R7E - Approve Little Havana Activities Lease

Resolutions - R7 E

R7 E A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, FOLLOWING A DULY ADVERTISED PUBLIC HEARING, ACCEPTING THE RECOMMENDATION OF THE FINANCE AND ECONOMIC RESILIENCY COMMITTEE (FERC) AT ITS SEPTEMBER 26, 2025 MEETING, AND APPROVING, IN SUBSTANTIAL FORM, A NEW LEASE AGREEMENT BETWEEN THE CITY (LANDLORD) AND LITTLE HAVANA ACTIVITIES & NUTRITION CENTERS OF DADE COUNTY, INC. (TENANT), FOR THE USE OF APPROXIMATELY 2,690 SQUARE FEET OF GROUND FLOOR, CITY-OWNED PROPERTY AND ADJACENT PLAYGROUND AREA HAVING APPROXIMATELY 7,646 SQUARE FEET, LOCATED AT 833 SIXTH STREET, MIAMI BEACH, FLORIDA, FOR A TERM OF FIVE (5) YEARS WITH ONE (1) RENEWAL OPTION OF FOUR (4) YEARS AND 364 DAYS; FURTHER, WAIVING, BY 5/7TH VOTE, THE FORMAL COMPETITIVE BIDDING REQUIREMENT IN SECTION 82-39(A) OF THE CITY CODE, FINDING SUCH WAIVER TO BE IN THE BEST INTEREST OF THE CITY; AND FURTHER, AUTHORIZING THE CITY MANAGER TO FINALIZE THE LEASE AGREEMENT; AND FURTHER, AUTHORIZING THE CITY MANAGER AND CITY CLERK TO EXECUTE THE LEASE AGREEMENT. Applicable Area:

COMMISSION MEMORANDUM

DATE:

DATE:	October 29, 2025	2:15 p.m. Public Hearing
TITLE:	A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, FOLLOWING A DULY ADVERTISED PUBLIC HEARING, ACCEPTING THE RECOMMENDATION OF THE FINANCE AND ECONOMIC RESILIENCY COMMITTEE (FERC) AT ITS SEPTEMBER 26, 2025 MEETING, AND APPROVING, IN SUBSTANTIAL FORM, A NEW LEASE AGREEMENT BETWEEN THE CITY (LANDLORD) AND LITTLE HAVANA ACTIVITIES & NUTRITION CENTERS OF DADE COUNTY, INC. (TENANT), FOR THE USE OF APPROXIMATELY 2,690 SQUARE FEET OF GROUND FLOOR, CITY-OWNED PROPERTY AND ADJACENT PLAYGROUND AREA HAVING APPROXIMATELY 7,646 SQUARE FEET, LOCATED AT 833 SIXTH STREET, MIAMI BEACH, FLORIDA, FOR A TERM OF FIVE (5) YEARS WITH ONE (1) RENEWAL OPTION OF FOUR (4) YEARS AND 364 DAYS; FURTHER, WAIVING, BY 5/7TH VOTE, THE FORMAL COMPETITIVE BIDDING REQUIREMENT IN SECTION 82-39(A) OF THE CITY CODE, FINDING SUCH WAIVER TO BE IN THE BEST INTEREST OF THE CITY; AND FURTHER, AUTHORIZING THE CITY MANAGER TO FINALIZE THE LEASE AGREEMENT; AND FURTHER, AUTHORIZING THE CITY MANAGER AND CITY CLERK TO EXECUTE THE LEASE AGREEMENT.

RECOMMENDATION

The Administration recommends that the Mayor and City Commission adopt the Resolution approving the new Lease Agreement with Little Havana Activities & Nutrition Centers of Dade County, Inc., for a term of five (5) years with one (1) renewal option of four (4) years and three hundred and sixty-four (364) days.

BACKGROUND/HISTORY

The City of Miami Beach has long supported partnerships with nonprofit service providers that deliver meaningful community benefits. One such partnership is with Little Havana Activities & Nutrition Centers of Dade County, Inc. (“LHANC”), a Florida not-for-profit corporation that has operated the Rainbow Intergenerational Childcare Center (the “Center”) from the City-owned South Shore Community Center, located at 833 Sixth Street, since 2009.

This licensed childcare program occupies approximately 2,690 square feet on the ground floor, with an adjacent playground area comprising approximately 7,646 square feet (collectively, the “Premises”) and is licensed for up to 74 children. The Center operates Monday through Friday from 7:30 AM to 5:30 PM, providing affordable, high-quality early childhood education and care in a safe, structured environment. The program is especially valued by working families in the City, many of whom depend on the reliable and nurturing services provided by LHANC to support their employment and household stability.

Since the expiration of its initial lease in 2019, LHANC has continued operations under a series of month-to-month extensions approved by the City Commission: Resolution Nos. 2021-31545, 2021-31928, 2022-32277, and 2023-32797. These extensions have maintained the Center’s operations and financial terms while the City evaluated long-term plans for the South Shore

Community Center.

To formalize a long-term partnership and ensure stability for both the City and LHANC, the Administration proposes a new lease agreement for a term of five (5) years, with one (1) renewal option of four (4) years and three hundred sixty-four (364) days, waiving the formal competitive bidding requirements by 5/7ths vote for these unique public benefit circumstances. The proposed lease agreement is attached as Exhibit A in draft form for review.

Below is a summary of the proposed new Agreement’s basic terms and conditions:

Landlord:

City of Miami Beach

Tenant:

Little Havana Activities & Nutrition Centers of Dade County, Inc.

