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Lease Agreement between CMB & MB Racquet Club, LLC
2425. 339 0 b Do Slgn Envelope ID: L EF0381E82-4C38-BOHF-AEFW51426 LANDLORD: City of Miami Beach, Florida 1700 Convention Center Drive Miami Beach, Florida 33139 Tenant: Miami Beach Racquet Club, LLC 201 Alhambra Circe, Suite 1205 Coral Gables, Florida 33134 DATE OF EXECUTION: j Amp'" (a 2026 LEASE AGREEMENT PURSUANT TO RFP-2025-218-ND FOR THE CONSTRUCTION, MANAGEMENT, AND OPERATION OF A PADEL FACILITY ON THE ROOFTOP OF THE G5 PARKING GARAGE (640 17TH STREET) Do ign Fnv a ID'. LEASE SUMMARY The following is a summary of basic lease provisions with respect lo the Lease. If is an integral part of the Lease, and lerms defined or dollar amounts specified in this Summary shall have the meanings or amounts as slated, unless expanded upon in the text of the Lease and its Exhibits, which are attached to and made a part of this Summary. 1 1. "Date of Lease Execution": / 2. "Landlord": City of Miami Beach, Florida 3. "Landlord's Address": City of Miami Beach, Florida 1700 Convention Center Drive Miami Beach, Florida 33139 Attention: Parks 8 Recreation Department DireclM with a copy la: City of Miami Beach, Florida 1700 Convention Center Drive Miami Beach, Florida 33139 Aaerltiom. City Attorney 4. "Tenant": Miami Beach Racquel Club, LLC, a Florida limited liability company 5. "Tenant's Address' 201 Alhambra Circle, Suite 1205 Coral Gables. Florida 33134 6. "Guarantor". Racquet PropedyCompany, LLC, a Florida limited liability company 7. 'Guarantor's Address": 201 Alhambra Circle, Suite 1205 Coral Gables, FL 33134 8. "Premises" (section 1.1): Sketch and Legal Description 640 17- Street Miami Beach, FL 33139 as shown on Exhibit "A" 9. "Gross Rentable Area of Premises' fsechon 1.11: Approximately 39,000 square feel. 10. (Intentionally quitted) 11. (Intentionally Omitted) 12. (Intentionally Omitted) z DOwa Enwl6pa 10-T 9EFWB.2 4C3 BOBF-F7EF6MI,126 13. 'Permilled U09 0 e ises" jy_ta'on 3. 15, "Minimum Rent" (section 2 2)' Premises shall be used exclusively as a first class indoor pads[ Fatality (as defined in section 3.1), Initial Lease Term is nine (9) years and three hundred sixty-four (364) days from the earlier of; (i) Tenant securing a temporary CodlOcato of Occupancy or a hill Corlificate of Occupancy to operate the Premises: or (A) a date that is eighteen (18) months from the Date of Lease Execution (the `Expiration Date'). "Estimated Completion Dale" for Tenant's Work is elghtoon (18) montrw fnsn the Data of Lease Execution, "Rent Commencement Date": the sortie, of (I) file date on which Tenant secures a temporary Certificate of Occupancy or a full Certificate of Occupancy; or (it) a date that is wolean (18) months from the Date of Lease Execution. ANNUALMONTHLY MONTHS PAYMENT (P_L_US SALES TAX) Lease Year 1 - from Rent Commencement $200,000.001$16,666.00 Date plus the following Iwolve plus sales lax (12) full months Lease Year 2 and of Term See Note (•) Commencing on the first day of the second Lease Year, and at Ilse beginning of each succeeding Lease Year thereafter during the Term of the Lease (a Lease Year. as defined in section 2A), the Minimum Rent shall be increased annually in Increments of three percent (3%). 16. P r • n aan Rental Deaden 2 3I: The product of (i) three percent (3%) and (it) be Gross Receipts that ascend Four Million Five Hundred Thousand and No/100 Dollars ($4,500.00D.00) ovary talentlnr year during the Tom of the Lease. 17 Prepaid Rent section 22f. $16,661,U0, due upon execution of Lease; to be applied to Brat full month of Minimum Rent due. 18, $eaarl1j DjftPst $50,000.00 (due upon execution of Lease) 10, Property Taxes (section RA) 100%of Real Estate Ad -Valorem Taxes assessed against the Promises or as a direct result of Tenant'a operations. I \. D Wun Enelope ID: MI)EF03B-2E02408803FfMF005112a 20. Comprehensive General Liability Insurance (section 9.1)* 21. Trade Name (section 3 11: 22. QrgJr rg�g� e t n 1 l21: 23. urs of Operation (section 3 51: 24. Nun-Rafun fable Conlrib l-kt 1_ 25. Pnblic Bonefils (_ 'c VII): $1,000,000.DO par ocarmnco; 52,000,0(I(1.00 general aggregate; 52,000,000.00 umbrella pnflcy Pagel X Miami Beach Nona The Hours of Operation shall be daily 7 AM until 11:00 PM. Any change to the Hours of Operation shaft be subject to Ih prior written approval o(Ihe City Manager. A one-firne, non-rolundeble contribution ('Tana, Contribution") In the amount of $200.000.00, due within tv (5) business days from Tenant securing the master bulldin permit for the construction rat the Fedlty. Once psi, Tenant's Contribution Is non-refundable. $50,000.00 per year in -kind contribution, commencing on Ih data the Facility opens to the public for use. Lim Wwsgn Env pe ID'. 2A9EF038-2E62638-MBF-F7EF6A051426 lli.�NV,�AX7 G/ 2Z6 o THIS LEASE GREEMENT (the "lease"), dated the le— day of ^ 2025, is mado belweon the City of Miami Saudi, Florida, a Florida municipal corporation, in its proprietary capacity (the "City" or "Landlord"), and Miami Bead% Racquot Club, LLC, a Florida limited liability company (the'Teoant'). RECITALS: WHEREAS, the Gly, in its pmKimi capacity, is the We simple owner of a live (5) story parking garage, identified by the City as due "G5" parking garage, Containing 1440 parking spaces (The "Garago") and located at 640 17° 131mot, Miami Baaeh, R 33139 (Ihe'City's Property'); and WHEREAS, an Fobruary 28, 2025, the Gill issued a Requeel for Proposals No. 2025-218-ND, for the Construdion, Management, and Operation of a Padel Facilely on Parking Gauge Ratllop Adjacent to Lincoln Lane North (the "RFP"), and WHEREAS, on June 25. 2026, the Mayor and City Commission accepted the reconmoneallon of the City Manager pursuant to the HFP and authorized the city administration to enter into negotiations with the Tenant, as the most qualried proposer pursuant to the RFP, for the padel faollity at the rooftop of the Garage, and further required that the final negotiated agreement be subject to the prior approval of the Mayor and (illy Commission; and WHEREAS, on Juno 25, 2025, the Mayor and City Commisson adopted Resolution Number 2025-33784, authorizing the City to negotiate an agreement with Racgma Property Company, I.1-C. as the top -ranked proposer for Option B; and WHEREAS, on Seplemlor 17, 2025, the Mayor and City Commission adopted Resolution Number 2025-33906, approving this Lease in substantial form, and following successful negotiations, authorizing the City Manager and City Clerk to execute INS Lease; and WHEREAS, in the eveul of a conflict between this Lease, the RFP and Terunl's proposal in response to the RFP (the "Proposal"), the following crow of precedent shall prevail: this Lease; the RFP; and the Proposal; and WHEREAS, the City intends to submit the Coy 4 Property to a coNlwninium fo n of ownership (the "Condounniunr') plmsuanl to a recorded Dedaratiot of Condominium, designating Ilre Premises as a separate condominium unit separate from the remainder of the Garage, and once the condominiumization process Iras been completed, the Gty and Townt agren to execute an amendment to this Lease, moddyng the dewcrylon of the Premises consistent with the recorded Dcclaraaai of Condole nirxn. NOW, THEREFORE, in consideration of the mulual covenants contained herein and other good and valuable ennsidemlion, Ito receipt and sufficiency of which are hereuy acknowledged, the City, as Landlord. and 1 enant hereby agree as follows. Oixuxi n Envelope Ie: 2ABE O0 E624I BOBFF7EFGAo5142O The above recitals pre true and correct and am Incorporated as pan of this Lease. ARTICLE 1, TERM. 1,1 Term, (A) In consideration of the performance by Tenant of its obligations under this Lease, Landlord leases to Tonsil, and Tenant leases from Landlord. for the T arm, a portlon of the roollop of the Garage ("Promises"), A site plan shoving the location of the Premises within the Garage is attached hereto and mnde a pad hereof as Exhibit'X' The gross rentable area or Ito Premises is shown on the Lease Summary. The Premises does nor extend beyond the footprint of the Premises. (B) The "I elm" of the lease is the period from the Rent Commencement Data as specified In the I. ease Summary, through the Expiration Date, as specified in the Lease Summary (C) Termina0on Righ_Isw to Conslruclicr of Facility. In the event that Tenant is unable to secure the regWsite approvals, Including the master building permit for the construction of the Facility improvements. within one (1) year from the Dale of Lease Execution. Tenant or Landlord may terminate the Lease upon written notice to the other party. In the event that file Leese is terminated under this Subsection (C), then 1 andlom shall return to Tenant the Prepaid Rent, in the onounl of $16,667DO, and the Securily Deposit, in the amount of W,000.00, within thirty (30) clays following termination of this Lease. 1.2. Landlords Work. Tenant acknowledges and agrees that It is accepting possession of the Premises in "as•is" "where Is" condition, and except as otherwise expressly set forth herein. Landlord has no obligation to improve, repair, restore, refurbish, or otherwise Incur any expense in improving or changing the condition of the Premises at any lime during the Term, ARTICLE it. RENT. 2.1 Covenant to Pay. Tenant shall pay to Landlord all sums due hereunder from time to time from the Rent Commencement Dale without prior demand, together with all applicable Floods sales fax thereon; however, unless otherwise provided in this Lease, payments other then Tenant's regular monthly payments of Minimum Rent shall be payable by Tenant to Lend ord within five (5) days following written demand. All rem or other charges that are required to be paid by Tenant to Landlord shell be payable at Landlord's address indicated on the lease Summary. Minimum Rent for any "Lease Year" consisting of less Ilion twelve (12) months shall be prorated on a per dfom basis, based upon a period of 3g5 days. "Lease Year" means the (waive (12) full calendar months commencing on the Rent Commencement Dale. Huwaver, the first Lease Year may contain mom than twelve (12) months, and the goal Lease Year may contain less than twelve (12) months due to expiration or sooner termination of the Term. Minimum Rent and any other payments due from Tshell to Landbrtl under this Lease ("Additional Rent"), shell be collectively marred to as *Rent' Tenant agrees that its covenant to pay Rent and all other sums under this Lease Is an Independent covenant and that all such amounts am payable without counterclaim, set-off, deduction, abatement, or reduction whatsoever, except as expressly provided for in this Lease 2.2 ininnl ltun Re (A) M,�mum Rent Subject to any "mikition which may bo provided ha in this Leese, T enanl shall pay ..Minimum Rent for the 1 arm In the initial amount specified In the Lease Summary, which, except for the first installment. shall be payable throughout Ilia Term in equal monthly installments in advance on the that day of each calendar month of each year of the Ts n, such monthly installments to be in the amounts (subjecl to escalation) specified in fix; Lease Summary. The Prepaid Rent shall be due within 0 qn Errer,x, I0',] 9EF03e-2E624C3 11OF-F7EFOAo51426 two (2) business day of the exanallon of (lie Leese by Landlord and Tenant, to le applied on the Rent Commoncament Dale In accordance with paragraph 17 of the Lease Summary The Minimum Rent described above shall he adjusted during the Tenn of this Lease as provided in paragraph 15 of the Lease Summary. (B) Non-Refurldeble Conifibution, The Teru l Contribution shall be paid in accorrlarWd with paragraph 2A of the Lease Summary. (C) All payments shalt be made pursuant to the instructions provided to Tenant from the City Manager's designee, in writing, which Initially will be via electronic payments. 2 3. PercontaneRan. Tenant agrees to pay to the City within one hundred twenty (120) days From the end of each calendar year an annual percentage fern ('PG') payment equal to Ina product of (1) three percent (3%) and (It) the amount of Gross Receipts of the Tenant that exceed Four Million Five I lurdred Thousand and No1100 Dollars ($4,500,000.00) for every calendar year during the Term of the Lease, payable within one hundred twenty (120) days from the and of each calendar year. Together with such payment, the I"anal shall provide to the Landlord an annual statement of Gross Receipts for such calendar year consistenl with the requirements in Section 2.9(C). Notwithstanding the foregoing, In connection with the Initial Utility Work and any additional approved Utility Work, as deeembed in Section 5.7. the Tenant shall be erdllled to deduct from the total sexual of PG due to the City for a given calendar year such expenses or costs before reniitling such amount to the Landlord. I he term "Gross Receipts" is understood to mean all income received by the 1 enanl Irom all sales made by Tenant of aewIces, foal beverages and merchandise, in, on or from the Premises (less returns and refunds) or otherwise related to or in connection with the Premises, excluding amounts of any Federal, State. or Cily sales tax, or other lax, governmental imposition, assessment, charge or expense of any kind, collected by the Terianl from customers and required by law to be remitted to the taxing of other governmental authority, Notwithstanding the foregoing, "Gross Receipts' shall not Include any of this followi% (A) gratuities to employees paid by Tenanl's palrons or customers (even if included in the check to the patron or cuslomer); (B) food and beverages saved to employees of Tenant at no coal; (C) food and beverages provided by way of promotions or promo checks, (D) a walkout (Le, a meal served but not paid tor); at IE) any approved Utility Work. 2.4 SBIes an Qqp Tex. Payment of any required Honda Stale Sales and Use lax shall be the responsibility of Tenant. Any payments due to Landlord flan Tenant shall iodude the required Florida Slate Sales and Use Tax, as If is Landlord's talent that II Is to receive all Rent payments due from the Tonanl as net of such Florida Slate Sales and Use Tax. 2.5 Intentionally Onottet 2.5 Rent Past Dck:. If any payment duo front Tenant smell be overdue more than five (6) business days, a late charge of live (5%) percent of the delinquent swn may be charged by Landlord. It a signFmelope to MEF039-2E624C3&WM-F2EF6R05142e any payment due horn Tenant shall remain overdue let more than fifteen (15) calendar days, an additional late charge In an amqunl equal to the leaser of the highest rate permitted by law or one and one-half percent If %%) per month (eighteen percent (18%) per annum) of the, delinquent amount may be charged by Landlord until paid. such charge to be computed for the entire period for which the amount is overdue and which shall be in addition to and nor in lieu of the five percent (5%) late charge or any chat remedy available to Landlord. 23 Security Dagger. Landlord acknowledges receipt of a security dupes;( in the amount specified on Ibe Lease Summary In be held by Landlurd, without any liability for interest thereon, as security for ate perlormance by Terranl of all Its obligations under this Leese. Landlord shell be entitled In commingle the secudty deposit with I andlnrrfs other funds. If "renanl defaults in any of Its eblrgoaons under this Lease beyond Its applicable grace or cure period, Landlord may at Its option, but without prejudice to any other rights which Landlord may haw, apply all or pad of the security deposit to compensate Landlord for any loss, damage, or expense sustained by Landlord as a result of such default If all or any pan of the security deposit is so applied, Tenant shall restore the security deposit to its original amount on written demand of Landlord, within Fort (10) days from the data of the written demand. If Tenant Is not in default or the Lease, as donned in Article K and Tenant is current on all rental payments with no memos past due, than Landlord shall return to Tenant the Security Deposit, In the amount of $50,000.00 within thiny(30) days following termination or expiration of this Lease. In the alternative to making a cash deposit, Tenant may secure a payment and performance bond, having the face wire of $50.000.00. subject to approval by the Clty Manager or City Manager's designee of Die fain of the bond. 2.8 Landlord's Llon. 10 secure the timely construction and installation of all improvements In the Premises by Tenant and to secure the payment of all Rent and other sums of money due and to become due hereunder and the faithful performance of this Lease by Tenant. Tenant hereby gives to Landlord an express first and prior contract lien and security interest on all property now or hereafter acquired (Including fixtures, equipment, chapels, and merchandise) which maybe placed in the Premises and also upon all proceeds of any insurance which may acenre to Tenant by reason of desbuclion of or damage to any such property. Such property shall not be removed therefrom without the written consent of Landlord until all arrearages in rental and other sums of money glen due to Landlord hereunder shall first have been paid; provided, Tenant may operate Its business in the ordinary ceumo and the removal 0(mercliandiss from the Premises by customers of Tenant shall not be a defaull under this sedkin. All exemption laws are hereby waived in favor of said lien and security interest Tits lien and security interest is given in addition to landlord's statutory lien and shall be cumulative thereto. Landlord shall, in addition to all of its rights hereunder, also have all of the rights and remedies of a secured party under pie Uniform Commercial Code as adopted in the Stele in which the Premises is located. T o the extent permitted by law, Iles Lease shall constitute a security agreement under Article 9 of the Florida Uniform Commercial Code 2.9 Inspection and Audrh Reoorls. (A) Tenant shall collect and maintain its financial records pertaining to as operations pursuant It, (file Lease in accordance will, generally acceptable accounting principles during Ills tams, and for a period of three (3) years following the expiration or termination of the Leese. Such records shall be open and available to the Landlord, as deemed necessary by Ole City Manager or City Manager's designee, upon toil (10) business days' written notice that the Landlord desires to review said records. Tenant shall maintain accumle receipt -printing cash registers or a like alternative which will record and show the revenue generated for every sale made or service provided Including, but not limited to, all fndel irrstnrclion; lessons and clinics; court rental fees; sales equipment rentals, pro shop sales; and the son and operation of food and I everage concessions. Tenant shell else maintain such other records as would be required by an Independent CPA in error to audit a statement of annual Gross Receipts and Docufgn Envelope 10:MEIEF03B-3E624C31-60BF{7EF6Ae51,126 profit and loss statement pursuant to generally accepted accounting principles, Tenant shall maintain its records relating to the operation of the Facility within Miami -Dade County, Florida. Tenant shell maintain a segregated accoum for its operations pursuant to this Lease. (B) The City Manager or City Manager's onignea shall be entitled to audit Tenant's records pertaining to Its operations during the Term as often as it dooms reasonably noceesery throughout the Term of this Lease, and within the three (3) year period following the expiration or termination of the Lease. The City shall be responsible for paying all costs associated with such audits, unless the audit(s) reveals a deficiency of five (5%) percent or more in Tenant's statement of gross receipts for arty year or years audited, In which case the Tenant shall pay to the City, within thirty (30) days of the audit being deemed final (as specified below), the coal of the audit and a sum equal to the amount of the deficiency revealed by the audit, plus interest; provided, however, the audit shall not be deemed final until Tenant has received the audit and has had a reasonable opportunity to review the audit and discuss the audit with the City. These audits are in addition to periodic audits by the City of Resort Tax collections and payments, which are performed separately. Nothing contained within this Section shall preclude the City's audit rights far Reaorf Tax collection purposes, (C) Tenant shall submit, within one hundred twenty (120) days from the and of each calendar year during the Term, an annual statement of Gross Receipts, in a form consislentmth generally accepted accounting principles. Additionally, such Statement shall be accompanied by a report from an independent CPA loan. (D) Resort Tenant shell submit quarterly reports to Landlord containing the following information: (1) Any repairs merle [a the Facility: (2) Report of Facility usage, which may include court usage, number of clinks, tournaments, and lessons provided; (3) Programmatic plan far the public benefits provided during the prior quarter and the amount of people served; (4) Programmatic plan for the public beneflla planned la the next ensuing quaver Landlord reserves the right to add or madly the dams required in Die monthly report, as Landlord deems necessary, in Its sole and reasonable dkcralion, in order to adequately monitor usage of the Facility and performance of the public benefits. 2.10 All Rent payments or other payments due hereunder shall be paid to ltx: City of Miami Beach at the following address: City of Miami Beach Finance Department clo Revenue Manager 1700 Convention Center Drive Miami Beach, Fbidda 33139 ARTICLE Ill. USE OF PREMISES. 3.1 Permitted Use: Public Paget Facility. Tenant shall be responsible for desiyrpng, permitting (Including, but not limited to, Design Review Board approva), cmhstfucting, managing, marketing, activating, operating, and maintaining a first-class padel lacilily [hut enhances the rocreallonal, leisure, and hoolth and wellness offerings of the I-incoln Road area fine "Facility"), subject to Tenant securing Docusgn Envelope ID'. 2A9EF03&2E624M"MF�7EF6A051429 the, approval of the City, in its proprietary capacity, and any applicable regulatory approvals Including, without limitation, approvals by all City regulatory departments and applicable boards and otter governmental agencies governing he use of the promises (collectively, 'Regulatory Approvals`) and compliance with applicable laws . This use shall include the operation of tell (10) premium fully covered arid climale-controlled padel courts; pro shop; lockor rooms/restooms; lounge; spectator ares; weiinass area; storage; food and beverage concession facilities (including the on -site sale and service of beer and wine, subod to obtaining and maintaining all necessary licenses, permits, and approvals) that do not infringe on Ilia City Ventling Contracts (as defined in subsection 6.4 herein); and as Tenant's office (he "Permitted Usee" ). Tenant's services in conneclbn with the Permitted Uses is incorporated herein by reference and attached hemto as Exhibit "B", subject to [he terms, conditions and limitations contained in this Lease. Other than the Permitted Uses, no other use, business, or services shall be conducted by Tenant at the Premises without the prior written consent of the City Manager. Tenant agrees, acknowledges, covenants, and represents to Landlord that the Garage is far the use by the public; that such public use is a prime consideration; and must be balanced accordingly with the earvicas to be provided by the Tenant, without restricting, or in any way limiting, the public access, nature, or ambiance of the Garage. Accordingly, Tenant agrees, acknowledges, covenants, and represents to City mat the public's right to use the Garage shall not be infringed upon by any activity of Tenant. Tenant hereby agrees, acknowledges, covenants, alai represents to Landlord that, during his term of this Agreement, subject to Section 12.1, it shall continually provide high -quality, first-class affordable pedal services, to serve line City's residents and visitors and to meet the demand of [he Clty's hotel and Lincoln Road community far this type of service throughout such To". The business of Tenant In the Promises shall be carried on under the name specified In the Lease Summary and under no other name unless approved by Landlord In writing. Tenant shall carry on Its business within the Premises in a reputable manner and shall not do, unit, permit, or suffer le be done or exist upon the Premises anything which shell result in a nuisance, hazard, or bring about a breech of any provision of this Lease or any applicable municipal or outer govemmantai law or regulation. or would otherwise be incensslent with the operation of similar upscale pedal facilities such as the Padel X Downtown Miami (Ads & Entertainment District), Facial X Boca Raton and Patel X Palm Beach (NORA District). 3.2 Compliance will) Laws. The Premises shall be used and occupied in a safe, careful, and proper manner an as not to contravene any present or future taws, rules, regulations, constitutions, orders, ordinances. charters, statutes, cedes, exaDudve orders, and requirements of any govemmentat autlwrldes having jurisdiction over the Promises or any street, road, avenue, or sidewalk sectioning g a pad of, or lying in front of, the Premises or any vault in or under (he Promises (including, withora limitation, any of the foregoing reading to handicapped access or parking, Ile local building axles, and file laws, rulas, regulatom% orders, ordinances, statutes, codes, and requirements of any applicable Fire Rating Bureau or other body exerclaing similar functions), the temporary and/or pamianenl cerliacele or certificates of occupancy Issued for the Premises as then In force, and any and all provisions and requirements of any property, casualty, or other insurance policy required to be cariec. by Tenant under this Lease. If due to Tenant's use of the Premises rapairs, improvements, or alteraboas are necessary to comply with any of the foregoing, Tenant shall pay the entire cost thereof. 