HomeMy WebLinkAboutPalm Court at 23rd Street LTD Lease Agreement
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LEASE AGREEMENT
THIS LEASE AGREEMENT, made this 7-1/.. day of VUN'G ,2006, by
and between PALM COURT AT 23RD STREET, LTD., (hereinafter referred to as
"Landlord"), and the CITY OF MIAMI BEACH, a Florida municipal corporation, (hereinafter
referred to as "City" or "Tenant").
1 . Demised Premises.
Landlord, in consideration of the rentals hereinafter reserved to be paid and of the
covenants, conditions and agreements 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, in Landlord's building known as Palm Court located at 309 23rd
Street, Miami Beach, Florida, 33139 (the "Building"), those certain premises referred
to as Suite 170 (on the first/ground floor) and Suite 210 (on the second floor),
respectively, and more fully described as follows:
309 23rd Street: encompassing approximately one thousand two
hundred (1,200) leasable square feet on the ground floor (the "First
Floor Leased Premises"), and approximately five thousand seven
hundred (5,700) leasable square feet on the second floor (the
"Second Floor Leased Premises"), for an approximate total of six
thousand nine hundred (6,900) leasable square foot area, based on
BOMA measurement standards. . Such space on the ground floor is
specified in the areas cross hatched in "Exhibit A", which is hereby
made a part of this Lease Agreement. Such space on the second
floor is specified in the area cross hatched in "Exhibit B", which is
hereby made a part of this Lease Agreement, (both spaces shall
collectively and hereinafter be referred to as the "Leased Premises" or
"Demised Premises").
2. Term.
2.1 The Tenant shall be entitled to have and to hold the Demised Premises for
an initial term of two (2) years, commencing on the 1 st day of AUQust,
2006 (the "Commencement Date"), and ending on the 31st day of ~ ,
2008 (the "Termination Date").
2.2 The Tenant shall have an option, at its sole discretion, to extend the Lease
term for an additional one (1) year term, upon the terms and conditions
provided herein. In order to exercise the option, Tenant must furnish written
notice to Landlord of its intention to exercise the extension no later than 180
days prior to the Termination Date set forth in subsection 2.1. Tenant's
failure to timely furnish such written notice shall be deemed to relieve the
Landlord of any obligation to provide such renewal option to Tenant. There
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shall be a five (5) calendar day grace period for the receipt of such notice.
Notice shall be made via certified mail or overnight courier service to the
Landlord's place of business, as set forth in Section 27 of the Agreement.
2.3 In the event of any damage to the Premises as a result of Tenant's use,
Tenant agrees that it shall continue to be liable for all repairs or damages
which may be suffered by Landlord as a result of Tenant's use of the Leased
Premises or Building.
3. Rent.
3.1 Base Rent:
Base Rent (which Rent shall also include Tenant's proportionate share of
Operating Expenses, as defined in subsection 3.2.1, for the initial term ofthe
Lease) shall commence on August 1, 2006 (the "Rent Commencement
Date"). Other than the first Rent payment (which payment shall include Rent
from the Commencement Date through October 31,2006), Tenant agrees
that it shall thereafter make Rent payments quarterly on the first day of each
of the following months throughout the term herein: November, February,
May, and August. In connection with the first rental payment, Tenant agrees
that if the Rent Commencement Date is a date other than the first day of the
month, it shall prorate the Rent for that portion of the month and pay same
as an addition to the regularly scheduled quarterly payment.
3.1.1 The initial Base Rent for the Demised Premises (which shall be for
the Second Floor Leased Premises only) shall be Forty Four
Thousand One Hundred and Seventy Five Dollars ($44,175) per
quarter, plus such prorated amounts due as set forth in subsection
3.1 taking into account the fractional portion of the first month of
occupancy of the Demised Premises by Tenant.
3.1.2 Upon occupancy by Tenant of the First Floor Leased Premises
(which is estimated to be on or about October 1, 2006, but shall be
further subject to the provisions of Section 8), Tenant shall
commence to pay the increased quarterly Base Rent of Fifty Three
Thousand Four Hundred and Seventy Five Dollars ($53,475). In
the event that Tenant's occupancy of the First Floor Leased
Premises and Tenant's obligations to pay Rent for same, fall on a
day other than the beginning of the subsequent quarterly Rent
payment period as prescribed in subsection 3.1.1 above, Tenant
shall pay to Landlord the prorated amount of Rent due on a per
diem basis through the next regularly scheduled quarterly Rent
period, and Tenant's obligation to pay same shall commence the
sooner of (i) the date Tenant takes possession of the First Floor
Leased Premises, or (ii) the date on which Landlord secures a
Certificate of Occupancy (CO) for the First Floor Leased
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Premises. For purposes of this Lease, the per diem rent for the
First Floor Leased Premises shall be One Hundred and One
Dollars and 92/00 ($101.92).
3.1.3 In the event that the option for the third Lease year is exercised,
the Base Rent shall, upon commencement of the third Lease year
(which for purposes of this Lease shall be deemed to be August 1,
2008), be increased by the lesser of i) the increase in the CPI for
the preceding twelve (12) month period (i.e. August 2007 through
July 2008), or ii) four (4%) percent.
3.1.4 Late Charoe:
Intentionally Omitted.
3.2 Additional Rent:
3.2.1 Operatino Expenses:
"Operating Expenses" shall mean the total cost and expenses,
including property taxes and insurance, (except as provided in
Subsections 3.2.2 and 3.2.3) incurred by Landlord in operating,
repairing, and maintaining the Common Facilities (hereinafter
defined) actually used or available for use by the Tenant and its
employees, agents, servants, customers and invitees.
"Common Facilities" shall mean all areas, space, equipment and
special services, including without limitation, water service to the
Building, sewer service to the Building, trash removal from the
building, costs incurred for gardening and landscaping, repairing
and maintaining elevator(s), painting, basic janitorial services,
lighting, cleaning, striping, policing, removing garbage and other
refuse and trash, 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 Building common areas and the
exterior and structural portions of the Building, paving and
repairing, management fees and the Landlord's employment
expenses to employees furnishing and rendering any services to
the common areas provided by the Landlord for the common or
joint use and/or benefit of Tenant, and its employees, agents,
servants, customers and invitees.
With the exception of real estate taxes and insurance, as outlined
in subsections 3.2.2 and 3.2.3 below, the Base Rent amounts in
subsections 3.1.1 and 3.1.2 shall include Tenant's proportionate
share of Operating Expenses for the initial term. Thereafter, in the
event that the option for the third Lease year is exercised, in
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addition to the Base Rent increase in subsection 3.1.3, Tenant
shall pay its proportionate share of increases in Operating
Expenses for the third Lease year. The Tenant's proportionate
share is deemed to be twenty three (23%) percent.
3.2.2 Property Taxes:
Landlord agrees that in connection with any increase in the real
estate tax portion of the Operating Expenses after the first Lease
year, there will be no pass-through to Tenant for the first fifty
(50%) percent increase in the Building's real estate taxes (if any).
However, if the real estate taxes increase by more than 50% from
the prior Lease year, Tenant acknowledges that, commencing in
the second Lease year, it shall pay its proportionate share of such
increase beyond such 50% figure. This shall also apply to the
option term (if exercised by Tenant).
Insurance:
Landlord agrees that in connection with any increase in the
insurance portion of the Operating Expenses after the first Lease
year, there will be no pass-through to Tenant for the first one
hundred (100%) percent increase in the Building's property
insurance (if any). However, if the insurance increases by more
than 100% from the prior Lease year, Tenant acknowledges that it
shall pay its proportionate share of such increase beyond such
100% figure. Additionally, there will be no pass-through to Tenant
for the first 50% increase in the Building's liability insurance (if
any). However, if the liability insurance increases by more than
50% from the prior Lease year, the Tenant acknowledges that it
shall pay it proportionate share of such increase beyond such 50%
figure. This shall apply to the option term (if exercised by Tenant).
3.3 Tenant Electrical Costs:
It is expressly understood and agreed that Tenant shall be directly
responsible for all electrical uses and charges for any electrical use within the
Leased Premises. Landlord represents that in connection with the Second
Floor Leased Premises, all electrical service is fully operational and all
electrical charges are currently in the name of Landlord. The Second Floor
Leased Premises has three (3) separate accounts with Florida Power and
Light Company (FPL) all of which exclusively serve said Leased Premises.
Tenant agrees that within ten (10) days of execution of the Lease it shall
have all FPL accounts in connection with the Second Floor Leased Premises
assigned to Tenant. Tenant shall only be responsible for electrical incurred
costs as of the Effective Date of the Lease. Tenant shall, however, be
responsible for the reimbursement to Landlord for any prepaid FPL charges
which may accrue as a result of the Lease Effective Date falling on a date
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which is in the middle of one or more FPL invoice pay cycles for the
consumption within the Leased Premises.
In connection with the First Floor Leased Premises, Tenant further agrees it
shall be responsible for all electrical service (FPL) connections which may be
required to power the First Floor Leased Premises.
It is anticipated that upon Tenant's occupancy of both the First and Second
Floor Leased Premises, Tenant shall have four (4) separate FPL accounts
(three for the Second Floor, and one for the First Floor).
Upon expiration of the Lease and Tenant's vacation of the Leased Premises
Tenant shall provide a written notice to Landlord informing Landlord that it
has vacated the Premises. Tenant further agrees that it shall be responsible
for assigning back to Landlord, all FPL accounts which were in Tenant's
name (only in connection with the Demised Premises).
Tenant further agrees that any and all utility deposits which are now
associated with the FPL accounts referenced herein, are the property of
Landlord and notwithstanding the procedures which may be required for the
assignment of said accounts to Tenant, to the extent such utility deposits
inure to the benefit of Tenant, Tenant agrees it shall reimburse to Landlord
such deposits if, as, and when Landlord provides a written request to Tenant.
3.4 Sales Tax:
Landlord acknowledges that Tenant is exempt from the payment of Florida
sales tax and Tenant shall provide all requisite exemption certification to
Landlord which information shall be set forth in "Exhibit 3.4" attached hereto
and made part hereof.
4. Location for Payments.
All rents or other payments due hereunder shall be paid to Landlord at the following
address:
PALM COURT AT 23RD STREET, LTD.
420 Lincoln Road, Suite #448
Miami Beach, FL, 33139
Attention: Ronald Bloomberg
5. Parkino.
At Tenant's option, and upon written notice by Tenant, the Landlord shall, pursuant
to the use provisions set forth in subsection 5.1 below, designate in Landlord's
controlled parking area adjacent to the Building up to fourteen (14) parking spaces,
for Tenant's exclusive use, at the cost to Tenant of Seventy Five ($75) Dollars per
month per space.
