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2014-28609 Item R7R from June 11, 2014 V o/V-a��O f� COMMISSION ITEM SUMMARY Condensed Title: APPROVING AND AUTHORIZING A GRANT TO MOUNT SINAI, IN THE AMOUNT OF$15,000,000 PAYABLE OVER A TERM OF 15 YEARS, FOR THE SOLE PURPOSE OF REIMBURSING MOUNT SINAI FOR COSTS ASSOCIATED WITH MOUNT SINAI'S EMERGENCY ROOM EXPANSION PROJECT Key Intended Outcome Supported: Supporting Data (Surveys, Environmental Scan, etc Item Summa /Recommendation: Mt. Sinai has requested that the City partner with them to improve the Emergency Department facility and replace it with 43,000 square feet of new and renovated space,which can serve more than 80,000 patients annually.The new and renovated portions of the project are expected to cost approximately$30,000,000 and be completed in May 2017 and January 2018, respectively, The Commission approved the grant at the May 28, 2014 meeting, but directed that the Grant Agreement be brought back to the June 11,2014 meeting for approval. Said Agreement would need to include the following: 1- that the annual payments from the City would be$1.million for fifteen years totaling$15 million; 2- that in lieu of interest, the City would either waive, or make a payment to Mount Sinai in an amount equivalent to,the City's building permit fees paid by Mount Sinai on the 2014 projects subsequent to their payment(not to exceed$1.5 million in the aggregate); and 3- that Mount Sinai would provide to the City as a public benefit, a permanent public access easement (minimum 15 feet width) along the northern and western boundaries of the Mount Sinai property where the City could extend the bay walk and also provide a possible bike path and connection to the proposed Atlantic Greenway Network and to our planned Blue Way. 4- A 50 year lease to the City of 2,000 square feet at $1.00 per year for Emergency Management purposes in the Emergency Department facility. 5- 700 one-day parking vouchers for seniors annually. 6- Quarterly outreach seminars at senior centers in the City. 7- Programs related to health care and careers in health care at schools located in the City. Advisory Board Recommendation: This item was heard at the May 20, 2014 Finance and Citywide Projects Committee who recommended that the item be forwarded to the Mayor and City Commission for discussion. Financial Information: Source of Amount Account Funds: 1 15,000,000 To Be Determined Annually during the Budget process 2 OBPI Total 15,000,000 Financial Impact Summary: In accordance with Charter section 5.02, this shall confirm that the City Administration evaluated the long-term economic impact(at least 5 years) of this proposed legislative action, and determined that there is sufficient capacity in the City's Funds to absorb the annual $1 million payment. City Clerk's Office Legislative Tracking: Sign-Offs: Department Director Assistant City Manager ity Manager PDW JLM T:\AGENDA\2014\June\Mt Sinai-SUM.docx MIAMIBEACH AGENDA ITEM R9R � SATE MIAMI BEACH City of Miami Beach, 1700 Convention Center Drive,Miami Beach, Florida 33139,www.miamibeachfl.gov COMMISSION MEMORANDUM TO: Mayor Philip Levine and Members [RAND ity Co mission FROM: Jimmy L. Morales, City Manager DATE: June 11, 2014 SUBJECT: A RESOLUTION OF THE MAY CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA ("CITY") APPROVING AND AUTHORIZING THE CITY MANAGER TO TAKE THE FOLLOWING ACTIONS, SUBJECT TO AND CONDITIONED UPON THE SUCCESSFUL NEGOTIATION BETWEEN THE CITY AND MOUNT SINAI MEDICAL CENTER OF FLORIDA, INC. ("MOUNT SINAI") OF THE GRANT AGREEMENT, LEASE AGREEMENT, BAYWALK EASEMENT, AND ADDITIONAL BENEFITS (ALL AS HEREINAFTER DEFINED): 1) AUTHORIZING A GRANT CONTRIBUTION TO MOUNT SINAI, IN THE AMOUNT OF $15,000,000 ("GRANT MONIES"), PAYABLE COMMENCING ON SEPTEMBER 15, 20159 OVER A TERM OF 15 YEARS, FOR THE SOLE PURPOSE OF REIMBURSING MOUNT SINAI FOR HARD AND SOFT COSTS ASSOCIATED WITH MOUNT SINAI'S EMERGENCY ROOM EXPANSION PROJECT (THE "ER PROJECT"); 2) REIMBURSING MOUNT SINAI FOR ALL CITY BUILDING PERMIT FEES IN CONNECTION WITH THE HOSPITAL IMPROVEMENTS (AS HEREINAFTER DEFINED), UP TO (BUT NOT TO EXCEED) $1,500,000; 3) COVENANTING TO ANNUALLY BUDGET AND APPROPRIATE THE ANNUAL INSTALLMENT PAYMENT OF THE GRANT MONIES FROM LEGALLY AVAILABLE NON-AD VALOREM REVENUES; 4) DELEGATING AUTHORITY TO THE CITY MANAGER TO NEGOTIATE THE FINAL TERMS OF THE GRANT AGREEMENT WITH MOUNT SINAI ("GRANT AGREEMENT"); 5) ALSO DELEGATING AUTHORITY TO THE CITY MANAGER TO NEGOTIATE A) A LEASE AGREEMENT WITH MOUNT SINAI FOR THE CITY'S EMERGENCY MANAGEMENT OFFICE, WITH SUCH LEASED PREMISES HAVING UP TO 2000 SQUARE FEET, TO BE LOCATED IN THE NEW EMERGENCY ROOM FACILITY, FOR A TERM OF 50 YEARS AND $1 PER YEAR TOTAL RENT ("LEASE AGREEMENT"), B) A PERPETUAL PUBLIC ACCESS EASEMENT IN FAVOR OF THE CITY, ALONG THE NORTHERN AND WESTERN BOUNDARIES OF THE MOUNT SINAI PROPERTY FOR THE PURPOSE OF THE CITY'S CONSTRUCTION, MAINTENANCE AND OPERATION OF A PUBLIC BAYWALK ("BAYWALK EASEMENT"); AND C) ADDITIONAL CITY BENEFITS PROFFERED BY MOUNT SINAI AS ADDITIONAL CONSIDERATION FOR THE CITY'S AWARD OF THE GRANT, SUCH BENEFITS TO INCLUDE (i) 700 ONE-DAY PARKING VOUCHERS PROVIDED TO THE CITY ANNUALLY FOR DISTRIBUTION BY THE CITY TO SENIOR CITIZENS, (ii) QUARTERLY OUTREACH SEMINARS PROVIDED BY MOUNT SINAI AT SENIOR CENTERS IN THE CITY, AND (iii) PARTICIPATION BY MOUNT SINAI IN PROGRAMS RELATED TO HEALTH CARE AND CAREERS IN THE HEALTH CARE INDUSTRY AT SCHOOLS LOCATED IN THE CITY; AND 6) FURTHER DIRECTING THE MAYOR AND CITY CLERK TO EXECUTE THE GRANT AGREEMENT, LEASE AGREEMENT, AND ACCEPT THE BAYWALK EASEMENT UPON CONCLUSION OF SUCCESSFUL NEGOTIATIONS ADMINISTRATION RECOMMENDATION Adopt the revised resolution and approve the Grant Agreement. BACKGROUND Since its founding in 1949, Mount Sinai has faithfully served the residents of the City, Miami Dade County, and their visitors and guests. Over the course of its history, Mount Sinai's mission and importance to the local community has greatly expanded to include its designation as one of only ten statutorily designated teaching hospitals in the State of Florida, and the City's largest private employer. Mount Sinai has over 200,000 inpatient and outpatient admissions annually and is currently the only hospital and emergency healthcare services provider on the island to service Miami Beach's more than 5 million annual visitors. The Emergency Room ("ER") was constructed in 1972 and is comprised of approximately 16,000 square feet of space and was designed to serve approximately 20,000 patients annually. ER utilization has increased 46%, from 28,917 visitors in 2002, to 42,238 visitors in 2012, and is expected to significantly increase over the coming years. Mt. Sinai needs to address and alleviate potential challenges that may result from the continued growth of year-round tourism, special events and the ongoing flow of Miami residents as well as residents of other south Florida communities who travel to Miami Beach. ANALYSIS Mt. Sinai has requested that the City partner with them to improve the Emergency Department facility and replace it with 43,000 square feet of new and renovated space, which can serve more than 80,000 patients annually. The project will construct a new facility which will be approximately 36,000 square feet with 40 treatment bays that will accommodate triage, trauma, behavioral and other health issues. The project will also renovate 7,000 square feet of the existing emergency facility and convert it to a 18-22 bed clinical decision/observation unit. Additionally, the project will accommodate an advanced Emergency Operations Center. The new and renovated portions of the project are expected to cost approximately $30,000,000 and be completed in May 2017 and January 2018, respectively, The item was discussed at the May 21, 2014 Commission meeting following a presentation by Mt Sinai. The Commission agreed to bring the item back to its May 28, 2014 meeting. In preparation for the May 28th meeting, the Manager and Commissioner Weithorn met with Mount Sinai representatives and tentatively agreed on the following terms: 1- that the annual payments from the City would be $1 million for fifteen years totaling $15 million; 2- a Lease Agreement with Mount Sinai for the City's use of a minimum of 2,000 square feet of space of the Emergency Operations Center on the Mount Sinai campus. This lease shall be for utilization by the City's Emergency Management Office for an initial minimum term of 50 years and a rental amount of $1 per year (the City's consideration for rent on the Lease being the Grant Monies). The City shall be responsible for all costs associated with the tenant build-out of the Lease premises, 3- that in lieu of interest, the City would either waive or make a payment to Mount Sinai in an amount equivalent to, the City's building permit fees paid by Mount Sinai on the 2014 projects subsequent to their payment (but in no event to exceed $1.5 million in the aggregate); and 4- that Mount Sinai would provide to the City as a public benefit, a permanent public access easement (minimum 15 feet width) along the northern and western boundaries of the Mount Sinai property where the City could extend the bay walk and also provide a possible bike path and connection to the proposed Atlantic Greenway Network and to our planned Blue Way. On May 28th, the Commission adopted Resolution No. 2014-28609 which authorized the City Manager and the City Attorney to negotiate the specific terms of this grant in a separate Grant Agreement, and to bring such Grant Agreement back to the City Commission for approval at the June 11, 2014 meeting. As part of said approval, the City Commission requested, and the representatives of Mount Sinai in attendance, agreed to include 700 one-day parking vouchers provided to the City annually for distribution by the City to senior citizens, (ii) quarterly outreach seminars provided by Mount Sinai at Senior Centers in the City, and (iii) participation by Mount Sinai in programs related to health care and careers in the health care industry at the schools located in the City. The attached Grant Agreement incorporates the business deal approved by the City Commission and makes the covenant to budget and appropriate funds subject to successful negotiation and execution by the City and Mount Sinai of the Lease Agreement, the Baywalk Easement and such other terms and conditions as are set forth in the Grant Agreement. The Mayor, City Clerk, City Manager, City Attorney, and Chief Financial Officer are also authorized and directed to do all things and execute any and all documents necessary to carry-out the intent of the attached resolution including, without limitation, engaging the City's bond counsel (or other outside counsel selected by the City Attorney) and financial advisor to assist in the negotiation and execution of the Lease Agreement and any other documents. In the event that the City retains bond counsel (or other outside counsel) to assist in the negotiation and execution of the Grant Agreement, Mount Sinai shall pay any and all costs associated with the City's legal fees with respect thereto. The Mayor and City Clerk are hereby authorized to execute the Grant Agreement, the Lease Agreement and accept the Baywalk Easement upon conclusion of successful negotiations. CONCLUSION The Administration recommends that the City Commission approve the revised resolution and the Grant Agreement. JLM/PDW GRANT AGREEMENT This Grant Agreement ("Agreement") is made effective as of this day of , 2014 (the "Effective Date"), by and between the City of Miami Beach, Florida, a municipal corporation duly organized and existing under the laws of the State of Florida (the "Ci ") and Mount Sinai Medical Center of Florida, Inc., a Florida not-for-profit corporation(the "Hospital") (the City and the Hospital each, a "Par " and collectively, the "Parties") RECITALS A. The Hospital desires to improve, renovate, construct and expand its current medical center, including, without limitation, the ER Project (as hereinafter defined), improvements to existing medical center facilities, and any work in connection with the Hospital's seawall (collectively, the "Hospital Improvements"). B. The Parties acknowledge and agree that, as a critical component of the Hospital Improvements, the Hospital shall improve, renovate, construct and expand its current emergency room facility (the "ER") in order to, among other things, accommodate increased utilization rates (the ER component of the Hospital Improvements is hereinafter referred to as the "ER Project"). C. The Parties acknowledge and agree that (i) the Hospital and the ER serve a vital public purpose to the City, and (ii) the Hospital Improvements, including the ER Project, constitute capital improvements to a physical asset which is essential to the welfare, safety, and well-being of the residents of, and visitors to, the City. D. Reference is made to that certain Resolution No. 2014_28609, passed and adopted by the Mayor and City Commission of the City on May 28, 2014, and attached and incorporated as Exhibit "A" hereto (the "Resolution"), in which, among other things, representatives of the City authorized and approved the City's financial support of the ER Project and the Grant (as hereinafter defined), subject to the terms and conditions of this Agreement, and subject further to (i) the Hospital and City entering into a lease for certain premises within the new ER facility for use by the City as an emergency management office (the "Lease"); (ii) the grant of a perpetual public access easement by the Hospital, as grantor, in favor of the City, as grantee, for the City's construction, operation and maintenance of a public baywalk along the bayfront boundaries of the Hospital's property (the "Baywalk Easement"); (iii) seven hundred (700) one-day parking vouchers provided to the City annually for distribution by the City at senior centers located within the City ("Senior Centers"); (iv) quarterly outreach seminars (lectures) provided by the Hospital at the Senior Centers; and (v) participation by the Hospital in programs related to health care, careers in healthcare (such as career days) at schools located within the City, (subsections (iii)through(v) are hereinafter referred to as "Additional City Benefits"). E. Consequently, and in furtherance of the Resolution, the City desires to grant to the Hospital a grant, in the aggregate sum of$15,000,000 the "Grant" and any portion of such sum, "Grant Monies") in accordance with the general terms and conditions contained in this Agreement. 4298716/2/MIAMI F. In addition to and separate from the Grant, the City shall reimburse the Hospital for fees paid by the Hospital to the City for building permits in connection with the Hospital Improvements (the "Fee Reimbursement"). In no event shall the City's obligation to reimburse the Hospital for the Fee Reimbursement exceed the amount of$1,500,000. NOW THEREFORE, it is hereby mutually covenanted and agreed by and between the Parties hereto that this Agreement is made in consideration of the terms, covenants and conditions hereinafter set forth. ARTICLE 1 —THE GRANT 1.1 The Recitals above are incorporated herein by reference. 1.2 The City hereby approves and authorizes the Grant and agrees to pay the Grant to the Hospital, but solely from Non-Ad Valorem Revenues (as hereinafter defined) as provided in Section 2.6., for the sole purpose of reimbursing a portion of the Hospital's hard and soft costs incurred in connection with the ER Project (such costs, the "ER Project Costs"), as further set forth herein. 1.3 The Hospital agrees and covenants to use the Grant (including, without limitation, all portions of the Grant Monies) solely for the purpose of defraying a portion of the ER Project Costs ("Hospital Compliance").- 1.4 The City hereby approves and authorizes the Fee Reimbursement and agrees to pay the Fee Reimbursement to the Hospital, but solely from Non-Ad Valorem Revenues as provided in Section 2.6., as further set forth herein. The Hospital agrees and covenants to use the Fee Reimbursement solely for defraying the City building permit fees incurred by the Hospital in connection with the Hospital Improvements. 1.5 The term of this Agreement (the "Term") will commence on the Effective Date and will terminate, whereupon the Parties shall be released from all further obligations under this Agreement, except those obligations which expressly survive the termination of this Agreement, upon (i) the Grant being fully paid by the City to the Hospital, and (ii) the Hospital's application, receipt of, and payment for, all building permits required from the City in connection with the Hospital Improvements and the payment of the Fee Reimbursement thereof, by the City to the Hospital (up to, but not to exceed, the amount of $1,500,000). Notwithstanding the preceding, or any other term or condition of this Agreement, the Parties hereby agree and acknowledge that the Lease, and the Baywalk Easement are intended to survive the term/termination of this Agreement. Additionally, regardless of whether the City prepays the Grant, the Hospital's obligations to provide the Additional City Benefits shall remain in full force and effect for the full fifteen (15) year duration of the Installment payments. ARTICLE 2—FUNDING 2.1 The Grant shall be paid by the City to the Hospital in fifteen (15) consecutive annual installments of $1,000,000 (each such funding, an "Installment"); provided, however, that, at the City's discretion, the City may be excused from payment of an Installment for 2 4298716/2/MIAMI a period of up to one (1) year in the event of a force maj eure, as provided in Section 6.11 hereof. 2.2 Commencing with the first Installment payment on September 15, 2015, (the "Initial Payment Date") each Installment shall be paid by the City to the Hospital on or before September 15 of such year (each, a "Payment Date") by wire transfer to an account designated by the Hospital; provided, however,that the City shall not be required to make the first Installment payment unless and until (i) the Parties have executed the Lease; (ii) the Parties have negotiated the terms of the Baywalk Easement, based upon the minimum business terms set forth in the Resolution and the Hospital has conveyed a final executed Baywalk Easement to the City; and (iii) the Parties have negotiated and mutually agreed upon the terms of the Additional City Benefits, based upon the minimum terms set forth in the Resolution and the Recitals contained in this Agreement and, based upon such mutual agreement, the Hospital has commenced performance of such Benefits (hereinafter, (i)through (iii) may also be referred to as the "Conditions Precedent"). 2.3 If the Hospital has incurred, and paid, City building permit fees in connection with the Hospital Improvements that may be reimbursed pursuant to a Fee Reimbursement, then .the Hospital shall provide written notice to the City (a "Reimbursement Request"), accompanied by evidence of payment and such other supporting documentation, as may be reasonably requested by the City, specifying the applicable building permit and the fee amount related thereto. 