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LEASE AGREEMENT
THIS LEASE AGREEMENT, made this 6th day of July , 2005, by
and between the CITY OF MIAMI BEACH, a Florida municipal corporation, (hereinafter
referred to as "City" or "Landlord"), and MIAMI WORLD THEATER, INC., a Florida not-for-
profit corporation, (hereinafter referred to as "Tenant").
1. Demised Premises.
Landlord, 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 Landlord, those certain premises hereinafter referred to as the "Demised
Premises", located in the City of Miami Beach, 1701 Meridian Avenue (a.k.a. 777-
1 ih Street), Miami Beach, Florida 33139, and more fully described as follows:
Demised Premises shall include Suite 401 (approximately 1,440
square feet) and Suite 403 (approximately 1,250 square feet) for a
revised total of 2,690 square feet of leased space all within the
Property located at 1701 Meridian Avenue (alk/a 777 - 1 ih Street)
Miami Beach, Florida 33139. Demised Premises are specified in
"Exhibit A", which is hereby made a part of this Lease Agreement.
2. Term.
2.1. The Tenant shall be entitled to have and to hold the Demised Premises for a
term of six (6) months, commencing on the 1 st day of July, 2005
(Commencement Date), and ending on the 31 st day of December, 2005.
3. Rent.
3.1 Base Rent:
Base Rent for the Demised Premises shall begin to accrue on July 1, 2005
(the Commencement Date), and shall be based upon a total leasable space
of 2,690 square feet.
3.1.1 Base Rent for the Demised Premises, for the Term provided
herein, shall total one dollar ($1.00), payable in monthly
installments of sixteen cents ($0.16).
3.1.2 Base Rent shall be due and payable on the first day of each
month throughout the term herein.
3.2 Additional Rent:
In addition to the monthly Base Rent, as set forth in Section 3.1,
commencing on July 1 , 2005, and thereafter due and payable on the first day
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of each month throughout the Term herein, Tenant shall also pay to Landlord
the monthly Additional Rent as provided below:
3.2.1 Operating Expenses: Tenant shall pay Landlord one thousand
eighty dollars and forty-three cents ($1,080.43) per month,
towards "Operating Expenses" which are defined as follows:
"Operating Expenses" shall mean the total cost and expenses
incurred by Landlord in operating, repairing, and maintaining the
Common Facilities (hereinafter defined) actually used, or the
Common Facilities (hereinafter defined) available for use by the
Tenant and its employees, agents, servants, customers and
invitees, excluding only the items included within the Base Rent
amount.
"Common Facilities" shall mean all areas, space, equipment and
special services, including without limitation, water service to the
building, sewer service to the building, trash removal from the
building, costs incurred for gardening and landscaping, repairing
and maintaining elevator(s), painting, janitorial services (except for
areas within the Demised Premises), lighting, cleaning, striping,
policing, removing garbage and other refuse and trash, removing
ice and snow, repairing and maintaining sprinkler systems, water
pipes, air-conditioning systems, temperature control systems, and
security systems, fire alarm repair and maintenance and other
equipment in the common areas and the exterior and structural
portions of the building, paving and repairing, patching and
maintaining the parking areas and walkways, and cleaning
adjacent areas, management fees and the Landlord's employment
expenses to employees furnishing and rendering any services to
the common areas, together with an additional administration
charge equal to fifteen percent (15%) of all other expenses
included in the annual common area expenses, provided by the
Landlord for the common or joint use and/or benefit of the
occupants of 777-1ih Street, their employees, agents, servants,
customers and other invitees.
Tenant agrees and understands that the costs incurred by the
Landlord for Operating Expenses may increase or decrease, and
as such the Tenant's pro-rata share of Operating Expenses shall
increase or decrease accordingly.
3.2.2 Property Taxes:
The Property Tax Payment shall be payable by Tenant, in
accordance with Section 11. The Property Tax Payment for 2005
is estimated at two hundred sixty-two dollars and twenty-six
cents ($262.26) per month.
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3.2.3 Insurance:
Tenant shall pay to Landlord one hundred fifty-seven dollars
and fifteen cents ($157.15) per month, toward estimated
insurance costs incurred by Landlord (Landlord's Insurance) to
insure the whole of the building and property at 777 _17th Street.
The preceding insurance coverage is in addition to the insurance
required pursuant to Section 10, which shall be obtained at
Tenant's sole cost and expense.
3.3 Scheduled Annual Rent Increases:
INTENTIONALLY OMMITTED
3.4 Sales Tax:
Concurrent with the payment of the monthly installment of Base Rent and
Additional Rent provided herein, the Tenant shall also include any and all
additional sums for all applicable sales and use tax, as now, or hereafter be
prescribed by State, Federal or local law, and now described by Florida
Statute 212.031, presently at the rate of seven (7%) percent of the rental
payments.
4. Location for Payments.
All rents or other payments due hereunder shall be paid to the City of Miami Beach
at the following address:
City of Miami Beach
Finance Department
c/o Revenue SupeNisor
1700 Convention Center Drive
Miami Beach, Florida 33139
5. Parkinq.
Tenant may request, from the City's Parking Department, the use of parking
space(s), if available, at Municipal Parking Garage 2-G located on 17'h Street and
Meridian Court. Rates for said space(s) are subject to change, and are currently
$60.00 per month, plus applicable sales and use tax per space.
6. Security Deposit.
INTENTIONALLY OMITTED.
7. Use and Possession of Demised Premises.
7.1 The Demised Premises shall be used by the Tenant solely as office space
for Miami World Theater's operations in connection to its Miami World
Theater Festival scheduled for October 2005. Said Premises shall be open
for operation a minimum of five (5) days a week, with normal hours of
operation being from 6:00 A.M. to 6:00 P.M., seven days per week.
These hours of operation may be extended daily, until 12:00 Midnight, at
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Tenant's option. Tenant shall not otherwise modify the days or hours of
operation without the prior written approval of the City Manager, which
approval shall not be unreasonably withheld. Nothing herein contained shall
be construed to authorize hours contrary to the laws governing such
operations.
7.2 It is understood and agreed that the Demised Premises shall be used by the
Tenant during the term of this Lease only for the above purposes, and for no
other purposes or uses whatsoever. Tenant will not make or permit any use
of the Demised Premises that, directly or indirectly, is forbidden by public
law, ordinance or government regulation, or that may be dangerous to life,
limb or property. Tenant may not commit waste on the Demised Premises,
use the Demised Premises for any illegal purpose, or commit a nuisance on
the Demised Premises. In the event that the Tenant uses the Demised
Premises for any purposes not expressly permitted herein, then the Landlord
may declare this Lease in default pursuant to Section 18, or without notice to
Tenant, restrain such improper use by injunction or other legal action.
8. Improvements.
8.1 Tenant shall, at its own cost and expense, construct or cause to be
constructed, all improvements to the Demised Premises reasonably
necessary for it to carry on its permitted use(s), as set forth above. The plans
for such improvements shall be submitted to the Landlord for the Landlord's
prior written consent, which will not be unreasonably withheld or delayed. All
permanent (fixed) improvements to the Demised Premises shall remain the
property of the Landlord upon termination of the Lease. Upon the lawful
termination of the Lease, all personal property and trade fixtures may be
removed by the Tenant from the Demised Premises without damage to the
Demised Premises. The failure of Tenant to complete the improvements and
be granted a Certificate of Occupancy within a reasonable time from the date
of execution of this Lease shall be deemed a default by Tenant. Tenant will
permit no liens to attach to the Demised Premises arising from, connected
with or related to the construction of the improvements. Moreover, such
construction shall be accomplished through the use of licensed, reputable
contractors who are acceptable to Landlord. Any and all permits and or
licenses required for the installation of improvements shall be the sole
responsibility of Tenant.
8.2 The above requirements for submission of plans and the use of specific
contractors shall not apply to maintenance or repairs which do not exceed
$1,000.00, provided that the work is not structural, and provided that it is
permitted by applicable law.
8.3 INTENTIONALLY OMITTED
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9. Landlord's Riqht of Entry.
9.1 The Landlord, or its authorized agent or agents, shall have the right to enter
upon the Demised Premises at all reasonable times for the purpose of
inspecting same, preventing waste, making such repairs as the Landlord may
consider necessary and for the purpose of preventing fire, theft or vandalism.
