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HomeMy WebLinkAboutR-84-11525 ti J-84-806 09/6/84 ,5 :� RESOLUTION NO. 84""1152 A RESOLUTION AUTHORIZING THE CITY MANAGER TO+ EXECUTE A LEASE AGREEMENT, IN A FORM ACCEPT- ABLE TO THE CITY ATTORNEY, WITH THE COCONUT GROVE BANK FOR A TERM OF THREE (3) YEARS WITH A LEASE RENEWAL OPTION FOR TWO (2) YEARS FOR OFFICE SPACE IN THE COCONUT GROVE BANK `< BUILDING FOR THE OFFICE OF THE CITY MANAGER SPECIAL PROJECTS TASK FORCE; ALLOCATING FUNDS THEREFOR FROM DEPARTMENTALLY BUDGETED FUNDS. A WHEREAS, the Office of the City Manager's Special Projects Task Force is in need of office space; and WHEREAS, the City Manager and the Office of the City Manager's Special Projects Task Force has surveyed available office space with the priority of proximity to City Hall; and WHEREAS, the recommended office space is in good proximity, competitively priced in the available local market and is the most advantageous to the City; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The City Manager is hereby authorized to execute a lease agreement, in a form acceptable to the City Attorney, with the Coconut Grove Bank in the proposed amount of $50,043.00 annually for three years, and a two year lease renewal option at a rate to be negotiated when option is exercised for the Office of the City Manager Special Projects Task Force. Section 2. Funds to cover the cost of the Lease Agree- ment are hereby allocated from departmentally budgeted funds. PASSED AND ADOPTED this _ 10th day of October , 1984. ATTEST: Maurice A. Ferre MAURTEN A. MAYOR MMPW G. ONGIE ,::fITY CLERK OCT 0 +u�uacs.. APPROVE AS TO ND CORRECTNESS: LU A A. D GHERTy CITY ATTORNEY GMM/WPc/pb/305 CITY OF MIAMI. FLORIOA. 59 INTIM-01*IC:E MEMORANDUM to. honorable Mayor and DAY& Sept. 8, 1984 Members of the City Commission SUBJECT: Special Projects Task Force 1 ""OMr tt- Howard V. Gary `� RcrcRCHca� City Manager 04CLosuRcst Effective as of this date, a Special Projects Task Force is being created as a division of the Office of the City Manager. It will be `M primarily responsible for Development Implementation, Project Manage - went, and Construction Administration of major development projects initiated by the City Commission, Administration and Departments. The Task Force will also evaluate and recommend priorities for major capital improvement projects, and provide direct staff review, evalu- ation and coordination. Under the leadership of John Gilchrist, Assistant to the City Mana- ger, initial key staff will include Allan Poms, Assistant to the City Manager; Juanita Shearer, Landscape Architecti and Arleen Weintraub, Planner. Members of the Task Force are already involved in several projects including Watson Island; Bayside Specialty Center; Miami Convention Center; The World Trade Center; Bayfront Park Redevelop- ment and the_adaptive reuse of Fire Station Number Four. In addition to these, they will be working on the FEC/Bicentennial Property Development; Virginia Key; the City Administration Building, Phase II, and Facility Expansion and Remodeling of the Miami Police Depart- ment headquarters and Full Service Police Sub -stations in Liberty City and Little Havana. Other major capital projects will be includ- ed as they arise, however Street Improvements, Lighting, Sanitary"and Storm Sewers, and other Public Utility Projects, as well as Bidding, Construction Contract Management and Inspection of projects will remain the primary responsibility of the Department of Public Works. The involvement of the Special Projects Task Force in capital pro- jects will vary from providing guidance and assistance to the opera- tional department, to complete responsibility. They will seek the cooperation of all City departments and agencies, and draw upon the " experience and expertise of City Staff. As a division of the Office K of the City Manager, the Special Projects Task Force will ropoct ; directly to me. Pending City Commission action, the Special Projects Task Force will be located at the Coconut Grove Bank Building, 2701 t South Bayshore Drive. 71, qXr ot r7, i CITY OF MIAMI, FLORIDA �1081W INTSM-O PICt MEMORANDUM to; Howard V . Gary City Manager DAT91 September 7, 1984 P,«1 suniewn Office Lease for Manager's Task Force mcm: John E. Gilchrist mcnatmecst For City Commission Meeting Assistant City Mans me.September 13, 1984 = EMCLOSUllcat It is recommended that the City Commission approve the attached resolution authorizing the Cit Manager to execute a lease agree- ment, in a form acceptable to Ebe City Attorney,, with the Coconut Grove Bank for a term of three Xears w th a renews o�tio�n for two Yearn for office space in tie ---- Cos n t Grove Bank Buu ldinc for the office - or the city manager S eclal• Pro ects Task Forceallocating funds therefor from epart- me�ly budgeted funds. Attached is a memo establishing the Special Projects Task Force as a division of the City Manager's Office to implement major develop- ment projects such as the Bayside Specialty Center, Watson Island and Bayfront Park Redevelopment. The Task Force has surveyed available office space, with the priority of proximity to City Hall in order to maintain convenient access to the City Manager and staff. We have found.the recommended lease space to be both a good location and competitively priced in the available local market. It is recommended that the City Commission approve the attached resolution authorizing the City Manager to execute the attached` lease agreement. JEG/cq Enclosure nf� COCONUT GROVE BANK , BUILDING LEASE AGREEMENT THIS AGREEMENT, entered into this 2.th day of LANDLORD August 1984 ,, A.D., between COCONUT GROVE BANK, a Florida Banking Corporation, hereinafter referred to as "Landlord", and CITY OF MIAMI, FLORIDA, A MUNICIPAL CORP. TENANT hereinafter referred to as "Tenant". W I T N E S S E T H: THAT THE Landlord does this day lease unto Tenant that - PREMISES_ certain space (approximately 2,383 square feet), as shown outlined on the plan attached hereto as Schedule "A" on the Fourth (4th) floor of the building, hereinafter referred to as "Building", known as COCONUT GROVE BANK BUILDING located at 2701 South Bayshore Drive, Miami, Dade -County, Florida, to be used and occupied by tenant as Business Offices and for no other purposes or uses whatsoever. TERM TO HAVE AND TO HOLD said premises for the term of Three (3) years, beginning November 1, 1984 and ending October 31, 1987 at and for the agreed total base rental BASE RENTAL of FIFTY THOUSAND FORTY THREE AND NO/100 Dollars ($50,043.00), payable as follows: Equal monthly payments of FOUR THOUSAND ONE HUNDRED SEVENTY AND 25/100 Dollars ($4,170.25), and additional:°= rent as as provided herein, if any. All payments are to be.zade.An legal tender of the United States of America to COCOSUT GROVIS , ,< on the first day of each and every month in advance without-d4aand.:"' M r .Y !