2.4 Within thirty(30) days after the City's receipt of a Reimbursement Request, the City shall provide written notice to the Hospital indicating its intent (i) to pay the Fee Reimbursement in the amount set forth in the Reimbursement Request; (ii) to pay the Fee Reimbursement in an amount other than that set forth in the Reimbursement Request; or (iii) not to pay the Fee Reimbursement, or any amount thereof, as requested in the Reimbursement Request. In the event that the City responds in accordance with clause (i) of the preceding sentence, the City shall fund the Fee Reimbursement to the Hospital within five (5) days thereof. In the event that the City responds in accordance with clause (ii) or (iii) of this Section 2.4, the City and the Hospital agree to cooperate with each other for the purpose of establishing the accurate amount to be paid, if any, pursuant to a Fee Reimbursement as soon as practicable thereafter, and the agreed-upon amount of the Fee Reimbursement shall be paid within five (5) days of the agreement thereof. 2.5 The City may, at its option and upon thirty (30) days prior written notice to the Hospital, prepay any amount of the Grant and/or Fee Reimbursement in whole or in part to the Hospital. Any prepaid amount attributable to the Grant shall be deducted from the scheduled Installments as determined by the City. If a notice of prepayment is given by the City to the Hospital pursuant to this Section 2.5, the amount designated for prepayment shall be due and payable on the proposed prepayment date, and shall be made in the manner of Installment payments as set forth in Section 2.2. 2.6 Notwithstanding anything to the contrary contained in this Agreement or elsewhere, the obligations of the City under this Agreement shall be subject to the provisions of this Section 2.6. The City covenants to budget and appropriate in its annual budget, by 3 4298716/2/MIAMI amendment, if required, from Non-Ad Valorem Revenues, amounts sufficient to pay the amounts due under this Agreement as the same shall become due. Such covenant to budget and appropriate from Non-Ad Valorem Revenues shall be cumulative to the extent not paid and shall continue until such Non-Ad Valorem Revenues sufficient to make all required payments have been budgeted, appropriated and used to pay such amounts. The Hospital and the City acknowledge the existence of Section 166.241, Florida Statutes, which prescribes the budgetary process of the City and which prohibits any expenditure or contractual obligation therefor from being made or incurred except in pursuance of budgeted appropriations. The City shall not be obligated to maintain or continue any of the activities of the City which generate Non-Ad Valorem Revenues. In addition, in any fiscal year of the City, the City may pay or make provision for payment of the expenses of providing Essential Government Services (as defined below) of the City due or coming due in such fiscal year from Non-Ad Valorem Revenues prior to being required to use any Non-Ad valorem Revenues to pay amounts due hereunder. Any Non-Ad Valorem Revenues which are restricted by a contract from being used to pay the amounts due hereunder shall not be subject to the covenant to budget and appropriate. Any Non-Ad Valorem Revenues which are prohibited by a general or special law of the State of Florida from being used to pay the amounts due hereunder shall not be subject to the covenant to budget and appropriate. Any source of Non-Ad Valorem Revenues which is created after the date hereof and which is prohibited by a general or special law of the State of Florida from being used to pay the amounts due hereunder shall not be subject to the covenant to budget and appropriate. The covenant to budget and appropriate set forth in this Section 2.6 does not create a lien upon or pledge of the Non-Ad Valorem Revenues, nor does it preclude the City from pledging in the future the Non-Ad Valorem Revenues, nor does it require the City to levy and collect any particular Non-Ad Valorem Revenues, nor does it give the Hospital a prior claim as opposed to claims of general creditors of the City. The City is not and shall not be liable for the payment of the amounts due hereunder from any property other than the Non-Ad Valorem Revenues as set forth in this Section 2.6. The Hospital shall not have any right to resort to legal or equitable action to require or compel the City to make any payment required hereunder from any source other than the Non-Ad Valorem Revenues as set forth in this Section 2.6. "Non-Ad Valorem Revenues" means in any fiscal year of the City, all revenues received by the City in such fiscal year that are not derived from ad valorem taxation. "Essential Government Services" means the provision of public safety and general governmental services by the City, the expenditures for which are set forth as the line items entitled "General Government Expenditures" and "Public Safety Expenditures" (or similar line items) as reflected in the City of Miami Beach Statement of Revenues, Expenditures and Changes in Fund Balances - Governmental Funds and as reported in the City's Comprehensive Annual Financial Report. 4 4298716/2/MIAMI I ARTICLE 3—CONDITIONS TO INITIAL FUNDING; 3.1 Notwithstanding anything else contained herein, as soon as practicable after the Effective Date, the Hospital shall demonstrate, to the reasonable satisfaction of the City's Chief Financial Officer (the "CFO's Approval"), that appropriate financing is in place for the Hospital to commence the ER Project and, once commenced, that the Hospital has the necessary funds to continuously prosecute such Project in good faith and with due diligence, until completed. On or before that date which is ninety (90) days prior to the Initial Payment Date, the City shall deliver written notice to the Hospital of the CFO's Approval or a written notice containing instructions detailing how the Hospital may obtain such approval (the "CFO's Instructions"). In the event that the City delivers the CFO's Approval, and provided further that the Hospital has satisfied the Conditions Precedent in Section 2.2 hereof, the initial Installment shall be made on the Initial Payment Date. In the event that the City delivers the CFO's Instructions, and/or the Hospital has not satisfied all or any of the Conditions Precedent, the City and the Hospital agree to cooperate with each other for the purpose of obtaining the CFO's Approval and/or satisfying the Conditions Precedent as soon as practicable thereafter, and the initial Installment shall be made on the later of the Initial Payment Date or within five (5) days of the City's delivery of written notice of the CFO's Approval and/or satisfaction of the Conditions Precedent. For the avoidance of any doubt, from and after the time of the CFO's Approval, all subsequent Installments shall be due on the applicable Payment Date, except as may be otherwise provided herein. ARTICLE 4—BOOKS AND RECORDS; INSPECTION RIGHTS 4.1 The Hospital shall maintain adequate records to justify all charges, expenses, and costs incurred which represent the (i) Grant funded portion of the ER Project and the (ii) Fee Reimbursement, for at least three (3) years after completion of the ER Project. The City shall have access to all books, records, and documents as required in this Article for the purpose of inspection or auditing during normal business hours. 4.2 The Hospital shall maintain accounts, books and records in connection with the Grant (including, without limitation, all portions of the Grant Monies) and the Fee Reimbursement. The Hospital shall use reasonable commercial efforts to maintain such accounts, books and records in such a manner that it will not be unduly costly or difficult for the City to segregate, ascertain or identify the use of Grant Monies and/or the Fee Reimbursement to determine Hospital Compliance, determine compliance with the Fee Reimbursement or to otherwise determine Hospital compliance with the other terms and conditions of the Grant (including, without limitation, ongoing compliance with the Additional Benefits)during a City Inspection (as hereinafter defined). 4.3 The City shall have inspection and audit rights to determine compliance with items in Section 4.2 hereof(the "City Inspection") as follows: (i) At any time during the Term of this Agreement, the City or its designated agent may examine, in accordance with generally accepted accounting principles, all records directly or indirectly related to the Grant for the purpose of 5 4298716/2/MIAMI determining Hospital Compliance or compliance with any of the other items delineated in Section 4.2; provided, however, that in the event the City should become involved in a legal dispute with a third party arising in connection with this Agreement, the Hospital shall extend the period for City Inspection until the final disposition of the legal dispute or such other time as the Parties may agree. (ii) Any City Inspection shall be (A) subject to the City providing the Hospital with three (3) business days prior written notice thereof; and (B) performed during the regular business hours of the Hospital on regular business days of the Hospital. ARTICLE 5—BREACH, OPPORTUNITY TO CURE AND TERMINATION. (a) Each of the following shall constitute a default by the Hospital: (1) If the Hospital uses all or any portion of the Grant Monies for costs not associated with the ER Project, or the Hospital uses all or any portion of the Fee Reimbursement for purposes other than to reimburse Hospital for costs incurred for City building permit fees for the Hospital Improvements, and the Hospital fails to cure its default within thirty (30) days after written notice of the default is given to the Hospital by the City; provided, however, that if not reasonably possible to cure such default within the thirty (30) day period, such cure period shall be extended for up to ninety (90) days following the date of the original notice if within thirty (30) days after such written notice the Hospital commences diligently and thereafter continues to cure. (2) If the Hospital shall breach any of the other covenants or provisions in this Agreement, and the Hospital fails to cure its default within thirty (30) days after written notice of the default is given to the Hospital by the City; provided, however, that if not reasonably possible to cure such default within the thirty (30) day period, such cure period shall be extended for up to ninety (90) days following the date of the original notice if within thirty (30) days after such written notice the Hospital commences diligently and thereafter continues to cure. (b) Remedies: (1) Upon the occurrence of a default as provided in Section 5(a), and such default is not cured within the applicable grace period, the City, in addition to all other remedies conferred by this Agreement,, the Hospital shall reimburse the City, in whole or in part, as the City shall determine, all Grant Monies and Fee Reimbursements provided by the City hereunder; provided, however, that if the Parties have negotiated the final terms of the Additional Benefits and the Hospital has commenced performance of the Additional Benefits subject to those terms, but subsequently defaults on its obligation to provide such Benefits, then the City's remedies for such default shall be limited to those provided in Article 5(b)(2) below. 6 4298716/2/MIAMI (2) The City may institute litigation to recover damages for any default or to obtain any other remedy at law or in equity (including specific performance, permanent, preliminary or temporary injunctive relief, and any other kind of equitable remedy). (3) The rights and remedies of the City are cumulative and the exercise by the City of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default. (4) Any failure of the City to exercise any right or remedy as provided in this Agreement shall not be deemed a waiver by the City of any claim for damages it may have by reason of the default. (5) Upon the occurrence of a default by the Hospital which remains uncured within the time periods provided in Article 5(a), the City may terminate this Agreement, upon written notice to Mount Sinai. Upon termination of this Agreement, the.City shall have no further liability or obligation to the Hospital. ARTICLE 6--GENERAL PROVISIONS 6.1 The City's obligations to fund the Grant and the Fee Reimbursement to the Hospital are separate, apart and in addition to, and are not and shall not be deemed to be part of or included within any or all other financial obligations of the City to the Hospital, if any. 6.2 Failures or waivers to insist on strict performance of any covenant, condition, or provision of this Agreement by the Parties, their successors and assigns shall not be deemed a waiver of any of its rights or remedies, nor shall it relieve the other Party from performing any subsequent obligations strictly in accordance with the terms of this Agreement. No waiver shall be effective unless in' writing and signed by the Party against whom enforcement is sought. Such waiver shall be limited to provisions of this Agreement specifically referred to herein and shall not be deemed a waiver of any other provision. No waiver shall constitute a continuing waiver unless the writing states otherwise. 6.3 Should any term or provision of this Agreement be held, to any extent, invalid or unenforceable, as against any person, entity or circumstance during the term hereof, by force of any statute, law or ruling of any forum of competent jurisdiction, such invalidity shall not affect any other term or provision of this Agreement, to the extent this Agreement shall remain operable, enforceable and in full force and effect to the extent permitted by law. 6.4 This Agreement may be amended only with the written approval of the Parties. 6.5 This Agreement states the entire understanding and agreement between the Parties and supersedes any and all written or oral representations, statements, 7 4298716/2/MIAMI negotiations or agreements previously existing between the Parties with respect to the subject matter of this Agreement. 6.6 The Parties agree that time is of the essence in the performance of each and every obligation under this Agreement. 6.7 In the event a dispute arises that the Parties cannot resolve between themselves, the Parties shall have the option to submit their dispute to non-binding mediation. The mediator or mediators shall be impartial, shall be selected by the Parties, and the cost of the mediation shall be borne equally by the Parties. 6.8 The City's obligation to fund all or any portion of the Grant is subject to and contingent upon such funding continuing to be allowed and permissible pursuant to applicable Florida law, as same may be amended from time to time. In the event that City's performance and obligation to the Hospital with respect to the Grant is rendered impossible by applicability of law(s), then the Parties agree that City's obligation shall be extinguished, and that neither Party shall have any further liability to the other with respect to the Grant. 6.9 In the event that the City or the Hospital institutes any action or suit to enforce the provisions of this Agreement, the prevailing party in such litigation shall be entitled to reasonable costs and attorney's fees at the trial, appellate and post- judgment levels. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. The City and the Hospital agree to submit to service of process and jurisdiction of the State of Florida for any controversy or claim arising out of*or relating to this Agreement or a breach of this Agreement. Venue for any court action between the parties for any such controversy arising from or related to this Agreement shall be in the Eleventh Judicial Circuit in and for Miami-Dade County, Florida, or in the United States District Court for the Southern District of Florida, in Miami-Dade County, Florida. 6.10 Any notice, consent or other communication required to be given under this Agreement shall be in writing, and shall be considered given when delivered in person or sent by facsimile or electronic mail (provided that any notice sent by facsimile or electronic mail shall simultaneously be sent personal delivery, overnight courier or certified mail as provided herein), one business day after being sent by reputable overnight carrier or 3 business day after being mailed by certified mail, return receipt requested, to the parties at the addresses set forth below(or at such other address as a party may specify by notice given pursuant to this Section to the other party): To: The City: To: The Hospital: 8 4298716/2/MIAMI 6.11 Force Mai eure. Whenever a period of time is herein prescribed for the taking of any action by a Party hereunder (including, without limitation, the time periods prescribed under Article 2 hereof for payment of an Installment or a Fee Reimbursement), such Party shall not be liable or responsible for any delays(including, without limitation, any delay by the City in making an Installment Payment or a Fee Reimbursement payment), nor shall such Party be obligated to perform hereunder, nor deemed to be in default hereunder, if the required action or performance of a Party is prevented due to strikes, riots, acts of God, shortages of labor or materials, war, governmental laws, regulations or restrictions, or any other cause whatsoever beyond the control of such Party. i [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 9 4298716/2/MIAMI IN WITNESS WHEREOF, the Parties hereby execute this Agreement on the date written below, to be effective as of the Effective Date. ATTEST: HOSPITAL: MOUNT SINAI MEDICAL CENTER OF FLORIDA, INC., a Florida not-for-profit corporation Secretary: By: Name: Print Name: Title: STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this day of , 2014, by , as of the MOUNT SINAI MEDICAL CENTER OF FLORIDA, INC., a Florida not-for-profit corporation, on behalf of such not-for-profit corporation. They are personally known to me or produced valid Florida driver's licenses as identification. Notary Public Print Name: My Commission Expires: 10 4298716121MIAMI IN WITNESS WHEREOF, the Parties hereby execute this Agreement on the date written below, to be effective as of the Effective Date. ATTEST: CITY: CITY OF MIAMI BEACH, FLORIDA, a municipal corporation of the State of Florida By: By: Rafael E. Granado Philip Levine City Clerk Mayor STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this day of , 2014, by Philip Levine, as Mayor and Rafael E. Granado, as City Clerk of the CITY OF MIAMI BEACH, FLORIDA, a municipal corporation of the State of Florida, on behalf of such municipal corporation. They are personally known to me or produced valid Florida driver's licenses as identification. Notary Public Print