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HomeMy Public PortalAbout1997 Office Space Lease.tifTHIRD AMENDMENT TO LEASE AGREEMENT THIS THIRD AMENDMENT TO LEASE AGREEMENT (the "Amendment") is made and entered into as of this I sT day of 0 Cr aloft' , 1997, by and between ST NTRUST BANK, MIANH, N.A., a Florida corporation ("Landlord"), whose address for the purpose of this amendment is 95 W. McIntyre Street, Key Biscayne, Florida 33149 and THE VILLAGE OF KEY BISCAYNE, a Florida municipal corporation ("Tenant"), whose address for the purpose of this Amendment is 85 W. McIntyre Street, Key Biscayne, Florida 33149. RECTI'ALS: Landlord and Tenantentered into that certain Lease Agreement commencing on approximately April 1, 1992 (the "Lease") with regard to the lease of the Leased Premises (as defined in the Lease) from Landlord to Tenant. Landlord and Tenant entered into a First Amendment To Lease Agreement commencing on the 1st day of July,1995 (the "First Amendment To The Lease") with regard to the lease of Leased Premises (as defined in the Lease) from Landlord to Tenant. Landlord and Tenant entered into a Second Amendment To Lease Agreement commencing on the 4th day of December, 1996 (the "Second Amendment To The Lease") with regard to the lease of Leased Premises (as defined in the Lease) from Landlord to Tenant. Landlord and Tenant desire to amend the Lease in order to include certain additional premises as part of the Leased Premises (which additional premises shall be subject to the terms and conditions of the Lease), subject to the provisions of this Second Amendment as set forth below. NOW, THEREFORE, in consideration of the premises and the mutual promises and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. RECITALS: Landlord and Tenant acknowledge and agree that the above Recitals are true and correct and are incorporated herein by this reference. 2. DEFINED TERMS: All defined terms not defined in this Amendment shall have the meanings ascribed to them in the Lease. 3. AMENDMENT CONTROLS: In the event of any conflict between this Amendment and the Lease, the parties agree that the provisions of this Amendment shall control. 4. 1111. LEASE: All references in this amendment and in the Lease to 'This Lease" shall include this Amendment. 5. ESTOPPEL: The Lease is a sole agreement pertaining to Tenant's use and occupancy of the Leased Premises and has not been previously modified or amended. Neither party has given a notice of default under the Lease to the other party. Neither party is in default in the performance of any of its obligations under the Lease, nor do any circumstances exist which, with the giving of notice or the passage oftime, would ripen into a default under the Lease. 6. LEASED PREMISES: 6.1 The Leased Premises as defined in Section 1.1 of the Lease and in Section 6.1 of the First Amendment To The Lease and in Section 6.1 of the Second Amendment To The Lease, are amended to include certain additional premises (the "Additional Leased Premises") as more particularly described as follows: a suite of offices located on the second floor of 91 West McIntyre Street comprising of approximately 940 square feet of Net Rentable Area as shown on the Floor Plan of the Additional Leased Premises attached to and made a part of this Second Amendment as "Exhibit A". Landlord shall deliver possession of the Additional Leased Premises to Tenant immediately. It is understood that the premises will be delivered in clean condition with no improvements. Improvements are for the account of the Tenant after written proposal and approval by Landlord. The Additional Leased Prenuses shall be subject to all terms and conditions of the lease, including, but not limited to, the lease Term and Extension Terms. All references in the Lease Agreement to the Leased Premises or Premises gall include the Additional Leased Premises. 6.2 Landlord shall have no obligation to prepare the Additional Leased Premises for Tenants use and occupancy. 7. RENT: Beginning August 8, 1997, the monthly rent for the demised premises, not including the suite of offices on the second floor described in Section 6.1 above, was $6,848.19 per month. Upon occupancy of the suite of offices on the second floor described in Section 6.1 above, the monthly rent will be increased by $1,200 per month (940 square feet X 15.32 per square feet per year - 12 months), for and adjusted rent of $8048.19 per month. 8. TERM: The Tenant and Landlord mutually agree to extend the term of the lease for the entire demised premises, including the suite of offices described in section 6.1 above, to October 1, 1998. 9. LEASE PROVISIONS: Except as may be modified in this Amendment, all terms and conditions of the lease are ratified, confirmed and remain in full force and effect. IN WITNESS WHEREOF, LANDLORD and TENANT have signed, sealed and delivered the Amendment in multiple copies, all of which constitute one Lease, at Dade County, Florida, as of the I sr day of 0 c -T y v , 1997. WITNESSES: Name: ,g2, e a o Name: LANDLORD: SUNTRUST BANK MIAMI, N.A. A Florida Corporation Robert okes, SVP TENANT: VILLAGE OF KEY BISCAYNE, a Florida Munici i al corporation By: Name: i a p . ' Samuel Kissinger/ "liege Manager Village of Key Biscayne, Florida, Resolution No. 97-43, Adopted August 26, 1997 HaAlww „ 2-,9 „TT -,2T „0T -,ET „9 ,6 „S-,9 „-fr ,21 ,bT „t' ,OT c Ir-Tb re- RESOLUTION 97-43 A RESOLUTION OF THE VILLAGE OF KEY BISCAYNE, FLORIDA; AUTHORIZING THE VILLAGE MANAGER TO EXECUTE THE ATTACHED THIRD AMENDMENT TO LEASE AGREEMENT, ON BEHALF OF THE VILLAGE, WITH SUNTRUST BANK, MIAMI, N.A., FLORIDA, FOR INCLUSION OF ADDITIONAL LEASED PREMISES AT 85 WEST MCINTYRE STREET, KEY BISCAYNE, FLORIDA; PROVIDING FOR AN EFFECTIVE DATE. BE IT RESOLVED BY THE VILLAGE COUNCIL OF KEY BISCAYNE AS FOLLOWS: WHEREAS, the Board of Trustees of the Village of Key Biscayne adopted Resolution 91-5 authorizing the Mayor to execute a lease agreement with the Key Biscayne Bank and Trust Company; WHEREAS, Resolution 95-21 and 96-35 were adopted authorizing additional space for the administrative offices; WHEREAS, the SunTrust Bank (formerly Key Biscayne Bank & trust Company) has agreed to rent 940 sq. ft. of additional space at a monthly charge of $1,200; Section 1. That the Village Manager is hereby authorized to execute the attached third amendment to lease agreement, on behalf of the Village, with SunTrust Bank, Miami, N.A., Florida for inclusion of additional leased premises at 85 West McIntyre Street, Key Biscayne, Florida. Section 2. This resolution shall take effect immediately upon adoption. PASSED AND ADOP I'ED this 26th day of Augj , 1997. CONCHITA H. ALVAREZ, VILLAGE CLERK APPROVED AS TO FORM AND LEGAL SUFFICIENCY: RICH J. WEISS, VILLAGE ATTORNEY RESOLUTION NO. 96-35 A RESOLUTION OF THE VILLAGE OF KEY BISCAYNE, FLORIDA; AUTHORIZING THE VILLAGE MANAGER TO EXECUTE THE ATTACHED SECOND AMENDMENT TO LEASE AGREEMENT, ON BEHALF OF THE VILLAGE, WITH SUNTRUST BANK, MIAMI, N.A., FLORIDA, FOR INCLUSION OF ADDITIONAL LEASED PREMISES AT 85 WEST MCINTYRE STREET, KEYBISCAYNE, FLORIDA; PROVIDING FOR AN EFFECTIVE DATE. BE IT RESOLVED BY THE VILLAGE COUNCIL OF KEY BISCAYNE AS FOLLOWS: Section 1. That the Village Manager is hereby authorized to execute the attached second amendment to lease agreement, on behalf of the Village, with SunTrust Bank, Miami, N.A., Florida, for inclusion of additional leased premises at 85 West McIntyre Street, Key Biscayne, Florida. Section 2. This resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 14th day of November , 1996. 1//difid CONCHITA H. ALVAREZ, VILLAGE CLERK APPROVED AS TO FORM AND LEGAL SUFFICIENCY: RICHARD J. WEISS, VILLAGE ATTORNEY SunTrust Bank, Miami, N.A. 3737 N.W. 87th Avenue Miami, FL 33178-2416 TS (305) 591-6344 Fax (305) 591-6160 SUNTRUST December 12, 1996 C. Samuel Kissinger Village Manager VILLAGE OF KEY BISCAYNE 85 West McIntyre Street Key Biscayne, Florida 33149 Roger P. Lowe Executive Vice President Dear Samuel: Enclosed please find executed document of the Second Amendment to Lease Agreement between SunTrust Bank, Miami, N.A. and the Village of Key Biscayne for your files. Should you have any additional questions on the above, please call me at 591-6344. Sincerely, IC -C ;4itu g- Roger F. Lowe U SECOND AMENDMENT TO LEASE AGREEMENT THIS SECOND AMENDMENT TO LEASE AGREEMENT (the "Amendment") is made and entered into as of this 4 `day of ®ate between SUNTRUST BANK, MIAMI — 1996, by and ("Landlord") N•P., a Florida corporation W. McIntyre Street, Key Biscayr ne, the of this Ad mendment is95 KEY BISCAYNE, a Florida municipal Florida ("Tenant"), VILLAGE se address for the purpose of this Amendment is 85 W. Tenant ), whose Key Biscayne, Florida 33149. McIntyre Street, RECITAL S: Landlord and Tenant entered into that certain Lease Agreement commencing on approximately April 1, 1992 (the "Lease") with regard to the lease of the Leased Premises (as defined in the Lease) from Landlord to Tenant. Landlord and Tenant entered into a First Amendment To Lease Agreement commencing on the 1st .day of July, 1995 (the "First Amendment To The Lease") with regard to the lease of the Leased Premises (as defined in the Lease) from Landlord to Tenant. Landlord and Tenant desire to amend the Lease in order to include certain additional premixes as part of the Leased Premises (which additional premises shall be subject to the terms and conditions of the Lease), subject to the provisions of this Second Amendment as set forth below. NOW, THEREFORE, in consideration of the premises and the mutual promises and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. RECITALS- Landlord and Tenant acknowledge and agree that the above Recitals are true and correct and are incorporated herein by this reference. 2. DEFINED TERMS- All defined terms not defined in this Amendment shall have the meanings ascribed to them in the Lease. 3. AMENDMENT CONTROLS: In the event of any conflict between this Amendment and the Lease, the parties agree that the provisions of -this Amendment shall control. 4. THE LEASE- All references in this Amendment and in the Lease to "this Lease" shall include this Amendment. 5. ESTOPPEL: The Lease is a sole agreement pertaining to Tenant's use and occupancy of the Leased Premises and has not been previously modified or amended. Neither party has given a notice of default under the Lease to the other party. Neither party is in default in the performance of any of its obligations under the Lease, not do any circumstances exist which, with the giving of notice or the passage of time, would ripen into a default under the Lease. 6. LEASED PREMISES. 6.1 The Leased Premises as defined in Section 1.1 Lease and in Section 6.1 of the First Amendment To The Lease, amended to include certain of the LeasLeased Premises") additional (the are ed Pr room ) as hmore particularly premises as follows: "Additional conference second floor of the follows: a Floor Plan of the square feet of Net Rentable Area lasnshown ong theAdditional Leased Premises attached to a part of this Second Amendment as " Exhibit A". deliver possession and made deliver of the Additional Leased Premises �to d Tenant all terms immediately. The Additional Leased Premises shall be subject a to and conditions of the Lease, including, but not limited to, the lease Term and Extension Terms. All references in Lease Agreement to the Leased Premises or Premises shall include the Additional Leased Premises. the 6.2 Landlord shall have no o igation to Additional Leased Premi es for Tenants use and occupancy. prepare the 7. RENT: Beginning July 1, 1996, the monthly rent for the demised premises, not including the conference room as described in Section 6.1 above, was $6,216.28 per month. Upon occupancy of the conference room space described in Section 6.1 above, rent will be increased by $423.54 per month (468 the monthly uare feet X $1D 866p9r square foot per year - 12 months), foran adjusted rent $ 82 per month. 8. TERM: The Tenant and Landlord mutually agree to extend the term of the Lease for the entire demise premises, including the conference room described in Section 6.1 above, to June 30, 1998. 9. LEASE PROVISIONS: Except as may be modified in this Amendment, all terms and conditions of the lease are ratified, confirmed and remain in full force and effect. This Instrument Prepared By: Stephen J. Helfman, Esq. Weiss Serota & Helfman, P.A. 2665 South Bayshore Drive Suite 204 Miami, Florida 33133 Telephone: (305) 854-0800 MEMORANDUM OF LEASE AGREEMENT KNOW ALL ME BY THESE PRESENTS that Key Biscayne Bank and Trust Company, a Florida corporation, whose mailing address is 95 West McIntyre Street, Key Biscayne, Florida 33149, as "Landlord," and The Village of Key Biscayne, a Florida municipal corporation, whose mailing address is 85 West McIntyre Street, Key Biscayne, Florida 33149, as "Tenant," entered into an Office Building Lease (the "Lease") for a term of three (3) years commencing on approximately April 1, 1992, which Lease grants Tenant the option to extend the Lease for an additional two (2) year period, covering the real property located at 85 West McIntyre Street, Key Biscayne, FL 33149 (the "Property") situated, lying and being in Dade County, Florida, as more particularly described in Exhibit "A" attached hereto and made a part hereof, All persons to whom these -presents may come are put upon notice of the existence of the Lease, which has been executed and is binding upon the parties. IN WITNESS WHEREOF, the parties have caused this instrument to be executed on this ('} day of ►." Guy , 1993. LANDLORD: Signed, sealed and delivered in the presence of: KEY BISCAYNE BANK AND TRUST COMPANY, a Florida corporation Print Name: 4s lrra /'e7t�d.t...P' Print Name: C amuel Kissinger TENANT: VILLAGE OF KEY BISCAYNE, a Florida m icipal corporation By: Print N STATE OF FLORIDA ) )SS COUNTY OF DADE ) �,� The foregoing instrument was acknAwledge befor me this day of R9 , 1993, by !Sol7ERT 1, DROO.l!e S as FR e ctd era T / of Key Biscayne Bank and Trust Company, a Florida corporation, on behalf of said corporation,F how is is personally known to me or who has produced 9a1Y cYir L!d identification and who did take an oath.. [SEAL] NOTARY PUBLIC, STATE O I,ORIDA Typed or printed name: �( A.in6E /'7aACtiy OFFICIAL NOTARY SEAL AIMEE MOP.EY Seri SSlltilafflgiOII� NO. CCISSSSS5IDA MY COMMSSION EXP. APR. 12,1906 STATE OF FLORIDA ) )SS COUNTY OF DADE ) The foregoing instrument was acknowledged before me this is llth day of May. , 1993 by Mayor Rafael Conte Village of Key Biscayne, a Florida municipal corporation, who is personally known to me or who has produced personally known to me as identification and who did take an oath. [SEAL] NOTARY PUBLIC, STATE OF FLORIDA Typed or printed name: G�=wVc -. \t3 ^ Sbt Serial Number, if any EXHIBIT "A" The Property consists of approximately 3462± square legallyt f the improvements located on a portion of the property described as follows: The South 238.50 feet of Tract 7. as treasured at right angles to the Southerly Boundary of Tract 7, "Matheson Estate", according to the Plat thereof, as recorded in Plat Bonk 46 at Page 86. of the Public Records of Dade County, Florida. AND Begin at the SE corner of Tract 9 of a Subdivision of a Portion of.Matheson Estate according to the plat thereof as recorded in Plat Book 46 at Page 86 of the Public Records of Dade County, Florida: thence run due East along the South boundary line of Tract 7 of the aforesaid plat of Matheson Estate according to the plat thereof as recorded in Plat Book 46 at Page; 86 of the Public Records of Dade County, Florida for a distance of 269.45 feet to a point; thence run due South along a line for a•distance of 105 feet to a point on the North right of way line of West McIntire Street as shown on the Plat of Tropical Isle Home Subdivision according to the plat thereof recorded in Plat Book 50 at Page 64 of the Public Records of Dade County; Florida and also being described in Deed Book 335a at Page 279 of the public records of Dade County, Florida; thence run due west along the North right of way line of the aforesaid West McIntire Street for a distance of 260.71 feet to the beginning of a tangential circular curve: thence run is a Northwesterly and Northerly direction along said circular curve having a radius of 25 feet thru a central angle of 100031'53" for an arc distance of 43:86 feet to a.point of compound curvature and a point of the Easterly right of way line of Fernwood Road as shown on the aforesaid plat of Tropical Isle Homes Subdivision; thence run in a Northeasterly direction along the Easterly right of way line of said FernwoodRoad and being a circular curve having a radius of 1666.37 feet thru a -central angle of 2=39'01" for an arc distance of 77,08 feet to the Point of Beginning IN WITNESS WHEREOF, LANDLORD and TENANT have signed, sealed and delivered this Amendment in multiple copies, all of which constitute one Lease, at Dade County, Florida, as of the 4' day of e , 1996. WINESSES: Name : MaCCp2S C i U�2A£ By: LANDLORD: SUNTRUST BANK, MIAMI, N.A. A Florida Corporation Roge F. Lowe, EVP TENANT: VILLAGE OF KEY BISCAYNE, a Florida Munici .1 corporation By: By: F. Festa, Mayor C. Samuel K, singer, Village g Manager Village of Key Biscayne, Florida, Resolution No. 96-36, Adopted November 14, 1996 SunTrust Bank, Miami, N.A. 3737 N.W. 87th Avenue Miami, FL 33178-2416 Tel (305) 591-6344 Fax (305) 591-6160 SUNTRUST November 7, 1996 Roger F. Lowe Executive Vice President Mr. C. Samuel Kissinger Village Manager Village of Key Biscayne 85 West McIntyre Street Key Biscayne, Florida 33149 Dear Mr. Kissinger: Enclosed you will find "Exhibit A" of the lease which contains a diagram of the second floor conference room space. If you have any questions, please do not hesitate to contact me at 591-6344. Sincerely, Roger F. Lowe xc: Lease Doctunent File EXHIBIT A ® SECOND FLOOR PLAN (EAST HALF) 1/4" 0 r) (T) 1 FIRST AMENDMENT TO LEASE AGREEMENT THIS FIRST AMENDMENT TO LEASE AGREEMENT (the "Amendment") is made and entered into as of the 1st day of July, 1995, by and between KEY BISCAYNE BANK AND TRUST COMPANY, a Florida corporation ("Landlord"), whose address for the purpose of this Amendment is 95 W. McIntyre Street, Key Biscayne, Florida 33149 and the VILLAGE OF KEY BISCAYNE, a Florida municipal corporation ("Tenant"), whose address for the purpose of this Amendment is 85 W. McIntyre Street, Key Biscayne, Florida 33149. RECITAL S: Landlord and Tenant entered into that certain Lease Agreement commencing on approximately April 1, 1992 (the "Lease") with regard to the lease of the Leased Premises (as defined in the Lease) from Landlord to Tenant. Landlord and Tenant desire to amend the Lease in order to include certain additional premises as part of the Leased Premises (which additional premises shall be subject to the terms and conditions of the Lease), subject to the provisions of this Amendment set forth below. NOW, THEREFORE, in consideration of the premises and the mutual promises and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. RECITALS: Landlord and Tenant acknowledge and agree that the above Recitals are true and correct and are incorporated herein by this reference. 2. DEFINED TERMS: All defined terms not defined in this Amendment shall have the meanings ascribed to them in the Lease. 3. AMENDMENT CONTROLS: In the event of any conflict between this Amendment and the Lease, the parties agree that the provisions of this Amendment shall control. 4. THE LEASE: All references in this Amendment and in the Lease to "this Lease" shall include this Amendment. 5. ESTOPPEL: The Lease is a sole agreement pertaining to Tenant's use and occupancy of the Leased Premises and has not been previously modified or amended. Neither party has given a notice of default under the Lease to the other party. Neither party is in default in the performance of any of its obligations under the Lease, nor do any circumstances exist which, with the giving of notice or the passage of time, would ripen'into a default under the Lease. 