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RESOLUTION 93-20827 . • RESOLUTION NO. 93-20827 A RESOLUTION OF THE MAYOR AND THE CITY COMMISSION OF THE CITY OF MIAMI BEACH AUTHORIZING THE MAYOR AND THE CITY CLERK TO EXECUTE A LEASE AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND TELESYS COMMUNICATIONS CORP. , A FLORIDA CORPORATION, FOR THE USE OF OFFICE SPACE ON THE FIFTH FLOOR OF HISTORIC CITY HALL, LOCATED AT 1130 WASHINGTON AVENUE, MIAMI BEACH, FLORIDA. WHEREAS, pursuant to Request for Proposal No. 82-92/97 , TeleSys Communications Corp. , a Florida corporation, desires to lease certain premises and facilities of the City located on the fifth floor of Historic City Hall, located at 1130 Washington Avenue, and to be used as an office; and WHEREAS, an appropriate Lease Agreement has been negotiated between the parties and has been recommended by the City Manager and approved as to legal form by the City Attorney, attached hereto as Exhibit "A" . NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and the City Clerk are hereby authorized to execute the Lease Agreement attached hereto between the City of Miami Beach and TeleSys Communications Corp. , a Florida corporation, for office space on the fifth floor of Historic City Hall located at 1130 Washington Avenue, Miami Beach, Florida. // PASSED and ADOPTED this 30th day of June , 1993 . ec MAYO" ATTEST: 1-6/(Noj %y.04‘,"-- EU R M APPROVED CITY CLERK LE A RT. By t RJA/ks Date -1_71_1„6:1_.- 13 tt 43 (a:miscatty\rja\telesys.res) CITY OF MIAMI BEACH 1!!!]:::1 CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH FLORIDA 33139 OFFICE OF THE CITY MANAGER TELEPHONE: (305) 673-7010 FAX: (305) 673-7782 COMMISSION MEMORANDUM NO.aaszla3 TO: Mayor Seymour Gelber and DATE: JUNE 30 , 1993 Members of the City Commission FROM: Roger M. Carat City Manager APPROVAL OF LEASE AGREEMENTS BETWEEN THE CITY OF MIAMI BEACH AND SUBJECT: TENANTS FOR THE USE OF OFFICE SPACE ON THE FIRST FLOOR (SOUTH • FOURTH FLOOR AND FIFTH FLOOR OF HISTORIC CITY HALL, LOCATED AT 1130 WASHINGTON AVENUE, MIAMI BEACH, FLORIDA ADMINISTRATION RECOMMENDATION: It is recommended that the City Commission approve a Resolution authorizing the proposed Lease Agreements between the City of Miami Beach and IRAMCO Inc, for the first floor (south) , Night Vision Inc. , for the fourth floor and TeleSys Communications Corp. , for the fifth floor, for the use as office space in Historic City Hall, located at 1130 Washington Avenue, Miami Beach, Florida BACKGROUND: At the Commission Meeting of June 16, 1993, the Commission voted to accept p the bids of IRAMCO Inc, for the first floor (south) , Night Vision Inc. , for the fourth floor and TeleSys Communications Corp. , for the fifth floor, for the use of office space in Historic City Hall, located at 1130 Washington Avenue, Miami Beach, Florida, and rejected all other bids with the exception of the University of Florida which will be addressed at a future Commission Meeting. (Commission Memorandum No. 319-93, Agenda Item R-8-C) The Agreements were reviewed by the Legal Department prior to the bid solicitation process. The Agreements were a part of the Request for Proposal as Attachment A "Sample Lease Agreement" COMMON AREA MAINTENANCE (CAM) In addition to the rates proposed for the use of the space, the successful bidder(s) shall be required to pay their proportionate share of the Common Area Maintenance (CAM) expenses. The current CAM for Historic City Hall is $28, 800.00 per year. The cost per square foot for common area maintenance for the operating year 1993 to 1994 is currently estimated at $1.34 per square foot. ANALYSIS: See Attachment "A" • CONCLUSION: Since the City Commission clarified that the space in Historic City Hall should be leased in order to maximize revenues to the City, the City Commission should endorse a Resolution approving the proposed Lease Agreements with IRAMCO Inc, for the first floor (south) , Night Vision Inc. , for the fourth floor and TeleSys Communications Corp. , for the fifth floor, for the use of office space in Historic City Hall, located at 1130 Washington Avenue, Miami Beach, Florida. RMC:EC:JMF:as Attachments AGENDA ITEM DATE tO (:)-3 ATTACHMENT "A" TENANTS (Five Year Terms) • IRAMCO, INC. NIGHT VISION INC. TELESYS COMMUNICATIONS CORP. FLOOR: First Fourth Fifth SQ. FT: 2,449 1,585 1,585 RATE: $ 12.00 $ 12.00 $ 13.00 MONTHLY PYMT: $ 2,449.00 $ 1,585.00 $ 1,717.08 MONTHLY CAM: $ 273.47 $ 177.00 $ 177.00 SALES TAX: (6.5%) $ 176.96 $ 114.53 $ 123. 12 TOTAL MONTHLY: $ 2,899.43 $ 1,876.53 $ 2,017.20 ANNUAL PYMT: $34,793.16 $22,518.36 $24,206.40 • {' w LEASE AGREEMENT THIS LEASE AGREEMENT, made this JOTdayofJvil/ 1993 and between � by the City of Miami Beach, a Florida Municipal Corporation, (hereinafter referred to as "Lessor"), and TeleSys Communications Corp., a Florida Corporation, (hereinafter referred to as "Lessee"). WITNESSETH: 1. Demised Premises. Lessor, in consideration of the rentals hereinafter reserved to be paid and of the covenants, conditions and agreements to be kept and performed by the Lessee, hereby leases, lets and demises to the Lessee, and Lessee hereby leases and hires from the Lessor those certain premises hereinafter referred to as the "Demised Premises", located in the City of Miami Beach, Historic City Hall, at 1130 Washington Avenue, Miami Beach, Florida 33139 and more fully described as follows: A. One thousand five hundred eighty-five square feet (1,585 Sq. Ft.) on the fifth floor (total leasable space). Such space on the fifth floor is specified as Exhibit "A" which is hereby made a part of this Lease Agreement. Such space leased to Lessee by Lessor shall be unfinished space and Lessor shall furnish electrical service, air conditioning services to the Demised Premises and two (2) parking permits for the Lessee's use in the adjacent parking garage, for each floor leased in Historic City Hall after the Lessee completes its leasehold improvements and provides to Lessor a copy of the Certificate of Occupancy. The floor area designated herein is accepted and agreed to by the parties hereto for all purposes notwithstanding any actual variation which may be revealed by subsequent measurement or which may result in completion of the Demised Premises for occupancy. The Lessor shall not be obligated or required to make any repairs, alterations, improvements or additions or to do any other work in or upon the Demised Premises for Lessee's occupancy unless the same is specifically set forth herein. 2. Term. The Lessee shall be entitled to have and to hold the Demised Premises for a term of five (5) years, commencing on the IS I day of �EPT, 1993 ("Commencement Date"): and ending at Midnight on the I) ST day of /vl-o 7 , 1998. The Lease term shall be for the period specified herein unless sooner terminated or extended as provided herein. If the Lessor is unable to deliver possession of the Demised Premises on the "commencement date" provided herein, either by reason of the holding over of any prior tenant or for any other reasons, an abatement or diminution of the rent shall be allowed Lessee under such circumstances until possession is delivered to Lessee, but nothing herein shall operate to extend the initial term of this Lease beyond the agreed expiration date, and such abatement of rent shall be the full extent of Lessor's liability to Lessee for any loss or damage to Lessee on account of any delay in obtaining possession of the Demised Premises. If Lessee, with Lessor's prior written consent, shall occupy the Demised Premises before commencement of the term herein, all provisions of this Lease shall be in full force and effect commencing upon the occupancy, and rent for such period shall be paid by Lessee at the same rate herein specified for the term. 3. Minimum Base Rent. 3.1 Rent shall begin to accrue on the date of issuance of a Certificate of Occupancy or SEPI' / , 1993, whichever occurs first, and will be due and payable in advance on the first day of the month. Rental shall be as follows: Thirteen ($13.00) Dollars per square foot for space leased per year, payable in monthly installments. Such rental payments to include electrical service, air conditioning services to the Demised Premises and two (2)parking permits for the Lessee's use in the adjacent parking garage. 