HomeMy WebLinkAboutExhibitLEASE
THIS LEASE has been made effective as of
January 1, 2006, between THE A.V.S. INTERNATIONAL
GROUP, INC., a Florida Corporation, of 3555 NW 33rd Street,
Miami, Florida 33142 ("Landlord"), and THE CITY OF
MIAMI, a Florida Municipality, of P.O. Box 011531, Miami,
Florida 33101 ("Tenant").
In consideration of the mutual undertakings
contained in this Lease, and intending to be legally bound,
Landlord and Tenant agree as follows:
ARTICLE 1 - Definitions
1.1 Definitions. When used in this Lease, the
following defined terms shall carry the definitions which
follow them, unless the context clearly indicates to the
contrary:
(a) "Additional Rent" means all amounts or
charges payable by Tenant under any provision of this Lease,
except Base Rent (as defined below).
(b) "Building" means the building in which the
Premises are located.
(c) "Common Areas" means the driveways,
parking areas, hallways, restrooms, lawns, sidewalks and other
areas of the Property designated by Landlord from time to
time for the common use and enjoyment of the tenants of the
Property.
(d) "insurance" means all casualty, liability,
rental, business interruption and other insurance maintained by
Landlord with respect to the Property.
(e) "Lease" means gross lease in which the
Base Rent is the exclusive charge to the Tenant by the
Landlord and no other costs incurred by Landlord, such as ad
valorem real estate taxes and/or property insurance premiums,
are passed on to the Tenant.
(f) "Premises" means that space in the Property
situated in the City of Miami, County of Dade, and State of
Florida, and know and described as follows: Certain
warehouse, storage, sales and office space, located at 3320
NW 33`d Street, Unit 3, which consists of approximately 2,000
square feet and which are depicted on the attached Exhibit A,
located in a multi -tenant Building located on land legally
described in Exhibit B.
(g) "Property" means the real estate described
on Exhibit B attached to this Lease, all easements and
appurtenances to it and all improvements and installations
located or to be located on it, as the same may be modified,
altered, expanded or reduced from time to time.
(h) "Rent" means Base Rent, Additional Rent
and all other amounts or charges payable by Tenant under any
provision of this Lease, all of which shall be deemed payable
by Tenant in consideration of the demise of the Premises.
(i) "Taxes" means all ad valorem real estate and
personal property taxes and assessments (general or special) of
every kind and nature and other or similar charges levied or
billed by any governmental unit during the Term in respect of
the Property, or any part of the Property.
ARTICLE 2 - Demise of Premises; Possession
2.1 Demise of Premises; Term.
(a) Landlord leases the Premises to Tenant, and
Tenant hires the Premises from Landlord, on the terms and
subject to the conditions contained in this Lease, for a one-
year term commencing on January I, 2007 ("Commencement
Date"), and ending at midnight on December 31, 2007, unless
renewed or sooner terminated as provided in this Lease
("Termination Date").
(b) So long as Tenant shall not then be in
default under this Lease, Tenant shall have the option to renew
the term of this Lease for five (5) one-year renewal terms.
Tenant may renew this Lease by giving Landlord written
notice of renewal at least sixty (60) days in advance of
expiration of the term then in effect. Base Rent for any
renewal terms beginning in 2008 and 2009 will remain the
same as the initial base rent. If Tenant elects to renew the
Lease for 2010, 2011 or 2012, Landlord shall have the right in
each instance to increase Base Rent. If Landlord and Tenant
do not mutually agree upon any increase in Base Rent, the
Lease will not renew and will expire on the next Termination
Date. Other than Base Rent, all other terms and conditions of
the Lease will remain in effect without amendment during any
renewal terms. The initial term together with any renewal
terms are collectively the "Term."
(c) Landlord reserves the right to install,
maintain, use, repair and replace pipes, duct work, wires and
the like through the Premises. Landlord shall use its best
efforts to make all such installations and perform all work
related to such activities so as to avoid unreasonable
interference with or interruption of the business operations of
Tenant.
