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HomeMy WebLinkAboutExhibit 1SUBLEASE AGREEMENT (WATSON ISLAND) BETWEEN THE MIAMI SPORTS AND EXHIBITION AUTHORITY AND LINDEN SERVICES CORPORATION DATED , 2012 ARTICLE I Section 1.1 Section 1.2 ARTICLE II Section 2.1 Section 2.2 Section 2.3 Section 2.4 Section 2.5 Section 2.6 Section 2.7 Section 2.8 Section 2.9 ARTICLE III Section 3.1 Section 3.2 Section 3.3 Section 3.4 ARTICLE IV Section 4.1 Section 4.2 Section 4.3 Section 4.4 Section 4.5 Section 4.6 Section 4.7 ARTICLE V Section 5.1 Section 5.2 Section 5.3 Section 5.4 Section 5.5 Section 5.6 Section 5.7 Section 5.8 Section 5.9 TABLE OF CONTENTS Page EXHIBITS AND DEFINITIONS 1 Defined Terms; Singular, Plural and Gender 1 Incorporation of Exhibits 6 DESCRIPTION; EASEMENTS; TERM; PARKING 6 Description of Subleased Premises 6 Term of Sublease 6 Buffer Area 7 Easement Area Outside of Property 7 Easement for Development of Other Areas of Watson Island 7 Parking 8 Parking Signage 8 Conditions Precedent; Conditions Subsequent; Right to Terminate 8 Pre -Possession Date Signage 9 PURPOSE OF USE AND OCCUPANCY 10 Use of Subleased Premises 10 Casino Gambling 12 Continuous Duty to Operate 13 Deed Restrictions 13 INFRASTRUCTURE; SERVICES; REPAIRS 14 Infrastructure Improvements 14 Utilities 14 Services 14 Repairs ..14 Preventative Maintenance and Services 14 City and Authority Not Liable for Failure of Utilities 15 Landscaping 16 CONSIDERATION 16 Amount of Rent 16 Consumer Price Index ("CPI") 17 CPI Adjustment 17 Floor and Cap 18 Notice of CPI Adjustment 18 GrossSales 18 Additional Rent 18 Interest on Late Payments 18 Place of Payment 18 i Page ARTICLE VI Section 6.1 Section 6.2 Section 6.3 Section 6.4 Section 6.5 Section 6.6 ARTICLE VII Section 7.1 Section 7.2 Section 7.3 Section 7.4 Section 7.5 ARTICLE VIII Section 8.1 Section 8.2 ARTICLE IX Section 9.1 Section 9.2 IMPOSITIONS 19 Impositions 19 In Kind Services 19 Payment of Impositions 19 Taxes on City 19 Tenant's Right to Contest Impositions 20 Proof of Payment 21 HAZARDOUS MATERIALS 21 Handling of Hazardous Materials 21 Indemnification 22 Disclosure, Warning and Notice Obligations 22 Environmental Tests and Audits 22 Survival of Heliport's Obligations 22 RECORDS AND AUDITING 22 Records Of Sales 23 Audit 23 LICENSES; COMPLIANCE WITH LAWS 23 Licenses and Permits 23 Compliance with Laws 23 ARTICLE X ALTERATION OF PREMISES Section 10.1 Change/Alterations Section 10.2 Manner of Construction Section 10.3 Liens ARTICLE XI Section 11.1 Section 11.2 ARTICLE XII Section 12.1 Section 12.2 Section 12.3 Section 12.4 ARTICLE XIII Section 13.1 Section 13.2 Section 13.3 Section 13.5 ARTICLE XIV Section 14.1 Section 14.2 Section 14.3 24 24 24 24 AUTHORITY'S INSPECTION AND RIGHT OF ENTRY 25 Inspection by Authority 25 Authority's Right of Entry 25 INDEMNIFICATION AND INSURANCE 26 Indemnification by Tenant 26 Insurance 26 Waiver of Subrogation 27 No Liability of Authority or City 28 DAMAGE AND DESTRUCTION 28 Destruction of Subleased Prernises 28 Tenant's Option to Terminate Lease 28 Authority's Option to Terminate Lease 28 Demolition and Reconstruction 28 EMINENT DOMAIN 30 Complete Permanent Taking 30 Partial Permanent Taking 30 Temporary Taking 31 ii Page ARTICLE XVIII Section 23.1 Section 23.2 ARTICLE XXIV Section 24.1 Section 24.2 ARTICLE XXV Section 25.1 Section 25.2 Section 25.3 Section 25.4 Section 25.5 Section 25.6 ARTICLE XV Section 15.1 Section 15.2 Section 15.3 Section 15.4 Section 15.5 ARTICLE XVI Section 16.1 Section 16.2 Section 16.3 ARTICLE XVII ARTICLE XVIII Section 18.1 Section 18.2 Section 18.3 ASSIGNMENTS AND SUBLETTING 31 Assignment and Subletting of Subleased Premises 31 Permitted Transfers 31 Acceptance of Rent from Transferee 32 No Release of Tenant 32 Event of Bankruptcy 32 MORTGAGE FINANCING; RIGHTS OF MORTGAGEE 33 Leasehold Mortgages 33 Rights of Leasehold Mortgagees 33 Notices to/from Leasehold Mortgagees 36 OWNERSHIP OF IMPROVEMENTS 36 SIGNAGE; WATSON-ISLAND ASSOCIATION 36 Building Signage 36 Watson Island Signage System 37 Watson Island Association 37 ARTICLE XIX DEFAULT PROVISIONS Section 19.1 Events of Default - Tenant Section 19.2 Section 19.3 Section 19.4 Section 19.5 ARTICLE XX ARTICLE XXI 37 37 Events of Default —Authority 39 Mitigation 40 Unavoidable Delay 40 Termination 40 NOTICES 41 ARTICLE XXII ESTOPPEL CERTIFICATES REMEDIES CUMULATIVE 42 Remedies Cumulative 42 Waiver of Remedies Not To Be Inferred ' 42 QUIET ENJOYNMNT 41 42 SURRENDER AND HOLDING OVER 43 Surrender at End of Term 43 Rights Upon Holding Over. 43 MISCELLANEOUS PROVISIONS 43 Ingress and Egress 43 Assignability and Binding Effects 43 Amendments 44 Award of Agreement 44 Construction of Agreement 44 Waiver of Jury Trial 44 111 Page Section 25.7 Section 25.8 Section 25.9 Section 25.10 Section 25.11 Section 25.12 Section 25.13 Section 25.14 Section 25.15 Section 25.16 Section 25.17 Section 25.18 Section 25.19 Section 25.20 Section 25.21 Section 25.22 ARTICLE XXVI Section 26.1 Section 26.2 Severability 44 Time of Essence as to Covenants of Sublease 44 Captions 44 Conditions and Covenants 44 Tenant's Obligations Survive Termination 44 Radon 45 Recording; Documentary Stamps 45 Third Party Beneficiaries 45 Non -disturbance and Attornment/City 45 Provisions Not Merged with Deed 45 Waiver of Landlord's Lien 45 Approvals and Consents 46 • Exculpation 46 Entire Agreement 46 Attorneys' Fees 46 Dissolution of Authority ..46 AFFIRMATIVE ACTION Affirmative Action Nondiscrimination LIST OF EXHIBITS: Exhibit A Exhibit A-1 Exhibit B Exhibit C 46 46 47 Legal Description of Property Subleased Premises Plans Insurance Requirements iv SUBLEASE AGREEMENT (WATSON ISLAND HELIPORT PROJhCT) THIS SUBLEASE AGREEMENT (the "Sublease"), is made and entered into this day of , 2012, by and between the Miami Sports and Exhibition Authority, an independent and autonomous agency and instrumentality of the City of Miami (the "Authority"), and Linden Airport Services d/b/a/ Watson Island Heliport Corporation (pro fouliia), a Florida corporation (the "Tenant"). RECITALS The City and the Authority entered into that certain Interlocal Agreement dated as of August 14, 1997, as amended on , 2012 (the "Interlocal Agreement"), whereby the City leased to the Authority approximately 5.6 acres of land on a portion of Watson Island in the City of Miami, Miami -Dade County, Florida, as more particularly described in Exhibit "A" attached hereto (the "Property") for the purpose of establishing a seaplane and helicopter facility; and WHEREAS, the Interlocal Agreement provides that a portion of the Property, as depicted and more particularly described in Exhibit "A-1" (the "Subleased Premises") will be used for a public heliport and other related facilities and improvements (the "Heliport"); and WHEREAS, the Authority and the Tenant desire to enter into this Sublease Agreement for the purpose of managing and operating the Heliport on the Subleased Premises; and WHEREAS, the Authority and the Tenant have simultaneously herewith entered into a Development Agreement to provide for the development and construction of the Heliport; and NOW, THEREFORE, in consideration of the foregoing and of the rent, covenants, and agreements hereinafter set forth, the parties do hereby covenant and agree as follows: ARTICLE I DEFINITIONS Section 1.1 Defined Terms; Singular. Plural and Gender. Teinis which have initial capital letters and are not otherwise defined in this Sublease shall havethe meaning set forth in the Interlocal Agreement. Any word contained in the text of this Sublease shall be read as the singular or the plural, and as the masculine, feminine or neuter gender as niay be applicable in the particular context. More specifically, however, for the purposes of this Sublease the following words shall have the meanings attributed to them in this Section: 1.1 .1 "Additional Rent" has the meaning ascribed to it in Section 5.8. 19.1(a). 1.1 .2 "Adequate Assurances" has the meaning ascribed to it in Section 1 1.1.3 Section 3.1. "Ancillary Heliport Customer Services" has the meaning ascribed to it in 1.1.4 "Ancillary Uses" has the meaning ascribed to it in Section 3.1. 1.1.5 "Ancillary Use Rent" has the meaning ascribed to it in Section 5.1(d). 1.1.6 "Alterations" means collectively, Major Alterations and Permitted Alterations. 1.1.7 "Applicable Laws" means any law (including without limitation, any Hazardous Materials Laws), enactment, statute, code, ordinance, administrative order, charter, tariff, resolution, order, rule, regulation, guideline, judgment, decree, writ, injunction, franchise, permit, certificate, license, authorization, or other direction or requirement of any governmental authority, political subdivision, or any division or department thereof, now existing or hereafter enacted, adopted, promulgated, entered, or issued. 1.1.8 "Authority" has the meaning ascribed to it in the opening paragraph of this Sublease as well as the Authority's successors and/or assigns. 1.1.9 "Bankruptcy Code" has the meaning ascribed to it in Section 15.5. 1.1.10 "Minimum Base Rent" means that base rent to be paid as set forth in Section 5.1(a). 1.1.11 "Business Hours" means customary hours of operation permitted to operate based on the Heliport License restrictions and conditions. 1.1.12 "City" means the City of Miami, a municipal corporation of the State of Florida. 1.1.13 "City Business Days" means Monday through Friday excluding legal holidays. 1.1.14 "City Commission" means the City Commission of the City of Miami. 1.1.15 "Completion Date" has the meaning ascribed to it in the Development Agreement. 1.1.16 "CPA" means an independent certified public accountant. 1.1.17 "CPI" has the meaning ascribed to it in Section 5.2. 1.1.18 "Deed Restrictions" means those certain restrictions contained in Deed No. 19447 made by the Trustees of the Internal Improvement Fund of the State of Florida to the City dated February 24, 1949, and recorded in Deed Book 3130, Page 2157 of the Public Records of Miami -Dade County, Florida. 2 1.1.19 "Development Agreement" means that certain Development Agreement of even date herewith by and between the Authority and the Tenant governing the construction of the Heliport, together with any modifications, amendments, restatements and supplements thereto. 1.1.20 "Directional Signage Costs" has the meaning ascribed to it in Section 18.2. 1.1.21 "Effective Date" means the date on the last of the following to occur: (1) the Sublease is approved by the Board of Directors of Tenant; (2) the Agreement is approved by the Board of Directors of the Authority; (3) the Agreement is approved by the City Commission; and (4) the Agreement is executed by all parties. 1.1.22 "Event of Tenant's Default" has the meaning ascribed to it in Section 19.1. 1.1.23 "Event of Authority's Default" has the meaning ascribed to it in Section 19.2. 1.1.24 "Hazardous Materials" has the meaning ascribed to it in Section 7.1. 1.1.25 "Hazardous Materials Laws' has the meaning ascribed to it in Section 7.1. 1.1.26 "Heliport" means the structure and all real property improvements to be constructed by the Tenant on the Subleased Premises pursuant to the Development Agreement, and managed and operated as provided in this Sublease. 1.1.27 "Heliport Sian" has the meaning ascribed to it in Section 2.7. 1.1.28 "Impositions" means all governmental assessments, ad valorem taxes, parking surcharges, excises, use fees; license and permit fees, levies, charges and taxes, general and special, ordinary and extraordinary, of every kind and nature whatsoever (irrespective of their nature, including, without limitation, all such charges based on the fact of a transaction, irrespective of how measured) which at any time during the Term of this Sublease may be assessed, levied, confirmed, imposed upon, or become due and payable out of or in respect of, or become a lien on, all or any part of the Heliport, the land and/or improvements thereon, or any fixtures, equipment or personal property placed therein or thereon, including, without limitation, ad valorem and other similar taxes on the real estate, the leasehold interest and/or personal property. 1.1.29 "Initial Term" has the meaning ascribed to it in Section 2.2. 1.1.30 "In Kind Services" has the meaning ascribed to it in Section 6.2. 1.1.31 "Interlocal Agreement" means the Interlocal Agreement referred to in the recitals to this Sublease together with any modifications, amendments, restatements and supplements thereto. 3 1.1.32 "Leasehold Estate" means all of the estate, rights and interest of the Tenant in and to the Subleased Premises. 1.1.33 "Leasehold Improvements" means all the buildings, structures and improvements constituting the Heliport, including the improvements described in the approved development plans, and any improvements constructed thereafter from time to time, which are now or hereafter during the Lease Term located on the Subleased Premises and owned by Tenant; as well as any apparatus and equipment permanently attached and incorporated into such buildings, structures and improvements at any time, including all fixtures, fittings, appliances, machinery, garage equipment, heating equipment, lighting equipment, cooling equipment, air conditioning and ventilating equipment wiring, controls, communications equipment, plumbing, switchboards, antennae, elevators, escalators, floor coverings, refrigerating equipment, hot water heating and all other appliances and equipment, to the extent same are owned by the Tenant or any concessionaire of the Tenant, as applicable, provided, however, that the term "Leasehold Improvements" does not include any Personal Property. 1.1.34 "Leasehold Mortgage" has the meaning ascribed to it in Section 16.1. 1.1.35 "Leasehold Mortgagee" means any institutional lender, including without limitation any state or federally chartered bank, savings and loan association, commercial bank, insurance company, pension fund or other similar institutional entity, financing or refinancing any capital improvements for the Heliport, and any other person or entity approved by the Authority that finances or refinances any capital improvements for the Heliport. 1.1.36 "Lease Year" means any period of time consisting of Twelve (12) consecutive calendar months commencing on the Effective Date and each anniversary thereafter during the Lease Term 1.1.37 "Major Alteration" has the meaning ascribed to it in Section 10.1. 1.1.38 "Obstructing Vehicle" has the meaning ascribed to it in Section 3.1. 1.1.39 "Operation" means aircraft operations, including mandatory take -offs and landings, involving the transport of passengers, including but not limited to an airport, heliport, helistop, seaplane base, for the purposes other than commercial cargo transport, including business and pleasure flying. 1.1.40 "Parties" (whether or not by use of the capitalized teiui) means the Authority and the Tenant. 1.1.41 "Percentage Rent" means that percentage rent to be paid as set forth in Section 5.1(b). 1.1.42 "Permitted Alteration" has the meaning ascribed to in Section 10.1. 1.1.43 "Person" means any natural person, trust, firm, partnership, corporation, joint venture, association, or any other legal or business entity or investment enterprise. 1.1.44 "Personal Property" means all property owned and used by the Tenant or in connection with the operation of the Heliport and located upon the Subleased Premises, subject to rights of any secured party or title retention agreement of a third party. 1.1.45 "Possession Date" means the date on which the Authority delivers possession of the Subleased Premises to the Tenant which shall occur upon satisfaction of the condition precedent set forth in Section 2.8, 2.81, and 2.8.2. 1.1.46 "Primary Uses" has the meaning ascribed to in Section 3.1. 1.1.47 "Rent" means the Minimum Base Rent, Percentage Rent, Additional Rent and any other amounts the Tenant is required to pay under this Sublease. 1.1.48 "Retail" means any portion of the Sublease Premises that exceeds five hundred (500) square feet for the sole purpose of sales of any and all commodities, merchandise or services to the consumer. 1.1.49 "Section" "subsection", "paragraph", "subparagraph", "clause", or "subclause" followed by a number or letter means the section, subsection, paragraph, subparagraph, clause or subclause of this Sublease so designated. 1.1.50 "Subleased Premises" means the portion of the Property designated for the operation of the Heliport, as depicted, and legally described, in Exhibit "A-1". 1.1.51 "Sublease Year" means any period of time consisting of twelve (12) consecutive calendar months commencing on the Possession Date. 1.1.52 "Sub -sublease" means any sublease (excluding this Sublease), sub - sublease, license, concession or other agreement by which the Heliport or any person or other entity claiming under the Heliport (including, without limitation, a sub -subtenant or sublicensee) demises, leases, subleases, licenses or sublicenses to or permits the use or occupancy by another person or entity of any part of the Subleased Premises. 1.1.53 "Subtenant" means any person, film, corporation or other legal entity using or occupying or entitled to use or occupy to use or occupy any part of the Subleased Premises under a.Sub-sublease. 1.1.54 "Surviving Obligations" means those obligations which by their terms expressly survive the termination of this Agreement. 1.1.55 "Term" has the meaning ascribed to it in Section 2.2. 1.1.56 "Transfer" has the meaning ascribed to it in Section 15.1. 5 1.1.57 "Transferee" has the meaning ascribed to it in Section 15.1. 1.1.58 "Unavoidable Delav" has the meaning given to it in Section 19.4. Section 1.2 Incorporation of Exhibits. All exhibits attached to this Sublease and referenced herein are incorporated herein as if fully set forth in this Sublease. ARTICLE II DESCRIPTION, EASEMENTS, TERM, PARKING Section 2.1 Description of Subleased Premises; Title. The Authority hereby subleases to the Tenant, and the Tenant hereby subleases from the Authority, the Subleased Premises. The Authority shall transfer possession of the Subleased Premises to the Tenant on the Possession Date. The Authority represents, and the Tenant acknowledges, that the Subleased Premises are subject to (and only to) the Deed Restrictions, recorded easements and other items recorded in the public records of Miami -Dade County, Florida. The Tenant agrees that neither the Authority nor the City shall have liability to the Tenant with respect to unrecorded utility easements which may exist as of the Effective Date and are now or later determined to affect the Property. Each of the Authority and the Tenant represents and warrants to the other it has full right and authority to enter into. this Sublease. Section 2.2 Teuii of Sublease. This Sublease shall be for an initial term of thirty (30) years (the "Initial Term") commencing on the Effective Date and ending on the date that is thirty (30) years thereafter, unless terminated at an earlier date pursuant to the terms of this Sublease. To the extent permitted by law at the time of such action, and provided that (i) there are no material defaults by Tenant hereunder which remain uncured after any required notice and the expiration of any applicable cure period; (ii) during any of the three (3) lease years preceding the lease year when such right is exercised there have not been more than two material defaults by Tenant hereunder which remained uncured after any required notice and the expiration of any applicable cure period (even if subsequently cured prior to Tenant's exercise of its right to extend); and (iii) the term o f the Interlocal Agreement has been extended accordingly, the Tenant shall have the right to extend the Sublease Term. The Tenant is hereby granted two (2) consecutive options (each, an "Extension Option") to extend this Sublease for a period of ten (10) years for each such Extension Option (each such ten (10) year period, an "Extension Teiui" and collectively, the "Extension Teiuis"). The Initial Term, together with any Extension Terms thereof is hereinafter referred to as the "Term." Provided that the Tenant has properly and timely exercised an Extension Option, the teuii'of this Lease shall be extended for the period of the applicable Extension Tenn (the Initial Term, together with any exercised Extension Teiiii(s), shall be referred to herein as the "Lease Term"). During any such Extension Term, the terms, covenants and conditions of this Sublease, shall remain unmodified and in full force and effect (other than any such terms, covenants or conditions which are no longer applicable) provided that the rent payable by the Tenant during the first year of the First Extension Tenn shall be the fair market rental value of the Subleased Premises and Heliport facilities. In no event shall the Rent for any year of either Extension Tefui be less than the annual sum of All Direct Airport O&M Expenses and Indirect Airport O&M Expenses. Rent for the Second Extension Tenn, if 6 such extension is elected by the Tenant, shall be determined by continuing annual CPI Adjustments using the first year of the First Extension Term as the base year. Fair market rental value shall be determined by three (3) MAI real property apprasiers, one chosen by Landlord, one chosen by Tenant and third chosen by the first two appraisers. If all three appraisers cannot agree on the fair martket rental value of the Subleased Premises, the average of their three determinations of the fair market rental value shall be accepted for purposes of determining Rent for the Subleased Premises during the first year of the first Extension Term. Each party shall be responsible for its own appraiser's costs and expenses. In the event a third appraiser is needed, the cost of said thrid appraiser shall be hsared equally by Landlord and Tenant. Section 2.3 Buffer Area. The tenant acknowledges that a non-exclusive 60', wide buffer area located at the northwest side of the Property is to be kept free and clear, including but not limited to, any structures, equipment, parking or obstructions ("Buffer Area"). The tenant acknowledges that the City has reserved the right under the Interlocal Agreement to, upon prior written notice to Tenant, at any time and from time to time, and at its sole cost and expense, make or permit changes or revisions to the buffer area. The City or its representatives shall have the right to enter the Buffer Area, upon reasonable notice to the Tenant. Section 2.4 Easement Area Outside of Property. The Tenant acknowledges that the City shall provide, outside the Subleased Premises, a permanent non-exclusive easement area over, across and upon the Property for the limited purpose of allowing access onto the Subleases Premises for the delivery of fuel ("Easement Area"). The Tenant is to construct, maintain and repair the Easement Area at its sole cost and expense. The Easement Area shall not be available to Tenant until it has completed construction of the fuel farm. Section 2.5 Easement for Development of Other Areas of Watson Island. The Tenant acknowledges that the City has reserved the right under the Interlocal Agreement to erect, use, maintain and repair water, sanitary sewer and storm water utilities, mechanical and electrical conduits, pipes, and cables in, to, under and through the Subleased Premises in locations mutually agreeable to the Parties to the extent that the City may now or hereafter deem to be necessary or appropriate for the development of other areas of Watson Island, provided that there is no material interference with the Heliport or the use and enjoyment of the Subleased Premises by the Authority or the Tenant. The Authority agrees that it shall consult with and obtain the consent of the Tenant prior to agreeing with the City as to the location of such utilities and equipment, which consent shall not be unreasonably withheld or delayed. The Tenant also acknowledges that the City, and/or other governmental agencies, intends to undertake (or cause to be undertaken) further development on Watson Island, all of which may cause some noise and other interference with the Heliport. By its execution hereof, the City agrees with the Tenant that it shall use best efforts to (and to cause best efforts to be used by other parties undertaking such work to) minimize the interference and disruption by such development on the Heliport. The Tenant acknowledges that the leasehold interests conveyed under the Interlocal Agreement and this Sublease are subordinate to the City's right to convey, from time to time, such easements as may be necessary for right-of-way, vehicular and pedestrian traffic across or along the boundaries of the Subleased Premises in locations mutually agreeable to the City, the Authority, and the Tenant, which do not unreasonably interfere with the Heliport. 7 Section 2.6 Parking. Pursuant to the Interlocal Agreement, the City shall use best efforts to make available to the Tenant, by the date on which the Heliport opens its doors to the public and throughout the remainder of the Term, thirty (30) unassigned parking spaces, as available, to be located on the existing surface lot on land lying immediately adjacent to the Subleased Premises. The parking spaces shall be made available to the Tenant for the use of the Heliport, its patrons, employees, licensees, visitors and all other invitees during normal Business Hours, Monday through Sunday, at such rates as may be negotiated by the Tenant and the entity operating the parking facility. Section 2.7 Parking Sianage. The City shall provide the Tenant with one (1) sign regarding the prohibition of parking on the Easement Area. Tenant is to install, maintain the sign and replace any signage at its sole cost and expense should it be damaged or stolen. Tenant shall be responsible for monitoring compliance with sign restrictions. Section 2.8 Conditions Precedent Conditions Subsequent; Right to Terminate. This Sublease is subject to the following conditions: 2.8.1 Conditions Precedent to Possession Date. The City shall obtain an Aeronautical License for the Subleased Premises. 2.8.2 Conditions Precedent to Sublease. Tenant agrees that this Sublease shall be automatically terminated in the event that within twelve (12) months after the Effective Date, the Tenant shall not have provided to the Authority: (a) satisfactory evidence that sufficient funds have been or will be secured by the Tenant for the construction of the Heliport (which evidence may consist of approved grants, loan commitments, letters confirming individual and/or corporate donations or sponsorships, etc.); (b) a commercially reasonable business plan supporting the operation of the Heliport over the initial five (5) years following opening; and (c) the Tenant shall, if necessary, remove all obstructions as required for the aeronautical licensing of the Heliport and obtain said Aeronautical License. 2.8.3 Conditions Subsequent. The Tenant agrees that the Authority shall have the right to terminate this Sublease in the event that any of the following conditions are not satisfied within the time period indicated below: (a) Tenant shall obtain, including but not limited to, any and all zoning, DERM, waterfront (Army Corps of Engineers), and all other necessary approvals and permits that are required to complete the Heliport and ancillary facilities in accordance with Exhibit "C". If deemed necessary or desirable by the City, any application for the Subleased Premises shall be made with the City as the named applicant or co -applicant as required by law. The Tenant shall be responsible to obtain all required utility permits and insure that all utilities required for the operation of the Subleased Premises completed as depicted on Exhibit "C" are installed in an approved manner by their respective utilities for the Subleased Premises as depicted in Exhibit "C"; (b) Within twelve (12) months after the Effective Date, the Tenant shall have commenced construction of the Heliport, subject to Unavoidable Delay; (c) Tenant shall spend, or cause to be spent, at a minimum TWO HUNDRED FIFTY THOUSAND DOLLARS (S250,000) in connection with the Subleased Premises, including but not limited to the heliport surfaces and heliport specific related items; and (d) Tenant shall spend at a minimum, an additional sum of ONE HUNDRED THOUSAND DOLLARS (S100,000) to construct a fuel facility to be located within the Subleased Premises; and (e) Within sixty (60) months after construction of the Heliport has commenced, the Heliport shall be substantially completed in accordance with the development order, subject to Unavoidable Delay. The issuance of a temporary certificate of occupancy shall constitute sufficient evidence that the Heliport has been substantially completed in accordance with the development order. In the event that any of the foregoing conditions subsequent are not satisfied within the time period specified, subject to Unavoidable Delay, the Authority shall have the right to terminate this Sublease and the Development Agreement by written notice to the Tenant delivered pursuant to the notice provision contained herein at any time after the expiration of said time period but prior to the satisfaction of the condition in question. In the event that the condition is satisfied prior to the Authority's termination of this Sublease and the Development Agreement, the Authority's right to terminate with respect to that particular condition shall cease Upon termination the parties shall be released from all further obligations hereunder, except any surviving obligations. Section 2.9 Pre -Possession Date Sinnage. From and after the Effective Date, the Tenant, at its sole cost, shall have the right and license to keep and maintain a sign (the "Heliport Sign") on the Subleased Premises which publicizes the site as "The Future Horne of the Watson Island Heliport" (or words of like import), together with the right of ingress and egress to and from the Heliport Sign for the purpose of maintaining, altering, replacing and/or removing the Heliport Sign. The Heliport Sign shall be installed in a location mutually acceptable to the parties, and shall be installed and maintained by the Tenant under valid permits and in compliance with all Applicable Laws. In the event that this Sublease is terminated for any reason, the Tenant, at its sole cost, shall be required to immediately remove the Heliport Sign from the Subleased Premises and to restore any damage caused by such removal. The Tenant shall indemnify and hold the City and the Authority harmless from any claims, causes of action, fines penalties or levies made against either of them by reason of the installation of the Heliport Sign on the Subleased Premises. The content and appearance of the Heliport Sign shall be subject to the approval of the City Manager and the Executive Director of the Authority, which shall not be unreasonably withheld, conditioned or delayed. 9 ARTICLE III PURPOSE OF USE AND OCCUPANCY Section 3.1 Use of Subleased Premises. The Tenant agrees that the Subleased Premises shall be known throughout the Teini as the "Watson Island Heliport" and shall be used exclusively for the purposes set forth herein. No use shall be made or permitted to be made of the Subleased Premises, or acts done, which are in violation of any Applicable Law. The Subleased Premises are to be utilized solely for the development, construction, management and operation of a public heliport and related facilities and improvements. The primary purpose of the, Subleased Premises will be to: (i) provide areas for landing and takeoff for Tenant -owned and third party helicopters; (ii) construct and use a Terminal/Hangar building; (iii) operate or contract for operation of portions of all of such Terminal/Hangar building; (iv) operate or contract for operations of portions of all of such Terminal/Hangar building for staging, ticketing, passenger and customer waiting, gift shop, vending machines, food, liquor, lounge, restaurant services, freight baggage handling, aircraft hangaring and maintenance, outside aircraft storage, administration, car rental, shuttles, temporary parking, and any other similar uses and improvements associated with Tenant's operation of its Heliport business (the "Primary Uses"). In the event that the Tenant exercises its right to open, operate, or manage, a restaurant, bar, or lounge, or sublease a portion of the Subleased Premises for the purposes of operating a restaurant, bar, or lounge, the Authority shall, at its sole discretion, approve such use as an Ancillary Use ( "Ancillary Uses"). In the event the Tenant exercises its right to open, operate, sublease, or manage a Retail establishment greater than five hundred square feet of the gross floor area anywhere on the Subleased Premises, both the City and the Authority shall have, at their sole discretion, the right to approve, reject or deny such use. The City and the Authority shall condition any approval of such Ancillary Uses on receiving over and above the Minimum Base Rent and/or Percentage Rent payable under this Sublease, the Ancillary Use Rent, as hereinafter defined, in Section 5.1(d). Notwithstanding the foregoing, in the event that Tenant, at any time during the Lease Tenn, enters into a a lease agreement or other agreement for the use of the Subleased Premises or any portion of the of the Subleased Premises to activate any Affliate Operation, the Tenant may make a request in writing to the Executive Director of the Authority and the City Manager to allow such use. Provided that any requested use is in accordance with the all necessary approvals from applicable Governmental Authorities (including City in its municipal capacity); and complies with Applicable Law (including but not limited to, passage of a public referendum, if then required by Applicable Law), the Executive Director of the Authority and the City Manager shall approve or disapprove such use in writing in advance; subject, however, to any appropriate adjustment in Base Rent and/or Percentage Rent on account of such Operation as the parties shall mutually agree upon (with each party acting reasonably and in good faith). For purposes of this provision, the resonable discretion of the Executive Director of the Authority and the City Manager shall include such policy considerations as are deemed appropriate by the Miami Sports and Exhibition Authority's Board and/or the City Commission at such time. Tenant shall require that any Sublease and/or other agreement include covenants on the part of the applicable third party tenant which are comparable to those covenants set forth in Article III. Tenant shall use reasonable good faith efforts to enforce such covenants. Nothing 10 contained herein shall be deemed to prevent the Tenant from imposing more stringent requirements on any third party tenant. The Tenant may provide, as appropriate, customer services normally provided in a commercial airport terminal including, but not limited to: direct telephone service for a car rental facility, a hotel reservation and shuttle facility, a taxi stand or a taxi telephone service (the "Ancillary Heliport Customer Services"), subject to the Authority's consent, which shall not be unreasonably withheld or delayed. The Heliport shall be operated at all times for the use and benefit of the public, and all of the Heliport's facilities and services shall be made available to the public on fair and reasonable terms without discrimination. The Tenant shall conduct its operations in an orderly manner reasonably intended not to disturb or be offensive to customers, patrons or others in the immediate vicinity of such operations. The Tenant may charge fees comparable to those of similar facilities for similar services. The Subleased Premises shall not be used for any purpose other than the purposes set forth herein without the prior written consent of the Authority, which consent may be withheld or conditioned in the City and Authority's sole discretion. This Sublease and all rights of the Tenant hereunder shall, at the option of the Authority, cease and terminate if the Tenant uses the Subleased Premises for any purposes not permitted herein. The Subleased Premises shall be used and occupied only for the Heliport and its approved Ancillary Uses. Due to the volume of the Tenant's flight operations and to help assure safety of operations, the Tenant may: (i) require any aircraft owner or operator to obtain scheduling clearance from the Heliport at least six (6) business hours in advance of any anticipated landing (except in case of emergency landing), takeoff or use of aircraft parking space (which clearance shall be available by facsimile, telephone or radio during Heliport's scheduled operating hours); and (ii) if any aircraft, boat or other vehicle ("Obstructing Vehicle") not operated or authorized by Tenant shall obstruct Tenant's or any other heliport user's access to and use of landside ingress -egress areas or aircraft parking/storage areas in the Heliport, Tenant may remove such Obstructing Vehicle or cause it to be removed forthwith upon the failure or refusal of the owner or operator to move such Obstructing Vehicle after notice by Tenant (or a bona fide attempt to give notice) to such owner or operator, which may be verbal and given in person or by electronic means. Tenant shall be entitled to seek payment of reimbursement from any such owner or operator for the costs of such removal. The City and the Authority shall in no respect be liable for any costs incured by Tenant or any damage to Tenant's property or the property of others, or any disruption to the Heliport's business as a result of an Obstructing Vehicle. The City and the Authority shall not be responsible for payment of any costs incurred by Tenant that are not reimbursed, nor shall Tenant be entitled to any setoff of Rent as a result of incuring such cost. Tenant acknowledges that the Heliport landing area is a public facility and undertakes (i) to exercise the rights granted by this Sublease fairly and in a manner that does not discriminate against aircraft owners or operators other than Tenant and (ii) subject to the requirements of its scheduled operations, that its aircraft will not obstruct other paying aircraft owners or operators that confoun to the Heliport's regulations in their use of the Helicopter landing area when space is available. 11 Section 3.2 Casino Gambling. In the event that casino gambling or other forms of gambling or games of chance, which are presently illegal in the City, shall in the future become legal for similar properties, and Tenant or any Subtenant desires to offer the same on any portion of the Subleased Premises: (i) Tenant or such Subtenant (or the applicable casino or other operator) shall be entitled to make application for a license therefore in the same manner as similarly situated parties in conjunction with properties that are not leased by the City or the Authority; (ii) any such application by Tenant or such Subtenant (or the applicable casino operator or other operator) for any such license or approval required by the City (in its municipal capacity) shall be considered by the City and the Authority on the same basis as the City and the Authority shall consider comparable proposals for properties in which the City and the Authority are not a Landlord; (iii) shall not prevent the City or the Authority from refraining from according such treatment to the Subleased Premises in the City and the Authority's role (in its municipal capacity) in licensing; approving or overseeing gaming activity; and (iv) in its role as landlord hereunder, the City and the Authority may condition any approval of such gaming activities on receiving, over and above the Minimum Base Rent and/or Percentage Rent payable under this Sublease, the Casino Rent (as hereinafter defined). (a) Casino Rent. For purposes hereof, the term "Casino Rent" means the fair market rent attributable to the operation of casino gaming or other games of chance on the Subleased Premises, taking into consideration the rent payable on account of comparable gaming activities at those properties within the United States which are most comparable to the Facility, but with any appropriate adjustments for regional differences, as determined in accordance with the procedure set forth in subparagraph (b) below. Casino Rent shall not be treated as or be in lieu of a tax, fee or levy by a municipal body on gaming activity. (b) Procedure for Determining, Casino Rent. The procedure for determining the Casino Rent shall be as follows: .