HomeMy WebLinkAboutR-97-0647J-97-660
9/15/97
RESOLUTION NO. 9.7 -- 647
A RESOLUTION APPROVING A SUBLEASE AGREEMENT,
IN A FORM ACCEPTABLE TO THE CITY ATTORNEY,
BETWEEN THE MIAMI SPORTS AND EXIBITION
AUTHORITY (MSEA) AND THE GREATER MIAMI
CONVENTION AND VISITORS BUREAU FOR A VISITORS
CENTER AND ADMINISTRATIVE OFFICES AT THE
AVIATION AND VISITORS CENTER ON WATSON
ISLAND, PURSUANT TO THE INTERLOCAL AGREEMENT
DATED AUGUST 14, 1997 BETWEEN THE CITY OF
MIAMI AND MSEA.
WHEREAS, on April 25, 1997, the City Commission adopted
Resolution No. 96-281, directing the City Manager to negotiate a
lease between the City of Miami and the Miami Sports and
Exhibition Authority ("MSEA") as the entity to coordinate and
develop the Watson Island Aviation and Visitors Center (the
"Project"); and
WHEREAS, on June 26, 1997, the Commission passed Resolution
No. 97-420 approving. the negotiated interlocal agreement with
MSEA, thereby conveying a long term lease interest in a parcel of.
City owned waterfront property on Watson Island for the Project;
and
WHEREAS, in accordance with the purpose of said
interlocal, MSEA and the Greater Miami Convention and Visitors
CI1i COMUSSYON
P4z£TZNC; OF
SEP 2 3 19971
Resolution No.
97- 647
Bureau (the "Bureau") have subsequently negotiated a sublease
agreement which provides for the rights and obligations .of the
Bureau with respect to its occupancy, use, maintenance and
management of the Visitors Center portion of the Project; and
WHEREAS, pursuant to Section 2-1014 of the Code of the City
of Miami, MSEA has the power to lease real and personal property
subject to the prior approval of the City Commission; and
WHEREAS, the City Manager and the Executive Director of MSEA
recommend that the City Commission approve said sublease
agreement;
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 incorporated herein as if fully
set forth in this Section.
Section 2. The sublease agreement, in a form acceptable to
the City Attorney, between the Miami Sports and Exhibition
Authority and the Greater Miami Convention and Visitors Bureau
(the "Bureau") providing for the rights and obligations of the
Bureau with respect to its occupancy, use, maintenance and
management of the Visitors Center at its administrative offices
at the Watson Island Aviation and Visitors Center is hereby
approved.
Section 3. This Resolution shall become effective
immediately upon its adoption.
2 9-7- 647
PASSED AND ADOPTED this 23rd day of September
1997.
ATTES :
WALTER J. EMAN, CITY CLERK
PREPARED AND APPROVED BY:
JULIE 0. BRU
ASSISTANT CITY ATTORNEY
APPROVED AS TO FORM AND
CORRECTNESS
�/
$! JINN J ES, III
CITY ATT EY
W 1874: CSK:JOB
3
91- 647
9,
CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
TO: Honorable Mayor and Members
of the City Commission
'!ZdFROM: Edwqu
City Ma a e
DATE
SUBJECT
• 18
SEP I 6 FILE:
Sublease between MESA and
Greater Miami Convention
and Visitors Bureau
REFERENCES:
Sublease Agreement
ENCLOSURES: for the meeting of 9/23/97
It is respectfully recommended that the City Commission adopt the attached
Resolution approving a sublease agreement, in substantially the attached form,
between the Miami Sports and Exhibition Authority (MESA) and the Greater Miami
Convention and Visitors Bureau (GMCVB) for a visitors center and administrative
offices at the Aviation and Visitors Center on Watson Island
BACKGROUND
The Department of Planning and Development has prepared the attached
documentation. On April 25, 1997, the City Commission • adopted Resolution No. 96-
281, directing the City Manager to negotiate a lease between the City of Miami and
MESA as the entity to coordinate and develop the Watson Island Aviation and Visitors
Center (the "Project").
On June 26, 1997, the Commission passed Resolution No. 97-420 approving
the negotiated interlocal agreement with MESA, thereby conveying a long term lease
interest in a parcel of City owned waterfront property on Watson Island for the Center.
MESA and the Greater Miami 'Convention and Visitors Bureau (GMCVB) have
subsequently negotiated the attached sublease agreement which requires approval of
the City Commission. The sublease details the rights and responsibilities of the
GMCVB relating to occupancy, use, maintenance and management commitment to
the Visitors Center. The City Manager and the Executive Director of MESA
recommend that said sublease be approved.
97- 647
SUBLEASE AND OPERATING AGREEMENT
BETWEEN THE
MIAMI SPORTS AND EXHIBITION AUTHORITY
GREATER MIAMI CONVENTION AND VISITORS BUREAU
E
DATED
ver. 9/16/97
9'0 - 647 3
TABLE OF CONTENTS
ARTICLE I EXHIBITS AND DEFINITIONS
Section 1.1 Defined Terms; Singular, Plural and Gender
ARTICLE II DESCRIPTION AND TERM
Section 2.1 Description of Subleased Premises
Section 2.2 Common Areas
Section 2.3 Term of Sublease
ARTICLE III PURPOSE OF USE AND OCCUPANCY
Section 3.1 Use of Building
Section 3.2 Continuous Duty to Operate
ARTICLE IV
BUREAU'S SERVICES
Section 4.1
Services '
Section 4.2
Repairs
Section 4.3
Cost for Services and Repairs
Section 4.4
Subtenants' Services
Section 4.5
City and Authority Not Liable for Failure of Utilities
ARTICLE V
AUTHORITY'S SERVICES
Section 5.1
Authority's Maintenance Obligations
ARTICLE VI
CONSIDERATION
Section 6.1
Base Monthly Rent
Section 6.2
Bureau's Share of Airport Operating Expenses
Section 6.3
Security Deposits
Section 6.4
Additional Rent
Section 6.5
Interest on Late Payments
Section 6.6
Place of Payment
ARTICLE VII HAZARDOUS MATERIALS
Section 7.1
Handling of Hazardous Materials
Section 7.2
Indemnification
Section 7.3
Disclosure, Warning and Notice Obligations
Section 7.4
Environmental Tests and Audits
Section 7.5
Survival of Bureau's Obligations
ARTICLE VIII
LICENSES; COMPLIANCE WITH LAWS
Section 8.1
Licenses and Permits
Section 8.2
Compliance with Laws
2
8
10
11
11
11
12
12
13
13
16
17
17
17
18
19
19
20
20
20
20
4 i . 9?- 647
ARTICLE IX ALTERATION OF PREMISES
Section 9.1 Change/Alterations 20
Section 9.2 Manner of Construction 21
Section 9.3 Mechanics' Liens 21
Section 9.4 Changes and Additions to Air Transportation Facility 23
ARTICLE X AUTHORITY'S INSPECTION AND RIGHT OF ENTRY
Section 10.1 Inspection by Authority 23
Section 10.2 Authority's Right of Entry 24
ARTICLE XI INDEMNIFICATION AND INSURANCE
Section 11.1 Indemnification 24
Section 11.2 Insurance 25
Section 11.3 Waiver of Subrogation 27
Section 11.4 No Liability of Authority or City 27
ARTICLE XII DAMAGE AND DESTRUCTION
Section 12.1 Destruction of Subleased Premises 28
Section 12.2 Authority's Option to Terminate Lease 28
Section 12.3 Demolition of Building 29
Section 12.4 Insurance Proceeds 29
ARTICLE XIII BUILDING NAME
Section 13.1 Name of Building 29
ARTICLE XIV EMINENT DOMAIN
Section 14.1 Eminent Domain 30
Section 14.2 Condemnation Awards 31
ARTICLE XV ASSIGNMENTS AND SUBLETTING
Section 15.1
Assignment and Subletting of Subleased Premises
31
Section 15.2
Procedure for Transfer
32
Section 15.3
Acceptance of Rent from Transferee
33
Section 15.4
Adjustment to Rents as a Result of a Transfer
33
Section 15.5
No Release of Bureau
34
Section 15.6
Event of Bankruptcy
34
ARTICLE XVI OWNERSHIP OF IMPROVEMENTS
Section 16.1 Ownership of Improvements 35
ii
97- 647 5
a
ARTICLE XVII SIGNAGE
Section 17.1 Signs 36
ARTICLE XVIII RIGHT TO TERMINATE
Section 18.1 Right to Terminate 36
Section 18.2 Notice to Terminate Sublease 37
ARTICLE XIX _ DEFAULT PROVISIONS
Section 19.1 Events of Bureau's Default 37
Section 19.2 Events of Default - Authority 41
Section 19.3 Mitigation 42
ARTICLE XX ARBITRATION
Section 20.1 Arbitration 42
Section 20.2 Procedures 43
ARTICLE XXI NOTICES
Section 2 1. 1 Notice 45
ARTICLE XXII QUIET ENJOYMENT
Section 22.1 Quiet Enjoyment 46
ARTICLE XXIII ESTOPPEL CERTIFICATES
Section 23.1 Estoppel Certificates 46
ARTICLE XXIV REMEDIES CUMULATIVE
Section 24.1 Remedies Cumulative 47
Section 24.2 Waiver of Remedies Not to be Inferred 47
ARTICLE XXV SURRENDER AND HOLDING OVER
Section 25.1 Surrender at End of Term 47
Section 25.2 Rights Upon Holding Over 48
ARTICLE XXVI MISCELLANEOUS PROVISIONS
Section 26.1
Ingress and Egress
48
Section 26.2
Successors and Assigns
48
Section 26.3
Assignability and Binding Effects
49
Section 26.4
Amendments
49
Section 26.5
Award of Agreement
49
Section 26.6
Construction of Agreement
49
Section 26.7
Attorney's Fees and Expenses
49
97-- 647
Section 26.8 Waiver of Jury Trial 49
Section 26.9 Severability 49
Section 26.10 Time of Essence as to Covenants of Sublease 50
Section 26.11 Captions 50
Section 26.12 Conditions and Covenants 50
Section 26.13 Bureau Obligations Survive Termination 50
Section 26.14 Radon 50
Section 26.15 Recording, Documentary Stamps 50
Section 26.16 Duplicate Originals 51
Section 26.17 No Third Party Beneficiaries 51
ARTICLE XXVII AFFIRMATIVE ACTION
Section 27.1 Affirmative Action 51
Section 27.2 Nondiscrimination 51
ARTICLE XXVIII ENTIRE AGREEMENT
Section 28.1 Entire Agreement 51
iv
97- 647 7
•
I-]
8) The Bureau intends to contribute up to three million, one hundred and eighty thousand
dollars ($3,180,000) for the Building and the Site as its share of the facility and related
appurtenances.
In consideration of the foregoing and of the rent, covenants, and agreements
hereinafter set forth, the parties do hereby covenant and agree as follows:
ARTICUP T
EXHIBITS AND DEFINITIONS
Section 1.1 Defined Terms; Singular, Plural And Gender.
(a) Terms which have initial capital letters and are not otherwise defined in
this Sublease shall have the meaning set forth in the Interlocal Agreement.
(b) Any word contained in the text of this Sublease shall be read as the
singular or the plural, and as the masculine, feminine or neuter gender as may be applicable in
the particular context. More specifically, however, for the purposes of this Sublease the
following words shall have the meanings attributed to them in this Section:
"Additional Rent" shall have the meaning ascribed to it in Section 6.7.
"Air Museum" means approximately 2,000 square feet of space located on the
first floor of the Building. The actual square footage of the Air Museum to be adjusted upon
completion of construction, as calculated by City's architect.
RIP-1
6.2.
Section 6.2.