2.2 Use of Premises.
(a) Tenant covenants to use and occupy the
Premises for the purposes set forth below, and for no other
purpose, except with Landlord's prior written consent, which
may be withheld by Landlord in its sole discretion: For the
storage of Tenant's equipment and materials only and related
access by Tenant as needed for the storage or removal of such
equipment and materials, subject to Article 11 of this Lease.
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(b) Tenant shall not use the Premises, or permit
the Premises to be used, in a manner that constitutes a
violation of any applicable law, order, ordinance or regulation
or that may be dangerous; nor shall Tenant commit any waste
in the Premises, or permit any objectionable noise or odor to
be emitted, or permit anything to be done on the Premises
tending to create a nuisance or disturb others.
2.3 Possession. Possession of the Premises shall
be delivered to Tenant on the Commencement Date, but if for
any reason beyond Landlord's reasonable control, Landlord is
unable to deliver possession of the Premises to Tenant on the
Commencement Date, then the Commencement Date shall be
delayed until Landlord can deliver possession, and as Tenant's
sole remedy, Rent shall abate until possession is delivered, If
Landlord delivers and Tenant takes possession of the Premises
prior to the Commencement Date, then all terms and
conditions of this Lease shall apply upon such delivery, but
Rent shall be prorated for the initial partial calendar month.
2.4 Condition of Premises; Representations.
Except as Landlord and Tenant may otherwise agree in
writing, Tenant's entry into possession shall constitute
conclusive evidence against Tenant that it has inspected the
Premises and found them to be in good order and satisfactory
condition at the time of entry and that Tenant has accepted the
Premises in their then "as is" condition. Tenant represents that
it has inspected the Premises, and shall accept the same.
Except as expressly set forth in this Lease, neither Landlord
nor Landlord's agents have made any representations or
promises with respect to the physical condition of the
Premises or any other matter pertaining to the Premises or
Property.
2.5 Quiet Enjoyment. Landlord covenants and
agrees with Tenant that upon Tenant's paying the Rent and
observing and performing all the terms, covenants and
conditions to be performed and observed, Tenant may
peaceably and quietly enjoy the Premises leased.
ARTICLE 3 - Rent and Other Charges
3.1 Base Rent, Tenant shall pay to Landlord
rent for the Term ("Base Rent"), plus any initial partial
calendar month, at a monthly rate of One Thousand Eight
Hundred Thirty Three Dollars 33/100 Dollars ($1,833.33),
Subject to Section 3.5 below, each monthly installment of
Base Rent shall be payable in advance on or before the first
day of each calendar month during the Term at such place as
the Landlord shall from time to time designate, Base Rent for
any partial calendar month shall be prorated. Tenant
represents that it is exempt from Florida State Sales Tax
(Exemption #230833038054C, Expiring October 2007).
Tenant shall pay or reimburse Landlord for all liabilities and
obligations directly paid or incurred by Landlord as a result of
Tenant no longer being exempt from Florida State Sales Tax.
3,2 Personal Property Taxes. Tenant shall pay,
before any penalty or interest attaches, all personal property
taxes levied or assessed against Tenant's personal property
and shall, upon request, furnish to Landlord evidence of such
payment.
3.3 Utilities. Landlord shall provide the
Premises with gas, electric, water and sewer utility services
which shall be separately metered, with Tenant paying directly
to the utility provider the utility expenses incurred by Tenant.
Landlord shall not be liable for any such utility expenses
incurred by Tenant. Tenant shall subscribe for and pay the
cost of any telephone or communication services to the
Premises which it desires. Landlord shall install an air
conditioner in the Premises, and Tenant shall maintain the air
conditioner throughout the Term.
3.4 Additional Rent. All taxes, charges, costs,
and expenses which Tenant is expressly required to pay under
this Lease, and all costs and expenses which Landlord may
incur by reason of any default of Tenant or the failure by
Tenant to comply with the Lease terms shall be deemed to be
Additional Rent, and unless otherwise specified in this Lease,
shall be payable within ten (10) days after Landlord's written
demand for them, and in the event of nonpayment by Tenant,
Landlord shall have all of the rights and remedies with respect
to them as Landlord has for the nonpayment of the Base Rent.