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5.1 The Tenant's rights to park cars in Landlord's controlled parking area shall
be subject to the following:
i) Hours of Use:
6:00 A.M. through 7:00 P.M., Monday through Friday. Any
vehicle remaining past these hours of operation shall be
assessed a parking charge of $1 .50 per hour, or any fraction
thereof. At the end of each month, Landlord shall notify Tenant
in writing as to whether any additional parking charges have
been assessed and Tenant shall pay such charges within
fifteen (15) days of receipt of such notice;
ii) Use:
Spaces shall only be used by Tenant's employees;
iii) Tenant shall notify Landlord in writing of the name of each
employee who shall be using the parking space(s), together
with a description of the vehicle and tag number. Landlord
shall prepare parking passes for each individual referenced on
the Tenant's list and such pass shall be for the excusive use of
Tenant's employee. Lost passes shall be assessed a fee of
Twenty Five ($25.00) Dollars per pass.
5.2 Landlord expressly reserves the sole right to terminate Tenant's use of all or
part of the parking privileges set forth herein provided 30 days written notice
by Landlord to Tenant.
6. Security Deposit.
Intentionally Omitted.
7. Use and Possession of Demised Premises.
7.1 The Demised Premises shall be used by the Tenant as the primary location
for the City of Miami Beach Parking Department's administrative and
customer service operations. Said Demised Premises shall generally be
open for Tenant's business Monday through Friday from 6:00 AM until 7:00
PM Tenant reserves the right to utilize the Demised Premises for another
public purpose subject however to the prior written approval by Landlord,
which approval may be withheld by Landlord in its sole discretion.
7.2 Tenant will not make or permit any use of the Demised Premises that,
directly or indirectly, is forbidden by public law, ordinance or government
regulation, orthat may be dangerous to life, limb or property. Tenant may not
commit waste on the Demised Premises, use the Demised Premises for any
illegal purpose, or commit a nuisance on the Demised Premises. In the event
that the Tenant uses the Demised Premises for any purposes not expressly
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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 Landlord has agreed to construct certain Tenant-requested improvements to
the Demised Premises which, without limitation shall include i) the
modification of the Second Floor Leased Premises in order to accommodate
a customer service area; and ii) the direct build-out of the First Floor Leased
Premises in order to accommodate a secured coin room (together the
"Tenant Build-Out Improvements"). Upon execution of this Lease by the
parties hereto, Landlord and Tenant shall use reasonable good faith efforts
and work together in the development of plans and specifications for the
Tenant Build-Out Improvements.
8.1.1 Plans and Approvals for Alteration of Second Floor Leased Premises:
Tenant hereby acknowledges that prior to the Lease Commencement
Date, Landlord has in good faith, worked with Tenant and its
employees (including the City Manager's Office) in order to ascertain
the extent and nature of the alterations so required by Tenant to the
Second Floor Leased Premises. To this end, Landlord retained the
service of an architect to facilitate the requirements of Tenant and
said architect has developed the conceptual plans for the Second
Floor Leased Premises. Concurrent with its execution of this Lease,
Tenant acknowledges that it has provided input for the alteration of
the Second Floor Leased Premises and has reviewed the plans for
alterations, and that said plans have been approved by Tenant. Said
plans for the alteration of the Second Floor Premises are set forth in
"Exhibit 8.1.1" attached hereto and made a part hereof.
8.1.2 All plans and specifications for construction of the First Floor Leased
Premises portion of Tenant's Build-Out Improvements must be
approved, in writing, by the City Manager or his designee acting in his
proprietary capacity, prior to Landlord preceding to secure the
necessary regulatory approval(s) (if applicable) and building
permits(s) for same. Once approved, said plans for the alteration of
the First Floor Leased Premises shall be attached as "Exhibit 8.1.2"
and made part hereof.
8.2 Provided Landlord has obtained all necessary approvals (both proprietary
and regulatory), and provided further that all necessary permits have been
obtained, Landlord shall proceed with construction of Tenant's Build-Out
Improvements and shall use its best efforts to have said improvements
substantially completed on or before October 1, 2006.
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8.3 Upon completion of construction of the Tenant Build-Out Improvements,
Landlord shall notify Tenant, in writing, of its intent to apply for a Certificate of
Occupancy. Upon receipt of such notice, Tenant shall be permitted to inspect
the improvements to determine that they have been substantially completed
in accordance with the approved plans and specifications. "Substantial
Completion" shall be defined as the date certified by the Tenant (acting
through the City Manager or his designee) in writing that all conditions and
requirements of the building permit(s) and regulatory agencies have been
satisfied and the improvements have been sufficiently completed in
accordance with the approved plans and specifications, so that the portions
of the Demised Premises forwhich the Tenant Build-Out Improvements have
been constructed, and the improvements themselves, are available for
beneficial occupancy by Tenant. A Certificate of Occupancy (CO) must also
be issued for substantial completion to be achieved.
8.4 Tenant's obligation to pay Rent for the First Floor Leased Premises, as
defined in subsection 3.1.2, shall only commence the sooner of (i) the date
Tenant takes possession of the First Floor Leased Premises or (ii) Landlord
has obtained a Certificate of Occupancy for the Tenant Build-Out
Improvements. Notwithstanding the preceding sentence, in no event shall
Tenant be required to commence payment of the increased Base Rent, as
set forth in subsection 3.1.2, until Landlord achieves Substantial Completion
of the Tenant Build-Out Improvements.
8.5 Notwithstanding anything contained herein to the contrary, provided Landlord
has diligently prosecuted construction ofthe Tenant Build-Out Improvements
for the First Floor Leased Premises, which actions shall include, but not be
limited to, the application for and obtaining of any and all required approvals
(i.e. building permit, etc.), but for reasons outside of Landlord's control,
including events of force majeure, construction is delayed, it is understood
that the anticipated completion date, as set forth in Subsection 8.2, may be
commensurately extended without incident or penalty to Landlord; provided
Tenant shall receive a commensurate extension of Tenant's obligation to pay
Base Rent for the First Floor Leased Premises.
8.5.1 Force Majeure events shall include, but not be limited to, acts of god,
and/or power interruptions which could delay work to Premises,
delays in the municipal process that might prevent permitting or
inspections to the Premises, etc.
8.6 In the event Landlord has not substantially completed the Tenant Build-Out
Improvements on or before October 15,2006, then Tenant, at its sole option
and discretion, may deem Landlord in default of the Lease Agreement; or
may, upon written request by Landlord, consent to an extension for Landlord
to substantially complete the Tenant Build-Out Improvements.
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In no event shall Tenant be required to commence payment of the Base
Rent in Subsection 3.1.2 until Landlord's Substantial Completion of the
Tenant Build-Out Improvements.
8.7 Tenant's costs for the Tenant Build-Out Improvements for both the First and
Second Floor Leased Premises shall not exceed Seventy Thousand
($70,000) Dollars (the "Build-Out Improvement Costs"), as those projected
costs are itemized in "Exhibit 8.7" attached hereto. Tenant shall also be
required to incur the costs of any municipal permitting fees which may be
required in order for Landlord to obtain a building permit (but Tenant shall
use its best efforts to secure a waiver of such fees), as well as, reasonable
costs of any architectural and engineering fees. Landlord shall use its best
efforts to have such fees included in the Build-Out Improvement Costs.
8.7.1 Prooress Payments:
In connection with the Tenant Build-Out Improvements and all matters
relating to the payment for such work, it is understood and agreed that
Landlord shall incur the initial periodic costs of such and provide to
Tenant a schedule of all work completed on a periodic basis (the
"Construction Draw Schedule"). The Landlord shall conduct work on
the Premises in accordance with the approved plans and Tenant's
requests for the Second Floor Leased Premises. Upon completion of
various phases of the work, and upon receipt by Tenant of the
periodic Construction Draw Schedule, Tenant agrees that within thirty
(30) days of such receipt, it shall reimburse Landlord the amount
referenced on each periodic Construction Draw Schedule (the
"Progress Payment"). The final payment shall be billed as of the date
Landlord obtains the CO which shall be reimbursed within thirty (30)
days of such receipt.
8.7.2 Penalties for Tenant's Failure to Fund:
Reimbursements of the amounts required under the periodic
Construction Draw Schedules not paid timely by Tenant shall be
deemed an event of default under this Lease. In addition, Tenant
agrees that if for reasons within its control it does not timely pay the
Progress Payment amounts, Tenant shall be obligated to commence
the payment of Base Rent as of October 1, 2006, regardless of
whether Substantial Completion has been reached. Furthermore, if
payments are not made within thirty (30) days following Tenant's
receipt of the periodic Construction Draw Schedules, Landlord
reserves the right to indefinitely suspend the scope of work required to
complete the First Floor Leased Premises.
8.7.3 Contractor Bids:
Prior to Landlord commencing any Tenant Build-Out Improvements,
Landlord agrees it shall secure no less than two bona fide written bids
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from certified contractors estimating the costs to perform the work.
Any savings in costs below the $70,000 amount shall be passed on to
the Tenant.
8.8 In the event Tenant wishes to additionally improve or alter the Demised
Premises (beyond Landlord's obligation to construct the Tenant Build-Out
Improvements), 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 termination of the Lease, all personal
property and trade fixtures belonging to the Tenant may be removed by the
Tenant from the Demised Premises without damage to the Demised
Premises. Tenant will permit no liens to attach to the Demised Premises
arising from, connected with or related to the construction of the additional
improvements undertaken by Tenant pursuant to this subsection 8.8.
Moreover, such construction shall be accomplished through the use of
licensed, reputable contractors who are acceptable to Landlord, approval of
which will not be unreasonably withheld. Any and all approvals and/or
permits required for the installation of additional improvements shall be the
sole responsibility of Tenant.
8.9 The requirements in Subsection 8.8 for submission of plans and the use of
specific contractors shall not apply to maintenance or repairs which do not
exceed Ten Thousand ($10,000) Dollars, provided that the work is not
structural, and provided that it is permitted by applicable law.
8.10 The Landlord acknowledges and agrees that if, within six (6) month following
the Termination Date and Tenant's vacation of the First Floor Leased
Premises (i.e. Suite 170), Landlord is successful in re-Ietting, or reusing said
Leased Premises, the Landlord shall reimburse the Tenant an amount of
money equal to twenty five (25%) percent of the actual costs incurred by
Tenant in building out said First Floor Leased Premises (but in no event shall
Landlord be obligated to pay more than $17,500). This condition is strictly
predicated upon Landlord's ability to substantially re-Iet and/or reutilize the
First Floor Leased Premises within the time period specified herein.
9. Landlord's Rioht of Entry.
9.1 The Landlord, or its authorized agent or agents, shall not have the right to
enter upon the Demised Premises without the prior consent of Tenant and it
is acknowledged that the Premises shall be secured by an alarm system to
be installed by Tenant at Tenant's sole cost. Notwithstanding the preceding
sentence, Landlord shall have access to the Premises in the event of an
emergency at which time the alarm company or an emergency contact from
the City of Miami Beach will be notified for assistance to gain entry to the
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Premises. Tenant agrees that it shall issue one key to the Leased Premises
to Landlord. Tenant is allowed and shall be permitted to reasonably enjoy the
Leased Premises and conduct its business without interruption or
interference. If required, Landlord shall provide reasonable notice, in writing,
to Tenant and shall enter the Leased Premises only when accompanied by
an authorized representative ofthe Tenant (unless access is required during
an emergency event). 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.
10. Tenant's Insurance.
Landlord acknowledges that Tenant is a Florida municipal corporation and is self-
insured. Upon Landlord's written request, Tenant shall have its Risk Manager
provide Landlord with written confirmation of Tenant's self-insurance.
11. Property Taxes and Assessments.
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 1st of each year.
11.3 The term 'Tenant's Proportionate Share" shall mean the ratio that the square
footage of the Demised Premises bears to the square footage of the leasable
space in the entire Building. Tenant proportionate share shall be deemed to
be twenty three (23%) percent.
12. Assiqnment and Sublettinq.
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 consent
may be withheld at Landlord's sole discretion. If granted however, the making
of any assignment will release Tenant from any of its obligations under this
Lease.
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 ofthe Landlord
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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
a sub-tenant 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 sub-tenants.
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 exteriorofthe Building, the structural electrical and plumbing (other than
bathroom fixtures within the Demised Premises), the common areas and the
HV AC system (however Tenant shall be responsible for periodically changing
the air filters for each air handling unit in the Demised Premises subject to
the Landlord providing to Tenant a maintenance schedule and
documentation of system requirements). 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
the interior and exterior of all windows and doors.
13.2 All damage or injury of any kind to those fixtures and appurtenances in the
Demised Premises that are Tenant's responsibility (as provided in subsection
13.1), except damage caused by the wrongful acts or negligence of the
Landlord, shall be the obligation of Ten ant, and shall be repaired, restored 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.
14. Governmental Reoulations.
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
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governments, and any and all of their departments and bureaus applicable to the
Demised Premises.
15. Liens.
Tenant will not permit any mechanics, laborers, or material man's liens to stand
against the Demised 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 performed
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 Demised
Premises or improvements by reasons of such non-payment. Such security need
not exceed one and one half (1 %) times the amount of such lien or such claim of
lien. Such security shall be posted by Tenant within ten (10) days of written notice
from Landlord, or Tenant may "bond off" the lien according to statutory procedures.
Tenant will immediately pay any judgment rendered with all proper cost and charges
and shall have such lien released or judgment satisfied at Tenant's own expense.
16. Enforcement.
Tenant agrees to pay the Base Rent 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 forty five (45) 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 Demised Premises are rendered
untenantable, 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.
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
13
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 ten (10) days of the due
date (taking into consideration the grace period provided) and if
Tenant shall not cure such failure within ten (10) business days
thereafter;
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 or commence to cure such
failure within fifteen (15) days after the receipt of written notice
from Landlord specifying any such default; or if such default(s) is
of a nature that it cannot be reasonably cured within fifteen (15)
days, provided Tenant has commenced and is continuing diligently
to cure said default(s) beyond the initial fifteen (15) day period;
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 fifteen (15) days from
its issuance, or if such default(s) is of a nature that it cannot be
reasonably cured within fifteen (15) days, provided Tenant has
commenced and is continuing diligently to cure said default(s)
beyond the initial fifteen (15) day period.
19. Rights on Default.
19.1 Riohts 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;
14
19.1.1 Terminate this Lease, in which event Tenant shall immediately
surrender the Demised Premises to Landlord.
19.1.2 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 (5)
days of the due date.
19.1.3 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.
19.1.4 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 by Landlord:
The failure of Landlord to perform 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 necessary to cure such defaults.
However, in the event Landlord fails to perform within the initial thirty (30) day
period provided above, and such failure to perform prevents Tenant from
15
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.
20. Indemnity Aqainst Claims, Costs and Charqes:
Landlord acknowledges that Tenant is precluded from indemnifying against claims,
costs and charges pursuant to Florida Statute 768.28.
21. Indemnification Aqainst Claims.
Intentionally Omitted.
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 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. Damaqe to the Demised Premises.
24.1 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
Tenant, only in part, Landlord shall as soon as possible utilize the insurance
proceeds to cause the damage to be repaired, and the 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 determined by Landlord, Landlord shall promptly obtain a
good faith estimate of the time required to render the Demised Premises
16
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.
24.2 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 ten (10) 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 orthe 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 ten
(10) 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
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
17
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:
PALM COURT AT 23RD STREET, LTD.
420 Lincoln Road, Suite # 448
Miami Beach, FL 33139
Attention: Ron Bloomberg
TENANT:
City Manager
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
With copy to:
Asset Manager
City of Miami Beach
1700 Convention Center Drive
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 Bindino Aoreement.
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 ofthis
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.
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.
18
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. Governinq Law.
This Lease shall be governed by and construed in accordance with the law of the
State of Florida.
33. Limitation of Liability.
Intentionally Omitted.
34. Attorneys Fees.
If it becomes necessary for Tenant or Landlord to enforce their respective rights
under this Agreement or any part hereof through litigation, Tenant and Landlord
agree that the prevailing party shall be entitled to recover from the other party all
costs and expenses of such litigation, including a reasonable attorney's fee and
costs, for all trial and appellate proceedings.
35. Surrender of the Demised Premises.
The Tenant shall, on or before the last day of the term herein demised, or the
sooner termination thereof, peaceably 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 Premises, 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 structural 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 Section. 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 either 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
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, so far as such delay is occasioned by the failure of
the Tenant to surrender the Demised Premises as and when herein required.
