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HomeMy Public PortalAbout21-09 - Lease Agreement with Teen Upward BoundSponsored by: City Manager ORDINANCE NO. 2021-09 AN ORDINANCE OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA, AUTHORIZING THE CITY MANAGER TO EXECUTE A LEASE AGREEMENT, ATTACHED HERETO, WITH TEEN UP -WARD BOUND, INCORPORATED TO OCCUPY SPACE AT 2105 ALI BABA AVENUE; PROVIDING FOR ADOPTION OF REPRESENTATIONS; PROVIDING FOR CONFLICT AND REPEALER; PROVIDING FOR SEVERABILITY; PROVIDING FOR SCRIVENER'S ERRORS; CONFLICTS OF LAW, SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, Teen Up -Ward Bound, Incorporated ("Teen Up -Ward Bound") desires to lease and occupy space at 2105 Ali Baba Avenue, in the City of Opa-Locka, FL, also known as the "Cultural Arts Center"; and WHEREAS, Teen Up -Ward Bound, Incorporated ("Teen Up -Ward Bound") provides support to children attending schools in Opa-Locka and the surrounding areas. The program offers homework assistance, literacy support by certified teachers, computer technology, field trips, transportation from school to the program site, and much more which is beneficial to many families in the City of Opa-Locka ("City"); and WHEREAS, in addition to the many advantageous programs for the youth, Teen Up -Ward Bound will also offer academic enrichment, community resource services, mentorship, and family support services that are needed throughout the community; and WHEREAS, the proposed term of the lease is three years with a monthly rent of Three Thousand, Eight Hundred Seventy -Five Dollars and Fifty Cents ($3,875.50) for the first year. The rent payments will provide annual revenue to the City of Forty -Six Thousand, Five Hundred Six Dollars ($46,506.00) per year. Base rent will be increased by three percent (3%) each year. The proposed start date of the lease is July 1, 2021. The tenant will pay for all utilities associated with the use of the property. With the lease starting on July 1, 2021, this will provide Eleven Thousand, Six Hundred Twenty -Seven Dollars ($11,627.00) for Fiscal Year (FY) 2021 and Forty- Ordinance No. 2021-09 Six Thousand, Eight Hundred Fifty -Five Dollars ($46,855.00) for FY '22, including the impact of the three percent (3%) escalator as of July 1, 2022; and WHEREAS, the City desires to enter into a Lease Agreement with Teen Up - Ward Bound, Incorporated for property located at 2105 Ali Baba Avenue, in the City of Opa-Locka, pursuant to the terms and conditions set forth in the Lease Agreement attached hereto as Exhibit "A"; and WHEREAS, the City Commission of the City of Opa-Locka has determined that entering into the Lease Agreement is in the best interest of the residents of the City. NOW THEREFORE, BE IT ORDAINED BY THE COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA: Section 1. Adoption of Representations. The foregoing "Whereas" clauses are hereby ratified and confirmed as being true and the same are hereby made a specific part of this Resolution. Section 2. Authorization. The City Commission hereby authorizes the City Manager to execute a lease agreement, attached hereto as Exhibit "A", with Teen Up -Ward Bound, Incorporated for space located at 2105 Ali Baba Avenue, under the terms and considitions set forth in Exhibit "A" hereto. Section 3. This Ordinance shall become effective upon passage, approval and publication or as otherwise provided by law. Section 4. Conflict & Repealer. All ordinances, parts of ordinances or code provisions in conflict herewith ordinance are hereby repealed. Section 5. Severability. If any provision of this Ordinance or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions of the Code or applications of this Ordinance that can be given effect without the invalid provision or application, and to this end the provisions of this Ordinance are declared to be severable. 2 Ordinance No. 2021-09 Section 6. Effective Date. This Ordinance shall take effect upon the adoption of this Ordinance by the Commission of the City of Opa-Locka is subject to the approval of the Governor or Governor's Designee. PASSED FIRST READING this 9th day of Tune, 2021. PASSED SECOND READING this 23rd day of Tune, 2021. Matthew A. Pigatt, Mayor Al EST: Flores, City Clerk APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Burnadette Norris eeks, P.A. Moved by: Commissioner Taylor Seconded by: Vice Mayor Williams 3 Ordinance No. 2021-09 VOTE: 5-0 Commissioner Davis YES Commissioner Burke YES Commissioner Taylor YES Vice -Mayor Williams YES Mayor Pigatt YES 4 8NW 1 NEIGHBORS 1 CITY OF OPA-LOCKA, FLORIDA NOTICE TO THE PUBLIC NOTICE IS HEREBY GIVEN that the City Commission of the City of Opa-locka, Florida will hold public hearings at its Regular Commission Meeting on Wednesday, June 23, 2021 at 7:00 p.m, at Sherbondy Village Auditorium, 215 Perviz Avenue, Opa-locka, Florida, to consider the following items for final adoption: SECOND READING/PUBLIC HEARING: AN ORDINANCE OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA, AUTHORIZING THE CITY MANAGER TO EXECUTE A LEASE AGREEMENT, ATTACHED HERETO, WITH TEEN UP -WARD BOUND, INCORPORATED TO OCCUPY SPACE AT 2105 AU BABA AVENUE; PROVIDING FOR ADOPTION OF REPRESENTATIONS; PROVIDING FOR CONFLICT AND REPEALER; PROVIDING FOR SEVERABILITY; PROVIDING FOR SCRIVENER'S ERRORS; CONFLICTS OF LAW, SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE (first reading/public hearing held on June 9, 2021). RESOLUTIONS/PUBLIC HEARING: A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA APPROVING THE FINAL SITE PLAN REQUEST FOR THE CONSTRUCTION AND OPERATION OF A SENIOR AFFORDABLE HOUSING FACILITY LOCATED AT 14703 NW 27TH AVENUE, IDENTIFIED BY FOLIOS 08-2122-025-0580 AND 08-2122-025-0590; PROVIDING FOR INCORPORATION OF RECITALS; PROVIDING FOR AN EFFECTIVE DATE. A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA APPROVING A DEVELOPMENT AGREEMENT FOR THE CONSTRUCTION AND OPERATION OF A SENIOR AFFORDABLE HOUSING FACILITY LOCATED AT 14703 NW 27TH AVENUE, IDENTIFIED BY FOLIOS 08-2122-025-0580 AND 08-2122-025-0590; PROVIDING FOR INCORPORATION OF RECITALS; PROVIDING FOR AN EFFECTIVE DATE. A RESOLUTION OF THE CRY COMMISSION OF THE CRY OF OPA-LOCKA, FLORIDA APPROVING THE FINAL SITE PLAN REQUEST FOR THE CONSTRUCTION AND OPERATION OF A RESIDENTIAL MIXED -USE BUILDING LOCATED AT 2050 ALI BABA AVENUE, IDENTIFIED BY FOLIOS 08-2122-003-2140, 08-2122-003-2150, 08-2122-003-2160; PROVIDING FOR INCORPORATION OF RECITALS; PROVIDING FOR AN EFFECTIVE DATE. A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA APPROVING A DEVELOPMENT AGREEMENT FOR THE CONSTRUCTION AND OPERATION OF A RESIDENTIAL MIXED -USE BUILDING LOCATED AT 2050 AU BABA AVENUE, IDENTIFIED BY FOLIOS 08-2122-003-2140, 08-2122-003-2150, AND 08-2122-003-2160; PROVIDING FOR INCORPORATION OF RECITALS; PROVIDING FOR AN EFFECTIVE DATE. Additional information on the above items may be obtained by contacting the Office of the City Clerk by telephone 305-953-2800 or email gloresOodalocicaftgov. To participate or provide comments virtually, please register on the City of Opa-locka website at www.odalockafl.gov no later than 7:00 p.m. on Wednesday, June 23, 2021. All interested persons are encouraged to participate and will be heard with respect to the public hearings. In accordance with the Americans with Disabilities Act of 1990, persons needing special accommodations to participate in the proceeding should contact the Office of the City Clerk at (305) 953-2800 for assistance not later than seven (7) days prior to the proceeding. If hearing impaired, you may telephone the Florida Relay Service at (800) 955-8771 (TTY), (800) 955-8770 (Voice), (877) 955-8773 (Spanish) or (877) 955-8707 (Creole). PURSUANT TO FS 286.0105: Anyone who desires to appeal any decision made by any board, agency, or commission with respect to any matter considered at such meeting or hearing will need a record of the proceedings, and for that reason, may need to ensure that a verbatim record of the proceedings is made, which record includes the testimony and evidence upon which the appeal may be based. Joanna Flores, CMC City Cleric City of Opa-locks SUNDAY JUNE 132021 LEGAL NOTICE NOTICE IS HEREBY GIVEN THAT ON WEDNESDAY, JUNE 23fl°, 2021 AT 6:00 P.M., THE CITY OF HIALEAH PLANNING AND ZONING BOARD WILL HOLD A PUBLIC HEARING IN THE COUNCIL CHAMBERS OF CITY HALL, 3"° FLOOR, 501 PALM AVENUE. THE PLANNING AND ZONING BOARD WILL CONSIDER THE FOLLOWING REQUESTS: Rezoning properties 821 and 831 SE 8' Avenue from R-1 (One -Family District) to B-1 (Highly Restricted Retail District) and property located at 820 SE 8' Court from R-1 (One -Family District) to P (Parking). Variance permit to allow a mixed development with 100% of the units having an area of approximately 650 square feet, where only 10% of the units may have an area of less than 850 square feet, allow interior south side setback of 0 feet and 5 feet, and 5 feet rear setback, where 15 feet setback is required on property lines abutting low density residential; allow 40 parking spaces, where 70 are required and allow 15% pervious area, where 30% is required. Property located at 821 and 831 SE 8' Avenue and 820 SE 8' Court, Hialeah, zoned R-1 (One -Family District). Conditional Use Permit (CUP) to allow a K-12' Charter School with a maximum capacity of 2,950 students. Property generally located at the southwest corner of East 32n° Street and East 4" Avenue, Hialeah, zoned C-1 (Restricted Retail Commercial District). ORDINANCE OF THE MAYOR AND THE CITY COUNCIL OF THE CITY OF HIALEAH, FLORIDA AMENDING CHAPTER 98 ENTITLED "ZONING", ARTICLE III. "PLANS AND PLATS", DIVISION 3. SUBDIVISION PLATS; CREATING SECTION 98-350 UNITY OF TITLE; COVENANT IN LIEU THEREOF FOR HPD HIALEAH PARK DISTRICT, OF THE CODE OF ORDINANCES OF THE CITY OF HIALEAH, BY ADDING AN EXCEPTION TO THE SUBDIVISION OF PLAT REQUIREMENT FOR THE HPD HIALEAH PARK DISTRICT, PROVIDED THAT ALL APPLICATIONS FOR BUILDING PERMITS WHERE MULTIPLE BUILDINGS ARE PROPOSED FOR A SINGLE SITE OR PARCEL BE ACCOMPANIED BY A UNITY OF TITLE OR DECLARATION OF RESTRICTIVE COVENANTS; PROVIDING THAT SUCH EXCEPTION IS SUBJECT TO THE SUBDIVISION PROVISIONS OF CHAPTER 28 OF THE MIAMI-DADE COUNTY CODE; REPEALING ALL ORDINANCES OR PARTS OF ORDINANCES IN CONFLICT HEREWITH; PROVIDING PENALTIES FOR VIOLATION HEREOF; PROVIDING FOR A SEVERABILITY CLAUSE; PROVIDING FOR INCLUSION IN THE CODE; AND PROVIDING FOR AN EFFECTIVE DATE. ORDINANCE OF THE MAYOR AND THE CITY COUNCIL OF THE CITY OF HIALEAH, FLORIDA AMENDING CHAPTER 98 ENTITLED "ZONING", ARTICLE III. "PLANS AND PLATS", DIVISION 3. SUBDIVISION PLATS; SECTION 98-349 UNITY OF TITLE; COVENANT IN LIEU THEREOF, OF THE CODE OF ORDINANCES OF THE CITY OF HIALEAH, BY CLARIFYING THAT THE EXCEPTION TO THE SUBDIVISION OF PLAT REQUIREMENT FOR THE BDH BUSINESS DEVELOPMENT DISTRICT, IS SUBJECT TO COMPLIANCE WITH THE SUBDIVISION PROVISIONS OF CHAPTER 28 OF THE MIAMI-DADE COUNTY CODE; REPEALING ALL ORDINANCES OR PARTS OF ORDINANCES IN CONFLICT HEREWITH; PROVIDING PENALTIES FOR VIOLATION HEREOF; PROVIDING FOR A SEVERABILITY CLAUSE; PROVIDING FOR INCLUSION IN THE CODE; AND PROVIDING FOR AN EFFECTIVE DATE. ALL RECOMMENDATIONS MADE AT THIS MEETING WILL BE PRESENTED FOR HEARING TO THE CITY COUNCIL AT ITS MEETING OF TUESDAY, JULY 13Te, 2021. Written objections OJMgf be filed prior to hearing date with the Hialeah Planning Division, 501 Palm Avenue, Hialeah, Florida 33010. Oral objections will be heard at the hearing. For additional information, please call (305) 883-8075. HIALEAH PLANNING DIVISION IN ACCORDANCE WITH THE AMERICANS WITH DISABILITIES ACT OF 1990, PERSONS NEEDING, A SPECIAL ACCOMMODATION TO PARTICIPATE IN THIS PROCEEDING SHOULD CONTACT THE PLANNING DIVISION NO LATER THAN SEVEN DAYS PRIOR TO THE PROCEEDING. TELEPHONE (305) 883-8075 FOR ASSISTANCE; IF HEARING IMPAIRED, TELEPHONE THE FLORIDA RELAY SERVICE NUMBERS (800) 955-8771 (TDD) OR (800) 955-8770 (VOICE) FOR ASSISTANCE. City of Opa-locka Agenda Cover Memo Department Director: Department Director Signature: City Manager: John E. Pate CM Signature: Commission Meeting Date: 06.09.2021 Item Type: (EnterX in box) Resolution 1 d' a Other X Fiscal impact: (Enter X in box) Yes No Ordinance Reading: (Enter X in box) 1st Reading 2nd Reading X X Public Hearing: (Enter X in box) Yes No Yes No X X Funding Source: Account# : (Enter Fund & Dept) Ex: Provides rental income Advertising Requirement: (EnterXin box) Yes No X Contract/P.O. Required: (En ter X in box) Yes No RFP/RFQ/Bi#: X Strategic Plan Related (Enter X in box) Yes No Strategic Plan Priority Area: Enhance Organizational Bus. & Economic Dev Public Safety Quality of Education Qual. of Life & City Image Communication MI im IIIII 11111 • IM Strategic Plan Obj./Strategy: (list the specific objective/strategy this item will address) X Sponsor Name City Manager Department: City Manager Short Title: An ordinance authorizing the City Manager to execute a lease agreement with Teen Up -Ward Bound, Inc. to occupy the facility located at 2105 Ali -Baba Avenue, Opa-locka, FL 33054. Staff Summary: Teen Up -Ward Bound, Inc. provides support to children attending schools in Opa-locka and the surrounding areas. The program offers homework assistance, literacy support by certified teachers, computer technology, field trips, transportation from school to program site, and