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HomeMy WebLinkAbout2005-25882 Reso RESOLUTION NO. 2005-25882 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, RETROACTIVELY APPROVING A SUBLEASE BY AND BETWEEN JACQUES AUGER DESIGN ASSOCIATES, INC. (THE CITY'S LESSEE) AND INTERNAL INTELLIGENCE SERVICE, INC. (SUBLESSEE) FOR THE USE OF APPROXIMATELY SIX HUNDRED TWENTY-SEVEN (627) SQUARE FEET OF OFFICE SPACE, ON THE 6TH FLOOR OF HISTORIC CITY HALL, LOCATED AT 1130 WASHINGTON AVENUE, MIAMI BEACH, FLORIDA WHEREAS, on April 8, 1993, the Mayor and City Commission adopted Resolution No. 93-20757, approving a Lease Agreement (Lease) between the City of Miami Beach (City) and Jacques Auger Design Associates, Inc. (JADA) for approximately 1585 square feet of office space on the 6th floor of Historic City Hall, located at 1130 Washington Avenue, Miami Beach, Florida (Demised Premises); and WHEREAS, the initial term of the Lease was for five (5) years, commencing May 1, 1993, and ending on April 30, 1998, and included an additional five (5) year option to renew at JADA's discretion; and WHEREAS, in March 1997, the City was notified by JADA of its intent to exercise its option to renew, which commenced May 1, 1998, and ended on April 30,2003; and WHEREAS, several months priorto the expiration of the Lease term, JADA expressed interest in maintaining its offices at Historic City Hall, and requested that the City consider renewing its Lease, once again, upon expiration of the existing term; and WHEREAS, on January 8, 2003, the Mayor and City Commission adopted Resolution No.2003-251 05, approving a new Lease Agreement (current Lease) between the City and JADA for the Demised Premises; and WHEREAS, the initial term of the current Lease is for three (3) years, commencing May 1, 2003, and ending on April 30, 2006; and WHEREAS, on March 16, 2005, the Mayor and City Commission approved award of a contract to Internal Intelligence Service, Inc. (IISI), pursuant to Invitation To Bid No. 46-03/04, to provide the City with unarmed security guard services; and WHEREAS, IISI expressed an interest in locating its offices within close proximity to the Miami Beach Police Department and the City concurred that doing so would be mutually beneficial; and WHEREAS, the Lease allows JADA to sublease, in whole or in part, with the City's approval, which shall not be unreasonably withheld; and WHEREAS, JADA had previously notified the City of its interest In subleasing a portion of the Demised Premises; and WHEREAS, the City, JADA and IISI have agreed to the terms contained in the attached Commercial Sublease Agreement (Exhibit "A'~), for IISI's use of a portion of the Demised Premises; and NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission herein retroactively approve a sublease by and between Jacques Auger Design Associates, Inc. and Internal Intelligence Service, Inc. for the use of approximately six hundred twenty-seven (627) square feet of office space, on the 6th floor of Historic City Hall, located at 1130 Washington Avenue, Miami Beach, Florida. PASSED AND ADOPTED THIS 18th day of / ! Attest: / ~rP~ CIT)' CLERK Robert Parcher David Dermer F:\DDHP\$ALL\ASSET\OLDCITY\AUGER\AUGER INTERNAL SUBLEASE RES. DOC fib- }f~- -- CITY OF MIAMI BEACH COMMISSION ITEM SUMMARY lQ Condensed Title: A Resolution Approving A Sublease By And Between Jacques Auger Design Associates, Inc. (the City's Lessee) And Internal Intelligence Service, Inc. (Sublessee) For The Use Of Approximately Six Hundred Twenty-Seven (627) Square Feet Of Office Space, On The 6th Floor Of Historic City Hall, Located At 1130 Washington Avenue, Miami Beach, Florida. Issue: Shall the Mayor and City Commission approve the Sublease between Jacques Auger Design Associates and Internal Intelligence Service, Inc? Item Summa IRecommendation: Jacques Auger Design Associates occupies 1585 Sq. Ft. of office space on the 6 floor of Historic City Hall pursuant to a City approved Lease dated 01/08/03, with an initial term of 3 years (05/01/03 - 04/30/06). On 03/16/05 Internal Intelligence was awarded a contract to provide the City with unarmed security guard services pursuant to Bid No. 46-03/04. Internal expressed an interest in locating their offices near the City's Police Department, who would be overseeing the security services contract, and the City deems that said proximity to the Police Department would facilitate the contracts oversight. Jacques Auger (who was seeking to sublease a portion of their space) and Internal have agreed to the terms of a sublease which would be permitted under their Lease, subject to the City's approval (which shall not be unreasonably withheld). The Administration recommends a roval of the Sublease. Advisory Board Recommendation: I Financial Information: Source of Amount Account Approved Funds: 1 D 2 3 4 Finance Dept. Total Ci Clerk's Office Le islative Trackin Tim Hemstreet/Jose Damien n-Ofts: Department Director City Manager F:\DDHP\$ALL\ASSET\OLDCITY\AUGER\AUGE nternal Sublease SUM.doc AGENDA ITEM DATE G7f3 ;::-- y.lg-{)~ CITY OF MIAMI BEACH CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 www.miamibeachfl.gov COMMISSION MEMORANDUM Mayor David Dermer and Date: May 18, 2005 Members of the City Commission Jorge M. Gonzalez ~ ~ City Manager 0..... 0 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, RETROACTIVELY APPROVING A SUBLEASE BY AND BETWEEN JACQUES AUGER DESIGN ASSOCIATES, INC. (THE CITY'S LESSEE) AND INTERNAL INTELLIGENCE SERVICE, INC. (SUBLESSEE) FOR THE USE OF APPROXIMATELY SIX HUNDRED TWENTY-SEVEN (627) SQUARE FEET OF OFFICE SPACE, ON THE 6TH FLOOR OF HISTORIC CITY HALL, LOCATED AT 1130 WASHINGTON AVENUE, MIAMI BEACH, FLORIDA ADMINISTRATION RECOMMENDATION To: From: Subject: Adopt the Resolution. ANALYSIS The Lessee On April 8, 1993, the Mayor and City Commission adopted Resolution No. 93-20757, approving a Lease Agreement (Lease) between the City of Miami Beach (City) and Auger Design Associates, Inc. (Auger) for approximately 1585 square feet of office space on the 6th floor of Historic City Hall, for a term of five (5) years, commencing May 1, 1993, and ending on April 30, 1998. The Lease also provided Auger, at its discretion, an option to renew the Lease for an additional five (5) year term, which was exercised accordingly (the extended term commenced May 1, 1998 and ended April 30, 2003). Prior to the end of the then existing term, Auger expressed interest in renewing its Lease. On January 8,2003, the Mayor and City Commission adopted Resolution No. 2003-25105, approving a new Lease Agreement (current Lease) between the City and Auger for the continued use of the Demised Premises. The initial term of the current Lease is for three (3) years, commencing May 1, 2003, and ending on April 30, 2006. The Sub-lessee On March 16, 2005, the Mayor and City Commission approved award of a contract to Internal Intelligence Service, Inc. (Internal), pursuant to Invitation To Bid No. 46-03/04, to provide the City with unarmed security guard services. Internal expressed an interest in locating their offices within close proximity to the Miami Beach Police Department and the City concurred that doing so would be mutually beneficial to both parties since the Police Department would be overseeing and managing the security services contract. The Sublease Agreement Auger had previously notified the City of their interest in subleasing a portion of the Demised Premises, which is permitted under the terms of the current Lease. The current Lease provides that subleases, in whole or in part, may be pursued by Auger subject to the City's approval, which shall not be unreasonably withheld. Auger and Internal have agreed to the terms contained in the attached Commercial Sublease Agreement (Exhibit "A"), for Internal's use of approximately 627 square feet of the 1585 square foot Demised Premises currently occupied by Auger on the 6th floor of Historic City Hall. The term of the sublease is for a one year period (May 1, 2005 through April 30, 2006), and will expire concurrently with the term of Auger's current Lease term. Rent for the sublease is based on a pro-rata basis consistent with the rent currently being paid to the City by Auger. The sublease is also subject to the terms and conditions of the current Lease between the City and Auger. The Administration has reviewed Auger's request to sublease and determined that it was appropriately submitted. Moreover, the sublease between Auger and Internal would serve to benefit all parties concerned and approval of same is recommended. JMG:TH:JD:rd Attachment /~ (, F:\DDHP\$ALL\ASSET\OLDCITY\AUGER\AUGER Internal Sublease MEM.doc A- Exhibit "A" COMMERCIAL SUBLEASE AGREEMENT This Sublease Agreement ("Sublease") is entered as of. April 8. 