Premises: 2,690 square feet on the first floor of the South Shore Community Center) and adjacent playground area having approximately 7,646 square feet located at 833 Sixth Street

Use:

Operation of an intergenerational childcare center

Commencement Date: December 1, 2025

Term:

Five (5) years

Renewal Options: One (1) option to renew for four (4) years and three hundred and sixty-four (364) days

Base Rent:

$1.20 per year, payable annually (3% annual increases)

Additional Rent: Monthly Operating Expenses: $1,900.00, subject to periodic adjustment based on actual pro-rata share (23%) of building-wide costs (e.g., janitorial, utilities, stormwater, etc.)

Insurance Requirements:

• • $1,000,000 General Liability (City named as additional insured) • Workers Compensation (statutory) • All-Risk Property Insurance (minimum 80% replacement cost value) • Professional Liability Insurance, including molestation coverage, with limits of $1,000,000 per occurrence and $2,000,000 aggregate • Automobile Liability Insurance with a minimum limit of $1,000,000, required if transporting children before or after school care • Type 7 Insurance

Maintenance Responsibilities: • Tenant: Responsible for all interior maintenance and non-structural repairs • City: Responsible for roof, HVAC system, and structural elements

Termination for Convenience: Either party may terminate with sixty (60) days’ written notice

Leasehold Condition: Premises leased in “AS IS” condition

Use Restrictions: Tenant must maintain not-for-profit status and may not use premises for any purpose other than the approved childcare program

ANALYSIS

The proposed lease ensures the continued operation of the Rainbow Intergenerational Childcare Center, delivering essential, licensed early childhood education and care to as many as 74 children, supporting working families, and supporting broader community well-being. The lease structure recognizes the organization’s non-profit mission by maintaining a nominal base rent and enables the City to recover ongoing building operating costs through the Tenant’s pro-rata share. LHANC has demonstrated reliability, high compliance, and alignment with municipal goals of early childhood care, working family support, and productive use of City-owned spaces.

FINANCE AND ECONOMIC RESILIENCY COMMITTEE

On September 26, 2025, the Finance and Economic Resiliency Committee (the “FERC”) discussed the proposed Lease Agreement. The Committee recommended in favor of executing a new Lease with LHANC.

Waiving the formal competitive bidding process, as authorized by the City Code and recommended by the Finance and Economic Resiliency Committee, is justified by the critical public service provided by LHANC and the unique nature of this long-standing partnership.

FISCAL IMPACT STATEMENT

N/A

Does this Ordinance require a Business Impact Estimate? (FOR ORDINANCES ONLY)

If applicable, the Business Impact Estimate (BIE) was published on: See BIE at: https://www.miamibeachfl.gov/city-hall/city-clerk/meeting-notices/

FINANCIAL INFORMATION

CONCLUSION

The City Manager recommends that the Mayor and City Commission approve in substantial form, a new Lease Agreement with Little Havana Activities & Nutrition Centers of Dade County, Inc., for a term of five (5) years with one (1) renewal option of four (4) years and three hundred and sixty-four (364) days; and further, recommends waiving, by 5/7ths vote, the formal competitive bidding requirement in section 82-39(A) of the city code, finding such waiver to be in the best interest of the City.

Applicable Area

South Beach

Was this Agenda Item initially requested by a lobbyist which, as defined in Code Sec. 2-481, includes a principal engaged in lobbying? No

If so, specify the name of lobbyist(s) and principal(s):

Department

Facilities and Fleet Management

Sponsor(s)

Co-sponsor(s)

Condensed Title

2:15 p.m. PH, New Lease Agmt, Little Havana Activities & Nutrition Centers of Dade County. FF 5/7

Previous Action (For City Clerk Use Only)

LANDLORD:

City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139

TENANT:

Little Havana Activities & Nutrition Centers of Dade County, Inc. 700 SW 8th Street Miami, Florida 33130

LITTLE HAVANA ACTIVITIES & NUTRITION CENTERS OF DADE COUNTY, INC .

LEASE AGREEMENT

LEASE AGREEMENT

THIS LEASE AGREEMENT, made this day of ____, 2025, by and between the CITY OF MIAMI BEACH, a Florida municipal corporation (hereinafter referred to as “City” or “Landlord”), and LITTLE HAVANA ACTIVITIES & NUTRITION CENTERS OF DADE COUNTY, INC., a Florida not-for-profit corporation (hereinafter referred to as “Tenant”).

1.

Demised Premises.

The 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 from the City, those certain premises hereinafter referred to as the “Demised Premises” and more fully described as follows:

The premises consist of approximately 2,690 square feet of ground floor interior space, together with an adjacent outdoor playground area of approximately 7,646 square feet, collectively comprising the leasable space located on the first floor of the South Shore Community Center (also known as the 6th Street Community Center, or the “Building”), at 833 Sixth Street, Miami Beach, Florida 33139. The Premises are more particularly described and shown in Exhibit A, attached to and made a part of this Agreement.

2.

Term.

2.1

Tenant shall be entitled to have and to hold the Demised Premises for a fixed term of five (5) years, commencing on December 1, 2025 (the “Commencement Date”), and ending on November 30, 2030. For purposes of this Lease, a “contract year” shall be the period commencing on January 1 and ending on December 31 of each calendar year.

2.2

At the expiration of the initial term herein, and provided that (i) Tenant is in good standing and free from default(s) under Section 15 hereof, and (ii) Tenant continues to utilize the Demised Premises in accordance with the stated purpose(s)/use(s) herein, this Agreement shall be renewed for one (1) additional four (4) years and three hundred and sixty-four days renewal term, which renewal shall be memorialized in writing and executed by the parties hereto (with the City hereby authorizing the City Manager to execute on behalf of the City).