10 Dorasen Envelope ID, 2ABEF03B-2E824C38-WBF-r1EF8A051428 3,3 Environmental provislpgs. (A) Tenant shall not knowingly nmurpumta Into, use, or uthaimin place or dispose of of the Promises or in the Facility (o( allow others to Incorporate Into, use, or otherwise place or dispose of at the Premises or In the Facility) any Hazardous Materials, as hereinafter defined, unless (i) such Hazardous Materiels are for use in the Ordinary course of business (i.e., as with office or cleaning supplies), (li) notice of and a copy or the current malarial safety data sheet is provided to Landlord for each such Hazardous Material (except for Hazardous Materials used by Tensnl In the ordinary course of business (i.e., as with office Or cleaning supplies), and (at) such materials are handled and disposed of in accordance with all applicable governmental laws, rules, and regulations. If Landlord or Tenant ever has knowledge of the presence in the Premises or the Facility of Hazardous Matedals which affect the Premises, such party shall notify the other thereof in wdbng promptly after obtaining such knowledge. For purposes of this Lease, "Hazardous Materials" shall mean. (a)pelmlerxn and its constituents; (b) radon gas, asteelos in any Ism which Is or could become friable, urea formaldehyde foam Insulation, transformers or other equipment which contain dielectric fluid containing levels of polychlorinated bipahenyls in excess of federal, state or local safety guidelines, whichever are more stringent; (c) any Substance, gas, material or chemical which Is or may hereafter be defined as or Included in the definition of "hazardous substances," "hazardous materials," "hazard" wastes; `pollutants or contaminants," "solid wastes," or words of similar import under any applicable governmental laws, rules, and regulations Including, but not limited to, the Comprehensive Enviromnanlal Response, Compensation and Liability Act, as amended, 42 U.S.C, § 9061 at seq.; the HazaWous Materials Transportation Act. as amended, 49 U S.C. § 1601, at seq.; the Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 6901, at seq.; the Federal Waor Pollution Control Act, as amended, 33 U.S.C. § 1261, at seq.; and Florida Statutes, Chapters 376 and 403; and (d) any other chemical, material, gas, or substance, the exposure to or relapse of which Is regulated by any governmental Or quasi -governmental entity havingjunsdlaUen over the Fadlftyathe chambers dx3reon (0) If Tenant or its affiliates, employees, agents, visitors, invitees, licensees, contractors, assignees or subtenants shall ever violate the provisions of subsection (a), above, then Tenant shall clean-up, remove, and dispose of the Hazardous Malarial reusing the violatxm, in compliance with all applicable governmental standards, laws, rules, and regulations and repair any damage to the Premises or Facility within such period of time as may be reasonable under the circumstances after written notice by Landlord, provided that such work shall commence noi later than thirty (30) days from such notes and be diligently and continuously cabled to completion by Tenant or Tenant's designated contractor. Tenant shag notify Landlord of its method, time, and Procedure for any clean-up or removal of Hazardous Materiels under into provision; and landlord shall have the right to require reasonable changes In such method, Lima, a' procedure a to require the same to be done after normal business hours or during periods of reduced parking demand for the faclty, Or as may reasonably be regcured for the protection of custamem or occupants of the Facility. (C) Notwithstanding any contrary provisions of this Lease, Tenant, agrees to defend, Indemnify, and hold harmless Landlord against any one all claims, costs, expenses, damages, liability, and the like, which Landlord may hereafter be liable for, sulfur, incur, or pay arising under any applicable environmental laws, rules, and regulations and resulting from or arising out of any breach of the covenants contained In this motion 3.3. or out of any ad, activity, or violation of any applicable environmental laws, rules, and regulations on the part of Tenant, its affiliates, employees, agents, visitors, invitees, licensees, contractors, assignees or subtenants, unless caused by the gross negligence or willful neglect of Landlord. Tenant's liability under this section 3.3 shall survive Ito expiration or any termination of this Lease. b,xuLyn Envelope Ie: 2A9EF0362Ee2-{03"OBFf EFSM5f426 foil-i�ei �iL (A) During the Term, Tenant shall conduct Its business in the Premises, at a minimum, on all days and during the Fours of Operation set forth in paragraph 23 of the Lease Sunmary, except during periods when the Garage Is closed rot parking by the public; closure during certain holidays, as may Do agreed upon by the Tenant and Landlord In writing; any other event for which Tenant requests and receives prior written approval from the City Manager; or during a force malaufe event ("Paamilled Closures'). In the event of a Permitted Closure, Tenant shall enst" that proper signege is placed on the Premises and advance notification Is provided to patrons. Tenant slmll open the wlwle of the Premises la business to the public, fully fixtmed, stocked, and staged in accordance Win the Lease Summary, unless otherwise approved in writing by Landlord, and shall continuously, actively, and diligently carry on the business specified in section 3.1 on fhe whole of the Premises during the Term, during such hours and upon such days as are herein required, except when prevented from doing so as a result of a Permitted Closure. Tenant ailknowlerlgas that Landlord a executing Ills Lease in reliance thereupon and that the some is a material clernenl inducing Landlord to execute this Lease. Tenant shall not keep or display any merchandise on or olhorwlse obstruct the common areas and shall not sell, advertise, wnducL or solicit business anywhere within the Garage other than in the Preni Totem shall ship and receive supplies, fixtures, equipment. Furnishings. wares, and merchandise only through the appropriate service and delivery facilities provided by Landlord; and shall not park Its trucks or other delivery vehicles or allow suppliers or others making deliveries to of receiving shipments From the Premises to park in Ito parking areas, except in those pans Fhareof as may from life to time be allocated by Landlord for such purpose. Tenant shall maintain available a substantial stock of goods, wares, and merchandise adequate to ensure, successful operation of Tanent's business and shall employ and maintain sales and other personnel sufficient at an limes for proper service to customers. (B) Landlord agrees to incorporate and maintain technology within the Garage that enables validation rights For Tenant's patrons, including functionally that allows validated patrons to avoid flat fees of surcharges during holidays, special events, or similar occasions; provided, however, that Tenant shall be responsible for reimbursing Landlord far any costs associated with securing and maintaining this technology. Tenant agrees to reimburse the City such expenses within five (5) days from recalpt of the invoice from Landlord. Landlord shall use commercially reasonable efforts to ensure OW access to life Garage ie available danng the Hours of Operation, except dump Permitted Closures. 3.5 Pro Iblad_U_sge. Notwithstanding any other provisions of this Lease, Tenant shall net use the Promises net permit them to be used for any of the following rasposes: (A) for the sale by Tori as its principal business purpose, of any merchandise which Tenant, in the course of Its normal business practice, ourchases at manufacturers' clearances or purchases of ends-ol-nuts, bankruptcy stock, seconds, or other similar merchandise; (B) for the sale of secondhand goods, war surplus articles, insurance salvage stock, fire sale stock, merchandise damaged by or held out to bo damaged by fire, except merchandise damaged by fire or smoke occurring In the Premises, and then only for thirty (30) days after the dale of any Such damage; (C) as an auction or lee market; (n) for a bankruptcy sale or goini-business sate or liquidation sale or any similar sale, unless Tenant is In fact in bankruptcy or Is going out of business or is in liquidation, in which case such sale shall Sol continue beyond thirty (30) days; (E) a business primarily used for an order office, mail older office, of catalogue sore; (F) as a business engaged III Intentionally deceptive or fraudulent adwrtiaing or selling practices or any other act or business practice wnlrary to horeat retail practices; (G) to offer or sell hookahs, cigarettes or CBO products; (H) Ion any unlawful purpose; (1) for living quarters or (J) for the operation of any offensive, noisy, or dangerous activity, nuisance, or anything against public policy. Tenant will conduct its operations so as to maintain a ressonably quiet last tranquil environment For the adjacent areas and make no public disturbances. Tenant shall ensure that no garbage Is thrown DpwFign Emakope W. 2MEF03&2E02AC3a-90aF 7EFeM51426 onto the sidewalks or other public spaces adjacent to the Premises and that la, Facility is kept in a sanitary condition, free of any stench of loul odors. Tenaol shall lake appropriate precautions to prevent fire at the Facility and Garage, maintaining existing fire detection devices and extinguishing equipment at all limes. Tenant will act permit the outside use of any Musical instrument or noise -making device at The Facility, which would be in violation of the Cllys Noise Ordinance, as same may be amended from time to time and any requirements of the Regulatory Approvals. The City Manager, in the City Manager's sole discretion, retains the right to prohibit outdoor music at the Premises stony lime. Pursuaol to Section 46-232 of the Code of the City of Miami Beech (the "City Carle"), Tenant shall not use gas powered leaf blowers In the malntenance of the Facility; however, battery and electric powered leaf bowers may be used within the City, consistent with the regulations set forth in section 46 152 of the City Code; providad that waste is not blown off of the rooftop of the Garage. In the event of any violation by Ilia Tenant or if Landlord or its authorized reprsentaGve shall deem any conduct on the pan of the Tenant to be objectionable or Improper, Tenant shall be deemed to be in default of this Agreement should Tenant fail to correct any such violation, conduct, of practice to the salisfacllon M Landlord within twenty-four (24) hours after receiving written notice of the nature and extent of such violation, conducl, or practice. 3.6 Hunicarre Evacuation Plan. The Hurricane Evacuation Plan will be implemented within 24-48 hours of issuance of a Hurricane Welch, ensuring full evacuation and facility shutdown no later then 12 hours before anticipated storm impact Securing activities (equipment, utililles, structural protections) will be executed within a 12-hour window, coordinated with the Clty's emergency management protocols. Upon approval of the final plans for the Premises, Tenant shall provide Ilia City with a detailed description of rile Humcarre Evacuation Plan, which shall be subject to approval by the Gty Manager or City Manager's designee. Tenant agrees to make any required modification to the Hurricane Evacuelkln Plan which is requested by the City. 3.7 Taxes Assasamenls. and Licenses. (A) Payment of Personal Propene Taxes' Sales Tax Reports Tenant shall pay, when due, all lazes attributable to the personal property, trade fixtures, business, occupancy, or sales of Tenant or any other approved occupant of the Premises and to Ilia use of the Premises by Tenant or such other approved occupant. (B) Tenant agrees and shall pay before delinquency all taxes (including but not limited to Resort Taxes) and assessments of any kind levind or assessed upon the Faclkly and/or on Tenant by reason of this Lease, or by mason of Tenant's business and/or operations at the Facility. (C) Procedure If Ad Valoem I axes Assessod. If ad valorem taxes are assessed against the Promises or any portion of the Garage by fcason of Tenant's business and/or operations thereon ("Real Estate Tax Bill"), Tenant shall be solely responsible for prompt and limely payment of same. In the event that Tenant does not pay such Real Estate Tax 810 before becoming delinquent, Landlord may pay the Real Estate Tax Bill and, upon landlord presenting Tenant with proof of said payment, tenant shall reimburse Landlord for said payment as Additional Rent within live (5) days from receipt of the bill. (D) Tenant shall also be solely responsible (at Its sole cast and expense) for obtaining and Maintaining current any applicable business tax receipts required by law Is, the Pemwlled Uses; and licenses or permits, as required for Tenant's operations. including ensuing that any approved II Docusgn Envelope Ip. 2A 1`030411624M"WF- EFBMSUX subrwnbsdors have wooed the necessary licenses and permits. 3.8 $Jg0-4- Tenant, at 1ens1ll'9 expense, shell erect and maintain Idenghcation signage upon the stmef ent of the Premises. The design and specification of such signage (Including camera-ready artwork) shall be submitted for the prior approval of the City Manager or Clly Managers designee and any other required governmental approvals. Tenant shall have Me right to install and maintain Tenant's trade name with a logo look up of the Padel X logo and the City's logo "Join( Logo') ml all exterior walls of the Premises. Except with the prim written consent of Landlord, Tenant shall not otherwise erect, install, display, mach w, paml, or affix any signs, lettering, or adverisirg medium upon or above any exterior pottion of the Premises or In or on Tenant's improvements 3.9 Special Events/Sparrsorshim/Promotkms. (A) Termnl'a Permitted Uses contemplates the production, promotion, or spunsorship by the Tenant of padel related special events at the Facility. For ptrlwse of fhs subsection (A) only, Tonanl's 'Special Event" shall mean any event in which Tenant shall dedicate, and close to the general public, 50% or more of the Facility's courts. Tenant shall be permitted to hold up to thirty (30) days of Special Events in any calendar year, subject to complying with the Citys Special Events Permit Requirements and Guidelines ("Approved Special Event Days"). For any use, oMer than those provided for in this Loess, a Special Events Permit may be required, and if required, shall be obtained through the City's Tourism and Culture Department. The prim written aulbodutation of the City Manager or the City Manager's desiones must ha obtained for any such Spacial Event. The Cilv Administration shall evaluate requests for Special Events Permits on a case by case basis, In accordance with the Cily's Special Event Permit Requirements and Guidelines, as may be amended from time to time, which Special Event Permit Requirements and Guidelines, among other requirements, limits activations to a period not to exceed four (4) consocufive or rive (5) nommnseculwe days per pemal. (B) Sponsorships. The City reserves unto itself all present and future rights to negotiate all terms of ondorsoment and/or sponsorship agreements based on the marketing value of any City trademark, properly, brand. logo and/or reputation. Any antl all benef is derived from an endorsemanl and/or sponsorship agreement based on the marketing value of a City of Miami Beach trademark property, brand, logo and/or reputation, shall baking exclusively to the City. Tenant shall be specifically prohlbilod from entering into, or otherwise creating any, slienumships and/or endomarrants with third parties which are based solely or in any pad on the marketing value of a City trademark, property, brand, logo ands reputation. It Is further acknowledged that the name, likeness, equipment, concepts, logos, designs and other intellectual properly rights of Tana A shag remain In the exckreive possession and central of Tananl at all times; provided. however, the Tenant hereby grants City an Irrevocable license to use any Tenant trademark, brand, and/or logo, for purposes of the City's promotion of the programs and services provided at the Premises and including, without limitation, the right to use such Irademarks, brand, and/or logo in all media (for such public, marketing purposes). (C) hb AOAliinalNronol'onal AUAWnce. (1) N2 Advertisilw. Tenant understands that City of Miami Beach regulations slricdy prohibit Tenant from advertising an Any part of the Premises or improvements within the Premises which may be visible by me public from the exterior of the Garage, and expressly agrees not to conduct any advertising hereunder unless expressly approved in wrong by the City, in the City's sole and absolute discrellon. (2) 141arkegrwlPrentoggnal i5t81hef Tenant and Landlord agree to work together to create a Joint Logo, which may be used to brand and market Miami Beach merchandise. Also, Tenant I't poareyn Envelope 0.. 2AaEF0n6-2EQi C3160131`-MFW51425 agrees to promole the "City of Miami Beach' brand in cunnacliun with its merchandising and other promotional malerials. The Joint Logn may only be used by the Tenant in connection with this Lease and upon the City Manager's request or expiration or termination of the Lease, use of the Joint Logo shall Wass to be used by Tenant on the Premises or otherwise. The Joint Logo shall remain the properly of the City and may be used by the Cily in connection with any other pastel operation. Further, at the sole option and discretion of the City Manager, the City may place a link to any weasge maintained by Tenant, including links for users to reach Tenant andfor learn more inlorros ial about the programs and services offered at the Facility. Tenant agrees to place a ink for [be City of Miami Beach on its wabsite to Inform users of the Fa of lily. At the City's written request. Tenant shall remove the link or any reference to the Miami Beach Facility. Both the City and T e n a n t agree to make good faith efforts to promote the use of the Facility within the City of Miami Beach order the terms of this Lease. Any placement of advertiselrlenl or other [on of promotion of the Fact including the location of the Facility, shad be subject to the prior written approval of the City Manager or City Manager's designee, Any print materials prepared by the Tenant for use of the Facility including, without imitation, marketing materials or stationary, shall require the approval of the City Manager's designee poor to printing. Materials must include the City design etioN logo and appropriate ADA (Americans with Disabilities Act) discialnler 3.10 Heavy Articles. Tenant shall not place in or move about the Premises without Landlord's prior written consent any safe or other heavy article which in Landlord's reasonable opinion may damage the Premises or exceed the bad bearing limits of the Prmnises or Garage, and Landlord may designate the location of any such heavy articles in the Premises. 3.11 Bicycles Animals. Tenant shall not bring any animals or birds into the Premises and shall not permit bicycles or other vehicles inside the Promises except In areas designated from time to time by Landlord In writing for such purposes. 3.12. Deliveries. Tenant shall ensure that deliveries M supplies, fixtures, equipment, furnishings. wares, and merchandise to the Premises are made through such aneances, elevators, and corridors and at such times as may frml time to lime be designated by Landlord In writing and shall promptly pay or cause In be paid to Landlord the cost of repairing any domage in the Garage caused by any person making ielpropor deliveries to Tenant. 3.13 Obstry�tions. Tenant shad rot obstruct or place anything in or on the sidewalks or driveways outside the Garage or in the lobbies, condors, stairwells, or other common areas, or use such locations for any purpose except access to and exit from the Premises without Landlord's prior written consent. Landlord may remove at Tenant's expense any such obstruction or thing caused or placed by Tenant (and unauthorized by Landlord) without notice or obligation to Tenant. 3.14 Pest Confrol. In order to maintain satisfactory and uniform peal central throughout the Garage, Tenant shall engage for its own Promises and at its sots cost, a qualified pest extermination Tenant rather designated or app nvad by Landlord, who shall perform pest control and exterminatiun services in the Premises at such intervals as reasonably required or as may be directed by Landlord.. RTICLE IV. EMPLOYEES AND INDEPENDE_ I�OP(TRACTpR5 4.1 In connection with its operations, Tenant may hire Personnel (as defined herein) who will be the Personnel of Its Tenant and not of the City, and who will be subject to a background Check Process, as set forth In Section 4.5, at the expense of the Tenant Tenant stall provide an adequate number of Personnel and man-hours in order to operate its business. a apn Envelope ID: 2AQEF03a-2E624C0& VT7EFW!u426 4.2 The Tenant and Personnel must demonstrals knowledge and experience in radial Instruction and related aclh4ties, facility management, padel court maintenance and related activities 4.3 Tenant's Personnel shell wear clean Appropriate apparel to include uniformaMame legs, such lmt Facility patrons can easily identify Tenant and Its Personnel. 4.4 The Tenant shall hue Personnel to work In its operation who are neat, clean, qualified and efficient and shall comport themselves In a professional and courteous manner and be in conformity with the City's Customer Service standards, as set forth in the attached Exhibit "o". If the City deems II appropriate and remits written Instructions to the Tenant, the Tenant and Its Personnel may be required to attend Customer Service training as conducted by the City. "rhe Tenant and Any Personnel hired by some shall comply with me pre -employment requirements and standards ns established by the (try of Miami Beach's Human Resources Department. If Tenant materially falls to comply with these provisions, the City may send written notice of default. The Tenant shall have an experienced manager or managers overseoing the Facility and related operations at all times the Facility Is open to the general public.. 4.5 Personnel Background Checks. Tenant shall comply with the requirements of Sections 1012.32 and 1012.465, Florida Statutes, requiring that only (hose employees who have successfully passed the background screening required by the referenced statutes, and who meet the standards established by the statutes, be allowed access to the Facility and/or allowed to perform services under this Lease. This requirement shall also extend to all Tenant representatives, agents, independent 'contractors, sub -contractors, or volunteers (such employees, representatives, agents, independent Tartarus, sub -contractors, or volunteers of Tenant shall be collectively referred to herein as "Personnel") performing duties under this Lease. Tenant must provide a list of Personnel working at Hie Facility upon the commencement dale of each Lease Year. Tlx: Personnel shall undergo the aferestated background screening and a drug screening, as well as a credit history check for Rase positions that require the handling of money (collectively, referred to herein as `Background Clieck Process') prim to entering the Facility to begin employment. The Background Check Process will be the responsibility of the Tenant and Tenant or such Personnel undergoing the Background Check Process will bear the coat of acquiring the required Background Check Process, and any fee Imposed by the Florida Department of Law Enforosment b maintain the records related to the background screening provided with respect to Tenant and Its Personnel. A ilsling of Personnel who have cleared the backgrounding process must be submitted to the City when requested. The Personnel shall not be permitted to work at the Facility until such time as the Background Check Prom" has been completed and the City has cleared the Personnel to work under this Lease. If any Personnel is away from the job for a period of 45 or more days, lie City will require a now, Beckground Check Process. The City and Tenant agree and acknowledge that the failure of Tenant to perform any of the duties described in subsection shall constitute a material branch of this Lease, for which the City reserves the right to terminate immediately and without further liability to the City. Tenant agrees to Indemnity defend and hold harmless the Cdy, its officers and employees hors any liability in the form of physical of mental injury, death or property damage resulting from Tenant's failure to comply with the requirements of this subsection, or Section 1012.32 and 1012465, Florida SlAlules, reliant agrees to require al of Its Personnel to notify the Tenant and the City of any arrest(s) or rgnvirtion(s) or any offense within 24 mum of its occurrence. Tenant further agrees to Immediately badly Dom*n Envelope ID: M EFNB.2E624C 60131`F1EFGM51426 lite City upon becurnhg aware Ural ups of ils Psrsmnlel, wind was previously uerlifiod as complefiug the Background Deck Process, is subsequently arrested, at convicted of any disqualifying offerso. Failure by Tenant to notify the City of such arrest or conviction within 24 boom of being put on notice shall constitute a material breach of this Agreement entitling the City to terminate this Lease immedlatoly, without further liability to the City, following ton (10) days written heads to Tenant and Tenant failing to cure this default, without any additional cure period Wing applicable. ARTICLE V. INITIAI. CONS T CDO N A_&i INTENANCE REPAIRS AND ALTERATIONS. 