Notwithstanding the aforestated, Tenant agrees that upon vacating the Demised
Premises it shall conduct the following schedule of services and maintenance with
respect to preparing the Demises Premises for "turnover" back to Landlord: Painting
of the Demised Premises; carpet cleaning for Demised Premises; replacement of
19
any glass or other fixtures which may have been broken during Tenant's
possession; replacement of any light fixtures which may have been broken
(including bulbs); replacement of any locks which may have been changed, or in the
alternative, Tenant shall provide keys and./or combinations to said locks;
replacement and/or repair of any window treatments, shades and/or blinds which
may become damages as a result of Tenant's use of same; the interior cleaning of
all windows within the Demised Premises, the replacement of any ceiling tiles which
may have broken during Tenant's possession of the Demised Premises and the
replacement of any furniture, fixtures or equipment which Landlord has provided for
Tenant's use of.
35.1 Holdover:
If the Tenant retains possession of the Demised Premises or any part thereof
after the termination of this Lease or any extension thereof, by lapse of time
or otherwise, the Tenant shall pay the Landlord Rent at two (2) times the rate
payable for the month immediately proceeding said holdover. The provisions
of this paragraph do not waive the Landlord's rights of re-entry or any other
right hereunder. Any retention of the Demised Premises after the termination
of this Lease or any extension thereof shall be considered as a month-to-
month holdover unless otherwise agreed to in writing by both parties.
36. Time is of the Essence.
Time is of the essence in every particular and particularly where the obligation to
pay money is involved.
37. 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
shall lie 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.
38. Rules and Regulations:
Tenant agrees to observe and comply with and Tenant agrees that his agents,
servants, employees and all persons visiting in the Demised Premises will observe
and comply with rules and regulations (the "Rules and Regulations") annexed
hereto as "Exhibit 38" and such other and further Rules and Regulations as
Landlord may from time to time deem needful and prescribe for the reputation,
safety, care and cleanliness of the Building and land and the preservation of good
order therein and the comfort, quiet, and convenience of other occupants of the
Building. Tenant agrees it shall be liable for the violation of any of the said Rules
20
and Regulations by Tenant or its employees. Landlord agrees that the Rules and
Regulations will be reasonable and will not interfere with Tenant's quiet enjoyment
of the Demised Premises during the business hours prescribed herein.
Notwithstanding the absence of any published Rule and Regulations, Tenant shall
be deemed solely responsible for the acts of its employees and guests. Any
damage to any portion of the property caused by Tenant shall be the sole
responsibility of the Tenant to correct. Failure to comply with any of the Rules and
Regulations or failure to correct or pay for any damage caused by the Tenant, its
employees or guests shall be deemed an event of default.
39. Subordination.
Tenant agrees that its rights hereunder are subordinate to the lien of any mortgage,
ground lease, or any other method of financing or refinancing now or hereafter
placed against the Land and/or the Premises and/or any/or all of the Building now
built or hereafter to be built on the Land by Landlord and to any and all advances
made or to be made hereunder and to the interest thereon and to all renewals,
replacements, modifications, consolidations and extension thereof. The Tenant
agrees to execute and deliver, at any time and from time to time, upon the request
of the Landlord any instrument which may be necessary or appropriate for
Landlord's mortgagee.
If a Mortgagee of Landlord's shall request reasonable modifications to this Lease,
Tenant shall execute, acknowledge, and deliver to the Mortgagee an agreement, in
form and substance satisfactory to the Mortgagee, evidencing such modifications,
provided that such modifications do not, in Tenant's reasonable discretion, increase
Tenant's obligations under this Lease or materially adversely affect (a) the
leasehold interest created by this Lease, or (b) tenant's use and occupancy or the
Demised Premises.
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
21
IN WITNESS WHEREOF, the parties hereto have caused these presents to be
signed by the r~spective ~ authorized officers and the respective corporate seals to be
affixed this ~ day of 6 t,U T , 2006.
ATTEST:
BY:
Jli1wd' ~ AA ct ~
Robert Parcher, City Clerk
ATTEST:
BY:
'io~) '-;E 0)II-1iY?rc,
(Print Named
CORPORATE SEAL
(Affix Here)
F:\DDH P\$ALL \ASSET\Palm Court\PalmCourt. Lease. FI NAL.doc
CITY OF MIAMI BEACH, FLORIDA
BY:
~p~,
~ Vice-Mayor Jerry Libbin
PALM COURT AT 23RD STREET, LTD.
Palm Court Inc. (general partner)
APPROVED AlTO
FOAM a LANGUAGI
fORlXECUTION
~~'O~
22
Exhibit A
GROUND FLOOR LEASED PREMISES CROSS-HATCHED
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Exhibit B
SECOND FLOOR LEASED PREMISES CROSS-HATCHED
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All flrea..... diml'!n.sions. a.nd condilions are. approx!male and $ub}ccl La cha::\&:~. Actual ar<:as, dimen,:;-jon$ and conlHtions should be ""llri:.~d.
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South Beach, Florida
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CORRiDOR
2nd Floor
24
Exhibit 3.4
SALES TAX EXEMPTION NOTICE
..
Oft"^NTMI:J".;T
Of "EVl"vE
!COnsumer's Certificate of Exemption]
Issued Pursuant to Chapter 212, Florida Statutes
DR.14
R.01/02
23-09-329871-54C
Certlllcate Number
07/15/07
Expiration Date
This certifies that
CITV OF MIAMI BEACH
'700 CONVENTION CENTER DR
MIAMI BEACH FL 33139-1819
is exempt from the payment of Florida sales and use tax on Teal property rented. transient rental pro'perty rented, tangible
personal property purchased or rented, or services purchased.
