Resolution 2024-33022RESOLUTION NO. 2024-33022
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, APPROVING, IN SUBSTANTIAL FORM, A LEASE
AGREEMENT BETWEEN THE CITY, AS TENANT, AND 1000 FIFTH STREET
CORPORATION, AS LANDLORD, FOR USE OF APPROXIMATELY 5,440
SQUARE FEET OF OFFICE SPACE, LOCATED AT 1000 5T" STREET, SUITE
101, MIAMI BEACH, FLORIDA, FOR USE BY THE MIAMI BEACH POLICE
DEPARTMENT (MBPD) PERSONNEL DURING THE G.O. BOND PROGRAM
RENOVATION OF THE MBPD HEADQUARTERS BUILDING; SAID LEASE
HAVING AN INITIAL TERM OF TWO (2) YEARS AND ONE (1) MONTH;
COMMENCING ON JUNE 1, 2024, WITH (1) ADDITIONAL RENEWAL OPTION,
ON A MONTH TO MONTH BASIS, FOR A PERIOD NOT TO EXCEED ONE (1)
YEAR; AND FURTHER AUTHORIZING THE INTERIM CITY MANAGER AND
CITY CLERK TO EXECUTE THE LEASE.
WHEREAS, on November 2018, Miami Beach residents voted to approve the $439
million General Obligation (G.O.) Bond Program, which earmarked $72 million for public safety
and security improvements citywide; and
WHEREAS, among the G.O. Bond projects, is the renovation to the existing Miami Beach
Police Department (MBPD) headquarters building, located at 1100 Washington Avenue ("MBPD
Headquarters Renovation Project"); and
WHEREAS, on January 31, 2024, the Mayor and City Commission adopted Resolution
2024-32865, approving the construction manager at risk agreement (CMR Agreement) for the
preconstruction services with OHLA Building, Inc. (OHLA), pursuant to Request for Qualifications
(RFQ) 2023 -461 -ND for the MBPD Headquarters Renovation Project; and
WHEREAS, the work required under the CMR Agreement will be performed in accordance
with the approved design for the Project, which will include alterations to all five (5) floors of the
existing MBPD headquarters building, with comprehensive interior renovation aimed at improving
operational efficiencies and optimizing existing spaces to accommodate future growth for the
MBPD; and
WHEREAS, OHLA has advised that the construction phase of the Police Headquarters
Renovation Project is anticipated to take approximately 20 months to complete; and
WHEREAS, while the MBPD headquarters building must remain fully operational during
this time, the Project's phasing plan contemplates displacing different units within the
headquarters and renovating their spaces, then moving on to subsequent units; and
WHEREAS, the Administration has researched viable options to relocate the MBPD
personnel during the construction phase of the project, and amongst the properties offered for
consideration, MBPD staff favored the space located at 1000 5th Street in South Beach, given its
location, size, general layout and access to parking; and
WHEREAS, the Administration is seeking approval to enter into a lease agreement for the
temporary relocation of the MBPD personnel during the during the G.O. Bond Program renovation
of the MBPD headquarters building, based upon the following essential terms:
TENANT: City of Miami Beach, a Florida municipal corporation.
LANDLORD: 1000 Fifth Street Corporation, a Florida corporation
DEMISED PREMISES: 1000 5th Street, Suite 101
Miami Beach, Florida 33139
SIZE: Approximately 5,440 square feet
TERM: Two (2) Years and One (1) Month
RENEWAL OPTION: Month to month for a period not to exceed One (1) year
BASE RENT: First year, $53 per square foot ($288,320 annually; $24,026.67
monthly)
ESCALATION: 3% increase per year
LEASE
COMMENCEMENT DATE: June 1, 2024
RENT
COMMENCEMENT DATE: 30 days after delivery date
SECURITY DEPOSIT: One (1) month's rent ($24,026.67)
USE: The Demised Premises shall be used by the MBPD for general
office use; and
WHEREAS, the fiscal impact for this relocation is $990,000.00, inclusive of moving costs,
,security deposit, incidentals, and Tenant improvements; and it will be funded through a capital
budget amendment being approved pursuant to a- companion City Commission agenda item; and
WHEREAS, the Interim City Manager recommends that the Mayor and City Commission
approve, in substantial form, the draft Lease Agreement, a copy of which is attached to the City
Commission Memorandum accompanying this Resolution, containing the essential terms
negotiated between the City and the Landlord; and further authorize the Interim City Manager and
City Clerk to execute the Lease.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City
Commission hereby approve, in substantial form, a Lease Agreement between the City, as
Tenant, and 1000 Fifth Street Corporation, as Landlord, for use of approximately 5,440 square
feet of office space, located at 1000 5th street, Suite 101, Miami Beach, Florida, for use by the
Miami Beach Police Department (MBPD) personnel during the G.O. Bond Program renovation of
the MBPD headquarters building; said Lease having an initial term of two (2) years and one (1)
month, commencing on June 1, 2024, with (1) additional renewal option, on a month to month
basis, for a period not to exceed one (1) year; and further authorize the Interim City Manager and
City Clerk to execute the Lease.
PASSED AND ADOPTED this 15th day of May, 2024.
ATTEST:
MAY 2 1 2024
Rafael It. Gr nado, City Clerk
Steven Meiner, Mayor
APPROVED AS TO
FORM Sz LANGUAGE
EXECUTION
City Atzorney) Daze
5/9/24, 9:47 AM Item Coversheet
MIAMIBEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Rickelle Williams, Interim City Manager
DATE: May 15, 2024
SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH,
FLORIDA, APPROVING, IN SUBSTANTIAL FORM, A LEASE AGREEMENT BETWEEN THE CITY,
AS TENANT, AND 1000 FIFTH STREET CORPORATION, AS LANDLORD, FOR USE OF
APPROXIMATELY 5,440 SQUARE FEET OF OFFICE SPACE, LOCATED AT 1000 5TH STREET,
SUITE 101, MIAMI BEACH, FLORIDA, FOR USE BYTHE MIAMI BEACH POLICE DEPARTMENT
(MBPD) PERSONNEL DURING THE G.O. BOND PROGRAM RENOVATION OF THE MBPD
HEADQUARTERS BUILDING; SAID LEASE HAVING AN INITIAL TERM OF TWO (2) YEARS AND
ONE (1) MONTH; COMMENCING ON JUNE 1, 2024, WITH (1)ADDITIONAL RENEWAL OPTION,
ON A MONTH-TO-MONTH BASIS, FOR A PERIOD NOT TO EXCEED ONE (1) YEAR; AND
FURTHER AUTHORIZING THE INTERIM CITY MANAGER AND CITY CLERK TO EXECUTE THE
LEASE.
RECOMMENDATION
It is recommended that the Mayor and City Commission approve the Resolution.
BACKGROUNDIHISTORY
In November 2018, Miami Beach residents voted to approve the $439 million General Obligation (G.O.) Bond Program, which
earmarked $72 million for public safety and security improvements citywide. Among the projects is the renovation to the existing
Miami Beach Police Department (MBPD) Headquarters ("MBPD Headquarters Renovation Project") building located at 1100
Washington Avenue.
On January 31, 2024, the Mayor and City Commission adopted Resolution No. 2024-32865 approving the construction manager at
risk agreement ("CMR Agreement) for the preconstruction services with OHLA Building, Inc., ("OHLA") pursuant to Request for
Qualifications (RFQ) 2023 -461 -ND for the MBPD Headquarters Renovation Project; and further authorizing the City Manager and
City Clerk to execute the CMR Agreement. The work required under the CMR Agreement will be performed in accordance with the
approved design for the Project. It will include alterations to all five (5) floors of the existing MBPD Headquarters building, with
comprehensive interior renovation aimed at improving operational efficiencies and optimizing existing spaces to accommodate
future growth for the MBPD.
ANALYSIS
OHLA has advised that the construction phase of the MBPD Headquarters Renovation project is anticipated to take approximately
20 months to complete. While the MBPD Headquarters building must remain fully operational during this time, the Project's
phasing plan 'contemplates displacing different units within the headquarters and renovating their spaces, then moving on to
subsequent units. To this end, the Administration has researched viable locations to relocate MBPD personnel during the
construction phase of the project.
Amongst the properties considered by the Administration, MBPD staff favored the space located at 1000 5th Street in South Beach,
given its location, size, general layout and access to parking.
The Administration is seeking approval to enter into a lease agreement for the temporary relocation of MBPD personnel during the
G.O. Bond Program renovation of the MBPD headquarters building, attached hereto as Exhibit A, based on upon the following
essential terms:
TENANT: City of Miami Beach, a Florida municipal corporation.
LANDLORD: 1000 Fifth Street Corporation, a Florida corporation
DEMISED PREMISES: 1000 5t' Street, Suite 101
Miami Beach, Florida 33139
SIZE: Approximately 5,440 square feet51 5
https://miamibeach.novusagenda.com/AgendaWeb/CoverSheetaspx? Item ID=35338
in
1/3
5/9/24, 9:47 AM
TERM:
RENEWAL OPTION:
BASE RENT:
ESCALATION:
Item Coversheet
Two (2) Years and One (1) Month
Month to month for a period not to exceed One (1) year
First year, $53 per square foot ($288,320 annually; $24,026.67
monthly)
3% per year
LEASE
COMMENCEMENT DATE: June 1, 2024
RENT
COMMENCEMENT DATE: 30 days after delivery date
SECURITY DEPOSIT: One (1) month's rent ($24,026.67)
USE: The Demised Premises shall be used by the MBPD for general
office use
LOBBYIST DISCLOSURE
In accordance with Resolution No. 2023-32857, adopted by the City Commission on December 13, 2023, the following information
has been provided by the Administration as it relates to the subject resolution:
1. Was the Agenda Item initially requested by a lobbyist which, as defined in Code Sec. 2-481, includes a principal engaged in
lobbying? No
2. If so, specify name of lobbyist(s) and principal(s): N/A
SUPPORTING SURVEY DATA
N/A
FINANCIAL INFORMATION
The fiscal impact for this relocation is $990,000 inclusive of moving costs, security deposit, incidentals, and Tenant improvements;
and it is proposed to be funded through a capital budget amendment being considered for approval pursuant to a companion item
on the May 15, 2024 City Commission agenda.
Amount(s)/Account(s):
N/A
CONCLUSION
Based on the foregoing, the Administration recommends the Mayor and City Commission adopt the resolution approving a Lease
Agreement- between the City, as Tenant, and 1000 5th Street, as Landlord, for approximately 5,440 square feet of office space
located at 1000 5th Street, Suite 101, Miami Beach Florida, for use by MBPD personnel during the G.O. Bond Program renovation
of the MBPD headquarters building.
Applicable Area
South Beach
Is this a "Residents Right to Does this item utilize G.O.
Know" item,_pursuantto Bond Funds?
City Code Section 2-14?
Yes No
,Strategic Connection
Non -Applicable
Legislative Tracking
Facilities and Fleet Management
ATTACHMENTS:
Description
D Lease
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https://miamibeach.novusagenda.com/AgendaWeb/CoverSheet.aspx?Item ID=35338
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LEASE AGREEMENT
BETWEEN
,�O,,Fifth Streei C oratioi
as LandlorA
AND 1
J
i'The
Beach
�
City of Miami Bea
Lag Tenant
Dated:
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TABLE OF CONTENTS
Pale
1.
BASIC LEASE PROVISIONS AND DEFINITIONS..................................................................................................2
II.
PREMISES......................................................................................................................................................................5
III.
TERM.............................................................................................................................................................................. 6
IV.
RENT...............................................................................................................................................................................6
V.
SECURITY DEPOSIT............................................................................................................................. ................. 8
VI.
OPERATING EXPENSES........................................................................................................................................8
VIII.
PARKING......................................................................................................................... ... ...............................11
IX.
USE AND REQUIREMENTS OF LAW.....................................................................................................................11
X.
ASSIGNMENT AND SUBLETTING.........................................................................................................................13
XI.
MAINTENANCE AND REPAIR................................................................................................................................15
XII., .
r._.._...
-INITIAL CONSTRUCTION; -ALTERATIONS ....... .. •• ................. ......_....... - ....:.- - ..........-.:.:1
•.5................................•..............!
XIU: SIGNS... ........... ....... .. ................... ......................... ...........-18
XIV.
RIGHT OF ENTRY ........... ............. ................................. ...19
••...................................
XV.`
INSURANCE,!...........' ? ........... ............. . ' ..............}{ ........19
XVI:
SERVICES AND UTILITIES. .................. ` ....... . .............
r.... i'...'
4 ; i.........19
!
21
XVII.
LIABILITY'•:OF LANDLORD...;......,.", .................. ........... ... --. ............... - ........
XVIIL-f
t.....�
'.....................�:.'
RULES AND REGULATIONS !
22
: .......... ........... :..........................'.......
• •a.......,
XIX.' }
DAMAGE; CONDEMNATION. >, ^( '` ........ '• ! ......................................•. ........22
'
Nt..........23
XX: „i
DEFAULTOF�TENANT ! .............t ......... ::.........j- .................................:
i
26
XXL.
•
MORTGAGES...... ..................^`4................'t .............................................................................•! ........
'S .
XXII.
'SURRENDER; IIOLDIi tG OVER.. ............................... .... '................... ....................
27
XXIII.
QUIET ENJOYMENT .:.....................:::........ ..... ......................:::.................................................................
27
XXIV.
MISCELLANEOUS.....................................................................................................................................................
27
LIST OF EXHIBITS
Exhibit A-1
Plan. Showing Premises
Exhibit A-2
Estimated Operating, Expenses and Taxes
Exhibit B
Work Agreement
Exhibit C
Rules and Regulations
Exhibit D
Confirmation of Commencement Date
519
OFFICE LEASE
THIS OFFICE LEASE ("Lease") is made as of the day of , 2024 ("Date
of Lease"), by and between 1000 FIFTH STREET CORPORATION, a Florida Corporation ("Landlord'),
and the CITY OF MIAMI BEACH, a Florida municipal corporation ("Tenant").
I. BASIC LEASE PROVISIONS AND DEFIMTIONS
1.1 Premises. 5,440 Gross Rentable Square Feet (inclusive of common area allotment) known
as Suite 101 located on the ground level of the Building as outlined on Exhibit A-1 attached hereto and
made a part hereof.
1.2 Building. The building known as the Thyssen Building located at 1000 Fifth Street, Miami
Beach, Florida 33139, and containing approximately 36,500 Gross Rentable Square Feet (consisting of
building office area, common area, balconies, and garage).
1 3 �" Common Area. All aieas from time
nonexclusive'common use or benefit'ofTenant, other t
Landlord, and Landlord, including, witlout limitat
landscaped areas, open areas, park areas; service drive,q
hallways, stairs, washrooms, lobbies, elevators, commi
conduits, wires and appurtenant equipment within t(ie
exterior lighting, exterior utility lines, and Parking Fac
1.4 Parking Facilities AIIY`parking areas -
tenants of the Building their guests and invitees;, incl
decks,] parking structures and !.parking',,areas adjacent
exclusive or otherwise.
4 5- Gross Rentable Square Feet (Foot) or
o -time designated by Landlord for the general and
nants, of the Building, guests"of both the ieni t— and
n, `,roadways, entrances and exits, loading areas,
;walkways, aMums;;courtyards, concourses, ramps,
n traAh areas, vending or mai l areas, common pipes,
luilding, maintenance and utility rooms and closets,
lities:
�• 1
iow or)hereafterdesignated by Landlord for use by
iding,`gwithout limitation, surface parking, i parking
to the Building whether reserved, exclusive, non -
Gross Rentable Area. The rentable area within the
Premises and the Building are deemed to be the amounts set forth in sections 1.1 and 1.2, above. These
amounts include the usable areas of the Premises (measured per BOMA standards, utilizing the BOMA
1996, ANSI Z65.1 method of measurement) plus a load factor of 8 %. Landlord and Tenant stipulate and
agree that the Gross Rentable Square Footage of the Premises, and Building are based on Landlord's
calculations and Landlord's calculations are stipulated and presumed to be correct and not subject to further
challenge with Tenant hereby expressly waiving any right to further challenge Landlord's calculations.
Tenant hereby acknowledges that it has been given an opportunity (including access to the Premises) to
take its own measurements and make its own calculations and it has either: (i) waived such opportunity; or
(ii) taken advantage of such opportunity and finds no material deviation from Landlord's calculations and
accepts the same as accurate
1.6 Permitted Use. Tenant may use the Premises subject to and in accordance with the terms,
covenants and conditions set forth in this Lease, and applicable governmental regulations, restrictions and
permitting (without the necessity of obtaining any zoning changes, conditional use permits or other special
permits). Tenant may use the Premises for general office and uses incidental thereto which are in keeping
with the use and rights of existing tenants as well as in accordance with the applicable zoning regulations.
Tenant shall be permitted to occupy the Premises with its own employees as well as employees of its
affiliates that are under common control of Tenant.
520
1.7 Commencement Date. The Lease Commencement Date shall be June 1, 2024. Fourteen
(14) days prior to the Lease Commencement Date, Tenant shall have the right to access the Premises for
the purpose of installing furniture, fixtures and equipment so long as Tenant does not begin conducting
business which shall commence
1.8 Expiration Date. Twenty-four (24) months and one (1) month following the
Commencement Date; provided, however, that if the Commencement Date does not begin on the first day
of the month, the expiration date shall be extended by the total number of additional days, if any, between
the Commencement Date and the first day of the first full month following the Commencement Date.
1.9 Term. beginning on the Commencement Date and expiring on the Expiration Date. Upon
execution of the Lease, the Parties shall execute Exhibit D to certify the Commencement Date and
Expiration Date.
1.10 Basic Rent. The amount set forth in the following schedule, subject to adjustment as
specified -in, Article IV. For .the first twelve months of this lease, the Tenant shall pay -to- Landlord the
Annual Fixed Minimum Rent, of $53 ,per rentable square foot, NNN, plus applicable state and local
sales tax, -ori the first (l s`) day; of each. Month in advance. Should the Commenderr►ent`Dafe be of a date
other than the fist of the month the first monthly rental sha&-be pro -rated to reflect said date, with'i the first
full. month's rentbeing due on the first of each month thereafter, Starting with the 1st day, of Month
following the Commencement Date, and on every 1st of the,Month thereafter. The Base Rent will increase
by Thr''ee percent (3%) per year.
- Monthly` Annual
Annual Period's ' Basic Rent* ,1 Basic Rent** ! .4
$24;0_26.67 A 1$288,320.04
! �$24,747.72 x$296,969.64
3 '' ` $25,489.89` ? '
*In accordance with section 4.5, below, there will be an abatement of Basic Rent until thirty (30)
days after the Commencement Date.
**The amounts set forth in this schedule represent Basic Rent only, and do not include or Tenant's
Common Area Maintenance charges, including Florida State Sales Tax, Real Estate Tax,
Assessments, Insurance, Operating Expenses, and other common expenses.
