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HomeMy WebLinkAboutExhibitIN Daniel J. City Mat ("Aom RodoIT6 Chief of CITY OF MIAMI, FLORIDA INTEFi-orriCE MEIVIORANDUIA ME � June 17, 2016 Request for Item RE3 Substitution City Commission 0623-16 r-'WPERENCES : ENCLOSums: 'Phis memo is request for Item RE13 set for City Commission on June 23, 2016, to be substituted. The published item contains sensitive information, The Police Department's Internal Affail' -s Section deals with issues of a highly sensitive nature and utilizes costly equipment. Therefore, I am requesting that information such as addresses be withheld. Please acknowledge your approval of this request. Should you have any questions, 'feel -free to contact me at your convenience. APPROVEDISAPPROVED; CC: Anna Medina, Agenda Office Rl,:akb INDUSTRIAL LEASE AGREEMENT THIS lNr)U$TR,IAI, LEASE AGREEMENT (this 'Lease") dated for references purposes only is made between U PP Indo stHaL,LI_,C_ I Delaworo, limited, Ilabilit'v company ("Landlord"); and City of. �Iaml ("Tenant"), as of -(the 'date of this Lease"), BASIC LEASE INFORMATION PREMISES; Approximately LM rentable square foot commonly known as. depicted on Exhibit A4, PROJECT & PROPERTY: Approximately 2116,700 rentable square foot Commonly referred to as Centor,l , as deploted on Exhibit A-2, The Pr6jeot Is a port of the Property of approximately 8468,896square feet commonly referred to as as depicted and more partioularly described on Exhibit A-2, PERMITTED USE; Tenant shall use the Promises only for the following purpose(s) and for no other purpose whatsoever; Office for adminis r.. tlye use and Warehouse for storgle of flies, o.oveirlt ectul ment and covert. 'CRY Pf Miami Pollee Donartment. Tenant acknowledges that no hazardousmaterials'wl(l 6o handled at in r.`, TERM; A period of 76 months and. 17 clay, 9, Subjaot to Section 1,02, the Term shall commence on _lav 10, 2016 (the "Commoncoment Date"). and, unless terminated early In pocordance with th.ls Lease, end on Septomber 30, 102_2 (the"T4rm,1nation Date"). BASE RENT; Po-'rlod of erm Monthly Base Rent 0511612016 — 04130/2017 $2,2,13,20 0610112017 — 04/3012010 06/0112018 — 04/30/2010 __$2,279,60 $2,34_7.98 06101/2010'— 04130/2020 2,418,42 06/011200 - 04/3012021 mm $2,490,90 00/0112021 — 04/30120" 0/0112022 — 09/3012022 ESTIMATED INITIAL MONTHLY OPRATING EXPENSES: $646.80 per morith, subject to Exhibit D. SALES AND USE TAX; Tenant is Tax.Oxenar).t. SECURITY DEPOSIT., " TIENANT'S PROPORTIONATE SHARE OF PR04ECT; 1.22% OF PROPERTY., A.0.80o PARKING DENSITY: I unreserved space per 1,000 square foot of the Promises, which spaces shall be in common with Cthor tonants.of the Pro)oGt, LANDLORD'S BROKER: _NQNN TENANT'S BROKER: NAI Miami TENANT'S $110 CODE: %100 ADDRESSES FOR To: Tenant To; Landlord NOTICES: P'S Bus0po'gg Parks, Inc, 8216 NW 14 Street mal, I rL 33.126 Wredtor. Department of Roof Estate and Asset' Manaaomont TENANT'S BILLING ADDRESS [If different from Notice Address); Same as abovo, LANDLORD'S REMITTANCE ADDRESS: Samews_gbovq This, Wage consists of the foregoing Basic Leaso Information, the following Lease provision,', consisting of SeoftnR I through 28 anti rzxhlblf� A-1, A-2, 0, C, [) and N, all of which Piro Incorporated hereln by thh3 reference, Defined terms used In this Lease and Included In the Basic Lease Information shall have the moaninos given them in the Basic Lease Information, Lease of Promises; Complianoo with Laws; Surrender, 1.01 Landlord leases to Tenant, and Tenant leases from Landlord, the Prorniset , upon the terms of this Lease, The Promises are leased "AS IS" except only for the lmprovernents, If any, which are to be constructed by Landlord pursuant to Exhibit 13, Tenant acknowledges that neither Landlord nor' any agent of Landlord has made any representation or warranty regarding the Premises, by taking possession of the Promises, Tenant agrees that the Promises: are In good order and saflsfactory condition. The squaro footages set forth in this Lease are approximate and agreed, For purposes of this Loase, the term "Property" means the Building (as defined above in .the Basic Lease Information), the'Project (as defined above In the l3oslo Lease Information), and the paroel(s) of land on which they are [coated and, at Landlord's discretion, the parking facilities and other Improvements, if any, serving. the Building, Project .and/or the parcel(s) of land on which they are located, If the Noject is part of ;s larger complex of structures, the term "Property" may Include the entire complex, where appropriate in Landlord's reasonablo discretion. 1.02 If for any reason Landlord cannot deliver possession of the Premises on the (,ommonoement bate, Landlord will not be subject to any liability nor will the validity of this Leasebe affooted in any manner, pether, the actual Commencement pate shalt be delayed until delivery of possession; provided, in the event delivery of pcssesslon is delayed by any act, omission ar request of'Tornant or any Tenant Entity, then the Promises shall be deemed to have been delivered (and the actual t ommenoement bate shall occur) on the earlier of the actual date of delivery or the date delivery would have occurred .absent the slumber of days of sudh delay attrlbutabte to Tenant and the Term (as definod above in the Basic Lease information) shall than be for such number of full delendar months (plus any partialfirst.month). Upon request made by Landlord follow ng.the Commencerriont pate, Tenant shall execute and deliver a commenoement lotter setting forth the actual Cominenoerneht pate, the date Lipari which the Terris shall oxpke, and such other matters regarding the commencement of this Lease as Landlord shall request, Tenant's failure to oxeoute and return the oommencoment letter, or to provldo written objection to the statements contained In the commencement letter, within 10 days 'after the date of the commencernoM Totter shall be deemed an approval by Tenant of the statements contained therein. 1;03 If Landlord cleats to permit Tenant to enter upon the Premises prior to the Commencement pate for the solo purpose, of installing furniture, equipment or other personal property or any other purpose perrnittod by Landlord other than for the conduct of Its business, such early entry shall be M Tonant's sola risk and shall be subject to all the terms and provisions of this Lease-, except that Tenant small not be required to pay Base Rentor Tonant's Proportionate Share of Operating Expenses for any days of possession before the Oommenoomont Date during which Tenant, with the approval of Landlord, is In possession of the Promises: for tho solo purpose of performing Improvements or Installing furniture, equipment or other personal property. If Tenant takes possession of the Promises before the Commonaoment Date for any other purpose, such possession shall be subject to the terms and conditions of this Lease, including without Ilmitotlon, Tenant's obligation to pay rent hereunder, and the date Tenant takes possession of the Promises shall be deemed to be the Commencement Date, 1104 Tenant, at Its solo expense, agrees to comply With all fodQral, state and local laws, bodes, ordlnances, statutes, rules, rogulatlons and other legal requirements (including covenants and restrictions) applicable to the Premises (colleotivoly, "taws"). Tenant agrees to cause the Premises to comply wlth all Laws, Including by making any changes to the Premises necessitated by any Tenant activity, including but not limited to changes required by (a) any Tenant Improvements or Tenant Alterations '(as defined below), or (b). any use of the Premises or Property by Tenant or any Tenant Entity, If any activity of Tenant or any Tenant Entity neeoesitates changes to the Project other than the Promises, then Landlord shall elect that Landlord accomplish the same at Tenant's expense or that Tenant aocomollsh the same at its own expense, In the event that as a result of Tenant's use, or intended use, of the Promises, the Amorloans with Disabilities Aot or any other Law requires modifications or the construction or Installation of improvements in or to the Promises, Building, Project and/or common areas of the Property (as the some are Idontlfied from time to time by Landlord for common use) (the "Common Areas"), the parties agree that such modifloadons, constructlon or Improvements shall be made at'T'onant's expense, Landlord or such other person(s) as Landlord may appoint shall have the exclusive control and management of the Common Areas, Landlord shall havo the right, in Landlord's sole discretion, from time to time, (i) to make changes to the Common Areas, including; without limitation, changes In the loaallon, size, shape and number of the lobbles, windows, stairways, air shafts, elevators, escalators, restrooms, driveways, entrances, parking spaces, parking areas, loading and unloading Aroas, ingress, egress, direotlon of traffic, landscaped areas, walkways and utility raceways, (li) to close temporarily' any of the Common Areas for maintenance purposes so long as reasonable aoc'ess to the Promises remains available,. (IiI) to designate other land outside the boundaries of the Property to be a part of the Common Area, (Iv) to add .additional buildings and improvements to the Common Areas, and (v) and to do and perform such other acts 'and make such other changes In, to or with respect to the Common Areas and Property as Landlord may, In the exercise of sound business judgment, doom to be appropriate. 1.0 Upon expiration or terminat[on of this Lease, Tenant agrees to remove all of Tenant's personal property from the Premfsos and return the Premises to Landlord in the same condition as received by Tenant (excepting normal wear and tear) with all removal, repair, and restoration duties of Tenant, Including without limitation pursuant to Section 9,04, being fully performed to Landlord's reasonable satIAotIon. Notwithstanding any other provision of thls Lease to the contrary, Tenant shall remove at its expense in compliance with the National Electric Code or other applicable Law, at or prior to the expiration or termination of this .Lease; all wiring and cabling installed at or about tho Promises which shall have been installed by or on behalf of Tenant. Such wiring and cabling shall Include but not be limited to (a) wiring and oebling above the ceiling panels, behind or within walls, andunder or within floors, And (b) wiring and cabling for voloe, data, security or other purposes, if Tenant abandons, vacates, or surrrendors the Promisos, or is dispossessed by process of Law, or otherwise, any personal property belonging to Tenant left In or about the Premises will, at the option of Landlord, be deemed abandoned and may be disposed of by Landlord at the dxponse and risk of Tenant. 1,00 Landlord has no duty to provide seaurity for any portion of the Proporty, To the extent t.ondlord eioc18 to provide any security, Landlord Is not warranting the effectiveness of any security personnel, services, procedures or equipment and Tenant shall not rely on any such personnel, services, 'procedures or equipment. Landlord shall not be Ilablo for failure of any such security personnel, seiviees, procedures or equipment to prevent or control, or to apprehend anyone suspected of, personal Injury or property damage in, on or around the Properly, •t 2, Base Rent, on or before the first day of each calendar month of the Term, Tenant will pay to Landlord the Baso Rent for such month. Base Rent and Additional Rent (defined below) for any first partial month and for the first full calendar month of the Term, together with the Security Deposit, are due and payable upon execution of this Loasa.. Monthly rent for any partial calendar month will be prorated, All sums and other charges payable by Tenant to Landlord herounder shall be doomed rent, Base Dent and all other amounts required to be paid by Tenant hereunder shall be paid without deduction or offset and without prior notice or demand, All such amounts shall be pald in lawful money of the United States of America and shall be paid to Landlord at the address stated hereln or to such other persons or to such other places as Landlord may designate In writing from time to time. Amounts payabio hereunder shall be deemed paid when actually received by Landlord',. 