Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
Exhibit
STANDARD COMMEH. CLAL LICENSE AGREEMENT This License Agreement ("Agreement") is entered into as of ARTICLE I Definitions and Certain Basic Provisions '0 by Licensor am. Licensee. 1.1 "Additional Payments": All additional sums, charges, or amounts of whatever nature to be paid by Licensee in accordance with the provisions of this Agreement, whether or not such sums, charges, or amounts are referred to as Additional Payment. "Building': The property described in Exhibit A, together with such additions and other changes as Licensor may from time to time designate as included within the Building, "Commercial Portion": The portion of the Building designated for commercial use and specifically excluding all residential units, hallways, and service corridors that exclusively serve the residential units. "Agreement Commencement Date": The date that the Agreement is fully executed by all parties. "Licensor": Olympia Center Inc., a Florida Corporation, its successors and assigns, "Licensor's Address": c/o Olympia Center Inc 169 E. Flagler Street, 4837 Miami FL 33131 "Agreement Year": The twelve (12) month period starting with the first day of the first full month after the Agreement Commencement Date. "Permitted Use": The Premises shall be used solely as office space and for no other use(s), unless specifically authorized in writing by Licensor and agreed to in writing by both parties. "Premises":690 square feet as described on the plan attached as Exhibit B, which is part of the Building situated upon the properly described in Exhibit A. "License Payment": SO per month (based upon $0 per square foot per year) for year 1 plus taxes and Common Area Maintenance fees as described in Section 6.2. After 1 year Licensee may, with Licensor's written approval, enter into a month -to -month license arrangement for up to 12 months at the base Payments rate of ISO plus applicable taxes and Common Area Maintenance fees. "Rent Commencement Date": The date that is 120 days following the Agreement Commencement Date. "Security Deposit": Licensee shall pay to the Licensor a one-time payment of $0 as security deposit to be held by the Licensor without interest for the fill and faithful performance by Licensee of the terms and conditions of this Agreement, which deposit may be commingled with Licensor's other funds. Licensor may utilize such part of the security deposit as is necessary to cure any defect of Licensee under the Agreement, and in such event Licensee shall immediately replace such portions as may be expended by Licensor and restore such security deposit to the full amount specified herein. Upon the expiration of this Agreement (except by default by Licensee) and delivery of the Premises to Licensor in their original condition, ordinary wear and tear excluded, the security deposit shall be returned to Licensee. Upon any conveyance- of the building by Licensor to a successor in title, the successor shall become liable to the Licensee for the return of the security deposit and the conveying party for same. Licensor shall not be required to hold the security deposit in any special account for the benefit of the Licensee nor to pay any interest thereon. "Licensee": City of Miami 444 SW 2"`' Ave. 10`h Floor Miami FL 33130 Licensee's trade name: City of Miami Licensee's Address in Building: 20 SE 2nd Avenue, Miami, Florida "Term": Twelve (12) months commencing on the Rent Commencement Date specified in Section 1.1; if the Rent Commencement Date is a date other than the first day of a month, the Tenn shall be extended by the period between the Rent. Commencement Date and the first of the next month. ARTICLE 2. Granting Clause. Subject to the terns of this Agreement, Licensor Agreements to Licensee, and Licensee Agreements from Licensor, the Premises, as fully described herein. ARTICLE 3. ACCEPTANCE OF PREMISES 3.1 In accordance with the applicable provisions of the Florida Construction Lien Law and specifically Florida Statutes Section 71.3.10, no work performed by Licensee pursuant to this Agreement, whether in the nature of erection, construction, alteration or repair, shall be deemed to be for the immediate use and benefit of Licensor so that no mechanic's or other lien shall be allowed against the Building or the estate of Licensor created hereunder by reason of any consent given by Licensor to Licensee to improve the Premises. Licensee agrees to advise any contractor, material man or subcontractor performing work on behalf of Licensee of this provision exculpating Licensor from liability for such liens. Licensee shall pay promptly all persons furnishing labor or materials with respect to any work performed by Licensee or its contractor on or about the Premises. In the event any mechanic's or other lien shall at any time be filed against the Premises by reason of work, labor, services, or materials performed or furnished, or alleged to have been perf©nned or furnished, to Licensee or to anyone holding the Premises through or under Licensee, Licensee shall forthwith 2 cause the same to be discharged of record or bonded to the satisfaction of Licensor. If Licensee shall fail to cause such lien forthwith to be so discharged or bonded within thirty (30) days after written notice from Licensor of the filing thereof, then, in addition to any other right or remedy of Licensor, Licensor may bond or discharge the same by paying the amount claimed to be due, and the amount so paid by Licensor including reasonable attoniey's fees incurred by Licensor either defending against such lien or in the procuring the discharge of such lien, together with interest thereon at the Default Rate, shall be due and payable by Licensee to Licensor as Additional Payments. 