HomeMy WebLinkAboutCRA-R-14-0022 Exhibit 1LEASE AGREEMENT
between
EUE/SCREEN GEMS LTD, INC., a Flori
as Tenant
v
�w
ration
OMNI REDEVELOPMENT DIOMMUNITY REDEVELOPMENT AGENCY
4S'
as Landlord
For the Use of
THE PRO ` :' OCATED AT 50 NW 14th STREET, MIAMI, FLORIDA
he MIAMI ENTERTAINMENT COMPLEX
dated ,2014
LEASE
THIS GROUND LEASE ("Lease") is entered into by and between OMNI
REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT
("Landlord"), and EUE/SCREEN GEMS LTD, INC., a Florida limited liability
("Tenant").
RECITALS:
A. Landlord is the owner of certain Property located in the City of
Dade County, Florida, shown on Exhibit A attached hereto ("Premises") and b
incorporated herein.
B. Landlord desires to lease to Tenant the Premises as
Exhibit A attached hereto, and Tenant desires to rent the Premises fro
AGENCY
company
iami-
re'erence
y described in
1brd.
NOW, THEREFORE, for good and valuable considera 'b the sufficiency of which is
stipulated hereto, the Landlord and Tenant hereby agree as foll
ARTICLE 1 (:)
Lease of P �,. ert
1.1 Premises Leased. Landlord, in
conditions herein set forth, hereby leases
Landlord, the Premises, together
appurtenances thereto and all improv,
on of the rents, covenants, agreements and
t, and Tenant hereby rents and leases from
of Landlord's rights, interests, estates and
ereon.
1.2 Premises Defined. e Premises and the rights, interests, estates and appurtenances
leased to Tenant pursuant fie n 1.1, together with all improvements now or hereafter
constructed thereon, are h rei ter collectively referred to as the "Premises."
1.3 Habe'O HAVE AND TO HOLD the Premises, together with all and singular
the rights, privileg d appurtenances thereunto attaching or in any way belonging, exclusively
unto Tenan ccessors and assigns, for the term set forth in Article 2, subject to termination
as herei r ' d, and subject to and upon the covenants, agreements, terms, provisions and
limitain set forth.
ARTICLE 2
Term of the Lease
2.1 Effective Date Defined. The date upon which the last of the parties hereto
executes this Lease is hereinafter referred to as the "Effective Date" and actual possession is
provided to the Tenant.
Landlord Initials: Tenant Initials:
Page 1
2.2 Term. The term of this Lease shall be for ten (10) years from the effective date
unless extended as set forth herein.
2.3 Renewal Option. Tenant (or any assignee, subtenant or other transferee of Tenant
as authorized herein) is hereby granted the option to extend the Lease Term for one (1) renewal
option of ten (10) years ("Extension Term"), provided (a) Tenant is not in default under t
Lease beyond any applicable notice and cure periods at the time of exercise of the resp tive
option, nor at the commencement date of the applicable Extension Term, and (b) Tent
written notice of its exercise of the respective option no less than one hundred eighty i :1 . ys
prior to the expiration of the Initial Term. The Extension Term shall comme e day
immediately following the scheduled date of expiration of the Initial Tenn and upon the
same terms, conditions and rentals as were in effect hereunder during the I it i erm unless
ARTICLE 3 ,G,1*'S)
Rent; Improvements
3 1 Rent Commencement Date and Lease, .�1 fined. "Rent Commencement
Date" shall mean the date the Tenant obtains a 'Cicate of Occupancy or Temporary
Certificate of Occupancy for the Premises after t ant ork, as defined herein, is completed
and shall be pro rated as necessary.. "Lease ' shall mean each consecutive period of
twelve (12) full calendar months, follow ent Commencement Date. If the Rent
Commencement Date is a date other tha day of a calendar month, the first Lease Year
shall include that fractional portion endar month in which the Rent Commencement
Date occurs and the first full twelv ) nths thereafter, and the last Lease Year shall end on
the expiration or earlier termina.'. of s Lease. Once the Rent Commencement Date has been
established, the parties shall - - to a rent commencement date letter, in the form attached
hereto as Exhibit " ", me li mg the Rent Commencement Date and the last day of the
Original Term.
modified in writing as specified herein.
Landlord wi
obligatio
not ti .
pro • s • -
arr
0.re the Security Deposit to its original amount, if and when it is determined that the Tenant
as in fact in default and liable for said rent or damages. Any remaining balance of the Security
*• Deposit will be returned by Landlord to Tenant at the Expiration Date of the Lease provided that
,,s,‘
Tenant shall have made all payments and performed all material covenants and agreements in
this Lease.
3.2 Secosit. Tenant acknowledges its obligation to deposit with Landlord a
Security Deposit mount of $125,000.00 at the time of the Effective Date, to be held by
in -rest as security for the performance by Tenant of Tenant's covenants and
this Lease. Upon the occurrence of any event of default by Tenant, which is
d, Landlord may, from time to time, without prejudice to any other remedy
ein or provided by law, use such funds to the extent necessary to make good any
rents and any other damage, injury, expense or liability caused to Landlord by such
n� default, and Tenant shall pay to Landlord on demand the amount so applied in order to
Landlord Initials: Tenant Initials:
Page 2
3.3. Rent. Tenant shall pay rent to Landlord in the amount of $100,000.00 to be paid
in monthly installments of $8,333.33 and an additional eleven percent (11%) of any Gross Sales
(as defined herein) above $750,000.00 made by Tenant for each year of the of the Lease.
During the Extension Term, Tenant shall pay rent to Landlord in the amount of $100,000.00 to
be paid in monthly installments of $8,333.33 and an additional eleven percent (11%) of an
Gross Sales above $750,000.00 made by Tenant for each year of the of the Extension Term.
3.3.1. "Gross Sales". "Gross Sales" shall mean and include the entire amou
sales price, whether for cash or otherwise of all sales of merchandise and services, n. • er
receipts whatsoever, of all business conducted in or from the Premises, by the Te which
the Tenant actually receives any such proceeds. Gross Sales do not include, hi any sums
collected and paid out for any sales or excise tax imposed by any duly consti te. • overnmental
authority, nor does it include bad checks net of recovery, and bank char .. 'or counterfeit
currency.
(a) Notwithstanding the above, Tenant has the right tu t, waive, or otherwise
negotiate any proceeds due to it or sales prices for services . ' andise from a client or
customer in the normal course of business. If Tenant does in f scount, waive, or otherwise
negotiate any proceeds due to it from a client or customer . normal course of business or the
sales price for services or merchandise, then that i• .f the sales price that has been
discounted, waived, or negotiated shall not be used] t e culation of Gross Sales.
(b) If it is discovered upon an audit \.. r t'ant to Article 15 of this Lease that any
discount, waiver, or other negotiation of sa - 1 _ - as detailed in Section 3.3.3(a) is done with
the intent to reduce Gross Sales in ► . • defraud Landlord, Tenant hereby agrees to
immediately remit the difference plu . cent (10%) penalty on the difference to Landlord
upon discovery and demand.
3.3.2. Accounting a ent of Gross Sales. On or before the twentieth (20th) day of
each calendar quarter durin • Lease Term, Tenant shall prepare and deliver to Landlord at
Landlord's notice address red statement of Gross Sales made from the Premises during the
preceding quarter. I di` en, within sixty (60) days after the expiration of each calendar year
and within sixty .: i . . fter the termination of this Lease if this Lease should not terminate at
the end of a cale ear, Tenant shall prepare and deliver to Landlord at Landlord's notice
address a st. t .f Gross Sales made from the Premises during the preceding calendar year
(or parti ai ar year), certified to be correct by an officer of Tenant, or an independent
Certifi:. is Accountant. Tenant shall furnish similar statements for its licensees,
co . es and subtenants, if any. All such statements shall be in such foriu as the Landlord
re; and, if requested by Landlord, Tenant shall also provide to Landlord copies of sales
submitted by Tenant to the applicable governmental authority of the Applicable State.
e . nt shall keep in the Premises a permanent, accurate set of books and records of all sales of
erchandise and revenue derived from business conducted in the Premises, and all supporting
records such as tax reports and banking records. Tenant shall retain and preserve all such books
and records for at least five (5) years after the end of the calendar year to which they relate,
which books and records are subject to inspection and audit by Landlord and its agents at all
reasonable times. If any books and records relate to a matter that is in dispute between Landlord
Landlord Initials: Tenant Initials:
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and Tenant, then Tenant shall retain such books and records until such dispute has been resolved,
even if such period of time exceeds five (5) years.
3.3.3. Confidentiality. Landlord shall use reasonable good faith efforts to keep
confidential all sales reports, and financial statements supplied by Tenant; however, Landlord_
has the right to reveal such information to mortgagees, prospective purchasers and prospect
mortgagees (and their respective agents in such regard) and to Landlord's managers, bre {eis,
employees, agents, development and administrative officers and personnel, professional dv
and consultants, and Landlord shall further have the right to reveal such informatio
required by law or in connection with legal proceedings.
3.4 Additional Rent and Rent Defined. The term "Additional Re t` mean all
amounts required to be paid by Tenant under the terms of this L r than rent.
Notwithstanding any provision of this Lease to the contrary, in all eve , e ant shall not be
required to pay any Additional Rent under any provision of this Le ther, to the extent
provided under 4.1. Tenant shall pay ad valorem taxes, if any, di c ly t Miami -Dade County,
Florida beginning with the ad valorem taxes due for the tax ye. Prior to that time, the
Landlord shall be responsible for all ad valorem taxes, if an 4� -nant shall pay charges for
utilities directly to applicable utility companies as separa - m -nts, as elsewhere provided in
this Lease. Landlord represents and warrants to Tenan f the Effective Date, all accounts
with any and all applicable utilities providers ar ct, and in no event shall Tenant be
required to pay any past due payments for period e prior to the Effective Date.
3.5. Payment of Rent. Rent sha paid to Landlord by Tenant in monthly
installments in advance on the first day t e. alendar month in lawful money of the United
States of America without notice or de ' ' . ► s the original or changed address of Landlord as set
forth in Section 16.1 or to such er .: sons or at such other addresses as Landlord may
designate from time to time writ to Tenant. If the Rent Commencement Date or
termination or expiration date s Lease is other than the first day of a month, Tenant shall be
required to pay a pro rata p . ' o ' the monthly installment of Rent for any partial month. Rent
shall be paid as herein setIf the due date of the Rent is on a weekend of Federal Holiday,
then the rent will be e next business day.
3.6. N. :.. - ent. Except as otherwise expressly provided in Section 3.1 and 3.3(a)
above, Flori w, ' d otherwise in this Lease, no happening, event, occurrence or situation
during th� whether foreseen or unforeseen, and however extraordinary, shall relieve
Tenant �p �t; obligations hereunder to pay rent, or entitle Tenant to an abatement of rent.
0 �7! Late Charge. If Tenant fails to pay any installment of rent on or before the tenth
ay of the calendar month for two (2) consecutive calendar months in any Lease Year,
Tenant shall pay to Landlord, in addition to the installment of rent, five percent (5%) of
ch installment, as a late payment fee, beginning with the second (2nd) late installment and
upon any subsequent late installments during the applicable Lease Year.
3.8. Payment of Rent Upon Assignment of Landlord's Interest. Landlord shall
promptly give written notice to Tenant if Landlord assigns its interest in, or its right to receive
Landlord Initials:
Tenant Initials:
Page 4
rent under, this Lease to a third party or if any third party other than Landlord is ever entitled to
collect any amounts payable by Tenant hereunder.
(a) Until Tenant receives written notice from Landlord of any assignment or transfer of
the right to collect rent, together with a copy of the fully executed deed or other transfer_,
document, payment of rent by Tenant in accordance with the provisions of Section 3.5 s
satisfy Tenant's obligations under the Lease.
(b)iIV
If Landlordgives Tenant written notice that a third partyis entitled to r�� -i y
� y
payments of rent and Tenant thereafter pays such sum(s) to the party named in the • • i c nant
shall be deemed to have discharged its obligation under this Lease with respect t um(s).
(c) If Landlord's interest in this Lease is ever owned by more tha,yperson, firm,
corporation or entity, such parties shall arrange among themselves for e i execution of a
notice specifying one (1) such party or agent and an address therefor o eceipt of notices to
Landlord under this Lease and to which all payments to Landlord r th Lease shall be made,
and notices delivered and payments made by Tenant in accor c h such jointly executed
notice shall constitute notice and payment to all parties inclu(thin the term "Landlord."
Until Tenant receives written notice signed by all such s, .ayment of rent by Tenant in
accordance with the provisions of Section 3.5 shall sati is obligations under the Lease.
3.9. Improvements. Tenant covenan •ii. - on or before October 31, 2015, Tenant
shall complete all real and moveable personal . • - . y improvements to be located upon the
Premises ("Improvement Completion"), for e Landlord has agreed to provide the Tenant
with US $11,500,000 to pay for such i nts. Landlord and Tenant have entered into a
Memorandum of Understanding, wh.: a .. ached hereto as Exhibit " _" and incorporated
herein, pursuant to which the Lan d agreed to pay for the improvements made by the
Tenant that are within the approbu t therein.