much more which is beneficial to many families in the City of Opa-locka. In addition, to the many programs that are advantageous to the youth, Teen Up -Ward Bound will also offer academic enrichment, community resource services, mentorship, and family support services which are needed in the community. Financial Impact: The term of the lease is three years with annualized revenue of $46,506 in the first year and a 3% escalator for each of the second and third years. With the lease starting on July 1, 2021, this will provide $11,627 for FY 21 and $46,855 for FY 22, including the impact of the 3% escalator as of July 1, 2022. The tenant will pay for all utilities associated with the use of the property. Proposed Action: The City Manager recommends approval. Attachment: 1. Draft Lease Agreement b II -,Si _�L S -1F FIRST FLOOR Lease Ajreement Teen Up -Ward Bound, Inc. DATE OF LEASE COMMENCEMENT: As of July 1, 2021 A. LANDLORD: B. TENANT: C. ADDRESS OF LEASED PREMISES: D. LEASED PREMISES: E. LEASE DATE: F. LEASE TERM: G. RENT: City of Opa-locka 780 Fisherman Street Opa-locka, Florida 33054 Teen Up -Ward Bound, Inc. 2105 Ali -Baba Avenue, Opa-locka, FL 33054 4,044 rentable sq. ft. July 1, 2021 Three (3) years (4,044 sq. ft.) Base rent is $11.50 per sq. ft. The rent shall be $3,875.50 per month for year one ($46,506.00 per year). Base rent will be increased by 3% each year. 1 H. MAINTENANCE: Landlord will insure the building and will maintain the exterior and structure of the building, including the parking areas and sidewalks. Tenant shall pay for all electricity, water, and sewer used at the premises, which shall be separately metered in Tenant's name. I. PARKING: Landlord shall provide sufficient parking for Tenant's intended used. J. LANDLORD SERVICES DURING Landlord shall perform the following during the Term. THE TERM: K. REPAIRS: • Maintenance and repair of the exterior of the Building and the Building grounds as listed in letter "H". Except as otherwise provided in Article 7, Landlord shall make such repairs to the roof, exterior walls, floor slabs and common facilities of the Building as may be necessary to keep them in serviceable condition. 2 LEASE AGREEMENT DATE OF LEASE EXECUTION: As of July 1, 2021 1.1 ARTICLE 1 REFERENCE DATA SUBJECTS REFERRED TO: Each reference in this Lease to any of the following terms shall incorporate the data stated for that subject in this Section 1.1.1 LANDLORD: City of Opa-locka 1.1.2 MANAGING AGENT: City of Opa-locka,780 Fisherman Street, Opa-locka, Florida 33054 1.1.3 TENANT: Teen Up -Ward Bound 1.1.4 TENANT'S ADDRESS (FOR NOTICE & BILLING): The Premises 1.1.5 LOT: The parcel of land at 2105 Ali -Baba Avenue, Opa-locka, Florida 33054, on which the Building is located 1.1.6 RENTABLE FLOOR AREA OF TENANT'S SPACE: Approximately 4,044 square feet 1.1.7 TERM COMMENCEMENT DATE: July 1, 2021 TERM EXPIRATION DATE: June 30, 2024 1.1.8 ANNUAL AND MONTHLY BASE RENT INSTALLMENTS: Base rent is due on the first day of each month. 1.1.9 SECURITY DEPOSIT: First and Last month rent = $7,751.00 1.1.10 PERM1'11hD USE: Afterschool Learning/Community Social Services 1.1.11 BROKERS: None 1.2 EXHIBITS AND SCHEDULES: The exhibits and schedules listed below in this Section are incorporated in this Lease by reference and are to be constructed as part of this Lease. 3 EXHIBIT A: Floor Plan of Premises EXHIBIT B: Rules and Regulations ARTICLE 2 PREMISES AND TERM 2.1 PREMISES: Subject to and with the benefit of the provisions of this Lease, Landlord leases to Tenant, and Tenant leases from Landlord, Tenant's Space in the Building located on the Lot, excluding exterior faces of exterior walls, the common facilities and building service fixtures and equipment serving exclusively or in common other parts of the Building. Tenant's Space, with such exclusions, is referred to in this instrument as the "Premises". The Lot and the Building are sometimes referred to in this instrument as the "Property". 2.1.1 Tenant shall have, as appurtenant to the Premises, the right to use in common with others entitled thereto, subject to reasonable rules of general applicability to tenants of the Building from time to time made by Landlord of which Tenant is given notice, common facilities included in the Building or on the Lot, including use of the parking areas, as set forth below to the extent from time to time designated by Landlord and the Building and service fixtures and equipment serving the Premises 4 2.1.2 Landlord reserves the right from time to time, without unreasonable interference with Tenant's use, (a) to install, repair, remove, use, maintain and relocate for service to the Premises and to other parts of the Building or either building, service fixtures and equipment wherever located in, the Building and (b) to alter or relocate any other common facility, including the parking areas, provided that substitutions are substantially equivalent or better. 2.2 TERM: To have and to hold for the term beginning on the Commencement Date and ending on the Expiration Date (the "Term"), unless sooner terminated as provided herein below, in Section 7.1 or in Article 9. See Section 4.1 below relative to the Rent Commencement Date. The Term may be extended as set forth in Exhibit C attached hereto and made a part hereof. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the right to terminate this Lease prior to the Expiration Date if Tenant loses its federal funding and is unable to continue. In such event, Tenant will give Landlord written notice of such loss of funding and its intent to terminate this Lease not less than 30 days prior to such termination. ARTICLE 3 CONSTRUCTION 3.1 DELIVERY OF PREMISES: Landlord shall deliver the Premises to Tenant with the Premises finished as described in Schedule 3.1. 3.2 ACCESS: Landlord shall permit Tenant access for installing equipment and furnishings in the Premises prior to the Commencement Date when it can be done without material interference with remaining work. Such access shall be subject to the provisions of this Lease, except for payment of Base Rent. Tenant shall indemnify and save Landlord harmless from and against any and all loss, liability, damage, cost and expense, including without limitation attorneys' fees and costs, claimed for or actually arising from, growing out of or related to any act, negligence or failure to act of Tenant or anyone entering the Premises or Building with Tenant's permission. Provided, however, this indemnification shall only be to the extent and within the limitations of Section 768.28 Florida Statutes, subject to the provisions of that statute whereby the Tenant shall not be held liable to pay a personal injury or property damage claim or judgment by any one person which exceeds the sum of $200,000, or any claim or judgment or portions thereof, which, when totaled with all other claims or judgments paid by the Tenant arising out of the same incident or occurrence, exceed the sum of $300,000 from any and all personal injury or property damage claims, liabilities, losses or causes of action which may arise as a result of the negligence of the Tenant or the Tenant's officers, employees, servants, agents, partners, principals or subcontractors. The provisions of this Section shall survive the termination of this Lease. 3.3 GENERAL PROVISIONS APPLICABLE TO CONSTRUCTION: All construction work required or permitted by this Lease, whether by Landlord or by Tenant, shall be done in a good and workmanlike manner and in compliance with all applicable laws and all lawful ordinances, regulations and orders of governmental authority and insurers of the Building. Either party may inspect the work of the other at reasonable times and shall promptly give notice 5 of observed defects. Landlord shall have no further obligation to fund or complete construction work once the Landlord's obligations contained in Section 3.1 have been fulfilled. 3.4 TENANT ALTERATIONS: Tenant shall not make any changes or alterations to the Premises without Landlord's prior written consent; and shall not in any event make unauthorized structural changes or additions to the Building or Premises or changes or additions to the heating, ventilating and air conditioning or other systems of the Building, consent to which may be withheld by Landlord in its sole discretion. Landlord may require Tenant to provide demolition and/or lien and completion bonds in form and amount satisfactory to Landlord. All Tenant alterations shall be accomplished in a good and workmanlike manner at Tenant's sole expense, in conformity will all Applicable Laws, by a licensed and bonded contractor approved in advance by Landlord, such approval not to be unreasonably withheld or delayed. Upon completion of any such work, Tenant shall provide Landlord with "as built" plans, copies of all construction contracts, and proof of payment for all labor and materials. Any Tenant alterations to the Premises made by or installed by either party hereto will remain upon and be surrendered with the Premises and become the property of Landlord upon the expiration or earlier termination of this Lease without credit to Tenant; provided, however, Landlord, at its option, may require Tenant to remove any additions and/or repair any alterations to restore the Premises to the condition existing at the time Tenant took possession, with all costs of removal or alterations to be borne by Tenant. This clause will not apply to moveable equipment, furniture or moveable trade fixtures owned by Tenant if (a) such equipment, furniture and trade fixtures are not then subject to any other rights, liens and interests of Landlord, or (b) Tenant is not then in default. 3.5 NO LIENS: Tenant shall pay promptly; when due, the entire cost of any work done on the Premises by Tenant, its agent, employees or independent contractors. Tenant shall have no authority or power, express or implied, to create or cause any construction lien or mechanics' or materialmen's lien or claim of any kind against the Premises, the Property or any portion thereof. Tenant will promptly cause any such liens or claims to be released by payment, bonding or otherwise within thirty (30) days after request by Landlord, and will indemnify Landlord against losses arising out of any such claim including, without limitation, legal fees and court costs. NOTICE IS HEREBY GIVEN THAT LANDLORD WILL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIAL FURNISHED OR TO BE FURNISHED TO TENANT, OR TO ANY ONE HOLDING THE PREMISES THROUGH OR UNDER TENANT, AND THAT NO MECHANICS OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS WILL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN THE PREMISES. TENANT WILL DISCLOSE THE FOREGOING PROVISIONS TO ANY CONTRACTOR ENGAGED BY TENANT PROVIDING LABOR, SERVICES OR MATERIAL TO THE PREMISES. ARTICLE 4 RENT 4.1 RENT: Tenant agrees to pay, without any offset or reduction whatsoever, to Landlord fixed rent on the first day of each calendar month of the Term, beginning on the first day of the first (1st) full calendar month of the Term. The Base Rent shall be applicable for the 6 Term commencing on the Term Commencement Date (the "Rent Commencement Date"). Tenant shall pay, with each payment of Rent, all sales and other applicable taxes which may be due or payable thereon. 4.1.1 The additional rent required to be paid by Tenant under this Section, together with the Base Rent and any other sums due Landlord under this Lease, is hereinafter collectively called the "Rent". 4.2 PAYMENTS: All payments of Rent shall be made to Managing Agent, or to such other person as Landlord may from time to time designate. 4.3 LATE CHARGES: If any Base Rent or other payment due under this Lease is not received by Landlord within ten (10) days of the due date of such payment, Tenant shall pay in addition to such payment a late charge equal to the greater of 5% of the payment which is past due or Two Hundred Fifty Dollars and No Cents ($250.00). If any payment due from Tenant shall remain overdue for more than ten (10) days, interest shall accrue daily on the past due amount from the date such amount was due until paid or judgment is entered at a rate equivalent to the lesser of eighteen percent (18%) per annum or the highest rate permitted by law. Interest on the past due amount shall be in addition to and not in lieu of the five percent (5%) or $250.00 late charge or any other remedy available to Landlord. 4.4 UTILITIES: Tenant shall pay for all utilities consumed in Tenant's Space. The consumption shall be measured by an independent meter installed specifically for the Premises. The meter shall be in the name of Tenant, who shall have sole responsibility for paying this expense directly to the utility company. The consumption of electricity for common areas will be paid for by Landlord, and included in Operating Costs. 