Lease Agreement between 1000 Fifth Street Corporation and City of Miami Beach 20241 - 330 ZZ
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LEASE AGREEMENT
•
BETWEEN
1000.Fifth Street Corporation
as Landlord
AND
The City of Miami Beach
as Tenant
Dated: 6/11/2024
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TABLE OF CONTENTS
Page
I. BASIC-LEASE PROVISIONS AND DEFINITIONS 2
II. PREMISES 5
HI. 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
XIL INITIAL CONSTRUCTION;ALTERATIONS 16
XIII. SIGNS' 18
XIV. RIGHT OF ENTRY' 19
XV. INSURANCE .19
XVI. SERVICES AND UTILITIES 19
XVII. LIABILITY OF LANDLORD 71
XVIII. RULES-AND REGULATIONS ... 22
XIX. DAMAGE;CONDEMNATION 22
XX. DEFAULT OF TENANT 23
XXI, MORTGAGES 26
XXII. SURRENDER;HOLDING 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,
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OFFICE.LEASE
THIS`OFFICB 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 DEFINITIONS
LI Premises. 5,441)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 locatedat 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 areas from time to time desi nated byLandlord for the general and
g
nonexclusive common use or benefit 0fTenant,other tcnants'of the Building,guests of both the tenants and.
Landlord, and Landlord, including, without limitation, roadways, entrances and exits, loading areas.
landscaped areas,open areas,park areas,service drives,walkways,atriums,courtyards,concourses,ramps,
hallways,stairs,washrOotns,lobbies,elevators,comrrion trash areas,vending or mail areas,common pipes,
conduits,wires and appurtenant equipment within the Building,maintenance and utility rooms and closets,
exterior.lighting,exterior utility lines,and Parking Facilities.
1,4 Parking Facilities. All parking areas now or hereafter designated by Landlord for use by
tenants of the Building their guests and invitees, including, without limitation, surface parking, parking
decks, parking structures and parking areas adjacent to the Building whether reserved, exclusive, non-
exclusive or otherwise.
1.5 Gross Rentable.Square Feet(Foot)or 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 thither
challenge with Tenant hereby expressly waiving any right to further challenge Latidlotd'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.
fettartt shall be permitted to occupy the Premises with its own employees 45 well as employees of its
affiliates that are under common control of Tenant.
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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 T-ut. 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 mate and
Expiration Date.
1.10 Basic Rent. The ainount 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 ftiot;NNN, plus applicable state and local
sales tax, on the first (ls`) day of each month in advance. Should the Commencement Date be on a date
other than the first of the month the first monthly rental shall be pro-rated to reflect said date,with the first
full month's rent being due on the first of each month thereafter, Starting with the 1st day of Month
following the Commencement Date,and on every Is'of the Month thereafter.. The Base Rent will increase
by Three percent('3%)per year,
Monthly Annual
Annual Period Basic Rent* Basic Rent**
1 .$24,026.67 $2$8,320,04
2 S24,747.47 S296,969.64
3 S25,489.89
*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
l`enant'a 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 Tenn, 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":Tenn".
1.12 Lease Year. Each consecutive 12 month period elapsing after:(i)the Commencement Date
i!'the Commencement Date occurs on the first day of a Month;or(ii)the first day of the month following
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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 or a.month.
1:13 Calendar Year. For the purpose of this Lease,.Calendar Year shall be a period of'1 2'months
commencing on each January 1: during the Term,except that the first Calendar Year shall he that period
from and including the Commencement Date through December 31 of that same year,and the last Calendar.
Year shall he that period from and including the last January I 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 Cross,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 larking Space Allocation.
(a) 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 taxes;however,this amount may increase based
upon availability and in the.sole discretion of Landlord. All parking fees are payable as Additional Rent,
Each subsequent year of the Renewal Period,the monthly parking fees.will automatically increase by 3 Vo
froth the previous year.
(h) Furthermore,Upon the Commencement Date hereof, Landlord shall deliver to Tenant the
uutnber of entry cards or other opening device corresponding to thenttmber of parking spaces,Which Tenant
shall use. Tenant shall paya S75.00 deposit for every entry card'issued to it which deposit shall be refunded
by Landlord upon the return ofthe entry cards. Between the hours of 7:00 pm and'7:00 am during week
nights and from 7:00 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 ona space available basis and shall pay the'then going parking rate upon
exiting.the garage.
1.16 Security Deposit. S24,026.67: an amount equal to one, (1) month of Basic Rent
($24;026.67).
1..17 Brokers:
Landlord's:. Tenant's:
Colliers Colliers
Jake Freeman Tyle de:is'Pena;
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1.18 Guarantor(s), N/A
1.19' Landlord's Notice I000Fifth 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 Beath,FL33139
Attention: City Manager
With a copy to:
The.City of Miami Beach
170,0 ConventionCenter Dr
Miami Beach,I''h 33139•
Attention: City Attorney
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.applicablelaw,whichever is less.
:22 Agents. Officers, partners; directors, Members, shareholders, managers, employees,
agents, licensees, contractors, customers and invitees; to the extent customers and invitees are under the
Principal's control or direction.
11.PREMISES
2..1. Lease ofPremises. .ta consideration of the agreements contained herein, Landlord hereby
leases the.P'remi'ses.to Tenant,acid 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.
22 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 ediling 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/ot
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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 changethe name of the Building.
III,TERM
3-1 Commencement Date_The Term shall cotntnencc on the Conunencement Date and expire
.at midnight onthe'EXpiration Date.
3.2 Early`Possession. if Tenant takes possession of the Premises before the Commencement
Dates such possession shall be.subjeet to the terms and conditions of this Lease and,except as.provided in
sections 1.7,Tenant shill pay Rent(as defined in Section 4.2)to Landlord for-each day of possession before
the Commencement Date on a pro-rota 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 fQr the sole purpose of performing Tenant Work,.installing
furniture,equipment or Other-personal property with the prior written approval.of Landlord.
IV.RENT
4,F Basic Rent. Tenant shall pay to Landlord the Basic,Rent its 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 counterelaiitn, on or before the fi'rst'day of each and every.calendar
month-during the Term; provided, however, the installment of Basic.Rent payable for the first partial
,calendar month and:the first fell calendar month,:of the Term in which.Basic Rent,is.due shall be due and
payable at the time of execution and delivery of this Lease. Any payment made by Tenant to Landlord on
account of Basic Rent may be credited by Landlord to the payment of any latecharges then due and payable
and to any Basic Rent or Additional Rent(as defined in Section 4.2)then past due before being credited to
Basic Rent currently due. Tenant shall pay-Basic Rent and all Additional Rent in lawful U.S.Dollars and
deliver the payment to Landlord's address stated herein or:at such other place as Landlord may designate
in writing,without demand and without counterclaim, deduction or 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'fenant 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 Leaser 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 Land lord.during
the Term, as Additional Rent, (i)Tenant's Proportionate Share of the amount of Operating Expenses(as.
defined inSection 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 Reap 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
ofa month,Operating Expense Rental and Real Estate Tax Rental shall be appropriately prorated. Landlord
shall submit to-1'cuant at the beginning of each Calendar Year,or as soon thereafter as reasonably possible,
a
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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: [f theestiimateis based on the CAM amounts front 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 I./l2th of Landlord's estimated Operating Expense Rental and estimated
Real Estate Tax Rental as.set forth in Landlord's;statcment, 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, Tenants
estimated Operating Expense Rental payments exceed the actual Operating Expense Rental due from
Tenant, then Landlord shall give Tenant a credit in the amount of the overpayment toward.Tenant's next
monthly payrtient of estimated Operating Expense Rental, or, in.the event. this. Lease has expired or
terminated and no Event of Default(as defined in.Seetion 20.11 exists, LandlordshalI,pay Tenant the total
amount of such excess upon delivery of the reconciliation to Tenant. If for any Calendar Year, Tenant's
estimated Operating EXpense.Rentai 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. I'f for any Calendar 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 has expired or terminated and 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 arty 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 Takes. Notwithstanding,any other provision in this Lease to the contrary,
Landlord acknowledges that Tenant is a municipal corporation organizedunder 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 riots-talcable 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 ur 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 pcililical 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 tbrec and
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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 Kent which has then previously
been abated shall immediatelybecome due and payable.
V. SECURITY DEPOSIT
Sitnultaneously with the execution of this Lease,Tenant.shall deposit the Security Deposit with
Landlord to beheld in trust by Landlord until.disbursement in accordance with the tents of this Lease The
Security Deposit shall net.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'Tchant fails to maintain the Premises in the condition required
by this Lease, Landlord shall have the right, without prejudice to any other rernedy which Landlord may
have or(account thereof,to apply all or any portion of the Security Deposit to cure such default or to remedy
the condition of the Premises; provided'however, Landlord'must notify Tenant in writing of Landlords
intention to apply,the security Deposit at least 1,5 days before doing so thereby giving Tenant an opportunity
to cure or rectify same: If Landlord so applies'the Security Deposit Or any portion thereof before the
Expiration Date or earlier termination of this Lease;Tenant shall.deposit with Landlord,upon demand,.the
amount necessary to restore and replenish the Security Deposit to its original amount_ .if Landlord shall sell
or.transfer its.interest in the Building and/or..Project,Landlord shall have the right to 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 Security Deposit,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 Deposit,Tenant's address for notice purposes shall be deemed to be the forwarding
.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 suceessor(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 andvacation 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'hy 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 net'limited to,rent,accounting and legal fees,supplies and other administrative costs;
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(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,sewerand.gas,for thu
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,HV.AC,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 the Building, including interior,exterior, structural or-nonstructural
repairs,and regardless of whether foreseen or unforeseen:provided,however,any structural repairs'which
under•generally accepted accounting principles should be classified as capital improvementsshall only be
subject to inclusion pursuant to the terms of Section 6.i(ix)and otherwise excluded pursuant to Section
6.2(v)below;
(viii) All maintenance of the Building, including, without limitation, repainting
Common Areas, replacing Common Area wall coVcrings,-windoW coverings and carpet, ice and snow
removal, window washing, landscaping, grounds' keeping, trash' removal and the ,patching, painting,
resealing and,complete resurfacing of roads,driveways and parking refits;
(ix) Any capital improvements made to the Building which are.required under any
governmental law or regulation that was not applicable to the Project as of the Date of Lease,the cost of
which shall be amortized qn a straight-line basis over the improvement's useful life, not'to exceed the
Proj'ect'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.1.0%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,hilted 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 Operatingf ense 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 oofthe Building; (iii)brokers'commissions;(iv)Building mortgage principal or interest:
(v).capital items other than those referred win'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 hy,a tenant of the Building other than as a part of the Operating Expenses, including signage for a
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Ia
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 Landlordpays to Tenant under this I,ease: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 shalt'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 l.0 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 firn mutually acceptable
to Landlord and Tenant that is engaged on either a fixed price or hourly basis;and is not compensated on a.
contingeney.or•bonus basis. Linder no circumstances shall Landlord be required to consent toan accounting
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 prior to commencing the audit,Tenant and any other personwhich'mayperform such audit
for Tenant,shall execute a Confidentiality Agreement in a form reasonably acceptableto Landlord A copy
of the results 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,.
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 exists,Landlord.shall pay Tenant the total amount.ofsuch overpayment.within 30 days.
If Landlord and Tenant determine that Operating Expense Rental for the Calendar Year is more than
reported,Tenant shall pay Landlord the amount-of any underpayment within 30 days. Failure by 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
terms of this Lease. Tenant shall not be entitled to cantina such.aa'atidit 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 of this Lease Occupying the entire Premises-and tio.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.
Vll.REAL ESTATE TAXES
Real Estate-Taxes shall,be dctincd.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 are
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,orally kind and nature for public improvements.
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services;benefits or any other purposes which arc assessed; levied,.confirmed, imposed or become'a lien
upon the Premises or Project or become payable during the Term. Further,for the purposes ofthis Article
VII,Real Estate Taxesshall iriclude,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. ifas•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.o,fthe
challenge shall.be deducted from Real Estate Taxes-due in the Calendar Year such refund is received. In
the ease 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
informational returns when due. Additionally,any real estate tax refund attributable to the Tenant's
use of the Premises as a governmental entity shall be 1100%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.
Vlli.PARKINO
During the Term;Tenant shall have the right in common'with other tenants-in the Building to use
the Parking Space Allocation(as defined in Section 1.I'S). All parking rights are subject to the Rules and
Regulations(as defined in Article XVIII),.validation, key-card, sticker or other identification systems set
forth by Landlord from time,to time_ Landlord may restrict certain portions ofthe Parking,Facilities for the
exclusive use of one or more tenants of the Project and may designate other areas to be used at 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 sh:ill be entitled to all the obligations andbenefits of
Landlord under this Article V1I4 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 atiy 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
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the Premises. At its sole cost and expense, Tenant will promptly comply with (a) all laws, statutes,
ordinances .and goveinmerital 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 Landlcrd'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, ifany;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 tire,accident,acts of God,or Other Force Majeure event,audio conduct its business at all.times in a high
class and-reputable manner,maintaining at all times a full staff cif 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,and will not do
any act which shall•injure the reputation of the center:
9.2 Hazardous Materials, Tenant shall not bring or allow any of Tenant's.Agents, customers
or guests to bring on 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 qT local law or regulation("Hazardous Materials"), except for routine
office and janitorial supplies.used on the Premises and stored in the usual and customary manner and
quantifies,and in with all applicable environmental laws and regulations. In the event of any
release.of Hazardous Materials on, from,under or about the Premises or the Project as the result of Tenant's
occupancy of the Premises,Landlord shall have theright,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 or contamination in conformance with the requirements of applicable law. To the extent
allowable,and further subject to the limitation on the Tenant's liability,ai set 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 successor's 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 (HI the presence or release of any Hlaztardous Materials on, from, under or about the.Premises,
Iuilding 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 or 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,at
(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 front and against'any and all claims,,damages, fines,judgments, penalties, costs,
liabilities,losses and reasonable attorneys' fees to the sale extent arising out of or in connection with
the existence of Hazardous iMaterials 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 garties'-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 Conirriencement
Dateof this Lease as a result of an amendment to Title III of the ADA or any.regul'ation thereunder enacted
subsequent to the Commencement Date adds 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.
