HomeMy WebLinkAboutBack-Up Documents - Commercial Lease AgreementCOMMERCIAL LEASE AGREEMENT
THIS COMMERCIAL LEASE (this "Lease"), is being entered into this day of
2017 ("Lease Commencement Date") between 33 DOWNTOWN LLC, a Delaware limited liability company
with a principal office located 33 Southwest 2nd Ave., Miami, FL 33130 ("Landlord") and tenant identified
below ("Tenant"), by which Landlord does this day lease unto Tenant, and Tenant does hereby lease from
Landlord, the space set forth below (the "Premises"), for the term described below.
PREAMBLE
The following sets forth basic data hereinafter referred to in this Lease, and where appropriate, constitute
definitions of the terms hereinafter listed:
A. TENANT: City of Miami
B. TENANT MAILING ADDRESS FOR NOTIFICATION: Department of Real Estate Asset Management,
444 SW 2nd Ave, Miami, FL 33130, Attn: Director
C. LANDLORD MAILING ADDRESS FOR NOTIFICATION AND RENTAL PAYMENTS: 33 Southwest 2ND
Avenue Suite 100, Miami, FL 33130
D. PREMISES ADDRESS AND DESCRIPTION: 33 Southwest 2ND Avenue, Miami, Florida 33130, 9t"Floor
Space: 6,237 SF, 10th Floor Space: 6,269 SF as reflected on the floor plan attached hereto as Exhibit
. Total net rentable area of building (as per property appraiser website) is: 94,079 sq ft. Landlord and
Tenant reserve the right to re -measure the premises in accordance with BOMA Standards. Rents Shall
be adjusted as applicable.
E. TERM AND OPTION: Term of 60 Months commencing on the Rent Commencement Date as
defined below, and ending on the final day of the 60th month following the Rent Commencement
Date "Lease Expiration Date"; option to renew for two (2)
terms of five (5) years each. Second option to renew requires written approval of Landlord,
otherwise Tenant may not exercise option.
F. RENT COMMENCEMENT DATE: 6 Months from Lease Commencement Date.
G. DUE AT SIGNING: $00.00
H. BASE RENT: $250,120.00 per annum ($20/sq. ft. x 12,506 sq. ft.) plus applicable sales tax;
$20,843.00 per month plus applicable sales tax; amount shall increase 3% per annum over the
previous year beginning in the second lease year and thereafter and through all option periods.
Rent is waived for the first six months of the Lease.
I. UTILITIES AND CAM: Electricity, water, janitorial cleaning services and trash removal provided by
Landlord. Tenant to provide its own telephone, Internet and cable services. Air conditioning
provided from 7 AM to 7 PM weekdays and 8 AM to 1 PM on Saturday except for legal holidays.
Tenant shall pay its pro rata share of all increases of utilities and CAM beginning in the 1st month
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of the second lease year over the first, and each Lease year thereafter, except that such increase
shall not exceed the amount of 7% per year over the previous year.
J. SECURITY DEPOSIT: $00.00
K. REAL ESTATE TAXES: Landlord shall pay for real estate taxes.
L. USE: General office use.
M. LANDLORD MAINTENANCE: Landlord shall be responsible for the maintenance,
repair,and replacement of structural components of the building, including but not
limited to floor slab, windows (including any damage caused by leaks), roof; electrical system;
plumbing within the space, restrooms; HVAC system; restroom fixtures and
equipment; lighting systems.
N. BROKERS: Sebastian Chiriboga, Florida Realty of Miami (6% inclusive of every renewal term) to be
paid by Landlord.
O. BANNER: Tenant agrees and acknowledges that on the 10th floor of the Premises, there is a banner
around the outside of the building.
P. SECURITY: Landlord shall provide no security for the building.
Q. PARKING: None provided by Landlord
R. LANDLORD IMPROVEMENTS: None
S. EXHIBITS:
Exhibit _. Rules and Regulations
Exhibit _. Floor Plan for Identifying Area
[REMAINDER OF LEASE COMMENCES ON FOLLOWING PAGE]
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Tenant shall lease the Premises at and for the agreed Annual Base Rent, if any, in advance on the first day
of each month, starting on the Rent Commencement Date. Additionally, Tenant shall pay any additional
rent ("Additional Rent") as hereinafter set forth in this Lease; plus, all taxes sales, rental taxes, use or
similar taxes now or hereafter assessed or levied by any taxing authority upon the payment of Rent
including the state of Florida sales tax (defined below) or other charges paid by Tenant if applicable.
SECTION 1. USE: It is hereby understood and agreed that the use of the Premises is limited to the Use
described in the Preamble and for no other purposes whatsoever. Tenant shall be responsible for
obtaining the permits and approvals required pursuant to Section 4 hereunder to use the Premises for the
purposes set forth in the Preamble. In the event that Tenant uses the Premises for any other purpose
other than as set forth in the Preamble, in addition to any other remedies available to Landlord, this shal
constitute a default of the Leaseas described in Section 27 herein.
SECTION 2. ACCEPTANCE OF PREMISES: Subject to the terms and conditions of Section 26 hereunder,
Tenant hereby accepts the Premises in the condition they are in at the beginning of this Lease on an "AS
IS" basis without any obligation on Landlord's part to perform any work with respect thereto. Tenant
acknowledges that Landlord has made no warranties or representations as to the condition thereof.
It is the intention of the parties hereto that the obligations of Tenant hereunder shall be separate and
independent covenants and agreements, that the Rent and all other sums payable by Tenant hereunder
shall continue to be payable in all events and that the obligations of Tenant hereunder shall continue
unaffected, unless the requirement to pay or perform the same shall have been terminated pursuant to
an express provision of this Lease.
SECTION 3. ASSIGNMENT -SUBLEASING: Tenant shall not assign, convey or otherwise transfer this Lease
or any interest therein, either voluntarily or by operation of law or otherwise, or sublet the whole or any
part of the Premises, or permit occupancy by anyone else, without obtaining on each occasion Landlord's
prior written consent, which consent Landlord shall not unreasonably withhold. It shall not be
unreasonable for Landlord to withhold consent to a proposed assignment or other transfer based upon a
distinction in, by way of example only, the proposed assignor's or transferor's creditworthiness, national
or regional reputation, intended use, or operating history from that of Tenant, or for any such similar
business reason. The transfer of any corporate stock, partnership interest, membership interest or other
interest in Tenant, or a merger, consolidation, acquisition or liquidation of or by Tenant, either voluntarily
or by operation of law, shall be deemed an assignment and require Landlord's consent as stated above,
except if Tenant is a public corporation and such transfer of stock is through a recognized stock exchange.
In any assignment the assignee must assume this Lease in writing on Landlord's form. Any such
assignment, conveyance, transfer or sublease made in violation of this Article shall be void.
In the event Tenant desires to assign this Lease or sublet or otherwise transfer the Premises or any portion
thereof, Tenant shall make written application to Landlord at least sixty (60) days prior to the proposed
commencement date of such subletting or assignment, which application shall set forth the name and
address of the proposed subtenant or assignee, a copy of the proposed sublease or assignment
agreement, and copies of financial reports, business experience resume and other information of the
proposed subtenant or assignee which Landlord may reasonably require, including but not limited to tax
returns, credit reports and details of operating history. At Landlord's option, any document evidencing
the assignment, assumption and/or consent will be prepared by Landlord or its attorneys. Landlord shall
have the right, as a condition of Landlord's consent to a proposed Transfer, to require (i) that the
transferee provide Landlord with an additional security deposit (in addition to any security deposits,
advance rent or other sums or security then being held by Landlord) in such amount as is determined by
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Landlord in its discretion, and/or (ii) that any or all shareholders or other principals of the transferee and
its respective spouses enter into a guaranty agreement on Landlord's standard form, whereby such parties
jointly and severally guarantee payment of all sums and performance of all other duties and obligations
on the part of Tenant and assignee to be paid and performed under this Lease. Any request for Landlord's
consent to assignment, subletting or other transfer shall be accompanied by the non-refundable payment
of an application fee ("Application Fee"), which shall be equal to Five Hundred Dollars ($500.00), to
compensate Landlord for the costs and expenses to be incurred by Landlord in evaluating such assignment
or subletting. In the event Landlord consents to a transfer, Tenant shall pay to Landlord a Transfer Fee in
the amount of Two Thousand and 00/100 Dollars ($2,000.00) as reimbursement to Landlord for its
expenses in connection with the preparation and review of transfer related documents; provided,
however, the $500.00 Application Fee shall be credited toward the Transfer Fee.
Notwithstanding an assignment, subletting or other transfer of the Premises, Tenant shall not be released
(nor shall any of Tenant's constituents, partners, or members be released) from any obligations, liabilities
or covenants under this Lease and shall continue to remain responsible. Landlord shall have the right to
collect Rent from any assignee, subtenant or other occupant without releasing Tenant or waiving any right
against Tenant for its default under this Article and without accepting the payor as a permitted tenant. In
addition, Tenant shall pay to Landlord any positive difference between any rent or other amounts payable
under any sublease or assignment to which Landlord grants its consent hereunder, and the Rent payable
hereunder. Under any circumstances, Landlord shall not be liable for any money damages to Tenant or
Tenant's proposed assignee, transferee or subtenant for refusal to consent to any assignment or transfer
of this Lease or transfer of Tenant's corporate stock or sale of Tenant's business or for refusal to consent
to any subletting; Tenant's sole and exclusive remedy shall be specific performance.
Neither this Lease nor the Term shall be mortgaged, pledged or encumbered, either voluntarily or by
operation of law or otherwise, by Tenant, nor shall Tenant mortgage, pledge of encumber the interest of
Tenant in and to any sublease of the Premises or the rental payable thereunder, without the prior written
consent of Landlord, which consent may be granted or withheld in the sole discretion of Landlord. Any
such mortgage, pledge or encumbrance made in violation of this Section shall be void.
