Children's Cultural Coalition
0200'/- 2S73 '-I
LEASE AGREEMENT
THIS LEASE, executed this ItJI~ dayof ~SD1L ,2004, between the
City of Miami Beach, a Florida municipal corporation (Lessor), and The Children's
Cultural Coalition of Dade County, Inc., a Florida not-for-profit corporation (Lessee).
WITNESSETH:
The Lessor, for and in consideration of the rent herein reserved to be paid by the
Lessee, and in consideration of the covenants herein to be kept and performed by the
Lessee, does hereby lease and demise unto the Lessee the following described premises
(the Premises) situated in the City of Miami Beach, County of Dade, State of Florida:
Approximately one third (1iJ) of eight hundred forty (840) square feet of
administrative office space, as more specifically delineated in Exhibit A,
attached hereto and incorporated herein, located on the fourth floor (Suite
402) ofthe building located at 1701 Meridian Avenue, Miami Beach, Florida.
TO HAVE AND TO HOLD the Premises unto the Lessee, for a term of three
hundred sixty four (364) days beginning on the 1st day of February, 2005, and ending on
the 30th day of January, 2006, the Lessee yielding and paying to the Lessor the rental
sum of One Dollar 00/1 00 ($1.00) per year, for the Lease term, as agreed to by the parties
hereto, payable upon execution of this Agreement.
Lessee agrees to pay to Lessor as "minimum rent," without notice or demand, the
sum set forth above, as stipulated above, at the Commencement Date of the Lease Year
during the term thereof.
Lessee shall also pay as "additional rent", all sales, real estate, use or excise tax(es)
imposed, levied or assessed against the Premises or any other charge or payment
required here by any governmental authority having jurisdiction there over, even though the
taxing statute or ordinance may purport to impose such tax against Lessor. The payment of
sales tax shall be made by Lessee concurrently with payment of the minimum rent. Lessee
agrees that it will pay its Proportionate Share of real estate taxes, if applicable, assessed
against the Premises and its Proportionate Share of Operating Expenses in the Premises,
as set forth and defined in Paragraph 2 of this Agreement. Lessee's Proportionate Share
of real estate taxes will be paid upon demand accompanied by a copy of the paid tax bill.
Lessee's Proportionate Share of Operating Expenses as set forth in Paragraph 2 of this
Agreement, will be paid monthly (or as otherwise determined by Lessor). As used herein,
Lessee's "Proportionate Share" means a fraction, the numerator of which is the square
footage of the Premises and the denominator of which is the square footage of all of the
rentable area in the building of which the Premises is a part, including the square footage
of the Premises.
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Lessee shall be required to pay Lessor interest at the highest rate permitted by law
on any rents or other payments due Lessor hereunder that remain unpaid after its due
date; and, to the extent any payment of rent or other charge remains unpaid for a period of
ten (10) days after its due date, in addition to any other remedies, Lessee shall pay to
Lessor a late charge of fifty ($50.00) dollars to cover Lessor's additional administrative
expenses.
The Lessee agrees to keep, conform to and abide by each of the following covenants
which are hereby made conditions of this Lease:
1. To pay the minimum and additional rents set forth herein in advance, at the
times and in the manner aforesaid, and should the rents herein provided at any time
remain unpaid after same shall become due, the Lessor shall have such remedies as may
be granted pursuant to the laws of the State of Florida. All rent payments shall be made to
the Lessor at the following address: City of Miami Beach Finance Department, c/o
Revenue Supervisor, 1700 Convention Center Drive, Third Floor, Miami Beach, Florida,
33139, or at such other place as the Lessor may, from time to time, designate in writing.
2. "Operating Expenses" shall include all costs associated with the maintenance
and operation of the Premises, including utilities and Common Area Maintenance (CAM).
Utilities and CAM shall include, but are not limited to, electricity, water, gas and garbage
disposal. Effective February 1, 2005, and for the remaining term of this Lease, or any
extension thereof, Lessor and Lessee agree that the Lessee's negotiated contribution to
the Operating Expenses, as defined above, shall be One Hundred Dollars ($100.00) per
month, and shall be due and payable by the Lessee, without notice or demand, the
monthly sum set forth above, in advance, on or before the first day of each and every
successive calendar month during the term hereof. CAM costs shall be adjusted annually
to reflect the actual prorated share of the Operating Expenses in the event that costs
associated with the maintenance and operation of the Premises increases. Operating
Expenses for any period which is for less than one (1) month shall be a prorated portion of
the monthly installment herein based upon a thirty (30) day month.