4.5 NET LEASE. This Lease shall be deemed and construed to be a "net lease" and Tenant shall pay to Landlord, absolutely net throughout the term of this Lease, the Base Rent, and other payments hereunder, free of any charges, assessments, impositions or deductions of any kind and without abatement deduction or set-off, other than as here in expressly provided for, and under no circumstances or conditions, whether now existing or hereafter arising, or whether beyond the present contemplation of the parties, shall Landlord be expected or required to make any payment of any kind whatsoever or be under any other obligation or liability hereunder except as herein otherwise expressly set forth. ARTICLE 5 LANDLORD'S OBLIGATIONS 5.1 LANDLORD'S SERVICES DURING THE TERM: Landlord shall perform the following during the Term. 5.1.1 Building Services: Landlord will furnish the following services to Tenant: (a) Automatically operated elevators 7 5.1.2 Additional Building Services: Landlord shall furnish, solely at Landlord's election, through Landlord's employees or independent contractors, reasonable additional Building operation services upon reasonable advance request of Tenant at equitable rates from time to time established by Landlord to be paid by Tenant. 5.1.3 Repairs: Except as otherwise provided in Article 7, Landlord shall make such repairs to the roof, exterior walls, floor slabs and common facilities of the Building as may be necessary to keep them in serviceable condition. It is agreed upon between Landlord and Tenant that the Tenant shall be responsible for the maintenance and upkeep of the outside of the Building. The Landlord shall be responsible for all repairs regarding electrical, plumbing and air conditioning within the Building, unless damage caused by the negligence or fault of Tenant, its employees, agents or invitees, in which event Tenant shall be responsible for said costs, which Landlord may charge to Tenant as additional rent. If the Leased Premises become un-tenantable by reason of fire, windstorm or other events beyond the control of Tenant or Landlord, then during such period the rental provided herein shall cease and be abated and the Landlord shall have a reasonable time during which to make the required repairs, or in the event Landlord elects not to rebuild or repair the Leased Premises, then this Lease shall thereupon cease and be deemed terminated. 5.2 QUIET ENJOYMENT: Landlord has the right to make this Lease and Tenant, on paying the rent and performing its obligations hereunder, shall peacefully and quietly have, hold and enjoy the Premises throughout the Term without any manner of hindrance or molestation from Landlord or anyone claiming under Landlord, subject, however, to all the terms and provisions hereof. Landlord shall not be liable to Tenant, which shall have no recourse against Landlord, by reason of interference with quiet enjoyment caused by other tenants. 5.3 INTERRUPTIONS: 5.3.1 Landlord shall not be liable to Tenant for any compensation or reduction of Rent by reason of inconvenience or annoyance or for loss of business arising from power losses or shortages or from the necessity of Landlord's entering the Premises for any of the purposes in this Lease authorized, or for repairing the Premises or any portion of the Property. In case Landlord is prevented or delayed from making any repairs, alterations or improvements, or furnishing any service or performing any other covenant or duty to be performed on Landlord's part, by reason of any cause reasonably beyond Landlord's control, Landlord shall not be liable to Tenant therefor, nor shall Tenant be entitled to any abatement or reduction of rent by reason thereof, nor shall the same give rise to a claim in Tenant's favor that such failure constitutes actual or constructive, total or partial, eviction from the Premises. 5.3.2 Landlord reserves the right to stop any service or utility system when necessary by reason of accident or emergency or until necessary repairs have been completed. Except in case of emergency repairs, Landlord will give Tenant reasonable advance notice of any contemplated stoppage and will use reasonable efforts to avoid unnecessary inconvenience to Tenant by reason thereof. ARTICLE 6 8 TENANT'S COVENANTS 6.1 TENANT'S COVENANTS DURING THE TERM: Tenant covenants during the Term and such further time as Tenant occupies any part of the Premises, to do and perform the following matters. 6.1.1 Tenant's Payments: Tenant shall pay, when due, (a) all Base Rent and additional rent, all charges of Landlord rendered pursuant to Section 4.2 here of and any other sums due Landlord pursuant to this Lease. 6.1.2 Repairs and Yielding Up: Tenant shall keep the Premises in good order, repair and condition, reasonable wear only excepted; at the expiration or termination of this Lease, Tenant shall peaceably yield up the Premises and all changes and additions there in such order, repair and condition. Subject to the provisions of Section 3.5, Tenant shall remove all personal property of Tenant, and any items required to be removed by Landlord pursuant to Section 3.5 or otherwise, repairing all damage caused by such removal and restoring the Premises and leaving them clean and neat. Any property remaining on the Premises may, at Landlord's discretion, be removed, destroyed, sold, stored or otherwise disposed of at Tenant's cost. 6.1.3 Occupancy and Use: Tenant shall, continuously from the Commencement Date, use and occupy the Premises only for the Permitted Use, and shall not injure or deface the Premises or Property, and shall not permit in the Premises any auction, sale, nuisance or the emission from the Premises of any objectionable noise or odor, nor any use which is improper, offensive, contrary to law or ordinances, or liable to invalidate or increase the premiums for any insurance on the Building or its contents or liable to render necessary any alteration or addition to the Building, nor cause the violation of any laws, ordinances, building codes, rules or regulations, any order or judgment, permit or license, of any federal, state or local governmental or regulatory entity having jurisdiction over or application to the Property, including but not limited to the Board of Fire Underwriters and the Americans with Disabilities Act and all regulations and orders promulgated to such act (collectively, "Applicable Laws"); Tenant warrants that all improvements or alterations of the Premises made by Tenant or Tenant's employees, agents or contractors, either prior to Tenant's occupancy of the Premises or at any time during the term of this Lease, will comply with all Applicable Laws. Tenant will procure at its own expense all permits and licenses required for the transaction of its business in the Premises. 6.1.4 Hazardous Materials: Throughout the Term, Tenant shall prevent the presence, use, generation, release, discharge, storage, disposal, or transportation of any Hazardous Materials (as hereinafter defined) on, under, in, above, to, or from the Premises other than in strict compliance with Applicable Laws. For purposes of this provision, the term "Hazardous Materials" will mean and refer to any wastes, materials, or other substances of any kind or character that are or become regulated as hazardous or toxic waste or substances, or which require special handling or treatment, under any Applicable Laws. If Tenant's activities at the Premises or Tenant's use of the Premises (a) results in a release of Hazardous Materials that is not in compliance with Applicable Laws or permits issued thereunder; (b) gives rise to any claim or requires a response under common law or Applicable Laws or permits issued thereunder; (c) causes a significant public health effect; or (d) creates a nuisance, then Tenant shall, at its sole 9 cost and expense: (i) immediately provide verbal notice thereof to Landlord as well as notice to Landlord in the manner required by this Lease, which notice shall identify the Hazardous Materials involved and the emergency procedures taken or to be taken; and (ii) promptly take all action in response to such situation required by Applicable Laws, provided that Tenant shall first obtain Landlord's approval of their mediation plan to be undertaken. 6.1.5 Rules and Regulations: Tenant shall comply with the Rules and Regulations set forth in Exhibit B and all other reasonable Rules and Regulations hereafter made by Landlord, of which Tenant shall have been notified, for the care and use of the Property. 6.1.6 Safety Appliances: Tenant shall keep the Premises equipped with all safety appliances required by law or ordinance or any other regulation of any public authority because of any use made by Tenant and to procure all licenses and permits so required and, if requested by Landlord, shall do any work so required because of such use, it being understood that the foregoing provisions shall not be construed to broaden in any way Tenant's Permitted Use. 6.1.7 Assignment and Subletting: Tenant shall not, without the prior written consent of Landlord, assign this lease, make any sublease or permit occupancy of the Premises or any part thereof by anyone other than Tenant, voluntarily or by operation of law (it being understood that Landlord shall not unreasonably withhold or delay its consent herein required). Tenant shall, as additional rent, reimburse Landlord promptly for reasonable legal and other expenses incurred by Landlord in connection with any request by Tenant for consent to assign or sublet. No consent by Landlord shall affect the continuing liability of Tenant (which, following assignment, shall be joint and several with the assignee), and no consent to any of the foregoing in a specific instance shall operate as a waiver in any subsequent instance. Any permitted assignee, subtenant or other occupant must deliver a written instrument to Landlord, in form and substance reasonably satisfactory to Landlord, by which such assignee, subtenant or other occupant agrees to be bound by and assume all obligations of Tenant under this Lease relating to the portion of the Premises acquired by such assignee, subtenant or other occupant. Any attempted assignment, subleasing or other occupancy not approved by Landlord as required by this Subsection 6.1.7 shall be void and a default under this Lease; any net income (after commercially reasonable brokerage fees and out of pocket costs of leasing) which is payable to Tenant in connection with such subleasing or assignment or occupancy, in excess of the sums due Landlord by Tenant under this Lease, shall be payable one-half to Landlord, and one-half may be retained by Tenant. 6.1.8 Loading: Tenant shall not place a load upon the Premises exceeding an average rate of fifty (50) pounds of live load per square foot of floor area, and shall not move any safe, vault or other heavy equipment in, about or out of the Premises, except in such manner and at such times as Landlord shall in each instance approve. Tenant's business machines and mechanical equipment which cause vibration or noise that may be transmitted to the Building structure or to any other leased space in the Building shall be placed and maintained by Tenant in settings of cork, rubber, spring or other types of vibration eliminators sufficient to eliminate such vibration or noise. 6.1.9 Landlord's Costs: In case Landlord shall, without any fault on its part, be made party to any litigation commenced by or against Tenant or by or against any parties in possession of the Premises or any part thereof claiming under Tenant, Tenant shall pay, as additional rent, all costs including, without implied limitation, reasonable attorneys' fees incurred 10 by or imposed upon Landlord in connection with such litigation and, as additional rent, shall also pay all such costs and fees incurred by Landlord for any obligations of Tenant under this Lease. 6.1.10 Tenant's Property: All the furnishings, fixtures, equipment, effects and property of every kind, nature and description of Tenant and of all persons claiming by, through or under Tenant which, during the continuance of this Lease or any occupancy of the Premises by Tenant or anyone claiming under Tenant, may be on the Premises or elsewhere in the Property shall be at the sole risk and hazard of Tenant, and if the whole or any part thereof shall be destroyed or damaged by fire, water or otherwise, or by leakage or bursting of water pipes, steam pipes, or other pipes, by theft or from any other cause, no part of said loss or damage is to be charged to or to be borne by Landlord unless located off the Premises and due to the willful act or gross negligence of Landlord. 