5,1. Tanem's Construdilion Obligations. (A) Subject to the provisions hereof, Tenant shall, at its solo expense, design, secure permits (Including Design Review Board ('DRR") approval) and cause the construction and installation of all Improvements to the Promises, as nncesemy to be fully functional for Its intended purpose (such improvements being referred to herein as "Tenant's Work"), in accordance with the terms and conditions of Ile P.Sonew Agreement and Work Letter attached hereto as Exhibit "E". This includes addressing required systems such as lighting, sanitation, and seed (as needed), as well as ensuring compliance with all building and safely codes (including life safety). Additionally, the ORB approval order or the City Manager's proprfe iry approval may require caftain safely features for the project, which may include a Fence with a minimum of Gin height and 6' away [rare Via sage; and/or a net with a height of a minimum of to 12'. (B) 1ENANT's project plan/schedule for panelling and construcling the Facillty is Incorporated herein by reference and attached hereto as Exhibit "F", (C) Tenant shall not alter the existing fire alarm system in the Promises or the Garage. Tenant's Plans shall include detailed drawings and specifications for the design and inslallabon of Tenant's fire alarm (arid security) systems) for the Premises. Such system(s) shall meet all appropriate building code requirements, and the fee alarm system shall, at Tenant's expense, be integrated into the City's Ilre alarm system for the Garage. (The City is riot required to provide any security system.) The City's electrical contractor and/or fire storm contractor shall, at Tenors's expense, make all final connections between Tenant's and the City's fire alarm systems. Tenant shall insure that all work performed our the fee alarm system shall be coordinated at the job silo with the City's representative. (0) The above requirements for submission of plans and the use of spectra contractors shall not apply to Improvenents, maintenance or repairs which do red exceed $5,000 00, provided that the work is not structural. and provided that t is permitted by applicable law. (E) Tenant acknowledges that the building plans for the Garage are exempt from public, disclosure phasuant to Section 119.071(3)(b). Florida Statulas and shall maintain such records confidential. Tenant may share said records only with the contractor, architects, and engineers engaged for the project, provided that to construction contract antl any other related design agreements require the contractor, architects, and engineers to maintain firs confidentiality of these records in the same manner 6.2 Maintenance antl Repairs by Landlord It is hereby acknowledged and agreed that the City shall maintain and repair the foundations and all structural components of IW Garage. Teltant will notify it writing of any necessary repairs that are the obligation of the City. The City shall not be responsible for any damages caused to Tenant by reason of failure of any equipment or facilities serving the Premises or delays in the performance of any work for which the City is responsible to per pursuant ID this Lease. Notwithstanding any other provisions of this Lease, It any pan of the Promises is damaged or destroyed or requires repair, replacement, or alteration as a result of the ad or omission of 17 eocusipn Enwdoys to: MQEFO5&SE624CM-BOEF-F7EF6AO51436 Tenant, its employees, agents, Invite%, customem, licensees, or contractors, or a6 a result of Tenant's operations, the City shall have the right to perform same and the cost of such repairs, replacement, or alterations shall be paid by Tenant to the City upon wit demand as Additional Rent In addition, if, In an emergency, it shall become necessary to make promptly any repairs or replacements required to be made by Tenant, the City may re-enter the Promises and proceed forthwith to have the napalm or replacements made and pay the cosy thereof. Upon written demand. Tenant stall reimburse the City lot the coal of making the repairs as Additional Rent The City shall exercise Its rights under this section In a manner so as to minimize any disruption or Intederence with the operation of Tenant's business and properly 5.3 ,�tatnt nonce and Repairs by Tenant. Tenant shall, at its sole cast, repair and maintain the Premises, all to a standard consistent with a first class padel facility, with the exception of base building, general mechanical for the entire Garage, general electrical systems for the entire Garage, and foundation of Garage, which are the obligation of the City. The City of Miami Basch Is a cossal area and Tenant acknowledges that frequent maintenance will be required to maintain the Facility as a first class partial operation, including the exterior of tiro Premises, all of which shall be maintained in like -new condition, which shall mean, clear, free of foul odor, painted (paint not faded), Iran of rust. tree of stretches and dents, free of graffiti or damage, mot worn or lacking luster throughout the Term. Without limiting the generality of the loregomg, Tenant Is specifically required to maintain and make rapiers to (I) the podion of any pipes, lines, ducts, vares, or conduits contained within the Premises Inducing, without limitation, Interior plumbing and electrical installations, (it.) windows, plate glass, doors, and any fixtures or appurtenances composed of glass (including, without limitation, interior and exterior washing of windows and plate glass and the installation of hurricane shulters, if provided by the Landlord); (III) Tenant's sign; (w) any healing or air conditioning equipment serving the Premises ("HVAC") (which shall include, without limitation, a preventive maintenance HVAC service contract. Such service contract shall include, without limitation, preventive HVAC mntmers nce no less then monthly) and a copy of such service contract will be provided to the City, and (v) [lie Premises or the Garage when repairs k1 the same are necessitated by any act or omission of Tenant, or the failure of Tenant to perform its obligations under this Lease. All repair and msinterrance performed by Tenant In the Premises shall be performed by Tenants a workmen designated or approved by the City, which approval shall not be unreasonably withheld or delayed. Tenant shall also furnish, maintain, and replace all electric light bulbs, tubes, and tube casings localed within or serving the Premises and Tenant's signege, all at Tenant's sale cost aid expense. Any repairs or improvements to the Fatally required as a result of Tenant's operations shall be Tenant's responsibility, Including repairs caused by third purges, but excuding any repairs ceased solely by the City's own gross negligence or willful neglect. 5A Approval of Tenent's Allerations. Unless otherwise provided herein, no alterations (Including, without limitation, impmvenanls, additions, or modifications to the Promises) shall be made by Tenant to the Premises wigaut the City's prior wrillen approval, which may be withheld In the City's sole discretion. Any alterations by Tenant stall be perionned at the sole cost of Tenant, by contractors and workmen approved by the City. which approval shall not be unreasonably withhold or delayed, and performed In a good and wodcmenfike manner, in accordance with all applicable laws and regulations. 5.5 Removal of Imaovenlenls and Fixtures. (A) At the expiration or earlier termination of this Lease, all of Tenant's Work, indudmg attached leasehold improvements and altached fixtures (other than unattached, movable It fixtures which can be removed without damage to the Premises) (the "Conslmded Partial Improvements') shall be removed by Tenant, at Tenant's sole cost and expense, unless Landlord, In writing, authorizes such Constructed Padel Improvements to remain, and shall neatens the Premises to the same Itnlsll and condition which existed as of the Date of Lease Execution. Any damage to the existing finishes of the Premises or Garage shell be patched aml repaired by Tenant, at Its expense, and all such work shall be in] e ivign Enveli In'AAEF03&2E02-4CII"OaFfiEFIA05U2a dons to the City's reasonable satisfaction ("Restoration Work'). II any of live Restoration Work roes riot match the original surface of the roof -lop of the Garage as of the Date of Lease Execution. then M the City Managers option, the entire surface of the roof -lop of the Garage shall be restored at Tenant's expense. Tenant agrees to Indemnify and hold harmless the City, its agents, avid employees from and against any and all costs, expenses, damage, loss, or liability, Including, but not Iimlled to, reasonable attorneys' fees and costs, which arise OW of, is occasioned by, or Is in any way attributable to Ilse build - out of The Premises or any subsequent improvements or alterations by Tenant pursuant to [[its Lease. Tenant, at its expense, shall be responsible for the maintenance, repair, and replacement of any and all Constructed Pndel Improvements. (8) Tenant may, during the [arm, in Ina usual course of its business, remove Its trade fixtures, provided that Tenant Is not in default under this Lease and sufficient trade fixtures remain to operate the Premfsos; and Tenant shall, at the expiration or earlier termination of the Tom (only n requested of the City), at its sole cost, remove such leasehold improvements and trade fixtures in the Premises. Tenant shall, at its own expense, repair any damage caused to the Premises and Garage by such removal, If the City Manager has requested In writing that Tenant remove the loosened improvements andror bade fixtures and Tenant does hot remove them at the expiration, a It requested by the City in writing, upon an earlier larmination of the Term, the leasehold improvements and trade fixtures may also, at the option of the City, become the property of the City and may be removed from the Premises and sold a disposed of by the City in such manner as it deems advisable without any accounting to Tenant. Additionally, 0 the City Manager has requested that Tenant remove the leasehold Improvements and trade fixtures and Tenant falls to remove same, Tortoni shall be responsible for any costs incurred by the City in connection with the removal of the leasehold improvements and trade fixtures left behind. 5.6 Liens. Tenant shall promptly pay for all materials supplied and work does in respect of the Premises by, through, or under Tenant so as to ensure that no lien Is recorded against any portion of the Premises or Garage W against the City's or Tenant's interest in the Premises or Garage, as applicable. If a lien Is so recorded, Tenant shall discharge It promptly by payment or holding. If any such lien against the Premises a Garage or against the City's or Tenant's interest In the Premises of Garage, as applicable. the City shall have the right to remove such lien by bonding or payment and the cost thereof shall be paid immediately upon ten (10) days written route from City to the Tenaol. The City and Tenant expressly agree and acknowledge Venal no interest of the City in the Premises Or the Garage shall be subject to any lien ro, improvements node by Termul in or rot tla Premises, and the City shell not be liable for any lien for any improvements made by Tenant, such liability being expressly prohibited by the terms of this Lease. In accordance with applicable laws of lira State of Florida, Landlord has filed in the public records of Miami -Dade County, Florida, a public notice containing a true and correct copy of this paragraph, and Tenant hereby agrees to inform all contractors and material suppliers performing work In or for or supplying materials to the Premises of the existence of said notice, 5.7Wild! Tenant shall be responsible, at its sole will and expense, to provide any aril all appropriate utilities connection points to the Premises sufficient to allow Tenant to use the Premises for the Permitted Uses ('Utility Work'). For the avoidance of doubt, such Utility Work shall include, without limitation, water, sewer, and electricity, Tenant shall be reimbursed [of fits outs associated with suds Utility Work as set forth in Section 2.3. Tenant shall provide Landlord with three (3) estimates of the Utility Work for approval by the City Manager, in the City Manager's sole discretion. The City Manager may Opt to approve one of life three Tenant estimates or opt to have the City perform the Utility Work, in which was no reductions to the City's PG payments would apply under Sachet 2;3. Tenant shall pay to Landlord, or as Landlord directs, all gas, electricity, water, sewer, cable, fresh, pest control and other utility charges applicable to the Premises, as separately restated, Tenant Shall, at its owl cost, install, maintain and repair, as required, its electrical meter for the Premises. In addition, Tenant's elaedrieal equipment and lighting shall be restricted to that equipment and lighting which Individually does not have 19 eocu9pn Envelope to 2MEF0M4E624ca6-BOBFF7EFW5142e a rated rApacily and/or design load greater than Ilia retail capacity and/or design bad of the Facility. 11, after completion of the Constructed Pedal Improvements, Tenant's consumpllon of electrical services exceeds either the rated capacity and/or design load of the Facility, then Tenant, at its sole cost and expense (without reimbursement trader Section 2.3), shall remove the equipment and/or Oghling to achieve compliance within Iwenly(20) days after receiving written notice from Landlord, or such equipment and/or lighting may remain in the Premises, so long as Tenant shall pay for all costs of Instatla6on and maintenance of submeters, wiring, air-mndlGoning, and other Home required by Landkird, in Landlord's reasonable discretion, to accommodate Tenant's excess design loads and capacities. Except with respect to Tenant's maintenance responsibilities as set forth in Section 5.3, and notwithstanding anything herein to the contrary, if, after completion of the Constructed Padel Improvements, Tenant believes, in its reasonable discretion, that the utilities of the Roofless require an upgrade to accommodate Tonanl's Permitted Uses, as may be approved by Landlord in accordance wllh the provisions in Section 5,4 as additional Utility Work, then Tenant shall incur the coal or expense of such upgrade without being reimbursed for those mats as set forth In Section 2.3 5.8 Orderly Operation. (A) The Tenant shall hays a neat and elderly operation, consistent with a first class pager facility and at all times and shall be solely responsible for all costs in connection will the maintenance of the equipment clean, fully functional, free of damage, in accordance with the manufacturer's specifications and maintenance requirements, the costs in connection with Ilia upkeep of the Wet courts, and the necessary janitorial 6ervkos for the Facility including, without (Imitation the following (1) Electric Blowers (2) HotiWeter/Pressure Washing (3) Trash cans with Rollers (4) Brooms and Pens (5) Court materials (6) Benches (7) Umbrellas (8) Outdoor Furniture (9) Indoor Furniture (10) Televisions 11) Ball Caddies (12) Racquets (13) Balls (14) Computers (15) Phones (16) Office Supplies (17) Janitorial Supplies With respect to the janitorial services for Ilia Facility to include bathroom supplies at interior balhroorns. Upon wriflen request, the Tenant shall provide the City Manager's designee with a list of all cleaning solvents, solutions, agents, chemicals, detergents, and any other fluids or materials used in the provision of the maintenance services, and their corresponding OSHA Malarial Safety Data Sheets, where applicable. (B) Courts and Related Facililtes Maintenance Standards. The parties herein acknowledge, and Tenant agrees to ensure the Facility Is property and effectively maintained adhering to widely and commonly used for a find class padel Good Maintenance Standards, as well as the Extremely Clean standards set Iodh in the City's cleanliness index, attached hereto as Exhibit "G" (collectively, file 'Maintenance Standards"). It Is further understood that upon the within request of the City, Tommil shell periodically, or upon the City's wmlen request, provide the City Manager nr his designee, with a zn Dory¢ign Envelope to 2ABEN393E9241C31H ODF-PEF8AQ6142a rnainlenance report 41 a formal approved by the City (C) gecVqjjlLg_L1dm_Gqrbana and Oebns Ronfoval. Willi respect to recycling, filter, garbage and debris removal, the Tenant shall provide, at its sole cost and expense, receptacles within the confines of Ube Facility and shall provide a sufficient number of these receptacles for Its own use and for the use of the public. Disposal of the contents of said receptacles and removal of filter, garbage and debris wilhln the Facility as well as recycling (collectively refened to herein as 'Waste Removal Procedures'), shall be done on a daily basis, and shall be the sole cost and responsibility of the Tenant. Notwithstanding the foregoing, the Tenant shall be pennitlea to utilize the City's Waste Removal Procedures, which the City is currently receiving at the Garage, as an in -kind service ("In -Kind Service'), at no additional cost to Tenant. Should ilia current In -Kind Service terminate at any lime during the Tenn of this AgreamcM or should Tonahl's use exceed llw current In -Kind Service being provided at the Facility, Tenant shall be respabsibte for securing and paying for separate andfor additional Waste Removal Procedures, which may include, without limitallon, routine bulk trash pick-ups and labor costs associated therewith. The dumping or disposal of any refuse, discards, trash or garbage, generated by, or as a result of the operations on the Facility, into any of the Miami Beach bash raceptaclas located in or around the remainder of the Garage or Lincoln Road, by ilia Tenant (including its staff and employees), shell be silicify prohibited unless previously agreed to by the City Manager or City Manager's designee. Since Tenant will have a food and beverage service, Tenant Is also required to clean up any garbage generated by its operations, even it II spills over Into the other portions of the Garage or public sidewalks adjacent to the Garage. 5.9 Insoec' n. The Tenant agrees that the Facility and all amenibes, equipment, and operations thereon may be impacted at arty time during Hours of Operation by the City Manager or his/her designee to ensure compliance with this Lease and applicable law, or by any other Municipal, County, Slate officer, or agency having responsibilities for inspections of such operations. Upon reasonable whiten notme, not less final 24 hours (but no notice is required in emergencies), Tenant shall provide the City with access to the Premises w make such repairs, alterations, or Improvements thereto as Landlord considers necessary or reasonably desirable; to have access to underfloor facilities and access panels to mechanical slags and to check, calibrate, adjust, and balance controls and other parts of the heating, air conditioning, ventilating, and climate control systems. The City reserves to itself (and others acting on behalf of the City) the right to install, maintain, use, and repair pipes, ducts, conduits, vents, wires, and other installations leading In, through, over, or under the Promises and for this purpose, the City may take all material into and upon the Remises which is required therefor. Tenant shall not unduly obstruct any pipes, conduits, or mechanical or other electrical equipmenl so as to prevent reasonable access therein, The City shall exercise its rights under this section, to the extent possible in the circumstances, in such manner so as to minimize interference with Tenant's use and enjoyment of the Premises and Tenant's property, The Tenant hereby waives all claims against the Oily tot compensation for loss or damage sustained by reason of any interference with U1e operations by the City or any public agency or official In enforcing Its or his duties or any laws or ordinances. Any such Interference shall not relieve the Tenant tram any obligation hereunder 5.10 Ri hl _q1 o7_w Pnf sgs. landlord and its agents have life right to enter the Promises at all reasonable limes and upon reasonable written notice not less than 24 hews to show them to prospective purchasers, lenders, or anyone having a prospective Interest in the Facility, antl, during the lost six (B) months of the Term, to show them to prospective tenants. Landlord shall exercise its rights under this section, to the oxteni possible in the arcumstaneas, in such manner so as to minimize interference with Tonanl's use and efloymenf of the Premises and Tonanl's property. Oocmpn Envelope ID'. 2A9EF038RE824C36-BOBF-AEF6At51426 ARTICLE VL RAMIOEMENT, FEES, CHARGES AND PROGRAMS & RELATED SERVICES TO BE PROVIDED. 6.1 Management of Parlel Pro Shop Related Items and Services. As pad of the permitted Uses, Tenant agrees to provide the programs set forth in Exhibit "B". An implementation schedule of said services shall be provided by the Tenant within sixty (60) days of the Rent Cwnmencemenl Date. Said schedule and any modifimtiats, additions w deletions to the list am subject to the prior wriilen approval of the City Manager and ExtdNl "B" shall be amended accordingly. Notwithstanding the foregoing, modifications or changes in prices for said services may be made in the solo discretion of Tenant without notice to w approval from the City Manager or City Manager's designee, provided, however, that any cumulative Increase or decrease In such prices within any Lease Year that exceeds five percent (6%) over the prices in effect at the beginning of the Lease Year (the "Annual Base Rate") shall require the prior written approval of the City Manager or City Manager's designee.. Ary approval or consent required of the City Manager w City Managor's designee under this Secliwr 6 2 shall net he unreasonably withheld, conditioned, of delayed; provided, however, that it will be reasonable fur the City Manager to deny a rate price increase if Tenant cannot subslandale that the Increase is merited based upon the actual cost Increases from the previously established Annual Base Rate. The City Manager or City Manager's designee shall respond to any approval or consent request within fifteen (15) business days; however, that the City's failure to respond or approve within said tteen (15) business day period shall not be deemed an approval by tw City. Tonanl may offer for sets those padel related items including, but riot limited to, balls, racquots, shoes, thinks, hats, and towels, and offer related services. Prices sold in the Pro Shop arid for otter programs and services shall be substantially In accwdanm will) the price ranges of other similar padef facilities, 6.2 Foes for hourly coon rentals, lessons, dines, merchandise, equlpmunt remal, and food and beverage sales and any other related items or services to be sold insist be promlenty posted at the Facility at these Iocalfon(s) whore such fees are normally paid. All foes and charges shall be competitive with those charged by comparable padet facilities in Miaml-Dade and Broward Counties. Instal fees for programs, dines and lessons are set forth in Exhibit 11W attached hereto. At modifications w changes in the fees described in Exhibit "H" may be made in the sole discretion of Tenant without notice to w approval from the City Manager w City Manger's designee; provided, however, that any cumulative Increase or decrease In such prime within any Lease Year flint oxcoods five percent (6%) over the Annual Base Rate shall require the piker approval of the City Manager or City Manager's designee. Any approval or consent required of the City Manager or City Manager's designee under this Socllon 6.2 shell not be uneasonably withhold, conditioned, or delayed; provided, Itowoier, that it will be reasonable for the City Manager to deny a pace increase if Tenant cannot substantiate trek the mwease is merited based upon the actual cost Increases of the item from the manufacturer or services from the previously established Base Rale, The City Manager or City Manager's designee shall respond to any approval or consent request within fifteen (15) business days; provided, however, that the City's failure to respond or approve with saW fifteen (15) business day period shall act be deemed an approval by the City. 6.3 The initial menu and costs associate with the food and beverage operelion is incorporated herein by reference and attached hereto as Exhibit "I". All modifications or changes In the costs described in Exhibit "I" may be made in the sole discretion of Toaster without notice to of approval from the City Manager or City Manager's designee; provided, however, that any anemone or decrease in such mats exceeding fifteen percent (15%) shall require the prior approval of the City Manager or City Manager's designee. Such approval shalt not be unreasonably wilhaeld, conditioned, or delayed. The City Manager shall respond to any approval or consent request wlthln Ilheen (15) business days; however the City's failure to respond or approve within said fifteen (15) business day period shall not IV dammed an approval by the City. n Dowelgn Err N ID: MEFOOB-2Ea2im04a0BF- 7EFM051424 6.4 File! lye City Vending Contracts. Tenant's food and beverage service shall be subtract to, and shall not, in any event, conflict with or otherwise violate the City's exclusive vending comtects, as may be procured or amended from true to time, which curtently Include the City's exclusive pouring rights agreement with PepsiCo dlb/a PepsiCo Beverage Sales, LLC, for all non-alcohollc beverage categories. Including but not Ilmlled soda, wator, juice, Iced tea, isolonlcs; and an exclusive pouring rights agreement will Red Bull for the energy drink beverage category; as such, the dispensing or safe of any competing products is prohibited under this Lease Addlliaelly, Tenant shall be required to uUUze the services of the City's exclusive vending contract with Beliefs Trading Corp, for snacks. All of tiro City's vending contracts shall be collectively referred to herein as the'City Vending Contracts", a copyof which are tiring providod to Tenant simultaneously herewith. The City Manager's designee will provide Tenant with the contact information for each of the City Vending Contracts, as Tenant will be required to punArnse the products from that designated product distributor. The City will provide Tenant with written notice of any changes to. or terminations or. the Clly Vending Contracts ARTICLE Vil. PUBLIC BENEEITS, As additional consideration for this Lease, Tenant agrees to provide Ore following benefits to the public utilizing the Premises (the "Public Benefits'): (A) Programs at the F c i . (1) a minimum of one (1) free weekly pedal initiation sessions for Masni Beach Residents; (2) providing a 16% reduction in court booking fees to Miami Beach residents: (3) providing access to the Facility (without o space rental fee) for a minimum of two (2) Charity events per Lease Year; (4) producing a minknum of eight (8) weekend wellness events at the Premises that am open to the community (5) providing affordable after school and youth programs for a minimum of forty (40) students per school year: (6) providing youth summer carnps and seasonal clnics for a minimum of forty (40) students per year, (7) providing a minimum of Ton Thousand and No/100 Dollars ($10,000.00) per year in subsidized memberships for youth enrolled in agar school programming: (8) providing a minimum of ten (10) sponsorship grants for talented juniors heeding financial assistance to access professional training and competition preparation, (9) fund a minimum of four (4) proactive engagements per year, which cadd Include local schools, non{vold organizations, and migrant groups to introduce them to the sport: (10) fund a minimum of four (4) Family -friendly programming per year; and (11) work with Parke and Recreation Department to host 1-2 free family friendly activations per Lease Year. (B) Suslaingblllly Irlitlalives. Pursuant to Section 3.5 (Tab 3 of Tenant's Proposal), Tenant agrees to recycle a minimum of Ten Thousand (10,000) aluminum cans and plastic bottles from its operations at Ile Facility, thereby diverting these racycbrbles from landfills slid reducing CO2 emissions. Tenant agrees to Incorporate Into its operations the following frond recycled materials: trash brns, coolers, trenches, recycled apparel and recycled towels. Recycling, made from recycled materials, shall be placed at the Facility to encourage recycling. 23 Docus,gn Envelope ID: WEF03e-2Ea240bege1`f9EFM(151426 egl'tCLE All FINES AND PENALTIES. The City foserves the right to levy fines against the Tenant when the City determines that Tenant is not meeting the level of performance required under this Lease for the Facility. The following [able below depicts areas where Ones will be levied: Work Activity Grace Period Quality of Operations 24 hours Personnel Shortages 4 hours Personnel Dress Code 8 hours Reporting 24 hours Payments 24 hours Equipment Deficiencies 72 flours Maintenance 24 hours supplies 8 tours Program Management 24 hours Cornmunlcations 48 hours Life Safety Maintenance 2 hours Public Benefits 24 hove Fines for failures to complete corfective action for any of the performance activities listed above are as follows: $100 afterfailing to complete corrective action after two (2) notifications $200 after three (3) notifications $500 after four (4) notifications If additional time Is required to complete corrective action. a written request must be submitted for approval to the City Manager's designee prior to the end of the grace period The basis for the Implementation of fines and penalties Includes but is not limited to the following, a. Quality of Operations - Inability to provide service in a workmanlike and professional manner; failure to conform to professional and industry standards; unable to provide maintenance services in a manner In clean orderly and safe condition. h. Personnel Shortages - Failure to provide necessary on -sale personnel regnred to provide services consistent with other fast doss padel operation in Miami bode County and Broward County. c. Personnel Dress Code - Failure of employees to meet uniform requirements required pursuant to Article IV, including wearing dean uniforms. d. Reporting - Failure to submit required reports pursuant to subsection 2.9 or subsection 5.8 on the due dales. e. Payments - Failure to submit required payments due under this Lease and thresholds on due dales. f Equilanent Deficiencies - Inability to fully operate; In nondunctionul condition, in state of disrepair and or wintery damagert: locking maintenance, and not generally 24 W.1g. Ery ire maintained and In dean condition y, Mainionance - Failure to maintain Ilia Promises are required pursuant to subsection b.8. h. Supplies - Failure to provide flte supplies necessary for the proper execution of Tenant's operations or maintenance service speci0ed I Program Management - Failure to implement a comprehensive management program to respond to the City and/ or stakeholder requests for services and maintenance issues require by this Lease, I. Communications - Failure to address routine, scneduled, and emergency maintenance and repair activities. k. Safety Regulations - Failure to adhere to OSHA's most recently published Safety and Health Regulations and general Occupational Safety and Heallh Standards. I Public Benefits - Failure to provide Public Benefits required under this Lease. ARDCL E IH. INSURANCE AND INDEMNITY. 