6. LEASED PREMISES: 6.1 The Leased Premises defined in Section 1.1 of the Lease are amended to include certain additional premises (the "Additional Leased Premises") as more particularly described as follows: a portion of the first floor of the of the Office Building, comprising 785+ square feet of Net Rentable Area (including an office, conference room and bathroom) as shown on the Floor Plan and Location Plan of the Additional Leased Premises attached to and made a part of this Amendment as Exhibit "A." Landlord shall deliver possession of the Additional Leased Premises to Tenant on July 1, 1995. The Additional Leased Premises shall be subject to all terms and conditions of the Lease, including, but not limited to, the Lease Term and Extension Term. All references in the Lease to the Leased Premises or Premises shall include the Additional Leased Premises. 6.2 Landlord shall have no obligation to prepare the Additional Leased Premises for Tenant's use and occupancy. 6.3 Landlord and Tenant acknowledge that the Additional Leased Premises are served by a separate air conditioning unit which is separately metered. 7. RENT: As consideration for the lease of the Additional Leased Premises by the Landlord to Tenant, commencing on July 1, 1995, each monthly installment of Rent payable pursuant to Section 3.of'the Lease is increased by One Thousand Six Hundred and 00/100 Dollars ($1,600.00) plus sales tax, tax on rents, and any other comparable charges imposed by governmental or regulatory authority, taxes and/or impositions now in existence or subsequently imposed based upon the privilege of renting the space leased under this Amendment or upon the amount of rent collected therefor. The amended total monthly installment of Rent is Five Thousand P ur Hundred ($5,488.86) for the (-! remainder of the current Lease Year, subject to adjpstment at the end of the applicable Lease Year pursuant to Sectioh 3.4.2 of the Lease. 8. PARKING: In addition to the parking spaces curre y provided pursuant to Section 18 of the Lease, Landlord shall provide Tenant with four additional parking spaces (two in the front of the Office Building and two in the rear of the Office Building) adjacent to the Additional Leased Premises. 9. LEASE PROVISIONS: Except as may be modified in this Amendment, all terms and conditions of the Lease are ratified, confirmed and remain in full force and effect. - 2 - IN WITNESS WHEREOF, LANDLORD and TENANT have signed, sealed and delivered this Amendment in multiple copies, all of which constitute one Lease, at Dade County, Florida, as of the 1st day of July, 1995. WITNES^ -ES: f -t— , KEY BISCAYNE BANK AND TRUST COMPANY, Name': _CS :c. A/4 /dioaf✓ a Florida corporation, Name : rr cs,4 s ,Pea&owr, Yo•elyn Gal LANDLORD: By: TENANT: [CORPORATE SEAL] 13xOo0 , r., President VILLAGE OF KEY BISCAYNE, a Florida no Gonez municipal corporation Name:'Guid. H. In•uanzo Jr." 103001/Amendment.f2 By: 3 F. Festa, Mayor AND TRUST COMPANY KEY BISCAYNE, FLORIDA 33149 (305) 361-9100 July 26, 1995 Mr. Jack Neustadt Village of Key Biscayne 86 West McIntyre Key Biscayne Fl 33149 Re: Rent Key Biscayne Bank Bldg Dear Jack: In connection with the proposed first amendment to our lease agreement with the Village of Key Biscayne we measured the space occupied on the second floor of the Key Biscayne Bank Building and need to adjust the monthly rent paid to include the Village Council Chamber Room with adjustment for CPI. This will increase the rent on the second floor space from $1,279.27 to $1,738.66 a $459.39 increase. Accordingly the space leased on the second floor is broken down as follows: Council Chambers - 681.37 sq.ft. Village Offices - 1296.26 sq.ft. Combined Space - 1977.63 sq.ft. Base Rent $10.00 x Adjusted for CPI Index 105.55 = $10.55 Annual Rent - 1977.63 sq.ft. + $10.55 = $20,864.00 (Monthly $1,738.66) We will bill this rent effective August 1, 1995. Should you need additional input for this adjuslinent please call. Very truly yours, Robert #*ookes President Lori rxr4--z-F=-i. E B-1TAL SECOND FLooR 1312 Si. fie ct. Cowl b; „ea 1 COM?A. ON Area, Co -b, be. �n+ttrLONWe tta pF F;c_o_ /1 +k 4 II )791Z 63M ,F- /0, 2,864 /,73S 04: xJ "flVLt-S2 /JOVE, `^.07 3nj . 45 oob a?bdSS nosN-cd:.] frC ✓ tr"-- 1C '71l- i'PA . 7 0 E dF'1z 11°1 -G • L 1 — 77:111-Nt—t71 _ _ � i on -i Q 1\1 fl e c, 15926P[0397 This Instrument Prepared By: Stephen J. Hellman, Esq. Weiss Serota & Helfman, P.A. 2665 South Bayshore Drive Suite 204 Miami, Florida 33133 Telephone: (305) 854-0800 93R259337 1993 ;i i 24. j4g53 MEMORANDUM OF LEASE AGREEMENT KNOW ALL ME BY THESE PRESENTS that Key Biscayne Bank and Trust Company, a Florida corporation, whose mailing address is 95 West McIntyre Street, Key Biscayne, Florida 33149, as "Landlord," and The Village of Key Biscayne, a Florida municipal corporation, whose mailing address is 85 West McIntyre Street, Key Biscayne, Florida 33149, as "Tenant," entered into an Office Building Lease (the "Lease") for a term of three (3) years commencing on approximately April 1, 1992, which Lease grants Tenant the option to extend the Lease for an additional two (2) year period, covering the real property located at 85 West McIntyre Street, Key Biscayne, FL 33149 (the "Property") situated, lying and being in Dade County, Florida, as more particularly described in Exhibit "A" attached hereto and made a part hereof. All persons to whom these presents may come are put upon notice of the existence of the Lease, which has been executed and is binding upon the parties. IN WITNESS WHEREOF, the parties have caused this instrument to be executed on this )3.— day of IN" 07 , 1993. LANDLORD: Signed, sealed and delivered in the presence of: KEY BISCAYNE BANK AND TRUST COMPANY, a Florida corporation Print Name: I�eb.�� 4 • fSnekes, ins+d+.a6 Kg:15926'C0398 TENANT: VILLAGE OF K Y BISCAYNE, a Florida il auni ipa corporation B LN Y� Print NamM4 Rafael r. x,6taair Print Name: C. amuel Kissinger STATE OF FLORIDA )SS COUNTY OF DADE The fore oing instrument was acknowledge before me this /914 day of 1993, by Rob a7 2, 9R ooFr t s as PAC.54 pie. of Key Biscayne Bank and Trust Company, a.., Florida corporation, on behalf of said corporation, who : -I personally known to me or who has produced PRO/wets Lrecersi t''' identification and who did take an oath.. u^•' `' SEAL] NOTARY PUBLIC, STATE OF Typed or printed name: JM�E %lv1t y OFFICIAL NOTARY SEAL AIMEE MOREY eri commI IFOiv NO. CCCi& RIDA MY COMMLSION EXP. PR.12,1996 STATE OF FLORIDA ) )SS COUNTY OF DADE ) The foregoing instrument was acknowledged before me this is 11th' day of May , 1993 by Mayor Rafael Conte Village of Key Biscayne, a Florida municipal corporation, who is 0:15926[ 10399 personally known to me or who has produced personally known to me identification and who did take an oath. [SEAL] NOTARY PUBLIC, STATE OF FLOR14 .£ Typed or printed name: (-;V rpe P. tNc cP.t3ZO,, Serial Number, if any Kg: 15526P[0400 Kg: EXHIBIT "A" The Property consists of approximately f the 3462+ rroperty let of the improvements located on a portion y described as follows: The south 238.50 feet of Tract 7, as measured at right angles to the Southerly Boundary of Tract 7. "Matheson Estate", according to the Flat thereof, as recorded in Plat Eok 46 at Page 86, of the Public Records of Dade County, Florida. AND Begin at the SE corner of Tract 9 of a Subdivision of a Portion of.Matheson Estate according to the plat thereof as recorded in Plat Book 46 at Page 86 of the Public Records of Dade County, Florida; thence run due East along the South boundary line of. Tract 7 of the aforesaid plat of Matheson Estate according to the plat thereof as recorded in Plat Book 46 at Page 86 of the Public Records of Dade County, Florida for a distance of 269.45 feet to a point; thence run due South along a line -for a -distance of 105 feet to a point on the North right of way line of West McIntire Street as shown on the Plat of Tropical Isle Home subdivision according to the plat thereof recorded in Plat Book 50 at Page 64 of the Public Records of Dade County,;' Florida and also being described in Deed Book 3358 at Page 279 of the public records of Dade County, Florida; thence run due west along the North right of way line of. the. aforesaid- West McIntire Street for a' distance of 260.71 feet to the beginning of a tangential circular curves thence run is a Northwesterly and Northerly direction along said circular curve having a radius of 25 feet thru a central angle of 100"31'53" for an arc distance of 43:96 feet to a,point of compound curvature and a paint of the Easterly right of way Line of Fernwood Road as shown on the aforesaid' plat of Tropical Isis Homes Subdivision; thence run in a Northeasterly direction along the Easterly right of way line of said Fernwood Road' and being a circular curve having a radius of 1666.3 feet ttru a central angle of 2e39'01" for an arc distance of 77,08 feet to the Point of Beginning. RECORDED IN OFF (C(A: RECORDS iC OF DADE COUNTY. FLORIDA. MOW VER(F(FD _ HARVEY RUVIN CLERK C/RCUR COutf OFFICE BUILDING LEASE This is a Lease Agreement (the "Lease") between Key Biscayne Bank and Trust Company, a Florida corporation ("Landlord"), whose address for the purpose of this Lease is 95 West McIntyre Street, Key Biscayne, Florida 33149 and the Village of Key Biscayne, a Florida municipal corporation ("Tenant"), whose address for the purpose of this Lease is 85 West McIntyre Street, Key Biscayne, Florida 33149. 1. LEASED PREMISES: 1.1 Subject to and upon the terms and conditions set forth in this Lease, and in consideration of the performance and observance by each party of the duties and obligations of the other under this Lease, Landlord leases, to Tenant and Tenant leases, from Landlord those certain premises (the "Premises" or "Leased Premises") in the office building (the "Office Building") which at date of this Lease is known as the Key Biscayne Bank and Trust Building more particularly described as follows: a portion of the first (1st) floor of the Office Building, comprising 1,312+ square feet of Net Rentable Area (defined below) as outlined in red on the floor plans of the Leased Premises attached to and made a part of this Lease as Exhibit "A." 1.2 The term "Net Rentable Area," as used in this Lease, refers to all space within the inside surface of the outer glass or finished column walls enclosing the tenant occupied portion of the floor and measured to the midpoint of the walls separating areas leased by or held for lease to other tenants or from areas devoted to corridors, elevator foyers, rest rooms, service areas and other similar facilities for the use of all tenants on the particular floor. 2. LEASE TERM: 2.1 This Lease shall be for a term of three (3) years (the "Lease Term" or "Term") to commence (the "Commencement Date") on the earlier of (a) thirty (30) days after the date (the "Notice Date") Landlord notifies Tenant that the Landlord's Work, as described in Section 5 and Subsection 2.2, has been substantially completed subject only to the punch list described in Subsection 2.3, and such work is in fact substantially completed which Commencement Date shall under no circumstances be later than March 1, 1992, or (b) the day Tenant opens for or begins operation of its business from the Leased Premises. The Lease Term shall end on the last day of the third Lease Year (defined below) unless sooner terminated or extended as provided in this Lease. "Lease Year" is a twelve calendar month period; provided, however, the first Lease Year shall begin on the Commencement Date and shall also include the first partial calendar month if the Commencement Date does not fall on the first day of a calendar month, even if the result is that the first Lease Year is more than twelve (12) full calendar months. Each subsequent Lease Year shall be twelve (12) full calendar months commencing with the first day of the calendar month following the last calendar month of the preceding Lease Year. If Landlord is unable to deliver the Leased Premises on or before March 1, 1992, then Tenant may, in its sole discretion, cancel this Lease. 2.2 Landlord's Work shall be deemed complete on the earliest date on which all of the following conditions have been met: 2.2.1 A certificate of occupancy or completion (temporary or final) has been issued by the appropriate governmental entity permitting Tenant's use of the Leased Premises for the purposes for which they have been leased; if a temporary certificate of occupancy is issued, Landlord shall be responsible for obtaining a permanent certificate of occupancy as soon as reasonably possible; 2.2.2 Landlord's Work in the Leased Premises has been substantially completed, subject to the punch list described in Subsection 2.3., the noncompletion of which does not materially interfere with Tenant's use of the Leased Premises or the conduct of normal business therein; 2.2.3 All means of access and all facilities necessary to Tenant's occupancy of the Leased Premises, including corridors, elevators and stairways and heating, ventilating, air- conditioning, sanitary water, and electrical lighting and power facilities, have been installed and are in good operating order and available to Tenant in accordance with Landlord's obligations under the Lease. 2.3 Within one (1) month of taking possession, Tenant shall furnish Landlord with a punch list(s) of defects in the Leased Premises and Landlord shall rectify such punch list items as promptly as practicable and, in any event, within thirty (30) days of Tenant's notice. In addition to the items set forth in the aforementioned lists, Tenant shall have the right to require Landlord to repair or complete additional items if such items are of such a nature which would not normally permit the defects to be discovered within the one (1) month punch list period, provided Tenant gives Landlord prompt notice after discovery of such items. Within a reasonable time after receiving Tenant's list(s), Landlord shall place all such items in condition reasonably satisfactory to Tenant. 2.4 Tenant shall have the right, at its option, to extend the Lease Term for all Leased Premises (including the Option Premises as defined in Section 26) for an additional two (2) year - 2 - period ("Extension Term"), following the expiration of the initial Lease Term, upon the terms specified in this Lease (other than the amount of annual Rent and with appropriate adjustments as to the term). Notice of Tenant's exercise of this option shall be in writing and delivered to Landlord at least ninety (90) days in advance of the expiration of the initial Lease Term. 2.5 Notwithstanding anything to the contrary, Tenant has the unconditional right to cancel this Lease after the second Lease Year by providing Landlord with 120 days prior written notice and the payment of $10,000.00. This figure shall be adjusted in the same manner as the Rent under Section 3.2 of this Lease. 3. RENT: 3.1 Tenant shall pay to Landlord as "Rent" for the Premises the annual rent of Twenty Nine Thousand Six Hundred and 00/100 Dollars ($29,600.00) payable in equal monthly installments of Two Thousand Four Hundred Sixty -Seven and 00/100 Dollars ($2,467.00), commencing six months after the Commencement Date. Tenant shall not be obligated to pay any Rent for the first six months of the first Lease Year. Said Rent shall be payable to Landlord at the address shown on page one of this Lease. Notwithstanding anything to the contrary in this Lease, the first monthly installment of Rent shall be reduced by $1,500.00. 3.2 The Rent has been calculated on the assumption that the cost of Landlord's improvements as set forth in Section 5 of this Lease is $25,000.00. In the event that upon completion of Landlord's improvements, the actual cost of the improvements exceeds $25,000.00, the equal monthly installments of Rent shall be increased in accordance with the following formula: Increase in = Actual cost of landlord's improvements - $25,000 monthly rent 30 Similarly, if the actual cost of Landlord's improvements is less than $25,000, then the equal monthly installments of Rent shall be reduced in accordance with the following formula: Decrease in = $25,000 - actual cost of landlord's improvements monthly rent 30 3.3 In addition to Rent, Tenant shall pay to Landlord each month a sum equal to any sales tax, tax on rents, and any other comparable charges imposed by governmental or regulatory authority, taxes and/or impositions now in existence or subsequently imposed based upon the privilege or renting the space leased under this Lease or upon the amount of rent collected therefor. 3.4 Commencing with the second Leased Year and each year - 3 - thereafter during the Lease Term, the annual Rent shall be adjusted, in accordance with changes in the "Price Index" as defined in this section. The Price Index shall mean the Consumer Price Index for "all items" shown on the "U.S. city average for urban wage earners and clerical workers (including single workers), all items, groups, subgroups and special groups of items" as promulgated by the Bureau of Labor Statistics of the U.S. Department of Labor, using the year 1967 as a base of 100. The annual Rent shall be adjusted in accordance with the following provisions: 3.4.1 the Price Index as of the last month of the first Lease Year shall be designated the Base Price Index; 3.4.2 the Price Index as of the first month of the second and subsequent Lease Years shall be designated the Comparison Price Index; 3.4.3 promptly after the end of the first Lease Year and at the end of each Lease Year thereafter, the annual Rent shall be adjusted by multiplying the original annual Rent by the fraction which has a numerator of the most recent Comparison Price Index, and has a denominator of the Base Price Index. Written as an equation, this computation is as follows: Original annual Rent X the most recent Comparison Price Index Base Price Index 3.5 In the event the Price Index referred to above ceases to incorporate a significant number of the items currently set forth in it, or if a substantial change is made in the method of establishing such Price Index, then the Price Index shall be adjusted to the figure that would have resulted had no change occurred in the manner of computing such Price Index. In the event that such Price Index (or a successor or substitute index) is not available, a reliable governmental or other nonpartisan publication evaluating the information previously used in determining the Price Index shall be used in lieu of the Price Index. 3.6 Notwithstanding anything to the contrary in this Lease, the adjustment to Rent under this Section 3.4 shall not exceed 5% in any one year. 4. TIME OF PAYMENT: Tenant agrees that Tenant shall promptly pay said Rent at the times and place stated above; that Tenant shall pay charges for work performed on order of Tenant, and any other charges that accrue under this Lease; that, if any part of said rents or above mentioned charges shall remain due and unpaid for ten (10) business days after written notice from Landlord to Tenant, Landlord shall have all rights and remedies available to it under this Lease, at law and in equity. - 4 - 5. LANDLORD IMPROVEMENTS AND SERVICES: 5.1 Landlord shall improve the Leased Premises, in accordance with internal design development drawings (the "Design Development Plans") consisting of (a) a partition plan; (b) demolition plan; (c) new work plan; (d) reflective ceiling plan; and (c) finish schedule; each of which shall be delivered to Landlord by Tenant within 10 days of the execution of this Lease. 5.2 Landlord shall furnish to the Premises water and electrical outlets adequate to serve Tenant's use and design as shown on the Design Development Plans. Should the Tenant need more or different than standard electrical circuits, such circuits must be approved by the Landlord. All electric current to the Premises should be separately metered and the payment for which shall be the responsibility of the Tenant. Failure by Landlord to any extent to furnish, or any stoppage of these defined services resulting from causes beyond the control of Landlord shall not render Landlord liable in any respect for damages to either person or property, nor work an abatement of Rent, nor relieve Tenant from fulfillment of any covenant or agreement hereof. The Premises are on the ground floor of the Office Building, the entrance of which is at 91 West McIntyre Street, Key Biscayne, Florida, and elevator service to the second floor will be available at all times. Other than outside lighted signs, Landlord shall furnish certain outside lighting in common with other Tenants which will be furnished at such times as is uniform for all Tenants. Landlord will maintain the sidewalk in front of the Premises and Office Building in the same manner which is maintained for all ground floor Tenants, including plantings and shrubbery. 