Notwithstanding the preceding, within ninety (90) days prior to the expiration of the initial term, the City Manager may elect to re-negotiate a reasonable increase in the Rent, and shall provide Tenant with written notice of such election. If, following good-faith negotiations between the City and Tenant, the parties are unable to agree, then the City Manager may further elect to not renew the Agreement, in which case the Agreement will terminate, and the City shall have no further liability or obligation to Tenant.

2.3

This Lease is an independent agreement and is not conditioned on or supplemented by any prior negotiations, agreements, letters, or understandings. All such prior discussions or writings are expressly superseded.

2.4

Notwithstanding anything to the contrary, either party may terminate this Lease, without cause, at any time during the Term upon sixty (60) days’ prior written notice to the other party.

3.

Rent.

3.1

Base Rent:

Base Rent for the Demised Premises shall begin to accrue on the Commencement Date.

3.2

3.1.1

Throughout the Term herein, the Base Rent for the Demised Premises shall be One Dollar and Twenty Cents ($1.20) per year with a three percent (3%) yearly increase, payable by Tenant yearly, commencing on the Commencement Date and, thereafter, on each first day of subsequent yearly anniversary.

3.1.2

Concurrent with the payment of the Base Rent, Tenant 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.

Additional Rent:

In addition to the Base Rent, as set forth in Section 3.1, Tenant shall also pay the following Additional Rent as provided below:

3.2.1

Operating Expenses:

Tenant shall pay One Thousand Nine Hundred and 00/100 ($1,900.00) per month, for its proportionate share of “Operating Expenses” which are defined as follows:

“Operating Expenses” shall mean the following costs and expenses incurred in operating, repairing, and maintaining the Common Facilities (as hereinafter defined) and shall include electrical service, water service, sewer service, stormwater costs and janitorial service to the Building (including the Demised Premises).

“Common Facilities” shall mean all Building areas, spaces, equipment, as well as certain services, available for use by or for the benefit of Tenant and/or its employees, agents, servants, volunteers, customers, guests and/or invitees.

Irrespective of the items listed above, amounts due by Tenant, associated with Common Facilities Operating Expenses, will be determined based on Tenant’s pro-rata share of the items more specifically described in Exhibit B, which is hereby made a part of this Lease Agreement. Pro-rata share shall mean the percent which the Demised Premises bears to the total square footage of leasable space within the Building, which share is hereby agreed to be twenty-three (23%) percent. Tenant agrees and understands that the costs incurred for Operating Expenses may increase or decrease and, as such, Tenant’s pro-rata share of Operating Expenses shall increase or decrease accordingly.

3.2.2

Property Taxes:

Intentionally Omitted.

3.2.3

Insurance:

Intentionally Omitted.

3.3

Sales Taxes:

Concurrent with the payment of the Base Rent and Additional Rent as provide herein, Tenant shall also pay any and all sums for all applicable tax(es), including without limitation, sales and use taxes and Property Taxes, imposed, levied or assessed against the Demised Premises, or any other charge or payment required by any governmental authority having jurisdiction there over, even though the taxing statute or ordinance may purport to impose such tax against the City.

3.4

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.

4.

Location for Payments.

All rents or other payments due hereunder shall be paid to the City at the following address:

City of Miami Beach Revenue Manager 1700 Convention Center Drive, 3rd Floor Miami Beach, Florida 33139

or at such other address as the City may, from time to time, designate in writing.

5.

Use and Possession of Demised Premises.

5.1

The Demised Premises shall be used by the Tenant solely for the purpose(s) of operating the Rainbow Intergenerational Childcare Center which provides childcare services to approximately 74 children. Said Premises shall be open for operation a minimum of five (5) days a week, with minimum hours of operation being as follows:

Monday – Friday: 7:30 AM to 5:30 PM

Nothing herein contained shall be construed to authorize hours contrary to the laws governing such operations.

5.2

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 purpose(s)/use(s), and for no other purpose(s) and/or use(s) whatsoever. Tenant will not make or permit any use of the Demised Premises that, directly or indirectly, are 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; nor 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 purpose(s) not expressly permitted herein, or permits and/or allows any prohibited use(s) as provided herein, then the City may declare this Agreement in default pursuant to Section 15 or, without notice to Tenant, restrain such improper use by injunction or other legal action.

5.3

Tenant shall also maintain its not-for-profit status in full force and effect, and in good standing, throughout the Term herein.

6.

Improvements.

6.1

Tenant accepts the Demised Premises in their present “AS IS“ condition and may construct or cause to be constructed, such interior and exterior improvements and maintenance to the Demised Premises, as reasonably necessary for it to carry on its permitted use(s), as set forth in Section 5; provided, however, that any plans for such improvements shall be first submitted to the City Manager for his prior written consent, which consent, if granted at all, shall be at the City Manager’s sole and absolute discretion. Additionally, any and all approved improvements shall be made at Tenant’s sole expense and responsibility. 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, provided that they can be (and are) removed 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.

6.2

Notwithstanding Subsection 6.1, upon termination and/or expiration of this Agreement, and at City’s sole option and discretion, any or all alterations or additions made by Tenant to or in the Demised Premises shall, upon written demand by the City Manager, be promptly removed by Tenant, at its expense and responsibility, 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.

6.3

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 6.3 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.

7.

City’s Right of Entry.

