The URL can be used to link to this page

Home My WebLink AboutR-94-0585J-94-612 7/15/94 W RESOLUTION NO. A RESOLUTION, WITH ATTACHMENT(S), RELATING TO THE DEVELOPMENT OF AN INTERNATIONAL TRADE CENTER; AUTHORIZING THE DOWNTOWN DEVELOPMENT AUTHORITY ("DDA") TO EXECUTE, IN SUBSTANTIALLY THE ATTACHED FORM, A LEASE AGREEMENT WITH EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES FOR SPACE ON THE FOURTH FLOOR OF THE FORMER JORDAN MARSH BUILDING LOCATED AT 1601 BISCAYNE BOULEVARD, MIAMI, FLORIDA. WHEREAS, the Downtown Development Authority ("DDA") of the { City of Miami, Florida, is in receipt of a Two Million Five Hundred Thousand Dollar ($2,500,000) grant from the Economic f Development Administration of the U.S. Department of Commerce; and WHEREAS, said grant is to be used for developmenl': of an International Trade Center ("Center"); and WHEREAS, the DDA has undergone and completed the competitive Request For Proposals process, selecting the fourth floor of the former Jordan Marsh Building located at 1601 Biscayne Boulevard, Miami, Florida, as the site for the Center; and WHEREAS, the DDA now wishes to finalize a lease agreement with the pwners of record of the above referenced property (Equitable Life Assurance Society of the United States). r'r ; Ci Y CO-1'•�: ISSI©,'Iti OF Reeolution No. 94 -. a5 i i 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 hereby adopted by reference thereto and incorporated herein as if fully set forth in this Section. Section 2. The Downtown Development Authority is hereby authorized-1/ to execute a lease agreement, in substantially the attached form, with Equitable Life Assurance Society of the United States for space on the fourth floor of the former Jordan Marsh Building located at 1601 Biscayne Boulevard, Miami, Florida. Said space is to be utilized for development of an International Trade Center. Section 3. This Resolution shall become effective immediately upon its adoption. PASSED AND ADOPTED this 26th day of July 1994. AT AYH IRAI CITY CLERK PREPARED AND APPROVED BY: .0' E . MAXWELL DE UTY CITY ATTORNEY 4488/JEM/mis Q'&C7-q?4n S WEPHEN P. CLARK, MAYOR APPROVED AS TO FORM AND CORRECTNESS: A. Q N J N S, III CITY TTOR 1/ The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code provisions. -2- 94- 585 01JAV I INDEX TO I INTERNATIONAL MERCHANDISE MART LEASE Basic Lease Information Rider........................I,II,III 1. Premises; Common Areas .............................. 1 { 2. Lease Term; Lease Dates .............................. 1 3. Rent ................................................. 2 4. Security Deposit ..................................... 5 5. Use .................................................. 6 6. Delay of Possession ............. ..... ........... .. 6 7. Acceptance of Premises; Landlord's Work; Covenant of� Purpose, Use and Ownership ........................... 6 B. Parking .............................................. 7 9. Building Services .................................... 8 . 10. Security ............................................. 9 11. Repairs and Maintenance .............................. 10 12. Tenant's Alterations ...... ..... .................... 11 13. Landlord's Additions and Alterations ................. 11 14. Assignment and Subletting ............................ 12 15. Tenant's Insurance Coverage .......................... 12 16. Landlord's Insurance Coverage ........................ 13 17. Subrogation. .................. ...................... 13 18. Damage or Destruction By Casualty .................... 13 19. Condemnation and Eminent Domain ...................... 14 20. Compliance With Laws and Procedures .................. 14 j21. Right of Entry ....................................... 15 22. Default. .. •. 15 23. Landlord's RemediesforTenant'sDefault............. 16 24. Liens ................................................ 16 25. Notices .................. ....... ... .............. 17 26. Mortgage; Estoppel Certificate; Subordination........ 17 i 27. Attornment and Mortgagee's Request ................... 17 i 28. Transfer by Landlord ................................. 18 29. Surrender of Premises; Holding Over .................. 18 30. No Waiver; Cumulative Remedies ....................... 18 31. Waiver ............................................... 18 32. Rules and Regulations ................................ 18 33. Successors and Assigns. .......................... 19 34. Quiet Enjoyment ...................................... 19 35. Entire Agreement ..................................... 19 36. Hazardous Materials .................................. 19 37. Bankruptcy Provisions ................................ 20 38. Right of Expansion ................................... 21 39. Right of Last Refusal ................................ 21 40. Miscellaneous ........................................ 21 94-- 585 `,�' _ w DRAFT BASIC LEASE INFORMATION RIDER INTERNATIONAL MERCHANDISE MART LEASE DATE OF LEASE: 11994.......................pg 1 I LANDLORD: THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES, a New York corporation qualified to do business in the State ofFlorida..............................pg 1 TENANT: DOWNTOWN DEVELOPMENT AUTHORITY, a Florida body corporate................pg PREMISES: Fourth Floor of the former Jordan Marsh of Omni International Mall, 1 1601 Biscayne Blvd., Miami, Florida 33132 ..........................pg f GROSS LEASABLE I AREA OF PREMISES: 65,000 square feet......................pg LEASE COMMENCEMENT DATE: The date the Tenant improvements are completed and a certificate of occupancy is obtained for the Premises...............pg EXPIRATION DATE: Twenty (20) years after the Lease Commencement i Date....................................pg jLEASE TERM: Twenty (20) years.......................pg RENT COMMENCEMENT DATE: The Lease Commencement Date.............pg BASE RENT: $5.00 per square foot. One the fifth (5th) anniversary of the Lease Commencement Date and every five (5) years thereafter during the Lease Term, the Base Rent shall be increased by $.50 per square foot .............................pg OVERHEAD RENT: Tenant's Share of increase in Real Estate taxes over the Base Year.. ....pg I ADDITIONAL RENT: Parking Rent and all other I 94- 585 -"DRAFT charges due under the Lease.............pg TENANT'S SHARE:.................................pg j BASE YEAR FOR { CALCULATION OF OVERHEAD RENT: 1995. SECURITY DEPOSIT i RECEIVED: $0; Provided, however, that a security deposit shall be required from a sublessee approved by Landlord....................pg USE OF PREMISES: International Merchandise, Exposition and Trade Center including permanent and semi -permanent showrooms, conference and exhibition space, for trade shows and other office I uses and auxiliary services, including financial, translating, paperwork processing, regulatory f and freight and shipping services ....... pg ` PROHIBITED USE: No retail use ...........................pg ` TENANT'S ADDRESS FOR NOTICES: Downtown Development Authority 330 Biscayne Boulevard Penthouse Miami, Florida 33131 Fax No. (305) 371-2423 Attn: Executive Director {{ with copies to: City of Miami Law Dept. 300 Biscayne Blvd. Way Suite 300 Miami, Florida 33131 Fax No. (305) 579-3399 Attn: City Attorney I LANDLORD'S ADDRESS FOR NOTICES: The Equitable Life Assurance Society of the United States j_ i Fax No. ( } Attention: with copies to: 94- 585 � III. DRAFT Summa Properties 9200 S. Dadeland Boulevard- Miami Center Suite 100 Miami, Florida 33156 Fax No. ( ) Attention: Mr. Jack Lowell and to: Mastriana & Chritiansen 2750 N. Federal Highway Ft. Lauderdale, Florida 33306 Fax No. (305) 566-1592 Attention: F Ronald Mastriana PROJECT: An International Merchandise, Exposition and Trade Center to be established on the Premises. PARKING:..................................................Pg Number of Parking Spaces in Garage ......pg Parking Spaces for Tenant's Use 50 ......pg Monthly Rate per Parking Space ......pg the rate normally charged to non - retail Tenants in the Building (currently $25.00 per month) INSURANCE: Amount of General Comprehensive Liability$1,000,000.........................pg EXHIBITS: Exhibit A .....[The Premises] Exhibit B .....[The Work Letter) Exhibit C .....[Covenant of Purpose, Use and Ownership) Exhibit D .....[Operator's Proposal) Certain of the information relating to the Lease, including many of the principal economic terms, are set forth in the foreign Basic Lease Information Rider (the "BLI Rider"). The BLI Rider and the Lease are, by this reference, hereby incorporated into one another. In the event of any direct conflict between the terms of the BLI Rider and the terms of the Lease, the BLI Rider shall control. Where the Lease simply supplements the BLI Rider and does not conflict directly therewith, the Lease shall control. IJKAFT IN WITNESS WHEREOF, Landlord and Tenant have signed this BLI Rider as of the day of 1994. "LANDLORD" "TENANT" The EQUITABLE LIFE DOWNTOWN DEVELOPMENT AUTHORITY, ASSURANCE SOCIETY OF THE a Florida body corporate ( UNITED STATES, a New York corporation By: By: Its: Its: Witnesseth: Witnesseth: UKAF1 INTERNATIONAL MERCHANDISE MART LEASE THIS LEASE ("Lease") is made as of the day of 1994, by and between THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES, a New York corporation authorized to do business in the State of Florida ("Landlord"), and DOWNTOWN DEVELOPMENT AUTHORITY, a Florida body corporate ("Tenant"). W I T N E S S E T H: 1. PREMISES; COM14ON AREAS: Landlord leases to Tenant and Tenant leases from Landlord the premises in the Omni International Mall located at 1601 Biscayne Blvd., Miami, Florida 33132 (together with the parking facilities, including those at the Garage, as hereinafter defined, sometimes collectively referred to herein as the "Building") known by that certain floor number set forth in the Basic Lease Information Rider (the "BLI Rider") attached to the front of this Lease and incorporated into this Lease by this reference, which space is more particularly shown on the floor plan attached hereto as Exhibit "A" and by this reference incorporated herein ("Premises"). The parties hereby agree that the Premises contain the number of gross leasable square feet set forth in the BLI Rider. In addition to the Premises, Tenant has the right to use, in common with others, the common areas, as the same may be described from time to time, but which shall always include the garage, the lobby, public entrances, public stairways, public elevators and restrooms of the Building. The common areas serving the Building, including those referenced above, will at all times be subject to Landlord's exclusive control and management in accordance with the terms and provisions of this Lease. 2. LEASE TERM; LEASE DATE: The lease term ("Lease Term") is for the period of time set forth in the BLI Rider, commencing on the Lease commencement date set forth in the BLI Rider ("Lease Commencement Date") and ending on the Lease expiration date set forth in the BLI Rider ("Expiration Date"). Tenant's obligation to pay all rent, including Base Rent, Overhead Rent and Additional Rent, (collectively, "Rent"), as such terms are hereafter defined, will commence on the rent commencement date set forth in the BLI Rider ("Rent Commencement Date"). Notwithstanding the foregoing, the parties agree and acknowledge that the aforesaid Lease Commencement Date and/or the Rent Commencement Date are subject to change pursuant to the work letter attached hereto as Exhibit "B" and by this reference incorporated herein ("Work Letter"). -1- 94- 585 MEMEMEMMN: 3. RENT: A. Base Rent. During the Lease Term, Tenant will pay as the base rent for the Premises ("Base Rent") the amounts set forth in the BLI Rider, with same being payable without demand, setoff or deduction, in advance, on or before the first day of each month, in equal monthly installments as set forth in the BLI Rider plus applicable sales taxes. B. Overhead Rent. During the Lease Term, Tenant shall pay as Overhead Rent ("Overhead Rent"). Tenant's share (as defined in Section E below) of any increases in the amount of real estate taxes for the Building over the amount of real estate taxes paid on the Base Year; C. Payment of Overhead Rent. Tenant shall pay the Overhead Rent not later than thirty (30) days following Tenant's receipt of Landlord's statement, which shall contain a breakdown of the items included therein, in sufficient detail to demonstrate the computation of Tenant's Share as defined in Section E below, and shall be accompanied by such documentation and invoices as shall be reasonably necessary to document Landlord's calculations of Tenant's obligation under this Section. The amount of Overhead Rent shall be calculated on the basis of the net amount of Real Estate Taxes shown in the official Real Estate Tax bill, irrespective of the amount of actually paid by Landlord for such year, whether as a result of a protest or dispute or otherwise. In the event the Real Estate Taxes for any year are contested by Landlord and, as a result thereof, a different amount is ultimately found to be payable, then Landlord and Tenant agree to recalculate the amount of Overhead Rent and any deficiency or overpayment of Overhead Rent shall be paid by Tenant or reimbursed by Landlord, as the case may be, not later than thirty (30) days following the date of the final determination. D. Additional Rent. Tenant agrees to pay, as Additional Rent, all charges relating to parking as set forth in the BLI Rider (the "Parking Rent"), and all other sums payable by Tenant hereunder, including, specifically, the following: (i) "Late Charges". Tenant shall pay to Landlord a late charge on any payment of Rent, which is not received by Landlord within five (5) days following the date when same is due. The Late Charge shall be an amount equal to interest accruing on the outstanding payment at a rate equal to eighteen percent (18%) per annum, from the date such payment is due until the date payment is received by Landlord. -2- (ii) "Sales or Use Tax". Tenant shall pay to Landlord each month the amount of any sales tax, tax on rentals or any other similar charges now existing or hereinafter imposed by Florida law upon the privilege of leasing the Premises or based upon the amount of Base Rent collected therefor. E. Definition of Material Terms. (a) The term "Real Estate Taxes" shall mean the amount of the ad valorem taxes attributable to the Building as shown in the official tax bill issued by the appropriate taxing authority . (b) The term "Tenant's Share" shall mean a percentage obtained by dividing the amount of Base Rent payable annually by Tenant by the total of all amounts payable by all Tenants in the Building as Rent, excluding payments for CAM, parking, late fees and other similar payments and including, specifically, Base Rent and percentage rent, and multiplying such quotient by 100. (Landlord's position is that Tenant's share is based on square footage of the Jordan Marsh Building.) In the event Tenant's Share is changed during a calendar year by reason of a change in the Rent payments by Tenant and by other tenants in the Building, then Tenant's Share shall recalculated on the basis of the aforementioned formula. Tenant's Share shall be determined on the basis of the number, of days during such calendar year applicable to each such Tenant's Share. (c) The term "Rent" shall mean the sum of the Base Rent, the Overhead Rent and the Additional Rent. F. Related Provisions; Payment of Rent (a) All sums due and payable pursuant to the terms and provisions of this Lease shall be paid by Tenant without offset, demand or other credit, and shall be payable only in lawful money of the United States of America which shall be legal tender in payment of all debts and dues, public and private, at the time of payment. All sums payable by Tenant hereunder by check shall be obtained against a financial institution located in the United States of America. The Rent shall be paid by Tenant at the Building management office located in the Building or elsewhere as designated by Landlord in writing to Tenant. (b) If Tenant's possession of the Premises commences on any day other than the first day of the month, Tenant shall occupy the Premises under the terms of this Lease and the pro rata portion of the Rent shall be paid by Tenant; provided, however, that in such an event the Lease Commencement Date, for the purposes of this Lease, shall be deemed to be the first day of the month immediately following the month in which possession is given. -3- 94- 585 (c) Tenant hereby agrees that the Rent to the extent it is, under the terms of this Lease, to be from time to time computed by Landlord shall be final and binding for all purposes of this Lease unless, within thirty (30) days after Landlord provides Tenant with written notice of the amount thereof, Tenant provides Landlord with written notice (i) disputing the mathematical accuracy of such amount (the "Disputed Amount"), (ii) designating an attorney or accountant, reasonably acceptable to Landlord, and appointed by Tenant, at its sole cost and expense, to review the mathematical accuracy of the Disputed Amount with Landlord and/or its designated representatives and (iii) confirming that the Disputed Amount shall not be subject to adjustment, and agreeing to pay all of Landlord's costs and expenses in connection with such review, including attorneys fees and accountants fees, unless as a result thereof the Disputed Amount is demonstrated to contain a mathematical error in excess of five percent (5%) of the Disputed Amount. Landlord hereby agrees, in the event it receives such notice from Tenant, to cooperate in promptly completing such review and promptly refunding any excess portion of the Disputed Amount so long as such excess portion exceeds five percent (5%) of the Disputed Amount. Nothing contained herein shall be deemed to excuse Tenant's obligation to pay Rent pending the resolution of a dispute. 4. USE: Tenants will use and occupy the Premises solely for the operation of the business set forth in the BLI Rider and for no other use whatsoever. Tenant will not commit waste upon the Premises nor suffer or permit the Premises or any part of them to be used in any manner, or suffer or permit anything to be done in or brought into or kept in the Premises or the Building, which would: (i) violate any law or requirement of public authorities, (ii) cause injury to the Building or any part thereof, (iii) annoy or offend other tenants or their patrons or interfere with the normal operations of HVAC, plumbing or other mechanical or electrical systems of the Building or the elevators installed therein, (iv) constitute a public or private nuisance, or (v) alter the appearance of the exterior of the Building or of any portion of the interior other than the Premises pursuant to the provisions of this Lease. Tenant agrees and acknowledges that Tenant shall be responsible for obtaining any special amendments to the certificate of occupancy for the Premises and/or the Building and any other governmental permits, authorizations or consents required solely on account of Tenant's use of the Premises. j 5. POSSESSION: A. Delivery of Possession. Landlord shall deliver possession of the Premises to Tenant upon execution of this Lease. -4- 94- 585 r B. Delay of Possession. If Landlord is unable to deliver possession of the Premises to Tenant by February 1, 1995, by reason of anything other than fault on the part of Tenant or any of Tenant's Agents, as hereafter defined, or on account of an event or condition described in Section 38N Tenant will have the right to terminate this Lease upon written notice delivered to Landlord within ten (10) days after the lapse of said 30-day period. Upon such termination, Landlord and Tenant will each be released from all further liability under this Lease. The failure to complete minor or insubstantial details of construction, decoration or mechanical adjustments shall not be considered a delay in delivery of the Premises. 6. ACCEPTANCE OF PREMISES; LANDLORD'S AND TENANT'S WORK; Improvements to be made to the Premises by Tenant and by Landlord are described in, and shall be made in accordance with the Work Letter. All improvements made to the Premises, which are attached to or incorporated into the Premises, whether such improvements are made by Landlord or Tenant, will become the property of Landlord upon termination of this Lease. The taking of possession by Tenant (or any permitted assignee or subtenant of Tenant) of all or any portion of the Premises for the conduct of business will be deemed conclusive evidence that Tenant has accepted the Premises. 7. EDA GRANT --COVENANT OF PURPOSE, USE AND OWNERSHIP. A. The Grant. Tenant is the recipient of a Two Million Five Hundred Thousand and no/100 Dollars ($2,500,000.00) grant (the "Grant") awarded by the United States Department of Commerce, Economic Development Administration ("EDA") to Tenant, to construct the improvements for the establishment of an International merchandise, exposition and Trade center on the Premises (the "Project"). The terms and conditions of the Grant are described in Special Terms and Conditions of SSED Implementation Grant, Project No.: 04-59-03979 (the "Grant Agreement") a copy of which has been delivered to Landlord, and in the Code of Federal Regulations, Title 13, Part 314 (the "Regulations"). B. Landlord's Covenants. Landlord acknowledges that the Grant Agreement (a) imposes certain restrictions on the use, ownership, encumbering and disposition of the Premises; (b) imposes certain obligations in the event of an "unauthorized use" of the Premises (as defined therein), and (c) requires the execution and recordation of certain documents to evidence the acknowledgment of., and agreement to, the restrictions imposed thereby. In consideration of Tenant's improvement of the Premises with the Grant funds, and the creation of the Project, Landlord agrees as follows: -5- 94- 585 MEMMENIQ (a) For a period of twenty (20) years following the completion of the Project (the "Grant Term"), the sale, lease, transfer, conveyance or mortgage of all or any part of the leasehold interest in the Premises, without the prior written approval of the Assistant Secretary of EDA, shall constitute an "unauthorized use" of the Project. (b) In the event the Landlord regains possession of the Premises, the Landlord, for itself, its successors and assigns, agrees to continue the use of the Premises as an international merchandise, exposition and trade center for the remaining period of the Grant Term. In the event that during the Grant Term the Premises are used for any purpose other than as authorized under the Grant, without the prior