF THE TENANT HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO
THE TENANT'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT:
CITY OF MIAMI BEACH
ATTENTION: RAFAEL E. GRANADO, CITY CLERK
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORIDA 33139
E-MAIL: RAFAELGRANADO@MIAMIBEACHFL.GOV
PHONE: 305-673-7411
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
23
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.
Landlord:
CITY OF MIAMI B , ' , LORIDA
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By: Me Numemmit1
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Landlord:
MIAMI BEACH REDEVELVaPMENT
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