(i) . Selection of Citv and Authority's Expert and Tenant's Expert. City and the Authority shall select an expert who shall be paid by City and the Authority ("Landlord's Expert"), and Tenant shall select an expert who shall be paid by the Tenant ("Tenant's Expert"). Each expert shall be reasonably experienced or have consultants who are reasonably experienced with appraisal considerations involving casino operations. (ii) Selection of Third Expert. A third expert (the "Third Expert") shall be jointly selected by City and Authority's Expert and the Tenant's Expert. The cost of the Third Expert shall be split 50% by the City and the Authority and 50% by the Tenant. If Landlord's Expert and Tenant's Expert fail to agree on the Third Expert within thirty (30) days after their appointment, the Third Expert shall be appointed by the President of the American Institute of Real Estate Appraisers ("AIREA") on the application of either Landlord's Expert or Tenant's Expert. Such application shall be made by Landlord's Expert or Tenant's Expert, as applicable, on fifteen (15) days' prior written notice to the other. The Third Expert appointed by the President of the AIREA may or may not be a member of the AIREA, in the discretion of such President, but in any event shall, in thejudgment of such President, have appropriate experience for such appointment and shall not have undue connections or influence with either the City or the Authority or Tenant. 12 (iii) Procedure if Either Party Fails to Select Expert. If either City and Authority or Tenant shall fail to appoint an expert within forty-five (45) days after demand from the other to make the appointment,then the expert appointed by the party making the demand shall appoint the second expert, and the two experts so appointed shall appoint the Third Expert. If the first two experts so appointed shall fail to agree on such third expert within thirty (30) days after their appointment, the Third Expert shall be appointed by the President of AIREA in the same manner provided in clause (ii) above. (iv) Proposals. Within thirty (30) days after appointment of all three (3) experts, Tenant's Expert and Landlord's Expert shall each prepare and submit a proposal for Casino Rent, together with written evidence supporting such proposal, to the Third Expert. (v) Selection of One Proposal. The Third Expert shall have fifteen (15) days to discuss the respective proposals with each submitting expert and an additional thirty (30) days thereafter to select between the two (2) proposals; it being understood that the Third Expert may only select one (1) expert's proposal or the other and may not select portions of both or attempt to combine proposals. The proposal for Casino Rent selected by the Third Expert shall be binding and conclusive on City and the Authority and the Tenant. Extension of Time Frames. Notwithstanding anything contained herein to the contrary, either the City and the Authority or the Tenant shall be entitled to extend any of the tirneframes set forth in subparagraphs (ii) through (v) above for up to an additional thirty (30) day period if deemed necessary or desirable by any of the parties. Section 3.3 Continuous Duty to Operate. Except where the Subleased Premises are rendered untenantable by reason of fire or other casualty, the Tenant shall at all times during the teiuu of this Sublease following the Completion Date: (i) occupy the Subleased Premises; (ii) operate in a safe and serviceable condition and in accordance with the minimum standards as may be required or prescribed by applicable federal and state agencies for maintenance or operation; (iii) continuously conduct Operations in the Subleased Premises in accordance with the terms of this Sublease; and (iv) keep the Subleased Premises open for Operation during hours permitted by the heliport license restrictions and conditions. Section 3.4 Deed Restrictions. The conveyance of the leasehold interest in the Subleased Premises under this Sublease and the Tenant's activities pertaining to planning, establishment, development, construction, improvement, maintenance and operation of the Heliport, have been found to be in compliance with the Deed Restrictions as public and governmental functions exercised for a public purpose. The Tenant acknowledges that: (i) the Deed Restrictions prohibit the use of the Property and other portions of Watson Island by private persons and entities for private use or purpose, and require that such lands be used solely for public purposes; and (ii) a violation of the Deed Restrictions will result in the forfeiture of fee title to the Property to the State of Florida. Accordingly, the Tenant covenants and agrees to, and shall cause all Subtenants to, comply with the Deed Restrictions throughout the entire Term. The Tenant further agrees that a violation of the Deed Restrictions by the Tenant hereunder, or by the Authority under the Interlocal Agreement, will result in the automatic termination of this Sublease, the Development Agreement and the Interlocal Agreement, with a twenty-four (24) 13 hour courtesy notice to any party. The Authority covenants and agrees that it shall take no action with regard to the Subleased Premises that would constitute a violation of the Deed Restrictions. ARTICLE IV INFRASTRUCTURE, SERVICES, REPAIRS Section 4.1 Infrastructure Improvements. The Tenant, at no cost to the Authority, or the City, shall (a) design, construct and install all -necessary utilities required in connection with the construction and operation of the Heliport including, but not limited to, all necessary connections to existing water, sanitary sewer and storm water drain mains, and mechanical and electrical conduits servicing the southside of Watson Island, whether or not owned by the City and/or the Miami -Dade Water and Sewer Department; (b) design and construct at no cost to the City or the Authority the access road connecting the Subleased Premises to the roadway servicing the southside of Watson Island. The City and the Authority agree to investigate alternative sources of funding for the access road. Section 4.2 Utilities. The Tenant, at its sole cost and expense, shall be responsible for all utilities rendered or supplied upon or in connection with the Subleased Premises, including but not limited to, electricity, telephone, water, gas, sewage disposal, stoiniwater fees, trash and garbage removal. Section 4.3 Services. The Tenant shall, at its sole cost and expense, cause to be provided to the Subleased Premises all services required to operate the Heliport on the Subleased Premises, including, but not limited to, heating, ventilation and air conditioning required in the Tenant 's judgment for the comfortable use and occupation of the Heliport; water and sewage service; pest control; exterior landscaping; exterior grounds maintenance and cleanup; security as is required for similar facilities; and electric current for normal use and light. The level of services provided to the Heliport shall be sufficient to support the actual demands of the Heliport and the Subleased Premises. Section 4.4 • Repairs. The Tenant shall, at its sole cost and expense, provide all maintenance, including preventive maintenance, repairs and replacements, as necessary, to the Subleased Premises and the Heliport, including, but not limited to, the pavement, driveways, lighting, mechanical equipment, fixtures, floor coverings, building interior and exterior walls, structural, roof, ceilings, plumbing, heating, air conditioning, electrical and life safety systems installed or furnished by the Tenant. The Tenant shall not commit, or suffer to be committed, any waste in or upon the Subleased Premises, which, in the Authority's sole but reasonable opinion, detracts from the appearance of the Subleased 'Premises. All maintenance, repairs and replacements shall be performed in a manner and level of service reasonably satisfactory to the Authority. Section 4.5 Preventative Maintenance and Services. The Tenant shall, at its sole cost and expense, provide the following preventive maintenance and services: (b) Cleaning and janitorial services for the Subleased Premises; 14 (c) Grounds services including lawn, shrub and tree maintenance and removal of any rubbish or obstructions from the Subleased Premises; (d) Interior and exterior window cleaning to be performed as needed but no less than once every one hundred twenty (120) days; (e) Vermin control as necessary, but no less than once every sixty (60) days; (f) Periodic maintenance and cleaning of kitchen and exhaust equipment, and grease traps or grease inceptors, if applicable; and (g) Painting of interior and exterior of buildings including caulking of all window and door frames, painting of signs, if applicable, and restriping of parking spaces on the Subleased Premises as necessary, but no less than once every four (4) years. In addition to the above, commencing during the fourth Sublease Year following the Tenant's initial occupancy of the Subleased Premises, and once every two (2) years thereafter, the Tenant at its sole cost and expense, shall have a qualified engineer perform a physical inspection of the Subleased Premises including, but not limited to, all structural components, plumbing, life safety, electrical, heating and air conditioning systems, and mechanical equipment as part of a preventive maintenance program. The Tenant shall submit the engineer's report along with a proposed plan for the funding and implementation of the recommendations contained in the engineer's report to the Authority by the end of the Sublease Year in which such report is due for the Authority's review. If the Tenant refuses, neglects or fails to provide the services required herein or does not provide adequate services within thirty (30) days after written demand from the Authority, the Authority may take corrective measures or cause the Subleased Premises to be cleaned or repaired without waiving its right based upon any default of the Tenant and without releasing the Tenant from any obligations hereunder. The Tenant shall pay the Authority the full cost of such work within thirty (30) days of receipt of an invoice indicating the cost of such corrective measures or cleanup. Failure to pay such invoice shall constitute a default of this Sublease. Notwithstanding the above, the Tenant's failure to perfoini the corrective measures or cleanup to the Subleased Premises as directed shall constitute a default of this Sublease. Nothing herein shall imply that maintenance, repair and inspections should be performed by the Tenant only at the suggested intervals. The Tenant shall, at all times, be responsible for the condition of the Subleased Premises and shall perfoLlu repairs required in a timely manner so as to.prevent injury to persons and waste to property. Section 4.6 City and Authority not Liable for Failure of Utilities. The City and the Authority shall not be liable for any failure of water supply, sewer, gas or electric current or for any injury or damage to any person or property caused by or resulting from any water, sewer, gas or electricity which may leak or flow from the water, sewer or gas mains on to any part of the Subleased Premises or the Heliport. 15 Section 4.7 Landscaping. The Tenant shall plant and maintain the landscaping within the Subleased Premises in accordance with the landscape plan submitted and approved with the Multi Use Special Permit (MUSP). Such landscaping shall be maintained in a manner consistent with a first class Heliport facility. The Tenant agrees to comply with any future landscaping guidelines that may be adopted for Watson Island so long as such guidelines do not substantially increase the cost of maintenance to the Heliport. If the Watson Island Association is established as contemplated in Section 18.3 and the responsibilities of the Watson Island Association include maintenance of common areas on Watson Island, then the Authority shall impose the responsibility for the maintenance of such greenspace area on said association in lieu of the Tenant. ARTICLE V CONSIDERATION Section 5.1 Amount of Rent. The Tenant covenants that it shall pay to the Authority as Rent for the Subleased Premises the greater of the Minimum Annual Rent or Percentage Rent : (a) Minimum Annual Rent. Commencing on the Effective Date and continuing throughout the Lease Teini Minimum Annual Rent for each Lease Year during the Lease Tenn payable monthly as set forth in Subsection 5.1(c) below and adjusted in accordance with Section 5.2 of this Article, and Section 5.3, if applicable, as follows: (i) $2,200.00 monthly for Lease Years 1 and 2 (ii) $3,800.00 monthly for Lease Year 3 (iii) $5,500.00 monthly for Lease Year 4 (iv) $5,775.00 monthly for Lease Years 5 through 9 (v) $6,208.13 monthly for Lease Years 10 through 19 (vi) $6,704.78 monthly for Lease Years 20 through 25 (vii) $7,375.26 monthly for Lease Yease 26 and every Lease Year thereafter. (b) Percentage Rent. The Percentage Rent shall be an amount equal to the following percentage of Gross Revenue : (i) 21/2% of Gross Revenues for Lease Years 1 and 2 (ii) 5% of Gross Revenues for Lease Years 3 and 4 (iii) 71/2% of Gross Revenues for Lease Years 5 through 9 16 (iv) 8% of Gross Revenues for Lease Years 10 through 19 (v) 10% of Gross Revenues for Lease Years 20 through 30. (c) Manner of Payment of Minimum Annual Rent or Percentage Rent. Commencing with the first day of the Second (2nd) month and on the first day of each month and every month thereafter during the Lease Term (and after the termination or expiration thereof for additional periods as may be necessary to comply with this Article), Tenant shall provide the Authority a statement of its Gross Revenue signed by an officer of the Tenant for the month commencing approximately Thirty (30) days prior and shall pay to the Authority the greater of : (i) one/twelfth of the Minimum Annual Rent then in effect pursuant to Section 5.1(a) hereinabove, or (ii) the Gross Revenue percentage amount required for the Lease Year month pursuant to Section 5.1(b) hereinabove Revenue for the month commencing approximately Thirty (30) days prior. For example on the first day of the Sixtieth (60th) month, the Tenant shall pay to the Authority one -twelfth of the Minimum Annual Rent or Five (5) percent of Gross Revenue of the Fifty -Ninth (59th) month. On the first day of the Sixty -First (61st) month, the Tenant shall pay to the Authority one -twelfth of the Minimum Annual Rent or Seven and One Half (71/2) percent of Gross Revenue of the Sixtieth (60th) month. (d) Ancillary Use Rent. For purposes hereof, the term "Ancillary Use Rent" means the greater of, ten percent (10%) of the Minimum Base Rent for the current Lease Year or fair market rent attributable to the operation on the Subleased Premises, as determined by an appraisal to be perfoiined on behalf of the City and the Authority at the sole cost of the Tenant. In addition, the Tenant shall be assessed an additional ten percent (10%) of gross revenues for such Ancillary Use. Ancillary Use Rent shall not be treated as or be in lieu of a tax, fee or levy by a municipal body. Section 5.2 Consumer Price Index ("CPI"). For purposes hereof (a) "Consumer Price Index" means the monthly index published by the Bureau of Labor Statistics of the United States Department of Labor as "The Consumer Price Index for All Items, Miami -Ft. Lauderdale (Base Year 1982-84 — 100)" or its successor; provided, however, that if such index is discontinued during the Lease Term and there is no successor index, "Consumer Price Index" shall mean such other index as the parties shall mutually agree as reasonably replacing such index. (b) "Reference Year Minimum Base Rent" means the per annum Minimum Base Rent amount for the twelve (12) month period commencing on the Possession Date. Section 5.3 CPI Adjustment. Commencing on the first anniversary of the Possession Date and on each anniversary thereafter during the Initial Teim, the per annum Minimum Base Rent amount shall be adjusted to an amount equal to the product of the Reference Year Minimum Base Rent multiplied by a fraction, the numerator of which is the Consumer Price Index number as of three (3) months prior to the beginning of the applicable adjustment date, and 17 the denominatory of which the Consumer Price Index number as of three (3) months prior to the Possession Date. Section 5.4 Floor and Cap. In no event shall any such annual adjustment to the Minimum Base Rent result in an increase which is less than One Percent (1%), or more than Five Percent (5%), of the Minimum Base Rent amount immediately prior to the effective date of such adjustment. Section 5.5 Notice of CPI Adjustment. If any such Consumer Price Index adjustment is to be made, then the Authority shall notify the Tenant in writing of the amount of the increased Minimum Base Rent for the twelve (12) month period. Tenant shall continue paying the previously applicable Minimum Base Rent installments until such time as the Tenant is notified in writing of the appropriate increase in Minimum Base Rent, and within thirty (30) days thereafter, Tenant shall pay Authority any deficiency in the Minimum Base Rent installments otherwise paid by Tenant prior to such notification. Section 5.6 Gross Sales. Gross Sales includes the amount actually charged for all merchandise or services sold or provided on or from the Subleased Premises for cash or for credit. Refunds and allowances to customers, any charge backs by credit or debit card issuers or servicers for fraudulent or other unauthorized use and all uncollectible checks shall be deducted from Gross Sales provided said amounts had previously been included as part of Gross Sales. The teuii "Gross Sales" shall not include any sums collected and paid out for (i) any sales, use, occupation, excise, or other tax levied by the federal, or any state or local government based upon or measured by the sales price of mercha_ndise; (ii) any gratuities paid to employees; or (iii) any service or processing fee or discount imposed by any credit card issuer or servicer on credit or debit card payments to Tenant. All records and reporting of such sales shall be handled in the same manner as set forth in Section 8.1. Section 5.7 Additional Rent. In addition to the Minimum Base Rent and/or Percentage Rent, all other payments or charges payable by the Tenant (if any), however denoted, are called "Additional Rent". All Additional Rent shall be paid when required under this Sublease. Section 5.8 Interest on Late Payments. Any payment made by the Tenant for any rent, fee or charge as required to be paid under the provisions of this Sublease, which is not received by the Authority within ten (10) days after same shall become due, shall be subject to interest at the rate of twelve percent (12%) per annum from the date such payment is due until such time as the payment is actually received by the Authority. Section 5.9 Place of Payment. Payment of the 'Minimum Base Rent and/or Percentage Rent, Additional Rent and all other charges deemed to be Rent under this Sublease shall be without prior notice, deduction, offset or demand, shall be in lawful money of the United States of America and shall be made at the address set forth for the Authority or such other party or such other address as may be designated by the Authority from time to time. If the Authority shall at any time or times accept Rent after it shall become due and payable, such acceptance shall not excuse delay upon subsequent occasions, or constitute or be construed as a waiver of any or all of the Authority's rights hereunder. 