�S month in advance without demand at "Building" Manager's off ice, 2701 South Bayshore Drive, Miami, Dade County, Florida, or such other place as Landlord may designate in writing, the first such monthly rental payment to be made simultaneously with the execution of this lease. IT IS FURTHER STIPULATED AND COVENANTED BY AND BETSIIEEN THE PARTIES HERETO AS FOLLOWS: COMMENCE- The lease period shall begin when improvements for Tenant, in MENIT accordance with specifications agreed upon in writing by Land- lord and Tenant, which are the responsibility of the Landlord, are complete and the offices ready for occupancy. Rent pay- ments shall not be delayed due to the fault of the Tenant or failure to complete improvements ordered by the. Tenant for its own use. If the term of this lease shall begin during a calen- dar z,.onth, then in order that the rent may be placed on a calen- dar month basis, the rent for such portion of the particular calendar month at the beginning of the term shall be apportioned and paid on the basis of a month of thirty (30) days. Any credit due Tenant as a result of such apportionment and its payment of th= first monthly payment shall.. be credited againstthe 'second monthly payment. 3ECLTRITY Tenant, concurrently with the execution of this lease, has dgasited with the Landlord, unless otherwise expressly stated herein, a sum equal to one monthly rental payment exclusive of sales tax,- the receipt of which is hereby acknowledged by Land- lord, which sum shall be retained by Landlord as security for the payment by Tenant of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant of the tertas and convenants of this lease." It is agreed that Landlord, at Landlord's option, .may at any time apply said sum or any part thereof toward the payment of the rents and all other sums payable by Tenant *under this lease, and towards the performance of each and every Tenant's covenants under this lease, but such covenants and Tenant's liability under this lease shall thereby be discharged only pro tanto: That Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; -.that Landlord may exhaust any or. all rights and remedies against Tenant before resorting to said•sum, but nothing herein contained shall require or be deemed to require Landlord so to do,-, that, should this lease be faithfully performed by Tefiant, this deposit shall be returned by Landlord to Tenant within ten (10) days after the expiration of the term of this lease. Landlord shall not be required to pay Tenant any interest on said security deposit. Landlord shall•not be required to hold said security funds in a segregated account. 3UILDING Building will. be open to the public Monday through Friday of ACCESS each week from 7:00 A.M. until 5:30 P.M.. Entrance will' be available at both the first and second floor levels. The second floor entrance will be open and under the control of a unifo=ed security guard from 5:30 P.M. until midnight, Monday through Friday. Likewise, on Saturdays and Sundayys from 9:00 A.M. until 5:00 P.M. the second floor entrance will be open and under the control of a uniformed security guard. All persons entering the building during the time that the same is under security guard will �2w • IF the log under the s,ervi lion and sign the building while o thp- ecuritficaard All persons leav3s�g d will have the of the security 1 of the security gu the Samoa is under the may arrange- to24pen s � written Tenant may arrang ) to sign out. i�g twenty-four ( to Landlord the At all tiv" off` above hoursthe B ditlg Mar m'� Pay � �e Budldf�� notice to banal security guard service. cost of addi cluding Sundays and Holidays than stated above,electronic surveillance ands �°�, kill.be under Holidays are _may, kid persons. t The aYt ria Day, Fourth of July, New Year Thanksg�- s ��Y ving . of the Tenant to arrange for It shall b. the respo�� tees to be out of the buildinS all of iwplavees b g being Pied under ib�tyaectany Tenant . 'Or to the Landlord shall haves e t e ftt said party Oz °n Tenant's e4 heave � builder Pri. het awes sould fai]. illance is Placed rd fray any claim or suit electronic s d save hcmless LandlO tom iyod in such event. cation passes and Lavd1ord eyes the ri�tit psi building whit e under d _ { the same for,�sessly understood by Tenant that S security guard. It is tided for tine protection of the no b g and/or AM ge 'Ce is prO� Landlord shall have Le Building• disconti•� facilities locatedTit t° prO�-�' such s -� ibi ty Tenant, il:Lty to no respons saw• Tandlord sh tees f �Ss or damage to pex5°01 or 1reits employees and/°fitW.M, or other cause or causes. caused by remises Propertyt, whjJ °CcuPY the premises" Lmaord will finish 1. at those points of SuPP Y Pro SERVICES water --cold and refrigm i ts T ,, electrifies, city fort S vided for g�• laboratory and toilet facilities once BY and office uSe, ° reas je clea�� as above L=WRDself- rbnday th1 FridaYr��atre � order by o Of each dj (provided that the p after 5:30 8:00� available for clewing � 7;00 A.M. and that sate=air �diti oni�ag each day) � �� framt g :00 A.M. to 5 :00 P.M. other hours �•tten SUM. an If �t �ubou ain Shall advance be gives a Te�Laont S• rate Dice testy -fora � be billed for such T�►C