1.11 Renewal Option. Provided Tenant is not in default in payment or performance of any of
Tenant's obligations hereunder, after written notice and applicable grace period, Tenant shall have the
option to renew this Lease, on a month to month basis, for a period not to exceed One (1) year, on the same
terms and conditions as this Lease, except the Basic Rent shall increase by 3 % so that Basic Rent for the
renewal period will be 103 % of the monthly Base Rent of the last year of the original Term (the "Renewal
Period"). If Tenant desires to exercise such option, Tenant shall notify Landlord, in writing, no later than
six (6) months prior to the end of the original Term, that Tenant elects to extend said Term and, in such
event, the Term of this Lease shall extend in accordance with such notice. The original Term and the
Renewal Period, once the Renewal Option is exercised by Tenant, shall be collectively referred to herein
as the "Term". -
1.12 Lease Year. Each consecutive 12 month period elapsing after: (i) the Commencement Date
if the Commencement Date occurs on the first day of a month; or (ii) the first day of the month following
521
the Commencement Date if the Commencement Date does not occur on the first day of a month.
Notwithstanding the foregoing, the first Lease Year shall include the additional days, if any, between the
Commencement Date and the first day of the month following the Commencement Date, in the event the
Commencement Date does not occur on the first day of a month.
1.13 Calendar Year. For the purpose of this Lease, Calendar Year shall be a period of 12 months
commencing on each January 1 during the Term, except that the first Calendar Year shall be that period
from and including the Commencement Date through December 31 of that same year, and the last Calendar
Year shall be that period from and including the last January 1 of the Term through the earlier of the
Expiration Date or date of Lease termination.
1.14 Tenant's Proportionate Share. Tenant's Proportionate Share of the Building is 14.90%
(determined by dividing the Gross Rentable Square Feet of the Premises (5,440) by the Gross Rentable
Square Feet of the Building (36,500) and multiplying the resulting quotient by 100 and rounding to the
second decimal place) ("Tenant's Proportionate Share").
_._1.15. Parking Space -Allocation.
(ay- Tenant shall have -the -option to use 4..unreserved parking spaces within -the ;Parking
Facilities for the,,Term of this Lease subject to the payment of the applicable parking fees. Currently, the
parking fees are $140,per space per month `plus applicable ta)ees; however, this amount may increase based
upon availability and;in the;soie discretion of Landlord. All parking fees are payable as Additional Rent.
Eac4h subsequent year, of the Renew_ al •Period, the monthly parking fees will automatically increase by 3 %
from" the previous yeai.
(b) Furth'ermore, Upon~the Commencement Date hereof, Landlord shall deliver to; Tenant the
number of entry car'dslor other openingdevice corresponding to the number of parking spaces, which Tenant
shall use. Tenant shall pay a $75.00 deposit for every entry card issued to it which deposit shall be refunded
by Landlord upon -the return of the entry `cards., Between the Hours of 7:00 pm and 7:00 am during week
nights and from .700 pm on Friday night and. 7:00 am Monday morning and all day on legal` holidays,
Tenant. shall have the right'.to'use the Parking -Garage on a space available basis and shall not have any
claim whatsoever against Landlord in the event there are no spaces available in the Parking Garage. Tenant
and its employees shall only park in unmarked and unreserved spaces. All Tenants invitees desiring to park
in the parking garage shall do so on a space available basis and shall pay the then going parking rate upon
exiting the garage.
1.16 Security Deposit. $24,026.67: an amount equal to one (1) month of Basic Rent
($24,026.67).
1.17 Brokers:
Landlord's:
Colliers
Jake Freeman
4
522
Tenant's:
Colliers
Tyle de la Pena
1.18 Guarantor(s).
1.19 Landlord's Notice 1000 Fifth Street Corporation
Address. 1000 Fifths Street, Suite 200
Miami Beach, Florida 33139
1.20 Tenant's
Notice Address. The City of Miami Beach
1700 Convention Center Dr
Miami Beach, FL 33139
Attention: City Manager
With a copy to:
The ,City of Miami Beach____-_-_
i ~ 170,0 Convention Center Dr
Miami Beach, FL 33139
Attention: City Attorney �
i 1.21 Interest Rate: The per annum interest rate on all obligations which are past due for'a period
Of more than forty',five (45) days will'be' 12% per ,annum until paid in ,full; or (ii) the maximum, amount
allowed under applicable law; whichever is less.
' I 1.22 Ate' e_nts. Officers, partners, directors, members, shareholders, managers, employees,
agents; licensees, contractors, customers land invitees; ,to -the extent customers and invitees are -under the
principal's control or`direction.' �~
IE,PREMISES
2.1 Lease of Premises. In consideration of the agreements contained herein, Landlord hereby
leases the Premises to Tenant, and Tenant hereby leases the Premises from Landlord, for the Term and upon
the terms and conditions set forth in this Lease. As an appurtenance to the Premises, Tenant shall have the
general and nonexclusive right, together with Landlord and the other tenants of the Building, to use the
Common Area subject to the terms and conditions of this Lease; provided, however, except to the extent
Landlord's prior written approval is obtained, which shall not be unreasonably withheld, Landlord excepts
and reserves exclusively to itself the use of (i) roofs; (ii) maintenance and utility equipment rooms and
closets, and (iii) conduits, wires and appurtenant equipment within the Building and equipment rooms and
closets, and exterior utility lines as long as Landlord's use of said areas and items does not interfere with
Tenant's quiet enjoyment and business activities.
2.2 Landlord's Reservations. Provided Tenant's use of and access to the Premises and business
activities are not adversely affected, Landlord reserves the right from time to time to: (i) install, use,
maintain, repair, replace and relocate pipes, ducts, conduits, wires and appurtenant meters and equipment
above the ceiling surfaces, below the floor surfaces, within the walls and in the central core areas of the
Building; (ii) change or modify and add or subtract from the size and dimensions of the Building and/or
Project and/or Common Areas or any part thereof, make changes to the design and layout of the Building
and/or Project and/or Common Areas, including, without limitation, changes to buildings, rooms, closets,
hallways, driveways, entrances, loading and unloading areas, direction of traffic, landscaped areas and
walkways, parking spaces and parking areas; and (iii) use or close temporarily the Common Areas, and/or
523
other portions of the Building and/or Project while engaged in making improvements, repairs or alterations
to the Building, Project and/or Common Areas and/or any portion thereof. In addition, Landlord expressly
reserves the right to change the name of the Building.
III. TERM
3.1 Commencement Date. The Term shall commence on the Commencement Date and expire
at midnight on the Expiration Date.
3.2 Early Possession. If Tenant takes possession of the Premises before the Commencement
Date, such possession shall be subject to the terms and conditions of this Lease and, except as provided in
sections 1.7, Tenant shall pay Rent (as defined in Section 4.2) to Landlord for each day of possession before
the Commencement Date on a pro -rata basis. However, except for the cost of services requested by Tenant,
Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during
which Tenant is in possession of the Premises for the sole purpose of performing Tenant Work, installing
furniture, equipment or other personal property with the prior written approval of Landlord.
IV. RENT';
s ! 4.1 Basic Rent:' Tenant shall; pay to Landlord the Basic Rent as specified in Section 1.10.
Basic Rent shall 'be. payable in monthly installments as 'specified in Section 1.10, in advance,! without
demand, notice, deduction, ;offset or counterclaim, on jor before the first day of each and every, calendar
month during the Term; provided, however, the installmentof Basic ?Rent payable for the first partial
calendar month and. the first full calendar month of the Term. m which Basic Rent is due shall ;beAue and
payable at the time' of ,execdtion and delivery of this,Lease. Any payment made -by Tenant to Landlord on
account of Basic Rentmay be credited by Landlord to the -payment of any late charges then due and?payable
and,to{any Basic Red or Additional Rent,(as defined in Section 4.2) then past due before being credited to
Basic Rent currentlyIdue. Tenant shall pay Basic Rent and all Additional Rent in lawful U.S. Dollars and
deliver the payriierif to Landlord's address stated herein or at sucli�other place as Landlord may designate
in wriiing without demand and without'counterelaim, deduction of set-off; except as provided herein. If
the Term commences on a day other than'the first.day of a calendar.month or terminates on a day other than
the last day of a calendar month, the monthly Basic Rent and Additional Rent shall be prorated based upon
the number of days in such calendar month. Tenant's covenant to pay Rent and the obligation of Tenant to
perform Tenant's other covenants and duties hereunder constitute independent, unconditional obligations
to be performed at all times provided for hereunder, save and except only when an abatement thereof or
reduction therein is expressly provided for in this Lease and not otherwise.
4.2 Additional Rent, Rent. All sums payable by Tenant under this Lease, other than Basic
Rent, shall be deemed "Additional Rent," and, unless otherwise set forth herein, shall be payable in the
same manner as set forth above for Basic Rent. Basic Rent and Additional Rent shall jointly be referred to
as "Rent".
4.3 Operating Expense Rental and Real Estate Tax Rental. Tenant shall pay to Landlord during
the Term, as Additional Rent, (i) Tenant's Proportionate Share of the amount of Operating Expenses (as
defined in Section 6.1) during each Calendar Year ("Operating Expense Rental"); and (ii) Tenant's
Proportionate Share of the amount of Real Estate Taxes (as defined in Article VII) during each Calendar
Year ("Real Estate Tax Rental") (Operating Expense Rental and Real Estate Tax Rental are collectively
referred to as "Common Area Maintenance" or "CAM"). In the event the- Commencement Date is other
than the first day of a month and/or in the event that the Expiration Date is other than the last day of a day
of a month, Operating Expense Rental and Real Estate Tax Rental shall be appropriately prorated. Landlord
shall submit to Tenant at the beginning of each Calendar Year, or as soon thereafter as reasonably possible,
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a statement of Landlord's estimate of Operating Expense Rental and Real Estate Tax Rental due from
Tenant during such Calendar Year and may, but it is not required to be, the CAM amounts from the previous
Calendar Year. If the estimate is based on the CAM amounts from the previous Calendar Year, then these
amounts are contained in Exhibit A-2 of this Lease. In addition to Basic Rent, Tenant shall pay currently
to Landlord an amount equal to 1/12°i of Landlord's estimated Operating Expense Rental and estimated
Real Estate Tax Rental as set forth in Landlord's statement. If Landlord fails to give Tenant notice of its
estimated payments due for any Calendar Year, then Tenant shall continue making monthly estimated
Operating Expense Rental and Real Estate Tax Rental payments in accordance with the estimate for the
previous Calendar Year until a new estimate is provided. If Landlord determines that, because of
unexpected increases in Operating Expenses or Real Estate Taxes, Landlord's estimate of the Operating
Expense Rental or Real Estate Tax Rental was too low, then Landlord shall have the right to give a new
statement of the estimated Operating Expense Rental and estimated Real Estate Tax Rental due from Tenant
for the balance of such Calendar Year and bill Tenant for any deficiency. Tenant shall thereafter pay
monthly estimated payments based on such new statement.
Within 120 days after the expiration of each Calendar Year, or as soon thereafter as is practicable,
Landlord shall submit a statement to. Tenant showing the-actual Operating Expenses.Rental and -the actual
Real Estate Tax-;.Rental due from Tenant for such Calendar Year. If for any Calendar Year; Tenant's
estitmted� Operating Expense Aerital, payments exceed: the actual Operating -Expense-Rental due -ffom
Tenant, then Landlord shall give Tenant a credit in the- .amount of the overpayment toward Tenant's next
monthly payment, of estimated Operating Expense 'Rental, ,or, in the, event this Lease has ;expired or
terminated and no Event of Default (as;'defined in Section 20.1) exists, Landlord shall pay Tenant the total
amount of such excess upon delivery-bf,the reconciliation'to Tenant. If for any Calendar Year, Tenant's
estimated Operating Expense Rental payments are less than the ,actual Operating Expense Rental, due from
Tenant, then Tenant shall pay the total'amount of such deficiency to Landlord-within 30 days after receipt
of the'reconciliation from Landlord.' If for any Caleridar--Year, Tenant's,estimated Real Estate Tax Rental
payments exceed the,actual, Real Estate Tax Rental- due from.Tenant, then Landlord shall give Tenant a
credit in the amount:of the overpayment toward;'Tenant's next. monthly ,payment of estimated Real Estate
Tax Rental, or,-in the event the Lease lias expired, or terminated aiid no Event of Default exists, Landlord
shall pay Tenant.the total amount of such excess upon delivery'of the reconciliation to Tenant'' 'If for any
Calendar-Year`," Tenant's estimated Real,Estate•-Tax Rental payments are_less than the actual Real Estate
Tax Rental due from Tenant, then Tenant shall pay the total amount of such deficiency to Landlord within
30 days after receipt of the reconciliation from Landlord. Landlord's and Tenant's obligations with respect
to any overpayment or underpayment of Operating Expense Rental and Real Estate Tax Rental shall survive
the expiration or termination of this Lease.
4.4 Sales or Excise Taxes. Notwithstanding any other provision in this Lease to the
contrary, Landlord acknowledges that Tenant is a municipal corporation organized under the State of
Florida and, as such, is exempt from payment of sales tax in connection with any payments of Rent under
this Lease. Tenant's non -taxable certificate shall be provided to Landlord simultaneously with the
execution of this Lease. In the event that Tenant loses its tax exempt status, whether by operation of law
or otherwise, then Tenant shall pay to Landlord, as Additional Rent, concurrently with payment of Basic
Rent all taxes, including, but not limited to any and all sales, rent or excise taxes (but specifically excluding
income taxes calculated upon the net income of Landlord) on Basic Rent, Additional Rent or other amounts
otherwise benefiting Landlord, as levied or assessed by any governmental or political body or subdivision
thereof against Landlord on account of such Basic Rent, Additional Rent or other amounts otherwise
benefiting Landlord, or any portion thereof.
4.5 Rent Abatement. Provided that no Event of Default (as defined in Section 20.1) occurs
under this Lease, the Basic Rent shall be abated until thirty (30) days after the Commencement Date (the
"Rent Abatement Period"). All of the terms and conditions of this Lease shall remain in full force and
525
effect during the Rent Abatement Period. If any Event of Default occurs under this Lease, the Basic Rent
abatement provided for herein shall immediately terminate, and all Basic Rent which has then previously
been abated shall immediately become due and payable.
V. SECURITY DEPOSIT
Simultaneously with the execution of this Lease, Tenant shall deposit the Security Deposit with
Landlord to be held in trust by Landlord until disbursement in accordance with the terms of this Lease. The
Security Deposit shall not bear interest to Tenant and shall be security for Tenant's obligations under this
Lease. Landlord shall be entitled to commingle the Security Deposit with Landlord's other funds. The
Security Deposit is not an advance payment of Rent or a measure of Tenant's liability for damages. Within
60 days after the Expiration Date or earlier termination of this Lease, or such lesser period as may be
required by law, provided that Tenant has notified Landlord of the address to which the Security Deposit
should be returned, Landlord shall (provided an Event of Default does not then exist) return the Security
Deposit to Tenant, less such portion thereof as Landlord shall have applied in accordance with this Article
V; If an Event of Default shall occur or if Tenant. fails to maintain the Premises in the condition required
by this_Lease,_Landlord shall -have the right, without prejudice to any other, remedy which-Landlord.may
have on accouritthereof, to applyall.or any portion of the Security Deposit to cure such default onto remedy
the'condifion of the Premises;: provided however, Landlordmust notify TI6di t -in writing -of Landlord s
intention to apply the, Security Deposit at least 15 days be%re4 doing so thereby giving Tenant an opportunity
to cure or rectifysarne. If !,Landlord so applies the'Secunty, Deposit or any portion thereof; before the
Expiration Date or,earlier termination of this Lease, Tenants6ll deposit with Landlord, upon demand, the
amount necessary torestore;and repleriish'the SecurityDeposit�to its original amount. If Landlordshall sell
or transfer its interest in the, Building and/or Project, Landlordshall haV.e the right co transfer the Security
Deposit to such purchaser or transferee, in which event Tenant shall look solely to -the new landlord for the
return'of the SecurityDeposit, ;and Landlord thereupon shall -be released from all liability to Tenant for the
return of the Security,Deposit. In the event that Tenant fails to notify Landlord of a forwarding address for
the return of the Security Deoosit, Tenant's address for notice purposes shall be deemed to be the lforivarding
address.
VI. OPERATING EXPENSES
6.1 Operating Expenses Defined. As used herein, the term "Operating Expenses" shall mean
all direct or indirect expenses, costs and disbursements of every kind and nature, except as specifically
excluded otherwise herein, which Landlord or any successor(s) incurs because of or in connection with the
ownership, maintenance, management and operation of the Building. Operating Expenses may include,
without limitation, all costs, expenses and disbursements incurred or made in connection with the following
expenses, which are expended exclusively in connection with the Building and excludes any expenses or
resources which Landlord utilizes in connection with other buildings or projects:
(i) Wages and salaries of all employees, whether employed by Landlord or the
Building's management company, to the extent engaged in the operation and maintenance of the Building,
and all costs related to or associated with such employees or the carrying out of their duties, including
uniforms and their cleaning, taxes, auto allowances, training and insurance and benefits (including, without
limitation, contributions to pension and/or profit sharing plans and vacation or other paid absences);
(ii) A management fee payable to Landlord, provided the property management fees
do not exceed the rates then customarily charged for building management by property managers.with equal
or better qualifications for buildings of like class and character, or the company or companies or
associations managing the Building, if any, and the costs of equipping and maintaining a management
office, including, but not limited to, rent, accounting and legal fees, supplies and other administrative costs;
526
(iii) All supplies, tools, equipment and materials, including janitorial and lighting
supplies, used directly in the operation and maintenance of the Building, including any lease payments
therefor;
(iv) All utilities, including, without limitation, electricity, water, sewer and gas, for the
Building;
(v) All maintenance, operation and service agreements for the Building, and any
equipment related thereto, including, without limitation, service and/or maintenance agreements for the
Parking Facilities, energy management, HVAC, plumbing and electrical systems, and for window cleaning,
elevator maintenance, janitorial service, grounds keeping, interior and exterior landscaping and plant
maintenance;
(vi) Premiums and deductibles paid for insurance relating to the Building including,
without limitation, fire and extended coverage, ,boiler, earthquake, windstorm, rental loss, and commercial
general -liability insurance;
- (vii) All'repairs-to.tli&,Building, including interior, exterior; structural-o"r nonstructural
repairs, and regardless of whether foreseen or unforeseeri;',provided, however, any structural repairs which
under -generally accepted accounting principles should_ be 'classified as capital improvements shall only be
subject to inclusion'pursuant to the teriris;'of Section 6.1(ix).and otherwise excluded pursuant, to Section
6.2 v below; 4 S
i. ` (viii) ; All maintenance of the Building; including, without limitation, repainting
Common Areas, replacing Common, Aiea wall coverings; window coverings and carpet, ice .and snow
removal, window;' washing; landscapim& grounds keeping, trash removal and the patching, painting;
resealing and complete resurfacing of roads, driveways and parking lots, :.
f(ix) Any capital improvements made to the'Building;which are required under any
governmental Iaw or regulation that was%not applicable to the Project as' --of the Date of Lease,°.the cost of
which shall be amortized on a straight-line basis over the improvement's useful life, not to exceed the
Project's useful life, together with interest on the unamortized balance of such cost at the Interest Rate, or
such higher rate as may have been paid by Landlord on funds borrowed for the purposes of constructing
such capital improvements, not to exceed 10% per annum;
(x) All amounts paid under easements, declarations, or other agreements or
instruments affecting the Building, including, without limitation, condominium fees and assessments,
assessments paid to property owners' or similar associations or bodies.
