HomeMy Public PortalAbout14-8846 Agreement with 3400 LLC/ To Renew the Office Space Lease for One Year Sponsored by: City Manager
RESOLUTION NO. 14-8846
A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF OPA-LOCKA, AUTHORIZING THE CITY MANAGER TO
NEGOTIATE AND ENTER INTO AN AGREEMENT WITH 3400
LLC, IN A FORM THAT IS ACCEPTABLE TO THE CITY
ATTORNEY, TO RENEW THE OFFICE SPACE LEASE FOR
ONE YEAR, BEGINNING OCTOBER 1, 2014 THROUGH
SEPTEMBER 30,2015, A BUDGETED ITEM,PAYABLE FROM
ACCOUNT NUMBER 19-519440; PROVIDING FOR
INCORPORATION OF RECITALS; PROVIDING FOR, AN
EFFECTIVE DATE
WHEREAS, pursuant to Resolution 13-8672, the City leased office space at 3400 NW
135`h Street, Building B, Opa-locka, from the property owner 3400 LLC; and
WHEREAS,the City of Opa-locka is in the process of constructing a new City Hall and in
the interim desires to temporarily renew the leased office space from 3400 LLC; and
WHEREAS,the City Commission of the City of Opa-locka desires to authorize the City
Manager to negotiate and enter into an agreement with 3400 LLC,in a form that is acceptable to
the City Attorney, to lease the office space beginning October 1, 2014, through September 30,
2015.
NOW,THEREFORE,BE IT DULY RESOLVED BY THE CITY COMMISSION OF
THE CITY OF OPA-LOCKA:
Section 1. The recitals to the lease agreement herein are incorporated by reference.
Section 2. The City Commission of the City of Opa-locka authorizes the City Manager
to negotiate and enter into an agreement with 3400 LLC, in a form that is acceptable to the City
Attorney, to renew the lease for office space from 3400 LLC,beginning October 1, 2014,through
September 30, 2015.
Resolution No. 14-8846
Section 3. This resolution shall take effect immediately upon adoption.
PASSED AND ADOPTED this 17ffi day of September, 2014.
M RA AYLOR
MAYOR
Attest:
J na Flores
C ty Clerk
Approved as to form and legal sufficiency:
Jos h S.PC0eller, Esq.
G ENS ON MARDER, PA
Ci Attorney
Moved by: VICE MAYOR KELLEY
Seconded by: COMMISSIONER JOHNSON
Commission Vote: YES
Commissioner Holmes: YES
Commissioner Johnson: YES
Commissioner Santiago: YES
Vice-Mayor Kelley: YES
Mayor Taylor: YES
City of Opa-Locka
Agenda Cover Memo
Commission Meeting 09/10/2014 Item Type: Resolution Ordinance Other
Date: g
(EnterX in box)
Fiscal Impact: Ordinance Reading: 1st Reading god Readin
(EnterXinbox) Yes No (Enter X in box)
Public Hearing: Yes No Yes No
(Enter X in box)
Funding Source: 19-519440 Advertising Requirement: Yes No
(Enter AcctNo.) BUDGETED (Enterxin box)
Contract/P.O.Required: Yes No RFP/RFQ/Bid#:
(EnterX in box) N/A
Strategic Plan Related Yes No Strategic Plan Priority Area: Strategic Plan Obj./Strategy: (list the
(Enter X in box) specific objective/strategy this item will address)
Enhance Organizational Q
Bus.&Economic Dev Q
Public Safety Q
Quality of Education D
Qual.of Life&City Image
Communcation
Sponsor Name City Manager Department: City Manager
Short Title:
A RESOLUTION OF THE CITY OF OPA-LOCKA, FLORIDA AUTHORIZING THE CITY MANAGER TO NEGOTIATE OF THE
LEASE AGREEMENT FOR 3400 LLC, IN A FORM ACCEPATABLE TO THE ATTORNEY FOR A PREIOD OF ONE YEAR
BEGINNING OCTOBER 1, 2014 AND ENDING SEPTEMBER 30, 2015, PAYABLE FROM ACCT NO 19-519440
(BUDGETED)
Staff Summary:
The City of Opa-locka leased temporary office space at 3400 NW 135th Street last year while we went through the
process of obtaining funding and contracting for construction of our new City Hall. The City was successful in
obtaining a bank loan to build the new City Hall which requires construction to be complete by December 2015.
The Request for Proposal (RFP) process to select a design-build contractor for new City Hall is complete. We
expect the design and permitting to be completed before the end of the year, construction will begin in January,
with the new City Hall building completed by August.
Proposed Action:
Approval
Attachment:
(1) 3400 LLC lease agreement
(2) Resolution 13-8672
Memorandum
TO: Mayor Myra L. Taylor
Vice-Mayor Joseph L. Kelley
Commissioner Timothy Holmes
Commissioner Dorothy Johnson
Commissioner Luis B. Santiago
FROM: Kelvin Baker, Sr. , City Manager G!w
DATE: September 5, 2014
RE: Resolution: Renewal of 3400 NW 135th Street Lease Agreement
Request: A RESOLUTION OF THE CITY OF OPA-LOCKA, FLORIDA AUTHORIZING
THE CITY MANAGER TO NEGOTIATE OF THE LEASE AGREEMENT FOR
3400 LLC, IN A FORM ACCEPATABLE TO THE ATTORNEY FOR A
PREIOD OF ONE YEAR BEGINNING OCTOBER 1, 2014 AND ENDING
SEPTEMBER 30, 2015, PAYABLE FROM ACCOUNT NUMBER 19-519440,
(BUDGETED)
Description: The City of Opa-locka leased temporary office space at 3400 NW 135th Street last year
while we went through the process of obtaining funding and contracting for construction
of our new City Hall. The City was successful in obtaining a bank loan to build the new
City Hall which requires construction to be complete by December 2015.
Financial Impact: To be determined.
Implementation Timeline: October 1, 2014
Legislative History: Resolution#13-8672
Recommendation(s): Staff recommends approval.
Analysis: The Request for Proposal (RFP)process to select a design-build contractor for new City Hall is
complete. We expect the design and permitting to be completed before the end of the year, construction will
begin in January,with the new City Hall building completed by August.
Attachments: (1) 3400 LLC lease agreement
(2)Resolution 13-8672
PREPARED BY: Faye Douglas,Budget Administrator
Sponsored by: Mayor Taylor
RESOLUTION NO.114M
A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF OPA LOCKA,FLORIDA,RESCINDING RESOLUTION NO
134666, AND AUTHORIZING THE CITY MANAGER TO
MOVE CITY OFFICES TO 3400 NW 135TH STREET,
BUILDING B, INSTEAD OF MODULAR TRAILERS, AS A
MORE COST EFFECTIVE OPTION AT A COST OF$12,67333
MONTHLY AND A TOTAL ESTIMATE FOR THE MOVE OF
$8050000,PAYABLE FROM ACCOUNT NUMBER 19519390,A
NON-BUDGETED ITEM;PROVIDING FOR INCORPORATION
OF RECITALS;PROVIDING FOR AN EFFECTIVE DATE
WHEREAS, Resolution No. 13-8666, adopted July 2013, authorized the City Manager to
move the City Administrative Offices to modular trailers at a cost not to exceed$300,000;and
WHEREAS,the owner of 3400 NW 135th Street has presented a more suitable offer to the
City of Opa-locks;and
WHEREAS, the building 3400 NW 135th is serviced by Pump Station 7, is currently under
moratorium for new development,and scheduled to be renovated in the upcoming year;and
WHEREAS,Miami-Dade County DERM has approved the City relocating to the site,as it is
temporary and the Offices will be used only during normal business hours;and
WHEREAS,the City staff has determined that 3400 NW 135th Street is a better option than
the modular trailers because: 1) the space is large enough for all employees, 2) it is cost saving - in
excess of$200,000,3)it has an existing Server room,and 4)it is close to major thoroughfare;and
WHEREAS,the City Commission of the City of Opa locks desires to move the City offices
to 3400 NW 135th Street;and
Resolution No. 13-8672
WHEREAS, the City Commission of the City of Opa-locks authorizes the City Manager to
move City oilices,as a cost effective option,to 3400 NW135th street;Building B,instead of to modular
haikm
NOW, THEREFORE, BE IT DULY RESOLVED BY THE CITY COMUSSION OF
THE C1TY OF OPA-LOCKA,FLORIDA:
Section 1. The recitals to the preamble herein are incorporated by reference.
Section 2. The City Commission of the City of Opa-locks hereby rescinds Resolution No.
