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Home My WebLink AboutR-80-0437RESOLUTION NO. 8 0 ' 3 7 A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A LEASE AGREEMENT WITH DADE SAVINGS AND LOAN ASSOCIATION TO DEVELOP AND OPERATE THE AIR SPACE ABOVE THE PROPOSED CITY PARKING GARAGE IN CONNECTION WITH THE CITY OF MIAMI/ UNIVERSITY OF MIAMI, JAMES L. KNIGHT INTER- NATIONAL CENTER, IN SUBSTANTIAL ACCORD WITH THE ATTACHED DOCUMENT. NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The City Manager is hereby authorized to execute an agreement with Dade Savings and Loan Association to develop and operate the air space above the proposed City parking garage in connection with the City of Miami/University of Miami, James L. Knight International Center, in substantial accord with the attached document. PASSED AND ADOPTED this 19th day of June, 1980. MAURICE A. FERRE __F9URTC_ff__X_" F-CRR�—� M A Y 0 R ATT ST: vLA L H ONGIE, CITY -CLERKe, ITEM N0. PREPARED AND APPROVED BY: u: KOMT- CA i i - - - - ASSISTANT CITY ATTORNEY APPROVED S TO FORM AND C09RECTNESS: 1 � _ Mom.. - X JR.__�"_ CITY ATTORNEY 7CITY COMMISSION MEETING OF JUN i i1`0 Reacrrrs NO.- ...................... O!�A Joseph R. Grassie AIF June 13, 1980 -1° City Manager � ;'.JE Conference Convention Center /- (June 19 Commission Meeting) Vjricent E. ,Grimmr,,Tr�_.- Assi.5tarve.City`Manager 2 The Agenda for June 19th is as follows: 1. Approval of the final draft of the Official Statement and authorizing its release. 2. Resolution authorizing an increase in the scope of the contract with Florida Steel. 3. Resolution authorizing an increase in the scope of the contract with Frank J. Rooney. 4. Resolution approving the MBIA insurance for the bond issue. 5. Final approval of the Lease and Agreement with Miami Center Associates. 6. Resolution establishing June 30th for Special meeting to authorize purchase of $60,000,000 in Revenue Bonds for Conference Convention Center. 7. Approval of. the Air -Rights Lease for the Trade Center. 8. Approval of the companion Agreement to the Air -Rights Lease. Attached to this memorandum are copies of the last two documents; the Air. -Rights Lease and the companion Agreement. This Agreement was not received until this afternoon, so the incorporation of its provisions in the final draft of the Official Statement was not possible today. We will, however., have for the City Com- mission on the 19th a final draft of the Official Statement. The Official Statement has been distributed to the Commission on previous occasions. This document states in summary form the provisions of all the agreements that are part of the deal. We are still negotiating with Florida Steel and with Rooney for the increases in their contracts. These increases are in the magnitude of about $1 Million for each contract. The final amount will be included in the resolutions that the Commission will act on June 19th. The provisions of the contract amounts are included in the Official Statement. Joseph R. Grassie -2- June 13, 1980 We will also require a special meeting on June 30th to agree to the terms of the purchase of the bonds. This will allow us to meet the very critical deadline of July 1st for authorizing the continuation of this project on schedule. cc: J. Connolly, Conf./Conv. Center Project T. Percy, Asst. City Atty., Law Dept. LEASE AGREEMENT dated as of July 1, 1980 between THE CITY OF MIAM1, FLORIDA P.O. Box 330708 a municipal corporation Miami, Florida 33133 under the laws of the Attention: State of Florida and DADE SAVINGS AND LOAN 101 E. Flagler Street ASSOCIATION a state- Miami, Florida 33131 chartered savings and Attention: loan association Prepared by: Marshall S. Harris, Esquire 5th Fluor 21 Northeast First Avenue Miami, Florida 33131 TABLE OF CONTENTS PARTIES RECITALS DEMISE ARTICLE 1 DEFINITIONS ARTICLE 11 TERMS SECTION 201 INITIAL TERM SECTION 201 RENEWALS ARTICLE III RENT, GOVERN\IENT;AL CHARGES AND OTHER SUMS PAYAIM-, BY DADE SECTION 301 PAYMENT OI^ LENT, GoVE RNIIENTAL CHARGES AND OTHER SUMS PAYABI-1 BY DADE SECTION 302 RENT SECTION 303 GOVERNMENTAL CHARGES SECTION 304 UTILITIES ARTICLE IV USE: SECTION 401 CITY'S 013LIGATIONS SECTION 402 DADE'S OBLIGATIONS ARTICLE V CON STERI'C:"fiyN SECTION 501 PLANS AND SPECIFICATIONS SECTION 502 CONSTRUCTION lei? Tlil: PARKING GARAGE 3 7 7 7 r� 9 9 14 15 16 16 16 is is 19 r SECTION 503 CONSTRUCTION OF THE 'riz?NnE CI;NTI-:P 19 SECTION 504 MANNER OF WORK; COMPLIANCE WITH LAWS AND REGULATIONS 20 SECTION 505 LIENS 21 SECTION 506 COMPLETION OF THE PARKING GARAGE 22 SECTION 507 EFFECT OF THE CITY'S FAILURE TO C0111f'LETE CONSTRUCTION 22 SECTION 508 CITY'S CONTRACTOR 23 SECTION 509 DADE'S FAILURE TO COVMENCE OR COMPLETE CONSTRUCTION 23 ARTICLE VI OPERATION AND MAINTENANCE 24 SECTION 601 OPERATION AND MAINTENANCE OF TRADE CENTER .24 SECTION 602 OPERATION AND ,MAINTENANCE OF PARKING GARAC',E 24 SECTION 603 DRAINAGE, CLLAI:ING SIDEWALKS 25 SECTION 604 SAFE FLOOR LOADS 25 SECTION 605 STORAGE OR USE OF FLAMMABLE ,MATERIALS '25 SECTION 606 DEFAULT IN OPERATION 01' MAINTENANCE 26 SECTION 607 ALTERATIONS TO TRADE CENTER 27 SECTION 608 ALTERATIONS TO PARKING GARAGE 27 SECTION 609 NON-INTERFERENCE \ ITH PARKING GARAGE 2$ ARTICLE VII SECTION 701 MAINTENANCE OI' INSURANCE SECTION 702 RESPONSIBLE INSt'RANCE COMPANIES; COPIES OF POLICIES SECTION 703 OBTAINING INSURANCE UPON THE OTHER PARTY'S FAILURE SECTION 704 INDE:MNITIES ARTICLE VI11 DA.MAG,E SL•C:TION 801 DAMAGE TO TRADE CENTER SECTION 802 DAMAG1: TO PARKING GARAGI: SECTION 803 ABATEMENT OF RENT 29 29 33 33 34 36 36 38 39 0 0 ARTICLE IX CONDEMNATION SECTION 901 TAKING OF TITLE SECTION 902 APPORTIONMENT OF AWARDS SECTION 903 TAKING FOR TEMPORARY 1_ISE SECTION 904 PROSECUTION OF FIXTURE CLAIMS SECTION 905 APPEARANCE IN CONDEMNATION PROCEEDINGS ARTICLE X ASSIGNMENT, SUBLETTING, MORTGAGING SECTION 1001 CONSENT REQUIRED SECTION 1002 EXCEPTIONS SECTION 1003 REOIIIREMENTS FOR ASSIGNMENT, OR TRANSFER SECTION 1004 CONSENT NOT TO ASSIC;N, SUBLET OR TRANSFER SECTION 1005 NOTICE TO LEASEHOLD MORTGAGEE SECTION 1006 NONDISTURBANCE ARTICLE XI URBAN DEVELOPMENT ACTION GRANT PROVISIONS SECTION 1101 DEFINITIONS SECTION 1102 ESCROW OI- GRANT REVENUES SECTION 1103 GRANT REVENI �I:S ,APPLIED TO COSTS SECTION 1104 GRANT RE1'ENIJf:S FOR TITLE I ACTIVITIES SECTION 1105 ASSURANCE Of- CjOVEP:N.MLNTAL APPROVALS SECTION 1106 COMPLETION OF P1:01I:CT SECTION 1107 ASS1'I"A`C17 C)F 111 O'If:c:TI:D .101�5 SECTION 1105 MA NTAINIVI RIGHTS TO INSPECT SE(:'rIoN 1109 ACCLti-S 'ro m.,A).1I:c:T SL-C TION 1110 NO ASSi(I,NMI"N 1011' S1 SECTION 1111 SECRETARY ;APPROVAL 01' AMENDMENTS SECTION 1112 DISCLAIMI:R OF I"FLATIONSIIII` SECTION 1113 OTI-IL111 UDAG PROVISION` N 40 41 42 43 IN 44 44 44 45 45 '46 47 48 48 49 50 50 50 50 51 51 51 51 52 52 52 A ARTICLE XII DEFAULT 53 SECTION 1201 EVENTS OF DEFAULT 33 SECTION 1202 REMEDIES 54 SECTION 1203 DAMAGES 56 SECTION 1204 WAIVER OF RIGHT OF REDEMPTION 57 SECTION 1205 RIGHTS OF LEASEHOLD MORTGAGEES 5$ SECTION 1206 DEFAULTS BY THE CITY 61 ARTICLE XI11 GENERAL PROVISIONS 62 SECTION 1301 OWNERSHIP OF IMPROVEMENTS 62 SECTION 1302 COVENANT OF TITLE; QUIET ENJOYMENT 62 SECTION 1303 END OF TERM 62 SECTION 1304 HEADINGS 63 SECTION 1305 NOTICES 63 SECTION 1306 A1)PIZOVAL, C0NSE,NTS '.63 KCTION 1307 ESTOPPEL CERTIFICATE 63 SECTION 1305 SUCCESSORS AND ASSIGNS 64 SECTION 1309 MODIFICATIONS OF LEASE 64 SECTION 1310 CITY'S OBLIGATIONS 64 SECTION 1311 GOVERNING LAW 64 EXHIBITS A Description of Land B Description of Ionised Prernises C Description of Parking Garage D Description of Trade Center E Allocation of within Trade Center F Section 402 Rentz Aditi5tment Formula PARTIES THIS LEASE AGREEMENT made and entered into at Miami, Florida as of July 1, 1950 is between THE CITY OF MIAMI, FLORIDA, a municipal corporation under the laws of the State of Florida, P.O. Box 330708, Miand, Florida 33133, and DADE SAVINGS AND LOAN ASSOCIATION, a State -chartered savings and loan association, 101 E. Flagler Street, Miami, Florida 33131. RECITALS Pursuant to Ordinance No. 7221, adopted by the City of Miami Commission on July 11 1964, and the approval of the voters of the City of Miami at an election held September 29, 1964, the bonds of the City of Miami in the principal amount of $4,500,000 were sold and delivered on May 6, 1969, and the proceeds of such bonds, with other funds, have been or shall be applied to the payment of the cost of construction of a convention center for the City of Miami, including a parking garage, appurtenances, land and equipment and any necessary clearing, filling in, extending, enlarging or improving the site therefor. The convention center is presently under construction. It is located on the site bounded by a realigned Southeast Fourth Street, Southeast Second Avenue, the Miami River and property now or formerly of Bauder Fashion College, Inc.; the parking; garage will be located on the site bounded by Southeast Second Street, Southeast first Avenue, Southeast Third Street and property now or formerly of Howard Johnson's, Inc. The Commission of the City on September 13, 1979 adopted Ordinance No. 8979 which authorizes the issuance of Convention Center and Parking; Garage Revenue Bonds in wi aggregate principal amount not exceeding; Sixty Million Dollars ($60,000,000) for the purpose of paying,, with other funds available therefor, the cost of the Convention Center -Garage (hereinaf ter mentioned) and approves and authorizes a trust indenture (the "Trust Indenture") to secure such revenue bonds. The City has determined to complete the construction of the Convention Center and to construct a parking garage (herein called the "Parkin; Garage") and a connecting walkway, including machinery, equipment, fixtures, furniture, improved and unimproved land, landscaping and other facilities appurtenant or incidental thereto (herein called, collectively, the "Convention Center -Garage"). The City of Miami has obtained from the United States Department of Housing and Urban Development an Urban Development Action Grant in the amount of $4,994,000, pursuant to an agreement between such Department and the City, to construct the Parking Garage, including support structures for a trade center office building (the "Trade Center") to be located in the air space above the Parking Garage, which activities are consistent with the provisions of Section 119 of the Housing and Community Development Act of 1974, Pub. L. No 93,383, as amended and with the Urban Development Action Grant Regulations. The Commission of the City of Miami on , 1980 and 1980 by Resolutions No. and authorized and directed the City Manager, on behalf of the City of lliarni, to enter into an agreement with Dade Savings and Loan Association whereby the City of Miami will construct the Parking Garage, including the support structures and appurtenant facilities for a trade center office building, and Dade Savings and Loan Association will lease from the City of Miami the air rights above the Parking Garage for the construction and operation of the Trade Center. DEMISE For and in consideration of the rents, benefits, covenants and agreements herein provided, reserved and contained, the City of Miami, Florida, demises and leases unto Dade Savings and Loan Association, and Dade Savings and Loan Association does hire and take from the City of ,Miami, Florida, the Demised Premises, as hereinafter defined, and the City of Miami, Florida, and Dade Savings and Loan Association do inutually covenant and agree to and with each other, as follows: - 2- ARTICLE 1 DEFINITIONS The terms defined in this Article (except as herein otherwise expressly provided or unless otherwise required by the context) shall for all purposes of this Lease, and any agreements supplemental hereto, have the following respective m eani ngs: "Appraisal" means a determination made by the appraisal firms selected hereunder, as follows -- G) The City and Dade shall each choose one independent appraisal firm of nationally -recognized competence and the two firms so chosen shall choose a third firm of comparable competence; (ii) the decision of a majority of said firms shall be rendered as promptly as possible and the decision of at least two of said firms shall be final and binding upon both the City and Dade and may be enforced by legal proceedings. The City and Dade shrill each compensate the appraisal firm appointed by it and the compensation of the third firm shall be borne equally by such parties. "Architects" means such architects as Dade shall designate in connection with the construction of the Trade Center. "Bond [fate" means the rate of interest per annum equivalent to the net interest cost on the City of Miami, Florida, Convention Center and Parking Garage Revenue Bonds dated July 1, 1980 initially issued in the amount of $60,000,000 and any additional or refunding bonds issued under the Trust Indenture dated July I, 1980, securing such bonds, or if none of said Bonds is then no longer outstanding, the rate of interest per annum equivalent to the net interest cost of the City's most recent revenue bonds or other special obligation bonds. "City" means the City of ;Miami, Florida, a municip.-1 corporation under the laws of the State of Florida, and its successors and assigns, as landlord of the Demised Premises. - 3- "Consurner Prd Index" or "Index" means the Cotner Price Index for All Urban Consumers -All Items -for Miami, Florida published by the United States Department of Labor, or such other comparable index which may be in effect from time to timed if said Index is unavailable. "Dade" means Dade Savings and Loan Association, a State -chartered savings and loan association, and any successor or assign as permitted by the terms of this Lease, being as tenant of the Dernised Premises. "Demised Premises" means the air space leased hereunder by the City to Dade for the construction and maintenance of the Trade Center, together with certain rights and easements and subject to certain reservations, all as more particularly described herein and in Exhibit B attached hereto and made a part hereof. "Events of Default" means the events and circurnstances described as such in Section 1201 of the Lease. "Excepted Premises" means the Land and space above and below the Land and all rights in connection therewith, except for the Demised Premises and the Trade Center. "First Renewal Term" means the first term' for which this Lease may be renewed as provided in Article 11. "First Rent Component" has the meaning given in Section 302 hereof. "Governmental Charges" shall mean all real estate taxes, water and sewer rents, rates and charges and other governmental charges, impositions and assessments which may be charged, imposed or assessed on real or personal property or any improvements hereon or thereto or on the owner thereof with respect to such real or personal property or improvements, including, without limiting the generality of the foregoing, i sessinents for public irnprovernents or benefits; provided, however, that such taxes, rents, rates and other governmental charges, impositions or assessments shall be part of a comprehensive scheme of assessment of general applicability to like - 4- P �. property, owners or tviiants in the City of I'.ilarni. "Initial Term" rnearis the Initial Term of this Lease as provided in Article II. "Land" means the land, improvements and other property located in Nliami, Dade County, Florida, more particularly described in Exhibit A attached hereto and made a part hereof. "Lease" means this Lease Agreement as executed and as the same may be at any time modified, amended or supplemented pursuant to the terms hereof. "Leasehold Mortgagee" means a holder or holders. unaffiliated with the mortgagor, or any mortgage upon the leasehold rights of Dade in the Demised Premises (including the trustee thereunder, if any such mortgage be in the form of a deed of trust) to secure an issue of bonds, notes or other corporate obligations; provided that such term shall not have any relevance under this Lease unless and until the lessee under this Lease shall notify the City that a leasehold mortgage or deed of trust encumbering the leasehold interest hereunder is then in force between such lessee and a Leasehold ,Mortgagee. "Occupancy" has the meaning given in Section 302 (c) hereof. "Parking Garage" means the Parking Garage mentioned in the Recitals hereof, including improvements and appurtenances thereto, to be constructed by the City pursuant to Article V of this Lease, substantially .is described in Exhibit C hereto, including utilities, equipment, apparatus, machinery and fixtures of every kind and nature whatsoever forming part of said building;, improvements and appurtenances as provided in said Exhibit C and any buildings, improvements and appurtenances now or hereaf ter located upon the Excerpted Premises or in replacement of the foregoing, and shall also be deerned to include any such building, improvement and appurtenance while in the course of construction and prior to its completion. "Parking Garage Completion Date" has the meaning given in Section 506 hereof. - 5- "Plans and Specifications" has the meaning given in Section 501 hereof. "Prime Rate" means from time to time the prime rate of interest per annurn 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. "Qualified Space" has the meaning given in Section 301 (c) hereof. "Rent" means the rent payable pursuant to Article Ili for the use and occupancy of the Demised Premises. "Rent Commencement Date" has the meaning given in Section 302 hereof. "Second Renewal Term" means the final term for which this Lease may be renewed as provided in Article 11. "Second Rent Component" has the meaning given in Section 302 hereof. "Term" means f rorn time to time the Initial Term of this Lease and such extension thereof, if any, then in effect either by the First Renewal alone or then further extended by the Second Renewal Term. "Trustee" means the trustee, or any successor trustee, designated and then acting as Trustee under that certain Trust Indenture dated as of July 1, 1980, between it and the City of hlianni, Florida, securing the City's Convention Center and Parking Garage Revenue Bonds. "Trade Center" means the building and other improvements and the appurtenances thereto, herein called the "Miami Trade Center", to be constructed by Dade pursuant to Article V of this. Lease, including; all plant equipment, apparatus, machinery and fixtures of every kind and nature whatsoever forming part of said building, improvements rind appurtenances, and any buildings, improvements and appurtenances now or hereof ter located upon the Demised Premises or in replacement of the foregoing, and shall be deemed to include any such building, improvement and appurtenance while in the course of construction and prior to its completion. "Trade Purposes" has the ineaning given in Section 402 hereof. - G- ARTICLE 11 TERMS Section 201 Initial Term. The initial Term of this Lease shall be for 35 years and shall commence on the date of this Lease and end on July 1, 2015, unless sooner terminated pursuant to the terms of this Lease. Section 202 Renewals. If Dade, not fewer than 24 months nor more than 36 months prior to the expiration of the Initial Terrn, shall have given to the City a written notice, in the manner specified in Section 1305 hereof, of the election by Dade to effect a first renewal of this Lease, and if immediately prior to the expiration of the Initial Term, this Lease shall be in full force and effect and Dade is not in default hereunder, then in that case upon the expiration of said Initial Term, the First Renewal Term of this Lease shall be effective. The First Renewal Term sh;ilt be 30 years beginning at the expiration of the Initial Term, and expiring July 1, 2045. The parties to this Lease shall continue to be subject to this Lease during the First Renewal Term to the extent of their respective rights, privileges, powers, obligations and duties hereunder. If Dade, not fewer than 24 rTIonths nor more than 36 months prior to the expiration of the First Renewal Term, shall have given to the City a written notice, in the manner specified in Section 1305 hereof, of the election by Dade to effect a second renewal of this Lease, and if immediately prior to the expiration of the First Renewal Terrn, this Lease shall be in full force and effect and Dade is not in default hereunder, then in that case upon the expiration of the First Rene%%A Term, the Second Renewal Terrn of this Lease shall be effective. The Second Renewal Term of this Lease shall be for wi additional terra such that the aggregate of the Initial Term, the First Renewal Term and the Second Renewal Terns from the Rent Commencement -7- Date shall be 90 yearA The parties to this Lease shall cof.mic to be subject to this Lease during the Second Renewal Term to the extent of their respective rights, privileges, powers, obligations and duties hereunder. ARTICLE III [LENT, GOVERNMENTAL CHARGES and OTHER SUMS PAYABLE BY DADE Section 301 Payment of Event Governmental Charges and Other Sums Payable By Dade Dade shall pay Rent, Governmental Charges and all other sums payable by Dade pursuant to this Lease promptly as and when the same shall become due and payable in la%,.•ful money of the United States of America at the times, places and in the manner as provided under applicable law or this Lease. Except as expressly provided under applicable law or in this Lease, the amount of Rent, Governmental Charges and all other sums payable by Dade pursuant to this Lease shall not be abated, reduced, abrogated, waived, diminished or otherwise modified in any manner or to any extent whatsoever. Section 302 Rent. (a) Tile Rent shall be comprised of the First Rent Component described .in subsection (b) hereof, the Second Rent Component described in subsection (c) hereof, and the Third Rent Component, if any, described in Subsection (d). (b) The First Rent Component shall be $150,000 per annurn, subject to an annual increase or decrease, as the case may be, as provided in this subsection (b). Beginning with the second full calenclar year after the Rent Commencement Date and for each year thereafter during the Term of this Lease, the First Rent Component shall be increased or decreased by seventy percent (70"0) of the result obtained by multiplying $150,000 by a fraction, the numerator of which shall be the difference in the Consumer Price Index between the first month of the current year (or the nearest reported previous month) and the first month of the Base Year hereinbelow defined (or the nearest reported previous month), adjusted on a consistent basis to the earlier of such Index dates to reflect any changes made by the Department of Labor in the 1919 < 0 t method of determining the sarne occurring prior to the later of such Index dates, and the denominator of which shall be the Index number for the first month of the f3ase Year (or the nearest reported previous month). The Base Year for purposes of this Section 301 (b) shall be the first full calendar year after the Rent Commencement D ate. Dade shall pay monthly installments of the First Rent Component based upon the First Rent Component, as adjusted, for the previous calendar year. The City shall compute the actual adjustment with respect to each year after the close of the year and the balance over or under the estimated First Rent Component for such year shall be promptly paid to the City or credited against future Rent obligations of Dade, as the case may be. (c) The Second Rent Component shall increase from zero to $150,000 per annum incrementally or in whole, upon the occurrence of one or more of the following events, commencing with the next monthly payment of Rent due after such event or events: W the Second Rent Component shalt increase to $50,000 per annum upon achievement of 5096 Occupancy of the Qualif ied Space; 00 the Second Rent Component shall increase to $100,000 per annum upon achievement of 7517b Occupancy of the Qualified Space; and (iii) the Second Rent Component shall increase to $150,000 per annurn upon achievement of 90A, Occupancy of the Qualified Space; and M (iv) the Second Rent Component shall increase to $150,000 per annurn commencing with the first payment of rent due in the fifth full calendar year after the Rent Commencement Date, without regard to achievement Of Occupancy of the Qualified Space. For the purposes of this Section 302(c) and Section 402 alone, (i) a percentage of "Occupancy" of the Qualified Space means that percentage of the Qualified Space for which tenant leases have been signed and tenants are either in occupancy or have commenced paying rent and (ii) "Qualified Space" shall mean that amount of tenant space in the Trade Center that remains of ter deducting the space reserved to or for the benefit of Dade and that reserved for special services and facilities all as identified on Exhibit E hereto, as the same may be modified from time to time by agreement of the parties. Dade shall use its best efforts to promptly lease all the Qualified Space and to report to the City monthly in writing of its progress. The Second Rent Component shall be subject to an annual increase or decrease, as the case may be, as provided in this subsection (c). Beginning with the sixth full calendar year following the Rent Coin rnencernent Date and for each year thereafter during; the Term of this Lease, the Second Rent Component shall be increased or decreased (but shall not be decreased below $150,000), as the case may be, by sever►ty percent (70`.'u) of the result obtained by multiplying; $150,000 by a fraction, the nurnerator of which shall be the difference in the Index between the first month of the current year (or the nearest reported previous month), and the first month of the• Second Base Year (or tho nearest reported previouS I110I1th), adjusted on a consistent basis to the earlier of such Index dates to re f Iert any changes made by the Department of Labor in the method of determining the same occurring prior to the later of such Index dates, and the denominator of which shall be the Index number for the first month of the Second Base Year (or the nearest reported previous month). The Second Base Year for purposes of this Section 301(c) shall be the fifth full calendar year after the Rent Corn mencernent Date. Dade shall pay estimated monthly installments of the Second Rent Component in the manner described in Section 302(b) with adjustment after the close of the calendar year. (d) Should a majority of the qualified space for any reason not be used for Trade Purposes in any calendar year after the fifth calendar year from the Rent Commencement Date, Dade shall pay to the City the Third Rent Component as provided in Exhibit F hereto. (e) Except as provided above, Dade agrees to pay the Rent in equal monthly installments in advance on the first day of each month after the Rent Commencement Date, as provided below, and thereafter during the Term of this Lease. Payment of Rent shall be made to the City except that so long as any of said Revenue Bonds of the City shall be outstanding, Rent shall be paid to the Trustee, for the benefit of the City, at such office of the Trustee as is indicated in !Article I hereof, or at such other office of the Trustee as the Trustee may from tune to tirne by notice in writing indicate to Dade. Payment of Rent shall cornrnence upon the date (the "Rent Commencement Date") that is the later to occur of: (i) issuance by the appropriate local governmental authorities of all permits, licenses or approvals necessary to enable (lade to legally commence construction of the Trade Center; and (ii) the first day of the thirteenth month following receipt by Dade of the written certificate of architects referrred to in Section 503. Dade agrees to diligently and promptly apply for and seek issuance of said permits, licenses or approvals, and failure to do so shall result in the commencement of the payment of Rent upon the occurrence of the event set forth in Item (ii) above. -12- As soon as may be convenient after the Rent Commencement Date, Dade and the City agree to join with each other in the execution, in recordable form, of a written declaration in which such date shall be stated. If the City and Dade shall be unable to agree upon any matter related to the Indexing required by Section 302(b) and (c), and such matter shall not be resolved within 60 days after notice describing the matter has been given by one party to the other, the matter may be submitted by either party to Appraisal. t f Section 303 Governrnentid Charge. (a) Payment of Governmental Charges. From the date of this Lease and continuing for the balance of the Term of this Lease, Dade shall pay directly to the assessing governmental body the total amount of any and all Governmental Charges that may, during the Term of this Lease, be charged, imposed or assessed upon or against the Demised Premises and the Trade Center, within 30 days after the date any such Governmental Charges shall be payable but before a penalty or interest commences to accrue for non-payment thereof. If such Governmental Charges are not separately assessed but are assessed upon or against the Land or all of the improvements thereon, or both, Dade shall pay its fair and equitable portion of such Governmental Charges comprising ad valorem taxes based upon the portion of the fair market value of the Land and all improvements thereon represented by the fair value of the Demised Premises and the Trade Center and shall pay such Governmental Charges comprising assessments based upon such other factors as result in a fair and equitable apportionment under applicable law. Dade may arrange with the governmental or assessing authority for the payment in installments of any assessment against the Dernised Premises and the Trade Center or its part of any assessment against the Land or the improvements thereon, or both, provided Dade can make arrangements satisfactory to the City with the proper governmental authorities for the payment in equal or substantially equal installments prior to the expiration of the Term of this Lease of the full amount of such assessment payable by Dade. Dade shall not be in default under this Section 303(a) if Dade fails to pay such Governmental Charles while contesting such Governmental Charges in good faith by administrative or legal proceedings, conducted promptly. (b) Apportionment of Governmental Charges. Governmental Charges for the calendar year in which this Lease commences shall be Adjusted and apportioned between the parties hereto as of the date of this Lease. Governmental Charges for -14- the last year of the 1'erin of this Lease shall be adjusted and apportioned between tite parties hereto as of the date of expiration of the Tenn of this Lease. Section 304 Utilities. Unless otherwise agreed between the City and Dade in writing, Dade at its own cost and expense, shall arrange and pay for all heat, light, water, gas and any and all other services used on or in connection with the Demised Premises and the Trade Center. The City shall, at its expense, provide Utility, sewer, water and like connections to the Trade Center on the Dernised Premises at the street level to the service core area of the Trade Center, as shall be set forth in the Plans and Specifications. r -15- 6 9 ARTICLE IV USE Section 401 Cityls Obligations. The Parking Garage shall have parking facilities for at least 1450 automobiles and the City covenants that throughout the Term of this Lease it shall use the Parking Garage or cause the Parking Garage to be used for said purpose. Section 402 Dade's Obligations. Dade shall use its best efforts to cause a majority of the Qualified Space to be used for Trade Purposes, meaning purposes related directly or indirectly to international banking, law, finance, insurance, transportation, corn munications, government, technology, trade, tourism, import and export business and other international business and activity (" Trade Purposes"), (ii) Dade shall, on each occasion of ter the fifth calendar year of ter the Rent Corn inencernent Date that rentable qualified space becomes vacant or shall be due to become vacant within thirty days, if less than twenty-five percent of the qualified space is then used for Trade Purposes, Dade shall notify the City thereof, and thereupon the City shall have the right for a period of thirty days after such notice to lease in the name and on behalf of, and for the benefit of Dade such space for Trade Purposes to reputable tenants with sufficient net worth to pay the rent thereunder, on the same terms and conditions as other occupancy leases in the Qualified