9.1 Tenant,,c I rsr u er Oce. The Tenant shall maintain the below required insteance in effect prior to awarding the Lease and for the duration of the Lease. The maintenance of proper Insurance coverage is a materiel element of the lease and failure to maintain or renew coverage may be treated as a material breach of the Lease, which could result In withholding of payments or termination of the Lease. (A) Workers Compensation Insurance for all employees of the vendor as required by Florida Statute 440, and Employer Liability Insurance for bodily Injury or disease. Should the Tenant be. exempt from this Statute, the Tenant and each employee shell hold Landlord harmless from any injury Incurred during performance of the Lease. The exempt Tenant shall also submit (I) a written statement detailing the number or employees and that they am not required to way Workers' Compensation insurance and do act anticipate hiring any additional employees during the term of this Lease or (if) a copy of a Certificate of Exemption. (B) Commerdal General Liability Insurance on an occurrence basis, including products and completed operations, property damage, bodily injury and porsonal & advertising injury with limits no less than $1,0110,000 per occurrence, and $2,000,000 general aggregato. (C) Umbrella Liability with limits no less than $2,000,000, The umbrella coverage must be as broad as Ilia primary General Linblllfy coverage (D) All -Fisk properly and casualty insurance, written at a minimum of eighty (80%) percent of replacement coal value and with replacement cost endorsement, covering all leasehold improvements installed in the Premises by or on behalf of Tenant and Including without limitation all of Tenant's personal properly in the Promises (including, without limitation, inventory, trade fixtures, floor coverings, furniture, and other properly removable by Tatanl under the provisions of this Lease). (E) Liquor Liability Insurartca on an occurrence basis, including propmty damage,. bodily injury and personal 8 advertising Injury with sells no less than $1,000,000 per occurrence. (Required, it necessary.) 25 poawga Envelope 10, MREF03B-2E624C "0BF-F7EFW51426 (F) Business Interruption insurance, sufficient to insure Tenant for no less than one (1) lull year of loss of business, with the Landlord named thereon as loss payee to the extent permitted by applicable law. 9.2 Additional Insumd - Cily of Miami Beach must be included by endorsement as an additional insured with respect to all liability policies (except Professional Liability and Workers' Compensation) arising oul of work or operations performed on behalf of the Tenant Including materials, pads, or equipment furnished In connection with such work or operations and automobiles owned, leased, hired or borrowed in the form of an endorsement to lhe'renant's insurance. 9.3 Notice of Cancellation - Each Insurance policy required above shall provide that coverage shall not be cancelled, except with notice to the City of Miami Beach c/o EXIGIS Insurance Compliance Services. 9.4 Waiver of Subrogation - Vendor agrees to obtain any endorsement life[ may be necessary to affect the waiver of subrogation on the coverages required. However, this provision applies regardless of whether the City has received a waiver of subrogation endorsement from the insurer. 9.5 Acceptability of Insurers - Insurance must be placed with insurers with a current A.M. Best rating of A:VII or higher If not rated, exceptions may be made for members of the Florida Insurance Funds fre FIWCIGA, FAJUA). Carriers may also be considered If they are licensed and aulfsahad to do Insurance business in the Slate of Florida. 9.6 Verification of Coverage - Tenanl shell furnish the City with original cedificates and amendalay endorsements, or copies of the applicable insurance language, effecting coverage required by Ihls contract. All certificates and endorsements are to be received and approved by the City before work commences. Howe", failure to oblakn the required documents prior to the wok beginning shall not waive the Tenant's obligation to provide Iham. The City reserves the right to require complete, certified copies of all required insurance polices, Including endorsements, required by these specifications, al any limn. CERTIFICATE NOLDER MUST READ: CITY OF MIAMI BEACH c/o EXIGIS Insurance Compliance Services P.O. Box 4668 - ECM #35050 New York, NY 10163-4668 IGndy submit all certificates of insurance, endorsements. and exemption letters to our servicing agent, EXIGIS, at: Cod' ca 3-miamibo:�ch([Qrlrkw�rks win 9.7 Special Risks or Circumstances - The City of Miami Beach reservus Ilia r,Uhl In mndify Iher:a requirements, Including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 9.8 Compliance with the foregoing requirements shall not relieve the Tenant of his liability and obligation under this section or under any other, section of this Lease. 76 Drc 5i8n Envelope 10: 2A2EF03B-2E624C3&BOBF-F7EFBAa51125 9.9 intentionally Deleted. 9,10 Loss a Damage: IndemlnOcalion. (A) Loss or Damage. Tenant acknowledges that the City will be performing any maintenance and repairs required of the City hereunder. The City shall not be liable for any death or injury arising from or out of any occurrence in, upon, at, or relating to the Garage or damage to property of Tenant or of others tousled on Ilia Premises or elsewhere in the Garage, not shall it be responsible tot any loss of or damage to any properly of Tenant of others from any cause, unless ouch death, Injury, loss, or damage results from the gross negligence, willful misconduct of the City. Without fimiling the generality of the foregoing, the City shall not be liable for any Injury or damage to persons or property resulting from Poe, explosion, lalling plaster, falling ceiling the falling fixtures, steam, gas, electricity, water, plumbing works (outside of the Premises), fool, or subsurface of any floor or ceiling of the Garage or from the street or any other place a by any other cause whatsoever, unless resulting from the gross negligence, willful misconduct of the City. Notwithstanding the foregoing paragraph, In no even[ shall the City be liable, whether to Tenant or to third parties, for an interruption or failure in the supply of any utilities or services to the Premises, or for any damage to person or property arising from a force majeure event, environmental concerns, theft, vandalism, RVAC malfunction, sprinklers, appliances, plumbing works within the Premises, windows, dampness, the bursting or leaking of water pipes, any actor omission of Tenant, or its employee, agent, contractor, Invitee, guest, assignee, or approved sub -tenant or occupant of the Premises or of any other person, or otherwise. Mdlllonally, all personal property placed or moved Into the Premises will be at the sole risk of Tenant. (B) Tenant shall indemnity, defend and hold harmless Landlord from and against any and all losses (including loss of Minimum Rent and Additional Rent payable in respect to the Promises), claims, actions, damages, liability, and expense of any kind whatsoever (Including reasonable attorneys' fees and costs at all tribunal levels), unless caused by the gross negligence, willful misconduct, of Landlord, arising from (1) any occurrence in, upon, or at the Promises, (2) the occupancy, use, or Improvement by Tenant, or its employee, agent, contractor, invites, guest, assignee, or sub -tenant of the Premises or any part thereof, (3) wholly or in pad by any act or omission of Tenant or its employee, agent, contractor, invitee, guest, assignee, sub-lenanl or by anyone permitted to be on the Promises by Tenant; (C) any misuse, neglect or unlawful use of the Premises by Tenant or Its employee, agent, contractor, Invitne, guest, assignee, or sub -levant; or (5) any breach, violation, nr non-performance of any undertaking of Tenant under this Leese. (C) No Walver of Sovereign Immunity, Nothing contained in this subsection or elsewhere in this Lease is in any way Intended to be a waiver of the limilalton placed upon the City's labilty as set forth In Florida Statutes Section 768.28. ARTICLE X. DAMAGE AND DESTRUCTION. 10.1 Damage to premises. Tenant acknowledges that If the Premises are partially or totally destroyed due to fire or other casually, any repairs to or rebuilding of the damaged portions of the Facility will be performed by landlord and in any event only to the extent Ihat Landlord is required to repair a rebuild the Facility. If Landlord repairs or rebuilds, Rent shall abate proportionately to the portion of the Premises, If any, rendered unlenantable from the date of destruction a damage until the repairs have been substantially completed. Upon being notified that the repairs have been substantially completed. Tenant shall diligently peffonn all other work required to fully restore the Premises for use in Tenant's business, in every case at Tenant's cost and without any contribution to such cost by Landlord, whether or not Landlord has at any lime made any contrlbullon to thn cost of supply, Installation, or mnstruclion of �r D..,r, ErneW, I0. leasehold improvements in the Premises. Tenant agrees riot during any period of reconstruction or repair Of the Premises, If will continue the operation of Its business within the Premises to the extent predicable. If all or any pad of the Premises shall be damaged by fire or other casualty and IN, fire or otter casually Is caused by the fault or neglect of Tenant or Tenant's agents, guest, or invitees, rent and all other charges shall not abate. 10.2 Termination for Damage. Notwithstanding section 10.1, II damage or destruction which has occurred to the Promises or the Facility is such that in the reasonable opinion of landlord such reconstruction or repair cannot be completed within nine (9) months or the happening of the damage of destruction, Landlord or Tenant. at its option, may terminate this Lease on written notice to the other, given within thirty (30) days after such damage or destruction and Tenant shall immediately deliver vacant possession of the Promises In accordance with the terms of this Lease, Including section 5.1(B). In addition, H Landlord undertakes the movistructlon or repair, and does not complete some within nine (9) months after the dale of the fire or other casually (subject to the [tine required to prepare plans for reconstruction, to obtain building permlls, to reactive distribution of Insurance proceeds, and to complete the likely contract bidding process and at other relevant factors, but not to exceed an additional ninety (00) days), then Tenant shall have the right to terminate [his Lease by written notice to landlord delivered within thirty (30) days after the expiration of such nine (9) month period (or as may be extended herein to one (1) year), whereupon loth parties shall be regeved of all further obligations herounder, except as otherwise expressly set forth herein. ARTICLE XI. ASSIGNMENT LEASES AND TRANSFERS. Tenant shall not assign; sublease; giant any concession or license or management agreement; permit the use of by any other parson other than Tenant or otherwise transfer all or any portion of this Agreement and/or of the Facility (all of the forgoing are herein after referred to collectively as "transfers'), without the prior written ismanl or the City Cogvnissldn, in the City Commission's sole discretion. ARTICLE XII FORCE MAJEURE. 12.1 A `Face MaJeure" event Is an event that (1) in fact causes a delay in tire performance of the Tenant a the City's obligations under this Lease, and (if) Is beyond the reasonable control of such party unable to perform the obligation, and (III) Is not due to an intentional act error, omission, or negligence of suctn party, and IN) could not have reasonably been foreseen and prepared for by such party at any time prior to the occurrence, of the event. Subject to the foregoing criteria, Force Majeure may include events such as war, civil Insurrection, riot, fires, epidemics, pandm ice, lemarism sabotage, explosions, embargo restrictions, quarantine restrictions, transportation accidents, strikes, strong hurricanes or tornadoes, earthquakes, m other acts of God which prevent performance. Force Majeure shall not Include technological impossibility, Inclement weather, or failure to secure any of the required permits pursuant to this Lease. 12.2 II the City or Tenant's performance of its contractual obligations Is prevented or delayed by an event believed by to be Force Majeure, such party shag Immediately, upon learning of fire occurrence of the event or of the commencement of any such delay, but in any case within Affeen (15) business days thereof, provide notice; (I) of the occurrence of even! of Force Majeure, (if) of the nature of the event and the cause thereof, (fit) of the anticipated impact on this Lease, (iv) of the anticipated period of the delay, and (v) of what course of action such party plans to take in order to mitigate the detrimental effects of the event. The timely delivery of the notice of the occurrence of a Face MaJeure event is a condition precedent to allowance of any relief pursuant to this section; however, receipt of such notice shall not constitute acceptance Clot the event claimed to be a Force MaJeure event is in fact Face 28 Oowsen Enxlop Ill: 2ABEF0313-2E62iM3 BFs7EFW51426 Majeure. and the burden of proof of die occurrence of a Form Majeure event shall be on Pre requesting party. 12.3 No party hereto shall be liable for its failure to carry out its obligations tinder this Lease during a period when such party Is rendered unable, In whole or in part, by Force Majeure to carry out such obligations, The suspension of any of the obligations under this Lease due to a Face Majeure event shall be of no greater scope and ro longer duration than is required. The party shall use Its reasonable best efforts to continue to perform Its obligations hereunder to the exionl such obligations am not affected or are only partially affected by the Force Majeure event, and use its reasonable best efforts to correct or cure the event or condition excusing performance and otherwise to remedy its Inability to perform to the extent its inability to perform Is the direct result of the Force Majeure event with all reasonable dispalcih. 124 Obligations pursuant to this Lease thal arose before the occurrence of a Force Majeura event, causing the suspension of performance, shall not be excused as a result of suchoccurrerlce unless such occurrence makes such performance not reasonably possible. The obligation to pay money in a timely manner for obligations and liabilities which matured prior to The Occurrence of a Force Majeure event shall rot be subject to the Force Majeure provisions. 12.5 Shoukl, for reasons unrelated to Tenant's negligence OF ktenliorel misconduct, thirty percent (30%) or mom of the Facility or thirty percent (30%) or more of the courts be closed due to repairs or closure of the Garage for a time period greater than thirty (30) continuous days. the parties shed agree to negotiate, in good faith, within a sixty (60) day period ("Negotiation Period") to an appropriate modificadnn to the Tenant's Rent payment obligations for the applicable time period, based upon the proportionate loss of revenue or proportionate loss of use of the Facility. If the Parties cannot reach an agreement, the current terns and conditions of this Lease shag remain in place and either party may terminate this Leese within thirty (30) days from tho and of the Negotiation Period, upon providing the other with a mintntum of sixty (60) days' notice. If this Lease is terminated pursuant to (his subsection, Tenant shall be paid for any services performed up to the dale of termination; following which the Oly shall be discharged from any and all liabilities, duties, and terns arising out of, or by virtue of, this Lease. In no event will any condition of Force Majeure extend (his Lease beyond Its slated Term. 12.6 Labor Dispute. In the event of a labor dispute which results in a strike, picket or boyrnll affecting the Facility or operation described in this Lease, Tenant shall not thereby be deemed to be in default or to have breached any part of this Lease, unless such dispute shag have been caused by Illegal labor Practices or violations by Tenant of applicable colleGtve bargaining agreements and there has been a final determination of such fad which is not cured by Tenant within thirty (30) days following written notice to Tenant and with any additional cure period being applicable. 12.7 Waiver of Loss from Hazards. The Tenant hereby expressly waives all claims against the City for loss or damage sustained by the Tenant resulting from any Force Ma)eum contemplated in Subsection 12.5 and Labor Dispute in Subsection 12.6 above, and the Tenant hereby expressly waives all rights. claims, and demands against the City and forever releases and discharges the City from all demands, claims, actions and rauses of action arising from any of the aforesaid causes. ARTICLE XIIL QEFAULT 13.1 Defaults. A default by Tenant shall be desired to have occurred hereunder, if and whenever_ 29 Dowelgn Envelope ID: 2AKF08-2E621 8011Ff7EF6A0514M (1) any Mlnlnmm Rent is rel paid within five (5) days from written notice or demand for paymoni has been made by Landlord; (11) any other Additional Rent is in arrears and is not paid within five (5) days alter written demand by landlord; (ki) Tenant lies breached any of Its obligations In this Lease (other than the payment of Rent or other enumerated defaults in subsections (iv) - (x)) and Tenant falls to remedy such breach wllhin thirty (30) days (or such shorter cure period as may be provided in this Lease) of written notice from the City, or if such breach cannot reasonably be remedied within thirty (30) days (or such shorter period), Ihon if Tenant falls to immediately commence to remedy and thereafter proceed diligently to remedy such breach, nor to exceed niiMy (90) den. in each case slier notice In writing from landlord; (iv) "Fenanl teconms bankrupt or Insolvent; (v) any of Landlord's policies of insurance with respect to the Facility are canceled or adversely changed as a result of Tenant's use or occupancy of the Premises and Tenant falls to either restore such policies of Insurance to comply with (he tens of this Lease or obtain replacement policies of insurance satisfactory to Landlord Whin five (5) business days; (W)1 anent fails to open the Premises fully stocked for operation on the earlier of: (1) thirty (30) days from the date of issuance of the temporary carlificato of occupancy or hill corli0cate of occupancy or (2) (he date that Is eighteen (16) months from the Dale of Lease Execution, following written mica from Landlord and Tenant failing to open within ten (10) days following said notification; (vfl) Except for Permitted Closures, as set forth In Section 3.4(A), the business operated by Tenant in the Premises shall be dosed by governmental or court order or for any other reason for a parted of thirty (30) days or longer and Tenant failing to open within ton (10) days following written notification from Landlord; (viii) Falkee of Tenant to operate continuously for the Permitted Uses, fully stocked and during the entirely of the Hours of Operation, following written police from Landlord and Tenant failing to cure sold default within ten (10) days following said notification; (ix) The Guarantor (1) ceases to hold a controlling ownership interest in the Tenant; (2) makes a general assignment for the benefit of creditors; (3) files a pef ildon or answer seeking for itself any reorganization, arrangement, cornposition, readjustment of dobt, liquidation or dissolution or similar male( under any present or future statute, law or regulation of any jurisdkition, (4) dissolves or (5) becomes Inactive; and (x) Tonam's failure to Worm any covenant. condition or obligations under the Lease for three or more times In a given Lease year beyond any applicable cure period, then such conduct shall, at the election of the City, represent a separate event of default which cannot be cured by Tenant. In such case, the City may Immediately or at any time Iheleafter, and without further demand or notice. terminate this Agreement without being prejudiced as to any remedies which may be available to it for breach of contract. Tenant acknowledges that the purpose of this provision is to prevent repetitive dofaulls by Tenant under the Lease, which work a hardship upon tho City, and deprive the City of the timely performance by Tenant hereunder. 132 Remedios. In the event of any default beyond Its applicable cure period herou der by I seem, then without prejudice to any other rights which It has pursuant to this Lease or at law or In equity, Landlord shall have the following rights and retnodias, which are cumulative and not alternative 30 Da sign Envelops rib. 2A9EF036-YE62i &-BOBFfTEF 051426 (A) Landlord may cant this Lease by wrillen notice to Tenant (unless notice is waived by other provisions of this Lease) and retake possession of the Promises for Landlord's account, or may terminate Tenant's right to possession of the Premises without terminating this Lease. In either event, Tenant shell then quit and surrender the Premises to Landlord, If Landlord termineles Tenant's right to possession of the Premises without terminating this Lease, Tenenl's liability under all of the provisions of this Lease shall continue notwithstanding any expiration and surrender, or any re-entry, repossession, or disposition hereunder. (8) Landlord may enter the Premises as agent of Tenant to lake possession of any property of Tenant on the Premises, to store such properly at the expense and risk of Tenant a to sell of otherwise dispose Of such property In such manner as Landlord may see LI without notice to t errant. Ro-entry and removal may be egecuated by summary dispossess proceedings, by any suitable action or proceeding, or otherwise. I andlord shall not be liable In anyway In connection with Ile actions pursuant to this section, to the extent that Its actions am in accordance with law. (C) If Landlord terminates Tenant's right to possession of the Promises wxheul terminating [his Leese under subsection (A) above, Tenant shall remain liable (in addition to accrued liabilities) to the extent legally permissible for all rant and all of the charges, including Additional Rent, which Tenant would have been required to pay until the Expiration Date of this Lease. Tenant's liability for rent shall continue notwithstanding re-entry or repossession of the Premises by Landlord. In addition to Ilia foregoing, Tenant shall pay to landlord such sums as the court which has jurisdiction Ihereover may adjudge as reasonable aftorneys' fees with respect to any successful lawsuit or action Instituted by landlord to enforce the provisions of this Lease. (D) Landlord may islet all or any part of the Premises for all a any pen of Ilia unexpired portion of the Term of this Lease or Ion any longer period, and may accept any rent then attainable; grant any concessions of rent, and agree to paint or make any necessary repairs, alterations, and decorations for any new tenant as it may deem advisable in its sole arid absolute discretion. Landlord shall be under no obligation to rotor or to allempt to rate( the Promises, except as expressly set forth below. (E) If Landlord terminates Tenant's right to possession of the Premises without terminating this Leese under subsection (A) above, and Landlord so elects, file rent hereunder shall bo accelerated and Tenant shall pay landlord damages in the amount of any and all rent and other sums which would have been due, including Additional Rent, through the Expiration Dale of this Leese (reduced to present value using a discount factor equal to the stared prime lending rate on the dale of Tenant's default by Lanxlkxd's than existing mortgagee or, if there is no mortgagee, by Citibank, NA., New York) Prior to or following payment in full by Tenant of such discounted sum promptly upon demand, Landlord shall use commercially reasonable efforts to rele( the Premises. If lantlkxd receives consideration as a result of a retailing of the Premises mlating to the same time period for which Tenant has paid accelerated rent, such consideration actually received by Landlord (less any and all of Landkxtl's cost of repairs, alterations, sections, redecorating, and other expenses In connection with such nelelting of the Premises, including tenant allowances) shell be a credit against such discounted am, and such discounted sum shall be reduced If net yet paid by Tenant as called for herein, or ifTenant has paid such discomted sum, such credited amount shall be repaid to Tenant by Landlord (provided said credit shall not exceed the accelerated amount). (F) Landlord may remedyor attempt to remedyanydefauti of Tenant under this Lease for the account of Tenant and to enter upon the Premises ler such purposee. No notice of Landlord's intention to perform such covenants need be given Tenant unless expressly required by this Lease, Landlord shall not be liable to Tenant for any loss or damage caused by the reasonable ads of Landlonl in remedying or attempting to comedy such default and Tenant shall pay to Landlord all expenses Incurred 91 n sign Envtlopa In. by Landlord in connection with remadylig oI attempting to remedy such defaull. Any expenses incurred by Landlord shall accrue interest free the date of payment by Landlord until repaid by Tenant of 18% per annum. 13.3 Costs. Tenant shall pay to Landlord within ten (10) business days of demand all costs incurred by Larxllord, including reasonable attorneys' fees and costs at all tribunal levels, incurred by Landlord in enforcing any of the obligations of Tenant under this Lease. In addition, upon any default by Tenant, Tenant shall be also liable to Landlord for One expenses to which Landlord may be put in re- entering the Promises; repossessing the Premises; painting, altering, ordividing the Premises; combining the Premises with an adjacent space for any now tenant: putting the Promises in proper epa4: protecting and preserving the Premises by placing watchmen and caretakers therein. relelbng the Premises (including reasonable attorneys' fees and disbursements, marshall's fees, and brokerage lees, In so doing), and tenant allowances; and any other expenses reasonably incurred by Lroxlbrd. 13,4 Additional Remedies: Waiver. The rights and remedies of Landlord set forth heroin shall be in addition to any other right and remedy now and hereinafter provided bylaw All rights and remedial shall be cumulative and non-exclusive of each other. No delay or omission by Landlord in exercising a right or remedy shall exhaust or impair the same or constitute a waiver of, or acqulescenca to, a default. 