Resolution 2019-31015 RESOLUTION NO. 2019-31015
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA, APPROVING, IN SUBSTANTIAL
FORM, A NEW ROOFTOP LEASE AGREEMENT BETWEEN THE CITY
(TENANT) AND FIFTY SIX SIXTY COLLINS AVE CONDOMINIUM, INC.
(LANDLORD), FOR THE USE OF INDOOR SPACE AND ROOFTOP
AREAS, AT THE BUILDING LOCATED AT 5660 COLLINS AVENUE, IN
CONNECTION WITH THE USE AND OPERATION OF PUBLIC SAFETY
COMMUNICATIONS EQUIPMENT, FOR A TERM OF TWENTY (20)
YEARS, WITH THE POSSIBILITY OF EXTENDING FOR FOUR (4)
ADDITIONAL FIVE (5) YEAR RENEWAL TERMS, FOR AN INITIAL
ANNUAL RENT OF $35,000, SUBJECT TO ANNUAL RENT
ESCALATIONS OF THREE PERCENT (3%) THEREAFTER; AND
FURTHER AUTHORIZING THE MAYOR AND CITY CLERK TO
EXECUTE THE FINAL NEGOTIATED LEASE AGREEMENT.
WHEREAS, for several decades, the City has used certain privately-owned
condominium towers (e.g. Council Towers, Parkview Point, Tower 41, and Rebecca
Towers) for the location and operation of public safety communications equipment, which
infrastructure is critical to the essential functions of the City's law enforcement and public
safety personnel; and
WHEREAS, in 2017, pursuant to RFP 2017-006-AK, the City contracted with
Florida-based Harris Corporation to replace the City's aging public safety radio system;
and
WHEREAS, the 2018 G.O. Bond referendum approved funding to replace the
City's outdated Motorola analog radio system with the Harris Corporation's satellite radio
system and the upgrade will give first responders a state-of-the-art emergency
communications technology network with high tech functions like seamless
interoperability and encrypted data; and
WHEREAS, as part of the process, the City is ensuring that lease agreements with
the private properties exist which will protect our network infrastructure throughout the
equipment's lifespan; and
WHEREAS, in order to integrate and equip a new building location into the system
network, the City requires (1) rooftop space for equipment such as antennas; (2) an
enclosed room for radio communications equipment; (3) transmission lines between the
rooftop space and the equipment room; and (4) installation of a permanent generator to
provide power in the event of an outage; and
WHEREAS, in order to support the network upgrade, installation of a new facility
is required specifically along the Collins Avenue corridor in Mid Beach;
WHEREAS, on April 10, 2019, per Resolution No. 2019-30767, the City
Commission authorized a rooftop lease agreement with a neighboring property located at
5600 Collins Avenue but the lease was never executed, and the City was forced to locate
an alternative location for the facility; and
WHEREAS, the Harris Corporation has identified 5660 Collins Avenue as the
preferred alternative site along the Collins Avenue corridor and the Administration is
negotiating a Rooftop Lease Agreement with the building's condominium association, a
copy of which is attached to the Commission Memorandum accompanying this
Resolution; and
WHEREAS, the essential terms of the Agreement include:
A. Leased Premises: 5660 Collins Avenue
B. Landlord: Fifty Six Sixty Collins Ave. Condominium, Inc., a
Florida nonprofit corporation
C. Effective Date: upon execution following Commission approval and
final negotiation.
D. Term: Twenty (20) years, with four (4) additional five (5)
year renewal terms.
E. Termination for the City has exclusive right to terminate upon 180
Convenience: days notice.
F. Rent: $35,000 annually, with annual increases of 3% per
year beginning the second contract year. (The total
rental amount is approximately $940,000 over the
twenty (20) year initial term).
G. Utilities: City shall submeter and pay for its own power
consumption. In the event of a power outage, landlord
is entitled to 50kw from City's permanent generator.
Landlord shall reimburse a pro rata share of the City's
costs for fuel, maintenance, and operation of the
generator; and
WHEREAS, in comparison, the proposed lease for the adjacent property at 5600
Collins Avenue, which was approved by City Commission in April 2019 but abandoned
when it became logistically and financially impractical, contained $25,000 annual rent
with 3% annual increases over a 15-year term; and
WHEREAS, the most recent rooftop lease to be executed, Tower 41, contained
$20,000 annual rent with 4.5% annual increases and a 15-year initial term, and although
the Agreement contains a slightly higher annual rent and the provision of generator
capacity to the Landlord, the Leased Premises is virtually ready for occupancy and the
Agreement contains a longer lease term; and
WHEREAS, in contrast, the previous property on Collins Avenue would have
required the construction of a rooftop equipment shelter at a minimum cost of $300,000;
and
WHEREAS, after scouting multiple locations, the Fire Department's Public Safety
Communications Division has emphasized the necessity for this location because the
condominium property is the preferred site on Collins Avenue to serve the network; and
WHEREAS, all costs associated with initial installation of the facility, including any
building modifications, equipment, and installation, will be covered by funds already
approved and allocated as part of tranche 1 of the G.O. Bond, and ongoing costs
associated with the Agreement in subsequent years, like equipment maintenance and
annual rent, will be budgeted by the Fire department on an annual basis; and
WHEREAS, given the importance of ensuring the delivery of services which
provide for the public's health, safety, and welfare, the Administration recommends that
the Mayor and City Commission approve, in substantial form, the Agreement,
incorporated herein by reference and attached hereto as Attachment "A."
