Resolution 2021-31690 RESOLUTION NO. 2021-31690
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, FOLLOWING A DULY ADVERTISED PUBLIC
HEARING, ACCEPTING THE RECOMMENDATION OF THE CITY'S FINANCE
AND ECONOMIC RESILIENCY COMMITTEE, AND WAIVING, BY 5/7TH VOTE,
THE FORMAL COMPETITIVE BIDDING REQUIREMENT IN SECTION 82-39(A)
OF THE CITY CODE, FINDING THAT THE PUBLIC INTEREST WOULD BE
BETTER SERVED BY WAIVING SUCH CONDITION; AND APPROVING AND
AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A NEW LEASE
AGREEMENT AMONG THE CITY(LANDLORD), SOBE CATS SPAY&NEUTER,
INC AND SAVING SAGE ANIMAL RESCUE FOUNDATION, INC
(COLLECTIVELY,TENANT), HAVING A TERM OF THREE (3)YEARS, FOR THE
USE OF A 2,400 SQUARE FOOT CITY-OWNED BUILDING, LOCATED AT 8128
COLLINS AVENUE, TO PROVIDE A TRAP, NEUTER, VACCINATE, AND
RELEASE PROGRAM AND OTHER ANIMAL WELFARE RELATED SERVICES.
WHEREAS, the City owns two lots containing approximately 17,500 square feet,
together with a 2,400 square foot building located thereon, having a street address of 8128 Collins
Avenue, Miami Beach, Florida 33141 (the "Demised Premises"); and
WHEREAS, on October 14, 2020 the City Commission approved a referral to the
Neighborhoods and Quality of Life Committee (NQLC) to discuss a motion made by the Animal
Welfare Committee (AWC) to endorse the use of the vacant building for the purposes of trap,
neuter, vaccinate, and rescue/release (TNVR) activities by SoBe Cats Spay & Neuter Inc., and
its partners, Saving Sage Animal Rescue Foundation, Inc.; and
WHEREAS, on November 6, 2020 the NQLC discussed the potential use of the building
for TNVR services; and
WHEREAS, on December 16, 2020, the NQLC heard a discussion pertaining to the use
of the building by SoBe Cats Spay & Neuter Inc. (SoBe Cats) and made a motion to accept the
request from the AWC, and further directed the Administration to submit the item to the full City
Commission for approval of a new lease for use of the building for a term of three (3) years,
subject to the City's right to terminate the lease for convenience, upon providing tenant with ninety
(90) days' notice; and
WHEREAS since the December 16, 2020 meeting City staff was made aware that Saving
Sage Animal Rescue Foundation, Inc. (Saving Sage)would also be a co-tenant under the lease;
and
WHEREAS, the City Manager transmitted, as required by City Code Section 82-37(b), the
terms of the proposed lease to the February 19, 2021 Finance and Economic Resiliency
Committee (FERC)for its review; and
WHEREAS, at the February 19, 2021 FERC meeting, FERC recommended in favor of
approving the lease of the building to SoBe Cats and Saving Sage, (collectively, "Tenant"), for the
purposes of housing the City's TNVR program and other animal welfare related services; and
WHEREAS, based on the foregoing, the City Manager recommends the waiver, by 5/7ths
vote, of the formal competitive bidding requirement in Section 82-39(a) of the City Code; and
WHEREAS, the Administration recommends in favor of accepting the recommendation of
FERC and approving the lease agreement, incorporated herein by reference and attached to this
Resolution as Exhibit"A", for use of the Demised Premises.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City
Commission, following a duly advertised public hearing, hereby accept the recommendation of
the City's Finance and Economic Resiliency Committee and of the City Manager, and waive, by
5/7th vote, the formal 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 approve and authorize the Mayor
and City Clerk to execute a new lease agreement among the City (Landlord), SoBe Cats Spay &
Neuter, Inc. and Saving Sage Animal Rescue Foundation, Inc. (collectively, Tenant), having a
term of three (3) years, for the use of a 2,400 square foot city-owned building, located at 8128
Collins Avenue, to provide a trap, neuter, vaccinate, and release program and other animal
welfare related services.
PASSED and ADOPTED THIS a1 day of nfril 2021.
