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Fla Dance Association, Inc. LEASE AGREEMENT THIS LEASE, executed this 8th day of January, 2003, between City of Miami Beach, a Florida municipal corporation (Lessor), and the Florida Dance Association, Inc., a Florida not-for-profit corporation (Lessee). WITNESSETH: The Lessor, for and in consideration of the rent herein reserved to be paid by the Lessee, and in consideration of the covenants herein to be kept and performed by the Lessee, does hereby lease and demise unto the Lessee the following described premises (the Premises) situated in the City of Miami Beach, County of Dade, State of Florida: Approximately four hundred sixty four (464) square feet of administrative office space, as more specifically delineated in Exhibit A, attached hereto and incorporated herein, located on the first floor of the building known as the Byron-Carlyle Theater and located at 500 71 st Street, Miami Beach, Florida. TO HAVE AND TO HOLD the Premises unto the Lessee, for a term of three hundred sixty four (364) days beginning on the 1 st day of February, 2003, and ending on the 30th day of January, 2005, the Lessee yielding and paying to the Lessor the rental sum of One Dollar 00/100 ($1.00) per year, for the Lease term, as agreed by the parties hereto, payable upon execution of this Agreement. Lessee agrees to pay Lessor as "minimum rent," without notice or demand, the sum set forth above, as stipulated above. Lessee shall be required to pay Lessor interest at the highest rate permitted by law on any rents or other payments due Lessor hereunder that remain unpaid after its due date; and, to the extent any payment of rent or other charge remains unpaid for a period of ten (10) days after its due date, in addition to any other remedies, Lessee shall pay to Lessor a late charge of fifty ($50.00) dollars to cover Lessor's additional administrative expenses. Lessee shall also pay as "additional rent", all sales, real estate, use or excise tax(es) imposed, levied or assessed against the Premises or any other charge or payment required here by any governmental authority having jurisdiction there over, even though the taxing statute or ordinance may purport to impose such tax against Lessor. The payment of sales tax shall be made by Lessee concurrently with payment of the minimum rent. Lessee agrees that it will pay its Proportionate Share of real estate taxes, if applicable, assessed against the Premises and its Proportionate Share of Operating Expenses in the Premises, as set forth and defined in Paragraph 2 of this Agreement. Lessee's Proportionate Share of real estate taxes will be paid upon demand accompanied by a copy of the paid tax bill. Lessee's Proportionate Share of Operating Expenses as set forth in 1 Paragraph 2 of this Agreement, will be paid monthly (or as otherwise determined by Lessor). As used herein, Lessee's "Proportionate Share" means a fraction, the numerator of which is the square footage of the Premises and the denominator of which is the square footage of all of the rentable area in the building of which the Premises is a part, including the square footage of the Premises. The Lessee agrees to keep, conform to and abide by each of the following covenants which are hereby made conditions of this Lease: 1. To pay the minimum and additional rents set forth herein in advance, at the times and in the manner aforesaid, and should the rents herein provided at any time remain unpaid after same shall become due, the Lessor shall have such remedies as may be granted pursuant to the laws of the State of Florida. All rent payments shall be made to the Lessor at the following address: City of Miami Beach Finance Department, c/o Revenue Supervisor, 1700 Convention Center Drive, Third Floor, Miami Beach, Florida, 33139, or at such other place as the Lessor may, from time to time, designate in writing. 2. "Operating Expenses" shall include all costs associated with the maintenance and operation of the Premises, including utilities and Common Area Maintenance (CAM). Utilities and CAM shall include, but are not limited to, electricity, water, gas and garbage disposal. Effective February 1, 2003, and for the remaining term of this Lease, or any extension thereof, Lessor and Lessee agree that the Lessee's negotiated contribution to the Operating Expenses, as defined above, shall be Three Hundred Twenty Dollars ($320.00) per month, and shall be due and payable by the Lessee, without notice or demand, the monthly sum set forth above, in advance, on or before the first day of each and every successive calendar month during the term hereof. CAM costs shall be adjusted annually to reflect the actual prorated share of the Operating Expenses in the event that costs associated with the maintenance and operation of the Premises increases. Operating Expenses for any period which is for less than one (1) month shall be a prorated portion of the monthly installment herein based upon a thirty (30) day month. 