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 approve, in substantial form, a new Rooftop Lease Agreement
between the City (Tenant) and 5660 Collins Ave. Condominium, Inc. (Landlord), for the
use of indoor space and rooftop areas, at the building located at 5660 Collins Avenue, in
connection with the use and operation of public safety communications equipment, for a
term of twenty (20) years, with the possibility of extending for four (4) additional five (5)
year renewal terms, for an initial annual rent of$35,000, subject to annual rent escalations
of three percent(3%)thereafter; and further authorize the Mayor and City Clerk to execute
the final negotiated Agreement.
PASSED AND ADOPTED this /6 day of D hQ✓ 2019.
-u"` 604 Gelber, Mayor
ATTEST:.24 1 a S
d APPROVED AS TO
:;
f bti y - FORM & LANGUAGE
Rafael E. Granado, CityClerk INCOpp
F• E CUTION
A ` ORS' O�S�I Et q
dam' 4 r
, / City Attorney / Date
..:`' ,
Resolutions -C7 F
MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Jimmy L. Morales, City Manager
DATE: October 16, 2019
SUBJECT:A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA, APPROVING, IN SUBSTANTIAL FORM, A
NEW ROOFTOP LEASE AGREEMENT BETWEEN THE CITY (TENANT)
AND FIFTY SIX SIXTY COLLINS AVE CONDOMINIUM, INC. (LANDLORD),
FOR THE USE OF INDOOR SPACE AND ROOFTOP AREAS, AT THE
BUILDING LOCATED AT 5660 COLLINS AVENUE, IN CONNECTION WITH
THE USE AND OPERATION OF PUBLIC SAFETY COMMUNICATIONS
EQUIPMENT, FOR A TERM OF TWENTY (20) YEARS, WITH THE
POSSIBILITY OF EXTENDING FOR FOUR (4)ADDITIONAL FIVE (5)YEAR
RENEWAL TERMS, FOR AN INITIAL ANNUAL RENT OF $35,000, SUBJECT
TO ANNUAL RENT ESCALATIONS OF THREE PERCENT (3%)
THEREAFTER; AND FURTHER AUTHORIZING THE MAYOR AND CITY
CLERK TO EXECUTE THE FINAL NEGOTIATED LEASE AGREEMENT.
RECOMMENDATION
The Administration recommends the Mayor and City Commission authorize execution of the
final, negotiated lease.
BACKGROUND/HISTORY
For several decades, the City has used certain privately-owned cond3minium towers (e.g.
Council Towers, Parkview Point, Tower 41, Rebecca Towers) for the location and operation of
public safety communications equipment that is critical to the essential functions of the City's law
enforcement and public safety personnel.
In 2017, pursuant to RFP 2017-006-AK, the City contracted with Florida-based Hams
Corporation to replace the City's aging public safety radio system. The 2018 G.O. Bond
referendum approved funding to replace the City's outdated Motorola analog radio system with
the Harris Corporation's satellite radio system. The upgrade will give first responders a state-of-
the-art emergency communications technology network with high tech functions like seamless
interoperability and encrypted data. As part of the process, the City is ensuring that lease
agreements with the private properties protect our network infrastructure throughout the
equipment's lifespan.
In order to integrate and equip a new building location into the system network, the City requires
Page 256 of 2557
(1) rooftop space for equipment such as antennas; (2) an enclosed room for radio
communications equipment; (3) transmission lines between the rooftop space and the
equipment room; and (4) installation of a permanent generator to provide power in the event of
an outage.
In order to support the network upgrade, installation of a new facility is required specifically
along the Collins Avenue corridor in mid beach. On April 10, 2019, per Resolution No. 2019-
30767, the City Commission authorized a rooftop lease agreement with a neighboring property
located at 5600 Collins Avenue. This proposed site had to be abandoned when our consultant
determined that physical constraints with the property would require construction of a rooftop
shelter at a cost to the City of at least $300,000. As a result, the lease was never executed, and
the City was forced to locate an alternative location for the facility.
ANALYSIS
The Hams Corporation has identified 5660 Collins Avenue as the preferred alternative site
along the Collins Avenue corridor. The City has negotiated terms with the building's condo
association, as contained in the draft agreement accompanying this memorandum (Attachment
A) . The proposed terms and conditions are similar to those contained within the executed
lease for the network facility located at 4101 Pine Tree Drive (a/k/a Tower 41), as approved by
the City Commission in Resolution No. 2018-30272.
The essential terms of the agreement include:
• LEASED PREMISES: 5660 Collins Avenue
• LANDLORD: Fifty Six Sixty Collins Ave. Condominium, Inc., a Florida nonprofit
corporation
• EFFECTIVE DATE: Upon execution following Commission approval and final
negotiation.
• TERM: Twenty years, with four additional five year renewal terms.
• TERMINATION FOR CONVENIENCE: City has exclusive right to terminate without
cause upcn 180 days notice.
• RENT: $35,000 annually, with annual increases of 3% per year beginning thesecond
contract year. (The total amount is approximately $940,000 over the twenty year initial
term).
• UTILITIES: City shall submeter and pay for its own power consumption. In the event of a
power outage, landlord is entitled to 50kw from City's permanent generator. Landlord shall
reimburse a pro rata share of the City's costs for fuel, maintenance, and operation of the
generator.
In comparison, the proposed lease for the adjacent property at 5600 Collins Avenue, which was
approved by City Commission in April 2019 but abandoned when it became logistically and
financially impractical, contained $25,000 annual rent with 3% annual increases over a 15-year
term. The most recent rooftop lease to be executed, Tower 41, contained $20,000 annual rent
with 4.5% annual increases and a 15-year initial term. Although the lease for your consideration
Page 257 of 2557
today contains a slightly higher annual rent and the provision of generator capacity to the
landlord, the site is virtually ready for occ'anancy and contains a longer lease term.
In contrast, the previous property on Collins Avenue would have required the construction of a
rooftop equipment shelter at a minimum cost of $300,000. After scouting multiple locations, the
Fire Department's Public Safety Communications Division has emphasized the necessity for
this location because the property is the preferred site on Collins Avenue to serve the network.
Further, lease execution is the last step remaining before implementation of the public safety
project, which is considered as a G.O. Bond "quick win." All costs associated with initial
installation of the facility, including any building modifications, equipment, and installation, will be
covered by funds already approved and allocated as part of tranche 1 of the G.O. Bond.
Ongoing costs associated with the lease in subsequent years, like equipment maintenance and
annual rent,will be budgeted by Fire on an annual basis.
CONCLUSION
Execution of this lease agreement and installation of a facility at the subject property is a
required component of the City's modernization of its public safety communications network.
Given the importance of ensuring the delivery of services that provide for the public's health,
safety, and welfare, the Administration recommends that the Mayor and City Commission
authorize execution of the negotiated lease, contingent upon review and approval by the City
Attorney.
Applicable Area
Middle Beach
Is this a Resident Right to Does this item utilize G.O.
Know item? Bond Funds?
No Yes
Legislative Tracking
Economic Development
ATTACHMENTS:
Description
❑ Resolution and Agreement
Page 258 of 2557
ROOFTOP LEASE AGREEMENT
This ROOFTOP LEASE AGREEMENT ("Agreement") is entered into and effective as of
("Effective Date"), by and between the FIFTY SIX
SIXTY COLLINS AVE.CONDOMINIUM,INC., a Florida nonprofit corporation, having its principal
place of business at 5660 Collins Avenue, Miami Beach, Florida 33140 ("LANDLORD"), and the
CITY OF MIAMI BEACH, FLORIDA("CITY"or"Tenant"), a municipal corporation organized and
existing under the laws of the State of Florida.
RECITALS
WHEREAS, LANDLORD owns and controls porti•.' -.'Qf the Property (as hereinafter
defined) located at 5660 Collins Avenue, Miami Beach, Fl i,- si '3140; and
WHEREAS, CITY desires to use and occu•, i:', - 4 + ortions of the Property for the
construction, installation, location, operation, maintelt upgrade, and removal of
Equipment(as hereinafter defined); and
WHEREAS, the parties wish to enter into an agreement when y.�,L�,�ANDLORD will grant
to CITY a right to lease the Leased Premises for public safety electroni ; d communications
systems, and other improvements, with the right to construct, install, locatb' berate, maintain,
repair, upgrade, and remove Equipt(as hereinafter defined)on the Propeand
If
WHEREAS, LANDLORD wa ,nts- represents that it has secured all necessary
approvals to execute and carry out its dab szi7,r this Agreement.
NOW, THEREFORE, this Agree .- is erbl90by and between LANDLORD and
CITY, in and for the consideration and the 1.‘,,iite*VellirIls,c,pntained in this Agreement, the
receipt and legal sufficiency of which is ackn. .;,.=;reed by bothirparties.
1. Rec . :,A-7,,_srecitals above are incorpor:.;;�,,,herein and made a material part of this
Agreemr to
�s
2. De nsThe foil" terms as used in this Agreement are defined as follows:
Bd In " means tt i'!:* 1-story residential condominium building with approximately 91
" *: fit
located ,the Property and known as the Fifty Six Sixty Collins Ave.
minium, -- ;described in "e Declaration of Condominium, recorded it
Offi ecords.= •.•k 7045, at Page 182, of the Public Records of Miami-Dade
Coun n +''rtions of which are controlled by LANDLORD, and portions of
which are . by LANDLORD to CITY pursuant to this Agreement.
"Commencement Date" means XXXXXXX XX, 2019.
"Equipment" means public safety electronics systems and facilities, including antennas,
equipment, generators, transmission lines, transmitters cables, structures,
equipment shelters or cabinets, meter boards, utilities, and related improvements.
"Lease Term" means a period of twenty (20) years following the Commencement Date.
Upon providing notice 60 days prior to the expiration of the current term, CITY shall
have the option to renew for four(4)additional five (5)year renewal terms.
City
Page 262 of 2557 Landlord
"Leased Premises" includes:
• Rooftop Space—the exterior rooftop level of the Building referred to as the
Cooling Tower Roof Area, as depicted in Exhibit A, for the installation of
Equipment.
• Equipment Room—an approximately 320 square foot enclosed area within
an interior rooftop level of the Building referred to as the First Floor Roof,
which area is more particularly identified in Exhibit B, for the installation of
Equipment.
• Generator Area — an area to be determined, such as the exterior area of
the Building above the north parking garage and adjacent to the service
entry , and more particularly identified in Exhibit C, for the installation of a
permanent generator for shared use by the CITY and LANDLORD.
• The Leased Premises shall include non-exclusive access to the Building's
existing telephone distribu I'V,.. terns and facilities as well as vertical and
horizontal risers and cos... : : in the Building for the limited purposes of
installing electrical po :) r`the Equipment and connecting the Equipment
to fiber optic cable at th- '-•.: ;;ding's demarcation point.
y.i:,,, i�4.y-
"Property" means the parcel of land that i'sY..,•,. . . ' Building located at 5660 Collins
Avenue, Miami Beach, Florida 33140. „T4i ,.
"Permitted Uses" means the construction, installati.R;)2cation, operation, maintenance,
repair, replacement, and removal of Equip ! by CITY. In addition to the
Equipm=kit..0..,,,„,7d on the Rooftop and in the Eqt ent Room, CITY shall have
the ri• •- - ;permanent generator within the Generator Area of the Building.
Fun "f L;. 'NDL.' • agrees that CITY shall be permitted to run electrical lines
throug +!„i,.. e Pro.:,..,,: , or any other related infrastructure which the City deems
necessa -deg 1:�:; c ure that the Equipment functions properly and to provide
emergency .,a : i e 't
•
"Rent” means an amoun ''y.'cy- A.i to Thi Thousand and 00/100 dollars($35,000.00).
Commencing on th= ,; -t anniversary of the Commencement Date, and at the
beginning of each suc ,.`%'ng year thereafter during the Term of the Lease, the
Rent shall be increased a ally in increments of three percent(3%).
3. Leased Premises; Diagram of Area. Effective upon the Commencement Date, LANDLORD
leases to CITY the Leased Premises depicted in Exhibits A, B, and C,which Exhibits are attached
and incorporated by reference into this Agreement. CITY acknowledges and agrees that it is
accepting possession of the Leased Premises in `as-is' condition.
4. Rent. CITY shall pay to LANDLORD the Rent commencing on or before tl-,.. Commencement
Date and each anniversary of the Commencement Date throughout the Lease Term.
5. Permitted Uses; Non-Exclusivity. During the Lease Term, LANDLORD grants to CITY the
non-exclusive right to use the Leased Premises for the Permitted Uses; however, the CITY shall
be entitled to exclusive use of the Equipment Room, subject to the limitations of section 8 herein.
LANDLORD may lease to separate entities other areas of the Building outside of the Leased
Premises.
2
City
Page 263 of 2557 Landlord
6. Emergency Generator. As consideration for entering into this Agreement, the CITY agrees
to install, and LANDLORD agrees to allow installation of, a permanent generator on the Property
that will provide power for the Equipment in the event of a power outage during an emergency
event. CITY agrees to make available, for use by LANDLORD, fifty (50) kilowatt of power from
the generator in the event of a power outage during an emergency event. CITY shall operate and
maintain the emergency generator throughout the term of the Lease, and LANDLORD agrees to
reimburse to the CITY an amount equal to its pro rata share of expenses in connection with the
operation and maintenance of the generator. In addition, LANDLORD agrees to reimburse the
CITY a portion of fuel costs in connection with powering the generator, including in the event of a
power outage and regular functionality testing periods. Notwithstanding use and operation of the
emergency generator, CITY shall install a separate electric m; -r and establish an independent
electric utility service account in order to pay for all elect ', `i.. rvice to the Equipment during
normal operation when the emergency generator is .;.d `_roviding electrical power to the
Equipment.
T.Assignment, Sublease, and Licensing. With the e ception '•' GITY'S affiliates, licensees, or
other governmental agencies, CITY shall not assign or encumber i 4 i' rest in this Agreement or
in the Leased Premises,or sublease all or any part of the Leased Pre • " without LANDLORD's
prior written consent, which consent shall not be unreasonably withheld, ; •itioned, or delayed.
Should this Agreement be assigned to any entity other than the CITY's a t= , subsidiaries, or
another governmental agency, LANI .ORD shall be free to renegotiate the t= tit of this lease.
8. Access. LANDLORD grants CI ° > of its respective employees, agents,and contractors
the non-exclusive right of ingress an " r-*of
;+y.,the Leased Premises, including access over,
,• stairways, and drivewaysof the Building
upon, through, and across the common •'- s,e =:fi_, qls, ys,
and the Property, seven (7) days a weewenty- •••' 4) hours a day, without prior notice to
LANDLORD, for the installation, maintenart ` ' "
ansa-, -.ri:?i;Qf the Equipment. Upon execution
of this Agreement, LANDLORD shall provide _with an :`' fi_ss key or other security device
sufficient to enable full and complete access` In outside the Property into the Building and
throughout the Leased Premises.
9. Lan., . iii::. '`',ij of Ent . LANDLORD m ;;
'enter upon the Leased Premises at all
reaso :- imes for- -purpose of inspecting same, preventing waste, and for the purpose of
preveno ;fire, theft, or • «plism. However, LANDLORD agrees to provide the City with twenty-
four (24) s advanced 144. -, in writing, of Landlord's intent to enter the Leased Premises,
unless the s. - to enter t " eased Premises is an emergency, which, if not immediately
addressed, w•E i cause prop-4114,damage, loss of life, or injury to persons. Additionally, during
such access, LA :!RD she F•t touch, make contact with, or interfere in any way with the
Equipment, unlessssary fin emergency, as defined herein. As concerns the secured
area within the Equip , . `�' " , LANDLORD shall notify the CITY on any occurrence that
LANDLORD accesses : � Msed Premises when LANDLORD is not accompanied by an
employee of the CITY.
10. Personal Property/Removal/ Restoration. Ail improvements, Equipment or other property
attached to or otherwise brought onto the Leased Premises shall, at all times, remain the personal
property of CITY and, at CITY's option, may be removed by CITY at any time during the Lease
Term, provided, however, the Equipment shall be removed within ninety(90) calendar days after
the termination or expiration of this Agreement. LANDLORD waives any and all rights it may
have, including any rights it may have in its capacity as Landlord under this Agreement, to assert
any liens, encumbrances, or adverse claims, statutory or otherwise, related to or in connection
with the Equipment or a portion thereof. CITY, in its sole discretion, may remove the Equipment
3
City
Page 264 of 2557 Landlord
or any portion of the Equipment at any time during the Lease Term. CITY will not be required to
remove from the Leased Premises or the Property any foundation or underground utilities.
11. Waiver of Claims and Rights of Subrogation. The parties hereby waive any and all rights
of action for negligence against the other on account of damage to the Property or to the Leased
Premises resulting from any fire or other casualty of the kind covered by property insurance
policies with extended coverage, regardless of whether or not, or in what amount, such insurance
is carried by the parties. All policies of property insurance carried by either party for the
Equipment, Property, or the Leased Premises shall include a clause or endorsement denying to
the insurer rights by way of subrogation against the other party to the extent rights have been
waived by the insured before the occurrence of injury or loss,
sk:,
12. Insurance. The CITY is self-insured for all potel,Y '[ability resulting from the CITY'S
negligence in accordance with and subject to the limit. i;�,Section 768.28, Florida Statutes.
The CITY maintains a self-insurance program that wi ..vid-'. • erage for all bodily injury and
property damage claims which may, as it relates to the CITY'S :;;;occupancy, or maintenance
of the Leased Premises, arise from the negligent acts of the CITY' _ .loyees or agents. Upon
request, CITY agrees to provide LANDLORD with a notarized letter '. i*=racing the extent of its
insurance coverage. '''`
13. Interference with CITY's Busiif,as. CITY shall have the non-exclusive``.. t to construct,
install, and operate Equipment ince `,.,;``';communications equipment and equipment that emits
radio frequencies. LANDLORD agr will not permit the construction, installation, or
operation on the Property of any equi "' . 'Ge that directly interferes with the Permitted
'1'1_,,?US@S. r:. ,
ti'r:.,
14. Default. `
(a) Notice of Default: Cure Period. In the e' .l-that there is a default by LANDLORD or CITY
(the"Defaulting Party")with respect to a of the material provisions of this Agreement or
LArIl�aifd'S, or CITY's obligations u �; er this Agreement, the other party (the
t s.; faiilii. ,'arty")shall give the Defau Party written notice of such default. After
rr== ipt of such ..'„iii,.-n notice, the Defaulting Party shall have sixty (60) calendar days in
•
.t:. , to cure any ; ' -_ult. The Defaulting Party shall have such extended periods as may
be`;; ' fired beyond 'r`;)sixty(60)calendar day cure period to cure any default if the nature
of th= is such tha : reasonably requires more than sixty(60) calendar days to cure,
and De .i';,'ng Party ences the cure within the sixty (60) calendar day period and
thereafter 4 Q'i ttinuously diligently pursues the cure to completion.The Non-Defaulting
Party may noir~;=_'ntai 'jy action or effect any remedies for default against the Defaulting
Party unless a y ...., °366 Defaulting Party has failed to cure the same within the time
periods provided i' •,:`Section.
(b) Conseauences of CITY's Default. In the event that CITY is in default beyond the
applicable periods set forth above, LANDLORD may, at its option, upon written notice:
(i)terminate this Agreement provided that LANDLORD has been materially and
substantially harmed by such default; (ii)take any actions that are consistent with
LANDLORD's rights; or (iii)sue for injunctive relief, sue for specific performance, or sue
for damages. In no event shall CITY be liable to LANDLORD for consequential, indirect,
speculative, or punitive damages in connection with or arising out of any default.
4
City
Page 265 of 2557 _Landlord
(c) Consequences of LANDLORD's Default. In the event that LANDLORD is in default
beyond the applicable periods set forth above,CITY may, at its option, upon written notice:
(i)terminate this Agreement and vacate the Leased Premises without further obligation
contained herein; (ii)perform the obligation(s) of LANDLORD specified in such notice, in
which case any expenditures made by CITY in so doing shall be deemed paid for by the
account of LANDLORD and LANDLORD agrees to reimburse CITY for said expenditures
upon demand; (iii) take any actions that are consistent with CITY's rights; or (iv)sue for
injunctive relief, sue for specific performance, or sue for damages. In no event shall
LANDLORD be liable to CITY for consequential, indirect, speculative or punitive damages
in connection with or arising out of any default.
15. Termination for Convenience. CITY shall have the right to terminate this Agreement, at its
sole discretion, without cause and for convenience, at any time, by providing LANDLORD one
hundred eighty(180) days written notice in advance of said termination.
16. Casualty and Condemnation.
(a) In case of damage to the Building b _. ,,,,or other casualty, LANDLORD shall, at its
expense, cause the damage to be req::". to a condition as nearly as practicable to that
existing prior to the damage with rea=4R :ble speed,and diligence. In the event the
damage is so extensive that LANDLORD •"44.E-s,in: asonable discretion, not to repair
or rebuild the Building, this Agreement shall • q,- , i+": ed as of the date of such casualty,
(b) If all or substantially all of the Property or the _;,-,-d Premises shall be taken in the
exercise of condemnation, eminent domain, • her regulatory action by any
governmental authority, then either party may term this Agreement by providing
written notice to mer party within thirty(30)calendal` ys of such regulatory action,
which termin �_::effective as of the date of thevesting of title in such taking.
LANDLORD CITY s -"I each be entitled to pursue their own separate award with
respect to suc 1ttung. In iii= event of any taking of less than all or substantially all of the
Property or Leas:'?.•,.rem' Phis Agreement shall continue and LANDLORD and CITY
each shall be entitl=.:<•,olt `4.=;',`m igr.own separate awards with respect to such taking.
. :-, =:
_tet
17. Surrender of the Property.`'' ;R,n the e ' Oon or early termination of this Agreement, CITY
shall, within ninety (90) calendar •":; , remove i Equipment and restore the Leased Premises
to its original condition, reasonable " : :and tear excepted. LANDLORD and CITY agree and
acknowledge that all the Equipment is ,n,shall remain the personal property of the CITY. CITY
shall have the right to remove the same, whether or not said items are considered fixtures and
attachments to real property under applicable law.
18. Quiet Enjoyment, Title. and Authority.
(a) LANDLORD covenants and warrants that: (i) LANDLORD has the authority to execute this
Agreement and the power to grant the rights hereunder; (ii) LANDLORD holds title to the
Leased Premises free and clear of any liens, mortgages, restrictions or other
encumbrances that will interfere with the Permitted Uses of the Leased Premises;
(iii) LANDLORD's execution and performance of this Agreement will not violate any laws,
ordinances, covenants, or the provisions of any mortgage, license, or other agreement
binding on LANDLORD; and (iv) CITY shall peaceably and quietly hold and enjoy the
Leased Premises for the purposes as defined in this Agreement.
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Landlord
Page 266 of 2557 _
(b) To LANDLORD's knowledge, the Building is properly permitted, and complies with all
applicable laws, including all zoning, occupational, and permitting laws and requirements.
The entire Property, including improvements, related HVAC, electrical, plumbing, and
other building equipment: (I)will be maintained by LANDLORD in accordance with normal
industry standards and practice; (ii)shall remain in working order adequate for normal
operations; (iii)will remain in good operating condition and repair(subject to normal wear
and tear); and (iv)will remain suitable for the purposes for which they are presently used.
(c) LANDLORD covenants and agrees to, at all times during the Lease Term, maintain in
good, sound, and substantial repair and condition, the Building upon which the Leased
Premises is situated.
19. Sale of the Property. If LANDLORD sells all or pa 1'e Property of which the Leased
Premises is a part,then such sale shall be under and s �.'71i.. .„,� .,this Agreement and CITY's rights
hereunder. Any sale or transfer of real property whic+. <, "' may in the future be subdivided
or otherwise separate from the Property and over wh " CI s.the right of access or utility
connections to the Leased Premises will be subject to CITY's righ4sereunder. LANDLORD will
notify CITY of any sale or transfer, and will cause the transferee toeis any document(s), in
form acceptable to CITY, reasonably required by CITY to memorializ < s rights under this
Agreement, and to ensure proper notice to such transferee. Each pa tees upon written
request of the other to promptly execute such truthful estoppels, non !rbance and/or
attomment agreements as may be `x :.sary in the event of any sale or transfNf the Property.
7
20. Successors and Assigns, The =aims rs Agreement shall constitute a covenant running
with the Property for the benefit of CI ,,nd it 4 essors and assigns and shall extend to and
bind the successors and assigns of the p- s her=- •`aitdd_upon each person having any interest
therein derived through any owner thereofa '
:Y _e .0
21. Mortgages. In the event the Leased P =s is or sh fl be encumbered by a mortgage,
LANDLORD shall obtain and furnish to Cl non-disturbance agreement for each such
mortgage, in,f •_dable form. In the event the erty is currently encumbered by a mortgage
at the tirr .-0-; _:.:•-i,•• , LANDLORD shall furnish tk TY a non-disturbance instrument in a form
accep - to CI thirty(30)days following the Effective Date.
22. Titl-' lfurance. CIT/' t CITY's option, may obtain title insurance on the Leased Premises.
LANDLOR r',:7 II cooperate' ° ' CITY's efforts to obtain title insurance by executing documents
or obtaining r:-•!., -,sted locum:: !,'=tion as required by the title insurance company.
23. Landlord's
_ ever. LA R.-ORD hereby waives and releases any and all liens, whether
statutory or under cable I=
n ,:. -' 'th respect to any of LANDLORD's personal property now or
hereafter located on thO' ""g+ Premises_
Or
24. Recording. CITY shall have the right to record a memorandum of lease with the appropriate
recordinC officer. LANDLORD shall execute and deliver such a memorandum, for no additional
consideration, promptly upon CITY's request.
25. Entire Agreement; Governing Law; Time. This Agreement and the Exhibits, if any,
attached hereto are incorporated herein and set forth the entire agreement between LANDLORD
and CITY concerning the subject matter of this Agreement, and there are no other agreements or
understandings between them regarding the Permitted Uses on the Leased Premises on the
Property. This Agreement and its Exhibits may not be modified except by agreement in writing
6
City
Landlord
Page 267 of 2557
executed by LANDLORD and CITY. in the event of any conflict, the terms of this Agreement will
govern over the provisions of any documents referenced hereto.
26. No Partnership. The parties hereby acknowledge that it is not their intention under this
Agreement to create between themselves a partnership, joint venture, tenancy in common,joint
tenancy, co-ownership, or agency relationship. Accordingly, notwithstanding any expressions or
provisions contained herein, nothing in this Agreement, whether based on the calculation of rental
or otherwise, shall be construed or deemed to create, or to express an intent to create, a
partnership,joint venture, tenancy in common,joint tenancy, co-ownership or agency relationship
of any kind or nature whatsoever between the parties hereto. The provisions of this section shall
survive expiration of the Lease Term.