6. REPAIR OF LEASED PREMISES: 6.1 Tenant will, at Tenant's own cost and expense, repair or replace any damage or injury done to the Office Building, or any part thereof, caused by Tenant or Tenant's agents, employees, invitees, or visitors. If Tenant fails to make such repairs or replacements promptly, Landlord may, at its option, make such repairs or replacements, and Tenant shall repay the cost thereof to Landlord on demand. Tenant will not commit or allow any waste or damage to be committed on any portion of the demised Premises, and shall, at the termination of the Lease, by lapse of time or otherwise, deliver up said Premises to Landlord in as good condition as at date of possession of Tenant, ordinary wear and tear and damage by fire or windstorm alone excepted, and upon such termination of lease Landlord shall have the right to re-enter and resume possession of the Premises. 7. INDEMNIFICATION: Tenant will indemnify and save harmless Landlord of and from any and all fines, suits, claims, demands, and actions of any kind by reason of any breach, - 5 - violation, or non-performance of any conditions hereof on the part of Tenant, its agents or employees. Tenant is, or will become familiar with the Premises, acknowledges that the same are received by Tenant in good state of repair, accepted by Tenant in the condition in which they are now or shall be when ready of occupancy. 8. DAMAGE OR DESTRUCTION: 8.1 In the event the Leased Premises shall be partially or wholly damaged or destroyed by fire or other cause during the Lease Term and such damage or destruction results in the Leased Premises being untenantable or unsuitable for its intended use, then Landlord shall have the right, but not the obligation, to render such Leased Premises tenantable by repairs within one hundred twenty (120) days therefrom. If Landlord so elects not to rebuild, after damage as described in the preceding sentence, then Tenant may elect that this Lease shall cease and come to an end as of the date of such damage or destruction and all Rent and Additional Rent owed up to the time of such damage or destruction shall be paid by Tenant. If Landlord elects not to rebuild, Tenant shall have the right to cancel this Lease within sixty (60) days from date of notice of such election or ninety (90) days from date of fire or casualty, whichever is later. Landlord shall given Tenant written notice of its decisions, estimates or elections under this Section 8.1 within thirty (30) days after any such damage or destruction. If the Lease Premises and Building are not rendered fully tenantable within one hundred twenty (120) days, then either Tenant or Landlord may terminate this Lease as of the date of the fire or casualty by written notice to Landlord or Tenant, respectively, given within one week of such 120 day period. 8.2 During any time that the Leased Premises are untenantable due to causes set forth in this Section 8.2, the Rent or a just and fair proportion of it shall be abated. If more than twenty-five percent (25%) of the Leased Premises are rendered untenantable by any of the events described in this Section 8.2, all of the Leased Premises shall be deemed untenantable and all Rent shall abate. Landlord shall, subject to rights of cancellation described in this Section 8.2, restore the Leased Premises and Office Building; full Rent shall recommence upon completion of restoration of the Leased Premises and Building. 9. EMINENT DOMAIN: If there shall be taken (including purchase in lieu of condemnation) during the Lease Term any part of the Leased Premises or Office Building, other than a part not interfering with maintenance, operation or use of the Leased Premises, Landlord or Tenant may elect, by giving notice to Tenant within ninety (90) days of the date of such taking, to terminate this Lease or to continue it in effect. If Landlord and Tenant elect to continue the Lease, the rent shall be reduced in the proportion of the area of the Leased Premises so taken to the - 6 - entire Leased Premises (or, in the event property outside the Leased Premises is taken, rent shall be equitably adjusted therefor) and Landlord shall repair any damage to the Leased Premises or Office Building resulting from such taking. If twenty- five percent (25%) or more of the Leased Premises is untenantable, as a result of such taking, then all of the Leased Premises shall be deemed untenantable. If all of the Leased Premises is taken by condemnation or eminent domain, this Lease shall terminate on the date of taking. All sums awarded (or agreed upon set forth in its notice, which date shall not be less than ten (10) nor more than sixty (60) days after the date of such notice; this Lease shall then terminate at noon of such cancellation date, unless all of such agreements shall have been duly tendered meanwhile, as if such cancellation date were the expiration date, and Landlord shall have no further obligation to Tenant hereunder except to return any monies previously paid by Tenant to Landlord under this Lease. 10. ASSIGNMENT AND SUBLETTING: 10.1 With the written consent of Landlord first obtained in each case, which consent may not be unreasonably withheld, Tenant may assign, transfer, or otherwise encumber or dispose of this Lease or sublease all or any part of the Leased Premises or permit all or any part of the Leased Premises to be occupied by other persons. Notwithstanding the foregoing, Tenant shall be absolutely prohibited from assigning, subletting or otherwise transferring this Lease to any bank or financial institution. 10.2 If Tenant desires to sublease all or part of the Leased Premises or to assign this Lease, or to grant occupancy rights to other than Tenant, Tenant shall submit to Landlord'a written request for the consent of Landlord to such subletting or assignment or occupancy. Landlord shall have the option within five (5) days of receipt of such notice to approve or disapprove the proposed subtenant or assignee or occupant, or such approval shall be deemed given. 11. DEFAULT: Landlord and Tenant agree that if Tenant shall fail to perform any of the material terms, provisions, covenants or conditions of this Lease on Tenant's part to be performed; then and in any such event, at the option of Landlord thirty (30) days after Landlord has given Tenant notice, in the manner provided in this Lease, of such act, condition or default, provided Tenant has not cured such act, condition or default within such thirty (30) days period or Tenant has begun and is diligently proceeding to cure such act, condition or default, Tenant agrees immediately then (a) to pay rent through the date Tenant vacates the Leased Premises, and (b) to quit and surrender said Leased Premises to Landlord. The remedies and options of Landlord described in this section shall not impair or affect Landlord's right to maintain summary proceedings of the recovery of the possession of the Leased Premises in all cases provided for by law. 12. LIEN FOR PAYMENT OF RENT: Landlord expressly waives its Landlord lien. 13. RIGHT OF ENTRY: Upon prior notice duly given by Landlord to Tenant, Landlord, or any of its agents, shall have the right to enter the Leased Premises during all reasonable hours to examine it or to make such repairs, additions or alterations as may be deemed necessary for the safety, comfort, or preservation of the Leased Premises, or of the Office Building, or to exhibit the Leased Premises at any time within one hundred eighty (180) days before the expiration of this Lease. Landlordshall use good efforts to interfere as little as possible with Tenant's business. 14. NOTICE: Any notice given Landlord as provided for in this Lease shall be in writing and sent to Landlord by hand delivery or overnight mail (or nationally recognized overnight delivery service) addressed to Landlord at the Premises. Any notice to be given Tenant under the terms of this Lease, unless stated otherwise in this Lease, shall be in writing and shall be sent by hand delivery or overnight mail (or nationally recognized overnight delivery service) or personally delivered to Village of Key Biscayne, 85 West McIntyre Street, Key Biscayne, Florida 33144, Attn: Village Manager; with a copy to: Weiss Serota & Heifman, P.A., 2665 So. Bayshore Dr., Suite 204, Miami, FL 33133. Either party, from time to time, by such notice, may specify another address to which subsequent notice shall' be sent or delivered. Notice, shall be deemed given on the date it is actually received or on the date receipt is refused. 15. ATTORNEYS' AND ACCOUNTANTS' FEES: In any litigation arising out of Tenant or Landlord defaults in the performance of any of the terms, provisions, covenants and conditions of this Lease and by reason of such default Landlord or Tenant employs the services of any attorney or accountant to enforce performance of the covenants, or to perform any service based upon defaults, then in any of said events the prevailing party shall be entitled to reasonable attorneys' (including paralegal and similar support personnel) and accountants' fees and all expenses and costs incurred by it pertaining to such matters (including costs and fees relating to any appeal) and in enforcement of any remedy. In the event of a settlement, each party shall bear its own expenses unless otherwise agreed in writing. 16. CONDITION OF PREMISES ON TERMINATION OF LEASE AND HOLDING OVER: Tenant agrees to surrender to Landlord, at the end of the Lease Term or upon the earlier termination of this Lease, whichever is sooner, the Leased Premises in as good condition as the Leased Premises were at the time Tenant first occupied the Office Building, ordinary wear and tear, and damage by fire or other casualty not caused by Tenant's negligence, excepted. 8 17. SIGNAGE: Landlord agrees to permit Tenant to install a wall sign or window sign at Tenant's expense at a location along the exterior frontage of the Leased Premises. Said sign shall comply with all applicable governmental regulations. Additionally, Landlord grants to Tenant the right at Tenants sole cost to install a pylon sign on the existing pole located within the planted area immediately in front of the Premises. Said sign shall comply with all applicable governmental regulations. 18. PARKING: Landlord shall provide Tenant with the nonexclusive use of 10 parking spaces and the exclusive use of 2 parking spaces. The exclusive spaces shall be at a cost of $15 per month per space. The spaces shall be appropriately marked For Tenants use; however, Landlord does not assume the responsibility to monitor, control or otherwise police the usage. Tenant shall be permitted to post No Parking/Towing signs on the exclusive spaces. 19. COMPLIANCE WITH CODES: Landlord shall be obligated as of the Commencement Date to bring the Office Building in to compliance with all Federal, State and local laws and regulations governing the use and occupancy of the Office Building with the express understanding that the Premises is to be used as a public building for municipal government. This obligation includes, but is not limited to, the requirement that the Office Building be retrofitted as needed to comply with all Federal, State and local codes, laws and regulations governing handicapped accessibility. 20. UTILITIES: The cost of electricity, telephone and other utility service as well as janitorial services, to the Premises. shall be the sole responsibility of the Tenant. Separate metering shall be provided by Landlord for each of these services, including air conditioning which will be provided through a system separate from the Office Building system. 21. INVALIDITY OF PROVISION: If any terms, provision, covenant or condition of this Lease or the application of it to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease or the application of such term, provision, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby and each term, provision, covenant or condition of this Lease shall be valid and enforceable to the fullest extent permitted by law. This Lease shall be construed in accordance with the laws of the State of Florida. The venue for any lawsuit arising out of this Lease shall be Dade County, Florida. 22. TIME OF ESSENCE: It is understood and agreed between the parties to this Lease that time is of the essence with respect to all the terms, provisions, covenants and conditions of this Lease. - 9 23. MISCELLANEOUS: The terms "Landlord" and "Tenant" as contained in this Lease shall include singular and plural, masculine, feminine and neuter, heirs, successors, executors, administrators, personal representatives and assigns, wherever the context so requires or admits. The terms, provisions, covenants and conditions of this Lease are expressed in the total language of this Lease Agreement. The section headings are inserted solely for the convenience of the reader and shall not be deemed to limit or expand any of the provision of this Lease. Any formally executed addendum to or modification of this Lease, shall be expressly deemed incorporated in this Lease by reference unless a contrary intention is clearly stated in such addendum or modification. 24. ENTIRE AGREEMENT: This Lease contains the entire agreement between the parties to this Lease and all previous negotiations leading to the execution of this Lease. This Lease may be modified only by an agreement in writing, signed and sealed by Landlord and Tenant. 25. BROKERAGE: Tenant and Landlord each represents and warrants to each other that it has dealt with no broker, agent, salesperson, finder or other person in connection with this transaction and that no broker, agent or other person brought about this transaction. 26. FORCE MAJEURE: Neither Landlord nor Tenant shall be required to perform any term, condition, or covenant in this Lease so long as its own respective performance is delayed or prevented by "Force Majeure," which shall mean labor controversies, strikes and lockouts (whether lawful or not) either industry -wide or with third parties other than Landlord and Tenant, respectively, acts of God, material or labor unavailability, inability to obtain fuel or power, catastrophes, national or local emergencies, restrictions by any governmental authority, civil riots, floods, and any other causes not reasonably within the control of Landlord or Tenant, as applicable, and which by the exercise of due diligence Landlord and Tenant, respectively, is unable, wholly or in part, to prevent or overcome. Lack of money shall not be deemed Force Majeure. 27. the other party setting forth provisions of Premises. SHORT FORM LEASE: ,Upon request by Landlord or Tenant, shall execute a short form lease in recordable form the name of the parties, the Lease Term, the this Lease and the description of the Leased 28. RELATIONSHIP OF PARTIES: Nothing contained in this Lease shall be deemed or construed by Landlord and/or Tenant or by any third party to create the relationship of principal and agent or of partnership or of joint venture or of any association whatsoever between Landlord and Tenant, it being expressly understood and agreed that neither the computation of rent nor any other provisions contained in this Lease nor any act or acts of Landlord - 10 - or Tenant shall be deemed to create any relationship between Landlord and Tenant other than the relationship of landlord and tenant. 29. EXPANSION SPACE: 29.1 Tenant shall have the right during the Initial Term (the "Option Right") to lease 2,150+ square feet of Net Rentable Area of space on the second floor of the Office Building as shown on Exhibit "B" (the "Option Premises"), on the following terms: 29.1.1 Tenant must give notice to Landlord of its intent to exercise the Option Right before February 1, 1992; 29.1.2 The leasing of the Option Premises shall commence on the day on which the Option Premises are delivered to Tenant with Landlord's buildout (in accordance with Section 29.1.5) substantially completed (the "Option Commencement Date"); 29.1.3 If Tenant exercises its Option Right, then, effective as of the Option Commencement Date, the Option Premises shall be included in the Net Rentable Area leased under this Lease, the terms "Leased Premises" and "Premises" used in this Lease shall include the "Option Premises"; and Tenant shall be entitled to additional nonexclusive parking spaces to maintain the same ratio of parking spaces to square feet of Net Rentable Area in the Leased Premises. The term for the Option Premises shall be the same as for the Leased Premises and all applicable provisions of this lease shall govern the Option Premises, including Landlord's obligation to comply with all codes and regulations as set forth in paragraph 19 as it relates to the Option Premises. 29.1.4 If Tenant exercises its Option Rights then the Option Premises shall be rent free until March 1, 1993. Subject to the CPI adjustments in Section 3, the Base Rent shall be $10.00 per square foot of Net Rentable Area for each Lease Year thereafter and shall be paid as provided in the Lease; 29.1.5 Landlord shall, at its cost, build out the Option Premises according to Landlord's then -standard work letter which shall not exceed $9.30 per square foot. In the event Tenant requests a buildout which exceeds $9.30 per square foot, Tenant shall be responsible for that additional cost. 29.2 If Tenant exercises its rights under this Section 29, then the Option Premises, as applicable, shall become a part of the Leased Premises, and all provisions of this Lease shall apply except those specifically modified in this Section 29, upon the completion of such Option Premises pursuant to the standards described in this Lease for the initial buildout. LANDLORD and TENANT have signed, sealed and delivered this Lease in multiple copies, all of which constitute but one Lease, at Dade County, Florida, as of the day and year first above written. p NO R CPUBLIC, STATE OF FLORIDA AT LARGE EXPIRES JULY 20; 1992 Sig? ETHRLI HUCKLEBERRY & ASSOCIATES stave/keybiscayne\kbBank3. les 103001 LANDLORD: KEY BISCAYNE BAN AND T:"U.3T CO., a Floridalc oration; _ By.��-� %0A,cet l.. 'reajt3,tj S.., Pt'esldent [ CORI?QAATZ' SES`i4 TENANT: VILLAGE OF KEY BISCAYNE, a Florida municipal corporation By: \10-1 " Rafael Conte, Mayor - 12 - .^ izSloc3fj 'CtoR oho ►. crcH CINIcive) or ctramicir w+a�� t int f . flags c/ G - Vr�.t rorS� : tiOltaaustr gelad;. Mg. h&,� nr , bitltrrr1'c-ry , C ,42') wm cimgc mamma tub 0c -ten,' c ) pazy. of a Gta 4 %t -Lt Ia assi cfl jG .= -try uZ �si��rul�i tnota Tkvur D PNRTV.E err INT L. 9EgT. _4 Tu= r6.. .n Of . —Jo Key G.u.y..c 8.,04 204 Fin. airs ;Aro ,i -fe es Ivor 6t$s.if - Fe' ot i=-o(_ 11 f( 1. •/It f 7 co 4 G° X�- w RESOLUTION NOAI-C)E. A RESOLUTION OF THE BOARD OF TRUSTEES OF THE VILLAGE OF KEY BISCAYNE APPROVING A LEASE WITH THE KEY BISCAYNE BANK BUILDING FOR OFFICE SPACE; AUTHORIZING THE MAYOR TO EXECUTE SAME ON BEHALF OF THE VILLAGE AND PROVIDING AN EFFECTIVE DATE. and WHEREAS, this Board of Trustees is in need of office space; WHEREAS, various proposals were submitted pertaining to possible locations; and WHEREAS, this Board has determined that the space in the Key Biscayne Bank Building and the terms offered with respect thereto are the most beneficial to the Village; NOW THEREFORE BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, AS FOLLOWS: Section 1. That the lease agreement, a copy of which is attached hereto and incorporated herein, is hereby approved. Section 2. The Mayor is hereby authorized to execute the lease in the form attached hereto. Section 3. Effective Date. This resolution shall become effective upon adoption. PASSED AND ADOPTED this day of November, 1991. Rafael Attest: Approved as to Legal Sufficiency: gtokA a &t.M.A.L.1 Village Attor leaaeres . Conte, Mayor p..C.9,--'fit *Lk kAchni -a L. r(2,,k,unom, OFFICE BUILDING LEASE This is a Lease Agreement (the "Lease") between Key Biscayne Bank and Trust Company, a Florida corporation ("Landlord"), whose address for the purpose of this Lease is 95 West McIntyre Street, Key Biscayne, Florida 33149 and the Village of Key Biscayne, a Florida municipal corporation ("Tenant"), whose address for the purpose of this Lease is 85 West McIntyre Street, Key Biscayne, Florida 33149. 