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HomeMy WebLinkAboutExhibitTHIS LEASE has been made effective as of , 20/ S. between AVS INTERNATIONAL GROUP. INC., a Florida corporation. of 3555 NW 33rd Street, Miami, Florida 33142 ("Landlord "), and THE CITY OF MiAMi. a Florida Municipality, located at 3500 Pan American Drive. Miami, Florida 33133 ("Tenant"). In consideration of the mutual undertakings contained in this Lease, and intending to he legally hound. Landlord and Tenant agree as follows: ARTICLE 1 - Definitions 1.1 Definitions. When used in this Lease, the following defined terns shall have the meanings set forth below, unless the context clearly indicates to the contrary: (a) "Additional Rent" means all amounts or charges payable by Tenant under any pro ision of this Lease. except Base Rent (as defined below). (I�} "Building" means the building in which the Premises are located. ( c ) "Common Areas" means the areas of the Property, if any, designated by Landlord from dine to time for the common use and enjoyment of the tenants ot'the Property. (d) "Insurance" means ail casualty, liability, rental. business interruption and other insurance maintained by Landlord with respect to the Property. (e) "Lease" means this Lease as it may he amended front time to time. (t) "Premises" means that space in the Property situated in the City of Miami. County of Miami -Dade, State of Florida, and known and described as follows: Certain space located at \ vhieh consists of approximately 2,000 square feet and which is depicted on the attached Exhibit A, located in a multi - tenant Building located on the land legally described on Exhibit B. (g.) "Property" means the real estate described on Exhibit B attached to this Lease, all easements and appurtenances to it and all improvements and installations located or to be located on it, as the same may he modified, altered, expanded or reduced from time to time. (lt) "Rent" means Base Rent, Additional Rent and all other amounts or charges payable by Tenant under anv provision of this Lease, all of which shall be deemed payable by Tenant in consideration of the demise of the Premises. (i) "Taxes" means all ad valorem real estate and personal property taxes and assessments (general or special) of every kind and nature and other or similar charges levied or billed by any governmental unit during the Tern in respect of the Property, or any part of the Property. LEASE ARTICLE 2 - Demise of Premises; Possession 3.1 Demise of Premises; Term. la) Landlord leases the Premises to Tenant, and Tenant hires the Premises from Landlord. on the terms and subject to the conditions contained in this Lease, for a three-year term commencing on June I , 21)1 S ("Commencement Date"), and ending at midnight on May 31, 21)2I, unless renewed or sooner tenninated as provided in this Lease ("Termination Date"). (b) So long as Tenant shall not then be in default under this Lease, Tenant shall have the option to renew the tern of this Lease for one (1) three-year renewal tern. Tenant may renew this Lease by eiving Landlord written notice of renewal at least sixty (60) days in advance of expiration of the tern then in effect. Landlord shall have the right to increase Base Rent at the commencement of the 3-year renewal tens. Upon the written request of Tenant delivered to Landlord no later than one hundred fifty 050) days prior to the expiration of the tern then in effect. Landlord shall provide Tenant with written notification of Landlords intent to increase Base Rent at least one -hundred twenty 1 1 _20) days in advance of expiration of the teen then in effect. The City Manager shall have the authority to request the additional three-year renewal tens so long as there are no Base Rent increases greater than 5' n. Any increase in Base Rent over 5"0 shall require City Commission approval. It Landlord and Tenant do not mutually agree upon any increase in Base Rent prior sixty (60) days before the then -existing, Termination Date determined without regard to the renewal the Lease will not renew and will expire, and the Tenn will end, on the then -existing Termination Date. Other than Base Rent. all other terms and conditions of the Lease oo ill remain in effect without amendment during any renewal tents. The tern of this Lease, as it may be renewed in accordance with the foregoing provisions, is called the "Term." tct Landlord reserves the right to install, maintain, use. repair and replace pipes, duct work. wires and the like through the Premises. Landlord shall use its best efforts to make all such installations and perform all work related to such activities so as to avoid unreasonable interference with or intcn'uption of the business operations of Tenant. Use of Premises. (a) Tenant