27. Interpretation. Any defined term in this Agreement $ ..be equally applicable to both the
singular and the plural form of the term defined. The ,Y is not exclusive and shall mean
"and/or" unless indicated otherwise and the word '1s not limiting and shall mean
"including, without limitation." References to a Sectti or Eht,mean a Section or Exhibit
contained in or attached to this Agreement unless specifically sated otherwise. The caption
headings and numbering in this Agreement are for convenience and" , rence only and do not
define, modify, or describe the scope or intent of any of the terms - Iis Agreement. This
_
Agreement shall be interpreted and enforced in accordance with its provisi `Mand without the aid
of any custom or rule of law requiring or suggesting construction against party drafting or
causing the drafting of the provisio Aquestion. w.
28. Notice. All notices hereunder sh . ��, ,writing and shall be sent by courier or certified mail,
return receipt requested. Notices are e i e ecei t,or upon attempted deliveryif delivery
P � �.. P P P �
is refused or if delivery is impossible use i.;;failure to provide reasonable means for
accomplishing delivery. For purposes of th�}sree►i, t . - shall be provided to the following
persons
For LANDLORD For CITY:
Fifty Six Sixty Collins Ave. Condominium, Inc. City Manager
5660 Collins Avenue City of Miami Beach
Miami Beach, FL 33140 1700 Convention Center Drive
Attention: President Miami Beach, FL 33139
With copy to:
Darrin Gursky Besq Real Estate Division
Gursky, Ragan, P.A. City of Miami Beach
1400 NE 1 ri Avenue, Suite 703 1700 Convention Center Drive
Miami, FL 33132 Miami Beach, FL 33139
29. Applicable Law. Jurisdiction, Venue. This Agreement shall be construed in accordance
with the laws of the State of Florida, regardless of conflict of law principles. Venue shall be in
Miami-Dade County.
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City
Landlord
Page 268 of 2557
30. Trial by Jury. LANDLORD AND CITY BOTH WAIVE THEIR RIGHT TO A JURY TRIAL FOR
ANY ISSUE OR CONTROVERSY ARISING UNDER THIS AGREEMENT.
31. Validity. If any section, provision, clause, or portion of this Agreement is rendered void,
invalid, or unenforceable, for any reason whatsoever, such a determination shall not render void,
invalid, or unenforceable any other section, provision, clause, or portion of this Agreement. Any
affected portion or provision shall be modified, amended, or deleted to the extent possible and
permissible to give the fullest effect to the purposes of the parties and of this Agreement, and the
parties hereby declare that they would have agreed to the remaining parts of this Agreement if
they had known that such provisions or portions thereof would be determined to be illegal, invalid,
or unenforceable.
EXECUTION P ' �: 0 FOLLOW"**
• x
1-1
8
City
Landlord
Page 269 of 2557
IN WITNESS WHEREOF, LANDLORD and CITY having read the foregoing and intending
to be legally bound hereby, have executed this Agreement as of the Effective Date.
LANDLORD:
FIFTY SIX SIXTY COLLINS AVE.
CONDOM IUM, INC.
Witnesses
By: rQY
Name: Name:
YLtJ
Title:
By:
Name: :j • '
Tips;
-4:
STATE OF FLORIDA )
SS:
Zi..• EW .� 'C-iir
COUNTY OF MIAMI-DADE) '"
I HEREBY CERTIFY that on this day, •t t- me, an officer duly authorized in the State of
Florida a = '-Dade County to take ack�* ledgments, the foregoing instrument was
ackno - ed •: ; , me by as
• e
"3-: of FIFTY SIX SIXTY COLLINS AVE. CONDOMINIUM,
INC,, •..• •V'_r natty known to me or provided
f•,a as evidence of identification
'�f,r
WITNESS my =� � =• i • 'ficial seal in the County and State last aforesaid this day of
, 2019.
Notary Public, State of Florida
My Commission Expires:
9
City
Landlord
Page 270 of 2557
Attest: CITY OF MIAMI BEACH, FLORIDA
Rafael E. Granado, City Clerk Delber, Mayor
49
APPROVED AS TO FORM
AND LANGUAGE AND
FOR EXECUTION •
•i.-,,;-
rF
4�'/
City Attorney Dated '„ 7r
..,. 4.41•,' i
Ko
STATE OF FLORIDA ,�: ..i t °.A'',,: >4 .
COUNTY OF MIAMI-DADE ) • �7 '�" ,
I HEREBY CERTIFY that on ,;day, before me, an officer duly authorized in the State
aforesaid and in the County aforesaid "hake acknowledgments, the foregoing instrument was
acknowledged before me by Dan Gelber, as Mayor of the City of Miami Beach, Florida, who is
personally known to me.
WITNESS my hand and official seal in Miami-Dade County and State of Florida this
day of , 2019.
Notary Public, State of Florida
My Commission Expires:
10
City
Page 271 of 2557 Landlord
EXHIBIT A
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11
City
Landlord
Page 272 of 2557
EXHIBIT B
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Cr
Page Landlord
EXHIBIT C
PROPOSED GENERATOR AREA
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13
City
Landlord
Page 274 of 2557