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Official Lease Agreement with Beach Tower, LLC Ego 2°/"2B1 OFFICE LEASE AGREEMENT BY AND BETWEEN BEACH TOWER,LLC (as Landlord) AND THE CITY OF MIAMI BEACH,A FLORIDA MUNICIPAL CORPORATION (as Tenant) 1688 Meridian Avenue Miami Beach,Florida 33139 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 ARTICLE II PREMISES 3 ARTICLE III TERM 3 ARTICLE IV BASE RENT 4 ARTICLE V INCREASES IN OPERATING CHARGES AND REAL PROPERTY TAXES 5 ARTICLE VI USE OF PREMISES 8 ARTICLE VII ASSIGNMENT AND SUBLETTING 9 ARTICLE VIII MAINTENANCE AND REPAIRS 11 ARTICLE IX ALTERATIONS 11 ARTICLE X SIGNS 12 ARTICLE XI SECURITY DEPOSIT 13 ARTICLE XII INSPECTION 13 ARTICLE XIII INSURANCE 13 ARTICLE XIV SERVICES AND UTILITIES 14 ARTICLE XV INDEMNIFICATION AND LIABILITY OF LANDLORD 15 ARTICLE XVI RULES 16 ARTICLE XVII DAMAGE OR DESTRUCTION 16 ARTICLE VIII CONDEMNATION 17 ARTICLE XIX DEFAULT 17 ARTICLE XX BANKRUPTCY 19 ARTICLE XXI SUBORDINATION 19 ARTICLE XXII HOLDING OVER 20 ARTICLE XXIII COVENANTS OF LANDLORD 20 ARTICLE XXIV PARKING 21 ARTICLE XXV GENERAL PROVISIONS 21 ARTICLE XXVI INTENTIONALLY DELETED . 24 ARTICLE XXVII REIT REPRESENTATION .25 ARTICLE XXVIII PATRIOT ACT .. 25 EXHIBIT A-Plan Showing Premises EXHIBIT B—Landlord's Work EXHIBIT C -Rules EXHIBIT D-Certificate Affirming Rent Commencement Date EXHIBIT E-Land Description EXHIBIT F - Existing Exclusives and Restrictions Page 2 of 40 OFFICE LEASE AGREEMENT THIS OFFICE LEASE AGREEMENT (this "Lease") is dated as of the day of , 2016, by and between BEACH TOWER, LLC, a Delaware limited liability company ("Landlord"), and The City of Miami Beach, a Florida municipal corporation ("Tenant"). ARTICLE I DEFINITIONS 1.1 Building: a ten(10) story building, commonly known as 1688 Meridian, located at 1688 Meridian Avenue, Miami Beach, Florida 33139 together with certain real property under, surrounding, and serving the Building (the "Land") owned by Landlord (collectively, the "Building"), and all common areas,parking and other improvements thereon owned by Landlord. 1.2 Premises: an "agreed upon" three thousand three hundred forty nine (3,349) square feet of rentable area located on the eighth (8th) floor of the Building, as more particularly designated on Exhibit A. Landlord and Tenant agree that the Premises shall be designated as "Suite#801. 1.3 Lease Term: sixty(60) full calendar months following the Rent Commencement Date. 1.4 Anticipated Occupancy Date: May 23, 2016,conditioned upon the existing tenant vacating the Premises and subject to and as more particularly set forth in Article III. 1.5 Base Rent: Eight Thousand Three Hundred Fifty Eight and 55/100($8,358.55)per month,plus applicable sales tax,unless to the extent Tenant qualified for exemption therefrom subject to and as more particularly set forth in Article IV. 1.6 Base Rent Annual Escalation Percentage: Three percent(3%)per annum, subject to and as more particularly set forth in Article IV. 1.7 Prepaid Rent: Eleven Thousand Nine Hundred Ninety Seven and 80/100($11,997.80), subject to and as more particularly set forth in Article IV. 1.8 Initial Estimated Monthly Operating Charges: estimated to be Three Thousand Six Hundred Thirty Nine and 25/100ths Dollars ($3,639.25) per month, plus applicable sales tax, unless and to the extent Tenant qualifies for exemption therefrom subject to and as more particularly set forth in Article V. 1.9 Security Deposit Amount: $0.00, subject to and as more particularly set forth in Article XI. 1.10 Broker(s): Terranova Corporation,representing the Landlord. 1.11 Tenant Notice Address: Attn: Mr. Mark Milisits, Asset Manager, Department of Real Estate, 1755 Meridian Ave., Suite 300, Miami Beach, FL 33139 until the Anticipated Occupancy Date and after the Rent Commencement Date, as hereinafter defined, at the Premises with an additional copy sent to: City of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139, Attention: City Manager. 1.12 Landlord Notice Address: c/o Terranova Corporation, 801 Arthur Godfrey Road, Suite 600, Miami Beach,Florida 33140. 1.13 Building Hours: 8:00 am to 6:00 pm on Monday through Friday (excluding legal public holidays) and 9:00 am to 1:00 pm on Saturday(excluding legal public holidays) and such other hours, if any, as Landlord from time to time determines. Tenant's employees that have been programmed in the Building's biometrics system shall have access to the Building 24 hours per day, 365 days a year(except in the event of an emergency). 1.14 Guarantor(s): N/A. 1.15 Tenant Improvement Allowance: Sixty-Six Thousand Nine Hundred Eighty and 00/100ths Dollars ($66,980.00), subject to and as more particularly set forth in Article 9.4. 1.16 Options to Renew: Two (2) options of three (3) years each, subject to and as more particularly set forth in Article XXIX. Page 3 of 40 1.17 Right of First Offer: on space on the 8`'' floor of the Building, subject to and as more particularly set forth in Article XXX. 1.18 Tenant's Work: as more particularly set forth in Exhibit B. ARTICLE II PREMISES 2.1 Tenant leases the Premises from Landlord for the term and upon the conditions and covenants set forth in this Lease. Tenant will have the non-exclusive right to use the common and public areas of the Building however, such areas shall at all times be subject to the exclusive control and management of Landlord. Except as may otherwise be expressly provided in this Lease, the lease of the Premises does not include the right to use the roof, mechanical rooms, electrical closets, janitorial closets, telephone rooms,parking areas or other non-common or non-public areas of the Building. 2.2 Landlord shall have the right to change the location and configuration of the Premises provided that: (a) Landlord shall provide Tenant with substitute space of similar nature and size elsewhere in the Building(the "Substitute Premises"); and(b)if Tenant has commenced beneficial use of the Premises,then(1) Landlord shall provide Tenant not less than sixty(60)days'advance written notice of the date Tenant must vacate the Premises, and (2) Landlord shall at Landlord's expense (A) remove Tenant's equipment and furniture from the Premises and reinstall those items in the Substitute Premises, and(B) build out and redecorate the Substitute Premises in a manner substantially similar to the manner in which the Premises were decorated. Within ten (10) days after the date Landlord submits an amendment of this Lease indicating the location and configuration of the Substitute Premises and reasonable revisions (if necessary) to the schedule specified in Exhibit A (if any), Tenant shall execute such amendment. Provided, however, that if Landlord exercises it election to remove and relocate the Tenant to the Substitute Space which is at that time leasing out at a higher rate of Base Rent, then Tenant shall not be required to pay the difference between the Base Rent of the Premises and the higher Base Rent of the Substitute Space. If Tenant is removed and relocated to the Substitute Space which is then leasing at a Base Rent less than the Base Rent then being charged for the Premises at that time, Tenant's Base Rent shall be reduced to the Base Rent then being charged for the Substitute Space. The Base Rent for the balance of the Lease Term shall be adjusted to correspond with the new square footage of the Substitute Space. All other charges based upon the square footage of the Substitute Space shall likewise be adjusted proportionately. ARTICLE III TERM 3.1 All of the provisions of this Lease shall be in full force and effect from and after the date first above written. The Term shall commence on the Rent Commencement Date specified herein, continuing for the period specified in Section 1.3. If the Rent Commencement Date is not the first day of a month, then the Term shall be the period set forth in Section 1.3 plus the partial month in which the Rent Commencement Date occurs. The Term shall also include any permitted renewal or extension of the term of this Lease. The "Rent Commencement Date" shall be ninety(90)days after the date that Landlord tenders possession of the Premises to Tenant, by delivering the keys to the Tenant simultaneously with Tenant's execution of this Lease(the"Delivery Date"). Tenant shall be deemed to have commenced beneficial use of the Premises when Tenant begins to move furniture, furnishings, inventory, equipment or trade fixtures into the Premises. Notwithstanding the foregoing, Tenant shall not have any right to commence beneficial use of the Premises unless the same are vacant and delivered to Tenant by Landlord and during any period Tenant is in breach of any of its obligations under this Lease. Promptly after the Rent Commencement Date is ascertained, Landlord and Tenant shall execute the certificate confirming the Rent Commencement Date attached to this Lease as Exhibit D and if Tenant fails to execute such certificate with five (5) business days of Landlord's tender thereof to Tenant (or else timely provide Landlord with its written objection thereto), then in such event the date set forth in the certificate tendered by Landlord to Tenant shall conclusively be deemed correct, and shall establish the Rent Commencement Date hereunder. 3.2 If there is a tenant occupying the Premises prior to Tenant accepting possession, or any personalty located in the Premises, Tenant acknowledges and understands that Landlord does not warrant that any items in the Premises on the date of Tenant's inspection(s) prior to the execution of the Lease will be in the Premises on the date Tenant executes the Lease and/or takes possession of the Premises except those fixtures specifically listed in the Lease. Page 4 of 40 In the event that Landlord is unable to deliver possession of the Premises to Tenant on or before the Anticipated Delivery Date, then Landlord agrees to deliver possession of the Premises to Tenant as soon as practicable thereafter, and the Minimum Base Rent shall be abated proportionately and Tenant will be relieved of the liability for paying same during such time Tenant does not have possession. In no event shall Tenant have any claim for damages (except for the abatement of rent as specified) on account of the failure of Landlord to deliver possession of the Premises and Tenant hereby waives and releases Landlord and Landlord shall not have any liability whatsoever, and this Lease shall not be rendered void or voidable, as a result thereof. 3.3 "Lease Year" shall mean a period of twelve (12) consecutive months commencing on the Rent Commencement Date, and each successive twelve(12)month period thereafter; provided,however, that if the Rent Commencement Date is not the first day of a month, then the second Lease Year shall commence on the first day of the month in which the first anniversary of the Rent Commencement Date occurs. 3.4 Intentionally Deleted. ARTICLE IV BASE RENT 4.1 From and after the Rent Commencement Date, Tenant shall pay the Base Rent in equal monthly installments in advance on the first day of each month during a Lease Year. On the first day of the second and each succeeding Lease Year the Base Rent in effect shall be increased by an amount equal to the product of the Rent Annual Escalation Percentage (as defined in Section 1.6), multiplied by the Base Rent payable during the immediately preceding Lease Year, calculated on a per square foot basis and without regard to any rental abatement, allowance or other concession granted by Landlord during such Lease Year. 4.2 Within thirty (30) days of execution of this Lease, Tenant shall pay an amount equal to one (1) monthly installment of the Base Rent and one (1) monthly installment of estimated Operating Expenses, plus applicable sales tax, unless and to the extent Tenant qualifies for exemption therefrom, payable during the first Lease Year ("Prepaid Rent"), which amount shall be credited toward the monthly installment of the Rent payable for the first full calendar month of the Lease Term. If the Rent Commencement Date is not the first day of a month, then the Base Rent and the estimated monthly Operating Expenses from the Rent Commencement Date until the first day of the'following month shall be prorated on a per diem basis at the rate of one-thirtieth (1/30th) of the monthly installment of the Base Rent plus estimated monthly Operating Expenses payable during the first Lease Year, and Tenant shall pay such prorated installment of the Base Rent plus estimated monthly Operating Expenses on the Rent Commencement Date. 4.3 All sums payable by Tenant under this Lease, whether or not stated to be Base Rent, Additional Rent or otherwise (collectively, "Rent"), shall be paid as rent to Landlord in legal tender of the United States, without setoff, deduction or demand, at the Landlord Notice Address, or to such other party or such other address as Landlord may designate in writing. Landlord's acceptance of rent after it shall have become due and payable shall not excuse a delay upon such or any subsequent occasion or constitute a waiver of any of Landlord's rights hereunder. If any sum payable by Tenant under this Lease is paid by check which is returned due to insufficient funds, stop payment order, or otherwise, then: (a) such event shall constitute an Event of Default hereunder as of the date when such sum was due; and (b) in addition to all other rights and remedies of Landlord hereunder, Landlord shall be entitled(i) to impose a returned check charge of Forty Dollars ($40.00) to cover Landlord's administrative expenses and overhead for processing, and (ii) to require that all future payments be remitted by wire transfer, money order, or cashier's certified check. 4.4 Landlord and Tenant agree that no rental or other payment for the use or occupancy of the Premises is or shall be based in whole or in part on the net income or profits derived by any person or entity from the Building or the Premises. Tenant further agrees that it will not enter into any sublease, license, concession or other agreement for any use or occupancy of the Premises which provides for a rental or other payment for such use or occupancy based in whole or in part on the net income or profits derived by any person or entity from the Premises so leased, used or occupied. Nothing in the foregoing sentence, however, shall be construed as permitting or constituting Landlord's approval of any sublease, license, concession, or other use or occupancy agreement not otherwise approved by Landlord in accordance with the provisions of Article VII. ARTICLE V OPERATING CHARGES AND PROPERTY TAXES 5.1 As Additional Rent, Tenant shall pay to Landlord during the Term hereof, in addition to the Base Rent, Tenant's Share of all Operating Expenses, plus applicable sales tax, unless and to the extent Page 5 of 40 Tenant qualifies for exemption therefrom. If less than 95% of the rentable square feet in the Building is occupied by tenants or Landlord is not supplying services to 95% of the rentable square feet of the Building at any time during any calendar year, Operating Expenses for such calendar year shall be an amount equal to the Operating Expenses which would normally be expected to be incurred had 95% of the Building's rentable square feet been occupied and had Landlord been supplying services to 95%of the Building's rentable square feet throughout such calendar year (hereinafter the "Grossed Up Operating Expenses"). Tenant's Share of Operating Expenses shall be determined in accordance with the following provisions: (a) "Tenant's Share" is defined as the percentage determined by dividing the number of rentable square feet in the Premises by the total number of rentable square feet in the Building and multiplying the resulting quotient by one hundred (100). In the event that the number of rentable square feet in the Building or the Premises changes, Tenant's Share shall be adjusted in the year the change occurs, and Tenant's Share for such year shall be determined on the basis of the days during such year that each Tenant's Share was in effect. (b) "Operating Expenses" shall include all costs, expenses and fees incurred by Landlord in connection with or attributable to the Building and Land including but not limited to, the following items: (i) all costs, expenses and fees associated with or attributable to the ownership, management, operation, repair, maintenance, improvement, alteration and replacement of the Building, or any part thereof, including but not limited to, the following: (A) all surfaces, coverings, decorative items, carpets, drapes, window coverings,common parking areas, loading and unloading areas,trash areas, roadways, sidewalks, stairways, walls, structural elements, landscaped areas, striping, bumpers, irrigation systems, lighting facilities, building exteriors and roofs, fences and gates; (B) all heating, ventilating and air conditioning equipment ("HVAC"), plumbing, mechanical, electrical systems, life safety systems and equipment, telecommunication equipment, elevators, escalators, tenant directories, fire detection systems including sprinkler system maintenance and repair; (ii) the cost of trash disposal, janitorial services and security services and systems; (iii) the cost of all insurance purchased by Landlord and enumerated in this Lease, including any deductibles; (iv)the cost of water, sewer, gas, electricity, and other utilities available at the Building and paid by Landlord; (v) the cost of labor, salaries and applicable fringe benefits incurred by Landlord directly attributable to the operation of the Building; (vi) the cost of materials, supplies and tools used in managing, maintaining and/or cleaning the Building; (vii) the cost of accounting fees, management fees, legal fees and consulting fees attributable to the ownership, operation, management, maintenance and repair of the Building plus the cost of any space occupied by the property manager and leasing agent (if Landlord is the property manager, Landlord shall be entitled to receive a fair market management fee); (viii) the cost of operating, replacing, modifying and/or adding improvements or equipment mandated by any law, statute, regulation or directive of any governmental agency and any repairs or removals necessitated thereby (including, but not limited to, the cost of complying with the Americans With Disabilities Act and regulations of the Occupational Safety and Health Administration); (ix) payments made by Landlord under any easement, license, operating agreement, declaration, restrictive covenant, or instrument pertaining to the payment or sharing of costs among property owners; (x) any business property taxes or personal property taxes imposed upon the fixtures, machinery, equipment, furniture and personal property used in connection with the operation of the Building; (xi)the cost of all business licenses, any gross receipt taxes based on rental income or other payments received by Landlord, commercial rental taxes or any similar taxes or fees; (xii) transportation taxes, fees or assessments, including but not limited to, mass transportation fees, metrorail fees, trip fees, regional and transportation district fees, (xiii) all costs and expenses associated with or related to the implementation by Landlord of any transportation demand management program or similar program; (xiv) fees assessed by any air quality management district or other governmental or quasi-governmental entity regulating pollution; (xv) Real Property Taxes, as defined in Section 5.3 below; and (xvi) the cost of any other service provided by Landlord or any cost that is elsewhere stated in this Lease to be an "Operating Expense." (c) Exclusions from Operating Expenses. Notwithstanding anything to the contrary in the definition of"Operating Expenses," Operating Expenses shall not include: (i) Ground lease rental payments; (ii) Costs incurred by Landlord for the repair of damage to the Building,to the extent that Landlord is reimbursed by insurance proceeds; (iii) Costs, including permit, license and inspection costs, incurred with respect to the installation of tenant improvements made for tenants or other occupants in the Building or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space for tenants or other occupants of the Building; Page 6 of 40 (iv) Marketing costs including leasing commissions, attorneys' fees in connection with the negotiation and preparation of letters, deal memos, letters of intent, leases, subleases and/or assignments, space planning costs, and other costs and expenses incurred in connection with lease, sublease and/or assignment negotiations and transactions or the enforcement of the terms of any leases or subleases with present or prospective tenants or other occupants of the Building; (v) Expenses in connection with services or other benefits which are not offered to Tenant or for which Tenant is charged for directly but which are provided to another tenant or occupant of the Building; (vi) Overhead