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Net Lease Agreement between the CMB (tenant) and BCPF AVE LLC (Landlord) Execution Copy 2025 - 33597 NET LEASE AGREEMENT BCPF AVE LLC Landlord and CITY OF ?VIIAMI BEACH Tenant Dated: November . 2025 i��>sc,5o�;;; - 'TABLE OF CUNT�:NTS Page BASIC LEASE PROVISIONS AND DATA; DEFINITIONS.......................................................1 �R f�(CLE I DFMISE AND "[ERM OF LFASE.............................................................................� Sectiont.I Demise .........................................................................................................8 Section1.2 Tenn of Lease..............................................................................................8 Section ].3 Extension "l�erm............................................................................................9 Section 1.4 Tenant's Termination Right.......................................................................10 ARTICLE II CONDITION OF PREMISES..................................................................................11 AR11CLE ITI BASIC RF,1�T .........................................................................................................11 Section 3.1 Am�unt of Basic Retlt................................................................................1 1 Section3.2 Additional Rent..........................................................................................1 l Section3.3 Method �f Payment....................................................................................12 Section 3.� Dclinqucnt Pa}ments.................................................................................13 Section 3..5 Independent Oblig3tions............................................................................13 .ARTI('LE [V I1SE OF PREM[SES...............................................................................................14 Section4.1 Pennitted lise.............................................................................................14 Section 4.? Preservation of Premises............................................................................1� Section 4.3 Acceptance of Premises.............................................................................1� AR(I'ICLE V OPF:RATING EXPENSES ......................................................................................15 Section 5.1 Definition of Operating E�penses; Exclusions..........................................1� Section 5.2 Payment of Operating Expenses................................................................17 Section 5.3 Annual Statement.......................................................................................I� Section5.4 Re�-iew .......................................................................................................18 AR"T[CLE VI PAYMEN7 OF OTHER TAXFS, ASSESSVIENTS, ETC. ..................................19 Section 6.1 Payment of Impositions ....................................................:........................19 Section b.? Right to Contest Impositions ....................................................................?0 Section 6.3 Levies and Other Taxes .............................................................................20 Section 6.4 Evidence of Payment ................................................................................21 �R�I 1CLE VII INSURANCE........................................................................................................?1 Section 7.1 Tenant's Insurance.................................... � .................................................�1 Section 7.? Landlord's Insurance ................................................................................?4 Section 7.3 VVaiver uf Subrogation..............................................................................?� Section 7.4 W'aiver of Claims.......................................................................................25 ARI 1CLE VIII U"rII,ITIF,S...........................................................................................................26 Section 8.1 Payment of Utilities ...................................................................................?6 Section 8.2 Additional Charges ....................................................................................26 ARI'fCLE IX REPAIRS................................................................................................................26 Section9.1 Tenant's Repairs ........................................................................................2h Section 9.2 Intentionally Deleted.................................................................................28 Section 9.:� Tenant's Waiver of Claims A;ainst L,andlord...........................................28 Section 9.� Prohibiticm Against Waste.........................................................................?8 Section 9.5 Landlord's Right to Etifect Repairs............................................................7.,8 Section �).6 Misuse or'�leglecl ......................................................................................28 Section �).% Landl<>r�i's Repair Obli�.atioils...................................................................?8 ��,�,�. .,.�,, ,, i .aR�I ICL�, X (_'UNIPLIAVCE WITH LAVo S ANll ORDl1��1NC`�-:� ...........................................29 Section 10.1 (-'ompliance with Laws, Ordinances and Fnc:ui77brances...........................29 Section 10? Harardou� Materials ..................................................................................30 Section 10.3 Cost of('ompliance �vith E;nvironmental Iaws.........................................32 Section 10.4 Intentionally Oinitted.................................................................................33 Section 10.5 Acts or Omissions Regarding Hazardous �Vlaterials..................................33 Section10.6 Survival......................................................................................................33 ARTIC'LE Xl MECHANIC'S LIENS AND OTHER LIENS.......................................................33 Section 11.1 Freedom from Liens...................................................................................:3 Section 1 12 Removal of Liens.......................................................................................34 ARTiCLE XII INTENT OF PARTIES .........................................................................................35 Section12.1 Net Lease ...................................................................................................35 Section12.2 Entry by� Landlord......................................................................................35 ARTICLE XIII DEFAC�I_.TS; RF.MEDIES...................................................................................35 Section 13.1 Events of Default .......................................................................................35 Section13.2 Legal C'osts.................................................................................................39 Section 13.3 Landlord's Default.....................................................................................39 Section13.4 No Waiver..................................................................................................4p Section 13.5 Waiver bv 1 enant.......................................................................................40 AR'CICLE XIV DESTRUCTION AND RESTORATION...........................................................40 Secti�n 14.1 Landlord's Right �f Termination...............................................................:�0 Section 1=�.2 Restoration; Tenant�s Ri�ht ofTerinination..............................................41 Section 14.3 Abatement of Rent.....................................................................................43 ARTICLF XV C'O\I�FM'�'ATIO� ..............................................................................................43 ARTICLE XVi ASSIGNMENT. SliBLET"I�I'�IG. ETC................................................................4� Section 16.1 Restriction on Transfer ..............................................................................45 Section 16.? Permitted Transfers....................................................................................47 Section 16.3 Restriction From Further Assignment; Acceptance of Rent......................47 Section 16.4 Landlord�s Tem�ination Ribhts..................................................................48 Section 16.5 Excess Payments .......................................................................................48 Section 16.6 [enant's Failure to Comply.......................................................................48 AR7'ICLE XVTi SLBORDI�'ATIO'�, hONDIST[�RBANCF�, '�10TICF TO MORTGAUF.E ANDATTOR'.�iME�T............................................................................................................49 Section 17.1 Subordination b� Tenant............................................................................49 Section 17.2 Landlord's nefault.....................................................................................50 Section 17.3 Attonlment.................................................................................................50 ARTICLE XVIII SIG'�'S ........................................................ ......................................................50 Section 18.1 Tenant's Signs............................................................................................�0 ARTICLE XIX REPOR I'S BY IENANT ....................................................................................51 ARTiC'LE XX CHANGFS A?�1D ALTERA"I�IONS......................................................................51 Sectic�n ?t�.1 Tenant's C'hanges and Alt�rations.............................................................51 AR�ri(:LE h:XI Iv1ISCELLA�EOL`S PROVISIO�"5....................................................................53 Section 21.1 r;ntry by Landlord......................................................................................53 Section ?1.2 Indemnitication by Tenant.........................................................................53 Section21.3 �'otices .......................................................................................................54 Sectii�n 21.4 Quiet };njc�yment........................................................................................�5 ii :��HE,;��;,�� i- Section 21.i Landlord�s C'ontinuinb Obligations ...........................................................5.5 Section 21.6 Confidentiality ...........................................................................................55 Section ?1.7 Estoppel......................................................................................................56 Section21.8 Authoritv....................................................................................................57 Section ?1.9 Severability................................................................................................57 Section 21.10 Successor5 and As�i�ils..............................................................................57 Section ?1.t 1 Captions .....................................................................................................58 Section 21.12 Relationship of Pa�-ties...............................................................................58 Section ?1.13 Entire Agreement.......................................................................................5� Section ?1.14 No M�rger..................................................................................................58 Section 21.15 Possession and Use....................................................................................58 Section 21.16 '�Io Surrender During Lease Tenn..............................................................SK Secti��n 21.17 Surrender of Preinises................................................................................58 Section 21.18 Holding Over .............................................................................................59 Section ?1.19 Landiord Approvals...................................................................................60 Section21.�0 Sur�i�a1......................................................................................................60 Section 21.21 Attorneys� Fees..........................................................................................60 Section ?1.22 Limited l.iability........................................................................................6U Section21.2� Bmker ........................................................................................................61 Section 21.24 Governin�I.,aw ..........................................................................................C2 Section ?1.25 Joint and Several Liability.........................................................................62 Section 21.26 Time is of the Essencc...............................................................................62 Section 21.27 Security Deposit............................................ � .............................................6_ Section21.28 OFAC.........................................................................................................6� Section Z 1.24 Rent ��t Based On lncome .......................................................................63 Section21.30 Radon.........................................................................................................G3 Section21.31 Delay..........................................................................................................64 Exl�ibit A I_,egal Description Exhibit A-1 Premises Erhibit B Preliminaiy Plans and Specifications Exhibit C Reserved Exhibit D-1 "Green'� Lease Tenns Exhibit D-2 '�LEED'� Terms Exhibit F, Form of Estoppel Certiticate �xhibit F Reserved F.xhibit G Reserved Exhihit H Commencement vate Agreement Exhibit I Additional Liabiiity Rider Exhihit J Trade Secret Affidavit iii „i,�.5,;,.,; NET LE.aSE AGREEMENT TI-IIS NET I,EASE AGREEMENT("Lease"), made thi� day of November, 2025 (the date that the City receives a copy of the fully signed Lease, the "Effective Date"), by and bet�een BCPF AVE LLC, a Dela��are limited liability company{"Landlord"), and CITY OF MIAMI BEACH ("Tenant"). BASiC LEASE PROVISIONS AND DATa; DEFINiTIONS Basic Lease Provisions. Each reference in this Lease to any of the follo��ing tenns shall be construed to incorporate the data for that term set forth in this Section. Tenant: CITY OF NIIAMI BEACH Tenant Address: 1700 Convention Center Dnve Nliami Beach, Florida 33139 �.ttention: City Manager and 1833 Bay Road Miami Beach, Florida 33139 Attention: Asset Management and 1]00 «-ahington Avenue Miami Beach, Florida 33139 Attention: Property in Evidence Unit Supervisor with a copy to: 1700 Convention Center Drive Nliami, Florida 33139 Attention: City Attorney Landlord: BCPF AVE LLC Landlord's Address: c/o Barings I.LC 300 South Tryon Street, Suite 2500 Charlotte, NC 28202 Attention: Asset Manager With c� copy to Landlord at: c/o Banngs LLC 300 South Tryon Street, Suite 2500 Charlotte, NC 28202 Attezltion: Real Estate Legal � ;��,;s�;.h,�- , Building Manager: Foundry Commercial 420 S. Orange Avenue, Suite #200 Orlando, Florida 32801 Attention: Property Manager Guarantor: None. Building: An approximately 86,811 square foot industrial building located at 1�101 NW 57"' Avenue,Miami, FL 33054, Ground Lease The real property ground leased to Landlord by Ground Lessor pursuant Premises: to the Ground Lease, situated in the City of Miami (the"Cit}�"), County of Miami-Dade (the "County") and State of Florida, described more specifically in Exhibit A attached and made a part hereof. Building All equipment, machinery, building fixtures, and other items of property Equipment: (whether realty, personalty or mixed), including all components thereof, now or hereafter located in, on or used in connection with, and pennanently affixed to or incorporated into the Improvements (as hereinafter defined), including, �vithout limitation, roofs and roof membranes, fiirnaces, boilers, heaters, electrical equipment, fire and theft protection equipment, and all sanitary,sprinkler, utility,sewage,drainage, power, plumbing, cleaning, fire prevention, heating, refrigeration, ventilating, and air cooling systems, apparatus and equipment and any and all replacements of any thereto, whether presently installed or installed after the date of this Lease. Improvements: All improvements, including the Building, Building Equipment and other property (except Tenant's Property as hereinafter defined) installed or located on the Ground Lease Premises, together with all additions, alterations and replacements thereof. Premisese .An approximately 2�,991 rentable square foot portion of the Building commonly known as "Unit 4", as more specifically shown on Exhibit A- 1 attached hereto and made a part hereof, which area shall include approximately 2,260 rentable square feet of office space. Commencement The Effective Date. Date: Expiration Date: January 31, 2031, unless sooner terminated as provided in this Lease. Basie Rent: The Basic Rent is as follows: � G I(,I�ri`11r;y" ,- "I'ime ��erfod ' I2ental �viotflrhl� Basic Fi�nt* i Annual Basic �entx� i Rate Pea- ' RS F' ' - -- --_ _ _� --- __----- -- . _ _ Lease Year 1*" � $18.50 i $3�,527.?9 �4E�2,333.50 � I Lease Year2 --- � � �' �19.�4-- ; $ .04 068.90 -- - I $480,826.84 I , , _� -- __-- - -- - ---- _- --------� .,---- -_ — __ --- --t— i Lease Year 3 ` $20.01 i $4 t,671.66 i �500,059.91 �� ', Lease Year 4 $20.81 ' �43.338.>3 i �5?.0,0623 I --- � I- --- -- -- ,__ _-- - t-- -- Lease Year 5 i $21.64 i �45,072.07 �540,864.80 � � -!---__ --- - _--- - --- --- -- -__ __ _ ---_ -- Partial Lease�'ear 6 � $22.29 �47,253.82 i �567,045.79 � _ ----- --------�- - --. _.._.----- J '�` I��loricla sta�e sales tczx, if applir.ablc, shall b� rdded to Tc�zant's paymE��t of�Ba�ic Rei1t u�zdc�r this Lease in accor�lcznce �vith Sectiofz 3.3 6z�reoJ: ** 7he Ba,sic Rent tor� theJir.st three (3j rnonth.s of the Ter�m are abated hti�I.anc�loYd. Security Deposit: �77,055.58, to be held by Landlord subject to the tetms and conditions set f��rth in Section 21.28 of'this Lease. Advance Basic Rent ti 38,527.79, plus appli�abla Florida sales tax. Payment: "Cenant's Share: 28.7y°�o Terrn: The lnitial Term together with the Extension Tenn (as herein delined), if any. of this Lease or any extensions to or modificaticros of the lnitial �Tenn. Primary Intended The Premises shall be used for storage, distri�ution and warehousing- Gse: Tacility uses and all legal uses incidental thereto, but not for any retail, manufacturing,or sales uses,subject to the terms and cc�nditions of Article I�' of this Lease. Additianal Definitions. When used in Leasr�. the capitalized tei-��ns set forth below shall bear the meanings set forth below. Additional Rent: All charges payable by 1�enant other than Basic Rent, however denoted, are hereinafter collectively referred to as"�c�ditianal [tenY'). Brokers: Chariff Realty Gro��, re�rtstnting Tenant, and C'BRF., Inc., representii7� L:andlord. 3 �z��.��,>s�,h�� i� Declaration: Collectively, the Reciprocal License Agreement, recorded in the Official Records of Miami-Dade County's Clerk of Circuit Court on October 18, 2019 in Book 31 b51, Page 3316 (the "RLA"), together with any one or more declaration of covenants, conditions and restrictions (or similar documents) that may be entered into or created by Landlord, Ground Landlord, or any other ground lessee of Ground Landlord that is an "Owner" under the RLA from time to time and recorded with the official records of the Clerk of Circuit Court for Miami-Dade County, as the same may be amended, modified, supplemented, replaced or restated from time to tirne. Environmental �s used herein, the term "Environmental Laws" means all applicable Law•s: present and future statutes, regulations, ordinances, rules, codes, judgments, orders or other similar enactments of any govemmental authority or agency regulating or relating to health, safety, or environmental conditions on, under, or about the Premises or the environment, including without limitation, the Comprehensive Environmental Response, Compensation, and Liability :-�ct of 1980, 42 U.S.C. §§ 9601 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. �§ 6901 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. ��S 1801 et seq.; the Clean Water Act, 33 U.S.C. �S§ 1251 et seq.; the Toxic Substances Control Act, 15 U.S.C. §§ 2601 et seq.; the Clean �ir Act,42 U.S.C. §� 7401 et seq.;the Safe Drinking Water Act, 42 U.S.C. §§ 300f et seq.; the Atomic Energy Act, 42 U.S.C. �§ 2011 et seq.; the � Federal Insecticide, Fungicide and Rodenticide �ct, 7 U.S.(C) �� 136 et seq.; the Occupational Safety and Health �ct, 29 U.S.C. �� 651 et seq.; and all state and local counterparts thereto, and any regulations or policies promulgated or issued thereunder. Ground Lease: That certain Amended and Restated Development Lease dated as of February 19, 2007 by and between Miami-Dade County , a political subdivision of the State of Florida ("County")by and through the Miami- Dade County Aviation Department ("Department" and together with the County, the "Ground Lessor"), as lessor, and AVE, LLC, a Florida limited liability company ("AVE"), as lessee, as amended by that certain First Amendment with an effective date of September 2, 2019, and (i) as partially assigned by :aVE to r1VE Building A, LLC, a Florida limited liability company ("Ave .A"), pursuant to that certain Partial Assignment and Assumption of Amended and Restated Development Lease (AVE Building .4) dated as of October 15, 2019, as further assigned by�ve A to FOF Red Road Owner, LLC, a Delaware limited liability company("Prior Lessee"), pursuant to tllat certain Assignment and Assumption of .�mended and Restated Development Lease dated as of March 9, 2022; and(ii) as partially assigned by��VE to AVE Building A1, LLC, a Florida limited liability company ("AVE A1"), pursuant to that Partial Assignment and Assumption of �mended and Restated Development 4 �r�i��sr��h�� ease �AV r Buildin�s A 1} da�ed as of Octob�r 1>, �?O l 9, as fiirtht.r assigned by AVE A1 te� Prior I:essee pursuant to that Assignment and Assu��ption of Amended and Restated Development Lease dated as �t March 9, 2022; and (iii) as partially assigned by AVT to AVE Building A2, LLC', a Florida liinited liability company (`AVE A2"), pursuant to that ccrtain Partial Assignment and Assumption of Amended and Restatcd Uevelopment Lease (AV E Building A2) dated as �f Octoher 15, �Ol 9, as further assigned by AVE A? to Prior I:essee pursuant to that certain .lssignment and �s5umption ot� Amended and Kestated Development Lease dated as of March 9, 2022, all as subject to the Lease C'onsolidation Agreement dated as of April 24, ?024 by and between Ground Lessor and Prior l:essee and subsequently assigned to i�andlord pursuant to that certain Assignment and Assumption of Amended and Restated Uevelopment I,ease dated May 13, 2024, all as the same may be further �mended, modified, supplemented, replaced or restated from time to time. Lease Year: i�ieans each period of one year during the I'enn commencing on the Commencement Uate or on any anniversary thereot; or, if the Cotnmencement Date dues not fall on the first dav ofi a calendar month, the first Lease Year shall consist of the partial calendar month from and folluwing the Commencement Date and the succeeding twelve full calendar months (with the annual Basic Rent for such Lease Year increased proportionately to such greater length), and each succeeding I_ease Year shall consist of a one-year period cominencing, each year, on the first day of the calendar munth following the calendar rnonth in which the C`ommencement Datc fell. Annual Basic Rent shall be prorated pr��portiunately for any partial Lease Year. WITNESSETH: AR`I'ICL� I DENIISE AVD TEItiVI OF LEASF; Sectiun 1.1 Uemise. Landlord hereby leas�s to Tenant and Tenant hereby leases from Landlord the Premises. The Premises are subje;ct to the Ground Lease, the Declaration, and all easements, restrictions, reserv�ations an�� all other encumbrances and matters of record now �>r hereafter recorded a�ainst the Land. Section 1? Tenn uf Lease. The initial Z crm of this Lease shall commence on the Commencement Date, and shall end on the last day of the sixty-third (63rd) full ualendar inonth ttiereafter. The initial T`erm of the Lease, as set f�rth above, is sometimes hereinafter referred to as tt-ie"lnitial Term." Any reference to the"tenn" or��Term''of this I,ease or similar reference shall be a reference to the Initial Term together �ith the Extension Tenn(as herein d�finedj. if any, c�f this Lease or any extznsi��ns to or modificatior�s of the Initial Tenn. � i;,i s�„�,,,,,- ,, _ Sectiorl I.3 E:xt�nsioii -t errr�. 1�zrlant sliall ha�e the ri�ht, subject t�� the tetnls a�ld condiiions of this Sectiou_1.3, to extend the Term tor all of the Premi�es for one (1) period of tive (5) years (the�'Extension 7`erm") on the ter�ns and conditions of this Article provided: (a) Teriant's extension rights shall be conditioned upon (i) this Lease being in full force and effect and (ii) Tenant not beinb in default in the performance of any of tl�e terms, covenants and conditions contained in this Lease beyond all applicable notice and cure peri�ds bc�th at the time ofi exercise of the right of extension and at the time set t�r commencement of the Extension 'Term, blrt L:andlord shall have the right at its sole discretion to waive this condition. (b) The Extension Term shall be upon the same terms.covenants and conditions as provided in this Lease; except that (i) Tenant will have no right to extend the Term �f this Lease heyond the Extension "1'enn and (ii) the annual Basic Rent for the Extension Term shall he equal to the "market rate basic rent" deteimined in accordance with Paragcaph �d) l;eluw and ii��lu�li��g aiuival zscalatiuii� tl�creuf; pii,vidc�l, liuw�v�i, tl�� Basic Rent rate for the Extension Term shall in no event be less than one hundred four percent (l 04%) of the Basic Rent rate immediately priur to the commencement of the Extension Tenn. If the Basic Rent rat�e for Che Extension "I'eiTn has not been determined prior to the comri�zncement of"�I'enant's obligation to pay Basi� Rent with respect to the Extension �I erm, then 7'enant shall pay Basic Rent at the ratc set f�rth in Landlord's estimated amount, until Basic Rent has been so determined, at which time T'enant shall pay any underpayment of Rent to Landlord or Landlord shall refund any overpayment to Tenant, as applicable. Upon determinatiun of the Basic Rent rate for the Extension Term, tne parties shall c;x�cute an amendment to this Lease to establish and evidence such Basic Rent rate provided that the failure of the parties to execute such amendment shall not affect the exercise of the Extension Term by Tcnant. (c) Tenant shall exercise its right to the Extensi�n Term pro��ided herein, if at all, by notifying Landlord in writing of its election to exercise th�nght to extend the Tenn at least twel�e �12) months pnor to the then-scheduled expiration of the Term, time being of the essence. (dj `�1�larket rate basie rent' shall mean the Basic Kent rate (and includin�; annual increases thereo fl at which the Premi.�es would be expected to be leased for a nve (�) year extension terrn commencing on the first day of the E:xtension Term, in its then- existing condition, in an arm's-length transaction between a willin�; lessor and lessee in a comparable industrial building in the same industnal space submarket in which tlle Premises is situat�d and considerin� all then-relevant factors. [f T enant properly exercises its optiori ior thz Extc;nsion Term, Landlord and Tenant shall atteinpt to a�ree as to the inarket rate basic rent within thirty (30) days after Tenant exercises such option (the '�Negotiation Period"). If Landlord and Tenant do not agree in writin� as to the market rate basic rent witllin such time penc�d, then the market rate basic rent:�hall be determined by binding "baseball'' arbitration, in accordance with the folluwing provisions. 1�o be��alid.Tenan.t's notice exercisin�its er�ttnsion option shall include tlie name.. addr�:ss and professional c�ualificaiions of� the person �le�i�nated to act as apprai,>er �n Terzant's beh;�lf� �� ,„��>��_;�>�� ; � (such appraiser, the "Tenant's Appraiser��}. Within tcn (l0} busiiicss days aft�r scrvicc of such notice or w�ithin tei� (10) business days after the ex}�iration of thz tie�otiation Period, whichever is later, Landlord shall give ��ritten notice to 7'enant specifying the nainc, address and professioilal qualifications of the person designated to act as appraiser on Landlord's behalf(such apprai�er, the`�Landlord's Appraiser"). The Tenant's Appraiser and Landlord's Appraiser shall, within ten (l0) days after selection of the Landlord�s ,��ppraiser, select a third independent appraiser (the "Third Appraiser"). All appraisers appointed hereunder sha11 be c�i7lmercial brokers licensed in the State of Floi�ida with not less than ten (10) years of experiencc in the leasing and determinin� of r�ental rates of iinproved industrial real estate in thc Miami l,akes, F1ot-ida submarket, and be devoting substantially all ot�their time to professional appraisal work at the time of appointment and be in all respects impartial and disinterested. 1'he inarket rate basic rent determined by each of the Tei�ant's Appraiser and the Landlord's Appraiser shall be given within a pei-iod of thirty (30) days after the appointment of the Third Appraiser. Each party shall pay the fees and expense� of the appraiser appointed by or on behalf' ot� such party and the f'ees and expenses of the Third Appraiser, and any arbitrator appointed pursuant to this subsection, shal] be bom� equally by both parties. If a party fails to appoint its appraiser within the titne abuve specified, or if the Tei�ant's Appraiser and the L:andlord's Appraiser cannot agree on the selection of the Third Appraiser within the tiine above specified, then either party may pursue arbitration and request the appointment of Landlord's Appraiser or Third Appraiser, as the case may be, by application to the branch of the .�merican Arbitration Association located closest to the Premises, upun ten(10)days' prior written notice to the othex party of such intent. If the Land{ord�s Appraiser and f'enant's Appraiser do not agree as to the market rate basic rent, then the Third Appraiser shall determine market rate basic rent by selectiilg the market rate basic. rent prvposed by one of the two appraisers. Any determination by the Third appraiser shall be made no later than thirty�(3l))days after the date the Third Appraiser has received both appraisals from each of the I_andlord`s Appraiser and the "Tenant's Appraiser. The Third Appraiser's decision shall be final, binding and conclusive upon the parties. Section 1.4 Tenant's "I ermination Right. Pro�ided that (a) Tenant has not assigned this Lease or subleased all or substantially all of the Pre�nises for substantially all of the"Cerm, and �b) no F.vent of Default �as hereinafter defined) shall have occurred and be continuing beyond all applicable notice and cure periods, Tenant shall havc the right ('�Tenant's Termination Right") to terminate this Lease anytime�luring (aj m<>nth forty(�U) of the Initia] Term, or (b} if the Lease is ext�nded for the Extension Term pursuant to Secti�n 1.3, month sel enteen(l 7)of the Extension Tenn (i.z. month eighty (80) of the Terrn as extended pursuant to Section 1.3), in each case by providing Landlord not less than twelve (1 Z) months' prior written notice af Tenant's intent to tetminate the l,case (ihe "Early Termination Notice Date'�), on the last day of the applicable 12`�, calendar month (the �`Earl�� 1'ermination Date"). �ot later than the later of(x) the date t.hat is four i 4) months after Landlord's receipt oi'Such noticc, or(y)the Farly Tennination Notice Date, Landlord shal] deliver to �I,enant its reasol�able estimate of the E;arly "l�ermination Fee, which estimate, if d�livered in good faith, shall be conclusive, and Tenant shall pay such �arly �Termination Fea not later than tliirty (30) ctays prior to the Early Ttrmination Date. If Tenant timely exercises Tenant's Termination Ri�ht and pays the Early Tenz�ination Fee in accord�ince with this Lease, then this Leasc shall terminate on the date �pecificd in such notic;e, as if such date �.vere the Expiration Date.The"Eaa-ly Te1•mination Eee"shall be the sum of(i)the Nlonthly Basic Rent that would he payahle fur the six(b)�nunth penod Eullo4ving the Early"l�enninatian Date, and 7 i<,i_«,s��,�+, i- {ii} Lal��lord's reaaonable estiinate of all additiunal rent that would be payable for t��e six (6)nlon�h p�ri��d following the F�,arly"I�ern�ination Date, subject to reconciliation after the expiration of suc11 calcndar year as provided in Section 5.3. ARTICLE II CONDITION OF PREMISES The Premises are being leased to Tenant in their present"as-is" condition as of the (��mmencement Date. �'ITHOUT REPR�SENTATION OR WAR.RANTY. Landlord shall have no obli�ation to perfoi7n any alterations or to make any improvements to the Premises to pre�are them for Tenant's occupa��cy. Tenant acknowledges that 'Tenant has fully investigated the eondition of the Premises or has waived its ri�ht to do so and is fully familiar with the physical condition of the Premises, including but not limited to, the HVAC and other base Building systems, the indoor air quality of the Prernises ancl the Building, and Tenant accepts the same �'as-is." A�"1`1("LE lIl BASIC R�vT Section 3.1 ��mount of Basic_Rent. The annual Basic Rent payable by Tenant to L.andlord shall be as set forth in the Basic Lease Provisions. Tenant shall comznence payment ok Basic Rent on the Coinmencement Date, provided, however, that Basic Rent shall be abated by [_,andlord for a three (3) month period (the "Ak�atement Period'') commencing on thc Commencement Date and ending on the day immediately preceding the date that is three (3) months after the Commencement Date. All other Rent due under this Lease shall commence upon the Commencement Date. Section 3.? Additional Rent. For ��urposes hereof, `'Additivnal Rent" shall mean and consist of all charges payable by Tenant under this Lease other than Basic Rent, ho�+ever deno�ted. "I'he Basic Rent shall be absolutely net to Landlord, except as expressly provided in Section 9.7 so that this Lease shall yield, net to L,andlord, the Basic Rent specified in Section 3.1 in each year of tkle Tei-m of this Lease and that all impositions, insurance premiums, utility charges, maintenance, repair and replacement and other operating expenses, payments ar char�es under covenants, conditions and restrictions now or hereafter of recu�-d, all expenses relating to compliance with I,aws, and all. other costs, fees; charges, expenses, reimbursements and obligations of every kincl and nature whatsoever relating to the Premises which may arise or become due during the Term ur by reason of events occurring during the Tenn o#� this Lease shall be paid or discharged by Tenant, at Tenant's sole cost and expense. in the event Tenant fails to pay or discharge any imposition, insurance premiuim, utility char�e, maintenance repair or replacement expense which it is obligated to pay or discharge, and such failure continues beyond all applicahle notice and cure }�eriods, such failure shall be an Event of Default under this I.ease and Landlord, in addition to all other rights and remedies c�f Landlord, may,but shall not be obligated to,pay the same, and in that cvent"renant shall immediately reimburse Landlord therefor and pay the same as Additional Rent. In the event that Landlord is required to defend against or incur, as applicable, any and all elaims, demands,judgmEnts,settlements, causes of action,da�mages,penalties, fines,encumbrances,liens, taxes, eosts, liabilities, losses and expenses (iricluding, all costs, atti�rneys' fees, expenses, and court c�sts) as a result of Tenant's failure to rirnely �ay or discharge any applicable impc�sition, insurancr; premium, utility� charge, maintenan�e repair ��r replacer�ent ex��ense. or other amou��t n iF,�x��5ohy�� i- wl�ich it is obligated to pay or dischat-ge, in addition t�� all other rights and remedics c�f Landl�rd, Tenant shall be responsible� ft�r and shall reimburse Landlord as Additional Rent, within ten ( IO) days after demand therefor, foz-all the costs ac•tually inuui-red by Landlora in connectiun therel�ith. Notwithstanding anything to d�e contrary in this Lease, in each case that "I'enant is required to reimburse Landlc�rci under this [,ease for Landlord's costs,fees(includin�attorneys' fees and court costs), damages, settlement�. �xpenses, demands, liabilities, penalties. obligations, claims. ��r Losses hereunder (including ��ithout 1i�nitation, Sections 3.2, 7.1. 7.?, 7.4, 9.1. 9.6, 10.2, 10.3, 1 1.1, 13.2, 15, ?p.I,21.3, 21.19 and 21.24), in addition thereto Tenant shall pay an administrative fee to Landlord eyual to ten percent (10°io) of such amounts. Basic Rent and Additional Rent are sometiines hereinafter collectively refen-ed to as "Renf'. Section 3.3 ivlethod of_Payment. Ienant represents and warrants (i) that Tenant is a municipal cotporation organired under the State of Flc�rida and, as such, is exempt from payment of the Florida sales tax, and (ii) that Tenant currently holds a valid Consumer's Certificate, of Exemption (Form DR-1�) and shall provide such certificate to I.andlord upon written request therefor. At all times during the Term of this Lease, l�enant shall take all actions r•equired to maintain such Florida sales tax exemption. Tenant will pay Basic Rent without paying applicable Florida sales tax, in equal rnonthly installinents to Landlord, based upon one-twelfth (1/12th) �f the annual Basic Rent detennined in aecordance with Section 3.1, in advance, without notice, demand, offset, abatement or deduction, commencing on the Commencement Date and continuing on the first day �f each and every calendar month after G�mme�ncament Date during the Term (subject to the three(3)montl�abatement set forth in Sectiun 3.1 hereu fl providec�,liowever, as set forth in the Basic Lease Provisions, Basic Rent for the first full calendar month during the Term foll��wing the Abatement Period(i.e.,the I�asic Rent included in the Advance Basic Rent Payment) shall be due and payable upon the full execution of this Lease. Notwithstanding the foregoin�, in the e�ent that Landlord reasonably dctermines that it is r�uired to pay Florida sales tax on account of this Lease or 7 enant's use and occupancy�f the Premiscs, then Tenant shall, immediately upon writtzn demand tl�erefor, remit to Landlore� all amouilts then due and payable (together with any late tees or penaltie�assessed against Landlord in connection therewith)on account of such Florida sales tax, and shall thereafter pay applicable Florida sales tax to�ether with each}�ayment of Basic Rent hereunder. Landlord shall apply such portion of the Adva��ce �3asic Rent Payment to the payment of the monthly installment of Basic Rent due relative to the first full calendar month d�urin� �he Term occun�ing after the Abatement Period. With regaY-d to any partial calendar month (if any�}preceding the tirst full calendar month durin�the Term after 'the Abatement Period,Tenant shall pay the applicable pro rata portion of the�nonthly installment of Basic Rent for such partial m��nth in a timely manner on the day following the expiration oti the .Abatement Period. Tenant will make all E3asic Rent and Additiona] Rent payments to Landlord via automatic clearing house (AC��> transfer��r via check at such place as I_andlord inay fi-om tirne to time designate in�-riting. [,andlord and "�enant will pr��rate, c�n a per diem basis, Basic Rent and Additional Rent for aiiy partial month within the Tei-�n. Section 3.4 Delinquent Payinents. Except as other�,��ise �xpressly set fi�rth hereiri, all pay�nents of F3asic Rent and Additional Rent shall be payable witl�out previous demand therefor and without any right of setotf or deduction whatsoever, and in casz c�f nonpayment of any item of Additional Rent by Tenant wlaen the same is due, Landlord shall have, in addition to all it�other right� and reme�ies, all of th4 rights and reincdies a�ailable to Landlora under the provisi�m5 of this L:ease or hy law in t.he casr.� of n�npayment of t3a�ic I�ent. "l'h� perfi�rman��; aii�j observan�e 9 �. i ,. .,�,. , 6y �I enant of all th�� tenY�s, covenants, conditie�ns and under this I_ease hereunder shall be perf��nned and obseiti�ed by Tenant at Tenant'� sol� cost and expense. Any installment of Basie Rent or Additional Kent or any other charges payable hy Tenant under the provisions hereof which are not paid by Tenant when due shall bear interest at the lesser of(i) an annual rate equal to ftve percentage points per annum in excess of the puhlished "prime rate" or "base rate" of intere�t charged by U.S. Bank National Association (oi- similai- institution if said �3ank shall cease to exist or to publish such a pnme rate), or (ii) the maximum rate of interest penliitted by Section 218.74(4), Flonda Statutes, as may be amended from time to time, from the date when the same is due hereunder until Tenant pays the same, but in n�� event in excess �f the inaximurn lawful rate permitted to be char�;ed by Landlord against T cnant. Said rate of intere�t is sometimes hereinafter referred to as the `��'[aximum Rate of[nterest." In addition, any installment of Basic Rznt or Additional Rent or any other charges payable hy Tenant under the provision� hereof which are nut paid when due shal] be subject to a late payment fee of five percent (5°io) of the unpaid amount. 1�enant acknowledges that Tenant's failure to pay Batiic Kent or Add�tional Kent when due may cause Landlord to incur unanhcipated costs and the exact amount of such costs are impractical or extremely difficult to ascertain. The parties agree that the late payment fee specified above represents a fair and reasonable estimate of the costs Landl�rd will incur by reason of such late payment and acceptance of such late payment fee does not constitute a waiver of Tenant's default or limit any other remedy of l�andlord."I'he late payment fee shall be deemed to be Additional Rent and such charge shall be in addition to all of Landlord's cights and remedie� hereunder or at law. Section 3.5 lndependent Obli�ations. Z�enant hereby acknowled�es and agrees that the obligations of Tenant hereunder shall be separate and independent co�enants and a��eements, that the obligations of Tenant hereunder, includin;, without limitation the obligation to pay Basic Rent. Additional Rent and other sums due hereunder. shall continue unaffected, unless the requirement to pay or perform the same shall have been terminated or abated pursuant t�� an express provision of this Lease. Except as expressly set forth in this Lease, Tenant's obligation to pay Basic Rent, �'kdditional Rent and other sums hereunder shall not be discharged or othen�ise affected by any restriction on Tenant's use of the Preinises or access to the Premises, c�r any casualty or takin�„ or any other occurrence; and no tennination or abatement remedy that is not expressly provided for in this L,ease for any breach or failure by Landlord to perform any obligation under this Lease shall be implied or applicable as a matter of law. Landlord and "1 enant each ackn�wledges and agrees that the independent nature of the obligations of Teilant hereunder represents fair, reasonable, and accepted commercial practice with respect to the type of property subject to this Lease, and that this a��eement is the product of free and informed negotiation during which hoth Landlord and Tenant were represented by counsel skilled in negotiating and drafting commercial leases in the area in which the Pi-emises is located. Such waiver and acknowledgements by Tenant are a material inducement te� Landlord cntering i��to this Lease. To the extent of any conf7icts or inconsistencies between the terms and pr��visions of this Section 3_5 and the terms and provisions of the remainder of this Lease, the tenns and provisions of this Section_3_5 shall control. l�i i�,i�h;o�,��- �, A[t i ICi.r i� L�SF: OF FkEMISES Seetion 4.( Permitted Use. The Premises shall be used for the Pni�nary Intended Use and for no other purpose. I'enant shall not us� ar occupy the same, or permit them to be used or occupied, contrar_y t�� any statute, rule, order, ordinance, requirement or regulation applicable thereto, or in any ma,�7e��hich would violate any certificate of occupancy�affecting the Building, or w�hich w�uld make i�c�id or voidable any insurance then in force with respeet to the Building�r which would make ii impossible to obtain fire or other insurance thereon required to be funlished hereunder by Tenant, or which would cause structural injury to the improvcments or cause the valu� or useh.ilness of the Premises, or any portion thereof, substantially to diminish (reasonable wear and tear excepted), or which would constitute a puhlic ar private nuisance or waste or would violate any Environmental �aws , and Tenant agrees that it will promptly, upon discovery of any such use, take all necessary steps to compel the discontinuanee of such use. Sculiu�i 4.2 Pi�uliibile�J li5e�. Lan�ilura ar�d TenanL hereby acknvwlecl�e lYidl, �ubjec� tc� the tenns and provisions of this Lease, Tenant intends to use the Premises to store evidence obtained by the City of Miami Beach Police Department. Notwithstanding anything to the contraiy in this Lease, in no event shall Tenant bring or store, or permit any of the following to be brought upon or stored, in the Premises: (a) firearms, ammunition, artillery or explosives of any kirid whatsoever, (b) drugs, narcotics or any materials that are classified as a ''controlled substance'' under applicable Laws or any paraphernalia associated therewith, or (c) any iten��s that would iilcrease the rate of insurance to be paid by Landlord in connection with the Premises provided the same is consistent with a standard policy of property insurance for an industrial building. Tenant shall he permitted to have� gasoline in vehicles stored at the Premises pro��ided Tenant takes all precautions reasonably rec�uested by Landlord (and, in any event, not less than reasonable pt-ecautions, which shal? include fire retardant floor coverings) to prevent the same from causing a fire hazard at the Premises or releasing any{umes at thc Premises,and further provided that Tenant complies with all applicable Laws (as defined in Section 10.1); and Tenant otherwise agrees to store any separate containers oi gasoline in a fire retardant cabinet, which shall be consistent with fire codes and other Laws. Section '�.3 Preservation of Premises. Tenant shall not use, suffer, or pei-mit the Premises,ar an�%portion thereof, to be used by Tenant,any third party or the public in such manner as might reasonably make possible a claim or claims of adverse usage or adverse possession by the publ;c, as such, ar third persons, or of implied dedication of the Premises, or any portion thereof. Nothing in this Lease contained and no action or inaction by Landlord shall be deemed or construed to mean that Landlord has granted to Tenant any right, power or permission to do any act or make any agreeinent that may creare, or oive rise to or be the fouizdation for any such right.. title, interest, lien, charge or other encumbrance upon the estate of Landlord in the Premises. Section 4.4 Acceptat�ce of Premises. Except as otherwise expressly set forth herein, Z�enant ackn�wiedges that neither Landlord nor any age.nt of Landlord has made any representation or warranty or covenant of any kind whatsoever, eith�;r e�press or implied, with respect to the f'remis�s, the Buildiizg, the Improvement� or any matter related thereto inclu�iing the condition thereof or ��ith respect to th� s�itability or fitness of any oi the foregoing for the conduct o# "I,ena.nt'� business or for any oiher purpose �and, subject t� Landlorel's obligations in Section 9.7, ll �,;- ,��„- - "I�enant accepts the Premises in an '`as is" condition. Tenant shall comply with any recorded covenants, conditions and restrictions affecting the Yremises and the f3uilding as of the commencement of the Lease or which are recorded during the Term of this Lease ("Subsequent Fncumbrances"). Any Subsequent Encumbrances(except any Subsequent Encumbrances that(x} Landlord is required to record pursuant to Laws, or (y} that are recorded by or at the direction of Ground Lessor) that increase the monetary amounts which Tenant must pay to Landlord under the Lease by greater than ten percent (10°io), shall require Tenant's consent, not to be unreasonably withheld,conditioned or delayed(provided,however, ifTenant does not so consent, Landlord shall have the ri�;ht to tenninate this Lease upon thirty (30) days prior written notice to Tenant). ARTICLE V OPERAT'iNG EXPEVSES Section 5.1 Definition of Operating Expenses; Exclusions. "Operating Expenses" shall mean tlie amount of a]] of�L,andlord's costs and expenses incuiYed by Landlord in operating, repairing, replacing and maintaining the Building in good condition and repair, and in compliance with the Ground Lease and Declaration, for a particular calendar year (including, if at any time Tenant ceases to lease the entire Premises, all additional costs and expenses varying on the basis of occupancy that Landl�rd reasonably determines that it would have paid or incurred during such year if the Building had been fully leased and occupied), including by way of illustration and not limitation, the following: all Impositions (and costs of any Tax Protests), all costs incurred under any recorded agreements, Insurance Costs (as defined in Section 7.2 below); water, sewer, electrical and other utility charges other than the separately billed electrical and other utility charges paid by Tenant pursuant to this Lease;stonnwater discharge fees; tools and supplies;repair costs; landscape maintenance costs; license, permit and inspection fees; costs and expenses of managing the Building, including a management fee; the costs of obtaining and/or inaintaining the certification of the Building in accordance with the Green Building Standards; waste disposal; recycling costs; supplies, costs,wages and related employee benefits payable for the management, maintenanee and operation of�the Building; maintenance, repair and, subject to the li�nitations in this Lease, replacement of the driveways, parking areas, curbs and sidewalk areas(including snow and ice removal), landscaped areas, drainage strips, sewer lines, roof inembrane, gutters and lighting; maintenance and repair of the exterior walls, foundation and roof decking; and maintenance and repair costs, dues, fees and assessments incurred under the Ground Lease, Declaration, or any other covenants or charged by any owners association. The cost of any Operating Expenses that constitute capital expenditures under generally accepted accounting principles and which are (a) reasonably intended to reduce ar reduce increases in Operating Expenses or create an �perating efficiency or sa��ings for the F�uilding;or(b) required by any Laws (or any amendments or rulings thereto) first effective or tirst requiring compliance after the Commencement Date; or (c) replacements of existing systems or equipment where Landlord reasonably determines that the cost of replacement is more cost effective than continued or repeated repairs (collectively, "Permitted Capital Expenses") shall be amort.ized over the expected useful Iife of the improvement (as reasonably detertnined by Landlord) with interest on the unamortized amount at one percent (1%) in excess oi the W'all Street Journal prime lending rate announced icom time to time, and in each calendar year of the Lease Tercn only the amortized portion of such Pennitted Capital Expenses shall be included in Operating Expenses, and such amortized portion shall be prorated with respect t�any partial calendar year during the Lease T e�1n. The term �'Grecn Building Standards" a� utied in this Lease shall mean the standards tor the 1? i��in�s�r;r�;; ;- certification ��f environmentally sustainable, high perfonnance buildings <�r aspects of their perfonnance, including the U.S. F,PA's Energy StarC� rating and, U.S. Green Building Council's Leadership in Energy and Environmental Design pro�ram's �tandards, as the same are amended or replaced from time to time and similar"green building" standards and such additional standards and requirements attached hereto as Exhibits D-1 and D-2. If the Building is subject to fees,fines, or other penalties as a result of a violation of any greenhouse gas emissions limit or consumption limits pursuant to applicable Laws, Landlord may reasonably and equitably deteimine the portion of such fee, fine, or penalty attzibutable tc� Tenant or the Premises, and Tenant shall pay such portion to Landlord within ten business days after Landlord's delivery of an invoice therefor. Notwithstanding the f�regoing, Operating Expenses shall not include the following: 5.1.1 costs and expenses incurred in completing, fixturing, furnishing,renovating or otherwise improving, decorating or redecorating tenantable space for other tenants; 5.1.? lcasing commissions incuncd in procuring tcnants and costs of negotiatiug or enforcing leases; 5.1.3 advertising and promotional expenses incurred by I.andlord in connection with its leasing or inarketing; 5.1.4 costs of repairs, restoration or replacements occasioned by (A) fire, windstonn or other casualty required to be insured against under this Lease (whether such destruction be total or partial)(other than the deductible associated with such casualty loss), or (B) the exercise by govenlmental authorities of the right of eminent domain, whether such taking be total or partial, to the extent Landlord receives insurance proceeds or just compensation for any takings, as applicable, for such losses; �.1.� charitable or political donations of any kind made by Landlord, its affiliates or its management company; 5.1.6 costs of wages, salaries, or other compensation paid to any executive or other employees of Landlord above the �,�-ade of senior building or property manager or paid to einployees of Landlord who are not employed full time, on site at the Building; provided,however, if an employee of Landlord warks on several buildings within the area, including the Building, the costs and expenses incun-ed in connection with such employee may be reasonably and equitably allocated amonb such buildinos by Landlord in accordance with reasonable and consistent criteria and included in Operating Expenses; 5.1.7 any lidbilities,costs or expenses associated in connection with the re�noval, enclosure,encapsulation or otherhandling of Hazardous Materials,provided,however,that the provisions of this clause sh�ll not preclude the inclusion of costs with respect to materials (whether existing on the Property as of the date of the leasc or subsequently introduced to the Property) which are not as of the date of this Lease (or as of the date uf introduction) deemed to be Hacardous Material under applicable Laws but which are subsequently deeined to be ��azardous Materials under applicable Law; 13 I�I'ih;�)l,y; f% 5.1.8 any ce�sts to perfor►n capital replacements (as uppused to norrnal repair and n�iaintenanee and non-capital replacements) uf the sti-uctural e.lements of the roof (�>ther than thN roof inembrane, the repldcerne�nt ��f which sha11 be included in Operatin� Expenses) or other structural elements of the E3uilding which shall he at Landlord's sole cost and expense; 5.1.9 costs incurred to coirect any violations, exi;ting as of the ('ommencement Date, of the Building witll applicable Laws then in force and effect; and 5.1.10 any comznon area maintenance reserve payinents other than the Buildin�'s share of any reserves collected under the Declaration, any other declarati��n of record, or similar association �vith authority over the Premise5. Notwithstanding anythin� in this Article S to the contrary, for purposes of computing Tenant's Share of Operating Expenses, beginning on the second (?nd) Lease Year, the amount of Controllable Expenses (hereinafter deiined) included �n Uperatin� �xpenses s11a11 not increase by more than eight percent (8°�0) per Lease Year on a cumulative and compuunded basis (the "Controllable Expense Cap").Notwithstandin�the fui-e��ing, if;by operation of the Controllable Expen�se Cap, [,andlord is unable to colleet the entire arnount which would other-wise have been payable by Tenant as T'enant's Share of Operating Expenses w�ith respect to any particular Lease Y"ear(such amount in excess of the Controllable Expen;e Cap, the'`Carryo��er Expenses"}, then, for purposes of calculating Tenant�s Share of Operatin�;Expenses for any subsequent Lease Years. Landlord shall have the right to add the Carryover Expenses to the Operating Expenses for such subsequent Lease Year(s}until the entire amount of the C'arryover Expenses have been so applied, provided ihat in no event shall the Operating Expenses for any such subsequent Lease �"ear, incluciin� any Cairyover Expenses so added, be in violation of the Controllable Fxpense Cap for such Lease Year. "Controllable Expenses" shall he defined as any Operating F,xpenses which are tivithin the reasonable c�ntrol of Landlord, but in no event shall Controllable Expenses include cost: relating to insurance, taxes. Permitted Capital rxpenses, security, snow and ice removal and'or other expen�es resultin� from severe weather �ondition�, �aste removal, utility and or regulatory charges, union related labor costs (or the custs of contracts dependent or partially dependent on union related labor costs), and costs to cumply with applicable laws. Section 5.? P�ment ot•Operatin= Expenses. From and after the C'ommencement Date. �f enant shall pay to Landlord, as Additional Rent,during each month of the Tenn on the same date that Basic Rent is due, an amount equal to 1/12 of the annual cost, as estimated by Landlord from time; to time, of(i) Tenant's Share of Operatin� Expens�s incurred by Landlord fur the PremiSes and thc: Building and (ii) the Building's share (whether allocated per the Gruund Lease or the Declaration or both) of the cost� of operating and maintaining open areas, interior and exterior public areas and a�nenities, plazas, common areas, facilities and other non-leasable areas of the Grounci Lease Premises, including common roadway5 and sid�walks, and other mixed us� common area maintenance costs incurred by Landlurd ��r any other i�wner and allocated to the Buildin�. Payments thereof for alzy fractionai calendar month shall be prorated. By the first day of April (or as soon as praeticable thereafter} �f�each calendar year during the Term, Landlord shall deliver to Tenant a written 5tatement in reasonabl� iietail ("Estimate Statement") estimating C)perating F,xpense� for the current calendar _year a� re�isonably estimated b� Landlord from tiine to time. (f at anv time durin�the Tei-m. Landli�rd reasonably-det�rmine�thatythe e�timated am��unt �;,i.�„�„-..,- „ 1� of(}perating Exp�,n�es payahl�by Tenant fi�r the current �alendar year will be gre.ater or less than the amount set f�rth in the then current F.stimate Statement, Landlord inay issue a revised Estimate Stat�ment, and T'enant agrees to pay Landlord, within tllirry (30) days of receipt of the revised F.stimate Statement, the difference between the amount owed by Tenant under such revised Estimate Statement and the amount owed by Tenant under the original Estimate Statzinent for the portion of the then cun-ent calendar year which has expired. Thereafter Tenant agrees to pay Operating Expenses based on such re��ised Estimate Statement until �Cenant receives the next calendar year's Estiinate Statement or a new revised Estimate Statement for the cui-��ent calendar year. Operating Expenses shown on the Estimate Statement (or revised Estimate Statement, as applicable) shall he di��ided into twelve (l2) equal monthly installments, and ��enant shall pay to Landlord. concurrently with the regular munthly Rent payment next due following the receipt of the Estiinate Stateinent(or revised Estimate Statement, as applicable}. an amount equal to one (1) monthly installment of such Operating Expenses multiplied by the number of months in the calendar year in which such statement is submitted to the month of such payment, both months inclusive (less any amounts previously paicl by Tenant w�ith respect to any pre��iously delivered Estimate Statement or revised Estimate Statement for such calendar year). Subsequent installments shall be paid in accordance with this Lease concurrently with the regular monthly Rent painnents for the balance af the calendar year and shall continue until the next calendar year's Estimate Statement (or current calendar year's revised Estimate Statement) is received in accordance with the provisians of this Lease. Section 5.3 Annual Statement. By the first day of June (or as soon as practicable thereaft�r) of each subsequent calendar year during the Teim, Landlord shall deliver to "l�enant a writ'ten stateinent in reasonable detail (�``Annual Statement") which provides the actual Oparating Expcnses payablc by"I'enant for the immediately preceding calendar year. If the Annual Staternznt reveals that Tenant's Share of actual O�erating Expenses were more than the estimated Operating F,xpenses paid by Tenant with respect to the preceding calendar year, Tenant a�-ees to pay Landlord the difference in a lump sum within thirty (30) days of receipt of the Annual Statem�nt. Such obligation will be a continuing one �vhich will su�-��ive the expiration or earlier tcrminatic�n of this Lease. If the Annual Statement re�eals that actual Operating Expenses were less than the Operating Expenses paid by "I�enant with .respect to the preceding calendar year, Landlord shall credit any overpayment toward the next monthly installment(s) of Rent due from"fenant, or if the �enn has expired or terrninated and Tenant has no funher obligations to L,andlord, pay Tenant the difference in a lump sum within thirrty (30) days of Landlord's delivery of the Anrrual Statement to Tenant. Prior to the expiration or sooner tercnination of the Tenn and Landlorci'� acceptance of �I'enant's sutrender of the Prcmises, Landlurd shall have the right to estimate actual Operating Expenses for the then current calendar y�ar and to collect from Tenant prior to "I�enant's surrender of the Premi�es, any excess of such actual Operating Expenses over the estimated Operatin� Expenses paid by 1 enant in such calendar year, subject to reconciliation after the expiratiotl of such calendar year as provided in this Section 5.3. Sectioil 5.4 Re��iew. If Tenant shall reasonably dispute the amount set forth in any Annual Statement. Tenant nzay, upon advance written notice gi.ven to Landlo��l riot latei� than ninery (90) days aft�r receipt of any such Annual Statement (a "Review Notiee"), tirne being uf the essence, and during reasonable business hours,cause a review and!or audit of Landlord's b��oks and records directly relating tf, each such Annual Stateiilent to detc;rzniiie the accur-i�y ot any such Annual Stateuient. Landlurd �hail, niake- all pertincnt boc�ks and re��ords available tur inspeetic�n 15 i,,,�;.:.,��,.:�� ; tl�at are reasonably necessary for'[��nant to cunduct its review. if any records are lnaintained at a location other than the office of the Building, Tenant may either ins�ect the records at such oth�r location or records shall be inade available to Tenant electronically. If Tenailt retains an a�ent, at Tenant's sole cost and expense, to review Landlord's r�cords, the agent shall be an independ�nt certified public accountant or a member of the Office of Inspector General ('Aceounting Consultanf') that is not in any way coinpensated on a contingency hasis. Within three(3}months after the records are made available to Teiian.t,Tenant shall have the right to give Landlord wlitten notice(an"Objeetion Notiee") stating in reasonable detail any objection to the Annual Statement of Operating Expenses for that year. If I`enant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's Obj�ction Notice. If Tenant fails to provide Landlord with a timely Re��iew �otice or Objection Notice, Landlord's A�inual Statement shall be deemed tinal and binding, and Tenant shall have no further right to review or object to such statement. ff, after such review and �bjection, Landlord and Tenant mutually agree that Operating Expenses for the subject calendar year are less than reported, Landlord shall crtdit any overpayment toward the next monthly irstallment(s) of Rent due from Tenant, or if the Te?m has expired ar tenninated and Tenarit has no further obligations to Landlord, pay Tenant tlZe difference in a lump sum within thirty (301 days after such deternzination. Likewise, if; after such review and objection, Landlord and Tenant mutually agree that Operating E.xpenses for the subject calendar year are greater than reported, I enant shall pay L,andlord the amount of any underpayment w•ithin thirty(�Oj days after such detertnination.Tenant shall bear all fees and costs of the audit unless Landlord and Tenant ��utually agree that Operating Fxpznses were ove;stated by more than five percent(�°ro) of the actual Operating Expenses for the subject year (excluding I�axes), in which case Landlord shall reiniburse Tenant for the reasonable costs of such audit(up to a maximum arnount of�2,000). In the event that the parties cannot reach agreement, either party� may submit the dispute to the Miami-Dade County courts for resolution. ARTICLE VI PAY�'IFN�' OF O'I'HER TAXES, ASS�SS'VIENTS, ETC. Section 6.1 Payment of IinQositions. From and after the Commencement Date, Landlord shall pay all Impositions (as hereinafter defined) (or installments thcreo�, whether heretofore or hereafter laid, assessed, levied ar imposed upon the Premises, or any portion thc,�reof, which are due and payable during the Tenn of this Lease, and such Impositions shall be included as part of the Operating Expenses charged to Tenant. Fur purposes hereof, ``trr►positions'� shall mean and includc all real estate taxes and assessments (including any applicable business improvement district or community improveinent district tax assesstnents), payments in lieu of real estate taxes (`�P1LOT"), sewer and water rents,rates and charbes and any other governrnental levies, iinpositions or charges, on or with respect to the Building and the Land, assessed, levied, or imposed by any govcz-nmental authonty having jurisdictian, including any swn or sums payable fc>r present or future sewer or water capacity for the I�uilding, charges for public utilities, street lighting, excise levies, licenses, pennits, inspection fees, other gover-ninental char�es,payments or charges under co��enants, conditions and restrictions n�w or hereafter of record, subject to the terms of Seetion 4.3, and all other charges or burdens of w�hatsoevcr kind and nature (including costs, fees, and expenses of'cc�mplying with any restrictive covenants or similar agreements to which the Pr�nises are subject) incurred in the use, occUpancy, c�w�lership, op�:i•ation, leasing or p�sscssion of the Prerni.ses, witl-iout pariicularizing by� any kil�wn narYie or bv �vhatever tiame ncreafter called, and 4vhether any�c�f th� fot�c�;oing be gcYzcral or special. ordinary «r extraol-ciinary, 16 i•,�x��,�,��, ,, foresaen or unt�reseen. which at any tiine� �]uring the Cenn inay have been or may be asses�eci, levied, contirmed, imposed upon, or b�collle a lien on the Fremises, or any poi�tion thereof, or any appurtenance thereto, rents or in�ome therefroili, and such easemen�s or rights as may now or hereafter be appurtenant or appertain to the use of thz Premises, subject to Section 4.3. Tmpositions shall also includ� all special or other assessments for public iinpmvements or benefits which, during the Tenn of this Lease shall be laid, assessed, le��ied or inlposed upon or become payable or become a lien upon the Premises, or any portion thereof; provided, hawever, that if any such Impositions may at the option of the taxpayer lawfillly be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposrtion), Landlord inay pay the same, togethe�-with any accrued inter�st on the unpaid balance of such Imposition, in installments as the �azne respectively become payable and before any fine, penalty, interest or cost may be added thereto for the nonpayment of any such installinent and the interest thereon. To the extent that the Building and the Ground Lease Premises (on which the Building is situated) are not separately assessed for real estate tax purposes, but are assessed as part of a larger parcel of land, then the Landlord shall inake a reasonabl4 alloeation, in accordance with the Ground Lease, Declaration, or both, as to the amount of the real estate taxes that should be aliocated to the Building for the pulposes of detennination of the Building"s share of linpositions payable under this Lease. Tenant shall be liable for al] ta.xes levie�i or assessed against all personal property, furniture or iixtures placed by Tenant in the Premises. If any such taxes for which '�Cenant is liable are levied or assessed against Landlord or Landlord's property and if Landlord pays same or if the assessed value of Landlord's property is increased by inclusion of personal property, furniture or fixtures placed by Tenant in the Premises, and Landlord pays the taxes based on such increase, Tenant shall pay ta Landlord upon demand that part of such taxes for which Tenant i; primarily liable hereunder. Section b.2 Ri�ht to Contest lmpositions. Landlord may, a� an eI�ment of Operating E�penses, within the respective times and in the manner preseribed by Laws for such purposes, petition for reduction of the assessed valuation of the Premises, claim a refiind of Impositions or assessments or other�,-ise challenge the validity or appticabiiity of any Impositions, assessment ar similar or related Laws (a `�Tax Prmtest") for the Prernises. Atter deduction of any costs or ex�enses incurred by Landlord in connectian �vith any "i'ax Protest (to the extent not previously reiinbursed as part of Operating Expenses),Tenant shall be entttled to the refiind of any Imposition, penalty�, fine anc� interest thereon received by Landlord to the extent to which paid directl}� by Tenant or which have been paid by Lancllord but fur �vhich Landlord has been previou�ly reimbursed in full by Tenant. Additionally,to the extent that Landlord(acting in its sole discretion) s�cures a red�ction in the arzit�unt of the� ad-valarem real estate tax t�ill for the Building or all of the �ther properties located on the Ground L.ease Premises, identifed under Folio �io. 30-2119- 003-0�10, solely as a direct result of Ten�nt's c�ccupancy, as a Florida municipal corporation (the '`City Tax Credit"},Tenant shall receive a credit for thz total amount of the City Tax Creclit to�c ard T�,nant"s Share of the real estate tax bill, it being understood and agreed that Lancllord shall have no obli�;ation whatsoever to pursue the City �['ax Cre��.it. Seetion 6.3 Levies_and Other_Taxes. If, at an_y time during the Tenn of this I�ease, any rnethod of taxation shall be such that ther�shalI be leviea, assessed ar imposed on Landlord,or on the Basic Rem or r'�dditional Kent, or �n the Preini�es or un the vaiue of the �'reznises, or any �or�ii�n thereof, a capital levy. saie� or u�e tnx, gross rereipts ta��, transaction privilege tax, rent 1? „ �,,,,�,�,� i tax ur otller tax on the rents re;ceived therefrom,or a frarlchise tax,��r att assessment, levy or charge rnea5ured by or based in whole�r in part upon such rents or��alue, �1 enant,to the extent applicable to T�enant, covenants to pay and discharge the same or contest same at'Tenant's sole cost, it b�ing the intention of the parties hereto that the Rent to be paid hereunder shall be paid to Landlurd absolutely net without deductior�or charge of any nature whatsoever fvreseeable or unforeseeable. ordinary or extraordinary, or af any nature, kind or description, eYcept as in this Lease otherwise expressly provided. Nothing in this Lease cantained shall require Tenant to pay any municipal, state or federal net income or excess profits ta3ces assessed against Landlord, or any municipal, state or federal capital levy, estate, succession, inheritance or transfer taxes of Landlurd, or corparation franchise taxes ilnposed upon any corporaie owner of the fee of the Premises. Section 6.4 Eviaence of T'avment. To the extent applicable to Tena�it.Tenant covenants to furnish Landlord, within thirty (30} days after the date upon which any imposition or other tax, assessinent, levy or charge is payable by Tenant, otficial receipts of the appropriate taxing authority,or other appropriate proof satisfactory to Landlord, evidencing the payment of the same. The certificate, ad��ice or bill of the appropnate offi�ia] designated b_y law to make or issue the same or to receive payment of any lmposition or other tax, assessment, levy or charge may be relied upon by Landlord as sufticient evidence that such (tnposition or other tax, assessment, levy or charge is due and unpaid at the time of the making or issuance of such certificate, advice or bill. �RIICLE �'AI INSURA'�10E Section 7.1 Tenant'� Insurance. (a) Tenant shall, at all times during the Term of this Lease (but subject to the terms of Section 7.1(�)hereo�, and at its own cost and expense,maintain the following insuranee policies, for the benzfit of"I enant and Landlord (as their interests may appear) from insurers rated at lcast A-IX by A. M. Best (or as otherwise acceptable to Landlord in its good faith determination) the following co�erages: (i) cause of loss/speeial form(formerly known as `�all-risk")property insurance on a 100% "replacement cost"basis, including vandalism and malicious misehiaf endorsement, and sprinkler leakage coverage, �hat shall be primary on all Tenani's Pruperty and any Tenant In�ured V4'ork (as defined below). Such insurance shall contain an express waiver of any right of subrogation (including any deductibles carried by Tenant)a;ainst the �dditianal Insured Parties(as hereinafter defined). As used herein, `'Tenant Insured Work" shall n�ean any leasehold improvemznts or other :�Iterations in or to the Premises or in the Building perforrned by or on behalF of Tenant or any of the Tenant Parties and any existing leasehola improvements in the Premises as of the C`ominencement Date. Tenant�s insurance required under this clause (ij shall contain no prohibition against the insured having waived its right of action against any pai-ty prior to the occun�ence of a loss; (ii} com�nercial geileral liability insurance on ai�occurrence basis,issued c�n a form at least as broad as Insurance Services Offic� ("IS�") Curnmercial General Liability Cove��age "occuizence" forrn C`G 00 Ol 10 O1 c�r another Comm�:rcial General Liability "occurrenc�;�' f�rm prc��iding equivalent coverage, covering('l )-I�enant's Iiahility ti�:'ith res�ect to any cunstructiun that 18 ��,��-,,. „ Tenant may perform in connaction with the E'remise5 0�� the Buildin�, (2) Tenant's liability for ownership, occupation, use �r maintenarlce ��f tha Premises and all areas appurt�nant thereto, (3) dln-ing all periods that alcoholic be�-erages are dispensad or ser��ed by Tenant at the Building or the Yremises, liquor liability insurance, and(4} its contractual liability under its Lease to the extent insurable under a standard 1S0 commercial �eneral liability (CGL) policy, with combined single limits of liability of not lesa than One ulillic�n Dollars (`�I,000,0�(1) per occurrence and in t}ie annual aggregate. Such cornmercial general liability insurance shall include a standard separation uf insureds pruvision, premises and opei-ations coverage, products and completed operations coverage, independent contractors coverage, personal and advertising injury, an exception to any pollution exclusion which insures damage or injury arising out of heat, smoke or fumes from a hostile fire and, to the extent commercially a�ailable at coinmercially reasonable rates, endorsed to iriclude pollution legal liability for microbial matters and virus; (iii) Tenant, at Tenant's expense, shall also maintain, or shall cause its contractor(s) to maintain,during the course of construction of any Alterations performed by or on behalf ofTenant, until the completion thereof, builder's risk insurance un a completed value basis for the full insurable value of such work upon all Alterations in place and all materials stored at the Premises, and all materials, equipment, supplies and temporary structures of all kinds incident to Alterations and builder's machinery, tools and equipm�nt, all while forming a part of, or on the Premises, or ��hen adjacent thereto, w�hile on.dri��es, sidewalks,streets or alleys, w�hich shall contain an express waiver of any right of subrogation (including any deductible(s) therein,) by the insurer against the Landlord and the Additional Insured Parties; and (iv) Worker's Compensation Coverage in statutory limits as required by law and employer's liability insurance with the following limits: One iVlillion Dollars(�I,O�U.OUO) for each accident, One Million Dollars {�1,000,000) disease-policy limit, and One 'viillion Dollars ($1,OOU,000)disease-each er�iployee. If Tenant husts a fiinction in the Premises, Tena��t agrees to obtain, and cause any persons or parties providing services for such function to obtain, the appropriate insurance coverages as reasonably determined by I,andlord(including liquor liability coverage, if applicable) and pro�ide Landlord with evidence that such covera�;es are in place. (b) T�enant's in�urance on any� Tenant Insured Work shall be e�id�rsed to inclUde Landlurd, Landl�rd's property manager, Landlord's mort�agee(s) from time to time and all those claiming by, through or under Landlord as additional loss payees as their interests may appzar. Tenant's property insurance under this Section 7.1 shall cover special perils including thett and such other risks Landlord nlay from time to time reasonably designate-if�uch risks are reqnired by landlords to be insured by tenant��of other comparable first class inciustnal buildin�s in the'`Miami Lakes, Class A Market'� ("Comparable Buildings'�) under similar circumstances, for the full replacement cust value of the covered iteins and in amounts that meet any co-insurance clause uf the policies of insurance. �11 liability policies required under thi� Section 7.l, including all coverages required to be carried b_y"Tenant's �ontractors, shall na�ne Landlord, any�round lessur, all those claiming by, through c�r under I:andlord, Landlurd's property manager fi�r the Building and the holder of a�iy mortga�e, and any other parties tllat Landlc�rd lnay designate fi-oin time to timr; (the "Additional Insured Parties'�j as additional iii�ureds. 19 �,�, ,,�,� ,- (c) No suc;h policy� shall contain any deductible greater than One Hundred -I�}iousand Uollars($100,0U0.f)0) for property insura�lcc and�Twenty-Five Thousand Dolla:s($25,000.00) f�r commercial general liability insurance. Any deductibles shall be deemed to be "insurance" foi� purposes of the waiver in Section ".1(d) below. (d) Prior to the date on which Tenant tirst enters the Premises fur any purpose and at least annually thereafter, except to the extent Tenant elects to self-insure pursuant to Section 7.1 C�) hereof, (and not less than ten (10) days prior to the annual policy renewal date), Tenant shall give Landi�rd certiFicate(s} (and, upon request by Landlurd, a declarations page and;or certified copies of the policies) evidencin� the co�-erages, limits and endorsements required herein, in a form reasonably satisfactory to I,andlard and with an enaorsement or commitment from the issuer of such policy that it may not be canceled or coverage limits reduced without at least thirty(30)days' prior written notice, and ten (10) days' for non-payment of premium notice to Landlord and Tenant; provided that if the issuer will not provide such endorsement or commitment, then Tenant shall provide Landlord with notice of such cancellation or change at least thirty (30) days in advance. Sueh certi ficates shall be in the form of Acord 25 certificates with respeit to all ]iability and personal property insurance and an Acord 28 certificate with respect to the cominercial property insurance required by subclause(i)above,w�hich certificates shall include an endorsement f�r each policy indicating that the Additional Insured Parties are named as additional insureds on liability policies and that Landlord is named as a l��ss payee on the property insurance policie� (including Builder's Risk) with respect to Landlord's interest in improvements and betterments. I_iability insurance maintained by Tenant (including any self-insurance coverage provided by Tenant pursuant to Section 7.1(�) hereot) shall be deemed to be primary insurance, and any liability insurame maintained by Landlord �hall be deemed secondary to Tenant's liability covei-ages. The parties shall cooperate with each other in connection with the collection of any insurance monies that may be due in the event of loss and Tenant shall execute and deliver to Landlord such proofs of loss and other instruments which rnay be reasonably required to recuver anyr such insurance m��nies. (e) If T�enant fails to comply with the foreguing insurance requirements or to deliver to Landlord the certificates or evidence of coverage required herein, Landlord, in addition to any other remedy available pursuant to this Lease or otherwise, may, but shall not be obligated to, obtain such insurance and Tenant shall pay to Landlord on demand the pre�nium costs thereof,plus an administrative fee of ten percent(10%) of such cost. (� Tenant shall comply ��ith all rules and directives of any insurince board, company or agency detenninin� rates of hazard co�era�e for the Premises, includinK but not limited to the installation of any equipment and,'or the c�nection ��f any condition necessary to prevent any increase in suc}i rates. Tenant shall not. directly or indirectly, use the Premises in any way that is pro��ibited by law. If Tenant, direetly or indirectly, uses the Premises in any way that jeopardizes any insurance coverage cai-ried by Landlord or Tetlant as reasonably documented by evidence provided by Landlord t�� 'I'enant, then Tenant �hall, if such use is in violation of the other terms and conditions of this I_,ease, promptly stop such use. Tenant shall, in any event, reimburse L.andl�rd upon demand fur all of Landlord's costs izlcurred in providing any insurance to the extant attribucahle to any special endorsement or increase in premiuin resulting from the particular busi��ess or operations of Z�enant (other than warehouse uses, but including any non-warehouse ancillary� uses descrihed in th� definitiun ��f Primary Intended t��e), and any special or ?f) i��l;tr�Snn�," i, extra�rdinary ri,k� or har_ar�ls resulting therefrom, including without lirnitation, any riska or hazards associated with the�eneration, storag� and dis�osal of hazardous or toxic materials. (g) Tenant's Ri�ht_to Self-Insure. (i) I�otwithstandiug the fu�-e�oing, in li�u of the insurance coverages set forth in this Section 7.1, Tenant shall be permitted to self-insure as and to the extent and limits permitted by the tern�s of Sections 768.28 and 440.09, Florida Statutes. As used herein, the tenn "self-insure" shall mean Tenant is itself acting as though it were the insurance company providing the insurance reyuired under the pro��ision� of this Lease and Tenant shall pay any amounts due in ]ieu of insurance proceeds because of self-insurance, which amounts shall be treated as insw-ance proceeds far all purposes under this Lease; procided, however that "I�enant will not be able to add L,andlord or any other parties as additional insureds or provide a waiver of subrogation rider, as would be available with an insurance company under an insuranee policy. Tenant cannot provide an insurance certificate; however, C enant will provide Landlord with a letter irom the City of Vliami Beach's Risk Manager confirming the existence of its self=insurance plan. All amounts that Tenant pays or is rec�uired to pay, and all loss or damage resulting from risks for which Tenant has elected to self-insure, shall be subject to the waiver of subrogation provisions of Section 7_3 hereof and shall not limit any of Tenant's indemnification obligations �et forth in this Lease. Tenant's right to self-insure and to continue to self-insure is conditioned upon (x1 Tenant maintaining appropriate reserves in uwnnection with such self-insurance as part of a regularly maintained insurance and risk management program, (y) Tenant's self- insurance program being consistent with self-insurance programs being maintained by Tenant for substantially all of Tenant's other facilities at such time, and (z) Tenant obtaining an additional $1,000,000 liability rider to Tenant's self-insurance program (the "Additional Liability Rider") in the form attached hereto as Exhibit I, and providing Landlord reasonable evidence of such Additional Liability Rider(which evide.nce shall be provided prior to the date that Tenant elects �c� self-insure pursuant to thi; clause (g), and from time-to-time upon request from Landlord, and such etiidence shall be in a form reasonably satisfactory to Landlord); provided that Landlord�s requirement is not materiallv different from the coverage being provid�d by the Tenant in Exhibit I, attached hereto. I{�at any time Tenant fails to satisfy the requirements of this paragraph, then for�o long a; such failure wntinues Tenant shal] iiot have the right to self-insure and shall immediately provide the insurance reguired under Section 7.i hereof. (ii) If an event or claim occurs for which a defense and�ar coverage would have been available from the insurarice company i��uing the liability insucance coverage required by S�ction 7.1 hereof, Tenant shall (x)c�cfend Landlord, the Landlord Parties and, where applicable, Landlord's insurance carrier, at 7�enanYs sole cost and expense; and (y) subject to l enant's limitation on it�liability,as set forth in Section 768.28,Florida Statutes, use its own iunds to pay any claim or replace any property or otherwise� pay for any elaim for which�'�nanC is responsible under this L�ase. To the extent Tenant self-�i�nsures,Tenant waives any right to make claims against Landlord for any damage or lo�s fur which �'enant is responsible under this Lease. � ,i.«t��.a; ,- 21 (iii) If �i�erlant self=insure., under tl�is Section 7.� and is obligated tu defe��d Landlord under any pro��ision of this Leasc ai�d Landlord detennines that its interests inay conflict with �r diverge from Tenant's interests with respect theret�, then, upon demand by Landlord, Tenant, at its sole cost and expc;nse, shall resist or defend such claim, action or proceeding in Landlord's name, if necessary, by such attorneys as Landlord shall approve, which approval shall not be unreasonably withheld. Notwithstanding anything to the contrary herein, the fore�oing shall be expressly subject to the tenns and provisic�ns of applicable Laws (including, without limitation, the limits and provisions of Sections 768.28 and 440.09. Flonda Statutes) and, subject to `l'enant's obligation tu maintain the Additional Liability Rider, nothing herein shall be construed to require Tenant to maintain greater coverages than those permitted under applicable Laws. (h)The right to self-insure under Section 7.l(�) is personal to the"I'enant originally named in this Lease and no assignee ar subtenant shall be entitled to self-insure under Section 7.1(�). Tenant's obligations as a self-insurer shall �urvive the expiration or earlier tennination of this Lcase. Section 7.2 Landlord's Insurance. Landlord shall maintain (i) all-risk property insurance (with replacement cost coverage) covering the Buildin� (excluding any 'l enant lnsured Work) and Landlord'� property therein for full replacement value, with an agreed amount endorsement; and (ii) commercial general liability insurance in limits Landlord reasonably deems appropriate. Such insurance shall be maintained with an insurance company selected by Landlord or its mortga�ee, and payment for losses thereunder shall be made solely to Landlord subject to the rights of Landlord's mortgagee from time to time. Additionaily, L,andlord may rnaintain sueh additional insurance, includina, �ithout limitation, earthquake insurance, terrorism insurance, flood insurance, liability insurance and,�or rental interruption insurance, as Landlord may in its sole discretion elect or as any holder of mortgage shall require. [he premiums and de,ductibles for all insurance coverages maintained by Landlord �ith respect to the Buildin�a�Zd the Building"s share of any insurance premium� and deductibles incurred with respect to insurance coverages maintained for the Ground Leas�or pursuant to the Declaration(collectively,`'Insurance Costs") shall be included Operating Expenses, provided, however, at Landlard's sole option, Tenant shall instead pay Tenant's Share of Insuranc� Costs within thirty (30) days after receipt of an invoice therefbre, which may be billed to "I'enant monthly. seini-annually, annually or at such other times as L.andlord may elect. Any or all of Landlord's in�urance may be provided by blanket coverage maintained by Landlord or any affiliate of Landlord under its insurance pro�ram for its portfolio of properties or bv I_,andlord's or any affiliate of�.andlord's program oCself-insurance, and in such event lnsurance Costs shall include the portion of the reasonable cost of blankat insurance or self insurance that i� allocatad to the Building. Tenant acknowledges that Landlord shall not carry insurance on, and shall not be responsible for damage to, Tenant's Property or any Alterations. and that Landlord sha11 not cany insurance against, or be responsible for any loss suffered by T'enant due to, interruption of`i'enant's busine5s. Section 7.� Wai��er of Subro a�tiun. 'vot�ithstanding anythin� herein to the contrary. Landlord and Tenant each herebti� waives �uiv and all rights of reco�ery, claim, action, or cause of action against the oCher and the Landlord Partie5 tor anv property loss or pr��perty damage to or at tl��. Premises or tl��. �3uildin� or any persona] property ��f 5uch party dierc,in or thereon {including -�, I b I 86�Obv?.(' -- '1'��Zatit's 1'roperty and the Tenaut [nsured Vv arl�)by r�asun of tire,tha elemen��,or any other cause te� the extent >uch los� or damage is insurecl under any property insurance policy required by this I..-ease (subject to Tenant's right to self-insure as pr��vided herein), regardless of cause or �rigin, including omission or negligence of the other party hereto, its agents, e�nployees, licensees, or invitees.Any property insurance carried by either party with respect to the Premises or the Building or property therein or occurrences thereon shall inelude a clause or endorsement denying to the insurer rights of subrogation against the other party tc> thz zxtent rights have been waived by the insured pnor to occurrc;nce of injury or loss. The ��aiver and release set forth in this Section 7.3 shall not apply to the commercial general liabiliry insurance required to be carried by the parties under this Lease. This waiver shall be ineffective against any insurer of Landlord or Tenant to the extent that such waiver is prohibited by the laws and insurance re�gulations of the state where the Building is located. Section 7.4 Waiver of Claims. E.xcept for claims arising from Latadlord's willfiil inisconduct or negligence and that are not cavered (or would have been covered) by the insurance required to be carried by Tenant under this I.ease, i enant waives all claims against Landlord f�r injury or death to persons, damage to property or to any other interest of"I'enant sustained by Tenant or any party claiming, through Tenant resulting from: (i) any� occun�ence in or upon the Premises; (ii) leaking of roofs, bursting, stoppage or leaking of��ater, gas, sewer or steam pipes or equipment, including sprinklers; (iii) ��ind, rain. �now, ice, flooding, freezing, fire, explosion, earthquake, excessive heat or cold, or other casualty; (iv) the Building, Premises, or the operating and mechanical systems or equipment of the Building, being defective, or failing; and (v) vandalism, malicious mischief, theft or other acts or omissions of any other parties including, cvithout limitation, other tenants, contractors and invitees at the Building. Tenant agrees that Tenant's property loss ri�ks shall be borne by its insuran�e, and Tenant agrees to look solely to and seek recovery only �rom its insurance carriers in the event of such losses. For purposes hereof, any deductible amount shall be treated as though it were reco��erable under such policies. In no ev�ent will Landlord be responsible for any consequential damages incurred by Tenant, including hut not limited to, lost profits or interruption oC business as a result of any alleged default by Landlord hereunder. AItT'ICLE V1�1 L'TIL[TIES Section 8.1 Payment of Utilities. On the C'ommencement Date, the Premises will b� �eparately metered or submetered for electricity. E'xcept for utilities included in the definition of `'Operating Expenses" pur�uant to Articic �' hereof: during the Term of this I.ease, 1�enant shall c��ntract directly with each company providing utilities and shall procur�in its own name and w�ill pay, when due, all charges of every nature, kind or description for said utilitizs furnished to the Building or chargeable against the Buildii�g. Section 8.2 Additional Char�es. ln the event that any charge or fee is required after the C'ommencement Date by the state in which the L'r�:mises are located, or by any agency, subdivision c�r instrumentality thereof, ur bv any utility�ornpany furnishing services or utilities to Che Premises, as a conc�ition pr�cedznt to continuing to turriish utilities or services to the Premises, such �harge or fee shall be deem�d t�� be a utility �harge payable by T'cnant. The provisi��ns ot�this Section 8.2 �}Zall include, but not ba limited to, any char�es ��r fres for additional water or sewer capacity �o �� ,,�r.s��.,�.i? serve th�Preinises. any charges for the under�round installation of�as or other utilitics or services, and other charges reiating t� the extension uf or ci�an�e in the facilitie� necessaiy to provide the. Premises with utility services. to the extei�t required as a i�esult of"I,enant's specific manner�ot tise of the Preinises. In the event that Landlord has paid any �uch charge or fee after the date h�rec+f, 1'enant shall reirnburse Landlord for such utility charge. �RTICLE IX REPAIRS Section 9.1 Tenant's R�airs. Save and except for the obligations of Landlord expressly set forth in Section 9_7 hereof, Tenant, at its �ole cost a►id expense, throughoui �he Term of this Lease, shall repair and maintain (includin� necessary replacements) the Premises in good ordcr ancl condition, including, without limitation, repair ai�d replace all building systems serving the Premises including, without limitation,dock and loading areas,dock levelers and dock equipment, truck doors, all plumbing fixtures within the Premiscs and all plumbing, water and sewer lines to the point of common connectiun whereafter the applicablz line(s) no l�n�er exclusi�ely �c:rve lhe P�-emises (which shall include lines located under slab to the extent expressly set forth in Section 9_7), entries, doors ceilings, windows, the intzrior surfaces of interior walls, elements of the electrical, plumbing, water and sewer, and lighting systems exclu�ively servin�the Premises, and all HVAC units, as well a� the exhaust fans, ductwork, vents, and registers of such HVAC' units serving the Premises which repair and replacement obligations include capital repairs whose benefit may extend beyond th� expiration of the Term. Save and except for the obligations of Landlord expressly set forth in Section 9.7, belaw, Tenant shall make all repairs (structural and non,tructural) and replacements necessary to maintain the Premises and such building systems in go��d conditian, repair and working order consistent with complexes in the area in which the Premises is located containing warehouse buildings similar to the Building. «�'ithout limiting the foregoing,Tenant shall be responsible for(i j keeping the walkways adjacent to the Premises clean and free of accumulations of dirt and rubbi�h(and,at"1'enant's option keeping walkways exclusive to the Premises free of snow and ice, Tenant hereby acknowledging that Landlord shall have no obligation to keep such exclusive walkways free of snow and ice.but l.andlord shall use reasonable eff�rts to keep all non-excllisive sidewalk� and walkways reasonably free of sno�v and ice, taking into account the timing, duration, and intensity of any stonn and providing a reasonable period of time to take such a�tions),(ii)keeping the floor slab (to the extent exolusive ta the Premises) clean and, to the extent anti 5ea1 work is reasonably necessitated by the u5e, placement. iristallatiun or removal of any objects into or�nto the slab, properly sealed (by removal of any racking bolts and other protr-usions ar holes left in the floor and the repair of any cracks, spalling, and installatiun damage with mm-80 lor equivalent) epuxy or polymer, or other repair solution reasonably i'equested by L,andlord, to match concrete color, and finisheci smooth with slab surfacej, and (iii) maintaining, in full force and effect, a preventative maintenance and service program with a reputable service provider(s) for maintenance of the heating and air conditioning system and the sprinkler syste�ll scr�ing the Premises (each a "System Maintenance Contract''). To the extent pennitted under the Ground Lease or consented to by the Ground Lessur (if applicable), in lieu of maiiltaining a System vlaintenance Contract��ith a third-party��endor, "I enant shall have the right to perfarm preventative maintenance and service upon the heating anci air conditioning system and the sprinkler sti�stem serving the Premises by a maintenance employee employed by Tenant �;xperienced ir maintaining su:h systems,provided,how�vcr, in such event(i) Landlord shall have tl�e ribht to approve such err�plc�yee(inc�ludirlg the tez-ms of such employec's empl��yment relating �� i��l8o5i.i�,a- ,, to such mainteriance) and tc� inspect such maintenancu. and (ii) 1�enant shall be responsible frir. and shall correct at Tenant�s sole c�st and expense, any maintenance deficiencies resultinK therefrom. The tenns and provi�;ions of each System MaintenaneL C'�ntract shall require that (a) the seivice provider maintain the applicable Building systeni in accordance with the manufacturer's recommzndalicros and otherwise iri accordance with nonnal, customary and reasonable practices in the �ec��naphic area in which the Premises i� located a��d for building systems comparable to the�pplicable Building's system; and(b) the service provider�hall deliver to Tenant periodic (but no less frequently thaii annuallyl written reports advising ofthe conditiun of'the applicable Building's system and �vhether or not any repairs are then recommended tu be madc to that system (and upon request by Landlord,"Tenant shall promptly deliver such reports or cause the service provider to deliver a true and complete copy of such report to Landlord). l'he terms of each System '�laintenance Contract and the service providers thereunder shall other��isz be reasonably acceptable to [ andlord. T'enant shall, at Tenant's sole cost, promptly, and in any event within thirty (30) days, perform any repairs, maintenance or replacements to the Building'� systems recominended by such reports. Section 9.? Intentionall.�Deleted. Section 9.3 Tenant s Waiver of Claims A�ainst Landlord. Except for Landlord"s obligations set f�rCh in Section 9.7 of this Lease, Landlord shall not be required to furnish any services or facilities or to make any repairs or alterations in, ahout �r to the Premises or any impro��ements hereafter erected thereon and Tenant hereby assumes the full and sole responsibility for the condition, operation, repair, replacement, maintenance and management of the Premises and al] improvements hereafter erected thereon. Section 9.4 Prohibition A�ainst Waste. Tenant shall not d�� or suffer any wastz or damaUe, disfigurement or injury to the Premises,the Building, or any portion of the Ground Lease Premises, or any improvements hereafter erected ther�on, or to the tixtures or equipment therein, or pennit or suffer any overloading of the floors or other use of the Improvements�hat would place an undue stress on the same or any portion thereof beyond that for which the same �vas designed. Section 9.5 Landl�rd'_s Right to Effect Ret�airs. [f Tenant should fail to perfonn any of its obligations under this Article IX, then Landlord may, if it so elects, in addition to any �ther remedies provided herein, eftect such repairs and maintenance. Any sums expend�d by Landl��rd in effecting such repairs and maintenance shall be due and payabl�, on demand, logether with interest thereon ai the Nlaximum Rate ot Interest from the date of each such expenditure by Landlord to the date of repaymei�t by Tenant. Section 9.E� Misuse�r Neglect. Tenant shall be responsible fc�r all repairs tv the Buil�iin� and the Ground Lease Premises which are made necessary by any misuse or negle�;t by: (i)Tenant or any of its ofticers, agents, employees, contractors, licensees or subtenants; or(ii) any visitors, patrons, guests or invitees of Tenant or its subtenant while in or upon the Premises. Seetion 9.7 Landlord's Re�air Obli a_ tg ions_ During the T��i�n of this Lease, Landlc�rd shall, as part of Operating Expenses to the extent perrnitted under the tenns of Article V of this Lease(and subject to the exclusiuns from ��Operatin� Expenses"set furth in Section 5_l), keep and maintain, or cau;� to be kept and inaintaincd, in good order. condition and repair, the followir�� ; i n i<,,:�,�,, ,- portions of the L�uilding: thc r��of;the exterior and load h�arin�walls,the foundation, the struetural coluinns, and othir structural elements of the Buildin�. the fl�ur slab (axcluding any flo��r coverings. such as carpet or linoleum, and subject t�� T�.nant's obligations to keep the floor slab clean and propei•ly sealed as expressly set forth in Section9.1, above) exterior paving, and under slab utility lines (to the extent the same are the property of Landlord and not any utility provider) and shall make any necessary replacements t�� (but n��t maintenance of or repairs to) plumbing, electrical, mechanical (excluding EfVAC') and life safety systerris serving the Fremises; pro��ided, however, that Tenant shall pay to Landlord, as Addiiional Rent, 100°�0 of the costs of any and all such rnaintenance,repairs or replacements t�any of the toregoing and to the Prei�iises,the Building or the Ground Lease Premises which may be required a� a result of: (a) repairs, alterations, or installations made by "l�enant or any of the Tenant Parties (as hereinafter defined) or the use or o��eration of any property, fixtures or equipment (excluding reasonable wear and tear) of Tenant or any Tenant Parties; (b) the moving of pruperty in or out of the Building or in or about the Premises by Tenant or any of the Tenant Parties; (c) the use or occupancy of the Premises or the Building by I�znant or any <�f the Tenant Pai-ties in violation of this Lease or in a manner not contemplated by the parties at the time of the executiun of this Lease or(dj the wron�;ful act, fault, negligence or willful misconduct of Tenant, any assignee or subtenant or any agent, sec-vant, employee, customer, visitor or contractor of any of them. In addition, Landlord shall, as part of Operating Expenses to the extent permitted under the terms of Article V of this Lease, take good care of. repair and maintain all dn�-eways. pathways, roadways, sidewalks, curbs, spur tracks, parking areas, loading areas, landscaped areas, entrances and passageways serving the Building and perform snow removal service for (including reasonable treatment of ice) any and all driveways, path�ays, roadways, sidewalks, curbs, parking areas, loading areas, entrances and passageways on the Premises. T�enant shall not allow�to be o�erloaded the roof of the Building and no person shall g� upon the roof of the Building and no matenals ��r equipment shall be� placed upon the roof of the Building without the prior written consent of Landlord. At any time that any person goes upon the roof of�the Building or any materials or equipment are placed upon such roof, Tenant shall reasonably notify and allow Landlurd or its agents to inspect and approve the roof operation or procedure and shall not take any action affecting the roof w�ithout Landlord's appr�val. I�;ot��ithstanding anything in this Lease to the contrary, in the event that (ij Tenant at any time subjects the floors of the Building or any part thereof to any load excezding the live load capacity of such floors or fails to use all reasunable and pcudent storage techniyues, including, without limitation, even distribution of weight l�ads, {ii) Tenant acts or knowingly fails to act in such a manner as to invalidate, void,nullify, or impair any warranty obtained by L.andlord for any component of the Building which is subject to Landlord's replacement obligations under this Section 9.7, (iii) 'Tenant, its agents, employees, contractors, custoiners or invitees, causes any uninsured st�-uctura( dalnade in breach c�f Tenant's cc��4nants under this L.ease, or (iv) Tenant breaches or defaults under any provision of this Lease and as a result thereof, repairs ur replacements are inade nece��sary,then the reasonable co�t of any resulting repairs or replacements shall be immediately due and payable by Tenant as Additional Rent. AR"�'ICLE X CONIPLIA�tiCE W1TH LAW'S A'�'D ORDINANCES Section 1 U.1 Com�liance with Laws, Ordinances and_Encumbrances. Tenant shall throughout the "Terin of this I,ea�e, at Tenant's sole cost and expense, promptly cnmply or cause conli�liance of the Premises w�ith or remo�e or ctrre anv ��i�lation of the Premise� ��ith any ancl all ,�, ,)IY'�.��1h�. � present and fi�ture laws,orc�inances,orders,rules, regulati�m�and reyuirer��ents of all federal,state, mul�icipal and other governmental bodi�s having jurisdietion over the Premises, including,withc�ut limitation, those pertaining to incloor air quality, and the appropriate departments, commissions, boards and ofticers thereof, and the orders, rules and re�;ulations of the Board of Fire Underwriters where the Premises are situated, or any other body now or hereafter constituted exercising lawful or valid authoi�ity o��er the �'reinises,or any portion thereof,or ex�rcising authority with respect to the use or manner of use of the Premises, or such adjacent or appurtenant facilitiea, including, without limitation, the Americans With Disabilities Act of 1990 (including the Americans With Disabilities Act Accessibility Guidelines for Buildings anei Facilities), and any amendments, modifications or changes to any of th� foregoing (collectively, "Laws"), and whether the complianee, curing or removal of any such violation and the cc�st�� and expenses necessitated thereby shall have been foreseen or unforeseen, ordinary or extraordinary, and whether or not the same shall be presently within the contemplation of Lancllord or Tenant or shall involve any change of governmental policy, or require sti-uctural or extraordinary repairs, alterations or additians by Tenant and irres�ective �f the c�sts there�f. N�twith�tanc?ing thf; t�re��in�, T andlc�rd wan-ant� and represents that the Prernises substantially complies with all applicable Laws as of the Commencement l7ate. Tenant, at its sole cost and expense, shall comply with all agreements, contracts, easements, restrictions, reservations or covenants of record as of the date of this Lease, or hercafter created by Tenant or consented to, in writing, by Tenant or requested, in writing, by Tenant. Tenant shall also comply with, observe and perform all provisions and requiretnents of all palicies of insurance at any time in force with respect to the Premises and required to be obtained and maintained under the terms of Article VI1 hereof and shall comply with all development permits issued hy governlnental authorities issued in connection with development oi the Premises. Section 10.2 Hazardous Materials. T'enant shall not cause or permit any of Tenant's or Tenant's affiliates' employees, agents, visitors, invitees, licensees, contractors, assignees, or subtetlants (individually, a '`Tenant Party" and collzctively, "Tenant Parties") to cause any Haaardous Matenals (as detined herein} to be brought upon, store�, lnanufactured, generated, blendec�,handled, recycled,treated,disposed or used on, under,or about the Premises the Building, the Land, or the Ground Lease Premises, except for amounts of office and janitorial supplies in usual and customary quantities for the reasonable use of the Premises for reasonable building operation purposes and except as necessary and appropriate for its Primary intended Use and which are not in violation of Environmental Laws,and subject to the requirement to store, use, and di�pose of all of the foregoing in a safe and reasonable inaruler and in accordance with all applicable En��ironmental Laws. The term "Hazardous Materials" means and includes any substance, matc;ria]> waste,pollutant,or contaminant]isted or defined as hazardous or toxic, under any Environmental Laws, asbestc�s, petroleu�n, including crude oil or any fractic�n or derivati��e therzof. natural ga� liquids, liquefied natural gas, synthetic gas usable for fue] (�r mixtures ot� natural gas and such synthetic gas}, and explosives, flaminables, or radioactive substances of any kind. As defined in Bnviromnental Laws, "C'enant is and shall be deemed to be the '`operator" of Tenant's "facility" and the "owner" of all HazardoLis IVlaterials brought on the Premises, the Building,the Laud, or the Ground Lease Premises, by T�enant or any Tenant Party, and the wastes, by-products, or z�e�idues generated, resulting, or prod�lced therefrom. Tenant shall and shall cause the Tenant Parties to comply with all Environmental La�Ns and shall not contaminate the Gruund I:ease Premises or the Premises with any I-ia�.ardous Materials hy I�enant or any Tenant Partv. Texiatit shall ii7�mediately give Landl�rd a copy of an�� stateinent, report, n�tice, registrati��n, application, pe�mit> iicetlse. i;laim, acti��n, or proceeding giti��n to, or rtceitied from, any �; ��,�,.,;�,,,:�, ;, governrnental authoi�ity or private party. �r persons ocr�upyin� the Premists concernirlg the presence, spill, release, dischar�e of, or exposure to, any ��azardous Ivlaterials or cqntamination in, cm, or about the Premises or the improvements or the soil or broundwater thereunder. A[ all times, upon reasonable prior notice (or without notice in case of an emergency), Landlord shall have the right to enter upon and inspect the Premises and to conduct tests, monitoring and investigations so lonb as Landlord restore� any porlions of the Premises disturbed by such inspections, tests, monitoi•ing oi- investi�ations. If such tests indicate the presence of any Enviroiunental Condition caused or knowingly exacerbated by Tenant or any Tenant Party,Tenant shall reimburse Landlord for the cost of conducting such tests. The phrase "Environmental Condition" shall mean any adverse condition relatin�; to any Hazardous 'vlatcrials or the environmznt, including surface water, groundwater, drinking water supply, land, surface or subsurface strata or the ambicnt air and includes air. land and water pollutant:, noise, �ibration. light and odors. ln the event of the existence of any such F,nvironmental Condition of which Tenant or any Tenant Pai•tv has knowledge, Tenant shall promptly notify both the property manager and the Landlord and.�if such Environmental Condition was caused or knowin�ly �xacerbated hy Tenant or any Tenant Party, Tenant shall promptly take any and all steps necessary [o rectify such Environmental Condition in compliance with all applicable Environmental Laws to the satisfaction of the applicable environmental agencies (or, if there are no applicable Environmc.ntal L,a�vs relating to such remediation, then Tenant shall promptly take any and all steps necessary to rectify the same in accordance with the recommendations of a qualified and experienced environmental consultant selected by Landlordj, such that the Ground Lease Pre�nises (and any Improvements thereon) rnay continue to be used and occupied for all purposes which it may now be uscd or occupied, includin�, without limitation, may continue to be used and occupied as a commercial warehouse without the imposition of any re�trictions on u�e or occupancy that did not exist prior to such Environ�nental Condition caused or knowingly exacerbated by Tenant or any Tenant Pai-ty (thc "Remediation Standai•d"j, or shall, at Landlord's election, reimburse Landlord, upon dernand, for the cost to Landlord of performing such remedzation work. If Landlord elect� to perforrn such remediation work, the reimbursement shall be paid to Landlord in advance of Landlord's performing such work, based upon Landlord's reasanable estimate of the cost thereor; and upon completion of such work by I,andlord, 7enant shall pay to Landlord any shortfall promptiy after receipt of Landlord's bills therefor or Landlord shall promptly refund to Tenant any excess deposit, as the case may be. Tenant shall indemnify, protect, defend (usin� it� City Attorneys or by outside counsel used in its normal practices,provided Landloi-d shall approve such outside counsel,which appro�al shall not be unreasonably withheld) and hold harmless Landlord and all L.andlord Parties fi-orn and a�ainst any and all claims, demands,judgments, settlements, cause;of action,dama�es, penalties, fines, encumbrances, liens, taxes, costs, liabilities, ]os�es and expenses (including, all costs, attorneys' fees, expenses, and court costs j arising at any time from and after the date of execution hereof as a result (directly or indirectly) of ur in connection with (1)Tenant's and,�or any Tena»t Party's breach of this Article X or any Environmental I,aw, or (2) an Environmental Condition resulting from the Tenant's andlor any Tenant Party's activities, c�r failure to act (where T�nant had an express duty io act under this Lease or any Applicable Lau). Landlord re�crves the right to retain eounsel for its defen;e, in which case Tenant shall be responsible for the cost of such defense. This indeinnity shall include, withuut limitation, the c�st of any re}�air, cleanup or detoxification re.quirzd �ursuant to th� Re�nediation Standa�-d. and the preparation and i�l�pleinentatioi� uf any clo�ure. monitorin� or other plaris required pursuant t�� the Remediati��n �� ,�..., . , �- Standard pri�r to e�r f�lluwing the termina�ion ��f this Lease. �either the written consent by Landlord to �he presence �f Ha�ardous hlaterials au, under or about the Preinises, the Building, the Land, or the� Ground Lease Preinises, nor the strict complian�e by T'enant with all Environmental Laws, shall excuse Tenant from Tenant's obligation of indeinnification pursuant hereto; provided, however, in no event shall Tenant be liable under this Sec;tion 10.2 in an amount greater than that permitted by Florida Statutes 76R.?8 as amended from time to time. Tenant's obligations pursuant to the foregoing indemnity shall survive the expiration or ten�lination of this Lease. Tenant shall at its own expense procure, maintain in effect and comply with all conditic�ns of any and all permits, licenses and other goverrunental and regulatory approvals required foi- Tenant's use of the Premises, including, without liinitation, discharge of(appropriately tr�ated> tnaterials or waste into or through any sanitaiy sewer system serving the Premises. Except as discharged into the sanitaiy sewer in strict accordance and conformity with all applicable F.nvironmental Laws,Tenant shall cause any and all Hazardous Materials used,stored or generated by Tenant to be removed from the Premises, the Building, and the Ground Lease Premises and transported solely by duly licensed haulers to duly licensed facilities for final disposal of such Hazardous '_vlaterials and wastes. Tenant shall in all respects, handle. treat, deal with and manage any and all I-�azardous Materials in,on, under or ab��ut the Premises, the Building, thz Land,or the Grc�und Lease Premises in complete confonnity with all applicable Environmental Laws anci prudent. industiy practices regarding the rnanagement of such Hazard�us Materials. All reporting obligations to the extent imposed upon"I'enant by F.nviromnental Laws are solely the responsibility c>f Tenant. Upon expiration or earlier termination of this Lease, Tenant shall cause all Hazardous Materials to be removed firom the Premises an�l transp�rted for use, st�rage or disposal in accordance and in c�mpliance with all applicable Environmental Laws. Tenant shall not take any remedial action in resp�nse to the presence oi any E�azardous Materials in, on, about or under the Preinises, the Building, tiie I,and, or the Ground Lease Premises or iri any� Impro�ements situated on the Land, nor enter into any settlement a�reement, consent, decree or uther compromise in respect to any claims relating to any way conne�ted with the Premises or the Improvements on the Ground Lease Premises without first notifying [.dndlord of Tenani's intention to do so and affording Landlord ample opportunity to appear, intervene or otherwise ap�ropriately assert and protect Landlord"s intcrest with respect thereto. In addition, at the expiration of the Term of this C.ease, 1�enant shall rem��ve all tanks or tixtures which were placed on the Premises, the Building, the Land, or the Uround Lease Premises during the Term of this Lease by Tenant and which contain, have containeci or are contaminated wiih, [Iaiardous Materials. Section 10.3 C'ost�f Compliance with_F.,n_v_ironinental Laws. Tenant shall be responsible for all costs of compliance with Environmental [.aws with respect to the Premises (except to the extent relating to Hazardous Vlaterials in, on or under the Premises as of the date of this Lease or to the extent relating t� Haiardous Materials were introduced, stored, transp�rted, discharged, released or disposed of at the Premises by the negligence or willfizl ir�iaccmduct of Landlord or Landlord Parties(in which evcnt the cost of su�h c��mpliance shall be at Landl<�rd's expense)},an�l with respect to the Building, the L.and, and the Ground Lease Preinises to thc extent Hazardous NIa�enals were us�d, intr��duced, stored,transp��rted, clischarged,released or clisposed of by Tcnant ar any of the Tenant Farties. 5ection 1 U.4 lntentiunallv Omiited. �� i�„ ��,rif,:,�' i� Section 10.� Acts oi Otnissions Re a� rdin�f�az.ardous �taterials. For puiposes of the co`�cnants and agreements contained in article X, inclusive, any act� or omissions of Tenant, its empl�yees, a�;ents, sublessee�, assigners, contractors or sub-contractors (except Landlord, I,andlord Parties �3nd their respective contractors ) shall be strictly attributable to Tenant. Section 10.6 Sur��i��al. The respective rights and obligations of Landlord and Tenant under this Article X shall survive the expi.ration or earlier termination of this Lease. r1RTICLE XI MFCHANIC'S LIENS AND 01'HER [.[ENS Section 11.1 Freedom from Liens. Tenant shall not suffer or permit any mechanic's lien or other lien to be filed against the Premises, the Buildin�, or the Ciround Leasc Premises, or any portion thereof, by reason of work, labor, skill, services, equipinent or materials supplied or claimed to have been supplied to the Premises at the request of�['enant, or anyone halding the Premises, or any portion thereof, through or under T'enant. lf any such mechanic's lien or other lien shall at any time be filed against the Premises, or any portion thereof, Tenant shall cause the same to be discharged of record within thirty (30)days after the date of filing the same. If Tenant shall fail to discharge such mechanic's lien or liens or other lien ��ithin such period, then, in addition to any oth�:r right or retnedy of Landlord, after tive(5)days prior written iiotice to Tenant, Landlord may, hut shall not be obligated to, discharge the same by paying to the claimant the amount claimed to be due or by procuring the discharge of such lien as to the Premises by deposit in die court having jurisdiction of such lien, the foreclosure thereof or other proceedings with respect thereto, of a cash sum sufficient to secure the discharge of the same, or by the deposit of a bond or other security with such coun sufficient in form, content and amount to procure the discharge of such lien, or in such other manner as is now or may in the firture be provided by present or fiiture law for the discharge of such lien as a lien against the Premises. Any amount paid by Landlord, or the value of any deposit So made by Landlord, together with all costs, fees and expenses in connection therewith(including reasonable attorneys' fees of L.andlord), together w ith interest thereon at the��aximum Rate of Interest, shall be repaid by Tenant to Landlord an demand by Landlord and if unpaid may be treated as Additional Rent. In addition to all other rights and remedies of I.andlord,Tenant shall be responsible for and shall reimburse Landlord. as Additional Rent, within ten (10) day� after demand therefor, for all losses, costs, damages, expenses, liabilities, suits. penalties, cla�ms, demands and obligations, including, without limitation, reasonable attorneys' fees incurred by Landlord resulting from the assertion, filin�, foreclosure or other legal proceedings with respect to any �uch mechanic's lien or other lien. Tenant shall, pursLiant to this provision aiid �713.10, Florida Statutes (2000} notify any and all contractors, subcontractors, suppliers, materialmen or laborers (hereinafter collecti�ely referred to as '`contractors`�} of the lien prohibitions contained in this Lease. Tc.nant shall notify each such contractor, together with any suppliers of any materials used on the Premises, that this Lease expressly protiides that Landlord's interest shall not be subject to liens for impru�ements znaclz by �Tenant. If Tenant fails to so notify any such contractor of this prohibition, such failure shall r�ncier any cantract between Tenant and any such contractor, voidable at the option of 5uch contractor. In ct�nnection with any work or the delivery of any matei-ials or supplies to the Premi�es by any such contractor, Tenant shall deliver to Landlord's un-site agetit, a recordable Waiver of Lien Affidavit (hereinafter called "Contractor's Wa�ver of Lien") frotri each such contractor iu form reasonably �f ,,�,i�r,;,,�,�,� �- �atisfactory to Landlo�-d and in compliancc� with Section 713.2.0, Fl�r-ida Statutes (2000). I'he Contractor's Waiver o F Lien shall provide, among other things, that the contractor waives any and all lien rights it may hav� against Landlord's interest in the Premises and Ground Lease Premises ur any portion thereof. On or before the commencement date of any construction by or on behalf of Tenant under this Lease, Tenant shall have executed and recorded in the oftice of the puhlic records of'the county in which the Premises is located, a"Notiee of Commencement''pursuant to F�lorida Statute�713.13 (2000) in form reasonably satisfactory to Landlord. A certified copy of said Notice of Commencement shall be posted visibly on Premises in accordance with the requirements for posting a building pennit by the building and zoning department of the county in which the Premises is located. In the event that the Notice of Commencement is recorded more than thirty (30) days prior to the actual commencement of construction, Tenant shall timely record and post another Notice of Commencement in the saine fotm as the original notice. Section 11.2 Removal of Liens. Except as otherwise provided for in this Artiele XI, Tenant shall not create, permit or suffer, and shall prurnptly- discharge and satisfy of record, any other lien,encumbrance,charge, security interest or other right or interest which shall be or become a lien, encumbrance, charge or security interest upon the Premises; or any portion thereof, or the income therefrom. or on the interest of Landlord or 7'enant in the Prcmises, the Building, or the Ground Lease Premises or any portion thereof, save and except for those liens, encumbrances, charges, security interests or other rights or interests consented to,in writing,by Landlord,or those anortgages, assignments of rents, assignments of leases and other mortgage documentation placed thereon by Landlord in financing or refinancing the Premises. �RTiCLE XII INTENT OF P2►RTIES Section 12.1 N�t_Lease. Landlord and Tenant do each state and represent that it is the intention of each of the�n that this Lease be interpreted and construed as a net lease and, except as otherwise expressly set forth in this Lease and except for Landlord's express obligations under this Lease, all Basic Rent and Additional Rent shall be paid by Tenant to Landlord without abatement, deduction, diminuiion, deferment, suspensian, rcduction or setoff, and the �bligations of Tenant shall not be affected by reason of damage to or destruction of the Premises from whatever causc (except as e�cpressly provided in this Lease); nor shall the obligations of Tenant be affected by reason of any ce>ndemnation, eminent dainain or like proceedings (except as expressly provided in this Lease) or any other cause �hether similar or dissimilar to the foreo�ing or by any la��s or customs to the contrary. It is the further express intent of Landlord and Tenant that the obligations of Landlord and Tenant hereunder shall be separatc and independent covenants and agreements and that the Basic Rent anij Additional Rent, and all other charges and suins payable by Tenant hereunder, shall commence at the times provided herein and shall continue to bc payable in all ecents unless thE�bligations to pay the saine shall be terminated pursuant to an express provision in this Lease. Section 12.? �:ntr�y Landlord. If Tenant shall at any time fail to pav any Imposition in �c�ordance with the pro��isiuns of Article VI, or (subjeet to the terms of Section 7.1�) hereofl tu take out, pay far, maintain and deliver any of th:insuraz�ce polieies or certificatcc uf insurance (if 31 .r,i nr;5i>f,•)' ;- applicable)pro��ided for in Article VI,or sh311 fail tu rnake any other payrnent or perfonn any other act on its part to be made ��r performed, then Landl��rd, after prior written notice to 7'enant as provided in Section 13.1 (or without notice in case of emergency), and without waiving or releasing Tenant froln any obligation of Tenant contained in this Lease, may, but shall be under no obligation to do so, (a) pay any lmposition payable by Tenant pursuant to the provisions of Article V I, {b) (subject to the terms of Section_7.1�hereo fl take out,pay for and tnaintain any of the insurance policies provided for in this Lease, or (c) make any other payment or perform any other act on "i'enant's part to he paid ar perfonned as in this Lease provided, and Landlord may enter upon the Premises for any such purpose and take all such action therein or thereon as may be necessary therefor to complete perfonnance on behalf of Tenant. Nothing herein contained shall be deemed as a waiver or release of Tenant from any obligation of Tenant a�ntained in this Lease. ARTICLE XII[ DEFAUL`i'S; REMEDIES Section 13.1 Events of Default. The occurrence of any of the followino shall constitute a default and breach of this Lease by Tenant(hereafter an "Event of llefault"): 13.1.l Vacation; Abandoninent. If Tenant abandons or vacates the Preinises; 13.1.2 Failure to�. If Tenant fails to pay Rent or any other charge as and when due where such failure continues for five (�) business days after written notice thereof by I,andlord to Tenant. 1�.1.3 Failure to Perform. If Tenant fails to perform any ��f Tenant's nonmonetary obligations under this Lease for a period of thircy (30) days after written notice from Landlord; pro��ided that if more time is required to complet� such perfonnance, Tenant shall not be in default if Tenant commences su�h perFormanca �-ithin the thirty (30)-day period and thereafter diligently� and continuously pursues its completion not later than one hundred twenty (120► days after such written notice. 13.1.4 Estoppel�`SI�'DA. If Tenant fails to execute and return an estoppel or subordination, non-disturhance, and attornment agreement to Landlord within fifteen (l 5) days after Landlord's written request and such failure continues for five 15) days after a second (2nd} written request from Landlord. 13.].5 Other Defaults. (i) tf Tenant makes a general assignment or general arrangement for the benefit of creditors; (ii) a petition for adjudication of bankruptcy or for reoroanization or rearrangement is filed by ar against Tenant and is not dismissed within thirty (30) days; (iii) if a trustee or receiver is appointed to take possession of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease and �ossession is not restured to Tenant within thirty (30) days; or (iv) if substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease is subjected to attachment, execution or other judicial seizure w�hich is not discharged within thirty (30) days. �he notices required by this Section are intendc;d to satisfy any and all notice reyuirements imposed by (aw on Landlord and are not in addition to any�uch requirement. Z� ��.i,,�,�,>h,,� i� 13.1.6 Remedies. On the uccurren�� ut any Fvent of Default by (enant, Landlord may, at any time thereafter, with �r without notice or demand a�7d without limiting Landlord in the exercise of any right or remedy w hich [,andlora may have: (a) Terminate this Lease ancl retake possession of the Premises for Landlord's account thereby terminating any subsequently accruing lial�ility on the part of Tenant. {b) Ternlinate Tenant's right of possession ��ithout tenninating this Lease Agreement, retaking possession of th� Premises for the account of 7'enant and reletting the Premises to a new/successor tenai�t. receiving monthly from Tenant all Basic Rent and Additional Rent which would have been received had Tenant perfonned this Lease to the expiration of the then current Term of this L,ease (excluding any exteiision or renewal periods}, if and as such Basic Rent and Aclditional Rent becomes due, subject,however to any duty of I,andlord to commercially reasonably mitigate dainages (as describea in subsection (h)) and to credit to Tenant all rents as and when received by Landlord through subsequent reletting�t the t'remises (�hich credit shall be up to the amou�tit of Basic Kent and Additional Rent due to Landlord hereunder after deducting all expenses incurred by Landlord in coi�nection with such reletting, ineluding, without limitation, all repossession costs, brokera�e commissions, legal expen�es, attorneys' fees, advertising, expenses of employees, alteration cost�and expenses of�reparation for suc:h reletting). Any deficiency of Basic Rent and ,Additional Rent after applying the rents (after deducting its damaged as referred to ahove) received in connection with such reletting shall b� calculated and shall be paid by Tenant to Landlord monthly. If tlie rents from such reletting shall be more than the Basic Rent and Additional Rent then due and paid by Tenant hereunder, 'Cenant shall have no right to, and shall receive no credit t��r, the excess. Tenant shall pay such damages referred to above to Landlord monthly on the days which the Basic Rent would havz been payable hereunder if this Lease had not heen terminated. (cj Evict Tenant pursuant tu Part 1 of Chapter 83 of� the Flonda Statutes goveniing nonresidential tenancies and the civil procedures applicable thereto. (d) In the event Landlord elects to exercise its r•einedies in subsections (a) and (b), in accordance with applicable laws. Tenant shall immediately surrender the Premises to Landlord, and if Tenant fails to do so, I�andlord may, without prejudice to any other remedy whicl� it may ]lave for possessi<�n or arrearage in rental, enter upon and take possession of the Premises and expcl or remove Tenant and any other person who may be occupying the Premise5 or any part thereof, by any lawful means, witliout being liable for prosecution or any claim of damages thereti�r. For the avoidance of doubt, Landlord shall not use self-help to retake possession or expel Tenant. (e) Pay any amount required tc�be paid by Tenant, or perform any obligation to be performcd by Teriant, and to do so,etlter upon tlle Premises by lawful means,and Tenant shall reimburse L,andlord on demand t��r any expenses which Landlord may incur in 5� paying or perf�rming Tenant's obli�aticros under this Lea�e, tc�gctller with interest on such expenses at the Maximum Rate of Ir�terest until �Tenant makes fiill payment of all amounts owing to Landlord at the time of said payment. �3 �<,istos�u•5- i; (t) If this Lease is terminated by reason of an F'vent ot� Default pursuant t�� subsecti�n (i), Tenant shall be liahle fi�r and shall pay to Landlc�rd as tinal liquidated damages the total sum of all rental and other indebtedness accrued through the date of such termination, plus, as liquidated damages, an amount equal t�� the prescnt value of the excess, if any, of(l ) the total rental (Basic Rent and Additional Rent for the remaining portion of the�Term (had the Term not been tenninated prior to the date of expiration stated in Article I)), over(2) the fair market rental value ofthe Premises for the remaining portion of the 1'erm, both disec�unted to present value at a rate of 6%per annum. lt is agreed by the pai-ties that the actual damages which might be sustained by Landlord by reason ofTenant's default hereunder are uncertain and difficult to ascertain, and that the foregoing measure of damages is fair and reasonable. (g) [f 7'enant's right to possession of the Premises is tei-minated, withc�ut termination of the I.ease, Tenant shall be liable for and shall pay to I:andlord all rental and other required paylnents accrued to the date of termination of possession. plus all rental and other required payments for and during the remainder of the tenn, as such rental and other payments become due, diminished by any net sums thereafter received by Landlord through reletting the Premises during said period (after deducting reasonable out of pock�t expenses incurred by Landlord). In n� event shall Tenant be entitled to any excess of any rental obtained by reletting over and above the rental herein reseived. Actions to collect amounts due by Tenant to Landlord may be brought from time to time, as they accrue, on one or more occasions, without the necessity of Landlord's waiting until expiration of thc term. Notwithstanding any such reletting ��ithout termination, Landlord may at any time thereafter terminatc this Lease for any prior breach or default. (h) If 1�enant's right to possession of the Premises is tenninated without terminating the Lease under subsection(b)and(g),'I enant shall also be liable for and shall pay to Landlord, in addition to amounts provided to be paid above, all expenses in connection with reletting the Premises,including,without limitation,all repc�ssession costs, brokerage commissions, reasonable alteration costs and expenses of preparalion for such reletting f�r a siinilar use, including reasonable attorneys' fces. Notwithstanding the foregoing, �in the event Landlord retakes possession of the Premiscs, without terminating the Lease, after a Default of Tenant, Landlord agrees to use commercially reasonable efforts to mitigate its damages hereunder after T enant vacates the same,provided,however, Landlord's obligation to use commeruially reasonable efforts to miti�ate its damages shall be deemed satisficd by Landlord's reasonable marketing and showing of the Premises in a manner similar ro the manner in which t,andlord markets and shows other premises within the Building, and (l) Landlord shall have no obligation to solicit or entertain negotiations with any other prospective tenants for the Nremises until Landlurd obtains full and complete possession of the Premises including, without limitaiion, the final and unappealable legai nghi to relet the Premi�es free of any claim of 1'enant; (2) Landlord shall not be obligated to lease or show the Premises, on a pnority basis, or offer the. Premises to a Frospcctive tenant when other pt•emises at the Building suitable for that prospective tenant's use are(or soon will be) available; (3) Landlord shall not be obligated to lease the Preinise5 to a substitute tenant f��r a rent less than the cun-ent fair market rent then prevailing i'or culnparable space in the �3uilding; (4) Landloi•d shall not be obligated to enter int�� a lease with a substitute tcnant whose use would: (y) violate an_y restriction, 34 i��i s�,,��r,-:-.�, covenant, ur requirement cc�ntained in the leasc uf another te;nant of the fiuilding�r require any aiterations to the 13uildin� t�� comply ��ith I:aws; or (z) in Landlord's reasonable opinion adversely affect the reputation of the E�uilding or be incoinpatihle with the operation of the Buildin�; and(5) Landlord shall not be obli�,ated to enter into a lease with any praposed substitutc tenant� which does not have, in Landlord's reasonable opinion, sufticient financial resources or experience to ��perate the Premises in a first class manner and to fulfill all of the obligations in cunnection with this Lease thereof as and when the same becorne due. (i) In the event of tennination of this Lease, Tenant shall pay the Basic Rent and Additional Rent and other suin� payable hereunder up to the tirrie of such terinination and shall be relieved of any future swns or damages, other than any ap�licable liquidated damages described in subsection (fl; however, Tenant shall continue to be responsible for reimbursing Landlord for any cvsts and attorney's fees incurred by Landlord in connection v��ith securin� possession of the Premises. [ri such case, Landlord may relet the whole or any portion of the Premises for an��period, to any tenant, and for any use and purpose. �) Landlord shall have no duty to mitigate its damages except to the extent required by applicable law and as set forth in subsection (h) above. (k) Landlord's exercise of any right or remedy shall not prevent it from exercising any other ri�ht or remedy. (I) Upon an Event of Default described in Section 13.l, in addition to all other remedies a�ailable to Landlord, Tenant shall immediately pay to Landlord any incenti�es lost or returned by Landlord as a result of such Event of Default. Section 13.2 Le�;al Costs. Tenant shall reimburse Landlord, upon demand, for any reasonable costs or expenses incurred by Landlord in connectioi� with any breach ur default of Tenant under this Lease. whether or not suit is commenced or judgment entered. Su�h costs shall include reasonable le�al fe�s and costs incurred for t}ie negotiation of a settlerrient, enforcement of rights or othet��ise.rl'enant shall be responsible for,and shall reimburse Landlord, as ,Additional Rent, within ten (10) days after demand thercfor, for all costs, expenses, demands and liability (including,without limitatic�n,attorney5' fee�and costs)incurred by Lanellord if Landlord be�oines or is inade a party to any claim or action (aj instituted by any third party against Tenant, or by or against any person holding any interest under or using the Premises by license of or agreement with Tenant; (b) for foreclosure uf any lien for labur or i�zaterial fuz7lished to or foi-Tenant ar such oth�r person;(c)vtherwise arising out of e�r resultin�fruin any act or transaction of Tenant or�uch c�ther person: or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceedin�; under Title 11 of the United States Code, as amended. Tenant s11a11 be responsible for and shall reimburse Landlord, as Additional Rent, within ten (10) days after demand therefor, for all costs incurred by I.andlord to defend against any�ueh claim ur actiun. Section 13.3 Landlord's Default. Subject to the conditions and limitations of Section 16_2 hereuf, if Landlord breaches any of its obli�ations hereunder and such bxeach remains uncurea for a period of thirty (ZO) days after written notice from Tenant(provide�� such thirty-day period shall be extended so lon�as Landl<�r�commene�5 the cure of such breach w ithin such thirty-day�perivd 3> i!�i u�,S��r,�.,� �� and thereafter diligently and continuously pursues coinpletion of the cure), the�n �,andlord shall be in delault hereunder and Tenant shall have tlle rigllt to pursue any and all of��enant's rights and remedies under this Lease, at law or in equity. Section 13.4 No Waiver. No failure by Landlord or by Tenant to insist upon the perfonnance of any of the tenns of this Lease or to exercise any right or remedy upon a breach thereof, and no acceptance by Landlord of full or partial rent from T'enant or any third party during the continuance of any such breach, shall constitute a waiver of any such breach or of any of the �errns of this Lease. None of the terms of this Lease to be kept, observed or performed by Landlord or by Teilant, and no breacll thereof, shall be waived, altered or modified except by a written insttwnent executed by Landlord and'or by Tenant, as the case may be. '�io wai�er of any breach shall affect or alter this I,ease, but each of the tei7ns of this Lease shall continue in full force and effect with respect to any other then existing or subsequent breach of this I,ease. No waiver of any default of Tenant herein shall be implied from any omission by Landlord to take any action on account of such default, if such default persists or i� repeated and no express waiver shall affect any default other than the default speeified in the express waiver and that only for the time and to the extent therein stated. One or more waivers by Landlord shall not be construed as a waiver of a subsequent breach of the same covenant,term or conditian. No statement on a pay7nent check from Tenant or in a letter accompanying a payment check �hall be binding on Landlord. Landlord may, with or without notice to Tenant, negotiate such check without being bound to the conditions of such statement. Section 13.5 Waiver_by Tenant. Tenant hereby waives all claims by Landlord's re- entering and taking possession of the Premises and removing and storing the property of Tenant as pennitted under this Lease, pursuant to applicable Law, and will save L:andlord hannless from all losses, costs or darnages occasioned Landlord thereby. No such reentry pursuant to applicable law shall be considered or construed to be a forcible entry by Landloi-d. ART[CLE XI�" DESTRUCTION AND RF:S'1'ORATION Section 11.1 Landlord's Right of Te�7nination. If the Premises or the Building are substantially and physically damaged (the tenn '`substantially da�naged" meanin�damage of such a character that the same cannot, in the ordinary course, reasonably be expected to be repaired within one hundred t��enty(120) days froin the time that repair work would commence) by fire or uther casualty that is a covered loss under Landlord's property insuranee policy for the Building (each, a "Casual �"), or if the Premises or the f�uilding is materially damaged by an uninsured casualty, then Landlord shall have the right to terminate this Lease by giving notice of Landlard�s election so to do within ninety (90j days after the ��ccurrence of such Casualty or uninsured casualty, as applicable, whereupon this Lease shall terminate thirty(30)days after the date of such notice with the same force and effect as if sucll date were the date originally established as the expiration date hereof. tn no event shall Landlord have any liability for damages to Tenant tor inconvenience, annoyance or inten-uption of busines� arising from any Casualty. In addition, I,andiord shall have the right to terminate this I,ease if(a) insurance proceeds plu,5 deductibles are insufficient to pay the full co5t of such repair and resti�ration (so l�ng as I,andlord maintains the 3b i�,�xf„��,�.;�; ., iitsurance required under this I,ease), (b) the holder of any Superior Mort�a�� fails or r�fuses to make such insurance proceeds availabl� for such repair and restoration, (c) zoning or other applicable Laws or regulations do not permit ,uch repair and restoration, or(d) the damage to thc Building exceeds thi,rty five percent (35°io) �f the re�lacement value of the Building. Section �14.2 Restoration; Tenant's Kight of_1'ennination. If the Huilding or the Premises shall be partially or totally physically damaged or dcstroyed by a Casualty and if this Lease is not tenninated as provided in this Article XI�', then Landlord shall repair and restore the Building and the Premises (but restoration of the Premises shall exclude restoration of�Tenant�s Property and the Tenant Insured VVork which shall be Tenant's responsibility under this Lease to restore) ('`Landlord's Restoration V4'ork") with reas�nable dispatch (but Landlord sllall not be required to perfonn the same on an overtime or premium pay basis) after the Casualty and the collection of the insurance pmceeds attributable to such Casualty, and Tenant shall repair and restore in accordance with Article XX all of Tenant's Prc�perty and the Tenant [nsured Work ("Tenant's Kestoration Work") with reasonable dispatch after the Casualty and completion of Landlord's Restoration Work to the Premises. �totwithstanding anything to the contraiy contained herein, if in Landlord's sole discretion it would be apprupriate fur safety reasons, health reasons or the efficient operation or restoration of the Building or the Premises for Landlord to perform all or a portion of Tenant's Restoration Work on behalf of Tenant, then I_andlord shall give Tenant a written notice specifyina the portion of Tenant's Restoration `l�'ork to be performed by Landlord (the"Specified Restoration Work"), Landlord �hall perform the Specified Restoration Work, and Tenant shall pay to Landlord within ten (10) days following the giving of Landlord's wntten demand therefor (or Landlord shall retain from the insurance proceeds paid to I.andlord in accordance with the last sentence of this Section 14.2{a)) the cost of such Specified Restoration Work. The proceeds of insurance covering the Tenant Insured Work shall be paid to Landlord if and to the extent Landlord restores the Tenarit Insured Work as part of the Specified Restoration VVork. (a) 1.andlord shall not carry any irisurance on Tenant's Property or an the Tenant In�ured Work that constitute part of"Cenant's Restoration Work and shall not be obligated to repair or replace Tenant'S Property ur such Tenant In�ured Work(��hether or not installed by or at tlle expense of Landlord). Tenant shall look solely to its insurance for recovery of any damage to or toss of Tenant's Property� and any Tenant Insured Work. Tenant shall notify Landlord promptly of any casualty in the Preinises. In the event uf�a partial or total destruction of the Premises. Tenant shall as soon as practicable(but no later than tw�enty t?Oj Business Days after receivin� a written notice from Laridlord) reinove any and all of l�enant's Property from the Premises or the portiun thereof destroyed, as the case may be, and if Tenant does not promptly so remove Tenant's Prc�perty�, Landlord, at Tenant's expense, may discard the same or may remove Tenant�s Property to a public warehouse for deposit or retain the same in its own possession and at its discretion may sell the sarrie at either public auction or private sale, the proceeds of which shall be applied first to the expenses of reinoval, storage and salc, second t� any �urYls owed by Tenant to Landlord, with any balance remaining to the paid to Tenant; if the expenses of such remo��al, storage and sale shall exceed thc; proceeds of any sale, Tenant shall pay such excess to Landlord upon demand. Tanant shall be solely responsible tor arranging for any visits to the Preirlises by Tenant's insurance adjuster that may be desired by �Tenant prior to the remo��al ot Tenant's Property by Tenant or Landl��rd, as pruvided in this ;7 i�>�ir,;;,h��- - Sectioi� 14.?(c), or the perfonnance hy [,a�idlard of I,andlord's Rest�ration VVork or tht. Specified Restoration Work and l.andlord shall be under n� obligation to delay the performance of saine, nor shall I_andlord have any liability to "t�enant in the event that Tenant fails to do so. Tenant shall promptly permit Landlord access to the Premises for the purpose of perfonning Landlord's Restoration Work and, if applicable, the Specified Restoration Work. (b) W'ithin ninety (90) days after the occurrence of any C'asualty affecting the Premises, I.andlord shall deliver to T�enant a written estimate from a reputable contractor, architect or engineer designated by I,andlord as to the probable length of time that will be necessary to substantially complete I,andlord's Restoration Work. If such time estimate exceeds fifteen (15) months fi•om the date that repair work would commence, Tenant shall have the right to terminate this Lease by giving notice to I.andlord thereof within thirty (30)days after receipt of such estimate(time being of the essence with respect to the giving of such notice by Tenant. lf Tenant is entitled pursuant to the tenns of this Sect�o� 13,2(d) to terminate this Lease and Tenant fails to deliver a termination notice to Landlord within the thirty (30) day period set forth herein, Tenant will be deemed to have waived �Tenant's rights under this Section 13.2(d) to tenninate the Lease on account of such Casualry. The provisions of this Section are in lieu of any statutory termination provisions allowable in the event of a C'asualtv. (c) Landlord and any inortgagee of Landlord shall be named as loss payees on Tenant's property insurance policy far the Tenant lnsured Work. lf this Lease is terminated under any of the provisions of this Article X1V as a result of a Casualty, Landlord shall be entitled to retain for its benefit and Tenant �hall promptly release and disburse to Landlord the proceeds of insurance maintained by Tenant on the Tenant Insured Work that would remain in the Premises at the end of the Term. Id) �Tenant expressly agrees that this Article X[V shall not apply to and a "Casualty" will not be deemed to have occurred as a result of any denial of or restt7ctions on access to the Premises or the Building resulting from governmental action and�'ar as a result of the presence or potential presence of virus, microbial matter, bacteria or pollution in the Premises or Building and Tenant expressly waives any claims with respect to such events. This Article XIV shall be deemed an express agreement governing any damage or destruction of the Premises by fire or other casualty, and to the extent such waiver not prohibited by applicable Laws, any law providing for a contingency in the absence of an express agreement, now or hereafter in force, sha11 have no applicati�n. Section 14.3 Abatcment of Rent. If the Premises is physically dama�ed by a Casualty, Basic Rent and Additional Rent payable by Tenant shall abate proportionately for the period from the date of such Casualty until the earlier of the date that Landlord substantially completcs Landlord's Restoration W'ork and secures a temporary or pennanent certificate of occupancy or certificate of completion, as applicable (p�ro��ided that if Landlord would have completed Landlord's Restoration Woc•k at an earlier date but for Tenani having failed to cooperate �ith Landlord in effecting such I_andlord's Restoration w'ork ur collecting insurance proceeds, then the Premises shall be deemed to have been repaircd and restored on such earlier date and the abatement shall c�ase}, or the date'('erlant or other o�cupant reoccupics any portion i�f the Premises(in which 3� �i h I 1f!)J�if�`7' i' case the Basic Rent and Additional Rent payable under Section 3.3 only and allocable to such reoccupied portion shall be payable by Tenan[ from the date of such occupancy). Not�vithstanding any provision contained in this Lease to the contrary,there shall be no rent abatement with respect to any portion of the Premises which has not been physically da�naged and rendered untenantable by reason of such Casualty and which is accessible, whether or not other portions of the Premises are untenantable, and any abatement of Basic Rent or Additional Rent applicable to any portion of the Premises which was rendered untenantable by reason of a Casualty shall cease on the earliest of the dates referred to in clauses (a) or (b) of the preceding sentence provided such portion is accessible, whether or not other portions of the Premises remain untenantable. Notwithstanding the foregoing, if by reason of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors(to the extent the same is not cured within ten (10) Business Days after Landlord delivers written notice thereof to Tenant), Landlord, any mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejtidice to any other remedies which may be available against Tenant,there shall b.e no abatement of Basic Rent or of Additional Rent until such time as Landlord or any mortgagee, as applicable, collects all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to such Casualty. In addition, if the damage or destruction was caused by the act or omission of Tenant or any of the Tenant Parties, then Tenant shall not be entitled to any such rent abatement under this Section 14.3 and Tenant shall pay Landlord's deductible in connection with such damage claim. ARTICLE XV CONDEMNATION (a) If physical possession of the Premises shall be taken or condemned by any statutory exercise by any govemmental or quasigovernmental authority for any public or quasipublic use or plirpose or sold under threat of such a taking or condemnation,the Basic Rent and Additional Rent payable by Tenant shall be justly and equitably abated and reduced according to the nature and extent of the loss of use thereof suffered by Tenant. [n no event shall Landlord have any liability for damages to Tenant for inconvenience, annoyance or interruption of business arising from such exercise of the power of eminent domain. (b) If any part of the Building is taken by any exercise of the right of eminent domain,then Landlord shall have the right to terminate this Lease(even if Landlord's entire interest in the Premises may have been divested) by giving notice of Landlord's election so to do within ninety (90) days after the occurrence of the effective date of such taking, whereupon this Lease shall terminate thirty (30) days after the date of such notice with the same force and effect as if such date were the date originally established for the expiration of the Term of this Lease. (c) If this Lease shall not be terminated pursuant to paragraph (b) above, Landlord shall thereafter use due diligence to restore the Premises (excluding any Alterations made by Tenant)to proper condition for Tenant's use and occupation,provided that Landlord's obligation shall be limited to the amount of compensation recoverable by Landlord fi�om the taking authority. If, for any reason, such restoration shall not be 39 I h'`�h�llh�% :7 substantially completed within six (6) inonths after the expiration of the nincty (90) day period referred to in para�n�aph (b) above (which six month period may be e�ctended for such periods of time as Landlord is prevented from proceeding with or completing such restoration for any cause beyond Landlord's reasonable control, but in no event for more than an additional three(3)months),Tenant shall have the right to terminate this Lease by giving notice to Landl�rd thereof within thirty(30) days after the expiration of such period (as so extended). Upon the giving of such notice, this Lease shall cease and come to an end thirty(30)days after the giving of such notice, without further liability or obligation on the part of either party unless, within such thirty (30) day period, Landlord substantially completes such restoration and secures a temporary or permanent certificate of occupancy or completion for the Premises. Such right of termination shall be Tenant's sole and exclusive remedy at law or in equity for Landlord's failure so to complete such restoration. (d) All awards, da�nages and other compensation paid on account of such condemnation shall belong t� Landl��rd, and Tenant a��i�ns tn I,ancilnrc� �11 ri�?ht� tn �>>�.h awards, damages and compensation. Tenant shall not make any claim against Landlord or such authority for any portion of such award, damages or compensation attributable to damage to the Premises, value of the unexpired portion of the Term, loss of profits or goodwill, leasehold improvements or severance damages. Nothing contained herein, however, shall prevent Tenant from pursuing a separate claim against the authority for relocation expenses and for the value of furnishings, equipment and trade fixt�ires installed in the Premises at Tenant's expense and which Tenant is entitled pursuant to this Lease to remove at the expiration or earlier termination of the Term, provided that such claim shall in no way diminish the award, damages or compensation payable to or recoverable by Landlord in connection with such condemnation. (e) If the physical use or occupancy of all or any part of the Premises shall be temporarily taken by condemnation or physical occupancy is temporarily taken for any public or quasi-public use or purpose during the Term of this Lease, Tenant shall be entitled, except as hereinafter set forth, to receive that portion of the award or payment for such taking which represents compensation for the use and occupancy of the Premises, for the taking of Tenant's Property and for moving expenses, and Landlord shall be entitled to receive that portion which represents reirnbursement for the cost of restoration of the Premises. This Lease shall be and remain unaffected by such taking and Tenant shall continue to be responsible for all of its obligations hereunder insofar as such obligations are not affected hy such taking and shall continue to pay in full the Basic Rent and Additional Rent when due. If the period of temporary use or occtipancy shall extend beyond the expiration date of this Lease,that part of the award which represents compensation for the use and occupancy of the Premises(or a part thereof)shall be divided between Landlord and Tenant so that Tenant shall receive so much thereof as represents the period tip to and including such expiration date and Landlord shall receive so much thereof as represents the period aFter such expiration date. All monies paid as, or as part of�,an award for temporary use and occupancy for a period beyond the date to which the Basic Rent and Additional Rent have beeil paid shall be received, held and applied by Landlord as a trust fund for payment of the Basic Rent and Additional Rent becoming due hereunder. 4 i► �F��tn;�;�,e�_�� ARTICLE XVI ASS[GNMENT, SUBLF.TTING, ETC. Section ]6.1 Restriction on Transfer. Except as otherwise expressly permitted under this Article XVI, Tenant shal] not sublet the Premises, or any portion thereof, nor assign, mortgage, pledge, transfer or otherwise encumber or dispose of this Lease,or any interest therein by operation of law or otherwise,or in any manner assign,mortgage, pledge, transfer or otherwise encumber or dispose of its interest or estate in the Premises,or any portion thereof,without obtaining Landlord's prior written consent in each and every insta��ce, which consent, with respect to any assignment of this Lease or sublease, shall not be unreasonably withheld or delayed (it being understood that with respect to any mortgage, pledge, or other transfer, encumbrance or disposition of this Lease or any interest therein, Landlord may withhold or delay its consent in its sole and absolute discretion), provided the following conditions are complied with: (a) Any assignment of this Lease shall transfer to the assignee all of Tenant's right, title and interest in this Lease and all of Tenant's estate or interest in the Premises. (b) the assignee shall have a net worth,determined in accordance with generally accepted accounting principles,consistently applied,after giving effect to such assignment, equal to or greater than Tenant's net worth, as so determined,on the Commencement Date or immediately prior to the date of the assignment, w�hichever is greater. (c) At the time of any assignment or subletting, and at the time when Tenant requests Landlord's written consent thereto, this Lease must be in full force and effect, without any breach or default thereunder on the part of Tenant. (d) Any such assignee shall assume,by written, recordable instrument, in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereo£ A copy of the assignment and assumption agreement, both in form and content satisfactory to Landlord, fully executed and acknowledged by assignee, together with a certified copy of a properly executed corporate resolution (if the assignee be a coiporation) authorizing the execution and delivery of such assumption agreement, shall be sent to Landlord ten da_ys prior to the effective date of such assignment. (e) In the case of a subietting, a copy of aily sublease fully executed and acknowledged by Tenant and the sublessee shall be delivered to Landlord thirty (30) days prior to the effective date of such subletting, which sublease shall be in form and content acceptable to Landlord. (� Such assignment or subletting shall be subject to all the provisions, terms, covenants and conditions of this Lease, and Tenant-assignor (and Guarantor) and the assignee or assignees shall continue to be and remain liable under this Lease, as it may be amended from time to time, without notice to any assignor of Tenant's interest or to Guarantor, unless otherwise agreed by Landlord in writing. �] i��sbsu�y� ;� (g) �:ach sublease shall contain pro�-i�ion� to the effect that(ij such sublease is only for actual use and occupancy by the sublessee; 1ii) such sublease is subject and subordinate to all of the terms. covenants and conditions of this Lease and to all of the rights of Landlord thereunder; and (iii) in the event this Lease shall tenninate before the expiration of such sublease, the sublessee shal( automatically terminate unless Landlord elects, at L:andlord's option, to require the sublessee to attorn to Landlord and waive any rights the sublessee may ha��e to teiminate the sublease or to surrender possession thereunder, as a result of the termination ofthis Lease. (h) Tenant agrees to pay on hehalf of Landlord any and all costs of Landlord, including reasonable attorneys' fees paid or payable to outside counsel, occasioned by such assignment or subletting,provided Landlord agrees such amounts shall be capped at$3,500 per each assignment or subletting or (if separate notices or requests are made with respect to an assignment or subletting) each notice of or request for assignment or subletting. Any assignment, mortgage, pledge, hypothecation, transfer or sublettin� not expressly pei-mitted in or consented to by Landlord under this Article XVI shall be void, ab initio; shall be of no force and effect: and shall confer no rights on or in favor of third parties. In addition, Landlord shall be entitled to seek specific performance of or other equitable relief with respect to the pro��isions hereof. An assignTnent requiring Landlord's consent, except as expressly perntitted strictly in accordance with the terms and conditions of Section 16.2 below, shall include a sale or other transfer (by one � or more transfers) of any of the following: the votin� stock, partnership interests, meinbership or other equity interests in Tenant (or any other mechanism such as the is,uance of additional stock or the creation of additional partnership or membership interests) which results in a change of control of Tenant or a sale or other transfer (in one or more transfers) of fifty percent (50°/„) or more of the assets of Tenant, as if such transfer were an assignment of this l,ease. Notwithstanding the foregoing, ifequity interests in Tenant at any time are or become traded on a national securities exchange (as defined in the Securities Exchange Act of 1934), the transfer of equity interests in Cenant on a national securities exchange shall not be deemed an assignment within the meaning of this Article; provided, however, that if Tenant is a corporation the outstanding stock of which is listed on a national securities exchange, then any private purchase or buyout of stock shall be deemed a Transfer under this Ar-ticle XV I. Section 16.2 Permitted Transfers. �lotwithstanding anything herein ti� the contrary, 1�enant may assign this Lcase or sublet all or any portion of the Preinises, without Landlord's consent but upon tifteen (15) days advance notice to Landlord, to (i) any entity which controls, is controlled by or is under common control with Tenant or"I'enant's parent cumpany, (ii) any entity which merges or consolidates with Tenant or "l enant's parent company or which results from a merger, consolidation or other business c•eor�anization of"l,enant or"I enant's parent cornpany, (iii) any entity which purchases all or substantially all of Tenant or Tenant's parent company's stock, meinbership interests or assets or (iv) an assi�nment or subletting of this Lease under which T enant-assignor (and Guarantor) and the assignee or assignees shall continue to be and remain jointly and severally liable under this Lease in accordance with all of the t�ims and conditions of this Lease (incluciin� without limitation insurance pru��isions), as it may be amended from ti�ne t� time, with no notiee being required frot� Landl:�rd tc� any assi�nor uf �I��;nant's interest or t�� n.xr,jnh9; �- Guarantor (each a "Permitted Transfer"), provided that (a) such transaction is for a legitimate business purpose and not for the purpose of circumventing the restrictions on assignment and subleasing set forth in this Lease, (b) Tenant delivers to Landlord, at the time of Tenant's notice, current financial statements of Tenant and the proposed transferee that are reasonably acceptable to Landlord, (c) the transferee assumes and agrees in a writing delivered to and reasonably acceptable to Landlord to perfonn Tenant's obligations under this Lease and to observe all terms and conditions of this Lease and(d)the transferee shall have a net worth,determined in accordance with generally accepted accounting principles, consistently applied, after giving effect to such assignment, equal to or greater than Tenant's (oc•any guarantor's) net worth, as so determined, on the Coin�nencement Date or immediately prior to the date of the transfer, whichever is greater. Section 16.3 Restriction Fram Further Assignment; Acceptance of Rent. (a) Notwithstanding a�rything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Pre�nises, or any portion thereof, or to any assigninent of this Lease or of Tenant's i�lterest or estate in the Premises, no sublessee shall assign its sublease nor further sublease the Pre�nises, or any portion thereof, and no assignee shall further assign its interest in this Lease or its interest or estate in the Preinises, or any portion thereof, nor sublease the Prernises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent shall not be unreasonably withheld or unduly delayed. No assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease contained. (b) tf this Lease is assigned, or if the Premises or any part thereof is sublet or occupied by anyone other than Tenant, whether or not in violation of the terms and conditions of the Lease, Landlord may, at any time and from time to time, collect rent and other charges from the transferee, and apply the net amount collected to the rent and other charges herein reserved, but no such collection of rent shall be deemed a waiver of this covenant, or the acceptance of the transferee as a tenant or a release of Tenant froin the further performance of covenants on the pa�-t of Tenant to be perfonned hereunder. Any consent by Landlord to a particular assignment or sublease or other act for which Landlord's consent is required under this Article XVI shall not in any way diminish the prohibition stated in this Article XVI as to any further assigninent or sublease or other act or the continuing liability of the original named Tenant. No Transfer hereunder shall relieve Tenant from its obligations hereunder, and Tenant shall remain fully and primarily liable therefor. Section 16.4 Landlord's Tennination Ri�hts. Notwithstanding anything contained in this Lease to the contrary, and except with respect to a Pennitted Transfer, should Tenant desire to assign this Lease, or its interest or estate in the Premises,or sublet the entire Premises, it shall give written notice of its intention to do so to Landlord thirty (30) days or more before the effective date of such proposed assigmnent or subletting and Landlord �nay, at any time within thirty (30) days after the receipt of such notice from Tenant, cancel this Lease by giving Tenant written notice of its intention to do so, in which event such cancellation shall become effective upon the date specified by Landlord,but not less than one hundred eighty (180) days after its receipt by Tenant, with the same force and effect as if said cancellation date were the date originally set f'orth as the expiration date of the Initial Tenn of this Lease, or any extension or renewal thereof. Landlord =13 �niK��s�i�,�� may enter into a direct lease with the proposed sublessee of assignee or with any other persons as Landlord may desire without obligation or liability to Tenant or its assignees or sublessees or their respective successors, assigns, agents ar brokers. Section 16.5 Excess P�ments. If Tenant assigns this Lease or sublets the Premises or any portion thereof. Tenant shall pay to Landlord as Additional Rent fifty percent (50%) of the amount, if any, by which ( any and all compensation received by Tenant as a result of such Transfer, net only of reasonable costs of transfer consisting of brokerage, legal and tenant improvement costs paid by Tenant, exceeds ( in the case of an assigrunent, the Basic Rent and Additional Rent under this Lease, and in the case of a subletting, the portion of the Basic Rent and Additional Rent allocable to the portion of the Premises subject to such subletting. Such payments shall be made on the date the corresponding payments under this Lease are due. Notwithstanding the foregoing, the provisions of this Section shall impose no obligation on Landlord to consent to an assignment of this Lease or a subletting of all or a portion of the Premises. Section 16.6 Tenant's Failure to Comply. Tenant's failure to comply with all of the foregoing provisions and conditions of this Article XVI shall (whether or not Landlord's consent is required under this Article), at Landlord's option,render any purported assignment or subletting null and void and of no force and effect. ARTICLE XV1I StiBORDINATION, NONDISTURBANCE, NOTICE TO MORTGAGEE AND ATTORNNIENT Section 17.1 Subordination by Tenant. This Lease and all rights of Tenant therein, and all interest or estate of Tenant in the Premises, or any portion thereof, is and shall be subject and subordinate to all encumbrances of record, to any ground lease of the Ground Lease Premises (including without limitation the Ground Lease), and all renewals, extensions, modifications and replaceinents thereof, and to all deeds of trust, mortgages, and other security instruments which may now or hereafter affect the Ground Lease Premises and/or any of such leases, whether or not such mortgages shall also cover other lands andlor buildings and�or leases, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and all consolidations of such mortgages. Any lease to which this Lease is, at the time referred to, subject and subordinate, including �vithout limitation, the Ground Lease, is herein called "Superior Lease" and the lessor of a Superior Lease or its successor in interest at the time referred to, is herein called "Superior Lessor"; and any mortgage to which this lease is, at the time referred to, subject and subordinate, is herein called "Superior 1Vlortgage" and the holder of a Superior Mortgage, or its successor in interest at the time referred to, is herein called "Superior Nlortgagee." Any Superior Lease shall supersede and control over any contradicting provisions of this Lease. Tenant shall comply with all the terms and conditions of any Superior Lease, as and to the extent the same are applicable to Tenant subject to the provisions of Section 4.4. In confirmation of such subordination,Tenant shall promptly execute, acknowledge and deliver any instniment that Landlord, the lessor under a�Zy such lease or the holder of any such mortgage or any of their respective successors in interest may reasonably request to evidence such subordination. lf any Superior Lessor or Superior Mortgagee or the nolninee or designee of any Superior Lessor or Superior Mortgagee shall succeed to the rights of Landlord under this Lease, whether through po�ssession or foreclosure action or delivery 44 I��18ti506�)� 1� of a new lease or deed, ��r otherwise, then at thc� rec{ue�t ��f 5uch party so succeedin�tu Landlord'� rights (herein called "Suceessor Landlord�') and upon such Suc.c.essor i,andlord's written agreement to accept Tenant's attornment, Tenant shall attorn to and recognire such Successor Landlord as Tenant's landlord under this Lease and shall proinptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon sueh attornmtnt, this Lease shall continue in full force and effect as a direct lease between the S�uccessor Landlord and T'enant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the Successor Landlord (unless fon�nerly the lanctlord under this Lease or its nominee or designee) shall not be(i}liable.in an�� way to Tenant for any act or omission,neglect or default on the part of Landlord under this Lease, (ii} responsible for any monies owing by or on deposit with Landlord to tlie credit of Tenant, (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlurd. (i�) bound by any inodification of this Lease subsequent to such Superior Lease or Superior Mortgage, or by any pcevious prepayment of fixed rent for more than one(t) month, w�hich was not approved in writing by the Superior Lessor or the Superior 1�-Zort�agee thereto, (��} liable to the Tenant beyond the Successor I.andlord's interest in the Building, (vi) responsible for the performance of any work to be done by the Landlord under thi; Lease to render the f'remises ready for occupancy by the Tenant, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims by, throu�h or under the Successor Landlord. Section 17.2 Landlord's Default. In the event of any act or omission of Landlord constituting a default by Landlord, Tenant shall n�t exercise any re�nedy until Tenant has given Landlord prior written notice of such act or omission and until a 30-day period of time to allow L.andlord or the mortgagee to remedy such act or omission shall have elapsed following the givin� of such notice; provided, however, if such act or omission cannot, with due dilige�lce and in good faith,be remedied within such 30-day period,the Lvldlord andlor mortgagee shall be allowed such h.►rther period of titne as may be reasonably necessary provided that Landlord or such mortga�ee shall have commenced remedying the same with due diligence and in �ood faith within said 30- day period and Tenant's ability to use and occupy the Premises for the conduct of Tenant's business is not adversely affected. In the event Landlord's act or omission which constitutes a Landlord's default hereunder results in an immediate threat of bodily har�n to Tenant's employees, agents or invitees,c�r daaY�ag�to Tenant's property Tenant may proceed to cure the default without prior notice to Landlor-c� provided, however, in that event Tenant shall give written notice to Landlord as soon as possible after commence�nent of such cure. Nothing herein contained shall be construed or interpreted as reyuiring any mortgabee to remedy such act or amission. Section 17.3 Attnrn�nent. If any mortgagee �hall succeed to the rights of Landlord under this Lease or to ownership of the Premises, whether through possession or foreclosure or the delivery of a deed to the Premises, Building or L,and, then, at the option �f and upon the written request of such mortgagee so succeeding to Landlord's rights hereunder,Tenant shall attorn to and recognize such mortgagee as Tenant's landlord under this Lease. and shall promptly execute and deliver any instrument that such mortgagee may reasonably request to e��idence such attornment (whether before or after making of the mortgage). Cn the event of any other transfer�f Landlord's interest hereunder, u��n the w•ritten request of the transferee and Landlord, Tenant 5ha11 attorn to and recognize such transferee as Tenant's landlc�rd undcr this Lease and shall promptly execute and deliver any instrtiment that such transfei�ee at,d Landlord may reascmably request to e�iden�e such attornment. 4ti i,,i�h;��,�;- i, ARTICLE XVIII SIGNS Section 18.1 Tenant's Si�. Except as provided below, Tenant shall not display any sign, braphics, notice, picture, or poster, or any advertising matter whatsoever, anywhere in or about the Premises or the Building at places visible from anyw�here outside of or at the entrance to the Building without first obtaining Landlord's written consent thereto,which Landlord may grailt or withhold in its sole discretion. All signage, including interior and exterior signage, shall be at Tenant's sole expense, and subject to compliance with all applicable laws. "Cenant shall be responsible to inaintain any permitted signs and remove the same at Lease termination. In addition, upon the expiration or earlier tennination of this Lease, all exterior signs identifying Tenant shall be removed by Tenant at TenaYlt's sole expense, and the affected portions of the Building shall be restored by Tenant to substantially the same condition they were in prior to Tenant's installation of such signs. If Tenant shall fail to �naintain or remove its signs, as aforesaid, Landlord may do �n at Tenant'� c',n�t TPn�nt sh�il he respnncihlP tn [_:an�ilnrr_l fnr any dam�ge r..ause�l hy thP installation,use,maintenance or reinoval of any such signs. Notwithstanding the foregoing,Tenant may install signage in the interior of the Building which is not visible from anywhere outside of or at the entrance to the Building subject to applicable legal requirements and to Landlord's approval which shall not be unreasonably withheld. ARTICLE XIX REPORTS BY TENAti'T Section 19.1 Annual Statements. Within ten (10) days follow�ing the written request of Landlord, Tenant shall submit to Landlord financial statements for its most recent financial reporting period and for the prior Lease Year. Landlord shall make such request no more than twice during any Lease Year, unless such request is being made in connection with an uncured default by Tenant or in connection with a prospective sale, financing or refinancing of the Building, in any of which event there shall be no such limitation on Landlord's ability to request, and Tenant's obligation to deliver, Tenant's financial statements. All such financial statements shall be certified as true and correct by the responsible officer or partner of Tenant and if Tenant is then in default hereunder, the financial statements shall be certified by an independent certified public accountant. Notwithstanding the foregoing, for so long as the Tenant hereunder is the Tenant originally named under this Lease and its audited financial stateinents are publicly available (i) Tenant shall not be required to subrnit its financial statements in accordance with this Article XIX, (ii) Tenant shall have no obligation to cause its finaneial statements to be certified by an officer or partner of Tenant or an independent certified public accountant, and (iii) such publicly available financial statements shall in the form and substance ordinarily maintained by Tenant in the ordinary course of Tenant's business. ARTICLE XX CHANGES A�ID ALTERATIONS Section 20.1 Tenant's Chan�es and Alterations. Tenant shall not make any alteration, addition,improvement and/or renovation to the Building or Premises desired to be made by Tenant or requircd hereunder to be made by Tenant, whether in preparation for the initial occupancy of 4h Iblgi;<Oh9', 1? the Yremises by Tenant or at any time thereafter during the Tei-�n (any such alteration, addition, improvement and/or renovation, an '`Alteration") that (a) affects the Building's exterior, roof, structural elements or a�1y Building systems, (b) affects the Green Suilding Standards (or Green Certification) of the Premises ar the Building or any other Improvements at the Ground Lease Preinises, or (c) costs more than Fifty Thousand and OOi100 ($50,000.00) (the "Alterations Threshold"}, without on each occasion obtaining the prior written consent of Landlord, which consent shalt be granted or withheld in Landlord's sale discretion, except that Landlord's consent to non-stnictural Alterations that cost less than the Alterations Threshold shall not be unreasonably withheld, conditioned or delayed. Tenant shall notify Landlord in writing not less than ten (10) days prior to commencing any Alterations to the Premises which have been approved by Landlord so that I.andlord shall have the right to record and post notices of non-responsibility on the Premises. All Alterations shall become part of and remain upon the Premises upon expiration or earlier tennination of this Lease, unless Landlord specifies the same for removal at the time Landlord grants approval of the Alterations or,with respect to Alterations not requiring Landlord's consent, 3t any time prior to the expiration date. Tenant mny, at the time Tenant submits a reque:,t for Landlord's approval for any Alterations or at the time Tenant notities Landlord of the Tenant's intention to perform any Alterations that do not require Landlord's consent under this Article XX, request in a separate written notice delivered to I,andlord that Landlord specify whether Tenant will be required to remove such Alterations at the end of the Tenn and Landlord agrees to notify `I'enant within ten (10) business days after receipt of such request (or notice, as applicable) if Landlord will require"l�enant to remove such Alterations at the end of the`I erm. Notwithstanding the foregoing, all articles of personal property and all business fixtures, machinery and equipment and furniture owned or installed by Tenant (or any Tenant Parties) ("Tenant's Property") shall remain the property of Tenant and shall be removed by Tenant at the expiration or earlier termination of this Lease, and Tenant, at its expense, shall repair any damage to the Premises caused by such removal. Before any Alteration is commenced,Tenant shall(i)secure all necessary licenses, permits and approvals required from any applicable governmental authorities required by applicable I.aws for the Alterations and furnish copies thereof to the Landlord; (ii) deliver to Landlord for its review and approval a copy of the plans and specifications for the Alterations and a statement of the names of all its proposed contractors and the estimated cost of all labor and materials to be fumished by them; and (iii) carry or cause each contractor to carry the following insurance: (a) Worker's compensation and occupational disease insurance with �tatutory limits; (b) Employer's liability insurance with a limit of�500,000; (c) Commercial general liability insurance, including personal injury and property damage, in the amount of a combined single limit of not less than $1 million each occurrence, $5 million in the aggregate. Coverage must also include independent contractors and contractual liability coverage. Landlord and any mortgagee af Landlord of which Tenant has notice shall be named as additional insureds with respect to a�iy claim made w�ith respect to the Premises; 47 :c>i so>ob<,- ;, All such insurance shall be wntten with companies approved by Landlord (which approval shall not be unreasonably �vithheld). Tenant shall deliver to Landlord certificates of all such insurance prior to the commencement of such work. Tenant shall be responsible for and shall reimburse Landlord, as Additional Rent, for all liability, damage, penalties or jud�nents in, from and against any claims, actions, proceedings and expenses and costs in connection with any Alterations, including reasonable attorneys' fees arising out of or resulting from any Alterations. Tenant agrees to pay promptly when due the entire cost of any�vork done on the Premises by Tenant, its agents, employees or independent contractors and not to cause or permit any liens for labor or materials perfonned or furnished in connection therewith to attach to the Premises. Landlord's consent to any Alterations shall not be deemed to be an agreement or consent by Landlord to subject Landlord's interest in the Premises to any lien which may be tiled in respect of any such Alterations made by ar on behalf of Tenant. If any lien is filed against the Premises or any portion thereof or interest therein for work claimed to have been done for, or matcrials claimcd to have been furnished ta Tei�ant, such lieil shall l�e ili�char�cil Uy Tei�aiit within thirty(30) days after the earlier of the time that Tenant receives notice or otherwise obtains actual knowledge of such lien, at Tenant's sole cost and expense, by the pa}nnent thereof or by filing any bond required by law. Tenant shall notify Landlord promptly of the attaehment of any lien against all ar any portion of the Premises or Tenant's interest therein of which Tenant has knowledge. If Tenant shall fail to discharge any such lien, Landlord may, at its option, discharge the same and treat the cost thereof as Additional Rent payable with the monthly installment of rent next becoming due; it being hereby expressly covenanted and agreed that such discharge by Landlord shall not be deemed to waive or release the default of Tenant in not discharging the same. Within forty-five (45) days after completion of any Alterations, Tenant shall provide"as- built" plans and specifications for such Alterations to Landlord. Landlord may designate specific contractars or specific standards the Tenant shall be required to use with respect to work that may affect the base Building ar the base Building systems and; if required by applicable Law, may require Tenant to include a plan for tracking and reducing embodied carbon in any Alterations project. All Alterations which Landlord has desibnated for removal by Tenant pursuant to this Section 20.1 shall be removed by Tenant and Tenant shall repair all damage caused by such removal. ARTICLE XXI MISCELL.ANEOUS PROVISIONS Section 21.1 E.ntry bv Landlord. Tenant agrees to permit Landlord and authorized representatives of Landlord to enter upon the Preinises at all reasonable times during ordinary business hours of Tenant for the purpose of inspecting the same and making any necessary repairs to comply with any laws, ordinances, rules,regulations or requirements of any public body,or the Board of Fire Underwriters, or any similar body, provided that I,andlord provides Tenant with at least 48 hours' notice thereof(except in the event of an emergency threatening injury to persons or material damage to property, in which event no prior notice shall be required but Landlord shall atteinpt to provide notice simultaneously with such entry by phone call to one of the following Police Team members: PET II Andrea Naranjo 786-879-2177 48 i�,I��5Si�6��, i� PET ll Staci VVright i�4-246-?3?9 Sgt. O�zie Ramos 305-322-417� Sgt. Alex Bello 305-342-1738 Lt. Michael Gearge 305-773-6981 and 1'enant shall have the right to change the name and phone number ot such emergency contact(s) upon written notice to Landlord). F,xcept in the event of an emergency, Tenant shall have the right to cause a representative of Tenant to escort Landlord or its representatives in connection with such entry, provided Tenant makes such representative available at the time of such entry. Landlord shall use reasonable efforts to minimiLe any unreasonable interference with Tenant's business operations and shall be accompanied by a designated representative of Tenant if Tenant shall have inade such representative available. Landlord rnay, during the progress of any work, keep and stoxe. upon the Premises all necessary and reasonable inaterials, tools and equipment. Landlord shall not in any event be liable for inconvenience, annoyance, disturbance, ln�� nf hu�iness or other dainage to Tenant by reas�n of making repairs or the perfonnance of any work in or about the Premises, or on accc�unt of bringing material, supplies and equipment into, upon or through the Premises during the course thereof, and the obligations of Tenant under this Lease shall not be thereby affected in any manner whatsoever, provided Landlord shall use reasonable efforts to minimize any uiu-easonabl� interference with Tenant's business operations. Section 21.2 Exhibition of Premises. Landlord is hereby given the right during usual business hours of Tenant and upon not less than two (2) days prior notice to enter upon the Premises and to exhibit the same for the purpose of mortgaging ar selling the same and provided that Tenant may reyuire that such persons accessing the Preinises be accompanied by a designated representative of Tenant. During the final year of the tenn, Landlord shall be entitled to display on the Premises, in such �nanner as to not unreasonably interfere with Tenant's business, a sign indicating that the Premises are for rent or sale and suitably identifying Landlord or its agent. Tenant agrees that such sign may remain unmi�lested upon the Premise� and that Landlord may exhibit said premises to prospective tenants during said period. Section 21.3 Indemnification b �Y Tenant. To the maximum extent permitted by law. I'enant shall indemnify, defend and save harmless Landlord and the Landlord Parties(as hereafter defined) for all claims, lo�ses, costs, obligations, damages, liabilities, penalties, actions and expenses of whatever nature (collectively referred to as "Losses'') incurred by Landlord or Landlord's managing abent, all Superior Lessors dnd Superior Mortgagees and their respective partners. ineinbers. shareholders. subsidiaries, ofticers. direciors. agents, and employees ("Landlord Parties") arising froin or in connection with (i) any accident, injury or damage whatsoever to any person, or ta the property of any person, occurring in, at or upon the Premises (except to the extent caused by Landlord's negligence or willful misconduct or the negligence or willful misconduct of any Landlord Parties or contractors);(ii) the use of the Premises or operation of any business therein, �r any work or thing whatsoever done, or any condition created (other than by Landlord, I.,andlord Parties or contractors)in or about the Premises; and �iii) any negligent or allegedly negligent act or omission of Tenant or any of TenanY s agents, einployees, subtenants, licensees,vendors, cuntractors or invitees or any other party claiming by, through,or under Tenant (each a "Tenant Party", and collecti�ely, the '�Tenant Parties"); together w•ith all reasonable costs, expenses and liabilities incurred in or in coilnection with each such claim or action or proceeding hrought thereon, including, without limitation, all reasonable attorneys fees and 49 i�,�xh;��,.�, i; �xpenses. Tenant's obli�ations under this Section 2]3 shall apply to any Losses arising from the earlier of(A) the date on which any Tenant Party first enters the Premises fi�r any reason or (B) the Commenceinent Date, anci thereafter throughout the Term, and after the end of the Tenn for so long as Tenant or anyone acting by, through or under Tenant is in occupancy of the Premises or any portion thereof. ln case any action or proceeding shall be brought against Landlord and/or any Superior Lessor or Superior Vlortgagee and!or its or their members, partners, directors. officers, principals, shareholders, agents andior employees by reason of any such claim related to covered Losses, Tenant, upon notice frum Landlord or such Superior Lessor or Superiur Mortgagee, shall resist anci defend such action or proceeding(using its City Attorneys or any other outside counsel used in its noi-mal practices pro��ided Landlord or such Superior Lessor or Superior Mortgagee reasvnably approves such outside counsel), provided, however, the Landlord Parties shall not be bound by any� compromise or settlement of any such claiin, action or proceeding without the prior written consent of such L,andlord Parties. However, in no event shall Tenant be liable under its ind�mnification obligations in this Section 21.3 ('`Indemnification by Tenanf') or any othcr provision under tl�is Lease in an ainount greater than that pennitted by rlorida Statutes Section 768.28 as amended from time to time, or, with respect to claims covered by the liability insurance policies required to be maintained by Tenant hereunder, an amount greater than is actually paid by Tenant's insurer under Tenant's liability insurance policy (including without limitation under the Additional Liability Rider attached hereto as Exhibit I) provided that Tenant can-ies the insurance required under this Lease or self-insures such a�nount in acc;ordance with the provisions of Section 7.1(�). The terms of this Section 21.3 shall survive the expiration or earlier termination of this Lease. Section ?1.4 Notices. All notices, demands and requests which may be or are required to he given, demanded or requested by either party to the other shall be in ��nting. All notices. demands and requests shall be sent by United States registered or certified mail, postage prepaid or by an independent o�ernight courier ser�ice, in-email notice, addressed as follows: If intended for Landlord, addressed to Landl��rd at the address set forth in Article I of this Lease(or to such othcr address or addresses as may trom time to timc hercaftcr be designated by Landlord by like notice). If intended for Z'enant, addressed to Tenant at the address set forth in �rticle I of this I..ease except that from and after the Commenceinent Date the address of Tenant shall be the Prernises (or to such other address or addresses as may from time to time hc,�rcafter be designated by Tenant by like noticej. All such notice� shall be effective three(31 business days after the date of deposit in the linited States Mail or on the next Business Day following deposit with a nationally recognizeci courier service, but notice by email shall be deemed effective on the day when it is sent if such email notice is sent prior to �:00 p.m. in the time zone in which the Preinises is located and, if sent after 5:00 p.m. then such notice shall be de.e�ned effective upon the earlier of acknowledgment uf receipt or 8:00 a.m. the n�.xt business day. Section �2l .5 Quiet Enjo�. This L.ease is subject and subordinate to all matters ot� record. Landlord agi•ees tllat, upon Tenant's pati in� the aruival Basic Rent, Additional Rent and othcr charges herein reservzd, and performing and observing the cov�nants, cunditions and agreements herei�f upon the part of Tenant to be perfacmed and obser�ed. Tenant shall and may peaceably hold and enjoy the Premises during the T erm of this Lease (exclusive of any neriod �� I o I>�.oi��n�- i- during which Tenant is holding over after the expiration or termination of this Lease without the consent of Landlord), without intei7uption or disturbance froin Landlord or persons claiming through or under Landlord, subject, hc�wever, to the tenns of this Lease. This covenant shall be construed as running with the land to and against subsequent owners and successors in interest, and is not, nor shall it operate or be construed as, a personal covenant of Landlord, except to the extent of the Landlord's interest in the Premises, and this covenant and any and all other covenants of Landlord contained in this Lease shall be binding upon Landlord and upon such subsec�uent owners or successars in interest of Landlord's interest under this Lease,including ground or master lessees, to the extent of their respective interests, as and when they shall acquire same and then only for so long as they shall retain such interest. Section 21.6 Landlord's Continuin� Obligations. In the event uf the transfer and assignment by Landlord of its interest in this Lease other than for collateral purposes,the transferee shall be deemed to have assumed all of Landlord's obligations under this Lease and Landlord shall thereby be relea�ed fr�m any fi�rther nhli�atinns herennrlPr; an�l Ten2nt fl�rPPs tn )n�k �nlely tn such successor in interest of Landlord for perfoi-mance of such obligations. Any security given by Tenant to secure perfor�nance of Tenant's obligations hereunder may be assigned and transferred by Lancllord to such successor in interest, and Landlord shall thereby be discharged of any further obligation relating thereto. All obligations of Landlord hereunder will be construed as covenants and not conditions; and all such obligations will be binding upon Landlord only during the period of its ownership of the Premises and not thereafter. The teim"Landlord"shall mean only the owner from tiine to time of the Premises, and in the event of the transfer by such o�vner of its interest in the Premises, such owner shall thereupon be released and discharged from all covenants and obligations of Landlord hereunder as provided above. Section 21.7 Confidentialitv. In connection with the performance of each party's duties and obligations under this Lease, such party will obtain data, reports, documents, agreements and records provided by the other party that are not available to the general public (collectively, "Confidential Information"}. Without limiting the foregoing, "Confidential Information"means any infonnation, whether or not reduced to writing, data, and other materials, including, without limitation, any such infoi7nation heretofore or hereafter developed by either party, but '`Confidential Infoi•mation" of a party shall not mean any information, data or other material that: (a) is or becomes generally available to the public other than as a result of communication ar disclosure by the other party; (b) is disclosed to the other party on a non-confidential basis by a third party that is not prohibited from disclosing such information by any contractual, legal or fiduciary obligation; (c) at the time of disclosure was available on a non-confidential basis from a source other thail the first party, provided that source is not and was not bound by a confidentiality agreement with the first party; {d) any document or information which is subject to disclosure pursuant to public records laws including, Chapter 119, Florida Statutes; or(e) was known by the other party, without vialating any of its obligations under this Section 21.7, prior to receiving the Confidential Information. Any information which the disclosing party considers confidential shall be conspicuously marked"Confidential"prior to disclosing to the receiving party. Each party shall at all times hold in strict confidence the Confidential Information oFthe other party, safeguard any Confidential information of the other party from falling into the hands of any unauthorized person, and preserve the confidentiality� of the Confidential Infonnation of the other party. Confidential Inf'or►nation of a party may be communicated or disclosed only to that limited number of the other party's employees, a�ents or consultants who need to kuow such infonnation. In the event that a 51 ir.•�sosu�� party is required by applicable law to di�close any of the Confidential Information of the other party, such tirst party shall use commercially reasonable efforts to notify the other party promptly in writing of such requirement so that the other party, at its own expense, rnay seek a protective order or other applicable remedy. In the event that no such protective order or other remedy is obtained, or the other party waives compliance with the tenns of this Section 21.7, the first party will furnish that portion of the Confidential Information which is legally required.Notwithstanding anything in this Section 21.7 to the contrary, a party may, upon written notice to the other party, disclose the Confidential Information if, in the written opinion of the first party's legal counsel, such disclosure is required by federal securities laws. Notwithstanding anything in this Section 21.7 to the contraiy or in any other portion of this Lease, but subject to the following terms regarding Trade Secret iVlaterials, unless an applicable exemption exists pursuant to Chapter ll 9, Florida Statutes, any document or information, regardless of physical fonn, created pursuant to this Lease in connection with the transaction of the Tenant's official business, shall not be considered Confidential Infoimation/trade secreT infonnation including, without liinitation, this Lease, invoices received or p�id by Ten�nt pursuant to thi; i�ea�e, and �vritton cominunication� between the Landlord and Tenant. Notwithstanding the foregoing, Tenant acknowledges that Landlord may from time to time submit materials that Landlord considers to contain trade secrets ("Trade Secret Materials")inaking such materials exempt from the disclosure otherwise required pursuant to Chapter 1 19, Florida Statutes and Article I, Section 24 of the Florida Constitution. To claim trade secret protection for the Trade Secret 'vlaterials, Landlord shall segregate and separately label the document(s) or portions of the document(s) claimed to include trade secret infonnation with materials marked as trade secret submitted separately froin all non-trade secret material and documents produced electronically produced on separate CDs or other electronic media and clearly-labeled "Trade Secret" on the physical media (if applicable) as wel] in the subject line of the electronic communication and/or title of the electronic folder or file. Landlord shall also include with such Trade Secret Materials a detailed explanation as to why the information at issue constitutes a trade secret in accordance with the definition set forth in Section 688.002(4), Florida Statutes. If Landlord properly complies with the requirements outlined,above, and the Tenant subsequently receives a public records request for a document, information or other inatet-ials in the Tenant's possession that is marked as a trade secret, the Tenant shall promptly provide written notice to Landlord ("Public Records Request Notice") and provide Landlord a "Trade Secret Affidavit" in the form attached as Exhibit J for completion by Landlord. Upon receipt of the Trade Secret Affidavit by Tenant, the Tenant w�ill provide the requestor with a copy of the Landlord's sworn affidavit. Landlord shall have a period of ten(10}calendar days following receipt of the Public Records Request Notice to submit the Trade Secret Affidavit to Tenant and thirty (30) calendar days following receipt of the Public Records Request Notice to file an action w-ith a court of competent jurisdiction seekina a protective order. If Landlord subinits such affidavit within such ten (10) calendar day period and files such an action within sueh thirty (30) calendar day period,the Tenant will not release the documents at issue pending the outcome of the legal action. The failure to submit a Trade Secret Affidavit to Tenant within such ten(10) calendar day period and to file an action within such thirty(30) calendar day period constitutes a waiver of any claiin of trade secret protection, and the Landlord will release the document as requested. Section ?1.8 Estoppel. Tenant shall, without charge at any tiine and from time to time, within fifteen (15) days after written request by Landlord, certify by written instrument, duly executed, acknowledged and delivered tu any mongagee, assignee of a mortgagee, proposed �� !6I�`�h�O5'��7 �- mo�tgagee, or to any purchastr or proposed �urchaser, or to any oth�.r person dealing wilh Landlord or the Premiszs: (a) That this Lease (and all guaranties, if any) is unmodified and in full force and effect (or, if there have been modifications, that the same is in full force and effect, as modified, and stating the modifications); (b) The dates to which the Basic Rent or Additional Rent have been paid in ad��ance; (c) Whether or not, to the best actual knowiedge of the party, but without further or independent inquiry, there are then existing any breaches ur defaults by such party or the other pacty known by such party under any of the covenants, conditions, provisions, tenns or a�reements of this Lease, and specifying such breach or default, if any, or any setoffs or defenses against the enforcernent of any c�venant, c�nditi�n, �rovisi�n, term ar agreement of this Lease(or of any guaranties) upon the part of Landlord or Tenant (or any guarantor), as the case may be, to be performed or complied with (and, if so, specifying the same and the steps being taken to remedy the same). Notwithstanding the foregoing, the party does not waive any default not currently known to the party, or one which arises after the date the estoppe] certificate is prepared, or the right to enforce any term, covenant or provision of the Lease with respect to any such unknown or future default; and (d) Such other statements or certificates as Lancllord, Tenant or any mortgagee may reasonably request. It is the intention oi the parties hereto that any statement delivered pursuant to this Section 21.8 may be relizcl upon by any of such parties dealing with Landlord, Tenant or the Premises. If Tenant does not deliver such statement to Landlord within such 15-day period, Landlord, and any prospective purchaser or encumbrancer of the Premises or the Building, may c�nclusively presume and rely upon the following facts: (i) that the terms and provisions of this Lease have not been chan�ed except as otherwise represented hy Landlord; (ii)that this Lease has not been cancelled or terminated and is in full force and effect, except as otherwise represented by Landlord; (iii) tha�the current ainounts of the Basic Rent are as represented by Landlord; (iv) that there have been no subleases or assignments of the Ltase: (v) that not more than one month's Ba�ic Rent or other charges have been paid in advance; and(vi) that Landlord is not in default under the Lease_ In such event, Tenant shall be estopped froin denying the truth of such facts. Section 21.9 Authoritv. Each of Landlord and Tenant hereby represents and warrants that this Lease has been duly authorized, executed and delivered by and on its hehalf and constitutes such party's valid and binding agreement in acc�>rdance with the terms hereof(subject to applicable bank►-uptcy, insolvency, reorganization, arrangement, moratorium, ft-audulent transfer and conveyance, and similar laws affecting creditors' rights generally and to general principles of zquitv). 53 :;�3r.5i1�.9' �? Section Z 1.10 Severability. If any covenant, condition, provisi�n, tenn or agreeinent of this Lease shall, to any extent, be held invalid or unenforceable, the remaining covenants, conditions, provisions, terms and agreements of this Lease shall not be affected thereby, but each covenant, condition, provision, tei7n or agreelnent of this l,ease shall be valid and in force to the fullest extent peimitted by law. Section 21.11 Successors and Assi�ns. The covenants and agreements herein contained shall bind and inure to the benefit of Landlord and its successors and assigns and Tenant and its permitted successors and assigns. Section 21.12 Captions. The caption of each article of this Lease is for convenience and reference only, and in no way defines, limits or describes the scope or intent of such article or of this Lease. Section 21.13 Relationshi� of Parties. This I,ease does not create the relationship of principal and agent, or of partnership,joint venture, or of any association or relationship between Landlord and Tenant, the sole relationship between Landlord and Tenant being that of landlord and tenant. Section 21.14 Entire Agreement. All preliminary and contemporaneous negotiations are rnerged into and incoiporated in this Lease. This Lease, together with the Exhibits attached hereto, contains the entire ac�reement between the parties and shall not be tnodified or amended in any tnanner except by an instrument in writing executed by the parties hereto. Section 21.15 No NlerQer. There shall be no merger of this Lease or the leasehold estate created by this Lease with any other estate or interest in the Premises, Building or Ground Lease Premises by reason of the fact that the same person,firm, corporation or other entity may acquire, holci or own directly or indirectly, (a) this Lease or the leasehold interest created by this Lease or any interest therein, and (b) any such other estate or interest in the Premises, Building or Land, or any portion thereof. No such merger shall occur unless and until all persons, firms, corporations or other entities having an interest (including a security interest} in (1) this Lease or the leasehold estate created thereby, and (2) any such other estate or interest in the Premises, Building or Land, or any portion thereof, shall join in a written instruinent expressly effecting such merger and shall duly record the same. Section 21.16 Possession and Use. Tenant acknowledges that the Premises, F3uilding and Ground Lease Premises are the property of Landlord and that 1'enant has only the right to possession and use thereof upon the covenants, conditions, provisions, tenns and agreements set forth in this I,ease. Section 21.17 No Surrender Durin�; Lease Term. No surrender to Landlord of this Lease or of the Premises, or any portion thereof; or any interest therein, prior to the expiration of the Tenn of this Lease shall be valid or effective tinless agreed to and accepted in writing by Landlord and consented to in writing by all contract vendors and mortgagees, and no act or omission by Landlord or any representative or agent ot� I,andlord, other than such a written acceptance by Landlord consented to by all contract vendors and the martgagees, as aforesaid, shall constitute an acceptance of any such suc-render. ;� i��a��so�m i� Section 21.1 R Surrendzr of Premises. At the expiration of thc Term of this Lease, Tenant shall surrender the Premises in the same conclition a� the same were in upon the Commenrement Date of the Tenn of this L.ease or as thereafter ir�iprovecl by Landlord �r T'enant, reasonable wear and tear, damage or loss due to casualty or condemnation, and repairs for which Landlord is obligated to perform under this Lease excepted, and shall surrender all keys to the Premises to Landlord at the place then fixed for the payment of Basic Rent and shall infonn Landlord of all combinations on loeks, safes and vaults, if any. Tenant shall at such time remove all of Tenant's Property therefrom, and all Alterations performed by or on behalf of I�enant or any of the Tenant Parties if so required by Landlord pursuant to Section 20.1 of this Lease.Notwithstanding anything to the contrary in this I,ease, Tenant shall sut�render and shall not remove at any time the dock le�elers installed at the Building, if any.Tenant shall repair any damage to the Premises caused by such removal, and any and all such property not so reinoved shall, at Landlord's option, become the exclusive property of Landlord or be disposed of by Landlord, at Tenant's cost and expense, without further notice to or demand upon Tenant. If the Premises be not sun•endered as above set forth, in addition to all othcr rights and remcdics of Landlord,Tc�lant sllall reimLursc Landlurd foi anv cost(including reasonable attorney's fees), loss or liability resulting fi�om the delay by Tenant in so surrendering ihe Premises, including, w�ithout limitation any claim made by any succeeding occupant founded on such delay. Tenant's obligation to observe or perfoz-m this covenant shall survive the expiration or other termination of this Lease. All property of Tenant not removed within thirty (30)days after the last day of the Term of this Lease shall be deemed abandoned. Tenant hereby appoints Landlord its agent to remove all abandoned property of Tenant from the Preinises upon terrnination of this Lease and to cause its transportation and storage for Tenant's benefit, all at the sole cost and risk of Tenant and Landlord shall not be liable for damage, theft, misappropriation or loss thereof and Landlord shall not be liable in any manner in respect thereto. Tenant shall pay all costs and expenses of such removal, transportation and storage. Tenant shall reiinburse Landlord upon demand for an,� expenses incurred by I.andlord with respect to reinoval or storage of abandoned property and with respect to restoring said Premises to good order, condition and repair. Section 21.19 Holding Over. In the event Tenant remains in possession of all or any portion of the Premises after expiration of this Lease, Tenant shall be deemed to be occupying the Premises as a tenant-at-sufferance(and not a tenancy at will or tenancy from month to month) and an_y such holding over shall not constitute an extension of this Lease. Tenant shall pay to Landlord during such holdover a use and occupancy charge equal to the greater of(i) the fair market rental value of the Premises and (ii) one hundred tifty percent (150%) of the annual Basic Rent payable by Tenant during the last year of the Te�7n of this Lease (without regarci to any abatement or reduction of Rent or other alternative rent actually in effect at such time), in all events, together with all Additional Rent and charges payable under this Lease (prorated on a per diem basis, for each day Tenant shall retain possession of the Premises or any part thereof after expiration or earlier termination of this Lease) and all damages sustained by Landlorc� on account thereof. In addition to any other liabilities to Landlord accruing therefrom, Tenant shall be responsible for and shall reimburse Landlord, as Additional Rent,within ten (10) days after demand therefor, tor a21 loss, costs and damages. direct and.or indirect, sustained by reasc�n of any such holding over, (including, w�ithout liinitation, claims made hy and loss of any succeeding tenant rent abatements, rent credits and other tate deliver}�remedies coinmitted to a subsequent tenazlt of all or any portion of the Premises) and f��r any da�nages ari�ing��ut of any lost opportunities (andior new leases)b_y �� !n�R55Ob97 i 7 I:andlord to re�let thc Preinis.;s (or any part thereofl arising out of such failur.;to timely surrender possession in the condition required under this Lease. All damages to Landlord by reason of such holding over by Tenant may be the subject of a separate action and need not be asserted by Landlord in any sum�nary proceedings against Tenant. In all other respects, such holding over shall be on the terms and conditions set forth in this Lease as far as applicable�but excluding any extension, expansion or rights of first offer of tenant and expressly excluding exterior signage rights, if any, of Tenant under this Lease) in the Lease. Nothing contained in this Section 21.19 shall be construed as a consent by Landlord to any holding over by Tenant, and Landlord shall have the right to iminediately terminate such holdin� over pursuant to applicable Law and the acceptance of any rent paid by Tenant pursuant to this Section 21.19 shall not preclude Landlord from immediately commencing and prosecuting a holdover or summary eviction proceeding. The provisions of this Section 21.19 shall not be deemed to limit or constitute a waiver of any other rights or reinedies of Landlord provided herein or at law. Section ?1.20 Landlord Approvals. Any approval by Landlord oi• Landlord's architects and,'or engineers of any of "I'enant's drawings, pians and specifications which are prepared irl connection with any constniction of improvenlents respecting the Preinises shall not in any� way be construed or operate to bind Landlord or to constitute a representation or warranty of Landlord as to the adequacy or sufficiency of such drawings, plans and specifications, or the iinprovements ti� which they reiate, for any reason, purpose or condition, but such approval shall merely be the consent of Landlord, as may be required hereunder, in connection with Tenant's construction of improvements relating to the Premises in accordance with such drawings,plans and specifications. Section 21.21 Survival. All obligations(together with interest or money obligations at the Maximum Rate of Interest) accruing prior to expiration of the Term of this Lease shall survive the expiration or other termination of this I.ease. Section Z 1.22 4ttornevs" Fees. If either party shall bring suit aaainst the other to enforce the terms of this Lease, the losing party shall pay to the substantially prevailing party and shall be entitled to collect the substantially prevailing party's costs and expenses, including reasonable attorneys' fees, which reasonable attorneys' fees amount may be determined by the court to bz equal to the percentage that the value of the judgrr�ent or award received by the substantially prevailing party bears to the total value of the jud��rnent or award claimed by such party. Section 21.23 Limited Liability. (a) Tenant agrees to look solely to Landlord's then equity interest in the Building and Ground Lease Premises at the time of recovery for reco��ery of any judgrrient against Landlord, and agrees that neither Landlord nor a�iy successor of Landlord, Superior Mortgagee or Superior Lessor, nor any beneficiary, trustee, inember, manager, partner, director, offiver, employee or shareholder of Landlord or such successor shall ever be personally liable for any such judgment, or for the payment of any monetary obligation to Tenant. No other asset of Landlord, and no a>set of any of Landlord`s Representatives (ar any past, present or future board member, partner, director, member, officer, trustee, einployee, agent, representative or ad��isor of any of them) or any other person or entity, shall be available to satisfy or be subject to any such jud�nent. The foregoing is not intended to, and shall not, limit any right that �I�enant might othei-w•�ise have to obtain 5�j I"�nn;,i6:r; ,, iiljunctive relief against Landlord or any successor of Landlot•d, or to take any acti�m not involving the personal liability of Landlord or any successor of Landlord to respund in inonetaiy damages from i,andlord's assets other than Landlord's equity interest in the Building and Ground Lease Premises. in furtherance of the foregoing, if Landlard fails to perform any provision of this Lease which is Landlord's obligation to perfonn, and as a consequence of such failure, Tenant shall recover a money jud�;ment against Landlord, such judgment shall be satisfied only subject to rights of any mortgagees, out of the proceeds of sale received upon levy against the right. title and interest of Landlord in the Building and/or Ground Lease Premises or to the extent not encumbered by a secured creditor and net of all expenses, out of the rents ar other incomes receivable by i.andlord from the Buildinb of which the Premises are a part and Ground Lease Premises. (b) Except (a) in the event Tenant remains in possession of all or any portion of the Premises after expiration of this Lease or as otherwise set forth in Section 21.19, or (h) a breach by Tenant �f its obligations under Section 10.2, in no e��ent shall Landlord or Tanant ever he liable to the other for any loss of business, loss of profits, or any other indirect or consequential damages suffered by either party from any cause whatsoever, including negligence �f the other party or any t:andlord Parties or Tenant Parties, as applicable. (c) V�'here provision is made in this Lease for Landlord's consent, and Tenant shall request such consent, and Landlord shall fail or refuse to give such consent, Tenant shall not be entitled to any damages for any withholding by Landlord of its consent, it being intended that Tenant's sole remedy shall be an action for specific performance or injunction, and that such remedy shall be available only in those cases where Landlord has expressly ageed in writing not to unreasonably withhold its consent. Furthermore. w�henever Tenant requests Landlord's consznt or approval (whether or not provided for herein), Tenant shall pay to Landlord, on demand, as Additional Rent, any reasonahle out- of-pocket expenses actually incurred by Landlord (including without limitation reasonable attorneys' fees and costs, if any) in connection therewith, provided Landlord agiees such amounts shall be capped at �3,5O0 per each such request for consent or approval. (d) Any repairs or restoration required or permitted to be inad� by Landlord under this Lease may be made during normal business hours, and Landlord shall have no liability for damages to "I�enant for incon�enience, annoyance or interruption of business arising therefrom. (c) t.andlord may implement, as part of Operating Expenses, any protocols or procedures implemented by Landlord in the Building Common Are�s or the Base Building Systems to address any public health emergency affecting the local area from tirne to time will be reasonably deterrnined by Landlurd but Tenant expressly acknowledges that such protocols or procedures do not guaranty that Tenant's employees and �isitors to the Building will not be exposed to or contract any virus or other communicable disease and Landlord expressly disclaims anv representation or warranty that such policies or protoeols w�ill prevent such exposure or contraction. Tenant shall at all times co�l�ply with the guidelines issued by the local and state governmental authorities, lhe CDC and OS�{A relating to occupancy a�1d/or re-occupancy of office space bv tenants followillg any piiblic 5"j Ih��r,51�t,.;.. � , health emergency, including,without limitation, adopting a�ly,ector-specific protocols and hest practices, safety and control plans and communication pulicies for such public hcalth emergency and Tenant's continued use and occupancy of th� Premises. Section 2124 Broker. Tenant represents that it has dealt directly with and only with the Brokers in connection with this Lease and that no other broker has negotiated or participated in negotiations of this Lease ar is entit]ed to any commission in connection therewith. Tenant shall be responsible for and reimburse Landlord, as Additional Rent, within ten (10) days after demand therefor, for any and all commissions, fees and expenses and all claims therefor by any broker, salesman or other party in connection with or arising out of Tenant's action in entering into this Lease, except for the commissions of the Brokers, which commissions Landlord shall be obli�ated to pay pursuant to a separate written agreeznent. Landlord represents that it has dealt directly with and only with the Broker in connection with this Lease and that no other broker has negotiated or participated in negotiations of this Lease or is entitled to any commission in connection therewith. Landlord shall indemnify and hold harmless Tenant from and against any and all commissions, fees and expenses and all claims therefor by any broker, salesman or other party in connection with or arising out of Landlord's action in enterin�into this Lease. Section 21.25 Governin�La_w. This Lease shall bc governed by the laws of the state in ��hi�h the Premises are located. All covenants, conditions and agreements of Tenant arising hereunder shall be performable in the County. Any suit ansing from or relating to this Lease shall be brought in the county wherein the Premises are located, and the parties hereto waive the right to be sued elsewhere. Section 21.26 Joint and Several Liability. All parties signing this Lease as`I�enant shall be. jointly and severally liable for all obligations of T'enant. Section 21.27 Time is of the Essence. Time is of the essence with respect tc� the perfor�nance of every provision of this Lea,e in which time of performance is a factor. Section 21.28 Security l�eposit. Tenant shall deposit tlle Security Deposit with Landlord upon the.execution of this Lease. Said sum shall be held by Landlord as security for the faithful performance by Tenant of all the terms, covenants and conditions of this Lease to be kept and performed by Tenant and not as an advance rental deposit or as a measure of Landlord's damage in case of"I�enant's default. If Tenant defaults with respect to any pro�ision of this Lease, Landlord may use any part of thc Security Deposit for the payment of any Rent or any other sum in default, or for the payment of any amount which Landlord lnay spend or become obligated to spend by reason of Tenant's default, or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant's default. If any portion is so used, Tenant shall within ten (10) Business Days after wriCten deinand therefor, deposit with Landlord an ainount sufficient to restore the Security DepoSit to its original amount and Tenanf s failure to do sc� shall be a inaterial breach of this L,ease. Except to such extent, if any, as shall be required by law, Landlord shall not be required to keep the Security Deposit separate from its general funds, and Tenant shall not be entitled to intarest on such deposit. If Tenant shall fully and faitk�fully perform every provision of this Lease to be performed by it, the Secuntv Deposit or any balanc� thereof sklall be returned to Tenant at 5� le,`�iniUhv� I� such time after ter7nination af t}iis Lease when Landlord shall have determined tha2 all of Tenant's obligations under this Lease have been fulfilled, but no la[er than thirty (30) days after Tenant vacating thc Premises in accordance herewith. Section 21.29 OFAC. Tenant represents and warrants that neitt�er Tenant nor any of its affiliates,nor any of their respective partners, members, shareholders or other equity owners, and none oi their respec-tive employees, officers, directors, representati�•es ar agents is, nor will they become, a person or entity with whom li.S. persons ar entities are restricted fr�m doing business under regulations of the Office of Foreign Asset Control ("OFAC") of the Department of the Treasury (includin�those named on OFAC's Specially Designated and Blocked Persons List) or under any statute, executive orcier (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit,Threaten to Commit,or Support Terrorism), or other governmental action and is not and will not transfer this Lease to, contract with or otherwise engage in any dealings or transactions or be otherwise associated with such persons or entities. Section 21.30 Rent Not Based On Income. It is intended that all Basic Rent and Additional Rent payable b_y Tenant to Landlord, which includes all sums, charges, or amounts of whatever nature to be paid by Tenant to Landlord in accordance with the provisions af this I_.ease (collectively, '`Rent"), shall qualify as "rents from real property'' within the mea��ing of Section 512(b)(3) and 856(d) of the Internal Revenue Code (as anlended, the'`Code") and the regulations thereunder (the '`Tax Regulations"). If Landlord, in its sole diseretion, determines that there is any risk that all or part of any Rent shall not qualify as"rents from real property" for the purposes of Sections 512(b}(3}or 856(d} of the Code and T�Regulations,Tenant agrees to cooperate with Landlord by entering into such amendment ar amendments to this Lease a� L:andlord deems necessary to qualify all Rent as"rents fro�n real property'",provided,however,that any adjustinents required under this section shall be made so as to produce the equivalent(in economic terms) Rent as payable before the adjustment and provided further that no such cooperation, amendinent(sj or adjustment shall expose Tenani to any liability whatsoever(ineluding,without limitation, damage to Tenant's reputation) or shall conflict with or be contrary to any L�aw, policy, tule, regulation, order, or other position of the State of Florida or any agency, department, body or instrumentality thereof. Section 21.31 Radon. As required by Florida ,Statutes, 404.056(6), Landlord notities Tenant as follows: "RADON GAS: Radon is a naturally occurring radioactive gds, that when it has accumulated in a huilding in sufficient quantities, it may present health risk to persons who are exposed to it ov�;r time. Le��els 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 yaur county public health unit."' Section 21.32 De1ay. lf Landlord or Tenant is in any w�ay del�yed or pr�vented froin performing any obligation (except, with respect to Tenant, its obligations to pay Rent and other sums due under this Lease, any obligation with respeet to insurance set forth herein, any obligation to give notice with respect to extensions or otherwise, and any holdoverj due to Furce Majeure(as hereinafter defined), tllen the time for perto�-�nance �f such obligation shall be excused fur the �9 ��h��.5�,� �- period of such delay or pre��ention and extended for a period equal to the period of such delay or prevention. The term"Force Maieure" shall for the puiposes of this Lease mean, collectively and individually any of the following: (1) fire or other Casualty; (2) act of God: (3) g�vernmental act or failure to act or restrictioYls, orders, limitations, regulations or controls; (4) govemmental preemption of priorities or other controls in connection with a national or other public emergency, or similar governmental restriction; (5) local, regional or national emergencies; (6) local, regional or national epidemic or pandemic or quarantiYie; (7) strike, lockout or other labor dispute; (8) any governmental restriction or construction moratorium or similar restriction; (9) general unavailability of inaterials or supplies and replacement materials or supplies in the nature of a shortage generally affectina siinilar projects in the eastern United States, rather than baszd on increased price), shortages of fuel, supplies or labor; (10) war, civil insui-rection or other emergency (including Severe Weather Conditions); (ll) tocal, regional or national acts of terrorisin;or(12)any other unforeseeable causes beyond the responsible party's reasonable control (whether similar or dissimilar to the foreguing events), provided the same is not the result of the negligence or fault of such party and cannot, by the exercise of commercially-i•easonable due diligence, be overcome or avoided by the party claiming the Force Majeure event. Except as otherwise expressly provided in this Lease,no Force Majeure event shall delay or excuse the timely payment of all items of Rent or other sums due under this Lease by Tenant. Financial inability or hardship shall never constitute a Force Majeure event. For puiposes hereof, �`Severe Weather Conditions"means weather conditions that are inaterially worse than those that reasonably would be anticipated for the Building at the applicable time based on historic meteorological records. Section 21.33 Section_ 768.28. Notwithstanding anything to the contrary in this Lease, Tenant's obligations under thic Lease shall be expressly subject to the terms of Section 768.28, Flc�rida Statutes and nothing in this Lease shall be construed to be a waiver of Tenant's sovereign immunity as a state agency or subdivision of the State of Florida. [SIGNATURES ON FOLLOWING PAGE] 6U ,�.,;� ;�,.,.,- ,- IN W[T1VF,SS WHEREOF, each of the parties hereto has caused this Lease to be duly e�ecuted as of the day and year first above written. I.ANDL.ORD: BCPF AVC LLC, a Delaware limited liability company By: Cornerstone Patriot Holding L,I,C, a Delaware ]imited liability company, its sole member and manager By: Name: Title: TFI�'ANT: CI"I�Y AMI EACH ame: Eric T. Carpente�- Citle: City Manager ,. ATTEST: --�;��:��, ��, _ti�P��..... c - �:''� y :�v,� � r� r��.i ��'�: � :' +�'�``s"'4 �: �'s By: 's :IkCORP�ORATED; : ,�<�: Ra ael E. Granado, City Clerk /��'.�, �".�y ��_- ,''.4�-''�i..2o`�_ aPPaov�� As ro FORM & IANGUAG� & FOR EXECUT{ON i�isnsuF9�n ...� I�,��ZS � City Attorne�y�/�� Uote ��Y�'� EXHIBIT A l,e�al Description EXH1817"A" QARCEI 1: Leasehoid estate pursuant to that Pa►tial Assignrnont and Assu�npEion of Amended and Restated t�evolopment Lease(Ava 8uilding A)recorded Qctober 17,2019 in Official Records Book 31650,Page 2788,and as furthor �ss+gried by th�t Assignment and Assumpdon of Amended and itestat�d Development Lease(Ave Building A) recorded�/IarcM 11,2022,in O��ial Records Book 33063.Page 579,oi the Public Records of tvliami-Oade Caursry, Flnrida,with respc�ct to thc�following properiy LEGAL DESCRIPTION: A parcef of land lying within tha West 1/2�f Section 19,Township 52 South, f��nge 41 East,tvtiami-Dade County, Florida,being a portion of Tract"A",AVE,according to the Plat thereof,as recorded m�lat 800k 170,at Page 84, of the Public Records of Miami-Dad�Counly,Fiorida,being more particufarly described as follows Commence at the Northwest c+�rner of Section 19,Township 52 South,Range 41 East,Miami-Dade County, Florida;thence run South 02°A9'03"East along the West Line of the Northwest 1/4 oi said Section 19 tor a distance of 44.01 feet:thence run North 87°10'S7"East for a distance of 100 00 teet to a point on the East Right oE Way t.ine of NW 57th Avenue(Red Road)as shown on the State ot Florida Sta1e Road Department Right of Way Map.Section 87630-2601,as recorded in Road PIaQ Book 112 at Page 7 of the Public Records of Miami- �ad�County Fl�rida,said poini being the Nnrthwest corner of 7racB"A",of the said plat of AVE;thence run South 02�49'03"East,along said East Right of Way lme of NW 57th Avenue,for a distance of 1A78.17 feet to a point thence contlnue South 02�49'03"East,along said East Right of Way Line of NW 57th Avenue,for a distance oi 1789.19 i�et to a point:thence ruri North 88°04'34"East,for a distance ot 25.00 feei to the POINT OF BEGINNING of th�parce!herein�fter descri�ed;thence run 5outh 02'49'�3"EasF,alony the Easi Right of Way Line of NW 57th Avenue as shown on Gratigny Parkway Right of Way Map,Sec 87008-2507,said East Right ot Way line oi NW 57th Avenue also being over a line 125 feet East of and parallel wiih the VVest lin�of Section 19- 52-41,for a distance ot 420.10 fset ta a point;thence run North 86°38'28"East,along a line which lies 42.00 C�et iVorth of and paraliel with th�Southeriy line ot tnat certain parcei nf land described in cxhibit"A"ttl the Memorandum ot Lease,recorded in Official Racords 800k 25fi16 at Page 2155 of the Public Records of Miami Dade Counry,Florida,ior a distance of 255.13 feet to a point;thence run North 03°22'04"West for a distance of 420.12 f8e4 to a point thence run South 86'37'S6"West for a distance of 251 10 t�set Eo the Point o(Beginning. Sa�d ParCel{ying hding and locat8d in Miami-Dade County,Florida. PARCEL 2: !e�sehald estate pursuent to that Partial Assignment and Assumption of Amended and Restated Devetopment Lease(Ave Building A1)recorded October 17,"1019 in Official Records Book 31650,Page 2799,and as furiher assigned by thai Assignment and Assumpfiorr of Arnended and Restated�eveiopment Lease(Ave Buiiding A1) recorded Marcr 11.2022,in�fficial Rdcords Book 33063,Pag�988,of nc��Pubfic Records of Miami-Dade Cour�ty,Fiorida,with respect to th�foliowing properry: A percai�f land iyirig within the Wsst 1/2 of S�ction 19,Township 52 Soutn,Rang�41 East, Miami-Dade County, Florida,being a partion of Tract"A",AVE, according to the Plat ther�oF,as recorded in,of the Publi� Records of Miami-Dad�(:;ounty, Fierida, being rnnre partic�larly described as foilows: Cnmmence at the Northvvest cc�rner�f Section 19,Township 52 South, Range 41 East,Miami-Dade Counry: �lorida;thenca run South 02°49'03" East aidng the West Lin�of the Northwest 1/4 of said 5ection 19 for a distance of 44 01 feet;thence run Nonh 87'1U'57" East ior a distance of 1UOA4 feet io a point on th�East Riyhi oC Way Une ot NW 57th Av�nue(i�ed I�oad)as shown on the State o(�{orida State Road Department Right of Way Map, Seciion 87630-2602:a$recorded In Ro�d of the Pubiic Records ot Miami-Dade Couniy, Florida, saici ;�uint being tne NGrthwest cc,rner r�f Tract"A",of th�said plat ofAVE;ihenc�run :�duth 02°49'03" Eask.along A-I Ir�ISti50r,y7 �, said�ast Right of Way Line of NW 51t��Avenue,for a distanca of 1478 17 feet fa a point;thence conlinue South 02"49'0�" East, along said East Right of Way Lme of NW 57th Avenue,for a aistancs of 1415 59 fe�t to the POIN7 nF BEGINNING of the parcel hereinaRer described;thence continve South 02°49'03" East,along said East Right of Way Line of NW 57th Avenue,for a distance of 135.d3 feet to a point;thence run North 86°37'S6" East,fqr a distance of 273.80 feet to a poinl;Utiance run North 03°22'04" West for a distance of 179.85 feet to a poini;thenc�run 5outh 83°01'S8" West for a distance of 28.92 feet to a point;thance run South 87°11'S4" West for a d�stanc�of 198.20 feet to a pbint oi c�rvalure with a curve concave to the Southwest,having a radius of 45.00 teet thence run Southwesterly along said curve for an arc distanc�of 70.70 feet though a central angie of 90°04'S7" to the Point of Beginnino. PARCEL 3� Leasehold estat�pursuanl to that F�artial Assignment and Assumption of Amended and Restated Development Lease(Ave guilding A2)recorded October 17,2019 in Ofticial Records Book 31650,Page 2810,and as further assigned by that Assignment and Assumption of Amended and Restated Devetopment Lease(Ave Building A2) recorded March 11,2022.In Oncial Records Book 33063.Page 998,of the Public Records of Miam'rDade County, Florida,with respect to the following proporty A parcel of land lying within the VVast 1/2 of Saetion 19.Township 52 5outh,l2ange 41 East,Miami-Oade County, Florida,being a portion of 7ract"A",AVE,accordirig to the Plat thereof,as re�orded in ,of the Public Records of Miami-Dade County, Florida,being more particularly described as follows: Commenca at the Northwest comer or Section 19,Township 52 South,Range 41 East,Miami-Dade Counry, Florida;thence run South 02°49'03" East along the West Line of the Northwest 1/4 of said Section 19 for a distance of 44.01 feet;thence run North 87`1Q'57" East for a distance of 100.00 feet to a point on the East Right of Way Line of NW 57th Avenue (Red Road)as shown on ihe State of Florida State Road Department Right of Way Map,Section 87630-2602,as recordr�d in Road of the Public Records of Miami-Dade County,Florida,said point being the Northwest comer of Tract"A",of the said piai of AVE;thence run South 02°49'03" East,along said East Right of Way Line of NW 57th Avenue,for a distance of 1478.17 feet to a point;thence continue South 02°49'03" East,along said East Right of Way l.ine of NW 57fh Avenue,for a disiance of 1551.02 feet to the POINT OF BEGINNING of the parcel nereinafter described,thence continue South 02°49'03" East,along said Easc Righk of W�y I_ine of NW 57th Avenoe,for a distance of 238.17 feek to a�oini;thence run North 88°Q4'34" East,for a distanc�i uf 25.00 feet to a point;thance run North 86"37'S6° East,for a distance of 251.10 feet to a point;thance run North 03°22'04" West for a distance of 238.79 faet to a poinr thenco run South 86°37'S6" West for a distance of 273.80 feet to tne Point of Beginning. i�,��,>�,��,� i; .a-� EXHIBIT A-1 Premises (� � � 4.:� � . ` � � _.__ � `i . . ___ .._ — --- ----- � —�=`---,.�_. . ;-_.::� -----— �_,_ - w -----�..,��.. .� , (;; . , �. �� '� ,�._~i•P � � i ....��..��.' ',� '.:.� • �' e I. . ' . - " � • � �, i�:� � - ; � . - __. ,:._ �.-.-,- , .�...__ .�.�.�_� ...._. .�..�. ___. �... __. r.._ ..,�.� —. � "y,»,.� � . . � � � �-�----- - � r �.,- : Office SF 2,260 } ; ` � - Warehou�e S� ' �, , 22,731' i ; � .�; T�tal SF 24,991 � '; r, �. ..+� ... ...�__._..._�_....—..�__'-____.....__•___._..._.._.._._ ... -,r . .. _ ,��ll.I l ..1-.!._. _ _. _ . . _ _ � _ . 'I tl .w.._.. . _ .. .._ . ____ ..._...�_�. . . . . .�._ . �� .. ' . _._'_ ,_ .._._..'_._ . .. _..__ . .— _._-...�-...,-�+� -.=�---�-_�------�;�--- f� r�. ,�-� !F��I.�n��,r�<;� �� EXHIBIT B Preliminary Plans and Specifications , t.��t'a;:,. , j i I � �� . �_+ ___ � _«.;_.�. r.,..__ . ..._...::.;.._. ..._.�_..�. �— — - � �' � �.,.m<, i -- -__7,; ._.�..__._.__ __ _-.:_ �•-�-- --- . "— _ i _ � T �� ' i'� -�-�'� Q o 0 o G � �n g � � ��_=.3�-� `,� � � + �, � , �= n _!� � i � � ``% ; _ �-'��,ll��1 � -' -- �i ,i ,o(_ I ! f - ,. ,_�N�.�..^...�_J! �.. ._.....,______�...�._.� � �' +-� �� ` � � I , ': ,, �-- � � %I � F ' , J ; ; :._ .. .� ;_� ': ; � — �,, ; , _ — ` # � �.� , ,�� r 1 �, :� � ;, � ; � � -�-----T : ;� � � ;: -- � ----�-----._._ �_ , �,ry _ ____.___ �_ __W__ _r-- _ z�,: � .� � �r- - � �;� ��...� �"' � •,--:��--^"'�"'--$-=---t"�—�---�-.--�.t'.._._�.. ._g_.:_�j._..��.--—O --'-Z}__.��.� � � :�.:. � _ � .�.. � �--"'_ ----T—� --� ----T..--L L— ._. -- NWlTn• �.�_ ---�— i_- _— " 1 S TE .�An .. . ..... ._. ___. __ ... _ _._... ..... .... ._. ... ..... . -.� ... . -__ __'_ _ ._ " ...m�... .�„v _ .. ', .,_ . _' — ` __'_ _ — ^ ..^ ...._ m.ew+.� __ _. _ .. .__. .. _ .. . . � -. .., y . . ... ,y„�..: � . r _' ___ � i.� I 1.B. . . T � 1 =Ev";. ""T L.' `— ---yyyI � �I .�' - �.. �. YEWAD4 � . I . ,. .. �S ,....�..o.� � I r 1. � 1 . 1 ) � �..e�� i..�4''� L�.. ' � . i • . � '�" I � �T" r � . 1 .> : .. I a � . � � �� ✓� ` . .,.....'��i. i�k .'�C IP.At� i �w �I :n . ...� � - � ' . �i ��-.... ., I ..__..t__�-_ _...{_ �.. '�,,��;i �. r� .' .,..�., . I � V� �._. f �� _ ^ ,n �A510C.1.J �. � . ,�«. .�.,., _ � � . I ,/� E� r � �w \� � . .runa� ..n i ___.__ .. ___. ___ _ . ._.___—. ____� .__ `_ .__...�....._ .. . B-� ��1�7j(i5�)Cl�� EXHIBIT C RESERVED ('-1 ir�iH��s��,�;.i� ExxIBIT n-1 "Green" Lease Terms "These "Green" Lease Terms attached as Exhibit D-1 (this "Exhibit") are hereby incorporated into and made a part of that certain Industrial Lease dated as of 2025 (the "Lease") by and between BCPF AVE LLC as "Landlord", and the City of Miami Beach, as °Tenant", demising 24,991 rentable square feet of that certain building located at 14101 NW 57`�' Avenue, iVliami, Florida(the "Building"}. [n the event of any conflicts between the terms and conditians of this Exhibit and the terms and conditions of the Lease, the terms and conditions of the Lease shall control. Sustainability Inidative. Tenant acknowledges that Landlord may elect, in Landlord's sole discretion, to iznpleinent energy efficient an� environmentally sustainable practices( collectively, the "Sustainability Initiative") and, in furtherance of same may pursue an environmental sustainability monitoring and certification program such as Energy Star, Green Globes-CIEB,LEED, IREM or similarprograms ("Green Certification"). Tenant agrees that, throughout the Term of this Lease (as the same may be extended) T'enant shall reasonably cooperate with Landlord and, to the extent reasonably practicable, comply with Landlord's Sustainability Initiative standards for the Building, including, without limitation, all monitoring and data collection, maintenance, access, documentation and reporting requirements set forth therein; provided that Tenant has first received written notice of such Sustainability Initiative standards from the Buildin� Manager. Tenant will make available to Landlord, within ten (10} business days following Landlord's written request, any information in Tenant's possession or control concerning matters necessary or desirable in Landlord 's efforts to obtain or maintain Green Certification, subject to Landlord's obligation to keep such information confidential pursuant to the terms and conditions of the Lease. Consumption Data. Within ten (10} business days following wntten request by Landlord, but only to the extent such information or data is then in Tenant's possession and control, Tenant shall provide Landlord w�ith consumption data in form reasonably required by Landlord: (i) for any utility billed directly to Tenant and any subtenant or licensee of the Premises; and (ii) for any submetered or separately metered utility supplied to the Premises for which Landlord is not responsible for reading under the Lease. If Tenant utilizes separate seivices from those of Landlord as permitted under the Lease, Tenant hereby consents to Landlard obtaining the information directly from such seivice providers and,upon ten(10}business days pnor written request,Tenant shall execute and deliver to Landlord and the service providers such commercially reasonable written releases as the service providers may request evidencing Tenant's consent to deliver the data to Landlord. Any information provided hereunder shall be held confidential except for its limited use to e��idence campliance with any sustainability standards, subject, in all events, to the confidentiality provisions of the Lease. U-1 �:;i;r,;o{,�� , L se. Tenant shall not knowingly and willfully use or operate the Premises in any manner that will cause the Building or any part thereof not to conform with Landlord's Sustainability Initiative or certification of the Building in accordance with Green Certification, as may be reasonably determined by Landlord; provided, however, that Tenant shall have received, in writing, a complete statement of Landlord's Sustainability lnitiative standards for the Building, including, without limitation, those standards which relate to alterations or improvements in and to the Premises. Comnliance with Laws. In addition to 'I'enant's obligation to comply with all applicable laws as set forth in the Lease, Tenant agrees to comply with, and reasonably cooperate with Landlord's efforts to comply with, energy efficiency, green building and/or carbon reduction laws, including without limitation occupant, water, energy and transportation surveys within the city, county, state ar any other jurisdiction, and Section 4-7 of American Society of Heating, Refrigerating and Air-Conditioning Engineers (ASHRAEj Standard 62.1-2007 for acceptable indoor air quality. Recvclin�and Waste Mana�ement. Tenant agrees, at its sole cost and expense ( except to the extent any of the following services are provided by the Building Manager and/or Landlord's janitorial vendor or Landlord's employees, in which event Tenant may only be responsible for its pro-rata share of the costs thereof, as set forth in the Lease): (i} to comply with all present and future laws, orders and regulations of the Federal, State, county, municipal or other governing authorities, departments, commissions, agencies and boards regarding the collection, sorting, separation, and recycling of garbage, trash, rubbish and other refuse (collectively, "trash"); (ii) if and when applicable, to comply with Landlord's recycling policy as part of Landlord's Sustainability Initiative where it may be more stringent than applicable Law; and (iii) that Tenant shall, within twenty (20) business days following invoicing by Landlord, pay all costs, expens�,�s, fines, penalties or damages that may be imp�sed on Landlord or Tenant by reason of Tenant's failure to comply with the provisions of this Section. Upon request by Landlord, but in no event more than once per year during the Term, Tenant shall provide Landlord with copies of waste manifests for all waste that leaves the Building that is within Tenant's direct control, including but not limited ta off-site paper shredding and electronic waste; provided,howe�er,that the foregoing requirement shall not apply if the Building Manager ancL`or Landlord's janitorial vendor or Landlord's employees are responsible for the removal of trash and recycling materials (including, without limitation,paperj from the Building. Water Efficiencv. After Landlord or Landlord's agent delivers to "1'enant the Building's baseline water consumption data, Tenant agrees to reduce water consumption by no less than twenty percent (20°io) from Tenant's pro-rata share of such baseline. For information purposes only, such reduction may be achieved with the use of low flow toilets.urinals or faucets. I�)-;? tr,I:��,>06��7 �, Ener�y and Atmosphere. �fter Landlord or Landlard's agent deliv�rs to Tenant the Building's baseline electricity or ga� (if applicable} utility consumption data, Tenant agrees to reduce electricity and gas consumption in the aggregate by no less than tive percent(5%) from Tenant's pro-rata share of such baseline. For information pur�oses only, such reduction may be achieved with the use of light-emitting diode (LED) lighting, energy efficient HVAC Units or reducing power densities. Tenant shall not use chlarofluorocarbon(CFC) refrigerants. Services. All maintenance (iilcluding without limitation janitorial services and pest control services} and repairs made by Tenant must comply with Landlard's Sustainability Initiative,including any third- pa.rty rating system concerning the envirorunental compliance of the Building or the Premises, as the same may change from time to time. The foregoin�; provision shall not apply if the Building !Vtanager and!or Landlord's vendor or Landlord's employees are providing control services to the Premises. Construction / Alterations. Notwithstandinb local ordinance� and building codes. any and all irnprovements, alterations or additions performed by Tenant will be performed in accordance with Landlord's Sustainability Initiative, including any third-party rating system concerning the environmental compliance of the Builciing or the Premises, as the same may change from time to time, and in accordance with Landlord's Energy and Sustainability Construction Guidelines & Requirements from time to time adopted by Landlord, and any modifications thereto by Landlord. Moisture and Mold Control Instructions. Because exercising proper��ntilation and moisture control precautions will help inaintain Tenant's comfort and prevent mold g�-owfh in the Premises, Tenant agrees to adopt and implement the following guidelines,to avoid encouraging excessive moisture or mold growth: 1. Report any maintenance problems invol�ing water, moist conditions, or mold to the Building I�7anager promptly and conduct its required activities in a manner that prevents unusual moisture conditions or mold growth. 2. Do not block or inhibit the flow of return or make up air into the HVAC system. Maintain the Premises at a cansistent temperature and humidity level in accordance with the Property Building'Vlanager's instructions. 3. Regularly conduct janitorial activities, especially in bathrooms, kitchens, and janitorial spaces, to remove mildew and prevent or correct moist conditions, but only to the extent such janit�rial services are not already provided by Landlord's janitorial vendor or employees pursuant to the terms and conditions of the �ease. Smokin�. Smokin�including e-cigarett�s is not all��wed anywhere in the L3nilding. Smoking is allowed only in de�ignated snioking areas, and 110 less than twenty-tivL {25} feet from a11 eutrances, operable u�indow�s, public walkways and the Buildiii�'s outdc�or air intakes. D-3 I+��IRh5Un�+? I i Notice and Cure. Notwithstanding anything contained in this Exhibit to the contrary, any failure by Tenant to coinply with the terms and conditions of this Exhibit shall be governed by the terms and conditions of the Lease, including, without limitation, any and all applicable notice and cure provisions set forth therein. D-4 i�,i>sr,soh�,- �� EXHIBIT D-? "LEED" Terms These "LEED" Terms attached as E�ibit D-1 (this "Exhibit"} are hereby incoiporated into and made a part af that certain Industrial Lease dated as of _ , 2025 (the "Lease") by and between BCPF AVE LLC as "Landlord", and City of Miami Beach, as "Tenant"; demising 24,991 of that certain building located at 14101 NW 57`h Avenue, Miami, Florida(the "Building"). In the event of any conflicts between the ternls and conditions of this Exhibit and the tenns and conditions of the Lease, the terms and conditions of the Lease shall control. WE(Water Efficiency)Prerequisite and Credit- Water Use Reduction- Tenant shall reduce water usage to 20%less than the baseline calculated for the Building pursuant to WE Prerequisite Indoor Water Use Reduction and WE Credit Indoor Water Use Reduction of the LEED Reference Guide for Building Design and Constructian,v4. Select Water-Sense-labeled products for newly installed tixtui-es. All water closets must have a maximum flow rate of 1.28 gallons per flush. All urinals must ha��e a maximum flow rate of.8 gallons per flush or .125 gallons per flush. All lavatories must be sensor type with a maximum flow rate of.35 gallons per minute. WE(VVater Efficiency)Credit Water Metering-Tenant shall install water meters for domestic hot water. Tenant will meter water use of at least 80% of the installed domestic hot water heatin� capacity(including both tanks and on-demand heaters). EA (Energy & Atinosphere) Prerequisite Minimum Energy Performance and Credit Optimize F,neroy Performance - Tenant improvements shall demonstrate a 5°'o icnprovement in building perfarmance rating as compared with the baseline building performance rating per EA Credit Optimize F.nergy Performance, Option I of the LEED Reference Guide for Green Building Design and Construction, v4. To achieve this level of savings, the tenant design shall incorporate the design assumptions provided in the Whole Building Energy Simulation, or anc�ther combination of energy saving measured to achieve an energy cost savings af 19 percent over baseline or greater. EA (Energy & Atmosphere) Prerequisite Fundamental Refrigerant Management-Tenant shall not use ehlorofluarocarbon (CFt:) - based refrigerants in new heating, ventilatin�;, air-conditioning, and refrigeration(HY AC'&R)systems per EA Prerequisite Fundamental Refi-igerant Management of the LEED Reference Guide for Green Building and C.onstruction, v4. EA(Energy &Atmosphere)Credit Enhanced Refrigerant Management-�enant shall comply with EA Credit Enhanced Refrigerant Management, Optian l: �o Refi-i�erants or Low-Impact Refrigerants or Optian 7: Calculation of Refrigerant Impact per the I,EFD Ref'erence Guide for Ureen Building and Construction, v4. IEQ {Indoor Environmentat Quality) Prerequisite Minimum Indoor Air Quality Performance - Tenant shall meet the minimum requirements of AS�iR:�1E Standard 62.1-2�10. Sections 4-7, Ventilation for Acceptable Indoor Air Quality (with errata, or a local equivalent, whichever is rnore stringent. For mechanically ventilated spaces (and for mixed-m�de systems when the m�chanical ventilation i;s activated), monitor outdoor air intak� flows �er �he L:EED Reference Guide for Green Bu?ldinb an� Coi�struction, ti4. t)-� I��i�s�soav�.i° IEQ(Indoor 6n�ironmental Quality) Prereyui>ite Environm�,ntal Tobaceo Smoke Control -"l�enant shall prohibit smoking within the Building as well as prohibit sinoking within 25 feet of Building entries, outdoor air intakes and operable windows and outside the property line .in spaces used for business purposes. Signage will be posted within IO feet of all Building entrances indicating the no-smoking policy per IEQ Prerequisite Environmental Tobacco Smuke Control of LEED Reference Guide for Green Building and Construction, v4. Tenant agrees to provide to Landlord within 15 days after the end of each month (or within 15 days after receipt of monthly energy consurnption invoice or statement), a repart showing the monthly energy consumption data in kWh and monthly water use in gallons. Tenant may satisfy this obligation by usina Energy Star Aecount so long as such account is set up to automatically share the information with the Landlord �)-�i ih��,�nsoh�>% i� EXHIBIT E Form of Estoppel C'ertificate The undersigned is the Tenant under the Lease(defined below)between , a , as Landlord, and the undersigned as — -- _ ----- - Tenant, for the Premises on the _ floor(s) of the office building located at and commonly known as _, ---- — _- � ------- — --- and hereby certifies as follows: l. The Lease consists of the original Net Lease Agreement dated as of . 20_ between Tenant and Landlord['s pr•edecessor-in-inte�•est] and the following amendments or modifications thereto (if none,please state "none"): The documents listed above are herein collectively refen-ed to as the '`Lease" and represent the entire agreement between the parties with respect to the Premises.All capitalized terms used herein but not defined shall be given the meaning assigned to them in the Lease. 2. The Lease is in full force and effect and has not been modified, supplemented or amended in any way except as provided in Section 1 above. 3. The Term comrnenced on _ _ _, 20__and the Term expires, excluding any renewal options. on_ _ , 20__, and Tenant has no option to purchase all or any part of the Premises or the Buildin�or, except as expressly set forth in the Lease, any option to terminate or cancel the Lease. 4. Tenant currently occupies the Premises described in the Lease and Tenant has not transferred, assigned, or sublet any portion of the Premises nor entered into any license or concession agreements with respect thereto except as follows (if none,please state"none"): 5. All monthly installments of Basic Rent, all Additional Rent and a(1 monthly installrnents of estimated Additional Rent have been paid when due through ____ The cun-ent monthly installment of Basic Rent is $ 6. To the actual knowledge of the Tenant (but without further or independent inauiry j, all conditions of thc I,ease to be performed by Landlord necessary to the enforceability of the Lease have heen satisfied and Landlord is not in default thereunder. In addition, Tenant has not delivered any notice to Landlord regarding a default by Landlord thereunder. 7. 7o the actual knowledge of the Tenank (but without further or independent inquiry), as of the date hereof, there are no existing defenses or offsets, or claims or any basi� far a claim, that the undersigned has against Landlord and no event has occurred and no condition exists, which, with the giving of notice or the passage of time, or both, will constitute a default under the Lease. Notwithstanding the foregoing, Tenant does not waive any default not currently known to Tenant, or one which arises after the date the estoppel certificate is prepared, or the i�,� ,�-,;�,a� ,, E,-i right to enforce any tei•m, oov�nant or provision of th� Lease with respect to any such unknown or future default. S. No rental has been paid inore than 30 days in advanee and no security deposit has been delivered to Landlord except as provided in the Lease. 9. If Tenant is a c�rporation, partnership or other business entity, each individual executing this Estoppel Certificate on behalf of T'enant herehy represents and warrants that Tenant is a duly formed and existing entity qualified to do business in the state in��hich the Premises are located and that Tenant has full right and authority to execute and deliver this Estoppel Certificate and that each person signing on behalf of Tenant is authorized to do so. 10. There are no actions pending against Tenant under any bankruptcy or similar law5 of the United States or any state. 1 l. Other than in compliance with all ap�licable laws and incidental to the ordinary course of the use of the Premises, the undersigned has not used or stored any hazardous substances in the Premises. 12. All tenant improvement work to be perfonned by Landlord under the Lease has been completed in aecordance with the Lea�e and has been aecepted hy the undersigned and all reiznbursements and allowances due to the undersigned under the Lease in connection with any tenant improvement work have been paid in full. Tenant acknowledges that this Estoppel Certi6cate may be delivered to Landlord, Landloi-d's Mortgagee or to a prospective mc�rtgagee or prospective purchaser, and their respective successors and assigns, and acknowledges that Landlord, Landlord's Mortgagee and.%or such prospective mort�agee or prospective purchaser will be relying upon the statements contained herein in disbursing loan advances or making a new loan or acquiring the property of whieh the Premises are a part and that receipt by it of this certifieate is a condition uf disbursing loan advances or making such loan or acquiring such property. Exeeuted as of , �0 . TENANT: , a By: Name: Title: E-Z !;�t kt;5o�,4? I � EXF�IBIT F RESERVED DOCPRONERTY DOC��XDOCIC'� DMS=IMana�e Format � �'NC.`M>%.<�v"�R>=> PRFSF.RVET_.00'AT�C�IvF-1 i h�x�,�r�<,�� , EXH[BI'T G KESERVED CJ-I ,�,�x„s�,��;�� -; EXN[BIT H Commencement Date Agreement Agree�nent made this day of_ __ _,202_ ,between BCPF AVE LLC, a Delaware liinited liability company, having an office at cl� Barings LLC, 300 South Tryon Street, Charlotte, NC 28202, hereinafter refened to as "Landl�rd", and __ , a _ ____ having an office at ,hereinafter referred to as'`Tenant." WITNESSETH: 1. The parties have h�retofore entered into a Net Lease Agreement dated as of ___, 202_, (hereinafter referred to as the `'Lease") for the leasing by Landlord to 'Tenant of certain space consisting of the approximately __ rentable square feet in the building located at , all as in the Lease Inore particularly described. 2. Landlord and Tenant agree that the Premises cuntains rentable �quare feet, that _ __ _ the Coinmence�nent Uate of the term of the Lease is __ __,_,_. IN WITNESS WHEREOF, Landlord and 1'enant have respectively signed and sealed this Commenceinent Date Agrc;ement as of the day anc�year first above written. LANDLORD: BCPF AVE LLC By: Cornerstone Patriot Holding LLC, a Delaware liinited (iability company, its sole membet•and manager By: � N ame: Title: TENAI�TT: Bv: Name: Title: }{_� i„��;r�.,�,f,��; � � EXHIBIT 1 Additional Liabilitv Rider [Attached] N-1 ;�,��.r,so��,_i� EXHIBIT J Trade Secret Affidavit I, the undersigned, being first duly sworn,do hereby state under oath and under penalty oi perjury that the following facts are true: 1.1 am over the age of eighteen and am a resident of the State of____ ___ _ _ _. I have personal knowledge of the facts herein, and,if called as a witness, could testify cc�mpetently thcreto. 2. I am the (positionl of v_ (name of corporate -- _ --- --- _--— — entity), a __ (stat�) ____.___ ___ {type of corporate entity), whose pi-incipal address is � 3. �I consider/My company considers] the information contained [in the document(sl entitled -- --__ — _ _][on page(s) __ ___ ______ of the document entitled _ ) (the '`Trade Secret Intormation") [DRAFTING NOTE: PROT�IDE DETAILED DESCRIPTION OF INFOKM.ATTON WITIIOUT INCLUDING TRr1DE SECXET lNFOl1MATIONJ for the following reasons: [DRAFTI,'VG NOTE: EXPL_4IN FOR EACH DOCUMEI�`T OR PAGE FOR [�HIChi TRADE SECRET PRDTECT74.'�� IS CLAI.'VIED, THE DET 9ILED F.4CTL'AL BASIS D.�' I��HICH SUCH CL_AIt�1 IS:'I�fADE.J 4. [I consider,'My company consiciers) the Trade Secret tnformation to have value and provides an advantage or an opportunity to obtain an advantage over those who do noi know or usz it. 5. [I have�My company has] taken measures to prevent the disclosure of the Trade Secret Infomzation to anyone other than those who have been selected to have access for limited purposes, and [I intend�my company intends] to continue to take such measures. b. The Trade Secrei Information is not, and has not been, r�sonably obtainable without [my%our] consent by other persons by use of legitimate means. 7. The 1'rade Secret Information is not pubticty available elsewhere. 8. [I am][____i _ _ __ is] [he person to contact in the event a challenge to any infonnation contained in this Affidavit is received. [My][His][Her] mailing address and other contact information are as follows: [DR.9FTI.NG NOTE: I:�SERT N:9ME,.4DDRF'SS A1VD C0:1"TACT I:'�'1�'O FOR :NOTICES.J }�;x�cuted on this_, day of� __--- - in __ ----Count ', _ -_ ---- y ------- __ _ (State). Affiaiit- Full Name: ` Address: --_^_---- Telephone: _ �-mail: Affiant Signature: ________. STATE OF COUNTY OF J The foregoing instrument r�•as acknowledged before rne by means of❑ ph_ysical presence or ❑ online notarization,this day of , 20�,by_f name) , as _ (title) ____for__{company)_ . He(__�is personally known to ine ar (,) produced _ ^__as identification. Notary Public My Cummission Expires: __ _