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HomeMy WebLinkAboutExhibit ALEASE AGREEMENT THIS LEASE AGREEMENT (hereinafter referred to as the "Lease") made and entered into the 44 day of January 2024, by and between CORAL WAY INVESTMENTS, INC (hereinafter referred to as the "Landlord"), and THE CITY OF MIAMI, A MUNICIPAL CORPORATION OF THE STATE OF FLORIDA hereinafter referred to as "Tenant"). WIT NESSETH: 1. LEASED PREMISES Subject to and upon the terms, provisions, covenants and conditions hereinafter set forth, and each in consideration of the duties, covenants and obligations of the other hereunder, Landlord does hereby lease, demise and let to Tenant and Tenant does hereby lease, demise and let from Landlord those certain premises in the building located at 2100 Coral-WaySW 22nd (StreetMiami, Florida 33145 (hereinafter referred to as the "Building"), the premises known as Suite 300, which consists of 2000 square feet of Net Rentable Area (includes proportionate share of restrooms, hallways, lobby, etc. that are the common use for all the tenants) located on the 3rd floor of the Building (hereinafter referred to as the "Premises"). 2. TERM This Lease shall be for a term (hereinafter referred to as the "Term") of ONE (1) year commencing on the 1st day of March 2024 (the "Commencement Date") and ending on February 2 20254. Taking possession of the Premises by Tenant shall be conclusive evidence as against Tenant that the Premises were in good and satisfactory condition when possession was so taken. This Lease does not grant any right to light or air over or about the Premises or the Building. If Tenant, with Landlord's consent, shall occupy the Premises prior to the Commencement Date as specified hereinabove, all provisions of this Lease shall be in full force and effect commencing upon such occupancy, and rent for such period shall be paid by Tenant at the same rate herein specified. If Landlord is unable to deliver possession of the Premises to Tenant on the Commencement Date set forth above, by reason of the holding over of any prior tenant or any other reason, an abatement of the rent to be paid hereunder shall be allowed Tenant under such circumstances until possession of the Premises is delivered to Tenant; provided, however, nothing herein shall operate to extend the term of this Lease beyond the original expiration date. Such abatement of rent shall be the full extent of Landlord's liability to Tenant for any loss or damage to Tenant on account of Landlord's delay in delivering possession of the Premises to Tenant. If Landlord is unable to deliver possession of the Premises to Tenant within ninety (90) days following the Commencement Date set forth above, Tenant shall have the right to cancel this Lease upon written notice thereof delivered to Landlord within five (5) days after the lapse of such ninety day period, and, upon such cancellation, Landlord and Tenant shall each be released and discharged from all liability under this Lease. 2A. OPTION TO RENEW Commented [SLU]: Address corrected to what is listed on Miam-Dade County Property Appraiser's website. 1 1 Provided Tenant is not in default under this Lease, Tenant may elect to renew this Lease for an additional term of ONE (1) year. No later than two months (2) prior to the expiration of the Term of this Lease, Tenant shall notify Landlord in writing, in the manner set forth in paragraph 34 of this Lease of its intention to renew this Lease as above mentioned and failure to timely give such notice shall constitute Tenant's election not to renew the term of this Lease otherwise, in case to renew the lease, base rent shall increase 4%. 3. TENANT INSURANCE Tenant covenants and agrees to provide on or before the Commencement Date of the Term of this lease, and to keep in force during the Term of this lease, comprehensive liability insurance policies insuring both the Landlord and Tenant against any liability whatsoever occasioned by acts on or about the Premises or any appurtenances thereto. Such policies shall have coverage limits of no less than One Million and 00/00 ($1,000,000.00) Dollars in respect to any one person, and Two Million and 00/00 ($2,000,000.00) Dollars in respect to any one accident. Certificates of insurance for all applicable coverages, together with evidence of payment therefore, shall be delivered to Landlord immediately upon request. Tenant shall renew said policies not less than thirty (30) days prior to the expiration date thereof from time to time, and furnish said certificates and receipted invoices of payment therefore to Landlord. The policies shall provide that Landlord is an additional insured and that the insurance company shall give Landlord at least thirty (30) days' prior written notice before cancellation or termination of coverage. Landlord has the right to force place the insurance if Tenant does not comply with the provisions herein within thirty (30) days hereof. 4. BASE RENTAL al Tenant agrees to pay Landlord on the first day of each month, in advance, during the term of this Lease, the monthly rental as follows: $ 4,833.33 Monthly Base Rent for the period 03/01/24 through 02/28/25 $ 0.00 Monthly State Sales Tax - Currently 5.5% $ 4,833.33 TOTAL MONTHLY PAYMENT The following amount shall be paid upon Tenant's execution of the Lease: $ 4,833.33 Security Deposit $ 4,833.33 First's Month rent $ 9,666.66 TOTAL PAID If the Commencement Date falls on any day of a month excepting the first day, Tenant shall pay Landlord rental as provided for herein for such commencement month on a pro-rata basis (such proration to be based on the actual number of days in the commencement month), and the first full calendar month's rent due hereunder. Rental for any partial month of occupancy at the end of the Term of this Lease will be prorated, such proration to be based on the actual number of days in the 2 partial month. In addition to Base Rental, Tenant shall and hereby agrees to pay to Landlord each month a sum equal to any applicable sales or use taxes levied by government authority, tax on rentals, and any other charges, taxes and/or impositions now in existence or hereafter imposed based upon the privilege of renting the space leased hereunder or upon the amount of rentals collected therefore. Nothing herein shall, however, be taken to require Tenant to pay any part of any Federal and state taxes on income imposed upon Landlord. — Tenant is Tax exempted. - 5. ADDITIONAL RENT — PURPOSEDLY OMITTED. 6. BASE RENTAL INCREASE — PLS SEE CLAUSE 4. 7. TIME OF PAYMENT Tenant agrees that Tenant will promptly pay Base Rental, as the same may be adjusted from time to time pursuant to paragraph 5, and Additional Rent at the times and place stated above; that Tenant will pay charges for work performed on order of Tenant, and any other charges that accrue under this Lease; that, if any part of the rent or above mentioned charges shall remain due and unpaid for five (5) days next after the same shall become due and payable, Landlord shall have the option (in addition to all other rights and remedies available to it by law and in equity) of declaring the balance of the entire rent for the entire Term of this Lease to be immediately due and payable, and Landlord may then proceed to collect all of the unpaid rent called for by this Lease by distress or otherwise. If any sum due for rent or other obligations due under this lease shall remain unpaid for 5 days after the same shall become due, the tenant shall be liable for an additional charge of 5% of the amount due. Landlord shall notify tenant of any such penalty charges upon the same becoming due. 8. SECURITY DEPOSIT Prior to occupancy, Tenant shall deposit with Landlord the sum of Four Thousand Eight Hundred Thirty -Three and 33/100 Dollars ($ 4,833.33), the receipt of which is hereby acknowledged by Landlord. This sum shall be retained by Landlord as security for the payment by Tenant of the rents and all other payments herein agreed to be paid by Tenant and for the faithful performance by Tenant of the terms, provisions, covenants, and conditions of the Lease. It is agreed that Landlord, at Landlord's option, may at the time of any default by Tenant under any of the terms, provisions, covenants or conditions of the Lease, apply said sum or any part thereof toward the payment of the rents and all other sums payable by Tenant under this Lease and towards the performance of each and every one of Tenant's covenants under this Lease; that Tenant shall promptly restore any amount of the security deposit so used by Landlord so that the amount of security deposit at all times deposited with the Landlord shall be the amount first set forth in this paragraph; that Landlord may exhaust any and all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do, that, in the event this deposit shall not be utilized for any such purposes, then such deposit shall be returned by Landlord to Tenant within thirty (30) days next after the expiration of the Term of this Lease or the determination and payment of the amounts due under paragraph 4 of this Lease, if any, whichever later occurs. Landlord shall not be required to pay Tenant any interest on said security deposit or to maintain such deposit in a segregated account. Security deposit shall be annually adjusted to reflect the new base rent (4% per year) 3 9. USE The Tenant shall use and occupy the Premises only for general offices and for no other use or purpose. Tenant shall not use or allow the use of the Premises in any manner that constitutes waste, that constitutes a nuisance, or that violates any applicable law, ordinance or governmental regulation or insurance policy covering the Premises or the Building. 