HomeMy WebLinkAboutR-03-0207J-03-151
2/19/03
RESOLUTION NO. 03— 207
A RESOLUTION OF THE MIAMI CITY COMMISSION,
WITH ATTACHMENT(S), AUTHORIZING THE CITY
MANAGER TO EXECUTE A SUBLEASE AGREEMENT, IN
SUBSTANTIALLY THE ATTACHED FORM, WITH THE
MIAMI SPORTS AND EXHIBITION AUTHORITY TO
SUBLEASE APPROXIMATELY 1,638.7 SQUARE FEET OF
SPACE IN THE AVIATION AND VISITORS CENTER ON
WATSON ISLAND FOR USE AS A PRESS AND VIP
CONFERENCE CENTER, FOR AN INITIAL TERM OF
THIRTY YEARS, WITH THE OPTION TO RENEW FOR
TWO SUCCESSIVE TEN-YEAR PERIODS, WITH AN
INITIAL AGGREGATE RENT AMOUNT OF $22.08 PER
SQUARE FOOT OF WHICH FIFTY PERCENT SHALL BE
PAID BY THE GREATER MIAMI CONVENTION AND
VISITOR'S BUREAU; FURTHER AUTHORIZING THE
CITY MANAGER TO EXECUTE ALL NECESSARY
DOCUMENTS, IN A FORM ACCEPTABLE TO THE CITY
ATTORNEY, TO IMPLEMENT THE TERMS OF THE
SUBLEASE AGREEMENT.
WHEREAS, the Miami Sports and Exhibition Authority ("MSEA")
and the Greater Miami Convention and Visitors Bureau ("Bureau")
have agreed to develop and operate an air transportation facility
in Watson Island ("Project"); and
WHEREAS, on August 22, 2002, the City Commission adopted
Motion 02-913 approving the plans for the design of the
international press center to be located within the Aviation and
as
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"CITY COMMISSION
MEETING OF
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Resolution No.
03- 207
Visitors Center, subject to the Bureau paying fifty percent of
the costs;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY
OF MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the
Preamble to this Resolution are adopted by reference and
incorporated as if fully set forth in this Section.
Section 2. The City Manager is authorizedll to execute a
Sublease Agreement, in substantially the attached form, with the
Miami Sports and Exhibition Authority ("MSEA") to sublease
approximately 1,638.7 square feet of space within the Aviation
and Visitors Center on Watson Island for use as a Press Center
and a VIP Conference Center, for an initial term of thirty years,
with the option to renew for two successive ten-year periods,
with an initial aggregate rent amount of $22.08 per square foot,
of which fifty percent shall be paid by the Greater Miami
Convention and Visitor's Bureau.
1' The herein authorization is further subject to compliance with all
requirements that may be imposed by the City Attorney, including
but not limited to those prescribed by applicable City Charter and
Code provisions.
Page 2 of 3
Section 3. The City Manager is further authorizedll to
execute all necessary documents, in a form acceptable to the City
Attorney, to implement the terms of the Sublease Agreement.
Section 4. This Resolution shall become effective
immediately upon its adoption and signature of the Mayor.2/
PASSED AND ADOPTED this 27th day of
ATTEST:
P ISCILLA A. THOMPSON
CITY CLERK
...;• 9
ATTORNEY
6943:tr:AS:BSS
AND CORRECTNESS 4/'
2003.
ai If the Mayor does not sign this Resolution, it shall become
effective at the end of ten calendar days from the date it was
passed and adopted. If the Mayor vetoes this Resolution, it shall
become effective immediately upon override of the veto by the City
Commission.
Page 3 of 3 03— 207
SUBLEASE AGREEMENT L)RAFT
THIS SUBLEASE AGREEMENT (this "Agreement" or this "Sublease") is made and
entered into this day of , 2003 ("Execution Date"), by and between
MIAMI SPORTS AND EXHIBITION AUTHORITY, an independent and autonomous
agency and instrumentality of the City of Miami, Florida ("Landlord"), and the CITY OF
MIAMI, a municipal corporation of the State of Florida ("Tenant").
1. BASIC SUBLEASE PROVISIONS AND DEFINITIONS.
1.1 Property Address: MacArthur Causeway, Miami, Florida 33132.
1.2 Tenant's Address (for notices): Attn: City Manager, 3500 Pan American Drive,
Miami, Florida 33133.
1.3 Landlord's Address (for notices): Attn: Executive Director, 701 Arena Boulevard,
Miami, Florida 33136.
1.4 Prime Landlord's Address (for notices): Attn: City Manager, 3500 Pan American
Drive, Miami, Florida 33133.
1.5 Address for Payment of Rent: Attn: Executive Director, 701 Arena Boulevard,
Miami, Florida 33136, or such other address as may be designated by notice in writing from
Landlord to Tenant.
1.6 "Air Transportation Facility" has the meaning ascribed to it in the Interlocal
Agreement.
1.7 "Airside Area" has the meaning ascribed to it in the Interlocal Agreement.
1.8 "Building the approximately 45,000 square foot structure to be constructed on
the Property which will house, among other things, the Press Center, the VIP Conference Center,
an aviation museum, terminal facilities, administrative offices for Bureau, food service areas and
the Federal Inspection Services areas.
1.9 "Bureau": the Greater Miami Convention and Visitors Bureau, a Florida not-for-
profit corporation.
1.10 "Bureau Sublease": the Amended and Restated Sublease and Operating
Agreement, dated as of 2003, between Landlord and Bureau, as amended
from time to time.
1.11 "Commencement Date": the date on which a temporary certificate of occupancy
("TCO"), or certificate of occupancy if no TCO is required, is issued for the Premises.
1.12 "Common Areas": the total of all areas which now or at any time hereafter, based
on Landlord's sole but reasonable discretion, are within or part of the Air Transportation Facility
and made available for the general nonexclusive use, convenience or benefit of Landlord, Tenant
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and all other Subtenants of the Air Transportation Facility and their respective employees and
invitees, including, without limitation, all lobbies, entrances, stairs, elevators, escalators,
hallways, passageways and other interior public portions of the Air Transportation Facility which
are not specifically occupied by Tenant or by any other Subtenant of the Air Transportation
Facility and all exterior walkways, landscaped areas, driveways, open space areas,
rooftop/observation deck (subject to the terms of Section 2.8 of the Bureau Sublease), landing
and takeoff areas, taxiway areas for aircraft, ramp areas, aircraft parking areas and facilities,
parking lots and parking facilities within the Property. Common Areas shall not include any
areas outside the boundaries of the Property.
1.13 "CPI": the Consumer Price Index, U.S. City Average for All Items for All Urban
Consumers (1982-1984 = 100) published in the Monthly Labor Review of Bureau of Labor
Statistics of the United States Department of Labor.
1.14 "Deed Restrictions": those certain restrictions contained in Deed No. 19447 made
by the Trustees of the Internal Improvement Fund of the State of Florida to Prime Landlord dated
February 24, 1949 and recorded in Deed Book 3130, Page 2157 of the Public Records of Miami -
Dade County, Florida.
1.15 "Design Development Plans": the Design Development Plans and specifications
for the Air Transportation Facility prepared by the firm of Spillis, Candela & Partners, Inc.
and/or those other consultants and design professionals engaged by such firm, dated February 4,
2002, as amended on , 2003, which have been approved by the parties and
are on file with the City of Miami Department of Economic Development.
1.16 "Expense Year": each twelve (12) consecutive month period commencing on the
Commencement Date, provided that Landlord, upon notice to the Tenant, may change the
Expense Year from time to time from and after the third anniversary of the Commencement Date
to any other twelve (12) consecutive month period. For purposes of this Sublease, the parties
agree that if the Commencement Date falls on a day other than the first day of a calendar month,
then (i) the first Expense Year shall include such partial month plus the succeeding twelve (12)
consecutive month period, (ii) each succeeding Expense Year shall be the twelve (12)
consecutive month period immediately following the expiration of the immediately preceding
Expense Year and (iii) the last Expense Year shall be a partial Expense Year ending on the last
day of the Term, as same may be extended. An "Expense Year Anniversary" is the first day of
the second Expense Year and of each Expense Year thereafter.
1.17 "Expiration Date": the earlier of. (i) the date of expiration of the term of the
Interlocal Agreement or (ii) the thirtieth anniversary of the Commencement Date, subject to the
terms of Section 27 below.
1.18 "Federal Inspection Services": the services provided by United States departments
of Customs, Immigration and Naturalization Services, and Agriculture to the Airside Area.
1.19 "JPAs": has the meaning ascribed to it in the Interlocal Agreement.
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1.20 "Lease Year": each twelve (12) consecutive month period beginning on the
Commencement Date or any anniversary of the Commencement Date. A "Lease Year
Anniversary" is the first day of the second Lease Year and of each Lease Year thereafter.
1.21 "Occupancy Agreements": all subleases, licenses, concessions or other
agreements by which Landlord demises, leases, subleases, licenses or sublicenses to or permits
the use or occupancy by another person or entity of any part of the Property, including, without
limitation, this Sublease.
1.22 "Premises": the Press Center and the VIP Conference Center within the Building,
to be occupied exclusively by Tenant, provided that when the VIP Conference Center are not in
use by Tenant, Landlord and _Bureau shall have the right to use the same as more particularly
described in Section 2.10 of the Bureau Sublease. The actual square footage of the Premises
shall be adjusted upon completion of construction, as calculated by the project architect, which
calculation shall be attached to and become part of this Sublease.
1.23 "Press Center": Tenant's international press center consisting of approximately
1,198 square feet located on the first floor of the Building and described in the Design
Development Plans.
1.24 "Prime Landlord": City of Miami, Florida, a Florida municipal corporation.
1.25 "Prime Lease" or "Interlocal Agreement": Amended and Restated Interlocal
Agreement, dated , 2003 between Prime Landlord and Landlord with respect to
the Property, as amended from time to time.
1.26 "Property": the approximately 5.6 acre parcel of real property located within
Watson Island in the City of Miami, Florida, on which the Building will be constructed, which is
legally described on Exhibit A hereto.
1.27 "Rent": collectively, Base Rent, Airport O&M Expense Rent and Additional
Rent.
1.28 "Rentable Square Feet": with respect to the Building, approximately 36,901.8
square feet, which is the estimated total square footage available for lease within the Building
and excludes the total square footage in the Building occupied by the Federal Inspection
Services.
1.29 "Subtenant": all parties using or occupying any portion of the Property under an
Occupancy Agreement.
1.30 "Term": thirty (30) years, beginning on the Commencement Date, subject to
extension as provided in Section 27 below and to termination prior to the Commencement Date
pursuant to the provisions of Section 5.3 hereof.
1.31 "VIP Conference Center": Tenant's VIP conference center consisting of
approximately 478 square feet located on the first floor of the Building and described in the
Design Development Plans.
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2. PRIME LEASE. Landlord is the tenant under the Interlocal Agreement, which is
sometimes referred to herein as the "Prime Lease," with the Prime Landlord. Tenant
acknowledges receipt of a full and complete copy of the Prime Lease and all other agreements
between Prime Landlord and Landlord relating to the leasing, use, and occupancy of the
Property, of which the Premises are a part. Landlord represents and warrants to Tenant that (a)
the Prime Lease is, as of the date hereof, in full force and effect, and (b) no event of default has
occurred under the Prime Lease and, to Landlord's knowledge, no event has occurred and is
continuing which would constitute an event of default but for the requirement of the giving of
notice and/or the expiration of the period of time to cure.
3. SUBLEASE. Landlord, for and in consideration of the rents herein reserved by Tenant
and of the covenants and agreements herein contained on the part of the Tenant to be performed,
hereby subleases to the Tenant, and the Tenant accepts from the Landlord, the Premises. Tenant
shall permit, during the Term and without charge, Landlord and/or its designated airport manager
or operator to occupy and use a portion of the Press Center as office space (the "Airport
Manager's Office").
4. TERM. The Term of this Sublease shall commence on the Commencement Date. The
Term shall expire on the Expiration Date, unless sooner terminated as provided elsewhere in this
Sublease or unless extended or renewed as provided elsewhere in this Sublease.
5. CONSTRUCTION AND POSSESSION.
5.1 Subject to the provisions of Section 5.3 below, Prime Landlord will construct or
cause to be constructed the Building, including the Premises (the "Work"), substantially in
accordance with the Design Development Plans, which Design Development Plans have been
approved by Tenant. The Premises are to be delivered by Landlord to Tenant and Tenant shall
accept such delivery upon Completion of the Work and issuance of a temporary certificate of
occupancy by the City of Miami. "Completion of the Work" shall mean that the Work is fully
completed except for so-called "punch list" items agreed to by Landlord and Tenant, none of
which shall interfere with Tenant's use and occupancy of the Premises. Landlord shall notify
Tenant as soon as Completion of the Work is achieved and the temporary certificate of
occupancy has been issued. Tenant shall, at its sole cost, provide and install any and all tenant
improvements, and furniture, fixtures and equipment required for the construction and operation
of the Press Center and the VIP Conference Center.
5.2 The Commencement Date and the Expiration Date of the Term shall be evidenced
by a Memorandum of Sublease executed by both parties upon determination of such dates, which
Memorandum of Sublease may be recorded among the Public Records of Miami -Dade County,
Florida by either party.
5.3 If construction of the Building has not commenced by January 1, 2007, or
Landlord delivers written notice to Tenant prior to such date that the Building will not be built,
then this Sublease shall be deemed terminated upon the earlier of such date or the date of the
notice, and the rights and obligations of the parties shall cease as of such date.
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6. TENANT'S USE. Tenant shall use and operate the Premises as a Press Center, VIP
Conference Center and Airport Manager's Office, and for all related and ancillary uses in
connection therewith, subject to the terms of the Interlocal Agreement. The Premises shall not
be used for any other purpose without the prior written consent of Landlord, which consent shall
not be unreasonably withheld. Tenant shall not commit any waste with respect to the Air
Transportation Facility or any other improvement, building or appurtenance at any time located
on the Property.
7. RENT.
7.1 Beginning on the Commencement Date, all Rent due hereunder shall be paid to
Landlord or to such other payee at the Address for Payment of Rent or at such other address as
may be designated by notice in writing from Landlord to Tenant, without prior demand therefor
and without any deduction whatsoever; provided, however, that, as provided in Section 7.3 of the
Interlocal Agreement, Landlord may deduct from the PILOT due to the Prime Landlord pursuant
to Section 7.2 of the Interlocal Agreement an amount equal to the monthly Rent payable by
Tenant to Landlord pursuant to this Sublease as and when such Rent shall become due and
payable. Rent shall be paid in equal monthly installments in advance on the first day of each
month, together with applicable sales or use tax, if any. Rent shall be pro -rated for partial
months at the beginning and end of the Term. Tenant's covenant to pay Rent shall be
independent of every other covenant in this Sublease. Any payment required to be made by
Bureau for any rental, fee or charge as required to be paid under the provisions of this Sublease,
which is not received by Landlord within ten (10) days after same shall become due, shall be
subject to interest at the Prime Interest Rate, or such other rate as specified as the general interest
rate on obligations in Florida by Chapter 687, Florida Statutes, whichever is higher, from the
date such payment is due until such time as the payment is actually received by Landlord. For
purposes hereof, "Prime Interest Rate" means that rate of interest charged by Wachovia Bank,
National Association (or if this bank is not in existence or making loans at the Prime Interest
Rate, then the Prime Interest Rate shall be that rate so charged by the bank located in Miami -
Dade County having the largest net worth at the applicable time) from time to time on ninety
(90) day commercial loans to its most creditworthy corporate borrowers.
7.2 Rent shall accrue and be payable from the Commencement Date and throughout
the Term as provided in this Section 7.2 and shall be comprised of the following four
components, as determined and adjusted in accordance with this Section 7.2: (i) building
operations and maintenance expenses ("Building O&M Expenses"), which are initially estimated
to be $4.80 per square foot per annum ($177,207 based on a total of 36,901.80 Rentable Square
Feet), (ii) direct airport operations and maintenance expenses ("Direct Airport O&M Expenses"),
which are initially estimated to be $8.54 per square foot per annum ($314,975 based on a total of
36,901.80 Rentable Square Feet), (Building O&M Expenses and Direct Airport O&M Expenses
being collectively referred to herein as "All Direct O&M Expenses"), (iii) indirect airport
operations and maintenance expenses ("Indirect Airport O&M Expenses" and, together with All
Direct O&M Expenses "Airport O&M Expense Rent") which, provided that the Air
Transportation Facility is exempt from ad valorem real estate taxes, but subject to the payment
of other Impositions pursuant to Section 8, are fixed from the Commencement Date through the
end of the first full 12 -month Expense Year at $2.98 per square foot per annum ($109,944 based
on a total of 36,901.80 Rentable Square Feet.) and (iv) base rent ("Base Rent") equal to $5.76 per
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square foot of the Premises per annum. The Base Rent shall be fixed for the entire Term of this
Sublease. Notwithstanding anything herein to the contrary, Bureau shall pay fifty percent (50%)
of the monthly Rent due for the Press Center and the VIP Conference Center, as provided in
Section 6.1(b) of the Bureau Sublease; provided, however, that in the event that use of the Press
Center is changed from an international press center to any other use, Bureau's obligation to pay
50% of the monthly Rent hereunder shall automatically cease from the date of such change in
use for the remainder of the Term and, in such event, the VIP Conference Center shall be and
become part of the Visitors Center (as defined in the Bureau Sublease) and the subleased
premises under the Bureau Sublease, subject to the exclusive use of Bureau.
The budgets on which the initial estimated Building O&M Expenses, Direct Airport
O&M Expenses and Indirect Airport O&M Expenses are based are attached to this Sublease as
Exhibit B for information; for the avoidance of doubt, computation of the net square footage in
the Building for the purpose of determining Rent excludes the areas to be used by the Federal
Inspection Services.
7.2.1. Adjustments to Rent
(i) All Direct O&M Expenses shall be adjusted each Expense
Year, as set forth below, based on the actual cost to Landlord, its
representative or designee, of operation, maintenance, management and
repair of the Building and the Air Transportation Facility, as the case may
be.
"Building O&M Expenses" shall be any and all costs and expenses
paid or incurred by Landlord, its representative or designee in connection
with the operation, maintenance, management and repair of the Building
and the Common Areas of the Building. By way of illustration but not
limitation, Building O&M Expenses shall include costs and expenses for
electricity, water, air conditioning, pest control, trash removal,
maintenance, repairs and supplies (except as specifically excluded in
Section 10 herein), elevator maintenance and janitorial services for the
Federal Inspection Services areas.
"Direct Airport O&M Expenses" shall mean any and all costs and
expenses paid or incurred by Landlord, its representative or designee in
connection with the operation, maintenance, management and repair of the
Air Transportation Facility. By way of illustration but not limitation,
Direct Airport O&M Expenses shall include the following: insurance
premiums paid by Landlord for the insurance policies required to be
maintained by Landlord under the Interlocal Agreement and (to the extent
paid or required to be paid by Landlord) deductibles; water, sewer and all
other utility charges (other than with respect to utilities separately metered
and paid directly by Tenant or other Subtenants); janitorial and all other
cleaning services (except to the extent such janitorial and cleaning services
are provided by a Subtenant); Impositions (as defined in Section 8);
refurbishing and repainting; air conditioning, heating and elevator service;
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pest control; resurfacing; lighting systems, fire detection and security
services; landscape maintenance (except to the extent such maintenance is
provided by a Subtenant); airport management (fees and/or personnel
costs) and maintenance staff; road, sidewalk, apron, helipad(s), ramps)
and driveway maintenance; annual reserves for capital replacement based
on the estimated cost and remaining useful life of such capital items, as
reasonably determined by Landlord's competent third -party consultant; the
amortized costs over the expected useful life (as reasonably determined by
Landlord's competent third -party consultant) to repair, maintain, replace
- and install capital improvements as Landlord may in the future install to
comply with governmental regulations and rules or undertaken in good
faith with a reasonable expectation of reducing operating costs; fees for
required licenses and permits; fees, charges and other costs in connection
with the management, administration and operation of the Air
Transportation Facility; costs of legal services (except those incurred
directly relating to a particular occupant of the Air Transportation
Facility), accounting services, labor, supplies, materials and tools. Direct
Airport O&M Expenses shall not include: Landlord's income tax or
general corporate overhead; capital improvements or replacement of any
equipment or component which would be considered a capital expense,
except as specifically provided above; depreciation on the building(s) or
equipment therein; loan payments; real estate broker's commissions;
training costs; tenant improvements; exterior grounds maintenance to the
extent provided by a Subtenant, or management fees or administrative -
costs (other than management and maintenance personnel costs provided
above).