3.2 Rental for the Demised Premises of 1585 square feet on the fifth floor shall total Twenty thousand six hundred five ($20,605.00) dollars per year,payable in monthly installments of One thousand seven hundred seventeen and 08/100 ($1,717.08), dollars. 3.3 Lessee agrees to pay to Lessor as "Minimum Rent," without notice or demand, the monthly sum set forth herein (as the same may be increased pursuant to Section 3.5 below), in advance, on or before the first day of each and every successive calendar month during the term hereof. Rent shall commence on the date specified in Section 3.1, above. Rent for any period which is for less than one (1) month shall be a prorated portion of the monthly installment herein based upon a thirty (30) day month. All rent shall be paid to Lessor, without deduction or offset, in lawful money of the United States of America and at such place as Lessor may from time to time designate in writing. 3.4 Lessee shall be required to pay Lessor interest at the highest rate permitted by law on any rents or other payments due Lessor hereunder that remain unpaid after its due date; and, to the extent any payment of rent or other charge remains unpaid for a period of ten (10) days after its due date, in addition to any other remedies, Lessee shall pay to Lessor a late charge of fifty ($50) dollars to cover Lessor's additional administrative expenses. 3.5 The Minimum Rent set forth in 3.2 herein shall be increased if the Consumer Price Index, (C.P.I.) - U.S. City Average - Urban Consumers Index, as published by the United States Department of Labor's Bureau of Labor Statistics, increases over the Base Period Index. The Base Period Index shall be the Index for the calendar month or months prior to the commencement date of rent in Section 3.1 above. The Base Period Index shall be compared with the Index for the same calendar month for each subsequent year (comparison month). If the Index for any comparison month is higher than the Base Period Index, then the Minimum Rent for the next year shall be increased by the identical percentage commencing with the next rental commencement month. In no event shall the Minimum Rent be reduced to an amount less than the prior month's Minimum Rent. The increase for any Lease Year shall be limited to five percent (5%). *[By way of illustration only, if the commencement date of rent were to be in June of 1993, then the Base Period Index would be February 1993 (assume 176.3) and that Index shall be compared to the Index for February 1994 (assume 185.8), and because the Index for February 1994 is 5.39% higher, the minimum rent commencing June, 1994 would be 5% higher; likewise the Index for February 1995 shall be compared with the Index for February 1993]. Should the Bureau discontinue the publication of the above Index, or publish same less frequently, or alter same in some other manner, than Lessor shall adopt a substitute Index or substitute procedure which reasonably reflects and monitors consumer prices. 4. Additional Rent. 4.1 In addition to the Minimum Base Rent of thirteen dollars per square foot for space leased per year in the monthly installment rent as provided above, Lessee shall also pay to Lessor Additional Rent in the amount of $1.34 dollars per square foot for space leased per year, or $177.00 per month, as Lessee's proportionate share of "Operating Expenses," as hereinafter defined, and not to include those items already included within the Minimum Base Rental amount of $13.00 per square foot. "Operating Expenses" shall mean the total cost and expenses incurred in operating, repairing, maintaining and replacing the Common Facilities (hereinafter defined) actually used or available for use by the Lessee and its employees, agents, servants, customers and invitees, excluding only the items included within the Minimum Base Rental amount, but specifically including, without limitation, the cost for janitorial service, elevator repair and maintenance, temperature control and fire alarm repair and maintenance. "Common Facilities" shall mean all areas, space, equipment and special services provided by the Lessor for the common or joint use and benefit of the occupants of Old City Hall, their employees, agents, servants, customers and other invitees. 4.2 Upon the Commencement Date of the Lease, Lessor shall submit to Lessee a statement of the anticipated monthly Additional Rent for the period between such commencement and the following `7bp EAmonth and Lessee shall pay same on a monthly basis on the first day of each month during the term period. Lessee shall continue to make said monthly payments until notified by Lessor of a change thereof. By 7C TODER. (month) 1st of each year Lessor shall endeavor to give Lessee a statement showing the total Operating Expenses for Old City Hall for the prior calendar year and Lessee's Proportionate Share thereof, prorated from the Commencement Date. In the event the total of the monthly payments which Lessee has made for the prior calendar year shall be less than the Lessee's actual Additional Rent due, then Lessee shall pay the difference in a lump sum within ten (10) days after receipt of such statement from Lessor and shall concurrently pay the difference in monthly payments made in the then calendar year and the amount of monthly payments which are then calculated as monthly Additional Rent based on the prior year's experience. Any over-payment by Lessee shall be credited toward the monthly Additional Rent next coming due. The anticipated monthly Additional Rent billed to Lessee may be changed from time to time by Lessor based upon the prior year's actual statements or Lessor's anticipated costs. Even though the term has expired and Lessee has vacated the Demised Premises, when the final determination is made of Lessee's share of said Additional Rent for the year in which this Lease terminates, Lessee shall immediately pay any increase due over the estimated Additional Rent previously paid and,conversely, any overpayment made shall be immediately rebated by Lessor to Lessee. Failure of Lessor to submit statements as called for herein shall not be deemed to be a waiver of Lessee's requirement to pay sums as herein provided. 5. Sales Tax. Along with each installment of Minimum and Additional Rent provided herein, the Lessee shall also pay to the Lessor the sales or privilege tax, now or hereafter prescribed by State, Federal or local law, and now described by Florida Statute 212.031, presently at the rate of six and one half (6.5%) percent of the real payments. 6. Option to Extend or Renew. At the expiration of the original term hereof, provided the Lessee is current,in good standing, and free from default hereunder, the Lessee is hereby given the option to renew and extend this lease for one (1) additional term of five years to commence at 12:01 a.m. on the day following the last day of the lease term then in effect and to expire at Midnight on the last day of the fifth year thereafter. Lessee shall notify the Lessor of its plan to exercise its option for renewal at least one year prior to the expiration of the initial five year term. Subject to the criteria of City of Miami Beach Ordinance No. 92-2783, at the sole discretion of the City Commission, the Lease may also be extended for one (1) additional subsequent five (5) year renewal term, provided the Lessee shall request the extension from lessor by writing the City Manager at least one (1) year prior to the expiration of the first renewal term, and that the Lease is in good standing. The Rent for the option terms shall be the same as the Rent for the original term, but subject to adjustment for cost of living, as follows: A. Minimum rent for the option terms shall be adjusted annually in proportion to changes in the Consumer Price Index (C.P.I.) - U.S. City Average - All Urban Consumers Index as published by the United States Department of Labor Bureau of Labor Statistics. Such adjustment shall be calculated in the same manner as adjustments for Minimum Rent during the first lease term herein, and as specifically set forth in Subsection 3.5. The percentage increase shall be applied to the Rent due to the Lessor for the first year of the option term. 7. Security Deposit. 