3. Additional Rent, Unless otherwise specifically stated In this Lease, any charge payable by Tenant under tills Loose other than Base Rent Is called "Additional Rent," The term "rent" whenever used In this Lease means Base Rent, Additional Rent and/or any other charge, foe or rnonles payable by Tenant under the terms of this Lease, Tenant shall pay Toriant's Proportionate Sharo of Operating Expenses In accordance with Exhibit D of this Lease. A. Late Charges. If any surn payable by Tenant to Landlord is not received by Landlord on the date due, Tonant shall paya late charge equal to $50,00, A $50,00 handling fee will be paid to Landlord by Tenant for each bank returned chock, In the event of a Default.,. Tenant, at Landlord's election, shall make all future payments to Landlord by wire or olectronio transfor, by cashler's chock or by an automatic payment from Tenant's bank account to Landlord's account, in each case without cost to Landlord, The a000ptanoe of late charges and returned chock charges by Landlord will not constitute a waiver of any Tenant default nor any other rights or remedies of Landlord, 61 Spcurify Deposlt. Upon Tenant's execution of this Lease, Tonant will deposit with Landlord the Security Doposft (as defined abovo in the Basic Lease Information) In the amount specified in the Wslo •Lease Information as security for Tenant's full and faithful performance of every provision under .this Leasco, Landlord will not be required to keep the Security Deposit separate'from its general funds, Without Ilmiting or impalring any right Landlord may have or hereafter acquire under this Lease or applicable Law with respect to the Security Deposit, Tenant hereby grants to Landlord a security Interest In the Security Deposit,. The Security Deposit Is not an advance rant payment or a maasuro of damages under this Lease, If "Tonant fails to pay any rent thea herein, or otherwise is In default of any provision of this Lease, Landlord may, without waiver of the default or of any othsr right or remedy, use, apply or retain all or any portion of the Seourity Deposit for the payment of any amount duo Landlord or to compensate Landlord for any loss or damage suffered by Tenant's default. Within 5 days after written notification by Landlord, Tenant will restore the Securlty Deposit to the. full amount required under this Lease. No part of the Security Deposit shall be considered to be held in trust, to bear Interest (except when required by Law) or to be prepayment for any monies to Landlord by Tenant under this Loose, Landlord shall return any unapplied' portion of the Security Deposit to Tenant within 46 days after the later to occur of: (a) determination of the final rent due from Tenant; or (b)' the later to occur of the Termination Date or the date Tenant surrenders the premises to Landlord lh compliance with this Loose, Landlord may assign the SGourity Deposit to a successor or transferee and, following tho assignment, Landlord shall have no further 11 iblllty for the return of the Security Deposit, Use of Promises, 6.01 The Promises will be used and ocoupied only for the Permitted Use, 'Portant will, at its sole expense, comply with all conditions and eover'iants of tills Lease, and all Laws. Tenant will riot use or permit .the use of the Premises, the Property or any part thereof, In a manner that Is unlawful or In violation of any Law, conflicts with or is prohibited by the terns and conditions of this Lease or the Rules and Regulations (as defined In Section 28.08 below), diminishes the oppoarance or aesthetic quality of any part of the Property; creates waste or a nuisance, or causes damage to the Property, Tenant shall not permit any ob)eGtlonable or unpleasant odors, smoke, dust, gas, nolso or vibrations to emanate from the Promises nor take or permit anyothef action In the Premises that would endanger, annoy, or Interfere with the operations of, Landlord or any other tenant of the Property. Tenant shall obtain, at its sole expense, any permit or other govornment'af authorization required for-Tonant to legally operate its business from. the Promises. Any animals, excepting guide dogs, on or about the Property or dry part thereof are expressly prohibited, 6.02 In the event of any excessive trash In or outside the Premises, as determined by Landlord in Its sole discretion, Landlord will Have the right to remove such excess trash, charge all costs and expenses attributable to Its removal to Tenant and Impose fines in the event Tenant falls to remedy the situation, Tenant will not cause, maintain or permit arty outside storage on or about'the Property, in the event of any unauthorized outside storage. by Tenant or any Tenant Entity,. Landlord will have .the right, without notice, in addition to such other rights and remodies it may have, to remove: any such storage at Tenant's expense,. 7, Parking. All parking will comply with the terms and conditions of this Lease and applicable Rules and Regulations (as defined in Exhibit C hereto), Tenant will have a nonexclusive privilege on a "first -corns, first-served" basis to use Tenant's Proportionate Share of those parking spaces designated by Landlord for public parklrig, The parking privileges granted to Tenant are personal to Tenant; Tenant -shall not assign or sublet parking privileges, Utilities and Services. 8.01 Tenant agrees to make all arrangements for, and to pay directly all costs of, utility services supplied to the Premises, Including but not limited to, water, gas, hoot, light, power, telephone; and sewor', In the event it is not possible for Tenant to obtain separate utility and/or other servl00% or If Landlord, In its sole discretion, elects to provide any such utility and/or other services to Tonant, such utility and/or other services may, at Landlord's discretion, be obtained in Landlord's name, and Tenant will pay Landlord, as Additional Rent, the cost of anyutility services proVided by Landlord Other: (a') throur�h haciusidn in Operkting'Vxpconsep (excppt for excess usage, which will bo pold as a sopFarate charge by Tenant to Landlord); (b). by a separate charge payable by Tenant to Landlord; or (o) by a separate charge billed by the npplioable utility company and payable directly by Tenant Landlord reserves the right to separately motor any such service at Tenant's expense at any time during the Term, 8.02 Landlord will not be liable or deemed In default, nor will there be any abatement of rent, breach of any covenant of quiet enjoyment, partial or constructivo eviction or right to terminate this .Loaso, for (a) any Interruption or reduction of utilities, utility ser�tloos or telecommunication services, (b) any telecommunications or other company (whether selected by Landlord or Tenant) failing to provide such utl1ltles or services or providing the some defectively, and/or (o) any utility Interruption In the nature of blackouts, brownouts,. rolling InterNiptlons, hurricanes, tropical storms or other natural disasters, Tenant agrees to comply with any energy conservation programs required by Law or Implemented by Landlord, Landlord reserves the right, in its sole discretion, to doslgnate, at any time, the utility and service providers for Tenant's use within the Property; no such designation shall Impose liability upon Landlord. Tenant has satisfied itself as to the adequacy of any Landlord 'owned utility equipment and the quantity of telephone lines and other service connections to the "Building's Point of Demarcation" available for Tonant's use. M3 In the avant that Landlord elects, and Tenant agrees, to maintain a preventive mainten.anco/service contract with respect to any heating and air conditioning systems and equipment servlrlg the Premises, and Tenant shall pray to Landlord as Additional (tent, the cost of such contract and any service either as a separate ohargo pa§Ablo by Tenant to Landlord or through Inclusion in operating Expenses. Notwithstanding the foregoing,. at Landlord's request at any time during the Term, 'Tenant shall, at Its own cost and expense, enter Into a ro(A)Nrly scheduled preventive maintenance/service contract with a maintenance contractor approved by Landlord for servicing all heatfngland air conditioning systems and equipment serving the Promises (and a copy thereof shall be furnished to LandlorQ or use Tenant's staff trained in HVAC maintenance with the necessary oertifioatlons. The service contract must Intfifoctivo Iude all services suggested by the equipment manufacturer In the operation/malriterianoe manual of arid. must become within 30 days "the date Landlord requires Tenant to obtain and malntaln such service contract, Should Tenant {o do so, Landlord may, upon notice to Tenant, enter Into such service contract on behalf of Tenant or perform the woand in either case, charge. Tenant the cost thereof along with a reasonable amount for Landlord's overhead, Tenant Improvements, Tenant Alterations; Mechanic's 4icns, 9.0.1 Any improvements to be constructed in the Premises by Tenant prior to Tenant Initially com r onoing :use of the Promises are referred to throughout this Lease as "Tenant Improvements," All Tenant Improvements will be performed in oocordanoo with the terms and conditions outlined in )exhibit g and also In accordance with the prl vlslons set forth In this Lease, Including this Article.9 regarding Tenant Alterations, I 0;02 The following provisions apply to "Tenant Alterations" which means and Includes (a) any aMratlohs; additions or Improvements to the Premises undertaken by or on behalf of Tenant, (b) any utility Installation.'s at the Promises undertaken by Tenant, and (o) any repair, rostoratlon, replacement, or maintenance work at the P6mises undertaken by or on behalf of Tenant, Tenant shall not oommence any Tenant Alteration without first obtaining 'he prior written consent of Landlord. in each instance, Tenant shall submit Quoh information regarding the Intended Tenant Alteration as. Landlord may reasonably require, and no request for consent shall be deemed complete ur til such. Information' Is so delivered, The follbwing provisions apply to all Tenant Alterations; (1) Tenant shall hire a licensed general contractor approved by Landlord who, in turn, shall hire only licensed subcontractors; (11) Tenant shall o loin all required permits and deliver a copy of the same to Landlord. Tenant shall Install all Tenant Alterations In strict ce rpllanoe with all Laws, permits, any plans approved by Landlord, and all conditions to Landlord's approval; (Ill) Unless he elects otherwise, Tenant shall remove each Tenant Alteration at the end of this Lease or Tenant's right of possession and restore the Prernises to Its prior condition, all at Tenant's solor expense; and (lv) Tenant shall deliver to Landloro, within ten (10) days following installation of:a.ach Tenant Alteration, (A) accurate, reproducible as -built pians, (B) proo of final Inspection and approval by all governmental authorities, (G) complete lien waivers acceptable to Landlord for all boats of the Tenant Alteration, and (D) a copy of a recorded notice .of completion. Landlord's approval of any ITenant Improvements and Tenant Alterations and/or Landlord's approval or designation of any general contractor, subco tractor, supplier or other project participant will not create any liability whatsoever on the part of Landlord, I. i 9,03 Tenant shall pay when due all costs for work performed and materials supplied to the Pr, rnlses, Tenant shall /seep Landlord, the Promises, the Building and Project free from all liens, stop notices and violationnotices relating to the Alterations or any work performed for, matorials furnished to or obligations Incurred by or for Projoc� of and from any and all loss, cost, damage, liability and expense,. including attornoy's fees, arising out of or related to ahy such liens or notices, further, Tenant shall give Landlord not less than seven (7) business days prior written notloi before comrnencing any Alterations Tri or about the Premisos to permit Landlord .to post and record appropriate notloos�of non- responsibllity, At Landlord's election, Tenant, at its own cost and expense., shall procure and deliver to Landlord not lass than seven (7) business days prior to commencement of any Alterations, o payment bond In compliance with Florida Statues 5eotlon 713,28, In dual. obllgee -form adding Undlord as an obligee, If avaifablo, which bond shall be In f rmand content reasonably satisfactory to Landlord, During the progress of such work, Tenant shall,. upon Landlord's equedt, furnish Landlord with sworn contractor's statements and [loll waivers covering all work theretofore performed. Tenant shall satisfy or otherwise discharge all lions, stop notices or other claims or encumbrance within ton .(10) days after Landlord notifies Tenant In writing that any such lion, step notice, clalm or encumbrances has been filed. If Tenant fails to pay and. remove such [Ion, claim or encumbrance within such ton (10) days, Landlord, at its election, may pay and satisfy the same and in such event the sums so paid by Landlord, with Interest from the date of payment at the rate sotlforth In this Article 9 for amounts owed Landlord by Tenant shall be deemed to be. additional rent due and payable by Tenant at once without notice or demand. 9-,04 All 'Tenant Improvements and Tonant Alterations are part of the realty and belong to Landlord, Tenant shall be solely responsible for all taxes applicable to any Tenant Alterations, to Insure all Tenant Alterations and to restore the same following any casualty. 10, Repairs. 10,01 Subject to Section 10,02 below, Tenant shall, at all limes and at Its sole cost and expense, keep all parts of the Promises (including without Ilmitation the Tenant Improvernonts and Tenant Alterations, windows, glass and plate glass, doors .