1680 Meridian Avenue Building Lease 20t-9-3oi
1680 MERIDIAN AVENUE BUILDING
LEASE
BY AND BETWEEN
1680 COSTA, LLC,
a Delaware limited liability company,
as Landlord,
and
CITY OF MIAMI BEACH
as Tenant
•
SUITES 203 & 602
Dated May_,2019
INDEX TO
1680 MERIDIAN AVENUE BUILDING
LEASE
1. PREMISES; COMMON AREAS 1
2. LEASE TERM; LEASE DATE 1
3. RENT 2
4. SECURITY DEPOSIT; SECURITY INTEREST 7
5. USE/EXCLUSIVITY 8
6. DELAY OF POSSESSION 8
7. ACCEPTANCE OF PREMISES 8
8. INTENTIONALLY BLANK 9
9. BUILDING SERVICES 9
10. REPAIRS AND MAINTENANCE 12
11. TENANT'S ALTERATIONS 13
12. TELECOMMUNICATIONS• 14
13. ALTERATIONS, SHORING AND SIGNAGE 16
14. ASSIGNMENT AND SUBLETTING 18
15. TENANT'S INSURANCE COVERAGE 18
16. LANDLORD'S INSURANCE COVERAGE 19
17. TENANT ACKNOWLEDGEMENT 19
18. DAMAGE OR DESTRUCTION BY CASUALTY 19
19. CONDEMNATION AND EMINENT DOMAIN 20
20. LIMITATION OF TENANT AND LANDLORD'S LIABILITY;
INDEMNIFICATION 21
21. COMPLIANCE WITH LAWS AND PROCEDURES 22
22. RIGHT OF ENTRY 22
23. DEFAULT 23
24. LANDLORD'S REMEDIES FOR TENANT'S DEFAULT 24
25. LANDLORD'S RIGHT TO PERFORM FOR TENANT'S ACCOUNT 25
26. LIENS 26
27. NOTICES 26
28. MORTGAGE; SUBORDINATION 26
29. ATTORNMENT AND MORTGAGEE'S REQUEST; ESTOPPEL
CERTIFICATE 27
30. TRANSFER BY LANDLORD 28
31. SURRENDER OF PREMISES; HOLDING OVER 28
32. NO WAIVER; CUMULATIVE REMEDIES 29
33. WAIVER 29
34. CONSENTS AND APPROVALS 30
35. RULES AND REGULATIONS 30
36. SUCCESSORS AND ASSIGNS 30
37. QUIET ENJOYMENT 30
38. ENTIRE AGREEMENT 30
39. HAZARDOUS MATERIALS 30
40. BANKRUPTCY PROVISIONS 32
41. STATEMENTS 33
42. RIGHT TO RENEW 34
43. MISCELLANEOUS 35
EXHIBIT(S):
Exhibit"A" Premises Space Plan
Exhibit"B" HVAC Overtime Schedule
Exhibit"C" Work Letter
Exhibit"D" Rules and Regulations
ii
BASIC LEASE INFORMATION RIDER
1680 MERIDIAN AVENUE BUILDING
LEASE
Preamble Date of Lease: May , 2019 (referred to herein as the "Date of Lease"
or as the "Effective Date")
Preamble Landlord: 1680 COSTA, LLC, a Delaware limited liability company
Preamble Tenant: CITY OF MIAMI BEACH, FLORIDA, in its proprietary
capacity
Section 1 Premises: Suite 203 and Suite 602
1680 Meridian Avenue
Miami Beach, FL 33139
Section 1 Net Rentable Area of Premises: Deemed to be 4,814 rentable square feet
(being 2,583 rentable square feet in Suite 203 and 2,231 rentable square
feet in Suite 602 and being based on an agreed common area factor of
22%).
Section 2 The Lease Commencement Date shall be the earlier of the Effective Date
of this Lease or June 1, 2019.
Section 2 Expiration Date: August 31, 2024
Section 2 Lease Term: the Lease Commencement Date through the Expiration Date,
subject to two (2) rights to renew the Lease Term for three (3) years each
in accordance with the terms herein. Notwithstanding anything to the
contrary that may be set forth or implied herein, this Lease shall be
binding, effective and in full force and effect as of the Effective Date.
Section 3 Rent Commencement Date: September 1, 2019
Section 3 Initial Base Rent Per Month: $17,651.33 (i.e., $44.00 per rentable square
feet per year) plus applicable sales tax unless, and to the extent, Tenant
qualifies for exemption**.
Section 3 Annual Base Rent(payable in equal monthly installments)
Lease Year 1*: $211,816.00 per annum, plus applicable sales tax
(payable in twelve (12) equal monthly installments
of$17,651.33 per month, plus applicable sales tax).
Lease Year 2: $218,170.48 per annum, plus applicable sales tax
(equal to $18,180.87 per month, plus applicable
sales tax)
iii
Lease Year 3: $224,715.59 per annum, plus applicable sales tax
(equal to $18,726.30 per month, plus applicable
sales tax)
Lease Year 4: $231,457.06 per annum, plus applicable sales tax
(equal to $19,288.09 per month, plus applicable
sales tax)
Lease Year 5: $238,400.77 per annum, plus applicable sales tax
(equal to $19,866.73 per month, plus applicable
sales tax)
*The 1st Lease Year shall be longer than 12 months and shall be defined as the period from the
Lease Commencement Date until August 31, 2020, subject to the Rent Free Period (as defined
below). Each subsequent Lease Year shall be each successive twelve (12) month period
thereafter
** The Tenant represents and warrants that it is a Florida municipal corporation and, as such,
rent due from the Tenant under this Lease is exempt from payment of sales and use taxes.
Section 3 Tenant's Share: 8.83%
Section 3 Base Year for Purposes of Base Operating Amount: 2019
Section 3 Rent Payment Location: Management office or such other location as
Landlord may designate in writing from time to time.
Sections 4 Advance Rent: $17,651.33; as pre-payment of the first months' Rent.
Security Deposit: NONE.
Section 5 Use of Premises: General office purposes.
Tenant's Address for Notices Prior to Lease Commencement Date:
City of Miami Beach, Florida
1700 Convention Center Drive
Miami Beach, FL 33139
Attention: Mark Milisits,Real Estate Division Director
Email: MarkMilisits@miamibeachfl.gov
With additional copy to:
City of Miami Beach, Florida
1700 Convention Center Drive
Miami Beach, FL 33139
Attention: City Manager
iv
Landlord's Address for Notices:
1680 Costa LLC
7600 SW 57th Avenue
Suite 310
Miami, FL 33143
Email: OPPENREAL@GMAIL.COM
Section 15 Amount of General Commercial Liability Insurance: (self-insured)
Section 43 Tenant's Real Estate Broker or Salesperson: None
Landlord's Real Estate Broker or Salesperson: Continental Real Estate
Companies (CREC)
Certain of the information relating to the Lease, including many of the principal economic terms,
are set forth in this Basic Lease Information Rider (the "BLI Rider"). The BLI Rider and the
Lease are, by this reference, hereby incorporated into one another. In the event of any direct
conflict between the terms of the BLI Rider and the terms of the Lease, the BLI Rider shall
control. Where the Lease simply supplements the BLI Rider and does not conflict directly
therewith,the Lease shall control.
V
IN WITNESS WHEREOF, Landlord and Tenant have signed this BLI Rider as of this
day of , 2019.
WITNESSES: LANDLORD:
1680 COSTA,LLC,
Name: a Delaware limited liability company
By: 1680 ECM,LLC,
a Delaware limited liability company,
Name: its Manager
By: MARKET STREET REAL ESTATE
PARTNERS,LLC,
a Florida limited liability company,
its Managing Member
By:
Allen Serviansky,Manager
WITNESSES: "TENANT"
' CITY OF MIAMI BEACH,FLORIDA
Name: �cU �cr-,�l �, �Gd►��'^ /
By: -
Dan Gelber,Mayor
ATTEST:
. _A 5`3 , &
f alhel I„ Ciraaado, City Clerk
... 4 Obi
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s :_��'CURp ORAT�p
APPROVED AS TO
FORM & LANGUAGE
L? ° ; ....••••A c5 & F* E<ECUTION
vi City Attorney 14 Dote
1680 MERIDIAN AVENUE BUILDING
LEASE
THIS LEASE ("Lease") is made as of the day of May, 2019 (the "Date of
Lease" or the "Effective Date") by and between 1680 COSTA, LLC, a Delaware limited liability
company, ("Landlord"), and the CITY OF MIAMI BEACH, FLORIDA, in its proprietary
capacity ("Tenant").
WITNESSETH:
1. PREMISES; COMMON AREAS Landlord leases to Tenant and Tenant leases
from Landlord the premises in the building commonly known as the 1680 Meridian Avenue
Building (the "Building") located at 1680 Meridian Avenue, Miami Beach, Florida, known by
those certain suite numbers set forth in the Basic Lease Information Rider (the "BLI Rider")
attached to the front of this Lease and incorporated into this Lease by this reference, which
spaces are more particularly shown on the floor plan attached hereto as Exhibit "A" and by this
reference incorporated herein (the "Premises"). The parties hereby agree that the Premises
contain the number of net rentable square feet set forth in the BLI Rider as the Net Rentable Area
of Premises and that the parties shall not increase the Net Rentable Area of the Premises for
purposes of this Lease, regardless of any re-measurement of the Premises by Landlord or Tenant.
In addition to the Premises, Tenant has the right to use, in common with others, to the extent the
same exist, the lobby, public entrances, public stairways, public elevators and restrooms of the
Building. The common areas serving the Building, including those referenced above, and all
others, will at all times be subject to Landlord's exclusive control and management in
accordance with the terms and provisions of this Lease.
2. LEASE TERM; LEASE DATE:
A. General. The term of this Lease (the "Lease Term") is for the period of
time set forth in the BLI Rider, with the Tenant's right to possession of the Premises
commencing on the commencement date set forth in the BLI Rider("Commencement Date") and
the term of the Lease, and Tenant's right to retain possession of the Premises, ending on the
Lease expiration date set forth in the BLI Rider ("Expiration Date"); subject to the Tenant's right
to renew and extend the Lease term as is set forth herein. Tenant's obligation to pay all rent,
including Base Rent, Overhead Rent and Additional Rent (collectively, "Rent"), as such terms
are hereafter defined, will commence on the rent commencement date set forth in the BLI Rider
("Rent Commencement Date").
B. Default Prior to Lease Commencement Date. The parties agree that as
long as Tenant shall have duly kept and performed all of the terms and conditions to be kept and
performed by Tenant under this Lease, for the time period (if any) beginning on the
Commencement Date and ending on the Rent Commencement Date hereinafter referred to as the
"Rent Free Period"), Tenant and only Tenant hereunder (this provision shall not apply to any
assignee or subtenant of Tenant) may occupy the Premises without any obligation to pay Base
Rent or Overhead Rent, provided, however, that (i) all of the other terms and provisions of this
Lease shall apply during the Rent Free Period, (ii) on the Rent Commencement Date Tenant shall
begin paying Base Rent and Overhead Rent, pursuant to all of the terms of this Lease and (iii)
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Tenant hereby acknowledges that Landlord's waiver of the Base Rent and Overhead Rent during
the Rent Free Period, as well as Landlord's giving of any other lease concessions to Tenant,
including, but not limited to, tenant improvement work and funds, are conditioned upon Tenant
not being in default hereunder and should Tenant default hereunder, such amounts shall, without
notice and in addition to all other rights and remedies available to Landlord, become
immediately due and payable by Tenant to Landlord. To the extent allowable, and further
subject to the applicable limitations on the Tenant's liability that may be set forth in Section
768.28, Florida Statutes, Tenant shall indemnify Landlord from and against any losses, liabilities
and/or expenses concerning Tenant's improvements and/or occupancy.
Tenant shall receive possession, including all keys for the Premises as of the Effective
Date.
3. RENT:
A. Base Rent. During the Lease Term, Tenant shall pay as the base rent for
the Premises ("Base Rent") the amounts set forth in the BLI Rider, with same being due and
payable without demand, setoff or deduction, in advance, on or before the first day of each
calendar month, in equal monthly installments of the amounts set forth in the BLI Rider, plus
applicable sales and other such taxes as are now or later enacted.
B. Overhead Rent.
(i) Landlord shall, each year, pay the Base Operating Amount for the
Premises, as hereafter defined. Tenant shall pay, as,additional overhead rent, prorated for partial
Lease Years as applicable, Tenant's Share (as hereafter defined) of the total amount of (i) the
annual Operating Expenses (as hereafter defined), plus (ii) the annual Taxes (as hereafter
defined), in excess of the Base Operating Amount for the Premises, as defined below("Overhead
Rent"). For purposes of clarification, because Overhead Rent will only exist if and when annual
Operating Expenses and annual Taxes exceed the Base Operating Amount, Overhead Rent
during the Base Year shall be $0.00.
(ii) For all Lease Years during the Lease Term after the Base Year, Landlord
shall, in advance, reasonably and in good faith estimate for each such calendar year the total
amount of the Overhead Rent and provide such estimate in writing to Tenant prior to the
commencement of each Lease Year after the Base Year. Landlord shall make such estimate
before January 1 of each Lease Year after the Base Year. One twelfth (1/12) of the estimated
Overhead Rent shall be payable monthly, in advance, along with the monthly payment of the
Base Rent for such Lease Year. On or before March 31 following a Lease Year for which
Overhead Rent is payable hereunder, Landlord shall endeavor to provide Tenant with a written
statement (the "Yearly Statement") showing the amount of the actual Overhead Rent for the
previous Lease Year, and a reasonable breakdown of the items included therein, together with an
invoice for any under payments of Overhead Rent, if any and applicable (to be paid by Tenant to
Landlord within thirty (30) days following receipt of such invoice, or to be included with the
next monthly payment of Rent, whichever shall first occur, and deemed Additional Rent due
hereunder). Landlord may, at any time and from time to time, revise the amount due as its
monthly Overhead Rent payment to cover any increase not previously factored into Tenant's
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Share of Overhead Rent. Upon Tenant's receipt of a revision to Tenant's Share of Overhead
Rent, Tenant shall pay the revised amount to Landlord as Additional Rent. Any excess payment
by Tenant shown on the Yearly Statement shall be credited against payments next due from
Tenant or, if no such payments are next due, such excess payment will be refunded to Tenant
within thirty (30) days. For a period of fifteen (15) days after receipt of the Yearly Statement,
Tenant shall have the right, upon five (5) days advance written notice, to visit Landlord's office
in the Building, or such other location within Miami-Dade County where Landlord maintains the
books and records for the Building in the event that Landlord does not maintain at the Building,
during Business Hours, as hereafter defined, to inspect Landlord's books and records concerning
the Overhead Rent. In connection with any examination by Tenant of Landlord's records,
Tenant agrees to treat and to require its authorized representatives, accountants and agents to
treat all information as confidential and not to disclose it to any other person, provided such
information may be disclosed: (i) to governmental authorities to whom disclosure is required or
as may be required by law; (ii) to Tenant's legal counsel, accountants and advisors; and (iii) in
connection with litigation with regard to this Lease. When calculating annual Taxes, such
calculation shall, with respect to ad valorem and non ad valorem taxes, be calculated with
reference to the amount actually paid by Landlord for such year in light of a protest or dispute
over the amount of such Taxes. In the event the Taxes for any year are in fact contested by
Landlord, the amount payable for that year shall be the amount found to be payable in a final
determination, whether such final determination is in the form of a pronouncement from the
appropriate tribunal or a settlement. The delivery or failure to deliver of the aforedescribed
estimate statement after January 1 and/or the Yearly Statement after March 31 shall not be
deemed a waiver of any of Landlord's rights to collect monies due under this Lease after the
estimate and the Yearly Statement (as applicable based on what was not yet provided) have been
provided to Tenant.
C. Definition of Material Terms.
(a) The term "Operating Expenses" shall mean (i) any and all
Landlord's costs of ownership, management, operation, repair, refurbishing, redecorating,
replacement, and administration and maintenance of the Building, common areas and parking
areas constituting the common areas, including, without limitation, wages, salaries,
professionals' fees, taxes, insurance, benefits and other payroll burdens of all employees,
janitorial, maintenance, security, and other services, building management office rent or rental
value, power, fuel, water, waste disposal, landscaping care, lighting, garbage removal, pest
control, window cleaning, system maintenance, advertising, and any and all other utilities
(including, but not limited to electricity for the Building), materials, supplies, maintenance,
repairs, casualty and liability insurance applicable to the Building and Landlord's personal
property and depreciation on personal property; (ii) the cost (amortized over such reasonable
period as Landlord shall determine together with interest at the rate of Citibank's prime rate per
annum on the unamortized balance) of any capital improvements made to the Building by
Landlord after the date of this Lease that are required under any governmental law or regulation
or that are intended to reduce other Operating Expenses; provided, however, that Operating
Expenses shall not include depreciation on the Building other than depreciation on carpeting in
public corridors and common areas, costs of tenant improvements, real estate brokers'
commissions, interest and capital items other than those referred to in subsection (ii) above; and
(iii) a management fee. Operating Expenses shall also not include, (i) costs of alterations of the .
3
premises of tenants and/or other occupants of the Building, (ii) costs of capital improvements to
the Building (except for amortized portion of capital improvements installed for the purpose of
reducing Operating Expenses or complying with governmental law or regulation),
(iii) depreciation charges, (iv) interest and principal payments on loans, (v) ground rental
payments, (vi) real estate brokerage and leasing commissions, (vii) advertising and marketing
expenses, (viii) costs reimbursed by insurance proceeds, (ix) expenses incurred in negotiating
leases of other tenants in the Building or enforcing lease obligations of other tenants in the
Building and related legal fees and costs, and (x) Landlord's or Landlord's property manager's
corporate general overhead or corporate general administrative expenses except to the extent
specifically attributable to the Building. Landlord shall maintain accounting books and records in
accordance with sound accounting principles.
In determining the amount of Operating Expenses for any calendar year, including the Base
Year, (i) if less than one hundred percent (100%) of the Building shall have been occupied by
tenants and fully used by them, Operating Expenses shall be increased to an amount equal to the
like operating expenses which would normally be expected to be incurred had such occupancy
been one hundred percent (100%) and had such full utilization been made during the entire
period or (ii) if Landlord is not furnishing particular work or services (the cost of which if
performed by Landlord would constitute an Operating Expense) to a tenant who has undertaken
to perform such work or service in lieu of the performance thereof by Landlord, Operating
Expenses shall be deemed to be increased by an amount equal to the additional expense which
would reasonably have been incurred during such period by Landlord had Landlord furnished
such work or service to such tenant. Landlord hereby agrees to exclude each year from the
amount of the Operating Expenses the total amount of any and all sums, amounts or charges paid
by Tenant or other tenants of the Building directly to Landlord'or its agent for specific tenant
requested services or specific utility charges, if applicable.