7.1 Concurrently with the execution of this Lease, the Lessee has deposited with the Lessor the sum of thirty four hundred thirty-four dollars and 16 cents ($3,434.16) for the full and faithful performance by the Lessee of each and every term, covenant and condition of this Lease. In the event that Lessee defaults in respect of any of the terms, provisions, covenants and conditions of this Lease, including but not limited to, the payment of any rentals, the Lessor may use, apply or retain the whole or any part of the Security so deposited for the payment of such rentals in default or any other sum which the Lessor may expend or be required to expend by reason of the Lessee's default, including any damages or deficiency in the reletting of the Demised Premises, whether such damages or deficiency may accrue or after summary proceedings or other re-entry by Lessor. If any portion of said deposit is so used or applied Lessee shall, within five (5) days after written demand therefore, deposit cash with Lessor in an amount sufficient to restore the security deposit to its original amount and Lessee's failure to do so shall be a default under this Lease. 7.2 In the event that the Lessee shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the Security or any balance thereof shall be returned to the Lessee upon the expiration of the Lease and peaceful surrender of the Demised Premises. 7.3 Lessor shall not be required to keep the Security in a segregated account and the Security may be commingled with other funds of Lessor and in no event shall the Lessee be entitled to any interest on the Security. 7.4 In the event of a bona fide sale, subject to this Lease, the Lessor shall have the right to transfer the Security to the vendee for the benefit of the Lessee and the Lessor shall be considered by the Lessee free from all liability for the return of such Security, and the Lessee agrees to look to the new landlord or new Lessor solely for the return of the Security, if such Security is actually transferred, and it is agreed that this shall apply to every transfer or assignment made of the Security to any new landlord. • 7.5 The Security Deposit under this Lease shall not be assigned or encumbered by the Lessee without written consent of the Lessor. It is expressly understood that the issuance of a warrant and the re-entry to the Demised Premises by the Lessor for any default on the part of the Lessee, prior to the expiration of the term of this Lease, shall not be deemed such termination of this Lease as to entitle the Lessee to recovery of the Security and the Deposit shall be retained and remain the possession of the Lessor until the Lessee completes its leasehold improvements and provides the Lessor with a copy of the Certificate of Occupancy. 8. Use and Possession of Demised Premises. 8.1 The Demised Premises shall be used by the Lessee as office space and any and all activities related to the foregoing. Said premises shall be open for operation a minimum of five days a week, with normal hours of operation being from 9:00 A.M. to 6:00 P.M. These days and hours of operation shall not be otherwise extended or shortened without the prior written approval of the City Manager, which approval shall not be unreasonably withheld. Lessor acknowledges that Lessee frequently works at night and during weekends. Nothing herein contained shall be construed to authorize hours contrary to the laws governing such operations. 8.2 Lessee shall not do or permit anything to be done in or about the Demised Premises nor keep anything therein which is not within the permitted use of the Demised Premises which will in any way increase the existing rate of or affect any fire or other insurance upon Old City Hall or any of its contents, or cause a cancellation of any insurance policy covering Old City Hall or any part thereof or any of its contents. Lessee shall not do or permit anything to be done in or about the Demised Premises which will in any way obstruct or interfere with the right of other tenants or occupants of Old City Hall or injure or annoy them, or use or allow the Demised Premises to be used for any improper, immoral, unlawful or objectionable purposes; nor shall Lessee cause, maintain or permit any nuisance in, on or about the Demised Premises. Lessee shall not commit or allow to be committed any waste in or upon the Demised Premises. Lessee shall immediately pay to Lessor upon demand as Additional Rent the cost of any increase in Lessor's insurance as a result of any use made by Lessee of the Demised Premises. In the event that the Lessee uses the Premises for any purposes not expressly permitted herein, then the Lessor may terminate the Lease, subject to the curative period set forth in Paragraphs 19.1.5 and 19.1.6 below, or without notice to Lessee, restrain such improper use by injunction or other legal action. 9. Improvements. 9.1 Lessee shall, at its own cost and expense, construct or cause to be constructed, all improvements to the property reasonably necessary for it to carry on its permitted use as set forth above. The plans for such improvements shall be submitted to the Lessor for the Lessor's consent,which will not be unreasonably withheld or delayed. All permanent (fixed) improvements to the Demised Premises shall remain the property of the Lessor upon termination of the Lease. Upon the lawful termination of the Lease, all personal property and trade fixtures may be removed by the Lessee from the premises without damage to the premises. The failure of Lessee to complete the improvements and be granted a Certificate of Occupancy within a reasonable time from the date of execution of this Lease shall be deemed a default by Lessee. Lessee will permit no liens to attach to the Demised Premises arising from, connected with or related to the construction of the improvements. Moreover, such construction shall be accomplished through the use of licensed, reputable contractors who are acceptable to Lessor. Any and all permits and or licenses required for the installation of improvements shall be the sole responsibility of Lessee. Upon the expiration or sooner termination of the term hereof, Lessee shall upon written demand by Lessor, at Lessee's sole cost and expense, forthwith and with all due diligence, remove any alterations, additions or improvements made by Lessee, designated by Lessor to be removed, and Lessee shall, forthwith, with all due diligence, at its sole cost and expense, repair any damage to the premises caused by such removal. Lessor or others designated by Lessor may from time to time undertake such alterations or additions to Old City Hall or any lands apart thereof or added thereto, including, without limitation, adding additional stories thereto or constructing additional buildings or improvements thereon and make alterations thereto. No easement for light or air are included in or are pertinent to the Demised Premises or Lessee's rights pursuant to this Lease Agreement. 9.2 The above requirements for submission of plans and the use of specific contractors shall not apply to maintenance or repairs which do not exceed $1,000.00 provided that the work is not structural. 10 Lessor's Right of Entry. 10.1 The Lessor, or its authorized agent or agents, shall have the right to enter upon the Demised Premises at all reasonable times for the purpose of inspecting the same, preventing waste, making such repairs as the Lessor may consider necessary and for the purpose of preventing fire, theft or vandalism. Nothing herein shall imply any duty on the part of the Lessor to do any work which under any provisions of this Lease the Lessee may be required to perform, and the performance thereof by the Lessor shall not constitute a waiver of the Lessee's default. Lessee hereby waives any claim for damages or for any injury or inconvenience to or interference with Lessee's business, any loss of occupancy or quite enjoyment of the Demised Premises, and any other loss occasioned thereby. 