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HomeMy WebLinkAboutexhibit1LEASE AGREEMENT This Lease Agreement (the "Lease Agreement" or "Lease") is made and entered into at Miami, Dade County, Florida, the day of , 2005, by and between Centennial Interiors Corporation, a Florida Corporation hereinafter called, "Lessor", and the City of Miami, a municipal corporation of the State of Florida, hereinafter called "Lessee", the terms "Lessor" and "Lessee" being intended to include the successors and assigns of the original parties and the heirs, legal representatives, successors and assigns of the respective persons who from time to time are lessor and lessee, wherever the context of this Lease so requires or admits. Witnesseth That the Lessor, for and in consideration of the rents herein reserved to be paid by the Lessee, for and in consideration of the covenants to be kept and performed by the Lessee does hereby lease, let and demise unto the Lessee, a space consisting of the approximately 5,000 square feet, as shown in Exhibit "A" (the "Premises"), on the ground floor of the office building situated in Dade County, Florida - 1400 N.W. 36th Street, Miami, Florida 33142 (the "Property"). 1. ACCEPTANCE OF DEMISE BY LESSEE: The Lessee, in consideration of the demise of said Premises by the Lessor, and for the further considerations herein set out, has rented, leased and hired, and does hereby rent, lease and hire the said Premises from the Lessor, on the terms and conditions hereinafter stated. 2. TERM: A) The Term of this Lease shall commence on the date Lessor delivers possession to Lessee (the "Commencement Date") and shall terminate on December 31st, 2007. B) Rent shall commence on the Commencement Date after completion of the improvements detailed in Exhibit B (the "Improvements"). C) The Lessor shall complete the Improvements not later than have four (4) weeks from the date of execution of the Lease. D) The Lessor shall be entitled to an extension of his obligations under section 2C for the same amount of time as it takes to obtain a building permit from the Building Department to approve the Improvements. 3. AMOUNT OF RENT AND MANNER OF PAYMENT: A) The Lessee shall pay unto the Lessor a Monthly Rent of $3,383.25 for the period commencing on the Commencement Date through September 30, 2005 (the "Monthly Gross Rent" or "Monthly Rent"). The term "Monthly Gross Rent" or "Monthly Rent" more specifically refers to all rent due to Lessor by Lessee inclusive of base rent, insurance, real estate taxes, maintenance, repairs, security, utilities, administrative fees, and all other expenses related to the rental of the Premises, with the exclusion of janitorial services & electric. Effective October 1, 2005 Lessee shall pay Lessor the Monthly Rent of $5,358.33 until December 31, 2007. B) The Monthly Rent shall be payable, in advance, on the first day of each month, without notice. C) Payments are to be made payable to: Centennial Interiors Corp. c/o Golden Sands 2500 N.W. 39th Street, Suite 104 Miami, Florida 33142. D) In the event the Term of this Lease commences on a day other than the first day of a calendar month, then upon the day of commencement of the Term hereof, Lessee shall pay Lessor a pro rata portion of a full month's rent, determined by multiplying said month's rent by that amount obtained by dividing the number of days from the date of commencement to the first day of the next succeeding calendar month by the number of days in the month in which the Term of this Lease commences. 4. OPTION TO EXTEND: A) Provided no default then exists, or if a default does exist, Lessee has received Notice of such default as provided herein, has commenced the curing of said default and thereafter is diligently prosecuting such cure to completion, Lessee is hereby granted options to renew this Lease for two (2) successive terms of five (5) years each, upon the same terms and conditions set forth in this Lease. Said options to be exercised by Lessee giving Lessor Notice of its election to extend the term of this Lease no later than six (6) months prior to the expiration of the then current term. Upon the Lessee exercising its option, the Lease Term shall be deemed to include the option period. B) The Monthly Rent for these option periods shall be adjusted to an amount equal to the sum of the existing year's Monthly Rent multiplied by a fraction, the numerator of which is the consumer Price Index number of the three (3) months prior to the beginning of the year for which the adjustment is to be made, and the denominator of which is the Consumer Price Index number as of three (3) months prior to the immediately preceding lease year, provided however, that in no event shall the Monthly Rent be increased by more than one hundred three percent (103%) of the Monthly Rent in effect for the immediately preceding lease year (which shall be calculated on a non -cumulative basis with respect to prior lease years). The Consumer Price Index shall be the monthly index published by the Bureau of Labor Statistics of the United States Department of Labor as "The Consumer Price Index for All Items, Miami -Ft. Lauderdale (Based Year 1982- 84+100). 