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HomeMy WebLinkAboutExhibit 2018-04-26COMMERCIAL LEASE AGREEMENT THIS COMMERCIAL LEASE (this "Lease"), is being entered into this day of , 2018 ("Lease Commencement Date") between 3401 FUSTAN LLC, a Florida limited liability company with a principal office located at 4143 Southwest 74 Ct., Suite B, Miami, FL 33155 ("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, 3rd Floor, Attn: Director C. LANDLORD MAILING ADDRESS FOR NOTIFICATION AND RENTAL PAYMENTS: 4143 SW 74 Ct, Suite B, Miami FI 33155 D. PREMISES ADDRESS AND DESCRIPTION: 3401 Northwest 7th Street, Miami, Florida 33133. Entire two storied, stand alone building consisting of approximately 7,200 square feet improved with Medical Offices on the ground floor including 9 examination rooms and 2 bathrooms. Second floor improved with multiple offices and two bathrooms. Gated parking with 12 spaces. 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. F. RENT COMMENCEMENT DATE: Upon the date that is 60 days following Lease Commencement Date. G. DUE AT SIGNING: $0.00 H. BASE RENT: $158,400.00 per annum ($22/sq. ft. x 7,200 sq. ft.) plus applicable sales tax; $13,200.00 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. UTILITIES AND CAM: Tenant shall be responsible for all property expenses including Real Estate Taxes, Insurance and Utilities. Estimated property expenses will be pre -billed on a monthly basis by Landlord as additional rent and reconciliated at the end of the calendar year.\ J. SECURITY DEPOSIT: $00.00 K. REAL ESTATE TAXES: Tenant shall pay for real estate taxes. 1 L. USE: Medical /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; Landlord supplied restroom fixtures and equipment; lighting systems. N. BROKERS: Both Tenant and Landlord acknowledge that there are no Brokers involved in this transaction. O. SECURITY: Landlord shall provide no security for the building. P. PARKING: Building has 12 gated parking spaces Q. LANDLORD IMPROVEMENTS: None R, EXHIBITS: Exhibit A. Space Condition Exhibit B. Option to Renew Exhibit C. Option to Purchase [REMAINDER OF LEASE COMMENCES ON FOLLOWING PAGE] 2 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 shall constitute a default of the Lease as 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 3 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 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. 4 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, upon providing 24 hours prior notice, 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 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 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 S. HOLD HARMLESS; DAMAGES: Intentionally Deleted. 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. 5 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. 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 thirty (30) days after the date such invoice is received, or such objections are otherwise deemed waived. SECTION 13. INSURANCE: Landlord shall maintain, with respect to th Premises and the property of which the Premises are a part, fire and other casualty insurance. Tenant operates a self -insured program in accordance and subject to the limitations as set forth in Section 768.28 of the Florida Statutes. 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 6 within 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 after providing a 10 day written notice to cure. 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 Landlord will send a 10 notice to cure the late payment. Upon the expiration of the 10 day period, if the rent has not been paid, a 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. 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. 7 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 8 account of Tenant, in which case the Landlord shall not be responsible for the care or safekeeping thereof whether in 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. 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. 9 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 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. 10 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. 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: Landlord makes no representations warranties or covenants respecting the availability or cost of parking at or near the Premises except as provided in the Preamble. SECTION 34. HOLDOVER: !f 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 (1) 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 thirty (30) 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, 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, EACH PARTY SHALL BE RESPONSIBLE FOR THEIR OWN COSTS OF SUIT, INCLUDING REASONABLE ATTORNEYS' FEES AND RELATED DISBURSEMENTS AT TRIAL AND ON ANY APPEAL AS FIXED BY THE COURT. 11 SECTION 37. NOT APPLICABLE. SECTION 38. NOTAPPLICABLE. 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. NOT APPLICABLE 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. 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. 12 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. 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. 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. 13 IN WITNESS WHEREOF, the parties hereto have hereunto executed this Lease, under seal, for the purpose herein expressed, the day and year above written. ATTEST: TENANT: CITY OF MIAMI, a municipal corporation of the State of Florida By: By: Todd B. Hannon City Clerk Emilio T. Gonzalez, Ph.D City Manager APPROVED AS TO INSURANCE APPROVED AS TO LEGAL FORM & REQUIREMENTS: CORRECTNESS: By: By: Ann -Marie Sharpe, Director Risk Management Department Victoria Mendez City Attorney WITNESSES AS TO LANDLORD: LANDLORD: 3401 FUSTAN LLC By: _ By: PRINT NAME: By: PRINT NAME: Alain Lantigua, Manager 14 EXHIBIT A 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. 15 EXHIBIT B 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. 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. If Tenant does not send the Renewal Notice in the time allotted, Landlord will send a notice to Tenant giving Ten (10) additional days after receipt of said notice, to exercise Tenant's option. 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 (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. 16 EXHIBIT C OPTION TO PURCHASE 1. Landlord hereby grants Tenant the option to PURCHASE ("PURCHASE Option") the premises within the first two (2) years of the initial Lease Term for the amount of One Million Four Hundred Thousand Dollars ($1,400,000.00). 2. Landlord hereby grants Tenant the option to PURCHASE ("PURCHASE Option") the premises within the third (3rd) year of the initial Lease Term for the amount of One Million Four Hundred Thousand Dollars ($1,550,000.00). 3. Landlord hereby grants Tenant the option to PURCHASE ("PURCHASE Option") the premises within the fourth (4th) year of the initial Lease Term for the amount of One Million Four Hundred Thousand Dollars ($1,700,000.00). 4. Landlord hereby grants Tenant the option to PURCHASE ("PURCHASE Option") the premises within the fifth (5th) year of the initial Lease Term for the amount of One Million Four Hundred Thousand Dollars ($1,850,000.00). 5. Tenant shall give Landlord written notice ("Purchase Notice") of Tenant's election to exercise its Purchase Option no later than one hundred eighty (180) days prior to the Option's Expiration Date. Time shall be of the essence as to the Purchase Notice required to be given and this Purchase Option shall automatically be null and void immediately upon the Tenant's failure to have timely given the Purchase 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). 6. Following Tenant giving Landlord a timely Purchase Notice, and within 6 months of such notice, Landlord and Tenant shall use good faith efforts to enter into an acceptable Purchase Agreement. Failure of the parties to enter into a Purchase Agreement within the prescribed time will cause this option to terminate and all rights of the Tenant to purchase the property shall be deemed expired and/or void and neither party will have further rights, claims or obligations against the other by reason of this Option. 7. Tenant shall not be permitted to exercise this Purchase 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 Purchase Notice, shall be void. 17