3.2 Provided Licensee is not at such tine in default of any terms or covenants of this Agreement, and provided Licensee shall repair any damage to the Premises caused by the removal of said trade fixtures and apparatus, all trade fixtures and apparatus (as distinguished from Agreementhold improvements) owned by Licensee and installed in the Premises by Licensee at its expense shall remain the property of Licensee and shall be removable at any time, including upon the expiration of the Term. Upon Licensee's default hereunder, Licensee's trade fixtures, furniture, equipment and other apparatus shall be subject to the provisions of Article 19. ARTICLE 4. Monthly Payment; Monthly Fee; Payment for Repairs 4.1 Monthly Payments shall accrue from the Agreement Commencement Date, and shall be payable where designated by Licensor, without demand, abatement, set-off or deduction, unless otherwise expressly permitted herein. Monthly Payments and all other amounts payable by Licensee pursuant to this Agreement are herein referred to as "Rent." 4.2 The first Monthly Payment shall be due and payable upon execution of this Agreement with subsequent Monthly Payments due and payable, in advance, on or before the first day of each succeeding calendar month during the Tenn; if the Agreement Commencement Date is other than the first day of a month, the initial Monthly Payment after the Commencement Date shall be appropriately prorated. 4.3 If applicable, Licensee shall pay, in addition to the Monthly Payment, during the Term, all sales and/or use tax assessed against the payments stated herein by all governmental authorities, even though the taxing statute or ordinance may purport to impose such sales tax against the Licensor. The payment of sales tax shall be made by Licensee to Licensor on a monthly basis, concurrently with payment of the Monthly Payment. 4.4 Intentionally Deleted ARTICLE 5. Sales Reports and Records DELETED ARTICLE 6. Common Area, Common Area Costs and Trash Removal 6.1 The "Common Area" is the part of the Building designated by Licensor from time to time for the common use of all Licensees, including parking areas, sidewalks, landscaping, curbs, loading areas, lighting facilities, hallways (exclusive of the Additional Space), and restrooms, all of which are subject to Licensor's sole control. Licensor may from time to time: change the dimensions 3 and location of the Common Area. Licensee and its employees, customers, invitees, licensees and. concessionaires shall have a non-exclusive license to use the Common Area in common with Licensor, other Licensees of the Building and other persons permitted by Licensor to use the same. Licensor may promulgate and modify from time to time rules and regulations for the safety, care or cleanliness of the Building, to be uniformly applied to all Licensees, which shall be complied with by. Licensee and its employees and agents. Licensor may temporarily close any part of the Common Area for such reasonable, periods of time as may be necessary to prevent the public from obtaining prescriptive rights or to make repairs or alterations (provided such closure does not unreasonably, materially, or adversely affect Licensee's business) 6.2 Licensee's obligation to pay a portion of Common Area Costs shall be determined by multiplying Common Area Costs by a fraction, the numerator of which is the number of rentable square feet in the Premises,and the denominator of which is the aggregate number of rentable square feet in the Commercial Portion of the Building. Licensee's share of Common Area Costs .for the first. Agreement Year of the Term are estimated to be $2.82 per rentable square foot, for trash removal and chilled water. This amount is due monthly in the amount of $ 141.00 and to be paid in addition to the Monthly Payments. 6.3 Intentionally Deleted. ARTICLE 7. Use and Care of Pre lises. 7.1 The Premises may be used only for the purpose specified in Article 1 and for no other purpose not specifically authorized in writing by Licensor. Licensee shall utilize the trade name specified in Article 1 and no other trade name in conducting business at the Premises. Licensee shall in good faith continuously throughout the Term carry on in the entire Premises the type of business for which the Premises are authorized in this Agreement. 7.2 All property kept, stored or maintained within the Premises by Licensee shall be at Licensee's sole risk. 7.3 Licensee shall not (a) permit any objectionable or unpleasant odors attributable to Licensee to emanate from the Premises, (b) place or permit any radio, television, loudspeaker or amplifier outside the Premises or where the same can be seen or heard from outside the Premises, (c) place an antenna, awning or other projection on the exterior of the Premises, (d) solicit business or distribute leaflets or other advertising material in the Common Area, (e) take any other action which would constitute a nuisance or disturb or endanger other Licensees of the Building or unreasonably interfere with their use of their respective premises, or (f) do anything which injures the reputation of the Building. 7.4 Licensee shall take good care of the .Premises and shall not commit or suffer to be incurred or committed any waste upon the Premises. Licensee shall keep the Premises and sidewalks, service -ways and loading areas adjacent to the Premises neat, clean and :free from dirt, rubbish, insects and pests, and shall store all trash and garbage within the area designated by Licensor for 4 such trash pickup and removal in receptacles of the size, design and color from time to time prescribed by Licensor. Receiving and delivery of goods and merchandise and removal of garbage and trash shall be made only in the manner and areas from time to time reasonably prescribed by Licensor with consideration of Licensee's business needs. 7.5 Licensee shall maintain all windows in a neat, attractive condition, and shall keep all windows and exterior electric signs in front of the Premises lighted from dusk until such time as Licensor may from time to time designate. Window fihn / signage will be allowed where applicable by local government regulations. 