6.1.11 Holdover: Tenant shall pay to Landlord twice the total of the Base Rent and additional rent then applicable for each month or portion thereof, in the event that Tenant shall retain possession of the Premises or any part thereof after the termination of this Lease, whether by lapse of time or otherwise, and shall also pay all damages sustained by Landlord on account thereof. The provisions of this Subsection shall not operate as a waiver by Landlord of any right of re-entry provided in this Lease, at the option of Landlord exercised by written notice given to Tenant while such holding over continues. Such holding over shall, at Landlord's option, exercised by written notice at any time during the holding over, constitute an extension of this Lease for a period of one (1) year. ARTICLE 7 CASUALTY AND TAKING 7.1 CASUALTY AND TAKING: In case during the Term all or any substantial part of the Premises, the Building or Lot or any one or more of them, are damaged materially by fire or any other cause, this Lease shall terminate at Landlord's election, which may be made, notwithstanding that Landlord's entire interest may have been divested, by notice given to Tenant within sixty (60) days after the occurrence of the event giving rise to the election to terminate, which notice shall specify the effective date of termination which shall not be less than thirty (30) nor more than sixty (60) days after the date of the notice of such termination. In case during the Term all or any substantial part of the Premises shall be taken by eminent domain, then either Landlord or Tenant may within sixty (60) days after receipt of notice of such taking by notice in writing to the other terminate this Lease as of the date of actual physical taking of possession under such taking. If in any such case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence to put the Premises, or, in the case of taking, what may remain thereof (excluding any items installed or paid for by Tenant, which Tenant may be required or permitted to remove), into proper condition for use and occupation to the extent permitted by the next award of insurance or damages and applicable laws then in effect and a just proportion of the Base Rent and additional rent according to the nature and extent of the injury shall be abated until the Premises or such remainder shall have been substantially completed by Landlord in such condition, and in case of taking which permanently reduces the area of the Premises, a just proportion of the Base Rent and additional rent shall be abated for the remainder of the Term and an appropriate adjustment shall be made to the annual estimated Operating Costs. 11 7.2 RESERVATION OF AWARD: Landlord reserves to itself any and all rights to receive awards made for damages to the Premises, Building or Lot and the lease hold hereby created, or any one or more of them, accruing by reason of exercise of eminent domain or by reason of anything lawfully done in pursuance of public or other authority. Tenant hereby releases and assigns to Landlord all Tenant's rights to such awards, and covenants to deliver such further assignments and assurances thereof as Landlord may from time to time request, hereby irrevocably designating and appointing Landlord as its attorney -in -fact to execute and deliver in Tenant's name, it being agreed and understood, however, that Landlord does not reserve to itself and Tenant does not assign to Landlord any damages payable for (i) movable trade fixtures installed by Tenant or anybody claiming under Tenant, at its own expense, or (ii) relocation expenses recoverable by Tenant from such authority in a separate action. ARTICLE 8 RIGHTS OF MORTGAGEE 8.1 PRIORITY OF LEASE: Landlord or any mortgagee of Landlord, from time to time, shall have the option to subordinate this Lease to any mortgage or deed of trust (a "Mortgage") of the Lot or Building, or both (the "Mortgaged Premises"), provided that the holder thereof ("Mortgagee") agrees in writing to recognize the rights of Tenant under this Lease and to accept Tenant as a tenant of the Premises under the terms and conditions of this Lease in the event of acquisition of title by such holder through foreclosure proceedings or otherwise; Tenant agrees to recognize Mortgagee as Landlord in such event. The provisions of this Section 8.1 shall bind and inure to the benefit of the successors and assigns of Tenant and of Mortgagee and upon anyone purchasing the Mortgaged Premises at any foreclosure sale or otherwise. Any such Mortgage to which this Lease shall be subordinated may contain such terms, provisions and conditions as the Mortgagee deems usual or customary. 8.2 LIMITATION ON MORTGAGEE'S LIABILITY: Upon entry and taking possession of the Mortgaged Premises for any purpose other than foreclosure, Mortgagee shall have all rights of Landlord and, during the period of such possession, the duty to perform all Landlord's obligations hereunder. Except during such period of possession, no such holder shall be liable, either as mortgagee or as holder of a collateral assignment of this Lease, to perform or be liable in damages for failure to perform, any of the obligations of Landlord, unless and until such holder shall enter and take possession of the Mortgaged Premises for the purpose of foreclosing a Mortgage. Upon entry for the purpose of foreclosing a Mortgage, such holder shall be liable to perform all of the obligations of Landlord, subject to the provisions of Section 3.3, provided that a discontinuance of any foreclosure proceeding shall be deemed a conveyance under the provisions of Section 10.3 to the owner of the equity of the mortgaged premises. In no event, however, shall the holder of a mortgage on the Lot and/or the Building have any duty to perform or liability with respect to Landlord's obligations under this Lease unless and until such holder acquires title to the Lot and/or Building through foreclosure or otherwise, and if such holder does so acquire title, in no event shall such holder have any duty to perform or any liability with respect to Landlord's obligations or any fact, circumstance or condition existing, arising or accruing before such acquisition of title. 8.3 MORTGAGEE'S ELECTION: Notwithstanding any other provisions to the 12 contrary contained in this Lease, if prior to substantial completion of Landlord's obligations under Article 3, any holder of a first mortgage on the mortgaged premises enters and takes possession thereafter for the purpose of foreclosing the Mortgage, such holder may elect, by written notice given to Tenant and Landlord at any time within ninety (90) days after such entry and taking of possession, not to perform Landlord's obligations under Article 3, and in such event such holder and all persons claiming under it shall be relieved of all obligations to perform and all liability for failure to perform said Landlord's obligations under Article 3, in which event Tenant may terminate this Lease and all its obligations hereunder by written notice to Landlord and such holder given within thirty (30) days after the day on which such holder shall have given its notice as aforesaid. 8.4 NO PREPAYMENT OR MODIFICATION: No Base Rent, additional rent, or any other charge shall be paid more than thirty (30) days prior to the due dates thereof, and payments made in violation of this provision shall (except to the extent that such payments are actually received by a mortgagee in possession or in the process of foreclosing its mortgage) be a nullity as against such mortgagee, and Tenant shall be liable for the amount of such payments to such mortgagee. No assignment of this Lease and no agreement to make or accept any surrender, termination or cancellation of this Lease and no agreement to modify so as to reduce the rent, change the Term or otherwise materially change the rights of Landlord or holder of a mortgage affecting the Premises under this Lease, or to relieve Tenant of any obligations or liability under this Lease, shall be valid, unless consented to in writing by Landlord's mortgagees of record, if any. 8.5 NO RELEASE OR TERMINATION: No act or failure to act on the part of Landlord which would entitle Tenant under the terms of this Lease, or by law, to be relieved of Tenant's obligations hereunder or to terminate this Lease, shall result in a release or termination of such obligations or a termination of this Lease unless (i) Tenant shall have first given written notice of Landlord's act or failure to act to Landlord's Mortgagees of record, if any, specifying the act or failure to act on the part of Landlord which could or would give basis to Tenant's rights, and (ii) such Mortgagees, after receipt of such notice, shall have failed or refused to correct or cure the condition complained of within a reasonable time thereafter, but nothing contained in this Section 8.5 shall be deemed to impose any obligation on any such Mortgagee to correct or cure any such condition. "Reasonable time" as used above means and includes a reasonable time to obtain possession of the Mortgaged Premises if the Mortgagee elects to do so and a reasonable time to corrector cure the condition if such condition is determined to exist. 8.6 CONTINUING OFFER: The covenants and agreements contained in this Lease with respect to the rights, powers and benefits of a mortgagee (particularly, without limitation thereby, the covenants and agreements contained in this Article 8) constitute a continuing offer to any person, corporation or other entity, which by accepting or requiring an assignment of this Lease or by entry or foreclosure assumes the obligations herein set forth with respect to such Mortgagee, subject to the provisions of Section 8.3, such Mortgagee being hereby constituted a party to this Lease as an oblige hereunder subject to the provisions of Section 8.3 to the same extent as though its name was written hereon as such, and such Mortgagee shal l be entitled to enforce such provisions in its own name. 13 8.7 MORTGAGEE'S APPROVAL: Landlord's obligation to perform its covenants and agreements hereunder is subject to the condition precedent that this Lease be approved by the holder of any mortgage of which the Premises are a part and by the user of any commitment to make a Mortgage loan which is in effect on the date hereof. Unless Landlord gives Tenant written notice within fifteen (15) business days after the Effective Date that such holder or issuer, or both, disapproves or has not approved this Lease, then this condition shall be deemed to have been satisfied or waived and the provisions of this Section 8.7 shall be of no further force or effect. 8.8 SUCCESSORS OF MORTGAGEE: All of the rights and privileges of the holders of mortgages on the Lot and/or Building set forth in this Article 8 shall inure to the benefit of any such holders and their respective successors and assigns, including without limitation where applicable any purchases at foreclosure and other parties claiming title by, through or under any such holders. Where reference is made herein to foreclosure, the same rights and privileges for any such holder shall arise and the same results shall obtain if such holder instead acquires title through deed in lieu of foreclosure or otherwise. ARTICLE 9 DEFAULT 9.1 EVENTS OF DEFAULT: The occurrence of any of the following shall be deemed to be an event of default under this Lease: if any default by Tenant continues after notice, in case of Base Rent or any additional rent, for more than ten (10) days, or in any other case for more than thirty (30) days and such additional time, if any, as is reasonably necessary to cure the default (if the default is of such a nature that it is curable but cannot reasonably be cured in thirty (30) days, Tenant has the obligation to commence to cure the default within thirty (30) days, and thereafter diligently and continuously prosecutes such cure to completion), or if Tenant or any Guarantor makes any assignment for the benefit of creditors, commits any act of bankruptcy or files a petition under any bankruptcy or insolvency law, or if such a petition is filed against Tenant or any Guarantor and is not dismissed within forty-five (45) days, or if a receiver or similar officer becomes entitled to Tenant's leasehold hereunder and it is not returned to Tenant within forty-five (45) days, or if such leasehold is taken on execution or other process of law in any action against Tenant. In the event of any default under this Lease by Tenant, then without prejudice to any other rights which it has pursuant to this Lease or at law or in equity, Landlord shall have the following rights and remedies, which are cumulative and not alternative. 9.1.1 Landlord may cancel this Lease by notice to Tenant and retake possession of the Premises for Landlord's account, or Landlord may terminate Tenant's right of possession of the Premises. Tenant shall then quit and surrender the Premises to Landlord. Tenant's liability under all of the provisions of this Lease shall continue notwithstanding any expiration and surrender, or any re-entry, repossession, or disposition hereunder, including to the extent legally permissible, payment of all Rent and other charges until the date this Lease would have expired had such cancellation or termination not occurred. If Landlord so elects, Rent shall be accelerated and Tenant shall pay Landlord damages in the amount of any and all sums which would have been due for the remainder of the Term, subject to the provisions of Section 9.1.5 below. 14 9.1.2 Landlord may enter the Premises as agent of Tenant to take possession of any property of Tenant on the Premises, to store such property at the expense and risk of Tenant or to sell or otherwise dispose of such property in such manner as Landlord may see fit without notice to, and at the expense and risk of, Tenant. Re-entry and removal may be effectuated by summary dispossess proceedings, by any suitable action or proceeding, or otherwise. Landlord shall not reliable in anyway in connection with its actions pursuant to this section, to the extent that its actions are in accordance with Applicable Laws. 9.1.3 Landlord may relet all or any part of the Premises for all or any part of the unexpired portion of the Term of this Lease or for any longer period, and may accept any rent then attainable; grant any concessions of rent, and agree to paint or make any special repairs, alterations, and decorations for any new Tenant as it may deem advisable in its sole and absolute discretion. Landlord shall be under no obligation to relet or to attempt to relet the Premises. 