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HomeMy WebLinkAboutSublease Agrmt. - #12142SUBLEASE AGREEMENT (MIAMI CHILDREN'S MUSEUM PROJECT) BETWEEN THE MIAMI SPORTS AND EXHIBITION AUTHORITY AND MIAMI CHILDREN'S MUSEUM, INC. DATED November 2 2001 r' 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 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 ARTICLE VI Section 6.1 Section 6.2 ARTICLE VII Section 7.1 Section 7.2 Section 7.3 Section 7.4 TABLE OF CONTENTS EXHIBITS AND DEFINITIONS 1 Defined Terms; Singular, Plural and Gender 1 Incorporation of Exhibits 5 DESCRIPTION; TERM; PARKING 6 Description of Subleased Premises; Title 6 Term of Sublease 6 Easements 6 Easement for Development of Other Areas of Watson Island 6 Parking 7 Conditions Precedent; Conditions Subsequent; Right to Terminate 7 Pre -Possession Date Signage 9 PURPOSE OF USE AND OCCUPANCY 9 Use of Subleased Premises 9 Continuous Duty to Operate 10 Deed Restrictions 10 Authority Recognition 10 INFRASTRUCTURE; SERVICES; REPAIRS 10 Infrastructure Improvements 10 Utilities 11 Services 11 Repairs 11 Preventative Maintenance and Services 11 City and Authority Not Liable for Failure of Utilities 12 Landscaping 12 CONSIDERATION 13 Base Rent 13 Additional Rent 13 Interest on Late Payments 13 Place of Payment 13 IMPOSITIONS 14 Impositions 14 In Kind Services 14 HAZARDOUS MATERIALS 15 Handling of Hazardous Materials 15 Indemnification 15 Disclosure, Warning and Notice Obligations 16 Environmental Tests and Audits 16 i Section 7.5 ARTICLE VIII Section 8.1 Section 8.2 ARTICLE IX Section 9.1 Section 9.2 ARTICLE X Section 10.1 Section 10.2 Section 10.3 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 13.4 Section 13.5 Section 13.6 ARTICLE XIV Section 14.1 Section 14.2 Section 14.3 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 Page Survival of Museum's Obligations 16 RECORDS AND AUDITING Records Of Sales 16 16 Audit 17 LICENSES; COMPLIANCE WITH LAWS. 17 Licenses and Permits 17 Compliance with Laws 17 ALTERATION OF PREMISES 18 Change/Alterations 18 Manner of Construction 18 Mechanics' Liens 18 AUTHORITY'S INSPECTION AND RIGHT OF ENTRY 19 Inspection by Authority 19 Authority's Right of Entry 19 INDEMNIFICATION AND INSURANCE 20 Indemnification by Museum 20 Insurance 20 Waiver of Subrogation 22 No Liability of Authority or City 22 DAMAGE AND DESTRUCTION 22 Destruction of Subleased Premises 22 Museum's Option to Terminate Lease 23 Authority's Option to Terminate Lease 23 Termination of Interlocal Agreement 24 Demolition and Reconstruction 24 Insurance Proceeds 24 EMINENT DOMAIN 24 Complete Permanent Taking 24 Partial Permanent Taking 25 Temporary Taking 25 ASSIGNMENTS AND SUBLETTING 25 Assignment and Subletting of Subleased Premises 25 Permitted Transfers 26 Acceptance of Rent from Transferee 27 No Release of Museum 27 Event of Bankruptcy 27 MORTGAGE FINANCING; RIGHTS OF MORTGAGEE 28 Leasehold Mortgages 28 Rights of Leasehold Mortgagees 28 ii Section 16.3 Section 16.4 ARTICLE XVII ARTICLE XVIII Section 18.1 Section 18.2 Section 18.3 Section 18.4 ARTICLE XIX Section 19.1 Section 19.2 Section 19.3 Notices to/from Leasehold Mortgagees 31 Lease Modifications 31 OWNERSHIP OF IMPROVEMENTS 31 SIGNAGE; WATSON-ISLAND ASSOCIATION 32 Building Signage 32 Watson Island Signage System 32 Watson Island Association 32 Expense Pass-Throughs 33 DEFAULT PROVISIONS Events of Default - Museum Events of Default —Authority Mitigation 33 33 35 35 35 35 36 Section 19.4 Unavoidable Delay Section 19.5 Termination ARTICLE XX NOTICES ARTICLE XXI QUIET ENJOYMENT ARTICLE XXII ARTICLE XXIII 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 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 ESTOPPEL CERTIFICATES 36 36 REMEDIES CUMULATIVE 37 Remedies Cumulative 37 Waiver of Remedies Not To Be Inferred 37 SURRENDER AND HOLDING OVER 37 Surrender at End of Term 37 Rights Upon Holding Over 38 MISCELLANEOUS PROVISIONS 38 Ingress and Egress 38 Assignability and Binding Effects 38 Amendments 38 Award of Agreement 38 Construction of Agreement 39 Waiver of Jury Trial 39 Severability 39 Time of Essence as to Covenants of Sublease 39 Captions 39 Conditions and Covenants 39 Museum's Obligations Survive Termination 39 Radon 39 Recording; Documentary Stamps 39 Duplicate Originals 40 Third Party Beneficiaries 40 iii Page Section 25.16 Section 25.17 Section 25.18 Section 25.19 Section 25.20 Section 25.21 Section 25.22 Non -disturbance and Attornment/City 40 Provisions Not Merged with Deed 40 Waiver of Landlord's Lien 40 Approvals and Consents 40 Exculpation 41 Entire Agreement 41 Attorneys' Fees 41 ARTICLE XXVI AFFIRMATIVE ACTION 41 Section 26.1 Affirmative Action 41 Section 26.2 Nondiscrimination 41 LIST OF EXHIBITS: Exhibit A Exhibit B Exhibit C Exhibit D-1 Exhibit D-2 Exhibit E Exhibit F Legal Description of Property Memorandum of Sublease Agreement Sketch of Parking Area (to be agreed upon) Sketch of Museum Access Road (to be agreed upon) Sketch of Entry Boulevard (to be agreed upon) Sketch of Greenspace Area (to be agreed upon) Sketch of Museum Parking Spaces (to be agreed upon) iv SUBLEASE AGREEMENT (MIAMI CHILDREN'S MUSEUM PROJECT) THIS SUBLEASE AGREEMENT (the "Sublease"), is made and entered into this 2nd day of November , 2001, by and between the Miami Sports and Exhibition Authority, an independent and autonomous agency and instrumentality of the City of Miami (the "Authority"), and the Miami Children's Museum, Inc., a Florida not -for -profit corporation (the "Museum"). RECITALS WHEREAS, the City of Miami (the "City") and the Authority have entered into that certain Interlocal Agreement dated as of the 2nd day of November , 2001 (the "Interlocal Agreement") whereby, inter alia, the City has leased to the Authority a portion of Watson Island referred to in the Interlocal Agreement as the "Property", more particularly described on Exhibit A attached hereto (the "Property"); and WHEREAS, the effectiveness of the Interlocal Agreement is contingent upon the Authority and the Museum entering into a mutually acceptable sublease agreement; and WHEREAS, the Interlocal Agreement provides that the Property will be used for a regional children's museum and other related facilities and improvements; and WHEREAS, the Museum desires to develop, construct, manage and operate the children's museum; and WHEREAS, the Authority desires to sublease to the Museum the Property for the purpose of developing, constructing, managing and operating a world -class children's museum thereon; and WHEREAS, the Museum intends to contribute sufficient funds from public or private sources as is necessary for the construction of the children's museum. 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. Terms which have initial capital letters and are not otherwise defined in this Sublease shall have the 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 may 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 5.2. 1.1.2 "Adequate Assurances" has the meaning ascribed to it in Section 19.1(a). 1.1.3 "Alterations" means collectively, Major Alterations and Permitted Alterations. 1.1.4 "Applicable Laws" shall mean 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. 1.1.5 "Authority" has the meaning ascribed to it in the opening paragraph of this Sublease as well as the Authority's successors and/or assigns. 1.1.6 "Bankruptcy Code" shall have the meaning ascribed to it in Section 15.5. 1.1.7 "Base Rent" means that base rent to be paid as set forth in Section 5.1. 1.1.8 "Building" shall mean the structure to be constructed upon the Subleased Premises for the Project. 1.1.9 "Business Hours" shall mean customary hours of operation for a regional children's museum, which shall include evening hours to accommodate special events and/or other museum programming, provided that all outdoor events held after 9:00 p.m. are subject to the Authority's prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed. 1.1.10 "Chalk's Claim" shall mean [Law Department to provide]. 1.1.11 "City" means the City of Miami, a municipal corporation of the State of Florida. 1.1.12 "City Business Days" means Monday through Friday, excluding legal holidays. 1.1.13 "City Commission" means the City Commission of the City of Miami. 1.1.14 "Completion Date" has the meaning ascribed to it in the Development Agreement. 1.1.15 "CPA" means an independent certified public accountant. 1.1.16 "CPI" has the meaning ascribed to it in Section 6.2. 2 1.1.17 "Deed Restrictions" shall mean 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. 1.1.18 "Development Agreement" means that certain Development Agreement of even date herewith by and between the Authority and the Museum governing the construction of the Project, together with any modifications, amendments, restatements and supplements thereto. 1.1.19 "Development Order" shall mean the final and effective Development Order authorized and approved by the City Commission at the hearing for the Major Use Special Permit for the Project. 1.1.20 "Directional Signage Costs" has the meaning ascribed to it in Section 17.2. 1.1.21 "Effective Date" means the date this Sublease is signed by the Authority and the Museum. 1.1.22 "Entry Boulevard" has the meaning ascribed to it in Section 4.1. 1.1.23 "Event of Museum's Default" has the meaning ascribed to it in Section 19.1. 1.1.24 "Event of Authority's Default" has the meaning ascribed to it in Section 19.2. 1.1.25 "Fiscal Year" means each consecutive twelve-month interval commencing on July ls` and expiring June 30t. 1.1.26 • "Hazardous Materials" has the meaning ascribed to it in Section 7.1. 1.1.27 "Hazardous Materials Laws" has the meaning ascribed to it in Section 7.1. 1.1.28 "Impositions" means all governmental assessments, fire fees, parking surcharges, excises, 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 Project, 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. 3 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. 1.1.32 "Leasehold Estate" means all of the estate, rights and interest of the Museum in and to the Subleased Premises. 1.1.33 "Leasehold Mortgage" has the meaning ascribed to it in Section 1611. 1.1.34 "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 Project, and any other person or entity approved by the Authority that finances or refinances any capital improvements for the Project. 1.1.35 "Major Alteration" has the meaning ascribed to it in Section 10.1. 