(b) The term "Taxes" shall mean the gross amount of all impositions,
taxes, ad valorem real property taxes, municipal, county and federal assessments (special or
otherwise), water and sewer assessments, local improvement rates, and assessments and other
governmental liens or charges of any and every kind, nature and sort whatsoever, ordinary and
extraordinary, foreseen and unforeseen, and substitutes therefore, including all taxes whatsoever
(except for taxes for the following categories which shall be excluded from the definition of
Taxes: any inheritance, estate, succession, transfer or gift taxes imposed upon Landlord or any
income taxes specifically payable by Landlord as a separate taxpaying entity without regard to
Landlord's income source as arising from or out of the Building and/or the land on which it is
located) attributable in any manner to the Building, the land on which the Building is located or
the rents (whether Base Rent, Overhead Rent, or Additional Rent) or other payments receivable
therefrom, or any part thereof, or any use thereon, or any facility located therein or used in
conjunction therewith or any charge or other amount required to be paid to any governmental
authority, whether or not any of the foregoing shall be designated "real estate tax", "sales tax",
"rental tax", "excise tax", "business tax", or designated in any other manner. Taxes shall also,
include all fees and costs incurred by Landlord in seeking to obtain a reduction or a limit on the
increase in any Taxes, regardless of whether any reduction or limitation is obtained.
(c) The "Base Operating Amount" for the Premises will be (i) the
amount of Operating Expenses and Taxes per square foot of net rentable area of the Building
4
during the Base Year as derived by dividing the total amount of Operating Expenses and Taxes
incurred or paid by Landlord for the Base Year (set forth in the BLI Rider) by the total number
of net rentable square feet of the Building consisting of 54,516 square feet, and (ii) with such
amount then multiplied times the number of net rentable square feet in the Premises. The Base
Operating Amount, as calculated by Landlord in good faith in accordance with the aforesaid
formula, (i) shall be communicated to Tenant after the end of the Base Year, and (ii) subject to
the provisions of Section 3D(f), shall be final for all purposes. As more fully described in
Section 3B above, each year, Tenant shall, as Overhead Rent, each year after the Base Year pay
Tenant's Share of the amount of the Taxes and Operating Expenses for the Building in excess of
the Base Operating Amount.
(d) The term "Tenant's Share" shall be as set forth in the BLI Rider.
Landlord and Tenant acknowledge that Tenant's Share has been obtained by taking the net
rentable area of the Premises, which Landlord and Tenant hereby stipulate for final purposes of
calculating Tenant's Share is the amount set forth in the BLI Rider, and dividing the Net
Rentable Area of the Premises by the total net rentable area of the Building as set forth herein
above, which Landlord and Tenant hereby stipulate for final purposes of calculating Tenant's
Share is total net rentable square feet of the Building, and multiplying such quotient by 100. In
the event Tenant's Share is changed during a calendar year by reason of a change in the net
rentable area of the Premises, Tenant's Share shall thereafter mean the result obtained by
dividing the new net rentable area of the Premises by the net rentable square feet of the Building
and multiplying such quotient by 100, and for the purposes of Section 3C, Tenant's Share shall
be determined on the basis of the number of days during such calendar year applicable to each
such Tenant's Share.
(e) Notwithstanding anything to the contrary set forth herein, the
Controllable Operating Expenses (as defined herein) that are included in the computation of
Tenant's Share of Operating Expenses in excess of the Base Operating Amount shall not increase
by more than five percent (5%) per year on a cumulative basis during the Lease Term.
"Controllable Operating Expenses" include all Operating Expenses except for insurances, utility
charges, costs resulting from acts of force majeure, and costs incurred to comply with applicable
laws, rules, codes, ordinances and regulations. Controllable Operating Expenses also do not
include Taxes.
(f) The term "Rent" shall mean the sum of the Base Rent and the
Overhead Rent and, in the event of a default hereunder by Tenant, shall also include Additional
Rent.
(g) The term "Additional Rent" is sometimes used herein to refer to
any and all other sums payable by Tenant hereunder. Tenant agrees to pay Additional Rent upon
demand by Landlord; Additional Rent is to be treated in the same manner as Rent hereunder,
both in terms of the lien for Rent herein provided and in terms of the default provisions herein
contained.
D. Related Provisions.
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(a) Tenant covenants and agrees to pay a late charge for any payment
of Rent not received by Landlord on or before the first day of each month and for any other
payment, such as Additional Rent, not received by Landlord on or before the date when same is
due. Said late charge shall be computed from the first day of the month in the case of Rent and
from the date when same is due in the case of Additional Rent. The amount of the late charge
shall be an amount equal to the interest accruing on the sum(s) outstanding, with such interest
commencing on the dates aforesaid, ending on the date of receipt of the sum(s) by Landlord, and
having a rate equal to one percent (1%) per month. In the event any late charge is due to
Landlord, Landlord shall advise Tenant in writing and Tenant shall pay said late charge to
Landlord on the earlier of(i) five (5) days following receipt of Landlord's written notice, or (ii)
along with, and in addition to, the next payment of Rent.
(b) All sums due and payable pursuant to the terms and provisions of
this Lease shall be paid by Tenant without offset, demand or other credit, and shall be payable
only in lawful money of the United States of America which shall be legal tender in payment of
all debts and dues, public and private, at the time of payment. All sums payable by Tenant
hereunder by check shall be drawn on a financial institution located in the United States of
America. If any check given to Landlord by, or on behalf of, Tenant is not honored for any
reason whatsoever by the banking entity upon which the same is drawn, Tenant shall pay to
Landlord, on demand, a service charge not to exceed $150.00. The Rent and Additional Rent
shall be paid by Tenant at the Rent Payment Location set forth in the BLI Rider or elsewhere as
designated by Landlord in writing to Tenant.
(c) In addition to Base Rent and Overhead Rent, Tenant shall and
hereby agrees to pay to Landlord each month a sum equal to any applicable sales tax, tax on
rentals and any other similar charges now existing or hereafter imposed, based upon the privilege
of leasing the space leased hereunder or based upon the amount of rent collected therefore.
(d) If Tenant's possession of the Premises commences on any day
other than the first day of the month, Tenant shall occupy the Premises under the terms of this
Lease and the pro rata portion of the Rent shall be paid by Tenant; provided, however, that in
such an event the Lease Commencement Date, for the purposes of this Lease, shall be deemed to
be the first day of the month immediately following the month in which possession is given.
(e) Overhead Rent for the final months of this Lease is due and
payable even though it may not be calculated until subsequent to the Expiration Date of the
Lease. Tenant expressly agrees that Landlord, at Landlord's sole discretion, may apply the
security deposit, if any, ("Security Deposit"), as hereafter defined, in full or partial satisfaction of
any Overhead Rent due for the final months of this Lease. If said Security Deposit is greater
than the amount of any such Overhead Rent and there are no other sums or amounts owed
Landlord by Tenant by reason of any other terms, provisions, covenants or conditions of this
Lease, then Landlord shall refund the balance of said Security Deposit to Tenant as provided
herein. Nothing herein contained shall be construed to relieve Tenant, or imply that Tenant is
relieved, of the liability for or the obligation to pay any Overhead Rent due for the final months
of this Lease by reason of the provisions of this paragraph, nor shall Landlord be required first to
apply said Security Deposit to such Overhead Rent if there are any other sums or amounts owed
6
Landlord by Tenant by reason of any other terms, provisions, covenants or conditions of this
Lease.
(f) Tenant hereby agrees that the Base Rent and the Overhead Rent,
from time to time computed by Landlord, shall be final and binding for all purposes of this Lease
unless, within.thirty (30) days after Landlord provides Tenant with written notice of the amount
thereof, Tenant provides Landlord with written notice (i) disputing the mathematical accuracy of
such amount, and (ii) designating an attorney or accountant, reasonably acceptable to Landlord,
and appointed by Tenant, at its sole cost and expense, to review the mathematical accuracy of the
same with Landlord and/or its designated representatives, and agreeing to pay all of Landlord's
costs and expenses in connection with such review, including attorneys' fees and accountants'
fees, unless the final computation of the correct, actual Base Rent. and Overhead Rent differs
from the amount computed by Landlord by more than five percent (5%). Landlord hereby
agrees, in the event it receives such notice from Tenant, to cooperate in completing such review
and refunding any excess portion of the Base Rent and Overhead Rent collected by Landlord so
long as Landlord agrees, in its reasonable discretion with the final computation of the Base Rent
and Overhead Rent.
4. SECURITY DEPOSIT; SECURITY INTEREST
A. Security Deposit. Tenant, concurrently with the execution of this Lease,
has deposited with Landlord the amount(if any) set forth in the BLI Rider as the security deposit
("Security Deposit") hereunder. If a Security Deposit was required in the BLI Rider, then this
sum will be retained by Landlord as security for the payment by Tenant of the Rent and
Additional Rent and for the faithful performance by Tenant of all the'other terms and conditions
of this Lease. In the event Tenant fails to faithfully perform the terms and conditions of this
Lease, Landlord, at Landlord's option, may at any time apply the Security Deposit or any part
thereof toward the payment of the Rent and/or Additional Rent and/or toward the performance of
Tenant's obligations under this Lease; in such event, within five (5) days after notice, Tenant
will deposit with Landlord cash sufficient to restore the Security Deposit to its original amount.
The Security Deposit is not liquidated damages. Landlord will return the unused portion of the
Security Deposit to Tenant within thirty (30) days after the Expiration Date if Tenant is not in
violation of any of the provisions of this Lease and all financial reconciliations have been
completed. Landlord may (but is not obligated to) exhaust any or all rights and remedies against
Tenant before resorting to the Security Deposit. Landlord will not be required to pay Tenant any
interest on the Security Deposit nor hold same in a separate account. If Landlord sells or
otherwise conveys the Building, Landlord will deliver the Security Deposit or the unapplied
portion thereof to the new owner. Tenant agrees that if Landlord turns over the Security Deposit
or the unapplied portion thereof to the new owner, Tenant will look only to the new owner and
not to Landlord for its return upon expiration of the Lease Term. If Tenant assigns this Lease
with the consent of Landlord, the Security Deposit will remain with Landlord for the benefit of
the new tenant and will be returned to such tenant upon the same conditions as would have
entitled Tenant to its return.
B. Security Interest. In the event of abandonment of the Premises or
expiration or earlier termination of the Lease, Landlord may, in addition to any other remedies
provided elsewhere herein or allowed by law, all of which are cumulative, enter upon the
7
Premises and take possession of any and all goods, equipment, fixtures, furniture, improvements,
inventory, chattel, and other personal property of Tenant presently, or which may hereafter be
situated within the Premises whether now owned or hereafter acquired (collectively, "Personal
Property"), without liability for trespass or conversion, and sell the same at public or private sale,
with or without having such property at the sale, after giving Tenant reasonable notice of the
time and place of any public sale or of the time after which any private sale is to be made, at
which sale Landlord or its assigns may purchase such Personal Property unless otherwise
prohibited by law. Unless otherwise provided by law, and without intending to exclude any
other manner of giving Tenant reasonable notice, the requirement of reasonable notice shall be
met if such notice is given in the manner prescribed in this Lease at least five (5) days before the
time of sale. The proceeds from any such disposition, less any and all expenses connected with
the taking of possession, holding, and selling of the Personal Property (including, without
limitation, reasonable attorneys' fees and legal expenses) shall be applied as a credit against the
indebtedness of Tenant under this Lease. Any surplus shall be paid to Tenant or as otherwise
required by law, and Tenant shall pay any deficiencies forthwith.
5. USE/EXCLUSIVITY: Tenant will use and occupy the Premises solely for the
operation of the business set forth in the BLI Rider and for no other use whatsoever.
Tenant acknowledges that its type of business, as above specified, is a material consideration for
Landlord's execution of this Lease. Tenant will not commit waste upon the Premises nor suffer
or permit the Premises or any part of them to be used in any manner, or suffer or permit anything
to be done in or brought into or kept in the Premises or the Building, which would: (i)violate any
law or requirement of public authorities, (ii) cause injury to the Building or any part thereof, (iii)
annoy or offend other tenants or their patrons or interfere with the normal operations of HVAC,
plumbing or other mechanical or electrical systems of the Building or the elevators installed
therein, (iv) constitute a public or private nuisance, or (v) alter the appearance of the exterior of
the Building or of any portion of the interior other than the Premises pursuant to the provisions
of this Lease. Tenant agrees and acknowledges that Tenant shall be responsible for obtaining
any special amendments to the certificate of occupancy for the Premises and/or the Building and
any other governmental permits, authorizations or consents required solely on account of
Tenant's use of the Premises.
6. DELAY OF POSSESSION: If Landlord is unable to deliver possession of the
Premises by reason of the holding over of any prior tenant or any other reason not attributable to
fault on the part of Tenant, the payment of Base Rent and to the extent applicable, Additional
Rent, will not commence until the later of the Rent Commencement Date or when Landlord
delivers possession of the Premises to Tenant. However, nothing set forth herein will operate to
terminate this Lease or to extend the Lease Term, and said abatement will be the full extent of
Landlord's liability to Tenant on account of a delay in delivery of possession of the Premises.
7. ACCEPTANCE OF PREMISES: Tenant agrees to accept the Premises upon
delivery by Landlord in its as-is, where is and with all faults condition, and Tenant acknowledges
that it is not relying on any representations or warranties of any kind whatsoever, express or
implied, from Landlord as to any matters concerning the Premises. All improvements made to
the Premises, whether by Landlord or Tenant, will become the property of Landlord when
attached to or incorporated into the Premises. Such property will remain the property of
8
Landlord upon termination of this Lease. The taking of possession by Tenant of the Premises for
the conduct of business will be deemed conclusive evidence that Tenant has found the Premises,
the Landlord's Work, and all fixtures and equipment in the Premises, acceptable and that tenant
accepts the same in its as is, where is condition, except for any latent defects.
8. INTENTIONALLY BLANK.
9. BUILDING SERVICES:
A. General. In general, the services set forth below will be provided by
Landlord at a service level set, defined and regulated by Landlord, consistent with office
buildings of similar quality to and in the same immediate geographic area as the Building.
During the Lease Term, the regular business hours (the "Business Hours") of the Building will
be 8:00 a.m. to 7:00 p.m., Monday through Friday, and on Saturday, 8:00 a.m. to 2:00 p.m.,
(Non- Business Hours shall be those hours during Monday through Saturday not specified
herein-above, Sundays, and holidays generally recognized by State and/or Federal governments.)
The Building will be accessible to Tenant, its subtenants, agents, servants, employee's,
contractors, invitees or licensees (collectively, "Tenant's Agents") at all times. Tenant may
modify the scope of the "Extended Business Hours", as defined and depicted in Exhibit B, no
more than once per twelve (12) month-period; provided, that the total number of hours included
in the Extended Business Hours is not increased. In such case, Tenant shall provide Landlord
with written notice within sixty (60) days prior to the commencement of the applicable Lease
Year. Such modification shall be memorialized in writing, through an amendment to Exhibit
"B" to the Lease, executed by the City Manager, on behalf of the Tenant, and by Landlord's
authorized representative."
B. Janitorial Service: Landlord agrees to provide, during the Lease Term,
janitorial services for the Premises as customarily provided in office buildings of similar quality
to and in the same immediate geographic area as the Building. Janitorial service will be
provided after regular Business Hours at the Building (but may be provided during Extended
Business Hours), but no janitorial services will be provided on Saturdays. Should Tenant require
additional janitorial services beyond those customarily provided by Landlord, Tenant may
request same in writing from Landlord, and if Landlord agrees to provide such services, Tenant
will be billed for same by Landlord at a reasonable rate, as determined by Landlord, and those
costs and expenses when billed will be Additional Rent due under this Lease.
C. Electricity:
(a) During the Lease Term, electric power will be available for
the purposes of lighting and general office equipment use in amounts consistent with Building
standard electrical capacities. The Building standard mechanical and electrical systems are
designed to accommodate loads generated by lights and office equipment such as typewriters,
dictating equipment, photocopy equipment, etc., up to the following standard maximum
capacities: (i) Light (208.V) 2 watts per usable square foot, (ii) Lighting (120.V) 1 watt per
usable square foot, (iii) Receptacle (120.V) 2 watts per usable square foot, and (iv)
Miscellaneous load 2 watts per usable square foot.
9
(b) Tenant acknowledges that Tenant's intended use of the
Premises excludes material use of the Premises beyond the Business Hours and Extended
Business Hours. Material use shall be deemed to mean the operation of an additional "shift",
either full or part time, or use of the Premises after the Business Hours and Extended Business
Hours in any way that may preclude or interfere with the providing of janitorial services to the
Premises. In the event Tenant's use of the Premises requires more electrical power than set forth
above, whether by intensity of use, load or type of equipment, Tenant may then be billed for such
additional use and such billings will be billed to Tenant as Additional Rent. Furthermore, if
Tenant overloads any circuits by excess use it shall also be responsible for the reasonable costs
and expenses necessary to repair the same. Landlord will utilize Landlord's customary method
of billing Tenant for excess electrical power consumption. At Landlord's option, Landlord, at
Tenant's expense, may have an engineer estimate Tenant's usage, and bill Tenant at standard
utility rates for the excess usage or install a submeter for the purposes of monitoring Tenant's
excess power consumption. Landlord and Tenant agree that Landlord's implementation of the
electrical monitoring and billing procedures set forth herein shall in no way be construed so as to
deem Landlord a private or public utility company.
(c) Landlord reserves the right, only after Business Hours and
Extended Business Hours, to turn off all unnecessary lighting in the unoccupied areas of the
Building and the Premises to minimize the energy consumption of the Building in both the
common areas and the Premises.
D. HVAC Services: Landlord agrees to provide to the Premises, during
Business Hours and Extended Business Hours, heating, ventilating and air conditioning for the
purposes of comfort control. Landlord and Tenant agree that Landlord's HVAC system is not
designed to cool machinery and equipment. If Tenant requires additional HVAC services to the
Premises for comfort control at times other than during Business Hours and Extended Business
Hours, Landlord reserves the right to bill Tenant as Additional Rent for the number of hours used
at Landlord's then existing overtime rate for the same. This rate will be subject to change during
the Lease Term. The current hourly rate for overtime air conditioning that is currently generally
charged to the majority of Tenants in the Building is $50.00 per hour. Notwithstanding the
foregoing, at no additional cost to the Tenant, Landlord shall provide HVAC to the Premises
during Business Hours and during the Extended Business Hours. The HVAC air distribution
system and control system will remain under the control of Landlord, who will regulate the
systems setting and adjustment. At Landlord's option, Landlord may secure HVAC controls
(thermostats) in lockable metal boxes to regulate the efficiency and use of the system. Tenant
agrees that Landlord will have complete control over the setting and regulation of all air
distribution, vents, vanes and dampers so as to provide comfortable working condition to the
reasonable satisfaction of Tenant.