Provided that the Air Transportation Facility is exempt from ad
valorem real estate taxes, Indirect Airport O&M Expenses shall be
increased annually as provided in Section 8 below and Tenant shall pay its
pro rata share of such increase. Landlord shall notify Tenant of
adjustments to Indirect Airport O&M Expenses not later than thirty (30)
days prior to the commencement of each Expense Year.
_ (ii) Tenant's Percentage Share. Tenant's pro rata share of All
Direct O&M Expenses and Indirect Airport O&M Expenses shall be equal
to a percentage, which shall be determined by a fraction, the numerator of
which is the square footage of the Premises and the denominator of whic
is the total -Reif ' e square Feet of the Building ("`i'eriarit's Percehfa e
Share"). Tenant's exact percentage share shall be determined by the
project architect after completion of construction of the Building. All
Direct O&M Expense and Indirect Airport O&M Expense calculations for
any partial Expense Year shall be equitably prorated based upon a 365 -day
year.
(iii) Statement of Estimated Airport O&M Expenses. Within
thirty (30) days prior to the commencement of each Expense Year,
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Landlord shall give, or shall cause to be given, to Tenant an estimated
- yearly expense statement (the "Airport O&M Expense Estimate") which
shall set forth Landlord's reasonable estimate of the total of All Direct
O&M Expenses and Indirect Airport O&M Expenses for such Expense
Year. The Airport O&M Expense Estimate shall be divided into twelve
(12) equal monthly installments. Tenant shall pay to Landlord each such
monthly installment of Airport O&M ExpenseRent Rent with each monthly
payment of Base Rent for the Premises. If at any time during any Expense
Year it shall appear that Landlord has underestimated Tenant's Percentage
Share of the Airport O&M Expense Rent for such Expense Year, Landlord
may re -estimate Tenant's Percentage Share thereof and may bill Tenant for
any deficiency which may have accrued during said Expense Year and
thereafter the monthly installment payable by Tenant shall be adjusted to
reflect the re -estimated amount of Airport O&M Expense Rent due.
(iv) In the event the estimated amount of Airport O&M
Expense Rent has not yet been determined for any Expense Year, Tenant
shall pay the monthly installments in the estimated amount determined for
the preceding Expense Year until the estimate for the current Expense
Year has been provided to Tenant. At such time as the estimate for the
current Expense Year is received, Tenant shall then pay any shortfall for
the preceding months of the Expense Year and shall, thereafter, make the
monthly installment payments in accordance with the current estimate. In
the event the sums of estimated Airport O&M Expense Rent actually paid
for the preceding months of the Expense Year exceeds the estimated
amount of Airport O&M Expense Rent due, the difference shall be applied
as a credit to future Airport O&M Expense Rent payments due to
Landlord. Any delay by Landlord in delivering the Airport O&M Expense
Estimate shall not be deemed a waiver of the right of Landlord to collect
the Airport O&M Expense Rent.
(v) Statement of Actual Airport O&M Expenses. As soon as
reasonably possible following the end of each Expense Year, Landlord
shall determine and provide to Tenant a statement ("Airport O&M
Expense Statement") setting forth the amount of All Direct O&M
Expenses and Indirect Airport O&M Expenses actually incurred and the
amount of Airport O&M Expense Rent actually payable by Tenant with
respect to such Expense Year, in the event the amount of such Airport;
se mInstamts actua&FxpenRfenhy
paid by Tenant for such Expense Year, Tenant shall pay such difference to
Landlord, within thirty (30) days following receipt of the Airport O&M
Expense Statement. In the event the sum of such installments exceeds the
amount of Airport O&M Expense Rent actually due and owing, the
difference shall be applied as a credit to future Airport O&M Expense
Rent payable by Tenant. If the Term has expired and Tenant has vacated
the Premises, when the final determination of Airport O&M Expense Rent
is made and if amou is are owed to Landlord, Tencint shall, within thirty
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(30) days after receipt of notice from Landlord, pay such excess to
Landlord, and if Tenant has overpaid, Landlord will, within thirty (30)
days after such determination, refund such excess to Tenant provided that
no default by Tenant under this Sublease remains uncured and is not
otherwise waived by Landlord in writing. The provisions of this
paragraph shall survive the expiration or earlier termination of the Term.
(vi) Audit Rights. In the event the Tenant disputes Landlord's
determinations set forth in any Airport O&M Expense Statement and
delivers written notice of such dispute within sixty (60) days after receipt
of the Airport O&M Expense Statement, Tenant shall have the right, at its
sole cost and expense, to conduct an audit by a certified public accountant
acceptable to Landlord of Landlord's records relating to the Airport O&M
Expense Statement disputed. Such audit shall be conducted at a time and
place acceptable to Landlord and shall be limited in scope to the Expense
Year referenced in the Airport O&M Expense Statement disputed. All
records shall remain in the possession of Landlord. Tenant may purchase
copies of said records at such cost as is reasonable to cover the cost of said
reproduction. In the event such audit has been performed by a certified
public accountant acceptable to the Landlord and shows a discrepancy in
the amounts charged to Tenant under the Airport O&M Expense
Statement, Tenant shall, in the event of overpayment, receive a credit
against the next installment(s) of Airport O&M Expense Rent payable by
Tenant to Landlord, or in the event of underpayment, Tenant shall pay the
difference to Landlord within thirty (30) days following receipt of the
audit report.
7.2.2. Additional Rent. All additional sums, charges, or amounts of whatever
nature to be paid by Tenant to Landlord in accordance with the provisions of this Sublease,
however denoted, are called "Additional Rent". Unless this Sublease provides otherwise, all
Additional R--nt shall be paid with the next installment of the Base Rent.
7.2.3. Security Deposits. Tenant shall not be required to make or post a security
deposit hereunder.
7.2.4. Utilities. Notwithstanding anything herein to the contrary, Tenant shall
pay, as a component of Rent, for water, sewer, electricity and all other utilities provided to the
Premises to the extent they are separately metered. To the extent that Tenant pays for separately
# : es All Direct Q&M _penses shall . exclude such- charges Ani= _
...._y._
charges shall be paid with the next installment of Rent.
8. TAXES AND ASSESSMENTS OR PAYMENTS IN LIEU OF TAXES. Tenant shall be
responsible for the following payments or payments in lieu of taxes ('PILOT") during the Term:
Tenant agrees to pay all governmental assessments, including assessments imposed by Prime
Landlord in a uniform manner on all affected properties or taxpayers, franchise fees, excises,
license and permit fees, levies, charges and taxes, including ad valorem real estate taxes on the
Premises and improvements thereon, general and special, ordinary and extraordinary, foreseen
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and unforeseen, or of any kind and nature whatsoever, and which shall or may, during the Term,
be assessed, levied, charged, confirmed, or imposed upon, or become due and payable out of, or
become a lien on the Air Transportation Facility, the Property and/or improvements thereon, or
appurtenances or facilities used in connection therewith, and/or Tenant's leasehold estate
(hereinafter collectively referred to as "Impositions"), before any fine, penalty or interest is
assessed for nonpayment. To the extent such Impositions are applicable to the Air
Transportation Facility or the Building, Landlord shall be the party responsible for remitting
payment to the appropriate authority and Tenant shall pay Tenant's Percentage Share of the
Impositions in the form of Indirect Airport O&M Expense, calculated in the manner provided in
Section 7.23(h). In the event the Air Transportation Facility is exempt from ad valorem real
estate taxes, Tenant shall pay to Landlord, for payment to Prime Landlord, a PILOT in the
amount of $2.98 per square foot per annum (the "Initial Budgeted PILOT Amount") as shown in
the Airport O&M Expense Rent budget for the period from the Commencement Date through the
end of the first full 12 month Expense Year, and Tenant shall pay Tenant's Percentage Share
thereof in lieu of payment of ad valorem taxes. The Indirect Airport O&M component of Rent
shall increase on each Expense Year Anniversary by multiplying the PILOT amount (determined
on a per -square -foot basis) for the immediately preceding Expense Year (which, in the case of
the first Expense Year Anniversary, is the Initial Budgeted PILOT Amount) by (i) a fraction, the
numerator of which is the CPI for the date which is two (2) months prior to the beginning of the
Expense Year for which such adjustment is to be made and the denominator of which is the CPI
for the date which is two (2) months prior to the beginning of the immediately preceding
Expense Year, or (ii) 103%, whichever is less, and Tenant shall be responsible for Tenant's
Percentage Share of such increase. If the Air Transportation Facility is assessed real property
taxes, there will be no PILOT and the Initial Budgeted PILOT Amount will be applied by
Landlord to pay or contribute to the payment of any such tax liability, with Tenant to be
responsible for its Tenant's Percentage Share of such real property taxes in excess of the Initial
Budgeted PILOT Amount. Tenant shall be solely responsible for the payment of any intangible
personal property taxes assessed on its leasehold interest pursuant to Title XIV, Chapter 199 of
the Florida Statutes or any successor thereto.
9. LANDLORD'S OBLIGATIONS. Landlord will maintain or cause to be maintained in
good order and repair all structural portions, the Common Areas, the roof, exterior walls and
floor structure of the Building in which the Premises are located. Landlord shall also maintain
and make, or cause to be maintained and made, all repairs to (i) all utility and cable, fiber optic
or other communications conduits and lines and equipment outside the Premises, (ii) any central
heating, ventilation and air conditioning equipment serving the Premises, (iii) all water and
sewer service lines outside the Premises, (iv) all exterior lighting, sidewalks, curbs, roadways,
ar_kmg..areas._ and (except as otherwise provided herein) landscaping, and (v)_ an -y;- — -----
�; tined by the =gross negligeriee,=of t-endlord, its -employees; agents;==invitees 'or o S.
All repairs to be made by Landlord shall be made with dispatch and in such a manner and at such
time as to cause the least possible inconvenience to Tenant in the conduct of its business.
Notwithstanding anything in this Sublease to the contrary, Landlord shall be required to
maintain, manage or repair any portion of the Air Transportation Facility only to the extent
Airport Revenues (as defined in the Interlocal Agreement) are available therefor, unless such
Airport Revenues are not so available as a result of Landlord's gross negligence and willful
t misconduct.
a
(MI858337;8)
10 0= 207
10. TENANT'S OBLIGATIONS. Tenant will maintain the interior non-structural portions
of the Premises in good condition and repair, subject to ordinary wear and tear and damage by
fire or other casualty, and will make all necessary non-structural repairs within the Premises.
Tenant shall maintain, repair and replace all equipment, fixtures and articles of personalty now or
subsequently located within the Premises. Tenant shall be responsible for the maintenance,
repair or replacement of any item that becomes necessary in whole or in part due to: (i) the
misuse, act, neglect, fault or omission of Tenant, its officers, employees, agents, contractors,
customers, licensees, or invitees in or about the Premises; (ii) any damage occasioned by the
failure of Tenant to perform or comply with any terms, conditions, or covenants of this Sublease;
(iii) any structural alterations or improvements required by Tenant's use and occupancy of the
Premises, in which case the Tenant shall pay to Landlord the entire cost of such maintenance,
repair or alteration. Notwithstanding anything herein to the contrary, the parties acknowledge
that Bureau shall be responsible for cleaning and providing janitorial services to the Premises,
including cleaning, sanitizing, stocking with supplies and providing minor plumbing repairs to
the bathrooms within all such areas.
11. EASEMENT FOR DEVELOPMENT OF OTHER AREAS OF WATSON ISLAND.
Tenant acknowledges that Prime Landlord has reserved the right under the Interlocal Agreement
to erect, use, maintain and repair water, sanitary sewer and storm water utilities, mechanical and
electrical conduits, pipes, and cables in, to, under and through the Property to the extent that
Prime Landlord may now or hereafter deem to be necessary or appropriate for the development
of other areas of Watson Island, provided that there is no material interference with the Air
"Transportation Facility or the use and enjoyment of the Property by Landlord or Tenant, and the
t other conditions of Section 5.3 of the Interlocal Agreement are met. Tenant further
acknowledges that Prime Landlord has reserved the right under the Interlocal Agreement to
convey, from time to time, such easements as may be necessary for right-of-way, vehicular and
pedestrian traffic across or along any or all parts of the Property for the development of other
portions of Watson Island, provided that (i) such easements are not located on any areas where
any structures or other improvements (other than landscaping, roads or other non -vertical
improvements, which Prime Landlord shall, at its expense, restore, or cause the beneficiary of
such easement to restore, to their condition "I nimediately prior to the grant of such easement, to
the extent reasonably feasible taking into consideration the nature of the easement granted, such
as, by way of example, a roadway over a previously landscaped area) are located; (ii) such
easements do not unreasonably interfere in any manner with the operations of, or use and
enjoyment of the Property by Landlord or Tenant, and (iii) the other conditions of Section 5.3 of
the Interlocal Agreement are met. Tenant also acknowledges that Prime Landlord intends to
undertake (or cause to be undertaken) further development on Watson Island, all of which may
cause some noise and other interference with the Air Transportation Facility,
12. MARKETING ASSOCIATION. Landlord or Prime Landlord may organize an
association (the "Association") for the promotion and marketing of Watson Island, maintenance
and administration of common areas in Watson Island and enforcement of existing and future
rules and regulations affecting Watson Island, including but not limited to landscaping and
directional signage guidelines. Tenant will participate in and contribute financially to the
esitablishment and operation o. the Association, so long as the Association assessments are
reasonable and do not impose an unreasonable financial burden on Tenant. The costs passed
through to Tenant through the AssociaQon shall not include the cost of installation of
(MI858337;8) 03- 207
11
infrastructure (i.e., roadways, utilities and the like) on Watson Island under any circumstances.
l The amount of Tenant's contribution, and that of all other occupants or tenants in Watson Island,
shall be established by Prime Landlord in an equitable, non-discriminatory and reasonable
manner. The parties acknowledge that some of the existing tenants of Watson Island are not
currently obligated to participate in the Association. In no event shall Tenant's contribution
include (i) costs and expenses associated with or relating solely to the tenants of portions of
Watson Island not participating in the Association, or (ii) assessments that would have been
made against such non -participating tenants if they had agreed to participate in the Association.
Prime Landlord shall disclose to Bureau in writing the manner in which it has established
Tenant's contribution and the basis therefor. Tenant shall have the right, for a period not to
exceed 60 calendar days, to review the invoices, paid receipts and other supporting
documentation for the costs and expenses for which it is being assessed by the Association.
Tenant shall also be entitled to obtain full disclosure of the sources of funding and their
anticipated disposition each year prior to the establishment of an assessment or contribution
amount which will affect Tenant.
13. QUIET ENJOYMENT. Landlord represents that is it has full power and authority to
enter into this Sublease, subject to the consent of the Prime Landlord. So long as Tenant is not in
default in the performance of its covenants and agreements in this Sublease, Tenant's quiet and
peaceable enjoyment of the Premises shall not be disturbed or interfered with by Landlord, or by
any person claiming by, through, or under Landlord.
14. INDEhINIFICATION AND INSURANCE.
14.1 Indemnification by Tenant. To the fullest extent permitted by applicable law, and
expressly subject to the provisions of Section 786.28, Florida Statutes, Tenant shall indemnify,
protect, defend and hold harmless Landlord and Prime Landlord, their officials, employees and
agents (all of the foregoing, collectively, the "Indemnified Parties") from and against any and all
claims, suits, actions, damages or causes of action of whatever nature arising out of Tenant's
own negligent use and operation of the Premises, and the provision of services hereunder,
whether such claim shall bo made by an employee of Tenant, an employee of Landlord, an
employee of Prime Landlord, or by any third party, and whether it relates to injury to persons
(including death) or damage to property, except to the extent that such Indemnified Party or a
third party unrelated to Tenant was grossly negligent or acted deliberately to cause the injury or
damage alleged in such claim, suit or cause of action ("Indemnified Claims)'). Tenant shall, at
its own cost and expense, pay and satisfy all costs related to any final non -appealable orders,
judgments or decrees which may be entered as to any Indemnified Claim and, to the extent
permitted by applicable law, all costs, attorneys' fees, expenses and liabilities incurred in and
about tie defense of-any�-such=Indemnified Claim and the -investigation thereof to-:th&-exte T
�MTenant, its officers, employees, contractors, or agents (collectively, the "Tenant Parties") (i) are
found to be negligent by a final order or judgment of a court or other adjudicatory body of
competent jurisdiction after exhaustion or waiver of all appeals, or (ii) admit their negligence in
the settlement of any such matter. Tenant shall further indemnify, defend, protect and hold each
Indemnified Party harmless from and against any and all claims arising from any breach or
default in performance of any obligation on Tenant's part to be performed under the terms of this
Sublease, or arising from any act, neglect, fault or omission of Tenant Parties, and against all
costs, attorneys' fees, expenses and liabilit incurred in connection with such claim or any action
{MI858337;8}
12
or proceeding brought thereon. In case any action or proceeding shall be brought against
Landlord or Prime Landlord by reason of any such claim, Tenant upon notice from Landlord or
Prime Landlord shall defend the same at Tenant's expense by counsel acceptable to and
approved in writing by Landlord and Prime Landlord. Landlord and Prime Landlord reserve the
right to defend themselves at Landlord's or Prime Landlord's own expense. In granting this
indemnity, Tenant expressly reserves its sovereign immunity as a Florida municipal corporation.
Tenant shall immediately notify Landlord and Prime Landlord, in writing, of any claim or
action filed, of whatever nature, arising out of the use or operation of the Premises by Tenant
Parties. Tenant shall also immediately notify Landlord and Prime Landlord if Tenant knows or
has reason to believe a claim or action will be filed, of whatever nature, arising out of the use or
operation of the Premises by Tenant Parties.
14.2 Landlord acknowledges that Tenant is a Florida municipal corporation subject to
the provisions and limitations set forth in Section 786.28, Florida Statutes. Tenant agrees at
times during the Term of this Sublease and any extensions to maintain self-insurance for
workers' compensation, automobile liability and general liability as set forth in Section 786.28,
Florida Statutes. Upon request, Tenant agrees to provide to Landlord a letter or certification
confirming Tenant's compliance with this Section.
14.3 Landlord and Prime Landlord shall not be liable for injury or damage which may
be sustained by any person, goods, wares, merchandise or other property of Tenant or Tenant's
employees, invitees, officers, agents, contractors or customers, or by any other person on or
about the Premises caused by or resulting from any peril which may affect the Premises,
including, without limitation, fire, steam, electricity, gas, water or rain, which may leak or flow
from or into any part of the Premises, or from breakage, leakage, obstruction or other defects of
the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the
Premises, whether such damage or injury results from conditions arising upon the Premises, or
upon other portions of the Building, or from other sources. Landlord and Prime Landlord shall
not be liable for any damages arising from any act or neglect of (a) any other Subtenant; or (b)
any officer, employee, agent, representative, customer, visitor or invitee of any such Subtenant.
14.4 Each party hereby waives claims against the other for property damage, provided
such waiver shall not invalidate the waiving party's property insurance; Landlord shall attempt to
obtain from its insurance carrier a waiver of the carrier's right of subrogation.