1.1.36 "Museum" has the meaning ascribed to it in the opening paragraph of this Sublease, together with its successors and/or assigns. 1.1.37 "Museum Access Road" has the meaning ascribed to it in Section 4.1. 1.1.38 "Museum Sign" shall have the meaning ascribed to it in Section 2.7. 1.1.39 "Parties" (whether or not by use of the capitalized term) means the Authority and the Museum. 1.1.40 "Permitted Alteration" has the meaning ascribed to in Section 10.1. 1.1.41 "Person" means any natural person, trust, firm, partnership, corporation, joint venture, association, or any other legal or business entity or investment enterprise. 1.1.42 "Personal Property" means all property owned and used by the Museum or any sub -subtenant or Transferee .of the Museum, in connection with and located upon the Subleased Premises, subject to rights of any secured party or title retention agreement of a third party. 1.1.43 "Possession Date" means the date on which the Authority delivers possession of the Subleased Premises to the Museum which shall occur upon satisfaction of the condition precedent set forth in Section 2.6.1 and expiration of the Review Period under the Development Agreement. 1.1.44 "Project" shall mean the development, construction, management and operation of the regional children's museum to be known as the "Miami Children's 4 Museum", and any other related facilities and improvements at the Property, which are incidental and ancillary to the operation of a regional children's museum. 1.1.45 "Property" shall mean that certain area located on Watson Island. which is legally described in Exhibit A attached hereto and incorporated herein. 1.1.46 "Rent" shall mean the Base Rent, Additional Rent and any other amounts the Museum is required to pay under this Sublease. 1.1.47 "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. 1.1.48 "Sublease Date" means the date this Sublease is last signed by the Executive Director on behalf of the Authority and by the Museum, after approval by the City. 1.1.49 "Subleased Premises" shall mean the Property. Because the Museum is subleasing the entire Property under this Sublease, the terms "Subleased Premises" and "Property" are used inter -changeably herein. 1.1.50 "Sublease Year" shall mean any period of time consisting of twelve (12) consecutive calendar months commencing on the Possession Date. 1.1.51 "Sub -sublease" means any sublease (excluding this Sublease), sub - sublease, license, concession or other agreement by which the Museum or any person or other entity claiming under the Museum (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. 1.1.52 "Sub -subtenant" means any person, firm, corporation or other legal entity using or occupying or entitled to use or occupy any part of the Subleased Premises under a Sub -sublease. 1.1.53 "Term" has the meaning ascribed to it in Section 2.2. 1.1.54 "Transfer" has the meaning ascribed to it in Section 15.1. 1.1.55 "Transferee" has the meaning ascribed to it in Section 15.1. 1.1.56 "Unavoidable Delay" shall have 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 Museum, and the Museum hereby subleases from the Authority, the Subleased Premises located on Watson Island in the City of Miami, Florida. The Authority shall transfer possession of the Subleased Premises to the Museum on the Possession Date. The Authority represents, and the Museum acknowledges, that the Subleased Premises are subject to (and only to) the Deed Restrictions, the Chalk's Claim (if applicable to the Property), recorded easements and other items recorded in the public records of Miami -Dade County, Florida. Except as expressly provided in Section 2.4, the Authority covenants and agrees not to consent to any future reservations, covenants, easements, restrictionsorliens requested by the City, or otherwise permit or suffer any impairment of the state of title to the Subleased Premises, without the prior written consent of the Museum, which shall not be unreasonably withheld or delayed. The Museum agrees that neither the Authority nor the City shall have liability to the Museum 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 Museum represents and warrants to the other it has full right and authority to enter into this Sublease. Section 2.2 Term of Sublease. This Sublease shall be for a term of fifty (50) years (the "Initial Term") commencing on the Possession Date and ending on the date that is fifty (50) years thereafter, unless terminated at an earlier date pursuant to the terms of this Sublease. The Initial Term, together with any extensions thereof, is hereinafter referred to as the "Term." Following the Possession Date, the Authority and the Museum, upon request of either party, shall execute a memorandum of this Sublease in the form attached hereto as Exhibit B, which Memorandum will be recorded among the Public Records of Miami -Dade County, Florida. The Authority, at its sole option, upon the request of the Museum, may request the City to extend the term of the Interlocal Agreement for one or more renewal periods not to exceed twenty (20) years in the aggregate. The City and the Authority shall have no obligation to extend the term of the Interlocal Agreement. The Museum's failure to request the extension of the Interlocal Agreement in writing by no later than twelve (12) months prior to the expiration of the Term (as same may have been previously extended) shall be deemed a waiver of any right to extend the term of this Sublease. In the event the City agrees to extend the term of the Interlocal Agreement, the Authority shall likewise extend the Term of this Sublease for an equivalent period of time on the same terms and conditions of this Sublease in force during the original Term, as the same may have been, modified from time to time by written agreement of the parties. Section 2.3 Easements. Effective on the Possession Date, the Authority shall be deemed to have granted to the Museum the easements granted by the City to the Authority under Article 5 of the Interlocal Agreement and all of the Authority's right, title and interest therein. Section 2.4 Easement for Development of Other Areas of Watson Island. The Museum 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 6 electrical conduits, pipes, and cables in, to, under and through the areas along the boundaries of the Property 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 Project or the use and enjoyment of the Property by the Authority or the Museum, and the other conditions of Section 5.3 of the Interlocal Agreement are met. The Authority agrees that it shall consult with and obtain the consent of the Museum 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 Museum also acknowledges that the City 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 Project. By its execution hereof, the City agrees with the Museum 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 Project. The Museum 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 Property in locations mutually agreeable to the City, the Authority and the Museum which do not unreasonably interfere with the Project. Section 2.5 Parking. The Authority represents that, by the date on which the Museum opens its doors to the public and throughout the remainder of the Term, the Museum shall have available to it 142 unassigned parking spaces to be located on a surface lot or in a parking garage to be constructed on land lying immediately adjacent to the Subleased Premises in the location depicted on Exhibit C attached hereto. The parking spaces shall be made available to the Museum for the use of the Museum, 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 Museum and the entity operating the parking facility. Notwithstanding the foregoing, in the event that the parking facility is operated by the City or any department, agency or authority related to, associated with or under the jurisdiction of the City, the parking rates shall not exceed the lesser of (i) the then prevailing rates for municipal parking spaces, or (ii) such lower rates as may be negotiated by the Museum. The Museum agrees that it will maintain not less than four (4) handicapped parking spaces on the Property throughout the Term. Notwithstanding the foregoing, upon the written request of the Authority delivered to the Museum in accordance with the notice provisions of this Sublease not less than thirty (30) days prior to the expiration of the Review Period (as defined in the Development Agreement), the Museum, at its sole cost and expense, shall design and construct its 142 parking spaces if the City determines it is in the best interest of the City to require the Museum to construct such parking. In such event, the Museum shall construct its parking on the land depicted in Exhibit F to the extent such land is needed for the construction of the 142 parking spaces, and shall have the right and license to use same as hereinabove provided free of charge. Section 2.6 Condition Precedent; Conditions Subsequent; Right to Terminate. This Sublease is subject to the following conditions: 2.6.1 Condition Precedent. The Museum agrees that this Sublease shall be automatically terminated in the event that within twelve (12) months after the Effective Date, the. Museum .shall .not have provided to the Authority (i) satisfactory evidence that sufficient funds have been or will be secured by the Museum for the construction of the Project (which evidence may consist of approved grants, loan commitments. letters confirming individual and/or corporate donations or sponsorships, etc.), and (ii) a commercially reasonable business plan supporting the operation of the Museum over the initial five (5) years following the Possession Date. The Museum covenants not to sue nor contest the termination of this Sublease under this Section, whereupon the parties hereto shall be released from all further obligations hereunder. 2.6.2 Conditions Subsequent. The Museum 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) Within twelve (12) months after the Effective Date, the Museum shall have commenced construction of the Project, subject to Unavoidable Delay; and (b) Within thirty (30) months after construction of the Project has commenced, the Project 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 Project 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 Museum 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. 