2002-24900 Reso
RESOLUTION NO.
2002-24900
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA, AUTHORIZING THE MAYOR AND CITY
CLERK TO EXECUTE A LEASE AGREEMENT BETWEEN THE CITY OF
MIAMI BEACH AND ROMA WAXING, INC., FOR USE OF
APPROXIMATELY 1350 SQUARE FEET OF CITY-OWNED PROPERTY
LOCATED AT 777 17TH STREET, MIAMI BEACH, FLORIDA, FOR A
THREE YEAR TERM, COMMENCING ON DECEMBER 1, 2002, AND
ENDING ON NOVEMBER 30, 2005; AND FURTHER WAIVE, BY 5/7THS
VOTE, THE COMPETITIVE BIDDING REQUIREMENT; AS REQUIRED BY
SECTION 82-39 OF THE MIAMI BEACH CITY CODE, FINDING SUCH
WAIVER TO BE IN THE BEST INTEREST OF THE CITY.
WHEREAS, Roma Waxing, Inc. (Roma Waxing) has requested to enter into a three
(3) year lease with the CitYih for the use of approximately 1350 square feet of City-owned
property located at 777 17 Street (the Property) as a retail space; and
WHEREAS, the preservation of a retail environment on the ground floor of the
Property, at this time, is conducive to maintaining the pedestrian character of the linkage
between Lincoln Road Mall and the Civic/Convention Center area; and
WHEREAS, Section 82-39 of the Miami Beach City Code, governing the sale/lease
of public property, requires a public bidding process, a Planning Department analysis, and
an independent appraisal to determine the value of the leasehold interest; as well as a
public hearing to obtain citizen input; and
WHEREAS, Section 82-39 further provides for the waiverofthe competitive bidding
requirement, by 5/7ths vote of the Mayor and City Commission, for leases of City land of
five (5) years or less, upon a finding by the Mayor and City Commission that the public
interest would be served by waiving such conditions.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City
Commission, following a duly noticed Public Hearing, authorizing the Mayor and City Clerk
to execute a Lease Agreement between the City of Miami Beach and Roma Waxing, Inc.,
for use of approximately 1350 square feet of City-owned property located at 777 17'h
Street, Miami Beach, Florida, for a three year term, commencing on December 1, 2002,
and ending on November 30, 2005; and further waive, by 5/7ths vote, the competitive
bidding requirement; as required by Section 82-39 of the Miami Beach City Code, finding
such waiver to be in the best interest of the City.
PASSED and ADOPTED this 19th
ATTEST:
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CITY CLERK
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CITY OF MIAMI BEACH
COMMISSION ITEM SUMMARY
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Condensed Title:
A Resolution approving a Lease Agreement with Roma Waxing, Inc., for a portion of the
City property located at 777 _17th Street, for a 3 year period, including a proposed waiver of
competitive bidding requirements, set forth in Section 82-39 of the City Code.
Issue:
Should the Lease Agreement, which includes waiver of the competitive bidding
requirement, be approved?
Roma Waxing, an existing tenant whose current lease expires in November 2002,
requested to enter into a new three (3) year lease for the use of 1350 square feet of the
777 - 1 ih Street building, for a retail body waxing/hair removal business. The City
Commission authorized the purchase of the Property to address the City's ongoing need
for administrative office expansion. While implementation of the aforestated objective
has begun, the Administration also considers that at this time, the preservation of the
Property's ground floor retail environment is conducive to maintaining and enhancing
the pedestrian character of the linkage between Lincoln Road Mall and the
Civic/Convention Center area. Moreover, as part of the City's good faith effort to
accommodate existing tenants, this lease is deemed to be in the City's best interest.
The lease term coincides with the City's future use needs (e.g. relocation of Police &
Fire Pension office) and the rental rate is based on the appraised market rate and the
rates beinc charced to the building's newer tenants.
Item Summa fRecommendation:
A Public Hearing was set for 5/8/02, and was opened and continued to allow for
completion of negotiations and address newly raised issues. Negotiations have
concluded. The Administration recommends that the Mayor and Commission:
Ado t the Resolution a rovin the Lease A reement.
Advisory Board Recommendation:
I N/A
Financial Information:
Amount to be expended: None
D
Finance Dept.
NIA
Source of
Funds:
T: GENDA\2002\JUN1902\REGULAR\ROMA.Lease.SUM.doc
AGENDA ITEM
DATE
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CITY OF MIAMI BEACH
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139
www.ci.miami-beach.fl.us
COMMISSION MEMORANDUM
To:
Mayor David Dermer and
Members of the City Commission
Date: June 19, 2002
From:
Jorge M. Gonzalez ../\ ~
City Manager '??u:uJ0-lC...V'
Subject:
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA, AUTHORIZING THE MAYOR AND CITY
CLERK TO EXECUTE A LEASE AGREEMENT BETWEEN THE CITY OF
MIAMI BEACH AND ROMA WAXING, INC., FOR USE OF APPROXIMATELY
1,350 SQUARE FEET OF CITY-oWNED PROPERTY LOCATED AT 77717TH
STREET, MIAMI BEACH, FLORIDA, FOR A THREE YEAR TERM,
COMMENCING ON DECEMBER 1,2002, AND ENDING ON NOVEMBER 30,
200S; FURTHER WAIVING, BY SnTHS VOTE, THE COMPETITIVE BIDDING
REQUIREMENT; AS REQUIRED BY SECTION 82-39 OF THE MIAMI
BEACH CITY CODE, FINDING SUCH WAIVER TO BE IN THE BEST
INTEREST OF THE CITY.
ADMINISTRATION RECOMMENDATION
Adopt the Resolution.
ANALYSIS
Roma Waxing, Inc. (Roma Waxing), which is currently one of the building's tenants, has
requested to enter into a new three (3) year lease with the City, to continue the use of
approximately 1350 square feet of City-owned property located at 777 - 17th Street (the
Property), as a retail space for its body waxing/hair removal business. Roma Waxing's
current Lease Agreement expires on November 30, 2002.