7.6 Licensee and Licensor shall, comply with all laws, orders, ordinances and regulations of all county, municipal, state, federal and other applicable governmental authorities, now in force, or which may hereafter be in force, pertaining to Licensee or Licensor in the Licensees use of the Premises, and Licensee shall faithfully observe in the use of the Premises all municipal and county ordinances and state and federal statutes now in force or which may hereafter be in force. ARTICLE 8. Maintenance and Repair of Premises 8.1 Licensee Agreements space in "As is" condition. Licensor shall, at its sole expense, keep the foundation, the exterior walls, and the roof of the Premises itt good repair, ordinary wear and tear excepted unless such repairs are made necessaryby the .negligence or misconduct of Licensee or its licensees, invitees, guests or employees in which case Licensee shall be responsible to makeany such required repairs; Licensor shall not be responsible for maintaining or repairing the Premises, to include store fronts, plate glass windows, doors, door closure devices, hunicane panels, .window and door frames, moldings, locks and hardware, and painting or other treatment of interior walls. As noted above, any repairs required to be made by Licensor that are occasioned by the act or negligence of Licensee, its agents, employees, sub -Licensees, licensees and concessionaires shall be paid fir by Licensee upon written demand by Licensor, to the extent not covered by net insurance proceeds paid to Licensor therefore, and shall 'be deemed to be Additional Payrnent(s). If the Premises need repairs that are :Licensor's responsibility, Licensee shall notify Licensor; Licensor shall not be obligated to make any such repairs until after a reasonable delivery of such. notice. 8.2 Licensee shall furnish, maintain and replace all electric light bulbs, tubes and tube casings in the Premises. 8.3 Licensee shall maintain the 'Premises in good condition and make all needed repairs and replacements, except for repairs and :replacements expressly required to be made by Licensor under this Agreement. At the end of the Tenn Licensee shall surrender the Premises :in good condition, reasonable wear and tear and loss by fire or other casualty not caused by Licensee excepted; surrender all keys for the Premises to Licensor; and inform Licensor of all combinations on locks, safes and vaults in the Premises. 8,4 Licensor shall repair and maintain cooling tower and chilled water loop, the cost of which to maintain, repair and replace shall be included in common area maintenance, and shall enter into a preventive maintenance/service contract with a maintenance contractor. 5 ARTICLE 9. Alterations, 9.1 Licensee shall not make any alterations, additions or improvements to the Premises without the prior written consent of Licensor; Licensee may, however, install non-peiiiianent trade fixtures which do not damage the Premises. All alterations, additions, improvements, carpeting, floor coverings, and fixtures (other than trade fixtures) installed by the Licensee upon the Premises shall remain upon the Premises and become the property of Licensor at the end of the Ten-n, unless Licensor requests their removal, in which event Licensee shall remove the same and restore the Premises to their original condition at Licensee's expense. ARTICLE 10. Licensor's Right of Access. Licensor may enter the Premises at any reasonable time for the purposes of inspecting the same, of making repairs or additions to the Premises or other premises, or showing the Premises to prospective purchasers, lessees or lenders, upon reasonable notice to Licensee. ARTICLE 11. Signs; Store Fronts 11.1 Licensee will not place or permit to be placed or maintained on any exterior door, wall or window of the Premises, any sign, awning or canopy, or advertising matter or other thing of any kind, and will not place or maintain any decoration, letter or advertising matter on the glass of any window or door, nor will any illuminated sign be placed in the window display area of the Premises without first obtaining Licensor's written approval and consent, which may be withheld in its sole and absolute discretion. Licensor will pelinit the use of window film/signage provided that the overall design and application method is approved by Licensor in writing and that window film / signage complies with all local regulations. All signs, decorations and advertising media shall conform to the sign criteria in accordance with applicable Governmental Requirements. Licensor may designate a uniform type of sign for the Building to be installed and paid for by Licensee. Subject to Governmental Requirements and Licensor's approval which shall not be unreasonably withheld, Licensee shall be perrnitted to display its menu outside of the Premises 11.2 Licensee shall, on or before the Commencement Date, install all signs in accordance with Governmental Requirements. At the end of the Term and upon the removal or alteration of a sign, Licensee shall repair, restore, paint, and/or replace the building fascia surface where signs are attached. 11.3 Licensee agrees that such signs, awning, canopy, decoration, lettering, advertising matter or other thing as may be approved shall be maintained in good condition and repair at all times and shall conform to the criteria established from time to time by Licensor for the Building. ARTICLE 12. Utilities. 6 12.1 Licensor shall provide and maintain the facilities necessary to supply water, electricity, gas (if applicable), telephone service and sewerage service to the Premises. Licensee shall be responsible for (a prorated portion ol) the electric bill at 20 S.E. 2nd Ave. 12.2 Licensee shall promptly pay all charges for electricity to as stated in 12.1. Licensee shall pay and be responsible for telephone service. Water and sewerage service will be supplied by the Licensor. 12.3 Licensor shall not be liable for any interruption or failure whatsoever in utility services and Licensee shall comply with all provisions of this Agreement notwithstanding any such failure or interruption, as is reasonable under the circumstances of the interruption. ARTICLE 13. Indemnity, Insurance, and Waiver of Liability. 13.1 Licensor shall indemnify and save Licensee and the City of Miami, its officers, employees, and agents harmless from any and all claims, liability, and causes of action which may arise out of the willful, negligent, or unlawful acts or omissions of Licensor, its board of trustees/directors, employees, agents, or subcontractors, in its operations activities, or obligations under this Agreement, and shall pay all claims and losses of any nature whatsoever in connection therewith, including all costs, judgments, and attorney's fees which may issue thereon; provided, however, that nothing herein shall be construed to require the Licensor to indemnify Licensee or the City of Miami against liability resulting from the willful, negligent, or unlawful acts or omissions of Licensee or the City of Miami. Licensor shall also indemnify and hold Licensee harmless from all such loss, expense, claims or actions arising out of any damage or injury occurring in the Common Area (except to the extent such damage or injury is caused by the negligence or misconduct of Licensee, its employees, agents, partners, officers or contractors). This indemnification shall survive the tern of this agreement, whether by expiration or termination. 13.2 Licensee operates a self -insured program for general liability, automobile liability, and workers' compensation in accordance and subject to the limitations set forth in Section 768.28, Florida Statutes. Licensee shall provide Licensor with a certificate of self-insurance routinely issued by Licensee's Risk Management department as Licensee is a self -insured Florida municipal corporation. 13.3 Notwithstanding anything to the contrary herein, each of Licensor and. Licensee hereby indemnify the other from any and all liability or responsibility to the other or anyone claiming through or under them by way of subrogation or otherwise from any loss or damage to property caused by fire or any other perils insured in policies of insurance covering such property, even if such loss or damage shall have been caused by the fault or negligence of the other party or anyone for whom such party may be responsible, including any other Licensees or occupants of the Building; provided, however, that this Agreement shall be effective only to the extent that it is lawful and does not adversely affect or impair any applicable insurance policies, and then only to the extent of the insurance proceeds payable under such policies. 7 ARTICLE 14. Non -Liability for Certain Damages. Licensor shall not be liable to Licensee or any other person for any loss or damage that may be occasioned by or through the acts or omissions of other- Licensees of the Building or of any other persons or entities whomsoever, unless such act or omission was caused by Licensor, or such act or omission was reasonably foreseen by Licensor. ARTICLE 15. Damage by Casualty 15.1 Licensee shall give immediate written notice to Licensor ofany damage to the Premises by fire or other casualty. 15.2 If the Premises or the Building shall be (a) destroyed or substantially damaged by a casualty not covered by Licensor's insurance; (b) destroyed or rendered unlicenseable to an extent in excess of fifty percent (50%) of the floor area of the Premises by a casualty covered by Licensor's insurance; or (c) damaged to such extent that the remaining Tenn is not sufficient to amortize the cost of reconstruction in Licensor's sole determination then Licensor may elect to either terminate this Agreement or to rebuild and repair the Premises. If the Premises are so damaged or destroyed and Licensor does not elect to terminate this Agreement, Licensor shall proceed with reasonable diligence to rebuild and repair the Premises. Should Licensor elect to terminate this Agreement it shall give written notice of such election to Licensee within ninety (90) days after the occurrence of such casualty. In the event of any damage or destruction to the Premises, Licensee shall, upon notice from Licensor, remove, at Licensee's expense, such portion or all of Licensee's furniture, equipment, trade fixtures and other property from such portion of the Premises as Licensor shall request. If the Premises or the building in which the Premises is located shall be destroyed to the extent of less than fifty (50%) of the floor area and is not fully repaired by Licensor within one hundred eighty (180) days from the date of such casualty, then. Licensee shall have, upon expiration of the one hundred eighty (180) day period, the right to terminate this Agreement upon thirty (30) days advance written notice to Licensor. Notwithstanding the above, if Licensee does not notify Licensor within thirty (30) days after such one hundred eighty (180) day, Licensee's right to terminate as provided in this Section 15.2 shall lapse and be of no further force or effect. 15.3 Licensor's obligation to rebuild and repair under this Article 15 shall be limited to restoring Licensor's Work to substantially the condition in which the same existed prior to the casualty. Promptly after completion of such work by Licensor, Licensee will proceed with reasonable diligence to rebuild, repair and restore its signs, fixtures and equipment and other items of Licensee's Work. 15.4 During any repair of the Premises, Licensee will continue the operation of its business within the Premises to the extent practicable and reasonable. During the period from the occurrence of the casualty until Licensor's repairs are completed, Monthly Payments and all other charges provided for herein shall be abated based on the percentage of rentable square feet of the Premises that are unuseable for Licensee's particular use. 15.5 In the event of termination of this Agreement pursuant to Section 15.2 above, Licensor shall be entitled to receive any and all Licensor's insurance proceeds paid to it on account of the Casualty and Licensee waives any right or claim to it. Licensee shall be entitled to receive any and all insurance proceeds paid to it except that the amount attributable to Licensor's "pro rata portion of Licensee improvements" shall be payable and belong to Licensor. Licensor's "pro rata 8 portion of Licensee improvements" shall mean the amount of Licensee improvements at the Premises paid for by Licensor multiplied by a fraction, the numerator of which shall be the number of months remaining in the Tenn as of the date of the casualty and the denominator of which is 180. ARTICLE 16. Eminent Domain 16.1 If more than twenty percent (20%) of the floor area of the Premises (excluding the Patio) should be taken by eminent domain or by purchase in lieu thereof, this Agreement shall terminate effective on the date physical possession is taken by the condemning authority. 