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Home My WebLink AboutR-87-06094-87-503 6/18/87 RESOLUTION NO. A RESOLUTION AUTHORIZING EXECUTION OF A LEASE AGREEMENT, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, WITH AMERIFIRST DEVELOPMENT CORPORATION, TO PROVIDE FOR LEASING APPROXIMATELY 16,000 SQUARE FEET OF OFFICE SPACE IN THE DOWNTOWN AREA WITH FUNDS THEREFOR AND FOR RELATED MOVING COSTS ALLOCATED FROM LAW DEPARTMENT BUDGETED FUNDS AND FROM THE SPECIAL PROGRAMS AND ACCOUNTS, CONTINGENT FUND. WHEREAS, on March 24, 1987, the City's General Services Administration Department issued a request for bids for the lease of approximately 16,000 square feet of office space in the Downtown area; and WHEREAS, six bids were received in response to this competition and AmeriFirst Development Corporation was the successful bidder; and WHEREAS, Resolution No. 87-433, adopted on May 14, 1987, accepted AmeriFirst Development Corporation's proposal and authorized negotiation of an Agreement; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The City Manager is hereby authorized to execute a lease agreement, in a form acceptable to the City Attorney, with AmeriFirst Development Corporation, to provide leasing approximately 16,000 square feet of office space in the downtown area with funds therefor and for related moving costs hereby allocated from Law Department budgeted funds. To the extent that such departmental funds are insufficient to cover such costs, the required balance of needed funds are hereby allocated from Special Programs and Accounts, Contingent Fund- CITY COMMISSION MEETING OF JUN 15 1987 RESOLU&ION NO.. REMARKS: t f PASSED AND ADOPTED this 25th AT 4- MATTY HIRAI CITY CLERK PREPARED AND APPROVED BY: s n CHRISTOPHER G. KORGE ASSISTANT CITY ATTORNEY APPROVED AS, FORM AND CORRECTNESS: LUCIA;A. DOUGHERTY CITY ATTORNEY CGK/rd/M489 -2- day of June 1987. XAVIER L. SUAR , MAYOR a7-s®9 ,, . is CITY OF MIAMI. FLORID INTER4DFFICE MEMORANDUM TO. Honorable Mayor and Members of the City Commission FROM' Cesar H. Odio City Manager RECOMMENDATION: DATE: J U N 17 1987 ME: SU"JECT Resolution Authorizing Execution of a Lease Agreement with AmeriFirst REFERENCES: Development Corporation ENCLOSURES: It is respectfully recommended that the City Commission adopt the attached resolution authorizing execution of a lease agreement with AmeriFirst Development Corporation, for the lease of 16,000 square feet of office space, situated in the downtown area. BACKGROUND: The General Services Administration Department issued a request for bids #86-87/071 on March 24, 1987, for the lease of office space in the downtown area and eight companies responded to this competition, with AmeriFirst Development Corporation resulting as the successful bidder. By Resolution 87-433, the City Commission accepted AmeriFirst's proposal and authorized negotiation of a lease agreement, to be later presented to the City Commission for final consideration and approval. Attachment: Proposed Resolution Proposed Lease (in Law Department) /5-/ SUELEASE_AGREEMENT THIS AGREEMENT is made and entered this day of 1986, by and between AMERIFIRST FEDERAL SAVINGS AND LOAN ASSOCIATION (hereinafter referred to as "Sublessor"), and THE CITY OF MIAMI (hereinafter referred to as "Sublessee"). WITHESSETH: 1. LEASED PREMISES. Subject to and upon the terms, provisions, covenants and conditions hereinafter set forth, and each in consideration of the duties, covenants and obligations of the other hereunder, Sublessor does hereby lease, demise and let to Sublessee and Sublessee does hereby lease, demise and let from Sublessor those certain premises (hereinafter sometimes called the "Premises" or "Leased Premises") in the AmeriFirst Building located at One Southeast Third Avenue. Miami. Ftnri6a (hereinafter referred to as the "Building"), such Leased Premises being more particularly described as follows: 16,001 square feet of office space, comprising the entire Eleventh (llth) floor of the building, as further reflected on the floor plan of such Leased Premises attached hereto as Exhibit A and made a part hereof. 2. TERM. The term of this sublease shall commence on July 1, 1987 and shall terminate on June 30, 1990 unless sooner terminated or extended as hereinafter provided. _ 3. SUBLEASE. Sublessor's interest in the Leased Premises is derived from that certain Lease Agreement dated June 20, 1980 (hereinafter referred to as the "Master Lease") between Sublessor and The Equitable Life Assurance Society of the United States (hereinafter referred to as "Landlord"). Except as specifically provided herein, this sublease is expressly made subject to all the terms and conditions of said Master Lease, and Sublessee agrees to use the Leased Premises in accordance with the terms of the Master Lease and shall not do or omit to do anything which would breach any of the terms thereof. Without limiting the foregoing, it is acknowledged that paragraphs 5, 61 SUBLEASE AGREEMENT THIS AGREEMENT is made and entered this day of , 19860 by and between AMERIFIRST FEDERAL SAVINGS AND LOAN ASSOCIATION (hereinafter referred to as "Sublessor"), and THE CITY OF MIAMI (hereinafter referred to as "Sublessee"). WITNESSETH: 1. LEASED PREMISES. Subject to and upon the terms, provisions, covenants and conditions hereinafter set forth, and each in consideration of the duties, covenants and obligations of the other hereunder, Sublessor does hereby lease, demise and let to Sublessee and Sublessee does hereby lease, demise and let from Sublessor those certain premises (hereinafter sometimes called the "Premises" or "Leased Premises") in the AmeriFirst Building located at One Southeast Third Avenue, Miami, Florida (hereinafter referred to as the "Building"), such Leased Premises being more particularly described as follows: 16,001 square feet of office space, comprising the entire Eleventh (filth) floor of the building, as further reflected on the floor plan of such Leased Premises attached hereto as Exhibit A and made a part hereof. 2. TERM. The term of this sublease shall commence on July 1, 1987 and shall terminate on June 30, 1990 unless sooner terminated or extended as hereinafter provided. _ 3. SUBLEASE. Sublessor's interest in the Leased Premises is derived from that certain Lease Agreement dated June 20, 1980 (hereinafter referred to as the "Master Lease") between Sublessor and The Equitable Life Assurance Society of the United States (hereinafter referred to as "Landlord"). Except as specifically provided herein, this sublease is expressly made subject to all the terms and conditions of said Master Lease, and Sublessee agrees to use the Leased Premises in accordance with the terms of the Master Lease and shall not do or omit to do anything which would breach any of the terms thereof. Without limiting the foregoing, it is acknowledged that paragraphs 5, 6, 87 -6 0 r . 7, 8, 10, 11, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24 and 25 of the Addendum to the Master Lease shall not be applicable to this sublease. 4. RENTAL. Sublessee agrees to pay to Sublessor an annual rental of One Hundred Ninety-seven Thousand Six Hundred Twelve and 35/100 Dollars ($197,612.35) lawful money of the United States (hereinafter referred to as "Base Rent"), which shall be payable in equal monthly installments of Sixteen Thousand Four Hundred Sixty-seven and 69/100 Dollars ($16,467.69) and the additional annual rental of Eighteen Thousand Seven Hundred Twenty-one and 17/100 Dollars ($18,721.17), lawful money of the United States (hereinafter referred to as "Additional Rent"), which shall be payable in equal monthly installments of One Thousand Five Hundred Sixty and 10/100 Dollars ($1,560.10). All installments of Base Rent and Additional Rent shall be paid in advance, without deduction, diminution or set-off on the first day of each and every month during the term hereof. The additional rent is intended solely as compensation to Sublessor for the parking spaces made available for Sublessee's use under paragraph 11 hereafter. Any unpaid base rent or additional rent shall bear interest from the due date at the rate of eighteen percent (18%) per annum until paid. In addition to the Base Rent and Additional Rent, Sublessee shall pay to Sublessor on the first (1st) day of each month a sum equal to the sales tax, rental tax, and any other taxes and impositions, now in existence or hereafter imposed upon Sublessor's privilege of renting the premises and parking spaces leased hereunder or upon the amount of rental collected by Sublessor therefore. Nothing contained herein shall, however, be taken or construed to require Sublessee to pay any part of the Federal and/or State taxes on income or similar tax imposed upon Sublessor. Upon commencement of the Lease, Sublessee shall have an eight month abatement of rent. Monthly payments of base rent, additional rent and pro rata share of increases in direct operating costs shall commence on March 1st, 1988. 2 87-60 , r: i S. FRORATA SHARE OF INCREASE IN DIRECT OPERATING ITS. In addition to the Base Rent and Additional Rent described above and for each calendar year throughout the term of this sublease, Sublessee shall pay its prorata share of any increase in the direct operating costs of the Building over and above the Base Year of calendar 1981. Based on the space leased by Sublessee pursuant to this sublease, the prorata share of the increase or decrease in direct operating costs to be charged to Sublessee shall be 3.824294%. Sublessee shall pay to Sublessor with the Base Rental payments due the first (1st) day of January, April, July and October of each calendar year throughout the term of this sublease twenty-five percent (25%) of Sublessee's prorata share of the estimated increase in direct operating costs as additional rent for that year as estimated by the Landlord. Except as specifically modified herein, the terms and provisions contained in paragraphs 1, 1.1, 1.3, 1.4, 1.5, 1.6 and 1.8 of the Master Lease and paragraphs 3 and 26 of the Addendum to the Master Lease are hereby incorporated as a part hereof and shall govern the calculation and payment of Sublessee's prorata share of the direct operating costs of the Building. Should this sublease commence on a date other than the first day of the calendar year, the prorata share of the increase in direct operating costs to be paid by Sublessee to Sublessor during the initial and final months of the sublease term shall be adjusted and prorated at the end of the applicable calendar quarter based solely upon the actual number of days in such portion of the sublease term within that calendar year. Until Landlord's next determination of the estimated increase or decrease in direct operating costs, Sublessee shall pay to Sublessor the sum of $3.14 per square foot per year (which is Sublessoe's estimated share for the 1987 increase in direct operating costs) as its estimated share of said costs. Sublessor shall furnish Sublessee with copies of the statements, estimates and other information provided by Landlord pursuant to paragraph 1.6 of the Master Lease and paragraph 26 of the Addendum thereto within five (5) 3 I llft� 0 4P days of its receipt of same. Sublessee shall assert against Sublessor any errors in the statement within fifteen (15) days after delivery of the same. Should Sublessee fail to assert any errors within said time period, the statement shall be deemed to be correct as to Sublessee. Sublessor shall use its best efforts to verify the accuracy of the statement provided by Landlord and shall assert against Landlord any errors raised by Sublessee. If the statement rendered by Landlord pursuant to paragraph 1.6 of the Master Lease shows that the increase in the direct operating costs to be more than that estimated by Landlord, Sublessee shall promptly pay its prorata share of the difference to Sublessor; if the statement shows the increase to have been less than that estimated by Landlord, Sublessor shall give Sublessee a credit against the next quarterly payment to be made by Sublessee. 6. CONDITION OF PREMISES. Sublessee has inspected the Leased premises and accepts the same, subject to the terms of this Agreement, in their present condition. 7. USE. Sublessee shall use and occupy the Leased Premises solely for the operation of its legal department, together with all activities related thereto, and for no other purpose. In the event Sublessee uses the premises for purposes not expressly permitted herein, Sublessor may terminate this sublease or institute legal proceedings to restrain said improper use by injunction. 8. UTILITIES. Sublessor will, at its expense, arrange for the services specified in paragraph 9 of the Addendum to the Master Lease to be provided to Sublessee. Should Sublessee require electricity, heat or air conditioning during hours other than those specified in said paragraph 9, Sublessor shall arrange with the Landlord for the same to be provided, and Sublessee shall be billed for such services at the same rate that Sublessor pays to the Landlord. 9. MUTUAL OBLIGATIONS. Without limiting any other provision contained herein, the terms of paragraphs 3, 41 5, 6, 7, 91 10, 11, 12, 130, 14, 15, 16, 17, 191 20, 21, 23, 25, 26, 27, 4 87—GO.c, 28, 29, 300 32, 33, 34, 35 and 38 of the Master Lease, the Rules and Regulations attached thereto, as may be amended or revised from time to time, and paragraphs 4, 12 and 14 of the Addendum to the Master Lease are hereby incorporated as a part of this sublease. Sublessor shall comply with and be bound and obligated to Sublessee under each of the aforesaid provisions to the same extent that Landlord is obligated to Sublessor, and Sublessee shall comply with and be bound and obligated to Sublessor under j each of the aforesaid provisions to the same extent that i Sublessor is obligated to Landlord. 10. ASSIGNMENT AND SUBLETTING. Sublessee 's interest in this sublease shall not be sold, transferred, mortgaged or assigned, nor shall the Leased Premises, or any part thereof, including desk space, be let or sublet without the prior written consent of Sublessor* and subject to Landlord's rights under the Master Lease. Even though Sublessor shall consent to a sale, transfer, mortgage, assignment or subletting thereof, the aforesaid restriction shall remain in full force and effect, and no further sale, transfer, mortgage, assignment or subletting shall be made without Sublessor's prior consent in writing. In the event that a subletting or assignment of the Leased Premises is approved by Sublessor, then Sublessee agrees that any rental income received from the sub -tenant or assignee in excess of the rental required to be paid pursuant to this sublease shall be paid promptly and fully to Sublessor -ts consideration for its approval of the sublease or assignment. Any sublease entered into by Sublessee shall obligate the sub -tenant to pay expense pass throughs under the sublease in the same manner that Sublessee is obligated to pay the same under this sublease. 11. PARKING SPACES. The Additional Rent paid by Sublessee under Paragraph 4 of this Agreement shall entitle Sublessee to the use of thirty-four (34) parking spaces the term hereof (five (5) in the Main Building Garage and twenty - *Sublessor shall not unreasonably withhold consent. 