14.5 Landlord shall maintain at all times (i) commercial general liability insurance
(including airport operator liability coverage) on a comprehensive general liability coverage
a; u>KAts =equivalent,_ including contractual liability, _. products and com te.._operati
�^ personal injury, and premises and operations coverages against all claims, dem ds or actions,
bodily injury, personal injury, death or property damage occurring in, on or about the Property
with such limits as may be reasonably requested by Prime Landlord and (ii) all risk casualty
insurance, including windstorm and flood coverage in amounts sufficient to rebuild and restore
the Building and all other improvements on the Property which are not the responsibility of
Tenant or another tenant to restore or rebuild, to their condition prior to such casualty, except as
elsewhere provided herein, subject to a deductible of not more than $ [subject to
(M1858337;8) 13 03- 207
i - Risk Management's approval]. Tenant shall be named as additional insured on all such
policies of insurance.
15. DAMAGE AND DESTRUCTION.
15.1 If the Premises shall be damaged by fire or other casualty (the "Casualty'), but the
Premises shall not be thereby rendered wholly or partially untenantable, Landlord shall promptly
cause such damage to be repaired, subject to receipt of sufficient insurance proceeds, and there
shall be no abatement of Rent.
15.1.1. Premises Untenantable. If, as the result of Casualty, the Premises shall be
rendered wholly or partially untenantable, then subject to the provisions of Section 15.1.2,
Landlord shall cause such damage to be repaired and, provided such damage is not caused by the
negligence of Tenant, its officers, employees, contractors, agents, customers or invitees, all Rent
(other than any Additional Rent due Landlord by reason of Tenant's failure to perform any of its
obligations hereunder) shall be abated proportionately as to the portion of the Premises rendered
untenantable during the period of such untenantability. All such repairs shall be made at the
expense of the Landlord, to the extent insurance proceeds are available, subject to Tenant's
responsibilities as set forth herein. Landlord shall not be liable for interruption to Tenant's
business or for damage to or replacement or repair of Tenant's personal property (including,
without limitation, inventory, trade fixtures, furniture and other property removable by Tenant
under the provisions of this Sublease) or to any improvements installed in the Premises by
Tenant, for all of which interruption, damage, replacement or repair Tenant shall be solely liable
and which replacement or repair shall be promptly undertaken and completed by Tenant.
15.1.2. Landlord's Option Not to Rebuild. If, as a result of Casualty (i) the
Building is (a) rendered wholly untenantable or (b) damaged as a result of any cause which is not
covered by Landlord's insurance or (c) damaged or destroyed in whole or in part during the last
three (3) years of the Term, or (ii) the Building is damaged to the extent that 50% or more of (a)
the Building gross floor area and/or (b) the Airside Area (as the same existed prior to such
Casualty), is affected.. (iii) insurance proceeds received are insufficient to complete the repairs or
(iv) the Building is damaged as a result of any cause which is not covered by insurance, Landlord
may elect not to rebuild and may terminate this Sublease by giving to Tenant notice of such
election within eighty (80) days after the occurrence of such event, in which case the rights and
obligations of the parties shall cease as of the date of such notice.
15.1.3. Demolition of Building. If, as a result of Casualty, the Building shall be
so substantially damaged that it is reasonably necessary in Landlord's sole judgment to demolish
the purpose of reconstruction. Landlord may
-demolish the Win - g, ui which
_ .__ _. event all Rerii shall be abated to the same extent as if the Premises were reri ied untenantable
by a Casualty.
15.1.4. Insurance Proceeds. Unless Landlord elects not to restore and rebuild the
Building following a Casualty, Landlord shall disburse and apply any insurance proceeds
received by Landlord to the restoration and rebuilding of the Building in accordance with
Section 15.1.1 above. All insurance proceeds payable with respect to the Building (excluding
I M1858337;8 )
14 03— 207
proceeds payable to Tenant pursuant to Section 14) shall belong to and shall be payable to
Landlord.
15.2 To the extent Landlord is an additional insured on any casualty insurance policy
in which Tenant is the insured, Landlord shall promptly pay over to Tenant any insurance
proceeds Landlord receives for Tenant's use, including but not limited to the repair, restoration
or reconstruction of the Premises and all related costs, but only to the extent such proceeds are
not intended to compensate Landlord or Prime Landlord for their interests in any fixtures,
equipment or other property on the Premises.
15.3 In the event of a conflict with or inconsistency between the rights and obligations
of the Landlord hereunder and under the Interlocal Agreement, the provisions of the interlocal
Agreement shall control.
16. ASSIGNMENT OR SUBLETTING.
16.1 Tenant shall not (i) assign this Sublease or any interest under it; (ii) allow any lien
upon Tenant's or Landlord's interest, whether by operation of law or otherwise; (iii) sublet the
Premises or any part thereof; or (iv) except as expressly permitted hereunder, permit the
occupancy of the Premises or any part thereof by anyone other than Tenant, in each case, without
Landlord's prior written consent, which consent shall not be unreasonably withheld or delayed so
long as the proposed use of the Premises by such assignee or subtenant complies with the Deed
Restrictions, the JPAs and applicable laws. No sublease of the Premises or assignment of this
Sublease or any interest thereunder or hereunder shall deprive Landlord of any Rent to which it
is otherwise entitled hereunder. Landlord is not entitled to participate in any revenue, proceeds
or consideration Tenant receives as a result of any assignment or sublease.
17. COMPLIANCE. Tenant shall, at Tenant's own expense, comply with the Deed
Restrictions, the JPAs and all laws and ordinances, and all orders, rules and regulations of all
governmental authorities and of all insurance bodies and their fire prevention engineers at any
time in force, applicable to the Premises or to Tenant's particular use or manner of use thereof.
18. ALTERATIONS. Tenant may make alterations or additions to the Premises
("Alterations"), subject to Landlord's prior written consent thereto, which consent shall not be
unreasonably withheld or delayed, and further subject to Tenant's completion of any Alterations
free of any lien and in accordance with all applicable legal requirements. The parties agree that
it shall be reasonable for Landlord to deny its consent to any Alterations proposed by Tenant if
such Alterations are prohibited by the terms of any Occupancy Agreements of other Subtenants.
a- - Tpn hall indemnify defend and hold_harmless Landlord_' st liabilit loss cos -
_
—hens an� expense �iricluding; bdt no"t lel iited to, � reasonabl attorneys' fees and expenses
imposed on Landlord arising out of the performance of Alterations by Tenant.
19. SURRENDER. Upon the expiration of this Sublease, or upon the termination of this
Sublease or of the Tenant's right to possession of the Premises, Tenant will at once surrender and
deliver up the Premises, together with all improvements thereon which are permanently affixed
to the Premises, to Landlord in good condition and repair, reasonable wear and tear excepted.
Tenant shall surrender to Landlord all keys to the Premises and make known to Landlord the
i
{M1858337;8}
15 02- 207
a
i
t
combinations of all combination locks which Tenant is permitted to leave on the Premises. All
Alterations in or upon the Premises made by Tenant which are not removable without damaging
the Premises shall become a part of and shall remain upon the Premises upon such termination
without compensation, allowance or credit to Tenant.
20. REMOVAL OF TENANT'S PROPERTY. Upon the expiration of this Sublease, Tenant
shall remove Tenant's articles of personal property, equipment, furniture and furnishings which
are removable without causing damage to the Premises ("Tenant's Prop='); if such removal
causes any damage, Tenant shall repair the same and shall restore the Premises to the same
condition as prior to the installation thereof. If Tenant does not remove any of Tenant's Property
from the Premises prior to the expiration or earlier termination of the Term, Landlord may, at its
option, remove the same (and repair any damage occasioned thereby and restore the Premises as
aforesaid) and dispose thereof or deliver the same to any other place of business of Tenant, and
Tenant shall pay the cost of such removal, repair, restoration or delivery to Landlord on demand.
Any property belonging to the Tenant and not removed by the Tenant at the expiration or earlier
termination of this Sublease shall be deemed to be abandoned by the Tenant, and the Landlord
may keep or dispose of such property at the Tenant's sole cost and expense. The Tenant will
reimburse the Landlord for any costs associated with such abandoned property within fifteen
(15) days after receipt of written notice.
21. ENCUMBERING TITLE. Tenant shall not do any act which shall in any way encumber
the title of Prime Landlord in and to the Building or the Property, nor shall the interest or estate
of Prime Landlord or Landlord be in any way subject to any claim by way of lien or
encumbrance, whether by operation of law, by virtue of any express or implied contract by
Tenant, or by reason of any other act or omission of Tenant. Any claim to, or lien upon, the
Premises, the Building or the Property arising from any act or omission of Tenant shall accrue
only against the subleasehold estate of Tenant and shall be subject and subordinate to the
paramount title and rights of Prime Landlord in and to the Building and the Property and the
interest of Landlord in the premises leased pursuant to the Prime Lease. Without limiting the
generality of the foregoing, Tenant shall not permit the Premises, the Building, the Property or
Landlord's leasehold interest under the Prime Lease to become subject to any mechanics',
laborers' or materialmen's lien on account of labor or material furnished to Tenant or claimed to
have been furnished to Tenant in connection with work of any character performed or claimed to
have been performed on the Premises by, or at the direction or sufferance of, Tenant, provided.
_ however, that Tenant shall have the right to contest in good faith and with reasonable diligence,
the validity of any such lien or claimed lien if Tenant shall give to Landlord security to assure
payment thereof and to prevent any sale, foreclosure, or forfeiture of the Premises, the Building
or the Property by reason of nonpayment thereof, provided further however that upon_ final
_ cnn�naiwn=ofthe-lien or claim of lienY Tenant shall i ediately-pay=at--J'JAgment ren e.
with all proper costs and charges, and shall have the lien released and any judgment satisfied.
22. LANDLORD'S RESERVED RIGHTS. Landlord reserves the right, on reasonable prior
notice, to inspect the Premises, accompanied by a representative of Tenant, subject to such
restrictions on access and inspection as may be required by law relating to Tenant's operations
and security considerations and the proximity of the Federal Inspection Services areas.