1. LEASED PREMISES: 1.1 Subject to and upon the terms and conditions set forth in this Lease, and in consideration of the performance and observance by each party of the duties and obligations of the other under this Lease, Landlord leases, to Tenant and Tenant leases, from Landlord those certain premises (the "Premises" or "Leased Premises") in the office building (the "Office Building") which at date of this Lease is known as the Key Biscayne Bank and Trust Building more particularly described as follows: a portion of the first (1st) floor of the Office Building, comprising 1,312± square feet of Net Rentable Area (defined below) as outlined in red on the floor plans of the Leased Premises attached to and made a part of this Lease as Exhibit "A." 1.2 The term "Net Rentable Area," as used in this Lease, refers to all space within the inside surface of the outer glass or finished column walls enclosing the tenant occupied portion of the floor and measured to the midpoint of the walls separating areas leased by or held for lease to other tenants or from areas devoted to corridors, elevator foyers, rest rooms, service areas and other similar facilities for the use of all tenants on the particular floor. 2. LEASE TERM: 2.1 This Lease shall be for a term of three (3) years (the "Lease Term" or "Term") to commence (the "Commencement Date") on the earlier of (a) thirty (30) days after the date (the "Notice Date") Landlord notifies Tenant that the Landlord's Work, as described in Section 5 and Subsection 2.2, has been substantially completed subject only to the punch list described in Subsection 2.3, and such work is in fact substantially completed which Commencement Date shall under no circumstances be later than March 1, 1992, or (b) the day Tenant opens for or begins operation of its business from the Leased Premises. The Lease Term shall end on the last day of the third Lease Year (defined below) unless sooner terminated or extended as provided in this Lease. "Lease Year" is a twelve calendar month period; provided, however, the first Lease Year shall begin on the Commencement Date and shall also include the first partial calendar month if the Commencement Date does not d fall on the first day of a calendar month, even if the result is that the first Lease Year is more than twelve (12) full calendar months. Each subsequent Lease Year shall be twelve (12) full calendar months commencing with the first day of the calendar month following the last calendar month of the preceding Lease Year. If Landlord is unable to deliver the Leased Premises on or before March 1, 1992, then Tenant may, in its sole discretion, cancel this Lease. 2.2 Landlord's Work shall be deemed complete on the earliest date on which all of the following conditions have been met: 2.2.1 A certificate of occupancy or completion (temporary or final) has been issued by the appropriate governmental entity permitting Tenant's use of the Leased Premises for the purposes for which they have been leased; if a temporary certificate of occupancy is issued, Landlord shall be responsible for obtaining a permanent certificate of occupancy as soon as reasonably possible; 2.2.2 Landlord's Work in the Leased Premises has been substantially completed, subject to the punch list described in Subsection 2.3., the noncompletion of which does not materially interfere with Tenant's use of the Leased Premises or the conduct of normal business therein; 2.2.3 All means of access and all facilities necessary to Tenant's occupancy of the Leased Premises, including corridors, elevators and stairways and heating, ventilating, air- conditioning, sanitary water, and electrical lighting and power facilities, have been installed and are in good operating order and available to Tenant in accordance with Landlord's obligations under the Lease. 2.3 Within one (1) month of taking possession, Tenant shall furnish Landlord with a punch list(s) of defects in the Leased Premises and Landlord shall rectify such punch list items as promptly as practicable and, in any event, within thirty (30) days of Tenant's notice. In addition to the items set forth in the aforementioned lists, Tenant shall have the right to require Landlord to repair or complete additional items if such items are of such a nature which would not normally permit the defects to be discovered within the one (1) month punch list period, provided Tenant gives Landlord prompt notice after discovery of such items. Within a reasonable time after receiving Tenant's list(s), Landlord shall place all such items in condition reasonably satisfactory to Tenant. 2.4 Tenant shall have the right, at its option, to extend the Lease Term for all Leased Premises (including the Option Premises as defined in Section 26) for an additional two (2) year - 2 - 14 period ("Extension Term"), Lease Term, upon the terms amount of annual Rent and term). Notice of Tenant' writing and delivered to advance of the expiration following the expiration of the initial specified in this Lease (other than the with appropriate adjustments as to the s exercise of this option shall be in Landlord at least ninety (90) days in of the initial Lease Term • 2.5 Notwithstanding anything to the contrary, Tenant has the unconditional right to cancel this Lease after the second Lease Year by providing Landlord with 120 days prior written notice and the payment of $16,656.00 £ , This figure shall be adjusted in the same manner as the -Rene -alder Section 3.2 of this Lease. 3. RENT: 3.1 Tenant shall pay to Premises the annual rent of Thirty Throe :':.tiz Z: .:" <:Nfi€e ' h t kit„ 3::;::a :::-.'m; ' <�� ,._,,,:��.,,:, ,„._�k;,,t.,�X�,T �1t�red and 00/100 Dollars _,k �. µw 7,933.00: T5 Q;()#) payable in equal monthly installments of Two. Thousand Throe Hundred Twenty Eight O k ?<: . -< lkaii MS ethand 00/100 :.. .($ ,328.00 ? �;�f!:) commencing six months after the Commencement"Date. Tenant"shale not be obligated to pay any Rent for the first six months of the first Lease Year. Said Rent shall be payable to Landlord at the address shown on page one of this Lease. Aie..:? :,,:.: easW, 144, tile- first m©i� Landlord as "Rent" for the 3.2 The Rent has been calculated on the assumption that the cost of Landlord's improvements as set forth in Section 5 of this Lease is $25,000.00. In the event that upon completion of Landlord's improvements, the actual cost of the improvements exceeds $25,000.00, the �� e shall be increased , a. _^ � th-thhe.<Y. ,:>....o . ng�::;,foer:,ul in accordance wit following fo=iiiui'a i Increase in = Actual cost of landlord's improvements - $25,000 annualMelith rent 3 2.5 30 Similarly, if the actual cost of Landlord's improvements is less than $25,000, then the annual entgt < T 1_ { Q• dl>> eiAt shall be reduced in accordance with the following formulal Decrease in = $25,000 - actual cost of landlord's improvements aka -1-#T t Z:y rent 3 2.5 3`it; 3.3 In addition to Rent, Tenant shall pay to Landlord each month a sum equal to any sales tax, tax on rents, and any other comparable charges imposed by governmental or regulatory authority, taxes and/or impositions now in existence or subsequently imposed based upon the privilege or renting the space leased under this Lease or upon the amount of rent collected therefor. - 3 3.4 Commencing with the second Leased Year and each year thereafter during the Lease Term, the annual Rent shall be adjusted, in accordance with changes in the "Price Index" as defined in this section. The Price Index shall mean the Consumer Price Index for "all items" shown on the "U.S. city average for urban wage earners and clerical workers (including single workers), all items, groups, subgroups and special groups of items" as promulgated by the Bureau of Labor Statistics of the U.S. Department of Labor, using the year 1967 as a base of 100. The annual Rent shall be adjusted in accordance with the following provisions: 3.4.1 the Pric Index as of month the first Lease Year shall bedesig designated the Ba eh ePricetIndex; of 3.4.2 the second andsubsequent Lease Years Index the month of Yearsshall bedesignated the Comparison Price Index; g 3.4.3 promptly after the end of the first Lease Year and at the end of each Lease Year thereafter, the annual Rent shall be adjusted by multiplying the original annual Rent by the fraction which has a numerator of the most recent Comparison Price Index, and has a denominator of the Base Price Index. Written as an equation, this computation is as follows: Original annual Rent X the most recent Comparison Price Index Base Price Index 3.5 In the event the Price Index referred to above ceases to incorporate a significant number of the items currently set forth in it, or if a substantial change is made in the method of establishing such Price Index, then the Price Index shall be adjusted to 'the figure that would have resulted had no change occurred in the manner of computing such Price Index. In the event that such Price Index (or a successor or substitute index) is not available, a reliable governmental or other nonpartisan publication evaluating the information previously used in determining the Price Index shall be used in lieu of the Price Index. 3.6 Notwithstanding anything to the contrary in this Lease, the adjustment to Rent under this Section 3.4 shall not exceed 5% in any one year. 4. TIME OF PAYMENT: Tenant agrees that Tenant shall promptly pay said Rent at the times and place stated above; that Tenant shall pay charges for work performed on order of Tenant, and any other charges that accrue under this Lease; that, if any, part of said rents or above mentioned charges shall remain due and unpaid for ten (10) business days after written notice from Landlord to Tenant, Landlord shall have all rights and remedies - 4 - available to it under this Lease, at law and in equity. 5. LANDLORD IMPROVEMENTS AND SERVICES: 5.1 Landlord shall improve the Leased Premises, in accordance with internal design development drawings (the "Design Development Plans") consisting of (a) a partition plan; (b) demolition plan; (c) new work plan; (d) reflective ceiling plan; and (c) finish schedule; each of which shall be delivered to Landlord by Tenant within 10 days of the execution of this Lease. 5.2 Landlord shall furnish to the Premises water and electrical outlets adequate to serve Tenant's use and design as shown on the Design Development Plans. Should the Tenant need more or different than standard electrical circuits, such circuits must be approved by the Landlord. All electric current to the Premises should be separately metered and the payment for which shall be the responsibility of the Tenant. Failure by Landlord to any extent to furnish, or any stoppage of these defined services resulting from causes beyond the control of Landlord shall not render Landlord liable in any respect for damages to either person or property, nor work an abatement of Rent, nor relieve Tenant from fulfillment of any covenant or agreement hereof. The Premises are on the ground floor of the Office Building, the entrance of which is at 91 West McIntyre Street, Key Biscayne, Florida, and elevator service to the second floor will be available at all times. Other than outside lighted signs, Landlord shall furnish certain outside lighting in common with other Tenants which will be furnished at such times as is uniform for all Tenants. Landlord will maintain the sidewalk in front of the Premises and Office Building in the same manner which is maintained for all ground floor Tenants, including plantings and shrubbery. 6. REPAIR OF LEASED PREMISES: 6.1 Tenant will, at Tenant's own cost and expense, repair or replace any damage or injury done to the Office Building, or any part thereof, caused by Tenant or Tenant's agents, employees, invitees, or visitors. If Tenant faits to make such repairs or replacements promptly, Landlord may, at its option, make such repairs or replacements, and Tenant shall repay the cost thereof to Landlord on demand. Tenant will not commit or allow any waste or damage to be committed on any portion of the demised Premises, and shall, at the termination of the Lease, by lapse of time or otherwise, deliver up said Premises to Landlord in as good. condition as at date of possession of Tenant, ordinary wear and tear and damage by fire or windstorm alone excepted, and upon such termination of lease Landlord shall have the right to re-enter and resume possession of the Premises. 7. INDEMNIFICATION: Tenant will indemnify and save - 5 - harmless Landlord of and from any and all fines, suits, claims, demands, and actions of any kind by reason of any breach, violation, or non-performance of any conditions hereof on the part of Tenant, its agents or employees. Tenant is, or will become familiar with the Premises, acknowledges that the same are received by Tenant in good state of repair, accepted by Tenant in the condition in which they are now or shall be when ready of occupancy. 8. DAMAGE OR DESTRUCTION: 8.1 In the event the Leased Premises shall be partially or wholly damaged or destroyed by fire or other cause during the Lease Term and such damage or destruction results in the Leased Premises being untenantable or unsuitable for its intended use, then Landlord shall have the right, but not the obligation, to render such Leased Premises tenantable by repairs within one hundred twenty (120) days therefrom. If Landlord so elects not to rebuild, after damage as described in the preceding sentence, then Tenant may elect that this Lease shall cease and come to an end as of the date of such damage or destruction and all Rent and Additional Rent owed up to the time of such damage or destruction shall be paid by Tenant. If Landlord elects not to rebuild, Tenant shall have the right to cancel this Lease within sixty (60) days from date of notice of such election or ninety (90) days from date of fire or casualty, whichever is later. Landlord shall given Tenant written notice of its decisions, estimates or elections under this Section 8.1 within thirty (30) days after any such damage or destruction. If the Lease Premises and Building are not rendered fully tenantable within one hundred twenty (120) days, then either Tenant or Landlord may terminate this Lease as of the date of the fire or casualty by written notice to Landlord or Tenant, respectively, given within one week of such 120 day period. 8.2 Durig any t the Leasd Premises are untenantable due toncauses set mforth e ain this Section 8.2, the Rent or a just and fair proportion of it shall be abated. If more than twenty-five percent (25%) of the Leased Premises are rendered untenantable by any of the events described in this Section 8.2, all of the Leased Premises shall be deemed untenantable and all Rent shall abate. Landlord shall, subject to rights of cancellation described in this Section 8.2, restore the Leased Premises and Office Building; full Rent shall recommence upon completion of restoration of the Leased Premises and Building. 9. EMINENT DOMAIN: If there shall be taken (including purchase in lieu of condemnation) during the Lease Term any part of the Leased Premises or Office Building, other than a part not interfering with maintenance, operation or use of the Leased Premises, Landlord or Tenant may elect, by giving notice to Tenant within ninety (90) days of the date of such taking, to terminate this Lease or to continue it in effect. If Landlord and Tenant - 6 - 1 elect to continue the Lease, the rent shall be reduced in the proportion of the area of the Leased Premises so taken to the entire Leased Premises (or, in the event property outside the Leased Premises is taken, rent shall be equitably adjusted therefor) and Landlord shall repair any damage to the Leased Premises or Office Building resulting from such taking. If twenty- five percent (25%) or more of the Leased Premises is untenantable, as a result of such taking, then all of the Leased Premises shall be deemed untenantable. If all of the Leased Premises is taken by condemnation or eminent domain, this Lease shall terminate on the date of taking. All sums awarded (or agreed upon set forth in its notice, which date shall not be less than ten (10) nor more than sixty (60) days after the date of such notice; this Lease shall then terminate at noon of such cancellation date, unless all of such agreements shall have been duly tendered meanwhile, as if such cancellation date were the expiration date, and Landlord shall have no further obligation to Tenant hereunder except to return any monies previously paid by Tenant to Landlord under this Lease. 10. ASSIGNMENT AND SUBLETTING: 10.1 With the written consent of Landlord first obtained in each case, which consent may not be unreasonably withheld, Tenant may assign, transfer, or otherwise encumber or dispose of this Lease or sublease all or any part of the Leased Premises or permit all or any part of the Leased Premises to be occupied by other persons. Notwithstanding the foregoing, Tenant shall be absolutely prohibited from assigning, subletting or otherwise transferring this Lease to any bank or financial institution. 10.2 If Tenant desires to sublease all or part of the Leased Premises or to assign this Lease, or to grant occupancy rights to other than Tenant, Tenant shall submit to Landlord a written request for the consent of Landlord to such subletting or assignment or occupancy. Landlord shall have the option within five (5) days of receipt of such notice to approve or disapprove the proposed subtenant or assignee or occupant, or such approval shall be deemed given. 11. DEFAULT: Landlord and Tenant agree that if Tenant shall fail to perform any of the material terms, provisions, covenants or conditions of this Lease on Tenant's part to be performed; then and in any such event, at the option of Landlord thirty (30) days after Landlord has given Tenant notice, in the manner provided in this Lease, of such act, condition or default, provided Tenant has not cured such act, condition or default within such thirty (30) days period or Tenant has begun and is diligently proceeding to cure such act, condition or default, Tenant agrees immediately then (a) to pay rent through the date Tenant vacates the Leased Premises, and (b) to quit and surrender said Leased Premises to Landlord. The remedies and options of Landlord described in this section shall not impair or affect Landlord's right to maintain summary - 7 - proceedings of the recovery of the possession of the Leased Premises in all cases provided for by law. 12. LIEN FOR PAYMENT OF RENT: Landlord expressly waives its Landlord lien. 13. RIGHT OF ENTRY: Upon prior notice duly given by Landlord to Tenant, Landlord, or any of its agents, shall have the right to enter the Leased Premises during all reasonable hours to examine it or to make such repairs, additions or alterations as may be deemed necessary for the safety, comfort, or preservation of the Leased Premises, or of the Office Building, or to exhibit the Leased Premises at any time within one hundred eighty (180) days before the expiration of this Lease. Landlord shall use good efforts to interfere as little as possible with Tenant's business. 14. NOTICE: Any notice given Landlord as provided for in this Lease shall be in writing and sent to Landlord by hand delivery or overnight mail (or nationally recognized overnight delivery service) addressed to Landlord at the Premises. Any notice to be given Tenant under the terms of this Lease, unless stated otherwise in this Lease, shall- be in writing and shall be sent by hand delivery or overnight mail (or nationally recognized overnight delivery service) or personally delivered to Village of Key Biscayne, 85 West McIntyre Street, Key Biscayne, Florida 33144, Attn: Village Manager; with a copy to: Weiss Serota & Helfman, P.A., 2665 So. Bayshore Dr., Suite 204, Miami, FL 33133. Either party, from time to time, by such notice, may specify another address to which subsequent notice shall be sent or delivered. Notice shall be deemed given on the date it is actually received or on the date receipt is refused. 