"Airport Operating Expense Estimate" has the meaning ascribed to it in Section
"Airport Operating Expense Rent" has the meaning ascribed to it in Section
"Airport Operating Expense. Statement" has the meaning ascribed to it in
"Airport Operating Expenses" shall mean any and all costs and expenses paid
or incurred by Authority in connection with the operation, maintenance, management and
repair of the Air Transportation Facility. By way of illustration but not limitation, Airport
2
8
97- 647
Operating Expenses shall include the following: insurance premiums paid by Authority and (to
the extent used) deductibles; water, sewer and all other utility charges (other than with respect
to utilities separately metered and paid directly by subtenant or other subtenants); janitorial
and all other cleaning services; Impositions, refurbishing and repainting, air conditioning,
heating and elevator service; pest control, resurfacing; lighting systems, fire detection and .
security services; landscape maintenance, management (fees and/or personnel costs); road,
sidewalk, apron, helipad(s), ramp(s) and driveway maintenance; capital replacement, the
amortized costs (as reasonably determined by Authority) to repair, maintain, replace and
install capital improvements as Authority 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; the fair market rental value of any property manager's office at the
Air Transportation Facility and 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. Airport Operating Expenses shall not include: Authority's
income tax or general corporate overhead; depreciation on the building(s) or equipment
therein; loan payments; real estate broker's commissions; and advertising and promotional
expenditures.
"Air Transportation Facility" has the meaning ascribed to it in the Interlocal
Agreement.
"Authority" has the meaning ascribed to. it in the opening paragraph of this
Sublease as well as Authority's successors and/or assigns.
"Base Monthly Rent" means that minimum rent to be paid as set forth in Section
6.1.
"Building" shall mean the approximately forty-five thousand (45,000) square
foot structure to be constructed upon the Site.
3
97- 647 9
•
"Bureau's Construction Contribution" means an amount up to three million and
one hundred eighty thousand ($3,180,000) that shall be used in determining the Bureau's
actual Base Monthly Rent. Said contribution shall be paid to the Authority during the
construction period of the Building.
Florida.
"Business Days" means Monday through Friday excluding legal holidays.
"Business Hours" shall mean 7:00 AM to 7:00 PM.
"City" means the City of Miami, a municipal corporation of the State of
"City's Consultant" shall mean Spillis, Candela & Partners, Inc. as authorized
by the City Commission by Resolution 97-537.
"Common Areas" means the total of all areas which now or at any time
hereafter, based on Authority's sole discretion, are within or part of the Air Transportation
Facility and made available for the general nonexclusive use, convenience or benefit of
Authority, Bureau 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 the Bureau or by any other
subtenant of the Air Transportation Facility and all exterior walkways, landscaped areas,
driveways, open space areas, observation deck, landing and takeoff areas, taxiway areas for
aircraft, ramp areas, aircraft parking areas and facilities, parking lots and parking facilities
within the Air Transportation Facility.
"Effective Date" means the date this Sublease Agreement is last signed by the
Authority and Bureau.
"Event of Bureau's Default" has the meaning ascribed to it in Section 19.1.
"Event of Authority's Default" has the meaning ascribed to it in Section 19.2.
"Expense Year" means each twelve (12) consecutive month period commencing
on the 1" day of Authority's fiscal year falling within the Term, provided that Authority, upon
notice to Bureau, may change the Expense Year from time to time to any other twelve (12)
10
4 97- 647
consecutive month period, and, in the event of any such change, the Airport Operating
Expense Rent shall be equitably adjusted for any Expense Year involved in any such change.
"Fair Market Rent" means the amount that shall be used to determine the Base
Monthly Rent as calculated by an independent MAI appraiser.
"Hazardous Materials" has the meaning ascribed to it in Section 7.1.
"Hazardous Materials Laws" has the meaning ascribed to it in Section 7.1.
"Impositions" means all governmental assessments, including assessments
imposed by the City, franchise fees, excises, license and permit fees, municipal service fees,
fire service fees, levies, charges and taxes, including ad valorem real estate taxes on the Air
Transportation Facility, general and special, ordinary and extraordinary, foreseen or
unforeseen, or of any kind and nature whatsoever, and which shall or may, during in respect
to 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 land and/or
improvements thereon, or appurtenances or facilities used in connection therewith.
Impositions shall include, without limitation, all ad valorem taxes, personal property
taxes, transit taxes, (unless such tax or charge is payable by a Bureau directly), special or
extraordinary assessments, government levies,. and all other taxes or other similar charges, if
any, which are levied, assessed or imposed upon, or become due and payable in connection
with the Subleased Premises, the Air Transportation Facility, the land or appurtenances of
facilities used in connection therewith.
Impositions shall specifically exclude any rent tax, gross receipts tax, sales or
transactions tax, profits tax, income tax, franchise tax, excise tax, gift tax, transfer tax any late
payment charge or penalty or any tax against the Air Transportation Facility that is paid by
Bureau as a separate charge pursuant to this Sublease.
Notwithstanding the foregoing exclusions, if at any time during the Term the present
method of taxation or assessment shall be changed so that the whole or any part of taxes,
assessments, excises, levies or other charges now assessed, levied, charged, confirmed or
imposed upon the Subleased Premises, the Air Transportation Facility the land or
5 97- 647 11
appurtenances or facilities thereto shall be discontinued or reduced and as substitute therefor or
in lieu thereof, a tax, assessment excise, levy or other charge shall be assessed, levied,
charged, confirmed or imposed, whether wholly or partially as a special assessment or
otherwise on rents, income, profits, sales or gross received derived from the Air
Transportation Facility, then the substitute tax, assessment, excise, levy or other charge shall
be deemed included within the term Impositions to the extent that such substitute tax would be
payable if the Subleased Premises were it the only property of Authority subject to such tax.
"Legal Requirements" or "Applicable Law" means applicable laws., Florida
Statutes, codes, City and Dade County ordinances, orders, judgments, decrees and injunctions
from courts having jurisdiction over the Air Transportation Facility, rules, and requirements
of State and local boards and agencies with jurisdiction over the Air Transportation Facility,.
now existing or hereafter enacted, adopted, foreseen and unforeseen, ordinary and
extraordinary, which may be applicable to the Air Transportation Facility or any part of it.
"Offices" shall mean the approximately 25,000 square feet of office space used
exclusively by the Bureau. The actual square footage of the Offices to be calculated by City's
architect. The Offices shall include all lobby space, hallways, restrooms, vertical penetrations
for mechanical, utilities, stairs and elevators on those floor(s) where the Offices are the only
use.
"Parties" means the Authority and Bureau.
"Person" means any natural person, trust, firm, partnership, corporation, joint
venture, association, or any other legal or business entity investment enterprise.
"Personal Property" means all property owned and used by the Bureau or any
sub -subtenant or Transferee of the Bureau, in connection with and located upon the Subleased
Premises, subject to rights of any secured party or title retention agreement of a third party.
"Possession Date" means the date in which (a) Bureau takes possession or
commences use of the Subleased Premises; or (b) thirty (30) days after the date Bureau shall
have received Authority's authorization to enter the Subleased Area, whichever occurs first.
6
12 97- 647
"Prime Interest Rate" means that rate of interest charged by First Union
National Bank of Florida (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
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.
"Rent" shall mean the Base Monthly Rent, Airport Operating Expense Rent,
Additional Rent and any other amounts Bureau is required to pay under this Sublease.
"Section", "subsection", "paragraph", "subparagraph", "clause", or "subclause"
followed by a number or letter means the section, subsection, paragraph, subparagraph, clause
or subclause of this Sublease Agreement so designated.
"Site" shall mean the approximate one (1) acre parcel of real property located
within the Air Transportation Facility located within Watson Island Park in the City of Miami,
Florida, on which the Building will be constructed.
"Site Operating Expenses" shall mean the actual cost incurred by the Bureau
with respect to providing the maintenance, services and repairs outlined in Sections 4.1 and
4.2.
"Sublease Date" means the date this Sublease is last signed by the Executive
Director behalf of the Authority and Bureau, after approval by the City of Miami
Commission.
"Subleased Premises" shall mean the Visitors Center, Air Museum (if the
option provided in Section 2.1 is exercised) and Offices occupied exclusively by the Bureau.
"Sublease Year" shall mean any period of time consisting of Twelve (12)
consecutive calendar months commencing on the Possession Date and each anniversary
thereafter during the Term .
"Sub -sublease" means any sublease (excluding this Sublease), sub -sublease,
license, concession or other agreement by which Bureau or any person or other entity claiming
under Bureau (including, without limitation, a sub -subtenant or sublicensee) demises, leases,.
7
97- 647 13
subleases, licenses or sublicenses to or permits the use or occupancy by another person or
entity of any part of the Subleased Premises.
"Sub -subtenant" means any person, firm, corporation or other legal entity using
or occupying or entitled to use or occupy any part of the Subleased Premises under a Sub -
Sublease.
"Term" has the meaning ascribed to it in Section 2.3.
"Visitors Center" shall mean the approximately 4,000 square feet located within
the first floor of the building occupied exclusively by the Bureau as a visitors information
center. The actual square footage of the Visitors Center to be calculated by City's architect.
ARTYCUR. TT
DESCRIPTION AND TERM
Section 2.1 Description of Subleased Premises. The Authority hereby
subleases to Bureau, and Bureau hereby subleases from Authority, the Subleased Premises to
be located within the Air Transportation Facility located within Watson Island Park in the City
of Miami, Florida. The actual square footage of the Subleased Premises to be adjusted upon
completion of construction, as calculated by the City's architect, which calculations shall be
attached and become a part of this Sublease upon their availability.
To the extent space is available, the Bureau shall have the option of subleasing
the Air Museum. To exercise this option, Bureau must provide Authority with written notice -
of its intent to exercise this option no later than six months from the Effective Date of this
Sublease Agreement. In the event this option is exercised, the Subleased Premises shall be
deemed to include the Air Museum.
Authority shall transfer possession of the Subleased Premises to the Bureau on
the Possession Date. Authority shall further make available to Bureau up to thirty (30)
parking spaces, as space permits, to be located immediately adjacent to the Subleased Premises
for its exclusive use during normal Business Hours, Monday through Friday.
s
14 97- 647
•
M
•
Section 2.2 Common Areas.
Bureau shall have the nonexclusive right (in
common with other subtenants of the Air Transportation Facility) to use the Common Areas
within the Air Transportation Facility for the purposes intended, subject to such rules and
regulations as Authority may establish from time to time.
Section 2.3 Term of Sublease
This Sublease shall be for a term of thirty (30)
years, (the "Term"), commencing on the Possession Date and ending on the date that is thirty
(30) years thereafter, unless terminated at an earlier date pursuant to the terms of this
Sublease. Within thirty (30) days after the Possession Date, the Authority and Bureau, upon
request of either party, shall execute one or more memoranda in such form as will enable them
to be recorded among the Public Records of Dade County, setting forth the beginning and
termination dates of the Term.
ARTICLE III
PURPOSE OF USE AND OCCUPANCY
Section 3.1 Use of Building. The Bureau shall use and operate the
Subleased Premises for a Regional Visitors' Center, air museum (if the option in Section 2.1 is
exercised) and related offices, and for all related and ancillary uses in connection therewith.
The Subleased Premises shall not be used for any other purpose without the prior written
consent of the Authority, which consent may be withheld in the Authority's sole discretion.
This Sublease and all rights of Bureau hereunder shall, at the option of the Authority, cease
and terminate upon discontinuance of the stated use and operation of the Subleased Premises,
after having first been given written notice by Authority of the violation and/or default as
provided in Section 19.1 and after having first been given the opportunity to cure said
violation within the time frame set forth in said Section 19.1.
Section 3.2 Continuous Duty to Operate. Except where the Subleased Premises is
rendered untenantable by reason of fire or other casualty, Bureau shall at all times during the
term of this Sublease (i) occupy the Subleased Premises upon the Possession Date; (ii) shall
thereafter continuously conduct operations in the Subleased Premises in accordance with the
9
97- 647 15
•
E
terms of this Sublease and (iii) keep the Subleased Premises open for operation during hours
usual for this type of facility.
If the Bureau fails or refuses to satisfy any of the foregoing requirements in items (i)
through (iii), then in such event Authority shall have the right, in addition to all remedies
herein provided for Default, to collect, and Bureau shall be obligated to pay, as Additional
Rent, one hundred dollars and 00/ 100 ($100.00) for each day that Bureau does not comply
with said requirements.