3.9.1. Tenant's Wo4i On'Ehe Effective Date, Tenant agrees to accept possession of the
Leased Premises and proc
prepare the Leased
accordance with,
("Tenant's Work
Tenant shall
and speci
equip
part
Landlord agrees to pay for all work described for in Exhibit " " up to US$11,500,000,
00 shall pay for such work as requested by the Tenant as for fully set forth in Exhibit "
h due diligence, to perform all other work which is necessary to
e for opening and operation for business with the public, in
more particularly described in, Exhibit ` "' annexed hereto
in one hundred and fifty (150) days after the execution of this Lease,
andlord, in advance of Tenant's commencement of Tenant's Work, plans
showing a layout, fixturing plans, interior finish, store front and any work or
done or installed by Tenant affecting any structural, mechanical or electrical
ased Premises or the Building containing same.
Tenant shall be solely responsible for obtaining all applicable permits, including but not
limited to building permits as well as all final inspections and certificates of occupancy, if any.
Tenant shall be responsible for all related fees associated with any such permit or inspection
which may be covered by the US$11,500,000.00 provided by Landlord. Landlord shall use its
Landlord Initials: Tenant Initials:
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best efforts to assist the Tenant in any applications for permits as reasonably necessary and
requested.
ARTICLE 4
4.1. Improvements. Theparties agree that notwithstandinganypro o of'this
P
Improvements, Utilities, Net Lease
Lease to the contrary, in all events, at all times during the term of this Lease, all Premises
and Improvements to the Premises shall remain solely Landlord's prop rt "Tenant
Improvements"). Alterations and improvements constructed by Tenant o ng buildings
shall not be included within the term Tenant Improvements, but rat 1 remain solely
Landlord's property. Any improvements made prior the execution is Lease and any
alternations or improvements (including Tenant's trade fixtures n.vea le furniture, or other
fixtures which are decorative in nature) which were paid with1n._ s s funds shall remain the
property of Landlord.
4.2 Utilities.
(a) Landlord's Utilities Obligations.
Landlord shall be responsible, at its sole cost
Premises, at locations requested by Tenant,
limitation, water, fire hydrants, gas, sto
communication services) required for
0
On o befdre the effective date of this Lease,
a e nse, for bringing to the boundary of the
lines and connections (including, without
nitary sewer, electricity, telephone and other
intended use of the Premises.
(b) Tenant's Utilities Ob atio _ . Except as set forth in Section 4.2(a), Tenant shall be
responsible, at its sole cost . -xpense, for obtaining, connecting, installing, repairing and
maintaining all utility lines, e ions and facilities on the Premises and shall pay all charges
for gas, electricity, telephk - - a other communication services and all other utilities and similar
services rendered or •lid 'o the Premises, and all water rents, sewer service charges or other
similar charges ley' - �' . . rged against, or in connection with, the Premises.
4.3. billbsion. If subdivision is required by any Governmental Authority as a
condition nt to Tenant's use of the Premises and any such Governmental Authority
require e in the subdivision plat submitted by Tenant which would materially adversely
affect - - . s use of the Premises, Tenant shall have the right to tenninate this Lease.
ARTICLE 5
INTENTIONALLY DELETED.
Landlord Initials: Tenant Initials:
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ARTICLE 6
Landlord's Warranties and Covenants
6.1. Authority to Lease. Landlord warrants and represents to Tenant that it has good
and marketable fee simple title to the Premises owned by Landlord and has full right, power a
authority to enter into this Lease. Landlord further warrants that (i) no construction has been
performed on the Premises during the six (6) month period prior to the execution of thi L
and (ii) there are no mortgages, deeds to secure debt, or other liens or conveyances s u ity
title affecting the Premises which are superior to this Lease or which could a the
termination of this Lease except those listed on Exhibit " " attached hereto.
6.2. Dedications and Easements. Landlord covenants in favor ant that at all
times during the term of this Lease, no existing or future documents g declarations,
development, easements, covenants and restrictions affecting the s, or any portion
thereof, shall be adopted or, if already adopted as of the Effect' -e 1 at , utilized in a manner
which contradicts the terms and provisions of this Lease incl� _, thout limitation, the use
rights in favor of Tenant set forth in Section 8.1 of this Lease. '4 ect to the foregoing, Tenant
shall have the right to review any and all existing and fu i ' oc ments regarding declarations,
development, easements, covenants and restrictions i n. y affecting the Premises, or any
portion thereof. In order to develop the Premises with th provements, it may be necessary or
desirable that street, water, sewer, drainage, gas, ,. lines, setback lines and other easements,
dedications and similar rights be granted or dedi ver or within portions of the Premises by
plat, replat, grant, deed or other appropriate nt. To the extent any of the aforementioned
are required by any governmental author' t - lie utility, Landlord shall, on written request of
Tenant, support and cooperate with ' . t in executing and delivering such documents, in
recordable form, from time to ti roe shout the Term, as may be reasonably appropriate,
necessary or required by any g. -rnme tal authority, public utility or company for the purpose
of granting such easement s ne . edications. Tenant shall be solely responsible for any
associated costs of the afore rationed, which shall be paid by the Landlord with the funds set
forth in the MOU as autho3s erein.
6.3. Co :. ' ' s ' s Premises Upon Delivery; Zoning. Landlord warrants and represents
that the current zo of the Premises would permit a film studio. On or before the Delivery of
the Premise dl s d shall ensure that:
ord will not take any action to change the current zoning designation that would
prevenant from readily obtain all permits necessary for Tenant to start construction.
b) all required storm sewer and off site storm water retention/detention serving the
ises are operational.
Landlord Initials: Tenant Initials:
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ARTICLE 7
Construction
7.1. Construction of New Improvements. Tenant shall have the right, from time to
time and at any time, to demolish and remove any improvements or portions of improveme
situated upon the Premises, to construct replacement improvements for improvemen
removed or to construct, remove and reconstruct new buildings and other improvemen
Premises. Any improvements constructed by Tenant on the Premises shall be su.'-ct,�Che
provisions of Section 7.4 below and shall be constructed in accordance with thction
Standards (defined in Section 7.3). "Improvements" shall mean any bui1 ,' tructures,
signage or other improvements located at any time upon the Premises.
7.2. Alterations. At any time and from time to time during , Tenant may
perform such alteration, renovation, repair, refurbishment and other with regard to any
Improvements as Tenant may elect, provided that the same is4j�e, i accordance with the
Construction Standards.
7.3. Construction Standards and Liens.
(a) Standards. Any Improvements sh
renovation, repair, refurbishment or other w
accordance with the following standards ("
constructed, and any alteration,
ith"regard thereto shall be performed, in
ction Standards"):
(1) All such constru o work shall be performed in a good and
workmanlike manner in aco rl with good industry practice for the type of work
in question.
(2) All suc nstruction or work shall be done in compliance with all
applicable deed cti%ns, building codes, ordinances and other laws or regulations
of Governmenorities.
and a
ob •
(3 T. -.nstruction or work shall be commenced until all licenses, permits
ions required of all Governmental Authorities having jurisdiction are
(4) Tenant shall have obtained and shall maintain in force and effect the
ranee coverage required in Article 9 with respect to the type of construction or
ork in question.
(5) After commencement, such construction or work shall be prosecuted with
due diligence to its completion.
(b) Mechanic's and Materialmen's Liens. Tenant shall have no right, authority or
power to bind Landlord or any interest of Landlord in the Premises for any claim for labor
or for material or for any other charge or expense incurred in constructing any
Improvements or performing any alteration, renovation, repair, refurbishment or other work
Landlord Initials: Tenant Initials:
Page 8
with regard thereto, nor to render Landlord's interest in the Premises liable for any lien or
right of lien for any labor, materials or other charge or expense incurred in connection
therewith. Tenant shall not be considered the agent of Landlord in the construction,
erection or operation of any such Improvements. If any liens or claims for labor or
materials supplied or claimed to have been supplied to the Premises are filed, Tenant shal
diligently pursue the release or discharge thereof and indemnity Landlord against any s
liens or claims.
7.4. Signs/Murals/Cellular or Radio Towers/Satellite Related Equipment. a rd
has the sole authority to contract for any offsite signage including murals as s lular
and Radio Towers and Satellite Related Equipment. Landlord agrees t stall any
offsite signage, mural, cellular or radio tower, or satellite related eq i n that will
negatively affect Tenant's Gross Sales. Landlord shall be solely res or the cost of
installation and maintenance. All offsite signage, murals, Cellular dio Towers and
Satellite Related Equipment shall comply with all applicable la s, a es, regulations, and
ordinances. Seventy-five percent (75%) of any profits from f si e signage, murals, and
Cellular and Radio Towers shall belong to Landlord any ive (25%) of any profits
from any offsite sign, mural, and Cellular and Radio T.we.11 be given to Tenant. This
twenty (25%) of offsite sign, mural, and Cellular dio profits shall be considered a
part of Gross Sales as defined herein. If any offs i• ural, or Cellular or Radio Tower
is installed by any party other than Landlord,ny p fits from that offsite sign, mural, or
Cellular or Radio Tower shall count towar
Tenant as described herein.
7.4.1. Permitted Use of Roof.
business any structure on the ro
with all Local, State, and Fede
unreasonably withheld or ayed.
wenty five percent (25%) profit share of
nt may install for its business and or related
em so long as it is structurally sound and complies
upon written consent of Landlord, which shall not be
7.5. Tenant's E ui ent"Defined. The term "Tenant's Equipment" means all trade
fixtures and personal rty brought onto the Premises or installed by Tenant, including,
without limitat f ishings, furniture, equipment, sign faces, computers, computer
related equi . property, Hebert units, cabling, tubing, pneumatic tubing, safes, halon
systems, an. • er equipment or property useful to Tenant in its operations, for use in
connec '® it the conduct of Tenant's business regardless of the manner in which they
are
Ownership and Removal of Tenant's Equipment. Tenant's Equipment shall be
the property of Tenant. Within sixty (60) business days following the expiration or
ination of the Term, Tenant shall have the right, but not the obligation, to remove all
Tenant's Equipment from the Premises; provided, however, that Tenant shall repair any
damage caused by such removal. Any equipment not removed within sixty (60) business
days shall become the sole property of Landlord.
Landlord Initials: Tenant Initials:
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ARTICLE 8
Use, Maintenance and Repairs
8.1. Use. Subject to the terms and provisions hereof, Tenant shall have the right to
and enjoy the Premises in a lawful manner for the purpose of constructing a state oI
art soundstage and production facilities where motion pictures and televisio 1.r r s
can be produced and other similar purposes and ancillary services inclu• g, .0 not
limited to the following: two dimensional and three dimensional ani cameras,
casting, catering, dollies, cranes, technocranes, editing systems ice, film
commission office, golf cart rental, lighting and grip, payroll portable air
conditioning and heating, chillers, handlers, production ser •gging, satellite
uplink/transmission, sound mixing/ADR, special effects, tel mobile units, and
transportation. In addition, the Premises may be used for o e la ' 1 purposes subject to
Landlord's prior written consent, not to be unreasonab i ld by Landlord. Tenant
shall not use or occupy, knowingly permit the Premises .$ used or occupied, nor do or
knowingly permit anything to be done in or on the ' is -s in a manner which would (a)
in any way make void or voidable any insura - in force with respect thereto, (b)
make it impossible to obtain the insurance r quire o be furnished by Tenant hereunder,
(c) constitute a public or private nuisance otherwise prohibited by law.
8.2. Maintenance and Repairs. S enant's rights under Article 7, Tenant shall
take good care of the Premises, ►q : repairs thereto, interior and exterior, structural
and nonstructural, ordinary an : inary, foreseen and unforeseen and shall maintain
and keep the Premises and i. ' alks and curbs located within the Premises in good
order, repair and condit . at a times. Tenant will not commit, knowingly permit or
suffer any waste, da ► e . isfigurement or injury to or upon the Premises or any part
thereof, but this Secti. sha 1 not be construed as limiting Tenant's rights under Article 7.
Notwithstanding tgoing, however, Tenant shall not be responsible for repairing or
rebuilding thtures already occupying the Premises as of the date of this Lease for
age related tear or for damage to said structures caused by acts of God.
8.2. a t, at its sole cost and expense, agrees to keep in force a maintenance
a . e - on all HVAC equipment and to provide a copy of such maintenance
nt to Landlord for Landlord's approval, which shall not be unreasonably
held. The agreement shall require a semiannual inspection of such equipment and
enant will furnish Landlord with semiannual certifications by the inspection company
that such equipment is in good repair. Any repairs or replacement required to be made to
such HVAC equipment shall be done or made only by such persons or entities duly
licensed and as have been approved in advance in writing by Landlord.