3.5 Interest on Rent, Rent which is not paid
within five (5) days of the date due shall bear interest from the
date due until paid at a rate equal to the lesser of twelve
percent (12%) per annum or the highest amount permitted by
law, The payment of such interest shall not excuse or cure any
default by Tenant under this Lease,
ARTICLE 4 - Preparation of the Premises
4.1 Tenant's Work. Any alterations,
improvements, additions, physical changes, sign installations
or other work necessary or desirable to place the Premises in a
condition suitable for Tenant's business purposes from time to
time during the Term ("Tenant's Work") shall be performed
in a good and workmanlike manner by or for Tenant at
Tenant's sole cost and expense. No construction or installation
by Tenant shall begin until Landlord has consented to the
work in writing, and approved the plans and contractors for
them, which approval shall not be unreasonably withheld or
delayed. Tenant's Work shall fully conform to all applicable
statutes, ordinances, regulations and codes, Tenant shall place
no signs on the Premises or Property without Landlord's prior
written consent, which may be withheld in Landlord's sole
discretion. All Landlord's Work and all leasehold
improvements made by Tenant which are affixed to the
Premises and cannot be removed without damage to the
Premises shall be the property of Landlord.
4.2 Lien Waivers. If applicable, tenant shall
notify Landlord upon completion of Tenant's Work in
accordance with approved plans. Simultaneously with such
written notice, Tenant shall furnish Landlord with proper
sworn statements and lien waivers from all persons
performing work on or supplying materials to the Premises,
and a certificate of occupancy issued by the appropriate
governmental authority.
4.3 Covenant Against Liens. Nothing in this
Lease shall authorize Tenant to, and Tenant shall not, do any
act which will in any way encumber the title of Landlord in
and to the Premises, nor shall the interest or estate of Landlord
in the Premises be in any way subject to any claim whatsoever
by virtue of any act or omission of Tenant. Any claim to a
lien upon the Premises arising from any act or omission of
Tenant shall be valid only against Tenantand shall in all
respects be subordinate to the title and rights of Landlord, and
any person claiming through Landlord, in and to the Premises.
ARTICLE 5 - Repairs
5.1 Repair and Maintenance of Premises.
Except to the extent such duties are expressly made the
obligation of Landlord under this Article, Tenant shall at its
expense keep and maintain the Premises, all mechanical
systems serving the Premises (including air conditioning
equipment) and any improvements it has made to the Premises
and its trade fixtures and personal property in the Premises, in
a good and clean operating condition. Landlord shall keep and
maintain the walls, windows, doors and ceilings of the
Premises and the mechanical systems of the Building serving
them in good operating condition. Landlord shall maintain the
portion of the Property located outside of the Premises,
including lighting for the parking area. Landlord shall also
pay for normal garbage disposal servicing the Premises.
5.2 Damage by Tenant. Landlord may recover
from Tenant the entire cost of any repairs by Landlord made
necessary by the tortious acts or neglects of Tenant or its
agents, contractors, employees or invitees, except to the extent
that Landlord is reimbursed for such costs under any policy of
insurance.
5.3 Structural Repairs. Landlord shall keep the
foundation, roof, exterior walls, all load bearing portions of
the Premises in good repair throughout the Term. Landlord
shall be neither liable nor responsible for any Toss that may
accrue to Tenant or Tenant's business by reason of Landlord's
actions in fulfilling its obligations under this Section, so long
as Landlord acts reasonably to minimize interference with
Tenant's use of the Premises, Landlord shall not be required
to make any other improvements or repairs of any kind upon
the Premises.
ARTICLE 6 - Covenants; Landlord's Lien
6.1 Laws, Ordinances and General Conditions.
Tenant at its expense shall comply promptly with all laws,
ordinances, orders and regulations affecting its use or
occupancy of the Premises or any alterations it has made to the
Premises.