However, Landlord agrees that whenever possible, Landlord shall provide
reasonable notice, in writing, to Tenant, unless the need to enter the
Demised Premises is an emergency, as deemed by Landlord at its 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 Landlord to do any work that under any provisions of
this Lease the Tenant may be required to periorm, and the performance
thereof by the Landlord 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 Landlord, or its agents, may enter the
Demised Premises by master key, or may forcibly enter the Demised
Premises without rendering the Landlord or such agents liable therefore.
9.3 Tenant shall furnish Landlord duplicate keys to all locks including exterior
and interior doors upon the effective date of this Lease Agreement. Tenant
shall not change the locks to the Demised Premises without the prior written
consent of Landlord, not to be unreasonably withheld, and in the event such
consent is given Tenant shall furnish Landlord duplicate keys to said locks in
advance of their installation.
10. Tenant's Insurance.
10.1 The Tenant shall, at its sole cost and expense, comply with all insurance
requirements of the Landlord. It is agreed by the parties that the Tenant
shall not occupy the Demised Premises until proof of the following insurance
coverages have been furnished to and approved by the City's Risk Manager:
10.1.1 Comprehensive General Liability in the minimum amount of
$1,000,000 per occurrence for bodily injury and property damage.
The City of Miami Beach and the Miami Beach Redevelopment
Agency must be named as additional insured parties on this
policy.
10.1.2 Workers Compensation and Employers Liability coverage In
accordance with Florida statutory requirements.
10.1.3 All-Risks property and casualty insurance, written at a minimum of
80% of replacement cost value and with replacement cost
endorsement, covering all of Tenant's personal property in the
Demised Premises (including, without limitation, inventory, trade
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fixtures, floor coverings, furniture and other property removable by
Tenant under the provisions of the Lease) and all leasehold
improvements installed in the Demised Premises by or on behalf
of Tenant.
10.2 Proof of these coverages must be provided by submitting original certificates
of insurance. All policies must provide thirty (30) days written notice of
cancellation to both the City's Risk Manager and Asset Manager at 1700
Convention Center Drive, Miami Beach, Florida, 33139. 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.
11. Property Taxes and Assessments.
For the purposes of this Section and other provisions of this Lease:
11.1 The term "Property Taxes" shall mean (i) the real estate taxes, assessments,
and special assessments of any kind which may be imposed upon the tax lot
on which the building is constructed (the "Land") and (ii) any expenses
incurred by Landlord 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 151 of each year.
11.3 The term "Tenants Proportionate Share" shall mean the ratio that the square
footage of the Demised Premises bears to the square footage of the leasable
space in the entire building.
11.4 Tenant shall pay, as Additional Rent pursuant to Section 3.2.2, for such
Property Tax Year an amount ("Property Tax Payment") equal to Tenant's
Proportionate Share of the Property Taxes, if any, for such Property Tax
Year. If a Property Tax Year ends after the expiration or termination of the
term of this Lease, the Property Tax Payment therefore shall be prorated to
correspond to that portion of such Property Tax Year occurring within the
term of this Lease. The Property Tax Payment shall be payable by Tenant
along with the rent on the first day of each month in accordance with the
provisions of Section 3.3.2. The monthly Property Tax Payment shall be
equivalent to 1/12'h of the estimated yearly taxes, based on the previous
year's actual taxes. A copy of the tax bill(s) or other evidence of such taxes
issued by the taxing authorities, together with Landlord's computation of the
Property Tax Payment, will be made available to Tenant once received from
the taxing authorities, if requested by Tenant. Tenant shall pay any
difference in the amount between the estimated property taxes and the
actual property taxes to Landlord immediately upon receipt of request for
said payment from the Landlord.
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12. AssiQnment and Subletting.
12.1. Tenant shall not have the right to assign or sublet the Demised Premises, in
whole or in part, without the prior written consent of Landlord. Such written
consent is not a matter of right and Landlord 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 Lease.