3. The Lessee accepts the Premises in their present "as is" condition, and is responsible for all interior modifications and maintenance, including entrance doors, windows, and screens. Lessee must first obtain Lessor's written approval for any alteration, additions and/or improvements to the Premises and then must pay for such modifications, which shall become Lessor's permanent improvements upon completion. Detailed plans for leasehold improvements shall be submitted to Lessor within thirty (30) days following execution of this Agreement by the parties hereto. The Lessee shall have the right to use any equipment, furnishing and fixtures left by Lessor on the Premises. Lessor represents that such equipment, furnishing and fixtures, are to be used in their "as is" condition, and that Lessee is solely responsible for maintaining same, at its sole cost and expense, throughout the duration of this Agreement. In the event any of the aforesaid items are lost, stolen or damaged, they shall be replaced or repaired at the sole cost and expense of Lessee, ordinary wear and tear excepted. Upon expiration of this Agreement, Lessee shall quietly and peacefully redeliver said equipment, furnishings and fixtures to Lessor. At its option, Lessor may take inventory of the Premises, including all 2 improvements, equipment, fumishings, and fixtures at any time prior to the commencement of, or during the term of, this Lease. 3.1. Lessor's Proposed Improvements Lessee acknowledges that the Lessor intends to develop and implement a series of capital improvements and/or modifications to address maintenance issues at the Byron Carlyle Theatre Property, which may entail closure of all, or a portion of, the Leased Premises, at Lessor's sole discretion and determination. In the event that the Lessor closes down all, or a portion of the Premises for the purpose of undertaking the aforestated capital improvements and/or modifications, the parties agree that this Lease, and the parties respective obligations hereunder, shall be stayed, except for the term, which shall continue to run, during the pendency of said improvements or modifications without liability to either party. Accordingly, Lessee acknowledges and agrees that it shall not have any claim, demand, or cause of action of whatever kind or nature, against the City, its agents, servants and employees including, but not limited to, claims for interference in business or damages for interruption of services or interference in its operations. In the event the Lessee is required to vacate the Premises during any period of construction of improvements or modifications, the Lessor will endeavor to provide comparably sized alternative City-owned space, if available, to the Lessee, and the Lessee shall continue to pay its pro-rata share of operating expenses substantially in accordance with the provisions outlined in Paragraph 2. 4. Lessee agrees that any noise disturbance, inconvenience, disruption, failure of any facilities, the shutting off of light or access to the Premises, or any other nuisance or nuisances, caused by or due to any repairs, alterations, improvements, additions or construction by the Lessor, its agents, servants or employees to any part or portion of the building and for parking areas wherein the Premises are located, shall not be deemed or construed as a breach or violation of the peaceful possession of the Premises on the part of the Lessee. It is specifically further agreed that any such conditions shall not give rise to any abatement, rebate or diminution of the rent reserved herein, nor to any liability or responsibility by reason thereof on the part of the Lessee. However, if such conditions were of such a nature that the Lessee was unable to use the Premises as provided herein, the proportionate share of Operating Expenses, as described in Paragraph 3 above, shall be prorated to include a credit for the period of time that the Premises were not tenable. In the event that the Premises becomes untenable, the City must be advised immediately, in writing, with regards to same. 5. It is understood that any property left on the Premises at the expiration of the Lease, shall be considered abandoned and shall become and be deemed the property of the Lessor. 3 6. Notwithstanding Paragraph 3 herein, at Lessor's discretion, any and all alterations or additions made by the Lessee to or in the Premises, not approved by the Lessor, shall at the request of the Lessor, at the expiration of the term of this Lease or sooner termination thereof, be removed by the Lessee at its cost and expense and Lessee further hereby agrees in such event, to restore the Premises to their original condition as of the date of this Lease. 