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Assignment and Assumption of Lease and Consent to Assignment and Assumption of Lease ASSIGNMENT AND ASSUMPTION OF LEASE AND CONSENT TO ASSIGNMENT AND ASSUMPTION OF LEASE THIS ASSIGNMENT AND ASSUMPTION OF LEASE (the "Assignment), is being entered into on this day of Spy►-{p vcrt, 2016, by and between SOUTH FLORIDA SALON GROUP, INC., a Florida company (the "Tenant/Assignor" or "SOUTH FLORIDA SALON") and COSMOHAIR LLC, a Florida limited liability company, (the "Tenant/Assignee" or "COSMOHAIR"), whose principal address is 1701 Meridian Avenue, Unit 1 (a/k/a. "765 17th Street"), Miami Beach, Florida 33139. WITNESSETH, that for valuable consideration in hand paid by COSMOHAIR to SOUTH FLORIDA SALON, receipt of which is hereby acknowledged, SOUTH FLORIDA SALON and COSMOHAIR hereby agree, as follows: 1. SOUTH FLORIDA SALON hereby assigns to COSMOHAIR all right, title, and interest and obligations in and to that certain Lease by and between SOUTH FLORIDA SALON and the CITY OF MIAMI BEACH (the "Landlord") dated May 1st, 2012, for approximately 1,327 square feet of City-owned property located at 1701 Meridian Avenue, Unit 1 (a.k.a. "765 17th Street"), Miami Beach, Florida 33139 (the "Lease"), which Lease is incorporated herein by reference and attached as Exhibit "A" hereto. 2. COSMOHAIR hereby accepts the assignment of the Lease, and further assumes and agrees to perform all of the duties and obligations of SOUTH FLORIDA SALON under the Lease, and further agrees to be personally liable and subject to all conditions and restrictions to which SOUTH FLORIDA SALON is subject to under said Lease. 3. Notwithstanding the assignment to and assumption by COSMOHAIR of the Lease, SOUTH FLORIDA SALON shall remain personally liable for the full and faithful performance of the obligation, duties, and liabilities of the Tenant under the Lease, and further waives notice of any default or events of default under the Lease. 4. SOUTH FLORIDA SALON and COSMOHAIR further agree to remain jointly and severally liable with respect to the Lease for the entire term of the Lease inclusive of any renewal terms. 5. Upon execution of this Assignment and the below Consent to Assignment and Assumption of Agreement (the "Consent"), and for purposes of interpreting the Lease, all references to SOUTH FLORIDA SALON or Tenant under the Lease shall hereinafter be deemed to refer to COSMOHAIR. 6. Any future required notices by the Landlord to the Tenant shall be deemed duly served upon receipt if mailed to: Carlos A. Perdomo COSMOHAIR LLC 765 17TH Street Miami Beach, Florida 33139 7. The undersigned parties agree that no warranties of any kind whatsoever are made incident to this Assignment. 1 IN WITNESS WHEREOF, the Tenant/Assignor and Tenant/Assignee have executed this Assignment on the day and year first above written. SOUTH FLORIDA SALON GROUP, INC. (Tenant/Assignor) • By: ■ Mustafa AbuelhiAic Pre ide� Attest: -f�� / G 4/ Date: 'i0 3l /0--.0 Print Name:,,,a e ' J— _ P47_1sEC- °/N i• —PRk COSMOHAIR LLC (Tenant/Assignee)Ado Aplirrip By: _ Car os £ v- . . ►o Attest: �_ , Date: 8 3 .moo/ Print Na e: ,,,40 rls /n0 ■ - • go_•EFf CONSENT TO ASSIGNMENT AND ASSUMPTION OF LEASE The undersigned hereby consents to the above Assignment pursuant to Section 12 of the Lease, without warranties of any kind whatsoever being made incident to this Consent or the Assignment. Attest: CITY 0 MIAMI BE •. H, FLORIDA / i i / we p ��� •_` Rafael E. .ra 41r, City Clerk •....0.440mm 1 . Moral:-s, City Manager /S.N... •,\..y//7,,.,_ ...,-.C.,0_, • - 1--/i . : ,', Date: i i.t '' k INCORF ORATED. � t ) F:\RHCD\$ALL\ECON\$ALL\ASSET\SOI'tiTF ISOUT F ORIDA S LN'Lease Docs\SOUTH FLORIDA SALON _ COSMOHAIR LLC Asssignment.docx " 47 ' . . 0„ _:. 7, ......�}• ,� 0 HG -,-V ��„ � APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION City Atto -' j,e`r Date • 2 EXHIBIT "A" LEASE F:\RHCD\$ALL\ECON\$ALL\ASSET\SOPTPARK\SOUTH FLORIDA SALON Lease Docs\SOUTH FLORIDA SALON _ COSMOHAIR LLC Asssignment.docx 3 EXHIBIT.A N/ . • 62042— 02 7(� 7"l0 • • Yr LEASE AGREEMENT • • •.; L .=i <.'. THIS LEASE AGREEMENT, made this 1' day of • Na// , 2012, by •?,:7 andbetween the:_CITY OF MIAMI.BEACH, a Florida municipal corporfation, (hereinafter } jr�' referred to-`as 7"City't.or_ "Landlord"), and . SOUTH FLORIDA SALON GROUP, INC., a f:. . Florida.corporation, (hereinafter referred to as "Tenant"). . 1. Demised Premises. The City, in consideration--of the rentals hereinafter reserved to be paid and of the covenants, conditions and agreements to be kept and performed by the Tenant, hereby leases, lets and demises to the Tenant, and Tenant hereby leases and hires - • • • from the City, those certain premises hereinafter referred to as .the "Demised Premises" and more fully described as follows: . . • . 1,327 square feet of City-owned prop,erty (the "Building"), located at 1701 Meridian Avenue, Unit 1 (a.k.a. 765 17th Street), Miami Beach, . Florida, .33139, and as more specifically delineated in "Exhibit 1", • - • attached•hereto and incorporated herein. " . 2. Term. 2.1 Tenant shall be entitled to have and to hold the.Demised Premises fo • initial term-of five (5) years, commencing on the IAt- day of U ' %r, 2012 (the "Commencement Date"), and ending on the .11, �:ay of e. L , 2017. For purposes of this Lease Agreement, and including, without limitation, Subsection 2.2 herein,a"contract year"shall be defined as • • that certain period commencing on the 15`. day of o A•? , and • ending on the 3c ' day of p 2l . • 2.2 Provided Tenant is in good standing and free from default(s) under Section • 18 hereof, and upon written notice'from Tenant, which notice shall be • submitted to the City Manager no earlier than one hundred twenty (120) days, but in any case no later than sixty (60) days prior to the expiration of the initial term, this Lease may be extended for one (1) additional term of - four (4) years and 364 days (the "Renewal Term"). The Renewal Term, if . approved, shall be memorialized in writing and signed by the parties hereto (with the City hereby designating the City Manager as the individual authorized to execute such extensions on its behalf). In the event of approval of the renewal Term,the word "Term", as used herein, shall also be deemed to include such Renewal Term. . In the event that the City Manager determines, in his sole discretion, not to • extend or renew this Lease Agreement (upon expiration of the initial term), • • the City Manager shall notify Tenant of same in writing,which notice shall be provided to Tenant within fifteen (15) business days of the City Manager's receipt of Tenant's written notice. . • 1 • • 3. Rent. • - 3:1 Base Rent: • tenant's•payrnent.of Rent, as defined in this Section 3., shall commence on . =a 3:,z':.: f .cthe earlier of(i)the date Tenant opens for business; or(ii) 90 days after the i n':13 4: Commencement Date (the "Rent Commencement Date") and, thereafter,. -rent.shall.be due andpayable on each first day of subsequent months during the Term. ' Notwithstanding the preceding'sentence, Tenant agrees to prepay the first • month's Rent:payment (the "Prepaid Rent") prior to the Commencement Date. V 3.1.1 V Throughout the Term herein, the Base Rent for the Demised V • Premises shall be Sixty Seven Thousand Six Hundred Seventy Seven •- . and 00/100 Dollars ($67,677.00) per year, payable in monthly • V installments of Five Thousand Six Hundred Thirty Nine.and 75/100 • Dollars ($5,639.75). 