and profit increment paid to Landlord or to subsidiaries or affiliates of Landlord for goods and/or services in the Building to the extent the same exceeds the costs of such goods and/or services rendered by unaffiliated third parties on a competitive basis; (vii) Interest, principal, points and fees on debts or amortization on any mortgage or mortgages or any other debt instrument encumbering the Building; (viii) Landlord's general corporate overhead and general and administrative expenses; (ix) Any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord; (x) Advertising and promotional expenditures, and costs of signs in or on the building identifying the owner of the Building or other tenants' signs, other than directional signs, the building directory and maintenance of the Building's monument sign; (xi) Property management fees in excess of the rates then customarily charged for building management by property managers with equal or better qualifications for buildings of like class and character; (xii) Wages, cost, and salaries associated with home office, off-site employees of Landlord and wages, cost and salaries attributable to persons above the level of"General Manager"; and (xiii) Tax penalties incurred as a result of Landlord's negligence, inability or unwillingness to make payments and/or to file any income tax or informational returns when due. (d) Operating Expenses shall not include any expenses paid by any tenant directly to third parties, or as to which Landlord is otherwise reimbursed by any third party or by insurance proceeds. (e) If the cost incurred in making an improvement or replacing any equipment is not fully deductible as an expense in the year incurred, the cost shall be amortized over the useful life of the improvement or equipment, as reasonably determined by Landlord, together with an interest factor on the unamortized cost of ten percent(10%)per annum. (f J Tenant's Share of Operating Expenses shall be payable by Tenant within ten (10) days after a reasonably detailed statement of actual expenses is presented to Tenant by Landlord. At Landlord's option, however, Landlord may, from time to time, estimate what Tenant's Share of Operating Expenses will be, and the same shall be payable by Tenant monthly during each year of the Lease Term, on the same day as the Rent is due hereunder. Landlord shall have the right to adjust the contribution set forth herein, based on its budget, which adjustments shall be limited to no more than two (2) times per Lease Year. In the event that Tenant pays Landlord's estimate of Tenant's Share of Operating Expenses, Landlord shall use its reasonable efforts to deliver to Tenant within one hundred eighty (180) days after the expiration of each year a reasonably detailed statement (the "Statement") showing Tenant's Share of the actual Operating Expenses incurred during such year. Landlord's failure to deliver the Statement to Tenant within said period shall not constitute Landlord's waiver of its right to collect said amounts or otherwise prejudice Landlord's rights hereunder. If Tenant's payments under this section during said year exceed Tenant's Share as indicated on the Statement, Tenant shall be entitled to credit the amount of such overpayment against Tenant's Share of Operating Expenses next falling due. If Tenant's payments under this section during said year were less than Tenant's Share as indicated on the Statement,Tenant shall pay to Landlord the amount of the deficiency within thirty (30) days after delivery by Landlord to Tenant of the Statement. Landlord and Tenant shall forthwith adjust between them by cash payment any balance determined to exist with respect to that portion of the last year of the Lease Term for which Tenant is Page 7 of 40 responsible for Operating Expenses, notwithstanding that the Lease Term may have terminated before the end of such year; and this provision shall survive the expiration or earlier termination of the Lease. (g) If Tenant disputes the amount set forth in the Statement, Tenant shall have the right, at Tenant's sole expense, not later than sixty (60) days following receipt of such Statement, to cause Landlord's books and records with respect to the calendar year which is the subject of the Statement to be audited by a certified public accountant mutually acceptable to Landlord and Tenant, except that any of the City of Miami Beach's internal auditors shall be deemed acceptable to Landlord. The audit shall take place at the offices of Landlord's managing agent where its books and records are located at a mutually convenient time during Landlord's regular business hours. Tenant's Share of Operating Expenses shall be appropriately adjusted based upon the results of such audit, and the results of such audit shall be final and binding upon Landlord and Tenant. Tenant shall have no right to conduct an audit or to give Landlord notice that it desires to conduct an audit at any time Tenant is in default under the Lease. The accountant conducting the audit shall be compensated on an hourly basis and shall not be compensated based upon a percentage of overcharges it discovers. No subtenant shall have any right to conduct an audit, and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises. Tenant's right to undertake an audit with respect to any calendar year shall expire sixty (60) days after Tenant's receipt of the Statement for such calendar year, and such Statement shall be final and binding upon Tenant and shall, as between the parties, be conclusively deemed correct, at the end of such sixty(60) day period, unless prior thereto Tenant shall have given Landlord written notice of its intention to audit Operating Expenses for the calendar year which is the subject of the Statement. If Tenant gives Landlord notice of its intention to audit Operating Expenses, it must commence such audit within sixty (60) days after such notice is delivered to Landlord, and the audit must be completed within one hundred twenty (120) days after such notice is delivered to Landlord. If Tenant does not commence and complete the audit within such periods, the Statement which Tenant elected to audit shall be deemed final and binding upon Tenant and shall,as between the parties,be conclusively deemed correct. 5.2. Landlord acknowledges that Tenant is a municipal corporation organized under the State of Florida and, as such, is exempt from payment of sales tax in connection with any payments of Rent under this Lease. Provided that Tenant assigns this Lease to a non-governmental entity, Tenant acknowledges that Sales Tax on Base Rent shall be paid to Landlord with the monthly payment of Base Rent and all applicable sales taxes imposed directly upon this Lease or the Additional Rent as herein defined. 5.3. As used herein, the term "Real Property Taxes" shall include any form of ad valorem and non ad valorem real estate taxes or assessments, business improvement district assessments, general, special, ordinary or extraordinary, improvement bond or bonds imposed on the Building or the Land or any portion thereof by any authority having the direct or indirect power to tax, including any city, county, state or federal government, or any school, agricultural, sanitary, fire, street, drainage or other improvement district thereof, as against any legal or equitable interest of Landlord in the Building or in any portion thereof. Real Property Taxes shall not include income, inheritance and gift taxes. 5.4. Reassessments - From time to time Landlord may challenge the assessed value of the Building as determined by applicable taxing authorities and/or Landlord may attempt to cause the Real Property Taxes to be reduced on other grounds. If Landlord is successful in causing the Real Property Taxes to be reduced or in obtaining a refund, rebate, credit or similar benefit (hereinafter collectively referred to as a "reduction"), Landlord shall equitably credit the reduction(s) to Real Property Taxes for the calendar year to which a reduction applies and to recalculate the Real Property Taxes owed by Tenant. All costs incurred by Landlord in seeking to obtain the Real Property Tax reduction, whether Landlord is successful or not, shall be considered an Operating Expense. 5.5. Notwithstanding the terms of Article V and Article 1.8 of the Lease to the contrary, and provided that Tenant has not been in default hereunder, Landlord agrees that the Operating Expenses, excluding those expenses which are beyond Landlord's control, such as utilities, trash removal, security costs, real estate taxes, insurance, and non-reimbursed hurricane, storm or other natural disaster related expenses, shall increase by no more than five percent (5%) annually (the "Cap") for the first five (5) years of the Lease. At the expiration of the Initial Term of the Lease, Tenant's Share of Operating Expenses for the immediately upcoming First Renewal Period (i.e., the sixth (6th) Lease Year) will be payable by Tenant based on the actual Operating Expenses for such upcoming Lease Year, regardless of how the above-described Cap would have otherwise limited such amounts payable by Tenant; provided, however, that the Cap will then apply again for each subsequent Lease Year for the remainder of each such three (3) year period (Lease Years 7 and 8). At the expiration of the First Renewal Period, Tenant's Share of Shopping Center Expenses for the immediately upcoming Second Renewal Period(i.e.,the ninth (9th) Lease Year) will be payable by Tenant based on the actual Shopping Center Expenses for such upcoming Lease Year, regardless of how the above-described Cap would have otherwise limited such amounts payable by Tenant; provided, however, that the Cap will then apply again for each subsequent Lease Year for the remainder of each such three(3)year period(i.e. Lease Years 10 and 11). Page 8 of 40 ARTICLE VI USE OF PREMISES 6.1 Subject to compliance with the exclusive rights of the existing tenants and their successors, assigns, licensees and sublessees, set forth in Exhibit F.Tenant shall use and occupy the Premises solely for general (non-medical) office purposes compatible with first class office buildings in the jurisdiction in which the Building is located, which may include occupancy by any City of Miami Beach Department with a Comparable Use (as defined in Article XXIX), and for no other use or purpose. Tenant shall not use or occupy the Premises for any unlawful purpose, or in any manner that will violate the certificate of occupancy for the Premises or the Building or that will constitute waste or nuisance to Landlord or any tenant or user of the Building. Tenant shall comply with all present and future laws (including the Americans with Disabilities Act (the "ADA") and the regulations promulgated thereunder, as the same may be amended from time to time), and all Environmental Laws (as hereinafter defined), ordinances (including zoning ordinances and land use requirements), regulations, permits, orders and recommendations (including those made by any public or private agency having authority over insurance rates) (collectively, "Laws") applicable to the Building generally or the Premises particularly concerning the use, occupancy and condition of the Premises and all machinery, equipment, furnishings, fixtures and improvements therein, all of which shall he complied with in a timely manner at Tenant's sole expense. If any such Law requires an occupancy or use permit or license for the Premises or the operation of the business conducted therein, then Tenant shall obtain and keep current such permit or license at Tenant's expense and shall promptly deliver a copy thereof to Landlord. Use of the Premises is subject to all covenants, conditions and restrictions of record. 6.2 Tenant shall pay before delinquency any business, rent or other taxes or fees that are now or hereafter levied, assessed or imposed upon Tenant's use or occupancy of the Premises, the conduct of Tenant s business at the Premises, or Tenant's equipment, fixtures, furnishings, inventory or personal property. If any such tax or fee is enacted or altered so that such tax or fee is levied against Landlord or so that Landlord is responsible for collection or payment thereof, then Tenant shall pay as additional rent the amount of such tax or fee within ten(10)days after receipt of a statement therefore from Landlord. 6.3 Tenant shall not cause or permit any Hazardous Materials to be generated, used, released, stored or disposed of in or about the Building and further shall maintain the Premises at all times in compliance with all Environmental Laws,provided that Tenant may use and store reasonable quantities of standard cleaning and office materials as may be reasonably necessary for Tenant to conduct normal general office use operations in the Premises provided the same are used, stored and disposed of in accordance with all applicable Environmental Laws. At the expiration or earlier termination of this Lease, Tenant shall surrender the Premises to Landlord free of Hazardous Materials and in compliance with all Environmental Laws. "Hazardous Materials" means (a) asbestos and any asbestos containing material and any substance that is then defined or listed in, or otherwise classified pursuant to, any Environmental Law or any other applicable Law as a "hazardous substance," "hazardous material," "hazardous waste," "infectious waste," "toxic substance," "toxic pollutant" or any other formulation intended to define, list, or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, toxicity, reproductive toxicity, or Toxicity Characteristic Leaching Procedure (TCLP) toxicity, (b) any petroleum and drilling fluids, produced waters, and other wastes associated with the exploration, development or production of crude oil, natural gas, or geothermal resources, and (c) any petroleum product, polychlorinated biphenyls, urea formaldehyde, radon gas, radioactive material (including any source, special nuclear, or by-product material), medical waste, chlorofluorocarbon, lead or lead-based product, and any other substance whose presence could be detrimental to the Building or hazardous to health or the environment. "Environmental Law" means any present and future Law and any amendments (whether common law, statute, rule, order, regulation or otherwise), permits and other requirements or guidelines of governmental authorities applicable to the Building and relating to the environment and environmental conditions or to any Hazardous Material (including CERCLA, 42 U.S.C. 9601 et seq., the Resource Conservation and Recovery Act of 1976, 42 U.S.C. 6901 et seq., Hazardous Materials Transportation Act, 49 U.S.C. 1801 et seq., the Federal Water Pollution Control Act, 33 U.S.C. 1251 et seq., the Clean Air Act, 33 U.S.C. 7401 et seq., the Toxic Substances Control Act, 15 U.S.C. 2601 et seq., the Safe Drinking Water Act, 42 U.S.C.. 300f et seq., the Emergency Planning and Community Right-To-Know Act, 42 U.S.C. 1101 et seq., the Occupational Safety and Health Act, 29 U.S.C. 651 et seq., and any so-called "Super Fund" or "Super Lien" law, any Law requiring the filing of reports and notices relating to hazardous substances, environmental laws administered by the Environmental Protection Agency, and any similar state and local Laws, all amendments thereto and all regulations, orders, decisions, and decrees now or hereafter promulgated thereunder concerning the environment, industrial hygiene or public health or safety). Notwithstanding any termination of this Lease, to the extent allowable,and further subject to the limitation on the Tenant's liability, as set forth in Section 768.28, Florida Statutes, Tenant shall indemnify and hold Landlord, its employees and agents harmless from and against any damage, injury, loss, liability, charge, demand or claim based on or arising out of the presence or removal of, or failure to remove, Hazardous Materials generated, used, released, stored or disposed of by Tenant or any Invitee in or about the Building, whether before or after Rent Commencement Date. In addition, Tenant shall give Landlord immediate verbal and follow-up written Page 9 of 40 notice of any actual or threatened Environmental Default, which Environmental Default Tenant shall cure in accordance with all Environmental Laws and to the satisfaction of Landlord and only after Tenant has obtained Landlord's prior written consent, which shall not be unreasonably withheld. An "Environmental Default" means any of the following by Tenant or any Invitee: a violation of an Environmental Law; a release, spill or discharge of a Hazardous Material on or from the Premises or the Building; an environmental condition requiring responsive action; or an emergency environmental condition. Upon any Environmental Default, in addition to all other rights available to Landlord under this Lease, at law or in equity, Landlord shall have the right but not the obligation to immediately enter the Premises to supervise and approve any actions taken by Tenant to address the Environmental Default, and, if Tenant fails to immediately address same to Landlord's satisfaction, to perform, at Tenant's sole cost and expense, any lawful action necessary to address same. ARTICLE VII ASSIGNMENT AND SUBLETTING 7.1 Tenant shall not assign, transfer or otherwise encumber (collectively, "Assign") this Lease or all or any of Tenant's rights hereunder or interest herein, or sublet or permit anyone to use or occupy (collectively, "Sublet") the Premises or any part thereof, without obtaining the prior written consent of Landlord, which consent will not be unreasonably withheld. Landlord, at its sole discretion, may establish reasonable standards for the approval of a proposed assignee or subtenant which standards may include, but not be limited to, net worth, type of business, business experience and reputation. No assignment or right of occupancy hereunder maybe effectuated by operation of law or otherwise without the prior written consent of Landlord. Any assignment or subletting, Landlord's consent thereto, or Landlord's collection or acceptance of rent from any assignee or subtenant shall not be construed either as waiving or releasing Tenant from any of its liabilities or obligations under this Lease, or as waiving or releasing any guarantor under its guaranty of this Lease, or as relieving Tenant or any assignee or subtenant from the obligation of obtaining Landlord's prior written consent to any subsequent assignment or subletting. As security for this Lease. Tenant hereby assigns to Landlord the rent due from any assignee or subtenant of Tenant. For any period during which Tenant is in default hereunder, Tenant hereby authorizes each such assignee or subtenant to pay said rent directly to Landlord upon receipt of notice from Landlord specifying same. Landlord's collection of such rent shall not be construed as an acceptance of such assignee or subtenant as a tenant. Tenant shall not mortgage, pledge, hypothecate or encumber (collectively "Mortgage") this Lease without Landlord's prior written consent, which consent maybe granted or withheld in Landlord's sole and absolute discretion. Tenant shall pay to Landlord an administrative fee equal to Two Thousand Dollars ($2,000.00) in connection with Tenant's request for Landlord to give its consent to any assignment, subletting, or mortgage. Tenant shall notify Landlord prior to engaging a real estate broker in connection with any proposed assignment or sublease. Any sublease, assignment or mortgage shall, at Landlord's option, be effected on forms approved by Landlord. Tenant shall deliver to Landlord a fully-executed copy of each agreement evidencing a sublease, assignment or mortgage within ten(10)days after Tenant's execution thereof. 7.2 If Tenant is a partnership, then any event (whether voluntary, concurrent or related) resulting in a dissolution of Tenant, any withdrawal or change (whether voluntary, involuntary or by operation of law)of partners owning a controlling interest in Tenant (including each general partner), or any structural or other change having the effect of limiting the liability of the partners shall be deemed a voluntary assignment of this Lease subject to the provisions of this Article. If Tenant is a corporation, then any event (whether voluntary, concurrent or related) resulting in a dissolution, merger, consolidation or other reorganization of Tenant, or the sale or transfer or relinquishment of the interest of shareholders who, as of the date of this Lease, own a controlling interest of the capital stock of Tenant, or a conversion into any other type of entity, shall be deemed a voluntary assignment of this Lease subject to the provisions of this Article; provided, however, that the foregoing portion of this sentence shall not apply to corporations whose stock is traded through a national or regional exchange or over-the-counter market. If Tenant is a limited liability company, then any dissolution of Tenant or a withdrawal or change, whether voluntary, involuntary or by operation of law, of members owning a controlling interest in Tenant or a conversion into any other type of entity, shall be deemed a voluntary assignment of this Lease. This Section 7.2 shall I only be applicable if Tenant assigns this Lease to a non-governmental entity. 7.3 If at any time during the Lease Term Tenant desires to assign, sublet or mortgage all or part of this Lease or the Premises, then in connection with Tenant's request to Landlord for Landlord's consent thereto, Tenant shall give notice to Landlord in writing ("Tenant's Request Notice") containing: the identity of the proposed assignee, subtenant or other party and a description of its business; the terms of the proposed assignment, subletting or other transaction; the commencement date of the proposed assignment, subletting or other transaction (the "Proposed Sublease Commencement Date"); the area proposed to be assigned, sublet or otherwise encumbered (the "Proposed Sublet Space"); the most recent financial statement or other evidence of financial responsibility of such proposed assignee, subtenant or other party; and a certification executed by Tenant and such party stating whether or not any premium or other consideration is being paid for the assignment, sublease or other transaction. Page 10 of 40 7.4 Landlord shall have the right in its sole and absolute discretion to terminate this Lease with respect to the Proposed Sublet Space by sending Tenant written notice of such termination within thirty (30) days after Landlord's receipt of Tenant's Request Notice. If the Proposed Sublet Space does not constitute the entire Premises and Landlord exercises its option to terminate this Lease with respect to the Proposed Sublet Space, then (a) Tenant shall tender the Proposed Sublet Space to Landlord on the Proposed Sublease Commencement Date and such space shall thereafter be deleted from the Premises, and (b) as to that portion of the Premises which is not part of the Proposed Sublet Space, this Lease shall remain in full force and effect except that Base Rent and additional rent shall be reduced pro rata. The cost of any construction required to permit the operation of the Proposed Sublet Space separate from the balance of the Premises shall be paid by Tenant to Landlord as additional rent hereunder within ten (10) days after demand therefor from Landlord. If the Proposed Sublet Space constitutes the entire Premises and Landlord elects to terminate this Lease, then Tenant shall tender the Proposed Sublet Space to Landlord, and this Lease shall terminate,on the Proposed Sublease Commencement Date. 7.5 If any sublease or assignment (whether by operation of law or otherwise, including an assignment pursuant to the provisions of the Bankruptcy Code or any other Insolvency Law)provides that the subtenant or assignee there under is to pay any amount in excess of the rental and other charges due under this Lease, then whether such excess be in the form of an increased monthly or annual rental, a lump sum payment, payment for the sale, transfer or lease of Tenant's fixtures, leasehold improvements, furniture and other personal property, or any other form (and if the subleased or assigned space does not constitute the entire Premises, the existence of such excess shall be determined on a pro-rata basis), Tenant shall pay to Landlord any such excess or other premium applicable to the sublease or assignment, which amount shall be paid by Tenant to Landlord as additional rent upon such terms as shall he specified by Landlord and in no event later than ten(10) days after any receipt thereof by Tenant. If an assignment is deemed to have occurred pursuant to Section 7.2, then for purposes of this Section the rent payable by the assignee shall be deemed to be increased (but not reduced) to the then fair market rent for the Premises as reasonably determined by Landlord. Acceptance by Landlord of any payments due under this Section shall not be deemed to constitute approval by Landlord of any sublease or assignment, nor shall such acceptance waive any rights of Landlord hereunder. Landlord shall have the right to inspect and audit Tenant's books and records relating to any sublease or assignment. 7.6 All restrictions and obligations imposed pursuant to this Lease on Tenant shall be deemed to extend to any subtenant, assignee, licensee, concessionaire or other occupant or transferee, and Tenant shall cause such person to comply with such restrictions and obligations. Any assignee shall he deemed to have assumed obligations as if such assignee had originally executed this Lease and at Landlord's request shall execute promptly a document confirming such assumption. Each sublease is subject to the condition that if the Lease Term is terminated or Landlord succeeds to Tenant's interest in the Premises by voluntary surrender or otherwise, at Landlord's option the subtenant shall be bound to Landlord for the balance of the term of such sublease and shall attorn to and recognize Landlord as its landlord under the then executory terms of such sublease. 7.7 Notwithstanding anything herein to the contrary, Landlord may, in its sole and absolute discretion, deny any request by Tenant to sublease all or any portion of the Premises or assign this Lease if Landlord believes that any income there from would not be classified as "rents from real property" as defined in Section 856 of the Internal Revenue Code of 1986, as amended. 7.8 Notwithstanding anything else to the contrary in this Article VII, a partial or complete transfer of the use of the Premises from one City of Miami Beach Department to another City of Miami Beach Department with a Comparable Use, or occupancy of the Premises by one or more City of Miami Beach Departments with a Comparable Use shall not be considered an Assignment or Sublease of this Lease and shall be permitted hereunder without the written consent of the Landlord. ARTICLE VIII MAINTENANCE AND REPAIRS 8.1 Tenant, at Tenant's sole cost and expense, shall promptly make all repairs, perform all maintenance, and make all replacements in and to the Premises that are necessary or desirable to keep the Premises in first class condition and repair, in a clean, safe and tenantable condition, and otherwise in accordance with all Laws and the requirements of this Lease. Tenant shall maintain all fixtures, furnishings and equipment located in, or exclusively serving, the Premises in clean, safe and sanitary condition, shall take good care thereof and make all required repairs and replacements thereto. Tenant shall give Landlord prompt written notice of any defects or damage to the structure of, or equipment or fixtures in, the Building or any part thereof Tenant shall suffer no waste or injury to any part of the Premises, and shall, at the expiration or earlier termination of the Lease Term, surrender the Premises in an order and condition equal to or better than their order and condition on the Rent Commencement Date, except for ordinary wear and tear and as otherwise provided in Article XVII. Except as otherwise Page 1 I of 40 provided in Article XVII, all injury, breakage and damage to the Premises and to any other part of the Building caused by any act or omission of any invitee, agent, employee, subtenant, assignee, contractor, client, family member, licensee, customer or guest of Tenant(collectively, "Invitees") or Tenant, shall be repaired by and at Tenant's expense, except that Landlord shall have the right at Landlord's option to make any such repair and to charge Tenant for all costs and expenses incurred in connection therewith (including, at Landlord's election, Landlord's overhead cost of ten percent (10%) of such costs). Landlord shall provide and install replacement tubes for Building standard fluorescent light fixtures (subject to reimbursement pursuant to Article V); all other bulbs and tubes for the Premises shall be provided and installed at Tenant's expense. 8.2 Except as otherwise provided in this Lease, Landlord shall keep the exterior and demising walls, load bearing elements, foundations, roof and common areas that form a part of the building, and the building standard mechanical, electrical, HVAC and plumbing systems, pipes and conduits that are provided by Landlord in the operation of the Premises and Building (collectively, the "Building Structure and Systems"), clean and in good operating condition and, promptly after becoming aware of any item needing repair, will make repairs thereto. Notwithstanding any of the foregoing to the contrary: (a) maintenance and repair of special tenant equipment (including any special fire protection equipment, telecommunications and computer equipment, kitchen equipment, air-conditioning equipment serving the Premises only and all other furniture, furnishings and equipment of Tenant and all Alterations) shall be the sole responsibility of Tenant and shall be deemed not to be a part of the Building Structure and Systems; and (b) Landlord shall have no obligation to make any repairs brought about by any act or neglect of Tenant or any Invitee. 8.3 In the event of an emergency situation(as hereafter defined),whereby a repair to the Premises and/or the Building, which Landlord is obligated to perform is required, Tenant shall email and telephone Landlord or Landlord's managing agent to advise Landlord of the need for the repair. If after making reasonable efforts to contact Landlord, either Tenant is unable to contact Landlord or Landlord's managing agent, or Tenant succeeds in contacting Landlord or Landlord's managing agent and Landlord fails to undertake action to correct the emergency situation within five (5) business days, Tenant may perform the repair, in such manner as Tenant deems reasonably necessary, on account of Landlord. Upon completion of the repair, Landlord shall be required to reimburse Tenant for the actual third party cost of the repair. Landlord's payment shall be due within thirty (30) days after receipt of Tenant's bill accompanied by reasonable evidence that Tenant has paid for the repair. In the event Landlord fails to make payment to Tenant for said repair within said thirty (30) days, Tenant shall have the right to deduct such sum or sums from Rent due Landlord hereunder. Landlord agrees to reasonably cooperate with Tenant in connection with access to the Building upon prior advance notice and during Building Hours and in connection with applying for any permits which may be required under this subsection 8.3 For the purpose of this Section, an"emergency situation"means a condition or state of facts which if not corrected would result in further damage to the Premises, the Building or its contents or which would prevent Tenant from conducting its business at the Premises in a reasonable manner, or which would pose a harm to the safety of the Tenant/employees. ARTICLE IX ALTERATIONS 9.1 Tenant has inspected and accepts shall accept the Premises in its "As Is" condition as of the Rent Commencement Date with no additional improvements, changes, installations, alterations, repairs or replacements are expected by Tenant to be made by Landlord and Landlord shall have no obligation to perform any work or repairs therein (including, without limitation, demolition of any improvements existing therein, construction or alteration to the storefront, demising walls or structural walls, or construction of any tenant finish work or other improvements therein) expected by Tenant to be made by Landlord. Tenant acknowledges that: (i) the Premises are in satisfactory condition and are suitable for the use contemplated hereunder; (ii) Landlord has complied with all of the requirements imposed upon it under the terms of the Lease; and (iii) Tenant's taking of possession of the Premises conclusively establishes that the condition of the Premises is acceptable and suitable for Tenant's contemplated use. 9.2 Except for Tenant's Work, as defined in Exhibit B attached hereto, the scope of which, as defined in Exhibit B, is hereby approved by Landlord, subject only to the approval of the plans and specifications, as set forth in subsection 9.2(d) below, Tenant shall not make or permit anyone to make any structural or other alterations, decorations, additions, improvements or other changes (jointly and severally, "Alterations") in or to the Premises or the Building, without the prior written consent of Landlord, which consent may be withheld or granted in Landlord's sole and absolute discretion. Any Alterations and/or Tenant's Work made by Tenant shall be made: (a) in a good, workmanlike, first-class and prompt manner; (b) using new materials only; (c) by a licensed and insured contractor, on days, at times (between the hours of 6:00 a.m. and 9:00 a.m. and after 5:00 p.m. for any loud or disruptive work) and under the supervision of Edward Lewis, AIA, LEED AP ("Tenant's architect") ; (d) in accordance Page 12 of 40 with plans and specifications prepared by Tenant's architect or an engineer procured by Tenant's architect, or any other engineer or architect reasonably acceptable to Landlord, which plans and specifications shall be reviewed and responded to (with comments) or approved in writing by Landlord within seven (7) business days of Landlord's receipt thereof, which approval shall not be unreasonably withheld, delayed or denied; if Landlord fails to respond to Tenant's plans and specifications within seven (7)business days of the Tenant request for approval,Tenant shall provide Landlord with a second written request for approval and if Landlord fails to respond to the second written request for approval within three (3) calendar days from such request, Landlord shall be deemed to approve of same; (e) in accordance with all Laws and the requirements of any insurance company insuring the Building or any portion thereof; (f) after having obtained any required consent of the holder of any Mortgage(except with respect to Tenant's Work); (g) after Tenant's contractor has obtained the following types of insurance in the following minimum amounts, issued by companies approved by Landlord, and which coverage shall cover every person who will perform any work with respect to such Alteration; (i) Statutory Worker's compensation coverage as required by state statute or law for the state where the Property is situated. (ii) Employers Liability coverage with limits of at least (a) Bodily Injury by Accident: $500,000.00 each accident. (b) Bodily Injury by Disease: $500,000 policy limit. (c) Bodily Injury by Disease: $500,000 each employee, (ii) Builder risk-completed value fire and extended coverage covering damage to the construction and improvements to be made by Tenant in amounts at least equal to the estimated complete cost of the construction and improvements with one hundred percent (100%) coinsurance protection, (iii) Commercial General Liability coverage providing limits of coverage of at least: (a) $1,000,000 combined single limit each occurrence for bodily injury and Property Damage, (b) $1,000,000 Personal and advertising injury, (c) $2,000,000 general aggregate applying per project (d) $2,000,000 Products and Completed Operations (iv) automobile liability coverage for owned (if any), hired and non-owned autos with coverage of at least one million dollars ($1,000,000.00) combined single limit each accident for bodily injury and property damage. (v) Excess / umbrella liability coverage as may be required by Tenant and Landlord for the scope of work performed at the Property. (Such Commercial General Liability policy and any excess / umbrella liability policy shall name Landlord, BlackRock Realty Advisors, Inc., its Managing Agent, and each of their respective LLC managers and members, partners, directors, officers and employees, and any other persons having an interest in the Building as additional insured on a primary and non-contributory basis). All of Tenant's contractor insurance policies shall include the insurer waiving rights of subrogation against the aforementioned additional insureds. (h) after Tenant has obtained and delivered to Landlord written, unconditional waivers of mechanics' and materialmen's liens against the Premises and the Building from all proposed contractors, subcontractors, laborers and material suppliers for all work, labor and services to be performed and materials to be furnished in connection with Alterations. If any lien (or a petition to establish such lien) is filed in connection with any Alteration, such lien(or petition) shall be discharged by Tenant within ten (10) days thereafter, at Tenant's sole cost and expense, by the payment thereof or by the filing of a bond acceptable to Landlord. If Landlord gives its consent to the making of any Alteration, such consent shall not be deemed to be an agreement or consent by Landlord to subject its interest in the Premises or the Building to any liens which may be filed in connection therewith. All approved Alterations (including those involving structural, electrical,mechanical or plumbing work, the heating, ventilation and air conditioning system of the Premises or the Building, and the roof of the Building) shall, at Landlord's election, be performed by Landlord's designated contractor or subcontractor at Tenant's expense. Promptly after the completion of an Alteration, Tenant at its expense shall deliver to Landlord three (3) sets of accurate as- built drawings showing such Alteration in place. Tenant shall not suffer or permit any mechanics', materialmens' or other liens to be recorded against the Premises or Building by reason of work, labor, services or materials requested by or supplied to Tenant. 9.3 If any Alterations are made without the prior written consent of Landlord, Landlord shall have the right at Tenant's expense to remove and correct such Alterations and restore the Premises and the Building to their condition immediately prior thereto, or to require Tenant to do the same. All Alterations to the Premises or the Building made by either party shall immediately become the property of Landlord and shall remain upon and be surrendered with the Premises as a part thereof at the expiration or earlier termination of the Lease Term; provided, however, that (a) if Tenant is not in default under this Lease, then Tenant shall have the right to remove, prior to the expiration or earlier termination of the Lease Term, all movable furniture, furnishings and equipment installed in the Premises solely at the expense of Tenant, and (b) at the expiration or earlier termination of the Lease Term, Tenant shall remove all Alterations in the Premises or the Building which Landlord designates in writing for removal. Movable furniture, furnishings and trade fixtures shall be deemed to exclude without limitation any item the removal of which might cause damage to the Premises or the Building or which would normally be removed from the Premises with the assistance of any tool or machinery other than a dolly. Landlord shall have the right at Tenant's expense to repair all damage and injury to the Premises or the Building caused by such removal or to require Tenant to do the same. If such furniture, furnishings and equipment are not removed by Tenant prior to the expiration or earlier termination of the Lease Term, the same shall become the property of Landlord and shall he deemed abandoned and surrendered with the Premises as a part thereof; provided, however, that Landlord shall have the right at Tenant's expense to remove from the Premises such furniture, furnishings and equipment and any Alteration which Landlord designates in writing for removal or to require Tenant to do the same. If Tenant fails to return the Premises to Landlord Page 13 of 40 as required by this Section, then Tenant shall pay to Landlord, as additional rent, all costs (including a construction management fee) incurred by Landlord in effecting such return. 