The City Commission authorized the purchase of said Property to address the City's
ongoing need for administrative office expansion on a graduated basis. While the
Administration has begun implementing the aforestated objective, it also considers that the
preservation of a retail environment on the ground floor of the Property, at this time, is
conducive to maintaining and enhancing the pedestrian character of the linkage between
Lincoln Road Mall and the Civic/Convention Center area. Additionally, as part of the City's
good faith effort to accommodate existing tenants, this lease is deemed to be in the City's
best interest. The proposed lease term will coincide with the City's future use needs (e.g.
relocation of Police & Fire Pension office) and proposed rent is based on the appraised
market rate and the rates being charged to the building's newer tenants.
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Section 82-39 of the Miami Beach City Code, governing the sale/lease of public property,
provides that the lease of any City-owned property for a period of five years or less,
including option periods, requires the following:
. a competitive public bidding process
. a Planning Department analysis
. an independent appraisal to determine the value of the leasehold interest
. a public hearing to obtain citizen input
The proposed Lease Agreement is for a term of three (3) years. Any option to renew shall
be at the City's sole discretion. Attached is a copy of the analysis provided by the City's
Planning Department finding no negative impact related to the proposed lease, as well as a
certified appraisal from Quinlivan and Associates reflecting a market rental value for ground
floor retail space ranging from $22.00 to $25.00 per square foot.
Roma's current lease rate is $21.22 per square foot. The lease rate reflected in the
proposed Lease is $22.00 per square foot, an increase of approximately 3.7%, and provides
for 3% annual increases on the anniversary of the two remaining years. This rate has been
deemed to be equitable as it is in keeping with increases provided in the other tenant's
leases and is still within the range provided in the appraisal. Additionally, Roma shall pay
operating costs, which include common area maintenance, real estate taxes, insurance, and
any and all applicable Florida sales taxes.
Section 82-39 further provides for the waiver of the competitive bidding requirement, by
5/7ths vote of the Mayor and City Commission, upon a finding by the Mayor and City
Commission that the public interest would be served by waiving such conditions.
There is also requirement that there be a minimum fifteen (15) day advertised notice
advising of the public hearing. On April 1 0, 2002, the Mayor and City Commission set the
public hearing for May 8, 2002, at which time the Public Hearing was opened and continued
to allow for resolution of some newly raised issues. On May 29, 2002, the matter was
continued to allow for completion of the negotiations, which have since been concluded.
Based on the foregoing, the Administration recommends that the Mayor and City
Commission waive the competitive bidding requirements, finding same to be in the City's
best interest, and approve the attached Lease Agreement with Roma Waxing, Inc.
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CITY OF MIAMI BEACH
PLANNING DEPARTMENT
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From:
Christina Cuervo
Assistant City Manager
Jorge Gomez, AICP~
Director of Planning ~ Zoning
To:
Date:
April 22, 2002
Subject: 777 17th Street Lease Agreement
Pursuant to your request, this memorandum will serve as an analysis of the lease
Agreement between the City of Miami beach and Roma Waxing, Inc. for the use
of 1,350 square feet of retail space at 777 17th Street. The lease agreement will
be for a three year period commencing December 1, 2002 through November 30,
2005.
Section 82-38 of the Code of the City of Miami Beach requires that any proposed
sale or lease of City-owned land be analyzed from a planning perspective so that
the City Commission and the public are fully appraised of all conditions relating to
the proposed sale or lease. The following is an analysis of the criteria delineated
in the Code:
1. Whether or not the proposed use is in keeping with city goals and
objectives and conforms to the city comprehensive plan.
Consistent - The property is located within the CD-3 high intensity
commercial future land use category. The lease agreement between the
City and Roma Waxing, Inc. is consistent with the future land use category
description contained in the Comprehensive Plan.
2. The impact on adjacent property, including the potential positive or
negative impacts such as diminution of open space, increased
traffic, noise level or enhanced property values, improved
development patterns and provision of necessary services. Based
on the proposed use of the property, the city shall determine the
potential impact of the project on city utilities and other
infrastructure needs and the magnitude of costs associated with
needed infrastructure improvements. Should it become apparent
that further evaluation of traffic impact is needed, the proponent
shall be responsible for obtaining a traffic impact analysis from a
reputable traffic engineer.
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Consistent - The property subject to the lease is existing, and previously
was used as retail space as well. There would be no diminution of open
space as no new construction is being proposed. No additional utility or
infrastructure is expected to be necessary.
3. A determination as to whether or not the proposed use is in keeping
with a public purpose and community needs, such as expanding the
city's revenue base, creating jobs, creating a significant revenue
stream, and improving the community's overall quality of life.
Consistent - This proposal will accrue funds to the City, as well as create
several jobs. The revenue stream generated will help defray the cost of
acquisition of the building, which will serve the expansion needs of City
Hall.
4. Determination as to whether or not the development is in keeping
with the surrounding neighborhood, will block views or create
environmental intrusions, and evaluation of the design and aesthetic
considerations of the project.
Consistent - The surrounding neighborhood consists of a parking garage,
a parking lot, a major department store, several small businesses and City
Hall. This small retail business will not be out of character with the
surrounding uses. View and environmental considerations are not
applicable, and the aesthetics of the storefront will be governed by the
Design Review process and applicable Code provisions.
5. The impact on adjacent properties, whether or not there is adequate
parking, street and infrastructure needs.
Consistent - The previous use on this property was a retail outlet,
therefore, there should be no negative impact on adjacent properties. As
this use is existing, and contains on-site parking, there are no issues with
respect to required parking. No further infrastructure needs are
anticipated.
6. A determination as to whether or not alternatives are available for
the proposed disposition, including assembly of adjacent properties,
and whether the project could be accomplished under a private
ownership assembly.
Not applicable - This is a recently purchased City-owned property, of
which this proposed use is a small fraction of the available space. No
assembly of land is necessary, nor would such be under private
ownership.
7. Within the constraints of public objectives, the department should
examine financial issues such as job generation, providing housing
opportunities, and the return to the city for its disposition of
property.
The proposed lease agreement will help to defray the cost of acquisition
and maintenance of the building. No housing opportunities will be
created. It is anticipated that the building will serve the expansion needs
of City Hall.
8. Such other issues as the Planning Department may deem
appropriate in analysis of the proposed disposition.
Not applicable - The Planning Department has no other issues it deems
appropriate to analyze for this proposal.