18 ARTICLE VI IMPOSITIONS Section 6.1 Impositions. The Tenant shall pay and discharge, as they become due, any and all Impositions, before any fine, penalty, interest or cost may be added to such Imposition. Section 6.2 In Kind Services. In addition to Minimum Base Rent and/or Percentage Rent, the Tenant will provide to the City "in kind" services each Sublease Year. The In Kind Services to be provided by the Tenant shall consist of (i) interior space on an exclusive basis within the hangar building for the City of Miami Police Department helicopter; and (ii) provide the City with the non -cumulative monthly option of utilizing one hour of R-22 or equivalent helicopter flight time for the City's own purposes at the Tenant's sole expense. The flights may be for any purpose that may legally be conducted under FAA Part 91 Regulations, excluding law enforcement activities, including but not limited to, aerial photography, surveys, project planning, construction oversight, inspections. The City shall be responsible: (a) to insure that the helicopter is promptly cleared from the landing zone into the hangar within the time posted in the Heliport regulations; and (b) to cover all costs, other than hangar storage charges associated with the storage of their helicopter including utilities, ground handling, maintenance, etc., and will operate the helicopter in confoiuiance with the Heliport's rules and regulations. Section 6.3 Payment of Impositions. Tenant shall pay, or cause to be paid, all Impositions before they become delinquent (i.e. before any penalty, fine or interest is added to the amount due, but without any requirement that the amount due be paid by any date which will take advantage of any discounts available for early payment). If by law any Imposition is payable or may, at the opinion of the taxpayer, be paid in installments (whether or not interest shall accrue on the unpaid balance of the Imposition), Tenant may pay the same (and any accrued interest on the unpaid balance of the Imposition) in installments, but same shall in all events be paid before they become delinquent. Any Imposition relating to a fiscal period of the taxing authority, a part of which period is included before the Possession Date and a part of which is included after the Possession Date shall be adjusted as between Authority and Tenant as of the Possession Date, so that Tenant shall pay (before same becomes delinquent) that portion of the Imposition attributable to that part of the fiscal period included in the Sublease Teini; and Authority shall pay the remainder, if applicable. Any Imposition relating to a fiscal period of the taxing authority, a part of which is included within the Lease Term and a part of which is included in a period of time after the Lease Teiiii, shall be adjusted as between Authority and Tenant as of the expiration or sooner termination of this Lease, so that Tenant shall pay that portion of the Imposition attributable to that part of the fiscal period included in the Lease Term and Authority shall pay the remainder if applicable. Section 6.4 Taxes on City. Any sales, excise, transaction, use, privilege, or other tax now or hereafter imposed by any Governmental Authority upon the City, the Subleased Premises or the Leasehold Improvements on account of attributed to, or measured by Rent or other charges payable by Tenant, shall be paid by Tenant to City as additional Rent, even though the 19 taxing statute or ordinance may purport to impose such tax against City. Nothing herein contained shall require Tenant to pay municipal, state or federal income taxes assessed against City, for corporate excess profits or franchise taxes imposed upon City unless the method of taxation prevailing at the commencement of the term hereof shall be altered so that such taxes shall be assessed in lieu of or as a substitute for the whole or any part of the Impositions, in which event such income, profits or franchise taxes shall be included within the teen "Impositions" for purposes hereof, and Tenant shall pay and discharge the same as herein provided. The Tenant shall be responsible for the following payments or for payments in lieu of taxes ("PILOT") during the Term: (i) the Preconstruction Period, in the event the Subleased Premises are exempt from ad valorem real estate taxes, Tenant will pay Landlord an annual PILOT in an amount initially equal to $10,890.96. The PILOT with respect to the Preconstruction Period will increase on each anniversary of the Effective Date at a rate equal to the greater of the CPI Adjustment or 3%. If real property taxes and assessments are imposed or levied on the Subleased Premises, Tenant shall be required to pay the real property taxes and assessments levied against the Subleased Premises. Tenant shall be entitled to contest the valuation of the Subleased Premises in administrative or judicial proceedings against Miami- Dade County so long as it has paid any amounts or provided any security as may be required to be deposited as a condition of such contest. If Tenant is required to pay real property taxes on the Subleased Premises, it shall not be required to pay the PILOT; (ii) if the Heliport is constructed, the Tenant agrees to pay all Impositions before any fine, penalty or interest is assessed for nonpayment. In the event the Subleased Premises are exempt from ad valorem real estate taxes, Tenant will pay Landlord an annual PILOT in an amount initially equal to $10,890.96. The PILOT with respect to the Preconstruction Period will' increase on each anniversary of the Effective Date at a rate equal to the greater of the CPI Adjustment or 3%. If real property taxes and assessments are imposed or levied on the Subleased Premises, Tenant shall be required to pay the real property taxes and assessments levied against the Subleased Premises. Tenant shall be entitled to contest the valuation of the Subleased Premises in administrative or judicial proceedings against Miami -Dade County so long as it has paid any amounts or provided any security as may be required to be deposited as a condition of such contest. If Tenant is required to pay real property taxes on the Subleased Premises, it shall not be required to pay the PILOT. Section 6.5 Tenant's Riaht to Contest Impositions. Notwithstanding anything to the contrary contained herein, Tenant shall have and retain the right to contest in good faith by legal proceedings, diligently pursued, any Imposition, or any valuation in connection therewith, provided that: (i) to the extent required by Applicable Laws, Tenant shall first make all contested payments under protest; (ii) Tenant shall pursue such action in accordance with Applicable laws such that neither the Subleased Premises nor the Leasehold Improvements nor any part thereof or interest therein would be in any danger of being sold, forfeited, lost or interfered with; and (iii) all expenses incurred in connection with such proceedings shall be paid by Tenant. Such legal proceedings may include appropriate proceedings to review tax assessments and appeals from orders in connection therewith and appeals from any judgements, decrees or orders. 20 Section 6.6 Proof of Payment. Tenant shall furnish (or arrange for an outside service to furnish) to the Authority, within thirty (30) days after the date when any Imposition is paid by or on behalf of Tenant, official receipts of the appropirte taxing authority, photocopies thereof or other proof of payment satisfactory to Authority. ARTICLE VII HAZARDOUS MATERIALS Section 7.1 .Handling of Hazardous Materials. The Tenant shall, at its sole cost and expense, at all times and in all respects in connection with its use of the Subleased Premises, comply with all federal, state and local laws, statutes, ordinances and regulations, rulings, policies, orders and administrative actions and orders ("Hazardous Materials Laws"), including, without limitation, any Hazardous Materials Laws relating to industrial hygiene, environmental protection or the use, analysis, generation, storage, disposal, or transportation of any fuel, oils, flammable explosives, asbestos, urea formaldehyde, radioactive materials or waste, infectious waste, or other hazardous, toxic, contaminated or polluting materials, substances or wastes, including, without limitation, any "Hazardous Substances", "Hazardous Wastes", "Hazardous Materials" or "Toxic Substances", under any such laws, ordinances or regulations (collectively "Hazardous Materials"). The Tenant shall, at its sole cost and expense, procure, maintain in effect and comply with all conditions of any and all permits, licenses and other governmental and regulatory approvals relating to the presence of Hazardous Materials within, on, under or about the Subleased Premises required for the Tenant's use of any Hazardous Materials in or about the Subleased Premises in conformity with all applicable Hazardous Materials Laws and prudent industry practices regarding management of such Hazardous Materials. The Authority and the Tenant agree that the Tenant may use materials in normal quantities that are necessary for the construction of the Heliport and use of'the Subleased Premises for the purposes stated herein, provided that any such materials which are Hazardous Materials shall be handled strictly in accordance with, and maintained at levels that are not in violation of any Hazardous Materials Laws. Except for ordinary cleaning supplies, the Tenant represents and warrants that it shall not use, handle, transport, dispose of or store in, on or under the Property any Hazardous Materials in connection with its operation of the Subleased Premises. The Tenant shall at all tunes during the Term and at the expiration of this Sublease, at its sole cost and expense, be responsible for performing any removal, remediation, cleanup or restoration required as a result of a release of Hazardous Materials in or about the Subleased Premises, caused by the placement of Hazardous Materials in or about the Subleased Premises by the Tenant or at the Tenant's direction, or by the Tenant's failure to comply with any Hazardous Materials Laws. Upon termination or expiration of the Sublease, the Tenant shall, at its sole cost and expense, cause all Hazardous Materials, including storage devices, placed in or about the Subleased Premises by the Tenant or its members or guests, or at the Tenant's direction, to be removed from the Subleased Premises and transported for use, storage or disposal in accordance and compliance with all applicable Hazardous Materials Laws. 21 Section 7.2 Indemnification. The Tenant shall indemnify, protect, defend and hold the City and the Authority free and harmless from and against any and all claims, liabilities, penalties, forfeitures, losses and expenses (including reasonable attorneys' fees) or death of or injury to any person or damage to any property whatsoever, arising from or caused in whole or in part, directly or indirectly, by the presence in or about the Subleased Premises of any Hazardous Material placed in or about the Subleased Premises or used by the Tenant or at the Tenant's direction or by the Tenant's failure to comply with any Hazardous Materials Law or in connection with any removal, remediation, cleanup, restoration and materials required hereunder to return the Subleased Premises and any other property of whatever nature to their condition existing prior to the appearance of the Hazardous Materials. Section 7.3 Disclosure, Warning and Notice Obligations. The Tenant shall comply with all laws, ordinances and regulations ,in the State of Florida regarding the disclosure of the presence or danger of Hazardous Materials. The Tenant acknowledges and agrees that all reporting and warning obligations required under the Hazardous Materials Laws are the sole responsibility of the Tenant, whether or not such Hazardous Materials Laws permit or require the Authority to provide such reporting or warning, and the Tenant shall be solely responsible for complying with Hazardous Materials Laws regarding the disclosure of the presence or danger of Hazardous Materials. The Tenant shall promptly notify the Authority, in writing, of any complaints, notices, warning, reports or asserted violations of which the Tenant becomes aware relating to Hazardous Materials on or about the Subleased Premises. The Tenant shall also promptly notify the Authority if the Tenant knows or has reason to believe a complaint, notice, warning, report or asserted violation will be released on or about the Subleased Premises. Section 7.4 Environmental Tests and Audits. At any time during the Teiiii upon reasonable notice to the Tenant, the Authority shall have the right, at its expense, to enter upon the Subleased Premises in order to conduct appropriate tests to establish whether the Subleased Premises is in compliance with all applicable Hazardous Materials Laws. The Tenant shall have the right to havea representative present during any such testing. In the event that any test reveals non-compliance with applicable Hazardous Materials Laws, then the Tenant shall immediately, upon demand, reimburse to the Authority the cost of the test, unless the Tenant establishes to the Authority's reasonable satisfaction, that such non-compliance has been caused by the Authority's or the City's gross negligence. Section 7.5 Survival of Tenant's Obligations. The respective rights and obligations of the Authority and the Tenant under this Article VII shall survive the expiration or termination of this Sublease. ARTICLE VIII RECORDS AND AUDITING Section 8.1 Records Of Sales. During the Term of this Sublease, the Tenant shall maintain and keep, or cause to be maintained and kept at the Subleased Premises, a full, complete and accurate daily record and account of all revenues and expenses arising or accruing by virtue of its operations conducted at or related to the Subleased Premises. 22 All records and accounts including invoices, sales slips, bank statements or duplicate deposit slips and all other supporting records, shall be available for inspection and/or audit by the Authority and its duly authorized agents or representatives upon reasonable notice during the hours of 8:00 AM to 5:00 PM, Monday through Friday, and shall be maintained in accordance with generally accepted accounting principles. The Tenant shall have the right to have a representative present during such audit. The Tenant shall keep and preserve, or cause to be kept and preserved, its records for each Fiscal Year for a period of not less than sixty (60) months after the expiration of said Fiscal Year. The Tenant shall also retain copies of all sales and tax returns covering its operations at the Tenant for each Fiscal Year for a period of sixty (60) months following such Fiscal Year, and any other governmental tax or other returns which show the Tenant's sales therein, and shall, upon demand, deliver photographic copies thereof to the Authority at no cost. The Tenant will cooperate with the Authority and its auditors in order to facilitate the Authority's examination of records and accounts. Section 8.2 Audit. The Tenant shall deliver or cause to be delivered to the Authority within one hundred twenty (120) days after the end of each Fiscal Year, a financial statement for the prior Fiscal Year for the Tenant's operations at the Subleased Premises, prepared and certified by a CPA employed at Tenant's sole cost and expense. The CPA shall certify that he made a complete examination of the books, state sales tax returns, and federal income tax returns of the Tenant, and that the financial statement is prepared in accordance with generally accepted accounting principles and practices and represents the revenue and expenses of the Tenant for the period indicated therein. At its option, the Authority may cause, at its sole cost and expense, a complete audit to be made of the Tenant's business affairs, records, files, sales slips and sales tax records in connection with the Tenant's operations on, from or related to the Subleased Premises for the period covered by any financial statement, report or record furnished by the Tenant to the City, provided that with respect to any given Fiscal Year, the Authority's audit rights hereunder shall expire sixty (60) months following the expiration of such Fiscal Year. ARTICLE IX LICENSES; COMPLIANCE WITII LAWS Section 9.1 Licenses and Permits. The Tenant shall, at the Tenant's sole cost and expense, obtain any and all licenses and permits necessary in connection with the Tenant's use and occupancy of the Subleased Premises and its maintenance of the Heliport and the Subleased Premises. Section.9.2 Compliance with Laws. The Tenant accepts this Sublease and hereby acknowledges that the Tenant's compliance with all Applicable Laws, ordinances and codes of federal, state and local governments, as they may apply to this Sublease, including but not limited to building codes and zoning restrictions, is a condition of this Sublease and the Tenant shall comply therewith as the same presently exist and as they may be amended hereafter. 23 ARTICLE X ALTERATION OF PREMISES Section 10.1 Change/Alterations. Except during the initial construction of the Heliport which shall be handled in accordance with the terms and conditions of the Development Agreement and for purposes of providing services and repairs as outlined in Sections 4.3, 4.4 and 4.5, the Tenant shall not make or allow to be made any structural alterations, alterations to the exterior of the Heliport, expansion of the restaurant, or alterations to the electrical, mechanical or plumbing systems servicing the Heliport which require a permit (each a "Major Alteration" and collectively the "Major Alterations"), without first obtaining the written consent of the Executive Director of the Authority, which consent shall be granted or denied within fifteen (15) City Business Days of the Tenant's provision of all documents concerning the Alteration reasonably required by the Authority including proof of funding and/or its financing plans. The Tenant shall be permitted to perfoiui any other alterations to the Subleased Premises which are not Major Alterations, including without limitation alterations to interior improvements and exhibits (collectively, "Permitted Alterations"), without the Authority's consent. Any construction undertaken in or to the Subleased Premises shall be perfoinued in accordance with this Article and the other provisions of this Sublease. All Major Alterations shall require the City Manager's prior written approval, which shall be granted or denied within fifteen (15) City Business Days of request. Failure of the Executive Director or the City Manager to respond within said fifteen (15) day period shall be deemed approval. Section 10.2 Manner of Construction. The Authority may impose, as a condition of its consent to all Major Alterations or repairs that constitute Major Alterations on or about the Subleased Premises, such requirements as the Authority, in its reasonable discretion, may deem desirable, including, but not limited to, the requirement that the Tenant obtain bonds and Builder's Risk Insurance. The Tenant shall construct such Major Alterations or repairs in conformance with any and all applicable rules and regulations of any Federal, State, County or municipal code or ordinance and pursuant to a valid building permit (if required for the Major Alteration), issued by the local jurisdiction in which the Subleased Premises is located. In any event, a licensed contractor shall perfoiui all mechanical, electrical, plumbing, air conditioning, permanent partition and ceiling tile work, and such work shall be perfoinied at the Tenant's sole cost. All work, with respect to any Alterations or repairs, must be done in a good and workmanlike manner and diligently prosecuted to completion. Upon completion of any Major Alterations, the Tenant agrees to deliver to the Authority a copy of the "as built" drawings of the Major Alterations, if the Major Alterations would customarily generate "as builts" and record any necessary notices to evidence completion as would be customary