SECTION 4. RULES AND REGULATIONS; COMPLIANCE WITH LAWS; GOVERNMENTAL APPROVALS:
Landlord reserves the right to promulgate, and Tenant agrees to comply with any reasonable Rules and
Regulations for the Premises as may be in effect from time to time. Tenant shall promptly comply with all
statutes, ordinances, rules, orders, regulations and requirements of any applicable Federal, State and City
Government including, but not limited to, building and zoning requirements and use requirements. Within
15 days of the commencement of this Lease, Tenant shall provide proof to Landlord of Tenant's
application for all required permits and licenses. Landlord shall cooperate with Tenant's request in
obtaining any necessary permits or approvals within seven (7) business days of a reasonable request by
Tenant. LANDLORD MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING TENANT'S PROPOSED
USE AND THE GOVERNMENTAL APPROVALS NECESSARY THEREFOR.
SECTION 5. UTILITIES: The payment for all utilities shall be as set forth in the Preamble and Rules and
Regulations document.
SECTION 6. LANDLORD'S ACCESS: Landlord, or any of its agents, shall have the right to enter the Premises
during all hours, to examine the same to make reasonable inspections, repairs, additions or alterations as
may be deemed necessary for the safety, comfort, or preservation thereof, or of said building, or to exhibit
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the Premises, and to put or keep upon the doors or windows thereof a notice "for rent", "for lease" or
"available" at any time within six (6) months before the expiration of this Lease.
SECTION 7. TENANT IMPROVEMENTS; INSTALLATION BY TENANT; SIGNAGE: Tenant shall not make any
structural or nonstructural alterations to the Premises or any plumbing or electrical modifications to
without obtaining the prior written consent of Landlord, which shall not be unreasonably withheld or
delayed. All work in the Premises will be performed in a workmanlike manner and by a licensed and
insured general contractor under the guidelines of the applicable building codes and in compliance with
all applicable governmental regulations. Tenant, at Tenant's expense, may erect a small sign with the
name of Tenant upon commencement of this Lease only with the prior written consent of Landlord, which
shall not be unreasonably withheld or delayed, and then maintain such signage for the Leased Premises
in compliance with City of Miami permit requirements and according to style, size, wording, design,
location, etc. standards promulgated by Landlord from time to time. In the event that Tenant erects
signage not approved by City and/or Landlord hereunder, Landlord may, at Tenant's expense, remove and
dispose of such signage not approved, erected, maintained or displayed in conformance with this
Paragraph.
SECTION 8. HOLD HARMLESS; DAMAGES: Tenant agrees to indemnify and hold harmless Landlord from
and against any and all claims relating to Tenant's use of the Premises whether or not Landlord has or
should have knowledge or notice of the defect or conditions, if any, causing or contributing to said Losses,
except for any willfully negligent acts or omissions attributed to the Landlord or its agents.
SECTION 9. USE AND RETURN OF SECURITY DEPOSIT: Tenant, upon the execution of this Lease, agrees to
pay the amount the Security Deposit listed in the Preamble hereof, which shall be held as security for
Tenant's performance as herein provided. In the event of the failure of Tenant to keep and perform any
of the terms, covenants and conditions of this Lease to be kept and performed by Tenant, then Landlord
at its option may, appropriate and apply said entire deposit (which shall in no way limit damages otherwise
available to Landlord), or so much thereof as may be necessary, to compensate Landlord for all loss or
damage sustained or suffered by Landlord due to such breach on the part of Tenant. If Landlord uses,
applies, or retains all or any portion of the deposit, Tenant immediately shall restore the deposit to its
original amount. Should Tenant comply with all of said terms of the Lease, the deposit shall be returned
in full, without interest, to Tenant at the end of the Term, provided the Premises are returned to Landlord
in good condition, with all fixtures remaining, reasonable wear accepted. Any fixtures installed by Tenant
during the term of the Lease hereunder may be removed by Tenant upon termination of the Lease as long
as Tenant restores the Premises to its original condition prior to installation of the fixtures, wear and tear
excepted. Tenant acknowledges that, except where required by law, Landlord shall (i) not be required to
keep the deposit separate from its own funds, and may commingle the Deposit with its own funds; and
(ii) have no fiduciary responsibilities or trust obligations whatsoever with regard to the deposit. In the
event of bankruptcy or other debtor -creditor proceedings against Tenant, the security deposit shall be
deemed to be applied first to the payment of Rent and other charges due Landlord for all periods prior to
the filing of such proceedings.
SECTION 10. COMMON AREA MAINTENANCE: As set forth in the Preamble.
SECTION 11. NUISANCE; WASTE: Tenant shall not commit any waste upon the Premises or any nuisance
or other act or thing which may disturb the quiet enjoyment of any other tenant at the Building, or which
may adversely affect Landlord's fee interest in the Premises or in the Building.
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SECTION 12. ADDITIONAL RENT: If Tenant is required to pay Additional Rent as may be required from
time to time pursuant to the terms and conditions contained in this Lease, Tenant shall pay the Additional
Rent to Landlord monthly with the Base Rent as set forth in the Preamble. In the event that any portion
of Additional Rent is not fixed, but varies from time to time during the term of this Lease, the following
shall apply: (1) the amount may be adjusted periodically; (2) Tenant shall pay any amount due on account
of Landlord's year-end reconciliation within thirty (30) days of Landlord's invoice; and (3) if Tenant has
any objections to the amount of Additional Rent hereunder, Tenant must raise such objections in writing
no later than fifteen (15) days after the date such invoice is received, or such objections are otherwise
deemed waived.
SECTION 13. INSURANCE: Landlord shall maintain, at its own cost and expense, with respect to the
Premises and the property of which the Premises are a part, fire and other casualty insurance. Tenant
shall maintain, at its own cost and expense, with respect to the Premises and the property of which the
Premises are a part, commercial general liability insurance (containing standard extended coverage
endorsements, so-called) in amounts of not less than the following limits:
General aggregate limit - $2,000,000
Each occurrence limit - $1,000,000
Fire damage limit - $100,000 any one fire,
Medical expense limit - $5,000 any one person,
Plate glass coverage - in amounts sufficient to cover replacement of any and all plate glass in the Premises
Tenant shall also be required to maintain, or cause its contractor(s) to maintain, at no cost or expense to
Landlord, with respect to the Premises and the property of which the Premises are a part, any insurance,
at the sole discretion of Landlord, which may be required as a result of the type of business that Tenant is
conducting, including, but not limited to, dram shop insurance, in the event that Tenant, or any of Tenant's
agents serves alcoholic beverages on the Premises. Tenant shall deliver to Landlord proof, satisfactory to
Landlord, that all workers connected with the activities of Tenant are adequately covered by worker's
compensation insurance with statutory limits as required by applicable law.
The forgoing insurance must be with responsible companies qualified to do business in the state in which
the Premises are located who have a rating of "A" or better in the most recent A.M. Best Company report,
therein insuring Landlord as well as Tenant against injury to persons or damage to property as provided.
Tenant shall deposit with Landlord certificates for such insurance at least ten (10) days prior to taking
possession of the Premises or the commencement of the Term, whichever earlier, and thereafter within
thirty (30) days prior to the expiration of any such policies. All such insurance certificates shall provide
that such policies shall not be canceled without at least ten (10) days prior written notice to each insured
name therein including Landlord. Landlord must be named as additional insured on any insurance policy.
Insurance must be in force at the commencement of the Term of this Lease. Failure to comply with this
provision will be considered a violation of this Lease and Landlord may, at its sole option, terminate this
Lease immediately. Tenant shall not permit any use of the Premises that will make voidable any insurance
on the property of which the Premises are a part, or on the contents of said property. Tenant shall on
demand reimburse Landlord, and other Tenants, all extra insurance premiums caused by Tenant's use of
the Premises. Landlord may require Tenant to carry such other forms of insurance as Landlord deems
reasonable. Tenant covenants and agrees that it will not do or permit anything to be done in or upon the
Premises or bring in anything or keep anything therein, which shall increase the rate of insurance on the
Premises or on the Building above the standard rate on the Premises and Building and Tenant further
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agrees that in the event it shall do any of the foregoing, it will promptly pay to Landlord on demand any
such increase, which shall be due and payable as Additional Rent.
SECTION 14. LANDLORD'S WORK ON BEHALF OF TENANT; ADDITIONAL RENT: It is understood and
agreed between the parties hereto that any charges against Tenant by Landlord for services or for work
done on the Premises by order of Tenant or otherwise accruing under this Lease shall be considered
Additional Rent due and shall be included in any lien for rent due and unpaid.
SECTION 15. HAZARDOUS MATERIALS: Hazardous materials shall not be used, generated, handled,
disposed of, discharged or stored on the Premises.
SECTION 16. SUBORDINATION: Landlord and Tenant hereby agree that this Lease shall be automatically
subject and subordinate to any and all mortgages, deeds of trust and other instruments in the nature of
a mortgage, now or at any time hereafter, or any other lien or liens placed on the property of which the
Premises are a part and Tenant shall, when requested, promptly execute and deliver such written
instruments that shall be necessary to show the subordination of this Lease to said mortgages, deeds of
trust or such other instruments in the nature of a mortgage. Specifically, if requested by Landlord's lender,
Tenant shall execute a subordination, non -disturbance and attornment agreement on Lender's form
within ten (10) days of such request.
SECTION 17. MECHANIC'S LIENS: If, for whatever reason, any mechanic's or other lien shall be filed against
the Premises or the Building, purporting to be for labor or materials furnished or to be furnished at the
request of Tenant, then Tenant shall, at its expense, cause such lien to be discharged of record by
payment, bond or otherwise as allowed by law, within ten (10) days after the filing thereof.
SECTION 18. DESTRUCTION OF PREMISES. In the event of a partial destruction of the Premises during the
term hereof, from any cause, Landlord shall forthwith repair the same, provided that such repairs can be
made within sixty (60) days under existing governmental laws and regulations, but such partial destruction
shall not terminate this Lease, except that Tenant shall be entitled to a proportionate reduction of rent
while such repairs are being made, based upon the extent to which the making of such repairs shall
interfere with the business of Tenant on the Premises. If such repairs cannot be made with said sixty (60)
days, Landlord, at its option, may make the same within a reasonable time, this lease continuing in effect
with the rent proportionately abated as aforesaid, and in the event that Landlord shall not elect to make
such repairs, this Lease may be terminated at the option of either party. In the event that the building in
which the Premises may be situated is destroyed to an extent of not less than one-third of the replacement
costs thereof, Landlord may elect to terminate this lease whether the Premises be injured or not. A total
destruction of the building in which the Premises may be situated shall terminate this Lease.
SECTION 19. LATE CHARGES: Landlord shall have the right to charge a late fee equal to one and a half
percent (1.5%) of any overdue amount or $200.00, whichever is greater, plus interest at the rate of 18
percent per annum on any past due payment. Sales tax will be applied to all late charges if applicable.
Rent is due on the first of the month with a grace period of five days at which time the late fee plus interest
will be applicable. In the event Landlord charges a total of three late charges during the Initial term and
the Option Term, Landlord shall have the right to terminate the Lease upon giving Tenant 30 days written
notice. Additionally, Landlord shall have the right to assess a returned check fee in the amount of $200.00
for any check returned for insufficient funds.
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SECTION 20. LEASEHOLD IMPROVEMENTS UPON LEASE EXPIRATION OR TERMINATION: Tenant shall at
the expiration or other termination of this Lease remove all of Tenant's goods, trade fixtures and effects
("Tenant's Property") from the Premises. Tenant's right to remove Tenant's Property from the Premises
is conditioned upon Tenant's full and complete discharge of any and all obligations under this Lease.
Tenant also agrees to repair any damage caused to the Premises by the removal of Tenant's Property.
SECTION 21. RETURN OF PREMISES: On or before the last day of the Term of this Lease, Tenant shall
deliver to Landlord the Premises, all keys, locks thereto, and other fixtures connected therewith and all
alterations and additions made to or upon the Premises, in good condition (including being broom
swept/vacuumed).
SECTION 22. BROKERS: Other than in connection with any brokers and renewals listed in the Preamble,
there are no brokerage commissions due under this Lease or that shall become due upon the renewal or
extension of this Lease.
SECTION 23. LANDLORD'S LIABILITY: Landlord shall in no event be in default in the performance of any of
Landlord's obligations hereunder unless and until Landlord shall have failed to perform such obligations
within fifteen (15) days of written notice from Tenant, or such additional time as is reasonably required
to correct any such default after written notice by Tenant properly specifying wherein Landlord has failed
to perform such obligation. In the event of default by Landlord hereunder, Tenant shall have the right to
avail itself of any causes of action in law or equity. Notwithstanding, the total liability of Landlord in such
event for the duration of the Lease shall not exceed the total amount of rent payments made to date
under the Lease.
Landlord shall not be liable to Tenant or to Tenant's employees, agents, or visitors, or to any other person
for, and Tenant hereby releases Landlord from any and all liability arising from or incurred in connection
with, any injury to person or damage to property on or about the leased premises or the common area
even if the same is caused by the negligence of Landlord, its agents or its employees. Tenant shall be liable
for any such injuries or damages caused by the negligence or misconduct of Tenant's employees, agents,
contractors, Subtenants, licensees or concessionaires or of any other person entering the Premises under
express or implied invitation of Tenant, or occurring upon the Premises or arising out of the use of the
Premises by Tenant and the conduct of its business therein, or arising out of any breach or default by
Tenant in the performance of its obligations hereunder; and Tenant hereby agrees to protect, defend and
save Landlord harmless against and from any and all damages, losses, liabilities, obligations, penalties,
claims, litigation, demands, defenses, judgments, suits, proceedings, costs, or expenses of any kind or of
any nature whatsoever (including, without limitation, attorney's fees and expert's fees) which may at any
time be imposed upon, incurred by or asserted or awarded against Landlord as a result of any act or
omission by Tenant, its successors or assigns, or any permitted assignee, permitted sublessee, licensee or
other person or entity acting at the direction or with the consent of Tenant arising out of such damage or
injury. All of Tenant's insurance coverage required by this article shall be primary and non-contributory to
any insurance maintained by Landlord.
Landlord shall not be liable for any damage to property of Tenant or of others located on the Leased
Premises, nor for the loss of or damage to any property of Tenant or of others by theft or otherwise. All
property of Tenant or of others kept or stored on the Leased Premises shall be so kept or stored at the
risk of Tenant only, and Tenant shall hold Landlord harmless from any claims arising out of damage to the
same, including subrogation claims by Tenant's insurance carrier, unless such damage shall be caused by
the gross negligence or willful misconduct of the Landlord or its employees or agents.
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SECTION 24. AIR QUALITY; RADON GAS; MOLD: Landlord makes no warranties or representations
regarding indoor air quality or condition within the Premises. Furthermore, Landlord shall have no
responsibility regarding indoor air quality or condition (through rent offset by Tenant or otherwise), such
responsibility being solely that of Tenant. Tenant has conducted or has had the opportunity to conduct all
testing regarding indoor air quality and condition, and hereby releases Landlord for any claim therefore.
Additionally, Tenant acknowledges that 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. Tenant acknowledges that it has had an opportunity to inspect the Premises and accepts it
"AS IS".
SECTION 25. CLEANLINESS: Tenant shall maintain the Premises in a neat and clean condition and shall
keep the Premises clean and free from rubbish, and shall store all trash and garbage within the Premises
and shall arrange for the regular pick up of trash and garbage.
SECTION 26. REPAIRS: Landlord, at its own expense and at all times, shall be responsible for maintaining
and repairing the exterior and structural components of the building. Tenant shall, at its own expense and
at all times, maintain the Premises in good and safe condition and shall surrender the same, at expiration
or termination hereof, in good and working order.Tenant shall make good immediately upon demand by
Landlord, any damage to the Premise, including but not limited to fixtures and appliances or
appurtenances of the Premise. Notwithstanding anything herein to the contrary, Tenant shall be
responsible for any and all damage to the Premise (including those which are Landlord's responsibility)
which is caused by Tenant or Tenant's employees, agents or invitees negligence.
SECTION 27. DEFAULT: Any one of the following shall constitute an event of default by Tenant under this
Lease (each an "Event of Default"): (i) if Tenant fails to pay Security Deposit, Rent or any other monetary
amount as and when same becomes due; (ii) if Tenant fails to perform or observe any other agreement
or condition on its part to be performed or observed pursuant to this Lease, and fails to remedy same
within fifteen (15) days after written notice or such additional time as is reasonably required to correct
any such default; (iii) if Tenant's leasehold interest is levied on, attached or taken by any process of law;
(vi) if Tenant makes an assignment of its property for the benefit of creditors; (iv) if any bankruptcy,
insolvency or reorganization proceeding or arrangement with creditors (whether through court or by
proposed composition with creditors) is commenced by or against Tenant or any guarantor of Tenant's
obligations; (viii) if a receiver or trustee is appointed for any of Tenant's property; (v) if this Lease is
transferred to or devolves on, or the Premises is occupied by, anyone other than Tenant except if
specifically permitted by this Lease; or (vi) if Tenant shall fail to open for business in the Premises or if
Tenant shall abandon, vacate or otherwise cease doing business at the Premises for more than seven (7)
consecutive business days (except for temporary closures due to casualty).
If an Event of Default described herein occurs, then Landlord or its agent shall have any or all of the
following rights: (i) to terminate this Lease by the filing of an eviction proceeding in accordance with
Florida law; but in all cases Tenant shall remain liable as hereinafter provided; (ii) to enter the Premises
and dispossess Tenant and all other occupants and their property by legal proceedings or otherwise
without terminating this Lease, Tenant hereby waiving any claim it might have for trespass or conversion
or other damages if Landlord exercises such remedy; (iii) to enter the Premises and remove all or any part
of the Tenant's property from the Premises and without notice to Tenant sell same for the sole benefit of
Landlord or store same in any public warehouse or elsewhere at the cost of, and for the account of Tenant,
in which case the Landlord shall not be responsible for the care or safekeeping thereof whether in
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transport, storage or otherwise, Tenant hereby waiving any claim it might have for trespass or conversion
or other damages if Landlord exercises such remedy; (iv) to, in the event of a breach or threatened breach
of the Lease by Tenant, obtain an injunction against Tenant or invoke any remedy allowed at law or in
equity; (v) to declare (a) all accrued Rent, and (b) the present value of all the aggregate Rent for the
remaining balance of the Lease Term, to be immediately due and payable, and to recover immediately
against Tenant all such Rent, which amount shall be for the reasonable liquidated damages for default of
this Lease and not a penalty. The present value of all the aggregate Rent for the remaining balance of the
Lease Term shall be calculated with a discount factor of four percent (4%) per annum of the difference
between (x) the entire amount of Rent, charges and assessments which in Landlord's reasonable
determination would become due and payable during the remainder of the Lease Term (in the absence
of the termination of this Lease), and (y) the then fair market rental value of the Premises for the
remainder of the Lease Term; (vi) if Tenant fails to take possession of the Premises or fails to open for
business as provided in this Lease, or if Tenant vacates, abandons or deserts the Premises, or if Tenant
ceases to operate its business therein as provided in this Lease. No contention of Landlord that Tenant
has vacated, abandoned or deserted the Premises will be defeated merely by reason of Tenant having left
all or any part of its trade fixtures or other personal property in the Premises; (vii) Landlord, with or
without terminating this Lease, may, but shall not be obligated to, immediately or at any time thereafter,
relet the Premises or any part thereof for such term or terms (which may be for a term extending beyond
the Lease Term), at such rental or rentals and upon such other terms and conditions as Landlord in its sole
discretion may deem advisable, and Landlord may make any alterations, redecorations or repairs to the
Premises which it may deem reasonably necessary or proper to facilitate such reletting; and Tenant shall
pay all costs of such reletting including, but not limited to, brokerage commissions related to obtaining
possession and making a new lease with another tenant, free rent or concessions, lease assumptions and
any other costs reasonably associated with reletting the Premises. Landlord's refusal or failure to relet the
Premises shall not release or affect Tenant's liability hereunder and Landlord shall not be liable for failure
or refusal to relet, or for failure to collect rent under such reletting. If this Lease will not have been
terminated, Tenant shall continue to be liable as hereinafter provided; and/or (viii) Landlord shall not be
required to apply any Security Deposit being held by Landlord under the Lease to any defaults, debts, or
obligations of Tenant arising or accruing on or prior to the date Tenant defaults under the Lease, and
Landlord may apply such Security Deposit as Landlord determines, in its sole discretion. Mention of any
particular remedy shall not preclude Landlord from any other right or remedy in law or in equity.
No reentry or taking possession of the Premises by Landlord or any other action taken by or on behalf of
Landlord shall be construed to be an acceptance of a surrender of this Lease or an election by Landlord to
terminate this Lease. Notwithstanding any re-entry, dispossession or termination of the Lease by
Landlord, Tenant will remain liable for damages to Landlord in an amount equal to the aggregate of all
Rents and other charges required to be paid up to the time of such re-entry, dispossession or termination.
In addition, may recover from Tenant all damages Landlord may suffer by reason of such default, including
the cost of recovering the Premises (which costs shall include, without limitation, court costs and
reasonable attorneys' fees).
If Tenant shall default under this Lease, Landlord may, at its election, immediately or at any time
thereafter, without waiving any claim for breach of agreement, and without notice to Tenant, cure such
default or defaults for the account of Tenant, and the cost to Landlord thereof plus interest at the Default
Interest Rate shall be deemed to be additional Rent and payable on demand.
Tenant hereby expressly, unconditionally and irrevocably waives all of the following: (i) any and all rights
Tenant may have to interpose or assert any non -compulsory counterclaim or setoff in any action brought
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by Landlord based in whole or in part on nonpayment of Rent, even if such counterclaim or setoff is based
on Landlord's alleged breach of a duty to repair or alleged breach of quiet enjoyment (Landlord and Tenant
hereby stipulate and agree that any such counterclaim shall be severed and tried separately from the
action brought by Landlord for nonpayment of Rent); (ii) any and all rights Tenant may have to
consequential damages incurred by Tenant, including but not limited to lost profits or interruption of
business, as a result of any default by Landlord; and (iii) any and all rights Tenant may have in the Premises
or any goods or personal property therein in the event Tenant is evicted and dispossessed of same.
SECTION 28. LANDLORD TO HAVE LIEN: Tenant hereby grants Landlord a continuing security interest in
all existing and hereafter acquired property of Tenant which shall be subordinate to any lien placed on
such property in connection with the financing such property in any of Landlord's buildings to secure the
performance of all Tenant's obligations under this lease or any subsequent lease between the parties.
This provision shall survive termination of this lease, shall continue under any subsequent lease between
the parties, and shall not negate or replace any continuing security interest of Landlord under any prior
lease between the parties. Default in the payment or performance of any of Tenant's obligations under
this lease or any subsequent lease shall be a default under this security agreement, and shall entitle
Landlord to immediately exercise all of the rights and remedies of a secured party under the Uniform
Commercial Code. In the event of default, Tenant agrees to assist and facilitate Landlord's exercise of its
rights under the Uniform Commercial Code. Tenant agrees to execute any financing agreement or
statement requested by Landlord in connection with this security interest.
SECTION 29. OPTION TO RENEW: If Options to Renew are included in the Preamble hereof, then this Lease
may be extended for such Option periods on the same terms and conditions set forth herein. Tenant may
only exercise the Options to Renew if there exists no default or condition which would be a default either
with the passage of time or the giving of notice to Tenant both at the time of the exercise of the Options
to Renew and at the commencement of the extended term (the "Extended Term"). Subject to the
conditions set forth herein, the Term of the Lease will be extended, and the Option will be deemed to be
exercised, if (i) Tenant, at least six (6) full calendar months prior to the expiration of the original Term or
current Extended Term, shall give Landlord, notice in writing, by certified mail, return receipt requested,
of its notice to exercise the Option. If such a notice is not provided, the Term of the Lease shall terminate
on the last day of the original Term or the current Extended Term as the case may be. If such Option is
exercised, the term shall be extended upon all of the same terms and conditions and provisions set forth
in this Lease, except that the Monthly Base Rent and Additional Rent payable during the Extended Term
shall be as set forth in the Preamble.
SECTION 30. TENANT'S TAXES AND ASSESSMENTS: Tenant agrees to pay to the local tax authorities and
other governmental agencies, throughout the Term of this Lease and any renewal thereof, all personal
property taxes which may be levied against Tenant's merchandise, trade fixtures and other personal
property in and about the Premises.
SECTION 31. SECURITY: LANDLORD SHALL NOT PROVIDE, AND SHALL NOT BE RESPONSIBLE FOR
PROVIDING, ANY SECURITY SERVICES. Tenant acknowledges that Tenant assumes all responsibility and
liability for the security for its own employees, agents, merchandise and fixtures within the Premises.
Tenant, at its option, may enlist its own security personnel and install its own security devices within the
Premises.
SECTION 32. LIENS: Tenant shall not permit any type of lien to be filed against the Premises for any reason
whatsoever. This includes any type of lien for materials, labor, utilities or anything related to the Premises.
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Tenant shall immediately discharge any lien filed against the property or any part thereof immediately.
Tenant shall deliver to Landlord all necessary lien releases and waivers. In addition to all other remedies
available, Landlord may elect to discharge such lien. In that event, Tenant agrees to pay Landlord a sum
equal to the amount of such lien, plus Landlord's costs, attorneys' fees, expenses and damages thereby
caused to Landlord. Tenant will indemnify and hold Landlord harmless from any and all claims arising out
of any and all liens placed upon the property. Tenant acknowledges that a formal notice has been
recorded in the Public Records denoting this prohibition against any type of lien being placed upon
Landlord's property.
SECTION 33. PARKING: Tenant shall arrange for Tenant's parking. Landlord shall not provide any parking
or provide any type of credit or concession with respect to parking for Tenant, Tenants invitees,
employees, agents or guests. Landlord makes no representations warranties or covenants respecting the
availability or cost of parking at or near the Premises.
SECTION 34. HOLDOVER: If Tenant remains in the Premises for any time period beyond the expiration of
this Lease, Tenant shall be a tenant at sufferance only and Landlord shall be entitled to collect, in addition
to any other remedies or amounts due under the terms of this Lease, an amount equal to one and one
half (1 1/2 ) times the Monthly Base Rent and operating expenses as compensation for such holdover.
SECTION 35. ESTOPPEL CERTIFICATES: Tenant agrees, at any time and from time to time, upon not less
than fifteen (15) days' prior written request by Landlord, to execute, acknowledge and deliver to Landlord
a statement in writing certifying that this Lease is unmodified and in full force and effect (or, if there have
been modifications, that the same are in full force and effect as modified and stating the modifications),
that no uncured defaults exist hereunder (or if any such defaults exist, specifying the same), and the dates
to which the rent and other charges due hereunder have been paid in advance, if any, it being intended
that any such statement delivered pursuant to this Section may be relied upon by any prospective
purchaser or mortgagee of, or assignee of any mortgage upon, the Building. Further, Tenant agrees that
if it shall fail at any time to execute, acknowledge and deliver any such instrument within fifteen (15) days
after request, then Landlord may execute, acknowledge and deliver such instrument as the attorney -in -
fact of Tenant; and Tenant hereby makes, constitutes, and irrevocably appoints Landlord its attorney -in -
fact for that purpose.
SECTION 36. WAIVER OF JURY TRIAL; COUNTERCLAIMS; COSTS OF SUIT: LANDLORD AND TENANT
HEREUNDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THAT ANY
PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED HEREON, ARISING OUT OF,
OR RELATED HERETO, WHETHER UNDER OR IN CONNECTION WITH THIS LEASE OR ANY AGREEMENT
CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE
OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY. IN THE
EVENT EITHER PARTY INITIATES LEGAL PROCEEDINGS TO ENFORCE ANY OF THE TERMS OF THIS LEASE,
THE PREVAILING PARTY SHALL RECOVER ITS COSTS OF SUIT, INCLUDING REASONABLE ATTORNEYS' FEES
AND RELATED DISBURSEMENTS AT TRIAL AND ON ANY APPEAL AS FIXED BY THE COURT, FROM THE OTHER
PARTY.
SECTION 37. NOT APPLICABLE.
SECTION 38. NOT APPLICABLE.
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SECTION 39. JOINT AND SEVERAL LIABILITY: In the event that there is more than one Tenant, all
obligations of Tenant shall be joint and several.
SECTION 40. QUIET ENJOYMENT: Upon payment by the Tenant of all sums due hereunder, and upon the
observance and performance of all covenants, terms and conditions on Tenant's part to be observed and
performed, Tenant shall peaceably and quietly hold and enjoy the Premises for the term hereby demised
without hindrance or interruption by Landlord or any other person or persons lawfully or equitably
claiming by, through or under the Landlord, subject nevertheless, to the terms and conditions of this
Lease.
SECTION 41. RELOCATION: Notwithstanding any other provision in this Lease, Landlord in its absolute
discretion shall have the right to relocate Tenant from the Premises (the "Present Premises") into other
premises of equal or greater square footage in the complex owned by Landlord (the "New Premises") at
any time. Tenant shall cooperate with Landlord with such relocation. Landlord shall give Tenant at least
fort five (45) days written notice of the approximate date Tenant is to move to the New Premises. Landlord
shall prepare the entirety of the New Premises, including but not limited to, walls, floors, doors, electrical,
tv, phone and internet cabling, ceiling, ductwork and lighting to the same condition as existing at the
Present Premises when Landlord notifies Tenant of its intention to relocate Tenant. Landlord shall pay for
moving Tenant's inventory, fixtures, equipment and storefront sign to the New Premises. Tenant will
move its business operations to the New Premises and reopen for business within forty eight (48) hours
after Landlord notifies Tenant that it has substantially completed its preparation of the New Premises.
The New Premises will become the Premises (instead of the Present Premises) and the Rent (including all
of Tenant's other monetary obligations to Landlord under the Lease) and all the other terms and
provisions of this Lease shall be transferred and continue to apply, without interruption, to the New
Premises from and after the date Tenant is required to move pursuant to this Article. If the square footage
of the New Premises is less than the Present Premises, Base Rent shall be reduced proportionately. If the
square footage of the New Premises is more than the Present Premises, Base Rent shall not be increased.
Notwithstanding the foregoing provisions, in the event that, in Tenant's reasonable opinion, the space to
which Landlord intends to relocate Tenant is not comparable to the Present Premises, then Tenant shall
have the right, as its sole and exclusive remedy, to terminate the Lease on sixty (60) days prior written
notice to Landlord within thirty (30) days after the date Tenant receives notice from Landlord that it must
relocate.
SECTION 42. EMINENT DOMAIN
A. Entire or Substantial Taking. If the entire Premises, or so much thereof as to make the balance not
reasonably adequate for the conduct of Tenant's business shall be taken under the power of eminent
domain, this Lease shall automatically terminate as of the date on which the condemning authority takes
possession.
B. Partial Taking. In the event of any taking under the power of eminent domain which does not so result
in a termination of this Lease, the Rent payable hereunder shall be reduced, effective as of the date on
which the condemning authority takes possession, in the same proportion which the area of the portion
of the Premises taken bears to the area of the entire Premises prior to the taking. Landlord shall restore
promptly at its expense the portion of the Premises not so taken to as near its former condition as is
reasonably possible, and this Lease shall continue a full force and effect.
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C. Awards. All awards for any taking of all or any part of the Premises under the power of eminent domain
shall be the property of Landlord, whether such award shall be made as compensation for diminution in
value of the leasehold or for taking of the fee. Nothing contained herein, however, shall be deemed to
preclude Tenant from obtaining, or to give Landlord any interest in, any award to Tenant for loss or
damage to Tenant's trade fixtures and removable personal property or for damages for cessation or
interruption of Tenant's business.
D. Sale under threat of Condemnation. A sale by Landlord to any authority having the power of eminent
domain, either under threat of condemnation or while condemnation proceedings are pending, shall be
deemed a taking under the power of eminent domain for all purposes under this Section 41.
SECTION 43: RADON GAS DISCLOSURE: In accordance with the requirements of Florida Statutes Section
404.056(5), the following notice is hereby given: 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 testing may be obtained from your county
public health department.
SECTION 44. MISCELLANEOUS:
A. Captions and Section Numbers: The captions in this Lease are for convenience of reference only and
shall not define, modify, explain, amplify or limit the provisions, interpretation, construction, or meaning
hereof.
B. Counterparts: This Lease and any amendment hereof may be executed in several counterparts and by
each party on a separate counterpart, each of which when so executed and delivered shall be an original,
and all of which together shall constitute one instrument.
C. Limitation of Liability: Tenant, its successors and assigns, shall not assert nor seek to enforce any claim
for breach of this Lease against any of Landlord's assets other than Landlord's interest in the Premises and
in the rents, issues and profits thereof.
D. Successors and Assigns: The covenants and agreements of this Lease shall, subject to the terms
of this Lease to the contrary, be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns, as the case may be.
E. Non -Waiver Provision: No assent, express or implied, by Landlord to any breach of any agreement or
condition herein contained on the part of Tenant to be performed or observed, and no waiver, express
or implied, of any such agreement or condition, shall be deemed to be a waiver of or assent to any
succeeding breach of the same of any other agreement or condition; the acceptance by Landlord of rent
or other payment hereunder or silence by Landlord as to any breach shall not be construed as waiving
any of Landlord's rights hereunder unless such waiver shall be in writing.
F. Partial Invalidity or Unenforceability: The invalidity of one or more of the provisions of this Lease shall
not affect the remaining portions of this Lease; and, if any one or more of the provisions of this Lease
should be declared valid by final order, decree or judgment of a court of competent jurisdiction, this Lease
shall be construed as if such invalid provisions had not been included in this Lease.
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G. Governing Law and Venue: This Lease shall be governed by and construed and enforced in Accordance
with the laws of the state of Florida. Exclusive venue for any litigation arising out of this Lease shall be the
courts located in Miami -Dade County, Florida.
H. Force Majeure: Neither Landlord nor Tenant shall be liable for failure to perform any Obligation under
this Lease, except for the payment of money, in the event it is prevented from so performing by the
happening of those events which are considered to be force majeure (act of God, hurricane, etc.) in the
state of Florida.
I. Time of Essence: It is understood and agreed between the parties hereto that time is of the essence of
this contract and this applies to all terms and conditions contained herein.
J. Notice: All notices delivered to the Present Notice Mailing Addresses listed in the Preamble by mail, fax,
by overnight courier (such as Federal Express) or delivered to the Premises shall constitute sufficient
notice to Tenant.
IN WITNESS WHEREOF, the parties hereto have hereunto executed this Lease, under seal, for the purpose
herein expressed, the day and year above written.
WITNESSES AS TO TENANT: TENANT: City of Miami/ by: Daniel Rotenberg
PRINT NAME
PRINT NAME
BY:
TITLE: Director
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WITNESSES AS TO LANDLORD:
PRINT NAME
PRINT NAME
LANDLORD:
CONFESA USA LLC/SUPERCITY INVESTMENTS LLC
By: 33 DOWNTOWN LLC, its Manager
Randa Turjuman, Manager
EXHIBIT A
LANDLORD'S WORK
Landlord has agreed to expend the sums required to perform the work described herein in material
reliance upon the undertaking and agreement of Tenant to fully and faithfully perform, in a timely manner,
all duties and obligations on Tenant's part to be performed under this Lease. In the event of default by
Tenant under this Lease, Tenant shall be obligated, forthwith upon demand by Landlord, to reimburse
Landlord for all such sums so expended, together with interest thereon at the Default Interest Rate set
forth in the Lease. In the event Landlord's Work and Tenant's work shall progress simultaneously, Landlord
shall not be liable for any injury to person or damage to property of Tenant, or of Tenant's employees,
licensees or invitees, from any cause whatsoever occurring upon or about the Leased Premises, and
Tenant shall indemnify, defend and save Landlord harmless from any and all liability, loss, obligation,
damage, penalty, cost, charge and claims arising out of or connected with any such work by Tenant or
Landlord's Work.
16
NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE REGARDING THE CONDITION OR SUITABILITY OF THE
LEASED PREMISES ON THE COMMENCEMENT DATE. FURTHER, TO THE EXTENT PERMITTED BY LAW,
TENANT WAIVES ALL WARRANTIES ARISING BY OPERATION OF LAW, INCLUDING ANY IMPLIED
WARRANTIES OF SUITABILITY, HABITABILITY AND ANY OTHER IMPLIED WARRANTIES THAT LANDLORD
WILL MAINTAIN OR REPAIR THE LEASED PREMISES OR ITS APPURTENANCES EXCEPT AS MAY BE CLEARLY
AND EXPRESSLY PROVIDED IN THIS LEASE.
Tenant acknowledges that the Leased Premises is being delivered to Tenant "AS -IS, WHERE -IS , WITH ALL
FAULTS" basis.
Space is AS- IS
EXHIBIT B
GUARANTY
The undersigned, , whose address, in consideration of the leasing of the Premises described in that certain
Lease (the "Lease") dated , 2017, by and between , as Tenant ("Tenant") and 33
Downtown LLC, a Florida limited liability company ("Landlord") for the premises located at 33 Southwest
2 Avenue, Suite 101, Miami, Florida 33130 does hereby covenant and agree as follows:
A. The undersigned, jointly and severally, do hereby guarantee the full, faithful and timely payment
and performance by Tenant of all of the payments, covenants and other obligations of Tenant
under or pursuant to the Lease during the term of the Lease. If Tenant shall default at any time
during the term of the Lease in the payment of any rent or any other sums, costs or charges
whatsoever, or in the performance of any of the other covenants and obligations of Tenant, under
or pursuant to the Lease, then the undersigned, at their expense, shall on demand of Landlord
fully and promptly, and well and truly, pay all rent, sums, costs and charges to be paid by Tenant
and perform all the other covenants and obligations to be performed by Tenant, under or
pursuant to the Lease, and in addition shall on Landlord's demand pay to Landlord any and all
17
sums due to Landlord, including (without limitation) all interest on past due obligations of Tenant,
costs advanced by Landlord, and damages and all expenses (including attorneys' fees and
litigation costs), that may arise in consequence of Tenant's default. The undersigned hereby
waives all requirements of notice of the acceptance of this Guaranty and all requirements of
notice of breach or nonperformance by Tenant.
B. A separate action or actions may, at Landlord's option, be brought and prosecuted against the
undersigned, whether or not any action is first or subsequently brought against Tenant, or
whether or not Tenant is joined in any such action, and the undersigned may be joined in any
action or proceeding commenced by Landlord against Tenant arising out of, in connection with or
based upon the Lease. The undersigned waives any right to require Landlord to proceed against
Tenant or pursue any other remedy in Landlord's power whatsoever, any right to complain or
delay in the enforcement of Landlord's right under the Lease, and any demand by Landlord and/or
prior action by Landlord of any nature whatsoever against Tenant, or otherwise.
C. This Guaranty shall remain and continue in full force and effect and shall not be discharged in
whole or in part notwithstanding (whether prior or subsequent to the execution hereof) any
alteration, renewal extension, modification, amendment or assignment of, or subletting
concession, under the Lease. The undersigned hereby waives notices of any of the foregoing and
agrees that the liability the undersigned hereunder shall be based upon the obligations of Tenant
set forth in the Lease as the same may be altered, renewed, extended, modified, amended or
assigned.
D. The undersigned's obligations hereunder shall remain fully binding although Landlord may have
waived one or more defaults by Tenant, extended the time of performance by Tenant, released,
returned or misapplied other collateral at any time given as security for Tenant's obligations
(including other guaranties) and/or released Tenant from the performance of its obligations under
the Lease.
E. This guaranty shall remain in full force and effect hereunder notwithstanding the institution by or
against Tenant, of bankruptcy, reorganization, readjustment, receivership or insolvency
proceedings of any nature, or the disaffirmance of the Lease in any such proceedings or otherwise.
F. This Guaranty shall be applicable to and binding upon the heirs, executors, administrators,
representatives, successors and assigns of Landlord, Tenant and the undersigned. Landlord may,
without notice, assign this Guaranty in whole or in part. 15
G. This Agreement shall be governed by and construed in accordance with the laws of the State of
Florida. Venue for the enforcement of this Guaranty shall be in Miami -Dade County, Florida. The
undersigned hereby consent to the service of process hereunder by service of process upon the
then current registered agent for Tenant
IN WITNESS WHEREOF, the undersigned has executed this Guaranty this _ day of , 2017.
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Tenant :
EXHIBIT C
RULES AND REGULATIONS 33 DOWNTOWN TOWER
1. BUILDING HOURS AND ACCESS
(a) The Building is open for "Normal Building hours" Monday through Friday from 7:00 A.M. to 5:00
P.M, Saturday 8:00 AM. to 1:00 P-M. except on Legal Holidays.
(b) Access to the Building at times other than Normal Building Hours. Landlord will furnish to Tenant
access cards as needed by Tenant from time to time upon payment by Tenant of a Twenty Five
$25.00 security deposit for each access card. Said security deposit will be refunded upon the
surrender of any access card in good condition, ordinary wear and tear excepted. In the event
that an access card is lost damaged, or otherwise not returned to Landlord, Tenant shall be
required to pay a replacement fee of Twenty -Five (DOLLARS (S 25.00)) for the lost or damaged
access card or the said security deposit will be forfeited. The said replacement fee may be
adjusted from time to time by landlord without notice to Tenant. Landlord shall have the right if
permitted by law, to comingle the funds representing the said security deposit with other funds
belonging to landlord and shall not be required to pay Tenant any interest on the said security
deposit.
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(c) At times, other than Normal Building Hours, access to the Building, Common Areas, or to the
Premises may be refused unless the person seeking access: (i) has an access card to the Building
and keys to the Premises or (ii) is granted access by Tenant pursuant to Rule 1 (g) below. The
Landlord shall in no event be liable for damages for any error with regard to the admission to or
exclusion from the Building of any person.
(d) Not applicable
(e) Landlord and its agents reserve the right at all times to exclude or expel from the Building any
person who, in the judgment of Landlord or its agents, is intoxicated or under the influence of liquor
or drugs, or who shall in any manner do any act in violation of any of the rules and regulations of the
Building.
(f) Landlord and its agents reserve the right at all times to exclude loiterers, vendors, solicitors, and
peddlers from the Building and to require registration of satisfactory identification of credentials from
all persons seeking access to any part of the Building at any time. The Landlord and its agents will
endeavor to exercise their best judgment in the execution of such control but shall not be liable for
the granting or refusal of such access.
(g) Landlord and its agents are not required to grant access to the person who does not possess a key
for the Premises including Tenant's officers, directors, shareholders, employees, agents or servants.
Should entry be requested by such person(s) then the landlord or its management agent must be
given verbal consent by one (1) of the two (2) designated people in the Building's emergency contact
list. Landlord shall have no liability if it grants access to the Premises to any person authorized by one
(1) of the two (2) designated people in the Building's emergency contact list.
(h) In case of invasion, mob, riot, public excitement, or other commotion, the Landlord and its agents
reserve the right to prevent access to the Building during the continuance of the same by closing and
locking of the doors or otherwise, for the safety of the tenants and protection of property in the
Building and the Building-
2. BUILDING
(a) All deliveries must be through the Service elevator, For large deliveries management approval is
needed.
(b) No moving into or moving out of the Building and no furniture, freight, goods, merchandise, or
equipment of any kind shall be moved into or moved out of the Building without the prior notice
to Landlord. Moving of the same into or out of the Building shall be done at such time and in such
manner as landlord shall designate from time to time; currently moves are permitted on Mondays
through Fridays from 6:00 A.M. to 8:00) A.M. and from 6:00 P.M. to 10:00 P.M.
(c) Prior to moving into or moving out of the Building, or the moving of furniture ,freight, goods,
merchandise or equipment, Tenant or Tenant's mover shall obtain and deliver to Landlord a
certificate of paid -up insurance satisfactory to Landlord to protect Landlord and its agents against
loss, liability, or damage occurring during such move; as provided in Article 23 of the Lease.
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(d) The sidewalks, corridors, passages, entrances, exits, elevators, and stairways shall not be
obstructed by Tenant or used for any purpose other than for ingress and egress from the
Premises.
(e) Landlord and its agents shall have the right to control and operate the public portions of the
Building the public facilities, and heating and air conditioning; as well as facilities furnished for the
common use of the tenants, in such manner as it deems best fur the benefit of the tenants
generally.
(f) Except in an emergency, no person shall upon the roof of the Building without the written consent
of the Landlord.
(g) No person shall solicit in the Building or Common Areas.
(h) No sign, placard, picture, advertisement, name, or notice shall be inscribed, displayed, primed, or
affixed on or to any part of the outside or inside of the Building without the written consent of
Landlord which consent may be unreasonably and arbitrarily withheld.
(i) Landlord will maintain an alphabetical directory board on the ground floor lobby of the Building.
Tenant will be allocated one strip for each 2,000 square feet of Net Rentable Area of the Premises.
All letters and numbers will be in the standard graphics for the Building. Any changes made after
the initial directory strip or strips are provided by landlord will be at Tenant's expense.
(j) Tenant shall not use the name of the Building in connection with or in promoting or advertising
the business of Tenant, or in Tenant's name or tradename, without the written consent of
Landlord, except Tenant may use the name of the Building in Tenant's address.
(k) The toilets, urinals, sinks, water fountains, and other apparatus shall not be used for any purpose
other than that for which they were constructed and no foreign substance of any kind whatsoever
shall be thrown therein and the expense of any breakage, stoppage, or damage resulting from the
violation of this rule shall be paid by Tenant who, or whose officers, directors, shareholders,
employees, agents, invitees, servants licensees, visitors, guests, Patrons, or customers shall have
caused it.
(I) Pursuant to Florida's "Clean Indoor Air Act,' all enclosed areas in the Building Common Areas and
the Premises are considered non-smoking areas. This includes rest rooms, elevators, corridors,
water fountain area Stairwell entryways and lobbies. Tenant shall smoke in the smoking area
designated by Landlord. Tenant shall be responsible to ensure compliance with this rule by all of
its employees and guests.
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(m) Tenant shall designate two {2} people who can be contacted in case of a Building emergency. The
names and telephone numbers provided will be available to the Landlord and its management
agent and will be included in the Building's emergency contact list. Tenant is responsible for
notifying landlord of any changes to the emergency contact list
(n) Neither Tenant nor any of Tenant's personnel or invitees may enter any of the mechanical rooms,
janitorial closet, electrical rooms, or telephone rooms, without authorization from Landlord.
3. DOORS AND WINDOWS
(a) Tenant shall keep all entrance doors to public corridors closed at all times except for normal
ingress to and egress from the Premises.
(b) Tenant shall not alter, without the consent of the Landlord, any lock or install any new or
additional locks or any bolts on any doors or windows of the Premises or the Building. Any
approved alteration to locks or bolts must be to the Building standard, be keyed to the Building's
key code system and be at the Tenant's expense. Landlord and its agents may at all times keep a
pass key to the premises. All keys to the premises, bathrooms, and mail box shall be returned to
landlord promptly upon termination of the lease. Tenant shall pay to Landlord the cost of any lost
keys.
(c) Tenant shall not place anything (including but not limited to stickers, decals, posters, and signs) or
allow anything to be placed near the glass of any window, door, partition or wall which may
appear unsightly from outside the premises; provided, however, that landlord may furnish and
install a Building standard window covering at all exterior windows.
(d) The doors to all the bathrooms shall remain locked and closed.
4. PREMISES
(a) Tenant' s personnel shall, before leaving the Premises unattended, close and lock all entrance
doors and shut off all utilities; any damage resulting from failure to do so shall be paid by Tenant.
Tenant, before the closing of the day and leaving the Premises shall see that all entrance doors
are closed and locked, all lights are shut off, and all copy machines, printers, and computer
monitors are shut off; any damage resulting from failure to do so shall be paid by Tenant.
(b) Tenant shall not in any way deface the Premises or any part thereof.
(c) Tenant is responsible for removal of boxes and debris accumulated by moving into or out of the
Building and for major deliveries.
(d) Tenant is responsible for cleaning services and janitorial supplies such as toilet paper and paper
towels in kitchen areas and rest rooms within the Premises (if applicable).
(e) Tenant shall participate in the trash recycling program set forth by the Landlord, governing
agencies, and requirements by law. Requirements for trash recycling may be charged from time
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(f)
to time. Tenant shall be responsible for any fines, liens, clean- up costs, and any other costs related
to its non- participation in the trash recycling program.
Tenant shall not overload the floor of the Premises. Landlord shall have the right to prescribe the
weight, size, and position of all safes, filing systems, and other heavy property brought into the
Building and also the time of day and manner of moving the same into or out of the Building.
Safes, filing systems, or other heavy property shall if considered necessary by Landlord, on
supports of such thickness as is necessary to properly distribute the weight- Landlord will not be
responsible for loss of or damage to any such safes, filing systems, or other heavy property from
any cause and all damage done to the Building or the Premises by moving or maintaining of any
such filing systems, or other heavy property shall be repaired at Tenant's expense. Tenant shall
reimburse landlord any engineering fees paid or incurred by Landlord to verify loading or location
of such safes, filing systems, or other heavy property, or to design systems of support.
(g) Tenants are cautioned in purchasing furniture and equipment that the size is limited to such as can
be placed on the elevator and will pass through the doors of the premises. Large pieces should be
made in parts and set up in the premises. Landlord reserves the right to refuse to allow to be
placed in the building any furniture or equipment of any description which do not comply with
the above conditions.
(h) All contractors and/or technicians performing work for Tenant with the premises shall be referred
to Landlord for approval before performing such work. This shall apply to all work including, but
not limited to, installation of telephones, computer equipment, electrical devices, and
attachments, and all installations affecting floors, walls, windows, doors, ceilings, equipment, or
any other physical feature of the Building or Premises. Landlord reserves the right to designate
the time when such work may be performed. None of this work shall be done by Tenant without
Landlord's prior written approval. Reference should be made to Article 11 of the Lease respecting
additional requirements including insurance.
(i) Landlord will direct electricians as to where and how telephone, computer, CATV or other wires or
cables are to be introduced. No boring or cutting for wires will be allowed without the consent of
the Landlord. The location of telephones, call boxes and other office equipment affixed to the
Premises shall be subject to the approval of Landlord. No wires of any kind or type (including but
not limited to, television or radio antennas) shall be attached to the outside of the Building.
(j) Tenant shall not, without Landlord's written consent, install or operate at the Premises any large
business machines or equipment not customarily used in general business offices or that use
electricity in excess of 120 volts, or carry on any mechanical business at the Premises. Tenant shall
not operate any device which may emanate electrical waves that will impair radio or television
broadcasting or reception from or in the Building or interfere with any other equipment operated
by other tenants in the Building.
(k) Tenant shall not use or keep in the Premises or the Building any kerosene, gasoline, or other
inflammable or combustible fluid or material, or use any method of heating or air conditioning
other than that supplied by Landlord.
(I) Tenant shall not use, keep, or permit to be used or kept any foul or noxious gas or substance in the
Premises, or permit or suffer the Premises to be occupied or used in a manner offensive or
objectionable to the landlord, its agents or other occupants of the Building by reason of noise,
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odors, and/or vibrations, or interfere in any way with other tenants or those having business
therein, nor shall any mammal or bird be brought in or about the Premises of the Building.
(m) No cooking shall be done or permitted by Tenant on the Premises, nor shall the Premises be used
for the storage of merchandise, washing clothes, lodging or any improper, objectionable, or
immoral purposes, except for convenience appliances such as toaster, toaster- ovens microwave
ovens, and dishwashers suitable for office use. Tenant shall not use or keep in the Premises any
Ranges, ovens, or space heaters.
(n) No vending machine or like machines of any description shall be installed, maintained or operated
upon the Premises without the written consent of the Landlord.
(o) If the Premises become infested with vermin, Tenant, at its sole cost and expense, shall cause its
Premises to be exterminated from time to time, to the satisfaction of Landlord and shall employ
exterminators that are approved by the landlord.
(p) Tenant is responsible for the proper maintenance of plants within the Premises and shall see that
any Tenant's plants are properly treated to prevent or eliminate insects, mildew, fungus and
diseases.
(q) If tenant causes a false fire alarm to go off that they will have to pay a $500.00 fee which is what
the fire department charges building for coming.
(r) Upon Landlord's request, Tenant shall be responsible for the removal of all telephone, computer,
CATV, and other wiring and cabling installed by the Tenant prior to moving out of the Premises.
(s) Landlord will endeavour to maintain the HVAC system within the guidelines of the State of Florida,
Department of Energy, Energy Efficiency Code which states indoor design temperatures used for
thermal comfort is no greater than 72" Fahrenheit for heating and 78" Fahrenheit for cooling.
5. SERVICES
(a) Landlord will furnish the following services to Tenant in a manner consistent with other landlords
and sufficient to allow the Tenant to use the Premises in a similar manner consistent with similar
buildings of age and size in the same geographical area.
(i) Cleaning services of Common areas, deemed by Landlord to be normal and usual in an
office building on Monday through Friday, except on New Year's Day, Memorial Day,
Independence Day, Labour Day, Thanksgiving Day, and Christmas Day "Legal Holidays".
Shampooing and replacement of carpet as requested by Tenant shall be at Tenant's
expense.
(ii) Automatically operated elevator service, public stairs, electrical current for lighting,
incidentals and normal office use, and water at those points of supply provided for
general use of its tenants at all times.
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(iii) Heat and air conditioning on Monday through Friday from 7:00 A.M. to 7:00 P.M., and on
Saturdays from 8:00 AM. to 1:00 P-M., except on Legal Holidays, at such temperatures
and in such amounts, are considered by Landlord to be standard or as required by
governmental authority. The HVAC air distribution system and control system will remain
under the control of Landlord, who will regulate the system's setting and adjustment.
Tenant agrees that Landlord will have complete control over the setting and regulation of
all air distribution vents, and dampers to provide comfortable working conditions.
(iv) All Building standard fluorescent and incandescent bulb replacement in the Premises and
fluorescent bulb replacement in the Common Areas and Service Areas.
(v) Repair and maintenance of the structural portions of the Building as provided in
Paragraph 10(b).
Landlord will to supply air-conditioning and elevator services at times other than those specified
above upon receipt of a written request from the Tenant at least 24 hours in advance of the time
such services are to be provided. If, upon request of Tenant its officers, agents, or employees,
such services are provided, to the Premises at times other than specified in Paragraph 13(a)(iii),
or of a level in excess of those described above, Tenant shall pay Landlord and in addition with its
next payment of Base Rent, the cost of those services provided, based upon Landlord's schedule
of rates in effect at the time such services are furnished. Landlord shall not be required to supply
the above described services, other than those specified in Paragraphs 13(a)(ii) and (iii), during
any period in which Tenant is in default under this Lease.
Tenant will not without written consent of Landlord, use any apparatus or device in the Premises,
including, but without limitation thereto, machines using in excess of 120 volts, which will in any
way increase the amount of electricity usually furnished or supplied for the use of the Premises
as general office space; nor connect with electric current except through existing electrical outlets
in the Premises any apparatus or device for the purpose of using electric current. If Tenant shall
require water or electric current in excess of that usually furnished or supplied for the use of the
Premises as general office space, Tenant shall first procure the written consent of Landlord, which
Landlord may, at its option refuse, to the use of such excess water or electrical current and
Landlord may cause a water meter or electrical current meter to be installed in the Premises, so
as to measure the amount of water and/or electric current consumed for any such use. The cost
of any such meters and/or installation, maintenance, and repair thereof shall be paid for by the
Tenant, and Tenant agrees to pay to Landlord promptly upon demand therefore by landlord for
all such water and/or electric current consumed as shown by said meter(s), at the rates charged
for such services by the local public utility furnishing the same, plus an administrative charge of
five percent {5%) to defray the additional expense paid or incurred (regardless of whether they
have been paid) in keeping account of the water and/or electric current so consumed. If separate
meters are not installed, the cost for such excess water and/or electric current will be established
by an estimate made by Landlord.
Wherever heat generating machines or equipment are used in the Premises which affect the
temperature otherwise maintained by the Building's air conditioning system, Landlord reserves
the right to install supplementary air conditioning units in the Premises and the cost thereof,
25
including the cost of installation, and the cost of operation, maintenance, and repair thereof shall
be paid by Tenant to Landlord upon demand by Landlord.
Landlord will not be responsible for interruption of such services caused by repairs, renewals,
improvements, changes of service, alterations, strikes, lockouts, labour controversies, inability to
obtain fuel or power, accidents, breakdowns, catastrophes, national or local emergencies, acts of
God, and conditions and causes beyond the control of Landlord and upon such happenings; no
claim for damages or abatement of rent for failure to furnish any such services shall be made by
the Tenant or allowed by the Landlord.
6. PARKING
(a) Tenant shall arrange for Tenant's parking. The landlord shall not provide any type of parking
for the building or provide any type of credit or concession with respect to parking for Tenant,
Tenants invitees, employees, agents and or guests.
(b) landlord makes no representation warranties or covenants respecting the availability or pricing of
parking at or near the property.
7. LIMITED SECURITY
Landlord shall have no responsibility to supply any security guard or security services or systems, whether
or not landlord is supplying security guard or security services or systems at the time of execution of this
Lease, and Landlord shall have no responsibility or liability to Tenant or any other person for personal
injuries, loss of life, or loss of or damage to property or business arising out of the criminal acts of any
third parties regardless of any notice to Landlord of previous criminal acts at or in the vicinity of the
Building; provided, however, Landlord shall at all times maintain a card key access system. However, in
the event the Landlord elects at its sole option to provide e security guard or security services or systems,
including but not limited to the operation of an information or security desk in the lobby of the Building
or elsewhere, (i) Landlord may terminate such security guard or security services or systems at any time
without any liability to Tenant or to any other person and without any credit to Tenant or reduction in
Base Rent or any payable by Tenant to landlord under this Lease; (ii) the most of such security guard or
security services or systems, if and only incurred, shall be deemed an Operating Expense. Landlord shall
not be deemed to assume any responsibility or liability whatsoever by the furnishing of such security
guard or security services or systems; and {iv) Landlord shall not be liable to Tenant or to any other person
for personal injuries, loss of life, or loss of or damage to property or business caused or alleged to have
been caused by any supplying failure to supply, or misfeasance, nonfeasance or malfeasance of any
security guard or security services or systems, including but not limited to negligence by landlord or its
management agent in respect to the hiring or supervision of such security guard or security services or
systems, whether Landlord employs an independent contractor to supply such security guard and security
services or systems or does so by use of Landlord's own employees or Landlord's management agent's
own employees.
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27
EXHIBIT D
FLOOR PLAN FOR LOCATION IDENTIFICATION PURPOSES
EXHIBIT E
OPTION TO RENEW
1. Landlord hereby grants Tenant the option to renew ("Renewal Option") the Term of this Lease for
two (2) additional term(s) of 60 months ("Renewal Term"), commencing as of the date
immediately following the Lease Expiration Date then in effect, such Renewal Option to be subject
to the terms, provisions, covenants, and conditions hereinafter set forth in this Exhibit.2nd renewal
option is option to both landlord and tenant.
2. Tenant shall give Landlord written notice ("Renewal Notice") of Tenant's election to exercise its
Renewal Option no later than one hundred eighty (180) days prior to the lease Expiration Date.
Time shall be of the essence as to the Renewal Notice required to be given under each Renewal
Option and this Renewal Option shall automatically be null and void immediately upon the
Tenant's failure to have timely given the Renewal Notice by the date required, for any reason
(including, but not limited to Tenant's oversight, failure to have cured any existing defaults or
otherwise).
3. Tenant shall not be permitted to exercise this Renewal Option at any time during which tenant is
in default under this lease beyond any applicable cure period. Any Renewal Notice given when
tenant is in default beyond any applicable cure period, which has not been cured as of date of the
Renewal Notice, shall be void. Further, in the event Tenant has timely and validly exercised its
Renewal Option, but is in default under this Lease on the commencement date of any Renewal
Term, then the Renewal Term shall immediately and automatically be cancelled without notice,
and Tenant shall forthwith deliver possession of the Premises to Landlord as of the Lease
Expiration Date or earlier termination of the then -current Term (or Renewal Term, if applicable)
of this Lease.
4. Tenant shall be deemed to have accepted premises in "as is" condition as of the commencement
of the Renewal Term, subject to any repair and maintenance obligations of Landlord under Lease,
of which Landlord has received timely and proper notice, it being understood and agreed that
Landlord shall have no additional obligation to renovate or remodel the Premises or any portion
of the Building as a result of Tenant's renewal of this lease.