13-8666,and authorizes and directs the City Manager to relocate City offices as a cost effective option to
3400 NW 135th Street,Building B,instead of to modWar trailers,at a cost of$12,67333 monthly,with the
total estimate cost of the relocation at$80,500.00,payable from Account Number 19-519390,which is a
non4xx*ted item.This Resolution authorizes execution of a lease agreement from 10-1-13 to 10-2-14.
Section 3. This Resolution authorizes the allocation of an amount not to exceed twenty-
five thousand dollars ($25,000) from Account Number 19-519390 for the retrofitting of the
building and the performance of an air quality control check. The air quality control check shall
be conducted within sixty(60)days.
Section 4. This resolution shall take effect immediately upon adoption.
PASSED AND ADOPTED this e day of September.2013.
AYLOR
MAYOR
Attest to:
amra Flores
ity Cleric
Resolution No. 13-8672
Approved as to form and legal sufficiency:
Jo h S. ller
Ci A ey
Moved by: COMMISSIONER SANTIAGO
Seconded by: COMMISSIONER JOHNSON
Commission Vote: 4-1
Commissioner Holmes: NO
Commissioner Johnson: YES
Commissioner Santiago: YES
Vice-Mayor Kelley: YES
Mayor Taylor. YES
3400 LLC
275 FONTAINBLEAU BLVD #105
MIAMI, FLORIDA 33172
305-220-4101
FAX 305-220-6277
COMMERCIAL-LEASE BUILDING "B" 3400
THIS AGREEMENT entered into as of the s day of &r ,2013,by and
between 3400, LLC, a Florida Limited Liability Company, whose address is 275 Fontainebleau
Blvd., Suite 105, Miami, Florida 33172, hereinafter referred to as "Landlord" or "Lessor". and
The City of OPA-LOCKA, whose address is 780 Fisherman Street, 4th Floor Opa-Locka,
Florida 33054 hereinafter called "Tenant".
Upon the terms and conditions hereinafter set forth, in consideration for the payment
of rents hereinafter provided and in consideration of the performance continuously by Tenant
of each and every covenant and agreement herein contained to be kept and performed, the
performance of each and every one of which is declared to be an integral part of the
consideration to be paid by Tenant, Landlord does hereby lease, rent and demise unto Tenant
and Tenant does hereby lease from and of the Landlord Building "B", located at 3400 NW
135 Street, Opa Locka, Florida 33054, (as illustrated in Exhibit A attached and incorporated
herein) (the "Leased Premises")- together with all easements, rights and appurtenances thereto,
including the rights and easements, if any, providing for ingress, egress, utilities, parking and
traffic circulation,including, but not limited to, cross access. Tenant shall also be allowed to use
the vacant lot 13422 Alexandria Drive, Opa Locka, FL/ folio # 08-2128-007-0200 as an over
flow parking area which shall be maintained by Tenant.
A second building on the site, which is depicted on Exhibit A as Building "A", is not
included in this Lease. The Leased Premises shall for all purposes under this Lease be deemed
to contain 15,208 rentable square feet, notwithstanding that the inside premises may actually
contain a lesser or greater number of square feet of area. The Tenant has had ample
opportunity to inspect and measure premises and accepts the same.
1. TERM. The term of this Lease shall begin October 1, 2013 (the
"Commencement Date"). and shall end September 30, 2014, unless sooner terminated as
hKeinafter provided (the "Term" or "Lease Term"). "Possession Date" shall begin on
2013.
2. RENT.
444713-5
A. BASE RENT. Tenant shall pay to Landlord, at 275 Fontainebleau
Blvd., Suite 105,Miami, Florida 33172, or to such other person or such other place as directed
from time to time by notice to Tenant from Landlord, minimum annual "Base Rent"& based
on a calculation structure of $10 dollars per sq./ft. and adjusted likewise during the Lease
Term, an amount equal to ONE HUNDRED FIFTY-TWO THOUSAND and EIGHTY
00/100 DOLLARS ($152,080.00) payable as specified below, plus the total amount of Florida
and local sales or rent tax, or similar amount assessed against such rent, due thereon, and all
other payments and/or additional due hereunder, if applicable. The annual Base Rent shall be
payable in equal monthly installments of$12,673.33.
The Base Rent, together with any and all sales and use taxes levied upon the use and
occupancy of the Leased Premises, shall be paid by Tenant to Landlord, in advance of each
monthly period, on the 1 st day of each and every month during the Lease Term. The Landlord
will prorate any rents prior to the lease commencement date
B INTENTIONALLY OMITTED. See [Section 4] below.
C. LATE CHARGE. Tenant shall pay to Landlord a late charge of Five
Percent (5 9/o) of any monthly rental installment not received by Landlord within fifteen (15)
days after the monthly rental installment is due, and shall bear interest at 12% per annum from
the date due until paid. Such interest and late charge shall be payable as additional rent. Such 15
day period prior to which such late charge and interest are imposed shall not constitute a grace
period. Checks returned from the bank must be covered by cash, cashier's check, or money
order, plus (i) a $50.00 returned check charge for administrative fees, and (ii) whatever fees are
levied by Landlord's bank in connection therewith, all of which charges shall be due Landlord
as additional rent hereunder. Any time Tenant does not pay any rent or additional rent due
hereunder by its due date, and Landlord serves a 3 day notice upon Tenant, Tenant agrees to
and shall pay the Landlord the sum of $275.00 for attorney's fees for preparation and for
service of such notice, which $275.00 shall be due as additional rent to Landlord. All payments
due from Tenant under this Lease that, even if not specifically designated as rent, shall be due,
payable,and enforceable and be deemed as additional rent hereunder.
D. REAL ESTATE TAXES. Tenant is responsible for a real estate taxes
and assessments, special or otherwise, public charges, ordinary and extraordinary assessments
of every kind and nature whatsoever which are due levied, assessed or imposed by any public
authority with respect to the Leased Premises, or any part thereof, or on any improvements at
any time situated thereon or assessed on the interest of Lessor in or under this Lease or arising
out of the occupancy, use or possession of the Leased Premises, subsequent to the
commencement of the term of this Lease and during the term of this Lease, as well as any
installments of assessments falling due during the term of the Lease, provided that Landlord
has made previous disclosure of such due installments or assessments. The Landlord shall also
cooperate with the Tenant to apply all permissible Property tax exemptions.
Landlord is responsible for all real estate taxes and assessments, special or
otherwise,public charges, ordinary and extraordinary assessments of every kind and nature
444713-5
2
whatsoever which are due, levied, assessed or imposed by any public authority with respect to
all other portions of the property not leased by Tenant.
Tenant shall be responsible for the payment of any and all taxes assessed upon
the fixtures, furnishings, equipment and all other personal property of the Tenant contained in
the Leased Premises regardless of when such taxes become due and payable. For the purpose
of determining said amount, the figures supplied by the County Assessor as to the amounts so
assessed shall be conclusive. Tenant shall comply with any and all reporting requirements for
the property located in the Leased Premises.
Furthermore, Tenant hereby covenants and agrees to pay monthly, as additional
rent, any sales, use or other tax, excluding State and/or Federal Income Tax, now or hereafter
imposed upon rents by the United States of America, the State of Florida, or any political
subdivisions thereof, to Landlord, notwithstanding the fact that such statute, ordinance or
enactment imposing the same may endeavor to impose the tax on Landlord. In the event any
of same become exempt, due to Tenant's usage, proof of said exemption shall be given the
Lessor,prior to it not being compelled to pay, as additional rent.
Tenant shall be exempt from paying its share of the Real Estate taxes and sales
taxes upon its approval of tax exemption from the State of Florida and submission of tax
exemption certificate to the Landlord. Any real estate tax reduction received by Landlord due to
Tenant's tax-exempt status and occupancy of the Premises shall be passed through to Tenant. If
Tenant is unsuccessful securing the real estate Tax exemption, the amount of the real estate tax
for the Tenant's portion of the property shall be added to the rent, and considered as additional
rent.
3. RENTAL PROVISIONS.
A. It is the intention of Landlord and Tenant that the rental herein
specified shall be paid to Landlord without set-off, abatement, demand, notice or deduction of
any kind whatsoever. Accordingly, all costs, expenses, and obligations of every kind, relating to
the Leased Premises (except as otherwise specifically provided in this Lease) that may arise or
become due during the term of this Lease, and.be the responsibility of the Tenant shall be paid
by Tenant, and the Landlord shall be indemnified by Tenant against such costs, expenses, and
obligations therefor.
B. All charges, costs, and expenses which Tenant is required to pay
hereunder, together with all interest and penalties that may accrue thereon in the event of
Tenant's failure to pay such amounts, and all damages, costs, and expenses which the Landlord
may incur by reason of any default of the Tenant or failure on the Tenant's part to comply with
the terms of this Lease, shall be deemed to be additional rent and,in the event of non-payment
by the Tenant, the Landlord shall have all the rights and remedies with respect thereto as the
Landlord has for the non-payment of the Base Monthly Rent.