15. ATTORNEYS' AND ACCOUNTANTS' FEES: In any litigation arising out of Tenant or Landlord defaults in the performance of any of the terms, provisions, covenants and conditions of this Lease and by reason of such default Landlord or Tenant employs the services of any attorney or accountant to enforce performance of the covenants, or to perform any service based upon defaults, then in any of said events the prevailing party shall be entitled to reasonable attorneys' (including paralegal and similar support personnel) and accountants' fees and all expenses and costs incurred by it pertaining to such matters (including costs and fees relating to any appeal) and in enforcement of any remedy. In the event of a settlement, each party shall bear its own expenses unless otherwise agreed in writing. 16. CONDITION OF PREMISES ON TERMINATION OF LEASE AND HOLDING OVER: Tenant agrees to surrender to Landlord, at the end of the Lease Term or upon the earlier termination of this Lease, whichever is sooner, the Leased Premises in as good condition as the Leased Premises were at the time Tenant first occupied the Office Building, ordinary wear and tear, and damage by fire or other - 8 - casualty not caused by Tenant's negligence, excepted. 17. SIGNAGE: Landlord agrees to permit Tenant to install a wall sign or window sign at Tenant's expense at a location along the exterior frontage of the Leased Premises. Said sign shall comply with all applicable governmental regulations. Additionally, Landlord grants to Tenant the right at Tenants sole cost to install a pylon sign on the existing pole located within the planted area immediately in front of the Premises. Said sign shall comply with all applicable governmental regulations. 18. PARKING: Landlord shall provide Tenant with the nonexclusive use of 10 parking spaces and the exclusive use of 2 parking spaces. The exclusive spaces shall be at a cost of $15 per month per space. The spaces shall be appropriately marked For Tenants use; however, Landlord does not assume the responsibility to monitor, control or otherwise police the usage. Tenant shall be permitted to post No Parking/Towing signs on the exclusive spaces. 19. COMPLIANCE WITH CODES: Landlord shall be obligated as of the Commencement Date to bring the Office Building in to compliance with all Federal, State and local laws and regulations governing the use and occupancy of the Office Building with the express understanding that the Premises is to be used as a public building for municipal government. This obligation includes, but is not limited to, the requirement that the Office Building be retrofitted as needed to comply with all Federal, State and local codes, laws and regulations governing handicapped accessibility. 20. UTILITIES: The cost of electricity, telephone and other utility service as well as janitorial services, to the Premises shall be the sole responsibility of the Tenant. Separate metering shall be provided by Landlord for each of these services, including air conditioning which will be provided through a system separate from the Office Building system. 21. INVALIDITY OF PROVISION: If any terms, provision, covenant or condition of this Lease or the application of it to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease or the application of such term, provision, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby and each term, provision, covenant or condition of this Lease shall be valid and enforceable to the fullest extent permitted by law. This Lease shall be construed in accordance with the laws of the State of Florida. The venue for any lawsuit arising out of this Lease shall be Dade County, Florida. 22. TIME OF ESSENCE: It is understood and agreed between the parties to this Lease that time is of the essence with respect - 9 - to all the terms, provisions, covenants and conditions of this Lease. 23. MISCELLANEOUS: The terms "Landlord" and "Tenant" as contained in this Lease shall include singular and plural, masculine, feminine and neuter, heirs, successors, executors, administrators, personal representatives and assigns, wherever the context so requires or admits. The terms, provisions, covenants and conditions of this Lease are expressed in the total language of this Lease Agreement. The section headings are inserted solely for the convenience of the reader and shall not be deemed to limit or expand any of the provision of this Lease. Any formally executed addendum to or modification of this Lease, shall be expressly deemed incorporated in this Lease by reference unless a contrary intention is clearly stated in such addendum or modification. 24. ENTIRE AGREEMENT: This Lease contains the entire agreement between the parties to this Lease and all previous negotiations leading to the execution of this Lease. This Lease may be modified only by an agreement in writing, signed and sealed by Landlord and Tenant. 25. BROKERAGE: Tenant and Landlord each represents and warrants to each other that it has dealt. with no broker, agent, salesperson, finder or other person in connection with this transaction and that no broker, agent or other person brought about this transaction. 26. FORCE MAJEURE: Neither Landlord nor Tenant shall be required to perform any term, condition, or covenant in this Lease so long as its own respective performance is delayed or prevented by "Force Majeure," which shall mean labor controversies, strikes and lockouts (whether lawful or not) either industry -wide or with third parties other than Landlord and Tenant, respectively, acts of God, material or labor unavailability, inability to obtain fuel or power, catastrophes, national or local emergencies, restrictions by any governmental authority, civil riots, floods, and any other causes not reasonably within the control of Landlord or Tenant, as applicable, and which by the exercise of due diligence Landlord and Tenant, respectively, is unable, wholly or in part, to prevent or overcome. Lack of money shall not be deemed Force Majeure. 27. SHOR the other party setting forth provisions of Premises. T FORM LEASE: Upon request by Landlord or Tenant, shall execute a short form lease in recordable form the name of the parties, the Lease Term, the this Lease and the description of the Leased 28. RELATIONSHIP OF PARTIES: Nothing contained in this Lease shall be deemed or construed by Landlord and/or Tenant or by any third party to create the relationship of principal and agent or of partnership or of joint venture or of any association whatsoever - 10 - between Landlord and Tenant, it being expressly understood and agreed that neithert the computation of rent nor any other provisions contained in this Lease nor any act or acts of Landlord or Tenant shall be deemed to create any relationship between Landlord and Tenant other than the relationship of landlord and tenant. 29. EXPANSION SPACE: 29.1 Tenant shall have the right during the Initial Term (the "Option Right") to lease 2,150± square feet of Net Rentable Area of space on the second floor of the Office Building as shown on Exhibit (the "Option Premises"), on the following terms: 29.1.1 Tenant must give notice to Landlord of its intent to exercise the Option Right within sixty (60) days of tho Commoncomont Dato 29.1.2 The leasing of the Option Premises shall commence on the day on which the Option Premises are delivered to Tenant with Landlord's buildout (in accordance with Section 29.1.5) substantially completed (the "Option Commencement Date"); 29.1.3 If Tenant exercises its Option Right, then, effective as of the Option Commencement Date, the Option Premises shall be included in the Net Rentable Area leased under this Lease, the terms Leased Premises" and "Premises" used in this Lease shall include the "Option Premises"; and Tenant shall be entitled to additional nonexclusive parking spaces to maintain the same ratio of parking spaces to square feet of Net Rentable Area in the Leased Premises. The term for the Option Premises shall be the same as for the Leased Premises and all applicable provisions of this lease shall govern the Option Premises, including Landlord's obligation to comply with all codes and regulations as set forth in paragraph 19 as it relates to the Option Premises. 29.1.4 Subject to the CPI adjustments in Section 3, the Base Rent shall be $10.00 per square foot of Net Rentable Area for each Lease Year thereafter and shall be paid as provided in the Lease; 29.1.5 Landlord shall, at its cost, build out the Option Premises according to Landlord's then -standard work letter which shall not exceed $9.30 per square foot. In the event Tenant requests a buildout which exceeds $9.30 per square foot, Tenant shall be responsible for that additional cost. 29.2 If Tenant exercises its rights under this Section 29, then the Option Premises, as applicable, shall become a part of the Leased Premises, and all provisions of this Lease shall apply except those specifically modified in this Section 29, upon the completion of such Option Premises pursuant to the standards described in this Lease for the initial buildout. LANDLORD and TENANT have signed, sealed and delivered this Lease in multiple copies, all of which constitute but one Lease, at Dade County, Florida, as of the day and year first above written. WITNESSES: LANDLORD: KEY BISCAYNE BANK AND TRUST CO., a Florida corporation, By: , President [CORPORATE SEAL] TENANT: VILLAGE OF KEY BISCAYNE, a Florida municipal corporation By: Rafael Conte, Mayor sieve/keybiscayne\kbBank3. les 103001 - 12 - SunTrust Bank, Miami, N.A. Post Office Box 524209 Miami, FL 33172-4209 November 26, 1996 Mr. Jack Neustadt Village of Key Biscayne 85 West McIntyre Key Biscayne, Florida 33149 Dear Mr. Neustadt: Below please find the particulars regarding the different areas leased by Village of Key Biscayne at the SunTrust Bank Building in Key Biscayne. Commencement date Termination date 1st Floor 4/93 6/30/98 2nd Floor 5/93 6/30/98 Mo.Rent First floor /563 1,312 sq.ft. Annex, first floor Q- , 785 $4,426.52 Second floor: Council Chambers Village Offices Conference Room 4$t 682 /aq , 1,297 360 468 It 1,789.76 423.54. $6,639.82 Please feel free to call me with any questions you may have. Very truly yours, SUNTUS ANK, MIAMI, N. A. Maria Garcia Purchasing Manager General Services MG/ld 8840 N.W. 24th Terr., Miami, FL 33172 (305) 593-7065 9_x'1 ',7-- Yj SunTrust Bank, Miami, N.A. 95 W. McIntyre Street Key Biscayne, FL 33149-1845 Tel (305) 361-9100 Fax (305) 361-9025 Robert L. Brookes Senior Vice President SUNTRUST August 25, 1997 Mr. Sam Kissinger Village Manager Village of Key Biscayne 85 West McIntyre Street Key Biscayne, FL 33149 Revised offer Dear Sam Thank you for your interest in the second floor office suite to be vacated by Centurion Investments. The space consists of one large executive office, a reception area, two interior offices and a small storage/refreshment room. The office has its own front door in a glassed in common area shared by our Trust department and Centurion. The office suite is 940 square feet, carpeted with walls finished in Japanese Ash wall covering. The executive office can be linked with the office currently utilized by the Recreation Director. We offer the space as is (carpet to be cleaned) at a monthly rental of $1,200.40. We can utilize an addendum to the master lease between SunTrast Bank and the Village of Key Biscayne to make it easier onus both. That way the maturity of the lease for all space you currently occupy can be tracked in one document. If you wish to link the new leased premises to your second floor space it shall be on your account with prior permission form SunTrust Bank. Please provide a sketch of the work to be done with the request. I understand that a door already exists in the Recreation Director's office. The space will be available September 15th. I would be happy to meet with you and discuss this proposal further. Yours since Robert L. Broo es Senior Vice President & Regional Executive SunTrust Bank, Miami, N.A. 95 W. McIntyre Street Key Biscayne, FL 33149-1845 Tel (305) 361-9100 Fax (305) 361-9025 Robert t. Brookes Senior Vice President SUNTRUST August 25, 1997 Mr. Sam Kissinger Village Manager Village of Key Biscayne 85 West McIntyre Street Key Biscayne, FL 33149 Revised offer Dear Sam Thank you for your interest in the second floor office suite to be vacated by Centurion Investments. The space consists of one large executive office, a reception area, two interior offices and a small storage/refreshment room. The office has its own front door in a glassed in common area shared by our Trust department and Centurion. The office suite is 940 square feet, carpeted with walls finished in Japanese Ash wall covering. The executive office can be linked with the office currently 1ltili7Pd by the Recreation Director. We offer the space as is (carpet to be cleaned) at a monthly rental of $1,200.00. We can utilize an addendum to the master lease between SunTrust Bank and the Village of Key Biscayne to make it easier on us both. That way the maturity of the lease for all space you currently occupy can be tracked in one document. If you wish to link the new leased premises to your second floor space it shall be on your account with prior permission form SimTrust Bank. Please provide a sketch of the work to be done with the request. I understand that a door already exists in the Recreation Director's office. The space will be available September 15th. I would be happy to meet with you and discuss this proposal thither. Yours since Robert L. Brookes Senior Vice President & Regional Executive SunTrust Bank, Miami, N.A. 95 W. McIntyre Street Key Biscayne, FL 33149-1845 Tel (305) 361-9100 Fax (305) 361-9025 Robert L. Brookes Senior Vice President SUNTRUST August 25, 1997 Mr. Sam Kissinger Village Manager Village of Key Biscayne 85 West McIntyre Street Key Biscayne, FL 33149 Revised offer Dear Sam Thank you for your interest in the second floor office suite to be vacated by Centurion Investments. The space consists of one large executive office, a reception area, two interior offices and a small storage/refreshment room. The office has its own front door in a glassed in common area shared by our Trust department and Centurion. The office suite is 940 square feet, carpeted with walls finished in Japanese Ash wall covering. The executive office can be linked with the office currently utilived by the Recreation Director. We offer the space as is (carpet to be cleaned) at a monthly rental of $1,200.00. We can utilize an addendum to the master lease between SunTrust Bank and the Village of Key Biscayne to make it easier on us both. That way the maturity of the lease for all space you currently occupy can be tracked in one document. If you wish to link the new leased premises to your second floor space it shall be on your account with prior permission form SnnTnxst Bank. Please provide a sketch of the work to be done with the request. I understand that a door already exists in the Recreation Director's office. The space will be available September 15th. I would be happy to meet with you and discuss this proposal further. Yours sine Robert L. Broo es Senior Vice President & Regional Executive 6fzvuD %141- IAN 4S- s" 0 Yi I gjorritg l553-0 (--/A/ 1� "mai tbruit tEolv -,y- 44,1 b t -ek) "Ittinvarri mmikemot. 4i Him tkutkii 461 4. 31-4 I E,. 0 o PLCt N6 3c/0, SunTrust Bank, Miami, N.A. Post Office Box 524209 Miami, FL 331724209 SUNTRUST November 26, 1996 Mr. Jack Neustadt Village of Key Biscayne 85 West McIntyre Key Biscayne, Florida 33149 Dear Mr. Neustadt: Below please find the particulars regarding the different areas leased by Village of Key Biscayne at the SunTrust Bank Building in Key Biscayne. Commencement date Termination date 1st Floor 4/93 6/30/98 2nd Floor 5/93 6/30/98 Mo.Rent First floor 1,312 sq.ft. Annex, first floor 785 " $4,426.52 Second floor: Council Chambers 682 " Village Offices 1,297 " Conference Room 468 " 1,789.76 423.54 $6,639.82 Please feel free to call me with any questions you may have. Very truly yours, SUNTUS ANK, MIAMI, N. A. Maria Garcia Purchasing Manager General Services MG/ld 8840 N.W. 24th Terr., Miami, FL 33172 (305) 593-7065 THIRD AMENDMENT TO LEASE AGREEMENT THIS THIRD AMENDMENT TO LEASE AGREEMENT (the "Amendment") is made and entered into as of this l sr day of 0cr0bre- , 1997, by, and between SUNTRUST BANK, MIAMI, N.A., a Florida corporation ("T andlord"), whose address for the purpose of this amendment is 95 W. McIntyre Street, Key Biscayne, Florida 33149 and THE VII LAGE OF KEY BISCAYNE, a Florida municipal corporation ("Tenant"), whose address for the purpose of this Amendment is 85 W. McIntyre Street, Key Biscayne, Florida 33149. RECITALS: Landlord and Tenant entered into that certain Lease Agreement commencing on approximately April 1, 1992 (the "Lease") with regard to the lease of the Leased Premises (as defined in the Lease) from Landlord to Tenant. landlord and Tenant entered into a First Amendment To Lease Agreement commencing on the 1st day ofJuly, 1995 (the "First Amendment To The Lease") with regard to the lease of Leased Premises (as defined in the Lease) from Landlord to Tenant. Landlord and Tenant entered into a Second Amendment To Lease Agreement commencing on the 4th day of December, 1996 (the "Second Amendment To The Lease") with regard to the lease ofteased Premises (as defined in the Lease) from Landlord to Tenant. Landlord and Tenant desire to amend the Lease in order to include certain additional premises as part of the Leased Premises (which additional premises shall be subject to the terms and conditions of the Lease), subject to the provisions of this Second Amendment as set forth below. NOW, THEREFORE, in consideration of the premises and the mutual promises and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. RECITALS: T andlord and Tenant acknowledge and agree that the above Recitals are true and correct and are incorporated herein by this reference. 2. DEFINED TERMS: All defined terms not defined in this Amendment shall have the meanings ascribed to them in the Lease. 3. AMENDMENT CONTROLS: In the event of any conflict between this Amendment and the Lease, the parties agree that the provisions of this Amendment shall control. 4. TH I LEASE: All references in this amendment and in the Lease to "this Lease" shall include this Amendment. 5. ESTOPPEL: The Lease is a sole agreement pertaining to Tenant's use and T occupancy of the Leased Premises and has not been previously modified or amended. Neither party has given a notice of default under the Lease to the other party. Neither party is in default in the performance of any of its obligations under the Lease, nor do any circumstances exist which, with the giving of notice or the passage of time, would ripen into a default under the Lease. 6. LEASED PREMISES: 6.1 The Leased Premises as defined in Section 1.1 of the Lease and in Section 6.1 of the First Amendment To The Lease and in Section 6.1 of the Second Amendment To The Lease, are amended to include certain additional premises (the "Additional Leased. Premises") as more particularly described as follows: a suite of offices located on the second floor of91 West McIntyre Street comprising ofapproximately 940 square feet of Net Rentable Area as shown on the Floor Plan of the Additional Leased Premises attached to and made a part of this Second Amendment as "Exhibit A". Landlord shall deliver possession of the Additional Leased Premises to Tenant immediately. It is understood that the premises will be delivered in clean condition with no improvements. Improvements are for the account of the Tenant after written proposal and approval by Landlord. The Additional Leased Premises shall be subject to all terms and conditions of the lease, including, but not limited to, the lease Term and Extension Terms. All references in the Lease Agreement to the Leased Premises or Premises shall include the Additional Leased Premises. 6.2 I andlord shall have no obligation to prepare the Additional Leased Premises for Tenants use and occupancy. 7. RENT: Beginning August 8, 1997, the monthly rent for the demised premises, not inchuding the suite of offices on the second floor described in Section 6.1 above, was $6,848.19 per month_ Upon occupancy of the suite of offices on the second floor described in Section 6.1 above, the monthly rent will be increased by $1,200 per month (940 square feet X 35.32 per square feet per year - 12 months), for and adjusted rent of $8048.19 per month. 