(MI858337;8 )
16 03�. 207
23. TENANT'S DEFAULTS. The occurrence of any one or more of the following events
shall be considered an "Event of Default":
23.1 Tenant shall be adjudged an involuntary bankrupt, or a decree or order approving,
as properly filed, a petition or answer filed against Tenant seeking reorganization of Tenant
under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State,
shall be entered, and any such decree or judgment or order shall not have been vacated or stayed
or set aside within sixty (60) days from the date of the entry or granting thereof; or .
23.2 Tenant shall file, or admit the jurisdiction of the court and the material allegations
contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to
the Federal bankruptcy laws _as now or hereafter amended, or Tenant shall institute any
proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to
the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or
extension; or
23.3 Tenant shall make any assignment for the benefit of creditors or shall apply for or
consent to the appointment of a receiver or trustee for Tenant or any of the property of Tenant; or
23.4 Tenant shall admit in writing its inability to pay its debts as they become due; or
23.5 The Premises are levied on by any revenue officer or similar officer and such levy
is not released or bonded within 30 days of its filing; or
23.6 A decree or order appointing a receiver or trustee of the property of Tenant shall
be made and such decree or order shall not have been vacated, stayed or set aside within sixty
(60) days from the date of entry or granting thereof; or
23.7 Tenant or Bureau shall default in any payment of Rent required to be made by
Tenant or Bureau hereunder or under the Bureau Sublease, as applicable, within ten (10) days
after payment is due; or
23.8 Tenant shall default in any of the other covenants and agreements of this Sublease
to be kept, observed and performed by Tenant, and such default shall continue for thirty (30)
days after notice thereof in writing to Tenant; unless with respect to any such default which
cannot be cured within thirty (30) days, Tenant, or any person holding by, through or under
Tenant, in good faith, within thirty (30) days after receipt of written notice, (a) shall have
commenced and continued diligently to reasonably prosecute all action necessary to cure the
default and (b). diligently continues thereafter its efforts toWe the default._ The provisions �€
r_
23.8 shall not apply to the Events of Default des ibed in Sections 23J through 23
above.
24. LANDLORD'S REMEDIES. Upon the occurrence of any one or more Events of
Default, Landlord may, in addition to the exercise of all rights available to Landlord by law or in
equity, (i) pay or perform any obligation of Tenant on Tenant's behalf and the cost thereof,
together with interest at the rate of 15% per annum, shall be deemed Additional Rent and shall be
payable to Landlord within ten (10) days of demand or (ii) terminate Tenant's rights under this
Sublease if, within thirty (30) days after giving Tenant written notice of termination, Tenant fails
{MI858337;8}
17 03- 207
to cure the default; provided, however, that such rights and obligations as are expressly intended
to survive the termination of this Sublease shall survive any termination under this Section 24,
and provided, further, that the parties hereto shall remain liable for the performance of their
respective obligations under this Sublease to the extent incurred prior to the date of such
termination.
25. LANDLORD'S DEFAULTS; TENANTS' REMEDIES. If Landlord shall fail to perform
any of the material covenants or conditions of this Sublease on its part to be performed and such
failure shall continue after thirty (30) days written notice by Tenant to Landlord of such failure,
Tenant may exercise__all rights available to Tenant hereunder, at law (including the right to seek
an award of Tenant's actual damages, but not consequential or special damages) or in equity
(including the right to seek and obtain injunctive relief or a writ of mandamus) and, without
limiting the foregoing, Tenant may proceed to remedy or attempt to remedy the default and
deduct the reasonable cost thereof from the Rents next coming due hereunder. If Landlord's
default is not of such nature that Tenant can cure it by Tenant's payment or performance, Tenant
may terminate this Sublease and all of its obligations hereunder by sixty (60) days' prior written
notice to Landlord; provided, however, that such rights and obligations as are expressly intended
to survive the termination of this Sublease shall survive any termination under this Section 25,
and provided, further, that the parties hereto shall remain liable for the performance of their
respective obligations under this Sublease to the extent incurred prior to the date of such
termination.
26. NOTICES AND CONSENTS. All notices, demands, requests, consents or approvals
which may or are required to be given by either party to the other shall be in writing and shall be
- deemed given when received or refused (i) if sent by United States registered or certified mail,
postage prepaid, return receipt requested or if sent by overnight commercial courier service or
(ii) if delivered by hand delivery (a) if to Tenant, addressed to Tenant at the address specified in
Section 1.2 or at such other place as Tenant may from time to time designate by notice in writing
to Landlord, with a copy to be sent simultaneously by the same delivery method to City
Attorney, City of Miami, 444 S.W. 2nd Avenue, 9t' Floor, Miami, Florida, 33130 and to
Department of Economic Development, City of Miami, 444 S.W. 2"d Avenue, 3rd Floor, Miami,
Florida, 33130, Attention: Director or (b) if to Landlord, addressed to Landlord at the address
specified in Section 1.3 or at such other place as Landlord may from time to time designate by
notice in writing to Tenant, with a copy to Prime Landlord and to City Attorney, City of Miami,
444 S.W. 2"d Avenue, 9`h Floor, Miami, Florida, 33130. Each party agrees promptly to deliver a
copy of each notice, demand, request, consent or approval from such party to Prime Landlord
and promptly to deliver to the other party a copy of any notice, demand, request, consent or
a roval received from Prime Landlord Such copies shall- be, delivered by overnight
cmtcourier or by hand delivery.
27. EXTENSION OF SUBLEASE TERM. To the extent permitted by law at the time of
such action, and provided that (i) there are no material defaults by Tenant hereunder which
remain uncured after any required notice and/or the expiration of any applicable cure period, and
(ii) the term of the Prime Lease has been extended accordingly, Tenant shall have the right to
extend the Term for two successive extension terms of ten (10) years each (the "First Extension
Term" and the "Second Extension Term", respectively, and collectively, the "Extension Terms").
Tenant acknowledges that the Prime Lease expires on August 13, 2042, although it may be
i
{MI858337;8} �.. 2 0 %
18
renewed and extended for up to an additional twenty (20) years from such expiration at Prime
Landlord's sole and exclusive option upon Landlord's request. Accordingly, the Extension
Terms may be limited to fewer than ten (10) years unless Prime Landlord and Landlord agree to
extend the term of the Prime Lease. If such extension does occur, the First Extension Term or, if
applicable, the Second Extension Term shall be the lesser of (a) ten (10) years or (b) the sum of
(i) the years remaining in the original term of the Prime Lease after the expiration of the First
Extension Term of this Sublease plus (ii) the number of years for which the Prime Lease is
extended. In order to exercise its option to extend the Term, Tenant shall give written notice to
Landlord, with respect to the First Extension Term, no earlier than nine (9) months nor later than
six (6) months prior to the expiration of the original Term, or, with respect to the Second
Extension Term, no earlier than nine (9) months nor later than six (6) months prior to the
expiration of the First Extension Term. The terms and conditions of this Sublease shall continue
in effect during the Extension Terms. In no event shall the Rent for any year of either Extension
Term be less than the annual sum of All Direct O&M Expenses and Indirect Airport O&M
Expenses.
28. PARKING. Prime Landlord will provide, or cause to cause to be provided, on or
adjacent to the Property, surface parking and, when parking volume requires it, in Prime
Landlord's sole opinion, a parking garage facility, in each case with sufficient capacity to serve
the needs of Tenant. Payment for such spaces used by Tenant in such parking facility shall be on
an "as -used" basis and shall be payable to Prime Landlord or the Parking facility operator.
29. PROVISIONS REGARDING SUBLEASE. This Sublease and all rights of the parties
hereunder are subject and subordinate in all respects to the Prime Lease. Each party agrees that
it will not, by its act or omission to act, cause a default under the Prime Lease. Landlord shall
not agree to an amendment to the Prime Lease which might have an adverse effect on Tenant's
occupancy of the Premises or its use of the Premises for their intended purpose, unless Landlord
shall first obtain Tenant's prior written approval thereof. Landlord hereby grants to Tenant the
right to receive all of the services and benefits with respect to the Premises which are to be
provided by Prime Landlord under the Prime Lease. The parties contemplate that Prime
Landlord shall, in fact, perform its obligations under the Prime Leese and in the event of any
default or failure of performance by Prime Landlord under the Prime Lease that adversely
impacts Tenant's operations, Landlord agrees that it will, upon notice from Tenant, (i) make
demand upon Prime Landlord to perform its obligations under the Prime Lease and (ii) take
appropriate legal action to enforce the Prime Lease.
30. PRIME LANDLORD'S CONSENT; NONDISTURBANCE OF TENANT. This
Sublease and the obligations of the parties hereunder are expressly conditioned upon Landlord's
btsmtng_='p oF-v4mtten-consent-:hereto-=br .. . e -Landlord; and by suclLother- go��ernrn - -�
quasi -governmental entities ("Responsible Agncies") as may be required under the Prime Lease
or by law. Prime Landlord's consent shall be deemed to evidence Prime Landlord's agreement
that Tenant may use the Premises for the purpose set forth in Section 6, pursuant to the terms of
this Sublease. Prime Landlord's consent shall include its agreement that Tenant's rights under
this Sublease and its occupancy of the Premises shall not be disturbed if the Interlocal
Agreement is terminated or if this Sublease is terminated through no action or fault of the
l Tenant, so long as there is no uncured default of Tenant hereunder at such time, and Tenant
agrees to attorn to Prime Landlord and pay Rent hereunder directly to Prime Landlord as its
(M1858337;8) 2 U
19 03,
direct tenant. Upon such attornment, Prime Landlord shall assume all of the rights and
obligations of Landlord under this Sublease, and Landlord shall be released from all further
obligations or liability under this Sublease. If Prime Landlord or any Responsible Agency fails
to consent to this Sublease within ninety (90) days after the execution and delivery of this
Sublease, either party shall have the right to terminate this Sublease by giving written notice
thereof to the other at any time thereafter, but before all required parties have granted such
consent.
31. HAZARDOUS MATERIALS.
31.1 Handling of Hazardous Materials. Tenant shall, at its sole cost and expense, at all
times and in all respects during the Term comply with all federal, state and local laws, statutes,
ordinances and regulations, rules, rulings, policies, orders and administrative actions and orders
("Hazardous Materials Laws"), including, without limitation, any Hazardous Materials Laws
relating to industrial hygiene, environmental protection or the use, analysis, generation, storage,
disposal or transportation of any fuel, oils, flammable explosives, asbestos, urea formaldehyde,
radioactive materials or waste, infectious waste, or other hazardous, toxic, contaminated or
polluting materials, substances or wastes, including, without limitation, any "Hazardous
Substances", "Hazardous Wastes", "Hazardous Materials" or "Toxic Substances", under any such
laws, ordinances or regulations (collectively "Hazardous Materials"). Tenant shall, at its sole
cost and expense, procure, maintain in effect and comply with all conditions of any and all
permits, licenses, consents and other governmental and regulatory authorizations and approvals
relating to the presence of Hazardous Materials within, on, under or about the Premises required
for Tenant's use or placement of any Hazardous Materials on or about the Premises in
conformity with all applicable Hazardous Materials Laws and prudent industry practices
regarding management of such Hazardous Materials. Landlord recognizes and agrees that
Tenant may use materials in normal quantities that are applicable to the use of the Premises for
the purposes stated herein and that such use by Tenant shall not be deemed a violation of this
Section, so long as the levels are not in violation of any Hazardous Materials Laws.
Tenant shall, at its sole cost and expense, be responsible for performing any removal,
remediation, cleanup or restoration required as a result of a release by Tenant or its employees,
officers, agents, contractors or customers of Hazardous Materials on or about the Premises,
caused by the use or placement of Hazardous Materials in or about the Premises by Tenant or its
employees, officers, agents, contractors or customers or at any such person's direction or by any
such person's failure to comply with any Hazardous Materials Laws.
Upon termination or expiration of this Sublease, Tenant shall, at its sole cost and
a
'Matenals -xluch arm_ intoi_ . e devices; laced on vt ,about -
Premises by Tenant or its employees, officers, agents, contactors or customers, or at any such
person's directions to be removed from the Premises and transported for use, storage or disposal
in accordance and compliance with all applicable Hazardous Materials Laws. Landlord
acknowledges that it is not the intent of this Section 31 to prohibit Tenant from operating the
Premises for the use described in Section 6. Tenant may operate according to the custom of the
industry so long as the use or presence of Hazardous Materials is strictly and properly monitored
i according to all applicable governmental requirements and Tenant is not in violation of any
Hazardous Materials Laws.
(M1858337;8)
20 08— 2 01
31.2 Indemnification. To the fullest extent permitted by applicable laws, and expressly
subject to the provisions of Section 786.28, Florida Statutes, as amended from time to time,
Tenant shall indemnify, protect, defend and hold Prime Landlord and Landlord free and harmless
from and against any and all claims, liabilities, penalties, forfeitures, losses and expenses
(including, to the extent permitted by law, reasonable attorneys' and paralegal fees and
expenses), including for death of or injury to any person or damage to any property whatsoever,
arising from or caused by or in connection with (i) the presence on or about the Premises of any
Hazardous Materials used or placed by Tenant or its employees, officers, agents, contractors or
customers, or at any such person's direction, on or about the Premises, (ii) Tenant's own
negligent failure to comply with any Hazardous Materials Laws and (iii) any' removal,
remediation, cleanup or restoration of Hazardous Materials placed or deposited on or about the
Premises by Tenant, or at Tenant's direction, as may be required hereunder to comply with
applicable law. In granting this indemnity, Tenant expressly reserves its sovereign immunity as
a Florida municipal corporation.
31.3 Disclosure, Warnings and Notice Obligations. Tenant shall comply with all
applicable laws, ordinances and regulations in the State of Florida regarding the disclosure of the
presence or danger of Hazardous Materials. Tenant acknowledges and agrees that all reporting
and warning obligations required under the Hazardous Materials Laws are the sole responsibility
of Tenant, whether or not such Hazardous Materials Laws permit or require Landlord to provide
such reporting or warning, and Tenant shall be solely responsible for its own compliance with
Hazardous Materials Laws regarding the disclosure of the presence or danger of Hazardous
Materials on or about the Premises. Tenant shall immediately notify Landlord, in writing, of any
complaints, notices, warnings, reports or asserted violations of which Tenant becomes aware
relating to Hazardous Materials on or about the Premises. Tenant shall also immediately notify
Landlord if Tenant knows or has reason to know a complaint, notice, warning, report or asserted
violation will be made or issued relating to Hazardous Substances on or about the Premises.
31.4 Environmental Test and Audits. Tenant shall not perform or cause to be
performed, any Hazardous Materials surveys, studies, reports or inspections relating to the
Premises witl;:nrt obtaining Landlord's advance written consent, which consent will not be
unreasonably denied or delayed. At any time during the Term (including either Extension
Term), Landlord and Prime Landlord shall have the right to enter upon the Premises, with prior
notice to Tenant, subject to any legal restrictions relating to Tenant's airline operations and the
adjacent Government Service Areas, and accompanied by a representative of Tenant, in order to
conduct appropriate tests to establish whether the Premises are in compliance with all applicable
Hazardous Materials Laws. Any such testing shall not interfere with Tenant's airline operations.
;1'17"'3 _. survival sof Tena
Landlord and Tenant under this
Sublease.
i ag tions. The respective` rights and - obligations
31 shall survive the expiration or termination of this
32. LICENSES; COMPLIANCE WITH LAWS.
32.1 Licenses and Permits. Tenant shall, at its sole cost and expense, obtain any and
all licenses, permits and authorizations necessary in connection with Tenant's use and occupancy
of the Premises.
(M1858337;8)
21
207
32.2 Compliance with Laws. Tenant accepts this Sublease and hereby acknowledges
that its compliance with all the Deed Restrictions and applicable laws, ordinances and codes of
federal, state and local governments, as they may apply to this Sublease, is a condition of this
Sublease, and Tenant shall comply therewith as the same presently exist and as they may be
amended hereafter.
33. SIGNAGE.
33.1 Building Signage. Subject to Prime Landlord's and Landlord's prior written
approval, which approval shall not be unreasonably withheld or delayed, and provided all signs
are in keeping with the quality, design and style of the Building, Tenant, at its sole cost and
expense, may install identification signage on the Premises, provided that such signs are not
visible from the exterior of the Building. In addition, subject to Landlord's prior written
approval, which approval shall not be unreasonably withheld or delayed, and provided all signs
are in keeping with the quality, design and style of the Building and the other signs on the
exterior of the Building, Tenant, at its sole cost and expense, may install signage on the exterior
of the Building. Tenant must further obtain approval for the installation of signage from all
governmental authorities having jurisdiction, and must comply with applicable laws and
requirements including those requirements set forth in the City of Miami Code and Zoning
Ordinance. Upon the expiration or earlier termination of this Sublease, for any reason, Tenant
shall, at its sole cost and expense, remove and dispose of all of its signs located anywhere on the
Property and shall repair any damage caused by such removal.
33.2 Watson Island Signage System. The Tenant understands that the Prime Landlord
- desires to provide a neat and consistent look to all directional signs placed on the rights-of-way
adjacent to Watson Island and on Watson Island through an island -wide signage system.
Accordingly, the Prime Landlord will, at the Prime Landlord's expense, develop a
pathfinder/directional-type signage system, directing visitors to the various sites on Watson
Island, by a graphic design firm selected by the Prime Landlord. The cost of fabrication and
installation of the Prime Landlord's pathfinder/directional-type signage system for Watson Island
shall be shared by all of the parties benefiting from the signage based on the number of users
thereof, and the Tenant agrees to pay its pro rata share thereof. Tenant's obligations hereunder
are purely monetary, and it shall have no responsibility whatsoever for the design, fabrication or
installation of the Prime Landlord's directional signage system.
34. BROKERAGE. Each party (i) warrants to the other that it has had no dealings with any
broker or agent in connection with this Sublease, and (ii) covenants to pay, hold harmless and
indemnify the other party from and against any and all costs (including reasonable attorneys'
,.� .. _ , se or liablt A r_any compensation, commissions and charges claimed byyF
or agent with respect to thi Sublease or the negotiation thereof on behalf or on account of such
indemnifying party; provided, however, that the parties' indemnification obligations hereunder
are limited as provided in Section 786.28, Florida Statutes, as amended from time to time.
35. FORCE MAJEURE. Notwithstanding anything to the contrary contained in this
Sublease, neither party shall be deemed in default with respect to any of the terms, covenants and
conditions of this Sublease on its part to be performed, except for a default in the payment of
money, if its failure to timely perform same is due in whole or in part to any cause beyond the
(M1858337;8)
22 o3— 207
f reasonable control of such party, including, but not limited to, any strike, lockout, or other
similar labor trouble (whether legal or illegal), civil disorder, failure of power, riots,
insurrections, war, shortages, casualties, acts of God, acts caused directly by the other party or
such other party's agents, officers, employees, contractors, customers and invitees, or delays: (i)
in taking action, processing of applications or permits by governmental agencies rovided that
normal processing times for such applications or permits will not be considered a delay), (ii)
attributable to scheduling or cancellation of commission or board meetings, (iii) resulting from
failure to complete a governmental board's or commission's meeting agenda, (iv) due to absence
of a quorum of any board or commission or (v) arising out of administrative or judicial appeals
of any decision or ruling rendered by any court, governmental body or administrative agency
relating to the Premises, this Sublease or the parties' rights and obligations.
36. ATTORNEYS' FEES. In the event legal action is brought by either party to enforce,
construe or defend its rights under this Sublease, the prevailing party shall be entitled to receive
from the other party its reasonable attorneys' and paralegal fees and court costs, at trial and
appellate levels.
37. AWARD OF AGREEMENT. Tenant warrants that it has not employed or retained any
person employed by Landlord to solicit or secure this Sublease and that it has not offered to pay,
paid, or agreed to pay any person employed by Landlord any fee, commission, percentage,
brokerage fee, or gift of any kind contingent upon or resulting from the award of this Sublease.
38. AFFIRMATIVE ACTION. Tenant shall have in place an Affirmative Action/Equal.
Employment Opportunity Policy and shall institute a plan for its achievement which will require
that Tenant comply with applicable law in providing equal opportunity in hiring and promoting
of women, minorities, individuals with disabilities, and veterans. Such plan will include a set of
positive measures which will be taken to insure nondiscrimination in the work place as it relates
to hiring, firing, training and promotion. In lieu of such a plan, Tenant shall submit a Statement
of Assurance indicating that its business is in compliance with all relevant civil rights laws and
regulations.
39. NONDISCRIMINATION. Tenant agrees that it will comply with all Federal, state and
local law with respect to discrimination against any person based upon race, religion, color, sex,
ancestry, age, national origin, marital status, or mental or physical handicap, in the use of the
Premises.
40. GOVERNING LAW. This Sublease shall be governed by and construed in accordance
with the laws of the State of Florida.
1—` RADON. As requi ed by Florida Statutes, Section 404.056(8); the following nofice is
given to Tenant:
Radon is a naturally occurring radioactive gas that, when it has accumulated
in a building in sufficient quantities, may present health risks to persons who
are exposed to it over time. Levels of radon that exceed federal and state
guidelines have been found in buildings in Florida. Additional information
(M1858337;8) 03- 207
23
regarding radon and radon testing may be obtained from your County
Public Health Unit.
42. INTERPRETATION. Definitions are equally applicable both to the singular and plural
forms of the defined terms. References in this Sublease to Sections and Exhibits, without further
attribution, are intended to refer to Sections of, and Exhibits to, this Sublease. Except as
otherwise expressly indicated, all of the agreements or instruments referred to in this Sublease
shall mean such agreements or instruments as the same may from time to time be supplemented
or amended or the terms thereof waived or modified to the extent permitted by, and in
accordance with, the terms of this Sublease and such agreements or instruments. "Including"
means "including but not limited to." "Herein'; "hereof' and "hereunder" mean, respectively,
in, of, or under this Sublease (and not merely in, of or under the section or provision where the
reference appears).
43. ESTOPPEL CERTIFICATES. Landlord and Tenant each agree at any time and from
time to time, so long as this Sublease shall remain in effect, upon not less than ten (10) days prior
written request by the other party, to execute, acknowledge and deliver to the other party a
statement in writing certifying that this Sublease is unmodified and in full force and effect (or if
there have been modifications, that it is in full force and effect as modified, stating the
modifications) and the dates to which the Rent and other charges have been paid in advance, if
any, and stating whether any default under the terms of this Sublease is known by, or any notice
of default has been served by, the party giving the certificate.
44. WAIVER OF REMEDIES NOT TO BE INFERRED. No waiver of any breach of any of
the covenants or conditions of this Sublease Agreement shall be construed to be a waiver of any
other breach or to be a waiver of, acquiescence in, or consent to any further or succeeding breach
of the same or similar covenant or condition. .
45. SUCCESSORS AND ASSIGNS. This Sublease shall be binding upon the parties herein,
their heirs, executors, legal representatives, successors and assigns.
46. ASSIGNABILITY AND BINDING EFFECT. Subject to all provisions respecting the
rights of assignment or subleasing, this Sublease Agreement shall be binding upon and inure to
the benefit of the respective successors and permitted assigns of the parties hereto.
47. DUPLICATE ORIGINALS. This Sublease may be executed in any number of
counterparts, each of which shall constitute an original of this Sublease.
WKUUKE-AQrREE11tIET his:;Subleaseepresens the. total_ a eemen� hra�e3he;�„�,�;
E& : Ali offer poor agreement ctweeri the parties; either verbal or'wrrtfen, are su
by this Sublease and are therefore no longer valid.
49. AMENDMENTS. Landlord and Tenant by mutual agreement shall have the right but not
the obligation to amend this Sublease. Such amendments shall be effective only when signed by
Landlord and Tenant and shall be incorporated as a part of this Sublease.
50. WAIVER OF JURY TRIAL. The parties hereby knowingly, irrevocably, voluntarily and
intentionally waive any right either mayf have to a trial by jury in respect of any action,
(Mi858337;8)
24 03— 207
proceeding or counterclaim based on this Sublease, or arising out of, under or in connection with
this Sublease or any amendment or modification of this Sublease, or any other agreement
executed by and between the parties in connection with this Sublease, or any course of conduct,
course of dealing, statements (whether verbal or written) or actions of any Party hereto. This
waiver of jury trial provision is a -material inducement for the parties entering into the subject
transaction.
51. SEVERABILITY. If any provision of the Sublease, or any paragraph, sentence, clause,
phrase, or word, or the application thereof, is held invalid, the remainder of the Sublease shall be
construed as if such invalid part were never included herein and the Sublease shall be and remain
valid and enforceable to the fullest extent permitted by law.
52: TIME OF ESSENCE AS TO COVENANTS OF SUBLEASE. Subject to any extensions
expressly provided with respect thereto, time is of the essence as to the performance of the
provisions of this Sublease by Landlord and Tenant.
[Signatures on following page]
(MI858337;8)
25
03-- 207
The parties have executed this Sublease as of the day and year first above written.
ATTEST:
By:
Name:
Title:
APPROVED AS TO INSURANCE
REQUIREMENTS:
By:
Name:
Risk Management Department
ATTEST:
By:
Name:
City Clerk
LANDLORD:
MIAMI SPORTS AND EXHIBITION
AUTHORITY
By:
Name:
Title:
APPROVED AS TO FORM AND
CORRECTNESS:'
By:
Name:
City Attorney
TENANT:
CITY OF MIAMI
By:
Name:
City Manager
(M1858337;8) 26 03- 207
r
S
EXHIBIT A
Property Legal Description
{M1858337;8}
03- 207
{MI858337;8}
EXHIBIT B
Estimated Budget—All O&M Expenses
03- 20'7
CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
TO: The Honorable Mayor and Members
f e City mmissibn
9
FROM: J e Ola
il Administrator / City Manager
RECOMMENDATION
DATE : 0 2003
10
FILE:
SUBJECT: Press Center at Aviation and
Visitors Center on Watson Island
REFERENCES:
ENCLOSURES:
The administration recommends the City Commission adopt the attached Resolution authorizing
the City Manager to execute a Sublease Agreement with the Miami Sports and Exhibition
Authority (MSEA) for the subleasing of approximately 1,638.7 SF at the Aviation and Visitors
Center on Watson Island to be used as a Press and VIP Conference Center. The Sublease
Agreement will be for an initial term of 30 years with the option to renew for two successive
periods of 10 years each. The initial aggregate rent will be $22.08 SF, 50% of which will be paid
by the Greater Miami Convention and Visitor's Bureau. This Resolution further authorizes the
City Manager to execute such other documents as may be necessary or desirable to implement
the terms of the Press Center Sublease, or as may be provided thereunder, all in form and
substance acceptable to the City Attorney.
BACKGROUND
The City, the Miami Sports and Exhibition Authority ("MSEA") and the Greater Miami
Convention and Visitors Bureau (the "Bureau") (collectively the "Parties") have agreed to
develop and operate an air transportation facility in Watson Island (the "Project") pursuant to
agreements that were negotiated and executed in 1997.
On August 22, 2002, the City Commission adopted Motion 02-913 approving the plans for the
design of an international press center in the Aviation and Visitors Center, provided that the cost
for said space be split between the City and the Greater Miami Convention and Visitors Bureau.
Attached hereto is a summary of the business terms of the Sublease Agreement.
JA�MH)�m Press Ctr sublease
03- 207
Premises
Use
Executive Summary
Sublease Agreement
between the
Miami Sports and Exhibition Authority (Authority)
And
City of Miami (City)
Premises shall consist of the press center, which contains approximately 1,088.7 SF, and
VIP Conference Center, which contains 550.0 SF on the first floor of the terminal building
The Premises shall be used as an international press center and VIP Conference Center
and for all related and ancillary uses in connection therewith.
Initial Term
Option
Rent
The initial term shall be for a period of 30 years commencing on the Commencement
Date and ending 30 years thereafter. The Commencement Date shall mean the date on
which a temporary certificate of occupancy ("TCO"), or certificate of occupancy if no
TCO is required, is issued for the Premises.
City may extend the term for two successive extension terms of 10 years each. These
extensions are subject to the extension of the Interlocal Agreement between the City and
MSEA, which Interlocal Agreement may be extended in the City's sole discretion for up
to an additional 20 years.
$4.80 sf Building O&M
$8.54 sf Direct Airport O&M
$2.98 sf Indirect Airport O&M (PILOT)
$5.76 sf Base Rent
Building O&M and All Direct Airport O&M shall be increased or decreased based upon
actual expenditures. Janitorial services will be provided by the Greater Miami
Convention and Visitors Bureau ("Bureau").
The Bureau shall pay 50% of the amounts due for rent on the Premises.
Construction and Possession
Authority shall deliver the Premises to the City upon Completion of the Work and
issuance of a temporary certificate of occupancy. Completion of the Work shall mean
03- 2 0'7
that the Premises has been constructed and fully completed except for so-called "punch
list" items agreed to by Authority and City, none of which shall interfere with City's use
of the Premises. City shall, at its sole cost, be responsible for all tenant improvements,
furniture, fixtures and equipment required for construction and operation of the Premises
as a Press Center, including any utility upgrades required in connection with its use of the
Premises as a press center.
Parking
Authority shall provide, or cause the City to provide, parking with sufficient capacity to
serve the needs of City. Payment for such spaces used by city shall be on an "as -used"
basis.
Impositions
City shall be responsible for payment of all Impositions, including but not limited to, ad
valorem taxes. In the event the Property or any of the improvements is exempt from ad
valorem taxation, the Authority shall collect from all subtenants a Payment in Lieu of Tax
(PILOT) in an initial amount of $2.98 per rentable square foot per annum of the building
from the Commencement Date through the end of the first full 12 -month Expense Year,
and City shall pay its proportionate share of said PILOT. The PILOT shall increase on
each Expense Year Anniversary by CPI or 103%, whichever is less.
03- 207 2