10.2 If the Lessee shall not be personally present to open and permit entry into the leased space at any time, for any reason, any entry thereon shall be necessary or permissible, the Lessor, or its agents, may enter the Demised Premises by master key, or may forcibly enter the leased space without rendering the Lessor or such agents liable therefor (if during such entry the Lessor or its agent or agents shall accord reasonable care to the Lessee's property), and without in any manner affecting the obligations and covenants of this Lease. 10.3 Lessee shall not change the locks to the Demised Premises without the prior written consent of Lessor and in the event such consent is given Lessee shall furnish Lessor duplicate keys to said locks in advance of their installation. 11. Lessee's Insurance. 11.1 The Lessee shall, at its own expense, comply with all insurance requirements of the Lessor. It is agreed by the parties that the Lessee shall not occupy the premises until proof of the following insurance coverages have been furnished to and approved by the City's Risk Manager: 1.) Comprehensive General Liability in the minimum amount of$500,000 per occurrence for bodily injury and property damage. contractual liability coverage is to be included. The city of Miami Beach must be named as an additional insured on this policy. 2.) Workers' compensation and employers' liability coverage per Florida statutes. 3.) All-Risks property and casualty insurance, written at replacement cost value and with replacement cost endorsement, covering all of Lessee's personal property in the Demised Premises (including, without limitation,inventory,trade fixtures, floor coverings,furniture and other property removable by Lessee under the provisions of the Lease) and all leasehold improvements installed in the Demised Premises by or on behalf of Lessee. The requirement to obtain such property and casualty insurance coverage shall be subject to the availability of same for real property located in the City of Miami Beach, following Hurricane Andrew. 11.2 Proof of these coverages must be provided by submitting original certificates of insurance. All polices must provide thirty (30) days written notice of cancellation to the City's Risk manager at 1700 Convention Center Drive, Miami Beach, Florida, 33139. The insurance companies providing the above coverages are subject to the approval of the City's risk manager. The city's risk manager shall have the right to reasonably increase the amounts and type of insurance coverage required. 11.3 The cost of insurance required to be carried by Lessee in this section shall be deemed to be additional rent hereunder. 12. Taxes and Assessments. 12.1 For the purposes of this paragraph and other provisions of this Lease: 12.1.1 The term "Taxes" shall mean (i) the real estate taxes and assessments and special assessments, of any kind which may be imposed upon the tax lot on which the building is constructed (the "Land") and (ii) any expenses incurred by Lessor in obtaining a reduction of any such taxes or assessments. 12.1.2 The term "Tax Year" shall mean the period of 12 calendar months beginning January first. 12.1.3 The term "Tenant's Proportionate Share" shall mean the ratio that the square footage of the Premises bears to the square footage of the entire building. 12.2 Lessee shall pay for such Tax Year an amount ("Tax Payment") equal to Lessee's Proportionate Share of the Taxes, if any, for such Tax Year. if a Tax year ends after the expiration or termination of the term of this Lease, the Tax Payments therefore shall be prorated to correspond to that portion of such Tax Year occurring within the term of this Lease. The Tax Payment shall be payable by Lessee within ten (10) days after the receipt of a demand from the Lessor therefore, which demand shall be accompanied by a copy of the tax bill(s) or other evidence of such taxes issued by the taxing authorities, together with Lessor's computation of the Tax Payment. 13. Assignment and Subletting. 13.1 Lessee shall not have the right to assign or sublet the premises, in whole or in part, without the written consent of Lessor. Such written consent is not a matter of right and Lessor is not obligated to give such consent. If granted as provided herein, the making of any assignment or sublease will not release Lessee from any of its obligations under this Lease. A sale or transfer of a majority interest of the stock of a corporate Lessee shall be deemed an assignment, and such sale or transfer shall not be made without the prior consent of Lessor. Lessee is prohibited from assigning or subletting this Lease to any person or entity which is not of the same or higher financial responsibility as Lessee. 13.2 Any consent by the Lessor to any act of assignment shall apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the duty of the Lessee or the legal representatives or assigns of the Lessee, to obtain from the Lessor consent to any other or subsequent assignment, or as modifying or limiting the rights of the Lessor under the foregoing covenants of the Lessee not to assign without such consent. 13.3 Any violation of the provisions of this Lease, whether by act or omissions, by assignee, sub-tenant, or under-tenant or occupant, shall be deemed a violation of such provision by the Lessee, it being the intention and meaning of the parties hereto, that the Lessee shall assume and be liable to the Lessor for any and all acts and omissions of any and all assignees, sub-tenants, or under-tenants or occupants. If the Lease be assigned, the Lessor may and is hereby empowered to collect rent from the assignee; if the Demised Premises or any part thereof be underlet or occupied by any person, other than the Lessee, the Lessor, in the event of the Lessee's default, may, and is hereby empowered to, collect rent from the under-tenant or occupants; in either of such events, the Lessor may apply the net amount received by it for rent herein reserved, and no such collection shall be deemed a waiver of the covenant herein against assignment or the acceptance of the assignee, under- tenant or occupant as tenant, or a release of the Lessee from the further performance of the covenants herein contained on the part of the Lessee. 14. Maintenance and Repair. 14.1 The taking of possession of the Demised Premises by Lessee shall be conclusive evidence against Lessee that the Demised Premises were in good and satisfactory condition when possession was taken. Lessee shall maintain the Demised Premises and the fixtures and appurtenances therein, and at its sole cost and expense shall make all repairs thereto as and when needed to preserve them in good working order and condition. Lessor shall be responsible for the maintenance of the roof, the exterior of the building, the structural electrical and plumbing (other than plumbing surrounding kitchen sink), the common areas and the chilled water supply system. • 14.2 All damage or injury of any kind to the Demised Premises and to its fixtures, glass, appurtenances, and equipment or to the buildings fixtures, glass, appurtenances and equipment, except damage caused by the wrongful acts or negligence of the Lessor, shall be the obligation of Lessee, and shall be repaired, restored or replaced promptly by Lessee at its sole cost and expense to the satisfaction of Lessor. There shall be no abatement of rent and no liability of Lessor by reason of any injury to or interference with Lessee's business arising from the making of any repairs, alterations or improvements in or to any portion of Old City Hall or in or to fixtures, appurtenances and equipment therein. Lessee waives the right to make repairs at Lessor's expense under any law, statute or ordinance now or hereafter in effect. Lessee shall permit Lessor to install, use, repair, replace and maintain pipes, ducts and conduits under the Demised Premises as may be desirable to service the other portions of Old City Hall, provided that the installation work is performed at such times and by such methods as will not unreasonably interfere with Lessee's use and occupancy of the Demised Premises. 14.3 All of the aforesaid repairs, restorations and replacements shall be in quality and class equal to the original work or installations and shall be done in good and workmanlike manner. 