"-
o(P"Jthllh T
nF RIIII NUl
~ortant InforrnationJor Exempt Organizations I
DR-14
R.Ol/02
1. You must provide all vendors and suppliers with an exemption certificate before making tax-exempt purchases
See Aule 12A-1,039, Florida Administrative Code (FAG).
Your Consumer's Certificate of Exemption is to be used solely by your organization for your organIzation's
customary nonprofit activities.
3. Purchases made by an individual on behalf of the organization are taxable, even if the individual will be
reimbursed by the organization,
4. This exemption applies only te purchases your organization makes. The sale or lease to others by your
organization of tangible persona! property, sleeping accommodations or other real property is taxable. Your
organization must register. and coliect and remit sales and use tax on such taxable transactions. Note: Churches
are exempt frcm this requirement except when they are the lessor of real property (Au Ie 12A-1.070, FAG).
5. It is a criminal offense to fraudulently present this certificate to evade the payment of sales tax. Under no
circumstances should this certificate be used for the personal benefit of any individual. Violators will be liable for
payment of the sales tax plus a penalty of 200"10 of the tax. and may be subject to conviction of a third degree
telony, Any violation will necessitate the revocation of this certificate.
6. If you have questions regarding your exemption certificate, please contact the Exemption Unit of Central
Registration at 850-487-4130. The mailing address is 5050 WestTennessee Street. Tallahassee.
FL 32399-0100.
25
Exhibit 8.1 .1
SECOND FLOOR LEASED PREMISES APPROVED FLOOR PLANS
h~]lfJ .. .
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26
Exhibit 8.1.2
FIRST FLOOR LEASED PREMISES APPROVED FLOOR PLANS
TO BE SUBMITTED BY LANDLORD UPON RECEIPT OF BUILDING PERMIT
27
Exhibit 8.7
PROJECTED BUDGET TO COMPLETE TENANT'S BUILD-OUT IMPROVEMENTS
;-
FIRST FLOOR - 1,200 SQ. FT. _
PROJECTED BUILD OUT COSTS
Space Cost
Soft Costs: Size $PSF Total
Architectual: _.-....
1200 $ 3,00 $ 3,600
MEP Engineering 1200 $ 2.00 $ 2,400
Printing $ 50C
Plans Expediting $ 1,000
Building Permit Fee: $ 1,500
Road Impact Fee $
Concurrency Fee $ 500
\;vASA Fee $
Parking Impact Fee $
City Water Connection Fee $ 2,500
Other $
Sub-Total $12,000
Hard Costs 1200 $ 30.00 $36,000
GC Fee 15% $ 4.50 $ 5.400
Sub- Total --'--
$41,400
Total $53.400
28
1'7
1/ /7
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2ia.
Exhibit 38
RULES AND REGULATIONS
1. Tenant, its officers, agents, servants and employees shall not block or obstruct any
of the entries, passages, doors, elevators, elevator doors, hallways or stairways of Building
or place, empty or throw any rubbish, litter, trash or material of any nature into such areas,
or permit such areas to be used at anytime except for ingress and egress of Tenant, its
officers, agents, servants, employees, patrons, licensees, customers, visitors or invitees.
2. No sign, door plaque, advertisement or notice shall be displayed, painted or affixed
by Tenant, its officers, agents, servants, employees, patrons, licensees, customers, visitors
or invitees in or on any part of the outside or inside of Building, or Leased Premises without
prior written consent of Landlord and then only of such color, size, character, style and
material and in such places as shall be approved and designated by Landlord. Signs on
doors and entrances to Leased premises shall be placed thereon by a contractor
designated by Landlord and paid for by Tenant.
3. Landlord will not be responsible for lost or stolen property, equipment, money or any
article taken from Leased Premises, Building or common facilities regardless of how or
when loss occurs unless as a result of the Landlord's qross neqliqence.
4. Tenant, its officers, agents, servants, and employees shall not install or operate any
refrigerating, heating or air conditioning apparatus or carry on any mechanical operation or
bring into Leased Premises, Building or common facilities any inflammable fluids or
explosives without written permission of Landlord.
5. Tenant, its officers, agents, servants or employees shall not use Leased Premises,
Building or common facilities for housing, lodging or sleeping purposes or for the cooking
or preparation of food without the prior written consent of Landlord.
6. No additional locks shall be placed on any door in Building without the prior written
consent of Landlord. Landlord will furnish two keys to each lock on doors in the Leased
Premises and Landlord, upon request of Tenant, shall provide additional duplicate keys at
Tenant's expense. Landlord may at all times keep a pass key to the Leased Premises. All
keys shall be returned to Landlord promptly upon termination of this Lease.
7. Landlord reserves the right to close Building at 7:00 P.M., subject, however, to
Tenant's right to admittance under regulations prescribed by Landlord, and to require that
persons entering the Building identify themselves and establish their right to enter or to
leave the Building. This rule notwithstanding, Tenant shall be permitted access to its leased
Premises at all time during the year.
8. All plate and other glass now in Leased Premises or Building which is broken
through cause attributable to Tenant, its officers, agents, servants, employees, patrons,
29
licensees, customers, visitors or invitees shall be replaced by and at expense of Tenant
under the direction of Landlord.
9. Tenant shall give Landlord prompt notice of all accidents to or defects in air
conditioning equipment, plumbing electric facilities or any part or appurtenance of Leased
Premises.
