Sunrise Community, Inc., Lease Agreementa~O~ ~ -
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LEASE AGREEMENT
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THIS LEASE AGREEMENT, made this 16th day of April , 2008, by and between
the CITY OF MIAMI BEACH, a Florida municipal corporation, (hereinafter referred to as
"City" or "Landlord"),and SUNRISE COMMUNITY, INC., a Florida not-for-profit corporation
(hereinafter referred to as "Tenant").
Demised Premises.
City, in consideration of the rentals hereinafter reserved to be paid and of the
covenants, conditions and agreements to be kept and performed by the Tenant,
hereby leases, lets and demises to the Tenant, and Tenant hereby leases and hires
frorn the City, those certain premises hereinafter referred to as the "Demised
Premises", located in the City of Miami Beach, 8128 Collins Avenue, Miami Beach,
Florida, 33141, and more fully described as follows:
The City-owned property located at 8128 Collins Avenue, and
comprised of the "classroom building" and/or "training center", a 2,500
square foot one-story building thereon, on the west side of Collins
Avenue, between 81St and 82"d Streets, Miami Beach, Florida, and
more specifically defined as those parcels of land known as Lots 1-6
of Block 81, Altos Del Mar No. 1, PB 31-40; all as further delineated in
Exhibit 1, attached hereto and incorporated herein.
2. Term.
2.1 Tenant shall be entitled to have and to hold the Demised Premises for an
initial term of one (1) year and three (3) months, commencing on the 1st
day of May , 2008 (Commencement Date), and ending on the 31st day of
July , 2009.
2.2 Intentionally Omitted.
2.3 Notwithstanding Subsections 2.1 and 2.2 herein, this Agreement may be
terminated without cause and for convenience of either party at any time
during the Term (including any renewal term, as the case may be), upon
furnishing thirty (30) days written notice to the other party.
2.4 The Lease Agreement between the parties, dated July 12, 2006, is hereby
terminated and shall be of no further force or efTect, upon the
Commencement Date of this Lease Agreement.
3. Rent.
3.1 Base Rent:
Base Rent for the Demised Premises shall begin to accrue on May 1, 2008
(the Commencement Date).
3.1.1 Throughout the Term herein, the Base Rent for the Demised
Premises shall be Seven Thousand Two Hundred ($7,200.00)
Dollars per year, payable by Tenant in twelve (12) equal monthly
installments of Six Hundred ($600.00) Dollars per month,
commencing on the Commencement Date and, thereafter, on the
first day of each month during the Term herein.
3.1.2 Concurrent with the payment of the Base Rent, Tenant, if deemed
applicable by the City, shall also include any and all additional
sums for all applicable sales and use tax, now or hereafter
prescribed by Federal, State or local law.
3.2 Additional Rent:
Tenant shall also pay, as "Additional Rent", any and all other tax(es),
including without limitation, Property Taxes, imposed, levied or assessed
against the Demised Premises, or any other charge or payment required
here by any governmental authority having jurisdiction there over, even
though the taxing statute or ordinance may purport to impose such tax
against the City.
3.3 Late Charges.
If any installment of Base Rent or Additional Rent provided for in this Lease,
or any part thereof, is not paid within ten (10) days of the due date, Tenant
shall pay Landlord a late payment service charge to equal $100.00, in
addition to the payment then owing, regardless of whether or not a notice of
default or termination has been given by Landlord.
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 Supervisor
1700 Convention Center Drive
Miami Beach, Florida 33139
5. Parking.
Intentionally Omitted.
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 a vocational
training site for up to a maximum of thirty-five (35) developmentally disabled
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adults, as defined by the State of Florida Developmental Disabilities Home
and Community-Based Services Waiver Programs, as same may be
amended from time to time (the Programs), for the provision of the following
services: Adult Day Labor (exclusive to horticultural vocational skills); and
Supported Employment and Supported Independent Living services; all as
further provided in City of Miami Beach Request for Proposals No.12-04/05 ,
and Tenant's proposal in response hereto (collectively, the Proposal
Documents), which are incorporated by reference as if fully set forth herein,
provided that in the event of an express conflict between this Lease and the
Proposal Documents the provisions of this Lease shall govern. Tenant must
adhere to all Medicaid-stipulated benchmarks, documentation and licensing
(including, but not limited to, the documentation referred to in the Programs
and the Proposal Documents). The Tenant must remain in good standing
with any and all agencies (whether Federal, State, County, and/or City)
having regulatory authority in the provision of the Programs.
In addition to the aforestated, the City's Neighborhood Services Department
reserves the right to monitor the services being provided and as set forth in
this Subsection 7.1 and as further delineated in the referenced Proposal
Documents. The City reserves the right to conduct inspections and request
appropriate documentation to ensure compliance.
7.2 It is understood and agreed that the Demised Premises shall be used by the
Tenant during the Term of this Agreement only for the above 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
law, ordinance or government regulation, or that may be dangerous to life,
limb or property. Tenant may not commit (nor permit) waste on the Demised
Premises, nor permit the use of the Demised Premises for any illegal
purposes, commit a nuisance on the Demised Premises. In the event that
the Tenant uses the Demised Premises (or otherwise allows the Demised
Premises to be used) for any purposes not expressly permitted herein, or
permits and/or allows any prohibited uses as provided herein, then the City
may declare this Agreement in default pursuant to Section 18, or without
notice to Tenant, restrain such improper use by injunction or other legal
action.
7.3 Tenant shall also maintain its not-for-profit status in full force and effect, and
in good standing, throughout the Term herein.
7.4 The Demised Premises shall be open for operation a minimum of five (5)
days a week, with normal hours of operation being Monday through Friday,
8:OOam to 4:OOpm. 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.
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8. Improvements.
8.1 Tenant accepts the Demised Premises in their present "as is" condition and
shall, at its own cost and expense, construct or cause to be constructed, all
interior and exterior improvements and maintenance to the Demised
Premises, as reasonably necessary for it to carryon its permitted use(s), as
set forth in Section 7. The plans for such improvements shall be submitted to
the City for the City'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 City upon termination and/or
expiration of this Agreement. Upon termination and/or expiration of this
Agreement, all personal property and non-permanent trade fixtures may be
removed by the Tenant from the Demised Premises without damage to the
Demised Premises. Tenant will permit no liens to attach to the Demised
Premises arising from, connected with, or related to the design and
construction of any improvements. Moreover, such construction shall be
accomplished through the use of licensed, reputable contractors who are
acceptable to the City. Any and all permits and or licenses required for the
installation of improvements shall be the sole cost and responsibility of
Tenant.
8.2 Notwithstanding Subsection 8.1 above, upon termination and/or expiration of
this Agreement, and at City's sole option and discretion, any and all
alterations or additions made by Tenant to or in the Demised Premises shall,
upon written request from the City, be promptly removed by Tenant at its
cost and expense, and Tenant further hereby agrees, in such event, to
restore the Demised Premises to their original condition prior to the
Commencement Date of this Agreement.
8.3 The above requirements for submission of plans and the use of specific
contractors shall not apply to improvements (which term, for purposes of this
Subsection 8.3 only, shall also include improvements as necessary for
Tenant's maintenance and repair of the Demised Premises) which do not
exceed Five Hundred ($500.00) Dollars, provided that the work is not
structural, and provided that it is permitted by applicable law.
8.4 Tenant's Required Improvement(s).
8.4.1 Improvement Area:
As an inducement for the City to enter into this Agreement, Tenant
shall, at its sole cost and expense, agree to make a minimum
investment in improvement(s), in an amount not less than Fifteen
Thousand ($15,000) Dollars, which improvement(s) shall be made
to the public property within the area delineated in Exhibit 8.4.1
(the "Improvement Area").
8.4.2 Any and all proposed improvement(s) contemplated in Subsection
8.4.1 shall first be agreed to and approved by the City Manager in
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writing, and shall, at a minimum, be compatible with the current
design and use of the Improvement Area. Following fifteen (15)
days from approval of this Lease Agreement by the Mayor and
City Commission on First Reading (which is scheduled for March
12, 2008), Tenant shall submit a detailed proposal to the City
Manager, for his review, outlining the proposed improvement(s)
within the Improvement Area; costs for each improvement and
time frame for completion of the improvement(s).
8.4.3 Approved Improvement(s):
Following the City Manager's written approval of Tenant's
proposed improvement(s), same shall be incorporated into this
Agreement (attached hereto as Exhibit 8.4.3) and submitted to
(along with the Lease) for the City Commission's consideration
concurrent with the Second Reading and final approval of the
Lease Agreement. The parties agree to coordinate and cooperate
in the planning, permitting, scheduling, and approval of the design,
and completion of the approved improvement(s). Tenant shall
undertake and complete the design, development, permitting,
approval and completion of any agreed upon approved
improvement(s) within one (1) year of the Commencement Date of
the Lease Agreement.
8.4.4 Notwithstanding anything contained in this Subsection 8.4, it shall
be Tenant's sole responsibility, cost, and expense to design,
develop, obtain permits and approvals, construct, and maintain
and operate all approved improvement(s). Tenant further
acknowledges, and herein represents and warrants, that the City
shall not be obligated to fund any costs related to any approved
improvement(s), including maintenance and operation costs.
8.4.5 In the event Tenant fails to comply with the provisions of this
Subsection 8.4, the City may declare this Lease Agreement in
default and avail itself of any and all remedies pursuant to Section
19 of this Agreement, including without limitation, recouping
Tenant's proposed $15,000, or any portion thereof, for the
approved improvement(s) to the Improvement Area.
9. Landlord's Right of Entry.
9.1 The City, 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 City may consider
necessary, and for the purpose of preventing fire, theft or vandalism.
However, the City agrees that whenever reasonably possible, the City shall
provide reasonable notice to Tenant, unless the need to enter the Demised
Premises is an emergency, as deemed by the City, at its sole discretion,
which if not immediately addressed could cause property damage, loss of life
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or limb, or other injury to persons. Nothing herein shall imply any duty on the
part of the City to do any work that under any provisions of this Agreement
the Tenant may be required to perform, and the performance thereof by the
City shall not constitute a waiver of the Tenant's default.
9.2 If the Tenant shall not be personally present to open and permit entry into
the Demised Premises at any time, for any reason, and any entry thereon
shall be necessary or permissible, the City, or its agents, may enter the
Demised Premises by master key, or may forcibly enter the Demised
Premises without rendering the City or such agents liable therefore.
9.3 Tenant shall furnish the City with duplicate keys to all locks including exterior
and interior doors upon the Commencement Date of this Agreement. Tenant
shall not change the locks to the Demised Premises without the prior written
consent of the City, not to be unreasonably withheld, and in the event such
consent is given Tenant shall furnish the City with duplicate keys to said
locks in advance of their installation.
10. Tenant's Insurance.
10.1 The Tenant shall, at its sole cost and expense, comply with all insurance
requirements of the City. 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 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
fixtures, floor coverings, furniture and other property removable by
Tenant under the provisions of this Agreement) 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
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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 Agreement:
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
Demised Premises and/or the tax lot which may include the Demised
Premises, and (ii) any expenses incurred by the City in obtaining a reduction
of any such taxes or assessments.
11.2 The term "Property Tax Year" shall mean the period of twelve (12) calendar
months, beginning on January 1St of each year.
11.3 Tenant shall pay, as Additional Rent pursuant to Section 3.2, 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; said proportionate share to be determined by the City based upon the
ratio of the Demised Premises to the tax lot. If a Property Tax Year ends
after the expiration or termination of the term of this Agreement, the Property
Tax Payment therefore shall be prorated to correspond to that portion of
such Property Tax Year occurring within the term of this Agreement. The
Property Tax Payment shall be payable by Tenant immediately upon receipt
of notice from the City. A copy of the tax bill(s) or other evidence of such
taxes issued by the taxing authorities, together with the City'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 the City immediately, upon receipt of request for said
payment from the City.
12. Assignment and Subletting.
Tenant shall not have the right to assign or sublet the Demised Premises.
13. Operation, Maintenance and Repair.
13.1 Tenant shall be solely responsible for the operation, maintenance and repair
of the Demised Premises. Tenant shall, at its sole cost and expense,
maintain the Demised Premises, and the fixtures and appurtenances therein,
and shall make all repairs thereto, as and when needed, to preserve them in
good working order and condition. Tenant shall 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.
The City shall be responsible for the maintenance of the roof, the structural
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exterior of the building, and the structural electrical and plumbing (other than
plumbing surrounding and including any sink or toilet within the Demised
Premises.
Tenant agrees and understands that while the City has provided air-
conditioning unit(s) for the Demised Premises, the City shall require that
Tenant obtain, and continuously maintain in good standing, at Tenant's
expense, throughout the Term of this Agreement, a maintenance and repair
contract, approved by the City, with a service company previously approved
in writing by the City, providing for the preventative maintenance and repair
of all air conditioning units servicing the Demised Premises. Tenant shall
provide the City, in writing, within ten (10) business days, the name(s) and
telephone number(s) of service company(ies) for the City'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 the City's approval of the service company, as proof of
Tenant's compliance with this Subsection.
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 City, 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 the City.
13.3 All of the aforesaid repairs, restorations and replacements shall be in quality
and class equal to or better than the original work or installations and shall
be done in good and workmanlike manner.
13.4 If Tenant fails to make such repairs or restorations or replacements, the
same may be made by the City, at the expense of Tenant, and all sums
spent and expenses incurred by the City shall be collectable by the City and
shall be paid by Tenant within ten (10) days after rendition of a bill or
statement thereof.
13.5 It shall be Tenant's obligation to insure that any renovations, repairs and/or
improvements made by Tenant to the Demised Premises comply with all
applicable building codes and life safety codes of governmental authorities
having jurisdiction.
13.6 Tenant Responsibilities for Utilities.
Tenant is solely responsible for and shall promptly pay when due all charges
for water, gas, electricity, sewer, cable, telephone and any other utility
service provided to the Demised Premises, including, without limitation, all
hook-up fees and impact fees. In addition to other rights and remedies
hereinafter reserved to the City, upon the failure of Tenant to pay for such
utility services when due, City may elect to pay same whereby Tenant agrees
to promptly reimburse the City upon demand. In no event, however, shall the
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City be liable for an interruption or failure in the supply of any utilities or
services to the Demised Premises.
13.7 TENANT HEREBY ACKNOWLEDGES AND AGREES THAT THE
DEMISED PREMISES ARE BEING LEASED IN THEIR PRESENT "AS IS"
CONDITION.
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 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 City from all liability arising from each non-
compliance.
15. Liens.
Tenant will not permit any mechanics, laborers, or materialman's liens to stand
against the leased premises or improvements for any labor or materials to Tenant or
claimed to have been furnished to Tenant's agents, contractors, orsub-tenants, in
connection with work of any character performed or claimed to have performed on
said premises, or improvements by or at the direction or sufferance of the Tenant,
provided however, Tenant shall have the right to contest the validity or amount of
any such lien or claimed lien. In the event of such contest, Tenant shall give the City
reasonable security as may be demanded by the City to 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'/2) times
the amount of such lien or such claim of lien. Such security shall be posted by
Tenant within ten (10) days of written notice from the City, or Tenant may "bond off'
the lien according to statutory procedures. Tenant will immediately pay any
judgment rendered with all proper 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, Additional Rent, and any other amounts as
may be due and payable by Tenant under this Agreement, at the time and in the
manner provided herein, and should said rents and/or other additional amounts due
herein provided, at any time remain due and unpaid for a period of fifteen (15) days
after the same shall become due, the City may exercise any or all options available
to it hereunder, which options may be exercised concurrently or separately, or the
City may pursue any other remedies enforced by law.
17. Condemnation.
17.1 If at any time during the term of this Agreement and any renewal term
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hereunder, all or any part or portion of the Demised Premises 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 Agreement shall be terminated as of the date of such
taking, and shall thereafter be completely null and void, and neither of the
parties hereto shall thereafter have any rights against the other by reason of
this Agreement or anything contained therein, except that any rent prepaid
beyond the date of such taking shall be prorated to such date, and 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
Agreement, up to the date of such taking.
17.2 Except as hereunder provided, Tenant shall not be entitled to participate in
the proceeds of any award made to the City in any such Eminent Domain
proceeding, excepting, however, the Tenant shall have the right to claim and
recover from the condemning authority, but not from the City, such
compensation as may be separately awarded or recoverable by Tenant in
Tenant's own right on account of any and all damage to Tenant's business
by reasons of the condemnation and for or on account of any cost or loss
which Tenant might incur in removing Tenant's furniture and fixtures.
18. Default.
18.1 Default by Tenant:
At the City's option, any of the following shall constitute an Event of Default
under this Agreement:
18.1.1 The Base Rent, Additional Rent, or any 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 the City specifying such default;
18.1.2 Any other payment provided for under this Agreement 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 the City specifying any such default;
or such longer period of time acceptable to the City, at its sole
discretion;
18.1.5 Receipt of notice of violation from any governmental authority
having jurisdiction dealing with a law, code, regulation, ordinance
or the like, which remains uncured for a period of thirty (30) days
from its issuance, or such longer period of time acceptable to the
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City, 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 Rights on Default:
In the event of any default by Tenant as provided herein, City shall have the
option to do any of the following in addition to and not in limitation of any
other remedy permitted by law or by this Agreement;
19.1.1 Terminate this Agreement, in which event Tenant shall
immediately surrender the Demised Premises to the City, but if
Tenant shall fail to do so the City may, without further notice, and
without prejudice to any other remedy the City may have for
possession or arrearages in rent or damages for breach of
contract, enter upon Demised Premises and expel or remove
Tenant and its effects in accordance with law, without being liable
for prosecution or any claim for damages therefore, and Tenant
agrees to indemnify and hold harmless the City for all loss and
damage which the City may suffer by reasons of such Agreement
termination, whether through inability to re-let the Demised
Premises, or 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 Agreement to be due and .payable immediately, in
which event Tenant agrees to pay the same at once, togetherwith
all rents therefore due, at the address of the City, as provided in
the Notices section of this Agreement; provided, however, that
such payment shall not constitute a penalty, forfeiture, or
liquidated damage, but shall merely constitute payment in
advance of the rents for the remainder of said term and such
payment shall be considered, construed and taken to be a debt
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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-
letthe Demised Premises, or portions thereof, for such terms and
upon such conditions which the City deems, in its sole discretion,
desirable, and to receive the rents therefore, and Tenant shall pay
the City any deficiency that may arise by reason of such re-letting,
on demand at any time and from time to time at the office of the
City; and for the purpose of re-letting, the City may (i) make any
repairs, changes, alterations or additions in or to said Demised
Premises that may be necessary or convenient; (ii) pay all costs
and expenses therefore from rents resulting from re-letting; and
(iii) Tenant shall pay the City any deficiency as aforesaid.
19.1.4 Take possession of any personal property owned by Tenant on
said Demised Premises and sell the same at public or private sale,
and apply same to the payment of rent due, holding 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 Agreement which shall not be paid when due shall bear
interest at the maximum legal rate of interest per annum then
prevailing in Florida from the date when the same was payable by
the terms hereof, until the same shall be paid by Tenant. Any
failure on the City's behalf to enforce this Section shall not
constitute a waiver of this provision with respect to future accruals
of past due rent. No interest will be charged for payments made
within the grace period, such grace period to be defined as within
five days of the due date. In addition, there will be a late charge of
Fifty ($50.00) Dollars for any payments submitted after the grace
period.
19.1.6 If Tenant shall default in making any payment of monies to any
person or for any purpose as may be required hereunder, the City
may pay such expense but the City shall not be obligated to do so.
Tenant upon the City's paying such expense shall be obligated to
forthwith reimburse the City for the amount thereof. All sums of
money payable by Tenant to the City hereunder shall be deemed
as rent for use of the Demised Premises and collectable by the
City from Tenant as rent, and shall be due from Tenant to the City
on the first day of the month following the payment of the expense
by the City.
19.1.7 The rights of the City under this Agreement shall be cumulative
but not restrictive to those given by law and failure on the part of
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the City to exercise promptly any rights given hereunder shall not
operate to waive or to forfeit any of the said rights.
19.2 Default by City:
The failure of the City to perform any of the covenants, conditions and
agreements of this Agreement which are to be performed by the City and the
continuance of such failure for a period of thirty (30) days after notice thereof
in writing from Tenant to the City (which notice shall specify the respects in
which Tenant contends that the City failed to perform any such covenant,
conditions and agreements) shall constitute a default by the City, unless
such default is one which cannot be cured within thirty (30) days because of
circumstances beyond the City's control, and the City within such thirty (30)
day period shall have commenced and thereafter shall continue diligently to
prosecute all actions necessary to cure such defaults.
However, in the event the City fails to perform within the initial 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 the City.
19.3 Tenant's Rights on Default:
If an event of the City's default shall occur, Tenant, to the fullest extent
permitted by law, shall have the right to pursue any and all remedies
available at law or in equity, including the right to sue for and collect
damages, including reasonable attorney fees and costs, to terminate this
Agreement (and all of its obligations hereunder by giving notice of such
election to the City, whereupon this Agreement shall terminate as of the date
of such notice), to specifically enforce Tenant's rights; and/or to enjoin the
City.
20. Indemnity Against Costs and Charges.
20.1 The Tenant shall be liable to the City for all costs and charges, expenses,
reasonable attorney's fees, and damages which may be incurred or
sustained by the City, by reason of the Tenant's breach of any of the
provisions of this Agreement. Any sums due the City under the provisions of
this item shall constitute a lien against the interest of the Tenant and the
Demised Premises and all of Tenant's property situated thereon to the same
extent and on the same conditions as delinquent rent would constitute a lien
on said premises and property.
20.2 If Tenant shall at any time be in default hereunder, and if the City shall deem
it necessary to engage an attorney to enforce the City's rights and Tenant's
obligations hereunder, the Tenant will reimburse the City 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
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and appellate levels.
21. Indemnification Against Claims.
21.1 The Tenant shall indemnify and save the City 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 other land 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 Tenant, or any employee,
agent, contractor, invitee, guest, assignee, sub-tenant or
subcontractor of the Tenant;
21.1.2 Any misuse, neglect, or unlawful use of the Demised Premises by
Tenant, or any employee, agent, contractor, invitee, guest,
assignee, sub-tenant or subcontractor of the Tenant, but not to
include trespassers upon the Demised Premises;
21.1.3 Any breach, violation, or non-performance of any undertaking of
the Tenant under this Agreement;
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 this Agreement.
21.2 Tenant agrees to pay all damages to the Demised Premises and/or other
facilities used in connection therewith, caused by the Tenant or any
employee, guest, or invitee of the Tenant.
22. Signs and Advertising.
Without the prior written consent of the City, 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 additional signage shall comply with signage
standards established by the City and comply with all applicable building codes, and
any other municipal, County, State and Federal laws.
23. Effect of Conveyance.
Intentionally Omitted.
24. Damage to the Demised Premises.
24.1 If the Demised Premises shall be damaged by the elements or other casualty
not due to Tenant's negligence, or by fire, but are not thereby rendered
untenantable, as determined by the City, in its sole discretion, in whole or in
part, and such damage is covered by the City's insurance, if any, (hereinafter
referred to as "such occurrence"), the City, shall, as soon as possible after
14
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 the
City, in its sole discretion, only in part, the City shall as soon as possible
utilize the insurance proceeds to cause the damage to be repaired, and the
Rent meanwhile shall be abated proportionately as to the portion of the
Demised Premises rendered untenantable; provided however, if the Demised
Premises are by reason of such occurrence, rendered more than 50% but
less than 100% untenantable, as determined by the City, in its sole
discretion, the City shall promptly obtain a good faith estimate of the time
required to render the Demised Premises tenantable. If such time exceeds
sixty (60) days, either party shall have the option of canceling this
Agreement, which option shall be exercised by the party opting to cancel, in
writing within ten (10) days of receipt of notice of same to the other party.
24.2 If the Demised Premises shall be rendered wholly untenantable by reason of
such occurrence, the City shall have the option, but not the obligation, in its
sole discretion, to utilize the insurance proceeds to cause such damage to be
repaired and the Rent meanwhile shall be abated. However, the City shall
have the right, to be exercised by notice in writing delivered to Tenant within
sixty (60) days from and after said occurrence, to elect not to reconstruct the
destroyed Demised Premises, and in such event, this Agreement and the
tenancy hereby created shall cease as of the date of said occurrence, the
rent to be adjusted as of such date. If the Demised Premises shall be
rendered wholly untenantable, the Tenant shall have the right, to be
exercised by notice in writing, delivered to the City within thirty (30) days from
and after said occurrence, to elect to terminate this Agreement, the Rent to
be adjusted accordingly. Notwithstanding any clause contained in this
Section, if the damage is not covered by the City's insurance, then the City
shall have no obligation to repair the damage, but the City shall advise
Tenant in writing within thirty (30) days of the occurrence giving rise to the
damage and of its decision not to repair, and the Tenant may, at any time
thereafter, elect to terminate this Agreement, and the Rent shall be adjusted
accordingly.
25. Quiet 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 Agreement.
26. Waiver.
26.1 It is mutually covenanted and agreed by and between the parties hereto that
the failure of the City to insist upon the strict performance of any of the
conditions, covenants, terms or provisions of this Agreement, or to exercise
any option herein conferred, will not be considered or construed as a waiver
or relinquishment for the future of any such conditions, covenants, terms,
provisions or options but the same shall continue and remain in full force and
15
effect.