2.6.3 Termination of Development Agreement. The parties hereby acknowledge that all liabilities, obligations and covenants of the Museum and the Authority under this Sublease are contingent upon the satisfaction of the conditions set forth in Article II (entitled "Conditions Subsequent") of the Development Agreement. In the event that the Museum terminates the Development Agreement under said Article II for any reason, then this Sublease shall automatically terminate and be of no further force or effect, and the parties shall be released from all further obligations hereunder. The Authority and the Museum agree to execute a written certification confirming the termination of this Sublease under the foregoing provision upon the request of either party to do so. 2.6.4 Termination of Interlocal Agreement. In the event that the Interlocal Agreement is terminated under Section 6.2, Section 6.3 or Article 17 thereof, then this Sublease shall automatically terminate and be of no further force or effect, and the parties 8 shall be released from all further obligations hereunder. The Authority and the Museum agree to execute a written certification confirming the termination of this Sublease under the foregoing provision upon the request of either party to do so. Section 2.7 Pre -Possession Date Signage. From and after the Effective Date, the Museum, at its sole cost, shall have the right and license to keep and maintain a sign (the "Museum Sign") on the Property which publicizes the Property as "The Future Home of the Miami Children's Museum" (or words of like import), together with the right of ingress and egress to and from the Museum Sign for the purpose of maintaining, altering, replacing and/or removing the Museum Sign. The Museum Sign shall be installed in a location mutually acceptable to the parties, and shall be installed and maintained by the Museum under valid permits and in compliance with all Applicable Laws. In the event that this Sublease is terminated for any reason, the Museum, at its sole cost, shall be required to immediately remove the Museum Sign from the Property and to restore any damage caused by such removal. The Museum 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 Museum's installation of the Museum Sign on the Property. The Museum Sign shall be subject to the approval of the City and the Authority, which shall not be unitasonably withheld, conditioned or delayed. ARTICLE III PURPOSE OF USE AND OCCUPANCY Section 3.1 Use of Subleased Premises. The Museum agrees that the Subleased Premises shall be known throughout the Term as the "Miami Children's Museum" 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 utiii7ed solely for the development, construction, management and operation of a regional children's museum and related facilities and improvements. The primary purpose of the Museum will be to offer participatory educational interactive exhibits and programs that are designed to stimulate understanding through involvement for infants through school -age children. The Museum's programs may include without limitation: pre-school and "parent and me" classes, after school and weekend classes and programming, field trips for public and private school students, camps (including summer camps), scout troops and other groups; environmental and outdoor programs; puppetry, theater, music and dance performances; lectures and workshops for parents and educators; visual and performing art classes; multicultural and other educational festivals; and other special events customary or ancillary to a children's museum. The Museum may also contain other educational and Museum patron - 'related business and services ancillary to or customary in the operation of a regional children's museum (such as, by way of example and not limitation, an educational gift shop, educational facilities, photo concession and restaurant/snackbar). Any restaurant/snack bar shall serve patrons, employees, licensees and visitors of the Museum only. Any police and fire related exhibits will display the name and seal of the City of Miami. The Museum shall only use City of Miami police and fire services when said services are required for their operations including special events. The Project shall be operated at all times for the use and benefit of the public, and all of the Project's facilities and services shall be made available to the public on fair and reasonable terms without discrimination. The Museum 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 Museum 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 Authority's sole discretion. This Sublease and all rights of the Museum hereunder shall, at the option of the Authority, cease and terminate if the Museum uses the Subleased Premises for any purposes not permitted herein. Section 3.2 Continuous Duty to Operate. Except where the Subleased Premises are rendered untenantable by reason of fire or other casualty, the Museum shall at all times during the term of this Sublease following the Completion Date: (i) occupy the Subleased Premises; (ii) continuously conduct operations in the Subleased Premises in accordance with the terms of this Sublease; and (iii) keep the Subleased Premises open for operation during hours usual for this type of facility. Section 3.3 Deed Restrictions. The conveyance of the leasehold interest in the Property under this Sublease and the Museum's activities pertaining to planning, establishment, development, construction, improvement, maintenance and operation of the Project, have been found to be in compliance with the Deed Restrictions as public and governmental functions exercised for a public purpose. The Museum 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 Museum covenants and agrees to, and shall cause all subtenants to, comply with the Deed Restrictions throughout the entire Term. The Museum further agrees that a violation of the Deed Restrictions by the Museum 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 without the need for notice of any kind to any party. The Authority covenants and agrees that it shall take no action with regard to the Property that would constitute a violation of the Deed Restrictions. Section 3.4 Authority Recognition. The Museum shall install in the lobby area of the Building a sign, plaque . or similar device of recognition of the Authority and its role in entering into this Sublease with the Museum, the size, design and location of which shall be mutually agreeable to the Authority and the Museum acting reasonably and in good faith. ARTICLE IV INFRASTRUCTURE; SERVICES; REPAIRS Section 4.1 Infrastructure Improvements. The Museum, at no cost to the Authority, shall (a) design, construct and install all necessary utilities required in connection with the construction and operation of the Project including, but not limited to, all necessary connections to existing water, sanitary sewer and storm water drain mains, and mechanical and electrical 10 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 the Museum access road connecting the Property to the causeway access roadway servicing the southside of Watson Island (the "Museum Access Road"); and (c) pay up to fifty percent (50%) of the cost for the design and construction of the Entry Boulevard (the "Entry Boulevard"), provided that (i) the Museum shall not be responsible for performing the actual design and construction of the Entry Boulevard, and (ii) the total cost to the Museum for the Entry Boulevard shall not exceed $200,000. The City and the Authority agree to investigate alternative sources of funding for the Entry Boulevard. Furthermore, in the event that construction of the currently planned Aviation and Visitor's Center south of the Property does not proceed for any reason, the City and the Authority will re-evaluate the necessity of the Entry Boulevard before requiring the Museum to contribute to its design and construction. The Museum Access Road and Entry Boulevard are depicted in Exhibits D-1 and D-2. Section 4.2 Utilities. The Museum, 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, stormwater fees, trash and garbage removal. Section 4.3 Services. The Museum shall, at its sole cost and expense, cause to be provided to the Project all services required to operate the Project on the Subleased Premises, including, but not limited to, heating, ventilation and air conditioning required in the Museum's judgment for the comfortable use and occupation of the Building; 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 Project shall be sufficient to support the actual demands of the Building and the Subleased Premises. Section 4.4 Repairs. The Museum shall, at its sole cost and expense, provide all maintenance, including preventive maintenance, repairs and replacements, as necessary, to the Subleased Premises and the Building, 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 Museum. The Museum 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 Museum shall, at its sole cost and expense, provide the following preventive maintenance and services: (a) Cleaning and janitorial services for the Property; (b) Grounds services including lawn, shrub and tree maintenance and removal of any rubbish or obstructions from the Property; 11 (c) Interior and exterior window cleaning to be performed as needed but no less than once every one hundred and twenty (120) days; (d) Vermin control as necessary, but no less than once every sixty (60) days; (e) Periodic maintenance and cleaning of kitchen and exhaust equipment, and grease traps or grease inceptors, if applicable; and (f) 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 Property as necessary, but no less than once every four (4) years. In addition to the above, commencing during the fourth Sublease Year following the Museum's initial occupancy of the Building, and once every two (2) years thereafter, the Museum, 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 Museum 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 Museum 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 Property to be cleaned or repaired without waiving its right based upon any default of the Museum and without releasing the Museum from any obligations hereunder. The Museum 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 Museum's failure to perform the corrective measures or cleanup to the Property as directed shall constitute a default of this Sublease. Nothing herein shall imply that maintenance, repair and inspections should be performed by the Museum only at the suggested intervals. The Museum shall, at all times, be responsible for the condition of the Property and shall perform 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 (other than for their own or any of their agents, servants and employees gross negligence or willful misconduct) 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 Building. Section 4.7 - Landscaping. The Museum shall plant and maintain the landscaping within the Subleased Premises in accordance with the landscape plan submitted and approved 12 with the MUSP. Such landscaping shall be maintained in a manner consistent with a first class regional children's museum facility. The Museum 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 Museum. Additionally, the Museum agrees to maintain the greenspace area depicted in Exhibit E, if requested to do so by the City, in such condition as may be reasonably requested by the City, so long as the cost of maintenance of such area does not impose an unreasonable financial burden on the Museum. The Museum shall not be required to landscape the area depicted in Exhibit E. 