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R18-065 1 RESOLUTION NO. R18-O(0 5 2 3 4 A RESOLUTION OF THE CITY OF BOYNTON BEACH, 5 FLORIDA, APPROVING AND AUTHORIZING THE MAYOR TO 6 SIGN LEASE DOCUMENTS FOR TEMPORARY SPACE FOR 7 CITY SERVICES TO OPERATE DURING CONSTRUCTION OF 8 TOWN SQUARE PROJECT; AND PROVIDING AN EFFECTIVE 9 DATE. 10 11 12 WHEREAS, in preparation for the redevelopment of the Town Square project, City 13 Hall including the Police Department and Fire Station #1, Library, Civic Center and Art 14 Center need to be vacated; and 15 WHEREAS, the City will need to lease temporary space to operate from to ensure 16 uninterrupted City services; and 17 WHEREAS, staff is recommending leasing the following locations: 2045 High 18 Ridge Road for the Library; 209 North Seacrest Boulevard for the Library Annex; 3301 19 Quantum Boulevard for City Hall and 3602 — 3606 Quantum Boulevard for Police 20 Headquarters; and 21 WHEREAS, the City Commission of the,City of Boynton Beach, Florida, upon the 22 recommendation of staff, deems it to be in the best interests of the City residents to approve 23 and authorize the Mayor to sign lease documents for temporary space needed for City 24 Services to operate during construction of Town Square project. 25 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF 26 THE CITY OF BOYNTON BEACH, FLORIDA,THAT: 27 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as 28 being true and correct and are hereby made a specific part of this Resolution upon adoption 29 hereof. 30 Section 2. The City Commission hereby approves and authorizes the Mayor to 31 sign lease documents for temporary space needed for City Services to operate during 32 construction of Town Square project at the following locations: 2045 High Ridge Road for 33 the Library; 209 North Seacrest Boulevard for the Library Annex; 3301 Quantum Boulevard 34 for City Hall and 3602 — 3606 Quantum Boulevard for Police Headquarters. Copies of the S:\CA\RESO\Agreements\Lease documents for temporary space-Reso.doc 3- Leases are attached hereto as Composite Exhibit"A". 3: If necessary to accomplish the intent of acquiring the space needed for relocation of 3 City services, the Commission authorizes an assignment of Lease in lieu of a sublease on 3: one or more of the foregoing properties. Further Commission action relative to an 3• assignment in lieu of a sublease is not necessary if the material obligations of the City are 41 not substantially altered. 41 Section 3. This Resolution shall become effective immediately upon passage. 4. PASSED AND ADOPTED this /7`4 day of 47,// , 2018. 4 CITY OF BOYNTON BEACH, FLORIDA 4, 4- YES NO 4: 4 Mayor—Steven B. Grant vfh �� 4: 4• Vice Mayor—Christina L. Romelus 5' 51 Commissioner—Mack McCray 5• 5 Commissioner—Justin Katz 5, 5- Commissioner—Joe Casello 5: 5 VOTE 5: ATTEST: 5. 61t t.% 4. 6• Judi A. Pyle, CMC 6 Ci l`C�Clerk 6, 6- 6: (Corporate Seal) S:\CA\RESO\Agreements\Lease documents for temporary space-Reso.doc LEASE st THIS LEASE ("Lease") is made and entered into at Delray Beach, Florida, this 1 day of ^\l\ , f, 2018, by and between BOYNTON BOUNDLESS, L.L.C., a Florida limited liability company, hereinafter called "Landlord", with a mailing address of 6111 Broken Sound Pkwy NW, Suite 200, Boca Raton, Florida 33487 and CITY OF BOYNTON BEACH, hereinafter called "Tenant", with a mailing address of 209 N. Seacrest Boulevard, Boynton Beach, Florida 33435. 1. DEFINED TERMS. Wherever used in this Lease, the following terms shall be construed to mean as follows: (a) "Premises" shall mean the first floor of the building, along with the non-exclusive right to the use of Common Areas which are owned by the Landlord as herein shown on the survey, which is attached as Exhibit"A". (b) "Common Areas" shall mean all common facilities in and around the building (whether or not shown on Exhibit "A" or made available hereafter), including without limitation the parking area, aisles, sidewalks, loading areas, passageways, stairs, ramps, landscaping and other common service areas subject to the conditions hereinafter set forth. (c) "Lease Year" as used herein shall mean each consecutive twelve-month period beginning with the first (1St) day of June, 2018, (the "Commencement Date") and ending May 31, 2020. (d) "Rent" shall mean and include rent, Base Rent, Additional Charges, costs and expenses, sums or amounts due to the Landlord. 2. DESCRIPTION OF PREMISES. In consideration of the payment of all Rent and the performance of the covenants as hereinafter set forth, the Landlord demises unto Tenant, and Tenant leases from Landlord, subject to all conditions and easements of record, and to a non-exclusive reserved license as further described herein, for the Term and upon the terms and conditions set forth in this Lease, the Premises described as 209 N. Seacrest Boulevard, Boynton Beach, Florida and further described in Exhibit "A". 3. LEASE TERM. (a) The term of this Lease shall be for a period of two (2) years (the "Term"). The Term shall commence on June 1, 2018, and shall expire at midnight on May 31, 2020. If for any reason Tenant discontinues the use of the Premises, Tenant shall still remain liable for the performance of this Lease and the payment of the Rent under this Lease, subject to the terms of this Lease. (b) This Lease shall terminate at the end of the Term without the necessity of any notice (00225161.1 306-9905263) /`� �� - 1 Approved:Landlord Accepted:Tenant M:\Real Estate\Boynton Boundless/670.1\Lease re 209 5.1.18 clean.doc from either Landlord or Tenant to terminate the same, and Tenant hereby waives notice to vacate or quit the Premises and agrees that Landlord shall be entitled to the benefit of all provisions under this Lease respecting the summary recovery of possession of the Premises from a tenant holding over to the same extent as if statutory notice had been given. (c) In addition to any other Landlord access rights to the Premises as provided for in this Lease, for the period of three (3) months prior to the expiration of the Term, Landlord shall have the right to show the Premises and all parts thereof to prospective tenants during normal business hours. Tenant shall deliver and surrender to Landlord possession of the Premises and Personal Property upon the expiration of this Lease or its termination in any way, in as good condition and repair as the same shall be in as of the first day of the term of this Lease. (d) Anything herein to the contrary notwithstanding, the Tenant may terminate this Lease at any time by giving ninety (90) days written notice, in which case the Lease shall end on the ninety-first (91St) day from the receipt of such notice. Tenant shall be liable only for such rent through the ninety-first (91St) day and no other rent. The option to end the Lease pursuant to this paragraph 3(d) is the sole and exclusive option of the Tenant. 4. RENT. (a) The "Rent Commencement Date" shall be June 1, 2018. Tenant agrees to pay, as Rent for the use of the Leased Premises during the Term of this Lease, a total of$94,200.00, which shall be payable in equal monthly installments of$7,850.00 for the Term of the Lease Year. (b) All payments due under this Lease shall be paid monthly in advance on or before the first day of each month (the "Due Date") without reduction, abatement or set-off (except as specifically provided in this Lease), and shall be mailed or delivered to Landlord's office at the address above, or at any other address for the payment of Rent that Landlord may give notice of to Tenant. (c) Any payment due and not paid within five (5) business days of the Due Date shall bear interest retroactive from the Due Date at a rate of seventeen percent (17%) per annum until paid. In addition, the Tenant shall pay Landlord a late payment in an amount equal to ten percent (10%) of the delinquent payment if the Tenant should pay by check but such check is dishonored or otherwise returned uncollected. Landlord and Tenant agree that such interest and late charge are fair and equitable under the circumstances and do not represent a forfeiture or penalty. 5. SERVICES. Tenant shall pay before delinquency, at its sole cost and expense, all charges for water, gas, heat, electricity, power, telephone service, sewer service charges, and any and all other utilities charged or attributable to the Premises, and all other services or utilities used in, on, or about the Premises by Tenant or any of its subtenants, licensees, or concessionaires and throughout the Term of this Lease. 6. SIGNAGE. r /�J (00225161.1 306-9905263} ' % Tenant shall only display or erect such signs that have been approved by the Landlord. Tenant shall obtain all permits and licenses for such signs and such signs shall at all times and in all respects comply with applicable codes, ordinances, laws and statutes concerning same. Tenant shall not exhibit or affix any other type of sign, decal, advertisement, notice or other writing, or projection to walls or doors of the Premises or the building except for these which have been approved by the Landlord in Landlord's sole discretion. All such signs shall be installed and maintained in good condition and repair at all times, at Tenant's sole cost and expense. 7. SUBLEASE AND ASSIGNMENT. The Tenant, Tenant's legal representatives or successors in interest to any part or the whole of the Premises, shall not mortgage, pledge, encumber, franchise, assign or in any manner transfer this Lease, voluntarily or involuntarily, by operation of law or otherwise, nor shall the Tenant permit the Premises or any part thereof to be sublet, used or occupied for the conduct of any business by any third person or business entity, or for any purpose other than is herein authorized,without the prior written consent of the Landlord. 8. ALTERATIONS BY TENANT AND LANDLORD. (a) All additions, alterations, improvements and fixtures (except Tenant's movable trade fixtures and signage) in or on the Premises, whether placed there by Tenant or by Landlord, shall become Landlord's property and shall remain on the Premises at the termination of this Lease by lapse of time, or otherwise, without compensation or allowance or credit to Tenant. Tenant shall not make additions, changes, alterations or improvements to the Premises costing more than $2,500.00 in the aggregate in any one Lease Year, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Even if Landlord's consent is not required, Tenant shall give Landlord prior written notice specifying any work to be done. If Landlord grants its consent, Landlord may impose reasonable requirements as a condition of consent including without limitation the submission of plans and specifications for Landlord's prior written approval, obtaining necessary permits, obtaining insurance, prior approval of contractor (not to be unreasonably withheld) and reasonable requirements as to the manner and times in which the work shall be done. All work shall be performed in a good and workmanlike manner and shall be in accordance with plans and specifications (approved by Landlord if approval is required by the above provisions) and shall be made in accordance with all applicable laws, ordinances, and codes. If any of such work may affect the Structure of the Building or interfere with building systems or operation, Landlord may require that such work be performed under Landlord's supervision (but at no additional cost to Tenant for such supervision). The repairs shall be done in a good and workman like manner consistent with all applicable laws, rules and regulations. Tenant shall make such alterations to the Premises to keep same in compliance with all applicable laws, rules and regulations, including, without limitation, the Americans with Disabilities Act. In the event that any governmental authority directs any modification or alteration to the Premises as the result of Tenant's occupancy, Tenant shall pay for the cost of the modification or alteration. (00225161.1 3069905263( 5Btr 3 Approved:Landlord 1 \, Accepted:Tenant M:Uteal Estate\Bo on Bo s 13670.1�Ceese re 209 5.1.18 clean.doc YM (b) Pursuant to Paragraph 9 hereinbelow, Tenant shall keep the Premises and all parts of the Premises at all times free of mechanics' liens and any other lien for labor, services, supplies, equipment or material purchased or procured, directly or indirectly, by or for Tenant and all persons contracting with the Tenant for the construction or removal of any facilities or other improvements on or about the Premises, and all material men, contractors, mechanics and laborers are charged with notice that they must look only to the Tenant and to the Tenant's interests in the Premises to secure the payment of any bill for work done or material furnished at the request or instruction of Tenant. 9. CONSTRUCTION LIEN. Tenant shall keep the Premises and all parts of the Premises at all times free of mechanics' liens and any other lien for labor, services, supplies, equipment or material purchased or procured, directly or indirectly,by or for Tenant. Tenant further agrees that Tenant will promptly pay and satisfy all liens of contractors, subcontractors, mechanics, laborers, material men and other items of like character, and will indemnify Landlord against all expenses, costs and charges, including bond premiums for release of liens and attorney's fees and costs reasonably incurred in and about the defense of any suit in discharging the Premises, from any liens, judgments, or encumbrances caused or suffered by Tenant. In the event any such lien shall be made or filed, Tenant shall bond against or discharge the same within five (5) days after the same has been made or filed. It is understood and agreed between the parties that the expenses, costs and charges above referred to shall be considered as Rent due and shall be included in any lien or other claim for Rent. The Tenant shall not have any authority to create any liens for labor or material on the Landlord's interest in the Premises. All persons contracting with the Tenant for the construction or removal of any facilities or other improvements on or about the Premises, and all material men, contractors, mechanics and laborers are now charged with notice that they must look only to the Tenant and to the Tenant's interests in the Premises to secure the payment of any bill for work done or material furnished at the request or instruction of Tenant. In accordance with Florida Statutes, Section 713.10, Landlord shall have the right to post on the Premises and to file and/or record in the Public Records or court registry, as applicable, notices of non- responsibility and such other notices as Landlord may reasonably deem proper for the protection of Landlord's interest in the Premises. Tenant shall, before the commencement of any work which might result in any lien on the Premises, give Landlord reasonable written notice under the circumstances of its intention to commence work. 10. HAZARDOUS SUBSTANCES. (a) Tenant shall not bring on or permit to be brought on the Premises any hazardous substances, except normal office supplies. Tenant shall not use the Premises for the manufacture, storage, disposal or handling of any hazardous substances, and Tenant shall indemnify and hold harmless Landlord from and against any and all loss, claim, damages, liability, cost or expense, including reasonable attorney's fees actually incurred at customary hourly rates, court costs and remediation costs and expenses incurred by Landlord arising from or relating to: (i) Tenant's violation of the terms of this paragraph; and (ii) any other environmental contamination of the Premises, including, without limitation, the costs of remediation. The indemnification described here shall survive the expiration or other termination of Tenant's leasehold interest in the Premises. Tenant further agrees at all times during the term of this Lease, and on the termination {00225161.1 306-9905263} ,,` ` p 516— Approved:Landlord Accepted:Tenant M:\Real Estate\Boynton Bounf ss 13670.1\Lease re 209 5.1.18 clean.doc of the terms of this Lease, Tenant shall comply with all applicable environmental protection laws, rules or requirements, and shall promptly cure all violations thereof arising from its non- compliance, including but not limited to the preparation, delivery and/or filing with the applicable governmental authorities and with the Landlord, of all forms, certificates, notices, documents, plans and other writings, and the furnishing of such other information as may be required or requested by the Landlord, its mortgagee or any applicable governmental authority in connection with the sale, lease, transfer, mortgaging or other disposition of the building and/or lands. It is specifically acknowledged and agreed that the provisions of this paragraph shall survive the termination of this Lease,regardless of the reason or cause of termination. (b) Hazardous substances means any chemical, substance, material, controlled substance, object, condition, waste, mold, living organisms or combination thereof which is or may be hazardous to human health or safety or to the environment due to its radioactivity, ignitability, corrosivity, reactivity, explosivity, toxicity, carcinogenicity, infectiousness or other harmful properties or effects, including, without limitation, petroleum products, lead, asbestos, radon, polychlorinated biphenyls (PCBs) and all of those chemicals, substances, materials, controlled substances, objects or which are now or become in the future listed, defined or regulated by any federal, state or local law. 11. INSURANCE. (a) At all times during the Term of this Lease and any renewals of this Lease Tenant shall obtain and keep in full force and effect: (i) commercial general liability insurance, such insurance to insure against liability for bodily injury and death and for property damage in an amount which is commercially reasonable and with Landlord's prior consent to the carrier and amount and combined single limit on a per occurrence basis; further Tenant shall also maintain at all times during this lease an umbrella insurance policy in a commercially reasonable amount and with Landlord's prior consent to the carrier and amount; (ii) workmen's compensation as required by law providing statutory benefits for all persons employed by Tenant in connection with the Premises; (iii) builder's risk insurance during all periods in which Tenant is constructing alterations or additions to or within the Premises, in commercially reasonable amounts and with Landlord's prior consent to the carrier and amounts; and (iv) casualty insurance coverage on the improvements located on the Premises for the full replacement cost thereof. (b) All insurance that Tenant shall be required to effect pursuant to this provision shall be underwritten by insurance companies that are licensed or authorized to do business in and shall be in good standing with the State of Florida and rated A or better by AM Best and Company or its equivalent. All insurance contracts that Tenant is required to maintain under this Lease shall be issued for terms of not less than one year and shall contain a provision that they shall not be subject to cancellation, non-renewal or material reduction in coverage as to/the Premises unless (00225161.1 306-9905263) - k ( / 5 Approved:Landlord \ Accepted:Tenant M:1Real Estate\Boynton Boundless 13670.1Uxase re 209 5.1.18 clean.doc Landlord shall be served with a written notice not later than days prior to cancellation, non- renewal or material reduction in coverage; for purposes of the foregoing, "material reduction in coverage" shall mean change from "all-risk" casualty insurance coverage, or a material increase in deductible. (c) Landlord and Tenant agree that Landlord shall be insuring Landlord's interests as Landlord deems appropriate; provided; however, Landlord shall cooperate with Tenant to assure that insurance coverage is not duplicated. (d) Tenant is a self-insured, sovereign entity of the State of Florida, and its self-insurance limitations are provided by law. Tenant is provided with comprehensive general liability insurance through the State Risk Management Trust Fund with limits of coverage up to a maximum of$200,000 per person and $300,000 in the aggregate per occurrence, pursuant to the terms and limitations of Sections 768.28, Florida Statutes and Chapter 284, Part H, Florida Statutes, or as amended from time to time. Worker's Compensation insurance is maintained in full compliance with Florida law. Tenant shall provide Landlord or their respective designees, prior to, or during, the use or occupancy of the Premises, with a Certificate of Self-Insurance or Certificate of Insurance evidencing TENANT's self-insured Risk Management Program in accordance with Section 768.28, Florida Statutes, and/or any maintained excess property insurance applicable to this Lease Agreement. Notwithstanding any other provision set forth in this lease agreement, nothing contained herein shale be construed as a waiver of the Tenant's right to sovereign immunity under section 768.28, or other limitations imposed on the Tenant's potential liability under state or federal law. Notwithstanding anything contained in the Master Lease to the contrary, as between Landlord and Tenant only, all insurance proceeds or condemnation awards received by Landlord under the Master Lease shall be deemed to be the property of Landlord. In the event of a casualty or condemnation, Tenant shall have the right to make a separate claim for damages to Tenants personal property to the extent permitted under the Master Lease. 12. INDEMNIFICATION/HOLD HARMLESS. Landlord, its partners, representatives, agents, and their respective officers and employees, shall not be liable to Tenant, or to Tenant's officers, directors, shareholders, agents, servants, employees, customers or invitees, for any damage to person or property in or about the Premises caused by any act, omission or neglect of Tenant and its agents and their respective officers, directors, shareholders, and employees, and Tenant agrees to indemnify and hold harmless Landlord from all claims for any such damage. Tenant and its agents and their respective officers, directors and shareholders and employees shall not be liable to Landlord or to Landlord's partners, representatives, agents, servants, customers, or invitees and their respective officers and employees for any damage to person or property caused by any act, omission or neglect of Landlord, its partners, representatives and agents and their respective officers and employees and Landlord agrees to indemnify and hold harmless Tenant from all claims for any such damage. The Tenant further covenants and agrees with the Landlord that during the term of this Lease and for such other times as the Tenant shall hold or have access to the Premises, that: Landlord and its affiliates shall not be liable to the Tenant or to any other person for any claim, injury, loss or damage to any person or property on or about the Premises; and Tenant will save 100225161.1 306-9905263} 56t7 6 Approved:Landlord Accepted:Tenant M:\Real Estate\Boynton Boundless 13470.Meese re 209 5.1.18 cleandoc the Landlord harmless and indemnified from and against such claim, injury, loss or damage (including defense costs). Indemnity. Pursuant to Florida law and notwithstanding anything to the contrary herein, as a state agency of Florida, Tenant cannot and will not indemnify Landlord. Within the limits provided by law, Lessee assumes all risk of and will remain primarily responsible for personal injury and property damage attributable to the negligent acts or omissions of Sub and its officers, agents, and employees while acting within the scope of their office or employment. Notwithstanding anything to the contrary in the Agreement, Lessee does not agree to enlarge the scope of the waiver of sovereign immunity for state agencies provided in Florida Statute 768.28 and does not consent to be sued other than as provided by Florida law. The provisions of this Section 12 shall survive the expiration or earlier termination of the Master Lease and/or this Lease, except to the extent any of the foregoing is caused or by the wrongful acts of Landlord. 13. DAMAGE OR DESTRUCTION. (a) If the Premises shall be damaged by fire or other casualty but the Premises are not thereby rendered untenantable in whole or in part, Tenant shall cause the Premises to be repaired and the Rent shall not be abated. (b) If the Premises shall be damaged by fire or other casualty not attributable to the act, omission or neglect of Tenant and the Premises are rendered partially untenantable, Tenant shall cause the Premises to be repaired. In the event of partial untenantability, Base Rent and only Base Rent shall be abated proportionately. In the event that the structural damage shall exceed Fifty Thousand ($50,000.00) Dollars, then the parties agree that the Premises are rendered wholly untenantable and the Landlord or Tenant shall have the option to terminate the Lease as set forth below. (c) Tenant shall not be entitled to any compensation or damages from Landlord for the loss of the use of the whole or any part of the Premises or damage to Tenant's personal property or any inconvenience or annoyance occasioned by such damage, repair, reconstruction or restoration. (d) If the Premises are rendered wholly untenantable, or if the building is damaged to the extent of more than Fifty Thousand ($50,000.00) Dollars, then in any of such events, Tenant or Landlord may elect to terminate this Lease by giving notice of such election to the other party within thirty (30) days after the occurrence of such event. If such notice is given, the rights and obligations of the parties shall cease as of the date of such notice, and Rent (other than Rent due Landlord by reason of Tenant's failure to perform any of its obligation hereunder) shall be adjusted as of the date of such termination. Tenant's option to terminate this Lease as provided in this Paragraph 13 shall be available to Tenant only if the damage by fire or other casualty is not attributable to the act, omission or neglect of Tenant. (00225161.1 306-9905263} 1 - 7 Approved:Landlord / Accepted:Tenant ,y M:\Real Estate\Boynton Boundless 13670.l\Lease re 209 5.1.18 clean.doc 14. CONDEMNATION. (a) Total Taking. If all the Premises are taken by the power of eminent domain exercised by any governmental or quasi-governmental authority, this Lease shall terminate as of the earlier of: (i) the date Tenant is required to vacate the Premises; or (ii) the date title passes to the condemning authority, and on either such date of termination, all Minimum Rent, Additional Rent, and other costs due under this Lease shall be paid to that date. The term "eminent domain" includes the taking or damaging of property by, through, or under any governmental or quasi-governmental authority, and any purchase or acquisition in lieu of such a taking, whether or not the damaging or taking is by the government or any other person. (b) Partial Taking. Tenant may terminate this Lease on three (3) months' prior written notice to Landlord for any of the following events of partial taking: (i) if more than twenty-five percent (25%) of the rentable square feet of floor area of the building on the Premises shall be taken or appropriated; or (ii) the access to the Premises is materially adversely affected. (c) Landlord reserves all rights to the entire damage award or payment for any taking by eminent domain. Tenant shall, however, have the right to claim from the condemning authority all compensation that may be recoverable by Tenant on account of any loss incurred by Tenant, including, but not limited to, loss due to removing Tenant's merchandise, furniture, trade fixtures, and equipment or for damage to Tenant's business, loss of business, and/or loss of leasehold interest; provided, however, that Tenant may claim such damages only if they are awarded separately in the eminent domain proceeding and not as part of Landlord's damages. 15. ESTOPPEL CERTIFICATE. Landlord and Tenant agree that they will from time to time, on request from each other, within ten (10) business days after notice from the other, execute and deliver to persons as the requesting party shall request, a statement certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the Lease is in full force and effect as so modified), stating the dates that Rent and other charges payable under this Lease have been paid, stating the commencement and termination dates of the current term of the Lease and stating whatever options to extend there may be in the Lease, stating that Landlord or Tenant, as applicable, is not in default under this Lease to the best of that party's knowledge after due inquiry (or if Landlord or Tenant, as applicable, have alleged a default, stating the nature of the alleged default), and further stating other matters relating to the Lease that the requesting party shall reasonably require. 1 {00225161.1306-9905263] /� l eir $ Approved:Landlord e Accepted:Tenant J[ M:1Real Estate\Boynton Boundless 13670.1\Lease re 209 5.1.18 clean.doc 16. TENANT DEFAULT. (a) It shall be a default("Event of Default")under this Lease if: (i) Tenant shall fail to pay any Rent or any other sums of money within five (5) days after receipt of written notice that the same is due; (ii) Tenant shall fail to comply with any non-monitory provision of this Lease and after receipt of written notice, fail to correct any default within twenty(20) days after written notice or if the compliance cannot reasonably be corrected within the twenty (20) day period, then Tenant shall not be deemed in default if Tenant commences a cure within twenty(20) days of the written notice and diligently pursues same to completion within thirty(30) days; (iii) the Premises shall be taken on execution or other process of law in any action against Tenant; (iv) Tenant shall become insolvent or unable to pay its debts as they become due, or Tenant notifies Landlord in writing that it anticipates either condition; (v) Tenant takes any action, or notifies Landlord in writing that Tenant intends, to file a petition under any section or chapter of the Bankruptcy Code as amended, or under any similar law or statute of the United States or any State; or a petition shall be filed against Tenant under any such statute which is not dismissed within days after the filing of it; or (vi) a receiver or trustee shall be appointed for Tenant's leasehold interest in the Premises or for all or a substantial part of the assets of Tenant and not discharged within days after the appointment of a receiver or trustee. (b) On the occurrence of any Event of Default and after the applicable notice and cure period, and subject to terms and conditions provided here, Landlord may: (i) without terminating this Lease and without entering into possession of the Premises, continue this Lease in effect and enforce all rights of Landlord and obligations of Tenant under this Lease, including the filing of suit for the collection of monthly Rent, operating charges, and all other sums due as they accrue (including attorneys' fees and other damages). Acts of maintenance or preservation, efforts to relet the Premises, or the appointment of a receiver on Landlord's initiative to protect its interest under this Lease shall not constitute a termination of this Lease or Tenant's right to possession under this Lease; (ii) re-enter and repossess the Premises, subject to notice, and any and all improvements on and additions to the Premises and remove all persons and property from the Premises by a suitable action or proceeding at law or in equity without being liable for any damages. No re-entry by Landlord shall be deemed a termination or an acceptance of a surrender of this Lease; (iii) terminate this Lease and sue Tenant for damages under this Lease which damages shall be an amount equ 1 to: {00225161.1 306-9905263E i 9 Approved:Landlord / Accepted:Tenant 36 L l M:\Real Estate\Boynton Boundless 13670.1\Lease re 209 5.1.18 clean.doc (A) the sum of all amounts due under this Lease to the date of termination;plus (B) the aggregate Rent remaining over the unexpired portion of the Term plus the reasonable cost to Landlord for any repairs and other costs of reletting, all reduced to present value using a discount rate equal to the interest rate of a governmental security having a maturity closest to the then current expiration of the Term; less (C) the aggregate fair net rental value of the Premises over the remaining portion of the Term provided, however, a reasonable period of time, not to exceed six (6) months, may be considered as a leasing period by which the Premises would not be leased and therefore no income would be realized for such period reduced to present value; plus (D) Landlord's costs and expenses incurred in the enforcement of these provisions, including reasonable attorney's fees; (iv) relet any or all of the Premises for Tenant's account for any or all of the remainder of the Term or for a period exceeding the remainder of the Term, in which event Tenant shall pay to Landlord, at the times and in the manner specified by the provisions of this Lease the Rent accruing during the remainder, less any Rent received by Landlord, with respect to the remainder, from the reletting, as well as the cost to Landlord of any reasonable attorney's fees actually incurred, or for any repairs or cost of reletting or other action (including those taken in exercising Landlord's rights under any provision of this Lease) taken by Landlord on account of the Event of Default, but in no event shall Landlord be liable in any respect for failure to relet the Premises after good faith efforts to do so or in the event of reletting, for failure to collect the Rent under this Lease. Any sums received by Landlord on a reletting in excess of the Rent reserved for this Lease shall belong to Landlord; (v) cure the Event of Default in any other manner(after giving Tenant written notice of Landlord's intention to do so except in the case of emergency), in which event Tenant shall reimburse Landlord for all expenses reasonably incurred by Landlord in doing so plus ten percent (10%) of the expenses to cover Landlord's administrative costs and expenses, plus interest on all of the foregoing at the rate of seventeen percent (17%) per annum, which expenses and interest shall be additional Rent and shall be payable by Tenant immediately on demand by Landlord; and/or (vi) pursue any combination of these remedies and/or any other remedy available to Landlord on account of the Event of Default at law or in equity. (c) If legal proceedings are instituted, and a compromise or settlement shall be made, it shall not be constituted as a waiver of any subsequent breach of any covenant, condition or agreement contained in this Lease. All such remedies of Landlord shall be cumulative, and in addition, Landlord may pursue any other remedies that may be permitted by law or in equity. Forbearance by Landlord to enforce one or more of these remedies on an event of default shall not be deemed or construed to constitute a waiver of the default. {00225161.1 306-9905263} a!'11 10 Approved:Landlord , Accepted:Tenant Sfi6 M:\Real Estate\Boynton Boundless 13670.1\Lease re 209 5.1.18 clean.doc 17. USE. (a) The Tenant shall use the Premises for office use only and for no other purpose whatsoever. Tenant shall comply with all present and future laws or ordinances applicable to the Premises and shall not commit or suffer waste on the Premises, or use or permit anything on the Premises which may be illegal, or constitute a private or public nuisance, or conflict with or invalidate or increase the cost of any of Landlord's hazard, fire, liability and extended coverage insurance, or which may be dangerous to persons or the property. Tenant, its agents, employees, patients, customers or invitees shall not: (i) smoke tobacco or other similar product within the building on the Premises; and (ii) loiter or lounge within the Common Area or outside the building on the Premises. (b) Tenant acknowledges and agrees that Tenant is solely responsible for obtaining all permits for use of the Premises and any governmental approvals at Tenant's sole cost and expense. Landlord makes no representation or warranty as to the permissibility of Tenant's intended use or as to which permits or governmental approvals Tenant will need to obtain to operate in the Premises as Tenant intends. Tenant understands, acknowledges and agrees that it is assuming the risk in entering into this Lease as to the obtaining of permits and governmental approvals for its intended use of the Premises. 18. RENEWAL OPTION. (a) Provided Tenant has not been in default under this Lease beyond applicable cure periods, Tenant shall have two (2) independent options to renew (the "Option Terms"). The Fixed Rent during each one of the Option Terms shall be One Hundred and Two Thousand Dollars ($102,000.00) per year, payable in equal monthly installments of Eight Thousand Five Hundred Dollars ($8500.00)per month. (b) The Tenant, in exercising the option to renew granted hereunder, shall give Landlord written notice no later than three (3) months prior to the upcoming expiration of the Lease. All other terms and conditions of the Lease shall remain for the Option Term except that the Security Deposit shall be increased and paid before the expiration of the Initial Term of the Lease so that it shall equal one full months' Rent as established pursuant to the Option Terms. 19. HOLDING OVER. In the event of holding over by Tenant without Landlord's written consent Tenant shall pay Rent equal to one hundred fifty percent (150%) of the applicable Rent plus other sums due from time to time under this Lease. Possession by Tenant after the expiration of this Lease shall not be construed to extend its Term. 20. NO OFFER. The submission of this Lease by either party to the other for review shall not be considered an offer to enter into this Lease and the submission shall not bind either party in any way until both Landlord and Tenant have each executed and delivered to each other duplicate originals of this Lease. �. {00225161.1 306-9905263) � y/ /J[ 11 Approved:Landlord (1 Accepted:Tenant M:\Real Estate\Boynton Boundless 13670.1\Lease re 209 5.1.18 clean doe 21. NO CONSTRUCTION AGAINST DRAFTING PARTY. Landlord and Tenant acknowledge that each of them and their respective counsel have had an opportunity to review this Lease and that this Lease shall not be construed for or against either party merely because that party prepared or drafted this Lease or any particular provision of it. 22. SEVERABILITY. If any provision of this Lease or the application of this Lease to any person or circumstance shall to any extent be or become illegal, invalid or unenforceable, the remaining provisions of this Lease, or the application of that provision to other persons or circumstances, shall not be affected by the illegality, invalidity or unenforceability, and each remaining provision of this Lease shall be valid and enforceable to the fullest extent permitted by law. 23. TIME OF THE ESSENCE. Time is of the essence with respect to all required acts of Tenant and Landlord and each provision of this Lease. 