3.1.2 The Base Rent amount pursuant to this Section 3.1 shall be . increased annually, on the anniversary of the Commencement Date, • in increments of three (3%) percent per year. • .3.2 Additional Rent: V - In addition to the Base Rent, as set forth in Section 3.1,.Tenant shall be • . required to pay as Additional Rent, when due and subject to and in accordance with Section 11 hereof, the Property Taxes (as referenced in V • Subsection 3.2.2 and Section 11 hereof). . 3.2.1 Intentionally Omitted. • 3.2.2 Property Taxes: • • The Property Tax Payment as defined in Subsection 11.3 of this . • Agreement, shall be payable by Tenant, subject to and in.accordance with Section.11 hereof including, without limitation, Subsection 11.3 • thereto. V 3.2.3 . Intentionally Omitted. V • 3.3 Taxes: V V V • Concurrent with the payment of the.Base Rent as provided herein, Tenant . shall also pay any and all,sums for all applicable tax(es) including, without limitation, sales and use taxes and Property Taxes (included as Additional . Rent in Subsection 3.2.2), imposed, levied or assessed against the Demised • . Premises, or any other charge or payment required by any governmental authority having jurisdiction there over, even though the taxing statute or • . • ordinance may purport to impose such tax against the City. • 2 • • • • 3.4 Enforcement. :a-errant,agrees:to pay the Base Rent, Additional Rent contemplated in :'- tSubsection;3:2..2, and any other amounts as may be due and payable by • , _Tenant_underthis,Agreement,at the time and in the manner provided herein, 7 <f .nand should;said-rents and/or other additional amounts due herein provided, at anytiine-remain due and unpaid for a period of fifteen (15)days after the become due,the City may exercise any or all options available,to hereunder, which options may be exercised concurrently or separately, or :the City may pursue any other remedies enforced by law. - .4. Location for Payments. . :; =All-rents orotherpayments;due hereunder shall be paid tothe;City at the.following • address: City of Miami Beach Revenue Manager . 1700 Convention Center Drive, 3`d Floor Miami Beach, Florida 33139 • • • or at such other address as the City may, from time to time, designate in writing. 5.. . Parking. • . Tenant may request, from the City's Parking Department, the use of no more than three(3)parking spaces, if available,within the Municipal Parking Garage located at .• 18th Street and Meridian Avenue. Rates for said spaces are subject to change, and are currently (i.e., as of the Commencement Date) Seventy and 00/100 Dollars .($70.00) Dollars per month, plus applicable sales and use tax per space. 6: . Security Deposit/Construction Deposit: . • 6..1 Upon Tenant's execution of this Agreement Tenant shall furnish the City with a -Security Deposit, in the amount of Thirty Three Thousand Eight Hundred Thirty • • • . Eight and 50/100 Dollars ($33,838.50). Said Security Deposit shall serve to secure Tenant's performance in accordance with the provisions of this Agreement. In the event Tenant fails to perform in accordance with said provisions,the City may retain said Security Deposit,as well as pursue any and all other legal remedies provided herein, or as may be provided by applicable law.. . The parties agree and acknowledge that the foregoing condition is intended to be a . condition subsequent to the City's approval of.this Agreement. Accordingly, in the • . 'event that Tenant does not satisfy the aforestated, then the City Manager or his designee may immediately, without further demand or notice, terminate this Agreement without being prejudiced as to any remedies which may be available to him for breath of contract. - ' 6.2 .. Construction Deposit: • • • Landlord has requested, and Tenant has agreed,.to secure Tenant's construction obligations under this Lease in an amount and upon the terms and conditions hereinafter set forth. On or before the Commencement Date, Tenant shall deposit ' 3 - with its attorney as Escrow Agent("Escrow Agent"), a cash construction deposit in ` ,...: :the sum)of-one Hundred Thirty Eight Thousand and 00/100 Dollars ($138,000.00) 4:Dollars("Construction Deposit").The Construction Deposit shall be held as security ;; ,• a: for Tenant's construction obligations under this Lease including, but not limited to, . .; .:r: ,Tenant's•,obiigation to =commence and complete -construction of -the •Tenant - - ,,.: -Improvementswithin the time and in the manner herein set forth. Tenant shall only - use a-licensed and insured general contractor. Tenant shall have the eight to draw -,< ::?•1 ,,. , against the:Gonstruction.Deposit for all construction costs (hard costs and soft .<:. :..,- ;J:tosts),,:based,upon draw requests executed by Tenant's architect and certifying to =: .:.. .,Landlord, that the -work ,set forth in the draw request has been substantially . . completed. The draw request shall be accompanied by lien waivers or releases of i Iti{l • lien-from the persons.onentities performing the work or furnishing the materials• • referred to therein. In no event shall the Construction Deposit be reduced to less•• _ than $10,000 until such time as the Tenant Improvements have been substantially - • . .completed, as determined by Landlord, in its sole and reasonable discretion. The Construction Deposit shall be released upon receipt by Landlord of the final - Certificate of Occupancy (CO), with proof that all permits have been closed, together with final lien waivers and contractor's affidavit reflecting that all • . contractors,subcontractors, laborers and materialmen have been paid in full. In the event Tenant fails to substantially complete the Tenant Improvements in .• accordance with the final plans and as required herein, such failure shall constitute • a default. In the event of default and in addition to any and all other rights.of the Landlord :hereunder, Escrow Agent shall deliver the Construction Deposit to the ' • Landlord who shall have the right, in addition to and not in limitation of any and all • s rights of Landlord .hereunder, to retain such Construction Deposit in the same •• manner as in the case of the Security Deposit. Further, in the event Tenant fails or • refuses to deliver to Escrow Agent,the Construction Deposit simultaneously with the . delivery of possession of the Demised Premises,Tenant shall be deemed in default • hereunder and in addition to all other rights and remedies of Landlord hereunder, In • such event, Tenant shall not be entitled. to retain possession of the Demised • - Premises and Landlord shall retain the Security Depositas partial consideration for • the damages sustained by-Landlord resulting from such default.' - ' • The.parties agree and acknowledge that the foregoing conditions are intended'to be • • • conditions subsequent to the City's approval of this Agreement. Accordingly, in the • • '• event that Tenant does not satisfy the aforestated, then the City Manager or his • designee may immediately, without further demand or notice, terminate this • Agreement without being prejudiced as to any remedies which may be available to him for breach of contract. • . 