8. I'LRM: The Tenant and Landlord mutvraily agree to extend the term ofthe lease for the entire demised premises, including the suite of offices described in section 6.1 above, to October 1, 1998. 9. LEASE PROVISIONS: Except as may be modified in this Amendment, all terms and conditions of the lease are ratified, confirmed and remain in full force and effect. IN WITNESS WHEREOF, LANDLORD and TENANT have signed, sealed and delivered the Amendment in multiple copies, all of which constitute one Lease, at Dade County, Florida, as of the l sr day of 0c.1-. bv' , 1997. WITNESSES: �t Name: �� (;)1 Name: LANDLORD: SUNTRUST BANK MIAMI, N.A. A Florida Corporation Robert : zlokes, SVP TENANT: VILLAGE OF KEY BISCAYNE, a Florida Munic.. al corporation By: Samuel Kissinger, illage Manager Village of Key Biscayne, Florida, Resolution No. 97-43, Adopted August 26, 1997  2-,9  0i -,ET 11 9 ,6  5-,9 Roger F. Lowe SunTrust Bank, Miami, N.A. 3737 N.W. 87th Avenue Miami, FL 33178-2416 Tel (305) 591-6344 Fax (305) 591-6160 Roger F. Lowe Executive Vice President SUNTRUST December 12, 1996 C. Samuel Kissinger Village Manager VILLAGE OF KEY BISCAYNE 85 West McIntyre Street Key Biscayne, Florida 33149 Dear Samuel: Enclosed please find executed document of the Second Amendment to Lease Agreement between SunTrust Bank, Miami, N.A. and the Village of Key Biscayne for your files. Should you have any additional questions on the above, please call me at 591-6344. Sincerely, turzfri SECOND AMENDMENT TO LEASE AGREEMENT' THIS SECOND AMENDMENT TO LEASE AGREEMENT (the "Amendment") is made and entered into as of this 4 -44 --day of bow,tcn. , 1996, by and between SUNTRUST BANK, MIAMI, N.A., a Florida corporation ("Landlord"), whose address for the purpose of this Amendment is 95 W. McIntyre Street, Key Biscayne, Florida 33149 and the VILLAGE OF KEY BISCAYNE, a Florida municipal corporation ("Tenant"), whose address for the purpose of this Amendment is 85 W. McIntyre Street, Key Biscayne, Florida 33149. RECITAL S: Landlord and Tenant entered into that certain Lease Agreement commencing on approximately April 1, 1992 (the "Lease") with regard to the lease of the Leased Premises (as defined in the Lease) from Landlord to Tenant. Landlord and Tenant entered into a First Amendment To Lease Agreement commencing on the 1st day of July, 1995 (the "First Amendment To The Lease") with regard to the lease of the Leased Premises (as defined in the Lease) from Landlord to Tenant. Landlord and Tenant desire to amend the Lease in order to include certain additional premises as part of the Leased Premises (which additional premises shall be subject to the terms and conditions of the Lease), subject to the provisions of this Second Amendment as set forth below. NOW, THEREFORE, in consideration of the premises and the mutual promises and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. RECITALS: Landlord and Tenant acknowledge and agree that the above Recitals are true and correct and are incorporated herein by this reference. 2. DEFINED TERMS: All defined terms not defined in this Amendment shall have the meanings ascribed to them in the Lease. 3. AMENDMENT CONTROLS: In the event of any conflict between this Amendment and the Lease, the parties agree that the provisions of this Amendment shall control. 4. THE LEASE: All references in this Amendment and in the Lease to "this Lease" shall include this Amendment. 5. ESTOPPEL: The Lease is a sole agreement pertaining to Tenant's use and occupancy of the Leased Premises and has not been previously modified or amended. Neither party has given a notice of default under the Lease to the other party. Neither party is in default in the performance of any of its obligations under the Lease, not do any circumstances exist which, with the giving of notice or the passage of time, would ripen into a default under the Lease. 6. LEASED PREMISES: 6.1 The Leased Premises as defined in Section 1.1 of the Lease and in Section 6.1 of the First Amendment To The Lease, are amended to include certain additional premises (the "Additional Leased Premises") as more particularly described as follows: a conference room on the second floor of the building comprising approximately 468 square feet of Net Rentable Area as shown on the Floor Plan of the Additional Leased Premises attached to and made a part of this Second Amendment as " Exhibit A". Landlord shall deliver possession of the Additional Leased Premises to Tenant immediately. The Additional Leased Premises shall be subject to all terms and conditions of the Lease, including, but not limited to, the lease Term and Extension Terms. All references in the Lease Agreement to the Leased Premises or Premises shall include the Additional Leased Premises. 66.2 Landlord shall have no obligation to prepare the Additional Leased Premises for Tenants use and occupancy. 7. RENT: Beginning July 1, 1996, the monthly rent for the demised premises, not including the conference room as described in Section 6.1 above, was $6,216.28 per month. Upon occupancy of the conference room space described in Section 6.1 above, the monthly rent will be increased by $423.54 per month (468 square feet X $10.86 per square foot per year - 12 months), for an adjusted rent of $6,639.82 per month. 8. TERM: The Tenant and Landlord mutually agree to extend the term of the Lease for the entire demise premises, including the conference room described in Section 6.1 above, to June 30, 1998. 9. LEASE PROVISIONS: Except as may be modified in this Amendment, all terms and conditions of the lease are ratified, confirmed and remain in full force and effect. IN WITNESS WHEREOF, LANDLORD and TENANT have signed, sealed and delivered this Amendment in multiple copies, all of which constitute one Lease, at Dade County, Florida, as of the LjS day of Qi¢r 4,c,., , 1996. WI NESSES: l 01 Vd/ Name: McCCC E4 C V (LCAV2Cb j Name :"1" -Mara Ov /cc Name C, 5 un- kiss,. 2 I/A-4/ if Ruck Chalk Naline: Am me VarOrfa LANDLORD: SUNTRUST BANK, MIAMI, N.A. A Florida Corporation By: rl, Roge F. Lowe, EVP TENANT: VILLAGE OF KEY BISCAYNE, a Florida Muniei -1 corporation B By: F. Festa, Mayor C. Samuel K -`singer, Village Manager Village of Key Biscayne, Florida, Resolution No. 96-36, Adopted November 14, 1996 SunTrust Bank, Miami, N.A. 3737 N.W. 87th Avenue Miami, FL 33178-2416 Tel (305) 591-6344 Fax (305) 591-6160 Roger F. Lowe Executive Vice President SUN I RUST November 7, 1996 Mr. C. Samuel Kissinger Village Manager Village of Key Biscayne 85 West McIntyre Street Key Biscayne, Florida 33149 Dear Mr. Kissinger: Enclosed you will find "Exhibit A" of the lease which contains a diagram of the second floor conference room space. If you have any questions, please do not hesitate to contact me at 591-6344. Sincerely, .L0 Asvr Roger F. Lowe xc: Lease Document File EXHIBIT A 1 i 0 8 (D -al SECOND FLOOR PLAN (EAST HALF) 1/4" 0 8 O n O 8 Q. 4- AND COMPANY KEY BISCAYNE, FLORIDA 33149 (305) 361-9100 July 18, 1995 Mr. Jack Neustadt Village of Key Biscayne 85 West McIntyre Key Biscayne Fla 33149 Re: Rent Key Biscayne Bank Building Dear Jack: Following up on our conversation yesterday, the CPI adjusted rents starting August 1 would be as follows: lrst floor $2,609.59 2nd floor $1,279.72 (See attached memo for calculations) Also, back rent adjustment's would be due as follows, based on the first floor adjusting in April and the second floor in May. lrst Floor: 4 months x $142.59 = $570.36 2nd Floor: 3 months x $67.27 = $201.81 Total due in adjustments is $772.17 We have additionally advised Steven W. Zelkowitz, of Weis Serota & Helfinan, P.A., that the amended lease is acceptable with the total monthly installment to be $5,488.86. This numberis figured based on the first and the second floor rents + $1,600 for the additional first floor space. Should you have any questions on the above please call. Sincerely, Rolrt L. Brookes President MEMORANDUM Date: July 18, 1995 To: Bob Brookes From: Jess Lawhorn Subject: Village of Key Biscayne Rent The lease provides for adjustments in rent based on CPI. The following are my calculations based on the beginning lease dates as agreed to by Sam Kissinger and Jack Neustadt: lst Floor - CPI Base April 93 143.6 CPI Base April 95 151.9 = 105.78 Base Rent - $2,467 x 105.78 = $2,609.59 (+$142.59) 2nd Floor - CPI Base May 93 144.2 CPI Base May 93 152.2 Base Rent - $1,212 x 105.55 = $1,279.27 (+$67.27) = 105.55 The August 1 rent due would be $2,609.59 for the first floor and $1,279.27 for the second floor. The rents should have been adjusted on April for the first floor and on May for the second floor. Therefore, we need to bill the village an adjustment. lrst Floor: 4 months x $142.59 = $570.36 2nd Floor: 3 months x $67.27 = $201.81 Total due in adjustments is $772.17 Village Council John F. Festa, Mayor Betty Sime, Vice Mayor Raul Liorente Hugh T. O'Reilly Michele Padovan Raymond P. Sullivan John Wald Village Clerk Guido H. Inguanzo, Jr. VILLAGE OF. KEY BISCAYNE Office of the Village Clerk MEMORANDUM June 8, 1995 TO: C. Samuel Kissinger, Village Mana, FROM Guido Inguanzo, Village Clerk RE: Comparison of Square Footage Costs for Office Lease The following is a comparison of the square footage costs for leased office space in the Key Biscayne Bank Building. First Floors 1,312 s.f. $2,467.00 per month $22.56 per s.f. Second Floor' 2,150 s.f. $1,791.67 per month $10.00 per s.f. "Calima" Office 846 s.f $1,600.00 per month $22.70 per s.f 'Reflects figures from first year of lease. The annual rent has not been adjusted as per Section 3.4 of the lease agreement. RReflects figures from lease agreement. The Village is being billed $1,212.00 per month (a rate of $6.77 per square foot). 85 West McIntyre Street • Key Biscayne, Florida 33149 • (305) 365-5506 • Fax (305) 365-8936 MISSION %TATFMFNT'TO PROVIDE ♦ c4FF OVAILO" COMMLNITY ENVIRONMENT FOR ALL ISLANDERS THROUGH RESPONSIBLE GOVERNMENT" VILLAGE OF KEY BISCAYNE Office of the Village Manager Village Council John F. Fair, Mayor BettySime, ViceMayor Raul uo ente. thigh T. O'Reilly Michele Padova Rayniond.P:.Sullivan . John Wail: Vplage.Manager C. SamuelKissinger Mr. Robert Brookes President and CEO Key Biscayne Bank and Trust 95 West McIntyre Street Key Biscayne, Florida 33149 May 31, 1995 Dear Mr. Brookes: Please be advised, the Village is very interested in renting the office space located at 89 W. McIntyre Street occupied by Calima Realty, Inc within the Key Biscayne Bank Building. The next regular meeting of the Village Council is set for Tuesday, June 13, 1995. I intend to present a resolution authorizing me to execute the appropriate documents to lease this office space during that meeting. Thank you. Very truly yours, CSK/yg C. Samuel Kissinger Village Manager cc: The Honorable Mayor and Members of the Village Council 85 West McIntyre Street • Key Biscayne, Florida 33149 • (305) 365-5514 • Fax (305)'365-8936 MISSION STATEMENT' TO PROVIDE A SAFE, QUALITY COMMUNITY ENVIRONMENT FOR AU. ISIANDER&THRODGH RESPONSIBLE GOVERNMENT AND TRUSTS COMPANY KEY BISCAYNE, FLORIDA 33149 (305) 36(-9!00 ROBERT L. BROOKES PRESIDENT & CEO June 6, 1995 Mr. Sam Kissinger Village Manager Village of Key Biscayne 85 West McIntyre St. Key Biscayne, Florida, 33149 Dear Sam, Thank you for your letter of interest in leasing the locale vacated by Calima Realty. I am glad that the Village has an interest in this space. It is ideal for your needs and will provide you with much needed efficiencies and additional storage space. The space is 846 square feet, is fully air-conditioned with its own unit, has one bathroom, a small office, and a lovely conference room. The space is in move in condition, save a new paint job to be done this week. The rent is $1,600, plus tax, per month. As we had discussed we can make an addendum to the existing lease agreement to include the new space. The lease on the new space can expire with the lease on the other ground floor space. You can move in whenever you want after signing the addendum since the space is available now. Yours sincerely, Rober„L-r-Brookes RESOLUTION NO AI-Qa: A RESOLUTION OF THE BOARD OF TRUSTEES OF THE VILLAGE OF KEY BISCAYNE APPROVING A LEASE WITH THE KEY ,BISCAYNE BANK BUILDING FOR OFFICE SPACE; AUTHORIZING THE MAYOR TO EXECUTE SAME ON BEHALF OF THE VILLAGE AND PROVIDING AN EFFECTIVE DATE. and WHEREAS, this Board of Trustees is in need of office space; WHEREAS, various proposals were submitted pertaining to possible locations;, and WHEREAS, this Board has determined that the space in the Key Biscayne Bank Building and the terms offered with respect thereto are the most beneficial to the Village; NOW THEREFORE BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE VILLAGE, OF KEY BISCAYNE, FLORIDA, AS FOLLOWS: Section 1. That the lease agreement, a copy of which is attached hereto and incorporated herein, is hereby approved. Section 2. The Mayor is hereby authorized to execute the lease in the form attached hereto. Section 3. Effective Date. This resolution shall become effective upon. adoption. PASSED AND ADOPTED this �CL- day of November, 1991. Attest: Village Cler k Approved as to Legal Sufficiency: Village Attor fL0 Rafael kub, Conte, Mayor KEY Q FLORIDA - rn 7 ejsca,t"� ty ** OFFICE BUILDING LEASE This is a Lease Agreement (the "Lease") between Key Biscayne Bank and Trust Company, a Florida corporation ("Landlord"), whose address for the purpose of this Lease is 95 West McIntyre Street, Key Biscayne, Florida 33149 and. the Village of Key Biscayne, a Florida municipal corporation ("Tenant"), whose address for the purpose of this Lease is 85 West McIntyre Street, Key Biscayne, Florida 33149. 1. LEASED PREMISES: 1.1 Subject to and upon the terms and, conditions set forth in this Lease, and in consideration of the performance and observance by each party of the duties and obligations of the other under this Lease, Landlord leases, to Tenant and Tenant leases, from Landlord those certain premises (the "Premises" or "Leased Premises") in the office building (the "Office Building") which at date of this Lease is known as the Key Biscayne Bank and Trust. Building more Particularly described'as follows: a portion of the first (1st) floor of the Office Building, comprising 1,312.± square feet of Net, Rentable: Area (defined below) as outlined in red on the floor plans --of the Leased Premises attached to and made a part of this Lease as Exhibit "A." 1.2 The term "Net Rentable Area," as used in this Lease, refers to all space within the inside surface of the outer glass or finished, column walls enclosing the tenant occupied portion of the floor and measured to the midpoint of the walls separating areas leased by or held for lease'to other tenants or from areas; devoted to corridors, elevator foyers, rest rooms, Service areas and other similar facilities for the use of all tenants on the particular floor. 2. LEASE TERM: 2.1 This Lease shall be for a term of three (3) years (the "Lease Term" or "Term") to commence (the "Commencement Date") on the earlier of (a) thirty (30) days after the date (the "Notice Date") Landlord notifies Tenant that the Landlord's Work, as described in Section 5 and Subsection 2.2, has been substantially completed subject only to the punch list described in Subsection 2.`3, and such work is in fact substantially completed which Commencement Date shall under no circumstances be later than March 1, 1992, or (b) the day Tenant opens for or begins operation of its business from the Leased Premises. The Lease Term shall end on the last day of the third Lease Year (defined below) unless sooner terminated or extended as provided in this Lease. "Lease Year" is a twelve calendar month period;' provided, however, the first Lease Year shall begin on the Commencement Date and shall also include the first partial calendar monthif the Commencement Datedoes not fall on the first day of a calendar month, even 1f the result is that the first Lease Year is more than twelve (12) fuli calendar months. Each subsequent Lease Year shall be twelve (12') full calendar months commencing with the first day of the calendar month following the last calendar month of the preceding Lease Year. If Landlord is unable' to deliver the Leased Premises on or before March 1,__1992,,then Tenant may, in its sole discretion, cancel this Lease. 2.2 Landlord's Work shall be deemed complete on the earliest date on which all of the following conditions 'have been met: 2.2.1 A certificate of occupancy or completion (temporary or final) has been issued by the appropriate governmental entity permitting Tenant's use of the Leased Premises for -the purposes for which they have been leased; if a temporary certificate of occupancy is issued, Landlord shall be`responsible for obtaining a permanent certificate of occupancy as soon as reasonably possible; 2.2.2 Landlord's Work in the Leased Premises has been substantially.compieted, subject to the punch list described in Subsection 2.3., the noncompletion of which does not materially interfere with Tenant's use of the Leased Premises or the conduct of normal business therein; 2.2.3 All means of access and all facilities necessary to Tenant's occupancy of the Leased Premises, including corridors, elevators and stairways and heating, ventilating, air- conditioning, sanitary water, and electrical lighting and power facilities, have been installed and are in good operating order and available to Tenant in accordance with Landlord's obligations under the -Lease. 2.3 Within one (1) month of taking possession, Tenant shall furnish Landlord with a punch list(s) of defects in the Leased Premises and Landlord shall rectify such punch list items as promptly as practicable and, in any event, within thirty (30) days of Tenant's notice. In addition to the items set forth in the aforementioned lists, Tenant shall have the right to require Landlord to repair or complete additional items if such items are of such a nature which would not normally permit the defects to be discovered within the one (1) month punch list period, provided Tenant gives Landlord prompt notice after discovery of such items. Within a reasonable time after receiving Tenant's list(s), Landlord shall place all such items in condition reasonably satisfactory to Tenant. 2.4 Tenant shall have the right, at its option, to. extend the Lease Term for all Leased Premises (including the Option Premises as defined in Section 26) for an additional two (2) year - 2 - period ("Extension Term"), Lease Term, upon the terms amount of annual Rent and term). Notice of Tenant' writing and delivered to advance of:theexpiration following the expiration of the initial specified in this Lease (other than the with appropriate adjustments as to the s exercise of this "option shall be .in Landlord at least ninety (90) days in of the, initial Lease. Term. 2.5 Notwithstanding anything to the contrary, Tenant has the unconditional right to cancel this Lease after the second Lease Year by providing Landlord with 120 days prior written notice and the payment of $.0,000.0'0. This figure shall be adjusted in the same manner as the Rent under Section 3.2 ofthisLease. 3. RENT: 3.1 Tenant shall pay to Landlord as "Rent" for the Premises the annual rent of Twenty Nine Thousand Six Hundred and 00/100 Dollars ($29,600.00) payable in equal monthly installments of Two Thousand Four Hundred Sixty -Seven and 00/100 Dollars ($2,467.00), commencing six months after the Commencement Date. Tenant shall not be obligated to pay any Rent for the first six months of ;the first Lease Year. Said Rent shall be payable to Landlord at the address shown', on page one of this Lease. Notwithstanding anything to the'contrary in this Lease, the first monthlyinstallment of Rent shall be reduced by $1,500.00. 