Resolution 2023-32714 RESOLUTION NO.; 2023-32714
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 5/7T" 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 CITY MANAGER AND CITY CLERK TO EXECUTE A NEW
LEASE AGREEMENT BETWEEN THE CITY (LANDLORD) AND SOBE CATS •
SPAY&NEUTER, INC. (TENANT), FOR USE OF A 2,440 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, FOR A
TERM OF THREE (3) YEARS, COMMENCING ON APRIL 1, 2024.
WHEREAS, the City owns property, containing a 2,440 square foot building ("Building"),
with approximately 17,500 square feet of adjacent land, located at 8128 Collins Avenue(Demised
Premises); and
WHEREAS, on April 21, 2021, the Mayor and City Commission adopted Resolution No.
2021-31690, approving a Lease Agreement("Agreement")among the City(Landlord), Sobe Cats
Spay & Neuter, Inc. ("SoBe Cats"), and Saving Sage Animal Rescue Foundation, Inc. ("Saving
Sage") (collectively, "Tenant")for a term of three (3) years; and
WHEREAS, on August 27, 2021, the parties executed a Lease Agreement, commencing
on April 1, 2021 and ending on March 30, 2024, with no additional renewal options; and
WHEREAS, on March 27, 2023, SoBe Cats requested approval of a new Lease for a 3-
year term, commencing on April 1, 2024; and
WHEREAS, the Administration reviewed SoBe Cats' request and negotiated the following
essential business terms for a new Lease Agreement:
LANDLORD: City of Miami Beach, a Florida Municipal Corporation.
TENANT: SoBe Cats Spay & Neuter Inc. and Saving Sage Animal Rescue
Foundation, Inc
DEMISED PREMISES: 8128 Collins Avenue
Miami Beach, 33141
SIZE: Building, having approximately 2,440 square feet, and of adjacent
land, having approximately 17,500 square feet
TERM: Three (3)years, commencing on April 1, 2024, terminable by the
City without cause and for convenience, upon 90 days' notice to
Tenant
RENEWAL OPTION: None
BASE RENT: One Dollar($1.00) a year
MAINTENANCE: Tenant shall be solely responsible for the operation and day-to-day
housekeeping, janitorial services, and routine maintenance of the
Demised Premises, and all improvements, fixtures, furniture and
equipment thereon.
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, touch ups and
full painting as needed, the structural, electrical and plumbing,
including sinks and/or toilet(s) fixture(s), but excluding plumbing
problems caused by Tenant, and chilled water supply system.
PUBLIC BENEFITS: Tenant agrees to:
a. speak at neighborhood associations and condo associations, about the City of
Miami Beach Community Cat Program;
b. train residents as to how to properly feed community cats if they choose to sign up
for the City's Registered Cat Feeder Program;
c. train residents on how to trap neuter vaccinate, and return("TNVR") neighborhood
community cats to help control the cat population, should they be willing to assist;
d. provide education as to free TNVR outlets as well as loan the required traps
needed to bring the cats in for the surgeries;
e. provide opportunities for the High School student to secure service hours by
volunteering to assist with the adoption services at the Demised Premises;
f. host community TNVR events at the Demised Premises, where Miami Dade
Animal Services handles surgeries;
g• organize and develop a process for residents to report cats that need TNVR;
h. develop a foster program, where Tenant will train residents to care for cats &
kittens while Tenant prepares them for adoption; and
i. train/assist home and building owners and/or property managers to the proper
removal process for cats from their location prior to fumigation or demolition.
UTILITIES: Tenant(paid from City's TNVR budget, subject to budget approval)
LANDLORD IMPROVEMENTS: Landlord would be responsible for the installation of new
hurricane impact windows; one (1) additional electrical
outlet; drain; plumbing and ventilation, as needed, for a
second set of washer/dryers in the kitchen (washer/dryer to
be provided by Tenant); and one (1)additional water supply
and drain for a kitchen style wash sink (sink to be provided
by Tenant) in the back room. These projects to be part of
the capital budget requests, in an amount not-to-exceed
$120,000.00, and subject to budget approval, will be
completed within the City's 2025/2026 fiscal year.
INSURANCE: Tenant maintains General Liability insurance and All-Risk
Property and Casualty insurance and Landlord pays for
hazard insurance.