24. BROKERAGE COMMISSIONS. Landlord and Tenant warrant and represent that they have not dealt with any real estate broker or salesman in connection with this Lease except Mr. Keith O'Donnell c/o Avison Young (the "Broker"). Landlord agrees to compensate the Broker. Tenant represents, Tenant has dealt with no other person or entity which would create any liability for the payment of a commission by the other party. The party who breaches this warranty shall defend, hold harmless, and indemnify the non-breaching party from any claims or liability arising from the breach. 25. AUTHORITY TO EXECUTE LEASE. Tenant represents and warrants that this Lease has been duly authorized, executed and delivered by and on behalf of Tenant and constitutes the valid, binding, and enforceable agreement of Tenant in accordance with the terms of this Lease. Landlord represents and warrants that Landlord is the owner of fee simple title to the property on which the Premises is located, this Lease has been duly authorized, executed and delivered by and on behalf of Tenant, and constitutes the valid, binding and enforceable agreement of Landlord in accordance with the terms of this Lease. 26. NOTICES. (a) All notices, demands, consents and approvals which may be or are required to be given by either party to the other hereunder shall be in writing and shall be deemed to have been fully given and received upon actual delivery (or refusal to accept delivery) to the address of all parties designated to receive notice as set forth below or to such other place as the party to be notified may from time to time designate by at least ten (10) business days notice to the other parties. Notices, demands, consents and approvals shall be deemed properly given only by: (a) {00225161.1 306-9905263) \ 364- IZ Approved:Landlord \ ` Accepted:Tenant M:\Real Estate\Boynton Boundless 13670.1\Lease re 209 5.1.18 clean.doc personal delivery; or (b) sent by Federal Express or other nationally-recognized overnight delivery service; or (c) deposit in the United States mail certified, return receipt requested with postage prepaid. Until changed in the manner set forth above, the addresses for notice are as follows: If to Landlord: Boynton Boundless, L.L.C. Attn.: Michael S. Weiner 6111 Broken Sound Pkwy NW, Suite 200 Boca Raton, FL 33487 Telephone: (561)237-6819 mweiner@ssclawfirm.com If to Tenant: City of Boynton Beach Attn.: Telephone: (561) Email: (b) In addition to the means set forth in this Paragraph 26(a) above, any notice, demand, consent or approval which may be or are required to be given by either party to the other hereunder, may be alternatively delivered and shall be deemed to have been fully given and received by the receipt of electronic communications commonly known as "email," provided confirmation of receipt of such email is obtained by the notifying party. If email transmissions are to be sent, then they are to be sent to Landlord at mweiner@ssclawfirm.com and to Tenant at 27. CARE,CONDITION, MAINTENANCE & REPAIRS OF PREMISES,ACCESS. (a) Tenant acknowledges that Tenant has examined the condition of the Premises and agrees to take possession of and accept same in it's "AS IS, WHERE IS" condition. Tenant agrees that no representations with respect to the condition of the Premises or with respect to the condition of any plumbing, electrical, heating, ventilating, air-conditioning, cooling or refrigeration equipment or any other mechanical equipment or apparatus located in the Premises have been made by Landlord or its agents, and that Landlord shall not be bound by any promises or agreements to decorate, alter, repair, modify, maintain or improve the Premises, unless such promises or agreements are expressly set forth in this Lease. (b) Tenant shall, at Tenant own cost and expense, keep and maintain the interior of the Premises and all of the improvements located therein, including, without limitation, floors, ceilings and walls (excluding, however, the Structure of the Building as defined in Section 27(d) below) doors and windows, all plumbing fixtures, lighting, electrical, heating, plumbing, air-conditioning, cooling, ventilating and refrigeration equipment and all other landscaping equipment, apparatus and appurtenances within the Premises, in good condition, order, maintenance and repair, repairing or replacing any of same with materials of the same or better quality as originally used and causing said repairs to be done in a good and workmanlike manner, and will keep the Premises in a clean, healthful and safe condition {00225161.3 306-9905263} 3 ar 13 Approved:Landlord ; \ Accepted:Tenant M:Uteal Estate\Bom ton Boundless 13670.1\Lease re 2009 5.1.18 clean.doc and in accordance and in compliance with all applicable laws, ordinances and other governmental regulations, orders and directions during the term of this Lease. This obligation to keep and maintain the Premises includes, but is not limited to landscaping, pest control, and general cleaning of the Common Area. Upon the termination of this Lease, in any way, Tenant will yield up the Premises to Landlord in good condition and repair as the Premises and Personal Property was in on the first day of the Term of the Lease; and Tenant will deliver the keys therefor at the place of payment of Rent. Should Tenant fail or neglect to make such repairs, restoration or replacement promptly with or without notice from Landlord to do so, Landlord shall have the right to make all such necessary repairs, restorations or replacements at Tenant's expense and the costs incurred by Landlord in connection therewith shall become Additional Charges. (c) Additionally, any damage to, or destruction of, or repairs or replacements to or with respect to the Premises, caused, arising out of or necessitated directly or indirectly by or attributable to any act or omission of Tenant or any agent, servant employee, or invitee of Tenant shall be promptly repaired, restored or replaced by Tenant at Tenant's sole cost and expense. Should Tenant fail or neglect to make such repairs, restoration or replacement promptly with or without notice from Landlord to do so, Landlord shall have the right to make all such necessary repairs, restorations or replacements at Tenant's expense and the costs of such shall become Additional Charges. (d) Landlord, at its sole cost and expense, shall keep and maintain the roof and the exterior structure of the building on the Premises (the foregoing collectively, the "Structure of the Building"). The Structure of the Building is Landlord's sole responsibility; all other maintenance, repair or upkeep is Tenant's responsibility. (e) Tenant shall take, and shall have full responsibility for taking, all precautions in connection with preparation of the Premises prior to any severe storm or hurricane touching down within one hundred (100) miles of Boynton Beach, Florida, including without limitation: (i) establish hurricane and storm protective procedures for the Premises and its contents; (ii) bring outdoor objects indoors; (iii) remove antennae and loose objects from the roof; and (iv) apply, if appropriate, hurricane shutters to the Premises and close all curtains and blinds. 28. EARLY OCCUPANCY. Tenant shall have the right to enter the Premises from and after the mutual execution of this Lease to install furniture, fixtures and equipment and otherwise prepare the Premises for occupancy (collectively the `Early Entry Activities"). If Tenant enters into possession of the Premises prior to the Rent Commencement Date or permits its contractors to enter the Premises prior to the Rent Commencement Date, it shall be for Early Entry Activities only. Such occupancy shall not affect the Rent Commencement Date or result in the imposition of any additional rental obligations of Tenant. Tenant acknowledges, understands and agrees that Landlord shall be doing no work in connection with readying the Premises for Tenant's occupancy and that Tenant has taken the Premises in "AS IS/WHERE IS" condition as set forth in Paragraph 27. {00225161.1 306-9905263 gi- 14 Approved:Landlord Accepted:Tenant M:Uteal Estate\Boynton Boundless 13670.1,\Lease re 209 5.1.18 clean.doc 29. MULTI-TENANT BUILDING. Tenant acknowledges, understands and agrees that the second floor of the building in which the Premises is located is occupied by another tenant and that ingress and egress to the second floor for this Tenant is via an exclusive stairway at the rear of the building and a common stairway that exits into a common foyer at the front of building. Tenant understand that the Premises is subject to a license in favor of the second floor tenant allowing the tenant, its employees, and business invitees to use such stairways for ingress and egress to their second floor premises. 30. SECOND FLOOR OPTION (a) Subject to availability, the Tenant shall have the option to rent the second floor of the building in which the Premises is located in addition to the first floor. Tenant acknowledges that the second floor is presently occupied by another tenant. Landlord shall notify Tenant upon receiving notice from the present second floor tenant that present second floor tenant is vacating the second floor and after receipt of such notice, Tenant shall have thirty (30) days to exercise the option granted herein. Rent shall be an additional Two Thousand Six Hundred Fifty Dollars ($2650.00) per month if such option is exercised during the original Term of this Lease. If Tenant is occupying the second floor during the Option Term of this Lease, or exercises this option to rent the second floor during the Option Term, then Rent during such Option Term shall be an additional Three Thousand Dollars ($3000.00) per month. The option to rent the second floor of the building may only be exercised, and occupancy of the second floor continued, if the Tenant is occupying and renting the first floor. (b) Upon exercise of the option by Tenant, Tenant shall pay Landlord the appropriate amount agreed to first month's rent, last month's rent and one month's rent as security deposit as described in Section 32 with regard to the first floor of the building. 31. QUIET ENJOYMENT. Landlord covenants and agrees, provided Tenant pays all Rent and performs the terms and conditions of this Lease as and when required, to take all necessary steps to secure to Tenant and to maintain for the benefit of Tenant the quiet and peaceful possession and enjoyment of the Premises and all rights appurtenant thereto, for the term of this Lease, without disturbance, hindrance or molestation by Landlord or any other person claiming title to the Premises or any part of the Premises by through or under Landlord, and Landlord warrants and forever agrees to defend Tenant's interest under this Lease against the claims of any and all persons claiming title to the Premises or any part of the Premises by through or under Landlord. 32. SECURITY DEPOSIT. (a.) Simultaneously with the execution of this Lease, Tenant shall pay to Landlord a sum equal to the first month's rent, the last month's rent and a security deposit equal to one month's rent. The security deposit and last month's rent shall be held by Landlord without interest and without segregation as to the full and faithful performance by Tenant of the terms and conditions of this Lease. Landlord may use all or any part of the security deposit as is necessary to cure (00225161.1306-9905263) 15 Approved:Landlord,./ Accepted:Tenant M:\aeal Estate\Boynton Boundless 13670.1\Lease re 209 5.1 18 cleandoc any default of Tenant under this Lease and in that event and a portion or all of such security deposit is used for such purpose, Tenant shall within fifteen(15) days after notice from Landlord replace such portions or all of such funds as may be expended by Landlord. In the last month of the Lease, provided, Tenant is not in default, the payment of rent for the last month's rent shall be applied to such amount then due. At the expiration of this Lease, the security deposit shall be returned to tenant without interest provided Tenant has returned the Premises to Landlord and has not otherwise been in default of this Lease, including but not limited to a default for the non-payment of rent. (b.) In the event Tenant exercise the option to rent the second floor of the building, at the time of the exercise of such option, Tenant shall pay to Landlord an additional sum equal to the last month's rent for the second floor and a security deposit equal to on month's rent for the second floor. The security deposit and last month's rent shall be held by Landlord on the same terms and conditions as the original security deposit and last month's rent deposit paid at the time of the original execution of the Lease. 33. ENTIRE AGREEMENT. This Lease contains the entire agreement between the parties with respect to its subject matter and negotiations relating to its subject matter, and this Lease supersedes all previous letter agreements. This Lease may be amended only by subsequent written agreement between the parties. Except for those that are set forth in this Lease, no representations, prior written or oral promises, warranties or agreements made by Landlord or Tenant shall be applicable to this Lease. 34. GOVERNING LAW VENUE. This Lease shall be governed by and shall be construed and interpreted in accordance with the laws of the State of Florida and venue for any action shall be in Palm Beach County,Florida. 35. ATTORNEY'S FEES/COLLECTION COSTS. In the event Tenant or Landlord defaults in the performance of any of the terms, covenants, agreements or conditions contained in this Lease or in the event Landlord places the enforcement of this Lease for the collection of any Rent due or to become due, or the recovery of possession of the Premises in the hands of an attorney, or in the event either party files suit against the other, with respect to the enforcement of its rights under this Lease, Tenant and Landlord agree that the prevailing party shall be entitled to be reimbursed by the non-prevailing party for all reasonable attorney's fees, expert witness fees, paralegal fees and court costs incurred by the prevailing party. All costs charged to or incurred by Landlord in the collection of any amounts owed pursuant to this Lease, including reasonable attorney's fees and court costs, shall be paid by Tenant; and, at the option of Landlord, shall be deemed to be additional Rent under this Lease and shall be due from Tenant to Landlord on the first day of the following month. (00225161.1 306-9905263) 16 55A- Approved:Landlord \ Accepted:Tenant M:\Real Estate\Boynton Boundless Lease re 209 5.1.18 clean.doc 36. RADON GAS. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county health department. 37. CONFIDENTIALITY. Each party to this Lease agrees not to disclose the economic terms of this Lease except as each party respectively determines to be necessary for the conduct of its business. Neither party shall issue any press releases pertaining to this Lease or containing the economic terms of this Lease without the prior written consent of the other party. 38. MEMORANDUM OF LEASE. Tenant shall not permit, allow or cause this Lease, or any amendment to this Lease, to be recorded in any public registry or office of register of deeds. Landlord may record a memorandum in the Public Records to preserve its rights pursuant to Paragraph 9 hereinabove. 39. WAIVER OF THE RIGHT TO TRIAL BY JURY. LANDLORD AND TENANT KNOWINGLY AND INTENTIONALLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING THAT LANDLORD OR TENANT MAY INSTITUTE AFTER THE EXECUTION OF THIS LEASE AGAINST EACH OTHER WITH RESPECT TO ANY MATTER ARISING OUT OF OR RELATED TO THIS LEASE OR THE PREMISES. 40. COVENANT AGAINST WITHHOLDING RENTAL. Notwithstanding any other provisions contained in this Lease or any extensions, modifications or renewals of this Lease, it is understood and agreed that in the event of default in performance of any agreement, condition, or other provisions to be performed by the Landlord, or if for any other reason Tenant might be entitled to any reimbursement from Landlord, in no event shall Tenant deduct or withhold any such amount from rental payments due Landlord pursuant to the rental provision of this Lease, if Sent. 41. MONTHLY RENTAL STATEMENTS. The Landlord shall not be required to send to Tenant monthly statements for rentals due or to become due under the terms and conditions of this Lease. However, past due reminders shall be considered notice under Paragraph 16(a)(i) of this Lease. {00225161.1306-9905263) / CiLf- 17 L. Approved:Landlord r' Accepted:Tenant M:\Real Estate\Boynton Boundless 13670.1\Lease re 209 5.1.18 clean.doc 42. PARTIAL INVALIDITY. If any term or provision of this Lease or the application of any term or provision of this Lease to any party or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of that term or provision to parties or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected by the invalidity or unenforceability, and each term and provision of this Lease shall be valid and enforceable to the fullest extent permitted by law. 43. DEFINITION OF AND LIABILITY OF LANDLORD. The term "Landlord" as used in this Lease means only the owner for the time being of the Premises or the owner of a leasehold interest in the Premises so that in the event of sale of the Premises or an assignment of this Lease, or a demise of the Premises, Landlord shall be entirely freed and relieved of all obligations of Landlord under this Lease, and it shall be deemed without further agreement between the parties and the purchaser(s), assignee(s) or Tenant(s) that the purchaser, assignee or Tenant has assumed and agreed to observe and perform all obligations of Landlord under this Lease. It is specifically understood and agreed that there shall be no personal liability of Landlord in respect to any of the covenants, conditions or provisions of this Lease. In the event of a breach or default by Landlord of any of its obligations under this Lease, Tenant shall look solely to the equity of Landlord in the Premises for the satisfaction of Tenant's remedies. 44. ACCORD AND SATISFACTION. No payment by Tenant or receipt by Landlord of a lesser amount than any payment of Rent herein stipulated shall be deemed to be other than on account of the earliest stipulated Rent, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as Rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such Rent or pursue any other remedy provided for in this ease or available at law or in equity. 45. WAIVER OF COVENANT OR CONDITION. The failure of Landlord to insist on strict performance of any of the covenants or conditions of this Lease or to exercise any option conferred in this Lease in any one or more instances shall not be construed as a waiver or relinquishment for the future of any such covenants, conditions or options,but the same be and remain in full force and effect. 46. COUNTERPARTS: FACSIMILE SIGNATURES. This Lease may be executed in multiple counterparts, each of which shall be deemed an original but all of which, together, shall constitute but one and the same instrument. This Lease shall be effective when the parties have forwarded their respective signatures by facsimile either to the other party or to the other party's counsel. Facsimile signatures shall have the same legal effect as original signatures. 100225161.1 306-9905263) ! ;') 18 Si5fr Approved:Landlord 7A, Accepted:Tenant M:\Real Estate\Boynton Boundless 13670.1\Lease re 209 5.1.18 ckan.doc IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the day and year first above-written. WITNESSES: LANDLORD: ..' f / BOYNTON BOYNDLESS, L.L.C., a Florida limited liabi4ty company i By ' Print ;./ Print Nae: -A,,, r,i,,, .-- Michkl S. WeO'r, Man ger I raillex_o____ Print Name: 124c2.4- 6e.I WITNESSES: TENANT: CITY 0 - ,B0 ' TON B ACH ---1 .. f S7°.'--------- I _ ° B lone y: Print Name: AllthaillEIP' IS _.....r.1.,.. diro..::—....... ._....L-1.14..romp"--. Pnnt Name: SHAYLA ELLIS App. il I . //i FOR ' 4 iag 11 tir OrSTATE OF FLORIDA 0 'Attorney COUNTY OF PALM BEACH iSk The foregoing instrument was acknowledged before me this % day of MA.), 2018, by Michael S. Weiner, Manager of BOYNTON BOUI4 NDSS, L.L.C., a lorida limited iability company, on behalf of the company, who is personally Icnu'wu to me. siesaueponmnakaptinAupepuoe ............ ' / i, —) malt AxIIIKPA:SMId)3 I 0VIt; 4 , . I; I 171,6091 Se 8 NOISSOW400 Art ri v P.i i A31SV9 ANVAAll .."=%giAl Signature ofiNptary Nblic „'7 .,., ...--_,... . / / My Commission Expires: 1 i TI FFANY EASLEY I I Atir117.':V% ,,t,„i ,,, t:i MY COMMISSION 8 GG 180914 zszt-'' .: x EXPIRES:February 16,2022 %tee, Bonded Tbru Notary Public Underwriters (00225161.1 306-9905263) -, / \\ 56/7- 19 Approved:Landlord / 1 ,.. Accepted:Tenant MAReal Estate\Boynton Boundless 13670.1\Lease re 209 5.1.18 clean.doc STATE OF FLORIDA COUNTY OF PALM BEACH The for going instrument wa acknowledged before me this / f Tday of Ai , 2018, by _ 00/1) A.(i24Nr as Mi¢y 02 City of Boynton Beach, who has poduced his driver's license as identification. / Sign401% o otary Public My Commission Expires: ,fii i:, .• LYNN M.SWANSON *i -•u .,; MY COMMISSION#GG 150313 _ ,-..:cl EXPIRES:November 17,2021 '''or r?Q Bonded Thru Notary Public Undenttltera 'f {00225161.1306-9905263} , 1 20 Approved:Landlord . vy Accepted:Tenant M:Uteal Estate\Boynton Boundless 13670.1V.ease re 209 5.1.18 clean.doc EXHIBIT "A" \• p� a* 1'p i.' -.. -.i ' "•-7. 164714-1.-""LI ti•. r �lr s— 'tiD•1h: 'I j 'i yl�Q'� 41'6 I10113 fol. ;114::.,11,11 AV 4.V We/7 • 1* ir litkitif# * ## 4.4 i . _Aft •r el:liffk*:::11“&f/ .-7,111 11 it- t*' IIP +4*. r+ * {Y ,. : N , , , A 0 /, Li,40,4 4, 1Agqk ,. . 1 fa z.,1.;°_,._evglf___ 3 LVAIririik nt,,viiir, , fp, P I 11 " . Iti :\ Tk• 'i !‘ AY.41107 I 1/ •.. ' ' ' ' •. /:' ''' . el1;4kil i i .:41::--;c4 - irq&NV' ' ,./ial to' 10' 10' fAti •44'.1 .1' 74 ' : 1 ' 0414.411P,'`WP; I*. : 6.'l ' IF t _ i l41 yr s.�wr�� �G i ./���•., )�o�lt��a I.r PP1,Ki }�1a, / , , . - � .• I i -,1\ �� r �.� lo N Io { 1°•�. `.,Q) 4 .. ;i .40 f64i14" 11'11. I .Iii � 1 --r.__,__,..__—,-i---L-1-----------:-;--c.-p-,-L-,::--,,i,, .. s' f8 i ���`'D: _ 16 1� 6C 4.1- 4'"-r. clrfr4lt 71.88'; kl :� I_l e 4001 ��.►,�' Il n1 4- 11.''j I 9`�'/ N.w. IsrAYE, ; - - o✓T Peak's es G r.a... v1146 • I 't+ps-r E..ao ti* : F fi &t t't_ t I D / ' r gi4.--- (00225161.1306-9905263} ,/,, 21 Approved:Landlord / \ Accepted:Tenant M:\Real Estate\Boynton Boundless 13670.1U.ease re 209 5.1.18 clean.doc 00D0015 05/16/17 DR-14 Consumer's Certificate of Exemption R.10/15 Issued Pursuant to Chapter 212,Florida Statutes FLORIDA 85-8012621544C-0 07/31/2017 07/31/2022 j MUNICIPAL GOVERNMENT Certificate Number Effective Date Expiration Date Exemption Category This certifies that CITY OF BOYNTON BEACH 100 E BOYNTON BEACH BLVD BOYNTON BEACH FL 33435-3838 Is exempt from the payment of Florida sales and use tax on real property rented,transient rental property rented,tangible personal property purchased or rented, or services purchased. DR-14 Nil Important Information for Exempt Organizations R.i0/15 FLORIDA 1. You must provide all vendors and suppliers with an exemption certificate before making tax-exempt purchases. See Rule 12A-1.038, Florida Administrative Code(FA.C.). 2. Your Consumer's Certificate of Exemption Is to be used solely by your organization for your organization's customary nonprofit activities. 3. Purchases made by an Individual on behalf of the organization are taxable,even If the Individual will be reimbursed by the organization. 4. This exemption applies only to purchases your organization makes. The sale or lease to others of tangible personal property,sleeping accommodations,or other real property Is taxable. Your organization must register, and collect and remit sales and use tax on such taxable transactions. Note: Churches are exempt from this requirement except when they are the lessor of real property(Rule 12A-1.070, FAC.). 5. it Is a criminal offense to fraudulently present this certificate to evade the payment of sales tax. Under no circumstances should this certificate be used for the personal benefit of any Individual. Violators will be liable for payment of the sales tax plus a penalty of 200% of the tax,and may be subject to conviction of a third-degree felony. Any violation will require the revocation of this certificate. 6. If you have questions regarding your exemption certificate,please contact the Exemption Unit of Account Management at 800-352-3671. From the available options,select"Registration of Taxes,"then "Registration Information,'and finally'Exemption Certificates and Nonprofit Entities." The mailing address Is PO Box 6480, Tallahassee, FL 32314-6480. LEASE AGREEMENT 1. Basic Lease Provisions.Parties: This Lease is made and entered into as of the/g; of , 2018 (the "Effective Date") by and between FH QUANTUM, LLC, a Florida limite liability company ("Landlord"), and the CITY OF BOYNTON BEACH ("Tenant") 1.1 Premises: Ground Floor, as shown on Exhibit "A" attached hereto (the "Premises"). 1.2 Rentable Square Footage of the Premises: 23,000 square feet; subject to the parties' right to measure the square footage as set forth in Section 2.3 herein. 1.3 Building Address: 3301 Quantum Blvd., Boynton Beach, FL 33426. 1.4 Permitted Use: General office use, subject to the requirements and limitations contained in Section 6. 1.5 Term: Twenty-four(24) months from the Rent Commencement Date. 1.6 Commencement Date: Shall mean July 1, 2018. 1.7 Rent Commencement Date: Shall mean August 1, 2018. 1.8 Base Rent: Tenant shall pay Base Rent during the Term of the Lease as follows: Term Lease Period in Rent Per Squafe Foot Annual Base Rent Monthly Base Months (RSF) Rent Initial Lease 24 $16.00 $368,000.00 $30,666.67 Term First Option 6 $16.48 $379,040.00 $31,586.67 Period Second 6 $16.97 $390,310.00 $32,525.83 Option Period 1.9 Base Rent Paid Upon Execution: $30,666.67 for the first full month of the Term. 1.10 Security Deposit: N/A. 1.11 Tenant's Share: Tenant's Share of the Building is 25% 1.12 Omitted. 1.13 Real Estate Brokers: Landlord: Cushman& Wakefield of Florida, LLC (00225102.1306-9905263) 1 MIA 186217473v3 Tenant: Avison Young 1.14 Attachments to Lease: Exhibit A - "Premises" and Exhibit B - "Rules and Regulations". 1.15 Addresses for Notices: Landlord: FH QUANTUM, LLC 200 S. Park Road, Suite 425 Hollywood, FL 33021 Tenant: City of Boynton Beach 3301 Quantum Blvd. Boynton Beach, FL 33426 1.16 Interpretation. If there is a conflict between the Basic Lease Provisions and the other terms and conditions of this Lease,the other terms and conditions shall control. 2. Premises. 2.1 Lease of Premises. Landlord hereby leases the Premises to Tenant,together with the right to use any portions of the Project,as hereinafter defined,that are designated by Landlord for the common use of tenants and others(the"Common Areas"). The"Project"consists of the building of which the Premises is a part (the "Building"), the Common Areas, the land upon which the same are located, along with all other buildings and improvements thereon or hereunder, including all parking facilities. 2.2 Acceptance. Tenant agrees to accept the Premises in its"as-is"condition existing as of the Commencement Date, unless otherwise provided in this Lease. Tenant acknowledges and agrees that Landlord shall not be obligated to construct any tenant improvements on behalf of Tenant and that Landlord has no obligation and has made no promises to make any repairs or alterations to the Premises or the Project, or to provide any allowance for such purposes. 2.3 Gross Leasable Area. At the Commencement Date, the rentable square footage (RSF)of the Premises is estimated to be the number of square feet set forth in Section 1.2. The RSF is measured from the exterior face of exterior walls, the exterior face of service corridor walls and the centerline of interior demising walls. No deduction shall be made for columns, stairs, elevators or any internal construction or equipment. Either party shall have the right to certify and/or remeasure the RSF of the Premises, and if the RSF is different from the RSF set forth in Section 1.2,the Annaul Base Rent and Monthly Base Rent shall be adjusted accordingly. 3. Term. {00225102.1 306-9905263} 2 MIA 186217473v3 This Lease shall be in full force and effect from the Effective Date and Tenant shall be entitled to possession for the purpose of making tenant improvements. Rent shall not commence until August 1, 2018 ("Rent Commencement Date"). The Tenn and Commencement Date of this Lease are as specified in Sections 1.5 and 1.6, as the same may be adjusted in accordance with the terms of a Work Letter, if any. If for any reason Landlord cannot deliver possession of the Premises to Tenant on the Commencement Date, Landlord shall not be subject to any liability therefore, nor shall such failure affect the validity of this Lease or the obligations of Tenant hereunder; provided, however, in such a case, the Commencement Date shall be extended to the date Landlord delivers possession of the Premises to Tenant. Landlord shall have reasonable access to the Premises during the last twelve(12)months of the Term for the purpose of marketing and showing the Premises to potential future tenants. 4. Rent. 4.1 Base Rent. Tenant shall pay Landlord the Base Rent for the Premises on the first day of each calendar month during the Term of this Lease in advance,without notice or demand, deduction, abatement or offset (unless expressly set forth in this Lease). It is hereby agreed that if any payment of Base Rent is not made within fifteen(15)days of the due date as above provided, Tenant shall pay Landlord a late charge of five percent (5%) of the payment not so received, the parties agreeing that said charge is a fair and reasonable charge for the late payment and shall not be deemed a penalty. At the time Tenant executes this Lease it shall pay to Landlord the advance Base Rent described in Section 1.7. Base Rent for any partial month during the Term shall be prorated. Base Rent and all other amounts payable to Landlord hereunder shall be payable to Landlord in lawful money of the United States and Tenant shall be responsible for delivering said amounts to Landlord at the address stated herein or to such other persons or to such other places as Landlord may designate in writing. All monetary obligations of Tenant to Landlord under the terms of this Lease, including, but not limited to, Base Rent, Tenant's Share of Operating Expenses, Tenant's Share of Real Property Taxes, late charges and charges for after hours HVAC shall be deemed to be rent. 4.2 Operating Expenses. For all purposes of this Lease, the following terms shall have the meanings as ascribed to them below: (a) "Operating Expenses"shall include all costs,expenses and fees incurred by Landlord in connection with or attributable to the Project, including but not limited to, the following items: (i) all costs, expenses and fees associated with or attributable to the ownership, management, operation, repair, maintenance, improvement, alteration and replacement of the Project,or any part thereof,including but not limited to,the following: (A)all surfaces,coverings, parking areas, loading and unloading areas, trash areas, roadways, sidewalks, stairways, walls, structural elements, landscaped areas, striping, bumpers, irrigation systems, lighting facilities, building exteriors and roofs, fences and gates; (B) all heating, ventilating and air conditioning equipment ("HVAC"), plumbing, mechanical, electrical systems, life safety systems and equipment, telecommunication equipment, elevators, escalators, tenant directories, fire detection systems including sprinkler system maintenance and repair; (ii) the cost of trash disposal, and security services and systems;(iii)the cost of all insurance purchased by Landlord and enumerated in section 8 of this Lease, including any deductibles(collectively, "Insurance Premiums"); (iv)the cost of water, sewer, gas, electricity, and other utilities available at the Project and paid by (00225102.1306-9905263) 3 MIA 186217473v3 Landlord (collectively "Landlord Utilities"); (v) wages and salaries of all employees engaged in operation, maintenance and security of the Project, employer's social security taxes, unemployment taxes or insurance, and any other taxes which may be levied on such wages and salaries, the cost of disability and hospitalization insurance, pension or retirement benefits, and any other fringe benefits for such employees; (vi) the actual cost of materials, supplies and tools used in managing, maintaining and/or cleaning the Project; (vii) the cost of accounting fees, management fees, legal fees and consulting fees attributable to the ownership, operation, management, maintenance and repair of the Project plus the cost of any space occupied by the property manager and leasing agent; (viii) payments made by Landlord under any easement, license, operating agreement, declaration, restrictive covenant, or instrument pertaining to the payment or sharing of costs among property owners; (ix) any business property taxes or personal property taxes imposed upon the fixtures, machinery, equipment, furniture and personal property used in connection with the operation of the Project; (x)the cost of all business licenses, any gross receipt taxes based on rental income or other payments received by Landlord, commercial rental taxes or any similar taxes or fees; (xi) transportation taxes, fees or assessments, including but not limited to, mass transportation fees, metrorail fees, trip fees, regional and transportation district fees, (xiii) all costs and expenses associated with or related to the implementation by Landlord of any transportation demand management program or similar program; (xiv) fees assessed by any air quality management district or other governmental or quasi-governmental entity regulating pollution; (xv) any non-insured hurricane related expenses, and (xvi)the cost of any other service provided by Landlord or any cost that is elsewhere stated in this Lease to be an "Operating Expense." Real Property Taxes shall be paid in accordance with section 10 below and shall not be included in Operating Expenses. If the cost incurred in making an improvement or replacing any equipment is not fully deductible as an expense in the year incurred,the cost shall be amortized over the useful life of the improvement or equipment, as reasonably determined by Landlord,together with an interest factor on the unamortized cost of twelve percent(12%) per annum. "Operating Expenses" shall not include the following: (a) expenses for repairs or other work occasioned by condemnation or fire or other casualty, to the extent reimbursed by condemnation or insurance proceeds; (b) leasing commissions; (c) interest or amortization of mortgages secured by the Building and/or the Project; (d) any expense fully reimbursed to Landlord by Tenant or any other tenant of the Building, or any expense billed to and paid directly by same for their own account or on Landlord's behalf; (e) expenses for repairs or replacements to the Building and the Project to the extent that such repairs or replacements are reimbursed by insurance proceeds; and (f) legal expenses incurred in connection with leasing the Building or enforcement of Building leases. (b) Omitted. (c) Omitted. (d) "Tenant's Share" shall mean the percentage set forth in section 1.11, which percentage has been determined by dividing the number of rentable square feet in the Premises by the total number of rentable square feet in the Project and multiplying the resulting quotient by one hundred (100). In the event that the number of rentable square feet in the Project or the (00225102 1 306-9905263) 4 MIA 186217473v3 Premises changes, Tenant's Share shall be adjusted in the year the change occurs, and Tenant's Share for such year shall be determined on the basis of the days during such year that each Tenant's Share was in effect. 4.3 Payment of Operating Expenses. (a) In addition to the payment of Base Rent, Tenant shall pay to Landlord, Tenant's Share of Operating Expenses. If less than 95% of the rentable square feet in the Project is occupied by tenants or Landlord is not supplying services to 95% of the rentable square feet of the Project at any time during any calendar year, Operating Expenses for such calendar year shall be an amount equal to the Operating Expenses which would normally be expected to be incurred had 95% of the Project's rentable square feet been occupied and had Landlord been supplying services to 95%of the Project's rentable square feet throughout such calendar year(hereinafter the "Grossed Up Operating Expenses"). Landlord's good faith estimate of Grossed Up Operating Expenses shall be applied consistently year to year. (b) Tenant's Share of Operating Expenses shall be payable by Tenant within thirty (30) days after a reasonably detailed statement of actual expenses is presented to Tenant by Landlord. At Landlord's option, however, Landlord may, from time to time, estimate what Tenant's Share of Operating Expenses will be, and the same shall be payable by Tenant monthly commencing on the Commencement Date, on the same day as the Base Rent is due hereunder. In the event that Tenant pays Landlord's estimate of Tenant's Share of Operating Expenses, Landlord shall use its reasonable efforts to deliver to Tenant within one hundred eighty (180) days after the expiration of each year a reasonably detailed statement(the "Statement") showing Tenant's Share of the actual Operating Expenses incurred during such year. Landlord's failure to deliver the Statement to Tenant within said period shall not constitute Landlord's waiver of its right to collect said amounts or otherwise prejudice Landlord's rights hereunder. If Tenant's payments under this section 4.3(b) during said year exceed Tenant's Share as indicated on the Statement, Tenant shall be entitled to credit the amount of such overpayment against Tenant's Share of any payments, including Base Rent next falling due. If Tenant's payments under this section 4.3(b) during said year were less than Tenant's Share as indicated on the Statement, Tenant shall pay to Landlord the amount of the deficiency within thirty (30) days after delivery by Landlord to Tenant of the Statement. Landlord and Tenant shall forthwith adjust between them by cash payment any balance determined to exist with respect to that portion of the last year of the Lease Term for which Tenant is responsible for Operating Expenses, notwithstanding that the Lease Term may have terminated before the end of such year; and this provision shall survive the expiration or earlier termination of the Lease. (c) The computation of Tenant's Share of Operating Expenses is intended to provide a formula for the sharing of costs by Landlord and Tenant and will not necessarily result in the reimbursement to Landlord of the exact costs it has incurred. 