Lease Agreement with MDGLCC Foundation, Inc. 2Q18 _ 3Qser
LEASE AGREEMENT
THIS LEASE AGREEMENT, made this I5day of January 2019, 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 hereinafter reserved to be paid and of the
covenants, conditions and agreements to be kept and performed by the Tenant,
hereby leases, lets and demises to the Tenant, and Tenant hereby leases and
hires from the City, those certain premises hereinafter referred to as the "Demised
Premises" and more fully described as follows:
Approximately 2,543 square feet of City-owned property (the
"Building," also known as "Historic City Hall"), located at 1130
Washington Avenue, 1st Floor North, Miami Beach, Florida,
33139, and as more specifically delineated in Exhibit A,
attached hereto and incorporated herein.
2. Term.
2.1 Tenant shall be entitled to have and to hold the Demised Premises for an
initial term of three (3) years, commencing on the 1st day of April, 2019 (the
"Commencement Date"), and ending on the 31st day of March, 2022. For
purposes of this Lease Agreement, and including, without limitation,
Subsections 2.2 and 2.3 herein, a "contract year" shall be defined as that
certain period commencing on the 1st day of April and ending on the 31st
day of March.
2.2 Provided Tenant is in good standing and free from default(s) under Section
18 hereof, and upon written notice from Tenant, which notice shall be
submitted to the City Manager no earlier than one hundred twenty (120)
days, but in any case no later than sixty (60) days prior to the expiration 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 the City
Manager's receipt of Tenant's written notice.
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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 Rent for the Demised
Premises shall be Thirty Thousand Dollars and 00/100 ($30,000.00)
per year, payable in monthly installments of Two Thousand Five
Hundred Dollars and 00/100 ($2,500.00).
3.2 Additional Rent:
In addition to the Base Rent, as set forth in Section 3.1, Tenant shall also
pay the following Additional Rent as provided below:
3.2.1 Property Taxes:
The Property Tax Payment shall be payable by Tenant, in
accordance with Section 11 herein. The Property Tax Payment for
Property Tax Year 2018 is estimated at Zero Dollars ($0.00).
Notwithstanding the preceding sentence,the City makes no warranty
or representation, whether express or implied, that the Historic City
Hall building, the Land, and/or the Demised Premises will not be
subject to ad valorem (or other)taxes in subsequent years.
3.3 Sales Taxes:
Concurrent with the payment of the Base Rent and Additional Rent as
provide herein, Tenant shall also pay any and all sums for all applicable
tax(es), including without limitation, sales and use taxes and Property
Taxes, imposed, levied or assessed against the Demised Premises, or any
other charge or payment required by any governmental authority having
jurisdiction there over, even though the taxing statute or ordinance may
purport to impose such tax against the City.
3.4 Enforcement.
Tenant agrees to pay the Base Rent, Additional Rent, and any other
amounts as may be due and payable by Tenant under this Agreement, at
the time and in the manner provided herein, and should said rents and/or
other additional amounts due, 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.
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4. Location for Payments.
All rents or other payments due hereunder shall be paid to the City at the following
address:
City of Miami Beach
Revenue Manager
1700 Convention Center Drive, 3rd Floor
Miami Beach, Florida 33139
or at such other address as the City may, from time to time, designate in writing.
5. Parking.
Tenant may request, from the City's Parking Department, the use of no more than
six(6) parking spaces, if available, at Municipal Parking Garage G-2 located at the
intersection of 12th Street and Drexel Avenue. Rental rates for said parking
spaces, including applicable sales and use tax, are determined by the Parking
Department and are subject to change.
6. Security Deposit.
Tenant has furnished the City with a Security Deposit, in the amount of Eight
Thousand Four Hundred Seventy-Six Dollars and 66/100 ($8,476.66). Said
Security Deposit shall serve to secure Tenant's performance in accordance with
the provisions of this Agreement. In the event Tenant fails to perform in accordance
with said provisions, the City may retain said Security Deposit, as well as pursue
any and all other legal remedies provided herein, or as may be provided by law.
The parties agree and acknowledge that the foregoing condition is intended to be
a condition subsequent to the City's approval of this Agreement. Accordingly, in
the event that Tenant does not satisfy the aforestated, then the City Manager or
his designee may immediately, without further demand or notice, terminate this
Agreement without being prejudiced as to any remedies which may be available
to him for breach of contract.