TERMINATION FOR
CONVENIENCE: The City Manager, on behalf of the City, and Tenant each
have the right to terminate for convenience, upon providing
the other with ninety(90) days' written notice.
LEASE
COMMENCEMENT DATE: April 1, 2024
USE: The Demised Premises shall be used, by the Tenant for the
purposes of trap, neuter, vaccinate, and rescue/release
("TNVR") activities, as well as for an adoption center by
Tenant, and other interested non-profits,which shall require
prior written approval by the City Manager; and
WHEREAS, pursuant to Section 82-37(b) of the City Code, 'the City Manager is
required to transmit a proposed new lease to the City's Finance and Economic Resiliency
Committee (FERC) for consideration; and a lease having a term of ten (10) years or less
(including option periods) shall be accompanied by a public hearing; and
WHEREAS, the City Manager transmitted the negotiated terms of the new lease ("Lease
Agreement")to the May 24, 2023 Finance and Economic Resiliency Committee(FERC) meeting;
and
WHEREAS, at the May 24, 2023 FERC meeting, the FERC recommended in favor of
approving a new Lease Agreement with Tenant based upon the negotiated terms; and
WHEREAS, since the presentation at the FERC meeting,Tenant has requested that SoBe
Cats be the only Tenant for the proposed new Lease Agreement and the Administration is in
agreement; and
WHEREAS, based upon the foregoing, the City Manager recommends waiving, 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 approving the draft Lease Agreement, with
SoBe Cats, containing the essential, negotiated business terms, a copy of which is attached to
the City Commission Memorandum accompanying this Resolution as Exhibit "B"; and further
authorizing the City Manager to finalize and execute the Lease Agreement.
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, pursuant to a public hearing, hereby 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 City Manager and City
Clerk to execute a new Lease Agreement between the City (Landlord) and SoBe Cats Spay &
Neuter, Inc. (Tenant),, for use of a 2,440 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, for a term of three(3)years, commencing on April 1, 2024.
PASSED and ADOPTED this a(P day of Id 2023.
ATTEST:
JUL2 8 2023
Rafael E. Granado, City Clerk Dan Gelber, Mayor
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MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Alina T. Hudak, City Manager
DATE: July 26, 2023
2:10 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 CITY MANAGER AND CITY
CLERK TO EXECUTE A NEW LEASE AGREEMENT BETWEEN THE CITY
(LANDLORD)AND SOBE CATS SPAY& NEUTER, INC. (TENANT), FOR USE
OF A 2,440 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, FOR A TERM OF THREE (3) YEARS,
COMMENCING ON APRIL 1, 2024.
RECOMMENDATION
The Administration recommends that the Mayor and City Commission adopt the Resolution.
BACKGROUND/HISTORY
On April 21, 2021, the Mayor and City Commission adopted Resolution No. 2021-31690
approving a Lease Agreement among the City of Miami Beach(Landlord)and SoBe Cats Spay
& Neuter, Inc. and Saving Sage Animal Rescue Foundation, Inc. (collectively, Tenant)for the use
of a 2,440 square foot City-owned building and approximately 17,500 square feet of adjacent
land, located at 8128 Collins Avenue (Demised Premises) to provide trap, neuter, vaccinate,
and rescue/release (TNVR) activities, other animal welfare related services, as well as for an
adoption center by Tenant, and other interested non-profits.
On August 27, 2021, the Landlord and Tenant entered into a Lease Agreement having an initial
term of three (3) years, commencing on April 1, 2021, and ending on March 31, 2024, with no
additional renewal options.
On March 27, 2023, SoBe Cats communicated to the City its interest and request for a new
Agreement for an additional 3-year term (Exhibit A).
Page 1085 of 1588
ANALYSIS
Accordingly, the Administration has reviewed SoBe Cats' requests, containing the following
essential business terms for a new Lease Agreement.
LANDLORD: City of Miami Beach, a Florida Municipal Corporation.
TENANT: SoBe Cats Spay& Neuter Inc. and Saving Sage Animal Rescue
Foundation, Inc
DEMISED PREMISES: 8128 Collins Avenue
Miami Beach, 33141
SIZE: . Approximately 2,440 square feet City-owned building and
approximately 17,500 square feet of adjacent land
TERM: Three (3) years, terminable by the City without cause and for
convenience, upon 90 days'notice to Tenant
RENEWAL OPTION: None
BASE RENT: One Dollar($1.00)a year
MAINTENANCE: Tenant shall be solely responsible for the operation and day-to-day
housekeeping, janitorial services, and routine maintenance of the Demised Premises, and all
improvements, fixtures, and equipment thereon. 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 and will not suffer or permit any strip or waste of the Demised Premises. Tenant shall
be responsible for maintaining, clean all interior walls and the interior and exterior of all windows
and doors, as well as immediate replacement of any and all plate glass or other glass in the
Demised Premises which may become broken, using glass of the same or better quality.