Dan Gelber, Mayor
ATTEST:
143
Ra el E. Granado, City Clerk
?I ORP OR TED;
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
City Attorney Date
Resolutions - R7 D
MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Raul J.Aguila, Interim City Manager
DATE: April 21, 2021
1:40 p.m. Public Hearing
SUBJECT:A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA, FOLLOWING A DULY ADVERTISED PUBLIC
HEARING, ACCEPTING THE RECOMMENDATION OF THE CITY'S
FINANCE AND ECONOMIC RESILIENCY COMMITTEE,AND WAIVING, BY
5/7TH VOTE, THE FORMAL COMPETITIVE BIDDING REQUIREMENT IN
SECTION 82-39(a) OF THE CITY CODE, FINDING THAT THE PUBLIC
INTEREST WOULD BE BETTER SERVED BY WAIVING SUCH
CONDITION; AND APPROVING AND AUTHORIZING THE MAYOR AND
CITY CLERK TO EXECUTE A NEW LEASE AGREEMENT AMONG THE
CITY (LANDLORD), SOBE CATS SPAY & NEUTER, INC AND SAVING
SAGE ANIMAL RESCUE FOUNDATION, INC (COLLECTIVELY, TENANT),
HAVING A TERM OF THREE (3) YEARS, FOR THE USE OF A 2,400
SQUARE FOOT CITY-OWNED BUILDING, LOCATED AT 8128 COLLINS
AVENUE, TO PROVIDE A TRAP, NEUTER, VACCINATE, AND RELEASE
PROGRAM AND OTHER ANIMAL WELFARE RELATED SERVICES.
SUPPORTING SURVEY DATA
N/A
Applicable Area
Not Applicable
Is this a"Residents Right Does this item utilize G.O.
to Know" item. pursuant to Bond Funds?
City Code Section 2-14?
No No
Legislative Tracking
Property Management
ATTACHMENTS:
Description
Page 522 of 2709
o Commission Memo
Page 523 of 2709
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City of Miami Beach, 1700 Convention Center Drive,Miami Beach,Florida 33139,www.miamibeachfl.gov
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Raul J. Aguila, Interim City Manager
DATE: April 21, 2021
SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, FOLLOWING A DULY ADVERTISED PUBLIC
HEARING, ACCEPTING THE RECOMMENDATION OF THE CITY'S FINANCE
AND ECONOMIC RESILIENCY COMMITTEE,AND WAIVING, BY 517TH VOTE,
THE FORMAL COMPETITIVE BIDDING REQUIREMENT IN SECTION 82-39(a)
OF THE CITY CODE, FINDING THAT THE PUBLIC INTEREST WOULD BE
BETTER SERVED BY WAIVING SUCH CONDITION; AND APPROVING AND
AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A NEW LEASE
AGREEMENT AMONG THE CITY (LANDLORD), SOBE CATS SPAY &
NEUTER, INC AND SAVING SAGE ANIMAL RESCUE FOUNDATION, INC
(COLLECTIVELY, TENANT), HAVING A TERM OF THREE (3) YEARS, FOR
THE USE OF A 2,400 SQUARE FOOT CITY-OWNED BUILDING, and adjacent
land LOCATED AT 8128 COLLINS AVENUE, TO PROVIDE A TRAP, NEUTER,
VACCINATE, AND RELEASE PROGRAM AND OTHER ANIMAL WELFARE
RELATED SERVICES.
RECOMMENDATION
The Administration recommends that the Mayor and City Commission adopt the Resolution.
BACKGROUND
On October 14, 2020, the City Commission approved a referral to the Neighborhoods and Quality
of Life Committee (NQLC)to discuss a motion made by the Animal Welfare Committee (AWC)at
its September 22, 2020 meeting. The AWC motion urged the City Commission to endorse the
usage of a vacant City-owned building of approximately 14,392 square feet parcel of land
containing approximately 2,400 square feet, located at 8128 Collins Avenue(Premises)(formerly
occupied by a division of the Parking Department), for the purposes of trap, neuter, vaccinate,
and rescue/release (TNVR) activities, as well as for a potential adoption center by SoBe Cats
Spay & Neuter Inc., its partners, Saving Sage Animal Rescue Foundation, Inc., and other
interested non-profits.
This request is consistent with a previous referral to the Finance and Economic Resiliency
Committee (FERC), where the AWC requested the City identify a potential adoption facility site
for TNVR services and consider granting a five-year minimum lease commitment for this purpose,
Page 524 of 2709
which could include cost sharing for maintenance and building repairs as a consideration.
At its November 6,2020 meeting,the NQLC discussed the potential use of the Premises for TNVR
services. A presentation was facilitated by the AWC Chair, followed by discussions from Public
Works staff. Inquiries from Committee members were brought up, including the building's current
zoning: (GU Government Use), whether it would trigger the need for a referendum; and should a
lease agreement be granted, would it impede a future redevelopment opportunity. It was shared
by the City Planning Director and Public Works staff that it would not trigger a referendum, and
that the terms of the lease agreement could be further tailored to meet the City's needs. A motion
was made to bring the item back to Committee to further discuss the TNVR program and building
usage; explore alternate locations if available; gather public feedback as a way to ensure
everyone is onboard; and to provide any future fiscal impact to upkeep the building.