7. Use and Possession of Demised Premises.
7.1 The Demised 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
Saturday- Sunday 11:00 AM to 4:00 PM
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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 purpose and/or use(s)
whatsoever. Tenant will not make or permit any use of the Demised
Premises that, directly or indirectly, is forbidden by law, ordinance, or
government regulation, or that may be dangerous to life, limb, or property.
Tenant may not commit (nor permit) waste on the Demised Premises; nor
permit the use of the Demised Premises for any illegal purposes; nor
commit a nuisance on the Demised Premises. In the event that the Tenant
uses the Demised Premises (or otherwise allows the Demised Premises to
be used) for any purpose(s) not expressly permitted herein, or permits
and/or allows any prohibited use(s) as provided herein, then the City may
declare this Lease Agreement in default pursuant to Section 18 or, without
notice to Tenant, restrain such improper use by injunction or other legal
action.
7.3 Additionally, subject to Tenant obtaining the prior written approval of the
City Manager or his/her authorized representative and, if deemed required
by the City Manager or his/her representative (as a condition of any such
City approval), subject further to Tenant obtaining a Special Events permit
from the City and compliance with the City's Special Events requirements
and guidelines, Tenant shall be entitled to the periodic limited, non-
exclusive use of that certain public outdoor area adjacent to (and accessible
from) the Demised Premises, which area is also commonly referred to as
the "terrace" and is delineated in Exhibit C attached hereto.
7.4 Tenant shall also maintain its not-for-profit status in full force and effect, and
in good standing, throughout the Term herein.
8. Improvements.
8.1 Tenant accepts the Demised Premises in its present "AS IS" condition and
may construct or cause to be constructed, such interior and exterior
improvements and maintenance to the Demised Premises, as reasonably
necessary for it to carry on its permitted use(s), as set forth in Section 7;
provided, however, that any plans for such improvements shall 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 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
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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 termination and/or expiration of this
Lease Agreement, and at City's sole option and discretion, any or all
alterations or additions made by Tenant to or in the Demised Premises
shall, upon written demand by the City Manager, be promptly removed by
Tenant, at its expense and responsibility, and Tenant further hereby agrees,
in such event, to restore the Demised Premises to their original condition
prior to the Commencement Date of this Lease Agreement.
8.3 The above requirements for submission of plans and the use of specific
contractors shall not apply to improvements (which term,for purposes of
this Subsection 8.3 only, shall also include improvements as necessary for
Tenant's maintenance and repair of the Demised Premises) which do not
exceed Five Hundred ($500.00) Dollars, provided that the work is not
structural, and provided that it is permitted by applicable law.
9. City's Right of Entry.
9.'1 The City Manager, and/or his authorized representatives, shall have the
right to enter upon the Demised Premises at all reasonable times for the
purpose of inspecting same; preventing waste; making such repairs as the
City may consider necessary; and for the purpose of.preventing fire, theft,
or vandalism. The City agrees that, whenever reasonably possible, it shall
use reasonable efforts to provide notice (whether written or verbal), unless
the need to enter the Demised Premises is an emergency, as deemed by
the City Manager, in his sole discretion, which if not immediately addressed
could cause property damage or injury to persons. Nothing herein shall
imply any duty on the part of the City to do any work that under any
provisions of this Agreement the Tenant may be required to perform, and
the performance thereof by the City shall not constitute a waiver of the
Tenant's default.
9.2 If the Tenant shall not be personally present to open and permit entry into
the Demised Premises at any time, for any reason, and any entry thereon
shall be necessary or permissible, the City Manager, and/or his authorized
representatives, may enter the Demised Premises by master key, or may
forcibly enter the Demised Premises without rendering the City or such
agents liable therefore.
9.3 Tenant shall furnish the City with duplicate keys to all locks including
exterior and interior doors prior to (but no later than) the Commencement
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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 responsibility, comply with all
insurance requirements of the City. It is agreed by the parties that Tenant
shall not occupy the Demised Premises until proof of the following insurance
coverages have been reviewed and approved by the City's Risk Manager:
10.1.1 Comprehensive General Liability, in the minimum amount of One
Million ($1,000,000) Dollars (subject to adjustment for inflation) per
occurrence for bodily injury and property damage. The City of Miami
Beach must be named as an additional insured on this policy.
10.1.2 Workers Compensation and Employers Liability coverage in
accordance with Florida statutory requirements.