E. Water and Sewer: Landlord agrees to provide cool water and sewer
services to the common areas for lavatory purposes. Should water and sewer services be
provided to the interior of the Premises, such service shall be billed to Tenant as Additional Rent.
F. Elevator Service: Landlord will provide elevator service during Business
Hours and Extended Business Hours and, at Landlord's sole discretion, Landlord may provide
restricted elevator service during non-Business Hours.
10
G. Cleaning. The Tenant shall refrain from causing or allowing its
employees, agents, or contractors to cause the areas around the Premises that may be outside, but
not necessarily included within the definition of, the Premises from being unkempt or unsightly
(provided in no event shall Tenant be obligated to provide routine janitorial services to any such
areas).
H. Sorting and Separation of Refuse and Trash. Tenant shall, at its sole cost
and expense, comply with all present and future laws, rules, codes, regulations and requirements
(including, without limitation, reasonable requirements imposed by the Landlord) regarding the
collection, sorting, separation and recycling of waste products, garbage, refuse and trash. Tenant
shall keep the Premises and other areas in close proximity to the Premises and used by or for
Tenant, (neat, clean and free from dirt, trash and rubbish, and shall store and prepare for
collection of all trash, garbage and recyclables within the area designated by Landlord for such
trash pickup and removal. Tenant shall cause all trash to be removed from the Premises and
surrounding areas on a daily basis. Such trash removal shall be made only in the manner and
areas and during the hours from time to time reasonably prescribed by Landlord and in
accordance with all present and future laws, rules, codes, regulations and requirements. Burning
of garbage, refuse or rubbish anywhere on or in the Building is prohibited. The frequency of
trash removal from the Building and/or the Premises may be determined by the Landlord. The
cost of garbage collection associated with the Premises shall be paid by Tenant to the extent the
same is rjot included in the Operating Expenses. If the cost of garbage collection is collected as
an Operating Expense, to the extent the Tenant places a disproportionate amount of trash, waste
or refuse in the designated area as compared to other occupants in the Building, and excess trash
removal is necessitated because of the Tenant's additional use the Landlord may bill Tenant
directly for the additional costs attributed to Tenant as a result thereof. Any such bill shall be
paid by Tenant within ten (10) days after receipt thereof and shall be treated as Additional Rent
hereunder,
I. Extermination Services. Tenant shall keep the Premises free from
infestation from vermin and other pests, and shall conduct its operations in a manner conducive
to such result. Prior to the Lease Commencement Date, the Tenant shall enter into a pest control
contract between Tenant and a licensed Florida pest control provider for the furnishing of pest
control services to the Premises and the Tenant shall, at its sole cost and expense and throughout
the entire term of this Lease, cause the Premises to be exterminated, on a frequent and regular
basis and as often as necessary. Any and all exterminators engaged by Tenant are subject to the
Landlord's approval, which approval shall not be unreasonably withheld. Tenant's failure to
promptl 1 remedy and cure any unclean or unsanitary condition regarding pests, vermin, rodents
or the like, shall constitute a breach of a material obligation by Tenant of this Lease and among
all other remedies the Landlord shall have as a result of the Tenant's breach, and in no way
limiting he same, Landlord shall have the right, but not the obligation, upon notice to Tenant to
perform at the expense of Tenant whatever extermination or other work it deems necessary in
order to cure or remedy such condition.
J. Mold. Tenant is hereby notified that mold can grow if the Premises is not
properly aintained and ventilated. If moisture is allowed to accumulate in the Premises, it can
cause mi_dew and mold to grow. Tenant is required to constantly circulate air in the Premises at
a constant temperature of no higher than 78 degrees Fahrenheit. Tenant must immediately notify
11
the Landlord of any leaks, moisture problems, and/or mold growth. Tenant shall immediately
repair any problems with the air conditioning within the Premises.
K. Utilities: Tenant shall promptly and fully pay, directly to the applicable
utility provider, the costs of all gas,water and electricity supplied to the Premises.
L. Interruption of Services. It is understood and agreed that Landlord does
not warrant that any of the services referred to above, or any other services provided to the
Premises, will be free from interruption. Tenant acknowledges that any one or more of such
services may be suspended by reason of accident or repairs, alterations or improvements
necesary to be made, or by strikes or lockouts, or by reason of operation of law, or other causes
beyond the control of Landlord. No such interruption or discontinuance of service will be
deemed an eviction or a disturbance of Tenant's use and possession of the Premises or any part
thereo , or render Landlord liable to Tenant for damages or abatement of Rent or relieve Tenant
from t e responsibility of performing any of Tenant's obligations under this Lease. If a complete
interruption and outage of electrical or water services, that is not caused by force majeure or any
other ct or matter outside the control of Landlord, continues for a continuous period of time
excee ing ten (10) days, Tenant shall have the right to terminate the Lease, upon written notice
to Landlord (provided such notice must be provided to landlord prior to the electrical or water
servic being restored).
M. Landlord's Responsibilities. During the Lease Term, Landlord shall
define set, and maintain the level of repairs and maintenance for the Building, the common
areas, and all other areas serving the Building, in a manner comparable to office buildings of
similar quality to and in the immediate geographic area of the Building. Landlord's
responsibilities with respect to this paragraph are as follows: (1) the structural and roof systems
of the Building, (2) the Building standard electrical and mechanical systems, (3) the primary
water (nd sewer systems of the Building, (4) the Building common areas and the common area
furniture, fixtures, and equipment, (5) the landscaped areas in and about the Building, (6)
replacement of Building standard light bulbs in the common areas and Premises, (7) cleaning of
the exterior windows; and (8) repair and/or replacement of the HVAC system.
10. REPAIRS AND MAINTENANCE
A. Tenant's Responsibilities. During the Lease Term, Tenant will repair and
maintain the following at Tenant's expense:
(1) The entire interior portion of the Premises, as well as the wall and
floor coverings and the interior side of entry door(s)to the Premises.
(2) All cabinets and millwork (regardless of ownership) within the
Premises.
(3) All other personal property, improvements or fixtures (including
improvements once delivered by Landlord and possession has been taken by Tenant). Those
items to be repaired and maintained by Tenant include, but are not limited to, the following: (a)
ceilin tiles and ceiling grid, (b) molding or other woodwork and paneling, (c) light fixtures and
bulbs, (d) draperies, blinds or wall hangings, (e) glass partition walls, (f) water closets and
12
kitchen areas, (g) doors and locksets, and (h) vaults, safes or secured areas. For the aforesaid
items, Landlord may elect to maintain and repair same at Tenant's expense and Tenant will be
billed for same as Additional Rent.
B. Repairs and Maintenance; Miscellaneous. Notwithstanding any of the
provisions of this Section or the Lease to the contrary, Tenant, and not Landlord, shall have the
respoeibility to promptly repair and maintain the Building, its components and common areas,
the Preirnises and all fixtures, improvements, and trade fixtures therein, and all personal property
contained in the Building, common areas, and the Premises if such repairs or maintenance are
required because of the occurrence of the acts, misuse, improper conduct, omission or neglect of
Tenant or Tenant's Agents. In the event Tenant fails to make repairs or maintenance occasioned
by the occurrence of any of the foregoing within thirty (30) days after Landlord's written notice
to Tenant,Landlord may (without obligation) elect to make such repairs or maintenance in which
case Tenant shall pay, when its next payment of Base Rent is due and as Additional Rent, all
such costs and expenses incurred by Landlord. Tenant shall promptly obtain lien waivers and
release for all work done in or to the Premises.
11. TENANT'S ALTERATIONS:
A. General. During the Lease Term, Tenant will make no alterations,
additions or improvements in or to the Premises, of any kind or nature ("Alterations"), including,
without limitation, the Initial Tenant Alterations (defined in Exhibit "C" herein) without the
prior vYritten consent of Landlord, which consent shall be at Landlord's sole discretion. Tenant
shall submit to Landlord detailed drawings and plans of the proposed alterations at the time
Landlord's consent is sought. Should Landlord consent to any proposed alterations, additions or
impro Iements by Tenant, such consent will be conditioned upon Tenant conducting all
I.
Alterations in accordance with the requirements of the Work Letter attached hereto as Exhibit
"C" and fully incorporated herein (the "Work Letter") and with any and all other requirements
established by Landlord or the governmental authorities, including safety requirements and other
matter referenced in this Lease, including the exclusive use of licensed, insured contractors with
insurance coverage of not less than the insurance requirements, all as set forth in the Work
Letter. As stated herein, all improvements made hereunder will become Landlord's property
when incorporated into or affixed to the Building.
Tenant shall submit to Landlord, for landlord's approval in accordance with the
terms herein, no later than thirty (30) days following the Lease Effective Date, detailed plans and
specifications which set forth the Initial Tenant Alterations. Further, Tenant shall submit to the
applicable governing authority(ies), no later than one hundred fifty (150) days following the
Lease Effective Date, all necessary applications for any and all required building permit(s)which
will legally authorize the construction and/or installation of the Initial Tenant Alterations, and the
Tenants shall use its best, continuous efforts to secure issuance of such building permit(s) as soon
as pos ible after submission for the same.
Further, notwithstanding anything contained in the body of, or any exhibit
attach d to, this Lease, or which may be reflected in any approved plans, Tenant understands,
acknowledges, and agrees that, unless specifically consented to in writing by the Landlord,
during regular Business Hours Tenant shall not allow, cause or direct any welding, interruption
13
of building utilities, core drilling or other excessively loud activities to occur in the Premises or
anywhere in the Building, provided that Landlord's consent shall not be required for any drilling
or other loud activities during the Initial Tenant Alterations so long as any such drilling or other
activities do not result in unreasonably loud sounds or noises being heard in any other leased
units within the Building during regular Business Hours. Failure of the Tenant to abide by the
requirements of this paragraph shall be deemed an immediate breach of this Lease that,
regardless of any language to the contrary herein, shall not be subject to any notice or cure
period.
B. Acceptance of Premises. From and after the Lease Commencement Date
or upon such earlier date that the Tenant may take possession of the Premises, Tenant shall be
deemed to have accepted delivery of, and shall be deemed to be leasing the Premises is its "AS
IS" and "With All Faults" condition, without any representations or warranties of any kind
(including, without limitation, any express or implied warranties of merchantability, fitness or
habitability).
C. Alteration Fee.
(a) Tenant shall pay to Landlord, as Additional Rent,.in connection
with all Alterations (including, without limitation, the Initial Tenant Alterations), a fee (the
"Alteration Fee") for Landlord's supervision and overhead in connection with such Alterations,
for Landlord's review and approval of all plans and specifications for such Alterations, for
Landlord's construction coordination and monitoring of such Alterations, and for all other
reasonable costs and expenses incurred by Landlord as a result of or in connection with such
Alterations; a fee equal to Twenty-Five Hundred Dollars ($2,500.00).
(b) Prior to undertaking any Alterations, Tenant shall submit to
Landlord a statement of Tenant's independent architect, if one is employed, or Tenant's
contractor, estimating the total cost of such Alterations and the estimated time required to
complete such Alterations. Within ten (10) business days after completion of the applicable
Alterations, Tenant shall pay to Landlord the entire balance of the Alteration Fee if not
theretofore paid in full.
(c) Within ten (10) business days after completion of any Alterations,
Tenant shall submit to Landlord a final floor plan and as-built drawings and specifications, as
well as a statement of Tenant's independent architect, if one is employed, or Tenant's contractor,
certifying the total cost of such Alterations.
12. TELECOMMUNICATIONS:
A. Tenant's Responsibility. Tenant acknowledges and agrees that all
telephone and telecommunications desired by Tenant shall be ordered and utilized at the sole
expense of Tenant. Unless Landlord otherwise requests or consents in writing, all of Tenant's
telecommunications equipment shall be and remain solely in the Premises and the telephone
closets on the floor on which the Premises is located, in accordance with the rules and
regulations adopted by Landlord from time to time. Unless otherwise specifically agreed to in
14
writing, Landlord shall have no responsibility for the maintenance or installation of Tenant's
telecommunications equipment, including wiring; nor for any wiring or other infrastructure to
which Tenant's telecommunications equipment may be connected. Tenant agrees that, to the
extent any such service is interrupted, curtailed or discontinued, Landlord shall have no
obligation or liability with respect thereto and it shall be the sole obligation of Tenant at its
expense to obtain substitute service.
B. Necessary Service Interruptions. Landlord shall have the right, upon
reasonable prior notice to Tenant to interrupt or turn off telecommunications facilities in the
event of emergency or as necessary in connection with repairs to the Building or installation of
telecommunications equipment for other tenants of the Building.
C. Removal of Equipment and Wiring and Other Facilities. Any and all
telecommunications equipment installed in the Premises or elsewhere in the Building by or on
behalf of Tenant, including wiring, or other facilities for telecommunications transmittal, shall be
removed prior to the expiration or earlier termination of the Lease, by Tenant at its sole cost or,
at Landlord's election, by Landlord at Tenant's sole cost, with the cost therefor to be paid as
Additional Rent. However, Landlord shall have the right, upon written notice to Tenant given no
later than 30 days prior to the expiration or earlier termination of the Lease, to require Tenant to
abandon and leave in place, without additional payment to Tenant or credit against Rent, any and
all telecommunication, wiring and related infrastructure, or selected components thereof,
whether located in the Premise; or elsewhere in the Building, except that Tenant will be able to
take any such equipment that was installed by or at the direction of Tenant, that is not affixed to
the Premises or Building, and that can be removed without causing damage to the Premises or
Building.
D. New Telecommunications Provider Installations. In the event that Tenant
wishes at any time to utilize the services of a telephone or telecommunications provider whose
equipment is not then servicing the Building, no such provider shall be permitted to install its
line or other equipment within the Building without first securing the prior written approval of
Landlord. The Landlord's approval shall not be deemed to be any kind of warranty or
representation by Landlord, including without limitation, any warranty or representation as to the
suitability, confidence, or financial strength of the provider. Unless all of the following
conditions are satisfied to Landlord's satisfaction, it shall be reasonable for Landlord to refuse to
give its approval: (i) Landlord shall incur no expense whatsoever with respect to any aspect of
the provider's provision of its service, including without limitation, the cost of installation,
materials and services; (ii) prior to commencement of any work in or about the Building by the
provider, the provider shall supply Landlord with such written indemnities, insurance, financial
statements, and such other items as Landlord reasonably determines to be necessary to protect its
financial interest and the interest of the Building relating to proposed activities of the provider;
(iii) the provider agrees to abide by Building codes and other codes and by such rules and
regulations,job site rules, and such other requirements as are reasonably determined by Landlord
to be necessary to protect the interest of the Building, the other tenants in the Building and
Landlord; (iv) Landlord reasonably determines that there is sufficient space in the Building for
the placement of all of the provider's equipment and material; (v) provider agrees to abide by
Landlord's requirements, if any, that provider use existing building conduits and pipes or use
Landlord's contractors; (vi) Landlord receives from the provider compensation, as reasonably
15
determined by Landlord, to compensate for space used in the Building for the storage and
maintenance of the provider's equipment, for the fair market value of a provider's access to the
Building, and for the cost which may be expected to be incurred by Landlord, (vii) the provider
agrees to deliver to Landlord details, "as built", plans immediately after the installation of the
provider's equipment is complete; and(viii) all the foregoing matters are documented in a written
license agreement between Landlord and the provider, the form and content of which is
reasonably satisfactory to Landlord.
E. Limits on Provider Relationship and Default or Breach. Notwithstanding
any provision of this section to the contrary, the refusal of Landlord to grant its approval to any
prospective telecommunications provider shall not be deemed a default or breach by Landlord
under this Lease. In the event that Landlord is adjudicated to have acted recklessly or
maliciously with respect to Tenant's request for approval, Tenant shall still have no right to
terminate this Lease or claim entitlement to rent abatement, but may, as Tenant's sole and
exclusive resource, seek a judicial order of specific performance compelling Landlord to grant its
approval as to the respective provider in question. The provisions of this section may be
enforced solely by Tenant and Landlord and not for the benefit of any other party, and
specifically but without limitation, no telephone or telecommunications, provider shall be
deemed a third party beneficiary of this Lease.
F. Installation and Use of Wireless Technologies. Tenant shall not utilize
any wireless communication equipment (other than usual and customary cellular telephones),
including antenna and satellite receiver dishes, within the Premises, or the Building, without
Landlord's prior written consent, which consent shall not be unreasonably withheld or delayed.
Such consent may be conditioned in such manner so as to protect Landlord's financial interest
and the interest of the Building and the other tenants therein, in a manner similar to the
arrangement described above.
G. Liability for Equipment Interference. In the event that
telecommunications equipment, wiring and facilities or satellites and antenna equipment of any
kind installed by or at the request of Tenant within the Premises, on the roof, or elsewhere within
or on the Building causes interference to equipment used by another party, Tenant shall assume
all liability related to such interference. Tenant shall use reasonable efforts, and shall cooperate
with Landlord and other parties to promptly eliminate such interference. In the event that Tenant
is unable to do so, Tenant will have equipment which remedies the situation installed. If such
interference persists, Tenant shall discontinue the use of such equipment, and at Landlord's
discretion, remove such equipment. 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 agrees to, and
shall, indemnify and hold Landlord harmless from any liabilities and/or claims against Landlord
resulting from such interference.
13. ALTERATIONS, SHORING AND SIGNAGE:
A. Landlord's Additions, Alterations and Right of Entry. Landlord or its
agents shall have the right to enter or pass through the Premises at all times, to examine the
same, to make such repairs, alterations, additions or renovations as it may deem necessary or
desirable to the Premises or the Building, and/or to take material and/or equipment into and upon
16
the Premises that may be required therefore. Such entry and any resulting work conducted by
Landlord shall not constitute a breach of quiet enjoyment, shall not constitute an eviction of
Tenant in whole or in part, shall not be grounds for any abatement of rent, and shall impose no
liability on Landlord by reason of inconvenience or injury to Tenant's business. Landlord shall
have the right at anytime, without the same constituting an actual or constructive eviction or
breach of quiet enjoyment, and without incurring any liability to Tenant, to change the
arrangement and/or location of entrances or passageways, corridors, elevators, stairs, toilets, or
other public parts of the Building, and to change the name or number by which the Building is
known.
By way of example only and in no way limiting the prior paragraph, Landlord shall have
the right at any time, without the same constituting an actual or constructive eviction or breach of
Tenant's right to quiet enjoyment, and without incurring any liability to Tenant or granting to
Tenant any right to an abatement of any rental hereunder, to temporarily or permanently close,
obstruct or prevent the operation of any portion of the Building (so long as the same does not
close the Premises or eliminate access to and from the Premises), to temporarily darken or
obstruct the windows of the Premises, and to make or undertake such construction, repairs,
changes, maintenance, alterations, additions and improvements in and to the Building and the
fixtures and equipment thereof as well as in and to the street entrances, doors, halls, passages,
elevators, escalators, and stairways thereof, and other public portion of the Building and
surrounding property as Landlord deems necessary or desirable, including, but not limited to
changing the arrangement and/or location of entrances or passageways, corridors, elevators,
stairs, toilets, or other public parts of the Building, and to change the name or number by which
the Building is known. No such alterations or changes, nor shall any of the effects thereof(such
as, without limitation, noise and/or dust) be deemed a breach of the landlord's covenant of quiet
enjoyment or constitute a constructive eviction or entitle Tenant to any cause, relief or remedy.