(Including, without limitation, overhead and rolt up doors), atorior stairs, skylights, any special office. entries, .Interior walls and finish work, floors and floor'ooverings); interior and exterior, and all equipment and facilities within or serving the Promises, In good order, condition and repair regardless of whether the portion of the Promises requiring repairs, or the means of repairing sante, are reasonably or readily acoeesiblo, and regardless of whether the :f need for such repairs or maintenance occurs as a result of Tenant's use, any prior use, vandalism, acts of third parties, Force Majeure (as defined in Article 24 below) or the age of the Promises, reasonable wear and tear excepted, The standard. for comparison of condition will be the condition of the Premises as of the original date of Landlord's delivery of the Promises and failure to meet such standard shall create the need to repair, If Tenant does not perform required maintenanceor repalrs, Landlord shall have the right, without waiver of Default or of any other right or remody, to perform such obligations of Tenant on Tenants behalf, and Tenant will rolmburse Landlord for any costs Incurred, together will) an administrative fee In an amount equal to 10% of the cot of the repairs, immediately upon demand, 10102 In the event the Premises constitute a portion of a multiple occupancy Build'Ing or otherwise at i..andlord's election, Landlord shall perform the .rdpair and maintenance of the roof, exterlor walls, exterior areas and common sewage line plumbing whloh are otherwise Tenant's obligation under Section 10,01 abovo, and any other maintenance and repair of exterior, structural, and/or common elements which Landlord shall elect, and Tenant shall, In lieu of the obligations set forth under Section 10,01 above with respect to ;ouch Items, be liable for Its Proportionate Share of the expenses so Incurred by Landlord; provided, Tenant shall rolmburso Landlord for 1009/0 of any such expense incurred by Landlord due to the apt or ornlssion of Tenant or any Tenant Entity, Tenant expressly waives thebenefit of any statute or other legal right now or hereafter In effeot which would otherwise afford Tonant the right to make ropalhs-at Landlord's expense; whether by deduction of rent or otherwise, or to terminate thls Loase because of Landlord's failure to keep the Property, or any part thereof In good order, condition and repair, 11, Insurance, 11,01 Tenant operates a self insured program for general liability, auto liability, and workers' compensation In accordance and subject to the limitations as set forth In Section 7%,28 of the Florida `statutes. 11,02 11.03 11.04 WheneverTenant shall undertake any alterations, .addltlons or Improvements in, to or about the Promises, including, without limitation, any Tenant Improvements and/or 'Tenant Alterations ("Work"), a certificate .of Insurance shall be provided from the general contractor affording coverage for bodily Injuries or property damage arising In connection with such Work, wlthout.Iimitation including liability under any applicable structural work act, and such other Insurance as Landlord shall require; and the policies of or cordfieatss evidencing such insurance must be delivered to Landlord prior to the commencement of any such Work, d 21�Fatv�of-t*lalr�st-lndemnl6loafitan;tenant-waWe�ail-claims-ac,�alnst handl'erd,aria-t#�cndlor�l-l�k�ted-l�rtlea 13, Hazardous Materials, 1$,01 "Hazardasis Materials" will mean any substance commonly referred to, or defined in any Law, as a hazardous material or hazardous substance (or other similar term), Including but not be limited to, chemicals, solvents; petroleum products, flammable materials, explosives, asbestos; urea formaldehyde, PCB's, chlorofluorocarbons, freon or radioactive materials. Tenant will not cause or permit any Hazardous Materials to be brought upon, kept; stored, discharged, released or used In, under or about any portion of the Property by Tonant, or its agents without the prior written Gonsont of Landlord, which consent may be withhold or eonditloned In Landlord's solo discretion; provided, Tenant may bring Into the Promises small amounts of Hazardous Materlals (such as oloaning products and copy toner) which are readlly available to Tenant by unregulated retail purchase if the same are necessary in Tenant's normal business operations, If Tenant or any Tenant Entity brings any Hazardous Materials to the Premises or Property, with or without the prior written eonsent'of Landlord (without waiver of the requirement of prior written consent),. and in executing this Lease Tenant aoknowledgos and agrees that by Its director Indirect Involvement in the Introduction of any Hazardous Materials to the Promises or Property, with or without the consent of the Landlord, that Tenant accepts full and complete responsibility for such Hazardous Materials and: henceforth ori -will be considered the Responsible Party as defined by any appllcablo governmental authority and/or Law, Further, Tenant shall; (a) use such Hazardous Materlal only as Is reasonably necessary to Tonant's business, In srnall, properly labeled quantities{ (b) handlo, use, keep, store, and dispose of suoh Hazardous Material using the highest accepted Industry standards and In compilanoo with all dppiloable Laws; (o) maintoln at all times with Landlord a copy of the most current MSIaS shoot for each such hlazardous Material; and (d) comply with such other rules and requirements Landlord may from time to time impose, or with any definition of Hazardous Waste or Law as if may be Implemented or modified during or after the term of this Lease. Upori expiration or earlier termination of this Lease, Tenant will, at Tonant's. solo cost and expense, cause all Hazardous Matorlals brought to the Promises or the Property by Tenant or any Tenant Entlty, to be removed from the Property In compliance with any and all applicable Laws. 1$.02 If Tenant or any Tenant Entity violates the provisions of this Article 13, or perform any act or ornission which contaminates or expands the scope of contamination of the Premises, the Property, or any part thereof, the underlying groundwater, or any property adjacent to the Proporty; or violates or allegedly violates any applicable Law, then Tenant will promptly, at Tenant's oxpenso, take all investigatory and/or remedial action (collectively called 'Romediation"), as directed or required by any governmental authority that is necessary to fully clean up, remove and dispose of such Hazardous Materials and any oorntarnlriation so caused and shall do so In compliance with any applicable Laws. Tenant will also repair any damage to the Promises and any other affected portion(a) of the Property caused by such oontamination and Remediatlon. 4 13,03 `tenant shall Immediately provide to Landlord written notice of any Investigation or claim arising out of the use by Tenant or any Tonant Entity or Hazardous Materials at the Property or the violation of any provision of this Article 13, or alleged violation of any Law and shall keep Landlord fully advised regarding the same. Tenant shall provide to Landlord all reports regarding the use of Hazardous Materials by Tenant or any Tenant Entityy at the Property and anyy Incidents regarding the same, regardless of whether any such documentation Is considered by `('enant to be. cohfldentlal. Landlord retains the right to participate in any Remedlotlon and/or legal actions affecting the Property involving hiazordous Materials arising from Tenants actual or alleged violation of any provision of this Article 13 or Law. �rOA�Ter�antanr{11-1ndom+�Cfy-pr�teet�lefend-and-former-hold-L-andlerd; its-{ender-s-and-ground-lessor-if�any; the �irisfag-out-of any-f�il�rro-pf=l=spent-or-�f-anon#-�#dty-t�-ak�aoi�e•arry aovpn�nts-�f-this=Art{oIFr-1-3,—yi{{-proviston�-of this Ar�IGI« 13-cP�a{I-sure{vc�tho-expir�t{on-a�thlsL-case-andany-#arnainatlen-o#-#h{s-L-ear,e-er o�Tana�rt'sriglaCef-posses�lorr: 1C Landlord's Access. Landlord, Its agents, contractors, consultants and employees, will have the right to enter the Premises at anytime In the case of on emergency, and otherwise at reasonable times to examine the Premkdes, perform work in the Promises, Inspect any Tenant Alterations and/or any Tenant Improvements, show the Premises, exercise any Night or remedy, .or for any other purpose. Acobss by Landlord will not give Tenant the fight to fermloate this Lease, Arid will be without abatement of rent or liability on the part of Landlord or any Landlord Related Parties. 16, Damage or Destruction, 16,01 If the Premises is damaged or destroyed by fire or anter casualty, Tenant Will Immediately give written notice to Landlord of the casualty. Landlord will have the rlg4t to terminate 'this Lease following a casualty If any of the following ooeur; (a) Insurance proceeds actually paid to Landlord and available for use are not sufficient to pay the full cost to fully repair the damage; (b) Landlord determines that the Promisesor the Building cannot be fully repaired within 180 days from the date restoration commences; (c) the Premises are damaged or destroyed within the last 12 months of the'rerm; (d) Tenant Is In default of this Lease at the time of. tho casualty; (o) Landlord would be requlrod under this Lease to abate or reduce Tonant's rent for a period In excess of 6 months. If the repairs were undertaken; or (f) the Property, or the Building In which the Premises Is located, Is damaged such that the cost of repair of the same would exceed I Q% of the replacement cost of the same If this Lease is not tOrminoted pursuant to 30.0,00n 16,01, Landlord will repair the Promises and this Lease shall Continue. The repair obligation of Landlord shall be limited to repair of the Promises excluding any Tenant improvements, Tenant. Alterations, and any personal property and trade fixtures of Tenant, Outing the period of repair, rout Will be abated or reduced in proportion to the degree to which Tenant's use of the Promises Is impaired, as determined by Landlord, not to exceed the total amount of rent loss Insurance proceeds, directly attributable to Tenant's Prom lees, landlord has received, However, rent will not be abated if Tenant or any of Its agents Is the cause of tho oasualty, 16, Assignment and Subletting, 16,01 Tenant will not, voluntarily or by operation of law, assign, sell, convoy, sublet or otherwise transfer all or any part of Tenant's right or interest in this Lease, or allow any other person or entity to ocoupy or use all or any part of the Premises (collectively called "Transfor") without first obtpining the Written consont of Landlord, whloh consort shall not be unreasonably withheld. Any Transfer without the prior written consent of Landlord shall be Vold, Without Iimltlng the generollty.of thedefinitionof, "Transfor," It is agreed that cock of Cho following shall be deemed a "Tronsfor" for purposes of this .Article 10; (a) .an entity other than Tenant becoming tho tenant hereunder by merger, consolidation; or other roorgenization; and (b) a transfor of any ownership Interest to Tenant (unless Tenant is an entity whose stock Is publicly traded). Tenant shall provide to Landlord all Information requested by Landlord concerning a Transfer, in no event shall Tenant mortgage, encumber, pledge or assign for security purposes all or any part of its Interest in this Lease, Regardless of whether consent by Landlord is granted In connection with any Transfer, no Transfer shall release Tenant from any obligation or liability hereunder; Tenant shall remain primarily liable to pay all rent and other sums due hereunder to landlord and to perrorm all other obligations hereunder. 8Imilarly, no Transfer, with or without the consent of Landlord, shall release any ,guarantor from Its obligations under Its guaranty. Upon any assignment or sublease, any rights, options or opportunities granted to Tenant hereunder to extend or renew the Term, to. shorten the Tony, or to lease additional space shall be null and void. 1`02 In the event Landlord consents to a Transfer, the Transfor will not be effective until Landlord receives a fully executed agreement regarding the 'transfer, In a form and of substance acceptable to Landlord, any documents or Information required by such agreement (Including any estoppel certificate and any subordination agreomont required by any I.endor of Landlord), an amount equal to all attorneys' foes incurred by Landlord (regardless of whether such consent Is granted and regardless of whether the Transfer is consummated) and other expenses of Landlord Incurred in. connection .with the Transfer, and a Transferfeo In an amount of $;260.00, 15.03 Upon the occurrence of a Default, If the Promises or any portion thereof are sublet, Landlord may, at Its option and in addition and without prejudice to any other remedies heroin provided or provided by Law, collect directly from the sublessees) all rentals becoming due Tenant and apply such rentals against other sums due horeunder to Landlord. 1T. Default, Time is. of the assonce in the perrormalice of all covenants of Tenant. A "Default" is defined as a failure by the Tenant to comply with or porr'orm any of the Corms, covenants, condltlons or Rules and Regulations under this Lease, after rooQ{ving 30 days written notice to ours and said default is not cured wlthln that time period, including, without limitation, the following; 17.01 Tenant falls 'to make, as and when due, any payment of base Rent, Additional Rent, or any other monetary payment required to be made by Tenant herein. S 17.02 Landlord dlseoVers that any representation or warranty made by Tenant or any guarantor was materially talso when made or that any financial statement of Tenant or -of any.guarantor of this Lease .given to Landlord was materially false, 17.03 Tenant makes any general arrangement or assignment for the benefit of creditors,, becomes a "dobtor" In a bankruptcy proceeding, is unable to pay its debts or obligations as they occur, or has an rtttpchment, execution or other seizure of substantially all of Its assets located at the Property or Its Interest in this Lease, or any guarantor becomes insolvent, becomes a "debtor" in a bankruptcy proceeding, falls to perform any obligation under its guaranty, or attempts to rovoke its guaranty. 