5 8 7•--6© i 100�. 0 '-� W, nine (29) in the Annex Garage) from those respective spaces allocated to Sublessor under the Master Lease. Sublessor shall pay all fees and expenses due to the Landlord or the operator of said parking garage in connection with the regular use of the aforesaid thirty-four (34) parking spaces by Sublessee. All charges, fines, expenses, liabilities, damages, claims or other matters arising out of the misuse of said parking spaces, the Main Building or Annex Garage by Sublessee, its employees, agents, representatives, or business invitees shall be paid by Sublessee, as well as all charges imposed by the Landlord or operator of the Main Building Garage and Annex Garage associated with the use of said parking spaces beyond the normal hours of operation of said Garages. Sublessee shall pay to Sublessor all increases in the monthly cost of parking spaces above the base monthly cost of $75.00 per space for the Main Building Garage and $70.00 per space for the Annex Garage. During the term hereof, Sublessee shall have the option to use an additional fifteen (15) spaces in the Main Building Garage and an additional eleven (11) spaces in the Annex Garage from those respective spaces allocated to Sublessor under the Master Lease. Should Sublessee desire to use all or a part of these additional parking spaces, it will pay rent at the market rate existing from time to time for said spaces, plus any applicable sales tax thereon. Said rent shall be paid on a monthly basis and shall be paid to Sublessor, Landlord or the operator of said Garages, as Sublessor shall direct from time to time. 12. MASTER LEASE. Sublessor will duly perform and observe the obligations imposed upon it under the Master Lease to the extent that such obligations are not provided in this sublease to be observed or performed by Sublessee, except with respect to any failure in such observance or performance which results from any default by Sublessee hereunder. Sublessee shall have the right, but not the obligation, at any time and at the expense of Sublessor, to take any action required to be taken but not timely taken by Sublessor, which may be necessary to prevent P a default under the Master Lease. To the extent that Landlord fails or refuses to perform its obligations under the Master Lease with respect to the Leased Premises, Sublessor shall perform such obligations. if Sublessor fails or neglects to perform this sublease or the provisions of the Master Lease, Sublessee shall send Sublessor written notification specifying the items of default and requesting that Sublessor correct the same within a reasonable time. Should Sublessor fail to cure such items of default within a reasonable period of time, Sublessee shall be entitled to send Sublessor a further notice stating that if such items of default are not cured within thirty (30) days of receipt of notification that Sublessee shall, at its option, terminate this sublease and recover any damages occasioned by Sublessor's breach thereof, or, in the alternative, exercise any and all remedies that may be available to Sublessee at law or in equity. Sublessor shall not modify (in any manner whatsoever that may have an adverse effect on the rights of sublessee under this Sublease) or surrender the Master Lease without the prior written consent of Sublessee, and any modification or surrender made without such consent shall be null and void and shall have no effect on the rights of Sublessee under this sublease. Should Sublessor be released from liability by Landlord under the terms of the Master Lease with respect to the Leased Premises at any time during the term of this sublease, Sublessee shall look solely to Landlord for the performance of Sublessor's obligations hereunder. 13. ATTORNEYS FEES. Should either party retain an attorney to institute any action to enforce the terms of this sublease, the prevailing party in said litigation shall be entitled to recover all costs and expenses incurred in connection therewith, including reasonable attorneys' fees. 14. NOTICES. All notices shall be in writing. Any such notice shall be deemed to be duly given if either delivered personally to the respective party or sent by ?registered or certified mail addressed to the respective party at the locations 7 87--6©�i indicated below or at such Other addresses as may hereafter be designated: AMERIFIRST FEDERAL SAVINGS AND LOAN ASSOCIATION 11800 S.W. 147th Avenue P.O. Box 026020 Miami, FL 33102-6029 Attn: Facilities Management Dept. CITY OF MIAMI Attn: Property and Lease Management 1390 N.W. 20th Street Miami, FL 33142 Copy to: City Attorney AmeriFirst Building 1 S.E. 3rd Avenue iith Floor Miami, FL 33131 15. SEVENTEENTH FLOOR. Upon occupancy of the Leased Premises, Sublessee shall have the right to use Sublessor's Conference Room and Board Room situated on the seventeenth (17th) floor of the Building at no additional charge or expense on an availability basis when not in use by Sublessor or other sublessee's of Sublessor. Such use shall not be considered as a Sublease or assignment under the terms of the Master Lease. This right is subject to termination by Sublessor at any time upon thirty (30) days notice in writing to Sublessee. 16. OP_TION TO RENEW. (a) Subject to the terms and conditions specified herein, the original Sublessee only shall have the option to extend the term of this sublease for one (1) additional five (5) year term, commencing on July 1, 1990, and terminating on June 30, 1995. This option to renew shall not inure to the benefit of any subtenant, assignee or other entity or person other than the City of Miami. Sublessee shall have no right to extend the term of this sublease beyond the aforesaid termination date. The extension of the sublease shall be upon the same terms, covenants and conditions as those contained in this Agreement, except for the amount of the Base Rent and Additional Rent which shall be established as set forth hereafter. Should Sublessee desire to exercise this option to extend the term of the sublease, 8 87-60 1 Sublessee shall notify Sublessor in writing in accordance with paragraph 14 hereof on or before June 30, 1989. Sublessee's option to extend the term of this sublease is expressly made contingent upon: (1) Sublessee not being in default under this Agreement either on the date of exercise of said option to renew t or on the date of expiration of the initial term of this ' sublease, (2) this sublease not having been terminated, and (3) R� k Sublessee's interest in this sublease not having been assigned or yj further subleased in full or in part. (b) The Base Rent to be paid by Sublessee to f Sublessor during each year of the option period shall be 4: r; established at the commencement of said option period in E accordance with the formula set forth in paragraph 2(b) of the Addendum to the Master Lease with the following modifications: 4 (i) The Base Rent to be used as the starting point for the aforesaid adjustment shall be the Base Rent that Sublessor is obligated to pay Landlord for the Leased Premises under the Master Lease an d not the Base Rent paid by Sublessee hereunder during the initial term of this sublease. (ii) The Base Rent to be paid by Sublessee during the option period of this sublease shall be determined as if Sublessee had been paying the Base Rent referenced in subparagraph (i) above. 1 (iii) The parties hereto acknowledge that Y litigation is currently pending between Landlord and Sublessor with respect to the Base Rent to be paid by Sublessor under the Master Lease. With respect to the option, Sublessee agrees to be bound by any determination of the Base Rent to be paid by Sublessor, whether through the aforesaid litigation or by agreement between Sublessor and Landlord. Except as specifically modified herein, the provisions of paragraph 2 of the Addendum to the master Lease are incorporated for purposes of Sublessee's option to renew as a i part of this sublease. With respect to the determination of Sublessee's adjusted Base Rent, the "existing market rent for 9 87-6©�1 comparable quality office space in the Miami area" as agreed upon by Landlord and Sublessor, as determined in accordance with paragraph 2(f) of the Addendum to the Master Lease, or as otherwise determined under the Master Lease, shall be binding upon Sublessor and Sublessee with respect to the Leased Premises hereunder. Should the "market rent" or other calculations not be available by July 1, 1990, Sublessee shall continue to pay the Base Rent payable during the initial term of this sublease, and upon such fair market value rental rate or other calculations being determined, Sublessee shall promptly pay any additional Base Rent due to Sublessor on the basis of such calculations or, if applicable, Sublessor shall give Sublessee a credit for any excess Base Rent paid by Sublessee against the next payment or payments of the same due hereunder. (c) The Base Rent for each year of the option period determined as previously stated shall be payable by Sublessee to Sublessor in monthly installments in advance on the first day of each and every month throughout the option period. (d) The Additional Rent to be paid by Sublessee to Sublessor during the option period shall be the market rate existing from time to time for said spaces as determined in accordance with paragraph 23 of the Addendum to the Master Lease, together with the applicable sales or rental tax thereon. Said Additional Rent shall change as and upon each change in the market rate. During the option period, Sublessor may, at its option, direct that Sublease pay the Additional Rent to Sublessor, Landlord or the respective operators of the Garages. 17. BROKERS. Sublessee represents that it has not dealt with any real estate broker, salesman or finder in connection with the Leased Premises other than Clark -Biondi Company. Sublessor shall be responsible for all commissions due to Clark -Biondi Company in connection with this sublease. Other than Clark -Biondi Company, each party represent and warrants that there is no real estate broker, salesman, or finder involved in this transaction. If a claim for a brokerage fee or commission 10 is made by any other salesman, broker or finder claiming to have dealt through or on behalf of one of the parties to this sublease, then that party shall indemnify and hold the other party harmless from all liabilities, damages, claims, costs, fees and expenses whatsoever (including reasonable attorney's fees and court costs) with respect to said claim. is. ACCESS TO LEASED PREMISES. Should Sublessee fail to exercise the option to renew this sublease as provided in paragraph 16, Sublessee shall provide Sublessor with access to the Leased Premises during the last twelve.(12) months of the initial term hereof for the purpose of marketing and showing the same to other prospective subtenants and other related purposes. 19. STORAGE SPACE. At Sublessor's option, sublessee may sublease storage areas from Sublessor at the same rent which Sublessor is liable for. 20. MISCELLANEOUS. Provided Sublessee complies with all of the Landlords security requirements,.. Sublessee shall have access to the premises twenty-four (24) hours a day. Sublessor shall provide Sublessee with an allowance of One Hundred ($100.00) Dollars for moving expenses. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first set forth above. Witnesses: AMERIFIRST FEDERAL SAVINGS AND LOAN ASSOCIATION By: CITY OF MIAMI By: 11 8 7 --60- s LEASE AGREEMENT (AMERIFIRST SPACE LEASE) DATED: JUNE 20, 1980 Landlord: THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES Tenant: AMERIFIRST FEDERAL SAVINGS AND LOAN ASSOCIATION Premises: AmeriFirst leased space in the AmeriFirst Building, One Southeast Third Avenue, Miami, Florida, as more particularly specified in Exhbits A through A-7 attached to said Lease Agreement LEASE AGREEMENT (AMERIFIRST SPACE LEASE) DATED: JUNE 20, 1980 Landlord: THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES Tenant: AMERIFIRST FEDERAL SAVINGS AND LOAN ASSOCIATION Premises: AmeriFirst leased space in the AmeriFirst Building, One Southeast Third Avenue, Miami, Florida, as more particularly specified in Exhbits A through A-7 attached to said Lease Agreement 9 LEASE AGIMItNT 0 THE AMERI IRST BUILDiNG THE EQUTAILE L:F' THIS INDENTUitE M;de this 976_ day of Juot . 19 a0 , bett%een XW A?KWM XkL ASSCRANCE SOCIETY OF THE WITED STATES •. (hereinafter designated as `LANDLORD-). and AMERIFIRST FEDERAL SAVINGS AND LOAN ASSOCIATION (hereinafter designated as -TENAN 'l. N ITNESSETH: That LANDLORD hereby demises and lets unto TENANT. and TENANT hereby hires and uses from said LANDLORD the premises outlined tin the plants) attached hereto as'Exhihit Mon the * flrwr(s1(hr-t.n- after referred to as the -Premises`). in the AmeriFirst Buildings located at the corner of Flagler Street and E. Tr -d A%enue. Miami. Florid (hereinafter referred to as the `Building') for the term of FIFTEEN YEARS AND D :•e to commence on the .Aay of •nNE nincteert hundred and EIGHTY and to end on the JIJIr • NI1 MA —FIV dots of E nineteen hundred and u Icam atitiner terminated a%hereinafter pro%�ided. a- the L , t i of TWO MLLION FIVE HUNDRED SIXTY-THREE THOUSAND THREE HUNDRED NINETEEN DOLLA316 taw u money of the United States (hereinafter mnmetimc% referred to as BA%c Rent or Ba%c Rental'). tnl:ich to ati�¢ aa�elcifted i 1'a;a�r�h 31 Tenant cctsenant: to pay to Landlord at itstptxic�rtl ntTiet/ttr trlir tt. 051, t or a Any t e p aI c ign.tted in t►►riten} M Landlord). in equal monthly installsicents of TWO HUNDRED THIRTEEN THOUSAND SIX HUNDRED NINE DOLLARS 6 (s 213, 609.98 ), in ads rote sn the first q I►f ea h :tyd mcrs ►1t1h during the said term. e%ccpting that lenant shall forte �ariia Tnfl of June 96 pat. the fsamxxxxkk renV6 Pont e c et uuuti of I is ease. uiI es,s thn is is %nca:tl toran unexpired leA%e. len.int shall pr% the rent as herein pros ided without deduction. diminuiitm or sei-off. Unpaid rent shall bear interest at ten pert.ent (10%: per annum from the date due until paid. The premises arc leased upetn the follo sing terms and conditions. 1. PRO RATA SHARE OF INCREASE OR DECREASE 1N OPERATING COSTS. (a) •In additicin in the Ba%c Mental descrilsc d atunt. eat h talcndrr %CAI thr lenant I% required to pA% hi% ltro rAtA share of am int-. a%e in the direct operAung tost%of the Building The Tenant'% farts ratA shire of an% increase indirect uperating tints o knoi.r he-rin as-addcttunal rent ' (Lai In the event there n a decreA%c in the direct o frerAteng t omr stl the Building. iht• lenAnt sail; he credited %ith III% pro rate share of the de: rea%e but rink m iltatn%t 'additionAl rent- re%uh Ins; from prc%eitu% iutre.mm in thr dtrect capentung t.t%ts of the Bus..-e In no e%ent shall the Bace Rent ever be reduced bra an% such detrea%e or credit. (c) The amtount of in.rcA%e or deireate in ditec( oprr:.tin: eti%t% for eAch t-drndar star tjanua-. I to Detemloct 311 is%.' be computed b) cumparitsg the costs during that year unit the ctm% incurred during (lie -lea%e lcar- 1.1 Pro rasa Share Based on space initially leased by Tenant pursuant to this Lease, the )Mpro ra!a share or, he increase or decrca%e in direct oprr.nanr ctr%t% to Ise, harked or credo,ed to "It nant %Iial' Ise ^ )==~� *WLi " R86 fir► In the e%eni part of the Building t% onus cupted during the Wow Year tar an% %u!nctt:ocni talrnd.ir %ear tht e--e:t operas-ing ctt%t% %hall be adlu%ted %n as its refsect the direct (saes atinK ctAt%nf the Building as though Iuiil exe up.-d and the compu:a:r -- of increase or decrease shall he bated up.sn such adjuste-d tort%. 1.2 Ease Year (SEE ADDa-DtM-PARAGRAPH 3) 3�(k:•34y0'10�Fr�.'C+GXYJC+( �ii{'�JGMl3�UDC?DUi'Guylids' ".ti)OC%1D(�3�F37t.�i.`BEY.>.1L1Ls(k}r%iT� .z?':i:•):ii��i'T c.?!ffX�fZi �.;: 1<IO{X]OCti>xXt s'A.�L1D(?�Gi04f0(ti(I(s►OlX 70(XiD<tiGilC�i,XiXJO(Itp>D(!i?J�"si.Y�(lt�:)�t.`]ili.Y-. .:lCk�1'r�s::iii.�CtOi}Cii�i►:� 1.3 Direct Operating Costs tired operating text% shall ino ludo trite%. air ctinr♦tnonint;. ht•At. clet-tttt itt..atut. IAinsr. tontr.o ird Ltlocir. ni•uf.mior ma:•- service chargr% and all ocher direct ctr%ts of roperaunl; and niamtaming the Htulthnl; A1; capx'nduurt %schcd++{td {c%%uttcn sitar. A:a _.:'t shall he prorated o%er the perurl us %►hie h much expendt! tire% are appht.Ihle lot the• e%ent the nlirrAunR calwarisr%in An. to A. -After slit F,r%c tiAr are reduted. beta use of a m,tvir capotAl imprit%rnient far Ire she esw of auti►m.daici. shc•n tlic• talicriting %isae% inc [fit R.I-r tear si• 'or reduced for the pt rpow of determining additional rent as though such amprinirmcni or. auturn ititar. sari u► ellett during the Bate lea' 1.4 'ref due for sl4}eilllYiOL.'►'41)D'J+XX1�(�rilDiiiDi,�iK><.�fbdWCX�]C}�ibrtX�iIRLD1.h7<XI;Yia? 1]7tX.:3►?Oi - • - :iOrA- l.:a: % hti}i >f?i+lrt R.iw fear%shall tor deenied its hr the taxi �iiKlih ►t)l a to pc, the i r' rear)dC1 ;{X:10MX*l (a%WMK)000LVJ00= .yid easiti shAtt sncludr general real casatc taxes. skit assessments. and an% other taxes that mat he amps reed panully tar cniiiely in lieu of geirrral real estate uxes Change% in uses mat m sue to changes w the us rates and/or changes in the aummens of the Land and/or building 1.5 Calculating Additional Am For each calendar year after she ease Year the direci tiperasing costs for the Building during that calendar Year %ha' Its, determined This deterentnanirn shall hr node as tiowin a% appre jariaie accounting enfurtnatitin for slut calendar %rAr as asailahie 1 nis amount shall then he compared its the direct operating canes of the Building during die 7esiani s ease fear The addissi►n.il rent' pasa!ple by the Tenant or the-aedit" to be credited to hts account shall be his pro rate share (See Section 1.1) of the sncrease ur decrease m direct operating costs when said costs are compared w the direct operating cants oftlse sane Year. In noeverns shall the base rent ever be reduced by such decrease or credit. 1 1 As shown In Exhibits At A-1 through A-7s Exhibits Ces C-1 through C-Ss Exhibits D i O-l. .� ;Malsaae� flu ! Vlht. - A tlWmmot misiniq shot aba*t de imbed talculfitioaa M `additional ►oil, or `ttrrdit` stall be teadttted w tit Ttaant for ttbtb taleader IM Oft" the Oast Veit. The etatttttent Brill Ire isstwd subsequent w the It"Nutla"an of Io tWtndat lest 11160161 sofa ba ptaelieablt filter ttbproistiene oteountiitid Whrtno►ioa tot the tolesedat you fa atailable. a sal Ian% in js►ogtsph I.?. Tbt Tenant "t ►e.e iD days from the receipt of said teats, rises to taalo say "alditioaal me 0216eata due and *rains; Ihertuhdet. if Tenant is tntitled to a `trtdht` dwreander, at Tenanl'a election _she _`t*r!_'' out be itoid is "A a Isis at 00114 aiaiatt the otst iastalisent or ibelaUentats of `odditiontl teat` taaaluad ftols pill Mellon IS the dame tuW61tag ern of to Saiku sp. 1.1 "&,Ned s►t Ateomtitirsdt sue Yiat Oites+ting Costa. (SEE ADDEMUM•PAKAGMI'M 26) X11 XldQfcXr9vilCslQtPV0MWJA0J01tX LXX&V100CYa►..1W oxXXklKS10UMVL iX1iX 9CKX&XXKI1(!C kXXKJG1=M iJ0(?t30I? OilaYIOC: * XIi)1XJi1tKJ0i lQi1LiFY JiJti bXkt'r1tlf:X*� fUlifl�iElUCl(ICIL 1ii 1411111J�;.t IOGI•:iWIXIC) iK►:•: >FiQCL•(KlilitQtO(YlC(.ltklt�flla:lOIlCX1YlQE1t1(K1Cl1KK1C1hbhCKlCif1,'��14�1DU4fIlabOCIIXtC1f1�X14a '�7(If�XX1GYLYii)OIIbYZi0it1061L?�Y.1GL1[i0(km ,iiIlyi • 1,11 It'inal Colendor Yoo► of 1,teaao. "Additional Rent' hot the final months al this levee is due and psi able even though it telly not be taleutaled until subsequent so the terrniba'sz date of the lease. In calculating waddituonal rent` or "credit` for the 6nsl months of the lease. the direct opc►atint rests for the calendar year dvhq whut% the lease terminate$ •ball be Prorated accotding to that penusn of so ld calendar Vest Ihst this least was aurally in elect Z VSt: TeTHE ADMINISTRATION AND OPERATION OF A SAVINGS AND Tease: shall use and eeeupy the pretttiisea on1V for — LOAN ASSOCIATION TOGET'HF.R WITH ALL ACTIVITIES RELATED THERETO, INCLUDING THE MAIN �- OFFICE LOCATED ON THE GROUND FLOOR. and for no other Purpose. In the event the Tenant uses premises for purposes not eaprrselt permitted herein. the Landlord ms� terminate the In" or. without notice to Tenant, restrain said improper use by injunction. Tenant further agrees not to leave the premises vacant or unnecuphed slur.{ the term i SERVICE Landlord wiU furnish the following senores to Truant: fit automatically operated enctator service at all times and nn all der%% throitrhour sae yea,:: (itI electric etirreat for normal office use, and Aster in etch smount- at in Untflord's absolute lsidgment it necestory Ins Imatorl and lake tic. poses: (list amnial and usual cleanse; senores except on Ssturda)t. Sttndsis end Holods)s, and tit I heat and air conditioning at all times ant as all dads throughout the year. 4. UNL•SUAL EQUIPMEW The Tenant will not install or ntalnrair, ons electrical)% operated egtitpint tit or otlirr machinery. esrept Iiglit office machines normsVil without firtt obtaining the consent in oriting of the Landlord, who way eonthiion loch eo t—cost upon the ppmriit ltto the Tenant of additional rips: in eompenswilin for excess consumption of %oter and,'or electricity occasional bt IN, operatit.n of tau: rquspn.rnt or msrhinen. S TENANT TO TAKE GOOD CARE OF PRET411SES Tenant shaU keep tim prerr►s•s in a rlean, We and samian condition and -hall perutit It., .stir or inlun to oreia to th- premise. an,! Lair-+ therein. of to an% additions. alterations and imp•ovements thereto. All dams:r causrd Its Tenant's nrnccoon-r. nr that of hip. a,ent•. ••Want•. empic'". or stssiurs, shall lie repaired prosepris lay Tenant at list wle cost and experts-. In the rtt•n: that Ill- Tenant fails to Comply faith the foregnieg protawacs the Landinr•I ►hall hats the r,puen to enter the premises and make all necessary rrpairs at Tensn:'s eo t and exprnve. the samr to be ad,l,-d to ans., ere psvac,- ur.F the nest monthly installment of rent. G. COMI'JA.%CE WITTI DIRECTII'ES OF ALTUOIUTIES Ter.en: shall at his oun cost and expense ptompil! t.rcute and comply faith all prreent or fuittre rules. rec-slatton,. law. an.! orders " a: pubic sur6cn:hrs ishicb are or may become applicable to the p;fats iscs extrpt at said rule+ per:atn I- onto oructurs: wort or alit-ide r^parr- Te:.a:- waars ail• Claim a;aintt Landlord for any eaptnir or damage mu:tirt bore eompisance fain, ant of tilt. said rules, rrFu:alion4 bwv or 7. ALTERATIONS AND IMPRO%E%lE%T5. ETC. Tenant sha!i not cut, dnt' int, , t:itLturr, defa-e t,r tiouie on) part t,f Ibc pr, 1.11 P.. no, o! •:ntrr o• perm: ant ni-o-u:ti, r, alieratinc, a id imp•ovcnen:. decoration or mtta!:atton ►n the peen 14r. .till alirra-u•n ad,luloo-, imprott•m tit.. oft', unm-llul.n_. bi;: rr,: III, Eand to, palsuon�. saihngt, air eonditionir; duets or equtprnrnt (ea-rpt mots!,'- furn.inrc and fixturrs put 1-1 at ILt eslotesr t.1 Tenant art.! out d, fa-1r: tar Inttirtn: Nit U ,tip Lrc airI,,. pre rs,•• .,..i.jii I,• nine cite itrup-rit of Lantlord at the terming•, fan of il,r terns. Lendlnr•l. hnfarter. the option it rrq,urr Tera::t upur. dt•mantl in vtromi; in rcrimtt all fi►lure• and addition.. Itnpf n.rm-n'.. d,rftraiu.rt or vs-tallatien• iln•It,•::�_ . Not remotabl• wlrhour delarin; of Inturinp lice leased promi►t•-t *"-I to Irtlnfe lip, lirrmit, . i,• thr Vnie cv-•l.tittn as fair p orig na)!t lia-hi tr Ter:' sessenslole •tar and Irar earept, d Te,.anl arrest to restore the p-emi•e► InomMlsaii 1, Mato tilt- receipt of the will demand In faritsnr at his oar -•: and expraw and agteia in ease of bit, lailurc so do to. that Landlord out rit, ..i and rtilletl the ro-i thrrrail from Tenant as herrinafirt protitie,i E In15PECTlOiii. EXAMUNAT10% AND EN-rny (SEE ADDENDUM -PARAGRAPH 12) 7�.l0ikijiAililQlD'�;�a;i�itxl" IOO:!Oi�iitKX.DG10(1Dii01s100104KDiIDiX7lKKE)OOiiiXiilti7l :liltlDiil 1G�X.lOi'aOCew} aUXdMR?XAKOMX)iQKA.><KhY]+;X107CU>d 4(XXYAKK'tOQiXAXUXXKKXKXICXYJOW MXXXKXX100i.VMXXK)M CX)LOX,i ti tdfacx�lp•fcx1+-o�vc�u'o�a�tr:��rloor�c�cxx�aorx�oQcx�c�fc+sloc�aflc�ouxl�kx�txlc�Xav�ydoc��Gieiocx�cx�odc��x��!►cY�"►t,�-• 'KA.iRY��alei'<*+lXY�twail�IbiCI(:rttditrt'►aLMI}tY.ltXWtlDbKlELiOt]Li!�)Oi islet(1IX11.70iK1�{JfiitlsLl�)(t1E)C)lJii►X?..ylai?VtliXkk?,kW.slt3.. aYiQtif�?1% iXiKili�d{+i�YilCXtt�►�kx.LX%?Ell{Y.�Oii+fi�liiDDtliY�Oi!id�J(1Dis1i.KJ[1fXii'J rlOC1DUL!{JC1isx:i00t7{tLit}.XiC►S+li�t'X. .t.tT. tiyyi►�rXily6il►liit�tXYi{.'iiX�X?{�i)171 Y?tX�.1t;XX�rJtrp�i.,ehD�irs)`I)iryi�0V1'�Ziy}Il�l..l�irJ�i-�ll•�killsi0lfli.�.l0i)fX]QL1Ei�JOtitXliJiJilDLlfiO�IDiXXiUiXJdJiXiXk'i.X�'• sM � ��:�%i 1lVre NYYr1i�i�arlileAll:�lMtia7L�1 ' If�.il{X�X�.it� l•. PPVA- aiX?JAlQWXX?hXdAXM10iMIXPi]DOIrA)CiUitiiiKO) O In ADW09M If%XCIUt}Ob1MMkT M1111 0�1Y.1D1yiiiOC• I4X-=YKbXPUMX,10X K?ORYxAidtiD�t�t'1iaCliat�( I06ig0[t, ,Zips-'r'1ri" !. 114CREASE 1N 1146UNANCE Tenant will tsar do or proms anything to be done upon l r bring or steep or permit anything to be brought or kept into or on the prey -eras which shall increase the rate of fire insurance oa Ilse building of which the premises form a pan or on site prop" located therein. 11 by reaaoo o! tea 4ilure of Tenant is comply with the terms of this leste, w by rearm of Tenant's occupancy levee tough permitted or contemplated by this irm . The its insurance role shall at any time be higher than it would otherwtae be. Tmat shall Mimburse Laadlard for that part of all in iuursace per mit(m ebarged because of each riolatioa w occupancy by TttmamL Z 812 -sag A. A 140 UAISIU `Y Trutt Still 1*1 hold IAtAard liable let bay intro deleet it tht pttetines or la the ieilding Ladiatd 1111al1 bat be liable lot Sty IS203 all watet aepply, aleetrie ewraat, ►geolik` or nit eandltieniat, elevstet Serviea. or any other se"ke; abt for iajsry a damogt to ptrrsen at ptupettt cedle M fire ar "I of by tba de taala of by a {set Tenants a persons in the building. or reaultiag bore the opet+tiea of altvalors. ►Staling at au Itmdctietaitg of lighting appotattsa, ter leant lalliad plaettt. ter Iran ottse . Bae, aleettieity. water. rain. at dsiiphesa which out kale of Dow from say parr of be iatadtng, a Item the pips► Swim eft II, pitSabimg work al the some. at Iron any other place ar lot das+sg" reSulttsg itself the arts at malaaiatm if Tenant. Tenant's agent►, etmplstoft tathen at whet ortuytowt of the 1llr7diat Not shall Landlord be liable lot any loss at damage that Tenaat teSre ouffaih by reason of the e•losint of darkauing of ant of the windows in the ptemites through the rioctaon of of nay addition to a hew building of atait *ise. &ad the acme shaft set tonstotale a eenstruetite eviction. All goods of property of perraaat eteett Stated a plaeed by the Tenant in at abou• roe ►uilding AS!) be aI the ►ale h A of the Truant. 11. DAMAGE Di' FIRE OR OTt1ER CASl;ALTI' twelve (121), If. Ihrst,gh ne foult or aegltgenet of Tenant. his ♦inter•, agent& or Servants, the premises Shagl be partially damaged / Are or other eastta.-e the den,age shall !re repaired by landlord, and the tent. until such reratte are made. shot) be apportioned according to Mt "tot of the pret-M which are still usable. If tht damage shall be %a ettrnsite as 16 ftnde' ilte premises wholly amenable. the tent Shall eeste nl such time as t+e Premises 4111 become tenable. However. if Ike darnett is to ttie-lute Ibst the prenti►" cannot be made tenable wilhigoM mftnths from the as rehabilitation is Matted. either petty Shall have the nth{ to tersrsnatt this iesse eyrie ten flol dams written mallet to tht other, in ass the dui'e -; generally throughout (that,$% the demised premises may not be affected I is w+ injured at destroyed by Ste or other resualty Ihat landlord Lisa_ not dead to te-l►uild or reronairurt the Dttildtnt. the term of this lease shall era.e I'Mn ten 110! Jays written mallet who bt L.lndlnrJ snit the rent a -a': b• pot ur to the time of Such drst►uctoon and the Iteee shall 16ereafter be of no ittrth•r effect In the "eat that •ev quetttnn .ba'! srt� ba.-r_ LoodletJ and Tenant as to •%ether at not repairs shall hate been made with rratonahl• Jitpetch. due allowance ahs): he made for ant debt• ref.-- tnst Stitt in connection tooth the adju-tment of the Are instorance lest and for an%'elan arosont but of what arc eemtitnnh known as `Isbnr trntsl or material troubles" at from any other taws beyond Landlord's control. In any event Landlord Shall not be IaeSle to Tenant by resseri of it- or other damage to the BuJding or the derailed premises. IL CONDEMNATION If the land or 8ttildtng in which the premise-, are located. or an? part of said land or budding. be eondemnpd or otherwise leased or tdL.: trader the right of eminent domain b1 any competent tuthonty lot public use of is taken by private purchase in lieu of condemnation, this lease lei: at the option of the Landlord terminate upon thirty 1301 dal s notice to Tenant and tent shall be pail pro tots to such termination date. Tenant am' bave no right or claim to any part of the Sward or purchase price. 13. hO ADAMMEN'T No diminution or abatement of rent, or other eompentst,on, shall. be allowrd lot inromenience or iniury arising from the making of repa_•s. alterations or i rprote.meoto to the Building not for ant orate taken to eomply with any law, ordinance, or order of $oternmenal authors?. no- iar the Lanclord's failure. delay, or inirrnlrtion in suppltsng anl arrtcce, or in performing any oblslotinn on Landlord's pan to be performortl if the sane be occasioned or caused. in whole or on part, by accident, alterations, or repaim desirable or necessary to be made. ter by Landlnrd's inablllt% or c.= cult. In obtaining letter. material or supplies, of by reason of any caul• bevond Landlord's control. No such interruption• eunsilment ter char- of any such "serare" ahal: be deemed a constructive or actus! eviction. Landlord shall sot be required to furnish any of such 'senorep- dune; a-v period wherein Tenant shall be in default in the payment of rent. 34. ABANDONMENT In cote Tenant shall lair to take potsestmn at the commeneement of the term, or in case the premises or on pan thereof shall be so-s -d during the term prior to the esplratton of the term of this lease. Landlord shall ltete ti,e right to enter the premises wlthnut instituting art prong el. -.- tight.- by force of otherwise without being liable for dama;cs therefor, and to relet the some. or anv part thereof. for the unespitrd ponlon of lit, 1-- or longer and to collec: the rent therefor. and to arph the rents to collected to the payment of tent and all oche: sums petal,le It, Lanait,rd. T--s at a'! in surh rase temair. retporsible to Landlord for *?IV and all deflcirnrt , loss and gat -.a;• nslfrred b? LantttutS. as prodded in Frr:oor. I' Fe- purpesr o! this Section the premise sha:l be deemed to have been vacated wher, Tenant shall hate varafed the prerrttes and been Swat therefoo- -- ive (51 consecutite days seclusive of holidays, irrespective of whether the kr)s hsoe hen delncred to Lan •urn or nut. 15, DANKRUMCY, ASSiGNMENT. RECF.IVER51111 AND INSOL'IrENCi 11. before the commencement of the terrr.. Trn;nt he ediud,cated a bar+lrttpt, or make a'geners! ata:gnr-ent". or tsar the benefit of er.t r='• vend act. or permit an attecl.ment to Lor levied Inc debt• or if this lease be transferred to ant otl:rr person.. except so hereinafter prodded. tr -•s bt •il: or onirttaet, this lease shall. at the option of flip I.an,lintJ. he trrminaird urtun ten II I gat vori::er. nwrr. in that es•r. Tenant nr Trt.t- a estate rho!; 1-c Labte as prmidrd in Sertton IT hereof If. slier the commencement of the terni. art of tl,e events m-rotor-d shims it. this Art&-'- orc,tt, Lardiord may gite to Tenar:t tin ON d:tt written notice of iwen:lnr to trfntrnate Ilu• Iri•e. lot al tilt ell :-Z' -r Of ti.e 431d ten 1111 41 tern of this lease sl:aL' etpire as full? and romp{ -nett as if that dot veto the date or4ina!It bseti for the ex-.ra,mr. of it.- said vrr. T--s:: will sttr:rnder Ilte prentisrs to Landlord. bill Trnan: or Tenant's estate sloll retl.3on hill -it at hrreir.30•• prft%vl-� on 4cttnn I7 ftrrtt,!. 1• : . client of the het.urlinon of this leaae fit rrmitlr'I altntr. 1an,ltor,l 411a11 lie erwir,l In rm-,%r- frt•m Trnar• a• it•t uaa,• d ,1Jtn1-- 3- egt,al to tilt dlActence between the rent reserved heretlncirt for the •-st•t7ti►ed tw,rttnn of the term an" thr 1: • n fi„ an ! rea-rn314r r-r.,;' . of Or Ilemtard p►emise% for Ihr same prrinol. In the enmputatton of owirl, d�ela','•'•. flip elolverrnrp hett,••tr ant is".3"M :,1 of rent brrnn t't„ d-• a -- the del, of termination and the fair sold tratonsblc val,te of the premrara for the period for which such int!a!Iment its, pe%sb',r sl,ali lie lot-o.- -: to the date of Ienniastton at the rate at 4% pet annum. 16. VEitMINAT10N FOR BREACH OF CONDiTiON io the event of the default in floe payment of the rent (including ant additional tend, or in Cite event the! Tensm Shall fail or refuse it tam- possession at the commencement or the term. or in the event that the premiaes at ant part thereof shot! be voestetl dtorong the term of ibis 1-asp a- in the event of list drlault of Tenant in the pprinrrttaner of anv covenant. estndot•en. prntivnn. rule or regu!atton• enntsoneol hers -in. lisp ncet'.►r-r'- a' any such event or default shall operate as a breach of the lease and a waiter of all notice to quit anal .stair and. at the option of l sntltnrJ. tF.:t -asp Shall terrn.neir end Tenant shall surrenrirr the prrmtses is landlord. who shell Lap entitled to rrytt-srst the p►rrrites togefltet with ell addltlnra a -•a lions and improvements thereon. ruing such force as may be meepssary to *Virg Tenant. or landlord may pror»d to rernter poasessinn pur•s,s"! •• '-t laws of the lute of Florida. Teaast brreby exprl+sly waives any Notice of intention to 'Cornier still any claim for damages against Lan,ttnrrl e- s-d lord's agents, servants or employeft for re-entering said premism or using fore to reenter or fnr any dames- eauvd to Tenant'. prorprtt I•• s_,+ eetntry. It is distineth understood that Tenant's Liability as hereinafter pro►iekd is Saetiaa 17 shall aurvose and continue offer Stich Iermonatsot Sad re-entry or tepoosession. 17. DEFICIE%CY AiTEII PRIOR TERMINATiOh OR ADANDONXIENT AIND WAIVER BY T'E%ANT 1n coop of reentry, repossession or termination of this Lease prior In the rmpirotion date thereof. Tenant shall rMain liable. at the op'.-r of Landlord. for the rent sad additional not. if any, for the balance of mid term, whetlser Ike premises be relet at not. and for all expenses of the Iasi lord io re-ealMag. repoaaesSimg and iterrating Said prmisev- Teseni agrees to pay any delicaraey from said'etealint to Landlord at the end o' each and roory tttenth. Any suit broot$ht by Landlord to enforce collection of Such deficiency Shall sot prejudice Landlord'e right to enforce the eo';er.oam sl any forther deficiency for subsequent period. Lasdlord my relet the whelp er my pan of mid Promises for tine `,hole al suck uarspired period of this lase a longer for any reslol obtainable, giving such Concessions of Mott and making Such social or special repairs, alterations. dtcmtiesa ,tad doing well paistiog lot any new Tenant ar it my is Me mile diocretion dees advisable. Tema it beruby waives any right of ro lemptioa. a biefto. 0,(1 0 0 % We A9811 KMEM! oft suB.LaMma Of ftNA1n 11 MIt Tlie Tenant's intettst in Chit kale or any fiecutity depttuttd thereunder shall not let sold. ttansfetted. enoriRaged or asserted ow altall the 1►retrtttiEs, of any part thereof, irttludtnF dell spate, be te•t of stahlet •tthuut tier Est #ten consent of Landlord. or M dL.. inthotited a�tnt. Rrq It�ltdofsed hereon. Even though Landk+td shall consent to a twle. ttansQ►. fetnnpaigr. asstgnsnrhe or suhletil-g Ihetenf, tier afnttHaid restriellions sltali refrain in full fntte and effect. and fen further sale. transfer. ttioengage. atail(nnaeno or suhletio-4 Mal! be made stilhnw Landbld i consent in ♦ rttin Anl sale nt ttanaftt, st hrther to nor tat antat pers►ttet and hither at unt nr diRtr -: iltnes, of a It1ta1 ht 1hMe than ith� pf►cetM l�� 1 n the #hates ref capetil settle Of an) turpntalwn r hKh rs then the kl;at ItnaAl under t1R kart. Md1 ht deemed ah awigttattttsit teithin the tittaning of ehn Ststrtrsn. In the event that a suhltate or assig men# of the demised 111MM"n it a1111*1saeif hi the 1.attdloed. then Ilt r irnatst hereh% agrees that any rental incoomir rectited front the sub-Itnsm or assigttrt in else tea of the rental ttyustcd to be peed pursuant in this lease shall. stir paid promptly and fully to the Landlord as consideration to the Landinrd feet its approval of the sublease ts► assignment 19. COLLECTION Op RENT FROM OTHERS If the Tenant's interest in this lease he assigned. nr if the drrni%rd premier% tit sent pan thereoof In. stelolet. Landloird mat at default by Tenant, collect rent from the assiljtsee sir suh.ten:tnt and apply the• net amisiont collet feet as the rent dut frt►m It nant At► sit - collection shall be deemed a wetter of the co.enant herein ag.ttno %ale. trantler. m trlQagr, assounreirni and sulek•tung or a rele or r! Tenant from the perfnrnance of the to•enant% herein tttiitaosrd In ifor et riot tot tutIs del.tuh.lrnani he•rrin a%%ti;m do erne doer Irar. the sub -tenant or assignee to Landlord. and hereb+ authorizes use It ►ul►-tenant ter a%sibntt tot pay the rent dirttth its I.Andlo►rd 10. INFORMATION AS TO SUBTENANTS If the demised premise% shall he sublet in to hole nr in pan It% lrn.int.'Irn.ntt u dl. con demand is( I.andleotd. furressh and %uppt. •, w sting, wtthm three (S) data after sue h demand. an% and all snformattim is nh regard to %aid aule.trnant46 wabst h Landlesd snag respsee; Nothing herein contained shall be conyrued to he a consent to any %ub.letisng or is waal%er of the co%enant ai;ain%t ouh.letting ceintatne-d herein. 21. RIGHT OF LANDLORD TO USE ENTRANCES ETC.. AND TO CHANGE SAME For the purpeese of ntakmg rvpatrs or alterations in an% prorto►n of the nuiiding of whis h the prrntest•s icsrm a I►.trt. landlord out, use one or more of the street entrances. hails. pattagewaiis and r1riwaotirt tot the- %%eel Iluliduog. prosided. hs.rt•srt. that there ter Mee unnecessan obstruction of the tight of cntr% loathe prctm%c% t►hile the a.onc arc eel t upot•d. I andlord neat at .sits unit c bang the Hansen• number of the Building. remodel ter alter the same, or the Iotation of axis entrant a the•rc•cu. or any tither p,rtani ihcraol not owt upied a Tenant. and the same shall not constitute a constructne or actual. tonal Of partial v%nition. 22. ATTORNEYS' FEES If Tenant shall at ant time be in default hereunder, and if l.ttitliord %hall. m conoctroton null autlt drfaish. remoss itt .ct(ssrne: tts institute an% action and -or to render other profrttitetial so rase es. thuit Ienatit %ell ICelli bu►%r I.oediterd It or for csln•na of arras ne%% kriw and disbursements thereby incurred b) Landlord The amount of such exlwn%t•% %hall IK ctdletied a% additonatal rt•nt 23. EXAMINATiON OF PREMISES AND NO ORAL REPRESENTATIONS The taking possession of the demised premises h% Tenant shall fee ctentlu%ne e.edente th.st the prrmi%e% otrre sit l;•►etc4 a-0 satesfacton condition at the time such possession wa% taken. Nit repoesent.octona, trite rpi shor.r contained ht-reno. ha%r firt•n mach t►rt s•^c part of Landlord with respect to the order. repair or condition cif the prrmisrt or the Autlding lrnant will n►aler no s laom on at cation- •f am represent at tons wh,itseee%cr. it het her made be, ant renting agent, forfeiter. ceR'e.er or athcr rt•prrst•ot.ul.Coal` 1-aediard rer wa hit 11 nu• ht contained in any circular, prospectus or ad%erusement relating to the premises. for Wier%esu. unle%% the saner t• %pt-t ifiti ales se•o #earth is: • lease. 24. SUBORDINATION. LIABILITY OF LANDLORD. ATTORNMENT This lease is subject to and mortgage or n%ajnr lease no%t car hereafter placed upesn the land feu hicadtr,g The hshthty of the landlord or its astignt under this Irate shall ext%t stop %t, long a% such persaen c% the ow nrr of the subject -ea' estate. and such lability shall not continue or suns%e after transfer ref iswanrrthtis Tenant agrees in the escni of an% art ter nmcttatn ht Latirlitcrd w hat Is wcsulti gnc •Irn.tot the right if. err mtnarc elea.lr str rsr tut a parial fer total t%iction.'Ienanr shall not e%crctst• am such right (si until lit• has ricstified m urotng the belch r fef an% minigaKc %.hs - a: the timr %hall he a hen on the dertmed picntiset or the ntarsr levitate. tl ate%. of tuth a.t of itirms,sn. (tot until .a rr.t%an.dtir per14K1 _ exceeding thirty t301 da%s. for eon,mcne ing the remedioing of tiet h ate t or ontio tine shall ha%c rialmed (c•ll,m 000g the Cuing attests h n..: - and mit such holder ur rnalnr Ietsnr wa n h reasonable diligent c. shill ns►c Itaar%ttcttmme o<rd ,cod a untinurd et. root tit sit. h .0 t or ism,•- or to cause the same to he remedied During the pernad tiritirtn Ibr goi itig tit atlt It tints r tisd the tcnir•d.usg eei %u, It ate t air eenit%.Intr. ' t. rental herein tecited shall be ahated and appnrtueord tit the esitr•tit 111.11 .co% Isar# of tier dt•mtard premt.r. %h.ti; ter timrtiatilt If such mortgage lee fatreLltl%eel tit %tit It nwj,bo Ira%r t%irrnitnatvd. thud alum irilur.s of the nt,erigart a or m.tuor It• %et, lrnan atinrn trithe purth oer at am forciloaure %ale thcfeuuder or tht nsapir IC Mai alcd wadi roaCt tut %tit it tte%iru:tat•tit• at nlas INC oecet%a- e appropriate tit evidence such attainment !S. HOLDING OVER If the lenient remind pntweimitti of the Iort•ntitm or am p.irt therr iit.duet thr trrnoo.etssitt ref tht• term or ao% catrn%oin ihrrc•se- 1•,. lapse of time or nehertti%e. the 'Ien.int shall pm tier l.atnllord runt at de►uldr the- rare p.st.ehfr tier the tt•ar unrrae tlirtth pre•credtnl %.r! holdoser, computed an a per month bases. for thr unit, the lrotaor shut rris oat its pettunustee Thr prenommois%of lbs. li.traltraph d -.it waive the landlord's right%tot re-enin or and osihrt isight hrrcundrs :fin% rrit•neetln of tier lorenomm -skier list- icrinin.atom Mehl, k•a%c it - any extension thereof shall be considered as a month its inunlh holdo%er utsltwe% ostherwaat• dgtttd its in writing ho, hrnh partces 26. CERTIFICATE /Y TENANT Tenant shall delrver to Iandinrd for in lint niortgagre, and tor%. or prtetpo•cts.r pure ha%rf. or the owner elf the lee. %shrei rttleo-.d by Landlord, a certificate to the effect that ilm lease s% in lull lour and effect and tltae I.titdlcord n nest in delauit therein. or sr- • .: specifso.alh any except suns thereto. Failure to gne sus h a ceniGcate wa ble%twao (Y) strel%after written rtyuru shalt for tconcluso.c ce,scen.e that the lease is in full force and effect and Landlord n ncso in default and •Icnani shall he estioppeed from asserting any drlaults kreour to him at that tome. 27. REMEDIES CUMULATIVE The various rights. remedies. powers and elect inns tat Landitord reserved. expressed eir contained to this tease. are cumulatcte, and no one of them shall be deemed io be excluseve of the others or of such wiser rights. remedies. powers, opos►ess nr clecissons as are note or they hereafter be, conferred upon Landlord by law. 87-G0& ft NO WAMU Of rWO&KANC. e **vv rt by Landlord of an` p► Aron hereof %hall be detthed to have Beth fna� so t~uch traott be in wthting atgthed ba fadute of tandle tit to ion Wit upon the strort periotty+ahte of shy of the totrthahts Ste totrdtltrsonl el this Itaae. or to t1ltsioat my optsilift hiertin "fliferred. Shall no I* construed a% fbaiving or etLnqquuhing tot the future ant Such couthanu, tort6twh% of o"artrr tltt Snit! flhantonitnue and tefnitn on full ttsrte and effect Nh atl oCLandlord Of il% agent dutthg the Ittfh hereof %halt bit dttfhfd r Wtp!tafllt oft surrender of the laid prersiaM unless trade to iariithg and personally sulturahed by Landlord, hetthet shall the lleliven of tltt lieu: tll line ptet!amie% bt Tenant to Landlord tar to agent be dettried a stlttthder and atetrAbhce thtttof No pafh+eht by fiehaht d r 11111slr alder N e11AIll the etonehlf etht herein Ntptllattd %hall be dttthtd to be Usher than oh account of tht attpulated rent %%enerer ion k1lib lease the word `its` it utttd is %hall refer b►ttirtse to *his'. *heir` ear `their'; s►hthevet the rand `his' it used It SW toter likewile 1G6W".vviW atovithetr'.and whthetet the trord `landlord` cst `Tenant` a used it %hall reftr hkttsmst tfr `lesln►` and'lestrei' lrespe+ctittlr The plural shall be %ultainuttd tut the Singular nutrnM*r ah ant place of places hertih ishert the contest that requste stst+ substitution air subststutsons s K AGI EE1ltIM TO 14DEMw1n Teaaat shd iodemify aed save Landlord harmless. and does agree t* indemnify sad mot lAadletd hartaltml of ohd from all Ames, 04.1im ittsemds tad causes of action of evm astute t■hatsoeyer musing Of trotting mot of W it any sseoar t*anected with the oecupstiee er toe of tie preassea mad tltaildiss. aad every part thermal, by Tenant and the employees. estate, sef%mts, sweats aed ievittes of Torment. ihrlud,sg without lstbae f ton@ sesetslity of the blessing. eat Claims. demands and causes of action for personal iojuy, aed jot proporm demise, and said tndem"illcstaeh she, estead to nor Ines, tbima dessods sad causes of action of every assure .bateoevet which may be Dude upea, sustained at securized by Lsedlord Ir tows of any ►rescl` vielstica or son-perfeptaente of any septa. Covenant of eooditian hereof ea the pan of Tenant• or by items of shy act *r *rotas." so the ►eft of Tenant end the t:mployeft ogesta. eervests, guests end imiten of TeouL to any such event. Contributory stslig•a•e all the port of Ur Lasdferd shall set is any wise agrees Tenney% obligations order this indemsification. Tenant agrees that this iademniflcatsen shalt lumber eatend s all costa incurred by Landlord. including rtasotabie attorseyi tee► 31L ADDITIONAL RENT it Landlord shall make any espeaditure, for which Tenew is luMe under this lease. at if Tenant 4611 bit to spoke an,, payment dui fry_ his ender this lease. the #mount thereof s►sll at lAndlord's epilon be deemed *additional rent'slid shall be due with the nets succeeding instaUrsz. of real. For tie mospermeat of any `Additional teat' Landlord shall have the rise remedies and rights that landlord has far the mespsymest of at bete rsL 31. 140TICES l 100 Peachtree Street N.W. m Atlanta. Georgia 30303, Suite 233: All notices ahall be in writing Any notice by Landlord to Tenant shall be deemed to be duly given it either delivered personally to Testa' ar teat by registered or eenified mail. addressed to Tenant at the building in which the Premises err eituated. Anr notice by Tenant in Landlord oIi be deemed duly Siren if sent by registered of certified mail to Landlord a IGIi Jr or W sue Other ast re • may hereafter be designsted by Landlord%. and also to the agent of IJndlnr ehat::c.l wort% the reniong and etsnagemeat of the Building. SL SL'RRE%DER AT EXPIRATION OF TERM Tenant %Frees at the expiration of the term to quit 'and surrender the premises hereby demised and nenthing belonging to or rs• meted thrrosith in as Rood state and rondlttun as reasonable .ror on.i age thereof &,It permit. and to refenve all signs. adter.ttemrets and rob:: from the acid premises. and Tenant hereby eapres.lor authorizes Landlord. as the aS►nr of Tenant, to remove ouch rubbish and make such ebm4ft sad repairs as may be necessary to restore the premises to such condition at the expense of Tenant. _ AL RULES AND REGULATIONS, Tenant agrees to obvrve and enmply with and Tenser a=yes tl,sr hit avioilt and all pertnn• vision; in tM demised premises will ob,4 and comply with the rules artd regulations annexed herrto and eoirh other and fucther male+ and regulations so Landlord mov from time to time do-_ aeedful and prescribe for the toputatinn, safety, rare and cleanliness of Or Ditililung and il.e prrtenarinn of Frond order thereon and the comfort. fro - and convernitar► of other otrttpants of the Duildin;. wltirl, rules and tog-ilatirns •hall be deemed terms and conditions of this lease Landlord sri sot be liable to Tenant for the violation of any of the said rules and regidat►ons by soy ether Tenant or person. 34. IMPROVEME%TS Ill' TENANT Is making arts al:erstrons. Arcnrnt.nns. od•loi..ns, insral!attnnt or improvements to or in the prariaes. Trnw shalt emplo• only such Isar ao sbaL' have the same union affiliation- as the workmen of Lrldlofd's cnatfaclo►s. and Such as will not Cause svtkes or labcr trouble with otr eap'eyets in she Building employed by landlord or laroJiord'► contract..?,; and all such work done by Tenant Donal! be perfarmet sad installed is as a Warner that the some shall Comply with all prottsocns of law, ordtnan•rs and all rules and reg0stions of any and all agencies and authorities bavr4 jurisdiction over the Premises, and at such time env! in stoeh manner a• act to interfere with the progress of any work being performed by or in account of Landlord. Notwithorandinit the Inrrpoing. at is understrood the' Tenant is mot obliged by Landlord to mske any atr.provemeat or s prorrments, and in so event %bull Tenant have the right to create or permit there to be establrsho-d. ant lien or tocurtLrance of anv "stuff sp_m the premises or the Build.rtr lot said improvement or ampto►entents bt Tenant. and Tenant shall fully pat the cost of an* smprovcment or e provrments !Wade or contra -lest far by Trrsot Any merhar.ic's lien ftl.•J against the premiere or the Building for work claim•! to hm•e been dent sr wtateruls claimed to have been huntshed to Trasni shall be duly d!srharted by Tenant within ten 1101 dale alter the ftltn; el the I.en !a. DELAI ED POSSESSION 1f the premises or the Building shoold not be temploted. or if the occupant whose lease eapirrt ptv r to the dsv f+to-it fo: the rommen-seta• of the sector herein demoted ►hall sot here surrendered the said premlte•. or if for ant saber rravnn Landlord sl.odtJ b► unsl.e to give Tenant RF motion of the premises at the time of the commenremeni at the term as sbote provided, then the enmmenerment of the irrm she!! be prim pinnod a- Iaodlord is able to give portramon, and the rent for the said premises shall ftnl commence until stir h ro—eurnn is giver to Tyner-. rrovoJed, howe sho► Landlord shall sot be liable for damaRee. if any. ausrstard be Tensnt on account of the failtore to cl.tatn post•setrtr.. anal rrotoded also that the tea - is giving possession shall in so other way effort the Wigerooms of Tenant her ender, irrespective of the durstton erf much dole, as. 11ISCELLANE0L'S It is ondentood that any dimensinns or sires on rtthet wnfktng at rratang plans of, merely Arprnxirnalinne and shether anion plane r► stisebed or ere made pact of this teat• or cant. Landlord altall not Ito bablr. and this {err shall not IV .caul at voitlal.k. ho+Aute raigentaes one •1 duriag eoestructio", altersoon or preparation far Teaant's *ccupenr) result iu eloanps ant satforatorl on such plans Temast has deposited with Landlord the sum el _ _ ._ _ . , — t g as weevily for the faithful pordorfmonre and ob-.r.anro, by Tenant of the terms. ProviSioltt and eandittrtn. of the. lea• : it it a- a.tt an son• r-- Teomet defetlm is respect of any of the rears. provionns gad coalitionist of this hose. including, but not lamotrtl IN, pavmrnt o! test one a: ditienal rewt, Land{nrd say solve, apply w retain thr whole or any pan of the security ao d►po+mted s* the l rrgtiard for the pssment at a•• treat and additional rest a any other sum as to which Truant is is drfauh or for any ruin Which may expead or met be required to exrr-c by %sonar of Tenant's default in revpest Of any Of the tame, avormrirs aed condtiin .• lease, sarludonS. but net limited try, ant sir age or "Ciency im the MiniNR of the prrmises, whreber such�d"SRlxxteyd n my wenred b►fnre w after summary proceedings ar other registry by Landlord. is the mot that Tems"I @hall fogy andcomply with all of the terms, protitions. covenants lead ear. dideas of this lease. the seewity sW be returned to ?seen% a as the and of the lease and after delivery of entire possessm- a! the promises to Landlord. to the *sent of a stele of tuwpeoaood Buddies. of which she position form a part Landlord shall have the right to trsnrt- the securaq to the vendee, sod Landlord Ahst apoo 10 pleated by Tamest Iran all liability for the return *1 such security gad Tenant aster to isi to the sew landlord solely _L044009imorn of said somrity. It is agreed thst tits parisiono brreef dull apply to at+ery transfer *r wignmuent aside of the sssonty, to a ndlord. Tenant ferthrr aovessmts dot fa will sat snip or @%camber the tsom•yo deposited herein as sstwili aa'I gut neither Lan or its snips shelf be bound by any seek assignment or weamabreace Landlord shall sot be repaired to keep the security o a sagre rnuni and the warily gar be commingled wish atber funds of Willard, and in so @.cat shall Teseal be entitled to say istrres sa 6 87-6© 5 IL QIJIrt POSSUSIO14 Aldo b'i'I S COVLNAWTS uNdIst1 eveWru "I If aad in beat as Teasst "to Al 9-"1 told dditisital ttat tweved bt this Itaw led Herter%$ acid s►etiver it Of tbt a.eoloat► rnadids" sad Iirlte sad tadtttsueole ►nett. TUSM, 01%611 faied? ojet the deaised promise, ottbjeet. bbut"t. a tie tert.. d Ibis least sad the tatiot Itaee, raat'eStde sad eaetttabrsaees above so"ossed tad provided fat. Tessin etPrewh specs lee hiauetf. ►is not sd[viaielrstsrs. Ptraesal lerettetttathm atteeesore sad wigs that a* te►eolettt if gaiet et►jetmest (etort" w impl,td) sttd at sthe a•ettaa r We Its* se t►e tact of IA§Aotd to be larfeeoobd. AS11 be bisdind goes Lmillwil silt M lan► & Laadtbrd romsaw the sari of tie bWld+ea st "kh 60 destiad ptsies Ism s lim $9. AbDtTIONAL CONI)fTIONS REFER TO ADDENDUM TO LEASE AGREEMENT AND EXHIBITS A THROUGH -/ consisting of Addendum to Lease Agreement, pages l through and Llr_ ages of exhibits to this Lease, all of which are attached hereto and mtade a part hereof. IN WITNESS WHEREOF the respective panies have hereunto set their hands and seals and,nr afirixed the: - corporate seals and caused these presents to be executed by their dull authorized officers. the day and dear first writ.!r above. %I I*NLSSED: As to landlur As to Tenant X1111MI W.• =Lf./ M0Q3 THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES 'landlord` / AMXRIFIRST FEDERAL SAVINGS AND LOAN ASSOCIATION ,�— -�%=1 � (Sea:► "Tenant" MEN 87-609 RULES AND REGLUTIONS 1. 'he tmuilw passeges, asrridom balls, alevstsrs, bad sotrways shall ant be abotroeted by Tettents for sit purpose and abati ealy bit stood for isp eas and opme la ad iMa Ibsi' respective premises, No scats ar tttlo objects altall be pennated ss the public oerttdsrs. t The, dsatar wipilsor `mph dears sod any lights chit teliow st adWI light into the halls at whet plates of thY building aboll W be severed or obstransd. The water at msab dSstu and arisols All ttst lot eted lot say ►trrpeses athet than these fee which they +.are eanaV=*A and tie isiatio so substaaee of lot tied wbataotter shall lit "go theteitt. and At expense of say breakage., steppagt at damage Malting !me it violation Of this nit shalt be borne by Tenant tx Teashis who. er Sheet derks, agents tor serttsaw Shelf tame it. Tensaw their ageots as: am. pleyen that put set all figbio sod close st+d Met all eavases dose spec testing the premises, i Tenant avores that so sign, advertisement sot Notice shot be inscribed, pointed or afltted on aey port of the isside of outside of the Suildtng except Oe the tatrenee office deers slid then only if of Such tire. tiler and style so Landlord shall determine At the option of Lis; r±. only the sign pointers designated by Landlord shoU be employed by Tessat lot this wenh. A directory wiU be provided is the main a U" . bait at the expease of landlord. No owning% eeterings. Sir eeaditiening asits er Other fistures Shot] be dfiaed to say of the windows is the p»_sn without Landlord's approval and consent is writing and such approval and emesesk if gives. ass? lot epee etseb condition as landlord is its mtie discreties am? imitator. 6. Tenant& elerkk semaats or visitors entering the Building after 6 T.M. tie workdays, after I *.M. on Snurdsys and as Suedm ar Halides most sign the register is the entrance ball. if any be kept there. for suck purpose on entering and as leaving S. landlord shall have power to prescribe the weight and positioe of iron tales sad machinery. and they shall in all noes quad as rwo• inch thick plank to distribute the •e►ght. and the espense of repairing say damage done to the Building by installing nr restoring a safe of mati.sor-y. or by the some while on the premises, shall be borne by Tenant. Salet and machinery shall net be moved into Or out of the Building eseept by preens approved of and at time fined by Superintendent. No freight, fornitt,re, packages sic bulky matter of any description will be received a the Building. or carried up or down in the eleveton. eaeept during she bOurs designated by Landlord. Tenant antes that all machines or nark s=-y placed in the premises by Tenant will be erected and placed ao at to prevent any vibration or annoyance to any other of On Tenents is the BL:hng of which the premises are a part. and it is agreed that upon written request of Landlord. Tenant will. within vas f101 days after the ma%ag of Stich notice, provide approved Settings for the absorbing. preveatisg, sr decreasing of noise from say sr ail machines Or machinery plead in the premises. G. No lamp, fiature or appliance of any sort shall be attached to or connected with gas or electric fissures. if ass. witltie the premises. tsxpt such as are furnished of approved by Landlord, nor shall Tenant install or operate in the premises any electrically operated equipment or ether e;aip- mint of art kind or mature whatsorver which will imolse the consumption of elertricity or cater. or may necessitate say changes at additiem to or rega,rt the use of the water, plumbing. beating, air conditioning, at electrical systems of the premises, without the prior written consent of Lantre-d. T. Nothing shall be throwa by Tenants. their clerks of servows. out of the windows or done, or down the pessagew@%I of ti►e building. lie• 0611 an•ihir.g whatsoever be kept or plared on the window sills at ledges. Tenants ahsL' not make or permit their clerks or servants in make improper asses. of plsv musical instrument* in the premises, or interfere in any way with other Tenants, or those having business sith them nor shall animals ar, itrds be brought or kept in or about the ldwldinp. 6 Tenant is not allowed to hove any cooking uteosib er to do any cooking of any kind whatsoever on the premises or other portions W the Building: nor to permit any tending machines on the demised premises for the sale or dispensing of food and!er drinks and 'or any other merche:se; not to permit or allow any third persons to deliver food and/or drinks into the premises for consumption or storage an the premises sithos: :and - lord's wr►ttem approval; nor to have any sleeping apartments nor an the premises or any pan thereof for the purpose of sleeping thereia. 9. No Tenants or any of their employees. agents, ar visiton shall at any time keep or hate on the premises any kerosene, pmphene. be -_-lie. Na-r! aL gasoline or say indatrmable or eombustibk fluid, chemical er explosive during the term of this lease. 10. if Tenants desire teleg•&ph.c or telephonic connections, Landlord or its agents shalt direct the electricians as to sbere end bow the w fires are to be introduced. and without such directions no boring or cutting of wires will be pertained. Ne antennas will be perm►:ted. I1. RlcY,lOiSipCliillCiitUi!Vuf`fatxd'1Jll�i?fiX;C1ii43S�Wyc>iMiit►lf:I�E.Ik`OC�GZfi�!�3f;`fdL1C>!lids,KCri�ts•:iiKr.'lCliYdtyt3tYaftr►atllKiC xts7txtc>.ytsoE>k»>t�k�luttiltdskitotttttf•�6caadrxkt�tsvtt►tcadtcr,fr�tshrittaacx ataatxmcmtti�tt�txt►ittt:talatt��.�titsc r�.t tt:•�ttciat�t`.xta;iatcxttatfaoithe#yet©b'iatticxlot�-+axttacftaodkrd+ytrttorxsrenfx 12 LanAlert+ shal' be in to saw respcn►ib'e to any Tenant for any lose of ptopeny from the premises, however ocrufr►n;. or for any es-aie to tLe fu:ratu:e or other effectt, of any Tenant by the Superintendent or any of Land;•.rd's other employees. 13 No Tenant sl•al: orrup� or pertnit sn. pnruon of the f►rmises demit+d to him to be oeeep►ed as an office to- a pi-C!ir atenv;r.--- or lypi*•. or at a barker. manieure, or chi rpm-dist shop. or as an emplAimrnt bureau or arl,00l. or for the sale of aevnitap-m. perso•firals. ma:s•+-*. these: lock -It. liquor, narrotirs, dap or tr.harrn in env lnrm. hn Tenant shall engarc or fay an% employees on the demised pretrises, eacep : use scti►ally working for Such Tenant on said premts►i► or ad.rnise felt laborers Riving an address at the said premtset. 14. Tenant shall not obtain any towel supply or ice service except from persons designated by Landlord. Nor ebta:o drir:ieg water for a very an the premises from any source not approved by Landlord. IS. in case Landlord shell. in the e:ercia, of any right herein granted. store any personal property, belonging to T<raei landlord aha :are the further ►iglu to dis;%ow of Fuel, rwnprnt by sale or othersite npnn two weeks' entire in writing for the- porpo.e. If Landlord • .mll sell a_-- w.A property. Landlord @hall be entitled to retain from the proceeds thereof the expemses of the ale and eost of storage. 16 Landlord &hall have the right se proMbit sav a.lirrtising by Tenant which in Landlord's epiniea is harmful to the Btti:dittg. its re;..A,c: Or its detirability &a So e6ut build►ng. Tenant shall dtscominue Stich advertising imtnwistely upon written sotilicaties by landlord. IT Landlord reserve+ the right to modify she ferrgning rules and regufatines, or any of them, and to !sake such other and further n, sv and regn/stions as in ins obsolute judxmcnt may from time to time Ice s►er'llttl hat the repetstson. safety, care and elesali&ese of the Building. and is• the preservation of good order therein. and any such other and funlwr rules and regulst oss &half be ►isdiag open the parties beretr. with the aiew iarce sad elect as if they had been inserted at the time of the execution besot. :'--C)0 � ADDENDUM TO LEASE AGREEWNfi CONTENTS PARAGRAPH I� PAGE 1 Renewal Options 1 2 Rental Escalator 2 3 Expense Increase Pass Through 6 4 Improvements 7 S Option to Lease Additional Ground Floor Space 7 6 Right to Receive First Offer to Purchase 7 7 Sign Rights B 8 Assignment and Subletting 9 9 Utilities 11 10 Access to Fuel Pumps and Additional Rent for Parking Spaces 11 11 Miami Club Lease 12 12 Inspection of Premises 12 13 Nondisturbance Provision 13 14 Security Deposit 13 15 Equipment on Premises Acceptable to Landlord 13 16 Cooking Permitted on the Tenth and Eighteenth Floors 13 17 Advertising 14 18 Citibank Space 14 19 Storage Areas 1» 20 Security Room 15 21 Operation of Console Room 15 22 Customer Parking 16 23 Monthly Parking Spaces for Tenants 16 24 Lobby 17 25 Insurance Liability - Annex Garage 17 26 Method of Accounting; Base Yaar Operating Costs 17 AM23- B 8 -6O q ADDENDUM TO LEASE AGREEMENT THIS ADDENDUM amends and alters any contrary provision in the attached Lease Agreement including the rules and regulations between AMERIFIRST FEDERAL SAVINGS AND LOAN ASSOCIATION as "Tenant" and THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES as "Landlord," executed this QD day of June, 19110. To the extent not controverted by this Addendum, the &foremen- tioned Lease Agreement is reaffirmed in its entirety and to the extent that said Lease Agreement has blanks uncompleted, this document is deemed to complete said items. All references herein to "this lease" shall encompass the Lease Agreement as supplemented and modified by this Addendum to Lease Agreement. THEREFORE, in consideration of the mutual promises and cove- nants contained herein, the parties agree that said Lease Agreement is supplemented and modified as follows: 1. Rene%a; Options. (a) Subject to the terms and conditions specified herein, Tenant, at its option, shall be entitled to seven successive extensions of this lease to be exercised separately, each such extension to be for a period of five years and to be upon the same terms, covenants and con- ditions as those of this lease insofar as then in force and applicab;e to such renewal term (including but not limited to all provisions as to the items of payment of Base Rent and additional rent) except that the last such extension shall not contain a provision for a further renewal. In the event that tenant exercises all of said options in accordance with the terms and conditions specified herein, the term of the last of said five- year extensions shall terminate on the 30th day of June, 2030, and Tenant shall have no right to extend the term of this lease beyond such termination date. (b) Each of said options to extend the term of this lease shall be exercised in the following manner: 87-60S, (1) Landlord, not earlier than seven months nor later thin Six month% preceding the date of expiration of the then existing terra of the lease, shall give Tenant written notice confirming that Tenant has the option to extend the lease for the next renewal term. (2) Within thirty days from the date of such written notice by Landlord to Tenant, Tenant shall give written notice to Landlord exercising the option to ex- tend the term of this lease for the said five-year renewal period. (3) In the event that Tenant fails to give said written notice to Landlord within said 30-day period, it shall be conclusively presumed that Tenant has elected not to avail itself of the option to extend the term of this lease, and such option to extend, and all further options if any, shall be null and void. (c) The option to extend the term of this lease in accordance with any or all of said renewal options shall terminate as to any space subleased by Tenant. (d) Notwithstanding anything contained in the foregoing to the contrary, the option to extend the term of this lease in accordance with any or all of said renewal options is expressly made contingent upon (1) Tenant not being in default under this lease either on the date of exercise of any option to renew or on the date of expiration of the then current term of the lease, (2) this lease not having been terminated and (3) Tenant's interest in this lease not having been assigned. 2. Rental Esca'ator. (a) Effective the first full month following five (5) years from the Lease Commencement Date, which is the month of July, 1985, the monthly rent shall be adjusted by recomputing the annual rent per square foot based on the lesser of the following: (1) The Consumer Price Index, All Urban Consumers, for the sixty-first (61st) full month of the Lease, divided by the Index for the first full month of the Lease, multiplied by the annual base rent per square foot. In the event said Consumer Price Index, All Urban Con- sumers, is terminated or unavailable for any reason, the foregoing calcu- lation shall be made by using the successor index or the most nearly comparable index thereto. -2- 8"; -60 9 s & 1.30. (2) The annual base Pent POP 1lquare foot Multiplied by (3) The then existing market Pent for Comparable quality office spate in the Miami area. Example: Rent per Computatior. 1: Assume that month 1 of the Lease is June, 1980 and that the GPI for June, 1980 is 250. Further assume that the CPI is 375 for June, 1985 (month 61 of the Lease). The annual base rent per square foot for the Tower Space is $16.25; for the Ground Floor is $31.00. 375 x $16.25 = $24.38 Tower 250 375 x $31.00 = $46.50 Ground Floor 250 Rent per Computation 2: 1.30 x $16.25 = $21.13 Tower 1.30 x $31.00 = $40.30 Ground Floor Rent per Computation 3: Assume that market rent in April, 1985 is $22.00 for Tower Space; $38.00 for Ground Space. Therefore. Tower Ground Floo- Computation 1: $24.38 $45.50 Computation 2: $21.13 le $40.30 Computation 3: $22.00 $38.00 Pursuant to the above example, the new base rent per square fc--: beginning in month 61 would be $21.13 for the Tower Space and $38.00 for the Ground Space which are the lesser figures per the above computations. (b) Effective with the first month following the 10th year of the lease, which is the month of July, 1990, the Base Rent for years 11 throug` 15 of the initial term will be calculated by taking the existing Base Rent in year ten (10) and adjusting same using the same computations as set forth In subparagraph (a) above, except that in Computation (1), the CPI used will be the Index for the 61st full month and the Index for the 121*t full month. The criteria in making Computations (2) and (3) will be the same. -3- 87-605 (c) Because the Consumer MCI Index, All Urban Consumers figure mentioned in the preceding subparagraphs (a) and (b) may not be available for some weeks subsequent to the commencement of the sixth and eleventh years, respectively, of the initial term of this lease, rental pay- mints for said sixth and eleventh years will continue to be made to Land- lord using the total annual rental payable to the Tenant during the fifth and tenth years, respectively, until the new "Base Rental" figure is de- termined. The increase, if any, in rental payments due as finally de- termined pursuant to the calculations specified in subparagraphs (a) and (b), over those paid pursuant to the immediately preceding sentence shall be retroactive to the commencement of the sixth and eleventh years, re-. spectively, of the initial term of the lease and rental payments payable on the basis of the new "Base Rental" figure immediately shall be due and payable to the Landlord, as rent. (d) After the initial fifteen year 7 days term of this lease, the base rent per square foot will to adjusted only when and if a renewal option is exercised. Each time a renewal option is exercised, the Base Rent will be adjusted to the then existing market rent for comparable quality office space in the Miami area. (e) For purposes of arriving at the existing market rent for comparable quality office space in the Miami area, all factors affecting the total rent paid including but not limited to expense passthroughs and cost of living adjustments, under both the terms of this lease and the leases on comparable space, shall be taken into account, to the end that in no event shall the combination of Base Rent and any such applicable items of additional rent under the terms of this lease, exceed in total the base rent and items of additional rent on such comparable space. Df If the Landlord and the Tenant shall be unable to agree in writing as the then existing market rent for comparable quality office space in the Miami area ("fair market rental rate"), as mentioned in subparagraphs (d) and (a) above, such fair market rental rate shall be determined in the following manner. At any time during the last four months of the then current term of this lease, either party may give a notice to the other stating the name and address of an impartial person 8 ; _60 �a to set as appraiser hereunder, and within thirty (30) days after receipt of touch notice the other party shall give notice to the sender Of the first - mentioned notite, likewise stating the name and address of an impartial per- son to act as appraiser hereunder. The appraisers to specified in such no- tices shall be real estate appraisers doing business in Dade County, Florida, and having not less than ten (10) years active experience as real estate ap- praisers in such County. If, after notice of the appointment of an appraiser, the other party shall fail, within the specified period of thirty (30) days, to appoint an appraiser, such appointment of a similarly qualified appraiser may be made by the then President of the American Institute of Real Estate Ap- praisers, or such successor body hereafter constituted exercising similar functions, upon application without notice by the party who shall have ap- pointed an appraiser. If, within thirty (30) days following the appointment of the latter of said appraisers, the two appraisers shall be unable to agree upon the fair market value rental rate of the demised premises as aforesaid, said appraisers shall appoint as third appraiser an impartial person similarly qualified, who shall proceed with the two appraisers first appointed to deter- mine such value. The written decision of any two of the appraisers so ap- pointed fixing the fair market value rental rate of the demised premises as aforesaid shall be binding and conclusive on the parties. If any appraiser appointed by either party, by said President or by the two appraisers so appointed shall die, be disqualified or incapacitated or shall fail or refuse I to act before the fa;r market value rental rate of the demised premises shall have been determined, the necessary appraiser shall be promptly by the person or persons who appointed the appraiser who sha!I have died, become disqualified or incapacitated, or who shall have faded or refused to act. If such fair market value rental rate shall not be determined by the appraisers prior to the effective date of the applicable extended term, the Tenant shall continue to pay the Base Rent payable during the immediately I preceding lease year, and upon such fair market value rental rate being determined by the appraisers, the Tenant shall promptly pay to the Land- lord any additional Base Rent due to the Landlord on the basis of such fair market value rental rate. The Landlord and the Tenant shad each pay the fees of the persons acting at appraiser on Its behalf and shall each pay one- half (1/9) of the fees of any third appraiser. (g) Nothwithstanding anything contained in this Addendum to Lease Agreement, in no event shall any new Base Rent (whether during the initial fifteen year ,7 days term of this lease or any renewal term thereafter) ever be reduced by any decrease in operating costs. 3. Expense Increase Pass Through. The Base Year for the initial term of this lease shall be the calendar year of 1981. Subsequent Base Years during renewal terms shall be the first full calendar year of the renewal term. Throughout the term of this lease, including any renewals thereof, Tenant's pro-rata share of any increases or decreases in direct operating costs of the Building, as defined in Section 1 of the Lease Agreement, will be charged to Tenant. Between 30 and 60 days after the beginning of the calendar year 1982 and of each calendar year of the term of this lease (including any renewal terms) thereafter, Landlord shall deliver to Tenant a reason- able estimate of the increase of the direct operating costs for the Build- ing during that calendar year over those in the Base Year. Tenant shall then pay to Landlord, with Base Rental payments due the first day of April, July and October of each such calendar year and due the first day of January of each such following calendar year (or, in the case of the last calendar year of this lease, whichever of those dates p-ecede the date this lease terminates), 25 percent of Tenant's pro-rata share of the estimated increase for that year, as additional rental for tna: year. If the statement rendered Tenant by Landlord pursuant tr Sec- tion 1.6 of this lease with respect to a particular calendar year shows the aforesaid increase to have been more than that estimated by Land- lord, Tenant shall promptly pay its pro-rata share of the difference to Landlord on demand by Landlord; if the statement shows the increase to have been less than that estimated by Landlord, Landlord shall, promptly refund Tenant's pro -rats share of the difference. Tenant's pro -rats share of said increase, decrease or difference -; mentioned above, shall be calculated by dividing the total square feet occu- r: 't pied by Tenant by 418,404 square feet, giving full consideration to any i -6- �a 87-s� I period during which Tenant has vacated spate and reduted its teased Space pursuant to the provisions of Paragraph 1 of this Addendum to Lease Agree - merit and to any period during which Tenant Inay have increased its leased space subseeluent to the date of execution of this lease. e. Improvements. improvements of any kind to leased space shall be at Tenant's expense with Landlord's prior written approval. However, Landlord shall not unreasonably withhold said consent and in the event plans and specifications for said improvements are submitted to Landlord and not approved nor disapproved by Landlord within twenty-one (21) days from the date of submission to Landlord of such plans and specifica- tions, said approval shall be deemed to have been given. S. Option to Lease Additional Ground Floor Space. Tenant shall have thirty (30) days after written notice from Landlord that certain Ground Floor space is available for rent within which to exercise a con- tinuing option (subject to any rights of other tenants now existing) to lease any Ground Floor space at the then prevailing market rate for com- parable quality ground floor space in the AmeriFirst Building. 6. Right to Rece;ve First Offer to Purchase. In the event that Landlord proposes to sell any interest in the AmeriFirst Building, it shall forward to Tenant a proposal setting forth the following: (i) the price for such interest, (ii) whether or not the price is to be all cash or partially cash and partially debt, (iii) whether or not the proposed purchaser will be permitted to condition its obligation to purchase upon its o�•ta*,ning satisfactory financing, and (iv) whether or not the proposa' will involve a tenancy in common or joint venture transaction and other material provisions of the proposal to sell. Landlord shall also furnish a Tenant a schedule of entities to whom it would propose to make such sales proposal. Tenant shall then have thirty days in which to offer to purchase the interest proposed to be sold by Landlord on the terms set forth in the proposal. In the event that Tenant does not advise Landlord within such thirty day period that it proposes to purchase the interest to be sold by Landlord on such terms, Landlord shall be free to sell such interest upon substantially the same terms to any of the entities designated on the schedule furnished to Tenant. In the event Tenant indicates that it de- .7. 87--6©5 tires to purchase the Interest to be sold, as set forth In the proposal, but such transaction is not consummated within a reasonable tithe there- after, Landlord shall be free to $ell the interest to any entity set forth on such schedule. In the event that the Tenant does not elect to pur- chase the interest and Landlord does not consummate a sale of such inter- est to any such entity, landlord shall again be required to notify Tenant of any proposed future sale of any such interest. In the event Tenant does not elect to purchase the interest and Landlord consummates a sale of such interest to any such entity as a joint venturer or co -tenant -in - common, Tenant agrees that its right to be advised by Landlord of a proposal to sell any further interest in the AmeriFirst Building and its right to exercise its right to receive the first offer to purchase shall be subject to the right of any such joint venture partner or co -tenant -in - common of Landlord to acquire Landlord's joint venture or co -tenancy interest in accordance with the terms of the joint venture or tenancy -in - common agreement betAeen Landlord and such joint venture partner or co -tenant. The provisions of the foregoing Paragraph 6 of the Addendum to Lease Agreement shall not be applicable from and after the date Tenant ceases to occupy 33,500 square feet or more of space in the building. 7. Sign Rights. During the original term of this lease and any renewal period hereof: (a) Tenant shall have all sign rights relating to the name "AmeriFirst" (subject to the non-exclusive right of Landlord to use said name as the name of said building) and shall have the right and obli- gation to maintain all existing "AmeriFirst" signs and logos that are cur- rently in place in the building or located thereon which describe the ac- tivities of the Tenant or give the name of the Tenant or subsidiaries. (b) The Tenant shall be responsible for the cost of maintenance and the cost of electricity to illuminate the AmeriFirst sign at the top of the building and all other AmeriFirst signs in the building. (c) The sign at the top of the AmeriFirst Building shall remain the property of the Tenant and the building shall continue to be known as The AmeriFirst Building. 4- 8 77 -60 Notwithstanding the above, should the Tenant over occupy less than 33.00 square feet of the building, then and only then: (1) The sigh (but not the name "AmeriFirst") at the top of the AmeriFirst Building shall become the property of the Landlord but the Landlord shall not have the right to use the name AmeriFirst in any form whatsoever except in connection with the continuing identification of the building as "The AmeriFirst Building". (2) The Landlord may then change the name of the Build- ing and/or remove the sign at the top of the building. In no event will Tenant ever remove the sign from the top of the AmeriFirst Building, though it is understood that Tenant may remove or change the letters thereon at any time while the sign remains the property of the Tenant. S. Assignment and Subletting. During the term of this lease, or any rene%al terms thereof, the Tenant will be permitted to sublease any part or all of the space described in Exhibit A attached hereto as set forth herein: (a) During the calendar year 1980 any proposed sublease by Tenant shall only be effective after three months written notice to Land- lord given during 1980 during which time Landlord shall have the oppor- tunity to rent said space upon its own terms and conditions. After December 31, 1980, any attempt to sublease by Tenant shall only be after 1 six months written notice to Landlord during which time Landlord shall r have the opportunity to rent said space upon its own terms and cconditions. Nothing herein shall prevent Tenant from attempting to locate prospective J 1 sub -tenants during said periods; said notice periods are only to permit Landlord to have notice that Tenant is seeking to sublet and to have an \ ` opportunity during said periods to negotiate its own terms with other pro- posed sub -tenants. Nothing contained in subparagraphs (b), (c) or (d) below shall alter or diminish the obligation of Tenant to give such written notice to Landlord. (b) Any proposed sublease where the rent paid by sub -tenant is the same or higher than the rent paid by Tenant shall be accepted by Landlord subject to Landlords' right to approve the sub -tenant which Mg- approval shall not be unreasonably withheld. If Landlord has not approved nor disapproved a proposed sub-tensnt within 10 days Of the date of a written hotite from Tenant to Landlord requesting such approval, approval of said sub -tenant shall be deemed to have been given. In connection with said sublease, at the time when the sub -tenant's liability commences under said sublease, Landlord shall release Tenant (AmeriFirst) from any and all liabiliity in connection with the space therein leased, the sub -tenant shall look to Landlord for the performance of all obligations thereunder and Ten- ant's right to extend the term of this lease shall terminate as to such sub- leased space; provided, however, that nothing contained in this subpara- graph (b) shall nullify sub -tenant's right, if any, to extend the term of the sublease in accordance with any applicable provisions of the sublease. (c) If the sublease calls for an initial rent lower than the rent then being paid by AmeriFirst, AmeriFirst may still sublease said space and pay the differential between the two amounts to Landlord on a monthly basis for so long as the differential exists. When in fact the rent paid by sub -tenant equals that due from AmeriFirst under the main lease then AmeriFirst (Tenant) shall be released from further liability in connection with the leased space and Tenant's right to extend the term of this lease shall terminate as to such subleased space; provided, however, that nothing in this subparagraph (c) shall nullify sub -tenants right, if arty, to extend the term of the sub'epse *,r a_-c-:-1ance with any a.-.nl►cab!e provisions of the subto : - : . kc, w.-.enever rent due under the sublease exceeds the re due under the main lease with AmeriFirst, the overage shall be paid to AmeriFirst until such time as AmeriFirst is fully compensated for all ex- penses incurred in subleasing the space, said expenses to include bro- kerage fees, renovations, etc. After said reimbursement, all of said "overage" shall go to Landlord. (e) Any sublease entered into by AmeriFirst as contemplated by subparagraphs (b), (c) and/or (d) above, shall obligate the sub- tenant to pay expense passthroughs under the sublease in the same man - nor that AmeriFirst is obligated to pay expense passthroughs under the main lease. In determining whether rent paid by a proposed sub -tenant •10- _ . $ -sot i under paragraphs (b), (r) and/or (d) above is greater than, Equal to be less than rent paid by AmeriFirst under the main lease, all factors affecting the total rant paid including but not limited to expense pass- through&, and cost of living adjustments, shall be taken into account. 9. Utilities. Landlord will, at its expense, furnish the following services to the Tenant: (a) automatically operated elevator services at all times on all days throughout the year; (b) access to the main Office building garage at all times and on all days throughout the year; (c) electricity, water, heat, and air conditioning from 7:00 A.M. to 8:00 P.M. Monday thru Friday and from 8:00 A.M. to 1:00 P.M. on Saturday through- out the year; (d) normal and usual cleaning services on all days except . Saturday, Sunday and holidays throughout the year. If Tenant requires electricity, heat and/or air conditioning dur- ing hours other than listed in (c) above, Tenant shall be billed for such service at the same rate that Landlord is billed plus 10% of that rate for Landlord's overhead. Additional charges above normal building utility charges for sim- ilar space occasioned by Tenant's use of the equipment in the EDP room on the Sth Floor and for the kitchen facilities on the 10th and 18th Floors shall be at the sole expense of Tenant. Said additional charges shall be determined by a representative of Florida Power and Light Company, though, at the option of either Landlord or Tenant, a separate meter(s) mad be installed to measure the consumption of e'ectricity for any or all of these three areas. Such additional charges shall not include the 1Cj increase for Landlord's overhead mentioned above. 10. Access to Fue! Pumps and Additional Rent for Parking Spaces. Tenant shall have unrestricted access at all reasonable times to the five (5) underground tanks in the Annex Garage containing its fuel and the two above -ground pumps associated therewith; provided, however, the access to the pumps on the north side of the Annex Garage shall be limited to the area outlined on the Exhibit 8 annexed hereto. It is un- derstood that the fuel pumps referred to above are the property of Tenant and may be removed by Tenant at Tenant's expense at any time provided that the area where such pumps are located Is restored to its -11- original condition in order that there remains no obstruction to vehicular traffic in tuth area. Landlord agrees not to remove said pumps or Inter - fare with the operation thereof during the term of this lease, but nothing contained herein shall deprive Landlord of access to said tanks, fuel pumps and the area outlined in Exhibit B for maintenance purposes or in the event of emergencies. As rent for said space, Tenant agrees to pay Landlord on a monthly basis a sum equal to the regular parking charge of Landlord for fifteen spaces in said garage. This charge terminates at such time as Tenant chooses to vacate said area. This charge shall be deemed additional rent . 11. Miami Club Lease. With regard to the Third Addendum to Lease Agreement dated January 25, 1980, by and between AmeriFirst Federal Savings and Loan Association, as Landlord, and the Miami Club, as Tenant (the 'Third Addendum"), AmeriFirst as part of its obligation as Tenant, pursuant to this lease hereby assumes, at its sole expense, the obligations provided for in the Third Addendum, that Landlord must provide for all the repairs, maintenance and replacements which will be made necessary, from time to time, pursuant to the provisions of Paragraphs 12 and 13 of said Third Addendum. if so requested by Tenant, the Landlord agrees to have its buiding maintenance personnel repair items covered in Para- graph 12 of the Third Addendum and bill the Tenant (Arne^iFirst) accord- ingly as additionai rent; provided, however, that nothing contained herein shall obligate Landlord to perform said repairs if it would require Landlord to emp!oy any additional employees or contract with an independent contra:to- in order to accomplish said repairs. Tenant's obligations under this Para- graph 11 shall not apply in the event said lease agreeprient with the Miami Club is modified in any way without the written consent of AmeriFirst. 12. Inspection of Premises. Landlord may inspect the premises dur- ing all business hours of Tenant. However, no forceable entry by Land- lord is permitted into the premises of Tenant, and the Landlord will not enter the premises of Tenant for inspection purposes without first giving 48 hours notice to Tenant. Furthermore, Landlord will not inspect Premises except in the company of an agent or employee of Tenant. Nothing con- -12- 8f7--609 taintd in this Paragraph 12 shall deprive Landlord Of actess to the Prem- ;set at all tithes in emergenties. 13. Nondisturbante Provision. Notwithstanding the provision in Section 24 of the Lease Agret ment which indicates that this lease is subject to any mortgage or major lease now or hereafter placed upon the land or building, Landlord agrees that no such mortgage or major lease will be placed upon the land or the building without the consent of Tenant unless said mortgagee or major lessor agrees to recognize the rights of Tenant pursuant to the provisions of this Lease Agreement and not dis- turb the possession or renewal or other rights of Tenant, so long as Tenant remains current and not in default under the terms and conditions of this Lease Agreement. Nothing contained in this Paragraph 13 shall alter nor diminish the other obligations of Tenant specified in said Section 24 of the Lease Agreement, including but not limited to Tenant's obliga- tions %ith regard to attornment. 14. Security Deposit. The Tenant is not required to provide any Security Deposit. is. Equipment on Premises Acceptable to Landlord. Notwithstanding any provision to the contrary, it is understood by Landlord that all equipment of Tenant currently on the Premises and in space occupied by Tenant is equipment which is permissible to be located in said space and Landlord waives any objection to Tenant's possession of said equipment upon said Premises. It it further understood by the Landlord that Tenant may need to install additional locks and/or other security measures due to the nature of Tenant's business. 16. Cooking Permitted on the Tenth and Eighteenth Floors. Not%ith- standing any provision.to the contrar , it is understood and agreed that cooking utensils and other cooking apparatus are permitter: in connection with the food service operation on the 10th and 18th Floors of the building. Said food service operations may be discontinued, contracted out, or operated by the Tenant and it is understood by the parties hereto that at anytime during the term of this lease, the Tenant may terminate all food service operations in space renteJ by Tenant or may continue to use any portion of the some for food service. All personal property used in con- •13- 87 -s0! 3, 0 nettion with the food service operation on the 10th and 18th Floors of the building is the sole property of AmeriFirst. Without limiting or restricting Tenant's obligations under Settion S of the Lease Agreement, 'Tenant shall keep the premises free of vermin at its expense. 17. Advertising. Tenant intends to advertise its operation which advertising may include the location of its office in the subject building. Landlord does not object to said advertising. 16. Citibank Space. Citibank currently occupies the 15th Floor. Should Citibank vacate said space within one year from the date of this lease, Tenant has the option of leasing said 15th Floor space at the rental rate of S15.75 per sq. ft., upon terms and conditions as contained in this lease except that, with respect to said 15th Floor space, the rental adjustments called for in paragraphs 2(a) and 2(b) of this Addendum to Lease Agreement shall be made pursuant to the computation set forth in clause 2(a)(3) thereof (i.e. "then existing market rent for comparable quality office space in the Miami area") irrespective of how the result of that computation compares with the results of computations under clauses 2(a)(1) and 2(a)(2) thereof and except that, with respect to said 15th ! Floor space, the Base Year for purposes of computing additional rent for the period January 1, 1986 through December 31, 1990 shall be the calendar P Y g year 1985 and the Base Year for purposes of computing additions' rent for the period January 1, 1991 through June .,?O , 1995 shall be the calendar year 1990. Tenant shall have thirty (30) days after written notice from Landlord that said 15th Floor space has been vacated within which to exercise this option. In the event Tenant exercises said option, then the initial Base Rent for tower space leased by Tenant as set forth here- in shall be reduced to $15.75 per sq. ft. and the initial Base Rent for ground floor space leased by Tenant shall be reduced to $30.00 per sq. ft., all other items and conditions of this lease to remain the same. In the event Tenant does not exercise said option and Landlord rents the space on the 15th Floor now occupied by Citibank to a third party during the first year of this lease, then the initial Base Rent payable by Tenant for tower space and ground floor space shall likewise be reduced to $15.75 per sq. ft. and $30.00 per sq. ft., respectively, as stated above. 10. 5torage_.Aress. Included In the Base Kant for Tenant shall be the right of Tenant to use the storage areas on the fifth (5th), Seventh (7) and eighth (8) fibers of the parking garage, as said areas are deline- ated from Exhibits C through C-5 attached horato. The rent for said space Is at the rate of $6.00 per square foot per annum. This rent is adjusted to market rate each five (5) years. Tenant may vacate said space at any time at its option upon giving Landlord sixty (60) days prior written notice thereof and have no further obligation to pay rent. This storage area is not subject to passthroughs for expenses nor to any decrease per the provisions of Paragraph 18 of the Addendum to Lease Agreement. Further- more, storage space is not included in the total square footage of rentable area in the building. 20. Security Room. Included in the base rent for Tenant shall be the right of Tenant to use the Security Room areas on the Sixth (6th) Floor as designated and described in Exhibits D and D-1 attached hereto and shaded thereon. 21. Operation of Console Room. So long as AmeriFirst is a tenant in the building, AmeriFirst or a subsidiary shall have the right to con- tinue operating the Console Room, as shown on Exhibit D-1 subject to the provisions herein: (a) The parties recognize that said Console Room provides not only security for the subject building but also serves as a central security operation for other branch offices of Tenant. In view of this it is neces- sary for both parties to have access to certain equipment located in said room. Tenant shall throughout the term of this lease have total and com- plete access to said Console Room. In an effort to accomodate the needs of Landlord to access certain equipment In said room, Tenant agrees to permit one person designated by Landlord during each operating shift of Landlord to have access to said Console Room to monitor and operate certain controls necessary to the operation and security of the building. In the event this method of sharing the operation of said Console room is not successful in the opinion of Tenant or Landlord, then both parties agree to share equally the cost of relocation and to relocate all equipment necessary to the operation of the building to the "security office" located adjacent thereto In which event Landlord shall operate said equipment in -15- 87--GO R said office In a Tanner which It deems appropriate and Tenant shall con- tinua to have sole access and right to operate the equipment remaining In the Gonsola Room. (b) Both parties agree to share any and all costs of rental, maintenance, etc., related to the Honeywell Alpha 3000 Proprietary Alarm System now located in the Console Room with the Tenant paying 80% said cost and the Landlord 20%. The parties agree that there is in effect a maintenance and service contract for said system which renews automatical- ly unless cancelled thirty (30) days prior to the anniversary date of April 11. No later than fifteen days prior to the commencement of said thirty (30) day period either party may by written notice to the other elect to cancel said contract, in which event the party not cancelling shall then have the option of continuing said contract in effect and paying the entire cost of same or consenting to said cancellation. 22. Customer Parking. Landlord shall use its best efforts to pro- vide parking space on a space available basis for Tenant's customers to park in the Main Building Parking Garage. Upon presentation of a vali- dated parking ticket to the parking lot attendant, customers of AmeriFirst may leave said Garage without payment of further charge. These valida- ted tickets will be presented to Tenant monthly and Tenant shall pay Landlord the charges incurred by said tickets, which charges shall be at the same rate paid by other parking garage customers, that being the rate which other non -AmeriFirst customers would pay for parking on a periodic basis in said parking garage. Should it latee be deter- mined by Tenant that sufficient space is not available to handle park- ing for Tenant's customers, the Landlord will make available up to fifty (50) assigned and identified spaces on a monthly basis at the same price then in effect as per the following paragraph. 23. Monthly Parking Spaces for Tenants. At the inception of this Lease Agreement, Tenant shall be entitled to up to two hundred sixty (260) parking spaces on a monthly basis in the Annex Garage and up to one hundred twenty (120) parking spaces on a monthly basis in the Main Building Garage. During the base term of this lease and the renewal terms, Tenant may reduce, pro rats according to the amount of space -W vacated, the number of parking spates in either garage by {diving thirty (30) days notice to Landlord. 'Tenant shall vacate throe (3) parking spaces in the Annex garage for every one (1) space vacated in the main building garage. Tenant shall pay the market rate existing from time to time for said parking spaces, however, at the commencement of this Lease and for three (3) months thereafter, the rate for each space shall be Fifty -Five ($55.00) Dollars, plus tax, per month In the Main Build- ing Garage and Fifty -Five ($5S.00) Dollars, plus tax, per month in the An- nex Garage. Tenant shall receive three (3) months' advance notice prior to any change by Landlord of these rates. 24. Lobby. As long as Tenant occupies 33,500 square feet or more of space in the building, the Landlord will not without the prior written consent of Tenant: (1) make any changes or modifications, structural or otherwise, to the public lobby area on the Ground Floor of the build- ing, (2) create additional leaseable space on the Ground Floor, nor permit any other tenants to lease space within the lobby area (other than institu- tions not primarily engaged in banking or savings and loan association busi- ness), nor permit activities within the lobby area other than uses currently existing within the lobby area or activities engaged in by permitted institu- tional tenants, nor (3) permit the dedication plaque located on the inside south wall of the lobby to be removed or relocated. 25. Insurance Liab'lity - Annex Garage. Tenant shall pay as addi- tional rent, if any, the increase in the insurance liability on the Annex Garage attributable to Tenant's gas storage facilities. Without limiting or restricting Tenant's obligations under Section 6 of the Lease Agreement, Tenant shall also be responsible for any additional construction if it is re- quired by local ordinances pertaining to Tenant's gasoline storage facilities located at the Annex Garage, that may be imposed pursuant to the change of ownership of the Annex Garage Building or at its sole option, Tenant may vacate said gasoline storage facilities. 26. Method of Accounting; Base Year operating Costs. Paragraph 1.7 of the Lease Agreement shall provide as follows: Landlord agrees to keep books and records reflecting direct operating costs of the Building in accordance with accepted principles -17- 8 -60 5 of sound accounting practice used by the Landlord. Within thirty (30) days after receipt of such statement, Tenant or Its authorized employee shall have the right to inspect the books of Landlord during the business hours of Landlord at Landlord's office in the building for the purpose of verifying information in such statement. Unless Tenant asserts specific error or errors within thirty (30) days after delivery of such statement, the statement shall be deemed to be correct. WITNESS our hand and seal, this 2— day of June, 1980. WITNESSED: As to Landlord WITNE As to Tenant AM23-A "LANDLORD" THE EQUITABLE LIFE ASSURANCE SOCIET� OF THE UNIT,ED� Y• b TATES � Vice President (CORPORATE SEAL) "TENANT" AMERIFIRST FEDERAL SAVINGS AND LOAN AS CLA I Ntl President , (CORPORAT4/SEAL) ATTEST: _ Secretary -18- 8 ;"-60 -S, INDEX OF EXH181TS LEASE AGREEMENT EXHIBIT DESCRIPTION A Allocation of AmeriFirst Leased Space A-1 1st Floor Plan (Lobby and Mezzanine) A-2 5th Floor Plan A-3 10th Floor Plan A-4 11th Floor Plan A-5 16th Floor Plan A-6 17th Floor Plan A-7 18th Floor Plan (Cafe 18 and Kitchen) B Sketch of Survey Showing Gas Shortage Area C Storage Space is Occupied by AmeriFirst Federal C-1 Sth Floor Storage Area C-2 7th Floor Storage Area A C-3 7th Floor Storage Area B C-4 8th Floor Storage Area A C-5 8th Floor Storage Area B 0 Sixth Floor Security Rooms O-1 Security Room Areas and Console Room AM24- E 1 EXHIBIT A ALLOCATION OF AMERIFIRST LEASED SPACE to be Leased for the Enure Term of the Lease Pursuant A. lobby - EXHIBIT A-1 20,356 sq. ft. at $31.00/sq. ft. per annum ($631,036.00) B. Mezzanine - EXHIBIT A-1 1,827 sq. ft. at $16.25/sq. ft. per annum ($29,688.75) C. Ninth Floor - EXHIBIT A-2 42.022 sq. ft. at $16.25/sq. ft. per annum ($682,857.50) D. Tenth Floor - EXHIBIT A-3 15,985 sq. ft. at $16.25/sq. ft. per annum ($259,756.25) E. 11th Floor - EXHIBIT A-4 16,001 sq. ft. at $16.25/sq. ft. per annum ($260,016.25) F. 16th Floor - EXHIBIT A-5 16,001 sq. ft. at $16.25/sq. ft. per annum ($260,016.25) G. 17th Floor - EXHIBIT A-6 15,927 sq. ft. at $16.25/sq. ft. per annum ($258,813.75) H . 18th Floor - EXHIBIT A-7 9,476 sq. ft. at 516.25/sq. ft. per annum ($153,985.00) TOTAL SPACE - 137,595 sq. ft. - ($2,536,169.75) AM21-EE M AmeriFirst Federal Lobby and Branch Office a ;' 71 LT77 it AmeriFirst Buildini; 1st Floor Plan 20,356 sq. ft. Lobby and Branch Office 1,827 sq. ft. Mezzanine 22,183 sq. ft. Total Ancriixrst Space 87f -605 EX'3I�17 Ai 2 Y' 1. `V � 1 � t • ; - r7f:; n }. w a i r 0' 5" 15' 30' Averifirst Buildi -z , t 9th Floor Plan i 42,022 70:81 sq. ft. 7,272 less E.D.P. 34,750 sq. ft. exclusive of E.D.P. 8 -60 Sy. EXHIBIT A-3 � 1 I � � r • I ii. '�� 1 4 -- - 3 0 t 05' 10' L 1' AmeriFirst Building . Typical Floor Plan - Floors 10 thru 17 loth Floor - 15,985 sq. ft. 11 I EXHIBIT A64 1 1 1� 'r r. hN, i AmeriFirst Building Typical Floor Plan - Floors 10 thru 17 llth Floor - 16,001 sq. ft. 0 5 10' 2V rA 87-60 1 =_ AmeriFirst Building Typical Floor Plan - Floors 10 thru 17 16th Floor - 16,001 sq. ft. EXHIBIT Ai5 0' 5' 10' 20' 87-6Q r z EXH182; A-6 1 .r 1 } i r 1 T"11 � ND 41 0' 5' 10' 2•j' AmeriFirst Building Or. t+ Typical Floor Plan - Floors 10 thru 17 W f 17th Floor - 15,927 sq. ft. i I a -_60 4, �l_ ELI AmeriFirst Building 16th. Floor Plan - Cafe lb and kitchen 16,082 sq. ft. — 6,606 sq. ft. Miami Club less 9,476 sq. ft. Cafe 16 and kitchen UHIBIT A-7 0' S' 10' 20' t A r s E X H I B I T B i'J BE 87-60 :Si STORAGE, SPACES OCCUPIED BY AMERIFIRST FEDERAL A. 5th Floor Storage Area - Southeast Corner - EXHIBIT C-1 270 sq. ft. at $6.00/sq. ft. per annum ($1620) 8. 7th Floor Storage Area A (L'.P.S. Room) EXHIBIT C-2 Southeast Corner 270 sq. ft. at $6.00/sq. ft. per annum ($1620) C. 7th Floor Storage Area B (Storage Room) - EXHIBIT C-3 Central Core 432 sq. ft. at $6.00/sq. ft. per annuc: ($2592) D. 8th Floor Storage Area A: - EXHIBIT C-4 1) Storage - Central Core - 280 sq. ft. 2) Building Files & Club Records - Cfentral Core - 280 sq. ft. 3) E.D.P. Vault - Central Core - 2993 sq. ft. 3553 sq. ft. at $6.00/sq. ft. per annum ($21,318) E. 8th Floor Storage Area B: - EXHIBIT C-5 1) E.D.P. Battery Roorn - Southeast Corner - 350 sq. ft. 2) E.D.P. HVAC (Mechanical Mezzanine) - ,� Southeast Corner - 1824 sq. ft. 3) Storage Room - Southeast Corner - 942 sq. ft. 3,116 square feet at no charge. - Tail,:, SPACE 7,641 SQUARE FEET - ($27.150) ft 57--60 9 Sth FLOOR STORAGE AREA Ln. �• i •."' I III +� �� '! �' ( .;,: ... ' .' • i t 1 f( .. � •s •{: i try..` � i' � �.��I' i � j -------------- LLJ 1 I 6-77 .Auj -- ' EXHIBIT Ci2 7th tLOOA STORAGE AREA A I 10 10 FL'CL t j 1 � W 1. 1 AmeriFirst Building 18th. Floor Plan - Cafe 18 and kitchen 16,082 sq. ft. ithh�61 t�h� 6,606 sq. ft. Miami Club less 9,476 sq. ft. Cafe 18 and kitchen 1-6 0' S' 10' 20' f s ♦ S i 87--60 r +