10. The plumbing facilities shall not be used for any other purpose than that for which
they are constructed, and no foreign substance of any kind shall be thrown therein, and the
expense of any breakage, stoppage, or damage resulting from a violation of these
provisions shall be borne by Tenant, who shall, or whose officers, employees, agents,
servants, patrons, customers, licensees, visitors or invitees shall have caused it.
11. All contractors and/or technicians performing work for Tenant within the Leased
Premises or Building shall be referred to Landlord for approval before performing such
work. This shall apply to all work including, but not limited to, installation of telephones,
telegraph equipment, electrical devices and attachments, and all installation affecting
floors, walls, windows, doors, ceilings, equipment or any other physical feature of the
Building or Leased Premises. None of this work shall be done by Tenant without Landlord's
prior written approval.
12. Glass panel doors that reflect or admit light into the passageways or into any place
in the Building shall not be covered or obstructed by the Tenant and Tenant shall not
permit, erect and/or place drapes, furniture, fixtures, shelving, display cases or tables,
lights or signs, any advertising devices in front of or in proximity of interior and exterior
windows, glass panels or glass doors providing a view into the interior of the Leased
Premises unless same shall have first been approved in writing by Landlord.
13. No space in the Building shall, without the prior written consent of the Landlord, be
used for manufacturing, public sales, or for the storage of merchandise, or for the sale of
merchandise, goods or property of any kind, or auction.
14. Canvassing, soliciting, and peddling in the Building is prohibited and each Tenant
shall cooperate to prevent the same. In this respect, Tenant shall promptly report such
activities to the building Manager's office.
15. There shall not be used in any space, or in the public halls of the Building, either by
any tenant or by jobbers of others, in the delivery or receipt of merchandise, any hand
trucks, except those equipped with rubber tires and side guards.
16. Neither Tenant nor any officer, agent, employee, servant, patron, customer, visitor,
licensee or invitee of Tenant shall go upon the roof of the Building without the written
consent of the Landlord.
17. The Landlord's janitors or cleaning personnel shall not be hindered by Tenant after
5:30 P.M., and such work may be done at any time when the offices are vacant. The
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windows, doors and fixtures may be cleaned at any time. Tenant shall provide adequate
waste and rubbish receptacles, cabinets, bookcases, map cases, etc., necessary to
prevent unreasonable hardship to Landlord in discharging its obligations regarding cleaning
service. In this regard, Tenant shall also empty all glasses, cups and other containers
holding any type of liquid whatsoever.
18. In the event Tenant must dispose of crates, boxes, etc., which will not fit into office
wastepaper baskets, it will be the responsibility of Tenant to dispose of same. In no event
shall Tenant set such items in the public hallways or other areas ofthe Building, excepting
Tenant's own Premises, for disposal.
19. Tenant will be responsible for any damage to the Leased Premises, including
carpeting and flooring, as a result of: rust or corrosion of file cabinets; roller chairs, metal
objects; or, spills of any type of liquid caused by Tenant or Tenant's agents and quests etc.
20. If the Premises demised to any Tenant become infested with vermin, such Tenant,
at its sole cost and expense, shall cause its premises to be exterminated from time to time,
to the satisfaction of Landlord, and shall employ such exterminators therefore as shall be
approved by Landlord.
21. Tenant shall not install any antenna or aerial wires, or radio or television equipment,
or any other type of equipment, inside or outside of the Building, without Landlord's prior
approval in writing, and upon such terms and conditions as may be specified by Landlord in
each and every instance.
22. Landlord shall have the power to prescribe the weight and position of iron safes and
machinery, and they shall in all cases stand on two-inch thick planks to distribute the
weight, and the expense of repairing any damage done to the Building by installing or
removing a safe or machinery, or by the same while on the premises, shall be borne by
Tenant. Safes and machinery shall not be moved into or out of the Building except by
persons approved of and at times fixed by the Superintendent. No freight, furniture,
packages or bulky matter of any description will be received in the Building, or carried up or
down in the elevators, except during the hours designated by Landlord, Tenant agrees that
all machines or machinery placed in the Premises by Tenant will be erected and placed so
as to prevent any vibration or -annoyance to any other of the tenants in the Building of
which the premises are a part, and it is agreed that upon written request of the Landlord,
Tenant will, within ten (10) days after the mailing of such notice, provide approved settings
for the absorbing, preventing, or decreasing of noise from any or all machines or machinery
placed in the premises.
23. Intentionally omitted.
24. In case Landlord shall, in the exercise of any right herein granted, store any
personal property, belonging to Tenant, Landlord shall have the further right to dispose of
such property by sale or otherwise upon two weeks' notice in writing for that purpose. If
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Landlord shall sell any such property, Landlord shall be entitled to retain from the proceeds
thereof the expenses of the sale and cost of storage.
25. Landlord shall have the right to prohibit any advertising by Tenant which in
Landlord's opinion is intentionally harmful or disparaqinq to the Landlord. the Buildinq, its
reputation or its desirability as an office Building. Tenant shall discontinue such advertising
immediately upon written notification by Landlord.
26. Landlord reserves the right to modify the foregoing rules and regulations, or any of
the them, and to make such other and further rules and regulations as in its absolute
judgment may from time to time be needful for the reputation, safety, care and cleanliness
of the Building, and for the preservation of good order therein, and any such other and
further rules and regulations shall be binding upon the parties hereto with the same force
and effect as if they had been inserted at the time of the execution hereof.
These Rules and regulations have been received, reviewed and agreed to by the Tenant:
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