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 Museum. ARTICLE V CONSIDERATION Section 5.1 Base Rent. From and after the Possession Date, the Museum shall pay to the Authority, in advance, Base Rent of TWO DOLLARS ($2.00) per Sublease Year, payable in advance at the commencement of the Term if the Museum so elects. The Base Rent shall be fixed for the Term of this Sublease. The Museum shall pay to the Authority the amount of any sales or similar tax imposed by the State of Florida, if applicable, or any subdivision thereon on the Rent and other charges payable by the Museum under this Sublease. Such payments on account of sales or similar taxes shall be paid together with the corresponding amounts due under this Sublease and the obligation to pay same shall survive the expiration or earlier termination of this Sublease. Section 5.2 Additional Rent. In addition to the Base Rent, all other payments or charges payable by the Museum (if any), however denoted, are called "Additional Rent". All Additional Rent shall be paid when required under this Sublease. Section 5.3 Interest on Late Payments. Any payment made by the Museum 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%) from the date such payment is due until such time as the payment is actually received by the Authority. Section 5.4 Place of Payment. Payment of the Base 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. 13 ARTICLE VI IMPOSITIONS Section 6.1 Impositions. The Museum 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 Base Rent, the Museum will provide to the City "in kind" services each Sublease Year having a dollar value of not less than $75,000 per Sublease Year ("In Kind Services"). The In Kind Services to be provided by the Museum each Sublease Year shall include the following services (even if such services in the aggregate exceed the minimum $75,000 value required of the Museum in the immediately preceding sentence): (i) a year round discount of fifty percent (50°/6) off the standard entrance fee to the Museum for City of Miami residents, (ii) special programs to be established in cooperation with and monitored by the City of Miami Parks and Recreation Department which shall include, at a minimum, scholarships having a dollar value of not less than $25,000 in the aggregate (for field trips, reduced admission charges for families, summer, fall, winter and spring camps, or other programming and/or activities of a similar nature), (iii) use of the Museum's auditorium for a maximum of six (6) City or City -sponsored events, and (iv) use of the Museum's auditorium for a maximum of two (2) events approved by the board of directors of the Authority. The Museum's obligation to provide In Kind Services under this Sublease (including the items specified in (i) through (iv) above) shall commence on the date which the Museum opens its doors to the public, but shall be prorated on a per diem basis for. the Sublease Year in which the Museum opens based on the number of days remaining in such Sublease Year. With respect to items (iii) and (iv), it is agreed that: (a) the events will be held on mutually agreeable dates and times, provided that the Museum will use commercially reasonable efforts to accommodate the City's and the Authority's (as applicable) selected dates, (b) the City and the Authority will give the Museum no more than six (6) months, and no less than ten (10) days, prior written notice of the proposed date and time for their respective event(s), and (c) the City and Authority (as applicable) shall beresponsible for all costs not included in the normal rental of the auditorium (by way of example and not limitation, if the cost of security and post -event clean-up are not included in the normal rental fee, the City or Authority (as applicable) will be responsible for providing and paying for them separately). The amount of In Kind Services shall be increased on the first day of each Sublease Year by any increase during the prior year_ in the index known as "United States Bureau of Labor Statistics, Consumer Price Index, utilizing the "Consumer Price Index for All Items, Miami - Ft. Lauderdale, Florida", Base Year 1982-84=100 (hereinafter the "CPI"). In no event shall any CPI adjustment result in an amount of In Kind Services per annum which is less than seventy-five thousand dollars ($75,000). Notwithstanding the above, the Museum's obligation to pay all ad valorem taxes shall not be limited to the amount of In Kind Services being provided and the Museum shall be obligated to pay the entire ad valorem tax even if same exceeds the amount of In Kind Services required. 14 ARTICLE VII HAZARDOUS MATERIALS Section 7.1 Handling of Hazardous Materials. The Museum 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 Museum 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 Museum'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 Museum agree that the Museum may use materials in normal quantities that are necessary for the construction of the Project 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 Museum 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 Museum shall at all times during the Term and at the expiration of this Sublease, at its sole cost and expense, be responsible forperforming 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 Museum or at the Museum's direction, or by the Museum's failure to comply with any Hazardous Materials Laws. Upon termination or expiration of the Sublease, the Museum shall, at its sole cost and expense, cause all Hazardous Materials, including storage devices, placed in or about the Subleased Premises by the Museum or its members or guests, or at the Museum'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. Section 7.2 Indemnification. The Museum 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 15 Material placed in or about the Subleased Premises or used by the Museum or at the Museum's direction or by the Museum'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. The foregoing indemnity shall not cover any claims, liabilities, penalties, forfeitures, losses or expenses resulting from the gross negligence or willful misconduct of the City, the Authority or anyone acting by, through or under either of them. Section 7.3 Disclosure, Warning and Notice Obligations. The Museum 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 Museum acknowledges and agrees that all reporting and warning obligations required under the Hazardous Materials Laws are the sole responsibility of the Museum, whether or not such Hazardous Materials Laws permit or require the Authority to provide such reporting or warning, and the Museum shall be solely responsible for complying with Hazardous Materials Laws regarding the disclosure of, the presence or danger of Hazardous Materials. The Museum shall promptly notify the Authority, in writing, of any complaints, notices, warning, reports or asserted violations of which the Museum becomes aware relating to Hazardous Materials on or about the Subleased Premises. The Museum shall also promptly notify the Authority if the Museum 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 Term upon reasonable notice to the Museum, 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 Museum shall have the right to have a representative present during any such testing. In the event that any test reveals non-compliance with applicable Hazardous Materials Laws, then the Museum shall immediately, upon demand, reimburse to the Authority the cost of the test, unless the Museum 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 Museum's Obligations. The respective rights and obligations of the Authority and the Museum 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 Museum 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 Property, including, but not limited to, any grants, donations, foundation support, tournaments, special events and/or other contributions to the Museum. 16 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 orrepresentatives 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 Museum shall have the right to have a representative present during such audit. The Museum 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 Museum shall also retain copies of all sales and tax returns covering its operations at the Museum 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 Museum's sales therein, and shall, upon demand, deliver photographic copies thereof to the Authority at no cost. The Museum 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 Museum 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 Museum's operations at the Property, prepared and certified by a certified public accountant (a "CPA") employed at Museum'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 Museum, and that the financial statement is prepared in accordance with generally accepted accounting principles and practices and represents the revenue and expenses of the Museum 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 Museum's business affairs, records, files, sales slips and sales tax records in connection with the Museum's operations on, from or related to the Property for the period covered by any financial statement, report or record furnished by the Museum 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 WITH LAWS Section 9.1 Licenses and Permits. The Museum shall, at the Museum's sole cost and expense, obtain any and all licenses and permits necessary in connection with the Museum's use and occupancy of the Subleased Premises and its maintenance of the Building and the Subleased Premises. Section 9.2 Compliance with Laws. The Museum accepts this Sublease and hereby acknowledges that the Museum'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 Museum shall comply therewith as the same presently exist and as they may be amended hereafter. 