C. Intentionally Omitted. See [Section 13].
444713-5
3
D. Notwithstanding any expiration or termination of this Lease prior to the
Lease Expiration Date (except in the case of a cancellation by mutual agreement), Tenant shall
remain obligated to pay all additional rent payable under this Lease.
4. FIRST, LAST, AND SECURITY DEPOSIT. Upon execution of this Lease
Tenant shall deliver to Lessor the sum of $38,019.99 a one month security deposit, plus first
month and last month rent. This security deposit shall be retained by Landlord as security for
the payment by Tenant of the rents and other payments herein agreed to be paid by Tenant and
for the faithful performance by Tenant of the terms and covenants of this Lease. No interest
thereon shall accrue to the Tenant. It is agreed that Landlord, at Landlords option in the
occurrence of Events of Default by Tenant, subsequently defined, may at any time and without
notice to the Tenant apply said sum or any part thereof toward the payment of the rents and all
other sums payable by Tenant under this Lease, and toward the performance of each and every
of Tenant's covenants under this lease. If Tenant fully and faithfully complies with all of the
covenants and obligations hereunder, the security deposit shall be returned by Landlord to
Tenant within 20 days after the expiration of the term of this Lease provided that Tenant shat
have vacated the Leased Premises and returned the keys to the Leased Premises, as found at the
inception of the Lease, to Landlord, less amounts due Landlord to cover damages other than
normal wear and tear to the Leased Premises and/or rentals or other moneys due Landlord
under this Lease.
5. ASSIGNABILITY. Without the written consent of Landlord first obtained in
each case, which consent may not be withheld unreasonably,Tenant shall not assign, transfer,
mortgage, pledge or otherwise encumber or dispose of this Lease or underlet the Leased
Premises or permit the premises to be occupied by other persons. No consent to any
assignment, or encumbrance, or assign shall constitute a further waiver of the provisions of
this Paragraph 5 or require the Landlord to agree to any other assignment, or encumbrance.
Withholding of consent to an assignment shall be deemed reasonable if the proposed
Assignee is not of sufficient financial standing and responsibility at the time of such assignment,
in Landlord's reasonable opinion, as to give assurance to Landlord of such assignee's ability to
pay all rents and other payments due hereunder, to comply with the terms, conditions,
covenants and provisions of this Lease, or if the business of such assignee is hazardous,
disreputable, or illegal,or if the purpose for which the Leased Premises are being leased as stated
in Paragraph 10 hereof shall substantially and materially change (such as from storage and/or
sale of non-hazardous, non-flammable materials to storage and/or sale of hazardous and highly
flammable materials). Tenant shall provide such information as Landlord may reasonably
request in determining whether to approve Tenant's request to assign, including but not limited
to, the assignment agreement and written assurances from such assignee that such assignee will
abide by all of the terms, conditions, covenants and provisions of this Lease and that any
information requested by Landlord from such assignee is true and correct. For purposes hereof,
an assignment includes one or more sales or transfers of more than fifty percent (50%) of the
voting stock of Tenant to a party or parties, who presently are not stockholders or members of
Tenant. Tenant shall pay to Landlord Landlord's reasonable costs and expenses incurred in
444713-5
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connection with approving the assignment, including reasonable attorney's fees, credit check,
etc.
If the Leased Premises be underlet or occupied by anybody other than Tenant, Landlord
may, after default by Tenant, collect rent from the assignee, undertenant, or occupant and apply
the net amount collected to the rent herein reserved; but no such collection shall be deemed a
waiver of this covenant, or the acceptance of the assignee, undertenant, or occupant as Tenant
or a release of Tenant from the further observance and performance by Tenant of the covenants
herein contained.The Leased Premises may not be underlet in part by Tenant.
6. PERSONAL PROPERTY. Tenant assumes all risks of any damage to
Tenant's property that may occur by reason of water or by the bursting or leaking of any pipes
or waste water about the premises, or from any act of negligence of any co-tenant or occupant
of the building, or of any person or fire or hurricane or other Act of God, or from any cause
whatsoever. All property placed or moved into the Leased Premises shall be at the risk of
Tenant, and the Lessor held harmless on same, from the results of the particular above-stated
and delineated occurrences.
7. SALE OF LEASED PREMISES. A sale of the Leased Premises during the
term hereof shall relieve Landlord of responsibility for the return of the security deposit
deposited with Landlord, and Tenant shall look solely to the purchaser for the return thereof,
provided that the Purchaser in writing acknowledges receipt of such deposit. Should purchaser
not acknowledge receipt of such deposit, Landlord shall remain solely responsible for the
return of the Security Deposit.
8. ESTOPPEL/CERTIFICATES. Within seven (7) days of Landlord's written
request,Tenant agrees at any time, and from time to time, to execute, acknowledge and deliver
to Landlord a written statement certifying that this Lease is unmodified and in full force and
effect (or if there have been modifications, that the same is in full force and effect as modified
and stating the modifications), and the dates to which the rent and other charges have been
paid in advance, if any, and whether any violations are in existence as of the date of such
statement. It is intended that any such statement delivered pursuant to this Paragraph 8 may be
relied upon by any prospective purchaser of the fee, or mortgagee upon the fee interest, or by
any assignee or sub-tenant.
9. INSPECTION. Tenant, having examined the Leased Premises is familiar with
the condition thereof and relying solely on such examination will take them in their present
condition. Tenant is acquiring the Leased Premises in "AS IS" condition, and accepts and
ratifies that the Leased Premises contains approximately 15,208 rentable square feet. The
Tenant has been given ample and sufficient time to examine the same and expressly waives any
objections thereto.
10.. PERMITTED USE. Landlord makes no warranty and representation with
regard to the use of the Leased Premises. Tenant has made its own independent investigation
and is satisfied that the Leased Premises may be used for the purposes for which Tenant intends
to use the same. The Leased Premises shall be used for no other purposes, except as Landlord
444713-5
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may reasonably consent to in writing, in advance of said usage, such consent not to be
unreasonably withheld, conditioned, or delayed.
Tenant agrees that it will not engage in any activity that is unlawful, ultra-hazardous or
that would increase the insurance on building of which the Leased Premises are a part nor which
violates any health, zoning, or other municipal, state, or federal law or regulation. However
under no circumstances shall a change in permitted use (i) cause an increase in the insurance cost
of Building of which the Leased Premises are a part or (ii) permit flammable, combustible, or
explosive materials or chemicals to be stored in the Leased Premises. No paints, varnishes,
stains, solvents, glues, or other flammable or combustible or explosive materials or chemicals
will be stored, located, or used within or about the Leased Premises except in compliance with
applicable governmental laws, rules, regulations, and ordinances; and the Tenant will not cut or
saw wood, Formica, and any other material which will result in sawdust or sawdust like material.
Tenant shall not use or permit the Leased Premises to be used in any manner that would render
the insurance thereon void. If Tenant's use of the Leased Premises causes the insurance cost of
Landlord to be increased, Tenant shall pay such additional costs within fifteen (15) days of
demand therefore. Tenant shall not use or occupy the Leased Premises, or permit the Leased
Premises to be used or occupied, contrary to any statute, rule, order, ordinance, requirement or
regulation applicable thereto, or in any manner which would violate any certificate of
occupancy affecting the same, or which would cause structural injury to the improvements, or
cause the value or usefulness of the Leased Premises, or any part thereof, to diminish, or
which would constitute a public or private nuisance or waste.
11. ALTERATIONS. Tenant will make no alterations, additions or improvements
in or to the Leased Premises without the prior written consent of Landlord, such consent not
to be unreasonably withheld, conditioned, or delayed. All permanent additions, fixtures and
improvements, including refrigerated cooling units and air-conditioning systems, made by
Tenant subsequent to the date of this Lease shall be and remain a part of the premises at the
termination of this Lease. Any alterations or improvements made by Tenant shall be made in
good, workmanlike manner and in compliance with applicable building and zoning codes by
appropriately Florida licensed contractors.
12. MAINTENANCE AND REPAIRS.
A. HVAC AND UTILITIES. Landlord represents and warrants to Tenant
that as of the Commencement Date, (i) the heating, ventilation and air conditioning system
(the "HVAC") and all related ductwork are in good condition and operating as intended, and
(ii) all utilities, including, but not limited to water, sewer, gas, and electric, are available to the
Leased Premises in quantities sufficient for Tenant's intended use without repair or
replacement. Tenant, at its sole cost and expense, shall perform any repairs that are required
for the duration of the Lease Term. Tenant, at its sole cost and expense, shall hire
preventative maintenance service for HVAC system for the duration of the Lease Term.