covenants to use and occupy the Premises for the purposes set forth below, and for no other purpose, except with Landlord's prior written consent, which may be withheld by Landlord in its sole discretion: For the storage of Tenant's equipment and materials only and related access by Tenant as needed for the storage or removal of such equipment and materials, subject to Article 11 of this Lease. (b) Tenant shall not use the Premises, or pennit the Premises to be used, in a manner that constitutes a violation of any applicable law, order, ordinance or regulation or that may be dangerous; nor shall Tenant commit any waste in the Premises, or permit any objectionable noise or odor to be emitted, or permit anything to be done on the Premises tending to create a nuisance or disturb others. 1 (c) Possession. Tenant is currently in possession of the Premises under an existing lease. Tenant shall be deemed to have accepted possession of the Premises under this Lease on the Commencement Date. 2.3 Condition of Premises: Representations. Except as Landlord and Tenant may otherwise agree in writing, Tenant has inspected the Premises and found them to be in good order and satisfactory condition and Tenant agrees to accept the Premises in their then "as is" condition as of the Commencement Date. Tenant represents that it his inspected the Premises, and shall accept the same on the Commencement Date, Except as expressly set forth in this Lease, neither Landlord nor Landlord's agents have made any representations or promises \kith respect to the physical condition of the Premises or any other matter pertaining to the Premises or Property. 2.4 Quiet Enjoyment. Landlord covenants and agrees with Tenant that upon Tenant's paying the Rent and observing and performing all the tents, covenants and conditions to be pert -cm -rued and observe ed. Tenant may peaceably and quietly enjoy the Premises. ARTICLE 3 - Rent and Other Charges ?.I Base Rent. Tenant shall pay to Landlord rent tier the Terri ("Base Rent"), plus any initial partial calendar Month. at a monthly rate of Two Thousand Two Hundred and 00 II)t) Dollars ($2 '0( .t1t11. Subject to Section 3.5 below, each monthly installment of Base Rent shall be payable in advance on or before the first day of each calendar month during Cie Term at such place as die Landlord shall from time to time designate. Base Rent for any partial calendar month shall be prorated. Tenant represents that it is exempt from Florida State Salcs Tax (Exemption 4 , expiring 1. Tenant shall pay or reimburse Landlord for all liabilities and obligations directly paid or incurred by Landlord as a result of Tenant no longer Ming exempt from Florida State Saks Tax. 3.2 Personal Property Taxes.- Tenant shall pay. before any penalty or interest attaches. all personal property taxes le% ied or assessed against Tenant's personal property and shall. upon request. furnish to Landlord evidence of such payment. Utilities. Tenant has confirmed that electricity, water. sewer and all other utility services desired by Tenant are separately metered to the Premises. Tenant shall arrange for die provision of all utility services to the Premises. Tenant shall pay directly to the utility provider the utility expenses incurred by Tenant, Landlord shall not be liable for any such utility expenses incurred by Tenant nor shall Landlord be responsible for any interruption in any utility service. Tenant shalt subscribe for and pay the cost of any telephone or communication services to the Premises which it desires, Tenant shall throughout the Term maintain in good condition and repair all HVAC equipment that services the Premises. =.� Additional Rent. All taxes. charges, costs. and expenses which Tenant is expressly required to pay under this Lease. and all costs and expenses which Landlord may incur by reason of any default of Tenant or the failure by Tenant to comply with the Lease terms shall be deemed to bc Additional Rent. and unless otherwise specified in this Lease. shall be payable within ten (11)) days after Landlord's w ritten demand for them, and in the event of nonpayment by Tenant. Landlord shall have all of the rights and remedies with respect to them as Landlord has for the nonpayment of the Base Rent. 3.5 Interest on Rent. Rent which is not paid within Live (5) days of the date due shall bear interest from the date due until paid at a rare equal to the lesser of twelve percent (12°o) per annum or the highest amount permitted by law. The payment of such interest shall not excuse or cure any default by Tenant under this Lease. ARTICLE 4 - Preparation of the Premises 4.1 Tenant's Work. Any alterations, improvements, additions, physical change, sign installations or other work necessary or desirable to place the Premises