HomeMy WebLinkAboutMeridian Center LLC Lease Agreement
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LEASE AGREEMENT
THIS LEASE AGREEMENT, made this c2- day January, 2007, by and between
MERIDIAN CENTER, LLC, a Florida limited liability company, (hereinafter referred to as
"Landlord"), and the CITY OF MIAMI BEACH, a Florida municipal corporation, (hereinafter
referred to as "City" or "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, in Landlord's building known as Meridian Center located at 1680
Meridian Avenue, Miami Beach, Florida, 33139 (the "Building"), referred to and more
fully described as follows:
The Meridian Center, Units 202, 203 and 204 located at 1680 Meridian
Avenue, Miami Beach, Florida 33139 encompassing approximately 8,300
rentable square feet, which may be more particularly described in Exhibit "A"
attached hereto and made a part hereof (the "Premises" or "Demised
Premises").
2. Term.
2.1 The Tenant shall be entitled to have and to hold the Demised Premises for
aterm of three (3) years, commencing on the 1st day of February, 2007
(the "Commencement Date"), and ending on the 31st day of January, 2010
(the "Termination Date").
2.2 Intentionally Deleted.
2.3 In the event of any damage to the Premises as a result of Tenant's use,
Tenant agrees that it shall continue to be liable for all repairs or damages
which may be suffered by Landlord as a result of Tenant's use of the Leased
Premises or Building.
3. Rent.
3.1 Base Rent:
Base Rent (which Rent shall also include Tenant's proportionate share of
Operating Expenses, as defined in Subsection 3.2.1, for the term of the
Lease) shall commence on February 1, 2007 (the "Rent Commencement
Date"). Tenant agrees that it shall make Rent payments monthly on the first
day of each month throughout the term herein.,--ln connection with the first
rental payment, Tenant agrees that if the Rent Commencement Date is a
date other than the first day of the month, it shall prorate the Rent for that
portion of the month and pay same as an addition to the next regularly
scheduled monthly payment.
3.1.1 The total annual Base Rent for the Demised Premises shall be
Two Hundred Fifty Seven Thousand Three Hundred and No/100's
Dollars ($257,300.00) per year ($31.00 per rentable square
foot),which shall be payable in monthly installments, on the first
day of each month of the term hereof, at an amount equal to
Twenty One Thousand Four Hundred Forty One and 67/100's
($21,441.67) per month, .
3.1.2 Nothwithstanding anything contained in Subsection 3.1
above, Tenants shall not be obligated to commence paying
rent pursuant to the Lease until such time as Landlord has
substantially completed the Tenant Build-Out Improvements,
pursuant to Section 8 of the Lease.
3.1.3 Intentionally Deleted.
3.1.4 Late Charge:
Intentionally Deleted.
3.2 Additional Rent:
3.2.1 Operating Expenses:
"Operating Expenses" shall mean the total cost and expenses,
including property taxes and insurance, (except as provided in
Subsections 3.2.2 and 3.2.3) incurred by Landlord in operating,
repairing, and maintaining the Common Facilities (hereinafter
defined) actually used or available for use by the Tenant and its
employees, agents, servants, customers and invitees.
"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, basic janitorial services,
lighting, cleaning, striping, policing, removing garbage and other
refuse and trash, 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 Building common areas and the
exterior and structural portions of the Building, paving and
repairing, management fees and the Landlord's employment
expenses to employees furnishing and rendering any services to
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the common areas provided by the Landlord for the common or
joint use and/or benefit of Tenant, and its employees, agents,
servants, customers and invitees.
With the exception of real estate taxes and insurance, as outlined
in Subsections 3.2.2 and 3.2.3 below, the Base Rent amount in
Subsection 3.1.1 shall include Tenant's proportionate share of
Operating Expenses for the term. The Tenant's proportionate
share is deemed to be thirteen and seventy-three one hundredths
(13.73%) percent; this share is subject to change in the event that
Tenant exercises its Right of First Offer, pursuant to Section 41
herein.
3.2.2 Property Taxes:
Landlord agrees that in connection with any increase in the real
estate tax portion of the Operating Expenses after the first Lease
year, there will be no pass-through to Tenant for the first fifty
(50%) percent increase in the Building's real estate taxes (if any).
However, if the real estate taxes increase by more than 50% from
the prior Lease year, Tenant acknowledges that, commencing in
the second Lease year, it shall pay its proportionate share of such
increase beyond such 50% figure.
3.2.3 Insurance:
Landlord agrees that in connection with any increase in the
insurance portion of the Operating Expenses after the first Lease
year, there will be no pass-through to Tenant for the first one
hundred (100%) percent increase in the Building's property
insurance (if any). However, if the insurance increases by more
than 100% from the prior Lease year, Tenant acknowledges that it
shall pay its proportionate share of such increase beyond such
100% figure.
3.3 Tenant Electrical Costs:
It is expressly understood and agreed that Tenant shall be directly
responsible for all electrical uses and charges for any electrical use within the
Premises. Tenant shall only be responsible for incurred electrical costs as of
the Rent Commencement Date or in the event that the Tenant Build-Out
Improvements have not been substantially completed on the Rent
Commencement Date, then the provisions of Subsection 8.6 shall control.
3.4 Sales Tax:
Landlord acknowledges that Tenant is exempt from the payment of Florida
sales tax and Tenant shall provide all requisite exemption certification to
Landlord which information shall be set forth in "Exhibit 3.4" attached hereto
and made part hereof.
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4. Location for Payments.
All rents or other payments due hereunder shall be paid to Landlord at the following
address:
c/o WSG Development Company
400 Arthur Godfrey Road, Suite 200
Miami Beach, FL33140
Attn: Mark Burgin
5. Parking.
Intentionally Deleted.
6. Security Deposit.
Intentionally Deleted.
7. Use and Possession of Demised Premises.
7.1 The Demised Premises shall be used by the Tenant as an office location for
the City of Miami Beach Fire Department's operations. Said Demised
Premises shall generally be open for Tenant's use Monday through Friday,
from 6:00 AM until 7:00 PM. Nothwithstanding the preceding use, Tenant
reserves the right to utilize the Demised Premises for any other public
purpose, subject to the prior written approval by Landlord, which approval
shall not be unreasonably witheld.
7.2 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 Landlord has agreed to undertake construction of certain Tenant-requested
improvements to the Demised Premises (the "Tenant Build-Out
Improvements"). Upon execution of this Lease by the parties hereto,
Landlord and Tenant shall use reasonable good faith efforts and work
together in the development of plans and specifications for the Tenant Build-
Out Improvements, which agreed upon Improvements shall be delineated as
Exhibit 8.1.2 to this Lease.
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8.1.1 Intentionally Deleted.
8.1.2 All plans and specifications for construction of the Tenant's Build-Out
Improvements must be approved, in writing, by the City Manager or
his designee acting in his proprietary capacity, prior to Landlord
proceeding to secure the necessary regulatory approval(s) (if
applicable) and building permits(s) for same.
8.2 Provided Landlord has obtained all necessary approvals (both proprietary
and regulatory), and provided further that all necessary permits have been
obtained, Landlord shall proceed with construction of Tenant's Build-Out
Improvements and shall use its best efforts to have said improvements
substantially completed on or before March 15,2007.
8.3 Upon completion of construction of the Tenant Build-Out Improvements,
Landlord shall notify Tenant, in writing, of its intent to apply for a Certificate of
Occupancy. Upon receipt of such notice, Tenant shall be permitted to inspect
the improvements to determine that they have been substantially completed
in accordance with the approved plans and specifications. "Substantial
Completion" shall be defined as the date certified by the Tenant (acting
through the City Manager or his designee) in writing that all conditions and
requirements of the building permit(s) and regulatory agencies have been
satisfied and the improvements have been sufficiently completed in
accordance with the approved plans and specifications, so that the portions
of the Demised Premises for which the Tenant Build-Out Improvements have
been constructed, and the improvements themselves, are available for
beneficial occupancy by Tenant. A Certificate of Occupancy (CO) must also
be issued for Substantial Completion to be achieved.
8.4 Tenant's obligation to pay Rent for the Premises, as defined in
Subsection 3.1.1, shall only commence the sooner of (i) the date Tenant
takes possession of the Premises, or (ii) the date Landlord has obtained
a Certificate of Occupancy for the Tenant Build-Out Improvements.
Notwithstanding the preceding sentence, in no event shall Tenant be
required to commence payment of the Base Rent, as set forth in
Subsection 3.1.1, until Landlord achieves Substantial Completion of the
Tenant Build-Out Improvements.
8.5 Notwithstanding anything contained herein to the contrary, provided Landlord
has diligently prosecuted construction ofthe Tenant Build-Out Improvements
for the Premises, which actions shall include, but not be limited to, the
application for and obtaining of any and all required approvals (i.e. building
permit, etc.), but for reasons outside of Landlord's control, including events of
force majeure, construction is delayed, it is understood that the anticipated
completion date, as set forth in Subsection 8.2, may be commensurately
extended without incident or penalty to Landlord; provided Tenant shall
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receive a commensurate extension of Tenant's obligation to pay Base Rent
for the Premises.
8.5.1 Force Majeure events shall include, but not be limited to, acts of God,
and/or power interruptions which could delay work to Premises,
delays in the municipal process that might prevent permitting or
inspections to the Premises, etc.
8.6 In the event Landlord has not substantially completed the Tenant Build-Out
Improvements on or before March 15,2007, then Tenant, at its sole option
and discretion, may deem Landlord in default of the Lease Agreement; or
may, upon written request by Landlord, consent to an extension for Landlord
to substantially complete the Tenant Build-Out Improvements.
In no event shall Tenant be required to commence payment of the Base
Rent in Subsection 3.1.1, or electrical chages in Subsection 3.3, until
Landlord's Substantial Completion of the Tenant Build-Out
Improvements.
8.7 Intentionally Deleted.
8.8 In the event Tenant wishes to additionally improve or alter the Demised
Premises (beyond Landlord's obligation to construct the Tenant Build-Out
Improvements), 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 termination of the Lease, all personal
property and trade fixtures belonging to the Tenant may be removed by the
Tenant from the Demised Premises 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 construction of the additional
improvements undertaken by Tenant pursuant to this Subsection 8.8.
Moreover, such construction shall be accomplished through the use of
licensed, reputable contractors who are acceptable to Landlord, approval of
which will not be unreasonably withheld. Any and all approvals and/or
permits required for the installation of additional improvements shall be the
sole responsibility of Tenant.
8.9 The requirements in Subsection 8.8 for submission of plans and the use of
specific contractors shall not apply to maintenance or repairs which do not
exceed Ten Thousand ($10,000) Dollars, provided that the work is not
structural, and provided that it is permitted by applicable law.
8.10 Intentionally Deleted.
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9. Landlord's Right of Entry.
9.1 The Landlord, or its authorized agent or agents, shall not have the right to
enter upon the Demised Premises without the prior consent of Tenant and it
is acknowledged that the Premises shall be secured by an alarm system to
be installed by Tenant at Tenant's sole cost. Notwithstanding the preceding
sentence, Landlord shall have access to the Premises in the event of an
emergency at which time the alarm company or an emergency contact from
the City of Miami Beach will be notified for assistance to gain entry to the
Premises. Tenant agrees that it shall issue one key to the Leased Premises
to Landlord. Tenant is allowed and shall be permitted to reasonably enjoy the
Leased Premises and conduct its business without interruption or
interference. If required, Landlord shall provide reasonable notice, in writing,
to Tenant and shall enter the Leased Premises only when accompanied by
an authorized representative of the Tenant (unless access is required during
an emergency event). 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 perform, and the performance thereof by the Landlord
shall not constitute a waiver of the Tenant's default.
10. Tenant's Insurance.
Landlord acknowledges that Tenant is a Florida municipal corporation and is self-
insured. Upon Landlord's written request, Tenant shall have its Risk Manager
provide Landlord with written confirmation of Tenant's self-insurance.
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 1st of each year.
11.3 The term "Tenant's 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. Tenant proportionate share shall be deemed to
be thirteen and seventy-three one hundredths (13.73%) percent; however,
Tenant's proportionate share may be subject to change in the event that
Tenant exercises its Right of First Offer pursuant to Section 41 hereof.
12. Assignment and Subletting.
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12.1. At any time after the end of the second year of the Lease term, Tenant shall
have the right to assign or sublet the Demised Premises, in whole or in part,
with the prior written consent of Landlord, which consent shall not be
unreasonably withheld. If granted the making of any assignment will release
Tenant from any of its obligations under this Lease.
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
a sub-tenant 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 sub-tenants.
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
repairs thereto as and when needed to preserve them in good working order
and cond ition. Land lord shall be responsible for the maintenance of the roof,
the exterior of the Building, the structural electrical and plumbing (other than
bathroom fixtures within the Demised Premises), the common areas and the
HVAC system (however Tenant shall be responsible for periodically changing
the air filters for each air handling unit in the Demised Premises subject to
the Landlord providing to Tenant a maintenance schedule and
documentation of system requirements). 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 of all windows and interior and exterior of all doors.
13.2 All damage or injury of any kind to those fixtures and appurtenances in the
Demised Premises that are Tenant's responsibility (as provided in
Subsection 13.1), 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.
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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
Rent and shall be paid by Tenant within ten (10) days after rendition of a bill
or statement thereof.
14. Governmental Regulations.
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.
15. Liens.
Tenant will not permit any mechanics, laborers, or material man'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
Landlord reasonable security as may be demanded by Landlord to insure payment
thereof and prevent sale, foreclosure, or forfeiture of the Demised Premises or
improvements by reasons of such non-payment. Such security need not exceed one
and one half (1 %) 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 reserved 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 forty five (45) 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.
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 Demised Premises are rendered
untenantable, 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
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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 ten (10) days of the due
date (taking into consideration the grace period provided) and if
Tenant shall not cure such failure within ten (10) business days
thereafter;
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 or commence to cure such
failure within fifteen (15) days after the receipt of written notice
from Landlord specifying any such default; or if such default(s) is
of a nature that it cannot be reasonably cured within fifteen (15)
days, provided Tenant has commenced and is continuing diligently
to cure said default(s) beyond the initial fifteen (15) day period;
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 fifteen (15) days from
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its issuance, or if such default(s) is of a nature that it cannot be
reasonably cured within fifteen (15) days, provided Tenant has
commenced and is continuing diligently to cure said default(s)
beyond the initial fifteen (15) day period.
19. Rights on Default.
19.1 Rights 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.
19.1.2 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 (5)
days of the due date.
19.1.3 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 shall be due from
Tenant to Landlord on the first day of the month following the
payment of the expense by Landlord.
19.1.4 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 by Landlord:
The failure of Landlord to perform any of the covenants, conditions and
agreements of the Lease which are to be performed by Landlord and the
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continuance of such failure for a period ofthirty (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 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 the Tenant, then such failure to perform (regardless of circumstances
beyond its control) as indicated above, shall constitute a default by Landlord.
20. Indemnity Against Claims, Costs and Charges:
Landlord acknowledges that Tenant is precluded from indemnifying against claims,
costs and charges pursuant to Florida Statute 768.28.
21. Indemnification Against Claims.
Intentionally Deleted.
22. Signs and Advertising.
Without the prior written consent of Landlord, Tenant shall not permit the painting
and display of any signs, plaques, lettering or advertising material of any kind on or
near the Demised Premises. All 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
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. 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 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
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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
Tenant, 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 ten (10) 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 ten
(10) 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.
25. Quiet Enjoyment.
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,
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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:
WSG Development Company
400 Arthur Godfrey Road
Suite 200
Miami Beach, FL 33140
Attn: Mark Burgin
TENANT:
City Manager
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
With copy to:
Asset Manager
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
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 Binding Agreement.
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.
15
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. Governing Law.
This Lease shall be governed by and construed in accordance with the law of the
State of Florida.
33. Limitation of Liability.
Intentionally Deleted.
34. Attorneys Fees.
If it becomes necessary for Tenant or Landlord to enforce their respective rights
under this Agreement or any part hereof through litigation, Tenant and Landlord
agree that the prevailing party shall be entitled to recover from the other party all
costs and expenses of such litigation, including a reasonable attorney's fee and
costs, for all trial and appellate proceedings.
35. 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 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 Lease and is not so removed may, at the option of the Landlord,
16
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, so far as such delay is occasioned by the failure of
the Tenant to surrender the Demised Premises as and when herein required.
Notwithstanding the aforestated, Tenant agrees that upon vacating the Demised
Premises it shall conduct the following schedule of services and maintenance with
respect to preparing the Demises Premises for "turnover" back to Landlord: Painting
of the Demised Premises; carpet cleaning for Demised Premises; replacement of
any interior glass or other fixtures which may have been broken during Tenant's
possession; replacement of any light fixtures which may have been broken
(including bulbs); replacement of any locks which may have been changed, or in the
alternative, Tenant shall provide keys and.lor combinations to said locks;
replacement and/or repair of any window treatments, shades and/or blinds which
may have become damaged as a result of Tenant's use of same; the interior
cleaning of all windows within the Demised Premises, the replacement of any ceiling
tiles which may have broken during Tenant's possession of the Demised Premises
and the replacement of any furniture, fixtures or equipment (if any) which Landlord
has provided for Tenant's use of.
35.1 Holdover:
If the Tenant retains possession of the Demised Premises or any part thereof
after the termination of this Lease or any extension thereof, by lapse of time
or otherwise, the Tenant shall pay the Landlord Rent at two (2) times the rate
payable for the month immediately proceeding said holdover. The provisions
of this paragraph do not waive the Landlord's rights of re-entry or any other
right hereunder. Any retention of the Demised Premises after the termination
of this Lease or any extension thereof shall be considered as a month-to-
month holdover unless otherwise agreed to in writing by both parties.
36. Time is of the Essence.
Time is of the essence in every particular and particularly where the obligation to
pay money is involved.
37. 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
17
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.
