The URL can be used to link to this page

Home My WebLink AboutR-85-0826IC E J-85-755 RESOLUTION A RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER INTO A LEASE AGREEMENT, IN THE FORM ATTACHED HERETO, WITH CENTRUST REALTY CONSTRUCTION COMPANY FOR THE LEASE OF THE GROU14D FLOOR RETAIL SPACE IN THE MIAMI CONVENTION CENTER PARKING GARAGE, LOCATED ON A SITE BOUNDED BY SOUTHEAST SECOND STREET, SOUTHEAST FIRST AVENUE, DOWNTOWN DISTRIBUTOR 1-95 (S.R.D. 854) AND HALL-BELCHER TRACT (HOWARD JOHNSON'S INC. PROPERTY). WHEREAS, on February 14, 1985, by Resolution 85-98 the City Commission authorized the issuance of a request for proposals for the lease of the ground floor retail space in the Miami Convention Center Parking Garage; and WHEREAS, by Resolution No. 85-475 on May 9, 1985 the City Commission authorized acceptance of the lease proposal of CenTrust Realty and Construction Company to lease the ground floor retail space in the Miami Convention Center Parking Garage; and WHEREAS, Resolution 85-475 also authorized the City Manager to negotiate a lease agreement with CenTrust and to present the negotiated lease agreement to the City Commission as soon as practicable for consideration and approval prior to execution of said contract; and WHEREAS, the Department of Off -Street Parking, Offices of Conferences, Conventions and Auditoriums, Special Projects Task Force Division of the City Manager's Office, Property and Lease Management Division of the Finance Department and the City Attorney's Office have reviewed and negotiated with CenTrust Realty & Construction Company the lease agreement for the ground floor retail space in the Miami Convention Center Parking Garage as authorized by Resolution 85-475; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The City Manager is hereby authorized to enter into a Lease Agreement in the form attached hereto, with CenTrust r, CITY COMMISSION M�� Realty and Construction Company for the lease of the ground floor retail space in the Miami Convention Center Parking Garage, located on a site bounded by Southeast Second Street and Southeast First Avenue, Downtown Distributor I-95 (S.R.D. 854) and Hall -Belcher Tract (Howard Johnson's Inc. Property). PASSED AND ADOPTED this 25th day of juIV , 1985. ---ATTEST : , pity rk PREPARED AND APPROVED BY: ROBE.RT F. CLARK Deputy City Attorney a MAURICE A. FERRE, Mayor APPRG D A 0 FORM AND CORRECTNESS: J LUCIA A. D GHERTY City Attorney g5-'82f . . _ _ Lease Aq reement dated , 1985 between City of Miami, a municipal corporation of the State of Florida and CenTrust Realtv and Construction Company, a Florida Corporation 85 --8�,6 r TABLE OF CONTENTS PARTIES.................................................. STATEMENT OF BACKGROUND AND PURPOSE ...................... ARTICLE I - EXHIBITS AND DEFINITIONS ..................... Section 101 Exhibit List ............................ Section 102 Defined Terms ........................... ARTICLE II- GENERAL TERMS OF LEASE ....................... Section 201 Lease Of Leased Property To CenTrust.... a. Demised Premises ................... b. Original Term ...................... c. Renewal Term ....................... Section 202 Use Prohibition Of The Demised Premises Section 203 .............................. Permitted Uses For Demised Premises..... ARTICLEIIt - RENTAL ..................................... Section 301 Rentals Payable ......................... a. Base Rent .......................... b. Adjustment ......................... c. Rent Commencement Date ............. Section 302 Governmental Charges .................... a. Covenants For Payment Of Govern- mental Charges By CenTrust....... Section 303 Utilities ............................... Section 304 Services ................................ Section 305 parking Facilities ...................... ARTICLEIV - CONSTRUCTION ................................ Section 401 Plans And Specifications ................ a. Preparation And Delivery........... b. Approval ........................... Section 402 Construction Of Improvements To The Demised Premises ...................... Section 403 Manner Of Work; Compliance With Laws And Requlations ....................... Section 404 Liens Section 405 ................................... personal Property ....................... ARTICLE V - OPERATION AND MAINTENANCE .................... (i) 0 PAGE 1 1 2 2 2 7 7 7 7 7 8 12 12 12 12 13 16 16 16 18 18 21 21 21 21 22 23 24 25 26 27 85 _8�.f Section 501 Operation And Maintenance Of Demised Premises .............................. 27 Section 502 Drainage, Clearinq Sidewalks............ 28 Section 503 Safe Floor Loads ........................ 29 Section 504 Storage Or Use Of Flammable Materials... 29 Section 505 T)efault In Operations Or Maintenance.... 29 a. Right To Effect Compliance......... 29 b. Right To Contest ................... 30 Section 506 Alterations To Demised Premises.......... 30 a. Modifications ... ................... 30 b. Replacements ....................... 31 Section 507 Non -Interference With Parking Garage.... 31 Section 508 Non -Interference With Demised Premises .............................. 32 ARTICLEVI - INSURANCE ................................... 32 Section 601 Maintenance Of Insurance ................ 33 Section 602 Responsible Insurance Companies; Copies Of Policies .................... 35 Section 603 Obtaining Insurance Upon The Other Party's Failure ...................... 35 Section 604 Indemnification ......................... 36 ARTICLEVII - DAMAGE .................................... 36 Section 701 Damage To Demised Premises ............. 36 Section 702 Damage To Parking Garage ............... 37 Section 703 Abatement Of Rent ...................... 38 ARTICLEVIII - CONDEMNATION ............................. 38 Section 801 Taking Of Title ........................ 39 Section 802 Apportionment Of Awards ................ 40 Section 803 Taking For Temporary Use ............... 41 Section 804 Prosecution Of Fixture Claims.......... 43 Section 805 Appearance In Condemnation Proceedings .......................... 43 ARTICLE IX - ASSIGNMENT, SUBLETTING, MORTGAGING......... 43 Section 901 Consent Required ....................... 43 Section 902 Requirements For Assignments Or Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 Section 903 Notice To Leasehold Mortgagee.......... 45 Section 904 Nondisturbance ......................... 46 ARTICLEX - ARBITRATION ............. .................... 47 Section 1001 ARBITRATION ............................ 47 ARTICLEXI - DEFAULT .................................... 50 Section 1101 Events Of r)efault...................... 50 t i i> S5 --8A,1:C a 0 Section 1102 Remedies ............................... 52 Section 1103 Damages ................................ 54 a. Amount ............................ 54 b. Interim Payments.." ... 066.0-0... 56 Section 1104 Waiver Of Right Of Redemption.......... 57 Section 1105 Rights Of Leasehold Mortgagees......... 57 a. Performance ....................... 57 b. Notice ............................ 58 c. New lease ......................... 59 d. Consent ........................... 61 e. Modifications 61 ..................... f. Renewal Terms ..................... 62 Section 1106 Defaults By The City ................... 63 ARTICLE XII - GENERAL PROVISIONS ........................ 64 Section 1201 Covenant Of Title; Quiet Enjoyment..... 64 Section 1202 End Of Term ............................ 65 Section 1203 Headings ............................... 65 Section 1204 Notices ................................ 65 Section 1205 Short Form Lease ....................... 66 Section 1206 Approvals, Consents, ................. to 66 Section 1207 Estoppel Certificates...... ..... 0.*0409 67 Section 1208 Successors *And Assigns ................. 67 Section 1209 Modifications Of Lease., .......... o .... 67 Section 1210 Citv's Obligations ..................... 67 Section 1211 Nondiscrimination ...... ............... 68 Section 1212 Warranty.... 68 Section 1213 Conflict Of Interest, ..... ...... 68 Section 1214 Independent Contractor... .............. 68 Section 1215 Minority Procurement Compliance........ 69 Section 1216 Compliance With Laws ................... 69 Section 1217 Time Of Essence ........................ 69 Section 1218 Relationship Of Parties., ......... o.... 69 Section 1219 Construction Of Agreement .............. 69 Section 1220 Severability ....................0.0.0.4 70 Section 1221 Unresolved Matters ..................... 70 PARTIES THIS LEASE AGREEMENT is made and entered into at Miami, Florida as of , 1985, between THE CITY OF MIAMI, FLORIDA, a municipal corporation of. the State of Florida, hereinafter referred to as the "City", and CENTRUST REALTY AND CONSTRUCTION COMPANY, a Florida corporation, hereinafter referred to as "CenTrust". STATEMENT OF BACKGROUND AND PURPOSE The City Manager, pursuant to Resolution No. 80-501 on behalf of the City, entered into a Lease Agreement dated as of July 1, 1980 (the "Air Rights Lease") with Dade Savings and Loan Association, now known as CenTrust Savings Bank, whereby the City • caused the Parking Garage to be constructed, including the support structures and appurtenant facilities for CenTrust Tower, and CenTrust Realty and Construction Company as successor to CenTrust Savings Bank has leased from the City the air rights above the Parkinq Garage, together with other areas and appurtenances, for the construction and operation of CenTrust Tower. The City Manager, pursuant to Resolution No. 82-266 on behalf of the City, entered into a Management Aqreement dated as of March 16, 1982, with the Department of Off -Street Parkinq, for the management and operation of the Parking Garage. The City, pursuant to Resolution No. 85-98, has duly authorized the leasinq of approximately 18,700 square feet of usable retail space (the "Retail Space") on the qround floor of. 1 gs w8ti the Parking Garaqe. The Retail Space is located along two public arcades, the North Arcade and the South Arcade, as shown in Exhibit A of this Lease. The City has further duly authorized the City Manager, on behalf of the City, to enter into this Lease with CenTrust. In consideration of the foregoing rents and of the covenants and agreements hereinafter set forth, the parties do hereby covenant and agree as follows: ARTICLE i EXHIBITS AND DEFINITIONS Section 101 Exhibits. Attached hereto and forming a part of this Agreement are the following Exhibits. Exhibit A Plan of Retail Space, North Arcade and South Arcade Exhibit B Easements and Rights Exhibit C Description of Land Exhibit D Existing City Improvements Exhibit F. CenTrust Improvements; Plans and Specifications Section 102 Defined Terms. As used herein the term: "Arbitration Panel" means the panel of arbitrators more completely described in Article X. "Architects" means such architects as CenTrust shall designate. 2 �5 �SAw 4 0 "Assignee" means the assignee of CenTrust's interest under this Lease. "CenTrust Tower" means the office building constructed pursuant to the Air Rights Lease. "City Manager" means the City Manager, from time to time, of the City of Miami, Florida or the equivalent administrator of any successor entity by merger, change of name or otherwise. "City of Miami Convention Center" means the complex located adjacent to the Land consisting of the City of Miami/University of Miami James L. Knight International Center, and all appurtenances thereof. "Default Rate" means 2% above Prime Rate. "Demised Premises" means the Retail Space and North Arcade together with certain rights and easements in the South Arcade and subject to certain reservations, as more specifically described in this Lease and in Exhibits A, B and D. The Retail Space contains approximately 18,700 square feet of Leasable Retail Space located on the ground floor of the Parking Garaae. "Department of Off -Street Parking" means an agencv and instrumentality of the City of Miami as defined in the Citv Charter, Section 23—A.1, hereinafter referred to as D.O.S.P. "Events of Default" means the events and circumstances described as such in Section 1101 of this Lease. "Governmental Charges" shall have the meaning described in Section 302(a) of this Lease. 85 -8� WIG 6 0 "Improvements" means all structures to be constructed on the Demised Premises and South Arcade. "Land" has the meaning ascribed to it in Exhibit C. "Landlord" means the City. "Leasable Retail Space" , as used in this Lease, refers to all space within the Retail Space within the inside surface of the perimeter glass or undecorated columns and walls enclosing the portion of the Retail Space that CenTrust occupies and the portion of the Retail Space as measured along the inside face of the walls or glass. The square footage of the Leaseable Retail Space shall include the footprint(s) of any Automatic Teller Machines or any similar facility of CenTrust or its sublessee which may be located in the North Arcade or South Arcade; the City shall not allow the location of any competitive banking, teller or Automatic Teller Machines facilities in or about the South Arcade. The Retail Space is measured horizontally as described above for the Leaseable Retail Space and also extends from the unfinished upper plane of the concrete floor slab to the unfinished lower plane of the concrete ceiling structure above the lower boundaries. The Arcades are measured vertically in the same manner as the Retail Space and, horizontally, are contiguous to each other and to the Retail Space whenever thev appear to be so on the diagram attached as Exhibit A to this Lease. The Leasable Retail Space in the Demised Premises has been calculated on the basis of the foregoing definitions but shall, upon completion of CenTrust Improvements, be recalculated based on 4 S5-8;�6) physical field measurement by a Registered Surveyor selected upon agreement of both parties. Should the parties fail to agree upon the selection of a Registered Surveyor, such Surveyor shall be selected as provided in Section 1001(a). Should physical field measurements be incapable of accurate computation on or before the Rent Commencement date, 18,700 square feet of Leasable Retail Space shall be used to compute the initial Base Rent, subject to later adjustment when such physical field measurement can be accurately taken. "Lease" or "Agreement" means this Lease Agreement as executed and as the same may be from time to time duly modified, amended or supplemented pursuant to its terms. "Lease Year" or "Rental Year" means each twelve month period during the Term of this Lease commencinq on the Rent Commencement Date. "Leasehold Mortgagee" means a holder or holders of any mortgage upon the leasehold rights of CenTrust in the Demised Premises (includinq the trustee thereunder, if any such mortgaqe be in the form of a deed of trust) to secure an issue of bonds, notes or other corporation obligations; Provided that the use of such term in this Lease shall not affect the City's obligations to give notice to the Leasehold Mortgagee unless and until CenTrust under this Lease shall notify the City that a leasehold mortgage or deed of trust encumbering the leasehold interest Leasehold Mortgagee. 0 85 - S 6 IL 1 "Maintenance" means the "everyday" cleaning of property, including sweeping, mopping, and dusting, which is designed to maintain the status quo but not including repair. "Management Agreement" means the Agreement dated March 16, 1982 between the City of Miami and D.O.S.P, for the management and operation of the Parkinq Garage. "Original Term" means the Original Term of this Lease as provided in section 201 of this Lease. "Parking Garage" means the 1450 space parkinq facility of the City that is currently managed by D.O.S.P. located between S.E. 2nd Street on the north, S.E. 1st Avenue on the west, the I- 95 distributor on the south and the Howard Johnson Motel property on the east. "Possession Date" means that date on which CenTrust takes possession of the Demised Premises, which shall be for purposes of this Lease, 120 days from execution of this Lease by the City Manager. "Prime Rate" means the prime rate of interest per annum in effect in the Borough of Manhattan, City and State of New York, at Citibank, N.A., or its successors and assigns, as publicly announced by it, or such comparable rate as may then be in effect at such bank. "Renewal Term(s)" means the terms for which this Lease may be renewed as provided in Section 201 of this Lease. "Rent" means the rent payable by CenTrust to the City pursuant to Article III for the use and occupancy of the Demised Premises. A "Rent Commencement Date" has the meaning given in Section 301(c) of this Lease. "Repair" means repairs and replacements to the improvements which are part of the Demised Premises or South Arcade; repairs reflect corrective work, in contrast to maintenance which is designed to maintain the status quo. "Request for Proposal" means the "City of Miami Request for Proposals for Lease of Retail Space in the Parking Garage", dated February 14, 1985. "Sublessee" means any subtenant of CenTrust, as to any space in the Retail Space; also sometimes referred to as Subtenant or Space Tenant. "Tenant" means CenTrust. "Term" means the Oriqinal Term of this Lease and any Renewal Term(s) thereof, if any, then in effect. ARTICLF, II GENERAL TERMS OF LEASE Section 201 Lease of Leased Property to CenTrust. Subject to the conditions set forth in this Aqreement, to the payment of rental provided herein, and the performance of the parties hereto of the duties and obligations on the part of each to be performed hereunder: (a) Demised Premises. The City demises and leases to CenTrust, and CenTrust takes and hires from the City all of the area described as the Retail Space and North Arcade together with certain rights and easements in the South Arcade and subject to 7 85 --80(; certain reservations, as more specifically described in this Lease and Exhibits A, B and D. (b) Original Term. The Original Term of this Lease shall commence on the first day after execution of this Lease by the City Manager and terminate on July 1, 2015, unless otherwise terminated as provided in this Lease. (c) Renewal Term. CenTrust is granted the option to renew this Lease for up to two (2) additional terms (each called a "Renewal Term") of thirty (30) years and twenty-five (25) years, respectively, commencing at the expiration of the Original Term or the previous Renewal Term, as the case may be. Each such option shall be exercised no fewer than twenty-four (24) nor more than thirty-six (36) months before the date on which such Renewal Term is to commence. If the City does not notify CenTrust within the ninety (90) day period immediately after CenTrust exercises its option to renew, CenTrust shall be deemed not to be in default under this Lease for the purpose of having the power and authority to exercise its options under this Section. If. the City shall notify CenTrust within such ninety (90) day period that CenTrust is in Default under this Lease, CenTrust shall have such time as the kind or type of Event of Default shall require as provided in Article XI of this Lease, in which to reasonably cure such Default and upon such cure CenTrust shall be deemed to have had the power and authority to exercise and to have duly exercised its options under this Section. Notwithstanding the above, if CenTrust shall be in Default at the time of 85 -82(; commencement of. any Renewal Term then the City may proceed as provided in Article XI. The City Manaqer and CenTrust, upon request of either party, shall execute one or more written memoranda in such form as will enable it to be recorded among the Land Records of Dade County setting forth the beginning and termination dates of the Renewal Term(s), determined in accordance with this Agreement. Section 202 Use Prohibition of the Demised Premises. The Demised Premises shall not be used for the following uses ("Prohibited Uses") : (a) adult bookstores; (b) adult movie theaters; (c) amusement centers, as currently defined in Section . 33.1, of the Code of Metropolitan Dade County; (d) automobile parts and equipment sales; (e) automobile tire sales; (f) barbecue stands; (g) billiard or pool rooms; (h) dog and pet stores or hospitals; (i) electrical appliance and fixture stores; which shall (k) (q) (r) (s) (t) 0 commodities, but shall not prohibit stores selling primarily quality gourmet foods or those which sell foods and sundries as a convenience to their customers; health clubs or health studios; which shall mean a gymnasium, but not a store or facility which sells health related foods, equipment or supplies or has as a primary or incidental purpose medical, dietary, psychological or other health purpose; housing or sleeping quarters; locksmith shops; night clubs; pubs and bars, except in conjunction with a restaurant; secondhand stores which shall mean stores dealing in second hand "junk type" merchandise, but not stores dealing in antiques or quality collectibles; sharpening and grinding shops; Casino gambling, games of chance or reward (which for the purposes of this Section do not include lottery sales) ; Any unlawful or illegal business or use or purpose or any purpose which in any way is a violation of the certificates of occupancy (or other similar approvals of applicable governmental authorities). CenTrust agrees that if casino gambling, qames of chance or reward shall in the future become legal in the city of Miami, that CenTrust may not use the 10 85 .-82% 0 (k) (q) (r) (s) (t) commodities, but shall not prohibit stores selling primarily quality gourmet foods or those which sell foods and sundries as a convenience to their customers; health clubs or health studios; which shall mean a gymnasium, but not a store or facility which sells health related foods, equipment or supplies or has as a primary or incidental purpose medical, dietary, psychological or other health purpose; housing or sleeping quarters: locksmith shops; night clubs; pubs and bars, except in conjunction with a restaurant; secondhand stores which shall mean stores dealing in second hand "junk type" merchandise, but not stores dealing in antiques or quality collectibles; sharpening and grinding shops; Casino gambling, games of chance or reward (which for the purposes of this Section do not include lottery sales) ; Any unlawful or illegal business or use or purpose or any purpose which in any way is a violation of the certificates of occupancy (or other similar approvals of applicable governmental authorities). CenTrust aqrees that if casino gambling, qames of chance or reward shall in the future become legal in the City of Miami, that CenTrust may not use the 10 85 "Sti6 commodities, but shall not prohibit stores selling primarily quality gourmet foods or those which sell foods and sundries as a convenience to their customers; (k) health clubs or health studios; which shall mean a gymnasium, but not a store or facility which sells health related foods, equipment or supplies or has as a primary or incidental purpose medical, dietarv, psychological or other health purpose; (1) housing or sleeping quarters; (m) locksmith shops; (n) night clubs; (o) pubs and bars, except in conjunction with a restaurant; (p) secondhand stores which shall mean stores dealinq in second hand "junk type" merchandise, but not stores dealing in antiques or quality collectibles; (q) sharpening and grinding shops; (r) Casino gambling, games of chance or reward (which for the purposes of this Section do not include lottery sales) ; (s) Any unlawful or illegal business or use or purpose or any purpose which in any way is a violation of the certificates of occupancy (or other similar approvals of applicable governmental authorities). (t) CenTrust aqrees that if casino gambling, qames of chance or reward shall in the future become leqal in the City of Miami, that CenTrust may not use the 10 a 85 —8026 Improvements or any portion of the Demised Premises or South Arcade for casino gambling or lames of chance or reward purposes without the prior written consent of the City, and if the City shall consent, the parties shall in good faith negotiate an appropriate modification or amendment to this Agreement. (u) CenTrust acknowledges that if casino gambling, qames of chance or reward shall become leqal in the City of Miami, the City may authorize the use of any of its property for same. (v) No covenant, agreement, lease, conveyance or other instrument shall be effected or executed by CenTrust or any of its successors or assigns, whereby the Demised Premises and South Arcade or any portion thereof is restricted by CenTrust or any successor in interest, upon the basis of race, color, religion, sex, national origin or handicap in the sale, lease, use or occupancy thereof. CenTrust will comply with all applicable state and local laws, in effect from time to time, prohibiting discrimination or seqreqation by reason of race, color, religion, sex, national origin or handicap in the sale, lease or occupancy of the Demised Premises. CenTrust shall cause the provisions of this Section 202, to be inserted in any sublease of the Retail Space or spaces and violation of such provision shall he a material default to such 11 SS -8ti6 OF Sublease. CenTrust may allow its sublessee a reasonable period of time to cure, not to exceed twenty (20) calendar days after notice. Failure of CenTrust to diligently 4n£orce such provisions, after notice from the City, or failure to include such provisions in its sublease agreements shall constitute a Default under this Lease. Section 203 Permitted Uses for Demised Premises. The uses - permitted on the Demised Premises are those which are not Prohibited Uses. CenTrust shall notify City in writing of any and all subletting by CenTrust and to the best of its knowledge subleases of its sublessees. CenTrust's obligations as contained in Article II shall be continuing in nature and CenTrust shall cure any default as provided thereunder. Failure of the parties to agree as to whether or not a use is a Prohibited Use shall be resolved, at the option of either party by Arbitration as provided in Article X. The City Manaqer or the Commission at the former's discretion shall have the right to consent to a Prohibited Use on all or part of the Demised Premises or South Arcade. i 0 0 "Base Rent"), as such Rent may be adjusted from time to time pursuant to this Lease. Rent is payable in lawful monev (legal tender for public or private debts) of the United States of America. Rent shall commence on the Rent Commencement Date. Rent shall be payable in equal monthly installments in advance on the first day of each full calendar month following the Rent Commencement Date during the term of this Lease, and shall be paid to the City at the Property and Lease Manaqement division, Finance Department, at the address provided in Section 1204 or at such other place as the City Manaqer may designate from time to time in a notice given pursuant to the provisions of Section 1204. Any late Rent payment which is fifteen (15) calendar days overdue shall automatically accrue interest at a rate equal to the Prime Rate from the date that such payment was due until paid. Any overpayment of Rent adjusted as provided below shall at the end of each Lease Year be paid to CenTrust within thirty (30) days of the Citv's receipt of notification from Centrust of such overpayment or, at the option of CenTrust, CenTrust may request a credit of such amount to the Rent due in the then current Lease Year. If there is an underpayment of Rent, CenTrust shall pay the City the amount of the deficiency within thirty (30) days of the City's notification to Centrust of such underpayment. Failure of the parties to agree to the existence or amount of any overpayment or underpayment shall be resolved by Arbitration as provided in Article X. In the event of a contested overpayment or underpayment, CenTrust shall first, pay 13 85 -81020C4 0 0 such Rent correction as directed by the City, then arbitrate its dispute. (b) Adjustment. Beginning with the second Lease Year after the Rent Commencement mate and each year thereafter during the Term of this Lease, the Base Rent shall be adjusted, in accordance with changes in the "price Index" as defined in this Section. The Price Index shall mean the Consumer Price Index for "all items" for the United States as promulqated by the Bureau of Labor Statistics for the U.S. Department of Labor, using the year 1967 as a base of 100. The Base Rent shall be adjusted in accordance with the following provisions: (i) the Price Index as of the first day of the first month after the Rent commencement Date (or the nearest reported previous month) shall be designated the Base Price Index; (ii) the Price Index as of the first day of the first month of the second full Lease Year after the Rent Commencement Date and subsequent Lease Years (or the nearest reported previous month) shall be designated the Comparison Price Index; (iii) promptly at the end of the second Lease Year after the Rent Commencement Date and at the ena of each Lease Year thereafter, the Base Rent shall be adjusted by adding to the Rase Rent seventy (70) percent of the sum computed by multiplying the Base Rent by the fraction which has a numerator of the Comparison Price Index minus the Rase Price 14 11 85- -8tif, 0 0 Index, and has a denominator of the Fuse Price Index. Written as an equation, this formula is as follows: 70% X Base Rent X Comparison Price Index - Base Price Index Base price Index (iv) any adjusted Rent, determined as stated above, shall be retroactive for the prior Lease Year and shall continue to be payable until readjusted in accordance with this Section; (v) no such adjustment shall reduce the annual Base Rent below $17.50 per square foot of Leaseable Retail Space as computed in this Lease. If the City claims to be entitled to an adjustment of the Base Rent in accordance with the above provisions, the City shall send a notice to CenTrust setting forth the Base Rent claimed payable. Such notices, with calculations, shall be sent within three months after publication of the applicable Price Index. In the event of an adjustment which increases the Base Rent, CenTrust shall pay to the City, within forty-five (45) days of receiving such notice, the additional Base Rent owed for the prior Lease Year, and for the months which have elapsed in the then current Lease Year or, if an adjustment decreases the Base Rent and a refund is due to CenTrust, then, at the option of CenTrust, such sums shall be paid to CenTrust within forty-five (45) days of notice of its election or a credit shall be applied against the Rent due in the next Lease Year. 15 11 0 0 Failure of the parties to agree upon an adjustment to the Base Rent shall be resolved by Arbitration as provided in Article X. In the event that an adjustment is contested by CenTrust, Centrust shall first pay such Rase Rent adjustment as directed by the City, then arbitrate its dispute. In the event that such Price Index, or an acceptable successor or substitute index is not available, a reliable governmental or other nonpartisan publication evaluatinq the information previously used in determining the Price Index shall be used in lieu of the Price Index, as agreed by the City and CenTrust. (c) Rent Commencement Date. The Rent Commencement Date shall be November 30, 1986. Section 302 Governmental Charges. (a) Covenants for Payment of Governmental Charges by CenTrust. CenTrust shall as additional payments due under this Lease pay and discharge, before any fine, penalty, interest or cost may be added, all real and personal property taxes, all ad valorem real property taxes, all taxes on Rent Payable hereunder and under subleasees, public assessments and other public charges including but not limited to electric, water, sewer, rents, rates and charges (all such taxes, public assessments and other public charges being hereafter referred to as "Governmental Charges") levied, assessed or imposed by any public authority against the Demised Premises, including all improvements thereon in the same manner and to the same extent as if the same, together with all 16 8 -SA216 improvements thereon, were owned in fee simple by CenTrust; provided, that CenTrust's obligation to oay and discharve Governmental Charges levied, assessed or imposed against or with respect to Demised Premises shall not commence until the Possession Date. Notwithstanding the provisions of this Section 302(a), CenTrust shall have the right to contest the amount or validity, in whole or in part, of any Governmental Charqes by appropriate proceedings. The City agrees to consent to and/or formally join in any such proceedings to the extent it may be allowed by law, if such consent and/or joinder be required by law for the prosecution thereof. CenTrust shall pay all charges for metered water, sewer service charges and other fees or charges lawfully imposed by any public authority upon or in connection • with the Demised Premises. The City retains all its riqhts to impose special assessments or other public charges provided such governmental charges are part of a comprehensive scheme of assessment of general applicability to like property or tenants in the City of. Miami. CenTrust, upon written request, shall furnish or cause to be furnished, to the City Manaqer, official receipts of the appropriate taxing authority, or other proof satisfactory to the City Manager evidencing the payment of any Governmental Charges, which were delinquent or payable with penalty. Such evidence of payment shall be delivered to the City Manaqer within thirty (30) days after the date of such request. 17 R 85 --8 % Section 303 Utilities. CenTrust at its own cost and expense, shall arranqe and pay for all heat, electricity, light, water, sewer, gas, air conditioning, fire protection and any and all other utility or services used on or in connection with the Demised Premises and South Arcade except with regard to the South Arcade, as provided in Section 304(a). The City shall not provide any of the above enumerated services or connections thereto to the Demised Premises, except as (i) are presently existing and (ii) as provided in Section 304(a). The City hereby grants to CenTrust all easements which are and shall be reasonably required for installation of any heat, electricity, light, water, sewer, gas, air conditioning, fire protection, and any other utility or service connections, subject to reasonable review and approval by the City Manager. Section 304 Services. (a) The City will furnish or cause to be furnished at all times and on all days throughout the year, the following services to CenTrust: automatically operated garage elevator service, existing stairs, and the City shall have available and pay for, (through D.O.S.P. if applicable), the following utilities to the South Arcade: M electricity, (ii) electricity for air conditioning which CenTrust may at its option install, and if installed by CenTrust, CenTrust shall maintain, repair and replace such air conditioning at its sole cost and expense durinq the term of this Lease, and (iii) water. All electricity and water connections shall be separately metered and payable by 18 a 0 0 CenTrust as to the Demised Premises or the City, (through D.O.S.P. if applicable), as to the South Arcade or as otherwise provided by this Lease. (b) CenTrust shall be responsible for the utilities for the Demised Premises and South Arcade except as otherwise provided in Section 304(a) above which shall be separately metered. CenTrust shall maintain and repair all interior and exterior planter boxes, if any, in or around the Demised Premises, South Arcade and adjacent curtain wall and glass. CenTrust shall be responsible for maintenance and repair of the interior and exterior of the curtain wall and glass surroundinq the Demised Premises and South Arcade. CenTrust shall be responsible for all necessary maintenance, repairs and replacements, custodial and janitorial services to the operation, management, improvements and subleasing of the Demised Premises. CenTrust shall be responsible for all necessary maintenance, custodial and janitorial services to the operation, management and improvements of the South Arcade in order that the South Arcade is maintained in the same condition as the Demised Premises subject to the provisions of Section 304(c) . CenTrust shall have the right but not the obliqation to repair at its own expense the improvements to the South Arcade. If CenTrust elects not to repair such improvements it shall so notify the City which may then make such repairs. Either party's repair of the improvements in the South Arcade shall not be required to meet the quality of the existinq improvement. 19 85-8 6 (c) Extra Ordinary Janitorial Services. CenTrust shall not be responsible, except as defined below, for activities in the Parking Garaqe, the City of Miami Convention Center or other City facility which call for additional custodial and janitorial services in order to maintain the South Arcade in a clean and sanitary condition. If due to activities, after normal operating hours, in the Parking Garaqe, City of Miami Convention Center or other City facility extra ordinary custodial and janitorial services ("Extra Services") are deemed by CenTrust to be reasonably necessary in order to maintain the South Arcade in a clean and sanitary condition CenTrust shall provide such Extra Services. CenTrust may bill the City for the direct cost of such services and, if not paid within thirty (30) days request a set off of the direct cost of such services with City Manager's prior written approval, aq_ainst and as a reduction of Rent due under this Lease. If the parties fail to agree to an apportionment of Extra Services within thirty (30) days of billing either party may submit the disputed matter for Arbitration as provided in Article X. (d) CenTrust shall coordinate the maintenance and custodial operations for the Demised Premises and South Arcade with the operation of the Parking Garage, the City of Miami Convention Center and other City facilities with D.O.S.P. and shall enter into a separate agreement with D.O.S.P. for the coordination of maintenance and custodial operations. 20 S5' 142016 Section 305 Parking Facilities. The City shall, to the extent it is legally able to do so, join in the agreements which CenTrust shall execute with D.O.S.P. for (a) parking spaces in the Parking Garage pursuant to City of Miami Resolution 80- 600, and (b) approximately fifty (50) parking spaces in the Parking Garage for use in conjunction with the Retail Space and Arcades. Such joinder shall be for the purpose of evidencing that the City will do that which it is, from time to time, legally able to do in order to insure that the parking spaces described in the preceding sentence shall be available for the use of CenTrust throughout the Term(s) of the Lease, whether through D.O.S.P., another party or agent of the City, the City directly, or otherwise. The number of monthly parking spaces shall be requested by CenTrust from D.O.S.P. at least ninety (90) days in advance of the requested month, and be available at current market rates or as may be otherwise agreed by separate agreement between CenTrust and D.O.S.P. ARTICLE IV CONSTRUCTION Section 401 Plans and Specifications. CenTrust shall construct and complete the initial improvements to the Demised Premises and South Arcade. (a) Preparation and Delivery. Within 180 days after the execution of this Lease, CenTrust shall complete final plans and specifications for the Demised Premises and South Arcade (Plans and Specifications) which shall be attached by reference 21 85 ~8'a.G as Exhibit E. The Plans and Specifications shall not include specification of sublessee improvements copies of which shall be Eorwarded to the City when available. CenTrust shall deliver six (6) copies of the Plans and Specifications to the City, at no cost to the City. (b) Approval. CenTrust must notify City of the type and quality of all initial improvements before construction in the Demised Premises and South Arcade. The City Manager may reasonably disapprove of any improvements which do not reasonably meet the requirements and specifications contained in the City's Request for Proposal which is incorporated herein by reference. CenTrust shall substitute any disapproved improvements, with improvements which reasonably meet the requirements contained in the City's Request for Proposal. No construction, or alterations of improvements may be undertaken in the Demised premises and South Arcade unless such construction, or alterations of improvements first be: 1. Approved by the City Manager; and 2. Approved by D.O.S.P. and 3. In compliance with all applicable rules and regulations of governmental authorities having jurisdiction over the construction, repairs or alterations of improvements. CenTrust shall be responsible to see that its sublessees obtain the required building permits, certificates of occupancy and certificates of use. 22 13 S5 --8�E; The City Manager and D.O.S.P. shall not withhold their consent so long as such construction, repairs or alterations of improvements shall be of the same or better quality as the improvements required in the City's Request for Proposal or as described in Exhibit E. if the City Manager or D.O.S.P. does not give CenTrust written notice of disapproval within fifteen (15) calendar days of receivinq CenTrust's written request for consent, such approval shall be deemed given unless the City Manager or D.O.S.P. shall have requested an extension of time to review CenTrust's request within the prescribed time period. Such extension shall not exceed fifteen (15) calendar days. CenTrust may make emergency repairs that affect the safety and security of the public in the Demised Premises and South Arcade without the City's prior approval only to the extent reasonably necessary to cure such emergency situation. The City, as Landlord, and D.O.S.P. do not have any approval riqhts as to the improvements, made within the Retail Space, by Sublessees so long as such improvements conform to the requirements of the City's Request for Proposal. Section 402 Construction of Improvements to the Demised Premises. CenTrust, at its cost and expense, shall commence, as promptly as possible, after approval by the Citv and as provided in Article IV, the construction of improvements to the Demised Premises and South Arcade. CenTrust shall thereafter diligently pursue such improvements to completion. CenTrust shall, during construction, take any necessary precautions, after 23 9 8.5 --8 % a + approval by D.O.S.P. for the safeguarding of the Parking Garage and the operation of cars and the movement of people in and about the Parking Garage at its expense pursuant to the conditions specified in Section 507. Furthermore CenTrust shall provide to the City an affidavit including copies of relevant documentation verifyinq such cost to verify that its cost of improvements to the store fronts and Arcades shall be at least $800,000. Section 403 Manner of Work; Compliance With Laws And Regulations. The construction of improvements provided for in Section 402 shall be done in a good and workmanlike manner and in accordance with the Plans and Specifications and the requirements and regulations of the various departments of any governmental authorities having jurisdiction with respect to such construction. The City may reasonably inspect the construction of improvements for conformance with the provisions of this Lease. Tn case of the filing of a notice of violation of any of the regulations of any governmental department havinq jurisdiction for the requlation of the construction of improvements, CenTrust shall, at its own cost and expense, do all necessary things and work in order to cause the same to be canceled, and upon the completion of the construction shall obtain all certificates required from said department(s); provided, however that CenTrust at its own cost and expense shall have the right in good faith to contest the validity or leqality 24 SS-8i 6 ■ 6 of any notice of violation with respect to said construction, and pending such contest actively conducted by CenTrust., the non- compliance with the requirements of such notice shall not he deemed a Default on the part of CenTrust under this Lease; provided, further, that CenTrust shall have furnished the City a bond of indemnity or some other acceptable form of assurance, in an amount and kind acceptable to the City which shall secure it against any loss by reason of non-compliance with the requirements of such notice. Section 404 Liens. CenTrust shall not permit the commencement of construction or the delivery to the Demised Premises or South Arcade of any materials under a contract or subcontract made by or on its behalf, unless and until an agreement or agreements in form satisfactory to the City shall have been entered into with the contractors, subcontractors and materialmen providing, to the extent enforceable under applicable law, for the waiver of the right to file mechanics' or materialmen's liens against the Demised Premises and South Arcade, or any part thereof, or any improvements thereon. CenTrust hereby agrees to indemnify and save harmless the City from all mechanics', materialmen's or other similar liens, including conditional sales agreements and chattel mortgages, (but not including free standing or movable equipment removal of which will not in any way damage the Demised Premise or South Arcade), which may arise out of or in connection with any such contract (for work performed or material furnished thereunder) 25 Ff, made by or on behalf of CenTrust. Tn the event CenTrust shall fail or neglect to satisfy or discharge or cause the cancellation of any lien arising under or in connection with any contract made by or on its behalf, by bonding, payment or otherwise, within thirty (30) days after notice from the City, such failure shall constitute a Default under the terms of this Lease. The City may satisfy or discharge such lien, conditional sale agreement or chattel mortgage by bonding or payment, and the cost thereof shall be paid on demand by CenTrust with interest thereon at the Default Rate. Nothing herein contained shall be deemed to prevent CenTrust from contesting any claim of lien in good faith, if, it shall furnish to the City a bond of indemnity or other security in an amount and kind satisfactory to the City which will be sufficient to pay in full the lien and all interest, penalties, costs and expenses in connection therewith. The remedies provided in this Section shall be in addition to all other remedies allowed by law or this Lease. Section 405 Personal Property. All improvements made to or installed on the Demised Premises by CenTrust (including, but not limited to, floor covering, wall covering, wall and ceiling finishes and lighting fixtures, carpets, drapes and drapery hardware) shall be the property of CenTrust during the Lease Term and any Renewal Terms. Upon termination of this Lease, all such property in the Arcades shall become the property of City, except such removable property in the Demised Premises shall, at CenTrust's option, remain the property of CenTrust. No 31 85 --82% later than the expiration of the Lease Term or any Renewal Terms, CenTrust shall remove all or any portion of CenTrust's personal property and CenTrust shall repair all damage done by or in connection with the removal of said property and surrender the Demised Premises (together with all keys to the Demised Premises). All property of CenTrust remaining on the Demised Premises thirty (30) days after the expiration of the Lease Term shall be deemed conclusively abandoned and mav, at the election of City, either be retained as City's property or be removed and disposed of by the City. ARTICLE V OPERATION AND MAINTENANCR Section 501 Operation and Maintenance of Demised Premises. CenTrust shall, after construction of Improvements to the Demised Premises and South Arcade, during the Term of this Lease, at its own cost and expense, keep, operate and maintain the Demised Premises and South Arcade in good order, condition and repair, similar to first class retail facilities in prime commercial office locations in major cities in the United States and in conformity with all requirements of the law, applicable fire underwriting and rating regulations, subject to Section 304 of this Lease and this Lease. CenTrust shall make and enforce reasonable rules and regulations of general application for the supervision, control and use of the Demised Premises. Such rules and regulations and any amendment thereto shall not be effective unless the same are first submitted to the City Manager and D.O.S.P. for their review and approval which shall not be 27 8S " 862G W unreasonably withheld. tf not disapproved by the City Manager or D.O.S.P. within fifteen (15) calendar days of reauest for approval, approval shall be deemed given. The City Manager and D.O.S.P. shall not unreasonably refuse their approval. Similar rules and regulations for the control and use of the South Arcade shall be made by the City and shall be submitted to CenTrust for review and approval. CenTrust shall suffer no waste or injurv, and shall promptly, and in such manner, if possible, as will not interfere with the maintenance, operation and use of the Parking Garage, make all necessary repairs and replacements, in and to the Demised Premises and South Arcade subject to the provisions of Section 304. All such construction work, replacements and repairs shall be of the highest quality and of the standards . applicable to retail space of this type and CenTrust shall maintain the finishes and improvements installed by CenTrust. Section 502 trainage, Clearing Sidewalks. (a) The Parking Garage shall be kept drained by the City into the Parkinq Garage's drainage system. To the extent possible no water, liquid or waste of any character shall be permitted to drain or leak into, onto or under the Demised Premises or South Arcade other than through designated drainage facilities. The City shall keep the entrance to, and the sidewalks, roadways and curbs fronting and abutting, the Demised Premises free and clear of standing water, other substances and of any obstruction to the free and safe use thereof at all times, and 28 85 --80t; will continuously maintain, and promptly repair or replace or renew, such sidewalks, roadways and curbing, as necessary except as limited below in Section 502(b). (b) CenTrust shall clean, maintain, repair and replace any upgraded sidewalk finish installed by or at the direction of CenTrust adiacent to Demised Premises and South Arcade. Section 503 Safe Floor Loads. CenTrust and City will not allow or permit the loading on any floors of the Demised Premises and South Arcade or any portion thereof, beyond the loads which the same will safely support, as required by the South Florida Building Code. Section 504 Storage or Use of Flammable Materials. . CenTrust and City will not use or keep, or permit to be used or kept, in the Demised Premises and South Arcade any oils, materials or substances of a flammable or explosive nature except in accordance with the rules and regulations of the Board of Fire Underwriters or those of authorized public authorities having jurisdiction. Any emergency generator fuel systems shall conform to such rules and regulations. Section 505 Default In Operation Or Maintenance. (a) Right to Effect Compliance. If CenTrust at any time or times durinq the Term of this Lease, after. thirty (30) days written notice from the Citv, fails or neglects to take such action as may be necessary to place the Demised Premises and South Arcade in compliance with the requirements of Section 501 29 85 -8 :f through 504 of this Article, the City shall have the right, in addition to all other rights and remedies, including those provided in Article Xi, and is hereby authorized, on not less than three (3) days notice, to enter into the Demised Premises or South Arcade, as the case may be, and perform such acts in order to effect compliance with Sections 501 through 504, subject to limitations as may be contained therein, as may be reasonably necessary. The reasonable cost of any and all such repairs or other act necessary made by the City shall be due and payable as additional Rent with interest thereon at the Default Rate. (b) Right to Contest. CenTrust shall, however, have the right to contest such default in good faith by Arbitration as provided in Article X. Section 506 Alterations to Demised Premises. (a) Modifications. CenTrust shall not, without prior approval of the City Manager and D.O.S.P. whose approval shall be limited to conformance with the quality requirements of the Request for Proposal as set forth below, make any changes in the Demised Premises or South Arcade, except minor modifications in the exterior appearance of the Demised Premises or in the entrances, exits or passageways to and from the Demised premises or South Arcade, which shall in no event limit public access. The Plans and Specifications showing any such modifications shall be submitted and subject to the approval of the City Manager and D.O.S.P., which approval shall not be unreasonably withheld. If CenTrust's request is not denied by the City Manager or D.O.S.P. 30 H within fifteen (15) days of submission the request shall be deemed approved. All such modifications shall be done at the sole cost and expense of CenTrust. The provisions of Article IV shall be applicable to all modifications, changes and alterations of improvements. (b) Replacements. CenTrust shall be responsible for all repairs and replacements due to normal wear and tear in the Demised Premises. if CenTrust shall deem it necessary to replace or repair any of the improvements in the South Arcade described _ in Exhibit E, then CenTrust may undertake such repairs or replacement at its cost and expense without the consent of the City Manager and D.O.S.P. as provided in Article TV. Section 507 Non -Interference With Parking Garage. Construction of the Improvements to the Demised Premises and South Arcade and of inspecting, maintaining, repairing, altering, changing, improving or renewing them, the columns, foundations, substructures or other work, or any part thereof, shall be performed so as not to materially interfere with the Parking Garage operations or to endanger or materially interfere with the use of the Parking Garage by officers or employees of the City, D.O.S.P., persons parking in the Parking Garage or any other members of the general public in or using the Parking Garage, People Mover Station, accessing the City of Miami Convention Center, or entering or leaving the Land or any part thereof; and CenTrust shall arrange and perform anv and all work accordingly. Whenever any work shall be likely to involve the operations or 31 g5`-8A.o safety of the persons, property, or traffic upon or about the Land, such proposed work shall first be submitted to the City anc9 D.O.S.P. and shall be performed at such time and in such manner as, in the reasonable determination of the City and D.O.S.P., shall protect the safety and the rights and privileges of such users, occupants and other members of the qeneral public. Section 508 Non -Interference With Demised Premises. The inspecting, maintaining, repairing, altering, changing, improving or renewing the Parking Garage, the columns, foundations, substructures or other work, or any part thereof, or any of the work performed on the Land by or for the City, or any tenant of the City or any occupant of the Parking Garage or any part thereof, shall be performed so as not to materially interfere with the Demised Premises and South Arcade operations or to endanger or materially interfere with the use of the Demised Premises and South Arcade by officers or employees of CenTrust, their Tenants or any other members of the qeneral public in or using the Demised Premises or the South Arcade or of people using or occupying any other part of the CenTrust Tower or entering or leaving the Land or any part thereof; and the City shall arrange or cause to be arranged and performed any and all work accordingly. ARTICLE VI INSURANCE 32 9 85•-8206 0 4 Section 601 Maintenance of Insurance. CenTrust, at its own cost and expense, shall keep and maintain the following insurance: (a) CenTrust shall provide or cause to be provided comprehensive general liability insurance coverage or an equivalent policy form covering all premises and operations defined in this lease. The policy or policies of insurance shall have at least a combined single limit for bodily injury and property damage liability of $1,000,000 per occurrence. The policy or policies of insurance required in the above paragraph shall include the following extensions of liability coverage: contractual liability, products and completed operations liability, personal injury liability. All policies of insurance shall be endorsed to name the City of Miami and the Department of Off -Street Parking as additional named insureds. It is the intent of the City that the required coverage shall be primary to any other insurance available for any loss arising out of perils or hazards covered by those policies. It will be the responsibility of CenTrust to insure that all such policies are properly endorsed so that in the event of a loss no disagreement arises as to coverage. (b) CenTrust shall obtain or cause to be obtained liability insurance coverage covering all owned and non -owned and hired vehicles used in connection with work arising out of this contract. Coverage shall be written with at least a combined single limit for bodily injury and property damage liability of S1,000,000 per occurrence. 33 R (c) All insurances required under this section shalt be written on an occurrence basis. Should an occurrence basis form become unavailable on the commercial insurance market, the City may at its discretion accept an alternative policy form. (d) All insurance policies required must be written by a company or companies rated at least "A" as to manaqement and at lease Class "X" as to financial strength in the latest edition of Best's Insurance Guide, published by Alfred M. Best Company, Inc., 75 Fulton Street, New York, New York. (e) CenTrust will be expected to furnish a certificate of insurance to the City clearly indicating conformance with the requirements set forth in this Section. Certificates should be forwarded to: City of Miami Finance Department Risk Management Division 65 S.W. 1 Street Miami, Florida 33130 (f) All policies of insurance required by this Section shall be written in a manner that such policies may not be canceled or materially changed without ninety (90) days aAvanr�a writ -Fan nntica r_n the City of Miami. Written notice 116 a Section 602 Responsible Insurance Companies; Copies of Policies. All insurance required to be carried under this Lease shall be covered by a policy or policies with insurers of recognized responsibility authorized to do business in the State of Florida. A blanket policy additionally insuring other property or any of the parties hereto or insuring the interests of all the parties hereto may be acceptable provided the cost thereof can be properly apportioned. written notice to the City shall be as provided in Section 601. Evidence of compliance with the insurance requirements shall be filed with the Risk Management Division of the City of Miami prior to execution of the Lease and each renewal. Such insurance shall be subject to the approval of the Risk Management Division. All insurance . policies required must be written by a company or companies rated at least "A" as to management and Class "X" as to financial strength, in the latest edition of the Best's Insurance Guide, published by Alfred M. Best Company, Inc., 75 Fulton Street, New York, N.Y. ' Compliance with the foregoing requirements shall not relieve the Lessee of its liability and obligations under any other portion of the Lease. Section 603 Obtaininq Insurance Upon CenTrust's CenTrust should fail to procure any insurance required to be maintained hereunder, or to pav the premiums thereon, the City may, but shall not be required to, procure the same and pay such premiums and, if so procured or paid, the cost 851-SA12w, 6, a thereof shall be due and payable to the City as additional Rent with interest at the Default Rate. Section 604 Indemnification. CenTrust covenants and aqrees that it shall indemnify► hold harmless, and defend the City from and against any and all claims, suits, actions, damages, or causes of action arisinq during the term of this Lease for any Personal Injury, Loss of Life, or namage to Property sustained in the Demised Premises, by reason of or as a result of CenTrust's occupancy thereof, and from and against any order, judgments or decrees which may be entered thereon, and from and against all costs, attorney's fees, expenses, and liabilities incurred in and about the defense of any such claim and the investigation thereof. ARTICLE. VII DAMAGE Section 701 Damage To Demised Premises. In the event that, during the Term of this Lease, the Demised Premises, South Arcade or any part thereof, shall be damaqed or destroyed by fire or other casualty, and as often as such damage or destruction shall occur, and regardless of whether or not such damage or destruction is covered by insurance furnished by CenTrust as provided in Article VI, then CenTrust at its own cost and expense, shall repair, restore or rebuild the Demised Premises, South Arcade or any portion thereof to substantially the condition existing or required to be existing, (if the standards of Article V have not been maintained), prior to such damage or 36 e 85 •—S�6 16 destruction or, in the alternative in such other manner as may be agreed upon by the City, CenTrust, and any Leasehold Mortgagee. Such construction shall be performed substantiallv in accordance with the requirements of Article IV. CenTrust shall commence any work of repair, rebuilding or restoration required hereunder within twelve (12) months from the happening of the damage or destruction, subject, to material delays in the substantial completion of any necessary repairs on the Parking Garage as contemplated by Section 702 of this Lease. In any event CenTrust shall diligently prosecute to completion any such work of repair, rebuilding or restoration. section 702 Damage To Parking Garage. In the event that, during the term of this Lease, the Parking Garage and the appurtenant facilities to the Demised Premises within the Parking Garage, or any part thereof, shall be damaged or destroyed by fire or any other casualty, and as often as such damage or destruction shall occur, and regardless of whether or not such damage or destruction is covered by insurance furnished by the City and/or D.O.S.P., then except as provided below, the City at its own cost and expense, shall repair, restore or rebuild the Parking Garage and such appurtenant facilities to substantially the condition existing prior to such damage or destruction or, in the alternative in such other manner as may be aqreed upon by the City and CenTrust. The City shall commence anv work of repair, rebuilding or restoration required hereunder within twelve (12) months from the happening of the damage or destruction. The City 37 0 shall diligently prosecute to completion any such work of repair, rebuilding or restoration. if, within twelve (12) months of the damage, destruction or condemnation, the City had not commenced such repair, restoration or rebuildinq, or if, having commenced such work, the City at any time shall not be proceeding diligently with such work, CenTrust may give notice to the City specifying that the work has not commenced or the respect or respects in which the work is not proceeding diligently and, if, upon expiration of six (6) months after giving of such notice, the work has not commenced or is not proceeding diligently, as the case may be, CenTrust may terminate this Lease. Section 703 Abatement Of Rent. If during the Term of this Lease the Parking Garage shall be damaged by fire or casualty materially interfering, except as such interference is caused by the representatives of CenTrust, with CenTrust's use of the Demised Premises as contemplated by this Lease, Rent and other charges thereafter payable by CenTrust under this Lease shall abate proportionately for the period in which, by reason of such damage, there is such material interference with CenTrust's use of the Demised Premises. Failure of the Parties to reach an agreement as to material interference or proportionate abatement of rent shall be subject to Arbitration as provided in Article X. Nothing contained herein shall be deemed to allow an abatement of Rent for damage by fire or casualty to the Demised Premises. ARTICLE VIII CONDEMNATION 38 a 85 —8ti ; a Section 801 Taking Of Title. If, at any time during the Term of this Lease, the whole or substantially all of the Demised Premises shall be taken for any public or quasi -public purpose by any lawful power or authority by the exercise of the right of condemnation or eminent domain or by agreement between the City, CenTrust and those authorized to exercise such right, makes the residue of the Demised Premises substantially untenantable for the purposes leased hereunder, this Lease shall terminate, (without affecting the rights of CenTrust to recover awards for damages as provided in Section 802), as of the date title shall vest in, or possession shall be taken by or on behalf of, the condemning authority, which ever occurs first, and the Rent to be paid by CenTrust shall be apportioned and paid to such • date and upon such termination and payment CenTrust shall have no further rights or obligations hereunder or recourse against the City. Except as otherwise specifically provided, if less than the whole or substantially all of the Demised Premises shall be taken and if the residue of the Demised Premises after such condemnation is not substantially untenantable for the purposes leased hereunder, this Lease shall continue, but the Rent thereafter payable by CenTrust shall be apportioned and reduced, as of and from the date title shall vest in, or possession be taken by or on behalf of, the condemning authority, whichever first occurs, by reducing the square footage of Leaseable Retail Space computed in the same manner as originally determined. 39 h 85-8, :f; 1) 4 Section 802 Apportionment Of Awards. to the event of a taking of the whole or anv portion of the Demised Premises each party shall prosecute its own claim. All the proceeds of the taking (includinq interest) to which the City and CenTrust may be entitled shall be determined as follows: (a) The court in such condemnation proceeding, subject to any interests of any Leasehold Mortgagee and if not prohibited by law, shall be requested to make separate awards to the City, and CenTrust; and the City and CenTrust agree to request that the court make separate awards to each based upon a determination of the value of their respective interests made in the manner provided in Section 802(b), and the City and CenTrust shall be limited to such separate awards if made by the court, . subject to any rights of appeal by the City and CenTrust of such awards by the court. (b) if such court is prohibited by law from making separate awards to the City, and CenTrust, or declines to do so, then, subject to any interests of any Leasehold Mortgagee, the parties shall receive that portion of the award which is represented by the value of CenTrust's leasehold interest in the Demised Premises together with its ancillary interest in the South Arcade and the improvements to both the Demised Premises and South Arcade immediately preceding the taking less, in the case of a partial taking, the value of their interests in the Demised Premises and the South Arcade immediately after the taking, as determined by Arbitration as provided in Article X, 40 85_'810:6 0 16 and the City shall receive that portion of the award represented by the value of the City's interest in the Demised Premises and South Arcade and the City's interest in the improvements to both the Demised premises and South Arcade immediately preceding the taking less, in the case of a partial taking, the value of its interest in the Demised Premises immediately after the taking as determined by arbitration as provided in Article X. Such award and other proceeds shall be held in trust, in an interest -bearing account to be selected by the City and CenTrust, or, if they fail to agree, as may be selected pursuant to Article X, pendinq distribution to the City and CenTrust as above provided. Accrued interest shall be distributed in the same proportion as the award or proceeds of the taking. Section 803 Taking For Temporary Use. If there is a taking for temporary use or occupancy of the whole or any part of the Demised Premises and South Arcade at any time during the Term of this Lease for any public or quasi -public purpose by any lawful power or authority by the exercise of the right of condemnation or eminent domain or by agreement between the City, CenTrust and those authorized to exercise such right, the Term of this Lease shall not be extended, reduced or affected in any way and, subject to any interests of any Leasehold Mortqaqee, the entire award shall be disposed of as follows: (a) If the period of taking in respect of which the award is made is less than 5 years, so much of the award and other proceeds as is equal to the Rent (in the same amount per 41 0 851-8�016 04 annum as in effect immediately preceding such taking), or in the case of a partial taking, that portion of the Rent attributable on a prorata basis to the portion so taken, due to the City during the period of such taking, shall be held in trust in an interest -bearing account, by a financial institution (for purposes of this section referred to as the "Bank") to be selected by the City and CenTrust, or if they fail to agree, as may selected pursuant to Article X, pending distribution in the manner provided below and the balance of such award shall be paid to CenTrust. Any sums so deposited in trust shall be invested in obligations of the United States of America or as the City and CenTrust may otherwise agree upon. The Bank shall during the period of such taking pay the Rent, from the amount so invested in trust, to the City at the times and in the manner provided in Article III. Any balance of principal or interest remaining in trust at the termination of such taking shall be paid to CenTrust. (b) If the period of the taking, in respect of which the award is made, is equal to or more than 5 years, CenTrust shall furnish assurances in form reasonably satisfactory to the City as to the payment of Rent or, in the case of a partial taking, such proportion of the Rent, over the period of the temporary taking, and be the award shall be paid to CenTrust. if, in the case of a taking under either subsections (a) or (b) above, the period of such taking extends beyond the then -current Term of this Lease, CenTrust shall furnish 42 85 --82!G assurances in the form satisfactory to the City with respect to the payment of Rent, should CenTrust exercise its option to renew. If CenTrust fails to exercise its option to renew, the City shall receive that portion of the award representing the period of taking extending beyond the current Term of the Lease. Section 804 Prosecution Of Fixture Claims. The City and CenTrust shall each have the right in any condemnation proceeding to prosecute its own claim with respect to, and to collect any award for, a taking of any machinery, equipment, fixtures or personal property which are not included in any award for Land and Improvements. Section 805 Appearance In Condemnation Proceedings. The City and CenTrust shall each have the right at its own expense to appear in any condemnation proceedings and to participate in any and all hearings, trials and appeals therein. In the event the City and CenTrust shall receive notice of any proposed or pending condemnation proceedings affecting the Demised Premises, the South Arcade or the Land, the tarty receiving such notice shall promptly notify the other party of the receipt and contents thereof. ' ARTICLE IX ASSIGNMENT, SUBLETTING,, MORTGAGING Section 901 Consent Reauired. (a) Except as otherwise expressly provided in this Article, CenTrust covenants (i) not to assiqn or otherwise transfer this Lease or the term and estate hereby qranted 43 8S --826 ft 94 (except, assignment or subletting to a subsidiary or parent company of CenTrust or a subsidiary of CenTrust's parent company), (ii) not to sublet the Demised Premises or allow the same to be used, occupied or utilized by anyone other than CenTrust (except as to Sublessees, as provided in Section 203) and (iii) not to mortgaqe, pledge, encumber CenTrust's leasehold interest in the Demised Premises or any part thereof, in any manner by reason of any act or omission on the part of CenTrust, without in each instance obtaining the prior written consent of the City Manager. (b) The City Manager shall not withhold, qualify or delay its consent under this Section 901(b) to (i) a mortgaqe, pledge or other encumbrance of CenTrust's leasehold interest by mortgage or other security instrument to an institutional Leasehold Mortgagee (includinq a sale to and lease back from such Leasehold Mortgagee) or resulting from the foreclosure (termination of such sale and leaseback transaction) by such Leasehold Mortqaqee or a deed in lieu of such foreclosure, or (ii) assignment or other transfer to a person, corporation or other entity, if in the case of either (i) or (ii) above, such Leasehold Mortgagee or transferee, at the time of making such mortgage or transfer, is reasonably determined by the City to have, after taking into account a reasonable projection of rental income from the Retail Space, net worth sufficient to pay the Rent and operate and maintain the Retail Space as required hereunder. In any event, if the City Manager or his desiqnee 44 85°-80216 does not give CenTrust written notice that the City has not approved any assignment, or mortgage within twenty-one (21) calendar days of receipt of notice of such proposed action by CenTrust, the City shall be deemed to have given such consent, unless the City shall have requested an extension, not to exceed twenty-one (21) calendar days, of time to review the requested assignment or mortgage within the prescribed time period. Section 902 Requirements For Assignments Or Transfer. Any assignment, sublease or transfer, made with the City's consent pursuant to Section 901 if required, shall be made only if, and shall not be effective until, the assignee, sublessee or transferee shall execute, acknowledge and deliver to the City a recordable agreement as will enable it to be recorded among the Land records of Dade County - and in form and substance reasonably satisfactory to the City, whereby the assignee, sublessee or transferee shall assume the obligations and performance of this Lease and agree to be bound by and upon all of the covenants, agreements, terms, provisions and conditions hereof on the part of CenTrust to be performed or observed and whereby the assignee, sublease or transferee shall agree that the provisions in Section 901 shall, notwithstanding such an assignment, sublease or transfer, continue to be binding upon it with respect to all future assignments, sublease and transfers. Section 903 Notice To Leasehold Mortgagee. Promptly after a mortgage, pledge or encumbrance of its leasehold estate, pursuant to Section 901 of this Lease, CenTrust shall furnish the City a written notice setting forth the name and address of the 45 Leasehold Mortgagee. The City shall furnish the said Leasehold Mortgagee with any notice sent to CenTrust under this Lease, and no such notice shall be deemed to have been properly qiven unless a copy thereof shall have been sent to such Leasehold Mortgagee; provided, however, (i) the City shalt not be obligated to furnish notices to any Leasehold Mortgagee the name and address of which have not been provided to the City and (ii) prior to receipt by the City of notice setting forth the name and address of the Leasehold Mortgagee, said Leasehold Mortgagee shall not have any right whatsoever under those provisions in this Lease where "approval of" or "consent to" a person, thing, act or omission was required and the consent or approval of CenTrust as to such person, thing, act or omission shall be deemed conclusive. Section 904 Nondisturbance. The City through the City Manager shall from time to time, promptly upon request of CenTrust, and if the respective Sublessees are reasonably satisfactory to the City Manager, enter into agreements with CenTrust and one or more Sublessee(s) which agreements shall provide, and evidence this Agreement by the City, that in the event of a termination of this Lease, the possession of such Sublessees and the enjoyment of all rights and privileges hereunder and under their respective leases by such Sublessees, shall not be disturbed so long as such Sublessees shall agree that upon request of the City following a termination of this Lease, the Sublessees will attorn to the City and will execute and deliver such instrument as the City may require in order to 46 0 85 -8 ;fi i Ob ft confirm such attornment. The City agrees that it shall not unreasonably delay, withhold or qualify its determination that a Sublessee is satisfactory, and that it shall execute such documents as may be reasonably requested by any Sublessee evidencing the City's agreement not to disturb the Sublessee. Tf City Manager does not notify CenTrust that a Sublessee is not satisfactory within fifteen (15) calendar days of request, it shall be deemed to have approved Sublessee. Notwithstandinq the above the City shall have no obligations of nondisturbance to any Sublessee who is in Default at the time of the termination of the Lease as above provided. ARTTCLE X Section 1001 Arbitration. A panel of arbitrators ("Arbitration Panel") shall be established when required by this Aqreement. (a) The appointments to the panel shall be made in the following manner: (i)The City shall name one member; (ii)CenTrust shall name one member; and (iii)The aforesaid members shall promptly name a third member. (b) Every member of the Arbitration Panel must be a member of the American Arbitration Association. (c) Tf either party shall fail to designate a member within fifteen (15) days after a written request so to do by the other party, then such other party may 47 S5 --8;'6 request the President of the Florida Chapter of the American Arbitration Association to designate a member, who when so designated shall act in the same manner as if he had been the member designated by the party so failing to designate an arbitrator. If the two members are unable to agree upon a third member within ten (10) days from the last date of designation, such third member shall be designated by the President of the Florida Chapter of the American Arbitration Association, upon the request of either of the two members. (d) All actions, hearings and decisions of the Arbitration Panel shall be conducted, based upon and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. In all controversies, disputes or claims with respect to the evaluation of real estate referred to Arbitration under the provisions of this Agreement, the Arbitration shall be conducted in accordance with the Real Estate Valuation Rules of the American Arbitration Association. In determining any matter before them, the Arbitration Panel shall apply the terms of this Agreement, and shall not have the power to vary, modify or reform any terms or provisions of. the Agreement in any respect. The Arbitration Panel shall afford a hearing to the City and to CenTrust and the right to 48 a 85�-802G 84 A submit evidence with the privilege of cross-examination on the question or questions at issue. All arbitration hearings shall be held at a place designated by the Arbitration Panel in Dade County, Florida. (e) A hearing shall be commenced within sixty (60) days following the selection of the last of the three arbitrators. A court reporter shall make a transcript of the hearing. The parties and the Arbitration Panel shall use their best efforts to conclude the hearing within ten days. The parties shall be entitled to such pre-trial discovery as they may agree, or as determined by the Arbitration Panel. The Arbitration Panel may render a decision at the close of the hearing, or may . request briefs on any or all issues. Any and all such briefs, including reply briefs, shall be filed with the terms and on the schedule set by the Arbitration Panel, but in any event no later than forty-five (45) days following the commencement of the hearing. The Arbitration Panel shall render a determination within sixty (60) days from the conclusion of the hearing. If no determination is rendered within such time, unless the parties agree otherwise, a new Arbitration panel shall be selected as described above, but the new Arbitration Panel shall render a determination solely upon review of the record of the hearing without a further hearing. 49 i 85 --s2d6 ( f ) The Arbitration Panel selected hereunder shall agree to observe the Code of Ethics for Arbitrators in Commercial Disputes promulgated by the American Arbitration Association and the American Rar Association, or any successor code. The decision of a majority with respect to any matter referred to it under this Lease shall be final, binding and conclusive on the City and CenTrust and enforceable in any court of competent jurisdiction. Together with the determination, the Arbitration Panel shall provide a written explanation of the basis for the determination. Each party shall pay the fees and expenses of the member of the Arbitration Panel designated by such party, such party's counsel fees, and witness fees, and one-half (1/2) of all expenses of the third member of the Arbitration Panel. ARTICLE XI DEFAULT Section 1101 Events Of Default. This Lease and the Term are subject to the limitation that at anv time during the Term, any one or more of the following events shall be an Event of Default under this Lease: (a) If CenTrust shall fail to pay all or anv part of the Rent or any other sum of money called for to be paid when the same shall, by the terms of this Lease, be due and payable, and such failure shall continue for thirty (30) days after written notice thereof from the City to CenTrust; or 50 85_-s2 :rh ( b) If CenTrust shall fail to perform or observe any requirement of this Lease other than for the payment of money, to be performed or observed by CenTrust, and such failure shall continue for sixty (60) days after written notice thereof from the City to CenTrust; provided, however, that if such failure cannot reasonably be cured in sixty (60) days, CenTrust shall have the right to begin to cure such Default within said sixty (60) days and to proceed therewith with reasonable promptness and diligence (and in the manner required by this Lease, includinq providing indemnity or security to the City as may be required by this Lease), then such sixty (60) day period may be extended for such time as may reasonably be necessary to enable CenTrust by proceeding with diligence to remedy its Default. Upon the happening and continuation of any one or more of the aforementioned Events of Default, the City may terminate this Lease upon giving not less than ten (10) calendar days written notice to CenTrust after such time to cure as provided above has lapsed, together with notice and opportunity to cure to the Leasehold Mortgagee as described in Section 1105 which shall state the proposed date of termination of this Lease and, except as otherwise provided in Section 1105, at the expiration of such ten (10) days or such longer period as may be specified in the notice, if the Event of Default is not cured this Lease and all the right, title and interest of CenTrust hereunder shall terminate and wholly cease and expire, and CenTrust shall Quit and surrender the Demised Premises to the City. 51 8 85`-8�G Section 1102 Remedies. In the event of termination of this Lease by the City pursuant to Section 1101, the City may: (a) Without prior notice or demand given to CenTrust or to any Sublessee with or without any objections havinq been registered, by the City (but with the notice to Leasehold Mortgagee as described in Section 903), re-enter upon and take possession of the Demised Premises, and CenTrust shall peaceably deliver possession of the same to the City subject to the rights of Sublessees and the Leasehold Mortgagee as provided in this Lease; or (b) With or without re-entering the Demised Premises, and without prior notice or demand given to CenTrust or any Sublessee (but with the notice to Leasehold Mortqagee described . in Section 903), subject to the rights of Sublessees and the Leasehold Mortgagees as provided in this Lease, remove all persons and their property therefrom, without being liable in anv suit or action, civil or criminal, by reason thereof, and CenTrust hereby expressly waives service of any notice to quit possession of or intention to re-enter under the common law or statutes or any other leqal authority; or (c) With or without re-entering the Demised Premises (but with notice to Leasehold Mortgagee as described in Section 903) subject to such rights of Sublessees and the Leasehold Mortgagee, collect and retain all rents, issues, income and profits from the Demised Premises (which shall be applied against sums owed by CenTrust to City); or 52 85`--8� vf; other rights given in this Section, in this Article or allowed by law. The remedies provided in this Article in case of an Event of Default shall not be deemed exclusive, but shall be in addition to all other remedies at law or in equity which the City may have or to which it may be entitled in the case of an Event of Default. No action taken or omitted by the City in case of an Event of Default by CenTrust shall be deemed a waiver of such Default, and the waiver of a particular Event of Default shall not be deemed a waiver of any other Default or a waiver of the same Default again occurring. The rights of the City given by this Section 1102 are expressly subject to the rights of any Leasehold Mortgagees pursuant to Section 1105. Section 1103 Damages. (a) Amount. In case of any such valid termination of this Lease by the City, CenTrust shall pay within thirty (30) days of written demand from the City, (i) all reasonable expenses which the City may have then incurred or may thereafter incur for legal expenses, attorneys' fees, brokerage fees and commissions in repossessing and relettinq the Demised Premises and all reasonable costs or expenses incurred by the City in restoring the Demised Premises to good order and condition, (ii) all past due Rent or other sums owing to the City from CenTrust under the terms of this Lease, and (iii) interest at the nefault Rate on the foregoinq sums from date of actual expenditure or loss by the City. The City may relet the Demised Premises, in whole or in part, for such term or terms of years as the City may choose, 54 t (d) If CenTrust shall not have within twelve (12) months of the Possession Date substantially completed construction of the improvements, except for sublessee improvements, to be made by it pursuant to Article IV, the City may, subject to the rights of any Leasehold Mortgagee, and onlv after notice to CenTrust with a reasonable opportunity to cure and after notice to the Leasehold Mortgagee as described in Section 903, demolish and remove all or any part of such improvements or take over and complete, or arrange for another Tenant to take over and complete, the construction of improvements of CenTrust set forth in Article IV, or may construct or arrange for another tenant to construct other and different improvements upon the Demised Premises, as the City may from time to time elect. Such improvements on the Demised Premises may compete with any business or activities of CenTrust or any tenant of CenTrust or any person, firm or corporation controlling, controlled by or under common control with CenTrust. In such event, CenTrust shall, if requested by the City, transfer and assign to the City without cost or expense to the City, all of the Plans and Specifications, contracts, agreements, rights, options and other related documents of CenTrust relating to the construction, financing or leasing of the improvements to the Demised Premises and South Arcade. (e) The exercise by the City of any right qiven by this Section shall not be deemed to be exclusive or to constitute an election and shall not prevent the City from exercisinq the 85-8ic:ti ■ which may be for a term longer or shorter than the remainder of the then current Term at the time of termination of this Lease, and CenTrust shall be obligated to and shall pay to the Citv, upon demand and in addition to the amount hereinbefore provider] for, damages in an amount which is equal to the excess, if any, of the Rent for the period from the time of termination of this Lease for from the end of the period in respect to which the City shall have collected damages from CenTrust pursuant to subsection (b) below] to the original termination date of the then current Term of this Lease, over the net rental value of the Demised Premises from the time that the City obtained possession of the Demised Premises to the original termination date of the then current Term of this Lease, each discounted to its then present worth together with interest thereon at the Default Rate from the date of termination of this Lease until such sum is paid. In determining said rental value of the Demised Premises, the rental value realized by any reletting, if such relettinq be accomplisher) by the City within a reasonable time after such termination of this Lease and upon terms generally comparable to the terms (other than rent provisions and the period or term of the reletting) of this Lease, shall be deemed prima facie evidence of the said rental value. If the then current net rental value described above is, at time of termination of this Lease, greater than the Rent, then the excess Rent collected by the City upon relettinq shall reduce the amount eiue the City under ( i) , ( i i) and ( ii i) above; if CenTrust has paid sums under 85-8206 (i), (ii) and (iii) above, then City shall not pay the excess Rent to CenTrust. The City shall use its best efforts to re- lease or sublease all of the itemised Premises and use its best efforts to collect all rents and other sums due and owinv from any Sublessees. (b) Interim payments. Until such time as the City shall have collected damages from CenTrust pursuant to subsection (a) above, CenTrust shall be obligated to and shall pay to the City, upon demand and in addition to the other amounts hereinbefore provided for, actual damages payable quarterly and continuing until the original termination date of the then current term of this Lease in amounts equal to the excess, if any, of the aggregate expenses paid by the City during the preceding quarter for all items which by the terms of this Lease were required to be paid by CenTrust and were not part of the Rent, plus the Rent (in the same amount per annum as in effect at the time of such Default) which would have been payable by CenTrust if this Lease had not terminated, over all expenses and rents and other sums collected from Sublessees, if any, collected by the City from the Demised Premises for such quarter, plus interest thereon at the Default Rate from the end of each quarter until such sum is paid, and any suit or action brought to collect such amounts due by CenTrust for any quarter shall not prejudice in any way the right of the City to collect the deficiency for any subsequent quarter by a similar proceeding. CenTrust shall not be relieved of its obligations to pay such damaqes by reason 85 " iIF; q't. of failure of the City to relet the premises, if the City shall have made reasonable efforts to do so, or if the improvements to the Demised Premises to be made by CenTrust were not completed by CenTrust and the City shall go forward with construction of any improvements to the Demised Premises which the City may elect. Section 1104 waiver Of Right Of Redemption. Subject to the provisions of Section 1105, CenTrust for itself and all persons claiming through or under CenTrust, including its creditors, upon the termination of this Lease as provided in Section 1101 after due notice to all Leasehold Mortqagees, hereby waives to the extent permitted by law any and all right or equity of redemption provided or permitted by any statute, law or decision now or hereafter in force, and does hereby waive, surrender and give up all rights or privileges which it or they may or might have, under and by reason of any present or future law or decision, to redeem the Demised Premises or for a continuation of the Term of this Lease or for relief from the forfeiture of this Lease and the balance of the unexpired Original Term and any Renewal Term thereof. Section 1105 Rights Of Leasehold Mortqagees. (a) Performance. The City aqrees to accept performance and compliance by any Leasehold Mortgagee of and with any term, covenant, agreement, provision or limitation on CenTrust's part to be kept, observed or performed by CenTrust. If a Leasehold Mortqaqee shall acquire the leasehold estate in the Demised Premises by foreclosure or otherwise then, in such 57 85•-826 i I event, this Lease shall continue in full force and effect so long as the Leasehold Mortgagee is not in default hereunder. For the period of time during which the Leasehold Mortgagee or any purchaser at foreclosure of a Leasehold Mortgagee holds the leasehold estate, the Leasehold Mortgagee or such purchaser shall become liable and be fully bound by the provisions of this Lease; provided, however, that the Leasehold Mortgagee or such purchaser shall not be bound by or liable under the provisions of this Lease for the period of time prior or subsequent to the period of time during which it holds the leasehold estate, except as provided below. (b) Notice. The City agrees that followinq an Event of Default it will take no action to terminate this Lease, nor to reenter and take possession of the Demised Premises unless it shall first give each Leasehold Mortgagee notice specifying such Event of Default and stating the City's intention either to terminate this Lease or to reenter and take possession of the Demised Premises on a date specified in such notice. Notwithstanding such notice, this Lease shall not by terminated, nor shall the City reenter and take possession of the Demised Premises if (i) such Event of Default can be cured by the payment of a fixed monetary amount and within twenty (20) days after the date such notice is given, any Leasehold Mortgagee shall make such payment, or (ii) such Event of. Default can be cured with the exercise of reasonable diligence by a Leasehold Mortgagee after obtaining possession of the Demised Premises and SR 85°-81;; the Leasehold Mortgagee, within thirty (30) days after the date such notice is given, commences such proceedings (including, without limitation, the filing of a petition for the appointment of a receiver) as it may deem necessary to obtain such possession and thereafter diligently prosecutes such action and promptly upon obtaining such possession proceed to cure such nefault within thirty (30) days and to proceed therewith with reasonable promptness and diligence (and in a manner required by this Lease, including providing indemnity or security to the City as may be required in this Lease), such thirty (30) day period shall be extended for such time as may reasonably be necessary to enable the Leasehold Mortgage to proceed with diligence to cure such default. {c) New Lease. In the event of the termination of this Lease prior to its stated expiration date, the City shall give all Leasehold Mortgagees notice of such termination and may at its discretion enter into a new lease of the Demised Premises with a Leasehold Mortgagee or, at the request of such Leasehold Mortgagee, subject to the same requirements set forth in Section 901 for an assiqnment by CenTrust, with an assignee, designee, or a nominee of such Leasehold Mortgagee, for the remainder of the Term effective as of the date of such termination, at the Rent and upon the same covenants, agreements, terms, provisions and limitations as are herein contained, includinq the options to Leasehold Mortgagee makes written request upon the City for such 85-812G new lease within sixty (60) days after receipt of such written notice of termination and such written request is accompanied by payment to the City of all amounts then due to the City of which the City shall have given the Leasehold Mortgagee notice, (ii) the Leasehold Mortgagee pays or causes to be paid to the City at the time of the execution and delivery of such new lease any and all additional sums which would at the time of the execution and delivery thereof be due under this Lease but for such termination and pays or causes to be paid any and all expenses including reasonable counsel fees, court costs and costs and disbursements incurred by the City in connection with any such termination or in connection with the execution and delivery of such new lease, except if CenTrust is in default any net income to the City from the Demised Premises collected by the City subsequent to the date of the termination of this Lease and prior to the execution and delivery of such new lease, shall be applied against the amount owed by CenTrust to the City, and (iii) the Leasehold Mortgagee agrees to cure, within thirty (30) or sixty (60) days as the Event of Default shall dictate, after the execution and delivery of such new lease, all uncured Events of Default of which the City shall have given such Leasehold Mortqagee notice, or if any such Event of Default cannot be cured within such period, to cure such Event of Default and thereafter pursue the same with due diligence. If the City receives written requests in accordance with the provisions of this Section from more than one Leasehold .e 85-826 im Mortgagee, the City shall only be required to deliver the new lease to the Leasehold Mortgagee who is, among those Leasehold Mortgagees requestinq a new lease, the holder of the most junior Leasehold Mortgage who makes such request and required payments. Any new lease made pursuant to this Section shall be prior to any mortgage or other lien, charge or encumbrance on the fee of the Demised Premises and shall have the same relative prioritv in time and in right as this Lease and shall have the benefit of all of the right, title, powers and privileges of CenTrust hereunder in and to the Demised Premises. At CenTrust's request, the City will enter into an agreement with any Leasehold Mortgagee granting to such Leasehold Mortgagee the rights set forth in this Section 1105. (d) Consent. This Lease shall not be modified, amended, surrendered, canceled or wholly or partially terminated by CenTrust, nor shall any waiver of CenTrust's right hereunder or any approval or consent of CenTrust required hereunder be effective, without the written consent of each Leasehold Mortgagee, which consent shall not be unreasonably withheld, whose name and address shall have been furnished to the City pursuant to Section 903. ( e ) Modifications. If, in connection with obta in inq temporary or permanent financing related to CenTrust's interest under this Lease, any such lender shall request reasonable modifications of this Lease as a condition to such financinq, the City agrees that the City throuqh the the City Manager will not 61 85•-8AZWG unreasonably withhold the execution of an agreement of modification of this Lease provided such modifications do not increase the financial obligations of the City under this Lease or adversely affect City's interests under this r,ease. In the event of the City Manager's refusal to execute and deliver any such modification agreement within thirty (30) days after request therefor by CenTrust, CenTrust shall have the right to cancel and terminate this Lease and upon such cancellation and termination neither party shall have any further right or obligation to the other arising out of the execution and delivery of this Lease, except for payment to the City of any rent or other sums which become due prior to the cancellation date. (f) Renewal Terms. In the event that CenTrust does not duly exercise its rights to extend this Lease for either Renewal Term, then City shall promptly notify the Leasehold Mortgagee and the Leasehold Mortgagee shall have thirtv (30) days from receipt of such notice in which to exercise such right, either in its own name or that of CenTrust, or on behalf of an assignee, designee or nominee of the Leasehold Mortgagee. CenTrust hereby appoints, and City accepts, such Leasehold Mortgagee as its attorney in fact for the purpose of exercising its right to extend the Lease and also to execute such documents as may be required from time to time to cure or prevent any Event of Default under this Lease. If more than one Leasehold Mortgagee exercises the right to renew this Lease, then the City shall only be required to accept the renewal by the most junior 62 851-82f.. mortgagee who has duly exercised, and continues to perform all matters required for, the exercise of the rights described in this Section. Section 1106 Defaults By The City. If the City at any time during the Term of this Lease shall fail to observe or perform any of the City's covenants or obligations hereunder, and if any such default shall not be cured; (i) as to any default _ resulting from the nonpayment of money, within thirty (30) days after CenTrust shall have given to the City notice specifying such default or, (ii) as to any other default, within sixty (60) days after CenTrust shall have given to the City notice specifying such default or, (iii) in the case of any default not resulting from the nonpayment of money which cannot with diligence be cured within such sixty (60) day period, if the City shall fail to proceed promptly to cure the same and thereafter prosecute the curing of such default with diligence, that the time of the City within which to cure the same shall be extended for such period as may be necessary to complete the curing of the same with due diligence; then CenTrust to the fullest extent permitted by law, shall have the right to elect and pursue any one or more of the following remedies: (a) The right to seek a writ of mandamus, injunction or other similar relief, available to it under Florida law, against the City and its officers, agents or representatives in their official capacity as such, but not personally; or 63 85`--826 (b) The right to maintain any and all actions at law for damages or suits in equity or other proper proceedings to enforce the curing or remedyinq of such default; or (c) The right to Arbitrate as provided in Article X of — this Lease. In any litigation arising under this Lease each party shall pay its own attorneys fees and cost. Notwithstanding the above, the City's obligations and right as more specifically delineated in the Lease shall not be limited or expanded by the provisions of this Section 1106. ARTICLE XII GENERAL PROVISIONS Section 1201 Covenant Of Title; Quiet Enjoyment. The City covenants and warrants with and to CenTrust that the City has good record and marketable title to the Demised Premises, free of liens, charges or encumbrances and that the City has qood right, full power and lawful authority to demise and lease the Demised Premises in the manner and form herein clone or intended so to be done. CenTrust, on paying the Rent and other sums payable by CenTrust hereunder as and when the same shall become due and payable and observing and performinq the covenants, conditions, limitations and agreements herein contained on the part of CenTrust to be observed and performed, all as herein provided, shall and may lawfully, peaceably and quietly have, hold and enjoy the Demised Premises during the Term of this Lease, without hindrance, ejection or molestation by the City or 64 SJr"'8i:� polls 00� any person or persons claiming by, through or under the City subject, however, to all the provisions of this Lease. Section 1202 End Of Term. CenTrust shall peaceably give up and surrender possession of the Demised premises and every part of it to the City at the expiration or sooner termination of the Original Term or Renewal Term(s) of this Lease, together with the improvements and all fixtures and facilities therein, or forming part thereof, or appurtenant thereto, in good condition and repair, reasonable wear and tear excepted. Section 1203 Headings. The terms "City" and "CenTrust" as contained in this Lease shall include singular and plural, masculine, feminine, heirs, successors, executors, administrators, personal representatives and assigns, wherever the context so requires. The terms, provisions, covenants and conditions of this Lease are expressed in the total lanquage of this Lease Agreement. The section headings are inserted solely for the convenience of the reader and shall not be deemed to define, limit or expand any of the provisions of this Lease. Any formally executed amendment, addendum to or modification of this Lease shall be expressly deemed incorporated in this Lease by reference unless a contrary intention is clearly stated in such amendment, addendum or modification. Section 1204 Notices. Any notice given City as provided for in this Lease shall be sent to City by registered or certified mail addressed or personally delivered to City at: PROPERTY AND LEASE MANAGEMENT DIVISION FINANCE DEPARTMENT 65 SW First Street 65 85--ti2f) Miami, Florida 33130 or personally delivered to the City at that address as well as to the: DEPARTMENT OF OFF-STREET PARKING 190 NE 3rd Street Miami, Florida 33132 Any notice to be given CenTrust under the terms of this Lease, unless stated otherwise in this Lease, shall be in writing and shall be sent by registered or certified mail addressed, or personally delivered to an agent or officer of CenTrust at: CENTRUST REALTY AND CONSTRUCTION COMPANY 101 F. Flagler Street Miami, Florida 33131 Either party, from time to time, by such notice, may specify another address to which subsequent notice shall be sent or delivered. Notice shall be deemed given on the date it is actu- ally received or on the date receipt is refused. Section 1205 Short Form Lease. Upon request of either City or CenTrust, the parties to this Lease shall execute a Short Form Lease in recordable form, which shall contain whatever provisions of this Lease are deemed appropriate by the requestinq party. Section 1206 Approvals, Consents. Wherever in this Lease provision is made for "approval of" or "consent to" a person, act or omission, unless otherwise specifically provided, in all cases, such approvals or consents shall be evidenced by a notice in the manner set forth in Section 1204, and such approvals or consents shall not be unreasonably withheld or delayed by the party required to give the same. M L 85-82,,16) iL- Section 1207 Estoppel Certificates. Each party agrees, at any time and from time to time, as requested by the other party, upon not less than ten (10) days prior notice, to execute and deliver to the other a statement certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), certifying the dates to which the Rent and other charges hereunder have been paid, and stating whether or not, to the best knowledge of the signer, the other party is in default in performance of any of its obligations under this Lease and, if so specifying, each such default of which the signer may have knowledge, it being intended that any such statement delivered pursuant to this Section may be relied upon by others with whom the party requesting such certificate may be dealing. Section 1208 Successors And Assigns. The covenants and agreements herein contained shall be deemed to be covenants running with the Land and shall inure to the benefit of and be binding upon the successors and assigns of the respective parties hereto; provided, however, that no assignment hereof shall be made by CenTrust except as specifically permitted herein. Section 1209 Modifications Of Lease. No agreement shall be effective to change or modify or discharge in whole or in part this Lease or any instrument given in connection herewith unless such aqreement is in writing signed by the parties to this Lease and approved by any Leasehold Mortgagee. Section 1210 City's Obligations. Any obligation of the City or any liability imposed on the City under or pursuant 67 85°-8�.f; to this Lease shall be payable solely out of revenues of the City derived by the City from the operation of the Parkinq Garage and from other revenues of the City lawfully available therefor, exclusive of revenues derived from ad valorem taxes on real property and intangible personal property. Section 1211 Non Discrimination. CenTrust agrees that it will not discriminate against any person on account of race, color, sex, religious creed, ancestry, national origin, or handicap in the use of the Demised Premises and South Arcade. Section 1212 Warranty. CenTrust warrants that it has not employed or retained any person employed by City to solicit or secure this Lease and that it has not offered to pay, paid or agreed to pay any person employed by City any fee, commission, percentage, brokeraqe fee, or gift of any kind contingent upon or resulting from the award of making this Lease. Section 1213 Conflict of Interest. CenTrust is aware of the conflict of interest laws of the City of Miami (Miami City Code Chapter 2, Article V), Dade County, Florida (Dade County Code, Section 2-11.1) and the Florida Statutes, and agrees that it will fully comply in all respects with the terms of said laws. Section 1214 Independent Contractor. CenTrust and its employees anti agents shall be deemed to be independent contractors, and not agents or employees of the City, and shall not attain any rights or benefits under the Civil Service or Pension Ordinances of City, or any riqhts generally afforded classified or unclassified employees; further it shall not be deemed entitled to the Florida Workers' Compensation benefits as an employee of the City. W1 8 85•-82% r Section 1215 Minority Procurement Compliance. CenTrust acknowledges that it has been furnished a copy of Ordinance No. 9775, the Minority Procurement Ordinance of the City of Miami, and agrees to comply with all applicable substantive and procedural provisions therein. CenTrust further acknowledges the provision of City of Miami Code Sections 37.13 and 37.14 and agrees to comply with all applicable substantive and procedural provision contained therein. Section 1216 Compliance With Laws. Both parties shall comply with all applicable laws, ordinances and codes of federal, state and local governments of general application. Section 1217 Time of Essence. It is understood and agreed between the parties to this Lease that time is of the essence of all the terms, provisions, covenants and conditions of this Lease. Section 1218 Relationship of parties. Nothing contained in this Lease shall be deemed or construed by City and/or CenTrust or by any third party to create the relationship of principal and agent or of partnership or of joint venture or of any association whatsoever between City and CenTrust, it being expressly understood and agreed that neither the computation of Rent nor any other provisions contained in this Lease nor any act or acts of City or CenTrust shall be deemed to create any relationship between City and CenTrust other than the relationship of City and CenTrust, as Landlord and Tenant respectively. Section 1219 Construction of Agreement. This Lease Agreement shall be construed pursuant to the laws of the State of Florida. 69 135-SA �y 11 .OS /'1 Section 1220 Severability. Should any provisions, paragraphs, sentences, words or phrases contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provisions, paragraphs, sentences, words or phases shall be deemed modified to the extent necessary in order to conform with such laws, then same shall be deemed severable, and in this Agreement shall remain unmodified and in full force and effect. Section 1221 Unresolved Matters. The City and CenTrust acknowledge that there are certain disputes, disagreements, pending and current litigation and unresolved matters between them. Neither anything in this Lease nor the _ execution of this Lease shall be construed by either party nor any third party to prejudice the rights or obligations of either party nor to enhance the rights or obligations of either party or any third party, in any way, in regard to any matters, except to create the relationship of landlord and tenant, with the obligations of such relationship, as more specifically described in this Lease. 70 85—S�0f IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by the respective officials thereunto duly authorized, this the day and year first above written. ATTEST: RALPH G. ONGIE City Clerk ATTEST: Corporate Secretary APPROVED AS TO INSURANCE REQUIREMENTS: Division of Risk Management CITY OF MIAMI, FLORIDA Sergio Pereira City Manager CENTRUST ALT AND C RUC N COMPANY President (Corporate Seal) APPROVED AS TO FORM AND CORRECTNESS: LUCIA A DOUGHERTY City Attorney 85-81.r, EXHIBIT A PLAN OF RETAIL SPACE, NORTH ARCADE AND SOUTH ARCADE 72 85-82E EXHIBIT B EASEMENTS AND RIGHTS All easements and rights which the City has the power to grant related to the CenTrust Tower for the benefit of the Demised Premises, including: 1) The rights to build and maintain the outside curtain wall surrounding the ground floor of the Parking Garage. 2) Easements through the Parking Garage and other facilities for the installation of utilities, including telephone, in the Retail Area and Arcades. Such easements and rights may be more fully described and defined, upon request by either CenTrust or the City, and executed in recordable form upon approval of the City Manager and CenTrust, which consent shall not be unreasonably delayed or denied. 73 3 85-82L EXHIBIT C DESCRIPTION OF LAND That certain parcel of land as described in the "Plat of World Trade Center" as prepared by the Department of Public Works, City of Miami, Florida, filed for record June 20, 1980 in Book 115 of Plats at Page 41 of the Public Records of Dade County, Florida. 74 f 85-826 EXHIBIT D EXISTING CITY IMPROVEMENTS All existing improvements to the Retail Space and Public Arcades together with all improvements to be made pursuant to the working drawings (i.e. plans) and specifications applicable to the Retail Space and Public Arcades in the Convention Center Parking Garage (a.k.a. Miami World Trade Center Parkinq Garage) prepared by I.M. Pei & Partners and Ferendina/Grafton/Spillis/Candela, Associated Architects et al, under the TurnKey Design and Development Contract between the City of Miami and Miami Center Associates Inc. dated May 20, 1980 and to include Change Orders No. 1 through No. 8 and No. 10 through No. 14. �5•-8oLd EXHIBIT E CENTRUST IMPROVEMENTS: PLANS AND SPECIFICATIONS As per the plans and specifications called for in Article IV hereof, for the Demised Premises and South Arcade. 48021 031485/3/DG 85-82 11 0 To. Honorable Mayor and Members olff: the City Commission CITY OF MIAMI. FWRIOA INTER -OFFICE MEMORANDUM FROM: Sergio Pereira / City Manager a DATE: J 0 L 1 J W- r14E: SUBJECT: CenTrust Lease Miami Convention Center Parking Garage REFERENCES: ENCLOSURES: It is recommended that the City Commission adopt a resolution authorizing the City 1'1G114acjCL {.V C111.CL ili1.V a JJI=CLC= 4774 in the form attached hereto, with CenTrust Realty and Construction Company for the around floor retail space in the Miami Convention Center Parking Garage, located on a site bounded by Southeast Second Street, Southeast First Avenue, Downtown Distributor I-95 (S.R.D. 854) and Hall -Belcher Tract (Howard Johnson's Inc. Property). The City of Miami Charter, Section 53(d), "Sales and Leases of Real Property" provides for the disposition of real property owned by the City and requires competitive bidding procedures to be followed. The City of Miami Code, Article V, Sale of Realty, Section 18-78, "Methods and Procedures for Sales and Leases" of realty sets forth the principles for competitive bidding. By Resolution No. 85-98, February 14, 1985 the City Commission authorized the issuance of a Request For Proposals (RFP) for the lease of the ground floor retail space in the Miami Convention Center Parking Garage. 42 In conformity to Section 18-78.1, "Competitive Sealed Bidding", Article V, Sale of Realty of the City of Miami Code, advertisements were placed for three consecutive days in the Miami News, the Diario Las Americas, the Miami Review and the Miami Times notifying t e p lic of this competition and instructing that sea a bids were to be submitted to the Office of the City Clerk on or before 2:00 p.m., March 15, 1985. The sole bid received in response to this RFP was submitted by CenTrust Realty and Construction Company (CenTrust). This proposal was responsible and responsive to the Request For Proposals issued =ebruary 14, 1985. The dollar comoersation of -eyed in this U 0 i Honorable Mayor and Members of the City Commission proposal for the Miami Convention Center is $17.50 per square foot of retail space. At approximately 18,700 square feet of retail space, the total annual compensation will be $327,250. In addition, this base rent will be adjusted annually based on 70% of the Consumer Price Index for "all items" in the United States. By Resolution No. 85-475, May 9, 1985 the City Commission authorized the acceptance of the lease proposal from CenTrust to lease the ground floor retail space in the Miami Convention Center Parking Garage. This resolution also authorized the City :tanager to negotiate a lease agreement with CenTrust and to present the negotiated lease agreement to the City Commission as soon as practicable. The Department of Off -Street Parking, the Law Department, the Offices of Conferences, Conventions and Auditoriums, the Special Task Force Division of the City Manager's Office, and the Property & Lease Management Division of the Finance Department have reviewed and negotiated with CenTrust the Lease Agreement for the ground floor retail space in the Miami Convention Center Parking Garage as authorized by Resolution No. 55-475. Recommendation The Property and Lease Management Division of the Finance Department recommends that the City Manager be authorized to enter into a lease agreement in the form attached hereto, with CenTrust, for the following reasons: 1. The Ground Floor Retail Space Lease Agreement is independent of the Air Rights Lease Agreement of July 1, 1980. The Ground Floor Retail Space Lease Agreement is compatible with the Air Rights Lease and the renewable terms are concurrent. 2. CenTrust is required to spend at least $800,000 in improvements to finish the public arcades including the aluminum and glass entrances and fronts for both the interior and exterior, in addition to the costs related to the retail space. All these improvements are at no cost to the City whatsoever. THie :forth Arcade will be fully air conditioned at the expense of CenTrust. 3. The Base Rent of $17.50 per square foot of leasable space is a fair return to the City, based on the following facts: A. The return to the City is based on square feet of leasable retail space. This approach is considered a Net Lease and is generally so defined when all the expenses are incurred by the tenant. A Net Lease compares to a Percentage of Gross Receipts Lease in that the City receives its return without incurring - 2- I S5-~S2b 0 N Honorable Mayor and Members of the Cit_v Commission any operational costs but differs from it in that volume of sales, vis a vis gross receipts, is not reflected in the return to the City. A Full Service Lease, similarly to a Net Lease is based on square feet, but costs are incurred by the Landlord. The Net Lease with CenTrust means specifically the following for the City: a. The City will not incur any cost for capital improvements and finishes to the public Arcades or the Retail Space. b. The City will not incur any costs due to normal and ordinary custodial and janitorial services. Rental payments to the City may be offset due to costs from extra ordinary custodial and janitorial services only if approved in advance by the City. c. The City will not incur any costs for repairs and replacement to the Retail Space or to the North Arcade throughout the entire term of the Lease Agreement. d. The City will not incur any expenses for the marketing of leasable retail space. e. The City will not lose revenues due to vacancy rates, but will be paid for the total leasable retail space, regardless of occupancy. B. In the Retail Trade Survey-1982 of Miami: Central Business District produced by the Downtown Development Authority, the average rent per square foot in the Central Business District (CBDI is $25 with a range of $3 to $100. This average and range mixed full service and net leases. In comparing the first year Net Lease rent of $17.50 per square foot with comparable rents in the survey, the City will receive a much better than average return since there are no expenses whatsoever to the City for ordinary custodial services, maintenance, and repairs. 4. The Rent Commencement Date will be a specific date, November 3o, 1986, allowing no room or controversy as to when the first monthly payment ;s due. Honorable Mayor and Members of the City Commission 5. Consumer Price Index (C.P.I.) adjustments to the Base Rent will commence on the second full calendar year after the Rent Commencement Date, calculated using the same formula as that of the Air Rights Lease. The formula to be applied at the end of each fiscal year for the preceding year during the entire length of the Lease Agreement incorporates the Consumer Price Index for "all items" for the United States as promulgated by the Bureau of Labor Statistics for the United States Department of Labor, using the year 1967 as a base of 100 and adjusted the base year of December 31, 1986. 6. Rent will be paid to the City on a monthly basis. 7. The Rent will be paid on the measured amount of Retail Space after construction and the area will be adjusted if more space is used such as for automatic teller machines in the Arcade. S. The projected rental income of $327,250/year is greater than the projected Air Rights income of $300,000/year (after the first 5 years without CPI adjustment). 9. This Lease is compatible with the Air Rights Lease for the WTC Office Tower; expiration of the initial term and renewal dates are the same. Ss---826.