16.2 If less than twenty percent (20%) of the floor area of the Premises (excluding the Patio) should be so taken this Agreement shall not terminate so long as the remaining floor area is reasonably suitable in Licensee's sole judgment for its intended use; however, Monthly Payments and all other charges provided for herein shall be reduced in proportion to the area taken, effective on the date physical possession is taken by the condemning authority. Following such partial taking, Licensor shall make all necessary repairs or alterations within the scope of Licensor's Work necessary to make the Premises an architectural whole. 16.3 All compensation awarded for any taking (or the proceeds of private sale in lieu thereof) of the Premises or Common Area shall be the property of Licensor and Licensee hereby assigns its interest in any such award to Licensor; however, Licensor shall have no interest in any separate award made to Licensee for loss ofbusiness or for the taking of Licensee's fixtures and other property. Licensee shall not be entitled to any award for the value of the unexpired term of this Agreement. ARTICLE 17. Assignment and Subletting. 17.1 Licensee shall not (a) assign, encumber, mortgage, or in any other manner transfer this Agreement or any estate or interest therein; (b) sublet the Premises or any part thereof, or grant any license, concession or other right to occupy any portion of the Premises; (c) permit the transfer of ownership interests in Licensee so as to result in a change in more than twenty percent (20%) of the stock or percentage interest in Licensee or otherwise result in or change in the control of Licensee; or (d) permit any other person to become Licensee by merger, consolidation, or otherwise (each a "Transfer") without the prior written consent of Licensor which may be withheld in its sole and unfettered discretion. Consent by Licensor to one or more Transfers shall not operate as a waiver of Licensor's rights as to any subsequent Transfer. Notwithstanding any Transfer, Licensee and any guarantor of Licensee's obligations under this Agreement shall remain fully and primarily liable under this Agreement. Upon any Transfer made in accordance with the terms hereof, any renewal options, expansion options, rights of first refusal and/or exclusive use provisions shall immediately terminate. 17.2 Licensee shall give Licensor at least sixty (60) days advance written notice of any proposed Transfer, accompanied by a copy of the proposed Transfer documents and a fee equal to the reasonable out-of-pocket expenses incurred by Licensor in reviewing Licensee's request. 9 ARTICLE 18. Property. Taxes. Licensor shall be solely responsible for any and all taxes should such be levied against the property, building or premises, with the exceptionof those Licensee taxes levied against personal property, trade fixtures, furniture and equipment placed in the Premises, which if deemed legally responsible for such shall be Licensee's responsibility. ARTICLE 19. Default and Remedies. 19.1 The following shall be "Events of Default": (a) The failure of Licensee to pay Monthly Payments, Additional Payments or any other amount payable hereunder within ten (10) days after the same is due and payable. (b) The failure to comply with any other term or provision of this Agreement that is not cured within the cure period as described herein. (c) The bankruptcy or insolvency. of Licensee or any guarantor ofthis Agreement (d) The vacating of any portion of the Premises or the removal by Licensee, except in the ordinary course of business, furniture, fixtures or equipment or other property of the Licensee brought thereon. (e) In the event an assignment for the benefit of creditors is made by Licensee or in the event of an execution or other legal process is levied upon the furniture, fixtures, equipment, effects or other property of Licensee brought on the Premises, or upon the interest of Licensee in this Agreement, and the same is not satisfied or dismissed within twenty (20) days from such levy. 19.2 Upon the occurrence of an Event of Default, Licensor may (a) terminate this Agreement and recover damages therefon; (b) perform any of Licensee's obligations under this Agreement, and Licensee shall reimburse Licensor on demand for all costs incurred by Licensor in doing so; and/or (d) alter or change locks and other security devices at the Premises in accordance with applicable law. I 9.3 If Licensor terminates this Agreement under Section 19.2, Licensee shall be liable for all Payments and other amounts payable accrued to the date of termination, plus, as damages, an amountequal to the total rent for the remaining Tcnn. . Following termination of Licensee's right of possession under Section 19.2, if Licensor elects to sublicense the Premises, it shall use the same efforts it then uses to lease any other space, but shall not be required to give any preference to the leasing of the Premises over any other space. 1.9.4 If Licensee should fail to pay any installment of rent or other sum to be paid hereunder within ten (10) days from the date .when. due, Licensee: will pay Licensor on demand a late charge equal to ten percent (10%) of the past due amount, and the amount in question shall bear 1 0 interest at the lesser of the maximum rate permitted by law or the 18% per annul from the date due until paid. A charge of $75.00 assessed on all NSF checks along with a late charge. 19.5 Before Licensee takes any action against Licensor under this Agreement as the result of any claimed default by the Licensor including the payment of rent, or Additional rent, Licensee shall give Licensor thirty (30) days advance notice specifically setting forth the claimed default, and Licensee shall not have the right to declare this Agreement terminated if within thirty (30) days after the effective date of such notice Licensor shall have undertaken to cure and correct the claimed default or defaults and shall thereafter proceed with diligence in the curing and correction of such default or defaults. 