Space and at an economically feasible rental, which shall be not less than SUN') of the then current market rate for new commercial office space tenants in the Trade Center, and that (iii) Dade shall provide written reports to the city of its marketing efforts and procedures, proposed and actual rental rates, lease negotiations and execution of leases, tenant names and information about tenants and such other information as the City may reasonably request to determine whether qualified space has been used for Trade Purposes. Such -16- reports shall be given monthly until the Qualified Space reaches 90% Occupancy, as defined in Section 302, and annually thereafter. In determining whether Qualified Space has been used for Trade Purposes in accordance with this Section 402, the amount of the Excepted Space that is used for Trade Purposes may be substituted for an identical amount of Qualified Space that is not used for Trade Purposes. The City's sole remedy for the failure of Dade to comply with the use provisions contained in this Article IV shall be as provided in clause (ii) above and in Section 302(d) of this Lease. ART1CLe V CONSTRUCTION Section 501 Plans and Specifications. (a) Preparation and Delivery. Promptly after the execution of this Lease, and the presentation to Dade of the plans and specifications for the Parking Garage, Dade shall cause the architects to develop final plans and specifications for the Trade Center. Dade shall deliver one copy of the plans and specifications for the Trade Center to the City without expense therefor. (b) Approval. The Plans and Specifications shall be subject to the approval of the City. The plans and specifications for the Parking Garage shall be subject to the approval of Dade provided, however, the approval of Dade of the plans and specifications for the Parking Garage shall be limited to its determination of whether or not said plans and specifications comply with the engineering standards for the Parking Garage set forth in Exhibit C attached hereto. If Dade disapproves the plans and specifications for the Parking Garage as not conforming with said engineering standards and the City does not concur with said determination by Dade, conformance of the plans and specifications for the Parking; Garage with said engineering standards shall be determined by the majority decision of three qualified independent engineers chosen and compensated in the same manner, and whose determination shall have the same force, as an Appraisal. (c) Dade may propose changes or additions to the plans and specifications for the Parking garage to change the architeClural and aesthetic features thereof in order to meet the special needs of any special design of the Trade Center or to harmonize the appearance of the Parkin, Garage with the appearance of the Trade Center. If the City determines that said changes or additions to the plans and specifications for the Parking Garage are acceptable to the City. it shall inform Dade that the City consents -lS- to such changes and additions, provided Dade shall enter into an agreement with :Miami Center Associates, Inc. providing for making; such changes and additions in the plans and specifications for the Parking Garage, as approved by the City, and performing the extra work involved thereby at the sole cost and expense of Dade. Section 502 Construction of the Parking Garage, Unless prevented by events or occurences beyond its reasonable control, the City, at its cost and expense, shall commence as promptly as possible after approval by the City and Dade, and any Leasehold Mortgagee of the plans and specifications, the construction of, and shall thereafter diligently pursue to completion, the Parking Garage and the facilities appurtenant to the Trade Center located within the Parking Garage (including, to the extent provided in such plans and specifications, the finish on the first level of the Trade Center of all elevators, stairways and other means of ingress and egress between the Parking Garage and the Trade Center and the completion of the roof of the Parking Garage to the point \%,here finish flooring or other finish surface to the Trade Center may be installed by Dade). The structural members, footings and foundations for the Parking Garage shall be capable of supporting, consistent with the highest safety standards, the Trade Center and shall conform with the Performance Standards therefor set forth in Exhibit C hereto attached. Section 503 Construction of the Trade Center. Unless prevented by events or occurrences beyond its reasonable control, Dade, at its cost and expense, shall commence as promptly as possible b►rt, unless so prevented, no later than 90 clays of ter receipt by it of written certification by the Architects that the construction to be perforriwd by the City pursuant to Section 502 has progressed to the extent that, DadC can begin construction of the Trade Center, and shall thereafter diligently pursue to completion, the construction of the Trade Center. During; construction. necessary precautions for the safeguarding of the - l 9- Parking Garage and the operation of cars and the movement of people in and about the Parking Garage shall be taken by Dade at its expense pursuant to the conditions specified in Section 609. It is estimated that construction will commence on November 1, 1981 and terminate on October 31, 1983. Section 504 Manner of Work; Compliance With Laws and Regulations. The work provided for in Sections 502 and 503 shall be dune in 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 in respect of such construction, provided such requirements and regulations are part of a comprehensive scheme of regulations of general applicability to like property in the City of Miami. Any such work shall be subject to inspection and approval by the Architects. In case of the filing of a notice of violation of any of the regulations of any governmental department in connection with any of such work, the party to this Lease reponsible for such work, at its own cost and expense, shall do all necessary things and work in order to cause the same to be cancelled, and upon the completion of the work shall obtain all certificates required from said department in respect thereof; provided, however that such party at its own cost and expense, shall have the right in good faith to contest the validity or legality of any notice of violation filed with respect to said work, and pending such contest actively conducted by such party, the non-compliance with the requirements of such notice shall not be deemed a default on the part of such party under this Lease; provided, further, that such party shall have furnished to the other party indemnity or security of an amount and kind reasonably satisfactory to the other party which shall secure it against any loss by reason of non-compliance with the requirements of such notice. - 20- Section 505 Liens. Neither the City nor Dade shall permit the commencement of construction or the delivery to the Land of any materials under a contract or subcontract made by or for it, unless and until an agreement or agreements in form satisfactory to the other party shall have been entered into with the contractors, subcontractors and materialmen providing, to the extent required by the other party and if enforceable under applicable law, for the waiver of the right to file mechanics' or materialmen's liens against the Land, or any part thereof, or any improvements thereon. Each party hereto hereby agrees to indemnify and save harmless the other party hereto from all mechanics', materialmen's or other similar liens, including; conditional sales agreements and chattel mortgages, which may arise out of or in connection with any such contract (for work performed or material furnished thereunder) made by or for it. In case either party hereto shall fail or neglect to satisfy or discharge or cause the cancellation of any such lien, arising under or in connection with any contract made by or for it, by bonding, payment or otherwise, within 30 days of ter notice from the other party hereto, such failure shall constitute a default under the terms of this Lease. The party hereto not so in default 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 the other party hereto with interest thereon at the ['rime [late. Nothing herein contained shall be deemed to prevent tile party obligated to pay or discharge any such lien from contesting; the sarne in good faith if it shall furnish to the other party hercrto a bond of indemnity or other security of an arnount and kind satisfactory to the party to be indemnified and which will be sulfic.ient to pay in full the lien and all interest, penalties, costs and expenses in conection therewith. The remedies provided in this Section shall be in addition to all other remedies provided by law or this Lease. -21- Section 506 Completion of the Parking; Garage. Unless prevented by fire, lockout, strike, labor or material shortage, act of war, enemy hostilities or other cause or cas►.►alty beyond the reasonable control of the City, including; acts, failures to act or delays caused by Dade, the City shall complete the construction of the Parking Garage, and the appurtenant facilities for the Trade Center to be constructed by the City within the Excepted Premises and the Parking Garage, not later than February I, 1982; provided, however, that the foregoing provision relating to completion of construction by the City shall not be' applicable to work which it is not necessary from the standpoint of the construction of the Trade Center to complete in such time, and as to such work the City shall complete it, unless prevented by one of the causes referred to above, at such time or times as shall be necessary in order to avoid delaying the use and occupancy of the Trade Center, but :in no event more than 6 months after the February 1, 1982 date as it may be extended to a later date in conformity with the provisions of this Section 506. In case of failure to complete any such construction within the applicable time specified above by reason of any cause beyond its control, the City shall have the same completed within such period thereaf ter as shall be equal to the time that the City shall have been so delayed by any or all of said causes. Section 507 Effect of the Cityk failure to Complete Construction. If the City, by failing; to commence or to prosecute the work of construction to be performed by it gwrsuant to Section 502, or by failing to complete such work as provided in Section 506, shall prevent r_o►nmenc oment of the construction or the use and occupancy of the Trade Center as provided herein, and within 90 days after notice from Dade to the City such failure shall not be completely remedied or if such failure cannot be remedied within such period and the City fails to continence a ren►edy, diligently pursue the same and give adequate assurances of such action to bade, or if the City for any reason shall fail to fully complete construction of the Parking Garage - 22- opk by the date that is 24 months subsequent to the Parking Garage Completion Date, then Dade may elect by notice to the City to prosecute the work of construction of the Parking Garage so required and the City shall reimburse Dade for all their charges, costs and expenses theretofore or thereafter paid or incurred in connection therewith, including any and all sums paid by Dade in or for said construction and any and all sums required to be paid by Dade for money borrowed in connection therewith, including, but not limited to, interest, discounts, loan fees, and closing costs. if the City has not fully completed the construction of the Parking Garage for any reason by the date that is 24 months subsequent to the Parking Garage Completion Date, and if Dade has not elected to complete the construction of the Parking Garage in accordance with this Section, then Dade may terminate this Lease but only by written notice to the City given not less than 24 months nor more than 26 months subsequent to the Parking Garage Completion Date. Section 508 City% Contractor. Dade acknowledges that it has received a copy of the Turnkey Design and Development Centract By and Between the City of Miami, Florida, and Miami Center Associates, Inc., a Florida corporation, dated as of , 1980, which provides for the construction of the Parking Garage by said ,Miami Center Associates, Inc. for and on behalf of the City. Section 509 Dade's Failure Timely to Commence or Complete Construction. In the event fade shall f ail to commence construction of the Trade Center or complete construction of the Trade Center within the respective time required by the United States Department of Housing and Urban I)eveloprnent under its agreement with the City providing for the so-called IIDAG Grant for the Parking Garage, and such failure is not caused by the City, Dade covenants and agrees to pay to the City an amount equivalent to the amount of said 11DA(i (;rant that is not paid to the City by said Department by reason of Fade's t.ul,ire to commence or to complete such construction the respective time rvgmrcd under said agreement. -23- ARTICLE VI OVERATION AND MAINTENANCE Section 601 Operation and Maintenance of Trade Center. Dade, after construction of the Trade Center and during the Term of this Lease, at its own cost and expense, shall keep, operate and maintain the Trade Center in good order, condition and repair, normal wear and tear and damage by fire and other casualty or taking as provided in Articles Vill and IX hereof excepted, similar to first class facilities in prime commercial office locations in major cities elsewhere in the United States and in conformity with all requirements of the law and applicable fire underwriting and rating regulations. Dade shall make and enforce reasonable rules and regulations of general application for the supervision, control and use of the Trade Center. Such rules and regulations and any amendment thereof shell not be effective unless the same are first submitted to the City for its review and comment, but such review and comment shall not be unreasonably withheld, qualified or delayed. Dade shall suffer no waste or injury, 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, structural or otherwise, in and to the Trade Center. All such construction work, replacements and repairs shall be of high quality and of the standard applicable to buildings of this type. Section 602 Operation and Maintenance of Parking Garage. The City, of ter construction of the larking Gara);e and during the Term of this Lease at its own cost and expense, shall keep, operate and maintain the Parking Garage and all facilities therein, including those appurtenant to the Trade Center, in a first class manner in good order, condition and rvp.ri r, normal wear and tear and damage by fire and other casualty or taking as provided in Articles Vlll and IX hereof excepted, similar to first class parking facilities in pritne commercial office locations in major cities elsewhere in the United States and in contorrnity with all requirements - 24- of the law and applicable fire underwriting and rating regulations. The City shall make and enforce reasonable rules and regulations of general application for the supervision, control and use of the Parking Garage and such facilities therein. Such rules and regulations and any amendment thereof shall not be effective unless the same are first submitted to Dade for its review and comment, but such review and comment shall not be unreasonably withheld, qualified or delayed. The City shall suffer no waste or injury, and shall promptly, and in such manner as will not interfere with the maintenance, operation and use of the Trade Center, make all necessary repairs and replacements, structural or otherwise, in and to the Parking Garage and such facilities therein. All such construction work, replacements and repairs shall be of high quality and of the standard applicable to buildings of this type. Section 603 Drainage, Clearing Sidewalks. The Trade Center shall be kept waterproofed and drained by Dade, at its expense, into the Trade Center', drainage systern, so that no water, liquid or waste of any character shall be permitted to drain or leak into the Parking Garage other than through designated drainage facilities. The City, at its cost and expense, shall keep the entrances to, and the sidewalks, roadways and curbs fronting and abutting, the Land free and clear of standing water and other substances and of any obstruction to the free and safe use thereof at all times, and it will continuously maintain, and promptly repair or replace or renew such sidewalks, roadways and curbing, as necessary. Section 604 Sale floor Loa(E. Dade and the City will not suffer, c1,11ow or permit the loading of any floors of respectively, the Trade Conter or the. Parking Garage or any portion or portions thereof, beyond the loads %%hich the s.une %ill safely support. Section 605 Stor.q,e or Ilse of l l.unmabler ktiteri.d%. The City .uid Dade kill not use or keep, or permit to be used or kept, in the -25- ri f. Parking Garage or in the Trade Center 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. Section 606 Default in operation or Maintenance. (a) Right to Effect Compliance. If Dade or the City (referred to in this Section 606 as the Defaulting Party), at any time or times during the Term of this Lease, shall fail or neglect after 30 days' notice from the other (referred to in this Section 606 as the lion -Defaulting Party) to take such action as may be necessary to place its respective facility in compliance with the requirements of Sections 601 through 604, the Non -Defaulting Party shall have the right, in addition to all other rights and remedies, including those provided -in Article XII, and is hereby authorized, on not less than three days' notice, to enter into the other's facility and every part thereof, and to make such repairs thereto or therein, or to perform such acts in order to effect compliance with Sections 601 through 604, as may be reasonably necessary, and the cost of any and all such repairs made by the ;von -Defaulting Party as aforesaid, shall be repaid by the Defaulting Party to the Non -Defaulting Party on demand, with interest thereon at the Prime Rate. (b) Right to Contest. The Defaulting Party shall, however, have the right to contest such violation in good faith by legal proceedings conducted promptly and at its own expense, in its name or that of the Non -Defaulting Party, and the pendency of any such legal proceedings, insofar as it shall suspend the effect of such violation, shall suspend the right of the Non -Defaulting Party, as set forth in the preceding subsection (a), to enter into the other facility and to make repairs or to perform other acts, but the Defaulting Party shall furnish to the Non -Defaulting Party security of a kind and amount -26- satisfactory to the Non -Defaulting Party sufficient to indemnify and save harmless the Non -Defaulting Party from loss or damage to it which may arise during such contest or may arise from failure of the Defaulting Party to perform its obligations when the contest is ended. Section 607 Alterations to Trade Center. Dade shall not, without the prior approval of the City as set forth below, make any structural changes in the Trade Center or changes, except minor changes, in the exterior appearance of the Trade Center or in the entrances, exits or passageways to and from the Trade Center. The plans and specifications showing any such work shall be submitted and subject to the approval of the City to the same extent as the Plans and Specifications are subject to such approval pursuant to Article V. All such work shall be done at the sole cost and expense of Dade, under the supervision of an architect or engineer satisfactory to the City for such purpose, only in accordance with plans and specifications first submitted to and approved by the building department of the City of Miami and the other governmental authorities having jurisdiction thereof, and in accordance with such rules and regulations as such governmental authorities may from time to tune make in regard thereto. The provisions of Article V shall be applicable to all such work and also to any changes, alterations and improvements which do not require the approval of the City except that waivers of liens need not be obtained in advance by Dade from contractors, subcontractors or rnaterialrnen in connection with any change, alteration or improvement if the cost of the entire annount of work to be performed and materials to be supplied in connection With such change, idteration or improvements does not exceed I?; of the replacement cost of the Tr,ide Center as most recently determined by the insurer thereof. Section 608 Alterations to Parking Garage. The City may make any cllteratiom or changes in the Parking Garage; -27- provided, ho%kever, that the City shall obtain prior written approval of Dude and any Leasehold Mortgagee to any alterations or changes which may or will materially affect the appurtenant rights of Dade as described in Exhibit B hereof. Plans and specifications for any such alterations or changes requiring the approval of Dade and any Leasehold Mortgagee as above provided, and showing such proposed alterations and changes, shall be submitted and subject to the approval of Dade and any Leasehold Mortgagee to the same extent as the Plans and Specifications are subject to such approval pursuant to Article V. All such wort: shall be done at the sole cost and expense of the City, in accordance with the plans and specifications first submitted to and ar..oroved by the building department of the City of Miami and other governmental autKoritt^s having jurisdiction thereof, in accordance with such rules and regulations as such governmental authorities may from time to time make in regard thereto. Section 609 Non -Interference with Parking Garage. The work of constructing, inspecting, maintaining, repairing, altering, changing, improving or renewing the Trade Center, the columns, foundations, substructures or other work, or any part thereof, or any of the work performed on the Land by or for Dade, or any tenant of Dade or any occupant of the Trade Center or any part thereof, shall be performed so as not in the opinion of the City (reasonably exercised) to endanger or to interfere materially with the Parking Garage operations or to endanger or interfere with the use of the Parking Garage by officers or employees of the City, persons parking in the Parking; Garage or any other members of the general public in or using the Parking Garage or of people using; or occupying ally other part of the Excepted Premises or entering or leaving; the Land or any part thereof; and Dade shall arrange and perform any and all work according;ly. Whenever any work shall be likely to involve the operations or safety of the persons, property, or traffic upon or about the Land, such proposed %wrk shall first be submitted to the City and shall be performed at such times and in such manner as in the reasonable determination of the City, shall protcrc:t tale safety and the rights and privileges of such uses, occupants and ether members of the general }public. - 2S- ARTICLE VII INSURANCE Section 701 Maintenance of Insurance. The City and bade, each at its own cost and expense, shall keep and maintain the following insurance: (a) During the construction of the Parking Garage and Trade Center, the City and Dade respectively shall have and keep or cause to be had or kept, (i) the Parking Garage (including construction materials on the site and those facilities appurtenant to the Trade Center located within the Parking Garage), and (ii) the Trade Center (including materials to be used in construction) insured for the benefit of the City, Dade, the Trustee and any Leasehold k1ortgagee and other insureds, named by the City, as their interests may appear, against all risks of accidental physical loss or damage under an "All Risks Coverge" builders' risks insurance policy on a "Completed Value Form" including in all events collapse, demolition, debris removal and increased cost of restoration endorsements, in amounts suf f icicnt to prevent the City or Dade, as the case may be, from becoming a co-insurer within the terms of arry policy or policies, and in any event in amounts not less that I00"6 of the replacement cost of, respectively, the Parking Garage and Trade Center, (b) The City and Dade, at their respective expense, shall keep Parking Garage and the Trade Center, respectively, insured after the construction period against loss or damage as a result of fire, boiler and machinery, buritinn pipes, .rnd those other hazards - 29- f f ordinarily insured against from time to time during the term of this Lease in the City of Miami, Florida, under policies providing for "All Risks Coverage" for physical damage or loss, to the extent that such insurance is generally available from insurers of recognized responsibility authorized to do business in Florida. Such insurance shall be in an amount sufficient to prevent the City or Dade, as the case may bve, from being co-insurer and shall be maintained in an amount not less than one hundred percent (10096) of replacement cost of the Parking Garage or the Trade Center, as the case may be, as determined by annual evaluation on the anniversary date of the insurance or by inflation endorsement if available. Each insurance policy shall contain a loss payabled : clause in which the loss shall be paid to the City or Dade respectively, and to the additional insureds, as their interests may appear. The City and Dade agree that, with respect to any such loss or damage which is covered by insurance then carried by them, respectively, the one carrying such insurance and suffering such loss releases the other of and f rorn any and all claims with respect thereto. (c) Before entering upon the Excepted Premises or the Demised Premises in connection with the construction of the Parking Garage or the Trade Center and at all times during; the Term of this Lease, , the laity and Dade, as assurance for, but not in limitation of, the provisions in Section 704, shall provide comprehensive general public liability insurance for premises and operations, use and occupancy, including; but not limited to, -30- coverage for explosion, collapse and underground ("X.C.U:') hazards, independent contractors, products and completed operations, and contractual and personal injury liability, as will protect Dade or the City, their respective officers, agents and employees, from any and all claims and damages for personal injury, injury to persons or death, or damage to any property of the City or of the public, which may arise out of or in connection with the performance of any work or operations or use or occupancy by Dade or the City in, on or over the Parking Garage or the Trade Center, as the case may be, or the Land or Dernised Premises. This coverage shall include, but shall not be limited to a combined single limit of Ten iMillion Dollars ($10,000,000.00), for personal injury, injury to persons or death or for property damage. The policy covering this insurance shall be endorsed to cover the contractual liability of the City or Dade, as the case may be, under Section 704 to the other party hereto, and their respective officers, agents and employees, and the other parties hereto shall be named as an additional insured under this policy. The City and Dade shall provide such insurance and continue it in effect at all times throughout the Term of this Lease. Liability insurance with respect to entrances, exits and passageways to or through the Parking, Garage and all facilities or improvements in connection therewith, including lobbies, loading; area;. mechanical areas, road.