17;01 "Tenant falls to observo, perform or oornply with any of the non -monetary terms, covenants, conditions, provisfons or rules and regulations applicable to Tenant under this Lease other than as specified above in this Article 17 provided, if such failure (a) Is not Intentional on the part of "Tenant, (b) is riot the type of failure as to which Landlord shall have previously given Tenant written notice,. (c) does not ooristitute a default or viokatlon under any .loan or other agreement to which Landlord Is a party, and (d) Is, in the sole opinion of Landlord, a curable failure, then suoh failure shall not be a "Default" unless Tenant does not cure such failure within 30 days following written notice of such failure from Landlord. The -foregoing Tenant cure period shall In no event apply.to any of the following; Tenant's (1) failure to provide an estoppel certificate when and as required under Section 20 of this Lease,, (tl) failure to maintaln insuranoo required under Artlole 11 of the Lease; (iii) failure to vacate the Promises upon the expiration or earlier termination of the Lease; (Iv) failure to comply with any obligation under the Lease pertaining to Hazardous Materials; (v) failure to provide a subordination agreement when and as required under Section 23 of this Lease; (vi) any other matter provided for In another subparagraph of this Artlolo 17 for which another time.11mit Is provided elsewhere in the 1 -mase. % Remedles of Landlord, 18,01 If Tonant fails to perform any duty or obligation of Tenant under this Lease,. Landlord may at its option, without waiver of Default nor any other right or remedy,perform any such duty or obligation on Tonant's behalf. The costs and expenses of any such performance by Landlord will be Immediately due and payable by Tenant upon reoeipt..from Landlord of tho-rolmbursoment amount required, 15,02 Upon a Default,.wlth or without notice or demand, and -Without Ilnmlting any other of Landlord's rights or remodles, Landlord may: (a) Terminatio this Lease, in which case Tenant shall immediately surrender the Premises to Landlord, If Tenant fails to surrender the Premises, Landlord, in compliance with Law, may enter .upon and take possession of the Premises and remove Tonant, Tenant's Property and any party occupying the Premises. Tenant shall pay Landlord, on domand, all past due Rent and other losses and damages Landlord suffers as a result of Tenant's Default, (b) Terminate Tenant's right to possession of the Promises and, In compliance with Law, remove Tenant, Tenant's Property and any parties occupying the Promises, landlord may (but shall not be obligated to) relet all or any part o, the Promises, without notice to Tenant, for sUoh period of timo and on such terms and conditions (which. may include concessions, free rent and work allowances) as Landlord In Its absolute discretion shall determin.o, Landlord may collect and receive tail rents and other Income from the Mailing, Tenant shall pay Landlord on demand all past due. Rent, all Costs of Rolotting and any defloionoy arising from the reletting or failure to relet the Promises, Tho re-entry or taking of possession of the Promises shall not bo.construed as an election by Landlord to terminate this. Lease,. (o) Pursue any other remedy now or hereafter available to Landlord under the laws or Judlo(ol decisions of the state wherein, the Promises is located,. 18.03 in lieu of-coloulating damages under Sectlon 18.02, Landlord may elect to receive as, damages the sum of (a) all rent accrued through the date of terminatlpn of this Lease or Tenant's right to possession, and (b) an amount equal to the total rent that Tenant would have boors mquirod to pap for the remainder of the Term discounted to present value at the Prime Rate (defined below) than In effect, minus: the then present fair rental value of the Promises for the remainder of the Term, 91mitarly discounted, "prime Rate" shall be the per annum Interest. rate publfcly announced as Its prime or base roto by a federally Insured bank selected by Landlord in the state in which the Building fe, located, 18.04 If Tenant Is In Default of any of Its nort-monetary obligations under this Lease, Landlord shall havo the right .to perform such obligations. Tenant shall reirnburso Landlord for the cost of such performance upon demand together with an administrative charge equal to 10% of the cost or the work performed by Landlord, The repossession or re-entering of all or any part of the Promises shall not relleve Tenant of Its Ilabi(Itles and obligations under this Lease, No right or remedy conferred upon or reserved to. Landlord in this Lease Is Intended to be exclusive of any right or remedy granted to Landlord by statute or common law, and each and every such right and remedy will be ournulative and in addition to any other right and remedy now or subsequently available to Landlord at Law or In equity. •10. Condemnation, If the Premises or any portion thereof are taken under the power of eminent domain or sold under the threat of the exerclae of said power (collectively, 'Condemnation"), this Lease shall terminote as to the part taken as of the date tho condemning authority takes title or possession, whlohever'first occurs, If all or a material portion of the rentable area of the Promises are taken by Condemnation, Tenant may, at Tenant's option, to be exercised in writing within 10 days after Landlord shalt have given Tenant written notice of such taking (or In the absence of such notice, within 10 days after the oondemrling aulhorit shall have taken pcssession) terminate this Lease as of the date the condemning authority takes such possession. Landlord shall alao have the right to terminate this Lease If there is a taking byy. Condemnation of any portion of the Building or Property which would have a material adverse effect on Landlord's anility to profitably operate the remainder of the Building. If neither party terminates this Lease In accordance with the foregoing, this Lease shall remain In full force and offset as to the portion of the Promises remaining, except that the Base Rent shall be reduced In proportion to the roduotion In utility of the premises caused by suoh Condemnatlon, Conelemnaticn awards and/or payments shall be the property of Landlord, whether such award shall be made as compensafion for diminution in value of the leasehold, the value of the part taken or for severance damages. 2q. Irstoppol Certificates, Plnancial Statements, 20,01 Tenant will execute and deliver to Landlord, within 30 days after written request from Landlord, a oommerdally reasonable estoppel certificate to those parties as are reasonably requested by Landlord (including a Mortgagee or prospective purchaser), Without limitation, such estoppel certificate may Include a certification as to the status of this Lease, the existence of any default and the amount of rent that is due and payable, Any such estoppel certiflcate may be rolled',bpon by Landlord and by any actual or prospective buyer or lender of the Property and any other third party designated by Landlord. If Tenant falls to execute and deliver such estoppel certificate within such 30 day period, such estoppel :certificate shall be binding on Tenant as prepared, 20.02 Within 30 days after written request from Landlord, Tonant shall deliver to Landlord such flnariolol statements as Landlord reasonably requests regarding Tenant or any assignee, subtenant, or guarantor of Tenant, Tenant represents and warrants to Landlord that each financial statements are true and accurate statements, 21, Notloes, All communications and notices required under this Lease shall be In writing and shall be addressed to the respective address of the receiving party, All notices to Tenant shall be givoh by reputable overnight courier, U, S, mall (return receipt required, postage prepaid), or hand delivery, and shall be deemed reooived on the date of delivery (or attempted. delivery) as evidenced by return rooeipt, Any notice to Tenant may also bo given by posting at the Promises and shall be effoctivo upon such posting, At, any time during the Term, Landlord or Tonant may specify a different Notice Address (excluding post office boxes) by providing written notification to the other, 22, Holdover. If Tenant.romains In possession of all or any part of the Premises with Landlord's prior written consent after the expiration or termination of this Lease or of Tenant's right to possosfon, such possession will constitute a. month-to-month tenancy which may be terminated by either Landlord or Tenant upon 30 stays written notice and will not constitute s renewal or extension of the Term, If Tenant falls to surrender all or any part of the promises at the termination of this Lease, occupancy of the Premises after termination shall be that of a tenanoy at sufferance, Tenant's occupancy shall be subject to all the terries and provisions of this Lease, and Tenant shall pay an amount (on a per month basis without reduction for partial months during the holdover) equal to 150% of (he sum of the greater of (a) Paso Pent and Additionai [Rent duo for the period Immediately preceding the holdover, and .(b) then -current fair market rent for the Promises as reasonably determined by Landlord. No holdover by Tenant or payment by Tenant after the termination of this Lease shall be construed [or extend the Term or prevent Landlord from Immediate recovery of possosslon of the Premises bysummary proceedings or otherwise. 23. Subordination, Tonant aoo.opts this Lease subject and subordinate to any mortgago(s), deeds) of trust, ground loase(s) or other lion(s) now or subsequently arising upon the Promises, the Buliding or the Property, and to renewals, modifications, refinancings and extensions thereof (collectively referred to as a "Mortgage"). The party having the benefit of a Mortgage shall be. referred to as a "Mortgagee This clause shall be self -operative, but upon request from a Mortgagoe; Tenant shall, within ton .(10) days of request therefor, oxeoute a commercially reasonable subordination agreement in favor of the Mortgagee. As an alternative, a. Mortgagee shall have the right at any time to subordinate its Mortgage to this Lease, Upon request, Tenant, without charge, .shall attorn to any successor to Landlord's Interest In this Leas o, 24porw) Majeure, Landlord will not be doomed In breach or default of this Lease or have liability to Tenant, nor will Tenant have any right to terminate this Lease or abate rent or assert a claim of broach of any covenant or quiet enjoyment or partial or oonstructive eviction, because of landlord's failure to perform any of Its obligations under this Lease if the failure is due in part or in full to strikes, acts of God, shortages of labor or materials, war, terrorist acts, civil disturbances and other causes beyond Landlord's reasonable control ("Force Majeure"), If this Lease specifiesa time period for performance of an obligation by Landlord, that timo period will bel extended by the period of any delay in Landlord's performance caused by such F.orce.Majoure events as dosodbod heroin, 25. Miscellaneous Provisions, 25,01 Whenever the context of this Lease requires, the word "person" shall Include any entity, and the singular shall Include the plural grid the plural shall include the singular. If more than one person or entity is Tenant, the obligations of each such person or entity under this Lease will be joint and several. The terms,conditions and provisions of this Lease will apply to and bind the heirs, successors, executors, administrators and assigns of Landlord and Tenant, No remedy or election hereunder shall be deemed exclusive but shall, whenever posslble., be cumulntivo with all other romodies at law- or In equity. Time is of the essence for the porformanco of each tared, condition arid: covenant. of this Lease, 25,02 The captions aria headincjs of this Lease are used for the purpose of convenience only, This Lease contains all of the agreements and condltions made between Landlord and Tenant and may not be modified in any mariner other than by a written agreement reigned by both Landlord and Tonant, Any statements, promises, agreements, warranties or representations, whether oral or written, not expressly contained herein will in no way bind Landlord and Tenant expressly waives all alarms for damages by reason of any otatoments, promises, agreements, warranties or representations, If any, not contained in this Lease, No provision of this Loasa shall be doomed to have been waived by Landlord unless such waiver Is In writing signed by aregional vice president or higher title of Landlord or of.L.andiord's management company, and no custom or practice winch may develop between the panties during the Terre shall waive or diminish the Landlord's right to enforce strict performance by Tenant of any terms of this Lease. Additionally, regardless of Landlord's knowledgo Of a default at the time of suoh acceptance, the acceptance of rent or any other payment by Landlord will pot constitute a waiver by Landlord of any default by Tenant. This Lease is governed and construed in accordance with the laws of the state In which the Premises are located,and venue of any legal action will be in the county where the Promises are located, This Lease may be executed in any nurnbor of counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same Lease. In order to expedite the transaction contemplated heroin, to the extent allowable under applicable Law, toloropied signatures or signatures. transmitted by electronic mall In so-called "pdf" format may be used in place of original signatures on this Lease. Landlord and Tenant Intend to be bound by the signatures on the tolacopled or o-malled document, are aware that the other party will rely on the tolacopled or e -malted signatures which shall be of the same force and effect as hand-written signatures, and hereby waive any defenses to the enforcement of the terms of this Leaso based on such tslecopled or e -malted signatures, 25,03 This Lease has been fully reviewed by both parties and shall not be strictly or adversely construed against the drafter. If any provision oontalned herein Is dotormined to be Invalid,, Illegal or unonforoeabla In any rospoct, then (a) such provision shall be enforced to the fullest extent allowed, and (b) such. Invalidity, illegality, or unenfdreeablilty will not affoct any other provlsiorr of this lease. 