14.4 If Lessee fails, refuses or neglects to make such repairs or restorations or replacements, as required hereunder, to the reasonable satisfaction of Lessor within thirty (30) days after written demand (or shorter period in the event of an emergency), the same may be made by Lessor without liability to Lessee for any loss or damage that may occur to Lessee's merchandise, fixtures, or other property of or to the Lessee's business by reason thereof, and upon completion thereof, the Lessee shall may the Lessor's cost for making such repairs plus twenty-five(25%) percent for overhead,within ten (10) days after presentation of a bill or statement therefore, payable as additional rent. In all other respects, the property is being leased in its present "as is" condition, subject to Lessor's obligations under the RFP. 14.5 It shall be Lessee's obligation to insure that any renovations and/or improvements made by Lessee to the premises comply with all applicable building codes and life safety codes of governmental authorities having jurisdiction, except as to the roof and exterior. Lessor reserves the right, without any liability to Lessee, and without being in breach of any covenant of this Lease Agreement to stop, interrupt or suspend services of any of the electric, elevator, water, sewer or other services provided by Lessor to the Demised Premises, or the rendition of any of the other services required of Lessor under this Lease Agreement, whenever and for so long as may be necessary by reason of accidents, emergencies, strikes or the making of repairs or changes which Lessor is required by this Lease Agreement or by law to make or in good faith deems advisable or by reason of difficulty in securing proper supplies of fuel, water, electricity, labor or supplies or by reason of any other cause beyond the Lessor's control, including governmental restrictions on the use of materials or the use of any of services provided by Lessor. In each instance, Lessor shall exercise reasonable diligence to eliminate the cause of stoppage and to effect restoration of service. Lessee shall not be entitled to any diminution or abatement or other compensation nor shall this Lease or other compensation nor shall this Lease Agreement or any of the obligations of the Lessee be effected or reduced by reason of the interruption, stoppage or suspension of any of items or services provided herein by Lessor. • 15. Governmental Regulations. The Lessee covenants and agrees to fulfill and comply with all statutes, ordinances, rules, orders, regulations, and requirements of any and all governmental bodies, including but not limited to Federal, State and City governments, and any and all of their departments and bureaus applicable to the premises and shall also comply with and fulfill all rules, orders, and regulations for the prevention of fire, all at Lessee's own cost and expense. The Lessee shall pay all cost, expenses, claims, fines, penalties, and damages that may be imposed because of the failure of the Lessee to comply with this paragraph, and shall indemnify the Lessor from all liability arising from each non-compliance. 16. Liens. Lessee will not permit any mechanics, laborers, or materialman's liens to stand against the leased premises or improvements for any labor or materials to Lessee or claimed to have been furnished to Lessee's agents, contractors, or sub-lessees, in connection with work of any character performed or claimed to have performed on said premises, or improvements by or at the direction or sufferance of the Lessee. Lessee further agrees that Lessee will promptly pay and satisfy all liens of contractors,subcontractors,mechanics,laborers,materialmen,and other items of like character, and will indemnify Lessor against all expenses, costs and charges, including bond premiums, for release of liens and attorney's fees and cost reasonably incurred in and about the defense of any suite in discharging the Demise Premises, Old City Hall or any part thereof. Provided however, Lessee shall have the right to contest the validity or amount of any such lien or claimed lien. In the event of such contest, Lessee shall give the Lessor reasonable security as may be demanded by lessor to insure payment thereof and prevent sale, foreclosure, or forfeiture of the premises or improvements by reason of such non-payment. Such security need not exceed one and one half (1-1/2) times the amount of such lien or such claim of lien. Such security shall be posted by Lessee within ten (10) days of written notice from Lessor, or Lessee may "bond off' the lien according to statutory procedures. Lessee will immediately pay any judgement rendered with all proper cost and charges and shall have such lien released or judgement satisfied at Lessee's own expense. The Lessee herein shall not have any authority to create any liens for labor or material on the Lessor's interest in the Demised Premises and all persons contracting with the Lessee for the construction or removal of any facilities or other improvements on or about the Demised Premises, and all materialmen, contractors, mechanics, and laborers are hereby charged with notice that they must look only to the Lessee and to the Lessee's interest in the Demised Premises to secure the payment of any bill for work done or material furnished at the request or instruction of Lessee. Lessor may, at Lessor's option, record a notice of this provision in the public records of Dade County, Florida. 17. Enforcement. Lessee agrees to pay the rent herein reserved at the time and in the manner aforesaid, and should said rent herein provided, at any time remain due and unpaid for a period of fifteen (15) days after the same shall become due, the Lessor may exercise any or all options available to it hereunder, which options may be exercised concurrently or separately or the Lessor may pursue any other remedies enforced by law. • 18. Condemnation. 18.1 If at any time during the term of this Lease and any renewal period hereunder, all or any part or portion of the building in which the Demised Premises are located, sufficient in size, to cause the Demised Premises to be untenantable, is taken, appropriated, or condemned by reason of Eminent Domain proceedings, then this Lease shall be terminated as of the date of such taking, and shall thereafter be completely null and void, and neither of the parties hereto shall thereafter have any rights against the other by reason of this Lease or anything contained therein, except that any rent prepaid beyond the date of such taking shall be prorated to such date, and the Lessee shall pay any and all rents, additional rents, utility charges, or other costs including excess taxes for which it is liable under the terms of this Lease, up to the date of such taking. 18.2 Except as hereunder provided, Lessee shall not be entitled to participate in the proceeds of any award made to the Lessor in any such Eminent Domain proceeding, excepting, however, the Lessee shall have the right to claim and recover from the condemning authority, but not from the Lessor, such compensation as may be separately awarded or recoverable by Lessee in Lessee's own right on account of any and all damage to Lessee's business by reason of the condemnation and for or on account of any cost or loss which Lessee might incur in removing Lessee's furniture and fixtures. 19. Default. 19.1 At the Lessor's option, any of the following shall constitute an Event of Default under this Lease: 19.1.1 The failure by Lessee to take possession of the Demised Premises and open for business fully fixtured, stalked and staffed within 30 days after the commencement date; 19.1.2 The rent or any installment thereof is not paid promptly when and where due within fifteen (15) days of due date and if Lessee shall not cure such failure within five (5) days after receipt of written notice from Lessor specifying such default; 19.1.3 Any other payment provided for under this Lease is not paid promptly when and where due; 19.1.4 The Demised Premises shall be deserted, abandoned, or vacated, or there shall have been a ceasing of continued operation therein; 19.1.5 The Lessee shall fail to comply with any material term, provision, condition or covenant contained herein other than the payment of rent and shall not cure such failure within thirty (30) days after the receipt of written notice from Lessor specifying any such default; or such longer period of time acceptable to Lessor; 19.1.6 Receipt of notice of violation from any governmental authority having jurisdiction dealing with a code, regulation, ordinance or the like, which remains uncured for a period of thirty (30) days from its issuance, or such longer period of time acceptable to Lessor. 