13.5 Default by Landlord. In the event of any default oy Landlord, Tenant's exclusive remedy shall be an action for damages, but prior 10 any such action Tenant will give Landlord written notice specifying such default with particularity, and Landlord shall have a period of thirty (30) days following the dale of such notice in which to cure such default: Provided, however, that if such default reasonably requites more than thirty (30) days to cure, landlord shall have a reasonable time to cure "In default. provided Landlord promptly commences to cure within such tNrly (30) day period and thereafter diligently prosecutes such cure to completion, not to exceed ninety (90) days). Nolwllhslani ing any provision of this Lease, in the event of a default by landlord, Tenant hereby agrees and acknowledges that in no event shall Landlord he liable for any incidental, i direcl, special or consequential damages including, wilhout initiation, loss of revenue or loss of profits of Tenant whidi may be alleged as a result of Landlord's default, and Landlord's maximum liability shall be as provided in section 13.8. 136 Limitation of Landlord's Liability. Landlord desires to enter into this Lease only it in so doing the Landlord can piece a limit on Its liability for any cause of action for money damages duo to an alleged breach by the Landlord of this Lease, so that its liability for any such breach never exceeds the sum of $100.000.00. Tenant hereby expresses its willingness to ender Into this Lease with Tenant's recovery from the Landlord for any damage action for breach of contract to be limited to a maximum amount of $100,000,00. Accordinyy, and notwithstanding any other term or condition of this Lease, Tenant hereby agrees that the Landlord shall not be liable to the Tenant for damages in an amount In excess of $100,000,00. for any action or claim for breach of contract arising out of the performance or non-performance or any obligations imposed upon the Landlord by this Lease. Nothing contained in this paragraph or elsewhere in this Lease is in any way Intended to be a waiver of the limitation placed upon the Landlord's liability as set falh In Section 768 28. Needs Statutes. ay Doargn Errvelax ID: 2A 1`030-2E624D36-MBFF71HRA051426 AR'f ICLEXIV. ESTOPPELCERTIFICATE:SUBORDINATION 14.1 Esloe�el Carlifc9a. Within ten (10) business days after written request by Landlord, Tenant shall deliver in a form supplied by Landlord, an estoppel certificate to Landlord as to the status of this Lease, including whether this Lease is unmodified and in full force and effect (or, if there have been modifications, that this Lease is in full force and aged as modified and Identifying the modification agreements); the amount of Minimum Rent and Additional Rent then being paid and the dates to which same have been paid; whether or not there is any existing or alleged default by other party with respect to which a notice of default has been served, or any facts exist which, with the passing of lime or giving of notice, "old constitute a default and, if there is any such default or facts, specifying the nature and extent thereof; and any other mattes pertaining to this Lease As to which Landlord shall request such certificate. Landlord, and any prospedive purchaser, lender, or ground lessor shall have the right to rely on such certificate. 14.2 Subortlination: Adornment. This Lease and all rights of Tenant shall be subject and subordinate to any and all mortgages, security agreements, or like Instruments resulting from any financing, refinancing, or collateral financing (including renewals or extensions thereon, and to any and all ground losses, made or arranged by Landlord of Its interests in all or any part of the Facility, from time to time in existence against the Facility, whether now existing or hereafter created. Such subordination shall not require any further Instrument to evidonce such subordination. However, on written request, Tenant shell further evidence Its agreement to subordinate this Lease and its rights under this Lease to any and all documents and to all advances made under such documents, The form of such subordination shall be made As reasonably required by Landlord. Its lender, or ground lessor, if applicable Tenant shall, If requested by Landlord, or a mortgagee, owner, or purchaser, or by any parson succeeding to the Interest of such mortgagee, owner. or purchaser, as the result of the enforcement of the remedies provided by low or the applicable Instrument held by Landlord such mortgagee, owner, or purchaser, aulomefically altorn to and became the tenant of Landlord or any such mortgagee, owner, purchaser, or successor-ininteresl, without any change in the terms or other provisions of this Leese; provided, however, that Landlord said mortgagee, owner, purchaser, or successor shall not be bound by (a) any payment of Minimum Rent or Additional Rent for more than one (1) month in advance, or (b) any security deposit or the like not actually received by Landlord, such mortgages, owner, or purchaser, or successor, or (c) any amendment or modification in this Lease made without the consent of Landlord, such mortgagee, owner, purchaser, or successor, or (d)any construction obligation, free rent, or other concession or monetary allowance, or (a) any set-off, counterclaim, or the like otherwise available Against Landlord, or (n any act or omission of any prior landlord (including Landlord). Upon written request by Landlord, said mortgagee, owner, or purchaser, or successor, Tenant shall execula and deliver An instrument or instruments confirming its altornmenl. Notwithstanding the foregoing, any such subordination of this Lease shall be conditioned on the Landlord obtaining a nondisturbance agreement in favor of Tenant from all rnortgagoes and ground lessors regarding any financings or other leases entered Into by landlord with respect to the Premises, and no subordination shall be effective without a corresponding nondlsturbance agreement. ARTICLE XV. CON.rROL OF FACILITY BY LANDLORD. 16.1 Use And Maintenance of Common Areas. Tenant and those doing business with Tenant for purposes associated with Tenant's business on the Premises, shall have a non-exclusive license to ties the common areas for their Intended purposes during normal business hours or common with others entitled thereto and subject to any rules and regulations imposed by the City. The City shall use commercially reasonable efforts to keep the common areas in good repair and condition and shall dean the common areas when necessary. in Landlord's discretion, consistent with the standards Landlord routinely maintains for similar public parking garage facilities. Tenant acknowledges that any common 33 coo sn Envelope le: MOEE03&21b4C3&60aFs]E1`BA0514]6 areas of the Garage shall at all limes be under the excluswe control and management of the Clty. For purposes of this Lease, "common areas" shall mean those areas, facilities, utilities, improvomsals. equipment, and Installations of the Garage which serve or are for the benefit of all users of the Gomgu and which are cal designated or intended by the city to be lease a, from time to time, es whtcln we provxled or designated from time to Ilme by the City for the benefit or use of all users of the Garage. Tenant ackwivIodges that the remaining portion of the Garage (other than lire Premises), which is used as a parking garage facility, is not a pad at the Premises, and that Tenant has no right or license to use the Garage spaces pursuant to this Lease. Any use by Tenant or is Invitees of the Garage spaces shall require payment for the parking spaces and shall be subject to the rules and regulations in connection therewith imposed by the City (or successes owner) and/or the operator of the Garage, The Cty shall not be liable for any damage to automobiles of any nature whatsoever to, or any their of, automobiles or other vehicles or the contents thereof, while in of about the Garage. 15.2 &k1agigalLoytile fly. The City May (but shall not on obligated 10)(I) alter, add o, suhtracl from, construct improvements on, re -arrange, and construct addi$orml facilities in, adjoining, or proximate to the Premises; (ti) relocate the faciliges and improvements In or comprising the Garage or erected on the Clty's Properly, (Ili) do such things on or in the Garage as required to comply with any laws, by-lowi regulations, orders, or directives affecting the City's Properly or any part of the Garage; and (Iv) do such other things on or In the Garage as landlord In the use of good business judgment determines to be advisable. Landlord shall not be In breach of its covenants for quiet enjoyment or liable for any loss, costs, or damages, whether direct or indirect, incurred by Tananl due to any of the foregoing; provided, Landlord shall use reasonable efforts to exorcise Its rights under this subsection in a manner so as to minimize any disruption or interference with the operation of Tenant's business and properly; or Ile interruption is due to an event of Fon:a Majoure, or Re Garage Is closed to the Public by the City. 10.1 Total or Partial I akin. It the whole of the Premises, or such portion (tereof ea wig make the Premises unusable for the purposes leased hereunder, shall be taken by any public authority under the power of eminent domain or sold to public authority under threat es In lieu of such taking, the Tenn shall cease as of the day possession or the shall be taken by such public authority, whichever is eadler ("faking Dote"), whereupon the real and at, other charges shall be paid up to the Taking Date with a proportionate rehuvl by the City of any Real and all other charges Pell for a period subsequent In Ile Taking Data, If less than the whole of the Promises, or less than such portion thereof as will make the Premises unusable for the purposes leased hereunder, the Term she$ comas only as to the pad so taken as of the Taking Dale, slid Tenant shall pay Rent and other charges up to the Taking Dale, with appropriate credit by the City (toward the next installment of Rent or Additional Rent due from Tenant) of any Rent, Additional Real or other charges paid Po a period subsequent to the Taking Date. Minimum Rent, Additional Rent and other charges payable to Landlord shall be reduced In proportion to the amount of the Premises taken. 16.2 Award. All compensation awarded es paid upon a total or partial taking of the Premises or Garage including the value of the leasehold estate created lereby, shall belong to and be the property of the City without any participation by Tenant; Tenant shall have no claim to any such award based on Tenant's leasehold interest. However, nothing contained herein shall be construed to preclude Tenant, at its best, from independently prosecuting any calm directly against the condemning aulledly In such condemnation proceeding for damage to, or cost of removal of, stock, trade fixtures, furniture, and other personal properly belonging to Tenant and des Tenant's moving expenses; provided, however, that no such claim shall diminish or otherwise adversely affect the City award or the award of any mortgagee. 34 eomsipn Emebpe In 2A9EF03&2E62IC36-e0BFs7EFMs51426 17.1 Tetuan( hereby agrees and acknowledges (hat, pursuant to Section 82.7 of the City Coda, as may be amended from time to lime, Tenant shall not sell, use, provide loofa in, or offer the use of expanded polystyrene food service articles (as defined in City Code Section 82-7) In the Premises. A violation of this section shall be deemed a default under the terms of this Lease. Notwilhstanding the above, this secllon shall not apply to expanded polystyrene food sarace articles used for prepackaged food that have been filled and sealed prior to recoipl by Tenant. 11.2 Additionally, Tenant agrees and acknowledges Ural. pursuant to Section 82.8 of the City Code, as may be amended from time to time, Tenant shall not sell, use, provide rood in, or offer the use of single -use plastic beverage straws or single -use plastic slimors (os defined In City Code Section 82-8) in the Premises. A violation of this section shall be deemed a default under the terms of this Lease, Notwithstanding Ilia above, the requirements of Section 82-8 shall not restrict Tenant from providing a beverage with, or offering the use of, a single -use plastic beverage straw or single -use plastic stirrer to an individual with a disability or medical condition that impairs the consumption of beverages wilhoul a single -use plastic beverage straw a single -use plastic stirrer. 17.3 As additional conskderation for this Lease, separate and apart from the roquironlents of Sections 82-7 and 82-8 of the City Code, Tenant agrees! (A) no( sell, use, provide food in, or ago( the use of expanded polystyrene food service articles in the Premises. A vielabon of this section shall be deemed a default under the terms of this Lease. Notwithstanding the above, this section shall not apply to expanded polystyrene food service articles usad for prepackaged food that have been filled and sealed prior to receipt by Tenant; and (8) no[ sell, use, provide food In, or offer the use of single -use plastic beverage straws or single arse plastic stirrers in the Premises. A violation of this section shall be deemed a defeat[ Under the terms of this Lease. Notwithstanding the above, Tenant shall be permitted to providing a beverage with, or offering the use of a single -use plastic beverage straw or single -use plastic author to an indtvklual with a disaMlify or medical condition that impairs the consumption of beverages without a single -use plastic beverage straw or single -use plastic stirrer. XVIII. TENANT'S COMPLIANCE WITN FLORIUA'S PUBLIC R@CORDS LAW. 18.1 Tenant shall comply with Florida Public Records law under Chapter 119, Florida Slalutes, as may be amended from time to time. 18.2 The term "public records" shall have the meaning set forth in Section 1MIDI 1(12), which means atl documents, papers, letters, maps, books, tapes, photographs. films, sound recordings, data processing software. or other material, regardless of the physical form, characteristics, or means of transmission, made or received pursuant to law or ordinance of In connecoon with the transaction of official business of the City. 18.3 Pursuant to Section 119,0701 of the Florida Sla(ules, if the Tenant meets the definition of "Tenant" as defined in Section 119,0701(1 ga), the Tenant shale. (A) Keep and mrimlain public records required by the City to perform the service; 6 ooaslgn Ere "ra: (I]) Upon request from to City's custodian of public records, provide the City with a copy of the requestod records or allow the records to be Inspected or copied within a reasonable tine at a coal that does not exceed the cost pmvkW in Chapter 119. Florida Statutes or as olherwiso provided by law; (C) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed, except as authorized by low, for the duration of the contract term and following completion of the Lease, it the Tenant does not transfer the records to the City; (U) Upon conhpleaun of the Lease, transfer, at no cost to the City, all public records in possession or the Tenant or keep and maintain public records required by the City to perform the service, If the Tenant transfers all public records to the City upon completion of the Lease, the Tenant shall destroy any duplicate public records that are exempt or confidential and exempt tram public records disclosure requirements. If the Tenant keeps and maintains public records upon completion of the Lease, the tenant shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the Gly's custodian of public records. In a formal Ihal Is compatible with the information technology systems of the City. 18.4 Request for Records Nancomoliance. (A) A request to Inspect or copy public records pursuant to this Article XVill retailing to the City's contract for services must be made directly to the City. If the City does not possess the requested records, the City shall immediatety, notify the Tenant of the request, and the Tenant must provide the records to the City or allow the records to be inspected or cooled within a reasonable time. (B) Tenant's failure to comply wth the Clly's written request for records within a reasonable I me as sat forth In Section 18.4(A) shall constitute a breach of this Lease and, the City, at Its sole discretion, may (1) unilaterally terminate the Lease; (2) avail tself of the remedies set forth under the Lease; andlor (3) avail itself of any available remedies at law or in equity. (C) Town[ who fails to provide the public records to the City within a reasonable time may be slib)ect to penalties under s. 119.10. 18.5 Civil Action. (A) It a civil action is filed against a Tenant to compel production of public records relating to the City's convect for services, the court shall assess and award against the Tenant the reasonable costs of enforcement, including reasonable attorneys' leas, t: (1) 1tie court delemllnus that the Tenant unlawfully refused to comply with [tie public records request within a reasonable time; and (2) At least 8 business days before filing the action, file plaintiff provided written notice of the public receives request, Including a statement that the Tenant has not complied with the request, to the City and to the Tenant. (B) A notice complies with subparagraph (AN2) it it is sent to the City's custodian of public records and to the Tenant at the Tenonl's address listed on Its contract with the City or to the Tenant's registered agent. Such notices must be sent by common carrier delivery service or by registered, Global Express Guanantecd, or certified mail, with postage of shipping paid by the sander and with evidence of delivery, which may be in an electronic formal 36 Doer lgn Envelope 10, 2ABEF09B-2E624C] BOBFF7EFM051426 (C) A Tenant who comptlas with a public records request within 8 business days after the nobco is sent is not liable for the reasonable costs of enforcement. 18.6 IF THE TENANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE TENANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS LEASE, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: CITY OF MIAMI BEACH ATTENTION: RAFAEL E. GRANADO, CITY CLERK 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 E-MAIL: RAFAELGRANADO@MIAMIBEACHFL.GOV PHONE: 305.673-7411 XIX. INSPECTOR GENERAL AUDIT RIGHTS 19.1 Pursuant to Section 2-266 of the Code of the Oly of Miami Beach, the lily has established the Office of the Inspector General which rosy, on a random basis, perform reviews, audits. Inspections and investigations on all City contracts, throughout the duration of said contracts. This random audit Is separate and distinct from any other audit performed by or on behalf of the City. 19.2 The Office of the Inspector General is authorized to investigate City affairs and empowered to review pawl, present and proposed City programs, accounts, records, contracts and transactions. In addition, the Inspector General has the power to subpoena witnesses, administer oaths, require the production of witnesses and monitor City projects and programs. Monitoring of an existing City project or program may include a report concerning whether the project Is on time, within budget and in conformance with the contract documents and applicable law. The Inspector General shall hovu the power to audit, investigate, monitor, oversee, Inspect and review operations, activities, pedormance and procurement process including but not limited to project design, bid specifications, (bkl/proposel) submittals, activities of the Tenant, Its officers, agents and employees, lobbyists. City staff and elected officials to ensure compliance with Ilya contract documents and to detect fraud and corruption. Pursuant to Section 2-378 of the City Code, the City is allocating a percentage of its overall annual contract expenditures to fund the activities and operations of the Of of Inspector General. 19.3 Upon ten (10) days written notice to the Tenant, the Tenant shall make all requested records and documents available to the Inspector General for inspection and copying. The Inspector General is empowered to retain the services of independent private sector ae(litors to audit, Investigate. monitor, oversee. Inspect and review operations activities, performance and procurement process including but not limited to project design, bid specifications, (bidlproposal) submittals, activities of the Tenant its officers, agents and employees, lobbyists, City staff and elected officials to ensure compliance will] the contract documents and to detect fraud and conupllon. 19A The Inspector General shall have the right to inspect and copy all documents and records in the Tenant's possession, cuslody or control which in the Inspector General's sole judgment, pertain to performance of (he contract, Including, but not limited to original estimate files, change order estimate files, worksheets, proposals and agreements from and with successful sublemmis and suppliers, all 37 oow"n Emelf,M to: 2MEF05&2Eeb4c35A0aFFMFW51426 project -related carrespondonc !, ofemoranda, instructions, hnanckd documents, caustr c(ion documents, (bid/proposal) and contract documents, back -change documents, all documents and records which Involve cash, trade or volume discounts. insurance proceeds, rebates, or dividends received, payroll and personnel records and supporting documentation for the aforesaid documents and records 195 The Tenant shall make available at its office at all reasonable times the records, materials, and other evidence regarding the acquisition (bid preparation) and performance of this Lease, for examination, audit, or reproduction, until three (3) years after final payment tinder this Lame or for any longer period required by statute or by other clauses of this Lease. In addition: (A) If this Lease is completely or partially terminated, the Tenant shall make available records relating to the work lerminaled until three (3) years after any resulting final termination settlement; and (B) This Tenant shall make available records relating to appeals or to litigation or the seltlemenl of claims arising under or relating to this Lease until such appeals, litigation, or claims am finally resolved. 19A The provfslons In this section shall apply to the Tenant, Its officers, agents. employees, sublenants and suppliers. The Tenant shall Incorporate the provisions In this section in all subcontracts and all other agreements executed by the Tenant In connection with the performance of this Lease. 10.7 Nothing In this section shall Impair any independent right to the City to conduct audits or Investigative activllles. The provisions of this section are neither intended nor shall they be construed to Impose any liability on the City by the Tenant or third parties. ARTICzLE XX. E-VERIFY. 20.1 To the extent that Tenant provides labor, supplies, or services under this Lease, Tarsenl shall comply with Section 448.095, Florida Statutes, "Employment Eligibility" ('E-Verify Statute*), as may be amanded from time to time. Pursuant to the E-Verity Statute. commencing on January 1, 2021, Tenam shall register with and use the E-Verity system to verify eo work authorization status of all newly hired employees during the Tenn of the Lease. Additionally, Tenant shall expressly require any subtenant performing work or providing services pursuant to the Lease to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verily, the employment eligibility of all new employees hired by the subtenant. If Tenant enters into a contract with an approved sublenant, the subtenant must provide the Tenantwith an affldavil staling [hat the subtenant does not employ, contract with, or subcontractwith an unauthorized alien. Tenant shall maintain a copy of such affidavil for the duration of this Lease or such other extended period as may be required under this Lease 20.2 Termination Rights. (A) If the City has a good term belief that Tenant has knowingly violated Sadimr 448.Ug(1), Florida Statutes, which prohibits any person from knowingly employing, hiring, recruiting, or referring an alien who is not duly authorized to work by the immigration laws or the Attorney General of the United Slates, the City shall terminate this Lease with Tenant or cause, end the City shall thereafter have or owe no further obligation or liability to Tennant. (B) If the City has a good fallh folio( that a subtenant has knowingly violated the foregoing subsection 40.1, but tlx: Tenant otherwise eoinplied with such subsection, the City will promptly notify fire Tenant and order the Tenant to immediately terminate the contract with the subtenant. Tenant's 38 nomsign Envelope 10. 2A0EFMB-2E824C3&8OBFF7EF6AB51426 failure to terminate a sublonant shall he an even[ of default under this Lease, entitling City to terminate this Lease for muse. (C) A contract terminated under the foregoing subsection 20.2(A) or 20.2(B) is riot In breach of contract and may not be considered as such. (0) The City or Tenant or a sublenanl may file an action with the Circuit or County Court to challenge a termination under the foregoing subsection 20.2(A) or 20.2(B) ne later than 20 calendar days after the dale on which the contract was terminated. (E) If the City terminates the Lease with Tenant under the foregoing subsection 20.2(A), Tenant may not be awarded a public contract for at least 1 year after the dale of larmination of this Lease. (F) Tenant is liable for any additional costs incurred by the City as a mull of the terminalion of this Lease under this section 20. ARTICLE XXI. TENANTS COMPLIANCE WITH ANTWUMAN TRAFFICKING LAWS. Tenant agrees to comply with Section 787.06. Flonda Statutes, as may be amended from law to time, and has executed the CerdOmtlon of Compllanca with Anti -Human Trafficking Laws, as rewired by Section 787.06(13), Florida Statutes, a copy of which is attached berate as Exhibit "J". ARTICLE XXII PROHIBITION ON CONTRACTING WITH ABUSINESS ENGAGING INA BOYCOTT Tenant warrants and repreaonls that it is not currently engaged in, and will not engage In, a boycott, as defined In Section 2-375 of the City Code. In accordance with Section 2375.1(2Xa) of the City Code, Tenant hereby carfifies that Tenant is not currently engaged in, and agrees for the duration of the Lease to not engage In. a boycott of Israel. ARTICLE XXIII PROHIBITION AGA)NST CONTRACTING WITH FOREIGN COUNTRIES OF Tenant hereby agrees to comply with Section 287,138. Florida Stalulm, as may be amended from time to time. which states that as of January 1, 2024, a governmental entity may riot accept a bid on, a proposal for, or a reply to, or enter into. a contract with an entity which would grant the entity access to an indivdual's personal identifying Information (Pit), unless the entity provides the governmental entity with an affidavit signed by an officer or representative of the entity under penalty of perjury atlesting that the entity does not meal any of the criteria in Paragraphs 2(a){c) of Section 287.138, Flonda Statutes: (a) the entity is owned by n government of a foreign country of concern; (b) the government of a foreign country of concern has a controlling interest in the entity, or (c) the entity is organized under the laws of or has Its principal place of business In a loreign country of concern (each a "Prohibited Entity"). A foreign country or concem is defined in Section 287.138 (1 Xc), Florida Statutes, as may be amended from time to time, as the People's Republic of China, the Russian Federation, the Islamic Republic, of Iran, the Democratic Paopte's Republic of Korea, the Republic of Cuba, the Venezuelan regime of Nicolas Madura, or the Syrian Arab Republic, including any agency of or any other entity of significant control of such foreign country of concern. Additionally. beginning July 1, 2025, a governmental entity may not extend or mrew a contract with a Prohibnod Entity. Tenant warrants and represents that it 39 Dow gn Emxope to M9EF00&ZE924C99-NE1`+7EF0A0514Z6 does not fall within the deflnidon of a Prohibited Entity, and as such, has caused an authorized representative of Tenant to execute the 'Prohibition Against Contracting with Entities of Foreign Countries of Comm Affidavit", incorporated heroin by reference and attached hereto as Exhibit • It". ARTICLE XXIV PROHIBITION ON CONTRACTING WITH AN INDIVIDUAL OR ENTITY WHICH HAS PERFORMED SERVICES FOR COMPENSATION TO A CANDIDATE FOR CITY ELECTED OFFIgE Tenant warrants and represents that, within two (2) years prior to the Date of Lease Execution, Tenant has not received compensation for services performed for a candidate for City elected office, as contemplated by the prolibilions and exceptions of Section 2-379 of the City Code. For the avoidance of doubt, the iesbiclions on con(rachrlg with the City pursuant to Section 2-379 of the City Code shall not apply to the following: (A) Any individual or entity that provides goods to a candidate for office. (B) Any individual or entity that provides services to a candidate for office if those same services are regularly performed by, the individual or entity In the ordinary course of business for clients or customers other than candidates for office. This Includes, without limitation, banks, telephone or intemol service providers, printing companies, event venues, restaurants, caterers, transportation providers, and office supply vendors. (C) Any individual or entity which performs licensed professional services (including for example, legal or accounting services, ARTICLE XXV.