The City shall be responsible for the maintenance of the roof, the
exterior of the Building, all heating/ventilation/air conditioning (HVAC) equipment servicing the
Demised Premises,touch ups and full painting as needed, the structural, electrical and plumbing,
including sinks and/or toilet(s) fixture(s), but excluding plumbing problems caused by Tenant, its
officers, employees, agents, contractors, invitees or guests, and chilled water supply system.
Tenant shall also be responsible for the purchase and maintenance of fixtures, furniture and
equipment needed to operate within these premises.
PUBLIC BENEFITS:
a. Speak at neighborhood associations and condo associations about the City of Miami Beach
Community Cat Program.
b. Train residents how to properly feed community cats if they choose to sign up for the City's
Registered Cat Feeder Program.
c. Train residents on how to TNVR (trap neuter vaccinate return) neighborhood community cats
Page 1086 of 1588
to help control the cat population, should they be willing to assist.
d. Provide education as to free TNVR outlets as well as loan the required traps needed to bring
the cats in for the surgeries.
e. The Kitty Campus adoption facility provides an opportunity for students to obtain community
service hours for their schools.
f. Host community TNVR events at our location, where Miami Dade Animal Services handles
surgeries, and we organize and train the trappers.
g. Provide a process for residents to report cats that need TNVR.
h. Provide a foster program where we train residents how to care for cats & kittens as we
prepare them for adoption.
i. Assist home and building owners/property managers as to how to remove cats from their
location prior to fumigation or demolition.
UTILITIES: Tenant (paid from the City's TNVR budget, subject to budget
approval)
LANDLORD
IMPROVEMENTS.: Landlord would be responsible for the installation of new hurricane
impact windows; one (1) additional electrical outlet, drain, plumbing and ventilation as needed for
a second set of washer/dryers in the kitchen (washer/dryer to be provided by Tenant); one (1)
additional water supply and drain for a kitchen style wash sink (sink to be provided by Tenant) in
the back room. These projects to be part of the capital budget requests, in an amount not-to-
exceed $120,000.00, and, subject to budget approval, will be completed within the City's
2025/2026 fiscal year.
INSURANCE: Tenant maintains General Liability insurance and All-Risk Property
and Casualty insurance for leasehold improvements and Landlord pays for hazard insurance.
TERMINATION FOR The City Manager on behalf of the City,will have the right
CONVENIENCE: to terminate for convenience, upon providing Tenant with ninety(90)
days'written notice.
LEASE
COMMENCEMENT DATE: April 1, 2024
U S E : The Demised Premises shall be used by the Tenant for the
purposes of trap, neuter, vaccinate, and rescue/release (TNVR) activities, as well as for an
adoption center by SoBe Cats Spay & Neuter Inc., and other interested non-profits, which shall
require prior written approval by the City Manager.
Pursuant to Section 82-37 (b) of the.City Code, the proposed new lease is required to be
transmitted by the City Manager for consideration by the City's Finance and Economic Resiliency
Committee (FERC)and approval by a majority of the members of the City Commission pursuant
to a public hearing.
Page 1087 of 1588
F- ERC Recommendation
T- he City Manager, as required by City Code Section 82-37(b), transmitted the negotiated terms
of the new lease to the May 24, 2023 Finance and Economic Resiliency Committee (FERC). At
the May 24, 2023 meeting, the FERC recommended in favor of approving a new Lease
Agreement with Tenant based upon the negotiated terms. Since the presentation at the FERC
meeting, Tenant has requested that SoBe Cats be the only Tenant for the proposed new Lease
Agreement and the Administration is in agreement.
CITY MANAGER'S RECOMMENDATION
Based upon the foregoing, the City Manager recommends waiving, 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 approving the draft Lease Agreement with SoBe Cats,
containing the essential, negotiated business terms, a copy of which is attached hereto as
(Exhibit B).