B. LANDLORD OBLIGATIONS. Landlord, during the term of this Lease,
at Landlord's sole cost and expense, shall keep and maintain all exterior and structural portions
of the Leased Premises in good condition and repair. Without limiting the generality of
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the foregoing, Landlord's repair and maintenance obligations hereunder shall specifically
include, but not be limited to, the following. (i) all exterior walls, slabs, underground utilities,
and foundations, (ii) the roof, (iii) the parking lot, driveway, and sidewalks, (iv) all common
elements associated with the property which serve both the Leased Premises and Building A,
and (v) all landscaping.
Repairs rendered necessary by the acts or omissions of Tenant, Tenant's agents,
employees or invitees hs�ll be the responsibility of Tenant. Landlord shall not be liable for
failure to make any such repairs or to perform any maintenance required of Landlord hereunder
unless such failure shall persist for an unreasonable time after Tenant gives Landlord written
notice of the need for such repairs or maintenance.
C. TENANT OBLIGATIONS. Tenant,during the term of this Lease, at
Tenant's sole cost and expense shall keep and maintain the interior of the Leased Premises and
every part thereof in good condition and repair. Tenant's repair and maintenance obligations
hereunder shall include (i) all interior walls, floors, and ceilings, (ii) all furniture, fixtures, and
equipment located within the Leased Premises, (iii) the exterior and interior portion of all doors
and windows, (iv) any Tenant alterations or other improvements performed by Tenant, and (v)
all gas, electrical and plumbing fixtures, systems,and components, the HVAC system, and (vi) all
plate glass,which Tenant shall insure against damage. All repairs and replacements shall be made
in a good and workmanlike manner, in compliance with all applicable governmental
requirements, and with materials of equal quality of that being replaced. Tenant shall make no
opening in the roof or exterior walls without the prior written consent of Landlord.
Tenant shall, at its own expense, keep the Leased Premises clean and will remove all
refuse and garbage therefrom. Garbage and refuse shall be stored at such locations and in such
containers as shall be approved by Lessor. Tenant shall use such rubbish and trash removal
contractors as Lessor, at its option, may designate. Notwithstanding anything contained in this
Lease to the contrary, Tenant shall be responsible for repairs and restoration to the Leased
Premises or the building resulting from, occasioned by, or arising from, any break-ins,
burglaries or attempted break-ins or burglaries in, on or to the Leased Premises.
If Tenant fails to keep, maintain, and preserve the Leased Premises as set forth herein,
Landlord may, but shall not be obligated to, perform or cause to be performed such
maintenance or repairs. Landlord shall have the right, but not the obligation, to enter the
Leased Premises to make such repairs upon Tenant's failure to do so. In such event, upon
written demand therefore, Tenant shall promptly pay the entire, reasonable cost thereof as
additional rent hereunder.
Except as provided herein, before Landlord undertakes any repairs or replacements
which Tenant is required to make, Landlord shall provide Tenant with ten (10) days prior
written notice of the repairs or replacement Tenant is required to make. If any repair or
replacement which Tenant fails to make would result in substantial damage to the Leased
Premises, or any part thereof, then Landlord,without prior written notice to Tenant, may make
such repair or replacement. For purposes hereof,the term "substantial damage"is defined as
444713-5
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damage which causes or could cause damage to the structural portion of the Leased Premises,
to-wit, slab, roof, supporting beams, and exterior walls.
14 UTILITIES / CLEANING. Tenant shall be responsible for the payment of
all of its utilities, including, by way of example, electricity, water, and trash removal (whether
private or municipal).
14. WASTE. Tenant agrees not to commit or suffer any act that would result in
damage to or waste of the Leased Premises.
15. GOVERNMENTAL COMPLIANCE.
A. During the term of this Lease and any extensions thereof, Tenant shall
promptly execute and comply with all statutes, ordinances, rules, orders, regulations and
requirements of the Federal, State and City governments, and any and all of their Departments
and Bureaus, applicable to the Leased Premises regarding by way of example and not in
limitation, compliance with environmental laws regarding Tenant's use of the Leased Premises,
hookup or tie-in to a sewer system, and/or the correction, prevention and abatement of
nuisances or other grievances in, upon or connected with the Leased Premises.
B. This Lease and all of the terms, covenants, conditions and provisions
hereof are in all respects subject and subordinate to all Rules and Regulations, zoning
restrictions affecting the Leased Premises, and the Building in which it is located; and the
Tenant agrees to be bound by such restrictions. Tenant shall be responsible for obtaining such
permits or licenses that may be required for the conduct of its business on the Leased
Premises,inclusive of DERM permits and licenses.
C. HAZARDOUS MATERIALS.
(1) The term "Hazardous Materials" shall mean any substance, water
or material which has or hs al be determined by any state, federal or local governmental
authority to be capable of posing a risk of injury to health, safety, and property, including, but
not limited to, all of those materials,wastes and substances designated as hazardous or toxic by
the U.S. Environmental Protection Agency, the U.S. Department of Labor, the U.S.
Department of Transportation, the Florida Department of Environmental Protection, the
Miami-Dade County Department of Environmental Resources Management, and/or any other
governmental agency now or hereafter authorized to regulate materials and substances in the
environment (collectively "Governmental Authorities'1.
(2) Tenant agrees to take responsibility for any remedial action required
by Government Authorities having jurisdiction regarding. any Hazardous Material if released by
Tenant, its officers, agents, servants, invitees, and contractors. If released by Tenant, its officers,
agents; servants, invitees, and contractors, Tenant shall pay all costs and expenses in connection
with any investigation and remedial activity including,without limitation,all installation,operation,
maintenance, testing, and monitoring costs, all power and utility costs and any and all pumping
taxes or fees that may be applicable to Tenant's activities. When remedial
444713-5
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action by, Tenant is required, Tenant shall perform all such work in a good, safe and
workmanlike manner, in compliance with all laws and regulations applicable thereto, and shall
diligently pursue such investigation and remedial activity until Tenant is allowed to terminate
these activities by those Governmental Authorities having jurisdiction.
(3) Promptly upon Tenant's remediation of the problem and Tenant's
complete performance and satisfaction of all of its obligations hereunder, Tenant, at its sole
cost and expense, shall permanently seal or cap all monitoring wells and test holes to industry
standards in compliance with applicable federal, state and local laws and regulations, remove
all associated equipment, and restore the Leased Premises to its condition existing immediately
prior to the commencement of such remedial action to the maximum extent possible, which
shall include, without limitation, the repair of any surface damage, including paving, caused by
Tenant's activities hereunder.
(4) Tenant shall indemnify, hold harmless, and defend Landlord and
its partners (if a corporation, its stockholders, officers, directors, trustees, employees, and
agents), and any successors, assigns or purchasers (collectively "Indemnitees"), against all
claims, demands, losses, liabilities, costs and expenses, including attorneys' fees (collectively
"Liabilities") imposed upon or accruing against the Indemnitees as actual and direct costs of
investigatory or remedial action required by any Government Authority having jurisdiction, or
as damages to third persons for personal injury or property damage arising from the existence
of any Hazardous Material at the Leased Premises released by Tenant, its officers, agents,
servants, invitees, and contractors. The provisions of this indemnification shall survive the
termination of the lease whether by time or otherwise. Such Liabilities shall include, without
limitation: (i) injury or death to any person, (ii) damage to or loss of use of any other property;
(iii) the cost of any demolition and rebuilding of the improvements on the Leased Premises,
repair, or remediation and the preparation of any closure or other activity required by any
Governmental Authority; (iv) any lawsuit brought or threatened, good faith settlement
reached, or governmental order relating to the presence, disposal, release or threatened release
of any Hazardous material on, from or under the Leased Premises by Tenant; and (v) the
imposition of any liens on the Leased Premises arising from Tenant's activities on the Leased
Premises. Tenant shall not be responsible for existing Hazardous Materials released onto
Leased Premises by Landlord, its officers, agents, servants, invitees, and contractors; or the
subsequent release of Hazardous Materials onto the Leased Premises during the Lease Term
by any other co-tenant or occupant of the building, or of any person or cause whatsoever,
other than Tenant's active or negligent wrongdoing.
(5) Tenant shall use its best efforts (including payment of money)
not to cause or suffer any lien to be recorded against the Leased Premises as a consequence of,
or in any way related to, the presence, remediation or disposal of Hazardous Material in or
about the Leased Premises caused by Tenant, or related in any way to Tenant's activities
pursuant to this Lease, including any mechanics' liens and any so-called state, federal or local
"Superfund" lien relating to such matters.