Nothing contained in this Section 13 shall be deemed a waiver by Tenant of any claims against
Landlord arising out of any grossly negligent acts or omissions or willful misconduct of
Landlord or its agents, employees or contractors.
B. Shoring. Tenant shall permit any person authorize to make an excavation
on land adjacent to the Building containing the Premises to do any work within the Premises,
necessary to preserve the wall of the Building from injury or damage, and Tenant shall have no
claim against Landlord for breach of quiet enjoyment, actual or constructive eviction, damages
or abatement of rent by reason thereof.
C. Notice. Prior to the commencement of any work within Tenant's actual
Leased Premises under paragraphs 13A and B, Landlord will give Tenant Notice of not less than
five (5) business days except for emergencies (in which no notice shall be provided or required)
or as otherwise provided in this Lease.
D. Signage. No signs and symbols shall be placed in or about doors,
windows or elsewhere in or about the Premises, or upon any other part of the Building, without
the prior written approval of Landlord, which approval shall be in Landlord's sole but reasonable
discretion as well as any governmental authorities that may be required,provided that Landlord's
approval shall not be required for external signage of Tenant which complies with all applicable
laws, rules, code, ordinances and regulations and is also consistent with the signage used by all
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premium pizzerias of Tenant and its affiliates. Upon expiration or termination of this Lease, all
signs installed by Tenant shall be removed and any damage resulting therefrom shall be promptly
repaired, or such removal and repair may be done by Landlord and the expense thereof charged
to Tenant as Additional Rent. To the extent that Tenant desires to place a sign on or at the
Premises in accordance with Landlord's Building standards in a name other than that of Tenant,
prior to placing such sign and Landlord granting its consent, such additional person or entity
must agree to be bound by the terms and conditions of this Lease, including the payment of Rent.
14. ASSIGNMENT AND SUBLETTING:
A. General. Tenant agrees not to assign, mortgage, hypothecate, pledge, or
encumber this Lease, or any part thereof, or sublet the Premises, or any part thereof, or permit
the Premises, or any part thereof, to be used or occupied by others, intentionally or by operation
of law, without the prior written consent of Landlord, which consent shall be at Landlord's sole
and absolute discretion. Any of same, or attempt of same, without the prior written consent of
Landlord, is a material default hereunder and is null, void and of no force or effect whatsoever.
If Landlord consents to an assignment or sublet, (i) such assignment or subletting will not relieve
Tenant of its obligations or liabilities under this Lease, (ii) any extensions, renewals, first refusal
rights or options hereunder will automatically be of no further force or effect for the assignee or
sublessee or Tenant, and (iii) in the event that Landlord consents to such assignment or
subletting, any excess funds or other considerations, paid either directly or indirectly, over what
Tenant is obligated to pay as Rent hereunder which Tenant receives pursuant to such assignment
or subletting shall immediately be remitted to Landlord. If Tenant is an entity, any change to the
structure of such entity or any disposition(s) of any of the ownership interests therein by sale,
assignment, operation of law or otherwise, or any change in the power to vote the interests
therein, will be treated a prohibited assignment of this Lease requiring Tenant to obtain
Landlord's prior written consent.
B. Landlord's Recapture Right. Following Landlord's receipt of Tenant's
request for consent to assign or sublet accompanied by such other information pertaining to such
assignment or subletting as required by Landlord ("Tenant's Transfer Notice"), Landlord shall
have the right to recapture the Premises by terminating this Lease as hereinafter provided. If
Landlord elects to exercise its aforesaid right to recapture, it must do so by giving Tenant written
notice thereof ("Landlord's Recapture Notice") within thirty (30) days after its receipt of
Tenant's Transfer Notice. The effective date of any such recapture and termination of the Lease
shall be the date that is thirty(30) days after the date of Landlord's Recapture Notice.
15. TENANT'S INSURANCE COVERAGE:
A. 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
Section 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 in compliance with Tenant's insurance obligations under this Lease.
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16. LANDLORD'S INSURANCE COVERAGE:
A. General. Landlord, if it so elects in its discretion, will during the Lease
Term maintain a policy or policies of insurance insuring the Building against loss or damage by
fire, explosion or other hazards and contingencies typically covered by insurance for an amount
acceptable to Landlord and the mortgagees holding mortgages encumbering the Building, if any.
Landlord reserves the right to self insure in lieu of maintaining such policies.
B. Tenant's Acts. Tenant will not do or permit anything to be done upon, or
bring or keep or permit anything to be brought or kept upon, the Premises which will increase
Landlord's rate of insurance on the Building. If by reason of the failure of Tenant to comply
with the terms of this Lease or by reason of Tenant's occupancy (even though permitted or
contemplated by this Lease), the insurance rate shall at any time be higher than it would
otherwise be, Tenant will reimburse Landlord for that part of all insurance premiums charged
because of such violation or occupancy by Tenant. Tenant agrees to comply with any requests or
recommendation made by Landlord's insurance underwriter inspectors.
17. TENANT ACKNOWLEDGEMENT
A. Exclusions. Tenant acknowledges that Landlord will not carry insurance
on improvements, furniture, furnishings, trade fixtures, equipment installed in or made to the
Premises by or for Tenant, and Tenant agrees that Tenant, and not Landlord, will be obligated to
promptly repair any damage thereto or replace the same.
18. DAMAGE OR DESTRUCTION BY CASUALTY:
A. Absolute Right to Terminate. If by fire or other casualty the Premises are
damaged or destroyed to the extent of twenty five-percent (25%) or more of the replacement cost
thereof, or the Building is damaged or destroyed to the extent of twenty-five percent (25%) or
more of the replacement cost thereof, Landlord or Tenant will have the option of terminating this
Lease or any renewal thereof by serving written notice upon the other party within sixty (60)
days from the date of the casualty and any prepaid Rent or Additional Rent will be prorated as of
the date of destruction and the unearned portion of such Rent will be refunded to Tenant without
interest.
B. Qualified Right to Terminate. If by fire or other casualty, either the
Premises or the Building is damaged or destroyed to,the extent of less than twenty-five percent
(25%) but more than ten percent (10%) of the replacement cost of the Premises or the Building
(as applicable), then Landlord may, so long as it treats Tenant and similarly situated tenants in a
nondiscriminatory manner, either terminate this Lease by serving written notice upon Tenant
within sixty(60) days of the date of destruction or Landlord may restore the Premises.
C. Obligation to Restore. If by fire or other casualty, either the Premises or
the Building is destroyed or damaged, but only to the extent of ten percent (10%) or less of the
replacement cost of the Premises or the Building (as applicable), and, also, the unexpired Lease
Term, including any previously exercised renewal option, is more than three years, then
Landlord will restore the Premises, subject to the terms and provisions of this Section.
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D. Rent Adjustments. In the event of restoration by Landlord, all Base Rent
and Additional Rent paid in advance shall be apportioned as of the date of damage or destruction
and all such Base Rent and Additional Rent as above described thereafter accruing shall be
equitably and proportionately adjusted according to the nature and extent of the destruction or
damage, pending substantial completion of rebuilding, restoration or repair. In the event the
destruction or damage is so extensive as to make it unfeasible for Tenant to conduct Tenant's
business in the Premises, Rent under this Lease will be completely abated until the Premises are
substantially restored by Landlord or until Tenant resumes use and occupancy of the Premises,
whichever shall first occur. Landlord will not be liable for any damage to, or any inconvenience
or interruption of, the business of Tenant or any of Tenant's Agents occasioned by fire or other
casualty.
E. Qualifications. Said restoration, rebuilding or repairing will exist and will
be at Landlord's sole cost and expense, subject to the availability of applicable insurance
proceeds. Landlord shall have no duty to restore, rebuild or replace Tenant's personal property
and trade fixtures. Notwithstanding anything to the contrary herein set forth, Landlord shall have
no duty pursuant to this Section to repair or restore any portion of the alterations, additions or
improvements in the Premises or the decorations thereto except to the extent that such
alterations, additions, improvements and decorations are equivalent to the standard tenant
improvements then offered in the Building. When the restoration, rebuilding or repair described
herein has been completed by Landlord, Tenant, at Tenant's expense, shall complete the
restoration of all improvements in excess of the standard tenant improvements then offered in the
Building which are necessary to restore the Premises to its condition existing immediately prior
to the fire or other casualty, and shall complete the restoration of Tenant's furniture, equipment
and fixtures. Notwithstanding anything to the contrary in this Lease, Landlord's obligation(s) to
repair, rebuild or restore the Building or the Premises shall exist (i) only to the extent of
insurance proceeds received by Landlord in connection with the condition or event which gave
rise to Landlord's obligation to repair, rebuild or restore and/or (ii) only so long as the area
unaffected by the casualty may, as determined by Landlord using reasonable business judgment,
be restored as a profitable, self functioning unit.
F. In the event Landlord elects to, or is required to, restore the Premises, but
fails to deliver the Premises to Tenant with substantially all repair/restoration work it is obligated
to perform under this Section 18 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, but prior to Landlord's
substantial completion of restoration of the Premises, to elect to terminate this Lease, whereupon
the Term shall terminate as of the date of the termination notice and any applicable Base Rent
and Overhead Rent payments shall be prorated and paid through such date.
19. CONDEMNATION AND EMINENT DOMAIN:
A. Absolute Right to Terminate. If all or a substantial part of the Premises
are taken for any public or quasi-public use under any governmental law, ordinance or regulation
or by right of eminent domain or by purchase in lieu thereof, and the taking would in Landlord's
sole judgment, prevent or materially interfere with the use of the Premises for the purpose for
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which they are then being used, this Lease will terminate and the Rent and Additional Rent will
be abated during the unexpired portion of this Lease effective on the date physical possession is
taken by the condemning authority, Tenant will have no claim to the condemnation award.
B. Obligation to Restore. In the event an immaterial part of the Premises or
the Building or the parking spaces is taken for any public or quasi-public use under any
governmental law, ordinance or regulation, or by right of eminent domain or by purchase in lieu
thereof, and this Lease is not terminated as provided in subsection A above, then Landlord shall,
subject to the remaining provisions of this Section, at Landlord's expense, restore the Premises to
the extent necessary to make them reasonably tenantable, provided that condemnation proceeds
are available to pay the full amount of such restoration. The Rent and Additional Rent payable
under this Lease during the unexpired portion of the Lease Term shall be adjusted to such an
extent as may be fair and reasonable under the circumstances. Tenant shall have no claim to the
condemnation award with respect to the leasehold estate but, in a subsequent, separate
proceeding, may make a separate claim for trade fixtures installed in the Premises by and at the
expense of Tenant and Tenant's moving expense. In no event will Tenant have any claim for the
value of the unexpired Lease Term.
C. Qualifications. Notwithstanding the foregoing, Landlord's obligation to
restore exists (i) only if and/or to the extent, that the condemnation or similar award received by
Landlord is sufficient to compensate Landlord for its loss and its restoration costs and/or (ii) the
area unaffected by the condemnation or similar proceeding may, as determined by Landlord's
business judgment, be restored as a profitable, and self functioning unit.
20. LIMITATION • OF TENANT AND LANDLORD'S LIABILITY;
INDEMNIFICATION:
A. Personal Property. All personal property placed or moved into the
Building will be at the sole risk of Tenant or other owner. Landlord will not be liable to Tenant
or others for any damage to person or property arising from environmental concerns, theft,
vandalism, HVAC malfunction, the bursting or leaking of water pipes, any act or omission of
any co-tenant or occupant of the Building or of any other person, or otherwise.
B. Limitations. Notwithstanding any contrary provision of this Lease: (i)
Tenant will look solely (to the extent insurance coverage is not applicable or available) to the
interest of Landlord (or its successor as Landlord hereunder) in the Building for the satisfaction
of any judgment or other judicial process requiring the payment of money as a result of any
negligence or breach of this Lease by Landlord or its successor or of Landlord's managing agent
(including any beneficial owners, partners, corporations and/or others affiliated or in any way
related to Landlord or such successor or managing agent), and Landlord has no personal liability
hereunder of any kind, and (ii) Tenant's sole right and remedy in any action or proceeding
concerning Landlord's reasonableness (where the same is required under this Lease) will be an
action for declaratory judgment and/or specific performance.
C. Indemnity. To the extent allowable, and further subject to the limitations
on the Tenant's liability, as set forth in Section 768.28, Florida Statutes, Tenant agrees to
indemnify, defend and hold harmless Landlord and its agents from and against all claims, causes
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of actions, liabilities, judgments, damages, losses, costs and expenses, including reasonable
attorneys fees and costs, including appellate proceedings and bankruptcy proceedings, incurred
or suffered by Landlord and arising from or in any way connected with the Premises or the use
thereof or any acts, omissions, neglect or fault of Tenant or any of Tenant's Agents, including,
but not limited to, any breach of this Lease or any death, personal injury or property damage
occurring in or about the Premises or the Building or arising from environmental concerns.
Tenant will reimburse Landlord upon request for all costs incurred by Landlord in the
interpretation and enforcement of any provisions of this Lease and/or the collection of any sums
due to Landlord under this Lease, including collection agency fees, and reasonable attorneys'
fees and costs, regardless of whether litigation is commenced, and through all appellate actions
and proceedings, including bankruptcy proceedings, if litigation is commenced. Tenant's
indemnity obligations as set forth herein shall not include any claims, causes of actions,
liabilities, judgments, damages, losses, costs or expenses arising out of or cause by the grossly
negligent acts or omissions or willful misconduct of Landlord or its agents. The provisions of
this Section shall survive the expiration or sooner termination of this Lease.
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 Tenant's liability, as set forth in Section 768.28, Florida
Statutes.
21. COMPLIANCE WITH LAWS AND PROCEDURES:
A. Compliance. Tenant, at its sole cost, will promptly comply with all
applicable laws, guidelines, rules, regulations and requirements, whether of federal, state, or
local origin, applicable to the Premises and the Building, including, but not limited to, the
Americans with Disabilities Act, 42 U.S.C. '12101 et seq., and those for the correction,
prevention and abatement of nuisance, unsafe conditions, or other grievances arising from or
pertaining to the use or occupancy of the Premises.
B. Radon. In accordance with Florida Law, the following disclosure is made:
RADON GAS: Radon is a naturally occurring radioactive
gas that, when it has accumulated in a building in sufficient
quantities, may present health risk 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.
22. RIGHT OF ENTRY: Landlord and its agents will have the right to enter the
Premises during all reasonable hours to make necessary repairs to the Premises or correct
building code violations, whether or not cited by governmental authorities. In the event of an
emergency, Landlord or its agents may enter the Premises at any time, without notice, to appraise
and correct the emergency condition. Said right of entry will, after reasonable notice, likewise
exist for the purpose of removing placards, signs, fixtures, alterations, or additions which do not
conform to this Lease. Landlord or its agents will have the right to exhibit the Premises to
22
prospective tenants, at any time, within one hundred and eighty days (180) before the Expiration
Date of the Lease. Landlord or its agents will also have the right to exhibit the Premises to
prospective purchasers, at any time,.by providing at least 48 hours prior notice to the Tenant.
23. DEFAULT:
A. Events of Default By Tenant. If (1) Tenant vacates, abandons or
surrenders all or any part of the Premises prior to the Expiration Date; or (2) Tenant fails to
timely pay any Rent or Additional Rent within five (5) days after receipt of written notice from
Landlord; or (3) Tenant fails to fulfill any other terms or conditions of this Lease or of any other
lease heretofore or hereafter made by Tenant for space in the Building within fifteen (15) days
from receipt of written notice from Landlord (provided the same shall not be a default if it cannot
be cured within such fifteen (15) day period so long as Tenant diligently and continuously works
to cure the same and, in any event, cures the same within sixty(60) days after Landlord's written
notice regarding the same); or (4) the appointment of a trustee or a receiver to take possession of
all or substantially all of Tenant's assets occurs, or if the attachment, execution or other judicial
seizure of all or substantially all of Tenant's assets located at the Premises, or of Tenant's
interest in this Lease, occurs; or (5) Tenant or any of its successors or any guarantor of this Lease
("Guarantor") should file any voluntary petition in bankruptcy, reorganization or arrangement, or
an assignment for the benefit of creditors or for similar relief under any present or future statute,
law or regulation relating to relief of debtors; or (6) Tenant or any of its successors or assigns or
any Guarantor should be adjudicated bankrupt or have an involuntary petition in bankruptcy,
reorganization or arrangement filed against it; or (7) Tenant shall permit, allow or suffer to exist
any building code violation, lien, judgment, writ, assessment, charge, attachment or execution
upon Landlord's or Tenant's interest in this Lease or the Premises, and/or the fixtures,
improvements and furnishings located thereon; or (8) Tenant is dispossessed from the Premises
(other than by Landlord) by process of law or otherwise; or (9) Tenant holds over the Premises
after the Expiration Date without Landlord's prior written consent, which may be withheld in
Landlord's sole discretion; or (10) Tenant vacates or abandons the Premises or permits the same
to be empty and unoccupied for a continuous period of thirty (30) days without paying Rent or
Additional Rent; the Premises shall be deemed to have been abandoned if Tenant fails to carry
on its business at the Premises for a period of thirty (30) consecutive days; or (11) this Lease or
the interest or estate of Tenant hereunder shall be transferred to, pass to, or devolve to or on any
other person or entity in contradiction to the manner permitted under this Lease; or (12) Tenant
violates any of the covenants or restrictions set forth in the rules and regulations which may,
from time to time, be promulgated by Landlord with reference to the Premises, or any portion
thereof, or to the Building and fails to cure the same within any applicable notice and cure
period; or (13) Tenant rejects the Lease after filing a petition for bankruptcy or insolvency or for
reorganization or arrangement under federal bankruptcy laws under any State insolvency act,
then Tenant shall be in default hereunder. In the event of a default under this Lease, Landlord
may pursue any remedies provided by law or equity and/or the remedies provided in this Lease.
If Tenant shall fail to pay any sum of money, other than Rent, or shall fail to perform any other
act on its part to be performed hereunder, Landlord may, but shall not be obligated to, and
without waiving or releasing Tenant from any obligations of Tenant, make any such payment or
perform any such act on Tenant's part to be made or performed as in this Lease provided. All
sums so paid by Landlord and all of Landlord's incidental costs shall be deemed Additional Rent
hereunder and shall be payable to Landlord upon demand.