6.2 Tenant's Taxes. Tenant shall pay, prior to
delinquency, all taxes, special assessments, and other charges
of any kind due and payable during the Term which are levied
with respect to Tenant's personal property located on or in the
Premises, the leasehold estate, or any sublease estate under the
Lease, • including any and all taxes imposed by the United
States of America, or any state, municipality, or political
subdivision of any of them. Tenant is not obligated to pay any
taxes for which it is legally exempt as a Florida Municipality.
6.3 Landlord's Lien. To secure the payment of
all moneys due under this Lease, Tenant grants to Landlord a
security interest in all personal property of Tenant located in
the Premises and any and all rents from Tenant's subtenants or
assignees, if any. Contemporaneous with the execution of this
Lease, and at such other times as Landlord may request,
Tenant agrees to execute and deliver to Landlord financing
statements and such other documents as may be required to
perfect the security interest granted in this Section.
ARTICLE 7 - Damage to Premises; Eminent Domain;
Indemnity; Insurance
7.1 Destruction --Fire or Other Cause.
(a) If the Premises shall be rendered
untenantable by fire or other casualty, Landlord shall (so long
as the insurance proceeds are in an amount sufficient to fund a
complete restoration, and Landlord's mortgagee permits them
to be so applied) restore them and make them tenantable as
soon as possible. Landlord shall advise Tenant if such
insurance proceeds, together with such sums as Landlord is
willing to commit, are insufficient to restore the Premises. If
such funds are insufficient, Tenant may terminate this Lease
by notifying Landlord within ten (10) days after Landlord's
notice of insufficiency. Except in the case of damage caused
by Tenant or its agents, employees, contractors, guests or
licensees where lost rentals are not covered by insurance, Base
Rent shall abate during the period of untenantability in
proportion to the area of the Premises rendered untenantabte.
All such restoration required to be performed by Landlord
shall be completed within one hundred eighty (180) days of
settlement with Landlord's insurance carriers or Tenant shall,
as its sole remedy, be entitled to terminate this Lease.
(b) Tenant shall immediately notify Landlord of
the occurrence of a tire or other casualty at the Premises and
shall at its expense restore or replace its personal property,
fixtures and tenant improvements.
7.2 Eminent Domain. If all or any material part
of the Premises or Common Areas shall be taken or
condemned by any competent authority for any public use or
purpose, the Term shall, at the option of Landlord, end as of
the date of the actual taking. If the Premises may not
reasonably be used for the purpose contemplated by the Lease
following any taking, Tenant may terminate this Lease. In
either case, there shall be no apportionment to Tenant of any
portion of the award or damages for such taking, but Tenant
shall be entitled to any funds awarded it for moving expenses
or business interruption. This Lease shall otherwise remain in
full force and effect without apportionment to Tenant of any
portion of the award or damages. In the event of a termination
pursuant to this Section, 13ase Rent shall be prorated to the
date of such taking.
7.3 Tenant's Property; Insurance. Tenant shall
bring or keep property upon the Premises solely at its own
risk, and Landlord shall not under any circumstances be liable
for any damages to the property or any destruction or theft of
the property. Tenant is self -insured as a Florida municipality
and has sufficient self-insurance. Tenant waives all right of
recovery which it might otherwise have against Landlord and
its agents, employees, customers, invitees, guests or licensees,
for any damage to Tenant's property which is Tenant's
responsibility, notwithstanding that such damage may result
from the negligence or fault of Landlord or its agents,
employees, customers, invitees, guests, or licensees. Any
deductible amount included in such policy shall be treated as
though it were recoverable under the policy.
7,4 Insurance. By this section, and by the
applicable portions of Section 7.3 above, Landlord and Tenant
intend that the risk of loss or damages as described shall be
borne by responsible insurance carriers to the extend provided.
(a) Landlord shall insure the Premises against
loss or damage under a policy or policies of all risk casualty
insurance, in such amount and with such coverages as
Landlord deems necessary.
(b) Tenant shall maintain workers'
compensation coverage covering all of its employees to at
least the statutory limit set forth under Florida law.