7. Lessee shall not assign Lessee's interest in this Lease, nor underlet the whole or any part of the Premises, nor use the same for any purpose other than for use as an administrative office for the Florida Dance Association, Inc. without first obtaining the written consent to such assignment or underletting, or to such change of purpose for the use of the Premises, from the Lessor, which consent shall be given, if at all, at Lessor's sole discretion. Lessee further covenants that the Premises will not be used for any purpose that will invalidate any policies of insurance now or hereafter written on the building on which the Premises are located, or will increase the rate of premium thereof. 8. Lessee shall use the Premises in accordance with all laws and ordinances now or hereinafter applicable; also to exercise all reasonable care in the use of halls, stairs, corridors, restrooms, and other fixtures and parts of the Premises used in common with other tenants in said building which may be necessary for the preservation of the Premises and comfort of the other tenants. 9. Lessee shall not permit or suffer any noise, disturbance or nuisance whatsoever on the Premises detrimental to same or annoying to the neighbors, and the Lessee acknowledges that the Premises have been received in thoroughly good order, tenantable condition and repair, of which the execution of this Lease, and taking possession hereunder, shall be conclusive evidence. Lessee further acknowledges that no representations as to the condition of the Premises have been made by the Lessor, or the Lessor's agent, and that no obligation as to the repairing, adding to, or improving the Premises has been assumed by the Lessor, and that no oral arrangements have been entered into in consideration of making this Lease, and that this Lease contains a full statement of the obligation of both parties hereto. 10. Lessee agrees to keep the interior of the Premises in good condition during the continuation of the term herein demised, and every part thereof, including the plumbing, doors and windows, and will keep the same in good, sound, clean condition and repair, ordinary wear and tear, fire, hurricane or other act of God alone excepted, and will not suffer or permit any strip or waste of the Premises. 11. Lessee shall permit the Lessor, or the Lessor's agent, at any reasonable time, to enter and inspect the Premises, and make repairs, if in the Lessor's sole judgment, the Lessor should elect to do so. 12. If the Lessee shall not pay the rents herein reserved at the time and in the manner stated, or shall fail to keep and perform any other condition, stipulation or agreement herein contained, on the part of the Lessee to be kept and performed, or if the 4 Lessee shall suffer to be filed against the Lessee and involuntary petition in bankruptcy or shall be adjudged a voluntary or involuntary bankrupt or make an assignment for the benefit of creditors, or should there be appointed a Receiver to take charge of the Premises either in the State or Federal courts, or if the Lessee shall vacate or abandon the Premises prior to the end of the term hereof, then, in any such events, the Lessor may, at the Lessor's option and sole discretion, immediately terminate and end this Lease and re- enter upon the Premises, whereupon the term hereby granted, and at the Lessor's option, all of the Lessee's right, title and interest in this Lease shall end. The exercise of any options herein contained shall not be deemed to be exclusive and the Lessor shall at all times in the event of the Lessee's default hereunder, have such remedies as may be provided by the laws of the State of Florida. 13. Notwithstanding Paragraph 12 above, this Lease Agreement may be terminated without cause and for convenience of either party at any time during the term specified, upon fumishing thirty (30) days written notice to the other party. 14. If the Lessee shall abandon or vacate the Premises when the same is open for business and shall cease doing business in the Premises, then, at the option of the Lessor, this Lease shall immediately terminate. 15. The Lessee pledges and assigns unto the Lessor all the fumiture and fixtures, goods and chattels of the Lessee, which may be brought or put on the Premises, as security for the payment of the rent herein reserved, and as additional consideration for this Agreement. 16. In the event the Premises, or any part thereof, shall at any time be destroyed or so damaged by fire or other elements so as to be unfit for occupancy or use by the Lessee, then and in that event, the Lessor shall have the option to terminate this lease or to repair and rebuild the Premises. In the event the Lessor elects to exercise the option to repair and rebuild, the same shall be done and completed within a reasonable time, but in no event shall such time be more than sixty (60) days from the date of the initial damage or destruction rendering the Premises untenantable. 17. The Lessee shall not attach any signs to the Premises, or place any lettering on the plate glass windows, unless such signs, and such lettering, have been approved by the Lessor, and are in conformance with all applicable municipal, County, State and Federal laws, 18. At the expiration of the term hereof, the Lessee shall quietly and peaceably deliver the Premises to the Lessor in the same repair and condition in which they were received, ordinary wear and tear excepted. 