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B. Cross-Default. In the event Tenant, prior or subsequent to the execution
of this Lease, enters into a separate tenancy or Lease ("Additional Lease") for additional
contiguous or noncontiguous space in the Building, or for space at any other property owned by
Landlord, then any event of default in the Additional Lease shall constitute an event of default in
this Lease and any event of default in this Lease shall constitute an event of default in any
Additional Lease. This cross-default shall specifically include any default by Tenant to a third
party under an assignment or sublet between Tenant and any third party. Landlord shall at all
times be considered a third party beneficiary of such assignment or sublet including all terms and
conditions contained therein.
The term Landlord and Tenant as used herein shall include, but not be limited to,
each party's officers, directors, shareholders and partners, each party's successors and assigns,
and any related individual or entity of either party or any entity owned or controlled by either
party or any entity in which either party may have an interest or ownership, in whole or in part,
either through private common ownership,publicly held stock or otherwise.
C. Tenant's Grace Period. Tenant shall have a period of fifteen (15) days (as
set forth above) to cure a default under this Lease (other than a default for nonpayment of Rent
or Additional Rent on the due date, in which cases there shall be a five (5) day grace period as
set forth above) after notice from Landlord specifying the nature of such default. This grace
period shall be extended if the default is of a nature that it cannot be completely cured within
said fifteen(15) day period and steps have been diligently commenced and continuously pursued
in good faith by Tenant to cure or remedy the default within such fifteen (15) day period (but in
no event in any longer than 60 days after Tenant's receipt of notice of the same). If the default is
not cured after the expiration of the grace period, then Landlord may pursue any remedies
provided by law or equity and/or the remedies provided in Section 25 of this Lease.
D. Landlord's Default. If Tenant asserts that Landlord has failed to meet any
of its obligations under this Lease, Tenant shall provide written notice ("Notice of Default") to
Landlord specifying the alleged failure to perform, and Tenant shall send by certified mail, return
receipt requested, a copy of such Notice of Default to any and all mortgage holders, provided
that Tenant has been previously advised of the address(es) of such mortgage holder(s). Landlord
shall have a thirty (30) day period after receipt of the Notice of Default in which to commence
curing any non-performance by Landlord, and Landlord shall have as much time thereafter to
complete such cure as is necessary so long as Landlord's cure efforts are diligent and continuous.
If Landlord has not begun the cure within thirty (30) days of receipt of the Notice of Default, or
Landlord does not thereafter diligently and continuously attempt to cure, then Landlord shall be
in default under this Lease. If Landlord is in default under this Lease, then the mortgage
holder(s) shall have an additional thirty (30) days, after receipt of a second written notice from
Tenant, within which to cure such default or, if such default cannot be cured within that time,
then such additional time as may be necessary so long as their efforts are diligent and
continuous.
24. LANDLORD'S REMEDIES FOR TENANT'S DEFAULT:
A. Landlord's Remedies. If Tenant is in default under this Lease, Landlord
may, at its option, in addition to such other remedies as may be available under Florida law:
24
(1) terminate this Lease and Tenant's right of possession, and retake
possession for Landlord's account; or
(2) terminate Tenant's right of possession without terminating this
Lease, retake possession of the Premises for Tenant's account, repair and alter the Premises in
any manner as Landlord deems reasonably necessary or advisable, and relet the Premises or any
part of it, as the agent of Tenant, for the whole or any part of the remainder of the Lease Term or
for a longer period, and Landlord may grant concessions or free rent or charge a higher rental
than that reserved in this Lease. Out of any rent collected or received from subtenants or as a
result of such reletting, Landlord shall pay to itself (a) all expenses of every nature which
Landlord may incur such as (by way of illustration and not limitation) those for attorneys' fees,
brokerage, advertising, and refurbishing the Premises in good order or preparing them for
reletting, and (b) any balance remaining on account of the liability of Tenant for the sum equal to
all Base Rent, Additional Rent and other charges due from Tenant through the Expiration Date.
Should Landlord, pursuant to this Section, not collect rent which, after deductions is sufficient to
fully pay to Landlord a sum equal to all Base Rent, Additional Rent and other charges payable
through the Expiration Date, the balance or deficiency shall, at the election of Landlord, be paid
by Tenant; or
(3) stand by and do nothing, and hold Tenant liable for all Base Rent,
Additional Rent and other charges payable under this Lease through the Expiration Date.
B. Exercise of Landlord's Remedies. If Landlord does not notify Tenant
which remedy it is pursuing, or if Landlord's notice to Tenant does not expressly state that
Landlord is exercising its remedies under subsection (1) or subsection (3) above, then it shall be
deemed that Landlord is pursuing the remedy set forth in subsection (2) above. If Landlord
exercises option (1) or (2) above, Tenant agrees to immediately and peacefully surrender the
Premises to Landlord; and if Tenant refuses to do so, Landlord may without further notice
reenter the Premises either by force or otherwise and dispossess Tenant, as well as the legal
representative(s) of Tenant and/or other occupant(s) of the Premises, by summary proceedings or
otherwise, and remove their effects.
C. Acceleration. If Landlord exercises the remedies in subsection (2) or (3)
above, Tenant shall immediately pay to Landlord as damages for loss of the bargain caused by
Tenant's default, and not as a penalty, in addition to any other damages incurred by Landlord as
a result of Tenant's default, an aggregate sum which represents the present value of the full
amount of the Base Rent, Additional Rent and all other charges payable by Tenant hereunder that
would have accrued for the balance of the current Lease Term or the then ensuing two (2) Lease
Years, whichever is less (present value shall be computed by discounting such amount at the
discount rate of the Federal Reserve Bank of New York at the time of the award plus one percent
(1%)). If Landlord exercises the remedy in subsection (2) above, Landlord shall use
commercially reasonable efforts to relet the Premises and shall account to Tenant at the
Expiration Date for amounts actually collected by Landlord as a result of a reletting, net of
amounts to be paid to Landlord under subsection(2).
25. LANDLORD'S RIGHT TO PERFORM FOR TENANT'S ACCOUNT: If
Tenant fails to observe or perform any term or condition of this Lease within the grace period, if
25
any, applicable thereto, then Landlord may immediately or at any time thereafter perform the
same for the account of Tenant. If Landlord makes any expenditure or incurs any obligation for
the payment of money in connection with such performance for Tenant's account (including
reasonable attorneys' fees and costs in instituting, prosecuting and/or defending any action or
proceeding through appeal), the sums paid or obligations incurred, with interest at twelve percent
(12%) per annum, will be paid by Tenant to Landlord within ten (10) days after rendition of a
bill or statement to Tenant. In the event Tenant, in the performance or non-performance of any
term or condition of this Lease, should cause an emergency situation to occur or arise within the
Premises or in the Building, Landlord will have all rights set forth in this paragraph immediately
without the necessity of providing Tenant any advance notice.
26. LIENS:
A. General. In accordance with the applicable provisions of the Florida
Construction Lien Law and specifically Florida Statutes, Section 713.10, no interest of Landlord
whether personally or in the Premises, or in the underlying land or Building of which the
Premises are a part or the leasehold interest aforesaid shall be subject to liens for improvements
made by Tenant or caused to be made by Tenant hereunder. Further, Tenant acknowledges that
Tenant, with respect to improvements or alterations made by Tenant or caused to be made by
Tenant hereunder, shall promptly notify the contractor making such improvements to the
Premises of this provision exculpating Landlord's liability for such liens.
B. Default. Notwithstanding the foregoing, if any construction lien or other
lien, building code violation, attachment, judgment, execution, writ, charge or encumbrance is
filed against the Building or the Premises or this leasehold, or any alterations, fixtures or
improvements therein or thereto, as a result of any work, action or inaction done by or at the
direction of Tenant or any of Tenant's Agents, Tenant will discharge same of record within ten
(10) days after the filing thereof, failing which Tenant will be in default under this Lease. In
such event, without waiving Tenant's default, Landlord, in addition to all other available rights
and remedies, without further notice, may discharge the same of record by payment, bonding or
otherwise, as Landlord may elect, and upon request Tenant will reimburse Landlord for all costs
and expenses so incurred by Landlord plus interest thereon at the rate of twelve percent (12%)
per annum.
27. NOTICES: Notices to Tenant under this Lease will be addressed to Tenant and
mailed or delivered to the address set forth for Tenant in the BLI Rider. Notices to Landlord
under this Lease (as well as the required copies thereof) will be addressed to Landlord (and its
agents) and mailed or delivered to the address set forth in the BLI Rider. Notices will be
personally delivered or given by overnight mail (next day delivery)via FedEx or UPS. Notices
delivered personally will be deemed to have been given as of the date of delivery and notices
given by FedEx or UPS will be deemed to have been given twenty-four (24) hours after the time
said properly addressed notice is placed in the mail. Each party may change its address from
time to time by written notice given to the other as specified above.
28. MORTGAGE; SUBORDINATION:
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Landlord has the unrestricted right to convey, mortgage and refinance the
Building, or any part thereof. This Lease is and at all times will be subject and subordinate to all
present and future mortgages or ground leases which may affect the Building and/or the parking
garage(s) or area(s), and to all recastings, renewals, modifications, consolidations, replacements,
and extensions of any such mortgage(s), and to all increases and voluntary and involuntary
advances made thereunder. The foregoing will be self-operative and no further instrument of
subordination will be necessary. However, Tenant shall execute a written subordination
agreement if required by Landlord or any such ground or underlying landlords or mortgagee.
Should Landlord or any ground or underlying landlords or mortgagees desire confirmation of
such subordination, then Tenant within fifteen (15) days following Landlord's written request
therefore, agrees to execute and deliver, without charge, any and all documents (in form
acceptable to Landlord and such ground or underlying landlords or mortgagees in their sole
discretion) subordinating this Lease and Tenant's rights hereunder. Further, Tenants failure to
execute such subordination agreement within seven (7) business days after Landlord's request
therefor shall be an event of default under this Lease.
29. ATTORNMENT AND MORTGAGEE'S REQUEST; ESTOPPEL
CERTIFICATE:
A. Attornment. If any mortgagee of the Building comes into possession or
ownership of the Premises, or acquires Landlord's interest by foreclosure of the mortgage or
otherwise,upon the mortgagee's request, Tenant will attorn to the mortgagee.
B. Mortgage Modification. If a mortgagee of the Building requests
modifications to this Lease as a condition to disbursing any monies to be secured by the
mortgage, Tenant agrees that within fifteen(15) days after request by the mortgagee, Tenant will
review the request and execute, acknowledge and deliver to the mortgagee an agreement, in form
and substance satisfactory to the mortgagee, evidencing such modifications, provided they do not
increase Tenant's obligations under this Lease or materially and adversely affect the leasehold
interest created by this Lease.
C. Estoppel Certificate. Within fifteen (15) business days after request by
Landlord, Tenant shall execute (in recordable form) and deliver a certificate to Landlord or any
proposed mortgagee or purchaser, together with a true and correct copy of this Lease, certifying
(with such exceptions or modifications as may be the case): (i)that the Lease is in full force and
effect without modification; (ii) the amount, if any, of prepaid Rent and security paid by Tenant
to Landlord; (iii) that Landlord has performed all of its obligations due to be performed under
this Lease and that there are no defenses, counterclaims, deductions or offsets outstanding or
other excuses for Tenant's performance under this Lease; and (iv) any other information
reasonably requested by Landlord, its designee or such proposed mortgagee or purchaser.
Landlord may present to Tenant a form of such certificate, or a form satisfactory to the
mortgagee, and Tenant's failure to properly execute and deliver such form of certificate, (with
such exceptions or modifications noted therein as may be asserted by Tenant in good faith)
within seven (7) business days after request therefor shall be conclusive upon Tenant as to the
truth of all statements contained therein as presented by Landlord and may be relied on by any
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person holding or proposing to acquire an interest in the Lease, Premises, Building or any part
thereof. Further, Tenant's failure to execute such estoppel certificate within fifteen (15) business
days after Landlord's request therefor shall be an event of default under this Lease and Tenant
will be liable for any damages incurred by Landlord resulting from Tenant's failure to execute
the estoppel certificate in a timely manner.
30. TRANSFER BY LANDLORD: If Landlord's interest in the Building terminates
by reason of a bona fide sale or other transfer, Landlord will, upon transfer of the Security
Deposit to the new owner, thereupon immediately and automatically be released from all further
liability to Tenant under this Lease.
31. SURRENDER OF PREMISES; HOLDING OVER:
A. Surrender. Tenant agrees to surrender the Premises to Landlord on the
Expiration Date (or upon sooner termination of the Lease Term pursuant to other applicable
provisions hereof) in as good condition as they were at the commencement of Tenant's
occupancy, ordinary wear and tear, and damage by fire and windstorm excepted. At the
expiration or termination of the Lease Term, Tenant shall deliver to Landlord all keys to the
Premises and make known to Landlord the location and combination of all safes, locks and
similar items.
B. Restoration. In all events, Tenant will promptly restore all damage caused
in connection with any removal of Tenant's personal property. Tenant will pay to Landlord,
upon request, all damages that Landlord may suffer on account of Tenant's failure to surrender
possession as and when aforesaid and subject to the limits of Landlord's liability as set forth in.
Subsection 20(D), will be responsible for all liabilities, costs and expenses (including all
reasonable attorneys' fees and costs, if any) arising out of Tenant's delay in so delivering
possession, including claims of any succeeding tenant.
C. Removal. Upon expiration of the Lease Term, Tenant will not be required
to remove from the Premises Building standard items installed by Landlord, all of such Building
standard items are the property of Landlord. However, should Tenant, prior to the expiration of
the Lease Term or during the Lease Term, install or cause to be installed fixtures, or any tenant
improvements (excluding trade fixtures) in excess of Building standard, Landlord shall have the
option of retaining same or requiring Tenant to remove same. Should Landlord elect to cause
Tenant to remove such items, the cost of removal of same (and repair of any damage caused by
such removal), upon Landlord's election and notice to Tenant, shall be at Tenant's sole cost and
expense; Landlord has no obligation to compensate Tenant for any items which are required
hereunder to remain on or with the Premises. Notwithstanding the foregoing, Tenant will own
and be able to remove prior to the end of the Lease Term all furniture, furnishings, inventory,
equipment or trade fixtures, and Tenant will repair any and.all damage resulting from the same.
D. Holdover. Without limiting Landlord's rights and remedies, if Tenant
holds over in possession of the Premises beyond the end of the Lease Term, Tenant's occupancy
subsequent to such expiration or termination, whether or not with the consent or acquiescence of
Landlord, shall be deemed to be that of a tenancy at will and in no event from month-to-month or
from year-to-year, and it shall be subject to all the terms, covenants and conditions of this Lease
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applicable thereto, except the Rent shall be Two Hundred Percent (200%) of the amount payable
in the last year of the term, and no extension or renewal of this Lease shall be deemed to have
occurred by such holding over.
E. No Surrender. No offer of surrender of the Premises, by delivery to
Landlord or its agent of keys to the Premises or otherwise, will be binding on Landlord unless
accepted by Landlord, in writing, specifying the effective surrender of the Premises. At the
expiration or termination of the Lease Term, Tenant shall deliver to Landlord all keys to the
Premises and make known to Landlord the location and combinations of all locks, safes and
similar items. No receipt of money by Landlord from Tenant after the Expiration Date (or
sooner termination) shall reinstate, continue or extend the Lease Term, unless Landlord
specifically agrees to same in writing signed by Landlord at the time such payment is made by
Tenant.
32. NO WAIVER; CUMULATIVE REMEDIES:
A. No Waiver. No waiver of any provision of this Lease by either party will
be deemed to imply or constitute a further waiver by such party of the same or any other
provision hereof. No obligation, term, covenant, condition, or agreement in this lease shall be
deemed waived by Landlord unless such waiver by Landlord unless such waiver is in writing and
signed by Landlord. The rights and remedies of Landlord under this Lease or otherwise are
cumulative and are not intended to be exclusive and the use of one will not be taken to exclude
or waive the use of another, and Landlord will be entitled to pursue all rights and remedies
available to landlords under the laws of the State of Florida. Landlord, in addition to all other
rights which it may have under.this Lease, hereby expressly reserves all rights in connection with
the Building or the Premises not expressly and specifically granted to Tenant under this Lease
and Tenant hereby waives all claims for damages, loss, expense, liability, eviction or abatement
it has or may have against Landlord on account of Landlord's exercise of its reserved rights,
including, but not limited to, Landlord's right to alter the existing name, address, style or
configuration of the Building or the common areas, signage, suite identifications, parking
facilities, lobbies, entrances and exits, elevators and stairwells.
B. Rent Payments. No receipt of money by Landlord from Tenant at any
time, or any act, or thing done by, Landlord or its agent shall be deemed a release of Tenant from
any liability whatsoever to pay Rent, Additional Rent, or any other sums due hereunder, unless
such release is in writing, subscribed by a duly authorized officer or agent of Landlord and refers
expressly to this Section. Any payment by Tenant or receipt by Landlord of less than the entire
amount due at such time shall be deemed to be on account of the earliest sum due. No
endorsement or statement on any check or any letter accompanying any check or payment shall
be deemed an accord and satisfaction. In the case of such a partial payment or endorsement,
Landlord may accept such payment, check or letter without prejudice to its right to collect all
remaining sums due and pursue all of its remedies under the Lease.
33. WAIVER: TO THE EXTENT PERMITTED BY LAW, TENANT HEREBY
WAIVES JURY TRIAL IN ANY ACTION OR PROCEEDING REGARDING A MONETARY
DEFAULT BY TENANT AND/OR LANDLORD'S RIGHT TO POSSESSION OF THE
PREMISES.
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34. CONSENTS AND APPROVALS:
If Tenant requests Landlord's consent or approval under this Lease, and if in connection
with such requests Landlord deems it necessary to seek the advice of its third (3rd) party (ie. non
in-house) attorneys, architects and/or other experts, then Tenant shall pay the reasonable fee of
Landlord's attorneys and/or other experts in connection with the consideration of such request
and/or the preparation of any documents pertaining thereto (provided in no event shall Tenant be
responsible for any single fee from any such architect, attorney or other expert to the extent any
of the same exceeds of$1,000). Whenever under this Lease Landlord's consent or approval is
expressly or impliedly required, the same may be arbitrarily withheld except as otherwise
specified herein.
35. RULES AND REGULATIONS:
Tenant agrees to abide by all rules and regulations attached hereto as Exhibit "D" and
incorporated herein by this reference, as reasonably amended and supplemented from time to
time by Landlord. Landlord will not be liable to Tenant for violation of the same or any other act
or omission by any other tenant
36. SUCCESSORS AND ASSIGNS:
This Lease will be binding upon and inure to the benefit of the respective heirs, personal
and legal representatives, successors and permitted assigns of the parties hereto.