19.6 Before Licensor takes any action against Licensee under this Agreement as the result of any claimed default by the Licensee including the payment of rent, or Additional rent, Licensor shall give Licensee thirty (30) days advance notice specifically setting forth the claimed default, and Licensor shall not have the right to declare this Agreement terminated if within thirty (30) days after the effective date of such notice Licensee shall have undertaken to cure and correct the claimed default or defaults and shall thereafter proceed with diligence in the curing and correction of such default or defaults.. ARTICLE 20. Holding Over. In case of holding over by Licensee after expiration or termination of this Agreement, Licensee will pay as liquidated damages during such holdover period the amount of the monthly rent installment for the last month in the term of the Agreement for each month in the holdover period during the entire holdover period and all duties and obligations of Licensee hereunder shall remain in effect. No holding over by Licensee after the term of this Agreement shall operate to extend the term of the Agreement, except that any holding over with the consent of Licensor in writing shall thereafter constitute this Agreement as a month to month tenancy. Licensee shall also be liable for all damages resulting from retention of possession by Licensee. ARTICLE 21. Subordination . Licensee hereby subordinates its rights hereunder to the lien of any mortgage or mortgages, or the lien resulting from any other method of financing or refinancing, now or hereafter in force against the land and building of which the Premises are a part or upon any buildings hereafter placed upon the land of which the Premises are a part, and to all advances made or hereafter to be made upon the security thereof, and to any renewal or extensions thereof. This section shall be self -operative and no further instrument of subordination shall be required by any mortgagee to effectuate such subordination, but Licensee agrees, upon request of Licensor, from time to time, to promptly execute any and all documents required by any mortgagee as evidence of such subordination. ARTICLE 22. . Any notice or communication required by this Agreement must be in writing. Notices and other communications shall be deemed given when delivered by messenger or by facsimile transmission or three (3) business days (to exclude holidays) after being deposited in the United. States Mail, postage prepaid, certified mail, return receipt requested. Notices shall be given at the addresses herein set forth or such other address as Licensor or Licensee may specify in writing. All notices to Licensee may be given at the Premises.. 11 ARTICLE 23. Miscellaneous. 23.1 Nothing herein contained shall be deemed or construed as creating the relationship of principal, agent, employee, or partner, or of joint venture between parties, nor does anything herein confer any interest in Licensor in the conduct of Licensee's business; the parties' sole relationship is that of Licensor and ]Licensee. The captions used herein are for convenience only and do not limit or amplify the provisions hereof. Whenever herein the singular number is used, the same shall include the plural, and words of any gender shall include each other gender. The use of the term "including" herein shall be construed as meaning "including but not limited to". 23.2 One or more waivers of any provision of this Agreement by either party shall not be construed as a waiver of a subsequent breach of the same provision. The consent or approval by either party to or of any act by the other party requiring such consent or approval shall not be deemed to waive or render unnecessary consent to or approval of any subsequent similar act. 23.3 Time is of the essence with respect to all provisions of this Agreement, except that whenever a period of time is herein prescribed for action to be taken (other than with respect to the payment of any sum of money), Licensor or Licensee shall not be liable or responsible for, and therefore shall be excluded from the computation of any such period of time, any delays due to strikes, riots, acts of God, shortages of labor or materials, weather, war, governmental laws, regulations or restrictions or any other causes that are beyond the reasonable control of Licensor or Licensee, as applicable. 23.4 At any time when there is outstanding a mortgage, deed of trust or similar security instrument encumbering Licensor's interest in the Premises, Licensee may not exercise any remedies for default by Licensor hereunder unless and until the holder ("Mortgagee") of the indebtedness secured by such mortgage, deed of trust or similar security instrument shall have received written notice of such default and a reasonable time for curing such default shall thereafter have elapsed. In the event of default by Licensor and upon Licensee's written request, Licensor shall forthwith provide Licensee with the name and address of such Mortgagee so that Licensee may notify the Mortgagee as provided in this Section 23.4. 23.5 Provided Licensee performs all of its obligations, Licensee shall, subject to the terms of this Agreement, at all times during the Term have the peaceable and quiet enjoyment and possession of the Premises. 23,6 This Agreement contains the entire agreement between the parties, and no agreement shall be effective to supplement, change, modify or terminate this Agreement in whole or in part unless such agreement is in writing and duly signed by the party against whom enforcement is sought. 23.7 Licensee warrants that it has had no dealing with any broker or agent in connection with the negotiation or execution of this Agreement other than 12 N/A (the "Broker").Licensor shall be solely responsible for any fee owing to Broker in connection with this Agreement. 23.8 Licensee agrees to furnish from time to time, within fifteen (15) days after written request by Licensor, an estoppel certificate signed by Licensee addressed to such party as Licensor requests, confirming and containing such factual certifications and representations as may be reasonably requested. 23.9 The laws of the State of Florida shall govern this Agreement and any action brought to enforce this Agreement or otherwise arising out of the transactions hereunder shall be brought exclusively in Miami -Dade County, Florida. If any provision of this Agreement is held to be unenforceable, the enforceability of the remaining provisions of this Agreement shall not be affected thereby. 