3. The Lessee accepts the Premises in their present "as is" condition, and is
responsible for all interior modifications and maintenance, including entrance doors,
windows, and screens. Lessee must first obtain Lessor's written approval for any alteration,
additions and/or improvements to the Premises and then must pay for such modifications,
which shall become Lessor's permanent improvements upon completion. Detailed plans for
leasehold improvements shall be submitted to Lessor within thirty (30) days following
execution of this Agreement by the parties hereto. The Lessee shall have the right to use
any equipment, furnishing and fixtures left by Lessor on the Premises. Lessor represents
that such equipment, furnishing and fixtures, are to be used in their "as is" condition, and
that Lessee is solely responsible for maintaining same, at its sole cost and expense,
throughout the duration ofthis Agreement. In the event any of the aforesaid items are lost,
stolen or damaged, they shall be replaced or repaired at the sole cost and expense of
Lessee, ordinary wear and tear excepted. Upon expiration of this Agreement, Lessee shall
quietly and peacefully redeliver said equipment, furnishings and fixtures to Lessor. At its
option, Lessor may take inventory of the Premises, including all improvements, equipment,
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furnishings, and fixtures at any time prior to the commencement of, or during the term of,
this Lease.
4. Lessee agrees that any noise disturbance, inconvenience, disruption, failure
of any facilities, the shutting off of light or access to the Premises, or any other nuisance or
nuisances, caused by or due to any repairs, alterations, improvements, additions or
construction by the Lessor, its agents, servants or employees to any part or portion of the
building and for parking areas wherein the Premises are located, shall not be deemed or
construed as a breach or violation of the peaceful possession of the Premises on the part
of the Lessee. It is specifically further agreed that any such conditions shall not give rise to
any abatement, rebate or diminution of the rent reserved herein, nor to any liability or
responsibility by reason thereof on the part of the Lessee. However, if such conditions were
of such a nature that the Lessee was unable to use the Premises as provided herein, the
proportionate share of Operating Expenses, as described in Paragraph 3 above, shall be
prorated to include a credit for the period of time that the Premises were not tenable. In the
event that the Premises becomes untenable, the City must be advised immediately, in
writing, with regards to same.
5. It is understood that any property left on the Premises at the expiration of the
Lease, shall be considered abandoned and shall become and be deemed the property of
the Lessor.
6. Notwithstanding Paragraph 3 herein, at Lessor's discretion, any and all
alterations or additions made by the Lessee to or in the Premises, not approved by the
Lessor, shall at the request of the Lessor, at the expiration of the term of this Lease or
sooner termination thereof, be removed by the Lessee at its cost and expense and Lessee
further hereby agrees in such event, to restore the Premises to their original condition as of
the date of this Lease.
7. Lessee shall not assign Lessee's interest in this Lease, nor underlet the
whole or any part of the Premises, nor use the same for any purpose other than for use as
an administrative office for The Children's Cultural Coalition of Dade County, Inc.
without first obtaining the written consent to such assignment or underletting, or to such
change of purpose for the use of the Premises, from the Lessor, which consent shall be
given, if at all, at Lessor's sole discretion. Lessee further covenants that the Premises will
not be used for any purpose that will invalidate any policies of insurance now or hereafter
written on the building on which the Premises are located, or will increase the rate of
premium thereof.
8. Lessee shall use the Premises in accordance with all laws and ordinances
now or hereinafter applicable; also to exercise all reasonable care in the use of halls, stairs,
corridors, restrooms, and other fixtures and parts of the Premises used in common with
other tenants in said building which may be necessary for the preservation of the Premises
and comfort of the other tenants.
9. Lessee shall not permit or suffer any noise, disturbance or nuisance
whatsoever on the Premises detrimental to same or annoying to the neighbors, and the
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Lessee acknowledges that the Premises have been received in thoroughly good order,
tenantable condition and repair, of which the execution of this Lease, and taking
possession hereunder, shall be conclusive evidence. Lessee further acknowledges that no
representations as to the condition of the Premises have been made by the Lessor, or the
Lessor's agent, and that no obligation as to the repairing, adding to, or improving the
Premises has been assumed by the Lessor, and that no oral arrangements have been
entered into in consideration of making this Lease, and that this Lease contains a full
statement of the obligation of both parties hereto.
10. Lessee agrees to keep the interior of the Premises in good condition during
the continuation of the term herein demised, and every part thereof, including the
plumbing, doors and windows, and will keep the same in good, sound, clean condition and
repair, ordinary wear and tear, fire, hurricane or other act of God alone excepted, and will
not suffer or permit any strip or waste of the Premises.
11. Lessee shall permit the Lessor, or the Lessor's agent, at any reasonable time,
to enter and inspect the Premises, and make repairs, if in the Lessor's sole judgment, the
Lessor should elect to do so.