2005 , 2005 by and between Jacques Auger Design Associates, Inc. ("Sublessor") and Internal Intelligence ("Subtenant"). Sublessor and Subtenant may collectively be referred to as the "Parties." WHEREAS, Sublessor entered into a lease agre(~ment dated May 1, 2003 between the Sublessor and City of Miami Beach ("Landlord") for the premises located at: 1130 Washington Avenue, 6th floor, Miami Beach, Florida 33139 (the "Premises") for a term ending on April 30, 2006 (the "Master Lease Agreement"); and WHEREAS, Sublessor and Subtenant wish to c;:nter into this Sublease. NOW, THEREFORE, the Parties agree as follows: 1. SUBLEASE PREMISES: Sublessor hereby sublea!;l~s a portion of the Premises shown/ described on Exhibit A attached hereto (the "Sublease Premises"). 2. SUBLEASE TERM: The Sublease will begin on May 1,2005 (begin date) and will end on April 30,2006 (end date) (Sublease Term). 3. LEASE PAYMENTS: Subtenant agrees to pay to Sublessor the following: Rent: As rent,.including maintenance & sales t4lX, for the Sublease Premises the amount of $1,302.95 each month in advance on the first day of each month at: 1130 Washington Avenue, 6th floor, Miami Beach, Florida 33139. If the Sublease Term does not start on the first day of the month or end on the last day of the month, the Rent witt be prorated accordingly. 4. LATE CHARGES: If any amount under this Sublease is more than 10 days late, Subtenant agrees to pay a late fee of$ 150.00 . Failure of Subtenant to pay said amount within five (5) days after written notice from Sublessor shall constitute an Event of Default under Master Lease. 5. INSUFFICIENT FUNDS: Subtenant agrees to pay [he charge of $ _25.00_ for each check that is returned for lack of sufficient funds. 6. BUSINESS TAXES: Subtenant shall pay all business taxes in respect of the business carried on in or upon the Sublease Premises. 7. SECURITY DEPOSIT: At the signing of this Sublease, Subtenant shall deposit with Sublessor, in trust, a security deposit equal to one month's rent as security for the peIformance by Subtenant of the terms under this Sublease and for any damages caused by Subtenant, Subtenant's family, agents or visitors to the Sublease Pr'~mises during the Sublease Term. However, Sublessor is not just limited to the security deposit amount and Subtenant Commercial Sllblea...e _. Page - 2 - remains liable for any balance. Subtenant shall not apply or deduct any portion of any security deposit from the last or any month's rent. Subtenant shall not use or apply any such security deposit at any time in lieu of payment of rent. If Subtenant breaches any terms or conditions of this Sublease, Subtenant shall forfeit any deposit, as permitted by law. 8. QUIET ENJOYMENT: Subtenant shall be entitled 1:0 quiet enjoyment of the Sublease Premises, and neither Sublessor nor Landlord will inter:t~re with that right, as long as Subtenant pays the Base Rent and Other Charges in a timely manTltlr and performs all other obligations under this Sublease. 9. POSSESSION AND SURRENDER OF PREMISII$: Subtenant shall be entitled to possession of the Sublease Premises on the first day of the Sublease Term. At the expiration of the Sublease, Subtenant shall peaceably surrender the Sublease Premises to Sublessor or Sublessor's agent in good condition, as it was at the commencement of the Sublease, reasonable wear and tear excepted. 10. CONDITION OF PREMISES: Subtenant or Subtenant's agent has inspected the Sublease Premises, the fixtures, the grounds, building and improvements (including but not limited to the electrical, HV AC and fire sprinkler systems, security, environmental aspects, and compliance with the requirements of the Americans with Disabilitic::~: Act) and acknowledges that the Sublease Premises are in good and acceptable condition and suitable for Subtenant's intended use. If at any time during the term of this Sublease, in Subtenant's opinion, the conditions change, Subtenant shall promptly provide reasonable notice to Sublessor. It. OBLIGA TIONSUNDER MASTER LEASE: Subtenant acknowledges the receipt of a copy of the Master Lease, as attached hereto as ExhibitJ;!. A. Subtenant agrees that all terms and conditions of the Master Lease are hereby incorporated into this Sublease except for those provisions of the Master Lease that are directly contradicted by this Sublease, in which event the terms of this Sublease shaH control over the Master Lease. B. Subtenant will comply with the terms in the Master Lease and will avoid actions or inactions that would constitute a breach or dc::fault of Sublessor's obligations in the Master Lease. C. If Subtenant desires to do perform any act that requires the consent/approval of Landlord, Subtenant shaH also be required to first obtain the consent/approval of Sublessor (Sublessor's right to withhold cow.ent or approval shall be independent of Landlord's right). 12. SEVERABILITY: If any part or parts of this SUb!(laSe shall be held unenforceable for any reason, the remainder of this Sublease shall continue in full force and effect. If any provision of this Sublease is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited. !! Commercial Sublea.~e-- Page - 3 - 13. BINDING EFFECT: The covenants and condition~. contained in the Sublease shall apply to and bind the parties and the heirs, legal representatives, mccessors and permitted assigns of the Parties. t4.ENTIRE AGREEMENT: This Sublease constitutes the entire agreement between the Parties and supersedes any prior understanding or repres,;mtation of any kind preceding the date of this Sublease. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Sublease. This Sublease may be modified in writing and must be signed by both Parties. 15. GOVERNING LAW: This Sublease shall be governed by and construed in accordance with the laws of the State of Florida. 16. NOTICE: Any notice required or otherwise given pursuant to this Sublease shall be in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service, if to Subtenant, at the Premises and if to Sublessor, to 1130 Washington Avenue, 6th floor, Miami Beach, Florida 33139. Either party may change such addresses from time to time by providing notice as set forth above. 17. WAIVER: The failure of either party to enforce any provisions of this Sublease shall not be deemed a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Sublease. The acceptance of rent by Sublessor or Landlord does not waive Sublessor's right to enforce any provisions of this Sublease. 18. LEGAL FEES: In the event of any legal action by the parties arising out of this Sublease, the losing party shall pay the prevailing party reasonabl(: attorneys' fees and costs in addition to all other relief. ADDITIONAL PROVISIONS: Any additional sub-let agreement is subject to Sublessor receiving the option to renew lease from Landlord beyond April 30, 2006. Subtenant will incur all construction & labor costs for n:-configuration of Premises to include separate office space for Subtenant. !! Commercial Sub/ease- Page - 4 - IN WITNESS WHEREOF, the parties have caused this Sublease to be executed the day and year first above written. SUBLESSOR: ~ ~JWJ VM~ ~6>>--;l- (Name) SUBTENANT: The undersigned, Landlord in the Master Lease, hereby .~onsents to the foregoing Sublease Agreement. LANDLORD: (Name) (Position) Date: - OTHER REQUIRED Q()NSENTS If no other consents are required check here [-..:J. The undersigned, foregoing Sublease Agreement. , hereby consents to the (Name) Date: ~ "'t--r a~"W~"'::> \.. '-1 ' ~ .~ ~ ~t l ~ ~ ~~ ~ :. ~ !l~ Ifl i ~ l t ~ ; _ ~J Q ~ ~l : -J' '-/ ~ ~ ~. ; '~ ,~ ,~~L ~ '" \T\ I~ '~~ ~ ..~~ ~~. ~~~ ~ ~ ~ ~~ 1\ ~~ .~ ~ ~ .~~ -- . F x+t,el, ''AI E \\~I X H \ 0 \ T f.../' LEASE AGREEMENT THIS LEASE AGREEMENT, made this 8th day of January, 2003, by and between the CITY OF MIAMI BEACH, a Florida municipal corporation, (hereinafter referred to as "City" or "landlord"), and JACQUES AUGER DESIGN ASSOCIATES, INC., a Florida corporation, (hereinafter referred to as "Tenant"). 1. Demised Premises. Landlord, in consideration of the rentals hereinafter reserved to be paid and of the covenants, conditions and agroements to be kept and performed by the Tenant, hereby leases, lets and demises to the Tenant, and Tenant hereby leases and hires from the Landlord, those certain premises hereinafter referr€!d to as the "Demised Premises", located in the City of Miami Beach, 1130 Washington Avenue, 6th Floor, (a.k.a. Historic City Hall), Miami Beach, Florida 33139, and more fully described as follows: Sixth floor office space: encompassing one thousand five hundred eighty five square feet ("I ~585 sq. ft.) on the 6th floor (total leasable space). Such space on the 6th floor IS specified in "Exhibit A", which is hereby made a part of this lease Agreement. 