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1680 Meridian Avenue Building 0/9-3073;- 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 3 i ,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 3l , 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 7800 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 tit IN WITNESS WHEREOF, Landlord and Tenant have signed this BLI Rider as of this \ day of W\(.,0\ , 2019. WITNESSES: LANDLORD: 1680 COSTA,LLC, Name: Mciffiftetv ( r v( a Delaware limited liability company IL/r \ By: 1680 ECM,LLC, � �r {/ill► > a—Del-aware limited liability company, Na. 1M.�; AW` to 1_ its Manager By: MARKET STREET REAL ESTATE PARTNERS,LLC, a Florida limited liability company, its Managing Member Y• Allen Serviansky,Manager WITNESSES: "TENANT" / I1 CITY OF MIAMI BEACH,FLORIDA Name: Rita('.k D. Cao ,f, By: Dan Gelber,Mayor ' iS - — -.it ATTEST: ,....../(1 S73 14 9( Riifliel 11„ (",ranado,City Clerk 't. 1,1k'414.114 %-.....• a.,,, 0 '�-- MORD ORATED. APPROVED AS TO Ar FORM & ,� d � ''..6\ ,: j4Js LANGUAGE • ••• . p C�'�.►—� r.,, & F* E ECUTION 26 vi City Attorney laDate /i, 1 1680 MERIDIAN AVENUE BUILDING LEASE THIS LEASE ("Lease") is made as of the 3 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) 1 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 2 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 inthe 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. 5 (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 not 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 promptly 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 the 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 maintained and ventilated. If moisture is allowed to accumulate in the Premises, it can cause mildew 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. Intentionally Deleted. 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 necessary 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 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. If a complete interruption and outage of electrical or water services,that is not caused by force majeure or any other act or matter outside the control of Landlord, continues for a continuous period of time exceeding 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 service 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 and 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) ceiling 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 responsibility to promptly repair and maintain the Building, its components and common areas, the Premises 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 releases 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 written 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 improvements by Tenant, such consent will be conditioned upon Tenant conducting all 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 matters 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 Tenant shall use its best, continuous efforts to secure issuance of such building permit(s) as soon as possible after submission for the same. Further, notwithstanding anything contained in the body of, or any exhibit attached 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 additionalpayment 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. Upon expiration or termination of this Lease, all 17 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. 18 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. 19 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 20 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 21 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. 23 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: 26 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 27 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 28 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. 29 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 30 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. 31 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 tomeet 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. 33 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. 35 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 valid and 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, interne, 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, `fl a Delaware limited liability company Name: M'Wl1v eN e( By: 1680 ECM,LLC, a Delaware limited liability company, titz- c\--z \-----',, 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 , ,,AM.______ Name: 1 (Pe-Ar- k n., ar r".. .- By -�--- - D.�Gelber,Mayor '-1:---. "/ L ` s 4110 Date: 5/5 y2011 TTE 4."'�\ kl ..• 4 kiI% SSTs 4 3 t !,:„1,0 14, armada,City Clerk � ' INCORP ORATED- . ,\ ��'tts APPROVED AS TO v . FORM & LANGUAGE rCUTIONHc 39 City Attorney ✓ Date EXHIBIT "A" PREMISES SPACE PLAN THE MERIDIAN CENTER SurrE 203 1680.Meridan Avenue 2,583 RSF Miami Beacfi,FL 33139 mmi • -1 >Std 203 A-1 • • • PREMISES SPACE PLAN (continued) TIE MERtni CENTER SURE 602 . • 1680 Meaidan Avenue 2,231 RSF Miami Beach,:FL 33139 - • • • { € jE JL • •fl I- 1 c›.40 •W • • • • • • r . , T . : • . • • .,• • • • . >SURE 602 B-1 EXHIBIT"B" HVAC OVERTIME SCHEDULE -- - _ I_..._ -- ._. _ J. �_. _. I ._-...-.... QPl+I� NM YAM PAM PAM �6AM BAM I YAM BPM SAM 10P1A num i lAA 8M PPM WM 7-BPM BPM I PPMI 8PM BPM i PPM ISM Monday o. 's - . Tasdav '�a..:,x...aw..:.......:.......(c..,:: .,....,.......,..::CG _. wednesdaY Thwaslav Friday � ux7iiuni111111111111 ...�IoE.. iµ w iiIII1111111111111111111.1.1111111111111.IIw - uiici IIIIAI iimH ii iii11111 .mow' 11111 Nun- Extended -- -- - --_ 1 Code Business 90101¢29 9¢916¢11 __�-----_--'"— 1— _-- -- '.--_- — -'_"— --- ._ Hoo N urB NSA.i ' 613 I .. - - ES 11 61 86 169a . i- 1 I f . . 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) furniture 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 manner 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 besubject 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,freight elevators, 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&REGULATIONS ALL CONTRACTORS The Contractor shall be responsible to meet these performance requirements throughout the course of the Work. Exceptions shall only 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. C-8 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 C-9 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. C-10 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. D-1 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 D-2 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. D-3 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 D-4