12. If the Lessee shall not pay the rents herein reserved at the time and in the
manner stated, or shall fail to keep and perform any other condition, stipulation or
agreement herein contained, on the part of the Lessee to be kept and performed, or if the
Lessee shall suffer to be filed against the Lessee and involuntary petition in bankruptcy or
shall be adjudged a voluntary or involuntary bankrupt or make an assignment for the
benefit of creditors, or should there be appointed a Receiver to take charge of the
Premises either in the State or Federal courts, or if the Lessee shall vacate or abandon the
Premises prior to the end of the term hereof, then, in any such events, the Lessor may, at
the Lessor's option and sole discretion, immediately terminate and end this Lease and re-
enter upon the Premises, whereupon the term hereby granted, and at the Lessor's option,
all of the Lessee's right, title and interest in this Lease shall end. The exercise of any
options herein contained shall not be deemed to be exclusive and the Lessor shall at all
times in the event of the Lessee's default hereunder, have such remedies as may be
provided by the laws of the State of Florida.
13. Notwithstanding Paragraph 12 above, this Lease Agreement may be
terminated without cause and for convenience of either party at any time during the term
specified, upon furnishing sixty (60) days written notice to the other party.
14. If the Lessee shall abandon or vacate the Premises when the same is open
for business and shall cease doing business in the Premises, then, at the option of the
Lessor, this Lease shall immediately terminate.
15. The Lessee pledges and assigns unto the Lessor all the furniture and
fixtures, goods and chattels of the Lessee, which may be brought or put on the Premises,
as security for the payment of the rent herein reserved, and as add itional consideration for
this Agreement.
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16. In the event the Premises, or any part thereof, shall at any time be destroyed
or so damaged by fire or other elements so as to be unfit for occupancy or use by the
Lessee, then and in that event, the Lessor shall have the option to terminate this lease or
to repair and rebuild the Premises. In the event the Lessor elects to exercise the option to
repair and rebuild, the same shall be done and completed within a reasonable time, but in
no event shall such time be more than sixty (60) days from the date of the initial damage or
destruction rendering the Premises untenantable.
17. The Lessee shall not attach any signs to the Premises, or place any lettering
on the plate glass windows, unless such signs, and such lettering, have been approved by
the Lessor, and are in conformance with all applicable municipal, County, State and
Federal laws.
18. At the expiration of the term hereof, the Lessee shall quietly and peaceably
deliver the Premises to the Lessor in the same repair and condition in which they were
received, ordinary wear and tear excepted.
19. The Lessor covenants that it will keep the exterior roof and walls of the
building in which premises are situated, in good repair. The Lessee shall give to the
Lessor seven (7) days written notice of needed repairs, and the Lessor shall have fifteen
(15) days thereafter within which to commence said repairs.
20. The terms Lessor and Lessee as herein contained shall include the singular
and/or plural, masculine, feminine, and/or neuter, and heirs, successors, personal
representatives and/or assigns of the parties hereto.
21. The failure of the Lessor in one or more instances to insist upon strict
performance or observance of one or more of the covenants or conditions hereof or to
exercise any remedy, privilege or option herein conferred upon or reserved to the Lessor,
shall not operate or be construed as a relinquishment or waiver for the future of such
covenant or condition or of the right to enforce the same or the exercise such privilege,
option, or remedy, but the same shall continue in full force and effect. The receipt by the
Lessor of rent, or additional rent, or any other payment required to be made by the Lessee,
or any part thereof, shall not be a waiver of any other additional rent or payment then due,
nor shall such receipt, though with knowledge of the breach of any covenant or condition
hereof, operate as or be deemed to be a waiver of such breach, and no waiver by the
Lessor of any of the provisions hereof, or any of the Lessor's rights, remedies, privileges or
options hereunder shall be deemed to have been made unless made by the Lessor in
writing. If the Lessor shall consent to the assignments of this Lease or to a subletting of all
or a part of the Premises, no further assignment or subletting shall be made without the
written consent of the Lessor first obtained. No surrender of the Premises for the remainder
of the term hereof shall be valid unless accepted by the Lessor in writing.
22. Lessee represents and warrants that there are no claims for broker's
commissions or finders' fees in connection with the execution of this Lease.
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23. Lessee shall not stock, use or sell any article or undertake any activity in the
Premises which may be prohibited by Lessor's insurance policies or which will increase any
insurance rates or premiums for which Lessor is responsible.
24. Should any mechanics' or other liens be tiled against the Premises or any
part thereof for any reason whatsoever by reason of Lessee's acts or omissions or
because of a claim against Lessee, Lessee shall cause the same to be canceled and
discharged, of record, by bond or otherwise within twenty (20 days after the filing of such
lien).