in the State where the Subleased Premises is located. All Alterations, repairs and improvements to the Subleased Premises shall be performed and done strictly in accordance with the laws and ordinances relating thereto. Section 10.3 Liens. The Tenant shall not suffer or permit any liens of any kind to be filed against the title to the Property, Subleased Premises or the Heliport, nor against the Tenant's interest in the Property or Subleased Premises by any reason whatsoever including but limited to work, labor, services or materials supplied to the Tenant or anyone having a right to 24 possession of the Property, the Subleased Premises or the Heliport as a result of an agreement with the Tenant or Internal Revenue Service or tax liens. Nothing in this Agreement shall be construed as constituting the consent or request of the City and the Authority, expressed or implied, by inference or otherwise, to any contractor, subcontractor, laborer or materialman for the performance of any labor or the furnishing of any materials, for any specific work on the Property, Subleased Premises or the Heliport nor as giving the Tenant the right, power or authority to contract for or permit the rendering of any services or the furnishing of any materials that would give rise to the filing of any mechanics' liens against the Authority's or the City's interest in the Property, the Subleased Premises or the Heliport. If any liens shall at any time be filed against the Property, the Subleased Premises or the Heliport, the Tenant shall cause it to be discharged of record within thirty (30) days after the date the Tenant has knowledge of its filing. If the Tenant shall fail to discharge a lien within that period, then in addition to any other right or remedy, the City or the Authority may, but shall not be obligated to, discharge the lien either by paying the amount claimed to be due or by procuring the discharge of the lien by deposit in court or bonding. The City or the Authority shall be entitled, if it so elects, to compel the prosecution of any action for the foreclosure of the mechanics' lien by the lienor and to pay the amount of the judgment, if any, in favor of the lienor with interest, costs and allowances with the understanding that all amounts paid by the City or the Authority shall be repaid to the City or the Authority by the Tenant immediately upon rendition of any invoice or bill. The Tenant shall not be required to pay or discharge any mechanics' lien so long as the Tenant shall in good faith proceed to contest the lien by appropriate proceedings and if the Tenant shall have given notice in writing to the City or the Authority of its intention to contest the validity of the lien and shall furnish reasonably satisfactory evidence that funds are or will be available to pay the amount of the contested lien claim with all interest on it and costs and expenses, including reasonable attorneys' fees to be incurred in connection with it. Neither the City nor the Authority shall be entitled to pay the lien or compel the prosecution of any action with respect thereto during any time that the Tenant is contesting such lien. ARTICLE XI AUTHORITY'S INSPECTION AND RIGHT OF ENTRY Section 11.1 Inspection by Authority. The Authority or its designee shall have the right to make periodic reasonable inspections of all the Subleased Premises and improvements thereof, during normal Business Hours to determine if such are being maintained in a neat and orderly condition, and whether the Tenant is operating in compliance with the terms and provisions of this Sublease. Section 11.2 Authority's Riuht of Entry. The Tenant agrees to permit the Authority or its designee to enter upon the Subleased Premises at all reasonable times upon advance written notice, for any purpose the Authority deems necessary to, incident to, or connected with the performance of the Authority's duties and obligations hereunder or in the exercise of its rights and functions. The Authority's rights under this Article XI shall not unreasonably interfere with the operation of the Heliport. 25 ARTICLE XII INDEMNIFICATION AND INSURANCE Section 12.1 Indemnification by Tenant. The Tenant shall indemnify, protect, defend and hold haiiuless the Authority and the City, their officials and employees, from and against any and all claims, suits, actions, damages or causes o.f action of whatever nature arising out of the use or operation of the Subleased Premises, including specifically, without limiting the generality of the foregoing, compliance with applicable laws, whether such claim shall be made by an employee or member of the Tenant, an employee of the Authority, an employee of the City, or by any third party, and whether it relates to injury to persons (including death) or damage to property and whether it is alleged that the Authority or the City, or their employees or officials were negligent; provided, however; that this indemnity shall not extend to or cover any claims, suits, actions, damages or causes of action arising out of the gross negligence or willful misconduct of the City or the Authority, or anyone acting by, through or under either of them. 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 from and against all reasonable costs, attorneys' fees, expenses and liabilities incurred in and about the defense of any such claims and the investigation thereof. The Tenant shall further indemnify, defend, protect and hold the Authority and the City harmless from and against any and all claims arising from any breach or default in perfoulliance of any obligation on the Tenant's part to be perfoinied under the terms of this Sublease, or arising from any act, neglect, fault or omission of the Tenant, its members, agents, contractors and employees, from and against all reasonable costs, attorneys' fees, expenses and liabilities incurred in connection with such claim or any action or proceeding brought thereon. In case any action or proceeding shall be brought against the Authority and/or the City by reason of any claim covered by the Tenant's indemnity hereunder, the Tenant upon notice from the Authority or the City shall defend the same at the Tenant's expense by counsel approved in writing by the Authority and the City, subject to the City Attorney's approval, which approval shall be in the City Attorney's sole discretion. The Authority and the City reserve the right to defend themselves, provided that in actions against both they use the same counsel, if no conflict prevents it, and fees charged byithe counsel selected are reasonably acceptable to the Tenant. The Tenant shall notify the Authority and the City, in writing, of any claim or action filed, of whatever nature, arising out of the use or operation of the Subleased Premises by the Tenant, its members, agents, contractors or employees, which claim or action could result in liability for the City or the Authority within five (5) days following receipt of notice of any such claim. Section 12.2 Insurance. During the period from the commencement of construction of the Heliport through the Completion Date, the Tenant shall maintain the insurance coverage required of the Tenant under the Development Agreement. The Tenant, at its sole cost and expense, shall obtain and maintain in full force and effect at all times from and after the Completion Date and throughout the remaining Term of this Sublease and through any periods of extensions, such insurance coverage as required by the City's'Department of Risk Management and in accordance with minimum requirements for heliport operations, as described in ExhibitC. 26 12.2.1 The Authority and the City reserve the right to amend the insurance requirements by the issuance of a notice in writing to the Tenant, provided that any new or amended requirements are consistent with industry standards for similar uses and facilities. The Tenant shall provide any other insurance or security reasonably required by the Authority or the City. 12.2.2 The policy or policies of insurance required shall be so written that the policy or policies may not be canceled or materially changed without thirty (30) days advance written notice to the Authority and City. Said notice should be delivered to the address indicated herein for the Authority and City or to such other address as may be designated by the Authority and City from time to time by written notice to the Tenant and its insurer(s). Notwithstanding any provision to the contrary contained in this Sublease, a cancellation of any required insurance policies shall result in the Tenant's immediate cessation of operation of the Heliport, without any notice required of the City or the Authority. If such cessation shall continue for a period of more than fifteen (15) calendar days, this Sublease shall automatically terminate, without any notice required of the City or the Authority. 12.2.3 A current Evidence of Insurance and Policy of Insurance evidencing the aforesaid required insurance coverage shall be supplied to the Authority and the City on or before the Completion Date and a new Evidence and Policy shall be supplied at least twenty (20) days prior to the expiration of each such policy. Notwithstanding the foregoing, insurance policies may be provided as soon as same are available, in the event the insurance is bound, but actual policies have not been issued by the dates specified. Insurance policies required above shall be issued by companies authorized to do business under the laws of the State of Florida, with the following qualifications as to management and financial strength: the company should be rated "A" as to management, and no less than class "X" as to financial strength, in accordance with the latest edition of Best's Key Rating Guide. Receipt of any documentation of insurance by the Authority or the City or by any of their representatives which indicates less coverage than required does not constitute a waiver of the Tenant's obligation to fulfill the insurance requirement herein. In the event the Tenant shall fail to procure and place such insurance, the Authority may, but shall not be obligated to, procure and place same, in which event the amount of the premium paid shall be paid by the Tenant to the Authority as Additional Rent upon demand and in each instance be collectible on the first day of the month or any subsequent month following the date of payment by the Authority. Failure to pay such amount within the time frame provided shall constitute a default of this Sublease as provided, in Section 19.1 below. The Tenant's failure to procure insurance shall in no way release the Tenant from its obligations and responsibilities as provided herein. Section 12.3 Waiver of Subrogation. The Tenant waives all rights to recover against the Authority and the City or their officers, employees, agents and representatives, for any damage arising from any cause covered by any insurance required to be carried by the Tenant, or any insurance actually carried by the Tenant, except in the case of a loss resulting from the gross negligence or willful misconduct of the City, the Authority or anyone acting by, through or under 27 either of them. The Tenant shall cause its insurer(s) to issue appropriate waiver of subrogation rights endorsements to all policies of insurance carried in connection with the Subleased Premises. Section 12.4 No Liability of Authority or City. The Authority and the City shall not be liable for injury or damage which may be sustained by a person, goods, wares, merchandise or other property of the Tenant, or the Tenant's employees, invitees, officers, agents and customers, or by any other person in or about the Subleased Premises caused by or resulting from any peril which may affect the Subleased Premises, including, without limitation, fire, steam, electricity, gas, water or rain, which may leak or flow from or into any part of the Subleased Premises, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the Subleased Premises whether such damage or injury results from conditions arising upon the Subleased Premises, or from other sources. ARTICLE XIII DAMAGE AND DESTRUCTION Section 13.1 Destruction of Subleased Premises. During the period from the commencement of construction of the Heliport through the Completion Date, the provisions of Section 7.5 of the Development Agreement shall govern with regard to the use of insurance proceeds and reconstruction of the Heliport after a loss or damage. From and after the Completion Date through the end of the Term, if the Heliport shall be damaged by fire or other loss or damage, the Tenant shall promptly notify the Authority and the City of such damage and, subject to the provisions of Section 13.2 through 13.4 below, shall at its sole cost and expense, after settling any insurance claim, proceed with reasonable diligence, but in no event later than ninety (90) days following the settlement, to commence to rebuild, replace and repair the Heliport to a condition comparable to the condition that existed prior to the loss or damage. The Tenant shall diligently and continuously pursue such rebuilding, replacement and repair within a reasonable time based upon the extent of the repairs required. In the event more than 50% of the gross floor area of the Heliport is damaged, the Tenant shall diligently and continuously pursue all rebuilding, replacement or repair work which shall be substantially completed not later than thirty (30) months following commencement of such work. Failure to commence or complete the repair, replacement or rebuilding within the time herein stipulated, subject to Unavoidable Delay, shall give the Authority the right to terminate this Sublease. All Rent due hereunder and all obligations to provide In Kind Services shall abate after the occurrence of a loss or damage until the date that the reconstruction work on the Subleased Premises is completed. Neither the Authority nor the City shall be liable for interruption to the Tenant's business or for damage to or replacement or repair of the Tenant's personal property (including, without limitation, inventory, trade fixtures, floor coverings, furniture and other property removable by the Tenant under the provisions of this Sublease) or to any improvements installed in the Subleased Premises, resulting from loss or damage. 28 Section 13.2 Tenant's Option to Terminate Lease. If (a) the Heliport is damaged as a result of any cause which is not covered by the Tenant's insurance, or (b) the Heliport is damaged or destroyed in whole or in part during the last three (3) years of the Term, or (c) fifty percent (50%) or more of the Heliport's gross floor area is damaged, or (d) the insurance proceeds received are insufficient to complete the repairs, or (e) any Leasehold Mortgagee applies all or a portion of the insurance proceeds to the repayment of the Leasehold Mortgage, or (f) the Tenant is unable to obtain all of the governmental approvals required under Applicable Laws for the reconstruction of the Subleased Premises, then, in any of such events, the Tenant may elect to terminate this Sublease by giving to the Authority notice of such election within ninety (90) days after the occurrence of the settlement. If such notice is given, the rights and obligations of the parties shall cease as of the date of such notice, and Rent (other than any Additional Rent due the Authority by reason of the Tenant's failure to performs any of its obligations hereunder prior to the date of such notice) shall be adjusted as of the date of suchloss or damage. Section 13.3 Authority's Option to Terminate Lease. If (a) the Heliport is damaged or destroyed in whole or in part during the last year of the Term, and fifty percent (50%) or more of the Heliport's gross floor area is damaged, or (b) the rebuilding, replacement or repair work has not commenced or has not been completed within the time set forth in Section 13.1 above, then in any of such events, the Authority may elect to terminate this Sublease by giving to the Tenant written notice of such election within ninety (90) days after the date of the failed condition. If such notice is given, the rights and obligations of the parties shall cease as of the date of such notice, and the Tenant shall immediately vacate the Subleased Premises as if the Tenn had expired. Section 13.4 Demolition and Reconstruction. If the Heliport shall be so substantially damaged that it is reasonably necessary in the Tenant's judgment to demolish the Heliport for the purpose of reconstruction, the Tenant may demolish the same. All restoration, repairs and reconstruction of the Heliport and other improvements on the Subleased Premises under this Article shall be performed by the Tenant in compliance with the terms and conditions of this Sublease governing repairs and Alterations; provided, however, that in the case of a casualty that damages or destroys more than fifty percent (50%) of the Heliport, the Tenant's restoration and reconstruction of the Heliport shall be performed under the same terms and conditions applicable to the initial construction of the Heliport under the Development Agreement, except to the extent the provisions thereof may no longer apply (such as, by way of example, the requirement for a major use special permit). Notwithstanding anything to the contrary, it is agreed that all reconstruction shall commence not later than ninety (90) days following the settlement and shall be completed not later than thirty (30) months thereafter, subject in each case to Unavoidable Delay. Section 13.5 Insurance Proceeds. If this Sublease is not terminated pursuant to Sections 13.2 or 13.3,the Tenant shall disburse and apply any insurance proceeds received by the Tenant (or any separate funds of the Tenant, if the insurance proceeds are applied to any Leasehold Mortgages) to the restoration and rebuilding of the Heliport in accordance with this Article. If this Sublease is terminated pursuant to Section 13.2 or 13.3, then the Authority and the City shall be entitled to receive all of the insurance proceeds subject to any rights of any 29 Leasehold Mortgagee approved by the Authority. The rights of Leasehold Mortgagees approved by the Authority with respect to insurance proceeds shall be paramount to any other party. ARTICLE XJV EMLNENT DOMAIN Section 14.1 Complete Permanent Taking. If the whole of the Subleased Premises, or a material portion thereof is taken under power of eminent domain or sold, transferred or conveyed in lieu thereof, this Sublease shall terminate and become null and void on the date the Tenant is required to yield possession thereof to the condemning authority. Upon said termination, the parties shall be relieved of all duties, obligations and liabilities arising under this Sublease from and after the date of termination. The award or awards of damages allowed to the Authority or the Tenant shall be paid as follows: First: There shall be paid all expenses, if any, including reasonable attorneys' fees, incurred by the Authority and the Tenant in such condemnation suit or conveyance and, if the condemnation occurs prior to the Completion Date, the Tenant shall be fully reimbursed for all construction financing proceeds theretofore disbursed (both by any Leasehold Mortgagee and/or by or on behalf of the Tenant); and Second: The Authority and the Tenant shall be paid portions of the balance of said award or awards which are allocable to and represented by the value of their respective interests in the Subleased Premises and the Heliport as found by the court or jury in its condemnation award. Section 14.2 Partial Peinianent Taking. In the event that less than all of the Subleased Premises shall be taken by condemnation or deed in lieu thereof and the Tenant shall be of the good faith opinion that it is -economically feasible to .effect restoration thereof, then this Sublease and all the covenants, conditions and provisions hereunder shall be and remain in full force and effect as to all of the Subleased Premises not so taken. The Tenant shall restore the Heliport so that it will be comparable to the