19. The Lessor covenants that it will keep the exterior roof and walls of the building in which premises are situated, in good repair. The Lessee shall give to the. Lessor seven (7) days written notice of needed repairs, and the Lessor shall have fifteen (15) days thereafter within which to commence said repairs. 5 20. The terms Lessor and Lessee as herein contained shall include the singular and/or plural, masculine, feminine, and/or neuter, and heirs, successors, personal representatives and/or assigns of the parties hereto. 21. The failure of the Lessor in one or more instances to insist upon strict performance or observance of one or more of the covenants or conditions hereof or to exercise any remedy, privilege or option herein conferred upon or reserved to the Lessor, shall not operate or be construed as a relinquishment or waiver for the future of such covenant or condition or of the right to enforce the same or the exercise such privilege, option, or remedy, but the same shall continue in full force and effect. The receipt by the Lessor of rent, or additional rent, or any other payment required to be made by the Lessee, or any part thereof, shall not be a waiver of any other additional rent or payment then due, nor shall such receipt, though with knowledge of the breach of any covenant or condition hereof, operate as or be deemed to be a waiver of such breach, and no waiver by the Lessor of any of the provisions hereof, or any of the Lessor's rights, remedies, privileges or options hereunder shall be deemed to have been made unless made by the Lessor in writing. If the Lessor shall consent to the assignments of this Lease or to a subletting of all or a part of the Premises, no further assignment or subletting shall be made without the written consent of the Lessor first obtained. No surrender of the Premises for the remainder of the term hereof shall be valid unless accepted by the Lessor in writing. 22. Lessee represents and warrants that there are no claims for broker's commissions or finders' fees in connection with the execution of this Lease. 23. Lessee shall not stock, use or sell any article or undertake any activity in the Premises which may be prohibited by Lessor's insurance policies or which will increase any insurance rates or premiums for which Lessor is responsible. 24. Should any mechanics' or other liens be filed against the Premises or any part thereof for any reason whatsoever by reason of Lessee's acts or omissions or because of a claim against Lessee, Lessee shall cause the same to be canceled and discharged, of record, by bond or otherwise within twenty (20 days after the filing of such lien.) 25. In the event the Premises are not ready for occupancy by the Lessee upon the commencement date hereof, for any reason whatsoever, including the fact that the building in which the Premises are located has not been completed or sufficiently completed to make the Premises ready for occupancy, the Lessor shall have no liability to the Lessee by reason of the Lessor's inability to deliver possession. In such event, the rent set forth herein shall abate until such time as the Premises are ready for occupancy and the commencement date of the term hereof shall be deemed to commence upon such date, provided, however, that notwithstanding such commencement date, this Lease shall expire on the termination date set forth on Page 1 hereof. In such event, Lessee may remain at its present location until Premises are ready for occupancy. 6 26. In the event that it shall become necessary for Lessor to employ the services of an attomey to enforce any of its rights under this Lease or to collect any sums due to it under this Lease or to remedy the breach of any covenant of this Lease on the part of the Lessee to be kept or performed, regardless of whether suit be brought, Lessee shall pay to Lessor such fee as shall be charged by Lessor's attorney for such services. Should suit be brought for the recovery of possession of the Premises or for rent or any other sum due Lessor under this Lease, or because of the breach of any of Lessee's covenants under this Lease, Lessee shall pay to Lessor all expenses of such suit and any appeal thereof, including a reasonable attorney's fee. 27. 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. 28. Notice shall be deemed properly given hereunder when made in writing and deposited in the United States certified or registered mails, with sufficient postage prepaid thereon to carry it to its addressed destination; and the said notices shall be addressed as follows: For the Lessor: City Manager City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 City Attomey 1700 Convention Center Drive 4th Floor Miami Beach, Florida 33139 With a copy to: For the Lessee: Executive Director Florida Dance Association, Inc. 500 71 sl Street Miami Beach, Florida 33141 or to such other address as shall from time to time be supplied in writing by any party to the other. 