9.4 The Landlord and Tenant hereby agree that the Landlord shall reimburse the Tenant up to Sixty-Six Thousand Nine Hundred Eighty and 00/100ths Dollars ($66,980.00) for the design/architectural, engineering, permitting, construction and installation costs of Tenant's work ("Tenant's Work"), as more particularly set forth in Exhibit "B" hereto. Landlord shall pay up to the TI Allowance sum within thirty(30) days of the date Tenant submits to Landlord copies of: (i)paid invoices for the improvements to the Premises that have been completed in accordance with the terms of this Lease including but not limited to Landlord approval; (ii) a Certificate of Occupancy; (iii) Final Unconditional Releases of Lien from all contractors, subcontractors and suppliers providing materials or services in the Premises; (iv) a Contractor's Final Affidavit from Tenant's general contractor together with a closed permit sign-off; and (v) Tenant opens for business, fully fixtured, stocked and staffed. Should Tenant fail to submit its request for reimbursement of the TI Allowance and all documentation required therefor within two hundred seventy (270) days of the date on which Tenant receives a Certificate of Occupancy, then Landlord shall not be obligated to reimburse Tenant the TI Allowance and any such right or obligation shall be automatically waived.Throughout the Initial Term should Tenant be in default of the terms of the Lease beyond any applicable notice and cure period and should Landlord exercise its termination rights as provided in Article XIX, Tenant agrees that the unamortized amount reimbursed, if any, shall be immediately repaid to Landlord by Tenant and shall be considered as additional Rent. 9.5 Intentionally Deleted. ARTICLE X SIGNS 10.1 Landlord will list Tenant's name in the Building directory, if any, and provide Building standard signage on one suite entry door at Tenant's cost. No other sign, advertisement, lettering, canopy, decoration or notice shall be inscribed, painted, affixed or otherwise displayed on any part of the exterior or interior of the Building (including windows and doors) without the prior written approval of Landlord, which may be granted or withheld in Landlord's sole and absolute discretion. If any such item that has not been approved by Landlord is so displayed, then Landlord shall have the right to remove such item at Tenant's expense or to require Tenant to do the same. Landlord reserves the right to install and display signs, advertisements and notices on any part of the exterior or interior of the Building (including, the right during the one hundred eighty (180) day period immediately prior to the expiration or earlier termination of the Lease Term to display a "For Lease" or similar sign on the exterior of the Premises); provided, however that Landlord shall only affix, install, or display signs on the interior of the Premises which pertain to the management or operation of the Building. ARTICLE XI SECURITY DEPOSIT (INTENTIONALLY DELETED) ARTICLE XII INSPECTION 12.1 Tenant shall permit Landlord, its agents and representatives, and the holder of any Mortgage, to enter the Premises without charge therefore and without diminution of the rent payable by Tenant in order to examine, inspect and protect the Premises and the Building, to make such alterations and/or repairs as in the sole and absolute judgment of Landlord may be deemed necessary or desirable, or to exhibit the same to brokers, prospective tenants, lenders, purchasers and others. In connection with any such entry, except in the case of an emergency, Landlord shall provide Tenant with a minimum of twenty- four hours notice and shall endeavor to minimize the disruption to Tenant's normal business operations in the Premises. If Tenant shall vacate the Premises during the,last month of the Lease Term, Landlord shall have the unrestricted right to enter the same after Tenants moving to commence preparations for the succeeding tenant or for any other purpose whatever, without affecting Tenant's obligation to pay rent for the full Lease Term. ARTICLE XIII INSURANCE 13.1 Tenant shall not conduct or permit to be conducted any activity, or place or permit to be placed any equipment or other item in or about the Premises or the Building, which will in any way increase the rate of fire insurance or other insurance on the Building. If any increase in the rate of fire insurance or other insurance is due to any activity, equipment or other item of Tenant, then (whether or not Landlord has consented to such activity, equipment or other item) Tenant shall pay as additional rent due hereunder the amount of such increase. The statement of any applicable insurance company or insurance rating organization (or other organization exercising similar functions in connection with the Page 14 of 40 prevention of fire or the correction of hazardous conditions) that an increase is due to any such activity, equipment or other item shall be conclusive evidence thereof. • 13.2 Through Tenant's self-insurance program, Tenant has provided Landlord with a letter reflecting that, in compliance with and subject to limitations of Florida Statutes Sections 768.28 and pursuant to the provisions of Florida Statutes Section 440.09, provisions are made by Tenant to process any claims that may arise under this Lease and said letter is hereby accepted by Landlord incompliance with Tenant's insurance obligations under this Lease. The Tenant's letter of self-insurance shall not amend the Tenant's obligations set forth in Article XV Indemnification of this Lease Agreement. In addition, to the extent allowable, and further subject to the limitation on the Tenant's liability, as set forth in Section 768.28, Florida Statutes, Tenant shall indemnify and hold harmless Landlord, BlackRock Realty Advisors, Inc, for injury to Tenant's employees arising out of or in the course of employment by Tenant,unless such injury arises from the gross negligence of Landlord. 13.3 Notwithstanding the foregoing, in the event the Tenant assigns or sublets this Lease to a non- governmental entity, such assignee or sublessee shall obtain and maintain throughout the Lease Term the following minimum types and amounts of insurance: (1) commercial general liability insurance (written on an occurrence basis), providing limits of coverage of at least: (a) $1,000,000 combined single limit each occurrence for bodily injury and Property Damage, (b) $1,000,000 Personal and advertising injury, (c) $250,000 fire damage legal liability, (d) a $2,000,000 general aggregate applying per location. Such liability coverage shall include contractual liability coverage insuring the insurable obligations assumed by such assignee or sublessee under this Lease (including those set forth in Sections 6.3 and 15.2), premises and operations coverage, (2) automobile liability insurance of$1,000,000 combined single limit each accident for bodily injury and Property Damage for owned (if any), hired and non-owned autos. ), (3) statutory workers' compensation insurance as required by state statute or law of the state where the Premises are situated, (4) employer's liability coverage of at least (i) Bodily Injury by Accident: $1,000,000) each accident, (ii) Bodily Injury by Disease: $1,000,000 policy limit, (iii) Bodily Injury by Disease:$1,000,000 each employee. and (5) Umbrella/Excess Liability providing coverage excess of the Commercial General of at least $1,000,000 each occurrence / $1,000,000 Aggregate. (This requirement can be satisfied by a commercial general liability policy with limits greater than $1,000,000). (6) all-risk property insurance. Such property insurance shall be in an amount equal to the full replacement value of all of the original tenant improvements installed in the Premises, all Alterations and all other contents of the Premises (including such assignee's or sublessee's trade fixtures, decorations, furnishings, equipment and personal property).(7) business interruption insurance for an amount of 12 months of assignee's or sublessee's net income plus continuing expenses on an actual loss sustained basis, In the event the Tenant assigns or sublets this Lease to a non-governmental entity, such assignee's or sublessee's insurance shall: (1) be issued by a company that is authorized to conduct business in the jurisdiction in which the Building is located, that has been approved by Landlord and that has a financial rating equal to or exceeding A- VIII from A M Best's Insurance Guide; (2) name Landlord, BlackRock Realty Advisors, Inc, the managing agent of the Building, and each of their respective LLC managers and members, partners, directors, officers and employees and the holders of any Mortgage as additional insureds and/or loss payees(as applicable); (3)provide that the assignee's or sublessee's insurer(s)waives all right of recovery by way of subrogation against Landlord, BlackRock Realty Advisors, Inc, the managing agent of the Building, and each of their respective LLC managers and members, partners, directors, officers and employees in connection with any loss or damage covered by such policy; (4) be acceptable in form and content to Landlord; (5) be primary and non-contributory to any insurance of the additional insureds; and (6) No such policy shall contain any deductible provision except as otherwise approved in writing by Landlord, which approval shall not he unreasonably withheld. Landlord reserves the right from time to time to require such assignee or sublessee to obtain additional amounts of insurance to the extent such insurance is carried by similar business operations of assignee or sublessee in the metropolitan geographic area in which the Property is situated. Such assignee or sublessee shall deliver a certificate of all such insurance and, upon request, copies of all required insurance policies, (including endorsements and declarations) to Landlord on or before the Rent Commencement Date and thereafter at least thirty (30) days prior to the expiration of the policy then in effect. Such policy shall expressly contain a contractual endorsement to provide coverage for such assignee's or sublessee's insurable indemnification obligations in this Lease. Such assignee or sublessee shall furnish Landlord with a certificate of insurance or other acceptable evidence that such insurance is in force. In the event assignee or sublessee receives a notice of cancellation from its insurer(s), Landlord and any mortgagee or loss payee shall be notified of such pending cancellation within five(5) days of receipt of such insurer notice. Page 15 of 40 ARTICLE XIV SERVICES AND UTILITIES 14.1 Subject to Tenant's obligations specified in this Lease: (a) Landlord will furnish to the Premises from and after the Rent Commencement Date: air-conditioning during the seasons it is required in Landlord's reasonable judgment; and (b) Landlord will provide janitorial service on Monday through Friday (or, at Landlord's option, Sunday through Thursday) only (excluding legal public holidays), (c) electricity sufficient for lighting purposes and normal office use only, (d) water sufficient for normal office use only, (e) elevator service (with at least one (1) elevator in operation at all times, except in the event of an emergency), and (f) exterior window-cleaning service. If Tenant requires air-conditioning or heat beyond the Building Hours, then Landlord will furnish the same, provided Tenant gives Landlord sufficient advance notice of such requirement. Tenant shall pay for such extra service in accordance with Landlord's then-current schedule, currently estimated at $55.00 per hour, which shall reflect Landlord's cost of providing such service without a profit increment ("Additional A/C and Heating Costs"). Notwithstanding anything above to the contrary, Tenant shall have access to the Building twenty-four (24)hours per day each day of the year(except in the event of an emergency). 14.2 Landlord may install checkmeters to electrical circuits serving the Premises to verify that Tenant is not consuming electricity disproportionate to the size of the Premises for a typical office user. If such checkmeters indicate that Tenant's electricity consumption is excessive, then Landlord may install at Tenant's expense submeters to ascertain Tenant's actual electricity consumption, and Tenant shall thereafter pay for such consumption at the then-current price per kilowatt hour charged Landlord by the utility. Tenant's electricity consumption shall be deemed excessive if the electricity consumption in the Premises per square foot of rentable area (including electricity consumed in connection with outlets and lighting use) during any billing period exceeds the average electricity consumption per square foot of rentable area during the same period for typical, similarly situated tenants in the Building, as reasonably calculated by Landlord. 14.3 Tenant shall reimburse Landlord for the cost of any excess water, sewer and chiller usage in the Premises. Excess usage shall mean the excess of the estimated usage in the Premises (per square foot of rentable area)during any billing period over the average usage(per square foot of rentable area) during the same period for the entire Building, as reasonably calculated by Landlord. 14. Landlord shall not be liable in any way for any damage or inconvenience caused by the cessation or interruption of any heating, air-conditioning, electricity, water, sewer, or any other service occasioned by breakdown, fire, accident, strikes, necessary maintenance, alterations or repairs, or other causes beyond Landlord's control, and Tenant shall not be entitled to an abatement or reduction of rent by reason thereof,nor shall the same be deemed a constructive eviction of Tenant. ARTICLE XV INDEMNIFICATION AND LIABILITY OF LANDLORD 15.1 Tenant shall reimburse Landlord for (as additional rent), and, to the extent allowable, and further subject to the limitation on the Tenant's liability, as set forth in Section 768.28, Florida Statutes, shall indemnify, defend upon request and hold them harmless from and against all costs, damages, claims, liabilities, expenses (including professional fees), losses, penalties and court costs suffered by or claimed against them, directly or indirectly, based on or arising out of, in whole or in part, (a) use and occupancy of the Premises or the business conducted therein, (b) any act or omission of Tenant or any invitee of Tenant, (c) any breach of Tenant's obligations under this Lease, including failure to comply with Laws or surrender the Premises upon the expiration or earlier termination of the Lease Term, or (d) any entry by Tenant or any invitee of Tenant upon the Building prior to the date Tenant opens for business. 15.2 Landlord agrees to defend, pay, protect, indemnify, save and hold harmless Tenant, its employees and agents from and against any and all Losses caused by the grossly negligent acts or omissions or willful misconduct of Landlord, its employees or agents and any injury to or death of any person or persons or any loss of or damage to any property, real or personal, in any manner arising therefrom (collectively, "Losses") provided, however, the foregoing shall not apply to any Losses caused by the negligence or willful acts or omissions of Tenant, its employees or agents. In case any action or proceeding is brought against Tenant by reason of any Loss, Landlord covenants to defend Tenant, with all the reasonable expenses of such defense paid by Landlord. These obligations shall survive the expiration or early termination of this Lease. 15.3 In no event shall Landlord or Tenant be responsible for any consequential or punitive damages in connection with this Lease or the Premises. 15.4 Landlord, its employees and agents shall not be liable to Tenant, any Invitee or any other person or entity for any damage (including indirect and consequential damage), injury, loss or claim (including claims for the interruption of or loss to business) based on or arising out of any cause Page 16 of 40 whatsoever, including the Landlord's negligence,but excluding the Landlord's gross negligence or willful misconduct(except as otherwise provided in this Section, and Landlord shall not be liable for indirect and consequential damages in any event), including the following: repair to any portion of the Premises or the Building; interruption in the use of the Premises or any equipment therein; any accident or damage resulting from any use or operation (by Landlord, Tenant or any other person or entity) of elevators or heating, cooling, electrical, sewerage or plumbing equipment or apparatus; termination of this Lease by reason of damage to the Premises or the Building; any fire, robbery, theft, vandalism, mysterious disappearance or any other casualty; actions of any other tenant of the Building or of any other person or entity; failure or inability to furnish any service specified in this Lease; and leakage in any part of the Premises or the Building from water, rain, ice or snow that may leak into, or flow from, any part of the Premises or the Building, or from drains, pipes or plumbing fixtures in the Premises or the Building. If any condition exists which may be the basis of a claim of constructive eviction, then Tenant shall give Landlord written notice thereof and a reasonable opportunity to correct such condition, and in the interim Tenant shall not claim that it has been constructively evicted or is entitled to a rent abatement. Any property placed by Tenant or any Invitee in or about the Premises or the Building shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefore. Any person receiving an article delivered for Tenant shall be acting as Tenant's agent for such purpose and not as Landlord's agent. Notwithstanding the foregoing provisions of this Section, Landlord shall not be released from liability to Tenant for any physical injury to any natural person caused by Landlord's willful misconduct to the extent such injury is not covered by insurance(a) carried by Tenant or such person, or(b)required by this Lease to be carried by Tenant; provided, however, that Landlord shall not under any circumstances be liable for any consequential or indirect damages. Nothing in this this subsection 15.4, however, shall be deemed to be a waiver of Landlord's expressed obligations under this Lease, including, without limitation, Landlord's expressed maintenance and repair obligations under this Lease or Tenant's rights under this Lease, nor shall the same,under any circumstances, be deemed to waive any grossly negligent acts or omissions or willful misconduct of Landlord or its agents, employees or contractors. 15.5 No landlord hereunder shall be liable for any obligation or liability based on or arising out of any event or condition occurring during the period that such landlord was not the owner of the Building or a landlord's interest therein. Within five (5) days after request, Tenant shall attorn to such transferee and execute,acknowledge and deliver any document submitted to Tenant confirming such attornment. 15.6 Tenant shall not have the right to set off or deduct any amount allegedly owed to Tenant pursuant to any claim against Landlord from any rent or other sum payable to Landlord. Tenant's sole remedy for recovering upon such claim shall be to institute an independent action against Landlord. 