10. QUIET ENJOYMENT Upon payment by Tenant of the rents herein provided, and upon the observance and performance of all terms, provisions, covenants and conditions on Tenant's part to be observed and performed, Tenant shall, subject to all of the terms, provisions and covenants and conditions of this Lease, peaceably and quietly hold and enjoy the Premises for the Term hereby demised. 11. INSURANCE PREMIUMS If the Landlord's insurance premiums exceed the standard premium rates because the nature of Tenant's operation results in extra hazardous exposure, then Tenant shall, upon receipt of appropriate invoices from Landlord, reimburse Landlord for such increase in premiums. It is understood and agreed between the parties hereto that any such increase in premiums shall be considered as rent due and shall be included in any lien for rent. 12. RULES AND REGULATIONS Tenant agrees to comply with all rules and regulations Landlord may adopt from time to time for operation of the Building and parking facilities and protection and welfare of the Building and parking facilities, its tenants, visitors and occupants. A copy of the Rules and Regulations for the Building in effect on the date of this Lease is attached hereto as Exhibit "A". 13. GOVERNMENTAL REQUIREMENTS Tenant shall faithfully observe in the use of the Premises all municipal and county ordinances and codes and state and federal statutes now in force or which may hereafter be in force. To the extent permitted by law, Tenant shall pay all costs and expenses, and shall reimburse, indemnify, and hold harmless Landlord from and against any and all costs and expenses incurred by Landlord (including, without limitation, any and all fines, civil penalties, damages and attorneys' fees and expenses) in connection with any alterations, modifications, renovations, or accommodations required to be made to the Premises or the Building pursuant to the Americans with Disabilities Act and any regulations promulgated pursuant thereto (or any violation of the aforesaid law and regulations), as a result of the use or occupancy of the Premises by Tenant, its employees, agents and invitees. 14. SERVICES FURNISHED BY LANDLORD Landlord agrees to use all reasonable efforts to furnish or cause to be furnished to Tenant, while occupying the Premises and during such time as Tenant is not in default under this Lease, the following: 4 Water at those points of supply provided for the general use of the tenants in the Building. Elevator service in common with other tenants for ingress to and egress from the Premises; provided, however, Landlord may reasonably limit the number of elevators in operation after usual and customary business hours, and on Saturdays, Sundays and holidays. Janitorial cleaning services Monday through Friday, excepting holidays, as may in the judgment of Landlord be reasonably required, Electrical lighting of public areas and service areas of the building as may in the judgment of Landlord be reasonably required. Operation hours for building H.V.A.C.: The HVAC service shall be provided 24 hours a day, seven days a week, including holidays. Failure to any extent to furnish or any stoppage of these defined services resulting from any cause whatsoever (including, without limitation, in connection with the alteration to or replacement of Freon -containing equipment) shall not render Landlord liable in any respect to any person, property or business, nor be construed as an eviction of Tenant or work an abatement of rent, nor relieve Tenant from fulfillment of any covenant or agreement hereof. Should any equipment or machinery break down, or for any cause cease to function properly, Landlord shall use reasonable diligence to repair the same, or to cause the same to be repaired promptly, but Tenant shall have no claim for rebate or abatement of rental or damages on account of any interruptions in service occasioned thereby or resulting therefrom. No electrical current shall be used except that furnished or approved by the Landlord, nor shall electric cable or wire be brought into the Premises, except upon the written consent of the Landlord. Tenant shall use only office machines and equipment that operate on the Building's standard electric circuits, but which in no event shall overload the Building's standard electric circuits from which the Tenant obtains electric current. 15. SERVICES PAID BY TENANT: PURPOSEDLY OMITTED 16. IMPROVEMENTS TO PREMISES Landlord shall make the following improvements to the Premises "turn -key" using materials and finishes matching the existing materials and finishes in the Premises: 1. Paint the entire Premises. Landlord shall not be required to make any other renovations, alterations, or improvements to the Premises prior to occupancy. Tenant accepts the Premises "as is" in its present condition, and as suited for the use intended by Tenant. The commencement of occupancy by Tenant shall be construed as acceptance by Tenant of the Premises. 17. TENANT WORK It is understood and agreed between the parties hereto that any charges by Landlord for services or 5 for work done on the Premises at the request of Tenant, or otherwise accruing under this Lease, shall be considered as rent due and shall be included in any lien for rent. 18. REPAIR OF PREMISES Tenant shall, at Tenant's own expense, keep the Premises in good repair and tenantable condition during the Term and will replace any and all broken glass caused by Tenant or its invitees at its own expense, in and about the Premises. Tenant will make no alterations, additions or improvements in or to the Premises without the written consent of Landlord, which shall not be unreasonably withheld, but may be predicated upon, but not limited to, Tenant's use of contractors who are acceptable to Landlord; and all additions, fixtures, carpet or improvements, except only office furniture and fixtures which shall be readily removable without damage to the Premises, shall be and remain a part of the Premises at the expiration of this Lease. If Tenant fai Is to make any repairs or replacements promptly, and in the case of emergency, Landlord may, at its option, make repairs or replacements and Tenant shall repay the cost thereof, to Landlord on demand, together with interest at the maximum rate permitted by law from the date of demand until paid. Landlord shall have the right and privilege to make and build additions to the Building of which the Premises are a part, and make such alterations and repairs to the Building as it may deem wise and advisable without any liability to the Tenant therefore. 19. LIENS Tenant agrees that Tenant will pay all liens of contractors, subcontractors, mechanics, laborers, material men, and other items of like character, and will indemnify Landlord against all expenses, costs, and charges, including bond premiums for release of liens and attorneys' fees and costs reasonably incurred in and about the defense of any suit in discharging the Premises or any part thereof from any liens, judgments, or encumbrances caused or suffered by Tenant. In the event any such lien shall be made or filed, Tenant shall bond against or discharge the same within ten (10) days after the same has been made or filed. It is understood and agreed between the parties hereto that the expenses, costs and charges above referred to shall be considered as rent due and shall be included in any lien for rent. The Tenant shall not have any authority to create any liens for labor or materials of the Landlord's interest in the Premises or the Building and all persons contracting with the Tenant for the destruction or removal of any facilities or other improvements or for the erection, installation, alteration, or repair of any facilities or other improvements on or about the Premises, and all materialmen, contractors, subcontractors, mechanics, and laborers are hereby charged with notice that they must look only to the Tenant to secure the payment of any bill for work done or material furnished at the request or instructions of Tenant. 