W, not to Landlord and Mars C�25.00) per �' t or other Of Twenty tall ��ta#� electricaL7-yam ��•1ted �y used with Imchinery excins ept light conseat of true Lan�°rt byy TT�t first obbdxdxzg theWritten, bei tinned upon payer wtisi chi consent of Lahr d Anyelectri°°�T= jy , of addit t serv3.ae s the t ow with Tenants s other �0 vol �u�e$ � excess of 20 a�Pere-mitten of the Ord instailed without the pr0s, Photo ingWind lop tam rintin8 'p°a�t, �Of water, kh e (th3.s also emu"if wW nt ree=6 of theL lord and Lie'ned upon written consentaccess use. Falb add3.ti rent as coap� n shuor airy atopp Mt;l Qtohre rd to any ext cusses beyond the sr,res resultirS rd amble in �Y as an crtied Ord stall �SCM or propertndar y t a �t daMes o f Tit,c work any aba -evictim 3- 84%wI2: :. yyyye�-' nor relieve Tenant from fulfillment of any covenant or agree- ment hereof. Should any equipment or machinery break down or for any cause cease to function properly, Landlord shall use reasonable diligence to repair the same promptly but Tenant shall have no claim for rebate of rent or damages on account of any interruptions in service occasioned thereby or resulting therefrom. Any charges against Tenant by Landlord for additional ser- vices or work done by order of the Tenant, or otherwise accruing under this lease, shall be considered as rent due and shall be included in any lien for rent. PARKING In addition to the premises described herein the Tenant shall be entitled to the use of parking spaces on the premises (which includes parking area - on 27th Avenue), the location of which shall be assigned by the Landlord. If there are unassigned spaces in the designated employee parking areas,•the same may be used by the Tenant until assigned specifically by the Landlord to another Tenant. Tenant acknowledges that there will be designated an area of visitor parking and agrees not to park in said area so designated or permit any of its employees to park in said area or areas. - Parking in front of the building on the East side and on the - North side of the second level parking area will be limited - to fifteen (15) minutes and/or thirty (30) minutes, as marked. -_ -_ These areas will be patroled and cars subject to violation will be towed away at car owner's or operator's expense. The aforesaid parking is provided for the convenience of Tenants and guests or customers of Tenants and shall be used at the - risk of Tenants, its guests or customers. The Landlord accepts no responsibility for injury, damage or loss of any automobiles, m while in the parking facility provided for the Tenant in connec- tion with the premises. Persons using the parking facility and adjacent area thereto use same at their own risk, and the - Landlord accepts no responsibility whatsoever for any injury to any person in the parking facility or any other part or portion of the premises, office building, or any adjacent area thereto, whether under the control of the Landlord or some third party. The Landlord accepts no responsibility for the - regulation of the parking area nor for persons wijo improperly -- ; park automobiles in spaces assigned to another Tenant or opera - to automobiles in an improper manner. Landlord is under no obligation to provide a parking attendant or doorman, and is - under no obligation to provide security for automobiles parked in the perking facility. ASSIGNMENT Tenant will not assign this lease or allow the some to be OR assigned by operation of law or otherwise, or sublet the: SUBLETTING demised premises, or any part thereof, or use or pet-7dt the same to be used for any other purpose than as above stipulated...= + REPAIRS i Tenant will, at Tenant's own cost and expense, repair or,re- AND place any damage or injury done to the building, or any. part t RE.•ENTRY thereof, caused by Tenant or Tenant's agents, employees, in....."'..".". vitees, or visitors. If Tenant fails to awake much. repairs -or . _�. replacements promptly, or within fifteen (15 )- days of accurrerr��e� . ' Landlord may, at its option, make such repairs or" repi*� nests a , 4 and Tenant shall repay the cost thereof to Landlord on demand. Tenant will not commit or allow any waste or damage to be com- mitted on any portion of the demised premises, and shall, at the termination of this lease, by lapse of time or otherwise, deliver up -said premises to Landlord in as good condition as at date of possession of Tenant, ordinary wear and tear and _ damage by, fire or windstorm alone excepted, and, upon such termination of lease, Landlord shall have the right to re- enter and resume possession of the demised premises. ALTERATIONS Tenant will not make or allow to be made any alterations or ADDITIONS OR physical additions in or to the demised premises without written IMPROVEMENTS consent of Landlord first had and obtained. Any and all such alterations, physical additions or improvements when made to - the demised premises by Tenant shall be at the Tenant's cost and expense. Any and all such alterations, physical additions = or improvements except removable fixtures or furniture of the Tenant shall at once become the property of the Landlord and shall be surrendered to the Landlord upon the termination in - any manner, of this lease. - LA1FUL Tenant will not occupy or use, or permit any portion of the USE AND demised premises to be occupied or used for any business or VIOLATIONS purpose which is unlawful in part or in whole or deemed to be 1?F disreputable in any manner, or extra hazardous, or permit =- ,JSURANCE anything to be done which will in any way increase.the rate -- nVERAGE of insurance .on said building and/or its contents. _ LAWS Tenant will keep and maintain the demised premises in a clean AND and healthful condition and comply with all laws, ordinances, REGULATIONS orders, rules and. regulations (State, Federal, Municipal and - = other agencies or bodies having any jurisdiction tbereof, in- cluding rules, orders and regulations of the Southeastern —= Underwriters Association for the prevention of fires), with reference to use, conditions.or