2. Term. 2.1. The Tenant shall be entitled to have and to hold the Demised Premises for an initial term of three (3) years, commencing on the 1 sl day of May, 2003 (Commencement Date), and ending on the 30th day of April, 2006. 2.2. landlord, at its sole discretion, may provide Tenant an option to extend the initial term of this lease Agreement for one additional two-year term. In the event Tenant wishes to request said option, Tenant shall communicate said request, in writing, to landlord at least 180 days prior to the end of the current lease term. landlord's response to said request will be provided to Tenant, in writing, no later than sixty (60) days after receipt of said written request from Tenant. 3. Rent. 3.1 Base Rent: Base Rent for the Demised Premises shall begin to accrue on May 1, 2003 (the Commencement Date), and shall be based upon a total leasable space of 1,585 square feet. 3.1.1 Base Rent for the Demised Premises shall total seventeen thousand one hundred eighteen dollars ($17,118.00) per year, payable in monthly installments of one thousand four hundred twenty six dollars ($1,426:P!9. !I' 3.1 .2 Base Rent shall be due and payable on the first day of each month throughout the term herein. 1 3.1 .3 The Base Rent amount due pursuant to this Section 3 shall be increased annually, on the anniversary of the Commencement Date of the lease, in increments of three (3%) percent per year, throughout the term of the Lease or any extension thereof. ef-by the Consumor Price Indox (CPI). CPI shall mean that oonsumer price index established by the Bureau of labor Statistics of the United 8tatos DepartmeAt-of Labor which is entitlod Consumer Price Indexofl for All Urban Consumers, United States City Average, all items (1967 '100)" or in tho avont said index is no longer provided by said Bur-oau of Labor Statistics, the index furnishod by said Buroau or other agenoy 'I.'hioh is most aooum-tely and completely replacos and is tho equivalont of the above referenoed index, v.'hiohevor in greater. The Baso Period shall be the Index for the oalendar month of March prior to the commencement date month of rent in Seotion 2.1. The Base Period Index shall be compared with the Index for the same calendar month for eaoh subsequent year (comparison month). . 3.2 Additional Rent: In addition to the monthly Base Rent, as set forth in Section 3.1, Tenant shall also pay to landlord Additional Rent as provided below: 3.2.1 Operatina Expenses: For the first lease year, Tenant shall pay landlord one thousand four hundred seventy nine dollars and thirty-three cents ($1,479.33) per month, towards "Operating Expenses" which are defined as follows: "Operating Expenses" shall mean the total cost and expenses incurred by landlord in operating, repairing, and maintaining the Common Facilities (hereinafter defined) actually used, or the Common Facilities (hereinafter defined) available for use by the Tenant and its employees, agents, servants, customers and invitees, excluding only the items included within the Base Rent amount. Tenant agrees and understands that the costs incurred by the landlord for Operating Expenses may increase or decrease, and as such the Tenant's pro-rata share of Operating Expenses for the first year of the lease term, as set forth in this Paragraph 3.2.1, may increase or decrease accordingly. For purposes of this Paragraph 3.2.1, Operating Expenses shall be computed based on "T~nant's Proportionate Share" (see Paragraph 11.~3). , "Common Facilities" shall mean all areas, space, equipment and special servicE!s, including without limitation and if provided, water service to thH building, sewer service to the building, costs 2 incurred for gardening and/or landscaping, repairing and maintaining elevator(s), painting, janitorial services (except for areas within the Demised Premises), lighting, cleaning, repairing and maintaining sprinkler systems, water pipes, air-conditioning systems, temperature control systems, and security systems, fire alarm repair and maintenance and other equipment in the common areas and the exterior and structural portions of the building, paving and repairing, patching and maintaining the walkways, and cleaning adjacent areas, management fees and the Landlord's employment expenses to employees furnishing and rendering any services to the common areas, together with an additional administration charge equal to fifteen percent (15%) of all other expenses included in the annual common area expenses, provided by the Landlord tor the common or joint use and/or benefit of the occupants of 1130 Washington Avenue, their employees, a~Jents, servants, customers and other invitees. 3.2.2 Property Taxe~: The Property Tax Payment shall be payable by Tenant, in accordance with Section 11. The Property Tax Payment for Property Tax Year 2003 is estimated at zero dollars ($0.00). 3.2.3 Insurance: S~~e Section 10 3.2.4 Sub-Lessee Hent: Landlord has herein approved that certain Sublease between Tenant and LRN, Inc., dated January 1,2001, which was previously approved by the Mayor and City Commission as part of Tenant's previous lease agreement, which concurrently expire on April 30, 2003. The Landlord's share of the Sub-Lessee's rent shall be payable by Tenant, in accordance with Section 12.4 and 12.4.1. Sub-Lessee Rent for the sub-leased area shall total two thousand one hundred twenty dollars ($2,120.00) per year, payable in monthly installments of one hundred seventy six dollars and sixty-seven cents ($176.67), for the first lease year. 3.3 Sales Tax: Concurrent with the payment of the monthly installment of Base Rent and Additional Rent provided herein, the Tenant shall also include any and all additional sums for all applicable sales and use tax, now or hereafter prescribed by State, Federal or local law, and now described by Florida Statute 212.031, presently at the rate of seven (7%) percent of the rental payments. 4. Location for Pavments. All rents or other payments due hereunder shall be paid to the City of Miami Beach at the following address: City of Miami Beach Finance Department c/o Revenue Manager 3 1700 Convention Center Drive Miami Beach, Florida 33139 5. Parking. 5.1 Tenant may request, from the City's Parking Department, the non-exclusive use of up to four (4) parking spaces, if available, at Municipal Parking Garage 2-A located at 12th Street and Drexel Avenue. Rates for said spaces are subject to change in accordance with the City's Parking Rate Ordinance, and are currently $60.00 per month, plus applicable sales and use tax per space. 6. Security Deposit. 6.1 The landlord acknowledges receipt of Tenant's Security Deposit, in the sum of six thousand dollars ($6,000.00). Said Security Deposit is to ensure the full and faithful performancEl by the Tenant of each and every term, covenant and condition of this lease. In the event that Tenant defaults in respect of any of the terms, provisions, covenants and conditions of this lease, including but not limited to, the payment of any rentals, the landlord may use, apply or retain the whole or any part of the Security Deposit for the payment of such rentals in default or any other sum which the landlord may expend or be required to expend by reason of the Tenant's default, including any damages or deficiHncy in the re-Ietting of the Demised Premises, whether such damages or deficiency may accrue or after summary proceedings or other re-entry by landlord. 6.2 In the event that the Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the Security Deposit or any balance thereof shall be returned to the Tenant, without interest, upon the expiration of the Lease and peaceful surrender of the Demised Premises. 6.3 Landlord shall not be required to keep the Security Deposit in a segregated account and the Security Deposit may be commingled with other funds of Landlord and in no event shall the Tenant be entitled to any interest on the Security Deposit. 6.4 In the event of a bona fide sale of the Property wherein the Demised Premises is located, subject to this Lease, the Landlord shall have the right to transfer the Security Deposit to the vendee for the benefit of the Tenant and the landlord shall be considered by the Tenant free from all liability for the return of such Security Deposit, and the Tenant agrees to look to the new landlord solely for the return of the Security Deposit, if such Security Deposit is actually transferred, and it is agreed that this shall apply to every transfer or assignment made of the Security Deposit to any new landlord. 