A sale or transfer of a majority interest of the stock of Tenant's corporate
entity shall be deemed an assignment, and for purposes of this Lease
Agreement, the Landlord shall have the right to approve the new majority
owner. Said approval shall be provided in writing. A change in majority
interest shall not be deemed to occur if ownership interests change among
any of the Tenant's current shareholders. However, any such change in
majority interest shall be communicated to the Landlord in writing
immediately upon said occurrence. Tenant is prohibited from assigning or
subletting this Lease to any person or entity which is not of the same or
higher financial responsibility as Tenant, as shall be determined by Landlord,
in its sole judgment and discretion.
12.2 Any consent by the Landlord to any act of assignment shall apply only to the
specific transaction thereby authorized. Such consent shall not be construed
as a waiver of the duty of the Tenant or the legal representatives or assigns
of the Tenant, to obtain from the Landlord consent to any other or
subsequent assignment, or as modifying or limiting the rights of the Landlord
under the foregoing covenants of the Tenant not to assign without such
consent.
12.3 Any violation of the provisions of this Lease, whether by act or omissions, by
assignee, sub-tenant, or under-tenant or occupant, shall be deemed a
violation of such provision by the Tenant, it being the intention and meaning
of the parties hereto, that the Tenant shall assume and be liable to the
Landlord for any and all acts and omissions of any and all assignees, sub-
tenants, or under-tenants or occupants. If the Lease be assigned, the
Landlord may and is hereby empowered to collect rent from the assignee; if
the Demised Premises or any part thereof be underlet or occupied by any
person, other that the Tenant, the Landlord, in the event of the Tenant's
default, may, and is hereby empowered to, collect rent from the under-tenant
or occupants; in either of such events, the Landlord may apply the net
amount received by it for rent herein reserved, and no such collection shall
be deemed a waiver of the covenant herein against assignment or the
acceptance of the assignee, under-tenant or occupant as tenant, or a
release of the Tenant from the further periormance of the covenants herein
contained on the part of the Tenant.
13. Maintenance and Repair.
13.1 Tenant shall maintain the Demised Premises and the fixtures and
appurtenances therein, and at its sole cost and expense shall make all
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repairs thereto as and when needed to preserve them in good working order
and condition. Landlord shall be responsible for the maintenance of the roof,
the exterior of the building, the structural electrical and plumbing (otherthan
plumbing surrounding any sink within the Demised Premises), the common
areas and the chilled water supply system. Landlord shall maintain and/or
repair those items that it is responsible for, so as to keep same in proper
working condition. Tenant shall also be responsible for all interior walls and
the interior and exterior of all windows and doors, as well as immediate
replacement of any and all plate glass or other glass in the Demised
Premises which may become broken using glass of the same or better
quality, at its sole cost and expense.
Tenant agrees and understands, that If Landlord provides a separate air-
conditioning unit for the Demised Premises, Landlord, at its sole discretion,
Landlord may require that Tenant obtain, at any time during the Term of this
Lease Agreement, and continuously maintain in good standing, at Tenant's
expense, throughout the Term of the Lease Agreement, a maintenance and
repair contract, approved by Landlord, with a service company previously
approved in writing by Landlord, providing for the preventative maintenance
and repair of all heating/ventilation/air-conditioning (HV AC) equipment
servicing the Demised Premises. In the event that Landlord notifies Tenant
that it will require Tenant to contract for said maintenance and repair
services, Tenant shall provide to Landlord, in writing, within ten (10) business
days, the name(s) and telephone number(s) of service company(ies) for the
Landlord's review and approval. Tenant shall provide a copy of a current,
enforceable and fully executed maintenance and repair contract, no later
than ten (10) business days after receipt of Landlord's approval of the
service company, as proof of Tenant's compliance with this provision.
If Landlord provides a separate air-conditioning unit for the Demised
Premises, as provided above, Tenant may request that Landlord inspect
same to ensure that it is in proper working order. If the unit is not in proper
working order, Landlord shall, at its sole discretion, repair or replace the unit.
13.2 All damage or injury of any kind to the Demised Premises and to its fixtures,
glass, appurtenances, and equipment, if any, or to the building fixtures,
glass, appurtenances, and equipment, if any, except damage caused by the
wrongful acts or negligence of the Landlord, shall be the obligation of Tenant,
and shall be repaired, restored or replaced promptly by Tenant at its sole
cost and expense to the satisfaction of Landlord.
13.3 All of the aforesaid repairs, restorations and replacements shall be in quality
and class equal to 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 Landlord, at the expense of Tenant, and all sums
spent and expenses incurred by Landlord shall be collectable as Additional
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Rent and shall be paid by Tenant within ten (10) days after rendition of a bill
or statement thereof. IN ALL OTHER RESPECTS, THE DEMISED
PREMISES ARE BEING LEASED IN ITS PRESENT "AS IS" CONDITION.
13.5 It shall be Tenant's obligation to insure that any renovations, repai rs 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.
14. Governmental Requlations.
The 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 cost and expense. The
Tenant shall pay all cost, expenses, claims, fines, penalties, and damages that may
be imposed because of the failure of the Tenant to comply with this Section, and
shall indemnify and hold harmless the Landlord 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 leased 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
Landlord reasonable security as may be demanded by Landlord to insure payment
thereof and prevent sale, foreclosure, or forfeiture of the premises or improvements
by reasons of such non-payment. Such security need not exceed one and one half
(1-1/2) 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 Landlord, or Tenant
may "bond off" the lien according to statutory procedures. Tenant will immediately
pay any judgment rendered with all proper cost and charges and shall have such
lien released or judgment satisfied at Tenant's own expense.
16. Enforcement.
Tenant agrees to pay the Base Rent and any Additional Rent herein reseNed at the
time and in the manner aforesaid, and should said rents herein provided, at any
time remain due and unpaid for a period of fifteen (15) days after the same shall
become due, the Landlord may exercise any or all options available to it hereunder,
which options may be exercised concurrently or separately or the Landlord may
pursue any other remedies enforced by law.
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17. Condemnation.
17.1 If at any time during the term of this Lease and any renewal term hereunder,
all or any part or portion of the building in which the Demised Premises are
located, sufficient in size, to cause the Demised Premises to be
untenantable, is taken, appropriated, or condemned by reason of Eminent
Domain proceedings (except if the Eminent Domain proceedings are initiated
by the City of Miami Beach), then this Lease 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 Lease or anything contained therein, except that any rent
prepaid beyond the date of such taking shall be prorated to such date, and
the Tenant shall pay any and all rents, additional rents, utility charges, or
other costs including excess taxes for which it is liable under the terms of this
Lease, 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 Landlord in any such Eminent
Domain proceeding, excepting, however, the Tenant shall have the right to
claim and recover from the condemning authority, but not from the Landlord,
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 Landlord's option, any of the following shall constitute an Event of
Default under this Lease:
18.1.1 The Base Rent, Additional Rent, or any installment thereof is not
paid promptly when and where due within fifteen (15) days of due
date and if Tenant shall not cure such failure within five (5) days
after receipt of written notice from Landlord specifying such
default;
18.1.2 Any other payment provided for under this Lease is not paid
promptly when and where due;
18.1.3 The Demised Premises shall be deserted, abandoned, or vacated;
18.1.4 The 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 Landlord specifying any such default;
or such longer period of time acceptable to Landlord, at its sole
discretion;
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18.1.5 Receipt of notice of violation from any governmental authority
having jurisdiction dealing with a code, regulation, ordinance orthe
like, which remains uncured for a period of thirty (30) days from its
issuance, or such longer period of time acceptable to Landlord, at
its sole discretion;
18.1.6 Any petition is filed by or against Tenant under any section or
chapter of the Bankruptcy Act, as amended, which remains
pending for more than sixty (60) days, or any other proceedings
now or hereafter authorized by the laws of the United States or of
any state for the purpose of discharging or extending the time for
payment of debts;
18.1 . 7 Tenant shall become insolvent;
18.1.8 Tenant shall make an assignment for benefit of creditors;
18.1.9 A receiver is appointed for Tenant by any court and shall not be
dissolved within thirty (30) days thereafter; or
18.1.10 The leasehold interest is levied on under execution.
19. Rights on Default.
19.1 Riqhts on Default:
In the event of any default by Tenant as provided herein, Landlord 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 Lease;
19.1.1 Terminate this Lease, in which event Tenant shall immediately
surrender the Demised Premises to Landlord, but if Tenant shall
fail to do so Landlord may, without further notice, and without
prejudice to any other remedy Landlord may have for possession
or arrearages in rent or damages for breach of contract, enter
upon Demised Premises and expel or remove Tenant and his
effects in accordance with law, without being liable for prosecution
or any claim for damages therefore, and Tenant agrees to
indemnify and hold harmless Landlord for all loss and damage
which Landlord may suffer by reasons of such Lease termination,
whether through inability to re-Iet the Demised Premises, or
through decrease in rent, 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 Lease 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 Landlord, as provided in the
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Notices section of this lease; 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 landlord deems, in its sole discretion,
desirable, and to receive the rents therefore, and Tenant shall pay
Landlord 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 landlord; and for the purpose of re-Ietting, landlord 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 Landlord any deficiency as
aforesaid.
19.1 .4 Take possession of any personal prope rty 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 the 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 lease 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
Landlord'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 days
of the due date. In addition, there will be a late charge of $50.00
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,
Landlord may pay such expense but landlord shall not be
obligated to do so. Tenant upon landlord's paying such expense
shall be obligated to forthwith reimburse landlord for the amount
thereof. All sums of money payable by Tenant to landlord
hereunder shall be deemed as rent for use of the Demised
Premises and collectable by landlord from Tenant as rent, and
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shall be due from Tenant to Landlord on the first day of the month
following the payment of the expense by Landlord.
19.1.7 The rights of the Landlord under this Lease shall be cumulative
but not restrictive to those given by law and failure on the part of
the Landlord to exercise promptly any rights given hereunder shall
not operate to waive or to forfeit any of the said rights.
19.2 Default bv Landlord:
The failure of Landlord to perform any of the covenants, conditions 1nd
agreements of the Lease which are to be performed by Landlord and the
continuance of such failure for a period of thirty (30) days after notice thereof
in writing from Tenant to Landlord (which notice shall specify the respects in
which Tenant contends that Landlord failed to perform any such covenant,
conditions and agreements) shall constitute a default by Landlord, unless
such default is one which cannot be cured within thirty (30) days because of
circumstances beyond Landlord's control, and Landlord 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 Landlord fails to perform within the initial 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 the
Tenant, then such failure to perform (regardless of circumstances beyond its
control) as indicated above, shall constitute a default by Landlord.
19.3 Tenant's Riqhts on Default:
If an event of Landlord'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
Lease (and all of its obligations hereunder by giving notice of such election to
Landlord, whereupon this Lease shall terminate as of the date of such
notice), to specifically enforce Tenant's rights; and/or to enjoin Landlord.
20. Indemnitv Against Costs and Charqes.
20.1 The Tenant shall be liable to the Landlord for all costs and charges,
expenses, reasonable attorney's fees, and damages which may be incurred
or sustained by the Landlord, by reason of the Tenant's breach of any of the
provisions of this Lease. Any sums due the Landlord under the provisions of
this item shall constitute a lien against the interest of the Tenant and the
Demised Premises and all of Tenant's property situated thereon to the same
extent and on the same conditions as delinquent rent would constitute a lien
on said premises and property.
20.2 If Tenant shall at any time be in default hereunder, and if Landlord shall
deem it necessary to engage an attorney to enforce Landlord's rights and
13
Tenant's obligations hereunder, the Tenant will reimburse the Landlord for
the reasonable expenses incurred thereby, including, but not limited to, court
costs and reasonable attorney's fees, whether suit be brought or not and if
suit be brought, then Tenant shall be liable for expenses incurred at both the
trial and appellate levels.
21. Indemnification Aqainst Claims.
21.1 The Tenant shall indemnify and save the Landlord harmless from and
against any and all claims or causes of action (whether groundless or
otherwise) by or on behalf of any person, firm, or corporation, for personal
injury or property damage occurring upon the Demised Premises or upon any
parking lot or other facility or appurtenance used in connection with the
Demised Premises, occasioned in whole or in part by any of the following:
21.1.1 An act or omission on the part of the Tenants, or any employee,
agent, invitee, or guest, assignee or sub-tenant of the Tenant;
21.1.2 Any misuse, neglect, or unlawful use of the Demised Premises or
the building in which the Demised Premises is located or any of its
facilities by Tenant, or any employee, agent, invitee, or guest,
assignee or sub-tenant or the Tenant, but not to include
trespassers upon the Demised Premises;
21.1.3 Any breach, violation, or non-pertormance of any undertaking of
the Tenant under this Lease;
21 .1.4 Anything growing out of the use or occupancy of the Demised
Premises by the Tenant or anyone holding or claiming to hold
through or under the Lease.