ARTICLE 8 - Default and Remedies; Termination and
Surrender
8.1 Landlord's Remedies. If Tenant shall fail to
make any payment of any Rent due under this Lease for a
period of ten (10) days following the date when due, or if
default shall continue in the performance of any of the other
covenants or conditions which Tenant is required to observe
and perform under this Lease for a period of thirty (30) days
following written notice of such failure, or if the interest of
Tenant in this Lease shall be levied upon under execution or
other legal process, or if any petition shall be filed by or
against Tenant in a court of bankruptcy, or if Tenant shall be
declared insolvent according to law, or make an assignment
for the benefit of creditors, or if Tenant shall dissolve, die or
become legally incompetent, or if Tenant shall vacate or
abandon the Premises or cease to operate its business in the
Premises, then Landlord may, but need not, treat the
occurrence of any one or more of the foregoing events as a
breach of this Lease, and thereupon may, at its option, without
any further notice or demand of any kind to Tenant or any
other person, have any one or more of the following described
remedies in addition to all other rights and remedies provided
at law or in equity:
(a) Terminate this Lease, repossess the Premises
in accordance with the provisions of Section 8.2 of this Lease
and be entitled to recover immediately, as liquidated agreed
final damages, in lieu of any further deficiencies, the total
amount due to be paid by Tenant during the balance of the
Term of this Lease, less the fair rental value of the Premises
for the period.
(b) Terminate Tenant's right of possession and
repossess the Premises without demand or notice of any kind
to Tenant and without terminating this Lease, in which case
Landlord should relet all or any part of the Premises for such
rent and upon such terms as shall be reasonably satisfactory to
Landlord. For the purposes of such reletting, Landlord may
make such repairs, alterations, additions, or physical changes
in or to the Premises as may be reasonably necessary or
convenient. If Landlord shall fail despite its efforts to relet the
Premises, then Tenant shall pay to Landlord as damages the
total amount due to be paid by Tenant during the balance of
the Term of this Lease monthly, as such amounts become due.
If the Premises are relet and a sufficient sum shall not be
realized from the reletting, after payment of all costs and
expenses of such repairs, alterations., additions or physical
changes and the expense of such reletting and the collection of
rent occurring therefrom, to satisfy the Rent herein provided to
be paid during the remainder of the Term, Tenant shall satisfy
and pay any such deficiency upon demand. Tenant agrees that
Landlord may file suit to recover any sums falling due under
the terms of this subsection.
(c)
obligations.
8.2
Have specific performance of Tenant's
Termination; Surrender of Possession.
(a) Upon the expiration or termination of this
Lease, whether by lapse of time, operation of law or pursuant
to the provisions of this Lease, Tenant shall;
(i) Restore the Premises to their
condition at the beginning of the Term (other than as
contemplated by Section 4.1 above), ordinary wear and tear
excepted, remove all of its personal property, electronic
equipment and trade fixtures from the Premises and repair any
damage caused by such removal;
(ii) Surrender possession of the
Premises to Landlord; and
(iii) Upon the request of Landlord, at
Tenant's cost and expense, remove from the exterior and
interior of the Premises all fixtures and signs, symbols and
trademarks which are connected with or associated
specifically with Tenant's business and repair any damages to
the Premises caused by such removal,
(b) If Tenant shall fail or refuse to restore the
Premises as provided above, Landlord may do so and recover
its cost for so doing, If Tenant shall fail or refuse to comply
with Tenant's duty to remove all personal property and trade
fixtures from the Premises upon the expiration or termination
of this Lease, the parties hereto agree and stipulate that
Landlord may, at its election: (i) treat such failure or refusal
as an offer by Tenant to transfer title to such property to
Landlord, in which event the title to it shall pass under this
Lease as a bill of sale; or (ii) treat such failure or refusal as
conclusive evidence, on which Landlord shall be entitled to
rely absolutely, that Tenant has forever abandoned such
property. In either event, Landlord may, with or without
accepting title to the property, keep or remove, store, destroy,
discard, or otherwise dispose of all or any part of such
property in any manner that Landlord shall choose without
incurring liability to Tenant or to any other person, In no
event shall Landlord ever become or be charged with the
duties of a bailee of any property of Tenant. The failure of
Tenant to remove any property from the Premises shall forever
bar Tenant from bringing any action or asserting any liability
against Landlord with respect to any property which Tenant
fails to remove.