-NO DI CRIMIN TAN, IO 25.1 Equal Employment Opportunity. Neither Tenant nor any affiliate of Tenant performing services hereunder, m pursuant hereto. will discriminate against any employee or applicant for employment because of race, creed, sex, color. national origin, sexual orientation. and disability, as defined in Title I of ADA. 251 No Oboriminstlon. The Tenant agrees (hut there shall be no discrimination W to race, calm, national origin, sex, age, disability, religion, income or family status, in Its employment practices or in the operations referred to by this Agreement, and further, there shall be no discrimination regarding any use, service, maintenance, or operation within the Facility. All services offered at the Facility shall be made available to (he public, subject to the right of the Tenant and the City to establish and enforce rules and regulations to provide for the safety, orderly operation, and security of the Facility. Additionally, Tenant shall comply fully with the City of Miami Beach Human Rights Ordinance, coddled In Chapter 62 or the City Cotle, as may he amended from time to time, prohibiting discrimination in employment (including Independent Tenants), housing, public accommodations, and public services and in connection with its membership or policies because of actual m perceived rasa, color, national origin, religion, sex, intersexuality, gender Identity, sexual orientation, marital and familial status, age, disability, ancestry, height, weight, hair texture and/or hairstyle, domestic partner status, labor organization membership, familial situation, or political affiliation. 40 Xwsgn Envelope le: 2A9EFIVIME6240ae6BF-F1EF6A0514M ARTICLE XXVI. MISCELLANEOUS. 26.1 Hoedings. The section, subsection are paragraph headings contained herein are for convenience of reference only and are not Intended to define, limit, or describe the scope or intent of any provision of this Lease. 26.2 severability. If any provision of (his Lease r r any portion of such prevision or the application thermal to any person or circumstance shall be held to be invalid or unenforceable, or shall become a violation of any heal, Stale, or Federal laws, then the same as so applied shall no longer be a part or this Lease but the remainder of the Lease shalt not he affected thereby and this Lease as so modified shall remain In fell force and effect. 26.3 Conflict of Interest. Tenant shall perform its services under this Lease and conduct Ina professional padol management and operations contemplaled herein, In a manner so as to show no preference for other padel operations/racNllies owned, operated, managed, or otherwise controlled by Tenant with regard to Its responsibilities pursuant to this Lease, 26A No htrd-Pan�enaricier). Nothing in this Wears shall confer upon any person or entity, including, but not limited to subtenants, other Ihen the parties herein and their respective successors and permitted assigns, any rights, or remedies by reason of this Lease, 26.5 City Manager and City Manager's Designee. The City Manager is the Executive Director of the City. The City Manager's designee, who is the person designated to administer this Lease shall be the Parks & Recreation Department Director. The City Manager shall have authority to approve any amendments to the Lease within the City Manager's purchasing authority under the City Code of Ordinances; however, the City Manager's designee shot have authority to administer the day to day coordination with Tenant and other administrative approvals on behalf of the City 26.6 City as Landlord i1 Its Proprietary Capacity. In all respects hereunder, the City's obligations and performance is pursuant to City's position as the owner of the Premises, acting in its proprietary capacity. In the event the City exercises its regulatory authority as a governmental body, the exemisa or such regulatory aulhomy and the enforcement of any rules, regulations, laws and ordinances (Including through the exercise or the City's building, fire, code enforcement, police department or otherwise) shall be deemed to have occurred pursuant to City's regulatory authority as a governmental body and snall not be attributable in any manner to City as a party to [his Lease or In any way be deemed in conflict wfm, or a default under, the City's obligations hereunder. 26.7 HuMina Over If Tenant remains In Possession of the Premises after the and of the Term without I laving executed and delivered a new lease a an agreement extending the Term, there shall be n r tacit renewal of this Lease or the Term, and Team shall be deemed to be occupying the Premises as a Tenant from month to month at a monthly Minimum Rent payable In advance on the first day of each month equal to nNce the monthly amount of Minimum Rent payable during the last month of the Tem, and olherwise upon the some terms as are set roan In this Lease, so far as tloy am applicable to a monthly tenancy. 26.8 Waiver Pardal Inval' it . If Ilia City oxmises or condones any default by Tarrant of any obligation under this Lease, this shall not be a waiver of such obligation in resti of any cunlinuing of g WnEnvelopel[) subsequent default and no such waiver shall be Implied. All of the provisions of this Lease are to be construed as covenants even though not expressed as such, If any prevision of this Lease is held or rendered Illegal or unenforceable it shall be considered separate and severable from this Lame and the remaining provisions of this Lease shall remain in force and bind the parties as (lough the Illegal or unenforceable provision had never been included in (his Loese- 20.9 41ecgLi(LIg, Neither Tonanl nor anyone claiming under Tenant shall retold this Lease or any memorandum home[ in any public records without the prior written consent of the City. 26.10 Neliges. Any notice, consent, or other Instrument required or permitted to be given lador (his Leese shell be in writing and shall be delivered In person, or sent by certified mall, return recelpt requested, of overal l express mail courier, postage prepad, addressed (i) If to the Clty, at the accrues set forth In Ilia Lease Summary: and (fi) if to Tenant, at the Premises or, prior to Tenant's occupancy of the Premises, at the address sot forth an the Lease Summary. Any such notice or other instruments shall be deemed to have been given and received on the day upon which personal delivery is made or, If mailed pursuant to certified mail. Ihen forty-eight (48) hours following the date of malling. Either party may give notice to the other of any change of address and after the giving of such notice, the address therein specified is desired to be the address of such party for the giving of notices. If postal service is Interrupted or substantially delayed, all notices or other Instruments shall be delivered in person or by ovemighl express mail cruder 26.11 Successors Joint and Several 1-mblld , The rights and Imblllties created by this Lease extend to and bind the successors and assigns of the City and the halts, executors, administrators, and permitted successors and assigns of Tenant. No rights, however, shall inure to the benefit of any transferee unless such Transferee has been approved by the City. It there Is at any time more than one Tenant or more than one person constituting Tenent, their covenants shall be considered to be Joint and several and shall apply to earth and every one of them. 20.12 Captions and Section Numbers. The captions, section numbers, article numbers, and table of cor tints appoaring in this Lease are inserted only as a matter of convenience and in no way affect (he substance of this Lease. 26,13 Extended Meanings. The words "hereof," "hereto," "hereunder," and similar expressions used in this Lease relate to the whole of this Lease and not only to the previsions In which such expressions appear. This Lease shall be read with all changes In number and gentler as may be appropriate or required by the context. Any reference to Tenant Includes, when the context allows, the employees, agents, invltum, and licensees of Tenant and all others over wham Tenant might reasonably be expected to exercise control. This Leone has been fully reviewed and negotiated by each party and their counsel and shall not be more strictly construed against either party. 26.14 Entire Agreement: Governing Law: Time. T his Lease and the Exhibits and Riders, if any, alladmd hereto am Incorporated harem and set forth the entire agreement between the City and Tenant concerning the Promises and there are no other agreements or understandings between [from. This Lease and its Exhibits and Riders may not be modified except by agreement In writing executed by the City and Tenant. This Lease shall be construed in accordance with and governed by the laws of ilia Stele of Florida. Time is of the essence of this Lease. 2015.No Partnership. The parties hereby acknowledge trial it is act their Intention under this Lease to create between themselves a partnership, joint venture, tenancy -in -common, pint mrency, co -ownership, of agency relationship. Accordingly, notwithstanding any expressions or provisions mainland herein, nothing in this Lama, whether based on the WICulatlon of rental or otherwise. shall be 42 a ign Envelope ID. construed or deemed to creole, or to express an Intent to creole, a partnership, joint venture, tenancy-ln common, Joint tenancy, co-mrionshp or agency reladimshlp of any kind or nature whatsoever between the padres hereto. The previsions of this section shall survive expiration of the Ten. 26.16 quiet Entovmenl. If Tenant pays rent end other charges and fully observes and performs all of Its obligations under this Lease, Tenant shall be entitled to peaceful and quiet enjoyment of the Premises for the Term without interruplion of inlerference by the City or any person rlainlng through City. 26.17 Smkero The Clly and Tenant each represent and warrant one login other that neither of them has employed any broker in mnnectlan with the negotiations of the terms of this Lease or the execution thereof. Tho City and Tenant hereby agree to indemnify and to hold each other harmless against any toss, expense, or liability with respect to any dalms for commissions or brokerage fees arising from or out of any breach of the foregoing representation and warranty. 26.10 Ra4pr Notice. Chapter 88.285, Laws of Florida, requires the following notice to be provided with respect to the contract for sale and purchase of any building, or a rental agreement for any building. RADON GAS: Radon is a naturally occurring radioactive gas that, when II has accumulated in a building In sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and stale guidelines have boon found in buildings In Florida. Additional Informalion regarding radon and radon testing may be obtained from yore county public health unit. 26.19 Execution. This lease has been submitted for discussion purposes only and shall not be doomed an offer by either party to the other to enter into this Lease unless and unlll this Lease shall have been executed by both parties, indicvll g their acceptance of the terns and conditions contained herein. 26.20 TRUE BY JURY. THE CITY AND TENANT EACH HEREBY WAIVES ITS RIGHT TO A JURY TRIAL OF ANY ISSUE OR CONTROVERSY ARISING UNDER THIS LEASE. (SIGNATURE PAGE TO FOLLOW) 43 Dow qn Ew JW 10'. MEFWB-2E624C3&BWFfr F8G SI1 EXECUTED as of the day and year first above when. ATTEST: LANDLORD: CITY OF MIAMI BEACH, FLORIDA, a Florida municipal corporation BY: By. Rafaol `. Gm , Clty Clerk �f . Eric T. Corponto , City Manager Data:_ JANvp ��� G.a+i. ip <,Al Bk;l �P................0' yy�yy� S ¢ �INCOR? tiRGiEQ; WITNESS: TENANT: MIAMI BEACH RACQUET CLUB, LLC, a Florida United liability company Noruy PuBs-, By: bV(nnM2r�p7p B With Pyrint ame/fltle:.ryj—�yt-�%dbrA_ CcdrrA. P , Print Name Date:S/7naS APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION LI? - e5 44 /f CAYNb Y //,,,T— Cate O iBn Env*lWiR 2AOUM-2E62dC2 MBF-PIFFMO61426 EXHISIT'A" SKETCH OF FACILITY ® ;!!!¥�lz�!l;�P ,| ) ,|!\t\}||f/�){ ! |§^ - .w9aRG•�12f. «D/ 99!©R52a`�A�� //\\ /\\/�| � ;A2aCA�2 I2)§ Dw sign Envelope ID: MEF020-2EB2IC38- K-FMF6 14n d %Illj 0 S ti f� N i DomMo Enaebpe ID: EXHIBIT "B" PERMITTED USES OOAvWE VaWpe 0:3 EFM&M24C3& F�7EFMM1A% x3.1 E%NIRIVC &nnTary I Y K..0 Wn �4.Y�. wur..mngw wnn F rwYy wbhr rW � Mrnwuan arlYw� nYrwn♦ vWnwul wwwp w rM�ry q.Mhgrn �w.pvnnaww a.arYN.rgrxRgewnurtuuYYYMrYrubMnllwy.wr WrmManrwprNwWn�wlyV Nvwxux+.F,une arYlurvun Wrymunnurnm.wrtetlrY.wx WeYa�MY W iMwwYW Wlq P+/Oei 4lprYx.,µngnwrYuwnerraPr� rlrwhriyyuY.yviwmhiawnYwwnl.owwwx .IYpruYxMryurt.vi R.Yrwe wgMaYad.wra �I.NwwrwYrnnmNnumYV . MViryrYwow W ylwurnrrY. YNYiwipVMllMlar riMMYwdwnrrrP AIwmYYMaxMM NYIAmrlwMa4YIMYaswYYYgY✓w�w..Iw.arurrw.Y lwwsvrra.VY unNrerrmµrrr�w✓y.ru�wwr..raw rr.n Vnl.lYw Ynnrb![IwY4YwnYYI11YMMtownMnr.wMrwnwrn.Nwrw.m,rrwnY rulm.... u.a.n•nrvr vauy, r:ary 4e.aMYPMrMVouWYnWYwYAMwymw+aVb.avu lY lbMwrn WntrY4wxunrw�Yw urrr{1w MwrYYwCl/YyMlwl[�'wYM YnwhµM wwxn.wlvurruu n.Mrpsr0.nnM rrYYmlryn. p.rwrnr an Yuar mmw �rYariwraMArlrYar�1W Y41WWrW4ua wwn�+rVYnWYwnrMwwY>Nmnrxuuwnaaw.vven Rr'rsu HIVwYNIIYYwallyYww WwYIYMwNr PNlwYwre MirwxarmN4Mxaxw.r {Y}YNaYwrYIrICYIIwNMy.wwJYb vYwYrr ulY o-nr �y^.innrYnew�n+� ^� arunry •YMVrYMwY IYSNY rY WmY yW�YYMrwY YrablMnbrYwlrM1nrprYrbMYr uwrwnurrnruwrrruuv WlwnwbwYewYw.wrwi4ssWnIMRbMYYMnrIY.MlxygrpyrYM1YpMmMN wtl H i pie ebl% 6 e as. M | ! |� | m ! § it M fl E2 F E 0 m S La V. E M V 9$ �a B I� i T a Docu"a Envelope ID: Z F038- 83JC38E0181`F]EFM@51/38 EXHIBIT `C' TENANTS HURRICANE PLAN For Public sa/oty conuideratlnns In emergency situations, Including, without limitation, o threatened tropical storm or hurricane, Tenant shall execute the attached Hurricane Plan: Dmucipn Envelope ID:2 10EF03B-2E624C38-BOBFi7ER IA051126 HUrticane Preparedness & Responewt Plan Tenant O rdarallons -Pagel %Courls & Roof Cover (Miami Beach Objectives Prolecl life and safety of all staff and player. Miniml20 damage to Pagel ruins, roof covers, and assockh d 14111res. Ensure compliance with lease obligations, Miami -Dada building code, and insurance requirements, Establish a clear dismantling. securing, and recovery pmtocof Roles & Responsibilities Tenant I lurncruie Cuardinalor• Club Manager - overall command, liaises Willi landlord & emergency services. Padel Operations Teem: Remove nals, protect furnishings, secure equipment. Documanlallon Lead: Phnlo'viden record conrlltion twforalaRer, maintain logs for insurance Pre -Season Preparation (May 1 - June 1) Maintain updated as-bui8 drawings and dianwntling schematics. Idenllly secure storage (dry warehouse or cool for removed elements. Conducl training drill with crew (dry run dismantling of one bay). Verify Insurance coverage, landlord responsibilities, and FEMA guidance Pm,position equipment: Mlle, scaffolding, wrenches, slings, PPE Hurricane Watch Protocol (72-48 hours before impacq tenant Coordinator ectivales plan, notify landlord and insurer. Document condition with phoms. Hurricane Wfi Pral000l (48-24 hours before Impact) Camplote dismantling of root cover panelslmambranes per engineer's sequence. Complete dismantling of pager court panels per engineer's sequence Remove all loose equipment nets, balls, benches, sgnage, trash bins nLsconnecl and serum electoralllghling fixtures on roollcover Begin disorienting non-strucusal safe panels, mesh, awnings, F'VC membranes tower of furl flexible fabdUPVC roofs to ground Secure sleet framing Willi bracing and hurricane straps (If partial disnwnlling only) Cneck drainage - clear root/ground drains to avoid podding Verify all loose materials are stored or lied down. Evacuate all non -essential personnel Post -Storm Recovery Wail for all -clear hom local authorities. Inspect trader court structure for: misalignment, glass breakage, water intrusion, mofHmme damage. Reassemble mot covers in reverse sequence, ensuring specifications on hoMs. Engage engineer to cerldy stmcrure before reopening Doceolpn Envelope m: 2A9EFW3 E624C38-8p3F-F7EF"W 1426 File Insurance Gains with dooumenlation package Debrlul with learn. what worked, what nreds adjustment Timeline (Hurricane Category 3+ Forecast) T 72h: Activate plan, notify stakeholders, remove e4tupment T-80h: Begin dismantling non-structural covers A panels. T48h: Continue mot dismantling, secure materials in storage. T36h: Complete dismantling, iirepact Site, series ulllities. T 24h: She closed, all personnet evacuated. Post -Storm + 12h: Inspection team returns. Post -Storm +4Bh: Begin reassembly It safe. D wsgn Enwlo ID: MgEF0362ES2403 806RREFW51426 X I IT" " CITY'S CUSTOMER SERVICE STANDARDS TELEPHONE •I'onh Ib,,,I 111 ..man.. I. IJ ,_l Io, L.•u,i,;r; 1 rp p ..:al IIIL Ltll II q I.I L • 1 r r.^ I' p I. 'Ib r I p I Lo �� •Cr II em rwll bo o,a nr rrn.bn l; 13 , <v� d •. pv.; c, 8aocl I Sn c M1 yc,r • _m .r ,ob mep l'J'ry. f r provid;ng Jh, oyor 4 w,..oc•,......a • qpq ' p on lmm -dIj, Klo.rI,novel f11 IIIIJI I IIII- b dl O rnd!�n i,n to an -al Ulhul I V6 ,I mslr y'.nlnunlfrn I hd M'�^ .. ..r n aLm,. ,, uud ailm r.,, w6oc lm Ih., cu;lo •Ihr 1 n nrvw u. Ir yondrd G41,,, I qj 11,wnMFf r WRITTEN •co.......na,,.,,a l..r ug,oun,rq COR0.fl PONOINC[ •I,,� I op wJ hd 1 u. Vtu. do ' d'III an,111 .1 1,Il.11 •Aa1 II A Ir .Icriv •pr.Y i�fmnna 11 Flr c I,nt., Lu p .; n.r.,: ..o PERSONAL •4u,r do . „me- m. (nnc.N.r r�uwgs p.b o �I,Iu,.Mw ,..c•:, CONTACT •o,y, Jeo ,rd�,d«ad Ia „o,ox,/up rl .,e ,nyrcaodc.� m:,:m •Ad Nh 4 cn 1 1 b •f.,. , . Ju r,., ,_If MONITORING OUR PROGRESS M-0 -� I I. .,, b non < r m' D sgn Eme peIO'. 2A0EF038-2E624G -BOBF-"EFOA05,26 EXHIBIT "E" ESCROW AGREEMENT AND WORK LETTER 0owepn Enrol 10. 2A9 OF 2Efi24C]ae0eF-F]EFW51426 WORK LETTER AND ESCROW AGREEMENT THIS WORK LETTER AND ESCROW AGREEMENT (Ihis "Work Latter') I ached to a Inds a part of that certain Lease Agreement (the `Lease'), dated Ihfs 'G1 IN day of e,._b, 2025, by and between the City of Miami Beach, a Florida municipal corporation (co leciively, "Landlord"), and Miami Beach Racquet Club, LLC, a Florida Iknited liability company ('Tenant"), and SMGQ Law ("Escrow Agent`). The terms and provisions of the Lease are hereby incorporated Into this Work Letter by reference. In the event of any inconsistencies between this Work Letter and the Lease, the provisions of this Work Leger shall control. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them In the Lease. In consideration of the execution of the Lease, the mutual covenants and c(indilbns hereinafter set forth, and for other good and valuable consideration the recetpl and sufficiency of which are hereby acknmledged, Landlord, Tenant and Escrow Agent agree as follows: CONSTRUCTION OF TENANT'S WORK; TENANT DEPOSIT: 1, Building Sh u' C natraim of Tenant's Weds. Dw terms of the Lease watemplote that Landlord shall deliver to Tenant the Premises, with no improvements (other than as set forth in the Lease) In "As Is" "where is" condition, with Tenant providing all necessary utility connection ponds lucludii Q. but nol limited to. water, sewer, and electricity) sufficient for Tenant to use the Premises for the Permitted Uses. SuNect to the terms, covenants and conditions set form in this Work Letter, Tenant shall bi ileoul, construct andfor Install, at Tenant's sole cost awl expense, such wells, padiltons, ffxlures and other improvements In and to the Premises as Tenant deems necessary or desirable In order to make the Premises suitable for Tenant's Permitted Uses (the "Tenant's Work"). This Work Letter sels forth the agreement of Landlord and Tenant with respect to the construction andror installation of the Tenant's Work. and all ancillary matters connected therewith and Tanent's deposit into escrow, of certain funds, the disbursement of which is governed hereby. 2. Tenant Deposit. Once (I) Tenant has been issued a master building permit and (it) the wnstructiar contract contorting the budget for all of Tenant's Work ('Conslruclior Cunlfect") has been approved in writing by the Landlord, the Tenant shall deposIf with Escrow Agent the total amount of the herd costs In connection with Tenant's Work, which will be reflected [if the Construction Contract (the "Tenant Construction Fund") within five (5) business days from the later of the date of (I) and (li); however, in re, event later than thirty (30) days from the date of (i). Escrow Agent shall give written notice to Landlord promptly after receipt of the payment of the Tenant Construction Fund. Failure of Tenant to make this deposit on or before the date when due and Tenant felling to cure such default following thirty (30) days written notice to Tenant shall constitute a default by Tenant under this Work Letter and under the Lease, and shall entitle Landlord to exercise all remedies available thereunder or at law or in equity for Tenant's default. The Tenant Construction Fund shall be held and disbursed by Escrow Agent In accordance with the terms of this Work Letter to pay actual Hard Costs of conslructing the Tenant's Work. In no event, however, shall any portion of the Torten Construction Fund be used to pay any "Soft Costs.' As used herein, `Hard Costs" shall mean direct contractor costs of labor, malarial, equipment, services, and profit. Soft Costs shall Include, Without limitation, architectural, engineering and legal fees: costs of financing, Insurance, bonding. and security; impact fees; uglily hook-up fees; costs of permits; pre -construction and post -construction expenses, and all Dawian Envelope to 2"EF0O&2E624M&BOBFf7EI`6461426 other costs that are not direct costs of construction. All soft Costs shall be paid as and when am from Tenant's own funds other than the Tenant Construction Fund. 3. No Unused Tenant Construction Fund. Upon final completion of the Tenant's Work, and payment of the unpaid hard costs for such Tenenl's Work, any unused portion of mo Tenant Construction Furl shall be remitted to Tenant by Escrow Agent within seven (7) days after Escrow Agent's receipt of a letter executed by boll Landlord and Tenant conforming that the Tenant's Work has been completed and all Hard Costs have been paid. Tenant recognizes and agrees [hat Tenant has committed to expend not less than Three Million and Nollog Dollars ($3,000,000.001 towards Hard Costs of construction of the Tenant's Work, In the event lenanl falls to expend such amount. Tenant shall forfeit to Landlord, as additional Ran( under 0te Lease, [Ile unexpended portion of the Tenant Construction Fund, but In no event In excess of the amount Tenant is requied to expend toward suds Hord Costs under the Construction Contract. 4. Services landlord's Inspection. During build -out of Ilia Tenant's Work. Tenant shall be responsible for procuring, at Its own coal and expense, any and all utilities or services necessaryin connection llermth. Tenant shall be responsible for the cost of any addiii anal security which may be required as a result of Tananl's construction of Ilia Tenant's Work, which costs are Soft Coals and may not be paid out of the Tenant Construdon Fund. 5. Delay in Substantial Camolelbn. Tenant shall not commence construction of Tenenl's Work until the date specified by Landlord ("Stan Date') to Tenant In written notice, wlach notice shall he sent as soon as practical and shall not be unreasonably withheld, delayed, or conditioned. The Start Dale shall hot be provided until the occurrence of the following: (1) the date Tenant provides the Security Deposit under the Lease; (2) receipt of escrow letter from Escrow Agent evidencing the deposit of the Tenant Construction Fund; and (3) the Landlord approves of all Insurance requirements under the Lease and this Work Letter ("Estimated Consbuction Commencement Date"). Tenant shall use commercially reasonable efforts 10 Substantially Complete Ilia Tenant's Work In accordence with the Tenant's Construction Drawings (as hereinafter defined), not later than the Estimated Completion Dale. The "Estimated Completion Dale" shall be 18 months after the Date of Lease Execution (as defined in Item 1 of the Lease Summary). "Substantial Completion" shall mean 0» dale [het a final Certificate of Occupancy has been issued for the Promises and the architect has acknowledged that all work has been completed In accordance with the approved Plans, Regulatory Approvals and applicable Laws (as defined In Arlicla IV, Section 15 hereof), 6. Landlord's Dadatmer. Notwithstanding the issuance of any approvals or consents by the Landlord. Landlord has no obligation or responsibility whatsoever for (he adequacy, form or content of the Tenant's Construction Drawings, any contract, any change order, or any other matter Incident to the Premises or the construction of the Tenant's Work. Any Inspection of Ile Premises or the Tenant's Work shall be for Landlord's protection only and shall net constitute any assumption of responsibility to Tenant or anyone else with regard to the condition, construction, maintenance or operation of the Promises or the Tenant's Work or reliove Tenant of any of Tenant's obligations. Tenant shall select all surveyors, architects, engineers, contractors. malerralmen and all other panens or entities furnishing services or materials to the Promises; however, the contractor and the amhilect shall be subject to approval by the Cily Manager, which approval shall not be unreasonably withheld, delayed, or conditioned. Landlord has no duty to supervise or to Inspect 01e Premises or the construction of the Tenant's Work nor have any duty of care to Tenant or any other person to protect against, or inform Tenant or any other person of, the existence of neggganl, faulty, inadequate or defective design or construction of the Tenant's Work. Landlord shnll not be liable or responsible for any defect In the Premises, any other portions e9cusipn Errvebpa ID: Zii9EF03&2E$24C3"0WF EFfiVel420 of the Garage of the I onanl's Work, the performance or dolaull of Ter 1, Tenant's Arehilecd or Engineer, Contractor, crony other party, or for any failure to construct, complete, protect or insure the Tenant's Work, or for Its, payment of costs of labor, materials or services supplied for the construction of the Tenant's Work, or for the performance of any obligallon of Tenant whalaoever, unless any such defect or failure to perform Is, directly or Indirectly, caused by Landlord's gross negligence or willful misconduct Nothing. Including acceptance of any document or instrument, shall be construed as a representation or warranty, express or implied, to any party by Landlord. Inspection shall not conslfblte an acknowledgment or representation by Landlord that there has been or will be canpllanco with the Tenant's Construction Drawings a applicable Laws and governmental requirements or that the construction Is free from defective materials or workmanship, Inspection whether ornot followed by notice of default shall not constitute a walvor of any default than existing, or a waiver of Landlord's right thereafter to insist that the Tenant's Work be constructed in accordenca with the Tenant's Construction Drawings, applicable Laws, any City board approvals and other govammealal requirements. Landlord's(allure to Inspect shall act consthute a waiver of any of Landlord's rights under the Lease or Work Letter or of law or In equity. Tenant agrees that It shall be solely responsible for supervising the conslrucllon of the Tenant's Work, and Landlord shall have no obligation to provide any such administralive or management services. it TENANTS CONSTRUCTION DRAWINGS; BUDGET; DISBURSEMENT OF TENANT'S CONTRIBUTION FUND: I. Contents of Tenant's rianslrUatlon Drawing . The Tenanl's Work shall be completed in accordance with Tenant's Plans, as approved by landlord In its proprietary capadty pursuant to Article V of the tease, all Regulatory Approvals and applicable Laws. Z Tenant's Architect; Tenant's Engineat s. Tenant shall employ a Florida licensed architect approved by Landlord ("Tenant's Architect") in preparation of the Tenant Plans, which shall be prepared and sealed in such a manner as may be required for the issuance of a building permit. Such approval shall not be unreasonably withheld, delayed, or conditioned. All engineering drawings (the "Engineering Ofawings"), shall be prepared by ongineer(s) approved by landlord ('Tenant's Engineers"). 