Name: My Commission Expires: APPROVED AS TO FORM & LANGUAGE &FOR EXECUTION City Attorney Date 4298716/2/MIAMI RESOLUTION NO.2014-28609 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA ("CITY") APPROVING AND AUTHORIZING THE CITY MANAGER TO TAKE THE FOLLOWING ACTIONS, SUBJECT TO AND CONDITIONED UPON THE SUCCESSFUL NEGOTIATION BETWEEN THE CITY AND MOUNT SINAI MEDICAL CENTER OF FLORIDA, INC. ("MOUNT SINAI") OF THE GRANT AGREEMENT, LEASE AGREEMENT, BAYWALK EASEMENT, AND ADDITIONAL BENEFITS (ALL AS HEREINAFTER DEFINED): 1) AUTHORIZING A GRANT CONTRIBUTION TO MOUNT SINAI, IN THE AMOUNT OF $15,000,000 ("GRANT MONIES"), PAYABLE COMMENCING ON SEPTEMBER 15, 20159 OVER A TERM OF 15 YEARS, FOR THE SOLE PURPOSE OF REIMBURSING MOUNT SINAI FOR HARD AND SOFT COSTS ASSOCIATED WITH MOUNT SINAI'S EMERGENCY ROOM EXPANSION PROJECT (THE "ER PROJECT"); 2) REIMBURSING MOUNT SINAI FOR ALL CITY BUILDING PERMIT FEES IN CONNECTION WITH THE HOSPITAL IMPROVEMENTS (AS HEREINAFTER DEFINED), UP TO (BUT NOT TO EXCEED) $1,500,000; 3) COVENANTING TO ANNUALLY BUDGET AND APPROPRIATE THE ANNUAL INSTALLMENT PAYMENT OF THE GRANT MONIES FROM LEGALLY AVAILABLE NON- AD VALOREM REVENUES; 4) DELEGATING AUTHORITY TO THE CITY MANAGER TO NEGOTIATE THE FINAL TERMS OF THE GRANT AGREEMENT WITH MOUNT SINAI "GRANT AGREEMENT" • 5 ALSO DELEGATING AUTHORITY TO THE CITY MANAGER TO NEGOTIATE A) A LEASE AGREEMENT WITH MOUNT SINAI FOR THE CITY'S EMERGENCY MANAGEMENT OFFICE, WITH SUCH LEASED PREMISES HAVING UP TO 2000 SQUARE FEET, TO BE LOCATED IN THE NEW EMERGENCY ROOM FACILITY, FOR A TERM OF 50 YEARS AND $1 PER YEAR TOTAL RENT ("LEASE AGREEMENT"), B) A PERPETUAL PUBLIC ACCESS EASEMENT IN FAVOR OF THE CITY, ALONG THE NORTHERN AND WESTERN BOUNDARIES OF THE MOUNT SINAI PROPERTY FOR THE PURPOSE OF THE CITY'S CONSTRUCTION, MAINTENANCE AND OPERATION OF A PUBLIC BAYWALK("BAYWALK EASEMENT"); AND C)ADDITIONAL CITY BENEFITS PROFERRED BY MOUNT SINAI AS ADDITIONAL CONSIDERATION FOR THE CITY'S AWARD OF THE GRANT, SUCH BENEFITS TO INCLUDE (i) 700 ONE-DAY PARKING VOUCHERS PROVIDED TO THE CITY ANNUALLY FOR DISTRIBUTION BY THE CITY TO SENIOR CITIZENS, (ii) QUARTERLY OUTREACH SEMINARS PROVIDED BY MOUNT SINAI AT SENIOR CENTERS IN THE CITY, AND (iii) PARTICIPATION BY MOUNT SINAI IN PROGRAMS RELATED TO HEALTH CARE AND CAREERS IN THE HEALTH CARE INDUSTRY AT SCHOOLS LOCATED IN THE CITY; AND 6) FURTHER DIRECTING THE MAYOR AND CITY CLERK TO EXECUTE THE GRANT AGREEMENT, LEASE AGREEMENT, AND ACCEPT THE BAYWALK EASEMENT UPON CONCLUSION OF SUCCESSFUL NEGOTIATIONS. WHEREAS, since its founding in 1949, Mount Sinai has faithfully served the residents of the City, Miami Dade County,and their visitors and guests; and WHEREAS, over the course of its history, Mount Sinai's mission and importance to the local community has greatly expanded to include its designation as one of only ten statutorily designated teaching hospitals in the State of Florida, and the City's largest private employer; and - WHEREAS, Mount Sinai has over 200,000 inpatient and outpatient admissions annually; and WHEREAS, Mount Sinai is currently the only hospital and emergency healthcare services provider on the barrier islands to service Miami Beach's more than 5 million annual visitors; and WHEREAS, the Emergency Room ("ER") was constructed in 1972 and is comprised of approximately 16,000 square feet of space; and WHEREAS, ER utilization increased 46%, from 28,917 visitors in 2002, to 42,238 visitors in 2012, and is anticipated to increase approximately 49%,to a total of 62,800 visitors by 2020; and WHEREAS, the aforementioned ER utilization rates occurred during a period of time in the City's history when its resident population remained static or experienced slight declines; and WHEREAS, ER utilization rates are highly correlated to increase in average daily visitors, with visitor rates during the same ten-year period between 2002 and 2012 experiencing similar annual growth trends,yielding a .969 correlation co-efficient between growth in the tourism industry and ER usage; and WHEREAS, Mount Sinai desires to improve, renovate, construct and expand its current medical center including, without limitation, its current emergency room facility (the "ER project") in order to, among other things, accommodate increased utilization rates; and WHEREAS, the Mayor and City Commission hereby find and declare that the ER Project (as defined in this Resolution) is a capital improvement to a physical asset which is essential to the welfare, safety, and well-being of the residents of, and visitors to, the City, and that, as such, the Project serves a vital public purpose to the City; and WHEREAS, non-ad valorem revenues may, in part, be.utilized to fund capital improvements and the maintenance of all physical assets which are essential to the welfare, safety, and well-being of the residents of, and visitors to,the City, and which serve a public purpose to the City. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMNIISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that, subject to and conditioned upon the successful negotiation of the Grant Agreement, Lease Agreement, Baywalk Easement, and Additional City Benefits (all, as defined in this Resolution), the Mayor and City Commission hereby approved and authorize the following actions: Section 1. The City is hereby authorized to provide Mount Sinai with a grant, to be funded as provided in Section 2 below, in the amount of$15,000,000, paid in annual installments over a 15-year term of$1,000,000 (the "Grant Monies"). The Grant Monies shall be used solely for the ER Project and, at a minimum, the Grant Agreement shall give the City audit and inspection rights to ensure this. Prior to payment of the first installment of the Grant Monies to Mount Sinai, Mount Sinai shall demonstrate, to the satisfaction of the City's Chief Financial Officer,that it has the necessary funds ready and available to undertake and complete the ER Project. Provided the City and Mount Sinai a) successfully negotiate the final terms of, and execute, the Grant Agreement and Lease Agreement; b) as to the Baywalk Easement, that Mount Sinai executes and conveys and the City accepts, such Easement; and c) the City and Mount Sinai negotiate the final terms for Mount Sinai's provision of the Additional City Benefits, the term of the Grant Agreement shall commence at the start of the City's 2014-2015 Fiscal Year. The Grant Monies shall be used for the sole purpose of reimbursing Mount Sinai for costs associated with the ER Project. Section 2. The City is hereby authorized to reimburse Mount Sinai, in an amount up to, but not to exceed, $1,500,000, for all City building permits required for the ER Project, as well as City building permit fees incurred by Mount Sinai in connection with other hospital improvements which Mount Sinai intends to undertake concurrent with the ER Project. In addition to the ER Project, these improvements include the improvement, renovation,construction, and expansion of the current medical center facilities and work in connection with the Hospital's seawalls (together with the ER Project, the aforestated improvements are collectively referred to as the"Hospital Improvements"). Section 3. The City is hereby authorized to covenant to budget and appropriate in its annual budget, by amendment if necessary, from legally available non-ad valorem revenues in the then current fiscal year, amounts sufficient to pay the Grant Monies coming due in such fiscal year, until paid in full. Such covenant to budget and appropriate funds shall be subject to the terms and conditions negotiated in the final Grant Agreement and, subject further to the successful negotiation and execution by the City and Mount Sinai of the Grant Agreement and Lease Agreement; successful negotiation, execution and conveyance by Mount Sinai, and acceptance by the City of the Baywalk Easement; and successful negotiation of the final terms under which Mount Sinai shall provide the Additional City Benefits. Section 4. The City Manager is authorized to negotiate the Grant Agreement, consistent with the business terms set forth in this Resolution. Said Agreement shall also reserve to the City, at is sole option, the right to pre-pay the Grant Monies, without penalty or premium and with such discounts (if any)as may be reflected in the Grant Agreement. Section 5. The City Manager is also authorized to negotiate the Lease Agreement (or "Lease") for the City's use of up to 2000 square feet of space in the new expanded Emergency Room Facility, in a space to be determined by the City and Mount Sinai. Said Lease shall be for the operation of the City's Emergency Management Office for an initial minimum term of 50 years and a total rental amount of$1 per year (the City's consideration for rent on the Lease being the Grant Monies). The City shall bear all costs associated with the tenant build-out of the Lease premises. Section 6. The City Manager is further authorized to negotiate a perpetual public access easement with Mount Sinai (as grantor)along the northern and western bay front boundaries of the Mount Sinai property, for the City's (as grantee) construction, maintenance and operation of a public baywalk ("Baywalk Easement"). The Baywalk Easement would have approximately a minimum fifteen foot(15') width, subject to existing impediments to that width, and would be designed by the City to accommodate pedestrian and bicycle use and (as determined by the City) would also allow for the inclusion of other amenities such as benches,a kayak stop, and a fishing pier. Section 7. The City Manager 'shall include the Additional City Benefits in the Grant Agreement, and is further authorized to negotiate the final specific terms under which Mount Sinai shall provide the Additional Benefits. Section 8. The Mayor, City Clerk, City Manager, City Attorney, and Chief Financial Officer are hereby authorized and directed to do all things and execute any and all documents necessary to carry-out the intent of this Resolution including, without limitation, engaging the City's bond counsel (or other outside counsel selected by the City Attorney) to assist in the negotiation and execution of the Grant Agreement and Lease Agreement. In the event that the City retains bond counsel (or other outside counsel) to assist in the negotiation and execution of the Grant Agreement and Lease Agreement, Mount Sinai shall pay any and all costs associated with the City's legal fees with respect thereto. Additionally, Mount Sinai and its authorized representatives and the City Manager, City Attorney, and Chief Financial Officer hereby pledge to each other to use and make all good faith reasonable efforts to negotiate the Lease Agreement, Baywalk.Easement, and Additional Benefits in accordance with the minimum business terms set forth for each pursuant to this Resolution. Upon conclusion of successful negotiation by the City and Mount Sinai of the Grant Agreement, Lease Agreement (the "Agreements"), and Baywalk Easement,the Mayor and City Clerk are hereby authorized to execute the Agreements and, in the case of the Baywalk Easement, upon successful negotiation and execution of the Easement and execution and conveyance of the Easement to the City by Mount Sinai, the Mayor and City Commission are hereby authorized to accept such Easement. PASSED AND ADOPTED this day of , 2014. MAYOR ATTEST: CITY CLERK F:\ATTO\AGUR\RESOS-ORD\Mount Sinai Medical Center-Resort Tax Resolution(Final 64-14).docx APPROVED AS TO FORM & LANGUAGE &Fr)R EXECUTION City Attorney Da e LEASE AGREEMENT LEASE AGREEMENT (this "Lease"), made and entered into on this the day of , 2014, by and between Mount Sinai Medical Center of Florida, Inc., a Florida not- for-profit corporation ("Landlord"), and the City of Miami Beach, Florida, a municipal corporation duly organized and existing under the laws of the State of Florida("Tenant"). WITNESSETH 1. Definitions. (a) "Premises" shall mean a space, of no less t�han�1,,000 square feet, but up to 2,000 square feet as reasonably determined by Landlord and Tenant, cated in the Building at the property in Miami Beach, Florida commonly known as the Mount Sinai Medical Center. (b) Building shall mean the building at the Mount Sinai Medical Center in which the Premises are located. (c) Base Rental shall mea $1.00,per year. (d) Commencement Date shall mean the earlier of(i) the date that Tenant actually occupies the Premises or tlfe�conduct of its operations--therein, or (ii) the date of substantial completion of the to dim. ro ements\to Vbe o st c ed b Tenant in the Pr mis in p � p � � � �y Premises accordance with the(Work Letteri,\which improve n�ents Tenant shall (subject to Force Majeure) substantially complete or be deemed to have substantially completed) within four (4) months of the date that Landlord el" possession of the Premises with all Shell Improvements substantially completed.. (e)\ Lease Ternr�shall�mean a term commencing on the Commencement Date and continuing for (50) years,�(plus�any�partial calendar month in which the Commencement Date falls), unless earlier terminated in accordance with this Lease. \\ (f) "Common Areas' shall mean those areas within the exterior walls of the Building (including roof top\sruc ures) devoted to corridors, elevator foyers, restrooms, mechanical rooms (containing machinery, equipment, or controls for the air conditioning, security, telecommunications, elevators, and other Building systems), janitorial closets, electrical and telephone closets, vending areas, lobby areas (whether at ground level or otherwise), and other similar facilities provided for the common use or benefit of tenants of the Building generally and/or the general public. (g) "Service Areas" shall mean those areas within the exterior walls of the Building used for Building stairs, elevator shafts, flues, vents, stacks, pipe shafts and other vertical penetrations (but shall not include any such areas designated for the exclusive use of a particular Building tenant). 128973049;4} 1 267206/7(TAMPA (h) "Building Standard Improvements", when used herein, shall mean the "Shell Improvements" (hereinafter defined) to the Building and the "Tenant Improvements" (hereinafter defined) which shall be provided using "Building Grade" (hereinafter defined) construction and materials according to the Work Letter attached hereto as Exhibit "A" and incorporated herein for all purposes. (i) "Shell Improvements" shall mean those certain improvements which have or will be constructed and installed in the Building by Landlord as provided in Exhibit "A" hereto. (j) "Tenant Improvements" shall include those improvements constructed or installed on the Premises by or for Tenant as provided in Exhibit "A" hereto, using "Building Grade"' (hereinafter defined) construction and materials where appropriate. (k) "Building Grade" shall mean: (i)t eh type, brand and/or q uality of materials Landlord designates from time to time to be,the minimum quality to be used in the Building or, as the case may be, the exclusive type, grade q�ality of material to be used in the Building; and(ii)the standard method of construction and installation/technique to be used in the Building. (j) "Operating Expenses" shall mean the amo-unt`f the annual operating expenses incurred by Landlord in connection with the ownership, operation, maintenance and management of the Building. 2. Lease Grant. (a) Subject to and upon the terms herein set forth, Landlord leases to Tenant and Tenant leases from Landlord the Premises. (b) Tenant shall construct certain improvements in the Premises in accordance with the Work Letter attached.hereto as Exhibit "A". 3. \Lease Term. This,`Lease shall continue in force during a period beginning on the Commencement Date and continuing until the expiration of the Lease Term, unless this Lease is sooner termiriated, �or extended',to a later date under any other term or provision hereof. 4. Use. The\Premises shall be used for emergency management office purposes and for no other use or u ose without Landlord's prior written consent in Landlord's reasonable p � � p discretion. Tenant agrees not to'use or permit the use of the Premises for any purpose which is illegal, dangerous to life, limb or property or which, in Landlord's opinion, creates a nuisance or which would increase the cost of insurance coverage with respect to the Building. 5. Base Rental. (a) Tenant agrees to pay during the Lease Term, to Landlord, without any setoff or deduction whatsoever, the base rent of$1.00 per annual period under this Lease ("Base Rent") (plus any tax on rent), all of which are sometimes herein collectively called "rent", for the nonpayment of which Landlord shall be entitled to exercise all such rights and remedies as are herein provided in the case of the nonpayment of rent. Except as otherwise provided herein, the annual rental payment for each calendar year or portion thereof during the Lease Term shall be {28973049;4} 2 26720617/TAMPA due and payable on the first day of each annual period of the Lease, and Tenant hereby agrees to pay such rent to Landlord at Landlord's address provided herein (or such other address as may be designated by Landlord in writing from time to time) in advance, and without demand or setoff. (b) Provided that Tenant (i) in connection with its completion of the Tenant Improvements set forth in the Work Letter, installs an HVAC System exclusively serving the Premises and separately meters or sub-meters the Premises with respect to all utility services required by Tenant and (ii) provides and/or contracts for janitorial and other maintenance services for the Premises (collectively, the "Net Lease Requirements"), Tenant shall not be required to pay Tenant's proportionate share of Operating Expenses. However, if, and only if, Tenant does not satisfy the Net Lease Requirements; then ;Tenant shall pay the Operating Expenses which are incurred by Landlord as a result of Tenant's failure to satisfy the Net Lease Requirements, as equitably determined by Landlord.' (c) Tenant shall pay all sales and use taxes levied or assessed against all rental payments due under this Lease, simultaneously-with each such rental payment. 6. Services to be Furnished by/Landlord. Landlord/agrees to furnish Tenant the following services: (a) Cold water at those ports of`sippfyprovided for general use of tenants of the Building; heating and air-conditioning in�eason-:-at such temperatures and in such amounts as are considered by Landlord to bstandard\or\as required bygovenmental authority. Such usage shall be at Tenant's ex� a se a s cl%hourl rtes s o b6-determined b Landlord from time to p � � Y � .,a� Y Y time, which charge - considered as additional al rent and which Tenant shall pay promptly upon being invoiced ther for,. (b)Ro.utine�maintenance a d--electric K@ting service for all Common Areas and Service Areas of t eh �Buildin�n the ma i '___1 d to the extent deemed by Landlord to be standard. (c) Subject to the provisions of Paragraph 12 hereof, facilities to provide all electrical current required\by\Tenant in its use and occupancy of the Premises. (d) Security in t e form. of limited access to the Building during other than Normal Business Hours shall Abe pro ided in such form as Landlord reasonably deems appropriate. Landlord, however, shall have no liability to Tenant, its employees, agents, invitees or licensees for losses due to theft or burglary, or for damages done by unauthorized persons on the Premises and neither shall Landlord be required to insure against any such losses. Tenant shall cooperate fully in Landlord's efforts to maintain security in the Building and shall follow all reasonable regulations promulgated by Landlord with respect thereto. (e) Elevator service in common with other Building tenants for ingress to and egress from the Premises; provided, however, Landlord may reasonably limit the number of elevators in operation after Normal Business Hours. The failure by Landlord to any extent to furnish, or the interruption or termination of these {28973049;4} 3 267206/7rrAM PA defined services, in whole or in part, resulting from causes beyond the reasonable control of Landlord, shall not render Landlord liable in any respect nor be construed as an eviction of Tenant, nor work an abatement of rent, nor relieve Tenant from the obligation to fulfill any covenant or agreement hereof. Should any of the equipment or machinery used in the provision of such services for any cause cease to function properly, Tenant shall have no claim for offset or abatement of rent or damages on account of an interruption in service occasioned thereby or resulting therefrom. ' Work Letter 7. Improvements to be Made b Landlord. Except as otherwise provided in the Wo ette p y p p attached hereto as Exhibit "A", all installations and improvements now or hereafter placed on the Premises, other than Shell Improvements, shall be for Tenant's�account and at Tenant's cost. �� 8. Maintenance and Repair of Premises by Landlord. Except as otherwise expressly provided herein, Landlord shall not be required to make any repair t�he Premises other than repairs to the Building exterior and load-bearing walls and the floors and the roof of the Building, which may be required from time to time, but only after such required repairs have been requested by Tenant in writing. Notwithstanding the foregoing, `Tenant shall pay at Tenant's sole cost and expense for(�he�Pio_yees,st of any such repairs or maintenancJresulting from acts or omissions of Tenant its gem a ents , contractors sublessees and licensees g � > (including, but not limited to, roof leaks resulting from any roof penetration or placement of a satellite dish if same is permitted by La drord). 9. Gra hics• Direct ro �_Sigmq,41ge. Land,ofd shal-1 pr9. idb-and install, at Tenants cost, all r r numerals on rs in t e P\ remises��l4/suc.'letters. \d numerals shall be in the letters o ume �dqo standard graphics for tie\Building, and no other signs or graphi1c displays shall be used or permitted on the Premised withou Landlord's pr%or\written consent, which maybe given or withheld by-L ndlord in it\soI'e and ab solute disc tion. 10. Care of the Premises by Tenant. (a)\ Tenant shall maintain the Premises (including without limitation all furniture, fixtures, equipment and decorations) in good repair and in a clean, attractive, first-class condition in keeping wit\th\e\\\mainder of the Building. Tenant agrees not to commit or allow any waste to be committed on any�porti l of the Premises and, at the termination of this Lease, to deliver u the Premises to Landlord in as good condition as at the date of the commencement of the term of this Lease, ordinary wear and tear excepted, and subject to the provisions of Paragraphs 11, 22 and 23 hereof. Notwithstanding the foregoing, Tenant shall be permitted to insert picture hooks, nails, and/or screws necessary to hang pictures or other art work on the walls of the Premises. Unless otherwise provided by Landlord, Tenant shall provide its own janitorial services for the Premises. (b) Tenant, at its sole cost, shall also maintain, repair and replace the complete fan coil system and distribution ductwork that is connected to Landlord's chilled water system for the Leased Premises (including all of the following compressors, air handlers, duct work, heat pumps, ventilation equipment, and heating units) (collectively, the "HVAC System") in good and operational condition and repair throughout the Lease Term. Tenant, at its sole cost and expense, agrees to keep in force a standard maintenance agreement on the HVAC System and to provide a {28973049;4} 4 267206/7lrAMPA copy of such maintenance agreement to Landlord for Landlord's approval, which shall not be unreasonably withheld. Any repairs or replacement required to be made to such HVAC System shall be done at Tenant's sole cost and expense and made only by such persons or entities duly licensed and as have been approved in advance by Landlord. Nothing stated in this Section shall limit Tenant's obligation to maintain the HVAC System in good condition and repair throughout the Lease Term. All replacements shall be of similar quality and class to the original items replaced 11. Repairs and Alterations by Tenant. Tenant covenants and agrees with Landlord, at Tenant's own cost and expense, to repair or replace any damage done to the Building, or any part thereof, caused by the negligence of Tenant or Tenant's agents, contractors, employees, invitees, or visitors, and such repairs shall restore the Building,to as good a condition as it was in prior to such damage, and shall be effected in compliance/vv h all applicable.laws; provided, however, if Tenant fails to make such repairs or replac em ent�promptly, Landlord may, at its option, and after appropriate notice to Tenant, make such repairs or replacements, and Tenant shall pay the reasonable cost thereof to Landlord on demand as\additional rent. Tenant agrees with Landlord not to make or allow to be made any alterations tojhe�Premi es install any vending machines on the Premises, or place signs, furnishings, equipment, \any%indow coverings on any part of the Premises which are visible from outside the Premises, without first obtaining the written consent of Landlord in each such instance, which consent sha l\nnot be unreasonably withheld, conditioned, or delayed. Any and all alterations to the Premises shall become the property of Landlord upon termination of this Lease (except for movable equipment or furniture owned by Tenant). Landlord may, nonetheless, require Tenant to remove any and all fixtures, equipment and other improvements installed on the Premises other than the Tenant Improvements as originally constructed and installed pursuant to the Work Letter (the "Additional Improvements"), and restore the Premises to their original condition, reasonable wear and tear excepted. In the event that Landlord so elects, and Tenant fails to remove the Additional Improvements, Landlord-may remove the Additional Improvements at Tenant's cost, and Tenant shall pay'Landlord on demand all costs incurred in removing Additional Improvements and restoration ofthe Premises as required. All alterations, improvements and additions installed by Tenant shall,,be,Jnstalled in a good workmanlike and lien free manner and in a manner that minimizes inconvenience to and disruption of the other occupants of the Building and their businesses, shall be performed by a contractor approved by Landlord (which approval shall not unreasonably be withheld, conditioned, or delayed), shall be of a quality not less than Building Grade and, once commenced, shall be prosecuted continuously, in good faith and with due diligence until completed. 12. Electrical Overload; Structural Overload. (a) Tenant's use of electrical services furnished by Landlord shall be subject to the following: (i) Tenant's electrical requirements shall be restricted to that equipment which individually does not have a name plate rating greater than 16 amps at 120 volts, single phase. Collectively, Tenant's leased Premises shall not have a computed electrical load for outlets and equipment greater than five (5) watts per square foot at 120/208v. {28973049;4} 5 267206/7/TAM PA (ii) Tenant's overhead lighting shall not have a computed electrical load greater than two (2) watts at 277/480v of usable area. (iii) Tenant will not install or connect any electrical equipment which in Landlord's opinion will overload the wiring installations or interfere with the reasonable use thereof by other users in the Building. Tenant will not, without Landlord's prior written consent in each instance (which consent shall not be unreasonably withheld, conditioned, or delayed), connect any items such as non-building standard tenant lighting, vending equipment, printing or duplicating machines, computers (other than desktop word processors and personal computers), auxiliary air conditioners, or other data, communications, or electronic equipment to the Building's electrical system, or make any alteration or addition to the system. If Tenant desires any such items, additional 208/120 volt electrical power beyond that supplied by Landlord as provided above, or other special power requirements or circuits;,,then Tenant may request Landlord to provide such supplemental power or circuits to the Premises,. which request Landlord margrant or withhold in its reasonable discretion. If Landlord furnishes such�p wer or circuits, Tenant shall pay Landlord, on demand, the cost of the des�.g�n\, installation and maintenance of the facilities required to provi'ie\su ch-ad"'ditio al or special electrical power or circuits j d the-cost of all electric current,so provided at a rate not to exceed that -would be be charged by/Fl ridaa Power & Light, or its successor, if T n ant were a direct usto%er thereo0Landlord may require separate electrical metering of such supplemental electrical power or circuits to the Premises andLT-enan t sh�ll\` pay, on demand, the cost of the design, Ze stall�tion and-rrl�mtenanceof)such metering facilities. In no event shall enant have access�to any electrical closets. Tenant a rees that any � g lec ri a 1 engineering design or contract work shall be performed at enant's�expen\by Landlord or an electrical engineer and/or electrical ontractor\designaed by Landlord. All invoices respecting the design, stallation and mai tenance of the facilities requested by Tenant pursuant this subsection (iii) shall be paid within thirty (30) days of Tenant s Hereof. Landlord's charge to Tenant for the cost of electric current s provided shall be paid within thirty (30) days of receipt of invoice by Tenant./ (b) Tenant shall not place a load upon any floor of the Premises exceeding the floor load per square foot area which such floor was designed to carry and which may be allowed by law. Landlord reserves the right to prescribe the weight limitations and position of all heavy equipment and similar items, and to prescribe the reinforcing necessary, if any, which in the reasonable opinion of the Landlord may be required under the circumstances, such reinforcing to be at Tenant's expense. 13. Laws and Regulations. Tenant agrees to comply with all applicable laws, ordinances, rules, and regulations of any governmental entity or agency having jurisdiction of the Premises. {28973049;4} 6 267206/7/rAMPA I 14. Building Rules and Regulations. Tenant will comply with the rules and regulations of the Building (the "Rules and Regulations") as adopted and altered by Landlord from time to time and will cause all of its agents, employees, invitees and visitors to do so. Landlord shall give Tenant written notice of the Rules and Regulations as adopted and revised from time to time, and Tenant shall be obligated to comply with same as of the date of Tenant's receipt of such notice. A copy of the current Rules and Regulations is attached hereto as Exhibit "D". 15. Entry by Landlord. Tenant agrees to permit Landlord or its agents or representatives to enter into and upon any part of the Premises at all reasonable furs and upon reasonable prior notice to Tenant (and in emergencies at all times and with no notice required) to inspect the same, and to show the Premises to prospective purchasers, mortgagees, insurers and, during the last year of the Lease Term,tenants, and to clean or make repairs;alterations or additions thereto, and Tenant shall not be entitled to any abatement or reduction of rent by reason thereof. 16. Assignment and Subletting. Tenant may not assign, sublease, transfer or encumber this Lease or any interest therein. Any attempted assignment or sublease by\Tenant in violation of the terms and covenants of this Paragraph shall be void ab initio. Tenant shall reimburse Landlord's reasonable attorneys' fees and expenses incurred in connection with Tenant's assignment, subletting, transfer or e�,c brance of this Lease or any interest therein. 17. Mechanic's Liens. Tenant shall beep thePremises and all parts thereof at all times free of mechanic's liens and any lien for la,o , serviees, supplies; equipment or material purchased or procured, directly or ind rect- by or\fo\r\T ant/ Tenant further agrees that Tenant will promptly pay and sat�fy alI liens of� ontractors, subcontractors, mechanics, laborers, materialmen, and of r\items o f, like character and, to the extent permitted by law, will indemnify Landlord aga stall/expense, costs and charges, including bond premiums, for release of iens and`attorney§ fees/and costs.re so na bly incurred in and about the defense of any suit in discharging�the Pr�ise any part o the-1 d,�the Building, or any part thereof from any liens,judgments, or encumbrances caused or s-tiffe ed by Tenant. In the event any such lien shall be made\or filed, Tenant sha l,\bondagains or discharge the same within thirty (30) days after the same has b e,\m ade or filed.\It is u\nd\er-stood and agreed between the parties hereto that the expenses, costs and charges above referred to shall be considered as additional rent due hereunder. The Tenant herein shall not have any authority to create any liens for labor or material on the Landl'ord's interest in the Premises, the land or the Building and all persons contracting with the Tenant for the construction or removal of any facilities or other improvements on or about the Premises, and all materialmen, contractors, mechanics, and laborers are hereby charged with notice that they must look only to the Tenant to secure the payment of any bill for work done or material furnished at the request or instruction of Tenant. Landlord may, at Landlord's option, record a notice of this provision in the public records of Miami-Dade County, Florida. 18. Insurance. Tenant shall maintain at its expense, in an amount equal to full replacement cost, fire and extended coverage insurance on all of its personal property, including removable trade fixtures, located in the Premises and in such additional amounts as are required to cover Tenant's interest in the improvements and betterments to the Premises, including initial improvements installed by Tenant. Notwithstanding the foregoing, Landlord agrees that Tenant may self-insure. {28973049;4} 7 267206/7rrAM PA 19. Intentionally deleted. 20. Indemnity; Limitation of Liability. (a) To the extent applicable under Florida law, and subject to the limitations of liability under Section 768.28 Florida Statutes, as same may be amended from time to time, Tenant will, to the extent permitted by law, indemnify, defend, and save Landlord harmless of and from, all fines, suits, damages, claims, demands, losses and actions (including attorneys' fees), for any injury to person or damage to or loss of property on the Premises and Building caused by the negligence of Tenant, its employees, invitees or by any other person entering the Premises or the Building under express or implied invitation of Tenant, or arising out of Tenant's use of the Premises. (b) Except to the extent that Landlord's liability is limited pursuant to other provisions of this Lease, Landlord shall indemnify, defend, and save Tenant harmless of and from, all fines, suits, damages, claims, demands, losses and actions (including attorneys' fees), for any injury to person or damage to or loss of property on or about the Premises and Building caused by the negligence or willful misconduct of Landlord, its employees, agents, or contractors, invitees or by any other person entering the Premises or Building under express or implied invitation of Landlord. (c) Notwithstanding the foregoing, Landlord shall not be liable or responsible for any loss or damage to any property or the death or injury to any person occasioned by theft, fire, act of God or public enemy, injunction, riot, strike, insurrection, war, court order, requisition of other governmental body or authority, or due to the Building or any part thereof becoming out of repair, or by the happening of any accident in or about the Building, or due to any act of neglect of any tenant or occupant of the Building or of any other person. This provision shall apply especially (but not exclusively) to damage caused by water, frost, weather, steam, sewerage, electricity, gas, sewer gas or odors, or by the bursting or leaking of pipes or plumbing work, and shall apply equally whether such damage be caused by act or neglect of Landlord or other tenants, occupants, or maintenance personnel of the Building, or of any person. 21. Waiver of Subrogation Rights. Except as otherwise provided in Paragraph 22 hereof, Landlord and Tenant each hereby waives on behalf of itself and its insurers (none of which shall ever be assigned any such claim or be entitled thereto due to subrogation or otherwise) any and all rights of recovery, claim, action, or cause of action, against the other, its agents, officers, or employees, for any loss or damage that may occur to the Premises, or any improvements thereto or the Building of which the Premises are a part, or any improvements thereto, or any personal property of such party therein, by reason of fire, the elements, or any other causes which are, or should be insured against, regardless of whether such insurance is actually maintained and regardless of the cause or origin of the damage involved, including negligence of the other party hereto, its agents, officers, or employees. 22. Casualty Damage. (28973049;4) 8 267206/7/rAM PA (a) If the Premises or any part thereof shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord. In case the Building shall be so damaged that substantial alteration or reconstruction of the Building shall, in Landlord's sole opinion, be required (whether or not the Premises shall have been damaged by such casualty), or in the event any mortgagee of Landlord's interest in the Building or the property should require that the insurance proceeds payable as a result of a casualty be applied to the payment of the mortgage debt, or in the event of any material uninsured loss to the Building, Landlord may, at its option, terminate this Lease by notifying Tenant in writing of such termination within ninety (90) days after the date of such casualty. If Landlord does not thus elect to terminate this Lease, then Landlord shall commence and proceed with reasonable diligence to restore the Building shell and the Shell Improvements located on the Premises (as described in the Work Letter); except that Landlord's obligation to restore shall not require Landlord to spend for such work an amount in excess of the insurance proceeds actually received by Landlord as a result of the casualty. Landlord shall provide written notice to Tenant ("Time Estimate Notice") within ninety (90) days after the casualty specifying Landlord's estimate of the time required to repair the damage. If Landlord estimates that such damage can be repaired within three hundred sixty (360) days after the date of the casualty ("Repair Period"), then this Lease will continue unless otherwise terminated by Landlord as provided herein. If Landlord estimates that it cannot repair the damage within the Repair Period, then Tenant shall have thirty (30) days from Tenant's receipt of the Time Estimate Notice to elect whether or not to terminate this Lease by providing written notice to Landlord. If Tenant fails to exercise its option to terminate this Lease before the conclusion of such thirty (30) day period, then Tenant shall be deemed to have elected not to terminate this Lease. When the repairs described above have been completed by Landlord, Tenant shall complete the restoration of all improvements in excess of the Shell Improvements which are necessary to permit Tenant's reoccupancy of the Premises, in accordance with plans and specifications approved by Landlord and Tenant. Tenant shall also be responsible for the restoration of Tenant's furniture, equipment and fixtures. All cost and expense of reconstructing the Premises to a level in excess of Shell Improvements shall be borne by Tenant. (b) Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such casualty damage or the repair thereof; Notwithstanding anything to the contrary contained in this Paragraph, Landlord shall not have any obligation whatsoever to repair, reconstruct or restore the Premises when the damage resulting from any casualty contained under this Paragraph occurs during the last twelve (12) months of the Lease Term. 23. Condemnation. If the whole or substantially the whole of the Building or the Premises should be taken for any public or quasi-public use, by right of eminent domain or otherwise or should be sold in lieu of condemnation, then this Lease shall terminate as of the date when physical possession of the Building or the Premises is taken by the condemning authority. If less than the whole or substantially the whole of the Building or the Premises is thus taken or sold, Landlord (whether or not the Premises are affected thereby) may, at its option terminate this Lease by giving written notice thereof to Tenant; in which event this Lease shall terminate as of the date when physical possession of such portion of the Building or Premises is taken by {28973049;4} 9 267206/7/TAMPA i condemning authority. If this Lease is not so terminated upon any such taking or sale, Landlord shall, to the extent Landlord deems feasible, restore the Building and the Premises to substantially their former condition, but such work shall not exceed the scope of the work done by Landlord in originally constructing the Building and installing the Shell Improvements and the Tenant Improvements in the Premises, nor shall Landlord in any event be required to spend for such work an amount in excess of the amount received by Landlord as compensation for such taking. All amounts awarded upon a taking of any part or all of the property, Building or the Premises shall belong to Landlord, provided that Tenant shall not be entitled to and expressly waives all claim to any such compensation. 24. Events of Default; Remedies. (a) The following events shall be deemed to be "Events of Default" by Tenant under this Lease: (i) Tenant shall fail to timely pay any rent or other sum of money within ten (10) days of Tenant's receipt of written notice from Landlord of the same; (ii) Tenant shall fail to comply with any provision of this Lease or any other agreement between Landlord and Tenant(including the Work Letter) not requiring the payment of money (all of which terms, provisions and covenants shall be deemed material) and such failure shall continue for a period of thirty (30) days after written notice of such default is delivered to Tenant, provided if cure of such default is impracticable within such thirty (30) day period that if Tenant has commenced the cure and is diligently prosecuting the same to completion then Tenant shall have such a reasonable period of time as is necessary to complete said cure; (iii) the leasehold hereunder demised shall be taken by execution or other process of law in any action against Tenant; (iv) Tenant shall cease to do business in or abandon any substantial portion of the Premises; (v) Tenant shall become insolvent or unable to pay its debts as they become due, or Tenant notifies Landlord that it anticipates either condition; (vi) Tenant takes any action to, or notifies Landlord that Tenant intends to file a petition under any section or chapter of the United States Bankruptcy Code, as amended from time to time, or under any similar law or statute of the United States or any State thereof, or a petition shall be filed against Tenant under any such statute, or Tenant or any creditor of Tenant notifies Landlord that it knows such a petition will be filed, or Tenant notifies Landlord that it expects such a petition to be filed; or(vii) a receiver or trustee shall be appointed for Tenant's leasehold interest in the Premises or for all or a substantial part of the assets of Tenant. (b) Upon the occurrence of any event or events of default by Tenant, as enumerated in this Paragraph, Landlord shall have the option to pursue any one or more of the following remedies without any notice (except for that expressly required by Subparagraph 24(a)) or demand for possession whatsoever: (i) terminate this Lease, in which event Tenant shall immediately surrender the Premises to Landlord; (ii) Landlord may elect to enter and repossess the Premises and relet the Premises; (iii) enter upon the Premises and do whatever Tenant is obligated to do under the terms of this Lease, and Tenant agrees to reimburse Landlord on demand for any expense which Landlord may incur in effecting compliance with Tenant's obligations under this Lease, and Tenant further agrees that Landlord shall not be liable for any {28973049;4} 10 267206/7/rAMPA damages resulting to the Tenant from such action; and (vi) exercise all other remedies available to Landlord at law or in equity, including, without limitation, injunctive relief of all varieties. In the event Landlord elects to re-enter or take possession of the Premises after Tenant's default, Tenant hereby waives notice of such re-entry or repossession. Landlord may, without prejudice to any other remedy which it may have for possession or arrearages in rent, expel or remove Tenant and any other person who may be occupying said Premises or any part thereof. In addition, the provisions of Paragraph 26 hereof shall apply with respect to the period from and after the giving of notice of such termination to Tenant. All Landlord's remedies shall be cumulative and not exclusive. Forbearance by Landlord to enforce one or more of the remedies herein provided upon an event of default shall not be deemed or construed to constitute a waiver of such default. (c) This Paragraph shall be enforceable to the maximum extent not prohibited by applicable law, and the unenforceability of any portion thereof shall not thereby render unenforceable any other portion. (d) Upon the happening of either of the following events, Tenant shall provide written notice ("Default Notice") to Landlord of its failure to comply with the terms of this Lease: (a) the failure by Landlord to materially comply with any of its covenants or obligations under this Lease or (b) the violation by Landlord of any laws, ordinance, or regulations applicable to the Building and which has a material effect on Tenant's use of the Premises as permitted in Paragraph 4 of this Lease. Upon receipt of the Default Notice, Landlord shall have thirty (30) days to correct its failure to comply with the terms of this Lease as provided above. If Landlord fails to comply with the terms of this Lease within such thirty (30) day period, then Landlord shall be in default under this Lease ("Landlord Default"). Notwithstanding the foregoing, if such Landlord Default cannot reasonably be cured within such thirty (30) day period, then Landlord shall not be in default if Landlord promptly commences the cure of such Landlord Default within thirty (30) days, and thereafter diligently pursues such cure to completion. 25. Peaceful Enjoyment. Tenant shall, and may peacefully have, -hold, and enjoy the Premises, subject to the other terms hereof including, without limitation, Paragraph 27 hereof, provided that Tenant pays the rent and other sums herein recited to be paid by Tenant and performs all of Tenant's covenants and agreements herein contained. This covenant and all other covenants of Landlord shall be binding upon Landlord and its successors only with respect to breaches occurring during its or their respective periods of ownership of Landlord's interest hereunder. Landlord shall be entitled to cause Tenant to relocate from the Premises to a comparable space with comparable finishes (a "Relocation Space") within the Building at any time upon written notice to Tenant. Such written notice shall provide that the relocation shall occur on a date no earlier than ninety (90) days from the date of such written notice. Subject to the ninety (90) day relocation time-frame, Tenant shall move to the Relocation Space upon written notice from Landlord that the Relocation Space is ready for occupancy. Any such relocation shall be entirely at the expense of Landlord or the third party tenant replacing Tenant {28973049;4} 11 267206/7rrAMPA in the Premises, which expense shall include but not be limited to (i) costs of tenant improvements or "build out expenses" for the Relocation Space, (ii) the cost of relocating Tenant's furniture, fixtures, and equipment from the Premises to the Relocation Space, (iii) the cost of replacing Tenant's existing stock of business stationary, if a replacement is necessary due to Tenant's relocation to the Relocation Space, and (iv) reimbursement for any other reasonable, actual costs of Tenant necessary to ready the Relocation Space for Tenant's use thereof (the "Tenant Relocation Expenses"); provided, however, that Landlord shall not be obligated to reimburse Tenant for the Tenant Relocation Expenses until Tenant provides Landlord with satisfactory written evidence (such as a receipt and/or an invoice) that such expenses have been incurred by Tenant. In addition, Landlord shall have the right in its sole discretion, at any time and from time to time, without notice to Tenant, to undertake (i) renovation or (ii) further development of the property by way of expansion or modification of the existing Building; provided that such renovation or development by Landlord shall not unreasonably interfere with Tenant's use and occupancy of the Premises or access to the Building. 26. Subordination to Mortgage. Tenant accepts this Lease subject and subordinate to any mortgage, deed of trust or other lien presently existing or hereafter arising upon the Premises, or upon the Building or the property and to any renewals, refinancing and extensions thereof, but Tenant agrees that any such mortgagee shall have the right at any time to subordinate such mortgage, deed of trust or other lien to this Lease on such terms and subject to such conditions as such mortgagee may deem appropriate in its discretion. Landlord is hereby irrevocably vested with full power and authority to subordinate this Lease to any mortgage, deed of trust or other lien now existing or hereafter placed upon the Premises, or the Building or the property, and Tenant agrees upon demand to execute such further instruments subordinating this Lease or attorning to the holder of any such liens as Landlord may request. 27. Estoppel Certificate. Tenant agrees that it will from time to time upon request by Landlord, execute and deliver to such persons as Landlord shall request, a statement in recordable form 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 so modified), stating the dates to which rent and other charges payable under this Lease have been paid, stating that Landlord is not in default hereunder (or if Tenant alleged a default stating the nature of such alleged default), and further stating such other matters as Landlord shall reasonably require. 28. Intentionally deleted. 29. Parking. (a) During the Lease Term, Tenant shall have the non-exclusive use in common with Landlord, other Building tenants and their respective guests and invitees, and.the general public of the non-reserved vehicle parking areas, driveways and pedestrian access to same located in reasonable proximity to the Premises, as may be designated from time-to-time or any time by the Landlord, subject to the rules and regulations promulgated by Landlord from time to time. {28973049;4} 12 267206/7/TAM PA (b) Landlord shall have a right to designate the location of Tenant's parking and alter such designation upon reasonable notice to Tenant. Landlord shall also have the right to establish or modify the methods used to control parking in its parking areas, including without limitation the installation of certain control devices or the hiring of parking attendants or a managing agent. (c) Landlord shall have no liability whatsoever for any property damage or personal injury which might occur as a result of or in connection with the use of the vehicle parking areas by Tenant, its employees, agents, invitees and licensees, and Tenant hereby agrees, to the extent permitted by law, to indemnify and hold Landlord harmless from and against any and all costs, claims, expenses, or causes of action which Landlord may incur in connection with or arising out of Tenant's use of said vehicle parking areas. 30. Attorney's Fees. In the event either party defaults in the performance of any of the terms of this Lease and the other party employs an attorney in connection with the enforcement of any remedy of such default, the prevailing party shall be entitled to receive from the other party full reimbursement of such prevailing party's reasonable attorney's fees and costs incurred therewith, whether such fees are incurred before, during or after any trial or administrative proceeding or on appeal. 31. No Implied Waiver. The failure of Landlord to insist at any time upon the strict performance of any covenant or agreement contained herein or to exercise any option, right, power or remedy contained in this Lease shall not be construed as a waiver or a relinquishment thereof for the future. No payment by Tenant or receipt by Landlord of a lesser amount than the monthly installment of rent due under this Lease shall be deemed to be other than on account of the earliest rent due hereunder, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such rent or pursue any other remedy in this Lease provided. 32. Limitation of Landlord's Liability. The term "Landlord", as used in the Lease, shall mean only the owner or owners, at the time in question, of the fee title to the Building. In the event of any transfer of such title or interest, Landlord as named in the Lease (and in the case of any subsequent transfers, then the grantor) shall be relieved from and after the date of such transfer of all liability in respect of Landlord's obligations thereafter to be performed, provided that any funds in the hands of Landlord or the then grantor at the time of such transfer, in which Tenant has an interest, shall be delivered to the grantee. The obligations contained in the Lease to be performed by Landlord shall, subject to the above, be binding on Landlord's successors and assigns, only during their respective periods of ownership. The obligations of Landlord under the Lease do not constitute personal obligations of Landlord or the individual partners, shareholders, directors, officers, and property managers and Tenant shall look solely to Landlord's then existing interest in the Building and its proceeds (including rental payments and {28973049;4) 13 267206/7/TAMPA any proceeds arising from the sale thereof), and to no other assets of Landlord, for satisfaction of any liability in respect of the Lease, and will not seek recourse against the individual partners, shareholders, directors, officers, property managers or any of their personal assets for such satisfaction. No other properties or assets of Landlord shall be subject to levy, execution, or other enforcement procedures for the satisfaction of any judgment (or other judicial process) or for the satisfaction of any other remedy of Tenant arising out of or in connection with the Lease, the relationship of landlord and tenant, or Tenant's use of the Premises. 33. Addendum to Lease. For the avoidance of doubt, the parties hereby agree to execute an addendum to this Lease at such time as the parties have, working together in good faith, determined the size and specific location of the Premises and the Building. 34. Notice. Unless otherwise set forth in this Lease, any notice, demand, or request to be given under this Lease (i) may be given by either party or its attorney or agent, (ii) shall be in writing, and (iii) shall be deemed to have been properly given (a) on the date delivered personally (including by courier), (b) one (1) business day following deposit with a nationally recognized overnight delivery service, (c) three (3) business days following deposit with the United States Postal Service (designated certified mail, return receipt requested, bearing adequate postage and addressed as designated below), or (d) upon refusal of delivery by the recipient. Landlord's address for notices may be changed by ten (10) days prior written notice from time to time. The foregoing notice provisions shall in no way prohibit notices from being given as provided by statute or in the rules or civil procedure of the state in which the Building is located, as the same may be amended from time to time (including by posting notice on the door of the Premises) and any notice so given shall constitute notice herein. Until further notice, the address for the parties hereto shall be the address set forth below: As to Landlord: Mount Sinai Medical Center 4300 Alton Road Warner Building, 5th Floor Miami Beach, FL 33140 Attn: President and CEO With a required copy to: Mount Sinai Medical Center 4300 Alton Road Warner Building, 5 I.Floor Miami Beach, FL 33140 Attn: General Counsel As to Tenant: City of Miami Beach 1700 Convention Center Drive, 4th Floor Miami Beach, FL 33139 Attn: City Manager {28973049;4} 14 267206/7rrAMPA With a required copy to: City of Miami Beach 1700 Convention Center Drive, 4t" Floor Miami Beach, FL 33139 Attn: City Attorney 35. Severability. If any term or provision of the Lease, or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Lease shall be otherwise valid and enforced to the fullest extent permitted by law. 36. Recordation. Tenant agrees not to record this Lease or any memorandum hereof. At Landlord's request, Tenant agrees to promptly execute a memorandum of this Lease in recordable form, and Landlord may, at its option, record such memorandum in the Public Records of Miami-Dade County, Florida. 37. Governing Law. This Lease and the rights and obligations of the parties hereto shall be interpreted, construed, and enforced in accordance with the laws of the State of Florida. 38. Force Maieure. Whenever a period of time is herein prescribed for the taking of any action by Landlord or Tenant, such party shall not be liable or responsible for, and there shall be excluded from the computation of such period of time, any delays due to strikes, riots, acts of God, shortages of labor or materials, war, governmental laws, regulations or restrictions, or any other cause whatsoever beyond the control of such party; provided, however, that Tenant shall not be excused from timely taking any action on account of a governmental law, regulation or restriction that is within Tenant's reasonable control. 39. Time of Performance. Except as expressly otherwise herein provided, with respect to all required acts of Tenant, time is of the essence of this Lease. 40. Transfers by Landlord. Landlord shall have the right to transfer and assign, in whole or in part, all its rights and obligations hereunder and in the Building and the property referred to herein, and in such event and upon such transfer, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to such successor in interest of Landlord for the performance of such obligations. 41. Brokers. Landlord and Tenant each represent and warrant one to the other that neither of them has employed any broker in connection with the negotiations of the terms of this Lease or the execution thereof. Landlord and Tenant hereby agree, to the extent permitted by law, to indemnify and to hold each other harmless against any loss, expense or liability with respect to {28973049;4} 15 267206/7TTAM PA any claims for commissions or brokerage fees arising from or out of any breach of the foregoing representation and warranty. 42. Effect of Delivery of This Lease. Landlord has delivered a copy of this Lease to Tenant for Tenant's review only, and the delivery hereof does not constitute an offer to Tenant or option to lease. This Lease shall not be effective until a copy executed by both Landlord and Tenant is delivered to and accepted by Landlord. 43. Access Devices. On or before the Commencement Date of this Lease, Landlord shall provide to Tenant, free of charge, a reasonable number of access devices such as cards or keys that may be used to gain access to the Building and/or any parking garage. Landlord reserves the right to impose a reasonable charge on Tenant for the repair and/or replacement of any lost, stolen, or damaged devices. 44. Exhibits. In addition to Exhibits "A", "B", "C", and "D", the following exhibits are attached hereto and incorporated herein made a part of this Lease for all purposes: N/A. 45. Captions. The Paragraph captions used herein are for convenience and reference only and in no way add to or detract from the interpretation of the provisions of this Lease. 46. Prior Agreements and Amendments. All prior agreements, understandings, representations and/or promises made or entered into by the parties hereto are superseded by and replaced with this Lease, so that this Lease is the sole agreement between the parties. The provisions of this Lease may not be modified or amended, except by an instrument in writing and signed by both parties hereto. 47. Binding ms. This Lease shall be binding upon and inure to the benefit of Landlord, its successors and assigns, and Tenant, its successors and, to the extent assignment is permitted under the provisions hereof, Tenant's assigns. 48. Statutory Notice Requirement. Tenant hereby acknowledges receipt of the following notice as required by Chapter 88-285, Laws of Florida: RADON GAS: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. 49. Waiver of Trial by Jury. It is mutually agreed by and between Landlord and Tenant that the respective parties hereto shall and they do hereby waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other on any matter arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant and Tenant's use or occupancy of the Premises. Tenant further agrees that it shall not interpose {28973049;4} 16 267206/7/TAMPA any counterclaim or counterclaims in a summary proceeding or in any action based upon nonpayment of rent or any other payment required of Tenant hereunder. 50. Rooftop Access and Equipment. Tenant shall not access the roof of the Building without Landlord's prior written consent, and all such roof access shall be coordinated through Landlord and is subject to Landlord's supervision. Further, Tenant shall not install any equipment, including, without limitation, antennae or satellite dishes on the roof of the Building ("Rooftop Equipment") without Landlord's prior written consent and, if such consent is given, Tenant shall obtain all required permits and approvals and abide by all applicable laws and Roof Equipment rules, regulations and restrictions instituted or imposed by Landlord with respect to the installation, use and removal of such Rooftop Equipment from time to time. If Landlord gives its consent to Tenant's installation of Rooftop Equipment, the parties agree to execute an addendum hereto specifying the size and location of such Rooftop Equipment. The installation and use of the Rooftop Equipment by Tenant, if permitted by Landlord, shall not negatively impact other tenants' rights of quiet enjoyment or interfere with the delivery of any services (including telecommunications services) to or from such other tenants' demised premises in the Building. If such installation and/or use of such Rooftop Equipment by Tenant so interferes with Landlord or any other tenant in the Building, Landlord reserves the right to require Tenant to relocate the same, change the frequency of the satellite dish or remove the same from the roof of the Building, all of which shall be at Tenant's sole cost and expense. Further, to the extent Landlord consents to Tenant's installation of any Rooftop Equipment, Tenant shall, at Tenant's sole cost and expense, remove the same at the expiration or earlier termination of the Term of this Lease and repair any damage caused thereby to the Building. THIS SPACE LEFT INTENTIONALLY BLANK {28973049;4} 17 267206/7rrAMPA IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease in multiple original counterparts as of the day and year first above written. LANDLORD: Witnesses as to Landlord: MOUNT SINAI MEDICAL CENTER OF FLORIDA, INC., a Florida not-for-profit corporation By: Name: Title: Print Name Print Name TENANT: Witnesses as to Tenant: CITY OF MIAMI BEACH, FLORIDA, a municipal corporation of the State of Florida By: Philip Levine, Mayor Print Name Attest: By: Rafael E. Granado, City Clerk Print Name {28973049;4} 18 267206/7/TAMPA EXHIBIT "A" WORK LETTER AGREEMENT THIS WORK LETTER AGREEMENT (this "Work Letter") is attached to and made part of that certain Lease Agreement (the "Lease") by and between Mount Sinai Medical Center of Florida, Inc., a Florida not-for-profit corporation ("Landlord"), and the City of Miami Beach, Florida, a municipal corporation duly organized and existing under the laws of the State of Florida ("Tenant"). The terms, definitions and other provisions of the Lease are hereby incorporated into this Work Letter b reference. � Y IN CONSIDERATION OF the execution of the Lease and the mutual covenants and conditions hereinafter set forth, Landlord and Tenant agree as follows: 1. Building Standard Improvements: (a) This Work Letter sets forth the agreement with respect to the construction of the additional improvements constructed or installed on the Premises for Tenant's use (the "Tenant Improvements"). Any other improvements to the Premises that require construction methods or materials other than Building Grade shall be deemed to be "Non-Standard Improvements". (b) "Shell Improvements" shall mean the following improvements which have been provided by Landlord, at its expense, in connection with the construction of the Building: (1) Exterior Building windows, doors, walls and roof structure and unfinished concrete block and sheetrock walls surrounding common areas and service areas. (2) Unfinished concrete floors and ceilings. (3) Fully equipped and finished Common Areas and Service Areas, including elevators, elevator lobbies, atrium entry area, restrooms and mechanical and electrical rooms. (4) Heating, ventilation and air-conditioning (chilled water) system with main high pressure ductwork distribution to all floor areas, including VAV boxes. (5) Electrical meter rooms equipped with panels and breakers to code. (6) Automatic sprinkler systems with construction heads per minimum code requirements for building shell. (7) Public corridor areas as needed to serve the Premises (except those building floors to be occupied by a single tenant), with floors, interior walls and ceilings finished with Building Grade materials. 2. Initial Plans. In accordance with and subject to the provisions of this Work Letter, Tenant shall, at Tenant's expense, construct and install the Tenant Improvements {28973049;4} 19 267206/7/TAMPA described in this Work Letter (collectively, the "Work"). Unless otherwise agreed to by Landlord in writing, Tenant shall use Building Grade construction methods and materials as determined by Landlord(in its sole discretion) in connection with all Work. 3. Cost of Work. Tenant shall pay for the Work at Tenant's sole cost and expense, including without limitation, all hard and soft costs incurred in connection therewith. 4. Plans and Specifications. (a) The Work shall be completed in accordance with detailed architectural and engineering working drawings and material specifications (the "Plans and Specifications") which shall be prepared at Tenant's expense and shall be in a form and content as necessary to allow Tenant's contractor(s) to obtain all required building permits and approvals. The Plans and Specifications shall include the following: (1) dimensioned architectural plan; (2) electric/telephone outlet diagram; (3) reflective ceiling plan with light switches; (4) mechanical plan (including fire protection); (5) electric power circuitry diagram; (6) schematic plumbing riser diagram (if any); (7) all color and finish selections; (8) all special equipment and fixture specifications; and(9) life safety specifications. (b) Tenant shall utilize a certified and licensed architect as space planner architect ("Tenant's Architect") in preparation of items (1) through (3), (7) and (8) as provided in subparagraph (a) of this Section. In all events, items (4), (5) and, if necessary, item (6) must be prepared by certified and licensed engineer(s) approved by Landlord in Landlord's reasonable discretion ("Engineers"). The total charge for preparation of building standard engineering drawings and specifications by Engineers shall be paid by Tenant. (c) Tenant shall cause the Plans and Specifications to be prepared, at Tenant's expense, and submitted to Landlord for approval. Landlord shall then have a period of not more than ten (10) business days following such submittal (or, in the event of modifications, such re- submittal) in which to review and approve the Plans and Specifications or state any objections to same in writing. Landlord's approval (except as to structural elements of the building and building systems, for which approval shall be in Landlord's absolute discretion) shall not be unreasonably withheld, and any objections shall be reasonable in nature and stated in sufficient detail so as to allow necessary modification by Tenant. Tenant shall make necessary modifications to the Plans and Specifications and resubmit same to Landlord within twenty (20) business days. Once accepted by Landlord in final form, the Plans and Specifications may be modified only with Landlord's written approval, which will not be unreasonably withheld or delayed, and Tenant shall be liable for any additional costs incurred as a result of any such change. 5. Contractor(s); Permits. (a) Tenant shall use its own contractor(s) and shall obtain all building permits necessary to complete all of the Work. Tenant shall bear the cost of all building permits. Landlord shall not be liable in any way for any injury, loss, damage, or delay which may be caused by or arise from entry into the Premises by Tenant, its employees, or contractor(s), during {28973049;4} 20 267206/7/TAMPA the performance of the Work. Tenant's contract with its general contractor shall include (among other things) the requirement that the general contractor abide by the construction rules and regulations set forth on Exhibit "A", attached to and made a part of this Work Letter. (b) Tenant's general contractor and all subcontractors shall be licensed as required by the County and State where the Premises are located. Landlord shall have the right to disapprove of Tenant's general contractor or any subcontractor if Landlord reasonably believes that such contractor is: (i) not licensed as required by any governmental agency; and/or (ii) not technically qualified or sufficiently staffed to do the Work. Tenant shall cause its general contractor to furnish Landlord with an original certificate of insurance for hazard and liability coverage pursuant to subsection (d), below. All subcontractors shall be insured in such amounts as p ( ) Landlord deems commercially reasonable. Tenant (or, at Tenant's option, its general contractor) shall furnish Landlord with the names and addresses of its subcontractors. (c) Tenant shall advise its contractor(s), subcontractor(s), and material supplier(s) that no interest of Landlord in the Premises, the Building, or the Project shall be subject to liens to secure payment of any amount due for work performed or materials installed in the Premises on Tenant's behalf and Tenant's contract with its general contractor shall include a true and correct copy of Paragraph 11 of the Lease. (d) Tenant's general contractor shall maintain at all times during the course of the Work, the following types of insurance: (i) workers' compensation insurance to cover full liability under workers' compensation laws of the State where the Premises are located with employers' liability coverage in limits not less than $1005000.00; (ii) comprehensive general liability insurance on an "occurrence" basis for the hazards of operations, elevators and escalators, independent contractors, products and completed operations (for two (2) years after the date of acceptance of the work by Landlord and Tenant), and contractual liability specifically covering the indemnification provision in the construction contract, such comprehensive general liability to include broad form property damage and afford coverage for explosion, collapse and underground hazards, and "personal injury" liability insurance and an endorsement providing that the insurance afforded under the contractor's policy is primary insurance as respects Landlord and Tenant and that any other insurance maintained by Landlord or Tenant is excess and non-contributing with the insurance required hereunder, provided that such insurance may be written through primary or umbrella insurance policies with a minimum policy limit of$2,000,000.00; (iii) comprehensive automobile liability insurance covering all owned, non- owned, and hired automobiles, such insurance required to be in limits not less than that stated in subparagraph(2), above; and (iv) Landlord and Tenant are to be included as an additional insured for insurance coverages required in subparagraphs (2) and (3), above. (28973049;4) 21 26720617lrAM PA As evidence of.all required coverages, Tenant shall provide to Landlord, a certificate of insurance, setting forth the nature of the coverage, the limits of liability, the name of the insurance carrier, policy number, and the date of expiration. Each carrier shall agree to furnish at least ten (10) days prior written notice to Landlord of any cancellation or material change in coverage. 5. Construction of the Improvements. (a) Tenant shall cause Substantial Completion of the Work, in accordance with the Plans and Specifications. Tenant shall cause construction to commence no later than sixty (60) days following Landlord's delivery of the premises to Tenant for construction of Work. Once Tenant has commenced construction, Tenant shall cause the construction to be diligently prosecuted to completion. "Substantial Completion" or "Substantially Completed" shall mean the earlier of the date that (i) a Certificate of Occupancy or its equivalent has been obtained for the entire Premises and that the Work is sufficiently complete so as to allow Tenant to occupy the Premises for the uses permitted by the Lease, or (ii) Tenant occupies the Premises and begins conducting business operations for uses permitted by the Lease. If required by the laws of the State and County where the Premises are located, and in accordance with such laws, Tenant, with Landlord's cooperation, shall cause a Notice of Commencement (or its equivalent) to be filed in the Public Records of the County where the Premises are located and posted at the job site prior to commencing construction of the Work. (b) Tenant's contractors shall, at Tenant's expense, apply for and obtain all necessary building permits, inspections, and approvals necessary and appropriate to complete the Work in accordance with the Plans and Specifications and as necessary to obtain a Certificate of Occupancy (or its equivalent) for the Premises. Tenant shall arrange a meeting prior to the commencement of construction between Landlord and Tenant's contractors for the purpose of organizing and coordinating the completion of the Work. All of the Work shall be completed in a good and workmanlike manner using Building Grade materials and methods, and shall be in conformity with all applicable building codes, and in accordance with Landlord's construction rules and regulations pertaining to contractors set forth in Exhibit "A" hereto. (c) Any damage to the Building caused by Tenant, its contractors, subcontractors, or agents shall be repaired by Tenant, at Tenant's expense, in a good and workmanlike manner. If any repaired area does not match the original surface, then the entire surface shall be redone at Tenant's expense to match the original surface. Tenant agrees, to the extent permitted by law, to indemnify and hold harmless Landlord, its agents, and employees from and against any and all costs, expenses, damage, loss, or liability, including, but not limited to, reasonable attorneys' fees and costs (at all tribunal levels), which arise out of, is occasioned by, or is in any way attributable to the Work, except to the extent caused by the gross negligence or willful misconduct of Landlord. Tenant, at its expense, shall be responsible for the maintenance, repair, and replacement of any and all items constructed by Tenant as part of the Work. Moreover, to the extent reasonably needed by Landlord for its repair obligations set forth in the Lease, Tenant will use all reasonable efforts to assign or extend to Landlord the benefit of any manufacturer's warranties with respect to the mechanical, electrical, life/safety, and plumbing systems, and for any other items constructed by Tenant. Landlord will make electric service available to Tenant during construction. In connection with the construction of the Work, Tenant shall pay Landlord the cost of all utilities, chilled water for air conditioning, if any, elevator and security services provided during construction. {28973049;4} 22 267206/7/TAMPA (d) Landlord or Landlord's representatives may, at any time, review and inspect the construction activities and performance of the Work by Tenant's contractor and any subcontractor(s). Tenant agrees to cooperate with Landlord to facilitate such inspections and shall notify Landlord prior to any and all governmental or regulatory inspections of the Work so that Landlord or Landlord's representatives can be present for such inspections. 