��ys, r:+nips, stairs, moving; stairs, elevators (and pits and headhouses therefor) and any other facilities within the Parking; Garage to be used by Dade and the City shall be kept and maintained at the expense of the City. -31- (d) The City and Dade shall, at all times from the date of commencement of construction of the Parking Garage and Trade Center, respectively, and during the Term of this Lease, provide Workmens' Compensation Insurance protecting the City's and Dade's respective liability under the Workmen's Compensation Act. (e) At all times from the Rent Commencement Date and during the Term of this Lease, Dade shall provide, as may reasonably be required by the City, loss of rent insurance (providing for the payment to the City for a period of up to 2 years of an amount equal to the Rent payable under this lease, and sprinkler leakage insurance protecting both the City and Dade and in an amount reasonably necessary to cover any such loss. (f) Dade and the City shall secure and maintain, during and of ter the construction period, such comprehensive automobile liability insurance, including non -owned and hired car coverage, as will protect Dade and the City from any and all claims and damages for personal injury or death or property damage to any property of the City or Bade, as the case may be, or of the public which may arise out of or in connection with the performance of any work or operations done by or for Dade, or the City in connection with the development or operation of the Parking Garage or the Trade Center during and after the construction period whether such wort: or operations be by Dade, or the City, or their respective contractors or sub -contractors, or by anyone directly or indirectly employed by any of them. The amount of such insurance shall be not loss that a combined single limit of Ten Million Dollars ($10,000,000.00) for injury or death or for property damage. -32- During the construction of the narking Garage and the Trade Center, respectively, the City shall cause its contractors and subcontractors and Dade shall cause its contractors and subcontractors to provide and keep in force the insurance set forth in subsections (c) and (d) above. Section 702 Responsible Insurance Companies; Copies of Policies. All insurance required to be carried hereunder 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. Such policies may provide for deductibles not to exceed 1% of the replacement cost of the respective improvements as most recently determined by the insurers thereof. Each party will deliver to the other original, duplicate original or certified copies of all policies of insurance required under Section 701. Each party will furnish to the other evidence of payment of premiums on all the above policies; such policies shall provide that they may not be cancelled or modified without the consent of the City, Dade, the Trustee and any Leasehold 1lortgagee except that cancellation for non-payment of premium may be made after giving not less than 10 days written notice thereof to the City, Dade, the Trustee and any Leasehold Mortgagee; and such policies shall contain a standard first mortgage endorsement substantially equivalent to the Now York standard mortgagee cl Muse. Section 703 Obtaining histirance Upon the Other Varty's Viiilure- If dither party should fail to procure any insurance required to be maintained hereunder, or to pay the premiums thereon, the other party may, but shall not be required to, procure the same and pay %uch premiums and, it so procured or paid, the -33- 4 `h cost thereof shell be due and payable to such procuring party by the other party on demand with interest at the Prime [fate. Section 704 Indemnities. The City and Dade shall at all times indemnify and save harmless, or cause to be indemnified and saved harmless, Dade or the City, respectively, and their respective officers, agents and employees, from all loss, damage expense, claims and actions which they or any of them may suffer or sustain or which may be asserted or instituted against them or any of them growing directly or indirectly out of loss of life or damage or injury to persons whomsoever or property to whomsoever belonging occuring during and in connection with: (i) the work of the City or Dade, respectively, and their respective contractors and subcontractors, and their respective officers, agents and employees of erecting, constructing, inspecting, repairing, changing, improving, renewing, rebuilding, altering or maintaining, both initially and from time to time throughout the Term of this Lease, the Parking Garage and the Trade Center, and the sidewalks, roadways and curbs fronting or abutting the Land, or any part of any thereof, or (ii) the use, condition, operation or occupancy of the improvements and facilities on respectively, the Excepted Premises and the Demised Premises, including with respect to the Excepted Premises, the areas and facilities therein and in the Demised Premises that are to be operated and maintained by the City and including with respect to the Demised Premises, the areas and facilities therein and in the Excepted Premises that are to be operated and maintained by Dade, or - 34- (iii) the collapse of all or any part of any of the respective facilities and improvements referred to in the foregoing clause (ii) or of any work of the City or bade, as the case may be, in connection therewith which may occur at any time or from time to tim e, unless due to the sole negligence of the indemnified party or their officers, agents or employees. t -35- ARTICLE: Villl DAMAC,E Section 801 Damc ;e to Trade Center. In the event that, during the Term of this Lease, the Trade Center, or any part thereof, shall be damaged 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 Dade as provided in Article V11, then except as provided below, Dade at its own cost and expense, shall repair, restore or rebuild the Trade Center to substantially the condition existing or required to be existing (if the standards of Section 602 have not been maintained) prior to such damage or destruction or, in the alternative in such other manner as may be agreed upon by the City, Dade, the Trustee and any Leasehold %Iortgagee. Such construction shall be performed substantially in accordance with the requirements of Article V. Dade shall commence any work of repair, rebuilding or restoration required hereunder within three months f rom the happening of the damage or destruction, subject, however, to delays in the collection of any insurance proceeds to be used for such purpose and obtaining necessary approvals of the appropriate governmental authorities and substantial completion of any work on the underlying Parking Garage as required by Section 802 hereof. fade shall diligently prosecute to completion any such wort: of repair, rebuilding or restoration. Notwithstanding any provision herein to the contrary, Dade's obligation to repair, restore or rebuilt! the Trade Center shall be fully conditional on the City's restoration of the underlying; Parking Garage as required by Section 802 hereot. Further, in its sole discretion, bade, if not in default hereunder, may elect in lice of repairing, restoring or rebuilding; the Trade Center, within twelve months after such fire or c,Lsu�dty by notice given to the, city, to terminate this Lease, provided that the estimated cost of such wort: including all costs that may be capitalized under generally accepted accounting principles, shall exceed 20`16 of the -36- estimated replacement cost for the Trade Center as determined by Appraisal, or if as a result, directly or indirectly, of any casualty to the Trade Center or Parking Garage or both, the Trade Center shall be substantially untenantable for the purposes leased hereunder and such condition will not with due diligence be remedied within 12 months of such casualty. Such notice shall be accompanied by a certified or bank check payable to the City in an amount equal to the greater of: (i) The present value at the time of such casualty of the Rent (in the same amount per annum as is in effect on the date of termination for the period remaining in the initial Term discounted to its then present value at the rate or rates of interest payable on the then outstanding Convention Center and Parking Garage Revenue Bonds); and (ii) The balance, if any, of the insurance proceeds received on account of such casualty after retention by Dade of an amount equal to the value of Dade's interest in the Trade Center and the Detnised Premises immediately preceding such casualty, as determined by Appraisal, subject, however, to the requirements of any Leasehold Mortgagee. After such termination, Dade shall pay to the City in progress payments during the course of debris removal resulting from such fire or casualty, if only the Trade Center debris is to be removed, the total cost of debris removal, or if both the Trade Center and Parking Garage debris is to be re►noved, MILIc's share of the cost of such debris; removal, being that percentage of the total co%t of debris removal equal to the estimated replacement cost of the Trade Center prier to the c,uu.elty divided by the estimated replacement cost of the combined Parking Garage and Trade Center prior to the casucsl ty, as agreed to by the parties or, if the parties cannot agree, as determined by Appraisal. Upon such termination and pay►nvnt, neither party hereto shall have any further rights or obligations hereunder or recourse ..glun,,t the other. -37- 4 9 Section 802 Manage to Parking Garble. In the event that, during the terra of this Lease, the Parking Garage and the appurtenant facilities to the Trade Center within the Parking Garage, or any part thereof, shall be damaged 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 the City, as provided in Article V11, 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 or required to be existing (if the standards of Section 601 have not been maintained) prior to such darnage or destruction or, in the alternative in such other manner as may be agreed upon by the City, Dade, the Trustee and any Leasehold Mortgagee. Such construction shall be performed substantially in accordance with the requirements of Article V. The City shall commence any work of repair, rebuilding or restoration required hereunder within three months frorn the happening of the darnage or destruction, subject, however, to delays in the collection of any insurance proceeds to be used for such purpose and obtaining necessary approvals of the appropriate governmental authorities. The City shall diligently prosecute to completion any such work of repair, rebuilding or restoration or rebuilding. If, within three months of the darnage, destruction or condemnation, the City had not commenced such repair, restoration or rebuilding, or if, having; commenced such work, the City at any time shall not be proceeding diligently with such work, Dade, without waiving its rights under Section 1206, may give notice to the City specifying; that the work has not commenced or the respect or respects in which the wort: is not proceeding; diligently and, if, upon expiration of thirty days after giving of such notice, the,• %%ork has not commenced or is not proceeding; diligently, as the case may be, Dade may perform such repair and restoration as is necessary to cn,rhle its full and unimpeded use and enjoyment of the Trade Center, and the improvements thereon and the rights and - 3S- casements granted hereby acid miry enter upon any part of the Excepted Premises to the extent necessary to perform such work and the cost of any and all such repair and restoration shall be repaid by the City to Dade on demand with interest thereon at the Prime Rate. Notwithstanding any provision herein to the contrary, the City's obligation to repair, restore or rebuild the Parking Garage shall be fully conditional on the agreement by Dade to restore the Trade Center, if darnage has occurred to the Trade Center as required by Section 301 hereof. Section 803 Abatement of Rent. If during the Term, the Parking Garage shall be damaged by fire or casualty Interfering with Dade's use of the Demised Premises as contemplated by this Lease, Rent and other charges thereafter payable by Dade hereunder shall abate proportionately for the period in which, by reason of such darnage, there is such interference with Dade's use of the Demised Premises in an equitable arnount, taking into consideration the area and type of space remaining in the portion of the Demised Premises or the Trade Center not so damaged and the gross income which it is estirn ated Dade will be able to receive theref rorn of ter such event as compared with the gross income receivable by Dade before such event. - 3 9- f `' ARTICLE IX CONDEMNATION -40- Section 902 , . 0ortionrnent of Awards. In the event of a taking of the whole or any portion of the Demised Premises or the Trade Center (and either with or without a taking of all or a part of the right, title and interest of the City in the Land or the Excepted Premises or the Parking Garage), each party shall prosecute its own claim. All the proceeds of the taking (including interest) to which the City and Dade may be entitled shall be determined as follows: (a) The court in such condemnation proceeding, subject to any requirements of any Leasehold Mortgagee and if not prohibited by law, shall be requested to make separate awards to the City, and Dade, and the City, and Dade 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 902(b), and the City, and Dade shall be limited to such separate awards if made by the court, subject to any rights of appeal by the City, and Dade of such award by the court. (b) If such court is prohibited by law from making separate awards to the City, and Dade, or declines to do so, subject to any requirements of any Leasehold Mortgagee, Dade shall receive that portion of the award which is represented by the value of its leasehold interest in the Trade Center and the Dernised Premises immediately preceding the taking less, in the case of a partial taking, the value of their interests in the Trade Center and the demised Premises immediately after the taking, as determined by Appraisal, and the City shall receive the balance. Such award and other proceeds shall be paid to, pooled and held in trust by a savings bank, bank or trust company, or savings and loan association to be selected by the City, and Dade, or, if they fail to agree, by the Trustee, pending; distribution to the City, and Dade as above provided. -41- Section 903 Taking for Temporary Use. If there is a taking; for temporary use or occupancy of the whole or any part of the Demised Premises or the Trade Center or facilities appurtenant thereto 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, Dade and those authorized to exercise such right, the Term of this Lease shall not be reduced or affected in any way, and subject to any requirements of any Leasehold Niortgagee, 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 annum as in effect immediately preceding such taking), or, in the case of a partial taking, that portion of the Rent attributable on a pro rata basis to the portion so taken, due to the City during the period of such taking, discounted to its then present worth at the Bond Rate, shall be paid to, pooled and held in trust by a savings bank, bank or trust company, or savings and loan association (for purposes of this section referred to as the "Bank") to be selected by the City, and Dade, or if they fail to agree, by the Trustee, pending distribution in the manner provided below and the balance of such award shall be paid to Dade. Any sums so deposited in trust shall be invested in obligations of the United States of America or such other securities as the City, and Dade may agree upon. The Bang: shall during; the period of such taking pay the Rent, frorn 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 Dade. (b) If the period of the takings in respect of which the award is made is equal to or more than 5 years, Dade shall furnish assurances in form reasonably satisfactory to the City as to the payment of (tent or, in the case of a partial taking, such portion of -42- the Rent, over the period of the temporary taking. 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, Dade shall furnish assurances in the form satisfactory to the City with respect to the payment of Rent, should Dade exercise its option to renew. If Dade 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 904 Prosecution of Fixture Claims. The City, and Dade 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 irnprovcments. Section 905 Appearance in Condemnation Proceedings. The City, and Dade 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 Dade shall receive notice of any proposed or pending condemnation proceedings affecting the Dernised Premises or the Excepted Premises, the party receiving such notice shall promptly notify the other party of the receipt and contents thereof. -43- ARTICLE X ASSIGNMENT, SUIILETTING, MORTGAGING Section 1001 Consent Required. Except as other wise expressly provided in this Article, Dade covenants (a) not to assign or otherwise transfer this Lease or the term and estate hereby granted, (b) not to sublet the Demised Premises and the Trade Center or any part thereof or allow the same to be used, occupied or utilized by anyone other than Dade and W not to mortgage, pledge, encumber Dade's leasehold interest in the Demised Premises or any part thereof, in any manner by reason of any act or ornission on the part of Dade, without in each instance obtaining the prior written consent of the City. The City shall not withhold its consent under this Section 1001 to (i) a mortgage, pledge or other encumbrance of Dade's leasehold interest by mortgage or other security instrument to a reputable Leasehold %lortdagee (including; a sale to and leaseback from such Leasehold Mortgagee) or resulting from the foreclosure (termination of such sale and leaseback transaction) by such Leasehold %Iortg;ag;ee or a deed in lieu of such foreclosure, or 00 or assignment, sublease or other transfer to a reputable corporation or other entity, if in the case of either (i) or (ii) above, such Leasehold %lortgageee or transferee, at the time of making such mortgage or transfer, is reasonably determined by the City to have, of ter taking; into account a reasonable projection of rental income f rorn the Trade Center, net worth skiff icient to pay the Rent and operate and maintain the Trade Center as required hereunder. Section 1002 Exceptions The provisions of section 1001(a), (b) and (c) shall not apply to: (a) transactions with a corporation into or with %%hich Dade is rnerg;ed or consolidated or to which substantially all of Fade's assets are transferred or to any corporation which controls or is controlled by Dade (b) rentals of space in the Trade Center to occupancy tenants. -44- Section 1003 Requirements for Assignments or Transfer. Any assignment, sublease or transfer. Whether made with the CityN consent pursuant to section 1001 or without the City's consent pursuant to Section 1002(a), 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 in form and substance satisfactory to the city, whereby the assignee, sublessee or transferee shall assume the obligations and performance of this Lease and agree to be personally bound by and upon all of the covenants, agreements, terms, provisions and conditions hereof on the part of Dade to be performed or observed and whereby the assignee, sublessee or transferee shall agree that the provisions in Section 1001 shall, notwithstanding such an assignment, sublease or transfer, continue to be binding upon it with respect to all future assignments, subleases and transfers. Section 1004 Covenant Not To Assign, Sublet or Transfer. Dade covenants not to assign, sublet or transfer its interest hereunder, except as allowed by Section 1002 and clause (i) of Section 1001, until substantial completion of construction of the Trade Center (as defined in the construction contract therefor) unless such transfer is required, either directly or indirectly, as a result of regulatory action by any governmental agency having jurisdiction over savings and loan associations. Further, Dade covenants not to assign. sublet or transfer its interest hereunder, except as allowed by section 1002 and clause (i) of section 1001, after substantial completion of construction of the Trade Center unless, at such time, Bade pays to the City an amount that is the lesser of (a) the Net Proceeds (as defined below), or (b) $4,104,000 with respect to a transfer during; the calendar year in which substantial completion of construction occurs, and, with respect to a transfer in any of the next ten years after substantial completion of construction occurs, an amount equal to $4,104,000, less $410.400 for each year that has passed since substantial completion of construction has or -cured. All Net Proceeds received by Dade after the -45- City has been paid such amount shall be retained by trade. This provision shall not apply to transfers subsequent to an initial transfer by Dade, so long as such transfer is made at "arms -length" with a non-affiliated transferee. "Net Proceeds" shall mean the proceeds of such transfer that remain after deduction for the expenses of such transfer and the return to Dade of the capital invested by it in the Demised Premises and the Trade Center. Dade's obligation to pay sums to the City as described in this Section 1003 shall be diminished by any sums reimbursed by Dade to the U. S. Department of Housing and Urban Development with respect to the UDAG Grant to the City. Upon an assignment or transfer by Dade of all or substantially all of its interest under this Lease, made with the City's consent under Section 1001 Dade shall have no further responsibility or liability hereunder except for obligations accrued prior to such assignment of transfer. Section 1005 Notice to Leaehold Mortgagee. Promptly after a mortgage, pledge or encumber of its leasehold estate, pursuant to Section 1001 of this Lease, Dade shall furnish the City a written notice setting forth the name and address of the Leasehold Mortgage. The City shall furnish the said Leasehold Mortgagee with any notice sent to Dade under this Lease, and no such notice shall be deemed to have been properly given unless a copy thereof shall have been sent to such Leasehold %,Iortgagee; provided, however, (a) the City shall not be obligated to furnish notices to any Leasehold Mortgagee the name and address of which have not been provided to the City and (b) 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, tiling, act or omissiion was required and the consent or approval of Dade as to such person, thing, act or omission shall be deemed conclusive. -46- PON Section 1006 Nondisturbance. The City shall from time to time, promptly upon request of Dade and if the respective sublessee is satisfactory to the City, enter into agreements with Dade and one or more subtenants of Dade which agreements shall provide that in the event of a termination of this Lease, the possession of such subtenants and the enjoyment of all rights and privileges hereunder by such subtenants, shall not be disturbed so long as such subtenants shall agree that upon request of the City following a termination of this Lease, the subtenants will attorn to the City and will execute and deliver such instrument as the City may require in order to confirm such attorninent. -47- • ARTICLE XI URBAN DEVELOPMENT ACTION GRANT PROVISIONS Section 1101 Definitions. The following terms shall have the following respective meanings in this Article., (a) "Act" means the Housing and Commuhity Development Act of 19141 pub, L. No, 93-333, as amended. (b) "Grant Agreement" means UDAG Grant Agreement Number, f3-30-AA-12- 0009 subject to such waivers of provisions therein or extensions of time' granted thereunder granted by the Secretary or his designee. (c) "Grant Revenues" means the UDAG percentage of: (i) any gross income earned from:the disposition of real or'person11. al property acquired in whole or in part by the .use of grant funds; (ii) the repayment proceeds (including principal -and interest) of any loan made in whole or`in part by the use of grant funds; and (ill) any gross income frorn a grant supported activity ,where it is specifically declared: at Exhibit A to the Grant Agreement that the income from such activity shall be deemed :to be Grant' Revenues. The "UDAG percentage", means an amount computed by applying the percentage of participation of UDAG funds in the total cost of acquisition of property or in the total amount of a loan, or in the total cost of grant -supported activity, to the ;gross income from the disposition' -of such property, the total repayment proceeds of such loan, or the gross income from such grant -supported activity. (d) "Non-UDAG Funded Activities" means those activities not directly assisted with UDAG Program funds, the assured completion of which was relied upon by the Secretary in selecting the Recipient for the award of funds under the Grant Agreement, which activities are more particularly described in Exhibit C to the Grant ' Agreement. -4S- (e) "Participating Party" means, for purposes of this Lease, Dade. Identification as a "Participating Party" signifies that the Secretary, in selecting Recipient for the award of the grant, relied in material part upon a representation that the party so identified will, in consideration of the grant, undertake and complete one or more specified UDAG Funded Activities or Non-UDAG Funded Activities. (f) "Project" means the group of integrally related activities described in Exhibits B and C to the Grant Agreement which are to be carried out to meet the objectives of the UDAG Program, and includes all UDAG Funded Activities together will all Non-UDAG Funded Activities. (g) "Recipient" means the local government entity receiving UDAG Program funds pursuant to the Grant Agreement, as more particularly identified on the cover page to the Grant Agreement, specifically, in this case the City of Miami, Florida. (h) "Secretary" means the Secretary of the United States Department of Housing and Urban Development or any other official of such department to whom the Secretary has delegated authority to act with respect to matters covered by the Grant Agreement. (i) "UDAG" means Urban Development Action Grant. (j) "UDAG Funded Activities" means those activities to be directly assisted with UDAG Program funds, which activities are more particularly described in Exhibit B to the Grant Agreement. (k) "UDAG Program" means the Urban Development Action Grant Program established by the United States Department of Housing and Urban Development pursuant to Section 1 19 of the Act. (1) "UDAG Regulations" means the regulations set forth in 24 C.F.R. Part 570, Subpart G, as the same may f rom time to time be amended. Section 1102 Escrow of Grant Revenues. Upon instruction by the Secretary, such Grant Revenues as are received by the -49- Participating Party, prior to the completion of all 11DAG Funded Activities, shall be deposited in escrow under arrangements approved by the Secretary, in order to provide funds to assure the completion of the UDAG Funded Activities. Section 1103 Grant Revenues Applied to Costs. Such Grant Revenues as are received by the Participating Party prior to the completion of all UDAG Funded Activities, shall be transmitted to the Recipient for use in reimbursing costs incurred for UDAG Funded Activities. Section 1104 Grant Revenues for Title I Activities. Such Grant Revenues as are received by the Participating Party after the completion of all UDAG Funded Activities, shall, at the option of the Recipient, either be transmitted to the Recipient or used by the Participating Party, subject to the approval of the Recipient, for community and econornic development activities which would be eligible for assistance under Title 1 of the Act. Section 1105 Assurance of Governmental Approvals. The Participating Party and the Recipient represent and warrant that they have obtained, or have reasonable asurance that there will be obtained, all Federal, State and local governmental approvals and reviews required by law to be obtained by such Participating Party and Recipient for the Project. Section 1106 Completion of Project. The Participating Party acknowledges that the Secretary, in selectring the Recipient for the award of this grant, relied in material part upon the assured completion of the activities to be undertaken by the Participating Party in connection with the Project; and the Participating Party assures the Recipient that such activities will be completed by the Participating Party. - 50- Section 1107 Assurances of Projected Jobs. The Participating Party represents, warrants, and covenants that it will use its best efforts to create or cause to be created, within 60 months after the date hereof, 600 new job opportunities, including 150 permanent new job opportunities for persons who, at the One of their employment, will be persons of loth and moderate income. In order to assist and enable the Recipient to report to the Secretary as the Secretary may require, the participating Party agrees to report to the Recipient, .ir. 411- Recipient may from time to time require, on the numbers and kinds (if p1t)-+ created or caused to be created and filled. Section 1108 Maintaining Records and Rights to Inspect. The Participating Party shall keep and maintain books, records and other documents relating directly to the receipt and disbursement of grant funds; and any duly authorized representative of the Secretary or Comptroller General of the United States shall, at all reasonable times, have access to and the right to inspec i, copy, audit, and examine all such books, records and other documents of the Participating Party until the completion of all close-outs procedures respecting the grant, and until the find settlement and conclusion of all issues arising out of the grant or under the Grant Agreement. Section 1109 Access to Project. The Participating Party agrees that any duly authorized representatives of the Secretary shall, at all reasonable times, have access to any portion of the Project in which the Participating Party is involved. The period of such right to access shall be the same as that set forth in Section 110y. Section l I 10 No Assignment or Succession. The Participating Party agrees and acknowledges that no transfer of grant funds by the Recipient to the Participating Party shrill he or be deemed an assignment -51- of grant funds, and the Participating Party shall neither succeed to any rights, benefits or advantages of the Recipient under the Grant Agreement, nor attain any rights, privileges, authorities or interests in or under the Grant Agreement. Section 1 l 11 Secretary Approval of Amendments. During the term of the Grant Agreement, any agreement between the Recipient and Participating Party required to be submitted to and approved or accepted by the Secretary shall not be amended in any material respect, after such approval and acceptance, without the prior written approval of the Secretary, and an amendment shall be deemed "material", within the meaning of the above provision, if it cancels or reduces any development, construction, job creating, or financial obligation of the Participating Party by more than ten percent, or if it changes the situs or character of any development activity, or if it increases any time for performance by which the Participating Party by more than ten percent; provided, that an increase in any tirne for performance which does not exceed 30 days, shall not be deemed "inaterizil.". Section 1112 Disclaimer of Relationsahip. The Participating Party agrees that nothing contained in the Grant Agreement, or in any agreement between the Recipient and the Participating Party, nor any act of the Secretary, or of the Recipient, or of any of the parties hereto, shall be deemed or construed by zwy of the parties, or by the third persons, to create any relationship of third -party beneficiary, or of principal and agent, or of limited or general partnership, or of joint venture, or any association or relationship involving the Secretary. Section 1113 Other UDAG Provisions. The Participating Party agrees that its activities hereunder are and will at all times consistent with the provisions of Section 119 of the Act and the UDAG Regulations. -52- ARTICLE X11 DEFAULT Section 1201 Events of Default. This Lease and the Initial Term hereof are subject to the limitation that if, at any time during the Term hereof, any one or more of the following events shall arctrr, that is to say: (a) If Dade shall fail to pay all or any 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 days after notice thereof f rom the City or Dade; or (b) If Dade shall fail to perform or observe any other requirement of this Lease (not hereinbefore in this Section referred to) to be performed or observed by Dade (except for the failure to observe or perform the requirements of Article 1V, the remedies for which shall be limited io those provided in Section 302(d) and Article 1V of this Lease), and such failure shall continue for sixty days after notice therof from the City to Dade; provided, however, that if such failure cannot be cured in sixty days, Bade shall have the right to begin to cure such default within said sixty days and to proceed therewith with reasonable promptness and diligence (and in the manner required by this Lease, including; providing indemnity or security to the City if this Lease provides for the furnishing of same to the City), then such sixty day period shall be extended for such time as may reasonably be necessary to enable Dade by proceeding; with diligence to remedy its failure; then upon the happening, of any one or more of the aforementioned Events of Default, the City may terminate this Lease upon giving not less than five days notice to Dade which shall state the, date of termination of this Lease, and, except as - 53- r otherwise provided in Section 1205, at the expiration of such five days or such longer period as may be specified in the notice, this Lease and all the right, title and interest of Dade hereunder shall terminate and wholly cease and expire, and Dade shall quit and surrender the Demised Premises to the City, but Dade shall remain liable as hereinaf ter set forth. Section 1202 Remedies. In the event of termination of this Lease by the City pursuant to Section 1201, the City may (a) Without prior notice or demand given to Dade or to any tenant or subtenant of Dade, re-enter upon and take possession of the Dernised Premises, including the Trade Center, and Dade shall peaceably deliver possession of the same to the City; (b) With or without re-entering the Demised Premises or the Trade Center, and without prior notice or de►nand given to Dade or any tenant, subtenant or sub -subtenant of Dade, subject to the rights of subtenants and sub -subtenants under non -disturbance agreements given pursuant to Section 1005 hereof, remove all persons and their property therefrom, including all tenants, subtenants and sub -subtenants of Dade, without being liable to any suit or action, civil or criminal, by reason therof, and Dade 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 legal authority; (c) With or without re-entering the Demised Premises or the Trade Center, subject to such rights of subtenants and sub -subtenants, collect and retain without accountability to Dade all rents, issues, income and profits from the Dernised Premises or the Trade Center; and (d) If Dade shall not have completed construction of the improvements to be made by it pursuant to Article V, the City may dernolish and remove all or any - 54- part of such improvements and tale over and complete, or arrange for another tenant to take over and complete, the construction work of Dade set forth in Article V, or may construct or arrange for another tenant to construct oth'!r and different improvements upon the dernised Premises, as it shall from time to time elect. Such improvements on the dernised Premises may compete with any business or activities of Dade ar any tenant of Dade or any person, firm or corporation controlling, controlled by or under common control with Dade. In srrcrh event, Dade shall, if requested by the City, transfer and assign to the City, to the extent it is legally able to do so and without cost or expense to the City, all of the plans and specifications, contracts, agreements, rights and options of Dade relating to the construction, financing or leasing of the improvements to the Dernised Premises and Trade Center. The City shall -not be obligated to pay or to reimburse Dade for the cost or value of any improvements made by Dade to the Demised Premises, and Dade hereby waives all claims which it may have for any such payments or reimbursement. The exercise by the City of any right given by this Section shall not be deemed to be exclusive or to constitute an election and shell not prevent the City from exercising the other rights given in this Section or in this Article, including, without limitation, the collection by the City of damages from Dade for breach of this Lease. 