19.1.7 Any petition is filed by or against Lessee under any section or chapter of the Bankruptcy Act, as amended, which remains pending for more than sixty (60) days, or any other proceedings now or hereafter authorized by the laws of the United States or of any state for the purpose of discharging or extending the time for payment of debts; 19.1.8 Lessee shall become insolvent or make transfer in fraud of creditors; 19.1.9 Lessee becomes mentally incompetent; 19.1.10 Lessee shall make an assignment for benefit of creditors; 19.1.11 A receiver is appointed for Lessee by any court and shall not be dissolved within thirty (30) days thereafter; or 19.1.12 The leasehold interest is levied on under execution. 20. Lessor's Rights on Default. 20.1 In the event of any default by Lessee as provided herein, Lessor shall have the option to do any of the following in addition to and not in limitation of any other remedy permitted by law or by this Lease; 20.1.1 Terminate this Lease, in which event Lessee shall immediately surrender the Demised Premises to Lessor, but if Lessee shall fail to do so Lessor may, without further notice, and without prejudice to any other remedy Lessor may have for possession or arrearages in rent or damages for breach of contract, enter upon Demised Premises and expel or remove Lessee and his effects in accordance with law, without being liable for prosecution or any claim for damages therefore and Lessee agrees to indemnify Lessor for all loss and damage which Lessor may suffer by reason of such Lease termination, whether through inability to re-let the "Demised Premises, or through decrease in rent, or otherwise. 20.1.2 Declare the entire amount of the rent which would become due and payable during the remainder of the term of this Lease to be due and payable immediately, in which event Lessee agrees to pay the same at once, together with all rents therefore due, at the address of Lessor; as provided in the Notices section of this Lease: provided, however, that such payment shall not constitute a penalty, forfeiture, or liquidated damage, but shall merely constitute payment in advance of the rent for the remainder of said term and such payment shall be considered, construed and taken to be a debt provable in bankruptcy or receivership. 20.1.3 Enter the Demised Premises as the agent of Lessee, by force if necessary, without being liable to prosecution or any claim for damages therefor, remove Lessee's property therefrom, and re-let the premises, or portions thee of, for such terms and upon such conditions which Lessor deems, in its sole discretion, desirable, and to receive the rents therefor, and Lessee shall pay Lessor any deficiency that may arise by reason of such reletting, on demand at any time and from time to time at the office of Lessor; and for the purpose of re-letting, Lessor may (i) make any repairs, changes, alterations or additions in or to said Demised Premises that may be necessary or convenient, (ii) pay all costs and expenses therefor from rents resulting from re-letting, and (iii) Lessee shall pay Lessor any deficiency as aforesaid. 20.1.4 Take possession of any personal property owned by Lessee on said Demised premises and sell the same at public or private sale, and apply same to the payment of rent due, holding the Lessee liable for the deficiency, if any. 20.1.5 It is expressly agreed and understood by and between the parties hereto that any installments of rent accruing under the provisions of this Lease which shall not be paid when due shall bear interest at the maximum legal rate of interest per annum then prevailing in Florida from the date when the same was payable by the terms hereof, until the same shall be paid by Lessee. Any failure on Lessor's behalf to enforce this paragraph shall not constitute a waiver of this provision with respect to future accruals of past due rent. 20.1.6 If Lessee shall default in making any payment of monies to any person or for any purpose as may be required hereunder, Lessor may pay such expense but Lessor shall not be obligated to do so. Lessee upon Lessor's paying such expense shall be obligated to forthwith reimburse Lessor for the amount thereof. All sums of money payable by Lessee to lessor hereunder shall be deemed as rent for use of the Demised Premises and collectible by Lessor form Lessee as rent, and shall be due from Lessee to Lessor on the first day of the month following the payment of the expense by Lessor. 20.1.7 The rights of the Lessor under this Lease shall be cumulative but not restrictive to those given by law and failure on the part of the Lessor to exercise promptly any rights given hereunder shall not operate to waive or to forfeit any of the said rights. 20.1.8 Nothing herein contained shall be construed as precluding the Lessor from having such remedy as may become necessary in order to preserve the Lessor's right or the interest of the Lessor in the Demised Premises and in this Lease Agreement, even before the expiration of the grace or notice periods provided for in this Lease Agreement. If under the particular circumstances then existing the allowance of such grace or the giving of such notice will prejudice or will endanger the rights and estate of the Lessor in this Lease Agreement or in the Demised Premises. 20.1.9 Lessee hereby pledges and assigns to Lessor security for the payment of any and all rent or other sums or amounts provided for herein, all of the furniture, fixtures, equipment, goods and chattels of Lessee which shall or may be brought or put on or into the Demised Premises, and Lessee agrees that said lien may be enforced by distress, foreclosure or otherwise, at the election of the Lessor. Lessee hereby expressly waives and renounces for himself and family any and all homestead and exemption rights he may now or hereafter require under or by virtue of the constitution and laws of the State of Florida or of any other state, or of the United States, as against the payment of said brand or any other obligation or damage that may accrue under the terms of this Lease Agreement. 20.1.10. Failure of Lessor to declare any default immediately upon occurrence thereof, or delay in taking any action in connection therewith, shall not waive such default, but Lessor shall have the right to declare any such default at any time and take such action as might be lawful or authorized hereunder, in law and in equity. The acceptance of rent by the Lessor hereunder, whether accompanied by a Lessee denial of Default or otherwise shall in no event ever be construed or deemed a waiver or acceptance of any default by Lessee; and no waiver of any term, provision, condition or covenant by this Lease by Lessor shall ever deemed to imply or constitute a further waiver by Lessor of such default or a waiver of any other term, provision, condition or covenant of this Lease. 21. Indemnity Against Costs and Charges. 21.1 The Lessee shall be liable to the Lessor for all costs and charges, expenses, reasonable attorney's fees, and damages which may be incurred or sustained by the Lessor, by reason of the Lessee's breach of any of the provisions of this Lease. Any sums due the Lessor under the provisions of this Item shall constitute a lien against the interest of the Lessee and the Demised Premises and all of Lessee's property situated thereon to the same extent and on the same conditions as delinquent rent would constitute a lien on said premises and property. 