10.1.3 All-Risk property and casualty insurance, written at a minimum of
eighty (80%) percent of replacement cost value and with
replacement cost endorsement, covering all leasehold
improvements installed in the Demised Premises by or on behalf of
Tenant and including without limitation all of Tenant's personal
property in the Demised Premises (including, without limitation,
inventory, trade fixtures,floor coverings, furniture, and other property
removable by Tenant under the provisions of this Agreement).
10.2 Proof of the foregoing policies of coverage must be provided by submitting
original certificates of insurance to both the City's Risk Manager and Asset
Manager respectively. All policies must provide thirty (30) days written
notice of cancellation to both the City's Risk Manager and Asset Manager
(to be submitted to the addresses set forth in Section 27 hereof). All
insurance 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,
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
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months, beginning on January 1st of each year.
11.3 Tenant shall pay, as Additional Rent pursuant to Section 3.2, for such
Property Tax Year an amount ("Property Tax Payment") equal to Tenant's
pro-rata share of Property Taxes (if any) for such Property Tax Year; said
pro-rata share to be determined by the City based upon the ratio of the
Demised Premises to the tax lot. If a Property Tax Year ends after the
expiration or termination of the term of this Agreement, the Property Tax
Payment therefore shall be prorated to correspond to that portion of such
Property Tax Year occurring within the term of this Agreement.The Property
Tax Payment shall be payable by Tenant immediately upon receipt of notice
from the City. A copy of the tax bill(s)or other evidence of such taxes issued
by the taxing authorities, together with the City's computation of the
Property Tax Payment, will be made available to Tenant once received from
the taxing authorities, if requested by Tenant. Tenant shall pay any
difference in the amount between the estimated property taxes and the
actual property taxes to the City immediately, upon receipt of request for
said payment from the City.
11.4 Tax Stop.
Notwithstanding the preceding Section 11.3, the City shall be responsible
for payment of the Property Tax Payment up to an amount not to exceed
Three Dollars ($3.00) per square foot (Tax Stop Amount)with Tenant to be
responsible for anything in excess of that amount. Tenant shall promptly
reimburse the City for its portion of the Property Tax Payment (if any) upon
receipt of the City's invoice for same.
12. Assignment and Subletting.
Tenant shall not have the right to assign or sublet the Demised Premises, in whole
or in part, without the prior written consent of the City Manager, which consent, if
granted at all shall be at the City Manager's sole and absolute discretion. Such
written consent is not a matter of right and the City is not obligated to give such
consent. If granted as provided herein, the making of any assignment or sublease
will not release Tenant from any of its obligations under this 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 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
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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 Demised Premises), the common
areas and the chilled water supply system. The City shall maintain and/or
repair those items that it is responsible for, so as to keep same in proper
working condition.
13.2 All damage or injury of any kind to the Demised Premises, and including
without limitation its fixtures, glass, appurtenances, and equipment (if any),
or to the building fixtures, glass, appurtenances, and equipment, if any,
except damage caused by the gross negligence and/or willful misconduct
of the City, shall be the sole obligation of Tenant, and shall be repaired,
restored, or replaced promptly by Tenant, at its sole expense and to the
satisfaction of the City.
13.3 All of the aforesaid repairs, restorations, and replacements shall be in
quality and class equal to or better than the original work or installations and
shall be done in good workmanlike manner.
13.4 If Tenant fails to make such repairs, restorations, or replacements,the same
may be made by the City, at the expense of Tenant, and all sums and
expenses incurred by the City shall be collectable by the City and shall be
paid by Tenant within three (3)days following submittal of a bill or statement
therefore.
13.5 It shall be Tenant's sole obligation and responsibility to ensure that any
renovations, repairs, and/or improvements made by Tenant to the Demised
Premises comply with all applicable building codes and life safety codes of
governmental authorities having jurisdiction.
13.6 Tenant Responsibilities for Utilities (not included within Operating
Expenses).
Tenant is solely responsible for, and shall promptly pay when due, all
charges and impact fees for any and all utilities (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 City upon
demand.
In no event, however, shall the City be liable, whether to Tenant or to third
parties, for an interruption or failure in the supply of any utilities or services
to the Demised Premises.
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13.7 TENANT HEREBY ACKNOWLEDGES AND AGREES THAT THE
DEMISED PREMISES ARE BEING LEASED IN THEIR PRESENT"AS IS"
CONDITION.