in a condition suitable for Tenant's business purposes from time to time during the Term ("Tenant's Work") shall be performed in a good and workmanlike manner by or for Tenant at Tenant's sole cost and expense. No construction or installation by Tenant shall begin until Landlord has consented to the work in writing. and approved the plans and contractors for such work, which approval shall not he unreasonable withheld or delayed except as otherwise provided in this Lease. Tenant's Work shall fully conform to all applicable statutes. ordinances. regulations and codes. Tenant shall place no signs on the Premises or Property without Landlord's prior written consent. which may be withheld in Landlord's sole discretion. All Tenant's Work and all leasehold improvements made by Tenant which are affixed to the Premises and cannot be removed without damage to the Premises shall he the property of Landlord. 4.2 Lien Waivers. It applicable. Tenant Shall notify Landlord upon completion of Tenant's Work in accordance with approved plans. Simultaneously with such written notice. Tenant shall furnish Landlord with proper swom statements and lien waivers from all persons performing work on or supplying materials to the Premises, and all required approvals of the Tenant's Work from the appropriate governmental authorities. 4.3 Covenant Against Liens. Nothing in this Lease shall authorize Tenant to, and Tenant shall not. do any act which will in any way encumber the title of Landlord in and to the Premises, nor shall the interest or estate of Landlord in the Premises be in any way subject to any claim whatsoever by virtue of any act or omission of Tenant. Any claim to a lien upon the Premises arising from any act or omission of Tenant shall be valid only against Tenant and shall in all respects be subordinate to the title and rights of Landlord. and any person claiming through Landlord, in and to the Premises. ARTICLE 5 - Repairs 5.1 Repair and Maintenance of Premises. Except to the extent such duties are expressly made the obligation of Landlord under this Article, Tenant shall at its expense keep and maintain the Premises, all mechanical systems serve ing the Premises (including air conditioning equipment) and any improvements it has made to the Premises and its trade fixtures and personal property in the Premises. in a good and clean operating condition. Landlord shall keep and maintain the exterior walls. windows, doors (but not any locks or other hardware on the doors) and ceilings of the Premises and the mechanical systems of the Building serving them in good operating condition. Landlord shall maintain the portion of the Property located outside of the Premises. including lighting for the parking area. Landlord shall also pay for normal garbage disposal servicing the Premises. a 3.' Damage by Tenant. Notwithstanding anything to the contran pro), idcd in this Lease. Landlord may recover from Tenant the entire cost of any repairs by Landlord made necessary by the tortious acts or neglects of Tenant or its agents. contractors. employees or invitees. except to the extent that Land lord is reimbursed for such costs under any policy of insurance. 5.3 Structural Repairs. Landlord shall keep the foundation, roof. exterior walls and all load bearing portions of the Premises in good repair throughout the Term. Landlord shall be neither liable nor responsible for any loss that may accrue to Tenant or Tenant's business by reason of Landlord's actions in fultillinr, its obligations under this Section. so long as Landlord acts reasonably to minimize interference with Tenant's use of the Premises. Landlord shall not be required to make any other improy ements or repairs away kind upon the Premises. ARTICLE 6 - Co‘ enants; Landlord's Lien 6.1 Laos, Ordinances and General Conditions. Tenant at its expense shall comply promptly e), ith all lay. s, ordinances. orders and regulations affecting its use or occupancy of the Premises or any alterations it ha.. made to the Premiss. 6.1 Tenant's Taxes. Tenant shall pay, prior to delinquency. all taxes. special assessments, and other charges of any kind due and payable during the Tenn which are lei icd with respect to Tenant's personal property located on or in the Premises. the leasehold estate, or any sublease estate under this Lease. including any and all taxes imposed by the United States of .America. or any Stare. nitntiefpality. or political subdivision of any of them. Tenant is not obligated to pay any taxes for which it is legally exempt as a Florida Municipality. 