8.2.2. After the end of the tenth (10th) year of the Lease, the Landlord shall keep the
foundation, structural elements (except plate glass, windows, doors and other exterior
openings, window and door frames, molding, closure devices, locks and hardware,
special store fronts, lighting, heating, air-conditioning, plumbing and other electrical,
Landlord Initials: Tenant Initials:
Page 10
mechanical and electromotive installation equipment and fixtures, signs, placards,
decorations or other advertising media of any type, or interior painting or other treatment
of interior walls which will be maintained by Tenant at Tenant's sole cost and expense),
structural portion of exterior walls and the roof above the Premises in good repair. In the
event that the Premises should become in need of repairs required to be made b
Landlord hereunder, Tenant shall give immediate written notice thereof to Landlord
Landlord will have a reasonable time after receipt by Landlord of such written not
which to make such repairs at its own cost and expense. Should the Landlo fa
make the repairs in a reasonable time after receiving notice, the Tenant ma naa
repairs and offset any expenditures against future rent.
8.2.3. Landlord is entitled to enter upon the Premises at any time fo o easonable
advance notice (except in the event of a real or apparent emerge , i ich event no
such advance notice shall be required) for the purpose of ins he same, or of
showing the Premises to prospective purchasers, tenants or le , .r of making repairs
to the Premises, or of making repairs, alterations or additi s o (a adjacent premises, or
(b) the building systems serving the building within w t remises are located. At
no time, shall the Landlord's right to enter the prem interfere with the Tenant's
business, be used to harass the Tenant, or inter — wi the Tenant's right to quiet
enjoyment and the peaceful use of the Premi
� Premises shall not be shown to
prospective purchasers, tenants or lenders, durin the Term until the last year of the
Lease, unless the Tenant has exercised it , to renew. If the Tenant has exercised its
option to renew the Lease, the Premi es not be shown to prospective purchasers,
tenants or lenders, until the last year gf `i - tension Teini.
8.3. No Operating Covert
long as Tenant continues
provisions of this Lea
open, staff or conti
consecutive mont
months prior
such nine
in the Pr
A to
ev
withstanding anything herein to the contrary, for so
paent and maintain the Premises in accordance with the
nant shall not be in default of this Lease but if Tenant fails to
ly operate its business for a period of at least forty-two (42)
lord would have the right to terminate this Lease on nine (9)
otice from Landlord to Tenant; provided, however, that during
notice period, Tenant shall be entitled to resume business operations
n which event Landlord shall not be entitled to so terminate this Lease.
tioi2'pursuant to this Section shall not constitute a default by Tenant, and in the
valid termination by Landlord pursuant to this Section, the parties shall have
r liability or obligation under this Lease.
ARTICLE 9
Employment
9.1. Equal Employment Opportunities. Tenant agrees that during the tern of the
Lease, (a) it will not discriminate against any employee or applicant for employment
because of race, creed, color, place of birth, religion, national origin, sex, age, marital
status, veteran and disability status and will take affirmative action to assure that
Landlord Initials:
Tenant Initials:
Page 11
applicants are employed and that employees are treated during employment without
regard to race, creed, color, place of birth, religion, national origin, sex, age, marital
status, veteran and disability status; (b) post in conspicuous places, available to
employees and applicants for employment, notices, the form of which is to be provided to
Landlord, setting forth provision for this nondiscrimination clause; and (c) in al
solicitations or advertisements for employees placed by or on behalf of Tenant shall s
that all qualified applicants will receive consideration for employment without reg
race, creed, color, or national origin.
9.2. Non -Discrimination. Tenant represents and warrants to Landlo . a 't will
comply with Sections 18-188, 18-189, and 18-190 of the City ' i Code
incorporated herein. Tenant hereby represents and warrants that it • _s ; • and will not
engage in discriminatory practices and shall not discriminate in co ' e i • with Tenant's
use of the Premises on account of race, national origin, ancestr c s o ex, religion, age,
handicap, familial status, marital status, or sexual oriention. urthermore, should
Tenant have existing or introduce membership rules for + . at the Premises, that it
will comply with the non-discrimination provisions ied within Section 18-188
to 18-190 of the Code of the City of Miami, as ens. and incorporated herein by
reference.
9.3. Internship Opportunities. Tena
from a higher educational facility, includ'.
work at the Premises during the term
10.1. Landlord's I
compensation, co
Landlord shall ob
damage to
obligated
greeso hire a minimum of four (4) interns
not limited to the Hospitality Institute, to
se.
40:497LE 10
ace and Indemnity
Landlord shall be entitled to self -insure for workers'
ial general liability, auto liability or any other coverage except
nd keep in force all risk property insurance covering loss or
nd personal property except for that property which Tenant is
under Section 9.2.
10.2,('l a is Insurance. Tenant shall maintain during this Lease, insurance
re,�ui ellits pursuant to Exhibit "
Waiver of Subrogation. Landlord and Tenant agree that all policies of insurance
be kept and maintained in force by the respective parties hereto, shall, unless
prohibited by law or other regulation having the effect of law, contain provisions in
which the rights of subrogation against the Landlord and Tenant are waived by the
insurance company or carriers insuring the Premises, any building, or other property in
question. Landlord expressly waives any right of recovery against Tenant for damage to
or loss of the building, the Premises, or the improvements thereon, which loss or damage
may arise by fire or any other peril covered by any policy of insurance required to be
maintained pursuant to this Lease which contains or is required to contain waiver of
subrogation rights against Tenant pursuant to this Section, and Landlord shall make no
Landlord Initials: Tenant Initials:
Page 12
claim for recovery against Tenant therefor. Tenant expressly waives any right of
recovery against Landlord for damage to or loss of its fixtures, improvements, or other
property located in the Premises, which damage or loss may arise by fire or any other
peril covered by any policy of insurance maintained or required to be maintained
pursuant to this Lease which contains or is required to contain a waiver of subrogation
right against Landlord as set forth in this Section, and Tenant shall make no claim
recovery against Landlord therefor.
10.4.(a). Tenant's Indemnity. The Tenant shall indemnify, protect, defe ar 1d
harmless the Landlord and its employees, from and against any and all i suits,
actions, damages or causes of action of whatever nature arising o . e use or
operation of the Premises or the surrounding areas, whether such clai s .e made by
the Tenant, or an employee, agent, contractor, invitee or gu-:' e Tenant, an
employee, agent or official of the Landlord or by any third part a .. ether it relates to
injury to persons (including death) or damage to property e ep - e it is alleged that
the Landlordor its employees or officials were negligent t t ey acted intentionally.
The Tenant shall, at its own cost and expense, pay a► $ - all costs related to any
orders, judgments, or decrees which may be entere. th:'.n, and all reasonable costs,
attorneys' fees, expenses and liabilities incurre.. about the defense of any such
claims and the investigation thereof. The Te - .. t also indemnify, defend, protect
and hold the Landlord harmless from and ains . ny and all claims arising from any
breach or default in performance of any ion of the Tenant's part to be performed
under the terms of this Agreement, o i' rom any act, neglect, fault or omission of
the Tenant, its employees, agents, tr.. .rs, invitees, and guests, and from and against
all reasonable costs, attorneys' - , . enses, and liability incurred in connection with
any such claim or any actioner , o• - eding brought thereon. The Tenant reserves the
right to retain counsel of its
The Tenant shall in dimly notify the Landlord, in writing, of any claim or action
filed, of whatever na e, arising out of the use or operation of the Premises by the
Tenant, its em. o agents, contractors, invitees and guests. The Tenant shall also
immediately e Landlord if the Tenant knows or has reason to believe a claim or
action wi 1. : •, of whatever nature, arising out of the use or operation of the Premises
by the na is members, agents, contractors, employees, or servants.
1 ! 4 . " Tenant's Indemnity. Landlord shall indemnify, protect, defend and hold
ss the Tenant, its officers, directors, members, owners, shareholders and
0loyees, from and against any and all claims, suits, actions, damages or causes of
ction of arising out or related to the negligent or intentional acts of the Landlord, its
officials, agents, representative or employees, , whether such claim shall be made by
the Landlord, or any official, employee, agent, contractor, invitee or guest of the
Landlord, or by Tenant, its officers, directors, members, owners, shareholders and
employees, or by any third party, and whether it relates to injury to persons (including
death) or damage to property. The Landlord shall, at its own cost and expense, pay and
satisfy all reasonable costs related to any orders, judgments or decrees which may be
entered thereon, and all reasonable costs, attorneys' fees, expenses and liabilities
Landlord Initials: Tenant Initials:
Page 13
incurred in and about the defense of any such claims and the investigation thereof. The
Landlord shall also indemnify, defend, protect and hold the Tenant, its officers, directors,
members, owners, shareholders and employees harmless from and against any and all
claims arising from any breach or default in performance of any obligation of the
Landlord's part to be performed under the terms of this Agreement, or arising fro
any act, neglect, fault or omission of the Landlord or its employees, agents, from
against all reasonable costs, attorneys' fees, expenses and liability incurred in corn
with any such claim or any action or proceeding brought thereon. .`
The Landlord reserves the right to defend itself. Tenant reserves the 0 retain
counsel of its choice.
The Landlord shall immediately notify the Tenant, in writing, of a. : r .r action
filed, of whatever nature, arising out of the Property. s e . - dlord shall also
immediately notify the Tenant if it knows or has reason to be)iev- a claim or action will
be filed, of whatever nature, arising from the Property.
The Parties acknowledge and accept that the Landlo
may be limited and will be limited to the extent a
Statutes for property loss, property damage,
arising out of, or resulting from the neglig
to work perfoiiued by Landlord under thi
demand shall arise out of, or result
servants, agents, employees, or ass. ,,<,)
ai
or violation (s) of an applicable
nsibility under this section
e by Section 768.28, Florida
to injury to persons or property
or negligent act or omission relative
ent, unless however, such claim, or
negligence, or misconduct of Tenant, its
claims in the nature of contract, equity,
10.5. Tenant's Rights hould any Improvements or Premises be wholly or partially
destroyed or damage or any other casualty not due to the intentional or negligent
acts of Tenant, Te nt 11 have the right to restore and reconstruct the Improvements or
Premises. Not ith ing any provision of this Lease to the contrary, whenever under
any provisio Lease, Tenant restores and reconstructs Improvements (other than
Tenant I r . e e ents), Tenant shall be entitled to use the proceeds of Landlord's
Prope Co age, if any, as this term is defined above in Section 9.1. If Tenant elects
to r and reconstruct such Improvements, then rent shall abate to the degree the
P -y .re unusable for Tenant's business purposes until such time as Tenant has fully
and reconstructed such Improvements and the Premises are usable for Tenant's
O
s�nepNotwdnth, i
ompletedsspurrestoration
oses. or reconstructionithstaning ofatheyhing Improvements to te aftercontrarytwo f (2)Tenant years provhasidednot,
SSC
however, that such two (2) year period shall be extended by any period of Force Majeure,
as defined under Section 16.13 of this Lease, any rent abatement shall end and Tenant
agrees to pay the full then -applicable rental rate. Notwithstanding anything to the
contrary, if any casualty occurs within in five (5) years after the Effective Date, Tenant 1)
shall not have the right to terminate pursuant to this Section 10.1 and 2) further covenants
and agrees to use all insurance and other proceeds, if any, to rebuild the Improvements in
the manner as originally contemplated by this Lease.
Landlord Initials: Tenant Initials:
Page 14
Tenant may reconstruct any such building using Landlord's insurance proceeds, if any.
During the period of any reconstruction or repair pursuant to this paragraph, all rental
shall abate to the degree the Premises are unusable for Tenant's business purposes.
Tenant's rent shall be abated proportionally until such time that it can use the Premises
for the uses and purposes contemplated hereby and the reconstruction or repair i
finished. If the Premises is rendered wholly untenable it cannot be used by the Tenant
the use and purposes contemplated hereby, then rate will be abated in its entirety ntil
such time as can fully operate is business out of the Premises as inte do
10.2. Notice of Damage. Tenant shall immediately notify Landlord of0struction
or damage to the Premises.
contemplated by this Lease.
ARTICLE 11
Condemnation
11.1 Total Taking. Should the entire Premises be hich term, as used in this
Article, shall include any conveyance in avoida ' s ttlement of eminent domain,
condemnation or other similar proceedings) by ernmental Authority, corporation
or other entity under the right of eminent dom. i ondemnation or similar right, either
party may cancel this Lease with thirty ( s written notice to the other party. Any
award therefor will be distributed as foil s: i) first, to the payment of all reasonable
fees and expenses incurred in colle i `• - award, (ii) second, to Tenant in an amount
equal to the unamortized cost of vements (assuming that the Improvements are
amortized over the Original TLease), plus Tenant's moving expenses and (iii)
the balance of the award s ► . b - ' quitably apportioned between Landlord and Tenant
based on the then respe ve fa market values of Landlord's interest in the Premises
(appraised by referen _ t 11 relevant factors including the income stream derivable by
Landlord under this e nd the then present value of Landlord's reversionary interest
in the entire Prem er expiration of the Original Term) and Tenant's interest in the
Premises (ap by reference to all relevant factors, including the income stream
derivable. from the Premises for the remainder of the Original Term). After the
determinat d distribution of the condemnation award as herein provided, the Lease
shall 'na$c, and the parties shall have no further rights, duties or obligations under the
L.