3.2 The. Rent has been calculated on the assumption that the cost, of Landlord's improvements as set forth in Section 5 of this Lease is $25,000.00. In' the event that upon completion of Landlord's improvements, the actual cost of the improvements exceeds $25,,00;0.00, the equalymonthly installments of Rent shall be increased ih accordance with the following' formula:, Tncrease'in = Actual cost of landlord's improvements $25,000 monthly rent 30 Similarly, if the actual cost of Landlord's improvements is less than $25,000, then the equal monthly installments of Rent shall be reduced in accordance with the following formula: Decrease in = S25,000 - actual cost of landlord's improvements. monthly rent" 30 3.3 In addition to Rent, Tenant shall pay to Landlord each month a ' sum equal to any sales tax, tax on, rents, and any other comparable charges imposed by, governmental or regulatory authority, taxes and/or impositions now in existence or subsequently' imposed based upon the privilege or renting the space leased under this:' Lease or upon the amount of rent collected therefor. 3.4 Commencing` with the second Leased Year and each year - 3 - thereafter during the Lease Term, the annual Rent shall be adjusted, in accordance with changes in the "Price Index" as defined in this section. The Price Index shall mean the Consumer Price Index for "all items" shown on the "U.S. city average for urban wage earners and clerical workers (including single workers), all items, groups, subgroups and special groups of items" as promulgated by the Bureau of Labor Statistics of the U.S. Department of Labor, using the year 1967 as a base of 100. The annual Rent shall be adjusted in accordance with the following provisions: 3.4.1 the Price Index as of the last month of the first Lease Year shall be designated the Base Price Index; 3.4.2 the Price Index as of the first month of the second and subsequent Lease Years shall be designated the Comparison Price Index; 3.4.3 promptly after the end of the first Lease Year and at the end of each Lease Year thereafter, the annual Rent shall be adjusted by multiplying the original annual Rent by the fraction which has a numerator of the most recent Comparison Price Index, and has a denominator of the Base Price Index. Written as an equation, this computation is as follows: Original annual Rent X the most recent Comparison Price Index Base Price Index 3.5 In the event the Price Index referred to above ceases to incorporate a significant number of the items currently set forth in it, or if a substantial change is made in the method of establishing such Price Index, then the Price Index shall be adjusted to the- figure that would have resulted had no change occurred in the manner of computing such Price Index.' In the event that such Price Index (or a successor or substitute index)` is not available, a reliable governmental or other nonpartisan publication evaluating the information previously used in<determining the Price Index shall be used in lieu of the Price Index. 3.6 Notwithstanding anything to the contrary in this Lease, the adjustment to Rent under this Section 3.4 shall not exceed 5% in;any'one year. 4. TIME OF PAYMENT: Tenant agrees that Tenant shall promptly pay said Rent at the times and place stated above; that Tenant: shall pay charges for work performed on order of`Tenant, and any other charges that accrue under this Lease; that, if any part of said rents or above mentioned charges shall remain due and unpaid for ten (10) business days after written- notice from Landlord to Tenant, Landlord shall have all rights and remedies available to it under this Lease, at law and in equity. - 4 - 5. LANDLORD IMPROVEMENTS AND SERVICES: 5.1 Landlord shall improve the Leased Premises, in accordance with internal design development drawings (the "Design Development Plans"), consisting of (a) a partition plan; (b) demolition plan; (c) new work plan; (d) reflective ceiling plan; and (c) finish schedule; each of which shall be delivered to Landlord by Tenant within 10 days of the execution of this Lease. 5.2 Landlord shall furnish, to the Premises water and electrical outlets adequate to serve Tenant's use and design as shown on the Design Development Plans. Should the Tenant need more or different than standard electrical circuits, such circuits must be approved by the Landlord. "Aill"electric current to the Premises should be separately metered and the pamtent for which shall be the responsibility of the Tenant. Failure by Landlord, to any extent to furnish, or any stoppage orthese defied services, resulting,, from causes beyond the control of Landlord shall not *ender' Landlord liable,in any, respect for damages to either person or property, nor work an abatements, of Rent, nor reliever Tenant from fulfillment, of any covenant `or agreement hereof, The' premises, are on the ground fl©or, of, the ,.Officee, Building, they entt'r ce of Whit'', is, at; 9I, West McIntyre Street„ Kdy Biscayne,`F,11 rida)T a elevator.serviceBeavailabl -imes.. Other than out lighted signs,' Landlord shall furrnish'` ` # sin, out's1de "tingd`in common with, other Tenants which will be furnishedkat;s times as is un, form f'or all ¶eriants.;'': Landlord will`ma ntatzn. the 4 Walk in front 'of the pr s andyt fffice Building in the same. manWer which is maintai for all grouad floor Tenants, including,plantings and shrubbery. REPAIR OF,LEASEn PREMISES: 6.1;,Tenant will, at Tenant's own cost and expense, repairer replace any damage or injury done to the Office Building, or any part thereof, caused by Tenant or Tenant's agents, gmp1oyses , invitees,: or viPitars . If ; Tenant;, fails to make such repairs or ; replacements promptly, ' Landlord may, at its option, make such repairs or` replacements, and Tenant shall repay, the cost thereof to Landlord on demand. Tenant will not commit or allow any waste or damage to be committed on any portion of the demised Premises, and, shall, at the termination of the Lease, by lapse of time or otherwise, deliver up said Premises to Landiord in as good condition as at date of possession of Tenant, ordinary wear and tear and damage by fire or windstorm alone excepted, and upon such termination of lease Landiord shall have the right to re-enter and resumepossession of the Premises. 7. INDEMNIFICATION: Tenant will indemnify and save harmless Landlord of and from any and all fines, suits, claims, demands, and actions; of any kind by reason of, anlr breach, - 5 - io violation, or non-performance of any conditions hereof on the part of Tenant, its agents or, employees. Tenant is, or will become familiar with the Premises, acknowledges that the same are received by Tenant in good state of repair, accepted by Tenant in the condition, in which they are now or shall be when ready of occupancy. 8. DAMAGE OR DESTRUCTION: 8.1 In the event the Leased Premises shall be partially or wholly damaged or destroyed by fire or other cause during the Lease Term and such damage or destruction results in the Leased Premises being untenantable or unsuitable for its intended use, then Landlord shall have the right, but not the obligation, to render such Leased Premises tenantable by repairs within one hundred twenty (120) days therefrom. If Landlord so elects not to rebuild, after damage as described in the preceding sentence, then Tenant may elect that this Lease shall cease and come to an end as of the date of such damage or destruction and all Rent and Additional Rent owed up to the time of such damage or destruction shall be paid by Tenant. If Landlord elects not to rebuild, Tenant shall have the right to cancel this Lease within sixty (60) days from date of notice of such election or ninety (90) days from date of fire or casualty, whichever is later. Landlord shall given Tenant written notice of its decisions, estimates or elections under this Section 8.1 within thirty (30) days after any such damage or destruction. If the Lease Premises and Building arenot rendered fully tenantable within one hundred twenty (120) days, then either Tenant or Landlord may terminate this Lease as of the date of the fire or casualty by written notice toLandlordor Tenant, respectively, given within one week of such 120 day period. 8.2 During any time that the Leased Premises are untenantable due to causes set forth in this Section 8.2, the Rent or a just and fair proportion of it shall be abated. If more than twenty-five percent (25%) of the Leased Premises are rendered untenantable by any of the events described in this Section 8.2, all of the Leased Premises shall be deemed untenantable and all Rent shall abate. Landlord shall, subject to rights of cancellation described in this Section 8.2, restore the Leased Premises and Office Building; full Rent shall recommence upon completion of restoration of the Leased Premises and Building.` 9.- EMINENT DOMAIN If there shall be taken (including purchasein lieu of condemnation) during the Lease Term any part of the Leased Premises or Office Building, other than a part not interfering with maintenance, operation or use of the Leased Premises, Landlord or Tenant may elect, by giving notice to Tenant within ninety (90) days of the date of such taking, to terminate this Lease or to continue it in effect. If Landlord and Tenant elect to continue the Lease, the rent shall be reduced in the proportion of the area of the Leased Premises so taken to the - 6 - entire Leased Premises (or, in the event property outside the Leased Premises is taken, rent shall be equitably adjusted therefor) and Landlord shall repair any damage to the Leased Premises or Office Building resulting from such taking. If twenty- five percent (25%) or more of the Leased Premises is untenantable, as a result of such taking, then all of the Leased Premises shall be deemed untenantable. If all of the Leased Premises is taken by condemnation or eminent domain, this Lease shall terminate on the date of taking. All sums awarded (or agreed upon set forth in its notice, which date shall not be less than ten (10),nor more than sixty (60) . days after the" date; of such notice; this Lease shall, tien'terminate' at noon of, such cancellation date, unless all of such agreements shall havebeen duly tendered meanwhile, as if such cancellation date were the'expiration date, and Landiord shall have no further ,obligation to. Tenant hereunder except to•'return any ironies previously paid, by., Tenant, to landlord under;this' late. ^' 10 ASSIGNMENT AND SUBLETTING: 10.1 With, the written consent of Landlord first obtained in each case,; which consent may not be unreasonably withheld, Tenant may assign, transfer, or otherwise encumber' or dispose of this Lease or'subl ass ,all, or any part;` of the Leased Premises or perntit.,,all or `; any part of ',the Leased Premises to be occupied by other persons. .,No'twathstandingti',the,'foregoing, Tenant `shall be absolutely prohibited Isom `ass.gning, subletting or otherwise transferring, t: S L° M, tea any bank or financial institution. 10.2 if TOmkt, desires to sublease all or part of the Leased Premises or'to assign this Leese, or to grant occupancy rights to other than Tenant, Tenant shall submit to Landlord a written request for the,00nsentpf Landlord to such subletting or assignment or.odc apcy.. . `Landlord shall have the option; within five (5)' days,pf" receipf of `suds notice to approve `or disapprove the. PI ,Subteaia it or assignee; or occupant, or" such approval shall be deemed given. il,. DEFAULT:'s. Landlord and`Tenant agree that if Tenant shall fail to per arm ny+"af'the'mater i'teri s, provisions, covenantsfor condati'ons this a Tenant'&"part to be+performed; then:a'nd in any sucti' t,at the"option f'an6lord thirty° (30) daySl alter Landlord` has ven} T}enan 'notice, in file manner provided`°fin'this Lease, of s condition or default, provided en nt has hat cured s c dn. c r default within such thirty ( 310) days period. or t has hbe9un ,an,,,. is 'dii: gently. proceeding � o cure such acj, c `'i)titln or c7efa it,' Penant agrees immeddat iyaa hen # a) to pal ret h h "the" date Tenant vacates the Leased emi sus, and b) surrender Tsai Ire sed p, s to L nd�loxd. The meth, a� of t' lorddescribed in t isebt�ion 4. i� e ak 7 '� t ` shall ttrt s r;' ill e Lan Tord'S zagiit�'to mai snta �ssummaay pr cee i�h� ` tie ' eco��� ry `o fj the° ' posseesa on `af° the ` Lea led Premisl ' 11 bSses ` "#iy: y 'law. 1 e pra�>rded' for b - 7 - 12. LIEN FOR PAYMENT OF RENT: Landlord expressly waives its Landlord lien. 13. RIGHT OF ENTRY: Upon prior notice duly given by Landlord to Tenant, Landlord, or any of its agents, shall have the right to enter the Leased Premises, during all reasonable hours to examine it or to make such repairs, additions or alterations as may be deemed necessary for the safety, comfort,or preservation of the Leased Premises, or of the Office Building, or to exhibit the Leased Premises at any time within one hundred eighty (180) days before the expiration of this Lease. Landlord shall use good efforts tointerfere as little as possible with Tenant's business. 14. NOTICE: Any notice given Landlord as provided for in this Lease shall be in writing and sent to Landlord by hand delivery or overnight mail (or nationally recognized overnight delivery service) addressed to Landlord at the Premises. Any notice to be given Tenant under the terms of this Lease, unless stated otherwise in this Lease, shall be in writingand shall be sent by hand delivery or overnight mail (or nationally recognized overnight delivery service) or personally delivered to Village of Key Biscayne, 85 West McIntyre Street, Key Biscayne, Florida 33144, Attn: Village; Manager; with a copy to Weiss Serota & Helfman, PA., 2665 So. Bayshore Dr., Suite 204, Miami, FL 33133. Either party, from time to time, by such notice, may specify another address to which subsequent notice shall be sent or delivered. Notice shall be deemed given on the date it is actually received or on the date receipt is refused. 15. ATTORNEYS` AND ACCOUNTANTS' FEES: In any litigation arising out of Tenant or Landlord defaults in the performance of any of the terms, provisions, covenants and conditions of this Lease and by reason of such default Landlord or Tenant employs the services of any attorney or accountant to enforce performance of the covenants, or to perform any service based upon defaults, then in any of said events the prevailing party shall be entitled to reasonable attorneys' (including paralegal and similar support, personnel) and accountants' fees and all expenses and costs incurred by it pertaining to such matters (including costs and fees relating to any appeal) and in enforcement of any remedy. In the event of a settlement, each party shall bear its own expenses unless otherwise agreed in writing. 16. CONDITION OF PREMISES ON TERMINATION OF LEASE AND HOLDING OVER: Tenant agrees to surrender to Landlord, at the end of the Lease Term or upon the earlier termination of this Lease, whichever is sooner, the Leased Premises in as good condition as the Leased Premises wereat the time Tenant first occupied the Office Building, ordinary wear and tear, and damage ° by fire or other casualty not caused by Tenant's negligence, excepted. - 8 17. SIGNAGE: Landlord agrees to permit Tenant to install a wall sign or window sign at Tenant's expense at a location along the exterior frontage of the Leased Premises. Said sign shall comply with all applicable governmental regulations. Additionally, Landlord grants to Tenant the right at Tenants sole cost to install a pylon sign on the existing pole located within the planted area immediately in front of the Premises. Said sign shall comply with all applicable governmental regulations. 1&. PARKING: Landlord 'shall -:provide Tenant with the nonexclusive use of 10 parking spaces and the exclusive use of 2 parking spaces. " The exclusive, spaces shall be at a cost of '$15 per month per space. The spaces shall be appropriately marked For Tenanta--use; however Landlord' does not'assunte the responsibility to monitor', control or otherwise police the usage. Tenant shall be permtted to •post No Parkinil/Towing° sig ta=on. the exclusive sQacesx,' •19•., COMPLIANCE, WITH CODES Landlord shall be obligated'' as of the Comm'encemeht Date to bring the Office Building in to compliance with ,.atl Federal, • State and dory T law's and ire [ilations governing the use 'and occuipani i ti ofa the Of=ficer Huilaing with Ithe 'express eiderstandith that the Premises is to be'Y"used as`a ublict`building far muxiicipe ' vernment. "Thi obligation`i.ncludee, but is not /pitied to, the regn cement that the Office Building be retrofitted n; d to=}comply with art Federal, State and 6localrcodes, laws d ;tla i"onp+o4ovettillig' ndicagped atOt Yibility: ~ Y A� n 4 !rF 20. UTILITIES: The cost of electricity,'telephone and other utility; service as well as janitorial services, to the Premises shall be the sole responsibility=of the Tenant.'Septarate Metering shall be provided by Landlord' for ,each of these services,' including air conditi-eningtwhich will be >provided` through'a system# separate from the Office Building system. b .k 1. C ` "' 21. INVALIDITY OF PROVISION: If any terms, provision, covenasit or condition of this Lease or the applidation of it to any person: 'or circumstance shall,'tt`to any extent, 'be invalid ' or unenfOrceab `e; the remainder of 'this Lease or the* applications of such "14 teS, "' provision, covenant or" coot:ti©nt t persons or circumstan other "than tho hk.' sei " to whic ,t iJs ,Il'ield invalid or unenfnrceab9e' ehaili not be o ected1= thereby mild each 'term, provision, covenant or conoiti of,, this Le sei-sha he valid and nsC enforceable to the fullest, a tent permitted by 1 This Lease G: a u shall" be4' d in accbrd��'� with: t�he',la�rs� ^,ithe State of Florida. he Venue for any+Flaws it• arising but td its Lease shall be Dade 'Co S", 'Florida=. ,a ''y: 22.' TME OF ESSENCE: Ib is understood an& agreedibetween the parties ?to'this Lease that tone is of the essence with'respect to all the••«terms, provisfbnsF, Itcovenants and conditionsipf this Lease. 0 0 23. MISCELLANEOUS: The terms "Landlord" and "Tenant" as contained in this Lease shall include singular and plural, masculine, feminine and neuter, heirs, successors, executors, administrators, personal representatives and assigns, wherever the context so requires or admits. The terms, .provisions, covenants and conditions of this Lease are expressed in the total language of this Lease Agreement. The section headings are inserted solely for the convenience of the reader and shall not be deemed -to limit or expand any of the provision of this Lease. Any formally executed addendum to or modification of this Lease, shall be expressly deemed incorporated in this Lease by reference unless a contrary intention is -clearly stated in such addendum or modification. 24. ENTIRE AGREEMENT: This Lease contains the entire agreement between the parties to this Lease and all previous negotiations leading to the execution 'of this Lease. This Lease may be modified only -by an agreement in writing, signed and sealed by Landlord and Tenant. 25.. BROKERAGE: Tenant and Landlord each represents and warrants'to each other that it has dealt with no broker, agent, salesperson, finder or other person in connection with this transaction and that no broker, agent or other person brought about this -transaction. 26. FORCE MAJEURE: Neither Landlord nor Tenant shall be required to.perform any term, condition, or covenant in this Lease so long as its`own-respective performance is delayed or prevented by "Force Majeure," which shall mean labor controversies, strikes and lockouts (whether lawful or not) either industry -wide or with third parties other than Landlord' and Tenant, respectively, acts of God, material or labor unavailability, inability to obtain fuel or power, catastrophes,; national or local emergencies, restrictions by any governmental authority, 'civil riots, floods, and any other causes `not reasonably within the control of Landlord or Tenant, as applicable, and which by the exercise of due diligence Landlord and Tenant, respectively, is unable, wholly or in part, to prevent or overcome. Lack of money shall not be deemed Force Majeure. 27. SHORT FORM LEASE: :Upon request by.Landiord or Tenant, the other party shall execute a short form lease in recordable form setting forth the name of the parties, the Lease Term, the provisions of this Lease and the description of the Leased Premises. 28; RELATIONSHIP OF PARTIES: Nothing contained in this Lease shall be deemed Or -construed by Landlord and/or Tenant or by any third party to create the relationship of principal and agent or of partnership or of ;joint venture or of any association whatsoever between'Landlord and -Tenant, it being expressly understood and agreed that neither the computation of rent nor any other provisions contained in this Lease nor any act or acts of Landlord - 10 - or Tenant shall be deemed to create any relationship between Landlord and Tenant other than the relationship of landlord and tenant. 