7.1

The City Manager, and/or his authorized representatives, 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. The City agrees that, whenever reasonably possible, it shall use reasonable efforts to provide notice (whether written or verbal), unless the need to enter the Demised Premises is an emergency, as deemed by the City Manager, in his sole discretion, which if not immediately addressed could cause property damage, loss of life or limb, or other injury to persons. Nothing herein shall imply any duty on the part of the 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.

7.2

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 permitted by law or this Lease, the City Manager, and/or his authorized representatives, may enter the Demised Premises by master key, or may forcibly enter the Demised Premises without rendering the City or such agents liable, therefore.

7.3

Tenant shall furnish the City with duplicate keys to all locks including exterior and interior doors prior to (but no later than by) the Commencement Date of this Agreement. Tenant shall not change the locks to the Demised Premises without the prior written consent of the City Manager, and in the event such consent is given, Tenant shall furnish the City with duplicate keys to said locks in advance of their installation.

8.

Tenant’s Insurance.

8.1

Tenant shall, at its sole cost and expense, comply with all insurance requirements of the City. It is agreed by the parties that Tenant shall not occupy the Demised Premises until proof of the following insurance coverages have been reviewed and approved by the City’s Risk Manager:

8.1.1

Comprehensive General Liability, in the minimum amount of One Million ($1,000,000) Dollars (subject to adjustment for inflation) per occurrence for bodily injury and property damage. The City of Miami Beach must be named as an additional insured on this policy.

8.1.2

Workers Compensation and Employers Liability coverage in accordance with Florida statutory requirements.

8.1.3

All-Risk property and casualty insurance, written at a minimum of eighty (80%) percent of replacement cost value and with replacement cost endorsement, covering all leasehold improvements installed in the Demised Premises by or on behalf of Tenant and including without limitation 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).

8.1.4

Professional Liability Insurance, including molestation and abuse coverage, with limits of not less than One Million ($1,000,000) Dollars per occurrence and Two Million ($2,000,000) Dollars aggregate.

8.1.5 Automobile Liability Insurance with a minimum combined single limit of One Million ($1,000,000) Dollars per accident for bodily injury and property damage, applicable if Tenant, its agents, or employees transport children before or after school care in connection with Tenant’s operations on the Demised Premises.

8.1.6 Type 7 Insurance, as defined and required by the City of Miami Beach’s official insurance schedule for agreements and leases from time to time, including all additional coverages and limits applicable to programs or services involving minors or vulnerable populations.

8.2

Proof of these coverages must be provided by submitting original certificates of insurance to the City’s Risk Manager and Asset Manager respectively. All policies must provide thirty (30) days written notice of cancellation to both the City’s Risk Manager and Asset Manager (to be submitted to the addresses set forth in Section 24 hereof). All insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida and must have a rating of B+:VI or better per A.M. Best's Key Rating Guide, latest edition, and certificates are subject to the approval of the City’s Risk Manager.

9.

Property Taxes and Assessments.

During the term of this Lease, Tenant shall be solely responsible for all taxes of whatever nature lawfully levied upon or assessed against the Demised Premises and improvements, sales, or operations thereon as a result of Tenant’s use thereof, including but not limited to, Ad Valorem taxes.

10.

Assignment and Subletting.

10.1

Tenant shall not have the right to assign or sublet the Demised Premises, in whole or in part, without the prior written consent of City which shall not be unreasonably withheld. Such written consent is not a matter of right and City is not obligated to give such consent. If granted as provided herein, the making of any assignment or sublease will not release Tenant from any of its obligations under this Lease. A sale or transfer of a controlling interest in Tenant shall be deemed an assignment, and for purposes of this Lease, the City shall have the right to approve of any transferee of such a controlling interest. Said approval shall be provided in writing.

10.2

Any consent by the City to any act of assignment shall apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the duty of the Tenant or the legal representatives or assigns of the Tenant, to obtain from the City

consent to any other or subsequent assignment, or as modifying or limiting the rights of the City under the foregoing covenants of the Tenant not to assign without such consent.

10.3

Any violation of the provisions of this Lease, whether by act or omissions, by assignee, sub-tenant, or under-tenant or occupant, shall be deemed a violation of such provision by the Tenant, it being the intention and meaning of the parties hereto, that the Tenant shall assume and be liable to the City for any and all acts and omissions of any and all assignees, sub-tenants, or other occupants. If the Lease be assigned, the City may and is hereby empowered to collect rent from the assignee; if the Demised Premises or any part thereof be sublet or occupied by any person other that the Tenant, the City, in the event of the Tenant's default, may, and is hereby empowered to, collect rent from the sub- tenant or other occupants; in either of such events, the City may apply the net amount received by it for rent herein reserved, and no such collection shall be deemed a waiver of the covenant herein against assignment or the acceptance of the assignee, sub-tenant or other occupant as tenant, or a release of the Tenant from the further performance of the covenants herein contained on the part of the Tenant.

10.4 In case the City or any successor owner of the Demised Premises shall convey or otherwise dispose of any portion thereof to another party (and nothing herein shall be construed to restrict or prevent such conveyance or disposition), such other party shall thereupon be and become landlord hereunder and shall be deemed to have fully assumed and be liable for all obligations of this Lease to be performed by the City, including the return of any Security Deposit. Tenant shall attorn to such other party, and the City or such successor owner shall, from and after the date of conveyance, be free of all liabilities and obligations hereunder. The City shall use commercially reasonable efforts to cause any transferee of the property to execute an assumption agreement in customary form.11. Operation, Maintenance and Repair.