written approval of the Assistant Secretary of the EDA, the Landlord will compensate the EDA in the amount of the EDA' s fair share of the Project as provided in the Regulations. The EDA's fair share is the increase, if any, in the appraised fair market value of the Premises at the time of the unauthorized use compared to it value prior to being improved by the Tenant. (c) The Landlord further agrees that, simultaneous with the execution of this Lease, the Landlord shall execute, and, if required, shall, cause Landlord's mortgagees to execute or join in the execution of, and place of record, against the property acquired or improved in whole or in part with the funds made available through the Grant, a Covenant of Purpose, Use, and Ownership, substantially in the form of the instrument attached hereto as "Exhibit C," stating the substance of the condition described in this Section. In the event of a breach of any of these covenants for which the EDA seeks compensation as provided herein, Landlord, on behalf of itself and successors and assigns agrees to pay such compensation as may be sought by EDA. C. Tenant's Covenants. Tenant intends to sublet the Premises to an Operator (as defined in Section 13.B below) to establish and operate the Project pursuant to an agreement which, among other things, will require the Operator to pay to Tenant the sum of $2,500,000 in 15 annual installments of $166,666.66 each (the "Repayment" of the public investment). In the event such agreement is executed, and for as long as such agreement is in effect and to the extent that the above described payments are received by Tenant, Tenant agrees to deposit said payments in a Special Restricted Fund, to be used for the following purposes: (1) The first $500,000 received by Tenant shall be held in reserve (the "Reserve Fund") throughout the first 15 years of the term of the Lease to be used by Tenant's at Tenant's discretion 4 expenses incurred by Tenant, if any, in connection with any i default on the part of the Operator. In the event the Resery Fund or any portion thereof is expended, the next ensuing in allment or installments of Repayment shall be applied first to r lenish the Reserve Fund. .b 6%n1oie -6- 94-- 585 t (2) Funds in excess of $500,000 (the "Excess Funds") shall be used for the following purposes, at Tenant's sole discretion: (a) for any purpose permitted under paragraph (1) above; (b) to finance the improvement or expansion of the Project; (c) activities undertaken by Tenant for the improvement or promotion of the Omni Neighborhood, including the improvement of public areas, signage, promotional literature, area advertising, and special events; and (c) the promotion and furtherance of international trade and business, provided that no funds allocated to this purpose shall exceed one-third (1/3) of the Excess Funds collected nor shall they be used for activities that would be in direct competition with the Project. 8. PARKING: A. General. Landlord shall provide Tenant during the Lease Term with the right to use unassigned, nonexclusive parking spaces in the parking garage attached to the Omni International Mall Complex ("Garage") for the number of parking spaces and at the Parking Rent set forth in the BLI Rider. Such parking spaces may be used only by principals and employees of Tenant and other users of the Premises, as contemplated by the provisions of Section 13 below. Tenant will, subject to Section 8B below, pay Landlord, as Additional Rent, the parking rent (plus tax) each month, in the amount set forth in the BLI Rider, for Tenant's parking spaces in the Garage. In the event Tenant fails to pay Parking Rent with respect to one or more of Tenant's parking spaces, then Tenant shall forfeit the right to use such parking space(s) for which it has not paid Rent. Tenant's right to reinstate the use of such parking space(s) shall depend upon whether such space(s) are available. Tenant acknowledges that its guests and visitors will be charged for parking at then current rates (Tenant may pay for such guest and visitor parking if it elects as specified below). B. Rates. The rates charged for guest or visitor parking shall be the rates established for all guests and visitors of the Building, as such rates may be changed from time to time. Tenant will be billed for monthly parking charges along with normal Rent billing and Tenant may elect, by giving notice to Landlord, to have guest and visitor parking billed to the Tenant, at the same time. 94-- 585 DPAFT C. Reservations. Landlord reserves the right to alter the methods used to control parking and the right to establish such controls and rules and regulations (such as parking stickers to be affixed to vehicles) regarding parking as Landlord may deem desirable. Without liability, Landlord will have the right to tow or otherwise remove vehicles improperly parked, blocking ingress or egress lanes, or violating parking rules, at the expense of the offending tenant and/or owner of the vehicle. D. Conditions. Tenant's right to use, and its right to permit its principals and guests to usp, the parking facilities pursuant to this Lease are subject to the following conditions: (i) Landlord has made no representations or warranties with respect to the parking area, the number of spaces located therein or access thereto; (ii) Landlord reserves the right to reduce the number of spaces in the parking area by not more than ten percent (10%) of the then number of parking area spaces in the parking area and/or change access thereto, provided that some manner of reasonable access to the parking area remains after such change; and either of the foregoing shall not entitle Tenant to any claim against Landlord or to any abatement of Rent (or any part thereof); (iii) Landlord has no obligation to provide security or a parking lot attendant and Landlord shall have no liability on account of any loss or damage to any vehicle or the contents thereof, Tenant hereby agreeing to bear the risk of loss for same; (iv) Tenant, its agents, employees and invitees, shall park their automobiles and other vehicles only where and as designated from time to time by Landlord within the parking area; (v) if and when so requested by Landlord, Tenant shall furnish Landlord with the license numbers of any vehicles of Tenant, its agents and employees; and (vi) Landlord (or the operator of the parking area) may charge Tenant (and/or its employees, invitees and visitors) directly for the parking fee established by Landlord (or such operator) from time to time for the use of such parking area. 9. BUILDING SERVICES: A. General. In general, the services set forth below which are to be provided by Landlord, shall be at a service level set, defined and regulated by Landlord consistent with shopping malls of similar quality to and in the same immediate geographic area as the Building. During the Lease Term, the services shall be provided during the regular business hours of 8:00 a.m. to 9:00 p.m.; Monday through Friday, and on Saturday and Sunday, Noon to 5:00 p.m., except holidays generally recognized by state and federal governments. The Building will be accessible to Tenant, its subtenants, agents, servants, employees, contractors, invitees or licensees (collectively, "Tenant's Agents") at all times twenty four (24) hours per day, seven (7) days a week, fifty two (52) week per year, ("Merchandise Mart Hours"). (1) Janitorial Service: 4 -8- 54-d 585 Tenant shall provide its own janitorial services for the Premises, provided, however, that if these services are provided by a third party contractor, said contractor shall be bonded. (2) Electricity: Tenant shall pay for its own electric power for the Premises. Tenant shall install a separate meter for the electrical use of the Premises. (3) Signage: Tenant shall have the right to install building standard signage on the two (2) entrances to the Premises and on the exterior of the Building on Biscayne Boulevard at Tenant's sole cost and expense. The signage shall comply with all applicable governmental requirements and approvals, and shall be subject to Landlord's reasonable ` approval. f (4) HVAC Services: Landlord agrees to provide, during Business Hours, j heating, ventilating and air conditioning ("HVAC Services") for j the common areas. The Tenant shall install its own HVAC system for the Premises, in accordance with the terms of the Work Letter. Tenant shall pay for its HVAC electrical power consumption which shall be separately metered. The HVAC air distribution system and control system shall be, under the control of Tenant. Who will regulate the systems setting and adjustment for the Premises. (5) Water and Sewer: Landlord agrees to pay for the cost of municipally supplied cold water and sewer services for lavatory purposes. (6) Elevator Service: Landlord will provide both freight and passenger elevator service during Merchant Mart Hours. (7) Security: Landlord currently provides and shall at all times continue to provide security for the Building and the Garage, as more specifically described in Exhibit F. Tenant agrees to abide by all rules and regulations promulgated by Landlord in regards to the security services. B. Interru tion of Services. It is understood and agreed that Landlord does not warrant that any of the services I 94-- 585 -9- r referred to above, or any other services which Landlord may supply, will be free from interruption. Tenant acknowledges that any one or more of such services may be suspended by reason of accident or repairs, alterations or improvements necessary to be made, or by strikes or lockouts, or by reason of operation of law, or other causes beyond the control of Landlord. No such interruption or discontinuance of service will be deemed an eviction or a disturbance of Tenant's use and possession of the, Premises or any part thereof, or render Landlord liable to Tenant for damages or abatement of Rent or relieve Tenant from the responsibility of performing any of Tenant's obligations under this Lease. 10. REPAIRS AND MAINTENANCE: A. Landlord's Responsibilities. During the Lease Term, Landlord shall define, set, and maintain the level of repairs and maintenance for the Building, the common areas, and all other areas serving the Building, in a manner comparable to its current level. Landlord's responsibilities with respect to this paragraph include the following: (1) the structural and roof systems of the Building and Garage, (2) the Building standard electrical and mechanical systems, excluding the systems described in, subsection B(2) below, (3) the primary water and sewer systems of the Building, (4) the Building common areas and the common area furniture, fixtures, and equipment, (5) the landscaped areas in and about the Building, (6) the parking lot(s) and garage(s) of the Building, and (7) replacement of Building standard light bulbs in the common areas. B. Tenant's Responsibilities. During the Lease Term, Tenant will repair and maintain (and, at Tenant's option, replace) the following at Tenant's expense: (1) The interior portion of the demising walls, the interior partition walls of the Premises and their wall - covering, and the entry door to the Premises. (2) The electrical and mechanical systems which have been installed by either Landlord or Tenant, for the exclusive use and benefit of Tenant, including the HVAC system installed by Tenant for the Premises. (3) The floor covering of the Premises, including VAT flooring, ceramic tiles, marble, wood flooring, or similar coverings. (4) All cabinets and millwork (regardless of ownership) so long as said cabinets and millwork are for the exclusive use and benefit of Tenant. (5) All other personal property, improvements or fixtures in the Premises, including, but not limited to, the following: (a) ceiling tiles and ceiling grid, (b) molding or -10- 94- 585 other woodwork and panelling, (c) light fixtures and bulbs, (d) draperies, blinds and wallhangings, (e) glass partition walls, (f) water closets and kitchen areas, (g) doors and locksets, and (h) vaults, safes, or secured areas. 11. TENANT'S ALTERATIONS: A. General. During the Lease Term, Tenant will make no structural nor any major alteration, addition or improvement in or to the Premises, without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. For this purpose a "major alteration" shall be any work affecting the structural components of the Building, or any other work involving an expenditure in excess of $10,000.00. 12. LANDLORD'S ADDITIONS AND ALTERATIONS: Landlord has the right to make changes in and about the Building, garages and parking areas, including, but not limited to, signs, entrances, address or name of Building. Such changes may include, but not be limited to, rehabilitation, redecoration, refurbishment and refixturing of the Building and expansion of or structural changes to the Building. The right of Tenant to quiet enjoyment and.peaceful possession given under the Lease will not be deemed breached or interfered with by reason of Landlord's actions pursuant to this paragraph so long as such actions do not materially deprive Tenant of its use and enjoyment of the Premises nor materially affect Tenant's business. 13. ASSIGNMENT AND SUBLETTING: A. General. Tenant agrees not to assign, mortgage, hypothecate, pledge, or encumber this Lease, or any part thereof, or sublet the Premises, or any part thereof, or permit the Premises, or any part thereof, to be used or occupied by others, intentionally or by operation of law, without the prior written consent of Landlord. Any of same, or attempt at same, is a material default hereunder and is null, void and of no force or effect whatsoever. If Landlord consents to an assignment or sublet, such assignment or subletting will not relieve Tenant of its obligations or liabilities under this Lease unless specifically agreed by Landlord. If Tenant is an entity, other than a corporation whose shares are traded on a nationally recognized stock exchange, any change to the structure of such entity or any disposition(s) of any of the interests therein by sale, assignment, operation of law or otherwise, or any change in the power to vote the interests therein, will be treated a prohibited assignment of this Lease requiring Tenant to obtain Landlord's prior written consent. B. LANDLORD'S APPROVAL OF TENANT'S "OPERATOR" -11- Landlord acknowledges that Tenant has entered into this Lease for the purpose of subletting the Premises to an International merchandise, exposition and Trade Center Operator (the "Operator"). Landlord further acknowledges that inherent in the operation of an International merchandise, exposition and Trade Center is the rental of space within the Premises to the "members" or "participants", as more specifically described in the Operator's proposal, attached hereto as Exhibit "E". Tenant agrees that: (i) the Operator shall be subject to Landlord's reasonable approval, which shall be given or withheld within sixty (60) days following Landlord's receipt of Operator's financial information and; (ii) upon execution of a Sublease Agreement, and as a condition to Landlord's consent thereto Tenant or the Operator_ shall pay to Landlord a Security Deposit in the sum of $50,000.00 or in such lower amount, or such other security, as the parties may agree. 14. TENANT'S INSURANCE COVERAGE: A. General. Tenant agrees that, at all times during the Lease Term (as well as prior and subsequent thereto if Tenant or any of Tenant's Agents should then use or occupy any portion of the Premises), it will keep in force, with an insurance company licensed to do business in the State of Florida, and at least A -rated in the most current addition of Best's Insurance Reports and otherwise acceptable to Landlord, (i) without deductible, comprehensive general liability insurance, including coverage for bodily injury and death, property damage and personal injury and contractual liability as referred to below, in the amount of not less than the amount set forth in the BLI Rider, combined single limit per occurrence for injury (or death) and damages to property, (ii) with deductible of not more than Five Thousand Dollars ($5,000.00), insurance on an All Risk or Physical Loss" basis, including sprinkler leakage, vandalism, malicious mischief, fire and extended coverage, covering all improvements to the Premises, fixtures, furnishings, removable floor coverings, equipment, signs and all other decoration or stock in trade, in the amounts of not less than the full replacement value thereof, and (iii) workmen's compensation and employer's liability insurance, if required by statute. Such policies will: (i) include Landlord and such other parties as Landlord may reasonably designate as additional insured's, (ii) be considered primary insurance, and (iii) provide that it may not be cancelled or changed without at least thirty (30) days prior written notice from the company providing such insurance to each party insured thereunder. Tenant will also maintain throughout the Lease Term worker's compensation insurance with not less than the maximum statutory limits of coverage. B. Evidence. The insurance coverages to be provided by Tenant will be for a period of not less than one year. At least fifteen (15) days prior to the Lease Commencement Date, Tenant will deliver to Landlord original certificates of all such paid up insurance; thereafter, at least fifteen (15) days prior to the DRAF1 expiration of any policy Tenant will deliver to Landlord such original certificates as will evidence a paid up renewal or new policy to take the place of the one expiring. 15. LANDLORD'S INSURANCE COVERAGE: Landlord will at all times during the Lease Term maintain a policy or policies of insurance insuring the Building against loss or damage by fire, explosion or other hazards and j contingencies typically covered by insurance for an amount acceptable to the mortgagees encumbering the Building. Landlord reserves the right to self insure in lieu of maintaining such policies. 16. SUBROGATION: A. General. Each party will look first to any } insurance in its favor before making any claim against the other party for recovery for loss or damage resulting from fire or i other casualty. B. Exclusions. Tenant acknowledges that Landlord 4 will not carry insurance on improvements, furniture, furnishings, trade fixtures, equipment installed in or made to the Premises by or for Tenant, and Tenant agrees that Tenant, and not Landlord, will be obligated to promptly repair any damage thereto or replace the same. 17. DAMAGE OR DESTRUCTION BY CASUALTY: A. Absolute Right to Terminate. If by fire or other casualty the Premises are damaged or destroyed to the extent of twenty five -percent (25%) or more of the replacement cost thereof, or the Building is damaged or destroyed to the extent of twenty-five per cent (25%) or more of the replacement cost thereof, both Landlord and Tenant will have the option of terminating this Lease or any renewal thereof by serving written notice upon the other party within thirty (30) days from the date of the casualty and any prepaid Rent will be prorated as of the ` date of destruction and the unearned portion of such Rent will be refunded to Tenant without interest. f B. Rent Adjustments. In the event of restoration by Landlord and Tenant does not exercise its right to terminate, all t Rent paid in advance shall be apportioned as of the date of damage or destruction and all such Rent thereafter accruing shall be equitably and proportionately adjusted according to the nature and extent of the destruction or damage, pending substantial completion of rebuilding restoration or repair. In the event the destruction or damage is so extensive as to make it unfeasible for Tenant to conduct Tenant's business in the Premises, Rent under this Lease will be completely abated until the Premises are substantially restored by Landlord or until Tenant resumes use and occupancy of the Premises, whichever shall -13- 94- 585 DRAF"t first occur. Landlord will not be liable for any damage to or any inconvenience or interruption of business of Tenant or any of Tenant's Agents occasioned by fire or other casualty. 18. CONDEMNATION AND EMINENT DOMAIN: A. Absolute Right to Terminate. If all or a material part (25% or more) of the Premises or the Building or the Garage is taken for any public or quasi -public use under any governmental law, ordinance or regulation or by right of eminent domain or by purchase in lieu thereof, and the taking would prevent or materially interfere with the use of the Premises for the purpose for which they are then being used, as described in the Operator's Proposal, this Lease will terminate and 'the Rent will be abated during the unexpired portion of this Lease effective on the date physical possession is taken by the condemning authority. B. Obligation to Restore. In the event an immaterial part of the Premises or the Building or the parking spaces is taken for any public or quasi -public use under any governmental law, ordinance or regulation, or by right of eminent domain or by purchase in lieu thereof, and this Lease is not terminated as provided in subsection A above, then Landlord shall, subject to the remaining provisions of this Section 18, at Landlord's expense, restore the Premises to the extent necessary to make them reasonably tenantable. The Rent payable under this Lease during the unexpired portion of the Lease Term shall be adjusted to such an extent as may be fair and reasonable under the circumstances. C. Qualifications. Notwithstanding the foregoing, Landlord's obligation to restore exists (i) only if and/or to the extent, that the condemnation or similar award received by Landlord is sufficient to compensate Landlord for its loss and its restoration costs and/or (ii) the area unaffected by the condemnation or similar proceeding may, as determined by Landlord's reasonable business judgment, be restored as a profitable, and self functioning unit. 19. COMPLIANCE WITH LAWS AND PROCEDURES: A. Compliance. Tenant, at its sole cost, will promptly comply with all applicable laws, guidelines, rules, regulations and requirements, whether of federal, state, or local origin, applicable to the Premises, including, but not limited to, the Americans with Disabilities Act, 42 U.S.C. Section 12101 et seq, and those for the correction, .prevention and abatement of nuisance, unsafe conditions, or other grievances arising from or pertaining to the use or occupancy of the Premises. Tenant acknowledges that (i) the Premises and the parking facilities may contain potentially hazardous substances, including, but not limited to, asbestos containing materials, radon gas, mineral fibers, and other like materials (all of such materials are -14- 04- 585 referred to herein as "Environmental Concerns") and (ii) Tenant has been advised that the Premises and the Building do contain asbestos containing materials. Accordingly, Tenant agrees that Tenant and Tenant's Agents shall comply with all operation and maintenance programs and guidelines implemented or promulgated from time to time by Landlord or its consultants, including, but not limited to, those matters set forth in subsections B and C below, in order to reduce tiie risk to Tenant, Tenant's Agents or any other tenants of the Building of injury from Environmental Concerns. B. Notice Prior to Work. Tenant shall provide fifteen (15) days notice to Landlord prior to the performance by Tenant, Tenant's Agents or contractors of any structural repairs, renovation and/or maintenance, to the Premises. Such notice shall include a detailed description of the work contemplated. Tenant shall not perform, or cause to be performed, any such repair, renovation and/or maintenance without obtaining all required permits and governmental approvals and without the written consent of Landlord, which consent shall not be unreasonably withheld. All repair, renovation and/or maintenance work must be performed in accordance with the reasonable terms of Landlord's consent. C. Asbestos Removal. Prior to the Lease Commencement Date, Landlord shall remove the asbestos located in the Building, including the Premises. Tenant agrees to reimburse Landlord the cost of removing the asbestos in the Premises provided such reimbursement is made out of the funds from the Grant, that the asbestos removal has been made in accordance with all applicable regulations, and the payment thereof from the Grant funds is approved by DEA. Tenant's obligations hereunder shall not exceed the sum of $ D. Radon. In accordance with Florida Law, the following disclosure is hereby made: RADON GAS: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risk 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. 20. RIGHT OF ENTRY: Landlord and its agents will have the right to enter the Premises during reasonable hours, and after reasonable notice, to make necessary repairs to the Premises. In the event of an emergency, Landlord or its agents may enter the Premises at any time, without notice, to appraise and correct the emergency -15- 94-- 585 t condition. Said right of entry will, after reasonable notice, likewise exist for the purpose of removing placards, signs, fixtures, alterations, or additions which do not conform to this Lease. Landlord or its agents will have the right, after reasonable notice, to exhibit the Premises to prospective tenants within one hundred and eighty days (180) before the Expiration Date of the Lease. 21. DEFAULT: A. Events of Default: The occurrence of any one of the following, shall constitute an Event of Default by Tenant: (1) Tenant fails to make any payment of Rent (except for failure to pay Parking Rent which shall not constitute a default under this Lease) when due and such failure continues for a period of five (5) days; or (2) Tenant vacates, abandons or surrenders all or any part of the Premises prior to the Expiration Date; or (3) Tenant fails to perform or comply with a material term or condition of this Lease including payment of utility for.the Premises; or (4) Attachment, execution or other judicial seizure of all or substantially all of Tenant's assets located at the Premises, or of Tenant's interest in this Lease; or (5) Tenant or any of its successors or assigns files a voluntary petition in bankruptcy, reorganization or arrangement, is adjudicated bankrupt, or makes an assignment for the benefit of creditors or files any petition for similar relief under any present or future statute, law or regulation relating to relief of debtors; or (6) Tenant or any of its successors or assigns has an involuntary petition in bankruptcy, reorganization or arrangement filed against it and such proceeding if not dismissal within ninety (90) days after the commencement of any such action; or (7) Tenant is dispossessed from the Premises (other than by Landlord) by process of law or otherwise; or (8) Tenant holds over the Premises after the Expiration Date without Landlord's prior written consent, which may be withheld in Landlord's sole discretion; or (9) Tenant violates any of the covenants or restrictions set forth in the rules and regulations which may, from time to time, be promulgated by Landlord with reference to the Premises, or any portion thereof, or to the Building; or -16- 94- 585 M (10) The occurrence of a default under the Grant Agreement, which is not cured within the applicable grace period, if any, which default is not caused by Landlord; or (11) The use of the Premises for retail sales, or any other prohibited use of the Premises; or (12) The occurrence of an event of default under a Sublease Agreement which, under its terms, grants the Landlord, as Owner, the right to terminate the Sublease, and which default is riot cured by Tenant in the manner provided in the Sublease. In the event of a default under this Lease, Landlord may pursue the remedies provided in Section 22 of this Lease. B. Tenant's Grace Period. Except for defaults under subsections A(1) and (12) above, Tenant shall have a period of thirty (30) days, to cure a default under this Lease after receipt of notice from Landlord specifying the nature of such default. The cure period for defaults under subsections A(1) and (12) shall be seven (7) days after receipt of notice. The thirty (30) days grace period shall be extended (as may be reasonably required) if the default is of a nature that it cannot be completely cured within said thirty (30) period and steps have been diligently commenced and continuously pursued in good faith by Tenant to cure or remedy the default within such thirty ( 30 ) day period. If the default is not cured after the expiration of the grace period, then Landlord may pursue remedies provided in Section 22 of this Lease. Tenant agrees that Landlord shall not be required to extend the grace period with respect to defaults under subsections A(1) and (12). C. Landlord's Default. If Tenant asserts that Landlord has failed to meet any of its obligations under this Lease, Tenant shall provide written notice ("Notice of Default") to Landlord specifying the alleged failure to perform, and Tenant shall send by certified mail, return receipt requested, a copy of such Notice of Default to any and all mortgage holders, provided that Tenant has been previously advised of the address(es) of such mortgage holder(s). Landlord shall have a period of thirty (30) days after receipt of the Notice of Default in which to cure any non-performance by Landlord. This grace period shall be extended if the non-performance is of a nature that it cannot be completely cured within said thirty (30) day period and steps have been diligently commenced and continuously pursued in good faith by Landlord to cure or remedy the non-performance within such ten (10) day period. If the non-performance is not cured after the grace period then Landlord shall be in default under this Lease. 22. LANDLORD'S REMEDIES FOR TENANT'S DEFAULT -17- 54-5 DRAFa"I" A. Non Recourse Lease. Landlord understands and agrees that this is a Non -Recourse Lease and that in no event will Landlord seek any monetary damages, nor a deficiency judgement against Tenant, anything herein to the contrary notwithstanding. Landlord's sole remedy under this Lease, with respect to the Tenant shall be to terminate this Lease and relet the Premises. B. Termination of Lease. Upon the occurrence of an event of defaul—t which is not cured within the applicable grace period Landlord may seek to terminate this Lease by giving Tenant written notice of Landlord's intent to terminate the Lease at a date not earlier than thirty (30) days after Tenant's receipt of Landlord's notice (the "Effective Termination Date"). The Lease shall be deemed terminated or the Effective Termination Date unless, prior to that date, Tenant has cured all of the defaults or has commenced to cure and diligently proceeds to cure all defaults which cannot be reasonably cured within said thirty (30) day period. Upon termination of Lease, Tenant agrees that Landlord shall have immediate right of possession of the Premises. C. Other Remedies. To the extent that there is no conflict with the non -recourse protection hereby afforded to Tenant under Section A. above, Landlord shall have, in the event of a Bankruptcy related default, the additional remedies described in Section 36 below. 23. LIENS: A. General. In accordance with the applicable provisions of the Florida Mechanic's Lien Law and specifically Florida Statutes, Section 713.101 no interest of Landlord in the Premises, or in the underlying land or Building of which the Premises are a part shall be subject to any liens for improvements made by Tenant or caused to be made by Tenant hereunder. Tenant agrees to notify the contractor making any improvements to the Premises of this provision exculpating Landlord's liability for such liens prior to the commencement of any work. B. Default. Notwithstanding the foregoing, if any mechanic's lien or other lien, attachment, judgment, execution, writ, charge or encumbrance is filed against the Building or the Premises or this leasehold, or any fixtures or improvements therein or thereto, as a result of any work, action or inaction done by or at the direction of Tenant or any of Tenant's Agents, Tenant will discharge same of record within thirty (30) days after the filing thereof, failing which Tenant will be in default under this Lease. In such event, without waiving Tenant's default, Landlord, in addition to all other available rights and remedies, without further notice, may discharge the same of record by payment, bonding or otherwise, as Landlord may elect, -ls- 94-- 585 DRA-t c-o and upon request Tenant will reimburse Landlord for all costs and expenses so incurred by Landlord. 24. NOTICES: Notices to Tenant under this Lease (as well as the required copies thereof) will be addressed to Tenant (and its agents) and mailed or delivered to the address set forth for Tenant in the BLI Rider. Notices to Landlord under this Lease (as well as the required copies thereof) will be addressed to Landlord (and its agents) and mailed or delivered to the address set forth in the BLI Rider. All notices to Tenant or Landlord will be personally delivered or given by registered or certified mail, return receipt requested. Notices delivered personally will be deemed to have been received as of the date of delivery and notices given by mail will be deemed to have been received forty-eight (48) hours after the date said properly addressed notice is placed in the mail in accordance with the foregoing. Each party may change its address from time to time by written notice given to the other as specified above. 25. MORTGAGE; ESTOPPEL CERTIFICATE; SUBORDINATION AND NON -DISTURBANCE. Subject to the restrictions imposed by the Grant Agreement, as described in Section 7 above, Landlord has the unrestricted right to convey, mortgage and refinance the Building, or any part thereof. Tenant agrees, within ten (10) days after receipt of Landlord's notice, to execute and deliver to Landlord or its mortgagee or designee such instruments as Landlord or its mortgagee may reasonably require, certifying the amount of the security deposit, if any, and whether this Lease is in full force and effect, and listing any modifications. This estoppel certificate is intended to be solely for the benefit of Landlord and Tenant shall have no liability whatsoever to (and Landlord shall indemnify and hold harmless the Tenant in connection with) any purchaser or mortgagee of Landlord, or any purchaser or assignee of Landlord's mortgage which chooses to rely on the estoppel certificate. The estoppel certificate will also contain such other information as Landlord or its designee may reasonably request. This Lease is and at all times will be subject and subordinate to all present and future mortgages or ground leases which may affect the Building and/or the parking garage(s), and to all recastings, renewals, modifications, consolidations, replacements, and extensions of any such mortgage(s), and to all increases and voluntary and involuntary advances made thereunder. The foregoing will be self -operative and no further instrument of subordination will be required. Landlord hereby agrees that upon request, it shall obtain and deliver to Tenant a Non -Disturbance Agreement from the holder(s) of any mortgage(s) on the Land, the Building or the Premises. 26. ATTORNMENT AND MORTGAGEE'S REQUEST: -19- 94- 585 DRAPI- A. Attornment. If any mortgagee of the Building comes into possession or ownership of the Premises, or acquires Landlord's interest by foreclosure of the mortgage or otherwise, upon the mortgagee's request Tenant will attorn to the mortgagee. B. Estoppel Letter_. Tenant agrees that within fifteen (15) days after request by any mortgagee of the Building, Tenant will execute, acknowledge and deliver to the mortgagee a notice in form and substance satisfactory to the mortgagee, setting forth such information as the mortgagee may require with respect to this Lease and/or the Premises. If for any reason Tenant does not timely comply with the provisions of this paragraph, Tenant will be deemed to have confirmed that this Lease is in full force and effect with no defaults on the part of either part and without any right of Tenant to offset, deduct or withhold any Rent. 27. TRANSFER BY LANDLORD: If Landlord's interest in the Building terminates by reason of a bonafide sale or other transfer, Landlord will, upon transfer of the Security Deposit to the new owner and the new owners' acceptance of Landlord's obligations under the Grant Agreement, as set forth in Section 7 above, thereupon automatically be released from all further liability to Tenant under this Lease. 28. SURRENDER OF PREMISES: HOLDING OVER: A. Surrender. Tenant agrees to surrender the Premises to Landlord on the Expiration Date (or sooner termination of the Lease Term pursuant to other applicable provisions hereof) in as good condition as they were at the commencement of Tenant's occupancy, ordinary wear and tear, and damage by fire and windstorm excepted. At the expiration or termination of the Lease Term, Tenant shall deliver to Landlord all keys to the Premises and make known to Landlord the location and combination of all safes, locks and similar items. B. Restoration. In all events, Tenant will promptly restore all damage caused in connection with any removal of Tenant's personal property. Tenant will pay to Landlord, upon request, all damages that Landlord may suffer on account of Tenant's failure to surrender possession as and when aforesaid. C. Removal. Upon expiration of the Lease Term, Tenant will not be required to remove from the Premises Building standard items installed by Landlord or other improvements or fixtures which are attached to the Premises or which, if removed could damage the Premises. D. Holdover. Without limiting Landlord's rights and remedies, if Tenant holds over in possession of the Premises beyond the end of the Lease Term, during the holdover period the --20- 94-- 585 DRAF1 Rent will be double the amount of the Rent due and payable for the last month of the Lease Term. E. No Surrender. No offer of surrender of the Premises, by delivery to Landlord or its agent of keys to the Premises or otherwise, will be binding on Landlord unless accepted by Landlord, in writing, specifying the effective surrender of the Premises. At the expiration or termination of the Lease Term, Tenant shall deliver to Landlord all keys to the Premises and make known to Landlord the location and combinations of all locks, safes and similar items. No receipt of money by Landlord from Tenant after the Expiration Date (or sooner termination) shall reinstate, continue or extend the Lease Term, unless Landlord specifically agrees to same in writing signed by Landlord at the time such payment is made by Tenant. 29. NO WAIVER; CUMULATIVE REMEDIES: A. No Waiver. No waiver of any provision of this Lease by either party will be deemed to imply or constitute a further waiver by such party of the same or any other provision hereof. The rights and remedies of Landlord under this Lease or otherwise are cumulative and are not intended to be exclusive and the use of one will not be taken to exclude or waive the use of another, and Landlord will be entitled to pursue all rights and remedies available to landlords under the laws of the State of Florida. 30. WAIVER: To the extent permitted by law, the Parties hereby waive the right to a jury trial. 31. RULES AND REGULATIONS: r Tenant agrees to abide by all rules and regulations attached hereto as Exhibit "D" and incorporated herein by this reference. 32. SUCCESSORS AND ASSIGNS: This Lease will be binding upon and inure to the benefit of the respective heirs, personal and legal representatives successors and permitted assigns of the parties I hereto. 33. QUIET ENJOYMENT: In accordance with and subject to the terms and provisions of this Lease, Landlord warrants that it has full right to execute and to perform under this Lease and to grant the estate demised and that Tenant, upon Tenant's payment of the Irequired Rent and performing of all of the terms, conditions, -21- 94- 585 covenants, and agreements contained in this Lease, shall peaceably and quietly have, hold and enjoy the Premises during the full Lease Term, 34. ENTIRE AGREEMENT: This Lease, together with the BLI Rider, exhibits, schedules, addenda and guaranties (as the case may be) fully incorporated into this Lease by this reference, contains the entire agreement between the parties hereto regarding the subject matters referenced herein and supersedes all prior oral and written agreements between them regarding such matters. This Lease may be modified only by an agreement in writing dated and signed by Landlord and Tenant after the date hereof. 35. HAZARDOUS MATERIALS: Tenant shall, at its own 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, manufacture, storage, disposal or transportation of any oil, flammable explosives, asbestos, urea formaldehyde, radioactive materials or waste, infectious waste, or other hazardous, toxic, contaminated or polluting materials, substances or wastes, including, without limitation, any "hazardous substances," "hazardous wastes," "hazardous materials" or "toxic substances" under any such laws, ordinances or regulations (collectively, "Hazardous Materials"). Tenant shall, at its own 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 Premises required for Tenant's use of any Hazardous Materials in or about the Premises in conformity with all applicable Hazardous Materials Laws and prudent industry practices regarding management of such Hazardous Materials. Landlord recognizes and agrees that Tenant may use materials in normal quantities that are applicable to general office use and that such use by Tenant shall not be deemed a violation of this Section, so long as the levels are not in violation of any Hazardous Materials Laws. Upon termination or expiration of the Lease, Tenant shall, at its own expense, cause all Hazardous Materials placed in or about the Premises by Tenant or at Tenant's direction to be removed from the Premises and Building Common Area and transported for use storage or disposal in accordance and compliance with all applicable Hazardous Materials Laws. Landlord acknowledges that it is not the intent of this Article to prohibit Tenant from operating its business as described in this Lease. Tenant may operate its business according to the custom of the industry so long as the use or presence of Hazardous Materials i_s strictly and properly monitored according to all applicable governmental requirements. -aa- 94- 585 36. BANKRUPTCY PROVISIONS. A. Event of Bankruptcy. If this Lease is assigned to any person or entity pursuant to the provisions of the United States Bankruptcy Code, 11 U.S.C. Section 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 Landlord, shall be and remain the exclusive property of Landlord, and shall not constitute the property of Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting Landlord's property under this Section not paid or delivered to Landlord shall be held in trust for the benefit of Landlord and shall be promptly paid or delivered to Landlord. Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed without further act or deed to have assumed all of the obligations arising under this Lease on and after the date of such assignment. B. Additional Remedies. In addition to any rights or remedies herein before or hereinafter conferred upon Landlord under the terms of this Lease, the following remedies and provisions shall specifically apply in the event Tenant engages in any one or more of the acts contemplated by the provisions of Section 22.A., 2A, (4), (5) or (7) of this Lease: (1) In all events, any receiver or trustee in bankruptcy shall either expressly assume or reject this Lease within sixty (60) days following the entry of an "Order for Relief" or within such earlier time as may be provided by applicable law. (2) In the event of an assumption of this Lease by a debtor or by a trustee, such debtor or trustee shall within fifteen (15) days after such assumption (i) cure any default or provide adequate assurance that defaults will be promptly cured; (ii) compensate Landlord for actual pecuniary loss or provide adequate assurance that compensation will be made for actual monetary loss, including, but not limited to, all attorneys, fees and costs incurred by Landlord resulting from any such proceedings; and (iii) provide adequate assurance of future performance. (3) Where a default exists under this Lease, the trustee or debtor assuming this Lease may not require Landlord to provide services or supplies incidental to this Lease before its assumption by such trustee or debtor, unless Landlord is compensated under the terms of this Lease for such services and supplies provided before the assumption of such Lease. (4) The debtor or trustee may only assign this Lease if (i) it is assumed and the assignee agrees to be bound by -23- 94- 585 i this Lease, (ii) adequate assurance of future performance by the signee is provided, whether or not there has been a default L..der this Lease, and (iii) the debtor or trustee has received Landlord's prior written consent pursuant to the provisions of this Lease. Any consideration paid by any assignee in excess of the rental reserved in this Lease shall be the sole property of, and paid to, Landlord. (5) Landlord shall be entitled to the fair market value for the Premises and the services provided by Landlord (but in no event less than the rental reserved in this Lease) subsequent to the commencement of a bankruptcy event. (6) Any security deposit given by Tenant to Landlord to secure the future performance by Tenant of all or any of the terms and conditions of this Lease shall be automatically transferred to Landlord upon the entry of an "Order of Relief". (7) The parties agree that Landlord is entitled to adequate assurance of future performance of the terms and provisions of this Lease in the event of an assignment under the provisions of the Bankruptcy Code. For purposes of any such assumption or assignment of this Lease, the parties agree that the term "adequate assurance" shall include, without limitation, at least the'following: (i), any proposed assignee must have, as demonstrated to Landlord's satisfaction, a net worth (as defined in accordance with generally accepted accounting principles consistently applied) in an amount sufficient to assure that the proposed assignee will have the resources to meet the financial responsibilities under this Lease, including the payment of all Rent; the financial condition and resources of Tenant are material inducements to Landlord entering into this Lease; (ii) any proposed assignee must have engaged in the permitted use described in the BLI Rider for at least five (5) years prior to any such proposed assignment, the parties hereby acknowledging that in entering into this Lease, Landlord considered extensively Tenant's permitted use and determined that such permitted business would add substantially to the tenant balance in the Project, and were it not for Tenant's agreement to operate only Tenant's permitted business on the Premises, Landlord would not have entered into this Lease, and that Landlord's operation of the Project will be materially impaired if a trustee in bankruptcy or any assignee of this Lease operates any business other than Tenant's permitted business; (iii) any assumption of this Lease by a proposed assignee shall not adversely affect Landlord's relationship with any of the remaining tenants in the Project taking into consideration any and all other "use" clauses and/or "exclusivity" clauses which may then exist under their leases with Landlord; and (iv) any proposed assignee must not be engaged in any business or activity which it will conduct on the Premises and which will subject the Premises to contamination by any Hazardous Materials. 37. RIGHT OF FIRST OFFER. -24- 94- 585 Provided that Tenant is not in default under this Lease the Landlord hereby grants Tenant the right of first offer to lease the fifth floor of the Building, to be exercised by Tenant within thirty (30) days after receipt of Landlord's Notice setting forth the terms of the offer. This provision shall expire thirty (30) days following the fifth anniversary of the Lease Commencement Date. 38. MISCELLANEOUS: A. If any term or co lition of this Lease or the application thereof to any perso, or circumstance is, to any extent, invalid or unenforceable, the remainder of this Lease, or the application of such term or condition to persons or circumstances other than those as to which it is held invalid or unenforceable, is not to be affected thereby and each term and condition of this Lease is --:) be valid and enforceable to the fullest extent permitted by law. This Lease will be construed in accordance with the laws of the State of Florida and the venue for any litigation shall be Dade County, Florida. B. In any litigation arising out of or in connection with this Lease, the prevailing party shall be entitled to have its court costs and reasonable attorneys' fees paid through all appellate levels. C. Submission of this Lease to Tenant does not constitute an offer, and this Lease becomes effective only upon execution and delivery by both Landlord and Tenant. D. Tenant acknowledges that it has not relied upon any statement, representation, prior or contemporaneous written or oral promises, agreements or warranties, except such as are expressed herein. E. Tenant will pay before delinquency all taxes assessed during the Lease Term against any occupancy interest in the Premises or personal property of any kind owned by or placed in, upon or about the Premises by Tenant. F. If Tenant, with Landlord's consent, occupies the Premises or any part thereof prior to the beginning of the Lease Term, all provisions of this Lease will be in full force and effect commencing upon such occupancy, except that the payment of Base Rent shall nonetheless commence of the Rent Commencement Date as specified in the BLI Rider. G. Each party represents and warrants that it has not dealt with any age..t or broker in connection with this transaction except for the agents or brokers specifically set forth in the BLI Rider with respect to each Landlord and Tenant. If either parties, representations and warranties prove to be -25- 94- 585 ^ .ft ine_ %. UKAF1 untrue, such party will indemnify the other party against all resulting liabilities, costs, expenses, claims, demands and causes of action, including reasonable attorneys, fees and costs through all appellate actions and proceedings, if any. The foregoing will survive the end of the Lease Term. H. Nothing contained in this Lease shall be deemed by the parties hereto or by any third party to create the relationship of principal and agent, partnership, joint venturer or any association between Landlord and Tenant, it being expressly understood and agreed that neither the method of computation of Rent nor any other provisions contained in this Lease nor any act of the parties hereto shall be deemed to create any relationship between Landlord and Tenant other than the relationship of landlord and tenant. I. Whenever in this Lease the context allows, the word "including" will be deemed to mean "including without limitation". The headings of articles, sections or paragraphs are for convenience only and shall not be relevant for purposes of interpretation of the provisions of this Lease. J. This Lease does not create, nor will Tenant have any express or implied easement for or other rights to air, light or view over or about the Building or any part thereof. K. Any acts to be performed by Landlord under or in connection with this Lease may be delegated by Landlord to its managing agent or other authorized person or firm. L. It is acknowledged that each of the parties hereto has been fully represented by legal counsel and that each of such legal counsel has contributed substantially to the content of this Lease. Accordingly, this Lease shall not be more strictly construed against either party hereto by reason of the fact that one party may have drafted or prepared any or all of the terms and provisions hereof. M. If more than one person or entity is named herein as Tenant, their liability hereunder will be joint and several. In case either Tenant or Landlord is a corporation, then it (a) represents and warrants that this Lease has been duly authorized, executed and delivered by and on its behalf and constitutes its valid and binding agreement in accordance with the terms hereof and (b) it shall deliver to the other party, or its agent, concurrently with the delivery of this Lease, certified resolutions of the its board of directors (and shareholders, if required) authorizing Tenant's execution and delivery of this Lease and the performance of the obligations hereunder. N. Notwithstanding anything to the contrary in this Lease, if either Landlord or tenant cannot perform its obligations due to events beyond either party's control, the time provided for performing such obligations shall be extended by a -26- 94-- 585 Umn-BAFT period of time equal to the duration of such events. Events beyond the parties' control include, but are not limited to hurricanes and floods and other acts of God, war, civil commotion, fire, and flood or other casualty. IN WITNESS WHEREOF, the parties have signed and delivered this Lease as of the day and year first above written. Witnesses: LANDLORD: THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES, a New York corporation By: (SEAL] Its: (As to LANDLORD) TENANT: DOWNTOWN DEVELOPMENT AUTHORITY, a Florida body corporate By: (SEAL] Its: (As to TENANT) APPROVAL AS TO FORM & CORRECTNESS: CITY ATTORNEY f 08i08J84 10:13 03053752525 M/D ELECTIONS 1 Z 008/008 LIST OF POLLING PLACES CITY OF MIAMI i PCT. LOCATION ADDRESS �+�www**��www*�F*w�Ywwrr�**+�w+rw�r***w*ww,r***+k+�*w�►***�i*www�+p*�*ww**�1�k**ww*+krt*t, 595 DOUGLAS PARK COMMUNITY HOUSE 2755 SW 37 AVE II� 596 SILVER BLUFF ELEMENTARY SCHOOL 2609 SW 25 AVE 4 j 597 XGLESIA BAUTISTA RESURRECCION 2323 SW 27 AVE 598 ELIZABETH VIRRTCK PARK 3230 HIBISCUS ST i i { I i i f r I i j i J-94-721 7/26/94 i A RESOLUTION CONDITIONALLY AUTHORIZING THE CITY MANAGER TO ISSUE A REQUEST FOR QUALIFICATIONS ("RFQ"), IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, TO IDENTIFY PERSONS AND/OR FIRMS SUITED FOR THE MANAGEMENT AND/OR OPERATION OF THE ME1P=SE GOLF COURSE, SAID AUTHORIZATION SUBJECT TO REVIEW OF SAID PIQ BY THE MEMBERS OF THE CITY COMMISSION AT LEAST SEVEN DAYS PRIOR TO ITS ISSUANCE, AND FURTHER CONDITIONED THAT SHOULD ANY MEMBER OF THE CITY COMMISSION O&TH�CI' TO SAID RFQ, THE RFQ WILL NOT BE ISSUED AND WILL BE BRO'M BACK '10 THE CITY COMMISSION MR FURTHER ACTION. BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The City Manager is hereby conditionally authorized/ to issue a Request for Qualifications ("RFQ"), in a form acceptable to the City Attorney, to identify persons and/or firms suited for the management anti./or operation of the Melreese golf course, said authorization subject to review of said RFQ by the members of the City Commission at least seven days prior to its issuance, and further conditioned that should any member of the City Commission object to said RFQ, the RFQ will not be issued and will be brought back to the City Commission for further action. V The herein authorization is further subject to compliance with all requiremernts that may be imposed by the City Attorney, including but not limited to those prescribed by applicable City Chaxter and Code provisions. CITY Coltv'x ssyoNI OF Besclution No. 94 � � CITY OF MIAMI, FLORIDA INFER -OFFICE MEMORANDUM ToThe Honorable Mayor and DATE : JUL 19 1994 FILE : Members of the City Commission Lease Agreement Between SUBJECT: DDA and Equitable Life Assurance Society of the United States FROM : C e s H. d i o REFERENCES Cit er ENCLOSURES :F O r July 2 6, 1994 City Commission Meeting Recommendation It is respectfully —requested that the City Commission approve the attached Resolution regarding a Lease Agreement between the DDA and Equitable Life Assurance Society of the United States. Background In 1993, the Economic Development Administration (EDA) of the United States Department of Commerce awarded the DDA a $2.5 million grant for the development of an International Trade Center to be located on the fourth floor of the former Jordan Marsh Building; 1601 Biscayne Boulevard. The Omni/Jordan Marsh location was selected as the preferred site upon completion of a Request For Proposals process during which a total of five (5) buildings were considered; throughout the Downtown area. The DDA obtained a Letter of Intent, to lease the space, from the building owner of record. The Letter of Intent included the right to sublet the space to a developer/operator to be selected by the DDA and subject to approval of the building owner. In early 1994, the DDA issued a Request For Proposals for a developer/operator and created a proposal review committee which subsequently recommended that INTRAEXPO, Inc, be selected as the developer/operator of the International Trade Center. The attached Lease Agreement between the DDA and Equitable includes the following main points: 1) the DDA will lease the space, for twenty (20) years as required by the terms of the EDA grant award, and make improvements to suit INTRAEXPO utilizing the $2.5 million grant; 2) the DDA will sublease the space to INTRAEXPO, who will assume DDA's financial responsibilities under the lease; 94- 585 /5-I i The Honorable Mayor and Members of the City Commission page 2 3) Equitable will lease the space to the DDA on an exculpatory basis and assume DDA's obligation, under the terms of the grant, to reimburse the EDA for the value of the improvements should the facility cease to be used as an International Trade Center during the twenty (20) year lease period; and 4) the DDA is relieved of any financial obligations, under the lease, to Equitable and the EDA, other than to improve the space utilizing the $2.5 million grant; in accordance with pre -approved plans. it is respectfully requested that the City Commission approve the lease agreement between the DDA and Equitable Life Assurance Society of the United States for the fourth floor of the former Jordan Marsh Building, located at 1601 Biscayne Boulevard, so that implementation of the proposed International Trade Center can proceed in a timely manner. CHO/MDS/jt encl 01-1B-1994 11:43 Beverly A. Rieke Senior Vlct President ,,,"Retail Asset Management 305��557 EQUITABLE REA STATE EQUITABLE REAL ESTATE INVESTMENT MANAGEMENT INC. II January 17, 1994 Mr. Matthew Schwartz Downtown Development Authority One Biscayne Tower Miami, Florida 33131 Dear Mr. Schwartz: P. Thank you for your letter of December 18, 1993, As you are aware, Equitable has expended a great deal of time, effort and money in working with the Downtown Development Authority to make an international merchandise mart a reality at the Omni. When the Omni was selected in a competitive process last year, that selection was based on the proposal submitted on our behalf by Sumrna Properties dated March 11, 1993. Since that time, we have met directly with the Economic Development Agency, and have met several times with the staff and board members of the DDA. Through this process we became aware of the conditions of the grant, one of which is to repay it if the use of the facility changes. We had been hopeful that a qualified, experienced and financially strong group would come forward through the RFP process which could Iive within the terms of our proposal of March 11. Your counterproposal, included with your December 28 letter, is substantially less desirable for the owner, not only than our March I I proposal, but also than the draft lease presented to us and the earlier discussions we have had. We wish to respond to your letter in as positive a fashion as possible. The first and foremost concern of Equitable is that the fourth floor of the former Jordan Marsh facility be operated in a manner which is complementary to the other elements of the Omni complex by an entity which is directly obligated to us and which is experienced, credible and financially secure. All of our review of economic terms hinges upon this essential pre -condition. Since we are ciuTently obtaining rents in the retail mall well above those in our March I I proposal, we are reluctant to further reduce our offer without having a real prospective tenant in hand. Notwithstanding thus concern and in an attempt to work with the DDA. to identify and select a qualified tenant, we have taken the liberty of re -drafting your counterproposal dated December 28, 1993 to reflect terms that we would be in a position to recommend to ownership. This redraft is attached. 94- 585 T3 01-18-1994 11:44 32f '12557 EQUITABLE Rf ESTATE P.03/07 Matthew Schwartz January 17, 1994 Page Two ; I would like to clarify that our impression of the discussions relative to a percentage rent deal was that this might be an alternate way to proceed in the event that a qualified candidate is not found during the RFP process. In this case, an alternative would be for the DDA to uilize the grant money to build out "vanilla box" space for trade shows, When such a show took place, Omni would receive a percentage of the income in lieu of any guaranteed minimum rent. At such time as a qualified user (subtenant) is found for the space, then the lease would convert to the guaranteed rent structure outlined in the attached draft of proposal. We trust these clarifications and modifications will assist you in identifying prospective mart operators. Sincerely, everly A. Ricks Senior Vice President BAR:DF Attachment cc: Jack Lowell, w/attachment 94- 585 01-18-1994 11:44 305c--�557 EQUITABLE REA` oTATE P.04/07 LEASE PROPOSAL BY AND BETWEEN OMNI INTERNATIONAL MALL, HEREINAFTER REFERRED TO AS- "LANDLORD," AND THE MIAMI DOWNTOWN DEVELOPMENT AUTHORITY, HEREAFTER REFERRED TO AS "TENANT", FOR OFFICE SPACE LOCATED AT THE OMNI INTERNATIONAL MALL, MIAMI, FLORIDA, GENERAL TERMS AND CONDITIONS: PREMISES: Approximately 65,000 net rentable square feet for use as general offices and/or shov,Tooms or exhibition center. The ubject space is the entire fourth floor of the former Jordan Marsh Building, BASE RENTAL RATE: An ititial rate of $5,00 per square foot, increasing $.50 per square foot every five years thereafter for the balance of the lease term. LEASE BASIS: Landlord shall provide water, security service and perform all repairs and maintenance. The Tenant shall pay for electricity usage by separate mater, and shall provide its own janitorial service. TERM: Twenty (20) years. LEASE COMMENCEMENT: The lease shall commence no later than March 31, 1994. RENT COMMENCEMENT: Rent payments shall commence upon the issuance of a certificate of occupancy, but no later than January 1, 1995. CONDITION OF Landlord shall deliver the premises in "AS IS" condition PREMISES: Tenant shall be responsible for all improvements and alternations to demised premises, subject to Landlord's prior approval of the plans and specifications, 94- 585 01-18-1994 11:45 305"`�557 EQUITABLE REP" STATE P.05i0'? Lease Proposal; Page Two TENANT IMPROVEMENTS: Tenant shall invest a minimum of Two Million Five Hundred Thousand Dollars ($2,500,000), including soft and hard costs, in improvements to the leased premises as required to allow Tenant to occupy the space, including removal of asbestos, installation of an air conditioning system and changes required to comply with the Americans with Disabilities Act. LANDLORD'S Landlord shall close off the escalators, and construct a covered IMPROVEMENTS: pedestrian connection between the premises and the entrance to the ballroom/conference center love] of the Omni Hotel. PASS THROUGH There shall be no obligation by Tenant to pay any,portion of OF OPERATING building operating expenses except for its own electrical use and EXPENSES: janitorial service. ' PASS THROUGH Tenant shall pay its pro -rats share of increases in real estate taxes OF REAL ESTATE above a base year of 1995, calculated as twenty percent (20%) of TAX INCREASES: increases in real estate taxes on the land and one hundred percent (100%) of the increases attributable to the assessed value of the fourth floor. SECURITY DEPOSIT: Tenant will not be required to pay any Security Deposit unless and until such time as a user (subtenant) is secured, at which time a $50,000 cash security deposit will be required. NON -RECOURSE So long as Tenant is the DDA, it is understood and agreed between LEASE: the parties that in the event of default by Tenant, Landlord's sole remedies are to evict the Tenant and re -let the space. Neither Tenant or any of its employees or Board Members shall be in any way responsible for any resulting deficiency in tho event of default and Landlord agrees not to seek to collect any such deficiency. 94` 585 01-18-1994 11:48 30E !2557 Lease Proposal: Page Three EDA REPAYMENT: EQUITABLE RE "ESTATE P.e6/07 i i In the event that Landlord regains possession of the space within 20 years, and the space ceases to be utilized for an international merchandise mart, Landlord agrees to reimburse EDA, at the discretion of EDA, for the unamortized value of the improvements made utilizing the EDA Grant. PARKING: Landlord shall provide Tenant with a total of fifty (50) garage parking spaces on a non-exclusive basis within the Omni parking garage, These parking spaces shall be at ati initial monthly cost of Tweny-five Dollars ($25.00). Visitor parking is provided within the parking garage. The present rate for visitor parking is $.SO for the first three (3) hours. ACCESS: Tenant will have access to the premises 24 hours per day, 7 days a week, 52 weeks per year. IDENTIFICATION/ Tenant shall have the right to install building standard signage at SIGNA GE: the primary entrance to the premises at Tenant's sole cost and with Landlord's prior review and approval. Any exterior signage for Tenant shall be approved by Landlord and Tenant shall be responsible for the cost and permitting for any such signage. USE OF PREMISES: In compliance with the terms of the EDA grant, the leased premises shall be used as an international wholesale merchandise mart, including permanent showrooms, conference/exhibition space, office uses and auxiliary sarvices. No retail use, including food service, shall be permitted without the prior written approval of Landlord. Nothing inappropriate to a family mall will be exhibited. 94- 585 1 Oi-i8-i994 11:46 305, �557 EQUITABLE REA STATE ' J Lease Proposal Page Four i i ASSIGNMENT AND Tenant shall not sublet the entire premises or assign this iSUBLEASE: lease without the prior written approval of Lanbdlord, at its sole discretion. The subsequent subletting of portions of space to to end -users and exhibitors shall not require Landlord's approval. RIGHT OF FIRST Tenant shall have a right of first offer for the first five (5) OFFER: years of the lease term for all space on the fifth floor. All parties acknowledge and agree that notwithstanding anything in the foregoing proposal to the contrary, this proposal is not intended to be and shall not be deemed to be legally binding against either party or to create or impose any legally enforceable rights or obligations of any kind or nature. Should this proposal not be accepted by both patties by January 31, 1994, it shall be null and void. I I 94- 585 APR 06 '94 10:22AM S, (A PROPERTIES MIA April 5, 1994 Mr. Matthew Schwartz Downtown Development Authority One Biscayne Tower 18th Floor Miami, Florida 33131 Re: Lease at 4th Floor of the Jordan Marsh space at the Omni International Mall Dear Mr. Schwartz: On behalf of Equitable Life Assurance of the United States this letter is to confirm that the proposal to the Downtown Development Authority signed by neverly Ricks, dated January 17, 1994, has continually been in effect and remains in, effect until specifically canceled. We are pleased that you have secured additional proposals and look forward to further diecussions about concluding the proposed lease, Sincerely, Jack Lowell As Agent j