{6) Tenant covenants and agrees that during the term of the Lease, it
shall not use or store or permit the use or storage by any party or parties whomsoever of any
444713-5
9
Hazardous Material in or about the Leased Premises except in compliance with and not in
contravention of any and all applicable laws, ordinances,rules, and regulations.
(7) Each party shall promptly notify the other party of any inquiry,
investigation, order, or enforcement proceeding by or against the notifying party in connection
with the Leased Premises.
16. INSURANCE.
Throughout the Lease Term: (i) Landlord shall keep in full force and effect "all risk"
property insurance in an amount equal to the full replacement cost of the Leased Premises,
Tenant to reimburse Landlord for its portion of the insurance on the leased space, and; (ii)
Tenant shall keep in full force and effect contents insurance in an amount sufficient to replace
Tenant's furnishings, trade fixtures and equipment located in the Leased Premises.
During the entire term of this Lease (including any extension or renewal period) Tenant,
at its expense, shall keep in full force and effect commercial general liability insurance with a
combined single limit for personal injury or loss of life of not less than $1,000,000 per
occurrence and in which the property damage limit shall be not less than $500,000. The policies
shall contain an endorsement naming Landlord as an additional insured, and shall contain a
clause that the insurer will not cancel or change the insurance without first giving Landlord 15-
days prior written notice. The insurance shall be issued by an insurer of recognized
responsibility, licensed and doing business in the State of Florida, and having a BEST rating of
A+ or better; and a binder for such insurance shall be delivered to Landlord upon execution of
this Lease, and a copy of the policy or a certificate of insurance shall be delivered to Landlord
prior to the commencement date and whenever requested thereafter by Landlord. At least -30-
days prior to each anniversary date of such insurance coverage, proof of that such insurance has
been renewed and payment thereof shall be delivered to Landlord so as to enable it to verify
that the policy has been renewed and paid for the next annual period. In the event Tenant fails
to provide such evidence, or in the event of cancellation, termination or change of such
insurance, Landlord may, but shall not be required to, procure such insurance for Tenant and
the cost thereof shall be charged as additional rent hereunder. Tenant may carry such insurance
under a blanket or umbrella policy.
17. CASUALTY. In the event the Leased Premises, or the building of which the
Leased Premises are a part, shall be destroyed or so damaged or injured by fire or other casualty
during the life of this agreement whereby the same shall be- rendered totally or partially
untenantable, then Landlord shall have the right to render said premises Tenantable, by repairs
completed within 120 days from the date of the casualty solely utilizing any applicable insurance
proceeds paid to it by virtue of such casualty. Tenant, at its sole cost and expense, shall repair
and restore whatever fixtures and equipment it had installed prior to the casualty. If the Leased
Premises are not rendered Tenantable within said time, it shall be optional with either party
hereto to cancel this Lease, and in the event of such cancellation, the rent shall be paid only to
the date of such fire or casualty in the event that the premises were totally untenantable or to
the date of Tenant completely vacating the premises if they were only partially tenantable. The
444713-5
10
cancellation herein mentioned shall be evidenced in writing. During any time that the premises
are untenantable due to causes set forth in this paragraph, the rent shall be abated.
18. CONDEMNATION. In the event any portion of Leased Premises is taken by
any condemnation .,eminent domain proceedings, the monthly rental herein specified to be
paid shall be proportionately reduced according to the area of the Improvements which is
taken, and Tenant shall be entitled to no other consideration by reason of such taking, and any
damages suffered by Tenant on account of the taking of any portion of said Leased Premises
and any damages that shall be awarded to Tenant in said proceedings, shall be paid to and
received by Landlord, and Tenant shall have no right therein or thereto or to any part thereof,
and Tenant does hereby relinquish and assign to Landlord all of Tenant's rights and equities in
and to any such damages. Notwithstanding the foregoing,Tenant shall be entitled to any award
for loss or taking of its trade fixtures or its relocation expenses.
In the event more than twenty (20%) percent or greater of the Leased Premises should
be taken by any condemnation or eminent domain proceedings, and if such taking should
render the Leased Premises unsuitable for the conduct of Tenant's business as provided in
Paragraph 10 of this Lease, then Tenant at its option may terminate this Lease.
Notwithstanding the foregoing, Tenant shall not be precluded from prosecuting any
claim directly against the condemning authority in such condemnation proceedings for loss of
business, or depreciation to, damage to, or cost of removal of, or for the value of, Tenant's
improvements, equipment, trade fixtures, furniture, inventory and other personal property, and
such other claims as Tenant may assert; provided, however, that no such claim shall diminish or
otherwise adversely affect the Landlord's award or the award of any fee mortgagee.
19. RIGHT OF ENTRY. Landlord, or any of its agents, shall have the right to
enter the Leased Premises during business hours with reasonable notice (48 hours), and at any
time in the event of an emergency, to examine the same or to make such repairs, additions, or
alterations as may be deemed necessary for the safety, comfort, or preservation thereof, of said
building, or to exhibit the Leased Premises, and to put or keep upon the exterior "FOR RENT"
signs at any time within 120 days before the expiration of this Lease and at any time "FOR
SALE" signs. Said right of entry shall likewise exist for the purpose of removing placards, signs,
fixtures, alterations or additions which do not conform to this Lease. When entering the Leased
Premises for the foregoing reasons, Landlord agrees to use reasonable efforts not to interrupt
the conduct of Tenant's business.
20. INDEMNIFICATION. In consideration of the Leased Premises being leased to
Tenant, Tenant agrees: That Tenant at all times will indemnify and keep harmless Landlord from
all losses,damages,liabilities and expenses,which may arise or be claimed against Landlord and be
in favor of any person, firm or corporation, for any injuries or damages to the person or property
of any person, firm or corporation, consequent upon or arising from the use or occupancy of said
premises by Tenant, or consequent upon or arising from any acts, omissions, neglect, or fault of
Tenant (its agents, servants, employees, licensees, customers or invitees), or consequent upon or
arising from Tenant's failure to comply with the aforesaid laws, statutes,ordinances or regulations;
that Landlord shall not be liable to Tenant for any damages,losses or
444713-5
11
injuries to the person or property of Tenant which may be caused by the acts, neglect, omissions
or faults of any person, firm or corporation; and that Tenant will indemnify and keep harmless
Landlord from all damages, liabilities, losses, injuries or expenses which may arise or be claimed
against Landlord and be in favor of any person, firm or corporation, for any injuries or damages
to the person or property of any person, firm or corporation, where said injuries or damages
arose about or upon said premises unless caused by Landlord's gross negligence. Such
indemnification shall include reimbursement for all of Landlord's reasonable attorney's fees and
suit costs and expenses at all tribunal levels and post judgment proceedings.
21. QUIET ENJOYMENT.
A. Subject to the terms, conditions and covenants of this Lease, Landlord
agrees that Tenant shall and may peaceably have, hold and enjoy the Leased Premises, without
hindrance or molestation by Landlord.
B. The tenant agrees that its usage of the Leased Premises will not interfere
with the usage of Building "A" by other Tenants. Any violation of same shall constitute a
breach of this Lease.
22. SUBORDINATION.Tenant's rights and this lease shall be subject to any bona
fide mortgage, that exist and/or that may hereafter be placed on the real property of which the
Leased Premises are a part by Landlord; and in the event of any proceedings for the
foreclosure thereof, Tenant shall attorn to and recognize such mortgagee or purchaser at
foreclosure sale as Landlord under this Lease. If Landlord shall finance or refinance the real
property of which the Leased Premises are a part, Tenant agrees to subordinate its interest to
such financing and Tenant agrees to execute in the manner required for recording in the public
records of Miami-Dade County, Florida, an instrument reflecting such subordination 'within
seven (7) days of request. Landlord agrees that contemporaneously with the subordination of
Tenant's interest, Tenant reserves the right to enter into a Non-Disturbance Agreement with
such mortgagee, purchaser, or financing entity as consideration for Tenant's subordination of
its interest in the Leased Premises.
444713-5
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23. LIENS.
A. Tenant further agrees that it will pay all liens of contractors,
subcontractors, mechanics, laborers, materialmen and other items of like character, and will
indemnify Landlord against all legal costs and charges, bond premiums for release of liens,
including counsel fees (and appellate counsel fees) reasonably incurred in and about the
defense of any suit in discharging the said premises any part thereof from any liens, judgments
or encumbrances caused or suffered by Tenant. It is understood and agreed between the
parties hereto that the costs and charges above referred to shall be considered rent due and
shall be included in any lien for rent.
B. Tenant herein shall not have any authority to create any liens for labor or
material on Landlord's interest in the Leased Premises and all persons contracting with Tenant
for the destruction or removal of any building or for the erection, installation, alteration, or
repair of any building, or other improvements on the above described premises, and all
materialmen, contractors, mechanics and laborers are hereby charged with notice that they
must look to Tenant and to Tenant's interests only in the above described property to secure
the payment, of any bill for work done or material furnished during the rental period created
by this Lease.