11.1

Tenant shall be solely responsible for the operation, maintenance and repair of the Demised Premises. Tenant shall, at its sole expense and responsibility, maintain the Demised Premises, and all 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 HVAC system, roof, structural exterior of the Building, the structural electrical and plumbing (other than plumbing surrounding any sink(s) and/or toilet(s), including such sink(s) and toilet(s) fixtures, within the Demised Premises), and the common areas. The City shall maintain and/or repair those items that it is responsible for, so as to keep same in proper working condition.

11.2

All damage or injury of any kind to the Demised Premises, and including without limitation its fixtures, glass, appurtenances, and equipment (if any), or to the building fixtures, glass, appurtenances, and equipment, if any, except damage caused by the gross negligence

and/or willful misconduct of the City, shall be the sole 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.

11.3

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.

11.4

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 three (3) days after submittal of a bill or statement, therefore.

11.5

It shall be Tenant’s sole obligation and responsibility 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.

11.6

Tenant Responsibilities for Utilities (not included within Operating Expenses).

Tenant is solely responsible for, and shall promptly pay when due, all charges and impact fees for any and all utilities for the Demised Premises NOT included as an Operating Expense (pursuant to Subsection 3.2.1).

In addition to other rights and remedies hereinafter reserved to the City, upon the failure of Tenant to pay for such utility services (as contemplated in this Subsection 11.6) when due, the City may elect, at its sole discretion, to pay same, whereby Tenant agrees to promptly reimburse the City upon demand.

In no event, however, shall the City be liable, whether to Tenant or to third parties, for an interruption or failure in the supply of any utilities or services to the Demised Premises.

11.7

TENANT HEREBY ACKNOWLEDGES AND AGREES THAT THE DEMISED PREMISES ARE BEING LEASED IN THEIR PRESENT “AS IS” CONDITION.

12.

Governmental Regulations.

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 expense and responsibility. 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 event of non-compliance.

13.

Liens.

Tenant will not permit any mechanics, laborers, or materialman’s liens to stand against the Demised Premises or improvements for any labor or materials to Tenant or claimed to have been furnished to Tenant’s agents, contractors, or sub-tenants, in connection with work of any character performed or claimed to have performed on said Premises, or improvements by or at the direction or sufferance of the Tenant; provided however, Tenant shall have the right to contest the validity or amount of any such lien or claimed lien. In the event of such contest, Tenant shall give the 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 (1½) 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 costs and charges and shall have such lien released or judgment satisfied at Tenant’s own expense.

14.

Condemnation.

14.1

If at any time during the Term of this Agreement (including any renewal term hereunder) all or any part or portion of the Demised Premises is taken, appropriated, or condemned by reason of Eminent Domain proceedings, 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 Tenant shall pay any and all rents, additional rents, utility charges, and/or other costs for which it is liable under the terms of this Agreement, up to the date of such taking.

14.2

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, 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.

15.

Default.

15.1

Default by Tenant:

At the City’s option, any of the following shall constitute an Event of Default under this Agreement:

15.1.1 The Base Rent, Additional Rent, or any other amounts as may be due and payable by Tenant under this Agreement, or any installment thereof, are not paid promptly when and where due within fifteen (15) days of due date, and Tenant shall not have cured such failure within thirty (30) days after receipt of written notice from the City specifying such default;

15.1.2 The Demised Premises shall be deserted, abandoned, or vacated;

15.1.3 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 if such default is not susceptible to a cure within such thirty (30) day period, then such longer period of time as acceptable and approved by the City Manager, at his or her sole discretion;

15.1.4 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 as may be acceptable and approved in writing by the City Manager, at his or her sole discretion;

15.1.5 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;

15.1.6 Tenant shall become insolvent;

15.1.7 Tenant shall make an assignment for benefit of creditors;

15.1.8 A receiver is appointed for Tenant by any court and shall not be dissolved within thirty (30) days thereafter;

15.1.9 The leasehold interest is levied on under execution; or

15.1.10Tenant fails to maintain its not-for-profit status in current and good standing, as required pursuant to Subsection 5.3 herein.

16.

Rights on Default.

16.1

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;

16.1.1 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 the 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 otherwise.

16.1.2 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, together with 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 provable in bankruptcy or receivership.

16.1.3 Enter the Demised Premises as the agent of Tenant, by force if necessary, without being liable to prosecution or any claim for damages therefore; remove Tenant’s property there from; and re-let the Demised Premises, or portions thereof, for such terms and upon such conditions which 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.

16.1.4 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 Tenant liable for the deficiency, if any.

16.1.5 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 (5) days from the due date. In addition, there will be a late charge of Fifty ($50.00) Dollars for any payments submitted after the grace period.

16.1.6 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.

16.1.7 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 the City to exercise promptly any rights given hereunder shall not operate to waive or to forfeit any of the said rights.

16.2

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 thirty (30) day period provided above, and such failure to perform prevents Tenant from operating its business in a customary manner and causes an undue hardship for Tenant, then such failure to perform (regardless of circumstances beyond its control) as indicated above, shall constitute a default by the City.

16.3

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; provided however, that Tenant expressly acknowledges and agrees that any recovery by Tenant shall be limited to the amount set forth in Subsection 16.4 and Section 29 of this Agreement.