20. PARKING: During the Lease Term, Landlord shall provide for the use of Tenant and its employees, officers and directors Four (4) Assigned Parking Space. Tenant shall have the right to use the Parking Lot as employees parking as well as visitor parking. Landlord shall have the right to establish or modify the methods uses or control parking in the Parking Facility, including without limitation, the installation of certain control devices or the hiring of parking attendants or a managing agent or the installation of a valet parking system. Landlord shall have no liability whatsoever for any property damage or personal injury which might occur as a result of, or in connection with, the use of the Parking Spaces or the Parking Facility by Tenant, its employees, agents, invitees, and licensees; and Tenant hereby agrees to indemnify and 6 hold Landlord harmless from and against any and all costs, claims, expenses, or causes of action which Landlord may incur in connection with or arising out of Tenant's use of the Parking Spaces and the Parking Facility unless caused by the gross negligence or willful misconduct of Landlord. 21. ESTOPPEL STATEMENT Tenant agrees that from time to time, upon not less than ten (10) days prior request by Landlord, Tenant will deliver to Landlord a statement in writing certifying (a) that this Lease is unmodified and in full force and effect (or, if there have been modifications, that the Lease as modified is in full force and effect and stating the modifications), (b) the dates to which the rent and other charges have been paid; and (c) that Landlord is not in default under any provisions of this Lease, or, if in default, the nature thereof in detail. 22. SUBORDINATION If the Building and/or Premises are at any time subject to a mortgage and/or deed of trust, and Tenant has received written notice from Landlord or mortgagee of same, then in any instance in which Tenant gives notice to Landlord alleging default by Landlord hereunder, Tenant will also simultaneously give a copy of such notice to each of Landlord's mortgagees and each of Landlord's mortgagees shall have the right (but not the obligation) to cure or remedy such default during the period that is permitted to Landlord hereunder, plus an additional period of thirty (30) days, and Tenant will accept such curative or remedial action (if any) taken by Landlord's mortgagees with the same effect as if such action had been taken by Landlord. This Lease shall be subject and subordinate to any mortgage and/or ground lease now or hereafter encumbering the Building and/or the Premises. This provision shall be self -operative without the execution of any further instruments. Notwithstanding the foregoing, however, Tenant hereby agrees to execute any instrument(s) which Landlord may deem desirable to evidence the subordination of this Lease to any and all such mortgages and ground leases. 23. ATTORNMENT If the interest of Landlord under this Lease shall be transferred voluntarily or by reason of foreclosure or other proceedings for enforcement of any mortgage on the Premises, Tenant shall be bound to such transferee (herein sometimes called the "Purchaser") for the balance of the Term remaining, and any extensions or renewals thereof which may be effective in accordance with the terms and provisions hereof, with the same force and effect as if the Purchaser were the Landlord under this Lease, and Tenant does hereby agree to attorn to the Purchaser, including any mortgagee under any such mortgage, if it be the Purchaser, as its landlord; said attornment to be effective and self -operative without the execution of any further instruments upon the Purchaser succeeding to the interest of the Landlord under this Lease. The respective rights and obligations of Tenant and the Purchaser upon such attornment, to the extent of the then remaining balance of the Term of this Lease and any such extensions and renewals, shall be and are the same as those set forth herein. In the event of such transfer of Landlord's interest, Landlord shall be released and relieved from all liability and responsibility thereafter accruing to Tenant under this Lease or otherwise and Landlord's successor, by acceptance of rent from Tenant hereunder, shall become liable and responsible to Tenant in respect to all obligations of the Landlord under this Lease. 7 24. ASSIGNMENT Without the written consent of Landlord first obtained in each case, which shall not be unreasonably withheld, Tenant shall not assign, transfer, mortgage, pledge, or otherwise encumber or dispose of this Lease or sublease or underlet the Premises or any part thereof or permit the Premises to be occupied by other persons. In the case of a subletting, Landlord's consent may be predicated, among other things, upon Landlord becoming entitled to collect and retain all rentals payable under the sublease, if this Lease be assigned, or if the Premises or any part thereof be underlet or occupied by anybody other than Tenant, the Landlord may, after default by the Tenant, collect or accept rent from the assignee, undertenant, or occupant and apply the net amount collected or accepted to the rent herein reserved, but no such collection or acceptance shall be deemed a waiver of this covenant or the acceptance of the assignee, undertenant, or occupant as Tenant, nor shall it be construed as or implied to be a release of the Tenant from the further observance and performance by the Tenant of the terms, provisions, covenants and conditions herein contained. In lieu of consenting or not consenting, Landlord may, at its option in the case of the proposed assignment or subletting of Tenant's entire leasehold interest, terminate this Lease and lease the Premises directly to Tenant's proposed subtenant or assignee. 25. SUCCESSORS AND ASSIGNS All terms, provisions, covenants, and conditions to be observed, shall be binding upon Tenant's respective heirs, administrators, executors, successors and assigns subject, however, to the restrictions as to assignment or subletting by Tenant as provided herein. 26. HOLD HARMLESS LANDLORD In consideration of the Premises being leased to Tenant for the above rental, Tenant agrees that Tenant, at all times, will defend, indemnify and hold Landlord harmless from and against all losses, damages, liabilities and expenses which may arise or be claimed against Landlord and be in favor of any persons or entities consequent upon or arising from the use or occupancy of the Premises by Tenant, or consequent upon or arising from any acts, omissions, negligence or fault of Tenant, its agents, servants, employees, licensees, visitors, customers, patrons or invitees, or consequent upon or arising from Tenant's failure to comply with any laws, statutes, ordinances, codes or regulations as herein provided; that Landlord shall not be liable to Tenant for damages, losses or injuries to the persons or property of Tenant which may be caused by the acts, neglect, omissions or faults of any persons or entities, except when such injury, loss or damage results from negligence of Landlord, his agents or employees. All personal property placed or moved into the Premises or Building shall be at the risk of Tenant or the owner thereof, and Landlord shall not be liable to Tenant for any damage to said personal properly. Tenant shall maintain at all times during the Term of this Lease an insurance policy or policies in an amount or amounts sufficient in Landlord's opinion to indemnify Landlord or pay Landlord's damages, if any, resulting from any matters set forth hereinbefore in this paragraph 26 and Tenant shall deliver to Land lord at all times during the Term of this Lease a current and effective certificate of insurance evidencing the foregoing insurance, naming Landlord as additional insured, and requiring 30days'advance notice to Landlord of any cancellation. In case Landlord shall be made a party to any litigation commenced against Tenant, then Tenant shall protect and hold Landlord harmless and shall pay all costs, expenses and reasonable 8 attorneys' fees incurred or paid by Landlord in connection with such litigation and any appeal thereof. 27. ATTORNEYS' FEES If either party defaults in the performance of any of the terms, provisions, covenants and conditions of this Lease and by reason thereof the other party employs the services of an attorney to enforce performance of the covenants, or to perform any service based upon defaults, then in any of said events the prevailing party shall be entitled to reasonable attorneys' fees and all expenses and costs incurred by the prevailing party pertaining thereto (including costs and fees relating to any appeal and in any bankruptcy to insolvency proceeding) and in enforcement of any remedy. 