7. Use and Possession of Demised Premises. • • .7.1 . The Demised Premises shall be used by the Tenant solely for the purpose(s) of operating a beauty salon, including retail sales of related items. Said Premises shall be open for operation a minimum of five(5)days a week,with • minimum hours of operation being as follows: • • • Tuesday- Friday: .10:00 AM to 7:00 PM - Saturday 10:00 AM to 7:00 PM • • • 4 j� • : -.- Tenant hall be permitted to be closed for State and federal holidays. • • - .=;.;.. .E -- -- Tenant shall not otherwise modify the days or hours of operation without the • - !,, :;,,: -,:. .! .prior,written-approval of the City Manager, which shall not be unreasonably . • .?,,,.,,,,•-• .a,; ;.- +,�.,-,• withheld; ,_conditioned or delayed. Nothing•-herein -contained shall :be . - I. .•E.., construed to•authorize hours contrary to the laws governing such operations. , . • . . .7;2 • "'':7,--It-is understood and agreed that the Demised Premises shall be used by the • • Tenant during ,the Term of this Agreement only for the. above . . i,,:•• :•••;.•• ',:- - ,purpose(s)/use(s), and for no other purpose(s) and/or use(s) whatsoever. • . - Tenant will not make or permit any use •of the Demised Premises that, directly or indirectly, is forbidden by law,ordinance or government regulation, • or that may be dangerous to life, limb or property. Tenant may not commit • • (nor permit) waste on the Demised Premises; nor permit the use of the • • • - - Demised Premises for any illegal purposes; nor commit a nuisance on the - • Demised Premises. In the event that the Tenant uses the Demised Premises ' • . • (or otherwise allows the Demised Premises to be used) for any purpose(s) - . not expressly permitted herein,or permits and/or allows any.prohibited use(s) • . • as provided herein, then the City may declare this Agreement in default • . .- pursuant to Section 18 or, in the event that the City Manager determines that • Tenant's improper use of the Demised Premises presents and, immediate• . - -• threat to the public's health, safety and./ or weilfare then, without notice to • . Tenant, restrain such improper use by injunction or other legal action. • 8. Improvements. • • - • 8A Tenant accepts the Demised Premises in their present "AS.IS" condition- ' and may construct or cause to be constructed, such interior and exterior •. • • improvements and maintenance to the Demised Premises, as reasonably . • necessary for it to carry on its permitted use(s), as set forth in Section 7; . . . provided, however, that any plans for such improvements shall be first • submitted to the City Manager for his prior written consent,which consent, if - granted at all, shall not be unreasonably withheld, conditioned or delayed. • . • Additionally, any and all approved improvements shall be made at Tenant's - - sole expense and responsibility. All permanent(fixed) improvements to the • Demised Premises shall remain the property.of the.City upon termination . • . : • •- - and/or expiration of this Agreement. Upon termination and/or expiration of this Agreement, all personal property and non-permanent trade fixtures may .• . • . - be removed by the Tenant from the Demised Premises, provided that they • can be (and are) removed without damage to the Demised Premises.Tenant. - • will permit no liens to attach to the Demised Premises arising from, - • connected with,• or related to the design and construction of any .. improvements. Moreover, such construction shall be accomplished through • • the use of licensed, reputable-contractors who are acceptable to the City Manager. Any and all permits and or licenses required for the installation of . . . •improvements shall be the sole cost and responsibility of Tenant. . . 8.2 • • Notwithstanding Subsection 8.1, upon termination and/or expiration of this • • Agreement,.and at City's sole option and discretion, any or all alterations or • . , _ - 5 - • �' .{ _-•, additions made by Tenant,without the City Manager's prior written approval, to or in the Demised Premises shall, upon written 'demand by the City -..,,; - 'Manager;.be promptly removed by Tenant, at its expense and responsibility, and-Tenant further hereby agrees, in such event, to restore the Demised • ,-Premises to-their original condition prior to the Commencement Date of this Agreement. ;: The-above requirements for submission of plans and the use of specific • contractors•shall not apply to improvements(which term,for purposes of this -- Subsection 8.3 only, shall also include improvements as. necessary for „ . • • . . Tenant's maintenance and repair of the Demised Premises) which:do not • exceed Five Hundred. ($500.00) Dollars, provided that the work is not structural, and provided that it is permitted by applicable law. . 9. City's Right of Entry. • • 9.1 The City Manager, and/or his authorized representatives,shall have the right • to enter upon the Demised Premises at all reasonable times for the purpose of inspecting same; preventing waste; making such repairs as the City may • consider necessary to preserve the integrity and condition(s).of the demised • • Premises and.the Building; and for the purpose of preventing fire, theft or vandalism. The City agrees that, whenever reasonably possible, it shall use reasonable efforts to provide notice (whether written or verbal), unless the need to enter the Demised Premises is an emergency, as deemed by the City Manager, in his sole discretion, which if not immediately addressed • could cause property damage, loss of life or limb, or other injury to persons. • • . . . Nothing herein shall imply any duty on the part of the City to do any work that under any provisions of this Agreement the Tenant may be required to perform, and the performance thereof by the City shall. not constitute a waiver of the Tenant's default. • 9.2 - If the Tenant shall not be personally present to open and permit entry into. the Demised Premises at any time, for any reason, and any entry thereon shall be necessary or permissible, the City Manager, and/or his authorized • representatives, may enter the Demised Premises by master key, or may . forcibly enter the Demised Premises without rendering the City or such agents liable therefore. 9.3 Tenant shall furnish the City with duplicate keys to all locks including exterior • and interior doors prior to(but no later than by)the Commencement Date of this Agreement. In the event Tenant subsequently changes the locks to the . Demised Premises, Tenant shall furnish the City with duplicate keys to said locks on the same day of their installation. . • 10. Tenant's Insurance. . • 10.1 Tenant shall, at its sole expense and responsibility,comply with all insurance requirements of the City. It is agreed by the parties that Tenant shall not 6 (41' Y=J,;:.a, ;:: -t =occupy the-.Demised Premises until proof of the following insurance Ccoverages'have-'been reviewed and approved by the City's Risk Manager: <Comprehensive General Liability, in the minimum amount of One =:•Million_($1,000,000) Dollars (subject.to adjustment for inflation) per !g,occurrence;for bodily injury and property damage. The City of Miami must be named as an additional insured on this policy. ... • • ;- �:0 1.2 : ;:;Workers._.Com ensation and..:_Employers Liability coverage .in accordance with Florida statutory requirements. . .. • =AII=Risk property and casualty,insurance; written at,a minimum,pf eighty(80%)percent of replacement cost value and with replacement cost endorsement; covering all leasehold improvements installed in the Demised Premises by or on behalf of Tenant and including Without limitation all of Tenant's personal property in. the Demised • Premises (including,, without limitation, inventory, trade fixtures, floor • coverings, furniture, and other property removable by Tenant under . • the provisions of this Agreement). . • • • 10.2 • Proof of these coverages must be provided by submitting original certificates • • of insurance to the City's Risk Manager and Asset Manager respectively.All . policies must provide thirty(30)days written notice of cancellation to both the City's Risk Manager and Asset Manager (to be submitted to the addresses • set forth in Section 27 hereof). All insurance policies shall.be .issued by companies authorized to do business under the laws of the State of Florida and must have a rating of B+:VIor better per A.M. Best's Key Rating Guide, . latest edition, and certificates are subject to the approval of the City's Risk Manager. . 11. Property Taxes and Assessments. For the purposes of this Section and other provisions of this Agreement: • 11.1 • The term "Property Taxes" shall mean (i) real estate taxes, assessments, and special assessments of any kind which may be imposed upon the • Demised Premises, and (ii) any expenses incurred by the City in obtaining a reduction of any such taxes or assessments. • 11.2 The term"Property Tax Year"shall mean the period of twelve(12) calendar months, beginning on January 1St of each year. • . . 11.3 In the event this Agreement is extended, pursuant to Subsection 2.2 hereof, • Tenant shall pay, as Additional. Rent pursuant to Subsection.3.2, for such Property Tax Year, each and every year of the Renewal Term, an amount • . equal to the difference between the 2011 Property Taxes and the 2016 • Property Taxes.("Property Tax Payment"). For purposes of this Subsection • 11.3 the 2011 Property Taxes are hereby stipulated to be Ten Thousand • Three Hundred Nineteen and 13/100 Dollars($10,319.13). If a Property Tax : Year ends after the expiration or termination of the term of this Agreement, 7 • : . ;:-.:the.Property Tax Payment therefore shall be prorated to correspond to that _ , F: ,portion of such Property Tax Year occurring within the term of this • Agreement:. The -.Property Tax Payment shall be payable by Tenant • F_ . ..• i+ + :�:� ;immediately upon receipt of notice from the City. A copy of the tax bill(s) or • other evidence of such taxes issued by the taxing authorities, together with • •,the'City's computation of the Property Tax Payment, will be made available „::F., ;'to Tenant once received from the taxing authorities,•if requested by Tenant. - •. Tenant shall 'pay any difference in the amount between the estimated . .. a ..property..taxes and the actual property taxes to the City immediately, upon receipt of request for said payment from the City. 12.- Assignment and Subletting. Tenant shall not have the right to assign or sublet the Demised Premises, in whole or in part, without the prior written consent of the City Manager,which consent shall not be unreasonably withheld, conditioned or delayed; provided, however,that such written consent is not a matter of right, and the City is not obligated to give such • • ' consent. If granted as provided herein, the making of any assignment or sublease • will not release Tenant from any of its obligations under this Agreement. • 13. Operation, Maintenance and Repair. • 13.1 ' - Tenant shall be solely responsible for the operation, maintenance and repair of the Demised Premises. Tenant shall, ' at its sole expense. and responsibility, maintain the Demised Premises, and. all fixtures and appurtenances therein, and shall make all repairs thereto, as and when needed, to preserve them in good working order and condition. Tenant shall - _ be responsible for all interior walls and the interior and exterior of all windows and doors, as well as immediate replacement of any and all plate glass or other glass in the Demised.Premises which may become broken, using glass of the same or better quality. ' • The City shall be responsible for the maintenance of the roof,the exterior of the Building, the structural electrical and plumbing (other than plumbing surrounding any sink(s) and/or toilet(s), including such sink(s) and toilet(s) fixture(s), within the Demised Premises), the common areas and the chilled water supply system.The City shall maintain and/or repair those items that it is responsible for, so as to keep same in proper working condition. • If the City provides a separate air-conditioning unit for the Demised Premises, Tenant agrees and understands that Tenant shall be solely . responsible for the maintenance, repair and replacement of the • heating/ventilation/air-conditioning(HVAC)equipment servicing the Demised Premises, at Tenant's sole expense. Tenant further agrees and understands that, if the City provides a separate • . HVAC unit for the Demised Premises, the City, at its sole discretion, may require that Tenant obtain, at any time during the Term of this Agreement, and continuously maintain in good standing,.at Tenant's expense,throughout • • . . the Term of this Agreement, a maintenance and repair contract,approved by 8 U^, • • • • • <'theCity-(which approval shall not be unreasonably withheld, conditioned or • delayed), with a service company previously approved in writing by the City, . - . ,,.::_. ..< E. •:_ :providing for the preventative maintenance and repair of all HVAC equipment +i servicing the Demised. Premises. In the event that the City notifies Tenant • ;_. ,:::::.that:-it••will require-Tenant to contract for said maintenance and repair • _ !. services;'Tenant-shall provide to the City, in writing,within ten (10)business .-days,1henames) and telephone number(s)of service company(ies)for the ,; -City's review and 'approval, which approval shall not be unreasonably • { • ;== iwithheld, conditioned or delayed. Tenant shall provide a copy.of a current, - enforceable and fully executed maintenance and repair contract, no later . .= than ten (10) business days after receipt of the City's approval of the service company, as proof of Tenant's compliance with this provision. 13.2 All damage or injury of any kind to the Demised Premises, and including without limitation its fixtures, glass, appurtenances, and equipment (if any), or to the building fixtures, glass, appurtenances, and equipment, if any, • except damage caused by the gross negligence and/or willful misconduct of the City, shall be the sole. obligation of Tenant, and shall be repaired, restored or replaced promptly by Tenant, at its sole expense and to the satisfaction of the City. .13.3 • All of the aforesaid repairs, restorations and replacements shall be in quality and class equal to or better than the original work.or installations and shall be done in good and workmanlike manner. • • 13.4 If Tenant fails to make such repairs or restorations or replacements, the same may be made by the City, at the expense of Tenant,'and all sums 'spent and expenses incurred by the City shall be collectable by the City and ' • shall be paid by Tenant within three (3) days after submittal of a bill or statement therefore. • • •13.5 It shall be Tenant's sole obligation and responsibility to insure that any . renovations, repairs and/or improvements made by Tenant to the Demised •• Premises comply with all applicable building codes and life safety codes of • governmental authorities having jurisdiction. • . • " 13.6 Tenant Responsibilities for Utilities. .• Tenant is solely responsible for, and shall promptly pay when due all charges • • for electricity, gas, cable, telephone, Internet, janitorial garage service and any other utility service provided to the Demised Premises, including,without limitation, all hook=up fees and impact fees. • •. In addition to other rights and remedies hereinafter reserved to the City, upon the failure of Tenant to pay for such utility services (as contemplated in this - " Subsection 13.6)when due, the City may elect, at its sole discretion, to pay. same,whereby Tenant agrees to promptly reimburse the City upon demand. In no event, however, shall the City be liable, whether to Tenant or to third • • 9 9, . • • parties;for•an interruption or failure in the supply of any utilities or services to the Demised Premises. • . .: '_* ,; :" 1:3.7-►;-.?. Ji4ITENANTI=HEREBY ACKNOWLEDGES AND AGREES THAT THE • . iDEMISED PREMISES ARE BEING LEASED IN THEIR PRESENT"AS IS" WHERE IS" CONDITION. , • 14. •Governmental Regulations. .. . •3 :. ;,,.v;Tienantcovenants and agrees to fulfill and comply with all statutes, ordinances, •! r.:, rules, orders, iregulations,,and requirements of any and all governmental bodies, -including- but. not limited to Federal, State, Miami-Dade County, and City governments, and any and all of their departments and bureaus applicable to the • • Demised Premises, and shall also comply with and fulfill all rules, orders, and regulations for the prevention of fire,all at Tenant's own expense and responsibility. • Tenant shall pay all cost, expenses, claims,fines,penalties,and damages that may • be imposed because of the failure of Tenant to comply with this Section, and shall • • indemnify and hold harmless the City from all liability arising from each non- . • compliance. . . . 15. Liens. - Tenant will not permit any mechanics, laborers, or materialman's liens to stand • against the Demised Premises or improvements for any labor or materials to Tenant • or claimed to have been furnished to Tenant's agents, contractors, or sub-tenants, • in connection with work of any character performed or claimed to have performed on said Premises, or improvements by or at the direction or sufferance of the • Tenant; provided however, Tenant shall have the right to contest the validity or • • amount of any such lien or claimed lien. In the event of such contest, Tenant shall • give the City reasonable security as may be demanded by the City to insure payment thereof and prevent sale, foreclosure, or forfeiture of the Premises•or • improvements by reasons of such non-payment.Such security need not exceed one . and one half(1%)times the amount of such lien or such claim of lien. Such security shall be.posted by Tenant within ten (10) days of written notice from the City, or Tenant may "bond off' the.lien according to statutory procedures.Tenant will • immediately pay any judgment rendered with all proper costs and charges and shall .. have such lien released or judgment satisfied at Tenant's own expense. 16. Intentionally Omitted. • 17. Condemnation. . • . 17.1 If at any time during the Term of this Agreement(including any renewal term hereunder) all or any part or portion of the Demised Premises is taken, • appropriated, or condemned by reason of Eminent Domain proceedings, then this Agreement shall be terminated as of the date of such taking,and • . • shall thereafter be completely null and void,and neither of the parties hereto shall thereafter have any rights against the other by reason of this • Agreement or anything contained therein, except that any rent prepaid . beyond the date of such taking shall be prorated to such date, and Tenant 10 • .: r.: ::shall pay any and all rents, additional rents,utility charges,and/or other costs -, for which it is liable under the terms of this Agreement, up to the date of such • taking. • • A7,2 Except as hereunder provided, Tenant shall not be entitled to participate in • . - . •• -the proceeds of any award made to the City in any such Eminent Domain • - =t: - :.proceeding;:excepting, however, Tenant shall have the right to claim and - •• recover.:from- the condemning authority, but not from the City, such - :..,. =:! • ,,'?compensation,es maybe separately awarded or recoverable by Tenant in Tenant's:oWn right on account of any and all damage to Tenant's business -. by 'reasons of the condemnation and for or on:account of any cost:or loss - - . . . which Tenant might incur in removing Tenant's furniture and fixtures. • 18. Default. • • • 18.1. Default by Tenant: • -At the City's option, any of the following shall constitute an Event of Default under this Agreement: • 18.1.1 The Base Rent, Additional Rent,or any other amounts as maybe due ' and payable by Tenant under this Agreement, or any installment thereof, is not paid:promptly when and where due, and Tenant shall not have cured such,failure within ten (10)days after receipt of written notice from the City specifying such default; • • . 18.1.2 The Demised Premises shall be deserted, abandoned, or vacated; • 18.1.3 Tenant shall fail to comply with any-material term, provision,condition • or covenant contained herein other than the payment of rent and shall • . not cure such failure within thirty(30) days after the receipt of written - notice from the City specifying any such default; or such longer period • • of time acceptable to the City, at its sole discretion; V 18.1..4 Receipt of notice of violation from any governmental authority having jurisdiction dealing with a law, code, regulation, ordinance or the like, which remains uncured for a period of thirty (30) days from its issuance; provided, however,that if such violation cannot reasonably , be cured within such thirty (30) day period, then Tenant shall cure • such violation diligently and as quickly as reasonably practicable • - under the circumstances and shall have a reasonable period of time within which to cure such violation so long as Tenant is proceeding, but in no event shall such time for cure exceed sixty (60) days from the date of issuance of the initial notice of violation. • • 18.1.5: . Any petition is filed by or against Tenant under any section or chapter of the Bankruptcy Act, as amended, which remains pending for more - than sixty (60) days, or any other proceedings now or hereafter authorized by the laws of the United States or of any state for the • • purpose of discharging or extending the time for payment of debts; • 11 �� • • 18.1.6 Tenant shall become insolvent; • . r.._p:1Tenant shall make an assignment for benefit of creditors; • :.;,.. 18.11:8 :c:n; •A feceiver is-appointed for Tenant by any court and shall not be • dissolved within thirty (30) days thereafter; or - The leasehold interest is levied on under execution. - . 19. Rights on Default. 19.1 Rights on Default: • In the event of any default by Tenant as provided herein, City shall have the : option to do any of the following, in addition to and not in limitation of, any • • other remedy permitted by law or by this Agreement; • • 19.1.1 Terminate this Agreement, in which event Tenant shall immediately • surrender the Demised Premises to the City, but if Tenant shall fail to • •- . do so the City may, without further notice, and without prejudice to any other remedy the City may have for possession or arrearages in rent or damages for breach of contract, enter upon the Demised Premises and expel or remove Tenant and its effects in accordance with law,without being liable for prosecution or any claim for damages therefore, and Tenant agrees to indemnify and hold harmless.the City for all loss and damage which the City may suffer by reasons of such Agreement termination,whether through inability to re-let the Demised Premises, or otherwise. .• • . 19.1.2 Declare the entire amount of the Base Rent and Additional Rent which would become due and payable during the remainder of the term of this Agreement to be due and payable immediately, in which • event Tenant agrees to pay the same at once, together with all rents • therefore due, at the address of the City, as provided in the Notices section of this Agreement; provided,, however, that such payment shall not constitute a penalty, forfeiture, or liquidated damage, but shall merely constitute payment in advance of the rents for the remainder of said term and such payment shall be considered, construed and taken to be a debt provable in bankruptcy or receivership. V V • • V :19.1.3 Enter the Demised Premises as the agent of Tenant, by force if necessary, without being liable to prosecution or any claim for damages therefore; remove Tenant's property there from; and re-let • the Demised Premises, or portions thereof, for such terms and upon • such conditions which the City deems, in its sole discretion,desirable, • • V and to receive the rents therefore, and Tenant shall pay the City any • deficiency that may arise by reason of such re-letting, on demand at any time and from time to time at the office of the City; and for the • 12 \t' -z '.;_;purpose of re-letting, the City may (i) make any repairs, changes, •- . .. .. , '•r it ,alterations or additions in or to said Demised Premises that may be -_ •t--necessary or.convenient; (ii) pay all costs and expenses therefore ;4;: ±r5�., �=. r�!�r.;_.. .!Tfrom:rents resulting from re-letting; and (iii)Tenant shall pay the City any deficiency as aforesaid. • 19.i.4)ff h Take•possession of any personal property owned by Tenant on said • , -!-Demised Premises and sell the same at public or private sale, and applysame to the payment of rent due, holding Tenant.liable;for the • deficiency, if any. c, :_ 191.5 : It is expressly agreed and understood by and between the parties hereto that any installments of rent accruing under the provisions of • this Agreement which shall not be paid when due shall bear interest at the maximum legal rate of interest per annum then prevailing in Florida from the date when the same was payable by the terms hereof, until the same shall be paid by Tenant. Any failure on the City's behalf to enforce this Section shall not constitute a waiver of this provision with respect to future accruals of past due rent. In addition, there will be a late charge of Fifty ($50.00) Dollars for any payments submitted after the due date. ' 19.1.6 If Tenant shall default in making any payment of monies to any person or for any purpose as may be required hereunder, the City • may pay such expense but the City shall not be obligated to do so. Tenant, upon the City's paying such expense,.shall be obligated to • .• forthwith reimburse the City for the amount thereof.All sums of money .• • payable by Tenant to the City hereunder shall be deemed as rent for use of the Demised Premises and collectable by the City from Tenant as rent, and shall be due from Tenant to the City on the first day of • the month following the payment of the expense by the City. • 19.1.7 The rights of the City-under this Agreement shall be cumulative but not restrictive to those given by law and failure on the part of the City to exercise promptly any rights given hereunder shall not operate to waive or to forfeit any of the said rights. • . 19.2 • Default by City: ' The failure of the City to perform any of the covenants, conditions and • • . agreements of this Agreement which are to be performed by the City and the continuance of such failure for a period of thirty(30)days after notice thereof • in writing from Tenant to the City (which notice shall specify the respects in which Tenant contends that the City failed to perform any such covenant, conditions and agreements) shall constitute a default by the City, unless such default is one which cannot be cured within thirty.(30)days because of circumstances beyond the City's control, and the City within such thirty(30) - day period shall have commenced and thereafter shall continue diligently to prosecute all actions necessary to cure such defaults. ' • 13 �. • • • • However;in the event the City fails to perform within the initial thirty(30)day =period provided above, and such failure to perform prevents Tenant from ,, ;r „ . :.operating its business in a customary manner and causes an undue hardship .,F> . .,•-•.:_ .,_for_Tenant,,then such failure to perform(regardless of circumstances beyond • As control) as indicated above, shall constitute a default by the City. 19.3 Tenant's Rights on Default: . •If.an.event• of.the City's default shall occur, Tenant, to the fullest extent =permitted by,law,•.-shall have the right to pursue any and all remedies - - available at law or in equity,'including the right to sue for •and collect • •: • . . .• damages; including reasonable attorney fees and costs, to terminate this .Agreement; provided however, that Tenant expressly acknowledges and • agrees that any recovery by Tenant shall be limited to the amount set forth in Section 32 of this Agreement. 20. Indemnity Against Costs and Charges. . 20.1 Tenant shall be liable to the City for.all costs and charges, expenses, • reasonable attorney's fees, and damages which may be incurred or • • • sustained by the City, by reason of.Tenant's breach of any of the provisions • of this Agreement. Any sums due the City under the provisions of this item • • shall constitute a lien against the interest of the Tenant and the Demised • • . Premises and all of Tenant's property situated thereon to the same extent • • and on the same conditions as delinquent rent would constitute.a lien on said premises and property. • 20.2 If Tenant shall at any time be in default hereunder, and if the City shall deem . • it necessary to engage an attorney to enforce the City's rights and Tenant's obligations hereunder, Tenant will reimburse the City for the reasonable • expenses incurred thereby, including, but not limited to, court costs and reasonable attorney's fees, whether suit be brought or not and if suit be brought, then Tenant shall be liable for expenses incurred at both the trial and appellate levels. - - 21. Indemnification Against Claims. • 21.1 Tenant shall indemnify and save the City harmless from and against any and all claims or causes of action (whether groundless or otherwise) by or on behalf of any person, firm, or corporation, for personal injury or property • damage occurring upon the Demised Premises or upon any other land or other facility or appurtenance used in connection with the Demised • • • Premises, occasioned in whole or in part by any of the following: • 21.1.1 An act or omission on the part of Tenant, or any employee, agent, contractor,.invitee, guest, assignee, sub-tenant or subcontractor of • . . Tenant; ' 21.1.2 Any misuse, neglect, or unlawful use of the Demised Premises by 14 • • . -_-__ ;Tenant;or any employee, agent,contractor, invitee,guest,assignee, . :�: _: sub-tenant or subcontractor of Tenant; . . :;io, ,.2a x.1.3, - ,.An •breach,,:violation, or non-performance of any undertaking of Tenant under this Agreement; . • • , „ ,ti. ,?,. ,Q1.1 4,,,,:...,,}°Anything-growing out of the use or occupancy of the Demised .Premises by Tenant or anyone holding or claiming to hold through or under this Agreement. . `• 21•.2 :. • ''Tenant agrees to pay all damages to the Demised Premises and/or-other _ ::._, - • . . :facilities used in connection therewith, caused by Tenant or any employee, • - - agent, contractor;guest, or invitee of Tenant. . • 22: Signs and Advertising. . ' Tenant shall not permit the painting and display of any signs, plaques, lettering or ' advertising material of any kind on or near the Demised Premises without the prior written consent of the City Manager, which consent shall not be unreasonably- withheld, conditioned or delayed. All additional signage shall comply with signage . • standards established by the City and comply with all applicable building codes,and . - . • • any other municipal, County, State and Federal laws. . • 23. • Effect of Conveyance. • The term "City" and/or"Landlord"as used in the Agreement means only the owner • for the time being of the land and building containing the Demised Premises,so that in the event of any sale of said land and building, or in the event of a lease of said • . building, the City shall be and hereby is entirely freed and relieved of all covenants • . • and obligations of the City hereunder, and it shall be deemed and construed without • • further agreement between the parties, orbetween the parties and the purchaser at such sale, or the lease of this building, that the purchaser or Tenant has assumed • and agreed to carry out all covenants and obligations of the City hereunder. 24. . Damage to the Demised Premises. 24.1 ' If the Demised Premises shall be damaged by the elements or other casualty not due to Tenant's negligence, or by fire, but are not thereby rendered untenantable, as determined by the City Manager, in his sole and reasonable ' • discretion, in whole or in part, and such damage is covered by the City's • insurance, if any, (hereinafter referred to as "such occurrence"), the City, • • shall, as soon as possible after such occurrence, utilize the insurance , . • proceeds to cause such damage to be repaired and the Rent (Base Rent • • and Additional Rent) shall not be abated. If by reason of such occurrence, the Demised Premises shall be rendered untenantable,as determined by the • . City Manager, in his sole and reasonable discretion, only.in part, the City shall as soon-as possible utilize the insurance proceeds to cause the damage to be repaired, and the Rent meanwhile shall be abated; • • proportionately as to the portion of the Demised Premises rendered . . • untenantable; provided however, that the City shall promptly obtain a good • faith estimate of the time required to render the Demised Premises • 15 • '' • • .,,. .,-tenantable and'if such time exceeds sixty (60) days, either party shall have << the option of canceling this Agreement. f: _ r. .:24.2 %I; ,+_a i«.Ifthe Demised Premises shall be rendered wholly untenantable by reason of rirsubh occurrence,,the City shall have the option, but not the obligation, in its }r.-crssr;iisole and..reasonable discretion, to utilize the insurance proceeds to cause - : , ,:-.> .f!)=-Irvilsucih'damage1cil a repaired and the Rent meanwhile shall be abated. • '4.,x =L-:`!i .:-c_However;:the City shall have the right, to be exercised by notice in writing • • -t: delivered-to•Tenant within sixty(60)days from and after said occurrence, to - f, r:, t.::.electnot to reconstruct the destroyed Demised Premises, and in such event, •• .: .. . . • • • 'this Agreement and the tenancy hereby created shall cease as of the date of • -,,, ..ti ,:. �,: ;;.'. - . _ . said occurrence, -the Rent-to be adjusted as of such date. If the Demised • ' Premises shall be rendered wholly untenantable,Tenant shall have the right, to be exercised by notice in writing, delivered to the City within thirty (30) days from and after said occurrence, to elect to terminate this Agreement, the Rent to be adjusted accordingly. • . • 24.3. . . Notwithstanding any clause contained in this Section 24, if the damage is not covered by the City's insurance, then the City shall have no obligation to . repair the damage, but the City shall advise Tenant in writing within thirty(30) • days of the occurrence giving rise to the damage and of its decision not to repair, and the Tenant may, at any time thereafter, elect to terminate this Agreement, and the Rent shall be adjusted accordingly: 25. Quiet Enjoyment. Tenant shall enjoy quiet enjoyment of the Demised Premises and shall not be • . . evicted or disturbed in possession of the Demised Premises so long as Tenant complies•with the terms of this Agreement. 26. Waiver. 26.1 It is mutually covenanted and agreed by and between the parties hereto that the failure of the City to insist upon the strict performance of any of the conditions, covenants, terms or provisions of this Agreement, or to exercise any option herein conferred, will not be considered or construed as a waiver .. or relinquishment for the future of any such conditions, covenants, terms, provisions or options but the same shall continue and remain in full force and effect. . • 26.2 A waiver of any term expressed herein shall not be implied by any neglect of the City to declare a forfeiture on account of the violation of such term if such violation by continued or repeated subsequently and any express waiver shall not affect any term other than the one specified in such waiver and that • one only for the time and in the manner specifically stated. 26.3 The receipt of any sum paid by Tenant to the City after breach of any condition, covenant,term or provision herein contained shall not be deemed • a waiver of such breath, but shall be taken, considered and construed as • :�i;: 'ciipayment for use and occupation, and not as Rent, unless such breach be expressly waived in writing by the City. 27. Notices. . - _ -+:• -4-.,,=>Ttle addresses-#or allnotices required under this Agreement shall be as follows, or - - ••''',at such other address as either party shall be in writing, notify the other: . . .. . ,• - ••,, LANDLORD: • City Manager City of Miami Beach 1700 Convention Center Drive • °�i• ! ht-'e-• . Miami.Beach, Florida 33139 . With copy to: Director • City of Miami Beach _ . • Office of Real Estate, Housing and Community Development 1700 Convention Center Drive . • Miami Beach, Florida 33139 • • TENANT: South Florida Salon Group, Inc. ' • Attention: Omid Lari - • - 765 17th Street, Unit A • Miami Beach, Florida 33139 . • With copy to: Gerald K. Schwartz . Law Offices of Gerald K. Schwartz 1691 Michigan Avenue, Suite 320 . Miami Beach, Florida 33139 . All notices shall be hand delivered and a receipt requested, or by certified mail with • • Return receipt requested, and shall be effective upon receipt. . . • .28. Entire and Binding Agreement. . This Agreement contains all of•the agreements between the parties hereto, and it • may not be modified in any manner other than by agreement in writing signed by all the parties hereto or their successors in interest. The. terms, covenants and • conditions contained herein shall inure to the benefit of and be binding upon the City • and Tenant and their respective successors and assigns, except as may be . . • • otherwise expressly provided in this Agreement. . • 29. Provisions,Severable. If any term or provision of this Agreement or the application thereof to any person or ' . circumstance shall,to any extent, be invalid or unenforceable,the remainder of this • • Agreement, or the application of such term or provision to persons or circumstances • • other than those as to which it is held invalid or unenforceable, shall not be affected • thereby and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. _ • g17 • 30,. Captions. . captions'contained herein are for the convenience and reference only and shall - - ,.c;!'not°be deemed a part of this Agreement or construed as in any manner limiting or ,••• . : -t_:-,.,: amplifying the terms and provisions of this Agreement to which they relate. 31. Number and Gender. >' y.{I` = `Wheneverused herein;the singular number shall include the plural and the plural shall include the:singular, and the use of one gender shall include all genders. 32. Limitation of Liability. • • The City desires to enter into this Agreement only if in so doing the City can place a limit on the City's liability for any cause of action for money damages due to an alleged breach by the City of this Agreement, so that its liability for any such breach • never exceeds the sum of Fifty Thousand ($50,000.00) Dollars. Tenant hereby • expresses its willingness to enter into this Agreement with Tenant's recovery from • . ' the City for any damage action for breach-of contract to be limited to a maximum amount of$50,000.00.Accordingly, and notwithstanding any other term or condition of this Agreement, Tenant hereby agrees that the City shall not be liable to Tenant • • • :for damage in an amount in excess of$50,000.00 for any action or claim for breach of contract arising out of the performance or non-performance of any obligations imposed upon the City by this Agreement. Nothing contained in this Section or elsewhere in this Agreement is in any way intended to be a waiver of the limitation placed upon the City's liability as set forth in Florida Statutes, Section 768.28. 33. Surrender of the Demised Premises. Tenant shall, on or before the last day of the Term herein demised, or the sooner termination thereof, peaceably and quietly leave, surrender and yield upon to the . " City the Demised Premises, together, with any and all equipment, fixtures, furnishings, appliances or other personal property, if any, located at or on the Demised Premises and used by Tenant in the maintenance, management or operation of the Demised Premises, excluding any trade fixtures or personal property, if any, which can be removed without material injury to the Demised Premises, free of all liens, claims and encumbrances and rights of others or broom- clean, together with all structural changes,alterations, additions,and improvements which may have been made upon the Demised Premises, in good order, condition and repair, reasonable wear and tear excepted, subject, however, to the subsequent provisions of this Section.Any property which pursuant to the provisions • of this Section is removable by Tenant on or at the Demised Premises upon the termination of this Agreement and is not so removed may, at the option of the City, be deemed abandoned by Tenant, and either may be retained by the City as its • • property or may be removed and disposed of at the sole cost of the Tenant in such manner as the City may see fit. If the Demised Premises and personal property, if any, be not surrendered at the end of the Term as provided in this Section, Tenant . shall make good the City all damages which the City shall suffer by reason thereof, and shall indemnify and hold harmless the City against all claims made by any succeeding tenant or purchaser, so far as such delay is occasioned by the failure of • Tenant to surrender the Demised Premises as and when herein required. 18 34. Time is of the Essence. .• — Tittle is of.the-.essence in every particular and particularly where the Obligation to • pay money is involved. 35. Venue: -,-,. ::-•This Agreement shall be-deemed to have been made and shall be construed and 'interpreted inraccordahce with the laws of the State of Florida.This Agreement shall ,.i: = .y r:,•,f. be.enforceablein:Miami-Dade County, Florida, and if legal action is necessary by . _ ,,:, either party with respect=to the enforcement of any and all the terms or conditions . 02' � :.1fierein;,lexclusive'-•venue-for the enforcement of same shall lie in Miami-Dade County, Florida. CITY AND TENANT HEREBY KNOWINGLY AND INTENTIONALLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING THAT THE CITY • AND TENANT MAY HEREIN AFTER INSTITUTE AGAINST EACH OTHER WITH . RESPECT TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT. • . 36. Radon is a naturally occurring radioactive gas that,when it is accumulated in a building in sufficient quantities, may.present health risks to persons who are • • exposed to it over time. Levels of Radon that exceed Federal and State guidelines have been found in buildings in Florida.Additional information regarding Radon and • . . Radon testing may be obtained from your County Public Health Unit: . • 37. No Dangerous Materials. • Tenant agrees not to use or permit in the Demised Premises the storage and/or use of gasoline, fuel oils, diesel, illuminating oils, oil lamps, combustible powered . electricity producing generators, turpentine, benzene, naphtha, propane, natural gas, or other similar substances, combustible materials, or explosives of any kind, or any substance or thing prohibited in the standard policies,of fire insurance. companies in the State of Florida. Any such substances or materials found,within • the Demised Premises shall be immediately removed. • Tenant shall indemnify and hold the City harmless from any loss, damage,,cost, or expense of the City, including, without limitation, reasonable attorney's fees, incurred as a result of, arising from, or connected with the placement by Tenant of • • • any "hazardous substance" or "petroleum products" on, in or upon the Demised Premises as those terms are defined by applicable Federal and State Statute, or : . any environmental rules and environmental regulations promulgated thereunder. The provisions of this Section 37 shall survive the termination or earlier expiration of this Agreement. • • REMAINDER OF PAGE.INTENTIONALLY LEFT BLANK - • `- � 19 • • • • =;,#N WITNESS WHEREOF,--the parties hereto have caused their names to be signed • • and theirseals to be affixed,.allas of the day and year first above written, indicating their • • 'agreement. 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