Heliport prior to the condemnation, taking into consideration the fact of the condemnation, unless a Leasehold Mortgagee applies the condemnation award to its Leasehold Mortgage, in which event the Tenant shall not be required to restore the Heliport. The award or awards of damages allowed the Authority and the Tenant shall be paid to and received by the parties as follows: First: There shall be paid all expenses, if any, including reasonable attorneys' fees, incurred by the Authority and the Tenant in such condemnation suit or conveyance; Second: There shall be paid to the Tenant the amount required to complete the restoration of the Heliport; and 30 Third: The Authority and the Tenant shall be paid portions of the balance of said award or awards which are allocable to and represented by the value of their respective interests in the Subleased Premises and the Heliport as found by the court or jury in its condemnation award. Section 14.3 Temporary Taking. In the event of temporary taking of all or any portion of the Subleased Premises for a period of thirty (30) days or less, then this Sublease shall not terminate. The Tenant shall be entitled to receive the entire award made in connection with any such temporary taking. ARTICLE XV ASSIGNMENTS AND SUBLETTING Section 15.1 Assignment and Subletting of Subleased Premises. Except as specifically provided in Article XVI and Section 15.2 below, the Tenant shall not, at any time during the Term of this Sublease, transfer, assign or sublet this Sublease, the teiui or estate hereby granted, or any interest hereunder, nor enter into any license or concession agreements with respect thereto, nor permit any third party or parties other than the Tenant, its authorized agents, employees, invitees and visitors to occupy the Subleased Premises or any portion thereof -(hereinafter individually and collectively referred to as a "Transfer") without first procuring the written consent of the Authority, which consent may be granted, conditioned or withheld in the sole discretion of the Authority. Any such attempted or purported Transfer, without the Authority's prior written consent, shall be void and of no force or effect, shall not confer any interest or estate in the purported transferee ("Transferee"), shall constitute a default under this Sublease and shall permit the Authority, at its election, to terminate this Sublease. It is agreed that all terns and conditions of this Sublease shall extend to and be binding on all Transferees as may be approved by the Authority. Unless released by the Authority or released under Section 15.4, the Tenant shall be liable for acts and omissions by any Transferee affecting this Sublease. The Authority reserves the right to directly terminate any Transferee for any cause for which the Tenant may be terminated. The Tenant shall reimburse to the Authority, as Additional Rent, all costs and expenses, including reasonable attorneys' fees, which the Authority incurs by reason of or in connection with a Transfer, and all negotiations and actions with respect thereto, such Additional Rent to be due and payable within thirty (30) days of receipt of a statement of such costs and expenses from the Authority. Section 15.2 Permitted Transfers. The Authority recognizes that the Tenant may not operate on its own certain elements of the Heliport, i.e., Ancillary Uses. Accordingly, notwithstanding the terms of Section 15.1, the Tenant shall be entitled to enter into licenses, concession agreements, management agreements, employment and other similar agreements and arrangements with a Transferee for the purpose of implementing any use, operation or activity permitted under this Sublease, without the consent of the Authority. By way of example (and not limitation), the Tenant may enter into a separate license, concession or operating agreement with •31 a third party for the purpose of operating any of the Ancillary Uses without the consent of the Authority, so long as the agreement governing the relationship of the Tenant and such party (i) automatically terminates if this Sublease is terminated for any reason, (ii) requires such party to carry insurance customary for similar operators and operations and shall list the Authority and City as Additional Insureds, (iii) is subordinate to this Sublease, and (iv) provides a service expressly permitted under this Sublease. If requested by the Authority, the Tenant shall provide to the Authority copies of all sub -subleases, licenses, concession agreements, management agreements, employment and .other similar agreements, and amendments thereto. Section 15.3 Acceptance of Rent from Transferee. The acceptance by the Authority of the payment of Rent following any Transfer prohibited by this Article XV shall not be deemed to be a consent by the Authority to any such Transfer, nor shall the same be deemed to be a waiver of any right or remedy of the Authority hereunder. Section 15.4 No Release of Tenant. Any assignment, sub -sublease, pledge, encumbrance of this Sublease or Transfer in violation of this Sublease or without the Authority's prior written consent (when consent is required under the terms hereof), shall at the option of the Authority, constitute a default of this Sublease. A Transfer of all of the Tenant's interest under this Sublease permitted by this Article XV and approved by the Authority shall release the Tenant from the obligation to pay the Minimum Base Rent and/or Percentage Rent, Additional Rent and to perform all other obligations of the Tenant under this Sublease. The Authority's acceptance of Rent from any other person is not a waiver of any provision of this Article XV. Consent to one transfer is not a consent to any subsequent transfer. If the Tenant's Transferee defaults under this Sublease and the Tenant has not otherwise been released from liability hereunder, the Authority may proceed directly against the Tenant without pursuing remedies against the Transferee, or against the Transferee and then also proceed directly against the Tenant under this Sublease. Any action by the Authority against the Tenant shall not release the Transferee. The Authority may consent to subsequent Transfers or modifications of this Sublease by the Tenant's Transferee, without notifying the Tenant or obtaining its consent. Such action shall not relieve the Tenant's liability under this Sublease or the liability of the Transferee. Section 15.5 Event of Bankruptcy. If this Sublease is assigned to any person or entity pursuant to the provision of the United States Bankruptcy Code, 11 U.S.C. §§ 101 et seq. or any successor thereto (the "Bankruptcy Code"), any and all monies or other consideration payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to the Authority, shall be and remain the exclusive property of the Authority, and shall not constitute the property of the Tenant or of the estate of the Tenant within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting the Authority's property under this Section not paid or delivered to the Authority shall be held in trust for the benefit of the Authority and shall be promptly paid or delivered to the Authority. Any person or entity to which this Sublease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed without further act or deed to have assumed all of the obligations arising under this Sublease on and after the date of such assignment. Any use of the Subleased Premises in violation of the provisions of this Sublease shall result in the immediate, automatic termination of this Sublease, it being the intent of this agreement that the Subleased Premises be used exclusively for the purposes herein authorized and as permitted under the Deed Restrictions. 32 ARTICLE XVI MORTGAGE FINANCING, RIGHTS OF MORTGAGEE Section 16.1 Leasehold Mortgages. The Tenant, and any successor or assign of the Tenant, may, from time to time pledge, mortgage or encumber the Leasehold Estate and any other.. interests of the Tenant under this Sublease to a Leasehold Mortgagee. Any such pledge, mortgage or encumbrance upon the Leasehold Estate demised hereunder, as the same may be extended, modified, amended or replaced, is herein referred to as a "Leasehold Mortgage." The Tenant's right to place a Leasehold Mortgage against the Tenant's leasehold estate is subject to the Tenant not being in default under this Sublease at the time a Leasehold Mortgage is made. Any Leasehold Mortgage shall by its terms be made expressly subject to all of the Authority's rights under the provisions, covenants, conditions, exceptions and reservations herein contained. The Leasehold Mortgage documents shall expressly provide that the Leasehold Mortgagee notify the Authority of default by the Tenant under the Leasehold Mortgage prior to commencing foreclosure proceedings. The Authority shall not be bound to recognize any Leasehold Mortgagee or to give any Leasehold Mortgagee the notices, rights and protections contemplated under this Sublease unless such Leasehold Mortgagee or the Tenant shall have notified the Authority of the existence of such Leasehold Mortgage and of the name and United States address of such Leasehold Mortgagee. The Tenant shall deliver to the Authority promptly after execution by the Tenant a true and verified copy of any Leasehold Mortgage, and/or any amendment, modification or extension thereof, together with the name and address of the owner and holder thereof. The Tenant may not encumber the Leasehold Estate as security for any indebtedness of the Tenant the proceeds of which are used to finance any other property (i.e. other than the Subleased Premises) now or hereinafter owned or operated by the Tenant. Section 16.2 Rights of Leasehold Mortgagees. The Authority hereby agrees with and for the benefit of each Leasehold Mortgagee and the successors and assigns of each Leasehold Mortgagee: (a) When giving notice to the Tenant with respect to any default under this Sublease or any exercise of any right to terminate this Sublease, the Authority, if so requested by a Leasehold Mortgagee under Section 16.1 above, will also give a copy of such notice to each Leasehold Mortgagee at the address of each Leasehold Mortgagee furnished to the Authority, and no such notice to the Tenant shall be deemed to have been duly given nor shall such noticebe effective unless such notice is also given in said manner to each such Leasehold Mortgagee. (b) In case the Tenant shall default in respect of any of the provisions of this Sublease, any Leasehold Mortgagee shall have the right, but not the obligation, to cure such default whether the same consists of the failure to pay Minimum Base Rent and/or Percentage Rent or the failure to perfoiin any other covenant which the Tenant is required to perform under this Sublease, and the Authority shall accept perfoiniance by or on behalf of such Leasehold Mortgagee as though, and with the same effect as if, the 33 same had been done or performed by the Tenant. A Leasehold Mortgagee will have a period of time after the service of such notice upon it within which to cure the default specified in such notice, or cause it to be cured, which is the same period for cure, if any, as is given to the Tenant under this Sublease in respect of the specified default after the giving of such notice to the Tenant, plus an additional period of thirty (30) days. In the event of a default (or in the event that the Authority is seeking to terminate this Sublease by reason of a default) which is curable without Leasehold Mortgagee being in possession and control of the Heliport, but cannot reasonably be cured within said period, the period of time for cure shall be extended for so long as any Leasehold Mortgagee is diligently and continuously proceeding to attempt to cure such default, provided that the Leasehold Mortgagee has begun proceedings to cure the default within said period. In no event shall a default due to a failure to pay Minimum Base Rent and/or Percentage Rent or Additional Rent be deemed a default which cannot be reasonably cured within such additional period of thirty (30) days. (c) With respect to any nonmonetary default by the Tenant under this Sublease that is not susceptible of being cured by the Leasehold Mortgagee without being in possession and control of the Heliport , the Authority shall take no action to terminate this Sublease on account of such default if, within ninety (90) days after notice of the default from the Authority (subject to any bankruptcy stays), the Leasehold Mortgagee shall have commenced appropriate proceedings to obtain possession of the Subleased Premises (including possession by a receiver) or to foreclose the Leasehold Mortgage or otherwise to acquire the Tenant's interest under this Sublease and the Subleased Premises, and shall thereafter be prosecuting the same to completion in good faith, with diligence and continuity (subject to any bankruptcy stays); provided, however, that: (i) the Leasehold Mortgagee shall not be obligated to continue any such possession or to continue such foreclosure proceedings or other action after the default shall have been cured; (ii) the Authority shall not be precluded from exercising any rights or remedies with respect to any other default by the Tenant under this Sublease during the pendency of such foreclosure proceedings; (iii) during the period of the Authority's forbearance, the Leasehold Mortgagee shall comply with such of the terms, covenants and conditions of this Sublease as are then susceptible of compliance by the Leasehold Mortgagee; (iv) if and after the Leasehold Mortgagee obtains possession of the Subleased Premises or acquires the Tenant's interest under this Sublease, the Leasehold Mortgagee shall promptly commence and diligently pursue the curing of all defaults under this Sublease then susceptible of being cured by the Leasehold Mortgagee, and all other defaults of the Tenant not then susceptible of being cured by the Leasehold Mortgagee shall be deemed to have been waived by the Authority upon completion of such foreclosure proceedings or acquisition by the Leasehold Mortgagee; and (v) if a.,third party acquires the Tenant's interest under this Sublease at the foreclosure sale, such party shall promptly commence and diligently pursue the curing of all defaults under this Sublease then susceptible of being cured by such party, and all other defaults of the Tenant not then susceptible of being cured by such party shall be deemed to have been waived by the Authority upon such acquisition. 34 (d) A Leasehold Mortgagee (or its designee or nominee) may become the legal owner and holder of the interest of the Tenant under this Sublease, including, without limitation, ownership of the Heliport, by foreclosure or other enforcement proceedings, or by obtaining an assignment of this Sublease in lieu of foreclosure or through settlement of or arising out of any pending or threatened foreclosure proceeding, without the Authority's consent, subject always to' the applicable terms and provisions of this Sublease. (e) The Authority agrees that in the event of termination of this Sublease for any reason (other than a default by the Tenant beyond the applicable cure period, for which Leasehold Mortgagee was provided notice and an opportunity to cure in accordance with this Article), that the Authority will enter into a new lease of the Subleased Premises with Leasehold Mortgagee or its designee for the remainder of the Tenn, effective as of the date of such termination, at the rent and upon the terms, provisions, covenants and agreements as herein contained, provided: (i) Leasehold Mortgagee, or its designee, shall make written request upon the Authority for such new lease within thirty (30) days after the Authority has given Leasehold Mortgagee notice of such termination. (ii) Said written request shall be accompanied by payment of all past due rents and other charges owing to the Authority hereunder of which Leasehold Mortgagee shall have been given notice, and, thereafter such monetary obligations shall be maintained current through the time of the execution and delivery of said new lease. (iii) The lessee under such new lease shall automatically have the same right, title and interest in and to the Subleased Premises as the Tenant had under the terminated Sublease. (iv) The new lease does not violate the Deed Restrictions. (f) The Authority agrees, promptly after submission, to execute, acknowledge and deliver any agreements modifying this Sublease and the Development Agreement requested by any Leasehold Mortgagee, provided that such modifications do not decrease the Tenant's obligations, or increase the Tenant's rights, or decrease the Authority's rights. (g) The provisions of this Article XVI in favor of the Leasehold Mortgagee shall inure to the benefit of the Leasehold Mortgagee and its successors, assigns and designees, and also any other, purchaser or transferee of this Sublease pursuant to any foreclosure or bankruptcy proceedings, or assignment in lieu thereof. (h) Notwithstanding any contrary provision of this Sublease, the Leasehold Mortgagee shall not be liable or responsible in any respect for any of the Tenant's obligations under this Sublease unless and until the Leasehold Mortgagee becomes the owner and holder of this Sublease through foreclosure or bankruptcy proceedings, or assignment in lieu thereof. 