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LEASE AGREEMENT
THIS LEASE AGREEMENT, made this 19th day of June ,2002, by
and between the CITY OF MIAMI BEACH, a Florida municipal corporation, (hereinafter
referred to as "City" or "Landlord"), and ROMA WAXING, INC., a Florida corporation,
(hereinafter referred to as "Tenant").
1. Demised Premises.
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 the Tenant, and Tenant hereby leases and hires
from the Landlord, those certain premises hereinafter referred to as the "Demised
Premises", located in the City of Miami Beach, 777-17th Street (a.k.a. 1701 Meridian
Avenue), Miami Beach, Florida 33139, and more fully described as follows:
Unit 771-17th Street: encompassing one thousand three hundred and
fifty square feet (1,350 sq. ft.) on the ground floor (total leasable
space). Such space on the ground floor is specified in "Exhibit A",
which is hereby made a part of this Lease Agreement.
2. Term.
2.1. The Tenant shall be entitled to have and to hold the Demised Premises for a
term of three (3) years, commencing on the 1 st day of December 2002
(Commencement Date), and ending on the 30th day of November, 2005.
2.2. Landlord, at its sole discretion, may provide Tenant an option to extend the
term of this Lease Agreement for one additional three-year term. In the
event Landlord opts to offer said option, notice of Landlord's intent to provide
Tenant said option, shall be communicated, in writing, to Tenant at least 180
days prior to the end of the current Lease term. Tenant's response
accepting said offer and exercising the respective option must be provided to
Landlord, in writing, no later than thirty (30) days after receipt of said written
offer from Landlord.
3. Rent.
3.1 Base Rent: Base Rent for the Demised Premises shall begin to accrue on
December 1,2002 (the Commencement Date), and shall be based upon a
total leasable space of 1350 square feet.
3.1.1 Base Rent for the Demised Premises shall total twenty-nine
thousand seven hundred dollars ($29,700.00) per year, payable in
monthly installments of two thousand four hundred seventy-five
dollars ($2,475.00).
3.1.2 Base Rent shall be due and payable on the first day of each
month throughout the term herein.
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3.2 Additional Rent: In addition to the monthly Base Rent, as set forth in Section
3.1, Tenant shall also pay to Landlord Additional Rent as provided below:
3.2.1 Operatina Expenses: Tenant shall pay Landlord three hundred
ninety-two dollars and thirty-three cents ($392.33) per month,
towards "Operating Expenses" which are defined as follows:
"Operating Expenses" shall mean the total cost and expenses
incurred by Landlord in operating, repairing, and maintaining the
Common Facilities (hereinafter defined) actually used, or the
Common Facilities (hereinafter defined) available for use by the
Tenant and its employees, agents, servants, customers and
invitees, excluding only the items included within the Base Rent
amount.
"Common Facilities" shall mean all areas, space, equipment and
special services, including without limitation, water service to the
building, sewer service to the building, trash removal from the
building, costs incurred for gardening and landscaping, repairing
and maintaining elevator(s), painting, janitorial services (except for
areas within the Demised Premises), lighting, cleaning, striping,
policing, removing garbage and other refuse and trash, removing
ice and snow, repairing and maintaining sprinkler systems, water
pipes, air-conditioning systems, temperature control systems, and
security systems, fire alarm repair and maintenance and other
equipment in the common areas and the exterior and structural
portions of the building, paving and repairing, patching and
maintaining the parking areas and walkways, and cleaning
adjacent areas, management fees and the Landlord's employment
expenses to employees furnishing and rendering any services to
the common areas, together with an additional administration
charge equal to fifteen percent (15%) of all other expenses
included in the annual common area expenses, provided by the
Landlord for the common or joint use and/or benefit of the
occupants of 777-17th Street, their employees, agents, servants,
customers and other invitees.
I rrespective of the items listed above, amounts due to Landlord by
Tenant, associated with Common Facilities Operating Expenses,
will be determined based on the items more specifically described
in "Exhibit B", which is hereby made a part of this Lease
Agreement. Tenant agrees and understands that the costs
incurred by the Landlord for Operating Expenses may increase or
decrease, and as such the Tenant's pro-rata share of Operating
Expenses shall increase or decrease accordingly.
3.2.2 Propertv Taxes: The Property Tax Payment shall be payable by
Tenant, in accordance with Section 11. The Property Tax
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Payment for 2002 is estimated at one hundred three dollars
and eighty-four cents ($103.84).
3.2.3 Insurance: Tenant shall pay to Landlord seventy-eight dollars
and eighteen cents ($78.18) per month, toward estimated
insurance costs incurred by Landlord (Landlord's Insurance) to
insure the whole of the building and property at 777-1 ih Street.
The preceding insurance coverage is in addition to the insurance
required pursuant to Section 10, which shall be obtained at
Tenant's sole cost and expense. A copy of Landlord's certificate
of insurance will be provided to Tenant.
3.3 The Base Rent amount pursuant to this Section 3 shall be increased
annually, on the anniversary of the Commencement Date of the Lease, in
increments of three (3%) percent per year.
3.4 Sales Tax: Concurrent with the payment of the monthly installment of Base
Rent and Additional Rent provided herein, the Tenant shall also include any
and all additional sums for all applicable sales and use tax, as provided in
Section 3.5, now or hereafter prescribed by State, Federal or local law, and
now described by Florida Statute 212'.031, presently at the rate of six and
one half (6.5%) percent of the rental payments.
4. Location for Payments.
All rents or other payments due hereunder shall be paid to the City of Miami Beach
at the following address:
City of Miami Beach
Finance Department
c/o Revenue Supervisor
1700 Convention Center Drive
Miami Beach, Florida 33139
5. Parkino.
5.1 Tenant will be provided with one (1) parking permit, for Tenant's use in the
adjacent parking lot (Municipal Parking Lot 5M), located at 1721 Meridian
Avenue, the cost of which is included in the Base Rental payment (pursuant
to Section 3.1).
5.2 Additionally, Tenant may request, from the City's Parking Department, the
use of additional ~arking spaces, if available, at Municipal Parking Garage 2-
G located on 17 h Street and Meridian Court. Rates for said spaces are
subject to change, and ar~ currently $60.00 per month, plus applicable sales
and use tax per space.
6. Securitv Deposit.
6.1 The Landlord acknowledges receipt of Tenant's Security Deposit with the
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previous landlord, in the sum of two thousand seven hundred dollars
($2,700.00), which was transferred to the Landlord in the form of a credit at
the time of closing. Said Security Deposit is to ensure the full and faithful
performance by the Tenant of each and every term, covenant and condition
of this Lease. In the event that Tenant defaults in respect of any of the
terms, provisions, covenants and conditions of this Lease, including but not
limited to, the payment of any rentals, the Landlord may use, apply or retain
the whole or any part of the Security Deposit for the payment of such rentals
in default or any other sum which the Landlord may expend or be required to
expend by reason of the Tenant's default, including any damages or
deficiency in the re-Ietting of the Demised Premises, whether such damages
or deficiency may accrue or after summary proceedings or other re-entry by
Landlord.
6.2 In the event that the Tenant shall fully and faithfully comply with all of the
terms, provisions, covenants and conditions of this Lease, the Security
Deposit or any balance thereof shall be returned to the Tenant, without
interest, upon the expiration of the Lease and peaceful surrender of the
Demised Premises.
6.3 Landlord shall not be required to keep the Security Deposit in a segregated
account and the Security Deposit may be commingled with other funds of
Landlord and in no event shall the Tenant be entitled to any interest on the
Security Deposit.
6.4 In the event of a bona fide sale of the Property wherein the Demised
Premises is located, subject to this Lease, the Landlord shall have the right
to transfer the Security Deposit to the vendee for the benefit of the Tenant
and the Landlord shall be considered by the Tenant free from all liability for
the return of such Security Deposit, and the Tenant agrees to look to the new
landlord solely for the return of the Security Deposit, if such Security Deposit
is actually transferred, and it is agreed that this shall apply to every transfer
or assignment made of the Security Deposit to any new landlord.
6.5 The Security Deposit under this Lease shall not be assigned or encumbered
by the Tenant without the prior written consent of the Landlord. It is
expressly understood that the issuance of a warrant and the lawful re-entry
to the Demised Premises by the Landlord for any default on the part of the
Tenant, prior to the expiration of the term of this Lease, shall not be deemed
such termination of this Lease as to entitle the Tenant to recovery of the
Security Deposit and the Security Deposit shall be retained and remain the
possession of the Landlord.
7. Use and Possession of Demised Premises.
7.1 The Demised Premises shall be used by the Tenant solely as a hair
removal facility, including waxing and retail sale of related items,
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facials and retail sales of related items. Said Premises shall be open for
operation a minimum of five (5) days a week, with normal hours of
operation being from Monday through Friday 9:00 A.M. to 5:00 P.M.
These days and hours of operation may be extended up to seven (7) days
per week and up to 9:00 P.M. daily at Tenant's option. Tenant shall not
otherwise modify the days or hours of operation without the prior written
approval of the City Manager, which approval shall not be unreasonably
withheld. Nothing herein contained shall be construed to authorize hours
contrary to the laws governing such operations. NOTWITHSTANDING THE
FOREGOING, THE TENANT AGREES AND UNDERSTANDS THAT IT
SHALL NOT USE THE DEMISED PREMISES, IN WHOLE OR IN PART, IN
VIOLATION OF ANY EXCLUSIVE USE RELATED TO "TANNING SALON"
AND/OR "NAIL SALON" GRANTED TO ANY OTHER TENANT(S) IN THE
BUILDING. SUCH UNAUTHORIZED USE SHALL BE CONSIDERED A
DEFAULT BY TENANT.
7.2 It is understood and agreed that the Demised Premises shall be used by the
Tenant during the term of this Lease only forthe above purposes, and for no
other purposes or uses whatsoever. Tenant will not make or permit any use
of the Demised Premises that, directly or indirectly, is forbidden by public
law, ordinance or govemment regulation, or that may be dangerous to life,
limb or property. Tenant may not commit waste on the Demised Premises,
use the Demised Premises for any illegal purpose, or commit a nuisance on
the Demised Premises. In the event that the Tenant uses the Demised
Premises for any purposes not expressly permitted herein, then the Landlord
may declare this Lease in default pursuant to Section 18, or without notice to
Tenant, restrain such improper use by injunction or other legal action.
8. Imorovements.
8.1 Tenant shall, at its own cost and expense, construct or cause to be
constructed, all improvements to the Demised Premises reasonably
necessary for it to carry on its permitted use(s), as set forth above. The plans
for such improvements shall be submitted to the Landlord forthe Landlord's
prior written consent, which will not be unreasonably withheld or delayed. All
permanent (fixed) improvements to the Demised Premises shall remain the
property of the Landlord upon termination of the Lease. Upon the lawful
termination of the Lease, all personal property and trade fixtures may be
removed by the Tenant from the Demised Premises without damage to the
Demised Premises. The failure of Tenant to complete the improvements and
be granted a Certificate of Occupancy within a reasonable time from the date
of execution of this Lease shall be deemed a default by Tenant. Tenant will
permit no liens to attach to the Demised Premises arising from, connected
with or related to the construction of the improvements. Moreover, such
construction shall be accomplished through the use of licensed, reputable
contractors who are acceptable to Landlord. Any and all permits and or
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licenses required for the installation of improvements shall be the sole
responsibility of Tenant.
8.2 The above requirements for submission of plans and the use of specific
contractors shall not apply to maintenance or repairs which do not exceed
$1,000.00, provided that the work is not structural, and provided that it is
permitted by applicable law.
8.3 Landlord acknowledges that Tenant has made improvements and had
sign age installed prior to Landlord's acquisition of the Property, and as such
said improvements and signage are acceptable to Landlord, to the extent
that same were properly permitted, and done in compliance with all
applicable building codes, and any other Municipal, County, State and
Federal laws.
9. Landlord's Riaht of Entrv.
9.1 The Landlord, or its authorized agent or agents, 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 Landlord may
consider necessary and forthe purpose of preventing fire, theft or vandalism.
However, Landlord agrees that whenever possible, Landlord shall provide
reasonable notice, in writing, to Tenant, unless the need to enter the
Demised Premises is an emergency, as deemed by Landlord at its 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 Landlord to do any work that under any provisions of
this Lease the Tenant may be required to perform, and the performance
thereof by the Landlord 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 Landlord, or its agents, may enter the
Demised Premises by master key, or may forcibly enter the Demised
Premises without rendering the Landlord or such agents liable therefore.
9.3 Tenant shall furnish Landlord duplicate keys to all locks including exterior
and interior doors upon the effective date of this Lease Agreement. Tenant
shall not change the locks to the Demised Premises without the prior written
consent of Landlord, not to be unreasonably withheld, and in the event such
consent is given Tenant shall furnish Landlord duplicate keys to said locks in
advance of their installation.
10. Tenant's Insurance.
10.1 The Tenant shall, at its sole cost and expense, comply with all insurance
requirements of the Landlord. It is agreed by the parties that the Tenant
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shall not occupy the Demised Premises until proof of the following insurance
coverages have been furnished to and approved by the City's Risk Manager:
10.1.1 Comprehensive General Liability in the minimum amount of
$1,000,000 per occurrence for bodily injury and property damage.
The City of Miami Beach and the Miami Beach Redevelopment
Agency must be named as additional insured parties on this
policy.
10.1.2 Workers Compensation and Employers Liability coverage in
accordance with Florida statutory requirements.
10.1.3 All-Risks property and casualty insurance, written at a minimum of
80% of replacement cost value and with replacement cost
endorsement, covering 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 the Lease) and all leasehold
improvements installed in the Demised Premises by or on behalf
of Tenant.
10.2 Proof of these coverages must be provided by submitting original certificates
of insurance. All policies must provide thirty (30) days written notice of
cancellation to both the City's Risk Manager and Asset Manager at 1700
Convention Center Drive, Miami Beach, Florida, 33139. All insurance
policies shall be issued by companies authorized to do business under the
laws of the State of Florida and must have a rating of B+:VI or better per
A.M. Best's Key Rating Guide, latest edition, and certificates are subject to
the approval of the City's Risk Manager.
11. Prooertv Taxes and Assessments. For the purposes of this Section and other
provisions of this Lease:
11.1 The term "Property Taxes" shall mean (i) the real estate taxes, assessments,
and special assessments of any kind which may be imposed upon the tax lot
on which the building is constructed (the "Land") and (ii) any expenses
incurred by Landlord 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 1 st of each year.
11 .3 The term "Tenants Proportionate Share" shall mean the ratio that the square
footage of the Demised Premises bears to the square footage of the leasable
space in the entire building.
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11.4 Tenant shall pay, as Additional Rent pursuant to Section 3.2.2, for such
Property Tax Year an amount ("Property Tax Payment") equal to Tenant's
Proportionate Share of the Property Taxes, if any, for such Property Tax
Year. If a Property Tax Year ends after the expiration or termination of the
term of this Lease, the Property Tax Payment therefore shall be prorated to
correspond to that portion of such Property Tax Year occurring within the
term of this Lease. The Property Tax Payment shall be payable by Tenant
along with the rent on the first day of each month in accordance with the
provisions of Section 3.3.2. The monthly Property Tax Payment shall be
equivalent to 1/12'h of the estimated yearly taxes, based on the previous
year's actual taxes. A copy of the tax bill(s) or other evidence of such taxes
issued by the taxing authorities, together with Landlord'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 Landlord immediately upon receipt of request for
said payment from the Landlord.
12. Assianment and Sublettina.
12.1. Tenant shall not have the right to assign or sublet the Demised Premises, in
whole or in part, without the prior written consent of Landlord. Such written
consent is not a matter of right and Landlord 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 Lease.
A sale or transfer of a majority interest of the stock of Tenant's corporate
entity shall be deemed an assignment, and for purposes of this Lease
Agreement, the Landlord shall have the right to approve the new majority
owner. Said approval shall be provided in writing. A change in majority
interest shall not be deemed to occur if ownership interests change among
any of the Tenant's current shareholders. However, any such change in
majority interest shall be communicated to the Landlord in writing
immediately upon said occurrence. Tenant is prohibited from assigning or
subletting this Lease to any person or entity which is not of the same or
higher financial responsibility as Tenant, as shall be determined by Landlord,
in its sole judgment and discretion.
12.2 Any consent by the Landlord to any act of assignment shall apply only to the
specific transaction thereby authorized. Such consent shall not be construed
as a waiver of the duty of the Tenant or the legal representatives or assigns
of the Tenant, to obtain from the Landlord consent to any other or
subsequent assignment, or as modifying or limiting the rights of the Landlord
under the foregoing covenants of the Tenant not to assign without such
consent.
12.3 Any violation of the provisions of this Lease, whether by act or omissions, by
assignee, sub-tenant, or under-tenant or occupant, shall be deemed a
8
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violation of such provision by the Tenant, it being the intention and meaning
of the parties hereto, that the Tenant shall assume and be liable to the
Landlord for any and all acts and omissions of any and all assignees, sub-
tenants, or under-tenants or occupants. If the Lease be assigned, the
Landlord may and is hereby empowered to collect rent from the assignee; if
the Demised Premises or any part thereof be underlet or occupied by any
person, other that the Tenant, the Landlord, in the event of the Tenant's
default, may, and is hereby empowered to, collect rent from the under-tenant
or occupants; in either of such events, the Landlord may apply the net
amount received by it for rent herein reserved, and no such collection shall
be deemed a waiver of the covenant herein against assignment or the
acceptance of the assignee, under-tenant or occupant as tenant, or a
release of the Tenant from the further performance of the covenants herein
contained on the part of the Tenant.
13. Maintenance and Repair.
13.1 Tenant shall maintain the Demised Premises and the fixtures and
appurtenances therein, and at its sole cost and expense shall make all
repairs thereto as and when needed to preserve them in good working order
and condition. Landlord shall be responsible for the maintenance of the roof,
the exterior of the building, the structural electrical and plumbing (other than
plumbing surrounding any sink within the Demised Premises), the common
areas and the chilled water supply system. Landlord shall maintain and/or
repair those items that it is responsible for, so as to keep same in proper
working condition. Tenant shall also 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, at its sole cost and expense.
Tenant agrees and understands, that If Landlord provides a separate air-
conditioning unitfor the Demised Premises, Landlord, at its sole discretion,
Landlord may require that Tenant obtain, at anytime during the Term of this
Lease Agreement, and continuously maintain in good standing, at Tenant's
expense, throughout the Term of the Lease Agreement, a maintenance and
repair contract, approved by Landlord, with a service company previously
approved in writing by Landlord, providing for the preventative maintenance
and repair of all heatinglventilation/air-conditioning (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
Landlord'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 Landlord's approval of the
service company, as proof of Tenant's compliance with this provision.
9
.'
If Landlord provides a separate air-conditioning unit for the Demised
Premises, as provided above, Tenant may request that Landlord inspect
same to ensure that it is in proper working order. If the unit is not in proper
working order, Landlord shall, at its sole discretion, repair or replace the unit.
13.2 All damage or injury of any kind to the Demised Premises and to its fixtures,
glass, appurtenances, and equipment, if any, or to the building fixtures,
glass, appurtenances, and equipment, if any, except damage caused by the
wrongful acts or negligence of the Landlord, shall be the obligation of Tenant,
and shall be repaired, restored or replaced promptly by Tenant at its sole
cost and expense to the satisfaction of Landlord.
13.3 All of the aforesaid repairs, restorations and replacements shall be in quality
and class equal to 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 Landlord, at the expense of Tenant, and all sums
spent and expenses incurred by Landlord shall be collectable as Additional
Rent and shall be paid by Tenant within ten (10) days after rendition of a bill
or statement thereof. IN ALL OTHER RESPECTS, THE DEMISED
PREMISES ARE BEING LEASED IN ITS PRESENT "AS IS" CONDITION.
13.5 It shall be Tenant's obligation 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.
14. Governmental Reaulations.
The 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 cost and expense. The
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 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 leased 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,
10
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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
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
(1-1/2) 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 Landlord, or Tenant
may "bond off" the lien according to statutory procedures. Tenant will immediately
pay any judgment rendered with all proper cost and charges and shall have such
lien released or judgment satisfied at Tenant's own expense.
16. Enforcement.
Tenant agrees to pay the Base Rent and any Additional Rent herein reserved at the
time and in the manner aforesaid, and should said rents herein provided, at any
time remain due and unpaid for a period of fifteen (15) days after the same shall
become due, the Landlord may exercise any or all options available to it hereunder,
which options may be exercised concurrently or separately or the Landlord may
pursue any other remedies enforced by law.
17. Condemnation.
17.1 If at any time during the term of this Lease and any renewal term hereunder,
all or any part or portion of the building in which the Demised Premises are
located, sufficient in size, to cause the Demised Premises to be
untenantable, is taken, appropriated, or condemned by reason of Eminent
Domain proceedings (except if the Eminent Domain proceedings are initiated
by the City of Miami Beach), 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
the Tenant shall pay any and all rents, additional rents, utility charges, or
other costs including excess taxes 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 the Landlord in any such Eminent
Domain proceeding, excepting, however, the Tenant shall have the right to
claim and recover from the condemning authority, but not from the Landlord,
such compensation as may be separately awarded or recoverable by Tenant
in Tenant's own right on account of any and all damage to Tenant's business
by reasons of the condemnation and for or on account of any cost or loss
which Tenant might incur in removing Tenant's furniture and fixtures.
18. Default.
18.1 Default bv Tenant: At the Landlord's option, any of the following shall
constitute an Event of Default under this Lease:
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18.1.1 The Base Rent, Additional Rent, or any installment thereof is not
paid promptly when and where due within fifteen (15) days of due
date and if Tenant shall not cure such failure within five (5) days
after receipt of written notice from Landlord specifying such
default;
18.1.2 Any other payment provided for under this Lease is not paid
promptly when and where due;
18.1.3 The Demised Premises shall be deserted, abandoned, or vacated;
18.1.4 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 Landlord specifying any such default;
or such longer period of time acceptable to Landlord, at its sole
discretion;
18.1.5 Receipt of notice of violation from any governmental authority
having jurisdiction dealing with a code, regulation, ordinance orthe
like, which remains uncured for a period of thirty (30) days from its
issuance, or such longer period of time acceptable to Landlord, at
its sole discretion;
18.1.6 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;
18.1.7 Tenant shall become insolvent;
18.1.8 Tenant shall make an assignment for benefit of creditors;
18.1.9 A receiver is appointed for Tenant by any court and shall not be
dissolved within thirty (30) days thereafter; or
18.1.10 The leasehold interest is levied on under execution.
19. Riahts on Default.
19.1 Riahts on Default: 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;
19.1.1
Terminate this Lease, in which event Tenant shall immediately
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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 Demised Premises and expel or remove Tenant and his
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-Iet the Demised Premises, or
through decrease in rent, 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 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.
19.1.3 Enter the Demised Premises as the agent of Tenant, by force if
necessary, without being liable to prosecution or any claim for
damages therefore, remove Tenant's property there from, and re-
let the Demised Premises, or portions thereof, for such terms and
upon such conditions which 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-Ietting, 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.
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 the Tenant
liable for the deficiency, if any.
19.1.5 It is expressly agreed and understood by and between the parties
hereto that any installments of rent accruing under the provisions
of this Lease which shall not be paid when due shall bear interest
at the maximum legal rate of interest per annum then prevailing in
13
Florida from the date when the same was payable by the terms
hereof, until the same shall be paid by Tenant. 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. No interest will be charged for payments made within the
grace period, such grace period to be defined as within five days
of the due date. In addition, there will be a late charge of $50.00
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,
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.
19.1.7 The rights of the Landlord under this Lease shall be cumulative
but not restrictive to those given by law and failure on the part of
the Landlord to exercise promptly any rights given hereunder shall
not operate to waive or to forfeit any of the said rights.
19.2 Default bv Landlord: The failure of Landlord to perform any of the
covenants, conditions and agreements of the 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 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 the
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 Riahts on Default: If an event of Landlord'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 Lease (and all of its obligations hereunder by giving notice of
14
such election to Landlord, whereupon this Lease shall terminate as of the
date of such notice), to specifically enforce Tenant's rights; and/or to enjoin
Landlord.
20. Indemnity Aaainst Costs and Charaes.
20.1 The Tenant shall be liable to the Landlord for all costs and charges,
expenses, reasonable attorney's fees, and damages which may be incurred
or sustained by the Landlord, by reason of the Tenant's breach of any of the
provisions of this Lease. Any sums due the Landlord 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 Landlord shall
deem it necessary to engage an attorney to enforce Landlord's rights and
Tenant's obligations hereunder, the Tenant will reimburse the 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.