26,04 except as rogtalred under-•Artidos0 and or �€s gtlaie�L-case Tenant tidrey agrees nato-dise4ose any €errssf this Lease wttiiput-hlo prior writtQn c�ens�ni-of Laradlrird Tenant shall not record this Loaso or any short forth memorandum hereof, 26.05 All dbilgations of Tenant under this Lease not fully performed as of the expiration or earlier termination of the'ferm shall survive the expiration or earlier termination or this Lease, 26,05• Landlord and Tenant each warrant to the other that It has riot dealt with any broker or agent in connection with this Lease, other than the porson(s) listed In the Basic Lease Information, {-andlerd-and-Tenant-each-agree to Inderxartify-rho csthcsr against all costs; expenses (eget-fees and -other Ilablllty f��sommis3lone-other-oompensation slatted by any Either-br-0kar�or agcsrrt by-raaaan ref 4t�e act or ac)r-0emont ofo indpmnifying party: the provisions of this Section 26.06 shall survWa the. expiration or earlier termination of this Loose. 25,07 The grant of any consent or approval required from Landlord under this Lease shall be proved only by proof of a written document signed and delivered by Landlord expressly setting forth such consent or approval, Unless otherwise; specified heroin, any such consent or approval may be withhold in Landlord's sole discretion. Notwithstanding any other provision of this Lease, the sole and exclusive remedy or Tenant for any alleged or actual Improper withholding, delaying or conditioning of any consent or approval by Landlord shall be the rlght to spectrically enforce any right of Tanant to require issuance of such consent or approval on conditions allowed by this Lease, 26,08 Tanant agrees to abide by, keep and observe, and shall cause its employoas,. suppliers, shippers, customers, agents, contractors and invitees to so abide by, keep and observe, all Rules and Regulations set forth in Exhibit C (the "Rules and Regulations") and all reasonable additions and amendments to the same of which Landlord provides .wriiten notice to Tenant, Landlord will not be responsible to•Tenant for any nonperformance by any other tenant, occupant or Invitee of the Property of any said Rules and Regulations, 26,00 Tenant will not piece any signage on or about the Property, or on any part thereof, without the prior written consent of Landlord which Landlord may withhold or condition in its sole discretion, All Tenant signage will comply with the terms and conditions of this Lease, all applicable Laws,, and sign crlterla for the Buildlhg as promulgated by Landlord from time to time and the Rules and Regulations and/or other criteria which Landlord may establish from time to time. 25.11 Tenant represents and warrants to Landlord that each Individual executing this Loase on behalf of Tenant Is authorized to do so ore behalf of Tenant and that Tenant Is not, and the entities or individuals constituting Tenant or which may own or control Tenant or which may be owned or controlled by Tenant are not, (1) in violation of any laws relating to terrorism. or money laundering, or (II) amcng.tho Individuals or entitles Idontlfled on any list compiled pursuant to Cxooutive Order 16224 for the purpose of identifying suspected terrorists or on the most current list published by the U.S, Treasury Dopartmeot Office of Foreign Assets Control at its official website, http;//www,treas.gov/ofac/tligdn,pdf or any repladementwebsite or other replacement official publication of such list, 26.12 Walver of Jury Trial, THE. PARTIES HHREBY WAIVE THEIR RESPECTIVE RIG[. -ITS TO. TRIAL BY JURY IN. -ANY ACTION OR PROCECDINO INVOLVING Ti -ii= PROPERTY OR ARISING 'OUT OP THIS LEASE 25,14 Landlord and any successor Landlord have the right. to sell the Property or any portion of tt, or to assign Its interest in this lease, at any time and from time to time, Upon the sale or any other conveyance by landlord of the Prvpnrty, or a portion thereof which Includes the Prernisos, Landlord shall be released from all obligations and liability under this Lease arising out of any act, event, occurrence or omisslon occurring or existing after the date of such conveyanco,.and In such event Tenant agrees to look solely to the rosponslblllty of the successor in interest of Landlord in and to this Lease. 26, Additional Provisions. 28,01 Tenant horoby pledges and assigns to Landlord as soourity for the payment of any and all Base Rent, Tonant's Proportionnte.$hare of Operating Expenses, Additional Dont or other sums or amounts provided for herein, all of the furnituro, fixtures, equipment, goods and chattels of Tenant which shall or may be brought or put Into the Premises, provided, however that same may be subject to purchase money security Interests or equipment loases in favor of unrelated parties, and Tenant agrees that eaid Ilen may be enforced by distress, foreclosure or otherwise, at tho election of landlord, 28,02 The following notification Is provided Linder Section 404,066(6), Florida Statutes; "Radon Is a naturally occurring radioactive gas that, when If has accumulated in a building In sufflolent 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 Norrda, Additional Informatfon regarding radon and radon testing may be-abtalned from your county health department;' 28,03 Mold Is a naturallyocourring Substance, Mold is found both Indoors and outdoors. The presence of mold. May Cause property damago or health problems, Landlord shall not be liable for.stny loss, damage or ;personal Injury suffered by Tenant, or any of the Tenant's officers, directors, employees, or Invitoes, duo to the presence or mold in or around the properly or premises. Tenant acknowledges that It shall. be Tenant's responsibility to undertake necessary measures to retard and prevent mold from accumulating within the promises, Including, but not limited. to, the following,, (a) maintaining appropriate climate control within tho Promises; (b) maintaining the cleanliness of the premises; (c). rertioving visible moisture aooumulatios on windows, window sills., walls, floors, obllings and other srirfaces as soon as reasonably possible; and (d) not Woking or covering any heating; ventilating or air conditioning duots within the Promises, Tonant shall report Immediately in writing to Landlord any ovidenoo of mold or of a water leak or excessive moisture within the Promises, of which Tenant bboornes aware, Should `tenant desire a mold Inspection or'additlonal Information about mold, Tenant should contact Ia professional In this field, (SIGNATURE PAGE TO FOLLOW] N $ubMlsslon of this Lease, for examination and signature by Tenant Is not an offer to lease and does not create a reservation or option to loose. This Lease will b000me effective and binding only upon full exeoutlon and delivery by both Tenant and Landlord. THIS LEASE, WHETHER OR NOT EXECUTED BY TENANT, IS:SUBJECT TO ACOEPTANOE BY LANDLORD, ACTING BY ITSELF OR BY ITS AGENT By TI -IE, SIGNATURE ON TI -11S LEASE Or ITS SIENIOR VICE PRESIDENT, ASSISTANT VICE PRESIDENT OR REGIONAL MANAGER AND DELIVERY OP SUCH 8IGNATURET0 TENANT, Landlord and Tenant have executed this Leaqo as of the day and year first above written. WITNESSEs: LANDLORD; P813P Industrial, L.L.C., a Delaware limited liability company By: P$` Business Parks, LP, a Callforrila limited partnership Its; Managing Member By: PS Buslness Paft, Ino,, a California corporation Its; General partner ,9IgnQt0ro Print Name By; Nome: Dgvld VIca Tille: Vice Presidgrit Signature Print Name WITNtSSES: TENANT: City of Miami a j'oqnIg.II3al cornoration of tile State of Florida By Todd 8. Hannon. City Clerk By: Dqnlol J. Alfonso City Manager Ryl Signature Print Name APPROVED AS TO*KSQPAN0E APPROVED AS TO FORM AND RWAREMENTS- CORRECTNESS: By: 13y,' Ann -Marl® Sharpe, Director Vlotorla M6ndez Risk Management Department City Attorney EXHIBIT A -q PREMISES This Exhibit Is attached to and made a part of the Lease by and between PSBP Ihdustr al, L.L.C., a Delaware limited liability compan ("Landlord") and City of Miami ("Tenant") for space in the Building located at r EXHIBIT A-2 PROJECT AND PROPERTY This Exhibit is attached to and made a part of the Lease by and between PSBP Industrial, L.L C., a Delaware limited liability company ("Landlord") and :City of Miami ("Tenant") for space in the Building {2095-000001 01136;21 A-2 A-3 EXHIBIT B TENANT IMPROVEMENTS This Exhibit is attached to and made a part of the Lease by and between PSBP Industrial, L.L.C. a Delaware limited liablilty company ("Landlord") and City of Miaml ("Tenant") for space In the Building located at Capitalized terms not otherwise defined in this Exhibit B shall have the meaning given to such terms in the Lease of which this Exhibit B is a part. Tenant hereby accepts the demised Premises in an "as -Is" condition and in no event shall Landlord be responsible for any tenant Improvement work. Any tenant improvement work shalt be the sole responsibility of Tenant, shall be subject to the terms of the Lease including, without limitation, Article 9, and any and all costs for such tenant improvement work shall be paid directly by Tenant. {2095-0000/00101136;2) BM1 EXHIBIT C RULES AND REGULATIONS This Exhibit is attached to and made a part of the Lease by and between PSBP industrial, L.L.C.,_a Delaware limited liability company. ("Landlord") and City of Miami ("Tenant") for space in the Building, located at " Landlord reserves the right to make such other and reasonable rules and regulations as in its judgment may from time to time be needed for safety and security, for care and cleanliness of the Building and the Project and for the preservation of good order therein. Tenant agrees to abide by all such Mules and Regulations herein stated and any additional rules and regulations which are adopted. Driveways, sidewalks, halls, passages, exits; entrances, elevators, escalators and stairways shall not be obstructed by tenants or used by tenants for any purpose other than for ingress to and egress from their respective premises.. The driveways, sidewalks, halls, passages, exits, entrances, elevators and stairways are not for the use of the general public and Landlord shall in all cases retain the right to control and prevent access thereto by all persons whose presence, in the judgment of Landlord, shall be prejudicial to the safety, character, reputation and interests of the Building, the Property and Its tenants, provided that nothing herein contained shall be construed to prevent such access to persons with whom any tenant normally deals in the ordinary course of such tenant's business unless such persons are engaged In illegal activities, No tenant, and no employees or invitees of any tenant, shall go upon the roof of any Building, except as authorized by Landlord. 2. No signs, advertisements or notices shall be painted or affixed to windows, doors or other parts of the Building, except those of such color, size, style and In such places as are first approved in writing by Landlord, All tenant identification and suite numbers at the entrance to the Premises shall be installed by Landlord, at Tenant's cost and expense, using the standard graphics for the Building. Landlord shall have the right to remove any such sign, placard, banner, picture, name, advertisement, or notice without notice to and at the expense of Tenant, which were installed or displayed in violation of this rule. All approved signs or lettering on doors and walls shall be printed, painted, affixed or inscribed at the expense. of Tenant by a person or vendor approved by Landlord and shall be removed by Tenant at the time of vacancy at Tenant's expense. Except in connection with the hanging of lightweight pictures and wall decorations, no nails, hooks or screws shall be inserted into any part of the Premises or Building except by the Building maintenance personnel without Landlord's prior approval. 3. The directory of the Building or Property, if any; will be provided exclusively for the display of the name and location of tenants only and Landlord reserves the right to charge for the use thereof and to exclude any other names therefrom. 4. No curtains, draperies, blinds, shutters, shades,, screens or other coverings, awnings, hangings or decorations shall be attached to, hung or placed in, or used In connection with, any window or door on the Premises without the prior written consent of Landlord. In any event with the prior written aonseht of—Land-ford, all such items shall be installed inboard of Landlord's standard window covering and shall in no way be visible from the exterior of the Building. All electrical ceiling fixtures hung In offices or spaces along the perimeter of the Building must be fluorescent or of a quality, type, design, and bulb color approved by Landlord. No articles shall be placed or kept on the window sills so as to be visible from the exterior of the Building, No articles shall be placed against glass partitions or doors which Landlord considers unsightly from outs4dE Tenant's Premises, 5. Each tenant shall be responsible for all persons for whom it allows to enter the Building or the Property and shall be Liable to Landlord for all acts of such persons. Landlord. and Its agents shall not be liable for damages for any error concerning the admission to, or exclusion from, the Building or the Property of any person, During the continuance of any invasion, mob, riot, public excitement or other circumstance rendering such action advisable in Landlord's opinion, Landlord reserves the right (but shall not be obligated) 'to prevent access to the Building and the Property during the continuance of that event by any means it considers appropriate for the safety of tenants and protection of the Building, property in the Building and the Property. 