C. If any such lien, including construction or mechanic's liens, caused or
suffered by Tenant, shall be filed or shall attach, the Tenant shall promptly either pay the same
or procure the discharge of the same by giving security in any manner required or permitted
by law. In the event of Tenant's failure to do any of the foregoing within sixty (60) days of the
filing of the lien or attachment. Lessor may discharge the same and charge all costs in
connection therewith to Tenant (in addition to all other remedies of Lessor), Tenant shall
indemnify, hold harmless and defend the Lessor from and against all claims, demands,
judgments, damages, all liens or encumbrances, and legal proceedings on account of such
furnishing or claimed furnishing of labor machinery or materials.
D. All contractors used onsite shall have liability and work coverage. The
Lessor shall secure insurance certificates of all such contractors, and proof thereof given to
Lessor.
24. SURRENDER.
A. Upon the termination of this Lease,whether by forfeiture,lapse of time
or otherwise, or upon the termination of Tenant's right to possession of the Leased Premises,
Tenant will at once, and without demand, surrender and deliver up the Leased Premises,
together with all fixtures therein and improvements in good condition and repair, reasonable
wear and tear and damage excepted and taking into consideration the existing condition of the
Building. Such fixtures and improvements shall include all plumbing, lighting, light fixtures,
water heater (if any), electrical, heating, cooling and ventilating fixtures and equipment and air
conditioning, together with all duct work. Except as otherwise specifically herein provided, all
additions and all improvements, temporary or permanent, in or upon the Leased Premises
placed there by Tenant shall become Landlord's property and shall remain upon the Leased
444713-5
13
Premises upon such termination of this Lease by lapse of time or otherwise, without
compensation or allowance or credit to Tenant. Specifically: if at the termination of this Lease,
Tenant's personal property has not been removed from the Leased Premises, Landlord shall
give Tenant 30 days in which to remove such personal property. Or even more specifically, if
following such 30 day peruidm /Tenant fails to remove such property, then Landlord is
authorized to remove and discard, at Tenant's expense, such property without further notice to
Tenant. Landlord in such event shall have no responsibility to safeguard such property or to
dispose of it in a commercially reasonable manner, and shall be released of any claim therefor
and held harmless on same
B. Tenant agrees that if Tenant does not surrender the Leased Premises to
Landlord, at the end of the Lease Term or upon any cancellation of the Lease Term, then Tenant
shall pay to Landlord all damages that Landlord may suffer due to Tenant's failure to surrender
to Landlord possession of the Leased Premises, and will indemnify and hold Landlord harmless
from and against all claims made by any succeeding Tenant of said premises against Landlord
due to delay of Landlord in delivery of possession of said premises to said succeeding Tenant so
far as such delay is occasioned by failure of Tenant to so surrender said premises.
25. HOLDING OVER. Any holding over by Tenant of the Leased Premises after
the expiration of this Lease shall, unless options are duly exercised, operate and be construed
to be a tenancy from month to month only at a rate of$15.00 per square foot. In such event,
Tenant agrees to give Landord no less than 90 days notice of its intended surrender date of the
Premises.
26. EVENTS OF DEFAULT. Tenant further agrees that any one or more of the
following events shall be considered events of default as said term is used herein. Tenant
further agrees and acknowledges that the delineated events shall constitute and Tenant shall be
in default if any of the following occur:
A. Tenant shall be adjudged as involuntary bankrupt, or a decree or order
approving, as properly filed, a petition or answer filed against Tenant asking reorganization of
Tenant under the federal bankruptcy laws as now or hereafter amended, or under the laws of
any state, shall be entered, and any such decree of judgment or order shall not have been
vacated or stayed or set aside within 30 days from the date of the entry or granting thereof;
B. Tenant hs al file or admit the jurisdiction of the court and the material
allegations contained in any petition in bankruptcy, or any petition pursuant or purporting to be
pursuant to the federal bankruptcy laws now or hereafter amended, or Tenant shall institute any
proceedings or shall give its consent to the institution of any proceedings for any relief of
Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors,
readjustment of indebtedness,reorganization, arrangements, composition or extension;
[Notwithstanding the provisions of subparagraphs A and B above, any
bankruptcy proceeding which permits Tenant (not a receiver or trustee acting in
lieu of or on behalf of Tenant) to be a debtor in possession shall not constitute a
default so long as all rent required to be paid hereunder is timely paid.]
444713-5
14
C. Tenant shall make any assignment for the benefit of creditors or shall
apply for or consent to the appointment of a receiver for Tenant or any of the property of
Tenant;
D. The Leased Premises, or the personal property of Tenant are levied upon
by any revenue officer or similar officer and the obligation is not paid or bonded within 30 days of
such levy;
E. A decree or order appointing a receiver of the property of Tenant shall be
made and such decree or order shall not have been vacated, stayed or set aside within 30 days
from the date of entry or granting thereof;
F. Tenant shall abandon the same during the term hereof;
G. Tenant shall fail to pay any monthly payments of rent and/or additional
rent required to be made by Tenant hereunder when due.
H. Tenant shall fail to contest the validity of any lien or claimed lien and to
give security to Landlord to insure payment thereof; or, having commenced to contest the same
and having given such security, shall fail to prosecute such contest with diligence, or shall fail to
have the same released and to satisfy any judgment rendered thereon, and such default continues
for 15 days after notice thereof in writing to Tenant;
I. Tenant shall fail to provide the Subordination Agreement requested
pursuant to Paragraph 22 hereof within 7 days of request therefore;
J. Tenant shall fail to use the Leased Premises solely for the purposes stated in
Paragraph 10 hereof;
K. Except as provided in Paragraph 27.C. hereof, Tenant shall default in any
other covenant and agreement herein contained to be kept, other than rental payment hereunder,
observed and performed by Tenant, and such default shall continue for 30 days after notice
thereof in writing to Tenant.
27. LANDLORD'S REMEDIES.
A. Upon the occurrence of any one or more Events of Default,Landlord
shall give Tenant thirty (30) days to cure default(s) (other than the making of any payments of
rent and/or additional rents as herein provided, which cannot with due diligence be cured within
a period of thirty. (30) days) (the "Cure Period"1. and thereinafter, should Events of Default
continue to remain uncured, Landlord shall have the right to terminate this Lease. The Cure
Period, upon mutual agreement between the Landlord and Tenant may be extended beyond the
requisite thirty (30) day period, and shall not be construed as a waiver by Landlord of the
enforcement and adherence to of the Cure Period relating to any subsequent Events of Default.
Upon termination of this Lease, Landlord may re enter the Leased Premises, with process of law
and using such force as may be necessary, and remove all persons, fixtures, and chattels
444713-5
15
therefrom and Landlord shall not be liable for any damages resulting therefrom. Such re entry
and repossession shall not work a forfeiture of the rents to be paid and the covenants to be
performed by Tenant during the full term of this Lease. No re entry by Landlord shall be
deemed an acceptance of the surrender of this Lease. Upon such repossession of the Leased
Premises, Landlord shall be entitled to recover as liquidated damages and not as a penalty a
sum of money equal to the value of the rent and other sums provided herein to be paid by
Tenant to Landlord for the remainder of the Lease Term. Landlord agrees to use. reasonable
efforts to mitigate Tenant's damages in the event of Tenant's default.
B. Upon the occurrence of any one or more events of default,Landlord may
repossess the Leased Premises by forcible entry or detainer suit, or otherwise,without demand
or notice of any kind to Tenant (except as expressly provided for by Florida law) and without
terminating this Lease, in which event Landlord may, but shall be under no obligation to do so,
relet all or any part of the Leased Premises for such rent and upon such terms as shall be
satisfactory to Landlord including the right to relet the Leased Premises for a term greater or
lesser than that remaining under the Lease Term, and the right to relet the Leased Premises as
part of a larger area, and the right to change the character or use made of the Leased Premises.
For the purpose of such reletting, Landlord may decorate or make any repairs, changes,
alterations or additions in or to the Leased Premises that may be necessary or convenient. If
Landlord does not relet the Leased Premises, Tenant shall pay to Landlord on demand as
liquidated damages and not as a penalty a sum equal to the amount of the rent and other sums
provided herein to be paid by Tenant for the remainder of the Lease Term. If the Leased
Premises are relet and a sufficient sum hslll not be realized from such reletting after paying all
of the expenses of such decorations, repairs, changes, alterations, and additions, the expenses
of such reletting and the collection of the rent accruing therefrom (including,but not by way of
limitation, attorneys' fees and brokers' commissions) to satisfy the rent herein provided to be
paid for the remainder of the Lease Term, Tenant shall pay to Landlord on demand any
deficiency, and Tenant agrees that Landlord may file suit to recover any sums falling due under
the terms of this Paragraph 27 from time to time. Any sums or other consideration received by
Landlord on a reletting in excess of the rent reserved in this Lease shall belong to Landlord.