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; and no action taken or omitted by the City in case of an Event of Default by Dade shall be deemed a waiver of such default, and the waiver of a particular Event of Ilrfault shall not be deemed a waiver of any other dcf aul t or a waiver of the s:uno default again occurring. The rights of the City given by this Section 1202 are expressly subject to the rights of the Leasehold Mortgagees given by Section 1205. -55- 0 Section 1203 ! arnages. (a) Amount; Reletting. In case of any such termination of this Lease by the City, Dade shall pay to the City upon demand (i) all expenses which the City may have then incurred or may thereafter incur for legal expenses, attorneys' fees, brokerage fees and commissions in repossessing and reletting the Dernised Premises and all costs or expenses incurred by the City in restoring the Dernised Premises to good order and condition, (ii) all past due Rent or other sums owing to the City from Dade under the terms of this Lease; and (iii) interest at the Prime Rate on the foregoing sums. The City may relet the Demised Premises, in whole or in part, for such term or terms of years as the City may choose, which may be for a term longer or shorter than the remainder of this current term at the time of termination of this Lease, and (unless the statute or rule of law which governs the proceedings in which damages are to be proved shall limit the amount of darnages which may be proved and allowed, in which case the City shall be entitled to prove as and for its damages and have allowed an amount equal to the maximum allowed under such statute or rule of law), Dade shall be obligated to and shall pay to the City, upon demand and in addition to the amount hereinbefore provided 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 (or from the end of the period in respect to which the City shall have collected darnages from Dade 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 Dernised Premises from the time that the City obtained possession of the Dernised Premises to the original termination date of the then current term of this Lease, each discounted to its then present worth at the Fond hate, plus interest the.ron at the Prime rate from the date of termination of this Lease until such surn is paid. In determining said rental value of the Dernised Premises, the rental value realized by any reletting, if such relettini; be accomplished by the City within a reasonable time after such terminatin of this Lease and upon - 5G- 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. (b) Interim payments. Until such time as the City shall have collected damages from Dade pursuant to subsection (a) above, Dade shall be obligated to and shall pay to the City, upon demand and in addition to the other amounts hereinbefore provided for, 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 proceeding quarter for all items which by the terms of this Lease were required to be paid by Dade and were not part of the Rent, plus the Rent (in the same amount per annum as in of f ect at the time of such default) which would have been payable by Dade if this Lease had not terminated, over the rents, if any, collected by the City from the Dernised Premises for such quarter, plus interest theron at the Prime Pate from the end of each quarter until such sum is paid, and any suit or action brought to collect such amounts due by Bade 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. Dade shall not be relieved of its obligations to pay such damages by reason 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 Dernised Premises to be made by Dade were not completed by Dade and the City shall go forward with construction of any improvements to the Demised Prernlses which the City may elect to have• made. Smtion 1204 Waiver of Right of Redemption. Subject to the provisions of Section 1205, 1).ido for itself and all persons claiming through or under I)ade, inc:ludirn; its creditors, upon the termination of this Lease as provided in Soction 1201, hereby waives to the extent permitted by law any and all right or equity of redemption provided or permitted by any Statute, law or - 5J- OL 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 term and any renewal term hereof. Section 1205 Rights of Leasehold Mortgagees. (a) The City agrees to accept performance and compliance by any Leasehold Mortgagee of and with any term, covenant, agreement, provision or limitation on Dade's part to be kept, observed or performed by Dade. If a Leasehold Mortgagee shall acquire the leasehold estate in the Demised Premises by foreclosure or otherwise, then, in such event, this Lease shall continued 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 wiv 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) The City agrees that following an Event of Default it will take no action to terminate the Tcrm, nor to re-enter and take possession of the Dcrnised Premises unless it shall first give each Leasehold Mortgagee notice specifying such Event of Default and stetting the City's intention either to terminate the Trnn or to re-enter and take possession of the Demised Premises on a date specified in such notice. Notwithstanding st.rch notice, the Term shall not be terminated, nor shall the City re- enter 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 days after the date such notice is given any Leasehold Mortgagee shall make such payment, or (ii) - 55- 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 the Leasehold Mortgagee, within thirty 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 deern necessary to obtain such possession and thereafter diligently prosecutes such action and promptly upon obtaining such possession commences (and thereafter diligently pursues) the curing of such default. W 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 shall enter into a new lease of the Dernised Premises with a Leasehold Mortgagee or, at the request of such Leasehold titortgagee but subject to the same requirements set forth in Section 1001 for an assignment by Dade, with an assignee, designee Mortgagee or, at the request of such Leasehold Mortgagee with an assignee, designee, a norninee 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, provided W such Leasehold Mortgagee makes written request upon the City for such new lease within thirty days after the giving of such written notice of termination and such written request is accomanied by payment to the City of all amounts then due to the City of which the City shall have given the Leasehold Mortgagee notice, 00 the Leasehold Mortggee pays or causes to be paid to the City at the time of the execution and deliver of such new lease any and .ill 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 land all expenses including; reasonable counsel fees, court costs and costs arid disbursements incurred by the City in connection with any such termination or in connection with the execution and delivery of such new lease, less the net income from the Dernised Premises collected by the City subsequent to the - 59- date of the termination of this Lease and prior to the execution and delivery of such new lease, and OR) the Leasehold Mortgagee agrees to cure, within thirty (30) days after the execution and delivery of such new lease, all uncured events of Default of which the City shall have given such Leasehold Mortgagee notice, or if any such event of Default cannot be cured within such period, such Leasehold Mortgagee agrees to commence, within such period, to cure such Event of Default and thereafter pursues the same with due diligence. if the City receives written requests in accordance with the provisions of this Section from more than one person, the City shall only be required to deliver the new lease to the Leasehold Mortgagee who is, among those Leasehold Mortgagees requesting a new lease, the holder of the most junior Leasehold Mortgage, provided that such Leasehold Mortgagee shall, not later than the execution of such new lease, pay in full the surns secured by all Leasehold Mortgages which are prior in lien to the Leasehold Mortgage held by such Leasehold Mortgagee. Any new lease made pursuant to this paragraph 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 priority in time and in right as this Lease and shal have the benefit of all of the right, title, powers and privileges of Dade hereunder in and to the Demised Premises and the Trade center. At Dade request, the City will enter into an agreement with any Leasehold Mortgagee granting to such Leasehold Mortgagee the rights set forth in this Section 1205. (d) This Lease shall not be modified, amended, surrendered, cancelled or wholly or partially terminated by Dade, nor shall any waiver of Dade's right hereunder or any approval or consent of Dade required hereunder be effective, without the written consent of each Leasehold Mortgagee whose name and address shall have been furnished to the City pursuant to Section 1004. -60- f Section 1206 Defaults by the City. if the City at any time during the Term shall fail to observe or perform any of the City's covenants, agreements or obligations hereunder, and if any such default shall not be cured, as to any default resulting from the nonpayment of money, within 30 days after receipt of written or telegraphic notice thereof by Dade or, as to any other default, within 60 days after Dade shall have given to the City written notice specifying such default or, in the case of any default not resulting from the nonpayment of money which cannot with diligence be cured within such 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, it being intended, in connection with a default not susceptible of being cured with diligence within such 60 day period, 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 Dade to the fullest extent permitted by law, shall have the right to elect and pursue any one or rnore of the following remedies: (a) the right to 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 capacity as such, but not personally; and (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 remedying of such def aul t 10 A r ARTICLE XIII GENERAL PROVISIONS Secdon 1301 Ownership of Improvements. The title to the Parking Garage and the Trade Center and to any additions or improvements to any thereof shall vest in, and shall be and become the sole and absolute property of the City and Dade, respectively; provided, however, upon termination of this Lease, either by default or expiration of term, subject to the provisions of Section 1205, the Trade Center and any additions or improvements thereto shall become the absolute property of the City, clear of all encumbrances and charges, and without cost of any kind to the City. Section 1302 Covenant of Title; Quiet Enjoyment. The City covenants and warrants with and to Dade that the City has good record and rnar.:etable title to the Demised Premises, free of liens, charges or encumbrances and that the City has good right, full power and lawful authority to demise and lease the Demised Premises in the manner and form herein done or intended so to be. Dade, on paying the Rent and other sums payable by Dade hereunder as and when the same shall become due and payable and observing and performing the covenants, conditions, limitations and agreements herein contained on the part of Dade to be observed and performed, all as herein provided, shall and may lawfully, peaceably and quietly have, hold and enjoy the Dernised Premises during the Term, without hindrance, ejection or molestation by the City or any person or persons claiming by, through or under the City, subjer.t, however, to all the provisions of this Lease. Section 1303 End of Tenn. Dade shall peaceably give up and surrender possession of the Demised Premises and every put thereof unto the City at the expiration or sooner termination of the Term of this Lease, together with the improvements and all fixtures and -62- facilities therein, or forming part thereof, or appurtenant thereto, in good condition and repair, fire or other casualty and reasonable use and wear thereof excepted. Section 1304 Headings. Tile headings of the Articles, Sections and subsections herein are inserted only as a matter of convenience and for reference and in no way define, limit or prescribe the scope or intent of this Lease or in any way affect the interpretation of this Lease. Section 1305 Notices. Any notice, demand, direction, request or other instrument authorized or required by this Lease to be given shall be deemed to have been sufficiently given or filed for all purposes of this Lease if and when deposited in the U. S. mail, sent by registered mail, return receipt requested to the respective addresses set forth on the cover hereof or herein. The parties hereto may, by notice given hereunder, designate any further or different addresses to which subsequent communications under this Lease may be sent. Section 1306 Approvals, Consents. Wherever in this Lease provision is made for "approval of" or "consent to" a person, act or ornission, unless otherwise specifically provided, in all cases, such approvals or consents shall be evidenced by a notice in the manner set forth in Section 1305, and srich approval or consents shall not be unreasonably withheld or delayed by the party required to give the same. Section 1307 rsto?pd Certificates. Each Marty ,threes, at crn� time and from time to time, as requested by the other party, ul)on 110t less than ten 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 ;uid stating; the modifications), certifying the dates to which the Rent and other charges 1►ercundor have been paid, and Stating whether or not, to the best -63- 10 01�, 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 signed may have knowledge, it being intended that any such statement delivered pursuant hereto may be relied upon by others with whom the party requesting such certificate may be dealing. Section 1303 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 Dade except as specifically permitted herein. Section 1309 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 agreement is in writing signed by the parties to this Lease and approved by the Trustee and any Leasehold Mortgagee. Section 1310 City's Obligations. Any obligation of the City or any liability imposed on the City under or pursuant to this Lease shall be payable solely out of revenues of the City derived by the City from the operation of the Parking Garage and from other revenues of the City lawfully available therefor, exclusive of revenues derived from real property and intangible personal property. Section 1311 Governing Law. This Lease and the right% of the parties hereto shall be governed by and construed in accordance with the laws of the State of Florida. -64- IN WITNESS WHEREOF, THE CITY OF MIAMI, FLORIDA, has caused this Lease Agreement to be executed in its name and on its behalf by its City Manager or Assistant City Manager, and the official seal of said City to be affixed and attested by the City Clerk or the Deputy City Clerk of said City thereunto duly authorized and DADE SAVINGS AND LOAN ASSOCIATION has caused this Lease Agreement to be executed in its name and on its behalf by its President and its corporate seal to be hereto affixed and attested by its Secretary or an assistant secreatary, thereunto duly authorized, as of the day and year first above written. THE CITY OF MIAMI, FLORIDA (Official Seal) ATTEST: City Clerk (Corporate Seal) ATTEST: Secretary APPROVED AS TO DORM AND COItI;I-CTNESS George 17. Knox, Jr. City Attorney City Manager DADE SAVINGS AND LOAN ASSOCIATION -65- President ,APPROVED AS TO CONTENT Jaynes J. Connoly, Project Director, Director Convention Canter Draft 6/12/8f AGREE M E N T THIS AGREEMENT entered into this day of June, 1980 by and among TIIE CITY OF MIMII, FLORIDA(hereinafter called the "City"), DADE SAVINGS AND LOAN ASSOCIATION(hereinafter called "Dade"), SEFRIUS CORP., a Delaware corporation and MIAMI WORLD TRADE CENTER, INC., a Florida corporation (here- inafter collectively called "Sefrius") and EARL WORSITAt•I, an individual and MIAMI CENTER ASSOCIATES, INC., a Florida cor- poration(hereinafter collectively called "Worsham") ; W I T N E S S E T H: WHEREAS, Worsham did present to the City a plan for the development of a convention center, hotel and attendant parking facilities; and WHEREAS, Worsham was granted a. right of first refusal with regard to whatever development was to take place in the air space above the parking facilities; and WIiEREAS, Sefr.ius, Worsham and Dade have presented to the City plans for the development of a world trade canter in the .air space above the rar}:ing Garage; and WHEREAS, Dade did agree that it would be interested in being the prime tenant in the trade center; and WHERE -AS, the construction of the Convention Center and the Itotel have commenced and by the terms of certain contractual arrangements the Parking Garage rust he ready for occnir,ancy on or before February 1, 1982 and construction on the said garage must begin by a time that will permit such occupancy date to be met; and WHEREAS, Miami Center Associates, Inc. and the City have executed a contract designated "Turnkey Design and Development Contract" for the construction of a parking garage providing not fewer than 1450 parking spaces, with foundations and supports to permit the use of the air rights for the construction of a commercial building of 500,000 gross, leaseable square feet of space; and WHEREAS, the commencement of construction of the Parking Garage under said Turnkey Contract requires that the City sell its revenue bonds some time during the month of June, and the City finds it necessary to expedite the completion of arrange- ments respecting the leasing of the air rights; and WHEITAS, in order to sell its revenue bonds, as authorized by resolution of the City Commission, the City and Dade propose entering into a lease agreement (the "Lease") pursuant to which the City will lease to Dadc certain air rights over, and other rights in, the Parking Garago and grant certain easements to Dade, subject to tho terms and provisions thereof for use in constructing a Trade Center; and WHEt'A5, it is providers in the Lease, inter alia, that (i) the plans and specifications for tht! Par}:inLt Garage shall be subject to Dade1:1 approval liriited to Dade's determination of whother they corinly with the standards in Exhibit C of the Loase; (ii) Dade may propose chan-Ies or additions to such -2- and plans and specifications respecting architectural and aesthetic features to meet special needs of the special design of the Trade Center or to harmonize the appearance of the Parking Garage with that of the Trade Center, subject to entering into an agreement with Miami Center Associates, Inc.; WHERE 1S, Dade is prepared to execute the Lease if it is assured that in the event the plans and specifications for the World Trade Center prepared by Sefrius and Worsham are such that the venture, taken in its entirety, is not economically feasible in Dade's opinion, Dade shall have the right to proceed with a trade center or commercial structure of its own design in the air space; and WHEREAS, Dade wishes to be further assured that, if it pro- ceeds with a trade center or a commercial structure of its own design in such air space as aforesaid, the right of first refusal for the air nights claimed by Worsham shall be specifir.,3lly waived by Worsham to the extent hereinafter provided, and all rights of Sefr.ius to participate in the project on any basis are also waived. II01.9, TItEREromI:, it is, mutually agreed by tllc% p lrti os hereto: 1. The parties hereto Accept the truth of each and every one of the statements contained in the forecloing preamble. 2. Worsham agrees that they will prepare plans fol- the development of a 1.150 car parkino clar.age capable of having a -3- /ti 600,000 gross square foot building built upon it,.all in accord- ance with Exhibit "C" of the Air Rights Lease between the City and Dade. 3. Sefrius will have sixty(60) days after the submission of the plans called for in Paragraph 2 hereinabove to submit to Dade the plans for World Trade Center. Dade shall have ten(10) days after the submission of the said plans for the World Trade Center to analyze the plans and determine if the building called for, the development agreement between Sefrius and Dade, and the sublease from Dade to the World Trade Center, I.td., a partner- ship consisting of Sefrius and Worsham yet to be formed, when taken as a whole provide an economically feasible package for Dade. 4. If Dade, at its unilateral option, determines that the plans do not represent a project Dade wishes to engage in, then Dade will notify Sefrius, Worsham and the City of this fact with- in the time limits set forth in Paragraph 3 hereinabove. 5. If. Dade notifies Sefrius, Worsham and the City that it does not wish to go forward with the Sefrius plans, then the City shall have thirty(30) days after receipt of such notice to evidence to rsham and Davie that it wishes to replace Dado with another developer of the air rights spaces, in which care it shall immediately cause Dade to be relieved of all its obligations under the Air Rights Lease and to substitute such other party as the City shall designate. 6. If, and at the time, the City releases Dade of its obli- gation as lessee, Dade and the City shall execute mutual releases as to all claims against one another; however, the City shall reimburse Dade for any expenditures under the lease that Dade has reasonably incurred, including all reasonable expenses of Sefrius and Worsham, not in any event to exceed $ 7. If by thirty(30) days subsequent to the receipt of the notice called for in Paragraph 4 above, the City has either failed to notify Dade that it intends to relieve Dade of its ob- ligation as lessee, or notified Dade that it does not wish to.. relieve it of its obligations as lessee, then Dade, as of that date, shall begin to diligently pursue, in accordance with the terms of the lease, the preparation of plans and specifications for a trade center. 8. If Dade notifies the City under Paragraph 4 above and the City either by notice or failure thereof, in accordance with Paragraph 7 above, indicates it does not wish to relieve Dade of its obligations as lessee, then by execution of this Agreement, Sefrius and Worsham hereby release any and all claims of whatsoever nature in and to the development of, or a first refusal upon, the sit:(-- of the I'.arkind Garacte and all the air rights located thereupon except to the degree, that Vorsham con- tinnes to have his ricllits in the development of the q.-arage itself. When, as and if Dade proceeds forward with its plans for a trade center to be built in the air rights which are the subject of the -5- Lease, Dade herewith agrees that it will, in the course of said construction, comply with the representations made on Dade's behalf or by Dade directly to Urban Development Action Grant (hereinafter called "UDAG") and that Dade will reimburse the City, if any refunds of portions of the UDAG grant are required by UDAG from the City, as the result of Dade's failure to comply with said representations. IN WITNESS WHEREOF, THE CITY OF MIAMI, FLORIDA has caused this Agreement to be executed in its name on its behalf by its City Manager or Assistant City Manager, and the oficial seal of said Citv to be affixed and attested by the City Clerk or the Deput, City Clerk of said City thereunto duly authorized; and DADE SAVINGS AND LOAM ASSOCIATION has caused this Agreement to be executed in its name and on its behalf by its President and its corporate seal to be hereto affixed and attested by its Secretary or an Assistant Secretary, thereunto duly authorized; and SEFRIUS CORP., a Delaware corporation has caused this Agree- ment to be executed in its name and on its behalf by its President and its corporate seal to be hereto affixed and attested by its Secretary or an Assistant Secretary, thereunto duly authorized; and WORLD TRADE Cl N,ri:R, INC., a Florida corporation, has caused this Acjrcoinont to be ex.ocuted iIl its namel and oil its behalf by its President and its corporate seal to be hereto affixed and attested by its Secretary or an Assistant Secretary thereunto duly authorized; and EARL INORSHAIM, an individual, has caused this Agreement to be e .vocuted under his hand and seal; and MIA.MI CENTER ASSOCIATES, INC., a Florida corporation, has caused this Agreement to be executed in its name and on its behalf by its President and its corporate seal to be hereto affixed and attested by its Secretary or an Assistant Secretary thereunto duly authorized, as of the day and year first above written. THE CITY OF MIAMI, FLORIDA (Official Seal) ATTEST: City Clerk (Official Seal) ATTEST: Secretary By City Manager DADE SAVINGS AND LOAN ASSOCIATION By President SEFRIUS CORP. (Official Seal) By ATTEST: President Secretary (Official Seal) ATTEST: Secretary -7- M.IAMI WORLD TRAUI: Cr•.NTER, INC. By President_ rAg (official seal) ATTESTt Secretary STATE OF FLORIDA: (SEAL EARL WORSHAM MIAMI CENTER ASSOCIATES, INC. By President SS: COUNTY OF DADE I HEREBY CERTIFY that on this day personally appeared before me, an officer duly authorized to administer oaths and ta:;e acknow- ledgments, and respectively City Manager and City Clerk of THE CITY OF MI..M1, to me well kno;:n to be the pf-rsons described in and who executed the for.e(Joiriq instrument and the,.' duly acknov.,Io iged before me that th v e.xocuted tho same for the purposes therein expressed as the act and dced of THE CITY OF IMIAMI. IN WIT,!I.SS W11LRi.OF, I have hereunto set my hand and affixed my official seal at Miami, said County and State, this day of 1980. Notary Public, State of Florida My Commission Expires: STATE OF FLORIDA: SS: COUNTY OF DADE•' I IIEPrnY CERTIFY that on this clay personally appeared before me, an officer duly authoriz.cd to administer oaths and take acknow- ledgments and resnecti':,i1;• Fiocretar•.• of D,,DE SA`M.",13 AND LOAN �155(`c'i:,'I'LC'I, a Flori.:,i cc UPC)r�at 611, to .:,e '::��11 ; nc�'.�n to be the F>nL" 30I:`.i i;`S(1ri:;?ci in anl %•:ho extictit'!'l thc' fore'.-oinq iIlstrUr'lerlt all:: they (lul,' ackno-alodTed before me that t;h��'; executed tad sa.^.le for the me purposes therein expressed as tho act and deed of the said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at Miami, said County and State, this dal of , 1980. Notary Public, State of Florida My Commission Expires: STATE OF FLORIDA: SS: COUNTY OF DADE I HEREBY CERTIFY that on this day personally appeared before me, an officer duly authorized to administer oaths and take acknow- ledgments and respectively Presid.2nt and Secretar%, of SEFRIUS CORP. a Dela,..are corporation, to Ine well known to be the persons described in and who e:•:.:�cutorl the forccgoinq instrument and they duly acknowledged before me that they the sar.;e for the purposes therein expresses: as the act anti deed of the said corporation. I:1 :•,T."I171'S:� I ha%re hereunto set my hand and affixed my official. sr -,al at tliami, said County and State, this day of , 1930. Notary Public, State of Florida My Commission Expires: STATE OF FLORIDA: SS: COUNTY OF DADE . I 11EP_I:LY CERTrl'Y that on this day personall;: appeared before me, an officer duly aut-hori^ed to administer oaths anti take acknowlodg- mr-,n t , and re specti%ro1v hr.c::i ?ent anti Socret.ai-%, of MI:1'11 WORIJD TRADE CEINTER, 12:C. , a Plovi da coi-poi-at:l can, Lo me well }-.nnwn to IJO tho persons deacril1,nd Ln and who 4':.oclltod t:lio fore(loiliq inSt2'!lmont and thf.!y duly hc.t'ore 11co th.it thur., e::OetlLOd tale for the' - purposes therein expressed as the act anti llcea of the saki corporation. I'it S: T'1'::1::: t9l1l:I2F:ni', i have_ hereunto set my Nana and a f f i:•:e(1 my official :,c.,il at Mial;li , said County anti State, this day of , 1980. 11ot,-Ir Public, .itacc of M, Co::.aiiss ion Expires: -9- r r" STATE OF FLORIDA: SS: COUNTY OF DADE : I HEREBY CERTIF`i that on this day personally appeared before me, an officer duly authorized to administer oaths and take acknow- ledgments, E7%RL .•1ORSHAP-1, to me well known to be the individual described in and who executed the foregoing instrument and he acknowlcdgcd before me that he executed the same freely and volun- tarily for the purposes therein expressed. Ii1 WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at Miami, said County and State, this day of , 1980. Notary Public, State of Florida My Commission Expires: STATE OF FLORIDA: SS: COUNTY OF DADE I HERB': CERTIFY that on this day personally appeared before me, an officer duly authorized to administer oaths and take acknow- ledgments and resp('�ctivel',' President and Secretary of MIA7,1I CENTER ASSOCIATES, INC., a Florid,' corporation, to me well kno•..n to be the persons described in and who execut ed the foregoing instrument and they duly acl:nc-aledl T('d 1)eLore me that they e::ecutecl the same for the purposes thr�rnin expressed as the act anti deed of the said corporation. I;l ,7I'"';?�: 1dIII:RF:OI', I have hereunto set my hand anti affixed my official seal at r1iami, said County and State, this day of , 1980. 