SUPPORTING SURVEY DATA
n/a
FINANCIAL INFORMATION
n/a
CONCLUSION
Based upon the foregoing, the Administration recommends 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 City Manager and City Clerk to execute a new Lease
Agreement between the City(Landlord)and SoBe Cats Spay& Neuter, Inc. (Tenant), for the use
of a 2,440 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,
for a term of three (3)years, commencing on April 1, 2024.
Exhibits
Resolution
A— Request Letter
B—Draft Lease Agreement
Applicable Area
North Beach
Is this a"Residents Right Does this item utilize G.O.
to Know" item, pursuant to Bond Funds?
City Code Section 2-14?
Yes No
Page 1088 of 1588
Legislative Tracking
Facilities and Fleet Management
ATTACHMENTS:
Description
❑ Exhibit A
❑ Exhibit B
D Resolution
Page 1089 of 1588
'►a.
TO: Ozzie Dominguez
FROM: Linda Diamond
DATE: 3-27-23
RE: 8128 Collins Ave—The Kitty Campus Adoption and TNVR Center
SoBe Cats Spay & Neuter, Inc. currently has a 3-year lease for 8128 Collins Ave, which expires
March 30, 2024. We would like to request that this lease be considered for a three-year extension
to expire on March 30, 2027.
The City of Miami Beach Cat Program Rescue Facility is called the Kitty Campus, which is ran out of 8128
Collins Ave via the nonprofit, SoBe Cats. In addition to this facility assisting with controlling the homeless
community cat population via Trap Neuter Vaccinate Return (TNVR) support, it allows the Cat Program to
have an adoption component. The adoption piece is crucial as it gives us the opportunity to get placeable
cats off the streets of Miami Beach and into loving homes.
SOBE CATS &THE KITTY CAMPUS SUCCESS:
• We assist in Trap Neuter Vaccinate Returning (TNVR) approximately 1,000 to 1,500 cats per year via
various surgery outlets.
• In just over 2 years,we have entered nearly 1,000 cats into the adoption program.
CAT POPULATION GROWTH:TNVR and Adoption is an ongoing need!
• There is an estimated population of 20,000 to 25,000 homeless community cats on the beach.
• Due to the COVID shutdown of the spay and neuter clinics during the pandemic the kitten
population has exponentially grown, and more non-feral housecats have been dumped by their owners
in Miami Beach, thus the adoption component is crucial to help our stray cat population.
• Today, more than half of the cats trapped today are "COVID kittens" - meaning they are a result of
free spay neuter clinics closing during the epidemic. This further speaks to the need for an adoption
facility to help get adoptable kittens off the streets forever.
• A 4-month-old kitten can become pregnant, one female can have 12 kittens per year,and 100 kittens
in her reproductive lifetime. We do not want the stray cat situation to end up like the iguana population,
as they procreate quickly.
• We have been seeing a backlash from unhappy residents, Condominium Associations, businesses,
and Homeowner Associations with the increased cat population. Examples of such are.NAHA (Nautilus
Neighborhood), Hibiscus Island and Palm Island.The tone of all parties is that the growing cat population
is an issue the City of Miami Beach needs to continue to address.
Page 1090 of 1588
1W Mir
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i
LEASE REQUESTS:
Outstanding from current lease:
1. Repair the concrete walkway and patio.
2. Modify the ramp to be ADA compliant.
3. Install new exterior doors.
4. Paint interior doors, trim, and door jams.
5. Repair of non-working electrical outlets.
6. Repair of hot water supply to the utility sink to the left of the doorway to the kitchen.
Additions to current lease:
1. Painting of interior (to include doors, trim, and door jams) and exterior—touch ups and full
painting as needed.
2. Change to Hurricane Impact windows.
3. Addition of electrical, drain, plumbing and ventilation as needed for a second set of
washer/dryers in the kitchen.
4. Addition of plumbing (water supply and drain) for a kitchen style wash sink in the back room.
5. Addition of concrete and a screened in awning for TNVR holding to the west side of the
Kitty Campus, since we are unable to use the awning on the east side of the property which
is part of our lease parcel.
Thank you for your consideration.
Page 1091 of 1588
Exhibit B
LEASE AGREEMENT
THIS LEASE AGREEMENT ("Agreement") made this day of , 2023
("Effective Date"), by and between the CITY OF MIAMI BEACH, FLORIDA, a Florida municipal
corporation, (hereinafter referred to as"City"or"Landlord"), and SOBE CATS SPAY& NEUTER,
INC., a Florida not-for-profit corporation (hereinafter referred to as"Tenant").