(Y) To the extent not metered, billed and charged directly to a tenant, all (1) electrical
services used in the operation, maintenance and use of the Building; (2) sales, use, excise and other taxes
assessed by governmental authorities on electrical services supplied to the Building; and (3) other costs of
providing electrical services to the Building.
6.2 Operating Expense Exclusions. Operating Expenses shall not include: (i) depreciation on
the Building; (ii) costs of tenant improvements incurred in renovating leased space for the exclusive use of
a particular tenant of the Building; (iii) brokers' commissions; (iv) Building mortgage principal or interest;
(v) capital items other than those referred to in Section 6.1; (vi) costs of repairs or other work to the extent
Landlord is reimbursed by insurance or condemnation proceeds; (vii) utilities charged directly to, or paid
directly by, a tenant of the Building other than as a part of the Operating Expenses, including signage for a
527
particular tenant; (viii) fines, interest and penalties incurred due to the late payment of Operating Expenses;
(ix) organizational expenses associated with the creation and operation of the entity which constitutes
Landlord and Landlord's general corporate overhead and general and administrative expenses; (x) any
penalties or damages that Landlord pays to Tenant under this Lease or to other tenants in the Building under
their respective leases; and (xi) Real Estate Taxes as provided for in Article VII.
6.3 Tenant's Right to Audit. Tenant shall have a right, at Tenant's sole cost and expense, to
audit Landlord's Operating Expense Rental reconciliation statement upon the following terms and
conditions. Tenant shall notify Landlord in writing that it is exercising its right to audit within 90 days
following delivery of the Operating Expense Rental reconciliation statement, indicating in such notice with
reasonable specificity those cost components of Operating Expense Rental to be subject to audit. The audit
shall take place at Landlord's principal place of business or, at Landlord's option, the Building, at a time
mutually convenient to Landlord and Tenant (but not later than 60 days after receipt of Tenant's notice to
audit). Except as Landlord may consent in writing, the audit shall be completed within 10 days after
commencement. No copying of Landlord's books or records will be allowed. The audit may be'
accomplished by either Tenant's own employees with accounting experience reasonably sufficient to
conduct -such -review, or a nationally_or regionally recognized public accounting firm mutually_ acceptable
to Landlord 'and Tenant that' is engaged on either a fixed priee or hourly basis; and -is not compensated, on a
contingency or..bonus basis. ;Uh& no..circumstances shall Landlord be required to-conseiit-to an',accountirig
firm that is also 'a tenant of Landlord (or any Landlord affiliate) in the Building or any building in, the city
or metropolitan area in which the Building is located.- The records reviewed by Tenant shall be treated as
confidential and pri6fto commencing the audit, Tenantrand any other person which may perform such audit
for Tenant, shall execute a Confidentiality' Agreement in a form.,reasonably acceptable to Landlord`.'. A copy
of the Tesults of the audit shall be' delivered to Landlord within 30 days after the completion of the audit. If
Landlord and Tenant determine -that. Operating Expense Rental for the Calendar -Year is less than reported,
Laridldrd shall give,Tenant al credit. in\the am ount'--of -the-overpayment toward Tenant's next .monthly
payment of estimated' Operating Expense Rental or,. -in _ the event this Lease has expired or terminated and
no Event of Defauli exists, Landlord shall pay Tenant the total amount of such overpayment witliin 30 days.
If Landlord and Tenant determine that Operating Expense Rental for the Calendar Year isl,more than
reported; Tenant,.shall pay Landlord the 'amount of any underpayment within 30 days. Failure Eby;` Tenant
to timely -request an audit; or' to timely_deliver,`to Landlord the .'results. of the audit, or to follow any
of the procedures set forth in this Section 6.3 is deemed a waiver of the applicable audit right and any
right to contest Operating Expense Rental for the applicable Calendar Year and is deemed
acceptance of the Operating Expense Rental contained in the Operating Expense Rental
reconciliation statement for the applicable Calendar Year. Any audit review by Tenant shall not
postpone or alter the liability and obligation of Tenant to pay any Operating Expense Rental due under the
terns of this Lease. Tenant shall not be entitled to conduct such an audit if any Event of Default exists
under this Lease. No subtenant shall have any right to conduct an audit except for a permitted assignee or
sublessee under Article X of this Lease occupying the entire Premises and no assignee or sublessee shall
conduct an audit for any period during which such assignee or sublessee was not in possession of the
Premises or for any period in which Tenant has conducted an audit.
VII. REAL ESTATE TAXES
Real Estate Taxes shall be defined as (i) all real property taxes and assessments levied by any public
authority against the Project; (ii) all personal property taxes levied by any public authority on personal
property of Landlord used in the management, operation, maintenance and repair of the Project, (iii) all
taxes, assessments and reassessments of every kind and nature whatsoever levied or assessed in lieu of or
in substitution for existing or additional real or personal property taxes and assessments on the Project, or
(iv) amounts necessary to be expended because of governmental orders, whether general or special,
ordinary or extraordinary, unforeseen as well as foreseen, of any kind and nature for public improvements,
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528
services, benefits or any other purposes which are assessed, levied, confirmed, imposed or become a lien
upon the Premises or Project or become payable during the Term. Further, for the purposes of this Article
VII, Real Estate Taxes shall include the reasonable expenses (including, without limitation, attorneys' fees)
incurred by Landlord in challenging or obtaining or attempting to obtain a reduction of such Real Estate
Taxes, regardless of the outcome of such challenge, and any costs 'incurred by Landlord for compliance,
review and appeal of tax liabilities. Notwithstanding the foregoing, Landlord shall have no obligation to
challenge Real Estate Taxes. If as a result of any such challenge, a tax refund is made to Landlord, then
provided no Event of Default exists under this Lease, the amount of such refund less the expenses of the
challenge shall be deducted from Real Estate Taxes due in the Calendar Year such refund is received. In
the case of any Real Estate Taxes which may be evidenced by improvement or other bonds or which may
be paid in annual or other periodic installments, Landlord shall elect to cause such bonds to be issued or
cause such assessment to be paid in installments over the maximum period permitted by law. Nothing
contained in this Lease shall require Tenant to pay any franchise, gift, estate, inheritance or
succession transfer tax of Landlord, or any income, profits or revenue tax or charge, upon the net
income of Landlord from all sources. Tenant hereby waives any and all rights to protest appraised
values or to receive notice of reappraised values regarding the Project or other property of Landlord.
Tenant shall not be responsible. -for paying any tax -.penalties incurred -as a. -result -of .Landlord's
negligence, inability or unwillingness to make payments and/or to file any income tax .or`
inforuiational.returns when due: ' Addifionally, any,real estate tax refund attHbutabWto the Tenant's
use, tithe Premises12s a governmental entity shall he 100% credited ;to Tenant's proportionate share
of the Real Estate' Tax obligation, less any documented reasonable third party costs directly
associated with (or proportionate share%of) challenging`',or`,obtaining an exemption or a reduction of
Real Estate Taxes, for the Premises,.or any portion thereof.,,
VIII. PARKING] -- -
During the Term, Tenant shall have the right in comriioWwith otli6 tenants in the Building to use
the 4Paiking Space, Allocation. (as defined in Section 1.15). All, parking rights are subject to the Rules and
Regulations (as defined in Article XVIII);, validation, key -car, sticker or other identification systems set
forth byL`andlord from time to'time. Landlord may restrict certain portions of the Parking Facilities for the
exclusive use of one or more -tenants of the -Project and may designate other areas to be used A large only
by customers and visitors of tenants of the Project. Landlord reserves the right to delegate the operation of
the Parking Facilities to a parking operator which shall be entitled to all the obligations and benefits of
Landlord under this Article VIII; provided, however, Landlord shall remain liable for claims arising
through acts or omissions of any independent operator of the Parking Facilities. Except in connection with
an assignment or sublease that is expressly permitted under this Lease, Tenant's parking rights and
privileges described herein are personal to Tenant and may not be assigned or transferred. Landlord shall
have the right to cause to be removed any vehicles of Tenant or its Agents, guests, or customers that are
parked in violation of this Lease or in violation of the Rules and Regulations of the Building, without
liability of any kind.
IX. USE AND REQUIREMENTS OF LAW
9.1 Use. The Premises will be used only for the Permitted Use. Tenant and Tenant's Agents
will not: (i) do or permit to be done in or about the Premises, nor bring to, keep or permit to be brought or
kept in the Premises, anything which is prohibited by or will in any way conflict with any law, statute,
ordinance or governmental rule or regulation which is now in force or which may be enacted or promulgated
after the Date of Lease; (ii) do or -permit anything to be done in or about the Premises which will in any
way obstruct or interfere with the rights of other tenants of the Building; (iii) do or permit anything to be
done in or about the Premises which is dangerous to persons or property; or (iv) cause, maintain or permit
any nuisance in, on or about the Premises or commit or allow to be committed any waste in, on or about
IF
529
the Premises. At its sole cost and expense, Tenant will promptly comply with (a) all laws, statutes,
ordinances and governmental rules, regulations or requirements now in force or in force after the
Commencement Date of this Lease regarding the operation of Tenant's business and the use, condition,
configuration and occupancy of the Premises (except to the extent of Landlord's obligations under Section
9_3 and Exhibit B with respect to the Tenant Work); (b) the certificate of occupancy issued for the Building
and the Premises; and (c) any recorded covenants, conditions and restrictions, if any, which affect the use,
condition, configuration and occupancy of the Premises. Tenant acknowledges that the tenant mix in the
Thyssen Building is a critical factor in determining the success or failure of the business venture, and that,
accordingly, Landlord has carefully considered, among other things, the nature of the business to be
conducted by Tenant and the consistency of Tenant's business with that of other tenants in the center.
Tenant, agrees to operate one hundred percent (100%) of the Premises during the entire term of this Lease,
unless prevented from doing so during periods when Tenant is making repairs to the Premises or because
of fire, accident, acts of God, or other Force Majeure event, and to conduct its business at all times in a high
class and reputable manner, maintaining at all times a full staff of employees. Tenant shall keep Premises
well lighted during all business hours. No auction, liquidation, going-out-of business, fire or bankruptcy
sales may be conducted in the leased Premises without the prior written consent of Landlord. Tenant agrees
'that it,will.conduct its business.in the-leased Premises in a lawful manner and.in_good faith, andmillnot-do
any act which shall injure the reputation-of the center.
i 9.2 Hazardous Materials. 'Tenant shall not bang or allow any? of Tenant's Agents, customers
or guests to bringon•the Premises or the Project, any asbestos, petroleum-or petroleum products, used oil,
explosives, toxic materials or 'substances defined as' hazardous wastes, hazardous materials or, -hazardous
substances under any 'federal, state or'local law or rI.egulation (,"Hazardous`.Materials"), exceptkfor routine
office, and janitorial• supplies used on-the Premises and stored in the usual and customary manner and
i
quantities, and in compliance with-all 'applicable environmentallaws and "regulations. In the event of any
release of Hazardous MateriaWon, fromj`under or about the Premises or the Project as the result of Tenant's
occupancy of the Premises, Landlord shall have th'e right, but not the obligation, to cause Tenant, 'at Tenant's
sole cost and expense, to clean, up, remove, remediate and repair any soil or'; groundwater contamination or
other damage of contamination in conformance with the requirements of applicable law. Tojthe extent
allowable; and further subject to the limitation on the Tenant's liability; asset forth in Section 768.28,
Florida-Statutes, Tenant shall indemnify; protect, hold harmless and. defend (by counsel •acceptable
to Landlord) Landlord, and its Agents and each of their respective successors and assigns, from and
against any and all claims, damages, penalties, fines, liabilities and cost (including reasonable
attorneys' fees and court costs) caused by or arising out of (i) a violation of the foregoing prohibitions
or (ii) the presence or release of any Hazardous Materials on, from, under or about the Premises,
Building or the Project on the part of Tenant or its Agents during Tenant's occupancy of the
Premises. Neither the written consent of Landlord to the presence of the Hazardous Materials, nor Tenant's
compliance with all laws applicable to such Hazardous Materials, shall relieve Tenant of its indemnification
obligation under this Lease. Tenant shall immediately give Landlord written notice (a) of any suspected
breach of this Section 9.2, (b) upon learning of the presence or any release of any Hazardous Materials, or
(c) upon receiving any notices from governmental agencies or other parties pertaining to Hazardous
Materials which may affect the Premises. Landlord shall have the right from time to time, but not the
obligation, to enter upon the Premises in accordance with Article XIV to conduct such inspections and
undertake such sampling and testing activities as Landlord deems necessary or desirable to determine
whether Tenant is in compliance with this provision. Landlord shall indemnify, defend and hold
harmless Tenant from and against any and all claims, damages, fines, judgments, penalties, costs,
liabilities, losses and reasonable attorneys' fees to the sole extent arising out of or in connection with
the existence of Hazardous Materials, brought on the Premises,.Building-or Project by Landlord. The
obligations of Landlord and Tenant hereunder shall survive the expiration or earlier termination, for any
reason, of this Lease.
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9.3 ADA Compliance. Notwithstanding any other statement in this Lease, the following
provisions shall govern the parties' compliance with the Americans With Disabilities Act of 1990, as
amended from time to time, Public Law 101-336; 42 U.S.C. §§12101, et seq. (the foregoing, together with
any similar state statute governing access for the disabled or handicapped collectively referred to as the
"ADA"):
(a) To the extent governmentally required as of or subsequent to the Commencement
Date of this Lease as a result of an amendment to Title III of the ADA or any regulation thereunder enacted
subsequent to the Commencement Date of this Lease, Landlord shall be responsible for compliance with
Title III of the ADA with respect to any repairs, replacements or alterations to the Common Area of the
Building, and such expense shall be included as an Operating Expense of the Building. Landlord shall
indemnify, defend and hold harmless Tenant and its Agents from all fines, suits, procedures,
penalties, claims, liability, losses, expenses and actions of every kind, and all costs associated
therewith (including, without limitation, reasonable attorneys' and consultants' fees) arising out of
or in any way connected with Landlord's failure to comply with Title III of the ADA as required
above.
M "ASSIGNMENT AND SUBLETTING v
s { 10.1 `L andlord's'Consent.
(a) ; Tenant shall not assign, transfer, mortgage or oihe'rwise encumber this Lease or
sublet,or rent (or permit a third partyto,.occupy or, use) the Premises, or any part thereof, nor shall any
assignment or transfer, of this Lease oralie right of occupancy"hereunder,be a'ffeid6d by operation of law or
otherwise, without the; priorwritten_consent of Landlord, such consent not to be unreasonably withheld. A
transfer at any one' time or from time to`,time of a' majority interest in Tenant (whether stock, partnership
interest or other formiof ownership or'coritrol) shall be deemed t6be an assignment of this Lease, unless at
the tirne of such; transfer Tenant is a6 "entity whose outstanding "stock is listed on a recognized ;security
exchatige. Within ,30 daysi following L-andlord's receipt of Tenant's request for Landlord's consent to a
proposed assignment, sublease; or other encumbrance, together withWl information required to be delivered
by Tenant pursuant to the provisions of -this Section 10.1, Landlord shall? (i) consent to such proposed
transaction; (ii) refuse such consent; or (iii) elect to terminate this Lease, in the event of an assignment, or
in the case of a sublease, terminate this Lease as to the portion of the Premises proposed to be sublet in
accordance with the provisions of Section 10.2. Any assignment, sublease or other encumbrance without
Landlord's written consent shall be voidable by Landlord and, at Landlord's election, constitute an Event of
Default hereunder. Landlord may not unreasonably delay, condition or withhold consent to assign or
sublease the Premises. Without limiting other instances in which Landlord may reasonably withhold
consent to an assignment or sublease, Landlord and Tenant acknowledge that Landlord may withhold
consent (a) if an Event of Default exists under this Lease or if an Event of Default would exist but for the
pendency of any cure periods provided under Section 20.1; or (b) if the proposed assignee or sublessee is:
a governmental entity-, a person or entity with whom Landlord has negotiated for space in the Building
during the prior 12 months; a present tenant in the Building; a person or entity whose tenancy in the Building
would not be a Permitted Use or would violate any exclusivity arrangement which Landlord has with any
other tenant, a person or entity of a character or reputation or engaged in a business which is not consistent
with the quality of the Building; or not a party of reasonable financial worth and/or financial stability in
light of the responsibilities involved under this Lease on the date consent is requested. If Tenant requests
Landlord's consent to a specific assignment or subletting, Tenant will submit in writing to Landlord: (1)
the name and address of the -proposed assignee or subtenant; (2) a -counterpart of the proposed agreement
of assignment or sublease; (3) reasonably satisfactory information as to the nature and character of the
business of the proposed assignee or subtenant, and as to the nature of its proposed use of the space; (4)
banking, financial or other credit information reasonably sufficient to enable Landlord to determine the
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531
financial responsibility and character of the proposed assignee or subtenant; (5) executed estoppel
certificates from Tenant containing such information as provided in Section 24.4; and (6) any other
information reasonably requested by Landlord.
(b) Notwithstanding that the prior express written permission of Landlord to any of
the aforesaid transactions may have been obtained, the following shall apply:
(i) In the event of an assignment, contemporaneously with the granting of
Landlord's aforesaid consent, Tenant shall cause the assignee to expressly assume in writing and agree to
perform all of the covenants, duties, and obligations of Tenant hereunder and such assignee shall be jointly
and severally liable therefore along with Tenant.
(ii) All terms and provisions of this Lease shall continue to apply after any
such transaction.
(iii) In any case where Landlord consents to an assignment, transfer,
encumbrance or subletting, the -undersigned Tenant and any Guarantor shall -nevertheless -remain directly
and primarily liable for the performance of all of the covenants, duties, and obligations of Tenant hereunder
(including, without, limitation,1tlie -obligation to pay all Rent and other sums here`iii'provid&d-to be paid),
and Landlord shall be permitted to enforce the provisions' of thi is instrument against the undersigned Tenant,
any, Guarantor and/or`any assignee without demand upon orproceeding in any way against any other person.
Neither the consent by Landlord to any assignment. transfer, encumbrance or subletting nor the collection
or acceptance by Landlord of rent from any assignee, subtenant or occupant shall be construed as a waiver
or r,'elease of the initial Tenant or any. -Guarantor from the terms and condifions.of, this Lease oi relieve
Tenant or any subtenant, assignee or, other party from obtain'inglthe consent in writing of Landlord to any
further_ assignment;' transfer;. encumbrance or subletting.--.-_.---,-, k + l
(iv) I ! Tenant hereby assigns to Landlord the cent and other sums dine from any
subtenant, assignee or other occupant of the; Premises and t'her'eby authorizes and directs each such
subtenant; assignee or other occupant to paysuch.rent or other sums directly to Landlord; provided however,
that -until -the occurrence of `an Event of Default, -Tenant shall have -the license to continue collecting such
rent and other sums. In the event that the rent due and payable by a sublessee under any such permitted
sublease (or a combination of the rent payable under such sublease plus any bonus or other consideration
therefor or incident thereto) exceeds the hereinabove provided Rent payable under this Lease, or if with
respect to a permitted assignment, permitted license, or other transfer by Tenant permitted by Landlord, the
consideration payable to Tenant by the assignee, licensee, or other transferee exceeds the Rent payable
under this Lease, then Tenant shall be bound and obligated to pay Landlord, in accordance with Section
10.3, the Net Profits (as defined in Section 10.3) and any other excess consideration within 10 days
following receipt thereof by Tenant from such sublessee, assignee, licensee, or other transferee, as the case
may be.
(v) Tenant shall pay Landlord a fee in the amount of S 1,000.00 to reimburse
Landlord for all its expenses under this Article X, including, without limitation, reasonable attorneys' fees,
in connection with any request for Landlord's consent to a sublease, assignment or deemed assignment,
whether or not Landlord consents to such request.
10.2 Landlord's Option to Recapture Premises. If Tenant proposes to assign this Lease,
Landlord may, at its option, upon written notice to Tenant given within 30 days after its receipt of Tenant's
notice of proposed assignment, together with all other necessary information, elect to recapture the Premises
and terminate this Lease. If Tenant proposes to sublease all or part of the Premises, Landlord may, at its
option upon written notice to Tenant given within 30 days after its receipt of Tenant's notice of proposed
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subletting, together with all other necessary information, elect to recapture such portion of the Premises as
Tenant proposes to sublease and upon such election by Landlord, this Lease shall terminate as to the portion
of the Premises recaptured. If a portion of the Premises is recaptured, the Rent payable under this Lease
shall be proportionately reduced based on the square footage of the Gross Rentable Square Feet retained by
Tenant and the square footage of the Gross Rentable Square Feet leased by Tenant immediately prior to
such recapture and termination, and Landlord and Tenant shall thereupon execute an amendment to this
Lease in accordance therewith. Landlord may thereafter, without limitation, lease the recaptured portion
of the Premises to the proposed assignee or subtenant without liability to Tenant. Upon any such
termination, Landlord and Tenant shall have no further obligations or liabilities to each other under this
Lease with respect to the recaptured portion of the Premises, except with respect to obligations or liabilities
which accrue or have accrued hereunder as of the date of such termination (in the same manner as if the
date of such termination were the date originally fixed for the expiration of the Term).
10.3 Net Profits to Landlord. In the event that Tenant assigns this Lease or sublets all or any
portion of the Premises during the Term, Landlord shall receive 100% of any "Net Profits" (as hereinafter
defined) received by Tenant from any such assignment or subletting. The term "Net Profits" as used herein
shall.mean such portion of the.Rent.payable by such assignee or subtenant in excess -of theRent.payable.by
Tenant under this, Lease (or.pro rata portion thereof in. ff a event of a subletting) for; the corresponding
period;,- after deducting from such -'excess Rent all of Tenant's documented'i-easonable -third- party costs
associated with sucli,assignment or subletting, including; without limitation, broker commissions, attorney
fees and any costsineurred by Tenant to prepare or alter the Premises, or portion thereof, for the assignee
or sublessee. ; r
10.4 Transfers to Related Entities. Notwithstanding, anything rn this Article X to the contrary,
provided no Event of Default exists under this Lease or would exist but for the -pendency of any cure periods
provided for under'Section 20.1, Tenant'inay, without-Landlord's'consent, but after providing writtdn notice
to Landlord and subject to the'. provision's of Section 10.1MU-0 , assign this Lease or sublet all or any
portion of the Premises to any Related''lEntity (as -hereinafter defined) provided that (i) such Related Entity
is not u governmental entity or agency; (ii) such4Related Entity s use ;of ithe Premises would not cause
-L :. f
Landlord-to�be in -violation of any exclusivity agreement within the Project;', and (iii) the tangible net worth
(computed -in -accordance with generally. -accepted accounting principles exclusive of goodwill) of any
assignee after such transfer is greater than or equal to the greater of (a) the tangible net worth of Tenant as
of the Date of Lease; or (b) the tangible net worth of Tenant immediately prior to such transfer, and proof
satisfactory to Landlord that such tangible net worth standards have been met shall have been delivered to
Landlord at least 10 days prior to the effective date of any such transaction. "Related Entity" shall be defined
as any parent company, subsidiary, affiliate or related corporate entity of Tenant that controls, is controlled
by, or is under common control with Tenant.
XI. MAINTENANCE AND REPAIR
11.1 Landlord's Obligation. Landlord will maintain, repair and restore in reasonably good order
and condition (i) the Common Area; (ii) the mechanical and plumbing systems; (iii) the structure of the
Building (including roof, exterior walls and foundation); (iv) exterior windows of the Building; and (v)
Building standard lighting. The cost of such maintenance and. repairs to the Project shall be included in the
Operating Expenses and paid by Tenant as provided in Article VI; provided, however, Tenant shall bear
the full cost of any maintenance, repair or restoration necessitated by the negligence or willful misconduct
of Tenant or its Agents. Tenant waives all rights to make repairs -at the expense of Landlord, to deduct
the cost of such repairs from any payment owed to Landlord under this Lease, to claim a lien against
the Rent, the Project or Landlord's property, or to vacate the Premises.
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11.2 Tenant's Obligation. Subject to Landlord's express obligations set forth in Section 11.1,
Tenant, at its expense, shall maintain the Premises, including without limitation the fixtures therein, in good
condition and repair, reasonable wear and tear and casualty governed by the provisions of Article XIX
excepted. Tenant's obligation shall include without limitation the obligation to maintain and repair all (i)
interior walls; (ii) floor coverings; (iii) ceilings; (iv) doors; (v) entrances to the Premises; (vi) HVAC
systems servicing the Premises; (vii) the electrical system servicing the Premises, including the installation
of a new electrical meter; and (viii) private restrooms and kitchens, including hot water heaters, plumbing
and similar facilities serving Tenant exclusively. Tenant will promptly advise Landlord of any damage to
the Premises or the Building. All damage or injury to the Premises (excluding Tenant's equipment, personal
property and trade fixtures) may be repaired, restored or replaced by Landlord, at the expense of Tenant,
and such expense will be collectible as Additional Rent and will be paid by Tenant upon demand. If Tenant
fails to make any repairs to the Premises for more than 30 days after notice from Landlord (although notice
shall not be required in the event of an emergency as defined in Article XIV), Landlord may, at its option,
cause all required maintenance or repairs, restorations or replacements to be made and Tenant shall pay
Landlord pursuant to this Section 11.2.
XII..INITIAL CONSTRUCTION; ALTERATIONS
t -12.-1 • , Initial Construction:- Landlord and Tenant agree that the con9tnicti6n of any Tenant Wofk
shall be performed by Tenant'in accordance with and �as,rdefined in Exhibit B. Subject to the construction
of the Tenant Work, Landlord'shalI have no obligations�whaisoever to construct any improvements to the
PreiniSes and Tenant accepts the Premises "AS ;IS", "WHERE IS';' and "WITH ANY AND ALL
FAULTS", and Landlord neither makes nor has.made any representations or warranties„:express or
implied, with respect, to the quality,,suitability or fitness`thereof of the Premises, or the condition or
repai , thereof. Tenant taking possession of the Premises shall be conclusive evidence for all purposes
of Tenant's acceptance of `;the Premises in good order and satisfactoryjcondition, and in a state and
condition satisfactory, acceptable and'suitable'.for.Tenant's use pursuant to this Lease.
- - r
12.2 ..'Installing and Operatin''g Tenant's Equipment. 'Without :first obtaining the written: consent
of Landlord, Tenant shall not install or operate' in'the Premises' (j) `any electrically operated equipment or
other..machinery` , other than standard o�ce_equipriment that does not i•equire.wiring, cooling or other service
in excess of Building standards; (ii) any equipment of any kind or nature whatsoever which will require any
changes, replacements or additions to, or changes in the use of, any water, heating, plumbing, air
conditioning or electrical system of the Premises or the Building; or (iii) any equipment which exceeds the
electrical or floor load capacity per square foot for the Premises and the Building. Landlord's consent to
such installation or operation may be conditioned upon the payment by Tenant of additional compensation
for any excess consumption of utilities and any additional power, wiring, cooling or other service that may
result from such equipment. Machines and equipment which cause noise or vibration that may be
transmitted to the structure of the Building or to any space therein so as to be objectionable to Landlord or
any other Building tenant shall be installed and maintained by Tenant, at its expense, on vibration
eliminators or other devices sufficient to eliminate such noise and vibration. Tenant and Tenant's
telecommunications companies, including but not limited to, local exchange telecommunications
companies and alternative access vendor services companies, shall have no right of access to the Building
for the installation and operation of telecommunications systems, including but not limited to, voice, video,
data, and any other telecommunications services provided over wire, fiber optic, microwave, wireless, and
any other transmission systems, for part or all of Tenant's telecommunications within the Building without
Landlord's prior written consent, such consent not to be unreasonably withheld.
12.3 Alterations. Tenant shall not make or permit any alterations, decorations, additions or
improvements of any kind or nature to the Premises or the Project, whether structural or nonstructural,
interior, exterior or otherwise ("Alterations") without the prior written consent of Landlord, said consent
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not to be unreasonably withheld or delayed. Landlord may impose any reasonable conditions to its consent,
including, without limitation: (i) prior approval of the plans and specifications and contractor(s) with respect
to the Alterations (provided that the contractors will be subject to Landlord's prior written consent, which
consent shall not be unreasonably withheld or delayed); (ii) supervision by Landlord's representative of the
Alterations; (iii) proof of contractor's worker's compensation insurance and commercial general liability
insurance in such amounts and meeting such requirements as reasonably requested by Landlord; (iv)
delivery to Landlord of written and unconditional waivers of mechanic's and materialmen's liens as to the
Project for all work, labor and services to be performed and materials to be furnished, signed by all
contractors, subcontractors, materialmen and laborers participating in the Alterations; (v) delivery of
permits, certificates of occupancy, "as -built" plans, and equipment manuals; and (vi) any security for
performance or payment that is reasonably required by Landlord. The Alterations shall conform to the
requirements of federal, state and local governments having jurisdiction over the Premises, including,
without limitation, the ADA, the OSHA General Industry Standard (29 C.F.R. Section 1910.1001, et seq.),
and the OSHA Construction Standard (29 C.F.R. Section 1926.1001, et seq.) and shall be performed in
accordance with the terms and provisions of this Lease and in a good and workmanlike manner using
material of a quality that is at least equal to the quality designated by Landlord as the minimum standard
for the Building. All computer, telecommunications or other cabling, wiring and. associated. appurtenances
(collectively, "Cabling") installed by Tenant inside ariy of the interior walls of the; Premises, above the
ceifing'-of fhe-Premises, in any portion.of the ceiling plenum above or below, the Premises, or in any portion
of the Common Areas of the Building,''including but tiotilimited to any of the shafts or utility rooms of the
Building, shall be,clearly labeled or otherwise identified as having beet' installed by Tenant. All;Cabling
insfalled by Tenant shall comply with ttie requirements sof the National Electric Code and any other
applicable fire and:safety codes: Landlord may designate reasonable rules; regulations and procedures for
the performance of, work in;'the Building and, to the extent reasonably necessary to avoid disruption to the
occupants of the Building, shall`have the right to designate the !time when Alterations may be 'performed.
If the Alterations are not pe;fopned as herein required,-Landlord'shall hav6.the right, at Landlord's option,
to halt any further Alterations, or to require Tenant to;perform'fthe Alterations as herein required or to
require Tenant to return the Premises,, to . its condition before such Alterations. All or any part of the
Alterations, whether made with or without the consent of Landlord; shall; atjthe election of Landlord, either
be removed by. Tenant at its expense before the expiration of the Term or- shall remain upon the Premises
and be. surrendered therewith at the Expiration Date or earlier termination of this Lease as the property of
Landlord without disturbance, molestation or injury; provided, Tenant shall remove all Cabling installed
by Tenant anywhere in the Premises or the Building to the point of the origin of such Cabling. If required
by Tenant, Landlord's election shall be made at the time Landlord approves installation of such Alterations.
If Landlord requires the removal of all or part of the Alterations, Tenant, at its expense, shall repair any
damage to the Premises or the Project caused by such removal and restore the Premises and the Building to
its condition prior to the construction of such Alterations, reasonable wear and tear excepted. If Tenant
fails to remove the Alterations upon Landlord's request and repair and restore the Premises and Project,
then Landlord may (but shall not be obligated to) remove, repair and restore the same and the cost of such
removal, repair and restoration together with any and all damages which Landlord may suffer and sustain
by reason of the failure of Tenant to remove, repair and restore the same, shall be charged to Tenant and
paid upon demand. Notwithstanding the foregoing, Tenant may remove any trade fixtures, business
equipment, personal property and furniture provided that no Event of Default exists under this Lease and
Tenant repairs any damage to the Premises resulting from the removal of such items and restores the
Premises to its condition prior to the installation of such items, reasonable wear and tear excepted.
12.4 Mechanics' Liens.
(a) Tenant will pay or cause to be paid all costs and charges for: (i) work done by
Tenant or caused to be done by Tenant, in or to the Premises; and (ii) materials furnished for or in connection
with such work. If any such lien, at any time, is filed against the Premises, or any part of the Project,
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Tenant will cause such lien to be discharged of record within 10 days after the filing of such lien, except
that if Tenant desires to contest such lien, it will furnish Landlord, within such 10 -day period, a bond or
other security reasonably satisfactory to Landlord of at least 150% of the amount of the claim. If a final
judgment establishing the validity or existence of a lien for any amount is entered, Tenant will immediately
pay and satisfy the same. If Tenant fails to pay any charge for which a mechanic's lien has been filed, and
has not given Landlord a bond or other security as described above, Landlord may, at its option, pay such
charge and related costs and interest, and the amount so paid, together with attorneys' fees incurred in
connection with such lien, will be immediately due from Tenant to Landlord as Additional Rent. If Tenant
receives notice that a lien has been or is about to be filed against the Premises or any part of the Project or
any action affecting title to the Project has been commenced on account of work done by or for or materials
furnished to or for Tenant, it will immediately give Landlord written notice of such notice. At least 15 days
prior to the commencement of any work (including, but not limited to, any maintenance, repairs or
Alteration) in or to the Premises, by or for Tenant, Tenant will give Landlord written notice of the proposed
work and the names and addresses of the persons supplying labor and materials for the proposed work.
(b) NOTHING IN THIS LEASE SHALL BE DEEMED TO BE, OR CONSTRUED
IN ANY WAY AS CONSTITUTING, THE CONSENT:OR REQUEST OE LANDLORD,..EXPRESSED
OR; IMPLIED,. -BY INFERENCE.OR--OTHERWISE,?ITO'�ANY PERSON, FIRM OR CORPORATION
FOR THE -PERFORMANCE OF ANY LABOR OR +THE FURNISHINGa OF -ANY MATERIALS -FOR
ANY .CONSTRUCTION, REBUILDING,ALTERATION-OR REPAIRROF OR TO THE PREMISES OR
ANY PART THEREOF, NOR AS GIVING TENANT ANY RIGHT; POWER OR. AUTHORITY TO
CONTRACT FOR OR PERMIT THE,�'RENDERIN1G OF ANY SERVICES OR THE FURNISHING OF
ANY MATERIALS WHICH MIGHT IN%ANY WAYfGIVE RISE TO THE RIGHT TO FILE ANY LIEN
AGAINST THE BUILDING; PROJECT, LAND, PREMISES. OR LANDLORD'S INTEREST THEREIN.
TENANT SHALL NOTIFY ANY CONTRACTOR PERFORMING ANY;CONSTRUCTION;WORK IN
THE PREMISES ONIBEHALF OF TENANT THAT-THI&LEASE SPECIFICALLY PROVIDES THAT
THE INTERESTS OF LANDLORD IN THE BUILDING, PROJECT, LAND, AND PREMISES' ,SHALL
NOT BE SUBJECTTO LIENS FOR IMPROVEMENTS MADE BY TENANT, AND NO MECHANIC'S
LIEN OR OTHER LIEN .-FOR ANY" SUCK LABOR, SERVICES; MATERIALS, SUPPLIES,
MACHINERY, FIXTURES OR EQUIPMENT SHALL ATTACH TO DR AFFECT THE ESTATE OR
INTEREST -OF LANDLORD. IN AND TO�THEfBUILDING, PROJECT,..LAND, PREMISES,_OR ANY
PORTION THEREOF. IN ADDITION, LANDLORD SHALL HAVE THE RIGHT TO POST AND
KEEP POSTED AT ALL TIMES ON THE PREMISES ANY NOTICES THAT MAY BE REQUIRED
OR ADVISABLE FOR THE PROTECTION OF LANDLORD AND THE BUILDING, PROJECT,
LAND, OR PREMISES FROM ANY SUCH LIEN. TENANT AGREES TO PROMPTLY EXECUTE
SUCH INSTRUMENTS IN RECORDABLE FORM IN ACCORDANCE WITH THE TERMS AND
PROVISIONS OF FLORIDA STATUTES, SECTION 713.10.
XIII. SIGNS AND EXTERIOR APPEARANCE
The exclusive reasonable right is reserved by the Landlord to control the exterior appearance of the
entire Premises, including, but not limited to all signs, decoration, lettering and advertising visible from the
exterior of the building, (including those on the interior or on windows or doors), shades, awnings, window
coverings, exterior or interior lights, antennae, canopies, or anything whatsoever affecting the visual
appearance of the building. Tenant will not place or cause to be placed or maintained any item of any kind
on or in any of the Premises affecting the exterior appearance of the building or common areas without first
obtaining Landlord's written approval and consent. Tenant further agrees to maintain any said items as
may be approved in good condition and repair at all times.
Except as expressly provided for in this Article XIII, no sign, advertisement or notice shall be
inscribed, painted, affixed, placed or otherwise displayed by Tenant on any part of the Project or the outside
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or the inside (to the extent visible from the exterior of the Premises or Building) of the Building or the
Premises. Landlord shall provide, at Landlord's expense, a listing on the directory in the lobby of the
Building listing all Building tenants. Landlord also shall, at Tenant's expense, place the suite number and/or
Tenant name on or in the immediate vicinity of the entry door to the Premises using Building standard sign
material and lettering. If any prohibited sign, advertisement or notice is nevertheless exhibited by Tenant,
Landlord shall have the right to remove the same, and Tenant shall pay upon demand any and all expenses
incurred by Landlord in such removal, together with interest thereon at the Interest Rate from the demand
date.
XIV. RIGHT OF ENTRY
Tenant shall permit Landlord or its Agents to enter the Premises without charge therefor to
Landlord and without diminution of Rent or claim of constructive eviction: (i) to clean, inspect and protect
the Premises and the Building; (ii) to make such alterations and repairs to the Premises or any portion of
the Building, including other tenants' premises, which Landlord determines to be reasonably necessary;
(iii) to exhibit the same to prospective purchaser(s) of Landlord or the Building, or to present or future
Mortgagees;.or (iv) to exhibit.; the_ same to prospective tenants during the last_12_months _of_the.Term.
Landlord will endeavor to minimize, as reasonably practicable, any interference with Tenant's business and
shall pir6vide-Tenant with ataeast 24'hour's, of prior writtewnotice of entry into the Premises -(which may be
given via e-mail`or text message), except �iin the event of an apparent emergency condition arising within or
affecting the Premises or Building and which Landlord'�reasonably believes endangers or threatens to
endanger property or the safety of individuals. ;
XV. INSURANCE",
i Tenant self-insures'and shall-,pt0ide Landlord -with a self-insurance letter confirming Thai Tenant
is liability and workers' compensation. insurance is provided thfough Tenant's self-insurance!'fund. The
letter shall also reflect that, in compliance with and subject to limitations of Florida Statutes Sections 768.28
and 440.09,provisions are made by Tenant to process any claims that may arise.
XVI. SERVICES AND UTILITIES' .
16.1 Ordinary Services to the Premises. Landlord shall furnish to the Premises throughout the
Term so long as the Premises are occupied: (i) reasonable janitorial service for the common areas of the
Building (see section 16.2(a), below); (ii) reasonable use of all existing basic intra -Building telephone and
network cabling; (iii) hot and cold water from points of supply; (iv) restrooms; (v) elevator service, provided
that Landlord shall have the right to remove such elevators from service as may reasonably be required for
moving freight or for servicing or maintaining the elevators or the Building; and (vi) Building standard
lighting and other customary business equipment to be determined at Landlord's sole discretion; The cost
of all services provided by Landlord hereunder shall be included within Operating Expenses, unless charged
directly (and not as a part of Operating Expenses) to Tenant or another tenant of the Building. Landlord
may establish reasonable measures to conserve energy and water. It is expressly understood that Landlord
will not be providing HVAC (heating, venting, and air-conditioning) services to the Premises and the
HVAC system, installation, and maintenance will be provided by Tenant at its sole cost and expense as part
of Tenant's Work and Landlord is expressly relieved of any obligation to provide an HVAC system or air-
conditioning or heating services to the Premises. Tenant shall also be responsible for providing a separate
electric meter to the Premises to which the Tenant provided HVAC system will be connected. It shall be
the Tenant's obligation to repair and maintain such HVAC system and Tenant must provide to Landlord
within 30 days of the Commencement Date an air-conditioning and heating maintenance contract or with
other proof that an. air-conditioning and heating maintenance contract is in full force and effect. All repairs
to the HVAC system shall be by Tenant at its sole cost and expense. At the termination of this Lease for
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any reason, including any renewal thereof, the HVAC system provided by Tenant will become the property
of Landlord and is not to be removed, altered, or disassembled. Additionally, it is expressly understood that
Landlord will also not be providing electricity to the Premises, but rather, Tenant, at its sole costs and
expense, will arrange for a new electrical panel, meter, and other connectivity it requires for its permitted
use directly with the utility provider. Accordingly, the parties agree that Landlord shall have no obligation
or liability whatsoever for the HVAC or electricity services in the Premises and Tenant hereby releases
Landlord from any such liability. Notwithstanding anything to the contrary, Landlord will provide for
Tenant's use in obtaining -and providing an HVAC system, HVAC units capable of providing up to 7 tons
at no cost to Tenant. Said units are in storage and can be made available for Tenant's use upon reasonable
notice to Landlord. All other facets of the HVAC system are the sole responsibility of Tenant.
Notwithstanding anything else contained in this Lease to the contrary, in the case of an Event of Force
Majeure event or other event outside of Landlord's control, which causes the electricity in the Premises to
become unavailable, Landlord shall have the right, at any time and from time to time, to cause one or more
utilities (including, without limitation, lighting systems servicing the Leased Premises and/or the Thyssen
Building or any portion thereof) to be furnished by mechanics of an on-site or off-site energy system and/or
to provide_some other altemativezenergy system (whether..so-called "total, energy -"or otherwise) in -lieu -of
the: direct famishing of the same to Tenant and other. occupants of the Thyssen Building from the
appropriate utility company ;and'TeriantAg, rees in any such case, to accept any "succi utility service from "such
alternative service in` lieu of'the appropriate company directly and to pay Landlord and/or such' alternative
source or other designee and Landlord shall determinelall costs and charges therefore, provided; that the
same.'shall not result in any additional cost,or expense for such`}service to7enant over and above that which
it would pay if it purchasedisame directly"from the appropriate -utility company; and, provided further, that
same is in compliance with all laws;f regulations, ordinances and other governmental requirements.
Landlord shall have no liabilityto Tenant for disruption of any'utility services; and -in no event shall such
disruption constitute- constructive eviction or entitle, Tenant'. to;`an abatement of rents or other 'charges,
provided the disruption is not attributable,+ to Landlords acts or omissions..
_
16.2 ,'Additional Services. Should Tenant desire anyadditional services beyond those described
in See6on-16.1, ora rendition of any of'such services outside the normal•times for providing such' service,
Landlord. may -(at Landlord's option), upon reasonable advance' -notice from Tenant to Landlord; furnish
such services, and Tenant agrees to pay Landlord upon demand Landlord's additional expenses resulting
therefrom. Landlord may, from time to time during the Term, set a charge for such additional services, or
a per hour charge for additional or after hours service which shall include the utility, service, labor, and
administrative costs and a cost for depreciation of the equipment used to provide such additional or after
hours service.
16.2(a) Cleaning Services. Landlord will engage a cleaning service for the Thyssen Building
which shall be responsible for maintaining the cleanliness of the common areas, which cost shall be
included in the Operating Expenses. Because of the disruption that is caused by various cleaning services
entering and exiting the various leased premises in the Building, Tenant shall separately engage the same
cleaning service to clean the Premises. Tenant shall be invoiced directly by the Thyssen Building's
Janitorial Service and shall pay for its services directly. Tenant shall be permitted to engage any other
Janitorial Service with Landlord's prior written consent, which will not unreasonably be withheld.
Furthermore, landlord shall have no liability to Tenant in the event of any loss arising from the using of
another cleaning service. Landlord agrees that any janitorial company procured by Tenant for other
properties owned by Tenant will be acceptable to the Landlord.
16.3 Interruption of Utilities or Services. Landlord will not be liable to Tenant or any other
person for direct or consequential damages (including, without limitation, damages to persons or property
or for injury to, or interruption of, business), Tenant shall not be entitled to any abatement or reduction of
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rent except as expressly set forth in this Section 16.3, nor shall a constructive eviction exist or shall Tenant
be released from any of Tenant's obligations under this Lease (a) for any failure to supply any heat, air
conditioning, elevator, cleaning, lighting or security or for any surges or interruptions of electricity,
telecommunications or other service Landlord has agreed to supply during any period when Landlord uses
reasonable diligence to supply such services; (b) as a result of the admission to or exclusion from the
Building or Project of any person; or (c) for any discontinuance permitted under this Article XVI. Landlord
reserves the right temporarily to discontinue the services set forth in the foregoing sentence, or any of them,
at such times as may be necessary by reason of accident, repairs, alterations or improvement, strikes,
lockouts, riots, acts of God, governmental preemption in connection with a national or local emergency,
any rule, order or regulation of any governmental agency; conditions of supply and demand which make
any product unavailable, Landlord's compliance with any mandatory or voluntary governmental energy
conservation or environmental protection program, or any other happening beyond the control of Landlord.
In the event of invasion, mob, riot, public excitement or other circumstances rendering such action advisable
in Landlord's reasonable opinion, Landlord will have the right to prevent access to the Building or Project
during the continuance of the same by such means as Landlord, in its reasonable discretion may deem
appropriate, including, without limitation, locking doors and closing Parking Facilities and the Common
Areas._.Notwithstanding the foregoing, in the event of any failure to furnish,_or,any_stoppage of, -the
following specified services for a period in excess of f ve ,consecutive days, and. if (a) such interruption is
restricted to the Building and is not -'a -:neighborhood blackout or caused by air Event"of Force Majeure; (b)
such failure to furnish or stoppage is caused by the gross negligence or willful misconduct of Landlord or
by the failure of Landlord to commence and diligently pursue repairs for";which Landlord is responsible
under `this Lease; '(c)';such ,interruption results in the becoming untenantable; and :(d) Tenant
actually ceases to occupy the Premises asia result thereof, Tenant shall be entitled to an abatemenf of Rent
whichishall commence on the sixth day'(and shall note be retroactive) arid shall continue for the remainder
of the period of such failure:!to; furnish or stoppage pof such specified services: - A94sed in this Section 16.3,
the specified servicesy are electricity(including total -energy -other alternate form of temporary energy
system or electric service, other than the service provided by the'utility company; which is not continuously
maintained for the entirety of the daily hours of operation for Tenant), water, natural gas and sewer service.
16A.. Meters. Each premise iii the Building that is or will,'be leased by Landlord for the exclusive
use of a tenant contains a separate meter to measure electricity usage. Electricity related expenses -incurred
by Tenant will be separately metered, billed and charged to Tenant. Electricity usage for the remainder of
the Building, including but not limited to the Common Areas, will be metered, billed and charged as
Operating Expenses.
16.5 Utility Charges. All utility service used by Tenant in the Premises will be included with
the Operating Expenses, unless metered, billed and charged directly to Tenant.
16.6 After Hours HVAC Services to the Premises: As Landlord is not providing HVAC services
or electrical services to the Premises, any after-hours HVAC services to the Premises is unrelated to
Landlord and not within Landlord's control.
XVII. LIABILITY OF LANDLORD
17.1 Indemnification. Except to the extent caused by the gross negligence or willful.
misconduct of Landlord, its Agents or Mortgagee, Tenant will neither hold nor attempt to hold Landlord,
its Agents or. Mortgagee liable for, and. to the -extent allowable, and further subject to the limitation on the
Tenant's liability, as set forth in Section 768.28, Florida Statutes, Tenant will indemnify, hold harmless and
defend. (with counsel reasonably acceptable to Landlord) Landlord, its Agents and Mortgagee, from and
against, any and all demands, claims, causes of action, fines, penalties, damages, liabilities, judgments, and
21
539
expenses (including, without limitation, reasonable attorneys' fees) incurred in connection with or arising
from (i) the use or occupancy or manner of use or occupancy of the Premises or the Common Areas by
Tenant or its Agents; (ii) any activity, work or thing done, permitted or suffered by Tenant or its Agents in
or about the Premises or the Building; (iii) any acts, omissions or negligence of Tenant or its Agents; (iv)
any breach, violation or nonperformance by Tenant or its Agents of any term, covenant or provision of this
Lease or any law, ordinance or governmental requirement of any kind; and (v) any injury or damage to the
person, property or business of Tenant or its Agents, including, without limitation, to vehicles (or the
contents thereof) of Tenant or Tenant's Agents that are parked in the Parking Facilities, whether incurred
in connection with the removal of any vehicles of Tenant or its Agents that are parked in violation of this
Lease, the Rules and Regulations or otherwise.
17.2 Waiver and Release. Except to the extent caused by the gross negligence or willful
misconduct of Landlord, its Agents and Mortgagee, Tenant covenants and agrees that Landlord, its Agents
and Mortgagee will not at any time or to any extent whatsoever be liable, responsible or in any way
accountable for any loss, injury, death or damage (including consequential damages) to persons, property
or Tenant's business occasioned by (i) any act or omission of Landlord or its Agent; (ii) any acts or
omissions,. including theft, of -or- by any other tenant, occupant, guest or, visitor of -the Building; (iii) any
casualty, explosion, falling ;plaster or other masonry oi" glass, steam, gas, electricity; water or rain which
may leak- from: ahy part of the Building: or from the pipes, appliances or plumbing -works therein, or from
the'roof, street or'stibsurface or from any`other place, or';re§ulting from dampness; or (iv) the; parking of
vehicles by Tenant or Tenant's Agents in the Parking Facilities, including, without limitation, when
incurred in connection with the' removal of any vehiclesrof Tenant or its Agents, that are parked in violation
of this; Lease or the Rules and Regulations or otherwise. Tenant agrees to give prompt notice to Landlord
upon the occurrence of anytof the events set forth in this Section 17.2 of of'defects in the Premises or the
Building, or in the fixtures or equipment.
t 17.3 Survival. The covenants, agreements and indemnification obligations under this' Article
XVII will survive the expiration or earlier, termination of this Lease. Tenant's covenants, agreements and
indemnification`obligationsare not intended to and will not relieve any insurance carrier of its obligations
under policies required to be carried by Teriant,.pursuant to the provisions of this Lease. a
XVIII. RULES AND REGULATIONS
Tenant and its Agents shall at all times abide by and observe the Rules and Regulations set forth in
Exhibit C and any amendments thereto that may reasonably be promulgated from time to time by Landlord
for the operation and maintenance of the Project and the Rules and Regulations shall be deemed to be
covenants of this Lease to be performed and/or observed by Tenant. Nothing contained in this Lease shall
be construed to impose upon Landlord any duty or obligation to enforce the Rules and Regulations, or the
terms or provisions contained in any other lease, against any other tenant of the Project. Landlord shall not
be liable to Tenant for any violation by any party of the Rules and Regulations or the terms of any other
Building lease. If there is any inconsistency between this Lease (other than Exhibit C) and the then current
Rules and Regulations, this Lease shall govern.
XIX. DAMAGE; CONDEMNATION
19.1 Damage to the Premises. If the Premises or the Building shall be damaged by fire or other
casualty, Landlord shall diligently and as soon as practicable after such damage occurs (taking into account
the time necessary to effect a. satisfactory settlement with any insurance company involved) repair such
damage at the expense of Landlord; provided, however, that Landlord's obligation to repair such damage
shall not exceed the proceeds of insurance available to Landlord (reduced by any proceeds retained pursuant
to the rights of Mortgagee). Notwithstanding the foregoing, if the Premises or the Building are damaged
22
540
by fire or other casualty to such an extent that, in Landlord's reasonable judgment, the damage cannot be
substantially repaired within 270 days after the date of such damage, or if the Premises are substantially
damaged during the last Lease Year, then: (i) Landlord may terminate this Lease as of the date of such
damage by written notice to Tenant within 120 days after the date of damage; or (ii) Tenant may terminate
this Lease as of the date of such damage by written notice to Landlord within 60 days after (a) Landlord's
delivery of a notice that the repairs cannot be made within such 270 -day period (Landlord shall use
reasonable efforts to deliver to Tenant such notice within 60 days of the date of such damage or casualty);
or (b) the date of damage, in the event the damage occurs during the last .year of this Lease. Without
limitation to the foregoing, if the Premises or the Building are damaged by fire or other casualty and
Landlord's reasonable estimate of the cost to repair such damage exceeds the proceeds of insurance
available to Landlord (reduced by any proceeds retained pursuant to the rights of Mortgagee) or no such
proceeds are available to Landlord, then Landlord shall not be obligated to incur expenses in excess of such
insurance proceeds to repair such damage and may terminate this Lease as of the date of such damage by
written notice to Tenant. Rent shall be apportioned and paid to the date of such damage.
During the period that Tenant is deprived of the use of the damaged portion of the Premises, Basic Rent
and,Tenant's_Proportionate Share -shall be reduced by the -ratio that the Gross.Rentable Square.Footage-of
the Premises damaged bears: to the total Gross Rentable ,Square Footage of the Premises before such
dam' age._ -Notwithstanding the foregoing, in the event that; during the, 120 -day period" after-the-date"of
damage, Tenant',, -,in Tenant's 'reasonable discretion, determines that Tenant has not been able to use 50% or
more of the Premises during such 120; day period, Tenant shall be entitled to terminate the Lease upon
written notice to Landlord within 180 days from the of damage. All injury or damage to the Premises
or the Building resulting from th_e n_ egligeiice or willfulimisconduct of Tenant or its Agents shall be repaired
by Landlord, at Tenant's expense, subject to the waivers in Section 15.5; andRent shall not abate nor shall
Tenant be entitled to•temunate this -Lease. Notwithstanding anything herem-to the -contrary, Landlord shall
notibeirequired to rebuild, replace, oT,,repair any of the, following: (i) specialized Tenant improvements as
reasonably determined by Landlord; (ii) Alterations; or (iii).personal property of Tenant. 1,
19.2 ,.'Condemnation. If any portion of the Building or land upon which the Building is!located,
shall betaken or condemned by any govennmenial,or quasi -governmental authority for any public or quasi -
public use-onpurpose (including, without -limitation, sale under threat of such a taking), then Landlord, at
is election and in its sole and absolute business discretion judgment, and notwithstanding other provisions
herein contained to the contrary, shall have the option to terminate the Lease as of the date when title vests
in such governmental or quasi -governmental authority, and Rent shall be prorated to the date when title
vests in such governmental or quasi -governmental authority. Tenant shall have no claim against Landlord
(or otherwise) as a result of such taking, and Tenant hereby agrees to make no claim against Landlord or
the condemning authority for any portion of the amount that may be awarded as compensation or damages
as a result of such taking; provided, however, that Tenant may, to the extent allowed by law, claim an award
for moving expenses and for the taking of any of Tenant's property (other than its leasehold interest in the
Premises) which does not, under the terms of this Lease, become the property of Landlord at the termination
hereof, as long as such claim is separate and distinct from any claim of Landlord and does not diminish
Landlord's award. Tenant hereby assigns to Landlord any right and interest it may have in any award for
its leasehold interest in the Premises.
XX. DEFAULT OF TENANT
20.1 Events of Default. Each of the following shall constitute an Event of Default: (i) Tenant
-fails to pay Rent within ten (10) days after written notice from Landlord;, (ii) Tenant fails to observe or
perform any other term, condition or covenant herein binding upon or obligating Tenant within 30 days
after notice from Landlord; provided, however, that if Landlord reasonably determines that such failure
cannot be cured within said 10 -day period, then Landlord may in its reasonable discretion extend the period
23
541
to cure the default for up to an additional 60 days provided Tenant has commenced to cure the default within
the 30 -day period and diligently pursues such cure to completion); (iii) Tenant Abandons or vacates the
Premises or fails to take occupancy of the Premises within 90 days after the Commencement Date (even
though Tenant continues to pay Rent); (iv) Tenant fails to execute and return a subordination agreement or
estoppel within the time periods provided for in Article XXI or Section 24.4, following receipt by Tenant
of an additional 30 day written notice to cure; (v) Tenant or any Guarantor makes or consents to a general
assignment for the benefit of creditors or a common law composition of creditors, or a receiver of the
Premises for all or substantially all of Tenant's or Guarantor's assets is appointed; (vi) Tenant or Guarantor
hereafter files a voluntary petition in any bankruptcy or insolvency proceeding, or an involuntary petition
in any bankruptcy or insolvency proceeding is filed against Tenant or Guarantor and is not discharged by
Tenant or Guarantor within 60 days; (vii) Tenant fails to immediately remedy or discontinue any hazardous
conditions which Tenant has created or permitted in violation of law or of this Lease during the Term of
this Lease; (; and (viii) a receiver is appointed to take charge of any of Tenant's assets.
"Abandonment" or "Abandons" hereunder shall be deemed to include, but shall not be limited to, either (a)
any vacancy of the leased Premises by Tenant for thirty (30) consecutive days without Landlord's prior
written -consent, excluding any -vacancy caused by an Event, of Force Majeure -or during times when Tenant
is performing repairs to the ?remises or,(b) non -operation of the Tenant's business in the leased Premises
for period of,thiity (30) consecutive days without L'andlord's prior written consent, which shall not be
unreasonably withheld, excluding any periods of non -operation due to an Event of Force Majeure or during
times when Tenant is',performing repairs :to the Premises. +
?. 20.2 Landl'ord's kem_ed_ ies:` Upon the occurrence -of -an Event of Default, Landlord, at its option,
without further notice or demaind to Tenant, may, in addition to all other rights'and,remedies provided in
this Lease, at law or in equity;, elect.one, or more of the following remedies: `-
Terminate this Lease, or terminate_ Tenant's right! of possession to the Premises
without terminating this Lease; and with or without reentering aiid repossessing the Premises.' Upon any
termination of.:t6is Lease, or upon any 'termination of Tenant's right of possession without termination of
this Lease, Tenant`shall surrender possession and vacate the Premises immediately, and deliver, possession
thereof to Landlord. If Tenant fails to surrender possession and vacate the'Premises, Landlord and.its Agents
shall have full and free license to enter into and upon the Premises with process of law for the purpose of
repossessing the Premises, removing Tenant and removing, storing or disposing of any and all Alterations,
signs, personal property, equipment and other property therefrom. Landlord may take these actions without
(i) being deemed guilty of trespass, eviction or forcible entry or detainer, (ii) incurring any liability for any
damage resulting therefrom, for which Tenant hereby waives any right to claim, (iii) terminating this Lease
(unless Landlord intends to do so), (iv) releasing Tenant or any Guarantor, in whole or in part, from any
obligation under this Lease or any Guaranty thereof, including, without limitation, the obligation to pay
Rent or Damages (as defined herein) or (v) relinquishing any other right given to Landlord hereunder or by
operation of law. "Damages" shall mean all actual damages, court costs, interest and attorneys' fees arising
from Tenant's breach of the Lease, including, without limitation, (i) reletting costs, including, without
limitation, the cost of restoring the Premises to the condition necessary to rent the Premises at the prevailing
market rate, normal wear and tear excepted (including, without limitation, cleaning, decorating, repair and
remodeling costs), brokerage fees, legal fees, advertising costs and the like); (ii) Landlord's cost of
recovering possession of the Premises and any and all costs incurred by reason of the vacancy of the
Premises until relet; (iii) the cost of removing, storing and disposing of any of Tenant's or other occupant's
property left on the Premises after reentry; (iv) (iv) the amount of any unamortized improvements to the
Premises in connection with -this Lease paid for by Landlord, amortized during the original Term of the
Lease and Renewal Period (if Tenant exercised the Renewal Option) of the Lease, (v) the amount of any
unamortized brokerage commission paid by Landlord in connection with the leasing of the Premises to
Tenant, amortized during the original Term or the Renewal Period (if Tenant exercised the option), as to
24
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each brokerage commission payment which accrues during the original Term or Renewal Period, as
applicable; (vii) costs incurred in connection with collecting any money owed by Tenant or a substitute
tenant, (viii) any other sum of money or damages owed by Tenant to Landlord or incurred by Landlord as
a result of or arising from, Tenant's breach of this Lease or Landlord's exercise of its rights and remedies
for such breach, (ix) any contractual or liquidated type or measures of damages specified in this Lease and
(x) any other type of measure of damages recoverable for any particular breach under applicable law statute,
ordinance or governmental rule or regulation.
(b) Declare all Rent and charges due hereunder to be immediately due and payable
with all such amounts due to the end of the Term shall thereupon be accelerated; provided, however, such
accelerated amounts shall be discounted to their then present value on the basis of a three percent (3%) per
annum discount from the respective dates that such amounts would have been paid hereunder. In the event
that any charges due hereunder cannot be exactly determined as of the date of acceleration, the amount of
such charges shall be determined by Landlord in a reasonable manner based on historical increases in such
charges.
(c) Following_any applicable cure: periods, Landlord shall have the_absolute right to
immediately file.;legal proceedings to recover possession of the Premises as well as any unpaid rents of
other sums -owing from Tenant:: "Tenant agrees to reimburse Landlord on demand-fdr any -expenses which
Landlord may incur in connection with;the foregoing; actions, which expenses shall bear interest until paid
at the Interest Rate. I
(d) t Withhold or suspend payment or 'performance, that this Lease would otherwise
require Landlord to pay or perfoiin. �- - -�
i (e)' No�right or`remedy herein conferred upon or reserved to Landlord is intended to
be exclusive of any other right;or remedy, and each and every right and `remedy shall be cumulative and in
addition to any otherJhght or remedy given hereunder of riow or hereafter existing at law or in equity or by
statute. In addition to other -remedies, provided. in this Lease, Landlord shall be entitled, tog the extent
permitted -by applicable law; to injunctive relief in ease of the violation, or attempted or threatened violation,
of any -_of -_the -covenants, agreements, conditions%or provisions `of_this Lease, or to a decree compelling
performance of any of the covenants, agreements, conditions or provisions of this Lease, or to any other
remedy allowed to Landlord at law or in equity.
20.3 Mitigation of Damages. Notwithstanding the foregoing, to the extent (but no further)
Landlord is required by applicable law to mitigate damages, or is required by law to use efforts to do so,
Landlord shall be obligated to do so and Tenant shall not be deemed to waive such requirement. Without
limitation to the foregoing, Landlord shall not be deemed to have failed to mitigate damages, or to have
failed to use efforts required by law to do so, because: (i) Landlord leases other space in the Building which
is vacant prior to re -letting the Premises; (ii) Landlord refuses to relet the Premises to any Related Entity
of Tenant, or any principal of Tenant, or any Related Entity of such principal; (iii) Landlord refuses to relet
the Premises to any person or entity whose creditworthiness is not acceptable to Landlord in the exercise
of its reasonable discretion; (iv) Landlord refuses to relet the Premises to any person or entity because the
use proposed to be made of the Premises by such prospective tenant is not general office use of a type and
nature consistent with that of the other tenants in the portions of the Building leased or held for lease for
general office purposes as of the date Tenant defaults under this Lease (by way of illustration, but not
limitation, call center or other high-density use, consular offices, doctor's offices or medical or dental
clinics or laboratories, would not be uses consistent with that of other tenants in the Building), or such use
would, in Landlord's reasonable judgment, impose unreasonable or excessive demands upon the Building
systems, equipment or facilities; (v) Landlord refuses to relet the Premises to any person or entity, or any
affiliate of such person or entity, who has been engaged in litigation with Landlord or any of its affiliates;
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543
(vi) Landlord refuses to relet the Premises because the tenant or the terms and provisions of the proposed
lease are not approved by the holders of any liens or security interests in the Building, or would cause
Landlord to be in default of, or to be unable to perform any of its covenants or obligations under, any
agreements between Landlord and any third party; (vii) Landlord refuses torelet the Premises to a person
or entity whose character or reputation, or the nature of such prospective tenant's business, would not be
acceptable to Landlord in its reasonable discretion; (viii) Landlord refuses to expend any material sums of
money to market the Premises in excess of the sums Landlord typically expends in connection with the
marketing of other space in the Building or as may otherwise be required by applicable law. As used in
this Section 20.3, an "affiliate" means a person or entity that controls, is controlled by, or is under common
control with another person or entity.
20.4 No Waiver. If Landlord shall institute proceedings against Tenant and a compromise or
settlement thereof shall be made, the same shall not constitute a waiver of any other covenant, condition or
agreement herein contained, nor of any of Landlord's rights hereunder. No waiver by Landlord of any
breach shall operate as a waiver of such covenant, condition or agreement itself, or of any subsequent breach
thereof. No payment of Rent by Tenant or acceptance of Rent by Landlord shall operate as a waiver of any
breach. or default by Tenant under this Lease. No payment by Tenant or. receipt by Landlord of a_lesser
amount than tt a monthly installment of Rent herein stipulated shall be deemed to be ,other than a payment
on jaccount`'of the earliest unpaid Rent, nor shall !`any endorsement or statement `on any check or
communication accompanyinga check for; the payment of Rent be deemed;an accord and satisfaction, and
Landlord may accept,he
balance
check or payment without"prejudice to Landlord's right to recover thbalance
of such Rent or to pursue any other remedy provided in this Lease. No act, omission, relettingior�re-entry
by Landlord, and no acceptance by Landlord of keys from STenant, shall be considered an acceptance of a
surrender of this Lease, shall be construed as an actiial or constructive eviction of Tenant, or an 'election on
the;part of Landlord to terminate this Lease unless -a ,written notice of such,intention is given to Tenant by
Landlord.
20.5 Lafe Payment.; If Tenant fails to pay any Rent within I Uays after such Rent becomes due
and payable, Tenant shall pay ro Landlord ,a late'charge of 4% of the amount of such overdue Rent. Such
late charge -shall. be deemed Rent and shall be due and payable within two days after written demand from
Landlord.:
20.6 Waiver of Redemption. Tenant hereby waives, for itself and all persons claiming by and
under Tenant, all rights and privileges which it might have under any present or future law to redeem the
Premises or to continue this Lease after being dispossessed or ejected from the Premises.
20.7 Landlord's Lien. Landlord shall be entitled to a statutory lien provided to Landlord
pursuant to applicable laws.
XXI. MORTGAGES
This Lease is subject and subordinate to any mortgage, deed of trust, security interest, or title
retention interest now or hereafter affecting the Land, Building or Project (each a "Mortgage") and to all
renewals, modifications, consolidations, replacements and extensions thereof. This subordination shall be
self -operative; however, in confirmation thereof, Tenant shall, within 30 days of receipt thereof, execute
any instrument that Landlord or any holder of any note or obligation secured by a Mortgage (the
"Mortgagee") may request confirming such subordination, provided that such subordination also contains
a non -disturbance covenant of Tenant's leasehold interest under the Lease and Tenant's attornment to
purchaser of Landlord's interest under this Lease. Notwithstanding the foregoing, before any foreclosure
sale under a Mortgage, the Mortgagee shall have the right to subordinate the Mortgage to this Lease, in
which case, in the event of such foreclosure or termination, this Lease may continue in full force and effect
26
544
and Tenant shall attorn to and recognize as its landlord the purchaser at foreclosure of Landlord's interest
under this Lease. Tenant shall, upon the request of a Mortgagee or purchaser at foreclosure, execute,
acknowledge and deliver any instrument that has for its purpose and effect the subordination of the lien of
any Mortgage to this Lease; provided that such subordination also includes a non -disturbance covenant
regarding Tenant's leasehold interest under this Lease, and Tenant's agreement to attomment to such
purchaser of Landlord's interest under this Lease.
XXH. SURRENDER; HOLDING OVER
22.1 Surrender of the Premises. Tenant shall peaceably surrender the Premises to Landlord on
the Expiration Date or earlier termination of this Lease, in broom -clean condition and in as good condition
as when Tenant took possession, including, without limitation, the repair of any damage to the Premises
caused by the removal of any of Tenant's personal property, Alterations, or trade fixtures from the Premises,
except for reasonable wear and tear and loss by fire or other casualty (as provided for in Article XIX). All
trade fixtures, equipment, furniture, inventory, effects and Alterations left on or in the Premises or the
Project after the Expiration Date or earlier termination of this Lease (or within two (2) days after a
termination by reason of Tenant's -default) will be deemed -conclusively to. have been abandoned and -may
be appropriated; removed, sold; stored; .destroyed or otherwise disposed of.by Landlord pursuant to the
requirements of applicable law; and Tenant will pay Landlord for all expenses incurred in corinecfion`with
the same, including;'.,but not limited to; the costs of r.pairing any damage to the Premises or the Building
caused by the removal of such property. ;Tenant's obligation to observe and perform this covenant will
sumve the expiration, or other termination+ of this Lease.
22.2 Holding Over. In the.event that Tenant shall not immediately surrender the Premises to
Landlord on the Ex
+piration Date onearlier termination of this -Lease, including removing all trade f xtures,
:
+ f e � � 1
equipment, furniture, inventory, effects and Alterations from -V the�Premises, Tenant shall be deemed to be a
tenant, at -sufferance, without, claim of right pursuant to -the terms,and provisions of this Lease; except the
daily Basic Rent, shall be twice the daily Basic Rent in effect on the Expiration Date or earlier termination
ofthin Lease (computed on?the basis of a- 30 day month). Notwithstanding the foregoing, if Tenant shall
hold'ovei`: affter the Expiration Date or earlier termination of this ,Lease, and,, Landlord shall desire to regain
pos'session.of the Premises,•then Landlotd.may forthwith re-enter and take possession of the Premises by
any legal process provided under applicable state law.
XXIII. QUIET ENJOYMENT
Landlord covenants that if Tenant shall pay Rent and perform all of the terms and conditions of this
Lease to be performed by Tenant, Tenant shall during the Term peaceably and quietly occupy and enjoy
possession of the Premises without molestation or hindrance by Landlord or any party claiming through or
under Landlord, subject to the provisions of this Lease, any restrictions and any Mortgage to which this
Lease is subordinate.
XXIV. MISCELLANEOUS
24.1 No Representations by Landlord. Tenant acknowledges that neither Landlord nor its
Agents nor any broker has made any representation or promise with respect to the Premises, the Project,
the Land or the Common Area, except as herein expressly set forth, and no rights, privileges, easements or
licenses are acquired by Tenant except as herein expressly set forth.
24.2 No Partnership. Nothing contained in this Lease shall be deemed or construed to create a
partnership or joint venture of or between Landlord and Tenant, or to create any other relationship between
Landlord and Tenant other than that of landlord and tenant.
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545
24.3 Brokers. Landlord recognizes Broker(s) as the sole broker(s) procuring this Lease and
shall pay Broker(s) a commission therefor pursuant to a separate agreement between Broker(s) and
Landlord. Landlord and Tenant each represents and warrants to the other that it has dealt with no broker,
agent, finder or other person other than Broker(s) relating to this Lease. Landlord shall indemnify and
hold Tenant harmless, and to the extent allowable, and further subject to the limitation on the. Tenant's
liability, as set forth in Section 768.28, Florida Statutes, Tenant shall indemnify and hold Landlord
harmless, from and against any and all loss, costs, damages or expenses (including, without limitation,
all attorneys' fees and disbursements) by reason of any claim of liability to or from any broker or
person arising from or out of any breach of the indemnitor's representation and warranty.
24.4 Estoppel Certificate. Tenant shall, without charge, at any time and from time to time,
within 30 days after request therefor by Landlord, execute, acknowledge and deliver to Landlord a written
estoppel certificate certifying, as of the date of such estoppel certificate, the following: (i) that this Lease
is unmodified and in full force and effect (or if modified, that this Lease is in full force and effect as
modified and setting forth such modifications); (ii) that the Term has commenced (and setting forth the
Commencement Date and Expiration Date); (iii) that Tenant is presently_occupying_the.Premises; _(iv).the
amounts of Bagic ;Rent and Additional Rent currently due and payable by Tenant; (v) that any Tenant Work
or Alterations -required by this Lease to have been made by Landlord have been made to -the satisfaction of
Teriani; (vi) thaftheie are no existing set -offs, charges, liens,'claims or defenses against the enforcement of
any, right hereunder, including,, without limitation, Basic Rent,,or Additionat Rent (or, if alleged'. specifying
(vii) that n1.o Basic Rent (except�the first installment thereof) has been paid more than
the�same in detail};
30 days in advance of its due date; (viii)„that, to the best of,Tenant's knowledge, but without independent
inquiry, Tenant has no knowledge of.any then uncured default by Landlord of its obligations under this
Lease ;(or, if Tenant lies such knowledge, specifying,the same in detail); (ix) -that Tenant is not in; default;
(x);th' the address -to which notices to Tenant should--be-sent is as get forth in this Lease �(or, if not,
specifying the correct' address); and (xi) 'any other certifications reasonably requested by Landlord, subject
to Tenant's approval;` which shall not be unreasonably delayed',conditionedlor denied. In the event Tenant
fail's to deliver: to Landlord ;an !estoppel, certificate as ,required by this Section within the specified 30 -day
period .Tenant shall be conclusively presumed to; have adopted and affirmed the contents of the'form of
estoppel.certificate delivere'd..to Tenant by -.Landlord, and any prospective mortgagee, purchaser,.or other
third -party may rely on the accuracy of such estoppel certificate as if executed and affirmed by Tenant.
24.5 Waiver of Jury Trial. LANDLORD AND TENANT EACH KNOWINGLY AND
VOLUNTARILY WAIVE TRIAL BY JURY IN CONNECTION WITH PROCEEDINGS OR
COUNTERCLAIMS BROUGHT BY EITHER OF THE PARTIES AGAINST THE OTHER WITH
RESPECT TO ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED
WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT HEREUNDER OR
TENANT'S USE OR OCCUPANCY OF THE PREMISES.
24.6 Notices. All notices, demands and requests which may be given or which are required to
be given by either party to the other, shall be in writing and shall be deemed effective either: (i) on the date
personally delivered to the address set forth in Article I, as evidenced by written receipt for the same,
whether or not actually received by the person to whom addressed; (ii) on the third business day after being
sent, by certified or registered mail, return receipt requested, postage prepaid, addressed to the intended
recipient at the address specified Article I; (iii) on the next succeeding business day after being deposited
into the custody of a nationally recognized overnight delivery service such as Federal Express, addressed
to such party at the address specified Article_I; (iv) --on the date delivered by facsimile to the respective
numbers specified in Article I, provided confirmation of facsimile is received; or (v) on the date an
electronic mail message with a pdf copy of the signed notice is delivered to the e-mail addresses specified
in Article I; provided, however, that in the case of any notice delivered in accordance with items (iv) or (v)
28
546
above, any such facsimile notice or e-mail notice shall be sent by one of the other permitted methods of
providing notice (other than facsimile or e-mail notice) on the next succeeding business day. Landlord and
Tenant may from time to time by written notice to the other designate another address for receipt of future
notices.
24.7 Invalidity of Particular Provisions. If any provisions of this Lease or the application thereof
to any person or circumstances shall to any extent be invalid or unenforceable, the remainder of this Lease,
or the application of such provision to persons or circumstances other than those to which it is invalid or
unenforceable, shall not be affected thereby, and each provision of this Lease shall be valid and be enforced
to the full extent permitted by law.
24.8 Gender and Number. All terms and words used in this Lease, regardless of the number or
gender in which they are used, shall be deemed to include any other number or gender as the context may
require.
24.9 Benefit and Burden. Subject to the provisions of Article X and except as otherwise
expressly_provided, the provisions-of this Lease shall be. binding upon, and.shall.inure to-the benefit of,-the
parties hereto and each of their. respective representatives, heirs, successors and assigns:
24.10 Entire Agreement. Thistease (which includes the Exhibits attached hereto) contains and
embodies the entire agreement of theparties hereto,"antd no representations, inducements or agreements,
oral or otherwise, between the parties not contained i ' this Lease shall be of any force or effect. This Lease
(otl er�than the Rules and Regulations; which may be•changed;•from time. to time as provided fieiein) may
not,bej modified, changed of terminated in whole or in part°in any manner other than by an agreement in
writing duly signed by Landlord-and-Tenant.
'.�
24.11 Aiithori ;If Tenant "signs as a corporation, limited liability company or partnership, the
person executing:this Lease to lbehalf of Tenant hereby represents and warrants that Tenant is duly formed,
validly existing; in good standing (with respect to a,"corporation'oi limited liability company), and qualified
to do fiusiness in;the state iri'wfiich the Building is :located, that Tenant has, full power and authority to enter
into-this tease'and that he or_she is authorized "to execute this Lease on behalf of Tenant. Any consents or
approvals required. by Tenant under this Lease may be provided by the City Manager on behalf of the City.
24.12 Attorneys's. If either Landlord or Tenant commences, engages in, or threatens to
commence or engage in any legal action or proceeding against the other party (including, without limitation,
litigation or arbitration) arising out of or in connection with this Lease, the Premises, or the Building
(including, without limitation (a) the enforcement or interpretation of either party's rights or obligations
under this Lease (whether in contract, tort, or both) or (b) the declaration of any rights or obligations under
this Lease), the prevailing party shall be entitled to recover from the losing party reasonable attorneys' fees,
together with any costs and expenses, incurred in any such action or proceeding, including any reasonable
attorneys' fees, paralegal fees, costs, and expenses incurred on collection and on appeal.
24.13 Interpretation and Forum Selection. This Lease is governed by the laws of the state of
Florida and any action arising from this Lease, or the relationships or interests created by this Lease, shall
only be brought in Florida state court for the Eleventh Judicial Circuit, in and for Miami-Dade County,
Florida. Furthermore, this Lease shall not be construed against either party more or less favorably by reason
of authorship or origin of language and both parties have contributed to the creation of this Lease and the
language used therein and had assistance of counsel of their choosing in doing so.
24.14 Limitation of Liability. Neither Landlord nor its shareholders, partners, members,
managers, directors, officers or employees, whether disclosed or undisclosed, shall have any personal
29
547
liability under any provision of this Lease. If Landlord defaults in the performance of any of its
obligations hereunder or otherwise, Tenant shall look solely to Landlord's equity, interest and rights
in the Building for satisfaction of Tenant's remedies on account thereof, including, subject to the
rights of any Mortgagee, Landlord's interest in the rents of the Building and any insurance proceeds
payable to Landlord. Before filing suit for an alleged default by Landlord, Tenant shall give Landlord and
any Mortgagee(s) of whom Tenant has been notified, notice at least thirty (30) days notice to cure any
alleged default. Landlord or any successor owner shall have the right to transfer and assign to a third party,
in whole or part, all of its rights and obligations hereunder and in the Project, Building and/or Land, and in
such event, all liabilities and obligations on the part of the original Landlord, or such successor owner,
under this Lease occurring thereafter, shall terminate as of the day of such sale, and thereupon all such
liabilities and obligations shall be binding on the new owner.
24.15 Time of the Essence. Time is of the essence as to Tenant's obligations contained in this
Lease.
24.16 Force Majeure. Landlord and Tenant (except with respect to the payment of Rent) shall
not be -chargeable with, liable -for,. or responsible to the other for anything or -in any-amount-forany-failure
to perform -or delay caused by:' fire; earthquake; explosion;, flood; hurricane; the elements; acts of God or
the pubH6 enemy;`actions, restrictions, governmental authorities (permitting oor irispection)� -governmental
regulation of the, sale of materials or `supplies or the -transportation thereof; war; invasion; insurrection;
r ,
rebellion; riots; strikes or lockouts, inability to obtain necessary materials, goods, equipment, services,
utilities or labor; pandemics;epidemics-or any other cause,,whether similar or dissimilar to the foregoing
which beyond the reasonable control of such partyi(collectively, "Events of Force Majeure"); and any
such failure or delay due to;said causes°or any of them shall not be deemed to bi a breach of or. default in
the pekormance of this Lease. --
24.17 Headings. Captions andheading's are for convenience of reference only.
{31 24.18"Memorandum! of Lease: 'Upon "the request of Landlord hereto the Tenant shall join in
execution of inotice or so-called "short 'form" ofthis lease which shall be in proper form for recording and
sufficient to"giv`e record notice hereof. In -addition after the corrimencemerit of the Term hereon -and upon
the request of Landlord, the Tenant will execute an instrument in recordable form setting forth the date of
such commencement. The Landlord shall pay the costs of any such recording. The Tenant shall not cause
any recording of this Lease without the written consent of the Landlord.
24.19 Relocation of the Premises. (Intentionally Omitted)
24.20 Financial Reports. Prior to the execution of this Lease by Tenant and thereafter once during
any 12 month period during the Term of this Lease and within 30 days after Landlord's request, Tenant will
furnish Tenant's most recent audited financial statements for all its operations to Landlord, or, if no such
audited statements have been prepared, such other financial statements (and notes to them) as may have
been prepared by an independent certified public accountant, or, failing those, Tenant's internally prepared
financial statements, certified by Tenant, as applicable. Landlord warrants and represents that the Tenant's
financial statements, as may be published in Tenant's webpage will be sufficient to comply with this
requirement.
24.21 Landlord's Fees. Whenever Tenant requests. Landlord to take any action or give any
consent required or permitted under this Lease, Tenant will reimburse Landlord for all of Landlord's costs
incurred in reviewing the proposed action or consent, including, without limitation, reasonable attorneys',
engineers' or architects' fees, within 10 days after Landlord's delivery to Tenant of a statement of such costs.
30
548
Tenant will be obligated to make such reimbursement without regard to whether Landlord consents to any
such proposed action.
24.22 Effectiveness. The furnishing of the form of this Lease shall not constitute an offer and
this Lease shall become effective upon and only upon its execution by and delivery to each party hereto.
24.23 Light, Air or View Rights. Any diminution or shutting off of light, air or view by any
structure which may be erected on lands adjacent to or in the vicinity of the Building and Project shall not
affect this Lease, abate any payment owed by Tenant hereunder or otherwise impose any liability on
Landlord.
24.24 Special Damages. Under no circumstances whatsoever shall Landlord or Tenant ever be
liable hereunder for consequential damages or special damages.
24.25 Counterparts. This Lease may be executed in any number of counterparts, each of which
shall be deemed an original but all of which together shall constitute one and the same instrument. This
Lease may. be_executed by a party's; signature transmitted -by facsimile or_e-mail, and copies_of this Lease
executed and, delivered by means `of faxed or e-mailed, signatures shall have the same force and effect as
copies,'hereof executed and delivered witfi,original signatures. All partieishereto'may rely upon,faxed of e-
mailed signatures as, ,if such signatures,.were original's. 1'All'.parties heretoagree that a faxed or e-mailed
signature page may be introduced into. evidence in any proceeding arising out of or related to this .Lease as
if it were an original signature page. r ;
24.26 Disclosure of Lease Terms. Landlord acknowledges that Tenant is a public entity, and as
such, this Lease is subject to the Florida. Public Records Law, as'more particularly set forth in Chapter l 19,
Florida Statutes. Landlord acknowledges and agrees that -the terms of this Lease constitute a public record
and' -will not be considered confidential oi, proprietary information of Landlord.
24.27;fJoint and Several Obligations—, ore than one'person or entity executes this Lease as
Tenant,: their execution of this aLease will'constitute their covenant.'and agreement that: (i) each -of them is
jointly -and --severally liable for the keeping, observing and performing -.of all of the terms, `"covenants,
conditions, provisions and agreements of this Lease to be kept, observed and performed by Tenant; and (ii)
the term "Tenant" as used in this Lease means and includes each of them jointly and severally. The act of
or notice from, or the signature of any one or more of them, with respect to the tenancy of this Lease,
including, but not limited to the exercise of any options hereunder, will be binding upon each and all of the
persons executing this Lease as Tenant with the same force and effect as if each and all of them had so
acted.
24.28 Anti -Terrorism. Tenant represents and warrants to and covenants with Landlord that (i)
neither Tenant nor any of its owners or affiliates currently are, or shall be at any time during the Term
hereof, in violation of any laws relating to terrorism or money laundering (collectively, the "Anti -Terrorism
Laws"), including without limitation Executive Order No. 13224 on Terrorist Financing, effective
September 24, 2001, and regulations of the U.S. Treasury Department's Office of Foreign Assets Control
(OFAC) related to Specially Designated Nationals and Blocked Persons (SDN's OFAC Regulations),
and/or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001 (Public Law 107-56) (the "USA Patriot Act"); (ii) neither Tenant nor any
of its owners, affiliates, investors, officers, directors, employees, vendors, subcontractors or agents is or
shall be during the term hereof a "Prohibited Person" which is defined as follows: (1) a person or entity
owned or controlled by, affiliated with, or acting for or on behalf of, any person or entity that is identified
as an SDN on the then -most current list published by OFAC at its official website,
http://www.treas.gov/offices/eotffc/ofac/sdn/tllsdn.pdf, or at any replacement website or other
31
549
replacement official publication of such list, and (2) a person or entity who is identified as or affiliated with
a person or entity designated as a terrorist, or associated with terrorism or money laundering pursuant to
regulations promulgated in connection with the USA Patriot Act; and (iii) Tenant has taken appropriate
steps to understand its legal obligations under the Anti -Terrorism Laws and has implemented appropriate
procedures to assure its continued compliance with such laws. 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 hereby
agrees to defend, indemnify, and hold harmless Landlord, it officers, directors, agents and employees, from
and against any and all claims, damages, losses, risks, liabilities and expenses (including attorney's fees and
costs) arising from or related to any breach of the foregoing representations, warranties and covenants. At
any time and from time -to -time during the Term, Tenant shall deliver to Landlord within 10 days after
receipt of a written request therefor, a written certification or such other evidence reasonably acceptable to
Landlord evidencing and confirming Tenant's compliance with this paragraph.
24.29 Radon Gas. Radon is a naturally occurring radioactive 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 health -department..
Landlord makes -,.no representation to'Tenant concerning 'the presence or absence,'of radon .gas in the
Premises or"the Building at any," time or in'any quantity: By executing this Lease; Tenant expressly,releases
Landlord from any.loss, claim, liability,,or damage now or'thereafter arising from or relating to the presence
at anytime of such substances in the Premises or the;Building.
1 24.30 Generator. The Thysseri Building_ is equipped with an emergency back-up, -generator.
According to Landlord's best knowledge and belief, the generator is capable of providing sufficient power
during a power outage to permit-full`and completes continued; operation of -the -building and all leased
premises. If Tenant vhshes4o be connected to the emergency generator; then Tenant must provide written
notice,of such desire. ! If Tenant elects to be connected to the emergency generator, then there is, a fee of $1
dollarjper Gross -Rentable Square Foot of the Premises per year'($1,430)ipayable monthly ($11,9.16) as
Additional Rent; and Tenant is responsible for any connectivity fees or expenses associated ;with its
connection to, the generator{ The Landlord i esei ves the right to refuse to connect Tenant to the ,emergency
generator. -if -the connection 'ofTenant would overload the generator or If -the capacity of the generator is
taken up by other tenants. It is estimated that the generator is able to run for 3 continuous days without
refueling. Under no circumstances shall Landlord be responsible for any damages whether direct or
consequential caused to Tenant by the emergency generator not functioning properly or the inability to
refuel the generator after the fuel -stored onsite has been exhausted. In the event of an extended outage,
Landlord will attempt to refuel the onsite storage tank and Tenant agrees to pay its prorated share of all
refueling of the generator beyond the first full tank every year. Tenant's prorated share of the cost to refuel
the generator shall be computed based the ratio of the Premises divided by the area of all premises connected
to the emergency generator, including common areas, multiplied by the cost of refueling. As soon as
practical after refueling the generator, Landlord will invoice Tenant for its prorated share of the refueling,
which invoice Tenant shall be obligated to pay within 30 days of the invoice date as Additional Rent.
24.31 [Intentionally left blank]
24.32 Cooperation Clause. Tenant acknowledges and agrees that Landlord may, in its sole
and absolute business discretion and judgment, sell a portion or all of its interest in the Building or undertake
a condominium conversion of the Building. Tenant agrees to cooperate with Landlord under any such
circumstances and the like.
24.33 Marketing and Advertising. Tenant and its employees and Agents, customers, and guests
shall not solicit business, distribute handbills and advertising materials in the parking lot and common areas
32
550
of the center. Furthermore, Landlord has a vested interest in maintaining the business community's
perception of the Premises and Building. Accordingly, any marketing materials that are going to contain a
reference to, description or, or pictures of the Premises or Building must first be presented to Landlord for
its approval, said approval not to be unreasonably withheld.
24.34 Constructive Eviction. Tenant shall not be entitled to claim a constructive eviction for any
cause unless Tenant shall have first notified Landlord in writing of the condition or conditions giving rise
to such claim and, if the complaint be justified, unless Landlord shall have failed within a reasonable time,
not to exceed thirty (30) days after receipt of such notice to remedy such conditions.
[SIGNATURES ON FOLLOWING PAGE]
33
551
"
i
33
551
IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the Date of Lease.
ATTESTMTNESS:
Name:
Name:
ATTEST/WITNESS:
Name: ;
Name:
LANDLORD:
1000 FIFTH STREET CORPORATION a Florida
Corporation:
By:_
Name:
Title:
Date:
TENANT:
CITY:' OF 'MIAMI :.BEACH, a Floridamunicipal
corporation
By: _
Name: t '
!Title: 1
a
'--Date:
552
EXHIBIT A-1
PLAN SHOWING PREMISES
EXHIBIT A-1
553
EXHIBIT A-2
Estimated CAM Charges
1. Real Property Taxes
$
272,293.91
2. Liability Insurance
$
20,834.91
3. Utilities
$
69,484.82
4.. Security/Concierge
$
108,750.44
5. Maintenance and Repairs
$
61,438.86
6. HVAC Maintenance and Repair
$ - -
---- 11,980.00
1. Janitorial
$
111,927.23
8. Eli*ii6i'Se Service
----1
1,111.72
9. Trish Removid
12,302.85
q
10. Fire Alarm Monitoring
$
1,254.04
11. HandymAn/Building Supplies
$
82,756.02
12. Office *Supply
$
1,377.13
13. Permit & License
$
1,930.00
Grand Total
$
767,441.93
14. Administration Fees 5% $ 38,372.10
EX88J A-2
EXIgg A-2
ih�
EXIgg A-2
EXHIBIT B
WORK AGREEMENT
1. No Landlord Work. Tenant acknowledges that it has examined the Premises prior to execution of
this Lease and agrees that itis accepting all portions of the Premises in its present "AS -IS, WHERE -IS
and WITH ANY AND ALL FAULTS" condition. Landlord shall have no obligation to perform or pay
for any of the leasehold improvements required to prepare the Premises for Tenant's occupancy (except
as needed to become ADA compliant) or to obtain a certificate of occupancy for the Premises,
including, but not limited to: (a) Tenant's proposed leasehold improvements at the Premises; and (b) all
fixtures, equipment, furnishings, items of interior decor, partitions, wall finishes, plumbing, floor
coverings, electrical, lighting and telephone work, doors and personal property ("Tenant Work").
2. Planning. Tenant will engage an interior office space planner ("Space Planner"), subject
to Landlord's prior written approval, which approval shall not be unreasonably delayed, conditioned or
denied. Tenant will cause the Space Planner to prepare a detailed space
plan (the "Space Plan") for the Tenant Work. Landlord will review the Space Plan and either approve
or disapprove the Space Plan within 5 days after the date Landlord receives the Space Plan. If Landlord
;does not;approve the Space"Plan; Landlord will infoi riJenant in writing of its: objections;and-Tenant
;will revise-the,same and deliver a corrected version to Landlord for its approval: within_5 days after the
;date Tenant receives Landlord's disapproval notice. The�approval acid revision process for the revised
;Space Plan will be the same as descnbed in the pre'vi6us•2 sentences.. , !
.! 1
'After the Space -Plan has been approved by Landlord; -Tenant wilt engage�a licensed architect (the
'approval
(who may lie the same as the Space'Planner), subject to Landlords written approval, which
,approval shall not-', -b-c" unreasonably ',delayed, conditioned or denied.
Tenant or the Architect will also'engage such licensed engineering.firms ("Engineers") as; maybe
required or appropriate liri connection with Tenant..s Work, 'a11 of whom will be subject toy Landlord s
'iwntten approv`l l ' thichtapproval shall not betunreasonably delayed, conditioned or denied. Tenant will
;cause the Architect and: Erigineers`to.prepare construction and specifications (the ;Plans )
ofithe Tenarit.Work and will, within 1'5 days after the date;of,Landloid's approval of the Space Plan,
ideliver.copies-'of same toiandlord fbr' its approval. The Plans wilt, consist of fully dimensioned and
(completesets of plans and specifications, including detailed, architectural, structural, mechanical,
electrical and plumbing plans for the Tenant Work. Landlord -Will review the Plans and eitherjapprove
or disapprove the Plans within 5 days after the date Landlord receives the Plans. If Landlord does not
approve the Plans, Landlord will inform Tenant in writing of its objections and Tenant will revise the
same and deliver a corrected version to Landlord for its approval within 5 days after the date Tenant
receives Landlord's disapproval notice. The approval and revision process for the revised Plans will be
the same as described in the previous 2 sentences.
3. Selection of Contractor and construction of Tenant Work.
3.1 Contractor Retention. After final approval of the Plans by Landlord, Tenant will promptly
submit the approved Plans to any reputable, licensed and insured contractors selected by Tenant,
but which contractors must be approved by Landlord, which approval shall not be unreasonably
delayed, conditioned or withheld. (the "Tenant Contractor").
3.2 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 and operations, or any other construction occurring ori or in the Building;
(b) comply with the Contractor Rules and Regulations below and comply with all additional
E)ff B
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;
(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 use of temporary utilities,
storage of materials and access to the Premises.
Landlord will have the right to approve all subcontractors to be used by Tenant's Contractor,
which approval will not be unreasonably delayed, conditioned or withheld. As a condition
precedent to Landlord
permitting the Tenant Contractor to commence the Tenant Work, Tenant and the Tenant
Contractor will deliver to Landlord such assurances or instruments as may be reasonably
r _ -requested by Landlord to evidence the Tenant Contractor's and`ifs subcon6actors' coiiipliaiice or
agreement to comply with -the provisions of Section.
3.3 Indemnity. `':To the extent allowalile, and further subject to the limitation on the Tenants liability,
as set forth -in" Section,,768.28, Florida Statutes; Tenant will indemnify, defend and hold liarmless
Landlord and'its Agents against any claims; costs, including reasonable attorneys' and paralegals'
fees, and
;•
liabilities, including without limitation, forInjury to or death of any person,_damage to any property
and mechanics' lien's of 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.
13.4 Permits. Tenant will cause
,i the Tenant Contractor `to apply for any building permits,
inspections and occupancy certificates required for or in `conn Iction ,with the Tenant Work;.and will
- ....-promptly submit to Landlord copies' of the same.
3.5 Change Orders. Tenant may authorize change orders in the Tenant Work, but all such
changes must be submitted to Landlord for approval. The approval process therefor will be the
same as the approval process for the Plans. Tenant will be responsible for any delays or additional
costs caused by such change orders.
3.6 As -Built Plans. Tenant will deliver to Landlord a copy of the as -built plans and
specifications for the Tenant Work within 30 days after completion of the Tenant Work.
3.7 Compliance. Tenant will cause the 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 set forth below. Landlord's right to
review plans and specifications and to monitor construction will be solely for its own benefit, and
Landlord will have no duty to see that such plans and specifications or construction comply with
applicable laws, codes, rules and regulations.
3.8 Liens. Tenant shall not permit any lien or claim for lien of any mechanic, laborer or supplier or any
other lien to be filed against the Building, Project, Land or the Premises or any part thereof, arising
out of work performed, or alleged to have been performed, by or at the direction of or on behalf of
Tenant. and to the extent allowable, and further subject to the limitation on the Tenant's liability,
as set forth in Section 768.28, Florida Statutes, shall protect Landlord from any such Lien in
accordance with Section 12.4 of the Lease.
4. Cost of the Tenant Work; and Allowance.
4.1 Cost of The Tenant Work. Tenant will pay all costs (the "Cost of the Tenant Work")
associated with the Tenant Work whatsoever, including, without limitation, all costs for or related to:
(a) the so-called "hard costs" of the 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, hoisting,
field supervision, building permits, occupancy certificates, inspection fees, utility connections,
bonds, insurance, and sales taxes); and
r
(b)the so-called "soft costs" of`` the Tenant Work, including;, without limitation; -ahe -Space
f Plan, the Plans, and all revisions', thereto, and any and all engineering reports or other; studies,
ireports or�tests, air balancing or related worktin,,166nnection therewith.
4.Landlord's Costs. Landlord willadvise Tenant in` writing; in advance; if Landlord will be retaining
2'i
the services of an architect or engineer in connection with the review and appioval of the Tenant Space
Plan and Plans, -including revisions,thereto. Tenant will pay,Landlord's actual -out-of-pocket costs for
i architectural
aand engineering review(of`the Space Plan and the Plans, and all revisions thereof. Tenant will pay for
,all utilities for the TenantWork or otherwise,,consumed in or for the Premises during the Tenant Work.
,Tenant wiltbe responsible for Landlord's costs' and charges'.for, hoisting or freight elevator.;
5. "Commencement of Lease; Rent. Any=delayin the completion of the Tenant Work, and any'failure
of the Tenant Work to be completed by the Commencement Date set forth in the Lease will have no
effect on the Commencement Date of the Lease Term and will not serve to abate or extend the time
for the commencement of rent under the Lease, except as expressly set forth in the Lease. Tenant will
notify Landlord upon completion of the Tenant Work.
6. Miscellaneous.
(a) 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.
(b) 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.
(c) This Work Letter may not be amended or modified other than by supplemental written
agreement executed by authorized representatives of the parties hereto.
(d) All contractors are required to furnish Landlord certificates showing evidence of in -force
commercial general liability insurance, with a combined single occurrence limit and aggregate of
not -less -than $3,000,000, workers' compensation Insurance with limits not less than $1,000,000 per
occurrence, and any other insurance reasonably requested by Landlord, prior to commencing any
work (unless Tenant maintains such insurance on their behalf). All required liability policies shall
include Landlord and Landlord's mortgagee, if any, as additional insured. Certificates of insurance
E)T B
shall require that the underwriters will provide Landlord with at least 30 days' advance notice of
any cancellation or modification to the insurance policy.
(e) All floor to ceiling partitions shall be constructed of fire resistive materials consisting of metal studs
and track; provided however, Landlord warrants that it has been informed that Tenant will be using
rubber flooring.
(f) All lighting fixtures which shall be U.L. approved and of a manufacturer approved by Landlord.
(g) Utility service charges for heating, cooling, water, and electricity will begin upon delivery of the
Premises to Tenant and shall continue, in accordance with this Lease, for the entire Term of the
Lease.
(h) Tenant will be responsible that all doors and openings at the Premises are secure and in good
working order.
(i) Tenant shall obtain all permits necessary to perform the Tenant's Work and Tenant shall also pay
for all permit fees and impact fees (if any) associated with such permits and Tenant's occupancy.
Tenant will fumish evidence satisfactory to Landlord that all of Tenant's Work has been,completed
! and -paid for in full.;
(k) Tenant will furnish,aMcertificates'-and other approvals with respect to Tenant's Work that may be
? required from any governmental�"authority. t '
[ATHE REMAINDER,OF-THIS PAGE.HA&BEEN INTENTIONALLYLEFT BLANK]
_,
a t
TENANT CONTRACTOR RULES & REGULATIONS
Permits. Permits and licenses necessary- for the completion of the work shall be
secured and paid for by Tenant Contractor. A copy of all permits shall be posted in a readily
accessible area at the construction site.
2. Work Approval. All drawings, subcontractors and material must be approved Landlord prior to the start
of construction.
3. Insurance. Tenant Contractor shall provide Landlord with the required certificates of insurance for his
company and for each of his subcontractors prior to the commencement of work.
4. Building Use. Tenant Contractor shall confine its use of the Premises to the designated
construction work area so as not to disturb other tenants of the Building.
5. Common -,-and 'Other Tenant. Areas. Tenant .Contractor shall carefully protect .:all .-vvalls,`
wall coverings, carpet, floors, fiirniture and fixtures',, and shall ..repair or replace',' damaged
property without cost to Landlord. 1'
6. Dusty! Work: `, Tenant Contractor steal(:, notify Landlord prior I to
commencement of, extremely= -dusty work (sheetro'ck cutting, sanding; extensive sweeping, etc.)
so A at arrangement may .be ---made for additional filtering capacity _ on ahe affected HVAC
equipment. Tenant ,:Contract'or will ..absorb the' costs '';of`, returning! the equipment to !proper
condition.
7. Cleans Up. Tenant Contractor shall at all,`,times, on a'I-day-to-day basis, keep the site free
I
from accumulations of waste material, ,'debris ;ror rubbish caused by, phis employees or ;work. At
the•comp.letion` of the work, he shal_._remoye from the site all:,_its tools, scaffolding,_ -'surplus
materials and debris and shall leave the site and his work broom clean. Building's restroom
facilities are not to be used for the cleaning of tools or paint materials. Upon the completion of
construction it may be necessary to replace filters and clean the air handler coils. If required,
these costs will be charged to Tenant.
8. Sanitary Facilities. Sanitary facilities will be furnished to Tenant Contractor by
Landlord. Tenant Contractor shall use only those facilities specifically designated by the
Landlord.
9. Disposition of Materials. Any and all existing materials removed and not reused in the
construction, except as directed by the Landlord, shall be disposed of by the Tenant
Contractor as waste or unwanted material, in a dumpster(s) to be supplied by Tenant
Contractor. Materials which may be reused should first be cleared with the Landlord prior to disposal.
10. Working Hours. There arc certain operations that must be performed outside of
normal hours to prevent the interruption of normal business operations. These arc:
(a) Drilling or cutting of the concrete floor slab or any concrete structural member.
EX gff B
(b) Any work in which machine noise or vibration (such as framing and hanging
sheetrock, removal of glued down carpet or tile flooring or the laying of carpet tack strips) that
may disrupt normal procedures.
(c) Material stocking, demolition and trash removal.
(d) Any work requiring access to the ceiling.
11. Workman Conduct. No abusive language or actions on the part of the workers or loud
radios will be tolerated. It will be the responsibility of the Tenant Contractor to enforce this
regulation on a day-to-day basis.
12. Elevators. All construction materials, tools and trash are to be transferred to and from
the construction floor via the freight elevators. At no time shall the passenger elevators be used
to move materials, equipment, tools or trash. The use of the freight elevators shall be
scheduled by Tenant Contractor with the Landlord. Use during business hours will
be on a first come, first served basis. Situations may arise from time to time when Tenant
Contractor may be required to share the freight elevators with the Building's cleaning. crew,
other tenants, etc. ? !
13. Special Elevator`Services. If iny work or`repair necessitates:
(a) Access to the top of an `elevator cab; • r' ; ( i
(b) Utilization of the cab to erform special services; or
(c) Access to special_ security' devices;
sufficient time shduld be;" allowed for the=,1 Landlord; to arrange— with the elevator
service contractor to provide personnel to perform , the requested service. Under no
circumstances should Tenant Contractor or Tenant-permit_their personnel to utilize the elevator
facilities for any purpose` other than' .the transportation of materials ;and/or personnel. Tenant
and/or: Tenant; Contractor will be responsible for any extra costs incurred in these arrangements.
14. Eleetrieal -Panel Changes. Any additional electrical -,circuits panels and associated
metering will be appropriately marked as to the area and/or equipment serviced by the circuit(s)
in question. Noncompliance with this regulation will result in possible barring of the Tenant
Contractor from future activities in the Building. All electrical panels, junction boxes or pull
boxes which have covers or doors removed so as to allow the addition of new circuits or any
new electrical panels which are installed shall be fully covered, closed or replaced, as the case
may be.
15. HVAC. The mechanical contractor shall deliver to Landlord an air balance report which
will verify air flow delivery per the construction drawing and be able to demonstrate to Landlord
that all thermostats function correctly and are properly calibrated. All flex ducts must be externally
insulated. Duct tape cut-outs not used shall be covered with a duct plate and
insulation.
16. Metering. All additional electrical panels and air conditioning units must be metered.
17. Floor Penetrations. All floor penetrations shall be caulked, cemented or filed with
materials which are fire -rated and match specifications of the original floor composition.
18. Welding/Cutting Torch Use. At no time is any welding or cutting torch to be used in
the Building without approval of the Landlord. If approval is granted, Tenant
Contractor must coordinate the timing with the Landlord and must have a fire
extinguisher present in the work area at all times the equipment is being used. Additionally,
Tenant Contractor may be required to perform the work he is seeking to do after-hours because
of the fumes associated with his welding/cutting torch equipment. ,
19. Application of Restricted Materials. Under no circumstances shall varnishes,
lacquers, glues or other materials which are combustible or produce offensive odors be applied
or sprayed in the Building without the approval of the Landlord.
20. Draining of Surinkler Lines. Any work that involves the draining of a sprinkler line
or otherwise affects the Building's sprinkler system must be approved by the Landlord. In no event will
the system be left inoperable overnight.
21. Fire Alarm System. Should Tenant Contractor's job include that of welding, use of a
cutting torch, sprinkler system modification or any job that would interfere with the fire alarm
system 6r --cause a false-- ,alarmTenant Contractor shall contact :-the Landlor"d ,"or
prior _Co '- that'';.work. Any _-cost "`,associated wtths,5 false alanns..._.that 'arae—caused - . by- .
Tenant Contractor or his subcontractors shall be absorbed.bytiTenant Contractor.
22. Light -Bulbs and Ballasts. Tenant Contractor is responsible for insuring that all light fixtures in the work
area are working properly and are fullyliVand clean"e�d"upori job completion. This includes replacement
d'? ! 1 t
of tubes1 and ballasts as required-in-light.fixtures that -are replaced, added-'or'repositioned. ;
23. Locks'. Only build ng'standar&locks are,to be installed in the�Pfemises.
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24. Deliveries. All 'detiveries -and/or pickups made _by contractors or; vendors must be made
through the loading.doek. ! f
25. Posting. of . --Rules and t Regulations.; -_-:'A copy of .,these J rules and regulations,
acknowledged and accepted by Tenant Contractor, must be posted on the job site in a manner
that is easily accessible by all workers. It is Tenant Contractor's responsibility to instruct his and
all subcontractor's workers to familiarize themselves with these rules. Landlord reserves the right to
revise these rules at its discretion.
EXHIBIT C
RULES AND REGULATIONS
I . All garbage and refuse shall be disposed of by Tenant in the building's garbage room in the manner
and at the times and places specified by Landlord. If Landlord shall provide or designate a service
for picking up refuse and garbage, Tenant shall use same at Tenant's cost. Tenant shall pay the cost
of removal of any of Tenant's refuse and garbage and maintain all common loading areas in a clean
manner satisfactory to the Landlord.
2. No radio or television aerial or other device shall be erected on the roof or exterior walls of the
Premises or the building in which the Premises are located without first obtaining, in each instance,
the Landlord's consent in writing. Any aerial or device installed without such written consent shall
be subject to removal at Tenant's expense, without notice, at any time.
3. No loud speakers, televisions, phonographs, radios, tape players or other devices shall be used in a
manner so as to be heard or seen outside of the Premises without the prior written consent of
Landlord, nor shall Tenant solicit business or distribute advertising or promotional material in the
common areas.
4. The plumbing facilities shall not be used for any other purpose than that for which they are
constructed; no foreign substance of any kind shall be thrown therein, and the expense of any
breakage, stoppage, or damage shall be borne by Tenant. All grease traps, if any, shall be installed
and maintained at Tenant's expense in accordance with applicable law and in accordance with
Landlord's requirements.
5. Landlord, at its expense, shall contract for pest extermination services covering the Premises.
6. Tenant shall not burn any trash or garbage of any kind in the Thyssen Building.
7. Tenant shall not display any signs on the exterior of the Thyssen Building or in the exterior
windows of the Thyssen Building other than as set forth in the Lease.
8. Tenant shall keep and maintain the Premises (including, without limitation, exterior and interior
portions of all frames, windows, doors and all other glass) in a neat and clean condition.
9. Tenant shall take no action which would violate Landlord's labor contracts, if any, affecting the
Thyssen Building, nor create any work stoppage, picketing, labor disruption or dispute, or any
interference with the business of Landlord or any other Tenant or occupant in the Thyssen Building
or with the rights and privileges of any customer or other person(s) lawfully in and upon said
Thyssen Building, nor shall Tenant cause any impairment or reduction of the good will of the
Thyssen Building.
10. Tenant shall pay before delinquency all license or permit fees and charges of a similar nature for
the conduct of any business in the Premises.
11. Tenant shall store and/or stock in the Premises only such merchandise as Tenant is permitted to
offer for sale in the Premises pursuant to this Lease.
ET C PAGE 1
12. Tenant shall not conduct or permit any fire, bankruptcy, auction or "going out of business" sale
(whether real or fictitious)in the Premises, or utilize any unethical method of business operation.
13. Tenant shall not perform any act or carry on any practice, which may damage, mar or deface the
Premises or any other part of the Thyssen Building.
14. Tenant shall not use any forklift truck, tow truck or any other powered machine for handling freight
in the Thyssen Building except in such manner and in those areas in the building as may be
approved by Landlord in writing. All such equipment shall have rubber wheels only.
15. Tenant shall not place a load on any floor in the interior delivery system, if any, or in the Premises,
or in any area of the Thyssen Building, exceeding the floor load which such floor was designed to
carry, nor shall Tenant install, operate or maintain therein any heavy item or equipment except in
such manner as to achieve a proper distribution of weight.
16. Tenant shall not install, operate or maintain in the Premises or in any other area of the Building any
electrical equipment which does not .bear underwriter's approval, or which would overload the
electrical system or any part thereof beyond its capacity for proper and safe operation as determined
by the Landlord.
17. Tenant shall not suffer, allow or permit any vibration, noise, light, odor or other effect to emanate
from the Premises, or from any machine or other installation therein, or otherwise suffer, allow or
permit the same to constitute a nuisance or otherwise interfere with the safety, comfort and
convenience of Landlord or any of the other occupants of the Thyssen Building or their customers,
agents or invites or any others lawfully in or upon the Thyssen Building. Upon notice by Landlord
to Tenant that any of the aforesaid is occurring, Tenant agrees to forthwith remove or control the
same.
18. Tenant shall not use or occupy the Premises in any manner or for any purpose which would injure
the reputation or impair the present or future value of the Premises, the Thyssen Building and/or
the neighborhood in which the building is located..
19. Tenant shall not store or sell any alcoholic beverages or any dangerous materials (including,
without limitation, fireworks) unless specifically permitted in this Lease.
20. Tenant shall not use or occupy the Premises or do or permit anything to be done thereon in any
manner which shall prevent Landlord and/or Tenant from obtaining, at standard rates, any insurance
required or desired, or which would invalidate or increase the cost to Landlord of any existing
insurance, or which might cause structural injury to any building, or which would constitute a
public or private nuisance which would violate any present or future laws, regulations, ordinances
or requirements (ordinary or extraordinary, foreseen or unforeseen) of the federal, state or
municipal governments, or of any department, subdivisions, bureaus or offices thereof, or of any
other governmental public or quasi -public authorities, now existing or hereafter created, having
jurisdiction in the Premises or the Thyssen Building of which they form a part.
21. Tenant shall not operate on the Premises, or in any part of the Thyssen Building, any coin or token
operated, vending machine or similar device (including, without limitation, pay telephones, pay
lockers, pay toilets, scales, amusement devices, and machines .for the sale of beverages, foods,
candy, cigarettes or other merchandise and/or commodities), except for the sole and exclusive use
of Tenant's employees.
EYWJF C PAGE 2
22. Tenant shall contract with a reputable Air Conditioning Service company to perform preventive
maintenance on the HVAC system not less frequently than once per month, said service to provide
for monthly changing of filters and for other reasonable periodic servicing accepted in the industry
as responsible preventive and operational maintenance.
E)OJMT C PAGE 3
EXHIBIT D
CONFIRMATION OF COMMENCEMENT DATE
THIS CONFIRMATION OF COMMENCEMENT DATE is entered into this 01 day of June,.
2024, by and between 1000 FIFTH STREET CORPORATION, a Florida Corporation ("Landlord'), and
the City of Miami Beach, a Government Entity ("Tenant").
Landlord and Tenant entered into an Office Lease dated (the "Lease") for
approximately 5,440 Gross Rentable Square Feet (inclusive of common area allocation) known as Suite
10 1 located on the ground floor of the Building known as the Thyssen Building located at 1000 Fifth Street,
Miami Beach, Florida 33139 (the "Premises").
In consideration of the foregoing, the parties hereto hereby mutually agree as follows:
Landlord and Tenant hereby agree that:
a. The Commencement Date of the Lease is June 1", 2024
b. The Expiration Date of the Lease is June 31, 2026
2. Tenant hereby confirms that:
a. it has accepted possession of the Premises pursuant to the terms of the Lease;
b. the Lease has not been modified, altered, or amended except as follows: ; and
C. on the date hereof, the Lease is in full force and effect.
This Confirmation, and each and all of the provisions hereof shall inure to the benefit of, or bind,
as the case may require, the parties hereto and their respective successors and assigns.
EJW D PAGE 1
IN WITNESS WHEREOF, the parties hereto have executed this instrument on the date first above -
written.
LANDLORD:
1000 FIFTH STREET CORPORATION
By:_
Name:
Title:
Date:
TENANT:
CITY OF MIAMI BEACH
By:
Name:
Title:
Date:
EX66f D
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