21. Indemnification Aaainst Claims.
21.1 The Tenant shall indemnify and save the 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 any
parking lot 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 the Tenants, or any employee,
agent, invitee, or guest, assignee or sub-tenant of the Tenant;
21.1.2 Any misuse, neglect, or unlawful use of the Demised Premises or
the building in which the Demised Premises is located or any of its
facilities by Tenant, or any employee, agent, invitee, or guest,
assignee or sub-tenant or the Tenant, but not to include
trespassers upon the Demised Premises;
21.1.3 Any breach, violation, or non-performance of any undertaking of
the Tenant under this Lease;
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 the Lease.
15
21 .2 Tenant agrees to pay all damages to the Demised Premises or other facilities
used in connection therewith, caused by the Tenant or any employee, guest,
or invitee of the Tenant.
22. Sians and AdvertisinQ.
Without the prior written consent of Landlord, Tenant shall not permit the painting
and display of any additional signs, plaques, lettering or advertising material of any
kind on or near the Demised Premises, which were not existing and at the time of
Landlord's acquisition of the property (see Section 8.3). All additional signage shall
comply with signage standards established by Landlord and comply with all
applicable building codes, and any other Municipal, County, State and Federal laws.
23. Effect of Conveyance.
The term "Landlord" as used in the Lease 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
Landlord shall be and hereby is entirely freed and relieved of all covenants and
obligations of the 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 the Landlord
hereunder.
24. Damaae to the Demised Premises.
24.1 The building in which the Demised Premises are located is insured under
Landlord's fire insurance policy. 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 Landlord, in
whole or in part, and such damage is covered by Landlord'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 shall not be abated. If by reason of
such occurrence, the Demised Premises shall be rendered untenantable, as
determined by Landlord, 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, if the Demised
Premises are by reason of such occurrence, rendered more than 50% but
less than 100% untenantable, as determined by Landlord, Landlord shall
promptly obtain a good faith estimate of the time required to render the
Demised Premises tenantable. If such time exceeds sixty (60) days, the
Tenant shall have the option of canceling this Lease, which option shall be
exercised by Tenant in writing within ten (10) days of receipt of notice of
same from Landlord.
24.2 If the Demised Premises shall be renderedwholly untenantable by reason of
such occurrence, the Landlord shall utilize the insurance proceeds to cause
16
such damage to be repaired and the rent meanwhile shall be abated in
whole; provided, however, that 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, the 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, if Landlord becomes self insured orthe damage is
not covered by Landlord'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 decision not
to repair, and the Tenant may, at any time thereafter, elect to terminate the
lease, and the rent shall be adjusted accordingly.
25. Quiet Eniovment.
The 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.
26. Waiver.
26.1 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.
26.2 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.
26.3 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.
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27. 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 copies to:
City Attorney
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
And:
Asset Manager
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
TENANT:
Roma Waxing, Inc.
771 - 1 ih Street
Miami Beach, Florida 33139
With copy to:
Noemi Grupenmager
16711Collins Avenue, Suite1501
Sunny Isles, Florida 33160
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 Bindina Aareement.
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.
29. 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.
30. Captions.
The captions contained herein are for the convenience and reference only and shall
18
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.
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. Governina Law.
This Lease shall be govemed by and construed in accordance with the law of the
State of Florida.
33. Limitation of Liabilitv.
The Landlord desires to enter into this Agreement only if in so doing the Landlord
can place a limit on Landlord's liability for any cause of action for money damages
due to an alleged breach by the Landlord of this Agreement, so that its liability for
any such breach never exceeds the sum of Ten Thousand Dollars and no/100
($10,000.00). Tenant hereby expresses its willingness to enter into this Agreement
with the Tenant's recovery from the Landlord for any damage action for breach of
contract to be limited to a maximum amount of Ten Thousand (10,000.00) Dollars.
Accordingly, and notwithstanding any other term or condition of this Agreement,
Tenant hereby agrees that the Landlord shall not be liable to Tenant for damage in
an amount in excess of Ten Thousand ($10,000.00) Dollars for any action or claim
for breach of contract arising out of the performance or non-performance of any
obligations imposed upon the Landlord 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 Landlord's liability as set forth in Florida Statutes, Section
768.28.
34. Surrender of the Demised Premises.
The 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 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 Article. 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 the Landlord,
be deemed abandoned by the Tenant, and either may be retained by the Landlord
as its property or may be removed and disposed of at the sole cost of the Tenant in
such manner as the 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, the Tenant shall make good the Landlord all damages which the Landlord
19
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shall suffer by reason thereof, and shall indemnify and hold harmless the Landlord
against all claims made by any succeeding tenant or purchaser, so far as such
delay is occasioned by the failure of the 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 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.
LANDLORD AND TENANT HEREBY KNOWINGLY AND INTENTIONALLY
WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING
THAT THE LANDLORD AND TENANT MAY HEREIN AFTER INSTITUTE
AGAINST EACH OTHER WITH RESPECT TO ANY MATTER ARISING OUT OF
OR RELATED TO THIS LEASE AGREEMENT.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be
signed by the riqfftive duly authorized officers, and the respective corporate seals to be
affixed this day of u wG ,2002.
BY:
~R~
CITY CLERK
LANDLORD I CI
TENANT I ROMA WAXING, INC.