23.10 All rights and liabilities herein given or imposed upon the respective parties hereto shall extend to and bind the several respective heirs, executors, administrators, successors, and permitted assigns of the parties. No rights, however, shall inure to the benefit of any assignee of Licensee unless the assignment to such assignee has been approved by Licensor in writing as provided herein. Nothing contained in this Agreement shall in any manner restrict Licensor's right to assign or encumber this Agreement and, in the event Licensor sells its interest in the Building and the purchaser assumes Licensor's obligations and covenants, Licensor shall thereupon be relieved of all further obligations hereunder. 23.11 Licensor reserves the right at any time to change the name by which the Building is designated. 23.12 The person executing this Agreement on behalf of each party represents and warrants that such execution has been duly authorized by all requisite action and this Agreement is binding upon and enforceable against such party in accordance with its terms. 23.13 This Agreement shall be effective only when it is signed by both the Licensor and Licensee. The Licensee's submission of a signed Agreement for review by the Licensor does not give the Licensee any interest, right, or option in the Premises. 23.14 To the maximum extent permitted by law, Licensee hereby waives the benefit of all warranties, express or implied, with respect to the Premises including, without limitation, any implied warranty that the premises are suitable for any particular purpose. 23.15 in making any yearly calculations required hereunder, Licensor may utilize the convention of a 360 day year. 23.16 Intentionally Deleted 23.17 If either party retains an attorney to enforce this Agreement, each party is responsible for its own respective reasonable attorneysfees and costs, through all appeals. 13 23.18 Licensee agrees that it will, at any time and from time to time, within ten (10) days following receipt of written notice and payment by Licensor, execute, acknowledge ,and deliver to the party who gave such notice, a statement in writing certifying that this Agreement is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect and stating the modifications), and the date to which the Monthly Payments and any other payments due hereunder from Licensee have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best knowledge of the signer of such certificate the other party is in default in performance of any covenant, agreement or condition contained in this Agreement, and if so, specifying each such default of which the maker may have knowledge and if requested, such financial information concerning Licensee and Licensee's business operations (and the Guarantor of the Agreement) as may be reasonably requested by any mortgagee or prospective mortgagee or purchaser. The failure of Licensee to execute, acknowledge and deliver to the Licensor a statement in accordance with the provisions of this paragraph within said ten (10) day period shall constitute an acknowledgment, by the Licensee, which may be relied on by any mortgagee or any person holding or proposing to acquire an interest in the Building or any part thereof or in the Premises or this Agreement from or through the Licensor, that this Agreement is unmodified and in full force and effect and that such rents have been duly and fully paid to and including the respective due dates immediately preceding the date of such notice and shall constitute as to any person entitled as aforesaid to rely upon such statements, waiver of any defaults of Licensor which may exist prior to the date of such notice; provided, however, that nothing contained in the provisions of this paragraph shall constitute a waiver by the Licensor of any default in payment of rent or other charges existing as of the date of such notice, and unless expressly consented to in writing by Licensor, Licensee shall still remain liable for the same. ARTICLE 24. Deleted ARTICLE 25. Hazardous Waste. The term "Hazardous Substances," shall mean pollutants, contaminants, toxic or hazardous wastes, or any other substances, the removal of which is required, or the use of which is restricted, regulated, prohibited or penalized by any "Environmental Law," which term shall mean any federal, state or local law or ordinance relating to pollution or protection of the envirorunent. Licensee agrees that (a) no activity will be conducted on the Premises that will produce any Hazardous Substance, except for such activities that are part of the ordinary course of Licensee's business activities (the "Permitted Activities"), provided said Permitted Activities are conducted in accordance with all Environmental Laws and have been approved in advance in writing by Licensor; (b) the Premises will not be used in any manner for the storage of any Hazardous Substances except for the temporary storage of such materials that are used in the ordinary course of Licensee's business (the "Permitted Materials") provided such Permitted Materials are properly stored in a manner and location meeting all Environmental Laws and approved in advance in writing by Licensor; (c) Licensee, its employees, agents or contractors will not install any underground tanks of any type; (d) Licensee, its employees, agents or contractors will not cause any surface or subsurface conditions to come into existence that constitute, or with the passage of time may constitute, a public or private nuisance; (e) Licensee, its employees, agents or contractors will not cause any Hazardous Substances to be brought onto the Premises, except for the 14 Pennitted Materials, and if so brought thereon, the same shall be immediately removed, with proper disposal, and all required cleanup procedures shall be diligently undertaken pursuant to all Environmental Laws. ARTICLE 26. Licensee shall and may peaceably have and hold the quiet enjoyment of the Premises subject to the teens of this Agreement and provided Licensee pays the Payments herein reserved and performs all the covenants and agreements herein contained. ARTICLE 27. Pursuant to Florida. Statutes