Amendment No. 1 to the Lease Agreement with Living Arts Trust, Inc.DocuSign Envelope ID:D34B6C7D-1EEE-424C-B8EA-AD6D7D3AESFD
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AMENDMENT NO.1 TO LEASE AGREEMENT
BETWEEN
THE CITY OF MIAMI BEACH
AND
LIVING ARTS TRUST,INC.
This Amendment No 1 (Amendment)to the Lease Agreement dated July 18,2019
(Agreement),by and between the City of Miami Beach,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),and LIVING ARTS
TRUST,INC,a Florida not-for-profit corporation d/b/a O CINEMA,having its principal
place of business at 1130 Washington Avenue,1"Floor South,Miami Beach,FL 33139
(Tenant),is entered into this day of 2024:
RECITALS JUN 1 8 2024
\
WHEREAS,the City owns the building located at 1130 Washington Avenue,and
WHEREAS,on May 8,2019,he Mayor and City Commission adopted Resolution
No.2019-30827 approving a Agreement between the City and Tenant for use of
approximately 2,523 square feet located on the 1°floor of the building (Demised
Premises),and
WHEREAS,on July 18,2019,the City and Tenant executed the Agreement,
having an initial term of five (5)years,commencing on August 1,2019 and ending on July
31,2024 with two (2)additional two (2)year renewal terms;and
WHEREAS,on April 4,2024,Tenant communicated to the City their interest in
exercising the first 2-year renewal term under the Agreement and the Interim City
Manager is in favor of approving this renewal term commencing on August 1,2024 and
ending on July 31,2026,and
WHEREAS,the insurance language needs to be updated to meet the City's
current coverage standards;and
WHEREAS,a new Section 40 (Inspector General Audit Rights)needs to be
included in the Agreement in order to comply with Section 2-256 of the City's Code.
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
foliows.
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 throug h and inserted
items underlined)as follows
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A Section 10 of the A greem ent is hereby am ended to read as follow s·
10 .Tenant's Insurance.
10 .1 Tenant shall,at its sole expense and responsibility,com ply w ith all insura nce
requirem e nts of the C ity.It is agreed by the parties that Tenant shall not occupy
the Dem ised Prem ises until pro of of the follow ing insurance coverages have been
review ed and approved by the City's R isk Manager:
10 .1 1 Com prehensive G e nera l Liability,in the minim um am ount of O ne Million
($1,0 00 ,0 00)Do llars (subject to adjustm ent fo r inflation)per occurrence for
bodily injury and property dam age.The C ity of Miam i Beach must be
nam e d as an additional insured on this policy.
10 1.2 W orkers Com pensation and Em ployers Li ability coverage in accordance
w ith Flo rida statutory requirem ents.
10 1.3 AI I-R isk pro perty and casualty insura nce,w ritten at a minim um of eighty
(8 0%)percent of replacem ent cost value and with replacem ent cost
endorsem ent,covering all leasehold im pro vem ents installed in the
D em ised Prem ises by or on behalf of Tenant and including w ithout
lim itatio n all of Tenant's personal pro perty in the Dem ised Prem ises
(including ,w itho ut lim itation,inventory ,trade fixtures,floor coverings,
furn iture,and other propert y rem ovable by Tenant under the provisions of
this A greem ent).
10 .1.4 Liquor Lia bility,in the m inim um am ount of O ne Million ($1,000,000)Dollars.
Tena nt_m ust obtain insurance policy appr oyal from the City's Risk_M anager
prior to the sale of any liquor on the Prem ises
10 .2 Proof of these coverages m ust be provided by subm itting originai certificates of
insurance to the C ity's Risk Manager and Asset Manager respectively All policies
m ust provide thirty (30)days written notice of cancellation to both the City's Risk
M anager and A sset Ma nage r (to be subm itted to the addresses set forth in Section
27 he reof).A ll insurance policies shall be issued by com panies authorized to do
business und er the law s of the State of Florida and m ust have a rating of +!/4 A-
or better per AM.Best's Key Rating G uide,latest edition,and certificates are
subject to the approval of the City's Risk Manager.
B.A new Sectio n 40 is hereby added to the Agre em ent as fo llow s
40.Inspector G e neral Audit Rights.
40.1 Pursua nt to S ection2-256 of the Code of the C ity of Miam i e ach the City
has established the O ffice of the Inspector G eneral w hich may,on a
rando m basis,perform review s,audits,inspections and in vestigations on
all C ity contracts,thro ughout the duration of said contra cts.This random
audit is se parate and distinct fro m any other audit perform ed by or on behalf
of the C ity.