X. ASSIGNMENT AND SUBLETTING
1(l.1 Landlord's Consent.
(a) Tenant shall not.assign, transfer, mortgage or otherwise encumber this Lease or
sublet dr relit(or permit a third party to occupy or use) the Premises; or any part thereof, nor shall any
assignment or transfer of this Lease or theright of occupancy hereunder be affected by operation of law or
otherwise,without the prior written consent ofLandlord,such consent not to be unreasonably withheld. A
transfer at any one tune or from time to time of a majority interest in Tenant (whether stock; partnership
interest or Other form of ownership or control)shall be deemed to b.e am.assignmentof this.Lease,unless.at
the time of such.transfer Tenant is an entity whose outstanding stock is listed on a recognized security
exchange:. Within 30 days following Landlord's receipt of Tenant's request for Landlord's consent to a
proposed assignment,sublease,or other encumbrance,together with all information required to be delivered
by Tenant pursuant to the provisions of this Section.L0.1,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 10.27 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 ifan 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 l 2'months;a present tenant in the Building;a person or entity whose.tenancy in the Building
would not bea 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; (1)
banking, financial or other credit information reasonably sufficient to enable landlord to determine the
i�
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financial responsibility and character at 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 e,tpress-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 of Tenant hereunder and such assignee shall be jointly
and severally liable therefore along with Tenant,
(ii) All terms and provisions of this Lease shrill 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 pritnarily liable for the performance of all of the covenants,duties,and obligations ofTenant hereunder
(including,without'limitation, the obligation to pay all Rent and other sums herein provided to be paid),
and Landlord shall be permitted to enforce the provisions of this instrument against the undersignedl`zttant,
any Guarantor and/or any assignee without demand Upon or proceeding in any way againstany other person.
Neither the consent by Landlord to any assignment, transfer;encumbrance or subletting northe collection
or acceptance by Landlord of rent.from any assignee,subtenant or occupant shall be construed as a waiver
or release of the initial Tenant or any Guarantor from the terms and conditions of this Lease or relieve
Tenant or any subtenant, assignee or other party from obtaining the consent in writing of Landlord to any
further assignment,transfer,encumbrance or subletting.
(iv) Tenant hereby assigns to Landlord the rent and other sums due from any
subtenant, assignee or other occupant of the Premises .and hereby authorizes arid directs each such
subtenant.assignee or other occupant to pay such 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 duc and payable.by a.sublessee under any such permitted
sublease(or a combination of the rent payable under such sublease plus any bonus ot other consideration
therefor or incident thereto) exceeds the hereinabove provided Rent payable under this Lease, or if with
respect to a permittcd.assigninent,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
1:0.3, 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$l,000,0.0 to reimburse
Landlord forall 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 net 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 Yeeapture 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
II
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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
bf.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 ofsuch termination were the date originally fixed for the expiration of the Term).
10.3 Net Profits to Landloni. Ii the.event that Tenant assigns this.Lease or sublets all or any
portion of the Premises during the Term,Landlord shall receive:100%0 of any"Net Profits"(as hereinafter
defined)received by Tenant from any such assignment or subletting. The term"Net Profits"as tised herein
shall mean such portion of the Rent payable by such assignee or subtenant in excess of the Rent payable by
Tenant under this Lease (or pro, rata portion thereof in the event of a subletting) for the corresponding
period, after deducting from such excess Rent alb of Tenant's documented reasonable-third party costs
associated with such assignment or subletting,including;without limitation,broker commissions,attorney
fees and any costs incurred by Tenant to prepare or alter the Premises,or portion thereof,for the assignee
or sublessee.
f0:4 Transfers to Related Entities. Notwithstanding anything in 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 may,without Landlord's consent;but after providing written notice
to Landlord and subject to the provisions of Section 10.1(b)(i-v) , assign this Lease or sublet all or any
portion of the Premises to any Related l ntity(as hereinafter defined)provided that(i)such Related Entity
is not a governmental entity or agency; (ii) such Related Entity's use of the Premises would not cause
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 metshall have been.delivered to
Landlord at-least lq days.prior to the effective date orany 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.
XL MAINTENANCE AND REPAIR
11;l 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.
Is
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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 casually,governed by the provisions or Article XIX
excepted. Tenant's obligation shall include without limitation the obligation to maintai'n.and repair all(i)
interior walls; .(ii) floor coverings; (iii) ceilings; (iv)doors; (v) entrances to the Premises; (vi) 11VAC
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 becollectible as Additional Rent and will bepaid by Tenant upon demand. If Tenant
Fails to make any,lepaits to the Premises lot More tlrau30 days after notice flown 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 replaeements to be made and Tenant shall pay
Landlord pursuant to this Section 11.2.
XII.INITIAL CONSTRUCTION:ALTERATIONS
12.1 Initial Construction. Landlord and Tenant agree that the construction of any Tenant Work
shall be performed by Tenant in accordance with and as defined in Exhibit B. .Subject to the construction
of the Tenant Work, Landlord shall have no obligations whatsoever to construct any improvements to the
Premises 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
repair.thereof. 'Tenant taking possession ofthe Premises shall be conclusive evidence for all,purposes
of Tenant''s acceptance of the Premises•in good order and satisfactory condition,and in a state-and
condition satisfactory,acceptable and suitable for Tenant's use pursuant to,thisLease.
12.2 Installing and Operating Tenant's Equipment. Without first obtaining the written consent
of Landlord,Tenant shall not install or operate in the Premises(i)-any electrically operated.equipment or
other machinery,other than'standard office equipment that does'not require 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 cmftheBuilding 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,includingbut not limited.to voice,video.
F y'
.data;and any other telecommunications services provided over wire,fiberoptie.microwave,wireless,and
any other transmission systems, for pan or all of Tenant's telecommunications within the Building without
.Landlord'%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
it.
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neat to be unreasonably withheld or delayed. Landlord may impose any reasonable conditions to its consent,
including,without limitation:.(i)prior approval of theplans and specifications and contractors)-with respect
to the=Alterations(provided that the contractors will be subject 41 Landlord's prior written consent,which
cement'shall not beunreascmablywitlihel'd or delayed);'(ii)supervision by Landlord's-representative-of the
Alterations; (iii)proof ofcontractor'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, ,tmaterialmen.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 cenfnrrn 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 1910.100.1,et seq.),
and the OSHA.Construction Standard(29 C.F.K. Section 1926.1.0011, 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 any pf the interior walls of the Premises, above the
ceiling of the Premises,in any portion of the ceiling plenum'above or-below the-Premises,or in any portion
of the Common Areas ef.the Building, including but not limited to any of the shafts or utility rooms of the
Building,shall be clearly labeled.or otherwise identified as having been installed by Tenant. All Cabling
installed by Tenant shall comply with the requirements of 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 ands 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 performed as herein required,Landlord shall have the right,at-Landlord's option,
to halt any further Alterations, or to require Tenant to perform the 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,at the 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-retrieval-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
faits 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 propertyand 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
Pretnises.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
Pcnant or caused to bedene by Tenant,in or to the:Premises;and(ii)materials fumislied for or in connection
with such work, If any such Nett,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;at 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 of existence of a lien for any amount is entered,Tenant will inttnediately
pay andsatisfy the same. [f Tenant fails to pay any charge for which a meohanic'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 ineurred in
connection with sudh 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 far or materials
furnished to or for Tenant,it will inunediatelygivve Landlord written notice of such notice...At least 15 days
prior to the commencement of any work (including, but not limited to; any maintcnaiu:c, repairs or
Alteration)in Or to the Premises;by or for'Tenant,Tenant will give Landlord written.notice of theproposed
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 OF LANDLORD; EXPRESSED
OR IMPLIED, BY INFFRFNCE OR OTHERWISE; TO ANY PERSON, FIRM•OR CORPORATION
FOR THE PERFORMANCE OF ANY LABOR OR THE FURNISHING OF ANY MATERIALS FOR
ANY CONSTRUCTION, REBUILDING,ALTERATION OR REPAIR OF OR TO.THE PREMISES OR
ANY'PART THEREOF, NOR AS GIVING TENANT ANY RIGHT, POWER OR AUTHORITY TO
CONTRACT FOR•OR PERMIT THE RENDERING OF ANY SERVICES OR THE FURNISHING OF
ANY MATERIALS WHICH MIGHT IN ANY WAY GIVE RISE TO THERIGHT TO FILE ANY.LIEN
AGAINST THE BUILDING,PROJECT,LAND; INTEREST THEREIN..
TENANT'SHALL NOTIFY ANY CONTRACTOR PERFORMING ANY CONSTRUCTION WORK IN
'TIM PREMISES.ON'BEHALF OF TENANT THAT THIS LEASE.SPECIFICALI.Y PROVIDES THAT
INTERESTS OF LANDLORD IN THE BUILDING;PROJECT;LAND, AND PREMISES SHALL
NOT BE SUBJECT TO LIENS-FOR IMPROVEMENTS MADE BY TENANT,AND NO MECHANIC'S
LIEN 'OR OTHER LIEN FOR ANY SUCH LABOR, SERVICES, MATERIALS, SUPPLIES,
MACHINERY, FIXTURES OR EQUIPMENT-SHALL ATTACH TO OR AFFECT THE ESTATE'OR
INTEREST OF LANDLORD.IN AND TO THE BUILDING, 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 TUE 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 WrI'F[ THE TERMS AND
PROVISIONS OF FLORIDA STATUTES,SECTION 713'.10.
XIII.SIGNS AND EXTERIOR APPEARANCE
The exclusi'ereasonable right is reserved by the Landlord to control the exterior appcaranceofthe
entire Premises,including;but not limited to all signs,decoration,lettering and advertising visible from the
exterior of the building,(including thoseon the interior or on windowspr 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 displayedby Tenant on,any part of the Project or the outside
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or;the inside (io the-extent visible from the exterior of the Premises or Building),ref the Building or the.
Premises: Landlord shall •provide, at Landlord's expense, a listing-on the directory in the'lobby of the
Budding listing,ail Building tenants. Landlord also shell,at Tenant's expense,place the suite nttrnber acid/or
Tenant naive tenor in the immediate vicinity°of the entry door tcethefremises using Building standard sign
Material and lettering;If any prohibited sign,advcrtisenterit or noteceis•nevertheless exhibitedby 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 deterreines to be reasonably necessary;
to exhibit the same to prospective purchaser(s)of Landlord or the Building, or to present or future
MM cwtgagees; or (ivy).to exhibit the same to prospective tenants during the last •12 months of the Term
Landlord will•endeavorto minimize-as reasonably practicable,any interference with Tenant's business and.
shall provide'Penant with at least 24'hours of prior written notice of entry into the Premises(which They be
given via e-mail or text message),except in 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
Tenant self.-insures and shall provide-Landlord'with a self-insurance letter confirming that Tenant
is,,liability and workers' compensation insurance is provided through Tenant's self-insurance fund, The
letter shall also reflect that,in compliance.withand subject to limitations of Florida Statutes Sections 768.28
and.4.40,09,provisions ere made by Tenant to process any claims that may arise.
XVI.SERVICES AND UTILITIES'
16_l Ordinary Services to the Premises. Landlord shall furnish to the Pretises throughout the
Tenn se long as the Premises are occupied'. (i)reasonable janitorial service for the common areas of the
Building'(see section I6.2(a),below);(ii)reasonable use of all existingbasic intra-Building telephone and
network cabling;(i:ii):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 net 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
H,VAC'.systeni,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'FIVAC'"system or air-
conditiening 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 I IVAC system will be cotm:ected. It shall be
the Tenant's obligation,to repair and maintain such HVAr`system and Tenant must provide to Landlord
within'30 days of the'Commmencement 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 thc'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 expresslyunderstood that
Landlord will also not be providing electricity to the Premises, but rather. Tenant, at its sole costs and
expense;.*ill arrange for a new electrical panel,meter,and other connectivity it requires for its permitted
use directly•with the utility provider.. Accordingly,the parties agreethat 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. Notwithstannding 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 systerii are Me sole responsibility of Tenant.
Notwithstanding anything else contained in this Lease to the contrary, in the: as of an Event of Fund:
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 I..eased 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 alternative-energy system(whether so-called"total energy"or otherwise) in lieu of
the direct flu'fishing of the same to Tenant and other occupants of the Thyssen Building front the
appropriate utility company and Tenant agrees in any such case,.to accept any such 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 determine all costs and charges therefore, provided that the
same shall not result in any additional cost or expense for such service to Tenant over and above that which
it Would payif it purchased same directly.from the appropriate utility company;and,provided further,that
same is in compliance -with all taws, regulations, ordinances and other governmental. requirements.
Landlord shall have no liability to 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 any additional services beyond those described
in Section_16.1,or a rendition of any pi-such services outside the normal Mites 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) Cleanine' 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 Landlords prier 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 Laindlotd.
163 Interruption of Utilities or Services. Landlord will not'be liable to Tenant or airy 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 no be entitled'to any abatement or reduction of
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rent except as expressly set ferthIn,this Section 16.3,nor shall a.constructiveeviction 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 arty 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 ternporarily 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,nnoh;,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, Notwithstandingthe foregoing, in the event of anyfailure to furnish or anystoppage the
� of,
following specified services for a period in excess of five consecutive days,and itc(a).such interruption is
restricted to the Building and is not a neighborhood blackout or caused by an Event of rorce 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 tins Lease;. (e) such interruption results in the Premises becoming untenantable; and (d)•Tenant
actually ceases to occupy the Premises as a result thereof;Tenant.shall be entitled to an abatement of Rent
which shall commence On the sixth day(and shall not be retroactive)and shall continue for the remainder
of the period of such failure to furnish or stoppage of such specified services. As used in this Section.16.3,
the specified services are electricity (including total energy or 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 sewerservice,
16.4 Meters. Each premise in the Building that is or vvill be leased by Landlord for theexclusive
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 EIVAC Services to the Premises; As Landlord is not providing EIVACservices,
or electrical Services to the Premises, any after-hours FIVAC 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 Sect.ion.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
expenses. (including,without limitation,reasonable attorneys' fees)incurred in connection with or arising
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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 oritsAgentsof any term;covenant or-provision of this
Lease or any law,ordinance or governmental requircn ent 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 F'aclitiesi 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 far 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 or glass,steam, gas, electricity, water or rain which
may leak from any part of the Building or from the pipes, appliances or plumbing Works therein Or from
the roof, street or subsurface or from any other place, or resulting 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 vehicles of Tenant or its Agents, That are parked in violation
of this Lease or the Rules arid Regulations or otherwise. Tenant agrees to give prompt notice to Landlord
upon the occurrence of any of the events set forth in this Section 11.2 or Of defects in the Premises or the
Building,or in the.fixtures or equipment.
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 obligations are not intended to and will not relieve any insurance carrier of its obligations
under policies required to be carried by Tenant pursuant to the provisions of this Lease.
XVIII.RULES AND REGULATIONS
Tenant and its.Agents shall at all times abide by and observe the Rules.and Regulations set forth in
ExhibitC 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 I.ease to be performed and/or observed by Tenant. Nothing contained in-this I,case shall
be construed to impose upon Landlord any duly 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 shalt 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 lime 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 pursue'it
to the rights of Mortgagee). Notwithstanding the foregoing. if the Premises or the Building are damaged
by fire,or other casualty to such all extent that, in Landlord's reasonable judgment. the damage cannot be
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substantially repaired within'/70 days after the date of such,damage, or if the Premises are substantially
damaged during the last Lease Year,-then; (i).Landlord may tertiimatethis Lease as of the date of such
damage,by written notice to Tenant.within 120 days after the date of damage,or(it)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.
damage Notwithstanding the forego'ing, 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'S0%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 dateof'd'amage, All injury.or damage to the Premises
of the Building resulting from the negligence.or:willful misconduct of Tenant or its Agents.shall be repaired.
by Landlord,at'tenant's expense,subject to the waivers in Section 15.5,and Rent shall not abate nor shall
Tenant be entitled to terminate this.Lease. Notwithstanding anything herein to the contrary,Landlord shall
not be required to rebuild,replace,.or repair any of the following: (i)specialized.Tenant.improvements as.
reasonably deterritined by Landlord;(ii)Alterations;:or(iii)personal property of Tenant.
19.2 Condemnation. if.any portion:of the Building or land upon which the Building is located,
shall betaken or condemned by any governmental or quasi;-governmental authority for any public or quasi-
public use or purpose(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 seeh 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 he cured within said 10-day period,then Landlord may in its reasonable discretion extend.the period
to cure the default for up to an additional 60 days provided Tenant has commenced Loewe the default within
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the 30-day period arid diligently pursues stich 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(oven
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 X:XI 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 at-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 taw or of this Lease during the Term of
this.Lease;(; and(viii).a receiver is,appointed to take charge deny of Tenant's assets.
`-'Abandoranent"or"Abandons"hereunciersliall be deemed toinclude,but shall not,be limited to;either(a)
any vacancy of the teased 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 Premises Or(b) non-operation of the-Tenant's business in the leased Premises
for a period of thirty (30) consecutive days without Landlord's prior written consent, which shall net be
unreasonably withheld,excluding any pulp&of non-operation due to an Event of Force iVfajeure.or during
lima when Tenant'is performing repairs to the Premises.
20.2 Landlord's Remedies. Upon the occurrence of an Event of Default,Landlord,at its option,
without further notice or demand to Tenant, may,in addition to all other rights and remedies provided in
this Lease,at law or in equity,elect oneor more of the following remedies:
(a) Terminate this Lease; or terminate Tenant's right of possession to the Premises
without terminating this Lease,and with or without reentering and repossessing the Premises. Upon any
termination of this.Lease,or upon any termination of Tenant's right of pcissession without termination of
this Lenge,Tenant shall surrender possession-and vacate the Premises immediately;and deliver possession
thereof to Landlord.if Tenant.fails to surrender possession and vacate the PrerniseS,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 ell Alterations,
signs,personal p toperty„equipment and.other property therefintri, 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
eperationnf law. "Damages"shell 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) Landlords cost of
recovering possession of the Premises and any and all costs incurred by reason of the vacancy of the
Premises until'relet;(ill)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 optical), as to
each brokerage commission pitmen( which accrues during the original '1 erm or Renewal Period, as
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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 tandtord 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 nieasures;ofdamages specified in this Lease and
(x)any other type of measure of damages recoverable for any particulacbreach 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 e,actly 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
iirtmediately file legal proceedings to recover possession of the Premises as well as any unpaid rents or
other sums owing from Tenant-.. Tenant agrees to reimburse Landlord on demand.for any expenses which
Landlord may Incur in connection with the foregoing actions,which expenses shall bear interest until paid
at the Interest Rate.
(d) Withhold or suspend payment Or performance that this.Lease would otherwise
require Landlord to pay or perform.
(e) No right or remedy herein conferred'upon or reserved.to Landlord is intended to
be exclusive-of any whet-right or remedy,and each and every right and remedy shall be cumulative and in.
addition to any other right or remedy given hereunder or now.orhereafter existing:at law or in equity or by
statute. In addition to other remedies provided in this Lease, Landlord shall be entitled, to the extent
permitted by.applicable law,to injunctive relief in caseof the violation,orattempted 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.•all'owed to Landlord at law or i 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 shalt 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 the Premises; (ii)Landlord refuses to relet the Premises to any Related Entity
of Tenant,or any principal ofTenant,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;
(vi) Landlord refuses to relet the,Premises because the tenant or the terms and provisions of the proposed
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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 to relet 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 tor market the Premises in excess of'the sums Landlord typically expends in connection with the
marketing of'ether.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 isunder common
control with another person or entity.
20.4 No Waiver, If Landlord shall institute proceedings against Tenant and a compromise or
settlement thereofshall'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 teeny subsequentbreach
thereof No payment of Rent by q'enant 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 the monthly installment or Rent herein stipulated shall be deemed to be other than a payment
on. account of the earliest unpaid. Rent, nor shall any endorsement or statement .on any check or
communication accompanying a cheek for the;payment of Rent be deemed an.accord andsatisfaction,and
Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance
of ouch.Rent or to pursue any,Other remedy provided in this.Lease. No act,omission, reletting or re-entry
by Landlord,and no acceptance by Landlord of keys from Tenant,.shall be considered an acceptance of a
surrender of this Lease,shall be construed as an actual 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 Late Payment.. If Tenant fails to pay any Rent•within 10 days.after such Rent becomes due.
and payable,Tenant shall pay to 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.
?d.7 Landlord's. Lien. Landlord shall be entitled to a statutory lien provided to Landlord
pursuant to applicable laws.
XX1.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,repl'acements.and extensions thereof, Tins 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 attornmcnt 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
and Tcnant shall attoro to and recognize as its landlord the purchaser at foreclosure of l..andlord'a interest
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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 attonunent to such
purchaser of Landlord's interest under this Lease.
XXII.SURRENDER:HOLDING OVER.
22.1 Surrender of the Premises. Tenant shall.peaceably surrender the Premises to Landlord on
the Eapiration'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 ArticleXIX)_ All
trade.futures, equipment, furniture, inventory, effects and Alterations.left on or in'the Premises or'the
Project after the Expiration Date or earlier termination of this tease (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 connection with
the same,including, but not limited to, the costs of repairing 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
survive the expiration or other termination.of this Lease..
22.2 Molding Over. In the event that Tenant shall not immediately surrender the Premises to
Landlord on the Expiration Date or earlier termination of this Lease,including removing all trade fixtures,
equipment, furniture,inventory,effects and Alterations from the'Premises,Tenant shall be deemed to be a
tenant-at-sufferance,without.claim of right pursuant to the teiuis 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
of this.Lease.(computed on.the'basis of a 30 day month). Notwithstanding the foregoing, if Tenant shall
hold over after the.Expiration Date or earlier termination of this.Leas;and Landlord'shall desire la regain
possession of the'Premises,then Landlord may forthwith re-enter and take possession of the Premises by
any legal,process provided under applicable state law.
X.XIII,QUIET ENJOYMENT
Landlord covenants bait'Tenant shall pay Rent and perform.all of the terms and conditions of this
Lease to be performed by Tenant, Tenant shall during the Tenn peaceably arid 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.
X_XI V..MISCELLANEOii S
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 Arca,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 orjoint 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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24.3 I3rekers. Landlord recognizes Broker(s) as the sole broker(s),procuring this Lease,.and
.shall pay Brokers) a commission therefor pursuant to a separate agreement between Brokers) .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 Brokers)relating to this Lease. Landlord shall indemnify and
bold 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 indenutitor's representation and warranty.
24.4 Estoppel Certificate. Tenant shall, without charge, at any'time and from time to time,
within 30 days a[Iei request therefor by Laudleid,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 Basic Rent and Additibnaf Rent currently due and payableby 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
Tenant;(vi)that there are no existing set-offs,charges,liens,claims or defenses-against the enforcement of
any right hereunder,including,without limitation,Basic Rent or Additional Rent(or,if alleged,specifying
the same in detail); (vii) that no:Batik Rent(except the first installment thereof)has been paid more than
30 days in advance of its due date; (via)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 has such.knowledge,specifying the•same-in detail);,(ix)that Tenant is not in default;
(x) that the address to-which notices to Tenant should.be sent is.as set 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.delayedeonditioned or denied. In the,event Tenant
fails 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 delivered 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 d'atc
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 1, 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-niail addresses specified
in Article I;provided,however,that in the case of any notice delivered in accordance with items(iv)or(v)
above, any such facsimile notice or e-mail notice shall he sent by one of the other permitted methods of
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providing notice(other than facsimile or e-mail notice).nn the next succeeding business day. Landlord and
Tenant may frt m.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 shalt be valid and be enforced
Vt 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 arc 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. This Lease(which includes the Exhibits attached hereto)contains and
embodies the entire agreement of the parties hereto,and no representations, inducements or agreements,
oral'or otherwise,between the parties not contained in this Lease shall be of any force or effect. This Lease.
(other than the.Rules and Regulations,which may be changed from titre to time as provided herein)may
not be modified, changed or terminated in whole or in part in any manner other than by.an agreement in
writing duly signed by Landlord and Tenant.
24.11 Authority. If Tenant signs as a corporation, limited liability company or partnership,the
person executing this lease on behalf of Tenant hereby represents and warrants that Tenant is duly formed,
validly existing,in good standing(with respect to a corporation or limited liability company.),and qualified
to'do business in the state in whichthe'Building'is located,that Tenant has full power and authority to enter
into,this Lease 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 bcprovided by the City Manager on behalf of the City.
24.12 Attorneys' Fees.. 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 wish 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,ton,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 orinterests 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
liability under any provision of this Lease. If Landlord defaults in the performance of any Of its
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obligations hereunder,or otherwise,Tenant shall look solely to Landlord's equity,interest and rights
ln'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 61ing,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 arty successor owner shall have the right to transfer and assign to a third party,
in whole or part,all of'its rights and obligationshereunder'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 owtter,
under this Lease occurring,thereafter, shall terminate as of the clay of'such sale; and thereupon,all such
liabilities and obligations shill be binding on the new owner.
2'l.: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 for any failure
to perform or delay caused by: tire:earthquake;explosion;_ flood;hurricane;the elements;acts of God Or
the public enemy;,actions,,restrictions;governmental authorities(permitting or inspection),governmental
regulation of the sale of•materials or supplies Or the transportation thereof; war; invasion; insurrection;
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 is beyond the reasonable control of such party (collectively,"Events.of Force.Majeure");and any
such failure or delay due to said causes of any ofthem shall not bedeemed to be a breach of or default in
the performance of this Lease.
24.17' Headings. Captions and headings are for'convenience of reference only..
24.18 Memorandum of Lease, Upon the request of Landlord'hereto the Tenant shall join in
execution of notice gr'so-called"short form"of this lease which shall be in proper form for recording_and
sufficient to give record notice hereof.. In addition after the commencement of the Term hereon and upon
the request of Landlord,,the Tenant will execute an instrument in recordable form setting,forth the date or
such.cotntnencement.The Landlord.shall pay the costs of any such recording.The Tenant shall not cause
arty 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 andthereafier once during.
any 12 month period during the TeMt-of this Lease and within 30 days after Landl'ord'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.1.0 days after Landlord's delivery to Tenant of a statement of such costs.
Tenant will be obligated to make such reimbursement.without regard to whether Landlord consents to any
such proposed action.
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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 executionyby 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 a-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 with original signatures. All parties hereto may rely upon faxed or e-
ntailed signatures as it such signatures were originals. All parties hereto agree 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.
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 11:9,
Florida'Statutes. Landlord acknowledges and agrees that the-terms of this Lease constitute a public record
and will.not be considered contid'ential or proprietary information of Landlord. .
24.27 Joint and Several Obligations. If afore than one person or entity executes this Lease as
Tenant, their execution of this Lease will constitute their covenant and agreement that: (j)each of them is
jointly and severally liable for the keeping, observingg 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. 11224 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 terra 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/eotffclbaacfsdn/tllsdn,pdf, or at any replacement website or other
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
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regulations promulgated in connection with the USA Patriot.Act; and (iii) Tenant has taken appropriate
steps.tei utiderstand its legal obligations tinder the Anti-Terrorism Laws and has implemented appropriate
pro_cedures'to assure its continued corepliance•with such laws.. To the extent allowable,and further subject
to the limitation on the Tenant's Iiability; as set forth in Section 763.2S,Florida Statutes,Tenant hereby
agreesto'defend,indemnify,andhold 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
reeeipt 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 sufficientquantities,may present health risks to persons who are exposed to it over time.
Level's 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 hereafter arising from-or relating to the presence
at any time of such substances in the Premises or the Building.
