HomeMy Public PortalAbout2004 Agreement.tifRESOLUTION NO. 2004-47
A RESOLUTION OF THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA, APPROVING
LICENSE AGREEMENT FOR THE USE OF CHANNEL 17
FOR EDUCATIONAL PROGRAMMING PURPOSES
BETWEEN THE VILLAGE OF KEY BISCAYNE AND KEY
BISCAYNE COMMUNITY TELEVISION, INC.;
AUTHORIZING THE VILLAGE MANAGER TO EXECUTE
THE AGREEMENT ON BEHALF OF THE VILLAGE;
AUTHORIZING IMPLEMENTATION; PROVIDING AN
EFFECTIVE DATE.
WHEREAS, on November 14, 2001, the Village of Key Biscayne (the `Village") entered into
a Cable Television License Agreement with Adelphia Cable Communications (the "Cable License
Agreement"); and
WHEREAS, pursuant to the terms of the Cable License Agreement, the Village was granted
the use of certain cable channels for public, educational and governmental use; and
WHEREAS, on January 13, 2004, the Village passed Resolution No. 2004-3 adopting
policies for public, educational and governmental access television (the "Policies") and set aside and
reserved cable channel 17 ("Channel 17") for future educational programming only; and
WHEREAS, Section 2.2 of the Policies authorizes the Village Council to enter into an
agreement or arrangement with a not -for-profit community television entity or governmental agency
for the purpose of providing educational programming; and
WHEREAS, Key Biscayne Community Television, Inc., a not -for-profit Florida corporation
(the "Licensee"), desires to enter into a license agreement with the Village (the "Agreement") for the
use of Channel 17 for educational programming purposes only; and
WHEREAS, the Village Council has determined that licensing the use of Channel 17 to
Licensee for educational programming purposes only, in accordance with the terms and requirements
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LICENSE AGREEMENT
This is a License Agreement (this "Agreement") dated as of October 15, 2004, between
the VILLAGE OF KEY BISCAYNE, a Florida municipal corporation (the "Village"), and KEY
BISCAYNE COMMUNITY TELEVISION, INCORPORATED, a not -for-profit Florida
corporation ("Licensee").
RECITALS
A. On November 14, 2001, the Village entered into a Cable Television License
Agreement with Adelphia Cable Communications (the "Village License Agreement");
B. Pursuant to the terms of the Village License Agreement, Adelphia has made
certain cable channels available to the Village for public, educational and governmental use;
C. On January 13, 2004, the Village passed Resolution No. 2004-3 adopting policies
for public, educational and governmental access television ("Resolution No. 2004-3") and set
aside and reserved cable channel 17 ("Channel 17") for future educational programming only;
and
D. Licensee desires to enter into a license agreement with the Village for the use of
Channel 17 for educational purposes and the Village has agreed to license the use of Channel 17
to Licensee for educational purposes only (and not for use as a public or governmental access
channel) upon the terms and conditions set forth in this Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants set forth herein
and other good and valuable consideration, the Village and Licensee agree as follows:
1. Recitals. The above Recitals are true and correct and are incorporated herein by
reference.
2. License. The Village hereby grants to Licensee an exclusive license to use and
operate Channel 17 and to cablecast educational programming on Channel 17, subject to and in
accordance with the terms and conditions of this Agreement.
3. Conditions of the License.
3.1 Licensee shall operate Channel 17 solely and exclusively for educational
programming ("Educational Programming"). Such Educational
Programming shall be principally and primarily aimed to serve the
children of Key Biscayne under the age of eighteen (the "Village Youth").
For example, such Educational Programming may consist of news shows,
history shows, art and culture shows, children's live theatre performances,
children's animated educational television programs, and other
educational programming.
3.2 Licensee shall produce its own original Educational Programs (the
"Original Licensee Programming") for cablecasting on Channel 17. Of
the total Educational Programming to be cablecasted by Licensee on
Channel 17 in accordance with the terms of this Agreement, annually at
least 25% of the Educational Programming shall consist of Original
Licensee Programming.
3.3 Licensee shall cablecast Educational Programming in accordance with the
terms of this Agreement on Channel 17 for at least an average of (i) three
(3) hours per day from October 16, 2004 through December 31, 2005 of
the Initial Term (hereinafter defined) and (ii) twelve (12) hours per day
during the second and third years of the Initial Term and during any
Renewal Terms.
3.4 Licensee may also cablecast other educational programs ("Other
Educational Programming") in partnership with or produced solely by
other educational sources located within the United States. Such sources
may include, without limitation, local or national educational institutions
and non-profit organizations with educational curricula and/or missions,
including, without limitation, the Miami -Dade County School Board, the
University of Miami, WLRN, Miami -Dade County Community College,
all universities or educational institutions within the United States and
other educational access center programming.
3.5 Licensee shall provide regularly scheduled organized classes, training,
instruction and outreach activities to the Village Youth on at least a
weekly basis during the term of this Agreement for the purposes of (i)
educating the Village Youth in the techniques of broadcasting,
cablecasting, and television, video and media production and
programming and (ii) to enable the Village Youth to use communication
tools to effectively convey their message.
3.6 Licensee shall actively promote the use and benefit of Channel 17 and
facilities to the Village Youth.
3.7 Licensee shall operate and administer Channel 17 in compliance with all
applicable federal, state and local laws, rules and regulations and in
compliance with the terms of the Village License Agreement and the
Miami -Dade County Cable Ordinance, Chapter 8AA, Article I, as they
may be amended from time to time.
4. Representations and Warranties. Licensee warrants and represents to the Village
that, at all times during the term of this Agreement, it shall maintain in good standing all required
licenses, approvals and certifications required under federal, state and local laws necessary to
perform its obligations under this Agreement.
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5. Indemnification. Licensee shall indemnify, defend, and hold harmless the
Village, its individual council members, administrative officials, representatives, agents,
employees and volunteers from and against any and all claims (including, without limitation,
claims for libel, slander, invasions of privacy, or infringement of common law or statutory
copyright), suits, actions, causes of action, losses, damages, or liabilities of any kind, nature or
description, including, without limitation, payment of litigation costs and attorneys' fees, brought
by any person or persons for any loss, damage or injury to persons, property or any other interest
arising, directly or indirectly, from any of the following: (i) any alleged acts or omission of
Licensee, its officers, employees, agents or subcontractors arising out of or resulting from
Licensee's performance or violation of this Agreement, (ii) Licensee's failure to comply with
any applicable laws, rules, regulations or other requirements of local, state or federal authorities,
or (iii) Licensee's use and operation of Channel 17, including, without limitation, the equipment
and facilities used in the operation thereof.
6. Copyright Clearance. Before cablecasting video transmissions, Licensee shall
require all producers and users to warrant in writing that they have obtained all necessary
ownership rights, clearances, and licenses, and made all other necessary arrangements with every
interested party (whether broadcast stations, cable or satellite television stations, networks,
sponsors, music licensing organizations, copyright holders, and, without limitation, any and all
other persons necessary for lawful transmission of submitted material). Licensee shall maintain
copies of all such agreements for inspection by the Village.
7. 501(c)(3) Corporation. Licensee shall maintain its tax exempt organization status
under the Internal Revenue Code at all times during the term of this Agreement and shall not
engage in any activities inconsistent with its tax exempt status.
8. Insurance. Licensee shall maintain the following insurance coverages in full force
and effect at all times during the term of this Agreement:
A. Comprehensive Liability Insurance. Comprehensive liability insurance,
including protective, completed operations and broad form contractual liability, property
damage and personal injury coverage, and comprehensive automobile liability including
owned, hired and non -owned automobile coverage. The limits of such coverage shall be
at least: (1) bodily injury including death, $1,000,000 for each person, each occurrence
and in the aggregate; (2) property damage, $1,000,000 for each occurrence and in the
aggregate.
B. Cablecaster's Errors and Omission Insurance. Insurance shall be
maintained to cover the content of productions which are cablecast on Channel 17 in, at
minimum, the following areas: libel and slander; copyright or trademark infringement;
infliction of emotional distress, invasion of privacy, plagiarism; and misuse of musical or
literary materials. The limits of such coverage shall be at least $1,000,000 for each
occurrence and in the aggregate.
C. Village as Additional Insured. The Village shall be named as additional
insured on all of the insurance coverages required by this Agreement. The policies shall
provide that no cancellation, material change in coverage or expiration may be affected
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by the insurance company or Licensee without first giving the Village thirty (30) days
written notice prior to the effective date of such cancellation or change in coverage. Any
insurance or self-insurance maintained by the Village, its officers, agents, employees, or
volunteers shall be in excess of Licensee's insurance and shall not contribute to it.
D. Notification of Coverage. Licensee shall file with the Village proof of
insurance coverage annually.
9. Non -Discrimination in Employment and Service.
A. Licensee shall not discriminate against any person, employee or applicant
for employment or subcontractor on the basis of race, color, creed, religion, sex, sexual
preference, marital status, ancestry, national origin or physical or mental handicap.
B. Licensee shall not discriminate in the delivery of services on the basis on
race, color, creed, religion, sex, sexual preference, marital status, ancestry, national origin
or physical or mental handicap.
10. No Joint Venture. The relationship of the Village herein and Licensee is not
intended to create, nor shall it in any event or under any circumstance be construed as creating, a
partnership, joint venture or other relationship of any nature whatsoever between the Village and
Licensee other than as licensor and licensee. If in the performance of this Agreement any third
persons are employed by Licensee, such persons shall be entirely and exclusively under the
control, direction and supervision of Licensee.
11. Assignment. Neither this Agreement nor any interest herein shall be assigned or
transferred by Licensee, except as expressly authorized in writing by Village.
12. Annual Report. Prior to March 31 of each year, Licensee shall submit to Village
an annual report for the preceding year (January 1 December 31). This report shall contain, at
a minimum, the following information:
A. Statistics on programming and services provided;
B. Current and complete listing of Licensee's Board of Directors;
C. Year-end financial statements; and
D. Such other information as may be requested by the Village.
13. Records, Fiscal Audit.
A. Licensee shall maintain all necessary books and records, in accordance
with generally accepted accounting principles.
B. Upon request from the Village, Licensee shall, at any time during normal
business hours, make available all of its records with respect to all matters covered by
this Agreement. All books and records of Licensee shall be made available to the public
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as if such books and records were deemed to be public records under the provisions of
Chapter 119 of the Florida Statutes
14. Equipment and Facilities. Licensee shall pay Adelphia for the cost of installation
of fiber optic cable and lasers in order to provide transmission to and from Adelphia's head end
cable facility to Licencee's offices located at 800 Crandon Boulevard, Suite 208, Key Biscayne,
Florida (the "Access Center"). Licensee shall provide regular maintenance and repair of all
video equipment and other equipment owned or used by Licensee in the operation of Channel 17.
15. Prohibition Against Contingent Fees. Licensee warrants that it has not employed or
retained any company or person to solicit or secure this Agreement except for legal counsel retained
by Licensee. Licensee further warrants that it has not paid or agreed to pay any person(s), company,
corporation, individual or firm, any fee, commission, percentage, gift, or any other consideration,
contingent upon or resulting from the award or making of this Agreement or the license granted
herein.
16. No Personal Gain. Except for the Space Lease (hereinafter defined), no director,
officer, member or employee of Licensee or any of their respective family members or relatives
or any entity affiliated with any such person (each a "Licensee Entity or Individual") shall use
Channel 17 or enter into any contracts or other financial arrangements or agreements with
Licensee, either directly or indirectly, for their pecuniary benefit or which would inure to their
personal gain or profit. The Village acknowledges and agrees that the Licensee may enter into a
space lease for Suite 208 (as that suite exists on the date of this Agreement or as it may be
expanded) at 800 Crandon Boulevard, Key Biscayne, Florida, for operation of Channel 17 with a
Licensee Entity or Individual (the "Space Lease"). The Space Lease shall be at no more than
prevailing market rental rates for similar space located in the Village of Key Biscayne, Florida
17. Special Needs. Licensee shall reasonably accommodate the special needs of
individuals with disabilities in accordance with the provisions of the Americans with Disabilities
Act.
18. Change in Channel Position. Licensee acknowledges and agrees that the channel
position of Channel 17 may be changed to another channel by the Village if required by
Adelphia in accordance with the terms of the Village License Agreement, as said agreement may
be amended or renewed.
19. No Commercial or Political Programming. Licensee may only transmit non-
commercial Educational Programming over Channel 17. Licensee shall not carry any
commercial programming, political programming or advertising for for-profit entities or political
candidates or programming determined to be obscene on Channel 17; provided, however, the
foregoing is not intended to preclude indirect political content contained in any Educational
Programs. Without limitation to the foregoing, Licensee shall not carry any programming with
respect to political issues or matters coming before the Village Council.
20. Term of Agreement. The initial term of this Agreement shall be for three (3)
years and seventy-seven days commencing on October 15, 2004 and ending on December 31,
2007, unless terminated earlier as provided for in this Agreement (the "Initial Term"). The term
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of the Agreement may only be extended on an annual basis (each such extension hereinafter
referred to as a "Renewal Term") upon the written approval of the Village Council.
21. Termination of Agreement. The Village shall have the right to immediately
terminate this Agreement and revoke the license granted to Licensee pursuant to the terms
hereof, without prior notice, upon the occurrence of any of the following events (an "Event of
Default"): (i) any breach or default by Licensee of any of the terms, covenants or provisions of
this Agreement; (ii) Licensee's malfeasance, misfeasance or misappropriation of public funds, or
(iii) if Licensee files a petition or consent or answer seeking relief under any state or federal
bankruptcy law or if a court of competent jurisdiction enters a decree or order for relief with
respect to Licensee under any state or federal bankruptcy law. The foregoing right of
termination of this Agreement and revocation of the license granted herein shall be in addition to,
and shall not preclude the Village from, availing itself of all rights and remedies which may be
available to it at law, in equity or otherwise upon the occurrence of an Event of Default by
Licensee hereunder.
22. Venue. The parties agree that the venue of any litigation arising in connection
with this Agreement shall be in Miami -Dade County, Florida.
23. Counterparts. This Agreement may be executed in separate counterparts. It shall
be fully executed when each party whose signature is required has signed at least one counterpart
even though no one counterpart contains the signatures of all the parties to this Agreement.
Facsimile copies shall be deemed originals.
24. Time. Time is of the essence in this Agreement and for the performance of all
covenants and conditions of this Agreement.
25. Applicable Law. This Agreement shall be interpreted and enforced under the
laws of this State of Florida.
26. Entire Agreement. The parties hereby agree that this Agreement is the entire
agreement between the parties. This Agreement cannot be amended or modified without the
express written consent of the parties.
27. Waiver. The failure of either party to this Agreement to object to or to take
affirmative action with respect to any conduct of the other which is in violation of the terms of
this Agreement shall not be construed as a waiver of the violation or breach, or of any future
violation, breach or wrongful conduct.
28. Notices. Unless otherwise provided herein, all notices or other communications
hereunder shall be in writing and shall be deemed to have been received (i) when delivered
personally by hand to the recipient or when transmitted by facsimile to the recipient (with
telephonic confirmation by the sender to the recipient), or (ii) one business day after mailing by
recognized overnight courier to the parties at the following addresses:
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If to Licensee:
Key Biscayne Community Television, Inc.
800 Crandon Boulevard, Suite 208
Key Biscayne, Florida 33149
Attention: Manuel Cambo, Chairman
Facsimile No.: (305) 361-2228
If to the Village:
Village of Key Biscayne
88 West McIntyre Street
Key Biscayne, Florida 33149
Attention: Jacqueline Menendez, Village Manager
Facsimile No.: (305) 365-8936
with a copy to:
Village Attorney
Weiss Serota Helfman Pastoriza Guedes Cole & Boniske, P.A.
2665 South Bayshore Drive
Suite 420
Miami, Florida 33133
Attention: Stephen J. Helfman, Esq.
Facsimile No.: (305) 854-2323
29. Construction. The parties acknowledge that this Agreement is the result of
mutual negotiation. Accordingly, this Agreement shall not be construed against the party
preparing and drafting it, but shall be construed as if both parties jointly prepared and drafted it.
Any uncertainty or ambiguity shall not be interpreted against either party by virtue of such
party's actual role in the preparation and drafting hereof.
30. Effective Date. The effective date of this Agreement shall be the date when the
last one of the Licensor and Licensee has executed and delivered this Agreement.
31. Guaranty. In order to induce Licensor to enter into this Agreement, each member
of the Board of Directors of Licensee (each a "Guarantor"), hereby personally guarantees to the
Village the performance of all of the obligations and duties of Licensee under this Agreement as
if each such Guarantor had executed this Agreement as licensee hereunder. Licensee hereby
represents and warrants to the Village that the following persons constitute all of the members of
the Board of Directors of Licensee: Manuel Cambo, Joe Kiene, Bill Durham and Norman Smith.
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IN WITNESS WHEREOF, the Village and Licensee have caused this Agreement to be
executed, as of the day and year first above written.
Witnesses: LICENSEE:
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KEY B ' 1 A E COMMUNITY
TE a , �N INCORPORATED,
a n • � j . • fit lorida corporation
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By:
Name:
Title:
Date:
Date:
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MA EL CAMBO
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Approved as to legal form
and sufficiency:
Village Attorney
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F \100\103001\Cable Channel\Agreement\clean 10-6-04 doc
L.S.
NORMAN SMITH
Date: II 0 tif-
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VILLAGE:
VILLAGE OF KEY B'ISCAYNE, a Florida
municipal corporation
eline Menende
er
9/0
9
SPACES UNLIMITED, INC.
800 CRANDON BLVD
KEY BISCAYNE, FL 33149
•
PGA
A.4c to COMMERCIAL LEASE
R.ao-04 ���
ThLs lease is made between .:,GP4L_ 5 (i,i,/4/ in/ % Al / (�
of %/tom (/%' 'r —td X11 ',1</t y r,�/ly4i/
rercln called Lessor, an /r' r e '� y of
ki =y /�/ sc,� N� C C�L>'�OG ,c/% I Y j,�-�-��4-�/ i
5v f E✓ herein calk
Lessee hereby offers to lease from Lessor the premises situated in the City of CCty ,/,',r ytiirc
-p IiL , County of State of f -----Z__ as
5 c-,- 5 VA) iV
i-/13I /nr j) % cp__. , upon the following TERMS and CONDITIONS
Term and Rent. Lessor demises the above premises for t of , t/ • years, commencing lC'�7
(yes), and terminating on V, 1�
0(,, a%j-1I1 l %�(Q ,t_le C -E t �)��zyk; y�41, `,
sooner provided herein at the annual rem of
/3T' r in Dollars ($ payable in equal installments in advance on trio
flrSL day of each month for that montfs's re during the term of this lease, All rental itif rrierits shall be made to
Lessor, at the address specified above,, 0 /04)y_," -''' 0 f /10g. A-1 9( /7,9 7'F;-
2 Use Lessee- shall use and occupy the premises for 7" 7-4-7_11-/-7, 1)//--3/ � Q>& The premises
s^all be used for no other purpose, Lessor represents that e premises may lawfully be used for such purpose
3 Care and Maintenance of Premises. Lessee acknowledges that the premises &rein good order and repair, unless
incjwise indicated herein. Lessee shall, at his own expense and at all times, maintain the premises in good and safe
concision, including plate glass, electrical wiring, plumbing and heating installations and any other system or equip
rent upon the premises and shall surrender the same, at termination hereof, in as good condition as recclvrc, norms
wear and tear excepted. Lessee shall be responsible for all repairs required, excepting the roof, exterior walls sir.,c
a foundations, and:
, h,on snail
oe maintained by Lessor. Lessee shall also maintain in good condition such portions adjacent to the prem.ses, such
as sicewaiks, driveways, lawns and shrubbery, which would otherwise be required to be maintained by Lessor
4 Alterations. Lessee shall not, without first obtaining the written consent of Lessor, make any al'erat,ens add
ors or improvements, in, to or about the premises.
Ordinances and Statutes, Lessee shall comply with all statutes, ordinances and requirements of all mrn,clpal
s,a'e arc feceral authonties now in force, or which may hereafter be in force, pertaining to the premises, occas,oncc
or or affecting the use thereof by Lessee,
e Assignment and Subletting, Lessee shall not assign this lease or sublet any portion of the premises without pnor
.rrtten consent of the Lessor, which shall not be unreasonably withheld, Any such assignment or subletting wltnout
consent shall be void and, at the option of the Lessor, may terminate this lease. •
Utllldes. Ail applications and connections for necessary utility services on the demised premises shall be made
n ;he name of Lessee only, and Lessee shall be solely liable for utility charges as they become due, including those
tor sewer, water, gas, electricity, and tetephone services. `
8 Entry and Inspection. Lessee shall permit Lessor or Lessor's agents to enter upon the prem.ses at reasonao',c
t.nnes and upon reasonable notice, for the purpose of inspecting the same, and will permit Lessor at any time within
sixty (60) days pnor to the expiration of this lease, to place upon the premises any usual "To Let" or "For Lease'
s gns, and permit persons desinng to lease the same to Inspect the premises thereafter,
3 Possession. If Lessor Is unable to deliver possession of the premises at the commencement hereof, Lessor shall
nc, be liable for any damage caused thereby, nor shall this lease be void or voidable, but Lessee snail not be liabic
or any rent until possession is delivered, Lessee may terminate this lease if possession is not dcl,rered wiin,n
days of tie commencement of the term hereof,
lndcmnIncatlon of Lessor, Lessor shall not be liable for any damage or injury to Lessee., or any otner person,
cr .o any property, occurring on the demised premises or any part thereof, and Lessee agrees to held Lessor harmless
c r any claims for damages, no matter how caused.
, II Insurance. Lessee, at his expense, shall maintain plate glass and public liability Insurance including bod.,,
..ry and property damage insuring Lessee and Lessor with minimum coverage as follows,
._cssee shall provide Lessor with a Certificate of Insurance showing Lessor as additional insured The Certificale
shall provide for a ten-day wntten notice to Lessor in the event of cancellation or matenal change of coverage To
maximum extent permitted by insurance policies which may be owned by Lessor or Lessee, Lessee and Lessor,
'.;r ,re benefit of each other, waive any and all nghts of subrogation which might otherwise exist
c n: 20.17 E Z Lcpi Forms, Inc Rcr f.CC
rt,, ooa r.a corut.tutc trio rcndcnna or lcral adv,cc a aw.' cca. Tlrt product ii Inlcnded nor Informauonil uae only and ,s not I s„osu,r�c Ycr iciu
SJ ia�s vary w chime an tnorncy on all k( ,1 rtuncn T a product tlralx prcpa cd by a par c I ccnsc-0 w prac w Ia W ,n N.s ru.c
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i uo it i,uiiaui. 11 111C premises or any part tnereot or any estate therein, or any other pan of tile LGIldmg Mule
nally affecting Lessee's use of the premises, shall be taken by eminent domain, this lease shall terminate on the date
wnen title vests pursuant to such taking The rent, and any additional rent, shall be apportioned as of the termination
aa.e, and any rent paid for any period beyond that date shall be repaid to Lessee Lessee shall not be entitled to a-,
of the award for such taking or any payment in lieu thereof, but Lessee may file a claim foi any .ax.ng o', r,x
es and improvements owned by Lessee, and for moving expenses
13 Destruction of Premises. In the event of a partial destruction of the premises dunng the term nereof, t'o'n ail;
cause Lessor shall forthwith repair the same, provided that such repairs can be made within sixty (60) days under ezui
rig governmental laws and regulations, but such partial destruction shall not terminate this lease, except urat Lessee shall
be entitled to a proportionate reduction of rent while such repairs are being made, based upon the extent to wn,ch lire
--,axing of s,:ch repairs shall interfere with the business of Lessee on the premises If such repairs cannot be mace war
,a,d sixty (60) days, Lessor, at his option, may make the same within a reasonable time, this lease con',nwrlg in efte.
r ore rent proportionately abated as aforesaid, and in the event that Lessor shall not elect to make anon repairs wr, r
_.:,not be made within sixty (60) days, this lease may be terminated at the option of either pally in me ever, tnai ,hie
icing in which the demised premises may be situated is destroyed to an extent of not less than one-third of re
reclacemeni cons thereof, Lessor may elect to terminate this lease whether the demised premises be ,n,n,rcd or not a
al destruction of the building in which the premises may be situated shall terminate this lease
.4, Lessor's Remedies on Default. If Lessee defaults in the payment of rent, or any additional rent or cefat is in
're performance of any of the otner covenants or cond eons hereof, Lessor may give Lessee notice of soon cefa.r
and f Lessee does not cure any such default within days, after the giving of sucn notice to soon Ott cr
ieianl is of such natur that it cannot be completely tired within such penod, if Lessee does not commences o�
rig w tnin socr ur days and thereafter proceed with rea onable diltgepce and in good faith io care soon
default), then Lessor ma terminate this lease on norless than t,)
days' notice to Lessee On
one date specified in such notice the term of this lease shall termin and Lessee shall then quit and surrender ire
premises to Lessor, but Lessee shall remain liable as hereinafter provided If this lease shall have been so termina •
cc by Lessor, Lessor may at any time thereafter resume possession of the premises by any lawful means arc rem —e
-�ssce or ether occupants and their effects No failure to enforce any term shall be deemed a wa ver
15 Security Deposit Lessee shall deposit with Lessor on the signing of tus lease th sum of
se.a.n 5 for the performano of Lessee's obligations under this lease, including without limitation the sarrendet of
,possession of the premises to Lessor as herein provided If Lessor apphes any part of the deposit to c..re any ocfa.:
.,r Lessee, Lessee shall on demand deposit with Lessor the amount so applied so that Lessor shall rare he tul eeoos,i
pc rand at all times dunng the term of this lease
le Tax Increase. In the event there is any increase during any year of the term of this lease in the City, County
S;a'e ,eaJ estate taxes over and above the amount of such taxes assessed for the tax year dunng which the term of to s
case commences, whether becausee Qy i creased rate or valuation, Lessee shall pay to Lessor upon presentation or
pad tax bills an amount equal to A/ 'T % of the increase in taxes upon the land and building in which ,he leasec
premises are situated In the event th t such taxes are assessed for a tax year extending beyond the tens of tie Ieare
c obligation of Lessee shall be proportionate to the portion of the lease term included in such year
Common Area Expenses In the event the demised premises are situated in a shopping center on r a conitr'er
a ou,lding it which there are co on areas, Lessee agrees to pay his pro -rata share of main enance taxes 2ne
s .ranee for the common area
.8 Attorney's Fees. in case suit shbuld be brought for recovery of the premises, or for any sum one hereunder or
_.ccause of any act which may arise out of the possession of the premises, by either party, the prevailing pan} sha I
be entitled to all costs incurred in connection with such action, including a reasonable attorney's `cc
:9 Waiver No failure of Lessor to enforce any term hereof shall be deemed to be a waiver
20 tionces Any notice which either party may or is required to give, shall be given by ma..ng the ,an -,c p.ysrage pre
?a d o Lessee a: the premises, or Lessor at the address specified above, or at such other places as ma be its gnaict 'c
ne parses from ,ime to time
21 'Heirs, Assigns, Successors, This lease is binding upon and inures to the benefit of the heirs assigns and at ,
cessors in interest to the parties
22 Option to Renew. Provided that Lessee is not in default in the performance of this lease Lessee shall have ire
option to renew the lease for an additional term of? ,QSul s commencing at e expiration of the mnitaa: case
-- c -- All of the terms and conditions of the lease shill th
l apply during the renewal term except mat me motion,; rcr
s -a i tx the sam of S ��xy� L �j/� UG��C� y� j�,� The option shall be exercised by written notice g .en
o _essor not less than days prior to the expiration of the snit al lease term
l ct ce '.s not given in the manner provided herein within the time specified, this option shall expire
23 Subordination. This lease is and shall be subordinated to all existing and future liens and encurnorances aga rs
he property
:.i Radon Gas Disclosure. As required b law, (Landlord) (Seller) akes the follow; g disclosure ' R con Gas"
naturally occv rig radioaenve gas that, wh tt has accumulated in building us suffi 'ent quannr.es, m presen.
-ea to rsrs to p{ s who are exposed to it ove me Levels of radon tha exceed federal an tare guidelines 0, se been
d in buildings in Additi nal information regard' radon and radon sung may be o aineo
'-cm your county public health unit
25 Entire Agreement. The foregoing constitutes the entire agreement between the p es and may be modifies only
o. a writing signed by both parties The following Exhibits, if any, have been ade part of this lease before :ne
ar-,es' ext . hereof
(2/ day of //-v J6/
AiCO UNLI TED, INC.
800 CAANDON 8LVp
Lessor By r
!.e see
October 31, 2002
SPACES UNLIMITED, INC.
800 CRANDON BLVD.
KEY BISCAYNE, FL 33149
FAX : 305 361-2138 TEL : 305 361-2118
ADDEDUM LEASE # 140-10/R140-04/ 3/23/02
1 -ALL FPL MONTHLY BILL WILL BE PRORATED AMONG ALL OFFICES
TENANTS, INC UDING ANY OTHER UTILITIES AND MAINTENANCE OF THE
BUILDING. ,12(11"
2- APPLICABLE SALES TAX I p tie
r re/q44)/7/417°'J
3- NO INTEREST WOULD BE PAY IN ANY OF SECURITY DEPOSITS PM
4- ANY LATE PAYMENT RECEIVED AFTER THE 10`h OF THE MONTH WILL
HAVE A $ 50.00 LATE CHARGE FOR THE FIRST MONTH, THEREAFTER
ADDITIONAL $ 100.00 WOULD BE CHARGE EVERY MONTH UNTIL FULLY
PAID.
5- ANY BREACH OF THIS ADDENDUM OR ANY SECTION OF THIS LEASE, IT
IS THE LANDLORD OPTION TO CANCELL THIS LEASE.
6- NONE OF THE TENANTS OR THERE GUESTS ARE ALLOWED TO PARK IN
FRONT OF ANY RETAIL STORES. PARKING FOR THE OFFICES ARE
AVAILABLE FACING CRANDON BLVD.
VIOLATION OF THIS CLAUSE WILL REDERED THIS LEASE NULL AND VOID
AND THEIR CAR WILL BE TOWED AT OWNERS EXPENSES.
7- NONE OF DEPOSITS WILL BE REFUNDED DUE TO A IOLATION OF THIS
ADDENDUM OR EARLY TERMINATION OF LEASE.. {j /4 -
DATE :
go/ c3
TENANT / HUAI., K))Y //c/9-Y,t E 0-0 '/% /��� U/ S/ two /.A-1 -
CORPORATION 1 "PIE- /617Z0 r ��% y
c/42/4"T/��
SPACES UNLIMITED, INC. (Landlord)
SPACES UMLAUTED, INC.
800 CRANDON BLVD
KEY BISCAYNE, FL 33149
Spaces Unlimited, Inc.
Addendum #2
, 200v,
SPACES UNUMITED, INC.
800 CRANDON BLVD
KEY B 8C/1YNE, FL 33149
PooY �✓a acknowledge receiving one'office entrance key for
Suite # l' ' plus one additional key for building entrance located at 800 Crandon
Boulevard, Key Biscayne, and Florida 33149.
Keys must be returned to Landlord upon Lease expiration date. In case of loss, a 550 00
charge will be required per key.
it will be the responsibility of the Tenant to secure and lock the exit door when leaving
the premises after hours. Elevator service will be in use from 8:30 a m to -7-$0 p m
Monday thru Saturday and Sunday from 9:30 a.m. to 1:00 p.m. 6- 00