Section 404.056(8), Licensorherebymakes, and nsee hereby acknowledges, the following notification: RADON GAS: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. ARTICLE 28. BY EXECUTING THIS AGREEMENT, LICENSEE AND LICENSOR KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THEIR RESPECTIVE RIGHTS OR TILE RIGHTS OF THEIR ASSIGNS AND SUCCESSORS TO A TRIAL BY JURY, IF ANY, IN ANY ACTION, PROCEEDING OR SUIT, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, AND WHETHER ASSERTED BY WAY OF COMPLAINT, ANSWER, CROSS CLAIM, COUNTERCLAIM, AFFIRMATIVE DEFENSES OR OTHERWISE, BASED ON, ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT TO BE EXECUTED IN CONNECTION HEREWITH OR THE RENEWAL, MODIFICATION OR EXTENSION OF ANY OF THE FOREGOING. THIS PROVISION IS A MATERIAL INDUCEMENT FOR LICENSOR'S ENTERING INTO THIS AGREEMENT AND NO WAIVER OR LIMITATION OF LICENSOR'S RIGHTS HEREUNDER SHALL BE EFFECTIVE UNLESS IN WRITING AND MANUALLY SIGNED ON LICENSOR'S BEHALF. Schedule of Exhibits: Exhibit A - Legal Description Exhibit B - Premises Description Exhibit D - Common Area Costs EXECUTED BY LICENSOR, this day of , 2016. Witnesses: Olvnxbnia Center Inc. 15 Name: By: EXECUTED BY LICENSEE, this day of , 2016 Witnesses: 'Name: By: Title: EXHIBIT A LEGAL DESCRIPTION Lot 1, Lot 2 (Less the west 2 inches of the north 65 feet, the south 55 feet of Lot 3 and the north 45 feet of Lots 18, 19, and 20, Block 121 north, Miami North, accordin to the Plat thereof, as recorded in Plat Book B. at page 41 of the Public Records of Dade County, Florida. Only the Olympia Building parcel (not Gusman Center) is offered for redevelopment. EXHIBIT B PREMISES DESCRIPTION To he inserted upon execution EXHIBIT C DELETED EXHIBIT D COMMON AREA COSTS 1. All expenses related to the ownership, operation, maintenance, management (including on -site management), equipping, repair or security of the Building, including salaries, taxes, insurance, and employee benefits; 2. All supplies and materials used in the operation, maintenance or repair of the Building, including any exterior landscaping and holiday decorations; 3. Costs ofutilities for the Common Area of the Building, including the cost of water and power for heating, lighting, air conditioning and ventilating, and operating the fountains; 4. All expenses related to the repair, service, or maintenance of the Building, and the equipment therein, including security service, window cleaning, plumbing and electrical repair, HVAC maintenance and repair (including the water tower and chilled water loop), signage maintenance and repair, pest control, trash collection, elevator maintenance and janitorial service; 5. All taxes, assessments and governmental charges relating to the Common Area of the Building, whether federal, state, county or municipal, and whether they be by taxing districts or authorities presently taxing the Building or by others subsequently created or otherwise, and any other taxes and assessments attributable to the Common Area of the Building excluding any payments for taxes payable pursuant to Section 18; and 6. Amortization of capital expenditures incurred to effect a reduction in the operating expenses of the Building or which relates to a capital item installed pursuant to governmental law, rule or order which was not required at the time the Building was constructed, and reasonable reserves for replacement of capital items, except for items that are Licensor's obligation under Section Notwithstanding anything to the contrary in this Agreement, Common Area Costs shall not include any of the following: 1. Costs attributable to work or improvements which were part of the plans and. specifications for the original construction of the Building. 2. Costs attributable to space to any other Licensee. Costs attributable to vacant space, including but not limited to, the cost of securing replacement Licensees, repairs, renovations, improvements or utility costs. 4. Costs for seeking and securing new Licensees and retaining existing Licensees, including but not limited to, advertising, brokerage fees, architectural, engineering, attorney's fees, renovations and improvements. Costs of enforcing Agreements against other Licensees. 6. Costs incurred due to violations by the Licensor of the tenns or conditions of Agreements or agreements with other Licensees. 7. Any fines or penalties inemed as a result of violations by Licensor of any law or governmental rule or authority, including the cost of the defense of same, provided the rule or law was in effect as of the Commencement Date. 8. Depreciation or amortization, except as permitted in paragraph 6 of this Exhibit D. 9. Rent and other expenses incurred in leasing equipment ordinarily considered to be of a capital nature, except reasonable amounts for removable equipment used to provide maintenance service and trash compactors. 10. Expenditures for new additions, alterations and/or improvements to the existing structure and amenities in the Building. 11. Costs of structural repairs to the Building, including roof repairs. 12. Any costs directly related to the negligence of Licensor, its employees, managers, agents or contractors. 13. Expenditures for land acquisition. 14. Debt service under any mortgages of Licensor and Payments under any ground or underlying Agreement. 15. Costs of purchasing, repairing or replacing items, which, under generally accepted accounting principles, are considered capital expenditures, including but not limited to, roof replacement and parking lot replacement, except as permitted in paragraph 6 of this of Exhibit "Du. 16. Costs which duplicate any other charges under this Agreement. 17. Costs for which Licensor is entitled to reimbursement through agreements with third parties, insurance, warranties or otherwise. 18. Costs in the nature of management fees, legal fees, auditing and/or accounting fees, consulting fees, administrative fees, or administrative overhead(excluding insurance and taxes 19. Costs relating to Hazardous Materials at or under the Building which were present prior to the date on which Licensee took occupancy, unless such materials were not considered hazardous at the time Licensee takes occupancy. EXHIBIT E SIGN CRITERIA This Section Not Used