28. DAMAGE OR DESTRUCTION In the event the Premises shall be destroyed or so damaged or injured by fire or other casualty, during the Term of this Lease, whereby the same shall be rendered untenantable, then Landlord shall have the right, but not the obligation, to render such Premises tenantable by repairs within ninety (90) days therefrom. Landlord agrees that, within 30 days following damage or destruction, it shall notify Tenant with respect to whether or not Landlord intends to restore the premises. If the Premises are not rendered tenantable within the aforesaid 90 days, it shall be optional with either party hereto to cancel this Lease, and in the event of such cancellation the rent shall be paid only to the date of such fire or casualty. The cancellation herein mentioned shall be evidenced in writing. During any time that the Premises are untenantable due to causes set forth in this paragraph, the rent or a just and fair proportion thereof shall be abated. Notwithstanding the foregoing, should damage, destruction or injury occur by reason of Tenant's negligence, Landlord shall have the right, but not the obligation, to render the Premises tenantable within 360 days of the date of damage, destruction or injury and no abatement of rent shall occur. Notwithstanding the foregoing, should damage or destruction occur during the last twelve months of the Term either Landlord or Tenant shall have the option to terminate this Lease, effective on the date of damage or destruction, provided notice to terminate is given within 30 days of the date of such damage or destruction. Notwithstanding the foregoing, should the damage or destruction occur by reason of the negligence of Tenant or any of its agents, employees or invitees, Tenant shall not have such option to terminate. 29. EMINENT DOMAIN If there shall be taken by condemnation or eminent domain during the Term of this Lease any substantial part of the Premises, parking facilities or Building, other than a part not interfering with maintenance, operation or use of the Premises, Landlord may elect to terminate this lease or to continue same in effect. If Landlord elects to continue the Lease, the rental shall be reduced in proportion to the Net Rentable Area of the Premises so taken and Landlord shall repair any damage to the Premises, parking facilities, or Building resulting from such taking. If any substantial part of the Premises is taken by condemnation or eminent domain which renders the Premises unsuitable for its intended use, the Tenant may elect, by giving Landlord written notice within ten days after Tenant receives notice of such taking, to terminate this Lease, or if any part of the Premises is so taken which does not render the Premises unsuitable for its intended use, this Lease shall continue 9 in effect and the rental shall be reduced in proportion to the Net Rentable Area of the Premises so taken and Landlord shall repair any damage to the Premises resulting from such taking. If all of the Premises is taken by condemnation or Eminent Domain, this Lease shall terminate on the date of the taking. Tenant hereby assigns to Landlord any rights it may have to proceeds from any taking or condemnation with respect to Landlord's estate (but not as to any statutory rights Tenant may have as to goodwill, moving expenses, and similar items). All sums awarded (or agreed between Landlord and the condemning authority) for the taking of the interest of Landlord, whether as damages or as compensation, and whether for partial or total condemnation, will be the property of Landlord. If this Lease should be terminated under any provisions of this paragraph, rental shall be payable up to the date that possession is taken by the authority, and Landlord will refund to Tenant any prepaid unaccrued rent less any sum or amount then owing by Tenant to Landlord. For purposes of this paragraph a "substantial part" shall mean 25% or more. 30. DEFAULT BY TENANT. . The following events shall be deemed to be events of default by Tenant under this Lease: (a) Tenant shall fail to pay any installment of rent (b) Tenant shall be in default in performing any of the terms and conditions of this Lease, other than the provision requiring payment of rent, and fails to cure such default within fifteen (15) days after the date of receipt of a written notice of default from Landlord. (c) Tenant is adjudicated bankrupt or found to be insolvent; or (d) A permanent receiver or trustee is appointed for Tenant's property or substantially all of the assets of Tenant; or if, whether voluntary or involuntary, Tenant takes advantage of any debtor relief proceeding under any present or future law, whereby the rent or any part thereof is, or is proposed to be reduced, or payment thereof deferred; or (e) Tenant makes an assignment for the benefit of creditors; or (f) Tenant admits its inability to pay their debts as they become due; or (g) Tenant's effects should be levied upon, executed or attached and such action is not satisfied or dissolved within fifteen (15) days after written notice from Landlord to Tenant to obtain satisfaction thereof. (h) Tenant vacates or abandons all or a material portion of the Premises prior to the expiration of the Lease Term in contravention of the terms and provisions of this Lease. (i) Tenant shall fail to continuously operate its business at the Premises for the permitted use set forth herein, whether or not Tenant is in default of its payment obligations under this Lease. (k) Any of Landlord's policies of insurance with respect to the Building are canceled as a result of Tenant's use or occupancy of the Premises. 10 31. LIEN FOR PAYMENT OF RENT Tenant hereby pledges and assigns to Landlord as security for the payment of any and all rental or other sums or amounts provided for herein, all of the furniture, fixtures, goods and chattels of Tenant which shall or may be brought or put on or into the Premises, and Tenant agrees that said lien may be enforced by distress, foreclosure or otherwise, at the election of the Landlord. Tenant agrees, at Landlord's request, to execute and deliver to Landlord UCC financing statements and continuation statements with respect to the security interest hereby granted to Landlord. Tenant hereby appoints Landlord its attorney -in -fact for the purpose of executing any UCC financing statements on behalf of Tenant with respect to the security interest hereby granted to Landlord, which appointment is coupled with an interest and irrevocable. Tenant hereby expressly waives and renounces for himself and family any and all homestead and exemption rights he may now have or hereafter acquire under or by virtue of the Constitution and laws of the State of Florida or of any other state, or of the United States, as against the payment of said rental or any other obligation or damage that may accrue under this Lease. 32. REMEDIES. In the event of any default hereunder by Tenant, then without prejudice to any other rights which Landlord has pursuant to this Lease or at law or in equity, Landlord shall have the following rights and remedies without any notice or demand whatsoever, which are cumulative and not alternative: (a) Landlord may terminate this Lease and retake possession of the Premises for Landlord's account, or may terminate Tenant's right to possession (without terminating this Lease), for the account of Tenant. In either event, Tenant shall then immediately quit and surrender the Premises to Landlord. Tenant's liability under all of the provisions of this Lease shall continue notwithstanding any expiration and surrender, or any re-entry, repossession, or disposition hereunder. (b) Landlord may enter the Premises as agent of Tenant to take possession of any property of Tenant on the Premises, to store such property at the expense and risk of Tenant or to sell or otherwise dispose of such property in such manner as Landlord may see fit. Landlord shall not be liable in any way in connection with its actions pursuant to this Section, to the extent that its actions are in accordance with applicable law. (c) If Tenant's right to possession is terminated (without terminating this Lease) under subsection (a) above, Tenant shall remain liable (in addition to accrued liabilities) to the extent legally permissible for all rent and all of the charges Tenant would have been required to pay until the date this Lease would have expired had such cancellation not occurred. Tenant's liability for rent shall continue notwithstanding re-entry or repossession of the Premises