21.2 If Lessee shall at any time be in default hereunder, and if Lessor shall deem it necessary to engage an attorney to enforce Lessor's rights and Lessee's obligations hereunder,the Lessee will reimburse the Lessor for the reasonable expenses incurred thereby, including, but not limited to, court costs and reasonable attorney's fees, whether suit be brought or not and if suit be brought, then Lessee shall be liable for expenses incurred at both the trial and appellate levels. 22. Indemnification Against Claims. 22.1 The Lessee shall indemnify and save the Lessor harmless from and against any and all claims or causes of action (whether groundless or otherwise) by or on behalf of any persons, firm, or corporation, for personal injury or property damage occurring upon the Demised Premises or upon any parking lot or other facility or appurtenance used in connection with the Demised Premises, occasioned in whole or in part by any of the following: 22.1.1 An act or omission on the part of the Lessees, or any employee, agent, invitee, or guest, assignee or sub-tenant of the Lessee; 22.1.2 Any misuse, neglect, or unlawful use of the Demised Premise or the building in which the Demised Premises is located or any of its facilities by Lessee, or any employee, agent, invitee, or guest, assignee or sub-tenant of the Lessee, but not to include trespassers upon the Demised Premises; 22.1.3 Any breach, violation, or non-performance of any undertaking of the Lessee under this Lease; 22.1.4 Anything growing out of the use or occupancy of the Demised Premises by the Lessee or anyone holding or claiming to hold through or under the Lessee. 22.2 Lessee agrees to pay all damages to the Demised Premises or other facility used in connection therewith, caused by the Lessee or any employee, guest, or invitee of the Lessee. 23. Signs and Advertising. Without the prior written consent of Lessor, Lessee shall not permit the painting and display of any signs, plaques, lettering or advertising material of any kind on or near the Demised Premises. Signage shall be limited to ground floor lobby directory, floor lobby directory, and any door to Demised Premises. All signage shall comply with signage standards established by Lessor. 24. Effect of Conveyance. The term "Lessor" as used in this Lease means only the owner for the time being of the land and building containing the Demised Premises, so that in the event of any sale of said land and building, or in the event of a lease of said building, the Lessor shall be and hereby is entirely freed and relieved of all covenants and obligations of the Lessor hereunder, and it shall be deemed and construed without further agreement between the parties, or between the parties and the purchaser at such sale, or the lease of this building, that the purchaser or Lessee has assumed and agreed to carry out all covenants and obligations of the Lessor hereunder. 25. Security; Loss; Damage to the Premises. 25.1 Lessor shall not be responsible or liable for the theft, loss or damage to person or property, in, on or about the Demised Premises, and/or Old City Hall, including,without limitations any property of Lessee, Lessee's employees, agents and invitees. Lessee acknowledges and agrees that Lessor is not responsible for the security of the Demised Premises or Old City Hall in general. 25.2 The building in which the Demised Premises are located is insured under Lessor's fire insurance policy. If the Demised Premises shall be damaged by the elements or other casualty not due to Lessee's negligence, or by fire, but are not thereby rendered untenantable in whole or in part, and such damage is covered by Lessor's Insurance, if any, (hereinafter referred to as "such occurrence"), Lessor shall, as soon as possible after such occurrence, utilize the Insurance proceeds to cause such damage to be repaired and the rent shall not be abated. If by reason of such occurrence, the premises shall be rendered untenantable only in part, Lessor shall as soon as possible utilize the insurance proceeds to cause the damage to be repaired, and the rent meanwhile shall be abated proportionately as to the portion of the premises rendered untenantable; provided however, if the premises are by reason of such occurrence, rendered more than 50% but less than 100% untenantable,Lessor shall promptly obtain a good faith estimate of the time required to render the premises tenantable. If such time exceeds four (4) months, the Lessee shall have the option of canceling this lease, which option shall be exercised by Lessee in writing within ten (10) days of receipt of notice of same from Lessor. 25.3 If the premises shall be rendered wholly untenantable by reason of such occurrence, the lessor shall utilize the insurance proceeds to cause such damage to be repaired and the rent meanwhile shall be abated in whole; provided, however, that Lessor shall have the right, to be exercised by notice in writing delivered to Lessee within sixty (60) days from and after said occurrence, to elect not to reconstruct the destroyed premises, and in such event, this lease and the tenancy hereby created shall cease as of the date of said occurrence, the rent to be adjusted as of such date. If the premises shall be rendered wholly untenantable, the Lessee shall have the right, to be exercised by notice in writing, delivered to Lessee within thirty (30) days from and after said occurrence, to elect to terminate this lease, the rent to be adjusted accordingly. Notwithstanding any clause contained in this paragraph, if Lessor becomes self insured or the damage is not covered by Lessor's insurance, then Lessor shall have no obligation to repair the damage, but Lessor shall advise Lessee in writing within thirty (30) days of the occurrence giving rise to the damage and of its decision not to repair, and the Lessee may, at any time thereafter, elect to terminate the lease, and the rent shall be adjusted accordingly. 26. Quiet Enjoyment. Upon Lessee paying the rent reserved hereunder and observing and performing all of the covenants, conditions and provisions on Lessee part to be observed and performed hereunder, Lessee shall enjoy quiet enjoyment of the premises and shall not be evicted or disturbed in possession of the premises, and for as long as Lessee complies with all of the covenants, conditions and provisions on Lessee's part to be observed and performed hereunder. 27. Waiver. 27.1 It is mutually covenanted and agreed by and between the parties hereto that the failure of Lessor to insist upon the strict performance of any of the conditions, covenants, terms or provisions of this Lease, or to exercise any option herein conferred, will not be considered or construed as a waiver or relinquishment for the future of any such conditions, covenants, terms, provisions or options but the same shall continue and remain in full force and effect. 27.2 A waiver of any term expressed herein shall not be implied by any neglect of Lessor to declare a forfeiture on account of the violation of such term if such violation be continued or repeated subsequently and any express waiver shall not affect any term other than the one specified in such waiver and that one only for the time and in the manner specifically stated. 27.3 The receipt of any sum paid by Lessee to Lessor after breach of any condition, covenant, term or provision herein contained shall not be deemed a waiver of such breach, but shall be taken, considered and construed as payment for use and occupation, and not as rent, unless such breach be expressly waived in writing by Lessor. • 28. Addresses for Notices. The addresses for all notices required under this Lease shall be as follows, or at such other address as either party shall, in writing, notify the other: LESSOR: City Manager City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 With a copy to: City Attorney City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 LESSEE: TeleSys Communications Corp. 1130 Washington Avenue, 5th floor Miami Beach, Florida 33139 Attn: Jeff Combs All notices shall be hand delivered and a receipt requested, or by certified mail with return receipt requested, and shall be effective upon receipt. 