29. EXPANSION SPACE: 29.1 Tenant shall have the right during the Initial Term (the "Option. Right") to lease 2,150± square feet of Net Rentable Area of space on the second floor of the Office Building as shown on Exhibit "B" (the "Option Premises"), on the following terms: 29.1.1 Tenant must give notice to- Landlord of its intent to exercise the Option. Right before February 1,T 1,992; 29.1.2 The leasing of the Option Premises shall commence on the day on which the Option Premises are da4vered to Tenant with Landlord's buildout (in acaordance with Section 291.5) substantially completed (the "Option Commencement„' D e") ; ,. 29.1.3 If Tenant exercises its, Option Right,, then, effective as of . the ' Option Commencement Bate, the Option. Premises shall ; be included , in ,. the },Net Rentable Area eased` under ths 'eease,., the terms "Leased Premises and. mi 'Pree ses" used in this Lease1 , shal°l iitcl ie ;;t to "Option Premises", an „ Teenant shallTh he, entitled to additional nonexclusi p rking spaces to: maintain the •sama stio o,f parking sparea It4soirtieµ fe i 1 t, ?en -table Area inn the Leased �P . The term for the P Option Premises 4[,.., a be.theii same as for poi Leas i per and all applicable pro ,sionsg €' ese shall 0i ' goner ,the. •i9t o se i luding Landlord's o gation, t coiapiy with all codes., and , qu1strionsk a�,Mset forth in on ; paragraph 1; Premises. 29.1.4 If Tenant exercises its Option Rights then the Option Premises shall 'be' rent free until March 1, 1993. Subject to the CPI adjustments .in Section, `d, the Base Rent shall be .$1,O.0O /per square foot .of Net Rentable Area, fair each Lease•,Year thereafter and, shall, he paid as provided in, the Lease;,, o sieve/keybiscayne\kl+nwnki.les 103001 29.1.5 Landlord shall, at its cost, build out the Option Premises according to Landlord's then -standard work letter which shall not exceed $9.30 per square foot. In the event Tenant requests a buildout which exceeds $9.30 per square foot, Tenant shall be responsible for that additional cost. 29.2 If Tenant exercises its rights under this Section 29, then the Option Premises, as applicable, shall become a part of the Leased Premises, and all provisions of this -Lease shall apply except those specifically modified in this Section 29, upon the completion of such Option Premises pursuant to, the standards described in this Lease for the initial buildout. LANDLORD and TENANT have signed, sealed and delivered this Lease in multiple copies, all of which constitute but one Lease, at Dade County, Florida, as of the day and year first above written. IT tu21\\LAAY\ : LL (111,04. NOTARY PUBLIC, STkTE GE FLORIDA AT LARGE HY CtIMSGSSHIN EXPIRES JULY 20, 1992 eGig)EnTERII HUCKLEBERRY & ASSOCIATES'. LANDLORD: KEY BISCAYNE BANK AND TRUST CO., a Florida ccr oration, By• President [CORPORATZ SELL] TENANT: VILLAGE OF KEY BISCAYNE, a Florida municipal corporation By: Rafael Conte, Mayor In - 12 - ��^ILO C*(re txo2-ra tz" Ht. fir4'7' off tact Ct,.1$tw) or 7cotawitt }Q.t wrd i.r. t mow hu rt a chrZ-r Cep -`rat' wit IPr Ptr .t dr} -v r -e -ltv,t:j' MI tr tlerr',i t-(6 rti\cn. b- (PsnR G ,o3 kg cc* ac-lqa ref4.4tmc 43et1t ect nsJ 61 C z 14t0 coKisanaeocns4 "Exhtbt- A. pag��lDEQ ''.AND 'sTRUST COMPANY KEYBISCAYNE, FLQRJDA 33149 -(305) 361-9109' Jack Neustadt illage=of Key Biscayne 5 West McIntyre �ey'Biscayne ;Fla 33149 e:•: Rent. Key; Biscayne Bank Building Following up on our conversation yesterday, the CPI adjusted rents starting August 1 would be as follows: rst,fL"or ,$260959 2nd ,floor '$1,279.72 ee attachedtmen?o for calculations) Also, back rent adjustment's would be due as follows, based on the first floor adjusting in April d the ,second, floor in May. oor: 'months x;$142.59 =;$570.36 2nd FIoor: 3'mo�nths-x'$67:27 = $201.81 - ue,in adjustments is. $772A7 We have additionally advised Steven W. Zelkowitz, of Weis Scrota & Heitman, P.A., that the amended lease is acceptable with the total monthly installment to be $5,488.86. This number is figured based on the first and the second floor rents + $1,600 for the additional first floor space. ould you have. any, questions on.the above please call. MEMORANDUM o Bob Brookes '' rom Jess -Lawhorn object;Vili"age of Key.Biscayne Rent The lease provides for adjustments in rent based on CPI. The following are my calculations based on the beginning lease dates as agreed to by Sam Kissinger and Jack Neusiadt: st Floor-- CPI.Base=April 93 . 143:6 CPI Base April; 95 151:9 = 105;78 ,467 x 105 78 -c S2,699.5,91+8142.59) F3-.00r - CPI 'Base =.;,May ' 93 144:2 =-1.05.55 CPI Base " IVIay' 93 152.2 The August '1 rent due would be $2,609.59 for the first floor and $1,279.27 for the second floor: The rents should have been adjusted. on April for the first floor and on May for the second Boor Therefore, we need to bill the village an adjustment. months x $142,59-= $570.36 :rndnths x $67:27 =,$201;81 usupents is $7'72.17_ AND', c PANX KEY 6ISCAYNE, FLORIDA 33149 `C(305)'36i-9100 ' ey Biscayne Bank Rent Adjustment for Village of Key Biscayne per CPI adjustments due, since April and May 1995. 1rst Eloor 4 months x $142.59 = $570.36 2nd Floor: 3;=months x $67.27 = $201.81 Total (Mein adjustments is $772.17 WEISSSEROTA & HELFMAN, P.A. LILLIAN ARANGO DE LA HOZ EDWARD G. GUEDES STEPHEN J. HELFMAN GILBERTO PASTORIZA ELLEN NOLEN SAUL JOSEPH H. SEROTA ROBERT TISCHENKEL RICHARD JAY WEISS ATTORNEYS AT LAW 2665 SOUTH BAYSHORE DRIVE SUITE 204 MIAMI, FLORIDA 33133 TELEPHONE (305) 854-0800 TELECOPIER (305) 854-2323 June 4, 1993 BROWARD OFFICE 500 SOUTHEAST 6^' STREET SUITE 200 FORT LAUDERDALE, FLORIDA 33301 TELEPHONE (305) 763-1189 Mr. Guido H. Inguanzo Clerk, Village of Key Biscayne 85 West McIntyre Street Key Biscayne, FL 33149 Re: Memorandum of Lease Agreement between the Village of Key Biscayne and the Key Biscayne Bank Dear Guido: I am pleased to enclose two original Memorandum of Lease Agreements, one of which was recorded on May 24, 1993. I am also forwarding an original and one copy to Mr. Brookes of the Key Biscayne Bank & Trust Co. for his file. Should you have any questions, please feel free to contact me. ruly yours, LAD/ne 103.001 Enclosures Lillian Arango de la Hoz This Instrument Prepared By: Stephen J. Helfman, Esq. Weiss Serota & Helfman, P.A. 2665 South Bayshore Drive Suite 204 Miami, Florida 33133 Telephone: (305) 854-0800 MEMORANDUM OF LEASE AGREEMENT KNOW ALL ME BY THESE PRESENTS that Key Biscayne Bank and Trust Company, a Florida corporation, whose mailing address is 95 West McIntyre Street, Key Biscayne, Florida 33149, as "Landlord," and The Village of Key Biscayne, a Florida municipal corporation, whose mailing address is 85 West McIntyre Street, Key Biscayne, Florida 33149, as "Tenant," entered into an Office Building Lease (the "Lease") for a term of three (3) years commencing on approximately April 1, 1992, which Lease grants Tenant the option to extend the Lease for an additional two (2) year period, covering the real property located at 85 West McIntyre Street, Key Biscayne, FL 33149 (the "Property") situated, lying and being in Dade County, Florida, as more particularly described in Exhibit "A" attached hereto and made a part hereof. All persons to whom these presents may come are put upon notice of the existence of the Lease, which has been executed and is binding upon the parties. IN WITNESS WHEREOF, the parties have caused this instrument to be executed on this ('} day of it" cc.,., , 1993. LANDLORD: Signed, sealed and delivered in the presence of: KEY BISCAYNE BANK AND TRUST COMPANY, a Florida corporation Print Name: ilea STATE OF FLORIDA COUNTY OF DADE TENANT: VILLAGE OF KEY BISCAYNE, a Florida mu%1ic pal corporation )SS The foregoing instrument was wledge befor me this / %1 dayR ern' �wr 1993, by acknn beRT 4 AO An, G r� as Florida corporation, fan a behalf a of said yne Bank a corporation, nd Trust who is personally known to me or who has produced identification and who did take an oath.. �%R1 Y r rz s - as STATE OF FLORIDA COUNTY OF DADE )SS [SEAL] NOTARY PUBLIC, STATE 0= _�RIDA Typed or printed name: Ser O FFInEE p NOTARYSEAL Ret drat" a O�kI.QR • IDA - =aSIO:EI NO. CC1d53eg MY COMMISSION EXP. APR. 12,1995 The foregoing instrument was acknowledged before me this 13th day of May �, Villa a of Ke 1993 by Ma or Rafael Conte the g y Biscayne, a Florida municipal corporation, who is n to me or who has identificationwand who did take an produced ersonally known to me as [SEAL] 14 NOTARY PUB" C, STATE OF FLORIDA Typed or printed name: Serial Number, if any EXHIBIT "A" The Property consists of approximately 3462± square the improvements located on a portion of the property described as follows: The south 238,50 feet of Tract 7. to the the Southerly Boundary of Tract 7 Plat thereof, as recorded the Public Records of Dade County feet of legally as measured at right angles to ,.Matheson Estate", according in Plat Book 46' at Page 86, of , Florida. - AND Begin gMathet teSEc ner of Tract 9 of a Subdivision of a Portion ded in Plat Book Estate6 at according to the plat thereof as Plat B Page 86 of the Public Records of Dade rCounty, Tract 7 thence run due East along the South boundary of the aforesaid plat of Matheson Estate accordinglto he plat thereof as recorded in Plat Book 46 at Page 86 of Records of Dade Count to the Fo ; County, Florida for a distance of 269.45 the feet to thence run due South along a line for a•distance of 105 feet to shpaint onhthe elNorth h right of Way line of West McIntire Saccording to the plat thereof Tropical Isle Home of the Public recorded in Plat Hook SOSatdPagel64 of theed ub Records of Dade County,- Florida and also desc DeedrBook 3358 at Page 279 °f the public recordee+of County, thence run of way line of the afore McIntire westue along distancef said'Giest rg Street par North right thencef 26 71 feet to the beginning of r u e; run is a Northwester) a erl tangential iorcalor circular curve having a y and Northerly direction along curve; circular c g radius of 25 feet thru a central g said for an arc distance of 43:86 angle of compound curvature and a point of the rightt to of Fernwood Road as Easterly a.Point of Homes Fernwood ad; shown on the aforesaid plat o tre tropical Isle Easterly thence run in a Northeaster/1i direction jalong thet ca. y right of -way line of said Fernuood Road. car curve having a radius of 1666.37 feet angle of 2"39'01" And being a Point of Be for an arc distance of 79 tfiru a central Beginning. feet to the ife AND S COMPANY KEY BISCAYNE, FLORIDA 33149 (305) 361-9100 ROBERT L. BROOKES, JR. PRESIDENT & CEO Mr. Raymond Sullivan Vice Mayor Village of Key Biscayne 85 W. McIntyre St. Key Biscayne, FL 33149 January 21, 1992 Dear Ray, As we had discussed, this letter will serve as our extension of the option to rent the second floor space which we offered in the lease agreement signed between the Bank and the Village of Key Biscayne. The extension is until February 15, 1992. Please inform me of the decision and we can proceed to draw up the lease and arrangements. I am pleased to inform you that the remodelling started on January 20th and is proceeding smoothly. Yours Sincerely, WEISS SEHOTA & IIIELFMAN, P.A. EDWARD G. GUEDES STEPHEN J. HELFMAN GILBERTO PASTORIZA ELLEN NOLEN SAUL JOSEPH H. SEROTA RICHARD JAY WEISS ATTORNEYS AT LAW 2665 SOUTH BAYSHORE DRIVE SUITE 204 MIAMI, FLORIDA 33133 TELEPHONE (305) 854-0800 TELECOPIER (305) 854-2323 March 19, 1992 Mr. Russell Kelly Department of Public Works Metropolitan Dade County 111 N.W. First Street Miami, Florida 33128 RE: Waiver of Plat for Kev Biscayne Bank BROWARD OFFICE 500 SOUTHEAST 6TH STREET SUITE 200 FORT LAUDERDALE, FLORIDA 33301 TELEPHONE (305) 763-1189 Dear Russell: This letter will serve to further clarify my March 11, 1992 letter to you regarding the above-referenced waiver verplaof plat. tThe Village of Key Biscayne approves the determination by your Committee that all requirements of Chapter 28 have been complied with. If you have any further questions r concerns regarding this matter please do not hesitate to conta me. Very t , ly yours, s" Helfman St p't n S.TH isk 103.001 cc: Mr. Robert L. Brookes Mr. James Aylward Mr, Samuel Kissinger Village of Key Biscayne Mayor RAFAEL. CONTE Vice Mayor RAYMOND P. SULLIVAN Trustees CLIFFORD BRODY MORTIMER FRIED MICHAEL HILL LUIS LAUREDO JOE RASCO 85 W. McIntyre Street Key Biscayne, Florida 33149 (305) 365-5511 • Fax: 365-5556 Stephen J. Helfman Attorney Weiss Serota & Hellman, P.A. 2665 South Bayshore Drive Suite 204 Miami, FL 33133 HAND DELIVERED TO: Richard J. Weiss December 10, 1991 Dear Steve: December 10, 1991 Per your letter of December.9, 1991, please find enclosed a copy (Certified) of the fully executed lease by and between the Village of Key Biscayne and the Key Biscayne Bank & Trust Company, for your perusal in preparing a Memorandum of Lease to be recorded in the Public Records of Metropolitan Dade County. I have delivered a fully executed Lease to Mr. Robert Brookes at the Key Biscayne Bank as you requested. I will keep the second original on file in the Village Offices for the Public Records of the Village. Please contact me if there is anything further you require to finalize this matter. Thank you. Sincerely, 4,6 Beatris M. Arguelles Interim Village Clerk :bma Enclosures cc: Hon. Ray Sullivan, Vice Mayor Richard J. Weiss, Attorney Village of Key Biscayne Mayor RAFAEL CONTE Vice Mayor RAYMOND P. SULLIVAN Trustees CLIFFORD BRODY MORTIMER FRIED MICHAEL HILL LUIS LAUREDO JOE RASCO 85 W McIntyre Street Key Biscayne, Florida 33149 (305) 365.5511 • Fax: 365.5556 DECEMBER 10, 1991 I certify that the attached document is a true reproduction of the original document. The back of each page has been initialized by me to certify its authenticity. (seal) Beatris M. Arguel'1es Interim Village Clerk Notary Public ROTARY PUBLIC; STATE OF FLORIDA AT LARGE My COMMISSION EXPIRES JULY 20; 1992 BONDED TIR111 HUCKLEBERRY & ASSOCIATES' TR sr PAOT )nr- roT a SNT L— V 2 rowe r b. k Of F+<e O UT Pte' WIT H (TrP I FE L (G LUN TION FLU: NL .E TE -._. . _ .cl7C.t- OF EP-XIE 0 ' is k9 r NI 1 WEISS SEROTA & HELFMAN, P.A. EDWARD G. GUEDES STEPHEN J. HELFMAN GILBERTO PASTORIZA ELLEN NOLEN SAUL JOSEPH H. SEROTA ROBERT TISCHENKEL RICHARD JAYS WEISS ATTO RN EYS AT LAW 2665 SOUTH BAYSHORE DRIVE SUITE 204 MIAMI, FLORIDA 33133 TELEPHONE (305) 854-0800 TELECOPIER (305) 854-2323 May 4, 1993 BROWARD ORRICE 500 SOUTHEAST 6T. STREET SUITE 200 FORT LAUDERDALE, FLORIDA 33301 TELEPHONE (305) 763-1189 Mr. C. Samuel Kissinger Manager, Village of Key Biscayne 85 West McIntyre Street Key Biscayne, FL 33149 Re: Lease Agreement between Key Biscayne Bank and Trust Company, as Landlord, and the Village of Key Biscayne, as Tenant, of property located at 85 West McIntyre Street, Key Biscayne, Florida 33149 (the "Lease") Dear Mr. Kissinger: Enclosed are three originals of a proposed Memorandum of Lease Agreement to be executed by the Village and by Mr. Robert Brookes on behalf of the Key Biscayne Bank. The Lease requires that we execute this Memorandum of Lease which summarizes the terms of the Lease and places the Lease of public record upon recordation. Please have Mayor Conte execute each of the Memoranda and return them to our office at your earliest convenience. We will then forward them to Mr. Brookes for execution. I look forward to working with you and the Village of Key Biscayne. Should you have any questions or comments pertaining to this Memorandum, please feel free to contact me. Ve L'llian Aran LAD/ne 103.001 Enclosures This Instrument Prepared By: Stephen J. Helfman, Esq. Weiss Serota 8t Helfman, P.A. 2665 South Bayshore Drive Suite 204 Miami, Florida 33133 Telephone: (305) 854-0800 MEMORANDUM OF LEASE AGREEMENT KNOW ALL ME BY THESE PRESENTS that Key Biscayne Bank and Trust Company, a Florida corporation, whose mailing address is 95 West McIntyre Street, Key Biscayne, Florida 33149, as "Landlord," and The Village of Key Biscayne, a Florida municipal corporation, whose mailing address is 85 West McIntyre Street, Key Biscayne, Florida 33149, as."Tenant," entered into an Office Building Lease (the "Lease") for a term of three (3) years commencing on approximately April 1, 1992, which Lease grants Tenant the option to extend the Lease for an additional two (2) year period, covering the real property located at 85 West McIntyre Street, Key Biscayne, FL 33149 (the "Property") situated, lying and being in Dade County, Florida, as more particularly described in Exhibit "A" attached hereto and made a part hereof. All persons to whom these presents may come are put upon notice of the existence of the Lease, which has been executed and is binding upon the parties. IN WITNESS WHEREOF, the parties have caused this instrument to be executed on this f l- day of yti GL -r,, , 1993. LANDLORD: Signed, sealed and delivered in the presence of: KEY BISCAYNE BANK AND TRUST COMPANY, a Florida corporation Print Name: k. it (j re eke_ e.e,4s.T TENANT: VILLAGE OF KEY BISCAYNE, a Florida municgipal corporation Prin. Name Yo a iano 4AJ Print Name: C. 5=muel Kissin•er STATE OF FLORIDA COUNTY OF DADE The forgggoing instrument was ackn w1, edge before me this //q6 day_of /"!Ry , 1993, by toPaR% L, %3laDelete: S as /QE S/ ti r H i of Key Biscayne Bank and Trust Company, a Florida corporation, on behalf of said corporation, who is personally known to me or who has produced PRIYcRS .l./CEsvu- as identification and who did take an oath.. STATE OF FLORIDA COUNTY OF DADE )SS ) )SS [SEA T NOTARY PUBLIC ST , �ORIDA Typed or printed name: 4 i,i t ,4708 is -y Seria ukkitUAL. NOTARY SEAL AIMEE MOREY NOTARY P1iRI iCCTA OF FLORID. 1 NtmibassiiN k . ettista5 MY COMMISSION EXP. APR.12,1996 The foregoing instrument was acknowledged before me this 11th day of May , 1993 by Mayor Rafael Conte , the Village of Key Biscayne, a Florida municipal corporation, who is personally known to me or who has produced personalltykeoran-ito me as identification and who did take an oath. [SEAL] 11 - NOTARY PUBLIC, STATE OF FLORIDA Typed or printed name: GU! re QiJG'u to 3L. Serial Number, if any EXHIBIT "A" The Property consists of approximately 3462± square feet of the improvements located on a portion of the property legally described as follows: The South 238.50 feet of Tract 7. the southerly Boundary of Tract 7 to the Plat thereof, as recorded the public Records of Dade County as measured at right angles to "Matheson Estate", according in Plat fiook 46 at Page 86. of , Florida. AND Begin at the SE corner of Tract 9 of a Subdivision of a Portion of -Matheson Estate according to the plat thereof as recorded in Plat Book 46 at Page 86 of the Public Records of Dade County, Florida; thence run due East along the South boundary line of Tract 7 of the aforesaid plat of Matheson Estate according to the plat thereof as recorded in Plat Book 46 at Page 86 of the Public Records of Dade County, Florida for a distance of 269.45 feet to a point; thence run due South along a line for a -distance of 105 feet to a point on the North right of way line of West McIntire Street as shown on the Plat of Tropical Isle Home Subdivision according to the plat thereof recorded in Plat Book 50 at Page 64 of the Public Records of Dade County; Florida and also being described in Deed Book 3358 at Page 279 of the public records of Dade County, Florida; thence run due west along the North right of way line of the aforesaid West McIntire Street for a distance of 260.71 feet to the beginning of a tangential circular curve; thence run is a Northwesterly and Northerly direction along said circular curve having a radius of 25 feet .thru a central angle of 100"31'53" for an arc distance of 43.86 feet to a,point of compound curvature and a point of the Easterly right of Gay line of Fernwood Road as shown on the aforesaid plat of Tropical Isle Homes Subdivision; thence run in a Northeasterly direction along the Easterly right of way line of said Fernwood Road' and being a circular curve having a radius of 1666.32 feet tbru a'centrai angle of 2=39'01" for an arc distance of 77,08 feet to the Point of Beginning.