1. Demised Premises.
The City, in consideration of the rentals hereinafter reserved to be paid and of the
covenants, conditions and agreements to be kept and performed by the Tenant, hereby
leases, lets and demises to the Tenant,and Tenant hereby leases and hires from the City,
those certain premises hereinafter referred to as the "Demised Premises" and more fully
described as follows:
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 2024'(the "Commencement Date"), and
ending on the 30th day of March 2027.
2.2 Termination for Convenience.
Notwithstanding anything in this subsection, or any other term or condition in this
Agreement, Landlord reserves. the right, through the City Manager, to terminate this
Agreement, without cause and without liability to Landlord, upon providing Tenant with
ninety(90) days prior written notice.
Tenant reserves the right to terminate this Agreement, without cause, upon providing
Landlord with ninety (90) days prior written notice. Following the effective date of the
termination for convenience and Tenant's complete surrender of the Demised Premises in
compliance with Section 37, Tenant shall be relieved of liability under the Agreement;
provided however, that Tenant shall not be relieved of any liability that accrued during the
term of the Agreement or any liability intended to survive expiration or termination of the
Agreement including, without limitation, any indemnification provisions contained in the
Agreement.
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,
Page 1092 of 1588
Exhibit B
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 Subsection 3.1, Tenant shall also pay the
following Additional Rent as provided below:
3.2.1 Utilities:
Tenant will be responsible for payment of utilities (Electric, Atlantic Broadband,
Water and Sewer) expenses funded from the City's TNVR Budget; said funding
being subject to funding approval each fiscal year during the City's budgetary
process.
3.2.2 Trash Removal:
Landlord shall be responsible for establishing and maintaining all trash removal for
its business operations.
•
3.2.3 Pest Control Services:
Landlord 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.), as Landlord deems appropriate for the Demised Premises, twice for the first
month of the term and thereafter once per month.
3.2.4 Lawn Care: Landlord shall continue to provide lawn care with the same frequency
as it currently provides other City facilities.
3..2.5 Property Taxes:
City acknowledges that this lease is to a not-for-profit charitable organization and no
real estate taxes should be assessed against the Demised Premises,The Property
Tax Payment, if real estate taxes are assessed, shall be paid by the Tenant.
3.2.6 Insurance:
Landlord shall be responsible for securing,and paying for,the hazard insurance for
the Demised Premises. Tenant shall be responsible for maintaining the Tenant
insurance requirements set forth in Section 10.
3.3 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 thirty (30) 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.
Page 1 Z3 of 1588
Exhibit B
5, Parking.
The Demised Premises includes four (4) parking spaces accessible through the west
entrance.
6. Security Deposit. Intentionally Omitted
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 and adoption 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, 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, given certain medications, or placed with approved fosters. The
quarantine process will take place at 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 Demised Premises shall be open for operation daily with normal hours from 9:30 am
to 12:00 pm and 6:00 pm to 7:30 pm, and by appointment. 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. Other than the contributions set
forth in this Agreement, the City will not be obligated to contribute any additional
costs toward 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 Agreement 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
the Demised Premises for any illegal purposes; nor commit a nuisance on the
Page 1 F:4 of 1588
Exhibit B
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.
7.3 Tenant agrees to remain a not-for-profit corporation at all times during the Term of
the Agreement.
8. Improvements.
8.1 Landlord Improvements.
The City agrees to make the following repairs and improvements("Landlord Improvements")
Landlord would be responsible for the installation of new hurricane impact windows;one(1)
additional electrical outlet, drain, plumbing and ventilation as needed for a second set of
washer/dryers in the kitchen (washer/dryer to be provided by Tenant); one (1) additional
water supply and drain for a kitchen style wash sink(sink to be provided by Tenant) in the
back room.These projects will be submitted for approval as a capital expenditure during the
City's 2025/2026 budget process,in the amount not-to-exceed$120,000.00,and subject to
budget approval,the City will use reasonable efforts to complete the repairs within the City's
2025/2026 fiscal year.