26.2 A waiver of any term expressed herein shall not be implied by any neglect of
the City 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 the City after breach of any
condition, covenant, term or provision herein contained shall not be deemed
a waiver of such breach, but shall be taken, considered and construed as
payment for use and occupation, and not as rent, unless such breach be
expressly waived in writing by the City.
27. Notices.
The addresses for all notices required under this Agreement shall be as follows, or
at such other address as either party shall be in writing, notify the other:
LANDLORD: City Manager
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
With copies to: Asset Manager
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
TENANT: Sunrise Community, Inc.
8128 Collins Avenue
Miami Beach, Florida 33141
ATTN: Kathy Childs
With a copy to: Sunrise Community, Inc.
9040 Sunset Drive, Suite L
Miami, Florida 33173
ATTN: Kathy Childs
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 Agreement contains all of the agreements between the parties hereto, and it
may not be modified in any manner other than by agreement in writing signed by all
the parties hereto or their successors in interest. The terms, covenants and
conditions contained herein shall inure to the benefit of and be binding upon the City
and Tenant and their respective successors and assigns, except as may be
otherwise expressly provided in this Agreement.
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29. Provisions Severable.
If any term or provision of this Agreement or the application thereof to any person or
circumstance shall, to any extent, be invalid or unenforceable, the remainder of this
Agreement, or the application of such term or provision to persons or circumstances
other than those as to which it is held invalid or unenforceable, shall not be affected
thereby and each term and provision of this Agreement shall be valid and be
enforced to the fullest extent permitted by law.
30. Captions.
The captions contained herein are for the convenience and reference only and shall
not be deemed a part of this Agreement or construed as in any manner limiting or
amplifying the terms and provisions of this Agreement to which they relate.
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 Agreement shall be governed by and construed in accordance with the law of
the State of Florida.
33. Limitation of Liability.
The City desires to enter into this Agreement only if in so doing the City can place a
limit on the City's liability for any cause of action for money damages due to an
alleged breach by the City of this Agreement, so that its liability for any such breach
never exceeds the sum of Ten Thousand ($10,000.00) Dollars and 00/100. Tenant
hereby expresses its willingness to enter into this Agreement with the Tenant's
recovery from the City for any damage action for breach of contract to be limited to
a maximum amount of Ten Thousand (10,000.00) Dollars and 00/100. Accordingly,
and notwithstanding any other term or condition of this Agreement, Tenant hereby
agrees that the City shall not be liable to Tenant for damage in an amount in excess
of Ten Thousand ($10,000.00) Dollars and 00/100 for any action or claim for breach
of contract arising out of the performance or non-performance of any obligations
imposed upon the City by this Agreement. Nothing contained in this Section or
elsewhere in this Agreement is in any way intended to be a waiver of the limitation
placed upon the City'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 City the Demised Premises, together with any and all equipment, fixtures,
furnishings, appliances or other personal property, if any, located at or on the
Demised Premises and used by Tenant in the maintenance, management or
operation of the Demised Premises, excluding any trade fixtures or personal
property, if any, which can be removed without material injury to the Demised
Premises, free of all liens, claims and encumbrances and rights of others orbroom-
clean, together with all structural changes, alterations, additions, and improvements
17
which may have been made upon the Demised Premises, in good order, condition
and repair, reasonable wear and tear excepted, subject, however, to the
subsequent provisions of this Section. Any property which pursuant to the provisions
of this Section is removable by Tenant on or at the Demised Premises upon the
termination of this Agreement and is not so removed may, at the option of the City,
be deemed abandoned by the Tenant, and either may be retained by the City as its
property or may be removed and disposed of at the sole cost of the Tenant in such
manner as the City may see fit. If the Demised Premises and personal property, if
any, be not surrendered at the end of the Term as provided in this Section, the
Tenant shall make good the City all damages which the City shall suffer by reason
thereof, and shall indemnify and hold harmless the City against all claims made by
any succeeding tenant or purchaser, so far as such delay is occasioned by the
failure of 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. Attorneys Fees.
If it becomes necessary for City or Concessionaire to enforce their respective rights
under this Agreement or any part hereof through litigation, Concessionaire and City
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.
37. Venue.
This Agreement shall be enforceable in Miami-Dade County, Florida, and if legal
action is necessary by either party with respect to the enforcement of any and all the
terms or conditions herein, exclusive venue for the enforcement of same shall lie in
Miami-Dade County, Florida.