ARTICLE IV
BUREAU'S SERVICES
Section 4.1 Services. Bureau shall make available, at.its sole cost and expense,
the following services to the Site and Building:
(a) heating, ventilation and air conditioning required in Authority's judgment for the
comfortable use and occupation of the Building;
(b) water and sewage facilities;
(c) pest control;
(d) interior and exterior landscaping;
(e) exterior grounds maintenance and cleanup seven (7) days a week;
(f) security as is required for similar terminal facilities;
(g) electric current for normal use and light, seven days a week, 24 hours aday;
(h) janitorial services including handyman services which shall be able to perform
minor plumbing repairs, seven days a week, as are normal and usual in comparable
Class A Buildings and terminal facilities;
(i) elevator service (if appropriate), seven (7) days a week, 24 hours a day;
6) all standard incandescent and florescent bulb replacement, including ballast
replacement, in the Building and on the Site;
The above level of services may be modified by the Bureau, as approved by the
Authority, based on the actual demands of the Building and Site.
to
16 9 '7 - 647
Section 4.2 Repairs. Bureau shall, at its sole cost and expense, provide all
maintenance, including preventive maintenance, repairs and replacements, as necessary, to the
Site and Building including, but not limited to, the pavement, driveways, lighting, Building
interior walls, ceilings, plumbing, heating, air conditioning, electrical and life safety systems
installed or furnished by the Authority. All maintenance, repairs and replacements shall be
performed in a manner and level of service satisfactory to the Authority.
Section 4.3 Cost for Services and Repairs. Notwithstanding the above
provision of services, maintenance and repairs by the Bureau, at its sole cost, any and all
subtenants utilizing the Building, including the Bureau, shall pay a proportionate share of the
Site and Building operating expenses to cover the actual costs of the services and repairs
referred to in Sections 4.1 and 4.2 hereof (collectively the "Site Operating Expenses"). Such
proportionate share shall be computed based upon the square footage rented by the respective
subtenant divided by the total rentable square footage of the Building. In the event any injury
or damage to the Building or the Site is caused by the negligence or intentional acts of the
Bureau or subtenant, their employees, agents, contractors, licensees or invitees, the parry so
responsible for such injury or damage shall, at its sole cost, pay for such repair and/or
replacement required. The manner of reimbursement to the Bureau of those costs of
providing the services outlined in Sections 4.1 and 4.2 beyond the Bureau's proportionate
share shall be as more particularly set forth in the agreements between the, Authority and the
respective subtenant.
Section 4.4 Subtenants' Services
Each subtenant, including the Bureau, shall
be required to furnish and pay, at subtenant's sole expense, all other utilities (including, but
not limited to, electric, telephone and cable television service, if available and hook-up and
connection charges) and other services which subtenant requires with respect to its use of the
Building. Each subtenant shall be required, at its sole cost and expense, to keep and maintain
in good order, condition and repair at all times the Building area it utilizes including, without
limitation, nonstructural, interior portions, systems and equipment, floor coverings, decoration
(e.g., carpeting, painting, wall coverings, drapes and other window treatments, refinishing,
II
97- 647 17
etc.), fixtures and equipment therein, excluding only those repair obligations assumed by the
Bureau in Section 4.2.
Section 4.5 City and Authority Not Liable for Failure of Utilities. City and
Authority shall not be liable (other than for their own or any of their agents, servants and
employees gross negligence) for any failure of water supply, sewer, gas or electric current, or
for any injury or damage to any Person or property caused by or resulting from any water,
sewer, gas or electricity which may leak or flow from the water, sewer or gas mains on to any
part of the Subleased Premises or the Building.
ARTif T.F V
AUTHORITY'S SERVICES
Section 5.1 Authority's Maintenance Obligations. Except as provided for in
Article IV of this Sublease, the Authority shall repair and maintain the Common Areas, the
public areas, and any structural portions of any buildings owned by City in the Airport
Transportation Facility, including the exterior walls, underflooring and roof, the cost of which
shall be included in the Airport Operating Expenses, unless such maintenance and repair
becomes necessary in whole or in part due to: (i) the misuse, act, neglect, fault or omission of
Bureau, its employees, agents, customers, licensees, or invitees in or, about the Air
Transportation Facility; (ii) any damage occasioned by the failure of Bureau to perform or
comply with any terms, conditions, or covenants of this Sublease; (iii) any structural
alterations or improvements required by Bureau's use and occupancy of the Subleased
Premises, in which case the Bureau shall pay to Authority the entire cost of such maintenance,
repair or alteration. The Base Monthly Rent, Airport Operating Expense Rent and any
Additional Rent shall not be reduced and Authority shall not be liable under any circumstances
for a loss . of, or injury to, property, loss of profits, or for injury to or interference with
Bureau's business arising from or in connection with the making of or Authority's failure to
make any repairs, maintenance, alterations or improvements in or to any portion of the Air
Transportation Facility or in or to fixtures, appurtenances and equipment therein. Bureau
18 12 97- 647
hereby waives and releases its right to perform repairs at Authority's expense under any law,
statute, or ordinance now or hereafter in effect in the State in which the Air Transportation
Facility is located.
ARTICLE VI
CONSIDERATION
Section 6.1 Base Monthly Rent.
From and after the Possession Date, Bureau shall pay to Authority, in advance, on the
first day of each and every calendar month during the Term, the Base Monthly Rent. The Base
Monthly Rent for the Subleased Premises as of the Possession Date, which Bureau hereby
agrees to pay in advance to Authority and Authority hereby • agrees to accept, shall be
calculated on the basis of the Fair Market Rent as determined by a real estate appraisal as
prepared by an independent MAI appraiser retained by the Authority. The establishment of
the Fair Market Rent determination shall take into account, in addition to the income
approach, cost approach and market data approach, the value of the Bureaus' Construction
Contribution which shall be used as a credit or a reduction in determining the actual Base
Monthly Rent. The Base Monthly Rent shall be fixed for the Term of this Sublease.
Bureau shall pay to Authority the amount of any sales or similar tax imposed by the
State of Florida, if applicable, or any subdivision thereon on the Rents and other charges
payable by Bureau under this Sublease. Such payments on account of sales or similar taxes
shall be paid together with the corresponding amounts due under this Sublease and the
obligation to pay same shall survive the expiration or earlier termination of this Sublease.
Section 6.2 Bureau's Share of Airport Operating Expenses.
(a)
Bureau's Share.
In addition to the payment of Base Monthly Rent,
Bureau shall also pay to Authority Bureau's pro rata share of the annual Airport Operating
Expenses ("Airport Operating Expense Rent"). The Bureau's pro rata share of the annual
Airport Operating Expenses shall be as determined by Ricondo and Associates, the City's
13
97 647 19
aviation consultant. The Airport Operating Expense Rent calculated for any partial Sublease
Year shall be equitably prorated based upon a 365-day year.
(b) Statement of Estimated Airport Operating Expenses. Within thirty (30)
days prior to the commencement of each Expense Year, Authority shall give Bureau an
estimated yearly expense statement (the "Airport Operating Expense Estimate") which shall set
forth Authority's reasonable estimate of the total Airport Operating Expenses for the then
current Expense Year. Each Airport Operating Expense Estimate shall be divided into twelve
(12) equal monthly installments. Bureau shall pay to Authority such monthly installment of
Airport Operating Expense Rent with each monthly payment of Base Monthly Rent for the
Subleased Premises. If at any tune during any Expense Year it shall appear that Authority has
underestimated Bureau's pro rata share of the annual Airport Operating Expenses for such
Expense Year, Authority may re -estimate Bureau's pro rata share of, Airport Operating
Expenses and may bill Bureau for any deficiency which may have accrued during said Expense
Year and thereafter the monthly installment payable by Bureau shall be adjusted to reflect the
re -estimated amount of Airport Operating Expense Rent due.
In the event the estimated amount of Airport Operating Expense Rent has not yet been
determined for any Expense Year, Bureau shall pay the monthly installment in the estimated
amount determined for the preceding Expense Year until the estimate for the current Expense
Year has been provided to Bureau. At such time as the estimate for the current Expense Year
is received, Bureau shall then pay any shortfall for the preceding months of the Expense Year
and shall, thereafter, make the monthly installment payment in accordance with the current
estimate. In the event the sums of estimated Airport Operating Expense Rent actually paid for
the preceding months of the Expense Year exceeds the estimated amount of Airport Operating
Expense Rent due, the difference shall be applied as a credit to future Airport Operating
Expense Rent payments due to Authority. Any delay by Authority in delivering the Airport
Operating Expense Estimate shall not be deemed a waiver of the right of Authority to collect
the Airport Operating Expense Rent.
20 14 97- 647
(c) Actual Airport Operating Expenses. As soon as reasonably possible
following the end of each Expense Year, Authority shall determine and provide to Bureau a
statement ("Airport Operating Expense Statement") setting forth the amount of Airport
Operating Expenses actually incurred and the amount of Airport Operating Expense Rent
actually payable by Bureau with respect to such Expense Year. In the event the amount of
such Airport Operating Expense Rent exceeds the sum of the monthly installments actually
paid by Bureau for such Expense Year, Bureau shall pay to Authority, within thirty (30) days
following receipt of the actual Airport Operating Expense Statement, the difference. In the
event the sum of such installments exceeds the amount of Airport Operating Expense Rent
actually due and owing, the difference shall be applied as a credit to future Airport Operating
Expense Rent payable by Bureau. If the Term has expired and Bureau has vacated the
Subleased Premises, .when the final determination is made and if amounts are owed to
Authority, Bureau shall, within thirty (30) days after receipt of notice from Authority, pay
such excess to Authority and if Bureau has overpaid, Authority will, within thirty (30) days
after such determination, refund such excess to Bureau provided Bureau's vacation of the
Subleased Premises was not as a result of a Default. The provisions of this paragraph shall
survive the expiration or earlier termination of the Term.
(d) Audit Rights. In the event the Bureau disputes Authority's
determinations set forth in the Airport Operating Expense Statement and delivers written
notice of such dispute within thirty (30) days of receipt of the Airport Operating. Expense
Statement, Bureau shall have the right, at its sole cost and expense, to conduct an audit by a
certified public accountant . acceptable to Authority of Authority's records relating to the
Airport Operating Expense Statement disputed. Such audit shall be conducted at a time and
place acceptable to Authority and shall be limited in scope to the Expense Year referenced in
the Airport Operating Expense Statement disputed. All records shall remain in the possession
of Authority. Bureau may purchase copies of said records at such cost 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 Authority and shows a discrepancy in the amounts charged to
15
9e— 647 21
Bureau under the Airport Operating Expense Statement, Bureau shall, in the event of
overpayment, receive a credit against the next installment(s) of Airport Operating Expense
Rent payable by Bureau to Authority, or in the event of underpayment, Bureau shall pay the
difference to Authority within thirty (30) days following receipt of the audit report.
Section 6.3 Security Deposits. In addition to the Rent as described in this Article,
on or before the Possession Date, the Bureau shall deposit an amount equal to six months Base
Monthly Rent as a security deposit (the "Security Deposit".). The Security Deposit shall be
placed by the Authority in an interest bearing account with all interest earned thereon being
credited to Bureau, subject to a default by Bureau, with said interest earned remaining in said
escrow account until such time as the Security Deposit is returned to Bureau as outlined
below. The Security Deposit will be segregated in an interest bearing escrow account and not
commingled with the Authority's general funds.
The Security Deposit shall be considered as security for the payment of all of Bureau's
obligations, covenants and agreements under this Sublease. Within thirty (30) days after (1)
either this Sublease expires or upon the earlier termination of this Sublease (whichever
applies), and (2) Bureau has delivered to Authority possession of the entire Subleased Premises
in the same condition or better than existed on the Possession Date, ordinary. wear and tear
excepted, Authority shall (provided that the Bureau is not in default under the terms of this
Sublease) return the Security Deposit to the Bureau less any portion that the Authority shall
have used to make good any default of Bureau. In the event of any such default by the
Bureau, Authority shall have the right, but shall not be obligated, to apply all or any portion of
the Security Deposit plus accrued interest to cure the default, in which event the Bureau shall
be obligated to deposit with the Authority the amount necessary to restore the Security Deposit
to the amount in effect prior to the deduction. The Security Deposit shall not be deemed
liquidated damages and application of the Security Deposit to reduce Authority's damages,
shall not preclude Authority from recovering from Bureau all additional damages incurred by
Authority.
zz 16 97- 64'7
In the event of a sale or transfer of Authority's interest in the Subleased Premises,
Authority shall have the right to transfer the Security Deposit to such transferee and thereafter
Authority shall be released from all liability relating to the return of the Security Deposit plus
accrued interest, and Bureau shall look to such transferee for the return of the Security
Deposit.
Section 6.4 Additional Rent. In addition to the Base Monthly Rent and Airport
Operating Expense Rent under Sections 6.1 and 6.2, and all other payments or charges
payable by Bureau, however denoted, are called "Additional Rent". Unless this Sublease
provides otherwise, all Additional Rent shall be paid with the next installment of the Base
Monthly Rent.
Section 6.5 Interest on Late Payments. Any payment 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 Authority 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 the Authority.
Section 6.6 Place of Payment. Payment of the Base Monthly Rent, Airport
Operating Expense Rent, Additional Rent and all other charges deemed to be Rent under this
Sublease shall be without prior notice, deduction, offset or demand, shall be in lawful money
of the United States of America and shall be made at the address set forth for Authority or
such other party or such other address as may be designated by Authority from time to time.
If Authority shall at any time or times accept Rent after it shall become due and payable, such
acceptance shall not excuse delay upon subsequent occasions, or constitute or be construed as
a waiver of any or all of Authority's rights hereunder.
17
97 - 647 23
ARTICLE VII
HAZARDOUS MATERIALS
Section 7.1 Handling of Hazardous Materials. Bureau shall, at its sole cost and
expense, at all times and in all respects 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"). Bureau shall, at its sole cost and expense, procure, maintain in effect and comply
with all conditions of any and all permits, licenses and other governmental and regulatory
approvals relating to the presence of Hazardous Materials within, on, under or about the
Subleased Premises required for Bureau's use of any Hazardous Materials in or about the
Subleased Premises in conformity with all applicable Hazardous Materials Laws and prudent
industry practices regarding management of such Hazardous Materials. Authority recognizes
and agrees that Bureau may use materials in normal quantities that are applicable to the use of
the Subleased Premises for the purposes stated herein and that such use by Bureau shall not be
deemed a violation of this Section, so long as the levels are not in violation of any Hazardous
Materials Laws.
Bureau shall, at its sole cost and expense, be responsible for performing any removal,
remediation, cleanup or restoration required as a result of a release of Hazardous Materials in
or about the Subleased Premises, caused by the placement of Hazardous Materials in or about
the Subleased Premises, or used by Bureau or at Bureau's direction or by Bureau's failure to
comply with any Hazardous Materials Laws.
18
24
97- 647
Upon termination or expiration of the Sublease, Bureau shall, at its sole cost and
expense, cause all Hazardous Materials, including their storage devices, placed in or about the
Subleased Premises by Bureau or its employees, members, agents or guests or at Bureau's
direction to be removed from the Subleased Premises and transported for use, storage or
disposal in accordance and compliance with all applicable Hazardous Materials Laws.
Authority acknowledges that it is not the intent of this Article VII to prohibit Bureau from
operating the Subleased Premises for the use described in Section 3.1. Bureau may operate
according to the custom of the industry so long as the use or presence of Hazardous Materials
is strictly and properly monitored according to all applicable governmental requirements.
Section 7.2 indemnification. Bureau shall indemnify, protect, defend and hold
City and Authority free and harmless from and against any and all claims, liabilities, penalties,
forfeitures, losses and expenses (including attorneys' fees) or death of or injury to any person
or damage to any property whatsoever, arising from or caused in whole or in part, directly or
indirectly, by the presence in or about the Subleased Premises of any Hazardous Materials
placed in or about the Subleased Premises or used by -Bureau or at Bureau's direction or by
Bureau's failure to comply with any Hazardous Materials Law or in connection with any
removal, remediation, cleanup, restoration and materials required hereunder to return the
Subleased Premises and any other property of whatever nature to their condition existing prior
to the appearance of the Hazardous Materials.
Section 7.3 Disclosure, Warning and Notice Obligations. Bureau shall comply with
all laws, ordinances and regulations in the State of Florida regarding the disclosure of the
presence or danger of Hazardous Materials. Bureau acknowledges and agrees that all
reporting and warning obligations required under the Hazardous Materials Laws are the sole
responsibility of Bureau, whether or not such Hazardous Materials Laws permit or require
Authority to provide such reporting or warning, and Bureau shall be solely responsible for
complying with Hazardous Materials Laws regarding the disclosure of, the presence or danger
of Hazardous Materials. Bureau shall immediately notify Authority, in writing, of any.
complaints, notices, warning, reports or asserted violations of which Bureau becomes aware
19
97- 647
25
relating to Hazardous Materials on or about the Subleased Premises. Bureau shall also
immediately notify Authority if Bureau knows or has reason to believe a complaint, notice,
warning, report or asserted violation will be released on or about the Subleased Premises.
Section 7.4 Environmental Tests and Audits. Bureau shall not perform or cause to
be performed, any Hazardous Materials surveys, studies, reports or inspections, relating to the
Subleased Premises without obtaining Authority's advance written consent, which consent will
not be unreasonably denied. At any time during the Term, Authority shall have the right to
enter upon the Subleased Premises in order to conduct appropriate tests to establish whether
the Subleased Premises is in compliance with all applicable Hazardous Materials Laws.
Section 7.5 Survival of Bureau's Obligations. The respective rights and obligations
of Authority and Bureau under this Article VII shall survive the expiration or termination of
this Sublease.
ARTICLE VIH
LICENSES; COMPLIANCE WITH LAWS
Section 8.1 Licenses and Permits. The Bureau shall, at Bureau's sole cost and
expense, obtain any and all licenses and permits necessary and in connection with Bureau's use
and occupancy of the Subleased Premises and its maintenance of the Building and Site.
Section 8.2 Compliance with Laws. Bureau accepts this Sublease and hereby
acknowledges that Bureau's compliance with all Applicable Laws, ordinances and codes of -
federal, state and local governments, as they may apply to this Sublease, including but not
limited to building codes and zoning restrictions, is a condition of this Sublease and Bureau
shall comply therewith as the same presently exist and as they may be amended hereafter.
ARTICLE IX
ALTERATION OF PREMISES
Section 9.1 Change/Alterations. Except for purposes of providing services and
repairs as outlined in Sections 4.1 and 4.2, the Bureau shall not make any alterations,
26 20 97- 647
additions, and changes, including, without limitation, installing or causing to be installed any
trade fixtures, exterior signs, exterior machinery, floor coverings, interior or exterior lighting,
plumbing fixtures, shades or awnings (collectively "Alterations") in and to the Subleased
Premises or any part thereof expressly required by this Sublease or any part thereof without
the prior written consent of Authority, which consent may be withheld in Authority's sole
discretion. Any construction undertaken in or to the Subleased Premises shall be performed in
accordance with this Article and the other obligations of this Sublease.
Section 9.2 Manner of Construction. Authority may impose, as a
condition of its consent to all Alterations or repairs on or about the Subleased Premises, such
requirements as Authority, in its sole discretion, may deem desirable, including, but not
limited to, the requirement that Bureau obtain bonds'and Builder's Risk Insurance. Bureau
shall construct such Alterations or repairs in conformance with any and all applicable rules and
regulations of any Federal, State, County or municipal code or ordinance and pursuant to a
valid building permit, issued by the local jurisdiction in which the Subleased Premises is
located. In any event, a licensed contractor shall perform all mechanical, electrical, plumbing,
air conditioning, permanent partition and ceiling tile work, and such work shall be performed
at Bureau's sole cost. All work, with respect to any Alterations or repairs, must be done in a
good and workmanlike manner and diligently prosecuted to completion. Upon completion of
any Alterations, Bureau agrees to deliver to Authority a copy of the "as built" drawings of the
Alterations, if the Alterations would customarily generate "as builts" and record any necessary
notices to evidence completion as would be customary in the State where the Subleased
Premises is located. Any such Alterations shall be performed and done strictly in accordance
with the laws and ordinances relating thereto. In performing the work of any such Alterations,
Bureau shall have the work performed in such manner as not to obstruct the access to the
Common Areas and Air Transportation Facility or to any subtenant, invitee or licensee of the
Air Transportation Facility.
Section 9.3 Mechanics' Liens. The Bureau shall not knowingly suffer or permit any
mechanics' liens to be filed against the title to the Subleased Premises, the Building, the Site
21
97- 647 27
or the Air Transportation Facility, nor against the Bureau's interest in the property, nor
against any Alteration by reason of work, labor, services or materials supplied to the Bureau
or anyone having a right to possession of the Subleased Premises, the Building, the Site or the
Air Transportation Facility as a result of an agreement with or the consent of Bureau. Nothing
in this Sublease shall be construed as constituting the consent or request of the Authority,
expressed or implied, by inference or otherwise, to any contractor, subcontractor, laborer or
materialman for the performance of any labor or the furnishing of any materials for any
specific Alteration, or repair of or to the Subleased Premises, the Building or the Site nor as
giving the Bureau the right, power or authority to contract for or permit the rendering of any
services of the furnishing of any materials that would give rise to the filing of any mechanics
liens against the Authority's interest in the Subleased Premises, the Building, the Site or the
Air Transportation Facility. If any mechanics' lien shall at any time be filed against the
Subleased Premises, the Building, the Site or the Air Transportation Facility, the Bureau shall
cause it to be discharged of record within thirty (30) days after the date the Bureau has
knowledge of its filing. If the Bureau shall fail to discharge a mechanics' lien within that
period, then in addition to any other right or remedy, the Authority may, but shall not be
obligated to, discharge the lien either by paying the amount claimed to be due or by procuring
the discharge of the lien by deposit in court of bonding, or in the event the Authority shall be
entitled, if it so elects, to compel the prosecution of any action for the foreclosure of the
mechanics' lien by the lienor and to pay the amount of the judgment, if any, in favor of the
lienor with interest, costs and allowances with the understanding that all amounts paid by the
Authority shall constitute Additional Rent due and payable under this Sublease and shall be
repaid to the Authority by the Bureau immediately upon rendition of any invoice or bill by the
Authority. The Bureau shall not be required to pay or discharge any mechanics' lien so long
as the Bureau shall in good faith proceed to contest the lien by appropriate proceedings and if
the Bureau shall have given notice in writing to the Authority of its intention to contest the
validity of the lien and shall furnish and keep in effect a surety bond of a responsible and
substantial surety company reasonably acceptable to Authority or other security reasonably
22
97- 647
satisfactory to Authority in an amount sufficient to pay one hundred ten percent of the amount
of the contested lien claim with all interest on it and costs and expenses, including reasonable
attorneys' fees to be incurred in connection with it.
Section 9.4 Changes and Additions to Air Transportation Facility. Authority
reserves the right at any time and from time to time (a) to make or permit changes or revisions
in its plan for the Air Transportation Facility including additions to, subtractions from,
rearrangements of, alterations of, modifications of or supplements to the building areas,
walkways, parking areas, driveways or other Common Areas, (b) to construct other buildings
or improvements in the Air Transportation Facility and to make alterations thereof or additions
thereto and to build additional stories on any such building or buildings and to build adjoining
same, (c) to make or permit changes or revisions in the Air Transportation Facility, including
additions thereto, and to convey all or portions of the Air Transportation Facility to others for
the purpose of constructing thereon other buildings or improvements, including additions
thereto and alterations thereof and (d) to change location, size, content and design of any
signage for the Air Transportation Facility and no such change shall entitle Bureau to any
abatement of Rent. Notwithstanding the rights of the Authority above, in the event the change
or addition is to the Subleased Premises or the Building, the Bureau shall first consent to such
change or addition, which consent shall not be unreasonably withheld. Bureau or Authority's
costs of operation and maintenance of the Building, the Site or Airport Transportation Facility,
respectively, as such facilities may be modified pursuant to this Section (including, without
limitation, all charges for janitorial services, water, sewer, electricity, telephone and the repair
costs for the changes) shall be a part of the Site Operating Expenses or Airport Operating_
Expenses, as appropriate.
ARTICLE X
AUTHORITY'S INSPECTION AND RIGHT OF ENTRY
Section 10.1 Inspection by Authority. Authority shall have the authority to make
periodic reasonable inspections of all the Subleased Premises and improvements thereof,
23
97- 647 29
during normal working hours to determine if such are being maintained in a neat and orderly
condition. Such periodic inspections may also be made at the ,Authority's discretion to
determine whether Bureau is operating in compliance with the terms and provisions of this
Sublease.
Section 10.2 Authority's Right of Entry. Bureau agrees to permit Authority to enter
upon the Subleased Premises at all reasonable times, for any purpose Authority deems
necessary to, incident to, or connected with. the performance of Authority's duties and
obligations hereunder or in the exercise of its rights and functions. Authority and its
authorized representative shall have at all times access to the Subleased Premises. Authority
will maintain a complete set of keys to the Subleased Premises.
ARTICLE XI
INDENINIFICATION AND INSURANCE
Section 11.1 Indemnification.
(a) Indemnification by Bureau. Bureau shall indemnify, protect, defend
and hold harmless the Authority and the City, their officials and employees, from and against
any and all claims, suits, actions, damages or causes of action of whatever nature arising out
of the use or operation of the Subleased Premises, whether such claim shall be made by an
employee or member of Bureau, an employee of the Authority, an employee of the City, or by
any third party, and whether it relates to injury to persons (including death) or damage to
property and whether it is alleged that the Authority or the City, or their employees or
officials were negligent. Bureau shall, at its own cost and expense, pay and satisfy all costs
related to any orders, judgments or decrees which may be entered thereon, and from and
against all costs, attorneys' fees, expenses and liabilities incurred in and about the defense of
any such claims and the investigation thereof. Bureau shall further indemnify, defend, protect
and hold Authority and City harmless from and against any and all claims arising from any
breach or default in performance of any obligation of Bureau's part to be performed under the
terms of this Sublease, or arising from any act, neglect, fault or omission of Bureau, its
24
30 97- 647
members, agents, contractors, employees and servants and from and against all costs,
attorneys' fees, expenses and liability incurred in connection with such claim or any action or
proceeding brought thereon. In case any action or proceeding shall be brought against
Authority and/or City by reason of any claim, Bureau upon notice from Authority or City shall
defend the same at Bureau's expense by counsel approved in writing by Authority and City.
Authority and City reserve the right to defend themselves.
Bureau shall immediately notify Authority and City, in writing, of any claim or action
filed, of whatever nature, arising out of the use or operation of the Subleased Premises by
Bureau, its members, agents, contractors, employees or servants. Bureau shall also
immediately notify Authority and City if Bureau 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 Subleased
Premises by Bureau, its members, agents, contractors, employees or servants.
Section 11.2 Insurance. Bureau, at its sole cost and expense, shall obtain and
maintain in full force and effect at all times throughout the period of this Sublease and through
any periods of extensions, the following insurance:
(a) Commercial General Liability insurance on a comprehensive general liability
coverage form, or its equivalent, including contractual liability, products and completed
operations, personal injury, and premises and operations coverages against all claims, demands
or actions, bodily injury, personal injury, death or property damage occurring in, on or about
the Subleased Premises with such limits as may be reasonably requested by the Authority from
time to time but not less than $1,000,000 per occurrence combined single limit for bodily
injury and property damage. The Authority and City shall be named as Additional Insured on
the policy or policies of insurance.
(b) "All Risk" property insurance coverage against loss or damage by fire,
windstorm, flood with such endorsement for extended coverage, vandalism, malicious
mischief, water damage to contents, sprinkler leakage and special coverage, insuring one
hundred percent (100%) of the replacement cost of the Bureau's alterations, improvements,
fixtures, equipment, furniture, personal property, trade fixtures and floor coverings in and
25
97- 647 31
about the Subleased Premises. The City, Authority and Bureau shall be named as Loss
Payees.
(c) Automobile liability insurance covering all owned, non -owned and hired
vehicles used in conjunction with operations covered by this agreement. The policy or policies
of insurance shall contain such limits as may be reasonably requested by the Authority from
time to time but not less than $300,000 for bodily injury and property damage. The
requirements of this provision may be waived upon submission of a written statement that no
automobiles are used to conduct business.
(d) Worker's Compensation in the form and amounts required by State law.
(f) The Authority reserves the right to amend the insurance requirements by the
issuance of a notice in writing to Bureau. The Bureau shall provideany other insurance or
security reasonably required by the Authority.
(g) The policy or policies of insurance required shall be so written that the policy
or policies may not be canceled or materially changed without thirty (30) days advance written
notice to Authority. Said notice should be delivered to the address indicated herein for
Authority or to such other address as may be designated by Authority from time to time.
(h) A current Evidence of Insurance and Policy of Insurance evidencing the
aforesaid required insurance coverage shall be supplied to the Authority on or before the
Possession Date and a new Evidence and Policy shall be supplied at least twenty (20) days
prior to the expiration of each such policy. Insurance policies required above shall be issued
by companies authorized to do business under the laws of the State of Florida, with the
following qualifications as to management and financial strength: the company should be rated
"A" as to management, and no less than class "X" as to financial strength, in accordance with
the latest edition of Best's Key Rating Guide, or the company holds a valid Florida Certificate
of Authority and is a member of the Florida Guarantee Fund. Receipt of any documentation
of insurance by the Authority or by any of its representatives which indicates less coverage
than required does not constitute a waiver of the Bureau's obligation to fulfill the insurance,
requirements herein.
26
32 97- 647
In the event Bureau shall fail to procure and place such insurance, the Authority may,
but shall not be obligated to, procure and place same, in which event the amount of the
premium paid shall be paid by Bureau to the Authority as Additional Rent upon demand and
shall in each instance be collectible on the first day of the month or any subsequent month
following the date of payment by the Authority. Failure to pay such amount within the time
frame provided shall constitute a default of this Sublease as provided in Section 19.1 below.
Bureau's failure to procure insurance shall in no way release Bureau from its obligations and
responsibilities as provided herein.
Section 11.3 Waiver of Subrogation. Bureau waives all rights to recover against the
Authority and City or their officers, employees, agents and representatives, for any damage
arising from any cause covered by any insurance required to be carried by Bureau, or any
insurance actually carried by Bureau. The Bureau shall cause its insurer(s) to issue
appropriate waiver of subrogation rights endorsements to all policies of insurance carried in
connection with the Subleased Premises.
Section 11.4 No Liability of Authority or City. Authority and City shall not be
liable for injury or damage which may be sustained by a person, goods, wares, merchandise or
other property of Bureau, or Bureau's employees, invitees, officers, agents and customers, or
by any other person in or about the Subleased Premises caused by or resulting from any peril
which may affect the Subleased Premises, including, without limitation, fire, steam,
electricity, gas, water or rain, which may leak or flow from or into any part of the Subleased
Premises, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers,
wires, appliances, plumbing, air conditioning or lighting fixtures of the Subleased Premises
whether such damage or injury results from conditions arising upon the Subleased Premises,
or upon other portions of the Air Transportation Facility, or from other sources. Authority
and City shall not be liable for any damages arising from any act or neglect of: (a) any other
subtenant of the Air Transportation Facility; or (b) any officer, employee, agents,
representative, customer, visitor or invitee of any such subtenant.
27
97- 647 33
•
r
�J
ARTICLE XII
DAMAGE AND DESTRUCTION
Section 12.1 Destruction of Subleased Premises. If during the Term or any extension
thereof, the Subleased Premises shall be damaged by fire or other casualty (the "Casualty"),
but the Subleased Premises shall not be thereby rendered wholly or partially untenantable,
Authority shall promptly cause such damage to be repaired, subject to collection of sufficient
insurance proceeds, and there shall be no abatement of Rent.. If, as the result of Casualty, the
Subleased Premises shall be rendered wholly or partially untenantable, then subject to the
provisions of Section 12.2, Authority shall cause such damage to be repaired and, provided
such damage is not caused by the negligence of Bureau, its members, agents, concessionaires,
officers, employees, contractors, licensees or invitees, all Rent (other than any Additional Rent
due Authority by reason of Bureau's failure to perform any of its obligations hereunder) shall
be abated proportionately as to the portion of the Subleased Premises rendered untenantable
during the period of such untenantability. All such repairs shall be made at the expense of the
Authority, to the extent insurance proceeds are available, subject to Bureau's responsibilities
as set forth herein. Authority shall not be liable for interruption to Bureau's business or for
damage to or replacement or repair of Bureau's personal property (including, without
limitation, inventory, trade fixtures, floor coverings, furniture and other property removable
by Bureau under the provisions of this Sublease) or to any improvements installed in the
Subleased Premises, all of which damage, replacement or repair shall be promptly undertaken
and completed by Bureau.
Section 12.2 Authority's Option to Terminate Lease. If the Subleased Premises is
(a) rendered wholly untenantable or (b) damaged as a result of any cause which is not covered
by Authority's insurance or (c) damaged or destroyed in whole or in part during the last three
(3) years of the Term, or (d) if the building which contains the Subleased Premises is damaged
to the extent of 50% or more of Building gross floor area is affected, or (e) if insurance
proceeds received are insufficient to complete the repairs, then, in any of such events,
Authority may elect to terminate this Sublease by giving to Bureau notice of such election
28
34 . 97- 647
within ninety (90) days after the occurrence of such event. If such notice is given, the rights
and obligations of the parties shall cease as of the date of such notice, and Rent (other than any
Additional Rent due Authority by reason of Bureau's failure to perform any of its obligations
hereunder) shall be adjusted as of the date of such termination. Bureau waives any right to
cancel this Sublease as a result of damage to the Subleased Premises because of fire or other
catastrophe pursuant to any presenting existing statute, any statute that may be enacted in the
future, or any other law.
Section 12.3 Demolition of Building. If the Building shall be so substantially
damaged that it is reasonably necessary in Authority's sole judgment to demolish such
Building for the purpose of reconstruction, Authority may demolish the same in which event
the Rent shall be abated to the same extent as if the Subleased Premises were rendered
untenantable by a Casualty.
Section 12.4 Insurance Proceeds. If Authority does not elect to terminate this
Sublease pursuant to Section 12.2, Authority shall disburse and apply any insurance proceeds
received by Authority to the restoration and rebuilding of the Air Transportation Facility in
accordance with Section 12.1 hereof. All insurance proceeds payable with respect to the Air
Transportation Facility (excluding proceeds payable to Bureau pursuant to Section 11.2) shall
Obelong to and shall be payable to Authority.
ARTICLE XIII
BUILDING NAME
Section 13.1 Name of Building. It is of material importance to Bureau due to its
reputation and standing in the community that the Building maintain .a professional and
reputable name. As of the Possession Date, the Building shall be known as "Greater Miami
Visitors and Aviation Center". In the event Authority desires to rename the Building,
Authority shall submit the proposed name to Bureau and Bureau shall have a period of fifteen
(15) days from receipt of said proposed name to approve or reasonably disapprove the
proposed name.
29
97- 647 35
ARTICLE XIV
EMINENT DOMAIN
Section 14.1 Eminent Domain.
(a) Permanent Taking
If the whole or portion of the Air Transportation Facility is taken under power of
eminent domain or sold, transferred or conveyed in lieu thereof, this Sublease shall terminate
as to the part so taken on the date Bureau is required to yield possession thereof to the
condemning authority. Authority shall, subject to collection of awards made to Authority,
make such repairs and alterations as may be necessary in order to restore the part not taken to
useful condition and all Rent (other than Additional Rent due to Authority by reason of
Bureau's failure to perform any of its obligations hereunder) shall be reduced in the same
proportion as the floor area of the Subleased Premises so taken bears to the total floor area of
the Subleased Premises. If the aforementioned taking affects the primary purpose of this
Sublease as outlined in Section 3.1 hereof, either party may terminate this Sublease as of the
date when Bureau is required to yield possession by giving notice to that effect within thirty
(30) days after such date.
If twenty (20%) or more of the Air Transportation Facility is taken or sold, transferred
or conveyed in lieu thereof, and Authority does not, in the good faith opinion of Authority,
render it economically feasible to effect restoration thereof for its intended purpose, Authority
may terminate this Sublease as of the date on which possession thereof is required to be
yielded to the condemning authority, by giving notice of such election within thirty (30) days
after such date. If any such notice of termination is given pursuant to this Section, this
Sublease and the rights and obligations of the parties hereunder shall cease as of the date of
such notice and Rent (other than any Additional Rent due Authority by reason of Bureau's
failure to perform any of its obligations hereunder) shall be adjusted as of the date of such
termination.
30 36 97- 64.7
(b) Temporary Taking
In the event of temporary taking of all or any portion of the Subleased Premises for a
period of thirty (30) days or less, then this Sublease shall not terminate but the Base Monthly
Rent and Airport Operating Expense Rent shall be abated for the period of such taking in
proportion to the ratio of the floor area of the Subleased Premises so taken to that of the
remaining floor area of the Subleased Premises. Authority shall be entitled to receive the
entire award made in connection with any such temporary taking.
Section 14.2 Condemnation Awards. All compensation awarded for any taking of
the Subleased Premises or the Air Transportation Facility, or any interest in either shall belong
to and be the property of City, except, however, Bureau shall receive the unamortized cost of
Bureau's Construction Contribution as provided for in the Funding Agreement. Bureau
hereby assigns to City and Authority all rights with respect thereto; provided, however,
nothing contained herein shall prevent Bureau from applying for reimbursement from the
condemning authority (if permitted by law) for moving expenses, or Bureau's loss of business,
or loss of Bureau's good will, or injury to Bureau's improvements, or on account of any cost
or loss Bureau may sustain in the removal of Bureau's trade fixtures, equipment and
furnishings, or as a result of any alterations, modifications or repairs that may be reasonably
required by Bureau in order to place the remaining portion of the Subleased Premises not
taken in a suitable condition for the continuance of Bureau's occupancy, but if and only if
such action shall not reduce the amount of the award or other compensation otherwise
recoverable from the condemning authority by City and Authority or the owner of the fee
simple estate in the Air Transportation Facility.
ARTICLE XV
ASSIGNMENTS AND SUBLETTING
Section 15.1 Assignment and Subletting of Subleased Premises. Bureau shall not, at
any time during the Term of this Sublease, transfer, assign, sublet, mortgage, pledge or
otherwise encumber this Sublease, the term or estate hereby granted, or any interest
31
97- 647 37
hereunder; nor enter into any license or concession agreements with respect thereto, nor
permit any third party or parties other than Bureau, its authorized agents, employees, invitees
and visitors to occupy the Subleased Premises or any portion thereof (hereinafter individually
and collectively referred to as a "Transfer") without first procuring the written consent of the
Authority. Any such attempted or purported Transfer, without Authority's prior written
consent, shall be void and of no force or effect, shall not confer any interest or estate in the
purported transferee ("Transferee"), shall constitute a default under this Sublease and permit
Authority, at its election, to terminate this Sublease.
The provisions of Section 15.2 constitute the sole means by which Authority's consent
may be requested. The consent of Authority may be withheld for any or no reason
whatsoever, or conditioned, at its sole discretion.
It is agreed that all terms and conditions of this Sublease shall extend to and be binding
on all Transferees as may be approved by Authority. Bureau shall be liable for acts and
omissions by any Transferee affecting this Sublease. Authority reserves the right to directly
terminate any Transferee for any cause for which Bureau may be terminated.
Bureau shall reimburse to Authority, as Additional Rent, all costs and expenses,
including attorneys' fees, which Authority incurs by reason of or in connection with Transfer,
and all negotiations and actions with respect thereto, such Additional Rent to be due and
payable within thirty (30) days of receipt of a statement of such costs arid. expenses from
Authority.
Section 15.2 Procedure for Transfer. Should Bureau desire to make a Transfer
hereunder, Bureau shall, in each instance, give written notice of its intention to do so to
Authority at least sixty (60) days prior to the commencement date of . any such proposed
Transfer, specifying in such notice the nature of such proposed Transfer and the proposed date
thereof and specifically identifying the proposed _Transferee-. Such notice shall be
accompanied, in the case of a sub -sublease, license, concession or permit agreement, by a
copy of the proposed sub -sublease, license, concession or permit agreement and any other
documents or financial information (including without limitation, three years audited financial
32
38 97- 647
statements of certified financial statements) Authority may' require in order to make a
determination as to the suitability of the Transferee. Authority shall, within thirty (30) days
after its receipt of such notice of a proposed Transfer from Bureau, by mailing written notice
to Bureau of its intent to do so, either (i) withhold consent to the Transfer, or (ii) consent to
such Transfer upon the terms and subject to the conditions provided for in this Article.
Bureau acknowledges and agrees that the imposition of the conditions described in this Article
XV as a condition of Authority's consent is reasonable.
Section 15.3 Acceptance of Rent from Transferee. The acceptance by Authority of
the payment of Rent following any Transfer prohibited by this Article shall not be deemed to
be a consent by Authority to any such Transfer, nor shall the same be deemed to be a waiver
of any right or remedy of Authority hereunder.
Section 15.4 Adjustment to Rents as a Result of a Transfer. In the event that
Bureau shall make a permitted Transfer hereunder of all or any portion of the Subleased
Premises (the "Transfer Space"), then Bureau shall in consideration thereof pay the following
to Authority as Additional Rent:
(a) In the case of an assignment, Bureau will pay Authority as Additional
Rent an amount equal to all sums and other consideration paid to Bureau by or for the account
of the assignee, for or by reason of such assignment (including, but not limited to, sums paid
for the sale of Bureau's fixtures, leasehold improvements, equipment, furniture, furnishing or
other personal property), less, in the case of a sale thereof, the amount of unamortized capital
provided by Bureau's Construction Contribution as provided in the Funding Agreement, less
an amount equal to all direct, out of pocket expenses incurred by Bureau in entering into such
assignment; and
(b) In the case of sub -sublease, Bureau shall pay Authority monthly, as
Additional Rent, at the same time as the Base Monthly Rent installment required hereunder,
fifty percent (50%) of the "Fee" payable by the Transferee pursuant to the terms reserved in
the Transfer agreement, concession or license or ten percent (10%) of the gross revenues of
Transferee's operations, whichever is greater. For purposes of this Section 15.4 "Fee" shall
33
97- 647 39
mean all use fees, rent and other amounts paid or payable by the Transferee to Bureau
pursuant to the terms of the Transfer.
Section 15.5 No Release of Bureau. Any assignment, sub -sublease, pledge,
encumbrance of this Sublease or Transfer in violation of this Sublease or without Authority's
prior written consent, shall at the option of Authority, constitute a default of this Sublease.
No Transfer permitted by this Article XV shall release Bureau or change Bureau's primary
liability to pay the Base Monthly Rent, Airport Operating Expense Rent, Additional Rent and
to perform all other obligations of Bureau under this Sublease. Authority's acceptance of rent
from any other person is not a waiver of any provision of this Article XV. Consent to one
transfer is not a consent to any subsequent transfer. If Bureau's Transferee defaults under this
Sublease, Authority may proceed directly against Bureau without pursuing remedies against
the Transferee, or against the Transferee and then also proceed directly against the Bureau
under this Sublease. Any action by Authority against. the Bureau shall not release the
Transferee. Authority may consent to subsequent Transfers or modifications of this Sublease
by Bureau's Transferee, without notifying Bureau or obtaining its consent. Such action shall
not relieve Bureau's liability under this Sublease or the liability of the Transferee.
Section 15.6 Event of Bankruptcy. If this Sublease is assigned to any person or
entity pursuant to the provision of the United States Bankruptcy Code, 11 U.S.C. SS 101 et
seq. (the "Bankruptcy Code"), any and all monies or other consideration payable or otherwise
to be delivered in connection with such assignment shall be paid or delivered to Authority,
shall be and remain the exclusive property of Authority, and shall not constitute the property
of Bureau or of the estate of Bureau within the meaning of the Bankruptcy Code. Any and all
monies or other considerations constituting Authority's property under this Section not paid or
delivered to Authority shall be held in trust for the benefit of Authority and shall be promptly
paid or delivered to Authority. Any person or entity to which this Sublease is assigned
pursuant to the provision of the Bankruptcy Code shall be deemed without further act or deed
to have assumed all of the obligations arising under this Sublease on and after the date of such
assignment.
34 40 97" 647
ARTICLE XVI
OWNERSHIP OF IMPROVEMENTS
Section 16.1 Ownership of Improvements. As of the Possession Date and throughout
the Term, title to the Air Transportation Facility, the Site, the Building, the Subleased
Premises, and all buildings and improvements thereon shall be vested in City. Furthermore,
title to all Alterations made in or to the Subleased Premises during the Term, whether or not
by or at the expense of Bureau, shall, unless otherwise provided by written agreement,
immediately upon their completion become the property of City and shall remain and be
surrendered with the Subleased Premises.
Any furniture, furnishing, equipment or other articles of movable personal property
owned by Bureau and located in the Subleased Premises, shall be and shall remain the property
of Bureau and may be removed by it at any time during the term of this Sublease so long as
Bureau is not in default of any of its obligations under this 'Sublease and the same have not
become a part of the freehold, and so long as such does not materially affect Bureau's ability
to use said premises and conduct its operations as provided herein. However, if any of the
Bureau's property is removed and such removal causes damage. to the Subleased Premises,
Bureau shall repair such damage at its sole cost and expense. Should Bureau fail to repair any
damage caused to the Subleased Premises within thirty (30) days after receipt of written notice
from Authority directing the required repairs, Authority shall cause the Subleased Premises to
be repaired at the sole cost and expense of Bureau. Bureau shall pay Authority the full cost of
such repairs within thirty (30) days of receipt of an invoice indicating the cost of such required
repairs. Failure to pay such invoice shall constitute a default of this Sublease as provided in
Section 19.1 below.
Any property belonging to Bureau and not removed by Bureau at the expiration or
earlier termination of the Sublease, shall, at the election of the Authority, be deemed to be
abandoned by Bureau, and the Authority may keep or dispose of such property and restore the
premises to good order within ten (10) days after billing therefore. At the expiration of the
35
97- 647 41
term of this Sublease, Bureau shall deliver to the Authority the keys and combination to all
safes, cabinets, vaults, doors and other locks left by Bureau on the Subleased Premises.
ARTICLE XVII
SIGNAGE
Section 17.1 Signs. Subject to Authority's prior written approval, in its sole
discretion, and provided all signs are in keeping with the quality, design and style of the Air
Transportation Facility, Bureau, at its sole cost and expense, may install identification signage
anywhere in the Offices including in the elevator lobby of the Offices, provided that such signs
are not visible from the exterior of the building. Bureau must further obtain approval from all
governmental authorities having jurisdiction, and must comply with all 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,
Bureau shall, at its sole cost and expense, remove and dispose of all signs located on the
Offices. Signage for the Visitors' Center and Air Museum and exterior signage for Bureau
shall be included in the scope of work during construction of the Building. Bureau, at its sole
cost and expense, shall be permitted to install signage on Watson Island, subject to approval
of the City Manager as to design, location, size and materials, directional and/or informational
signs pertaining to the Subleased Premises throughout Watson Island in accordance with an
adopted, uniform directional signage program established by the City for Watson Island.
ARTICLE XVIII
RIGHT TO TERMINATE
Section 18.1 Right to Terminate. Either Party has the unconditional right to cancel
this Sublease upon occurrence of any of the following events:
a) If the projected Base Monthly Rent, Subleased Premises Operating Expense,
Airport Operating Expenses and any Additional Rent (hereinafter Cumulative
Annual Expenses") for the first Sublease Year effective as of the Possession Date
42
36 9'7 - 647
.:
shall cumulatively exceed five hundred and forty-six thousand dollars ($546,000);
or
b) If the preliminary construction cost estimated of the Building, as prepared by the
City's Consultant after the Schematic Design Phase, is in excess of six million
dollars ($6,000,000); or
c) If the preliminary construction cost estimate of the Building, as prepared by the
City's Consultant after the Design Development Phase, is in excess of six million
dollars ($6,000,000); or
d) If the actual construction cost as determined by the receipt of competitive bids,
based upon the City's Consultant's Construction Documents, Drawings and'
Specifications, is in excess of six million dollars ($6,000,000).
Section 18.2 Notice to Terminate Sublease. If either Parry elects to cancel this
Sublease in accordance with the provisions of Section 18.1, the Party canceling the Sublease
shall notify the non -canceling Party of its intent to terminate in writing within ten (10)
Business Days of its receipt of the projected Cumulative Annual Expenses, preliminary
construction costs estimates and/or construction cost as determined by the bids, respectively.
ARTICLE XIX
DEFAULT PROVISIONS
Section 19.1 Events of Default - Bureau.
(a) Events of Bureau's Default. Each of following events is defined as an
Event of Bureau's Default-
(i) The failure of the Bureau to pay any installment of Rent or
Additional Rent, when due and the continuance of the failure for a period of ten (10) days after
notice in writing from the Authority to Bureau;
. (ii) The failure of the Bureau to provide any of the services outlined
in Section 4.1 herein and the continuance of the failure for a period of twenty-four (24) hours.
after notice in writing (which notice shall specify the respects in which the Authority contends
37
97- 647
43
that the Bureau has failed to perform such services) from the Authority to the Bureau; unless
with respect to any default which cannot be cured within twenty-four (24) hours, the Bureau,
or any person holding by, through or under the Bureau, in good faith, promptly after receipt
of written notice, shall have commenced and continued diligently to reasonably prosecute all
actions necessary to cure the default;
(iii) The failure of the Bureau to perform any of the other covenants,
conditions and agreements of this Sublease on the part of the Bureau to be performed; and the
continuance of the failure for a period of thirty (30) days after notice in writing (which notice
shall specify the respects in which the Authority contends that the Bureau has failed to perform
any of the covenants, conditions and agreements) from the Authority to the Bureau, unless
with respect to any default which cannot be cured within thirty (30) days, the Bureau, or any
person holding by, through or under the Bureau, in good faith, promptly after receipt of
written notice, shall have commenced and continued diligently to reasonably prosecute all
action necessary to cure the default;
(iv) The filing of an application by the Bureau: (i) for a consent to the
appointment of a receiver, trustee or liquidator of itself or all its assets; (ii) of a voluntary
petition in bankruptcy or the filing of a pleading in any court of record admitting in writing its
inability to pay its debts as they come due; (iii) of a general assignment for the benefit of
creditors; (iv) of an answer admitting the material allegations of, or its consenting to, or
defaulting in answering, a petition filed against it in any bankruptcy proceeding; or
(v) The entry of an order, judgment or decree by any court of
competent jurisdiction, adjudicating the Bureau as bankrupt, or appointing a receiver, trustee
or liquidator of it or of its assets, and this order, judgment or decree continuing unstayed and
in effect for any period of sixty (60) consecutive days, or if this Sublease is taken under a writ
of execution.
In the event this Sublease is assumed by or assigned to a trustee pursuant
to the provisions of the Bankruptcy Reform Act of 1978 (referred to as Bankruptcy Code) (I I
USC 1 et seq.), and the trustee shall cure any default under this Sublease and shall provide
44 38 , 977 647
® 1 •
adequate assurances of future performance of this Sublease as are required by the Bankruptcy
Code (including, but not limited to, the requirement of Section 365(b)(1)) (referred to as
Adequate Assurances), and if the trustee does not cure such default and provide such Adequate
Assurances under the Bankruptcy Code within the applicable time periods provided by the
Bankruptcy Code, then this Sublease shall be deemed rejected automatically and the Authority
shall have the right immediately to possession of the Subleased Premises and shall be entitled
to all remedies provided by the Bankruptcy Code for damages for breach or termination of this
Sublease.
(b) Remedies in Event of Bureau's Default. The Authority may treat any
one or more of the Event(s) of Bureau's Default as a breach of this Sublease, and thereupon at
its option, without further notice or demand of any kind to Bureau or any other person, the
Authority shall have, in addition to every other right or remedy existing at law or equity, do
any one or more of the following:
(i) Bring an action in court to terminate Bureau's right of possession
under this Sublease . and to collect any other sum of money and damages due under the terms
of this Sublease, however, notwithstanding the foregoing, the Parties agree that the Bureau
shall have the right to cure any Event of Bureau's Default with respect to the payment of Rent,
provided that Bureau pays to the Authority, in addition to the full amount of Rent due, interest
at the rate of eighteen percent (18%) on such amount due for the period commencing on the
date of the Event of Default through the date of such payment, and all reasonable court costs
and attorney's fees.
(ii) Perform, on behalf of and at the expense of Bureau, any
obligation of Bureau under this Sublease which Bureau has failed to perform the cost of which
performance by Authority, together with interest thereon at the rate of eighteen percent (18%)
from the date of such expenditure, shall be deemed Additional Rent and shall be payable by
Bureau to Authority upon demand. Bureau agrees that Authority shall not be liable to Bureau
for any damage resulting to Bureau as a result of such action.
39
97- 647 45
0
•
(c) Waivers and Surrenders to Be in Writing. The receipt of Rent by the
Authority, with knowledge of any breach of this Sublease by the Bureau or of any default on
the part of the Bureau in the observance or performance of any of the conditions, agreements
or covenants of this Sublease, shall not be deemed to be a waiver of any provision of this
Sublease. Notwithstanding the foregoing, Authority must advise Bureau forthwith in writing
of any breach of this Sublease which Authority has knowledge of. No failure on the part of
the Authority to enforce any covenant or provision contained in this Sublease, or any waiver
of any right under it by the Authority, unless in writing, shall discharge or invalidate such
covenant or provision or affect the right of the Authority to enforce it in the event of any
subsequent breach or default. No covenant or condition of this Sublease shall be deemed to
have been waived by the Authority unless the waiver be in writing. Consent of the Authority
to any act or matter must be in writing and shall apply only with respect to the particular act
or matter to which the consent is given and shall not relieve the Bureau from the obligation,
wherever required under this Sublease, to obtain the consent of the Authority to any other act
or matter. The receipt by the Authority of any Rent or any other sum of money or any other
consideration paid by the Bureau after the entry of a judgment granting possession of the
Subleased Premises to the - Authority, shall not reinstate or continue the Term demised unless
so agreed to in writing.
(d) Repeated Defaults. If more than twice during any twelve (12) month
period during the term of this Sublease, Bureau fails to satisfy or comply with the same or
substantially the same requirements or provisions under this Sublease, including the non-
payment when due of Rent of any kind or nature, then at Authority's election, Bureau shall not
have any right to cure such repeated failure to satisfy or comply, the terms and conditions of
the section of this Sublease entitled, "EVENTS OF DEFAULT - BUREAU", notwithstanding,
unless such repeated default arises from acts of God or results from causes or conditions not
attributable, directly or indirectly, to Bureau, its members, employees, agents or others within
Bureau's control. In the event of Authority's election not to allow a cure of a repeated failure
40
M
9'7- 647
to satisfy or comply, Authority shall have all of the rights for an uncured Default provided for
in the section of this Sublease entitled "EVENTS OF DEFAULT - BUREAU".
Section 19.2 Events of Default - Authority.
(a) Events of Authority's Default. The failure of the Authority to perform
any of the covenants, conditions and agreements of this Sublease which are to be performed by
the Authority and the continuance of such failure for a period of thirty (30) days after notice
thereof in writing from Bureau to the Authority (which notice shall specify the respects in
which Bureau contends that the Authority has failed to perform any of such covenants,
conditions and agreements), and unless such default be one which cannot be cured within
thirty (30) days and the Authority within such thirty (30) day period shall have commenced
and thereafter shall continue diligently to prosecute all actions necessary to cure such defaults,
such failure shall constitute an "Event of the Authority's Default".
(b) Bureau's Remedies in Event of Authority's Default. If an Event of the
Authority's Default shall occur, Bureau, may treat any one or more of the Event(s) of
Authority's Default as a breach of this Sublease, and thereupon at its option, by serving
written notice on the Authority, the Bureau shall have, in addition to every other right or
remedy existing at law or equity (but subject to compliance with all Applicable Laws, the
grace periods and cure periods set forth within this Lease, and the requirements pertaining to
arbitration as set forth in Article XX of this Sublease), one or more of the following
remedies:
(i) the right to a writ of mandamus, specific performance, injunction or other
similar relief, available to it under applicable law against the Authority (including any or all of
the members of its governing body, and its officers, agents or representatives) provided,
however, that in no event shall any member of such governing body or any of its officers,
agents or representatives be personally liable for any of the Authority's obligations to Bureau
hereunder;
(ii) the right to obtain damages resulting from such default.
41
97= 647
47
0
0
Section 19.3 Mitigation. Authority and Bureau hereby expressly acknowledge and
agree that each shall have an affirmative obligation to mitigate their respective damages as a
consequence of a default by the other.
ARTICLE XX
ARBITRATION
Section 20.1 Arbitration. A panel of arbitrators ("Arbitration Panel") shall be
established to resolve any controversy, dispute or breach, arising out of or relating to this
Sublease, (excluding any controversy, dispute, breach or Event of Bureau's Default with
respect to the payment of Base Monthly Rent and Airport Operating Expense Rent), including
but not limited to:
a) Non -monetary disputes including alleged defaults of Authority or Bureau.
b) Whenever the term "reasonable" applies to Authority or Bureau's actions either . to
be taken or taken.
c) Wherever under -the Sublease an approval is required which "shall not be
unreasonably withheld or delayed".
d) Monetary disputes other than the payment of Base Monthly Rent and Airport
Operating Expense Rent.
e) Disputes concerning: (i) whether or not a default as described in Section 19.1 has
occurred; (ii) whether or not a default as described in Section 19.1 can or cannot be
cured within the time period set forth in said Section, and/or (iii) whether or not the
Bureau or any person holding by, through or under the Bureau, (in the event of a
default which can not be cured within the time frame required in Section 19.1) has
in good faith and promptly commenced and continued to diligently and reasonably
prosecute all action necessary to cure the default.
The Parties agree that in the event that Authority has commenced an action in court
with respect to an Event of Bureau's Default pertaining to the payment of Base Monthly Rent
and Airport Operating Expense Rent, notwithstanding anything herein to the contrary, the
48 42 97- 647
Bureau may counterclaim and/or litigate any matter in court which is related to or arising out
of Authority's action.
Section 20.2 Procedures. These procedures will govern any arbitration according to
this Sublease.
a) Arbitration will be commenced by: (i) a written demand made by the Executive
Director on behalf of the Authority or a written demand made by the Bureau containing a
statement of the question to be arbitrated and the name and address of its arbitrator; (ii) a
written demand made by the Executive Director on behalf of the Authority at any time after an
alleged Event of Bureau's Default (as described in Section 19.1) specifying the default and the
name and address of its arbitrator or a written demand made by the Bureau specifying the
default and the name and address of its arbitrator at any time after an alleged Event of
Authority's Default (as described in Section 19.2).
b) Within ten (10) days after its receipt of the written demand, the other Party will
give the demandant written notice of the name and address of its arbitrator. Within ten (10)
days after the appointment of the two arbitrators, the two arbitrators shall meet and appoint a
third arbitrator which shall constitute the Arbitration Panel.
c) ' Every member of the Arbitration Panel must be a member of the American
Arbitration Association (hereinafter referred to as a "Member"). In addition to the foregoing
criterion, each Member shall satisfy the following conditions: (i) no Member shall be a person
who is or has been an employee of either the Authority or Bureau during the five (5) year
period immediately preceding his or her appointment; (ii) each Member shall be neutral and
independent of the Parties to this Sublease; (iii) no Member shall be affiliated with either
Parties' auditors; and (iv) no Member shall have a conflict of interest with (including, without
limitation, any bias towards or against) a Party hereto.
d) If either party shall fail to designate a Member within ten (10) days after receipt of
the written demand, then such other party may request the President of the Florida Chapter of
the American Arbitration Association to designate a Member, who, when so designated, shall
43
9- 647 49
act in the same manner as if he had been the Member designated by the parry so failing to
designate an arbitrator.
e) If the two Members appointed by the Parties are unable to agree upon the third
Member within ten (10) days from the last date of designation, then upon the request of either
of the two (2) Members, or either Parry, such third Member shall be designated by the
President of the Florida Chapter of the American Arbitration Association, who shall appoint
such third Member within ten (10) days of the request.
f) A hearing shall be commenced within thirty (30) days following the selection of the
Arbitration Panel. The Parties shall each make'a good faith effort to cooperate with each other
in all respects in connection with the exchange of documents relevant to the subject dispute. A
court reporter shall make a transcript of the hearing. The Parties and the Arbitration Panel
shall use their best efforts to conclude the hearing within ten (10) days. The Parties shall be
entitled to such pre-trial discovery as they may agree, or as determined by the Arbitration
Panel. The Arbitration Panel shall have the right to question witnesses at the hearing, but not
to call witnesses. The Arbitration Panel may grant continuances only by the agreement of both
Parties. The Arbitration Panel may render a decision at the close of the hearing, or may
request briefs on any or all issues. Any and all such briefs, including reply briefs, shall be
filed with the terms and on the schedule set by the Arbitration Panel, but in any event no later
forty-five (45) days following the commencement of the hearing. The Arbitration Panel shall
render a determination within thirty (30) days from the conclusion of the hearing, and in the
event briefs are submitted, within thirty (30) days after receipt of said briefs. If no
determination is rendered within such time, unless the parties agree otherwise, a new
Arbitration Panel shall be selected as described above, but the new Arbitration Panel shall
render a determination solely upon review of the record of the hearing without a further
hearing.
g) All actions, hearings and decisions of the Arbitration Panel shall be conducted,
based upon and in accordance with the Commercial Arbitration Rules of the American
Arbitration Association. In determining any matter before them, the Arbitration Panel shall
50 44 . 9 ' 6 4 '7
apply the terms of this Sublease Agreement, and shall not have the power to vary, modify or
reform any terms or provisions of the Sublease Agreement in any respect. No Arbitrator is
authorized to make an award of punitive or exemplary damages. The Arbitration Panel shall
afford a hearing to the Authority and to the Bureau who shall each have the right to be
represented by counsel at such hearing and to call witnesses, and the right to submit evidence
with the privilege of cross-examination on the question at issue. All arbitration hearings shall
be held at a place designated by the Arbitration Panel in Dade County, Florida.
h) The Arbitration Panel selected hereunder shall agree to observe the Code of Ethics
for Arbitrators in Commercial Disputes promulgated by the American Arbitration Association
and the American Bar Association, or any successor code. The decision of a majority with
respect to any matter referred to it under this Sublease shall be final, binding and conclusive
on the Authority and Bureau and enforceable in any court of competent jurisdiction. Together
with the determination, the Arbitration Panel shall provide a written explanation of the basis
for the determination. Each party shall pay the fees and expenses of the Member of the
Arbitration Panel designated by such party, such parry's counsel and witness fees, and one-half
('/2) of all expenses of the third Member of the Arbitration Panel. The decision of the
Arbitration Panel will be final and non -appealable, and may be enforced according to the laws
of the State of Florida and judgment upon the award rendered by the Arbitration Panel shall be
entered in any Court having jurisdiction thereof.
ARTICLE XXI
NOTICES
Section 21.1 Notice. All notices or other communications which shall or may be
given pursuant to this Sublease shall be in writing and shall be delivered by personal service or
by certified mail addressed to the parties at their respective addresses indicated below or as the
same may be changed in writing from time to time. Such notice shall be deemed given on the
day on which personally served, or if by certified mail, on the fifth day after being posted or
the date of actual receipt, whichever is earlier.
45 97" 647 51
NOTICE TO AUTHORITY:
Executive Director
Miami Sports & Exhibition Authority
444 SW 2 Avenue, 9' Floor
Miami, FL 33130
WITH COPY TO:
NOTICE TO BUREAU:
Executive Director
Greater Miami Convention &
Visitors Bureau
WITH COPY TO:
City Manager Greenberg, Traurig, et al
City of Miami
444 SW 2 Avenue, 10' Floor
Miami, FL 33130
ARTICLE XXII
QUIET ENJOYMENT
Section 22.1. Quiet Enjoyment. The Authority represents, warrants and covenants
that the Bureau, upon paying the Rent and all other charges, and performing all the covenants
and conditions of this Sublease, . shall lawfully and quietly hold, occupy and enjoy the
Subleased Premises during the Term without hindrance or molestation by Authority or any
Persons claiming under the Authority.
ARTICLE XXIII
ESTOPPEL CERTIFICATES
Section 23.1. Estoppel Certificates. The Authority and the Bureau 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 Parry, to execute, acknowledge and deliver to
the other Parry 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
46
52 97- 647
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.
ARTICLE XXIV
REMEDIES CUMULATIVE
Section 24.1. Remedies Cumulative. No remedy conferred upon or reserved to the
Authority or the Bureau shall be considered exclusive of any other remedy, but shall be
cumulative and shall be in addition to every other remedy given under this Sublease
Agreement or existing at law or in equity or by statute; and every power and remedy given by
this Sublease Agreement to the Authority or the Bureau may be exercised from time to time
and as often as occasion may arise, or as may be deemed expedient by the Authority or the
Bureau. No delay or omission of Authority or Bureau to exercise any right or power arising
from any default shall impair any right or power, nor shall it be construed to be a waiver of
any default or any acquiescence in it. The rights of the Authority under this Sublease shall be
cumulative and the failure on the part of the Authority to exercise properly any rights given
hereunder shall not operate to forfeit any of the said rights.
Section 24.2. 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.
ARTICLE XXV
SURRENDER AND HOLDING OVER
Section 25.1. Surrender at End of Term. On the last day of the Term the Bureau shall
peaceably and quietly leave, surrender and deliver the entire Subleased Premises to the
Authority, together with any and all alterations, changes, additions and other improvements
made upon the Subleased Premises, and together with any and all improvements, furniture,
trade fixtures, machinery, equipment or other personal property of any kind or nature, which
47 97- 647
53
the Bureau may have installed or affixed to the Subleased Premises for use in connection with
the operation and maintenance of the Subleased Premises (whether or not the property is
deemed to be fixtures), in their "as is" condition, free and clear of any and all subleasehold
mortgages, liens, encumbrances and claims. If the Subleased Premises are not so surrendered,
the Bureau shall repay the Authority for all expenses which the Authority shall incur by reason
of it, and in addition the Bureau shall indemnify, defend and hold harmless the Authority from
and against all claims made by any succeeding Bureau against the Authority, founded upon
delay occasioned by the failure of the Bureau to surrender the Subleased Premises.
Section 25.2. Rights Upon Holding Over. At the termination of this Sublease
Agreement by lapse of time or otherwise, the Bureau shall yield up immediate possession of
the Subleased Premises to the Authority and, failing so to do, agrees, at the option of the
Authority, to pay to the Authority for the whole time such possession is withheld a sum per
day equal to two hundred (200) percent times 1/365th of the aggregate of the Rent paid or
payable to Authority for the prior Sublease Year as set forth in Article VI.
The provisions of this Article shall not be held to be a waiver by _the Authority of any
right of entry or reentry as set forth in this Sublease Agreement, nor shall the receipt of a sum,
or any other act in apparent affirmance of the tenancy, operate as a waiver of the right to
terminate this Sublease Agreement and the term granted for the period still unexpired for any
breach of the Bureau under this Sublease Agreement.
ARTICLE XXVI
MISCELLANEOUS PROVISIONS
Section 26.1 Ingress and Egress. Subject to rules and regulations, statutes and
ordinances and terms of this Sublease governing the use of the facility, Bureau, its agents,
representatives, members, visitors and invitees shall have ingress and egress to and from the
Subleased Premises.
Section 26.2 Successors and Assigns. This Sublease shall be binding upon the
parties herein, their heirs, executors, legal representatives, successors and assigns.
54
48 97- 647
0 1 0
Section 26.3 Assignability and, Binding Effects. 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 assigns of the parties hereto.
Section 26.4 Amendments. Authority and Bureau by mutual agreement, shall have
the right but not the obligation to amend this Sublease. Such amendments shall be effective
only when signed by Authority and Bureau and shall be incorporated as a part of this Sublease.
Section 26.5 Award of Agreement. Bureau warrants that it has not employed or
retained any person employed by Authority to solicit or secure this Sublease and that it has
not offered to pay, paid, or agreed to pay any person employed by Authority any fee,
commission, percentage, brokerage fee, or gift of any kind contingent upon or resulting from
the award of this Sublease.
Section 26.6 Construction of Agreement. This Sublease shall. be construed and
enforced according to the laws of the State of Florida.
Section 26.7 Attorney's Fees and Expenses. In the event of any litigation between the
parties, all expenses, including reasonable attorneys fees and court costs, at both the trial and
appellate levels incurred the prevailing parry, shall be paid by the non prevailing party.
Section 26.8 Waiver of Jury Trial. The Parties hereby knowingly, irrevocable,
voluntarily and intentionally waive any right either may have to a trial by jury in respect of
any action, 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 Parry
hereto. This waiver of jury trial provision is a material inducement for the Authority and
Bureau entering into the subject transaction.
Section 26.9 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.
49
.97- 647 55
Section 26.10 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 the Bureau and Authority.
Section 26.11 Captions. The captions contained in this Sublease are inserted only as
a matter of convenience and for reference and in no way define, limit or prescribe the scope of
this Sublease or the intent of any provisions thereof.
Section 26.12 Conditions and Covenants. All the provisions of this Sublease
Agreement shall be deemed and construed to be conditions as well as covenants, as though the
words specifically expressing or importing covenants and conditions were used in each
separate provision.
Section 26.13 Bureau Obligations Survive Termination. All obligations of Bureau
hereunder not fully performed as of the expiration or earlier termination of the Term of this
Sublease shall survive the expiration or earlier termination of the Term hereof, including,
without limitation, all payment obligations and all obligations concerning the condition of the
Subleased Premises.
Section 26.14 Radon. 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 regarding Radon and Radon testing
may be obtained from your county public health unit.
Section 26.15 Recording, Documentary Stamps. The parties hereto shall, at the
request of either party, execute a short -form lease and have it properly acknowledged for the
purpose of recording in the Public Records of Dade County, Florida. Such short -form lease
shall have included therein such of the provisions hereof as may be requested by either of the
parties. The cost of any such recordation, cost of any State of Florida documentary stamps
which legally must be attached to any or all of said papers, and the cost of the applicable Dade
County and State transfer tax shall be paid in full by Bureau.
50
56 97- 647
Section 26.16 Duplicate Originals. This Sublease may be executed in any number of
copies, each of which shall constitute an original of this Sublease.
Section 26.17 No Third Party Beneficiaries. Nothing in this Sublease shall confer
upon any person, other than the Parties hereto and their respective successors and permitted
assigns, any rights or remedies under or by reason of this Sublease.
ARTICLE XXVII
AFFIRMATIVE ACTION
Section 27.1 Affirmative Action. Bureau shall have in place an Affirmative
Action/Equal Employment Opportunity Policy and shall institute a plan for its achievement
which will require that action be taken to provide equal opportunity in hiring and promoting
for 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 policy/plan, Bureau shall
submit a Statement of Assurance indicating that their business is in compliance with all
relevant Civil Rights laws and regulations.
Section 27.2 Nondiscrimination. Bureau agrees that there will be no discrimination
against any person based upon race, religion, color, sex, ancestry, age, national origin, mental
or physical handicap, in the use of the Premises and improvements thereof. It is expressly
understood that upon a determination by a court of competent jurisdiction that discrimination
has occurred, Authority shall have the right to terminate this Sublease.
ARTICLE XXVIII
ENTIRE AGREEMENT
Section 28.1 Entire Agreement. This Sublease represents the total agreement
between the parties. All other prior agreements between the parties, either verbal or written,
are superseded by this Sublease and are therefore no longer valid.
51 97- 647 57
IN WITNESS WHEREOF, the parties hereto have individually, through their proper
officials, executed this Sublease the day and year first herein above written.
APPROVED AS TO FORM
AND CORRECTNESS
By:
Print Name & Title
ATTEST:
By:
Print Name & Title
STATE OF FLORIDA
COUNTY OF DADE
MIAMI SPORTS AND EXHIBITION
AUTHORITY
LN
Print Name & Title
The foregoing instrument was acknowledged before me this day of
, 1997, by of the Miami Sports and
Exhibition Authority, He/she is personally known to me or has
produced as identification and who did (did not) take an oath.
Notary Public Signature
Print Name of Notary
Commission No.
52 97- 647
58
•
ATTEST
LOU
Print Name & Title
STATE OF FLORIDA
COUNTY OF DADE
GREATER MIAMI CONVENTION
AND VISITORS BUREAU
LE
Print Name & Title
The foregoing instrument was acknowledged before me this day of
, 1997, by of the Greater. Miami
Convention and Visitors Bureau, a He/she is personally known to me
or has produced as identification and who did (did not) take an
oath.
Notary Public Signature
Print Name of Notary
Commission No.
53
97_ 647 59