5. LESSEE'S SUBORDINATION TO MORTGAGE: It is specifically understood and agreed by and between the Lessor and the Lessee that the Lessor may, from time to time, secure a construction and/or first mortgage on the Property from a bank, savings and loan association, insurance company or other recognized lending institution; and that this Lease is and shall be subordinate to the lien of said construction and/or first mortgage; and the Lessee agrees that it will execute such subordination or other documents or agreements as may be requested or required by such lending institution, provided however, that the mortgage and/or subordination agreement, as the lending institution may direct, shall contain a provision which states, in effect, that the Lessee shall not be disturbed in its possession and occupancy of the Premises during the Term of the Lease, notwithstanding any such mortgage or mortgages, provided that the Lessee shall comply with and perform its obligations hereunder. 6. USE: A) The Lessee shall use and occupy the Premises for offices. It is, however, agreed that in the event the Lessee shall, in its discretion deem it desirable, the Premises may be used for any other legitimate and lawful business purpose. B) That Lessee will not occupy or use said Premises, nor permit the same to be occupied or used for any business which is unlawful. That it will comply with all lawful requirements of the Board of Health, Police Department, Fire Department, Municipal, County, State and Federal authorities respecting the manner in which it uses the Premises. C) Lessee shall not use the interior and/or exterior portion of the Premises so as to cause any noise, noxious odors, accumulation of waste and garbage, vibrations, damage or any other 2 disturbance or nuisance whatsoever which may create undue annoyance or hardship to another tenant of the Lessor, and/or to the Lessor and/or a hazard or element of waste to Lessor's property. D) Lessee shall not make any change to the exterior and/or interior portion of the Premises without the express written consent of the Lessor, which consent shall not be unreasonably withheld nor delayed beyond five (5) business days from receipt of Lessee's request, and particularly the Lessee will not cause anything to be done which may impair the over-all appearance of the Property. Although the Premises is intended to include the exterior walls and parking spaces, the Lessee covenants that it shall not use the exterior portion of the Property except for parking, and ingress and egress without the express written consent of the Lessor, which consent shall not be unreasonably withheld nor delayed beyond five (5) business days. The Lessee shall not cause the access street or entrances to the Property to be unnecessarily blocked so as to cause any disruption of traffic. E) Lessor hereby grants to Lessee the non-exclusive right to use, in common with Lessor and other tenants of the Property, the portions of the Building intended to be for common use, including but not limited to, parking areas, roads, streets, drives, tunnels, passageways, landscaped areas, interior and exterior ramps, elevators, walks and arcades, if any (herein collectively referred to as "Common Area" or "Common Areas"). 7. CONDITION OF PREMISES AT TERMINATION: Upon the expiration or earlier termination of the Lease, Lessee will quit and surrender the Premises in a good and substantial state of repair, reasonable wear and tear excepted. However, Lessee shall not be obligated to repair any damage which Lessor is required to repair under Article 17 (B). 8. HOLD OVER In the absence of any written agreement to the contrary, if Lessee should remain in occupancy of the Premises after the expiration of the Lease Term, it shall so remain as a tenant from month -to -month and the Monthly Rent shall be the same Monthly Rent as the last in effect. All provisions of this lease applicable to such tenancy shall remain in full force and effect. 9. SIGNS: Despite the terminology contained in this Lease Agreement, signs shall not be erected and/or attached to any portion of the Property without the express written consent of the Lessor, which consent shall not be unreasonably withheld nor delayed beyond five (5) business days from receipt of Lessee's request. 10. IMPROVEMENTS: Lessor has agreed to complete the Improvements as per Exhibit B, and hereby warrants said Improvements for all normal wear and tear for the Term of this Lease Agreement. Said Improvements will be completed as per 2(C), and 2(D), 11. REPAIRS: A) The Lessor will keep the Premises, Common Areas and the Improvements placed therein in a good state of repair, and it will be responsible for all repairs including, but not limited to, the painting, maintenance and repairs to the interior of the Premises including all windows, doors and openings, all electrical, light bulbs and ballasts, plumbing, fixtures and other systems installed within the Premises. However, any repairs necessitated by the negligence or willful misconduct of Lessee and Lessee's agent or repairs necessitated for above normal wear and tear will be repaired by Lessor and the Lessor shall have the right to recoup the cost of such repairs by showing Lessee evidence of the Lessee's negligence or willful misconduct or above normal wear and tear. It is further intended that the Lessor will maintain the Property including, but not limited to, the exterior 3 masonry of the building, existing rough plumbing, electrical service, elevators, the roof, parking and Common Areas. B) In order to minimize any disruption to Lessee's use of the Premises, Lessor shall notify Lessee no Tess than 24 hours prior to the commencement of any repair. Upon receiving Lessee's consent, which consent shall not be unreasonably withheld, Lessor may construct, repair or complete any work he deems necessary to maintain the integrity of the Property. Should any of the Premises be unusable to Lessee as a result of Lessor's repairs, the Lessee shall receive a rent abatement for the period of time such repairs are undertaken, provided, however, that if the Premises become unusable, in Lessee's sole discretion, as a result of Lessor's work, for a period in excess of 7 days, Lessee shall have the right to terminate the Lease by written notice to Lessor given at least 14 days prior to the date of termination. 12. UTILITIES: Lessor represents and warrants that water, sanitary sewers, storm sewers, electric current, gas and telephone facilities sufficient to accommodate Lessee's business are, or will be, available at the Premises on or before the Commencement Date. Lessor shall pay for all water, gas, and other utilities serving the Premises with the exclusion of electricity and telephone. 13. COVENANTS OF THE LESSEE: A) The Lessee hereby covenants and agrees with the Lessor as follows: 1) That the Lessee takes all risk of any damage to Lessee's property that may by reason of water or the bursting or leaking of any pipes or waste water about said Premises, or from any act of negligence of any co -tenant or other occupants of the Property, or of any other person, or fire, or hurricane, flooding or other acts of God, or from any cause whatsoever, including loss or damage as a result of thefts, except for losses or damages caused by the Lessor's negligence. 2) The Lessee is tax exempt, and shall provide upon request a copy of such exemption certificate to the Lessor. B) The Lessee shall pay for the following: 1) All occupational licenses, and other licenses necessary in the operation of the business to be carried on in the Premises. 2) All janitorial services and supplies for the Premises, 14. COVENANTS OF THE LESSOR: The Lessor hereby covenants and agrees with the Lessee as follows: A) That Lessor is, at the time of the execution of these presents, the sole owner in fee simple of the Property herein above described and that it has good and marketable title, and the full right to lease the same for the term aforesaid. B) That Lessor will keep the Property free and clear of any and all liens on account of any construction, repair, alterations or Improvements which Lessor may be obligated to make or perform under this Lease. Lessor shall keep any and all mortgage payments current and in good standing. C) Lessor shall pay, prior to delinquency, real estate taxes and assessments which may be levied or assessed upon the Property Improvements subsequent to the Commencement Date. 4 D) Whereas the Lessor and Lessee have agreed that the Lessor shall, at Lessor's sole cost and expense, improve or modify the space in the Premises for offices according to exhibit B said Improvements are intended to be utilized during the Lease Term for the benefit of the Lessee. E) The Lessor further covenants that Lessor will keep the Premises, the exterior of the building, the Common Areas at the Property, in good repair. F) The Lessor shall provide, at no cost to the Lessee, a durnpster for regular office debris. 15. QUIET ENJOYMENT Lessee or its sublessee, on payment of the rent herein provided and performance of its obligations, hereunder, shall and may peacefully and quietly have, hold, and enjoy the Premises for the term hereof or any extension or renewal thereof with all rights and privileges and for the use herein provided. Without limiting any of its rights, Lessee may terminate and cancel this Lease upon ten (10) days Notice to Lessor in the event that enjoyment or use of the Premises is prohibited contrary to the previous provisions. 16. LESSOR'S INSURANCE That the Lessor will, during the Lease Term, and any extensions thereof, and at its own expense, carry fire and extended coverage insurance on the Property to the full insurable value. 17. INDEMNIFICATION: Lessor agrees to indemnify, defend and hold harmless Lessee, its subtenants and assignees, from and against any and all debts, liens, claims, causes of action, administrative orders and notices, costs (including, without limitation, response and/or remedial costs), personal injuries, losses, damages, liabilities, demands, interest, fines, penalties and expenses, including reasonable attorney's fees and expenses, consultants' fees and expenses, court costs and all other out of pocket expenses, suffered or incurred by Lessee or its subtenants and assignees as a result of: A) the breach of any of the representation and warranties set forth herein; and B) any occurrence, matter, condition, act or omission involving Environmental Laws or Hazardous Materials which existed on or arose prior to commencement of the lease term and which failed to comply with the Environmental Laws in effect as of that date or any existing common law theory based on nuisance or strict liability in existence as of that date, regardless of whether or not Lessor had knowledge of same as of that date, If Lessee's use and occupancy is materially interfered with as a result of any of the above for which Lessor is responsible under this section, Lessee, in addition to any other available remedy, shall be entitled to an abatement of Monthly Rent. Should the Premises become unusable, in Lessee's sole discretion, as a result of any of the above, for a period in excess of 7 days, Lessee shall have the right to terminate the Lease by written notice to Lessor given at least 14 days prior to the date of termination. 