Landlord agrees to use reasonable efforts to mitigate Tenant's damages in the event of Tenant's
default.
C. If default shall be made in any covenant, agreement, condition or
undertaking herein contained to be kept, observed and performed by Tenant (other than the
making of any payments of rent and/or additional rent as herein provided) which cannot with
due diligence be cured within a period of 30 days, and if notice thereof in writing shall be given
to Tenant, and if Tenant, prior to the expiration of 30 days from and after the giving of such
notice, commences to eliminate the cause of such default and proceeds diligently and with
reasonable dispatch to take all steps and do all work required to cure such default and does so
cure such default, then Landlord shall not have the right to declare the term ended by reason of
such default or to repossess without terminating this Lease if such default is completely cured
within -45- days of delivery of notice to cure;provided,however, that the curing of any default in
such manner shall not be construed to limit or restrict the right of Landlord to declare the
444713-5
16
term ended, or to repossess without terminating this Lease, and to enforce all of its rights and
remedies for any other default not so cured.
D. Notwithstanding any other provision of this Lease,if Tenant shall default
in the payment of any rent and/or any other payments required of Tenant, or any part thereof,
and if such default shall continue for a period of three (3) days after the due date thereof,
Landlord may, without terminating this Lease, institute any action, suit or proceeding provided
for by law against Tenant from time to time to recover any of the aforesaid sums which at the
commencement of any action, suit or proceeding shall then be due and payable and which shall
thereafter be due and payable to Landlord under any provisions hereof,without waiting until the
end of the original Lease Term; and neither the institution of such action, suit or proceeding nor
the settlement thereof or entering of judgment therein shall terminate this Lease, nor shall it bar
Landlord from bringing subsequent actions, suits or proceedings from time to time for any sum
or sums of any kind which shall thereafter become due and owing from Tenant to Landlord
under any of the terms of this Lease. Tenant hereby expressly waives any right or defense that it
may have to claim a merger of such subsequent actions, suits or proceedings and any previous
action, suit or proceeding, or in a settlement thereof or judgments entered therein.
28. ACCELERATION. Tenant agrees that Tenant will promptly pay all rent and
additional rent at the times above stated. If any part of the rent and/or additional rent shall not
be paid when due, or within 15 days next after the same shall become due and payable, then in
addition to the remedies provided in Paragraph 27 hereof, Landlord shall have the option of
declaring the balance of the entire rent for the entire rental term of this Lease to be
immediately due and payable, and Landlord may then proceed immediately to collect all the
unpaid rent called for by this Lease,by distress or otherwise.
29. CUMULATIVE REMEDIES. No remedy herein or otherwise conferred
upon or reserved to Landlord shall be considered to exclude or suspend any other remedy, but
the same shill be cumulative and shall be in addition to every other remedy given hereunder
now or hereafter existing at law or in equity or by statute, and every power and remedy given
by this Lease to Landlord may be exercised from time to time and as often as the occasion may
arise or as may be deemed expedient. No delay or omission of Landlord to exercise any right
or power arising from any default shall impair any such right or power nor shall it be construed
to be a waiver of any such default or any acquiescence therein. Neither the tights herein given
to receive, collect, sue for or distrait' for any rent or rents, monies or payments, or to enforce
the terms, conditions, covenants and provisions of this Lease, or to prevent the breach or
nonobservance thereof, or the exercise of any such right or of any other right or remedy
hereunder or otherwise granted or arising, shall in any way affect, impair or toll the right or
power of Landlord to declare the Lease terms hereby granted ended, to terminate this Lease as
provided for in this Lease, or to repossess without terminating this Lease, because of any
default in or breach of the terms, conditions, covenants and provisions of this Lease.
30. WAIVER. No waiver of any breach of any terms, conditions, covenants or
provisions of this Lease shall be construed, taken or held to be a waiver of any other breach or
waiver, acquiescence in or consent to any further or succeeding breach of the same terms,
conditions, covenants and provisions.
444713-5
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No act, omission, waiver, acquiescence or forgiveness by Landlord as to any default in
or failure to perform, either in whole or in part, by Tenant, any of the terms, conditions,
covenants and provisions of this Lease, shall be deemed or construed to be a waiver by Landlord
of the right at all times thereafter to insist upon the prompt, full and complete performance by
Tenant of each and all of the terms, conditions, covenants and provisions thereafter to be
performed in the same manner and to the same extent as the same are herein covenanted to be
performed by Tenant.
31. SIGNS. Tenant has the right to install signs, provided it complies with local
zoning regulations and secures proper permits, no awning or sign shall be painted upon,
attached to or erected to the exterior of the Leased Premises without the written consent of
Landlord having first been obtained, which consent shall not be unreasonably withheld or
delayed, so long as same is/are not in violation of the applicable Laws, Ordinances, Rules and
Regulations. Any awnings and signs attached to or erected on the exterior of the Leased
Premises by Tenant shall be removed at the termination or expiration of this Lease, and Tenant
agrees, at Tenant's expense, to restore such exterior to its original condition, ordinary wear and
tear excepted. Landlord agrees that Tenant shall be permitted to install a sign on the North side
of Building "B" on the Leased Premises.
32. RECORDATION. This Lease shall not be recorded by Tenant except with the
express written approval and consent of Landlord. Tenant agrees to execute upon execution of
this Lease, in recordable form, a short form of lease which will be recorded in the Public
Records of Miami-Dade County, Florida, incorporating the language of paragraphs 22 and 23
hereof and such other information so as to identify the Lease and the parties.
33. ATTORNEY'S FEES AND COSTS. Tenant shall pay all reasonable costs of
proceedings by Landlord, if Landlord is the prevailing party, for recovery of rents or for
recovery of the possession of the Leased Premises or for the enforcement of any of the terms
and conditions of this Lease, including a reasonable attorney's fee (including post judgment
and appellate fees at all tribunal levels), court costs and any other reasonable costs incurred by
reason of the foregoing. Tenant agrees to pay Landlord's reasonable attorney's fees and costs
for the collection of rent or for the enforcement of this Lease, whether or not suit be
instituted. Tenant shall be entitled to recover its reasonable attorney fees and costs from
Landlord if Tenant is the prevailing party.
34. NOTICES. Except with respect to the -3- day statutory notice demanding rent
or possession, it is understood and agreed between the parties hereto that written notice
addressed to Tenant or Landlord at their respective addresses set forth herein, and mailed,
certified mail, return receipt requested, or delivered by hand to the addresses below, shall
constitute sufficient notice to the addressee; notice shall be deemed given, if mailed, 3 days
from the date of mailing or, if delivered by hand, when received by the addressee or posted on
the entrance door of the Leased Premises if notice is to Tenant, or at the following designated
addresses:
TO TENANT:
Kelvin L. Baker, City Manager
3400 NW 135th Street,
Building B
Opa-locka, FL 33054
COPY TO CITY ATTORNEY:
Joseph S. Geller, City Attorney
GREENSPOON MARDER, PA
100 W. CYPRESS CREEK ROAD, SUITE 700
FORT LAUDERDALE, FL 33309
TO LANDLORD: NOEL GONZALEZ—MANAGING MEMBER
3400,LLC,a Florida Limited Liability Company
275 FONTAINEBLEAU BLVD. #105
ML-1MI FL.33172
TO COUNSEL FOR
LANDLORD:
RENATO PEREZ,ESQUIRE
LAW OFFICE OF PEREZ& PEREZ
1105 SW 87TH AVENUE
MIAMI, FL. 33174
TEL: 305-266-6799/FAX: 305-266-6707
E-MAIL: LAW PEREZQBELLSOUTH.NET
or to such other persons or at such other addresses (other than a post-office box) as a party shall
designate in writing and deliver to the other; provided, however, that any notification to Tenant
must be to an address (other than a post-office address) in Miami-Dade County,Florida.
35. TIME OF ESSENCE. Time is of the essence of this Lease, and all provisions
herein relating thereto shall be strictly construed.
36. BROKERAGE. Landlord and Tenant acknowledges and understands that
CRD CORP. exclusively represents the Landlord (3400LLC), and shall be compensated by the
Landlord, should Tenant and Landlord enter into a lease agreement for the Premises
referenced herein.