6.5 The Security Deposit under this Lease shall not be assigned or encumbered by the Tenant without the prior written consent of the landlord. It is 4 expressly understood that the issuancl3 of a warrant and the lawful re-entry to the Demised Premises by the Landlord for any default on the part of the Tenant, prior to the expiration of the term of this Lease, shall not be deemed such termination of this Lease as to entitle the Tenant to recovery of the Security Deposit and the Security Deposit shall be retained and remain the possession of the landlord. 7. Use and Possession of Demised Premises. 7.1 The Demised Premises shall be used by the Tenant solely as a full service graphic communications office and any and all activities related to the foregoing. Said Premises may be open for operation daily a minimum of fivc (5) days a wcc!(, with normal hours of operation being from Monday through Friday 9:00 A.M. to 5:00 P.M. These days and hours of operation shall not otherwise be modified without the prior written notice to approval of the City Manager, '::hioh appro'lal shall not be unreaaonably withheld. Nothing herein contained shall be construed to authorize hours contrary to the laws governing such operations. 7.2 It is understood and agreed that the Demised Premises shall be used by the Tenant during the term of this lease only for the above purposes, and for no other purposes or uses whatsoever. Tenant will not make or permit any use of the Demised PremisEls that, directly or indirectly, is forbidden by public law, ordinance or government regulation, or that may be dangerous to life, limb or property. Tenant may not commit waste on the Demised Premises, use the Demised Premises for any iIIe~~al purpose, or commit a nuisance on the Demised Premises. In the event that the Tenant uses the Demised Premises for any purposes not expressly permitted herein, then the landlord may declare this lease in default pursuant to Section 18, or without notice to Tenant, restrain such improper use by injunction or other legal action. 8. Improvements. 8.1 Tenant shall, at its own cost and f~xpense, construct or cause to be constructed, all improvE~ments to the Demised Premises reasonably necessary for it to carry on its permitted use(s), as set forth above. The plans for such improvements shall be submitted to the Landlord for the Landlord's prior written consent, which will not be unreasonably withheld or delayed. All permanent (fixed) improvements to the Demised Premises shall remain the property of the landlord upon termination of the Lease. Upon the lawful termination of the Leas{~, all personal property and trade fixtures may be removed by the Tenant from the Demised Premises without damage to the Demised Premises. The failure of Tenant to complete the improvements and be granted a Certificate of Occupancy within a reasonable time from the date of execution of this Lease shall be deemed a default by Tenant. Tenant will permit no liens to attach to the Demised Premises arising from, connected with or related to the construction of the improvements. Moreover, such construction shall be aCGomplished through the use of licensed, reputable 5 contractors who are aCGeptable to Landlord. Any and all permits and or licenses required for the installation of improvements shall be the sole responsibility of Tenant. 8.2 The above requirements for submission of plans and the use of specific contractors shall not apply to maintenance or repairs which do not exceed $1,000.00, provided that the work is not structural, and provided that it is permitted by applicable law. 9. Landlord's RiQht of Entrv. 9.1 The landlord, or its authorized agent or agents, shall have the right to enter upon the Demised Premises at all fl3asonable times for the purpose of inspecting same, preventing waste, making such repairs as the Landlord may consider necessary and 'for the purpose of preventing fire, theft or vandalism. However, Landlord agrees that whenever possible, Landlord shall provide reasonable notice, in writing, to Tenant, unless the need to enter the Demised Premises is an emergency, as deemed by Landlord at its sole discretion, which if not immediately addressed could cause property damage, loss of life or limb, or other injury to persons. Nothing herein shall imply any duty on the part of the Landlord to do any work that under any provisions of this Lease the Tenant may be required to perform, and the performance thereof by the Landlord shall not constitute a waiver of the Tenant's default. 9.2 If the Tenant shall not be personally present to open and permit entry into the Demised Premises at any time, for any reason, and any entry thereon shall be necessary or permissible, the Landlord, or its agents, may enter the Demised Premises by master key, or may forcibly enter the Demised Premises without rendering the Landlord or such agents liable therefore. 9.3 Tenant shall furnish landlord duplicate keys to all locks including exterior and interior doors upon the effective date of this Lease Agreement. Tenant shall not change the locks to the Demised Premises without the prior written consent of Landlord, not to be unreasonably withheld, and in the event such consent is given Tenant shall furnish Landlord duplicate keys to said locks in advance of their installation. 10.Tenant's Insurance. 10.1 The Tenant shall, at its sole cost and expense, comply with all insurance requirements of the Landlord. It is agreed by the parties that the Tenant shall not occupy the Demised Premises until proof of the following insurance coverages have been furnished to and approved by the City's Risk Manager: 10.1.1 Comprehensive General Liability in the minimum amount of $1,000,000 per occurrence for bodily injury and property damage. The City of Miami Beach and the Miami Beach Redevelopment Agency must .be named as additional insured parties on this 6 policy. 10.1.2 Workers Compensation and Employers Liability coverage in accordance with Florida statutory requirements. 10.1.3 All-Risks property and casualty insurance, written at a minimum of 80% of replacement cost value and with replacement cost endorsement, covering all of Tenant's personal property in the Demised Premises (including, without limitation, inventory, trade fixtures, floor coverings, furniture and other property removable by Tenant under the provisions of the Lease) and all leasehold improvements installed in the Demised Premises by or on behalf of Tenant. 10.2 Proof of these coverageEi must be provided by submitting original certificates of insurance. All' policies must provide thirty (30) days written notice of cancellation to both the City's Risk Manager and Asset Manager at 1700 Convention Center Drive, Miami Beach, Florida, 33139. All insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida and must have a rating of B+:VI or better per A.M. Best's Key Rating Guide, latest edition, and certificates are subject to the approval of the City's Risk Manager. 11. Property Taxes and AssessmE!,nts. For the purposes of this Section and other provisions of this Lease: 11.1 The term "Property Taxes" shall mean (i) the real estate taxes, assessments, and special assessments of any kind which may be imposed upon the tax lot on which the building is constructed (the "Land") and (ii) any expenses incurred by Landlord in obtaining a reduction of any such taxes or assessments. 11.2 The term "Property Tax Year" shall mean the period of twelve (12) calendar months, beginning on January 151 of each year. 11.3 The term "Tenant's Proportionate Share" shall mean the ratio that the square footage of the Demised Premises (1,585 square feet) bears to the square footage of the leasable space (32,238 square feet) in the entire building. 11.4 Tenant shall pay, as Additional Rent pursuant to Section 3.2.2, for such Property Tax Year an amount ("Property Tax Payment") equal to Tenant's Proportionate Share of the Property Taxes, if any, for such Property Tax Year. If a Property Tax Year ends after the expiration or termination of the term of this Lease, the Property Tax Payment therefore shall be prorated to correspond to that portion of such Property Tax Year occurring within the term of this Lease. The Property Tax Payment shall be payable by Tenant along with the rent on tile first day of each month in accordance with the provisions of Section 3.:3.2. The monthly Property Tax Payment shall be 7 equivalent to 1/12th of the estimated yearly taxes, based on the previous year's actual taxes. A copy of the tax bill(s) or other evidence of such taxes issued by the taxing authorities, together with Landlord's computation of the Property Tax Payment, will be made available to Tenant once received from the taxing authorities, if requested by Tenant. Tenant shall pay any difference in the amount between the estimated property taxes and the actual property taxes to Landlord immediately upon receipt of request for said payment from the Landlord. 12. Assianment and Subletting. 12.1. Tenant shall not have the right to assign or sublet the Demised Premises, in whole or in part, without the prior written consent of Landlord which shall not be unreasonably withheld. Such writtem consent is not a matter of right and landlord is not obligated to give such consent. If granted as provided herein, the making of any assignment or sublease will not release Tenant from any of its obligations under this lease. A sale or transfer of a majority interest of the stock of Tenant's corporate entity shall be deemed an assignment, and for purposes of this lease Agreement, the landlord shall have the right to approve the new majority owner. Said approval shall be provided in writing. A change in majority interest shall not be deemed to occur if ownership interests change among any of the Tenant's current shareholders. However, any such change in majority interest shall be communicated to the Landlord in writing immediately upon said occurrence. Tenant is prohibited from assigning or subletting this lease to any person or entity which is not of the same or higher financial responsibility as Tenant, as shall be determined by Landlord, in its sole judgment and discretion. 12.2 Any consent by the Landlord to any act of assignment shall apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the duty of the Tenant or the legal representatives or assigns of the Tenant, to obtain from the landlord consent to any other or subsequent assignment, or as modifying or limiting the rights of the landlord under the foregoing covenants of the Tenant not to assign without such consent. 12.3 Any violation of the provisions of this Lease, whether by act or omissions, by assignee, sub-tenant, or under-tenant or occupant, shall be deemed a violation of such provision by the Tenant, it being the intention and meaning of the parties hereto, that the Tenant shall assume and be liable to the Landlord for any and all acts and omissions of any and all assignees, sub- tenants, or under-tenants or occupants. If the Lease be assigned, the Landlord may and is hereby empowered to collect rent from the assignee; if the Demised Premises or any part thereof be underlet or occupied by any person, other that the TEmant, the Landlord, in the event of the Tenant's default, may, and is hereby empowered to, collect rent from the under-tenant or occupants; in either of such events, the Landlord may apply the net amount received by it for rent herein reserved, and no such collection shall 8 be deemed a waiver 01 the covenant herein against assignment or the acceptance of the assignee, under~tenant or occupant as tenant. or a release of the Tenant from the further performance of the covenants herein contained on the part of the Tenant. 12.4 Notwithstanding the provisions of this Paragraph 12, Landlord herein approves that certain Sublease between Tenant and LRN, Inc., dated January 1, 2001, which was previously approved by the Mayor and City Commission as part of Tenant's previous lease agreement, which concurrently expire on April 30, 2003. Said Sublease contains a provision to automatically renew, on a month-to-month basis, until terminated by written notice. In the event that this Lease Agreement expires or is otherwise terminated by Landlord, Tenant herein acknowledges that said Sublease shall not survive said expiration or termination of this Agreement and as a result of same shall be null and void and of no further force or effect. A copy of the Sublease between Tenant and LRN, Inc. is attached hereto and incorporated herein as "Exhibit B". 12.4.1 Tenant shall pay. as Additional Rent pursuant to Section 3.2.4. for each Lease Year an amount ("Sub-Lessee Rent) eQual to fifty percent (50%) of the difference between the sum of the amounts due to the Landlord for Tenant's Base Rent (3.1.1), Operating Expenses (3.2.1). and Property Tax~s C3.2.2} for that portion of the Demised Premises beinq sublet (currentlv 80 square feet) and the amount due to the Tenant bY its Sub-Lessee for said sublet area. includino any subsequent increases in Sub-Lessee's rent. as may be provided for in any Landlord approved Sublease that may be in effect durino the term of this Lease Agn!,ement, or any extensions thereof. 13. Maintenance and Repair. 13.1 Tenant shall maintain the Demised Premises and the fixtures and appurtenances therein, and at its sole cost and expense shall make all repairs thereto as and when needed to preserve them in good working order and condition. Landlord shall be responsible forthe maintenance of the roof, the exterior of the building, the structural electrical and plumbing (other than plumbing surrounding any sink within the Demised Premises), the common areas and the chilled water supply system, and those items addressed in paragraph entitled "Common Facilities", in Section 3.2.1 herein. Landlord shall maintain and/or repair those items that it is responsible for, so as to keep same in proper working condition. Tenant shall also be responsible for all interior walls and doors the interior and cxtorior of all windo'J.'s and doom, as well as immediatc replaecment of any and all plato glass or other glass in the Demisod Premisos 'NRich may bccomo brol(on LJ5ing glass afttlc same or bottcr quality, at its sole cost and expense. Tonant agrees and understands, that If Landlord provides a sopor-ate air conditioning unit for tho DomiGod Promlooa, Landlord, at its sole discrction, 9 handlord may roquiro that Tenant obtain, at any timo during the Term of thic LonGo Agr-oomont, ona continuoualy maintain in good otanding, at TOflont'o expense, throughout the T arm of the Lease Agreement, a maintenance and repair eontract, approvod by Landlord, with n Gorvico company pro'/louGly approved in writing by Landlord, prO'.fiding for the preventative maintenance and repair of all hooting/ventilation/air conditioning (H'J AC) equipment sorvicing the Demised PFCmisos. In the event that Landlor-d notifies Tonant that it will r-cquiro Tenant to contract for said maintenance and repair 3OfVicC3, Tenant shall provide to Landlord, in writing, '/lithi" ton (10) business days, the namo(o) and telephone number(s) of servioo oompany(ioo) for tho Landlord's r-oview and approval. Tenont shall provide a copy of Q currant, onferocnblo and fully cxcoutDd maintenance and repair contract, no later than ten (10) businesG -days aftor rocoipt of Landlord's approval of the servioe oompany, as proof of TeffilRt'{; oompliance with this provisiofu If Landlord provides a separate air conditioning unit for the Demised Premises, as pro'Jided above, Tenant may r-oquest that Landlord inGpoct sarno to enoure that it is in proper worldng ordor. If the unit is not in proper working order, landlord shall, at its sote discretion, repair or replaoe the unit. 13.2 All damage or injury of any kind to the Demised Premises and to its fixtures, glass, appurtenances, and equipment, if any, or to the building fixtures, glass, appurtenances, and equipment. if any, except damage caused by the wrongful acts or negligence of the Tellant, shall be the obligation of Tenant, and shall be repaired, fOstored or replaced promptly by Tenant at its sole cost and expense to the satisfaction of Landlord. 13.3 All of the aforesaid repairs, restorations and replacements shall be in quality and class equal to the original work or installations and shall be done in good and workmanlike manner. 13.4 If Tenant fails to make such repairs or restorations or replacements, the same may be made by the Landlord, at the expense of Tenant, and all sums spent and expenses incurred by landlord shall be collectable as Additional Rent and shall be paid by Tenant within ten (10) days after rendition of a bill or statement thereof. IN ALL OTHER RESPECTS, THE DEMISED PREMISES ARE BEING LEASED IN ITS PRESENT "AS IS" CONDITION. 13.5 It shall be Tenant's obligation to insure that any renovations, repairs and/or improvements made by Tenant to the Demised Premises comply with all applicable building codes and life safety codes of governmental authorities having jurisdiction. 