18. ADDITIONAL MUTUAL COVENANTS: The following stipulations and agreements are expressly understood by both the Lessor and the Lessee and they do hereby agree to abide by them: A) That in the event the Lessor shall fail to make the payments on any mortgages, or taxes or other payments on the Property which Lessor is required to pay, the Lessee may, but shall not be required to, make such mortgage or tax payments or such other payments or do such acts and things as may be necessary to keep the mortgage or taxes on the Property from being in default, and may deduct the cost thereof from the next ensuing rentals due under this Lease. 5 B) In the event Improvements in the Property shall be partially damaged by fire or other casualty but not rendered unrentable, the same shall be repaired with due diligence by the Lessor, and at Lessor's expense. If the Premises shall be damaged by fire, the elements or unavoidable casualty, leaving more than 60% of leased floor space usable for Lessee's purposes, and rendering the Premises unfit for occupancy, the Lessor and Lessee shall both have the option of terminating this lease within thirty (30) days from the date of the casualty by providing Notice to the other party. Provided that the Lessor elects to rebuild the Premises, the Lessor shall proceed with such construction and complete same with all reasonable diligence. In the event the Lessor elects not to reconstruct, or reconstruction exceeds thirty (30) days, then and in that event the Lease shall be deemed terminated. If the Premises are rendered untenantable, or Lessee is unable to use a portion of the Premises due to repairs, then and in that event the Rent during the period that the Premises are in said condition shall be reduced in direct proportion to that portion of the Premises which is, in fact, untenantable or under repair. C) The covenants and agreements contained in this Lease are interdependent and are binding on the parties hereto, their successors and assigns. This Lease has been prepared in several counter- parts, each of which said counterpart, when executed, shall be deemed to be an original hereof. D) If Lessee shall hereafter install, at its expense, any shelving, lighting and other fixtures, unit heaters, portable air conditioning units, portable partitions or any trade fixtures, or if Lessee shall hereafter install or apply any advertising signs or other standard identifications of Lessee, any article so installed or any identification so applied shall be the property of the Lessee, which Lessee may remove at the termination of this Lease, provided that in such removal Lessee shall repair any damage occasioned to the Premises, in good workman -like manner. The Lessee has the right upon Notice to the Lessor to install telecommunication services and equipment and Lessor's consent to such installation shall not be unreasonably withheld. The Lessee shall not remove any fixtures, equipment, or additions which are normally considered to affixed to the realty such as, but not limited to, electrical conduit and wiring, panel or circuit boxes, terminal boxes, partition walls paneling, central air conditioning and ducts, plumbing fixtures, etc. E) Each party represents and warrants that it dealt with no broker in connection with this transaction and agrees to indemnify the other party against, and hold it harmless from all liabilities arising from claims of any broker who alleges the right to commission based upon having dealt with said party (including, without limitation, the reasonable counsel fees in connection therewith). 19. PROVISIONS OF DEFAULT: A) By Lessee: If the Lessee defaults in any rent payment required by this Lease and such default continues for thirty (30) days after receipt of Notice thereof by the Lessee, or if the Lessee defaults in any of its other covenants, and within a period of forty-five (45) days after receipt of Notice specifying such default by the Lessee, has not cured the default or defaults, or if they cannot reasonably be cured within this period, has not yet begun to cure such default, the Lessor may at its option, but subject to other provisions of this Lease, terminate this Lease. In the event of such termination, the Lessee is responsible for the payment of rental installments accrued and unpaid to the date of termination. Thereafter, Lessee shall have no further obligations to make rental payments hereunder. B) By Lessor: Should the Lessor default in the payment of any obligation under any mortgage, deed of trust, judgment, assessment, tax or other encumbrance affecting the Premises, or fail to perform any obligation specified under this Lease, Lessee shall have the right but shall not be obligated, to pay or discharge any such obligation. Should Lessee elect to pay or discharge any such obligation, Lessor shall, within ten (10) calendar days from the date of Lessee's written demand, reimburse Lessee in the full amount thereof together with Lessee's expense incurred in connection therewith, including but not limited to reasonable attorney's fees and interest from the 6 date of Lessee's disbursement. In the event Lessor fails to reimburse the monies and costs expended by and accrued for Lessee, Lessee shall have the right to deduct from rent(s) thereafter due and payable under this Lease all amounts that have been so paid by, or accruing for Lessee. Notwithstanding anything set forth within this Lease, in the event of Lessor's default, Lessee shall be entitled to pursue any and all remedies available to it at Iaw or equity, including but not limited to the right of Specific Performance. 20. NOTICES. All notices by the Lessor to the Lessee shall be given by certified mail, return receipt requested, hand delivery, or courier, ("Notice") addressed to the Lessee at: City of Miami City Manager 3500 Pan American Drive Miami, FL 33133 and a copy to City of Miami City Attorney 444 S.W. 2r' Avenue, 9th Floor Miami, FL 33130 And a copy to City of Miami Department of Economic Development 444 S.W. 2°d Avenue, 3rd Floor Miami, FL 33130 and a copy to City of Miami Code Enforcement 444 SW 2' Avenue, 7th Floor Miami, FL 33130 or to such other address as the Lessee may from time to time give the Lessor. If Notice is given by hand delivery or courier, Notice shall be deemed served on the date of such delivery. If the Notice is sent via certified mail, Notice shall be deemed served five (5) business days after the date the Notice is deposited with the U.S. Post Office. 21, SPECIAL PROVISION: - None -. 22. LESSEE'S RIGHT TO TERMINATE: Separate and apart from all other rights granted to Lessee to terminate this Lease, the Lessee shall have the right at any time to terminate this Lease by giving the Lessor at least one hundred eighty (180) days notice. Upon any such termination, this Lease shall terminate as though the termination were the date originally fixed as the end of the term. 7 23. LESSEE'S FINANCIAL RESPONSIBILITY OF IMPROVEMENTS COST DUE TO SPECIAL LESSEE'S RIGHT TO TERMINATE Lessor is fully aware that Lessee operation may be reduced or fully eliminated during any year in this Lease Term. Being aware of this, Lessor is still willing to perform the Improvements to the Premises as per exhibit B, and Lessor shall not hold Lessee responsible for any portion of the cost or expenses associated with Lessor's Improvements costs should Lessee exercise its options under section 22. 24. FORCE MAJEURE: In the event that Lessor or Lessee shall be delayed, hindered in, or prevented from the performance of any act required hereunder by reason of strikes, lockouts, inability to procure materials, failure of power, restrictive governmental laws or regulations, riots, insurrection, default of the other party, or other reason beyond their control, the prevented party shall provide Notice to the other party, and the performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. 25. PARKING: During the Term of the Lease and any extension thereof, Lessor shall provide Lessee with no less than 15 reserved parking spaces at the Property, for the sole use of Lessee, Lessee's employees, and those associated with Lessee. These parking spaces will be clearly marked "City of Miami" and shall have tow away signs stating that unauthorized parked cars will be towed at owner's expense. 26. ENVIRONMENTAL: A) Lessor represents and warrants to Lessee that; 1) no Hazardous Materials (as defined below) have been located on the Premises or have been released into the environment, or discharged, placed or disposed of at, on or under the Premises; 2) no underground storage tanks have been or are located on the Premises; 3) the Premises has never been used as a dump for any Hazardous Materials (as defined below); and 4) the Premises and its prior uses comply with and at all times have complied with, Environmental Laws (as defined below). a) The term "Hazardous Materials" shall mean any substance, material, waste gas, or particulate matter which at the time of the execution of the Lease of any time thereafter is regulated by any local governmental authority, the State in which the Premises is located, or the United States Government, including but not limited to, any material or substance which is: (i) defined as a "hazardous material", "hazardous substance", "extremely hazardous waste", or "restricted hazardous waste" under any provision of State Law; (ii) petroleum; (iii) asbestos (iv) polychlorinated biphenyl; (v) radioactive material; (vi) designated as a "hazardous substance" pursuant to Section 311 of the Clean Water Act, 33 U.S.C. Sec. 1251 et seg. (33 U.S.C. Sec. 1371); (vii) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. Sec. 6901 et seg. (42 U.S.C. Sec. 6903); or (viii) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act 42 U.S.C. Sec. 9601 et seg. (42 U.S.C. Sec. 9601). (ix) The term "Environmental Laws" shall mean all statutes specifically described in the foregoing sentence and all federal, state, and local governmental health and safety statutes, ordinances, codes, rules, regulations, orders and decrees regulating to or imposing liability or standard concerning or in connection with Hazardous Materials. 