21.2 Tenant agrees to pay all damages to the Demised Premises or other facilities
used in connection therewith, caused by the Tenant or any employee, guest,
or invitee of the Tenant.
22. Siqns and Advertisinq.
Without the prior written consent of Landlord, Tenant shall not permit the painting
and display of any additional signs, plaques, lettering or advertising material of any
kind on or near the Demised Premises, which were not existing and at the time of
Landlord's acquisition of the property (see Section 8.3). All additional signage shall
comply with signage standards established by Landlord and comply with all
applicable building codes, and any other Municipal, County, State and Federal laws.
23. Effect of Conveyance.
The term "Landlord" as used in the Lease 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
Landlord shall be and hereby is entirely freed and relieved of all covenants and
14
obligations of the Landlord hereunder, and it shall be deemed and construed
without further agreement between the parties, or between the parties and the
purchaser at such sale, or the lease of this building, that the purchaser or Tenant
has assumed and agreed to carry out all covenants and obligations of the Landlord
hereunder.
24. Damaqe to the Demised Premises.
24.1 The building in which the Demised Premises are located is insured under
Landlord's fire insurance policy. 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 Landlord, in
whole or in part, and such damage is covered by Landlord's insurance, if
any, (hereinafter referred to as "such occurrence"), Landlord, shall, as soon
as possible after such occurrence, utilize the insurance proceeds to cause
such damage to be repaired and the rent shall not be abated. If by reason of
such occurrence, the Demised Premises shall be rendered untenantable, as
determined by Landlord, only in part, Landlord 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, if the Demised
Premises are by reason of such occurrence, rendered more than 50% but
less than 100% untenantable, as determined by Landlord, Landlord shall
promptly obtain a good faith estimate of the time required to render the
Demised Premises tenantable. If such time exceeds sixty (60) days, the
Tenant shall have the option of canceling this Lease, which option shall be
exercised by Tenant in writing within ten (10) days of receipt of notice of
same from Landlord.
24.2 If the Demised Premises shall be rendered wholly untenantable by reason of
such occurrence, the Landlord shall utilize the insurance proceeds to cause
such damage to be repaired and the rent meanwhile shall be abated in
whole; provided, however, that Landlord 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 lease 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, the Tenant shall
have the right, to be exercised by notice in writing, delivered to Landlord
within thirty (30) days from and after said occurrence, to elect to terminate
this lease, the rent to be adjusted accordingly. Notwithstanding any clause
contained in this Section, if Landlord becomes self insured or the damage is
not covered by Landlord's insurance, then Landlord shall have no obligation
to repair the damage, but Landlord 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 the
lease, and the rent shall be adjusted accordingly.
15
25. Quiet Enioyment.
The 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 lease.
26. Waiver.
26.1 It is mutually covenanted and agreed by and between the parties hereto that
the failure of landlord to insist upon the strict performance of any of the
conditions, covenants, terms or provisions of this lease, 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
landlord to declare a forfeiture on account of the violation of such term if
such violation by continued or repeated subsequently and any express
waiver shall not affect any term other than the one specified in such waiver
and that one only for the time and in the manner specifically stated.
26.3 The receipt of any sum paid by Tenant to landlord 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 landlord.
27. Notices.
The addresses for all notices required under this lease 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 copies to: Asset Manager
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
TENANT: Miami World Theater, Inc.
1701 Meridian Avenue
Suite 401 & 403
Miami Beach, Florida 33139
Attn: Carmen Ramia, President
16
With copy to:
Morella Ramia
10820 NW 5151 Trail
Doral, Florida 33178
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. Entire and BindinQ AQreement.
This Lease 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 Landlord and
Tenant and their respective successors and assigns, except as may be otherwise
expressly provided in this Lease.
29. Provisions Severable.
If any term or provision of this Lease or the application thereof to any person or
circumstance shall, to any extent, be invalid or unenforceable, the remainder of this
Lease, 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 Lease shall be valid and be enforced to
the fullest extent permitted by law.