6.3 Landlord's Lien. To secure the payment of all moneys due under this Lease, Tenant grants to Landlord a security interest in all personal property of Tenant located in the Premises and any and all rents from Tenant's subtenants or assignees. if any. Contemporaneously a nth the execution of this Lease. end at such other times as Landlord may request. Tenant agrees to execute and deliver to Landlord financing statements and such other documents as may be required to pertcet the security interest granted in this Section. Landlord is hereby- authorized to tide am- financing statements in connection w ith the foregoing security interest. ARTICLE 7 - Damage to Premises; Eminent Domain; Insurance 7.l Destruction --Fire or Other Cause. ta) If the Premises shall he rendered untenantable by tire or other casualty, Landlord shall (so long as the insurance proceeds are in an amount sufficient to fund a complete restoration. and Landlord's mortgagee permits then to be so applied) restore them and Wake them tenantable as soon as possible: provided. however. that notwithstanding the foregoing. if the restoration is reasonably expected to Landlord to take more that ninety (90) days to perform, then Landlord shall ha e the right to terminate this Lease by the delivery of written notice to Tenant. Landlord shall advise Tenant if such insurance proceeds, together with such sums as Landlord is willing to commit, are insufficient to restore the Premises. if such funds are insufficient. Tenant may terminate this Lease by notifying Landlord within ten (1 0) days after Landlord'; notice of insufficiency. Except in the case of damage caused by Tenant or its agents. employees. contractors. guests or licensees where lot rentals are not covered by insurance. Base Rent shall abate during the period of untenantability in proportion to the area of the Premises rendered untenantable. All such restoration required to be performed by Landlord shall be completed within one hundred eighty (180) days of settlement with Landlord's insurance carrier or Tenant shalt. as its sole remedy. he entitled to terminate this Lease. (b) Tenant shall immediately notify Landlord of the occuti,cnee of a fire or other casualty at the Premises and shall at its expense restore or replace its personal property. fixtures and tenant improl ements. 7.2 Eminent Domain. It" all or any material part of the Premises or Common Areas shall be taken or condemned by any competent authority for any public use or purpose. this Lease shall. at the option of Landlord. end as of the date of the aetual taking. If the Premises may not reasonably he used for the purpose contemplated by the Lease following any taking. Tenant may terminate this Lease by the delivery of written notice to Landlord no later than thirty (30) days after the taking or condemnation. In either case. there shall be no apportionment to Tenant of any portion of the award or damages for such taking. but Tenant shall be entitled to any funds awarded it for naming expenses or business interruption. This Lease shall otherwise remain in full t€>rce and effect yy'tthout apportionment to Tenant of any portion of the award or damages. In the event of a termination pursuant to this Section. Base Rent shall be prorated to the date of such taking. 7.3 Tenant's Property: Insurance. Tenant shall bring or keep property upon the Premises solely at its own risk, and Landlord shall not under any circumstances he liable for any damages to the property or any destruction or theft of the property. Tenant is self -insured as a Florida municipality and has sufficient self- insurance. Tenant waives all right of reeoeery which it might otherwise have against Landlord and its agents. employees. customers. invitees, guests or licensees. for any damage to Tenant's property which is Tenant 's responsibility. notwithstanding that such damage may result from the negligence or fault of Landlord or its agents, employees. customers. invitees. guests, or licensees. 7.4 Insurance. By this section. and by the applicable portions of Section 7.3 above. Landlord and Tenant intend that the risk of loss or damages as described shall he borne by responsible insurance carriers to the extent provided. (a) Landlord shall insure the Building against loss or damage under a policy or policies of all risk casualty insurance, in such amount and with such coverages as Landlord deems n ecessary. tb) Tenant shall maintain workers' compensation coverage covering all of its employees. to at least the statutory limit set forth under Florida law. (e) The City of 41 iami is self -insured in accordance with and subject to the limitations set forth in Section 768.28 of the Florida Statutes. ARTICLE 8 - Default and Remedies: Termination and Surrender 8.1 Landlord's Remedies. If Tenant shall fail to make any payment of any Rent due under this Lease for a period often ( I0) 3 days following the date vvhen due, or if default shall continue in the pertinritutnce or any of the other