14. Governmental Regulations.
Tenant covenants and agrees to fulfill and comply with all statutes, ordinances,
rules, orders, regulations, and requirements of any and all governmental bodies,
including but not limited to Federal, State, Miami-Dade County, and City
governments, and any and all of their departments and bureaus applicable to the
Demised Premises, and shall also comply with and fulfill all rules, orders, and
regulations for the prevention of fire, all at Tenant's own expense and
responsibility. Tenant shall pay all cost, expenses, claims, fines, penalties, and
damages that may be imposed because of the failure of Tenant to comply with this
section and shall indemnify and hold harmless the City from all liability arising from
any non-compliance.
15.Liens.
Tenant will not permit any mechanics, laborers, or materialman's liens to stand
against the Demised Premises or improvements for any labor or materials to
Tenant or claimed to have been furnished to Tenant's agents, contractors, or sub-
tenants, in connection with work of any character performed or claimed to have
performed on said Demised Premises, or improvements by or at the direction or
sufferance of the Tenant; provided however, Tenant shall have the right to contest
the validity or amount of any such lien or claimed lien. In the event of such contest,
Tenant shall give the City reasonable security as may be demanded by the City to
insure payment thereof and prevent sale, foreclosure, or forfeiture of the Demised
Premises or improvements by reasons of such non-payment. Such security need
not exceed one and one half (1'/z) times the amount of such lien or such claim of
lien. Such security shall be posted by Tenant within ten (10) days of written notice
from the City, or Tenant may "bond off' the lien according to statutory procedures.
Tenant will immediately pay any judgment rendered with all proper costs and
charges and shall have such lien released or judgment satisfied at Tenant's own
expense.
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 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.
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17.2 Except as hereunder provided, Tenant shall not be entitled to participate in
the proceeds of any award made to the City in any such Eminent Domain
proceeding, excepting, however, Tenant shall have the right to claim and
recover from the condemning authority, but not from the City, such
compensation as may be separately awarded or recoverable by Tenant in
Tenant's own right on account of any and all damage to Tenant's business
by reasons of the condemnation and for or on account of any cost or loss
which Tenant might incur in removing Tenant's furniture and fixtures.
18. Default.
18.1 Default by Tenant:
At the City's option, any'of the following shall constitute an Event of Default
under this Agreement:
18.1.1 The Base Rent, Additional Rent, or any other amounts as may be
due and payable by Tenant under this Agreement, or any installment
thereof, is not paid promptly when and where due within fifteen (15)
days of due date, and Tenant shall not have cured such failure within
five (5) days after receipt of written notice from the City specifying
such default;
18.1.2 The Demised Premises shall be deserted, abandoned, or vacated;
18.1.3 Tenant shall fail to comply with any material term, provision,
condition or covenant contained herein other than the payment of
rent and shall not cure such failure within thirty (30) days after the
receipt of written notice from the City specifying any such default; or
such longer period of time acceptable to the City, at its sole
discretion;
18.1.4 Receipt of notice of violation from any governmental authority having
jurisdiction dealing with a law, code, regulation, ordinance or the like,
which remains uncured for a period of thirty (30) days from its
issuance, or such longer period of time as may be acceptable and
approved in writing by the City Manager, at his sole discretion;
18.1.5 Any petition is filed by or against Tenant under any section or chapter
of the Bankruptcy Act, as amended, which remains pending for more
than sixty (60) days, or any other proceedings now or hereafter
authorized by the laws of the United States or of any state for the
purpose of discharging or extending the time for payment of debts;
18.1.6 Tenant shall become insolvent;
18.1.7. Tenant shall make an assignment for benefit of creditors;
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18.1.8 • A receiver is appointed for Tenant by any court and shall not be
dissolved within thirty (30) days thereafter;
18.1.9 The leasehold interest is levied on under execution; or
18.1.10 Tenant fails to maintain its not-for-profit status in current and good
standing, as required pursuant to Subsection 7.4 herein.
19. Rights on Default.
19.1 Rights on Default:
In the event of any default by Tenant as provided herein, City shall have the
option to do any of the following, in addition to and not in limitation of, any
other remedy permitted by law or by this Agreement;
19.1.1 Terminate this Agreement, in which event Tenant shall immediately
surrender the Demised Premises to the City, but if Tenant shall fail
to do so the City may, without further notice, and without prejudice to
any other remedy the City may have for possession or arrearages in
rent or damages for breach of contract, enter upon the Demised
Premises and expel or remove Tenant and its effects in accordance
with law, without being liable for prosecution or any claim for
damages therefore, and Tenant agrees to indemnify and hold
harmless the City for all loss and damage which the City may suffer
' by reasons of such Agreement termination, whether through inability
to re-let the Demised Premises, or otherwise.