37. QUIET ENJOYMENT:
In accordance with and subject to the terms and provisions of this Lease, Landlord
warrants that it has full right to execute and to perform under this Lease and to grant the estate
demised and that Tenant, upon Tenant's payment of the required Rent and Additional Rent and
performing of all of the terms, conditions, covenants, and agreements contained in this Lease,
shall peaceably and quietly have, hold and enjoy the Premises during the full Lease Term
without hindrance or ejection by Landlord or anyone acting by,through or under Landlord.
38. ENTIRE AGREEMENT:
This Lease, together with the BLI Rider, exhibits, schedules, addenda and guaranties (as
the case may be) fully incorporated into this Lease by this reference, contains the entire
agreement between the parties hereto regarding the subject matters referenced herein and
supersedes all prior oral and written agreements between them regarding such matters. This
Lease may be modified only by an agreement in writing dated and signed by Landlord and
Tenant after the date hereof.
39. HAZARDOUS MATERIALS:
A. Compliance. Tenant shall, at its own expense, at all times and in all
respects comply with all Federal, State and local laws, statutes, ordinances and regulations, rules,
rulings, policies, orders and administrative actions and orders ("Hazardous Materials Laws"),
including, without limitation, any Hazardous Materials Laws relating to industrial hygiene and
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safety, environmental protection or the use, analysis, generation, manufacture, storage, disposal
or transportation of any flammable explosives, asbestos, petroleum product or petroleum-related
product (including used or waste oil), urea formaldehyde, radioactive materials or waste,
infectious waste, or other hazardous, toxic, contaminated or polluting materials, substances or
wastes, including, without limitation, any "hazardous substances," "hazardous wastes,"
"hazardous materials" or "toxic substances" under any such laws, ordinances or regulations
(collectively, "Hazardous Materials"). Tenant shall, at its own expense, procure, maintain in
effect and comply with all conditions of any and all permits, licenses and other governmental and
regulatory approvals relating to the presence of Hazardous Materials within, on, under or about
the Premises required for Tenant's use of the Premises or Tenant's use of any Hazardous
Materials in or about the Premises in conformity with all applicable Hazardous Materials Laws
and prudent industry practices regarding management of such Hazardous Materials. Upon
termination or expiration of the Lease, Tenant shall, at its own expense, cause any Hazardous
Materials placed in or about the Premises by Tenant or at Tenant's direction to be removed from
the Premises and Building common area and transported for use, storage or disposal, in
accordance and compliance with all applicable Hazardous Materials Laws. Landlord
acknowledges that it is not the intent of this Article to prohibit Tenant from operating its business
as described in this Lease. Tenant may operate its business according to the custom of the
industry so long as the use or presence of Hazardous Materials is strictly and properly monitored
according to all applicable governmental requirements. To the extent allowable under applicable
law, and further subject to the limitation on the Tenant's liability, as set forth in Section 768.28,
Florida Statutes, Tenant shall indemnify, protect, defend (by counsel reasonably acceptable to
Landlord), and hold Landlord and Landlord's employees, agents, successors and assigns free and
harmless from and against any and all claims, liabilities, penalties, forfeitures, losses and
expenses (including attorneys' fees) or death of or injury to any person or damage to any
property whatsoever, including, without limitation, the Building common area, arising from or
caused in whole or in part, directly or indirectly, by the presence in or about the Premises of any
Hazardous Materials placed in or about the Premises, or used by Tenant or at Tenant's direction,
or by Tenant's failure to comply with any Hazardous Materials Law, or in connection with any
removal, remediation, clean up, restoration activities required hereunder to return the Premises
and any other property of whatever nature to their condition existing prior to the appearance of
the Hazardous Materials.
B. Disclosure Warning and Notice Obligations. Tenant shall comply with all
applicable Hazardous Materials Laws regarding the disclosure of the presence or danger of
Hazardous Materials. Tenant acknowledges and agrees that all reporting, notice and warning
obligations required under the Hazardous Materials Laws are the sole responsibility of Tenant,
whether or not such Hazardous Materials Laws permit or require Landlord to provide such
reporting, notices or warnings, and Tenant shall be solely responsible for complying with
Hazardous Materials Laws regarding the disclosure presence, or danger of Hazardous Materials.
Tenant shall immediately notify Landlord, in writing, of any complaints, notices, warnings,
reports or asserted violations, written or oral, of which Tenant becomes aware relating to
Hazardous Materials on or about the Premises or migrating to or from the Premises. Tenant shall
also immediately notify Landlord if Tenant knows or has reason to believe that Hazardous
Materials have been released, will be released, or are threatened to be released on or about the
Premises.
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C. Environmental Tests and Audits. Tenant shall not perform or cause to be
performed, any mitigation of Hazardous Materials, or Hazardous Materials surveys, studies,
reports or inspection, relating to the Premises without obtaining Landlord's advance written
consent, which consent shall not be unreasonably withheld. At any time prior to the expiration
of the Lease Term, Landlord shall have the right to enter upon the Premises in order to conduct
appropriate tests, and to deliver to Tenant the results of such tests to demonstrate that Tenant has
or has not violated Hazardous Materials Laws or has failed to comply with this Article or that
levels of any Hazardous Materials in excess of permissible levels has occurred as a result of
Tenant's use of the Premises.
D. Survival/Tenant's Obligations. The respective rights and obligations of
Landlord and Tenant under this Article shall survive the expiration or termination of this Lease.
40. BANKRUPTCY PROVISIONS:
A. Event of Bankruptcy. If this Lease is assigned to any person or entity
pursuant to the provisions of the United States Bankruptcy Code, 11 U.S.C. Section 101 et seq.
(the "Bankruptcy Code"), any and all monies or other consideration payable or otherwise to be
delivered in connection with such assignment shall be paid or delivered to Landlord, shall be and
remain the exclusive property of Landlord, and shall not constitute the property of Tenant or of
the estate of Tenant within the meaning of the Bankruptcy Code. Any and all monies or other
considerations constituting Landlord's property under this Section not paid or delivered to
Landlord shall be held in trust for the benefit of Landlord and shall be promptly paid or delivered
to Landlord. Any person or entity to which this Lease is assigned pursuant to the provisions of
the Bankruptcy Code shall be deemed without further act or deed to have assumed all of the
obligations arising under this Lease on and after the date of such assignment.
B. Additional Remedies. In addition to any rights or remedies hereinbefore
or hereinafter conferred upon Landlord under the terms of this Lease, the following remedies and
provisions shall specifically apply in the event Tenant engages in any one or more of the acts
contemplated by the provisions of Section 24 A(1), (2) or (3) of this Lease:
(1) In all events, any receiver or trustee in bankruptcy shall either
expressly assume or reject this Lease within sixty (60) days following the entry of an "Order for
Relief' or within such earlier time as may be provided by applicable law.
(2) In the event of an assumption of this Lease by a debtor or by a
trustee, such debtor or trustee shall within fifteen (15) days after such assumption (i) cure any
default or provide adequate assurance that defaults will be promptly cured; (ii) compensate
Landlord for actual pecuniary loss or provide adequate assurance that compensation will be
made for actual monetary loss, including, but not limited to, all attorneys' fees and costs incurred
by Landlord resulting from any such proceedings; and (iii) provide adequate assurance of future
performance.
(3) Where a default exists under this Lease, the trustee or debtor
assuming this Lease may not require Landlord to provide services or supplies incidental to this
32
•
Lease before its assumption by such trustee or debtor, unless Landlord is compensated under the
terms of this Lease for such services and supplies provided before the assumption of such Lease.
(4) The debtor or trustee may only assign this Lease if(i) it is assumed
and the assignee agrees to be bound by this Lease, (ii) adequate assurance of future performance
by the assignee is provided, whether or not there has been a default under this Lease, and(iii) the
debtor or trustee has received Landlord's prior written consent pursuant to the provisions of this
Lease. Any consideration paid by any assignee in excess of the rental reserved in this Lease
shall be the sole property of, and paid to, Landlord.
(5) Landlord shall be entitled to the fair market value for the Premises
and the services provided by Landlord (but in no event less than the rental reserved in this Lease)
subsequent to the commencement of a bankruptcy event.
(6) Any security deposit given by Tenant to Landlord to secure the
future performance by Tenant of all or any of the terms and conditions of this Lease shall be
automatically transferred to Landlord upon the entry of an"Order of Relief'.
(7) The parties agree that Landlord is entitled to adequate assurance of
future performance of the terms and provisions of this Lease in the event of an assignment under
the provisions of the Bankruptcy Code. For purposes of any such assumption or assignment of
this Lease, the parties agree that the term "adequate assurance" shall include, without limitation,
at least the following: (i) any proposed assignee must have, as demonstrated to Landlord's
satisfaction, a net worth (as defined in accordance with generally accepted accounting principles
consistently applied) in an amount sufficient to assure that the proposed assignee will have the
resources to meet the financial responsibilities under this Lease, including the payment of all
Rent; the financial condition and resources of Tenant are material inducements to Landlord
entering into this Lease; (ii) any proposed assignee must have engaged in the permitted use
described in the BLI Rider for at least five (5) years prior to any such proposed assignment, the
parties hereby acknowledging that in entering into this Lease, Landlord considered extensively
Tenant's permitted use and determined that such permitted business would add substantially to
the tenant balance in the Project, and were it not for Tenant's agreement to operate only Tenant's
permitted business on the Premises, Landlord would not have entered into this Lease, and that
Landlord's operation of the Project will be materially impaired if a trustee in bankruptcy or any
assignee of this Lease operates any business other than Tenant's permitted business; (iii) any
assumption of this Lease by a proposed assignee shall not adversely affect Landlord's
relationship with any of the remaining tenants in the Project taking into consideration any and all
other "use" clauses and/or "exclusivity" clauses which may then exist under their leases with
Landlord; and (iv) any proposed assignee must not be engaged in any business or activity which
it will conduct on the Premises and which will subject the Premises to contamination by any
Hazardous Materials.
41. STATEMENTS:
Any time and from time to time, Landlord may request prepared financial statements or
may access Tenant's financial statements, as may be made publicly available on Tenant's
website.
•
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•
42. RIGHT TO RENEW.
Provided Tenant is not in default of this Lease as of the date of exercise of an option nor
at the date of the commencement of the applicable option, and Tenant has not done anything nor
failed to do anything that, with the passage of time and/or the giving of notice, would constitute a
default hereunder, Tenant shall have two (2) options to renew the Term for three (3) year terms
each. If Tenant fails to, or is not permitted to, timely exercise the first option to renew, then the
second option to renew shall automatically be deemed null and void. During each renewal term,
the terms and conditions of this Lease shall remain unchanged and in full force and effect, except
(a) Base Rent shall be equal to to the Fair Market Rent for the Premises at that time as
determined in accordance with the terms herein and (b) Tenant shall be provided with such other
fair market leasing incentives, if any ("Fair Market Concessions"), that are in accordance with
the market conditions for similarly situated properties exercising similar options to extend as the
Premises and as determined in accordance with the terms herein. Tenant shall exercise its option
to renew by furnishing Landlord written notice no sooner than three hundred sixty-five (365)
days, and later than one hundred eighty (180) days, before the expiration of the then expiring
term. The right to renew is personal to Tenant and unless otherwise consented to by Landlord,
may not be transferred in any manner.
"Fair Market Rent" means the average annual rental rate then being charged in Miami
Beach, Florida for space comparable to the Premises. The determination of Fair Market Rent
and Fair Market Rental shall take into consideration all factors reasonably utilized to make such
determination, including, without limitation: (i) use, location, floor level within the applicable
building; (ii) the net rentable area; (iii) value of leasehold improvements; and (iv) building
services. Bona fide written offers to lease the relevant space made to Landlord by third parties
may be taken into consideration in estimating or determining market rates as may expansion and
renewal transactions for comparable space (unless at a predetermined rate) but subleases may not
be utilized.
The Fair Market Rent and Fair Market Concessions for each renewal term will be
determined as follows:
(a) Landlord and Tenant will have sixty (60) days after Landlord receives the
Tenant's notice to renew (the "Option Notice") within which to mutually agree on the Base Rent
and Fair Market Concessions for the Premises during the applicable renewal term, including,
without limitation, annual rental increases to the Base Rent (which shall in no event be less than
3% per annum). If they agree on the Base Rent (with annual increases) and Fair Market
Concessions within such sixty (60) day period, then the Base Rent and,Fair Market Concessions
for the applicable renewal term will be equal to the amounts that they agree upon.
(b) If the Landlord and Tenant are unable to agree on the Base Rent (and rental
increases) and the Fair Market Concessions for the applicable renewal term within such sixty
(60) day period, then Tenant shall have the right to rescind the Option Term, within seven (7)
days thereafter, after written notice to Landlord. If Tenant does not rescind the Option Term,
then, the Base Rent (and annual increases) and Fair Market Concessions will be determined as
follows: Within seven (7) days after the expiration of the fifteen (15) day period, Landlord and
Tenant will each appoint a real estate broker with at least five (5) years' full-time commercial
34
brokerage experience in the area in which the Premises is located to appraise the then-Fair
Market Rental and Fair Market Concessions for the Premises. If either Landlord or Tenant does
not appoint a broker within ten (10) days after the other has given notice of the name of its
broker, the single broker appointed will be the sole broker and will set the then Fair Market
Rental and Fair Market Concessions for the Premises. If two (2) brokers are appointed pursuant
to this paragraph, they,will meet promptly and attempt to set the Fair Market Rental and Fair
Market Concessions for the Premises. If they are unable to agree within thirty (30) days after the
second broker has been appointed, they will attempt to elect a third broker meeting the
qualifications stated in this paragraph within ten (10) days after the last day the two (2) brokers
are given to set the then Fair Market Rental and Fair Market Concessions for the Premises. If
they are unable to agree on the third broker, either Landlord or Tenant, by giving ten (10) days'
prior notice to the other, can apply to the then presiding judge of the Miami-Dade County Court
for the selection of a third broker who meets the qualifications stated in this paragraph. Landlord
and Tenant will bear one-half(1/2) of the cost of appointing the third broker and of paying the
third broker's fee. The brokers must be people who have not previously acted in any capacity for
either Landlord or Tenant. Within thirty (30) days after the selection of the third broker, a
majority of the brokers will set the then Fair Market Rental and Fair Market Concessions for the
Premises. If a majority of the brokers are unable to set the Fair Market Rental and Fair Market
Concessions for the Premises within thirty (30) days after selection of the third broker, the three
(3) appraisals will be averaged and the average will be the then Fair Market Rental and Fair
Market Concessions for the Premises.
43. MISCELLANEOUS:
A. Severability; Choice of Law; Venue. If any term or condition of this
Lease or the application thereof to any person or circumstance is, to any extent, invalid or
unenforceable, the remainder of this Lease, or the application of such term or condition to
persons or circumstances other than those as to which it is held invalid or unenforceable, is not to
be affected thereby and each term and condition of this Lease is to be valid and enforceable to
the fullest extent permitted by law. This Lease will be construed in accordance with the laws of
the State of Florida.
B. NO OFFER. SUBMISSION OF THIS LEASE TO TENANT DOES NOT
CONSTITUTE AN OFFER, AND THIS LEASE BECOMES EFFECTIVE ONLY UPON THE
MUTUAL EXECUTION AND DELIVERY BY BOTH LANDLORD AND TENANT AND
THE PAYMENT TO LANDLORD OF ANY SECURITY DEPOSITS OR ADVANCE RENT
REQUIRED HEREUNDER.
C. Integration. Tenant acknowledges that it has not relied upon any
statement, representation, prior or contemporaneous written or oral promises, agreements or
warranties, except such as are expressed herein.
D. Personal Property Taxes. Tenant will pay before delinquency all taxes
assessed during the Lease Term against any occupancy interest in the Premises or personal
property of any kind owned by or placed in, upon or about the Premises by Tenant.
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E. Pre-Lease Commencement Occupancy. If Tenant, with Landlord's prior
written consent (to be granted or withheld in Landlord's sole discretion), occupies the Premises
or any part thereof prior to the beginning of the Lease Term, all provisions of this Lease will be
in full force and effect commencing upon such occupancy, except Base Rent and Additional
Rent, will not be due or payable until the Rent Commencement Date.
F. Brokers. Each party represents and warrants that it has not dealt with any
agent or broker in connection with this transaction except for the agents or brokers specifically
set forth in the BLI Rider. Landlord will be responsible for the payment of commission to the
broker set forth in the BLI Rider. If either party's representation and warranty proves to be
untrue, such party will indemnify the other party against all resulting liabilities, costs, expenses,
claims, demands and causes of action, including reasonable attorneys' fees and costs through all
appellate actions and proceedings, if any. The foregoing will survive the end of the Lease Term,
or any earlier termination of the Lease.
G. No Recording. Neither this Lease nor any memorandum hereof will be
recorded by Tenant.
H. No Partnership. Nothing contained in this Lease shall be deemed by the
parties hereto or by any third party to create the relationship of principal and agent, partnership,
joint venturer or any association between Landlord and Tenant, it being expressly understood
and agreed that neither the method of computation of Rent nor any other provisions contained in
this Lease nor any act of the parties hereto shall be deemed to create any relationship between
Landlord and Tenant other than the relationship of landlord and tenant.
I. Landlord's Consents. Whenever in this Lease the context allows, the word
"including" will be deemed to mean "including without limitation". The headings of articles,
sections or paragraphs are for convenience only and shall not be relevant for purposes of
interpretation of this Lease.
J. Construction of Certain Terms; Headings. Whenever in this Lease the
context allows, the word "including" will be deemed to mean "including without limitation".
This Lease does not create, nor will Tenant have, any express or implied easement for or other
rights to air, light or view over or about the Building or any part thereof.
K. Reservations. Landlord reserves the right to use, install, monitor, and
repair pipes, ducts and conduits within the walls, columns, and ceilings of the Premises, and is
deemed to retain an easement to enter the Premises to conduct the same.
L.. Delegation by Landlord. Any acts to be performed by Landlord under or
in connection with this Lease may be delegated by Landlord to its managing agent or other
authorized person or firm.
M. Construction. It is acknowledged that each of the parties hereto has been
fully represented by legal counsel and that each of such legal counsel has contributed
substantially to the content of this Lease. Accordingly, this Lease shall not be more strictly
construed against either party hereto by reason of the fact that one party may have drafted or
prepared any or all of the terms and provisions hereof.
36
N. No Confidentiality of Terms. Pursuant to Section 119.011(12), Florida
Statutes, this Lease and any other document related to the payments received or operation of
Tenant at the Premises is a Public Record which may be disclosed in accordance with Chapter
119,Florida Statutes.
O. Parties Bound. If more than one person or entity is named herein as
Tenant, their liability hereunder will be joint and several. In case Tenant is a corporation or
limited liability company, Tenant (a) represents and warrants that this Lease has been duly
authorized, executed and delivered by and on behalf of Tenant and constitutes the validand
binding agreement of Tenant in accordance with the terms hereof, and (b) Tenant shall deliver to
Landlord or its agent, concurrently with the delivery of this Lease, executed by Tenant, certified
resolutions of the board of directors (and shareholders, if required) or manager and member, (if
required) authorizing Tenant's execution and delivery of this Lease and the performance of
Tenant's obligations hereunder. In case Tenant is a partnership, Tenant represents and warrants
that all of the persons who are general or managing partners in said partnership have executed
this Lease on behalf of Tenant, or that this Lease has been executed and delivered pursuant to
and in conformity with a valid and effective authorization therefor by all of the general or
managing partners of such partnership, and is and constitutes the valid and binding agreement of
the partnership and each and every partner therein in accordance with its terms. It is agreed that
each and every present and future partner in Tenant shall be and remain at all times jointly and
severally liable hereunder and that neither the death, resignation or withdrawal of any partner,
nor the subsequent modification or waiver of any of the terms and provisions of this Lease, shall
release the liability of such partner under the terms of this Lease unless and until Landlord shall
have consented in writing to such release.
•
P. Proposed Use. Landlord has made no inquiries about and makes no
representations (express or implied) concerning whether Tenant's proposed use of the Premises
is permitted under applicable law, including applicable zoning law; should Tenant's proposed
use be prohibited, Tenant shall be obligated to comply with applicable law and this Lease shall
nevertheless remain in full force and effect.
Q. Force Majeure. Notwithstanding anything to the contrary in this Lease, if
either Party cannot perform any of its obligations (except as to payments under the Lease,
including Base Rent or Overhead Rent) due to events beyond a Party's control, the time provided
for performing such obligations shall be extended by a period of time equal to the duration of
such events. Events beyond a Party's control include, but are not limited to, hurricanes and
floods and other acts of God, war, civil commotion, labor disputes, strikes, fire, flood or other
casualty, shortages of labor or material, government regulation or restriction and weather
conditions.
R. Attorneys' Fees. If, Landlord or Tenant, as a result of any breach or
default in the performance of any of the provisions of this Lease including, but not limited to,
Tenant's failure to pay rent when due, or as otherwise stated in this Lease, uses the services of an
attorney, paralegal, or law clerk, in order to secure compliance with such provisions, whether suit
is brought or not, or to recover damages therefor, the prevailing party shall be entitled to collect
from the non prevailing party any reasonable third party costs and expenses, including any and
all reasonable attorneys' fees and costs and paralegal and law clerk fees so incurred by the
37
prevailing party, including but not limited to, attorneys' fees incurred in connection with any
appellate proceedings or bankruptcy proceedings.
S. No Air Rights. Any diminution of light, air or view by any structure or
object which may be erected or placed on any lands adjacent or in close proximity to the
Building shall in no way affect this Lease or impose any liability on Landlord. Tenant does not
acquire any right or easement for the use of any door or passageway in any portion of the
Building, or in the premises adjoining the Building, except the easement of necessity of ingress
and egress, if any, in the doors and passageways directly connecting with the Premises,provided,
however, that it is expressly agreed that Landlord shall have the right to close or obstruct any
door or passageway into or from or connecting with the Premises and to interfere with the use
whenever Landlord deems it necessary to affect the alterations or repairs thereto or in and about
any premises adjoining such doors or passageways. Landlord shall use reasonable efforts to
avoid closing or materially obstructing any door or passageway into, or from, or connecting with
the Premises.
T. Calculation of Days. Unless otherwise provided in this Lease, any time
period provided for in this Lease which ends on a Saturday, Sunday or legal holiday shall extend
to 5:00 P.M. on the next business day.
U. Telecommunications Services. Tenant and its telecommunications
companies, including local exchange telecommunications companies and alternative access
vendor services companies, shall have no right to access to and within the Building, for the
installation and operation of telecommunications systems, including voice, video, data, internet,
and any other services provided over wire, fiber optic, microwave, wireless, and any other
transmission systems ("Telecommunications Services"), for part or all of Tenant's
telecommunications within the Building and from the Building to any other location without
Landlord's prior written consent, which consent shall not be unreasonably withheld, conditioned
or delayed. All providers of Telecommunications Services shall be required to comply with the
rules and regulations of the Building, applicable laws and Landlord's policies and practices for
the Building. Tenant acknowledges that Landlord shall not be required to provide or arrange for
any Telecommunications Services and that Landlord shall have no liability to Tenant or Tenant's
Agents in connection with the installation, operation or maintenance of Telecommunication
Services or any equipment or facilities relating thereto. Tenant, at Tenant's sole cost and expense
and for its own account, shall be solely responsible for obtaining all Telecommunications
Services in connection with the Premises. No interruption or discontinuance of any
Telecommunications Services will be deemed an eviction or a disturbance of Tenant's use and
possession of the Premises or any part thereof, or render Landlord liable to Tenant for damages
or abatement of Rent or relieve Tenant from the responsibility of performing any of Tenant's
obligations under this Lease.
[EXECUTION PAGE FOLLOWS]
38
IN WITNESS WHEREOF, the parties have signed and delivered this Lease as of the
day and year first above written.
WITNESSES: LANDLORD:
1680 COSTA,LLC,
a Delaware limited liability company
Name:
By: 1680 ECM,LLC,
a Delaware limited liability company,
its Manager
Name:
By: MARKET STREET REAL ESTATE
PARTNERS,LLC,
a Florida limited liability company,
its Managing Member
By:
Allen Serviansky,Manager
WITNESSES: "TENANT"
4411\-- CITY OF MIAMI BEACH, FLORIDA
Name: ° 'f,/4A�i nc r,k. (;xr,-N r �
By:
—% L .z Gelber,
Maor
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Date: 5/5 ti/f20`
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Am • e 11,1111
Skill -
, Oranatio, Laky C1 k , INCORP 'ORATED:
APPROVED AS TO
FORM & LANGUAGE
& FO EXECUTION
(7._ k(
39 City Attorney ,Il, Date
EXHIBIT "A"
PREMISES SPACE PLAN
THE MERIDIAN CENTER SUITE 203
1680 Meridan Avenue 2,583 RSF
Miami Beach,FL 33139
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PREMISES SPACE PLAN (continued)
THE MERIDIAN CENTER SUITE 602
1680 Meriden Avenue 2,231 RSF
Miami Beach,FL 33139
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EXHIBIT "B"
HVAC OVERTIME SCHEDULE
RPM IAM 2AM 3AM IMI SAM SAM 7AM _ SWI 9AM qAM IL A OPM PM SPM 3PM IPM SPM 4PM 7PM 8PM 9PM IPM IPM
Monday
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Wednesday
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Sunday ,
Non- Extended
Code Business Business Business
gm Noonours
1365 /!v/z� _
145 23 61 84 168
12AM SAM 2AM 3AM 4AM SAM 6AM 7AM SAM SAM 10AM 11AM 12PM SPM 2PM 3PM 4PM VM 6PM 7PM BPM 9PM 327M 11PM
randyt ,. s° �K tr :::.add/. /'%i/ .�/„�D/zG, /'/ii//i✓;ad/i���F:Bu%<F.// /i�'�ia� ,,..
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Own Closed HVAC a O
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The "Extended Business Hours" are deemed to be all of the hours during the week other than the regular
Business Hours (as defined in the Lease), and other than Monday through Thursday, 1:00am through
6:00am and Friday, 3:00am to 6:00am.
B-2
EXHIBIT"C"
WORK LETTER
This Work Letter is entered in by and between the Landlord and Tenant of the Lease to which it
is attached and is fully incorporated therein. This Work Letter governs Alterations to the
Premises that are conducted by Tenant (including, without limitation, the Initial Tenant
Alterations, as such term is defined herein) and that are approved by Landlord in accordance
with the terms of the Lease.
1. PLANNING. If Tenant desires to improve the Premises or install or construct Alterations
(including, without limitation, the Initial Tenant Alterations), as such terms are contemplated in
the Lease, Tenant will deliver to Landlord detailed plans (the "Prelim Plans") for any
improvements and Alterations (including, without limitation, the Initial Tenant Alterations) that
Tenant desires to perform on the Premises (the "Tenant Work").
Landlord will review the Prelim Plans and either approve or disapprove the same within
seven (7) business days after the date Landlord receives them. If Landlord notifies Tenant that it
does not approve the Prelim Plans, Landlord will endeavor to inform Tenant in writing of its
objections and Tenant will revise the same and deliver a corrected version to Landlord for its
approval within five (5) business days after the date Tenant receives Landlord's disapproval
notice. Landlord shall have five (5) business days after receipt of the corrected version to
approve or disapprove the plans. If Landlord does not provide notice of its approval or
disapproval within the time periods provided herein, then it shall be deemed to have approved
the Prelim Plans and Tenant shall not be required to resubmit the same and undertake the same
process for approval. The approval and revision process for revised Prelim Plans will be the
same as described in the foregoing provisions of this grammatical paragraph.
If and after Prelim Plans have been approved by Landlord, if required by Landlord,
Tenant will engage a licensed architect (the "Architect") to prepare detailed architectural and
engineering plans and specifications (the "Proposed Architectural Plans") for the Tenant Work.
The Proposed Architectural Plans will consist of fully dimensioned and complete sets of plans
and specifications, including detailed architectural plans for the Tenant Work, and will include,
in addition to all items required to be included in the Prelim Plans, the following, to the extent
applicable: (i)reflected ceiling plan, including lighting, switching and special ceiling
specifications, (ii) details of all millwork, (iii) dimensions of all equipment and cabinets to be
built in, (iv)f rthture plan showing details of space occupancy, (v) keying schedule (Premises
must be keyed to permit entry by Building master key), if any, (vi) lighting arrangement, (vii)
weight and location of heavy equipment, and anticipated electrical and mechanical loads for
special usage rooms, (viii) demolition plan, (ix) partition construction plan, (x) all requirements
under the Americans With Disabilities Act and other applicable acts, laws, or governmental rules
or regulations pertaining to persons with disabilities, and all other applicable governmental
requirements, and (xi) final finish selections, and any other details or features requested by
Landlord.
C-1
If reasonably required by the Landlord, Tenant or the Architect will also engage such
licensed engineering firms ("Engineer") as may be required or appropriate in connection with
preparing mechanical, electrical, fire protection/life safety, plumbing, HVAC, structural (if
necessary), or other plans and specifications (the "Proposed Engineering Plans"). The Engineer
will be subject to Landlord's approval (not to be unreasonably withheld, conditioned or delayed).
The Proposed Engineering Plans will include the following, to the extent applicable: (i) all
electrical outlet locations, circuits and anticipated usage therefor, (ii) duct locations for HVAC
equipment, (iii) special HVAC equipment and requirements, and any other details or features
reasonably requested by Landlord's architect or Landlord in order for the Proposed Engineering
Plans to serve as a basis for contracting the Tenant Improvements.
The Proposed Architectural Plans and Proposed Engineering Plans are referred to herein
together as the "Proposed Plans". The Proposed Plans must be substantially consistent with the
Prelim Plans without any material changes.
Tenant will, within thirty (30) days after the date of Landlord's approval of Prelim Plans,
deliver 3 copies of the Proposed Plans to Landlord for its approval (not to be unreasonably
withheld, conditioned, or delayed so long as they are substantially consistent with the Prelim
Plans). Landlord or Landlord's outside architect or engineer (if applicable) or both will review
the Proposed Plans, and the approval process for the Proposed Plans will be identical to the
approval process for the Prelim Plans described above.
The Proposed Plans as approved by Landlord are referred to collectively as the "Plans".
For purposes of this Work Letter, after approval of the Proposed Plans, all references thereafter
to "Tenant Work" shall mean: (A)the purchase and installation of the improvements and items of
work shown on the Plans, and (B) any demolition, preparation or other work required in
connection therewith. Landlord may at any time and without notice require that any wires or
cables that Tenant desires to have installed in the Building risers be installed at Tenant's cost by
a riser management company (if any)then engaged by Landlord for such purpose.
2. SELECTION OF CONTRACTOR AND CONSTRUCTION OF TENANT WORK.
2.1 Contractor Bidding. After final approval of the Plans by Landlord, Tenant will
promptly submit the pricing for the general contractors selected by Tenant and the pricing will be
approved, provided it is within the limits of the Tenant Improvement Allowance.
2.2 Work Standards. The Tenant Contractor must(and its contract must so provide):
a. conduct its work in such a mariner so as not to unreasonably interfere with other tenants,
the Building or Building operations, or any other construction occurring on or in the Building or
in the Premises;
b. confirm in writing its agreement to comply with the Contractor Rules and Regulations
attached hereto as Schedule 1 and comply with all additional rules and regulations relating to
construction activities in or on the Building as may be reasonably promulgated from time to time
and uniformly enforced by Landlord or its agents, provided that Tenant Work may be completed
C-2
during working hours from 7am until 7pm, Monday through Saturday, instead of Monday
through Friday so long as the same otherwise complies with all applicable laws, rules, codes,
regulations and ordinances;
c. maintain such insurance in force and effect as may be reasonably requested by Landlord
or as required by applicable law; and
d. be responsible for reaching an agreement with Landlord and its agents as to the terms and
conditions for all contractor items relating to the conducting of its work including, but not
limited to, those matters relating to hoisting, systems interfacing, use of temporary utilities,
storage of materials and access to the Premises.
As a condition precedent to Landlord permitting the Tenant Contractor to commence any Tenant
Work, Tenant and the Tenant Contractor will deliver to Landlord such assurances or instruments
as may be reasonably requested by Landlord to evidence the Tenant Contractor's and its
subcontractors' compliance or agreement to comply with the provisions hereof. Tenant will
require the Tenant Contractor who performs any Tenant Work to require its subcontractors not to
cause or threaten to cause disharmony or interference with Landlord or other tenants, contractors
or service providers at the Building.
2.3 Indemnity. 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 will indemnify, defend
and hold harmless Landlord, Landlord's mortgagee and their respective agents or employees
against any claims, costs, including reasonable attorneys' and paralegals' fees (including appeal),
and liabilities, including without limitation, for injury to or death of any person, damage to any
property and mechanics' liens or other liens or claims, arising out of or in connection with the
work done by Tenant Contractor (and its subcontractors and sub-subcontractors) under its
contract with Tenant; provided however that no such indemnity shall be provided for any loss,
injury or damage resulting from the gross negligence or intentional misconduct of any such
indemnified person.
2.4 Permits. Tenant will cause the Tenant Contractor to apply for and secure any and
all building permits, inspections and occupancy certificates required for or in connection with the
Tenant Work, and will promptly submit to Landlord copies of the same. Unless otherwise
specifically consented to in writing by Landlord, Tenant may not commence the Tenant Work
unless and until all required permits are obtained.
2.6 Change Orders. Tenant may authorize change orders in the Tenant Work. The
approval process therefor will be the same as the approval process for the Plans. Tenant will be
responsible for any unreasonable delays and related additional costs caused by such change
orders.
2.7 As-Built Plans. Tenant will deliver to Landlord a copy of the as-built plans and
specifications for the Tenant Work, and a copy of all operations and maintenance manuals for
any equipment constituting a part of the Tenant Work and, pursuant to the Lease, to remain in
C-3
the Premises upon expiration of the Lease Term, within 30 days after completion of the Tenant
Work.
2.8 Compliance. Tenant will cause all Tenant Work to comply in all respects with the
following: (1) the approved Plans, (2) all applicable building codes and other applicable
governmental codes, laws, ordinances, rules and regulations, including the Americans with
Disabilities Act and other applicable acts, laws, or governmental rules or regulations pertaining
to persons with disabilities, and (3) the work rules and procedures as may be established by
Landlord in connection with any work in the Building.
2.9 Liens. Landlord and Tenant acknowledge and agree that their relationship is and
shall be solely that of"landlord-tenant" (thereby excluding a relationship of"owner-contractor,"
"owner-agent" or other similar relationships). In accordance with the applicable provisions of
the Florida Mechanic's Lien Law and specifically Florida Statutes, Section 713.10, , and
notwithstanding anything to the contrary contained in this Work Letter or in the Lease, the
interest of Landlord, whether real or personal, in and to the Premises or the Building, or any part
thereof shall not be subject to or chargeable with any liens for labor performed or material
supplied in connection with any work or improvements performed or caused to be performed by
Tenant or any of Tenant's Agents, and Tenant shall have no right, power or authority to create or
allow to be created any such liens regardless of whether Landlord has approved or consented to
such work or improvements. Accordingly, all materialmen, contractors, artisans, mechanics,
laborers and any other persons now or hereafter contracting with Tenant, any contractor or
subcontractor of Tenant or any of Tenant's Agents for the furnishing of any labor, services,
materials, supplies or equipment with respect to any portion of the Premises, at any time from the
date hereof until the end of the Term, are hereby charged with notice that they look exclusively
to Tenant to obtain payment for same. For purposes hereof, "Tenant's Agents"means any of the
following persons: any assignees claiming by, through, or under Tenant; any subtenants
claiming by, through, or under Tenant; and any of their respective agents, contractors,
employees, or licensees. All persons and entities contracting or otherwise dealing with Tenant
relative to the Premises or the Building, are hereby placed on notice of the provisions of this
paragraph, and Tenant hereby agrees to notify such persons or entities in writing of the
provisions hereof prior to the commencement of any such work or improvements.
3. COST OF TENANT WORK.
3.1 Cost of The Tenant Work. Tenant will pay all costs (the "Cost of the Tenant
Work") associated with any and all approved Tenant Work, including, without limitation, all
costs for or related to:
a. the so-called "hard costs" of Tenant Work, including, without limitation, costs of
labor, hardware, equipment and materials, contractors' charges for overhead and fees, and
so-called "general conditions" (including rubbish removal, utilities (subject to Section 3.4
below), freight elevators (subject to Section 3.4 below), hoisting, field supervision,
building permits, occupancy certificates, inspection fees, utility connections, bonds,
insurance, and sales taxes);
C-4
b. the so-called "soft costs" of Tenant Work, the cost of the Plans, and all revisions
thereto, and any and all engineering reports or other studies, reports or tests, air balancing
or related work in connection therewith; and
d. In addition to the costs set forth above, and in no way limiting the costs to be paid
by Tenant as set forth above, Tenant will pay for all utilities for all Tenant Work or
otherwise consumed in or for the Premises during the Tenant Work.
3.2 Tenant Improvement Allowance.
a. Amount. Landlord will provide Tenant with a tenant improvement allowance of
up to $48,140.00 (the "Tenant Improvement Allowance") to be used by Tenant to
complete telecommunications cabling installation, install access control card systems for
the Premises and to run telecommunication cabling between the 6th and 2nd floors of the
Building to connect the telecommunication systems within Suites 203 and 602, utilizing
chase/pathways in the Building's existing mechanical, electrical and or telephone room
and ceilings (to the extent the same is used in accordance with Landlord approved Plans
for the same (the "Initial Tenant Alterations"). The Tenant Improvement Allowance may
only be applied towards Cost of the Tenant Work for Initial Tenant Alterations, and may
not be used for any other purpose,provided that after the final completion and payment in
full of the Initial Tenant Alteration, if any portion of the Tenant Improvement Allowance
remains outstanding, the Tenant may apply the same towards rent due under the Lease.
Landlord will have no obligation to disburse the Tenant Improvement Allowance or any
portion thereof if Tenant is in default under the Lease.
b. Funding and Disbursement. If the Cost of the Tenant Work for the Initial Tenant
Alterations exceeds the Tenant Improvement Allowance, Tenant shall have sole
responsibility for the payment of such excess cost. Further, notwithstanding anything
herein to the contrary, Landlord may deduct from the Tenant Improvement Allowance
any amounts due to Landlord under the Work Letter.
Landlord shall pay out 50% of the Tenant Improvement Allowance when the Landlord
has determined that 50% of the Initial Tenant Alternations have been completed in
accordance with approved Plans, provided that Tenant must also submit to Landlord at
that time certification that the Initial Tenant Alterations are 50% complete and
substantially in conformance with the approved Plans. At that time, Tenant must also
submit to Landlord an application for payment for 50% of the Tenant Improvement
Allowance and Landlord must receive from Tenant full and final releases of lien rights
and payment affidavits from all potential lienholders on forms reasonably acceptable to
Landlord. Landlord shall also be entitled to receive such other evidence and
documentation as Landlord may reasonably require to evidence correct completion of
50% of the Initial Tenant Alterations and that no mechanic's, materialmen's or other liens
may be or have been filed against the Building or the Premises arising out of the design
or performance of such Tenant Work.
C-5
Landlord will fund the balance of the Tenant Improvement Allowance within 30 days
after Landlord has determined that the Initial Tenant Alterations have been fully, finally
and correctly completed, provided Tenant must have submitted to Landlord at that time,
in addition to the requirements set forth above for the initial installment of the Tenant
Improvement Allowance (except that certification from Tenant's architect and contractor
shall certify that the Initial Tenant Alterations are fully and finally complete and
substantially in conformance with the approved Plans), final unconditional lien waivers,
sworn statements and affidavits of payment and such other items as Landlord may
reasonably require and in form acceptable to Landlord to evidence and assure that the
Initial Tenant Alterations have been fully and finally completed and paid for in full, and
that no mechanic's, materialmen's or other such liens have been or may be filed against
the Building or the Premises arising out of the design or performance of the Tenant
Work. Landlord will have no obligation to disburse the Tenant Improvement Allowance
or any portion thereof toward costs other than the Initial Tenant Improvements.
4. Pre-Construction Activities. Before commencing construction of any Tenant Work,
Tenant shall provide and submit the following information and items to Landlord for Landlord's
information and review:
a. A detailed critical path construction schedule containing the major components of the
Tenant Work and the anticipated time required for each, including the scheduled commencement
date of construction of the Tenant Work, milestone dates and the estimated date of completion of
construction. Tenant shall update and resubmit its construction schedule from time to time as
Landlord may reasonably require, in a form reasonably acceptable to Landlord;
b. A detailed itemized statement of estimated construction cost (the "Work Budget"),
including fees for permits and architectural and engineering fees, including a cash disbursement
time-line in a form that is reasonably acceptable to Landlord;
c. Certificates of insurance as hereinafter described. Without limiting any other provision
herein, Tenant shall not permit Tenant's contractors and subcontractors to commence work until
the required permits and insurance have been obtained and certified copies of permits and
certificates (as designated by Landlord) have been delivered to Landlord; and
d. Copies of the building permit in respect of the Tenant Work.
Tenant will update such information and items by notice to Landlord of any changes to
the foregoing.
5. COMPLETION. Upon completion of any Tenant Work, Tenant shall furnish to
Landlord:
(a) a certificate from Tenant's contractor that the subject work was
performed in accordance with the filed plans and all applicable laws, rules, codes, regulations
and ordinances;
C-6
(b) all appropriate certifications from all governmental authorities
(including, without limitation, a certificate of occupancy) having jurisdiction to the effect that
such work has been performed and completed in accordance with filed plans and specifications,
(if required), and with all applicable Legal Requirements;
(c) a complete set of"as built" plans (in .pdf format and such other format
and content as is reasonably acceptable to Landlord) within one month after the completion of
the work; and
(d) true copies of full and final lien waivers from all contractors,
subcontractors or any other entities or persons performing work or supplying materials or
services to the premises in connection with the work.
6. MISCELLANEOUS.
A. The Premises must be keyed to permit entry by the Building master key.
B. Except to the extent otherwise indicated herein,the initially capitalized terms used
in this Work Letter will have the meanings assigned to them in the Lease.
C. The terms and provisions of this Work Letter are intended to supplement and are
specifically subject to all the terms and provisions of the Lease.
D. This Work Letter may not be amended or modified other than by supplemental
written agreement executed by authorized representatives of the parties'hereto.
F. Landlord's preparation or review and approval of Plans and/or the performance of
Work shall not create or imply any responsibility or liability on the part of Landlord with regard
to the completeness and design sufficiency of either the Plans or the Work, or with regard to the
compliance of the Plans and/or the Work with all laws, rules and regulations of governmental
agencies.
G. Tenant Work may be completed during working hours from 7am until 7pm,
Monday through Saturday so long as the same complies with the terms of this Lease as well as
all applicable laws, rules, codes regulations and ordinances.
C-7
SCHEDULE 1
TO
EXHIBIT C
TENANT CONTRACTOR RULES ®ULATIONS
ALL CONTRACTORS
The Contractor shall be responsible to meet these performance requirements throughout the course of the
Work. Exceptions shallonly be allowed at the Landlord's discretion and with Landlord's prior written
approval.
1. All Contractors and Subcontractors must sign in with security (if applicable) before working in
the Building.
2. All building permits necessary for the completion of the work shall be secured and paid for by the
Contractor with copies provided to the Landlord upon request.
3. All delivery of materials to the site shall be to loading dock and freight elevators. No materials
may be delivered through the main entrance doors or through the building lobbies or passenger
elevators. The Building loading dock is available on a first come, first served basis. A 30-minute
time limit will be strictly enforced. Any contractor or delivery vendor work will exceed 30
minutes must unload equipment and materials, relocate to a long-term parking location, perform
its work or delivery,then return, if necessary,to recover equipment or load trash for disposal.
4. Each Contractor must have its own supervisor on-site any time material is delivered or moved.
5. Deliveries and movement of materials into and out of the Building must be done prior to 7:00
a.m. and after 7:00 p.m. Monday through Friday unless otherwise approved by the Landlord in
writing. Contractor shall have the responsibility of disposing of crates, boxes, etc. off-site. The
building trash areas shall not be used for disposal of trash or materials associated with
Contractor's work.
6. The Contractor and all subcontractors will use rubber wheeled carts when moving material
through the Building or removing trash from the Building.
7. Protection of all public corridor surfaces and elevator lobbies is the responsibility of the
Contractor.
8. Under no circumstances will debris be allowed to remain in the Building longer than twenty-four
(24) hours. The work areas should be kept clean and organized at all times. Placement of any
large dumpsters for the removal of debris must be approved by the Landlord in writing.
9. While on-site,workers shall remain in areas of Building related only to the area of their work and
common lobby area. Permission must be acquired in order to park on Building property.
10. No food,beverages, or smoking will be allowed on-site.
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11. Any worker caught stealing, drinking alcohol, or using any illegal substance will be immediately
banned from the site. Objectionable, abusive, or unacceptable personal behavior of contractor
personnel is prohibited. Expected behavior is to be professional at all times.
12. Radios will not be allowed on the job site.
13. No cooking of any kind will be allowed on the site.
14. No unauthorized use of tenant or building space, restrooms, equipment, trash compactor,
dumpster, parking, storage,and utilities.
15. Noisy operations will be done between 7:00 p.m. and 7:00 a.m. Monday through Friday and will
be approved and coordinated with Landlord. Loud noises off site are considered by Landlord as
objectionable.
16. The Contractor must shut off all lights in the area upon completion of the day's activities.
17. The Contractor is responsible for removal and capping of unused or abandoned conduit, cables,
ductwork or other materials.
18. Any work which requires access to another tenant's space e.g. plumbing etc. must be scheduled
with the Landlord and Contractor must give at least 72 hours written notice of such request.
19. The Contractor will notify the Landlord in writing, and obtain Landlord's consent, one week
before any electrical shutdowns which might affect existing tenants.
20. A list of contractors and their subcontractors must be submitted to the Landlord prior to the
commencement of work.
21. All Contractors and subcontractors must have a current certificate of insurance on file with the
Landlord prior to any work commencing.
22. The Contractor is only allowed to use their own dumpster and may not under any circumstances
use the Building's dumpster.
23. Building materials used will be of the highest quality and will be of the same manufacturer as
existing materials. Any variance is to be pre-approved by the Landlord.
24. All construction must be scheduled with the Landlord.. Work not scheduled will not be allowed.
25. Contractor personnel shall utilize the loading dock and freight elevator for access to the Work
site. Only in the event of an emergency shall Contractor personnel be permitted to use other
means of egress.
26. All large deliveries and all demolition/materials including drywall.And all work that will produce
loud noise and or large amounts of debris (as determined by Landlord)must be completed before
or after Building hours via the loading dock only.
27. All materials and waste shall be transported to and from the Premises via the freight elevators.
All construction activity (i.e., deliveries, demo removal, etc.) must be made through the service
elevator via the loading dock. After hour service elevator may require a security guard running
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the elevator. There is a per hour charge for this service. Under no circumstance shall the
passenger elevators be used without the written consent of the Landlord.
28. The Contractor will protect smoke detection devices in the areas where production of dust will
occur. Please notify the Landlord when protection is in place so they may be checked.
29. Before any demolition and/or construction work may begin, it must be determined whether such
work will affect the fire alarm system. If it is determined that such demolition and/or
construction work may trigger the fire alarm system, it will be necessary for the Contractor to
notify the Landlord.
30. It shall be the responsibility of the Contractor to isolate the heating, ventilating, and air
conditioning systems of the Premises and work site from the remainder of the Building. Under
no circumstance shall the Contractor utilize materials such as but not limited to: cleaning agents,
paints, thinners, or adhesives that if released in the Work Site atmosphere could spread to tenant
areas, causing discomfort or posing any type of health hazard.
31. In the event that any fire and life safety system will need to be disabled to complete the Work,the
Contractor must notify the Landlord in advance of such event in writing.
32. Contractor must ensure that all common areas remain clean during the job. This means that all
hallways, restrooms, lobby must be cleaned, including dust removal and shoe prints. Under no
circumstances should construction personnel use the passenger elevators.
33. Contractor must properly dispose wastes, residues, or debris.
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EXHIBIT "D"
RULES AND REGULATIONS
2. The sidewalks, entrances, passages, courts, elevators, vestibules, stairways, corridors, and
halls shall not be obstructed or encumbered by any Tenant or used for any purpose other than
ingress and egress to and from the Premises.
3. No awnings or other projections shall be attached to the outside walls of the Building
without the prior written consent of Landlord. No curtains, blinds, shades, or screens shall be
attached to or hung in, or used in connection with, any window or door of the Premises, without
the prior written consent of Landlord. Such awnings, projections, curtains, blinds, shades,
screens, or other fixtures must be of a quality,type, design, and color, and attached in the manner
approved by Landlord.
4. No sign, advertisement, notice or other lettering shall be exhibited, inscribed, painted or
affixed by any Tenant on any part of the outside of the Premises or Building or on the inside of
the Premises if the same can be seen from the outside of the Premises without the prior written
consent of Landlord except that the name of Tenant may appear on the entrance door of the
Premises. In the event of a violation of the foregoing by Tenant, Landlord may remove same
without any liability and may charge the expense incurred by such removal to Tenant or Tenants
violating this rule. Interior signs on doors and the directory shall be inscribed, painted or affixed
for each Tenant by Landlord at the expense of such Tenant and shall be of a size and style
acceptable to Landlord.
5. Office entry doors are to remain closed at all times during normal business hours.
Tenants are not permitted to keep hallway doors open at any time.
6. Tenant shall not occupy or permit any portion of the Premises demised to it to be
occupied as an office for a public stenographer or typist, or as a barber or manicure shop, or as
an employment bureau Tenant shall not engage or pay any employees on the Premises, except
those actually working for Tenant at the Premises, nor advertise for labor giving an address at the
Premises. The Premises shall not be used for gambling, lodging, or sleeping or for any immoral
or illegal purposes. The Premises shall not be used for the manufacture of merchandise, goods or
property of any kind whatsoever.
7. The sashes, sash doors, skylights, windows, and doors that reflect or admit light and air
into the halls, passageway or other public places in the Building shall not be covered or
obstructed by any Tenant nor shall any bottles, parcels or other articles be placed on the window
sills. No materials shall be placed in the corridors or vestibules nor shall any articles obstruct
any air-conditioning supply or exhaust vent.
8. The water and wash closets and other plumbing fixtures shall not be used for any
purposes other than those for which they were constructed and no sweepings, rubbish, rags, or
other substances shall be thrown therein. All damages resulting from any misuse of the fixtures
by Tenant, its servants, employees, agents or licensees shall be borne by Tenant.
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9. No Tenant shall mark, paint, drill into, or in any way deface any part of the Premises or
the Building of which they form a part. No boring, cutting, or stringing of wires shall be
permitted, except with the prior written consent of Landlord, and as it may direct. Should a
Tenant require telegraphic, telephonic or other communication service, Landlord will direct the
electricians where and how wires are to be introduced and placed, and none shall be introduced
or placed except as Landlord shall direct. Electric current shall not be used for power or heating
without Landlord's prior written permission. Neither Tenant nor Tenant's Agents including, but
not limited to, electrical repairmen and telephone installers, shall lift, remove or in any way alter
or disturb any of the interior ceiling materials of the Premises or Building, nor shall any of same
have any access whatsoever to the area above the interior ceiling of the Premises or the Building
except with the prior written consent of Landlord and in accordance with guidelines established
by Landlord. No antennas shall be permitted.
10. No bicycles, vehicles, or animals of any kind shall be brought into or kept in or about the
Premises, and no cooking shall be done or permitted by any Tenant on said Premises. No Tenant
shall cause or permit any unusual or objectionable odors to be produced upon or permeate from
the Premises.
11. If the Tenant does not provide the Landlord with a passkey to the Premises, then the
Landlord shall remain permitted to enter the Premises, without notice, in the event of an
emergency. In the event of any such entry during an emergency, the Landlord shall not be
responsible any and damage caused by the same unless caused by its gross negligence or
intentional misconduct. If the Landlord is provided with a passkey to the Premises, it may enter
the Premises as otherwise permitted by the Lease.
•
12. No Tenant shall make, or permit to be made, any unseemly or disturbing noises or disturb
or interfere with occupants of this or neighboring buildings or premises or those having business
with them, whether by the use of any musical instrument, radio, talking machine, unmusical
noise, whistling, singing, or in any other way. No Tenant shall throw anything out of doors,
windows, or skylights, or down the passageways.
13. Each Tenant must, upon the termination of his tenancy restore to Landlord all keys of
offices and toilet rooms, either furnished to, or otherwise procured by, such Tenant. Tenant shall
pay to Landlord the cost of any lost keys.
14. Tenant will refer all contractors, contractors' representatives and installation technicians,
rendering any service to Tenant, to Landlord for Landlord's supervision, approval, and control
before performance of any contractual service. This provision shall apply to all work performed
in the building, including installations of telephones, telegraph equipment, electrical devices and
attachments, and installations of any nature affecting floors, walls, woodwork, trim, windows,
ceilings, equipment or any other physical portion of the Building.
15. All removals, or the carrying in or out of any safes, freight, furniture or bulky matter of
any description must take place during the hours which Landlord or its agent may determine
from time to time. All such movement shall be under supervision of Landlord and in the manner
agreed between Tenant and Landlord by pre-arrangement before performance. Such pre-
arrangements initiated by Tenant will include determination by Landlord, subject to his decision
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and control, of the time, method, and routing of movement and limitations imposed by safety or
other concerns which may prohibit any article, equipment or any other item from being brought
into the building. Landlord reserves the right to prescribe the weight and position of all safes,
which must be placed upon 2-inch thick plank strips to distribute the weight. Any damage done
to the Building or to other Tenants or to other persons in bringing in or removing safes, furniture
or other bulky or heavy articles shall be paid for by Tenant.
16. Tenant agrees that all machines or machinery placed in the Premises by Tenant will be
erected and placed so as to prevent any vibration or annoyance to any other Tenants in the
Building of which the Premises are a part, and it is agreed that upon written request of Landlord,
Tenant will, within ten (10) days after the mailing of such notice, provide approved settings for
the absorbing, preventing, or decreasing of noise from any or all machines or machinery placed
in the Premises.
17. The requirements of Tenant will be attended to only upon written application at the office
of the Building. Employees of Landlord shall not receive or carry messages for or to any Tenant
or other person nor contract with nor render free or paid services to any Tenant or Tenant's
agent, employees, or invitees.
18. Canvassing, soliciting, and peddling in the Building is prohibited and each Tenant shall
cooperate to prevent the same.
19. Tenant shall have the free use of the mail chutes, if any, installed in the Building, but
Landlord does not guarantee the efficiency of the said mail chutes and shall not be responsible
for any damage or delay which may arise from use thereof.
20. Landlord will not be responsible for lost, stolen, or damaged property, equipment,
money, or jewelry from Tenant's area or public rooms regardless of whether such loss occurs
when area is locked against entry or not.
21. Landlord specifically reserves the right to refuse admittance to the Building from 7 p.m.
to 7 a.m. daily, or on Saturdays, Sundays or legal holidays, to any person or persons who cannot
furnish satisfactory identification (which may include a City of Miami Beach employee
identification card), or to any person or persons who, for any other reason in Landlord's
judgment, should be denied access to the Premises. Landlord, for the protection of Tenant and
Tenant's effects may prescribe hours and intervals during the night and on Saturdays, Sundays
and holidays, when all persons entering and departing the Building shall be required to enter
their names, the offices to which they are going or from which they are leaving, and the time of
entrance and departure in a register provided for the purpose by that Landlord, unless such
person(s)provides a City of Miami Beach employee identification card.
22. No Tenant, nor any of Tenant's Agents, shall at any time bring or keep upon the Premises
any inflammable, combustible, or explosive fluid, chemical, or substance.
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23. Landlord reserves the right to make such other and further reasonable rules and
regulations as in its judgment may from time to time be necessary for the safety, care and
cleanliness of the Premises, and for the preservation of good order therein and any such other or
further rules and regulations shall be binding upon the parties hereto with the same force and
effect as if they had been inserted herein at the time of the execution hereof.
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