Partial Taking. Should a portion of the structure on the Premises be taken by any
vernmental Authority, corporation or other entity under the right of eminent domain,
condemnation or similar right , such that so much of the Improvements shall be so
taken as to make it economically unsound to use the remainder for the uses and purposes
contemplated hereby, , then this Lease shall terminate as of the date of taking of
possession by the condemning authority in the same manner as if the whole of the
Premises had thus been taken, should the Tenant so elect, and the award therefor shall be
distributed as provided in Section 11.1. Should any other partial taking of the Premises
occur, then this Lease nevertheless shall continue in effect as to the Premises, or the
remainder thereof, as the case may be. In the event of a partial taking where this Lease is
Landlord Initials: Tenant Initials:
Page 15
not terminated, the rent payable during the remainder of the Term after taking of
possession by the condemning authority shall be reduced on a just and proportionate
basis having due regard to the relative value and square footage of the portion of the
Premises thus taken as compared to the remainder thereof and taking into consideration
the extent, if any, to which Tenant's use of the remainder of the Premises shall have been,S)
impaired or interfered with by reason of such partial taking.
11.3 Award on Partial Taking. In the event of a partial taking where this Le
terminated, and as a result thereof Tenant will need to restore, repair or
remainder of the Premises in order to put them in a usable condition, the
shall first be paid to Tenant for payment of such restoration, repair and
accordance with the Construction Standards and (ii) the remainder sh
and paid as provided in (i) and (iii) of Section 11.1, considering
Landlord and Tenant in the portion of the Premises taken. If a
taken and no repair or restoration work is required becaus
shall be apportioned and paid as provided in (i) and (iii)
respective interests of Landlord and Tenant in the porti
11.4 Temporary Taking. If the whole or
temporary use or occupancy, the Term shall
much of the Improvements shall be so take
the remainder for the uses and purp
proportionately abated until such time
extent it cannot operate its business
the extent Tenant is prevented
condemning authority, Tena
covenants, agreements, ter
taking, Tenant shall be
the period of tempor
in which case suc
titled t
an
as t
th
th
r rrn xne
ward
hment in
apportioned
e interests of
the Premises is
o, the award therefor
11.1, considering the
remises taken.
on of the Premises is taken for
uced or affected, such that ( so
ake it economically unsound to use
ntemplated hereby then rent shall be
s ' `kfrought back into full possession, or to the
e entitled to terminate the Lease. Except to
oing pursuant to the terms of the order of the
ontinue to perform and observe all of the other
ovisions of this Lease. In the event of any temporary
receive the entire amount of any award therefor unless
r occupancy shall extend beyond the expiration of the Term,
shall belong to Landlord.
11.5 Notic jj Ta, 'n Coo s eration. Landlord and Tenant shall immediately notify the
other of encement of any eminent domain, condemnation or other similar
proceeding h regard to the Premises. Tenant has the right to participate in eminent
domc edings. Any termination of this Lease pursuant to this Article 11 shall not
afc ights of Landlord and Tenant to any such award.
ARTICLE 12
Assignment and Subletting
12.1 Tenant's Right to Assign.
(a) Tenant may assign this Lease to any affiliate, subsidiary, or successor of Tenant or
any entity acquiring a majority of Tenant's operations upon written consent of Landlord,
which shall not be unreasonably delayed or withheld. In the event Tenant assigns this
Lease in accordance with this Section, Tenant shall be deemed released from its duties
Landlord Initials: Tenant Initials:
Page 16
and obligations hereunder in accordance with this Section. Tenant shall have no duty to
share any profits or provide any other remuneration or consideration to Landlord as a
result of its assigning this Lease, or subleasing all or any portion of the Premises, and it
shall be deemed unreasonable for Landlord to require any such sharing, remuneration, or
consideration in connection with Landlord's consent to any assignment in accordant
with this Section.
(b) Tenant may assign its rights hereunder to any other party with Landlor s
written approval and after a public hearing before the Board of Comm' on Yof
Landlord, which approval shall not be unreasonably withheld or delaye• a lord's
right to approve any assignee of Tenant's rights under this Lease shall i -1 )ut not be
limited to, the approval of (i) the character, reputation and financi ;1 -ngth of the
proposed assignee and (ii) the ability of the assignee's ability to ' e the proposed
use. If the public hearing does not take place within thirty (30) da . e submission by
the Tenant, then the assignment will be deemed approve on Landlord's written
approval of any proposed assignee of Tenant's rights un s ease, Tenant shall be
relieved of liability, and such assignee shall become Tenant. Landlord shall
indicate its written approval or disapproval of any .ropassignee within (30) days
after Tenant gives to Landlord notice of the pro e , ssignment, including the identity
of the proposed assignee and reasonably s i- information as to the proposed
assignee and proposed use to enable Landl to e luate and determine if Landlord will
approve of the assignment. If Landlor i to indicate its approval or disapproval
within such thirty (30) day period, shall be deemed to have approved the
requested assignment. In the even -n. transfers or assigns only a portion but not all
of its interest in this Lease, Ten. ' s emain fully liable to Landlord for all obligations
hereunder. Any assignment 9 ` , a s rights under this Lease that are not in accordance
with this Section shall be vo
12.2 Tenant's Ri iis ..lease.
(a) Tenant may fre
that (i)the le
any kind ►
Landlord c
viol.
w]�ich
ecute subleases with regard to the Improvements, provided only
of each such sublease (including all renewal and extension rights of
shall not extend past the stated expiration date of the Term, unless
Its in writing thereto and (ii) the intended use by the sublessee does not
d-ed restrictions affecting the Premises which are binding on the Premises of
ant has received written notice from Landlord.
s used in this Lease the term "sublease" shall include any leases, licenses,
ccupancy agreements, franchise or other similar rights, agreements or arrangements of
whatever nature relating to the use or occupancy of any part of the Premises.
(c) If Tenant subleases the Premises in entirety, then in this event, fifty percent (50%)
of any excess sublease rent beyond the rent set forth herein, shall be paid to Landlord. If
Tenant subleases the Premises in its entirety, Tenant shall remain fully liable to Landlord
for all obligations hereunder. If Tenant subleases only a portion of the Premises, then in
this event, no portion of any rent or other payments from any such sublessee to Tenant
shall be due and payable to Landlord.
Landlord Initials:
Tenant Initials:
Page 17
As.
ARTICLE 13
Environmental Provisions
13.1 Definitions. For purposes of this Lease the following terms
following meanings -
(a) "Environmental Law" or "Environmental Laws" shall
applicable federal, state, regional, county or municipal statute, or
order, code, directive or requirement, relating to the
Substances, including without limitation the Resource Cons
amended, 42 U.S.C. §6901 et seq.; the Comprehe
Compensation and Liability Act, as amended, 42 U.S.
Pollution and Control Act, 33 U.S.C. §1251 et seq.•
U.S.C. §2601 et seq.; the Clean Air Act, 42 U.S,
defined below), now or hereafter existin
ordinances, rules, regulations, orders, dj
existing.
(b) "Hazardous Substance" or
material, waste, pollutant, irrit
Environmental Law (toget
thereunder and all substtion
without limitation, p um,
polychlorinated bip
Ives or
sha 1 the
0
and every
rule, regulation,
en ht or Hazardous
and Recovery Act, as
vironmental Response,
et seq.; the Federal Water
To c Substances Control Act, 15
1 et seq.; and the Tank Laws (as
er with all successor statutes,
requirements now or
hereafter
ous Substances" shall mean any substance,
ontaminant defined, listed, or referred to in any
any amendments thereto, regulations promulgated
hereof) as being either hazardous or toxic, including
petroleum byproducts or derivatives, asbestos, and
(c) "Release" ---a! •-positing, spilling, leaking, pumping, pouring, emitting, emptying,
dischargin • ' - escaping, leaching, dumping or disposing.
(d) " means those reports and assessments more particularly described on
Ex attached hereto and incorporated herein by this reference.
nk Laws" shall mean all federal, state, regional, county, or municipal
Oyrlronmental statutes, ordinances, rules or regulations relating to underground storage
anks, including, without limitation, the Federal Underground Storage Law, Subtitle I of
4S, the Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 6901 et seq.,
together with any amendments thereto, regulations promulgated thereunder and all
substitutions thereof, and any successor legislation and regulations.
(f) "Remediate" or "Remediation" shall mean the necessary actions to comply with
applicable Environmental Law with respect to the unlawful presence of, or suspected
discharge of, a Hazardous Substance. Remediation may include, without limitation:
Landlord Initials:
Tenant Initials:
Page 18
environmental investigation, monitoring and sampling; installation, maintenance and
removal of monitoring wells; removal, treatment, neutralization or containment of any
Hazardous Substance; storage of excavated materials; and installation, maintenance,
storage and removal of machinery and equipment used in connection with the
Remediation.
13.2 Landlord's Representations, Warranties and Covenants. Landlord repr ents
to Tenant, to Landlord's knowledge and without investigation, that the Premises ' fr
Hazardous Materials to the extent necessary to be in compliance with any , ep . .le
Legal Requirements as in effect and interpreted on the date of this a that
Landlord has not received notice that it is not in compliance with any • .le Legal
Requirements as in effect and interpreted the date of this Lease.
13.3 Tenant's Re
resentations Warranties and Coven
represents, warrants, and covenants that:
Tenant hereby
(a) Tenant agrees not to knowingly release any Hazard•, rial on, onto or from the
Premises that could result in a violation of any Environ . a Law or in the creation of
liability or obligations, including, without limitatiication, or remediation, under
any Environmental Law. Tenant shall obtain ain in force all permits, licenses,
registrations, and other authorizations and pro needed under Environmental Laws
to maintain, occupy and operate the Prem the uses herein permitted.
(b) Tenant agrees that it will not use : i generate, treat, store or dispose of, or permit
the use, handling, generation, tre.. orage or disposal of any Hazardous Substances
(other than those types an •, . n ies contained in normal office products and
environments) in, on, unde o or above the Premises now or at any future time
(except in quantities per ted b applicable laws).
(c) If Tenant is in b
sole expense, sha
Premises, to
any event,
Laws.
oany of its agreements set forth in this Section, Tenant, at its
all action required, including environmental cleanup of the
with the covenants herein or applicable legal requirements and, in
e all action deemed necessary under all applicable Environmental
(d hstanding any provision in this Lease to the contrary, Tenant shall not be
le for, shall have no liability or obligations with respect to, and shall not be
ted to pay for or take any action with respect to (i) the existence of any Hazardous
1•stance on the Premises which occurred or existed prior to the date of the Lease unless
aused or knowingly permitted by Tenant, its agents, or contractors, (ii) the existence of
any Hazardous Substance on the Premises which occurred or existed after the date of the
Lease unless caused by Tenant, its agents, employees or contractors (iii) the Release of
Hazardous Substances on, onto or from the Premises unless caused, contributed, or
participated in by Tenant, its agents, employees or contractors, or (iv) any violation of
any Environmental Laws, unless and to the extent that such was caused, contributed or
participated in by Tenant, its agents, employees, or contractors.
Landlord Initials: Tenant Initials:
Page 19
ARTICLE 14
Warranty of Peaceful Possession
14.1 Peaceful Possession. Landlord covenants that Tenant shall and may peaceably
and quietly have, hold, occupy, use and enjoy the Premises during the Term and
exercise all of its rights hereunder, subject only to the provisions of this Leas
applicable governmental laws, rules and regulations. This covenant and
covenants of Landlord shall be binding upon Landlord and its successors th
respect to breaches occurring during its or their respective periods of n p of
Landlord's interest hereunder.
ARTICLE 15
Audit
15.1 Independent Audit. Landlord has the right 4 ')/in the services of an
independent auditor whenever the Landlord deems it ap riate to do so, but not more
than one (1) time per every four (4) months to ; the Gross Sales receipts of the
Tenant under standard auditing practices. A s spection must take place at the
Premises and must take place Monday to rida n non -State and Federal Holidays)
from 9:00 am to 5:00 pm. Upon reason itten notice from Landlord, Tenant shall
make available, to the independent a di ained by Landlord, all requested records
and documentation limited to tho - n. -d to audit the Tenant's Gross Sales under
standard auditing practices, for . = on and copying. Landlord shall choose the
independent auditor and Ten e responsible for one-half (1/2) payment of the
independent auditor's servi . T terms of this provision herein shall apply to Tenant.
Nothing contained in t provi ion shall impair any independent right of Landlord to
conduct, audit, or i ti the operations, activities, and performance of Tenant in
connection with t 's L se, to the extent such right exists under law or contract.
15.2 Inde Auditor General Review. According to the Charter and the
Code of of Miami, there is established an Office of the Independent Auditor
General ("'') which may, on a random basis, perform audits, inspections, and reviews
of cs of Landlord. This random audit is separate and distinct from any other audit
rd. The IAG is authorized to investigate Landlord's affairs and empowered to
past, present, and proposed Landlord programs, accounts, records, contracts, and
actions. Monitoring of an existing project or program may include a report
oncerning whether the project is on time, within budget, and in conformance with the
plans, specifications, and applicable laws. The IAG shall have the power to audit,
investigate, monitor, oversee, inspect, and review operations, activities, performance, and
procurement processes including but not limited to project design, proposal
specifications, proposal submittals, activities of Tenant, its officers, agents, and
employees, lobbyists, Landlord staff, and elected officials to ensure compliance with
contract specifications and to detect fraud and corruption. Upon ten (10) days written
notice to Tenant, Tenant shall make all requested records and documents available
Landlord Initials:
Tenant Initials:
Page 20
to the IAG for inspection and copying related to and concerning the improvements
contemplated by the MOU and work done under any Design Build Agreement at the
Premises. Any such inspection must take place at the Premises and must take place
Monday to Friday (on non -State and Federal Holidays) from 9:00 am to 5:00 pm. The
IAG shall have the right to inspect and copy all documents and records in Tenant'
possession, custody, or control that pertain to the improvements contemplated by
MOU and work done under any Design Build Agreement, including, but not limit
original estimate files, change order estimate files, worksheets, propo
agreements from and with successful subcontractors and suppliers, re'ct-
related correspondence, memoranda, instructions, financial docu - lated
solely to the improvements contemplated by this MOU and work done . + y Design
Build Agreement, construction documents, Lease docu , ack-change
documents, all documents and supporting documentation forementioned
documents and records.
15.3 Public Records. All records and documentatio
to the provisions herein shall be the sole property of
119 of the Florida Statutes.
O
ARTICLE 14 T
Default an dies
ed and audited pursuant
nd not subject to Chapter
16.1 Tenant's Default. Each o '"1 .wing shall be deemed a "Tenant's Default"
by Tenant hereunder and a mate of this Lease:
(a) If Tenant fails to pay and taIIment of rent on the date upon which the same is due
to be paid and such d u1t co times for ten (10) days after Tenant receives written
notice specifying suc
(b) If Tenant fails 7 p, perform or observe any of the covenants, agreements, terms or
provisions cn this Lease that are to be kept or performed by Tenant other than
with resp yment of rent or other liquidated sums of money and Tenant fails to
commence take such steps as are necessary to remedy the same within thirty (30)
day Tenant receives written notice specifying the same, or having so commenced,
tb�e� fails to proceed diligently and with continuity to remedy the same.
an involuntary petition is filed against Tenant under any bankruptcy or insolvency
w or under the reorganization provisions of any law of like import or if a receiver of
Tenant, or of all or substantially all of the property of Tenant, is appointed without
acquiescence, and such petition or appointment is not discharged or stayed within sixty
(60) days after the happening of such event.
(d) If Tenant makes an assignment of its property for the benefit of creditors or files a
voluntary petition under any bankruptcy or insolvency law, or seeks relief under any
other law for the benefit of debtors.
Landlord Initials: Tenant Initials:
Page 21
(e) The leasehold hereunder demised shall be taken by execution or other process of law
in any action against Tenant.
(f) Except for a valid termination of this Lease by Tenant pursuant to any provision
hereunder including, without limitation, the provisions of Section 2.2 above, Tenant
otherwise notifies Landlord, at any time prior to the Delivery of the Premises, that Ten
does not intend to take occupancy of the Premises upon the Delivery of the Premisor
Tenant shall fail to promptly move into and take possession of the Premises
Premises are ready for occupancy.
(g) Tenant shall become insolvent or unable to pay its debts as they�b - due, or
Tenant notifies Landlord in writing that it anticipates either condition.
16.2 Landlord's Remedies. If a Tenant's Default occurs, La
thereafter prior to the curing thereof and without waiving an
available to Landlord at law or in equity (Landlord's rights
(1) or both of the following:
ay, at any time
ights hereunder or
ulative), do any one
(a) Landlord may terminate this Lease by giving t v7Fitten notice thereof, in which
event this Lease and the leasehold estate hereb and all interest of Tenant and all
parties claiming by, through or under Tenai t cept for sublessees as provided in
Section 12.2) shall automatically terminat the effective date of such notice with the
same force and effect and to the same ex . s t if the effective date of such notice were
the day originally fixed in Article 2 piration of the Term. Landlord, its agent or
representatives, shall have the ri ��i • out further demand or notice, to re-enter and
take possession of the Premi . ��� emove all persons and property therefrom with
process of law, without b-' , d ed guilty of any manner of trespass and without
prejudice to any remedie or a ars of rent or existing breaches hereof. In the event of
such termination, Ten .11 be liable to Landlord for damages in an amount equal to (i)
the discounted prese .lu- of the amount by which the rent reserved hereunder for the
remainder of the st rm exceeds the then net fair market rental value of the Premises
for such pen. f t, . e, plus, (ii) all expenses incurred by Landlord enforcing its rights
hereunder. e acceleration of such amounts, Tenant agrees to pay the same at
once, toge ith all rent and other charges and assessments due, at Landlord's address
as pr d h-rein.
ord may terminate Tenant's right to possession of the Premises and enjoyment
rent, issues and profits therefrom without terminating this Lease or the leasehold
s ate created hereby, re-enter and take possession of the Premises and remove all
ersons and property therefrom (except for sublessees as provided in Section 12.2) with
or without process of law, without being deemed guilty of any manner of trespass and
without prejudice to any remedies for arrears of Rent or existing breaches hereof, and
lease, manage and operate the Premises and collect the rents, issues and profits therefrom
all for the account of Tenant, and credit to the satisfaction of Tenant's obligations
hereunder the net rental thus received (after deducting therefrom all reasonable costs and
expenses of repossessing, leasing, managing and operating the Premises). Tenant hereby
waives notice of such re-entry or repossession. Landlord shall not be responsible for the
Landlord Initials: Tenant Initials:
Page 22
care or safekeeping of any such property and Tenant waives any claim against Landlord
relating thereto. Landlord may relet all or part of the Premises for Tenant's account, for a
term or terms which may, at Landlord's option, be equal to, less than, or greater than the
period which would otherwise have constituted the balance of the Term, holding Tenant
liable in damages for all expenses incurred in any such reletting including, withou
limitation, expenditures in connection with renovation, maintenance, repairs or alterati
for the new tenant, broker's commissions, legal fees, etc. and for any difference bet
the amount of rent received from such reletting and the rent due and payable
terms of this Lease. If the net rental so received by Landlord exceeds tis
necessary to satisfy all of Tenant's obligations under this Lease, neverth• - dlord
shall retain such excess. In no event shall Landlord be liable for f so lease,
manage or operate the Premises or collect the rentals due under an ub ses and any
such failure shall not reduce Tenant's liability hereunder. If La cts to proceed
under this Section, it may at any time thereafter elect to termi r ease as provided
in Section 15.2(a). Landlord may exercise all other remedie .va e to Landlord at law
or in equity, including, without limitation, injunctive reli'- . specific performance of
all varieties. All of Landlord's remedies shall btive and not exclusive.
Forbearance by Landlord to enforce one (1) or • e o e remedies herein provided
upon an event of default shall not be deemed or ed to constitute a waiver of such
default. Without limiting the generality of th e . g, the maintenance of any action
or proceeding to recover possession of the mise or any Rent or any other monies that
may be due or become due from Tenan dlord shall not preclude Landlord from
thereafter instituting and maintaining ; • nt actions or proceedings for the recovery
of possession of the Premises or o er rent or monies that may be due or become
due from Tenant. Any entry - , into the Premises by Landlord shall not be
deemed to absolve or dischar j from liability under this Lease.
16.2.1. Notwithstandin ything contained herein to the contrary, Landlord shall never
be entitled to dispo e s ant of the Premises pursuant to any "lock out" or other
nonjudicial remed L ord hereby waiving its right to forcibly dispossess Tenant from
the Premises, h peaceably or otherwise, without judicial process, such that
Landlord shentitled to any "commercial lock -out" or any other provisions of
applicabl: ich permit landlords to dispossess tenants from commercial properties
withou he ► - efit of judicial review.
1f2; nant hereby expressly waives any and all rights of redemption and rights to
om forfeiture granted by or under any present or future laws, if Tenant shall be
ed or dispossessed from the Premises for any cause, or Landlord reenters the
remises following the occurrence of any Event of Default hereunder, or this Lease is
terminated before the expiration date thereof originally fixed herein. For the enforcement
of Landlord's remedies, Landlord may have recourse to any applicable legal or equitable
process for the recovery of possession of the Premises and the right to seek an injunction
or a declaratory judgment as if no other remedies were provided herein for such breach.
Except as otherwise specifically required by this Lease, Tenant waives any and all
statutory and legal notice requirements.
Landlord Initials: Tenant Initials:
Page 23
16.3. Landlord's Default. Each of the following shall be deemed a "Landlord's
Default" by Landlord hereunder and a material breach of this Lease:
(a) If Landlord fails to keep, perform or observe any of the covenants, agreements, terms
or provisions contained in this Lease that are to be kept or performed by Landlord and
Landlord fails to commence and take such steps as are necessary to remedy the sa
within ten (10) days after Landlord is given written notice specifying the same, or hying
so commenced, thereafter fails to proceed diligently and with continuity to rei dy�
same.
(b) If an involuntary petition is filed against Landlord under an
insolvency law or under the reorganization provisions of any law of
receiver of Landlord, or of all or substantially all of the pro
appointed without acquiescence, and such petition or appointor
stayed within sixty (60) days after the happening of such event.
ptcy or
ort or if a
Landlord, is
t discharged or
(c) If Landlord makes an assignment of its property fo fit of creditors or files a
voluntary petition under any bankruptcy or insolvenc
other debtors.
," or seeks relief under any
16.4 Tenant's Remedies. Landlord shall nodefault hereunder unless Landlord
fails to perform any of its obligations unLease within ten (10) days after written
notice from Tenant specifying the nature '. failure; provided, however, that if such
failure cannot be cured within s c (10) day period but Landlord is using
commercially reasonable effort '- the same, then Landlord shall have such
additional time to cure such . s reasonably necessary under the circumstances
without such failure being a nder this Lease. In the event of a Landlord default
hereunder, Tenant may : rcis ny or all other rights or remedies available at law or
equity, including, wi .' u imitation, the right to obtain restraining orders, injunctions
and decrees of speci i. • rf.rmance.
ARTICLE 17
Miscellaneous
17. ' f ices. Any notice provided for or permitted to be given hereunder must be in
nd may be given by (i) depositing same in the United States Mail, postage
, registered or certified, with return receipt requested, addressed as set forth in this
ion, (ii) depositing same with an overnight courier service which confirms delivery in
riting, such as FedEx or UPS, or (iii) delivering the same to the party to be notified.
Notice given in accordance herewith shall be effective upon receipt at the address of the
addressee, as evidenced by the executed postal receipt or other receipt for delivery or one
(1) business day after deposit with an acceptable overnight courier service. For purposes
of notice the addresses of the parties hereto shall, until changed, be as follows:
Landlord Initials: Tenant Initials:
Page 24
Landlord:
Pieter Bockweg
Executive Director
OMNI Redevelopment District Community Redevelopment Agency
1401 North Miami Avenue
Miami, FL 33136
With a copy to:
Barnaby L. Min
Deputy City Attorney/Deputy General Counsel
City of Miami
,,C),,s*kS)
444 SW 2 Avenue
Suite 945
Miami, FL 33130
Tenant:
p Y
Christopher Cooney
['` O
EUE/Screen Gems
603 Greenwich Street
NY, NY 10014
and.
Han Lau
4S1
EUE/Screen Gems
603 Greenwich Street
NY, NY 10014
With a copy to:
Aaron Resnic
Law Offic
100 No
Miam
(:)SC)AS'''SLe
ron Resnick, P.A.
ne Boulevard
The parties hereto shall have the right from time to time to change their respective
addresses for purposes of notice hereunder to any other location within the United States
by giving a notice to such effect in accordance with the provisions of this Section.
Landlord Initials: Tenant Initials:
Page 25
17.2 Performance of Other Party's Obligations. If either party determines, in its or his
reasonable good faith judgment that an emergency, involving imminent danger of injury
or death to persons or damage to property in excess of $100,000.00 exists due to the other
party's failure to observe or perform its or his covenants, agreements and obligations
hereunder, then such party may immediately perform or observe the covenants
agreements and obligations which give rise to such emergency at the expense of
failing party if it is later determined (whether it be by agreement of the parties
adjudication) that the non -acting party actually did not perfoiiu its obligations d
such determination by the acting party was reasonable. Any performance or se ce
by a party pursuant to this Section shall not constitute a waiver of the other . ailure
to perform or observe. If Landlord validly performs any such oblig behalf of
Tenant, then Tenant shall pay Landlord's reasonable cost of same w y (30) days
of written notification from Landlord to Tenant. If Tenant vali rms any such
obligation on behalf of Landlord, then Landlord shall pay T n 's asonable cost of
same within thirty (30) days from written notification fr m enant to Landlord, or
alternatively, Tenant may offset any such cost incurred b t against Tenant's rental
obligations otherwise due hereunder. Notwithstanding to the contrary contained
herein, Landlord may enter the Premises and/or - d t mow to potential purchasers
provided Landlord provides Tenant with at leas y-two (72) hours written notice.
In the event of an emergency, Landlord may t 'remises and/or Land as it deems
reasonably necessary.