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Box 330708 a municipal corporation Miami, Florida 33133 under the laws of the Attention: State of Florida DADE SAVINGS AND LOAN ASSOCIATION a state - chartered savings and loan association and 101 E. Flagler Street Miami, Florida 33131 Attention: Prepared by: Marshall S. Harris, Esquire 5th Floor 21 Northeast First Avenue Miarni, Florida 33131 PARTIES RECITALS DEMISE SECTION 201 SECTION 201 SECTION 301 SECTION 302 SECTION 303 SECTION 304 SECTION 401 SECTION 402 SECTION 501 SECTION 502 TABLE OF CONTENTS INITIAL TERM RENEWALS ARTICLE 1 DEFINITIONS ARTICLE II TERMS ARTICLE III RENT, GOVERNMENTAL CHARGES AND OTHER SUMS PAYABLE BY DADE PAYMENT OF RENT, GOVERNMENTAL CHARGES AND OTHER SLIMS PAYABLE BY DADE RENT GOVERNMENTAL CHARGES UTILITIES ARTICLE IV USE CITY'S OBLIGATIONS DADE'S OBLIGATIONS ARTICLE V CONSTRUCTION PLANS AND SPECIFICATIONS CONSTRUCTION OF THE PARKING GARAGE im la"Mo 1 1 2 3 i 1 9 9 9 13 14 15 15 15 v SECTION 503 CONSTRUCTION OF THE TRADE CENTER 18 SECTION 504 MANNER OF WORK; COMPLIANCE WITH LAWS AND REGULATIONS 19 SECTION 505 LIENS 19 SECTION 506 COMPLETION OF THE PARKING GARAGE 20 SECTION 507 EFFECT OF THE CITY'S FAILURE TO COMPLETE CONSTRUCTION 21 SECTION 508 CITY'S CONTRACTOR 22 SECTION 509 DADE'S FAILI IRE TO COMMENCE OR COMPLETE CONSTRUCTION 22 SECTION 510 PLANS AND CHANGES 22 ARTICLE VI OPERATION AND MAINTENANCE 23 SECTION 601 OPERATION AND MAINTENANCE OF TRADE CENTER 23 SECTION 602 OPERATION AND MAINTENANCE OF PARKING GARAGE 23 SECTION 603 DRAINAGE, CLEARING SIDEWALKS 24 SECTION 604 SAFE FLOOR LOADS 24 SECTION 605 STORAGE OR I_ISE OF FLAMMABLE MATERIALS 25 SECTION 606 DEFAULT IN OPERATION OR MAINTENANCE 25 SECTION 607 ALTERATIONS TO TRADE CENTER 26 SECTION 608 ALTERATIONS TO PARKING GARAGE 27 SECTION 609 NON-INTERFERENCE WITH PARKING GARAGE 27 SECTION 610 NON-INTERFERENCE WITH TRADE CENTER 28 ARTICLE VII INSURANCE 29 SECTION 701 MAINTENANCE OF INSURANCE 29 SECTION 702 RESPONS113LE INSURANCE COMPANIES; COPIES OF POLICIES 33 SECTION 703 OBTAINING INSURANCE UPON THE OTHER PARTY'S FAILURE 33. SECTION 704 INDEMNITIES 34 ARTICLE Vill DAMAGE 36 SECTION 801 DAMAGE TO TRADE CENTER 36 SECTION 802 DAMAGE TO PARKING GARAGE 38 SECTION 803 ABATEMENT OF RENT 39 ARTICLE IX CONDEMNATION 40 SECTION 901 TAKING OF TITLE 40 SECTION 902 APPORTIONMENT OF AWARDS 41 SECTION 903 TAKING FOR TEMPORARY USE 42 SECTION 904 PROSECUTION OF FIXTURE CLAIMS 43 SECTION 905 APPEARANCE IN CONDEMNATION PROCEEDINGS 43 ARTICLE X ASSIGNMENT. SUBLETTING. MORTGAGING 44 SECTION SECTION SECTION SECTION SECTION SECTION 1001 1002 1003 1004 1005 1006 CONSENT REQUIRED EXCEPTIONS REQUIREMENTS FOR ASSIGNMENT, OR TRANSFER CONSENT NOT TO ASSIGN, SUBLET OR TRANSFER NOTICE TO LEASEHOLD MORTGAGEE NONDISTURBANCE ARTICLE XI URBAN DEVELOPMENT ACTION GRANT PROVISIONS 44 44 45 45 46 47 48 SECTION 1101 DEFINITIONS 48 SECTION 1102 ESCROW OF GIANT IZEVENIJES 49 SECTION 1103 GRANT REVENIJES APPLIED TO COSTS 50 SECTION 1104 GRANT REVENUES FOR TITLE I ACTIVITIES 50 SECTION 1105 ASSURANCE OF GOVERNMENTAL APPROVALS 50 SECTION 1106 COMPLETION OF PROILCT 50 SECTION 1 107 ASSURANCES OF PRO.ILCTED JOBS 51 SECTION 1108 MAINTAINING PLCORDS AND RIGHTS TO INSPECT 51 SECTION 1109 ACCESS To I'ROJEC'T 51 SECTION 1110 NO ASSIGNMENT Oit S11C'C'ESSION 51 SECTION 1111 SECRETARY APPROVAL OF AMENDMENTS 52 SECTION 1112 DISCLAIMER OF RELATIONSHIP 52 SECTION 1113 OTHER UDAG PROVISIONS 52 ARTICLE XII DEFAULT SECTION 1201 EVENTS OF DEFAULT SECTION 1202 REMEDIES SECTION 1203 DAMAGES SECTION 1204 WAIVER OF RIGHT OF REDEMPTION SECTION 1205 RIGHTS OF LEASEHOLD MORTGAGEES SECTION 1206 DEFAULTS BY THE CITY ARTICLE X111 GENERAL PROVISIONS SECTION 1301 OWNERSHIP OF IMPROVEMENTS SECTION 1302 COVENANT OF TITLE; QUIET ENJOYMENT SECTION 1303 END OF TERM SECTION 1304 HEADINGS SECTION 1305 NOTICES SECTION 1306 APPROVAL, CONSENTS SECTION 1307 ESTOPPEL CERTIFICATE SECTION 1308 SUCCESSORS AND ASSIGNS SECTION 1309 MODIFICATIONS OF LEASE SECTION 1310 CITY'S OBLIGATIONS SECTION 1311 GOVERNING LAW EXHIBITS A Description of Land B Description of Demised Premises C Description of Parking Garage D Description of Trade Center E Allocation of Space within Trade Center F Section 402 Rent Adiustrnent Formula -iv- 33 33 54 56 37 38 61 62 62 62 62 63 63 63 63 64 64 64 64 PARTIES THIS LEASE AGREEMENT made and entered into at Miami, Florida as of July 1, 1980 is between THE CITY OF MIAM1, FLORIDA, a municipal corporation under the laws of the State of Florida, P.O. Box 330708, Miami, Florida 33133, and DADE SAVINGS AND LOAN ASSOCIATION, a State -chartered savings and loan association, 101 E. Flagler Street, Miami, Florida 33131. RECITALS Pursuant to Ordinance No. 7221, adopted by the City of Miami Commission on July 1, 1964, and the approval of the voters of the City of Miami at an election held September 29, 1964, the bonds of the City of Miami in the principal amount of $4,500,000 were sold and delivered on May 6, 1969, and the proceeds of such bonds, with other funds, have been or shall be applied for the payment of the cost of construction of a convention center for the City of Miami, including a parking garage, appurtenances, land and equipment and any necessary clearing, filling in, extending, enlarging or improving the site therefor. The convention center is presently under construction. It is located on the site bounded by a realigned Southeast Fourth Street, Southeast Second Avenue, the Miami River and property now or formerly of Bauder Fashion College, Inc.; the parking garage will be located on the site bounded by Southeast Second Street, Southeast First Avenue, Southeast Third Street and property now or formerly of Howard Johnson's, Inc. The Commission of the City on September 13, 1979 adopted Ordinance No. 8979 which authorizes the issuance of Convention Center and Parking Garage Revenue Bonds in an aggregate principal amount not exceeding Sixty Million Dollars ($60,000,000) for the purpose of paying, with other funds available therefor, the cost of the Convention Center -Garage (hereinafter mentioned) and approves and authorizes a trust indenture (the "Trust Indenture") to secure such revenue bonds. The City has -1- determined to complete the construction of the Convention Center and to construct a parking garage (herein called the "Parking Garage") and a connecting walkway, including machinery, equipment, fixtures, furniture, improved and unimproved land, landscaping and other facilities appurtenant or incidental thereto (herein called, collectively, the "Convention Center -Garage"). The City of lkliami has obtained from the United States Department of Housing and Urban Development an Urban Development Action Grant in the amount of $4,994,000, pursuant to an agreement between such Department and the City, to construct the Parking Garage, including support structures for a trade center office building (the "Trade Center") to be located in the air space above the Parking Garage, which activities are consistent with the provisions of Section 119 of the Housing and Community Development Act of 1974, Pub. L. No 93,383, as amended and with the Urban Development Action Grant Regulations. The Commission of the City of Miami on , 1980 and , 19SO by Resolutions No. and authorized and directed the City Manager, on behalf of the City of Miami, to enter into an agreement with Dade Savings and Loan Association whereby the City of Miami will construct the Parking Garage, including the support structures and appurtenant facilities for a trade center office building, and Dade Savings and Loan Association will lease from the City of Miami the air rights above the Parking Garage for the construction and operation of the Trade Center. DEMISE For and in consideration of the rents, benefits, covenants and agreements herein provided, reserved and contained, the City of Miami, Florida, demises and leases unto Dade Savings and Loan Association, and Dade Savings and Loan Association does hire and take from the City of Miami, Florida, the Demised Premises, as hereinafter defined, and the City of Miami, Florida, and Dade Savings and Loan Association do mutually covenant and agree to and with each other, as follows: - 2- .4 ARTICLE I DEFINITIONS The terms defined in this Article (except as herein otherwise expressly provided or unless otherwise required by the context) shall for all purposes of this Lease, and any agreements supplemental hereto, have the following respective m eani ngs: "Appraisal" means a determination made by the appraisal firms selected hereunder, as follows -- (i) The City and Dade shall each choose one independent appraisal firm of nationally -recognized competence and the two firms so chosen shall choose a third firm of comparable competence; (ii) the decision of a majority of said firms shall be rendered as promptly as possible and the decision of at least two of said firms shall be final and binding upon both the City and Dade and may be enforced by legal proceedings. The City and Dade shall each compensate the appraisal firm appointed by it and the compensation of the third firm shall be borne equally by such parties. "Architects" means such architects as Dade shall designate in connection with the construction of the Trade Center. "Bond Rate" means the rate of interest per annum equivalent to the net interest cost on the City of Miami, Florida, Convention Center and Parking Garage Revenue Bonds dated July 1, 1950 initially issued in the amount of $60,000,000 and any - additional or refunding bonds issued under the Trust Indenture dated July 1, 1980, securing such bonds, or if none of said Bonds is then no longer outstanding, the rate of interest per annurn equivalent to the net interest cost of the City's most recent revenue bonds or other special obligation bonds. "City" means the City of 'Miami, Florida, a municipal corporation under the laws of the State of Florida, and its successors and assigns, as landlord of the Demised Premises. 511 "Consumer Price Index" or "Index" means the Consumer Price Index for All Urban Consumers -All Items -for Miami, Florida published by the United States Department of Labor, or such other comparable index which may be in effect from time to time if said Index is unavailable. "Dade" means Dade Savings and Loan Association, a State -chartered Savings and Loan association, and any successor or assign as permitted by the terms of this Lease, being as tenant of the: Demised Premises. "Dernised Premises" means the air space leased hereunder by the City to Dade for the construction and maintenance of the Trade Center, together with certain rights and easements and subject to certain reservations, all as more particularly described herein and in Exhibit a attached hereto and made a part hereof. "Events of Default" means the events and circumstances described as such in Section 1201 of the Lease. "Excepted Prernises" means the Land and space above and below the Land and all rights in connection therewith, except for the Dernised Premises and the Trade Center. "First Renewal Term" means the first term for which this Lease may be renewed as provided in Article II. "First Rent Component" has the meaning giver' in Section 302 hereof. "Governmental Charges" shall mean all real estate taxes, water and sewer rents, rates and charges and other governmental charges, impositions and assessments which may be charged, imposed or assessed on real or personal property or any improvements hereon or thereto or on the owner thereof with respect to such real or personal property or improvements, including, without limiting the generality of the foregoing, assessments for public improvements or benefits; provided, however, that such taxes, rents, rates and other governmental charges, impositions or assessments shall be part of a comprehensive scheme of assessment of general applicability to like - 4- property, owners or tenants in the City of Miami. "Initial Term" means the Initial Term of this Lease as provided in Article II. "Land" means the land, improvements and other property located in Miami, Dade County, Florida, more particularly described in Exhibit A attached hereto and made a part hereof. "Lease" means this Lease Agreement as executed and as the same may be at any time modified, amended or supplemented pursuant to the terms hereof. "Leasehold (Mortgagee" means a holder or holders, unaffiliated with the mortgagor, of any mortgage upon the leasehold rights of Dade in the Demised Premises (including the trustee thereunder, if any such mortgage be in the form of a deed of trust) to secure an issue of bonds, notes or other corporate obligations; provided that such term shall not have any relevance under this Lease unless and until the lessee under this Lease shall notify the City that a leasehold mortgage or deed of trust encumbering the leasehold interest hereunder is then in force between such lessee and a Leasehold 1lortgagee. "Occupancy" has the meaning given in Section 302 (c) hereof. "Parking Garage" means the Parking Garage mentioned in the Recitals hereof, including improvements and appurtenances thereto, to be constructed by the City pursuant to Article V of this Lease, substantially as described in Exhibit C hereto, including utilities, equipment, apparatus, machinery and fixtures of every kind and nature whatsoever forming part of said building, improvements and appurtenances as provided in said Exhibit C and any buildings, improvements and appurtenances now or hereafter located upon the Excepted Premises or in replacement of the foregoing, and shall also be deemed to include any such building, improvement and appurtenance while in the course of construction and prior to its cornpletion. hereof. "Parking Garage Completion Date" has the meaning given in Section 506 -5- • "Plans and Speci;ic,aion ' has the meaning given in Sertion 501 hereof. "Prime Rate" means f rom time to time 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. "Qualified Space" has the meaning given in Section 301 (c) hereof. "Rent" means the rent payable pursuant to Article III for the use and occupancy of the Demised Premises. "Rent Commencement Date" has the meaning given in Section 302 hereof. "Second Renewal Term" means the final term for which this Lease may be renewed as provided in Article I1. "Second Rent Ccmponent" has the meaning given in Section 302 hereof. "Term" means frorn time to time the Initial Terra of this Lease and such extension thereof, if any, then in effect either by the First Renewal alone or then further extended by the Second Renewal Term. "Trustee" means the trustee, or any successor trustee, designated and then acting as Trustee under that certain Trust Indenture dated as of July 1, 1980, between it and the City of Miami, Florida, securing the City's Convention Center and Parking Garage Revenue Bonds. "Trade Center" means the building and other improvements and the appurtenances thereto, herein called the 11%1tiami Trade Center", to be constructed by Dade pursuant to Article V of this Lease, including all plant equipment, apparatus, machinery and fixtures of every kind and nature whatsoever forming part of said building, improvements and appurtenances, and any buildings, improvements and appurtenances now or hereafter located upon the Dernised Premises or in replacement of the foregoing, and shall be deemed to include any such building, improvement and appurtenance while in the course of construction and prior to its completion. "Trade Purposes" has the meaning given in Section 402 hereof. ARTICLE 11 TERMS Section 201 Initial Term. The Initial Term of this Lease shell be for 35 years and shall commence on the date of this Lease and end on July 1, 2015, unless sooner terminated pursuant to the terms of this Lease. Section 202 Renewals. If Dade, not fewer than 24 months nor more than 36 months prior to the expiration of the Initial Term, shall have given to the City a written notice, in the manner specified in Section 1305 hereof, of the election by Dade to effect a first renewal of this Lease, and if immediately prior to the expiration of the Initial Term, this Lease shall be in full force and effect and Dade is not in default hereunder, then in that csse upon the expiration of said Initial Term, the First RencwJ Term of this Lease shall be effective. The First Renewal Term shall be 30 years beginning at the expiration of the Initial Term, and expiring July 1, 2045. The parties to this Lease shall continue to be subject to this Lease daring the First Renewal Term to the extent of their respective rights, privileges. pov,ers, obligations and duties hereunder. If Dade, not f4_wer than 24 months nor more than 36 months prior to the expiration of the First Renew&j Term, shall have given to the City a written notice, in the rnzi mer specified in Section 1305 hereof, of the election by Dade to effect a second rene-,A•al of this Lease, and if immediately prior to the expiration of the First Renewal Term, this Lease shall be in full force and effect and Dade is not in default hereunder, then in that ca.e upon ti;e expiration of the First Renewal Term, the Second Renewal Term of this Lease shall be effective. The Second Renewal Term of this Lease shall be for an additional term such that the aggregate of the Initial Term, the First Renewal Term and the Second Renewal Term from the Rent Commencement - 7- Date shall be 90 ycars. The parties to this Lease shy J] continue to be subject to this Lease during the Second Renewal Term to the extent of their respective rights, privileges, powers, obligations and duties hereunder. ARTICLE III RENT, GOVERNMENTAL CHARGES and OTHER SUMS PAYABLE BY DADE Section 301 Payment of Rent Governmental Charges and Other Sums Payable By Dade Dade shall pay Rent, Governmental Charges and all other sums payable by Dade pursuant to this Lease promptly as and when the same shall become due and payable in lawful money of the United States of America at the times, places and in the manner as provided under applicable law or this Lease. Except as expressly provided under applicable law or in this Lease, the amount of Rent, Governmental Charges and all other sums payable by Dade pursuant to this Lease shall not be abated, reduced, abrogated, waived, diminished or otherwise modified in any manner or to any extent whatsoever. Section 302 Rent. (a) The Rent shall be comprised of the First Rent Component described In subsection (b) hereof, the Second Rent Component described in subsection (c) hereof, and the Third Rent Component, if any, described in Subsection (d). (b) The First Lent Component shall be $150,000 Per annurn, subject to an annual increase or decrease, (but shall not be dcc_reased below $150,000.00) as the case may be, as provided in this subsection (b). Beginning with the second full calendar year after the Rent Con-rmencement Date and for each year thereafter during the Term of this Lease, the First Rent Component shall be increased or decreased by seventy percent (70%) of the result obtained by multiplying $150,000 by a fraction, the numerator of which shall be the difference in the Consumer Price Index between the first rrionth of the current year (or the nearest reported previous month) and the first month of the Base Year hereinbelow defined (or the nearest reported previous month), adjusted on a corzistent basis to the earlier of such Index dates to reflect puny changes made by the Department of Labor in the In . w. method of determining the same occurring prior to the later of such Index dates, and the denominator of which shall be the Index number for the first month of the Base Year (or the nearest reported previous month). The Base Year for purposes of this Section 301 (b) shall be the first full calendar year after the Rent Commencement bate. Dade shall pay monthly installments of the First Rent Component based upon the First Rent Component, as adjusted, for the previous calendar year. The City shall compute the actual adjustment with respect to each year after the close of the year and the balance over or under the estimated First Rent Component for such year shall be promptly p&]d to the City or credited against future Rent obligations of Dade, as the case may be. (c) The Second Rent Component shall increase from zero to $150,000 per annum incrementally or in whole, upon the occurrence of one or more of the following events, cornmencing with the next monthly payment of Rent due after such event or events: (i) the Second Rent Component shall increase to $50,000 per annum upon achievement of 50% Occupancy of the Qualified Space; 60 the Second Rent Component shall increase to $100,000 per annurn upon achievement of 75% Occupancy of the Qualified Space; and (Iii) the Second Rent Component shall increase to $150,000 per annurn upon achievement of 90%' Occupancy of the Qualified Space; and -10- • method of c;c ;erminirig the same occurring prior to the lc.ter of such Index dates, and the denominator of which shall be the Index number for the first month of the Base Year (or the nearest reported previous month). The Base Year for purposes of this Section 301 (b) shall be the first full calendar year after the Rent Commencement D ate. Dade shall pay monthly installments of the First Rent Component based upon the First Rent Component, as adjusted, for the previous calendar year. The City shall compute the actual adjustment with respect to each year after the close of the year and the balance over or under the estimated First Rent Cornponent for such year shall be promptly paid to the City or credited a,;ainst future Rent obligations of Dade, as the case may be. (c) The Second Rent Component shall increase from zero to $150,000 per annurn i ncrern ent ally or in whole, upon the occurrence of one or rnore of the following events, con,rnencing with the next monthly payrnent of Rent due after such event or events: (i) the Second Rent Component shall increase to $50,000 per annum upon achievement of 50% Occupancy of the Qualified Space; (ii) the Second Rent Component shall increase to $100,000 per annurn upon achievement of 75% Occupancy of the Qualified Space; and 61i) the Second Rent Component shall increase to $150,000 per annurn upon achievement of 9090 Occupancy of the Qualified Space; and -10- (iv) the Second Rent Component shall increase to $150,000 per annum commencing with the first payment of rent due in the fifth full calendar year after the Rent Commencement Date, without regard to achievement of Occupancy of the Qualified Space. For the purposes of this Section 302(c) and Section 402 alone, (1) a percentage of "Occupancy" of the Qualified Space means that percentage of the Qualified Space for which tenant leases h.—Ne been signed and tenants are either in occupancy or have commenced paying rent and 01) "Qualified Space" shall rnean that amount of tenant space in the Trade Center that remains after deducting the spa.ce reserved to or for the benefit of Dade at)d that reserved for special services and facilities all as identified on Exhibit E hereto, as the sarne may be modified from time to time by agreement of the parties. Dade shall use its best efforts to promptly lease all the Qualified Space and to report to the City monthly in writing of its progress. The Second Rent Component shall be subject to an annual increase or decrease, as the case may be, as provided in this subsection (c). Beginning with the sixth full calendar year following the Rent Commencement Date and for each year thereafter during the Term of this Lease, the Second Rent Component shall be increased or decreased (but shall not be decreased below $150,000), as the case may be, by seventy percent (70%) of the result obtained by multiplying $150,000 by a fraction, the numerator of which shall be the difference in the Index between the first month of the current year (or the nearest reported previous month), and the first month of the Second Base Year (or the nearest reported previous month), adjusted on a consistent basis to the earlier of such Index dates to reflect any changes made by the Department of Labor in the method of determining the sarne occurring prior to the later of such Index dates, and the denominator of which shall be the Index number for -11- the first month of the Second Base Year (or the nearest reported previous month) The Second Base Year for purposes of this Section 301(c) shall be the fifth full calendar year after the Rcnt Commencement Date. Dade shall pay estimated monthly installments of the Second Rent Component in the manner described in Section 302(b) with adjustment after the close of the calendar year. (d) Should a majority of the qualified space for any reason not be used for Trade Purposes in any calendar year after the fifth calendar year from the Rent Commencement Date, Dade shall pay to the City the Third Rent Component as provided in Exhibit F hereto. (e) Except as provided above, Dade agrees to pay the Rent in equal monthly installments in advance on the first day of each month after the Rent Commencement Date, as provided below, and thereafter during the Term of this Lease. Payment of Rent shall be made to the City except that so long as any of said Revenue Bonds of the City shall be outstanding, Rent shall be paid to the Trustee, for the benefit of the City, at such office of the Trustee as is indicated in Article I hereof, or at such other office of the Trustee as the Trustee may from time to time by notice in writing indicate to Dade. Payment of Rent shall commence upon the date (the "Rent Commencement Date") that is the later to occur of: (i) issuance by the appropriate local governmental authorities* of all permits, licenses or approvals necessary to enable Dade to legally commence construction of the Trade Center; and (ii) the first day of the thirteenth month following receipt by Dade of the written certificate of Architects referrred to in Section 503. Dade agrees to diligently and promptly apply for and seek is of said permits, licenses or approvals, and failure to do so shall result in the commencement of the payment of Rent upon the occurrence of the event set forth in Itern (ii) above. -12- f As soon as may be convenient after the bent Corntriencernent Date, Dade and the City agree to join with each other in the execution, in recordable form, of a written declaration in which such date shall be stated. If the City and Dade shall be unable to agree upon any matter related to the indexing required by Section 302(b) and (c), and such matter shall not be resolved within 60 days after notice describing the matter has been given by one party to the other, the matter may be submitted by either party to Appraisal. Section 303 Governmental Charges. (a) Payment of Governmental Charges. From the date of this Lease and continuing for the balance of the Term of this Lease, Dade shall pay directly to the assessing governmental body the total amount of any and all Governmental Charges that may, during the Term of this Lease, be charged, imposed or assessed upon or against the Dernised Premises and the Trade Center, within 30 days after the date any, such Governmental Charges shall be payable but before a penalty or interest commences to accrue for non-payment thereof. If such Governmental Charges are not separately assessed but are assessed upon or against the Land or all of the improvements thereon, or both, Dade shall pay its fair and equitable portion of such Governmental Charges comprising ad valorem taxes based upon the portion of the fair' market value of the Land and all improvements thereon represented by the fair value of the Dernised Premises and the Trade Center and shall pay such Governmental Charges comprising assessments based upon such other factors as result in a fair and equitable apportionment under applicable law. Dade may arrange .-with the governmental or assessing authority for the payment in installments of any assessment against the Demised Premises and the Trade Center or its part of any assessment against the Land or the impr•overnents thereon, or both, provided Dade can make arrangements satisfactory to the City with the proper governmental authorities for the payment in equal or substantially equal installments prior to the expiration of the -13- V Term of this Lease of the full amount of such assessment payable by Dade. Dade shall not be in default under this Section 303(a) if Dade fails to pay such Governmental Charges while contesting such Governmental Charges in good faith by administrative or legal proceedings, conducted promptly. (b) Apportionment of Governmental Charges, Governmental Charges for the calendar year in which this Lease commences shall be adjusted and apportioned -14- ARTICLE IV USE Section 401 City's Obligations. The Parking Garage shall have parking facilities for at least 1450 automobiles and the City covenants that throughout the Term of this Lease it shall use the Parking Garage or cause the Parking Garage to be used for said purpose. Section 402 Dades Obligations.-_ Dade shall use its best efforts to cause a majority of the'Qualified Space to be used for Trade Purposes, meaning purposes related directly or indirectly to international banking, law, finance, insurance, transportation, communications, government, technology, trade, tourism, import and export business and other international business and activity (" Trade Purposes"). Dade shall, on each occasion after the fifth calendar year after the Pent Commencement Date that rentable qualified space becomes vacant or shall be due to become vacant within thirty days, if less than twenty-five percent of the qualified space is then used for Trade Purposes, Dade shall ratify the City thereof, and thereupon the City shall have the ,right for a period of thirty days after such notice to lease in the name and on behalf of, and for the benefit of Dade such space for Trade Purposes to reputable tenants with sufficient net worth to pay the rent thereunder, on the same terms and conditions as other occupancy leases in the Qualified Space and at an economically feasible rental, which shall be not less than 80% of the then current rnar'Iket rate for new commercial office space tenants in the Trade Center. Dade shall provide \ ritten reports to the city of its marketing efforts and procedures, proposed and actual rental rates, lease negotiations and execution of leases, tenant names and information about tenants and such other information as the City may reasonably request to determine whether qualified space has been used for Trade Purposes. Such reports shall be given monthly -15- until the Qualified Space reaches 90% Occupancy, as ccfir d in Section 302, and annually thereafter. In determining whether Qualified Space has been used for Trade Purposes in accordance with this Section 402, the amount of the Excepted Space that is used for Trade Purposes may be substituted for an identical amount of Qualified Space that is not used for Trade Purposes. The City's sole remedy for the failure of Dade to comply with the use provisions contained in this Article IV shall be as provided -16- 9 G ARTICLE V CONSTRUCTION Section 501 Plans and Specifications. (a) Preparation and Delivery. Promptly after the execution of this Lease, and the presentation to Dade of the plans and specifications for the Parking Garage, Dade shall cause the architects to develop final plans and specifications for the Trade Center. Dade shall deliver one copy of the plans and specifications for the Trade Center to the City without expense therefor. (b) Approval. The Plans and Specifications shall be subject to the approval of the City.- The plans and specifications for the Parking Garage shall be subject to the approval of Dade provided, however, the approval of Dade of the plans and specifications for the Parking Garage shall be limited to its determination of whether or not said plans and specifications comply with the standards for the Parking Garage set forth in Exhibit C attached hereto. If Dade disapproves the, plans and, specifications for the Parking Garage as not conforming with said standards and the City does not concur with said determination by Dade, conformance of the plans and specifications for the Parking Garage with said standards shall be determined by the majority decision of three qualified independent engineers chosen and compensated in the same manner, and whose determination shall have the same force, as an Appraisal. (c) Changes. Dade may propose changes or additions to the plans and specifications for the Parking Garage to change the architectural and aesthetic features thereof in order to meet the special needs of any special design of the Trade Center or to harmonize the appearance of the Parking Garage with the appearance of the Trade Center. If the City determines that said changes or additions to the plans and specifications for the Parking Garage are acceptable to the City, it shall inform Dade th.a the Cite consents to such changes and additions, provided Dade shall "enter -17- into an agreement with Uiiami Center Associates, Inc. providing for making such changes and additions in the plans and specifications for the Parking Garage, as approved by the City, and performing the extra work involved thereby at the sole cost . and expense of Dade. Section 502 Construction of the Parking Garage. Unless prevented by events or occurences beyond its reasonable controls the City, at its cost and expense, shall commence as promptly as possible after approval by the City and Dade, and any Leasehold Nlortgagee of the plans and specifications, the construction of, and shall thereafter diligently pursue to completion, the Parking Garage and the facilities appurtenant to the Trade Center located within the Parking Garage as per Exhibit C. The structural members, footings and foundations for the Parking Garage shall be capable of supporting, the Trade Center and shall conform with the standards therefor set forth in Exhibit C hereto attached. Section 503 Construction of the Trade Center. Unless prevented by events or occurrences beyond its reasonable control, Dade, at its cost and expense, shall commence as promptly as possible, but, unless so prevented, no later than 90 days after receipt by it of written certification by the ,architects that the construction to be performed by the City pursuant to Section 502 has progressed to the extent that, Dade can begin construction of the Trade Center, and shall thereafter diligently pursue to completion, the construction of the Trade Center. During construction, necessary precautions for the safeguarding of the Parking Garage and the operation of cars and the movement of people in and about the Parking Garage shall be taken by Dade at its expense pursuant to the conditions specified in Section 609. It is estimated that construction will commence on ;November 1, 1981 and terminate on October 31, 1983. -Is- Section 504 Manner of Work; Compliance With Laws and Regulations. The work provided for in Sections 502 and 503 shall be done in good and workmanlike manner and in accordance with the Flans and Specifications and the requirements and regulations of the various departments of any governmental authorities }saving jurisdiction in respect of such construction, provided such requirements and regulations are part of .a comprehensive scheme of regulations of general applicability to like property in the City of Miami. Any such work shall be subject to inspection and approval by the Architects. In case of the filing of a notice of violation of any of the regulations of any governmental department in connection with any of such work, the party to this Lease reponsible for such work, at its own cost and expense, shall do all necessary things and work in order to cause the same to be cancelled, and upon the completion of the work shall obtain all certificates required frorn said department in respect thereof; provided, hov*.,ever that such party at its own cost and expense, shall have the right in good faith to contest the validity or legality of any notice of violation filed with respect to said work, and pending such contest actively conducted by such party, the non-compliance with the requirements of such notice shall not be deemed a default on the part of such party under this Lease; provided, further, that such party shall have furnished to the other party indemnity or, security of an amount and kind reasonably satisfactory to the other party which shall secure it against any loss by reason of non-compliance with the requirements of such notice. Section 505 Liens. Neither the City nor bade shall permit the commencement of constructionor the delivery to the Land of any materiels under a contract or subcontract made by'or for it, unless and until an agreement or agreements in form satisfactory to the other party shall have been entered into with the contractors, subcontractors and rna,crialrnen providing, to the extent required by the other party and if enforceable -19- G under applicable law, for the waiver of the right to file mechanics' or materialmen's liens against the Land, or any part thereof, or any improvements thereon. Each party hereto hereby agrees to indemnify and save harmless the other party hereto from all i-nechanics', materia.lrnen's or other similar liens, including conditional. sales agreements and chattel mortfages, which may arise out of or in connection with any such contract (for work performed or material furnished thereunder) made by or for it. In case either party hereto shall fail or neglect to satisfy or discharge or cause the cancellation of any such lien arising under or in connection with any contract made by or for it, by bonding, payment or otherwise, \%,ithin 30 days after notice from the other party hereto, such failure shall constitute a default under the terms of this Lease. The p&x ty hereto not so in default may satisfy or discharge such lien, conditional sale a-reefrnent or chattel mortgage by bonding or payment, and the cost thereof shall be paid on demand by the other party hereto with interest thereon at the Prime Rate. Nothing herein contained shall be deemed to prevent the party obligated to pay or discharge any such lien from contesting the same in good faith if it shall furnish to the other party herei.o a bond of indemnity or other security of an amount and kind s<atisfar.tory to the party to be indemnified and which \vill be sufficient to pay in full the lien and •all interest, penalties, costs and expenses in collection therewith. The re>rnedies provided in this Section shall be in addition to all other remedies provided by law or this Lease. Section 506 Completion of: the Parking Garage. Unless prevented by fire, lockout, strike, labor or material shortage, actof war, enemy hostilities or other cause or casualty beyond the reasonable control of the City, including acts, failures to act or delays caused by Dade, the City shall complete the construction of the Parking Garage, and the appurtenant facilities for the Trade Censer to be constructed by the City vAthin the Excepted Premises and the Parking Garage, not later than February 1, 1982; provided, however, that the foregoing -20- a 0 provision relating to completion of construction by the City shall not be applicable to work which it is not necessary from the standpoint of the construction of the Trade Center to complete in such time, and as to such work the City shall complete it, unless prevented by one of the causes referred to above, at such time or times as shall be necessary in order to avoid delaying the use and occupancy of the Trade Center, but in no event more than 6 months after the February 1, 1982 date as it may be extended to later date in conformity with the provisions of this Section 506. In case of failure to complete any such construction within the 'applicable time specified above by reason of any cause beyond its control, the "City shall have the same completed within such period thereaf ter as shall be equal to the time that the City shall have; been so delayed . by any or all of said causes. -Y.!ction 507 E{fect of the Ci.ty's Failure to Complete Construction. if. the City, by failing to commence or to prosecute the wort: of construction to be performed by it pursuant to Section 502, or by failing to complete such work as provided in Section 506, shall prevent comniencernent of the construction or the use and occupancy of the Trade Center as provided herein, and \%,!thin 90 days after notice f rom Dace to the City such failure shall not be completely remedied or`1f such failure cannot be rer-nedied within such period and the City fails to comrence a remedy, diligently pursue the same and give, adequate assurances of'such action to Dade, or;if, the City for any reason shall fail to fully complete constructionof the Parking Garage. by the date that is 24 months subsequent to the Parking Garage Completion Date, tJ)en Dade may elect by notice to the City to; prosecute the work of construction of -the' Parking Garage so required and the.City shall reimburse Dade for all their ciiarges,,,. costs and expenses theretofore or thereafter paid or incurred In connection therewith, including any and all sums paid by Dade in or for said construction and any, and:all sums required to be paid by Dade for. 'money borrowed' in connection there\Iiith, including, but not limited to, interest, discounts, loan' fees, and dosing costs. If the -21- City has not fully completed the construction of the Parking Garage for any reason by the date that is 24 months subsequent to the Parking Garage Completion Date, and if Dade has not elected to complete the construction of the Parking Garage in accordance with this Section, then Dade may terminate this Lease but only by written notice to the City given not less than 24 months nor more than 26 months subsequent to the Parking Garage Completion Date. Section 508 City% Contractor. Dade acknowledges that it has received a copy of the Turnkey Design and Development Centract By and Between the City of Miami, Florida, and Miami Center Associates, Inc., a Florida corporation, dated as of , 1980, which provides for the construction of the Parking Garage by said Miami Center Associates, Inc. for and on behalf of the City. Section 509 Dade's Failure Timely to Commence or Complete Construction. In the event Dade shall fail to commence construction of the Trade Center or complete construction of the Trade Center within the respective time required by the United States Department of Housing and Urban Development under its agreement with the City providing for the so-called UDAG Grant for the Parking Garage, and such failure is not caused by the City, Dade covenants and agrees to pay to the City an amount equivalent to the amount of said UDAG Grant that is not paid to the City by said Department by reason of Dade's failure to commence or to complete such construction within the respective time required under said agreement. Section 510 Plans and Changes. The City agrees that it will cause plans and specifications to be prepared for the development of a 1450 car Parking Garage capable of having a 600,000 gross square foot building built upon it, all in accordance with the standards set forth in Exhibit C of this Lease Agreement. The City will deliver to Dade, not later than September 1, -22- 1980, structural plans S, the Parking Garage, including the foundation design and the calculations upon such plans, specifications and design were based, and final working drawings for the Parking Garage not later than January 3, 1981. Dade shall have the right to notify the City of any changes or additions it wishes to make in such plans and specifications for the Parking Garage; providing that such changes and additions will not impede the construction schedule. The City and Dade will agree in writing respecting such changes and additions, including the price therefor, and, if such work is to be done by others, the names of such others and the time schedule for the completion of such work. In the event that the City and Dade cannot agree on the price of such work, the City will cause such work to be performed and the price thereof will be determined by three consulting engineers, one selected by Dade, one selected by the City and tdhe third selected by the other two consulting engineers. The funds for any such change or addition as finally agreed upon shall be paid to the Trustee under the provisions of this Lease Agreement or the Trust Indenture securing the City's Revenue Bonds or as otherwise directed by the City. Dade shall deliver the schematics for the Tower to the City not later than April 3, 1981. -22a- ARTICLE VI OPERATION AND MAINTENANCE Section 601 212eration and Maintenance of Trade Center. Dade, after construction of the Trade Center and during the Term of this Lease, at its own cost and expense, shall keep, operate and maintain the Trade Center in good order, condition and repair, normal wear and tear and damage by fire and other casualty or taking as provided in Articles VIII and IX hereof excepted, similar to first class facilities in prime commercial office locations in major cities elsewhere in the United States and in conformity with all requirements of the law and applicable fire underwriting and rating regulations. Dade shall make and enforce reasonable rules and regulations of general application for the supervision, control and use of the Trade Center. Such rules and regulations and any amendment thereof- shall not be effective unless the same are first submitted to the City for its review and cornrnerlt, but such review and comment shall not be unreasonably withheld, qualified or delayed. Dade shall suffer no v.;aste or injury, and shall promptly, and in such manner, if possible, as gill not interfere %,JIh the raintenance, operation acid use of the Parking Garage, make 211 necessary repairs and replacerents, structural or otherwise, in and to the Trade Center. All such constnuction work, replacements and repairs shall be of high quality and of the standard applicable to buildings of this type. Section 602 O oration and Maintenance of ParkinZ ara&e. The City,after construction of the Parking Garage and during the Term of this Lease at its ovrn cost and expense, shall keep, operate and maintain the Parking Garage and all facilities therein, including those appurtenant to the Trade Center, in a first class manner in good order, condition and repair, normal wear and tear and dt.rnage by fire and other casualty or taking as provided in Articles VIII and 1X hereof: excepted, sirnilar to first class parking, facilities in prime commercial office locations in rriajor cities r'lsi':.'he're !n the United States and in conforl'nity with all requirements -23- of the law and applicable fire underwriting and rating regulations. The City shall make and enforce reasonable rules and regulations of general application for the supervision, control and use of the harking Garage and such facilities therein. Such rules and regulations and any amendment thereof sh,Jl not be effective unless the same are first submitted to ]Dade for its revi v., and cornment, but such review and comment shall not be unreasonably withheld, qu�-Jified or delayed. The City shall suffer no waste or injury, and shall promptly, and in such manner as will not interfere with the maintenance, operation and use of the Trade Center, make all necessary repairs and replacements, structural or otherwise, in and to the Parking Garage and such facilities therein. All such construction ,vor:;, replacements and repairs shall be of high quality and of the standard applicable to �ujldings of this type. Section 603 Drainage, Clearing Sidewalks_ The Trade Center shall be kept %vatcrproofc d and drained by bade, at its expense, into the Trade Center's draina-ge syst nn, so that no water, liquid or v,aste of any character shall be permitted to drain or leak into the Parking Garage other than through e.c.1ir;nated drainage facilities. The City, at its cost and expense, shall keep the entrances to, and the sidevvalks, road.+:ays and curbs fronting and abc,tting, tY e Land free and clear of standing ',vater and other substances and of any obstruction to the free and safe use thereof at all times, and it \vill continuously maintain, and promptly repair or replace or renew such sidev.'alks, roadways ..nd curbing, as necessary. Section 604 Safe Floor Loads. Dade and the City will not suffer, allow or permit the loading of any floors of respectively, the Trade Center or the Parking Garage or any portion or portions thereof, beyond the!oads which the same will SP-fely support. -24- Section 605 Storage or Use of 1=larnmable Materials. The City and Dade will not use or keep, or permit to be used or kept, in the Parking Garage or in the Trade Center any oils, materials or substances of a flarnrnable or explosive nature except in accordance with the riles and regulations of the Board of Fire Underv,riters or those, of authorized public authorities having jurisdiction. �e.!ction 606 Default in O oration or (,Maintenance. (a) Right to Effect Cord H ance. If Dade or the City (referred to in this Section 606 as the Defaulting Party), at any time or times during the Term of this Lease, shaJl fail or neglect after 30 days' notice from the other (referred to in this Section 606 as the iron -Defaulting Party) to take such action as may be necessary to place.its respective facility in compliance with the requirements of Sections 601 through 604, the ;ion -Defaulting Party shall have the right, in addition to all other rights a.nd remedies, including those provided in Article X11, and is hereby authorized, on not less than three days' notice, to enter into the othcr� facility and every part thereof, and to make such repairs thereto or therein, or to perform such acts in order to effect compliance w-ith Sections 601 through 604, as may be reasonably necessary, and the cost of any and all such repairs made by the .'on -Defaulting Party as aforesaid, shall be repaid by the Defaulting Party to the lNon-Defaulting Party on demand, .vith interest thereon at the Prime REYie. (b) l:.ir,ht to Contest. The Defaulting Party shall, ho%vever, have the right to contest such violation in good faith by legal proceedings conducted promptly and at its own expense, in its nz:me or that of the Non -Defaulting Party, and the pendency of any such legal procc.°edings, insofar as it shall suspend the effect of such violation, shall suspend the rl`..ht of the Non-DefSul ting Party, as set forth in the preceding s!jbsection (a), to enter -25- 4. into the other facility F.rid to make repairs or to perform otlr::r arts, but the Defaulting Party shall furnish to the Non -Defaulting Party security of a kind and amount satisfactory to the Non -Defaulting Party sufficient to indernnif.y and save harmless the Non -Defaulting Party from loss or damage to it a.•hich may arise during such contest or may arise from failure of the Defaulting Party to perform its obligations vrhen the contest is ended. Section 607 Alterations to Trade Center. Dade shall not, without the prior approval of th0 City as set forth below, make any structural changes in the Trade Center or changes, except minor changes, in the exterior appearance of the Trade Center or in the entrances, exits or passageways to and from the Trade Center. The plans and specifications sho',ving any such work shall be submitted and subject to the approval of the City to the same extent as the Plans and Specifications are subject to such approval pursualrrt to Article V. All such work shall be done at the sole cost and expense of Dade, under the supervision of an architect or e.rigineer satisfactoryto the City for such purpose, only in accordance with plau^is and specifications first submitted to and approved by the buildincr department of the City of. _Niiarni and l the other government, authorities having jurisdiction thereof, and in accordance With such rules and regulations as such ,lover(lmental authorities may frorn time to time make in regard thereto. The provisions of Article V shall be applicable°to.all such work and also to any changes; alterations and irnprovernents which do ;net require the approval of the City except that %vaivers of liens need not be obtained in advance by Dade from contractors, subcontractors or materizlmen in connection with any change, alteration or improvement if the cost of the entire amount of work to be performed and materials - to be supplied in connection with such change,; alteration or irnprovements does not exceed 1% of the rcpJacernont cost of the Trade Center as most recently de., ermined by -Lhc insurer thereof. - 26- Section 608 /alterations to Parkin Garage_ The City may make any ,iterations or changes in the Parking Garage; provided, however, that the City shall obtain prior va-itten approval of Dade and any Leasehold Mortgagee to an, alterations or changes which may or %will materially affect the appurtenant rights of Dade as described in Exhibit B hereof.. Plans and specifications for any such alterations or changes requiring the approval of Dade and any Leasehold \/rortgagee as above provided, and show-ing such proposed alterations and changes, shall be submitted and subject to the approval of. Dade and any Leasehold mortgagee to the sarrie extent as the Plans and Specifications are subject to such approval pursuant to Article V. All such work shall be done at the sole cost and expense of the City, in accordance with the plans and specifications first submitted to and approved by the building departrnent of the City of :Miami and other governmental amthorities having jurisdiction thereof., in accordance :a;ith such rules and regulations as such governmental authorities may f rorn time to tirne- make in regard thereto. Section 609 Non -Interference with Parking Garage. The , ork of r_onstructing, inspecting, maintaining, repairing, altering, chi'_'Il i^�'.,. li7i(il'G1'lrim or ren' wing the Trade Center, the columns, foundations, substructures or ether vrork, or anv part thereof, or any of the work perfcrmed on the Land by or for Dade, or any tenant of Dade or any occupant of the Trade Center or any part thereof, shoal beperformed so as not in the opinion of the City (reasonably exercised) to endanger or to interfere raterially with the Parking Garage operations or to endanger or interfere with the use of the Parking Garage by officers or onriployees of the City, persons parking in the Parking Garage or, any other members of LIFIQ General public in or using the Parking Garage or of people using or occupying any other part of the Excepted Prernises or entering or leaving the Land or any part thereof; and Dade shall arrange and perform any and all work accordingly. Whenever Lny v"ork shall 1?e likely to involve- the operations or safety of the persons, property, or traffic upon or about the Land, such proposed work shall f i rst be submitted to the City and shall be perforn-red at such times and in such manner as in the reasonable deterrnination of the City, shall protect the safety and the rights and privileges of Such uS%s, occupants and other members of the general public. Sectic-n 610 Non -Interference with "rradc Canter The work of constructing, inspecting, nlaintaining, repairing, altering, changing, improving or renevAng the Parking Garage, the columns, foundations, substructures or other v.,•ork, or any part thereof, or any of the work perforred on tile Land by or for the City, or any tenant of the City or any occupant of the Parking Garz.(,o or any part thereof, shall be performed so as not in the opinion of Dade (reasonably exercised) to endanger or to interfere materially with the Trade Center eperations or to endanger or interfere \vith the use of the Trade Center by officers or erT11).10yees of trade, their tenants or any other members of the general public in or using the Trade Center or of people using or occupying any other part of the Excep`ed premises or entering or leaving the Land or any part thereof.; and the City shall arrange and perform any and all \vork accordingly. Whenever any work shall be likely to involve the oporutions or safety of the persons, property, or traffic upon of about 2S- a ARTICLE VII INSURANCE Scc_tion 701 Maintenance of Insurance. The City and Dade, each at its own cost and expense, shall keep and maintain the fCIJloV-.-ing i,-Mirance: (a) During the construction of the Parking Garage and Trade Center, the City and Dade respectively shall have and keep or cause to be had or kept, (i) the Parking Garage (including construction materiels on the site and those facilities appurtenant to the Trade Center located within the Parking Garage), and (ii) the Trade Center (including materials to be used in construction) insured for the benefit of the City, Dade, the Trustee and any Leasehold Mortgagee and other insureds, earned by the City, as their interests may appei r, against all risks of accidentaJ physical lc';s or cdarnag e under' an "All Risks Covergc" bLfil&'fS' rrSkS insurance policy on a "Completed Value Form including in all events colt apse, dci-noli:ion, debris removal and increased cost of restoration endcrsernents, in arnounts sufficient to prevent the City or Dade, as the case may be, frorn becon-ling a cc -insurer arithin the terms of any policy or policies, and in any event in amounts not Jess that IOr,% of ti-ie replacernent cost of, resiectively, the Parking Garage grid Trade Center, The City and Dade, at their respective expense, shall kee;.) Parking Garage and the Trade Center, respectively, insured after the construction period against loss or darnagle as a result of fire, bi.11('C and machii-Cry. burs-drig pipes, and those other hazards ordinarily ilh.l;; d a-ainst from time to time during torn of this Lease in tlhc City of N',iarni, Florida, unc'k-,r puliric•s for ��:�11 iil`iCS C(.)v -ri_g0 fcr physic a or Icss, ILO the C'XIC11t that s;lch irisurar,ce is gur.crzaly i;v :ilt1ic If iF! hirers of recogniz A respoiisibillty 1t11C1'l:a'd to do bilslr''- in i'lorida. Such insurance. Slhc l btr. in all c.:ilCalli ,ufi1C:",t to hr:.,ve-it tSic' City or DaCie, as the case may be, from being cc -insurer rind sh; :Il be malntr,ined in an a:riourlt riot less thin one huncrc_d puccnt (1000,S) of repincenlent coat of the Parkin; C,,:ra,e or the Tradic Center, as the case llhay be, ..s e<<ti.rl,;iilr:d by on the annivCrsz, ry lute cif tihe it;surarice or by itnllz.ticn C•nG'.rsciiient if rvaHL-, 1e. such insurance policy shall contain a loss p:yabled ciullsc in a.fiich thr loss shz�jl be paid to . the City or Dade resi�ecti•,•rly, ,:rid to insure::s, as tlhc.'r interests may appear. The City u:,d Dane agrQc that, with respect to any s?_!ch less or dwriage xhlch is covered by insurance than carried by thorn, respoctive_ly. the one c�rr�'ing in. ,irance ,., d sufferir;�; such loss relec;s-s the other of cnd f rom any &nd all clrin;s with respect thereto. (c) hcfcre entering upon the L'xcc:pted Premises or the IiG(I'li`i d PCC'11'i16E=s in CCrl,er 1011 V.'lth the construction Of the Pc:rkir:g Gary:-,c or the Trudc Center rand at ell tir-ies curing the Term of this Le, -se, , the City urld Dar.!e, ai ass;lrcancle for, but not In Iliiiltc`.il`rl of, il'le prov]sici,s in provide co!-nprL.-liunsive ;yer:eral 1?uL.liC lli:^lllty lllsUrance for premises and ti;?r tlCrhs, u:,c a.nd occupariu', includin, but not lilnlied t0, -30- • coverage for explosion, collapse and underground ("X.C.U.") hazards, independent contractors, products rand (,' cotnpleted operations, and contracnial wid pursonid injury as will protect Men or thu City, thdr rrspLctive officers, aqvrils and ernploy-c:es, froni any and zill clain-is card personal injury, injury to persons or death, or dw-nage to any pre arty of the City or of the public_, which ti)Ly, arise out of or in coswcdon Wh the perforn-lance. of any -,vork or operations or use or ocoTancy by Dade or the City in, on or over the P,-.tking Garage or the Trade. I—emr, LS the cwo :nay be, or the Laid or DeHiked NeWes. This sliz-11 inc-luc.'e, but shii!I not I.-(-- limited -zo a ccn-,bined single IRA of Ten `Million !Dollars Q10,00000.00, for personal injury, injury to persern or :talh or On pNpoly W-ae. The policy coverin,,; t;is insurance Sall be endorsed to cover the cmritractual liability of *,he City or Dac!e, as thec-asu, may bl:?, under Sec -don 7r,4 to other party, hereto, _rid :heir ri--spuctive officers, agerils CUM CMPIL)MCS, LA the other partic-s lhcrcto s!"a.11 !)-- as an adthlonzd insured unAr this policy. Vie City and piov!6-, ii:surance and continue it in effect at A] thnus throughout the Tenn of Ws Leak. L.iz--hifity 1-.-,surLncc with respect to ernrancQs, exits and passageways to or Areugli the Parkin,-,, CLrage and LH facilities or irnproveriAms in connection therewith, including lobMes, loading; areas, rcadvoyE, UJIM, stairs, moving sta0s, CACVatOrS (a-Fid pits and headhouses therefcr) and any other within the Parking Garhge to A used by Dade and the My A& be kept and 1-11aintair,i-d at tl-& t-:xpense of tric. City. (d) The City and Dade shall, at ull times from the date of Commencement of construction of the Parkin.; Garage and Trade Centeq respectively, and djdrg the Term of tMs Lease, provide Workniens' C'o r;l:cns.aion Insurarre prM coins; file Cityl anti Dade's respechve Hal ility urKer die Workinent Corl ponsation Act. (e) ;At all tunes from t`,c Rent Con,mcnccr,nt:r.-'.t Date and during the Terra of ON Lease, Dade shall provide, as may reasonably be regWred by the Cite, loss of rt_nt insurance (prt]v1diq for the paynent to the City for a poled of tip w 2 years of an 3rlount equal to the Wnt payable under this lcr,se, and spArAlcr lcak ge in�ur..nce prr..tec Ung both the City r:-Id Dade and i in an arno�.int rc:Lsonu.�,; nect.:,sr_ry to cover any ;cal loss. (f) Wee and th., City s';.:II secura curing and after We construMon pole:!, such comprehensive wwwrnobile 112}J!lit;J in`,ur«!lt'C, iriCllidin rlOr,-01t.'!'!CCl and hired car coverage, as WH protect Dude., and the City from ,_ry Lnd i-11 claims and damages for perscnal injury or death or p.-cperty to any proper,, of the City or Dace, as the, ca>c may to, or of the puNic Wch may raise cin of or in n,rinuction ;'.'Itit the per`orrnance of any tvork or operations done by or for Dade, or Se City in cor;ner_:i n a'!th the devclapmt_r;t or aperadcn of the barking Garage or the Trod^ Centt2.r 6--ring, and i ter the construction period %-dieth;:r such work or eperabons be by Dade, or the City, or their re-,pc_c:tive contractors or sul:-cor;tr;actors, or by anyone directly or in�iirec dy employed by any of them. The amount of such insurance M! be net less Sw a eornb;ned single limit of Ten .;!!lion D,_.: ws ($l J,L'JgOVO.00) for injury or de:E or for properly darn age. -32- During the construction of the Parking Garcq;e zL--,d the Trade Center, respectively, the City sh-411 cause its contrr..tors and subcoritrLict(_-rs iand Pzido shall cause its cmit racters and subcontramrs i3 prmide and keep in force the h6urwme net forth in suhsuctions ((.-.) and (d) al.-mvc-. SecUsi 702 RvsmmAde lomraw:c Compa-iie-,; Copi,.-,; of Policies. ,U D t-eqVrvd to be cz-.rriedj' h,._-ewndcr AM be covered by a policy or policies vith ipsums of reccgr,,.'ed respanNIAHly audmWed to do business In the policy additionaly insuring other ptop"7,y or Z..)y of the pm!vs hereto or insuring the inwrents of A the partic-, hcr,.--.to f ;":1` l7t• Ccf?ptable the cost Orromf can be properly LInverAned. Such policies inay provide for j-dicilles wt to exceed 10 of the re"acament cost of tQ respr.,k:tive irnprovm-lents Ls ;incst cL-.tc%-;rired I.-,y Ye irwrers thereof. 'Each immy "A ddiver to the wher crLVW, Mjcnw MIKA or CWtHind copies A Al policieg of imurance reqAred under KnOon 701. Ei.,_-h party A -III furnish to the other Qv!,A!n(:e of pLy!r-.,ej1t of premiums on L'I i.3eve policies; mch policics Vall ImAde that they way on he camMed cr r"wMA 11-ie consu[)t of City, the Trtvteo and Zny Leasehold NW:g,ce cxcopt that camcclimion for nompayinent of prendum may be mznd._LJ,,C,r not hms Wan 10 days Wnen nntjc,� il-,ert-of to tl.e City, the Tri.zs*ee &j,(! &-riy L(L,,,-',,ioId ',Wrtq;kjev; and such pWidos shill co!,it,,in a stand,-.rd first monyage endomcmunt substanUally cquivalent to We M_-vv York standard mor-,ggee cl ause. Section 703 Obiairdnr nourance Upon The Other P,3rty�-. FifflUre. If either party shculd fG, to proc.ure ins-,irLnctri'qulre.d to be rnLintalned herminder, cr to pay Ow preirlums the other 1.,,'.rty m&.y, but shall not be requALM to. promp, the name and pay swch premiums and, if so promred or paid, the w"! Y- PM shal A Ne Eld Paymme 10 S(jcn p&r-y by the other party or) iiarrest at the PHnne Rate. -33- St-ction 704 11 '7 111 it i S The City z�nd I)i.r:- at JI times inde"My and --ave h.trnile", or cause to be lnkminHicd and saved Dade or the (Ity, re5pectivcly, and their respectim officers, agents and employers, from Jl loss? cl,,irns and acti(.-ms they or any of then may Mer or sumak or Mch may be asserted or tht:m or -!ny of them gro"Ing dincly or !!!d'ir"ciIy oiit of loss cf life or or injury to or property to %O-Io:nSoc:ver belonging, occuring c-.jri!-,4 aijd in conrwction \;ilh: (0 We "vrk of the City or DEN, respectively, end A& respcuive cwtumvers and suVomtrz(—,r):'s, and tlhc.:ir rcspec-tive officers, agr ms Lnd emp.] wyees o f ( C "', S I r U ct i n g, inspecAny, iepairing, ch.mOJng, AproAng, renevInZ, reWlIng, or nWntn5A";, bmh WINly s7d frm time to tine throughrut Aw Twn of JS Ltase, So Wkiry Garage and the Trade Center, and The and (-ijr'.-,s fircraing or Lint ng the Lai id, or pztrt -J : i,-), tl-:,- r(- of, or (H) The u-q condAinn, oprmArn or o,.(kiiaricy of the ;md MUM cm rmpectivelA the Excepted Frendscs Lmd Prundscs, KOKIng vidi respect to the Exwpicd lNurnises, the zoem krd f"cHitics Sercin and in the Winised PmOses Sat un to be opunted and mAnInined by the My Lnd induArg "Oh regum 10 ",he Prvrnises, -,!,c aireas and MUM Wavin Lnd in the lExccptcd Pre -raises tl ca are to be opt:,ratcd and n;L.in',:tincd by DLe, or -34- (M) the collapse of all or any pz2r•t of any of tice respective facilities and improvements rcferrrd to in the clause 00 or of any v,wk of the City c.�r f`ade, �a t! c cc.s rn;.:;r i>e', in connection therewith %Oilch inay occur �;t , r:y t:111e or feorn till -le to 11m e, unless c;uc to the sole nc'l;ligence of the indemnified platy or their officers, agents or employees. -35- ARTICLE Vill DAMAGE Section %01 Oarna-c to Trade Center. In the pit that, during Me Te"n of tws inc 'rradc Center, or any part thereof, shz,-A 1)2 davaged or dowlayed by fire or other (--Lsijz.J1y, and as often as such d,!rnage or occur, and ixgorrluss of AqUer or not sudi Kona, or riestruction is by insurwc- furnished by P;.-Ae as provided in Artir-le V11, then excQpt as pmvidcd Wool We at Its ow cost and c�pwwq MY rcpzlr, rcszorc or rebuild the Trade Cc to subsiMAy the condhion eximin; or reThr-d to be cylstin; N 02 swaidares of Mcdon G02 have not Won mahMnoW prior to such dannAe er cksuuction or, in the alternahve in such cAer manner as tray be a;reed upon by the City, Dad", the %wee and wo, WMAd NhAtlLgoo. Such onntrucUon shall be pvrf,):-:r.cd all y in dc,-orc.'anoo- vith of :%rticle V. Done sKJl WnLUOCO any work of t-cpair, rabuiling or resterinkri required hereunder MAn three from the happcning of OQ ?::ML',-�0 or dc.�!truction� siiDject. hc",ever, io dOls in the collection of any insurance proceeds to be used for such purpme and obvIning rwrws;Ary z i,prov&-17, of the Lpprcgriatc Kovernmwmj withorities and suWantial Wynd!Won of wy wrk ci Ow uAvQW; Pa!-:<ing C�-r,5*.e - rl-,qulrcd by Section 602 livrenf. Wde MM diNgertly proqecu-LQ to Lny siich \,,ork of rupchi rAulding or r, slorHon. any provNion herein to the ccntrary, DaWl cAkWon to repair, nacre or rubudd' -1-.e TraA, FhEA be fully C01"dit."onal cn ihc' City's rest,watien of the undcrlyiq-, Par'r:in,- Gzirza^e as required by faction %02 hwoof. Arthur, in its Tole discrclion, if nct in cefz-ult hereunder, PaT Oct in Unu of repahimp, rmoring or rHAIditt; Aw Trade Center, %vithin twelve inonlis of tur sudi We or raWly by noW given to the City, to terrninate this Lease, Fnrovidcd that Ke esthnnied cost of such ,-..-ork inclij(`ing all costs that 1-ticiv be c,50ANY under gwvOly acceptA accuund, j0ndpleq shall exwed 211 A the -36- 011 whnated N irt'c gAht knnt for the Trade. Cower as t' lc'r;.,.l W '•i l:raisal, or if as i a result, directly or hairectl\', of ary cast.lzaty to tilt'. or ,:irking Garage or both, tau' Trade Center shall be wbst.'ntiill\' Unl '1'.: atiu>1+..' fur the purilose:i leased - -' [� 7 n r •l Ul t 1 d ^ •'lt wr he f;r,..'�'(� \l•Ithin 12 rl':ontihs hc�r inc:'.'C r.l;t, ll l CO. i0 1 \'•.'i 1 1 t 1. th tl i:�i ��' C::' of such caoualty. Such n' Mce shall he r_rrompanied by a t_c:rtifkd or bank check payddc to the City in an Lmount ecuaJ to the -Ircz,ler" of: (i) The hresrnt value a the tirric of such casualty of the Rent On the same ;Ynount per aJlJltllll cs is in effc.•ct on the date of tErJl'Ifi::'.!`Jl) for rile period r"rTnA ing in the Mal Term C'lsctowyed to Its then Pr':•st:m val'_Ie at i"1C ra.to or r-les of intC'r:-st payAle on the ikon uut`.i;...ynng Convention Maer wd Parking (oamle Wenue QJlt:. and (i) The ll al anc-e, if any, of t`:".e ir:surinc_e proor zeds received on cccoJ.lr':t of wdl ccSU�Jty afterrC'iCntinrl by h,::d;> Of Lin alllcunt equal to the ydue of Dade's interest in the Trade Ccr.'Ier and the MAW hrumisrs :r:..,',adialdy precedng such cawaIty, as det('.ril:ii:C'd l:y ,'l, pralsd, stO . V,..,•wr• r. to the of i%f-. r ..!lrih ._..'lin; t'cn, ))aide si,:_11 pay to tile City in Dro,__'ress payrncnts during i 1 f only the Trade the course of c� :rig, rc:tno'.'._l res;lttirt from sLJc,l fire. or c,s!..;:.ty, is Cramer c: hAs is to V rmnoved, ;lit' tot4l c,-.-st of d<:'bris remcv d, or If both the Trade Cesur and Garage WA is to to removed, nadOs shire of the cost of such ,:'t.kZ that l ,ace-nii:ge of il,_. toid cost of 640 removal C(.;U _l to the rStJ111L:�'d C"j:luC:_l: .:l'rt cost of the I, C'c' Cwter prior to the iiiv.;di,d by the stin,a' :d rc`i i�:cC l,.cllt cyst of On .."rt'::irad P;:rrar.t; Garay-,,r.....d i ra(,c- Center prior to „rrled io by the n irtNs or. if We i`::rtii,s c,i!1:,ct '.Ce'e, as 6.2ten--lined by Appral:A. F • n ruch t rJ'.11naQvi and pr 'iri<nt, w i bur i' .ny ii'r"o AM i',ave Daly f4, ht, I1; or r,i:1i' ..icns her..-'rAer or rei-oJr'c :.,,vintit t:f cllhc'r. -37- Soo -_ion 902 Darrl-ge to Parking GaLr Lge. In the event that, during the terin of this Lease, the Parking Garage and the a purTenant facilities to the Trade Center within the Parking Garage, or any part Thereof, shall be damaged or destroyed by fire or other casualty, and as often as such darnage or ciestruc_tion shall occur, and rega.rdle:"s of \vhether or not suc::h darna e or destruction is covered by insurance furnished by the City, as provided in ;'article Al, then except ;s provided below, the City at }ts own cost and expense, shall repair, reswre er rebuild the Parking Garage and such app atownt facilitlf.s to suhlantially till•: cOilG. tiori ex1sting or required to be C),iSTing (if the standards of Section 601 have nct been maintained) pdcr to Such darilage for destruction or, in the alternative in such oT-ic:r marm--,r as may 1>2 agreed upon by We Oty, made, the I CUstee and any Leasehold :'',';CrTyagee. Such cantrucHon shall be performed sr_Ibsiantldly in accordance with the r'E:quiremeilis of Article V. IM City shall. corrrmence Croy ',York of repair, rebuilding or Ct[St(.)lctiiGil r(:'Cililred 1':G'reindel' r•'lM Kne. ii'ionths frorTn the hapicn: pig, of -Lhe daina e or de struction, SUNE:A, however, to Map in time collection of any in-ulrance proceeds io be u:ic:tl for such purpose e ...,nd ObtI11.1'Ig necessary ai.,,ICyals C1 the appropriate governmental authoblies. the City shall dil-IgC'iltly prosecute to Cornpl!iioin any such ':c.'or k of 1epAr, wNiliding or restwation Or rebuBding. If, "Chin three mo ,tlns of the dc;rla gq t:it: iru Ci.lon Or ccri enination, the City had not cornrrntenccd such repair, restnr&.iion or rebAlding, or if, having commenced such work, the City w any time shall not be pro(:i'Mij; diligently Mth such work. Dade, It}nhr.1T wadding its rights urldar S'oci On 3206, may give notice to the City specifying that the `,'fork has not cur: nenced or the rmpect or r'.:Spects In `,',-hlch the work is not proceeding diligently if; upon ,.-.giraJcg1 of thirty days after giving of such r;otice, the vork has not or is not procee&ng dlligentlyq as tlic case may be, Dade nip, plrfornn such re gar and restoration as is necessary to enable, its full and uninnpecied use and TI•,.._._ Ceraer, aml the l; proveRierns thereon and the rights and -J"4 U- easements granted hereby and may enter upon any prat of the Excepted Premises to the extent necessary to perform such work and the cost of any and all such repair and restoration shall be repaid by the City to Lade on demand \vkh interest thereon at the Section 901 Takinv of Title. lf, at ,,ny tirne during the Tenn of this Lease, the whole or, substantially all of the Dernised Premises and the Trade Center and its c;ppurtenant facilities, or such portion thoreof as makes the residue- of the Demised Premises and the Trace Center substantially Untenantable for tlic purposes leased hereunder, shall be ta!:en for any public or quasi -public purpose by any lawful pov;!er or authority by the exercise of the ri�,.-llt of condernnc,Hon of eminent domain or by a, r•eernent between the City, Dade and ,:hose rats thnrized to exercise such ri;;ht, this Lease and the .Terns hereof shall icr'inlri'te and expire (%vithout affecting the rights of Dade to recover a\,tards for dari,iage,s &,-s provided in Section 5'G2) as of tl-ce date title shall vest in, or possession sh'- I be tc�'." rj by or on beha f of, the condt"Inning authority. N%+11chever first occurs, _lid the Pent to be p�_id by Dade shall be apportioned rind paid to such date and upon such terrnination and payment Dads shall have no further rights or obligations. hercullCier or re(-Ourse a'hF__1r1St the City. Except as hereinabove othcr',t,'r6e speclflc"cdly provik c d, if Jr -Fs than 'he whole or substantially all of the Demised Premises or the 1 rude Center shall be tartcn as aforesaid and if the residue of the Dernised Prernises and the l ra_e Center canter such con&rnnation is not substanticlly untenantable for tie ;:'orpr..stas leased hereunder, this Lease and the Term her•cof shall continue, but the lent thereafter pays}ale by I_ ade shall be apportioned and reduced, r_s of and frorn the date ti*1c shall vest in, or .pcssession be taken by or on behalf of, the condernning au-d%crit�', whichever first occurs, in an equitable ar;nount, taring into consideration the area and tvr)c of space rc::rnair;ing in the portion of the Dernised Premises or the Trade "enter not so taken, condeni lied or purchased and the gross Income which it is rstilniated Di d2 v,•ill be �.;Me to recelve therefi•orn rafter such event as compared with lilt, oro:,,., ii'iCC:i!':�- rj7.':�:'11'-.,%lEc by I_- adle heiore such event. Garage), each party shall prosecute its o%,,n clairn. All the proceeds of the taking (including interest) to v,.hich the City and Dade may be entitled shall be determined as follo�s.�s: O The COUI't in such COildt'I7lnatlOn prc�CEGCilfig, subject to any requirements of any Leasehold Mortgagee end if not prohibited by la`,:y shall be requested to make scparatc :i,,vards to the City, and Dade, and the City, and Dade agree to request that the court rna' e separate awards 'to each based upon a detern•iination of the value of their respc-ctivc inters sts made in the manner provided in Section 902(b), and the City, and Dade shall be limited to such sep&rate a`varCis if rnade by the court, subject t0 any ri,_hts of a(ipcal by the Ci,-N Lind Dade of such av,-ard by the court. (b) If such court is prohibited by ]ay., from making separate a`..,a rds to the City, and Dade, or declines to do so, subject to any rcquircinents of any Leasehold iori-a-ce, Dade shall I'eceive iliac portion of the at;at'Cl Which is represented by the value of its leasehold interest in the Trade Center zind the Dernised Premises lfilnlCdi'tC'.l\' pi'c cdinS the taming 1c. , in the case of a par lal taking. LI value Of ,he;.- in-terests in tlhe Trade Center and the demised PrC'i'nlseS immediately "feel' 'ihe taking. as determined by 'appraisal, and the City shw:,1 receive the balance. Such ava!-d and otlh,Lr proceeds shall be paid to, pooled and held in trust by a savin4s bank, ball: or _trust r_ompafly, or savings and loan association to be selected, by the City, and Dride, or, if they fail to agree, by the Trustee, pending distribution to the City, aril Dade :a_, albove provided. -41- _ T Sc•c -ion 903 Taking -for Temporary Use. If there is a taking, for temporary use or occupancy of the \t,'hole or any part of the DerniSe'd Prernises or the Trade Center or facilities appurtenant thereto at any Arne during Be Tenn of. this Lease for any public or quasi -public purpose by any lavrful power or authority by the exercise of the right of condemnation or eminent dornaln or by azi--crient bc'.twecri the City, bade and those allili HZCd 10 C-N';;rC1SL SJC11 right, the Term of this Lease shall not be reduced or affected in any % ay, and subject to any requirenients of any Leasehold 'Miortg,agee, the entire award shall, be disposed of as follo%•s,: (a) If the period of taking in respect of which the award is made is less than 5 years, So mudi of the award and n1her procc':'ds w,, is egu�J to the Rent (in the same amowit per anfwrn as in c ect irflrili•Tately preceding SUCK ta1{ItY?,). or, In the Case of a parti �� .ca<in1T, that porti��n of theResit attributable "on a. pro rata ba sis to the portion so Men, due to the. City duHng We ptlr'iod of such taking; (icCi}t.'iited to As then present worth it the Bond l.atc_; sl'lail be paid to. pooled anid held in tru!.t by a savings bank, bank or trust cornpany. or savings and loan association (for purposes of this suction ref errE'd to as the "Bank") to be selected i y the City, and Dade, or if they f all to agree by the Trustee, periding di:,trlbution in the manner proyid,ed bolo\'✓ and the balzmce of such a`:ord slid! be paid to Dade. ;%ny suins so deposited in trust shall be inverted in obH ahons of the: United States of America or Such other securities as the r..An and hale may agree upon. The Bank Shall duHng the perlUd of such taking pay We Rent, from the amount so im'ested in trust, to the City at Be times and in the inanner provided in Article III. Any balance of principal or interest remaking in trust at the icnAnaticri of such taking Shall be p�:Id to Dade. 01 If the peHod of the taking in respect of which the award is rnade is equal to or n re tliwi 5 yeas, Dade si" Al furnish assurmicis in form reasonably satisfactory to. the My is to We payment of Rent or. in the case �)f a partial takingo such portion of. Me Re.'It, i '.t2r th%. p!' .riod c. ;ile tcrn orary is:I•:ifij . -42- 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, made shall .furnish ussur•ances in the form satisfactory to the City with respect to the pa-Y- Kent of Rent, should Dade Cxerc.ise its option to renew, if bade fails to exercise its option to renew, the City shall receive that portion of the a%vard representing the pc:rind of taking extending beyond file current Term of the Lease. S-ction 904 Prose t ut.ion of. Fixture Clairns, The City, and Dade shall each have Jhe right in any condemna:iorl proceeding to prosecute its own claim with respect to, and to collect any ai%-yard for, a tarring of any rnachiner-y, crluiprrrent, fixtures or personal property which are not included in any a"Yard for land and irilprovernents. Section SGS At)'hr..arance in Condemnation Proc_et-dings. The City, c_nd Dade shall each have tihe right at ins ocrn expanse to appear in z:ny cond-anina-, on procec-10l -ius and to pi:rtlClpc.tP. ill rrh1' c":nd 1111 hearings, triads and appec S therein. In the event the City, and Dr:de shall re..ceive notice of any proposed Or pendinh cond>III rlatron proceedings a;:ft ctin; the: D-2-mise'd Prernises or the Excepted Premises, the party receiviriv such notice shall prornptly notify the other part% of the receipt and contents thereof. 0 AFAICLC X ASSIGNMENT, SUBLETTING, 1J;oRTGAGING Section 1001 Consent Regl.rired. Except as other vise exprtmMy prodded in this Article, Dade coveriants (a) not to assign or otherwise transfer this Lc&se or the terin and estate hereby granted, (b) not to sublet the Demised Prernises and the TrE.de Center or any part thereof or allo\v the sarne to be used, occupied or utijized by anyone other than Dade and (c) not to mortgage., pledge, encumber Drde's leasehold interest in the Demised Premises or any part thereof, in any aminer" by reason of any art or cm,,ission on the part of )_lade, \„li:hout in each Antance obtah ing the prior written consent of the City. The City shall not wjthhold its consent under this Sechon 1001 to 0) a rrr7rti;r ;e, pledge or other encumbrance: of. Dade% leasehold interest by mcwt qc e'or other Security inswunent to a reputable Let_ chold Mortgagee (:ncll;c+in'g a We to and leaseback from such 1_erse",old `,ir_,rti;ag�e) or resulting from the foreclos tire (termination of such sale and leaseback trans ychon) by such Leasehold Mortga;c-•e or a deed in lieu of such foreclosum, or (ii) or assj;ment, sublease or other transfer to a repiltable corporation or other enhgj if in the case of either 0) or 01) above, such Leasehold 'vlortg ages e or trainsferce, at th;, tii-ne of r71at<lilg such mortgage or trainfer, is reasona`.?ly determined by the City to have, after t.'-Mrig into account a reasonable projection of rental income from the Trade Center, net vforth sufficient to pay the Iient.and operate and maintain the Trade Center as required hereunder. Section 1002 F��c.:eptions. Vie: provisions of section 1001(a),,(b) and (c) shall not apply to: (a) transactions` �.vith a corporation into oi- �,ilh which bade is merged or consolidated or to slich submanti ►1y all of Dade's assets are transferred or 'o any corporation V,'hich controls or is controlled by Dade (b) rentals of space in the Trade Center to occilpancy tenants. -44- ,Y Section 1003 RrQUil' OI!'_nt, fnr /assignments or Transfer. �1ny assignnlc:nt, sublease or transfer, whether made with th'c City's consent Uur'Suail t to section 1001 or without the City's consent pursuant to Section 1002(a), shall be niado only if, and shall not be effective until, the assignee, sublessee or transferee shall t.'.;`:ecn ite, ;::cknowje.dge alld 6 1!ver to the City a record2ble agreement ill form arid substance satisfactory tO the "ity, whereby the a ss:`,nee, Slil;l-_s ee or transferee. sh:al _sl1me the obligations and perfnrmance of this LeaseanCl i't'.e to be personally bouvA by and ul:On all of the covenants. agreements, terms. provisions and Condlit1C�;"is hereof on the part of iDade to be per orrned Or observed and wherebythe ::ssiiwiec, sUbl:'.s1,ee Or transfc"reo shall-igrfr!e tha the -froVisi ,rls in SC°Ct10il 1001 shall, nC t`,;'1,ih.ta;hCai'1 such all oI• transfer. continue to be binding upon it. `:.'lt'' resp -ct fo all iutir--, c.S:vi`,..'il!11Crtt_•, suvlec!scs and transfers. �ction 1004 Cov�!nant .'Jot 'To As_ is rl,_Srlblc_t o'r Transfer. l�c'C'• covenants not to aSSihn, Sl.lb1'''t or tramsfcr 11s interest her'eurioer, e):Cept as &2loVJeCi i_y sf.'Ciloll 1002 and ciciuse W of Sc'.CtlOn 1001. UrIt:1 Sl}:S J,tlal COrripletlon Of C"O'1StrUCtiOn Of ti1;' Trade Center' (r_s &,fined in the Corlstruction Contract therefor) unless such tr:nSfer is regt;lred, either dlrectl, or lndir'eCtly, cs a result of repula tnry C:tj:on by anh -over'i•Irnental agency having jut"1sCiiciion over savings mild loan` ions. Furthor, Dade covenants not to assign, sublet or trrnsfer its interest hercun c;, vxcept rs allowed by section 1002 and Clause (i) of section 1001, after St.!bs—caritl_..i co;npletion o cConstruc-don of the Trade Center unless, at such dine, Djade iD 'ys, to t}1C C ty cn : I11QU;lt that iS -,hC lesser Of (a) ii"ie Net Proceeds ' (as defined or (b) $4,104,000 with respect to za transfer during; the calendar year in v.,'hich Sli3$tct;"iti a Corrlja4'tion of construction occurs, arid. `:v'ith respect to a transfer in an), of dic Ilex, tCrl years after SUbstantl.-..1 ct)rnpletion of construction occurs, an amoullt equal o $4,1041000, lv_-,s $410,400 for tech ye,:r that has passed since substantial �. rl i"il iil �'.tion of '.:onsLruGtlon h2S OCC.Ured.. ;'.11 N't Proceeds received by Dade niter the.. Ci"Y St!. 1 Z--MouriL be retained by Dadc. This prov.sion sh&dt not p1 !y subsequent to an Whid transfer by Dade, so WG as such mikur is madn at "arn)"Iengid' wh.h a non_-' Net Prowodl' shall nwon _.filic;ved Mayferce. " We procends of such w.wEvr that remain Wer cindunVon Ecr the cxpanes of such 'r,r1SJ',:x and -,hi., rc_.turn to 'Di-jdu A the wild Wyonal hy it in We Winked Premises and Se Trade Center. Wdow Mgaocn jo pay sums to ilic, '-s in tl'.is ]�)J3 1-(:- (';Anlnhed by awy h-y DL6_,. io -,.he U. S. BeWment of Holshn; aw! 1AMn DeMopmenr mlih resy"2ct to the MAG Grant to li C!""', 1-1pOn i-.Fl or 1)'y of -.M or uAsinwAly all of lS %vi-Lh ilhe, C-1--y'.� have w TuCAI por wi,cmUnty or 0591ty hereuVer nzypt for WjWons accrueCi p�or to qqdi cr trar,Aor. -0clAm 1005 TOM; in Lon4ANd h0dayng, iW�,Jy after a mortSng-, pla,fie or Pncuntwr A W KwAvid otw, JG1 of As LnAw, UK shall furnkh tho Sq, a \W"en nowce -Kd nddNw of Qe Leav?M "f1e �ilCs Q d 1. r d v.-It! I rr)-L i ce iT to L u)d'er Js -,nd n,;A, natico shil VC chm"A 'Cl Inve Low propody §vcn vad"s a copy Oemof shall in sudi AwUnld A&Q,ev; proAKA, honvvw4 (W to My shot not WAS nAcus Y) Fig Leaqwtoold the nL!,s;c.. 7.nd, oi 'prov; -,o tl`., C iiy H pH or to rf'.cc._-ipt 11.>y (7i, y of n�: ij ce he nLyne and Adrews A the Len. -.hold Moryajee, sald Levkdel Wrtgaqw 0,01 rw have any Anht mAnsocver undvr Owse proWslons in As Leave _;:Prond of" or "ryount ld' a p, act er emission \no :vq&rcd and of cs 'Lo such laysen, Kn,.!, or oij-.'ssicn be -46- *Wwwalwwww' n qffpauqv Section 1006 Nondisturbance. The City shall from time to time, promptly upon request of Dade and if the respective sublease and sublessee are satisfactory to the City, enter into agreements with Dade and one or more subtenants of Dade which agreements shall provide that in the event of a termination of this Lease, the possession of such subtenants and the enjoyment of all rights and privileges hereunder by such subtenants, shall not be disturbed so long as such subtenants shall agree that upon request of the City following a termination of this Lease, the subtenants will attorn to the City and will execute and deliver such instrument as the City may require in order to confirm such attornment. A A ARTICLE XI Article: URBAN DEVELOPMENT ACTION GRANT PROVISIONS Section 1101 Definitions. The following terms shall have the following respective meanings in this (a) "Act" means the Housing and Community Development Act of 1974, Pub. L. No. 93-383, as amended. (b) "Grant Agreement" means UDAG Grant Agreement Number B-80-AA-12- 0009 subject to such waivers of provisions therein or extensions of time granted thereunder granted by the Secretary or his designee. (c) "Grant Revenues" means the UDAG percentage of any gross income earned from the disposition of real or personal property acquired in whole or in part by the use of grant funds; (ii) the repayment proceeds (including; principal and interest) of any loan made in whole or in part by the use of grant funds; and (iii) any gross income from a grant supported activity where it is specifically declared at Exhibit A to the Grant Agreement that the income from such activity shall be deemed to be Grant Revenues. The "UDAG percentage", means an amount computed by applying the percentage of participation of UDAG funds in the total cost of acquisition of property or in the total amount of a loan, or in the total cost of grant -supported activity, to the gross income f rom the disposition of such property, the total repayment proceeds of such loan, or the gross income frorn such grant -supported activity. (d) "Non-UDAG Funded Activities" means those activities not directly assisted with UDAG Program funds, the assured completion of which was relied upon by the Secretary in selecting the Recipient for the award of funds under the Grant Agreement, which activities are more particularly described in Exhibit C to the Grant Agreement. -48- P-1 (e) "Participating Party" means, for purposes of this Lease, Dade. Identification as a "Participating Party" signifies that the Secretary, in selecting Recipient for the award of the grant, relied in material part upon a representation that the party so identified will, in consideration of the grant, undertake and complete one or more specified UDAG Funded Activities or Non-UDAG Funded Activities. (f) "Project" means the group of integrally related activities described in Exhibits B and C to the Grant Agreement which are to be carried out to meet the objectives of the UDAG Program, and includes all UDAG Funded Activities together will all Non-UDAG Funded Activities. (g) "Recipient" means the local government entity receiving UDAG Program funds pursuant to the Grant Agreement, as more particularly identified on the cover page to the Grant Agreement, specifically, in this case the City of 1lliarni, Florida. (h) "Secretary" means the Secretary of the United States Department of Housing and Urban Development or any other official of such department to whom the Secretary has delegated authority to act with respect to inatters covered by the Grant Ag reem ent. (i) "UDAG" means Urban Development Action Grant. (j) "UDAG Funded Activities" means those activities to be directly assisted with UDAG Program funds, which activities are more particularly described in Exhibit B to the Grant Agreement. (k) "UDAG Program" means the Urban Development Action Grant Program established by the United States Department of Housing and Urban Development pursuant to Section 1 l 9 of the Act. (1) "UDAG Regulations" means the regulations set forth in 24 C.F.R. Part 570, Subpart G, as the same may f rorn time to tirne be amended. Section 1102 Escrow of Grant Revenues. Upon instruction by the Secretary, such Grant Revenues as are received by the -49- Participating Party, prior to the completion of all UDAG Funded Activities, shall be deposited in escrow under arrangements approved by the Secretary, in order to provide funds to assure the completion of the UDAG Funded Activities. Section 1103 Grant Revenues Applied to Costs. Such Grant Revenues as are received by the Participating Party prior to the completion of all UDAG Funded Activities, shall be transmitted to the Recipient for use in reimbursing costs incurred for UDAG Funded Activities. Section 1104 Grant Revenues for Title I Activities. Such Grant Revenues as are received by the Participating Party after the completion of all UDAG Funded Activities, shall, at the option of the Recipient, either be transmitted to the Recipient or used by the Participating Party, subject to the approval of the Recipient, for community and economic development activities which would be eligible for assistance under Title 1 of the Act. Section 1105 Assurance of Governmental Approvals. The Participating Party and the Recipient represent and warrant that they have obtained, or have reasonable assurance that there will be obtained, all Federal, State and local governmental approvals and reviews required by law to be obtained by such Participating Party and Recipient for the Project. Section 1106 Completion of Project. The Participating Party acknowledges that the Secretary, in selecting the Recipient for the award of this grant, relied in inaterial part upon the assured completion of the activities to be undertaken by the Participating Party in connection with the Project; and the Participating Party assures the Recipient that such activities will be completed by the Participating Party. - 50- Section 1107 Assurances of Projected Jobs. The Participating Party represents, warrants, and covenants that it will use its best efforts to create or cause to be created, within 60 months after the date hereof, 600 new job opportunities, including 150 permanent new job opportunities for persons who, at the time of their employment, will be persons of low and moderate income. In order to assist and enable the Recipient to report to the Secretary as the Secretary may require, the Participating Party agrees to report to the Recipient, as the Recipient may from time to time require, on the numbers and kinds of such jobs created or caused to be created and filled. Section 1108 Maintaining Records and Rights to Inspect. The Participating Party shall keep and maintain books, records and other documents relating directly to the receipt and disbursement of grant funds; and any duly authorized representative of the Secretary or Comptroller General of the United States shall, at all reasonable times, have access to and the right to inspect, copy, audit, and examine all such books, records and other documents of the Participating Party until the completion of all close-outs procedures respecting the grant, and until the final settlement and conclusion of all issues arising out of the grant or under the Grant Agreement. Section 1109 Access to Project. The Participating Party agrees that any duly authorized representatives of the Secretary shall, at all reasonable times, have access to any portion of the Project in which the Participating Party is involved. The period of such right to access shall be the same as that set forth in Section 1108. Section 1110 No Assignment or Succession. The Participating Party agrees and acknowledges that no transfer of grant funds by the Recipient to the Participating Party shall be or be deemed an assignment -51- of grant funds, and the Participating Party shall neither succeed to any rights, benefits or advantages of the Recipient under the Grant Agreement, nor attain any rights, privileges, authorities or interests in or under the Grant Agreement. Section 1111 Secretary Approval of Amendments. During the term of the Grant Agreement, any agreement between the Recipient and Participating Party required to be submitted to and approved or accepted by the Secretary shall not be amended in any material respect, after such approval and acceptance, without the prior written approval of the Secretary, and an amendment shall be deemed "material", within the meaning of the above provision, if it cancels or reduces any development, construction, job creating, or financial obligation of the Participating Party by more than ten percent, or if it changes the situs or character of any development activity, or if it increases any time for performance by which the Participating Party by more than ten percent; provided, that an increase in any time for performance which does not exceed 30 days, shall not be dee►ned "material.". Section 1112 Disclaimer of Relationship. The Participating Party agrees that nothing contained in the Grant Agreement, or in any agreement between the Recipient and the Participating Party, nor any act of the Secretary, or of the Recipient, or of any of the parties hereto, shall be deemed or construed by any of the parties, or by the third persons, to create any relationship of third -party beneficiary, or of principal and agent, or of limited or general partnership, or of joint venture, or any association or relationship involving the Secretary. Section 1113 Other UDAG Provisions. The Participating Party agrees that its activities hereunder are and will be at all times consistent with the provisions of Section 119 of the Act and the UDAG Regulations. -52- ARTICLE X11 DEFAULT Section 1201 Events of Default. This Lease and the Initial Term hereof are subject to the limitation that if, at any time during the Term hereof, any one or more of the following events shall occur, that is to say: (a) If Dade shall fail to pay all or any 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 days after notice thereof f roin the City or Dade; or (b) If Dade shall fail to perform or observe any other requirement of this Lease (not hereinbefore in this Section referred to) to be performed or observed by Dade (except for the failure to observe or perform the requirements of Article IV, the remedies for which shall be limited to those provided in Section 302(d) and Article IV of this Lease), and such failure shall continue for sixty days after notice therof from the City to Dade; provided, however, that if such failure cannot be cured in sixty days, Dade shall have the right to begin to cure such default within said sixty days and to proceed therewith with reasonable promptness and diligence (and in the manner required by this Lease, including providing indernnity or security to the City if this Lease provides for the furnishing of same to the City), then such sixty day period shall be extended for such time as may reasonably be necessary to enable Dade by proceeding with diligence to remedy its failure; Then upon the happening of any one or more of the aforementioned Events of Default, the City may terminate this Lease upon giving not less than five days notice to Dade which shall state the date of termination of this -53- Lease, and, except as otherwise provided in Section 1205, at the expiration of such five days or such longer period as may be specified in the notice, this Lease and all the right, title and interest of Dade hereunder shall terminate and wholly cease and expire, and Dade shall quit and surrender the Demised Premises to the City, but Dade shall remain liable as hereinafter set forth. Section 1202 Remedies. In the event of termination of this Lease by the City pursuant to Section 1201, the City may: (a) Without prior notice or demand given to Dade or to any tenant or subtenant of Dade, re-enter upon and take possession of the Demised Premises, including the Trade Center, and Dade shall peaceably deliver possession of the same to the City; (b) With or without re-entering the Dernised Premises or the Trade Center, and without prior notice or demand given to Dade or any tenant, subtenant or sub -subtenant of Dade, subject to the rights of subtenants and sub -subtenants under non -disturbance agreements given pursuant to Section 1005 hereof, remove all persons and their property therefrom, including all tenants, subtenants and sub -subtenants of Dade, without being liable to any suit or action, civil or criminal, by reason therof, and Dade 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 legal authority; (c) With or without re-entering the Dernised Premises or the Trade Center, subject to such rights of subtenants and sub -subtenants, collect and retain without accountability to Dade all rents, issues, income and profits from the Demised Premises or the Trade Center; and (d) If Dade shall not have completed construction of the improvements to be made by it pursuant to Article V, the City may demolish and remove all or any -54- part of such improvements and take over and complete, or arrange for another tenant to take over and complete, the construction work of Dade set forth in Article V, or may construct or arrange for another tenant to construct other and different improvements upon the dernised Premises, as it shall from time to time elect. Such improvements on the demised Premises may compete with any business or activities of Dade or any tenant of Dade or any person, firm or corporation controlling, controlled by or under common control with Dade. In such event, Dade shall, if requested by the City, transfer and assign to the City, to the extent it is legally able to do so and without cost or expense to the City, all of the plans and specifications, contracts, agreements, rights and options of Dade relating to the construction, financing or leasing of the improvements to the Demised Premises and Trade Center. The City shall not be obligated to pay or to reimburse Dade for the cost or value of any improverents made by Dade to the Demised Premises, and Dade hereby waives all claims which it may have for any such payments or reimbursement. The exercise by the City of any right given by this Section shall not be deemed to be exclusive or to constitute an election and shall not prevent the City from exercising the other rights given in this Section or in this Article, including, without limitation, the collection by the City of damages from Dade for breach of this Lease. 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; and no action taken or omitted by the City in case of an Event of Default by Dade 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 1202 are expressly subject to the rights of the Leasehold Mortgagees given by Section 1205. - 55- Section 1203 Damages. (a) Amount; Reletting. In case of any such termination of this Lease by the City, Dade shall pay to the City upon demand (i) all expenses which the City may have then incurred or may thereafter incur for legal expenses, attorneys' fees, brokerage fees and commissions in repossessing and reletting the Dernised Premises and all 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 Dade under the terms of this Lease; and (iii) interest at the Prime Rate on the foregoing sums. The City may relet the Dernised Premises, in whole or in part, for such term or terms of years as the City may choose, which may be for a term longer or shorter than the remainder of this current term at the time of termination of this Lease, and (unless the statute or rule of law which governs the proceedings in which damages are to be proved shall limit the amount of damages which may be proved and allowed, in which case the City shall be entitled to prove as and for its damages and have allowed an amount equal to the maximum allowed under such statute or rule of law), Dade shall be obligated to and shall pay to the City, upon dernand and in addition to the amount hereinbefore provided for, damages in an amount which is equal to the excess, if any, of the Rent for the period f rorn the time of termination of this Lease (or from the end of the period in respect to which the City shall have collected damages from Dade 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 Dernised Premises from the time that the City obtained possession of the Dernised Premises to the original termination date of the then current term of this Lease, each discounted to its then present worth at the Bond Rate, plus interest theron at the Prime rate from the date of termination of this Lease until such surn is paid. In determining said rental value of the Dernised Premises, the rental value realized by any reletting, if such reletting be accomplished by the City within a reasonable time after such termination of this Lease and upon - 56- 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. (b) Interim payments. Until such time as the City shall have collected damages from Dade pursuant to subsection (a) above, Dade shall be obligated to and shall pay to the City, upon demand and in addition to the other amounts hereinbefore provided for, 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 preceeding quarter for all items which by the terms of this Lease were required to be paid by Dade 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 Dade if this Lease had not terminated, over the rents, if any, collected by the City f rom the Demised Premises for such quarter, plus interest theron at the Prime Rate from the end of each quarter until such sum is paid, and any suit or action brought to collect such amounts due by Dade 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. Dade shall not be relieved of its obligations to pay such damages by reason 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 Dade were not completed by Dade and the City shall go forward with construction of any improvements to the Demised Premises which the City may elect to have made. Section 1204 Waiver of Right of Redemption. Subject to the provisions of Section 1205, Dade for itself and all persons claiming through or under Dade, including its creditors, upon the termination of this Lease as provided in Section 1201, hereby waives to the extent permitted by law any and all right or equity of redemption provided or permitted by any statute, law or - 57- 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 term and any renewal term hereof. Section 1205 Rights of Leasehold Mortgagees. (a) The City agrees to accept performance and compliance by any Leasehold Mortgagee of and with any term, covenant, agreement, provision or limitation on Dade's part to be kept, observed or performed by Dade. if a Leasehold Mortgagee shall acquire the leasehold estate in the Demised Premises by foreclosure or otherwise, then, in such 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) The City agrees that following an Event of Default it will take no action to terminate the Term, nor to re-enter 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 the Term or to re-enter and take possession of the Dernised Premises on a date specified in such notice. Notwithstanding such notice, the Term shall not be terminated, nor shall the City re- enter and take possession of the Dernised Premises if (i) such Event of Default can be cured by the payment of a fixed monetary amount and within twenty days after the date such notice is given any Leasehold Mortgagee shall make such payment, or (ii) - 58- 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 the Leasehold Mortgagee, within thirty 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 commences (and thereafter diligently pursues) the curing of such default. (c) 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 shall enter into a new lease of the Demised Premises with a Leasehold Mortgagee or, at the request of such Leasehold 'Mortgage but subject to the same requirements set forth in Section 1001 for an assignment by Dade, 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, provided (i) such Leasehold Mortgagee makes written request upon the City for such new lease within thirty days of ter the giving of such written notice of termination and such written request is accomanied 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 deliver 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, less the net income from the Dernised Premises collected by the City subsequent to the date of the termination of this Lease and prior to the execution and delivery of such -59- e /^ new lease, and (iii) the Leasehold Mortgagee agrees to cure, within thirty (30) days after the execution and delivery of such new lease, all uncured events of Default of which the City shall have given such Leasehold Mortgagee notice, or if any such event of Default cannot be cured within such period, such Leasehold Mortgagee agrees to commence, within such period, to cure such Event of Default and thereafter pursues the same with due diligence. If the City receives written requests in accordance with the provisions of this Section from more than one person, the City shall only be required to deliver the new lease to the Leasehold Mortgagee who is, among those Leasehold Mortgagees requesting a new lease, the holder of the most junior Leasehold Mortgage, provided that such Leasehold Mortgagee shall, not later than the execution of such new lease, pay in full the sums secured by all Leasehold Mortgages which are prior in lien to the Leasehold Mortgage held by such Leasehold Mortgagee. Any new lease made pursuant to this paragraph 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 priority in time and in right as this Lease and shall have the benefit of all of the right, title, powers and privileges of Dade hereunder in and to the Demised Premises and the Trade center. At Dade'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 1205. (d) This Lease shall not be modified, amended, surrendered, cancelled or wholly or partially terminated by Dade, nor shall any waiver of Dade's right hereunder or any approval or consent of Dade required hereunder be effective, without the written consent of each Leasehold Mortgagee whose name and address shall have been furnished to the City pursuant to Section 1004. -60- Section 1206 Defaults by the City. If the City at any time during the Term shall fail to observe or perform any of the City% covenants, agreements or obligations hereunder, and if any such default shall not be cured, as to any default resulting from the nonpayment of money, within 30 days after receipt of written or telegraphic notice thereof by Dade or, as to any other default, within 60 days after Dade shall have given to the City written notice specifying such default or, in the case of any default not resulting from the nonpayment of money which cannot with diligence be cured within such 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, it being intended, in connection with a default not susceptible of being cured with diligence within such 60 day period, that the time of the City within which to cure the sarne shall be extended for such period as may be necessary to complete the curing of the sarne with due diligence, then Dade 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 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 capacity as such, but not personally; and (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 remedying of such default -61- ARTICLE XIII GENERAL PROVISIONS Section 1301 Ownership of Improvements. The title to the Parking Garage and the Trade Center and to any additions or Improvements to any thereof shall vest in, and shall be and become the sole and absolute property of the City and Dade, respectively; provided, however, upon termination of this Lease, either by default or expiration of term, subject to the provisions of Section 1205, the Trade Center and any additions or improvements thereto shall become the absolute property of the City, clear of all erncumbrances and charges, and without cost of any kind to the City. Section 1302 Covenant of Title; Quiet Enjoyment. The City covenants and warrants with and to Dade that the City has good record and marketable title to the De►nised Premises, free of liens, charges or encumbrances and that the City has good right, full power and lawful authority to demise and lease the Demised Premises in the manner and form herein done or intended so to be. Dade, on paying the Rent and other sums payable by Dade hereunder as and when the same shall become due and payable and observing and performing the covenants, conditions, limitations and agreements herein contained on the part of Dade to be observed and performed, all as herein provided, shall and may lawfully, peaceably and quietly have, hold and enjoy the Demised Prerises during the Term, without hindrance, ejection or molestation by the City or any person or persons claiming by, through or under the City, subject, however, to all the provisions of this Lease. Section 1303 End of Term. Dade shall peaceably give up and surrender possession of the Demised Premises and every part thereof unto the City at the expiration or sooner termination of the Term of this Lease, together with the improvements and all fixtures and -62- facilities therein, or forming part thereof, or appurtenant thereto, in good condition and repair, fire or other casualty and reasonable use and wear thereof excepted. Section 1304 Headings. The headings of the Articles, Sections and subsections herein are inserted only as a matter of convenience and for reference and in no way define, limit or prescribe the scope or intent of this Lease or in any way affect the interpretation of this Lease. Section 1305 Notices. Any notice, demand, direction, request or other instrument authorized or required by this Lease to be given shall be deemed to have been sufficiently given or filed for all purposes of this Lease if and when deposited in the U. S. mail, sent by registered mail, return receipt requested to the respective addresses set forth on the cover hereof or herein. The parties hereto may, by notice given hereunder, designate any further or different addresses to which subsequent communications under this Lease may be sent. Section 1306 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 1305, and such approvals or consents shall not be unreasonably withheld or delayed by the party required to give the same. Section 1307 Estoppel Certificates. Each party agrees, at any time and from time to time, as requested by the other party, upon not less than ten days' prior notice, to execute and deliver to the other a staternent 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 -63- ' r r 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 signed may have knowledge, it being intended that any such statement delivered pursuant hereto may be relied upon by others with whom the party requesting such certificate may be dealing. Section 1309 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 [fade except as specifically permitted herein. Section 1309 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 agreement is in writing signed by the parties to this Lease and approved by the Trustee and any Leasehold Mortgagee. Section 1310 City's Obligations. Any obligation of the City or any liability imposed on the City under or pursuant to this Lease shall be payable solely out of revenues of the City derived by the City f rorn the operation of the parking Garage and from other revenues of the City lawfully available therefor, exclusive of revenues derived from real property and intangible personal property. Section 1311 Governing Law. This Lease and the rights of the parties hereto shall be governed by and construed in accordance with the laws of the State of Florida. -64- IN WITNESS WHEREOF, THE CITY OF MIAMI, FLORIDA, has caused this Lease Agreement to be executed in its name and on its behalf by its City Manager, and the official seal of said City to be affixed and attested by the City Clerk or the Deputy City Clerk of said City thereunto duly authorized and DADE SAVINGS AND LOAN ASSOCIATION has caused this Lease Agreement to be executed in its name and on its behalf by its Senior Vice President and its corporate seal to be hereto affixed and attested by its Secretary thereunto duly authorized, as of the day and year first above written. (Official seal) ATTEST: City Clerk (Corporate Seal) ATTEST: THE CITY OF MIAMI, FLORIDA City Manager DADE SAVINGS AND LOAN ASSOCIATION Senior Vice President Secretary APPROVED AS TO FORM AND APPROVED AS TO CONTENT CORRECTNESS George F. Knox, Jr. James J. Connolly, Project City Attorney Director, Director Convention Center -65- EXHIBIT A DESCRIPTION OF LAND That certain parcel of land as described in that sketch of survey entitled "Tentative Plat of World Trade Center" as prepared by the Department of Public Works, City of Miami, Florida, under Job # E 1064, File # CP 246 and consisting of one sheet. EXI* IT R DESCRIPTION OF DEMISED PREMISES Subject to the as -built determination described herein, the Demised Premnises shall consist of the volume of space lying above the horizontal plane (the "Base Plane") at elevation feet above within the vertical planes of the perimeter of the Land, as defined in Exhibit A. The Demised Presrnises shall include the following appurtenant rights within the Excepted Premises and the Parking Garage, such rights to be for the exclusive use of Dade unless otherwise described: 1. For access to and use of, in common with the City (except as otherwise provided herein), all stairways and other means of ingress and egress between the Parking Garage and the Base Plane and the Trade Center and between the Trade Center and SE Third Street, SE First Avenue and SE Second Street. 2. For access to and use opf, in common with the City, the Parking Garage and between the Parking Garage and the Base Plane and the Trade Center. 3. For access to and use of the express elevators and the elevator shafts f rom th Lobby described below to the Base Plane and the Trade Center. 4. For access to and use of an elevator lobby on the Southeast First Avenue side of the ground floor of the Parking Garage. 5. For use in common with the City of an area sufficient to comply with local building and zoning codes on the ground level of the Parking Garage for truck and vehicular loading and unloading and movement of equipment and supplies. MI 6. For use of certain areas to be designed by the City and Dade within the Parking Garage for mechanical, electrical, storage, maintenance, utilitles and other purposes reasonably supportive of the Trade Center. 7. For use of other areas within the Parking Garage at locations determined by Dade subject to the approval of the City, which approval shall not be denied or withheld if such use does not diminish kthe parking capacity of the Parking Garage or unreasonably interfere with the parking opeations conducted therein, for plumbing, drainage, electrical, telephone, water, heating, ventilating, air cooling, gas, steam, exhaust, and other utilities, piping, lines, ducts, shafts and equipment, appurtenant to or supportive of the improvements which may lawfully be constructed (or reconstructed as provided herein) withinb the Demised Premises or in which Dade is granted a right under any provision hereof, and any activities conducted therein. 8. For support, in common with the City, in and to all structural members, footings and foundations to be located within or without the Land and which are necessary for support of improvements which may lawfully be constructed (or reconstructed as provided herein) witin the Demised Premises and anyu improvements with respect to which Dade is granted a right unbder any provision hereof. 9. For entry upon, and for passage through, the Excepted Premises and Parking Garage with men, material and equipment for maintenance (including but not limited to, painting and other decorating), operation, inspection, testing, repair, copnstruction, alteration, replacement and cleaning of all or any part of the improvements or equipment of the City of Dade, whether or not located in the Excepted Premises or Parking Garage, to enable the use by Dade of the rights granted hereby, including but not limited to the structural members, footings and foundations required for support of the improvements to be built in the Demised Premises as described in Article 5. Such operations shall be performed In a manner that will not unreasonably interfere with the operation of ' the Parking Garage. The rights granted to Dade in this paragraph shall not impose any affirmative obligation on Dade except where expressly provided elsewhere in this Exhibit. 10. For entry upon and pasage through the Excepted Premises to the extent necessitated by an emergency involving risks of personal injury or property damage. Excepting and reserving in the Demised Premises for the benefit of the City, to be used in common with Dade and others entitled thereto, the following rights: 1. For public pedestrian passage in a lobby area on the first level of the Trade Center between the terminii of the elevators described in items 2 and 3 above. 2. Of support in and to all structural members, footings and foundations located within the Excepted Premises with respect to which Dade is granted a right hereunder and which are necessary for support of the Parking Garage. 3. For maintenance (including but not limited to, painting and other decoration) operation, inspection, testing, repair, construction, alteration, replacement and cleaning in any area within the Excepted Premises with respect to which Dade is granted a right hereunder, the responsibility for which is required or permitted hereunder to be performed by the City. -III- 4. For entry upon, and passage through, any areas withinb the Excepted Premises with respect to which Dade is granted a right hereunder with men, materials and equipment, to the extent reasonably necessary in the performance of maintenance (including but not limited to, painting and other decoration), operation, inspection, testing, repair, construction, alteration, replacement and cleaning, whether or not located within the Excepted Premises, the responsibility for which is required or per►nitted hereunder to be performed by the City. 5. For ingress and egress through any facility located within the Excepted Premises with respect to which Dade is granted a right hereunder to the extent necessitated by an emergency involving risks to persons or damage to property. Notwithstanding any provision in this Lease to the contrary, in recognition of the fact that the appurtenant rights described above will be further defined upon completion of the various improvements described herein, from and after substantial completion of construction of the Parking Garage and the recording of separate instrurnents relating thereto, the Base Plane shall be the uppermost surface, at various elevations, of the roof of the Parking Garage completed to the level described in Section 502 of the Lease, and the areas in which the rights are granted, excepted or reserved hereby, if enclosed, shall be located on an as -built basis between the inner surfaces of the walls of such areas. -lv- EXHIBIT C CONVENTION CENTER PARKING GARAGE DESIGN CRITERIA ■ Structure and Foundation The garage superstructure framing and garage foundations will be reinforced concrete. The garage superstructure and foundations will be designed to accommodate a 600,000 square foot office building tower with a typical gross floor area of 15,000 to 20,000 square feet per floor. The garage will carry a tower superstructure framing system of reinforced concrete capable of supporting 50 lbs. per square foot live load and 20lbs. per square foot dead load all in accordance with the South Florida Building Code. The garage columns will be spaced and located so as to produce the most efficient, functional parking scheme giving due consideration to the needs of the air rights structure. The garage columns will be designed to pick up the tower loads concentrically. Each garage column supporting the tower will carry loads computed at each column as forces in three directions and bending moments in three directions. These six components of force at each column carrying the tower will then be transmitted through the garage structure to its foundations. If it is desired that the tower column grid is shifted off of the garaage column grid, the tower design will need to incorporate appropriate transfer girders to accomplish this desire. Mechanical and Electrical Provide ground floor space adjoining building exterior for domestic water surge tanks, fire pumps, domestic water pumps and related piping and equipment. Space provided: approximately 201X25'X15', but at least sufficient to meet applicable code. C-1 i►_ Provide domestic water, sewerage, waste, vent piping, fire system and sleeves for entering service. Provide sleeves only for piping and risers for the domestic water and fire water systems at a location determined by the City. Domestic water and fire water systems shall be sized for the above described tower, in accordance with the South Florida Building Code and good engineering practice. Provide sleeves only for primary electrical service in accordance with Code at a location determined by the City. Provide a complete HVAC system for ground floor lobby and shell retail spaces. Elevators: Shafts for access to tower will be provided through the garage for six elevators. Four passenger type capable of carrying 6500 lb. and two freight. The passenger type elevator will be capable of going to the lobby level of the Trade Center. The responsibility to extend the shaft from the roof deck to the lobby level will rest with the tower developer. Fire Stairs: Fire stairs will be provided throught the garage structure adequate to meet the code requirement and the type of occupancy expected in a trade center type building of 600,000 sq. ft., not to exceed 5 feet in width. Necessary corridor offsets from the office building fire stair locations to the locations of the exit stairs within the garage shall be handled entirely within the office building structure. Exits for fire stairs at grade shall be in accordance with the South Florida Building Code and appropriately co-ordinated with ground floor lobby and retail space layout. Roof Deck Above the last parking level a roof deck shall be provided which is designed for a live loading of 100 lbs. per square foot. No waterproofing membrance will be provided. Special features and waterproofing of the roof deck beyond the tower C-2 structure will be the responsibility of the tower developer. Any special considerations to the roof deck such as special drainage requirements or lighting requirements will be the responsibility of the tower developer. Garage Exterior Finishes An allowance of $450,000 has been provided for tlhe garage exterior and lobby finishes. This allowance may be transferred to the tower developer should he elect to provide a curtain wall other than the one proposed for the garage byf the Turnkey contract. The tower developer is responsible for lobby finishes. General Provide off-street loading berths for a 600,000 square foot office building as described above and as required by the South Florida Building Code and applicable zoning requirements. Provide access to the 600,000 square foot office building freight elevators from the loading dock. Said access shall be planned so as not to interfere with ground floor layout of the lobby, retail facilities, garage access or the people mover access. Storm Water Facilities Provide storm water systems to handle rain water runoff as required by South Florida Building Code and in accordance with good engineering practice, within the boundaries of the site. Schematics In addition to the written description this exhibit includes tlhe sketches prepared by I.M. Pei and Partners dated May 29, 1980 and the six sketches prepared by Miami Center Associates dated June 11, 1980 and attached hereto and made a part hereof. 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Ill sit (S If '• • r a � � 1 �.. ._. _ ._ .. _ � .-.. .. _ S•- _-. .... - ..»_ ---.._ ._.-- .-.may— _...�»_ - .-� A-,, l?—,I.w...»rr*.p....w,r....N„�wr•r.,,,.,R,rr...rn+•,.n.�r�+'e-rtee.fw».«.•—,'.«Twr-+w.e.�«.,ww•.;,:.-,-....... ••...v.••..,�► .•,...,.I...� PtiitlT . a�.•naa••.+r••+ws•a!•>�4y�w•.w�+•-�•�.�.e.errs,.w+.r,•.r. T•M-.� •, •% •,.A4, >. .�.� • {' ! - lei• 71 I M.••.••• tV•+. •i1. .I'.a�'•.• '.•.. y•M•M••...•..�L•�.•'•.••M.•-.�•._'!:(�J.•a'�'rl •.rlr•'.11•+!'M•..� ��.��M'. V.y• I6: �tJlL---------------- ., � P.r►. cNEz. 138 ',1 • -153 <,L c 15'S . re+►. Aae�1 vim►. IY� '�° r= c 4,5 . �OQ�PaY/tro/AM4'�O.GIAL. s �_� 4L• TOT AL .. � nrtn5� �/5 g�zrto�S alb }- CO FA G►KGu�.nT1oN ISO* �i - O04L /11SSIify[ ttioo �. offtfs VX95- ,� ,:, `:! ��\ •'r- . - '�� `. - `. $ � _ • GOI�.S � GOO ' ♦ � j .� .. •.7 •.. - � :Ji-�/►si�.-w+s�.r�"r• r►*.L � -�;4± � ..�„�...�...+:.NS <. w. A ••wry . N III 111 III MINA . . EXMWT D DESCRIPTION OF TRADE CENTER A3 per the plans called for in Section 510 hereof. EXHIBIT E ALLOCATION OF SPACE WITHIN THE TRADE CENTER TENANT SPACE A. TC Special Services and Facilities 509000 B. Qualified Space (see Section 302 (c) 300,000 C. Space Reserved for Dade 1509000 TnTAL 500.000 Square Feet EXHIBIT F Section 402. Rent Adjustment Formula After the close of each calendar year the City shall compute the Third Rent Component based on the formula set forth below and the information provided to the City by Dade pursuant to Section 402 and said amount, if any, shall be promptly paid to the City by Dade. The Third Rent Component shall be an amount equal to: (a) the First Rent Component for the calendar year in question (as adjusted for any increase or decrease after the close of the year) divided by the number of square feet of space in the Trade Center reserved to or for the benefit of Dade, as set forth in Exhibit E to this Lease, Less (b) the Second Rent Component for the calendar year in question (as adjusted for any increase or decrease after the close of the year) divided by the number of square feet of space in the Qualfied Space, Multiplied by (c) the number of square feet in the Qualified Space not being used for Trade Purposes in the calendar year in question. �- 6/23/80 of To: RT Fr: RR The contract referred totain this resolution was the one we used as Attachment "A" on' Resolution 80-416 (6/6180). I do not know if changes were made on it - Terry Percy is not in today - so I am sending the original resolution without any attachment. If no changes were made you can xerox Attachment "A" of $80-416. If changes were made I'll send you a copy of same, as soon as Percy gets back i ,-- 6/23/80 owl To: RT Fr: RR The contract referred to►,.in this resolution was the one we used as Atta.rhment "A" on, Resolution 80-416 (6/6180). I do not know if changes were made on it - Terry Percy is not in todav - so I am sending the original. resolution without any attachment. If no changes were made you can xerox Attachment "A" of $80-416. If changes were made I'll send you a copy of same, as soon as Percy gets back — EXMBIT C CONVENTION CENTER PARKING GARAGE DESIGN CRITERIA Structure and Foundation The garage superstructure framing and garage foundations will be reinforced concrete. The garage superstructure and foundations will be designed to accommodate a 600,000 square foot office building tower with a typical gross floor area of 15,000 to 20,000 square feet per floor. The garage will carry a tower superstructure framing system of reinforced concrete capable of supporting 60 lbs. per square foot live load and 201bs. per square foot dead load all in accordance with the South Florida Building Code. The garage columns will be spaced and located so as to produce the most efficient, functional parking scheme giving due consideration to the needs of the air rights structure. The garage columns will be designed to pick up the tower loads concentrically. Each garage column supporting the tower will carry loads computed at each column as forces in three directions and bending moments in three directions. These six components of force at each column carrying the tower will then be transmitted through the garage structure to its foundations. If it is desired that the tower column grid is shifted off of the garaage column grid, the tower design will need to incorporate appropriate transfer girders to accomplish this desire. Mecliimical and Electrical Provide ground floor space adjoining building exterior for domestic water surge tanks, fire pumps, domestic water pumps and related piping and equipment. Space provided: approximately 20'X25'Xl51, but at least sufficient to meet applicable code. a Provide domestic water, sewerage, waste, vent piping, fire system and sleeves for entering service. Provide sleeves only for piping and risers for the domestic water and fire water systems at a location determined by the City. Domestic water and fire water systems shall be sized for the above described tower, in accordance with the South Florida Building Code and good engineering practice. Provide sewerage, waste, and vent piping, and rain water leaders in accordance with Tower design requirements and at a location co-ordinated with Tower layout. Provide sleeves only for primary electrical service in accordance with Code at a location determined by the City. Provide a complete HVAC system for ground floor lobby and shell retail spaces. Elevators: Shafts for access to tower will be provided through the garage for six elevators. Four passenger type capable of carrying 6500 lb. and two freight. The passenger type elevator will be capable of going to the lobby level of the Trade Center. The responsibility to extend the shaf t from the roof deck to the lobby level will rest with the tower developer. Fire Stairs: Fire stairs will be provided throught the garage structure adequate to meet the code requirement and the type of occupancy expected in a trade center type building of 600,000 sq. ft., not to exceed 5 feet in width. Necessary corridor offsets f rom the office building fire stair locations to the locations of the exit stairs within the garage shall be handled entirely within the office building structure. Exits for fire stairs at grade shall be in accordance with the South Florida Building Code and appropriately co-ordinated with ground floor lobby and retail space layout. Oak Roof Deck Above the last parking level a roof deck shall be provided which is designed for a live loading of 100 lbs. per square foot. No waterproofing ineinbrance will be provided. Special features and waterproofing of the roof deck beyond the tower structure will be the responsibility of the tower developer. Any special considerations to the roof deck such as special drainage requirements or lighting requirements will be the responsibility of the tower developer. Garage Exterior finishes An allowance of $450,000 has been provided for the garage exterior and lobby finishes. This allowance may be transferred to the tower developer should he elect to provide a curtain wall other than the one proposed for the garage byf the Turnkey contract. The tower developer is responsible for lobby finishes. General Provide off-street loading berths for a 600,000 square foot office building as described above and as required by the South Florida Building Code and applicable zoning requirements. Provide access to the 600,000 square foot office building freight elevators from the loading dock. Said access shall be planned so as not to interfere with ground floor layout of the lobby, retail facilities, garage access or the people mover access. Storrs Water facilities Provide storm water systems to handle rain water runoff as required by South Florida Building Code and in accordance with good engineering practice, within the boundaries of the site. In addition to the written description this exhibit includes the sketches prepared by I.M. Pei and Partners dated May 29, 1980 and the six sketches prepared by Miami Center Associates dated June 11, 1980 and attached hereto and made a part hereof.