by Landlord. (d) Landlord may relet all or any part of the Premises for all or any part of the unexpired portion of the Lease Term of this Lease or for any longer period, and may accept any rent then attainable; grant any concessions of rent, and agree to paint or make any special repairs, alterations, renovations, re -modeling, demolition, and decorations for any new Tenant as it may deem advisable in its sole and absolute discretion. Landlord shall be under no obligation to relet or to attempt to relet the Premises, except as expressly set forth below. Nothing in this Lease shall be construed to require Landlord to re-enter and/or re -let in any event. The Landlord shall not, in any event, be required to pay Tenant any surplus of any sums received by Landlord on a re -letting of said Premises in excess of the rent provided in this Lease. If Landlord decides to relet the Premises or a duty to relet is imposed upon Landlord by law, Landlord and Tenant agree that 11 Landlord shall only be required to use the same efforts Landlord then uses to lease other properties Landlord owns or manages (or if the Premises is then managed for Landlord, then Landlord will instruct such manager to use the same efforts such manager then uses to lease other space or properties which it owns or manages); provided, however, the Landlord (or its manager) shall not be required to give any preference or priority to the showing or leasing of the Premises over any other space the Landlord (or its manager) may be leasing or have available and may place a suitable prospective tenant in any such available space regardless of when such alternative space becomes available; provided, further, that Landlord shall not be required to observe any instruction given by Tenant about such reletting or accept any tenant offered by Tenant unless such offered tenant has a credit worthiness acceptable to Landlord, leases the entire Premises, agrees to use the Premises in a manner consistent with this Lease and leases the Premises at the same rent, for no more or less than the current term and on the same terms and conditions as in this Lease without the expenditure by Landlord for tenant improvements or broker's commissions. (e) Landlord may, with or without terminating the Lease, and without regard to whether possession of the Premises shall have been surrendered to or taken by Landlord, accelerate the rent and Tenant shall pay Landlord damages in the amount of any and all sums which would have been due for the remainder of the current Lease term upon demand (reduced to present value using a discount factor equal to the stated prime lending rate on the date of Tenant's default as published in the Wall Street Joumal) including any and all additional rent due hereunder and related charges due in connection with this Lease. Tenant agrees to pay the accelerated rent and additional rent charges to Landlord at once, it being agreed that such payment shall constitute payment in advance of the rent and additional rent stipulated for the remainder of the applicable term. In the event Landlord collects the accelerated rent and additional rent from the Tenant, Tenant shall be credited for rents received if the Premises are relet. Landlord may bring an action therefor as any deficiency shall arise, or, at Landlord's option, the entire deficiency, which is subject to ascertainment for the remaining Term of this Lease, shall be immediately due and payable by Tenant. The acceptance by Landlord of the payment of the accelerated rent, additional rent, and related charges due hereunder shall not constitute a waiver of any default then existing or thereafter occurring hereunder. (f) No re-entry or taking possession of the Premises by Landlord hereunder shall be construed as an election on Landlord's part to terminate this Lease unless a written notice of such intention is given to Tenant. Notwithstanding any such re -letting without termination, Landlord may at all times thereafter elect to terminate this Lease for such previous default. Any such reentry shall be allowed by Tenant without hindrance, and Landlord shall not be liable in damages for any such re-entry, or guilty of trespass or forcible entry. (g) Landlord may remedy or attempt to remedy any default of Tenant under this Lease for the account of Tenant and to enter upon the Premises for such purposes. Landlord shall not be liable to Tenant for any loss or damage caused by acts of Landlord in remedying or attempting to remedy such default and Tenant shall pay to Landlord upon demand, along with all interestthereon (as hereinafter provided), all expenses incurred by Landlord in connection with remedying or attempting to remedy such default. Any expenses incurred by Landlord shall accrue interest from the date of payment by Landlord until repaid by Tenant at the highest rate permitted by law. (h) Tenant shall be liable to Landlord for payment of all rent and/or other amounts due hereunder which were previously, or are to be, abated, reduced or forgiven, and including rent for any months during the current Lease Term for which all or any portion of the rent which would otherwise have been due thereon was not charged and including any unamortized amounts (based on a straight-line amortization over the Lease Term or the renewal term, as applicable) credited to Tenant or paid by Landlord for improvements to the Premises to be made or paid by Landlord 12 (whether directly or as a credit against amounts owed by Tenant) all of which amounts shall then be considered due as rent hereunder. (i) Landlord shall have the right to obtain injunctive and declaratory relief, temporary and/or permanent, against Tenant or any acts, conduct or omissions of Tenant, and to further obtain specific performance of any term, covenant or condition of this Lease. (j) It is expressly agreed that the forbearance on the part of Landlord in the institution of any suit or entry of judgment for any part of the rent herein reserved to Landlord, shall in no way serve as a defense against nor prejudice a subsequent action for such rent. Tenant hereby expressly waives Tenant's right to claim a merger or waiver of such subsequent action in any previous suit or in the judgment entered therein. Furthermore, it is expressly agreed that claims for liquidated rent and/or additional rent due hereunder may be regarded by Landlord, if it so elects, as separate and independent claims capable of being separately assigned. (k) In the event any payment due Landlord under this Lease is not received within five (5) days of the due date, a late charge in the amount of five percent (5%) of the delinquent payment shall be due. This provision for such late charge shall be in addition to all of Landlord's other rights and remedies hereunder or at law and shall not be construed as liquidated damages or as limiting Landlord's remedies in any manner. (I) Pursuit of any of the foregoing remedies shall not preclude pursuit of any of the other remedies herein provided or any other remedies provided by law (all such remedies being cumulative), nor shall pursuit of any remedy herein provided constitute a forfeiture or waiver of any rent or additional rent due to Landlord hereunder or of any damages accruing to Landlord by reason of the violation of any of the terms, provisions and covenants herein contained. No act or thing done by Landlord or its agent during the term of this Lease shall be deemed a termination of this Lease or an acceptance of the surrender of the Premises, and no agreement to terminate this Lease or accept a surrender of said Premises shall be valid unless in writing signed by Landlord. (m) In case of any event of default or breach by Tenant, or threatened or anticipatory breach or default, Tenant shall also be liable for, and shall pay to Landlord, at the address specified for notice to Landlord herein, in addition to any sum provided to be paid above, brokers' fees incurred by Landlord in connection with reletting the whole or any part of the Premises; the costs of removing and story Tenant's or other occupant's property; the costs of repairing, altering, remodeling or otherwise putting the Premises into condition acceptable to a new tenant or tenants, and all reasonable expenses incurred by Landlord in enforcing or defending Landlord's rights and /or remedies including reasonable attorneys fees. (n) If Tenant should fail to make any payment or cure any default hereunder within the time herein permitted, Landlord, without being under any obligations to do so and without thereby waiving such default, may make such payment and/or remedy such other default for the account of Tenant (and enter the Premises for such purpose), and thereupon Tenant shall be obligated to, and hereby agrees, to pay