15.7 If Tenant or any Invitee is awarded a money judgment against Landlord, then recourse for satisfaction of such judgment shall be limited to execution against Landlord's estate and interest in the Building. No other asset of Landlord, any partner, director, member, officer or trustee of Landlord (each, an "Officer") or any other person or entity shall be available to satisfy or be subject to such judgment, nor shall any officer or other person or entity be held to have personal liability for satisfaction of any claim or judgment against Landlord or any officer. ARTICLE XVI RULES 16.1 Tenant and Invitees shall at all times abide by and observe the rules specified in Exhibit C. Tenant and Invitees shall also abide by and observe any other rule that Landlord may promulgate from time to time for the operation and maintenance of the Building, provided that notice thereof is given and such rule is not inconsistent with the provisions of this Lease. All rules shall be binding upon Tenant and enforceable by Landlord as if they were contained herein. Nothing contained in this Lease shall be construed as imposing upon Landlord any duty or obligation to enforce such rules, or the terms, conditions or covenants contained in any other lease, as against any other tenant, and Landlord shall not be liable to Tenant for the violation of such rules by any other tenant or its employees, agents, assignees, subtenants, invitees or licensees. ARTICLE XVII DAMAGE OR DESTRUCTION 17.1 If the Premises or the Building are totally or partially damaged or destroyed thereby rendering the Premises totally or partially inaccessible or unusable, then Landlord shall diligently repair and restore the Premises and the Building to substantially the same condition they were in prior to such damage or destruction; provided, however, that if in Landlord's judgment such repair and restoration cannot be completed within ninety (90) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits), then Landlord shall have the right to terminate this Lease by giving written notice of termination within sixty (60) days Page 17 of 40 after the occurrence of such damage or destruction. If this Lease is terminated pursuant to this Article, then rent shall be apportioned (based on the portion of the Premises which is usable after such damage or destruction) and paid to the date of termination. If this Lease is not terminated as a result of such damage or destruction, then until such repair and restoration of the Premises are substantially complete, Tenant shall be required to pay Rent only for the portion of the Premises that is usable while such repair and restoration are being made. In the event Landlord elects to complete repairs, but fails to deliver the Premises to Tenant with substantially all repair/restoration work it is obligated to perform under this Article completed within one hundred eighty (180) days after the date of such casualty, and Landlord's receipt of applicable insurance proceeds and governmental permits pertaining thereto, Tenant shall have the right, to be exercised by notice in writing to the Landlord within thirty (30) days after expiration of such 180 day period, to elect to terminate this Lease,whereupon the Term shall terminate as of the date of the termination notice and Rent shall be adjusted as of such date. After receipt of all insurance proceeds (including proceeds of insurance maintained by Tenant), Landlord shall proceed with and bear the expenses of such repair and restoration of the Premises and the Building; provided, however, that if such damage or destruction was caused by the act or omission of Tenant or any Invitee,then Landlord shall not be required to repair or restore any of the original tenant improvements in the Premises,any Alterations or any other contents of the Premises (including Tenant's trade fixtures, decorations, furnishings, equipment or personal property) which shall be the sole responsibility of the Tenant to repair and/or replace, and Tenant shall promptly restore such tenant improvements, Alterations and other contents. Notwithstanding anything herein to the contrary, Landlord shall have the right to terminate this Lease if (1) insurance proceeds are insufficient to pay the full cost of such repair and restoration, (2)the holder of any Mortgage fails or refuses to make such insurance proceeds available for such repair and restoration, (3) zoning or other applicable Laws or regulations do not permit such repair and restoration, or (4) the damage to the Building exceeds twenty-five percent(25%)of the replacement value of the Building. ARTICLE XVIII CONDEMNATION 18.1 If one-third or more of the Premises, or the use or occupancy thereof, shall be taken or condemned by any governmental or quasi-governmental authority for any public or quasi-public use or purpose or sold under threat of such a taking or condemnation (collectively, "condemned"), then this Lease shall terminate on the day prior to the date title thereto vests in such authority and Rent shall be apportioned as of such date. If less than one-third of the Premises or occupancy thereof is condemned, then-this Lease shall continue in full force and effect as to the part of the Premises not so condemned, except that as of the date title vests in such authority Tenant shall not he required to pay Rent with respect to the part of the Premises so condemned. Notwithstanding anything herein to the contrary, if twenty-five percent (25%) or more of the Building is condemned, then whether or not any portion of the Premises is condemned, Landlord or Tenant shall have the right to terminate this Lease as of the date title vests in such authority. 18.2 All awards, damages and other compensation paid on account of such condemnation shall belong to Landlord, and Tenant assigns to Landlord all rights to such awards, damages and compensation. Tenant shall not make any claim against Landlord or such authority for any portion of such award, damages or compensation attributable to damage to the Premises, value of the unexpired portion of the Lease Term, loss of profits or goodwill, leasehold improvements or severance damages. Nothing contained herein, however, shall prevent Tenant from pursuing a separate claim against the authority for relocation expenses and for the value of furnishings, equipment and trade fixtures installed in the Premises at Tenant's expense and which Tenant is entitled pursuant to this Lease to remove at the expiration or earlier termination of the Lease Term, provided that such claim shall in no way diminish the award, damages or compensation payable to or recoverable by Landlord in connection with such condemnation. ARTICLE XIX DEFAULT 19.1 Each of the following shall constitute an "Event of Default": (a) Tenant's failure to make any payment of the Base Rent, Additional Rent or other sum within 5 days from written notice made by Landlord; (b)Tenant's failure to perform or observe any covenant or condition of this Lease not otherwise specifically described in this Section 19.1, and such failure continues for more than thirty (30) days after receiving written notice of the same from Landlord; (c)an Event of insolvency as specified in Article XX; (d)Tenant's dissolution or liquidation; (e) any Environmental Default as specified in Section 6.3 and such failure continues for more than thirty (30) days after receiving written notice of the same from Landlord; (f)Intentionally Deleted; or(g) a breach of any representation or warranty contained herein. 19.2 If there shall be an Event of Default (even if prior to the Rent Commencement Date), then the provisions of this Section shall apply. Landlord shall have the right, at its sole option,to terminate this Lease. In addition, with or without terminating this Lease, Landlord may re-enter,terminate Tenant's right of possession and take possession of the Premises. If necessary, Landlord may proceed to recover Page 18 of 40 possession of the Premises under applicable Laws, or by such other proceedings, including re-entry and possession, as may be applicable. If Landlord elects to terminate this Lease and/or elects to terminate Tenant's right of possession, everything contained in this Lease on the part of Landlord to be done and performed shall cease without prejudice, however, to Tenant's liability for all Rent specified herein and any other amounts owed by Tenant to Landlord. Whether or not this Lease and/or Tenant's right of possession is terminated, Landlord shall have the right, at its sole option, to terminate any renewal or expansion right or other options contained in this Lease and to grant or withhold any consent or approval pursuant to this Lease in its sole and absolute discretion. Landlord may relet the Premises or any part thereof, alone or together with other premises, for such term(s) and on such terms and conditions as Landlord, in its sole and absolute discretion, may determine,but Landlord shall not be liable for, nor shall Tenant's obligations hereunder be diminished by reason of, any failure by Landlord to relet all or any portion of the Premises or to collect any rent due upon such reletting. Whether or not this Lease is terminated or any suit is instituted, Tenant shall be liable for (a) any Rent, damages or other sum which may be due or sustained prior to such default, and for all costs, fees and expenses (including Professional Fees, brokerage fees, expenses incurred in placing the Premises in first-class rentable condition, advertising expenses, and any concessions or allowances granted by Landlord) incurred by Landlord in pursuit of its remedies hereunder and in recovering possession of the Premises and renting the Premises to others from time to time; and (b) should Landlord choose to exercise its option to accelerate the Rent through the remainder of the Lease Term, not to exceed a period of two (2) years of Rent, Tenant hereby acknowledging that Landlord has such right, and to that extent, all Rent shall be accelerated and become immediately due and payable hereunder (the "Rent Acceleration"). In the event of such Rent Acceleration, for purposes of calculating the amount of Operating Expenses due under the Lease for the remainder of the remainder of the Lease Term, (i) Operating Expenses shall be deemed to increase by five percent(5%) annually from and after the date of Default); and(c) should Landlord choose not to exercise the Rent Acceleration, an amount equal to the Rent which would have become due from the date of Tenant's Default through the remainder of the Lease Term, less the amount of rental, if any, which Landlord receives during such period from others to whom the Premises may be rented (other than any Additional Rent received by Landlord as a result of any failure of such other person to perform any of its obligations to Landlord), which amount shall be computed and payable in monthly installments, in advance, on the first day of each calendar month following Tenant's Default and continuing until the date on which the Lease Term would have expired but for Tenant's Default. Separate suits may be brought from time to time to collect any such damages for any month(s) (and any such separate suit shall not in any manner prejudice the right of Landlord to collect any damages for any subsequent months), or Landlord may defer initiating any such suit until after the expiration of the Lease Term (in which event such deferral shall not be construed as a waiver of Landlord's rights as set forth herein and Landlord's cause of action shall be deemed not to have accrued until the expiration of the Lease Term). 19.3 All rights and remedies of Landlord set forth in this Lease are cumulative and in addition to all other rights and remedies available to Landlord at law or in equity, including those available as a result of any anticipatory breach of this Lease. The exercise by Landlord of any such right or remedy shall not prevent the concurrent or subsequent exercise of any other right or remedy. No delay or failure by Landlord to exercise or enforce any of Landlord's rights or remedies or Tenant's obligations shall constitute a waiver of any such rights, remedies or obligations. Landlord shall not be deemed to have waived any default by Tenant unless such waiver expressly is set forth in a written instrument signed by Landlord. If Landlord waives in writing any default by Tenant, such waiver shall not be construed as a waiver of'any covenant, condition or agreement set forth in this Lease except as to the specific circumstances described in such written waiver. 19.4 If Landlord shall institute proceedings against Tenant and a compromise or settlement thereof shall be made, then the same shall not constitute a waiver of the same or of any other covenant, condition or agreement set forth herein, nor of any of Landlord's rights hereunder.Neither the payment by Tenant of a lesser amount than the monthly installment of Base Rent, additional rent or of any sums due hereunder nor any endorsement or statement on any check or letter accompanying a check for payment of rent or other sums payable hereunder shall be deemed an accord and satisfaction. Landlord may accept the same without prejudice to Landlord's right to recover the balance of such rent or other sums or to pursue any other remedy. Notwithstanding any request or designation by Tenant, Landlord may apply any payment received from Tenant to any payment then due. No re-entry by Landlord, and no acceptance by Landlord of keys from Tenant, shall be considered an acceptance of a surrender of this Lease unless expressly identified by Landlord in writing as an acceptance of a surrender. 19.5 If Tenant fails to make any payment to any third party or to do any act herein required to be made or done by Tenant, then Landlord may, but shall not be required to, make such payment or do such act. The taking of such action by Landlord shall not be considered a cure of such default by Tenant or prevent Landlord from pursuing any remedy it is otherwise entitled to in connection with such default. If Landlord elects to make such payment or do such act, then all expenses incurred by Landlord, plus interest thereon at a rate (the "Default Rate") equal to eighteen percent (18%) per annum from the date incurred by Landlord to the date of payment thereof by Tenant, shall constitute additional rent due Page 19 of 40 hereunder; provided, however, that nothing contained herein shall be construed as permitting Landlord to charge or receive interest in excess of the maximum rate then allowed by law. 19.6 If Tenant fails to make any payment of Base Rent, additional rent or any other sum on or before five (5) days after the date such payment is due and payable (without regard to any grace period specified in Section 19.1, if applicable, then Tenant shall pay to Landlord a late charge of four percent (4%) of the amount of such payment. In addition, if such payment is not paid within five (5) days from the date such payment is due and payable, such payment shall bear interest at,the Default Rate from the fifth (5th) day after such payment is due and payable until the date of payment thereof by Tenant; provided, however, that nothing contained herein shall be construed as permitting Landlord to charge or receive interest in excess of the maximum rate then allowed by law. Such late charge and interest shall constitute additional rent due hereunder without any notice or demand. Notwithstanding the forgoing, if Tenant fails to make any payment for Additional A/C and Heating Costs, as defined in Section 14.1, on or before thirty (30) days after the date such payment is due and payable, then Tenant shall pay to Landlord a late charge of Tenant of four percent (4%) of the amount of such payment and such payment shall bear interest at the Default Rate from the thirtieth (30th) day after such payment is due and payable until the date such payment or late fee, respectively, is paid in full by Tenant, provided, however, that nothing contained herein shall be construed as permitting Landlord to charge or receive interest in excess of the maximum rate then allowed by law. 19.7 If Tenant does not remove all of its personal property including,but not limited to,Tenant's furniture, fixtures, equipment, goods and chattels from the Premises ("Personal Property") upon abandonment or expiration or earlier termination of this Lease , then Tenant irrevocably surrenders possession, title, claim and interest to the Personal Property located within the Premises, and this Lease shall be considered a bill of sale conveying all of Tenant's Personal Property to Landlord. Landlord shall not be liable or responsible for storage or disposition or any accounting to the Tenant with respect to any and all Personal Property at any time. Landlord may remove any or all such items and dispose of the same in any manner including, without limitation, at Landlord's sole discretion, Landlord may sell any or all of such property at public or private sale, in such manner and at such times and places as Landlord, in its sole discretion, may deem proper. Landlord shall apply the proceeds of such sale to the amounts due Landlord from Tenant under this lease and for the costs of storage and the sale. 19.8 CITY OF MIAMI BEACH TERMINATION RIGHT. Provided that Tenant is not in default of any provisions of this Lease, beyond any applicable notice and cure periods, at the time of Tenant's exercise of its right, Tenant shall have the one-time right to terminate this Lease after the first Lease Year of the Term, by providing Landlord with one hundred eighty (180) days prior written notice of its election to terminate the Lease ("Termination Notice"). Such Termination Notice shall not be effective unless it be accompanied by a fee equal to the unamortized amount, as of the termination date, of the sum of: (i) the TI Allowance to the extent actually paid by Landlord, plus (ii) all brokerage commissions actually paid by Landlord in connection with the Lease, all amortized over the Term of the Lease(the"Termination Fee"). Landlord agrees to provide Tenant with a calculation of the Termination Fee within thirty(30)days after Landlord receives a written request therefor. 19.9 In the event that Tenant assigns or sublets this Lease to a non-governmental entity, if more than one natural person or entity shall constitute the assignee or sublessee, then the liability of each such person or entity shall be joint and several. If assignee or sublessee is a general partnership or other entity, the partners or members of which are subject to personal liability, then the liability of each such partner or member shall be joint and several. No waiver, release or modification of the obligations of any such person or entity shall affect the obligations of any other such person or entity. ARTICLE XX BANKRUPTCY 20.1 An "Event of Insolvency" is the occurrence with respect to any of Tenant, a Guarantor, if applicable, or any other person liable for Tenant's obligations hereunder(including any general partner of Tenant, only if applicable (a "General Partner")) of any of the following: (a) such person becoming insolvent, as that term is defined in Title I 1 of the United States Code (the "Bankruptcy Code") or under the insolvency laws of any state (the "Insolvency Laws"); (b) appointment of a receiver or custodian for any property of such person, or the institution of a foreclosure or attachment action upon any property of such person; provided, however, this subsection (b) is only applicable if the Tenant assigns or subleases this Lease to a non-governmental entity; (c) filing by such person of a voluntary petition under the provisions of the Bankruptcy Code or Insolvency Laws; (d) filing of an involuntary petition against such person as the subject debtor under the Bankruptcy Code or Insolvency Laws; (e) such person making or consenting to an assignment for the benefit of creditors or a composition of creditors, provided, however, this subsection (e) is only applicable if the Tenant assigns or subleases this Lease to a non-governmental entity; (f) such person submitting(either before or after execution hereof) to Page 20 of 40 Landlord any financial statement containing any material inaccuracy or omission or not paying its debts as and when the same come due, provided, however, this subsection (f) is only applicable if the Tenant assigns or subleases this Lease to a non-governmental entity; or.(g)a decrease by fifty percent (50%) or more of such person's net worth below the net worth of such person as of the date hereof, provided, however, this subsection (g) is only applicable if the Tenant assigns or subleases this Lease to a non- governmental entity. If Tenant assigns or subleases this Lease to a non-governmental entity, at any time upon not less than five (5) days' prior written notice, the Assignee or Sublessee shall submit such information concerning the financial condition of any such person as Landlord may request.The Assignee or Sublessee warrants that all such information heretofore and hereafter submitted is and shall be correct and complete. ARTICLE XXI SUBORDINATION 21.1 This Lease is automatically subject and subordinate to the lien, provisions, operation and effect of all mortgages, deeds of trust, ground leases or other security instruments which may now or hereafter-encumber the Building (collectively, "Mortgages"), to all funds and indebtedness intended to be secured thereby, and to all renewals, extensions, modifications, recastings or refinancings thereof This clause shall be self operative and no further instrument of subordination shall be required to effect the subordination of this Lease. The holder of any Mortgage to which this Lease is subordinate shall have the right(subject to any required approval of the holders of any superior Mortgage)at any time to declare this Lease to be superior to the lien, provisions, operation and effect of such Mortgage and Tenant shall execute, acknowledge and deliver all documents required by such holder in confirmation thereof. 21.2 Tenant shall at Landlord's request promptly execute any requisite or appropriate document confirming such subordination. Tenant appoints Landlord as Tenant's attorney in fact to execute any such document for Tenant. If this Lease is not extinguished upon any such transfer or by the transferee following a transfer by foreclosure, then, at the request of such transferee, Tenant shall attorn to such transferee and shall recognize such transferee as the landlord under this Lease. Tenant agrees that upon any such attornment, such transferee shall not be(a)bound by any payment of the Base Rent or additional rent more than one(I)month in advance, except prepayments in the nature of security for the performance by Tenant of its obligations under this Lease,hut only to the extent such prepayments have been delivered to such transferee, (b) bound by any amendment of this Lease made without the consent of the holder of each Mortgage existing as of the date of such amendment, (c) liable for damages for any breach, act or omission of any prior landlord, or(d) subject to any offsets or defenses which Tenant might have against any prior landlord; provided, however, that after succeeding to Landlord's interest under this Lease, such transferee shall agree to perform in accordance with the terms of this Lease all obligations of Landlord arising after the date of transfer. Within five (5) days after the request of such transferee, Tenant shall execute, acknowledge and deliver any requisite or appropriate document submitted to Tenant confirming such attornment. 