6. Tenant, upon the termination of its tenancy,. shall deliver to Landlord the keys for all doors which have been furnished to Tenant, and in the event of loss of any keys so furnished, shall pay Landlord therefor. 7. The restrooms, toilets, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed and no foreign substance of any kind whatsoever shall be thrown into them. The expense {2095-0000/0010113 6; 2,} C-1 of any breakage, stoppage, or, damage resulting from violation ofthis rule shall bebornobythe tenant who, or whose employees or invItees, shall have caused the breakage, stoppage, or damage. 8. Tenant shall not use orkeep |nnronthe Promises, the Building orthe Property any kerosene, Inflammable or no0bVoUbl8 MU|d or material except In strict accordance with the terms of the Lease. Tenant shall DcdUse, keep or permit to be used or kept in Its Premises any foul or noxious gas or substance, Tenant shall not allow the Premises to be occupied or used In a manner offensive or objectionable to Landlord or other occupants of the Buildingby reasonof noise, odors and/or vibrations or Interfere In any way with other tonantsor those having business therein, No animals, except those assisting handicapped persons, shall. be brought onto the Property or kept in or about the Premises, V. Except with the prior written consent of Landlord, Tenant shall not oeU. or permit the sale, at rotaU, of newspapers, magazines, periodicals, theater tickets or any other goods or merchandise in or on the Premises, nor shall Tenant carry on, or permit or allow any employee or other person to carry on, the business of stenography, typewriting or anyslmllar business in or from the Premisesfor the service or accommodation of occupants ofany other portion ofthe Building, or the business ofapublic barber shop, beauty parlor, norshall the Premises b&used for any illegal, Improper, immoral or objectionable purpose, or any bWo|noao or activity other than that mpeo|fiooUv provided for |n such Tenant's Lo$ao. Tenant shall not accept he|roty||ng, barbadng' ahoenh|Ro, nail, rnaoaagm nrsimilar services in the Premises orcommon areas except ooauthorized byLandlord. lO. ItTenant requires telegraphic, telephonic, te|eoommun|ooUone,data processing, burglar alarm orsimilar snm|coo it shall first Vbba|n, and comply with, Landlord's Instructions in their Installation. The coot of purchasing, installation and maintenance of such oorvkmn shall be borne solely by Tengnt. Landlord will d|naot electricians as to where and how te|ephone, telegraph and electrical. wires are to be Introduced Installed. No borIng or cutting for wires will be allowed without the prior written consent ofLandlord, The \000t|nn of burglar alarms, te|ephoDon, nm|| bnXmn and other nff|oo equipment affixed to the Premises shall be subject to the prior written approval of Landlord, 11. Tenant shall not Install any radio nrtelevision antenna, satellite dish, other device on. the exterior walls or the roof of the Building, without Landlord's consent, Tenant ohoU not Interfere with radio or television broadcasting or reception from or in the Building, the Property or elsewhere. 12. Tenant shall not lay linoleum, tile, carpet or any other floor covering so that the same shall be affixed to thefloor of Its Premises |nany manner except eoapproved inwriting byLandlord. 13. Tenantoha||notoperatoorperm|ttoba,noeratodaon|nortVhenoparotedvoDdingVnaoh|Ooore|m||ardoYioVUDc|ud|n0. without limitation, telephones, |ockero, toUeta, uoo|ea, mnnuoement devices and machines for na|o of beverages, foods, candy, cigarettes and other goods), except for ro8oh|ngm for the exclusive use of TeOant!s ornp|oynmo and |Ov|b9ns, Bicycles and other vehicles are not permitted inside the Building or on the walkways outside the Building, except in areas designated by Landlord. 14. Business 0aoh|noo and mwohmn|oo| oqp|pment belonging to Tenant which cause noise or vibration that may be transmitted to the structure of the Building or to any space therein to such a degree as to be objectionable to Landlord or toany tenants iAthe Bu||diQg shall bwplaced and maintained byToOant.atTenant's expense, unvibration eliminators or other devices sufficient toeliminate noise orvibration, The persons employed tomove such equipment |OVrout ofthe Building must be acceptable to Land|ord. Tenant shall not |nntal|, operate or maintain in the Premises or in any other area of the Building, e|oothms| equipment that would overload the electrical system beyond its capacity for proper, efficient and safe operation an determined solely by Landlord. Torrent ohm|i not furnish cooling or heating to the Premises, including, without ||n1|tot|on' the use of n|octdo or gas heating devices, without Landlord's prior written consent, Tenant shall not use more than Its proportionate share oftelephone lines and other telecommunication facilities available tOservice the Building, 15. Each tenant shall store all its trash and garbage within the interior of the Premises or as otherwise directed by Landlord from time totime, Tenant shall not place in the trash boxes or receptacles any personal trash or- any material that may not or cannot be disposed of In the ordinary and ouatnnnmry manner of removing and disposing of trash and garbage in the city, without violation of any law or ordinance governing such disposal. 16. Canvassing, solloitIng, distribution of handbills or any other written material and peddling In the Building and the Property are prohibited and each tenant shall cooperate to prevent the same. No tenant shall make room -to -room solicitation of business from other tenants In the Building or the Property, without the written consent of Landlord. 17. Landlord shall have the right, exercisable without notice and without liability to any tenant' to change the name and address ofthe Building and the Property, Without the prior written consent of Landlord, Tenant shall not use the name of (2095-0000/00101130|2) 0-2 the Building, Project or the Property or any photograph or other likeness of, the Building, Project or the Property in connection with, or In promoting or advertising, Tenant's business except that Tenant may include the Building'$, Project's or Property's name In Tenant's address. lX. Landlord may from time to time adopt systems and procedures for the security and safety of the Building andPm Its occupants, entry, use and contents. Tenant, Its agents, employees, contractors, guests and Invitees shall comply with Landlord's systems and procedures, Tenant shall comply with all safety, fire protection and evacuation procedures and regulations established by any governmental agency, Tenant assumes any and all responsibility for protecting its Premises from. theft, robbery and pilferage, which includes keeping doors locked and other means of entry to the Premises closed. 19. No Tenant is allowed to unload, unpack, pack or in any way manipulate any products, mahado|o or goods In the common areas of the Property including the parking and driveway areas of the Property. All products, goods and materials must be manipulated, handled, Rept, and stored within the Tenant's Prem'Ises and not In any exterior areas, Including, but not limited to, exterior dock platforms, against the exterior of the Building, parking areas and driveway areas of the Property, Tenant also agrees to keep the exterior of the Promises clean and free of nails, wood, pallets, packing materials, barrels and any otlher debris produced from their operation, All products, materials and goods are to enter and exit the Premises by being loaded or unloaded through dock high doors into trucks and or trailers, over dock high loading platforms intotrucks and or trailers or loaded or unloaded Into trucks and or trailers within the Premises through grade level door access, Movement in or out of the Building of furniture or office equipment, or dispatch or receipt by Tenant of merchandise or materials requiring the use of elevators, stairways, lobby areas or loading dock areas, shall be restricted to hours reasonably designated by Landlord, Tenant shall obtain Landlord's prior approval by providing a detailed listing of the activity, which approval shall not be unreasonably withheld, If approved by Landlord, the activity shall be under the supervision of Landlord and performed in the manner required by Landlord, Tenant shall assume all risk for damage to articles moved and injury to any persons resulting from the activity.. If equipment, property, or personnel of Landlord or of any other party Is 'damaged or Injured as a result. of or in connection with the activity, Tenant shall be solely liable for any resulting damage, loss or Injury. Tenant shall not make deliveries to or from the Premises in a.m8nner that might Interfere with the use by any other tenant of its premises or of the Common Areas, any pedestrian use, or any use which IsInconsistent with good business practice, 20, Smoking of any kind is strictly prnh|bitecL at all U0eo` at any location on the Property, except in the dow|gnmhsd smoking area which is located at the OUTSIDE PERIMETER OF THE BUILDING ONLY, Landlord may relocate the designated smoking area at Its sole discretion, at any time during the Term of this Lease. Tenant shall be responsible for the observance of all of the foregoing | and Regulations andthe Parking Rules d Regulations set forth below by Tenant's employees, agents, clients, customers, invitees and guests, These Rules and Regulations are In addition to, and shall not be construedto in any way modify, alter or amend, in whole or In part, the terms, covenants, agreements and conditions of any lease of any premises In the Property, Landlordmay wal"ve any one or -more of these Rules and Regulations for the benefit of any particular tenant or tenants, but no such waiver by Landlord shall be construed as a waiver of -such Rules and Regulations In favor of any other tenant or tenants, nor prevent Landlord from thereafter enforcing any such Rules and Regulations against any or all tenants of the Building. ,PAEKING RULES A�Q REGULATIONS Cars must be parked entirely -within painted stall lines. 2. All directional signs and arrows must beobserved. 3. All posted speed limits for the parking areas shall be observed. If no speed limit is posted for an area, the speed limit shall be five (5) miles per hour, Parking \uprohibited: (a) |nareas not striped for parking; (N |na��n'. `, kA where "no narkno"signs are posted; p095-0000/00101136;4 (d) an ramps; (e) |ncross hatched areas; and (f) in such other areas as may be designated by Landlord. 5. Handicap and visitor stalls shall be used only by handicapped persons or visitors, as applicable, Parking stickers or any other device form ofIdentification supplied by Landlord from time to tIrne (If any) shall remain the property of Landlord, Such parking Identification device must be displayed as requested and may not be mutilatedin any manner, The serial number of the parking Identification device may not be obliterated. Devices are not transferable and any device may not be obliterated. Devices are not transferable and any device In possession of any unauthorized holder will be void, There will be a replacement charge payable by the parker and such parker's appropriate tenant equal to the amount posted from time to time by Landlord for loss of any magnetic parking card or any parking -sticker, 7. Every pod<or is required to park and look his or her own car. All responsibility for- damage to oars or persons Is assumed bythe parker. 8. Loss or theft of parking Identification devices must be reported to Landlord, and a report of such loss or theft must be filed by the parker at that t|rne. Any parking identification dnY|oeo reported lost or stolen found on any unauthorized car will be confiscated and the illegal holder will be subject to prn0004t|oO. Lout or stolen devices found by the parker must be reported to Landlord Immediately to avoid confusion, Q. PerNngspaces are for the express purpose ofparking one automobile per space. Washing, woxing, o|eon|ng, or servicing of any vehicle- by the parker and/or such person's agents Is prohibited. The parking anaou ohuU not be used for overnight orother storage for vehicles nfany type, 10. Landlord reserves. the right to refuse the Issuance of parking identification or access devices to any tenant and/or ouohtenant'oemp|oyees'aQonte'v|n|toroorrwpreeentativmevvhovv|||fU||yrofueot000nnp|yw|ththePark|ngRu|ou and Regulations and/or all app||nmb|8 governmental ordinances, !ovYo. or agreements, 11. Tenant shall acquaint its employees, agents, visitors or representatives with the Parking Rules and Regulations, anthey may baineffect from time tutime. 