9.1.4 Landlord may remedy or attempt to remedy any default of Tenant under this Lease for the account of Tenant and may enter upon the Premises for such purposes. No notice of Landlord's intention to perform such covenants need be given to Tenant unless expressly required by this Lease. Landlord shall not be liable to Tenant for any loss or damage caused by acts of Landlord in remedying or attempting to remedy such default and Tenant shall pay to Landlord all expenses incurred by Landlord in connection with remedying or attempting to remedy such default. Any expenses incurred by Landlord shall accrue interest at the highest rate permitted by law from the date of payment by Landlord until repaid by Tenant. 9.1.5 In calculating the amounts to be paid by Tenant to Landlord pursuant to this Section 9, Tenant shall be credited with the net proceeds of any rents obtained by Landlord by reletting the Premises, after deducting all Landlord's expenses in connection with such reletting, including, without limitation, all repossession costs, brokerage commissions, and fees for legal services. It is agreed by Tenant that Landlord may (i) relet the Premises or any part or part thereof of a term or terms which may, at Landlord's option, be equal to or less than or greater than the period which would otherwise have constituted the balance of the Term and may grant such concessions and free rent as Landlord, in its sole judgment, considers advisable or necessary to relet the same, and (ii) make such alterations, repairs and decorations in the Premises as Landlord, in its sole judgment, considers advisable or necessary to relet the same, and no action of Landlord in accordance with the foregoing or failure to relet or to collect rent under reletting shall operate or be construed to release or reduce Tenant's liability as aforesaid. 9.1.6 So long as at least twelve (12) months of the Term remain unexpired at the time of such termination of this Lease or of Tenant's right of possession, in lieu of any other damages or indemnity and in lieu of full recovery by Landlord of all sums payable under all the foregoing provisions of this Section 9.1, Landlord may by written notice to Tenant, at any time after this Lease is terminated under any of the provisions contained in this Section 9.1 or as otherwise terminated for breach of any obligation of Tenant and before such full recovery, elect to recover and Tenant shall thereupon pay, as liquidated danlages an anlount equal to the 15 aggregate of the Base Rent and additional rent accrued in the twelve (12) months ended next prior to such termination, plus the amount of Base Rent and additional rent of any kind accrued and unpaid at the time of termination and less the amount of any recovery by Landlord under the foregoing provisions of this Section 9.1 up to the time of payment of such liquidated damages. 9.1.7 Nothing contained in this Lease shall, however, limit or prejudice the right of Landlord to prove and obtain in proceedings for bankruptcy or insolvency by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater, equal to or less than the amount of the loss or damages referred to above. 92 COSTS: Tenant shall pay to Landlord on demand all costs incurred by Landlord, including attorneys' fees and costs at all tribunal levels, incurred by Landlord in enforcing any of the obligations of Tenant under this Lease. In addition, upon any default by Tenant, Tenant shall also be liable to Landlord for the expenses to which Landlord may be put in re-entering the Premises, reletting the Premises (including attorneys' fees and disbursements, marshal's fees, and brokerage fees, in so doing), and any other expenses reasonably incurred by Landlord. 93 WAIVER: No delay or omission by Landlord in exercising aright or remedy shall exhaust or impair the same or constitute a waiver of, or acquiescence to, a default. ARTICLE 10 MISCELLANEOUS 10.1 INTERPRETATION: The titles of the Articles and Sections are for convenience and are not to be considered in construing this Lease. Whenever required by the context of this Lease, the singular shall include the plural and the plural shall include the singular. The masculine, feminine and neuter genders shall each include the other. In any provision relating to the conduct, acts or omissions of Tenant the term "Tenant" shall include Tenant's agents, employees, contractors, invitees, successors or others using the Premises, Building or Property with Tenant's expressed or implied permission. 10.2 NOTICE: Any notice, approval, consent, request, or election required or permitted to be given or made pursuant to this Lease shall be addressed, if to Landlord, at Landlord's address or at such other address as may have been specified by prior notice to Tenant, and if to Tenant, at the Premises or Tenant's address or at such other place as may have been specified by prior notice to Landlord. Any communication so addressed shall be deemed duly served if personally delivered or sent by nationally recognized overnight delivery service. 10.3 LANDLORD'S LIABILITY: CERTAIN DUTIES: The obligations of this Lease shall run with the land, and this Lease shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assignees, except that the Landlord named herein and each successive owner of the Premises shall be liable only for the obligations accruing during the period of its ownership. Neither the Landlord named herein nor any successive owner of the 16 Premises, whether an individual, trust, a corporation or otherwise shall have any personal liability related to this Lease beyond their equity interest in the Premises, and Tenant agrees that it shall look solely to such equity interest then -owned by Landlord for collection of any judgment or any other judicial process requiring the payment of money. Whenever the Premises are owned by a trustee or trustees, the obligations of Landlord shall be binding upon Landlord's trust estate, but not upon any trustee, beneficiary or shareholder of the trust individually. Any Landlord who transfers its title or interest is relieved of all liability with respect to the obligations of Landlord under this Lease to be performed on or after the date of transfer, provided that such transfer is not for the primary purpose of avoiding such obligations. However, each Landlord shall deliver to its transfer real funds previously paid by Tenant if such funds have not yet been applied under the terms of this Lease. Landlord shall not be in default under this Lease unless Landlord (or such ground lessor, mortgagee or beneficiary) fails to cure or diligently pursue a cure of such nonperformance within thirty (30) days after receipt of Tenant's written notice or such longer time as is reasonably necessary, provided that such cure is commenced with in such thirty (30) day period and there after pursued with reasonable diligence. 10.4 NO SURRENDER: The delivery of keys to any employee of Landlord or to Landlord's agent or any employee thereof shall not operate as a termination of this Lease or a surrender of the Premises. 10.5 NO WAIVER: The failure of Landlord or of Tenant to seek redress for violation of, or to insist upon the strict performance of, any covenant or condition of this Lease shall not be deemed a waiver of such violation nor prevent a subsequent act which would have originally constituted a violation, from having all the force and effect of an original violation, nor shall the failure of Landlord to enforce any Rules and Regulations against Tenant or any other tenant in the Building be deemed a waiver of any such Rules and Regulations. The receipt by Landlord of Base Rent or additional rent with knowledge of the breach of any covenant of this Lease shall not be deemed a waiver of such breach by Landlord, unless such waiver be in writing signed by Landlord. No consent or waiver, express or implied, by Landlord or Tenant to or of any breach of any agreement or duty shall be construed as a waiver or consent to or of any other breach of the same or any other agreement or duty. 10.6 NO ACCORD AND SATISFACTION: No acceptance by Landlord of a lesser sum than the Base Rent and additional rent then due shall be deemed to be other than on account of the earlier installment of such rent due, nor shall any endorsement or statement on any check or letter accompanying any check or payment as rent be deemed as accord and satisfaction and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such installment or pursue any other remedy in this Lease provided. All waivers must be in writing and signed by the waiving party. Landlord's failure to enforce any provision of this Lease or its acceptance of Rent shall not be a waiver and shall not prevent Landlord from enforcing that provision or any other provision of this Lease in the future. 10.7 CUMULATIVE REMEDIES: The specific remedies to which Landlord may resort under the terms of this Lease are cumulative and are not intended to be exclusive of any other remedies or means of redress to which it may be lawfully entitled in case of any breach or threatened breach by Tenant of any provisions of this Lease. In addition to the other remedies 17 provided in this Lease, Landlord shall be entitled to the restraint by injunction of the violation or attempted or threatened violation of any of the covenants, conditions or provisions of this Lease or to a decree compelling specific performance of any such covenant, conditions or provisions. 10.8 PARTIAL INVALIDITY: If any term of this Lease, or the application thereof to anypersonorcircumstancesshalltoanyextentbeinvalidorunenforceable,theremainderofthis Lease, or the application of such term to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term of this Lease shall be valid and enforceable to the fullest extent permitted by law. 10.9 LANDLORD'S RIGHT TO CURE: If Tenant shall at any time default in the performance of any obligation under this Lease, Landlord shall have the right, but not the obligation, to enter upon the Premises and to perform such obligation, notwithstanding the fact that no specific provision for such substituted performance by Landlord is made in this Lease with respect to such default. In performing such obligation, Landlord may make any payment of money or perform any other act. All sums so paid by Landlord (together with interest at the rate of 4% per annum in excess of the then prime rate of interest being charged by a majority of the national banks in Miami, Florida); and all necessary incidental costs and expenses in connection with the performance of any such act by Landlord, shall be deemed to be additional rent under this Lease and shall be payable to Landlord immediately upon demand. Landlord may exercise the foregoing rights without waiving any other of its rights or releasing Tenant from any of its obligations under this Lease. 10.10 ESTOPPEL CERTIFICATE: Tenant agrees on the Commencement Date, and from time to time thereafter upon not less than fifteen (15) days prior written request by Landlord, to execute, acknowledge and deliver to Landlord a written statement in form requested by Landlord, certifying that this Lease is unmodified and in full force and effect; that Tenant has no defenses, offsets our counterclaims against its obligations to pay the Base Rent and additional rent and to perform its other covenants under this Lease; that there are no uncured defaults of Landlord or Tenant under this Lease (or, if there have been any modifications, that this Lease is in full force and effect as modified and stating the modifications and, if there are any defenses, offsets, counterclaims or defaults, setting them forth in reasonable detail), and the dates to which the Base Rent, additional rent and other charges have been paid. Any such statement delivered pursuant to this Section 10.10 may be relied upon by any prospective purchaser or mortgagee of the Property or any prospective assignee of any such mortgagee. 10.11 FORCE MAJEURE: In any case where either party hereto is required to do any act (other than the payment of rent or other monies hereunder), delays caused by or resulting from war, civil commotion, fire, flood, other casualty, labor difficulties, shortages or other unavailability of labor, materials, equipment, energy or utility services, governmental regulations, unusually severe weather, Act of God or other causes beyond such party's reasonable control (but not the inability to pay money), shall not be counted in determining the time during which such act must be completed, and such time shall be deemed extended by such delay. In no event, however, shall the foregoing excuse the late payment of rent or any other monies due hereunder nor extend the time therefor. 10.12 WAIVER OF TRIAL BY JURY AND COUNTERCLAIMS. MEDIATION: 18 LANDLORD AND TENANT EACH HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDINGORCOUNTERCLAIMB ROUGHTB YEITHEROFTHEPARTIES HERETO AGAINST THE OTHER ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE. TENANT FURTHER AGREES THAT IT SHALL NOT INTERPOSE ANY COUNTERCLAIM OR COUNTERCLAIMS (EXCEPT COMPULSORY COUNTERCLAIMS) IN ANY SUMMARY PROCEEDING OR IN ANY ACTION BASED UPON NONPAYMENT OF RENT OR ANY OTHER PAYMENT REQUIRED BY TENANT UNDER THIS LEASE. UPON LANDLORD'S REQUEST, TENANTSHALLPARTICIPATEINMEDIATIONOFADISPUTEBETWEENLANDLORD AND TENANT; THE COST OF A MEDIATOR SHALL BE BORNE EQUALLY BY LANDLORD ANDTENANT. 