Landlord upon demand, all costs, expenses and disbursements (including reasonable attorney's fees) incurred by Landlord in taking such remedial action. Failure of Landlord to declare a default immediately upon the occurrence ofa default hereunder, or delay in taking any action in connection therewith, shall not waive such default, but Landlord shall have the right to declare any such default at any time and take such action as might be lawful or authorized hereunder, in law and/or in equity. No waiver by Landlord ofa default by Tenant shall be 13 implied, and no express waiver by Landlord shall affect any default other than the default specified in such waiver and that only for the time and extension therein stated. No waiver of any term, provision, condition or covenant of this Lease by Landlord shall be deemed to imply or constitute a further waiver by Landlord of any other term, provision, condition or covenant of this Lease. In addition to any rights and remedies specifically granted Landlord herein, Landlord shall be entitled to all rights and remedies available at law and in equity in the event that Tenant shall fail to perform any of the terms, provisions, covenants or conditions of this Lease on Tenant's part to be performed or fails to pay Base Rental, Additional Rent or any other sum due Landlord hereunder when due. All rights and remedies specifically granted to Landlord herein, by law and in equity shall be cumulative and not mutually exclusive. 33. RIGHT OF ENTRY Landlord, or any of its agents, shall have the right to enter the Premises during all reasonable hours to examine the same or to make such repairs, additions or alterations as may be deemed necessary for the safety, comfort, or preservation thereof, or to the Building, or to exhibit the Premises at any time within one hundred eighty (180) days before the expiration of this Lease. Said right of entry shall likewise exist for the purpose of removing placards, signs, fixtures, alterations, or additions which do not conform to this Lease. 34. NOTICE Any notice required or permitted by this Lease shall be in writing and shall be deemed given (I) upon hand delivery, or (ii) three days after deposited in the United States mail, certified mail, return receipt requested, first class postage and fees prepaid, and properly addressed to the party to whom it is sent at the following address: if to Landlord, Coral Way Investments, Inc., 2100 Coral Way Suite 305, Miami, Florida 33145; if to Tenant, the office of Tenant in the Building. A copy of any notice from Landlord to Tenant shall also be delivered to the following addresses: Office of the City Attorney Attn: City Attorney 444 SW 2nd Avenue, 9th Floor Miami, FL 33130 law@Miamigov.com Office of the City Manager Attn: City Manager 444 SW 2nd Avenue, 10th Floor Miami, FL 33130 Department of Real Estate & Asset Management Attn: Director 444 SW 2nd Avenue, 3rd Floor Miami, FL 33130 Either party, from time to time, by such notice, may specify another address to which subsequent notices shall be sent. 14 35. LANDLORD CONTROLLED AREAS All automobile parking areas, driveways, entrances and exists thereto, Common Areas, and other facilities furnished by Landlord, including all parking areas, truck way or ways, loading areas, pedestrian walkways and ramps, landscaped areas, stairways, corridors, and other areas and improvements provided by Landlord for the general use, in common, of tenants, their officers, agents, employees, servants, invitees, licensees, visitors, patrons and customers, shall be at all times subject to the exclusive control and management of Landlord, and Landlord shall have the right from time to time (I) to establish, modify and enforce rules and regulations with respect to all facilities and areas and improvements; (ii) to police same; (iii) from time to time to change the area, level and location and arrangement of parking areas and other facilities hereinabove referred to; (iv) to restrict parking by and enforce parking charges (by operation of meters or otherwise) to tenants, their officers, agents, invitees, employees, servants, licensees, visitors, patrons and customers; (v) to close all or any portion of said areas or facilities to such extent as may in the opinion of Landlord's counsel be legally sufficient to prevent a dedication thereof or the accrual of any rights to any person or the public therein, (vi) to close temporarily all or any portion of the public areas, Common Areas or facilities; (vii) to discourage non -tenant parking, (viii) to charge a fee for visitor and/or customer parking; and (ix) to do and perform such other acts in and to said areas and improvements as, in the sole judgment of Landlord, the Landlord shall determine to be advisable with a view to the improvement of the convenience and use thereof by tenants, their officers, agents, employees, servants, invitees, visitors, patrons, licensees and customers, Landlord will operate and maintain the Common Areas and other facilities, referred to in such reasonable manner as Landlord shall determine from time to time. Without limiting the scope of such discretion, Landlord shall have the full right and authority to designate a manager of the parking facilities and/or Common Areas and other facilities who shall have full authority to make and enforce rules and regulations regarding the use of the same or to employ all personnel and to make and enforce all rules and regulations pertaining to and necessary for the proper operation and maintenance of the parking areas and/or Common Areas and other facilities. Reference in this paragraph to parking areas and/or facilities shall in no way be construed as giving Tenant hereunder any rights and/or privileges in connection with such parking areas and/or facilities unless such rights and/or privileges are expressly set forth in paragraph 21 hereof. 36. CONDITION OF PREMISES ON TERMINATION OF LEASE AND HOLDING OVER Tenant agrees to surrender to Landlord, at the end of the Term of this Lease, the Premises in as good condition as the Premises were at the beginning of the Term of this Lease, ordinary wear and tear, and damages by fire or other casualty not caused by Tenant's negligence, excepted. Tenant agrees that if Tenant does not surrender the Premises to Landlord at the end of the Term of this Lease then Landlord shall retain the security deposit for its own account plus Tenant shall pay to Landlord all damages that Landlord may suffer on account of Tenant's failure to so surrender to Landlord possession of the Premises, and will indemnify and save Landlord harmless from and against any and all claims made by any succeeding tenant of the Premises against Landlord on account of delay of Landlord in delivering possession of the Premises to said succeeding tenant so far as such delay is occasioned by failure of Tenant to so surrender the Premises in accordance herewith or otherwise. In addition to and without limiting the foregoing, in the event of holding over by Tenant after the expiration or termination of this Lease without the written consent of Landlord, Tenant shall pay 150% of the Rent last in effect prior to the lease expiring and Additional Rent for the entire holdover period. 15 No receipt of money by Landlord from Tenant after termination of this Lease or the service of any notice of commencement of any suit or final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgment. No act or thing by Landlord or its agents during the Term hereby granted shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept a surrender of the Premises shall be valid unless it be made in writing and subscribed by a duly authorized officer or agent of the Landlord. 37. OCCUPANCY TAX; TAX ON IMPROVEMENTS Tenant shall be responsible for and shall pay before delinquency all municipal, county or state taxes assessed during the Term of this Lease against any occupancy interest or personal property of any kind, owned by or placed in, upon or about the Premises by the Tenant. Tenant shall be liable for and shall pay to Landlord or directly to the appropriate taxing authority, before delinquent, all taxes levied or assessed against or for leasehold improvements to the Premises, fixtures, merchandise, equipment, interior partitions, and heating, cooling or ventilating equipment located within the Premises, or any other interior improvements of whatever kind and to whomever belonging, situated or installed in or upon the Premises, whether or not affixed to the realty. In the event that the taxing authorities shall at any time during the Term assess any of the above -described property against the real estate, the taxes so assessed shall be repaid by Tenant to Landlord not later than three days prior to the date they become delinquent. 