5. Security Deposit. Intentionally Omitted. 6. Use. {00225102.1 306-9905263} 5 MIA 186217473v3 6.1 Use. The Premises shall be used and occupied only for the Permitted Use and for no other purpose. No exclusive use has been granted to Tenant hereunder. 6.2 Compliance with Law. Tenant shall, at Tenant's sole expense, promptly comply with all laws,statutes,codes,ordinances,orders,covenants,restrictions or record,rating bureaus or governmental agencies,rules and regulations of any municipal or governmental entity whether in effect now or later, including, the Americans With Disabilities Act and all federal, state and local laws and regulations governing occupational safety and health ("Law(s)") regarding the operation of Tenant's business and the use, condition, configuration and occupation of the Premises. Tenant shall conduct its business and use the Premises in a lawful manner and shall not use or permit the use of the Premises or the Common Areas in any manner that constitutes waste or a nuisance or shall unreasonably disturb other occupants of the Project. Tenant shall obtain, at its sole expense, any permit or other governmental authorization required to operate its business from the Premises. Landlord shall not be liable for the failure of any other tenant or person to abide by the requirements of this Section or to otherwise comply with applicable Laws, and Tenant shall not be excused from the performance of its obligations under this Lease due to such a failure. 7. Maintenance, Repairs and Alterations. 7.1 Landlord's Obligations. Landlord shall keep and maintain in good repair and working order and perform maintenance upon the (a) structural elements of the Building; (b) mechanical (including HVAC), electrical, plumbing and fire/life safety systems serving the Building in general; (c) Common Areas; (d) roof of the Building; (e) exterior windows of the Building;and(f)elevators serving the Building. Landlord shall promptly make repairs for which Landlord is responsible. Tenant expressly waives the benefits of any statute now or hereafter in effect which would otherwise afford Tenant the right to make repairs at Landlord's expense or to terminate this Lease because of Landlord's failure to keep the Project in good order,condition and repair. In the event Tenant shall provide written notice to Landlord of the need to repair any structural,mechanical,roof areas,or exterior windows,Landlord shall be required to commence repairs within three(3)calendar days after receiving written notice from Tenant of such repairs. 7.2 Tenant's Obligations. (a) Tenant shall,at its sole cost and expense,promptly perform all maintenance and repairs to the Premises that are not Landlord's express responsibility under this Lease and shall keep the Premises in good condition and repair,reasonable wear and tear excepted. Tenant's repair and maintenance obligations include,without limitation,repairs to: (a)floor coverings; (b)interior partitions; (c) doors; (d) the interior side of demising walls; (e) electronic, fiber, phone and data cabling and related equipment that is installed by or for the exclusive benefit of Tenant (collectively, "Cable"); (f) supplemental air conditioning units, kitchens, including hot water heaters, plumbing, and similar facilities exclusively serving Tenant; (g)janitorial service in the Premises; and (h) Alterations. If Tenant fails to keep the Premises in good condition and repair, Landlord may,but shall not be obligated to,make any necessary repairs. If Landlord makes such repairs, Landlord shall bill Tenant for the cost of the repairs as additional rent, and said additional rent shall be payable by Tenant within thirty(30) days. {00225102.1 306-9905263) 6 MIA 186217473v3 (b) On the last day of the Term hereof, or on any sooner termination, Tenant shall remove all Tenant's Property, as hereinafter defined, Cable and all designated Required Removables, as hereinafter defined, from the Premises and quit and surrender the Premises to Landlord, broom clean, in the same condition as received, ordinary wear and tear and damage which Landlord is obligated to repair hereunder excepted. Tenant shall repair any damage to the Premises occasioned by the installation or removal of Tenant's Property, Cable and Required Removables. Tenant shall leave the electrical distribution systems, plumbing systems, lighting fixtures, HVAC ducts and vents, window treatments, wall coverings, carpets and other floor coverings, doors and door hardware, millwork, ceilings and other tenant improvements at the Premises and in good condition, ordinary wear and tear excepted. 7.3 Alterations and Additions. (a) Tenant shall not make any alterations, repairs, additions or improvements or install any Cable(collectively referred to as "Alteration(s)") in, on or about the Premises or the Project without Landlord's prior written consent, which may be given or withheld in Landlord's sole discretion. (b) All approved improvements(with the exception of security systems located within the Premises and servicing the Premises)in and to the Premises, including any Alterations, shall remain upon the Premises at the end of the Term without compensation to Tenant, provided that Tenant,at its expense,in compliance with the National Electric Code or other applicable Laws, shall, on or before the expiration of the Term, remove any Cable. Tenant shall pay,when due, all claims for labor or materials furnished or alleged to have been furnished to or for Tenant at or for use in the Premises, which claims are or may be secured by any mechanic's or materialmen's lien against Tenant's interest in the Premises only,subject to the foregoing provisions of Section 7.3(d) hereof. (c) The interest of Landlord in and to the Project, the Building, the Premises, and/or any part of the Project, the Building or the Premises, and the income therefrom, shall not be subject to liens for improvements made,or caused to be made,by Tenant.Tenant will not permit any construction liens or other liens to be placed upon the Premises, the Building or the Project, and nothing in this Lease shall be deemed or construed in any way as constituting the consent or request of Landlord, express or implied, by inference or otherwise, to any person for the performance of any labor or the furnishing of any materials to the Premises or any part thereof, nor as giving Tenant any right, power, or authority to contract for or permit the rendering of any services or the furnishing of any materials that would give rise to any construction,mechanic's or other liens against the Premises,the Building or the Project. If any such lien is recorded against or attached to the Premises,the Building or the Project, Tenant shall bond against or discharge same within 15 days after Tenant's receipt of actual notice that the same has been so recorded or attached. In the event any such lien is not discharged or bonded off within such 15 day period, then, in addition to any other right or remedy of Landlord, Landlord may, but shall not be obligated to, cause the same to be discharged (including the advancement of monies for such purpose). Any monies advanced or costs incurred by Landlord for any of the aforesaid purposes shall be paid by Tenant to Landlord on demand as additional rent. Should a Notice of Commencement be filed in the public records for work by or on behalf of Tenant, then the legal description in the Notice of Commencement shall specifically be limited to Tenant's leasehold interest in the Premises, and {00225102.1 306-9905263) 7 MIA 186217473v3 then Tenant shall be responsible for having a corresponding Notice of Termination timely recorded in the county which the Project is located upon the completion of such work. 8. Insurance. 8.1 Insurance-Tenant. Tenant is a self-insured, sovereign entity of the State of Florida, and its self-insurance limitations are provided by law. Tenant is provided with comprehensive general liability insurance through the State Risk Management Trust Fund with limits of coverage up to a maximum of$200,000 per person and $300,000 in the aggregate per occurrence, pursuant to the terms and limitations of Sections 768.28, Florida Statutes and Chapter 284,Part II, Florida Statutes,or as amended from time to time. Worker's Compensation insurance is maintained in full compliance with Florida law. Tenant shall obtain and keep in force during the Term of this Lease "all risk" extended coverage property insurance with coverages acceptable to Landlord, in Landlord's commercially reasonable discretion. Said insurance shall be written on a one hundred percent (100%) replacement cost basis on Tenant's personal property, all tenant improvements installed at the Premises by Landlord or Tenant, Tenant's trade fixtures and other property. By way of example, and not limitation, such policies shall provide protection against any peril included within the classification "fire and extended coverage," against vandalism and malicious mischief, theft, sprinkler leakage, earthquake damage, windstorm damage and flood damage. Tenant expressly acknowledges and agrees that in the event its insurance policy excludes coverage for flood,earthquake,windstorm or any other peril, that neither Tenant nor its insurance company shall have any right or claim against Landlord or its insurance company as a result of damage to Tenant's Property resulting from such excluded peril. In addition, if there is damage to any tenant improvements installed in the Premises which is not covered by Tenant's insurance because of exclusions under Tenant's "all risk" policy, Tenant shall be required to reimburse Landlord for any costs incurred by Landlord to repair or replace such improvements. If this Lease is terminated as the result of a casualty in accordance with section 9, the proceeds of said insurance attributable to the replacement of all tenant improvements at the Premises shall be paid to Landlord. If insurance proceeds are available to repair the tenant improvements, at Landlord's option, all insurance proceeds Tenant is entitled to receive to repair the tenant improvements shall be paid by the insurance company directly to Landlord, Landlord shall select the contractor to repair and/or replace the tenant improvements,and Landlord shall cause the tenant improvements to be repaired and/or replaced to the extent insurance proceeds are available. 8.2 Insurance-Landlord. Landlord shall maintain general liability insurance with coverage against such risks and in such amounts as Landlord deems advisable insuring Landlord against liability arising out of the ownership,operation and management of the Project. Landlord shall also maintain a policy or policies of insurance covering loss or damage to the Project in the amount of not less than eighty percent(80%)of the full replacement cost thereof, as determined by Landlord from time to time. The terms and conditions of said policies and the perils and risks covered thereby shall be determined by Landlord, from time to time, in Landlord's sole discretion. In addition,at Landlord's option, Landlord shall obtain and keep in force, during the Term of this Lease, a policy of rental interruption insurance, with loss payable to Landlord, which insurance shall, at Landlord's option, also cover all Operating Expenses. In addition, Landlord shall have the right to obtain such additional insurance as is customarily carried by owners or operators of other comparable office buildings in the geographical area of the Project. p (00225102.1 306-9905263} 8 MIA 186217473v3 Tenant will not be named as an additional insured in any insurance policies carried by Landlord and shall have no right to any proceeds therefrom. The policies purchased by Landlord shall contain such deductibles as Landlord may determine. In addition to amounts payable by Tenant in accordance with Section 4.2,Tenant shall pay any increase in the property insurance premiums for the Project over what was payable immediately prior to the increase to the extent the increase is specified by Landlord's insurance carrier as being caused by the nature of Tenant's occupancy or any act or omission of Tenant. 8.3 Insurance Policies. Tenant shall provide Landlord or their designee, prior to, or during, the use or occupancy of the Premises, with a Certificate of Self-Insurance or Certificate of Insurance evidencing Tenant's self-insured Risk Management Program in accordance with Section 768.28, Florida Statutes, and/or any maintained excess property insurance applicable to this Lease Agreement. Tenant secures its excess tortious liability insurance through a Municipal Government Insurance Pool whose State trust composition requires that its membership must exclusively consist of public-entities and its coverages are predicated upon the concept of sovereign immunity among all its members. Non-governmental entities do not enjoy sovereign immunity protection under Florida law. Accordingly, entities which are not eligible for sovereign immunity protection under F.S. 768.28 may not be an additional covered party under the Preferred coverage agreement. Notwithstanding any other provision set forth in this lease agreement, nothing contained herein shale be construed as a waiver of the Subtenant's right to sovereign immunity under section 768.28, or other limitations imposed on the Subtenant's potential liability under state or federal law. 8.4 Waiver of Subrogation. Landlord and Tenant hereby waive and shall cause their respective insurance carriers to waive any and all rights of recovery, claims, actions or causes or action against the other for any loss or damage with respect to Tenant's Property, the Building, the Premises,or any contents thereof,including rights,claims,actions and causes of action based on negligence, which loss or damage is (or would have been, had the insurance required by this Lease been carried) covered by insurance. For the purposes of this wavier, any deductible with respect to a party's insurance shall be deemed covered by and recoverable by such party under valid and collectable policies of insurance. 9. Damage or Destruction. Tenant shall give prompt notice to Landlord in case of any fire or other damage to the Premises. If the Premises or the Building are damaged by fire or other casualty not caused by the act or negligence of Tenant or its agents or employees, Landlord shall diligently and as soon as practicable after such damage occurs repair such damage at its own expense,and,provided Tenant is not in default during any period of time that the Premises are rendered untenantable, the Base Rent and additional rent shall be abated in proportion to the part of the Premises which is rendered untenantable until such repairs have been completed(in no event shall damage to any parking areas be deemed to render the Premises untenantable). If the Premises or the Building are damaged by fire or other casualty to such an extent that the damage, in Landlord's opinion, cannot be fully repaired within one hundred eighty (180) days from the date such damage occurs, Landlord shall have the right, exercised by giving Tenant written notice within such one hundred eighty (180) day period, to terminate this Lease effective as of the date of such damage. Notwithstanding the foregoing, if the fire or other casualty shall be caused by the carelessness,negligence or improper {00225102.1 306-9905263) 9 MIA 186217473v3 conduct of Tenant or its agents or employees, Tenant shall remain liable for the full amount of the Base Rent and additional rent during the period of restoration or until termination of this Lease, and all required repairs shall be made at Tenant's expense. 10. Real and Personal Property Taxes. In addition to the payment of Base Rent and Tenant's Share of Operating Expenses,Tenant shall pay to Landlord during the Term of this Lease, Tenant's Share of the amount by which all "Real Property Taxes"(as defined below). Tenant's Share of Real Property Taxes shall be payable by Tenant at the same time,in the same manner and under the same terms and conditions as Tenant pays Tenant's Share of Operating Expenses as provided in section 4.3 of this Lease. As used herein,the term "Real Property Taxes" shall include (i) any form of real estate tax or assessment, general, special,ordinary or extraordinary, improvement bond or bonds imposed on the Project or any portion thereof by any authority having the direct or indirect power to tax, including any city, county, state or federal government, or any school, agricultural, sanitary, fire, street, drainage or other improvement district thereof, as against any legal or equitable interest of Landlord in the Project or in any portion thereof, and (ii) all costs and fees incurred in connection with seeking reductions in any tax liabilities described in subsection (i) above, including, without limitation, any costs incurred by Landlord for compliance,review and appeal of tax liabilities. Real Property Taxes shall not include income, inheritance and gift taxes. Tenant shall pay prior to delinquency all taxes assessed against and levied upon trade fixtures, furnishings, equipment and all other personal property of Tenant contained in the Premises or related to Tenant's use of the Premises (collectively, the "Tenant's Property"). If any of Tenant's Property shall be assessed with Landlord's real or personal property, Tenant shall pay to Landlord the taxes attributable to Tenant within ten (10) days after receipt of a written statement from Landlord setting forth the taxes applicable to Tenant's Property. 11. Building Services; Utilities. 11.1 Services Provided by Landlord. Subject to all governmental rules, regulations and guidelines applicable thereto, Landlord shall provide water in the Premises or in the Common Areas for reasonable and normal drinking and lavatory use, elevator service and access to the Building for the Tenant and its employees 24 hours per day/ 7 days per week subject to the terms of this Lease and such protective services or monitoring systems, if any, as Landlord may reasonably impose and such other services as Landlord reasonably determines are necessary or appropriate for the Project. The Building shall be open from 6:00 AM to 10:00 PM Monday through Friday,except as extended to accommodate City Commission and City Board meetings, and 8:00 AM through 1:00 PM Saturday, exclusive of holidays(the"Normal Business Hours"). If Tenant uses the Premises after Normal Business Hours ("After Hours"), then Tenant shll pay an hourly amount for the use of the HVAC system. Landlord will work with Tenant to provide seperatley metered electric and HVAC controls if feasible in Landlord's discretion. 11.2 Interruptions. Tenant agrees that Landlord shall not be liable to Tenant for its failure to furnish, or any interruption, diminishment or termination of services due to the application of Laws,the failure of any equipment, the performance of repairs, improvements or alterations, utility interruptions or the occurrence of a Force Majeure Event and such failures shall never be deemed to constitute a constructive eviction of Tenant or relieve Tenant from the (00225102.1 306-9905263) 10 MIA 186217473v3 obligation of paying rent or performing any of its obligations under this Lease. Furthermore, Landlord shall not be liable under any circumstances for loss of property or for injury to, or interference with, Tenant's business, including, without limitation, loss of profits, however occurring,through or in connection with or incidental to a failure to furnish any such services or utilities. Landlord may comply with voluntary controls or guidelines promulgated by any governmental entity relating to the use or conservation of energy, water, gas, light or electricity or the reduction of automobile or other emissions without creating any liability of Landlord to Tenant under this Lease. 12. Assignment and Subletting. 12.1 Landlord's Consent Required. Tenant shall not voluntarily or by operation of law assign,transfer,hypothecate,mortgage, sublet, or otherwise transfer or encumber all or any part of Tenant's interest in this Lease or in the Premises (hereinafter collectively a "Transfer"), without Landlord's prior written consent, which consent shall not be unreasonably withheld. In the event Tenant is a corporation, limited liability company or a partnership, the conveyance, assignment, transfer or alienation of 20% or more of the corporate stock, membership interests or partnership interests, as the case may be, shall be deemed a Transfer for the purposes hereof 12.2 Additional Terms and Conditions. Landlord may accept rent from any person other than Tenant pending approval or disapproval of an assignment or subletting. The consent by Landlord to any Transfer shall not constitute a consent to any subsequent Transfer by Tenant or to any subsequent or successive Transfer by an assignee or subtenant and no assignment or sublease may be modified or amended without Landlord's prior written consent. However, Landlord may consent to subsequent Transfers or any amendments or modifications thereto without notifying Tenant or anyone else liable on the Lease and without obtaining their consent, and such action shall not relieve such persons from liability under this Lease. In the event of any default under this Lease, Landlord may proceed directly against Tenant, any guarantors or anyone else responsible for the performance of this Lease, including any subtenant or assignee, without first exhausting Landlord's remedies against any other person or entity responsible therefore to Landlord, or any security held by Landlord. The discovery of the fact that any financial statement relied upon by Landlord in giving its consent to an assignment or subletting was materially false shall, at Landlord's election, render Landlord's consent null and void. Landlord shall not be liable under this Lease or under any sublease to any subtenant. Any assignee of, or subtenant under, this Lease shall, by reason of accepting such assignment or entering into such sublease,be deemed, for the benefit of Landlord,to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Tenant during the term of said assignment or sublease, other than such obligations as are contrary or inconsistent with provisions of an assignment or sublease to which Landlord has specifically consented in writing. 13. Default; Remedies. 13.1 Default by Tenant. Landlord and Tenant hereby agree that the occurrence of any one or more of the following events is a default by Tenant under this Lease and that said default shall give Landlord the rights described in Section 13.2. Landlord or Landlord's authorized agent [00225102.1 306-9905263) 11 MIA 186217473v3 shall have the right to execute and deliver any notice of default,notice to pay rent or quit or any other notice Landlord gives Tenant. (a) Tenant's failure to make any payment of Base Rent, Tenant's Share of Operating Expense increases, Tenant's Share of Real Property Tax increases, charges for after hours HVAC,late charges,or any other payment required to be made by Tenant hereunder, as and when due. In the event that Landlord serves Tenant with a notice to pay rent or quit pursuant to applicable unlawful detainer statutes, such notice shall also constitute the notice required by this Section 13.1(a). (b) The abandonment of the Premises by Tenant in which event Landlord shall not be obligated to give any notice of default to Tenant. (c) Tenant's failure to comply with any of the covenants, conditions or provisions of this Lease to be observed or performed by Tenant (other than those referenced in Sections 13.1(a) and (b) above), where such failure shall continue for a period of ten (10) days after written notice thereof from Landlord to Tenant; provided, however, that if the nature of Tenant's nonperformance is such that more than ten(10)days are reasonably required for its cure, then Tenant shall be allowed additional time(not to exceed 60 days)as is reasonably necessary to cure the failure so long as Tenant commences such cure within said ten (10) day period and thereafter diligently pursues such cure to completion. In the event that Landlord serves Tenant with a notice to quit or any other notice pursuant to applicable unlawful detainer statutes, said notice shall also constitute the notice required by this Section 13.1(c). (d) (i) The making by Tenant's obligations hereunder of any general arrangement or general assignment for the benefit of creditors; (ii)the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where possession is not restored to Tenant within thirty(30) days; (iii)the attachment,execution or other judicial seizure of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where such seizure is not discharged within thirty (30) days; or (iv) the insolvency of Tenant or Tenant becoming subject to state insolvency or federal bankruptcy. In the event that any provision of this Section 13.1(d) is unenforceable under applicable law, such provision shall be of no force or effect. (e) Tenant shall make a Transfer without Landlord's prior consent. (0 The occurrence of any other event described as a default elsewhere in the Lease or any amendment thereto, regardless of whether such event is defined as an "Event of Default." (g) (g) Notwithstanding the language above, the Tenant shall have the right to cure any default as set forth above. Such event of default shall not be effective until thirty (30) days subsequent to the Tenant receiving written notice from Landlord. 13.2 Remedies. Upon the occurrence of any event of default by Tenant under this Lease, Landlord shall have the option to pursue any one or more of the following remedies, in addition to the remedies otherwise provided herein or otherwise available at law or in equity, without any notice or demand whatsoever: {00225102.1 306-9905263) 12 MIA 186217473v3 (a) Landlord may cancel and terminate this Lease and dispossess Tenant; (b) Landlord may without terminating or canceling this Lease declare all amounts and rents due under this Lease for the remainder of the Lease Term (or any applicable extension or renewal thereof)to be immediately due and payable,and thereupon all rents and other charges due hereunder to the end of the Lease Term or any renewal term, if applicable, shall be accelerated. (c) Landlord may elect to enter and repossess the Premises and relet the Premises for Tenant's account, holding Tenant liable in damages for all expenses incurred in any such reletting and for any difference between the amount of rent received from such reletting and the amount due and payable under the terms of this Lease. (d) Landlord may recover from Tenant a sum equal to all rent concessions granted to Tenant hereunder,including but not limited to free rent,tenant improvement allowances and relocation costs. All of the foregoing rights,remedies,powers and elections of Landlord reserved herein are cumulative, and pursuit of any of the foregoing remedies shall not preclude other remedies available under this Lease or provided by law, nor shall pursuit of any remedy herein provided constitute a forfeiture or waiver of any rent due to Landlord hereunder or of any damages accruing to Landlord by reason of the violation of any of the terms, provisions and covenants herein contained. No waiver by Landlord of any violation or breach of any of the terms, provisions and covenants herein contained shall be deemed or construed to constitute a waiver of any other violation or breach of any of the terms, provisions and covenants herein contained. Forbearance by Landlord to enforce one or more of the remedies herein provided upon an event of default, or delay by Landlord in enforcing one or more of such remedies upon an event of default, shall not be deemed or construed to constitute a waiver of such default. All monies expended by Landlord for which Tenant is liable under this Lease, and all amounts and charges due to Landlord under this Lease shall be deemed to constitute rents and all rents shall be paid by Tenant to Landlord without any setoff or counterclaim whatsoever and all past due rents shall bear interest at the maximum legal rate per annum and shall be included in any lien for rent. 13.3 Default by Landlord. Landlord shall not be in default under this Lease unless Landlord fails to perform obligations required of Landlord within Fifteen(15) days after written notice by Tenant to Landlord and to the holder of any mortgage or deed of trust encumbering the Project whose name and address shall have theretofore been furnished to Tenant in writing, specifying wherein Landlord has failed to perform such obligation; provided, however, that if the nature of Landlord's obligation is such that more than Fifteen(15) days are required for its cure, then Landlord shall not be in default if Landlord commences performance within such Fifteen(15 day period and thereafter diligently pursues the same to completion. Tenant hereby waives its right to recover consequential damages (including, but not limited to, lost profits) or punitive damages arising out of a Landlord default. In no event shall Tenant have the right to terminate this Lease as a result of Landlord's default, and Tenant's remedies shall be limited to damages and/or an injunction. This Lease and the obligations of Tenant hereunder shall not be affected or impaired because Landlord is unable to fulfill any of its obligations hereunder or is (00225102.1306-9905263) 13 MIA 186217473v3 delayed in doing so, if such inability or delay is caused by reason of a Force Majeure Event,and the time for Landlord's performance shall be extended for the period of any such delay. 14. Landlord's Right to Cure Default; Payments by Tenant. If Tenant shall fail to perform any of its obligations under this Lease, Landlord shall have the right to make any such payment or perform any such act on Tenant's behalf without waiving its rights based upon any default of Tenant and without releasing Tenant from any obligations hereunder. Tenant shall reimburse Landlord for the cost of such performance upon demand. 15. Condemnation. If the Premises or the Project are taken under the power of eminent domain, or sold under the threat of the exercise of said power(all of which are herein called"Condemnation"),this Lease shall terminate as to the part so taken as of the date the condemning authority takes title or possession, whichever first occurs, except with respect to a temporary taking lasting less than ninety (90) days in which case Tenant's rent will be proportionately abated but the Lease shall continue in full force and effect. Any award for the taking of all or any part of the Premises or the Project under the power of eminent domain or any payment made under threat of the exercise of such power shall be the property of Landlord, whether such award shall be made as compensation for diminution in value of the leasehold, for good will, for the taking of the fee, as severance damages,or as damages for tenant improvements;provided,however,that Tenant shall be entitled to any separate award for loss of or damage to Tenant's removable personal property and for moving expenses. 16. Broker's Fee. Tenant and Landlord each represent and warrant to the other that neither has had any dealings or entered into any agreements with any person, entity, broker or finder other than the persons, if any, listed in Section 1.14, in connection with the negotiation of this Lease, and no other broker,person, or entity is entitled to any commission or finder's fee in connection with the negotiation of this Lease, and Tenant and Landlord each agree to indemnify, defend and hold the other harmless from and against any claims, damages, costs, expenses, attorneys' fees or liability for compensation or charges which may be claimed by any such unnamed broker, finder or other similar party by reason of any dealings, actions or agreements of the indemnifying party. 17. Subordination; Estoppel Certificates; Financial Statements. 17.1 Subordination. This Lease and any options granted to Tenant hereunder, upon Landlord's written election,shall be subject and subordinate to any ground lease,mortgage,deed of trust, or any other hypothecation or security now or hereafter placed upon the Project and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. Tenant agrees that any mortgagee shall have the right at any time to subordinate such mortgage, deed of trust,or other lien to this Lease on such terms and subject to such conditions as such mortgagee may deem appropriate in its discretion. Landlord is hereby irrevocably vested with full power and authority to subordinate this Lease to any mortgage,deed of trust,or other lien now existing or hereafter placed upon the Premises,or the Building or the Project, and Tenant agrees upon demand to execute such further (00225102.1 306-9905263) 14 MIA 186217473v3 instruments subordinating this Lease or attorning to the holder of any such liens as Landlord may request. The terms of this Lease are subject to approval by the Landlord's lender(s), and such approval is a condition precedent to Landlord's obligations hereunder. In the event that Tenant should fail to execute any subordination or other agreement required hereunder, promptly as requested,Tenant hereby irrevocably constitutes Landlord as its attorney-in-fact to execute such instrument in Tenant's name, place, and stead, it being agreed that such power is one coupled with an interest. 17.2 Estoppel Certificates. Tenant shall from time to time, upon not less than fifteen (15) days' prior written notice from Landlord, execute, acknowledge and deliver to Landlord a statement in writing certifying such information as Landlord may reasonably request including, but not limited to,the following: (a)that this Lease is unmodified and in full force and effect(or, if modified,stating the nature of such modification and certifying that this Lease,as so modified, is in full force and effect) (b) the date to which the Base Rent and other charges are paid in advance and the amounts so payable, (c)that there are not, to Tenant's knowledge, any uncured defaults or unfulfilled obligations on the part of Landlord, or specifying such defaults or unfulfilled obligations, if any are claimed, (d)that all tenant improvements to be constructed by Landlord, if any, have been completed in accordance with Landlord's obligations and (e) that Tenant has taken possession of the Premises. Any such statement may be conclusively relied upon by any prospective purchaser or encumbrancer of the Project. At Landlord's option, the failure of Tenant to deliver such statement within such time shall constitute a material default of Tenant hereunder, or it shall be conclusive upon Tenant that (a) this Lease is in full force and effect,without modification except as may be represented by Landlord, (b)there are no uncured defaults in Landlord's performance, (c) not more than one month's Base Rent has been paid in advance,(d)all tenant improvements to be constructed by Landlord,if any,have been completed in accordance with Landlord's obligations and(e) Tenant has taken possession of the Premises. 17.3 Financial Statements. From time to time, at Landlord's request, Tenant shall cause a copy of its annual budget and any amendments thereto to be delivered to Landlord, at Tenant's sole cost and expense. 18. Landlord's Liability. Landlord shall have the right to transfer all or any portion of its interest in the Project and to assign this Lease to the transferee. Upon transfer,Landlord shall automatically be released from all further liability under this Lease; and Tenant hereby agrees to look solely to Landlord's transferee for the performance of Landlord's obligations hereunder after the date of the transfer. Upon such a transfer, Landlord shall, at its option, return Tenant's Security Deposit to Tenant or transfer Tenant's Security Deposit to Landlord's transferee and,in either event,Landlord shall have no further liability to Tenant for the return of its Security Deposit. Subject to the rights of any lender holding a mortgage or deed of trust encumbering all or part of the Project, Tenant agrees to look solely to Landlord's equity interest in the Project for the collection of any judgment requiring the payment of money by Landlord arising out of(a) Landlord's failure to perform its obligations under this Lease or (b) the negligence or willful misconduct of Landlord, its partners, employees and agents. No other property or assets of Landlord shall be subject to levy, execution or other enforcement procedure for the satisfaction of any judgment or writ obtained by Tenant against Landlord.No partner,employee or agent of Landlord shall be personally liable for the performance {00225102.1 306-9905263} 15 MIA 186217473v3 of Landlord's obligations hereunder or be named as a party in any lawsuit arising out of or related to, directly or indirectly, this Lease and the obligations of Landlord hereunder. The obligations under this Lease do not constitute personal obligations of the individual partners of Landlord and Tenant shall not seek recourse against the individual partners of Landlord or their assets. In no event shall Landlord be liable to Tenant for consequential or punitive damages. 