covenants or conditions which Tenant is required to ohsetve and pertonii under this Lease for a period of shirr. (30) days titillov%ing ritten notice of such failure. or if the interest of Tenant in this Lease shall be levied upon under execution or other legal process. or if :mv petition shall be fled by or against Tenant in a court of bankruptcy. or if Tenant shall he declared insolvent according to law. or make an assieennnent for the benefit of creditors, or it' Tenant shall alissoly e. die or become legally incompetent. or if Tenant shall vacate or abandon the Premises or cease to operate its business in the Premises, then Landlord may, but need not, neat the occurrence of anv one or more of the foregoing events as a breach of this Lease, and thereupon may. at its option. without anv further notice or demand of any kind to Tenant or anv other person, have any one or more of the col Iovv ing described remedies in addition to all other rights and remedies provided at law or in equity: tar Terminate this Lease, repossess the Premises in accordance with the provisions of Section 8.2 of this Lease and be entitled to recover immediately, as liquidated agreed final damages. in lieu of any further deficiencies. the total amount due to be paid by Tenant during the balance of the; Teeth of this Lease. less the titir rental value of the Premises for such period. thl Terminate Tenant's right of possession and repossess the Premises without demand or notice of any kind to Tenant and without terminating this Lease. in which case Landlord shall attempt to relet all or any pw-t of the Premises for such rent and upon such term; as Shall be reasonably: satisfactory to Landlord. For the purposes of such retesting. Landlord may make such repair's, alterations, additions. or physical changes in or to the Premises as may Landlord may determine to be reasonably necessary or convenient. If Landlord shall fail despite its eftOr-ts to relet the Premises, then Tenant shall pay. to Landlord as damages the total amount due to be paid by Tenant during the balance of the Tern of this Lease monthly, as such amounts become due. It the Premises are rel.et and a sufficient suns shall not be realized from the relenting. after payment of all costs and expenses of such repairs. alterations. additions or physical changes and the expense of such relettins and the collection of rent occurring therefrom. to satisfy the Rem herein provided to he paid during the remainder of the Term. Tenant shall satisfy and pay any such deficiency upon demand. Tenant agrees that Landlord may file suit to recover any sums falling due under the terms of this suhsection. (el Specitieally pertbrmanee of Tenant's obligations. 8.2. Termination: Surrender of Possession, (al L'pcn the expiration or termination of this Lease. whether by lapse of time. operation of law or pursuant to the provisions of this Lease. Tenant shall: 1i) Restore the Premise; to their condition at the beginning of the Tenn (other than as contemplated by Section 4.1 ahovet. ordinary wear and tear excepted. remove all of its personal property. electronie equipment and wade fixtures from the Premises and repair any damage caused by such removal: I ii I Surrender possession of the Promises to Landlord: and lilt} Upon the request of Landlord. at Tenant's cost and expense. remove ti-orn the exterior and interior of the Premises ail fixtures and signs, symbols and trademarks which are connected with or associated specifically with Tenant's business and repair any damages to the Premises caused by such removal. (h) If Tenant shall tail or refuse to restore the Premises as provided above. Landlord may do so and recover its cost for so doing. If Tenant shall tail or refuse to comply with Tenant's duty to remove all personal property and trade fixtures from the Premises upon the expiration or termination of this Lease, the parties hereto agree and stipulate that Landlord may. at its election: (i) treat such failure or refusal as an offer by Tenant to transfer title to such property to Landlord, in Which event the title to it shall pass under this Lease as a bill of sale: or (ii) treat such failure or refusal .is conclusive e%icienee. on which Landlord shall be entitled to rely absolutely. that Tenant has forever abandoned such property. In either event. Landlord may, with or without accepting title to the property. keep or remove. store. destroy. discard. or othem ise dispose of all or anv part of such property in any manner that Landlord shall choose without incurring liability to Tenant or to any other person. In no event shall Landlord ever become or be charged with the duties ()fa bailee of anv property of Tenant. The tailure of Tenant to remove any property from the Premises shall forever bar Tenant from bringing anv action or asserting any liability against Landlord with respect to anv property which Tenant fails to remove. (e) This Lease shall cease at the end of the Term without the necessity of notice tiom either Landlord or Tenant to terminate. Landlord shall also be entitled to such other remedies as may he provided it by law or in equity. 8.3 Holding ©ver. 11Tenant continues to possess and use the Premises after expiration of the Term %kith Landlord's consent. Tenant shall become a tenant from month to month. Such tenancy shall he upon the same terms and conditions specified in this Lease for the period immediately prior to such holding over. and the holdover shall continue until either party terminates the tenancy by at least thirty 130) days' prior vv ritten notice to the other of such intention to terminate. 8.4 Assignment and Subletting. Tenant shall not. without the prior written consent of Landlord (which consent Landlord may withhold in its sole discretion). assign this Lease or anv interest under this Lease (whether as security for an obligation or otherwise): permit any assignment of this Lease by operation of law: sublet the Premise; or anv part of then: or pennit the use of the Premises by any party other than Tenant and its employees. 8.5 Remedies Cumulative, The failure of either party to enforce any covenant or condition of this Lease shall not be deemed a waiver of the covenant or condition or of the right of either party to enforce each and every covenant and condition of this Lease. No provision of this Lease shall be deems.) to have been waived unless such waiver shall he in writing and sig.ned by the person against whom the waiver is claimed. All rights and remedies of each party under this Lease shall be cumulative. and none shall exclude anv other rights or remedies allowed by law. 8.6 Expenses of Enforcement: Performance by Landlord. in the event of the commencement of any legal proceeding relating to this Lease or the Premises, the prevailing party shall be entitled to recover from the non -prevailing party the prevailing party's reasonable attorneys' tees and costs. If Tenant shall tail to pertorrn any of its obligations under this Lease. Landlord may without any further notice other than that provided in Section 8.1 above perform such obligations. If Landlord incurs anv costs in connection with its performance, proof of such costs shall be provided to Tenant and they shall he paid by Tenant to Landlord upon demand as Additional Rent. 1 S.7 Tenant's Remedies. Tenant may hrin� an action against Landlord for any claim Tenant may have against Landlord under this Lease provided that Tenant shall first give written notice of the claim to Landlord and shah afford Landlord a period of thirty (30) days following written notice of such claim (except that it such default cannot be cured within the thirty (30) day period. this period shall he extended for a reasonable additional time not to exceed sixty (60") more days, prow ided that Landlord promptly commences to cure such default and proceeds diligently thereafter to effect such cure). ARTICLE 9 - Access to Premises 9. l Access to Premises by Landlord. Upon giving one (1) dav's prior notice (or without notice in the event of emergency). Landlord shall have the right to enter upon the Premises at all reasonable business hours for the purpose of inspecting diem. preventing waste. loss. or destruction. enforcing any of its rights or powers under this Lease, or making such repairs or alterations as it is obligated to make under the terms of this Lease or vvhieh Landlord may elect to perform following Tenant's failure to do so. Landlord shall be neither liable nor responsible for anv loss to Tenant or Tenant's business which may occur by reason of such entry. so long as Landlord acts reasonably to minimize interference avith Tenant's use of the Premises. Throughout the Term. Landlord shall have the right to enter the Premises at reasonable hours on reasonable notice for the purpose of showing them to prospective purchasers or morteagees and, during the last six (6) months of the Term, to prospective tenants. En no event shall the obligations ofTenant under this Lease he attested by any such entry. Landlord shall use reasonable efforts to not unreasonably inters-upt Tenant's quiet enjoyment of the Premises. ARTICLE 10 - Use of Common Areas 10.1 Use of Common Areas. Landlord .rant; to Tenant the nonexclusive right to use the Common .Area; solely for the purposes for which they were designed, :subject to the tour[+ing conditions: (a) The Common Areas may also he used by anyone else to whom Landlord has or may in the future grant the right to use them: (h) Tenant shall make no use of the Common Areas vahich would interfere in any was with the use of the Common Areas by any other person; (c) Landlord shall have the right from time to time to close. repair and modify the Common Areas, to change the location or - character of them, and to adopt rules and regulations pertaining to them, but in doing so Landlord shall use reasonable eftbrts to avoid any unreasonable interference with the business operations of Tenant; and (d) Tenant and its employees shall park their vehicles only in those portions of the parking areas designated for that purpose by Landlord. 10.2 Maintenance and Control. Landlord shall maintain, operate and control the Common Areas. ARTICLE 1I - Environmental Matters I I.1 Environmental Matters. (a) Tenant agrees that during the tenn of this Lease no use, generation. release. manufacture. production, processing, treatment. storage or disposal of any Hazardous Substances (as defined below) on or from die Premises shall occur, except: (i) as specifically- disclosed to and first approved by Landlord in writing. which approval shall not be unreasonably withheld; (ii) anv release ofa Hazardous Substance if the Hazardous Substance released was not introduced to the Premises by the Tenant. its subtenants, contractors, employees, agents. or invitees, and Tenant had no knowledge of its presence prior to the release; and (iii) the use of a Hazardous Substance in a limited quantity necessary for the operation ormaintenance ofoffice equipment in the ordinary course of the business of Tenant and in compliance with applicable laws. regulations and ordinances. Tenant also agrees that, in the operation of its business from the Premises. it shall comply with all federal, state and local laws, regulations and ordinances for the protection of the environment. Tenant shall not install on the Premises any underground tanks for the storage of petroleum products, chemicals or other liquids. or install or store on the Premises anv asbestos, whether or not triable, or urea formaldehyde foam insulation. thl Tenant agrees to notify Landlord immediately of any disposal ofa Hazardous Substances on or near the Premise;, of any discovery. ofa Hazardous Substance on or near the Premises. and of any notice received from a governmental authority or private party or private party alleging or sug<gesting that a disposal of a Hazardous Substance on or near the Premises may have occurred, as soon as Tenant becomes aware of any such information or notice. Furthermore. Tenant agrees to provide to Landlord full and complete access to any documents or information in Tenant's possession or control relevant to the question of generation, release. manufacture, production, processing, treatment, storage or disposal ofa Hazardous Substance on or near the Premises. t i In the event that an environmental review discloses that the Premises contain any such Hazardous Substance. and the Hazardous Substance arose as a result of any act or omission by Tenant, its subtenants, contractors, employees, agents or invitees, Tenant shall immediately, at its sole cost and expense, commence and pursue diligently to completion all corrective action required to both (i) bring the Premises into compliance with applicable environmental laws, regulations, ordinances and court interpretations and orders. and ( ii) reasonably satisfy- Landlord that the Hazardous Substance has been removed to the extent reasonably possible. In the event any of the Hazardous Substance remains, Tenant's liability for the removal of the same shall continue indefinitely, and Landlord may by written notice to Tenant require Tenant to perform further remediation efforts if in the future (iii) applicable laws. regulations, ordinances or court interpretations or orders change in such a manner as to make the concentration of Hazardous Substance illegal, or (iv) remediation technology changes in such manner that it becomes possible to successfully remediate more of the Hazardous Substance. tall "Hazardous Substance" shall mean ( i ) any hazardous substance as that term is defined in the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"). 42 L.S.C. 91(0)l et seq., as amended. (ii) any hazardous waste or hazardous substance as those terms are now or hereafter defined in any local, state or federal law, regulation, ordinance or court 5 interpretation or order applicable to the Premises. (iii) petroleum products. including. without limitation, crude oil or any traction thereof, or (iv) any other substance note- or hereafter declared to he hazardous or toxic under common lase. ARTICLE 12 - MIiscellarteous 12.1 Notices. All notices, bills or statements required under this Lease shall he in writing and shall be deemed to have been given if either delivered personally or mailed by certified or registered • mail to the addresses as set forth above. The addresses specified for notices may from time to time he changed by the written notice of one party to the other. 12.2 Invalidation: Amendment. The invalidation of one or more terns of this Lease shalt not affect the validity of the remainin terns. This Lease represents the entire agreement between the parties for the lease of the Premises after the Commencement Date. No oral or written prior or contemporaneous agreeatiell ts shall have any force or effect. and the Lease may not he amended. altered or modified unless done so by means of a written instrument signed by both parties. 12._ Certificate. Subordination: Attornment: Estoppel ti This Lease shall be subject and subordinate to the interest of the holders of any notes secured by mortgages on the Premises, now or in the future, and to all ground or underlying leases and to all renewals, modifications. consolidations, replacements and extensions of such mortgages or leases. If the ground or underlying lessor and or mortgagee or anv successor in interest shall succeed to the rights of Landlord under this Lease. whether through possession, surrender, assignment. subletting, judicial Or foreclosure action. or dcliyery of a deed or otherwise. Tenant will attom to and recognize such successor - landlord as Tenant's landlord and, so long as the Tenant is not then in default under this Lease the successor -landlord will accept such attormnent and recognize Tenants rights of possession and use of the Premises in accordance with the provisions of this Lease. This clause shall be self -operative and no further instrument of attorrament Or recognition shall be required. 12.4 Successors and Assigns. The covenants, conditions and agreements contained in this Lease shall bind and inure to the benefit of Landlord and Tenant and. except to the extent prohibited by Section 8.4 above. their respective successors and assigns. 12.5 Real Estate Brokers. The parties to this Lease represent and warrant to one another that there are no real estate brokers or other agents involved in this transaction and no broker's or tinder's fees or commissions are payable in connection with this Lease. Landlord indemnifies and agrees to hold harmless Tenant, and at Tenant's option defend Tenant. from and against any and all liabilities, including, yvithout limitation, reasonable attorneys' fees, arising from a claim by anv broker claiming through Landlord Tenant indemnifies and agrees to hold harmless Landlord, and at Landlord's option defend Landlord. from and against any and all liabilities. including, without limitation. reasonable attorneys' fees, arising from a claim by any broker claiming through Tenant. 12.6 Accord and Satisfaction. No payment by Tenant or receipt by Landlord of a lesser amount than the monthly rent stipulated in this Lease shall be deemed to be other than on account of the earliest stipulated rent, nor shall any endorsement or statement on anv check or anv letter accompanying any check or payment as rent he deemed an accord and satisfaction. and Landlord shall accept such check or payment NA. ithout prejudice to Landlord's right to recover the balance of such rent or to pursue any other remedy under or in connection with this Lease. l2.7 Radon Gas. Radon is naturally occurring radioactive gas that. hen it has accumulated in a Lni Idi mi in sufficient quantities. may present health risks to persons vvho are exposed to it over time. Le\ els of radon that exceed federal and state guidelines hate been found in buildings in Florida. Additional information regarding radon and radon testing may he obtained from your county public health unit. The foregoing paragraph has been included in this Lease solely for the purpose of complying with Section 401.056, of the Florida Statutes. as same may be amended from time to time. Neither Landlord nor Tenant acquire anv rights, assume anv obligations. or incur anv liabilities of any kind whatsoever, either directly or - indirectly. as a result of the inclusion of the above paragraph. [signature page follows] 6 This Lease has been sieved as of the date set forth above. AVS INTERNATIONAL GROUP. INC. Witnesses: Signature Name: Print Nanie Naive: Title ATTESTED BY THE CITY OF EIAMI Todd B. Hannon City Clerk Date: Emilio T. Gonzalez. Ph.D. Date City \lana,er APPROVED AS TO INSURANCE APPROVED AS TO LEGAL FOR\I REQUIREMENTS AND CORRECTNESS Ann -Marie Sharpe Date Victoria \kndez Risk \I:tnartiement Department Director City Attorney Dan EXHIBIT A DEPICTION OF PREMISES SEMI WV.. J EXHIBIT B LEGAL DESCRIPTION OF PROPERTV Lots I, 2, 2' 23 and 24, Block 63, MELROSE HEIGHTS Sth SECTION, according to the plat thereof, as recorded in Plat Book 17, at Page 22, of the Public Records of \liami-Dade County. Florida.