38. SIGNS Landlord shall have the right to install signs on the interior or exterior of the Building and Premises and/or change the Building's name or street address. Tenant shall have the right to place a door sign next to suite door of the Premises and a directory strip in the Lobby's Directory at his own expense, and shall first be approved by Landlord 39. HAZARDOUS SUBSTANCES Tenant shall not permit or cause the Premises to be used for the handling, storage, transportation, or disposal of any hazardous or toxic materials. Tenant shall defend, indemnify and hold harmless Landlord from and against any loss, damage or liability to Landlord, including, without limitation, attorneys' fees and costs incurred by Landlord, resulting from Tenant's breach of this paragraph. 40. CROSS DEFAULT If the term of any lease, other than this Lease, whether now or hereafter entered into, made by Tenant for any other space in the Building shall be terminated or terminable after the making of this Lease because of any default by Tenant under such other lease, such default shall, ipso facto, constitute a default hereunder and empower Landlord at Landlord's sole option, to terminate this Lease as herein provided in the event of default. 41. INVALIDITY OF PROVISION 16 If any term, provision, covenant or condition of this Lease or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease or the application of such term, provision, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby and each term, provision, covenant or condition of this Lease shall be valid and enforceable to the fullest extent permitted by law. This Lease shall be construed in accordance with the laws of the State of Florida. 42. TIME OF ESSENCE It is understood and agreed between the parties hereto that time is of the essence of all the terms, provisions, covenants and conditions of this Lease. 43. MISCELLANEOUS The terms Landlord and Tenant as herein contained shall include singular and/or plural, masculine, feminine and/or neuter, heirs, successors, executors, administrators, personal representatives and/or assigns wherever the context so requires or admits. The terms, provisions, covenants and conditions of this Lease are expressed in the total language of this Lease and the paragraph headings are solely for the convenience of the reader and are not intended to be included in the construction of this Lease. 44. EFFECTIVE DATE Submission of this instrument for examination does not constitute an offer, right of first refusal, reservation of or option for the Premises or any other space or premises in, on or about the Building. This instrument becomes effective as a Lease upon execution and delivery by both Landlord and Tenant. 45. ENTIRE AGREEMENT This Lease contains the entire agreement between the parties hereto and all previous negotiations leading thereto, and it may be modified only by an agreement in writing signed by Landlord and Tenant. Tenant acknowledges and agrees that Tenant has not relied upon any statement, representation, prior written or contemporaneous oral promises, agreements or warranties except such as are expressed herein. 46. FORCE MAJEURE Neither Landlord nor Tenant shall be required to perform any term, condition, or covenant in this Lease so long as such performance is delayed or prevented by force majeure, which shall mean acts of God or the public enemy, labor disputes (whether lawful or not), material or labor shortages, restrictions by any governmental authority, civil riots, floods, and any other cause not reasonably within the control of Landlord or Tenant and which by the exercise of due diligence Landlord or Tenant is unable, wholly or in part, to prevent or overcome. Lack of money shall not be deemed force majeure. 47. RADON 17 Tenant is hereby advised that radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. The foregoing disclosure is provided to comply with state law and is for informational purposes only. Landlord has not conducted radon testing with respect to the Building and specifically disclaims any and all representations and warranties as to the absence of radon or radon producing conditions in connection with the Building and the Premises. 48. AUTHORITY Landlord represents and warrants to Tenant that Landlord, and the individual executing this Lease on behalf of Landlord, has full right and authority to execute and enter into this Lease and that no joinder or approval of any other person or entity is required. Tenant represents and warrants to Landlord that Tenant, and the individual executing this Lease on behalf of Tenant, has full right and authority to execute and enter into this Lease and that no joinder or approval of any other person or entity is required. 49. ELECTRONIC SIGNATURES/COUNTERPARTS. This Lease may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Lease. The Parties shall be entitled to sign and transmit an electronic signature of this Lease (whether by facsimile, PDF, or other email transmission), which signature shall be binding on the Party whose name is contained therein. Any Party providing an electronic signature agrees to promptly execute and deliver to the other Parties an original signed Lease upon request. JSIGNATURE PAGE FOLLOWS] Remainder of page intentionally blank 18 IN WITNESS WHEREOF, the parties hereto have signed, sealed and delivered this Lease in duplicate at Miami -Dade County, Florida, on the date and year first above written. LANDLORD: Lumer Property Management as agent of Coral Way Investments, Inc TC�TA SIT ; I TN ES S: —Print Name: and Titic) (Print Name and Title) Authorized Signatory Authorized Signatory TENANT: THE CITY OF MIAMI, A MUNICIPAL CORPORATION OF THE STATE OF ATTEST: FLORIDA BY: BY: Todd B. Hannon Arthur Noriega City Clerk City Manager APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE 19 CORRECTNESS: REQUIREMENTS: BY: BY: Victoria Mendez City Attorney Matter ID No.124k Ann -Marie Sharpe Director of Risk Management EXHIBIT "A" RULES AND REGULATIONS Commented [SL2]: Remaining will be added once one is assigned. The following Rules and Regulations, hereby accepted by Tenant, are prescribed by Landlord to enable Landlord to provide, maintain, and operate, to the best of Landlord's ability, orderly, clear and desirable premises, Building and parking Facilities for the Tenants therein at as economical a cost as reasonably possible and in as efficient a manner as reasonable possible, to assure security for the protection of Tenants so far as reasonably possible, and to regulate conduct in and use of said Premises, Building and Parking facilities in such manner as to minimize interference by others in the proper use of same by Tenant. 1. Tenant, its officers, agents, servants and employees shall not block or obstruct any of the entries, passages, doors, elevators, elevator doors, hallways or stairways of Building or garage, or place, empty or throw any rubbish, litter, trash or material of any nature into such areas, or permit such areas to be used at any time except for ingress or egress of Tenant, its officers, agents, servants, employees, patrons, licensees, customers, visitors or invitees. 2. The movement of furniture, equipment, machines, merchandise or material within, into or out of the Premises, Building or parking facilities shall be restricted to time, method and routing of movement as determined by Landlord upon request from Tenant and Tenant shall assume all liability and risk to property, Premises and Building in such movement. Tenant shall not move furniture, machines, equipment, merchandise or material within, into or out of the Building, Premises or garage facilities without having first obtained a written permit from Landlord twenty-four (24) hours in advance. Safes, large files, electronic data processing equipment and other heavy equipment or machines shall be moved into Premises, Building or parking facilities only with Landlord's written consent and placed where directed by Landlord. 3. No sign, door plaque, advertisement or notice shall be displayed, painted or affixed by Tenant, its officers, agents, servants, employees, patrons, licensees, customers, 20 visitors, or invitees in or on any part of the inside of the Building, garage facilities or Premises without prior written consent of Landlord and then only of such color, size, character, style and material and in such places as shall be approved and designated by Landlord. Signs on doors and entrances to Premises shall be placed thereon by a contractor designated by Landlord and paid for by Tenant. 4. Landlord will not be responsible for lost or stolen property, equipment, money or any article taken from Premises, Building or Parking Facilities regardless of how or when loss occurs, except in the case of gross negligence by Landlord and its agents. 