17.3 Dispute Resolution.
(a) Negotiation. In the eve 'dispute or disagreement between Landlord and
Tenant arising out of or in an i ated to this Lease, the matter, upon written request
of either Landlord or Tena t, ha immediately be referred to representatives of both
Landlord and Tenant fo ecisio , each party being represented by one individual who is
authorized to settle t : - di to ("Representatives"). The Representatives shall within
five (5) business day •romptly meet in a good faith effort to resolve the dispute by
negotiation. If the -s are not able to reach agreement after the negotiation, then the
dispute shall ) o .idered at a public hearing before the Board of Commissioners of
Landlord .. ") at the next available hearing so long as it does not exceed sixty (60)
days. If it t heard in sixty (60) days, then the requirement to hold a public hearing
befo. Board of Commissioners of Landlord will no longer be a requirement of the
f the dispute is considered an emergency or would otherwise require urgent
ve relief, the the dispute may be submitted to a court of law for further
ideration without the need to proceed to the Board. The parties may also pursue all
ememdies available to them in law or in equity.
17.4 Modification and Non -Waiver. No variations, modifications or changes herein or
hereof shall be binding upon any party hereto unless set forth in writing executed by both
parties hereto. No waiver by either party of any breach or default of any term, condition
or provision hereof, including without limitation the acceptance by Landlord of any rent
at any time or in any manner other than as herein provided, shall be deemed a waiver of
any other or subsequent breaches or defaults of any kind, character or description under
Landlord Initials: Tenant Initials:
Page 26
any circumstance. No waiver of any breach or default of any term, condition or provision
hereof shall be implied from any action of any party, and any such waiver, to be
effective, shall be set out in a written instrument signed by the waiving party. The
Executive Director of Landlord shall have the authority to make any modifications in
writing to this Lease on behalf of Landlord unless otherwise specified herein, so long a,S)
agreed to in writing by the Tenant.
17.5 Governing Law. This Lease shall be construed and enforced in accorda e
the laws of the State of Florida, without reference to its principles regarding n • of
laws. Any dispute with respect to this Lease is subject to the laws of Florid venue
in Miami -Dade County.
0
17.6 Number and Gender; Caption; References. Pronouns, whe,
of whatever gender, shall include natural persons and corporatio
every kind and character, and the singular shall include the
as may be appropriate. Article and section headings in tit'
reference and shall not affect the construction or inte
the terms "hereof," "hereby," "herein" or words of simi
they shall be construed as referring to this Lease
section or provision, unless the context spe
reference to a particular "Article" or "Sec
indicated article or section of this Lease.
words "include," "includes," and "in u
group, and not limited to the item(s
17.7 Estoppel Certificate.
deliver to each other, withi
other party, a certificate
d herein, and
associations of
erever and as often
e . re for convenience of
f this Lease. Whenever
port are used in this Lease
ntfrety rather than to a particular
indicates to the contrary. Any
11 be construed as referring to the
ver placed before one or more items, the
hall mean considered as part of a larger
and Tenant, from time to time, shall execute and
nable time following written request therefor by the
ressas indicated by the requesting party and stating:
(a) whether or not thi\ ash is in full force and effect;
(b) whether . t of his Lease has been modified or amended in any respect, and
submitting copies 1 odifications or amendment;
(c) w
the certit , . specifying the nature thereof;
ether
ith; and
not there are any existing defaults hereunder known to the party executing
or not any particular article, section or provision of this Lease has been
(e) such other matters as may be reasonably requested.
17.8 Exhibits. All exhibits and addenda attached hereto are incorporated herein for all
purposes.
17.9 Severability. If any provision of this Lease or the application thereof to any
person or circumstance shall, at any time or to any extent, be invalid or unenforceable,
Landlord Initials: Tenant Initials:
Page 27
and the basis of the bargain between the parties hereto is not destroyed or rendered
ineffective thereby, the remainder of this Lease, or the application of such provisions to
persons or circumstances other than those as to which it is held invalid or unenforceable,
shall not be affected thereby.
17.10 Attorney Fees. The prevailing party in any action proceeding under or relate
this Lease shall recover from the non -prevailing party its reasonable attorneys' fee
costs.
17.11 Surrender of Premises; Holding Over. Tenant shall quit and the
Premises at the expiration or earlier termination of this Lease. The P - shall be
broom clean, in good condition and repair, except for ordinary wear an t mage that
is Landlord's responsibility to repair hereunder, damage by emi ' - ain, fire and
casualty, and all alterations, additions and improvements. At • ration or earlier
termination of this Lease, any holdover shall be from month to i at 110% of the rent
for the month preceding the expiration or earlier terminatiQgf thi Lease, and otherwise
on the same terms and conditions as herein provided.
17.12 Relation of Parties. It is the intention of L. • d a'nd Tenant to hereby create the
relationship of an estate for years, not a usufru a , 1 other relationship whatsoever is
hereby created. Nothing in this Lease shal be c trued to make Landlord and Tenant
partners or joint venturers or to render eiQ y hereto liable for any obligation of the
other.
17.13 Force Majeure. As used orce Majeure" shall mean the occurrence of
any event including, but not li R - : R, such any delays due to strikes, riots, acts of God,
shortages of labor or materi., wa governmental laws, regulations or restrictions, or any
other cause whatsoever ► one e control of Landlord or Tenant (other than failure to
obtain financing for, '1 - to refinance or cessation of disbursements under existing
financing for, the pur. ' . e, construction, demolition, repair or ownership of the Premises
or Improvements) prevents or delays the performance by Landlord or Tenant of
any obligatio a po - ' upon it hereunder (other than payment of rent). If Tenant shall be
delayed, h' or prevented from performance of any of its obligations (other than to
pay rent) ason of Force Majeure (and Tenant shall not otherwise be in default
here • - th- time for performance of such obligation shall be extended for the period of
syj'1�', provided that the following requirements are complied with by Tenant: (i)
shall give prompt written notice of such occurrence to Landlord and (ii) Tenant
qua diligently attempt to remove, resolve or otherwise eliminate such event, keep
andlord advised with respect thereto, and commence performance of its obligations
ereunder immediately upon such removal, resolution or elimination. Anything
contained in or inferable from this Lease to the contrary notwithstanding, Tenant shall not
be relieved by any event of Force Majeure from Tenant's obligations to pay rent
hereunder, nor shall the Term be extended thereby.
17.14 Entire Agreement. This Lease constitutes the entire agreement of the parties
hereto with respect to its subject matter, and all prior agreements with respect thereto are
Landlord Initials: Tenant Initials:
Page 28
merged herein. Any other written agreements entered into between Landlord and Tenant
of even date herewith are not, however, merged herein.
17.15 Recordation. Landlord and Tenant will, at the request of the other, promptly
execute a Memorandum of Lease substantially in the form of Exhibit " " attached hereto
which shall be filed for record in the public records of Miami -Dade County, Florida.
17.16 Successors and Assigns. This Lease shall constitute a real right and
running with the Premises, and, subject to the provisions hereof pertaining
rights to assign, sublet or encumber, this Lease shall be binding upon an ui�,t6 the
benefit of the parties hereto and their respective successors and assig s enever a
reference is made herein to either party, such reference shall i lu& e party's
successors and assigns.
17.17 Landlord's Joinder. To the extent permitted by law, agrees to support
and cooperate with Tenant in obtaining such permits and li n es .m any Governmental
Authority as may be reasonably necessary or approprfectuate the intents and
purposes of this Lease, provided that no such applicati. .r said permits and licenses
shall constitute an encumbrance of or with respect r. P emises, and Landlord shall not
incur or become liable for any obligation as a r 1i t of.
17.18 No Third Parties Benefited. Thet
sole benefit of Landlord and Tenant, and
and provisions of this Lease are for the
party is intended to benefit herefrom.
17.19 Survival. Any terms and s of this Lease pertaining to rights, duties or
liabilities, the performance of , qis their express terms extend beyond the expiration
or termination of this Lease, 11 ive the end of the Term.
17.20 Landlord's Li
contractual landlord'
in the Premises.
Landlord hereby waives and releases any statutory or
th respect to the property of Tenant now or hereafter located
17.21 Tra _ fie. andlord's Interest. Intentionally deleted.
17.22 and and Tenant Defined. The word "Landlord", as used in this Lease, shall
inc original Landlord named in this Lease and all persons, natural or artificial,
.: t y time or from time to time during the Term of this Lease succeed to the estate
dlord in the Land and the interest of Landlord under this Lease. The word
0as• ant",
used in this Lease, Tenant namin Lease
Sy
nd all persons, natural or artificialshall, whoincluatde anythe timeoriginal or from time to tiedme dthisuring the
Term of this Lease succeed to the estate of Tenant in the Premises and the interest of
Tenant under this Lease.
AS'''SLe
17.23 Commissions. Landlord and Tenant represent that they have not used a broker
in connection with this Lease.
Landlord Initials: Tenant Initials:
Page 29
17.24 Authority. Landlord and Tenant hereby represent to the other that: (i) Landlord is
a duly authorized and existing municipal corporation in the State of Florida and Tenant is
a Florida limited liability company, and each is qualified to do business in the State of
Florida, (ii) each has full right and authority to enter into this Lease, (iii) each person
signing on behalf of the Landlord and Tenant are authorized to do so, and (iv) th
execution and delivery of this Lease by Landlord and Tenant will not result in any bre
of, or constitute a default under any mortgage, deed to secure debt, deed of trust,
loan, credit agreement, partnership agreement or other contract or instrument
either Landlord or Tenant is a party or by which either such party may be bou
17.25 Time of Essence. Time is of the essence of this Lease and e
provisions in which payment of money or performance of an obligatio
17.26 Non -Disturbance. Landlord represents and warrants to Te
of this Lease, the Premises is not subject to any security
instrument which would allow any third party to foreclos
this Lease. Any and all future lenders, if any, agr
defaulted under this Lease past the expiration of ap.lica
not be disturbed in Tenant's right to quiet enjoyme
17.27 Tenant's Signage. Tenant shall h
repair and replace its signage on the P
municipal and all other governmental co
the name of the Premises during t
Screen Gem Studios, or any oth
not use any other name when
private.
17.28 Holidays. If a
on a legal holiday, su. • at- for performance shall instead be the next following business
day.
ve
th
all of its
uired.
at as of the date
or similar pledge
e Premises and cancel
rovided Tenant has not
otice and cure, Tenant shall
n, possession of the Premises.
ight to construct, install, maintain,
, to the maximum extent permitted by
Notwithstanding any other term herein,
the Lease, and as extended, shall be EUE
at the Tenant so chooses. The Landlord will
to the Premises to third parties, whether public or
or performance by either party falls on a Saturday, Sunday or
17.29 Ri_Refusal. If at any time Landlord determines if it desires to sell the
Premises, "1 1 so notify Tenant, and Tenant shall have thirty (30) days in which to
sub , o er (the "Offer") to Landlord. Landlord agrees that is will not sell the
Pr p i • a third party for the same or less than the amount of said Offer, so long as the
ered are reasonably comparable. Further, if Landlord receives an offer from a
party for the Premises which it is willing to accept, (a) Landlord agrees to give
ice of each proposed sale, including the purchase price and all other terms and
conditions, to Tenant; (b) Tenant will have the right to purchase the Premises at the
purchase price and on the other terms and conditions offered to Landlord by the third
party, by giving notice to Landlord within thirty (30) days after Landlord has notified
Tenant of the terms of Landlord's proposed sale; and (c) if Tenant does not give notice of
the exercise of its option within such time, Landlord will have the right to sell the
Premises upon the terms stated in the offer made or received by Landlord, but not upon
terms more favorable to the purchaser, except that in the event of materially changed
conditions with respect to the Premises during the term of any such sales contract with
Landlord Initials: Tenant Initials:
Page 30
such purchaser, Landlord may decrease the purchase price by up to, but not in excess of
ten percent (10%) of the amount of the purchase price without again notifying Tenant,
but in all other events, Landlord may not sell the Land to such third party upon terms
more favorable to the purchaser unless Landlord again gives written notice pursuant to
this Section, and Tenant does not exercise its option based upon the new terms.
17.30. Parking. Landlord shall use its best efforts to provide or secure for T
parking that Tenant will have access to use, including, but not limited to any,�C
State owned properties
17.31. Naming Rights. EUE Screen Gems Studios shall be the offie of the
Premises and any right to change such name shall remain solely with t
lia
THE BALANCE OF THIS PAGE I TIONALLY LEFT BLANK]
S'S-4C;CL"P'
sty
AS)
OG'��
Landlord Initials: Tenant Initials:
Page 31
EXECUTED as of the dates set forth below.
Attest:
Todd B. Hannon
City Clerk
LANDLORD: OMNI REDEVELOPMENT
DISTRICT COMMUNITY REDEVELOPMENT
AGENCY
By:
Name:
Title:
[IF CORPORATION, CORPORATE SEAL
OR SEPARATELY
APPROVED AS TO FORM AND CORRECTNESS:
Victoria Mendez
General Counsel
Landlord Initials: Tenant Initials:
Page 32
TENANT: EUE/SCREEN GEMS LTD, INC.
Signed and delivered this day By: (SEAL)
2014, in the presence of:
Unofficial Witness
Notary Public
My commission expires:
(NOTARY SEAL)
Witness No. 1
Signature:
Print Name:
Witness No. 2
Signature:
Print Name:
Name:
Title:
Landlord Initials: Tenant Initials:
Page 33
EXHIBIT LIST
Landlord Initials: Tenant Initials:
Page 34
EXHIBIT A
Legal Description of Land and Premises
PROPERTY DESCRIPTION
Landlord Initials: Tenant Initials:
Page 35
Landlord Initials: Tenant Initials:
Page 36
MEMORANDUM OF UNDERSTANDING BETWEEN EUE/SCREEN GEMS LTD, INC.,
A FLORIDA CORPORATION AND OMNI REDEVELOPMENT DISTRICT
COMMUNITY REDEVELOPMENT AGENCY
This Memorandum of Understanding ("MOU") is made and entered into this
day of , 2014 by and between EUE/SCREEN GEMS LTD, INC., a
Florida limited liability company ("Tenant") and the OMNI REDEVELOPMNET
DISTRICT COMMUNITY REDEVELOPMENT AGENCY ("Landlord").
RECITALS1'<,)4S)
WHEREAS, the Landlord owns certain property located in tht' f Miami,
Miami -Dade County, Florida ("City"), shown on Exhibit "A" c' ed hereto
("Premises") and by this reference incorporated herein; and
WHEREAS, the Landlord has entered into a co m al lease agreement
("Lease") with the Tenant for the Premises, Exhibit "B>at ed hereto and by this
reference incorporated herein; and
WHEREAS, pursuant to the Lease, the Mord has agreed to provide the
Tenant with funds to pay for certain improvgrries to the Premises ("Project"); and
WHEREAS, this Memorandu d nderstanding ("MOU") sets for the
Landlord's obligation to provide sa• s and the Tenant's obligations as to how
eiS,
those funds should be expended;
WHEREAS, the Land
contract for the Project so
MOU; and
•.(Silas provided the Tenant with the unfettered right to
as the Tenant conforms to funding limitations of the
WHEREA aid of Commissioners of the Landlord ("Board"), pursuant to
Resolution No. ' j has authorized the Executive Director of the Landlord
to execute this MOU with the Tenant; and
aikoi THEREFORE, in consideration of the premises and mutual covenants
an ' ises contained herein, the County and the City agree as follows:
ARTICLE I
PURPOSE
The purpose of this MOU is to ensure for the funding and build out of the
Premises as well as to set forth the right of the Tenant to contract for the
improvements to the Premises and the mechanism for payments to be made for
The recitals are incorporated herein as terms of this MOU.
Landlord Initials: Tenant Initials:
Page 1
those improvements. The parties recognize the need for a film, media, and
entertainment facility in the State of Florida and more particularly in the City of
Miami. The parties agree as demonstrated by the award of a Request for Proposal
pursuant to Resolution 13-01355 that Tenant is qualified with the assistance of
contractors and subcontractors to design, build, and construct a film, media, and
entertainment facility. The parties agree that pursuant to the terms of this MOU as
well as the Lease, the Landlord will assist with some financing of the design, build
out, and construction of the facility.
ARTICLE II
TERM OF THE MOU
2.1 The term of this MOU shall commence on the last date o� tion by the
parties and continue until construction is concluded at remises unless
terminated by either party pursuant to Article VI belo
2.2 The parties agree that time is of the essence in Iie'rformance of each and
every obligation under this MOU.
AS)
ARTICLE III�
RESPONSIBILITIES ;TNE PARTIES
3.1 Landlord's Responsibilities. Th• ►.: ord hereby agrees as follows:
(a) To have available to tK ant US$11,500,000.00 for design, build out,
and construction of rd're Prmises.
(b) To authorize thant to have full discretion as to the design, build out,
and constru \of the Premises so long as the cost of such design, build
out, and uction does not exceed US$11,500,000.00. Additionally,
any li.�s�' at d damages clause negotiated in any agreement with any
con or subcontractor shall inure to the sole benefit of the Tenant.
e, any obligation pursuant to any agreement with any contractor
uibcontractor shall be the sole responsibility of the Tenant.
To pay for any design, build out, or construction related invoices, Fee
applications, and Applications for Payment (as well as any termination
fees/penalty fee), that are provided to the Landlord within thirty (30)
days of receipt. All payment shall be made to the Tenant. Because time is
of the essence as detailed in this MOU, the Landlord agrees to accept any
applicable invoice via electronic mail sent to the Executive Director and
Finance Director of the Landlord. Upon receipt of an invoice, Fee
application, or Application for Payment, the Landlord shall have three (3)
business days to advise the Tenant in writing, if it has any issue with
invoice, Fee application, or Application for Payment. If no written notice
Landlord Initials: Tenant Initials:
Page 2
is provided, then the Landlord on the next business day must send the
invoice, Fee application, and Application for Payment to the City to
process the payment. If the Landlord provides written notice of an issue
with an invoice, Fee application, or Application for Payment, then within
two (2) business days the Landlord must meet with the Tenant in good
faith to resolve the issue with the invoice, Fee application, or Application
for Payment. If the issue is resolved, the Landlord then must send the
invoice, Fee application, or Application for Payment to the City for
(d) To approve any reasonable change order, change of scope fSiork,or
similar reasonable modification to the design, build out, a &c n truction
of the Premises so long as said change or increase is w' i tWe budget of
the Landlord as approved by the Board.
Any increase above the designated US$11,500,0hat is otherwise
not already authorized in the budget of the Lan . . . • as approved by the
Board shall require any additional public Ilea ' sg and approval by the
Board prior to reimbursement or authorizativn to pay as delineated in
this MOU.
payment on the next business day.
(e) To designate a representative fro fh' City of Miami ("City") to assist as a
Landlord's representative and nt of contact who will have primary
(though not exclusive) du ve as the parties' liaison in order to
facilitate expediting the p ng and issuance of all permit and license
applications, approva inspections across all of the various
departments and offices ithin the City which have the authority or right
to review and a o all applications for such permits, licenses, and
inspections (t "Landlord Representative"). The Landlord
Representat'll be on site during all business hours throughout the
construct ocess. When the Tenant receives an invoice, Fee
applic.�y. , r Application for Payment, it shall be immediately sent to
the . ;' .. rd Representative via electronic mail. Within two (2) business
e Landlord Representative will meet with the Tenant to review
invoice, Fee application, or Application for Payment, to discuss same
OOnd to review the work performed under the contract for the
improvements. The Landlord Representative shall have two (2)
AS7.-- business days from the date of that meeting to advise the Tenant in
writing if he/she has any issue with the invoice, Fee application, or
Application for Payment. If no written notice is provided, the Landlord
Representative must sign off on the invoice, Fee application, or
Application for Payment. If the Landlord Representative and Tenant are
unable to resolve an issue with the invoice, Fee application, or
Application for Payment, then the issue must be presented to the
Architect hired by the Tenant to resolve the dispute within the next three
Landlord Initials: Tenant Initials:
Page 3
[3] business days. The decision of the Architect will be binding on the
Landlord Representative and the Tenant.
(f) To authorize the Tenant to and provide the Tenant with the unfettered
right to contract for the improvements so long as it is within the
approved budget set forth herein.
(g) The Landlord Representative shall at all times cooperate with the Tenant
and shall not interfere with the construction work for the Proj�, % d
improvements contemplated herein.
3.2 Tenant's Responsibilities. The Tenant hereby agrees as follow
(a) To design, build, and construct the premises,
assistance of any contractors or subcontractors
" ". The Tenant will ensure that the design, b
comply with all federal, state, and local rules re
laws, ordinances, and requirements.
(b) To comply with any other agreem
contractor or subcontractor dire
or construction of the Premises.
r without the
tailed in Exhibit
t, and construction
ations, orders, statutes,
e Tenant may have with any
it relates to the design, build out,
(c) To timely submit invoic any services reasonably related to the
design, build out, or c sction of the Premises for reimbursement to
the Landlord.
(d) To not submit voice to the Landlord for any services that is not
reasonably t d to the design, build out, or construction of the
Premises.
(e) To
44
est efforts to not submit any change orders, change in scope of
equest for additional funding, or other similar change to the
osed design, build out, and construction of the Premises.
To ensure that the Premises are secured during the design, build out, and
construction phase.
(g) To properly maintain the Premises during and after the design, build out,
and construction of the Premises.
(h) To be responsible either along with or without any contractors or
subcontractors for obtaining all permits, approvals, and inspections and
to be solely responsible for all associated fees and costs.
Landlord Initials: Tenant Initials:
Page 4
ARTICLE IV
NOTICES
4.1 All notices, demands, or other communications to the Landlord under this
MOU shall be in writing and shall be deemed received if sent by certified mail
to unless otherwise set forth herein:
Pieter Bockweg
Executive Director
OMNI Redevelopment District CRA
1401 North Miami Avenue
Miami, FL 33136
with a copy to:
Barnaby L. Min, Esq.
Deputy City Attorney/Deputy G
City of Miami
444 SW 2 Avenue Suite 945
Miami, FL 331304S°
+S)
4
aI Counsel
All notices, demands, or othe unications to the Tenant under this MOU
shall be in writing and sha emed received if sent by certified mail to
unless otherwise set for,in:
Christ Ayer Cooney
reen Gems
reenwich Street
�N�w York City, NY 10014
Oand
Han Lau
EUE/Screen Gems
AS -A‘ 603 Greenwich Street
New York City, NY 10014
with a copy to:
Aaron Resnick, Esq.
Law Offices of Aaron Resnick, P.A.
100 North Biscayne Boulevard
Miami, FL 33132
Landlord Initials: Tenant Initials:
Page 5
The Landlord and Tenant shall also provide a copy of all notices to the City's point of
contact and described herein. All notices required by this MOU shall be considered
delivered upon receipt. Should any party change its address, written notice of such
new address shall promptly be sent to the other parties.
5.1
ARTICLE V
INSURANCE AND INDEMNIFICATION
The Landlord shall be entitled to self -insure for workers' co
commercial general liability, auto liability, or any other c
Landlord shall obtain and keep in force all risk property i
loss or damage to all real and personal property exce
which the Tenant is obligated to insure under Section
cation
e except
ce covering
that property
5.2 The Tenant shall maintain during this MOU insurequirements pursuant
to Exhibit " ".
5.3 Landlord and Tenant agree that all
maintained in force by the respectiv
by law or other regulation havin
which the rights of subrogation
pal ie of insurance to be kept and
'es hereto, shall, unless prohibited
effect of law, contain provisions in
t the Landlord and Tenant are waived
by the insurance company or rs insuring the Premises, any building, or
other property in questioq<. r s lord expressly waives any right of recovery
against Tenant for dan�ge 10 or loss of the building, the Premises, or the
improvements there
peril covered by an
to this Lease w
rights agains
rich loss or damage may arise by fire or any other
cy of insurance required to be maintained pursuant
ntains or is required to contain waiver of subrogation
nt pursuant to this Section, and Landlord shall make no
claim for ve`Fy against Tenant therefor, unless caused by the negligent act
of the T or its employees, agents, representatives and/or shareholders
or . - s, negligence. Tenant expressly waives any right of recovery
a andlord for damage to or loss of its fixtures, improvements, or other
erty located in the Premises, which damage or loss may arise by fire or
other peril covered by any policy of insurance maintained or required to
e maintained pursuant to this Lease which contains or is required to contain
a waiver of subrogation right against Landlord as set forth in this Section,
and Tenant shall make no claim for recovery against Landlord therefor,
unless caused by the negligent act of the Landlord or its officials, employees,
agents, representatives and/or shareholders or members, negligence. .
5.4 (a) The Tenant shall indemnify, protect, defend and hold harmless the
Landlord and its employees, from and against any and all claims, suits,
actions, damages or causes of action of whatever nature arising out of the use
Landlord Initials: Tenant Initials:
Page 6
or operation of the Premises or the surrounding areas, whether such claim
shall be made by the Tenant, or an employee, agent, contractor, invitee or
guest of the Tenant, an employee, agent or official of the Landlord or by any
third party, and whether it relates to injury to persons (including death) or
damage to property except where it is alleged that the Landlordor its
employees or officials were negligent or that they acted intentionally. The
Tenant shall, at its own cost and expense, pay and satisfy all costs related to
any orders, judgments, or decrees which may be entered thereon, and all
reasonable costs, attorneys' fees, expenses and liabilities incurred in and
about the defense of any such claims and the investigation they the
Tenant shall also indemnify, defend, protect and hold the Landl rless
from and against any and all claims arising from any breac efault in
performance of any obligation of the Tenant's part to be pe under the
terms of this Agreement, or arising from any act, neglec 1 or omission of
the Tenant, its employees, agents, contractors, invite guests, and from
and against all reasonable costs, attorneys' fees nses, and liability
incurred in connection with any such claim a y action or proceeding
brought thereon. The Tenant reserves tt to retain counsel of its
choice.