BY: ~p
t-) OE,\..{i 6"D.u'\"-6 NN A(\ ,...0
(Print Name)
CORPORP.TE SEAL
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APPMM!DAS1O
Fe" a LANGUAGI
a fOR EXECUTION
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Exhibit A
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PROPERTY:I 11701 Meridian Avenue Properly I
TENANT: I I Roma Waxina, Inc. Id/b/a Uni K Wax Center
Expense Reconciliation Year 200
AMOUNT OFFICE RETAIL
BUILDING GROUND FLOOR
. ElectricItY
. Exterminating
Waste Removal
. Elevatorls)
. Maintenance/Cleanina
Maintenance Staff EORM
Landscaoina
Fire Protection
Electrical Repair
. Miscellaneaous Repairs
. Miscellaneaous Repairs
Maintenance Supplies
Water/Sewer
Manaaement Fee
TOTAL COSTS
15% Administrative Fee ICAM ONL vT
Amortization. Paintina 15 vears)
Amortization - HVAC 15 years)
Real Estate Taxes
Insurance
TOTAL
Multiolied by Tenant Sauare Feet
TENANT ANNUAL SHARE
Less Annual Contribution
Florida Sales Tax at 6.5%
TOTAL AMOUNT DUElIREFUND)
. Indicates oass throuQh exemot from Retail
Exhibit B
CITY OF MIAMI BEACH
PLANNING DEPARTMENT
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From:
Christina Cuervo
Assistant City Manager
Jorge Gomez, AICP ~
Director of Planning and Zoning
To:
Date:
April 22, 2002
Subject: 777 17th Street Lease Agreement
Pursuant to your request, this memorandum will serve as an analysis of the lease
Agreement between the City of Miami beach and Roma Waxing, Inc. for the use
of 1 ,350 square feet of retail space at 777 17th Street. The lease agreement will
be for a three year period commencing December 1, 2002 through November 30.
2005.
Section 82-38 of the Code of the City of Miami Beach requires that any proposed
sale or lease of City-owned land be analyzed from a planning perspective so that
the City Commission and the public are fully appraised of all conditions relating to
the proposed sale or lease. The following is an analysis of the criteria delineated
in the Code:
1. Whether or not the proposed use is in keeping with city goals and
objectives and conforms to the city comprehensive plan.
Consistent - The property is located within the CD-3 high intensity
commercial future land use category. The lease agreement between the
City and Roma Waxing, Inc. is consistent with the future land use category
description contained in the Comprehensive Plan.
2. The impact on adjacent property, including the potential positive or
negative impacts such as diminution of open space, increased
traffic, noise level or enhanced property values, improved
development patterns and provision of necessary services. Based
on the proposed use of the property, the city shall determine the
potential impact,of the project on city utilities and other
infrastructure needs and the magnitude of costs associated with
needed infrastructure improvements. Should it become apparent
that further evaluation of traffic impact is needed, the proponent
shall be responsible for obtaining a traffic impact analysis from a
reputable traffic engineer.
..
Consistent - The property subject to the lease is existing, and previously
was used as retail space as well. There would be no diminution of open
space as no new construction is being proposed. No additional utility or
infrastructure is expected to be necessary.
3. A determination as to whether or not the proposed use is in keeping
with a public purpose and community needs, such as expanding the
city's revenue base, creating jobs, creating a significant revenue
stream, and improving the community's overall quality of life.
Consistent - This proposal will accrue funds to the City, as well as create
several jobs. The revenue stream generated will help defray the cost of
acquisition of the building, which will serve the expansion needs of City
Hall.
4. Determination as to whether or not the development is in keeping
with the surrounding neighborhood, will block views or create
environmental intrusions, and evaluation of the design and aesthetic
considerations of the project.
Consistent - The surrounding neighborhood consists of a parking garage,
a parking lot, a major department store, several small businesses and City
Hall. This small retail business will not be out of character with the
surrounding uses. View and environmental considerations are not
applicable, and the aesthetics of the storefront will be governed by the
Design Review process and applicable Code provisions.
5. The impact on adjacent properties, whether or not there is adequate
parking, street and infrastructure needs.
Consistent - The previous use on this property was a retail outlet,
therefore, there should be no negative impact on adjacent properties. As
this use is existing, and contains on-site parking, there are no issues with
respect to required parking. No further infrastructure needs are
anticipated.
6. A determination as to whether or not alternatives are available for
the proposed disposition, including assembly of adjacent properties,
and whether the project could be accomplished under a private
ownership assembly.
Not applicable - This is a recently purchased City-owned property, of
which this proposed use is a small fraction of the available space. No
assembly of land is necessary, nor would such be under private
ownership.
7. Within the constraints of public objectives, the department should
examine financial issues such as job generation, providing housing
opportunities, and the return to the city for its disposition of
property.
The proposed lease agreement will help to defray the cost of acquisition
and maintenance of the building. No housing opportunities will be
created. It is anticipated that the building will serve the expansion needs
of City Hall.
8. Such other issues as the Planning Department may deem
appropriate in analysis of the proposed disposition.
Not applicable - The Planning Department has no other issues it deems
appropriate to analyze for this proposal.
cc: Jose Damien, Asset Manager
JGG/SAF
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NonCE IS HEREBY given that a public hearing will be held by the City
Commission of the, City of Miami Beach, in the Commission Chambers, 3rc1
floor, City'Hall, HOO Convention Center Drive, Mi;lmi Beach, Florida, on
Wednesday, May 29, 2002 at 10::30 a.m.,' to hear' public 'comment
regarding a lease agreement with Roma Waxing, Inc., for the lease of
approximately 1350 square feet of city-owned propertY located at 177 H
Street, Miami Beach, Florida.
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INQUIRIES may be directed to the Asset Management at.(305) 673-7260.
ALL INTERESTED P~RTIES are invited tq appear at this hearing or be
represented by an agent, or to express their views.in' writing addressed to
the City Commission, c/o the City Clerk, 1700 Convention Center Drive, 1st
Floor, City, Hall, Miami Beach, Florida 33139. This meeting may be
continued, and under such circumstances additional legal notice would not
be provided, ' '
"
. Robert E. Parcher, City Clerk
City of Miami Beach
Pursuant to5ection 286.0105, Fla, Stat., the City hereby lldvises the public
that: if a person decides to appeal any decision made by the City 1
Commission with respect iq anymatter considered at its meeting or its l
hearing, s~ch' person musten'sure'that.a verbatimrecorclofthe
proceedings is made, which record includes th'e testimony and evidence
upon ,which the appeal Is 'to be based. This notice does not constitute {
consent by the City for the introduction or admission of otherwise
inadmissable or irrelevant evidence, nor does it authorize challenges or l,.'
appeals:-not otherwise allowed by Jaw. I
In accordance with the Americans with Disabilities Act of 1990,' persons f
needing special accommodation'to participate in this proceeding should '/
contact the City Clerk's oHiceno later than four days prior to the
proceeding, Telephone (305) 673-741.1 for assistance; if hearing impaired,
telephone the Florida Relay Service nu'mbers, (800) 955-8771 ,(TOO) or
(800) 955-8770 (VOICE), for assistance. Ad#0101