19. Indemnity. Subject to all applicable laws, Tenant hereby agrees to indemnify, defend and hold harmless Landlord and its employees, partners, agents, contractors, lenders and ground lessors (said persons and entities are hereinafter collectively referred to as the"Indemnified Parties")from and against any and all liability, loss, cost, damage, claims, loss of rents, liens, judgments, penalties, fines, settlement costs, investigation costs, cost of consultants and experts, attorneys fees, court costs and other legal expenses, effects of environmental contamination, cost of environmental testing, removal, remediation and/or abatement of Hazardous Materials (as said term are defined below), insurance policy deductibles and other expenses(hereinafter collectively referred to as "Damages") arising out of or related to an Indemnified Matter (as defined below). For purposes of this Section,an Indemnified Matter"shall mean any matter for which one or more of the Indemnified Parties incurs liability or Damages if the liability or Damages arise out of or involve, directly or indirectly, (a) Tenant's or its employees', agents', contractors' or invitees' (all of said persons or entities are hereinafter collectively referred to as "Tenant Parties") use or occupancy of the Premises or the Project, (b) any act, omission or neglect of a Tenant Party, (c) Tenant's failure to perform any of its obligations under the Lease,(d)the existence,use or disposal of any Hazardous Material brought on to the project by a Tenant Party or(e)any other matters for which Tenant has agreed to indemnify Landlord pursuant to any other provision of this Lease. This indemnity is intended to apply to the fullest extent permitted by applicable law. Tenant's obligations under this Section shall survive the expiration or termination of this Lease unless specifically waived in writing by Landlord after said expiration or termination. 20. Exemption of Landlord from Liability. Tenant hereby agrees that Landlord shall not be liable for injury to Tenant's business or any loss of income therefrom or for loss of or damage to Tenant's Property, Tenant's employees, agents, contractors or invitees, or any other person in or about the Project, nor shall Landlord be liable for injury to the person of Tenant, Tenant's employees, agents, contractors or invitees, whether such damage or injury is caused by or results from any cause whatsoever including, but not limited to, theft, criminal activity at the Project, negligent security measures, bombings or bomb scares, Hazardous Materials, fire, steam, electricity, gas, water or rain, flooding, breakage of pipes, sprinklers, plumbing, air conditioning or lighting fixtures, or from any other cause, whether said damage or injury results from conditions arising upon the Premises or upon other portions of the Project, or from other sources or places, or from new construction or the repair, alteration or improvement of any part of the Project,unless the cause of the damage or injury arises out of Landlord's or its employees', agents' or contractors' grossly negligent or intentional acts. Landlord shall not be liable for any damages arising from any act or neglect of any employees, agents, contractors or invitees of any other tenant, occupant or user of the Project, nor from the failure of Landlord to enforce the provisions of the lease of any other tenant of the Project.Tenant, as a material part of the consideration to Landlord hereunder, hereby assumes all risk of damage (00225102 1 306-9905263} 16 MIA 186217473v3 to Tenant's Property or business or injury to persons in,upon or about the Project arising from any cause, excluding Landlord's gross negligence or the gross negligence of its employees, agents or contractors, and Tenant hereby waives all claims in respect thereof against Landlord, its employees, agents and contractors. 21. Hazardous Material. 21.1 Indemnity; Duty to Inform Landlord. Tenant shall not cause or permit any Hazardous Material (as defined hereinafter)to be brought,kept or used in or about the Premises or the Project by Tenant, its agents, employees, contractors, or invitees. Tenant hereby agrees to indemnify Landlord from and against any breach by Tenant of the obligations stated in the preceding sentence, and agrees to defend and hold Landlord harmless from and against any and all claims,judgments, damages, penalties, fines, costs, liabilities, or losses (including, without limitation,diminution in value of the Project,damages for the loss or restriction or use of rentable space or of any amenity of the Project, damages arising from any adverse impact on marketing of space in the Project, sums paid in settlement of claims, attorneys' fees, consultant fees and expert fees) which arise during or after the Term of this Lease as result of such breach. This indemnification of Landlord by Tenant includes,without limitation,costs incurred in connection with any investigation of site conditions and any cleanup,remedial removal, or restoration work required due to the presence of Hazardous Material. If Tenant knows, or has reasonable cause to believe, that a Hazardous Substance, or a condition involving or resulting from same, has come to be located in,on or under or about the Premises or the Project,Tenant shall immediately give written notice of such fact to Landlord. Tenant shall also immediately give Landlord (without demand by Landlord)a copy of any statement, report, notice, registration, application, permit, license, given to or received from, any governmental authority or private party, or persons entering or occupying the Premises,concerning the presence, spill,release,discharge of or exposure to, any Hazardous Substance or contamination in, on or about the Premises or the Project. The provisions of this Section 21 shall survive the termination of the Lease. 21.2 Definition and Consent. The term "Hazardous Substance" as used in this Lease shall mean any hazardous substance, hazardous waste, infectious waste, or toxic substance, product,substance,chemical,material or waste whose presence,nature,quantity and/or intensity of existence,use,manufacture, disposal,transportation, spill,release or affect, either by itself or in combination with other materials expected to be on the Premises, is either: (a) potentially injurious to the public health, safety or welfare, the environment or the Premises, (b) regulated or monitored by any governmental entity, (c) a basis for liability of Landlord to any governmental entity or third party under any federal, state or local statute or common law theory or(d)defined as a hazardous material or substance by any federal,state or local law or regulation. Except for small quantities of ordinary office supplies such as copier toner, liquid paper, glue, ink and common household cleaning materials, Tenant shall not cause or permit any Hazardous Substance to be brought, kept, or used in or about the Premises or the Project by Tenant, its agents, employees, contractors or invitees. 21.3 Inspection; Compliance. Landlord and Landlord's employees, agent, contractors and lenders shall have the right to enter the Premises at any time in the case of an emergency, and otherwise at reasonable times, for the purpose of inspecting the condition of the Premises and for verifying compliance by Tenant with this Section 21. Landlord shall have the right to (00225102.1 306-9905263) 17 MIA 186217473v3 employ experts and/or consultants in connection with its examination of the Premises and with respect to the installation,operation,use,monitoring,maintenance,or removal of any Hazardous Substance on or from the Premises. The costs and expenses of any such inspections shall be paid by the party requesting same, unless a contamination, caused or materially contributed to by Tenant, is found to exist or be imminent, or unless the inspection is requested or ordered by governmental authority as the result of any such existing or imminent violation or contamination. In any such case, Tenant shall upon request reimburse Landlord for the cost and expenses of such inspection. 22. Force Majeure. Landlord will not be deemed in default or have liability to Tenant, nor will Tenant have any right to terminate this Lease or abate rent or assert a claim of partial or constructive 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 reasons beyond Landlord's reasonable control. Such reasons will include but not be limited to: fire, earthquake, weather delays or other acts of God, strikes, boycotts, war, terrorism, bio-terrorism, riot, insurrection, embargoes, shortages of equipment, labor or materials, utility failure or defect, delays in issuance of any necessary governmental permit or approval (including building permits and certificates of occupancy), any governmental preemption in connection with a national emergency or any other cause, whether similar or dissimilar, which is beyond the reasonable control of Landlord (each, hereinafter, a "Force Majeure Event"). If this Lease specifies a time period for performance of an obligation by Landlord,that time period will be extended by the period of any delay in Landlord's performance caused by the Force Majeure Event.Landlord's Rights. 23.1 Landlord Reservations. Landlord shall have the right: (a)to change the name and address of the Project or Building upon not less than ninety(90)days prior written notice; (b)to provide and install Building standard graphics on or near the door of the Premises and such portions of the Common Areas as Landlord shall determine, in Landlord's sole discretion; (c)to permit any tenant the exclusive right to conduct any business as long as such exclusive right does not conflict with any rights expressly given herein; and (d) to place signs, notices or displays upon the roof,interior,exterior or Common Areas of the Project.Tenant shall not permit anyone, except in an emergency,to go upon the roof of the Building. Landlord reserves the right to use the exterior walls of the Premises, and the area beneath, adjacent to and above the Premises, together with the right to install,use,maintain and replace equipment,machinery,pipes,conduits and wiring through the Premises,which serve other parts of the Project,provided that Landlord's use does not unreasonably interfere with Tenant's use of the Premises. Landlord reserves to itself the right,from time to time,to grant such easements,rights and dedications that Landlord deems necessary or desirable, and to cause the recordation of parcel maps and restrictions, so long as such easements,rights,dedications,maps and restrictions do not unreasonably interfere with the use of the Premises by Tenant. Tenant shall sign any of the aforementioned documents within ten (10) days after Landlord's request and Tenant's failure to do so shall constitute a default by Tenant. The obstruction of Tenant's view, air, or light by any structure erected in the vicinity of the Project,whether by Landlord or third parties, shall in no way affect this Lease or impose any liability upon Landlord. 23.2 Changes to Project. Landlord shall have the right, in Landlord's sole discretion, from time to time, to make changes to the size, shape, location, number and extent of the improvements comprising the Project (hereinafter referred to as "Changes") including, but not {00225102.1 306-9905263) 18 MIA 186217473v3 limited to,the Project interior and exterior,the Common Areas, elevators,escalators,restrooms, HVAC, electrical systems, communication systems, fire protection and detection systems, plumbing systems, security systems, parking control systems, driveways, entrances, parking spaces, parking areas and landscaped areas. In connection with the Changes, Landlord may, among other things, erect scaffolding or other necessary structures at the Project, limit or eliminate access to portions of the Project, including portions of the Common Areas,or perform work in the Building,which work may create noise,dust or leave debris in the Building. Tenant hereby agrees that such Changes and Landlord's actions in connection with such Changes shall in no way constitute a constructive eviction of Tenant or entitle Tenant to any abatement of rent. Landlord shall have no responsibility or for any reason be liable to Tenant for any direct or indirect injury to or interference with Tenant's business arising from the Changes, nor shall Tenant be entitled to any compensation or damages from Landlord for any inconvenience or annoyance occasioned by such Changes or Landlord's actions in connection with such Changes. 23.3 Landlord's Access. Landlord and Landlord's agents, contractors and employees shall have the right to enter the Premises at reasonable times for the purpose of inspecting the Premises, performing any services required of Landlord, showing the Premises to prospective purchasers, lenders, or tenants, undertaking safety measures and making alterations, repairs, improvements or additions to the Premises or to the Project. In the event of an emergency, Landlord may gain access to the Premises by any reasonable means, and Landlord shall not be liable to Tenant for damage to the Premises or to Tenant's Property resulting from such access. Landlord shall have the right to retain keys to the locks on the entry doors to the Premises and all interior doors at the Premises. At Landlord's option, Landlord may require Tenant to obtain all keys to door locks at the Premises from Landlord's engineering staff or Landlord's locksmith and to only use Landlord's engineering staff or Landlord's locksmith to change locks at the Premises. Tenant shall pay Landlord's or its locksmith's standard charge for all keys and other services obtained from Landlord's engineering staff or locksmith. 24. Parking. Landlord shall provide unreserved parking spaces equaling 4 spaces per 1,000 rentable square foot ("RSF") of the Premises in the surface parking lot surrounding the Building for the exclusive use of the Tenant and its visitors at no charge throughout the Initial Lease Term and renewals or extensions. Within the 4 spaces per 1,000 RSF parking, Landlord will provide Tenant with a mutually agreed upon amount of reserved parking(not to exceed ten (10)reserved parking spaces)in a mutually agreed upon location parking for the general public. All parking will comply with the terms and conditions of this Lease and the parking rules and regulations included in Exhibit "B". Unless otherwise stated, Tenant, its employees, agents, contractors, suppliers, invitees and licensees will have a non-exclusive privilege, in conjunction with Landlord, other lessees of the Project, and such other persons as Landlord may designate, to use those parking spaces designated by Landlord for public parking. Vehicles parked in public parking areas will be no larger than full-sized passenger automobiles or standard pick-up trucks or SUVs. Larger vehicles, if permitted in writing by Landlord, will be parked, loaded and unloaded in locations designated by Landlord. Landlord reserves the right, without notice to Tenant, to tow away at Tenant's sole cost and expense any vehicles parked in any parking area for any continuous period of twenty-four (24) hours or more, or earlier if Landlord, in its sole discretion, determines such parking to be a hazard or inconvenience to other lessees or Landlord or violates any rules or (00225102.1 306-9905263) 19 MIA 186217473v3 regulations or posted notices related to parking. Landlord shall not be responsible for enforcing Tenant's parking rights against third parties. From time to time,Landlord reserves the right,upon written notice to Tenant, to change the location, the availability and nature of parking spaces, establish reasonable time limits on parking,and, on an equitable basis,assign specific spaces with or without charge to Tenant as additional rent. The parking privileges granted to Tenant are personal to Tenant; Tenant shall not transfer, assign or otherwise convey these parking privileges separate and apart from this Lease. 25. Holding Over. If Tenant remains in possession of the Premises or any part thereof after the expiration or earlier termination of the term hereof with Landlord's consent, such occupancy shall be a tenancy from month to month upon all the terms and conditions of this Lease pertaining to the obligations of Tenant, except that the Base Rent payable shall be two hundred percent (200%) of the Base Rent payable immediately preceding the termination date of this Lease, and all options granted to Tenant hereunder,if any,shall be deemed terminated and be of no further effect. If Tenant remains in possession of the Premises or any part thereof after the expiration of the Term hereof without Landlord's consent, Tenant shall, at Landlord's option, be treated as a tenant at sufferance or a trespasser. Nothing contained herein shall be construed to constitute Landlord's consent to Tenant holding over at the expiration or earlier termination of the Term of the Lease. Tenant hereby agrees to indemnify, hold harmless and defend Landlord from any cost, loss, claim or liability (including attorneys' fees) Landlord may incur as a result of Tenant's failure to surrender possession of the Premises to Landlord upon the termination of this Lease. 26. Perimeter Access Control. Tenant hereby acknowledges that Landlord shall have no obligation whatsoever to provide guard service or other security measures for the benefit of the Premises or the Project,and Landlord shall have no liability to Tenant due to its failure to provide such services. Tenant assumes all responsibility for the protection of Tenant, its agents, employees, contractors and invitees and the property of Tenant and of Tenant's agents, employees, contractors and invitees from acts of third parties. Nothing herein contained shall prevent Landlord, at Landlord's sole option, from implementing security measures for the Project or any part thereof, in which event Tenant shall participate in such security measures and the cost thereof shall be included within the definition of Operating Expenses, and Landlord shall have no liability to Tenant and its agents, employees, contractors and invitees arising out of Landlord's negligent provision of security measures. Landlord shall have the right,but not the obligation,to require all persons entering or leaving the Project to identify themselves to a security guard and to reasonably establish that such person should be permitted access to the Project. 27. Signs. Subject to all applicable governmental laws and approvals, Tenant shall have the right to place a sign with Tenant's name and logo on the building, subject to Landlord's reasonable approval Landlord shall have the right to place any sign it deems appropriate on any portion of (00225102.1306-9905263} 20 MIA 186217473v3 the Project except the interior of the Premises. All signage installed by Tenant shall be maintained by Tenant, at Tenant's sole expense. Landlord further agrees to place Tenant's name in the Building's lobby directory board. 28. Notices. All notices required or permitted by this Lease shall be in writing and shall be delivered (a)by hand,(b)by U.S.Postal Service certified mail,return receipt requested,or(c)by U.S.Postal Service Express Mail,Federal Express or other overnight courier and shall be deemed sufficiently given if served in a manner specified in this Section. Any notice hereunder shall be deemed personally delivered to Tenant on the date the notice is personally delivered to any employee of Tenant at the Premises. The addresses set forth in Section 1.16 of this Lease shall be the address of each party for notice purposes. Landlord or Tenant may by written notice to the other specify a different address or addresses for notices purposes, except that upon Tenant's taking possession of the Premises,the Premises shall constitute Tenant's address for the purpose of mailing or delivering notices to Tenant. Any notice sent by certified mail, return receipt requested, shall be deemed given three(3)days after deposited with the U.S.Postal Service.Notices delivered by U.S.Express Mail,Federal Express or other courier shall be deemed given on the date delivered by the carrier to the appropriate party's address for notice purposes. If notice is received on Saturday, Sunday or a legal holiday, it shall be deemed received on the next business day.Nothing contained herein shall be construed to limit Landlord's right to serve any notice to pay rent or quit or similar notice by any method permitted by applicable law, and any such notice shall be effective if served in accordance with any method permitted by applicable law whether or not the requirements of this Section have been met. Tenant hereby elects domicile at the Premises for the purpose of service of all notices, writs of summons or other legal documents or process in any suit, action or proceeding which Landlord or any mortgagee may undertake under this Lease. Notice from Landlord may be given to Tenant by Landlord or Landlord's agent or attorney. 29. Miscellaneous. 29.1 Severability. The invalidity of any provision of this Lease as determined by a court of competent jurisdiction shall in no way affect the validity of any other provision hereof. 29.2 Time of Essence. Time is of the essence with respect to each of the obligations to be performed by Tenant and Landlord under this Lease. 29.3 Incorporation of Prior Agreements. This Lease and the attachments listed in Section 1.15 contain all agreements of the parties with respect to the lease of the Premises and any other matter mentioned herein. No prior or contemporaneous agreement or understanding pertaining to any such matter shall be effective. Except as otherwise stated in this Lease,Tenant hereby acknowledges that no real estate broker nor Landlord or any employee or agents of any of said persons has made any oral or written warranties or representations to Tenant concerning the condition or use by Tenant of the Premises or the Project or concerning any other matter addressed by this Lease. 29.4 Waivers. No waiver by Landlord or Tenant of any provision hereof shall be deemed a waiver of any other provision hereof or of any subsequent breach by Landlord or (00225102.1 306-9905263) 21 MIA 186217473v3 Tenant of the same or any other provision. Landlord's consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of Landlord's consent to or approval of any subsequent act by Tenant. The acceptance of rent hereunder by Landlord shall not be a waiver of any preceding breach by Tenant of any provision hereof, other than the failure of Tenant to pay the particular rent so accepted,regardless of Landlord's knowledge of such preceding breach at the time of acceptance of such rent. No acceptance by Landlord of partial payment of any sum due from Tenant shall be deemed a waiver by Landlord of its right to receive the full amount due, nor shall any endorsement or statement on any check or accompanying letter from Tenant be deemed an accord and satisfaction. Tenant hereby waives for Tenant and all those claiming under Tenant all rights now or hereafter existing to redeem by order or judgment of any court or by legal process or writ,Tenant's right of occupancy of the Premises after any termination of this Lease. This Lease shall be construed as though the covenants contained herein are independent and not dependent and Tenant hereby waives the benefit of any statute to the contrary. All provisions of this Lease to be observed or performed by Tenant are both covenants and conditions. 29.5 Amendments. This Lease may be modified in writing only,signed by the parties in interest at the time of the modification. 29.6 Binding Effect; Choice of Law; Conflict. Subject to any provision hereof restricting assignment or subletting by Tenant, this Lease shall bind the parties, their heirs, personal representatives, successors and assigns. This Lease shall be governed by the laws of the state in which the Project is located and any litigation concerning this Lease between the parties hereto shall be initiated in the county in which the Project is located. Except as otherwise provided herein to the contrary, any conflict between the printed provisions, exhibits, addenda or riders of this Lease and the typewritten or handwritten provisions, if any, shall be controlled by the typewritten or handwritten provisions. 29.7 Attorneys' Fees. If Landlord or Tenant brings an action to enforce the terms hereof or declare rights hereunder, the prevailing party in any such action, or appeal thereon, shall be entitled to its reasonable attorneys'fees and court costs to be paid by the losing party as fixed by the court in the same or separate suit, and whether or not such action is pursued to decision or judgment. The attorneys' fee award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys' fees and court costs reasonably incurred in good faith. Landlord shall be entitled to reasonable attorneys'fees and all other costs and expenses incurred in the preparation and service of notices of default and consultations in connection therewith,whether or not a legal action is subsequently commenced in connection with such default. Landlord and Tenant agree that attorneys' fees incurred with respect to defaults and bankruptcy are actual pecuniary losses within the meaning of Section 365(b)(1)(B) of the Bankruptcy Code or any successor statute. 29.8 Merger; Relationship of Parties. The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation thereof, or a termination by Landlord, shall not result in the merger of Landlord's and Tenant's estates, and shall, at the option of Landlord, terminate all or any existing subtenancies or may,at the option of Landlord,operate as an assignment to Landlord of any or all of such subtenancies. Nothing contained in this Lease shall be deemed or construed {00225102.1306-9905263} 22 MIA 186217473v3 by the parties hereto or by any third party to create the relationship of principal and agent, partnership,joint venturer or any association between Landlord and Tenant. 29.9 Quiet Possession. Subject to the other terms and conditions of this Lease,and the rights of any lender, and provided Tenant is not in default hereunder, Tenant shall have quiet possession of the Premises for the entire Term hereof, subject to all of the provisions of this Lease. 29.10 Authority; Multiple Parties. If Tenant is a corporation, trust, general or limited partnership, or other entity, Tenant, and each individual executing this Lease on behalf of such entity,represents and warrants that such individual is duly authorized to execute and deliver this Lease on behalf of said entity,that said entity is duly authorized to enter into this Lease,and that this Lease is enforceable against said entity in accordance with its terms. If Tenant is a corporation,trust or partnership,Tenant shall deliver to Landlord upon demand evidence of such authority satisfactory to Landlord. If more than one person or entity is named as Tenant herein, the obligations of Tenant shall be the joint and several responsibility of all persons or entities named herein as Tenant. Service of a notice in accordance with Section 29 on one Tenant shall be deemed service of notice on all Tenants. 29.11 Interpretation. This Lease shall be interpreted as if it was prepared by both parties and ambiguities shall not be resolved in favor of Tenant because all or a portion of this Lease was prepared by Landlord. The captions contained in this Lease are for convenience only and shall not be deemed to limit or alter the meaning of this Lease. As used in this Lease the words tenant and landlord include the plural as well as the singular. Words used in the neuter gender include the masculine and feminine gender. The deletion of any printed,typed or other portion of this Lease shall not evidence the parties' intention to contradict such deleted portion. Such deleted portion shall be deemed not to have been inserted in this Lease. 29.12 Prohibition Against Recording. Neither this Lease, nor any memorandum, affidavit or other writing with respect thereto, shall be recorded by Tenant or by anyone acting through,under or on behalf of Tenant. 29.13 Rules and Regulations. Tenant agrees to abide by and conform to the Rules and to cause its employees, suppliers, customers and invitees to so abide and conform. Landlord shall have the right, from time to time,to modify, amend and enforce the Rules. Landlord shall not be responsible to Tenant for the failure of other persons including, but not limited to, other tenants,their agents, employees and invitees to comply with the Rules. 30. OFAC Certification. 30.1 Tenant certifies that: (i) it is not acting,directly or indirectly, for or on behalf of any person,group,entity,or nation named by any Executive Order or the United States Treasury Department as a terrorist,"Specially Designated National and Blocked Person,"or other banned or blocked person, entity, nation, or transaction pursuant to any law, order, rule, or regulation that is enforced or administered by the Office of Foreign Assets Control;and(ii)it is not engaged in this transaction,directly or indirectly on behalf of,or instigating or facilitating this transaction, directly or indirectly on behalf of, any such person, group, entity, or nation. {00225102.I 306-9905263) 23 MIA 186217473v3 30.2 Tenant hereby agrees to defend,indemnify,and hold harmless Landlord from and against any and all claims, damages, losses, risks, liabilities, and expenses (including attorney's fees and costs) arising from or related to any breach of the foregoing certification. 31. RADON DISCLOSURE. Tenant is hereby advised that radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities,may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit.The foregoing disclosure is provided to comply with state law and is for informational purposes only. Landlord has not conducted radon testing with respect to the Building and specifically disclaims any and all representations and warranties as to the absence of radon gas or radon producing conditions in connection with the Building and the Premises. 32. Limitation of Landlord's Liability. The term "Landlord," as used in this Lease, shall mean only the owner or owners, at the time in question, of the fee title to the Building. In the event of any transfer of such title or interest, Landlord as named in this Lease (and in the case of any subsequent transfers,then the grantor) shall be relieved from and after the date of such transfer of all liability in respect of Landlord's obligations thereafter to be performed,provided that any funds in the hands of Landlord or the then grantor at the time of such transfer, in which Tenant has an interest, shall be delivered to the grantee. The obligations contained in this Lease to be performed by Landlord shall, subject to the above, be binding on Landlord's successors and assigns, only during their respective periods of ownership. The obligations of Landlord under this Lease do not constitute personal obligations of Landlord or the individual partners, members, shareholders, directors,officers,and property managers,and Tenant shall look solely to Landlord's then existing interest in the Building,and to no other assets of Landlord,for satisfaction of any liability in respect of this Lease, and will not seek recourse against the individual partners, members, shareholders, directors,officers,property managers,or any of their personal assets for such satisfaction.No other properties or assets of Landlord shall be subject to levy, execution, or other enforcement procedures for the satisfaction of any judgment(or other judicial process)or for the satisfaction of any other remedy of Tenant arising out of or in connection with this Lease, the relationship of Landlord and Tenant, or Tenant's use of the Premises. 33. OPTIONS. Provided the Lease is in good standing and no event of default by Tenant exists hereunder and no event has occurred that with the passage of time and/or the giving of notice would result in an event of default by Tenant hereunder, Landlord hereby gives and grants to Tenant the right, privilege and option of extending this Lease for two (2) six-month peirods. The first extended term shall commence from the date of the expiration of the initial Lease Term. In order to exercise the first six-month option herein granted, Tenant must give Landlord written notice of Tenant's intention to exercise the option to extend not less than twelve(12)months prior to the expiration of the initial lease term, and in order to exercise the second six-month option herein granted, Tenant must give Landlord written notice of Tenant's intention to exercise the option to extend not less than three (3) months prior to the expiration of the first option term. Failure to give any such notice shall be deemed a waiver of Tenant's right to exercise this option and shall conclusively make the remaining option(s) to extend, if any, null and void. All of the terms, covenants and conditions of this Lease shall apply during the Initial Lease Term and the (00225102.1 306-9905263) 24 MIA 186217473v3 extended term(s), and the Rent during the Initial Lease Term and extended term(s) shall continue to be adjusted on the "Rent Adjustment Dates" as provided for in this Lease. All renewals and extensions under this Lease shall be deemed to be included in the definition of Lease Term as set forth herein. 34. LANDLORD'S WORK. Landlord shall show evidence of roof repairs that are reasonably satisfactory to Tenant. Furthermore the HVAC systems shall be delivered to Tenant in good working condition. 35. TENANT IMPROVEMENT ALLOWANCE. Landlord shall reimburse Tenant up to Forty Six Thousand and no/100 dollars ($46,000.00) for expenses associated with improvements installed in the Premises ("TI Allowance"). The foregoing "improvements" shall refer only to materials and labor directly necessary and so secured in the actual prosecution and installation of permanent betterments and improvements in the Premises; and thus shall exclude among other things and without limitation,all other items of property,fees,costs or expenses;and among other things under no circumstances shall this allowance be available to reimburse costs, expenses, or fees of inventory or any other movable personalty or trade fixtures, nor professional fees, governmental fees, fines or taxes. Landlord shall pay this sum within thirty (30) days following: payment of a full month of Rent excluding any prepaid amounts and Tenant's submittal to Landlord of: (i) paid invoices and cancelled checks for up to Forty Six Thousand and no/100 dollars ($46,000.00) of improvements to the Premises; (ii) a certificate of occupancy; (iii) final releases of lien from all contractors, subcontractors and suppliers providing materials or services in the Premises; (iv) a contractor's final affidavit from Tenant's general contractor; (v) proof that all permits have been closed out and (vi) opens for business, fully fixtured, stocked and staffed and completion of a lien search which shall be performed by Landlord at Tenant's sole cost and expense. Provided,however Tenant shall submit its request and all documentation required within three(3)months after Tenant opens for business. Should Tenant fail to submit its request and the documentation in the time and manner provided herein, Landlord shall not be obligated to reimburse Tenant for the TI Allowance. Should Tenant be in default of the terms and conditions of the Lease, Tenant agrees that the TI shall be immediately repaid to Landlord and shall be considered as additional rent. Landlord agrees to directly pay for Tenant's architect to prepare a test fit or review of the Premises, with any such cost and expense made by Landlord for the foregoing purpose deducted from the TI Allowance. 36. WAIVER OF JURY TRIAL. LANDLORD AND TENANT HEREBY WAIVE THEIR RESPECTIVE RIGHT TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, COUNTERCLAIM OR CROSS-COMPLAINT IN ANY ACTION, PROCEEDING AND/OR HEARING BROUGHT BY EITHER LANDLORD AGAINST TENANT OR TENANT AGAINST LANDLORD ON ANY MATTER WHATSOEVER ARISING OUT OF,OR IN ANY WAY CONNECTED WITH, THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT,TENANT'S USE OR OCCUPANCY OF THE PREMISES,OR ANY CLAIM OF INJURY OR DAMAGE, OR THE ENFORCEMENT OF ANY REMEDY UNDER ANY LAW, STATUTE, OR REGULATION, EMERGENCY OR OTHERWISE, NOW OR HEREAFTER IN EFFECT. TENANT ACKNOWLEDGES THAT IT HAS BEEN GIVEN THE OPPORTUNITY TO HAVE THIS LEASE REVIEWED BY ITS LEGAL COUNSEL (00225102.1 306-9905263) 25 MIA 186217473v3 PRIOR TO ITS EXECUTION. THIS LEASE SHALL BECOME BINDING UPON LANDLORD AND TENANT ONLY WHEN FULLY EXECUTED BY BOTH PARTIES AND WHEN LANDLORD HAS DELIVERED A FULLY EXECUTED ORIGINAL OF THIS LEASE TO TENANT. WITNESSES: LANDLORD: FH QUANTUM, LLC, P 4e Name: 36_6,;c,, Wu fu,j t- a Florida limited liability company 4.Print N. R , 7. �0 2W i L By: � ' Name: c ` ��e +-v Title: /1403,v4 4 t7✓ CITY OF BOYNTON BEACH By: evyl f .r. ! Name: E.<< . a • gadr. e• Nr, bn- Print Name: SHAYI A ELLIS APP'' • • FRM City orney {00225102.1 306-9905263} 26 MIA 186217473v3 EXHIBIT A Premises Floor Plan {00225102.1 306-99052631 A-1 MIA 186217473v2 EXHIBIT B Rules and Regulations GENERAL RULES Tenant shall faithfully observe and comply with the following Rules and Regulations. 1. Tenant shall not alter any locks or install any new or additional locks or bolts on any doors or windows of the Premises without obtaining Landlord's prior written consent. Tenant shall bear the cost of any lock changes or repairs required by Tenant. Keys required by Tenant must be obtained from Landlord at a reasonable cost to be established by Landlord. 2. All doors opening to public corridors shall be kept closed at all times except for normal ingress and egress to the Premises. Tenant shall assume any and all responsibility for protecting the Premises from theft, robbery and pilferage, which includes keeping doors locked and other means of entry to the Premises closed. 3. Landlord reserves the right to close and keep locked all entrance and exit doors of the Project except during the Project's normal hours of business as defined in Section 11.2 of the Lease. Tenant,its employees and agents must be sure that the doors to the Project are securely closed and locked when leaving the Premises if it is after the normal hours of business of the Project. Tenant, its employees, agents or any other persons entering or leaving the Project at any time when it is so locked,or any time when it is considered to be after normal business hours for the Project,may be required to sign the Project register. Access to the Project may be refused unless the person seeking access has proper identification or has a previously received authorization for access to the Project. Landlord and its agents shall in no case be liable for damages for any error with regard to the admission to or exclusion from the Project of any person. In case of invasion, mob, riot, public excitement,or other commotion,Landlord reserves the right to prevent access to the Project during the continuance thereof by any means it deems appropriate for the safety and protection of life and property. 4. No furniture, freight or equipment of any kind shall be brought into the Project without Landlord's prior authorization. All moving activity into or out of the Project shall be scheduled with Landlord and done only at such time and in such manner as Landlord designates. Landlord shall have the right to prescribe the weight, size and position of all safes and other heavy property brought into the Project and also the times and manner of moving the same in and out of the Project. Safes and other heavy objects shall, if considered necessary by Landlord, stand on supports of such thickness as is necessary to properly distribute the weight, and Tenant shall be solely responsible for the cost of installing all supports. Landlord will not be responsible for loss of or damage to any such safe or property in any case. Any damage to any part of the Project, its contents, occupants or visitors by moving or maintaining any such safe or other property shall be the sole responsibility and expense of Tenant. 5. The requirements of Tenant will be attended to only upon application at the management office for the Project or at such office location designated by Landlord. Tenant shall not ask employees of Landlord to do anything outside their regular duties without special authorization from Landlord. (` (00225102.1 306-9905263) C_1 MIA 186217473v2 6. Tenant shall not disturb, solicit,or canvass any occupant of the Project and shall cooperate with Landlord and its agents to prevent the same. Tenant,its employees and agents shall not loiter in or on the entrances, corridors, sidewalks, lobbies, halls, stairways, elevators, or any Common Areas for the purpose of smoking tobacco products or for any other purpose, nor in any way obstruct such areas, and shall use them only as a means of ingress and egress for the Premises. Smoking shall not be permitted in the Common Areas. 7. The toilet rooms, urinals and wash bowls shall not be used for any purpose other than that for which they were constructed,and no foreign substance of any kind whatsoever shall be thrown therein. The expense of any breakage,stoppage or damage resulting from the violation of this rule shall be borne by the tenant who, or whose employees or agents, shall have caused it. 8. Except for vending machines intended for the sole use of Tenant's employees and invitees, no vending machine or machines other than fractional horsepower office machines shall be installed,maintained or operated upon the Premises without the written consent of Landlord. 9. Tenant shall not use or keep in or on the Premises or the Project any kerosene, gasoline or other inflammable or combustible fluid or material. Tenant shall not bring into or keep within the Premises or the Project any animals,birds,bicycles or other vehicles. 10. Tenant shall not use,keep or permit to be used or kept,any foul or noxious gas or substance in or on the Premises,or permit or allow the Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Project by reason of noise, odors, or vibrations, or to otherwise interfere in any way with the use of the Project by other tenants. 11. No cooking shall be done or permitted on the Premises,nor shall the Premises be used for the storage of merchandise, for loading or for any improper, objectionable or immoral purposes. Notwithstanding the foregoing, Tenant's approved equipment and microwave ovens may be used in the Premises for heating food and brewing coffee, tea, hot chocolate and similar beverages for employees and visitors of Tenant, provided that such use is in accordance with all applicable federal,state and city laws,codes,ordinances,rules and regulations;and provided further that such cooking does not result in odors escaping from the Premises. 12. Landlord shall have the right to approve where and how telephone wires are to be introduced to the Premises. No boring or cutting for wires shall be allowed without the consent of Landlord. The location of telephone call boxes and other office equipment affixed to the Premises shall be subject to the approval of Landlord. Tenant shall not mark, drive nails or screws, or drill into the partitions, woodwork or plaster contained in the Premises or in any way deface the Premises or any part thereof without Landlord's prior written consent. Tenant shall not install any radio or television antenna, satellite dish, loudspeaker or other device on the roof or exterior walls of the Project. Tenant shall not interfere with broadcasting or reception from or in the Project or elsewhere. 13. Landlord reserves the right to exclude or expel from the Project any person who, in the judgment of Landlord, is intoxicated or under the influence of liquor or drugs,or who shall in any manner do any act in violation of any of these Rules and Regulations. {00225102.1 306-9905263) C-2 MIA 186217473v2 14. Tenant shall not waste electricity, water or air conditioning and agrees to cooperate fully with Landlord to ensure the most effective operation of the Project's heating and air conditioning system,and shall refrain from attempting to adjust any controls. Tenant shall not without the prior written consent of Landlord use any method of heating or air conditioning other than that supplied by Landlord. 15. Tenant shall store all its trash and garbage within the interior of the Premises. No material shall be placed in the trash boxes or receptacles if such material is of such nature that it may not be disposed of in the ordinary and customary manner of removing and disposing of trash in the vicinity of the Project without violation of any law or ordinance governing such disposal. All trash, garbage and refuse disposal shall be made only through entry-ways and elevators provided for such purposes at such times as Landlord shall designate. 16. Tenant shall comply with all safety, fire protection and evacuation procedures and regulations established by Landlord or any governmental agency. 17. No awnings or other projection shall be attached to the outside walls or windows of the Project by Tenant. No curtains, blinds, shades or screens shall be attached to or hung in any window or door of the Premises without the prior written consent of Landlord. All electrical ceiling fixtures hung in the Premises must be fluorescent and/or of a quality,type,design and bulb color approved by Landlord. Tenant shall abide by Landlord's regulations concerning the opening and closing of window coverings which are attached to the windows in the Premises. The skylights, windows, and doors that reflect or admit light and air into the halls, passageways or other public places in the Project shall not be covered or obstructed by Tenant,nor shall any bottles, parcels or other articles be placed on the windowsills. 18. Tenant shall not employ any person or persons other than the janitor of Landlord for the purpose of cleaning the Premises unless otherwise agreed to in writing by Landlord. Except with the prior written consent of Landlord,no person or persons other than those approved by Landlord shall be permitted to enter the Project for the purpose of cleaning same. Landlord shall in no way be responsible to Tenant for any loss of property on the Premises, however occurring, or for any damage done to the effects of Tenant or any of its employees or other persons by the janitor of Landlord. Janitor service shall include ordinary dusting and cleaning by the janitor assigned to such work and shall not include cleaning of carpets or rugs, except normal vacuuming, or moving of furniture and other special services. Window cleaning shall be done only by Landlord at reasonable intervals and as Landlord deems necessary. PARKING RULES 1. Landlord shall permit Tenant to keep such vehicles overnight as Tenant deems necessary i.e. code enforcement vehicles and other city owned vehicles and trucks. 2. Tenant shall not permit or allow any vehicles that belong to or are controlled by Tenant or Tenant's employees, suppliers, shippers, customers, or invitees to be loaded, unloaded, or parked in areas other than those designated by Landlord for such activities. Users of the parking area will obey all posted signs and park only in the areas designated for vehicle parking. {00225102.1 306-9905263} C-3 MIA 186217473v2 3. Parking stickers or identification devices shall be the property of Landlord and shall be returned to Landlord by the holder thereof upon termination of the holder's parking privileges. Tenant will pay such replacement charges as is reasonably established by Landlord for the loss of such devices. Loss or theft of parking identification stickers or devices from automobiles must be reported to the parking operator immediately. Any parking identification stickers or devices reported lost or stolen found on any unauthorized car will be confiscated and the illegal holder will be subject to prosecution. 4. Landlord reserves the right to relocate all or a part of parking spaces from floor to floor, within one floor, and/or to reasonably adjacent off site locations(s), and to allocate them between compact and standard size and tandem spaces,as long as the same complies with applicable laws, ordinances and regulations. 5. Unless otherwise instructed, every person using the parking area is required to park and lock his own vehicle. Landlord will not be responsible for any damage to vehicles, injury to persons or loss of property, all of which risks are assumed by the party using the parking area. 6. Validation of visitor parking, if established, will be permissible only by such method or methods as Landlord may establish at rates determined by Landlord,in Landlord's sole discretion. 7. The maintenance, washing, waxing or cleaning of vehicles in the parking structure or Common Areas is prohibited. 8. Tenant shall be responsible for seeing that all of its employees,agents and invitees comply with the applicable parking rules, regulations, laws and agreements. Garage managers or attendants are not authorized to make or allow any exceptions to these Parking Rules and Regulations. Landlord reserves the right to terminate parking rights for any person or entity that willfully refuses to comply with these rules and regulations. 9. Every driver is required to park his own car. Where there are tandem spaces, the first car shall pull all the way to the front of the space leaving room for a second car to park behind the first car. The driver parking behind the first car must leave his key with the parking attendant. Failure to do so shall subject the driver of the second car to a Fifty Dollar ($50.00) fine. Refusal of the driver to leave his key when parking in a tandem space shall be cause for termination of the right to park in the parking facilities. The parking operator, or his employees or agents, shall be authorized to move cars that are parked in tandem should it be necessary for the operation of the garage. Tenant agrees that all responsibility for damage to cars or the theft of or from cars is assumed by the driver, and further agrees that Tenant will hold Landlord harmless for any such damages or theft. Landlord reserves the right at any time to change or rescind any one or more of these Rules and Regulations, or to make such other and further reasonable Rules and Regulations as in Landlord's judgment may from time to time be necessary for the management, safety, care and cleanliness of the Project, and for the preservation of good order therein, as well as for the convenience of other occupants and tenants therein. Landlord may waive any one or more of these Rules and Regulations for the benefit of any particular tenant, but no such waiver by Landlord shall be construed as a waiver of such Rules and Regulations in favor of any other tenant, nor {00225102.1 306-9905263) C-4 MIA 186217473v2 prevent Landlord from thereafter enforcing any such Rules or Regulations against any or all tenants of the Project. Tenant shall be deemed to have read these Rules and Regulations and to have agreed to abide by them as a condition of its occupancy of the Premises. (00225102.1 306-9905263) C-5 MIA 186217473v2 LEASE THIS LEASE(the"Lease")is executed this - 'day of ' 1p I I , 2012,by and between DUKE PGC AT QUANTUM 1-9,LLC,a Delaware limited liability company("Landlord"), and FANTASY CHOCOLATES,INC.,a Florida corporation("Tenant"). ARTICLE 1 -LEASE OF PREMISES Section 1.01. Basic Lease Provisions and Definitions. (a) Leased Premises(shown outlined on Exhibit A attached hereto): a portion of the building commonly known as Gateway Center 5 (the"Building"),located at 2045 High Ridge Road, Boynton Beach,Florida 33426,within Gateway Center(the"Park"); provided,however,that prior to the Expansion Date(as hereinafter defined),the Leased Premises shall consist of only that portion labeled "Phase I" on Exhibit A hereto("Phase I"). (b) Rentable Area: approximately 30,000 square feet;provided,however,that prior to the Expansion Date,the Rentable Area shall be 22,500 rentable square feet. (c) Tenant's Proportionate Share: 52.06%; provided,however,that prior to the Expansion Date,Tenant's Proportionate Share shall be 39.04%. (d) Minimum Annual Rent: June 1,2012-January 31,2013 $ 0.00 February 1,2013-January 31,2014 $165,000.00 February 1,2014-January 31,2015 $169,950.00 February 1,2015-January 31,2016 $174,900.00 February 1,2016-January 31,2017 $180,300.00 February 1,2017-January 31,2018 $185,709.00 February 1,2018-January 31,2019 $191,280.24 February 1,2019-January 31,2020 $197,018.64 (Note: Minimum Annual Rent does not include applicable Florida State Sales Tax,or Additional Rent,which sums shall be the sole responsibility of Tenant.) The foregoing schedule shall be adjusted based on the Commencement Date and the Expansion Date,as applicable,to ensure that Tenant receives a minimum of eight(8)months of rent abatement and pays seven(7)years of Minimum Annual Rent for the entire Leased Premises. (e) Monthly Rental Installments: June 1,2012- January 31,2013 $ 0.00 February 1,2013-January 31,2014 $13,750.00 February 1,2014-January 31,2015 $14,162.50 February 1,2015-January 31,2016 $14,575.00 February 1,2016-January 31,2017 $15,025.00 February 1,2017 -January 31,2018 $15,475.75 February 1,2018-January 31,2019 $15,940.02 February 1,2019-January 31,2020 $16,418.22 G:\Lcasing\South Florida Propertics\Prcmicr Portfolio\Buildings\Gateway Center\Proposals'Fantasy Chocolatcs\Fantasy Chocolates 4(Final).Doc (Note: Monthly Rental Installments do not include applicable Florida State Sales Tax,or Additional Rent,which sums shall be the sole responsibility of Tenant.) The foregoing schedule shall be adjusted based on the Commencement Date and the Expansion Date,as applicable,to ensure that Tenant receives a minimum of eight(8)months of rent abatement and pays seven(7)years of Monthly Rental Installments for the entire Leased Premises. (f) Intentionally Omitted. (g) Target Commencement Date: June 1,2012. (h) Expiration Date: The date immediately preceding the seventh(71s)anniversary of the Expansion Date. (i) Security Deposit: $48,000.00. (j) Broker(s): Levy Realty Advisors Inc. representing Tenant,and Duke Realty Services, LLC representing Landlord. (k) Permitted Use: General office,light manufacturing,warehousing and storage of food products and related purposes. (1) Address for notices and payments are as follows: Landlord: Duke PGC at Quantum 1-9,LLC do Duke Realty Corporation Attn.: South Florida Market—V.P.,Asset Mgmt.&Customer Service 2400 North Commerce Parkway,Suite 405 Weston,FL 33326 With Payments to: Duke PGC at Quantum 1-9,LLC do Duke Realty Corporation 75 Remittance Drive, Suite 1477 Chicago,IL 60675-1477 Tenant(prior to occupancy): Fantasy Chocolates,Inc. 2885 South Congress Avenue,Unit A Delray Beach,Florida 33445 Tenant(following occupancy): Fantasy Chocolates,Inc. 2045 High Ridge Road Boynton Beach,Florida 33426 (m) Guarantor: None. EXHIBITS Exhibit A: Leased Premises Exhibit B: Tenant Improvements Exhibit B-1: Phase I Scope of Work 2 Exhibit B-2: Phase II Scope of Work Exhibit C-1: Phase I Letter of Understanding Exhibit C-2: Phase II Letter of Understanding Exhibit D: Rules and Regulations Exhibit E: Offer Space Section 1.02. Lease of Premises. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the Leased Premises,under the terms and conditions herein,together with a non-exclusive right,in common with others,to use the following(collectively,the"Common Areas"): the areas of the Building and the underlying land and improvements thereto that are designed for use in common by all tenants of the Building and their respective employees,agents,customers,invitees and others. ARTICLE 2-TERM AND POSSESSION Section 2.01. Lease Term. The Lease Term shall commence as of the date(the"Commencement Date")that Substantial Completion(as defined in Exhibit B hereto)of the Phase I Improvements(as defined in Section 2.02 below)occurs and shall continue through and including the Expiration Date. Upon the date(the"Expansion Date")that is the later to occur of(a)February 1,2013,or(b)the date that Substantial Completion of the Phase H Improvements(as defined in Section 2.02 below)occurs,the Leased Premises shall be expanded to include that portion labeled"Phase II"on Exhibit A hereto("Phase II"). Section 2.02. Construction of Tenant Improvements. Landlord shall construct and install all leasehold improvements to Phase I(the"Phase I Improvements")and all leasehold improvements to Phase II(the"Phase II Improvements";the Phase I Improvements and the Phase H Improvements hereinafter,collectively,called the"Tenant Improvements")in accordance with Exhibit B attached hereto and made a part hereof. Section 2.03. Surrender of the Leased Premises. Upon the expiration or earlier termination of this Lease,Tenant shall,at its sole cost and expense,immediately(a)surrender the Leased Premises to Landlord in broom-clean condition and in good order,condition and repair,(b)remove from the Leased Premises or where located(i)Tenant's Property(as defined in Section 8.01 below),(ii)all data and communications equipment,wiring and cabling(including above ceiling,below raised floors and behind walls),and(iii)any alterations required to be removed pursuant to Section 7.03 below,and(c)repair any damage caused by any such removal and restore the Leased Premises to the condition existing upon the Commencement Date,reasonable wear and tear excepted. All of Tenant's Property that is not removed within ten(10)business days following Landlord's written demand therefor shall be conclusively deemed to have been abandoned and Landlord shall be entitled to dispose of such property at Tenant's cost without incurring any liability to Tenant. This Section 2.03 shall survive the expiration or any earlier termination of this Lease. Section 2.04. Holding Over. If Tenant retains possession of the Leased Premises after the expiration or earlier termination of this Lease,Tenant shall be a tenant at sufferance at one hundred fifty percent(150%)of the Monthly Rental Installments and Annual Rental Adjustment(as hereinafter defined)for the Leased Premises in effect upon the date of such expiration or earlier termination,and otherwise upon the terms,covenants and conditions herein specified,so far as applicable. Acceptance by Landlord of rent after such expiration or earlier termination shall not result in a renewal of this Lease,nor shall such acceptance create a month-to-month tenancy. In the event a month-to-month tenancy is created by operation of law,either party shall have the right to terminate such month-to-month tenancy upon thirty(30) days'prior written notice to the other,whether or not said notice is given on the rent paying 3 date. This Section 2.04 shall in no way constitute a consent by Landlord to any holding over by Tenant upon the expiration or earlier termination of this Lease,nor limit Landlord's remedies in such event. ARTICLE 3-RENT Section 3.01. Base Rent. Tenant shall pay to Landlord the Minimum Annual Rent in the Monthly Rental Installments,plus Florida State Sales Tax, in advance,without demand,deduction or offset,on the Commencement Date and on or before the first day of each and every calendar month thereafter during the Lease Term. The Monthly Rental Installments for partial calendar months shall be prorated. Tenant shall be responsible for delivering the Monthly Rental Installments to the payment address set forth in Section 1.01(1)above in accordance with this Section 3.01. Section 3.02. Annual Rental Adjustment Definitions. (a) "Annual Rental Adjustment" shall mean the amount of Tenant's Proportionate Share of Operating Expenses for a particular calendar year. (b) "Operating Expenses"shall mean the amount of all of Landlord's costs and expenses paid or incurred in operating,repairing,replacing and maintaining the Building and the Common Areas in good condition and repair for a particular calendar year(including all additional costs and expenses that Landlord reasonably determines that it would have paid or incurred during such year if the Building had been fully occupied;furthermore,if the Building's occupancy is deemed substantially full in any calendar year,all costs and expenses paid or incurred during that year will be recoverable from the tenants of the Building),including by way of illustration and not limitation,the following: all Real Estate Taxes(as hereinafter defined),insurance premiums and deductibles;water,sewer,electrical and other utility charges other than the separately billed electrical and other charges paid by Tenant as provided in this Lease(or other tenants in the Building);painting; stormwater discharge fees;tools and supplies;repair costs; landscape maintenance costs;access patrols;license,permit and inspection fees;management fees (which shall not exceed 5%of the gross rental receipts for the Building);administrative fees; supplies, costs,wages and related employee benefits payable for the management,maintenance and operation of the Building;maintenance,repair and replacement of the driveways,parking areas,curbs and sidewalk areas(including snow and ice removal),landscaped areas,drainage strips,sewer lines,exterior walls, foundation,structural frame,roof,gutters and lighting; and maintenance and repair costs,dues,fees and assessments incurred under any covenants or charged by any owners association. The cost of any Operating Expenses that are capital in nature shall be amortized over the useful life of the improvement (as reasonably determined by Landlord),and only the amortized portion shall be included in Operating Expenses. (c) "Tenant's Proportionate Share of Operating Expenses" shall mean an amount equal to the product of Tenant's Proportionate Share times the Operating Expenses. Said Operating Expenses are estimated to be$3.62 per square foot for calendar year 2012. Tenant acknowledges that said amount is only an estimate and agrees to reimburse Landlord for Tenant's Proportionate Share of the actual Operating Expenses under the Lease in accordance with this Section 3.02. (d) "Real Estate Taxes"shall mean any form of real estate tax or assessment or service payments in lieu thereof,and any license fee,commercial rental tax,improvement bond or other similar charge or tax(other than inheritance,personal income or estate taxes)imposed upon the Building or Common Areas,or against Landlord's business of leasing the Building,by any authority having the power to so charge or tax,together with costs and expenses of contesting the validity or amount of the Real Estate Taxes. 4 Section 3.03. Payment of Additional Rent. (a) Any amount required to be paid by Tenant hereunder(in addition to Minimum Annual Rent)and any charges or expenses incurred by Landlord on behalf of Tenant under the terms of this Lease shall be considered"Additional Rent"payable in the same manner and upon the same terms and conditions as the Minimum Annual Rent reserved hereunder,except as set forth herein to the contrary. Any failure on the part of Tenant to pay such Additional Rent when and as the same shall become due shall entitle Landlord to the remedies available to it for non-payment of Minimum Annual Rent. Notwithstanding the foregoing,Landlord and Tenant acknowledge and agree that(i)any excess costs incurred by Tenant and payable to Landlord in connection with the construction and installation of the Tenant Improvements(the "Excess Costs")shall not be considered Additional Rent under this Lease,(ii) neither party shall record Excess Costs as rental income or rental expense on its respective books and records,(iii)Tenant is not obligated to incur Excess Costs under this Lease,and(iv)the portion of the Tenant Improvements related to the Excess Costs are solely for Tenant's own use and benefit and the Excess Costs are in addition to,not in lieu of,the market rental rate charged by Landlord to Tenant under this Lease. (b) In addition to the Minimum Annual Rent specified in this Lease,commencing as of the Commencement Date,Tenant shall pay to Landlord as Additional Rent for the Leased Premises,in each calendar year or partial calendar year during the Lease Term,an amount equal to the Annual Rental Adjustment for such calendar year. Landlord shall estimate the Annual Rental Adjustment annually,and written notice thereof shall be given to Tenant prior to the beginning of each calendar year. Tenant shall pay to Landlord each month,at the same time the Monthly Rental Installment is due,an amount equal to one-twelfth(1/12)of the estimated Annual Rental Adjustment. Tenant shall be responsible for delivering the Additional Rent to the payment address set forth in Section 1.01(1)above in accordance with this Section 3.03. If Operating Expenses increase during a calendar year,Landlord may increase the estimated Annual Rental Adjustment one(1)time during such year by giving Tenant written notice to that effect,and thereafter Tenant shall pay to Landlord, in each of the remaining months of such year, an amount equal to the amount of such increase in the estimated Annual Rental Adjustment divided by the number of months remaining in such year. Within a reasonable time after the end of each calendar year, Landlord shall prepare and deliver to Tenant a statement showing the actual Annual Rental Adjustment. Within thirty(30)days after receipt of the aforementioned statement,Tenant shall pay to Landlord,or Landlord shall credit against the next rent payment or payments due from Tenant,as the case may be,the difference between the actual Annual Rental Adjustment for the preceding calendar year and the estimated amount paid by Tenant during such year. This Section 3.03 shall survive the expiration or any earlier termination of this Lease. Section 3.04. Late Charges. Tenant acknowledges that Landlord shall incur certain additional unanticipated administrative and legal costs and expenses if Tenant fails to pay timely any payment required hereunder. Therefore,in addition to the other remedies available to Landlord hereunder,if any payment required to be paid by Tenant to Landlord hereunder shall become overdue,such unpaid amount shall bear interest from the due date thereof to the date of payment at the prime rate of interest,as reported in the Wall Street Journal(the"Prime Rate")plus six percent(6%)per annum;provided, however such interest rate shall not be less than twelve percent(12%)per annum. Section 3.05. Maximum Increase in Operating Expenses. Notwithstanding anything in this Lease to the contrary,Tenant will be responsible for Tenant's Proportionate Share of Real Estate Taxes, insurance premiums,utilities,trash removal,management fees(subject to the cap set forth in Section 3.02(b)above),and charges assessed against the Building pursuant to any covenants or owner's association("Uncontrollable Expenses"),without regard to the level of increase in any or all of the above in any year or other period of time. Tenant's obligation to pay all other Building Operating Expenses that 5 are not Uncontrollable Expenses(herein"Controllable Expenses")shall be limited to a five percent(5%) per annum increase over the amount the Controllable Expenses per square foot for the immediately preceding calendar year would have been had the Controllable Expenses per square foot increased at the rate of five percent(5%)in all previous calendar years beginning with the actual Controllable Expenses per square foot for the year ending December 31,2012. Notwithstanding the foregoing,to the extent there is a material change in immigration laws,an increase in the current minimum wage(as of the date of this Lease)or the unionization of the labor force(collectively,the"Uncontrollable Events")that actually impacts the cost of landscaping for the Building beyond the standard cost increases over time as a result of inflation,then the portion of such cost increase relating to the Uncontrollable Events(but excluding, the inflationary increases or costs not relating to the Uncontrollable Events)would not be subject to the five percent(5%)cap and Tenant shall pay Tenant's Proportionate Share of such costs in the same manner as the other Uncontrollable Expenses. Section 3.06. Inspection and Audit Rights. (a) Tenant shall have the right to inspect,at reasonable times and in a reasonable manner, during the sixty(60)day period following the delivery of Landlord's statement of the actual amount of the Annual Rental Adjustment(the"Inspection Period"),such of Landlord's books of account and records as pertain to and contain information concerning the Annual Rental Adjustment for the prior calendar year in order to verify the amounts thereof. Such inspection shall take place at Landlord's office upon at least fifteen(15)days prior written notice from Tenant to Landlord. Only Tenant or a certified public accountant that is not being compensated for its services on a contingency fee basis shall conduct such inspection. Tenant shall also agree to follow Landlord's reasonable procedures for auditing such books and records. Landlord and Tenant shall act reasonably in assessing the other party's calculation of the Annual Rental Adjustment. Tenant shall provide Landlord with a copy of its findings within thirty(30) days after completion of the audit. Tenant's failure to exercise its rights hereunder within the Inspection Period shall be deemed a waiver of its right to inspect or contest the method,accuracy or amount of such Annual Rental Adjustment. (b) If Landlord and Tenant agree that Landlord's calculation of the Annual Rental Adjustment for the inspected calendar year was incorrect,the parties shall enter into a written agreement confirming such undisputed error and then Landlord shall make a correcting payment in full to Tenant within thirty(30)days after the determination of the amount of such error or credit such amount against future Additional Rent if Tenant overpaid such amount,and Tenant shall pay Landlord within thirty(30) days after the determination of such error if Tenant underpaid such amount. In the event of any errors on the part of Landlord that Landlord agrees were errors costing Tenant in excess of ten percent(10%)of Tenant's actual operating expense liability for any calendar year,Landlord will also reimburse Tenant for the costs of an audit reasonably incurred by Tenant in an amount not to exceed$2,500 within the above thirty(30)day period. If Tenant provides Landlord with written notice disputing the correctness of Landlord's statement,and if such dispute shall have not been settled by agreement within thirty(30)days after Tenant provides Landlord with such written notice,Tenant may submit the dispute to a reputable firm of independent certified public accountants selected by Tenant and approved by Landlord,and the decision of such accountants shall be conclusive and binding upon the parties. If such accountant decides that there was an error,Landlord will make correcting payment if Tenant overpaid such amount,and Tenant shall pay Landlord if Tenant underpaid such amount. The fees and expenses involved in such decision shall be borne by the party required to pay for the audit. (c) All of the information obtained through Tenant's inspection with respect to financial matters(including,without limitation,costs,expenses and income)and any other matters pertaining to Landlord,the Leased Premises,the Building and/or the Park as well as any compromise,settlement or adjustment reached between Landlord and Tenant relative to the results of the inspection shall be held in 6 strict confidence by Tenant and its officers,agents,and employees;and Tenant shall cause its independent professionals to be similarly bound. The obligations within the preceding sentence shall survive the expiration or earlier termination of the Lease. ARTICLE 4-SECURITY DEPOSIT Upon execution and delivery of this Lease by Tenant,Tenant shall deposit the Security Deposit with Landlord as security for the performance by Tenant of all of Tenant's obligations contained in this Lease. In the event of a default by Tenant,Landlord may apply all or any part of the Security Deposit to cure all or any part of such default;provided,however,that any such application by Landlord shall not be or be deemed to be an election of remedies by Landlord or considered or deemed to be liquidated damages. Tenant agrees promptly,upon demand,to deposit such additional sum with Landlord as may be required to maintain the full amount of the Security Deposit. All sums held by Landlord pursuant to this Article 4 shall be without interest and may be commingled by Landlord. Within forty-five(45)days following the end of the Lease Term,provided that there is then no uncured default or any repairs required to be made by Tenant pursuant to Section 2.03 above or Section 7.03 below,Landlord shall return the Security Deposit to Tenant. ARTICLE 5-OCCUPANCY AND USE Section 5.01. Use. Tenant shall use the Leased Premises for the Permitted Use and for no other purpose without the prior written consent of Landlord. Section 5.02. Covenants of Tenant Regarding Use. (a) Tenant shall(i)use and maintain the Leased Premises and conduct its business thereon in a safe,careful,reputable and lawful manner,(ii)comply with all covenants that encumber the Building and all laws,rules,regulations,orders,ordinances,directions and requirements of any governmental authority or agency,now in force or which may hereafter be in force,including,without limitation,those which shall impose upon Landlord or Tenant any duty with respect to or triggered by a change in the use or occupation of,or any improvement or alteration to,the Leased Premises,and(iii)comply with and obey all reasonable directions,rules and regulations of Landlord,including the Building Rules and Regulations attached hereto as Exhibit D and made a part hereof,as may be modified from time to time by Landlord on reasonable notice to Tenant. (b) Tenant shall not do or permit anything to be done in or about the Leased Premises that will in any way cause a nuisance,obstruct or interfere with the rights of other tenants or occupants of the Building or injure or annoy them. Landlord shall not be responsible to Tenant for the non-performance by any other tenant or occupant of the Building of any of Landlord's directions,rules and regulations,but agrees that any enforcement thereof shall be done uniformly. Tenant shall not overload the floors of the Leased Premises. All damage to the floor structure or foundation of the Building due to improper positioning or storage of items or materials shall be repaired by Landlord at the sole expense of Tenant, who shall reimburse Landlord immediately therefor upon demand. Tenant shall not use the Leased Premises,nor allow the Leased Premises to be used,for any purpose or in any manner,except as expressly provided in the Permitted Use set forth in Section 1,01(k)above,that would(i)invalidate any policy of insurance now or hereafter carried by Landlord on the Building,or(ii)increase the rate of premiums payable on any such insurance policy unless Tenant reimburses Landlord for any increase in premium charged. Section 5.03. Landlord's Rights Regarding Use. Without limiting any of Landlord's rights specified elsewhere in this Lease(a)Landlord shall have the right at any time,without notice to Tenant, 7 to control,change or otherwise alter the Common Areas in such manner as it deems necessary or proper so long as any such control,change or alteration does not materially and adversely affect Tenant's use of the Leased Premises for the Permitted Use,and(b)Landlord,its agents,employees and contractors and any mortgagee of the Building shall have the right to enter any part of the Leased Premises at reasonable times upon reasonable notice(except in the event of an emergency where no notice shall be required)for the purposes of examining or inspecting the same(including,without limitation,testing to confirm Tenant's compliance with this Lease),showing the same to prospective purchasers,mortgagees or tenants, and making such repairs,alterations or improvements to the Leased Premises or the Building as Landlord may deem necessary or desirable. Landlord shall incur no liability to Tenant for such entry,nor shall such entry constitute an eviction of Tenant or a termination of this Lease,or entitle Tenant to any abatement of rent therefor. Section 5.04. Hurricane Shutters. Landlord shall provide Tenant with hurricane shutters for Tenant's use at the Leased Premises in case of a threat of hurricane,tropical storm,or other adverse weather conditions. Tenant agrees to(a)store the hurricane shutters in the Leased Premises in accordance with Landlord's recommendations,(b)be solely responsible for the maintenance and protection of the hurricane shutters,and(c)replace the hurricane shutters in the event of damage,theft or loss. If there is a threat of hurricane,tropical storm,or other adverse weather condition,it will be Tenant's sole responsibility to promptly install the hurricane shutters and to then remove the hurricane shutters after the weather threat has passed. Hurricane shutters will be installed on the pre-existing bolts installed by Landlord for such purposes, and Tenant shall not be permitted to drill or install other bolts, nails or other devices into the exterior of the Building. Tenant shall be solely responsible to monitor weather reports,and Landlord has no duty to advise Tenant of the threat of hurricane,tropical storm or other adverse weather condition nor will Landlord have any duty or obligation to assist or instruct Tenant in the installation or removal of the hurricane shutters. Upon the expiration or earlier termination of the Lease,Tenant shall return the hurricane shutters to Landlord in substantially the same condition in which such hurricane shutters were received,ordinary wear and tear excepted. From time to time but not more than once in any calendar year,within ten(10)days following Tenant's receipt of written notice from Landlord,Tenant shall deliver to Landlord an inventory of the hurricane shutters on hand. If Tenant fails to deliver the inventory to Landlord within the time specified,Landlord's agents or employees shall be given access to the Leased Premises to take the inventory themselves,and in such event,Tenant agrees to reimburse to Landlord,within ten(10)days of demand,an administrative fee in the fixed amount of $750.00 representing a reimbursement to Landlord of Landlord's time and expense to have the inventory performed. ARTICLE 6-UTILITIES Tenant shall obtain in its own name and pay directly to the appropriate supplier the cost of all utilities and services serving the Leased Premises. However,if any services or utilities are jointly metered with other property,Landlord shall make a reasonable determination of Tenant's proportionate share of the cost of such utilities and services(at rates that would have been payable if such utilities and services had been directly billed by the utilities or services providers)and Tenant shall pay such share to Landlord within fifteen(15)days after receipt of Landlord's written statement. Landlord shall not be liable in damages or otherwise for any failure or interruption of any utility or other Building service and no such failure or interruption shall entitle Tenant to terminate this Lease or withhold sums due hereunder. ARTICLE 7-REPAIRS,MAINTENANCE AND ALTERATIONS Section 7.01. Repair and Maintenance of Building. Landlord shall make all necessary repairs, replacements and maintenance to the roof,sprinkler systems,exterior walls,foundation,structural frame 8 of the Building and the parking and landscaped areas and other Common Areas. The cost of such repairs, replacements and maintenance shall be included in Operating Expenses to the extent provided in Section 3.02;provided however,to the extent any such repairs,replacements or maintenance are required because of the negligence,misuse or default of Tenant,its employees,agents,contractors,customers or invitees, Landlord shall make such repairs at Tenant's sole expense after providing thirty(30)days written notice to Tenant,together with evidence that Tenant is responsible for such repairs,replacement or maintenance. Section 7.02. Repair and Maintenance of Leased Premises. (a) Tenant shall,at its own cost and expense,maintain the Leased Premises in good condition,regularly servicing and promptly making all repairs and replacements thereto,including but not limited to the electrical systems,heating,ventilation and air conditioning("HVAC")systems,plate glass, floors,windows and doors,and plumbing systems. Tenant shall obtain a preventive maintenance contract on the HVAC systems and provide Landlord with a copy thereof. The preventive maintenance contract shall meet or exceed Landlord's standard maintenance criteria,and shall provide for the inspection and maintenance of the HVAC systems on at least a semi-annual basis. (b) Notwithstanding anything to the contrary set forth in subsection(a)above,in the event that an HVAC unit serving the Leased Premises requires replacement and such replacement constitutes a "capital improvement"under generally accepted accounting principles(i)Tenant shall promptly notify Landlord of the need for such replacement,(ii)Landlord shall perform such replacement at its cost and expense(subject to clause(iii)below),and(iii)the cost of such replacement shall be amortized over the useful life of the replacement,as reasonably determined by Landlord in accordance with generally accepted accounting principles,and Tenant shall be obligated to pay(as Additional Rent,payable in the same manner and upon the same terms and conditions as the Minimum Annual Rent hereunder)for the portion of such amortized costs attributable to the remainder of the Lease Term,including any extensions thereof;provided,however,that in the event such replacement is needed as a result of Tenant's failure to maintain the HVAC unit properly or the negligence or willful misconduct of Tenant or Tenant's agents, employees,contractors or invitees,Tenant shall be required to perform the necessary repairs at its sole cost and expense. Section 7.03. Alterations. Tenant shall not permit alterations in or to the Leased Premises unless and until Landlord has approved the plans therefor in writing. As a condition of such approval,Landlord may require Tenant to remove the alterations and restore the Leased Premises upon termination of this Lease;otherwise,all such alterations shall at Landlord's option become a part of the realty and the property of Landlord,and shall not be removed by Tenant. Tenant shall ensure that all alterations shall be made in accordance with all applicable laws,regulations and building codes,in a good and workmanlike manner and of quality equal to or better than the original construction of the Building. No person shall be entitled to any lien derived through or under Tenant for any labor or material furnished to the Leased Premises,and nothing in this Lease shall be construed to constitute Landlord's consent to the creation of any lien. If any lien is filed against the Leased Premises for work claimed to have been done for or material claimed to have been furnished to Tenant,Tenant shall either provide a payment bond to resolve the lien or cause such lien to be discharged of record within thirty(30)days after filing. Tenant shall indemnify Landlord from all costs,losses,expenses and attorneys'fees in connection with any construction or alteration and any related lien. Tenant agrees that at Landlord's option,Duke Construction Limited Partnership or a subsidiary or affiliate of Landlord,who shall receive a fee as Landlord's construction manager or general contractor,shall perform all work on any alterations to the Leased Premises at a competitive market rate. 9 ARTICLE 8-INDEMNITY AND INSURANCE Section 8.01. Release. All of Tenant's trade fixtures,merchandise,inventory,special fire protection equipment,telecommunication and computer equipment,supplemental air conditioning equipment,kitchen equipment and all other personal property in or about the Leased Premises,the Building or the Common Areas,which is deemed to include the trade fixtures,merchandise, inventory and personal property of others located in or about the Leased Premises or Common Areas at the invitation,direction or acquiescence(express or implied)of Tenant(all of which property shall be referred to herein,collectively,as"Tenant's Property"),shall be and remain at Tenant's sole risk. Landlord shall not be liable to Tenant or to any other person for,and Tenant hereby releases Landlord (and its affiliates,property managers and mortgagees)from(a)any and all liability for theft or damage to Tenant's Property,and(b)any and all liability for any injury to Tenant or its employees,agents, contractors,guests and invitees in or about the Leased Premises,the Building or the Common Areas, except to the extent of personal injury caused directly by the negligence or willful misconduct of Landlord,its agents,employees or contractors. Nothing contained in this Section 8.01 shall limit(or be deemed to limit)the waivers contained in Section 8.06 below. In the event of any conflict between the provisions of Section 8.06 below and this Section 8.01,the provisions of Section 8.06 shall prevail. This Section 8.01 shall survive the expiration or earlier termination of this Lease. Section 8.02. Indemnification by Tenant. Tenant shall protect,defend,indemnify and hold Landlord,its agents,employees and contractors of all tiers harmless from and against any and all claims, damages,demands,penalties,costs,liabilities,losses,and expenses(including reasonable attorneys'fees and expenses at the trial and appellate levels)to the extent(a)arising out of or relating to any act, omission,negligence,or willful misconduct of Tenant or Tenant's agents,employees,contractors, customers or invitees in or about the Leased Premises,the Building or the Common Areas,(b)arising out of or relating to any of Tenant's Property,or(c)arising out of any other act or occurrence within the Leased Premises,in all such cases except to the extent of personal injury caused directly by the negligence or willful misconduct of Landlord, its agents,employees or contractors. Nothing contained in this Section 8.02 shall limit(or be deemed to limit)the waivers contained in Section 8.06 below. In the event of any conflict between the provisions of Section 8.06 below and this Section 8.02,the provisions of Section 8.06 shall prevail. This Section 8.02 shall survive the expiration or earlier termination of this Lease. Section 8.03. Indemnification by Landlord. Landlord shall protect,defend,indemnify and hold Tenant,its agents,employees and contractors of all tiers harmless from and against any and all claims, damages,demands,penalties,costs,liabilities, losses and expenses(including reasonable attorneys'fees and expenses at the trial and appellate levels)to the extent arising out of or relating to any act,omission, negligence or willful misconduct of Landlord or Landlord's agents,employees or contractors. Nothing contained in this Section 8.03 shall limit(or be deemed to limit)the waivers contained in Section 8.06 below. In the event of any conflict between the provisions of Section 8.06 below and this Section 8.03, the provisions of Section 8.06 shall prevail. This Section 8.03 shall survive the expiration or earlier termination of this Lease. Section 8.04. Tenant's Insurance. (a) During the Lease Term(and any period of early entry or occupancy or holding over by Tenant,if applicable),Tenant shall maintain the following types of insurance, in the amounts specified below: (i) Liability Insurance. Commercial General Liability Insurance,ISO Form CG 00 01,or its equivalent,covering Tenant's use of the Leased Premises against claims for bodily injury or 10 death or property damage,which insurance shall be primary and non-contributory and shall provide coverage on an occurrence basis with a per occurrence limit of not less than$2,000,000 for each policy year,which limit may be satisfied by any combination of primary and excess or umbrella per occurrence policies. (ii) Property Insurance. Special Form Insurance in the amount of the full replacement cost of Tenant's Property(including,without limitation,alterations or additions performed by Tenant pursuant hereto,but excluding those improvements, if any,made pursuant to Section 2.02 above), which insurance shall waive coinsurance limitations. (iii) Worker's Compensation Insurance. Worker's Compensation insurance in amounts required by applicable law;provided, if there is no statutory requirement for Tenant,Tenant shall still obtain Worker's Compensation insurance coverage. (iv) Business Interruption Insurance. Business Interruption Insurance with limits not less than an amount equal to two(2)years rent hereunder. Notwithstanding the foregoing,Tenant may elect not to carry Business Interruption Insurance;provided,however,that in such event Tenant shall release Landlord from any and all liability arising during the Lease Term that would have been covered by such Business Interruption Insurance had Tenant elected to carry such coverage. (v) Automobile Insurance. Comprehensive Automobile Liability Insurance insuring bodily injury and property damage arising from all owned,non-owned and hired vehicles,if any, with minimum limits of liability of$1,000,000 combined single limit,per accident. (b) All insurance required to be carried by Tenant hereunder shall(i)be issued by one or more insurance companies reasonably acceptable to Landlord,licensed to do business in the State in which the Leased Premises is located and having an AM Best's rating of A IX or better,and(ii)provide that said insurance shall not be materially changed,canceled or permitted to lapse on less than thirty(30) days'prior written notice to Landlord. In addition,Tenant shall name Landlord,Landlord's managing agent,and any mortgagee requested by Landlord,as additional insureds under its commercial general liability,excess and umbrella policies(but only to the extent of the limits required hereunder). On or before the Commencement Date(or the date of any earlier entry or occupancy by Tenant),and thereafter, within thirty(30)days prior to the expiration of each such policy,Tenant shall furnish Landlord with certificates of insurance in the form of ACORD 25(or other evidence of insurance reasonably acceptable to Landlord),evidencing all required coverages,and that with the exception of Workers Compensation insurance,such insurance is primary and non-contributory. Upon Tenant's receipt of a request from Landlord,Tenant shall provide Landlord with copies of all insurance policies,including all endorsements, evidencing the coverages required hereunder. If Tenant fails to carry such insurance and furnish Landlord with such certificates of insurance or copies of insurance policies(if applicable),Landlord may obtain such insurance on Tenant's behalf and Tenant shall reimburse Landlord upon demand for the cost thereof as Additional Rent. Landlord reserves the right from time to time to require Tenant to obtain higher minimum amounts or different types of insurance if it becomes customary for other landlords of similar buildings in the area to require similar sized tenants in similar industries to carry insurance of such higher minimum amounts or of such different types. Section 8.05. Landlord's Insurance. During the Lease Term,Landlord shall maintain the following types of insurance, in the amounts specified below(the cost of which shall be included in Operating Expenses): (a) Liability Insurance. Commercial General Liability Insurance,ISO Form CG 00 01,or its equivalent,covering the Common Areas against claims for bodily injury or death and property damage, 11 which insurance shall be primary and non-contributory and shall provide coverage on an occurrence basis with a per occurrence limit of not less than$2,000,000 for each policy year,which limit may be satisfied by any combination of primary and excess or umbrella per occurrence policies. (b) Property Insurance. Special Form Insurance in the amount of the full replacement cost of the Building,including,without limitation,any improvements, if any,made pursuant to Section 2.02 above,but excluding Tenant's Property and any other items required to be insured by Tenant pursuant to Section 8.04 above. Section 8.06. Waiver of Subrogation. Notwithstanding anything contained in this Lease to the contrary,Landlord(and its affiliates,property managers and mortgagees)and Tenant(and its affiliates) hereby waive any rights each may have against the other on account of any loss of or damage to their respective property,the Leased Premises, its contents,or other portions of the Building or Common Areas arising from any risk which is required to be insured against by Sections 8.04(a)(ii),8.04(a)(iii),and 8.05(b)above. The special form property insurance policies and worker's compensation insurance policies maintained by Landlord and Tenant as provided in this Lease shall include an endorsement containing an express waiver of any rights of subrogation by the insurance company against Landlord and Tenant,as applicable. ARTICLE 9-CASUALTY In the event of total or partial destruction of the Building or the Leased Premises by fire or other casualty,Landlord agrees promptly to restore and repair same;provided,however,Landlord's obligation hereunder with respect to the Leased Premises shall be limited to the reconstruction of such of the leasehold improvements as were originally required to be made by Landlord pursuant to Section 2.02 above,if any. Rent shall proportionately abate during the time that the Leased Premises or part thereof are unusable because of any such damage. Notwithstanding the foregoing,if the Leased Premises are(a) so destroyed that they cannot be repaired or rebuilt within two hundred ten(210)days from the casualty date;or(b)destroyed by a casualty that is not covered by the insurance required hereunder or,if covered, such insurance proceeds are not released by any mortgagee entitled thereto or are insufficient to rebuild the Building and the Leased Premises;then,in case of a clause(a)casualty,either Landlord or Tenant may,or, in the case of a clause(b)casualty,then Landlord may,upon thirty(30)days'written notice to the other party,terminate this Lease with respect to matters thereafter accruing. Tenant waives any right under applicable laws inconsistent with the terms of this paragraph. ARTICLE 10-EMINENT DOMAIN If all or any substantial part of the Building or Common Areas shall be acquired by the exercise of eminent domain,Landlord may terminate this Lease by giving written notice to Tenant on or before the date possession thereof is so taken. If all or any part of the Leased Premises shall be acquired by the exercise of eminent domain so that the Leased Premises shall become impractical for Tenant to use for the Permitted Use,Tenant may terminate this Lease by giving written notice to Landlord as of the date possession thereof is so taken. All damages awarded shall belong to Landlord;provided,however,that Tenant may claim dislocation damages if such amount is not subtracted from Landlord's award. ARTICLE 11 -ASSIGNMENT AND SUBLEASE Section 11.01. Assignment and Sublease. (a) Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without Landlord's prior written consent. In the event of any permitted assignment or subletting,Tenant 12 shall remain primarily liable hereunder,and any extension,expansion,rights of first offer,or rights of first refusal granted to Tenant under this Lease shall be rendered void and of no further force or effect. The acceptance of rent from any other person shall not be deemed to be a waiver of any of the provisions of this Lease or to be a consent to the assignment of this Lease or the subletting of the Leased Premises. Any assignment or sublease consented to by Landlord shall not relieve Tenant(or its assignee)from obtaining Landlord's consent to any subsequent assignment or sublease. (b) By way of example and not limitation,Landlord shall be deemed to have reasonably withheld consent to a proposed assignment or sublease if in Landlord's opinion(i)the Leased Premises are or may be in any way adversely affected;(ii)the business reputation of the proposed assignee or subtenant is unacceptable;(iii)the financial worth of the proposed assignee or subtenant is insufficient to meet the obligations hereunder,or(iv) the prospective assignee or subtenant is a current tenant at the Park or is a bona-fide third-party prospective tenant. Landlord further expressly reserves the right to refuse to give its consent to any subletting if the proposed rent is publicly advertised to be less than the then current rent for similar premises in the Building. If Landlord refuses to give its consent to any proposed assignment or subletting,Landlord may,at its option,within thirty(30)days after receiving a request to consent,terminate this Lease by giving Tenant thirty(30) days'prior written notice of such termination, whereupon each party shall be released from all further obligations and liability hereunder,except those which expressly survive the termination of this Lease. Notwithstanding the foregoing,in the event Landlord elects to terminate this Lease pursuant to the immediately preceding sentence,Tenant shall have the right to withdraw its assignment or sublet request within ten(10)days after receipt of Landlord's termination notice,whereupon Landlord's termination shall be ineffective and this Lease shall continue in full force and effect. (c) If Tenant shall make any assignment or sublease,with Landlord's consent,for a rental in excess of the rent payable under this Lease,Tenant shall pay to Landlord all of any such excess rental upon receipt. Tenant agrees to pay Landlord$500.00 upon demand by Landlord for reasonable accounting and attorneys'fees incurred in conjunction with the processing and documentation of any requested assignment,subletting or any other hypothecation of this Lease or Tenant's interest in and to the Leased Premises as consideration for Landlord's consent. Section 11.02. Permitted Transfer. Notwithstanding anything to the contrary contained in Section 11.01 above,Tenant shall have the right,without Landlord's consent,but upon ten(10)days'prior notice to Landlord,to(a)sublet all or part of the Leased Premises to any related corporation or other entity which controls Tenant,is controlled by Tenant or is under common control with Tenant;(b)assign all or any part of this Lease to any related corporation or other entity which controls Tenant,is controlled by Tenant,or is under common control with Tenant,or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant's assets or property;or(c) effectuate any public offering of Tenant's stock on the New York Stock Exchange or in the NASDAQ over the counter market,provided that in the event of a transfer pursuant to clause(b),the tangible net worth after any such transaction is not less than the tangible net worth of Tenant as of the date hereof and provided further that such successor entity assumes all of the obligations and liabilities of Tenant(any such entity hereinafter referred to as a"Permitted Transferee"). For the purpose of this Article 11,(i) "control" shall mean ownership of not less than fifty percent(50%)of all voting stock or legal and equitable interest in such corporation or entity,and(ii)"tangible net worth"shall mean the excess of the value of tangible assets(i.e. assets excluding those which are intangible such as goodwill,patents and trademarks)over liabilities. Any such transfer shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease(for example, transferring its interest to a shell corporation that subsequently files a bankruptcy),and any such transfer shall constitute a Default hereunder. Any change in control of Tenant resulting from a merger, 13 consolidation,or a transfer of partnership or membership interests,a stock transfer,or any sale of substantially all of the assets of Tenant that do not meet the requirements of this Section 11.02 shall be deemed an assignment or transfer that requires Landlord's prior written consent pursuant to Section 11.01 above. ARTICLE 12-TRANSFERS BY LANDLORD Section 12.01. Sale of the Building. Landlord shall have the right to sell the Building at any time during the Lease Term,subject only to the rights of Tenant hereunder;and such sale shall operate to release Landlord from liability hereunder after the date of such conveyance. Section 12.02. Estoppel Certificate. Within ten(10)days following receipt of a written request from Landlord,Tenant shall execute and deliver to Landlord,without cost to Landlord,an estoppel certificate in such form as Landlord may reasonably request certifying(a)that this Lease is in full force and effect and unmodified or stating the nature of any modification,(b)the date to which rent has been paid,(c)that there are not,to Tenant's knowledge,any uncured defaults or specifying such defaults if any are claimed,and(d)any other matters or state of facts reasonably required respecting the Lease. Such estoppel may be relied upon by Landlord and by any purchaser or mortgagee of the Building. Section 12.03. Subordination. This Lease is and shall be expressly subject and subordinate at all times to the lien of any present or future mortgage or deed of trust encumbering fee title to the Leased Premises. If any such mortgage or deed of trust be foreclosed,upon request of the mortgagee or beneficiary("Landlord's Mortgagee"),as the case may be,Tenant will attom to the purchaser at the foreclosure sale. The foregoing provisions are declared to be self-operative and no further instruments shall be required to effect such subordination and/or attornment;provided,however,that subordination of this Lease to any present or future mortgage or trust deed shall be conditioned upon the mortgagee, beneficiary,or purchaser at foreclosure,as the case may be agreeing that Tenant's occupancy of the Leased Premises and other rights under this Lease shall not be disturbed by reason of the foreclosure of such mortgage or trust deed,as the case may be,so long as Tenant is not in default under this Lease. Within ten(10)days following receipt of a written request from Landlord,Tenant shall execute and deliver to Landlord,without cost,any instrument that Landlord deems reasonably necessary or desirable to confirm the subordination of this Lease. ARTICLE 13-DEFAULT AND REMEDY Section 13.01. Default. The occurrence of any of the following shall be a"Default": (a) Tenant fails to pay any Monthly Rental Installments or Additional Rent(i)within five(5) days following written notice from Landlord on the first occasion in any twelve(12)month period,or(ii) within five(5)days after the same is due on any subsequent occasion within said twelve(12)month period. Tenant hereby expressly waives any additional notice required under §83.20 of the Florida Statutes. (b) Tenant fails to perform or observe any other term,condition,covenant or obligation required under this Lease for a period of thirty(30)days after written notice thereof from Landlord; provided,however,that if the nature of Tenant's default is such that more than thirty(30)days are reasonably required to cure,then such default shall be deemed to have been cured if Tenant commences such performance within said thirty(30)day period and thereafter diligently completes the required action within a reasonable time. 14 (c) Tenant shall vacate or abandon the Leased Premises,or fail to occupy the Leased Premises or any substantial portion thereof for a period of thirty(30)days. (d) Tenant shall assign or sublet all or a portion of the Leased Premises in contravention of the provisions of Article 11 of this Lease. (e) All or substantially all of Tenant's assets in the Leased Premises or Tenant's interest in this Lease are attached or levied under execution(and Tenant does not discharge the same within sixty (60)days thereafter);a petition in bankruptcy,insolvency or for reorganization or arrangement is filed by or against Tenant(and Tenant fails to secure a stay or discharge thereof within sixty(60)days thereafter); Tenant is insolvent and unable to pay its debts as they become due;Tenant makes a general assignment for the benefit of creditors;Tenant takes the benefit of any insolvency action or law; the appointment of a receiver or trustee in bankruptcy for Tenant or its assets if such receivership has not been vacated or set aside within thirty(30)days thereafter;or,dissolution or other termination of Tenant's corporate charter if Tenant is a corporation. In addition to the defaults described above,the parties agree that if Tenant receives written notice of a violation of the performance of any(but not necessarily the same)term or condition of this Lease three (3)or more times during any twelve(12)month period,regardless of whether such violations are ultimately cured,then such conduct shall,at Landlord's option,represent a separate Default. Section 13.02. Remedies. Upon the occurrence of any Default,Landlord shall have the following rights and remedies,in addition to those stated elsewhere in this Lease and those allowed by law or in equity,any one or more of which may be exercised without further notice to Tenant: (a) Landlord may re-enter the Leased Premises and cure any Default of Tenant,and Tenant shall reimburse Landlord as Additional Rent for any costs and expenses that Landlord thereby incurs;and Landlord shall not be liable to Tenant for any loss or damage that Tenant may sustain by reason of Landlord's action. (b) Landlord may terminate this Lease by giving Tenant notice of termination,in which event this Lease shall expire and terminate on the date specified in such notice of termination and all rights of Tenant under this Lease and in and to the Leased Premises shall terminate. Tenant shall remain liable for all obligations under this Lease arising up to the date of such termination,and Tenant shall surrender the Leased Premises to Landlord on the date specified in such notice. Furthermore,Tenant shall be liable to Landlord for the unamortized balance of any leasehold improvement allowance and brokerage fees paid in connection with the Lease. (c) Without terminating this Lease,Landlord may terminate Tenant's right to possession of the Leased Premises,and thereafter,neither Tenant nor any person claiming under or through Tenant shall be entitled to possession of the Leased Premises. In such event,Tenant shall immediately surrender the Leased Premises to Landlord,and Landlord may re-enter the Leased Premises and dispossess Tenant and any other occupants of the Leased Premises by any lawful means and may remove their effects, without prejudice to any other remedy that Landlord may have. Upon termination of possession, Landlord may re-let all or any part thereof as the agent of Tenant for a term different from that which would otherwise have constituted the balance of the Lease Term and for rent and on terms and conditions different from those contained herein,whereupon Tenant shall be immediately obligated to pay to Landlord an amount equal to(i)the difference between the rent provided for herein and that provided for in any lease covering a subsequent re-letting of the Leased Premises,for the period which would otherwise have constituted the balance of the Lease Term had this Lease not been terminated(said period being referred to herein as the"Remaining Term"), (ii)the costs of recovering possession of the Leased 15 N. Premises and all other expenses,loss or damage incurred by Landlord by reason of Tenant's Default ("Default Damages"),which shall include,without limitation,expenses of preparing the Leased Premises for re-letting,demolition,repairs,tenant finish improvements,brokers'commissions and attorneys'fees, and(iii)all unpaid Minimum Annual Rent and Additional Rent that accrued prior to the date of termination of possession,plus any interest and late fees due hereunder(the"Prior Obligations"). Neither the filing of any dispossessory proceeding nor an eviction of personalty in the Leased Premises shall be deemed to terminate the Lease. (d) Landlord may terminate this Lease and recover from Tenant all damages Landlord may incur by reason of Tenant's default,including,without limitation,an amount which,at the date of such termination is equal to the sum of the following: (i)the value of the excess,if any,discounted at the prime rate of interest(as reported in the Wall Street Journal),of(A)the Minimum Annual Rent, Additional Rent and all other sums that would have been payable hereunder by Tenant for the Remaining Term,less(B)the aggregate reasonable rental value of the Leased Premises for the Remaining Term,as determined by a real estate broker licensed in the State of Florida who has at least ten(10)years of experience,(ii)all of Landlord's Default Damages,and(iii)all Prior Obligations. Landlord and Tenant acknowledge and agree that the payment of the amount set forth in clause(i)above shall not be deemed a penalty,but shall merely constitute payment of liquidated damages,it being understood that actual damages to Landlord are extremely difficult,if not impossible,to ascertain. It is expressly agreed and understood that all of Tenant's liabilities and obligations set forth in this subsection(d)shall survive termination. (e) With or without terminating this Lease,Landlord may declare immediately due and payable the sum of the following: (i)the present value(discounted at the prime rate of interest,as reported in the Wall Street Journal)of all Minimum Annual Rent and Additional Rent due and coming due under this Lease for the entire Remaining Term(as if by the terms of this Lease they were payable in advance),(ii)all Default Damages,and(iii)all Prior Obligations,whereupon Tenant shall be obligated to pay the same to Landlord;provided,however,that such payment shall not be deemed a penalty or liquidated damages,but shall merely constitute payment in advance of all Minimum Annual Rent and Additional Rent payable hereunder throughout the Remaining Term,and provided further,however,that upon Landlord receiving such payment,Tenant shall be entitled to receive from Landlord all rents received by Landlord from other assignees,tenant and subtenants on account of said Leased Premises during the Remaining Term(but only to the extent that the monies to which Tenant shall so become entitled do not exceed the entire amount actually paid by Tenant to Landlord pursuant to this subsection (e)),less all Default Damages of Landlord incurred but not yet reimbursed by Tenant. (f) Landlord may sue for injunctive relief or to recover damages for any loss resulting from the Default. Section 13.03. Landlord's Default and Tenant's Remedies. Landlord shall be in default if it fails to perform any term,condition,covenant or obligation required under this Lease for a period of thirty(30) days after written notice thereof from Tenant to Landlord;provided,however,that if the term,condition, covenant or obligation to be performed by Landlord is such that it cannot reasonably be performed within thirty(30)days,such default shall be deemed to have been cured if Landlord commences such performance within said thirty-day period and thereafter diligently undertakes to complete the same. Upon the occurrence of any such default,Tenant may sue for injunctive relief or to recover damages for any loss directly resulting from the breach,but Tenant shall not be entitled to terminate this Lease or withhold,offset or abate any sums due hereunder. In no event,however,shall Landlord be liable to Tenant for any consequential or punitive damages. 16 Section 13.04. Limitation of Landlord's Liability. If Landlord shall fail to perform any term, condition,covenant or obligation required to be performed by it under this Lease and if Tenant shall,as a consequence thereof,recover a money judgment against Landlord,Tenant agrees that it shall look solely to Landlord's right,title and interest in and to the Building for the collection of such judgment;and Tenant further agrees that no other assets of Landlord shall be subject to levy,execution or other process for the satisfaction of Tenant's judgment. Section 13.05. Nonwaiver of Defaults. Neither party's failure or delay in exercising any of its rights or remedies or other provisions of this Lease shall constitute a waiver thereof or affect its right thereafter to exercise or enforce such right or remedy or other provision. No waiver of any default shall be deemed to be a waiver of any other default. Landlord's receipt of less than the full rent due shall not be construed to be other than a payment on account of rent then due,nor shall any statement on Tenant's check or any letter accompanying Tenant's check be deemed an accord and satisfaction. No act or omission by Landlord or its employees or agents during the Lease Term shall be deemed an acceptance of a surrender of the Leased Premises,and no agreement to accept such a surrender shall be valid unless in writing and signed by Landlord. Section 13.06. Attorneys'Fees. If either party defaults in the performance or observance of any of the terms,conditions,covenants or obligations contained in this Lease and the non-defaulting party obtains a judgment against the defaulting party,then the defaulting party agrees to reimburse the non- defaulting party for reasonable attorneys'fees incurred in connection therewith. In addition, if a monetary Default shall occur and Landlord engages outside counsel to exercise its remedies hereunder,and then Tenant cures such monetary Default,Tenant shall pay to Landlord,on demand,all expenses incurred by Landlord as a result thereof,including reasonable attorneys'fees,court costs and expenses actually incurred. ARTICLE 14-LANDLORD'S RIGHT TO RELOCATE TENANT INTENTIONALLY OMITTED. ARTICLE 15-TENANT'S RESPONSIBILITY REGARDING ENVIRONMENTAL LAWS AND HAZARDOUS SUBSTANCES Section 15.01. Environmental Definitions. (a) "Environmental Laws" shall mean all present or future federal,state and municipal laws, ordinances,rules and regulations applicable to the environmental and ecological condition of the Leased Premises,and the rules and regulations of the Federal Environmental Protection Agency and any other federal,state or municipal agency or governmental board or entity having jurisdiction over the Leased Premises. (b) "Hazardous Substances" shall mean those substances included within the definitions of "hazardous substances," "hazardous materials," "toxic substances" "solid waste"or"infectious waste" under Environmental Laws and petroleum products. Section 15.02. Restrictions on Tenant. Tenant shall not cause or permit the use,generation, release,manufacture,refining,production,processing,storage or disposal of any Hazardous Substances on,under or about the Leased Premises,or the transportation to or from the Leased Premises of any Hazardous Substances,except as necessary and appropriate for its Permitted Use in which case the use, storage or disposal of such Hazardous Substances shall be performed in compliance with the Environmental Laws and the highest standards prevailing in the industry. 