(c) This Lease shall cease at the end of the
Term without the necessity of notice from either Landlord or
Tenant to terminate. If Tenant shall fail to or refuse to
surrender possession of the Premises to Landlord upon
termination or expiration of the Term, Landlord may
immediately, without notice, reenter the Premises and
dispossess all persons and effects therefrom, using such force
as may be necessary. Landlord shall also be entitled to such
other remedies as may be provided it by law or in equity.
8,3 Holding Over. 1f Tenant continues to
possess and use the Premises after expiration of the Term with
Landlord's consent, Tenant shall become a tenant from month
to month. Such tenancy shall be upon the same terms and
conditions specified in this Lease for the period immediately
prior to such holding over, except that such holdover shall be
at one hundred ten percent (110%) of the Base Rent for the
period immediately prior to such holding over, and the
holdover shall continue until either party terminates the
tenancy by at least thirty (30) days' prior written notice to the
other of such intention to terminate.
8.4 Assignment and Subletting, Tenant shall
not, without the prior written consent of Landlord (which
consent Landlord may withhold in its sole discretion), assign
this Lease or any interest under this Lease (whether as security
for an obligation or otherwise); permit any assignment of this
Lease by operation of law; sublet the Premises or any part of
them; or permit the use of the Premises by any party other
than Tenant and its employees.
8.5 Remedies Cumulative. The failure of either
party to enforce any covenant or condition of this Lease shall
not be deemed a waiver of the covenant or condition or of the
right of either party to enforce each and every covenant and
condition of this Lease. No provision of this Lease shall be
deemed to have been waived unless such waiver shall be in
writing and signed by the person against whom the waiver is
claimed. All rights and remedies of each party under this
Lease shall be cumulative, and none shall exclude any other
rights or remedies allowed by law.
8.6 Expenses of Enforcement; Performance by
Landlord. Each party shall bear its own attomey's fees in any
action arising under this Lease, If Tenant shall fail to perform
any of its obligations under this Lease, Landlord may without
further notice than that provided in Section 8.1 above perform
such obligations. If Landlord incurs any costs in connection
with its performance, they shall be paid by Tenant to Landlord
upon demand as Additional Rent.
8.7 Tenant's Remedies. Tenant may bring an
action against Landlord for any claim Tenant may have
against Landlord under this Lease, provided Tenant shall first
give written notice of the claim to Landlord and shall afford
Landlord a period of thirty (30) days following written notice
of such claim (except that if such default cannot be cured
within the thirty (30) day period, this period shall be extended
for a reasonable additional time not to exceed thirty (30) more
days, provided that Landlord promptly commences to cure
such default and proceeds diligently thereafter to effect such
cure).
ARTICLE 9 - Access to Premises
9.1 Access to Premises by Landlord. Upon
giving one (1) day's prior notice (or in the event of
emergency), Landlord shall have the right to enter upon the
Premises at all reasonable business hours for the purpose of
inspecting them, preventing waste, loss or destruction,
enforcing any of its rights or powers under this Lease, or
making such repairs or alterations as it is obligated to make
under the terms of this Lease or which Landlord may elect to
perform, following Tenant's failure to do so. Landlord shall
be neither liable nor responsible for any loss to Tenant or
Tenant's business which may occur by reason of such entry, so
long as Landlord acts reasonably to minimize interference
with Tenant's use of the Premises. Throughout the Term,
Landlord shall have the right to enter the Premises at
reasonable hours on reasonable notice for the purpose of
showing them to prospective purchasers or mortgagees and,
during the last six months of the Term, to prospective tenants.