21.3 After receiving notice from any person, firm or other entity that it holds a Mortgage on the Building, no notice from Tenant to Landlord alleging any default by Landlord shall be effective unless and until a copy of the same is given to such holder, trustee or ground lessor; provided, however, that Tenant shall have been furnished with the name and address of such holder, trustee or ground lessor. The curing of any of Landlord's defaults by such holder, trustee or ground lessor shall be treated as performance by Landlord. In addition to the time afforded the Landlord for the curing of any default, any such holder,trustee, or ground lessor shall have such additional time as may be necessary given the nature and extent of the default (including such time as may be necessary in order to foreclose the Mortgage and obtain possession of the Building after the expiration of the period allowed to the Landlord for the cure of any such default within which to cure such default so long as any such holder, trustee or ground lessor acts with reasonable diligence. ARTICLE XXII HOLDING OVER 22.1 Tenant acknowledges that it is extremely important that Landlord have substantial advance notice of the date on which Tenant will vacate the Premises, because Landlord will require an extensive period to locate a replacement tenant and because Landlord plans its entire leasing and renovation program for the Building in reliance on its lease expiration dates.Tenant also acknowledges that if Tenant fails to surrender the Premises or any portion thereof at the expiration or earlier termination of the Lease Term, then it will be conclusively presumed that the value to Tenant of remaining in possession, and the loss that will be suffered by Landlord as a result thereof, far exceed the Base Rent and Additional Rent that would have been payable had the Lease Term continued during such holdover period. Therefore, if Tenant (or anyone claiming through Tenant) does not immediately surrender the Premises or any portion thereof upon the expiration or earlier termination of the Lease Term, then Tenant shall automatically forfeit all rights to the security deposit then being held by Landlord pursuant to this Lease and the rent payable by Tenant hereunder shall be increased to equal the greater of(1) fair market rent for the entire Page 21 of 40 Premises, or(2) double the Base Rent, plus additional rent and other sums that would have been payable pursuant to the provisions of this Lease if the Lease Term had continued during such holdover period. Such rent shall be computed by Landlord and paid by Tenant on a monthly basis and shall be payable on the first day of such holdover period and the first clay of each calendar month thereafter during such holdover period until the Premises have been vacated. Notwithstanding any other provision of this Lease, Landlord's acceptance of such rent shall not in any manner adversely affect Landlord's other rights and remedies, including Landlord's right to evict Tenant and to recover all damages. Any such holdover shall be deemed to be a tenancy-at-sufferance and not a tenancy-at-will or tenancy from month-to-month. In no event shall any holdover be deemed a permitted extension or renewal of the Lease Term, and nothing contained herein shall be construed to constitute Landlord's consent to any holdover or to give Tenant any right with respect thereto. ARTICLE XXIII COVENANTS OF LANDLORD 23.1 Landlord covenants that it has the right to enter into this Lease, and that if Tenant shall perform timely all of its obligations hereunder, then, subject to the provisions of this Lease, Tenant shall during the Lease Term peaceably and quietly occupy and enjoy the full possession of the Premises without hindrance by Landlord or any party claiming through or under Landlord. 23.2 Landlord reserves the following rights: (a) to change the street address and name of the Building; (b) to change the arrangement and location of entrances, passageways, doors, doorways, corridors, elevators, stairs,toilets or other common areas and public parts of the Building; (c)to erect, use and maintain pipes, wires, structural supports, ducts and conduits in and through the Premises; (d)to grant to anyone the exclusive right to conduct any particular business in the Building; (e) to exclusively use and/or lease the roof areas, the sidewalks and other exterior areas; (f) to resubdivide the Land or to combine the Land with other lands; (g) to relocate any parking areas designated for Tenant's use and to restrict parking by tenants, their officers, agents and employees to employee parking areas; (h) if Tenant vacates the Premises prior to the expiration of the Lease Term, to make Alterations to or otherwise prepare the Premises for re-occupancy without relieving Tenant of its obligation to pay all Base Rent, additional rent and other sums due under this Lease through such expiration; (i) to construct improvements (including kiosks) on the Land and in the public and common areas of the Building; (j) to prohibit smoking in the entire Building or portions thereof (including the Premises), so long as such prohibitions are in accordance with applicable law; (k) if any excavation or other substructure work shall be made or authorized to be made upon land adjacent to the Building, to enter the Premises for the purpose of doing such work as is required to preserve the walls of the Building and to preserve the land from injury or damage and to support such walls and land by proper foundations; (1) to construct, maintain and operate the common areas; (m) to close all or any portion of said common areas to such extent as may, in the opinion of the Landlord's counsel, be legally sufficient to prevent dedication thereof or accrual of any rights therein to any person or the public; (n) to close temporarily all or any portion of the common areas; (o) to erect, remove, maintain, repair or replace improvements or buildings on the common areas and to lease such areas or improvements; (p) to grant tenants of the Building or other parties rights to use portions of the common areas (including sidewalks); (q) to enter into the Premises from time to time, upon providing Tenant with twenty-four hour notice (excluding in the event of an emergency), to the extent reasonably necessary to perform repairs to the Building Structure and Systems or any other part of the Building, and (r) to do and perform such other acts in and to said areas and improvements as, in the use of reasonable business judgment, Landlord shall determine to be advisable; provided that no such acts or changes shall permanently deny or materially interfere with reasonable ingress to, or egress from the Premises. In addition to the foregoing, Landlord shall have the unfettered right to close down or restrict access to all or any part of the common areas on a temporary basis to make such alterations, modifications or repairs to the Building as shall be advisable in Landlord's sole discretion. Landlord may exercise any or all of the foregoing rights without being deemed to be guilty of an eviction, actual or constructive, or a disturbance of Tenants business or use or occupancy of the Premises. ARTICLE XXIV INTENTIONALLY DELETED ARTICLE XXV GENERAL PROVISIONS 25.1 Tenant acknowledges that neither Landlord nor any broker, agent or employee of Landlord has made any representation or promise with respect to the Premises or the Building except as herein expressly set forth, and no right, privilege, easement or license is being acquired by Tenant except as herein expressly set forth. Page 22 of 40 25.2 Nothing contained in this Lease shall be construed as creating any relationship between Landlord and Tenant other than that of landlord and tenant. Tenant shall not use the name of the Building for any purpose other than as the address of the business to be conducted by Tenant in the Premises, use the name of the Building as Tenant's business address after Tenant vacates the Premises, or do or permit to be done anything in connection with Tenant's business or advertising which in the reasonable judgment of Landlord may reflect unfavorably on Landlord or the Building or confuse or mislead the public as to any apparent connection or relationship between Landlord, the Building and Tenant. The parties further acknowledge that the City of Miami Beach is entering into this Lease in its proprietary capacity, as a Tenant, and not in a regulatory capacity. 25.3 Tenant represents and warrants to Landlord that it has not employed or contacted any real estate broker, agent, salesman, finder or any other similar party regarding this transaction who may be entitled to a commission, To the extent allowable, and further subject to the limitation on the Tenant's liability, as set forth in Section 768.28, Florida Statutes, Tenant shall indemnify and hold Landlord harmless from any and all real estate commissions, claims for such commissions or similar fees, including reasonable attorneys' fees incurred in any lawsuit regarding any commissions or fees arising out of a breach of the foregoing representation and warranty (collectively, "Claims"). The provisions of this Paragraph shall survive the expiration or the earlier termination of this Lease. Landlord represents and warrants to Tenant that it has not employed or contacted or dealt with any real estate broker, agent, salesman, finder or any other similar party regarding this transaction who may be entitled to a commission except Broker, as defined in Section 1.10 of this Lease, to whom Landlord shall pay a commission pursuant to the terms of a separate written agreement by and between Landlord and one or more of the Broker. Landlord shall indemnify, defend and hold Tenant free and harmless from any and all real estate commissions, claims for such commissions or similar fees, including reasonable attorneys' fees incurred in any lawsuit regarding any commissions or fees arising out of a breach of the foregoing representation and warranty (collectively, "Claims"). The provisions of this Paragraph shall survive the expiration or the earlier termination of this Lease. 25.4 At any time and from time to time, upon not less than fifteen(15) days'prior written notice, Tenant and each subtenant, assignee, licensee or concessionaire or occupant of Tenant shall execute, acknowledge and deliver to Landlord and/or any other person or entity designated by Landlord, a written statement certifying: (a) that this Lease is unmodified and in full force and effect (or if there have been modifications, that this Lease is in full force and effect as modified and stating the modifications); (b) the dates to which the rent and any other charges have been paid; (c) whether or not Landlord is in default in the performance of any obligation, and if so, specifying the nature of such default in detail; (d)the address to which notices to Tenant are to be sent; (e) that this Lease is subject and subordinate to all Mortgages encumbering the Building; (1) that Tenant has accepted the Premises and that all work thereto has been completed (or if such work has not been completed, specifying the incomplete work); (g) the amount of any security deposit held by Landlord; (h) whether or not there exist any defenses or claims against the enforcement of any right or remedy of Landlord, or any duty or obligation of Tenant hereunder (and, if so, specifying the same in detail); and (i) such other matters as Landlord may reasonably request. Any such statement may be relied upon by any owner of the Building, any prospective purchaser of the Building, any holder or prospective holder of a Mortgage or any other person or entity. Tenant acknowledges that time is of the essence to the delivery of such statements and that Tenant's failure to deliver timely such statements may cause substantial damages resulting from, for example, delays in obtaining financing secured by the Building. In such event, Tenant agrees to pay Landlord as liquidated damages therefor(and in addition to all equitable remedies available to Landlord)an amount equal to One Hundred Fifty Dollars ($150.00), as Rent,per day for each day that Tenant fails to deliver such certificate to Landlord after the expiration of such fifteen (15) day period. If any such statement is not delivered timely by Tenant, then all matters contained in such statement shall be deemed true and accurate and Tenant's failure irrevocably constitutes and appoints Landlord as its attorney in fact to execute and deliver the statement to any third party. 25.5 LANDLORD, TENANT, ALL GUARANTORS AND ALL GENERAL PARTNERS EACH WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT IN CONNECTION WITH ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT HEREUNDER, TENANT'S USE OR OCCUPANCY OF THE PREMISES, AND/OR ANY CLAIM OF INJURY OR DAMAGE. TENANT CONSENTS TO SERVICE OF PROCESS AND ANY PLEADING RELATING TO ANY SUCH ACTION AT THE PREMISES; PROVIDED, HOWEVER, THAT NOTHING HEREIN SHALL BE CONSTRUED AS REQUIRING SUCH SERVICE AT THE PREMISES. LANDLORD, TENANT, ALL GUARANTORS AND ALL GENERAL PARTNERS EACH WAIVES ANY OBJECTION TO THE VENUE OF ANY ACTION FILED IN ANY COURT SITUATED IN THE JURISDICTION IN WHICH THE BUILDING IS LOCATED, AND WAIVES ANY RIGHT, CLAIM OR POWER, UNDER THE DOCTRINE OF FORUM NON CONVENIENS OR OTHERWISE, TO TRANSFER ANY SUCH ACTION TO ANY OTHER COURT. Page 23 of 40 25.6 All notices or other communications required under this Lease shall be in writing and shall be deemed duly given and received when delivered in person (with receipt therefor), when sent by facsimile (with confirmation therefor) on the next business day after deposit with a recognized overnight delivery service, or on the fifth (5th) day after being sent by certified mail, return receipt requested, postage prepaid, to the following addresses: (a) if to Landlord, at the Landlord Notice Address specified in Article I; (b) if to Tenant, at the Tenant Notice Address specified in Article I. Either party may change its address for the giving of notices by notice given in accordance with this Section. 25.7 Each provision of this Lease shall be valid and enforceable to the fullest extent permitted by law. If any provision of this Lease or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, then such provision shall be deemed to be replaced by the valid and enforceable provision most substantively similar to such invalid or unenforceable provision, and the remainder of this Lease and the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby. Nothing contained in this Lease shall be construed as permitting Landlord to charge or receive interest in excess of the maximum rate allowed by law. . 25.8 Feminine, masculine or neuter pronouns shall be substituted for those of another form, and the plural or singular shall be substituted for the other number, in any place in which the context may require such substitution. It is also agreed that nonspecific words, phrases or clauses used herein shall be taken or construed to control, limit or cut down the scope or meaning of any general words, phrases or clauses used in connection therewith. Wherever the word "including" appears in this Lease, it shall be deemed to mean"including but not limited to." 25.9 The provisions of this Lease shall be binding upon and inure to the benefit of the parties and each of their respective representatives, successors and assigns, subject to the provisions herein restricting assignment or subletting. 25.10 This Lease contains and embodies the entire agreement of the parties hereto and supersedes all prior agreements, negotiations, letters of intent, proposals, representations, warranties, understandings and discussions between the parties hereto. Any representation, inducement, warranty, understanding or agreement that is not contained in this Lease shall be of no force or effect. This Lease may be modified or changed in any manner only by an instrument signed by both parties. This Lease includes and incorporates all Exhibits attached hereto. 25.11 This Lease shall be governed by the Laws of the jurisdiction in which the Building is located. There shall be no presumption that this Lease be construed more strictly against the party who itself or though its agent prepared it, it being agreed that all parties hereto have participated in the preparation and review of this Lease and that each party had the opportunity to consult legal counsel before the execution of this Lease. 25.12 Headings are used for convenience and shall not be considered when construing this Lease. 25.13 TIME IS OF THE ESSENCE with respect to each of Tenant's obligations hereunder. 25.14 This Lease maybe executed in multiple counterparts, each of which shall be deemed an original and all of which together constitute one and the same document. Faxed signatures shall have the same binding effect as original signatures. 25.15 This Lease shall not be recorded. 25.16 Landlord reserves the right to make reasonable changes and modifications to the plans and specifications for the Building without Tenant's consent, provided such changes or modifications do not materially and adversely change the character of the Building. 25.17 Except as otherwise provided in this Lease, any additional rent or other sum owed by Tenant to Landlord, and any cost, expense, damage or liability incurred by Landlord for which Tenant is liable, shall be considered additional rent payable pursuant to this Lease to be paid by Tenant no later than ten(10)days after the date Landlord notifies Tenant of the amount thereof. 25.18 Tenant's and Landlord's liabilities and obligations with respect to the period prior to the expiration or earlier termination of the Lease Term shall survive such expiration or earlier termination. 25.19 If either Landlord or Tenant is in any way delayed or prevented from performing any of its obligations under this Lease (except with respect to the payment of any sums due under this Lease, including, without limitation, Rent and any additional Rent payments), due to fire, act of God, governmental act or failure to act, strike, labor dispute, inability to procure materials, or any cause beyond Page 24 of 40 Landlord's reasonable control (whether similar or dissimilar to the foregoing events), then the time for performance of such obligation shall be excused for the period of such delay or prevention and extended for a period equal to the period of such delay, interruption or prevention. 25.20 Landlord's review, approval, supervisory, and consent powers(including the right to review plans, specifications and construction requirements) are for its benefit only, Such review, approval, supervision or consent (or conditions imposed in connection therewith) shall be deemed not to constitute a representation concerning legality, safety or any other matter. 25.21 The deletion of any printed, typed or other portion of this Lease shall not evidence the parties' intention to contradict such deleted portion. Such deleted portion shall be deemed not to have been inserted in this Lease. 25.22 At the expiration or earlier termination of the Lease Terns,Tenant shall deliver to Landlord all keys and security cards to the Building and the Premises, whether such keys were furnished by Landlord or otherwise procured by Tenant, and shall inform Landlord of the combination of each lock, safe and vault, if any, in the Premises. 25.23 The person executing and delivering this Lease on Tenant's behalf represents and warrants that he or she is duly authorized to so act; that Tenant is duly organized, is qualified to do business in the jurisdiction in which the Building is located, is in good standing under the Laws of the state of its organization and the Laws of the jurisdiction in which the Building is located, and has the power and authority to enter into this Lease; and that all action required to authorize Tenant to enter into this Lease has been duly taken. r- 25.24 Any elimination or shutting off of light, air, or view by any structure which may be erected on lands adjacent to the Building shall in no way affect this Lease or impose any liability on Landlord. 25.25 Intentionally Deleted. 25.26 Intentionally Deleted. 25.27 In the event that Landlord or Tenant files a lawsuit to enforce its rights or remedies under this Lease or successfully defends a lawsuit against the other party,the prevailing party shall be entitled to collect any reasonable third party costs and expenses (including professional fees) in connection with said prosecution or defense. As such, if Landlord is the prevailing party, said costs and professional fees shall be deemed to be additional rent and shall be repaid to Landlord by Tenant upon demand. In no event shall Landlord or Tenant be liable for indirect, consequential, or punitive damages or for damages based on lost profits. 25.28 For purposes of this Lease, all references to "professional fees" shall mean certain professional expenses (including, reasonable attorneys' and other consultants fees, disbursements, actual costs and court costs) incurred by Landlord or Tenant in connection with this Lease, including in connection with an Event of Insolvency. 25.29 THE SUBMISSION OF AN UNSIGNED COPY OF THIS DOCUMENT TO TENANT SHALL NOT CONSTITUTE AN OFFER OR OPTION TO LEASE THE PREMISES. THIS LEASE SHALL BECOME EFFECTIVE AND BINDING ONLY UPON EXECUTION AND DELIVERY BY BOTH LANDLORD AND TENANT. THIS LEASE WILL BE NULL AND VOID, AND OF NO FURTHER FORCE AND EFFECT IF NOT FULLY EXECUTED BY BOTH LANDLORD AND TENANT BY MAY 23, 2016. ARTICLE XXVI INTENTIONALLY DELETED ARTICLE XXVII REIT REPRESENTATION 27.1 The Landlord and the Tenant hereby agree that it is their intent that all minimum rent, and all other additional rent and any other rent and charges payable to the Landlord under this Lease (hereinafter individually and collectively referred to as "Rent") shall qualify as "rents from real property" within the meaning of Sections 512(b)(3) and 856(d) of the Internal Revenue Code of 1986, as amended, (the "Code") and the U.S. Department of the Treasury Regulations promulgated thereunder (the "Regulations"). In the event that(i)the Code or the Regulations, or interpretations thereof by the Internal . Revenue Service contained in revenue rulings or other similar public pronouncements, shall be changed so that any Rent no longer so qualifies as "rent from real property" for purposes of either said Section 512(b)(3) or Section 856(d)or(ii)the Landlord, in its sole discretion, determines that there is any risk that Page 25 of 40 all or part of any Rent shall not qualify as "rents from real property" for the purposes of either said Sections 512(b)(3)or 856(d),Tenant agrees to cooperate with Landlord and enter into such amendment or amendments to this Lease as Landlord deems necessary to qualify all Rent as "rents from real property," provided, however,that (A) any amendment required under this section shall be made so as to produce, to the extent possible, the equivalent (in economic terms)Rent as payable before the amendment, and (B) in the event that Landlord determines that an amendment cannot produce economically equivalent Rent as described in clause (A), the Rent payable under any such amendment shall not be any less favorable to Tenant than the Rent payable under this Lease immediately prior to such amendment. The parties agree to execute such further commercially reasonable instrument as may reasonably be required by the Landlord in order to give effect to the foregoing provisions of this Section 27.1. 27.2 No Rent payable under this Lease may be attributable to personal property unless (i) such personal property is leased under, or in connection with, the lease of real property hereunder, and (ii) the Rent attributable to the personal property for each taxable year does not exceed 15% of the total Rent for the taxable year attributable to both the real and personal property leased under or in connection with this Lease. 27.3 Tenant represents and warrants that Tenant is neither a PNC Entity, an ML & Co. Entity, a BoA Entity or a BlackRock Entity(each as hereinafter defined)nor an Affiliate(as hereinafter defined) of a PNC Entity, an ML & Co. Entity, a BoA Entity or a BlackRock Entity. Tenant covenants that Tenant will not become a PNC Entity, a ML& Co. Entity, a BoA Entity or a BlackRock Entity or an Affiliate of a PNC Entity, an ML & Co. Entity, a BoA Entity or a BlackRock Entity. Tenant further agrees that without [Landlord's] prior written consent, which consent may be withheld in its sole and absolute discretion, Tenant will not assign this Lease or sublease all or any portion of the Premises to a PNC Entity, an ML & Co. Entity, a BoA Entity or a BlackRock Entity or an Affiliate of a PNC Entity, an ML & Co. Entity, a BoA Entity or a BlackRock Entity. As used herein, (a) "BlackRock Entity" means BlackRock, Inc. and any entity controlling, controlled by or under common control with BlackRock, Inc. (and the parties agree that this definition shall include any institutional fund managed by a BlackRock Entity), (b) "ML & Co." means Merrill Lynch & Co., Inc., a Delaware corporation, (c) "ML & Co. Entity" means ML & Co. and any entity controlling, controlled by or under common control with ML & Co. (and the parties agree this definition shall include any institutional fund managed by an ML & Co. Entity), (d) "PNC" means The PNC Financial Services Group, Inc., a Pennsylvania corporation, (e) "PNC Entity" means PNC and any entity controlling, controlled by or under common control with PNC (and the parties agree this definition shall include any institutional fund managed by a PNC Entity), (I) "BoA" means Bank of America NA, a national association, and (g) "BoA Entity" means BoA and any entity controlling, controlled by or under common control with BoA (and the parties agree this definition shall include any institutional fund managed by a BoA Entity). Additionally, as used in this Paragraph, the term "Affiliate" shall mean any Person who directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with such Person and the term "Person" shall mean any individual, general partnership, limited partnership, corporation, limited liability company, limited liability partnership, joint venture, trust, business trust, cooperative or association or other comparable business entity, and the heirs, executors, administrators, legal representatives, successors and assigns of any of the foregoing where the context so permits. ARTICLE XXVIII PATRIOT ACT Tenant represents, warrants and covenants that neither Tenant nor any of its partners, officers, directors, members or shareholders (i) is listed on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Asset Control, Department of the Treasury ("OFAC") pursuant to Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001)("Order)and all applicable provisions of Title III of the USA Patriot Act (Public Law No. 107-56 (October 26, 2001)); (ii) is listed on the Denied Persons List and Entity List maintained by the United States Department of Commerce; (iii)is listed on the List of Terrorists and List of Disbarred Parties maintained by the United States Department of State, (iv)is listed on any list or qualification of"Designated Nationals" as defined in the Cuban Assets Control Regulations 31 C.F.R. Part 515; (v) is listed on any other publicly available list of terrorists, terrorist organizations or narcotics traffickers maintained by the United States Department of State, the United States Department of Commerce or any other governmental authority or pursuant to the Order, the rules and regulations of OFAC (including without limitation the Trading with the Enemy Act, 50 U.S.C. App. 1-44; the International Emergency Economic Powers Act, 50 U.S.C. §§ I701-06; the unrepealed provision of the Iraq Sanctions Act, Publ.L. No. 101-513; the United Nations Participation Act, 22 U.S.C. § 2349 as-9; The Cuban Democracy Act, 22 U.S.C. §§ 60-01-10; The Cuban Liberty and Democratic Solidarity Act, 18.U.S.C. §§ 2332d and 233; and The Foreign Narcotic Kingpin Designation Act, Publ. L. No. 106-120 and 107-108, all as may be amended from time to time); or any other applicable requirements contained in any enabling legislation or other Executive Orders in respect of the Order (the Order and such other rules, regulations, legislation or orders are collectively called the "Orders"); (vi) is engaged in activities prohibited in the Orders; or(vii) has been convicted,pleaded nolo contendere, indicted, arraigned or custodially detained on charges involving money laundering or Page 26 of 40 predicate crimes to money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes or in connection with the Bank Secrecy Act(31 U.S.C. §§ 5311 et. seq.). ARTICLE XXIX OPTION TO RENEW Provided that: 1)Tenant is in good standing at the time the option term is scheduled to commence and 2) Tenant has not assigned its rights under this Lease in whole or in part or sublet all or any portion of the Premises without the written consent of the Landlord, then Tenant, through its City Manager, shall have the option, to be exercised by written notice to Landlord at least two hundred eighty five (285) days prior to the expiration of the original Term of this Lease, to renew this Lease for one (1) additional term of three (3) years (the "First Renewal Term"), and then one (1) additional term of three (3) years (the "Second Renewal Term")upon the terms and conditions provided in the Lease. Notwithstanding the foregoing, however, the monthly Minimum Base Rent payable during the Renewal Terms shall be at the prevailing"Market Rate"as hereafter determined. There shall be no further right to renew or otherwise extend the term of the Lease after the Second Renewal Term. Notwithstanding the foregoing, if Tenant fails or is unable to exercise the option to renew for the First Renewal Term, the option to renew for the Second Renewal Term shall become void. "Market Rate" shall mean the Minimum Base Rent that Landlord should reasonably be able to obtain for the Premises effective the first day of the Renewal Term, which in no event shall be less than the Minimum Base Rent in effect for the last month of the Lease Term, subject to Tenant's right to rescind the option term exercised, as set forth herein. Said Market Rate shall be based on the prevailing market rate for a Comparable Use to Tenant's use and other relevant factors including but not limited to size, location, and condition. A"Comparable Use" shall be defined as Tenant's Use as set forth in Article VI herein. Landlord agrees to provide written notice of its determination of Market Rate within forty-five (45) days after Tenant exercises its option to extend the term. Landlord's failure to notify Tenant within the forty- five(45)days shall not be a waiver of Landlord's rights hereunder. Pending Landlord's determination of the Market Rate or the resolution of any dispute the parties agree to use, as provisional Minimum Base Rent for the beginning of the Renewal Term, monthly installments equal to 110% of the Minimum Base Rent in effect for the last twelve (12) months of the then expiring Initial Term. Tenant, through its City Manager, shall have sixty (60) days to object to Landlord's determination of the Market Rate and to provide Landlord with its determination of Market Rate, or rescind the option term exercised, without any liability to Tenant. Tenant shall have the right to rescind the option term exercised, without any liability to Tenant, commencing from the time Tenant notifies Landlord until sixty (60) days after Landlord provides Tenant with the determination of the Market Rate. Should Tenant fail to: (1) object to the Market Rate and provide Landlord with its determination within this time period or (2) rescind the option term exercised, Tenant shall be deemed to have approved the Market Rate determined by Landlord. If Tenant objects to the Market Rate and Landlord and Tenant fail to reach an agreement within ninety (90) days after Landlord's determination of the Market Rate, then the Market Rate shall be determined as follows: Each party shall appoint, within ten (10) days, a real estate appraiser ("Appraiser") who has been active during the last five years doing appraisals of office properties in the area in which the Premises are located. Should either party fail to appoint an Appraiser within this time period, the Appraiser timely appointed shall reach a decision and that decision shall be binding on Landlord and Tenant. The two (2) Appraisers shall appoint a third Appraiser within five (5) days of their appointment, who shall be qualified under the same criteria set forth above. The three (3) Appraisers shall, within ten (10) days of the 3rd Appraiser's appointment, reach a decision as to the Market Rate, which shall not be more than Landlord's rate or less than Tenant's rate and shall notify the parties of their decision by providing the parties with a written report and explanation of their findings. The decision of the majority of the three(3)Appraisers shall be binding upon Landlord and Tenant. All costs of the Appraisers shall be shared equally by Landlord and Tenant. Page 27 of 40 Notwithstanding anything contained herein to the contrary, Tenant acknowledges that the determination of Market Rate shall not commence until and unless Tenant exercises its renewal option. Provided, however, that in the event Tenant exercises its renewal option, Landlord may at its sole discretion, provide Tenant, and Tenant shall execute, a new Lease or amendment reflecting the extended Term of the Lease. Should Tenant fail or refuse to execute such new Lease or amendment and the term of the Lease has expired, Tenant's monthly Minimum Base Rent shall be equal to twice (2) times the monthly Minimum Base Rent in effect during the last month of the Initial Term. The foregoing renewal option shall no longer be available and shall automatically cease to exist, upon the occurrence of any of the following: (1) the expiration or sooner termination of the Lease, or (2) any assignment of the Lease, subletting of the Premises (or any part thereof) or other transfer without the written consent of the Landlord. ARTICLE XXX RIGHT OF FIRST OFFER Section 1. Subject to the conditions and exceptions mentioned below, Landlord agrees that during the Initial Term of this Lease and any extensions thereof Landlord will not execute any lease for any space on the eighth (8th) floor of the Building ("First Offer Space") before first offering Tenant the right to lease said First Offer Space on the same terms and conditions of this Lease and conterminously with the Lease Term. This Right of First Offer shall contain a copy of Landlord's proposed Lease amendment setting forth the terms and conditions set forth in Section 4 herein. If, within ten (10) days (contingent upon approval by the City Commission within forty-five (45) days from acceptance) of Landlord's offer in writing of the First Offer Space to Tenant, Tenant fails to respond to such offer or elects not to enter into a lease for the First Offer Space, this Right of First Offer shall automatically cease and be of no further force or effect, Notwithstanding the foregoing,the Right of First Offer described above shall apply only as long as all of the following conditions exist at the time of the Right of First Offer: a)Tenant is occupying the Premises doing business in the manner permitted by this Lease; b)Tenant is current with all rentals and other charges prescribed in this Lease; c)Tenant is not in default with regard to any obligations prescribed in this Lease; d) Tenant has not assigned its interest under the Lease in whole or in part or sublet all or any portion of the Premises without the written consent of the Landlord; and e)No other tenant is occupying the First Offer Space in accordance with the terms of their Lease as written prior to the execution of this Lease. Upon the failure of one or more of the above conditions, the Right of First Offer shall automatically cease and shall thereafter be of no further force or effect,without the necessity of any formal notice. Section 2: Tenant, through its City Manager, may accept Landlord's offer by delivering to Landlord an acceptance (hereinafter called "Tenant's Acceptance") of such offer within ten (10) days after Landlord makes the offer, provided, however, Tenant's Acceptance shall be conditioned on the approval by the City of Miami Beach Commission within forty five (45) days of the date of such Tenant's Acceptance. TIME SHALL BE OF THE ESSENCE with respect to both the giving of Tenant's Acceptance and the City of Miami Beach Commission's approval of such acceptance. If Tenant does not accept (or fails to timely accept) an offer made by Landlord pursuant to the provisions of this Section with respect to the First Offer Space and the City of Miami Beach does not timely approve (or fails to provide approval) of Tenant's Acceptance, then Landlord shall be free to lease the First Offer Space to third parties on any terms. Section 3: Tenant must accept all First Offer Space offered by Landlord if it desires to accept any of such First Offer Space and may not exercise its right with respect to only part of such space. Section 4: In the event that Tenant exercises its rights to any First Offer Space and the Miami Beach Commission also approves such acceptance pursuant to this Article, then the parties shall execute the amendment to the Lease, as proposed by Landlord and approved by Tenant, which(i) adds the First Offer Space to the Lease, (ii) reflects the amount of the Minimum Base Rent for the First Office Space at the prevailing"Market Rate", as defined below, and (iii)memorializes that the term of the First Office Space runs contemporaneously with this Lease Term. The monthly Minimum Base Rent payable for the First Offer Space shall be at the prevailing "Market Rate" as hereafter determined. "Market Rate" shall mean the Minimum Base Rent that Landlord should reasonably be able to obtain for the Premises on the date of the City of Miami Beach Commission's approval of Tenant's Acceptance of the First Offer Space, which in no event shall be less than the Minimum Base Rent in effect for the last month before the City of Miami Beach Page 28 of 40 Commission's approval of Tenant's Acceptance of such First Offer Space.. Said Market Rate shall be based on the prevailing market rate for a Comparable Use to Tenant's use and other relevant factors including but not limited to size, location, and condition. A "Comparable Use" shall be defined as Tenant's Use as set forth in Article VI herein. Landlord agrees to provide written notice of its determination of Market Rate within forty-five (45) days after the date of Tenant's Acceptance of the First Offer Space. Landlord's failure to notify Tenant within the forty-five(45) days shall not be a waiver of Landlord's rights hereunder. Pending Landlord's determination of the Market Rate or the resolution of any dispute the parties agree to use, as provisional Minimum Base Rent for the beginning of the First Office Space Term, monthly installments equal to 110% of the Minimum Base Rent in effect for the last twelve (12) months before Tenant's Acceptance of the First Offer Space. Tenant shall have sixty(60) days to object to Landlord's determination of the Market Rate and to provide Landlord with its determination of Market Rate, or rescind Tenant's Acceptance of the First Offer Space, without any liability to Tenant. Tenant shall have the right to rescind Tenant's Acceptance of the First Offer Space, without any liability to Tenant, commencing from the time Tenant notifies Landlord of its Acceptance until sixty (60) days after Landlord provides Tenant with the determination of the Market Rate. Should Tenant fail to: (1) object to the Market Rate and provide Landlord with its determination or (2) rescind Tenant's Acceptance of the First Offer Space within this time period, Tenant shall be deemed to have approved the Market Rate determined by Landlord. If Tenant objects to the Market Rate and Landlord and Tenant fail to reach an agreement within ninety (90) days after Landlord's determination of the Market Rate, then the Market Rate shall be determined as follows: Each party shall appoint, within ten (10) days, a real estate appraiser ("Appraiser") who has been active during the last five years doing appraisals of office properties in the area in which the Premises are located. Should either party fail to appoint an Appraiser within this time period, the Appraiser timely appointed shall reach a decision and that decision shall be binding on Landlord and Tenant. The two (2) Appraisers shall appoint a third Appraiser within five (5) days of their appointment, who shall be qualified under the same criteria set forth above. The three (3) Appraisers shall, within ten (10) days of the 3rd Appraiser's appointment, reach a decision as to the Market Rate, which shall not be more than Landlord's rate or less than Tenant's rate and shall notify the parties of their decision by providing the parties with a written report and explanation of their findings. The decision of the majority of the three(3)Appraisers shall be binding upon Landlord and Tenant. All costs of the Appraisers shall be shared equally by Landlord and Tenant. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK, SIGNATURE PAGE TO FOLLOW] Page 29 of 40 IN WITNESS WHEREOF,Landlord and Tenant have executed this Lease under seal as of the day and year first above written. Witness: Landlord: Beach Tower, LLC a Delaware limited liability company By: Gables Beach Tower, LLC, a Delaware limited liability company, its managing member By: Gables Beach Tower, Ltd., a Florida limited partnership, its managing member By: Gables Beach, Inc., a Florida corporation, is general partner j,),‘....Auti By: r� Stephen H. Bittel,Pres %', t Name: a muoue, _ A.- 11oa iirri'�.1-_, t. ' Date: 1[ '-i Rip Tenant: The City of .. t d ach,a Florida municipal 1 ,1 corporation,' , 1 1D B 1/' '' ' sin p y• ''J Print Name Rafael E. Granado Cit_C erk PrintN., e.. Philip Levine ��_�. _ Its/ ayor Print Name: -/( /i .4'rC///D Date: — / /^,1 ,, 1 _ ,,,. ....- 1%, #vi\\ B 571.*"' -p',, APPROVED AS TO • el r -s ` FORM & LANGUAGE INCORP ORATED= -) & F R EXECUTION 1 ... 4 , ..-.. IN--/--/' ;(...----• 1 h • ,, N--'f' City Attorney Dote kit. • Page 30 of 40 EXHIBIT B TENANT'S WORK Tenant, at Tenant's sole cost and expense, shall complete the following work ("Tenant's Work"), including all requisite soft and hard costs, as more particularly set forth below: 1. The design/architectural, engineering, and permitting costs; 2. Re-demise the Premises into two separate suites (i.e. Suite numbers 801 and 802) with a new demising fire compliant wall; 3. Purchase/construct and/or install: interior partitions; doors; lighting fixtures and electrical receptacles per Tenant improvement permit drawings; interior storefront windows and related wall assemblies; custom millwork; window treatments; and specialty flooring; and 4. Telephone/computer equipment and wiring. Page 32 of 40 EXHIBIT C RULES AND REGULATIONS This Exhibit is attached to and made a part of that certain Lease Agreement dated as of (the "Lease"), by and between BEACH TOWER, LLC, a Delaware limited liability company ("Landlord"), and The City of Miami Beach, a Florida municipal corporation ("Tenant"). The following rules and regulations have been formulated for the safety and wellbeing of all tenants of the Building. Strict adherence to these rules and regulations is necessary to guarantee that every tenant will enjoy a safe and undisturbed occupancy of its premises. Any violation of these rules and regulations by Tenant shall constitute a default by Tenant under the Lease. ALL TENANTS. The following rules shall be applicable to all tenants of the Building: 1. Tenant shall not obstruct or encumber or use for any purpose other than ingress and egress to and from the Premises any sidewalk, entrance, passage, court, elevator, vestibule, stairway, corridor, hall or other part of the Building not exclusively occupied by Tenant. No bottles, parcels or other articles shall he placed, kept or displayed on window ledges, in windows or in corridors, stairways or other public parts of the Building. 2. Landlord shall have the right to control and operate the public portions of the Building and the facilities furnished for common use of the tenants, in such manner as Landlord deems best for the benefit of the tenants generally. Tenant shall not permit the visit to the Premises of persons in such numbers or under such conditions as to interfere with the use and enjoyment of the entrances, corridors, elevators and other public portions or facilities of the Building by other tenants. Tenant shall coordinate in advance with Landlord's property management department all deliveries to the Building so that arrangements can be made to minimize such interference, Tenant shall not permit its employees and invitees to congregate in the elevator lobbies or corridors of the Building. 3. Tenant shall not attach, hang or use in connection with any window or door of the Premises any drape, blind, shade or screen, without Landlord's prior written consent. All awnings, drapes projections, curtains, blinds, shades, screens and other fixtures shall be of a quality, type, design and color, and shall be attached in a manner, approved in writing by Landlord. Any Tenant-supplied window treatments shall be installed behind Landlord's standard window treatments so that Landlord's standard window treatments will he what are visible to persons outside the Building. Tenant shall not place any showcase,mat or other article in any part of the Premises. 4. Tenant shall not use the water fountains, water and wash closets, and plumbing and other fixtures for any purpose other than those for which they were constructed, and Tenant shall not place any debris, rubbish, rag or other substance therein (including coffee grounds). All damages from misuse of fixtures shall be borne by the tenant causing same. 5. Tenant shall not construct, maintain, use or operate within the Premises any electrical device, wiring or apparatus in connection with a loudspeaker system or other sound system, in connection with any excessively bright, changing, flashing, flickering or moving light or lighting device, or in connection with any similar device or system, without Landlord's prior written consent. Tenant shall not construct, maintain, use or operate any such device or system outside of its Premises or within such Premises so that the same can he heard or seen from outside the Premises. No flashing, neon or searchlights shall be used which can be seen outside the Premises. 6. Tenant shall not bring any bicycle, vehicle, animal, bird or pet of any kind into the Building, except service animals, such as seeing-eye or hearing-ear dogs, assisting persons with disabilities using the Premises. 7. Except as specifically provided to the contrary in the Lease, Tenant shall not cook or permit any cooking on the Premises, except for microwave cooking and use of coffee machines by Tenant's employees for their own consumption. Tenant shall not install any microwave oven or coffee machine in the Premises without Landlords prior written approval of such equipment and its location within the Premises, which approval is hereby granted by Landlord provided that such equipment is of a type and size appropriate for the personal use of employees of Tenant within the Premises. Tenant shall not cause or permit any unusual or objectionable odor to be produced upon or emanate from the Premises. 8. Tenant shall not make any unseemly or disturbing noise or disturb or interfere with occupants of the Building. Page 33 of 40 9. Tenant shall not place on any floor a load exceeding the floor load per square foot, which such floor was designed to carry. Landlord shall have the right to prescribe the weight, position and manner of installation of safes and other heavy equipment and fixtures. Landlord shall have the right to repair at Tenant's expense any damage to the Premises or the Building caused by Tenant's moving property into or out of the Premises or due to the same being in or upon the Premises or to require Tenant to do the same. Tenant shall not receive into the Building or carry in the elevators any safes, freight, furniture, equipment or bulky item except as approved by Landlord, and any such furniture, equipment and bulky item shall he delivered only through the designated delivery entrance of the Building and the designated freight elevator at designated times. Tenant shall remove promptly from any sidewalk adjacent to the Building any furniture, furnishing, equipment or other material there delivered or deposited for Tenant. 10. Tenant shall not place additional locks or bolts of any kind on any of the doors or windows, and shall not make any change in any existing lock or locking mechanism therein, without Landlord's prior written approval. Tenant shall keep doors leading to a corridor or main hall closed at all times except as such doors may be used for ingress or egress and shall lock such doors during all times the Premises are unattended. Tenant shall, upon the termination of its tenancy: (a) restore to Landlord all keys and security cards to stores, offices, storage rooms, toilet rooms, the Building and the Premises which were either furnished to, or otherwise procured by, Tenant, and in the event of the loss of any keys so furnished, Tenant shall pay the replacement cost thereof; and (b) inform Landlord of the combination of any lock, safe and vault in the Premises. At Landlord's request, a charge of Three Dollars ($3.00) per key shall be paid for all keys in excess of two (2) for each public entrance door to the Premises. Tenant's key system shall be consistent with that for the rest of the Building. Tenant shall not install or operate in the Premises any electrically operated equipment or machinery without obtaining the prior written consent of Landlord except for typical office equipment in premises such as the Premises, and a small personal stereo to be used by Tenant in a manner that does not disturb other tenants in the Building. Landlord may condition such consent upon Tenant's payment of additional rent in compensation for the excess consumption of electricity or other utilities and for the cost of any additional wiring or apparatus that may he occasioned by the operation of such equipment of machinery. Tenant shall not install any equipment of any type or nature that will or may necessitate any changes, replacements or additions to, or changes in the use of, the water system, heating system, plumbing system, air-conditioning system or electrical system of the Premises or the Building, without obtaining Landlord's prior written consent, which consent may be granted or withheld in Landlord's sole and absolute discretion. If any machine or equipment of Tenant causes noise or vibration that may be transmitted to such a degree as to be objectionable to Landlord or any tenant in the Building, then Landlord shall have the right to install at Tenant's expense vibration eliminators or other devices sufficient to reduce such noise and vibration to a level satisfactory to Landlord or to require Tenant to do the same. Tenant shall not use or permit the use of space heaters, whether electrical or battery operated, in the Premises. 11. Landlord reserves the right to exclude from the Building at all times any person who does not properly identify himself to the Building management or attendant on duty. Landlord shall have the right to exclude any undesirable or disorderly persons from the Building at any time. Landlord may require all persons admitted to or leaving the Building to show satisfactory identification and to sign a register. 12. Tenant sh ll not permit or encourage any loitering in or about the Premises and shall not use or permit the use of the Premises for lodging, dwelling or sleeping. 13. Tenant, before closing and leaving the Premises at any time, shall see that all windows are closed and all lights and equipment are turned off, including coffee machines. 14. Tenant shall not request Landlord's employees to perform any work or do anything outside of such employees' regular duties without Landlord's prior written consent. Tenant's special requirements will be attended to only upon application to Landlord, and any such special requirements shall be billed to Tenant in accordance with the schedule of charges maintained by Landlord from time to time or as is agreed upon in writing in advance by Landlord and Tenant. Tenant shall not employ any of Landlord's employees for any purpose whatsoever without Landlord's prior written consent. 15. Canvassing, soliciting and peddling in the Building are prohibited and Tenant shall cooperate to prevent the same. 16. There shall not he used in any space, or in the public halls of the Building, either by any tenant or by jobbers or others in the delivery or receipt of merchandise, any hand trucks, except those equipped with rubber tires and side guards. Tenant shall be responsible for any loss or damage resulting from any deliveries made by or for Tenant. Page 34 of 40 17. Drapes (whether installed by Landlord or Tenant) which are visible from the exterior of the Building, shall be cleaned by Tenant at least once a year, without notice from Landlord, at Tenant's expense. 18. Tenant shall not install or permit the installation of any wiring for any purpose on the exterior of the Premises. 19. Tenant acknowledges that it is Landlord's intention that the Building be operated in a manner which is consistent with the highest standards of cleanliness, decency and morals in the community which it serves. Toward that end, Tenant shall not sell, distribute, display or offer for sale any item which, in Landlord's judgment, is inconsistent with the quality of operation of the Building or may tend to impose or detract from the moral character or image of the Building. Tenant shall not use the Premises for any immoral or illegal purpose 20. Unless otherwise expressly provided in the Lease, Tenant shall not use, occupy or permit any portion of the Premises to be used or occupied for the storage, manufacture,or sale of liquor. 21. Tenant shall purchase or contract for waxing, rug shampooing, venetian blind washing, interior glass washing, furniture polishing,janitorial work, removal of any garbage from any dining or eating facility or for towel service in the Premises, only from contractors, companies or persons approved by Landlord. 22. Tenant shall not remove, alter or replace the ceiling light diffusers, ceiling tiles or air diffusers in any portion of the Premises without the prior written consent of Landlord. Yp p 23. Tenant shall not purchase water, ice, coffee, soft drinks,towels,or other merchandise or services from any company or person whose repeated violation of Building regulations has caused, in Landlord's opinion, a hazard or nuisance to the Building and/or its occupants. 24. Tenant shall not pay any employee on the Premises except those actually employed therein; nor shall Tenant use the Premises as headquarters for large-scale employment of workers for other locations. 25. Landlord shall have the right, upon written notice to Tenant, to require Tenant to refrain from or discontinue any advertising by Tenant, which, in Landlord's opinion, tends to impair the reputation of the Building or its desirability for offices. 26. Tenant shall not mark, paint or in any manner deface any part of the Premises or the Building. No stringing of wires, boring or cutting shall be permitted except with Landlord's prior written consent. Any floor covering installed by Tenant shall have an under layer of felt rubber, or similar sound deadening substance, which shall not be affixed to the floor by cement or any other non-soluble adhesive materials. 27. Should Tenant's use and occupancy of the Premises require the installation of supplemental cooling, and should the Building contain a closed loop, Tenant agrees that its supplemental cooling requirements will be serviced by tapping into the Building's closed loop. Tenant shall he responsible for the cost of connecting into the loop and agrees to pay to Landlord as additional rent the monthly tap fee in accordance with Landlord's then-current rate schedule. Should the Building not contain a closed loop, Tenant agrees to be responsible for fees associated with placing equipment on the roof of the Building and any costs to repair the roof resulting there from. In any event, any work performed in accordance with this Paragraph 28 shall be performed in accordance with the terms and conditions contained in Article IX and Exhibit B to the Lease. 28. Each Tenant shall handle its newspapers and "office paper" in the manner required by all applicable local recycling laws (as the same may be amended from time to time) and shall conform with any recycling plan instituted by Landlord. 29. Tenant shall not bring or keep, or permit to be brought or kept, in the Building any flammable, combustible or explosive fluid, chemical or substance. 30. Tenant shall comply with all workplace-smoking Laws. There shall be no smoking in bathrooms, elevator lobbies, elevators, and other common areas. 31. Landlord may, upon request of Tenant, waive Tenant's compliance with any of the rules,provided that(a)no waiver shall be effective unless signed by Landlord, (b)no waiver shall relieve Tenant from the obligation to comply with such rule in the future unless otherwise agreed in writing by Page 35 of 40 • Landlord, (c) no waiver granted to any tenant shall relieve any other tenant from the obligation of complying with these rules and regulations, and (d) no waiver shall relieve Tenant from any liability for any loss or damage resulting from Tenant's failure to comply with any rule. Page 36 of 40 EXHIBIT D CERTIFICATE AFFIRMING THE LEASE COMMENCEMENT DATE This Certificate is being provided pursuant to that certain Office Lease Agreement dated as of (the "Lease"), by and between BEACH TOWER, LLC, a Delaware limited liability company ("Landlord") and The City of Miami Beach, a Florida municipal corporation ("Tenant").The parties to the Lease desire to confirm the following: 1. The Rent Commencement Date is: 2. The initial Term of the Lease shall expire on: WITNESS WHEREOF Landlord and Tenant have executed this Certificate under seal on, 2016. Witness: Landlord: Beach Tower, LLC a Delaware limited liability company By: Gables Beach Tower, LLC, a Delaware limited liability company, its managing member By: Gables Beach Tower, Ltd., a Florida limited partnership, its managing member By: Gables Beach, Inc., a Florida corporation, its general partner By: Stephen H. Bittel Print Name: Its: President Print Name: Tenant: The City of Miami Beach, a Florida municipal corporation By: Print Name: Print Name: Its: Print Name: Page 37 of 40 EXHIBIT E Land Description Parcel I: Lots 8 and 9, and the North Y2 of Lot 7, Block 36, AMENDED PLAT OF GOLF COURSE SUBDIVISION, according to the Plat thereof, recorded in Plat Book 6, Page 26, Public Records of Miami-Dade County,Florida Parcel II: Lots 17, 18 and 19,Block 21, AMENDED PLAT OF GOLF COURSE SUBDIVISION, according to the Plat thereof, recorded in Plat Book 6,Page 26,Public Records of Miami-Dade County,Florida Page 38 of 40 Exhibit F Existing Exclusives and Restrictions Tenant Clause Regus 31.1 Subject to the conditions and exceptions mentioned below, Landlord agrees that, during the Initial Lease Term: (i) Landlord will not execute any lease for space within the Building with a tenant for the operation of an executive office suites business or a flexible workplace center consisting primarily of executive office suites and shared office workspaces for use by third parties, with or without ancillary services (each, a "Competing Use"), and (ii) Landlord and its affiliates will not operate a Competing Use within the Building (collectively, the "Restriction"). For the avoidance of doubt, the foregoing shall not be construed or operate as a violation of the Restriction or this Section 31.1 or to limit or restrict existing or new tenants, including, without limitation to, law firms and accounting firms, from sharing or subletting their space in the ordinary course of business with the intent to operate in their ordinary course of business and/or defray the costs associated with such lease by licensing, subleasing or otherwise allowing the occupancy of offices and/or portions of space within a premises at the Building to other occupants, whether affiliated or not with such tenant. In addition, subleasing activities of tenants in existence on the date of full execution of this Lease using their premises for non-office use, such as doctors' offices open to the public and/or any retail uses whatsoever, including, without limitation, jewelry exchanges, retail stores, stores within a store, brokerage firms, beauty salons, nail salons and other spa activities, shall in no event be construed to be or operate as a violation of the Restriction. 31.4 Subject to the conditions set forth in Section 31.6, Landlord agrees that,during the Initial Lease Term Landlord will not execute any new lease for office space to be newly configured within the Building with a tenant for office space consisting of less than 1,000 rentable square feet for a period of less than twelve (12) months ("1,000 Square Foot Covenant"); provided, however, that notwithstanding the foregoing, Landlord shall in no event (unless such lease is with a tenant operating a Competing Use)be restricted from: (a) leasing of any office spaces consisting of less than 1,000 square feet in the Building, as the same may exist from time to time, resulting from space remaining after new lease configurations, existing lease contractions, whether during the term or any renewals thereof or other events giving rise to residual spaces left from other leases or other similar agreements with any tenants, whether now or hereafter existing or (b) leasing a space for other non-office purposes, including, but not limited to a space used for storage or retail purposes, or (c) any leasing done to a short term users for the duration of a building specific project such as a construction contractor office during the pendency of a construction project. Page 39 of 40 Uceda School of Orlando OBT, Inc. Exclusive Use" shall mean the primary operation of a language school teaching English as a second language to adults and students over the age of thirteen (13), within the ten (10) story building having an address of 1688 Meridian Avenue, Miami Beach, FL 33139, subject to and as more particularly set forth in Article XXIX. Page 40 of 40