Resolution 2018-30565 RESOLUTION NO. 2018-30565
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA, ACCEPTING THE
RECOMMENDATION OF THE FINANCE AND CITYWIDE PROJECTS
COMMITTEE, AND WAIVING, BY 517TH VOTE, THE COMPETITIVE
BIDDING REQUIREMENT IN SECTION 82-39(A) OF THE CITY CODE,
FINDING SUCH WAIVER TO BE IN THE BEST INTEREST OF THE CITY,
AND FOLLOWING A DULY ADVERTISED PUBLIC HEARING,
APPROVING, IN SUBSTANTIAL FORM, A NEW LEASE BETWEEN THE
CITY AND MDGLCC FOUNDATION, INC. D/B/A MIAMI-DADE GAY &
LESBIAN CHAMBER OF COMMERCE (TENANT), FOR
APPROXIMATELY 2,543 SQUARE FEET OF OFFICE SPACE,
LOCATED IN HISTORIC CITY HALL, 1130 WASHINGTON AVENUE,
1ST FLOOR NORTH, MIAMI BEACH, FLORIDA, FOR A PERIOD OF
THREE (3) YEARS, COMMENCING APRIL 1, 2019 AND ENDING
MARCH 31, 2022, WITH TWO (2) ADDITIONAL RENEWAL OPTIONS,
FOR THREE (3) YEARS EACH, AT THE CITY MANAGER'S SOLE
DISCRETION; AND FURTHER AUTHORIZING THE MAYOR AND CITY
CLERK TO EXECUTE THE FINAL NEGOTIATED LEASE.
WHEREAS, on March 10, 2010, the Mayor and City Commission passed
Resolution No. 2010-27354, approving a Lease Agreement between the City and
MDGLCC Foundation, Inc., d/b/a Miami-Dade Gay & Lesbian Chamber of Commerce
(MDGLCC or Tenant), for approximately 2,543 square feet of City-owned property,
located on the first floor of Historic City Hall, located at 1130 Washington Avenue; and
WHEREAS, MDGLCC is a nonprofit, 501(c)(3) organization comprising over
1,200 members and 600 businesses, and uses the premises as a chamber of
commerce and visitor center to provide a free public amenity while promoting diversity,
tourism, and local commercial interests; and
WHEREAS, the original lease term was three (3) years, commencing on April 1,
2010, with two (2) additional three (3) year renewal terms, the final of which is set to
expire March 31, 2019; and
WHEREAS, on March 13, 2013, the Mayor and City Commission adopted
Resolution No. 2013-28153, accepting the recommendation of the Finance and
Citywide Projects Committee (FCWPC) and approving an amendment to the Lease
Agreement (Amendment), thereby implementing a rent reduction; and
WHEREAS, the Amendment modified the Lease Agreement such that: annual
rent was lowered from $50,860 to $30,000 per year and annual three (3%) percent rent
escalations were eliminated; MDGLCC was no longer obligated to pay building
operating expenses and building insurance as additional rent; and MDGLCC expanded
operating hours from five to seven days/week, while adding staff members and
additional public services; and
WHEREAS, the City Commission found the Tenant's request for a rent reduction
as reasonable, not only because of persistent maintenance and repair issues at the
historic building, but the rent reduction served to offset the MDGLCC's costs associated
with providing enhanced services; and
WHEREAS, at the September 14, 2018 meeting of the FCWPC, the Tenant
requested, and the Committee recommended approval of, a new lease, generally under
the same terms and conditions of the Tenant's existing lease, including fixed rent
without annual increases; and
WHEREAS, MDGLCC has demonstrated a strong commitment to the building
and to the community, and has made improvements to the space that have resulted in
an attractive, functional office; and
WHEREAS, in recognition of the nonprofit's contribution to the City, the
Administration recommends approving, in substantial form, a new Lease Agreement,
incorporated herein by reference and attached to the City Commission Memorandum
accompanying this Resolution.
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 hereby accept the recommendation of the Finance and Citywide Projects
Committee, and waive, by 517th vote, the competitive bidding requirement in Section 82-
39(a) of the City Code, finding such waiver to be in the best interest of the City, and
following a duly advertised public hearing, approve, in substantial form, a new lease
between the City and MDGLCC Foundation, Inc. d/b/a Miami-Dade Gay and Lesbian
Chamber of Commerce (Tenant), for approximately 2,543 square feet of office space,
located in Historic City Hall, 1130 Washington Avenue, 1st Floor North, Miami Beach,
Florida, for a period of three (3) yeas, commencing April 1, 2019 and ending March 31,
2022, with two (2) additional renewal options, for three (3) year each, at the City
Manager's sole discretion; and further authorize the Mayor and City Clerk to execute the
final negotiated lease. .
PASSED and ADOPTED THIS /7 day of Ot6her 2018.
ATTEST: /
�,2i''/ l d /4y
RAFAEL E. GRANADO, CITY CLERK DAN GELBER, MAYOR
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MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Jimmy L. Morales, City Manager
DATE: October 17, 2018
2:45 p.m. Public Hearing
SUBJECT A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF THE
FINANCE AND CITYWIDE PROJECTS COMMITTEE, AND WAIVING, BY 5/7TH
VOTE, THE COMPETITIVE BIDDING REQUIREMENT IN SECTION 82-39(A) OF
THE CITY CODE, FINDING SUCH WAIVER TO BE IN THE BEST INTEREST OF
THE CITY, AND FOLLOWING A DULY ADVERTISED PUBLIC HEARING,
APPROVING, IN SUBSTANTIAL FORM, ANEW LEASE BETWEEN THE CITY AND
MDGLCC FOUNDATION, INC. D/B/A MIAMI-DADE GAY & LESBIAN CHAMBER OF
COMMERCE (TENANT), FOR APPROXIMATELY 2,543 SQUARE FEET OF
OFFICE SPACE, LOCATED IN HISTORIC CITY HALL, 1130 WASHINGTON
AVENUE, 1ST FLOOR NORTH, MIAMI BEACH, FLORIDA, FOR A PERIOD OF
THREE (3) YEARS, COMMENCING APRIL 1, 2019 AND ENDING MARCH 31, 2022,
WITH TWO (2) ADDITIONAL RENEWAL OPTIONS, FOR THREE (3) YEARS
EACH, AT THE CITY MANAGER'S SOLE DISCRETION; AND FURTHER
AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE THE FINAL
NEGOTIATED LEASE.
RECOMMENDATION
Adopt the Resolution.
BACKGROUND
On March 10, 2010, the Mayor and City Commission passed Resolution No. 2010-27354, approving
a Lease Agreement between the City and MDGLCC Foundation, Inc., d/b/a Miami-Dade Gay &
Lesbian Chamber of Commerce ("MDGLCC" or "Tenant"), for approximately 2,543 square feet of
City-owned property, located on the first floor of Historic City Hall, 1130 Washington Avenue. The
original lease had a term of three (3) years, commencing on April 1, 2010, with two (2) additional
three (3)year renewal term, the final of which is set to expire March 31, 2019.
On March 13, 2013, the Mayor and City Commission adopted Resolution No. 2013-28153, arrvpting
the recommendation of the Finance and Citywide Projects Committee (FCWPC) and approving an
amendment to the Lease Agreement (Amendment). At the request of the tenant, the Amendment
implemented a reduction in rent. The City Commission found this request reasonable, not only
because of persistent maintenance and repair issues at the historic building, but the rent reduction
served to offset the Tenant's costs associated with providing enhanced services. In addition to
lowering annual rent from $50,860 to $30,000 per year, the Amendment eliminated MDGLCC's
obligation to pay building operating e>q enses and building insurance as additional rent and eliminated
annual three (3%) percent rent escalations. At the same time, MDGLCC expanded operating hours
Page 919 of 1637
from five to seven days/week, adding staff members and additional public services.
MDGLCC is a nonprofit, 501(c)(3) organization comprising over 1,200 members and 600 businesses.