24.30 Generator. The"Thyssen 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,ti power outage to permit full. and complete continued operation-of the building and all leased
premises. If Tenant wishes to 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'
dollar per Gross Rentable Square Foot of the Premises per year($1,430) payable.monthly (S119.16) as
Additional.Rent, and Tenant is responsible for any connectivity fees or expenses associated with its
connection to the generator:The Landlord reserves the right to refuse to connect Tenant to the emergency
generator if the connection of Tenant.would overload the generator or if the capacity of the generator is
iakenup 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 hull 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 rsole.
and absolute business discretion and judgment,sell a portion or all of its interest id 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
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 content a
32
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reference to,description or,or pictures of the Premises or Building mtist first be presented to Landlordd,for
its upproval,said approval'not In be unreasonably withheld.
24.34 Constntetive.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.
[SEGNATUREiS,ON POLLOWINO;PAGE]'
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IN WITNE88.WfIEREOF,Landlord and Tenant have executed ibis Lease as•pf the Dine tot Lease:.
ATTgT/WITNgSS: LANDLCiRD:
10004RM-1 gTREtTCORPORATIoN a Florida
DocuSIgned by:
Corporation: i 4wettiy2428ittv— .......,
CfEga •--
Name:
Title: vice—p-res-i-dent
Ds ocuSaligned by:
6/4/2024
outs P4'tos Date:
Narne:. Oflp4olpab1os
5DocuSigned by:
441tA ablAilytttil)
Nain8b8e1232efaMS GOnzalez
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•
ATTEST/WITNESS: TENANT:
DocuSigned by:
raf-ad, f. areakah CITY OF MIAlyll BEACH, a Florida municipal
etrarradt corporation
P5rr
'Name: .
he
6Diolcu.Signed by:
rtiiS 1561461A, —
By: - ' kik__likLi ggi/211
Name: Rickelle Williams
c
Name
Title: Interim City Manager
: 61E6FM-
Pat6:
APPROVED AS TO
FORM&LANGUAGE
&FOR EXECUTION
. K ?/
311 sk, City Attorney ..1.4--:1 Date
• ,
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EXHIBIT A-I
PLAN SHOWING PREMISES
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DocuSign Envelope ID: EB097DFD-690B-49F6-9BE1-D2505AE7969E
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EXHIBIT A-2
Estimated CAM Charges
1.Real Property Taxes - S 272,293.91
2.Liability Insurance $ 20,834.01
3.Utilities S 67,484.82
4.SeeurIty/Concierge S 108.750.44
5.Maintenance and Repairs t S 61,438.86
6.UVAC Maintenance and Repair , S 11,980.00
7.Janitorial S 111,927.23
8.Elevator Service S 11,111.72
9.Trash Removal 5 12,302.85
10.I•iry .\harm Monitoring S 1,254.04
s
I - ---
11.Handyman/Building Supplies S 82,756.02
12.Olitee Supply S 1,377.13
13.Permit&License S 1,930.00
Grand Total } S 767,441.93
14 Administration Fees 5°'o S itt.172 10
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DocuSign Envelope'ld:,3E5DOC2C-4B$E-4DEA-A712-0C563368FA95
EXHIBIT B
WORK AGREEMENT
l. No Landlord Work.,Tenant acknowledges that it has examined the Premises prior to-execution of
this Lease and agrees that it is 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.eitherapprove
or disapprove the Space Plan within 5 days after the date Landlord receives the Space Plan.If Landlord
does not approve the Space Nan, 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
Space Plan will be the same as described in-the previous 2 sentences.
After the'Space Plan has been approved by Landlord, Tenant will engage a licensed architect (the
"Architect".)'(who maybe the same as the Space Planner),subject to Landlord's written approval,'which
approval shall not be unreasonably delayed, conditioned or denied.
Tenant or the Architect will also engage such licensed engineering firms'("Engineers") as may be
required or appropriate in connection With Tenant's Work,all of Whom will be subject to Landlord's
written approval,which approval shall not be unreasonably delayed,conditioned or denied.Tenant will
cause the Architect and Engineers to prepare construction drawings and specifications(the "PIans")
of the Tenant Work and will, within 15 days.after the date of Landlord's approval of the Space Plan,
deliver copies of same to Landlord for its approval. The Plans will consist of fully dimensioned and
complete sets of plans and specifications, including detailed architectural, structural, mechanical,
electrical and plumbing plans for the Tenant Work.Landlord will review the Plans and either-approve
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 on or in the 13ttilding;
(b) comply with the Contractor Rules and Regulations below and comply with all additional
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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 orits.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 Tenants Contractor,
which approval will .not be unreasonably delayed, conditioned or withheld. As a condition
precedent 'to, handlord
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
requested by Landlord to evidence the Tenant Contractor's and its.subcontractors'compliance or'
agreement to.comply with the provisions of Section.
3.3.Indemnity. To the extent allowable,and further subject to the limitation on,the.Tenant's liability,
as set forth in Section 768.28,Florida Statutes,Tenant will indemnify;defend and hold harmless
Landlordand its Agents against any claims,costs,including reasonable_ attonicys'and paralegals'
fees;. and
liabilities,Mehl-ding without limitation,for injury to or death of any person,damage to any,property
and mechanics'liens or other liens or claims,arising.out of orin connection with the Work done:by
Tenant Contractor(and its subcontractors and sub-subcontractors)under its contract with Tenant:
3.1 Permits, Tenant will cause the Tenant Contractor .to apply for any bailding permits.
inspections-.and occupancy certificates required for or in connection with the Tenant Work,and will
promptly submit to Landlord copies'of the same.
3.3 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 addit-lonal
costs caused by such change orders.
3.6 As-BU.iilt .Plans. Tenant will deliver to Landlord a copy of the as-built plans and
specifications for the Tenant Work within 30 days aficrcompleti'on of the Tenant Work.
33. 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 add other applicable acts, laws,or goverlunental 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 plane and speeiftcations or construction comply with
applicable laws,.eodes, rules and regulations.
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3.& Liens.Tenant shall not permit any lien or claim for lien of any mechanic,laboreror:supplier Or any
other lien:to be filed against the Budding,Project,Land or the Preinisesor 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 76&:28,.Florida Statutes, shall protect.Landlord from any such Lien in
accordance with Section 114 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 withthe Tenant Work whatsoever,including,without limitation,all costs'for orrelated 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)_arid.
(b) the so-called "soft ccists" of the Tenant Work, including; without limitation, the Space
Plan, the Plans, and all revisions thereto,and any and all engineerig reprints'or other studies, •
reports or tests,air balancing orrelated work in connection therewith..
4,2 Landlord's Costs. Landlord will advise Tenant:in wetting,in advance, if Landlord will be retaining.
the•services of anarchitector engineer in connection withthe review and approval of the Tenant Space
Plan and Plans,including revisions thereto. Tenant will pay Landlord's actual out=of.-pocket costs for
architectural
and engineering review of the Space Plan and the Plans, revisions thereof.Tenant will pay for
all utilities for the.Tenant.Work orotherwi,se consumed in or.forthe Premises during the Tenant Work.
Tenant will be responsible for Landlord's costs and charges for hoisting,or freight elevator.
Commencement of Lease: Rent.,Any delay in 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.