3. Modification of 'Tenant's Construclian Orewnas. Once approved, except as provided In Article IV, Section 10 hereof, Tenant shell not make any changes, revisions, or additions to the Tenant's Plans and Tenant's Construction Drawings without the prior written approval of Landlord. Tenant shah provide Landlord with computerized architectural drawings ("CAD') of the Tenant's Plans and Tenant's Consbuctlan Drawings on disk, Upon completion of the Tenanra Work, Tenant shall provide Landlord with'as-bulk" plans both In blueprint form and In CAD form. 4. Construction Budgetlenant shall cause Contractor to prepare a detailod budget Setting forth the total cost and expenses for construction of the Tenant's Work in accordance with the Tenant's Construction Drawings, which budget shall reflect actual Hard Costs of construction of nor less than $3,000,000.00 and shall be subject to the approval of Landlord, which shall not be unreasonably withheld, delayed, or conditioned (INS "Budget"). In the event that, al any lime during construction or Ihe'renanl's Work, the amount retail in the Tenant Construction Fund Is not, in the reasonable opinion of Tenant's Architect or Contractor, sufficient to complete the Narc Costs of the Tenant's Work, Tenant agrees to contribute a sum squint to the deficiency ("Tenant's Excess") into the Tenant Construction Fund upon thirty (30) days prior written notice. Dowsgn Envelope ID2A9EF03B-2E624C3 0BF-FM%A061x26 T he Escrow Agent shall not be entitled to disburse any portion of the Tenant construction Fund until Tenant shall have deposited the Tenant's Excess Into the Tenant Construction Fund b. Disbursement 01Tenanl Construction Fund. Tenant agrees that in connection with any request for disbursement of Iha Tenant Construction Fund, Tenant shell comply with each of the requirements set forth In Article V hereof. Tenant further agrees to provide Landlord and Escrow Agent with prod of compliance prior to disbursement of any portion of the Tenant Construction Fund. III CONTRACTOR: CONSTRUCTION CONTRACT: PERFORMANCE BOND: BUILDING PERMITS: 1. goitracto. The Contractor employed by Tenant shall be subject to Landlord's afgroval, which shall not unreasonably be withhold, delayed, or conditi<med (,Contactor,). and shall enter Into a construction contract with Tenant ('Con8huctioh Contract'). The Contractor shall he responsible for obtaining all necessary permits and approvals, which expense shall be a Soft Cost and shall not be paid for out of the Tenant Construclion Fund. All construction performed by the Contractor shall be done in accordance with, and subject to, each of the terms, covenants and conditions set forth herein. In addition thereto, Tenant shall advise the Contractor, and all subcontractors, materlalmen and suppliers that he interest of LarldMrd in the Premises or the Garage shall be subject to liens to secure payment of any amount due for work performed or mater1815 installed in the Premises. 2. Butldtno Permits. Prior to commoncing any work. Tenant shall obtain, at its sole cost and expense, and shall furnish copies to Landlord, all building and other Parmll6 required to coratnot the Tenant's Work. The cost for such building and other permils are Sog Costs and may not be paid out of the Tenant Construction Fund. 3. Performance Bond. Tenant shall require Its Contractor to provide unconditional performance and payment bonds covering the total value of the Tenant's Work issued by surely reasonablyaccepteble to Landlord. Said bonds shall be issued for each subcontractor, contractor or malerlalman furnishing material or providing labor or services to the Premises and shall (1) name Landlord as an additional obligee, (it) be in an amount, in form and content, and Issued by sureties, reasonably satisfactory to Landlord and (III) be in compliance with all applicable Laws. The rust of the performance and payment bond premiums are Soft Costs aril may not be paid from the TenantConstnlclion Fund. IV, TENANT'S COVENANTS WITH RESPECT TO CONSTRUCTION OF THE TENANT'S WORK: Tenant hereby covenants and agrees with Landlord as follows: i. 4onslruction. (i)Priortothe commancemantofcoratruclionof the Tenant's Work. to record a Notice of Commencement in the Public Records of Miami -Dade Cw1nty, Florida, and to post a codified copy thereof In the Premises, In accordance with the requirements of Florida Statutes, Chapter 713, and to designate Landlord as one of the parties to receive a copy of all notices to owner, (Iq lo cause the Tenant's Wort W be conslrUcted io accordance with Ile approved Tenant's Plans, all Regulatory Approvals, and all applicable Laws, (iii) to do no act that would relieve Contractor from its obligations to construct the Tenant's Work according to the Tenant's Plans, and (tv) 10 make no amendments, other than modifications or change orders as D agn Enn ,,eIn: 2ABEF088-2E624W8d0eF-F1EF8A051428 Inay be permilled hereunder, to the l enent's Construction Drawings wlllloul the prior written consent of Lantllord, which shall not be unreasonably wllhheld, delayed, or condllloned 2. 69IRIM0111 of Contract r to C motets Comarmol'on A'e ment of Tenants Ar err. To promptly furnish Landlord with the written agreement of Contractor, reasonably acceptable to Lendbrd, that, in the event of a default by Tenant hereunder or under the Lease or under the terms of the construction contract between Tonanl and Its Contractor (lhe'Construction Conlracr) and Um lopes of any applicable cure period under said agreements, Contractor wig, at the written request of Landlord, continuo performance pursuant to the Construction Contract, until completion of construction of the Tenant's Work, provided Contractor is reimbursed for all work done subsequent to Landlord's written request for Contractor to complete construction, Tenant shall also furnish Landlord with the written agreement of Tenant's Architect and Tenant's Engineer, that, following a default by Tenant hereunder or under the Lease and the lapse of any applicable cure period, (q Landlord shell be entitled to the use and beno0l of lire Tenant's Construction Drawings and (11) Tenant's Architect and Engineer will congmre performance under its agreement will Tenant, for the benefit of Landlord, upon written request therefor by Landlord, provided that Landlord pays Tenant's Architect and Tenant's Engineer for all services rendered by Tenant's Architect and Temint's Engineer after Landlord's request. Landlord, at Its seta option, shall be emitted to use the Tenant Construction Fund to pay amounts owed to Contractor, Tenant's Architect and/or Tenant's Engkwer pursuant to this paragraph, and Escrow Agent shall promptly disburse the funds to Landlord upon Landlord's wrihen request. 3. Insurances. To ootain and deliver to Landlord prior to the commencaimeni of construction of the Tenant's Work, all insurance or evidence of all Insurance required under the Lease and, In addition thereto, the following (all of which are soft Costs and may not be paid for out of the Tenant Construction Fund): (a) Builder's Risk Insurance. Builder's risk Insurance, with a deductible of not MOM than $5,000, that shall (1) name Landlord, as an additional insured, (h) provide coverage equal to the highest Insurable value of the Tenant's Work (but in no event less then the contract price under Construction Contract), and (ill) be in such form and Issued by such companios as shall be approved by Landlord. such approval mall not be unreasonably withheld, delayed, m conditioned. The originals or ciamfied copies of such policies, together with appropriate endorsements thereto, including, but not limited to, the written agreement by the insurer or Insurers therein to give Landlord thirty (30) days prior written rogue of Intention to cancel w amend, shag be pranplly delivered to Landlord; said insurance coverage to be kept In full force and effect at all tines during construction of the Tenant's Work, (b) statutory Employer Liability and Workmen's Compensation Insurance. A certificate or certificates from an Insurance company reasonably acceptable to Landlord, confirming that Tenant and Contractor have obtained statutory worker's compensation and employer's liability coverage in an amount nol loss than required by law, without allowance for any exemption thereunder. (c) Automobile In varm. Business and Automobile Liability with mmrnurn fringe of One Million and NoA00 Dollars ($1,000,000.00) per occurrence combined single Imil for Bodily Injury Liability and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edgier, of the Business Automobile Liability Policy, without restrictive endorsements, as Bled by the Insurance Services Office and must in fude: (1) Owned Vehicles, (2) Hired and Non -Owned Vehicles; and (3) Employers' Non -Ownership. e at,n E"V J*ID'. 2PBEFaae-2E82.4Da6-BOBF-F1EF6AO61a26 Any policy of Insurance hemin requirocl shall contain a contractual liability snum lament covering Indemnity and defense obligations of Tenant and such other coverage as may reasonably be required by Landlord. Such policy will among other things, make specific reference to the Lease and Work Letter, Any policy obtained by Tenant insuring against lass by physical damage to any portion of the Tenant's Work or 10 materials to be incorporatad In the Tenant's Work or covering Tenant's or its contractors facts, supplies, machinery or equipment shall contain an endorsement providing that the insurer walves ila rights of subrogation against Landlord and any other named or additional Insured. Nothing In this Section shall give or create In any third party any claim or Tight against Landlord, except that Which may exist irrespective of this Section The Insurance required hereunder may be contained in one or more policies. Prior to uummancemanl of any conshuctksi. Tenant stall furnish in Landlord mitificafes or copies of Policies showing that the insum sm Is In force and Thal the piemitans due thereunder shall have been paid and that the subcontractors o1 Conlmctm, and suchothxr porsons as Tenant may direct am named os Insured persons jointly with Contractor in respect of any loss covered. Tenam shall provide Landlord with notice of any cancellation, termination or modification of any required Insumnca coverages. In the event of any lailureof Tenant to furnish and maintain Insurance required hereunder, Landlord, at Its option and without waiving the default of Tenant, shall have the right to provide Tenon: with written notice of such noncompliance. Tenam shall have five (5) business days after receiving such notice to obtain the required insurance It Tenant does not do so within that period. Landlord shall have the right to obtain such Insurance for, and in the name of, Tenant . In such event Tenant shall pay the coat Iheroof upon written demand and shall furnish all informallon required by the insurance carver. 4, In addition to the foregoing insurance, Tenant shall, prior to commencement of conafnkllon, provide or cause to be provided to Landlord from arch subcontractor performing services or furnishing labor at the Promises (1) general Itabillly insurance, with limits of One Million and No/100 Dollam ($1,000,D00.00) per occurrence and Two Million and NoN100 Dollars ($2,000,000.00) in the aggregate and (2) automobile Insurance in form and content and In such amount as Landlord may require. S. Subrooall - The terms of Insurance policies referred to in Section IV Subsection 3(c) and Subsection 4 shall Preclude subrogation claims against Tenant. Landlord and their respective officals, employees and agents. S, Insurance Coonemlion, To cooperate with Landlord in obtaining for Landlord the benefits of any insurance policy or other proceeds lawfully or equitably payable to k in connection with the transactions contemplated hereby and the collection of any indebtedness or obligation or Tenant to Landlord Incurred hereunder. 7. Commencement and Completion of Ca sl i rig . Tenant shalt diligently pursue construction to completion, In Accordance with (I) me Tenant's Plans, (if) all Regulatory Approvals; (IN) all applicable Laws; and (iv) such reasonable miss and regulations as Landlord may Impose from time to time in writing to ensure the orderly construction of the Tenant's Work. Tenant shall pay all Soft Costs from Tenant's own funds and not from the Tenant Construction Fund and supply such sums of money and perform such duties as may be reasonably necessary to complete the construction of the Tenant's Work on or before the Estimated Construction Commencement Date pursuant to the Tenant's Construmilun Drawings and In full compliance with all of tfm Wrens, covenants And conditions of this Wuik Letter. Tenant shall satisfy all liens. Gains, poottign Envelope if): M EF039-2E02JC35 11FF F6M51428 Of 86880emenls (actual or contingent) assened against the Premises, the Building or the Prolm, for any material, label. or other items furnished in connection with the construction of the Tenant's Work, and sliall comply with the Florida Mechanics' Lien Law, Chapter 713, Florida Slalules. In connection with the construction of the Tenant's Work, Tenant shall comply or cause Tenant's COMraclor to comply with all construction, use, building, zoning, and other similar requirements of any govemmental authority having or asserting ludsdietion over the Premises or the project. Upon written request by Landlord, Tenant wll Provide evidence of satisfactory compliance with all of the foregoing to Landlord In the event any lien shall be fled (whether properly or improperly) against the Premlaee, or the Protect, II shall be removed, satiated or transferred to bond by Tenant within ten (10) days after 11 becomes aware of such Ilan. Tenants failure to do so within the len (10) day period shall be a default hereunder and under Ilte Lease, and (i) Escrow Agent shell have no further right to make any disbursement to Tenant hereunder from the Tenant Construction Fund. and (it) Landlord shall be entitled to evall Itself of all rights and remedies provided for hereunder or under The Lease. O. Right of Landlord In Inspect Premise. To Permit Landlord. and Landlord's empinyees and Landlord's consultants, If any, and their representatives and agents, to enter upon the Premises and to inspect the l'enant's Work and all materials to be used in the constmcllnn thereof; and to cooperate and cause Contractor to nooPerate with Landlord and Its employees, representatives and agents dumig those inspedlons; Provided, however, that piis provision shall not be deemed to Impose upon Landlord any obligation to undertake such inspeclions. 0. ge�ieptbn of DeleGs. To correct any material defect In the Tenant's Work, or any departure from the Tenant's Plans not approved by Landlord or permitted hereunder within a reasonable timeframe, not to exceed ninety (60) days foliarving wriften notification to Tenant, without any additional cure period being applicable The advance of any portion of the Tenant Construction Fund shall not constitute a waiver of Landlord's right to require compliance with this covenant. 10. Chance Orders. to permit no deviations from Tenant's Plans, other than Minor Changes (as defined heroin), without the prior written approval of Landlord, which approval shall not be unreasonably withheld. delayed, or conditioned. Notwithstanding the foregoing, Tenant may make Minor Changes to the To..We Plans and Tanam's Construction Drawings without the prim written consent of Landlord. Minor Changes, as referenced herein, shall mean any chargas that(1)do not deviate from the requirements in the Lease, Including the Permitted Uses described In the Lease, Ole initial size of each component of the Permitted Uses approved in (he Plans, or any approved specifications for the components; (11) are made in compliance with the requirements of a City regulatory department, such as the Building Department or Public Works Department, or of a City board, such as Ole DRB; (hi) cumulatively increases the construction OrT ellne by six (6) months or less; and/or (tv) have a value of $100,000.00 or less. Tenant shall provide Landlord with monthly wdllen reports, selling lorth an updated Budget that reflects all approved change orders and any other revisions affecting the cost of Tenant's Work. Each such report shall Include a detailed MOOMlllallon of costs incurred, projected costs to complete, and the total anticipated cost of Ionanl's Work. To the extent the: any updated Budget exceeds the balance then remaining in the Tenant's Construction Fund, Tenant shall, within lea (10) business days after delivery of the updated Budget, deposit into Vie Tenant's Construction Fund additional funds equal to such excess, W that the balance of the Tenenl's Construction Fund at all limes equals or exceeds the total anticipated cost of Tenant's Work as shown In the most recent Budget. 11. o i i atiio" 1 Ices, bYSubcontractors and Matedalmat. To advise Landlord monthly and in writkg. it Tenant receives any wrVten Notice to Owner from any laborer, Doorsi9n E.10. 2A9U@3B-2E624C36eBBF-F7EFBA96h A26 sulhcontfai or maleriainhan In connection with any labor or materiels furnished In the construction of the Tenant's Work. 12. Fudhar Acts. 10 do and eserute ail and such lur Fier lawful and reasonable acts, documents, and assurances for the better and more effective carrying out of the Intent and purpose of this Work Letter, as Landlord shall reasonably require from fines to lime. 13, Architect's Opinion. To furnish to Landlord upon request, the written opinion of Tenant's Architect, in fomh and content reasonably satisfactory to Landlord, certifying. that, based on inter alia, (1) Mchfleel's preparation of the Tenerife Plans; (it) Architect's supervision and •mir ecllon of construction of the Tenant's Work; flit) all applicable Laws; and (iv) Archileel's professional knowledge and judgment: that (a) the Tenant's Work has been conslrocted in accordance wibt the Tenant's Plans and all Regulatory Approvals, (b) Tenant's Work is in compliance with all Laws, (c) the proposed Tenent's Work can be constructed hi arxordance with the Tenant's Plans for a cost that does not exceed ilia price set forth In the Construction Contrecl, and (d) the amount remaining in the Tenant Construction Fund Is sufficient to pay for all unpaid Hard Costs of Construction. 14. Cedificata of Occuoancv. ro obtain and furnish to Landlord a copy of a final certificate or occupancy, or suon other cerggcala or approval required by any governmental agency to ensure that the Tenant's Work has been finally completed and that Tenant can occupy the Premises. 15. [ orda Buildino Laws. Tenant and contractor shall comply with all applicable provision of the Florida Building Codes Act, as amended from time to time, the Mian Dade Courtly Building and Zoning Code, as amended from time to dine, and all other applicable laws, rules, ordinances and building or zoning codes (collectively, the "Laws"). 16. Smoke Alcohol Drugs and Arms Free 5ila. Tenant acknowledges that the Premises and the Project shall be designated as a smoke, alcohol, drug and arms free sae (the "Project Designation"). Tenant covenants to observe said Project Designation and to cause Contractor and all other contractors, subcontractors and matadalmen employed In the construction of the Tenant's Work to comply with said restrictions. Violation of the Project Designation by Tenant, Contractor or any contractor, subcontractor or matorialman employed in the construction of the Tenant's Work shall conslllulo a breach of the Lease, provided that Tenant shall have thirty (30) days after written notice from Landlord to cure such violation before Landlord may exercise its remedies for such breach. In addition to all other rights and remedies of Landlord hereunder, in the event of a violation of the Project Designation by any contractor, subcontractor or materialman. Landlord shall have the right to cause Tenant to terminate the contractor, subcontractor or malenalman causing such violation. In order to facilitate the enforcement of this provision, Tenant agrees to include language in its contract with Contractor, and any other third Party. provisions (1) requiring the Contractor and third party and any of their contractors, subcontractors and materfalmen be observe said Project Designation and (II) permitting the Tenant to terminate any contractor, subcontractor or matedshnan who falls to observe sold Project Designation. Tenant agrees to Immediately advise Landlord of any violation of the Project Designation that Tenant has actual knowledge of 1T Parking; Location of ConstrUctlon Dumnsiers and 51omoe Trailers Temperery Ba��in fA iIi@@. Landlord shall have the right to specify the location for the placement of construction dumpsters and storage traders used by Tarrant and/or Its Contractor in the construction of the Tedanl's Work During the huild-mil of Tenant's Work, Tenant shall be required D.Bg,Enveineft) 2 E1`03e-2Ea24d3e8081`F"EFRPa51426 to provide a Construction Parking Management Plan Thal is acceptable to the Clty as a =111stle fdc permit issuance and shall funkier be responsible for payment of any parking fees !elated t said Consdmcltn Parking Management Plan. To the extent feasible, the Cnnstnxalw Parking Management Plan shall permit Tenant to use Ne entire root fe thee, the .ln order le provide Tenant and Its conlractors, subcontractors and mate entire en with the Parking it, for Its ogeraltns and to Avoid Potential liability issues arising from Public use during construction. Tenant shall Also, at its own cost and expense (which shell be par, of Soft Coals), provide ec"Poary bathroom facilities for the conlaclors, subcontractors and maherialmen engaged in the consmlcdon of the Tenant's Work. 18, Meinlenancegl P I m C[n, rAic*os Tenant agrees to undertakethe removal of construction related trash on or about the Premises on a weekly basis. In the event that Tenant falls to comply wilt' (he foregoing, Landlord shall have Ne right, but not Ilan Obligation, to Undertake such trash removal and any reasonable expenses Incurred by Lndlund In connection therewith shall be payable by Tenant (as Solt Costs) within five (5) days after rewlpl of an invaice from Landlord. V. DISBURSEMENT OF TENANT CONSTRUCTION FUND; Subject to compliance with and fulfillment of each and Ovary of the formal. covenants and conditions set forth herein, Escrow Agent shall make dlsbursernernls out of the Tenant Construction Fund, up to the full amount or the Tenant Construction Fluid, In accordance war, this WoM taper and the following procedures: I, Request for Payment. At such lime as Tenant shall desire to obtain a disbursement of any portion of the Tenant Construction Fund for Hard Coats of Tenant Improvemen(cosls, Tenant shall complete, execute and deliver to Escrow Agent and Landlord e request for an advance on a form of draw request approved by Landlord, within Its reasonable discretion. Such draw request shah include, but not be limited to, the following Information: kdown requested, identifying each contactorY subcontractor, supptteaortmaterlre aalmen lotbet paid, then e amount to be paid to each such contractor, subcontractor, supplier or maledalman, and the work done by each such person or nlify for which payment to being requested; (b) a wily of all bills, Invoices or statements for which paymnI Is being requested must be attached to the draw request; (c) a statement by Tenant that waivers or releases or liens for all work performed to the dale of the draw request, Iran each contractor, subconlactor, materialman or supplier performing work or supplying materials to the Premises, and include said waiver, or releases of lien from subcontractors or materiamen to the draw request; all work for wlJch a statement by Tenant Ilia( Tenant or Tenant's Architect has inspectcd 's Architect's Inspection of the work, such work compliesIn Is all matedarespac sawlll, the T nanl'son tConstruction Drawings, any City Board approvals and other govemmental approvals, and appli rok, Laws (subject to minor "punch list' items set forth on such cnKcete), and that Tenant authorizes and approves the payment to each contactor, subcontractor, supplier of mate falman shown fin (he draw request, in the amount set forth In such draw request; Docuegn Eii tlia a ID'. 