RELATIONSHIP OF PARTIES. Nothing contained herein shall be deemed or construed by
the parties hereto, nor by any third party, as creating the relationship of principal and agent or
of partnership, or of joint venture by the parties hereto, it being understood and agreed that
no provision contained in this Lease nor any acts of the parties hereto shall be deemed to
create any relationship other than the relationship of Landlord and Tenant.
37. EXCULPATION. Tenant agrees that it shall look solely to the estate and
property of Landlord in the Leased Premises for the collection of judgment (or any other
judicial process) requiring the payment of money by Landlord in the event of any default or
breach by Landlord with respect to any of the terms, covenants, and conditions of this Lease
to be observed and performed by Landlord, and no other property or estates of Landlord and
partners or stockholders shall be subject to levy, execution, or other enforcement procedures
for the satisfaction of Tenant's remedies.
19
38. CAPTIONS. Headings or captions preceding the text of the several paragraphs
of this Lease are inserted solely for convenience of reference and shall not constitute a part of
this Lease, nor shall they affect its meaning, construction or effect.
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I
3`3 WAIVER OF TRIAL BY JURY. It is mutually agreed by and between Lessor
and Tenant that the respective parties hereto shall and they hereby do waive trial by jury in any
action, proceeding or counterclaim brought by either of the parties hereto against the other on
any matters whatsoever arising out of or in any way connected with this Lease, the relationship
of Lessor and Tenant, Tenant's use or occupancy of said demised premises and/or any claim
of injury or damage and any emergency statutory or any other statutory remedy. It is further
mutually agreed that in the event Lessor commences any summary proceeding or action for
non-payment of rent, additional rent or other charge payable hereunder, Tenant will not
interpose any counterclaim of whatsoever nature or description in such proceeding or action or
seek to consolidate any action or proceedings with Lessor's action or proceedings. Lessor and
Tenant agree that in the event of any litigation regarding this Lease, its terms and the
enforcement of the rights and obligations of the parties hereto, the sole proper venue for any
such litigation shall be in Miami-Dade County, Florida.
43 SEPARATE RENT OBLIGATION. Tenant shall not for any reason
withhold or reduce its required payments of rentals and other charges. Landlord's obligations
under this lease are independent of Tenant's obligations hereunder.
41. AMENDMENT AND FULL UNDERSTANDINGS. This Lease contains
the entire agreement between the parties hereto and all previous negotiations leading thereto
and it may be modified only by an agreement in writing, signed by Landlord and Tenant. There
are no promises, agreements, conditions or understandings, either oral or written, between
Landlord and Tenant other than those set forth herein. Except as herein otherwise provided,
no subsequent alteration, amendment, change or addition to this Lease shall be binding upon
Landlord or Tenant unless reduced to writing and signed by them. No surrender of the Leased
Premises, or of the remainder of the term of this Lease, shall be valid unless accepted by
Landlord in writing.
42. SEVERABILITY. If any term or provision of this Lease shall to any extent be
held invalid or unenforceable, the remaining terms and provisions of this Lease shall not be
affected thereby, but each term and provision of this Lease shall be valid and be enforced to
the fullest extent permitted by law.
43. APPLICABLE LAW. This Lease shall be construed and enforced in
accordance with the laws of the State of Florida.
43. BINDING EFFECT. All of the covenants, agreements, conditions and
undertakings contained in this Lease shall extend and inure to and be binding upon the heirs,
personal representatives, administrators, successors and assigns of the respective parties hereto,
the same as if they were in every case specifically named, and wherever in this Lease reference is
made to either of the parties hereto, it shall be held to include and apply to,wherever applicable,
the heirs, personal representatives, administrators, successors and assigns of such parry. Nothing
herein contained shall be construed to grant or confer upon any person or persons, firm,
corporation, or governmental authority, other than the parties hereto, their heirs, personal
representatives, administrators, successors and assigns, any right, claim or privilege by virtue of
any covenant,agreement,condition or undertaking in this Lease contained.
444713-5
20
AC
5 RADON GAS. In accordance with Florida Statutes, the following notice about
RADON GAS is hereby given to Tenant: 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.
48. INSPECTIONS. Lessor, or its agents, representatives or employees, are
authorized to enter at any reasonable time, upon or in any part of the Leased Property for the
purpose of inspecting the same and for the purpose of performing any of the acts it is
authorized to perform under the terms of this Lease: Tenant agrees to reimburse Lessor for
reasonable out-of-pocket expenses incurred for property inspections performed by independent
third parties, if Lessor has reasons to believe that hazardous substances, as hereinafter defined,
are located on the Leased Property, or the Leased Property is subject to condemnation or
casualty loss, and for any required, as determined by Lessor, environmental inspections, Phase
one and/or Phase two. Any such costs shall be paid, in advance, if so requested, within 5 days
of said request, or within 5 days of the incurring of same by the Lessor. Said costs shall be
deemed and constitute rental due hereunder.
47. COMPLIANCE WITH PATRIOT ACT.Tenant represents and warrants that
neither they nor its Officers and Directors controlling Tenant are acting, directly or indirectly, for
or on behalf of any person, group, entity, or nation named by the United States Treasury
Department as a Specially Designated National and Blocked Person, or for or on behalf of any
person,group, entity, or nation designated in Presidential Executive Order 13224 as a person who
commits, threatens to commit, or supports terrorism; and that they are not engaged in this
transaction directly or indirectly on behalf of, or facilitating this transaction directly or indirectly on
behalf of, any such person, group, entity or nation. Tenant agrees to defend, indemnify, and hold
harmless Landlord from and against any and all claims, damages, losses, risks, liabilities and
expenses (including reasonable attorneys' fees and costs) arising from rrelated to any breach of the
foregoing representation and warranty.
48. OPTION TO RENEW LEASE. The Tenant is given 2 (two) one-year
options to renew this Lease, subject to the Tenant not being in breach or in default under the
terms and condition of this Lease. The minimum Base Rent due for each of said One year term
shall be $12.50 per square foot of rentable space for the first one year option renewed, and
incremented 10% per year for the second one year option, plus applicable taxes thereon. Notice
of exercise of option to renew shall be given the Lessor, at a minimum of 90 days (3 months)
prior to the termination of each existing term. Any exercise of any option to renew shall require
the approval of the City Commission of the City of Opa-locka.
21
IN WITNESS WHEREOF, the parties have executed this Lease Agreement as of the day and
year first above written above.
WITNESSES: T:
V&t�449 I
C C
t By
vin Baker, City Manager
Attest Approved as to form le and sufficiency
io C
Jo a Flores, City Clerk Jos eller,City Attorney
`` EN OON MARDER, PA
4o�aalao►3
Date
I
Witnesses as to Landlord:
WITNESSES: LANDLORD:
I 3400, LLC,
/ C,Iv`• a Florida Limited Liability Company
Printed Name: B
NOEL GONZALEZ—Managing Member
Printed Name:
Exhibit A
Leased Premises
NW 135 Street
Building "A" not part of this Lease
ased
mise
uilding
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444713-5
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340OLLC
275 Fountainebleau Blvd Suit#105
Miami, FL 33172
305-220-4101 phone 305-220-6277 fax
EXTENSION OF LEASE
EXTENSION OF LEASE AGREEMENT made by and between 3400LLC. [Landlord],and City of Dim-Locka
[Tenant],relative to a certain lease agreement for premises known as 3400 NW 135 Street Buildin "B".
For good consideration. Landlord and Tenant each agree to extend the term of said Lease for a period of ONE year(s),
commencing on October I,2014,and terminating on September 30 2015.
OPTION TO RENEW LEASE. The Tenant is given I(one) year option to renew this Lease,subject to the Tenant not
being in breach or in default under the terms and condition of this Lease. The minimum Base Rent due for said One
year term shall be incremented 10%per year for the one year option,plus applicable taxes thereon.Notice of option to
renew shall be given the Lessor,at a minimum of 90 days(3 months)prior to the termination of each existing term
Any holding over by Tenant of the Leased Premises after the expiration of this Lease shall,operate and be construed to
be a tenancy from month to month only,at 140%the monthly rate of rent payable during the expiring Lease Term.
During extended term. Tenant shall pay rent of$218,100.00 annually, payable $18,175.00 per month in advance,
commencing on Oct 1"2014.
Tenant shall receive at the end of the lease term,and completely vacating the premises.and not damaging the same,the
sum of $10,000.00, for improvements, alterations, and upgrades to the property, not limited to the following:
(Plumbing, Electrical,A/C)as long as all improvements,alterations and upgrades remain with the property.
It is further provided, however, that all other terms of the Lease shall continue during this extended term as if set forth
and continue in forth and effect herein.
Signed under seal this day of
(LANDLORD SIGNATURE)
Noel Gonzalez-Member
3400LLC.(Landlord)
And
Lessee: City of Opa-Locka