If Tenant is not present to open and permit an entry into the
Premises, Landlord or Landlord's agents may enter the same
whenever such entry may be reasonably necessary or
permissible by master key (or in emergencies forcibly). In no
event shall the obligations of Tenant under this Lease be
affected by any such entry. Landlord shall not unreasonably
interrupt Tenant's quiet enjoyment of the Premises.
ARTICLE 10 - Use of Common Areas
10.1 Use of Common Areas. Landlord grants to
Tenant the nonexclusive right to use the Common Areas solely
for the purposes for which they were designed, subject to the
following conditions:
(a) The Common Areas may also be used by
anyone else to whom Landlord has or may in the future grant
the right to use them;
(b) Tenant shall make no use of the Common
Areas which would interfere in any way with the use of the
Common Areas by any other person;
(c) Landlord shall have the right from time to
time to close, repair and modify the Common Areas, to change
the location or character of them, and to adopt rules and
regulations pertaining to them, but in doing so Landlord shall
use reasonable efforts to avoid any unreasonable interference
with the business operations of Tenant; and
(d) Tenant and its employees shall park their
vehicles in those portions of the parking areas designated for
that purpose by Landlord.
10.2 Maintenance and Control. Landlord shall
maintain, operate and control the Common Areas.
ARTICLE 11 - Environmental Matters
11.1 Environmental Matters.
(a) Tenant agrees that during the term of this
Lease no use, generation, release, manufacture, production,
processing, treatment, storage or disposal of any Hazardous
Substances (as defined below) on or from the Premises shall
occur, except: (i) as specifically disclosed to and first
approved by Landlord in writing, which approval shall not be
unreasonably withheld (ii) any release of a Hazardous
Substance if the Hazardous Substance released was not
introduced to the Premises by the Tenant, its subtenants,
contractors, employees, agents, or invitees, and Tenant had no
knowledge of its presence prior to the release; and (iii) the use
of a Hazardous Substance in a limited quantity necessary for
the operation or maintenance of office equipment in the
ordinary course of the business of Tenant. Tenant also agrees
that, in the operation of its business from the Premises, it shall
comply with all federal, state and local laws, regulations and
ordinances for the protection of the environment. Tenant shall
not install on the Premises any underground tanks for the
storage of petroleum products, chemicals or other liquids, or
install or store on the Premises any asbestos, whether or not
friable, or urea formaldehyde foam insulation.
(b) Tenant agrees to notify Landlord
immediately of any disposal of a Hazardous Substances on or
near the Premises, of any discovery of a Hazardous Substance
on or near the Premises, and of any notice received from a
governmental authority or private party alleging or suggesting
that a disposal of a Hazardous Substance on or near the
Premises may have occurred, as soon as Tenant becomes
aware of any such information or notice. Furthermore, Tenant
agrees to provide to Landlord full and complete access to any
documents or information in Tenant's possession or control
relevant to the question of generation, release, manufacture,
production, processing, treatment, storage or disposal of a
Hazardous Substance on or near the Premises.
(c) In the event that an environmental review
discloses that the Premises contain any such Hazardous
Substance, and the Hazardous Substance arose as a result of
any act or omission by Tenant, its subtenants, contractors,
employees, agents or invitees, Tenant shall immediately, at its
sole cost and expense, commence and pursue diligently to
completion all corrective action required to both (i) bring the
Premises into compliance with applicable environmental laws,
regulations, ordinances and court interpretations and orders,
and (ii) reasonably satisfy Landlord that the Hazardous
Substance has been removed to the extent reasonably possible.
In the event any of the Hazardous Substance remains,
Tenant's liability for the removal of the same shall continue
indefinitely, and Landlord may by written notice to Tenant
require Tenant to perform further remediation efforts if in the
future (iii) applicable laws, regulations, ordinances or court
interpretations or orders change in such a manner as to make
the concentration of Hazardous Substance illegal, or (iv)
remediation technology changes in such a manner that it
becomes possible to successfully remediate more of the
Hazardous Substance.
(d) "Hazardous Substance" shall mean (i) any
hazardous substance as that term is defined in the
Comprehensive Environmental Response, Compensation and
Liability Act ("CERCLA"), 42 U.S.C. 9601 et seq, as
amended, (ii) any hazardous waste or hazardous substance as
those terms are now or hereafter defined in any local, state or
federal law, regulation, ordinance or court interpretation or
order applicable to the Premises, (iii) petroleum products,
including, without limitation, crude oil or any fraction thereof,
or (iv) any other substance now or hereafter declared to be
hazardous or toxic under the common law.
ARTICLE 12 - Miscellaneous
12.1 Notices. All notices, bills or statements
required under this Lease shall be in writing and shall be
deemed to have been given if either delivered personally or
mailed by certified or registered mail to the addresses as set
forth above. The addresses specified for notices may from
time to time be changed by the written notice of one party to
the other.
12.2 Invalidation; Amendment. The invalidation
of one or more terms of this Lease shall not affect the validity
of the remaining terms. This Lease represents the entire
agreement between the parties. No oral or written prior or
contemporaneous agreements shall have any force or effect,
and the Lease may not be amended, altered or modified unless
done so by means of a written instrument signed by both
parties.
12.3 Subordination; Attornment; Estoppel
Certificate,
(a) This Lease shall, at the option of Landlord
or its lenders, be subject and subordinate to the interest of the
holders of any notes secured by mortgages on the Premises,
now or in the future, and to all ground or underlying leases
and to all renewals, modifications, consolidations,
replacements and extensions of such mortgages or leases.
(b) If the ground or underlying lessor and/or
mortgagee or any successor in interest shall succeed to the
rights of Landlord under this Lease, whether through
possession, surrender, assignment, subletting, judicial or
foreclosure action, or delivery of a deed or otherwise, Tenant
will attorn to and recognize such successor -landlord as
Tenant's landlord and the successor -landlord will accept such
attornment and recognize Tenant's rights of possession and use
of the Premises in accordance with the provisions of this
Lease. This clause shall be self -operative and no further
instrument of attornment or recognition shall be required.
12.4 Successors and Assigns, The covenants,
conditions, and agreements contained in this Lease shall bind
and inure to the benefit of Landlord and Tenant and, except to
the extent prohibited by Section 8.4 above, their respective
successors and assigns.
12.5 Real Estate Brokers. The parties to this
Lease represent and warrant to one another that there are no
real estate brokers or other agents involved in this transaction
and no broker's or finder's fees or commissions are payable in
connection with this Lease. Landlord indemnifies and agrees
to hold harmless Tenant, and at Tenant's option defend
Tenant, from and against any and all liabilities, including,
without limitation, reasonable attorneys' fees, arising from a
claim by any broker claiming through Landlord. Tenant
indemnifies and agrees to hold harmless Landlord, and at
Landlord's option defend Landlord, from and against any and
all liabilities, including, without limitation, reasonable
attorneys' fees, arising from a claim by any broker claiming
through Tenant,
12.6 Accord and Satisfaction, No payment by
Tenant or receipt by Landlord of a lesser amount than the
monthly rent stipulated in this Lease shall be deemed to be
other than on account of the earliest stipulated rent, nor shall
any endorsement or statement on any check or any letter
accompanying any check or payment as rent be deemed an
accord and satisfaction, and Landlord shall accept such check
or payment without prejudice to Landlord's right to recover
the balance of such rent or to pursue any other remedy in this
Lease as provided.
12.7 Radon Gas. Radon is 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 paragraph has been included in this
Lease solely for the purpose of complying with Section
404.056, Subparagraph (8), of the Florida Statutes, as same
may be amended from time to time. Neither Landlord nor
Tenant acquire any rights, assume any obligations, or incur
any liabilities of any kind whatsoever, either directly or
indirectly, as a result of the inclusion of the above paragraph.
This Lease has been signed as of the date set forth above.
THE•A.V.S. INTERNATIONAL GROUP, INC.
Signature
Print Name
Title
THE CITY OF MIAMI
Signature
Print Name
Title
APPROVED AS TO LEGAL FORM:
CITY ATTORNEY, CITY OF MIAMI
Signature
Print Name
Title
1 060868-6