(e) 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 limit's not less than S•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
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shall require that the underwriters Will provide Landlord with at least 30.days advance notice of
any•cancellation or Modification tothe insurance poliey.
, e.) All floor to ceiling partitions shall be canstructedbf Ere resistive materials consiating of metal studs,
and track;provided however,.Lancllord warrants that it has been informed that Tenant will be using
rubber nearing.
() 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 confirm;in accordance with this I4ase, far the entire Tenn of the
Lease.
(11) Tenant will,be responsible that all doors and openings at the Premises are secure and in good
working order,
(i) Tenant shall obtain all perthits necessary to perform the Tenant's Work and Tenant shall alsp pay
for all permit fees.and mipact fees(if any)associatedwithsualiperniits and Tenant's occupancy.
,(j Tenant will furnish evidence satisfactory tO Landlord;that all of TenanC's'Mirk has been completed
and paid for in full,
(k) Tenant will furnish all'certificates-and Other approvals,with respect toTenam's Work that maybe
required from any gen/emit'ental authority.
FATHE,ItEIVIAINDER()FINIS PAGE HAS BEEN INTENTIONALLY LEFT BLANKI
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TENANT CONTRACTOR RULI S®ULATIONS
•
1. 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 he posted in a readily
accessible area at the construction site..
( 2. Work Approval.All drawings,subcontractors and material must he approved Landlord pnor to the start
of construction,
3, Cnsurance,Tenant Contractor shall provide Landlord with the requited certificates of insurance for his.
company and for,each of his subcontractors prior to the coriimeucement 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 careftilly protect all walls,
wall coverings, carpet,, floors, furniture and fixtures and shall repair or replace damaged
property without cost to Landlord.
6, Dusty Work. 'Tenant. Contractor shall notify Landlord prior to
commencement of: extremely dusty work (sheetrock cutting, sanding,. extensive sweeping, etc),
so that arrangement may be made for ,additional filtering capacity on the affected UVAC
equipment. Tenant Contractor will. absorb the costs of returning the equipment to proper
condition.
7, Clean Up. Tenant Contractor shall at all times, on a day-to-day basis, keep the site .free
from 'accumulations of waste material, debris or rubbish caused by his employees or work. At
the completion of the work, he shall remove 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(o Tenant.
b, 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 durnpster(s) to be supplied by Tenant
Contractor,Materials'which may be reused should first be,cleared with the Landlord prior to disposal,
t0, Working Hours. There are certain operations that must be performed outside of
not-Mal hours to prevent the interruption of normal business operations.These are:
(a) Drilling ur cutting of the concrete floor slab or any concrete structural member.
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(b) Any work in which machine noise or vibration (such as fronting and hanging
sheetrock,removal of glued down carpet or the 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.
II. 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 elevglors, At no tune 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 daring 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 any work or repair necessitates
(a) Access to the top of an elevator cab;
(b) Utilization of the cab to perform special services;Or
Access,to special security devices;
sufficient time should be allowed for the 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 iaeurred in these arrangements'.
14, Electrical 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 baiting of the Tenant
Contractor, from future activities in the Building. All electrical panel's, 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. 11VAC.. 'The mechanical contractor shall deliver to Landlord an air balance report which
will verily air flow delivery per the construction drawing and be able-to demonstrate to Landlord
that al t thermostats function correctly and are properly calibrated. All flex ducts must be externally
insulated. Duct tape cut-outs not used shall he covered with a duct plate and
insolation.
16. Metering.All additional electrical panels and air conditioning units must be metered.
17. Floor Penetrations. All floor penetrations shall be caulked, cemented or tiled with
Materials which are fire-rated and match specifications of the original floor composition.
l . Welding/Cutting Torch Use. At no time is any welding or cutting torch, to be used in
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the Building without approval of the landlord, If approval is ,granted, Tenant
Contractor mutt coordinate the' tithing with the Landlord and must hate• a fire
extinguisher present in the work area at; all times, the .equipment is being used. Additionally,,
Tenant Contractor may he 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 garnishes;
lacquers, glues or other materials which are combustible or produce offensive ,od'ers be applied.
or sprayed in the Building without the approval of the Landlord.
20: Draining .of Sprinkler 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:
1, 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 or cause- a false. .alarm, Tenant. Contractor shall contact the Landlord or
prior to that. work. Any cost associated with false alarms that are caused by
TenanuContractor or his.subcontractors shall be absorbed'.by Tenant 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 fully lit and cleaned upon job completion,This includes replacement
,of tubes and ballasts as required in light fixtures that are replaced,added orrepostiotied,
23. Locks-.Only building standard locks are to be installed•in the Premises.
24. Deliveries, All deliveries and/or pickups made by contractors or vendors must be. made
through the loading dock_
25. Posting of Rules and Regulations. A copy of these rules and regulations,
acknowledged and accepted by Tenant Contractor, must lie 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,
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EXHIBIT C
RULES_AN'I RECi1LATIONS
I.. All garbage and refuse shall be disposed ofby 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:
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 ter any•other purpose than:that for which they arc
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'ThyssenBuilding other than asset forth in the Lease.
$. Tenant shall'keep and maintain the'Premises(including, without limitation, exterior and interior
portions of all frames,windows,doors and all other glass)ina neat and clean condition.
0. 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 0—reduction of the good will of the
Thyssen Building.
.1.U. 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.
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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'husiness operation.
11 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 fbrklift 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 tnay 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 shag l 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 sale 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 customer's,.
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 occupythe 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.
i'9: Tenant shall not store or sell any alcoholic beverages or any dangerous, materials (including,
without limitation,fireworl s),unless spesific:ally 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
publicor 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 thc Thyssen Building of which:they form 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-
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22. Tenant-shall contract with a reputable Air Conditioning Service company to.perform preventive:
maintenance on the I VAC 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.
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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 Go/eminent 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
101 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(he foregoing,.the patties 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.xpirationDate of the Lease is June 3.1,'2026
2. Tenant hereby confirms that
u, it has accepted possession ofthe Premises,pursuant to the terms of the Lease;
b. the Lease has not been modified,altered,or amended except as follows: ;and
e. on the date hereof,the Lease is in full force and.effect.
3. 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.
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IN WITNESS WHEREOF,the parties hereto have executed this instrument on the date first above-
written.
LANDLORD: TENANT:
1000 • 01T EET CORPORATION CITY OF MIAMI BEACH
By :r; ferfichy By
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Name: Name:Ric elle Williams
Title: vi ce aresi dens Title:Interim City Manager
Date: 1 /-Z024 Date:
EXHIBIT I) I'AGI?
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RESOLUTION 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 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 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
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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
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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:
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TENANT: City of Miami Beach, a Florida municipal corporation.
LANDLORD: 1000 Fifth Street Corporation, a Florida corporation
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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
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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.
Steven Meiner, Mayor
ATTEST:
MAY 2 1 2024
City Clerk "Rafael � . Gr-nado t =��aF;q'���,
:INCORPORATED'
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APPROVE[]AS TO
FORM&LANGUAG E
jV(
EXECUTION
J1/Zort-
City Attorney.2FZT' Date