5. The terms, provisions, covenants, and conditions of this Lease in force during the original Term,
as the same may be modified from time to time, shall continue to be in effect during any Renewal
Term, Except as Follows:
(a.) The Lease Expiration Date shall become the date which is the number of months of
the Renewal Term after the Lease Expiration Date then in effect.
(b.) The Base Rent for the first twelve (12) months of the Renewal Term shall be increased
by 3% of the Rent Provided for in the prior twelve (12) month period and shall an
additional 3% twelve (12) month period thereafter
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(c.) Following Expiration of the Renewal Term(s) as provided herein, Tenant shall have no
further right to renew or extend this Lease.
6. Tenant's option to renew this lease is personal to and shall not be transferable by Tenant.
D. OPERATING EXPENSE ADJUSTMENT:
(a.) In the event that the cost to the Landlord for the Operating Expenses shall exceed the cost to
the Landlord for the Operating Expenses of the Building during the Base Year, the Tenant shall
pay to Landlord Tenant's proportionate share of the increase in such costs, if any, for each
calendar year, prorated on a monthly basis for any partial calendar year of the Term. The
percentage of the increase in Operating Expenses to be paid by the Tenant shall be the
percentage which the Net Rentable Area of the Premises bears to the total Net Rentable Area
contained in the Building, which is hereby stipulated to be 96,978 net rentable square feet.
Based on the above, the premises is % of the total Net Rentable Area, and this percentage
multiplied by the increase in Operating Expenses will determine the proportionate share of
the increase in Operating expenses to be paid by the Tenant ("Operating Expense
Adjustment") . There will be no reduction in Base Rent or any negative Operating Expense
Adjustment if the Operating Expenses for the Base Year are higher than the Operating
expenses for a subsequent year.
(b.) The term "Operating Expenses" as used herein shall include all expenses, costs, and
disbursements of every kind and nature which Landlord shall pay or become obligated to pay
because of or in connection with the ownership and/or operation of the Building, computed
on the accrual basis, provided that, except as provided Operating Expenses shall not include:
(x) the replacement of capital investment items and new capital improvements, (y) items not
included in the Base Year Operating Costs, unless such items are required by law to be
provided or the item provided benefits all of the Tenants in the Building (z) Items customarily
excluded from Operating Costs of Similar Buildings.
(i) Wages and Salaries of all employees engaged in operation and maintenance of
the Building regardless of such employees' employer; employer's social security
taxes, unemployment taxes, or insurance and any other taxes which may be
levied on such wages and salaries; the cost of disability and hospitalization
insurance, pension or retirement benefits, and any other fringe benefits for such
employees.
(ii) All Supplies, materials, and uniforms used in operation and maintenance of the
building.
(iii) Cost of utilities including electricity, fuel, oil gas sewer and water, waste,
recycling, and solid waste collection service used by the building and not charged
directly to another tenant.
(iv) Cost of customary Building management, including management fees , the costs
of operation of the management office, fair market rent of the building
management office whether or not it is located in the Building ( so long as the
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rental cost is comparable to the rental cost of a Building Management office
which would be located in the Building, and legal, consulting, engineering and
other professional fees: cleaning services; trash and garbage removal; servicing,
maintenance and repairs of all structures, systems and equipment, including but
not limited to, elevators, plumbing, heating, airconditioning, ventilating lighting,
electrical, security, fire alarms, fire pumps, fire extinguishers, fire sprinklers, hose
cabinets, mail chute, and lawn sprinklers: guard services; painting; caulking; keys
and locks; pressure or steam cleaning of Building Exterior; roof repair; window
cleaning; extermination; operation, maintenance and landscaping and gardening.
(v) Cost of casualty ( including all hazard, flood, and windstorm coverage) and liability
Insurance applicable to the Building and Landlord's personal property used is
connection therewith.
(vi) All taxes, assessments, and governmental charges of any kind, whether real or
personal , whether federal, state, county or municipal and whether they be by
taxing districts or otherwise, and any other taxes and assessments or impositions
of any kind attributable to the Building or its operations excluding, however,
federal and state taxes in income. In addition, Tenant Shall be directly responsible
for taxes on its personal property or any special leasehold improvements not
standard to the Building, all as provided in Article 18.
(vii) All charges assessed against the Building or against the underlying land by any
property owers association common to the area or subdivision.
(viii) Expenditures for capital improvements which, under generally accepted
accounting principles, are regarded as deferred expeses, and for capital
expenditures required by law or any governmental authority, in any of which
cases the cost threof shall be included in Operating Expenses for the calendar
year in which the costs are incurred and subsequent years, appropriately
allocated to such years on a straight line basis to the extent that such items are
amortized over a useful life or over an appropriate period, but in no event more
than (10 years), with the addition of a reasonable interest factor to compensate
Landlord for having initially incurred said expenditure.
(ix) Accounting, auditors, and tax return preparation fees for public accouting
incident to the operation, maintenance and management of the Building, plus the
central office accounting costs of the managing agent of the Building and/or the
Landlord allocable to the building
c.) A statement of Operating Expenses for the Base Year will be rendered to the Tenant within (90) ninety
days after the close of the Base Year. Landlord agrees to maintain accounting books and records reflecting
Operating Expenses of the Building in accordance with the tax basis method of accoutnig and Tenant shall
have the right to inspect Landlord's books and records showing the Operating Expenses for the Base Year.
The statement pf the Operating Expenses for the Base Year shall be deemed approved unless protested
in writing forty-five (45) days after receipt by tenant.
d.) In the event the Operating Expenses in any year after the Base Year are reduced , because of a capital
improvement or by the use of automation and/or new technology, then the operating Expense
adjustment as though such improvement, automation or new technology was in effect during the base
year.
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e.) The intent of this article is to compensate the Landlord for increases in Operating Expenses, excluding
increases in Operating Expenses caused by an increase in occupancy. Therefore, in the event the Building
is less than 90% occupied during any month of the Base Year or any subsequent calendar year, the
Operating Expenses shall be adjusted so as to reflect the Operating expenses of the Building as though
90% occupied during such month and the computation of increase shall be based upon such adjusted
costs.
f.) Landlord shall, within ninety (90) days after close of any calendar year for which the Operating Expense
Adjustment is due under the provisions of this article 5, give written statement to tenant certified as
accurate by Landlord's accountant showing computations for the Operating Expense Adjustment due,
except that Landlord may, al Landlord's option, give Tenant a written statement showing the computation
of any operating expense adjustment due by reason of an increase in the Operating expense referred to
in this Article 5, within (30) thirty days after receipt by Landlord of tax or assessment statements enabling
Landlord to determine the amount of operating Expense Adjustment attributable to or resulting
therefrom. Tenant, at Tenant's Expense, within ninety (90) days of protest, shall have the right no more
frequently than once in each calendar year, upon reasonable advance notice, during normal business
hours of the management office of Landlord, to inspect those of Landlord's books and records that show
the Operating Expenses for such protested calendar year. The annual statement of Operating Expenses or
other statement shall be deemed approved unless protested in writing within forty- Five (45) days after
receipt by Tenant. Tenant shall make full payment of the Operating Expense Adjustment to Landlord with
thirty (30) days after receipt of the statement of Operating Expenses.
g.) The Operating Expense Adjustment due by reason of the provisions of this Article 5 for the final months
of this lease is due and payable even though it may not be calculated until subsequent to the expiration
or sooner termination of this Lease; The operating expenses for the calendar year during which the Lease
terminates shall be pro -rated according to that portion of said Calendar year that this lease was actually
in effect ("Final Year Operating Expense Adjustment"). Landlord will make this calculation within 30
(thirty) days after the termination date of this Lease based on year to date operating expenses, and any
operating expense Adjustment due to Landlord as a result of such calculation shall be paid by Tenant
within 10 (ten) days of receiving an invoice. Notwithstanding the previous sentence, in the event that the
actual Operating Expense adjustment calculated in Paragraph 5 (f) pro -rated according to that portion of
said calendar year that this lease was actually in effect is 10% more than the Final Year Operating Expense
Adjustment, then Landlord shall have the right to adjust the Final Year Operating Expense Adjustment,
which such calculation shall be made within ninety (90) days after the close of the calendar year following
the expiration or sooner termination of this lease; and such adjustment shall be due within (10) days of
receiving an invoice. Tenant expressly agrees that Landlord's sole discretion, may apply the Security
Deposit, if any, in full or partial satisfaction of any operating Expense Adjustment due for the final months
of this lease by reason of the provisions of this Article. If the security deposit is greater than the amount
of operating expense adjustment and there are no other sums owed Landlord by Tenant, by reason of any
other terms, provisions, covenants, or conditions of this Lease, then Landlord shall refund the balance of
the Security Deposit to Tenant as provided. Nothing herein contained shall be construed to relieve Tenant,
or imply that Tenant is relieved of the Liability for, or the obligation to pay, any Operating Expense
Adjustment due for the final months of this Lease by reason of the provisions of this Article if the Security
Deposit is less than the Operating Expense Adjustment, nor shall Landlord be required to first apply the
Security deposit to the Operating expense Adjustment if there are any other sums owed Landlord by
Tenant by reason of any other terms, provisions, covenants, or conditions of this lease.
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h.) Independent of the Operating Expense Adjustment regarding increased Operating expenses in the
prior year, Tenant shall pay to Landlord, the greater of: (i) the amount of the Operating Expense
Adjustment for the Prior year as determined above or (ii) Tenant's proportionate share as provided in
paraph 5 (a) of any projected increase in the Operating Expenses over the Base Year as show in a budget
of operating expenses for the current year which may be provided in Landlord's sole discretion, but based
on a good faith estimate of anticipated Operating Expenses for the current year, and the amount of such
increase shall be divided into equal monthly installments provided over the remainder of the calendar
year and paid concurrently with the regular monthly installments of Base Rent and Additional Rent due
Following the receipt of a statement setting forth the amount determined b (i) or (ii) of this paragraph 5
(h) ("Current Year Adjustment")
j.) If following any year, it is determined that the Current Year's Adjustment paid by the tenant for the
preceding year exceeds the Operating Expense Adjustment determined for the year as to which the
Current Year's Adjustment was paid, then such overpayment made by the Tenant shall be credited toward
the next monthly installments of the Current Year's Adjustment due.
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EXHIBIT F
Operating Expense Adjustment
(a) In the event that the cost to the Landlord for the Operating Expenses
34