27. MISCELLANEOUS: A) This Lease may be amended, modified and changed only by written instrument signed by the City Manager and the Lessor. The City Manager is authorized to approve and execute amendments for non -substantive modifications to this Lease as needed. 13) This Lease shall be construed according to the laws of the State of Florida. C) Should any portion of this Lease be declared invalid and enforceable, then such portion shall be deemed to be severable from this Lease and shall not affect the remainder thereof. D) It is expressly understood that this Lease contains all terms, covenants, conditions and agreements between the parties hereto relating to the subject matter of this Lease, and that no prior agreements or understandings, either oral or written, pertaining to the same shall be valid or of any force and effect, and that the terms, covenants, conditions and provisions of this Lease cannot be altered, changed, modified or added to except in writing by all parties hereto. E) Should any party or parties hereto institute any action or proceeding in Court to enforce any provision or provisions hereof, or for damages by reason of any default under this Lease, or for a declaration of such party's or parties' rights or obligations hereunder, or for any other judicial remedies, the Court may adjudge to be reasonable attorney's fees for the services rendered the party or parties prevailing in any such action or proceeding. F) Lessor or Lessee's failure to take advantage of any default hereunder, or breach of any term, covenant, condition or agreement of this Lease on the part of Lessee or Lessor to be performed shall not be (or be construed to be) a waiver thereof, nor shall any custom or practice which may grow between the parties in the course of administering this Lease be construed to waive or to lessen the right of Lessor or Lessee to insist upon the performance by Lessee or Lessor of any term, covenant, condition or agreement hereof, or to exercise any rights given by either of then on account of any such default or breach. Waiver of a particular default under or breach of any term, covenant, condition or agreement of this Lease, or any leniency shown by Lessor or Lessee in respect thereto, shall not be construed as or constitute a waiver of any other or subsequent defaults under this Lease, or a waiver of the right of either party to proceed against the other for the same or any other subsequent default under, or breach of any other term, covenant, condition or agreement of this Lease. G) Lessor represents that the Premises are not currently in violation of any building code, environmental regulation or other governmental ordinance or regulation. Lessor further warrants and represents that it has received no notice of any such violation. H) Lessor agrees that the Premises now conform, or that, prior to Lessee's occupancy, that the Premises shall, at the Lessor's sole cost and expense, be brought into conformance with the requirements of Section 553.48,F.S., providing requirements for the physically handicapped. I) Lessor hereby grants Lessee an easement for ingress/egress, access, parking and for driveway purpose, for the Premises. 9 J) Lessor hereby represents and warrants to Lessee that there are no tenants in the Property or other parties, who have leases or agreements which prohibit, restrict or interfere with the use by Lessee, its employees or invitees, of the Premises or Common Areas. Nor will Lessor enter into any such lease or agreement. K) Lessor hereby represents and warrants to Lessee that the drinking water at the Premises is available to the degree of the educational code and it is free of all contaminants and harmful chemicals. L) Lessor hereby represents and warrants to Lessee that there are no rats, rodents, termites, insects, or. pests of any kind within the Premises. Should Lessee evidence anything to the contrary, Lessor shall immediately rectify the situation by employing a pest extermination contractor, at Lessor's sole cost and expense, at such reasonable intervals as to keep the Premises free from such pests. M) This Lease Agreement is the result of negotiations between the parties and has been typed/printed by one party for the convenience of both parties, and the parties covenant that this Lease Agreement shall not be construed in favor of or against either of the parties. In Witness Whereof, the parties hereto have hereunto set their hands and seals on the day and year first above written. Lessor: Witness: Mary Maguire, President, Centennial Interiors Corporation (as to Lessor) Date Dated and executed by the City as of ,2005. ATTEST: CITY OF MIAMI, a Municipal Corporation of the State of Florida By: By: Priscilla A. Thompson , City Clerk Joe Arriola, City Manager APPROVED AS TO INSURANCE APPROVED AS TO FORM AND REQUIREMENTS: CORRECTNESS: By Dania Carrillo Jorge L. Fernandez, Risk Management Administrator City Attorney 10