At its December 16, 2020 meeting, the NQLC members heard a discussion pertaining to the use
of the facility by SoBe Cats Spay & Neuter, Inc. (SoBe Cats) and the term of the proposed lease
agreement. The Committee members made a motion to accept the request from the AWC, and
directed the Administration to submit the item to the full Commission for approval of a new lease
for use of the Premises for a term of three (3) years, subject to the City's right to terminate the
lease for convenience, upon providing tenant with ninety (90) days' notice. The approval of the
lease would require a waiver, by 5/7ths vote, of the formal competitive bidding requirement.
Since the December 16, 2020 meeting, City staff was made aware that Saving Sage Animal
Rescue Foundation, Inc. (Saving Sage) would also be a co-tenant under the lease, as an
instrumental partner of SoBe Cats for the TNVR program.
ANALYSIS
On February 19, 2021, the Finance and Economic Resiliency Committee (FERC) discussed and
recommended in favor of approving the lease of the Premises to SoBe Cats and Saving Sage
(Tenants), for the purposes of housing the City's TNVR program and other animal welfare related
services.
Accordingly, Sobe Cats and Saving Sage (Tenants), and the Administration have negotiated the
following essential terms for a new lease agreement.
The proposed basic terms and conditions of the agreement are as follows:
A. Premises: City-owned building at
8128 Collins Avenue
Miami Beach, 33141
B. Size: Approximately 2,440 square feet
C. Term: Three (3)years, terminable by the City and without cause and for
convenience upon 90 days' notice to Tenants
D. Rent: One Dollar($1.00) a year
E. Maintenance: The City would maintain the interior plumbing and lawn care.
Page 525 of 2709
The Tenants shall be responsible for day to day maintenance of the interior
of the Premises (joint and several liability). The City would maintain the
exterior structure, including roof, exterior plumbing, exterior painting and
NC units;
F. Utilities/ City pays for installation, set up and use of utilities, Atlantic
Insurance: Broadband, water and sewer expenses from the previously funded
TNVR budget;
G. Uses: The uses of the Premises shall be for the following purposes only:
1. Facilitate the City' TNVR Program.
2. TNVR Staging: Cats are typically trapped at night or very early in
the morning, during hours when surgery locations are closed. The
Premises would act as a staging location to house the cats until
the surgery locations are open.
3. TNVR Tools. The inventory of TNVR tools would be housed at
the Premises, to include traps that are loaned to residents and
trappers, sheets to cover traps, and trap cleaning equipment.
4. TNVR Events. Trapping events with Miami Dade Animal Services
(MDAS) throughout the year, MDAS would bring their Mobile
Animal Clinic (MAC) truck to the beach. Surgeries would be held
inside the MAC truck and under MDAS purview. It is important to
note that spay and neuter surgeries would NOT take place inside
the Premises. All surgeries would take place at a participating
veterinarian offices, Saving Sage Animal Rescue Foundation,
Miami Dade Animal Services, Humane Society, and other
participating agencies.
5. Adoption. A key focus of program is to help get adoptable
community cats off the beach and into loving homes. In order to
accomplish this effort, cats need to be quarantined for two
weeks, given certain medications, be microchipped, etc. The
quarantine period would be handled at the Premises. The Tenant
would fund the program through the collaboration of various non-
profits associated with the Tenants, for an estimated value of
$10,000 a month.
6. Socialization. There would be a cat socialization room where cats
can meet and play with prospective adopters.
H. Public Benefit: Provides a location for the only trap, neuter, vaccinate and
rescue/release(TNVR)operation on Miami Beach, at very low cost
to the City. The entire program is operated and largely funded by
various non-profit agencies, at an estimated cost of $10,000 per
month; serving to control the cat population on the beach.
Page 526 of 2709
I. Termination for The City Manager on behalf of the City, will have the right
Convenience: to terminate for convenience, upon providing Tenants with ninety
(90) days' notice.
J. Liability: Tenants shall be individually and jointly responsible for the Tenant
obligations under the lease.
In order to adapt the building for use by the Tenants,the City's Property Management Department
will need to conduct improvements, to be submitted as part of the Capital Projects requests this
fiscal year, which include HVAC unit replacement, flooring, door replacements and repairs to
concrete ramp and sidewalk.
City Manager Recommendation
The City Manager recommends that the Mayor and City Commission waive the formal competitive
bidding requirement, by a 5/7ths vote, as permitted under Section 82-39(a) of the City Code, as
being in the best interest of the City.
CONCLUSION
In consideration of the foregoing, the Administration recommends, following a duly advertised
public hearing, that the Mayor and City Commission accept the recommendation of the City's
Finance and Economic Resiliency Committee, and waive by 5/7th vote, the formal competitive
bidding requirement in section 82-39(a) of the City Code, finding that the public interest would be
better served by waiving such condition; and approve and authorize the Mayor and City Clerk to
execute a new lease agreement among the City (Landlord), Sobe Cats Spay & Neuter, Inc. and
Saving Sage Animal Rescue Foundation, Inc. (Collectively, Tenant), having a term of three (3)
years, for the use of a 2,400 square foot city-owned building and adjacent land, located at 8128
Collins Avenue, to provide a trap, neuter, vaccinate, and release program and other animal
welfare related services.
Attachments
Exhibit A: Lease Agreement
Page 527 of 2709
LEASE AGREEMENT
THIS LEASE AGREEMENT, made this day of ,2021,by
and between the CITY OF MIAMI BEACH,a Florida municipal corporation,(hereinafter referred to
as"City"or"Landlord"),and SOBE CATS SPAY&NEUTER, INC.(d/b/a Sobe Cats),and SAVING
SAGE ANIMAL RESCUE FOUNDATION, INC., a Florida not-for-profit corporation, (hereinafter
referred to collectively 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:
A parcel of land having approximately 17,500 square feet, together with a
building having approximately 2,440 square feet, located at 8128 Collins
Avenue, Miami Beach, Florida,33141,and as more specifically delineated in
"Exhibit 1", 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 2021 (the "Commencement
Date"), and ending on the 30th day of March 2024.
2.2 Termination for Convenience.
Notwithstanding anything in this subsection, or any other term or condition in this
Lease, Landlord reserves the right, through the City Manager, to terminate this
Lease, without cause and without liability to Landlord, upon providing Tenant with
ninety (90)days prior written notice.
3. Rent.
3.1 Base Rent:
Base Rent for the Demised Premises shall begin to accrue on the Commencement
Date.
3.1.1 Throughout the Term herein,the Base Rent for the Demised Premises shall
be One Dollar($1.00)per year, payable on the Commencement Date and,
thereafter, on each first day of April of each subsequent year.
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 Utilities:
The City will be respons' le fnr thA co+ a payment of utilities(Electric,
EXHIBIT
m
A
8
Atlantic Broadband,Water and Sewer)expenses from the previously funded
TNVR Budget.
3.2.2 Trash Removal:
Tenant shall be responsible for establishing and maintaining all trash
removal for its business operations.
3.2.3 Pest Control Services:
Tenant shall contract with a licensed and insured vendor to provide needed
pest control services to the Demised Premises(including insect, rodent,flea
and tick, etc.).
3.2.4 Operating Expenses: Intentionally Omitted
3.2.5 Property Taxes:
The Property Tax Payment, if real estate taxes are assessed, shall be
payable by Tenant, in accordance with Section 11 herein.
3.2.6 Insurance:
The Additional Rent shall also include the estimated insurance premium,
payable on a monthly basis,on the first day of each month, based upon the
prior year's insurance premium,subject to a trued up and adjustment once a
year, once the actual insurance bill is available for the Demised Premises.
This insurance coverage is in addition to the insurance required pursuant to
Section 10, which shall be obtained at Tenant's sole expense and
responsibility.
3.4 Enforcement.
Tenant agrees to pay the Base 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 herein provided,
at any time remain due 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 enforced by law.
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
Finance Department
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.
The Demised premises includes four (4) parking spaces accessible through the west
entrance.
6. Security Deposit. Intentionally Omitted
2
7. Use and Possession of Demised Premises.
7.1 The Demised Premises shall be used by the Tenant solely for the purpose(s)of:
7.1.1 Facilitate the City' TNVR Program.
7.1.2 TNVR Staging. Cats are typically trapped at night or very early in the morning,
during hours when surgery locations are closed.The Premises would act
as a staging location to house the cats until the surgery locations are open.
7.1.3 TNVR Tools.The inventory of TNVR tools would be housed at the Premises,
to include traps that are loaned to residents and trappers, sheets to cover
traps, and trap cleaning equipment.
7.1.4 TNVR Events.Trapping events with Miami Dade Animal Services (MDAS)occur
throughout the year. MDAS will bring their Mobile Animal Clinic(MAC)truck to the
demised premises. Surgeries will be held inside the MAC truck and under MDAS
purview. Spay and neuter surgeries will NOT take place inside the Demised
Premises. All surgeries will take place at a participating veterinarian offices,
Saving Sage Animal Rescue Foundation, Miami Dade Animal Services, Humane
Society, and other participating agencies.
7.1.5 Adoption.A key focus of the program is to help get adoptable community cats off the
beach and into loving homes. In order to accomplish this goal, cats need to be
quarantined for two weeks, given certain medications, be microchipped, etc. The
quarantine process will take place the Demised Premises.
7.1.6 Socialization. There would be a cat socialization room where cats can meet and
play with prospective adopters.
7.1.7 Said Premises shall be open for operation a minimum of five(5)days a week,with
normal hours of operation being as follows:
Monday- Friday: 9:00 AM to 5:00 PM
Tenant shall not otherwise 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.
7.1.8 Self-Funded Program. The Tenant will fund the program through the collaboration
of various nonprofits associated with the Tenant,for an estimated value of$10,000
a month. The City will not be contributing toward the costs of the Tenant's
operation.
7.2 It is understood and agreed that the Demised Premises shall be used by the Tenant
during the Term of this Lease only for the above purpose(s)/use(s), and for no other
purpose(s)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
3
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 Agreement in default pursuant to
Section 18 or, without notice to Tenant, restrain such improper use by injunction or
other legal action.
8. Improvements.
8.1 Tenant accepts the Demised Premises in their 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 be first 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 Agreement. Upon termination and/or expiration of this 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 termination and/or expiration of this
Agreement, and at City's sole option and discretion, any or all alterations or
additions made by Tenant toor 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 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
4
an emergency, as deemed by the City Manager, in his sole discretion, which if not
immediately addressed could cause property damage, loss of life or limb, or other
injury to persons. Nothing herein shall imply any duty on the part of the 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 by) the Commencement Date of this
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 these coverages must be provided by submitting original certificates of
insurance to 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 rating of B+:VI or
better per A.M. Best's Key Rating Guide, latest edition, and certificates are subject
to the approval of the City's Risk Manager.
10.3 Certificates must be sent directly to certificates-miamibeachriskworks.com.Please
5
ask vendors to include the following information when sending the insurance
certificates:
• Include the Contract's#and the Vendor's name in the subject line of the email.
• COI must include that the City of Miami Beach is an "Additional Insured" with
respect to the General Liability coverage.
• Certificate Holder on all 001 shall read:
City of Miami Beach •
do Exigis Insurance Compliant Services
P.O. Box 947
Murrieta, CA 92564
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 months,
beginning on January 1St of each year.
11.3 Although no Tax liability in anticipated, as a result of the Tenant's status as a non-
profit entity,Tenant shall pay as Additional Rent for each Property Tax Year any real
estate tax that is assessed against the Demised Premises for folio numbers 02-
3202-004-0830 and 023202004-0820 during the Term of the Lease("Property Tax
Payment"). 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.
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 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,
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using glass of the same or better quality. Tenant shall also be responsible for
maintaining the lawn and exterior grounds of the Demised Premises.
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 Demised Premises),and chilled water supply system.The City shall also
be responsible for exterior paint prior to delivering possession to Tenant.
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 and workmanlike manner.
13.4 If Tenant fails to make such repairs or restorations or replacements,the same may
be made by the City, at the expense of Tenant, and all sums spent and expenses
incurred by the City shall be collectable by the City and shall be paid by Tenant
within three (3)days after submittal of a bill or statement therefore.
13.5 It shall be Tenant's sole obligation and responsibility to insure that any renovations,
repairs and/or improvements made by Tenant to the Demised Premises comply with
all applicable building codes and life safety codes of governmental authorities
having jurisdiction.
13.6 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 each 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 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
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insure payment thereof and prevent sale, foreclosure, or forfeiture of the Premises or
improvements by reasons of such non-payment. Such security need not exceed one and
one half(11,4) 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.
16. Intentionally Omitted.
17. Condemnation.
17.1 If at any time during the Term of this 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, 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 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 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
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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;
18.1.8 A receiver is appointed for Tenant by any court and shall not be dissolved
within thirty (30)days thereafter; or
18.1.9 The leasehold interest is levied on under execution.
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,
9
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 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
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
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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
fees and costs, to 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 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;
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.
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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 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
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Tenant may,at any time thereafter, elect to terminate this Agreement,and the Rent
shall be adjusted accordingly.
25. Quiet Enlovment.
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 continued or repeated subsequently and any express waiver shall not affect any
term other than the one specified in such waiver and that one only for the time and
in the manner specifically stated.
26.3 The receipt of any sum paid by Tenant to 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, Florida 33139
With copy to: Asset Manager
City of Miami Beach
1833 Bay Road, 2nd Floor
Miami Beach, Florida 33139
TENANT: Deena Lee, President
Sobe Cats Spay & Neuter, Inc.
3300 Corporate Way
do WAI Global Deena Lee
Miramar, Florida 33025
All notices shall be hand delivered and a receipt requested, or by certified mail with Return
receipt requested, and shall be effective upon receipt.
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28. Tenant's Compliance with Florida Public Records Law.
28.1 Tenant shall comply with Florida Public Records law under Chapter 119, Florida
Statutes, as may be amended from time to time.
28.2 The term "public records"shall have the meaning set forth in Section 119.011(12),
which means all documents, papers, letters, maps, books, tapes, photographs,
• films, sound recordings, data processing software, or other material, regardless of
the physical form, characteristics, or means of transmission, made or received
pursuant to law or ordinance or in connection with the transaction of official business
of the City.
28.3 Pursuant to Section 119.0701 of the Florida Statutes, if Tenant meets the definition
of"Contractor"as defined in Section 119.0701(1)(a), Tenant shall:
28.3.1 Keep and maintain public records required by the City to perform the
service;
28.3.2 Upon request from the City's custodian of public records, provide the City
with a copy of the requested records or allow the records to be inspected or
copied within a reasonable time at a cost that does not exceed the cost
provided in Chapter 119, Florida Statutes or as otherwise provided by law;
28.3.3 Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed, except as
authorized by law, for the duration of the contract term and following
completion of the Agreement if Tenant does not transfer the records to the
City;
28.3.4 Upon completion of the Agreement,transfer,at no cost to the City,all public
records in possession of Tenant or keep and maintain public records
required by the City to perform the service. If Tenant transfers all public
records to the City upon completion of the Agreement, Tenant shall destroy
any duplicate public records that are exempt or confidential and exempt from
public records disclosure requirements. If Tenant keeps and maintains public
records upon completion of the Agreement,Tenant shall meet all applicable
requirements for retaining public records. All records stored electronically
must be provided to the City, upon request from the City's custodian of
public records, in a format that is compatible with the information technology
systems of the City.
28.4 Request for Records; Noncompliance.
28.4.1 A request to inspect or copy public records relating to the City's contract for
services must be made directly to the City. If the City does not possess the
requested records, the City shall immediately notify Tenant of the request,
and Tenant must provide the records to the City or allow the records to be
inspected or copied within a reasonable time.
28.4.2 Tenant's failure to comply with the City's request for records shall constitute
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a breach of this Agreement, and the City, at its sole discretion, may: (1)
unilaterally terminate the Agreement, following written notice to Tenant,
pursuant to the notice provisions of the Agreement, and Tenant failing to
comply with the Public Records Request within eight(8)business days;(2)
avail itself of the remedies set forth under the Agreement; and/or(3) avail
itself of any available remedies at law or in equity.
28.4.3 If Tenant fails to provide the public records to the City within a reasonable
time may be subject to penalties under s. 119.10.
28.5 CIVIL ACTION.
28.5.1 If a civil action is filed against a Tenant to compel production of public records
relating to the City's contract for services,the court shall assess and award against
Tenant the reasonable costs of enforcement, including reasonable attorneys'fees,
if:
28.5.1.1 The court determines that Tenant unlawfully refused to comply with
the public records request within a reasonable time; and
28.5.1.2 At least 8 business days before filing the action,the plaintiff provided
written notice of the public records request,including a statement that
Tenant has not complied with the request, to the City and to Tenant.
28.5.2 A notice complies with subparagraph 28.5.1.2 if it is sent to the City's custodian of
public records and to Tenant at Tenant's address listed on its contract with the City
or to Tenant's registered agent. Such notices must be sent by common carrier
delivery service or by registered,Tenant Express Guaranteed,or certified mail,with
postage or shipping paid by the sender and with evidence of delivery,which may be
in an electronic format.
28.5.3 If Tenant complies with a public records request within 8 business days after the
notice is sent, Tenant shall not be liable for the reasonable costs of enforcement.
28.6 IF TENANT HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO TENANT'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT,
CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT:
CITY OF MIAMI BEACH
ATTENTION: RAFAEL E. GRANADO, CITY CLERK
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORIDA 33139
E-MAIL:
RAFAELGRANADOc MIAMIBEACHFL.GOV
PHONE: 305-673-7411
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29. Prohibitions Regarding Sale or Use of Expanded Polystyrene Food Service Articles,Single-
Use Plastic Beverage Straws, and Single-Use Plastic Stirrers.
29.1 Tenant hereby agrees and acknowledges that, pursuant to Section 82-7 of the City
Code,as may be amended from time to time,Tenant shall not sell, use, provide food
in, or offer the use of expanded polystyrene food service articles (as defined in City
Code Section 82-7) in City facilities or on City property, in connection with any
services performed pursuant to this Agreement. A violation of this section shall be
deemed a default under the terms of this Agreement.Notwithstanding the above,this
section shall not apply to expanded polystyrene food service articles used for
prepackaged food that have been filled and sealed prior to receipt by Tenant.
29.2 Additionally,Tenant agrees and acknowledges that, pursuant to Section 82-8 of the
City Code, as may be amended from time to time,Tenant shall not sell, use, provide
food in, or offer the use of single-use plastic beverage straws or single-use plastic
stirrers(as defined in City Code Section 82-8)in City facilities or on City property, in
connection with any services performed pursuant to this Agreement. A violation of
this section shall be deemed a default under the terms of this Agreement.
Notwithstanding the above,the requirements of Section 82-8 shall not restrict Tenant
from providing a beverage with, or offering the use of, a single-use plastic beverage
straw or single-use plastic stirrer to an individual with a disability or medical condition
that impairs the consumption of beverages without a single-use plastic beverage
straw or single-use plastic stirrer.
29.3 Additionally,Tenant agrees to comply with Section 46-92(c)of the City Code,which
provides that it is unlawful for any person to carry any expanded polystyrene product,
single-use plastic beverage straw,or single-use plastic stirrer onto any beach or park
within the City,or onto any city marina, pier,dock,or boat ramp. It is also unlawful for
any business to provide single-use plastic beverage straws or single-use plastic
stirrers with the service or delivery of any beverage to patrons on any beach within
the City. Notwithstanding the above,the provisions in Section 46-92(c)that pertain to
single-use plastic beverage straws and single-use plastic stirrers shall not apply to a
person or patron with a disability or medical condition that impairs the consumption of
beverages without a single-use plastic beverage straw or single-use plastic stirrer.
29.4 As additional consideration for this Agreement, independent of the requirements set
forth in Sections 82-7, 82-8 and 46-92(c)of the City Code, Tenant agrees:
29.4.1 not sell, use, provide food in, or offer the use of expanded
polystyrene food service articles in any Facility. A violation of this
section shall be deemed a default under the terms of this Agreement.
Notwithstanding the above, this section shall not apply to expanded
polystyrene food service articles used for prepackaged food that
have been filled and sealed prior to receipt by Tenant; and
29.4.2 not sell, use, provide food in, or offer the use of single-use plastic
beverage straws or single-use plastic stirrers in any Facility. A
violation of this section shall be deemed a default under the terms of
this Agreement. Notwithstanding the above, Tenant shall be
permitted to provide a beverage with,or offering the use of,a single-
use plastic beverage straw or single-use plastic stirrer to an
individual with a disability or medical condition that impairs the
16 •
consumption of beverages without a single-use plastic beverage
straw or single-use plastic stirrer; and
29.4.3 not carry any expanded polystyrene product, single-use plastic
beverage straw, or single-use plastic stirrer onto any beach or park
within the City, or onto any city marina, pier, dock, or boat ramp.
30. No Discrimination.
30.1 In connection with the performance of the Services, Tenant shall not exclude from
participation in, deny the benefits of, or subject to discrimination anyone on the
grounds of race,color, national origin,sex,age,disability, religion, income or family
status.
30.2 Additionally, Tenant shall comply fully with the City of Miami Beach Human
Rights Ordinance, codified in Chapter 62 of the City Code, as may be
amended from time to time, prohibiting discrimination in employment,
housing, public accommodations, and public services on account of actual or
perceived race, color, national origin, religion, sex, intersexuality, gender
identity, sexual orientation, marital and familial status, age, disability,
ancestry, height, weight, domestic partner status, labor organization
membership, familial situation, or political affiliation.
31. Inspector General Audit Rights.
31.1 Pursuant to Section 2-256 of the Code of the City of Miami Beach, the City has
established the Office of the Inspector General which may, on a random basis,
perform reviews, audits, inspections and investigations on all City contracts,
throughout the duration of said contracts. This random audit is separate and distinct
from any other audit performed by or on behalf of the City.
31.2 The Office of the Inspector General is authorized to investigate City affairs and
empowered to review past, present and proposed City programs,accounts,records,
contracts and transactions. In addition, the Inspector General has the power to
subpoena witnesses, administer oaths, require the production of witnesses and
monitor City projects and programs.Monitoring of an existing City project or program
may include a report concerning whether the project is on time,within budget and in
conformance with the contract documents and applicable law. The Inspector
General shall have the power to audit, investigate, monitor, oversee, inspect and
review operations, activities, performance and procurement process including but
not limited to project design, bid specifications,(bid/proposal)submittals,activities of
the Tenant, its officers, agents and employees, lobbyists, City staff and elected
officials to ensure compliance with the contract documents and to detect fraud and
corruption. Pursuant to Section 2-378 of the City Code, the City is allocating a
percentage of its overall annual contract expenditures to fund the activities and
operations of the Office of Inspector General.
31.3 Upon ten(10)days written notice to the Tenant,the Tenant shall make all requested
records and documents available to the Inspector General for inspection and
copying.The Inspector General is empowered to retain the services of independent
private sector auditors to audit, investigate, monitor, oversee, inspect and review
operations activities, performance and procurement process including but not limited
to project design, bid specifications, (bid/proposal) submittals, activities of the
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Tenant its officers, agents and employees, lobbyists,City staff and elected officials
to ensure compliance with the contract documents and to detect fraud and
corruption.
31.4 The Inspector General shall have the right to inspect and copy all documents and
records in the Tenant's possession, custody or control which in the Inspector
General's sole judgment, pertain to performance of the contract, including, but not
limited to original estimate files,change order estimate files,worksheets, proposals
and agreements from and with successful subcontractors and suppliers,all project-
related correspondence,memoranda,instructions,financial documents,construction
documents, (bid/proposal) and contract documents, back-change documents, all
documents and records which involve cash, trade or volume discounts, insurance
proceeds, rebates, or dividends received, payroll and personnel records and
supporting documentation for the aforesaid documents and records.
31.5 The Tenant shall make available at its office at all reasonable times the records,
materials, and other evidence regarding the acquisition (bid preparation) and
performance of this Agreement, for examination, audit, or reproduction, until three
(3)years after final payment under this Agreement or for any longer period required
by statute or by other clauses of this Agreement. In addition:
31.5.1 If this Agreement is completely or partially terminated,the Tenant shall make
available records relating to the work terminated until three (3) years after any
resulting final termination settlement; and
31.5.2 The Tenant shall make available records relating to appeals or to litigation or
the settlement of claims arising under or relating to this Agreement until such
appeals, litigation, or claims are finally resolved.
31.6 The provisions in this section shall apply to the Tenant, its officers, agents,
employees, subcontractors and suppliers. The Tenant shall incorporate the
provisions in this section in all subcontracts and all other agreements executed by
the Tenant in connection with the performance of this Agreement.
31.7 Nothing in this section shall impair any independent right to the City to conduct
audits or investigative activities. The provisions of this section are neither intended
nor shall they be construed to impose any liability on the City by the Tenant or third
parties.
32. E-Verifv
32.1 Tenant shall comply with Section 448.095, Florida Statutes,"Employment Eligibility"
("E-Verify Statute"),as may be amended from time to time. Pursuant to the E-Verify
Statute,commencing on January 1, 2021,Tenant shall register with and use the E-
Verify system to verify the work authorization status of all newly hired employees
during the Term of the Agreement. Additionally,Tenant shall expressly require any
subcontractor performing work or providing services pursuant to the Agreement to
likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify
the employment eligibility of all new employees hired by the subcontractor during the
contract Term. If Tenant enters into a contract with an approved subcontractor,the
subcontractor must provide the Tenant with an affidavit stating that the
subcontractor does not employ, contract with, or subcontract with an unauthorized
alien. Tenant shall maintain a copy of such affidavit for the duration of the
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Agreement or such other extended period as may be required under this
Agreement.
32.2 Termination Rights.
32.2.1 If the City has a good faith belief that Tenant has knowingly violated Section
448.09(1), Florida Statutes, the City shall terminate this Agreement with
Tenant for cause,and City shall thereafter have or owe no further obligation
or liability to Tenant.
32.2.2 If the City has a good faith belief that a subcontractor has knowingly violated
Section (a), but the Tenant otherwise complied with such section, the City
will promptly notify the Tenant and order the Tenant to immediately
terminate the Agreement with the subcontractor. Tenant's failure to
terminate a subcontractor shall be an event of default under this Agreement,
entitling City to terminate the Tenant's contract for cause.
32.3 A contract terminated under the foregoing Subsections 32.2.1 or 32.2.2 is not in
breach of contract and may not be considered as such.
32.4 The City or Tenant or a subcontractor may file an action with the Circuit or County
Court to challenge a termination under the foregoing Subsections 32.2.1 or 32.2.2
no later than 20 calendar days after the date on which the contract was terminated.
32.5 If the City terminates the Agreement with Tenant under the foregoing Subsection
32.2.1, Tenant may not be awarded a public contract for at least 1 year after the
date of termination of this Agreement.
32.6 Tenant is liable for any additional costs incurred by the City as a result of the
termination of this Agreement under this Section 32.
33. 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.
34. 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.
35. 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.
36. 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.
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37. 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.
38. 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 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.
39. Time is of the Essence.
Time is of the essence in every particular and particularly where the obligation to pay money
is involved.
40. 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 HEREIN AFTER INSTITUTE AGAINST EACH OTHER WITH RESPECT TO ANY
MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT.
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41. 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.
42. 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.
REMAINDER OF PAGE INTENTIONALLY LEFT BLAN
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IN WITNESS WHEREOF, the parties hereto have caused their names to be signed and
their seals to be affixed, all as of the day and year first above written, indicating their agreement.
Attest: CITY OF MIAMI BEACH, FLORIDA
Rafael E. Granado, City Clerk Dan Gelber, Mayor
Signature
Print Name
Date
•
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
nr-31 -ZA
City Attorney Date
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Attest: SOBE CATS SPAY & NEUTER, INC.
Signature/Corporate Secretary Deena Lee, President
Print Name
Signature
Print Name
Date
CORPORATE SEAL
(affix seal here)
Attest: SAVING SAGE ANIMAL RESCUE
FOUNDATION, INC.
Signature/ Corporate Secretary Regina Nicole Vlasek, President
Print Name
Signature
Print Name
Date
CORPORATE SEAL
(affix seal here)
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EXHIBIT 1
Demised Premises
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