10.13 RADON GAS NOTICE: Radon is a naturally occurring radioactive gas that, when it has accumulate building insufficient 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. 10.14 ATTORNEYS' FEES: Wherever provision is made in this Lease for attorneys' fees, such term shall be deemed to include accountants' and attorneys' (including paralegals' and similar persons) fees and costs, whether or not litigation is commenced, including those for appellate, bankruptcy, probate, arbitration, mediation and collections proceedings. 10.15 LANDLORD'S ACCESS: Landlord shall be entitled at all reasonable times and upon reasonable notice (but no notice is required in emergencies) to enter the Premises to examine them and to make such repairs, alterations, or improvements thereto as Landlord considers necessary or reasonably desirable. Tenant shall not unduly obstruct any pipes, conduits, or mechanical or other electrical equipment so as to prevent reasonable access thereto. Landlord shall exercise its rights under this section, to the extent possible in the circumstances, in such manner so as to minimize interference with Tenant's use and enjoyment of the Premises. Landlord and its agents have the right to enter the Premises at all reasonable times and upon reasonable notice to show them to prospective purchasers, lenders, or anyone having a prospective interest in the Building, and, during the last six months of the Term or any renewal thereof, to show them to prospective tenants. Landlord may place customary "For Sale" or "For Lease" signs on the Premises, Building or Property as Landlord deems necessary. 10.16 INCORPORATION OF PRIOR AGREEMENTS: MODIFICATIONS: This Lease is the only agreement between the parties pertaining to this Lease of the Premises, Building or Property and no other agreements either oral or otherwise are effective unless embodied herein. All amendments to this Lease shall be in writing and signed by all parties. Any other attempted amendment shall be void. 10.17 JOINT AND SEVERAL LIABILITY: All parties signing this Lease as Tenant shall be jointly and severally liable for all obligations of Tenant. 10.18 EXECUTION OF LEASE: Submission or preparation of this Lease by Landlord shall not constitute an offer by Landlord or option for the Premises, and this Lease shall constitute 19 an offer, acceptance or contract only as expressly specified by the terms of this Section In the event that Tenant executes this Lease first, such action shall constitute an offer to Landlord, which may be accepted by Landlord by executing this Lease, and once this Lease is so executed by Landlord, such offer may not be revoked by Tenant and this Lease shall become a binding contract. In the event that Landlord executes this Lease first, such action shall constitute an offer to Tenant, which may be accepted by Tenant only by delivery to Landlord of a fully executed copy of this Lease, together with a fully executed copy of any and all guaranty agreements and addendums and moneys to be delivered at time of execution, provided that in the event that any party other than Landlord makes any material or minor alteration of any nature whatsoever to any of said documents, then such action shall merely constitute a counteroffer, which Landlord, may, at Landlord's election, accept or reject. Notwithstanding that the Commencement Date may occur and the Term may commence after the date of execution of this Lease, upon delivery and acceptance of this Lease in accordance with the terms of this Lease, this Lease shall be fully effective, and in full force and effect and valid and binding against the parties in accordance with, but on and subject to, the terms and conditions of this Lease. 10.19 AUTHORITY: As a material inducement to Landlord to enter into this Lease, Tenant (and, individually, each party executing this Lease on behalf of Tenant), intending that Landlord rely thereon, represents and warrants to Landlord that: 10.19.1 Tenant and the party executing on behalf of Tenant are fully and properly authorized to execute and enter into this Lease on behalf of Tenant and to deliver this Lease to Landlord; 10.19.2 This Lease constitutes a valid and binding obligation of Tenant, enforceable against Tenant in accordance with the terms of this Lease; 10.19.3 Tenant is duly organized, validly existing and in good standing under the laws of the state of Tenant's organization and has full power and authority to enter into this Lease, to perform Tenant's obligations under this Lease in accordance with the terms of this Lease, and to transact business in the state in which the Premises are located; and 10.19.4 The execution of this Lease by the individual or individuals executing this Lease on behalf of Tenant, and the performance by Tenant of Tenant's obligation under this Lease, have been duly authorized and approved by all necessary corporate or partnership action, as the case maybe, and the execution, delivery and performance of this Lease by Tenant is not in conflict with Tenant's bylaws or articles of incorporation (if a corporation), agreement of partnership (if a partnership), and other charters, agreements, rules or regulations governing Tenant's business as any of the foregoing may have been supplemented or amended in any manner. 10.20 FLORIDA LAW: This Lease shall be governed by the laws of the State of Florida. 10.21 COUNTERPART: This Lease may be executed in more than one copy, each counterpart of which shall be deemed an original and any of which shall be deemed to be complete of it and may be introduced into evidence or used for any purpose without the production of the other counterpart or counter parts. 20 10.22 TIME IS OF THE ESSENCE: Time is of the essence of this Lease and all provisions contained herein. 10.23 APPROVAL OF PLANS AND SPECIFICATIONS: Neither review nor approval by or on behalf of Landlord of any Tenant's plans nor any plans and specifications for any Tenant alterations or any other work shall constitute a representation or warranty by Landlord, any of Landlord's beneficiaries, the managing agent of the Building or Property or any of their respective agents, partners or employees that such plans and specifications either (i) are complete or suitable for their intended purpose, or (ii) comply with Applicable Laws, it being expressly agreed by Tenant that neither Landlord, nor any of Landlord's beneficiaries, nor the managing agent of the Building or Property nor any of their respective agents, partners or employees assume any responsibility or liability whatsoever to Tenant or to any other person or entity for such completeness, suitability or compliance. 10.24 RELATIONSHIP: Landlord and Tenant disclaim any intention to create a joint venture, partnership or agency relationship. 10.25 RIDERS AND EXHIBITS: All Riders and Exhibits attached to this Lease and all Addendums attached to this Lease and executed by both Landlord and Tenant shall be deemed to be a part of and are hereby incorporated in this instrument. 10.26 SURVIVAL: Tenant's ongoing or unfulfilled obligations shall survive the termination of this Lease, including but not limited to payment of additional rent adjustments which may be calculated and billed after the termination of the Lease. ARTICLE 11 INSURANCE AND INDEMNITY 11.1 TENANTS INSURANCE: Tenant shall throughout the term (and any other period when Tenant is in possession of the Premises) carry and maintain, at its sole cost and expense, the following types of insurance, which shall provide coverage on an occurrence basis, with respect to the Premises, in the amounts specified and in the form hereinafter provided for: 11.1.1 Commercial General Liability Insurance. Commercial general liability insurance with a combined single limit of not less than $1,000.000.00 per occurrence (General Aggregate - $2,000,000; Products Aggregate - $2,000,000) for bodily injury and property danlage insuring against legal liability of the insured with respect to said Premises or arising out of the maintenance, use or occupancy thereof. Said insurance shall include, but not be limited to, independent contractor liability, products and completed operations coverage, and the Broad Form Commercial General Liability Endorsement, including personal injury and advertising liability, contractual liability and premises medical payments. 11.1.2 Property Insurance. "Special Risk" property insurance including plate glass coverage on a replacement cost basis, with coverage equal to not less than one hundred percent (100%) of the full replacement value of all personal property, decorations, trade fixtures, 21 furnishings, equipment, alterations, leasehold improvements and betterments made by Tenant, and all other contents located or placed therein. 11.1.3 Workers' Compensation and Employees' Liability Insurance. Workers' Compensation Insurance covering all employees of Tenant, as required by the laws of the State where the Premises are located and Employees' Liability coverage with not less than the minimum statutory limits of coverage. 11.1.4 Policy Form. All policies referred to above shall: (i) be taken out with underwriters licensed to do business in Florida and a "Best Rating" of "A" or "A+" (ii) name Landlord and the property manager, or their successors, as additional insured; (iii) be non-contributing with, and shall apply only as primary and not as excess to any other insurance available to Landlord or any mortgagee of Landlord; (iv) contain an undertaking by the insurers to notify Landlord and any other additional insured by certified mail not less than thirty (30) days prior to any material change, cancellation, or termination; and cv) provide that a defense against the primary insured shall not be a defense against payment to the additional insureds. Binding certificates of insurance with endorsements attached or, if required by a mortgagee, copies of such insurance policies certified by an authorized officer of Tenant's insurer as being complete and current, shall be delivered to Landlord promptly upon request. a) Tenant fails to take out or to keep in force any insurance referred to in this Section 11, or should any such insurance not be approved by either Landlord or any mortgagee, and b) Tenant does not commence and continue to diligently cure such default within forty-eight (48) hours after written notice by Landlord to Tenant specifying the nature of such default, then Landlord has the right without assuming any obligation in connection therewith, to effect such insurance at the sole cost of Tenant and all outlays by Landlord shall be paid by Tenant to Landlord without prejudice to any other rights or remedies of Landlord under this Lease. Tenant shall not keep or use in the Premises any article which may be prohibited by any fire or casualty insurance policy in force from time to time covering the Premises or the Building. 11.2 INDEMNIFICATION OF THE PARTIES: 11.2.1 The Tenant shall indemnify and hold harmless Landlord, and its officers, employees, agents, servants, agencies and instrumentalities from any and all liability, losses or damages, including attorneys' fees and costs of defense, which Landlord and its officers, employees, agents, servants, agencies or instrumentalities may incur as a result of any and all claims, demands, suits, causes of action or proceedings of any kind or nature arising out of, relating to or resulting from the performance of this Lease by the Tenant or the Tenant's officers, employees, agents, servants, partners, principals or subcontractors. The Tenant shall pay all claims and losses of any kind in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of Landlord, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney's fees which may issue thereon. Provided, however, this indemnification shall only be to the extent and within the limitations of Section 768.28 Florida Statutes, subject to the provisions of that statute whereby the Tenant shall not be held liable to pay a personal injury or property damage claim or judgment by any one person which exceeds the sum of $200,000, or any claim or judgment or portions thereof, which, when totaled with all other claims or judgments paid by the Tenant arising out of the same incident or occurrence, exceed the sum of $300,000 from any and all personal injury or property damage 22 claims, liabilities, losses or causes of action which may arise as a result of the negligence of the Tenant or the Tenant's officers, employees, servants, agents, partners, principals or subcontractors. 