35 Section 16.3 Notices to/from Leasehold Mortgagees. Any notice or other communication which the Authority shall desire or is required to give to or serve upon Leasehold Mortgagee shall be in writing and shall be served personally or by overnight courier service (such as Federal Express or UPS) addressed to such Leasehold Mortgagee at its address as set forth in the notice to the Authority, or at such other address as shall be designated from time to time by such holder by notice in writing given to the Authority. Any notice or other communication which any Leasehold Mortgagee shall .desire or is required to give to or serve upon the Authority shall be deemed to have been given or served if sent as set forth in the provisions of this Sublease providing for notices to the Authority. ARTICLE XVII OWNERSHIP OF IMPROVEMENTS Upon expiration or termination of this Sublease Agreement, the Heliport shall be owned by the City and the Tenant shall assign and deliver to the City all documents to reflect such ownership. Furthermore, title to all Alterations made in or to the Subleased Premises during the Tenn shall, unless otherwise provided by written agreement, be and upon their completion become the property of the City. Any furniture, furnishing, equipment, or other articles of movable personal property owned by the Tenant and located in the Subleased Premises, shall be and shall remain the property of the Tenant and may be removed by it at any time during the Tenn. of this Sublease. However, if any of the Tenant's property is removed during or at the end of the Tell'', and such removal causes damage to the Subleased Premises, the Tenant shall repair such damage at its sole cost and expense. Any property belonging to the Tenant and not removed by the Tenant at the expiration or earlier termination of the Sublease, shall at the election of the Authority, be deemed to be abandoned by the Tenant, and the Authority may keep or dispose of such property and restore the premises to good order within ten (10) days after disposal (if that be the case). At the expiration of the term of this Sublease, the Tenant shall deliver to the Authority the keys and combination to all safes, cabinets, vaults, doors and other locks left by the Tenant on the Subleased Premises. ARTICLE XVIII SIGNAGE, WATSON-ISLAND ASSOCIATION Section 18.1 Buildina Signage. The Tenant, at its sole cost and expense, may install identification signage on the Heliport in accordance with the plans attached to the approved development order, provided that the Tenant complies with all Applicable Laws and legal requirements, including the requirements set forth in the City of Miami Code and Zoning Ordinance adopted at the time of review. The Tenant agrees to comply with any future signage criteria adopted for Watson Island with respect to any signage installed by the Tenant after the date of the adoption of such signage criteria. During the Tean.i, the Heliport shall always be known as, and named, the "Watson Island Heliport", which name shall be prominently displayed 36 on any signage on the Heliport. Upon the expiration or earlier termination of this Sublease, for any reason, the Tenant shall, at its sole cost and expense, remove and dispose of all signs located on the Subleased Premises, and shall repair any damage caused by such removal. The Tenant's intention with respect to signage for the Heliport shall be included in the scope of work during construction of the Heliport. The content and appearance of all signage on the exterior of the Heliport shall be subject to the approval of the City and the Authority, which shall not be unreasonably withheld, conditioned or delayed. Section 18.2 Watson Island Signage System. The Tenant understands that the City desires to provide a neat and consistent look to all directional signs placed on the rights -of -way adjacent to Watson Island and on Watson Island through an island -wide signage system. Accordingly, the City will, at the City's expense, develop a pathfinder/directional-type signage system, directing visitors to the various sites on Watson Island, by a graphic design firm selected by the City. The cost of fabrication and installation of the City's signage system for Watson Island (the "Directional Signage Costs") shall be shared by all of the parties benefiting from the signage on a pro rata basis, and the Tenant agrees to pay its pro rata share thereof. The Tenant's obligations hereunder are purely monetary, and it shall have no responsibility whatsoever for the design, fabrication or installation of the City's directional signage system. Section 18.3 Watson Island Association. The Tenant acknowledges the City's intent to fount an association that will have, as its primary purpose, the promotion and marketing of Watson Island, the maintenance and administration of common areas, and the enforcement of all existing and future rules and regulations affecting the island; including, by way of example, landscaping and directional signage guidelines. The Tenant agrees it shall participate in, and contribute financially to, the establishment and operation of the Watson Island Association, so long as the association does not impose an unreasonable financial burden on the Tenant. It is hereby agreed that the costs passed through to the Tenant through the Waston Island Association shall not include the cost of installation of infrastructure (i.e., roadways, utilities and the like) on Watson Island. The amount of the Tenant's contribution, and that of all other occupants or tenants in Watson Island, shall be established by the City in an equitable, non-discriminatory and reasonable manner. .The parties acknowledge that the existing tenants of Watson Island (other than the Tenant) are not currently obligated to participate in the Watson Island Association. In no event shall the Tenant's contribution include (i) costs and expenses associated with or relating solely to the tenants of portions of Watson Island not participating in the Watson Island Association, or (ii) assessments that would have been made against such non -participating tenants if they had agreed to participate in the association. The City shall disclose to the Tenant in writing the manner in which it has established the Tenant's contribution and the basis therefor. The Tenant shall have the right to review the invoices, paid receipts and other supporting documentation for the costs and expenses for which it is being assessed by the association. ARTICLE XIX DEFAULT PROVISIONS Section 19.1 Events of Default - Tenant. 37 (a) Events of Tenant's Default. Each of following events is defined as an "Event of Tenant's Default": (i) The failure of the Tenant to pay any installment of Rent when due and the continuance of the failure for a period of thirty (30) days after notice in writing from the Authority to the Tenant; (ii) The failure of the Tenant to perform any of the other covenants, conditions and agreements of this Sublease on the part of the Tenant to be performed; and the continuance of the failure for a period of thirty (30) days after notice in writing (which notice shall specify the respects in which the Authority contends that the Tenant has failed to perform any of the covenants, conditions and agreements), except in the event of a lien or lapse of insurance, for which written notice shall not be required, from the Authority to the Tenant, be given from the Authority to the Tenant, unless with respect to any default which cannot be cured within thirty (30) days, the Tenant, or any person holding by, through or under the Tenant, in good faith, promptly after receipt of written notice, shall have commenced and continued diligently to reasonably prosecute all action necessary to cure the default; (iii) The filing of an application by the Tenant: (1) for a consent to the appointment of a receiver, trustee or liquidator of itself or all its assets; (2) of a voluntary petition in bankruptcy or the filing of a pleading in any court of record admitting in writing its inability to pay its debts as they come due; (3) of a general assignment for the benefit of creditors; or (4) of an answer admitting the material allegations of or its consenting to, or defaulting in answering, a petition filed against it in any bankruptcy proceeding; (iv) The entry of an order, judgment or decree by any court of competent jurisdiction, adjudicating the Tenant as bankrupt, or appointing a receiver, trustee or liquidator of it or of its assets, and this order, judgment or decree continuing unstayed and in effect for any period of one hundred eighty (180) consecutive days, or if this Sublease is taken under a writ of execution; (v) The Tenant's failure to perform or comply with all the terms, covenants, conditions and agreements of the Development Agreement; and the continuance of the failure for a period of thirty (30) days after notice in writing (which notice shall specify the respects in which the Authority contends that the Tenant has failed to perfoini any of the covenants, conditions and agreements), except in the event of a lien or lapse of insurance, for which written notice shall not be required, from the Authority to the Tenant, be given from the Authority to the Tenant, unless with respect to any default which cannot be cured within thirty (30) days, the Tenant, or any person holding by, through or under the Tenant, in good faith, promptly after receipt of written notice, shall have commenced and continued diligently to reasonably prosecute all action necessary to cure the default. In the event this Sublease is assumed by or assigned to a trustee pursuant to the provisions of the Bankruptcy Code and the trustee shall cure any default under this 38 Sublease and shall provide adequate assurances of future perfoiivance of this Sublease as are required by the Bankruptcy Code (including, but not limited to, the requirement of Section 365(b)(1)) (referred to as "Adequate Assurances"), and if the trustee does not cure such default and provide such Adequate Assurances under the Bankruptcy Code within the applicable time periods provided by the Bankruptcy Code, or in the event that the Property ceases to be used for the purposes authorized or intended under this Agreement, then this Sublease shall be deemed rejected automatically and the Authority shall have the right immediately to possession of the Subleased Premises and shall be entitled to all remedies provided by the Bankruptcy Code for damages for breach or termination of this Sublease. (b) Remedies in Event of Tenant's Default. The Authority may treat any one or more of the Event(s) of Tenant's Default as a breach of this Sublease, and thereupon at its option, without further notice or demand of any kind to the Tenant or any other person, the Authority shall have, in addition to every other right or remedy existing at law or equity, the right to immediately terminate the Tenant's right of possession under this Sublease and to collect any other sum of money and damages due under the terms of this Sublease through the date of such termination. (c) Waivers and Surrenders to be in Writing. The receipt of Rent by the Authority, with knowledge of any breach of this Sublease by the Tenant or of any default on the part of the Tenant in the observance or performance of any of the conditions, agreements or covenants of this Sublease, shall not be deemed to be a waiver of any provision of this Sublease. Notwithstanding the foregoing, the Authority must advise the Tenant forthwith in writing of any breach of this Sublease which the Authority has knowledge of. No failure on the part of the Authority to enforce any covenant or provision contained in this Sublease, or any waiver of any right under it by the Authority, unless in writing, shall discharge or invalidate such covenant or provision or affect the right of the Authorityto enforce it in the.event of any subsequent breach or default. No covenant or condition of this Sublease shall be deemed to have been waived by the Authority unless the waiver be in writing. The consent of the Authority to any act or matter must be in writing and shall apply only with respect to the particular act or matter to which the consent is given and shall not relieve the Tenant from the obligation, wherever required under this Sublease, to obtain the consent of the Authority to any other act or matter. The receipt by the Authority of any Rent or any other sum of money or any other consideration paid by the, Tenant after the entry of a judgment granting possession of the Subleased Premises to the Authority, shall not reinstate or continue the Term demised unless so agreed to in writing. (d) Relinquish due to Termination. In the event of and upon termination of this Agreement, Tenant shall relinquishand convey all improvements of the Heliport to the City. Section 19.2 Events of Default —Authority. (a) Events of Authority's Default. The failure of the Authority to perform any of the covenants, conditions and agreements of this Sublease which are to be 39 performed by the Authority and the continuance of such failure for a period of thirty (30) days after notice thereof in writing from the Tenant to the Authority (which notice shall specify the respects in which the Tenant contends that the Authority has failed to perfoL ill any of such covenants, conditions and agreements), and unless such default be one which cannot be cured within thirty (30) days and the Authority within such thirty (30) day period shall have commenced and thereafter shall continue diligently to prosecute all actions necessary to cure such defaults, such failure shall constitute an "Event of Authority's Default". (b) Remedies in Event of Authority's Default. If an Event of Authority's Default shall occur, the Tenant may treat any one or more of the Event(s) of Authority's Default as a breach of this Sublease, and thereupon at its option, by serving written notice on the Authority, the Tenant shall have, in addition to every other right or remedy existing in equity, the right to a writ of mandamus, specific perfoiuiance, injunction or other similar relief, available to it under applicable law against the Authority (including any or all of the members of its governing body, and its officers, agents or representatives); provided, however, that in no event shall any member of such governing body or any of its officers, agents or representative be personally liable for any of the Authority's. obligations to.the Tenant hereunder. It is understood and agreed that in no event shall the Authority be liable for monetary damages. Section 19.3 Mitigation. The Authority and the Tenant hereby expressly acknowledge and agree that each shall have an affimative obligation to mitigate their respective damages as a consequence of a default by -the other. Section 19.4 Unavoidable Delay. For the purpose of any of the provisions of this Sublease, neither the Authority nor the Tenant, as the case may be, shall be considered in breach of or in default in any of its obligations under this Sublease in the event of unavoidable delay in the performance of any such obligations due to strikes, lockouts, acts of God, inability to obtain labor or materials or settle insurance claims due to governmental restrictions, enemy action, civil commotion, fire, hurricane, flood, casualty, or other similar causes beyond the reasonable control of a party (collectively, "Unavoidable Delay(s)"), but not including such party's insolvency of financial condition, it being the purpose and intent of this Section that in the event of the occurrence of any such Unavoidable Delay, the time or times for the performance of the covenants and provisions of this Sublease shall be extended for the period of Unavoidable.Delay but in no event greater than one hundred fifty (150) days; provided, however, that the party seeking the benefit of the provisions of the Section shall, within ten (10) days after such party shall have become aware of such Unavoidable Delay, give written notice to the other party thereof of the cause or causes thereof and the time anticipated to be delayed which shall not exceed one hundred fifty (150) days. Section 19.5 Termination. In the event that this Sublease is terminated by the Authority for any reason expressly permitted hereunder, it is understood and agreed that neither the City nor the Authority shall have any liability whatsoever, financial or otherwise, to the Tenant for any matter whatsoever relating to the termination or the use of the Subleased 40 Premises, including specifically, without limiting the generality of the foregoing, liability for any expenses incurred by the Tenant in connection with the construction or operation of the Heliport. ARTICLE XX NOTICES All notices or other communications which shall or may be given pursuant to this Sublease shall be in writing and shall be delivered by personal service or by certified mail addressed to the parties at their respective addresses indicated below or as the same may be changed in writing from time to time. Such notice shall be deemed given on the day on which personally served; or if by certified mail, on the fifth (5th) day after being posted or the date of actual receipt, whichever is earlier. NOTICE TO THE AUTHORITY: Miami Sports & Exhibition Authority 301 N. Biscayne Boulevard Miami, FL 33132 Attn: Executive Director WITH COPY TO: City Manager City Attorney City of Miami Department of Public Facilities 444 S.W. 2nd Avenue, 3rd Floor Miami, FL 33130 Attn: Director of Public Facilities NOTICE TO THE TENANT: Watson Island Heliport Corporation Miami, FL Attn: Paul P. Dudley, President ARTICLE XXI QUIET ENJOYMENT The Authority represents, warrants and covenants that the Tenant, upon paying the Rent and all other charges, and performing all the covenants and conditions of this Sublease, shall lawfully and quietly hold, occupy and enjoy the Subleased Premises during the Te ni without hindrance or molestation by the Authority or any persons claiming under the Authority. 41 ARTICLE XXII ESTOPPEL CERTIFICATES The Tenant and the Authority shall, at any time and from time to time, within fifteen (15) days after written request by the other, execute, acknowledge and deliver to the party which has requested the same, a certificate stating that: (i) this Sublease is in full force and effect and has not been modified, supplemented or amended in any way, or, if there have been modifications, this Sublease is in full force and effect as modified, identifying such modification agreement, and if this Sublease is not in full force and effect the certificate shall so state the reasons why; (ii) this Sublease as modified represents the entire agreement between the parties as to this leasing or, if it does not, the certificate shall so state why; (iii) the dates on which the term of this Sublease commenced and is scheduled to terminate; (iv) all conditions under this Sublease to be performed by the Tenant or the Authority, as the case may be, have been satisfied and, as of the date of such certificate, there are no existing defenses or offsets which the Tenant or the Authority, as the case may be, has against the enforcement of this Sublease by the other party, or, if such conditions have not been satisfied or if there are any defenses or offsets, the certificate shall so state; and (v) the rental due and payable for the year in which such certificate is delivered has been paid in full, or, if it has not been paid, the certificate shall so state. If so requested, the parties will also execute, acknowledge and deliver a similar estoppel certificate with regard to the Development Agreement. The party to whom any such certificate shall be issued may rely on the matters therein set forth and thereafter the party issuing the same shall be estoppled from denying the veracity or accuracy of the same. ARTICLE XXIII REMEDIES CITMITLATIVE Section 23.1 Remedies Cumulative. No remedy conferred upon or reserved to the Authority or the Tenant shall be considered exclusive of any other remedy, but shall be cumulative and shall be in addition to every other remedy given under this Sublease or existing at law or in equity or by statute; and every power and remedy given by this Sublease to the Authority or the Tenant may be exercised from time to time and as often as occasion may arise, or as may be deemed expedient by the Authority or the Tenant. No delay or omission of the Authority or the Tenant to exercise any right or power arising from any default shall impair any right or power, nor shall it be construed to be a waiver of any default or any acquiescence in it. The rights of the Authority under this Sublease shall be cumulative and the failure on the part of the Authority to exercise properly any rights given hereunder shall not operate to forfeit any of the said rights. Section 23.2 Waiver of Remedies Not To Be Inferred. No waiver of any breach of any of the covenants or conditions of this Sublease shall be construed to be a waiver of any other 42 breach or to be a waiver of, acquiescence in, or consent to any further or succeeding breach of the same or similar covenant or condition. ARTICLE XXIV SURRENDER AND HOLDING OVER Section 24.1 Surrender at End of Teiui. On the last day of the Tenn, the Tenant shall peaceably and quietly leave, surrender and deliver the entire Subleased Premises to the Authority, together with any and all alterations, changes, additions and other improvements made upon the Subleased Premises, and together with any and all improvements, trade fixtures, machinery, equipment or other personal property of any kind or nature which the Tenant may have affixed to the Subleased Premises for use in connection with the operation and maintenance of the Subleased Premises (whether or not the property is deemed to be fixtures), other than the Tenant's exhibits which may be wholly or partly affixed to the Heliport's interior walls and movable personal property (which the Tenant is entitled to freely remove pursuant to and subject to the terms of Article XVII, in which case the Tenant shall repair any damage caused by such removal), in their "as is" condition, free and clear of any and all subleasehold mortgages, liens, encumbrances and claims. If the Subleased Premises are not so surrendered, the Tenant shall repay the Authority for all expenses which the Authority shall incur by reason of it, and in addition the Tenant shall indemnify, defend and hold harmless the Authority from and against all claims made by any succeeding tenant against the Authority, founded upon delay occasioned by the failure of the Tenant to surrender the Subleased Premises. Section 24.2 Rights Upon Holding Over. At the termination of this Sublease by lapse of time or otherwise, the Tenant shall yield up immediate possession of the Subleased Premises to the Authority and, failing so to do, agrees, at the option of the Authority, to pay to the Authority for the whole time such possession is withheld a sum per day equal to $500. The provisions of this Article XXIV shall not be held to be a waiver by the Authority of any right of entry or reentry as set forth in this Sublease, nor shall the receipt of a sum, or any other act in apparent affirmance of the tenancy, reinstate, continue or extend the Term or otherwise limited or affect any other remedies available to the Authority hereunder. ARTICLE XXV MIS CELLANEOUS PROVISIONS Section 25.1 Inrress and Egress. Subject to rules and regulations, statements and ordinances, and terms of this Sublease governing the use of the Subleased Premises, the Tenant, its patrons, employees, licensees, visitors and all other invitees shall have ingress and egress to and from the Subleased Premises. Section 25.2 Assignability and Binding Effects. Subject to all provisions respecting the rights of assignment or subleasing, this Sublease shall be. binding upon and inure to the benefit of the respective successors and assigns of the parties hereto. 