6. Window Coverings. Building Grade window coverings are required by Landlord. The use of this Building Grade window treatment is essential to maintain the appearance of the building, therefore, no other window treatment shall be permitted by Landlord. No window coverings, blinds, curtains or treatments shall be permitted without the express written consent of Landlord which consent Landlord may withhold in its sole discretion. 7. Representatives. Landlord and Tenant hereby appoint the following person(s) as their respective representatives,to act on their behalf in connection with all matters covered by this Work Letter Landlord Representative Tenant Representative City Manager or authorized designee All inquiries, requests, instructions, authorizations and other communications with respect to the matters covered by this Work Letter shall be made to Landlord's Representative or Tenant's Representative as the case may be. Authorization made by Tenant's Representative shall be binding upon Tenant, and Tenant shall be responsible for all activities and costs authorized by Tenant's Representative. Either party may change its representative under this Work Letter at any time by written notice to the other party. 8. Miscellaneous. (a) This Work Letter shall be subject to the governing law,jurisdiction, and venue provisions set forth in the Lease. (b) This Work Letter may not be amended except by a written instrument signed by Landlord and Tenant. (c) Notices under this Work Letter shall be given in the same manner as under the Lease, except that such notices shall be directed to the parties set forth in Paragraph 7 of this Work Letter. (d) The headings set forth herein are for convenience only and form no substantive or binding part of this Work Letter. (e) This Work Letter sets forth the entire agreement of Tenant and Landlord regarding the Work. (f) Any failure of Tenant to comply with the requirements of this Work Letter shall constitute a default by Tenant under the Lease and Landlord may pursue all remedies available to Landlord under the Lease,at law or in equity. {28973049;4} 23 267206/7/TAMPA (g) In the event that the final working drawings and specifications are included as part of the Initial Plan attached hereto, or in the event Landlord performs the Work without the necessity of preparing working drawings and specifications, then whenever the term "Working Drawings" is used in this Agreement, such term shall be deemed to refer to the Initial Plan and all supplemental plans and specifications approved by Landlord. 9. Exculpation of Landlord. Notwithstanding anything to the contrary contained in this Work Letter, it is expressly understood and agreed by and between the parties hereto that: (a) The recourse of Tenant or its successors or assigns against Landlord with respect to the alleged breach by or on the part of Landlord of any representation, warranty, covenant, undertaking or agreement contained in this Work Letter or the Lease(collectively, "Landlord's Work Letter Undertakings") shall extend only to Landlord's interest in the real estate,of which the Premises demised under the Lease are a part(hereinafter, "Landlord's Real Estate")and not to any other assets of Landlord or its affiliated entities; and (b) Except to the extent of Landlord's interest in Landlord's Real Estate, no personal liability or personal responsibility of any sort with respect to any of Landlord's Work Letter Undertakings or any alleged breach thereof is assumed by,'or shall at any time be asserted or enforceable against, Landlord, or against any of its respective directors, officers, employees, agents, affiliated entities, managers, members, shareholders,beneficiaries,trustees or representatives. 10. Lease Provisions. The terms and provisions of the Lease, insofar as they are applicable to this Work Letter, are hereby incorporated herein by reference. All amounts payable by Tenant to Landlord hereunder shall be deemed to be additional Rent under the Lease and, upon any default in the payment of same,Landlord shall have all of the rights and remedies provided for in the Lease. 11. Workstations. Notwithstanding anything that may appear to the contrary in any plans related to the Work, Tenant shall be responsible, at Tenant's sole cost, for purchasing, installing and maintaining all workstations, furniture, fixtures, office equipment, telephone, data, and other IT equipment, and any related IT infrastructure including wiring or cabling (collectively, "Workstation Equipment"). The Workstation Equipment shall not be deemed to be part of the Work, and the installation of the Workstation Equipment shall not be required to achieve Substantial Completion of the Work. 12. Emergency Management Coordination Requirements. Landlord acknowledges that the Tenant Improvements undertaken by Tenant, in connection with Tenant's build out of the Premises for the utilization of an emergency management coordination area, may include the following, which shall be completed at Tenants sole cost and expense in accordance with this Work Letter: a) a room equipped for positive pressure; b) a double door entry system(Exterior door must be closed before interior door is opened); c) internet, cable/satellite TV and phone access with fiber optics to the router from the access point; d) space located at highest elevation possible proximal to the Emergency Department; e) a bathroom with a shower, dressing area and lockers; f) plumbing roughed out for kitchenette(sink, micro-wave, etc.); (28973049;4) 24 267206/7/TAMPA g) chase or conduit to roof for running communication and other antenna cabling; h) redundancy in electrical and HVAC Systems; i) entrance to a space located in an area with minimal exposure to the public; j) protected fresh air intake; k) a fire suppression system; 1) cabling or conduit for CCTV system; m) a docking station to supply a Mobile Command vehicle, etc. with power, internet, etc.; n) key card access systems for all doors to the outside of the Premises or into main hospital areas; o) cabling or conduit for Cats Ethernet drops at every workstation location; and p) a wiring closet for network equipment. THIS SPACE LEFT INTENTIONALLY BLANK {28973049;4} 25 267206/7/TAM PA EXHIBIT "B" CONSTRUCTION RULES AND REGULATIONS Landlord hereby sets forth the following rules and regulations governing the Work to be done by the general contractor employed by Tenant(the "General Contractor"), its employees and any and all subcontractors employed by the General Contractor, and Tenant hereby agrees that the General Contractor shall comply with these rules and regulations and any changes thereto which may reasonably be made by Landlord. Tenant further agrees to see to it that any and all subcontractors employed by the General Contractor comply with the same. 1. Permits: All permits and licenses necessary for the prosecution of the Work shall be secured and paid for by the General Contractor prior to commencement of the Work. It-is the responsibility of the General Contractor to forward an original Certificate of Occupancy to Landlord. 2. Work Area: Before commencing any of the Work, the General Contractor shall erect construction barriers acceptable to Landlord between the area where the General Contractor's Work is being conducted (the "Work Area") and any public areas in the Building and will keep the Work Area closed from public view until completion and occupancy by Tenant. The General Contractor shall perform all construction activities and all storage of materials inside the Work Area. 3. Keys and Locks: The General Contractor shall provide Landlord with keys to all locks installed on or in the Work Area. Landlord shall be provided access to the Work Area at all times. 4. Common Areas: The General Contractor shall carefully protect all walls, carpets, ceiling tiles, floors, furniture and fixtures in the Common Areas (as defined in the Lease) or areas open to the public and shall pay for repair or replacement of all damaged property therein(whether caused by General Contractor or its agents or subcontractors) upon demand by Landlord. The General Contractor will not perform any construction activities or store any materials in any Common Areas or public areas. Alterations to multi-tenant corridors (e.g., door cut-in) shall either be complete within the first week of construction or a visual barrier(approved by Landlord) shall be erected at General Contractor's expense. The General Contractor will keep the Common Areas and vacant spaces of the Building free of construction material, dirt and debris at all times. 5. Elevators: All construction materials, tools and trash are to be transferred to and from the Work Area via the freight elevator. At no time shall the General Contractor(or its subcontractors or suppliers)use the passenger elevators to move construction personnel, materials, equipment, tools or trash to or from the Work Area without the express prior consent of the Landlord. Furthermore, the use of the freight elevator shall be scheduled by the General Contractor with Landlord. Any work or hauling of materials or trash on occupied floors shall be {28973049;4} 26 267206/7/TAMPA conducted so as to leave unobstructed at all times the public corridor, freight elevator vestibule or passenger elevator lobby. Because the freight elevator is the principle means of providing hoisting for service as well as construction activities, the General Contractor must cooperate in resolving any conflicts which may arise from time to time when the General Contractor is required to share the freight elevator with the Building's cleaning crew, other tenants, etc. At no time may the General Contractor or its subcontractors block the freight elevator open. In the event that any damage occurs to the freight elevator or freight elevator lobbies, the General Contractor will bear the total cost of repairs. 6. Water and Electricity During Construction: Sources of water and electricity (in reasonable quantities for lighting, portable power tools, drinking water, water for testing and other such common uses during construction) will be made available to the General Contractor by the Landlord without cost to the General Contractor. The General Contractor shall make all connections or furnish any necessary extensions to or from such sources, and shall be responsible for promptly removing same upon completion of the Work. 7. Sanitary Facilities: Sanitary Facilities will be furnished to the General Contractor by Landlord. The General Contractor shall use only those facilities specifically provided or designated by the Landlord. Charges associated with clean-up or damage of any kind shall be the responsibility of the General Contractor. 8. Dust.: The General Contractor shall notify Landlord prior to the commencement of any extremely dusty work (e.g., sheet rock cutting, sanding, extensive brooming, etc.) and Contractor shall arrange for additional filtering capacity on the affected HVAC equipment. Failure to make such prior notification will result in the General Contractor absorbing any costs associated with returning any HVAC equipment damaged by dust to its original condition. 9. Work Approval: All drawings, change orders, subcontractors and materials must be approved by Landlord prior to the start of construction. Subcontractors or materials unacceptable to the Landlord shall not be used. 10. Disposition of Materials: Any and all unused construction materials shall be disposed of by the General Contractor in the same manner as waste or unwanted material, except as may Y otherwise be directed by Landlord. General Contractor shall not use the Building trash compactor. The placement of a container or vehicle in which to empty trash must be scheduled through the management office. The General Contractor is responsible for keeping the area around the trash container clean at all times. 11. Clean-up: The General Contractor shall at all times on a day-to-day basis keep the Work Area and other areas of the Building or site free from accumulations of waste material, debris or rubbish caused by or incidental to the Work. Upon completion of the Work, the General Contractor shall promptly remove from the Work Area, the Building and the site, all tools, scaffolding, surplus materials, trash and debris, and shall leave the site, the Building and Work Area "broom clean". Any debris, rubbish, materials or equipment left outside the Work Area or {28973049;4} 27 267206/7lrAM PA left anywhere on the Premises, shall be disposed of by Landlord, and the General Contractor shall be responsible for promptly reimbursing Landlord for the cost thereof. 12. Working Hours: The General Contractor understands that the work will be done in a building that is occupied and that the safety, comfort and quiet enjoyment of the tenants in the Building is the highest priority. As such, certain operations must be performed outside the hours of 8:00 a.m. to 6:00 p.m. Monday through Friday to prevent the disturbance or interruption of normal business operations. These operations include, but are not limited to: A. Drilling or cutting of the concrete floor slab; B. Drilling or cutting of any concrete structural member; C. Sanding, chiseling or leveling of the concrete structure; D. Delivery of drywall or large quantities of building materials; E. Nailing carpet tack strip; F. Testing the Fire Alarm System; and G. Any work which generates noise or vibration which may be disruptive to building occupants. The General Contractor must obtain prior approval from Landlord to perform work after normal building hours of operation. The General Contractor and subcontractors will be required to show identification to security and sign-in prior to admittance into the Building after hours. 13. Workman Conduct: No loud or abusive language or actions or the playing of music which can be heard outside the Work Area will be tolerated. It will be the responsibility of the General Contractor to enforce this regulation on a day-to-day basis and/or in response to specific complaints from other tenants or from Landlord. 14. Electrical Panel Changes: All additional electrical circuits added to or removed from existing electrical panels or any new circuits added to new electrical panels must be appropriately marked as to the area and/or equipment serviced by the circuit(s) in question as provided for in specifications. All electrical panels which have covers removed for any reason (e.g., so as to allow the addition of new circuits) or any new electrical panels which are installed shall be left at the end of each day with all panel covers properly in place and all panel doors securely closed. Under no circumstances will power serving other tenants' Premises or other areas of the Building be shut off without the specific advance approval of Landlord. All electrical work will require as-built drawings to be submitted to the management office upon completion of work. The Electrical Contractor must have one or more licensed electrician on the job at all times during construction. 15. Special Elevator Services: Any work or repair which necessitates or involves the following must be scheduled in advance with Landlord: A. Access to the top of an elevator cab; B. Utilization of an elevator cab to perform special services; and C. Work on or in any elevator cab servicing the Building. {28973049;4} 28 267206/71TAMPA Sufficient notice regarding such proposed activities should be given so as to allow Landlord to arrange with the Building's elevator installer or service contractor to provide personnel to perform or supervise such activities. Under no circumstances should the General Contractor permit its personnel to utilize the elevator facilities for any purpose other than the approved transport of materials and/or personnel. Tenant and/or the General Contractor will be responsible for any extra costs incurred by the Landlord resulting from or in connection with such use of the Building's elevators by the General Contractor(or its employees or subcontractors). 16. Welding/Cutting Torch Use: No welding or cutting torch is to be used in the Building without the prior approval of Landlord. If such approval is granted by Landlord, the General Contractor must have a fire extinguisher present in the Work Area at all times when the equipment is being used. Additionally, the General Contractor must perform any such work after-hours because of the fumes which may be associated with such welding/cutting torch usage. 17. Spraying of Varnishes/Lacquer in the Building: No varnishes/lacquers are to be sprayed in the Building without the prior approval of the Landlord. Because of their combustible nature, this type of work should normally be done off-site. Anyone found spraying these compounds in or around the Building without the approval of the Landlord will be required to cease such work. 18. Draining of Sprinkler Lines: Any work which will involve the draining of a sprinkler line or otherwise affect the Building's sprinkler system must be approved in advance by Landlord. In all instances where this is done, the system may not be left inoperable overnight. De-energizing of the fire pump related to drainage of the sprinkler lines will be done only by Landlord's personnel. 