29. Location for Payments. All rent or other payments due hereunder shall be paid to the City Manager or his duly appointed designee at the following address: City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 30. Historic Nature of the Building. While Historic City Hall has been designated a local Historical site in accordance with Section 26-5.13(3) of the Miami Beach Zoning Ordinance No. 1891 and has been qualified by the United States Department of the Interior as a "Certified Historical Structure" this in no way implies that the Lessor grants nor promises any Federal credit or other tax advantage of any kind by any source to the Lessee on the Lessee's leasehold improvements or use of the Demised Premises. Lessor specifically does not warrant or represent the existence or feasibility of any such tax advantage to Lessee. Lessee acknowledges, understands and agrees that it is Lessee's sole obligation to review the tax consequences of putting leasehold improvements in a "Certified Historical Structure" with Lessee's accountants and/or attorneys. 31. Entire and Binding Agreement. This Lease contains all of the agreements between the parties hereto, and it may not be modified in any manner other than by agreement in writing signed by all the parties hereto or their successors in interest. The terms, covenants and conditions contained herein shall inure to the benefit of and be binding upon Lessor and Lessee and their respective successors and assigns, except as may be otherwise expressly provided in this Lease. 32. Provisions Severable. If any term or provision of this Lease or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term and provision of this Lease shall be valid and be enforced to the fullest extent permitted by law. 33. Captions. The captions contained herein are for the convenience and reference only and shall not be deemed a part of this Lease or construed as in any manner limiting or amplifying the terms and provisions of this Lease to which they relate. 34. Number and Gender. Whenever used herein, the singular number shall include the plural and the plural shall include the singular, and the use of one gender shall include all genders. 35. Governing Law. This Lease shall be governed by and construed in accordance with the law of the State of Florida. 36. Attorney's Fees. In the event of litigation or arbitration arising out of the terms and conditions of this Lease, the prevailing party shall be entitled to collect reasonable attorneys fees and costs from the losing party. 37. Arbitration. Any controversy or claim for money damages arising out of or relating to this Agreement, or the breach hereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and the arbitration award shall be final and binding upon the parties hereto and subject to no appeal, and shall deal with the question of the costs of arbitration and all matters related thereto. In that regard, the parties shall mutually select one arbitrator, but to the extent the parties cannot agree upon the arbitrator, then the American Arbitration Association shall appoint one. Judgement upon the award rendered may be entered into any court having jurisdiction, or application may be made to such court for an order of enforcement. Any controversy or claim other than a controversy or claim for money damages arising out of or relating to this Agreement, or the breach hereof, including any controversy or claim relating to the right to eviction or ejectment shall be settled by litigation and not arbitration. 38. Limitation Of Liability. The Lessor desires to enter into this Agreement only if in so doing the Lessor can place a limit on Lessor's liability for any cause of action for money damages due to an alleged breach by the Lessor of this Agreement, so that its liability for any such breach never exceeds the sum of Ten Thousand Dollars and no/100 ($10,000.00). Lessee hereby expresses its willingness to enter into this Agreement with the Lessee's recovery from the Lessor for any damage action for breach of contract to be limited to a maximum amount of Ten Thousand ($10,000.00) Dollars. Accordingly, and notwithstanding any other term or condition of this Agreement,Lessee hereby agrees that the Lessor shall not be liable to Lessee for damages in an amount in excess of Ten Thousand ($10,000.00) Dollars for any action or claim for breach of contract arising out of the performance or non-performance of any obligations imposed upon the Lessor by this Agreement. Nothing contained in this paragraph or elsewhere in this Agreement is in any way intended to be a waiver of the limitation placed upon Lessor's liability as set forth in Florida Statutes, Section 768.28. 39. Surrender Of The Premises. The Lessee shall, on or before the last day of the term herein demised, or the sooner termination thereof, peaceably and quietly leave, surrender and yield upon to the Lessor the Demised Premises, together with any and all equipment, fixtures, furnishings, appliances or other personal property located at or on the Premises and used by Lessee in the maintenance, management or operation of the Demised Premises, excluding any trade fixtures or personal property which can be removed without material injury to the Premises, free of all liens, claims and encumbrances and rights of others or broom-clean, together with all structural changes, alterations, additions, and improvements which may have been made upon the Premises, in good order, condition and repair, reasonable wear and tear excepted, subject, however, to the subsequent provisions of this Article. Any property which pursuant to the provisions of this Article is removable by Lessee on or at the Premises upon the termination of this Lease and is not so removed may, at the option of the Lessor, be deemed abandoned by the Lessee, and either may be retained by the Lessor as its property or may be removed and disposed of at the sole cost of the Lessee in such manner as the Lessor may see fit. If the Premises and personal property be not surrendered at the end of the term as provided in this article, the Lessee shall make good to the Lessor all damages which the Lessor shall suffer by reason thereof, and shall indemnify the Lessor against all claims made by any succeeding tenant or purchaser, so far as such delay is occasioned by the failure of the Lessee to surrender the Premises as and when herein required. 40. Time Is Of The Essence. Time is of the essence in every particular and particularly where the obligation to pay money and with regard to the commencement of the opening date of the premises is involved. 41. Radon Disclosure. Radon Gas: Radon is a naturally occurring radio active gas, that, when it has accumulated in a building in sufficient quantities may present health risks to persons who are exposed to it over time. Levels of radon that exceed Federal and State Guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your County public health unit. [Note: This paragraph is provided for informational purposes pursuant to Section 404.056 Subsection 8, Florida Statutes, 1988.] IN WITNESS WHEREOF, the parties hereto have caused these presents to be signed by the respective duly authorized fficers, and the respective corporate seals to be affixed this 3"' day of -✓ , 1993. ATTEST: CITY OF MIAMI BEACH �� BY: 'CITY CLERK 9/3/13 YOR WITNESSES: ( LESSEE ) 7`/z/93 BY: °RESIDENT FORM APP 0ED LE 'Art B ..1 `°61/ (CORPORATE SEAL) Date 3° 5 * 9 1 .1 — T 1 • oararimaimas_ril! • ______ i I l . . `tiJ<T► ..r- fesril' • 1 11 : VIP , 1 if i • __-_ T 1 ... . . -'124 SLI=‘ el .6....' ..• - • a� - iparre' 1 4 ••' _ �--' !� r 1, • ' ••M �i 447+ . r. /. 4 • 1±_ — I I . • • • •• • ... . . ._ 1=1:1!i • - — - r———71 i eso COW cl_masatiociftel is I 1.01.111/ I; ' -- , _ - • • Y_ `� , = Mile 44 1 r 1 ' . a. H I .• 1 476 ..-_. ; ...., • , 1223 i II = !I: , . , ....___ -----1:1F--- ,-,----,:-: _ . . • 4 1• • 'I' ' .:.--.-- I -4 . . -. - 1.. .4, i i it . _ . •.04 ra.r.••••••••.•11.....• x jt •.• ! i it i, II 111 i v. 1 , ILI • • J II `• 1� I ;r •-• ` .1 �.f . .. . J •••- f� • • 1 • ^ ti2__ d 1.11:....,. ........... �.„, .. • i...i . _. • ..•WO • . T Offla (I _ �� PL AN QTY Cr• O � � FOURTH 8► FIFTH REFLECTED CEILING PLAN FOURTH 8, FIFTH FLCJ N�ID_ ,� SC w L( •/al-••'•O' M IQ.1D''- . 1...,:r, 1 r L , ag iv. 1 tel, r. ..... i \ ` 7 Wi•. f / w �M O1INAL RE3OLIf_'ION 93-20827 A lease agreemen„: between the city of Miami Beach and Talesys Communication Corp.