29. The Lessee shall indemnify, defend and hold Lessor harmless from any and all claims, liability, losses, and causes of action which may arise out of Lessee's use of the Premises under this Agreement and shall pay all claims and losses of any nature whatsoever in connection therewith and shall defend all suits, in the name of Lessor, and shall pay all costs (including attomey's fees) and judgments which may issue thereon. This indemnification shall not be limited in any way by the type or amount of insurance carried by Lessee. Lessee shall carry and maintain in full force and effect at all times during the term of this Agreement the following insurance coverages: 7 a. Comprehensive General Liability in the minimum amount of Three Hundred Thousand Dollars ($300,000) per occurrence for bodily injury and property damage. This policy must also contain coverage for premises operation, products and contractual liability. b. The City must be named as an additional insured on the policies required above. All Certificates of Insurance shall state: This insurance coverage is primary to all other coverages provided by the City of Miami Beach. c. Workers' Compensation and Employers' Liability to meet the statutory requirements of the State of Florida. d. 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. e. Lessee shall furnish original certificates of insurance, evidencing the required coverage, and receive approval of same, prior to the commencement of operations. f. Certificates of Insurance shall be approved by the City's Risk Manager and kept on file in the Finance Department, Insurance and Safety Division, Third Floor, City Hall. 30. Lessor desires to enter into this Lease only if in so doing Lessor can place a limit on the Lessor's liability for any cause of action for money damages due to an alleged breach by the Lessor of this Lease, so that its liability for any such breach never exceeds the sum of $1,000.00. Lessee hereby expresses its willingness to enter into this Lease with Lessee's recovery from Lessor for any damage action for breach of contract to be limited to a maximum amount of the amount of $1,000.00. Accordingly, and notwithstanding any other term or condition of this Lease, Lessor hereby agrees that it shall not be liable to the Lessee for damages in an amount in excess of $1,000.00, for any action or claim for breach of contract arising out of the performance or non-performance of any obligations imposed upon the Lessor by this Lease. Nothing contained in this paragraph or elsewhere in this Agreement is in any way intended to be a waiver of the limitation placed upon City's liability as set forth in Florida Statutes, Section 768.28. 31. Lessee agrees that there shall be no discrimination as to race, sex, sexual orientation, color, creed, national origin, familial status, religion or handicap, in its employment practice or in the use of the Premises under this Lessee Agreement; and further, there shall be no discrimination regarding any use, service, maintenance, or operation of Lessee under this Lease. Pursuant to Sections 62-90 and 62-91, of Chapter 62, of the Miami Beach City Code 8 entitled "Human Relations", Lessee, by executing this Lease Agreement, certifies that it does not discriminate in its membership or policies based on race, color, national origin, religion, sex, sexual orientation, familial status or handicap. 32. Lessor's Proposed Improvements: Lessee acknowledges that the City intends to develop and implement a series of capital improvements for the Premises (the Byron- Carlyle Theater Renovation Project) which may entail closure of all, or a portion of, the Leased Premises, at Lessor's sole discretion and determination. In the event that the City closes down all, or a portion of, the Premises for the purpose of undertaking the aforestated capital project, Lessor shall provide Lessee with sixty (60) days prior written notice of same and the parties agree that this Lease, and the parties respective obligations hereunder, shall be stayed during the pendency of construction without liability to either party. Accordingly, Lessee acknowledges and agrees that it shall not have any claim, demand, or cause of action of whatever kind or nature, against the City, its agents, servants and employees including, but not limited to, claims for interference in business or damages for interruption of services or interference in the operations of the Lessee. 33. Any litigation between the parties, arising out of, or in connection with this Lease, shall be initiated in the court system of the County of Miami-Dade, State of Florida. IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the day and year stated above. Signed, sealed and delivered in the presence of: By: ~f~ City Clerk Attest: LESSEE: FLORIDA DANCE ASSOCIATION, INC. BY'~' APPROVED A~ess F:~QMAVA~~AR\FIOridaDance.LEASE2.dOC & FOR EXECUTION By: ~~ Executive Director .. ~~-~~ ate 9 :rn.. I, 'I 'I ~ II II 8::-..0:- , -~ , ," , (~ , , ~ , , , ',--------- .===== Exhibit "A"