2A9EF03a-2E624D3aA08F-PEF&AM1e26 (a) a certification by Tenant (hat: all outstanding claims For labor, materiels and fixtures in connection with the Tenant's Work have been paid in hill as of the date of Has drew request or will be paid In full from the proceeds of the draw then being requested; (a) there are no mechanics. ma(erlelnwn or other lions filed in Iho Public records against the Premises, the Building or the Protect, ansing from or out of the construction of the Tenant's Work; (iii) Tenant has complied Willi all of 'renanl's obligations, ahll is not in default, as of the date thereof, under the Lease, the Work Letter of Ilia Construollon Contract (iv) all insurance policies required hereunder and under the Lease are in full force and effect; (v) all funds previously disbursed by Landlord from the Tenant Construclem Fond have been applied In accordance with the prior draw request; (w) the undlsbursed portion of the Tenant Construction Fund is sufficient to complete construction of the Tenant's Wait in accordance Willi the Budget the Construction Contract, the Tenant's Conslmction Drawings, and applicable Laws; (vii) there have been no dlanges In the Tenant's Consbuctlon Drawings other than those made pursuant to change orders permitted herauni (1) A consent of surely; and (g) such other and further information es Landlord may reasonably request. 2. Architect'e Cadiflcalion. Each draw request lot Tenant's Work costs shall be accompanied by the written certification of Tenant's Architect, certifying tile[, based on (i) Architect's preparation of Ifie Tenant's Construction Drawings, (if) Archilect's supervision and Inspection of construction of the Tenant's Wak, (III) all applicable Laws, and (iv) Ardulad's professional knowledge and judgment: (a) all Tenant's Work constructed as of aw date of the drew request have been constructed in accordance Willi the Tenant's Construction Drawings and in accordance with Tenant's Construction Drawings, City Board approvals and other governmental approvals, and all applicable Laws (subject only to minor 'Punch Fat' items set forth in soon radilica(e); (b) (i) neither Tenant nor Tenant's Contractor is in default under the Construction Contract (but such statement shall not be deemed a waiver of any claim Tenant may have or assert against Contractor), and (II) each contractor, subriontrador, malonelman Or supplier performing work on of supplying materials to it% Remises in connection with Ilia Tenant's Work has been paid in foil for all Work done or materials supplis(I, up to the dale of 0owaienE &W la: 2ABEFOOB-2E62dG BOBF-MFBAO514X Tenant's Archltecl's certification. except for amounts to be paid from the draw (hen being requested; (c) all work for which Tenant is sectGng disbursement from the Tenant Construction Fund, as reflected in the draw request. has been incorpomled into the Premises; and (d) the funds remaining in the Tenant Construction Fund are sufficient to pay for all Hard Costs required to complete the Tenant's Work 3. Cogddlons Precedent to Each Disbursement. At an time and In no event shall Escrow Agent be obligated or permitted to disburse funds from the Tenanl Construction Fund, (a) If any default or Event of Defoult hereunder or under the Lease or Construction Contract shall have occurred and remain uncured passed any applicable cure period: or (b) If the Remises shall have been damaged by fire or other casualty and Landlord shall not have received insurance proceeds, suf icenl in the reasonable judgment of Landlord, to effect the restoration of the Tenant's Work in accordance with the Tenant's Construction Drawings (and Tenant has failed to make arrangements satisfactory to Landlord for Die payment of such insurance insufficiency); or (c) It tzscrew Agent is actually aware that there are mechanics' Gems or other (lens In connection will, construction of the Tenant's Work, filed in Ilia public records against the Premises, the Building or the Project which have not been released or transferred to bond; or (a) If Escrow Agent is actually aware that the warranties and representations of Tenant set forth herein, and, If applicable, in Ilia Lease or In the Construction Contract, are false or untrue In any material respect as of the date of such advance; or (a) d Escrow Agent is actually aware that Tenant has have failed to comply with and perform all of its obligations under this Work Letter or has failed to deliver to Landlord all documentation required hereunder; or (f) lie Notna of Commencement ties not been filed and posted as required by Article IV, Section t tweet. (g) If Escrow Agent is actually aware that the funds remaining In the Tenant Construction Fund are insufficient to pay all Hard Coss to complete the Tenant's Work In accordance with the Tenant's Construction Drawings, City Board approvals and other governmental approvals, and all laws. 4. Retanaee. All disbursements Fran the Teranl Construction Fund shall he subject to the following retainages: (a) Five percent (5%) of that portion of each draw, or such lesser percent as may he approved by Landlord, which Is applicable to payments to be made under the Construction Contract, unless such retalnage has already been deducted from ilia draw request. Relainage relating to amounts due under subcontracts shall be released by Escrow Agent for each subconlranlor when the sibconlraclor has completed its contract to the satisfaction of the Contractor and Landlord. O.Itgn Envelope ID'. }AIIEF03B-2EB]4Ca BOBF- MFriAe51426 (b) The final consirucllon disbursenhanl, equal to no less than 5% of the highest balance of the Tenant Construction Fund, shall be withhold by Escrow Agent, and shall be disbumod along wllh all other retaintigns under this following requirements (in SmLon, only upon compliance with the addition to glo requirements for all other disbursomenls): (I) Recelpt by Landlord and Escrow Agent of satisfactory evidence of goal cemplelba of the Tenant's Work, sorelenlially in accordance Wfthcom the Tonent's Conalmction Drawingsand the approval of such cumpleln by local governmental , ntal authorities, including, but nor Iinnlerl to, a,a Final certticale of Occupancy issued by the appropriate governmental authority. fill ReCelpt by Landlord of satisfactory "as -built, plans. In both blueprint and CAD lone, registered with the City of Miami Bosch Building Depanntant reflecting rho completed Tenant's Work, (Iii) Receipt by Landlord of the Contractor's Affidavit for Final Payment Which shall include waivers of Non from Contractor and all subcontmcrom, matenalmen and suppliers employed by contractor or Tenant. Sold documents shall be in form and substance reasonably satisfactory to Landlord. (Iv) The written certification from Tenant's Architect that the Tenant's Work has been Substantially Completed In accordance with the Tenant's Construction Drawings, all City Board approvals and other governmental approvals, and all applicable Laws, specifying in delall any outstanding, minor "punch list" items to be completed. (v) Caditca(er of Occupancy. NO calihoafo of Completion (vft) De ivory and completion of all mnlenals, doraonanls, files, .,it requisites In accordance with any and all tons and conditions contained herein this Work Lollar, A. NoI.ICe Fraaue h ,...--- -• SO en n s. All draw requests for work Performed or materials supplied 10 rho Premises (for which payment has not theretofore bean made), together with Tenant's Aschilecl's Certificate and all otter infonliulon and documentation required under [his Work Lollar, shall be Submitted to Landlord and Escrow Agent by Tenant not later than the Iweniy fifth (25th) coy of the month. Provided Iha((a) Tenant has compiled with all of Iha terms, covenants and conditions $al forth In this Work Lefler, (b) that Aml compact's led with all and Tenant's draw request arc free and corrocf in all material respects, end (c) all supporting documentation has been provided Landlord shall review and approve the drew request within (10) business days. Upon approval of the draw request, Escrow gganl shell disbume the funds requested in the draw request (or such potion thereof as pormitted by this WQ k LMter) nal more than tan (10) Business Days after receipt or the written appoval from LandtoM and supporting documentation from Tenant. Urless otherwise approved by LandlOM, Escrow Agent shall only be permitted to disburse funds from the Tenant construction on ono (1) lime each calondal month. Provided. however, that Landlord shall nor unreasonably withhold, delay, or condition its approval of a inquest by Tanaol that Escrow Agent disburse tunds from the Tenant Construction Do .Era 1ID:2 9(FF03&2E6} C3&608FF]EF6AOSU16 Fund al times oilier Than as set forth heminaMrva In (his Section 4, In the event of a bona lode emergency (such as, by way of lluslr lion, but net limitation, to Oven a possible work stoppage by the Contractor or a subcontractor), provided the( such disbursement request otherwise complies with all of the requirements of this Work Lefler 5. Disbursements. Landlord shall have the dghl, but not the obligation, to require Escrow Agent to make all disbursements from the Tenant Construction Fund (1) directly to Tenant, or (ii) jointly to Tenant and Connector. VI, DEFAULT; i. Default . In addition to the Events of Default set forth In the Lease, the foliowing shall also be deemed to be Events of Default under the Lease (a) If there is any default or Event of Default under the Construction Contract that arises by reason of the failure of Tenant to pay any sum of money due under the Construction Contract, and such default is not cured within ten (10) business days following receipt by Tenant of written noire alleging such defaull; or (b) If Tenant shall fall to make, no(later than Ilia dale when due, the paymenl of premiums an any policy of maurance required Hereunder, and such failure is no cured within ten (10) business days of recelp( by Tenant of written notice alleging such failure; or (c) Any Other defaults hereunder, or under the Construction Contract or the Lease, involving Ilse failure of Tenant to pay monetary sums hereunder or thereunder (Including payment of ell Soft Costs), and such failure continues fro ten (10) business Days after fecelpl by Tenant of written demand therefor by Landlord; provided, however, that a goad faith, bona fide dispute between Tenant and the Contractor or other payee for amounts allegedly due under the Construction Contract or other contract shall nal, by itself, be considered an Event of Default hereunder, so long as Tenant Is diligent and In good faith attempting to resolve such dispute. (d) If (I) any lien for labor, material, taxes on otherwise shall be filed against the Premises, the Garage or the Proles, on amount of Tenant's work, (11) Tenant becomes aware of such lien, and (III) such lien is not removed, satisfied or transferred to bond as required under Article IV, Section 7 of this Wok Letter. (a) II construction of the Tenant's Work shall be abandoned and not be resumed at such time as may be reasonably necessary to complete construction by the Estimated Completion Date, unless such cessation Is due to acts of God, sinke or unavailability of materials. (1) Any other default under this Work Letter that does not already provide for a cure period, Ihat is not cured within fairly (30) days after Tenant's receipt of police of default hoar! Landlord: provided, however, in the aver such default cannot reasonably be cured within the thirty (30) day period, said period shall be extended for such additional period as may be reasonably required in order to cure such defaull (owl to exceed an additional 30 days), so long ae Tenant eels with reasonable oiligence during and after the thirty (30) day period in attempting to cure the default; or (g) II the Iota amount paid by Tenant for Hard Costs of constructing llv� Tenant's Work is less than $3.000,000,00,00. Doa9lgn Emdupe ID: 20EF00&2E624C3a 81'f EFaA051426 VII, REMEDIES OF LANDLORD. Upon the occurrence of any one or more of the Everts of Default eel out In Section VI hereof, or any default or Events of Defaull under the Lease, and the lapse of any applicable cure period. Landlord shall at Its option be entitled, in addition to and not In lieu of the comedies provided for In the Lease, exercise any of the following remedies: i. Default Consdlules Default Under Lease. Tenant agrees that the occurrence of such Event of Delaull, and the lapse of any applicable cure parlod, shall constitute a Default under the lease, (hereby antithng Landlord (I) to exefGse any of the various rights and remedies provided, including, but not limited to, the acoeloalon of all rents, payments and other amounts due under the Lease, and (11) cumulatively to exercise all other rights, remedies, options and pnvlloges provided by law or to equity (unless stipulated to (tar contrary in the Lease). 2. Right of Landtrd to Assume Possession and Complete Construction tenant agrees, upon the written request of Landlord, to "rate the Premises and permit Landlord: (a) to eoler Into possession; (b) to pedorm or cause to be performed any and all work and labor necessary to complete the Tanam's Work In accordance wllh the Tenant's Construction Drawings, or In such other manner as Landlord may elect in Its sole discretion; (c) Io onploy security walchalen to protect the Premises; aixf (d) to receive from Escrow Agent Immediately upon demand Dial portion of the Tenant Construction Fund not previously disbursed (including any relainago) to be applied first to the extent necessary to complete construction of the Tenant's Work in accordance with the Tenant's Construction Drawings, or in such other manner as Landlord may elect, and if the completion requires a larger sum than the remaining undfnbursed portion of the Tenant Constructon Fund, to disburse such additional funds, all of which funds so disbursed to Landlord shah be deemed to have been disbursed to Tenant. If landlord proceeds under this subparagraph (d), all pothook of the Tenant Construction Fund (hat are not used to pay for completion of construction shall not be retained by Landlord as Additional Rent. Landlord, shall have Ilse, right, but cal the obligation, to lake all actions reasonably necessary In conrlecllon therewith, Including. but not (bolted to, the following: To use any funds of Tenant which may be held in deposit and any funds which may remain unadvanced hereunder for the purpose of completing the Tenant's Work in the manner called for by the Tenant's Construction Drawings, or In such other mar ner as Landlord may elm(: to make such additions and changes and corrections in the Tenan's Construction Drawings which shall be necessary or desirable to complete the Tenant's Work In a manner reasonably acceptable to Landlord; to employ such contractors, subcontractors, agents, engineers, architects, and Inspectors as shall be required for said purposes; to pay, settle, or compromise all existing or future bills and calms which are a may be liens against sold Premises; to execute all applications and certificates in the nano of Tenant which may be, required by any construction contract and to do any and every reasonable act with respect to the construction of the Tenant's Work which Teren t'nay do in Ile own behalf. Landlord shah also have power to Prosecute and defend all actions or proceedings in connection with lire construction of the Tenant's Work and to take such action and require such performance as it deems reasonably necessary. In accordance therewith, Tenant hereby assigns and quit claims to Landlord all sums to be. advanced hereunder, including any remaining 1 onant Allowance and any relainage and any sums paid hereunder to Landlord. p rrign EA"kM ID'. 2A3EF03B4!E624C3&eOBF-"EFW51L26 S. AAdtlionel Rom otiv. In pert of exercising Its rights under the pr'eaeding paragraph 2. Landlord may demand, In writing, that Esadw Agent pay Landlord all funds remaining in the Tenant Cnrh6lrortam Arrnrmf and apply them Imvarts I.nndlord's damages for Tenant's breach of the Lease, and any surplus remaining after Satisfaction of such damages shall be alumad to Tenant. VIII, ESCROW AGENT PERFORMANCE OF DUT ES 1. Escrow Agent agrees to perform the duties of Faaow Agent under this Work Letter and to hold and disburse the Tenant Construction Fund striclly in accordance with the provisions hereof. 2. In Performing Any of its duties under this Work Lefler, M upon the claimed failure to perform its duties hereunder, Escrow Agent shall be liable to anyone for damages, losses or expenses which may occur as a result of Escrow Agent's so acting, or felling to act; except, however, Escrow Agent shall be liable for damages arising out of Its willful default or gross negligence under this Work Lefler. Accordingly, Escrow Agent shall not incur any such liability with respect to (I) any good faith act or omission upon advice of counsel given with respect to any questions relating to the duties and responsibilities of Escrow Agent hereunder, or (it) any good faith act or omission in reliance upon any document, including any written notice or instructions provided for in the Work Letter, not only as to its due execution and to the validity and effectiveness of its provisions bul also as to the truth and accuracy of any Information contained therein, which Escrow Agent shall in good faith believe to be genuine. to have been signed or presented by the proper person or persons and to conform with the provisions of this Work i efter. (SIGNATURES APPEAR ON FOLLOWING PAGE] Dowsign Envelope I13:2 9EFV!&2E62IW"MF-F]EF& 144 IN WITNESS WHEREOF, the Work Letter has been made and executed as of the dale set fMh below. AIML R1nt 79mYsafg.""G[AnedO, 4;-KKr b1k Oak %) M(11 0.L(yl?-Q%.(. LANDLORD: CITY OF MIAM) BEACH, FLORIDA By. Nema:T._pp aS_ _ Tide: gly.i4ce L_.... _— !8.',„ NXCORP ORATEO: 1 HART' y: FlL4M1 BEACH RACQUET CLUB, LLC, e IMM Name.�Io]-.> rA � fA Pilot Name <,-u. T ln- Gam11_- L—_ _ f/�(' '^N�, U1MP.IEPAaNOET 3.:WfAYMgeDN1 HNH01a! of a Minked liability company By .._ Neme: Sdn rH Name:_ 1'SCROW AGENT: SMGQLAW Na _ Name"O Title &..c ruck AgOi APPROVED AS TO rialps.odaµwaN�rttra srn nsrnavaeanereaNr rouroorlw.., FORM & LANGUAGE & FOR EXECUTION In C��a'�MrXIR.. RI p? � , Cey AI-p pia_ aclo DmWo&.a W ID: 2AKF03B2EU40&MBFf7EFM051426 EXHIBI f IF PROJECT PLAN AND SCHEDULE Da Sjn Ene ID: 2P9EF03B-2E624C38-BOBF-F7EF6F051426 x5.6TI.Ooc ngea�F�rr\M!M!r �oM�wrP�ri+V •. �r Vey urr ry�ry nirnr nu4s`w DouOr Envelope ID: 2AOEF03B B24C3 OB IEFW51426 EXHIBIT'G' PADEL MAINTENANCE STANDARDS AND THE CITY'S EXTREMELY CLEAN STANDARDS Do ign Envelope ID: Q FFEF03&2E824C3&80RE-FMFBAO34128 CF., w Mnluri U'c cL Cleanlinw ImkA fm9lredy InNq Ikrcrz3mA SidexnlXe, HiCLbol't4nyA, Pork,, I•orldug. and Alb•yn _ •hwnrhLN..m.q. , Syp.!OvM�'!w, • nr�?Nre)w!S I.urparx Ar.Aru ^max„an m6M^xoxi. •xw,Venw.muYnM+Jau wNN •aww.,v, n.Nr Inv •Caa�^-,:,•yy,uAkM v sMa4+w'x ei M1xN • 'kl�Y[•w,w,vl W6n . IwLx.InmYM r. R.Ne .fq.x WW W�a.a. !r nnxryxn Ih,µxp,µ NXItl.V�sryesew" kWxa WJ .A`NNn.N '•• �• rY. •lm WraXn.lr,yr,l,yx• n,NnYMlmw• +WnWxn. wW W+N•W lu.,e N.nl a"� rmiv^i.rwaaMwV nw.Kxaw.Tlnal�,a lM. . lbxw.W„MYn9nN m.�v lw Nanw • •MI L.,rnYI wr'.14nW �a.�.xa awa •0aV•v �w lu .n....... _ •Llrrnu.4 Dog iV Enrnhgn ID'2 9EPIIB-2E624C3 -IB-E2EFIIW1426 r«a w.n CITY oI MLnni lbnL C1eanllnexHlMpN 1'knnMlPu f.d., Bn S'",. tliMnnlh{. IIk61.nII.— —.— .. .. Do�usign Env¢IopR I42lQEFp38-2E524C3B-BOBF-F2EFBA051e26 Cltyo! Minmi Oc;Kk fluunllness mnrr UrRnkm'ss Indr+ Fm Nlrrrq, b+r _ untt•rrn4 .gdF.rulks, klRkbF fVx s, PR� > IN, s IR.R.( iks ,Ynrkl:,Q, and Alkyl wwam r•'r.Y�wy..'.ui�'� p+F•.imi� eu...Rp. cww.. R. •�siur`nn mrw�iwA.�. .n„„ aana,:...rR .tr. �9�1�NM1r... rr a.. R..• rNM..4.. r ._. w.ewn w:a f_W� � rYRi ••4n .w ,�y"• a RIJs4+I:xMfonMm wY,�m � Fsip�Em¢l ID: 2q EFM2E624C3"OSFF)EFM.". F—xHlslT EgEg-FoR p8,, , n €a I m �'M0e E"'*O 0' 2ABEF03&2EO2-4C3"OBF.F7EFgA051428 0[GMxC, Nuaa,volp[� 110 muhrMr[rManna *m�z n`u f 1w f 1q onve is lewa[ � r tb, I f us f Ix 01e[Yln,ap 10pM1 Ib1a rtou f IeJ 210 apsmo«agp0--___. fill sOk." nor2 tp,l f t05 f CUM"'." Gce ntl� 1 f au h,µfNM�we 5 vo[yM,a 10aw,vu fM vuw„[; ___. tlMuyvp�l Oagyree F"v Pe ID: 2ABEF03B.pEB}.e��e-BOBF{7EF 511i6 EXHI- S INITIAL MENU AND COSTS OF FOODAND BEVERAGES Do"On Emeyry ID: Og0Ef038-SE6z<C3&BOeF-F>Ef6go6f 1}fi Drinks vo GlaB ss Rose Prosecc0 Gla s E�12 -$D Cola - $4 Cola Zero - $q Water (Small) _ $2 Flavou2 Water (I,argy) _ $4 Brewed Tea (P ne r YB.�atryGrsfruit • lemon; - $4 aPWMNango • Passio tmlVPeeach L(3m.. er $ 0)_ $4 Coconut Water_ s4 50 Energy O GI er Shol -$5.80 Flavoured Ws, Energy (B Odnk (Peach W be defined) _ $8 ( kwd Orange/glack Relf, Me) _ $5 Electrolyte aSmaN (O ange Tang,narslo oeemrm� Charry/Pomeganale Potein Shake 2 Zsro (Glacier Freeze • Fmil Pur>ch) _ $4 Protein hake132Chocnille C ana'. a)_S5 9 Manilla • acao Bean) - $b Organic Brrgothis _ $b. 15 Snacking Organic FruOkBiOrganic es Smoothie _ $4 Or mixed Mds °Harvest - $l / $5.30 organic Macs .50 mstete(Chones Is -$5.30 Protein Bar (OaBUgatte50 r - Cotter.okie On ah BBq eheleSarano) _ S4 Bites n Bars (Dark Ohhocolao ape nuRB IfaPe"M" "fl) - r Salted Peanut (Ooconut/ ash ny•Gra lc"ara i. Oall meal (gpP�e nn nut Bu Mangy rrrk CnaIsIn •Peanut Buller) _ S4 Trubar p amen • p1e/{t °c°late/Coconut - Warrotelna8a oa is elupou h 1 r al BUlf er ei5 SOOfeem) _ $2 ) $3.50 Satt of the enh - Caarmy • Brownie) _ $4 Protein smoo $2'� G'en Protein shaothie8 $8 DOWsiRn Fnrelops Ip. 3%9EF03"'11138-eOaFf>rF"051426 EXI In accortlenca A -JV6# FFICKINO in Ocs under with Secton 787. AFFIDAVIT Section 787. natty °! PerjI I�;'T, Fntd en haHia� he u for labor or Tenant hereby Fonda Slalut ry e^ant tloes not ntlersigpad, on 1 undersmnd that I a raJ'Hum coarcion of affidavit and that a swearing or rJflrmin ckmg`' servlees as tlefined u imPnsonrnent. the Wnishmant for g l ly' oath Io the Iruthfulne The unders krbwinglY making a false o! 1 ignetl Is ° stele he Calms made kr this authorized to exec"' Ihis adldawl mem includes fines armor TENAN�pT,:, °^behell of lament. corporation. State of A�A1Gs> . (Address) Flari7d county of The fora gn. 9 instrument was °cknowledgad before nolarltalran, this 2 e b as /V 1, 1a" S Jay M �/dh(G- _..___ nf202 S means of 9 physical preeenoe q corporation. known alp of nary wgj a vq i�'=Ctrl. U °Mina rN be the pers°n —. e L --- as identipcabon, desarf>eg herein, p_ wf! PUBLIC: and wfq CgltlM rrof take Produced _ an nalb. (SlpnallR H 3°NAIWN LE°EaµA ae l j NurwY Nblk t{�yL('•�!/M a. Stan rN Flwela �'rint K r^�mnR 11145ggryl (Print NAma) My commission expires: p//Z7 ry O°va�OO En Wlopa ln'2ggEraOe-2E&YCO&ROBE{rEFaA051428 EXHIBIT V F In accpdance with �' COU 1 S OF CON Ala hin all aIT W n 2�Y �eai138, and r Statutes. incur N FF p I u (rxlerslarntllFY of s agm dnu� I°rl��e la Iwa a! orj 811o/aalF 8n � Poratad harem by 1 does rtfol m°el athe ny undersigned ig un fined, the claims Ihal l am swear '� its par c.1p, rY of pancnm h '�'u as aant j, �frox. a gavafnntpnl o! a lines r "nP kt na, aKlda t or that g under place °! ouairgga In a Imereat m The a er lrnpnsonmam. that flxr Pu der oath. under er panallles Perjury country of cons enl. urM fined Is lahmem I owingfy ma flay. to t truthful,,,, kn TEf'bkNT: the to execule This affidavit on behalf e ng a false Statement kvest half of Tenant. a— VI—L oorporelbn, State ofcounty of , ass) fits foregoing Instrumenttion �x'S day or gad before me by Means /or t^�°a'n to ma to be the �'c14:rnrlCal presence orp NOT RY,pU IC: as idendlicadOreaond described BNB-� who did/dfa nol lake en who t qy.,n oduced (Sbnefure) qu pI Sh. 'u'"I"k41a n1dMA (adl4r5larp (If � I E'9u�"'�Irno2x k'ly commiselon expires: �y r:ier2r. Wu"`ua"xleeao AWemnvM(aMey 0B)C'�' -""'w-�VyoOele:]A9EF03B-3E61<C�B-BOBF.FrEFaAe5t916 UNC NOITIONAL GU RA of �t�.,T�N�I UNCONDIiION V (Ihe ^Guar_, 2g25, bya AL GUARANTY the ^ 28�Gndkftl^), et 4)anfavor axecuf /th equal yaM amnY CompanY,, ULaLC tla')'s made as of this beefPrkingp munUctir laanagem uant 1. thafaoee„ea'�FLleaida,aFlo Road dtadlfab111ty�ComPadny and rut graerhOrd 337�kcTeelL B�tl am' Baschf street) Qluet ng eCOyGd I Aane��Faclty�� �P202S (Tana Lease mean (the Prernlses" rP°gW Of the G5 park UL6 of ea athoseC, a Flosda 1➢nflleywifh ift 'Leas'.). Me when used herein. t terms Used inFOR a�ng Garage. B 0 1 n Pr 16Bs (9etlfelB oumPany Of- and I.arantor VALUE REC ary donned theroln treet Mheml arach Florida ElVEO, there eve the same Iheuh� a tl, adhfu b�enantt doe$�hba6f bfila toeg the b gawi �° ged"n consideration sea her o of the to Ill Leas Ufnein Lease q„nrma„of t"o/allo/YirrevocablyaTenant Intl to theenant' the undersi extensionsgned of the as G emfses, f, the I� duns' Ues arunconditionally. s o routes 10 La Lea dlrd This GuaI. rattly Talm'), n of the Lease, including of he Tenetnant under guarantee of or ent slid ohe rl- nd/racted 0Vf �Peireq Dy o spay valid o6lidga ot� I oo7ecllbllity, any maewe/s hot If G Landlord orantY b uarenjor any way umisfh BB fstake oraremto t�eaAtermlrsl anettedPursuape � provisions of the shall fho be l of the L eda8rese nlor�drea,a 8d by reason of any adlon validity Inca whatsoever, iris rued Grant Land M Iha ease or waiver of any breach but not limped to lea a for / or allure to IMorce eof x To sf nt, ,U,This ili olvGuafaMor hereu under shall tit any sublelllrg of the Premiss., ' MusMOr Mral on of nt ary and m en urrsgany ue acid or after e ag anal Te an pnul�analont er my a a aldremalr ant of the ob119alions times Guarwtorsgre mehet nd an t me/ouncured aft Its rigts rlmgmetlles gebre 11 B � set Ta i before m ke enY demll�p nner as it s tleam VP all d la ue under this G48uftanapusfy hall os anyw nsl G cantor notw7lhsland lantyshall mmai PProPnale. femadies hereuntler Guaranty. In and thereof 9 an nand contin at each lime or ull amend eo! he uara,tafand"�l B any assig � 01f neWa'onls m Xtens(onand eo/tieduring the Guarani newel nonlrom UrneGuo t consents to al(ter ,anl Of I Interest tofu Of( Lease or any y Term, Im,he le Provalon 'led Lease�(ily J ady end all „dem nd o .non,bshts or�eremetlby anao I s N � daslid proV- �rrop t e ale may Or Proof of which may be required to YN � 1 nri the Op US0 Envdl 10 2g9EFM2E62AG3&BO8FfMF6A051116 RP01op Of G5 Garage (640 17a Street) lLx'onditlonal Guaranty Page 2 of 2 no given or fault) may Inure to the ban -fa of Guarantor under a Ile °oboes of default w events of default hereunder or under the L PP bW law, and (ill) any and an Landlord and Guarantorease. Ibis GuaranOr ty ("algal the Other on a 1i agree aiiers whslls�oeve13arising ghl by either Larltllord tY ("Legal Pr 9 brou lury. InAddition Irgie venu�1, m )� Landlord and Guaantor ahe�erWitll of under, or b of Dada Coun connection with an s tl° hereby waive tdabyy Guarani tty, Florida' Should it become Y such Legal Proceedin Y he prevallln8 Part shall be ^°cessary to enforce the 9� shall be in Miaml- connection with said lung party Including to collect court costs s and conditions of this uding any appeals resultingfro slid altoniey's fees in Following the expiation of he G m said Legal Proceeding. of this Guarantys Guaranty Term, upon wntlen request by Tenant the on inure to the benefitlf Landlord as 'cancelled^ and returned to G net', ex ds helm, executors, s Guarantor This Guarani shall e ECU successors end assigns of Guwam'. 1sors and ass) Y hall assigns and shall plod the EXECUTED as of the day and year flat above wnl(en, to be eg the Lease. active as of the dale of "PANY, LLC STATE OF FLORIDA Coral Gables, Florida 33734 ) MIAMI-DADE COUNTY )as: The foregoing Instrument was acknowledged before me by means of online notarization, this 25 day of A9Ynr10- manager of RAC h— Physical Presence or behalf ol entity, who RACQUET PROPERTY --�� 2025 by Juan Pablo Leda, as yle COMPANY, LLC, a Florida limited liability com driver's licenses as idenOP a Personally nally known to me or h Y Pang on aspratluceda valid Flpr`_ Notary Pabllc, Slate of Florida APPROVED AS iO Jm her � �, -v FORA4 & LANGUAGE Pn t N �— &' "FOR EXECUTION My comm-ssion expires: 0 yff / Pj pl cnvnsr„ e, n:H1z3.sssow,wnnmlro,ni cwrmy (sMnc al l rerx 1 J°NATNAE151'aMq Nomry Wqk •y. smte orrkntia nW,e2 ore ^ cmmw NlG/)1M FxNiue M11/2NB