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40 .2 The O ffice gf the Inspector general_is authorized to in vestigate Ci ty affairs
and em pow ered to review past,present and proposed City programs,
accounts,records,contracts and transactions.In addition,the Inspector
G eneral has the pow er to subpoena witnesses,adm inister oaths,require
the production of w itnesses and m onitor City projects and programs
Monitoring of an existing City pro ject or program may include a report
concern ing w hether the pro ject is on tim e,w ithin budget and in
confo rm ance w ith the contract docum ents and applicable law The
Inspector G eneral shall have the pow er to audit,investigate,monitor,
oversee,inspect and review operations,activities,performance and
procurem ent pro cess including but not lim ited to project design,bid
specifications,(bid/pro posal)subm ittals,activities of the Tenant,its
officers.agents and em ployees,lobbyists.City staff and elected officials to
ensure com pliance w ith the contract docum ents 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 O ffice of Inspector General.
40 .3 Upon ten (10)days w ritten notice to the Tenant,the Tenant shall make all
requested records and docum ents available to the Inspector General fo r
inspection and copyin g [he Inspector G eneral is em pow ered to retain_the
serv ices of independent private sector auditors tg audit_investigate,
m onitor,oversee,inspect and review operations activities.performance
and pro curem ent pro cess including but not lim ited to pro ject design,bid
specifications,(bid/pro posal)subm ittals,activities of the Tenant its officers.
agents and em ployees,lobbyists,City staff and elected officials to ensure
com pliance w ith the contract docum ents and to detect fraud and corruption
40 .4 The Inspector G eneral shall have the right to inspect and copy all
docum ents and records in the Tenant's possession,custody or control
which in the Inspector G enera l's sole judgm ent,pertain to performance of
the contract,including,but not lim ited to original estim ate files,change
order estim ate files,w orksheets,pro posals and agreem ents from and with
successful subcontractors and suppliers,all pro ject-related
correspondence,m em oranda,instructions,financial documents.
construction docum ents,(bid/proposal)and contract documents,back-
change docum ents,all docum ents and records w hich involve cash,tra de
or volum e discounts,insurance proceeds rebates,or dividends received
payro ll and personnel records and supporting docum entation fo r the
afo resaid docum ents and records.
40 .5 The Tenant shall make available at its office at all reasonable times the
re cords,materials,and other evidence re garding the acquisition (bid
preparation)and perform ance of this Agreement,fo r exam ination,audit,or
reproduction.until three(3)years after final payment under this Agreement
or fo r any longer period required by statute or by other clauses of this
A greem ent In addition
(A )If this Agreem ent is com pletely or partially term inated,the Tenant shall
m ake available records e lating to the work_term inated until_three (3)years
after any resulting final term ination settlement.and
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(B)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 sha__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.
3.RA T IF IC A TIO N.
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.
TH E RE M A IND E R O F THIS PA G E IS IN T ENTIO N A LLY LEFT BLA NK .
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IN WI T NE SS W H ER EO F the parties hereto ha ve ca used th is Am endm ent to be
execu ted by th er appro priate offici als ass of the date firs t entered abo ve
FOR CITY,
A TT EST
CITY OF MIAM I BEACH
8y GE«.»
-EAB8BAOBFB5E4CE...-Rafael E Granado,City Clerk
Date
peke;buttons
RIckelle Williams
Interim City Manager
FOR TENANT
ATTEST
e,i.a .6i
Name
LIVING ARTS TRUST,INC
Print Name
APPROVED AS TOFORM&LANGUAGE
&FOR EXECUTION
/-ts@y.i
4 fut A t!oro Un
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Facilities and Fleet Management D epartment
A sset M anagem ent D ivision
DATE:June 3,2024
TO:Rickelle Williams,Interim.City,Manager
FROM:Elizabeth Miro,lnt1ri~r,q~lities and Fleet
Dept .o...
SUBJECT:Amendment number one to Lease Agreement
Between City of Miami Beach (Landlord)and
Living Arts Trust (Tenant)
Routing 2d4cs-I X I Eric T.Carpenter,ACM I
For:
Information Only
Review and approval
X City Manager's Signature
Other Signature
Other
Comments:
Attached is an amendment to the Lease Agreement Between City of
Miami Beach (Landlord)and Living Arts Trust d/b/a O Cinema
(Tenant)
This amendment enhances the tenant's insurance requirements,
adds OIG auditing rights,and exercises the first 2-year renewal term
commencing August 1,2024 and ends on July 31,2026.
Return to:I Kevin Sanchez x 22992 I
Date Needed:
I I
JUN 18 2024