12. Any monthly rental for parking shall be paid one month In advance prior to the first day of such month. Failure to do so will automatically oaDoe| parking- priv||oggs, and e charge of the prevailing daily rate will be dum. No deductions or aUomyenreefnrN~the -monthly rental for parking will be made for days o parker dgon not use the parking facilities, 18. Each parker shall pay reasonable deposit for any parking Gard Issued to such a person.Such deposit shall be paid at the time the parking card is issued and shall be forfeited If the parking card Is lost. Such deposit ehe|| be returned without (ntmrmmt, at the time such person oesm$n to utilize the parking facilities, upon surrender of the parking card. A reoaVmatde replacement charge aheU be paid to replace m lost card and an amount |nexcess of the Initial deposit may becharged omthe replacement fee, 14. Except as provided above, No trucks, truck tractors, trailers or fifth wheel are allowed to be parked anywhereatany time Yv|th\n the Property other than In Tenant's oYYO truck dock well. Vehicles in violation of the above oho|| be subject to toN-ommy, at vehicle owner's expense, Vek|n|en parked In public parking areas will be no larger than fu||-mlz$d poaoanQar automobiles or standard p|ck'Up trucks. Landlord ranorvoo the right, without notice to Tonent, to tow away at Tenant's ou|o cost and expense any voh|o|eo parked in any parking area for any continuous period of 24 hours or more, or earlier If Landlord, in its sole discretion, determines such parking to be o hazard or 'inconvenience to other tenants orLond|ord, or violates any rules or regulations or posted notices related to parking, Land|ord`oha|| not be responsIble for enforcing Tenant's po[K|Dg rights against. third parties. From time to time, Landlord reserves the right, upon written Dcd|oe to Tenant, to change the |nmat|un' the availability and nature of parking spaces, establish reasonable time limits on parking, and, on an equitable basis, to assign specific spaces with orwithout charge to Tenant as Additional Rent. 15. Tenant shall at all times comply With all applicable Laws (as defined in the Lease) respecting the use of the parking fa:U|tyserving the Building, (20950000001011:6;2) 16. LANDLORD SHALL NOT BE LIABLE FOR, ANY LOSS, INJURY OR DAMAGE TO PERSONS USING THE PARKING FACILITY OR AUTOMOBILES OR OTHER PROPERTY THEREIN, IT BEING AGREED THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, THE USE OF THE SPACES SHALL BE AT THE SOLE RISK, OF TENANT AND ITS EMPLOYEES. WITHOUT LIMITING THE FOREGOING, TRN-AN-T-449REB-Y VOIWNT,ARL-Y 'P-�.,BLB,^- ES, DISCF"GE-$-WAWES-AN:D-REL.INQU4$- IES-AN"N—D•-ALL-AGTIGNS-OR GAUSES-O F T-KM-F-O R--RBR"O N-A -I N-I U ICY--O R-P-RO I-R-T-Y--DAM AG E-OGC- RR ING-TO-TE-NAN T ARISING-"-A E-%UL-T OF-PAWMJG--NN--HE--P-ARK4NC-FAGIL-1-'IY-,-OR-ANX-AGT-N-kTIE-S-INGIQENTAL.. TktERS WklI=I E I✓R=dR %IOWEVER-THE—"AME-MAX' OGOUR, AI4"UR-Tt E"GFSEES=F'HAT-T-MNAf OL-L: RIOT-RROSE=GU-T-E AN--OLIVA M-F-OR--RBRSONAL.-IN.JUXY---0-t-P-R01;I-EPT-Y-DAMAGE--AGAIN-SF I=ANDL-ORD-Ofd--AMY 0-T-HE-1=AN-D60RD-RE-L-A-TED-P-ARTI€S-FGR--ANY-SA4D-G�1l1SES-OF-AG=TION-IN ALL-EVENTS; TENANT-AGM=E-S: TO-LO K--F4RST-TG--tT-S4N-SURANGE--OARRIER AND-TO-R-EaJJIRC THAT- TENANX-'S-EMI-LO-YEE-S-L-OO:K-FIRvT TO-T-HEIR-4ZE-SPEC-'W-E-4NSURANG"ARRIE4ZS-F-OR-P-I-XMEN-T=OF ANY-L-OSSE-S--SUS'-AIN-ED-IN--COAINE-GTION-OTH-ANY -USE-GF THIS-P-ARKINC,)-�GILIT=Y; TI NAN-`T HERESY-WAIVE-S-ON� Brz-HALF-OF' rrS--4N-SURAN GARRIERS-ALL-RIGHT-OF-%UBROCA-TION AGAINST L-ANDI RD-GR-L-!#+ DLORD-RE-L-ATED-P--AR-T-IIE-S-. 17. Landlord hereby reserves the right to enter into a management agreement or lease with another entity for the operation of the Parking Facility ("Operator"), In such event, Tenant, upon request of Landlord, shall enter into a parking agreement upon substantially the same terms hereunder with the Operator and pay the Operator the monthly charge established hereunder, and Landlord shall have no liability for claims arising through acts or. omissions of the Operator, It is. understood and agreed that the identity of the Operator may change from time to time during the Term, in connection therewith, any parking lease or agreement entered into between Tenant and any Operator shall be freely assignable by such Operator or any successors thereto, 18. If Tenant defaults with respect to the same term or condition under these Parking Rules and Regulations more than 3 times during any 12 month period, and Landlord notifies Tenant thereof promptly after each such default, the next default of such term or condition during the succeeding 12 month period, shall, at Landlord's election, constitute an incurable default. Such cancellation right shall be cumulative and in addition to any other rights or remedies available to Landlord at law or equity, or provided under the Lease (allof which rights and remedies under the Lease are hereby incorporated herein, as though fully set forth), Any default by Tenant under these Parking Rules and Regulations shall be a default under the lease. {2095.0000/00101136; 2} C-5 EXHIBIT D OPERATING EXPENSES This .Exhibit is attached to and made a part of the Lease by and between PSBP Industrial, L.L.C., a Delaware limited liability company ("Landlord") and City of Miami ("Tenant") for space in the Building located at 11 Operating Expenses. Tenant shall pay Tenant's Proportionate Share of the total amount of Operating Expenses (defined below) for each calendar year during the Term. 1.01 "Operating Expenses" as used in the Lease shall include all costs and expenses related to the ownership, management, operation, maintenance, replacement, improvement and repair of the Premises, Building, Project and/or Property, or any part thereof, incurred by Landlord including but not limited to: (a) Property supplies, materials, labor, equipment, and tools; (b) Ufiility and Service Costs (as further described in Section 1.03 below), security, janitorial, trash removal, and all applicable service and maintenance agreements; (o). Property related legal, accounting, and consulting fees, costs and expenses, including but not limited to the cost of contests of Real Property Taxes; (as further described in Section 1.02 below); (d) Insurance Premiums for all policies deemed necessary by Landlord and/or its lenders, and all deductible amounts under such policies '(as further described in Section 1.04 below).; (e) costs and expenses of operating, maintaining, and repairing the Property, including but not limited to all interior areas and also driving, parking, loading, and other paved or unpaved areas (including but not limited to, resurfacing and striping and --any, snow and -lee renneual-Londlord elects to conduct), landscaped areas (including but not limited to, tree trimming), building exteriors (including but not limited to, painting and roof repairs), signs- and directories, and lighting; (f) (g) compensation (Including but not. Limited to, any payroll taxes, worker's compensation for employees, and customary employee benefits) of all persons, including independent contractors, who perform duties, or render services on behalf of, or in connection with the Property, or any part thereof, Including but not limited to, Property operations, maintenance, repair, and rehabilitation; (h) Property management fees and the cost of providing space used by the Property manager; and (i) Real Property Taxes. 1.02 "Real Property Takes" shall include any fee, license fee, tax, levy, charge, or assessment (hereinafter individually and/or collectively referred to as "Tax") imposed by any authority having the direct or indirect power to tax and where such Tax is imposed against the Property, or any part thereof, or Landlord in connection with its ownership or operation of the Property, including but not limited to; (a) any Tax on rent or Tax against Landlord's business of leasing the Property; (b) any Tax by any authority for services or maintenance provided to the Property, or any part thereof, including but not limited to, fire protection, streets, sidewalks, and utilities; (c) any Tax on real estate or personal property levied with respectto the Property, or any part thereof, and any fixtures and ,equipment and other property used in. connection with the Property; (d) any Tax based upon a reassessment of the Property due to a change in ownership or transfer of all or part of Landlord's Interest in the Property; and, (e) any Tax replacing, substituting for, or in addition to any Tax previously included in this definition. Real Property Taxes do not include Landlord's federal or state net income taxes. 1.03 "Utility and Service Costs" shall include all Landlord incurred utility and service costs and expenses including but not limited to costs related to water and plumbing, electricity, gas, lighting, steam, sewer, waste disposal, and HVAC, and all costs related to plumbing, mechanical, electrical, elevator, HVAC, and other systems. 1.04 "Insurance Premiums" shall include all insurance premiums -for all insurance policies maintained by Landlord from time to time related to the Property. 1..05 Throughout the Term, Tenant will pay as Additional Rent its Proportionate Share (of the Project, Property and/or Building, as designated from time to time by Landlord) of Operating Expenses which will be equal to each calendar year's total Operating Expenses multiplied by Tenant's Proportionate Share. Estimated payments shall be made monthly on or before the first day of each calendar month each In the amount of Landlord's then current estimate as outlined below. Tenant's Proportionate Share will be prorated for partial months. 1.0.6 Tenant's Proportionate Share of Operating Expenses shall be determined and paid as follows: (a) Tenant's Operating Expense estimates: As soon as is practical following the end of each calendar year, Landlord will provide Tenant with a determination of; (a) Tenant's annual share of estimated Operating Expenses for the then current calendar year; (b) Tenant's monthly Operating {?_095-0000/00101136;2} p-1 Expense, estimate for the then current and, /d Tenant's retroactive estimate correction UU| the period mfJanuary Vtthrough the date Immediately h to the commencementdate of Tenant's new monthly Operating Expense a\imate\ for the difference between Tenant's now and previously billed monthly Operating Expense estimates for the then current year, (b) Tenant's Proportionate Share of actual annual Operating Expenses: Each year. Landlord will provide Tenant with a determination reflecting the total Operating BxpeOomo for the previous calendar year, If the total of Tenant's Operating Expense estimates billed for the previous calendar year are |msa than Tenant's Proportionate Share of the actual Operating Expenses., the determination will |ndiooba the a t amount and date due. |fTenant has paid more than It Proportionate Share of Operating Expenses for the preceding calendar year, Landlord will credit the overpayment toward Tenant's future Operating Expense obligations, Monthly OperatIng Expense estimates are due on the I't of each month and shall commence in the month specified by Landlord. Tenant's retroactive estimate correction, and actual annual Operating Expense charges, If any, shall be due, In full, on the date(s) specified by Landlord, 2. Unless Landlord otherwise elects, Tenant shall pay each Operating Expense In accordance with Tenant's Proportionate Share of the Building or Tenant's Proportionate Share of the Project or the Property, whichever is designated by Land|nnd. Tenant, within 00 days after noms|v|nQ Landlord's determination of Operating Expenses, may |wa Landlord written notice ("Review Notice") that Tenant intends to. review Landlord's neonnda of the Operating Expenses (excluding Real Property Tax) for the calendar year to which the statement $pp||mn. VV|th1ne reouVneb|w time after recelpt of the Review Notice, Landlord shall provide copies of all pertinent records that are reasonably D0000aaryfor Tenant tOconduct its review. |fTenant retains anagent tVreview Landlord's records, the agent: muetbeVV|thmCPAf|rm ||oonaed to do business in the state where the Property Is |ooetad. Tenant shall be solely responsible for all oomtG. expenses and #aea incurred for the audit, VVkh|n 90 days after the records are made available to Tenant, Tenant aho|| have the right to give Landlord written notice n "Objection Notice") stating In reasonable dmta|| any nbjuut|vM to Landlord's statement of Operating Expenses for that year, |fTenant falls to give Landlord an Objection NuUoo within the 90 -day period or falls to provide Landlord with aReview Notice within the 60 -day period described above, Tenant shall be deemed to have approved Landlord's determination of Operating Expenses and shall be barred from raising any claims regarding Operating Expenses for that year. If TonuA( provides Landlord with o timely Objection Notice, Landlord and Tenant shall work together |ngood faith toresolve any Issues raised |nTenant's Objection Notice. |fLandlord and Tenant determine that Operating Expenses for the calendar year are less than reported, Landlord h || provide Tenant vV|th credit against the next Installment of Tenant's Proportionate Share of Operating Expenses in the arnount of the overpayment by Tenant.. Likewise, if Landlord and Tenant determine that Operating Expenses for the calendar year are greater then reported, Tenant shall pay Landlord the amount of any underpayment within 30 days, N4�0-evpAt—srkal-[ pald-and-copA-hqaes to p096-0000NN136;2� SIGN CRITERIA This Exhibit Is attached to and made a part of the Loeoo by and limited Ilabilltv company ("Landlord") and City of Mian2l, ("Tenant") -for space In the Building located at Each tenant is responsiblefo the written approval of aniginstalled at their i es by MICC/PS Business Parks priorto submissionhoM1emi:-Dade[buntvand/OrOMvofDona|foraaignpormUandoriorto any fabrication orinstallation. The cost of any fabrication and installation Is the responsibility of each tenant. Any signs not specifically covered within these criteria shall besubmitted toN1|C[XPSBusiness Parks for wra|. The sole judge nfthe acceptability uf any submission shall be MICCIPS Business Parks and Its architect or