(b) The Tenant shall immediatel no y the Landlord, in writing, of any
claim or action filed, of whatever n. arising out of the use or operation of
the Premises by the Tenant, its `•yees, agents, contractors, invitees and
guests. The Tenant shall als i, -diately notify the Landlord if the Tenant
knows or has reason to b a claim or action will be filed, of whatever
nature, arising out oft use or operation of the Premises by the Tenant, its
members, agents, co a rrs, employees, or servants.
(c) Landlors . 1 indemnify, protect, defend and hold harmless the
Tenant, its •rs, directors, members, owners, shareholders and
employee and against any and all claims, suits, actions, damages or
causes ion of arising out or related to the negligent or intentional
acts Landlord, its officials, agents, representative or employees, ,
r such claim shall be made by the Landlord, or any official, employee,
t, contractor, invitee or guest of the Landlord, or by Tenant, its
icers, directors, members, owners, shareholders and employees, or
y any third party, and whether it relates to injury to persons (including
death) or damage to property
(d) The Landlord shall, at its own cost and expense, pay and satisfy all
reasonable costs related to any orders, judgments or decrees which may be
entered thereon, and all reasonable costs, attorneys' fees, expenses and
liabilities incurred in and about the defense of any such claims and the
investigation thereof. The Landlord shall also indemnify, defend, protect and
hold the Tenant, its officers, directors, members, owners, shareholders and
Landlord Initials: Tenant Initials:
Page 7
employees harmless from and against any and all claims arising from any
breach or default in performance of any obligation of the Landlord's part to
be performed under the terms of this Agreement, or arising from any act,
neglect, fault or omission of the Landlord or its employees, agents, from
and against all reasonable costs, attorneys' fees, expenses and liability
incurred in connection with any such claim or any action or proceeding
brought thereon.
(e) The Landlord reserves the right to defend itself. Tenant reser
right to retain counsel of its choice.
(f) The Landlord shall immediately notify the Tenant, in
claim or action filed, of whatever nature, arising out of t
Landlord shall also immediately notify the Tenant if it
to believe a claim or action will be filed, of whatever 1*y
Property. Y
(g) The Parties acknowledge and accept
under this section may be limited and will
by Section 768.28, Florida Statutes
incident to injury to persons or prope ty
negligent work or negligent act or
Landlord under this agreement
arise out of, or result fro
servants, agents, employee^
equity, or violation (s)
of any
erty. The
or has reason
, arising from the
tl Landlord's responsibility
ited to the extent applicable
fQ�r"operty loss, property damage,
rising out of, or resulting from the
sion relative to work performed by
however, such claim, or demand shall
egligence, or misconduct of Tenant, its
ssigns, or to claims in the nature of contract,
n applicable law.
ARTICLE VI
TERMINATION/REMEDIES
6.1 If any ails to fulfill its obligations under this MOU in a timely and
pro . nner, the other party shall have the right to terminate its
ation under this MOU by giving written notice of any breach and/or
It hereunder. The party in default shall then have thirty (30) calendar
LF s from receipt of written notice to correct the deficiency. If the defaulting
party fails to correct the deficiency within this time, this MOU shall terminate
at the expiration of the thirty (30) day time period if the non -breaching party
so elects. Nothing herein, shall prevent either party from pursuing claims
against the other party in law or in equity. Furthermore, the Tenant shall
have the right to sue the Landlord for specific performance should it refuse to
pay for an invoice, Fee application, or Application for Payment (as well as any
termination fee/penalty fee).
Landlord Initials: Tenant Initials:
Page 8
6.1.1 In the event of a termination pursuant to this provision, any
remaining funds of the Landlord that have not been paid to the Tenant shall
remain in the possession of the Landlord and shall not be due and owing to
the Tenant, but for its obligation to pay for any design, build out, or
construction related invoices, Fee applications, and Applications for Payment
as well as any termination fees/penalty fees as set forth and required herein
6.1.2 In the event of a termination pursuant to this provision, any
improvements made to the Premises by the Tenant pursuant to th. U
shall be subject to the provisions of the Lease.
6.3 This MOU has no third -party beneficiaries (intended or incid Who may
enforce obligations of any party should the MOU be termin
ARTICLE VII
RECORDS RETENTION/OWNE
The Landlord and the Tenant shall main,t4cords and each party shall
have inspection and audit rights as follows:
7.1. Maintenance of Records: All par 'l hall maintain all financial and non-
financial records and reports di R or indirectly related to the negotiation
or performance of this MO , d ding supporting documentation for any
service rates, expenses, �ch, or reports. Such records shall be
maintained and made ila le for inspection for a period of five (5) years
from the expiration oination date of this MOU.
7.2. Examination of '+a . e s: All parties or their designated agents shall have
the right to e in accordance with generally accepted governmental
auditing s a ds all records directly or indirectly related to this MOU. Such
examinmay be only within five (5) years from the expiration or
terof this MOU and upon reasonable notice, time, and place.
7.3 a '• ection of MOU Related Files and Documents. Landlord has the right to
' pect files and documents maintained by the Tenant related solely to the
improvements contemplated by this MOU and work done under any Design
Build Agreement. Upon reasonable written notice from Landlord, Tenant
shall make available, to the Landlord, at the Premises all requested records
and documentation pertaining to improvements contemplated by this MOU
and work done under any Design Build Agreement for inspection and
copying.
7.4 Independent Auditor General: According to the Charter and the Code of the
City of Miami, there is established an Office of the Independent Auditor
Landlord Initials: Tenant Initials:
Page 9
General ("IAG") which may, on a random basis, perform audits, inspections,
and reviews of contracts of Landlord. This random audit is separate and
distinct from any other audit by Landlord. The IAG is authorized to
investigate Landlord's affairs and empowered to review past, present, and
proposed Landlord programs, accounts, records, contracts, and transactions.
Monitoring of an existing project or program may include a report
concerning whether the project is on time, within budget, and in
conformance with plans, specifications, and applicable laws. The IAG shall
have the power to audit, investigate, monitor, oversee, inspect, and w
operations, activities, performance, and procurement processes inc .'. s ut
not limited to project design, proposal specifications, proposa u. • ittals,
activities of Tenant, its officers, agents and employees, lobb t andlord
staff, and elected officials to ensure compliance with contiecifications
and to detect fraud and corruption. r.
Upon ten (10) days written notice to Tenant, Tenan Pfg]il make all requested
records and documents available to the IAG spection and copying
related to and concerning the improvements plated by this MOU and
work done under any Design Build Agree •n' •t% the Premises. The IAG shall
have the right to inspect and copy all ii ents and records in Tenant's
possession, custody, or control ha pertain to the improvements
contemplated by this MOU and ha
done under any Design Build
Agreement, including, but not li `i o original estimate files, change order
estimate files, worksheets, , i sals, and agreements from and with
successful subcontractors�ippliers, all project -related correspondence,
memoranda, instructs is, `financial documents related solely to the
improvements conte l ed by this MOU and work done under any Design
Build Agreement, uction documents, Lease documents, back -change
documents, al . , uments and supporting documentation for the
aforementionl o cuments and records.
The ps of this section are neither intended nor shall they be
con _ 1 o impose any liability on Landlord by Tenant or third parties.
7.5. `!'-ns ed Availability of Records for Legal Disputes:
In the event that any
ty should become involved in a legal dispute with a third party arising
rom performance under this MOU, the other parties shall extend the period
of maintenance for all records relating to this MOU until the final disposition
of the legal dispute, and all such records shall be made readily available.
ARTICLE VIII
STANDARDS OF COMPLIANCE
8.1 The Landlord and the Tenant, their employees, subcontractors, partners, or
assigns, shall comply with all applicable federal, state, and local laws and
Landlord Initials:
Tenant Initials:
Page 10
regulations relating to the performance of this MOU to which their activities
are subject.
8.2 The Landlord shall allow public access to all project documents and materials
it maintains in its possession in accordance with the provisions of Chapter
119, Florida Statutes. Should the Landlord assert any exemptions to the
requirements of Chapter 119 and related statutes, the burden of establishing
such exemption, by way of injunctive or other relief as provided by law, shall
be upon the Landlord. Assistance with asserting any exemption �e
requested of or voluntarily provided by the Tenant.
8.3 All parties assure that no person shall be excluded on the :ids of race,
color, creed, religion, national original, ancestry, dis}, age, sex,
pregnancy, marital status, familial status, sexual orient 'veteran status,
or source of income from participation in, denied benefits of, or be
otherwise subjected to discrimination in any acti der this MOU. All
parties shall take all measures necessary to effec a t ese assurances.
ARTICLE I
RELATIONSHIP BETW 1
HE PARTIES
9.1 The Landlord and the Tenant . ependent contractors. No party is an
employee or agent of any party. Nothing in this MOU shall be
interpreted to establish ationship other than that of independent
contractors, between 4e Landlord and the Tenant, or between their
respective employee g'nts, subcontractors, partners, or assigns, during or
after the performarr f this MOU.
9'C
10.1 Not wi t1 nding any provisions of this MOU to the contrary, the parties shall
np�l�e eld liable for any failure or delay in the performance of this MOU that
s from fires, floods, strikes, embargoes, acts of the public enemy,
\i.dusually severe weather, outbreak of war, restraint of Government, riots,
'civil commotion, force majeure, acts of God, or for any other cause of same
character which is unavoidable through the exercise of due care and beyond
the control of the parties. Failure to perform shall be excused during the
continuance of such circumstances, but this MOU shall otherwise remain in
effect.
ARTICLE X
GENERAL PROVISIONS
10.2 In the event any provisions of this MOU shall conflict, or appear to conflict,
the MOU, including all exhibits, attachments, and all other documents
Landlord Initials: Tenant Initials:
Page 11
specifically incorporated by reference, shall be interpreted as a whole to
resolve any inconsistency.
10.3 Failures or waivers to insist on strict performance of any covenant, condition,
or provision of this MOU by the parties, their successors, and assigns shall
not be deemed a waiver of any rights or remedies, nor shall it relieve the
other party from performing any subsequent obligations strictly in
accordance with the terms of this MOU. No waiver shall be effective unless in
writing and signed by the party against whom enforcement is sough h
waiver shall be limited to provisions of this MOU specifically rto
therein and shall not be deemed a waiver of any other provision • aiver
shall constitute a continuing waiver unless the writing states oe'Ise.
10.4 Should any term or provision of this MOU be held, to . 'tent invalid or
unenforceable, as against any person, entity, or circu • ►e during the term
hereof, by force of any statute, law, or ruling of . '•rum of competent
jurisdiction, such invalidity shall not affect any o e -rm or provision of this
MOU, to the extent that the MOU shall rema'lt7 able, enforceable, and in
full force and effect to the extent permitted.
10.5 This MOU may be amended only w' li £fie written approval of the parties
hereto. The Executive Director of Landlord shall have the authority to
make any modifications in writi • • : • ehalf of the Landlord unless otherwise
specified herein with such ations requiring the written approval of
the Tenant.
10.6 This MOU shall be co, riled and enforced in accordance with the laws of the
State of Florida, t reference to its principles regarding conflicts of
laws. Any disp .! .,'th respect to this MOU is subject to the laws of Florida
with venue mi-Dade County. The prevailing party in any action
proceedin • er or related to this MOU shall recover from the non -
prevail' ' Nfty its reasonable attorney's fees and costs..
rns
10.7 T • - • a fies expressly agree that this MOU was jointlydrafted, and that both
P Y g
�� the opportunity to negotiate its terms and obtain the assistance of
`a%� nsel in reviewing its terms prior to execution. Therefore, this MOU shall
AS- \The construed neither against nor in favor of either party, but shall be
construed in a neutral manner.
10.8 This MOU states the entire understanding and agreement between the
parties and supersedes any and all written or oral representations,
statements, negotiations, or agreements previously existing between the
parties with respect to the subject matter of this MOU, but for those written
representations and obligations set forth in the Lease attached hereto and
incorporated herein as Exhibit "B". The parties recognize that any
Landlord Initials: Tenant Initials:
Page 12
representations, statements, or negotiations made by the staff of either party
does not suffice to legally bind either party in a contractual relationship
unless they have been reduced to writing and signed by their authorized
representative(s). This MOU shall inure to the benefit of and shall be binding
upon the parties, their respective assigns, and successors in interest.
SIGNATURES APPEAR ON NEXT PAGE]
&6(S-'\'
cp:SAS)'S7
,.\\,,,)
Landlord Initials: Tenant Initials:
Page 13
IN WITNESS WHEREOF, the parties or their duly authorized representatives
hereby execute this MOU on the date first written above.
LANDLORD: OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT
AGENCY
By:
Pieter Bockweg
Executive Director
Approved for legal form and
sufficiency:
By:
Victoria Mendez
General Counsel
Signed and delivered this day
2014, in the present of:
Witness
Name:
Notary Public
My commission expi�
(NOTA
Witness
Sigi., th,
'Q
Na ie:
Witnessed:
Signature:
Name:
TE
By:
(S
+S)°
EUE/SCREEN GEMS
(SEAL)
Date:
Landlord Initials: Tenant Initials:
Page 14