8.2 Except with respect to the Landlord Improvements,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.
8.3 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;
Page 1695 of 1588
Exhibit B
preventing waste; making such repairs as the City may consider necessary; and for the.
purpose of preventing fire, theft or vandalism. The City agrees that,whenever reasonably
possible,it shall use reasonable efforts to provide notice(whether written or verbal),unless
the need to enter the Demised Premises is an emergency,as deemed by the City Manager,
in his sole discretion, which if not immediately addressed could cause property damage,
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.
Page 1 :6 of 1588
Exhibit B
10.3 Certificates must be sent directly to certificates-miamibeach(c�riskworks.com. Please 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 COI shall read:
City of Miami Beach
c/o 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 should be implicated on the Tenant as a result of the Tenant's
status as a non-profit entity, if 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
Agreement ("Property Tax Payment"), the Property Tax Payment shall be payable by
Tenant.
•
12. Assignment and Subletting.
Tenant shall not have the right to assign or sublet the Demised Premises, in whole or in
part,without the priorwritten 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 and day-to-day housekeeping,janitorial
services,and routine maintenance of the Demised Premises,and all improvements,fixtures,
and equipment thereon. 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 and will
not suffer or permit any strip or waste of the Demised Premises.Tenant shall be responsible
for maintaining clean all interior walls and the interior and exterior of all windows and doors,
as well as immediate replacement of any and all plate glass or other glass in the Demised
Premises which may become broken, using glass of the same or better quality.
The City shall be responsible for the maintenance of the roof,the exterior of the Building,all
heating/ventilation/air conditioning (HVAC) equipment servicing the Demised Premises,
touch ups and full painting as needed,the structural,electrical and plumbing,including sinks
and/or toilet(s)fixture(s), but excluding plumbing problems caused by Tenant, its officers,
employees, agents, contractors, invitees or guests, and chilled water 'supply system.
Page 1 ':7 of 1588
Exhibit B
Tenant shall also be responsible for the purchase and maintenance of fixtures,furniture and
equipment needed to operate within these premises.
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 ensure that any renovations, repairs
and/or improvements made by Tenant to the Demised Premises comply with all applicable
building codes and life safety codes of governmental authorities having jurisdiction.
13.6 EXCEPT AS TO LANDLORD IMPROVEMENTS,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
ensure 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(11/2) 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.
•
Page 1 d98 of 1588
Exhibit B
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
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
Page 1(:.:9 of 1588
Exhibit B
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.
18.1.10 Tenant fails to remain a not-for-profit corporation at all times during the
Term of the Agreement.
19. Rights on Default.
19.1 Rights on Default:
In the event of any default by Tenant as provided herein, City shall have the option to do
any of the following, in addition to and not in limitation of,any other remedy permitted by law
or by this Agreement;
19.1.1 Terminate this Agreement, in which event Tenant shall immediately
surrender the Demised Premises to the City, but if Tenant shall fail to do so
the City may, without further notice, and without prejudice to any other
remedy the City may have for possession or arrearages in rent or damages
for breach of contract, enter upon the Demised Premises and expel or
remove Tenant and its effects in accordance with law, without being liable
for prosecution or any claim for damages therefore, and Tenant agrees to
indemnify and hold harmless the City for all loss and damage which the City
may suffer by reasons of such Agreement termination, whether through
inability to re-let the Demised Premises, or otherwise.
19.1.2 Declare the entire amount of the Base Rent and Additional Rent which would
become due and payable during the remainder of the term of this Agreement
to be due and payable immediately, in which event Tenant agrees to pay the
same at once, together with all rents therefore due, at the address of the
City, as provided in the Notices section of this Agreement; provided,
however, that such payment shall not constitute a penalty, forfeiture, or
liquidated damage, but shall merely constitute payment in advance of the
rents for-.the remainder of said term and such payment shall be considered,
construed and taken to be a debt provable in bankruptcy or receivership.
19.1.3 Enter the Demised Premises as the agent of Tenant, by force if necessary,
without being liable to prosecution or any claim for damages therefore;
remove Tenant's property there from; and re-let the Demised Premises, or
portions thereof, for such terms and upon such conditions which the City
deems, in its sole discretion, desirable, and to receive the rents therefore,
and Tenant shall pay the City any deficiency that may arise by reason of
such re-letting, on demand at any time and from time to time at the office of
the City;and for the purpose of re-letting,the City may(i)make any repairs,
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
Page 1930 of 1588
Exhibit B
deficiency as aforesaid. i
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 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:
Page 11101 of 1588
Exhibit B •
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 36 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 In connection with the enforcement of this Agreement by either party, each party
shall be responsible for their own costs and attorneys' fees.