19.1.2 Declare the entire amount of the Base Rent and Additional Rent
which would become due and payable during the remainder of the
term of this Agreement to be due and payable immediately, in which
event Tenant agrees to pay the same at once, together with all rents
therefore due, at the address of the City, as provided in the Notices
section of this Agreement; provided, however, that such payment
shall not constitute a penalty, forfeiture, or liquidated damage, but
shall merely constitute payment in advance of the rents for the
remainder of said term and such payment shall be considered,
construed and taken to be a debt provable in bankruptcy or
receivership.
19.1.3 Enter the Demised Premises as the agent of Tenant, by force if
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,
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changes, alterations or additions in or to said Demised Premises that
may be necessary'or convenient; (ii) pay all costs and expenses
therefore from rents resulting from re-letting; and (iii) Tenant shall
pay the City any deficiency as aforesaid.
19.1.4 Take possession of any personal property owned by Tenant on said
Demised Premises and sell the same at public or private sale, and
apply same to the payment of rent due, holding Tenant liable for the
deficiency, if any.
19.1.5 It is expressly agreed and understood by and between the parties
hereto that any installments of rent accruing under the provisions of
this Agreement which shall not be paid when due shall bear interest
at the maximum legal rate of interest per annum then prevailing in
Florida from the date when the same was payable by the terms
hereof, until the same shall be paid by Tenant. Any failure on the
City's behalf to enforce this Section shall not constitute a waiver of
this provision with respect to future accruals of past due rent. No
interest will be charged for payments made within the grace period,
such grace period to be defined as within five (5) days from the due
date. In addition, there will be a late charge of Fifty ($50.00) Dollars
for any payments submitted after the grace period.
19.1.6 If Tenant shall default in making any payment of monies to any
person or for any purpose as may be required hereunder, the City
may pay such expense but the City shall not be obligated to do so.
Tenant, upon the City's paying such expense, shall be obligated to
forthwith reimburse the City for the amount thereof. All sums of
money payable by Tenant to the City hereunder shall be deemed as
rent for use of the Demised Premises and collectable by the City from
Tenant as rent, and shall be due from Tenant to the City on the first
day of the month following the payment of the expense by the City.
19.1.7 The rights of the City under this Agreement shall be cumulative but
not restrictive to those given by law and failure on the part of the City
to exercise promptly any rights given hereunder shall not operate to
waive or to forfeit any of the said rights.
19.2 Default by City:
The failure of the City to perform any of the covenants, conditions, and
agreements of this Agreement which are to be performed by the City and
the continuance of such failure for a period of thirty (30) days after notice
thereof in writing from Tenant to the City (which notice shall specify the
respects in which Tenant contends that the City failed to perform any such
covenant, conditions, and agreements)shall constitute a default by the City,
unless such default is one which cannot be cured within thirty (30) days
because of circumstances' beyond the City's control, and the City within
such thirty (30) day period shall have commenced and thereafter shall
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continue diligently to prosecute all actions necessary to cure such defaults.
However, in the event the City fails to perform within the initial thirty (30)
day period provided above, and such failure to perform prevents Tenant
from operating its business in a customary manner and causes an undue
hardship for Tenant, then such failure to perform (regardless of
circumstances beyond its control) as indicated above, shall constitute a
default by the City.
19.3 Tenant's Rights on Default:
If an event of the City's default shall occur, Tenant, to the fullest extent '
permitted by law, shall have the right to pursue any and all remedies
available at law or in equity, including the right to sue for and collect
damages, including reasonable attorney's fees and costs, and/or terminate
this Agreement; provided however, that Tenant expressly acknowledges
and agrees that any recovery by Tenant shall be limited to the amount set
forth in Section 32 of this Agreement.
20. Indemnity Against Costs and Charges.
20.1 Tenant shall be liable to the City for all costs and charges, expenses,
reasonable attorney's fees, and damages which may be incurred or
sustained by the City, by reason of Tenant's breach of any of the provisions
of this Agreement. Any sums due the City under the provisions of this item
shall constitute a lien against the interest of the Tenant and the Demised
Premises and all of Tenant's property situated thereon to the same extent
and on the same conditions as delinquent rent would constitute a lien on
said premises and property.