MDGLCC has requested an early extension of its current lease, generally under the same terms and
conditions, including fixed rent without annual increases. MDGLCC's nonprofit status, and significant
contributions to the community, contributed to the City's renegotiation of lower rent in 2013.
MDGLCC has demonstrated a strong commitment to the building and to the community, and has
made improvements to the space that have resulted in an attractive, functional office. The Tenant's
use of the premises as a chamber of commerce and visitor center provides a free public amenity while
promoting diversity, tourism, and local commercial interests.
MDGLCC has added several additional services since the lease was amended in 2013. Some
noteworthy additions include SAFESPACE location, trans Safespace LOCATION,
GoGayMiami.com, Smart Recovery (Weekly), Crystal Meth Anonymous (Weekly), Tango (Weekly),
Yoga (Weekly), HIV/AIDS/STD Testing (Daily) and the Holigay Toy Drive. A complete list of the
programming and public services provided to the community is attached hereto as Attachment A
(Programing and Public Services).
ANALYSIS
The proposed Lease Agreement, which contains basic terms and conditions generally consistent with
the existing Lease, with an enhanced schedule of public services, is attached hereto as Attachment
B (Draft Lease Agreement):
Basic Lease Terms
Tenant: MDGLCC Foundation, Inc., d/b/a Miami-Dade Gay& Lesbian Chamber of Commerce
Demised Premises: 2,543 SF on north side of 1st Floor of Historic City Hall, 1130 Washington
Avenue
Use: Office and retail space, including LGBT visitor center
Term: Three (3) years, commencing April 1, 2019 and ending on March 31, 2022
Renewal Options: Two (2) additional three (3) year renewal terms, subject to the City Manager's
approval
Rent: $30,000 per year($2,500 per month)
Days/Hours: Monday— Friday 9AM —7 PM, Weekends 11 AM—4 PM
Utilities: Tenant is solely responsible for all utilities including electric, janitorial, internet, and
telephone.
Maintenance and Repairs: Tenant is responsible for day-to-day maintenance and repairs, whereas
the City is responsible for maintenance of the roof, building exterior, all heating/ventilation/air
conditioning (HVAC) equipment servicing the Demised Premises, the structural electrical and
plumbing (other than plumbing surrounding any sink(s) and/or toilet(s)within the Demised Premises),
the common areas, and the chilled water supply system.
Finance & Citywide Projects Committee
This matter was presented at the September 14, 2018 FCWPC meeting. The FCWPC
Page 920 of 1637
recommended in favor of extending the lease between the City and MDGLCC Foundation, Inc., d/b/a
Miami-Dade Gay & Lesbian Chamber of Commerce.
CONCLUSION
The Administration recommends that the Mayor and City Commission accept the recommendation of
the FCWPC and approve the lease extension between the City and MDGLCC Foundation, Inc.,
d/b/a Miami-Dade Gay& Lesbian Chamber of Commerce.
Legislative Tracking
Tourism, Culture and Economic Development
ATTACHMENTS:
Description
o Attachment A- Programming and Public Services
o Attachment B - Draft Lease Agreement
o Resolution
o Ad
Page 921 of 1637
1130 Washington Ave.
Pr MDGLCC Maloor miBe rth
h,
LTLU Miami Beach,FL 33139
FOUNDATION INC EMAIL: info@gogaymiami.com
WEB:www.gogmpniarni.coin
OFFICE:305-673-5.545
FAX:305-673-8883
A Non Profit Corporation
July 20, 2018
Services
• LGBT Visitor Center Services (Open 7 days a week)
o Hotel Reservations
o Restaurant Referrals
o Travel Advice
o Tour Information & Bookings
o Mapping and location services
o LGBT Information
o City of Miami Beach Activity Calendar
• Pink Flamingo Collateral Pick up
• Publication Pick up site
• High Speed-Internet Hot Spot
• SAFE SPACE location
• Trans SAFE SPACE location
• GMCVB Visitor Center Location
o Kiosk Location
o Publication distribution
• Computer usage
• GoGayMiami.com-LGBT& Community Service location
o Meeting Space availability (Michael Aller Conference Room; Community
Center space)
o Art Gallery-Monthly LGBT(Sr Allied artists
City of Miami Beach Services(Referral Point)
• Homeless
• Discrimination
• Business Licenses
• Parking&Marriage Silences
• Mental Health issues
Page 922 of 1637
Miami-Dade Gay&Lesbian Chamber of Commerce
EMAIL: info@goga yniami.com
OFFICE:305-573-4000
Programming currently taking place at LGBT Visitor Center on Miami Beach
1. Smart Recovery (Weekly)
2. Crystal Meth Anonymous (Weekly)
3. Tango (Weekly)
4. Yoga (Weekly)
5. HIV/AIDS/STD Testing(Daily)
Other Programming with less frequency
1. Pet Bereavement(Monthly)
2. Miami-Dade Gay &Lesbian Chamber MDGLCC-U Programming(3x/month)
3. Miami Beach Gay Pride- Monthly meetings; ramps up to daily during
March/April
4. Smart Ride Training Space(Seasonal for ride)
5. Fertility Advisory Programming(Quarterly)
6. Holigay Toy Drive (December)
7. Winter Party (Ticketing location)
8. White Party (Ticketing Location)
9. Aqua Girl (Ticketing Location)
10. Sizzle Miami(Info Center)
11. Miami Beach Bruthaz (Info Center)
12. GAY 8 (Transportation pick up point)
13. GMCVB FAM Location (LGBT travel writers- 2x/year)
14. Film Festivals (MIFF,Outshine, Brazilian, Italian)-Info Point
15. MCIV Dignitary Training Location (Diversity programs)
16. Wedding and Reception Location(seasonal)
17. TransTrend (seasonal)for the Transgender Community
Page 9z3 of 1637
LEASE AGREEMENT
THIS LEASE AGREEMENT, made this day of October 2018, by and
between the CITY OF MIAMI BEACH, FLORIDA, a municipal corporation organized
and existing under the laws of the State of Florida (hereinafter referred to as the "City"
or "Landlord"), and MDGLCC FOUNDATION, INC., d/b/a Miami-Dade Gay and Lesbian
Chamber of Commerce, a Florida not-for-profit corporation (hereinafter referred to as
"Tenant").
1. Demised Premises.
The City, in consideration of the rentals hereinaft: s:-,.-..., to be paid and of the
covenants, conditions and agreements to be ke.+: and p- ed by the Tenant,
hereby leases, lets and demises to the Tesea . Tena - >=-reby leases and
hires from the City, those certain pr- es hereinafter r>: r; -d to as the
"Demised Premises" and more fully de as fn. lows:
Approximately 2,543 square y-. ned prop- y (the
"Building," also known as "Hi `ra�1j:- City Hall"), located at
1130 Washingt.. •venue, 1st F orth, Miami Beach,
Florida, 33139, a ,+ore specific. . '-li seated in Exhibit
A, attached hereto . •.rated he
2. Term.
2.1 Tena all be ':'tied to ha and to hold the Demised Premises for an
initi. of thr:--= (3) years, • ,ur encing on the 1S` day of April, 2019
(the "Co c- late"), a ending on the 31st day of March, 2022.
• .urpos- -> t ':.; eement, and including, without limitation,
• .ns 'r..d 2.3 he -in, a "contract year" shall be defined as that
certain <.d co "=.•nci g on the 1st day of April and ending on the 315t
day of M.
2.2 ovided T- .:nt is in good standing and free from default(s) under
ion 18 h -of, and upon written notice from Tenant, which notice shall
be <:-.:..mittto the City Manager no earlier than one hundred twenty
(120 but in any case no later than sixty (60) days prior to the
expirat of the initial term, this Lease may be extended for two (2)
additional three (3) year renewal terms. Any extension, if approved, shall
be memorialized in writing and signed by the parties hereto (with the City
hereby designating the City Manager as the individual authorized to
execute such extensions on its behalf).