21. Indemnification Against Claims.
21.1 Tenant agrees to indemnify,defend and hold harmless the City and its officers,employees,
agents, and contractors,from and against any and all actions(whether at law or in equity),
claims, liabilities, losses, and expenses, including, but not limited to, attorneys' fees and
costs,for personal,economic or bodily injury,wrongful death,loss of or damage to property,
which may arise or be alleged to have arisen from the negligent acts, errors, omissions or
other wrongful conduct of the Tenant, its officers, employees, agents, contractors, invitees
or guests; or in connection with, related to, or as a result of Tenant's use of the Demised
Premises. To that extent,Tenant shall pay all such claims and losses and shall pay all such
costs and judgments which may issue from any lawsuit arising from such claims and losses,
and shall pay all costs and attorneys' fees expended by the City in the defense of such
'claims and losses, including appeals.
21.2 Tenant agrees to pay for all damages to the Demised Premises and/or other facilities used
in connection therewith, caused by Tenant or any employee, agent, contractor, guest, or
invitee of Tenant.
22. Signs and Advertising.
Without the prior written consent of the City Manager,which consent, if given at all,shall be
at the City Manager's sole and absolute discretion,Tenant shall not permit the painting and
display of any signs, plaques, lettering or advertising material of any kind oh 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 andthe purchaser at such sale,or the lease of this building,
Page 11l 2 of 1588
Exhibit B
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 Tenant may,at any time thereafter,elect to
terminate this Agreement, and the Rent shall be adjusted accordingly.
25. Quiet Enioyment.
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
Page 111 3 of 1588
Exhibit B
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: President
Sobe Cats Spay& Neuter, Inc.
do Linda Diamond
428 Childers Street, PMB 24180
Pensacola, FL 32534
All notices shall be hand delivered and a receipt requested,or by certified mail with Return
receipt requested, and shall be effective upon receipt.
28. 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;
Page 1104 of 1588
Exhibit B
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
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
Page 1145 of 1588
Exhibit B
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: . '.
RAFAELGRANADO(o�MIAMIB EACH FL.GOV
PHONE: 305-673-7411
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.
Page 1156 of 1588
Exhibit B
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 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, public services, and in connection with its
membership or policies 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, hair texture and/or hairstyle,
domestic partner status, labor organization membership, familial situation, or
political affiliation.
Page 11167 of 1588
Exhibit B
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 projector 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
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
Page 11t 8 of 1588 ,
Exhibit B
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. 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.
33. 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.
34. 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.
35. 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.
36. 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
Page 11l 9 of 1588
Exhibit B
limitation placed upon the City's liability as set forth in Florida Statutes,Section 768.28.
37. 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;
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, are not surrendered at the end of the Term as provided in this section,
Tenant shall make good to 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.
38. Time is of the Essence.
Time is of the essence in every particular and particularly where the obligation to pay money
is involved.
39. 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.
40. 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.
41. 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
Page 11190 of 1588
Exhibit B
removed.
Tenant shall indemnify,defend, 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 42 shall
survive the termination or earlier expiration of this Agreement.
42. No Third Party Beneficiaries. The parties expressly acknowledge that it is not their
intent to create or confer any rights or obligations in or upon any third person or entity under
this Agreement.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
Page 1a41 of 1588
Exhibit B
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
Page 1,112 of 1588
Exhibit B
Attest: SOBE CATS SPAY& NEUTER, INC.
Signature/Corporate Secretary Linda Diamond, President
Print Name
Signature
Print Name
Date
CORPORATE SEAL
(affix seal here)
Page 1233 of 1588
Exhibit B
EXHIBIT 1
Demised Premises
•
Lots 1 and 2, Block 18, "Corrected Plat of Altos Del Mar No. 1", according to the Plat thereof, as
recorded in Plat Book 31, Page 40, of the Public Records of Miami-Dade County, Florida.
SITE
. 82nd STREET (HIBISCUS STREETPLAD
PRIM
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IL:
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LOCATr'N 5KETN
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it
-4
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•
81st STREET (GARDENIA ST. PLAT)
SKETCH PLAN
?MY flel GOWNS AVE
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Page 14 of 1588