occupancy of the demised pre- mises. . - RULES OF Tenant and Tenant's agents, employees, invitees and visitors, BUILDING will comply fully with all requirements of rules of the building which are attached hereto and made a part hereof as though fully set out herein. Landlord shall at all times - have the right to change such rules and regulations or to. amend them in any reasonable manner as may be deemed advisable - by Landlord for the safety, care and cleanliness of the = demised premises and for preservation of good order therein, all of which changes and amendments will be sent by Landlord <, to Tenant in writing and shall be thereafter carried out and observed by Tenant. ENTRY FOR Tenant will permit Landlord or its officers, agents or rep - REPAIRS AND resentatives the right to enter into and upon any and all INSPECTION parts of the demised premises, at all reasonable hours. to inspect same or clean or make repairs or alterations or additions as Landlord may deem necessary or desirable and Tenant shall not be entitled to any abatement or reduction of rent by reason thereof. NUISANCE Tenant will conduct his business, and control his agents, employees, invitees and visitors in such a manner as not to create any nuisance, or interfere with, annoy, or dis- turb any other Tenant or Landlord in its management of the building. CONDEMNATION In the.event the whole or any part of the building other than a part not interfering with the maintenance or opera- tion thereof shall be taken or condemned for any public or quasi -public use or purpose, the Landlord may at its option terminate this lease from the time title to or right to possession shall vest in or be taken for such public or quasi -public use or purpose, snd the Landlord shall be entitled to any and all income, rent, awards or any interest therein whatsoever which may be paid or made in connection therewith. LOSS OR Landlord shall not be liable or responsible for any loss DAMAGE 6r damage to any property or person occasioned by theft, fire, act of God,.public enemy, injunction, riot, strike, insurrection, war, Court order, requisition or order of governmental body or authority, or other matter beyond the control of Landlord, or for any damage or inconvenience which may arise through repair or alteration of any part of the building or failure to make any such repairs or from any cause whatever unless caused solely by Landlord's negligence. LIEN FOR RENT nsideration of the mutual benefits contrac ant does hereby pledge and all property o now or hereafter demised premises (exce ch part o_f,.& exchanged or replaced of operations), and s in favor of Landl lien of Lan for to be by Tenant d cumulative of arising under t assign up ndlord plat n or upon the property as may be in its ordt.nary course -eby subjected to a lien end shall be and rem ubject to such payment of all teats Sand osums agreed herein. Said liens sllbe in tionthe Landlord's liens ovided by law. ABANDONMENT if the Tenant shall abandon or vacate said premises before the end of the term of this lease, or shall suffer the rent to be in arrears, the Landlord may, at its option, fort nri.th cancel this lease or it may enter said premises as the agent of the Tenant, by force or otherwise, without being liable in any way therefor, and relet the premises with or without any furniture that may be therein, as the agent of the Tenant, at such price and upon such terms and for such duration of time as the.Landlords may determine, and receive the rent therefor, applying the same to the payment of the rent due by these presents, and if the full rental herein provided shall not be realized by Landlord over and above the expenses to Landlord in such reletting, r including but not limited to the cost of renovating, altering and decorating for a new occupant, the said Tenant shall pay any deficiency, and if more than the full rental is realized, Landlord will pay over to said Tenant the excess on demand, or + Landlord may sue the Tenant as each installment of rent matures or for the whole rent when it becomes due. 1)HOLDING In case of holding over by Tenant after expiration or te=ina•• 1 S« OVER tion of this lease, Tenant will pay as liquidated damages. double rent for the entire holdover period. No holding over by Tenant after the term of this lease, either with or without 3> C - `:i i I 1 sip ....._._ ... .......�-:-.-......,..-m.v-.wsF'®a:.xs�.'..r^.�.•:.•,-.^w•*'.1"+4. �a+Rr�%.=APT ®'.lut5i^'J it•:i..Pn."'+.::T« ..s.: .-� ::....`- consent and acquiescence of Landlord, shall operate to extend the lease for a longer period than one month; and any holding over with the consent of Landlord in writing shall thereafter constitute this lease a lease from month to month. FIRE In the event of damage by fire or other causes resulting from fault CLAUSE or negligence of Tenant or Tenant's agents, employees, invitees or visitors, -the same shall be repaired by and at the expense of Tenant under the direction Ad supervision of Landlord. If the demised premises, without fault or neglect of Tenant, his agents, employees, invitees, or visitors, shall be partially destroyed by fire or other casualty so as to render the premises untenantable, the rental herein recited shall cease thereafter until such time as the demised premises are made • tenantable *by Landlord.;* In case of the • total destrecti on of the demised premises without fault or neglect of Tenant, his agents, employees, invitees or visitors, or if from such cause the same shall be so damaged that Landlord shall decide not to rebuild, then all rental due up to the time of such destruction or termination shall be paid by Tenant, and thenceforth this lease shall cease and come to an end. In the event of damage to the Demised Premises by fire or other causes if the Demised Premises cannot be restored within 120 days from the = date of such damage, Tenant, at Tenant's election, say terminate this Lease and the rent shall be paid only to the date when such damage occurred. ATTORNEY'S In case Tenant makes•default in the performance of any.af the terms, FEES covenants, agreements or conditions contained in this lease, the Land- lord places the enforcement of this lease, or any part thereof, or the collection of any rent due, or to become due hereunder, or recovery of the possession of thi demised premises in the hands of an attorney, or files suit upon the same, Tenant agrees to pay Landlord reasonable - attorney's fees and Court costs, provided Landlord prevails; however, if Tenant prevails, Landlord shall pay Tenant's reasonable attorney's fees and Court costs. INDEMNITY The Tenant will indemnify and hold harmless the landlord against all LIABILITY liabilities, damages, and other expenses, including reasonable attorney's fees, which may be imposed upon, incurred by, or asserted against the Landlord by reason of any of the following occurring during the term of this lease: (a) Any use or occupancy of the leased prnnerty by Tenant: lbl Any negligence on the part of the Tenant or its agents, contractors, licensees, (c) Any personal injury or property damage occurring on or about the leased property. Landlord shall not be liable to Tenant for any damage, loss or injuries to persons or property of the Tenant which may be caused by the acts or negligence of any person or corporation, except such injury or toss resulting from negligence of the Landlord, its agents or employees. LIENS Tenant shall have no authority to create any liens fdr labor or materials' on landlord's interest in building owned by Landlord and all persons contracting with Tenant for labor, materials and/or supplies or the doing of work shall look solely to Tenant and Tenant's interest under :T this lease and said persons are hereby charged with notice that they must look solely to Tenant's �m•�+�ae�� _ _ .. In 3Fz1!sY!".�'.'zYF,:"."� ._ ��Pkr, W�+.i6+�v;�..�.r. ... �:._�_... - i interest in the demised premises. in the event any such lien is filed against the property of the Landlord, Tenant shall forthwith discharge the same; if not discharged by Tenant within thirty (30) days after the filing of said lien, either by a satisfaction thereof or by the posting of a bond, Tenant's failure so to do shall constitute a default under the terms of this lease. Tenant further agrees and will hold harmless Land- lord from all costs, including bond premiums and attorney's fees and/or other charges and expenses reasonably incurred by Landlord in connection with the discharge of any such lien or any judgment obtained thereon. Any such expenses incurred by Landlord shall be considered as rent due and payable on demand of Landlord. CERTIFICATE -Upon the request of Landlord, its mortgagee, prospective pur- chaser or any Federal or State Bank Examiner, Tenant shall furnish a Certificate in writing to the effect that its lease • is in full force and effect and that Landlord is not in default, or specifically state any exceptions thereto. Failure to give such Certificate within two weeks after written request shall be conclusive evidence that the lease is in full force and effect and Landlord is not in default. Tenant shall thereafter be estopped from asserting any such defaults as of the date of said request. DEFAULT Tenant agrees to pay promptly said rent and all other charges By that accrue under this lease. In the event that Tenant should TENANT be in default thereof for a period of seven (7) days after the same shall .become due and payable, Landlord shall have the option of: (1) Terminating this lease and resuming possession of the pr;Mi.ses for its own account and recovering from Tenant the damage between the rent specified in this lease and the rental value thereof for the balance of the term, reduced to its present worth; (2) Or, enter the premises as agent of Tenant. and rent the same for the remainder of the term for the account of Tenant and recovery from Tenant either at the and of the term or as each payment becomes due, as Landlord may choose, the difference between the rent called for in this lease and the rent. received on re -renting. Default on Tenant's part in keeping or performing any other,' term, covenant, or condition of this lease, shall authorize Landlord, at its option at any time after such default, and - after ten (10) days' written notice thereof to ;Tenant, immediately, or at any time thereafter, to re-enter said premises and remove all persons therefrom with or without legal process, .and without prejudice to any of its other legal rights, and all claims for damages by reason of such re-entry are expressly waived, ? as also are all claims for damages by reason of any distress warrants or proceedings by way of sequestration which Landlord may employ to recover said rents, or possession of said premises, and Land- . lord shall have the options set forth in the preceding paragraph pertaining to a default in payment of rents, provided that t Lalc:- lord shall not have the right to re-enter if, v4thin ten (10) .. : days after written notice of any default, Tenant fully cures all def cults. .1T� Failure of Landlord to declare any default immediately upon occurrence thereof or delay in taking action in correction ..g., k t therewith shall not waive such default, but Landlord shall have the right to declare any such default at any time and take such action as might be lawful or authorized hereunder, either in law or in equity. E)OSSESSION If, for any reason, the demised premises shall not be ready for occupancy by Tenant at the time of commencement of this lease, this lease shall not be affected thereby, nor shall Tenant have ' any claim against Landlord by reason thereof, but no rent shall be payable for the period during which the premises shall not be ready for occupancy; and all claims for damages arising out of such delay are hereby waived and released by Tenant. BANKRUPTCY If voluntary bankruptcy proceedings be instituted by Tenant, or if proceedings be instituted by any one else to adjudge Tenant a bankrupt, of if Tenant makes an assignment for the benefit of his creditors or if execution be issued against him, or if the interest of Tenant in this contract passes by operation of law to any person other than Tenant, this lease may, at the option of Landlord, be terminated by written notice addressed to Tenant and mailed in the post, office at Miami, Florida. TRANSFER Landlord shall have the right to transfer and assign, in whole OF LAND- 'or in part, all and every feature of its rights and obligations WRDIS hereunder and in building and property referred. to herein. Such LIGHTS transfers or assignments may be made either to a corporation, trust company, individual or group of individuals, and, howsoever made, are to be in all things respected and recognized by Tenant. AMND- This agreement may not be altered, changed, or amended, except 14ENT OF by an instrument in writing, signed by both parties hereto. •LEASE - w SUBORDINA- This lease is hereby made expressly subject and subordinate at TION all times to any and all mortgages, deeds of trust, ground or underlying leases affecting the demised premises which bave.been executed and delivered, or which may at any time hereafter be executed and delivered, and any and all extensions and renewals thereof and substitutions therefor, and to any and all advances made or to be made under or upon said mortgages, deeds of trust, ground or underlying leases. Tenant agrees to e:Cecute any in- strument or instruments which the Landlord may deem necessary or desirable to effect the subordination of this lease to any or all such mortgages, deeds of trust, ground or underlying leases and, in the event the Tenant shall refuse after reasonable notice to execute such instrument or instruments, the Landlord amy. in addition to any right or remedy accruing hereunder, terminate this lease without incurring any liability whatever, and t'he estate hereby granted is expressly limited accordingly. TIME OF It is understood and agreed between the parties hereto that time HE is of the essence of this contract, and this applies to all t$rtC�l1 ASSENCE__ and conditions contained herein. 9 - 0.1 Ir a PEACEFUL Tenant shall and may peaceably have, hold and enjoy the demised ENJOY- premises subject to the other terms hereof and provided Tenant MENT pays the rentals herein recited and performs all of his covenants and agreements herein contained. NO REP- Landlord or its agents have made no representations or promises RESENTA- with respect to the said building, the land upon which it is erected TIONS or demised premises except as herein expressly set forth and no BY rights, easements or licenses are acquired by Tenant by implication LANDLORD or otherwise except as expressly set forth in the provisions of this lease. The taking possession of the demised premises by Tenant shall be conclusive evidence, as against Tenant, that Tenant accepts ' same "as is" and that said premises and the building of which the .same form a part were in good and satisfactory condition at the time such possession was so taken. SURREN- Tenant shall surrender to Landlord, at termination of this lease DER OF and/or upon any cancellation of this lease, said demised premises. PREMISES In the event the Tenant should fail to surrender said premises upon termination of this lease, Tenant will pay to Landlord any damages that Landlord might incur on account of Tenant's failure to deliver possession of the demised premises to Landlord and will indemnify and hold harmless Landlord from any and all claims made by any succeeding Tenant of said premises on account of delay of Landlord in delivering premises to said succeeding Tenant, to the extent such delay is occasioned by Tenant's failure to surren- der said premises. This right of Landlord against Tenant is in addition to the Holdover provisions hereinbefore set forth in this lease. If Tenant should fail to remove all of its personal property upon termination of lease, Landlord may, at -its option, remove same in any manner the Landlord shall choose and store such effects without liability to the Tenant for loss, and the Tenant agrees . to pay to the Landlord on demand, all expenses incurred in such . removal, including Court costs and attorney's fees, or the Land- lord may, at its option,,. without notice, sell such effects cr any part, at private sale without legal process for such price as the Landlord may obtain and apply the proceeds of such sale or any amounts due Onder this lease from the Tenant to the Landlord and on the expense incident to the removal and sale of said effects. CAPTIONS The Captions are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of this lease nor the intent of any provision thbreof. HEIRS The covenants, conditions and agreements contained in this lease AND shall bind and inure to the benefit of Landlord and Tenant and ASSIGNS_ their respective heirs, distributees, executors, administrators, successors, and, except as otherwise provided in this lease, their assigns. NO Tenant warrants and represents that it dealt with no Real BROKER Broker in'the negotiation of this lease and Landlord, in this lease, is relying upon such representation. - 10 .. 'C' and no one of them shall he deemed to he exclusive of the otho or of such other rights, -remedies, oowers, options of elections as are now, or may hereafter be, conferred upon Landlord by law. PRONOUNS The terms Landlord and Tenant, as herein contained, shall inclu AND GENDER singular and/or plural, masculine, feminine, and/or neuter, heirs, successors, executors, administrators, personal representatives and/or assigns whereever the context so requitel or admits and use of and neuter ;ender includes all genders, wherever the context so requires. RELOCATION Landlord shall have the sole right to relocate any Tenant, havit OF TENANT one thousand square feet or•less, to comparable space in the Building, upon riving the Tenant.ninety days prior written notice. ADDITIONAL. In the event that the cost'to the*Lessor for the Operating RENT AND Expenses'(as hereinafter defined) of the building, during any REAL ESTATE calendar.year of the lease term subsequent to the base Year TAXES •-• (which the parties hereto agree shall be the calendar year) sha exceed the cost to the Lessor for the Operating Expenses of the building during the base year then Lessee shall pay to Lessor a additional rent Lessee's or000ctionate share of the increase in such costs, if any, for each calendar veer. The proportionate share to be paid hy'the Lessee shall he the percentage which th Net Rentable Area then leased by the Lessee iri the building bea to the total Net Rentable Area contained in the building. The amount of: such additional rent, if any, shall be determined in accordance with the following, formula: net rentable square feet of leased oremises divided by total net rentable square Reel multiplied by any increase iri Operating, Expenses over the Operating Expenses of the base year equals additional rent due from Lessee, except that such additional rent shall be ocorated` for any partial calendar year following the commencement of the lease term. Prior to approximately December 1st of each calendar vear, Lessof will reasonably estimate the annual Operating Expenses as define hereinafter for the next calendar year. Commencing each Januaryi 1st, Lessee agrees to pay to Lessor in advance on a monthly basip as additional rent one -twelfth of the estimated increase in "Operating Expenses "over the "Operating Expenses" for the calendar base year., By approximately May 1st of each calendar year,'Lessor will provide Lessee with a comparative statement showing the actual "Operating Expenses" incurred during the vase year and those incurred during the preceding calendar year. Within thirty days after the delivery by Lessor to Lessee of such comparative statement, Lessee shall pay to Lessor the amount by which the actual "Operating Expense" adjustment exceeds the amount paid bar;- Lessee during the previous calendar year or Lessor shall credit:; to Lessee's next due rent payment or payments the amount by whiId the estimated "Operating Expenses" paid by,Lessee exceeded the actual "Operating Expenses" incurred during the previous calendz year. It is understood .and aizreed that in no event shall Lessor'H right to collect such sums as may be due from Lassa#4 under this paragrnph be affected by late delivery by Lesaor'to Lessee of billings, comparative statements, etc. OPTION CLAUSE It being agreed that Tenant has the option to renew this lease for an additional two (2) years and will notify the Landlord sixty (60) days before lease expires. It is understood that the annual rental for the two (2) year option period will be negotiated during the sixty (60) day notice period. It is further understood that if Tenant fails to exercise the additional two (2) year option, Tenant will pay to Landlord $9,500.00 to reimburse Landlord for the original cost of renovating the 2,383 square feet of space. CONSTRUCTION CLAUSE It being agreed by both parties, that Landlord will spend $10.00 per square foot or up to $24,000.00 to remodel Suite 401 - 2,383 square feet, any additional construction cost will be paid for by Tenant. SHOWING At any time, within thirty days before the expiration of this PREMISES lease, Landlord or its agents shall have the right to enter the premises during reasonable hours to exhibit said premises to prospective tenants. IN WITNESS WHEREOF , Landlord and Tenant have respectively signed and sealed this lease as of the day and year first above written. COCONUT GROVE BANK, Landlord By; (SE (Witnesses as to Landlord) (Witnesses as to Tenant) By: - - (Si 84owlIS2 COCONUT GROVE BANK BUILDING 2701 South Bayshore' Drive Miami, Florida RULES AND REGULATIONS 1. Tenant will refer all contractors, contractors' repre- sentatives and installation technicians rendering any service for Tenant to Landlord for Landlord's supervision and/or approval before performance of any such contractual services. This shall apply to all work performed in the building including, but not limited to, installation of telephones, telegraph equipment, electrical devices and attachments, and installations of any and every nature affecting floors, walls, woodwork, trim, windows, ceilings, equipment or any other physical portion of the building. None of this work willbe done by Tenant without Landlord's written approval first had and obtained. 2. The work of the janitor or cleaning personnel shall not be hindered by Tenant after 5:30 P. M. and such work may be done at any time when the offices are vacant. The windows, doors, and fixtures may be cleaned at any time. Tenant shall provide ade- quate waste and rubbish receptacles, cabinets, bookcases, map cases, etc., necessary to prevent unreasonable hardship to Land- lord in discharging its obligation regarding cleaning services. 3. Movement in or out of the building of furniture or office equipment, or dispatch or receipt by Tenant of any merchandise or materials which requires the use of elevators or stairways, or move- ment through the building entrances or lobby shall be restricted to the hours designated by Landlord from time to time. All such move- ment shall be as directed by Landlord and in a manner to be agreed upon between Tenant and Landlord by prearrangement before perfor- mance. Such prearrangement initiated by Tenant shall include determination by Landlord and subject to its decision and control of the time, method, and routing of movement, limitations imposed by safety or other concerns which may prohibit any article, equip- ment, or any other item from being brought into the building. Tenant expressly assumes all risk of damage to any and all articles so moved, as well as injury to any person or persons or the public engaged or not engaged in such movement, including equipment, property, and personnel of Landlord if damaged or injured as a result of any acts in connection with carrying out this service for Tenant from the time of entering property to completion of the work; and Landlord shall not be liable for the act or acts of any person or persons so engaged in, or any damage or loss to any property or persons resulting directly or indirectly from any act in connection with such service performed by or for Tenant. 4. No sign or signs will be allowed in any form on the exterior of the building or on any window or windows inside or outside of the building and no sign or signs, except in uniform location and uniform style fixed by Landlord, will be permitted in the public corridors or on corridor doors or entrance to Tenant's space. All signs will be contracted for by Landlord for Tenant at the rate fixed by Landlord from time to time, and Tenant will be billed i 04 ` and pay for such service accordingly. Written consent from Landlord is an absolute prerequisite for any such sign or . 3 signs any Tenant may be so permitted to use. 5. Tenant shall not place, install or operate on the demised premises or•in any part of the building, any engine, stove, or machinery, or conduct mechanical operations or cook thereon or therein, or place or use in or about the demised premises any explosives, gasoline, kerosene, oil, acids, caustics, or any other inf laminable, explosive, or hazardous material without the ° written consent of Landlord first had and obtained. 6. Landlord will not be responsible for any lost or stolen personal property, equipment, money or jewelry from Tenant's area or public rooms regardless of whether such loss occurs when'the area is locked against entry or not. 7. No birds, animals, bicycles or vehicles shall be brought Y into or kept in or about the building. S. Landlord may permit entrance to Tenant's offices by use of pass keys controlled by Landlord or employees, contractors t or service personnel, supervised or employed by Landlord. 1 ' 9. None of the entries, passages, doors, elevators, elevator doors, hallways, or stairways shall be blocked or obstructed or any rubbish, litter, trash, or material of any nature placed, emptied or thrown into these areas, or such areas be used at any -a time except for access or egress by Tenant, Tenant's agents, �))) employees, or invitees. f i `* 10. Landlord shall have the right to determine and prescribe the weight and proper position of any unusually heavy equipment including safes, large files, etc. that are to be placed in the t building, and only those which in the opinion of the Landlord will f not do damage to the floors, structure and/or elevators may be moved into said building. Any damage occasioned*in connection with the • moving or installing of such aforementioned articles in said ' building or the existence of same in said building shall be paid for by Tenant. Landlord desires to maintain high standards of i environment, comfort and convenience for its Tenants. It will be appreciated if any undesirable conditions or lack of courtesy or attention by its employees is reported directly to Landlord. 11. The sidewalks, entrances, passages, courts, elevators, vestibules, stairways, corridors, or halls shall not be obstructed or encumbered by any Tenant or used for any purpose other than ingress and egress to and from the demised premises. 12. No awnings or other projections shall be attached to the outside walls of the Building without the prior written con- sent of the Landlord. No curtain, blinds, shades or screens shall be attached to or hung in or used in connection with, any window or door of the demised premises, without the prior written consent of the Landlord. 13. The utility sinks, wash closets, water fountains, and !; other plumbing fixtures shall not be used for any purposes other tha those for which they were constructed, and no sweepings, rubbish, e. rags, or other substances shall be thrown therein. All damages resulting from any misuse of the fixtures shall be borne by the z' Tenant who, or whose servants, employees, agents, visitors, or licensees shall have caused the same. s i i �• AA I i I P /A 14. No Tenant shall mark, paint, drill into, or in any way deface any part of the demised premises or the building of which they form a part. No boring, cutting, or stringing of wires shall be permitted, except with the prior written consent of the Landlord, and as it may direct. Bottles, parcels or other articles shall not be placed on the window sills. 15. No Tenant shall make, or permit to be made, any un- seemly or disturbing noises or disturb or interfere with occupants of this or neighboring buildings or premises or those having business with them, whether by the use of any musical instrument, radio, talking machine, unmusical noise, whistling, singing, or in any other way. No Tenant shall throw anything out of the doors, windows, or skylights, or down the passageways. 15. No additional locks or bolts of any kind shall be placed upon any doors or windows by any Tenant nor shall any changes be made is existing locks or the mechanism thereof. Each Tenant must, upon the termination of his tenancy, restore to the Landlord all keys of offices and restrooms, either furnished to, or other- wise p_ocured by, such Tenant, and in the event of the loss of any keys so furnished, such Tenant shall pay to the Landlord the cost thereon. The Landlord may retain a pass key to the leased premises and muS= be allowed admittance thereto at all reasonable times to enable its representative to examine the said premises. i7. The premises shall not be used for gambling, lodging or sleeping or for any imnoral or illegal purposes. 18. Canvassing, soliciting, and peddling in the building are prohibited and each Tenant shall cooperate to prevent the same. 19. No* Tenant, nor any of the Tenant's servants, employees, agents, visitors, or licensees, shall at any time operate vending machines dispensing food, cigarets, or other merchandise without the expressed permission of the Landlord. No sale or sales, retail or wholesale, of merchandise or other personal property shall be made by Tenant. 20. Tenant shall have use of mail chutes installed in the building without charge; however, Landlord does not in any way guarantee the efficiency of the said mail chutes and shall be in no way responsible for any damages or delay arising from the use thereof. 9- ili i 4 - IVA'