19. Deliveries: All deliveries and/or pick-ups by the General Contractor or its vendors must be made through the Building loading dock and freight entrance or as otherwise specifically provided by Landlord. All delivery vehicles are governed by a one (1)hour parking limitation. Deliveries of drywall and other oversized material must be scheduled for delivery on weekends through the management office. 20. Parking: Landlord does not provide parking for the General Contractor or subcontractors. Neither Landlord nor the parking garage operator(if different from Landlord) will not be responsible for damages or thefts to any vehicles parked in the parking garage or loading dock. 21. Posting of Rules and Regulations: A copy of these rules and regulations, acknowledged and accepted by the General Contractor, must be posted on the Job Site in a location clearly visible to all workers. It is the General Contractor's responsibility to instruct its employees and all subcontractors to familiarize themselves with these rules and to enforce compliance with these rules at all times. {28973049;4} 29 267206/7rrAM PA 22. Life Safety ystem: The General Contractor shall be held responsible for maintaining the integrity of the Building's life safety system in areas under its construction supervision and within its control. Should a General Contractor's Work, including welding, the use of a cutting torch, or any other activity, interfere with the fire alarm system wiring or otherwise trigger or affect the fire alarm system, the General Contractor must contact Landlord prior to commencing such activity. The General Contractor shall take any and all reasonable steps to prevent accidental triggering of the fire and smoke detection devices within or adjacent to the Work Area. Such steps shall not include disconnecting any such devices, but rather shall involve the installation of dust barriers around smoke detectors, etc. All stairwell doors will remain closed at all times. In the event Landlord receives a charge from any governmental or quasi- governmental agency related to the connection, disconnection, testing or use of any Life Safety System by General Contractor or Tenant, Tenant and/or General Contractor shall be responsible for paying the same to Landlord within 10 days after written demand therefore. 23. Light Bulbs and Ballasts: The General Contractor is responsible for ensuring that all light fixtures in the Work Area are working properly and are fully lit upon job completion. This includes replacement of bulbs and ballasts as required in light fixtures that are replaced, added or repositioned. 24. Providing of Licenses: General Contractor will supply to the management office a copy of the General Contractor's License, Certificate of Insurance, and a Letter of Competency. All subcontractors must supply the same information to the management office. 25. Access: The General Contractor will be required to sign for a key for access to its work areas from the management office on a daily basis. The General Contractor will open all necessary areas for its personnel to work and will secure all areas every evening. 26. Non-Compliance: Non-compliance with these regulations will result in the possible barring of the General Contractor from current or future activities in the Building. Any costs incurred by Landlord in cleaning the Building or Work Area or repairing damage resulting from the General Contractor's activities (including the activities of any of the General Contractor's employees or subcontractors) will be billed to the General Contractor or set off against future payments to the General Contractor. t28973049;4) 30 267206/7lrAM PA EXHIBIT C INITIAL PLAN [PLEASE ATTACH] {28973049;4} 31 267206/7/TAMPA EXHIBIT "D" RULES & REGULATIONS The following rules and regulations have been formulated for the safety and well-being of all tenants of the Building. Strict adherence to these rules and regulations is necessary to guarantee that each and every tenant will enjoy comfortable occupancy in the Building. If you have any questions regarding these rules and regulations, please call the Management Office. 1. HOURS OF OPERATIONS Normal hours of operation for the Building are as follows: _:00 a.m. to _:00 p.m., Monday through Friday, and_:00 a.m. to_:00 p.m. on Saturday. 2. LITTERING/LOITERING No littering or loitering. 3. SIDEWALKS, ETC. The sidewalks and public portions of the Building such as entrances, passages, courts, elevators, vestibules, stairways, parking garage, corridors or halls, shall not be obstructed or encumbered by Tenant or used for any purposes other than ingress and egress to and from the Premises. Landlord shall have the right to control and operate the public portions of the Building and the facilities furnished for the common use of the Building in such manner as Landlord reasonably deems best for the benefit of the Building's tenants generally. 4. USE OF PREMISES Landlord shall not permit the preparation of food for sale on the Premises nor use the facilities for the preparation of food for sale without its prior written consent. Tenant shall not use the Premises for housing, lodging, sleeping nor any immoral or illegal purpose. 5. CONSUMPTION OF FOOD OR BEVERAGE Tenant, its employees or visitors shall not be permitted to consume food or beverages in the common area. Tenant shall not cook, otherwise prepare or sell any food or beverages in or from the Premises or use the Premises for housing accommodations or lodging or sleeping purposes except that Tenant may install and maintain vending machines, coffee/beverage stations and food warming equipment and eating facilities for the benefit of its employees or guests, provide the same are maintained in compliance with applicable laws and regulations and do not disturb other tenants in the Building with odor, refuse or pests. {28973049;4} 32 267206171TAMPA 6. SMOKING Smoking is not permitted in any area of the Building. This includes the tenant's premise, bathrooms, hallways, stairwells, and the Building's lobby. 7. BICYCLES/PETS No bicycles, vehicles, wagons, carts, animals, birds or pets of any kind shall be brought into or be kept in or about the Premises. With the exemption of an eye seeing dog specifically trained to aid the vision impaired and accompanied by its master. 8. VISITORS/GUESTS Landlord reserves the right to exclude from the Building at all times any person who does not properly identify himself to the Building management. Landlord, may at its option, require all persons admitted to or leaving the Building to register. Tenant shall be responsible for all persons for whom he authorizes entry into or exit out of the Building and shall be liable to Landlord for all acts of such persons, except to the extent covered or required to be covered by insurance carried, or required to be carried, by Landlord or Tenant. 9. VENDORS Tenant shall not purchase spring water, ice, coffee, soft drinks, towels or other services from any company or persons whose repeated violations of Building regulations have caused, in Landlord's reasonable opinion, a hazard or nuisance to the Building and/or its occupants. 10. CONTRACTORS/WORKERS All contractor and/or technicians performing work for the Tenant within the Premises, Building, or parking facilities, shall be referred to Landlord for approval before performing such work. This rule shall apply to all work including, but not limited to, installation of telephones, telegraph e ui ment electrical devices and attachments and all installations affecting floors, walls, windows, doors, ceilings, equipment or any other physical feature of the Building, the Premises or the parking facilities. None of this work shall be done by Tenant without Landlord's prior written approval. 11. JANITORIAL SERVICE Tenant shall employ their own janitors subject to the prior written consent of Landlord; when so employed, such janitors shall be subject to the regulations and control of Landlord (but not as agent or servant of Landlord). Janitorial service will not be provided with respect to the Premises. {28973049;4) 33 267206/7/TAMPA 12. SERVANTS Any person employed by Tenant to do janitorial work within the Premises must obtain Landlord's consent, and such person shall, while in the Building and outside of said Premises, comply with all reasonable instructions issued by Building management. 13. RECYCLING Recycling is one of the easiest ways to conserve resources and reduce pollution. All cardboard boxes need to be flattened and properly labeled "Trash" so that the janitorial company may dispose of it properly. 14. SIGNAGE Tenant shall not affix any device, sign or other fixture to the outside of the Building or any window, door or hallway without the prior written consent of the Landlord. Tenant shall not use the name or marks of Mount Sinai Medical Center for any purpose other than Tenant's business address; Tenant shall not use the name of the Building or the name or marks of Mount Sinai Medical Center for Tenant's business address after Tenant vacates the Premises; nor shall Tenant use any picture or likeness of the Building in any circulars, notices, advertisements or correspondence. Tenant shall not represent itself as being associated with Mount Sinai Medical Center or its affiliates. 15. WINDOW TREATMENT No curtains, blinds, shades, louvered opening or screens shall be attached to or hung in or used in connection with any window or door of the Premises without the prior written consent of the Landlord. If approved, such items must be of a quality, type, design and color, and attached in a manner approved by Landlord. Tenant shall not place anything or allow anything to be placed near the glass of any window, door, partition, or wall which may appear unsightly, in Landlord's sole discretion, from the outside of the Premises. No sunscreen or other films shall be applied to the interior surface of any window glass. 16. UTILITIES Tenant shall not waste electricity, water or air-conditioning and shall cooperate fully with Landlord to assure the most effective and efficient operation of the Building's heating and air-conditioning systems. 17. PLUMBING {28973049;4} 34 267206/7rrAMPA The water and wash-closets and other plumbing fixtures shall not be used for any purpose other than those for which they were constructed, and no sweepings, rubbish, rags or other substances shall be thrown therein. All damages resulting from any misuse of the fixtures by Tenant's servants, employees, agents, visitors, or licensees, shall be borne by Tenant. 18. HAZARDOUS SUBSTANCES Neither Tenant, nor any of Tenant's agents, employees, contractors, licensees or invitees, shall at any time put up or operate fans or electrical heaters or bring or keep upon the Premises inflammable, combustible or explosive fluids, or chemical substances other than reasonable amounts of cleaning fluids or solvents required in the normal operation of Tenant's business offices. No offensive gases or liquids shall be permitted. 19. CARTS There shall not be used in any space or in the public halls of the Building, either by Tenant or by its jobbers or others in the delivery or receipt of merchandise, any hand trucks except those equipped with rubber tires and side guards. No hand trucks, mail carts or mailbags shall be used in passenger elevators. 20. EQUIPMENT/RISERS Tenant shall not in sta ll any ante nn ae o r aerial wires, or radio or television equipment, or any other type of equipment, inside or outside of the Building, without Landlord's prior approval in writing and upon such terms and conditions as may be specified by Landlord in each and every instance. 21. SHOWCASES/WALLS No showcases or other articles hall be put in front of or affixed to any part of the exterior of the Building, nor placed in the halls, corridors or vestibules without prior written consent of Landlord. No Tenant shall mark, paint, drill into, or in any way deface any part of the Premises or the Building of which they form a part. No boring, cutting, or stringing of wires shall be permitted, except with the prior written consent of the Landlord and as it may direct. 22. NUISANCES Tenant shall not construct, maintain, use or operate within the Premises or elsewhere within or on the outside of the Building, any electrical device, wiring or apparatus in connection with a loud speaker system other than an office loud speaker system with speakers solely within the Premises, and the sound from which does not disturb other tenants. (28973049;4) 35 26720617/rAMPA 1 No tenant shall make, or permit to be made, any unseemly or disturbing noises or disturb or interfere with occupants of this or neighboring Buildings or Premises or those having business with them, whether by the use of any musical instrument, radio, talking machine, musical noise, whistling, singing, or ill any other way. No tenant shall throw anything out of the doors, windows, or skylights, or down the passageways. No tenant shall cause or permit any unusual or objectionable odors to be produced upon or permeate from the Premises. To the extent permitted by law, Tenant shall not cause or permit picketing or other activity which would interfere with the business of Landlord or any other tenant or occupant of the Building, or distribution of written materials involving its employees in or about the Building, except in those locations and subject to time and other limitations as to which Landlord may give prior written consent. 23. SOLICITATION Room-to-room canvasses to solicit business from other tenants of the Building are not permitted; Tenant shall not advertise the business, profession or activities of Tenant conducted in the Building in any manner which violates any code of ethics by any recognized association or organization pertaining to such business, profession or activities. 24. REMOVAL OF PROPERTY FROM PREMISES All moves in or out of the Premises or the carrying in or out of any safes, freight, furniture or bulky matter of any description must take place during the hours which Landlord may determine from time-to-time. Only the Building freight elevators shall be used for such purposes. Tenant will insure that the movers take necessary measures required by Landlord to protect the Building (e.g. windows, carpets, walls, doors and elevator cabs) from damage. Landlord reserves the right to inspect all freight to be brought into the Building and to exclude from the Building all freight which may violate any of these rules and regulations or the lease in which these rules and regulations are a part. 25. LOCKS Except for any secured areas of the Premises, additional locks or bolts of any kind shall not be placed upon any of the doors or windows by Tenant, nor shall any changes be made in existing locks or the mechanism thereof without Landlord's consent. Except on single-tenant floors, the doors leading to the corridors or main halls (if any such doors exist) shall be kept closed during Normal Business hours except as they may be used for ingress or egress. Tenant shall, upon the termination of this Lease, return to Landlord all keys of stores, offices, storage and toilet rooms either furnished to, or otherwise procured by Tenant, and in the event of the loss of any keys so furnished, Tenant shall pay to Landlord the cost to re-key the locks operated by those keys. {28973049;4} 36 267206/7/TAMPA 26. LOST OR STOLEN PROPERTY i Landlord will not be responsible for any lost or stolen personal property, equipment, money or jewelry from Tenant's Premises, public rooms or vehicles regardless of whether or not such loss occurs when the area is locked against entry. Tenant assumes full responsibility of protecting the Premises from theft, robbery and pilferage; the Indemnitees shall not be liable for damage thereto or theft or misappropriation thereof. Except during Tenant's normal business hours, Tenant shall keep all doors to the Premises locked and other means of entry to the Premises closed and secured. All corridor doors shall remain closed at all times. If Tenant desires telegraphic, telephones, burglar alarms or other electronic mechanical devices, the Landlord will, upon request direct where and how connections and all wiring for such services shall be installed and no boring, cutting or installing of wires or cables is permitted without Landlord's approval. 27. WORD REQUEST Except with the prior a pp roval of Landlord, all cleaning, repairing,janitorial, decorating, painting or other services and work in and about the Premises shall be done only by authorized building personnel. The requirements of Tenant will be attended to only upon application at the management office of the Building. Building employees shall not perform any work or do anything outside of their regular duties, unless under special instructions from the management office. 28. WEIGHT BEARING ITEMS/FLOOR LOADS The weight, size and location of safes, furniture, equipment, machines and other large or bulky articles shall be subject to Landlord's approval and shall be brought to the Building and into and out of the Premises at such times and in such manner as the Landlord shall direct and at Tenant's sole risk and cost. Prior to Tenant's removal of any of such articles from the Building, Tenant shall obtain written authorization of the Office of the Building and shall present such authorization to a designated employee of Landlord. 29. ELECTRICAL OVERLOAD Tenant shall not overload the safe capacity of the electrical writing of the Building and the Premises or exceed the capacity of the feeders to the Building or risers. 30. LANDLORD'S RIGHTS FOR REPAIRS It is understood and agreed that Landlord has the undisputed right to temporarily discontinue water, electric, air conditioning, elevator, or any other service necessary for the proper maintenance, repair, or improvement of the Building. (28973049;4) 37 267206/7/TAMPA 31. PASS KEY The Landlord may retain a pass key to the leased Premises, and be allowed admittance thereto at all times to enable its representatives to examine the said Premises for purposes of Building maintenance requirements. 32. BUILDING SAFETY PROCEDURES Tenant shall comply with all safety, fire protection and evacuation procedures and regulations established by Landlord or any governmental agency and shall cooperate and participate in all reasonable security and safety programs affecting the Building. Landlord reserves the.right to modify or delete any of the foregoing rules and regulations and to make such other reasonable rules and regulations within its judgment as may from time-to-time be needed for the safety, care and cleanliness of the Premises, the Building, and Landlord's property and for the preservation of good order therein. Landlord shall not be responsible to any tenant for the nonobservance, or violation, of any of these rules and regulations by other tenants. In the event of any inconsistency between the Lease with Tenant and the Rules and Regulations herein, the terms of the Lease shall control. {28973049;4} 38 267206/7lrAM PA