30. Captions.
The captions contained herein are for the convenience and reference only and shall
not be deemed a part of this Lease or construed as in any manner limiting or
amplifying the terms and provisions of this Lease to which they relate.
31. 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.
32. GoverninQ Law.
This Lease shall be governed by and construed in accordance with the law of the
State of Florida.
33. Limitation of Liabilitv.
The Landlord desires to enter into this Agreement only if in so doing the Landlord
can place a limit on Landlord's liability for any cause of action for money damages
due to an alleged breach by the Landlord of this Agreement, so that its liability for
any such breach never exceeds the sum of Ten Thousand Dollars and no/100
($10,000.00). Tenant hereby expresses its willingness to enter into this Agreement
with the Tenant's recovery from the Landlord for any damage action for breach of
contract to be limited to a maximum amount of Ten Thousand Dollars ($10,000.00).
Accordingly, and notwithstanding any other term or condition of this Agreement,
Tenant hereby agrees that the Landlord shall not be liable to Tenant for damage in
an amount in excess of Ten Thousand ($10,000.00) Dollars for any action or claim
for breach of contract arising out of the performance or non-performance of any
17
obligations imposed upon the Landlord by this Agreement. Nothing contained in this
Section or elsewhere in this Agreement is in any way intended to be a waiver of the
limitation placed upon Landlord's liability as set forth in Florida Statutes, Section
768.28.
34. Surrender of the Demised Premises.
The 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 Landlord the Demised Premises, together with any and all equipment,
fixtures, furnishings, appliances or other personal property, if any, located at or on
the Demised Premises and used by Tenant in the maintenance, management or
operation of the Demised Premises, excluding any trade fixtures or personal
property, if any, which can be removed without material injury to the Demised
Premises, free of all liens, claims and encumbrances and rights of others or broom-
clean, together with all structural changes, alterations, additions, and improvements
which may have been made upon the Demised Premises, in good order, condition
and repair, reasonable wear and tear excepted, subject, however, to the
subsequent provisions of this Article. 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 Lease and is not so removed may, at the option of the Landlord,
be deemed abandoned by the Tenant, and either may be retained by the Landlord
as its property or may be removed and disposed of at the sole cost of the Tenant in
such manner as the Landlord may see fit. If the Demised Premises and personal
property, if any, be not surrendered at the end of the term as provided in this
Section, the Tenant shall make good the Landlord all damages which the Landlord
shall suffer by reason thereof, and shall indemnify and hold harmless the Landlord
against all claims made by any succeeding tenant or purchaser, so far as such
delay is occasioned by the failure of the Tenant to surrender the Demised Premises
as and when herein required.
35. Time is of the Essence.
Time is of the essence in every particular and particularly where the obligation to
pay money is involved.
36. Venue.
This Lease 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.
LANDLORD AND TENANT HEREBY KNOWINGLY AND INTENTIONALLY
WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING
THAT THE LANDLORD AND TENANT MAY HEREIN AFTER INSTITUTE
AGAINST EACH OTHER WITH RESPECT TO ANY MATTER ARISING OUT OF
OR RELATED TO THIS LEASE AGREEMENT.
(Authorizing signatures, attestation, and corporate seals on following page)
18
IN WITNESS WHEREOF, the parties hereto have caused these presents to be signed by
the respective duly authorized officers, and the respective corporate seals to be affixed this
(')1fA day of .fa l Y , 2005.
ATTEST:
LANDLORD:
tIlw~.. fcucL
CITY CLERK
I
BY:~/
Robert Parcher
LJc0
TENANT:
BY:
C2lA-uD\A U(2'D~cTA
(Print Name)
CORPORATE SEAL
(affix here)
F:\DDHP\$ALL \ASSET\777 -17th Street\MiamiW orldTheater2.LEASE.DOC
19
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fl if/MIAMI BEACH
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. II}
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MAYOR
David Dermer
MIAMI W??TD THEATER, INC.
(/jz~
,
PRESIDENT
fl.4f.2/t16,4 '7<.-1/ Iv! /'4-
(Print Name)
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
1/f.. ~ 6-2-7-0t
., City A1tomey~ Date
Exhibit "A"
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