If the City Manager determines, in his sole discretion, not to extend or
renew this Lease Agreement (upon expiration of the initial term or any
renewal term), the City Manager shall notify Tenant of same in writing,
which notice shall be provided to Tenant within thirty (30) business days of
Page 9214 of 1637
the City Manager's receipt of Tenant's written notice.
3. Rent.
Tenant's payment of Rent, as defined in this Section 3, shall commence on April
1, 2019 (the "Rent Commencement Date") and, thereafter, on each first day of
subsequent months.
3.1 Base Rent:
3.1.1 Throughout the Term herein, the Base r+:. t for the Demised
Premises shall be Thirty Thousa.. ` Do' .rs and 00/100
($30,000.00) per year, payable in •.,'=i),•ly installments of Two
Thousand Five Hundred Dollars an. .1/1 V . .'.2,500.00).
3.2 Additional Rent:
In addition to the Base Rent, as forth i Section 3.1, ' nt hall also
pay the following Additional R- .rovidec::. •elow:
3.2.1 Property Taxes:
The Property , Payment sh. :•e payable by Tenant, in
accordance with v:.< ;r,,. 11 herein. r- .'r.•erty Tax Payment for
Property Tax Ye. >. estimate. Zero Dollars ($0.00).
Notwithstanding th-. prec*-I :.. ent:-'ce, the City makes no
warr.• or represe +.:t • , wh- , : express or implied, that the
H.-, . Hall build` ;1, the La and/or the Demised Premises
•'. subject to valorem (or other) taxes in subsequent
3.3 Taxe
Con . wit' payment of the Base Rent and Additional Rent as
provide .n, T- - all also pay any and all sums for all applicable
tax(es), in :. : ,ing w'=I' •ut limitation, sales and use taxes and Property
axes, imp. d, le,ied or assessed against the Demised Premises, or
other c`: ge or payment required by any governmental authority
h. 'e juris. ion there over, even though the taxing statute or ordinance
ma ••.' o impose such tax against the City.
3.4 Enfor ent.
Tenant agrees to pay the Base Rent, Additional Rent, and any other
amounts as may be due and payable by Tenant under this Agreement, at
the time and in the manner provided herein, and should said rents and/or
other additional amounts due, remain at any time outstanding and unpaid
for a period of fifteen (15) days after the same shall become due, the City
may exercise any or all options available to it hereunder, which options
may be exercised concurrently or separately, or the City may pursue any
other remedies permitted by law.
Page 935 of 1637
4. Location for Payments.
All rents or other payments due hereunder shall be paid to the City at the
following address:
City of Miami Beach
Revenue Manager
1700 Convention Center Drive, 3`d Floor
Miami Beach, Florida 33139
or at such other address as the City may, from time t. rl e, designate in writing.
5. Parking.
Tenant may request, from the City's Parki• , +q-.:rtment, i s use of no more
than six (6) parking spaces, if available, ..,`'unicipal Parking t .le G-2 located
at the intersection of 12'" Street an. :t exel A -nue. Rent. .-- for said
parking spaces, including applicable sa di.;....Ind u-ii;. ax, are dete ed by the
Parking Department and are subject to cha ' I :.
6. Security Deposit.
Tenant has furnished the City ecurity De. ' the amount of Eight
Thousand Four Hundred Seve rs and x./100 ($8,476.66). Said
Security Deposit shall serve to se - •-• .rmance in accordance with
the provisions .- Agreemen - the e Tenant fails to perform in
accordance w' sal. ; visions, the City may retain said Security Deposit, as
well as pur.. _.ny an. ,.,I other leg. emedies provided herein, or as may be
provided by la
The - • ee a kno - at the foregoing condition is intended to be
- .ndition -.-que the City's approval of this Agreement. Accordingly, in
e event that i. .int do.-: .-,. _atisfy the aforestated, then the City Manager or
.esignee ma « media , without further demand or notice, terminate this
A. ent withou' iing • ejudiced as to any remedies which may be available
to hi breach of %:intact.
7. Use and >:s i of Demised Premises.
7.1 The I ised Premises shall be used by the Tenant as office, retail, and
visitor center space for the Miami-Dade Gay & Lesbian Chamber of
Commerce, with the purpose of promoting a unified and thriving, gay and
gay-friendly, business and professional community throughout Miami-
Dade County. Tenant shall be required to provide the Public Services
contained in Exhibit B attached hereto. Said Demised Premises shall be
open for operation seven (7) days a week, with minimum hours of
operation as follows:
Monday - Friday: 9:00 AM to 7:00 PM
Page 9736 of 1637
Saturday - Sunday 11:00 AM to 4:00 PM
Tenant shall not modify the days or hours of operation without the prior
written approval of the City Manager. Nothing herein contained shall be
construed to authorize hours contrary to the laws governing such
operations.
7.2 It is understood and agreed that the Demised Premises shall be used by
the Tenant during the Term of this Lease Agreement only for the purpose
and services stated herein, and for no other n. rpose and/or use(s)
whatsoever. Tenant will not make or permit "s e of the Demised
Premises that, directly or indirectly, is forbi• by law, ordinance, or
government regulation, or that may be clan'): . . life, limb, or property.
Tenant may not commit (nor permit) was •n th- ised Premises; nor
permit the use of the Demised Pre, . -s or any f, =sal purposes; nor
commit a nuisance on the Demise. -'^ emi -s. In the e ,,: hat the Tenant
uses the Demised Premises (or < ` erwise allows the D-=.1`. -d 'remises
to be used) for any purpose( ., press , .ermitted her or permits
and/or allows any prohibited use(s = =.r. :.-. herein, then he City may
declare this Lease Agreement in defa 'i'.',:""4rsuant to Section 18 or, without
notice to Tenant, rest s'.• such imprope d; >; by injunction or other legal
action.
7.3 Additionally, subject to Tec , •, the • .r written approval of the
City Manager or his/her aut • re. -tive and, if deemed required
by the Ci :ger or his/h:- epresent" ve (as a condition of any such
City a ;,'oval), ...'f-ct further Tenant obtaining a Special Events permit
fro ity an. =.•mpliance t e City's Special Events requirements
and Qui. ,:-s, -.ant shall • entitled to the periodic limited, non-
e.clusive . public outdoor area adjacent to (and
• e fr. he De '-. o Premises, which area is also commonly
referr- .s th_ =. race" and is delineated in Exhibit C attached hereto.
7.4 Tenant sh.= :Iso m. fain its not-for-profit status in full force and effect,
nd in good =: nding, throughout the Term herein.
8. Im•rove <v.s.
8.1 Tenan :r cepts the Demised Premises in its present "AS IS" condition
and :y construct or cause to be constructed, such interior and exterior
improvements and maintenance to the Demised Premises, as reasonably
necessary for it to carry on its permitted use(s), as set forth in Section 7;
provided, however, that any plans for such improvements shall first be
submitted to the City Manager for his prior written consent, which consent,
if granted at all, shall be at the City Manager's sole and absolute
discretion. Additionally, any and all approved improvements shall be made
at Tenant's sole expense and responsibility. All permanent (fixed)
improvements to the Demised Premises shall remain the property of the
City upon termination and/or expiration of this Lease Agreement. Upon
Page 9247 of 1637
termination and/or expiration of this Lease Agreement, all personal
property and non-permanent trade fixtures may be removed by the Tenant
from the Demised Premises, provided that they can be (and are) removed
without damage to the Demised Premises. Tenant will permit no liens to
attach to the Demised Premises arising from, connected with, or related to
the design and construction of any improvements. Moreover, such
construction shall be accomplished through the use of licensed, reputable
contractors who are acceptable to the City. Any and all permits and or
licenses required for the installation of improvements shall be the sole cost
and responsibility of Tenant.
8.2 Notwithstanding Subsection 8.1, upon termin.:�!j and/or expiration of this
Lease Agreement, and at City's sole op;. sr-.,. discretion, any or all
alterations or additions made by Tenan or i t. Demised Premises
shall, upon written demand by the Ci :.er, b- ptly removed by
Tenant, at its expense and resp-)* ibi i , and Te further hereby
agrees, in such event, to restor- e De •sed Premise ;:. he' original
condition prior to the Comment Date e.. his Lease Ag ent.
8.3 The above requirements for submissia : plans and the use of specific
contractors shall not ._ • to improvemio+f:. which term, for purposes of
this Subsection 8.3 onl also include ;..vements as necessary for
Tenant's maintenance a .f the Demi , - "remises) which do not
exceed Five Hundred ($'.10.0i -. s, pro.' ed that the work is not
structural, and provided tha is rm <a .pplicable law.
9. Cit 's Ri.ht o t' tr .
9.1 The Cit ag:r;. .nd/or his a orized representatives, shall have the
rig t to en . -< '•'. _> remises at all reasonable times for the
of in ing sa -, '. eventing waste; making such repairs as the
City -insi. -cessary; and for the purpose of preventing fire, theft,
or vanda The . =.tees that, whenever reasonably possible, it shall
use reasons?:'i:- effo o provide notice (whether written or verbal), unless
e need to er the Demised Premises is an emergency, as deemed by
City M. :ger, in his sole discretion, which if not immediately
a. sed '. Id cause property damage or injury to persons. Nothing
her- -. .:=J imply any duty on the part of the City to do any work that
under r' provisions of this Agreement the Tenant may be required to
perfor , and the performance thereof by the City shall not constitute a
waiver of the Tenant's default.
9.2 If the Tenant shall not be personally present to open and permit entry into
the Demised Premises at any time, for any reason, and any entry thereon
shall be necessary or permissible, the City Manager, and/or his authorized
representatives, may enter the Demised Premises by master key, or may
forcibly enter the Demised Premises without rendering the City or such
agents liable therefore.
Page 9758 of 1637
9.3 Tenant shall furnish the City with duplicate keys to all locks including
exterior and interior doors prior to (but no later than) the Commencement
Date of this Lease Agreement. Tenant shall not change the locks to the
Demised Premises without the prior written consent of the City Manager,
and in the event such consent is given, Tenant shall furnish the City with
duplicate keys to said locks in advance of their installation.
10. Tenant's Insurance.
10.1 Tenant shall, at its sole expense and respon ',•ility, comply with all
insurance requirements of the City. It is agreed s;. toadies that Tenant
shall not occupy the Demised Premises :-•'. i proof of the following
insurance coverages have been reviewed sved by the City's Risk
Manager:
10.1.1 Comprehensive General Li. y, i the minim.= ..mount of One
Million ($1,000,000) Dolla--: subjec to adjustmen <:, .nfl.tion) per
occurrence for bodily .nd p ::,.erty damage. "'- e City of
Miami Beach must be na ,-- -.s .. additional i red on this
policy.
10.1.2 Workers Comp:: ..•-�,:• and Em., -rs Liability coverage in
accordance with tory requi . ''ts.
10.1.3 All Risk property an. .. . , ty e, written at a minimum of
ei. - Gf%) perce z of repl. .ment cost value and with
-:• ace cost a+dorsement, covering all leasehold
+>. ovem_, installed i -he Demised Premises by or on behalf of
__. .t a cluding wit.,. t limitation all of Tenant's personal
prop. • Premises (including, without limitation,
',vent. rade -s, floor coverings, furniture, and other
-rty .--:'.vable by Tenant under the provisions of this
A. ent).
10.2 'roof of the '•< -going policies of coverage must be provided by submitting
•'nal certif :tes of insurance to both the City's Risk Manager and Asset
.er re. 'actively. All policies must provide thirty (30) days written
noti • cellation to both the City's Risk Manager and Asset Manager
(to be • omitted to the addresses set forth in Section 27 hereof). All
insura ce policies shall be issued by companies authorized to do business
under the laws of the State of Florida and must have a minimum rating of
B+:VI per A.M. Best's Key Rating Guide, latest edition, and certificates are
subject to the approval of the City's Risk Manager.
11. Property Taxes and Assessments.
For the purposes of this Section and other provisions of this Agreement:
11.1 The term "Property Taxes" shall mean (i) real estate taxes, assessments,
Page 9%9 of 1637
and special assessments of any kind which may be imposed upon the
Demised Premises, and (ii) any expenses incurred by the City in obtaining
a reduction of any such taxes or assessments.
11.2 The term "Property Tax Year" shall mean the period of twelve (12)
calendar months, beginning on January 1st of each year.
11.3 Tenant shall pay, as Additional Rent pursuant to Section 3.2, for such
Property Tax Year an amount ("Property Tax Payment") equal to Tenants
pro-rata share of Property Taxes (if any) for such r. operty Tax Year; said
pro-rata share to be determined by the City b.:>•. .-.on the ratio of the
Demised Premises to the tax lot. If a Prop-. -: Tax Year ends after the
expiration or termination of the term of thi-.'- . :;.;, ent, the Property Tax
Payment therefore shall be prorated to c.. espo =-+, that portion of such
Property Tax Year occurring within -rm of Agreement. The
Property Tax Payment shall be r,aiabl- by Tenanediately upon
receipt of notice from the City. A 'c4.y of th- tax bill(s) or . %. ev'dence of
such taxes issued by the t..[ uthori <. , together t he City's
computation of the Property Tax II be made available to
Tenant once received from the taxing -=!.::'•orities, if requested by Tenant.
Tenant shall pay any ,,•.fference in the +-,.unt between the estimated
property taxes and the •roperty taxe- he City immediately, upon
receipt of request for sai. ' rom the
11.4 Tax Stop.
Notwith e precedin:`.- ection 1 '.3, the City shall be responsible
for p-.; -nt of t _- rroperty T. Payment up to an amount not to exceed
Thr . .: -.rs ($ -`0) per squa .t (Tax Stop Amount) with Tenant to
be respo -"e hing i excess of that amount. Tenant shall
-•tly rei •se its portion of the Property Tax Payment (if
• rece the City s invoice for same.
12. - ..nmentand ettin•.
Te ,. shall not h the right to assign or sublet the Demised Premises, in
whol- 'n part, out the prior written consent of the City Manager, which
consen , •rante. at all shall be at the City Manager's sole and absolute
discretion. ... ::: itten consent is not a matter of right and the City is not
obligated to • such consent. If granted as provided herein, the making of any
assignment c sublease will not release Tenant from any of its obligations under
this Lease Agreement.
13. Operation, Maintenance and Repair.
13.1 Tenant shall be solely responsible for the operation, maintenance and
repair of the Demised Premises. Tenant shall, at its sole expense and
responsibility, maintain the Demised Premises, and all fixtures and
appurtenances therein, and shall make all repairs thereto, as and when
needed, to preserve them in good working order and condition. Tenant
Page 940 of 1637
shall be responsible for all interior walls and the interior and exterior of all
windows and doors, as well as immediate replacement of any and all plate
glass or other glass in the Demised Premises which may become broken,
using glass of the same or better quality.
The City shall be responsible for the maintenance of the roof, the exterior
of the Building, all heating/ventilation/air conditioning (HVAC) equipment
servicing the Demised Premises, the structural electrical and plumbing
(other than plumbing surrounding any sink(s) and/or toilet(s), including
such sink(s) and toilet(s) fixture(s), within the D . ised Premises), the
common areas and the chilled water suppl , • . The City shall
maintain and/or repair those items that it is r: -.risible for, so as to keep
same in proper working condition.
13.2 All damage or injury of any kind to t ?e 'sed P '.,es, and including
without limitation its fixtures, gla app.rtenances, equipment (if
any), or to the building fixtures, cuss, ap.urtenances, . -q '..ment, if
any, except damage causer e gr.,.;.. negligence +/or willful
misconduct of the City, shall be the or Ira .n of Tena ., and shall be
repaired, restored, or replaced prom..-, s y Tenant, at its sole expense
and to the satisfaction he City.
13.3 All of the aforesaid rep-r ,., ations, an: .lacements shall be in
quality and class equal to i'r be • - the ..^sinal work or installations
and shall be done in good k • , hr- -- -r.
13.4 If Ten.. . fails ', ake such -pairs, restorations, or replacements, the
sa • be m- by the Citi. at the expense of Tenant, and all sums
and exp_ -s ined by the i shall be collectable by the City and
s. -II be pa . ee (3) days following submittal of a bill or
.t the e.
13.5 It shall be- -nant ,: obligation and responsibility to ensure that any
renovation- epair and/or improvements made by Tenant to the
'emised P r. ises comply with all applicable building codes and life
•ty codes ;" governmental authorities having jurisdiction.
13.6 Ten.-; ponsibilities for Utilities (not included within Operating
Expen
Tenant is solely responsible for, and shall promptly pay when due, all
charges and impact fees for any and all utilities (i.e. electric, internet, and
telephone services) for the Demised Premises NOT included as an
Operating Expense (pursuant to Subsection 3.2.1).
In addition to other rights and remedies hereinafter reserved to the City,
upon the failure of Tenant to pay for such utility services (as contemplated
in this Subsection 13.6) when due, the City may elect, at its sole
discretion, to pay same, whereby Tenant agrees to promptly reimburse the
Page 9V of 1637
City upon demand.
In no event, however, shall the City be liable, whether to Tenant or to third
parties, for an interruption or failure in the supply of any utilities or services
to the Demised Premises.
13.7 TENANT HEREBY ACKNOWLEDGES AND AGREES THAT THE
DEMISED PREMISES ARE BEING LEASED IN THEIR PRESENT "AS
IS" CONDITION.
14. Governmental Regulations.
Tenant covenants and agrees to fulfill and com'. wi' statutes, ordinances,
rules, orders, regulations, and requirements o a and a",,:wernmental bodies,
including but not limited to Federal, S ,unty, and City
governments, and any and all of their de.. "ments and burea .licable to the
Demised Premises, and shall also c. with ...d fulfill all ru _ •...ers, and
regulations for the prevention of ire at :. ant's own r, •ense and
responsibility. Tenant shall pay all cost, e cl-.ms, fines, .enalties, and
damages that may be imposed because of t' -:: :';:'lure of Tenant to comply with
this section and shall inde and hold har . .s the City from all liability
arising from any non-complian
15.Liens.
Tenant will not • y mechanaborers .r materialman's liens to stand
against the I ise. -. ises or i .rovements for any labor or materials to
Tenant or 9,s -d to - been fur .hed to Tenant's agents, contractors, or
sub-tenants, in ,::;;.'necf.:.. with work .- y character performed or claimed to
have performed . - -.. -mises, or improvements by or at the
dir- era . -.f the - - ; provided however, Tenant shall have the
r to con .e v. or amount of any such lien or claimed lien. In the
ent of such . ,.st, T- all give the City reasonable security as may be
• ,..nded by the to in- e payment thereof and prevent sale, foreclosure, or
fo :2:. . e of the D_ :sed 'remises or improvements by reasons of such non-
paymzl i' Such se: a ity need not exceed one and one half (114) times the
amount " ..uch li or such claim of lien. Such security shall be posted by
Tenant wi 0) days of written notice from the City, or Tenant may "bond
off" the lien •rding to statutory procedures. Tenant will immediately pay any
judgment re •eyed with all proper costs and charges and shall have such lien
released or judgment satisfied at Tenant's own expense.
17. Condemnation.
17.1 If at any time during the Term of this Lease Agreement (including any
renewal term hereunder) all or any part or portion of the Demised
Premises is taken, appropriated, or condemned by reason of Eminent
Domain proceedings or any regulatory action whatsoever, then this
Agreement shall be terminated as of the date of such taking, and shall
Page 92 of 1637
thereafter be completely null and void, and neither of the parties hereto
shall thereafter have any rights against the other by reason of this
Agreement or anything contained therein, except that any rent prepaid
beyond the date of such taking shall be prorated to such date, and Tenant
shall pay any and all rents, additional rents, utility charges, and/or other
costs for which it is liable under the terms of this Lease Agreement, up to
the date of such taking.
17.2 Except as hereunder provided, Tenant shall not be entitled to participate in
the proceeds of any award made to the City in an , uch Eminent Domain
proceeding, excepting, however, Tenant shall h,='- right to claim and
recover from the condemning authority, b of from the City, such
compensation as may be separately ewer..., overable by Tenant in
Tenant's own right on account of any and dam. .. o Tenants business
by reasons of the condemnation and .-!. .r a acco.•e •f any cost or loss
which Tenant might incur in removi.:e en: is furnitur- :.;.... fixtures.
18. Default.
18.1 Default by Tenant:
At the City's option, of the followi < _; all constitute an Event of
Default under this Agree fi".1
18.1.1 The Base Rent, Ad.'oional - a other amounts as may be
due „'.. payable n, -nant . -r this Agreement, or any
i ., " hereof, is paid pro ptly when and where due within
..een (1 ' ±::ys of due .:te, and Tenant shall not have cured such
e wit five (5) da . er receipt of written notice from the
Ci = -eth dela ,
1 : . - De :.>. Premise shall be deserted, abandoned, or vacated;
.3 Te shal to comply with any material term, provision,
con. < or ..venant contained herein other than the payment of
rent a = shall not cure such failure within thirty (30) days after the
recei. if written notice from the City specifying any such default; or
.uc onger period of time acceptable to the City, at its sole
etion;
18.1.4 Receipt of notice of violation from any governmental authority
having jurisdiction dealing with a law, code, regulation, ordinance or
the like, which remains uncured for a period of thirty (30) days from
its issuance, or such longer period of time as may be acceptable
and approved in writing by the City Manager, at his sole discretion;
18.1.5 Any petition is filed by or against Tenant under any section or
chapter of the Bankruptcy Act, as amended, which remains pending
for more than sixty (60) days, or any other proceedings now or
Page 96 of 1637
hereafter authorized by the laws of the United States or of any state
for the purpose of discharging or extending the time for payment of
debts;
18.1.6 Tenant shall become insolvent;
18.1.7 Tenant shall make an assignment for benefit of creditors;
18.1.8 A receiver is appointed for Tenant by any court and shall not be
dissolved within thirty (30) days thereafter;
18.1.9 The leasehold interest is levied on and€, ecution; or
18.1.10 Tenant fails to maintain its not-for 4i-.fit s in current and good
standing, as required pursuant .-u.-..ection '' •erein.
19. Rights on Default.
19.1 Rights on Default:
In the event of any default by Tenant - ovided herein, City shall have
the option to do any o ,aollowing, in a. to and not in limitation of,
any other remedy perms - w or by this -- ent;
19.1.1 Terminate this Agrew • • • ev- t Tenant shall immediately
surr--,- the Demis mise e City, but if Tenant shall fail
t. .:. City may, ithout fu , er notice, and without prejudice
any ,.r remedy e City may have for possession or
-rages rent or da ,•:..-.' s for breach of contract, enter upon
the , .• i -. ises a ; expel or remove Tenant and its effects
in ac :enc- ithout being liable for prosecution or any
fo ages therefore, and Tenant agrees to indemnify and
arm :_ he City for all loss and damage which the City may
su` iy rea•.: :,= of such Agreement termination, whether through
inabi ; to re -4 the Demised Premises, or otherwise.
19.1.2 Decla•r the entire amount of the Base Rent and Additional Rent
hi ould become due and payable during the remainder of the
.. .. of this Agreement to be due and payable immediately, in
ich event Tenant agrees to pay the same at once, together with
all rents therefore due, at the address of the City, as provided in the
Notices section of this Agreement; provided, however, that such
payment shall not constitute a penalty, forfeiture, or liquidated
damage, but shall merely constitute payment in advance of the
rents for the remainder of said term and such payment shall be
considered, construed and taken to be a debt provable in
bankruptcy or receivership.
19.1.3 Enter the Demised Premises as the agent of Tenant, by force if
Page gel of 1637
necessary, without being liable to prosecution or any claim for
damages therefore; remove Tenant's property there from; and re-let
the Demised Premises, or portions thereof, for such terms and
upon such conditions which the City deems, in its sole discretion,
desirable, and to receive the rents therefore, and Tenant shall pay
the City any deficiency that may arise by reason of such re-letting,
on demand at any time and from time to time at the office of the
City; and for the purpose of re-letting, the City may (i) make any
repairs, changes, alterations or additions in or to said Demised
Premises that may be necessary or cony-.'ent; (ii) pay all costs
and expenses therefore from rents result'ar "s•,. re-letting; and (iii)
Tenant shall pay the City any deficient„ --> aforesaid.
19.1.4 Take possession of any persona ";.roper--: ned by Tenant on
said Demised Premises and s- ve ..me a is or private sale,
and apply same to the pay - t o ent due, h. q Tenant liable
for the deficiency, if any.
19.1.5 It is expressly agreed and u :�� t..,, , and betw- the parties
hereto that any installments of 'a.t`accruing under the provisions of
this Agreement s...ich shall not be :r,_,i , when due shall bear interest
at the maximum s. .ate of intere annum then prevailing in
Florida from the . - + the same payable by the terms
hereof, until the sa p-id by enant. Any failure on the
City's behalf to enfo - = - .II not constitute a waiver of
thi <. ;,,;..n with re t to futut.. accruals of past due rent. No
+ -rest " :,e charged -.r payments made within the grace period,
grac= + -riod to be I,. in-d as within five (5) days from the due
d- a. ••.n, there wil - a late charge of Fifty ($50.00) Dollars
for a • .:°d after the grace period.
.6 -nan I default in making any payment of monies to any
p• 9 - or f. purpose as may be required hereunder, the City
may suc pense but the City shall not be obligated to do so.
Tena , upon the City's paying such expense, shall be obligated to
forthw reimburse the City for the amount thereof. All sums of
mon-. payable by Tenant to the City hereunder shall be deemed
t for use of the Demised Premises and collectable by the City
Tenant as rent, and shall be due from Tenant to the City on
e first day of the month following the payment of the expense by
the City.
19.1.7 The rights of the City under this Agreement shall be cumulative but
not restrictive to those given by law and failure on the part of the
City to exercise promptly any rights given hereunder shall not
operate to waive or to forfeit any of the said rights.
19.2 Default by City:
Page 9 of 1637
The failure of the City to perform any of the covenants, conditions, and
agreements of this Agreement which are to be performed by the City and
the continuance of such failure for a period of thirty (30) days after notice
thereof in writing from Tenant to the City (which notice shall specify the
respects in which Tenant contends that the City failed to perform any such
covenant, conditions, and agreements) shall constitute a default by the
City, unless such default is one which cannot be cured within thirty (30)
days because of circumstances beyond the City's control, and the City
within such thirty (30) day period shall have commenced and thereafter
shall continue diligently to prosecute all actions .:cessary to cure such
defaults.
However, in the event the City fails to pe a:r,•in the initial thirty (30)
day period provided above, and such fa'!..e to .-;'=.'irm prevents Tenant
from operating its business in a Gust.' anner anner causes an undue
hardship for Tenant, then suc ailu to perfo` regardless of
circumstances beyond its contr. as indi ated above, - =a. co stitute a
default by the City.
19.3 Tenant's Rights on Default:
If an event of the City a '.-fault shall oc - enant, to the fullest extent
permitted by law, shall me right to . - :ny and all remedies
available at law or in e. :.ity ,•,•'ng the r to sue for and collect
damages, including rea °>. abl- - fees and costs, and/or
terminate Agreement ,• '.ided .'-ver, that Tenant expressly
acknowl- .- agrees th. .. any reco -ry by Tenant shall be limited to
the a ., nt set .' in Section'-;. of this Agreement.
20. Indemnit Main, i:•st- ares.
20.1 - ..•all •::: -ble to the City for all costs and charges, expenses,
reason- attor f-es, and damages which may be incurred or
sustaine. the • , by reason of Tenant's breach of any of the
•rovisions • Iris A. ement. Any sums due the City under the provisions
this item s II constitute a lien against the interest of the Tenant and the
• ''sed Pr:.- ises and all of Tenant's property situated thereon to the
sa -xt- and on the same conditions as delinquent rent would
cons : lien on said premises and property.
20.2 If Tenant shall at any time be in default hereunder, and if the City shall
deem it necessary to engage an attorney to enforce the City's rights and
Tenant's obligations hereunder, Tenant will reimburse the City for the
reasonable expenses incurred thereby, including, but not limited to, court
costs and reasonable attorney's fees, whether suit be brought or not and if
suit be brought, then Tenant shall be liable for expenses incurred at both
the trial and appellate levels.
21. Indemnification Against Claims.
Page 9 of 1637
21.1 Tenant shall indemnify and save the City harmless from and against any
and all claims or causes of action (whether groundless or otherwise) by or
on behalf of any person, firm, or corporation, for personal injury or
property damage occurring upon the Demised Premises or upon any other
land or other facility or appurtenance used in connection with the Demised
Premises, occasioned in whole or in part by any of the following:
21.1.1 An act or omission on the part of Tenant, or any employee, agent,
contractor, invitee, guest, assignee, sub-te t, or subcontractor of
Tenant;
21.1.2 Any misuse, neglect, or unlawful u • • Demised Premises by
Tenant, or any employee, ag_'`=:, co " or, invitee, guest,
assignee, sub-tenant, or subco• •ct4 of Ten..
21.1.3 Any breach, violation, or z.n-perf. mance of an, <.de•aking of
Tenant under this Agre::'`- •r
21.1.4 Anything growing out of the ve- ` •r occupancy of the Demised
Premises by T- t or anyone h. or claiming to hold through
or under this Agr_. :.. .
21.2 Tenant agrees to pay all • ag- •- De '...ed Premises and/or other
facilities used in connectionlent th, . by Tenant or any employee,
agent, co. •uest, or '> -e of Ten a+ .
22. Si•nsand 'sins.
Without the prio te• - t of th- ity Manager, which consent, if given at
all, s• , - -t the .:. :1 a -. _*'- and absolute discretion, Tenant shall not
p• g a •isplay o any signs, plaques, lettering, or advertising
:terial of a :. •d on r e. the Demised Premises. All additional signage
I comply wit' -'nage - dards established by the City and comply with all
a.' _-::•ble buildin. sides, •nd any other municipal, County, State and Federal
laws.
23. Effect of • e a• :-.
The term "C -` and/or "Landlord" as used in the Agreement means only the
owner for t time being of the land and building containing the Demised
Premises, so that in the event of any sale of said land and building, or in the
event of a lease of said building, the City shall be and hereby is entirely freed and
relieved of all covenants and obligations of the City hereunder, and it shall be
deemed and construed without further agreement between the parties, or
between the parties and the purchaser at such sale, or the lease of this building,
that the purchaser or Tenant has assumed and agreed to carry out all covenants
and obligations of the City hereunder.
24. Damage to the Demised Premises.
Page 9 d of 1637
24.1 If the Demised Premises shall be damaged by the elements or other
casualty not due to Tenant's negligence, or by fire, but are not thereby
rendered untenantable, as determined by the City Manager, in his sole
discretion, in whole or in part, and such damage is covered by the City's
insurance, if any, (hereinafter referred to as "such occurrence"), the City,
shall, as soon as possible after such occurrence, utilize the insurance
proceeds to cause such damage to be repaired and the Rent (Base Rent
and Additional Rent) shall not be abated. If by reason of such occurrence,
the Demised Premises shall be rendered untenan ., .le, as determined by
the City Manager, in his sole discretion, only in •-.__" I- - City shall as soon
as possible utilize the insurance proceeds r: ause the damage to be
repaired, and the Rent meanwhile shall b- : •,;:.,,-• proportionately as to
the portion of the Demised Premises r,:dere. .-nantable; provided
however, that the City shall promptly al a goo. _:: h estimate of the
time required to render the Demise, 're es tenanta. -nd if such time
exceeds sixty (60) days, either p..: -4 shall .ve the option .n eling this
Agreement.
24.2 If the Demised Premises shall be rens dr•Ht wholly untenantable by reason
of such occurrence, t -;. . ity shall have : ..ption, but not the obligation,
in its sole discretion, e the insur. = proceeds to cause such
damage to be repaired a .t meanwhi t '.11 be abated. However,
the City shall have the rig
*bit
ised b otice in writing delivered
to Tenant within sixty (60) . .: = er said occurrence, to elect
not to re _= the destr. : Demis_, Premises, and in such event,
this A. .. -men -. the tenan.; hereby created shall cease as of the date
of curren + , the Rent . .e adjusted as of such date. If the
Demise. :-mist hall be ren . ed wholly untenantable, Tenant shall
h.ve the n.' r+_ . - -• .y notice in writing, delivered to the City
' y ( , -,.ys fro • after said occurrence, to elect to terminate
this A . --:".ent, rent to be adjusted accordingly.
24. " Notwithsta -' g any ause contained in this Section 24, if the damage is
•ot covered the ity's insurance, then the City shall have no obligation
epair the amage, but the City shall advise Tenant in writing within
th 30) . -: s of the occurrence giving rise to the damage and of its
decry: •- to repair, and the Tenant may, at any time thereafter, elect to
termin- his Agreement, and the Rent shall be adjusted accordingly.
25. Quiet Enjoyment.
Tenant shall enjoy quiet enjoyment of the Demised Premises and shall not be
evicted or disturbed in possession of the Demised Premises so long as Tenant
complies with the terms of this Agreement.
26. Waiver.
26.1 It is mutually covenanted and agreed by and between the parties hereto
Page 9,g3 of 1637
that the failure of the City to insist upon the strict performance of any of
the conditions, covenants, terms, or provisions of this Agreement, or to
exercise any option herein conferred, will not be considered or construed
as a waiver or relinquishment for the future of any such conditions,
covenants, terms, provisions, or options but the same shall continue and
remain in full force and effect.
26.2 A waiver of any term expressed herein shall not be implied by any neglect
of the City to declare a forfeiture on account of the violation of such term if
such violation by continued or repeated subseq tly and any express
waiver shall not affect any term other than t...-, . .., specified in such
waiver and that one only for the time and in t -- +.anner specifically stated.
26.3 The receipt of any sum paid by Tenant the after breach of any
condition, covenant, term, or provi ein co-z ed shall not be
deemed a waiver of such breach ''. t s all be take =..nsidered, and
construed as payment for use occup.tion, and not a -ert, unless
such breach be expressly wai riting . , the City.
27. Notices.
The addresses for all notices ired under thi eement shall be as follows,
or at such other address as eit '- shall be in r- otify the other:
Nishi
LAN aik it0 `r
ity of Miami Beach Convention
'0� Convention Center Drive
i Beach, FL 33139
spy Real Estate Division Director
City of Miami Beach
1700 Convention Center Drive
Miami Beach, FL 33139
ENANT Steven Adkins, President
MDGLCC Foundation, Inc.
1130 Washington Avenue
1ST Floor North
Miami Beach, FL 33139
All notices shall be hand delivered and a receipt requested, or by certified mail
with Return receipt requested, and shall be effective upon receipt.
28. Entire and Binding Agreement.
This Agreement contains all of the agreements between the parties hereto, and it
may not be modified in any manner other than by agreement in writing signed by
all the parties hereto or their successors in interest. The terms, covenants, and
Page 9,69 of 1637
conditions contained herein shall inure to the benefit of and be binding upon the
City and Tenant and their respective successors and assigns, except as may be
otherwise expressly provided in this Agreement.
29. Provisions Severable.
If any term or provision of this Agreement or the application thereof to any person
or circumstance shall, to any extent, be invalid or unenforceable, the remainder
of this Agreement, or the application of such term or provision to persons or
circumstances other than those as to which it is held invalid or unenforceable,
shall not be affected thereby and each term and provisioe =:; this Agreement shall
be valid and be enforced to the fullest extent permitte. r'- la .
30. Captions.
The captions contained herein are for the c- e -'-nce a -ference only and
shall not be deemed a part of this Agre- -n .r construes in any manner
limiting or amplifying the terms and pr.,, ions of this Agreeme*': I.. w ich they
relate.
31. Number and Gender.
Whenever used herein, the si ar number sha ude the plural and the plural
shall include the singular, and - .f one gend- ..•..II . dude all genders.
32. Limitation of Liability.
The City desire _ ;-.er into this '? eemen y if in so doing the City can
place a limit o. " e ': .lability for „ly cause if action for money damages due
to an allegi each b e City of ":'s Agreement, so that its liability for any
such brea h ex •ds the sum en Thousand ($10,000.00) Dollars.
Tenant hereby - •.... lin. -ss to enter into this Agreement with
Ten. • ery he y damage action for breach of contract to
b• imite. a ;. urn amount of $10,000.00. Accordingly, and
.twithstandin. oth- : .. or condition of this Agreement, Tenant hereby
-s that the • ,. shall be liable to Tenant for damage in an amount in
ex.: -, of $10,000. for : y action or claim for breach of contract arising out of
the p •`' ance or <r.n-performance of any obligations imposed upon the City by
this Ag 6 -nt. No ng contained in this Section or elsewhere in this Agreement
is in any in ded to be a waiver of the limitation placed upon the City's
liability as se <.. ' in Florida Statutes, Section 768.28.
33. Surrender of the Demised Premises.
Tenant shall, on or before the last day of the Term herein demised, or the sooner
termination thereof, peaceably and quietly leave, surrender, and yield upon to the
City the Demised Premises, together with any and all equipment, fixtures,
furnishings, 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
Page 9e of 1637
Premises, free of all liens, claims, and encumbrances and rights of others or
broom-clean, together with all structural changes, alterations, additions, and
improvements which may have been made upon the Demised Premises, in good
order, condition and repair, reasonable wear and tear excepted, subject,
however, to the subsequent provisions of this Section. Any property which
pursuant to the provisions of this Section is removable by Tenant on or at the
Demised Premises upon the termination of this Agreement and is not so
removed may, at the option of the City, be deemed abandoned by Tenant, and
either may be retained by the City as its property or may be removed and
disposed of at the sole cost of the Tenant in such manner -s the City may see fit.
If the Demised Premises and personal property, if any » surrendered at the
end of the Term as provided in this Section, Tenant make good the City all
damages which the City shall suffer by reason t -• d shall indemnify and
hold harmless the City against all claims ma.i:. by a cceeding tenant or
purchaser, so far as such delay is occa J.zar -• by the <.,:. re of Tenant to
surrender the Demised Premises as and r.,..n h- ein require.
34. Time is of the Essence.
Time is of the essence in every particular a z w cul. ly where th- obligation to
pay money is involved.
35. Venue.
This Agreement shall be deeme. . - . made d shall be construed and
interpreted in accordance with th- of Florida. This Agreement
shall be enforc..,l Miami-D.-. County, orida, and if legal action is
necessary by er with res•.. t to the enforcement of any and all the
terms or c. s her: exclusive ue for the enforcement of same shall lie
in Miami-Dade ty, ":,.rida.
CIT NA -. RE: 'WINGLY AND INTENTIONALLY WAIVE
RIG RIA. JURY IN ANY ACTION OR PROCEEDING THAT
E CITY A • NA +:.. • HEREINAFTER INSTITUTE AGAINST EACH
R WITH R= ::'ECT ,- ANY MATTER ARISING OUT OF OR RELATED
T. AGREE T.
36. Radon r natural occurring radioactive gas that, when it is accumulated in a
building in ,: :'i • t quantities, may present health risks to persons who are
exposed to ever time. Levels of Radon that exceed Federal and State
guidelines - e been found in buildings in Florida. Additional information
regarding Radon and Radon testing may be obtained from your County Public
Health Unit.
37. No Dangerous Materials.
Tenant agrees not to use or permit in the Demised Premises the storage and/or
use of gasoline, fuel oils, diesel, illuminating oils, oil lamps, combustible powered
electricity producing generators, turpentine, benzene, naphtha, propane, natural
gas, or other similar substances, combustible materials, or explosives of any
Page 9qg of 1637
kind, or any substance or thing prohibited in the standard policies of fire
insurance companies in the State of Florida. Any such substances or materials
found within the Demised Premises shall be immediately removed.
Tenant shall indemnify and hold the City harmless from any loss, damage, cost,
or expense of the City, including, without limitation, reasonable attorney's fees,
incurred as a result of, arising from, or connected with the placement by Tenant
of any "hazardous substance" or "petroleum products" on, in or upon the
Demised Premises as those terms are defined by applicable Federal and State
Statute, or any environmental rules and environmental riulations promulgated
thereunder. The provisions of this Section 37 shall >, the termination or
earlier expiration of this Agreement.
IN WITNESS WHEREOF, the parties h;:'- o h-ve caused '9''.r,'. names to be
signed and their seals to be affixed, all as oft :ay an. ear first writt_ ,.ov-.
Attest: CITY a=-;.1 IAMI BEACH, FLORIDA
RAFAEL E. GRANADO, 'AN t R,
CITY CLERK MAYO'
liggr
Attest: MDGLCC FOUNDATION, INC.
Secretary President
Jorge Richa Steven N. Adkins
Page sq of 1637
F:\RHCD1$ALL\ECON\$ALL)ASSET\Historic City Hall\MDGLCC\MDGLCC Draft Lease Agreement(08-06-18).docx
111
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Page 95 of 1637
EXHIBIT A
Demised Premises
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Page 9it of 1637
EXHIBIT B
List of Public Services
• LGBT Visitor Center Services (open 7 days a week)
o Hotel Reservations
o Restaurant Referrals
o Travel Advice
o Tour Information & Bookings
o Mapping and location services
o LGBT Information
o City of Miami Beach Activity Calendar
• Pink Flamingo Collateral Pick up
• Publication Pick up site
• High Speed - Internet Hot Spot
• SAFE SPACE location
• Trans SAFE SPACE location
• GMCVB Visitor Center Location
o Kiosk Location
o Publication distribution
• Computer usage
• GoGayMiami.com— LGBT&Community Service • in
o Meeting Space (Michael Aller Conference R• ' - munity Center space)
o Art Gallery— Monthly LGBT &Allied artists
City of Miami Beach Services(Referral Point), ,,, .
• Homeless
• Discrimination
• Business Licenses
• Parking & Marriage '- -
• Mental Health iss .
Current Programmin• IT Visito -nter
• Smart Recovery( )
• Crystal Meth Anony
• Tang!),:a,,
• Yoga'(Wee
• ; t-V/AIDS/STD - (Daily
Intermitte- :ogramming
• Pet n. c..vement(Mon )
• Miami—;;,,;K- Gay& Les6)r:n Chamber MDGLCC-U Programming (3x/month)
• Miami Be ::r, ay Prid; Monthly meetings; ramps up to daily during March/April
• Smart Ride '= ing S.'.ce (Seasonal for ride)
• FertilityAdviso'`�' 'ramming (Quarterly)
• Holigay Toy Driv December)
• Winter Party(Ticketing location)
• White Party(Ticketing Location)
• Aqua Girl (Ticketing Location)
• Sizzle Miami (Info Center)
• Miami Beach Bruthaz(Info Center)
• GAY 8 (Transportation pick up point)
• GMCVB FAM Location (LGBT travel writers—2x/year)
• Film Festivals(MIFF, Outshine, Brazilian, Italian)— Info Point
• MCIV Dignitary Training Location (Diversity programs)
• Wedding and Reception Location (seasonal)
• TransTrend (seasonal)for the Transgender Community
Page 9ff of 1637
EXHIBIT C
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. I II 1 I I Terrace - 1,717 SF
Page 9g of 1637
MAY ',"°"MAWHERAL ( NEIGHBORS I 31NE
MIAMIBEACH
CITY OF MIAMI BEACH
NOTICE OF PUBLIC HEARING
October 17, 2018
NOTICE IS HEREBY given that the following Public Hearing will be heard by
the Mayor and City Commissioners of the City of Miami Beach, Florida, in the
Commission Chamber, Third Floor, City Hall, 1700 Convention Center Drive,
Miami Beach, Florida, on October 17, 2018, at 2:45 p.m., or as soon thereafter
as the matter can be heard:
2;45 D.M. Public Hearing
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF THE
FINANCE AND CITYWIDE PROJECTS COMMITTEE, AND WAIVING, BY 5/7TH
VOTE, THE COMPETITIVE BIDDING REQUIREMENT IN SECTION 82-39(A) OF
THE CITY CODE, FINDING SUCH WAIVER TO BE IN THE BEST INTEREST
OF THE CITY, AND FOLLOWING A DULY ADVERTISED PUBLIC HEARING,
APPROVING, IN SUBSTANTIAL FORM, A NEW LEASE BETWEEN THE CITY
AND MDGLCC FOUNDATION, INC. D/B/A MIAMI-DADE GAY & LESBIAN
CHAMBER OF COMMERCE (TENANT), FOR APPROXIMATELY 2,543 SQUARE
FEET OF OFFICE SPACE,LOCATED IN HISTORIC CITY HALL,1130 WASHINGTON
AVENUE, 1ST FLOOR NORTH, MIAMI BEACH, FLORIDA, FOR A PERIOD OF
THREE(3)YEARS,COMMENCING APRIL 1,2019 AND ENDING MARCH 31,2022,
WITH TWO(2)ADDITIONAL RENEWAL OPTIONS,FOR THREE(3)YEARS EACH,
AT THE CITY MANAGER'S SOLE DISCRETION; AND FURTHER AUTHORIZING
THE MAYOR AND CITY CLERK TO EXECUTE THE FINAL NEGOTIATED LEASE.
This Resolution is being heard pursuant to Section 142-425 of the City's Land
Development Code. Inquiries may be directed to the Tourism, Culture and
Economic Development Department at 305.673.7577.
INTERESTED PARTIES are invited to appear at this meeting,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, 1 Floor,City Hall, Miami Beach,
Florida 33139.A copy of this item is available for public inspection during normal
business hours in the Office of the City Clerk, 1700 Convention Center Drive,
1s'Floor, City Hall, Miami Beach, Florida 33139. This meeting, or any item herein,
may be continued, and under such circumstances, additional legal notice need
not be provided. Pursuant to Section 286.0105, Fla.Stat., the City hereby advises
the public that if a person decides to appeal any decision made by the City
Commission with respect to any matter considered at its meeting or its hearing,
such person must ensure that a verbatim record of the proceedings is made,
which record includes the 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 inadmissible or irrelevant evidence, nor does it authorize
challenges or appeals not otherwise allowed by law. To request this material in
alternate format, sign language interpreter(five-day notice required), information
on access for persons with disabilities,and/or any accommodation to review any
document or participate in any City-sponsored proceedings, call 305.604.2489
and select option 6;TTY users may call via 711 (Florida Relay Service).
Rafael E. Granado, City Clerk
City of Miami Beach
Ad 101718-05
Page 949 of 1637