CITY AND TENANT HEREBY KNOWINGLY AND INTENTIONALLY WAIVE THE
RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING THAT THE CITY
AND TENANT MAY HEREIN AFTER INSTITUTE AGAINST EACH OTHER WITH
RESPECT TO ANY MATTER ARISING OUT OF OR RELATED TO THIS
AGREEMENT.
38. Radon is a naturally occurring radioactive gas that, when it is accumulated in a
building in sufficient. quantities, may present health risks to persons who are
exposed to it over time. Levels of Radon that exceed Federal and State guidelines
have been found in buildings in Florida. Additional information regarding Radon and
Radon testing may be obtained from your County Public Health Unit.
18
IN WITNESS WHEREOF, the parties hereto have caused these presents to be
signed by the re pec ~ve duly authorized officers and the respective corporate seals to be
affixed this day of ~/L-~(~ , 2008.
ATTEST:
CITY OF MIAMI BEACH, FLORIDA
BY: BY:
Robert Parcher City Clerk -- ~ Ma or
' Matti Herrera Bower ~ y
ATTEST:
BY:
~/, ~
Bti
SUNRISE COMMUNITY, INC.
APPROVED AS TO
CORPORATE SEAL e~ FOR EXECUTION
(affix here)
W Y DY
e ate
F:\ECON\$ALLWSSETLog Cabin\SunriseCommunity.2ndLease.2ndReading.L .doc
19
s..~~>~.r .r>t~. ~r~ crt ...~_
(Print Name)
(Print Name)
Exhibit 1
(the "Demised Premises")
6 1 s t S T R E E T
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S T R E E T
20
Exhibit 8.4.1
(the "Improvement Area")
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-- 82nd Street
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21
Exhibit 8.4.3
(the "Approved Improvements")
~~A~
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SUNRISE
COMMUNITY, INC.
Fmpowa- O~come. Achlevc.
~,~ _ Morth March 28, 2008
5450 Sterling Road
Davie, Forida 33314 Ana Cecilia Velast:o
Tel. 954.744.1126 Office ofAsset Man ement
~
Fax 954.744.1130 City of Miami Beach
~ south
11290 S.W. 80th Terrace 1700 Convention Center Drive
Miami, Florida 33173 Miami Beach, Florida 33139
Tel. 305.270.7057
Fax 305.270.7050 Dear Ms. Velasco,
Operations -Southwest Miami
22300 s.w. 162nd Avenue
Miami, Florida 33170 In accordance with Section 8.4 of the Sunrise Community, Ina lease
Tel. 305.245.61 SO agreement, I am including the proposed renovations within the
Fax 3os.zas.s986 designated Improvement Area Located at 8128 Collins Avenue.
www.sunrisegroup.org
1. Exterior painting of the Classroom Building (Adult Day Training)
~~ ~ ~ eoard Estimated cost: $4,350.
Cit~irpenon Completed by: June 30, 2008
Stephen L Rice, CLIJ, ChFC
W"t Yta ~"'r~°" 2. Install gutters, pipes, pump, electrical connections and water
v ~~ ~~
'
' retention containers to existing sprinkler system to promote water
Pauline A. Young, EdD
~ conservation while improving the irrigation of the plants.
Estimated cost: $6,000
Geraldine Tucker Completed by: September 30, 2408
Trraaarrer
F. losePh ""`ana`k'" I"• Esq. 3. An arbor and total landscaping around the perimeter of the
Board ~ Dire~ors property to help beautify the area.
oarath w Adside
y Estimated cost: S4,b00
Edwin T. Cosby Com leted b December 31, 2008
P Y~
Connie Crowther
Barnett A. Greerdrerg, DBA All improvements will be compatible with the current design and
Ridrard H. McCarthy enhance the nei borhood and ro e
gh p p rty of the City Of Miami Beach.
Robert H. Moring, CLU, CFP
' If you should require any additional information, please contact me at
Daniel ). o
cannell, Edo (305)273-3064.
Rase B. Pupl-Palacios
Jose E. Sou[o
Gloria A. Wetherington
Sth~relY>
Marilyn M. Wycoff ~f{~`_' ~" ' , ~ ~~~~ ~ ~~ _
Kathleen M. Childs -~'~J
OH'icera of the corporation Division Vice President
nr,idatt/cEO Sunrise Community Inc.
Leslie W. Leech, Jr.
Serretary/Treawrrer
James G. Weeks, PnD
Anon-profit organization transforming
the lives of people with developmental disabilities
22