17 ARTICLE X ALTERATION OF PREMISES Section 10.1 Change/Alterations. Except during the initial construction of the Project 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 Museum shall not make or allow to be made any structural alterations, alterations to the exterior of the Building, expansion of the restaurant, or alterations to the electrical, mechanical or plumbing systems servicing the Building which require a permit (each a "Major Alteration" and collectively the "Major Alterations"), without fast obtaining the written consent of the Authority, which consent shall not be unreasonably withheld or conditioned and shall be granted or denied within fifteen (15) City Business Days of the Museum's provision of all documents concerning the Alteration reasonably required by the Authority including proof of funding and/or its financing plans. The Museum shall be permitted to perform 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 performed in accordance with this Article and the other provisions of this Sublease. All Major Alterations shall require the City's prior written approval, which shall not be unreasonably withheld or conditioned, and shall be granted or denied within fifteen (15) City Business Days of request. Failure of the Authority or the City to respond within said 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 Museum obtain bonds and Builder's Risk Insurance. The Museum 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 perform all mechanical, electrical, plumbing, air conditioning, permanent partition and ceiling tile work, and such work shall be performed at the Museum'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 Museum 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 Mechanics' Liens. The Museum shall not knowingly suffer or permit any mechanics' liens to be filed against the title to the Subleased Premises, the Building, or the Project, nor against the Museum's interest in the property, nor against any Alteration by reason of 18 work, labor, services or materials supplied to the Museum or anyone having a right to possession of the Subleased Premises, the Building, or the Project as a result of an agreement with or without the consent of .the Museum. Nothing in this Sublease shall be construed as constituting the consent or request of 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 Alteration, or repair of or to the Subleased Premises, the Building or the Subleased Premises nor as giving the Museum 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 interest in the Subleased Premises, the Building, or the Project. If any mechanics' lien shall at any time be filed against the Subleased Premises, the Building, or the Project, the Museum shall cause it to be discharged of record within thirty (30) days after the date the Museum has knowledge of its filing. If the Museum shall fail to discharge a mechanics' lien within that period, then in addition to any other right or remedy, 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 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 Authority shall constitute Additional Rent due and payable under this Sublease and shall be repaid to the Authority by the Museum immediately upon rendition of any invoice or bill by the Authority_ The Museum shall not be required to pay or discharge any mechanics' lien so long as the Museum shall in good faith proceed to contest the lien by appropriate proceedings and if the Museum shall have given notice in writing to 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. The Authority shall not be entitled to pay the lien or compel the prosecution of any action with respect thereto during any time that the Museum is contesting such lien. ARTICLE XI AUTHORITY'S INSPECTION AND RIGHT OF ENTRY Section 11.1 Inspection by Authority. The Authority 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 Museum is operating in compliance with the terms and provisions of this Sublease. Section 11.2 Authority's Right of Entry. The Museum agrees to permit the Authority 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 Project. 19 ARTICLE XII INDEMNIFICATION AND INSURANCE Section 12.1 Indemnification by Museum. The Museum shall indemnify, protect, defend and hold harmless the Authority and the City, their officials and employees, from and against any and all claims, suits, actions, damages or causes of action of whatever nature arising out of the use or operation of the Subleased Premises, whether such claim shall be made by an employee or member of the Museum, 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 Museum 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 Museum 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 performance of any obligation on the Museum's part to be performed under the terms of this Sublease, or arising from any act, neglect, fault or omission of the Museum, 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 Museum's indemnity hereunder, the Museum upon notice from the Authority or the City shall defend the same at the Museum's expense by counsel approved in writing by the Authority and the City (such approval not to be unreasonably withheld). The Authority and the City reserve the right to defend themselves, provided that in actions against both they use the same counsel. The Museum shall promptly 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 Museum, its members, agents, contractors or employees, which claim or action could result in liability for the City or the Authority. The Museum shall also promptly notify the Authority and the City if the Museum knows or has reason to believe a claim or action will be filed, of whatever nature, arising out of the use or operation of the Subleased Premises by the Museum, its members, agents, contractors or employees, which claim or action could result in liability for the City or the Authority. Section 12.2 Insurance. During the period from the commencement of construction of the Project through the Completion Date, the Museum shall maintain the insurance coverage required of the Museum under the Development Agreement. The Museum, 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, the following insurance: 20 12.2.1 Commercial General Liability insurance on a comprehensive general liability coverage form, or its equivalent, including contractual liability, products and completed operations, personal injury, and premises and operations coverages against all claims, demands or actions, bodily injury, personal injury, death or property damage occurring in, on or about the Subleased Premises with such limits as may be reasonably requested by the Authority from time to time but not less than $2,000,000 per occurrence combined single limit for bodily injury and property damage. The Authority and the City shall be named as Additional Insureds on the policy or policies of insurance. 12.2.2 "All Risk" property insurance coverage against loss or damage by fire, windstorm, vandalism, malicious mischief, water damage to contents, sprinkler leakage and special coverage, insuring one hundred percent (100%) of the replacement cost of the Museum's alterations, improvements, fixtures, equipment, furniture, personal property, trade fixtures and floor coverings in and about the Subleased Premises. The City, the Authority and the Museum shall be named as Loss Payees. 12.2.3 Flood insurance in the maximum amount available under the national flood insurance program. The City, the Authority and the Museum shall be named as Loss Payees. 12.2.4 Automobile liability insurance covering all owned, non -owned and hired vehicles used in conjunction with operations covered by this Sublease. The policy or policies of insurance shall contain such limits as may be reasonably requested by the Authority from time to time but not less than $500,000 for bodily injury and property damage. The requirements of this provision may be waived upon submission of a written statement that no automobiles are used to conduct business. 12.2.5 State law. Worker's Compensation insurance in the form and amounts required by 12.2.6 The Authority and the City reserve the right to amend the insurance requirements by the issuance of a notice in writing to the Museum, provided that any new or amended requirements are consistent with industry standards for similar uses and facilities. The Museum shall provide any other insurance or security reasonably required by the Authority or the City. 12.2.7 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 Museum and its insurer(s). 12.2.8 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 21 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 policiesrequiredaboveshallbe 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 Museum's obligation to fulfill the insurance requirement herein. In the event the Museum 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 Museum 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 Museum's failure to procure insurance shall in no way release the Museum from its obligations and responsibilities as provided herein. Section 12.3 Waiver of Subrogation. The Museum 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 Museum, or any insurance actually carried by the Museum, 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 either of them. The Museum 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. Except to the extent caused by the gross negligence or willful misconduct of the City or the Authority, or anyone acting by, through or under either of them, 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 Museum, or the Museum'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 Project through the Completion Date, the provisions of 22 Article V of the Development Agreement shall govern with regard to the use of insurance proceeds and reconstruction of the Project after a casualty. From and after the Completion Date through the end of the Term, if the Building shall be damaged by fire or other casualty, the Museum 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 one hundred fifty (150) days following the casualty, to commence to rebuild, replace and repair the Building to a condition comparable to the condition that existed prior to the casualty. The Museum 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 Building is damaged, the Museum 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 casualty until the date that the reconstruction work on the Subleased Premises is, completed. Except to the extent caused by the gross negligence or willful misconduct of the Authority or anyone acting by, through or under it, the Authority shall not be liable for interruption to the Museum's business or for damage to or replacement or repair of the Museum's personal property (including, without limitation, inventory, trade fixtures, floor coverings, furniture and other property removable by the Museum under the provisions of this Sublease) or to any improvements installed in the Subleased Premises, resulting from a casualty. Section 13.2 Museum's Option to Terminate Lease. If (a) the Building is damaged as a result of any cause which is not covered by the Museum's insurance, or (b) the Building is damaged or destroyed in whole or in part during the last four (4) years of the Term, or (c) fifty percent (50%) or more of the Building'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 Museum 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 Museum may elect to terminate this Sublease by giving to the Authority notice of such election within ninety (90) days after the occurrence of the casualty. 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 Museum's failure to perform any of its obligations hereunder prior to the date of such notice) shall be adjusted as of the date of such casualty. Section 13.3 Authority's Option to Terminate Lease. If (a) the Building is damaged or destroyed in whole or in part during the last four (4) years of the Term, and fifty percent (50%) or more of the Building'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 Museum written notice of such election within ninety (90) days after the date of the 23 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 Museum shall immediately vacate the Subleased Premises as if the Term had expired. Section 13.4. Termination of Interlocal Agreement. In the event that the Interlocal Agreement is terminated by either party thereto under Section 15.2 thereof, then this Sublease shall automatically terminate and be of no further force or effect. The Authority agrees to provide the Museum with a copy of any written notice of termination delivered by the Authority to the City, or the City to the Authority, under Section15.2 of the Interlocal Agreement. Section 13.5 Demolition and Reconstruction. If the Building shall be so substantially damaged that it is reasonably necessary in the Museum's judgment to demolish the Building for the purpose of reconstruction, the Museum may demolish the same. All restoration, repairs and reconstruction of the Building and other improvements on the Subleased Premises under this Article shall be performed by the Museum 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 Building, the Museum's restoration and reconstruction of the Building shall be performed under the same terms and conditions applicable to the initial construction of the Project 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 one hundred fifty (150) days following the casualty and shall be completed not later than thirty (30) months thereafter, subject in each case to Unavoidable Delay. Section 13.6 Insurance Proceeds. If this Sublease is not terminated pursuant to Sections 13.2, 13.3 or 13.4, the Museum shall disburse and apply any insurance proceeds received by the Museum (or any separate funds of the Museum, if the insurance proceeds are applied to any Leasehold Mortgages) to the restoration and rebuilding of the Building in accordance with this Article. If this Sublease is terminated pursuant to Section 13.2, 13.3 or 13.4, then the Authority and the City shall be entitled to receiveall of the insurance proceeds subject to any rights of any 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 XIV EMINENT 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 Museum 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 Museum shall be paid as follows: 24 First: There shall be paid all expenses, if any, including reasonable attorneys' fees, incurred by the Authority and the Museum in such condemnation suit or conveyance and, if the condemnation occurs prior to the Completion Date, the Museum shall be fully reimbursed for all construction financing proceeds theretofore disbursed (both by any Leasehold Mortgagee and/or by or on behalf of the Museum); and Second: The Authority and the Museum 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 Project as found by the court or jury in its condemnation award. Section 14.2 Partial Permanent Taking. In the event that less than all of the Subleased Premises shall be taken by condemnation or deed in lieu thereof and the Museum 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 Museum shall restore the Project so that it will be comparable to the Project 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 Museum shall not be required to restore the Project. The award or awards of damages allowed the Authority and the Museum 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 Museum in such condemnation suit or conveyance; Second: There shall be paid to the Museum the amount required to complete the restoration of the Project; and Third: The Authority and the Museum 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 Project 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 Museum 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 Museum shall not, at any time 25 during the Term of this Sublease, transfer, assign or sublet this Sublease, the term 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 Museum, 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. For purposes of this Section, any change in the status of the Museum so that it shall cease to be a not -for -profit entity shall constitute an unauthorized transfer. Notwithstanding the foregoing, the Authority recognizes that the Museum may assign the Sublease to, or may otherwise merge or consolidate its operation with, another not -for -profit museum organization. Such assignment, merger or consolidation shall be subject to the consent of the Authority, which consent shall not be unreasonably withheld, conditioned or delayed, and is subject to the Property continuing to be used for the purpose authorized under this Sublease. The Museum shall provide all documents concerning such Transfer to the Authority for its review including, but not limited to, the relevant experience of the new entity, makeup of the new entity and evidence of non-profit status. It is agreed that all terms 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 Museum 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 Museum may be terminated. The Museum 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 andactions 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 Museum may not operate on its own certain elements of the Project, such as the restaurant and gift shop. Accordingly, notwithstanding the terms of Section 15.1, the Museum 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 Lease, without the consent of the Authority. By way of example (and not limitation), the Museum may enter into a separate license, concession or operating agreement with a third party for the purpose of operating the restaurant/snackbar, the gift shop and/or the photo concession, without the consent of the Authority, so long as the agreement governing the relationship of the Museum 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, 26 (iii) is subordinate to this Sublease, and (iv) provides a service expressly permitted under this Sublease. If requested by the Authority, the Museum 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 Museum. 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 Museum's interest under this Sublease permitted by this Article XV and approved by the Authority shall release the Museum from the obligation to pay the Base Rent, Additional Rent and to perform all other obligations of the Museum 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 Museum's Transferee defaults under this Sublease and the Museum has not otherwise been released from liability hereunder, the Authority may proceed directly against the Museum without pursuing remedies against the Transferee, or against the Transferee and then also proceed directly against the Museum under this Sublease. Any action by the Authority against the Museum shall not release the Transferee. The Authority may consent to subsequent Transfers or modifications of this Sublease by the Museum's Transferee, without notifying the Museum or obtaining its consent. Such action shall not relieve the Museum'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 Museum or of the estate of the Museum 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 Property 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 Property be used exclusively for the purposes herein authorized and as permitted under the Deed Restrictions. 27 ARTICLE XVI MORTGAGE. FINANCING; RIGHTS OF MORTGAGEE Section 16.1 Leasehold Mortgages. The Museum, and any successor or assign of the Museum, may, from time to time pledge, mortgage or encumber the Leasehold Estate and any other interests of the Museum 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 Museum's right to place a Leasehold Mortgage against the Museum's leasehold estate is subject to the Museum 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 Museum 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 Museum 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 Museum shall deliver to the Authority promptly after execution by the Museum 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 Museum may not encumber the Leasehold Estate as security for any indebtedness of the Museum 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 Museum. 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 Museum 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 Museum shall be deemed to have been duly given nor shall such notice be effective unless such notice is also given in said manner to each such Leasehold Mortgagee. (b) In case the Museum 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 Base Rent or the failure to perform any other covenant which the Museum is required to perform under this Sublease, and the Authority shall accept performance by or on behalf of such Leasehold Mortgagee as though, and with the same effect as if, the same had been done 28 or performed by the Museum. 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 Museum under this Sublease in respect of the specified default after the giving of such notice to the Museum, 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 Building, 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 the said period. In no event shall a default due to a failure to pay Base 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 Museum under this Sublease that is not susceptible of being cured by the Leasehold Mortgagee without being in possession and control of the Building, 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 Museum'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 Museum under this Sublease during the pendency of such foreclosure proceedings; (iii) during the period of the Authority's forbearance, the Leasehold Mortgagee shall comply withsuch 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 Museum'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 Museum 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 Museum'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 Museum not then susceptible of being cured by such party shall be deemed to have been waived by the Authority upon such acquisition. (d) Notwithstanding any provision in this Section 16.2 to the contrary, no Leasehold Mortgagee shall have the right or an opportunity to cure a breach or 29 violation of the Deed Restrictions by the Museum, the occurrence of which shall cause an automatic termination of this Sublease as provided in Section 3.3 herein. (e) A Leasehold Mortgagee (or its designee or nominee) may become the legal owner and holder of the interest of the Museum under this Sublease, including, without limitation, ownership of the Project, 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. (f) The Authority agrees that in the event of termination of this Sublease for any reason (other than a default by the Museum 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 Term, effective as of the date of such termination, at the rent and upon the terms, provisions, covenants and agreements as herein contained, provided: (1) 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 Museum had under the terminated Sublease. (iv) The new lease does not violate the Deed Restrictions. (g) 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 Museum's obligations, or increase the Museum's rights, or decrease the Authority's rights. (h) 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. (i) Notwithstanding any contrary provision of this Sublease, the Leasehold Mortgagee shall not be liable or responsible in any respect for any of the 30 Museum'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. 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. Section 16.4 Lease Modifications. The Authority will not modify, amend or accept a surrender of this Sublease without the prior written consent of the Leasehold Mortgagee. Any such modification, amendment or surrender without the written consent of the Leasehold Mortgagee, which consent shall not be unreasonably delayed orwithheld, of which the Authority has been given notice shall be void and of no force or effect. Notwithstanding any provision in this Sublease to the contrary, the Authority's right to terminate this Sublease shall be limited by the provisions of Section 16.2. ARTICLE XVH OWNERSIHP OF IMPROVEMENTS Within sixty (60) days after the Completion Date, the Museum shall convey title to the Building and related improvements on the Property to the City without any compensation or other consideration due the Museum. Upon such conveyance, the terms "Property" and "Subleased Premises" shall automatically be deemed to include the Building and all improvements on the Property for all purposes of this Sublease without any increase in rent or payment by the Museum to the City or the Authority. Furthermore, title to all permanent Alterations affixed to the Building during the Term shall, unless otherwise provided by written agreement, be and upon their completion become part of the Building. Any furniture, furnishing equipment or other articles of movable personal property owned by the Museum and located in the Subleased Premises, including without limitation, all interactive exhibits installed by the Museum on the Property, shall be and shall remain the property of the Museum and may be removed by it at any time during the Term of this Sublease. However, if any of the Museum's property is removed during or at the end of the Term, and such removal causes damage to the Subleased Premises, the Museum shall repair such damage at its sole cost and expense. Any property belonging to the Museum and not removed by the Museum at the expiration or earlier termination of the Sublease, shall at the election of the Authority, be deemed to be abandoned by the Museum, 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 Museum shall deliver to the Authority 31 the keys and combination to all safes, cabinets, vaults, doors and other locks left by the Museum on the Subleased Premises. ARTICLE XVIII SIGNAGE; WATSON-ISLAND ASSOCIATION Section 18.1 Building Signage. The Museum, at its sole cost and expense, may install identification signage on the Building in accordance with the plans attached to the approved MUSP, provided that the Museum complies with all Applicable Laws and legal requirements, including the requirements set forth in the City of Miami Code and Zoning Ordinance. The Museum agrees to comply with any future signage criteria adopted for Watson Island with respect to any signage installed by the Museum after the date of the adoption of such signage criteria. During the Term, the Project shall always be know as, and named, the "Miami Children's Museum", which name shall be prominently displayed on any signage on the Building. Upon the expiration or earlier termination of this Sublease, for any reason, the Museum shall, at its sole cost and expense, remove and dispose of all signs located on the Building or the Subleased Premises, and shall repair any damage caused by such removal. The Museum's intention with respect to signage for the Project shall be included in the scope of work during construction of the Building. All signage on the exterior of the Building shall be subject to the approval of the City and the Authority, which shall not be unreasonably withheld or delayed. Section 18.2 Watson Island Signage System_ The Museum 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 Museum agrees to pay its pro rata share thereof. The Museum'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 Museum acknowledges the City's intent to form 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 Museum 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 Museum. It is hereby agreed that the costs passed through to the Museum 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 Museum'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 32 Watson Island (other than the Museum) are not currently obligated to participate in the Watson Island Association. In no event shall the Museum'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 Museum in writing the manner in which it has established the Museum's contribution and the basis therefor. The Museum 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. Section 18.4 Expense Pass-Throughs. The Authority agrees that the Museum shall not be double -charged for any expenses passed through to the Museum under this Sublease. Accordingly, the Museum shall pay for each such expense in accordance with the terms hereof one time only, notwithstanding that one or more sections of this Sublease may address the same item of expense. ARTICLE XIX DEFAULT PROVISIONS Section 19.1 Events of Default - Museum. (a) Events of Museum's Default. Each of following events is defined as an "Event of Museum's Default": (i) The failure of the Museum 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 Museum; (ii) The failure of the Museum to perform any of the other covenants, conditions and agreements of this Sublease on the part of the Museum 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 Museum has failed to perform any of the covenants, conditions and agreements) from the Authority to the Museum, unless with respect to any default which cannot be cured within thirty (30) days, the Museum, or any person holding by, through or under the Museum, 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 Museum: (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; or 33 (iv) The entry of an order, judgment or decree by any court of competent jurisdiction, adjudicating the Museum 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. 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 Sublease and shall provide adequate assurances of future performance 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 Museum's Default. The Authority may treat any one or more of the Event(s) of Museum's Default as a breach of this Sublease, and thereupon at its option, without further notice or demand of any kind to the Museum 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 Museum'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 Museum or of any default on the part of the Museum 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 Museum 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 Authority to 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 Museum 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 Museum 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. 34 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 performed by the Authority and the continuance of such failure for a period of thirty (30) days after notice thereof in writing from the Museum to the Authority (which notice shall specify the respects in which the Museum contends that the Authority has failed to perform 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 Museum 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 Museum shall have, in addition to every other right or remedy existing in equity, the right to a writ of mandamus, specific performance, 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 Museum 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 Museum hereby expressly acknowledge and agree that each shall have an affirmative 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 Museum, 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"), 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; provided, however, that the_ party seeking the benefit of the provisions of the Section shall, within thirty (30) 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. 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 35 Museum for any matter whatsoever relating to the termination or the use of the Property, including specifically, without limiting the generality of the foregoing, liability for any expenses incurred by the. Museum in connection with the construction or operation of the Project. 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: NOTICE TO THE MUSEUM: Miami Sports & Exhibition Authority 701 Arena Boulevard Miami, Florida 33136 Attn: Executive Director WITH COPY TO: City of Miami 411 S.W. 2nd Avenue, 1 0'' Floor Miami, FL 33130 Attn: City Manager Miami Children's Museum, Inc. 701 N.W. 1st Avenue Miami, FL 33136 Attn: President WITH COPY TO: Greenberg Traurig, P.A. 1221 Brickell Avenue Miami, FL 33131 Attention: Nancy B. Lash, Esq. Adrienne Pardo, Esq. ARTICLE XXI QUIET ENJOYMENT The Authority represents, warrants and covenants that the Museum, 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 Term without hindrance or molestation by the Authority or any persons claiming under the Authority. ARTICLE XXII ESTOPPEL CERTIFICATES The Museum 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 36 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 ternunate; (iv) all conditions under this Sublease to be performed by the Museum 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 Museum 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 estopped from denying the veracity or accuracy of the same. ARTICLE XXIII REMEDIES CUMULATIVE Section 23.1 Remedies Cumulative. No remedy conferred upon or reserved to the Authority or the Museum 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 Museum 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 Museum. No delay or omission of the Authority or the Museum 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 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 Term. On the last day of the Term, the Museum 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 37 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 Museum 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 Museum's exhibits which may be wholly or partly affixed to the Building's interior walls and movable personal property (which the Museum is entitled to freely remove pursuant to and subject to the terms of Article XVII, in which case the Museum 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 Museum shall repay the Authority for all expenses which the Authority shall incur by reason of it, and in addition the Museum 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 Museum 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 Museum 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 MISCELLANEOUS PROVISIONS J Section 25.1 Ingress and Egress. Subject to rules and regulations, statements and ordinances, and terms of this Sublease governing the use of the Subleased Premises, the Museum, 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. Section 25.3 Amendments. The Authority and the Museum 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 Museum, and consented to by the City, and shall be incorporated as a part of this Sublease. Section 25.4 Award of Agreement. The Museum 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. 38 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 Museum 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 Museum 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 Museum's Obligations Survive Termination. All obligations of the Museum 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. 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 information 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 Memorandum of Sublease attached hereto as Exhibit B, any State of Florida documentary stamps which legally must be attached to said Memorandum (if any), and the applicable Miami -Dade County and State transfer tax (if any), shall be paid in full by the Museum. 39 Section 25.14 Duplicate Originals. This Sublease may be executed in any number of copies, each of which shall constitute an original of this Sublease. Section 25.15 Third Party Beneficiaries. The City is a third party beneficiary of this Sublease and has the right to sue to enforce performance of any of the Museum's obligations under this Sublease. The Museum 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 25.16 Non -disturbance and Attornment/City. The cancellation of the Interlocal Agreement by the parties thereto shall not interfere with the rights of the Museum 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 Museum, within thirty (30) days after the Museum'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 Museum (and, likewise, that of its Sub -subtenants) shall not be disturbed so long as the Museum 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 Museum. In the event of a termination of the Interlocal Agreement, the Museum shall attom to the City. Section 25.17 Provisions not Merged with Deed. None of the provisions of this Sublease, nor the separate estates of the Museum 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 Museum's leasehold estate in the Subleased Premises or its interest in the Project or any part thereof from the Museum to the Authority, or (ii) transferring title to the Subleased Premises or any part thereof from the Authority or the City to the Museum, 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 Project, including all Leasehold Mortgagees, shall join in the execution of a written instrument effecting such merger. Section 25.18 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 in the Building. This waiver shall be self -operative without the execution of further instruments. However, if requested by any party extending credit to the Museum or its subtenants secured by any property on which the Authority would otherwise have a right to a landlord's lien 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 25.19 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 40 approval or consent of the matter in question by the City Manager shall satisfy the requirement for approval or consent of the Authority and the City (as applicable) for all purposes. Section 25.20 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 performance 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 25.21 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 Museum's lease of the Subleased Premises, either verbal or written, are superseded by this Sublease and the Development Agreement and are therefore no longer valid. Section 25.22 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. ARTICLE XXVI AFFIRMATIVE ACTION Section 26.1 Affirmative Action. The Museum shall have in place an Affirmative 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 Museum shall submit a Statement of Assurance indicating that their business is in compliance with all relevant Civil Rights laws and regulations. Section 26.2 Nondiscrimination. The Museum 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 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] 41 ATTEST: IN WITNESS WHEREOF, the parties hereto have individually, through their proper officials, executed this Sublease the day and year first herein above written. Witness: MIAMI SPORTS AND EXHIBITION AUTHORITY By: Print Nam ��p 1� �� �1•� hint Name = le: <-.Pre.-'s y...4c4;ems Print Name: Print Name: P MIAMI CHILDREN'S MUSEUM, INC. By: J. .Payn-Irgic/ bid ,jam Richard Lampen, President Print Name: J+&r'ry CONSENT OF CITY OF MIAMI The undersigned hereby consents to and approves all of the terms and conditions of the foregoing Sublease as of thisa n°� day of /\10ut.r,�t-- , 2001. THE CITY OF MIAMI, a municipal corporation of the State of Foeman, C ty Clerk 11MIA-SRVO1\LA.SHN11323703v05\SDDJ05!.DOC110/5/01 By: Its: EXHIBIT "A" LEGAL DESCRIPTION (CHILDREN MUSEUM) COMMENCE AT A POINT SHOWN MARKED BY AN 5/8" DIAMETER IRON ROD AND CAP STAMPED F.D.O.T.. SHOWN AS P. T. STA. 251-50 ON THE "OFFICIAL MAP OF LOCATION AND SURVEY OF A PORTION OF SECTION 8705. DESIGNATED AS PART OF STATE ROAD A-1-A IN DADE COUNTY, FLORIDA', PREPARED BY THE STATE ROAD DEPARTMENT OF THE STATE OF FLORIDA, AS RECORDED IN IlAP BOOK 56 AT PAGE 71 OF THE PUBLIC RECORDS OF DADE COUNTY, FLORIDA SAID POINT BEING THE POINT OF TANGENCY OF THE CENTER UNE OF THE GENERAL DOUGLAS MACARTHUR CAUSEWAY RUNNING EASTERLY AND SOUTH EASTERLY FROM THE WESTERLY LIMITS (WEST BRIDGE) OF WATSON ISLAND AS SHOWN ON SHEET 3 OF THE STATE ROAD DEPARTMENT RIGHT-OF-WAY MAP SEC710N NO. (8706-112) 87060-2117, REVISED MARCH 25, 1959, THENCE SOUTH 59' 51' 26" WEST ALONG A RADIAL UNE A DISTANCE OF 252.79 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 26 22' 36" EAST ALONG PARCEL 102 AS SHOWN ON A FLORIDA DEPARTMENT OF TRANSPORTATION PARCEL SKETCH OF SECTION 87060-2576 A DISTANCE OF 33.52' I-LLI; THENCE SOUTH 17 58' 22" EAST ALONG SAID SOUTHWESTERLY RIGHT OF WAY LINE AND PARCEL 102 A DISTANCE OF 133.68 FEET; THENCE SOUTH 54' 07' 37' WEST DEPARTING SAID SOUTHWESTERLY RIGHT OF WAY LINE A DISTANCE OF 296.86 FEET; THENCE NORTH 34' 49' 14" WEST A DISTANCE OF 184.88 FEET; THENCE SOUTH 54' 07' 39" WEST A DISTANCE OF 116.19 FEET; THENCE NORTH 35' 52' 23" WEST A DISTANCE OF 88.34 FEET; THENCE NORTH 54- 07' 37" EAST A DISTANCE OF 475.16 I-ELI TO THE SAID SOUTHWESTERLY RIGHT OF WAY UNE OF' THE DOUGLAS MACARTHUR CAUSEWAY; THENCE SOUTH 26 22' 35' EAST ALONG SAID SOUTHWESTERLY RIGHT OF WAY LINE A DISTANCE OF 114,49 FEET TO THE POINT OF BEGINNING. CONTAINING 2.32 ACRES OF LANO MORE OR LESS. Under Review by Surveyor