14. Governmental ReQulations. The Tenant covenants and agrees to fulfill and comply with all statutes, ordinances, rules, orders, regulations, and requirements of any and all governmental bodies, including but not limited to Federal, State, Miami-Dade County, and City governments, and any and all of their departments and bureaus applicable to the 10 Demised Premises and shall also comply with and fulfill all rules, orders, and regulations for the prevention of fire, all at Tenant's own cost and expense. The Tenant shall pay all cost, expenses, claims, fines, penalties, and damages that may be imposed because of the failure of the Tenant to comply with this Section, and shall indemnify and hold harmless the Landlord from all liability arising from each non-compliance. 15. Liens. Tenant will not permit any mechanics, laborers, or materialman's liens to stand against the leased premises or improvements for any labor or materials to Tenant or claimed to have been furnished to Tenant's agents, contractors, or sub-tenants, in connection with work of any character performed or claimed to have pertormed on said premises, or improvements by or at the direction or sufferance of the Tenant, provided however, Tenant shall have the right to contest the validity or amount of any such lien or claimed lien. In the event of such contest, Tenant shall give the Landlord reasonable security as may be demanded by Landlord to insure payment thereof and prevent sale, foreclosure, or forfeiture of the premises or improvements by reasons of such non-payment. Such security need not exceed one and one half (1-112) times the amount of such lien or such claim of lien. Such security shall be posted by Tenant within ten (1 0) days of written notice from Landlord, or Tenant may "bond off" the lien accordinu to statutory procedures. Tenant will immediately pay any judgment rendered with all proper cost and charges and shall have such lien released or judgment satisl:ied at Tenant's own expense. 16. Enforcement. Tenant agrees to pay the Base I~ent and any Additional Rent herein reserved at the time and in the manner aforesaid, and should said rents herein provided, at any time remain due and unpaid for a period of fifteen (15) days after the same shall become due, the Landlord may exercise any or all options available to it hereunder, which options may be exercised concurrently or separately or the Landlord may pursue any other remedies enforced by law. 17. Condemnation. 17.1 If at any time during the term of this Lease and any renewal term hereunder, all or any part or portion of the building in which the Demised Premises are located, sufficient in size, to cause the Demised Premises to be untenantable, is taken, appropriated, or condemned by reason of Eminent Domain proceedings (except if the Eminent Domain proceedings are initiated by the City of Miami Beach), then this Lease shall be terminated as of the date of such taking, and shall thereafter be completely null and void, and neither of the parties hereto shall thereafter have any rights against the other by reason of this Lease or anything contained therein, except that any rent prepaid beyond the date of such taking shall be prorated to such date, and the Tenant shall pay any and all rents, additional rents, utility charges, or other costs including excess taxes for which it is liable under the terms of this Lease, up to the date of such taking. 11 17.2 Except as hereunder provided, Tenant shall not be entitled to participate in the proceeds of any award made to the Landlord in any such Eminent Domain proceeding, excepting, however, the Tenant shall have the right to claim and recover from the condemning authority, but not from the Landlord, such compensation as may be separately awarded or recoverable by Tenant in Tenant's own right on account of any and all damage to Tenant's business by reasons of the condemnation and 'for or on account of any cost or loss which Tenant might incur in removing Tenant's furniture and fixtures. 18. Default. 18.1 Default by Tenant: At the Landlord's option, any of the following shall constitute an Event of Default under this Lease: 18.1.1 The Base Rent, Additional Rent, or any installment thereof is not paid promptly when and where due within fifteen (15) days of due date and if Tenant shall not cure such failure within five (5) days after receipt of written notice from Landlord specifying such default; 18.1 .2 Any other payment provided for under this Lease is not paid promptly when and where due; 18.1.3 The Demised Premises shall be deserted, abandoned, or vacated; 18.1.4 The Tenant shall fail to comply with any material term, provision, condition or covenant contained herein other than the payment of rent and shall not cure such failure within thirty (3D) days after the receipt of written notice from Landlord specifying any such default; or such longer period of time acceptable to Landlord, at its sole discretion; 18.1 .5 Receipt of notice of violation from any governmental authority having jurisdiction dealing with a code, regulation, ordinance orthe like, which remains uncured for a period of thirty (3D) days from its issuance, or such longer period of time acceptable to Landlord, at its sole discretion; 18.1.6 Any petition i~; filed by or against Tenant under any section or chapter of the Bankruptcy Act, as amended, which remains pending for more than sixty (60) days, or any other proceedings now or hereafter authorized by the laws of the United States or of any state for the purpose of discharging or extending the time for payment of debts; 18.1. 7 Tenant shall become insolvent; 18.1.8 Tenant shall make an assignment for benefit of creditors; 12 18.1.9 A receiver is appointed for Tenant by any court and shall not be dissolved within thirty (30) days thereafter; or 18.1.10 The leasehold interest is levied on under execution. 19. Rights on Default. 19.1 Riahts on Default: In the event of any default by Tenant as provided herein, Landlord shall have the option to do any of the following in addition to and not in limitation of any other remedy permitted by law or by this Lease; 19.1.1 Terminate this Lease, in which event Tenant shall immediately surrender the Demised Premises to Landlord, but if Tenant shall fail to do so Landlord may, without further notice, and without prejudice to any other remedy Landlord may have for possession or arrearages in rent or damages for breach of contract, enter upon Demised Premises and expel or remove Tenant and his effects in accordance with law, without being liable for prosecution or any claim for damages therefore, and Tenant agrees to indemnify and hold harmless Landlord for all loss and damage which Landlord may suffer by reasons of such Lease termination, whether through inability to re-Iet the Demised Premises, or through decrease in rent, or otherwise. 19.1.2 Declare the entire amount of the Base Rent and Additional Rent which would become due and payable during the remainder of the term of this Loase to be due and payable immediately, in which event Tenant agrees to pay the same at once, together with all rents therefore due, at the address of Landlord, as provided in the Notices section of this Lease; provided, however, that such payment shall not constitute a penalty, forfeiture, or liquidated damage, but shall merely constitute payment in advance of the rents for the remainder of said term and such payment shall be considered, construed and taken to be a debt provable in bankruptcy or receivership. 19.1.3 Enter the Demised Premises as the agent of Tenant, by force if necessary. without being liable to prosecution or any claim for damages therefore, remove Tenant's property there from, and re- let the Demised Premises, or portions thereof, for such terms and upon such conditions which Landlord deems, in its sole discretion, desirable, and to receive the rents therefore, and Tenant shall pay Landlord any deficiency that may arise by reason of such re- letting, on demand at any time and from time to time at the office of Landlord; and for the purpose of re-Ietting, Landlord may (i) make any repairs, changes, alterations or additions in or to said Demised Premises that may be necessary or convenient; (ii) pay 13 all costs and expenses therefore from rents resulting from re- letting; and (iii) Tenant shall pay Landlord any deficiency as aforesaid. 19 .1.4 Take possession of any personal property owned by Tenant on said Demised Premises and sell the same at public or private sale, and apply same to the payment of rent due, holding the Tenant liable for the deficiency. if any. 19.1.5 It is expressly agreed and understood by and between the parties hereto that any installments of rent accruing under the provisions of this Lease which shall not be paid when due shall bear interest at the maximum legal rate of interest per annum then prevailing in Florida from the date when the same was payable by the terms hereof, until the same shall be paid by Tenant. Any failure on Landlord's behalf to enforce this Section shall not constitute a waiver of this provision with respect to future accruals of past due rent. No interest will be charged for payments made within the grace period, such grace period to be defined as within five days of the due date. In addition, there will be a late charge of $50.00 for any payments submitted after the grace period. 19.1.6 If Tenant shall default in making any payment of monies to any person or for any purpose as may be required hereunder, Landlord may pay such expense but Landlord shall not be obligated to do so. Tenant upon Landlord's paying such expense shall be obligated to forthwith reimburse Landlord for the amount thereof. All sums of money payable by Tenant to Landlord hereunder shall be deemed as rent for use of the Demised Premises and collectable by Landlord from Tenant as rent, and shall be due from Tenant to Landlord on the first day of the month following the payment of the expense by Landlord. 19.1.7 The rights of the Landlord under this Lease shall be cumulative but not restrictive to those given by law and failure on the part of the Landlord to exercise promptly any rights given hereunder shall not operate to waive or to forfeit any of the said rights. 19.2 Default bv Landlord: The failure of Landlord to perfonT! any of the covenants, conditions and agreements of the Lease which are to be performed by Landlord and the continuance of such failure for a period of thirty (30) days after notice thereof in writing from Tenant to Landlord (which notice shall specify the respects in which Tenant contends that Landlord failed to perform any such covenant, conditions and agreements) shall constitute a default by Landlord, unless such default is one which cannot be cured within thirty (30) days because of circumstances beyond Landlord's control, and Landlord within such thirty (30) day period shall have commenced and thereafter shall continue diligently to prosecute all actions 14 necessary to cure such defaults. However, in the event landlord fails to perform within the initial 30 day period provided above, and such failure to perform prevents Tenant from operating its business in a customary manner and causes an undue hardship for the Tenant, then such failure to perform (regardless of circumstances beyond its control) as indicated above, shall constitute a default by Landlord. 19.3 Tenant's RiQhts on Default: If an event of landlord's default shall occur, Tenant, to the fullest extent permitted by law, shall have the right to pursue any and all remedies available at law or in equity, including the right to sue for and collect damages, including reasonable attorney fees and costs, to terminate this Lease (and all of its obligations hereunder by giving notice of such election to Landlord, whereupon this Lease shall terminate as of the date of such notice), to specifically enforce Tenant's rights; and/or to enjoin landlord. 20. Indemnity Against Costs and Charqes. 20.1 The Tenant shall be liable to the Landlord for all costs and charges, expenses, reasonable attorney's fees, and damages which may be incurred or sustained by the landlord, by reason of the Tenant's breach of any of the provisions of this Lease. Any sums due the landlord under the provisions of this item shall constitute a lien against the interest of the Tenant and the Demised Premises and clll of Tenant's property situated thereon to the same extent and on the same conditions as delinquent rent would constitute a lien on said premises and property. 20.2 If Tenant shall at any time be in default hereunder, and if Landlord shall deem it necessary to engage an attorney to enforce Landlord's rights and Tenant's obligations hereunder, the Tenant will reimburse the landlord for the reasonable expenses incurred thereby, including, but not limited to, court costs and reasonable attorney's fees, whether suit be brought or not and if suit be brought, then Tenant shall be liable for expenses incurred at both the trial and appellate levels. 21. Indemnification AQainst Claims. 21.1 The Tenant shall indemnify and save the landlord harmless from and against any and all claims or causes of action (whether groundless or otherwise) by or on behalf of any person, firm, or corporation, for personal injury or property damagB occurring upon the Demised Premises or upon any parking lot or other facility or appurtenance used in connection with the Demised Premises, occasioned in whole or in part by any of the following: 21.1.1 An act or omission on the part of the Tenants, or any employee, agent, invitee, or guest, assignee or sub-tenant of the Tenant; 15 21 .1.2 Any misuse, neglect, or unlawful use of the Demised Premises or the building in which the Demised Premises is located or any of its facilities by Tenant, or any employee. agent, invitee, or guest, assignee or sub-tenant or the Tenant, but not to include trespassers upon the Demised Premises; 21.1.3 Any breach, violation, or non-performance of any undertaking of the Tenant under this Lease; 21 .1.4 Anything growing out of the use or occupancy of the Demised Premises by the Tenant or anyone holding or claiming to hold through or under the lease. 21.2 Tenant agrees to pay all damages to the Demised Premises or other facilities used in connection therewith. caused by the Tenant or any employee, guest, or invitee of the Tenant. 22. Sions and Advertisino. Without the prior written consent of Landlord, Tenant shall not permit the painting and display of any signs, plaques, lettering or advertising material of any kind on or near the Demised Premises. All additional signage shall comply with signage standards established by Landlord and comply with all applicable building codes, and any other Municipal, County, State and Federal laws. 23. Effect of Conveyance. The term "landlord" as used in the lease means only the owner for the time being of the land and building containing the Demised Premises, so that in the event of any sale of said land and building, or in the event of a lease of said building, the landlord shall be and hereby is entirely freed and relieved of all covenants and obligations of the landlord hereunder, and it shall be deemed and construed without further agreement between the parties, or between the parties and the purchaser at such sale, or the lease of this building, that the purchaser or Tenant has assumed and agreed to carry out all covenants and obligations of the Landlord hereunder. 24. Damaoe to the Demised Premi~es. 24.1 The building in which the Demised Premises are located is insured under Landlord's fire insurance policy. If the Demised Premises shall be damaged by the elements or other casualty not due to Tenant's negligence, or by fire, but are not thereby rendered untenantable, as determined by landlord, in whole or in part, and such damage is covered by Landlord's insurance, if any, (hereinafter referred to as "such occurrence"), Landlord, shall, as soon as possible after such occurrence, utilize the insurance proceeds to cause such damage to be repaired and the rent shall not be abated. If by reason of such occurrence, the Demised Premises shall be rendered untenantable, as determined by Landlord, only in part, Landlord shall as soon as possible utilize the insurance proceeds to cause the damage to be repaired, and the 16 rent meanwhile shall be abated proportionately as to the portion of the Demised Premises rendered untenantable; provided however, if the Demised Premises are by reason of such occurrence, rendered more than 50% but less than 100% untenantable,. as detHrmined by Landlord, Landlord shall promptly obtain a good faith estimat€! of the time required to render the Demised Premises tenantable. If such time exceeds sixty (60) days, the Tenant shall have the option of canceling this Lease, which option shall be exercised by Tenant in writing within ten (10) days of receipt of notice of same from Landlord. 24.1 If the Demised Premises shall be rendered wholly untenantable by reason of such occurrence, the Landlord shall utilize the insurance proceeds to cause such damage to be repaired and the rent meanwhile shall be abated in whole; provided, however, that Landlord shall have the right, to be exercised by notice in writing delivered to Tenant within sixty (60) days from and after said occurrence, to elect not to reconstruct the destroyed Demised Premises, and in such event, this lease and the tenancy hereby created shall cease as of the date of said occurrence, the rent to be adjusted as of such date. If the Demised Premises shall be rendered wholly untenantable, the Tenant shall have the right, to be exercised by notice in writing, delivered to Landlord within thirty (30) days from and after said occurrence, to elect to terminate this lease, the rent to be adjusted accordingly. Notwithstanding any clause contained in this Section, if Landlord becomes self insured or the damage is not covered by landlord's insurance, then landlord shall have no obligation to repair the damage, but Landlord shall advise Tenant in writing within thirty (30) days of the occurrence giving rise to the damage and of its decision not to repair, and the Tenant may, at any time thereafter, elect to terminate the lease, and the rent shall be adjusted accordingly. 25. Quiet Enioyment. The Tenant shall enjoy quiet enjoyment of the Demised Premises and shall not be evicted or disturbed in possession of the Demised Premises so long as Tenant complies with the terms of this Lease. 26. Waiver. 26.1 It is mutually covenanted and agreed by and between the parties hereto that the failure .of Landlord to insist upon the strict performance of any of the conditions, covenants, terms or provisions of this Lease, or to exercise any option herein conferred, will not be considered or construed as a waiver or relinquishment for the future of any such conditions, covenants, terms, provisions or options but the same shall continue and remain in full force and effect. 26.2 A waiver of any term expressed herein shall not be implied by any neglect of landlord to declare a forfeiture on account of the violation of such term if such violation by continued or repeated subsequently and any express waiver shall not affect any term other than the one specified in such waiver 17 and that one only for the time and in the manner specifically stated. 26.3 The receipt of any sum paid by Tenant to Landlord after breach of any condition, covenant, term or provision herein contained shall not be deemed a waiver of such breach, but shall be taken, considered and construed as payment for use and occupation, and not as rent, unless such breach be expressly waived in writing by Landlord. 27. Notices. The addresses for all notices required under this Lease shall be as follows, or at such other address as either party shall be in writing, notify the other: LANDLORD: City Manager City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 With copies to: City Attorney City of Miami Beach 1700 Convention Center Drive Miami Beach. Florida 33139 And: Asset Manager City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 TENANT: Jacques Auger Design Associates, Inc. 1130 Washington Avenue, 6th Floor Miami Beach, Florida 33139 All notices shall be hand delivered and a receipt requested, or by certified mail with return receipt requested, and shall be effective upon receipt. 28. Entire and Binding Agreement. This Lease contains all of the agreements between the parties hereto, and it may not be modified in any manner other than by agreement in writing signed by all the parties hereto or their successors in interest. The terms, covenants and conditions contained herein shall inure to the benefit of and be binding upon Landlord and Tenant and their respective successors and assigns, except as may be otherwise expressly provided in this Lease. 29. Provisions Severable. If any term or provision of this Lease or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term and provision of this Lease shall be valid and be enforced to the fullest extent permitted by law. 18 30. Captions. The captions contained herein are for the convenience and reference only and shall not be deemed a part of this Lease or construed as in any manner limiting or amplifying the terms and provisions of this Lease to which they relate. 31. Number and Gender. Whenever used herein, the singular number shall include the plural and the plural shall include the singular, and the use of one gender shall include all genders 32. Governing law. This Lease shall be governed by and construed in accordance with the law of the State of Florida. 33. Limitation of Liability. The landlord desires to enter into this Agreement only if in so doing the Landlord can place a limit on landlord's liability for any cause of action for money damages due to an alleged breach by thE:! Landlord of this Agreement, so that its liability for any such breach never exceeds the sum of Ten Thousand Dollars and no/100 ($10,OOO.00). Tenant hereby expresses its willingness to enter into this Agreement with the Tenant's recovery from the Landlord for any damage action for breach of contract to be limited to a maximum amount of Ten Thousand ($10,000.00) Dollars. Accordingly, and notwithstanding any other term or condition of this Agreement, Tenant hereby agrees that the Landlord shall not be liable to Tenant for damage in an amount in excess of Ten Thousand ($10,000.00) Dollars for any action or claim for breach of contract arising out of the performance or non-perfonnance of any obligations imposed upon the Landlord by this Agreement. Nothing contained in this Section or elsewhere in this Agreement is in any way intended to be a waiver of the limitation placed upon landlord's liability as set forth in Florida Statutes, Section 768.28. 34. Surrender of the Demised Premises. The Tenant shall, on or before the last day of the term herein demised, or the sooner termination thereof, pea.ceably and quietly leave, surrender and yield upon to the Landlord the Demised Premises, together with any and all equipment, fixtures, furnishings, appliances or other personal property, if any, located at or on the Demised Premises and used by Tenant in the maintenance, management or operation of the Demised PrElmises, excluding any trade fixtures or personal property, if any, which can be removed without material injury to the Demised Premises, free of all liens, claims and encumbrances and rights of others or broom- clean, together with all structura.l changes, alterations, additions, and improvements which may have been made upon the Demised Premises, in good order, condition and repair, reasonable wear and tear excepted, subject, however, to the subsequent provisions of this Article. Any property which pursuant to the provisions of this Section is removable by Tenant on or at the Demised Premises upon the termination of this Lease and is not so removed may, at the option of the Landlord, be deemed abandoned by the Tenant, and oither may be retained by the landlord as its property or may be removed and disposed of at the sole cost of the Tenant in such manner as the Landlord may see fit. If the Demised Premises and personal 19 property, if any, be not surrendered at the end of the term as provided in this Section, the Tenant shall make good the Landlord all damages which the Landlord shall suffer by reason thereof, and shall indemnify and hold harmless the Landlord against all claims made by any succeeding tenant or purchaser, so far as such delay is occasioned by the failure of the Tenant to surrender the Demised Premises as and when herein required. 35. Time is of the Essence. Time is of the essence in every particular and particularly where the obligation to pay money is involved. 36. Venue. This Lease Agreement shall be enforceable in Miami-Dade County, Florida, and if legal action is necessary by either party with respect to the enforcement of any and all the terms or conditions herein, exclusive venue for the enforcement of same shaUlie in Miami-Dade County, Florida. LANDLORD AND TENANT HEREBY KNOWINGLY AND INTENTIONALLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING THAT THE LANDLORD AND TENANT MAY HEREIN.-AFTER INSTITUTE AGAINST EACH OTHER WITH RESPECT TO ANY MATTER ARISING OUT OF OR RELATED TO THIS LEASE AGREEMENT. 20 IN WITNESS WHEREOF, the parties hereto have caused these presents to be signed by the reSPjfl.ive duly authorized officers, and the respective corporate seals to be affixed this day of .rA NU Afl.'1-- ,2003. ~K' ~cudw- CITY CLERK ATTEST: AlTEST: TENANT I JACQUES AUGER DESIGN ASSOCIATES, INC. BY: W.TN It. 5 CORPORATE SEAL (affix here) F:\DDH P\$ALL \ASSEl\OLDCITY\AUG ER\Auger .Lease.doc __.._,..,. A n ....__ _____.......1"". .. APPROVED AS 10 FORM & LANGUAGE & FOR EXECUTION 21 P, -" .1- ... - i ,: .. ~ ~ ~i" I , , . : I1.EV .. ~ L~V .~.....~I~ -' g.., SIXTH FLOOR PLAN .cAL-r ".....'.0. Exhibit "A"