20.2 If Tenant shall at any time be in default hereunder, and if the City shall deem
it necessary to engage an attorney to enforce the City's rights and Tenant's
obligations hereunder, Tenant will reimburse the City for the reasonable
expenses incurred thereby, including, but not limited to, court costs and
reasonable attorney's fees, whether suit be brought or not and if suit be
brought, then Tenant shall be liable for expenses incurred at both the trial
and appellate levels.
21. Indemnification Against Claims.
21.1 Tenant shall indemnify and save the City harmless from and against any
and all claims or causes of action (whether groundless or otherwise) by or
on behalf of any person, firm, or corporation, for personal injury or property
damage occurring upon the Demised Premises or upon any other land or
other facility or appurtenance used in connection with the Demised
Premises, occasioned in whole or in part by any of the following:
21.1.1 An act or omission on the part of Tenant, or any employee, agent,
contractor, invitee, guest, assignee, sub-tenant, or subcontractor of
13
Tenant;
21.1.2 Any misuse, neglect, or unlawful use of the Demised Premises by
Tenant, or any employee, agent, contractor, invitee, guest, assignee,
sub-tenant, or subcontractor of Tenant;
21.1.3 Any breach, violation, or non-performance of any undertaking of
Tenant under this Agreement; or
21.1.4 Anything growing out of the use or occupancy of the Demised
Premises by Tenant or anyone holding or claiming to hold through or
under this Agreement.
21.2 Tenant agrees to pay all damages to the Demised Premises and/or other
facilities used in connection therewith, caused by Tenant or any employee,
agent, contractor, guest, or invitee of Tenant.
22. Signs and Advertising.
Without the prior written consent of the City Manager, which consent, if given at
all, shall be at the City Manager's sole and absolute discretion, Tenant shall not
permit the painting and display of any signs, plaques, lettering, or advertising
material of any kind on or near the Demised Premises. All additional signage shall
comply with signage standards established by the City and comply with all
applicable building codes, and any other municipal, County, State and Federal
laws.
23. Effect of Conveyance.
The term "City" and/or"Landlord" as used in the Agreement means only the owner
for the time being of the land and building containing the Demised Premises, so
that in the event of any sale of said land and building, or in the event of a lease of
said building, the City shall be and hereby is entirely freed and relieved of all
covenants and obligations of the City hereunder, and it shall be deemed and
construed without further agreement between the parties, or between the parties
and the purchaser at such sale, or the lease of this building, that the purchaser or
Tenant has assumed and agreed to carry out all covenants and obligations of the
City hereunder.
24. Damage to the Demised Premises_.
24.1 If the Demised Premises shall be damaged by the elements or other
casualty not due to Tenant's negligence, or by fire, but are not thereby
rendered untenantable, as determined by the City Manager, in his sole
discretion, in whole or in part, and such damage is covered by the City's
insurance, if any, (hereinafter referred to as "such occurrence"), the City,
shall, as soon as possible after such occurrence, utilize the insurance
proceeds to cause such damage to be repaired and the Rent (Base Rent
and Additional Rent) shall not be abated. If by reason of such occurrence,
the Demised Premises shall be rendered untenantable, as determined by
14
the City Manager, in his sole discretion, only in part, the City shall as soon
as possible utilize the insurance proceeds to cause the damage to be
repaired, and the Rent meanwhile shall be abated proportionately as to the
portion of the Demised Premises rendered untenantable; provided
however, that the City shall promptly obtain a good faith estimate of the time
required to render the Demised Premises tenantable and if such time
exceeds sixty (60) days, either party shall have the option of canceling this
Agreement.
24.2 If the Demised Premises shall be rendered wholly untenantable by reason
of such occurrence, the City shall have the option, but not the obligation, in
its sole discretion, to utilize the insurance proceeds to cause such damage
to be repaired and the Rent meanwhile shall be abated. However, the City
shall have the right, to be exercised by notice in writing delivered to Tenant
within sixty (60) days from and after said occurrence, to elect not to
reconstruct the destroyed Demised Premises, and in such event, this
Agreement and the tenancy hereby created shall cease as of the date of
said occurrence, the Rent to be adjusted as of such date. If the Demised
Premises shall be rendered wholly untenantable, Tenant shall have the
right, to be exercised by notice in writing, delivered to the City within thirty
(30) days from and after said occurrence, to elect to terminate this
Agreement, the Rent to be adjusted accordingly.