17 Section 15.03. Notices.Affidavits.Etc. Tenant shall immediately(a)notify Landlord of(i)any violation by Tenant,its employees,agents,representatives,customers,invitees or contractors of any Environmental Laws on,under or about the Leased Premises,or(ii)the presence or suspected presence of any Hazardous Substances on,under or about the Leased Premises,and(b)deliver to Landlord any notice received by Tenant relating to(a)(i)and(a)(ii)above from any source. Tenant shall execute affidavits, representations and the like within five(5)days of Landlord's request therefor concerning Tenant's best knowledge and belief regarding the presence of any Hazardous Substances on,under or about the Leased Premises. Section 15.04. Tenant's Indemnification. Tenant shall indemnify Landlord and Landlord's managing agent from any and all claims,losses,liabilities,costs,expenses and damages,including attorneys'fees,costs of testing and remediation costs,incurred by Landlord in connection with any breach by Tenant of its obligations under this Article 15. The covenants and obligations under this Article 15 shall survive the expiration or earlier termination of this Lease. Section 15.05. Existing Conditions. Notwithstanding anything contained in this Article 15 to the contrary,Tenant shall not have any liability to Landlord under this Article 15 resulting from any conditions existing,or events occurring,or any Hazardous Substances existing or generated,at,in,on, under or in connection with the Leased Premises prior to the Commencement Date of this Lease(or any earlier occupancy of the Leased Premises by Tenant)except to the extent Tenant exacerbates the same. Section 15.06. Landlord's Indemnity. Landlord hereby agrees to indemnify Tenant and hold Tenant harmless from and against any clean-up costs,remedial costs,preventative costs,and/or any governmental fees,costs,expenses,charges or the like arising from any presence of any Hazardous Substances upon or within the Leased Premises which were caused by Landlord,its agents,employees or contractors. Nothing in this Section 15.06 shall be interpreted as imposing any liability on Landlord for any other costs or expenses incurred by Tenant including any lost sales or profits of Tenant resulting from any such presence. The covenants and obligations under this Article 15 shall survive the expiration or earlier termination of this Lease. ARTICLE 16-MISCELLANEOUS Section 16.01. Benefit of Landlord and Tenant. This Lease shall inure to the benefit of and be binding upon Landlord and Tenant and their respective successors and assigns. Section 16.02. Governing Law. This Lease shall be governed in accordance with the laws of the State where the Building is located. Section 16.03. Force Majeure. Landlord and Tenant(except with respect to the payment of any monetary obligation)shall be excused for the period of any delay in the performance of any obligation hereunder when such delay is occasioned by causes beyond its control,including but not limited to work stoppages,boycotts,slowdowns or strikes;shortages of materials,equipment,labor or energy;unusual weather conditions;or acts or omissions of governmental or political bodies. Section 16.04. Examination of Lease. Submission of this instrument by Landlord to Tenant for examination or signature does not constitute an offer by Landlord to lease the Leased Premises. This Lease shall become effective,if at all,only upon the execution by and delivery to both Landlord and Tenant. Execution and delivery of this Lease by Tenant to Landlord constitutes an offer to lease the Leased Premises on the terms contained herein. 18 Section 16.05. Indemnification for Leasing Commissions. The parties hereby represent and warrant that the only real estate brokers involved in the negotiation and execution of this Lease are the Brokers and that no other party is entitled,as a result of the actions of the respective party,to a commission or other fee resulting from the execution of this Lease. Each party shall indemnify the other from any and all liability for the breach of this representation and warranty on its part and shall pay any compensation to any other broker or person who may be entitled thereto. Landlord shall pay any commissions due Brokers based on this Lease pursuant to separate agreements between Landlord and Brokers. Section 16.06. Notices. Any notice required or permitted to be given under this Lease or by law shall be deemed to have been given if it is written and delivered in person or by overnight courier or mailed by certified mail,postage prepaid,to the party who is to receive such notice at the address specified in Section 1.01(1). If sent by overnight courier,the notice shall be deemed to have been given one(1)day after sending. If mailed,the notice shall be deemed to have been given on the date that is three(3)business days following mailing. Either party may change its address by giving written notice thereof to the other party. Section 16.07. Partial Invalidity:Complete Agreement. If any provision of this Lease shall be held to be invalid,void or unenforceable,the remaining provisions shall remain in full force and effect. This Lease represents the entire agreement between Landlord and Tenant covering everything agreed upon or understood in this transaction. There are no oral promises,conditions,representations, understandings,interpretations or terms of any kind as conditions or inducements to the execution hereof or in effect between the parties. No change or addition shall be made to this Lease except by a written agreement executed by Landlord and Tenant. Section 16.08. Financial Statements. During the Lease Term and any extensions thereof,Tenant shall provide to Landlord on an annual basis,within ninety(90)days following the end of Tenant's fiscal year,a copy of Tenant's most recent financial statements prepared as of the end of Tenant's fiscal year. Such financial statements shall be signed by Tenant or an officer of Tenant,if applicable,who shall attest to the truth and accuracy of the information set forth in such statements,or if the Minimum Annual Rent hereunder exceeds$100,000.00,said statements shall be certified and,if available,audited. All financial statements provided by Tenant to Landlord hereunder shall be prepared in conformity with generally accepted accounting principles,consistently applied. Section 16.09. Representations and Warranties. (a) Tenant hereby represents and warrants that(i)Tenant is duly organized,validly existing and in good standing(if applicable)in accordance with the laws of the State under which it was organized;(ii)Tenant is authorized to do business in the State where the Building is located; and(iii)the individual(s)executing and delivering this Lease on behalf of Tenant has been properly authorized to do so,and such execution and delivery shall bind Tenant to its terms. (b) Landlord hereby represents and warrants that(i)Landlord is duly organized,validly existing and in good standing(if applicable) in accordance with the laws of the State under which it was organized;(ii)Landlord is authorized to do business in the State where the Building is located;and(iii) the individual(s)executing and delivering this Lease on behalf of Landlord has been properly authorized to do so,and such execution and delivery shall bind Landlord to its terms. Section 16.10. Signage. Tenant may,at its own expense,erect a sign concerning the business of Tenant that shall be in keeping with the decor and other signs on the Building. All signage(including the signage described in the preceding sentence)in or about the Leased Premises shall be first approved by 19 Landlord and shall be in compliance with any codes and recorded restrictions applicable to the sign or the Building. The location,size and style of all signs shall be approved by Landlord. Tenant agrees to maintain any sign in good state of repair,and upon expiration of the Lease Term,Tenant agrees to promptly remove such signs and repair any damage to the Leased Premises. Section 16.11. Parking. Tenant shall be entitled to the non-exclusive use of the parking spaces designated for the Building by Landlord. Tenant agrees not to overburden the parking facilities and agrees to cooperate with Landlord and other tenants in the use of the parking facilities. Landlord reserves the right in its absolute discretion to determine whether parking facilities are becoming crowded and,in such event,to allocate parking spaces between Tenant and other tenants. There will be no assigned parking unless Landlord,in its sole discretion,deems such assigned parking advisable. No vehicle may be repaired or serviced in the parking area and any vehicle brought into the parking area by Tenant,or any of Tenant's employees,contractors or invitees,and deemed abandoned by Landlord will be towed and all costs thereof shall be borne by Tenant. All driveways,ingress and egress,and all parking spaces are for the joint use of all tenants. There shall be no parking permitted on any of the streets or roadways located within the Park. In addition,Tenant agrees that its employees will not park in the spaces designated visitor parking. Section 16.12. Consent or Approval. Where the consent or approval of a party is required,such consent or approval will not be unreasonably withheld,conditioned or delayed. Section 16.13. Time. Time is of the essence of each term and provision of this Lease. Section 16.14. Patriot Act. Each of Landlord and Tenant,each as to itself,hereby represents its compliance and its agreement to continue to comply with all applicable anti-money laundering laws, including,without limitation,the USA Patriot Act,and the laws administered by the United States Treasury Department's Office of Foreign Assets Control,including,without limitation,Executive Order 13224("Executive Order"). Each of Landlord and Tenant further represents (such representation to be true throughout the Lease Term)(a)that it is not,and it is not owned or controlled directly or indirectly by any person or entity,on the SDN List published by the United States Treasury Department's Office of Foreign Assets Control and(b)that it is not a person otherwise identified by government or legal authority as a person with whom a U.S.Person is prohibited from transacting business. As of the date hereof,a list of such designations and the text of the Executive Order are published under the website address www.ustreas.gov/offices/enforcement/ofac. Section 16.15. Radon Gas. Radon is a naturally occurring radioactive gas that,when it has accumulated in a building in sufficient quantities,may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. ARTICLE 17-SPECIAL STIPULATIONS Section 17.01. Option to Extend. (a) Grant and Exercise of Option. Provided that(i)no default has occurred and is then continuing,(ii)the creditworthiness of Tenant is then reasonably acceptable to Landlord,and(iii)Tenant originally named herein remains in possession of and has been continuously operating in the entire Leased Premises throughout the Lease Term,Tenant shall have one(1)option to extend the Lease Term for one(1)additional period of five(5)years(the "Extension Term"). The Extension Term shall be upon the same terms and conditions contained in the Lease except(x)Tenant shall not have any further option to extend,(y)any improvement allowances or other concessions applicable to the Leased Premises under 20 the Lease shall not apply to the Extension Term,and(z)the Minimum Annual Rent shall be adjusted as set forth herein("Rent Adjustment"). Tenant shall exercise such option by delivering to Landlord,no later than one hundred eighty(180)days prior to the expiration of the current Lease Term,written notice of Tenant's desire to extend the Lease Term. Tenant's failure to properly exercise such option shall be deemed a waiver of such option. If Tenant properly exercises its option to extend,Landlord shall notify Tenant of the Rent Adjustment no later than ninety(90)days prior to the commencement of the Extension Term. Tenant shall be deemed to have accepted the Rent Adjustment if it fails to deliver to Landlord a written objection thereto within five(5)business days after receipt thereof. If Tenant properly exercises its option to extend,Landlord and Tenant shall execute an amendment to the Lease(or,at Landlord's option,a new lease on the form then in use for the Building)reflecting the terms and conditions of the Extension Term within thirty(30)days after Tenant's acceptance(or deemed acceptance)of the Rent Adjustment. (b) Rent Adjustment. The Minimum Annual Rent for the Extension Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective renewing tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building,and if none,then in similar buildings in the vicinity;provided, however,that in no event shall the Minimum Annual Rent during the Extension Term be less than the highest Minimum Annual Rent payable during the immediately preceding term. The Monthly Rental Installments shall be an amount equal to one-twelfth(1/12)of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Lease. Section 17.02. Right of First Offer. (a) Provided that(i)no default has occurred and is then continuing,(ii)the creditworthiness of Tenant is then reasonably acceptable to Landlord,and(iii)Tenant originally named herein remains in possession of and has been continuously operating in the entire Leased Premises throughout the Lease Term,and subject to any rights of other tenants to the Offer Space(as defined herein)and Landlord's right to renew or extend the lease term of any other tenant with respect to the portion of the Offer Space now or hereafter leased by such other tenant,Landlord shall,before entering into a lease with a third party for the space located in the Building shown on the attached Exhibit E(the"Offer Space"),notify Tenant in writing of the availability of the Offer Space for leasing and setting forth the terms and conditions upon which Landlord is willing to lease the Offer Space to Tenant("Landlord's Notice"). Tenant shall have five(5)business days from its receipt of Landlord's Notice to deliver to Landlord a written notice agreeing to lease the Offer Space on the terms and conditions contained in Landlord's Notice("Tenant's Acceptance"). In the event Tenant fails to deliver Tenant's Acceptance to Landlord within said five(5)- business day period,such failure shall be conclusively deemed a rejection of the Offer Space and a waiver by Tenant of this right of first offer,whereupon Tenant shall have no further rights with respect to the Offer Space and Landlord shall be free to lease the Offer Space to a third party. (b) The term for the Offer Space shall be coterminous with the term for the original Leased Premises;provided,however,that the minimum term for the Offer Space shall be three(3)years and the term for the then existing Leased Premises("Existing Premises")shall be extended,if necessary,to be coterminous with the term for the Offer Space. If the Lease Term for the Existing Premises is extended as provided above,the Minimum Annual Rent for such extension term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective renewing tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none,then in similar buildings in the vicinity;provided,however,that in no event shall the Minimum Annual Rent during such extension term be less than the highest Minimum Annual Rent payable during the immediately preceding term. 21 (c) If Tenant properly exercises its right of first offer,Landlord and Tenant shall enter into an amendment to this Lease adding the Offer Space to the Leased Premises upon the terms and conditions set forth herein and making such other modifications to this Lease as are appropriate under the circumstances. If Tenant shall fail to enter into such amendment within ten(10)days following Tenant's Acceptance,then Landlord may terminate this right of first offer by notifying Tenant in writing,in which event Tenant shall have no further rights with respect to the Offer Space and Landlord shall be free to lease the Offer Space to a third party. Section 17.03. Moving Allowance. Landlord shall pay to Tenant a moving allowance of Thirty Thousand and No/100 Dollars($30,000.00)at such time as all of the following events have occurred: (a) Tenant has taken occupancy of the Leased Premises and has begun operating Tenant's business therein, and(b)Tenant has executed and delivered to Landlord the Letter of Understanding required under Section 6(a)of Exhibit B of this Lease. [SIGNATURES FOLLOW ON NEXT PAGE] 22 IN WI'T'NESS WHEREOF,the parties hereto have executed this Lease as of the day and year first above written. LANDLORD: WITNESSES: DUKE PGC AT QUANTUM 1-9,LLC, a Delaware limited liability company By: Duke Realty Limited Partnership, , '— Printed Name. an Indiana limited partnership,its managing member By: Duke Realty Corporation,an Indiana —y C �� corporation general partner Printed Name:--( l�"�' LYI(e._ 4_ -kp #14/1401 By. Edward P.Mitchell 2 t i Z Senior Vice President Date of execution: South Florida Operations TENANT: F• P' • SY C OC• ATES t.C.,a Florida WITNESS = c, ration / --I All. 'Aso,. 1 a By: ' rs;.��-�+ ee . '.�, .4 printed Name: �1" Name�/'r Titl: U A t.s --t .. `7;x,ari 11— Attest: 1,,'i1 �i�11111"lik','i Printed Name: /1"Ll..ri,,f� N; ► Kiyr Title: �r ' Date of execution: ----- 23 23 EXHIBIT A SITE PLAN OF LEASED PREMISES Ors .;mom= mimme orm—, I I.t:-A LP INN „,„.___ ;1 L Gateway Center-Building 5 Exhibit A Page 1 of 1 EXHIBIT B TENANT IMPROVEMENTS 1. Landlord's Obligations. Tenant has personally inspected the Leased Premises and accepts the same "AS IS"without representation or warranty by Landlord of any kind and with the understanding that Landlord shall have no responsibility with respect thereto,except to construct and install within the Leased Premises,in a good and workmanlike manner,the Tenant Improvements,in accordance with this Exhibit B. 2. Construction Drawings. (a) Phase I CD's. Promptly following the date hereof,Landlord shall prepare and submit to Tenant a set of construction drawings(the"Phase I CD's")covering all work to be performed by Landlord in constructing and installing the Phase I Improvements,which shall be based on the scope of work attached as Exhibit B-1 hereto. Tenant shall have five(5)days after receipt of the Phase I CD's in which to review the Phase I CD's and to give to Landlord written notice of Tenant's approval of the Phase I CD's or its requested changes to the Phase I CD's. Tenant shall have no right to request any changes to the Phase I CD's that would increase the scope of work or materially alter the exterior appearance or basic nature of the Building or the Building systems. If Tenant fails to approve or request changes to the Phase I CD's within five(5)days after its receipt thereof,Tenant shall be deemed to have approved the Phase I CD's,and the same shall thereupon be fmal. If Tenant requests any changes to the Phase I CD's,Landlord shall make those changes which are reasonably requested by Tenant and shall,within ten(10)days of its receipt of such request,submit the revised portion of the Phase I CD's to Tenant. Tenant may not thereafter disapprove the revised portions of the Phase I CD's unless Landlord has unreasonably failed to incorporate reasonable comments of Tenant and,subject to the foregoing,the Phase I CD's,as modified by said revisions,shall be deemed to be final upon the submission of said revisions to Tenant. Tenant shall at all times in its review of the Phase I CD's,and of any revisions thereto,act reasonably and in good faith. Without limiting the foregoing,Tenant agrees to confirm Tenant's consent to the Phase I CD's in writing within three(3)days following Landlord's written request therefor. (b) Phase II CD's. Within ninety(90)days following the date hereof,Landlord shall prepare and submit to Tenant a set of construction drawings(the"Phase II CD's";the Phase I CD's and the Phase II CD's referred to herein,collectively,as the"CD's")covering all work to be performed by Landlord in constructing and installing the Phase II Improvements,which shall be based on the scope of work attached as Exhibit B-2 hereto. Tenant shall have five(5)days after receipt of the Phase II CD's in which to review the Phase II CD's and to give to Landlord written notice of Tenant's approval of the Phase II CD's or its requested changes to the Phase II CD's. Tenant shall have no right to request any changes to the Phase II CD's that would increase the scope of work or materially alter the exterior appearance or basic nature of the Building or the Building systems. If Tenant fails to approve or request changes to the Phase II CD's within five(5)days after its receipt thereof,Tenant shall be deemed to have approved the Phase II CD's,and the same shall thereupon be final. If Tenant requests any changes to the Phase II CD's, Landlord shall make those changes which are reasonably requested by Tenant and shall,within ten(10) days of its receipt of such request,submit the revised portion of the Phase II CD's to Tenant. Tenant may not thereafter disapprove the revised portions of the Phase II CD's unless Landlord has unreasonably failed to incorporate reasonable comments of Tenant and,subject to the foregoing,the Phase II CD's,as modified by said revisions,shall be deemed to be final upon the submission of said revisions to Tenant. Tenant shall at all times in its review of the Phase II CD's,and of any revisions thereto,act reasonably and in good faith. Without limiting the foregoing,Tenant agrees to confirm Tenant's consent to the Phase II CD's in writing within three(3)days following Landlord's written request therefor. Exhibit B Page 1 of 3 3. Schedule and Early Occupancy. Landlord shall use commercially reasonable speed and diligence to(a)Substantially Complete the Phase I Improvements on or before June 1,2012,and(b) Substantially Complete the Phase II Improvements on or before February 1,2013. Landlord shall provide Tenant with a proposed schedule for the construction and installation of the Tenant Improvements and shall notify Tenant of any material changes to said schedule. Tenant agrees to coordinate with Landlord regarding the installation of Tenant's phone and data wiring and any other trade related fixtures that will need to be installed in the Leased Premises prior to Substantial Completion. In addition,if and to the extent permitted by applicable laws,rules and ordinances,Tenant shall have the right to enter the applicable portion of the Leased Premises for seven(7)days prior to the scheduled date for Substantial Completion(as may be modified from time to time)in order to install fixtures(such as racking)and otherwise prepare the Leased Premises for occupancy,which right shall expressly exclude making any structural modifications. During any such entry,(a)Tenant shall comply with all terms and conditions of this Lease other than the obligation to pay rent,(b)Tenant shall not interfere with Landlord's completion of the Tenant Improvements,(c)Tenant shall cause its personnel and contractors to comply with the terms and conditions of Landlord's rules of conduct(which Landlord agrees to furnish to Tenant upon request),and(d)Tenant shall not begin operation of its business in the applicable portion of the Leased Premises. Tenant acknowledges that Tenant shall be responsible for obtaining all applicable permits and inspections relating to any such entry by Tenant. 4. Change Orders. Tenant shall have the right to request changes to the CD's at any time following the date hereof by way of written change order(each,a"Change Order",and collectively, "Change Orders"). Provided such Change Order is reasonably acceptable to Landlord,Landlord shall prepare and submit promptly to Tenant a memorandum setting forth the impact on cost and schedule resulting from said Change Order(the"Change Order Memorandum of Agreement"). Tenant shall, within three(3)days following Tenant's receipt of the Change Order Memorandum of Agreement,either (a)execute and return the Change Order Memorandum of Agreement to Landlord,or(b)retract its request for the Change Order. At Landlord's option,Tenant shall pay to Landlord(or Landlord's designee),within ten(10)days following Landlord's request,any increase in the cost to construct the Tenant Improvements resulting from the Change Order,as set forth in the Change Order Memorandum of Agreement. Landlord shall not be obligated to commence any work set forth in a Change Order until such time as Tenant has delivered to Landlord the Change Order Memorandum of Agreement executed by Tenant and,if applicable,Tenant has paid Landlord in full for said Change Order. 5. Tenant Delay. Notwithstanding anything to the contrary contained in the Lease,if Substantial Completion of the Tenant Improvements is delayed beyond the applicable target completion date as a result of Tenant Delay(as hereinafter defined),then, (a)for purposes of determining the Commencement Date,Substantial Completion of the Phase I Improvements shall be deemed to have occurred on the date that Substantial Completion of the Phase I Improvements would have occurred but for such Tenant Delay,and(b)for purposes of determining the Expansion Date,Substantial Completion of the Phase II Improvements shall be deemed to have occurred on the date that Substantial Completion of the Phase II Improvements would have occurred but for such Tenant Delay. Without limiting the foregoing,Landlord shall use commercially reasonable speed and diligence to Substantially Complete the Tenant Improvements on or before the applicable target completion date. 6. Letter of Understanding. (a) Promptly following the Commencement Date,Tenant shall execute Landlord's Letter of Understanding in substantially the form attached hereto as Exhibit C-1 and made a part hereof, acknowledging(a)the Commencement Date of this Lease,and(b)except for any punchlist items,that Landlord has Substantially Completed the Phase I Improvements. If Tenant takes possession of and Exhibit B Page 2 of 3 occupies Phase I,Tenant shall be deemed to have accepted Phase I and that the condition of Phase I and the Building was at the time satisfactory and in conformity with the provisions of this Lease in all respects,subject to any punchlist items. (b) Promptly following the Expansion Date,Tenant shall execute Landlord's Letter of Understanding in substantially the form attached hereto as Exhibit C-2 and made a part hereof, acknowledging(a)the Expansion Date,and(b)except for any punchlist items,that Landlord has Substantially Completed the Phase II Improvements. If Tenant takes possession of and occupies Phase II, Tenant shall be deemed to have accepted Phase II and that the condition of Phase II and the Building was at the time satisfactory and in conformity with the provisions of this Lease in all respects,subject to any punchlist items. 7. Definitions. For purposes of this Lease,(a)"Substantial Completion" (or any grammatical variation thereof)shall mean,with respect to Phase I,completion of construction of the Phase I Improvements,subject only to punchlist items to be identified by Landlord and Tenant in a joint inspection of Phase I prior to Tenant's occupancy,as established by a certificate of occupancy for Phase I or other similar authorization issued by the appropriate governmental authority, if required,(b) "Substantial Completion" (or any grammatical variation thereof)shall mean,with respect to Phase II, completion of construction of the Phase II Improvements,subject only to punchlist items to be identified by Landlord and Tenant in a joint inspection of Phase II prior to Tenant's occupancy,as established by a certificate of occupancy for Phase II or other similar authorization issued by the appropriate governmental authority,if required,and(c)"Tenant Delay" shall mean any delay in the completion of the Tenant Improvements attributable to Tenant,including,without limitation(i)Tenant's failure to meet any time deadlines specified herein,(ii)Change Orders,(iii)the performance of any other work in the Leased Premises by any person,firm or corporation employed by or on behalf of Tenant,or any failure to complete or delay in completion of such work,(iv)Landlord's inability to obtain an occupancy permit for the Leased Premises because of the need for completion of all or a portion of improvements being installed in the Leased Premises directly by Tenant,and(v)any other act or omission of Tenant. 8. Cooperation. Landlord and Tenant acknowledge that Tenant will be occupying Phase I during the construction of the Phase II Improvements. Tenant further acknowledges and agrees that it will use reasonable efforts to cooperate with Landlord in connection with Landlord's construction and installation of the Phase II Improvements and Landlord's entry into Phase I pursuant thereto. Notwithstanding the foregoing,while constructing and installing the Phase II Improvements,Landlord shall use reasonable efforts not to interfere with Tenant's business operations in Phase I. Exhibit B Page 3 of 3 EXHIBIT B-1 PHASE I SCOPE OF WORK Job: wiibns&Bennett(W0.BEA-011) Properly: Gateway Center 5(PBOR0005) Customer: YYiriams&Bennett Fine Foods,Inc. Demaadios Iamb See 0107112 h1M3111orum Mei am. OleoasR TAW e/Iss.Ymds lin: 32 LaiaApw& Jaen C.p. laaasse/: T>,Tm lad MC T4® Mak 1134 ai 1113 LIeOr Owl.Dalt iY17 Tow rarer Tilt~id t>•Mssisi Aidwwe/M.Y.sllfrsM//flaring Off: W Palms 2 Mafia Prat a Csalwe. S rtwatai Osrerr a e..r.o.`s 9511 SlSt amass ammo= reuessemossisunvicatissu s_ 1 V W M.Pant Lul!nun tamed star csser o HIS Superedetan▪ t f oieeapsrsie 47 URI OrsOw=PO WS Meso.... , u NIP O.qn Ms]MO01L Ow.ri ranO.a lioness(N.aa:.}Sores ralswn Mimeos Ago 71101 nore Pare Tea.a.aa rraW 1 Ls MMC SIKLM Cel Oar TMiaa.C.AO-?4 Dorm.a t2 13 T t.wrTOCAL SMSTSMS tiWs1 Pals MAW1sre•t a..sr OYmeC-JOVODYR 1 EA MAC Parr Pmerlir 21. 3 EA EssIsslei T Y4___I Ailaras yap 1Q Exhibit B-1 Page 1 of 2 Job: &Bennett(WtLBEA-011) Property: Gateway Center 5(PBORG005) Customer %talems&Bennett Fine Foods,Inc. O mni eats e rtir.aft 13100:112 •alr1111EP limb Om asaas rNM film.*Minim 1s imam Aga MEM Ceps Nada-a1: 22,211 TOO O: Rob •ab oa.ap aF •r.-fir aaaYr bra Wag tow Ural r=aria. Valmalib 520.001 OmillonNws I Ara man a rwl of baa Ilra^bad dung awl maim lose Z sae re.a,a=r/t►•a.yarf a*m atwin"raawm OYsalaant aannaaraaOw* bps Tu• n w r abeam Alp J I Exhibit B-1 Page 2 of 2 EXHIBIT B-2 PHASE II SCOPE OF WORK Job: W&Bams&Bennett(WILBEA-011) Property: Gateway Center 5(PBOR0005) Customer: WISams a Bennett Fine Foods,Inc. OeoerDada r.� wDm 11111.PM: n1m Salmi. lmi.1We 1101111211127 IlimMeme�: UMW af...11a H t�\�� Men r4 Trelr: a0tm AIS Soma fir. Croft Mc rAOet1F rorliel 4 waw.cd t trod l ur+r/Mine.ta.on Si Ammar 2 Ars 1•m& e IMO. rotor.t n..trOmpliloc 3 e on•OeWe qgMIF S!B! o era1aa001107011 r12,111 MA1q Mrnb t LI Milne Nen DIMS IMAM rlolect SW? Mks SWF 10 MS 01..eontr.0. O MK 1'.grt..Tr IS HMSAM1.rM..ANIONS smarms 10 IVIS Ab.or.nrll. / LAAns�s.r r n.radan Omens* s SmIP t IMPdorm La SatCOlrtSetlo. Moor 1nom. 1.503 IF to m Mar r tare r L.1.1.1112‘.. COWSA001111e000R rw ME1100alsn14m wAti e1.06.0.01ms S FA lantr.e+...o...paws it.01 1 Mtans.amva'o.-.troth•011.6) Ane.1da Exhibit B-2 Page 1 of 8 Job: ?Mans&Barnett(WtBE11-011) Property: may Canter 5(PBCR000S) Customer: Winans&Barrett Fine Foods,bro. ....mors earner. 111101SO9 tt- V. C1..W rem eeYw.ep lb: eA Limns Awl. Aleft C.P. wafts. =SC Told WC >Q® Asa...l1leR 4i Nsr. s..1•8Ots OIYIOTIF d..1.. Boor.SAM MEM Oil Med 141151E011 n.LL SYMMS Maar 01=1 drilum owe.,vaeYft r.CM WNW SbleAle 1W Ow.1 1C LF AtYrsl boor war r.minealw iwunsi slw'a1 t Lt gv.r.le.ISMS Por CrprpMeat SYS l.aro..,1r1N.W WO*MIL .ftm.Aet WY WPM'S.,O.it as LF PANT w SALLCM/MX Pray hid AI 01..1 p Ur Casa(SUP Pwtbab.P.nowli.ti Nbr Amos 7,503 15: ACONt9CK SPANS lit I DIED Ilisnord Wing Tie Immo.Pl.wr s Aor Cala 1111....r1 VW SP DM.MO Cas 11 end D.rr►.Nor L.lot ISM SF ILDDs imams owe COW*..tail O.Dims-Mown=.mese mono S.0 by 1C LY ...bwe Smote SAO*ilmIrdVSIICompolam1.l A.r.e fi chose town Inoue.ldaa O Swap M 5.505 of Pry.Nr.e Ml Our. YIrSo. Gm Ism npredrake Pao T 1.1a7 IF NSCStl1dK MIR intarectch,IYi1e. Sporiln. Rw+uttw Male bake Arm.OINK l4wn.nt hawameAw. tap !F D.MaI Pmn.se IEI.now Ys.aw.>WeLsum.TO*11.1 T lane r/.m/asns rs.abs 1 Lt 11.0wtr•wawreVa•roam-)Nob.:Ls WIIMMome..r 1 Le Sob elP sh a o=e sYrwL.I Sirs And heat lYtr.Ca..le) 1 EA MAC MISS CaineMN ked Uplift Db.AmLimbs ant O.ftr,IRfu.goo 5 TOPA Sr_Ar Core R4#w10W1 5 TOW Dom lea Same.Hsno.Aw O.ftftn SIM F Ps.7em Exhibit B-2 Page 2 of 8 Job: Morns&Bonnett(WI BEA-011 property: Gateway Center 5(PBOR0005) Customer: Wows&Bennett Fine Foods,Inc. Mira.Wm MONO*Oda 1:20e11212 Papal UMW= mo... 0111ffivrh 7.1112 11.11m1.Mmalme11a: H I_u_ Mi.Cm/ Ma.A.m.NW: 222112 UN MC 24® MO.glomINIP 0011 MEI= Ow*.Mc a.tll%tt/m kae.0+1 Sow Wolk IMMIX Snitt Lt6k11CXt1.TOe COMICAL wows MAW Tow22 EA or.a..lwrwrr+a.r.wq 10 EA ?mita Warp Chew eb.e.d-41010e4.. 1 EA swarm am.kml?..Ym MAR.Stool Armholm 1 EA Mid/boor 2 EA r...s.ar.atY ubl.414 16 EA 2M IW a1•A...beam Mm 11k1kol ll/mm es1esr2N 4MIMn.Oam AA• 4 EA Roma.rrar.M?1onleg A..Ibbs S1 EA EaahalmsfUUaMes/ATtaraat s 4.41.6.. S IM.*Aevm 11eL•.. W ma 1 Mao me lord on m..Way pAmlmCm.lsmnmlmm..a11.1. 1d�1/mr.�..lr.bb.bm. 2.Pullin b mpmraa•b.f.m.inum d1�aw 2.m1ulMrm mnplbr.b.km.mmet mrl.ruleil sub pm,. Aalmsm tL.e w no ablsm. hips/ Exhibit B-2 Page 3 of 8 ..r=1111 -...,-.,-.--- lzmagatn$11.0 Mi.re'littioi• moktill4e/L . 1.01111Alti,RAIL ''" " "" • '"" ir;77.," 5* 4 ip.......177- 11111101111: 4 911r ___-1-- MI'S, r •4 IEI lilli1E1 )0]q ' L rci 1=3 ____ .. ., ..• .., ..... Me • I Moe Orme WM nimINNscoulell ,.... ... ...1. q k rL1:1 =I ii9 119 "./. Nor:• 7 : .. //..MININIZS/7=1 k •is' ''I . . • . • a • • .. • • • II • II II .. . . . 11 •011 imi•i• MEMO I I k:31. .,,,,,I,. i----- ______11 .s.,,,,, 7.........___ . .... ...... rill , ...,:,0.45-4,..4 Ft • 1 t .,:,-,v,.X... qr, .. .. • • 1 il Exhibit B-2 Page 4 of 8 I. 0n CI onEl El 111111 I °° � I : on yI RR0014 13 El El Eli 1 I I '" w ri 0 0 a 0 0 0 I lij I II I,....., n Exhibit B-2 Page 5 of 8 gallIPMENT nK .11r4/1 CMS7IIrb HALL 10 PEMAIt ' ET2_ ;" PON HALL Fr—.ESCHA4� 5ri,a INCH RATCP YIALL af n.�La'yNl 1• �Iy��Y/o/rY..e. imim uCi ® — LI _ i QQa I7C7 JII L.LI 7 17 ti :Mr' 1111 0 s © ❑� -a a'ant, ��-©o'ii. *m +r I =IWIC in. V MI i=1111 . r - ----- 0 Exhibit B-2 Page 6 of 8 kik TREESCHMANN DUMALA PREMIER GATEWAY CENTER archkectural group BLDG.5 •WII 11AM BENNEr1 ..g... rout sP 419/11 ww�sr _a— i 0 .".. WARN ..1 Rr1Y11ORY�1f MoMIM fi __ ® ® �: ®, o ci, 0'ii rl: �� • f lak II•910'4' _ Iv-1-41).-sr J ,r.ii MI 1 Y rI® ' k.., ., il ,- , 1 erria� orrtea „MI 1 Iit I I•IEl gip:: Mi. Fi, a o a Exhibit B-2 Page 7 of 8 i ". a vs, a , a a • a • 'wtre9 . . iS•... IA ,. ' era • if g . iii yR• A i i ll il-1 i v- --,1-- --- - - - ii 0 I II!,, POWER PLAN I 1 Itz-L _=- t u 11 0----- E3.1 Exhibit B-2 Page 8 of 8 EXHIBIT C-1 LETTER OF UNDERSTANDING Duke PGC at Quantum 1-9,LLC do Duke Realty Corporation Attn.: South Florida Market—V.P.,Asset Mgmt.&Customer Service 2400 North Commerce Parkway, Suite 405 Weston,FL 33326 RE: Lease between Duke PGC at Quantum 1-9,LLC,a Delaware limited liability company ("Landlord")and Fantasy Chocolates,Inc.,a Florida corporation("Tenant"),dated ,2012(the"Lease")for the premises located at 2045 High Ridge Road,Boynton Beach,Florida 33426(the"Leased Premises"),within Gateway Center • Dear • The undersigned,on behalf of Tenant,certifies to Landlord as follows: 1. The Commencement Date under the Lease is 2. The Lease(including amendments or guaranty,if any)is the entire agreement between Landlord and Tenant as to the leasing of the Leased Premises and is in full force and effect. 3. Landlord has completed the Phase I Improvements designated as Landlord's obligation under the Lease(excluding punchlist items as agreed upon by Landlord and Tenant),if any,and Tenant has accepted Phase I as of the Commencement Date. 4. To the best of the undersigned's knowledge,there are no uncured events of default by either Tenant or Landlord under the Lease. IN WITNESS WHEREOF,the undersigned has caused this Letter of Understanding to be executed this day of ,20 TENANT: FANTASY CHOCOLATES,INC.,a Florida corporation By: Name: Title: [Exhibit—Not to be executed] Exhibit C-1 Page 1 of 1 EXHIBIT C-2 LETTER OF UNDERSTANDING Duke PGC at Quantum 1-9,LLC do Duke Realty Corporation Attn.: South Florida Market—V.P.,Asset Mgmt. &Customer Service 2400 North Commerce Parkway,Suite 405 Weston,FL 33326 RE: Lease between Duke PGC at Quantum 1-9,LLC,a Delaware limited liability company ("Landlord")and Fantasy Chocolates,Inc.,a Florida corporation("Tenant"),dated ,2012(the"Lease")for the premises located at 2045 High Ridge Road,Boynton Beach,Florida 33426(the"Leased Premises"),within Gateway Center • Dear The undersigned,on behalf of Tenant,certifies to Landlord as follows: 1. The Expansion Date under the Lease is 2. The Expiration Date of the Lease is 3. The Lease(including amendments or guaranty,if any)is the entire agreement between Landlord and Tenant as to the leasing of the Leased Premises and is in full force and effect. 4. Landlord has completed the Phase II Improvements designated as Landlord's obligation under the Lease(excluding punchlist items as agreed upon by Landlord and Tenant), if any, and Tenant has accepted Phase II as of the Expansion Date. 5. To the best of the undersigned's knowledge,there are no uncured events of default by either Tenant or Landlord under the Lease. IN WITNESS WHEREOF,the undersigned has caused this Letter of Understanding to be executed this day of ,20 . TENANT: FANTASY CHOCOLATES, INC., a Florida corporation By: Name: Title: [Exhibit—Not to be executed] Exhibit C-2 Page 1 of 1 EXHIBIT D RULES AND REGULATIONS 1. The sidewalks,entrances,driveways and roadways serving and adjacent to the Leased Premises shall not be obstructed or used for any purpose other than ingress and egress. Landlord shall control the Common Areas. 2. No awnings or other projections shall be attached to the outside walls of the Building. No curtains,blinds,shades or screens shall be attached to or hung in,or used in connection with, any window or door of the Leased Premises other than Landlord standard window coverings without Landlord's prior written approval. All electric ceiling fixtures hung in offices or spaces along the perimeter of the Building must be fluorescent,of a quality,type,design and tube color approved by Landlord. Neither the interior nor the exterior of any windows shall be coated or otherwise sunscreened without written consent of Landlord. 3. No sign,advertisement,notice or handbill shall be exhibited,distributed,painted or affixed by any tenant on,about or from any part of the Leased Premises,the Building or in the Common Areas including the parking area without the prior written consent of Landlord. In the event of the violation of the foregoing by any tenant,Landlord may remove or stop same without any liability,and may charge the expense incurred in such removal or stopping to tenant. 4. The sinks and toilets and other plumbing fixtures shall not be used for any purpose other than those for which they were constructed,and no sweepings,rubbish,rags,or other substances shall be thrown therein. All damages resulting from any misuse of the fixtures shall be borne by the tenant who, or whose subtenants,assignees or any of their servants,employees,agents,visitors or licensees shall have caused the same. 5. No boring,cutting or stringing of wires or laying of any floor coverings shall be permitted,except with the prior written consent of Landlord and as Landlord may direct. Landlord shall direct electricians as to where and how telephone or data cabling are to be introduced. The location of telephones,call boxes and other office equipment affixed to the Leased Premises shall be subject to the approval of Landlord. 6. No bicycles,vehicles,birds or animals of any kind(except seeing eye dogs)shall be brought into or kept in or about the Leased Premises,and no cooking shall be done or permitted by any tenant on the Leased Premises,except microwave cooking,and the preparation of coffee,tea,hot chocolate and similar items for tenants and their employees. Except as expressly set forth in the Permitted Use,no tenant shall cause or permit any unusual or objectionable odors to be produced in or permeate from the Leased Premises. 7. The Leased Premises shall not be used for manufacturing,unless such use conforms to the zoning applicable to the area. No tenant shall occupy or permit any portion of the Leased Premises to be occupied as an office for the manufacture or sale of liquor,narcotics,or tobacco in any form,or as a medical office,or as a barber or manicure shop,or a dance,exercise or music studio,or any type of school or daycare or copy,photographic or print shop or an employment bureau without the express written consent of Landlord. The Leased Premises shall not be used for lodging or sleeping or for any immoral or illegal purpose. 8. No tenant shall make,or permit to be made any unseemly,excessive or disturbing noises or disturb or interfere with occupants of this or neighboring buildings or premises or those having Exhibit D Page 1 of 3 business with them,whether by the use of any musical instrument,radio,phonograph,unusual noise,or in any other way. No tenant shall throw anything out of doors,windows or down the passageways. 9. No tenant,subtenant or assignee nor any of its servants,employees,agents,visitors or licensees,shall at any time bring or keep upon the Leased Premises any flammable,combustible or explosive fluid,chemical or substance or firearm. 10. No additional locks or bolts of any kind shall be placed upon any of the doors or windows by any tenant,nor shall any changes be made to existing locks or the mechanism thereof. Each tenant must upon the termination of its tenancy,restore to Landlord all keys of doors,offices,and toilet rooms,either furnished to,or otherwise procured by,such tenant and in the event of the loss of keys so furnished,such tenant shall pay to Landlord the cost of replacing the same or of changing the lock or locks opened by such lost key if Landlord shall deem it necessary to make such changes. 11. No tenant shall overload the floors of the Leased Premises. All damage to the floor, structure or foundation of the Building due to improper positioning of storage items or materials shall be repaired by Landlord at the sole cost and expense of tenant,who shall reimburse Landlord immediately therefor upon demand. 12. Each tenant shall be responsible for all persons entering the Building at tenant's invitation,express or implied. Landlord shall in no case be liable for damages for any error with regard to the admission to or exclusion from the Building of any person. In case of an invasion,mob riot,public excitement or other circumstances rendering such action advisable in Landlord's opinion,Landlord reserves the right without any abatement of rent to require all persons to vacate the Building and to prevent access to the Building during the continuance of the same for the safety of the tenants and the protection of the Building and the property in the Building. 13. Canvassing,soliciting and peddling in the Building are prohibited,and each tenant shall report and otherwise cooperate to prevent the same. 14. All equipment of any electrical or mechanical nature shall be placed by tenant in the Leased Premises in settings that will,to the maximum extent possible,absorb or prevent any vibration, noise and annoyance. 15. There shall not be used in any space,either by any tenant or others,any hand trucks except those equipped with rubber tires and rubber side guards. 16. The scheduling of tenant move-ins shall be before or after normal business hours and on weekends,subject to the reasonable discretion of Landlord. 17. The Building is a smoke-free Building. Smoking is strictly prohibited within the Building. Smoking shall only be allowed in areas designated as a smoking area by Landlord. Tenant and its employees,representatives, contractors or invitees shall not smoke within the Building or throw cigar or cigarette butts or other substances or litter of any kind in or about the Building,except in receptacles for that purpose. Landlord may,at its sole discretion,impose a charge against monthly rent of$50.00 per violation by tenant or any of its employees,representatives,contractors or invitees,of this smoking policy. 18. Tenants will insure that all doors are securely locked,and water faucets,electric lights and electric machinery are turned off before leaving the Building. Exhibit D Page 2 of 3 19 Tenant,its employees,customers,invitees and guests shall,when using the parking facilities in and around the Building,observe and obey all signs regarding fire lanes and no-parking and driving speed zones and designated handicapped and visitor spaces,and when parking always park between the designated lines. Landlord reserves the right to tow away,at the expense of the owner,any vehicle which is improperly parked or parked in a no-parking zone or in a designated handicapped area, and any vehicle which is left in any parking lot in violation of the foregoing regulation. All vehicles shall be parked at the sole risk of the owner,and Landlord assumes no responsibility for any damage to or loss of vehicles. 20. Tenant shall be responsible for and cause the proper disposal of medical waste,including hypodermic needles,created by its employees. 21. No outside storage is permitted including without limitation the storage of trucks and other vehicles. 22. No tenant shall be allowed to conduct an auction from the Leased Premises without the prior written consent of Landlord. It is Landlord's desire to maintain in the Building and Common Areas the highest standard of dignity and good taste consistent with comfort and convenience for tenants. Any action or condition not meeting this high standard should be reported directly to Landlord. Landlord reserves the right to make such other and further rules and regulations as in its judgment may from time to time be necessary for the safety,care and cleanliness of the Building and Common Areas,and for the preservation of good order therein. Exhibit D Page 3 of 3 EXHIBIT E OFFER SPACE ■ im 111111.IVO...■ ilii ori • • • • 6 21 L Gateway Center-Building 5 Exhibit D Page 1 of 3 SUBLEASE This Sublease ("Sublease" or"Lease") is made as of the day of May, 2018,by and between World Wide Tickets and Labels, Inc. , a Florida corporation (hereinafter referred to as "Sublandlord") and City of Boynton Beach, Florida, a municipality of the State of Florida (hereinafter referred to as "Subtenant") with regard to the following facts. RECITALS : A. Sublandlord is the tenant under that certain Industrial Multi-Tenant Lease (the "Master Lease"), dated as of November 17, 2009, with Duke PGC at Quantum 1-9, LLC, a Delaware limited liability company, Successor-in-Interest to Premier Gateway Center at Quantum LLP, a Florida limited liability partnership (the "Landlord") (a copy of which Master Lease is attached hereto as Exhibit A and by this reference made a part hereof) concerning approximately 27,300 rentable square feet of warehouse/office space (the "Subleased Premises" or "Premises") located in a portion of the building (the "Building") located at 3602-3606 Quantum Boulevard, Boynton Beach, FL 33426. B. Subten t desires to sublease from Sublandlord the Premises, and Sublandlord has agreed to ruble the Premises Subtenant upon the terms, covenants and conditions herein set fo $7 pn' AGREEMENT . In consideration of the mutual'covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hecto agree as follows. 1. Sublease. Subland ord hereby subleases and demises to Subtenant and Subtenant hereby hires and takes from Subl,• dlord the Subleased Premises. 2. Term. The "T; " of this Sublease shall commence on the date this Sublease is executed by the final party (" ommencement Date") and shall end, unless sooner terminated as provided in the Master Leas; and First Amendment on August 31, 2020. The partie• hereby agree that from and after the execution of this Lease by Subtenant and Sublandl. d, Subtenant shall be permitted to access the Premises to commence Tenant Improvement c'insisting of but not limited to the installation of furniture, fixtures, equipment and othe ise prepare the Premises for occupancy (collectively "Early Entry Activities"), provided that (i) any such Early Entry Activities do not interfere with the existing occupant of the Pr ises, and (ii) any such Early Entry Activities to the Premises prior to the Commencement D. e shall be, upon all of the same terms and provisions of this Sublease and Subtenant complyi g with all terms and provisions of this Sublease and the Master Lease, except Subtenant shall ht be required to pay Base Rent or Tenant's Proportionate Share of Operating Expenses until e Commencement Date. Subtenant shall not be permitted any access to the Premises until .uch time as (i) Subtenant has provided Sublandlord with the insurance required (00225056.5 306-9905263( 1 34035487.5 x0004 x000a 52074.0002 by this Sublease, (ii) Subtenant has contacted the existing occupant of the Premises and Sublandlord to coordinate such entry to the Premises with such parties. 3. Rent. 3.1. Base Rent. Commencing on July 1, 2018, Subtenant shall pay Base Rent during the term of this Sublease in the amount of$24,501.75 for the months of July 2018 and August 2018 then $24,965.53 for the months of September 2018 through August 2019 then $25,453.37 for the months of September 2019 through August 2020, plus applicable sales tax, each month in advance on the first day of each month commencing on July 1, 2018 and on the first day of each month thereafter ("Base Rent"). Sublandlord shall promptly remit to the Landlord under the Master Lease the rent pursuant to the terms and conditions of the Master Lease. Furthermore, in the event that the term of this Sublease shall begin or end on a date which is not the first day of a month, Base Rent shall be prorated as of such date. 3.2. First Monthly Rent and Security Deposit. Concurrent with Subtenant's execution of this Sublease, Subtenant shall deliver to Sublandlord the first month's Rent in the amount of$24,501.75 plus sales tax ("First Month Rent") plus the amount of$24,501.75 as a security deposit("Security Deposit")to be held by Sublandlord as provided below. 3.3. Tenant's Proportionate Share of Operating Expenses. The parties recognize that the Sublandlord will not render any services in connection with this Sublease and that pursuant to the Master Lease, the Sublandlord is required to pay Tenant's Proportionate Share of Operating Expenses which is 27.17% required to be paid under the Master Lease. The parties hereby agree that in addition to the Base Rent, on the Commencement Date and on the first day of each month during the Term of this Lease (except for February, 2020 where such payment shall be prorated based on a 28 day month), the Subtenant shall pay to Sublandlord an amount equal to the Tenant's Proportionate Share of Operating Expenses required to be paid by Sublandlord under the Master Lease. To the extent of any adjustments between Landlord and the Sublandlord with respect to the payment of Tenant's Proportionate Share of Operating Expenses, the Subtenant shall be promptly responsible for any such increase or adjustment. Upon Sublandlord obtaining knowledge as to the amount of such Tenant's Proportionate Share of Operating Expenses from time to time, the Sublandlord shall notify Subtenant of such amount and Subtenant shall pay such adjusted sums within thirty (30) days of such notice and thereafter until notified of further adjustments. . In addition to such payment, the Subtenant shall be liable for paying all expenses to maintain and operate the Premises, including trash removal and utilities in connection with the Premises. To the extent permitted under the Master Lease, the Sublandlord agrees to cooperate with Subtenant to enable the Subtenant to have the right to audit the Tenant's Proportionate Share of Operating Expenses permitted under the Master Lease. 3.4. Late Charge. In addition to any other remedies available to Sublandlord hereunder, if any payment required to be made by Subtenant to Sublandlord shall become overdue, such amount shall bear interest at the rate from the date thereof to the date of payment at the rate ("Default Rate") equal to the lesser of(i) prime rate of interest as reported in the Wall Street Journal ("Prime Rate") or (ii) 12% per annum. Additionally to the extent any payment of (00225056.5 306-9905263} 2 34035487.5 x0004 x000a 52074.0002 Rent is not paid within ten (10) days of the date due, the Subtenant shall pay Sublandlord a late charge of 5%of the amount of the delinquent Rent as a late charge. 3.5. Additional Rent. The Base Rent, Tenant's Proportionate Share of Operating Expenses and any other monies owed by Subtenant to Sublandlord under this Sublease, (collectively referred to as "Additional Rent") shall be paid by Subtenant to Sublandlord as and when payable as set forth in this Sublease and to the extent not otherwise specified such Additional Rent will be paid by Subtenant to Sublandlord within ten (10) days after written demand from Sublandlord to Subtenant requesting such payment. All such Rent, together with applicable sales tax thereon, shall be payable without offset, counter-claim or defense in good U.S. funds at the address of Sublandlord as set forth in Section 8.4 of this Sublease or such other address the Sublandlord may designate upon written notice to Subtenant. 4. Use. Subtenant covenants and agrees to use the Premises for Police Department use in accordance with the provisions of the Master Lease. 5. Master Lease. Subtenant and this Sublease shall be subject in all respects to the terms of, and the rights of the "Landlord" (as defined in the Master Lease) under, the Master Lease and Subtenant shall perform all Sublandlord's obligations under the Master Lease other than with respect to the Landlord payment of Minimum Annual Rent under the Master Lease. Except as otherwise expressly provided in Section 8 hereof, the covenants, agreements, terms, provisions and conditions of the Master Lease insofar as they relate to the Subleased Premises and insofar as they are not inconsistent with the terms of this Sublease are made a part of and incorporated into this Sublease as if recited herein in full, and the rights and obligations of the Landlord and the Tenant under the Master Lease shall be deemed the rights and obligations of Sublandlord and Subtenant respectively hereunder and shall be binding upon and inure to the benefit of Sublandlord and Subtenant respectively. As between the parties hereto only, in the event of a conflict between the terms of the Master Lease and the terms of this Sublease, the terms of this Sublease shall control. 6. Landlord's Performance Under Master Lease. 6.1. Subtenant recognizes that Sublandlord is not in a position to render any of the services nor is Sublandlord required to perform any of the obligations under this Sublease. To the extent that the Subtenant is current and in good standing of its obligations under this Sublease, the Sublandlord shall pay the Minimum Annual Rent and Tenant's Proportionate Share of Operating Expenses required to be paid by the Sublandlord to the Landlord under the Master Lease ("Sublandlord Payment Obligation"). Notwithstanding the foregoing, the Sublandlord shall remain liable to the Landlord for Sublandlord's obligations as Tenant under the Master Lease. This Sublease is fully NET to Sublandlord and that the Rent payable by Subtenant to Sublandlord is net of any obligation required to be performed under the Lease, except the Sublandlord will pay the Sublandlord Payment Obligations to the Landlord, provided the Subtenant timely pays to Sublandlord the Base Rent and Tenant's Proportionate Share of Operating Expenses. Notwithstanding anything to the contrary contained in this Sublease, Subtenant agrees that performance by Sublandlord of its obligations hereunder are conditional upon due performance by the Sublandlord of its corresponding obligations under the Master Lease and Sublandlord shall not be liable to Subtenant for any default of the Landlord under the 500225056.5 306-9905263} 3 34035487.5 x000d x000a 52074.0002 Master Lease. Subtenant shall not have any claim against Sublandlord by reason of the Landlord's failure or refusal to comply with any of the provisions of the Master Lease unless such failure or refusal is a result of Sublandlord's wrongful failure to pay the Landlord Payment Obligation. If the Landlord's failure or refusal to comply with any the Master Lease, Subtenant shall notify Sublandlord and the Sublandlord will provide written notice within two (2)business days of Sublandlord's receipt of written notice from Subtenant to the Landlord requesting that the Landlord perform its obligations under the Lease. Subtenant further covenants not to take any action or do or perform any act or fail to perform any act which would result in the failure or breach of any of the covenants, agreements, terms, provisions or conditions of the Master Lease on the part of the Sublandlord thereunder. 6.2. Whenever the consent of Landlord shall be required by, or Landlord shall fail to perform its obligations under, the Master Lease, Sublandlord agrees to use its best efforts to obtain, at Subtenant's sole cost and expense, such consent and/or performance on behalf of Subtenant. This 'best efforts' standard shall not apply to Paragraph 19 below, and the consent required therein shall be a condition of this Sublease. 6.3. Sublandlord represents and warrants to Subtenant that as of the Commencement Date, Sublandlord shall be current and in good standing under the Master Lease. 6.4. Sublandlord covenants as follows: (i) not to voluntarily terminate the Master Lease, and (ii) not to modify the Master Lease so as to adversely affect Subtenant's rights hereunder. 7. Subtenant's Right to Perform Upon Defaults of Sublandlord. If Sublandlord defaults in the performance of its obligations under this Sublease to pay the Sublandlord Payment Obligation under the Master Lease which is not cured within two (2) business days after written notice from Subtenant to Sublandlord, Subtenant may, at its option, pay same to the Landlord without waiving any rights it may have hereunder, and all payments made (whether such rental payments are regular or accelerated payments) and reasonable costs and expenses incurred or paid by Subtenant in connection therewith shall become due and payable immediately. The amounts so incurred or paid by Subtenant, together with interest thereon at the Default Rate from the date incurred until paid by Sublandlord, shall be deducted and credited to Subtenant's obligations under the terms of the Sublease. Nothing contained herein shall be construed as requiring Subtenant to advance or expend monies for any purposes mentioned in this paragraph, or for any other purpose. 8. Variations from Master Lease. The following covenants, agreements, terms, provisions and conditions of the Master Lease are hereby modified or not incorporated herein: 8.1. Notwithstanding anything to the contrary set forth in the Master Lease, the term of this Sublease, the Rent payable by Subtenant to Sublandlord under this Sublease, and the amount of the Security Deposit required of Subtenant shall be as set forth in this Sublease. 8.2. Sublandlord and Subtenant hereby mutually: (i) represent and warrant to each other that they have only dealt with the brokers designated herein: Kirk Nelson of CBRE ("Sublandlord Broker") and Keith O'Donnell of Avison Young, Inc. ("Subtenant Broker"). The {00225056.5 306-9905263{ 4 34035487.5 x000d x000a 52074.0002 Sublandlord shall pay to the Sublandlord Broker and the Subtenant shall pay to the Subtenant Broker any commission due and owing to such brokers pursuant to a separate brokerage agreement between such party and its broker; and (ii) agree to indemnify, hold and save the other party harmless from and against any and all claims for brokerage commissions or finder's fees arising out of either of their acts in connection with this Sublease. The provisions of this Section 8_2 shall survive the expiration or earlier termination of this Sublease. 8.3. Subtenant is a self-insured, sovereign entity of the State of Florida, and its self-insurance limitations are provided by law. Subtenant is provided with comprehensive general liability insurance through the State Risk Management Trust Fund with limits of coverage up to a maximum of $200,000 per person and $300,000 in the aggregate per occurrence, pursuant to the terms and limitations of Sections 768.28, Florida Statutes and Chapter 284, Part II, Florida Statutes, or as amended from time to time. Worker's Compensation insurance is maintained in full compliance with Florida law. Subtenant shall provide both Sublandlord and Landlord or their respective designees, prior to, or during, the use or occupancy of the Premises, with a Certificate of Self-Insurance or Certificate of Insurance evidencing TENANT's self-insured Risk Management Program in accordance with Section 768.28, Florida Statutes, and/or any maintained excess property insurance applicable to this Lease Agreement, Notwithstanding any other provision set forth in this lease agreement, nothing contained herein shale be construed as a waiver of the Subtenant's right to sovereign immunity under section 768.28, or other limitations imposed on the Subtenant's potential liability under state or federal law. Notwithstanding anything contained in the Master Lease to the contrary, as between Sublandlord and Subtenant only, all insurance proceeds or condemnation awards received by Sublandlord under the Master Lease shall be deemed to be the property of Sublandlord or Landlord, as applicable. In the event of a casualty or condemnation, Subtenant shall have the right to make a separate claim for damages to Subtenants personal property to the extent permitted under the Master Lease. 8.4. Any notice which may or shall be given by either party hereunder shall be either delivered personally or sent by certified mail, return receipt requested, addressed to the party for whom it is intended at the Subleased Premises (if to the Subtenant), or to 401 East Las Olas Blvd, Suite#800, Ft Lauderdale, FL 33301 (if to the Sublandlord). 8.5. Subtenant shall remove its personal property including but not limited to any property which is stored upon the Leased Premises and shall restore any damage to the Leased Premises or other portion of the "Park" (as defined in the Master Lease) and shall leave the Leased Premises in broom clean condition on or before the expiration of the Term. 8.6. Sublandlord shall deliver the Subleased Premises to Subtenant in its current "as is" condition. 8.7. The Subtenant shall not make any alteration to the Lease Premises without the prior written consent of both the Sublandlord and the Landlord which consent may be withheld by either such party in its sole and absolute discretion. 8.8. Sublandlord acknowledges receipt of the Security Deposit in the amount of $24,501.75 that Sublandlord is to retain as security for the faithful performance of all the 200225056.5 306-9905263) 5 34035487.5 x000d x000a 52074.0002 terms and conditions of this Lease. Sublandlord may, but shall not be obligated to apply the security deposit on rents or other charges in arrears, or in damages for failure to perform the terms and conditions of this Sublease. Application of the Security Deposit to the arrears of Rent payments or damages shall be at the sole option of the Sublandlord, and the right to possession of the Premises by the Sublandlord for non-payment of rent for any other reason shall not in any event be affected by the Security Deposit. The Security Deposit is to be returned within thirty (30) days to Subtenant when this Lease is terminated, according to the terms of this Sublease, if not otherwise applied by reason of any breach of the terms and conditions of this Sublease by Subtenant. Subtenant expressly acknowledges that Subtenant shall not have the right to apply the Security Deposit to Rent. In no event is the Security Deposit to be returned until Subtenant has performed its obligations under this Sublease including but not limited to Subtenant having vacated the Premises and delivered possession to the Sublandlord as required by this Sublease. In the event the Sublandlord repossesses the Premises because of the default of the Subtenant or because of the failure by the Subtenant to carry out the terms and conditions of this Sublease, Sublandlord may apply the Security Deposit on all damages suffered to the day of repossession and may retain the balance of the Security Deposit to apply to damages that may accrue or be suffered thereafter by reason of a default or breach of the Subtenant. Sublandlord shall not be obligated to hold the security deposit in a separate fund, but may mix the security deposit with other funds of the Sublandlord, and Sublandlord shall not be obligated to pay interest to Subtenant on the Security Deposit. 8.9. In the event the Subtenant shall default in any of its obligations under this Sublease which default is not cured within five (5) days following written notice from Sublandlord to Subtenant, (as to any monetary breach) or within ten (10) days after written notice Sublandlord to Subtenant (as to any non-monetary breach), then in addition to any other rights and remedies available at law and equity, the Sublandlord shall be entitled to the remedies of the Landlord set forth in the Master Lease, including but not limited to, sue for damages, equitable relief, right to terminate this Sublease, right to terminate Subtenant's right to possession, recovering reasonable attorneys' fees and costs, through all trial and appellate levels, to the extent Sublandlord is the prevailing party in such dispute and all other remedies available at law or in equity. 9. Indemnity. Pursuant to Florida law and notwithstanding anything to the contrary herein, as a state agency of Florida, Subtenant cannot and will not indemnify Sublandlord nor Landlord. Within the limits provided by law, Subtenant assumes all risk of and will remain primarily responsible for personal injury and property damage attributable to the negligent acts or omissions of Subtenant and its officers, agents, and employees while acting within the scope of their office or employment. Notwithstanding anything to the contrary in the Agreement, Subtenant does not agree to enlarge the scope of the waiver of sovereign immunity for state agencies provided in Florida Statute 768.28 and does not consent to be sued other than as provided by Florida law. The Subtenant is responsible for all obligations due to (a) the Landlord for failure of Subtenant to perform any of the covenants, agreements, terms, provisions or conditions contained in the Master Lease which by reason of the provisions of this Sublease Subtenant is obligated to perform, (b) any breach by Subtenant of its obligations under this Sublease or (c) any loss to Sublandlord due from any person by reason of Subtenant's use and/or occupancy of the Subleased Premises. {00225056.5 306-99052631 6 34035487.5 x000d x000a 52074.0002 The provisions of this Section 9 shall survive the expiration or earlier termination of the Master Lease and/or this Sublease, except to the extent any of the foregoing is caused or by the wrongful acts of Sublandlord. 10. Parking and Signage. The Subtenant shall be entitled to use on a non-exclusive basis such number of parking spaces as is permitted to be used by Sublandlord under the Master Lease, which shall be 2 spaces per 1,000 rentable sq. ft. 11. Signage. The Sublandlord consents to Subtenant placing its name and logo on the Premises,provided (i) Subtenant shall obtain the approval of such signage form the Landlord, (ii) Subtenant shall obtain all necessary governmental approvals in connection with the installation, operation and maintenance of such signage, (iii) such signage shall be installed and maintained in a good and workmanlike manner, free and clear of all liens, claims and encumbrances, and (iv) upon any termination of this Lease, the Subtenant shall remove such signage and restore any damage to the Premises caused thereby. 12. Certificates. Each party hereto shall at any time and from time to time as requested by the other party upon not less than ten (10) days prior written notice, execute, acknowledge and deliver to the other party, a statement in writing certifying to its knowledge such factional matters as may reasonably be requested including, that this Sublease is unmodified and in full force and effect (or if there have been modifications that the same is in full force and effect as modified and stating the modifications, if any) certifying the dates to which Rent and any other charges have been paid the expiration of the Term and stating whether or not, to the knowledge of the person signing the certificate, that the other party is not in default beyond any applicable grace period provided herein in performance of any of its obligations under this Sublease, and if so, specifying each such default of which the signer may have knowledge, it being intended that any such statement delivered pursuant hereto may be relied upon by others with whom the party requesting such certificate may be dealing. 13. Assignment or Subletting. Subtenant shall not be entitled to assign this Sublease or to sublet all or any portion of the Premises without the prior written consent of Sublandlord, which consent may be withheld by Sublandlord in its sole discretion. 14. Radon GAS. Radon is naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county health department. Pursuant to §404.056(5), Florida Statutes. 15. OFAC Compliance/Patriot Act. Subtenant represents and warrants that (a)neither Subtenant nor any person or entity that directly or indirectly owns an interest in it nor any of its officers, directors, or managing members is a person or entity (each, a "Prohibited Person") with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control ("OFAC") of the Department of the Treasury (including those named on OFAC's Specially Designated and Blocked Persons List) or under any statute, executive order (including Executive Order 13224 (the"Executive Order") signed on September 24, 2001 and entitled "Blocking Property and Prohibiting Transactions with Persons Who 500225056.5 306-9905263) 7 34035487.5 x000d x000a 52074.0002 Commit, Threaten to Commit, or Support Terrorism"), or other governmental action, (b) Subtenant's activities do not violate the International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001 or the regulations or orders promulgated thereunder (as amended from time to time, the"Money Laundering Act") (i.e., Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the"Patriot Act"), and (c)throughout the Term of this Sublease, Subtenant shall comply with the Executive Order, the Money Laundering Act, and the Patriot Act. 16. Severability. If any term or provision of this Sublease or the application thereof to any person or circumstances shall, to any extent, be invalid and unenforceable, the remainder of this Sublease or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term or provision of this Sublease shall be valid and be enforced to the fullest extent permitted by law. 17. Entire Agreement; Waiver. This Sublease contains the entire agreement between the parties hereto and shall be binding upon and inure to the benefit of their respective heirs, representatives, successors and permitted assigns. Any agreement hereinafter made shall be ineffective to change, modify, waive, release, discharge, terminate or effect an abandonment hereof, in whole or in part, unless such agreement is in writing and signed by the parties hereto. 18. Captions and Defmitions. Captions to the Sections in this Sublease are included for convenience only and are not intended and shall not be deemed to modify or explain any of the terms of this Sublease. 19. Further Assurances. The parties hereto agree that each of them, upon the request of the other party, shall execute and deliver, in recordable form if necessary, such further documents, instruments or agreements and shall take such further action that may be necessary or appropriate to effectuate the purposes of this Sublease. 20. Governing Law. This Sublease shall be governed by and in all respects construed in accordance with the internal laws of the State of Florida. 21. Consent of Landlord. The validity of this Sublease shall be subject to the Landlord's prior written consent hereto pursuant to the terms of the Master Lease and if Landlord's consent shall not be obtained and a copy thereof delivered to Subtenant on or before the Commencement Date, this Sublease shall be automatically terminated in which event Subtenant shall vacate the Leased Premises and Sublandlord shall return to Subtenant all sums paid hereunder and neither party shall have any further obligations to the other under this Sublease. 22. Excuse of Landlord's Performance. Anything in this Sublease to the contrary notwithstanding, Sublandlord shall not be deemed in default with respect to the performance of any of the terms, covenants and conditions of this Sublease if same shall be due, any breach of Landlord's obligation under the Master Lease or due to any strike, lockout, civil commotion, contract dispute with Sublandlord's contractor or sub-contractors, war-like operation, invasion, 100225056.5 306-9905263) 8 34035487.5 x000d x000a 52074.0002 rebellion, hostilities, military or usurped power, sabotage, government regulations or controls, inability to obtain any material or service, through an act of God or any other cause reasonably beyond the control of Sublandlord. Sublandlord shall not be liable for failure to give Subtenant possession in accordance with the provisions of this Sublease if due to any of the foregoing conditions or as a result of any prior tenant holding over. The time for Landlord's performance shall be extended as a result of any of the foregoing. 23. Sublandlord. The term "Sublandlord," as used in this Sublease, so far as covenants and obligations on the part of Sublandlord are concerned, shall be limited to, mean and include only the owner or owners at the time in question of the tenant's interest under the Master Lease ("Leasehold"), and in the event of any transfer or transfers of the Leasehold, Sublandlord (and in case of any subsequent transfers or conveyances, the assignor) shall be automatically freed and relieved from and after the date of such transfer or conveyance of all liability as respects the performance of any covenants or obligations on the part of Sublandlord contained in this Sublease thereafter to be performed. Subtenant shall look solely to Sublandlord's interest in the Leasehold for the satisfaction of any of Subtenant's rights or remedies or for the collection of a judgment or other judicial process requiring the payment of money by Sublandlord in the event of any default by Sublandlord hereunder. No other property or assets of Sublandlord or its partners, officers, directors, shareholders or principals, disclosed or undisclosed shall be subject to the levy, execution, judgment or other enforcement procedure for the satisfaction of any of Subtenant's rights or remedies under or with respect to this Sublease, the relationship of Sublandlord and Subtenant hereunder or Subtenant's use or occupancy of the Premises. 24. Sublease Not to be Recorded. Subtenant shall not record this Sublease or any memorandum of its terms and doing so shall constitute an immediate default by Subtenant under this Sublease. 25. AS IS. Subtenant expressly acknowledges and agrees that it accepts the Premises "AS IS" and "WHERE IS" and Sublandlord has not made and is not making, and Subtenant, in executing and delivering this Sublease, is not relying upon any warranties, representations, promises or statements, except to the extent that the same are expressly set forth in this Sublease. It is understood and agreed that this Sublease, alone, fully and completely expresses the parties' agreement, and that this Sublease is entered into after full investigation, neither party relying upon any statement or representation not embodied in this Sublease. 26. Counterparts and Facsimile. This Sublease may be executed in one or more counterparts, all of which together shall constitute this Sublease. Facsimile or electronic transmission signatures of Sublandlord, Subtenant and/or Landlord shall constitute original signatures. {00225056.5 306-99052631 9 34035487.5 x0004 x000a 52074.0002 [Signature page to follow] 100225056.5 306-9905263) 1 0 34035487.5 x0004 x000a 52074.0002 IN WITNESS WHEREOF, the parties hereto have caused this Sublease to be executed as of the day and year first above written. Sublandlord: Subtenant: World Wide Tickets and Labels, Inc., City of Boynton Beach, FL, a Florida a corporation a municipality of the State of Florida By: By: Its: Its: Attest: Its: Approved as to Form City Attorney {00225056.5 306-9905263) 11 34035487.5 x000d x000a 52074.0002 • EXHIBIT A THE MASTER LEASE ;00225056.5 306-9905263)34035487.5_X000d_X000a 52074.0002