11.2.2 The Landlord shall indemnify and hold harmless Tenant, and its officers, employees, agents, servants, agencies and instrumentalities from any and all liability, losses or damages, including attorneys' fees and costs of defense, which Tenant and its officers, employees, servants, agents, agencies or instrumentalities may incur as a result of any and all claims, demands, suits, causes of action or proceedings of any kind or nature arising out of, relating to or resulting from the performance of this Lease by the Landlord or the Landlord's officers, employees, agents, servants, partners, principals or subcontractors. The Landlord shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of Tenant, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorneys' fees which may issue there on. The Landlord expressly understands and agrees that any insurance policies required by this Lease or otherwise provided by the Landlord shall in no way limit the responsibility to indemnify, keep and save harmless and defend Tenant and its officers, employees, agents, servants, agencies and instrumentalities as herein provided. 11.2.3 Term of Indemnification. The provisions of this indemnification shall survive the expiration of this Lease and shall terminate upon the expiration of the applicable statute of limitation. 11.3 RELEASE AND WAIVER OF SUBROGATION RIGHTS: The parties hereto, for themselves and anyone claiming through or under them, hereby release and waive any and all rights of recovery, claim, action or cause of action, against each other, their respective agents, directors, officers and employees, for any loss or damage that may occur to the Premises or the Building, and to all property, whether real, personal or mixed, located in the Premises or the Building, by reason of any cause against which the releasing party is actually insured or, regardless of the releasing party's actual insurance coverage, against which the releasing party is required to be insured pursuant to the provisions of this Lease. This release and waiver shall apply regardless of the cause or origin of the loss or damage, including negligence of the parties hereto, their respective agents and employees. Each party agrees to provide the other with reasonable evidence of its insurance carrier's consent to such waiver of subrogation. This Section11.3 supersedes any provision to the contrary which may be contained in this Lease. EXECUTED as a sealed instrument as of the day and year first above written. 23 LANDLORD: CITY OF OPA-LOCKA Witness: By: Name: TENANT: TEEN UP -WARD BOUND, INC. Witness: By: Name: As To Legal Sufficiency and Form Burnadette Norris -Weeks, City Attorney City of Opa-locka 24 Teen Up -Ward Bound, Inc follows the COVID-19 guidelines from the Centers for Disease Control and Miami Dade County concerning students at camps. These guidelines are up -dated regularly and programming is subject to change accordingly. Hours of Operation Office Hours 8am-6pm (Hours Vary according to services rendered) Student Camp hours Afterschool - 1pm to 6pm Summer - 7:30am to 6:OOpm (Monday — Friday) Weekend (hours vary according to activity) Community Social Services Times and Days (TBA) Services • Academy and Enrichment • Community Resource Services • Mentorship • Family Support Services 1 Afterschool Scope of Services AFTER -SCHOOL PROGRAMS AND SUMMER CAMPS 1. PROGRAM DESCRIPTION The Teen Upward Bound Program (TUB) provides high quality after school and summer camp programs for elementary and middle school students attending schools in Opa-locka and/or surrounding communities. Students are provided access to out -of -school programs that not only promote and support their learning out of school, but also their engagement in activities that develop their physical well-being and life skills acquisition. Program Timeframe: Year Round 2. PARTICIPANTS School -Year Slots Slots (number) 40 Children With Disabilities Slots (percent of actual slots) 10% Summer Slots Slots (number) 75 Children With Disabilities Slots (percent of actual slots) 10% 3. ACTIVITIES School -Year Activity Name & Description Site/Group Variance LITERACY 2 School -Year Activity Name & Description Site/Group Variance A differentiated instruction approach is implemented to facilitate the delivery of literacy services using evidence -based curricula (or strategies) to improve oral reading fluency for participants through 3rd grade and comprehension for grades 4 and up. Student assessments are used to identify literacy readiness followed by instruction that is matched to the academic needs and learning styles of each participant. Based on pre-tests, students are grouped into three levels: mastery; instructional; or frustrational. Participants at the mastery and instructional levels take part in individualized reading enrichment activities whereas participants at the frustrational level receive individualized instructional supports. The literacy component will be facilitated using Playbooks Reader's Theater curriculum. Playbooks Reader's Theater is a fun, interactive, role-play reading program that utilizes enhanced multi -leveled and color -coded materials to develop oral reading fluency via guided repeated reading strategy. Reader's theater is reading a story aloud, like a play, without memorization, props or a stage. Students are assigned a character role and read their part with expression, meaning and enthusiasm. This is best done in small non -threatening groups of students so students can become practiced at their roles prior to standing in front of a group or audience. Repeated readings in multi -leveled small groups (mastery, instructional, and frustrational) provide the practice of "Repeated Guided Oral Reading" which a proven method of building reading fluency. Plays come with built-in strategies to help students read better. The acting out of story dialogue compels readers to work more closely with the text to interpret and project meaning into the experience. As a result, students show improvement in vocabulary, comprehension, and retention. Strong reading and comprehension skills are the cornerstone for a successful educational experience. Reader's theater is a well-known fluency building strategy that 3 School -Year Activity Name & Description Site/Group Variance engages and entertains students while they learn and improve their skills. PHYSICAL ACTIVITY & FITNESS Activities implemented are structured and promote fitness, fun, teamwork, cooperative play, and keep participants vigorously moving. A variety of activities are offered to encourage the involvement of participants at all skill levels and abilities. Each site will instruct students using the Evidence - Based "SPARK" curriculum. HOMEWORK ASSISTANCE Assistance is provided in an environment conducive to completing academic tasks with materials readily available. Staff provide continuous motivation, strategies, and feedback that encourage skill -building and homework completion. In addition, staff facilitate communication to link the participant's parents, school teachers, and after -school program. Participants who do not have assigned homework will read for 30 minutes or complete I -Ready assignments on computer LIFE SKILLS Character Matters (CM) is a social skills development program designed to identify, reinforce, and assess character education concepts in physical education and physical activity settings. Character Matters initiates' personal growth and exploration, fosters cooperative relationships, and encourages positive academic behaviors. Staff will continue to be trained in Behavior 4 School -Year Activity Name & Description Site/Group Variance Management to learn practical, effective, and research -based strategies for managing challenging behaviors; to identify why children engage in disruptive behaviors and practice managing the behaviors, using effective behavioral strategies; and encouraging appropriate behaviors to teach the importance of observation and how to implement practical strategies for increasing positive behavior in all children. Strategies include managing transitions, classroom rules, and schedules, consequences, creating a behavior plan and identifying strategies for selecting reinforces to increase positive behaviors. FAMILY ENGAGEMENT Families attend quarterly parent meetings, family events, family reading night, and volunteer at Teen Up -Ward Bound, Inc. (TUB) events such as field trips and special camp events. Families participate in "Say No to Drugs" Week, Health and Wellness Initiatives, Culture Diversity Events and Annual Agency Celebrations. During "Say No to Drugs" Week parents will be asked at sign and recite a pledge to be drug free at the week's finale event. Families are encouraged to join the Parent Advisory Committee and coordination and marketing of events thru phone calls, emails, and community outreach. A "Family Welcome and Information Board" is available to families for calendar of community events, resources and partnering events and services are advertised . Parents are provided a Parent Handbook that states program mission and objective, policy and procedures, client rights, hours of operation, and partnership information. FIELD TRIPS 5 School -Year Activity Name & Description Site/Group Variance Field trips increase engagement in the program and give participants the opportunity to experience new educational, cultural, and environmental experiences. The selected field trip sites and experiences are aligned to the curricula, activities, and outcomes of the program and may include local library, museums, galleries, and parks. FREE CHOICE Students are able to choose from a variety of developmentally -appropriate activities including indoor and outdoor active play, board games, card games, computer activities, arts and crafts; and social interactions including circle discussions, free style dance, and music enjoyment. Students can participate in individual and group activities Summer Activity Name & Description Site/Group Variance LITERACY A differentiated instruction approach is implemented to facilitate the delivery of literacy services using evidence -based curricula (or strategies) to improve oral reading fluency for participants through 3rd grade and comprehension for grades 4 and up. Student assessments are used to identify literacy readiness followed by instruction that is matched to the academic needs and learning styles of each participant. Based on pre-tests, students are grouped into three levels: mastery; instructional; or frustrational. Participants at the mastery and instructional levels take part in individualized reading enrichment activities whereas participants at the 6 Summer Activity Name & Description Site/Group Variance frustrational level receive individualized instructional supports. The literacy component will be facilitated using Playbooks Reader's Theater curriculum. Playbooks Reader's Theater is a fun, interactive, role-play reading program that utilizes enhanced multi -leveled and color -coded materials to develop oral reading fluency via guided repeated reading strategy. Reader's theater is reading a story aloud, like a play, without memorization, props or a stage. Students are assigned a character role and read their part with expression, meaning and enthusiasm. This is best done in small non -threatening groups of students so students can become practiced at their roles prior to standing in front of a group or audience. Repeated readings in multi -leveled small groups (mastery, instructional, and frustrational) provide the practice of "Repeated Guided Oral Reading" which a proven method of building reading fluency. Plays come with built-in strategies to help students read better. The acting out of story dialogue compels readers to work more closely with the text to interpret and project meaning into the experience. As a result, students show improvement in vocabulary, comprehension, and retention. Strong reading and comprehension skills are the cornerstone for a successful educational experience. Reader's theater is a well-known fluency building strategy that engages and entertains students while they learn and improve their skills. PHYSICAL ACTIVITY & FITNESS Activities implemented are structured and promote fitness, fun, teamwork, cooperative play, and keep participants vigorously moving. A variety of activities are offered to encourage the involvement of participants at all skill levels and abilities. 