5. No additional locks shall be placed on any door or changes made to existing locks in Building without the prior written consent of Landlord. Landlord will furnish two keys to each lock on doors in the Premises and Landlord, upon request of Tenant, shall provide additional duplicate keys at Tenant's expense. Landlord may at all times keep a passkey to the Premises. All keys shall be returned to Landlord promptly upon termination of this Lease. 6. Tenant, its officers, agents, servants or employees shall do no painting or decorating in the Premises, or mark, paint or cut into, drive nails or screw into or in any way deface any part of Premises or Building without the prior written consent of Landlord. It Tenant desires signal, communication, alarm or other utility or service connection installed or changed, such work shall be done at expense of Tenant, with the approval and under the direction of Landlord. 7. Landlord reserves the right to (i) close the Building at 6:00 p.m. subject, however, to Tenant's right to admittance under regulations prescribed by Landlord, and to require the persons entering the Building to identify themselves and establish their right to enter or to leave the Building; (ii) close all parking areas between the hours of 9:00 p.m. and 7:00 a.m. during weekdays; (iii) close all parking areas on weekends and holidays. 8. Tenant, its officers, agents, servants and employees shall not permit the operation of any musical or sound producing instruments or device which may be heard outside Premises, Building or parking facilities, or which may emanate electrical waves which will impair radio or television broadcasting or reception from or in Building. 9. Tenant, its officers, agents, servants and employees shall, before leaving Premises unattended, close and lock all doors and shut off all utilities; damage resulting from failure to do so shall be paid by Tenant. Each Tenant before the closing of the day and leaving the said Premises shall see that all blind and/or draperies are pulled and drawn. 10. All plate and other glass now in Premises or Building which is broken through cause attributable to Tenant, its officers, agents, servants, employees, patrons, licensees, customers, visitors or invitees shall be replaced by and at expense of Tenant under the direction of Landlord. 11. Tenant shall give Landlord prompt notice of all accidents to or defects in air conditioning equipment, plumbing, electric facilities or any part or appurtenance of Premises. 12. The plumbing facilities shall not be used for any other purpose than that for which they are constructed, and no foreign substance of any kind shall be thrown therein, and the expense of any breakage, stoppage, or damage resulting from a violation of this provision shall be borne by Tenant, who shall, or whose officers, employees, agents, servants, patrons customers, licensees, visitors or invitees shall have caused it. 13. All contractors and/or technicians performing work for Tenant within the Premises, Building or parking facilities shall be referred to Landlord for approval before performing such work. This shall apply to all work including, but not limited to, installation of telephones, telegraph equipment, electrical devices and attachments, and all installations affecting floors, walls, windows, doors, ceiling, equipment or any other 21 physical feature of the Building, Premises or parking facilities. None of this work shall be done by Tenant without Landlord's prior written approval. 14. No showcases or other articles shall be put in front of or affixed to any part of the exterior of the Building nor placed in the halls, corridors or vestibules without the prior written consent of Landlord. 15. Glass panel doors that reflect or admit light into the passageways or into any place in the Building shall not be covered or obstructed by the Tenant, and Tenant shall not permit, erect, and/or place drapes, furniture, fixtures, shelving, display cases or tables, lights or signs and advertising devices in front of or in proximity of interior and exterior windows, glass panels, or glass doors providing a view into the interior of the Premises unless same shall have first been approved in writing by Landlord. 16. Canvassing, soliciting and peddling in the Building or parking facilities is prohibited and each Tenant shall cooperate to prevent the same. In this respect, Tenant shall promptly report such activities to the Building Manager's office. 17. There shall not be used in any space, or in the public halls of the Building, either by any Tenant or by jobbers or others, in the delivery or receipt of merchandise, any band trucks, except those equipped with rubber tires and guards. 18. The work of Landlord's janitors or cleaning personnel shall not be hindered by Tenant after 5:30 p.m. and such work may be done at any time when the offices are vacant. The windows, doors and fixtures may be cleaned at any time. Tenant shall provide adequate waste and rubbish receptacles, cabinets, bookcases, map cases, etc., necessary to prevent unreasonable hardship to Landlord in discharging its obligation regarding cleaning service. In this regard, Tenant shall also empty all glasses, cups and other containers holding any type of liquid whatsoever. 19. In the event tenant must dispose of crates, boxes, etc., which will not fit into office wastepaper baskets, it will be the responsibility of Tenant with Landlord's assistance to dispose of same. In no events shall Tenant set such items in the public hallways or other areas of Building or parking facilities, excepting Tenant's own Premises, for disposal. 20. Tenants are cautioned in purchasing furniture and equipment that the size is limited to such as can be placed on the elevator and will pass through the doors of the Premises. Large pieced should be made in parts and set up in the Premises. Landlord reserves the right to refuse to allow to be placed in the Building any furniture or equipment of any description which does not comply with the above conditions 21. Tenant will be responsible for any damage to the Premises, including carpeting and flooring, as a result of rust or corrosion of file cabinets, roller chars, metal objects or spills of any type of liquid. 22. If the Premises demised to any Tenant become infested with vermin, such Tenant at its sole cost and expense, shall cause its premises to be exterminated from time to time, to the satisfaction of Landlord, and shall employ such exterminators therefore as shall be approved by Landlord. 23. Tenant shall not install any antenna or aerial wires, or radio or television equipment, or any other type of equipment, inside or outside of the Building, without Landlord's prior approval in writing, and upon such terms and conditions as may be specified by Landlord in each and every instance. 24. Tenant shall not advertise the business, profession or activities of Tenant in any manner which violates the letter or spirit of any code of ethics adopted by any recognized association or organization pertaining thereto, or use the name of the Building for any purpose other than that of the business address of Tenant or use any letterheads, 22 envelopes, circulars, notices, advertisements, containers or wrapping material without Landlord's express consent in writing. 25. Tenant, its officers, agents, employees, servants, patrons, licensees, customers, invitees and visitors shall not solicit business in the Building's parting facilities or Common Areas, nor shall Tenant distribute any handbills or other advertising matter in automobiles parked in the Building's parking facilities. 26. Tenant shall not conduct its business in such manner as to create any nuisance, or interfere with, annoy or disturb any other tenant in the Building, or Landlord in its operation of the Building or commit waste or suffer or permit waste to be committed in the Premises, Building or parking facilities. In addition, Tenant shall not allow its officers, agents, employees, servants patrons, customers, licensees and visitors to conduct themselves in such manner as to cerate any nuisance or interfere with, annoy or disturb any other tenant in the Building or Landlord in its operation of the Building or commit waste or suffer or permit waste to be committed in the Premises, Building or parking facilities. 23 EXHIBIT "B" DESCRIPTION OF PROPERTY Address: 2100 SW22 ST, Miami, Florida 33145 Folio Number: 2100 SW22 ST Legal PescriptioM 24 Commented [SL3]: Legal please insert. EXHIBIT "C FLOOR PLAN 'floor plan on following panel 25 Commented [SL4]: Landlord needs to provide. EXHIBIT "D" LANDLORD'S BOARD'S RESOLUTION Jon followink vazel 26 EXHIBIT "E" TENANT'S BOARD RESOLUTION Jon following pagcl 27