24.3 Notwithstanding any clause contained in this Section 24, if the damage is
not covered by the City's insurance, then the City shall have no obligation
to repair the damage, but the City shall advise Tenant in writing within thirty
(30)days of the occurrence giving rise to the damage and of its decision not
to repair, and the Tenant may, at any time thereafter, elect to terminate this
Agreement, and the Rent shall be adjusted accordingly.
25. Quiet Eniovment.
Tenant shall enjoy quiet enjoyment of the Demised Premises and shall not be
evicted or disturbed in possession of the Demised Premises so long as Tenant
complies with the terms of this Agreement.
26. Waiver.
26.1 It is mutually covenanted and agreed by and between the parties hereto
that the failure of the City to insist upon the strict performance of any of the
conditions, covenants,terms, or provisions of this Agreement, or to exercise
any option herein conferred, will not be considered or construed as a waiver
or relinquishment for the future of any such conditions, covenants, terms,
provisions, or options but the same shall continue and remain in full force
and effect.
26.2 A waiver of any term expressed herein shall not be implied by any neglect
of the City to declare a forfeiture on account of the violation of such term if
such violation by continuedor repeated subsequently and any express
15
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 the City after breach of any
condition, covenant, term, or provision herein contained shall not be
deemed a waiver of such breach, but shall be taken, considered, and
construed as payment for use and occupation, and not as Rent, unless such
breach be expressly waived in writing by the City.
27. Notices.
The addresses for all notices required under this Agreement shall be as follows, or
at such other address as either party shall be in writing, notify the other:
LANDLORD: City Manager
City of Miami Beach
1700 Convention Center Drive
Miami Beach, FL 33139
With copy to: Real Estate Division Director
City of Miami Beach
1700 Convention Center Drive
Miami Beach, FL 33139
TENANT: Steven Adkins, President
MDGLCC Foundation, Inc.
1130 Washington Avenue
1ST Floor North
Miami Beach, FL 33139
All notices shall be hand delivered and a receiptrequested, or by certified mail with
Return receipt requested, and shall be effective upon receipt.
28. Entire and Binding Agreement.
This Agreement contains all of the agreements between the parties hereto, and it
may not be modified in any manner other than by agreement in writing signed by
all the parties hereto or their successors in interest. The terms, covenants, and
conditions contained herein shall inure to the benefit of and be binding upon the
City and Tenant and their respective successors and assigns, except as may be
otherwise expressly provided in this Agreement.
29. Provisions Severable.
If any term or provision of this Agreement or the application thereof to any person
or circumstance shall, to any extent, be invalid or unenforceable, the remainder of
this Agreement, or the application of such term or provision to persons or
circumstances other than those as to which it is held invalid or unenforceable, shall
not be affected thereby and each term and provision of this Agreement shall be
valid and be enforced to the fullest extent permitted by law.
16
30. Captions.
The captions contained herein are for the convenience and reference only and
shall not be deemed a part of this Agreement or construed as in any manner
limiting or amplifying the terms and provisions of this Agreement to which they
relate.
31. Number and Gender.
Whenever used herein, the singular number shall include the plural and the plural
shall include the singular, and the use of one gender shall include all genders.
32. Limitation of Liability.
The City desires to enter into this Agreement only if in so doing the City can place
a limit on the City's liability for any cause of action for money damages due to an
alleged breach by the City of this Agreement, so that its liability for any such breach
never exceeds the sum of Ten Thousand ($10,000.00) Dollars. Tenant hereby
expresses its willingness to enter into this Agreement with Tenant's recovery from
the City for any damage action for breach of contract to be limited to a maximum
amount of $10,000.00. Accordingly, and notwithstanding any other term or
condition of this Agreement, Tenant hereby agrees that the City shall not be liable
to Tenant for damage in an amount in excess of$10,000.00 for any action or claim
for breach of contract arising out of the performance or non-performance of any
obligations imposed upon the City by this Agreement. Nothing contained in this
Section or elsewhere in this Agreement is in any way intended to be a waiver of
the limitation placed upon the City's liability as set forth in Florida Statutes, Section
768.28.