16.4

Limitation of City’s Liability in the Event of City’s Default:

NOTWITHSTANDING SUBSECTIONS 16.2 AND 16.3 OF THIS AGREEMENT, TENANT AND THE CITY HEREBY ACKNOWLEDGE AND AGREE THAT, AS THE CITY HAS AGREED TO LEASE THE DEMISED PREMISES TO TENANT (AS A NOT-FOR-PROFIT ENTITY) FOR RENT AT SUBSTANTIALLY BELOW-MARKET VALUE, THE CITY’S LIABILITY FOR ANY DAMAGES AND OR OTHER RECOVERABLE COSTS SHALL BE SUBJECT TO THE MAXIMUM AMOUNT AS SET FORTH IN SECTION 29 (“LIMITATION OF LIABILITY”) OF THIS AGREEMENT.

17.

Indemnity Against Costs and Charges.

17.1

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 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.

17.2

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, 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 and appellate levels.

18.

Indemnification Against Claims.

18.1

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:

18.1.1 An act or omission on the part of Tenant, or any employee, agent, contractor, invitee, guest, assignee, sub-tenant or subcontractor of Tenant;

18.1.2 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 Tenant;

18.1.3 Any breach, violation, or non-performance of any undertaking of Tenant under this Agreement;

18.1.4 Anything arising out of the use or occupancy of the Demised Premises by Tenant or anyone holding or claiming to hold through or under this Agreement.

18.2

Tenant agrees to pay all damages to the Demised Premises and/or other facilities used in connection therewith, caused by Tenant or any employee, agent, contractor, guest, or invitee of Tenant.

19.

Signs and Advertising.

Without the prior written consent of the City Manager, which consent, if given at all, shall be at the City Manager’s sole and absolute discretion, 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.

20.

Effect of Conveyance.

The term “City” and/or “Landlord” as used in the Agreement means only the owner for the time being of the land and building containing the Demised Premises, so that in the event of any sale of said land and building, or in the event of a lease of said building, the City shall be and hereby is entirely freed and relieved of all covenants and obligations of the City hereunder, and it shall be deemed and construed without further agreement between the parties, or between the parties and the purchaser at such sale, or the lease of this building, that the purchaser or Tenant has assumed and agreed to carry out all covenants and obligations of the City hereunder.

21.

Damage to the Demised Premises.

21.1

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 Manager, in his 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 such occurrence, utilize the insurance proceeds to cause such damage to be repaired and the Rent (Base Rent and Additional Rent) shall not be abated. If by reason of such occurrence, the Demised Premises shall be rendered untenantable, as determined by the City Manager, in his 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, that the City shall promptly obtain a good faith estimate of the time required to render the Demised Premises tenantable and if such time exceeds sixty (60) days, either party shall have the option of canceling this Agreement.

21.2

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, 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.

21.3

Notwithstanding any clause contained in this Section 21, 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 Tenant may, at any time thereafter, elect to terminate this Agreement, and the Rent shall be adjusted accordingly.

22.

Quiet Enjoyment.

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.

23.

Waiver.

23.1

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 effect.

23.2

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.

23.3

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.

24.

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 copy to: Asset Manager City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139

TENANT:

President Little Havana Activities & Nutrition Centers of Dade County, Inc. 700 SW 8th Street Miami, Florida 33130

All notices shall be hand delivered and a receipt requested, or by certified mail with Return receipt requested, and shall be effective upon receipt.

25.

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.

26.

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.

27.

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.

28.

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.

29.

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. Tenant hereby expresses its willingness to enter into this Agreement with Tenant’s recovery from the City for any damage action for breach of contract to be limited to a maximum amount of $10,000.00. 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 $10,000.00 for any action or claim for breach of contract arising out of the performance or non- performance of any obligations imposed upon the 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.

30.

Surrender of the Demised Premises.

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 or broom-clean, together with all structural changes, alterations, additions, and improvements which may have been made upon the Demised Premises, in good order, condition and repair, reasonable wear and tear excepted, subject, however, to the subsequent provisions of this Section. Any property which pursuant to the provisions of this Section is removable by Tenant on or at the Demised Premises upon the termination of this Agreement and is not so removed may, at the option of the City, be deemed abandoned by 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, 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 Tenant to surrender the Demised Premises as and when herein required.

31.

Time is of the Essence.

Time is of the essence in every particular and particular where the obligation to pay money is involved.

32.

Venue.

This Agreement shall be deemed to have been made and shall be construed and interpreted in accordance with the laws of the State of Florida. 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.

33.

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.

34.

No Dangerous Materials.

Tenant agrees not to use or permit in the Demised Premises the storage and/or use of gasoline, fuel oils, diesel, illuminating oils, oil lamps, combustible powered electricity producing generators, turpentine, benzene, naphtha, propane, natural gas, or other similar substances, combustible materials, or explosives of any kind, or any substance or thing prohibited in the standard policies of fire insurance companies in the State of Florida. Any such substances or materials found within the Demised Premises shall be immediately removed.

Tenant shall indemnify and hold the City harmless from any loss, damage, cost, or expense of the City, including, without limitation, reasonable attorney’s fees, incurred as a result of, arising from, or connected with the placement by Tenant of any “hazardous substance” or “petroleum products” on, in or upon the Demised Premises as those terms are defined by applicable Federal and State Statute, or any environmental rules and environmental regulations promulgated thereunder. The provisions of this Section 34 shall survive the termination or earlier expiration of this Agreement.

35.

Inspector General Audit Rights

35.1

Pursuant to Section 2-256 of the Code of the City of Miami Beach, the City has established the Office of the Inspector General which may, on a random basis, perform reviews, audits, inspections and investigations on all City contracts, throughout the duration of said contracts. This random audit is separate and distinct from any other audit performed by or on behalf of the City.

35.2

The Office of the Inspector General is authorized to investigate City affairs and empowered to review past, present and proposed City programs accounts, records, contracts and transactions. In addition, the Inspector General has the power to subpoena witnesses, administer oaths, require the production of witnesses and monitor City projects and programs. Monitoring of an existing City project or program may include a report concerning whether the project is on time, within budget and in conformance with the contract documents and applicable law. The Inspector General shall have the power to audit, investigate, monitor, oversee, inspect and review operations, activities performance and procurement process including but not limited to project design, bid specifications, (bid/proposal) submittals, activities of the Tenant. its officers, agents and employees, lobbyists, City staff and elected officials to ensure compliance with the contract documents and to detect fraud and corruption. Pursuant to Section 2-378 of the City Code, the City is allocating a percentage of its overall annual contract expenditures to fund the activities and operations of the Office of Inspector General.

35.3

Upon ten (10) days, written notice to the Tenant. the Tenant shall make all requested records and documents available to the Inspector General for inspection and copying. The Inspector General is empowered to retain the services of independent private sector auditors to audit. investigate, monitor. oversee, inspect and review operations activities. performance and procurement process including but not limited to project design, bid specifications, (bid/proposal) submittals, activities of the Tenant its officers, agents and employees, lobbyists, City staff and elected officials to ensure compliance with the contract documents and to detect fraud and corruption.

35.4

The Inspector General shall have the right to inspect and copy all documents and

records in the Tenant's possession, custody or control which in the Inspector General's sole judgment. pertain to performance of the contract. including. but not limited to original estimate files, change order estimate files, worksheets. proposals and agreements from and with successful subcontractors and suppliers, all proiect-related correspondence, memoranda, instructions, financial documents, construction documents, (bid/proposal) and contract documents, back- change documents, all documents and records which involve cash, trade or volume discounts, insurance proceeds, rebates, or dividends received, payroll and personnel records and supporting documentation for the aforesaid documents and records.

35.5

The Tenant shall make available at its office at all reasonable times the records, materials. and other evidence regarding the acquisition (bid preparation) and performance of this Agreement for examination, audit, or reproduction, until three (3) years after final payment under this Agreement or for any longer period required by statute or by other clauses of this Agreement. In addition:

(a)

If this Agreement is completely or partially terminated, the Tenant shall make available records relating to the work terminated until three (3) years after any resulting final termination settlement; and

(b)

The Tenant shall make available records relating to appeals or to litigation or the settlement of claims arising under or relating to this Agreement until such appeals, litigation, or claims are finally resolved.

35.6

The provisions in this section shall apply to the Tenant, its officers, agents, employees, subcontractors and suppliers. The Tenant shall incorporate the provisions in this section in all subcontracts and all other agreements executed by the Tenant in connection with the performance of this Agreement.

35.7

Nothing in this section shall impair any independent right to the City to conduct audits or investigative activities. The provisions of this section are neither intended nor shall they be construed to impose any liability on the City by the Tenant or third parties.

36.

Tenant’s Compliance With Anti-Human Trafficking Laws.

Tenant agrees to comply with Section 787.06, Florida Statutes, as may be amended from time to time, and has executed the Certification of Compliance with Anti-Human Trafficking Laws, as required by Section 787.06(13), Florida Statutes, a copy of which is attached hereto as Exhibit C.

37.

Prohibition on Contracting with a Business engaging in a Boycott.

Tenant warrants and represents that it is not currently engaged in, and will not engage in, a boycott, as defined in Section 2-375 of the City Code. In accordance with Section 2- 375.1(2)(a) of the City Code, Tenant hereby certifies that Tenant is not currently engaged in, and agrees for the duration of the Agreement to not engage in, a boycott of Israel.

38.

Prohibition on Contracting with an Individual or Entity which has Performed Services for Compensation to a Candidate for City Elected Office

Tenant warrants and represents that, within two (2) years prior to the Effective Date, Tenant has not received compensation for services performed for a candidate for City

elected office, as contemplated by the prohibitions and exceptions of Section 2-379 of the City Code.

For the avoidance of doubt, the restrictions on contracting with the City pursuant to Section 2-379 of the City Code shall not apply to the following:

39.

(a)

Any individual or entity that provides goods to a candidate for office.

(b)

Any individual or entity that provides services to a candidate for office if those same services are regularly performed by the individual or entity in the ordinary course of business for clients or customers other than candidates for office. This includes, without limitation, banks, telephone or internet service providers, printing companies, event venues, restaurants, caterers, transportation providers, and office supply vendors.

(c)

Any individual or entity which performs licensed professional services (including for example, legal or accounting services.

Florida Public Records Law.

39.1

Tenant shall comply with Florida Public Records law under Chapter 119, Florida Statutes, as may be amended from time to time.

39.2

The term "public records" shall have the meaning set forth in Section 119.011(12), which means all documents, papers, letters, maps, books, tapes, photographs, films, sound recordings, data processing software, or other material, regardless of the physical form, characteristics, or means of transmission, made or received pursuant to law or ordinance or in connection with the transaction of official business of the City.

39.3

Pursuant to Section 119.0701 of the Florida Statutes, if Tenant meets the definition of "Contractor'' as defined in Section 119.0701(1)(a), Tenant shall:

39.3.1 Keep and maintain public records required by the City to perform the service;

39.3.2 Upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes or as otherwise provided by law;

39.3.3 Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed, except as authorized by law, for the duration of the contract term and following completion of the Lease if Tenant does not transfer the records to the City;

39.3.4 Upon completion of the Lease, transfer, at no cost to the City, all public records in possession of Tenant or keep and maintain public records required by the City to perform the service. If Tenant transfers all public records to the City upon completion of the Lease, Tenant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Tenant keeps and maintains public records upon completion of the Lease, Tenant shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon

request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City.

39.4

Request for Records; Noncompliance.

39.4.1 A request to inspect or copy public records relating to the City's contract for services must be made directly to the City. If the City does not possess the requested records, the City shall immediately notify Tenant of the request, and Tenant must provide the records to the City or allow the records to be inspected or copied within a reasonable time.

39.4.2 Tenant's failure to comply with the City's request for records shall constitute a breach of this Lease, and the City, at its sole discretion, may: (1) unilaterally terminate the Lease; (2) avail itself of the remedies set forth under the Lease; and/or (3) avail itself of any available remedies at law or in equity.

39.4.3 A Tenant who fails to provide the public records to the City within a reasonable time may be subject to penalties under s. 119.10.

39.5

Civil Action.

39.5.1 If a civil action is filed against a Tenant to compel production of public records relating to the City's contract for services, the court shall assess and award against Tenant the reasonable costs of enforcement, including reasonable attorney fees, if:

39.5.1.1 The court determines that Tenant unlawfully refused to comply with the public records request within a reasonable time; and

39.5.1.2 At least 8 business days before filing the action, the plaintiff provided written notice of the public records request, including a statement that Tenant has not complied with the request, to the City and to Tenant.

39.5.2 A notice complies with subparagraph 39.5.1.2 if it is sent to the City's custodian of public records and to Tenant at Tenant's address listed on its contract with the City or to Tenant's registered agent. Such notices must be sent by common carrier delivery service or by registered, Global Express Guaranteed, or certified mail, with postage or shipping paid by the sender and with evidence of delivery, which may be in an electronic format.

39.5.3 A Tenant who complies with a public records request within 8 business days after the notice is sent is not liable for the reasonable costs of enforcement.

IF THE TENANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE TENANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT:

39.6

CITY OF MIAMI BEACH

ATTENTION: RAFAEL E. GRANADO, CITY CLERK

1700 CONVENTION CENTER DRIVE

MIAMI BEACH, FLORIDA 33139

E-MAIL: RAFAELGRANADO@MIAMIBEACHFL.GOV

PHONE: 305-673-7411

IN WITNESS WHEREOF, the parties hereto have caused their names to be signed and their seals to be affixed, all as of the day and year first above written, indicating their agreement.

CITY OF MIAMI BEACH, FLORIDA

Attest:

By:

________________________________ Rafael E. Granado, City Clerk ________________________________ Date

________________________________ Eric Carpenter, City Manager ________________________________ Date

LITTLE HAVANA ACTIVITIES & NUTRITION

CENTERS OF DADE COUNTY, INC.

Attest:

By:

________________________________ Signature/Secretary ________________________________ Print Name ________________________________ Date

________________________________ Ramon Perez Dorrbecker, President ________________________________ Date

EXHIBIT C

EXHIBIT A

EXHIBIT B

ANTI-HUMAN TRAFFICKING AFFIDAVIT

Demised Premises

Operating Expenses

In accordance with Section 787.06 (13), Florida Statutes, the undersigned, on behalf of Tenant hereby attests under penalty of perjury that Tenant does not use coercion for labor or services as defined in Section 787.06, Florida Statutes, entitled “Human Trafficking”.

I understand that I am swearing or affirming under oath to the truthfulness of the claims made in this affidavit and that the punishment for knowingly making a false statement includes fines and/or imprisonment.

The undersigned is authorized to execute this affidavit on behalf of Tenant.

TENANT:

________________________________, a _______________ corporation.

____________________________________ Name/Title: __________________________

State of

__________________

County of

__________________

The foregoing instrument was acknowledged before me by means of ☐ physical presence or ☐

online notarization, this _____ day

______________________________,

as

____________________________, a __________________ corporation, known to me to be the

person described herein, or who produced

identification, and who did/did not take an oath.

NOTARY PUBLIC:

_______________________________ (Signature)

_______________________________ (Print Name)

My commission expires: ___________

_________________________________ (Address)

of ___________________, 202__ by

__________________________,

of

______________________________

as

EXHIBIT D

PROHIBITION AGAINST CONTRACTING WITH FOREIGN COUNTRIES OF CONCERN AFFIDAVIT

In accordance with Section 287.138, Florida Statutes , incorporated herein by reference, the undersigned, on behalf of Tenant, hereby attests under penalty of perjury that Tenant does not

meet any of the following criteria in Paragraphs 2(a)-(c) of Section 287.138, Florida Statutes: (a) Tenant is owned by a government of a foreign country of concern; (b) the government of a foreign country of concern has a controlling interest in Tenant; or (c) Tenant is organized under the laws of or has its principal place of business in a foreign country of concern.

I understand that I am swearing or affirming under oath, under penalties of perjury, to the truthfulness of the claims made in this affidavit and that the punishment for knowingly making a false statement includes fines and/or imprisonment.

The undersigned is authorized to execute this affidavit on behalf of Tenant.

TENANT:

________________________________, a _______________ corporation.

____________________________________ Name/Title: __________________________ _________________________________ (Address)

State of

__________________

County of

__________________

The foregoing instrument was acknowledged before me by means of ☐ physical presence or ☐ online notarization, this _____ day of ___________________, 202__ by ______________________________, as __________________________, of ____________________________, a __________________ corporation, known to me to be the person described herein, or who produced ______________________________ as identification, and who did/did not take an oath.

NOTARY PUBLIC:

_______________________________ (Signature)

_______________________________ (Print Name)

My commission expires: ___________