25. Intentionally Omitted.
26. I n the event that it shall become necessary for Lessor to employ the services
of an attorney to enforce any of its rights under this Lease or to collect any sums due to it
under this Lease or to remedy the breach of any covenant of this Lease on the part of the
Lessee to be kept or performed, regardless of whether suit be brought, Lessee shall pay to
Lessor such fee as shall be charged by Lessor's attorney for such services. Should suit be
brought for the recovery of possession of the Premises or for rent or any other sum due
Lessor under this Lease, or because of the breach of any of Lessee's covenants under this
Lease, Lessee shall pay to Lessor all expenses of such suit and any appeal thereof,
including a reasonable attorney's fee.
27. 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.
28. Notice shall be deemed properly given hereunder when made in writing and
deposited in the United States certified or registered mails, with sufficient postage prepaid
thereon to carry it to its addressed destination; and the said notices shall be addressed as
follows:
For the Lessor:
City Manager
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
With a copy to:
Asset Manager
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
For the Lessee:
George Neary, Executive Director
The Children's Cultural Coalition of Dade County, Inc.
1701 Meridian Avenue, Suite 402
Miami Beach, Florida 33139
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or to such other address as shall from time to time be supplied in writing by any party to the
other.
29. The Lessee shall indemnify, defend and hold Lessor harmless from any and
all claims, liability, losses, and causes of action which may arise out of Lessee's use of the
Premises under this Agreement and shall pay all claims and losses of any nature
whatsoever in connection therewith and shall defend all suits, in the name of Lessor, and
shall pay all costs (including attorney's fees) and judgments which may issue thereon. This
indemnification shall not be limited in any way by the type or amount of insurance carried
by Lessee. Lessee shall carry and maintain in full force and effect at all times during the
term of this Agreement the following insurance coverages:
a. Comprehensive General Liability in the minimum amount of Three Hundred
Thousand Dollars ($300,000) per occurrence for bodily injury and property
damage. This policy must also contain coverage for premises operation,
products and contractual liability.
b. The City must be named as an additional insured on the policies required
above. All Certificates of Insurance shall state: This insurance coverage is
primary to all other coverages provided by the City of Miami Beach.
c. Workers' Compensation and Employers' Liability to meet the statutory
requirements of the State of Florida.
d. 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.
e. Lessee shall furnish original certificates of insurance, evidencing the required
coverage, and receive approval of same, prior to the commencement of
operations.
f. Certificates of Insurance shall be approved by the City's Risk Manager and
kept on file in the Finance Department, Insurance and Safety Division, Third
Floor, City Hall.
30. Lessor desires to enter into this Lease only if in so doing Lessor can place a
limit on the Lessor's liability for any cause of action for money damages due to an alleged
breach by the Lessor of this Lease, so that its liability for any such breach never exceeds
the sum of $1 ,000.00. Lessee hereby expresses its willingness to enter into this Lease with
Lessee's recovery from Lessor for any damage action for breach of contract to be limited to
a maximum amount of the amount of $1,000.00.
Accordingly, and notwithstanding any other term or condition of this Lease, Lessor hereby
agrees that it shall not be liable to the Lessee for damages in an amount in excess of
$1,000.00, for any action or claim for breach of contract arising out of the performance or
non-performance of any obligations imposed upon the Lessor by this Lease. Nothing
contained in this paragraph or elsewhere in this Agreement is in any way intended to be a
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waiver of the limitation placed upon City's liability as set forth in Florida Statutes, Section
768.28.
31. Lessee agrees that there shall be no discrimination as to race, sex, sexual
orientation, color, creed, national origin, familial status, religion or handicap, in its
employment practice or in the use of the Premises under this Lessee Agreement; and
further, there shall be no discrimination regarding any use, service, maintenance, or
operation of Lessee under this Lease.
Pursuant to Sections 62-90 and 62-91, of Chapter 62, of the Miami Beach City Code
entitled "Human Relations", Lessee, by executing this Lease Agreement, certifies that it
does not discriminate in its membership or policies based on race, color, national origin,
religion, sex, sexual orientation, familial status or handicap.
32. This Agreement shall be governed by, and construed in accordance with, the
laws of the State of Florida, both substantive and remedial, without regard to principles of
conflict of laws. The exclusive venue for any litigation arising out of this Agreement shall
be Miami-Dade County, Florida, if in state court, and the U.S. District Court, Southern
District of Florida, if in federal court. BY ENTERING INTO THIS AGREEMENT,
DEVELOPER AND OWNER EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY
HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR ARISING
OUT OF, THIS AGREEMENT AND/OR THE GROUND LEASE.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the
day and year stated above.
Signed, sealed and delivered in the presence of:
By:
_~( fOA~
City Clerk
Attest:
Attest:
LESSEE:
The Children's Cultural Coalition of
Dade County, Inc.
Secretary
By:
"'-/c
President
By:
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