planner. Approval by MICC/PS Business Parks in no way relieves the sign contractor ortenant from the responsibility obtaining valid Miami -Dade County and/or -City of Dora] Building and Zoning sign permit, A copy of the approved permit must be submitted to MICC/PS Business Parks prior to the commencement of any work on site. All | that I*stob |rodreplaced, painted, dated or newlyconstructed within the K4|QO/P8Business Parks boundaries are subject to these criteria and must be submitted to MICC/PS Business Parks for written approval whether the property owner nrtenant ivanew property rtenant, orwhether they are an existingolder property owner or tenant. Adherence to these criteria applies to both new and old property owners or tenants Within MICC, N1|CO0z8Business Parks may from time totime, gttheir sole disoreUoV, modify orchange these guidelines |Rorder to reflect changes etthodevelopment. MICC/PS Business Parks, as owner and association manager, shall be exempt from these guidelines iDpursuing the best 1OtgnestsofK4|{}C. A. INDUSTRIAL DOCK HEIGHT WAREHOUSE AND STANDARD STREET LEVEL BUILDINGS: Each site occupledby a single tenant industrial warehouse type of building will be: allowed a primary user/tenant ID- sign on the building. elevation facing the street consisting of the company name and corporate logo only. The. user/tenant's sign Must be located only within the upper areas of the building in such a wayso as not to be unsightly and should not Interfere with architectural details or features of the building, 2. For tenants withmulti-tenant industrial warehouseallowed one primary tenant/user sign on the fagade of the building facing the right -a -way of the primary street, The sign may contain the. company name and corporate logo only, centered in the designated sign area of the specific building where the tenant Is occupying space, The tenant sign must be located only within the upper areas -of the building in such a way so as not to, be unsightly and should not Interfere with. the architectural details or features of the loWding, 8. All signagoohal|boeurfocemounted.non.-IUun,|natod|MdiWdua|lettemandohaUbo|000tednM the building over or adjacent to the oDtrgnuo, where applicable, Building user/tenant 811gnaga shall be a maximum of 80% of the width of wall space, located between -the architectural pilasters on the building and no more then 3'-40" In 0YereU height. In no Instance shall the total o|Qn area exceed that allowed under the Miami Dade County and/or City ofDoral m|gnogecode, Where nVarchitectural pilasters or features occur onthe building ad then omaximum width. ofi2'`8"may beused, for the sign area, pmY|dedUhatam|n|Olumeetbonk-fro[noeohofthedonl|a|ngporUtionUnenof1-8"|arno|Otainednnnither side ofthe sign. 4. The Maximum allowable height for Individual letters ornumbers Is 18" for the height of the uppercase characters, unless Improved inadvance byK4|OC/PSBusiness Parks for special (2085�0000N001106;2) circumstances, 5. Should a special circumstance or situation arise where a tenant has questions on how to best display their sign or identity, MICC/PS Business Parks at their sole discretion may approve in writing a variance to this criteria, 6. Methodsoffabrication for the primary tenant identity are listed below. (It consists of two possible ways to manufacture non -illuminated signs as the primary user/tenant ID.) a, Computer cut-out aluminum, acrylic or sintra (PVC Board), 1" thick letters, painted, pin mounted on spacers 1/2" off the face of the building, (No lighted signs are permitted on warehouse buildings), b. Non -illuminated reverse channel type letters, up to 3" thick with a stand off of a minimum of 1/2", c. Plaque signs or signs on a panel or background of any sort are prohibited. 7, Each tenant's space shall have a building standard postai ID number at the front entrance that is visible from the street, B, ALL SERVICE CENTER FLEX/OFFICE WAREHOUSE BUILDINGS (Building 1901) All tenants are required to install a sign, 2. Unless otherwise noted, box or cabinet type signs are only type permitted (in these locations only). Cabinets are to be structurally constructed. and anchored to comply with local code. Cabinets are to be single face aluminum with bronze frame. Face to be 1/4" Lexan or Acrysteel Plexi, Tenant has the option of either an illuminated or non -illuminated cabinet, If cabinet is illuminated, tenant must use six (6) day light type, high output fluorescent lamps. All signs shall be I V long by T-0" high, Tenant shall submit location sign face layout and sign requests to MICC/PS Business Parks for written approval through proper procedures described in these criteria, C, ALL SHOWROOMS AND STREET LEVEL WAREHOUSES, (Buildings L, M, N and Buildings 3501, 3502, 3503) 1, Box or cabinet type or plaque type signs are not permitted. 2, Signs may be illuminated or non -illuminated. 3, Methods of fabrication for non -illuminated Sign Type A are shown In Exhibit C, (It consists of two possible ways to manufacture non -Illuminated signs as the primary user/tenant ID), a. Computer cut-out aluminum, acrylic or sintra (PVC Board), 1" thick letters, painted, pin -mounted on spacers 1/2" off the face of the building, (No lighted signs are permitted on warehouse buildings), b.. Non-illuminated.reverse channel type letters, up to 3" thick with a stand off of a minimum of 1/2". o� 12" maximum letter height only for Buildings M, N,. 3501 and 3503, For Buildings L and 3502, the maximum height of the letters shall not exceed 24", (2095-0000/00101136;2) D-5 All details shown |nExhibit Cmust bafollowed bythe sign fabricator, Noexceptions Vr substitutions will boallowed, Illuminated signs orletters are not permitted. Plaque signs or signs on a panel or background of any sort are prohibited. 4. Illuminated signs must be constructed of aluminum channels and bsoks to a depth of4-1/2"-5"Interior illuminated wlthDenn. Plastic faces tohave m"aw|ite" type retainer nrexposed face edge typo construction, "J$w|ite" retainer, if utilized, must bopainted the same color amthe return orside ofthe |ottarformn. Letter tobomaximum height of12"for Buildings M, N, 3501 and 3503. For Buildings L and 3502, the maximum height of the letters shal'i not exceed O. All signs shall be a maximum length maximum length of10'oO Buildings [N N,3OO1and 3O01 Copy shall becentered oOwall from garage door toexpansion joint, separating both tenants. First line ofcopy shall be18"from top cf wall. 0. Tenants taking double occupancy shall center signs between the two garage doors follow|nQ the same criteria outlined above, Ci CENTERPo|NTAJMkCQBUILDINGS 1. All tenants are required to Install their sign on the freestanding, monument outlined in Exhibit A-9 and A-1 0 herein. 2. Sign is to be double-faced and made to the dimensions, size, position, location on site, and colors 8m specified In Exhibit A-10. Sign shall ���-tell x�0"wide per design 'in Exhibit Ar1O.Text nnsign cannot exceed i2" in overall capital letters height. 4. Care should be taken when using the company logo or brand identity to ensure compatibility with the sign and shape of. the sign panel, 5. Basic sign colors are to be as specified In Exhibit A-1 0, Text and logo colors may be per company standards. 6. All text and logos are to be applied to the sign panel byusing computer printed vinyl die -out letters and The postal ID number of the tenant's space must appear sdthe bottom nfthe signInthe location, size, type font, and color indicated in Exhibits A-9 and. Awl 0, All signsor non -illuminated. E. SPECIFIC PROHIBITIONS Note: A8yN|COisoOexisting center, signs that -exist as of January 01, 2004 will be considered to be grandfathered into this criteria, However, |nthe event of any changes, repairs, painting ornew oonmtrundonnfsigns that occur within the borders of MICC/PS Business Parks after this criteria Is In effect, August 1, 2004, need to be done incompliance with these criteria. Non -conforming signs located on properties within MICC but not owned by MICC/PS Business Parks will be considered grandfathered in, Non�onforrnlng signs located on properties owned by MICC/PS Business Parks shall be required to (2095-0000/0010113 6; 2) comply with these criteria, If any circumstances arise which conflict with these criteria then they should be submitted to MICC/PS Business Parks' management team at the Management Office located at 8216 NW 14 Street, Miami, Florida, 305,500.1515. Doo(o|onarnadebyK4|CC/P8Business Parks nOsubmissions for exceptions and/or variances tn these criteria are made onaone byone basis. The sole judge nfacceptability shall beN1|G{XPSBusiness Parks' management team. All decisions are final. 1. Examples ufsign types orsign conn. ponontm that will not be. permitted are as follows: 2, Moving orrotating signs, orsigns with moving Vrflashing lights, strobes, ||ghtraoen. n[o. 3, Signs p hltmdorattnohedoO@baokground.orp|mqWomofony0ataria|that |othen attached tne building, (plywood, etc,), 4,. Signs employing exposed raceways, ballast boxes, or transformers. G. Signs employingnurfa0n|Ump|ngofVv|roeornenntubonbetvvoon|ottoroorVvordn(vvhethernn sign panels ornn building walls). 0. Signs exhibiting the names, stamps or decals of the sign manufacturer or installer in such a way anbzbeoverly visible (with the exception if required byMiami Dade County and/or City nfDoral code). 7. Signs nfbox orcabinet type employingluminous plastic panels (light box type ak1km\.[Except an specifically allowed, BuUd1ng1QO11. 8. Signs employing luminous ornon-luminous vacuum formed type plastic letters (whether nnsign panels oron buildings). . O. Cloth, wood paper cardboard signs, stickers, decals nrtemporary painted signs around or pnexterior surfaces (d000.and/or glass) ofthe dem|aodpremises. 10. Signs that are permanently sandblasted onto the glass windows ordoors of the building, (Simulated etched glass by use of 3M v|ON etch -mark film is eomoptgb|e). 11. Signs employing the use of any sound or noise making devices or components, 12.Signs, letters, symbols, oridentification ofany nature painted directly onexterior masonry walls ofthe demIsodpremises. 13. SigOoufatnmponaryoharmctnr0rpurpnaa.|rreopootiveaftheoomponitionnrmoteMo|nfthnuiyO. 14. Outrigger signs, axted o|gnn\ roof top signs, or parapet signs, 15. Signs on any vehicle, trailer, etc,, permanently parked so as to attract attention to, a place of business. 18. Any permanent or temporary advertising device using a hot air balloon or any aerial device, illuminated ornnn^U|Vm|nndGd,shall beprohibited. 17. U[uUl|nmtad ovvn|nQa 18. Flags, banners, pennant,atroamons,arepmh|bKodexooptthoaaflagamfthoU.S~4.`Sbah»ofFlndda or Miami -Dade County displayed in anappropriate way, F. REMOVAL UPON VACATION OF PREMISES Any property owner, business owner and/or lessee's identification signs advertising a commodity or service associated with a premise shall be removed from the premises by the lessee not later than the expiration date of the lease or from the date the premises are vacated, and/or such activity has ceased to exist on the premises, Signs that are abandoned or not removed within the appropriate period will be removed by MICC/PS Business Parks at the tenant's expense, G. ELECTRICAL WORD All electrical work shall be in accordance with the requirements of all applicable Miami -Dade County and/or City of Doral building codes, as well as the applicable Electric Code and is the responsibility of each tenant, site owner or developer. b. The tenant Is responsible for all parapet, wall or roof membrane penetrations for the tenant's signs which occur either during sign installation or sign removal, and is responsible to re -seal and water proof any suchpenetrations to the satisfaction of MICC/PS Business Parks, H. PROCEDURES 1. Any sign lawfully existing as of January 01, 2004 will be subject to the following conditions and restrictions. a. If the sign Is repaired or replaced or structurally altered in any way where the repairs constitute more than 49% of the initial value of the sign then said sign shall be made to comply with these regulations. This: provision shall not prevent the routine maintenance or repair of existing signs. 2. Approval of a sign by MICC/PS Business Parks in no way relieves the tenant of the responsibility of obtaining a valid sign permit through the normal permitting procedures of the Miami• -Dade County and/or City of Doral Building and Zoning Department, 3, Tenant must submit for MICC's/PS Business Parks written approval the following plans and specifications prior to beginning any work on any signage for their site, Two copies showing elevation drawings of any and all signs, (as an individual sign or as a sign program), to a scale of 1/2"=1'-Q" showing complete sign elevations, colors, and dimensions of each. sign. Two copies of a scaled drawing at 1/4"=1'-0" scale showing the complete elevation of the building or buildings where the sign is located indicating the following; Location of sign, actual typography of sign, colors, and size of logo and/or lettering to scale, {2096-0000/00101136; 2} DM8 IL A separate scale drawing of the Individual sign or signs shown at 11/2"=V -O" scale, This drawing shall show hoscale all d|moneionm .Iettering height, total square footage ofsign, and applicable logo oo|oru, materials, etc. |U. A location site plan showing the location of any or all signs Indicating all buildings. K\ Amtructunal drawing signedand sealed byeFlorida licensed engineer atan appropriate scale meeting the South Florida and Miami Dade County and/or City of Doral Building and Zoning requirements and hurricane wind load requirements, f16Omph'for one hour) . p0e5*000/0001136;2