33. Surrender of the Demised Premises.
Tenant shall, on or before the last day of the Term herein demised, or the sooner
termination thereof, peaceably and quietly leave, surrender, and yield upon to the
City the Demised Premises, together with any and all equipment, fixtures,
furnishings, appliances, or other personal property, if any, located at or on the
Demised Premises and used by Tenant in the maintenance, management, or
operation of the Demised Premises, excluding any trade fixtures or personal
property, if any, which can be removed without material injury to the Demised
Premises, free of all liens, claims, and encumbrances and rights of others or
broom-clean, together with all structural changes, alterations, additions, and
improvements which may have been made upon the Demised Premises, in good
order, condition and repair, reasonable wear and tear excepted, subject, however,
to the subsequent provisions of this Section. Any property which pursuant to the
provisions of this Section is removable by Tenant on or at the Demised Premises
upon the termination of this Agreement and is not so removed may, at the option
of the City, be deemed abandoned by Tenant, and either may be retained by the
City as its property or may be removed and disposed of at the sole cost of the
Tenant in such manner as the City may see fit. If the Demised Premises and
personal property, if any, be not surrendered at the end of the Term as provided in
this Section, Tenant shall make good the City all damages which the City shall
suffer by reason thereof, and shall indemnify and hold harmless the City against
17
all claims made by any succeeding tenant or purchaser, so far as such delay is
occasioned by the failure of Tenant to surrender the Demised Premises as and
when herein required.
34. Time is of the Essence.
Time is of the essence in every particular and particularly where the obligation to
pay money is involved.
35. Venue.
This Agreement shall be deemed to have been made and shall be construed and
interpreted in accordance with the laws of the State of Florida. This Agreement
shall be enforceable in Miami-Dade County, Florida, and if legal action is
necessary by either party with respect to the enforcement of any and all the terms
or conditions herein, exclusive venue for the enforcement of same shall lie in
Miami-Dade County, Florida.
CITY AND TENANT HEREBY KNOWINGLY AND INTENTIONALLY WAIVE THE
RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING THAT THE
CITY AND TENANT MAY HEREINAFTER INSTITUTE AGAINST EACH OTHER
WITH RESPECT TO ANY MATTER ARISING OUT OF OR RELATED TO THIS
AGREEMENT.
36. Radon is a naturally occurring radioactive gas that, when it is accumulated in a
building in sufficient quantities, may present health risks to persons who are
exposed to it over time. Levels of Radon that exceed Federal and State guidelines
have been found in buildings in Florida. Additional information regarding Radon
and Radon testing may be obtained from your County Public Health Unit.
37. No Dangerous Materials.
Tenant agrees not to use or permit in the Demised Premises the storage and/or
use of gasoline, fuel oils, diesel, illuminating oils, oil lamps, combustible powered
electricity producing generators, turpentine, benzene, naphtha, propane, natural
gas, or other similar substances, combustible materials, or explosives of any kind,
or any substance or thing prohibited in the standard policies of fire insurance
companies in the State of Florida. Any such substances or materials found within
the Demised Premises shall be immediately removed.
Tenant shall indemnify and hold 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 regulations promulgated thereunder.
The provisions of this Section 37 shall survive the termination or earlier expiration
of this Agreement.
18
IN WITNESS WHEREOF,the parties hereto have caused their names to be signed
and their seals to be affixed, all as of this day and year first written above.
Attest: CITY OF MIAMI BEACH, FLORIDA
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JO E A. RICHA, SECRETARY STEVE AOKI5"::'ESIDENT
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F:\RHCD\$ALL\ECOM$ALL\ASSET\Historic City Hail\MDGLCC\Commission(10-17-18)1MDGLCC-2018 Lease Agreement.docx
19
EXHIBIT A
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20
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 location
o Meeting Space (Michael Aller Conference Room; Community Center space)
o Art Gallery— Monthly LGBT &Allied artists
City of Miami Beach Services (Referral Point)
• Homeless
• Discrimination
• Business Licenses
• Parking & Marriage Silences
• Mental Health issues
Current Programming at LGBT Visitor Center
• Smart Recovery(Weekly) •
• Crystal Meth Anonymous (Weekly)
• Tango (Weekly)
• Yoga (Weekly)
• HIV/AIDS/STD Testing (Daily)
Intermittent Programming
• Pet Bereavement(Monthly)
• Miami-Dade Gay& Lesbian Chamber MDGLCC-U Programming (3x/month)
• Miami Beach Gay Pride— Monthly meetings; ramps up to daily during March/April
• Smart Ride Training Space (Seasonal for ride)
• Fertility Advisory Programming (Quarterly)
• Holigay Toy Drive (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
21
EXHIBIT C
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22