38. Intentionally Deleted.
39. Subordination.
Tenant agrees that its rights hereunder are subordinate to the lien of any mortgage,
ground lease, or any other method of financing or refinancing now or hereafter
placed against the Land and/or the Premises and/or any/or all of the Building now
built or hereafter to be built on the Land by Landlord and to any and all advances
made or to be made hereunder and to the interest thereon and to all renewals,
replacements, modifications, consolidations and extension thereof. The Tenant
agrees to execute and deliver, at any time and from time to time, upon the request
of the Landlord any instrument which may be necessary or appropriate for
Landlord's mortgagee.
If a Mortgagee of Landlord's shall request reasonable modifications to this Lease,
Tenant shall execute, acknowledge, and deliver to the Mortgagee an agreement, in
form and substance satisfactory to the Mortgagee, evidencing such modifications,
provided that such modifications do not, in Tenant's reasonable discretion, increase
Tenant's obligations under this Lease or materially adversely affect (a) the leasehold
interest created by this Lease, or (b) tenant's use and occupancy or the Demised
Premises.
40. RADON NOTICE. As required by Section 404.056 of Florida Statutes the following
warning is given:
RADON GAS: Radon is a naturally occurring radioactive
gas that, when it has 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. RIGHT OF FIRST OFFER: Tenant shall have, throughout the term of this Lease, a
Right of First Offer to lease additional space on the 2nd Floor, as well as vacant
space on the 3rd Floor (Each Floor is comprised of 10,610 sq. ft.). If the Right of First
Offer is exercised by Tenant, Tenant acknowledges that all additional square
footage rented shall be included as part of the Demised Premises pursuant to this
Lease, and that the Base Rent with respect to such additional square footage shall
remain at $31.00Irsf. Tenant shall have Forty-Eight (48) hours from the time
Landlord makes the offer for the rental of the additional space noted above, in which
to respond in writing. Should Tenant reject the offer, or fail to respond within such 48
18
hour period, the Right of First Offer with respect to the additional space described in
Landlord's offer shall be terminated and Landlord shall be permitted to market such
additional space to third parties.
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 _ day of ~J0'J()ff1Ber, 2007.
..:r1;1 ~ j.)A~
APPROVED AlTO
FORM & LANGUAGe
&. FOR EXEcunON
19
CORPORATE SEAL
(Affix Here)
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Center - City of MB.v2 (11-15).doc
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20
Exhibit A
LEASED PREMISES
[TO BE ATTACHED]
21
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Exhibit 3.4
SALES TAX EXEMPTION NOTICE
PI
O(VA,kTAlIlNT
Of ~EVfNUE
..
nsumer's Certificate of Exemption
Issued Pursuant to Chapter 212, Florida Statutes
OR-14
R.01/02
23-09-329871-54C
Certifica1e Number
This certifies that
CITY OF MIAMI BEACH
1700 CONVENTION CENTER DR
MIAMI BEACH FL 33139-1 a 19
is exempt from the payment of Florida sales and use tax on real property rented. transient rental property rented, tangible
personal property purchased or rented. or services purchased.
JI'-
OlP4lthlCf"<T
<1f REV[ NUf
Important Information for Exempt Organizations
DR-14
R.Ol/02
1. You must provide all vendors and suppliers with an exemption certificate before making tax.exempt purchases.
See Rule 12A-1.039. Florida Administrative Code (FAC).
2. Your Consumer's Certificate of Exemption is to be used solely by your organization for your organization's
customary nonprofit activities.
3. PurChases made by an individual on behalf of the organization are taxable. even if the individual will be
reimbursed by the organization.
4. This exemption applfes only to purchases your organization makes, The sale or lease to others by your
organization of tangible personal property. sleeping accommodations or other real property is taxable. Your
organization must register, and collect and remit sales and use tax on such taxable transactions. Note: Churches
are exempt from this requirement except when they are the lessor of real property (Rule 12A-1.070. FAC).
5. It is a criminal offense to fraudulently present this certificate to evade the payment of sales tax. Under no
circumstances should this certificate be used for the personal benefit of any individual. Violators will be liable for
payment of the sales tax plus a penalty of 200% of the tax, and may be subject to conviction of a third degree
felony. Any violation will necessitate the revocation of this certificate.
6. If you have questions regarding your exemption certificate. please contact the Exemption Unit of Central
Registration at 850-487-4130. The mailing address is 5050 West Tennessee Street. Tallahassee.
FL 32399-0100.
22
Exhibit 8.1.2
LEASED PREMISES APPROVED FLOOR PLANS
TO BE SUBMITTED BY LANDLORD UPON RECEIPT OF BUILDING PERMIT
23