7 Summer Activity Name & Description Site/Group Variance Each site will instruct students using the Evidence - Based "SPARK" curriculum. SPARK will be provided daily in combination with sport and recreational activities improving the quantity and quality of physical activity by focusing on activities that develop and improve motor skills, movement knowledge, social and personal skills. Staff will encourage fitness, fun, sportsmanship, teamwork, cooperative play, playing fair, rules, consequences, and self-esteem. Activities are modified and adapted as needed to accommodate all children. Program is prepared to provide the following accommodations as dictated by each child's disability: sports wheelchairs, Velcro straps, splints, balance supports, adapted sports equipment, aquatic buoyancy devices, and aquatic pool lift. FITNESS /SPORTS Physical fitness skills to decrease obesity and promote healthy lifestyles is the focus of this activity. Students will receive basic life skills training, and physical fitness activities. These services will enhance the students by teaching them the skills needed to lead a healthy lifestyle. Sports is a tool used to demonstrate teamwork, persistence and conflict resolution. The relationship of the sports instructor and other professional athletes will enhance the mentorship program by developing positive change of attitudes in the students. These positive activities will also reduce stress and teach the students anger management principles. FAMILY ENGAGEMENT 8 Summer Activity Name & Description Site/Group Variance Multiple events, activities or workshops are held to help promote family involvement where children, family, and program staff can engage in meaningful activities: Parent Night, Parent and Family Workshop, Family Day, Health Fairs, and evening sport events. Families are encouraged to attend two parent meetings during 8 weeks of summer camp, End of The Summer Showcase, Family Fun Day, or volunteer at Teen Up -Ward Bound, Inc. (TUB) events such as field trips and special camp events. Some families join the Parent Advisory Committee and in coordination of the events and marketing of events thru phone calls, emails, and community outreach. FIELD TRIPS Field trips increase engagement in summer program. It exposes participants to unique educational, cultural and environmental experiences. With parental consent, participants will attend one field trip per week for 8 weeks. Field trips are directly related to curriculums and enrichment activities. SUPERVISED FREE CHOICE Students are able to choose from a variety of developmentally -appropriate activities including indoor and outdoor active play, board games, card games, computer activities, arts and crafts; and social interactions including circle discussions, free style dance, and music enjoyment. Students can participate in individual and group activities. FINANCIAL LITERACY 9 Summer Activity Name & Description Site/Group Variance TUB's Teen Entrepreneurship Program targets financial incompetency among youth in Opa-Locka and Miami Gardens. The program offers Entrepreneurship classes for financial literacy and Physical Fitness through exercise/team sports. Each component relies upon the other for successful outcomes. The program promotes sound financial decision -making, effective management of personal finances, teamwork and fitness. The program will be offered twice weekly for 39 weeks to 30 students mainly during the summer hours and expanding to year-round. OUTREACH AND ENGAGEMENT The target populations students in Opa-Locka (33054, 33055, 33056), where TUB has been providing services in these communities for 20 years. Student participants from these communities are referred by past students and stakeholders. TUB uses social media for outreach and marketing: Facebook, Instagram, cohort websites, e -blast and "word of mouth." TUB is a member of the Equity and Advocacy Collective with members connected to a wealth of partners and members that provide student and family referrals. Tub works with schools PTSA's, scouting groups, local churches, community organizations, local newspapers and college alumni groups. 10 EXHIBIT B RULES AND REGULATIONS 1. The entrance, lobbies, passages, corridors, elevators, and stairways shall not be encumbered or obstructed by Tenant, Tenants agents, servants, employees, licenses, and visitors, nor be used by them for any purpose other than for ingress and egress to and from the Premises. The moving in or out of all safes, freight, and furniture or bulky matter of any description must take place during the hours which Landlord may determine from time to time. Landlord reserves the right to inspect all freight and bulky matter to be brought into the building and exclude from building all freight and bulky matter which violates any of these Rules and Regulations or the Lease of which these Rules and Regulations are a part. 2. No additional locks or bolts of any kind shall be placed upon any of the doors or windows by Tenant, nor shall any changes be made in existing locks or the mechanism thereof without prior written consent of the Landlord. Tenant must, upon the termination of its tenancy, restore to Landlord all keys of offices and toilet rooms either furnished to or otherwise procured by Tenant; and in the event of the loss of any keys so furnished; Tenant shall pay to Landlord the cost thereof. 3. Canvassing, soliciting and peddling in the building or on the lot are prohibited, and Tenant shall cooperate to prevent same. 4. Tenant shall have the right to install within the Premises, at its sole expense, such a sign or signs as may be reasonable and appropriate under the circumstances. All such signs shall be located within the glass line of the building and in accordance with all applicable zoning codes, building codes and related rules, regulations and ordinances. Tenant shall put in an installation for Landlords approval. Landlord's approval of any sign will not be unreasonably withheld or delayed. 5. Tenant shall have reasonable access to the elevators within the building for the purpose of transporting furniture to the Premises; provided such use shall not be permitted to interfere with normal and usual use of the elevators by other tenants and their visitors. Tenant shall be responsible for any damage done to the elevators or other areas of the building in connection with transportation of said products and shall promptly repair any damage caused thereto. 6. All garbage and refuse shall be deposited in the kind of container specified by Landlord, and shall be placed outside the Premises prepared for collection in the manner and at the times and places specified by Landlord and in accordance with all governmental regulations. If Landlord shall provide or designate a service for picking up refuse and garbage, Tenant shall use same at tenant cost. 7. No radio or television aerial or other similar devices shall be installed without first obtaining in each instance Landlord's consent in writing. No aerial shall be erected on the roof of the building or any exterior walls of the Premises, or on the grounds, without in each instance, the written consent of Landlord. Any aerial so installed without Landlord's written consent may be removed by Landlord at any time and Landlord shall not be liable to Tenant for such removal including any damage to property caused during the removal. 8. Tenant and its employees shall park their cars in those portions of the parking areas designated by Landlord. 9. The plumbing facilities shall not be used for any other purpose than that for which they are constructed, and no foreign substance of any kind shall be thrown therein, and the expenses of any breakage, stoppage, or damage resulting from a violation of this provisions shall be borne by Tenant, who shall, or whose employees, agents or invitees shall have caused same. UVA-LUL:1V. I L 34Ub4 Current Mailing Address: 717 OPA-LOCKA BLVD OPA-LOCKA, FL 33054 US FEI Number: 65-1094606 Name and Address of Current Registered Agent: RUSSELL, JANNIE L 717 OPA-LOCKA BLVD OPA-LOCKA, FL 33054 US Certificate of Status Desired: Yes The above named entity submits this statement for the purpose of changing its registered office or registered agent, or both, In the State of Florida. SIGNATURE: Electronic Signature of Registered Agent OfficerlDirector Detail : Title SECRETARY, TREASURER Name SHARPE, SHANTAY Address 717 OPA-LOCKA BLVD City -State -Zip: OPA-LOCKA FL 33054 Title Name Address City -State -Zip: DIRECTOR HENDERSON, ARMEN 717 OPA-LOCKA BLVO OPA-LOCKA FL 33054 Title Name Address City -State -Zip: Title Name Address City -State -Zip: CHAIRMAN CLARK, ANDRIANA 717 OPA-LOCKA BLVD OPA-LOCKA FL 33054 DIRECTOR LOVELL-BURNE1T, FIOLINA 717 OPA-LOCKA BLVD OPA-LOCKA Ft- 33054 Date I hereby certify that the Information Indicated on this report or suppkmentar depart is true and accurate and that my elecbonk signature shall have me same legal rifled es rf made waver oath; that t am en officer or director of the corporation or the receiver or trustee empowered to exeaae this report es required by Chapter 617, Fbride Statutes: and that my name eppeem above, or on en attachment with Mother like empowered. SIGNATURE: SHANTAY SHARPE BOARD SECRETARY 04/21/2021 Electronic Signature of Signing OfficerfDlrector Detail Date ........... .... .......................o. O. a.. HINF I..,....yt..al ..n.., ,tire mUu...ure.ts. MOYRCY IrrUVrewrrls tow enoorWU. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certlflcate does not confer rights to the certificate holder In Ileu of such endorsernsnt(s). PRODUCER CONTACT NAME: Joseph Insurance Group 3600 S. State Rd 7 Ste. 9 Miramar, FL 33023 Phone (954) 367-6005 INSURED Teen Upward Bound 717 OPA LOCKA BLVD OPA LOCKA Fax (954) 981-0144 FL 33054 A�Ex* (954) 367-6005 R: meraosephinsurancegroup.com INSURERS) AFFORDING COVERAGE INSURER A: GIC UNDERWRITERS , INC INSURER B: FAX Nol: (954) 981-0144 NMC s NISURER C : INSURER D INSURER E INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CIAIMS. INSR LTR TYPE OF 1118NRANCE ADDL6UBR RIgR YYVO POLICY NUMBER POUCY EFF (MMIDDIYYYY) POLICY EXP (MOJDOIYYYYi UNITS A E% COMMERCIAL GENERAL umtsrrY ll CLAIMS -MADE OCCUR © Abuse and Molestation NPP1597061 07/2712020 07!27/2021 EACH OCCURRENCE S 1,000,000.00 DAMAGE TO RENTED PREMISES Maccaxrencei $ MEo EXP (Anyone person $ 5,000.00 51 Hired & Non -awned Auto PERSONAL & ADV INJURY $ 1,000,000.00 GEN'L AGGREGATE UMTAPPLES PER: ❑ POLICY MI ! c • LOC GENERAL AGGREGATE $ 2,000,000.00 PRODUCTS - COMP/OP AGG $ n OTHER Professional E&O $ AUTOMOBILE UABRrtY ❑ ANY AUTO SCFIE011LE0 C] Ali OS OS ONLY ❑ AUTOS ❑ HIRED . NON -OWNED ONLY OMSME! i41NOLE LIMIT $ BODILY INJURY (Per person) S BODILY INJURY (Per accident) $ (PROecdi end) AGE Ppprr ao0occlMdee $ ONLY 0 0AUTOS $ • UMBREU.A UM IIII OCCUR • EXCESS LAB ❑ q_AMs. ADE EACH OCCURRENCE $ AGGREGATE $ ❑ OED ❑ RETENTIONS $ WORKERBCOMPENSATION AND EMPLOYERS' LIAB$UTY Y l N ANY PROPRIETORIPARTNERIEXE OFFICER/MEMBER EXCLUDED? P11 A ❑ PERATUTE ❑ ER E.L. EACH ACCIDENT $ EL DISEASE - EA EMPLOYE $ In it yek describe under DESCRIPTION OF OPERATIONS blow El. DISEASE -POLICY LIMIT y DESCRIPTION OF OPERATIONS 1 LOCATIONS/ VEHICLES (Attach ACORD 101, Addttlonal Remarks Schedule, If moss space is required) Location : 215 N Perviz avenue opa locks, FL 33054 is covered on the same policy and insured with the same Coverages from Insurer A. CERTIFICATE HOLDER CANCELLATION The City Of Opa Locke 780 Fisherman Street Opa Locke, FL 33054 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORQEO REPRESENTATNE ACORD 25 (2016103) OF ®1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD If SUBROGATION IS WAIVED. subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER Automatic Data Processing Insurance Agency, Inc. 1 Adp Boulevard Roseland NJ 07088 cotrraNAME: Automatic Data Processing Insurance Agency, Inc. PHONE mak 1-800-524-7024 tFAX Not ADDRESS: INSURER(8) AFFORDING COVERAGE NAIL O INIIURER A , Associated Industries lostance Company, Inc. 23140 INSURED TEEN UPWARD BOUND, INC. 717 Opa.Lodca Blvd., Opa Locke FL 33054 INSURER B: INSURER C : INSURER D: INSURER E: INSURER F : ERTIFICATE NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LI BAR TYPE OF INSURANCE ffil5O MIDRAIR POLICY NUMBER MIDOPOLIC/YYY17 IMINDDraTh LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S CLAIMS -MADE OCCUR DAMAL,E TO Fit -N 1 tD PREMISES (Ea occurrent* S MED EXP (Any one person) S PERSONAL & ADV INJURY $ OENL AGOREGGATE POLICY OTHER LIMIT APPLIES PER: JCCT [1 LOC GENERAL AGGREGATE S PRODUCTS-COMP/OP AGO i i AUTOMOBILE LIABIU ANY AUTO OWNED Y — — _ AUTOSSCHEMED NON OWNED AUTOS ONLY (EaCOMBINED SINGLE LIMIT $ a00ILY INJURY (Per person) S BODILY INJURY (Per accident) S PROPERTY DAMAGE (Per accident) S S UMBRELLA LIAR EXCESS UAB _ OCCUR CLAIMS -MADE EACH OCCURRENCE S AGGREGATE S DED RETENTION S S A WORKERS COMPENSATION A„D EMPLOYER, LIABILITY ANY PROPRIETORIPARTNER/EXECUTIVE OFFICERi1lEMBEREXCLUDED] (Yaodp$ory1nNH) him, describe wider DESCRIPTION OF OPERATIONS beim Y! N Y NIA N AWC1166829 05/29/2021 05/29/2022 \/l PER OTH- , \ STATUTE ER EL EACH ACCIDENT $ 500,000 EL DISEASE - EA EMPLOYEE $ 500,000 EL IvsF&RE - POLICY uMIT S x,000 DESCRIPTION OF OPERATIONS 1 LOCATIONS / VEHICLES (ACORD 101. Additional Remarks Schedule, may be attached If more *patois nequlrad) CERTIFICATE HOLDER CANCELLATION The City of Opa Locke 480 Fisherman Street Opa I FL 33054 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POUCY PROVISIONS. AUTHORIZED REPRESENTATIVE —1( )il-)k..,_ ACORD 25 (2016103) ®1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are reglstered marks of ACORD Local Business Tax Receipt Miami -Dade County, State of Florida —THIS IS NOT A BILL — DO NOT PAY 6779863 BUSINESS NAME/LOCATION TEEN UP WARD BOUND INC 717 OPA LOCKA BLVD OPA LOCKA, FL 33054 OWNER TEEN UP WARD BOUND INC C/O JANNIE RUSSELL MIAMI DE RECEIPT NO. RENEWAL 7053465 LBT, EXPIRES SEPTEMBER 30, 2021 Must be displayed at place of business Pursuant to County Code Chapter 8A — Art. 9 & 10 SEC. TYPE OF BUSINESS 173 NON-PROFIT CHAR / REL/EDUC C11MD1858 PAYMENT RECEIVED BY TAX COLLECTOR 0.00 10/22/2020 FPPU08-21-000438 This Local Business Tax Receipt only confirms payment of the Local Business Tax. The Receipt is not a license, permit or a certification of the holder's qualifications, to do business. Holder must comply with any governmental or nongovernmental regulatory laws and requirements which apply to the business. The RECEIPT NO. above must be displayed on all commercial vehicles — Miami —Dade Code Sec 8a-276. For more information, visit www.miamidade.gov/taxcollector