43 Section 25.3 Amendments. The Authority and the Tenant by mutual agreement shall have the right but not the obligation to amend this Sublease. Such amendments shall be effective only when signed by the Authority and the Tenant, and consented to by the City, and shall be incorporated as a part of this Sublease. Section 25.4 Award of Agreement. The Tenant warrants that it has not employed or retained any person employed by the Authority to solicit or secure this Sublease and that it has not offered to pay, paid, or agreed to pay any person employed by the Authority any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of this Sublease. Section 25.5 Construction of Agreement. This Sublease shall be construed and enforced according to the laws of the State of Florida. Section 25.6 Waiver of Jury Trial. The Parties hereby knowingly, irrevocably, voluntarily and intentionally waive any right either may have to a trial by jury in respect of any action, proceeding or counterclaim based on this Sublease, or arising out of, under or in connection with this Sublease or any amendment or modification of this Sublease, or any other agreement executed by and between the parties in connection with this Sublease, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any Party hereto. This waiver of jury trial provision is a material inducement for the Authority and the Tenant entering into this Sublease. Section 25.7 Severability. If any provision of this Sublease, or any paragraph, sentence, clause, phrase, or word, or the application thereof, is held invalid, the remainder of this Sublease shall be construed as if such invalid part were never included herein and this Sublease shall be and remain valid and enforceable to the fullest extent permitted by law. Section 25.8 Time of Essence as to Covenants of Sublease. Subject to any extensions expressly provided with respect thereto, time is of the essence as to the performance of the provisions of this Sublease by the Tenant and the Authority. Section 25.9 Captions. The captions contained in this Sublease are inserted only as a matter of convenience and for reference and in no way define, limit or prescribe the scope of this Sublease or the intent of any provisions thereof. Section 25.10 Conditions and Covenants. All the provisions of this Sublease shall be deemed and construed to be conditions as well as covenants, as though the words specifically expressing or importing covenants and conditions were used in each separate provision. Section 25.11 Tenant's Obligations Survive Termination. All obligations of the Tenant hereunder not fully performed as of the expiration or earlier termination of the Term of this Sublease shall survive the expiration or earlier termination of the Term hereof, including, without limitation, all payment obligations and all obligations concerning the condition of the Subleased Premises. 44 Section 25.12 Radon. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of Radon that exceed Federal and State guidelines have been found in buildings in Florida. Additional infoiivation regarding Radon and Radon testing may be obtained from your county public health unit. Section 25.13 Recording; Documentary Stamps. The cost of recording the Sublease, any State of Florida documentary stamps which legally must be attached (if any), and the applicable Miami -Dade County and State transfer tax (if any), shall be paid in full by the Tenant. Section 25-.14 Third Party Beneficiaries. The City is a third party beneficiary of this Sublease and has the right to sue to enforce perfouiiance of any of the Tenant's obligations under this Sublease. The Tenant acknowledges that when the City acts or exercises any rights or obligations under this Sublease, including without limitation the specific approval and consent rights of the City set forth herein, it is doing so in its capacity as the fee owner of the Property and not as a municipality, and that the role of the City as a municipality is separate and distinct from the role of the City as the fee owner of the Property under this Sublease. Section 25.15 Non -disturbance ance and Attomment/City. The cancellation of the Interlocal Agreement by the parties thereto shall not interfere with the rights of the Tenant under this Sublease as provided in and subject to the terms of Article 21 of the Interlocal Agreement. Nevertheless, the Authority covenants and agrees to deliver to the Tenant, within thirty (30) days after the Tenant's request therefor, a non -disturbance agreement from the City, providing that in the event of a termination of the Interlocal Agreement, except as provided in Section 2.6.4 hereof, the possession of the Tenant (and, likewise, that of its Sub -subtenants) shall not be disturbed so long as the Tenant shall not be in default under this Sublease beyond any applicable notice and curative period, and containing such other provisions as may be reasonably requested by the Tenant. In the event of a termination of the Interlocal Agreement, the Tenant shall attorn to the City. Section 25.16 Provisions not Merced with Deed. None of the provisions of this Sublease, nor the separate estates of the Tenant and the Authority, are intended to or shall, in any event, be merged, including by reason of any transfer, whether by operation or law or otherwise, (i) transferring the Tenant's leasehold estate in the Subleased Premises or its interest in the Heliport or any part thereof from the Tenant to the Authority, or (ii) transferring title to the Subleased Premises or any part thereof from the Authority or the City to the Tenant, and any such transfer shall not be deemed to affect or impair the provisions and covenants of this Sublease. No such merger of estates shall occur unless and until all parties having any interest in this Sublease, the leasehold estate created hereby, or the Heliport, including all Leasehold Mortgagees, shall join in the execution of a written instrument effecting such merger. Section 25.17 Waiver of Landlord's Lien. The Authority hereby waives any right to a statutory or contractual landlord's lien (but not any post judgment judgment liens) against any items of personal property which are now located or may hereafter be delivered or installed upon the Subleased Premises. This waiver shall be self-operativewithout the execution of further instruments. However, if requested by any party extending credit to the Tenant or its subtenants secured by any property on which the Authority would otherwise have a right to a landlord's lien 45 but for the above waiver, the Authority shall confirm in writing to such party that the Authority waives and does not have rights to a lien against such property. Section 25.18 Approvals and Consents. Wherever in this Sublease the approval or consent of any party is required, it is understood and agreed that unless specifically stated to the contrary, such approval or consent will not be unreasonably withheld or delayed. Wherever in this Sublease the approval or consent of the Authority or the City, or both, is required, the written approval or consent of the matter in question by the City Manager shall satisfy the requirement for approval or consent of the City and the Executive Director shall satisfy the requirement for approval or consent of the Authority (as applicable) for all purposes, only when allowed by Applicable Laws or other City or Authority policy. Section 25.19 Exculpation. It is the intent and agreement of the parties hereto that only the parties as entities shall be responsible in any way for their respective obligations hereunder. In that regard, no officer, director, partner, investor, official, representative, employee, agent, or attorney of any of the parties to this Sublease shall be personally liable for the perfoimance of any obligation hereunder or for any other claim made hereunder or in any way in connection with this Sublease, or any other matters contemplated herein. Section 25.20 Entire Agreement. This Sublease and Development Agreement represent the total agreement between parties with respect to the matters stated herein and therein. All other prior agreements between the parties relating to the Tenant's Iease of the Subleased Premises, either verbal or written, are superseded by this Sublease and the Development Agreement and are therefore no longer valid. Section 25.21 Attorneys' Fees. In the event of any dispute or litigation between the parties arising under this Sublease, each party shall be responsible for its own expenses, including attorneys' fees and court costs, at both trial and appellate levels. Section 25.22 Dissolution of Authority. In the event the Authority is dissolved, then the Authority's rights and obligations under this Sublease shall transfer to the City. ARTICLE XXVI AFFIRMATIVE ACTION Section 26.1 Affirmative Action. The Tenant shall have in place an Affnuuative Action/Equal Employment Opportunity Policy and shall institute a plan for its achievement which will require that action be taken to provide equal opportunity in hiring and promoting for women, minorities, individuals with disabilities, and veterans. Such plan will include a set of positive measures which will be taken to insure nondiscrimination in the work place as it relates to hiring, firing, training and promotion. In lieu of such a policy/plan, the Tenant shall submit a Statement of Assurance indicating that their business is in compliance with all relevant Civil Rights laws and regulations. 46 Section 26.2 Nondiscrimination. The Tenant agrees that there will be no discrimination against any person based upon race, religion, color, sex, ancestry, age, national origin, mental or physical handicap, in the use of the Subleased Premises and improvements thereof.It is expressly understood that upon a determination by court of competent jurisdiction that discrimination has occurred, the Authority shall have the right to terminate this Sublease. [Remainder of this page intentionally left blank] 47 IN WITNESS WHEREOF, the Parties hereto have individually, through their proper officials, executed this Sublease the day and year first herein above written. ATTEST: By: Print Name: MIAMI SPORTS AND EXHIBITION AUTHORITY An independent and autonomous agency and instrumentality of the City of Miami, Florida By: Print Name: Kirk Menendez Title: Executive Director APPROVED AS TO LEGAL FORM APPROVED AS TO INSURANCE AND CORRECTNESS: REQUIREMENTS: ATTEST: Julie O. Bru, City Attorney Calvin Ellis, Director of Risk Management LINDEN AIRPORT SERVICES CORPORATION A Florida Corporation d/b/a xxxxxxx By: Paul P. Dudley, President CONSENT OF CITY OF MIAMI The undersigned hereby consents to and approves all of the terms and conditions of the foregoing Sublease as of this day of , 2012. THE CITY OF MIAMI, a municipal corporation of the State of Florida By: Its: "City" CITY OF MIAMI, a Florida municipal ATTEST: corporation By: Priscilla A. Thompson, City Clerk Johnny Martinez, P.E. , City Manager APPROVED AS TO FORM AND . .APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: Julie O. Bru City Attorney Calvin Ellis, Director of Risk Management EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY ',WIDENER SURVEYING AND MAPPING PA 10416 N. W. 31st TERRACE Miami, Florida 33172 (305) 599-6381 LEGAL DESCRIPTION FOR MSEA # 1 PORTIONS OF TRACT D, WATSON ISLAND —SOUTHWEST. AS RECORDED IN PLAT 800K 166 AT PAGE 11 OF THE PUBLIC RECORDS OF MIAMI—DADE COUNTY, FLORIDA. BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHWEST CORNER OF SAID TRACT D; THENCE 517'12'21 "E ALONG THE WESTERLTY LINE OF SAID TRACT D FOR 367.59 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE TO THE NORTHEAST HAVING A RADIUS OF 300.00 FEET; THENCE ALONG THE WESTERLTY LINE OF • SAID TRACT D SOUTHEASTERLY 15.67 FEET THROUGH A CENTRAL ANGLE OF 2'59'34" TO THE POINT OF BEGINNING OF A PARCEL OF LAND HEREINAFTER _ DESCRIBED. THENCE N52'32'22"E FOR 203.27; THENCE N47'07'29"E FOR 78.16 FEET; THENCE S42'52'3 1 "E FOR 114.31 FEET; THENCE S44'28'41 'E FOR. 165.00 FEET, THENCE S52'14'06"E FOR 90.00 FEET; THENCE S64"58'36"E FOR 232.65 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE TO THE SOUTHWEST HAVING A RADIUS OF 25,00 FEET; THENCE SOUTHEASTERLY 13.59 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 31'08' 17" TO THE POINT OF REVERSE CURVATURE WITH A CURVE CONCAVE TO THE NORTHEAST HAVING A RADIUS OF 240.00 FEET; THENCE SOUTHEASTERLY 223.76 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 53'25'05"; THENCE S25'01 '24"W FOR 198.84 FEET; THENCE N64'58'36"W ALONG THE SOUTHWESTERLTY LINE OF SAID TRACT D FOR 720.94 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE TO THE NORTHEAST HAVING A RADIUS OF 300.00 FEET; THENCE ALONG THE WESTERLY LINE OF SAID TRACT D NORTHWESTERLY 234.46 FEET THROUGH A CENTRAL ANGLE OF 44'46'41 " TO THE POINT OF BEGINNING. SAID LANDS BONG SITUATED ON WATSON ISLAND, CITY OF MIAMI, MIAMI DADE COUNTY, FLORIDA. CONTAINING 4.81 ACRES MORE OR LESS (209,681 SQUARE FEET).' Tl iiS IS NOT A SURVEY. NOT VALID WITHOUT THE SIGNATURE AND ORIGINAL RAISED SEAL OF A FLORIDA PROFESSIONAL SURVEYOR AND MAPPER. DATE PREPARED: APRIL 27, 2007. PREPARED FOR THE CITY OF MIAMI.. REVISED: MAY 8, 2007. SHEET OF Weidener Sur-0 ng & Mapping, F.A. Florida Certification, No. LB 4207 Samuel M. F ischbein PLS No.3587 LEGAL DESCRIPTION MSEA ' 1 WATSON ISLAND CITY OF MIAMI MIAMI—DADE COUNTY, FLORIDA #1813H DATE: 4/27/07 NOT TO SCALE P.Ac. NW CORNER OF TRACT "D" OF WATSON ISLAND SOUTHWEST AS PER PLAT BOOK 66, PAGE 11 OF MIAMI-DADE COUNTY PUBLIC RECORDS. WEIDENER SURVEYING AND MAPPING PA riN L=15.67. "4. R=300.00' 4=2'59'34" 10418 N.W. 31st TERRACE Miami„ Florida 33172 (305) 599-8381 WATSON ISLAND TRACT "A" IO' SS- / 41" sOgo , MSEA l° �'s 232GS 4.81 AC.± 209,1581 SQ.FT.± L=13.59' R=25.00' /1s¢ 6=3708' 17" 49351y HF OF GRAPHIC SCALE 400' 200' 100' 0 200' 400' SKETCH TO ACCOMPANY LEGAL DESCRIPTION Lam: CENTERLINE DELTA ANGLE LB MOTH L UCENSED BUSINESS NO. NUMBER P.O.B. POINT :OF BEGINNING P.O.C. POINT OF 'COMMENCEMENT PLS PROFt sIONAL LAND SURVEYOR R RADIUS Y� A45M WIDENER SURVEYING AND MAPPING SHEET 2 OF 2 EXHIBIT "A-1" SUBLEASED PREMISES WEIDENER SURVEYING AND MAPPING PA 10418 N.W. 31st TERRACE Miami, Florida 33172 (305) 599-6381 LEGAL DESCRIPTION FOR HELIPORT PORTIONS OF TRACT D, WATSON ISLAND— SOUTHWEST. AS RECORDED IN PLAT BOOK 166 AT PAGE 11 OF THE PUBLIC RECORDS OF MIAMI—.DADE COUNTY, FLORIDA. BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT .THE NORTHWEST CORNER OF SAID TRACT D; THENCE 517' 12'2 1 "E ALONG THE WESTERLY LINE OF SAID TRACT D FOR 367.59 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE TO THE NORTHEAST HAVING A RADIUS OF 300.00 FEET; THENCE ALONG THE WESTERLY LINE OF SAID TRACT D SOUTHEASTERLY 250.13 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 47'46'15"; THENCE 564"58'36"E ALONG THE WESTERLY LINE -OF SAID TRACT D FOR 215.90 FEET TO THE POINT OF BEGINNING OF A PARCEL OF LAND HEREINAFTER DESCRIBED. THENCE N24'15'11'E FOR 229.86 FEET, THENCE S52'14'06"E FOR 48.65 FEET; THENCE S64'58'36"E FOR 232.65 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE TO THE SOUTHWEST HAVING A RADIUS OF 25.00 FEET; THENCE SOUTHEASTERLY 13.59 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 31'08' 17" TO THE POINT OF REVERSE CURVATURE WITH A CURVE CONCAVE TO THE NORTHEAST HAVING A RADIUS OF 24.0.00 FEET; THENCE SOUTHEASTERLY 223.76 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 53'25'05"; THENCE 525'01'24"W FOR 198.84 FEET; THENCE N64'58'36"W ALONG THE SOUTHWESTERLY LINE OF SAID TRACT D FOR 505.03 FEET TO THE POINT OF BEGINNING. SAID LANDS BEING SITUATED ON WATSON ISLAND, CITY OF MIAMI, MIAMI DADE COUNTY, FLORIDA. CONTAINING 2.41 ACRES MORE OR LESS (104,927 SQUARE FEET). THIS IS NOT A SURVEY. NOT VALID WITHOUT THE SIGNATURE AND ORIGINAL RAISED SEAL OF A FLORIDA PROFESSIONAL SURVEYOR AND MAPPER. DATE PREPARED: APRIL 27, 2007. PREPARED FOR THE CITY OF MIAMI. STET1 0F2 Weictener Surveyng & Mapping, P.A. Florida Certification No. LB 4207 Samuel M. Fischbein PLS No.3587 LEGAL DESCRIPTION HELIPORT WATSON ISLAND CfTY OF MIAMI MIAMI—DADE COUNTY, FLORIDA �1813H DATE 4/27/07 NOT TO SCALE -221 P.O.C. NW CORNER OF TRACT "D" OF —WATSON ISLAND SOUTHWEST AS PER PLAT BOOK 166, PAGE 11 OF MIAMI—DADE COUNTY PUBLIC RECORDS. 400' LB 4207 LI LIN WEI.DENEi • S V R E YI NG AND MAPPING PA 10418 N.W. 31st TERRACE Miami, Florida 33172 (305) 599-6381 ifATSON ISLAND TRACT "A" L=250.13' R=300.OD' G=4746' 15" F.O.B. HELIPORT GRAPHIC SCALE 200' 100' 0 200' ( IN FEET ) 1 inch = 200' ft. CENTERLINE, A DELTA ANGLE LB LENGTH L UCENSED BUSINESS NO. NUMBER P.O.B. •POINT OF BEGINNING P.O.C. POINT OF COMMENCEMENT PLS PROFESSIONAL LAND SURVEYOR R RADIUS WSM WE DENER SURVEYING AND MAPPING 552' 14'05"E 48.65' S6 23 65. L=13.59' R=25.OD' 0=31'08'17" �r� 4, HELIPORT os' FST 3B'h, 104,927 SQ.FT.± fp Sp TR c� 3- SRC 400' /N SKETCH TO ACCOMPANY LEGAL DESCRIPTION SPIFFY 2 OF 2 EXHIBIT "B" PLANS EXHIBIT "C" INSURANCE REQUIREMENTS INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE- WATSON ISLAND HELIPORT I. Commercial General Liability (Primary & Non Contributory) Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $2,000,000 Products/Completed Operations $1,000,000 Personal and Advertising Injury $1,000,000 Endorsements Required City of Miami included as an additional insured MSEA included as an additional insured Employees included as insured Contingent Liability Contractual Liability Premises/Operations Explosion, Collapse and Underground Hazard II. Business Automobile Liability Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto/Owned/Scheduled Including Hired, Borrowed or Non -Owned Autos Any One Accident Endorsements Required City of Miami included as an additional insured MSEA included as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation $1,000,000 IV. Employer's Liability A. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit V. Umbrella Liability (Excess Follow Form) A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $ 5,000,000 Aggregate $ 5,000,000 City of Miami & MSEA included as an additional insured VI. Pollution Liability A. Limits of Liability $ 2,000,000 VII. Property Coverage Description - Building & Personal Property Coverage Form Causes of Loss - All Risks of Direct Physical Loss or Damage, Including wind/hail/earthquake/flood ($5,000 Deductible AOP, 5% W/H) Business Income including Extra Expense Coverage Form Valuation - Replacement Cost, Agreed Value Coverage, Actual Loss Sustained - Time Element Equipment Breakdown Coverage $5,000 Deductible, 24hr Business Income/Extra Expense & Utility Interruption Outdoor Signs and Glass Coverage VIII. Hangar's Keepers Liability A. Limits of Liability $1, 000, 000 IX. Aircraft Liability Single Limit Bodily Injury and Property Damage Liability including passengers Each Occurrence $5,000,000 Each Passenger $1,000,000 Medical Expenses including crew $5,000 City of Miami and MSEA listed as an additional insured The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval.