Amendment 1 to the Lease Agreement with MDGLCC Foundation, Inc. DocuSign Envelope ID:D019F883-3529-44D2-B079-56EAECFA7C99
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AMENDMENT NO. 1 TO LEASE AGREEMENT
BETWEEN
THE CITY OF MIAMI'BEACH, FLORIDA
AND
MDGLCC FOUNDATION, INC.
This Amendment No. 1 ("Amendment")to the Lease Agreement,dated January 15, 2019
("Agreement"), by and between the City of Miami Beach, Florida, a municipal corporation
organized and existing under the laws of the State of Florida, having its principal place of
business at 1700 Convention Center Drive, Miami Beach, Florida 33139 ("City, or
Landlord"), and MDGLCC Foundation, Inc, a Florida not for profit corporation,having its
principal place of business at 1130 Washington Avenue, 1st Floor North,Miami Beach, FL
33139 ("Tenant"), is entered into this 24 day of February , 2022 ("Effective
Date"):
RECITALS
WHEREAS, MDGLCC is a nonprofit, 501(c)(3)organization comprising over 1,200
members and 600 businesses,and uses the premises as a chamber of commerce and
visitor center to provide a free public amenity while promoting diversity,tourism, and
local commercial interests; and
WHEREAS, on October 17, 2018 The City Mayor and Commission adopted
Resolution No. 2018-30565, approving a Lease Agreement between the City and
MDGLCC Foundation, Inc. d/b/a Miami-Dade Gay & Lesbian Chamber of Commerce
(MDGLCC or Tenant),for approximately 2,543 square feet of City-owned property,located
on the first floor of Historic City Hall, located at 1130 Washington Avenue; and
WHEREAS, the initial Lease term is for a period of three (3) years, commencing
April 1,2019 and ending March 31, 2022,with two(2)additional renewal options,of three
(3)years each, at the City Manager's sole discretion; and
WHEREAS, the Tenant has expressed their desire to exercise the first renewal
option, commencing on April 1, 2022 and ending on March 31, 2025.
NOW THEREFORE, in consideration of the mutual promises and conditions
contained herein, and other good and valuable consideration, the sufficiency of which is
hereby acknowledged, the City and Tenant hereby agree to amend the Agreement as
follows:
1. ABOVE RECITALS.
The above recitals are true and correct and are incorporated as part of this
Amendment.
2. MODIFICATIONS.
The Agreement is hereby amended (deleted items struck-thr-etigh and inserted
items underlined)as follows:
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a. A new Section 38 is hereby added to the Agreement as follows:
38.Tenant's Compliance with Florida Public Records Law.
38.1 Tenant shall comply with Florida Public Records law under Chapter 119,
Florida Statutes,as may be amended from time to time.
38.2 The term "public records" shall have the-meaning set forth in Section
119.011(121,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.
38.3 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:
•
38.3.1 Keep and maintain public records required by the City to
perform the service;
38.3.2 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:
38.3.4 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:
38.3.5 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.
38.4 Request for Records; Noncompliance.
38.4.1 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
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request, and Tenant must provide the records to the City or allow the
records to be inspected or copied within a reasonable time.
38.4.2 Tenant's failure to comply with the City's request for records shall constitute
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.
38.4.3 If Tenant fails to provide the public records to the City within a reasonable
time may be subject to penalties under s. 119.10.
38.5 CIVIL ACTION.
38.5.1 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:
38.5.1.1 The court determines that Tenant unlawfully refused to comply with the
public records request within a reasonable time;and
38.5.1.2 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.
38.5.2 A notice complies with subparagraph 38.5.1.2 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.
38.5.3 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.
38.6 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
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1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORIDA 33139
E-MAIL: RAFAELGRANADO(at7MIAMIBEACHFL.GOV
PHONE: 305-673-7411.
b. A new Section 39 is hereby added to the Agreement as follows:
39. Prohibitions Regarding Sale or Use of Expanded Polystyrene Food Service
Articles, Single-Use Plastic Beverage Straws, and Single-Use Plastic
Stirrers.
39.1 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.
39.2 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.
39.3 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.
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39.4 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:
39.4.1 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
39.4.2 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 consumption of beverages without a single-use
plastic beverage straw or single-use plastic stirrer:and
39.4.3 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.
c. A new Section 40 is hereby added the Agreement to as follows:
• 40. INSPECTOR GENERAL AUDIT RIGHTS
40.1 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.
40.2 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.
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40.3 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 proiect 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.
40.4 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 solejudgment, 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 proiect-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. rebated or dividends received,
payroll and personnel records and supporting documentation for the
aforesaid documents and records.
40.5 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:
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
ii. 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.
40.6 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.
40.7 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.
•
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3. RATIFICATION.
Except as amended herein, all other terms and conditions of the Agreement shall
remain unchanged and in full force and effect. In the event there is a conflict
between the provisions of this Amendment and the Agreement, the provisions of
this Amendment shall govern.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their appropriate officials, as of the date first entered above.
FOR CITY: . CITY OF MIAMI BEACH, FLORIDA
ATTEST:
DocuSigned by:
rafati, . GlrcU a t) 1hLck—
fTFEdO By City Clerk a T. Hudak, Ci Manager
2/24/2022 I 4:49 PM EST
Date
FOR TENANT: MDGLCC FOUNDATION, INC,
ATTEST:
By:
Name Presi ent
__'DR-Iotr L. ,1/1,
Print Nam Print Name
Date
i 10•
Uilo�t�t
),k-R.C.AVr 07 14 2.�
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� 4.1
MIAMIBEACH Rostgt
Form
itir-jgasm-:6,474 nags : p,l '�"s' r -'° ,f• r i '547 >Sa' Na.44�o-r^'SIId:. nw•� f'Q i`�"3:
Miami Dade Gay&Lesbian Chamber of Commerece Lease Renewal
"L,•111�C4° ri4`-<..'�r ck� 'fu. '' .,`.;t, � J:4.".�'-I`'.<16:Sl1Ylt u.r���
Facilities and Fleet Management
itar
Adrian Morales "� cs Lester Sola
—haoJdSrtllntl4oF... �—,8D32a9D
ClOttmie
Type 1—Contract,amendment,change order or task order resulting from a procurement-issued competitive solicitation.
Type 2—Other contract,amendment,change order or task order not resulting from a procurement-issued competitive solicitation.
Type 3—Independent Contractor Agreement(ICA) x Type 6—Tenant Agreement
Type 4—Grant agreements with the City as the recipient Type 7—Inter-governmental agency agreement
Type 5—Grant agreements with the City as the grantor Other:
L1nTu' 7n'7G� a'� t" T• ' 7G • ° i t netesw
Attached please find for your signature the"form approved"Amendment No. 1.to the lease agreement,between
the City,and Miami Dade Gay and Lesbian Chamber of Commerce(MDGLCC),exercising the first renewal option
of three years commencing April 1,2022 and ending March 31,2025, at the City Manager's sole discretion.The
MDGLCC current lease term is set to expire March 31,2022.
3 Years 2(3)year options 9 years
_.__ 2,-....
Grant Funded: Yes x No State
Federallr�y Other:
.. ...G..Y t.... .g Ls.: "�ro.,L�vtw•-+1ST.i
IYRj•J..°a 1 _. [ f,. 1 i ,'4 1 4."=71..+.t.a< 2
1 Yes No
2 Yes No
3 Yes No
4 Yes No
5 - Yes No
1.For contracts longer than five years,contact the Procurement Department. 2.Attach any supporting explanation needed.
3.Budget approval indicates approval for current fiscal year only. Future years are subject to City Commission approval of
annual adopted operating budget.
GhLw nry �:Jn City Commission Approved: x Yes No Resolution No.: CC Agenda Item No.: CC Meeting Date:
2018-30565 R7H 10/17/2018
If no,explain why CC approval is not required:
Legal Form Approved: x Yes No If no,explain below why form approval is not necessary:
Procurement: — Grants:
Budget: Information Technology:
—DocuSlgned by:
Risk Management: Fleet&Facilities: Ozzie Dominguez / •
4 •• N
to,„
Human Resources: Other: